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<strong>Annual</strong> <strong>Report</strong> <strong>2005</strong><br />

We will create enduring value<br />

and leave clear footprints


Key figures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2<br />

Highlights <strong>2005</strong> . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3<br />

Letter from the Chief Executive Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4<br />

This is Ferd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6<br />

Vision, corporate mission statement and value platform . . . . . . 7<br />

Board of Directors’ <strong>Report</strong> <strong>2005</strong> . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8<br />

Consolidated profit and loss account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15<br />

Consolidated balance sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16<br />

Cash flow analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18<br />

Notes to the accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19<br />

Ferd Holding AS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27<br />

Auditor’s report <strong>2005</strong> . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31<br />

Strategy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32<br />

Partnership with Young Enterprise Norway . . . . . . . . . . . . . . . . . . . . 36<br />

Elopak AS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40<br />

Swix Sport AS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46<br />

Ferd Private Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48<br />

Ferd Invest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52<br />

Ferd Venture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54<br />

Ferd Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58<br />

Executive Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62<br />

Addresses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63<br />

FRONT PAGE: Færder lighthouse on the island of Tristein off Tjøme in<br />

the Oslo fjord marks the boundary between the Oslo fjord and<br />

Skagerrak. The tower is made of cast iron and was completed in<br />

1857. Standing 43 meters high, this is the second tallest lighthouse<br />

in Norway and the third oldest. However, the original Færder light<br />

dates back to 1696, making it the second in Norway after Lindesnes.<br />

The old lighthouse was located a little north of today's tower - on the<br />

island of Store Færder, where its ruins can be seen to this day.<br />

THIS PAGE: Homborsund lighthouse stands on a small island at the<br />

entry to the Hombor sound off Grimstad. The lighthouse dates from<br />

1879, and is of concrete construction.


Last year marked the 350th<br />

anniversary of the first lighthouse<br />

in Norway. This was in 1655, at<br />

Lindesnes. Since then 200 lighthouses<br />

have been built at one<br />

time or another. Powerful coastal<br />

lights, visible from way out at sea,<br />

smaller lights to mark coastal<br />

routes or harbour entrances. Our<br />

lighthouses provide a continually<br />

changing navigation system.<br />

Changing needs have led to new<br />

lighthouses being built and old<br />

lighthouse stations being closed.<br />

At the high point there were 150<br />

lighthouses in operation in<br />

Norway, but we are now down to<br />

around 100. The first lights were<br />

wood fired; then came coal, oil<br />

and paraffin. Today everything is<br />

electric, in some places using solar<br />

energy. Despite all the changes<br />

over the years, lighthouses are<br />

still the most visible and lasting<br />

footprints of many generations'<br />

voyages around the coasts of<br />

Norway.<br />

POWERFUL LIGHT. The coastal lighthouse<br />

at Slåtterøy has been in<br />

operation since 1859, and the<br />

beam from the powerful lenses<br />

in its 25 m high tower are still<br />

the first sign of land for an untold<br />

number of ships heading in from<br />

the ocean.<br />

1


Key figures<br />

2<br />

NOK million<br />

Profit and loss account<br />

Operating revenue<br />

Operating profit<br />

Profit for the year<br />

Cash flow<br />

Net cash from operations<br />

Net cash from investments<br />

Equity ratio<br />

Equity ratio (%) book value<br />

Equity ratio (%) value-adjusted<br />

Liquidity<br />

Cash, bank and listed securities<br />

Return on capital<br />

Return on equity (%) book value<br />

Return on equity (%) value-adjusted<br />

<strong>2005</strong><br />

5 970<br />

884<br />

4 026<br />

266<br />

3 068<br />

77%<br />

81%<br />

6 002<br />

64%<br />

28%<br />

2004<br />

5 957<br />

641<br />

664<br />

602<br />

42<br />

63%<br />

76%<br />

2 186<br />

19%<br />

12%<br />

2003<br />

5 582<br />

731<br />

586<br />

733<br />

18<br />

52%<br />

67%<br />

2 247<br />

22%<br />

2002<br />

3 892<br />

- 473<br />

- 301<br />

856<br />

- 441<br />

47%<br />

1 499<br />

- 12%<br />

TOTAL ASSETS BY BUSINESS AREA (BOOK VALUE) OPERATING PROFIT - 7 YEAR HISTORY<br />

NOK million NOK million<br />

Other<br />

Elopak<br />

Ferd Private Equity<br />

Ferd Real Estate<br />

Ferd Venture<br />

Ferd Invest<br />

3 751<br />

492<br />

260<br />

2 318<br />

3 566<br />

603<br />

1 000<br />

800<br />

600<br />

400<br />

200<br />

0<br />

-200<br />

-400<br />

-600<br />

2001<br />

4 952<br />

200<br />

161<br />

509<br />

- 350<br />

52%<br />

1 446<br />

5%<br />

2000<br />

4 931<br />

65<br />

116<br />

271<br />

- 280<br />

47%<br />

1 778<br />

4%<br />

1999<br />

5 192<br />

515<br />

530<br />

630<br />

- 1 072<br />

51%<br />

1 936<br />

16%<br />

1999 2000 2001 2002 2003 2004 <strong>2005</strong>


Highlights of <strong>2005</strong><br />

■ Ferd sold all its shares in Skandinavisk<br />

Tobakskompagni in <strong>2005</strong>. The sale<br />

raised EUR 420 million, with a gain<br />

on disposal of NOK 3 037 million.<br />

■ Value-adjusted equity grew by 28%<br />

in <strong>2005</strong>. By the close of <strong>2005</strong>, valueadjusted<br />

equity including the gain on<br />

the sale of shares in ST amounted to<br />

NOK 10.9 billion.<br />

■ All business areas made a positive<br />

contribution to the group’s earnings<br />

in <strong>2005</strong>. Elopak strengthened its core<br />

businesses and Ferd Private Equity<br />

produced a sizeable increase in the<br />

value of its portifolio, while<br />

favourable stock market conditions<br />

meant that Ferd Invest made the<br />

largest contribution to earnings.<br />

PIVOTED BEACONS. The first lighthouses were simply beacons, often no more<br />

than an open fire lit in an iron basket on a rocky headland. The pivoted beacon<br />

was a more advanced idea, built using a long pivoted tree trunk. Wood or<br />

coal was burnt in a basket hanging from one end of the trunk, which could be<br />

lowered to add more fuel. However, if the flames were too high they burnt the<br />

tree trunk, and this form of construction fell out of use. No pivoted beacons<br />

remain, but this reconstruction at Verdens Ende in Norway was built in 1932.<br />

3


Letter from the Chief Executive Officer<br />

“<br />

What really merits attention<br />

is not that the year's<br />

earnings were so good, but<br />

that we still have such great<br />

potential.<br />

4<br />

BEST-EVER RESULTS<br />

Ferd achieved its best-ever results in<br />

<strong>2005</strong>. This is the case even before<br />

adding in the sizable gain from the<br />

sale of our shares in Skandinavisk<br />

Tobakskompagni (ST), which we can<br />

safely say was a non-recurring item.<br />

However, what really merits attention<br />

is not that the year's earnings were so<br />

good, but that we still have such great<br />

potential. It may well be some years<br />

before we can report such good results<br />

again, but it does not need to take too<br />

long. Elopak is now growing more profitably<br />

than before in all geographic<br />

areas, Ferd Private Equity and Ferd<br />

Venture have companies in their portfolios<br />

that offer good opportunities for<br />

very strong returns in future years, Ferd<br />

Real Estate is close to start developing<br />

its sizable landbank at Ensjø in Oslo,<br />

and Swix Sport has more and better<br />

positioned brands than ever before.<br />

Ferd’s best years are therefore still to<br />

come. And that is as it should be, since<br />

it will be very challenging to maintain<br />

our current level of value-adjusted rate<br />

of return on capital.<br />

Ferd starts 2006 with an equity ratio of<br />

81%, much higher than our target to<br />

keep above 40%. We will allocate more<br />

capital to the current business areas in<br />

line with the strategy established in<br />

2004, but this will still leave considerable<br />

unallocated risk capital. We will<br />

therefore launch a number of new initiatives<br />

this year. At the time of writing<br />

our plans are still at the drawing board<br />

stage, but in broad outline we intend to<br />

invest in mature and growing companies<br />

as an active and long-term industrial<br />

owner, either alone or in collaboration<br />

with other investors, while at the<br />

same time making our financial investment<br />

activities even more professional.<br />

<strong>2005</strong> confirmed our ability to contribute<br />

to significant value creation in partnership.<br />

One example of this is the results<br />

achieved by our active participation in<br />

Energy Ventures Fund I and Fund II. Both<br />

these funds have performed well, and<br />

we saw the first exit with the successful<br />

IPO of the offshore company Advanced<br />

Production and Loading. A second example<br />

is the Ferd Private Equity Fund,<br />

which produced an impressive return<br />

for Ferd and the other investors from<br />

the sale of Collett Pharma to Orkla.<br />

These and other examples demonstrate<br />

that Ferd offers much more than just<br />

capital, and that our contribution also<br />

benefits our partners. This recognition<br />

of our contribution has encouraged us<br />

to commit ourselves more actively to<br />

collaborative ventures. Among these I<br />

would like to mention Selvaag Pluss<br />

Eiendom, where Ferd Real Estate<br />

invested as one of four partners in a<br />

new concept to develop full service<br />

apartments in a number of Norwegian<br />

cities as well as in Spain. We intend to<br />

develop the collaborative investment<br />

model further in future years. In some<br />

cases access to cash will be crucial, and<br />

this may make it appropriate for Ferd to<br />

take full control.<br />

Ferd is now in a position where the<br />

group can attract the best people. This<br />

was confirmed by our performance in<br />

<strong>2005</strong> and will be crucial to our future<br />

results. However it is becoming difficult<br />

to find good candidates in some specialist<br />

areas, particularly people with worldclass<br />

scientific expertise. If our education<br />

system is to produce these skills,<br />

it needs exceptional teachers and programs<br />

at every level. Politicians and the<br />

authorities carry an enormous responsibility<br />

for this as the owners and decision-makers<br />

for the school system. We<br />

cannot rely on access to highly qualified<br />

people from abroad to meet our needs,<br />

and the Norwegian education system<br />

has an important role to play. While it<br />

can be said that talented people go<br />

where the money is, it is more often<br />

the case that money follows the people.<br />

Ferd makes a major part of its investments<br />

in Norway, and we want this to<br />

continue, but we recognise that investments<br />

may increasingly have to be in<br />

companies that operate a major part<br />

of their value chain internationally.<br />

While external commentators will focus<br />

on Ferd's pre-tax profit for <strong>2005</strong>, what<br />

really matters for the future is the performance<br />

of our value-adjusted equity.<br />

Excluding the ST sale, the value adjusted<br />

return on equity in <strong>2005</strong> was 20.2%.<br />

However, reporting a high percentage


eturn does not necessarily provide a<br />

complete picture of the value creation<br />

achieved in companies where values are<br />

booked at cost price. This may be due to<br />

emphasising top line growth, strategic<br />

repositioning, growth in profit margins<br />

or even in some cases decisions to<br />

repay borrowings as a result of good<br />

earnings. The trained reader of accounting<br />

figures will, in the same way as we<br />

do in Ferd, recognise the achievements<br />

of employees and partners in these<br />

companies where successful value<br />

creation will become much more<br />

apparent in future years. It is always<br />

pleasing to report good historical<br />

figures, but we are driven by our<br />

objective to create enduring value<br />

and leave clear footprints.<br />

Johan H. Andresen, Jr.<br />

Chief Executive Officer<br />

5


This is Ferd<br />

Ferd is a Norwegian industrial and financial<br />

group with activities concentrated on<br />

active long-term ownership of strong<br />

companies with international potential,<br />

as well as financial investments based<br />

on the group's core expertise in finance,<br />

business development and networking.<br />

Ferd also has an extensive real estate<br />

business. The group's dual structure<br />

means that its industrial and investment<br />

activities compete on equal terms for the<br />

group's capital resources.<br />

The group is structured as five business<br />

areas: Ferd Private Equity, Ferd Invest,<br />

Ferd Venture, Ferd Real Estate and<br />

Elopak. The group also includes the<br />

brand warehouse Swix Sport.<br />

6<br />

ELOPAK<br />

Carton Division<br />

Plastics Division<br />

Market Areas<br />

Elopak is a leading<br />

international supplier<br />

of packaging systems<br />

for the liquid food<br />

market, catering for<br />

both fresh and aseptic<br />

filling of highquality<br />

packaging.<br />

FERD<br />

PRIVATE EQUITY<br />

Ferd Equity Partners<br />

(40 percent)<br />

Investor in the Ferd<br />

Private Equity Fund<br />

Ferd Private Equity is<br />

the largest of 25<br />

Norwegian and international<br />

investors in<br />

the Ferd Private<br />

Equity Fund, which is<br />

the leading private<br />

equity fund with a<br />

focus on Norway. Ferd<br />

owns 40 percent of<br />

Ferd Equity Partners,<br />

the investment<br />

adviser to the fund.<br />

Ferd is wholly owned by Johan H.<br />

Andresen, Jr. who is also the group Chief<br />

Executive Officer. All the owner's commercial<br />

business interests are concentrated<br />

in the Ferd group. The chairman of<br />

Ferd’s Board of Directors and all its members<br />

are external appointments.<br />

HISTORY<br />

Ferd adopted its current structure of five<br />

business areas in 2000. The group<br />

changed its name to Ferd the following<br />

year. However, the company's history<br />

dates back to 1778, and it has been<br />

owned by the Andresen family ever<br />

since 1849 when the first Johan H.<br />

Andresen bought J. L. Tiedemanns<br />

Tobaksfabrik. The company's operational<br />

involvement in the tobacco industry<br />

FERD INVEST FERD VENTURE FERD EIENDOM<br />

Equity investments<br />

Investments in<br />

international equity<br />

funds<br />

Invests in companies<br />

with sound business<br />

concepts, good potential<br />

for value creation,<br />

shareholder-oriented<br />

management and<br />

acceptable gearing.<br />

FERD<br />

Direct investments<br />

Investments in<br />

venture capital funds<br />

Offers risk capital for<br />

technology-based<br />

Nordic growth companies<br />

with significant<br />

potential, principally<br />

in the ICT and energy<br />

sectors.<br />

ended in 1998, and it sold its last financial<br />

investment in this industry in <strong>2005</strong>.<br />

The group's long history of industrial<br />

ownership continues today through businesses<br />

such as the international brand<br />

warehouse Swix Sport, acquired in 1978,<br />

and the global packaging systems supplier<br />

Elopak, which the group established<br />

in 1957 to produce Pure-Pak packaging<br />

under license. Elopak went on to purchase<br />

Ex-Cell-O's packaging division in<br />

1987, giving it exclusive global rights to<br />

the Pure-Pak system.<br />

Real Estate management<br />

Real Estate<br />

development<br />

Real Estate investments<br />

Ferd Real Estate is<br />

an active real estate<br />

investor. It manages<br />

and develops a significant<br />

portfolio of<br />

commercial property<br />

as well as developing<br />

new residential projects<br />

for sale. Most of<br />

its real estate interests<br />

are in the Oslo<br />

area.<br />

SWIX SPORT<br />

Brands<br />

Develops, produces<br />

and markets ski<br />

waxes, ski poles and<br />

accessories as well as<br />

textile goods for<br />

sporting and other<br />

active recreational<br />

pursuits, both domestically<br />

and internationally.


