EVC   http://www.evc-int.com/ 

EVC is Europe's leading PVC manufacturer and a global leader in VCM/PVC technology. We operate major integrated sites across Europe and in India and employ about 3 300 people.
Our activities include the manufacture of EDC, VCM, PVC resins, compounds and rigid films and the development and licensing of the technologies associated with the key manufacturing processes.

History
EVC was formed in October 1986 as a joint venture comprising the VCM and PVC resin and compounds businesses of
Italys EniChem and Englands ICI which were, at that time, Western Europes second and fourth largest PVC producers respectively. The EVC joint venture was created against a background of consolidation of the western European PVC industry and established EVC as Europes largest producer of PVC.

Between 1986 and 1994, EVC underwent a process of rationalisation, closing down some old plants, rearranging supply lines, acquiring new downstream subsidiaries while selling other non-core businesses.

In November 1994, EVC became a public company listed on the Amsterdam stock exchange.

In March 2001,
the INEOS Group acquired a majority shareholding in EVC.

Our Businesses and products

EVCs activities are vertically integrated through most of the PVC manufacturing chain and include the manufacture of EDC (ethylene dichloride), VCM (vinyl chloride monomer), suspension PVC (S-PVC), emulsion PVC (E-PVC), compounds, and rigid and packaging films. The Group also develops and licenses the technologies associated with the key manufacturing processes, a field in which we are a global leader. In 1998, the Licensing function was consolidated with the Groups Research and Development and Engineering resources to form Inovyl.

Our activities are managed through a business-oriented management structure, divided into specialised units.

Today, the Group
s production capacity stands at 1.4 million tonnes per annum of PVC resins and 1.1 million tonnes per annum of VCM. Around 20% of the PVC resin is converted within the Group into compounds, films and foils. Total capacity of compounds production amounts to 214 Kilotonnes per annum while the Rigid and Packaging Films businesses can produce up to 146 Kilotonnes per annum.

 

  

BY PRODUCT

           
  Registered Office   Compounds  
1 Eijsden Netherlands 8 Argenta Italy
      12 Frosinone Italy
  Co-ordination Centre 13 Pavia Italy
2 Brussels Belgium 14 Porto Marghera Italy
      18 Sins Switzerland
  VCM 20 Helsby UK
7 Wilhelmshaven Germany      
14 Porto Marghera Italy   Rigid Film   
15 Porto Torres Italy 3 Bötzingen Germany 
16 Ravenna Italy 5 Staufen Germany
22 Runcorn UK 11 Castiglione Olona Italy
      23 Nasik India
  S-PVC    24 Thane India
4 Schkopau Germany      
7 Wilhelmshaven Germany   Packaging  
14 Porto Marghera Italy 6 Weißandt-Gölzau Germany
16 Ravenna Italy 10 Cagliari  Italy
19 Barry UK      
22 Runcorn UK   Inovyl  
      2 Brussels Belgium
  E-PVC    7 Wilhelmshaven Germany
4 Schkopau Germany 14 Porto Marghera Italy
15 Porto Torres Italy 22 Runcorn UK
21 Hillhouse UK      

The following figures were last updated on 08 June 2000.
VCM/PVC

Site

 

Capacity
(Ktpa)

 

Capacity
(Ktpa)

Barry UK

-

-

S-PVC

120

Hillhouse UK

-

-

E-PVC

45

Porto Marghera Italy

VCM

250

S-PVC

200

Porto Torres Italy

VCM

90

E-PVC

65

Ravenna Italy

VCM

100

S-PVC,
C-PVC

205

Runcorn UK

VCM

300

S-PVC

115

Schkopau Germany

-

-

S-PVC

280

 

 

 

E-PVC

50

Wilhelmshaven Germany

VCM

350

S-PVC

320

 

 

 

 

 

Total

VCM

1,090

PVC

1,400

 

Compounds

Site

Type

Capacity
(Ktpa)

Argenta Italy

Rigid

46

Frosinone Italy

Flexible & Rigid

17

Helsby UK

Flexible & Rigid

65

Pavia Italy

Flexible

27

Porto Marghera Italy

Flexible & Rigid

30

Sins Switzerland

Flexible & Rigid

29

Total  

214

Rigid Film

Site

Type

Capacity
(Ktpa)

