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 Italy’s EniChem and England’s ICI
which were, at that time, Western Europe’s 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 Europe’s 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
EVC’s 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 Group’s 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.
The following
figures were last updated on 08 June 2000.
Compounds
Rigid Film
|
(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)
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.
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.