Vision, corporate mission statement and value platform<br />

VISION:<br />

We will create enduring value<br />

and leave clear footprints<br />

CORPORATE MISSION STATEMENT:<br />

Ferd will focus on being a proactive<br />

long-term owner of strong<br />

companies with international<br />

potential as well as operating as<br />

a financial investor, making use<br />

of its core expertise in finance,<br />

business development and networking<br />

VALUE PLATFORM:<br />

Ferd has defined two sets of values<br />

that will play an important<br />

role in realising the business<br />

vision for which we strive<br />

CHARACTERISTIC SILHOUETTE.<br />

Ytterøyane lighthouse, on a<br />

small island northwest of<br />

Kinn in Sogn og Fjordane.<br />

This describes the vision that we will strive<br />

to achieve. By value we mean more than<br />

just financial return - value is also created<br />

through personal development and<br />

growth. Equally we shall not forget the<br />

role we play as a significant and valuable<br />

member of society as a whole. Enduring<br />

value signals that we intend to create<br />

something more than just short-term 'bubbles'<br />

- we stand for sound and worthwhile<br />

The mission statement confirms that Ferd<br />

will continue to be involved both as an<br />

active owner of companies and as a financial<br />

investor. This combination of roles has<br />

historically generated good results for the<br />

group, and over the years Ferd has built up<br />

its expertise in both areas. Our corporate<br />

mission underlines the group's commitment<br />

to taking a long-term approach and<br />

stresses that we do not intend to base our<br />

business on making a quick 'turn'.<br />

OPERATIONAL VALUES<br />

Expertise<br />

If we are to be a pro-active owner and partner,<br />

the group needs to build up a store of<br />

knowledge and expertise in important common<br />

areas. We have defined finance, business<br />

development and networking as key<br />

areas of expertise for the group as a whole.<br />

Networking<br />

We strive to develop and make good use<br />

of the group's network of contacts, both<br />

between our industrial companies and<br />

between our industrial and financial activities<br />

as a whole in order to create benefits<br />

such as synergies between our activities.<br />

We must also make full use of the group's<br />

network of international contacts in the<br />

best interests of every individual unit.<br />

Capital<br />

Our strong capital base and healthy liquidity<br />

represent an important competitive advantage,<br />

and give us the capacity to provide<br />

the financial resources needed to develop<br />

and grow both the industrial and financial<br />

investment activities of the group.<br />

projects of enduring value. By leaving<br />

clear footprints we mean that we want<br />

our activities to leave lasting, significant<br />

and visible results in their wake. This also<br />

acknowledges that a trail is clearest if<br />

many follow it - our ambition is for all our<br />

companies, units and employees to be<br />

driven by the same overriding principles<br />

whilst retaining each company's particular<br />

identity and freedom of action.<br />

Moreover the statement stresses that we<br />

will not only be a long-term owner, but<br />

will also play an active role in the companies<br />

where we have a dominant position.<br />

This means that the group is committed to<br />

developing the expertise needed to support<br />

our companies in their continuing<br />

development. A particular challenge in this<br />

area is to ensure that our companies can<br />

benefit from each other's areas of particular<br />

strength and expertise.<br />

CORPORATE VALUES<br />

Credibility<br />

This means that everyone can be confident<br />

that we keep our promises - that we will<br />

implement our strategies and meet our<br />

goals. Even though Ferd is a family-owned<br />

company, credibility requires openness in<br />

our relationship with the media and the<br />

outside world as a whole.<br />

Spirit of adventure<br />

This represents our willingness to take the<br />

initiative and try new opportunities - and<br />

also our readiness to accept that we can<br />

make mistakes. We want our people to be<br />

ready to take the initiative and make the<br />

extra effort, but they must also feel secure<br />

that we understand that not everything can<br />

be 100 percent successful. Our spirit of<br />

adventure means a commitment to progress<br />

and to seeing new opportunities beyond the<br />

distant horizon. It also means that all our<br />

employees will have the opportunity for<br />

personal development and the satisfaction<br />

of creating new adventures for the group.<br />

Teamwork<br />

Ferd can only realise its goals if everyone works<br />

as a team with mutual respect for each other.<br />

This is what creates synergies and a sense of<br />

shared purpose both within each company and<br />

between all the companies in the group.<br />

Long-term view<br />

The continuity, reliability and integrity which<br />

characterise the group will continue to be<br />

central aspects of our personality.<br />

7


Board of Directors’ <strong>Report</strong> <strong>2005</strong><br />

<strong>2005</strong> was a good year for Ferd. For the<br />

first time in the group’s history, all the<br />

business areas reported profits. In addition<br />

to the earnings from the business<br />

areas, the shareholding in Skandinavisk<br />

Tobakskompagni was sold and realised<br />

a gain of NOK 3 037 million. In total,<br />

this gave a pre-tax profit for <strong>2005</strong> of<br />

NOK 4 119 million. The major contribution<br />

in terms of accounting profit<br />

was the return generated on Ferd<br />

Invest’s securities portfolio. Elopak also<br />

made a significant contribution, with<br />

good earnings from the company’s core<br />

activities. Ferd Private Equity’s sale of<br />

Collett Pharma marked a milestone as<br />

the first disposal by the Ferd Private<br />

Equity Fund. This transaction generated<br />

a good return for the investors in<br />

the fund. Ferd Venture recorded a very<br />

good profit when the Energy Ventures<br />

Fund I realised its investment in the<br />

portfolio company APL. Ferd Venture<br />

has also committed significant capital<br />

to Energy Ventures Fund II. Ferd Real<br />

Estate considered many possible properties<br />

for investment in <strong>2005</strong>, but did<br />

not carry out any purchases during the<br />

year. The properties it considered were<br />

sold at prices that would have made it<br />

unrealistic for Ferd Real Estate to<br />

achieve its target return on investment.<br />

Swix Sport reported a weaker than<br />

expected operating profit, mainly due to<br />

the adverse winter weather conditions.<br />

Following the sale of shares in<br />

Skandinavisk Tobakskompagni, Ferd’s<br />

consolidated balance sheet shows NOK<br />

3 837 million of free liquid assets and<br />

only NOK 1 067 million of interestbearing<br />

liabilities. This capacity will be<br />

used in the future for a new industrial<br />

investment initiative, accompanied by<br />

investment in financial assets of similar<br />

size to maintain the balance of the<br />

group’s overall risk profile. The group’s<br />

strong financial condition and the<br />

steps taken to strengthen its organisation<br />

over recent years lead the Board to<br />

conclude that Ferd is well-positioned<br />

to realise its vision of creating enduring<br />

value and leaving clear footprints.<br />

THE GROUP’S VALUE-ADJUSTED EQUITY<br />

Ferd operates as a financial investor<br />

from its head office at Lysaker through<br />

the business areas Ferd Invest, Ferd<br />

Venture, Ferd Private Equity and Ferd<br />

Real Estate and has extensive industrial<br />

activities through its subsidiaries<br />

Elopak and Swix. Given the diversified<br />

nature of the group’s activities, the figures<br />

reported for earnings and equity<br />

in accordance with generally accepted<br />

accounting principles provide only a<br />

limited degree of information on the<br />

underlying value of the group. Ferd<br />

8<br />

therefore supplements its accounting<br />

reporting with a value-adjusted analysis<br />

of its results. Such an analysis involves<br />

considerable uncertainty since it is<br />

based on a number of assumptions and<br />

estimated values. The group estimates<br />

its value-adjusted equity at the close of<br />

<strong>2005</strong> at NOK 10.9 billion, representing<br />

an increase of 28% from 2004. Ferd’s target<br />

is to achieve 10% average annual<br />

growth in value-adjusted equity.<br />

Value-adjusted equity<br />

Verdijustert egenkapital<br />

NOK billion<br />

12<br />

10<br />

8<br />

6<br />

4<br />

2<br />

0<br />

2003 2004 <strong>2005</strong><br />

Value-adjusted equity (left)<br />

Return on value-adjusted equity (right)<br />

30%<br />

25%<br />

20%<br />

15%<br />

10%<br />

5%<br />

0%<br />

FINANCIAL RESULTS AND CASH FLOW<br />

The group’s operating revenue<br />

amounted to NOK 5 969 million in <strong>2005</strong><br />

as compared to NOK 5 957 million in<br />

2004. Consolidated operating profit for<br />

<strong>2005</strong> totalled NOK 884 million, which<br />

was NOK 243 million higher than in<br />

2004. The strong improvement in operating<br />

profit reflects improved profitability<br />

at Elopak and a higher investment<br />

return from Ferd Invest. Net financial<br />

items increased from NOK 141 million in<br />

2004 to NOK 197 million in <strong>2005</strong>. Lower<br />

interest rates, combined with debt<br />

repayments, led to lower financial<br />

expense for Elopak in <strong>2005</strong> as compared<br />

to 2004. In addition, the group generated<br />

a higher return on its bank deposits,<br />

including a currency gain on the settlement<br />

from the sale of the shareholding<br />

in Skandinavisk Tobakskompagni. A dividend<br />

of NOK 206 million was received<br />

from Skandinavisk Tobakskompagni, in<br />

line with the previous year.<br />

Further commentary on financial<br />

Operating Driftsresultat pr. forretningsområde profit by business siste 2 år area<br />