Bötzingen Germany

Rigid Films & Foils

35

Cagliari Italy

Rigid Films & Foils

25

Castiglione Olona Italy

Rigid Films & Foils

26

Maharashtra region India

Rigid & flexible films & foils, extruded sheets, extrusion & slitting

17

Staufen Germany

Rigid Films & Foils

35

Weißandt-Gölzau Germany

Rigid Films & Foils

8

Total

 

146


(21 MARCH 2001)

EVC ANNOUNCES COMPLETION OF THE INEOS TRANSACTION

EVC announced today the completion of the transaction with INEOS which was first made public on 21 December 2000. After the five-day subscription period following the publication of a prospectus on 8 March 2001, INEOS acquired 18,741,761 newly issued shares in EVC at EUR 4 per share. The capital injection in the company, including subscription by other shareholders, totalled EUR 75 million. All of the newly issued shares have been admitted to the listing on the Official Market of the stock market of Euronext Amsterdam N.V. As a result of the share subscription,
INEOS now owns 64.5% of the enlarged fully-diluted voting share capital of EVC.

Calum MacLean, Chairman designate of EVC stated, "We are pleased to have concluded successfully this transaction. It will allow EVC to stabilise its financial position and provide a good platform from which to restructure the business and deliver growth and shareholder value".



(21 DECEMBER 2000)


EVC SIGNS CONDITIONAL AGREEMENT WITH INEOS
ON EURO 75 MILLION EQUITY INJECTION

EVC International NV and Ineos Capital Limited have signed a conditional agreement, whereby an Ineos affiliate proposes to subscribe for up to 18,750,000 newly-issued shares of EVC at a price per share in cash of Euro 4.00, representing Euro 75 million in aggregate, thereby potentially acquiring between 52.7% and 64.7% of the enlarged fully-diluted voting share capital of EVC. This shareholding includes the 2,313,940 EVC shares that Ineos will own on the closing of its agreement to acquire ICI's Chlor-Chemicals, Klea and Crosfield businesses, as announced on 5 December 2000. Of the total issue, 4,687,500 new EVC shares, representing 25%, will be offered by EVC to existing shareholders on a pre-emptive basis for subscription at the same price of Euro 4.00 per share.

The support of the Management and Supervisory Boards of EVC for the issuance of equity to Ineos represents the culmination of a thorough review by the new Management Board of the company's strategic and financial position and an assessment of the options available to strengthen its position in both of these areas. The proposed transaction is, in their view, in the interest of all EVC stakeholders and management believes it will:

Raise new equity to strengthen EVC's financial position, which EVC is unable to raise through conventional market sources given the company's current financial position
Enable EVC to maintain its strategic focus on its VCM and S-PVC activities as well as its E-PVC, Compounds and Rigid Films activities
Provide EVC with the necessary time, opportunity and financial flexibility in the coming year to further reduce its cost base, restructure its operations and unlock the potential value of the company
Obtain additional benefits from upstream integration
Enable EVC to negotiate, in the medium term, more favourable raw material contracts, particularly for ethylene, due to its combined purchasing power with Ineos.
EVC has experienced significant operating losses over the last two years of Euro 37 million and Euro 38 million in 1999 and 1998, respectively, and is projecting to report further operating losses for the year 2000. Challenging market conditions, the negative impact of high raw material prices, combined with the size of the investment programme and technical plant difficulties in the early part of 2000, have adversely impacted EVC's financial position. As a consequence the company's net debt and other creditors have increased, and is projected to be around Euro 290 million by the end of 2000, compared to Euro 213 million at the end of 1999 and Euro 135 million at the end of 1998. Moreover, possible continuing operating losses, together with capital and restructuring expenditures to restore EVC's profitability, will entail additional cash outflows. As announced on 13 October 2000, negotiations with the banks and other lenders are ongoing to rebase some of EVC's loan covenants. In addition, the ongoing discussions have intensified with EVC's main suppliers to negotiate more favourable supply contracts and payment terms.

The agreement on the equity injection by Ineos is conditional amongst other things upon:

The completion of the purchase by Ineos affiliates of the Chlor-Chemicals, Klea and Crosfield businesses of ICI
Agreement with EVC's lenders and noteholders with certain of whom preliminary discussions have already been held
The approval of EVC's shareholders
Relevant regulatory approval.
EVC will postpone its scheduled extraordinary General Shareholders' Meeting of 17 January 2001 and convene a new meeting to be held as soon as practicable. The notice, which convenes the meeting, will be accompanied by a prospectus containing a description of the proposal and of the current position of the company adequate to enable shareholders to make a fully informed assessment of the merits of the proposal and the risks attached to any subscription for further EVC shares. It is expected that the transaction will be completed during the first quarter of 2001.