NOK million<br />

600<br />

500<br />

400<br />

300<br />

200<br />

100<br />

0<br />

-100<br />

Elopak Ferd<br />

Private<br />

Equity<br />

2004<br />

<strong>2005</strong><br />

Ferd<br />

Invest<br />

Ferd<br />

Venture<br />

Ferd<br />

Real<br />

Estate<br />

Other<br />

results for <strong>2005</strong> can be found below in<br />

the separate sections on the group’s<br />

business areas.<br />

A substantial reform of Norwegian<br />

taxation for shareholders and limited liability<br />

companies came into effect in<br />

<strong>2005</strong>. What is known as the exemption<br />

model now applies to income received<br />

by a company from investment in<br />

shares, with the effect that such income<br />

is to all practical intent exempt from taxation<br />

and losses on shares are similarly<br />

not tax deductible. What is known as the<br />

shareholder model applies to shares<br />

held by private individuals, making<br />

income from investments in shares taxable<br />

as general income to the extent that<br />

it exceeds a stipulated standard rate of<br />

return. One of the implications of these<br />

changes for Ferd is that the gain on the<br />

sale of shares in Skandinavisk Tobakskompagni<br />

is not subject to tax, and tax<br />

will only arise if the owner of Ferd benefits<br />

from this gain by drawing a dividend.<br />

The tax charge for <strong>2005</strong> was NOK<br />

93 million as compared to NOK 118<br />

million for 2004. Elopak’s tax charge for<br />

<strong>2005</strong> was affected by NOK 52 million in<br />

respect of accounting losses not<br />

deductible for tax. This arose mainly<br />

because deferred tax assets arising<br />

from losses in certain countries are not<br />

capitalised. In addition, Elopak<br />

recorded goodwill depreciation that<br />

was not tax deductible.<br />

Maintaining a high and stable cash<br />

flow is a priority target for the group.<br />

Net cash flow for <strong>2005</strong> was made up of<br />

cash from operations of NOK 266 million,<br />

cash from investment activities of<br />

NOK 3 068 million and cash from<br />

financing activities of NOK -177 million.<br />

SALE OF THE SHAREHOLDING IN<br />

SKANDINAVISK TOBAKSKOMPAGNI<br />

The decision in autumn <strong>2005</strong> to sell<br />

Ferd’s 17.2% shareholding in<br />

Skandinavisk Tobakskompagni represented<br />

an important milestone for the<br />

group’s development. The sales proceeds<br />

of EUR 420 million have given<br />

Ferd an even stronger starting point to<br />

realise its objective of creating enduring<br />

value and leaving clear footprints.<br />

Ferd’s history is intertwined with the<br />

development of its involvement in the<br />

tobacco industry. From the start of its<br />

history, Tiedemanns Tobaksfabrik was<br />

always a leading company in the<br />

Norwegian tobacco industry, becoming<br />

a clear market leader with strong brands<br />

and a high market share. Tiedemanns<br />

Tobaksfabrik merged with Skandinavisk<br />

Tobakskompagni in 1998. This transaction<br />

resulted in Ferd, through its subsidiary<br />

Andresen Holding, owning 17.2%<br />

of the share capital of Skandinavisk


Tobakskompagni. The merger marked<br />

a clear change in Ferd’s ownership relationship<br />

with the tobacco business.<br />

Prior to the merger, Tiedemanns<br />

Tobaksfabrik was the focal point of the<br />

group’s industrial activities, but following<br />

the merger it saw its shareholding<br />

in Skandinavisk Tobakskompagni as a<br />

financial investment.<br />

Ferd has played an active ownership<br />

role in Skandinavisk Tobakskompagni<br />

since 1998, and this has included two<br />

representatives on the Board of Directors.<br />

The company has shown an impressive<br />

ability to successively improve its earnings,<br />

and has paid a high and stable dividend<br />

that has played a crucial role in<br />

Ferd’s ability to invest in other areas.<br />

The Board’s decision to nonetheless sell<br />

the group’s shares in Skandinavisk<br />

Tobakskompagni was based on three<br />

main reasons:<br />

Firstly, the Board considered that<br />

Skandinavisk Tobakskompagni’s future<br />

growth prospects were limited.<br />

Important factors in this respect are<br />

the emergence of low-price cigarette<br />

brands and falling tobacco consumption<br />

in important markets, due in part<br />

to higher taxes and bans on smoking in<br />

many locations.<br />

Secondly, the Board took the view<br />

that it was neither possible nor desirable<br />

for Ferd to play an even more active<br />

ownership role in Skandinavisk Tobakskompagni.<br />

The company has a sizeable<br />

majority shareholder created from the<br />

three Danish tobacco companies that<br />

originally founded Skandinavisk Tobakskompagni.<br />

The next largest shareholder<br />

is a large global tobacco company.<br />

The third, and perhaps most important,<br />

reason for the decision to sell the<br />

shares in Skandinavisk Tobakskompagni<br />

is the expertise that Ferd has developed<br />

over recent years and the return that<br />

Ferd’s organisation can be expected to<br />

generate on the capital released by selling<br />

the shares. Ferd’s current business<br />

areas offer very good opportunities for<br />

profitable growth, and Ferd also has<br />

the expertise to generate good returns<br />

on investments in other areas.<br />

The Board therefore concluded<br />

that, over the longer term, the group’s<br />

investment in Skandinavisk Tobakskompagni<br />

would not contribute to fulfilling<br />

Ferd’s objectives to the same<br />

extent as could be achieved by alternative<br />

uses of the capital tied up in this<br />

investment.<br />

FINANCIAL STRATEGY<br />

The group’s objective is to generate<br />

sound long-term return on capital while<br />

maintaining a moderate risk profile.<br />

Ferd aims to achieve its objective<br />

through its significant business activities<br />

in both industrial and investment activities.<br />

The results reported for recent years<br />

demonstrate very clearly that the group’s<br />

investment activities are very dependent<br />

on conditions in the equity markets. The<br />

group’s industrial activities have also<br />

shown sizeable fluctuations in reported<br />

accounting profit, and it is reasonable to<br />

assume that the underlying values are<br />

also volatile. Ferd is exposed to equity<br />

investments to a large degree, although<br />

these investments are well diversified in<br />

terms of the company type, industry,<br />

size, stage of life cycle etc. Nonetheless,<br />

the overall performance of these investments<br />

will be relatively highly correlated<br />

with the performance of equity markets.<br />

The asset classes of real estate and fixedincome<br />

represent diversifying factors,<br />

but the current relatively small allocations<br />

to these classes limit the scale of<br />

this effect. In total, it must be concluded<br />

that the group can expect major fluctuations<br />

in its value-adjusted equity and<br />

that Ferd has high exposure to operational<br />

risk. One measure to increase<br />

diversification and reduce the exposure<br />

to operational risk is the establishment<br />

at the start of 2006 of a portfolio of<br />

hedge fund investments of around<br />

NOK 500 million.<br />

Ferd maintains a moderate financial<br />

risk profile in order to ensure that<br />

the group’s total risk level is acceptable.<br />

This is achieved mainly by maintaining<br />

a strong equity ratio and good liquidity.<br />

At the close of <strong>2005</strong>, the group had no<br />

interest-bearing liabilities except for<br />

Elopak’s external financing. The group’s<br />

investment in Skandinavisk Tobakskompagni<br />

has helped to ensure a high<br />

and stable cash flow.<br />

The sale of the shareholding in<br />

Skandinavisk Tobakskompagni creates<br />

new requirements for the level of liquidity<br />

reserves and the cash flow expected<br />

from new investments. Periods of weak<br />

cash flow and/or high interest rates may<br />

make it necessary to realise investments<br />

at undesirable times in order to maintain<br />

debt service payments. The group’s<br />

Equity Egenkapitalandel ratio<br />

90 %<br />

80 %<br />

70 %<br />

60 %<br />

50 %<br />

40 %<br />

30 %<br />

20 %<br />

10 %<br />

0 %<br />

52 52<br />

47<br />

67<br />

2001 2002 2003 2004<br />

Equity ratio (%) book value<br />

Equity ratio (%) value-adjusted<br />

63<br />

76<br />

81<br />

77<br />

<strong>2005</strong><br />

financial strategy must therefore carefully<br />

consider the risks of fluctuations in<br />

the value of investments, the stability of<br />

the cash flows they generate and the<br />

scope for realising investments at short<br />

notice. Ferd’s activities are exposed to<br />

currency risk since receipts and payments<br />

in foreign currencies are not fully<br />

matched. The group seeks to minimise<br />

this risk through the active use of various<br />

hedging instruments. In its financial<br />

investment activities, the group hedges<br />

all investment in foreign currency<br />

denominated interest-bearing securities,<br />

but does not hedge investments in<br />

equity instruments. Elopak has limited<br />

currency risk despite being an international<br />

business with many cross-border<br />

transactions. This is achieved by ensuring<br />

that operating costs and raw material<br />

purchases are to a large extent in the<br />

same currency as the related operating<br />

revenue. In addition, Elopak uses hedging<br />

instruments to reduce its risk exposure,<br />

for example by hedging major purchases<br />

or investments on the day the<br />

order is placed.<br />

Ferd’s exposure to interest rate risk<br />

arises from funding and interest-bearing<br />

investments, and is managed by<br />

Group Treasury in accordance with<br />

established guidelines. Interest can be<br />

fixed for periods of up to 10 years. The<br />

group (excluding Elopak) has a committed<br />

credit facility of NOK 1 billion<br />

on which no drawings were made in<br />

<strong>2005</strong>. The interest-bearing investment<br />

portfolio is modest, hence the group<br />

has very limited exposure to interest<br />

rate risk. Elopak, which has interestbearing<br />

liabilities of NOK 1 058 million,<br />

manages its own interest rate risk<br />

exposure through active use of suitable<br />

interest rate hedging instruments.<br />

Elopak’s main objective is to reduce the<br />

effect of interest rate fluctuations, and<br />

the company follows a policy of fixing<br />

interest rates on a rolling five-year<br />

basis for 50-70% of its total borrowings.<br />

The group’s industrial activities are<br />

exposed to credit risk through customer<br />

receivables. The group has not historically<br />

suffered any major losses on customer<br />

receivables. In its financial investment<br />

activities, the group only invests<br />

in securities issued by companies of at<br />

least investment grade credit quality.<br />

CORPORATE GOVERNANCE<br />

The Board of Directors of Ferd has substantially<br />

the same responsibilities and<br />

authority as the board of a public company.<br />

This is essential if the Board is to<br />

function effectively and contribute to<br />

sound decision making. Precise risk evaluation<br />

and thorough decision making<br />

processes help to strengthen Ferd’s credi-<br />

9


ility, which is one of the group’s fundamental<br />

corporate values. The Board pays<br />

great attention to ensuring that management<br />

has established satisfactory internal<br />

procedures and control processes so<br />

that the group’s business operates in<br />

accordance with the approved limits and<br />

strategies. The group is about to launch<br />

its plans for significant growth over the<br />

next few years, and the Board will pay<br />

particular attention to the implementation<br />

and monitoring of this strategy in<br />

2006. Ferd is committed to providing<br />

open and reliable information on the<br />

group’s financial condition as one of the<br />

steps it takes to promote its corporate<br />

value of credibility.<br />

The Board held five meetings in<br />

<strong>2005</strong>, one of which was a strategy<br />

meeting held over two days. The attendance<br />

record for its meetings was over<br />

90%. The Board has evaluated its own<br />

performance, and concluded that it is<br />

independent and effective in its operation<br />

although it did identify some<br />

potential for improvement.<br />

ELOPAK<br />

Elopak’s carton activities generated a<br />

sound operating profit in <strong>2005</strong> despite<br />

significant price increases for the company’s<br />

main raw materials. Elopak has<br />

countered these higher costs with continuing<br />

innovation, increased volumes<br />

and further efficiency improvements,<br />

and its carton activities achieved the<br />

best annual earnings in the company’s<br />

history. Plastic packaging activities also<br />

showed an improvement in <strong>2005</strong>, but<br />

in accordance with the revised strategy<br />

for this area these activities are currently<br />

undergoing restructuring which<br />

burdened the Elopak group’s earnings<br />

in <strong>2005</strong> by NOK 54 million. The group’s<br />

consolidated earnings for <strong>2005</strong> are considered<br />

satisfactory in view of the challenging<br />

conditions in which Elopak<br />

operates.<br />

Elopak generated positive cash flow<br />

in <strong>2005</strong>, which was used to repay a significant<br />

proportion of its interest-bearing<br />

borrowings. The cash conversion<br />

ratio, defined as cash from operations<br />

(after changes in working capital and<br />

Operating profit – Elopak<br />

Driftsresultat Elopak siste 5 år<br />

NOK million<br />

300<br />

250<br />

200<br />

150<br />

100<br />

50<br />

0<br />

10<br />

272<br />

2001<br />

135<br />

2002<br />

242<br />

27<br />

251<br />

2003 2004 <strong>2005</strong><br />

investments in fixed assets) as a proportion<br />

of operating profit before amortisation,<br />

was 0.8 in <strong>2005</strong> as compared to 1.0<br />

in 2004. The fall in this ratio was principally<br />

due to an increase in inventories in<br />

anticipation of expected price increases.<br />

Elopak works continuously to<br />

improve the efficiency and profitability of<br />

its production activities. The continuing<br />

rollout of UV flexo press technology<br />

improved the overall efficiency of<br />

Elopak’s production lines in <strong>2005</strong>. The<br />

company increased its capacity for this<br />

new technology to four production lines,<br />

and further production lines will be<br />

added in 2006. In addition to more efficient<br />

capacity utilisation, this technology<br />

is successfully delivering higher print<br />

quality. Other measures to improve efficiency<br />

include optimising the structure<br />

of paperboard for cartons, greater flexibility<br />

and improved processes for polyethylene<br />

paperboard coating.<br />

Construction of the carton factory<br />

in China has been delayed for 12 months,<br />

and construction is now expected to<br />

start in the first quarter of 2006.<br />

In the markets where Elopak operates,<br />

it is essential to take a leading role<br />

in developing new solutions for customers.<br />

The cost savings implemented<br />

elsewhere in the company have not<br />

affected the research and development<br />

effort, and a number of innovative<br />

products and system improvements<br />

were launched in <strong>2005</strong>. Carton innovations<br />

launched in <strong>2005</strong> already account<br />

for 5% of operating revenue. The Pure-<br />

Pak Diamond Curve concept was<br />

launched in Greece in autumn <strong>2005</strong>,<br />

and a range of carton models were subsequently<br />

launched in a number of<br />

European markets for both fresh and<br />

aseptic packaging. Work is underway<br />

on the development of two potential<br />

new carton systems with a view to market<br />

launches in 2006-2007.<br />

Elopak reported higher revenue and<br />

earnings from its carton activities in all<br />

geographic markets. The company is<br />

achieving faster growth than the market<br />

as a whole. Considerable effort has<br />

been devoted to further improving customer<br />

deliveries of high-quality aseptic<br />

packaging systems. Consumption of<br />

fresh milk in Europe, which is Elopak’s<br />

largest market, continued its downward<br />

trend of 1-2% per annum in <strong>2005</strong>.<br />

However, the market for juice consumption<br />

showed an equivalent increase, and<br />

Elopak has strengthened its position in<br />

the market for high quality long-life<br />

juice packaging. Elopak’s carton sales in<br />

the EMEA region as a whole were 8%<br />

higher in <strong>2005</strong>, and sales of screw cap<br />

closures made a further contribution to<br />

Elopak’s growth in this area.<br />

ROUGH SEAS. Skomvær lighthouse in Nordland is on an island southwest<br />

of Røst, way out into the wild waters of the Norwegian Sea.<br />

Sales of both cartons and screw caps<br />

to the American market increased in<br />

<strong>2005</strong>, and this trend is expected to continue<br />

in 2006. Further improvements in<br />

operational efficiency and the launch of<br />

screw caps in the Mexican market are<br />

expected to generate a further improvement<br />

in operating profit from this region.<br />

In the CIS market area (Commonwealth<br />

of Independent States), <strong>2005</strong> was<br />

a challenging year due to the political<br />

and economic situation, but despite this<br />

Elopak reached its sales and earnings<br />

targets. This was achieved thanks to<br />

focused work on customer projects and<br />

the launch of product improvements<br />

including the introduction of screw<br />

caps. The Asian market is characterised<br />

by strong growth in consumption of<br />

dairy and juice products. Elopak’s new<br />

production facility in China will play a<br />

central role in serving this market.<br />

Elopak revised its strategy for the<br />

production and sale of plastics packaging<br />

in <strong>2005</strong>, and company policy is now<br />

not to be the 100% owner of these<br />

activities. Some aspects of the plastics<br />

packaging business were sold in <strong>2005</strong>,<br />

and the company intends to focus on<br />

efficient operation of its remaining<br />

plastic bottle production facilities.<br />

FERD PRIVATE EQUITY<br />

Ferd Private Equity reported operating<br />

profit of NOK 47 million for <strong>2005</strong>. This<br />

represents a sizeable reduction from<br />

the results for 2004, which included<br />

profit and gain on disposal from TiTech<br />

Visionsort. Operating profit for the year<br />

includes a share of the gain the fund<br />

achieved on its sale of Collett Pharma.<br />

It is important to note that the decline<br />

in reported accounting profit does not<br />

reflect the significant increase in the<br />

value of investments held by Ferd Private<br />

Equity Fund.<br />

Ferd Private Equity established an<br />

investment fund in 2004, with 25<br />

Norwegian and foreign investors committing<br />

a capital base of NOK 2 billion.<br />

Ferd is the largest investor in the fund,<br />

and has committed NOK 1 278 million.<br />

Over the course of <strong>2005</strong> Ferd Private<br />

Equity strengthened its team and successfully<br />

established a strong position<br />

in the attractive Norwegian private<br />

equity market. Thanks to its expertise<br />

and active use of its network of contacts,<br />

the organisation has attracted a<br />

good flow of investment opportunities.<br />

The fund made its first disposal in<br />

<strong>2005</strong> with the sale of Collett Pharma to<br />

Orkla ASA. The sale generated a good<br />

result for the fund, and gives Collett<br />

Pharma a new owner who is well placed<br />

to ensure the company’s future success.<br />

Pronova Biocare continues to report


sound performance. The company has<br />

now launched its pharmaceutical product<br />

Omacor in the American market.<br />

A further important event in <strong>2005</strong> was<br />

the signing of a long-term contract<br />

with a significant player for sales of this<br />

product in the Japanese market. The<br />

company’s consumer products division<br />

was sold at the same time as the sale of<br />

Collett Pharma. Pronova Biocare is now<br />

focused solely on its pharmaceutical<br />

division having spun-off its oils and<br />

dietary supplements activities as a<br />

separate company. The new company,<br />

Epax, is now an independent company<br />

in the fund’s portfolio.<br />

In March <strong>2005</strong> the portfolio company<br />

Noratel purchased Toroid<br />

International, which manufactures<br />

transformers in Sri Lanka and India.<br />

This acquisition makes Noratel a global<br />

company with annual turnover in<br />

excess of NOK 500 million. Noratel and<br />

the fund will now focus on realising<br />

operational improvements as well as<br />

considering further acquisitions.<br />

In autumn <strong>2005</strong> Handicare acquired<br />

two companies, Kjærulff in Denmark<br />

and Movingpeople in Holland. Work is<br />

currently under way to integrate these<br />

acquisitions, and the company is<br />

already preparing for further purchases.<br />

These developments have given<br />

the company a strong position and<br />

sound growth for the start of 2006.<br />

The fund intends to place great<br />

emphasis on the further development<br />

of the companies in its portfolio. It also<br />

has significant un-invested capital, and<br />

intends to make further acquisitions<br />

and supplementary investments in 2006.<br />

Ferd will also consider direct private<br />

equity investments in the future<br />

where these do not compete with the<br />

Ferd Private Equity Fund.<br />

FERD INVEST<br />

The Oslo stock market has performed<br />

very strongly over the last three years,<br />

producing its best three-year performance<br />

in recent times. Ferd Invest<br />

accordingly enjoyed another good year<br />

in <strong>2005</strong>. The return for the year fell<br />

slightly short of the benchmark index<br />

due to holding a higher proportion of<br />

the portfolio in cash from time to time,<br />

but nonetheless Ferd Invest contributed<br />

NOK 566 million to consolidated profit<br />

for the year. This represents an increase<br />

of NOK 188 million from 2004.<br />

Energy shares produced the<br />

strongest performance in the Oslo market<br />

in <strong>2005</strong>. Ferd Invest has been underweight<br />

in this sector. However, Ferd<br />

Invest made a number of good stock<br />

selections in other sectors. The return on<br />

Ferd Invest’s Norwegian share portfolio<br />

for <strong>2005</strong> was 35.3% as compared to 40.5%<br />

for the Oslo Børs benchmark index.<br />

Total return – Ferd Invest<br />

Avkastning i Ferd Invest siste 5 år<br />

NOK million<br />

800<br />

600<br />

400<br />

200<br />

0<br />

-200<br />

-400<br />

-600<br />

2001<br />

2002<br />

2003 2004 <strong>2005</strong><br />

Total return Ferd Invest 5-year-history<br />

Total return Ferd Invest %<br />

60 %<br />

50 %<br />

40 %<br />

30 %<br />

20 %<br />

10 %<br />

0 %<br />

-10 %<br />

-20 %<br />

-30 %<br />

-40 %<br />

The international portfolio also<br />

performed well, with a return of 27.5%.<br />

American stock markets produced only<br />

a modest return in <strong>2005</strong> due to rising<br />

interest rates, hurricanes and high oil<br />

prices. However, stock markets in<br />

Europe and Asia performed strongly<br />

thanks to encouraging growth<br />

prospects and low interest rates.<br />

At the close of <strong>2005</strong>, Ferd Invest’s<br />

portfolio of Norwegian listed shares<br />

had a market value of NOK 1 450 million.<br />

The international share portfolio<br />

amounted to NOK 745 million, and the<br />

portfolio also held liquid assets of NOK<br />

122 million. During the course of <strong>2005</strong>,<br />

Ferd Invest increased its exposure to<br />

international stock markets by investing<br />

in international funds.<br />

FERD VENTURE<br />

Ferd Venture produced an operating<br />

profit of NOK 12 million in <strong>2005</strong>. This<br />

represents an improvement of NOK 25<br />

million from 2004, and is the first time<br />

this business area has reported a profit.<br />

This reflects the first exit achieved<br />

through Ferd Invest’s successful investment<br />

in Energy Ventures. The remainder<br />

of the portfolio also performed well,<br />

and reversals of previous write-downs<br />

contributed to the profit for the year.<br />

<strong>2005</strong> again saw a good flow of<br />

potential investments, and Ferd Venture<br />

expanded its portfolio with investments<br />

in a further four companies. Ferd<br />

Venture recruited new colleagues to<br />

strengthen its team, and is recognised<br />

as one of the country’s leading venture<br />

capital businesses. Ferd Venture again<br />

made a positive contribution to the<br />

development of the companies in its<br />

portfolio through its systematic and<br />

long-term ownership involvement.<br />

New investments in <strong>2005</strong> principally<br />

focused on high-technology companies,<br />

but the final investment in <strong>2005</strong><br />

was in a company that provides legal<br />

insurance products for the retail mar-<br />

ket. In addition to its investments in<br />

new companies in <strong>2005</strong>, Ferd Venture<br />

made a number of follow-up investments<br />

in existing portfolio companies.<br />

Operating profit – Ferd Venture<br />

Driftsresultat i Ferd Venture siste 5 år<br />

NOK million<br />

20<br />

0<br />

-20<br />

-40<br />

-60<br />

-80<br />

-100<br />

-120<br />

-140<br />

Energy Ventures has established a<br />

position as the leading Norwegian venture<br />

capital company for the energy<br />

sector. The company’s first fund has<br />

made eight investments in the energy<br />

sector, and most of these companies<br />

are performing very strongly. One of<br />

these companies, APL, was admitted to<br />

stock exchange listing in April and this<br />

generated a good return for Ferd<br />

Venture. Ferd Venture is also a significant<br />

investor in the second Energy<br />

Ventures fund, to which it has committed<br />

NOK 130 million.<br />

FERD REAL ESTATE<br />

<strong>2005</strong> was a satisfactory year for Ferd Real<br />

Estate. Operating profit fell back from<br />

NOK 104 million in 2004 to NOK 56 million.<br />

This was because the business area<br />

had no residential developments on sale<br />

in <strong>2005</strong>, and did not make any new<br />

investments in commercial property.<br />

Operating profit – Ferd Real Estate<br />

Driftsresultat Ferd Eiendom siste 5 år<br />

NOK million<br />

120<br />

100<br />

80<br />

60<br />

40<br />

20<br />

0<br />

-72<br />

2001<br />

31<br />

2001<br />

-119<br />

2002<br />

31<br />

2002<br />

2003 2004 <strong>2005</strong><br />

2003 2004 <strong>2005</strong><br />

The commercial property rental<br />

market improved somewhat in <strong>2005</strong>,<br />

but is characterised by increasing segmentation.<br />

The bulk of Ferd Real<br />

Estate’s commercial property portfolio<br />

is located in the Ensjø district, which<br />

continues to suffer from downward<br />

pressure on rental levels despite its<br />

proximity to the centre of Oslo.<br />

The market for purchases and sales<br />

of investment properties was again very<br />

active in <strong>2005</strong>. This should be seen<br />

-7<br />

59<br />

-13<br />

104<br />

12<br />

56<br />

11


against the background of low interest<br />

rates combined with increasing activity<br />

by investment syndicates and real estate<br />

funds. Ferd Real Estate actively evaluated<br />

a number of potential purchases of<br />

investment properties over the course of<br />

the year, but did not make any purchases<br />

since the properties sold for prices that<br />

Ferd Real Estate considered were too<br />

high to permit a satisfactory return.<br />

The residential market was strong<br />

in <strong>2005</strong> and is expected to remain<br />

strong in 2006, although the market<br />

can scarcely support any major price<br />

increases. Ferd Real Estate is currently<br />

involved in a number of new residential<br />

development projects, of which the<br />

largest involves work on planning permission<br />

for the company’s various sites<br />

at Ensjø. Sales of units in a new development<br />

on the Tiedemanns site in the<br />

Ensjø district started in February 2006.<br />

Ferd Real Estate intends to add to<br />

its portfolio of investments in commercial<br />

properties for rent. The business<br />

area strengthened its team with the<br />

appointment of an investment director<br />

in <strong>2005</strong>. The commercial property market<br />

is again expected to attract many<br />

investors with low yield requirements<br />

in 2006, which will make it challenging<br />

for Ferd Real Estate to find investment<br />

properties that meet its criteria.<br />

SWIX SPORT<br />

After several years of growth in turnover<br />

and good profits, <strong>2005</strong> was a poor year<br />

for Swix Sport. This was caused by poor<br />

snow conditions at the start of the year<br />

and at the start of the <strong>2005</strong>/2006 winter<br />

season. Turnover was lower than<br />

expected, especially for ski waxes and<br />

ski poles. Swix reported turnover for<br />

<strong>2005</strong> of NOK 397 million, a decline of<br />

5% from 2004. The company’s costs<br />

for the year reflected the considerable<br />

resources it committed to product<br />

development and international brand<br />

development. Swix has now established<br />

its position as a modern brand warehouse,<br />

with separate brand identities<br />

Gunn Wærsted<br />

Chair<br />

12<br />

and profiles for Swix, Bavac and Ulvang.<br />

The company has strengthened its<br />

organisation and is well positioned for<br />

future growth. The result for <strong>2005</strong> was a<br />

loss of NOK 20 million as compared to a<br />

profit of NOK 22 million in 2004.<br />

Operating profit – Swix Sport<br />

Driftsresultat i Swix siste 5 år<br />

NOK million<br />

40<br />

30<br />

20<br />

10<br />

0<br />

-10<br />

-20<br />

-30<br />

13<br />

2001<br />

28<br />

2002<br />

2003 2004 <strong>2005</strong><br />

The current season looks more<br />

promising thanks to better snow conditions,<br />

and Swix has made a satisfactory<br />

start to 2006. The investments made in<br />

<strong>2005</strong> and the steps taken to strengthen<br />

the company’s organisation are also<br />

expected to produce results. The Board<br />

is confident that Swix will report<br />

markedly stronger results for 2006.<br />

HEALTH, SAFETY, ENVIRONMENTAL MATTERS<br />

AND EMPLOYMENT EQUALITY<br />

None of the group’s activities produces<br />

discharges that require licensing and<br />

environmental monitoring. Elopak’s<br />

facilities have environmental management<br />

systems to monitor performance,<br />

identify any areas for improvement and<br />

report any incidents. There is increasing<br />

recognition of the environmental<br />

superiority of Pure-Pak cartons, reflecting<br />

greater environmental awareness<br />

among consumers. Consumers recognise<br />

paper as a natural product, and<br />

react positively to paper-based packaging<br />

products. Paper-based drink cartons<br />

can be readily recycled. In <strong>2005</strong> all<br />

the raw material suppliers used by<br />

Elopak were certificated in accordance<br />

with the principles developed by the<br />

Forest Stewardship Council (FSC). No<br />

Bærum, 23. March 2006<br />

The Board of Directors of Ferd Holding AS<br />

Wenche Agerup Henrik Brandt Urban Jansson Jo Lunder<br />

27<br />

22<br />

-20<br />

incidents occurred in <strong>2005</strong> that affected<br />

the external environment.<br />

The Ferd group had 2 253 employees<br />

in <strong>2005</strong>, an increase of 34 from the<br />

previous year. Elopak actively monitors<br />

key indicators for health and safety at<br />

work, which provide a comprehensive<br />

picture of working conditions. Elopak’s<br />

management carries out surveys of<br />

working conditions to help identify<br />

areas that require attention.<br />

Sick leave amounted to 3.2% for the<br />

group as a whole in <strong>2005</strong>, as compared<br />

to 3.8% in 2004. Elopak reported a<br />

reduction in the number of accidents<br />

at work leading to absence from work<br />

per million working hours from 15.7%<br />

in 2004 to 10.1% in <strong>2005</strong>. This is a satisfactory<br />

performance, but the company<br />

has nonetheless targeted a further<br />

improvement.<br />

Ferd AS had 29 employees at the<br />

close of 2004, of which 21 are male and<br />

8 are female. Four new male employees<br />

were appointed in <strong>2005</strong>. One of the<br />

objectives of the Ferd Academy, which<br />

identifies and provides further training<br />

for promising young managers, is to<br />

create a better balance between the<br />

sexes in senior management. So far<br />

19 members of staff have completed<br />

the Ferd Academy training program,<br />

of which 7 are female.<br />

The Board of Directors of Ferd<br />

Holding comprises two female nonexecutive<br />

directors and three male<br />

non-executive directors.<br />

ALLOCATION OF THE RESULT FOR THE YEAR<br />

Ferd Holding AS (the parent company)<br />

reported a profit for the year of NOK 4<br />

million, which is transferred to other<br />

equity. The company’s distributable<br />

reserves amount to NOK 325 million.<br />

The annual accounts have been prepared<br />

on the going concern assumption.<br />

The group made good progress in<br />

<strong>2005</strong> in line with Ferd’s strategic direction.<br />

The Board would like to thank all<br />

employees for their enthusiasm and<br />

commitment.<br />

Johan H. Andresen Jr.<br />

CEO


The Board of Directors of Ferd Holding:<br />

Jo Lunder, Gunn Wærsted, Urban Jansson,<br />

Wenche Agerup and Henrik Brandt.<br />

GUNN WÆRSTED, Chair, is the Managing<br />

Director of SpareBank 1 Gruppen AS and<br />

has extensive experience of financial and<br />

insurance business in Norway. She has<br />

held a number of board appointments<br />

with companies and other bodies since<br />

the end of the 1980s, and her current<br />

appointments include Chair of the Board<br />

of the Norwegian School of Management,<br />

Chair of the Executive Board of the<br />

Norwegian Financial Services Association,<br />

member of the Corporate Assembly of<br />

both Orkla and Rieber & Søn and member<br />

of the Election Committee for Norske<br />

Skog and Schibsted.<br />

WENCHE AGERUP is Vice President, Alumina<br />

& Bauxite, at Norsk Hydro ASA where she<br />

was previously Vice President, Corporate<br />

Mergers & Acquisitions. Her previous experience<br />

includes practising as a lawyer at<br />

Thommesen, Krefting, Greve & Lund and<br />

employment with Nycomed ASA.<br />

HENRIK BRANDT is Danish and the<br />

Managing Director of Unomedical AS in<br />

Denmark. He has extensive international<br />

experience from a number of senior<br />

positions with Sophus Berendsen and<br />

Skandinavisk Tobakskompagni A/S.<br />

Mr Brandt is a board member for Royal<br />

Unibrew A/S.<br />

URBAN JANSSON is Swedish and a board<br />

member of a number of companies including<br />

Addtech, Ahlström, Eniro, Plantasjen,<br />

SEB, Tylö, Clas Ohlson, i.a. His previous<br />

experience includes Chief Executive Officer<br />

of Ratos, a family-owned company that<br />

was subsequently listed on the stock<br />

exchange. Mr Jansson was the first CEO of<br />

Ratos not to come from the owning family.<br />

Prior to this he held a number of senior<br />

positions in Incentive AB and SE Banken.<br />

JO LUNDER is CEO of Ementor ASA. Prior to<br />

this, he was the working Chairman and<br />

CEO of the Russian telecommunications<br />

company VimpelCom, which is partly<br />

owned by Telenor. He also has experience<br />

from other senior appointments in the<br />

Telenor group and with Norgeskreditt.<br />

13


14<br />

IN FROM THE OCEAN. There are a number of types of lighthouse that perform<br />

different functions. Coastal lights – represented here by Skomvær<br />

lighthouse –are built on the edge of the ocean, normally on wind swept<br />

rocky islets or headlands. They need to be visible from way out at sea,<br />

and therefore need an elevated location or a high tower to compensate<br />

for the curvature of the earth.