The Ineos Group, inclusive of the recent ICI acquisition, is a leader in ethylene oxide, glycol, acrylics, chlor-chemicals and speciality inorganics with manufacturing sites in most major countries. Ineos Group has around 6,000 employees and an annual turnover of around Euro 3 billion.

EVC is Europe's leading PVC manufacturer and a global leader in VCM/PVC technology. It operates major integrated sites across Europe and in India and employs about 3,500 people with a turnover of around Euro 919 million in 1999. EVC's activities include the manufacture of EDC, VCM, PVC resins, compounds, rigid films and the development and licensing of the technologies associated with the key manufacturing processes.


European Chemical News 2000/10/23 

Venture Capital所有の VestolitがEVC買収交渉を続けていたが、取りやめとなった。理由はEVCの資金繰りと欧州塩ビ事業の業績悪化。Venture Capital側は塩ビ事業拡大の方向は変わらないとしている。


TAKEOVER
EVC's cash problems and uncertain markets cause Vestolit to withdraw

A volatile European PVC market is cited as the reason for venture capital-owned German vinyls company Vestolit pulling out of takeover talks with Netherlands-based European Vinyls Group (EVC). However, it is clear that EVC's cash problems are mounting, as evidenced by the move to renegotiate loan covenants and sell what had previously been seen as core assets.
D George Harris, Candover and Advent, Vestolit's owners, could believe a better deal can be struck at some point in the future. Talks between the two began in July, and were finally called off two weeks ago.
A consortium led by venture capitalist George Harris acquired Vestolit in December 1999 as part of wider plans to invest in and influence the long-overdue restructuring of the European PVC market.
Following the collapse of talks with EVC, Harris said: 'Our goal is the same, our method of getting there may be different. We are in discussion with other people'.
The decision not to buy was influenced by the downturn in the European PVC market, said EVC. Demand has decreased, selling prices have weakened, and input costs have risen due to the high price of oil. These factors have adversely affected EVC's margins, and it now expects to make an operating loss in the last two quarters.
The company has experienced problems recently, including a seven week shut-down of its VCM plant at Runcorn, UK. This caused production shortages throughout Europe.
EVC intends to tackle its difficulties by undergoing a restructuring programme. It will focus on the core VCM and S-PVC businesses. The plant at Runcorn is now fully operational and a new PVC facility at Schkopau in Germany is functioning.
EVC is also looking at making disposals in downstream activities such as compounds, rigid films and emulsion PVC. 'There will be some redundancies, but no closure of plant', EVC said. The intention is to make savings of E20m ($17m) in fixed costs over the next 12 months, and reduce debt.
EVC is also hoping to renegotiate some of the lending criteria relating to its bank loans. 'We are not seeking more money, but more flexibility in the use of existing facilities', said EVC.


化学工業日報 2002/8/19 

イネオスキャピタル EVCの株買い増し 出資比率75%超へ

 イネオス・キャピタルは、ENIグループが持つ欧州最大の塩化ビニル樹脂(PVC)メーカーであるヨーロピアン・ビニルズ・コーポレーション(EVC)の株式を買収する。イネオス・グループはすでにEVCの経営権を取得しているが、今回の株式の取得で出資比率を75.35%に引き上げる。
 イネオス・キャピタルはENIグループの持つEVCの2、313、940株を買い取る。現在の69.06%の出資比率は、これによって75.35%になる。
 EVCは86年にICIとエニケムの合弁会社として発足した。94年にはアムステルダムの証券取引所に株式を上場、2001年にイネオス・グループが経営権を確保していた。同社は欧州最大のPVCメーカーだが、90年代後半に赤字を計上し、イネオス・グループの下で経営改革を進めている。


The rest of EVC is traded on the Amsterdam stock exchange. Ineos acquired a majority stake in EVC last year(2001) and signed an agreement with EniChem's under which it could buy EniChem's EVC stake without triggering a public offer for the rest of EVC's shares.
(Chemical Week 2002/8/9)


1998/2/25 EVC

BSL AND EVC SIGNED PRELIMINARY AGREEMENT FOR PVC INVESTMENTS

European Vinyls Corporation (Deutschland) GmbH (EVC), a subsidiary of EVC International NV, and Buna Sow Leuna Olefinverbund GmbH (BSL), have reached a preliminary agreement under which EVC will build a new Polyvinyl Chloride (PVC) plant at Schkopau and will also acquire BSL's existing PVC assets. The agreement is subject to the approval of the competent Authorities and the boards of directors of both EVC International NV and BSL. Definitive Agreements are expected to be completed by the end of first quarter 1998.