Consolidated profit and loss account - Ferd Holding Group<br />

Figures in NOK 1 000 <strong>2005</strong> <strong>2005</strong> 2004 2003<br />

OPERATING REVENUE AND OPERATING EXPENSES<br />

Note uro 1) NOK NOK NOK<br />

Operating revenue 2,3,4 747 603 5 969 608 5 956 732 5 582 320<br />

Cost of goods sold 4 381 074 3 042 878 3 037 021 2 786 175<br />

Salary and personnel costs 6 119 382 953 263 1 072 577 996 504<br />

Ordinary depreciation 2,7,8 39 121 312 378 381 839 335 438<br />

Write-down of fixed assets and intangible assets 7,8 8 682 69 326 134 502 14 279<br />

Other operating expenses 3 88 588 707 372 689 789 718 945<br />

Total operating expenses 636 847 5 085 217 5 315 727 4 851 341<br />

Operating profit 2 110 756 884 391 641 005 730 979<br />

FINANCIAL INCOME AND FINANCIAL EXPENSES<br />

Income from associated companies 11 1 266 10 112 7 623 - 20 841<br />

Gain on sale of shares in Skandinavisk Tobakskompagni A/S 5 380 388 3 037 399 0 0<br />

Financial income 5 34 973 279 258 266 913 278 161<br />

Financial expenses 5 - 11 568 - 92 371 - 133 609 - 196 335<br />

Net financial items 405 059 3 234 398 140 927 60 985<br />

Profit before tax and minority interests 515 815 4 118 789 781 931 791 964<br />

Tax 16 11 658 93 091 117 882 205 773<br />

PROFIT FOR THE YEAR 504 157 4 025 698 664 049 586 191<br />

Minority share of profit for the year 14 093 112 533 7 586 9 555<br />

Majority share of profit for the year 490 064 3 913 165 656 463 576 636<br />

1) Figures presented in Euro are the figures from the accounts denominated in NOK converted at the exchange rate as of 31.12.05. The exchange rate applied<br />

was 7.9850.<br />

15


Consolidated balance sheet at 31. December - Ferd Holding Group<br />

Figures in NOK 1 000 <strong>2005</strong> <strong>2005</strong> 2004<br />

ASSETS<br />

Fixed assets<br />

Intangible assets<br />

16<br />

Note uro 1) NOK NOK<br />

Patents, trademarks and software 7 6 580 52 543 28 280<br />

Deferred tax assets 16 25 874 206 604 174 196<br />

Goodwill 7 17 979 143 566 214 271<br />

Total intangible fixed assets 50 433 402 713 416 747<br />

Tangible fixed assets<br />

Land, buildings and other real estate 8 47 213 376 999 445 753<br />

Plant and machinery 8 126 569 1 010 654 1 082 957<br />

Fixtures and fittings, vehicles, and other equipment 8 6 007 47 966 60 487<br />

Total tangible fixed assets 179 789 1 435 619 1 589 197<br />

Financial fixed assets<br />

Interests in associated companies 11 12 647 100 989 80 236<br />

Equity investments and limited partnerships 9 426 3 398 308 087<br />

Prepaid pensions 15 456 3 645 18 609<br />

Other receivables 14 642 116 915 73 033<br />

Total financial fixed assets 28 171 224 947 479 965<br />

Total fixed assets 258 393 2 063 279 2 485 909<br />

Current assets<br />

Inventories 12 115 596 923 036 863 491<br />

Receivables<br />

Accounts receivable 85 769 684 869 620 962<br />

Other receivables 73 836 589 583 362 216<br />

Total receivables 159 605 1 274 452 983 178<br />

Financial current assets<br />

Equities and equity funds 10 271 185 2 165 413 1 506 739<br />

Bonds 10 4 452 35 546 45 329<br />

Other non-listed investments 10 86 598 691 484 600 935<br />

Total financial current assets 362 235 2 892 443 2 153 003<br />

Bank deposits 480 558 3 837 258 679 706<br />

Total current assets 1 117 994 8 927 189 4 679 378<br />

TOTAL ASSETS 1 376 387 10 990 468 7 165 287<br />

1) Figures presented in Euro are the figures from the accounts denominated in NOK converted at the exchange rate as of 31.12.05.<br />

The exchange rate applied was 7.9850


Consolidated balance sheet at 31. December - Ferd Holding Group<br />

Figures in NOK 1 000 <strong>2005</strong> <strong>2005</strong> 2004<br />

EQUITY AND LIABILITIES<br />

Equity<br />

Paid-in equity<br />

Note uro 1) NOK NOK<br />

Aksjekapital 13,14 6 074 48 500 48 500<br />

Share capital 14 265 755 2 122 050 2 122 050<br />

Other Paid-in equity 14 91 143 727 776 727 776<br />

Total paid-in equity 362 972 2 898 326 2 898 326<br />

Retained earnings<br />

Hedging reserves 14 -370 -2 951 0<br />

Retained earnings 14 674 387 5 384 982 1 565 833<br />

Minority interests' share in capital 14 16 597 132 529 21 190<br />

Total retained earnings 690 614 5 514 560 1 587 023<br />

Total equity 1 053 586 8 412 886 4 485 349<br />

Liabilities<br />

Provisions<br />

Pension liabilities 15 25 702 205 233 118 822<br />

Deferred tax 16 16 524 131 944 135 562<br />

Total provisions 42 226 337 177 254 384<br />

Other long-term liabilities<br />

Liabilities to financial institutions 17 103 145 823 609 1 018 480<br />

Other long-term liabilities 13 823 110 376 123 768<br />

Total other long-term liabilities 116 968 933 985 1 142 248<br />

Current liabilities<br />

Liabilities to financial institutions 23 570 188 204 125 546<br />

Accounts payable 55 711 444 853 461 373<br />

Tax payable 16 6 619 52 855 33 671<br />

Employer's contributions, duties etc. payable 10 965 87 558 95 115<br />

Dividends 14 4 34 30 445<br />

Other current liabilities 66 740 532 916 537 156<br />

Total current liabilities 163 608 1 306 420 1 283 306<br />

Total liabilities 322 801 2 577 582 2 679 938<br />

TOTAL EQUITY AND LIABILITIES 1 376 387 10 990 468 7 165 287<br />

1) Figures presented in Euro are the figures from the accounts denominated in NOK converted at the exchange rate as of 31.12.05. The<br />

exchange rate applied was 7.9850<br />

Gunn Wærsted<br />

Chair<br />

Bærum, 23 March 2006<br />

The Board of Directors of Ferd Holding AS<br />

Wenche Agerup Henrik Brandt Urban Jansson Jo Lunder<br />

Johan H. Andresen Jr.<br />

CEO<br />

17


Consolidated cash flow analysis - Ferd Holding Group<br />

Figures in NOK 1 000 <strong>2005</strong> <strong>2005</strong> 2004 2003<br />

Cash flow from operational activities<br />

18<br />

uro 1) NOK NOK NOK<br />

Profit before tax and minority interests 515 816 4 118 789 781 931 791 964<br />

Tax paid - 5 769 - 46 064 - 90 300 - 91 847<br />

Ordinary depreciation and write down 47 803 381 704 516 341 349 717<br />

Share in profit of associated companies - 1 266 - 10 112 - 7 623 20 841<br />

Gains and losses on sales of securities, net - 464 565 -3 709 550 - 706 324 - 447 118<br />

Gains and losses on sales of fixed assets, net - 1 643 - 13 122 - 20 924 - 3 280<br />

Change in inventories - 5 382 - 42 974 - 43 164 82 217<br />

Change in accounts receivable - 6 231 - 49 754 62 719 40 050<br />

Change in accounts payable - 4 581 - 36 579 19 493 - 20 105<br />

Change in other current assets and current liabilities, net - 40 868 - 326 332 89 417 10 888<br />

Net cash from operational activities 33 314 266 006 601 566 733 327<br />

Cash flow from investment activities<br />

Proceeds from sales of tangible assets 6 884 54 970 43 312 19 421<br />

Investments in tangible assets - 34 558 - 275 947 - 387 527 - 525 374<br />

Proceeds from sale of shares in Skandinavisk Tobakskompagni A/S 417 109 3 330 614 0 0<br />

Net investment in securities - 10 619 - 84 793 80 758 540 684<br />

Net receipts from/ payments to other investments 5 427 43 335 305 338 - 16 549<br />

Net cash flow from investment activities 384 243 3 068 179 41 881 18 182<br />

Cash flow from financing activities<br />

Change in liabilities to financial institutions - 17 032 - 136 003 - 847 798 - 438 693<br />

Equity paid-in 0 0 2 100 050 0<br />

Dividends paid - 4 312 - 34 435 -2 182 500 - 20 855<br />

Payments to minority interests - 776 - 6 195 - 60 - 5 072<br />

Net cash flow from financing activities - 22 120 - 176 633 - 930 308 - 464 620<br />

Net increase (decrease) in bank deposits 395 435 3 157 552 - 286 861 286 889<br />

Bank deposits at 01.01 85 123 679 706 966 567 679 678<br />

Bank deposits at 31.12 480 558 3 837 258 679 706 966 567<br />

1) Figures presented in Euro are the figures from the accounts denominated in NOK converted at the exchange rate as of 31.12.05.<br />

The exchange rate applied was 7.9850


Notes - Ferd Holding Group<br />

NOTE 1 ACCOUNTING PRINCIPLES<br />

The accounts have been prepared in accordance with the Accounting Act of<br />

1998 and generally accepted accounting principles in Norway.<br />

The management’s preparation of the accounts is partly based on assumptions<br />

and estimates that will affect the accounting value of assets, liabilities,<br />

income, expenses and information on contingent liabilities in the notes to the<br />

financial statements. Actual numbers may deviate from the original estimates.<br />

Consolidation<br />

The consolidated accounts include Ferd Holding AS and subsidiaries. The<br />

group accounts show the financial condition of the companies as one unit and<br />

include those companies where Ferd Holding AS directly or indirectly owns<br />

50% or more of the voting share capital and / or exercises controlling influence.<br />

All material transactions and accounts payable and receivable between<br />

companies in the group are netted off in the consolidated accounts.<br />

The group’s interest in jointly controlled companies is recognised on the proportional<br />

consolidation method and is included in the relevant items of the<br />

group’s profit and loss account and balance sheet. Where the group’s ownership<br />

interest in a company is between 20% and 50% of the voting capital<br />

and the group exercises significant influence (associated companies), the<br />

equity method of accounting is applied to the investment. The equity<br />

method implies that the group’s share of the company’s profit for the year is<br />

shown in the accounts as a separate line in the profit and loss account and<br />

the group’s interest in the equity of associated companies, adjusted for any<br />

over-value, is shown as a fixed asset in the balance sheet.<br />

In the parent company accounts, investments in subsidiaries, jointly controlled<br />

companies and associated companies are recognised in accordance<br />

with the cost method of accounting.<br />

All acquisitions are recognised in accordance with the past equity method.<br />

When subsidiaries are acquired, the cost of the shares is netted against the<br />

subsidiary’s equity at the date of acquisition. Any over-value in excess of the<br />

equity of the subsidiary is posted to identifiable assets and liabilities so that<br />

they are stated at their actual value at the date of acquisition. Any over-value<br />

that cannot be attributed to assets or liabilities is capitalised as goodwill.<br />

Goodwill is amortised on a linear basis according to the plan referred to in<br />

note 7 taking into consideration expected future cash flows. Goodwill is<br />

tested for impairment if indications exist at the reporting date that goodwill<br />

may be impaired. For the purpose of impairment testing, goodwill is allocated<br />

to the cash-generating unit that has benefited from the synergies of<br />

the business acquisition.<br />

Translation of accounts denominated in foreign currency<br />

The profit and loss account of overseas subsidiaries is converted to<br />

Norwegian kroner at the average exchange rate for the year. Balance sheet<br />

items, including over-value and goodwill, are converted at the exchange rate<br />

on the date of the balance sheet. Foreign exchange gains or losses arising<br />

from the translation of foreign subsidiaries’ accounts to Norwegian kroner<br />

are applied directly against the group’s equity capital.<br />

Foreign currencies<br />

Monetary items denominated in foreign currency are converted to Norwegian<br />

kroner at the exchange rate on the balance sheet date.<br />

Recognition of income<br />

As a general rule income is recognised on the sale of goods or services at<br />

the date of delivery provided that risk and ownership is transferred to the<br />

customer. Unrealised gains or losses on listed securities which have a sufficiently<br />

deep and liquid market, and which are classified as current assets,<br />

are recognised to profit and loss on the balance sheet date.<br />

Realised gains from the sale of the investments in the Ferd Private Equity<br />

Fund are recognised at the date the respective portfolio investment is sold<br />

by Ferd Private Equity Fund. The gain is calculated as Ferd’s share of the sale<br />

proceed less for the original cost of the respective investment space. Any<br />

related contingent bonus is accrued for at the time of realisation, based on<br />

best estimate.<br />

Realised gains from the sale of investments in funds within Ferd Venture<br />

are recognised only to the extent that gains exceed the original cost of the<br />

investment in the fund.<br />

Foreign currency and interest rate risk<br />

The Ferd Holding group makes use of various financial derivatives to manage<br />

interest rate risk and foreign currency exposure. In the consolidated accounts,<br />

financial derivatives are marked to their market value when market value<br />

can be reliably estimated. Income and expenses arising from contracts<br />

entered into and designated as fair value hedging instruments are amortised<br />

and classified in the same way as the underlying balance sheet item that is<br />

being hedged. Income and expenses arising from contracts entered into and<br />

designated as cash flow hedges are deferred in equity until the hedged<br />

transaction is recognised to profit and loss.<br />

Currency and interest rate hedging transactions which are not designated as<br />

hedging instruments for accounting purposes are valued at market value and<br />

recognised to profit and loss as financial income or expense.<br />

Leases<br />

Leases are classified as finance leases and the corresponding assets and<br />

obligations are recorded on the balance sheet when substantially all of the<br />

risks and rewards of ownership have been transferred to Ferd. All other<br />

leases are classified as operating leases.<br />

Intangible assets<br />

Intangible assets are included in the balance sheet at cost, if:<br />

1. It is likely that future economic benefits will flow to the enterprise, and<br />

2. the cost of the asset can be measured reliably.<br />

Intangible assets that are acquired separately are recognised in the balance<br />

sheet at acquisition cost. Intangible assets acquired as part of a business<br />

combination are recognised separately at fair value to the extent criteria for<br />

separate recognition are satisfied.<br />

Intangible assets, except for assets with indefinite economic life, are depreciated<br />

on a linear basis over their expected economic life.<br />

Tangible fixed assets<br />

Assets intended for permanent ownership or use are classified as fixed assets.<br />

All other assets are classified as current assets. Fixed assets are shown in the<br />

balance sheet at acquisition cost less accumulated depreciation. Fixed assets are<br />

depreciated on a linear basis over their expected economic life. If any indication<br />

exist on reporting date that the fixed assets may be impaired, fixed assets are<br />

tested for impairment by estimating recoverable amount. The recoverable<br />

amount is the higher of its fair value lest costs to sell and its value in use.<br />

Write-downs may be reversed to the extent that the reason for the write-down<br />

ceases to apply. Gains or losses on the sale of fixed assets are included as operating<br />

income or operating expense respectively in the profit and loss account.<br />

Inventories<br />

Inventories are valued at the lower of average cost applying the FIFO principle<br />

or net sales value. Goods manufactured in-house are valued at the full<br />

cost of manufacture and are written down to net sales value to the extent<br />

that net sales value is lower than capitalised cost of manufacture. The cost of<br />

manufacture includes the cost of raw materials, energy, direct salaries, and a<br />

proportion of indirect costs including depreciation. The net sales value of raw<br />

materials and work in progress is calculated as the sales value of the equivalent<br />

finished goods reduced to take into account the remaining manufacturing<br />

costs and sales costs.<br />

Construction contracts<br />

Operating revenue from construction contracts is recognised in pace with the<br />

progress of the contract (percentage of completion method of accounting).<br />

The degree of completion is calculated on the basis of the costs incurred at<br />

the balance sheet date as a percentage of estimated total costs.<br />

Receivables<br />

Customer receivables and other accounts receivable are carried in the<br />

accounts at face value net of provisions for expected losses. Provisions for<br />

losses on customer receivables are recognised after a specific evaluation of<br />

individual receivables and of receivables as a whole.<br />

19


Notes - Ferd Holding Group<br />

Financial current assets<br />

Holdings of shares and other equity investments of strategic or industrial<br />

character are classified as fixed assets. These investments are recognised in<br />

the balance sheet at the cost of acquisition, and are written down to fair<br />

value if a fall in value is assumed not to be of a temporary nature. Dividends<br />

and other distributions of profit received are recognised to income as financial<br />

income.<br />

Investments of a financial nature are classified as current assets. Listed securities<br />

with a good spread of ownership and good liquidity are included in the<br />

trading portfolio and are valued at market value at the date of the balance<br />

sheet. Other financial securities classified as current assets and managed as a<br />

unified portfolio are adjusted for any fall in value if the total portfolio of such<br />

financial securities has an estimated value lower than acquisition cost. Other<br />

financial securities, including portfolio investments in Ferd Private Equity Fund,<br />

are adjusted for any fall in value based on an individual assessment.<br />

Interest bearing securities are recognised at actual value. Market value is calculated<br />

theoretically, based on the yield curve for the respective market and<br />

the issuer’s credit risk.<br />

The net result of investment activities is included in operating revenue in the<br />

profit and loss account.<br />

Bank deposits<br />

Bank deposits include, cash, bank deposits and other monetary instruments<br />

with a maturity of less than three months at the date of purchase. The majority<br />

of the subsidiaries are included in one of the group’s two cash pool<br />

arrangements.<br />

Liabilities<br />

Liabilities that fall due for payment later than 12 months from the date of the<br />

balance sheet and the first year’s instalment payment on such liabilities are<br />

classified as long-term liabilities. Other liabilities are classified as current liabilities.<br />

Liabilities are carried in the balance sheet at their nominal amount at<br />

the time they are incurred. Unrealised gains or losses resulting from changes<br />

in interest rates are not recognised to profit and loss.<br />

Tax<br />

Tax expenses are matched with operating income before tax. The tax expense<br />

is made up of tax payable and change in deferred tax. Tax arising from equity<br />

transactions is applied directly to equity.<br />

20<br />

Deferred tax in the balance sheet is calculated on the basis of temporary<br />

differences between taxation and accounting values and tax losses carried<br />

forward at the close of the accounting year. Tax reducing temporary differences<br />

and tax losses carried forward are netted against tax increasing temporary<br />

differences that reverse in the same period. Full provision is made for<br />

deferred tax in accordance with the liability method without discounting to<br />

current value, and deferred tax and deferred tax assets are presented as a<br />

net figure in the balance sheet after offset. Deferred tax assets that cannot<br />

be offset are capitalised if it is likely that the benefit can be utilised in<br />

respect of future earnings.<br />

No provision is normally made for deferred tax on retained surpluses in subsidiaries<br />

since it is assumed that such surpluses will remain invested in these<br />

companies.<br />

Pension costs and pension assets/liabilities<br />

Liability in respect of pension commitments is calculated as the discounted<br />

current value of the future pension benefits for which entitlement has been<br />

earned at the date of the balance sheet, based on a linear accrual of pension<br />

rights over the employee’s period of service. Pension assets are valued at<br />

market value at the date of the balance sheet, and are recognised net of<br />

pension liabilities in respect of each pension scheme.<br />

Net pension assets are shown as long-term receivables and net pension liabilities<br />

are shown as long-term liabilities. The calculation of pension assets and<br />

pension liabilities is based on economic and actuarial assumptions as set out<br />

in Note 15.<br />

The net pension cost for the year forms part of salary and personnel costs,<br />

and is made up of the discounted current value of pension rights earned in<br />

the year, the interest accruing on pension liabilities, the expected return on<br />

pension assets and the effect of changes in estimates and the terms of pension<br />

schemes and accrued employers’ social security contributions. The accumulated<br />

effect of changes in estimates and deviations between estimated<br />

and actual return as of 1 January <strong>2005</strong>, and the change in accounting principle<br />

has been recorded to equity.<br />

Reclassification<br />

Some previous years’ figures have been reclassified to be comparable to the<br />

<strong>2005</strong> accounts.


Notes - Ferd Holding Group<br />

NOTE 2 ANALYSIS BY BUSINESS AREA<br />

Business area Elopak Private Equity 1)<br />

NOK 1 000 <strong>2005</strong> 2004 2003 <strong>2005</strong> 2004 2003<br />

External operating revenue 4 775 555 4 731 225 4 344 632 109 454 225 173 294 435<br />

Intra-group operating revenue 0 0 0 0 11 390 0<br />

Depreciation and write-downs 351 121 491 369 304 447 45 4 066 28 535<br />

Operating profit 251 448 26 894 242 398 46 945 148 429 -20 453<br />

Total assets 3 565 722 3 653 044 3 886 245 603 248 495 102 397 212<br />

Business area Invest Venture<br />

NOK 1 000 <strong>2005</strong> 2004 2003 <strong>2005</strong> 2004 2003<br />

External operating revenue 571 678 382 142 412 644 22 874 -3 837 3 987<br />

Depreciation and write-downs 90 127 113 74 22 11<br />

Operating profit 565 823 377 938 407 051 11 829 -13 395 -7 086<br />

Total assets 2 317 943 1 698 862 1 322 386 260 405 181 036 256 655<br />

Business area Real Estate Other 1),2)<br />

NOK 1 000 <strong>2005</strong> 2004 2003 <strong>2005</strong> 2004 2003<br />

External operating revenue 91 687 185 889 174 173 398 360 436 140 352 449<br />

Intra-group operating revenue 9 203 7 320 6 483 -9 203 -18 709 -6 483<br />

Depreciation and write-downs 17 341 8 889 8 856 13 034 11 868 7 755<br />

Operating profit 55 616 104 458 58 656 -47 270 -3 319 50 413<br />

Total assets 491 697 448 374 465 372 3 751 452 688 870 1 249 750<br />

Business area Group<br />

NOK 1 000 <strong>2005</strong> 2004 2003<br />

External operating revenue 5 969 608 5 956 732 5 582 320<br />

Depreciation and write-downs 381 704 516 341 349 717<br />

Operating profit 884 391 641 005 730 979<br />

Total assets 10 990 468 7 165 288 7 577 620<br />

1) Swix is reclassified from Private Equity to Other in 2004. In 2003, the numbers for Private Equity and for Other are adjusted to include this change.<br />

2) The dividend received and the gain from sale of the group's 17.2% interest in Skandinavisk Tobakskompagni A/S are classified as financial income.<br />

Geographic analysis of sales<br />

NOK 1 000 <strong>2005</strong> 2004 2003<br />

Norway 1 257 335 1 322 183 1 027 111<br />

Rest of Europe 3 616 294 3 749 148 3 578 742<br />

America 604 539 527 002 599 035<br />

Rest of the world 491 440 358 399 377 432<br />

Total 5 969 608 5 956 732 5 582 320<br />

Geographic analysis of sales is based on the customer's geographic location. Operating revenue includes the investment activities' net profit/loss on equities and<br />

other investments, which is attributable entirely to Norway.<br />

NOTE 3 BUSINESSES SOLD<br />

<strong>2005</strong> 2004 2003<br />

Gramamed/<br />

Hageveien 4 Seifried and TiTech Scott Sea/Coremar/ Fastighets<br />

NOK 1 000 AS Olma Nealko Visionsort Equipment Agrosol AS Aquemar AB Jämtland<br />

Date of sale Dec Aug Aug Jun Jan Dec Nov Oct<br />

Sales proceeds 63 663 26 400 14 600 202 210 97 104 735 16 563 13 958<br />

Book value at date of sale 37 568 22 000 21 200 61 887 90 797 -8 480 38 007 11 320<br />

Gain / loss on disposal 26 095 4 400 -6 600 140 323 6 307 9 215 -21 444 2 638<br />

21


Notes - Ferd Holding Group<br />

NOTE 4 CONSTRUCTION CONTRACTS<br />

NOK 1 000 <strong>2005</strong> 2004 2003<br />

Revenue recognised on construction contracts 0 92 083 111 313<br />

Costs incurred in respect of revenue earned 0 - 64 562 - 90 186<br />

Net profit recognised<br />

on construction contracts 0 27 521 21 127<br />

The degree of completion is the ratio between project costs incurred to date<br />

and the estimated total cost of the project.<br />

NOTE 5 FURTHER DETAILS ON AGGREGATE ITEMS<br />

Profit and loss account<br />

NOK 1 000 <strong>2005</strong> 2004 2003<br />

Dividends received 206 443 215 022 211 007<br />

Interest income 58 976 47 496 59 536<br />

Other financial income 13 839 4 395 7 618<br />

Total financial income 279 258 266 913 278 161<br />

Interest expense - 81 733 - 106 882 - 141 389<br />

Other financial expense - 10 638 - 26 727 - 54 946<br />

Total financial expense - 92 371 - 133 609 - 196 335<br />

Sale of shares in Skandinaviske Tobakskompagni A/S<br />

Ferd's 17.2% interest in Skandinavisk Tobakskompagni A/S was sold in<br />

October <strong>2005</strong>.<br />

NOK 1 000<br />

Sales proceeds 3 330 614<br />

Book value of shares 293 215<br />

Gain from sale of shares 3 037 399<br />

NOTE 6 SALARY AND PERSONNEL COSTS, EMPLOYEE NUMBERS<br />

AND OTHER REMUNERATION<br />

Salary and personnel costs<br />

NOK 1 000 <strong>2005</strong> 2004 2003<br />

Wages and salaries 758 402 831 885 781 149<br />

Social security contributions 89 125 102 059 89 402<br />

Pension costs (note 15) 10 490 52 217 44 511<br />

Other benefits 95 246 86 416 81 442<br />

Total salary and personnel costs 953 263 1 072 577 996 504<br />

Average number of employees 2 253 2 219 2 380<br />

Auditor<br />

Deloitte Touche Tohmatsu is the auditor for the group. However, certain companies<br />

in the group are audited by other accountancy firms. Fees paid for<br />

audit and audit-related services for the group in <strong>2005</strong> totalled TNOK 10 308,<br />

while fees for other attestation services amounted to TNOK 280, fees for tax<br />

services were TNOK 3 322 and fees for other services were TNOK 1 348.<br />

NOTE 7 INTANGIBLE ASSETS<br />

Intangible assets<br />

NOK 1 000<br />

Patents, trademarks<br />

and<br />

software 1) Goodwill 2) Total<br />

Acquisition cost at 01.01 210 325 559 236 769 561<br />

Additions / disposals 25 560 200 25 760<br />

Translation differences - 1 833 6 198 4 365<br />

Acquisition cost at 31.12 234 051 565 633 799 686<br />

Accumulated depreciation at 31.12 165 885 268 539 434 424<br />

Accumulated write-down at 31.12 15 623 153 528 169 151<br />

Book value at 31.12 52 543 143 566 196 111<br />

Depreciation for the year 6 179 36 633 42 812<br />

Write-down for the year 2 989 40 845 43 834<br />

Economic life 3-10 yrs / 3-15 yrs<br />

indefinite<br />

Depreciation method Linear Linear<br />

22<br />

Research and development<br />

The cost of research and development recognised to profit and loss in <strong>2005</strong><br />

amounted to 96 975. The equivalent cost in 2004 was 119 145. The<br />

expected future earnings arising from current research and development<br />

projects are expected to be at least equivalent to the total costs involved.<br />