For the EVC Group, the investment at Schkopau will be a direct fit with the company's business growth strategy for PVC, helping EVC to position itself for growth in the emerging Eastern European market. At the same time, EVC will become the major customer for Vinyl Chloride Monomer (VCM), a feedstock to PVC, produced at BSL's Schkopau plant.

EVC plans to build a new PVC plant and to invest in the further modernisation and upgrading of facilities at the Schkopau site over the next two or three years. This move will come as a part of a programme to attract additional investment from downstream customers in the chemical complex.

Ettore dell'Isola, CEO of EVC International NV added: "We see this as an opportunity to create added value for our shareholders, using our most recent Suspension PVC technology at a site which will become of fundamental importance in the Europe of tomorrow".

BSL General Manager, Bart Groot, said "BSL's shareholders have agreed that since they wish to develop the chlorine and Vinyl Chloride Monomer (VCM) businesses based at the Site, this was best achieved with a partner who was already active in the PVC business. As the leading European producer, EVC fits the bill perfectly".

BSL combines nearly a century of German chemical tradition with a strong focus on growing markets and breakthrough products and technologies that will drive its success into the next millennium.
The Dow Chemical Company has an 80% share in the BSL complex, and as an acknowledged partner with The Dow Chemical Company's global organisation, BSL can meet the needs of its customers anywhere in the world.

European Vinyls Corporation is a public company quoted on the Amsterdam Stock Exchange and highly focused on PVC. Turnover in 1997 was NLG 2.4 billion and the company employs nearly 4,000 people on sites in the UK, Italy, Germany, Switzerland, Spain and India.


http://www.dow.com/valuepark/investors/

EVC took over the BSL PVC production facility at the Schkopau site on June 1,1998 and immediately started to modernize it and set up a new S-PVC plant.

The sum invested was DEM110 million, of which 24 million was for equipment and 19 million for planning and project management. 125 workers are currently employed in Schkopau, producing a total of 50 kilotons of PVC-E and 280 kilotons of PVC-S a year.


2004/12/13 Platts

Ineos extends offer deadline for EVC shares; cites disappointment

Intermediate chemicals producer Ineos, through its financial vehicle Hawkslease Finance Co Ltd, has extended the
public cash offer acceptance period for all remaining ordinary shares of EVC International, until Dec 23, 2004 at 1500 CET (1400 GMT). HFCL said it was "disappointed" that less than 95% of the EVC Shares were tendered. Ineos currently holds about 85.9 % of all EVC Shares.

HFCL said it believes it has provided the holders of EVC shares "with an opportunity to sell their EVC Shares at a fair value in cash" as outlined in its offer document on Nov 8. The proposed offer price amounts to Eur3.50 ($4.34) in cash for each ordinary EVC Share. HFCL added that if, at closing of the extended offer acceptance period, HFCL has not acquired 95% or more of the issued share capital of EVC, HFCL intends to make an immediate approach to the management and supervisory board of EVC to discuss "other legally permitted methods to purchase all EVC Shares or other steps that it deems appropriate."


2004/10/14 Ineos

Proposed offer by HFCL for all EVC Shares
http://www.ineos.com/news/details_pressrealeases.php?id_press=59

Hawkslease Finance Company Limited (HFCL) and EVC International N.V. (EVC) announce that HFCL, a company controlled by INEOS, intends to make a firm public offer for all ordinary shares in the capital of EVC with a nominal value of EUR 1 listed on the Official Market of Euronext Amsterdam (the EVC Shares).

The proposed offer price amounts to EUR 3.50 in cash for each ordinary EVC Share.

The offer proposal has been made to the Management Board and Supervisory Board of EVC. EVC and HFCL believe that the expectation is justified that agreement can be reached between EVC and HFCL on the terms and conditions of the intended offer. The Management Board and Supervisory Board of EVC have decided to unanimously and unconditionally recommend the proposed offer.

INEOS currently holds approximately 85.9% of all EVC Shares.

If the intended public offer is made, the honouring of such public offer will be subject to customary conditions, including at least 95% of the outstanding EVC Shares having been tendered.

It is expected that within 30 days an offer document will be published in the Netherlands which will include the further terms and conditions of the proposed offer.