1) Software<br />

The group has reclassified Software from tangible assets to intangible<br />

assets effective from 01.01.<strong>2005</strong>. Acquisition costs, accumulated depreciation<br />

and accumulated write-downs related to these assets were 118 100,<br />

109 700 and 200, respectively, as at 01.01.<strong>2005</strong>.<br />

2) Goodwill<br />

Goodwill in Auspac Ltd. (UK) is written down by 40 845 in <strong>2005</strong>. The cash<br />

generating unit assessed was Auspac Ltd. and the recoverable amount is<br />

estimated as the value in use by discounting expected future cash flows<br />

using a discount rate of 9.8%.<br />

Goodwill arising from corporate acquisitions<br />

Acquisition Book Depre-<br />

Year of cost a value at ciation<br />

NOK 1 000 acquisition 31.12.05 31.12.05 period<br />

Elopak BV (Variopak) 2003 107 098 64 308 5 years<br />

Auspac Ltd. 2001/2003 55 733 0 8 years<br />

Elofin Oy 1999 46 170 26 151 15 years<br />

Envases 1997/1998 65 985 30 777 15 years<br />

Elite Sport AS 2004 16 200 9 720 5 years<br />

Elopak Precision Machining Inc. 1999 54 341 9 789 10 years<br />

Unifill SPA 1995 180 351 0 10 years<br />

Other 39 755 2 821 3-15 years<br />

Total 565 633 143 566<br />

NOTE 8 TANGIBLE FIXED ASSETS<br />

Fixtures and<br />

Factories, fittings,<br />

buildings, vehicles,<br />

and other Plant and and other<br />

NOK 1 000 real estate machinery equipment 1) Total<br />

Acquisition cost at 01.01 774 105 2 524 982 210 429 3 509 516<br />

Additions 4 588 255 381 15 978 275 947<br />

Disposals - 52 031 - 222 608 - 33 341 - 307 980<br />

Translation differences 5 196 - 23 896 - 441 - 19 141<br />

Acquisition cost at 31.12 731 858 2 533 859 192 625 3 458 342<br />

Accumulated depreciation at 31.12 344 775 1 489 846 144 588 1 979 209<br />

Accumulated write-down at 31.12 10 084 33 359 71 43 514<br />

Book value at 31.12 376 999 1 010 654 47 966 1 435 619<br />

Depreciation for the year 21 083 228 750 19 729 269 562<br />

Write-down for the year 10 042 15 439 11 25 492<br />

Economic life 5-50 yrs 5-15 yrs 3-13 yrs<br />

Depreciation method Linear Linear Linear<br />

<strong>Annual</strong> lease payments<br />

not capitalised 50 145 30 399 31 634 112 178<br />

1) Software<br />

The group has reclassified Software from tangible assets to intangible<br />

assets effective 01.01.<strong>2005</strong>. Acquisition costs, accumulated depreciation<br />

and accumulated write-downs related to these assets were 118 100,<br />

109 700 and 200, respectively, as at 01.01.<strong>2005</strong>.<br />

NOTE 9 AKSJER OG ANDELER I ANDRE SELSKAPER<br />

NOK 1 000 Book value Ownership interest<br />

Norse Crown Sdn. Bhd. 2 800 20.0%<br />

Norsk Returkartong AS 50 50.0%<br />

Others 548<br />

Total 3 398


Notes - Ferd Holding Group<br />

NOTE 10 FINANCIAL CURRENT ASSETS<br />

Listed equity investments<br />

Acquisition Ownership<br />

NOK 1 000 cost Market value Book value interest<br />

10 largest norwegian equity investments ranked by market value<br />

Orkla ASA 134 716 231 985 231 985 0.4%<br />

Lerøy Seafood Group ASA 96 000 219 000 219 000 7.6%<br />

Nordic Semiconductor ASA 22 371 119 700 119 700 5.4%<br />

Storebrand ASA 103 265 117 712 117 712 0.8%<br />

Telenor ASA 41 888 82 813 82 813 0.0%<br />

Kongsberg Gruppen ASA 62 157 80 600 80 600 2.2%<br />

Andword Tybring-Gjedde ASA 28 018 75 899 75 899 5.0%<br />

Norman ASA 42 069 59 325 59 325 9.9%<br />

Otrum ASA 21 338 54 000 54 000 9.1%<br />

Subsea 7 ASA 14 951 49 445 49 445 0.4%<br />

Andre norske 294 921 333 309 333 309<br />

Total investment in listed Norwegian equities 861 694 1 423 787 1 423 787<br />

Foreign equity funds 545 778 741 626 741 626<br />

Total foreign shares 545 778 741 626 741 626<br />

Total investment in listed equities and equity funds 1 407 472 2 165 413 2 165 413<br />

Non-listed investments<br />

Ownership<br />

NOK 1 000 Book value interest<br />

Norwegian<br />

K/S Technoinvest VII 21 350 1.3%<br />

Forbrukerforsikring AS 20 000 2.9%<br />

Affitech AS 17 776 21.9%<br />

Vensafe ASA 16 100 11.2%<br />

Colibria AS 15 200 17.9%<br />

Nacre AS 15 000 28.4%<br />

Omnia ASA 10 915 15.6%<br />

Mohive AS 9 000 30.0%<br />

Cinevation AS 7 000 21.0%<br />

Energy Ventures II KS 5 756 21.7%<br />

Genkey AS 5 000 36.7%<br />

Energy Ventures II AS 3 818 26.0%<br />

Energy Ventures AS 1 405 28.1%<br />

Other Norwegian 15 435<br />

Foreign<br />

Ferd Private Equity Fund 476 613 63.9%<br />

Amerscan Partners III Ltd Partnership 20 306 10.5%<br />

Bone Support AB 12 758 17.8%<br />

MariCal Inc 12 355 16.0%<br />

Ferd Private Equity (GP-I) Ltd 122 40.0%<br />

Ferd Private Equity (GP-II) Ltd 122 40.0%<br />

Other foreign 5 452<br />

Total non-listed investments 691 484<br />

Bonds<br />

NOK 1 000 Currency Market value<br />

Category of issuer<br />

Norwegian banks and other financial institutions NOK 15 344<br />

Norwegian industrial enterprises NOK 20 202<br />

Total bonds 35 546<br />

23


Notes - Ferd Holding Group<br />

NOTE 11 ASSOCIATED COMPANIES<br />

Associated companies<br />

Elopak Elopak<br />

NOK 1 000 Obeikan Ltd. South Africa Other Total<br />

Ownership and voting interest 49.0% 50.0% 49.0%<br />

Acquisition cost 54 136 25 662 825 80 623<br />

Share of profit at 01.01 26 962 4 107 - 2 078 28 991<br />

Goodwill depreciation at 01.01 - 14 161 - 4 231 0 - 18 392<br />

Translation differences / netting - 12 121 - 118 198 - 12 041<br />

Presented as liabilities 0 0 1 055 1 055<br />

Book value at 01.01 54 816 25 420 80 236<br />

Additions during the year 556 556<br />

Share of profit for the year 10 386 6 607 - 3 307 13 686<br />

Goodwill depreciation / write-down - 1 534 - 2 040 - 3 574<br />

Translation differences / netting 7 434 - 100 - 293 7 041<br />

Presented as liabilities 3 044 3 044<br />

Book value at 31.12 71 102 29 887 100 989<br />

Shares in associated companies are recognised in the consolidated accounts in accordance with the equity method of accounting.<br />

Jointly controlled activities recognised in accordance with the proportional consolidation method of accounting<br />

The following jointly controlled companies are recognised on the proportional consolidation method an are included line by line in the group's consolidated<br />

accounts. Key figures for the contribution of jointly controlled companies to the consolidated accounts are as follows:<br />

Elopak Envases Elopak Elopak Plastic<br />

NOK 1 000 Danmark AS S.A de C.V. Elopak AB Elopak S.A Systems Hellas SA Elocap Ltd. Total<br />

Ownership and voting interest 50.0% 49.0% 50.0% 50.0% 50.0% 50.0%<br />

Operating revenue 308 240 216 174 122 850 47 956 30 363 44 453 770 036<br />

Operating profit 37 820 25 710 13 232 3 867 460 4 446 85 535<br />

Total assets 222 119 169 975 74 879 42 443 51 601 59 989 621 006<br />

-of which bank deposits 21 30 261 6 761 833 1 452 2 264 41 592<br />

NOTE 12 INVENTORIES<br />

NOK 1 000 <strong>2005</strong> 2004<br />

Raw materials 368 876 317 705<br />

Work in progress 91 216 87 736<br />

Finished products 462 944 458 050<br />

Total 923 036 863 491<br />

NOTE 14 EQUITY<br />

Share Share premium Other paid-in Hedging Retained Minority Total<br />

NOK 1 000 capital account capital reserves earnings interests equity<br />

Equity at 01.01 48 500 2 122 050 727 776 1 565 833 21 190 4 485 349<br />

Dividends paid - 10 185 - 10 185<br />

Dividend payable - 34 - 34<br />

Translation differences 22 335 - 1 160 21 175<br />

Equity effect of change in principle - 2 951 - 106 166 - 109 117<br />

Profit for the year 3 913 165 112 533 4 025 698<br />

Equity at 31.12 48 500 2 122 050 727 776 - 2 951 5 384 982 132 529 8 412 886<br />

NOTE 15 PENSION COSTS AND LIABILITIES<br />

Ferd and several of the subsidiaries operate pension schemes that provide the<br />

majority of employees with the right to defined future pension benefits.<br />

Future pension benefits are normally based on the number of years of service<br />

and salary at retirement age. Certain companies operate pension schemes<br />

whereby the employer makes a defined contribution which is managed separately,<br />

or makes a defined contribution to a pension scheme which forms part<br />

of a joint arrangement together with other employers.<br />

In addition to pension liabilities catered for through pension insurance arrangements,<br />

the group also has uninsured pension liabilities. The uninsured pension<br />

liabilities include pensions payable on early retirement and pensions based on<br />

amounts that exceed the limit set by tax legislation, and related to 328 individuals.<br />

The uninsured pension leabilities also include estimated future liabilities<br />

in respect of the norwegian AFP contractual early retirement scheme and com-<br />

24<br />

NOTE 13 SHARE CAPITAL AND SHAREHOLDER INFORMATION<br />

The share capital is made up of 2 425 shares each of nominal value<br />

NOK 20 000. All the shares are held by Johan H. Andresen jr.<br />

mitments to employees of foreign subsidiaries. The assumptions set out<br />

below are applied in calculation future pensions.<br />

Elopak has defined contribution plans for some of their employees. The<br />

group's obligation with respect to these plans is limited to make specified<br />

contributions. The total expense recognised in profit and loss account was<br />

NOK 30.2 million and NOK 33.2 million in <strong>2005</strong> and 2004 respectively.<br />

Elopak has liabilities in respect of future health benefits for certain groups of<br />

employees in the USA. The gain recognised in respect of the health scheme in<br />

<strong>2005</strong> was NOK 27.2 million. Of these NOK 30.8 million relates to gains on curtailment<br />

of part of the health scheme in <strong>2005</strong>. The total expense recognised in<br />

2004 and 2003 was NOK 15.9 million and NOK 11.9 million respectively. The<br />

liability at the end of <strong>2005</strong>, 2004 and 2003 was NOK 41.5 million, NOK 24.3<br />

and NOK 21.7 million respectively. The health scheme included 114 employees<br />

in <strong>2005</strong>.


Notes - Ferd Holding Group<br />

NOTE 15 continued<br />

Economic assumptions<br />

<strong>2005</strong> 2004 2003<br />

Expected return on pension plan assets 4.8-8.0% 4.8-8.0% 5.0-8.0%<br />

Discount rate 3.25-5.5% 5.3-6.0% 5.5-6.0%<br />

Expected increase in salaries and pensions 0.3-5.0% 3.0-5.0% 3.0-5.0%<br />

Economic assumptions for the Norwegian companies<br />

<strong>2005</strong> 2004 2003<br />

Expected return on pension plan assets 5.8% 7.0% 7.0%<br />

Discount rate 4.8% 6.0% 6.0%<br />

Expected increase in salaries and pensions 2.0-3.5% 3.0-4.0% 3.0-4.0%<br />

Pension liabilities<br />

Over-funded Under-funded<br />

pension pension<br />

NOK 1 000 plans ordninger<br />

Estimated pension liabilities 172 390 487 856<br />

Pension assets at market value 176 008 289 047<br />

Pension assets / -liabilities 3 618 - 198 809<br />

Accrued employer's social security contributions etc. 27 - 6 424<br />

Book value of pension assets / -liabilities 3 645 -205 233<br />

NOTE 16 TAX<br />

Tax charge for the year is made up of<br />

NOK 1 000 <strong>2005</strong> 2004 2003<br />

Tax payable<br />

Norway 35 194 42 084 10 584<br />

Abroad 75 124 60 839 75 459<br />

Total tax payable 110 318 102 923 86 043<br />

Deferred tax<br />

Norway - 29 326 10 339 125 804<br />

Abroad 12 099 4 620 -6 074<br />

Total Deferred tax - 17 227 14 959 119 730<br />

Tax charge for the year 93 091 117 882 205 773<br />

Reconciliation of nominal tax rate to effective tax rate<br />

NOK 1 000 <strong>2005</strong> 2004 2003<br />

Pre-tax profit 4 118 789 781 931 791 964<br />

Expected tax at the<br />

nominal rate (28%) 1 153 261 218 941 221 750<br />

Losses and other dedutions with<br />

no net effect on tax 51 600 70 552 16 496<br />

Dividend from Skandinavisk<br />

Tobakskompagni A/S - 60 234 - 60 195 - 49 712<br />

Goodwill amortisation 13 601 39 979 13 631<br />

Income not subject to tax - 193 837 - 84 925 - 11 146<br />

Income not subject to tax from<br />

sale of shares in Skandinavisk<br />

Tobakskompagni A/S - 850 472 0 0<br />

Effect of changes in tax regulations - 4 266 - 61 810 0<br />

Tax effects of other permanent<br />

differences - 16 562 - 4 660 14 754<br />

Tax charge 93 091 117 882 205 773<br />

Effective tax rate 2.3% 15.1% 26.0%<br />

Effective tax rate excluding the gain<br />

on sale of shares in Skandinavisk<br />

Tobakskompagni A/S 8.6% 15.1% 26.0%<br />

Pension cost<br />

NOK 1 000 <strong>2005</strong> 2004 2003<br />

Discounted current value of pension<br />

rights accrued in the year 29 941 27 283 43 869<br />

Interest on pension liability 33 450 35 747 35 104<br />

Expected return on pension assets - 26 338 - 27 240 - 24 951<br />

Amortisation of actuarial and<br />

other changes - 6 090 14 151 - 11 419<br />

Curtailment - 21 944 0 0<br />

Accrued employer's sosial security<br />

contribution etc. 1 471 2 276 1 908<br />

Net pension cost 10 490 52 217 44 511<br />

Number of persons covered by<br />

pension plans 1 303 1 071 1 132<br />

Tax losses carried forward<br />

As of 31.12.<strong>2005</strong>, Ferd has tax losses carried forward of 654 111,<br />

principally in the United Kingdom, the United States, Austria and Norway.<br />

Tax losses carried forward expire in future years as follows:<br />

NOK 1 000<br />

2006 0<br />

2007 10 600<br />

2008 64 000<br />

2009 106 400<br />

After 2009 327 911<br />

No time limit 145 200<br />

Total 654 111<br />

Tax effect of temporary differences and losses carried forward<br />

<strong>2005</strong> 2004<br />

NOK 1 000 Benefit Liability Benefit Liability<br />

Inventories 19 213 9 924 15 693 10 712<br />

Shares and securities 609 20 036 0 0<br />

Other differences 46 029 17 496 31 761 44 322<br />

Fixed assets 40 905 117 841 32 001 119 267<br />

Pensions 56 707 2 287 30 504 1 574<br />

Losses carried forward 201 486 0 182 034 0<br />

Dividend tax credit<br />

carried forward 73 442 0 76 016 0<br />

Write-down of deferred<br />

tax assets - 196 147 0 - 153 500 0<br />

Total 242 244 167 584 214 509 175 875<br />

Deferred tax capitalised<br />

in the balance sheet 206 604 131 944 174 196 135 562<br />

25


Notes - Ferd Holding Group<br />

NOTE 17 LONG-TERM LIABILITIES<br />

Total liabilities to<br />

NOK 1 000 financial institutions<br />

2006 188 204<br />

2007 19 602<br />

2008 17 313<br />

2009 10 541<br />

2010 1 431<br />

2011 577<br />

Thereafter 774 145<br />

Total 1 011 813<br />

NOTE 18 OFF-BALANCE SHEET FINANCIAL INSTRUMENTS<br />

Currency risk<br />

The group operates on the general principle that all currency exposure related<br />

to balance sheet items should be hedged. In the case of industrial equity<br />

investments denominated in foreign currencies, this is achieved by striving to<br />

match the currency composition of the borrowing portfolio with the currency<br />

composition of investments. Financial investments in equities are not hedged.<br />

Contractual currency receipts from operational activities are normally hedged in<br />

full, and other forecast currency receipts are hedged to a certain extent. Expected<br />

dividend receipts denominated in foreign currency are not hedged . Interest<br />

income from the group's portfolio of interest-bearing securities is not hedged.<br />

Interest payments in respect of the group's borrowings in foreign currency are to<br />

a large extent hedged by currency receipts from the group's activities.<br />

Forward foreign-exchange contracts outstanding<br />

Currency NOK<br />

Figures in 1 000 Purchased Sold Purchased Sold<br />

EUR 22 991 - 39 099 183 582 - 312 202<br />

NOK 42 323 - 9 239 42 323 - 9 239<br />

DKK 0 - 25 900 0 -27 720<br />

USD 9 687 - 9 822 65 566 - 66 479<br />

GBP 300 - 1 350 3 496 - 15 730<br />

JPY 3 209 907 - 147 120 184 528 - 8 457<br />

SEK 120 681 - 92 953 102 640 - 79 059<br />

CAD 0 - 4 700 0 - 27 344<br />

CHF 2 076 - 9 583 10 658 - 49 207<br />

Total 592 793 - 595 437<br />

Currency options outstanding<br />

Valuta Norske kroner<br />

Figures in 1 000 Purchased Sold Purchased Sold<br />

EUR 1 150 1 150 9 183 9 183<br />

Sum 1 150 1 150 9 183 9 183<br />

Interest-rate swaps outstanding<br />

Remaining<br />

Figures in 1 000 Currency Amount Receive Pay maturity<br />

EUR 5 000 EURIBOR 6M Fixed 3.00% p.a. 1.2 years<br />

EUR 10 000 EURIBOR 6M Fixed 3.34% p.a. 2.2 years<br />

EUR 5 000 EURIBOR 6M Fixed 3.50% p.a. 3.2 years<br />

EUR 5 000 EURIBOR 6M Fixed 3.27% p.a. 2.2 years<br />

GBP 5 000 LIBOR 6M Fixed 5.50% p.a. 3.8 years<br />

NOK 75 000 NIBOR 6M Fixed 3.74% p.a. 1.7 years<br />

NOK 50 000 NIBOR 6M Fixed 3.67% p.a. 2.2 years<br />

NOK 50 000 NIBOR 6M Fixed 4.04% p.a. 2.7 years<br />

NOK 50 000 NIBOR 6M Fixed 4.17% p.a. 3.2 years<br />

USD 10 000 LIBOR 6M Fixed 3.16% p.a. 2.2 years<br />

NOTE 19 ASSETS PLEDGED AND GUARANTEES<br />

Borrowings secured by assets pledged<br />

NOK 1 000 <strong>2005</strong> 2004<br />

Liabilities to financial institutions 24 177 26 327<br />

Total 24 177 26 327<br />

Book value of assets pledged as security<br />

NOK 1 000 <strong>2005</strong> 2004<br />

Buildings 17 950 19 303<br />

Plant and equipment 38 426 36 403<br />

Other 2 306 2 908<br />

Total 58 682 58 614<br />

26<br />

Compositional borrowing by currency<br />

Loan amount Loan amount<br />

NOK 1 000 in currency in NOK<br />

NOK 460 088 460 088<br />

USD 10 363 70 144<br />

EUR 21 516 171 805<br />

DKK 27 972 29 938<br />

JPY 535 421 30 780<br />

CHF 5 366 27 553<br />

GBP 15 097 175 910<br />

Other 45 595 45 595<br />

Total 1 011 813<br />

The group uses instruments such as forward foreign exchange contracts, currency<br />

swap agreements, currency exposure and options in the management of currency<br />

exposure.<br />

Interest rate risk<br />

The group's long-term borrowing is subject to short-term interest fixing. This<br />

applies to borrowing in both NOK and foreign currencies. Elopak applies interest<br />

hedging to reduce the exposure on parts of the loan by swapping variable<br />

interest to fixed interest.<br />

The group's portfolio of interest-bearing securities had an average residual<br />

maturity of 3.4 years at 31 December <strong>2005</strong>. The manager of this portfolio is<br />

authorised to vary the residual maturity between 0 and 6 years. The management<br />

of this portfolio is based solely on market values.<br />

Guarantee liabilities and off-balance sheet commitments<br />

NOK 1 000 <strong>2005</strong> 2004<br />

Uncalled partnership contributions 843 483 840 742<br />

Commitment to contribute loan / capital 51 993 58 648<br />

Unsecured guarantee liabilities 146 937 162 141<br />

Total 1 042 413 1 061 531


Profit and loss account - Ferd Holding AS<br />

Figures in NOK 1 000 Note <strong>2005</strong> 2004 2003<br />

OPERATING EXPENSES<br />

Salary and personnel costs 3 2 975 1 360 1 321<br />

Other operating expenses 1 666 2 722 1 697<br />

Total operating expenses 4 641 4 082 3 018<br />

FINANCIAL INCOME AND FINANCIAL EXPENSES<br />

Financial income 2 11 483 178 979 1 941 669<br />

Financial expenses 2 - 946 -3 377 - 2 173<br />

Net financial items 10 537 175 602 1 939 496<br />

Profit before tax and minority interests 5 896 171 520 1 936 478<br />

Tax 7 1 836 34 890 2 346<br />

PROFIT FOR THE YEAR 4 060 136 630 1 934 132<br />

Allocations<br />

Dividends proposed 0 -24 250 0<br />

Appropriation to other equity - 4 060 -112 380 - 1 934 132<br />

Total allocations - 4 060 -136 630 - 1 934 132<br />

THROUGH TREACHEROUS INSHORE WATERS.<br />

Navigation lights are smaller lights that guide<br />

shipping through inshore waters – marking channels<br />

between islands and through narrow inlets. There<br />

are different kinds of navigation lights: white lights<br />

mark a channel, red and green lights guide navigation<br />

through dangers. Makkaur light is an unusual<br />

example of a navigation light, located at the end<br />

of Båtsfjord in Finnmark.<br />

27


Balanse sheet at 31 December - Ferd Holding AS<br />

Figures in NOK 1 000 Note <strong>2005</strong> 2004<br />

ASSETS<br />

Fixed assets<br />

Interests in subsidiary companies 4 2 649 310 2 644 763<br />

Investment in shares and other equity participations 250 250<br />

Total fixed assets 2 649 560 2 645 013<br />

Current assets<br />

Intra-group receivables 0 170 805<br />

Other receivables 15 0<br />

Bank deposits 599 659 525 110<br />

Total current assets 599 674 695 915<br />

TOTAL ASSETS 3 249 234 3 340 928<br />

EQUITY AND LIABILITIES<br />

Equity<br />

Share capital 5,6 48 500 48 500<br />

Share premium reserve 6 2 122 050 2 122 050<br />

Other paid-in capital 6 727 776 727 776<br />

Other equity 6 324 555 330 680<br />

Total equity 3 222 881 3 229 006<br />

Current liabilities<br />

Tax payable 7 0 483<br />

Employer's contributions, duties etc. payable 187 184<br />

Dividends 0 24 250<br />

Intra-group liabilities 6 497 296<br />

Other current liabilities 19 669 86 709<br />

Total current liabilities 26 353 111 922<br />

TOTAL EQUITY AND LIABILITIES 3 249 234 3 340 928<br />

28


Cash flow analysis - Ferd Holding AS<br />

Figures in NOK 1 000 <strong>2005</strong> 2004 2003<br />

Cash flow from operational activities<br />

Profit before tax 5 895 171 520 1 936 478<br />

Tax paid - 550 0 - 684<br />

Income from investments in subsidiaries 0 1 758 219 - 1 789 196<br />

Net change in other current assets and current liabilities - 67 167 38 115 - 26 102<br />

Net cash from operational activities - 61 822 1 967 854 120 496<br />

Cash flow from investment activities<br />

Investments in subsidiary companies 0 - 1 720 584 0<br />

Received dividend from subsidiary companies 170 805 0 0<br />

Purchased securities 0 0 - 250<br />

Net cash flow from investment activities 170 805 - 1 720 584 - 250<br />

Cash flow from financing activities<br />

Dividend paid - 34 435 - 2 182 500 - 20 855<br />

Group contribution paid 0 - 8 377 0<br />

Paid-in equity 0 2 100 050 0<br />

Net cash flow from financing activities - 34 435 - 90 827 - 20 855<br />

Net increase (decrease) in bank deposits 74 548 156 443 99 391<br />

Bank deposits at 01.01 525 110 368 668 269 277<br />

Bank deposits at 31.12 599 659 525 110 368 668<br />

Notes - Ferd Holding AS<br />

NOTE 1 ACCOUNTING PRINCIPLES<br />

The accounting principles of Ferd Holding AS are identical to those of the Ferd Holding group as described in note 1 in the consolidated<br />

accounts. In cases where the accounting principles in the parent company are materially different from the group, this is shown separately.<br />

In the parent company accounts, investments in subsidiaries are recognised in accordance with the cost method of accounting.<br />

NOTE 2 FURTHER DETAILS ON AGGREGATE ITEMS<br />

Profit and loss account<br />

NOK 1 000 <strong>2005</strong> 2004 2003<br />

Income from subsidiary companies 0 170 805 1 929 024<br />

Interest received from group companies 0 8 162 0<br />

Other interest income 11 483 12 12 645<br />

Total financial income 11 483 178 979 1 941 669<br />

Interest paid to group companies - 8 - 4 0<br />

Other interest expense - 938 - 3 373 - 2 173<br />

Total financial expense - 946 - 3 377 - 2 173<br />

29


Notes - Ferd Holding AS<br />

NOTE 3 SALARY AND PERSONNEL COSTS, EMPLOYEE NUMBERS<br />

AND OTHER REMUNERATIONS<br />

Salary and personnel costs<br />

NOK 1 000 <strong>2005</strong> 2004 2003<br />

Salaries 2 635 1 120 1 100<br />

Social security contributions 269 220 220<br />

Other benefits 71 20 1<br />

Total salary and personnel costs 2 975 1 360 1 321<br />

Average number of employees 1 1 1<br />

Remuneration of CEO<br />

NOK 1 000 <strong>2005</strong><br />

Salary 1 141<br />

Other benefits 152<br />

Total remuneration of CEO 1 293<br />

The CEO is not part of the company's retirement benefit arrangements. He does<br />

not have a right to a bonus or any other form of profit sharing nor will he<br />

receive any form of compensation if his employment is changed or terminated.<br />

Remuneration to the Board of Directors of Ferd Holding AS in <strong>2005</strong> amounted<br />

to TNOK 992.<br />

Auditor<br />

Fees paid to Deloitte Statsautoriserte Revisorer AS for audit amounted to<br />

TNOK 22 for <strong>2005</strong>. Fees or other services amounted to TNOK 144.<br />

NOTE 5 SHARE CAPITAL AND SHAREHOLDER INFORMATION<br />

NOTE 7 TAX<br />

Tax charge for the year is made up of<br />

NOK 1 000 <strong>2005</strong> 2004 2003<br />

Tax payable 1 836 483 2 346<br />

Change in deferred tax 0 34 407 0<br />

Tax charge for the year 1 836 34 890 2 346<br />

Reconciliation of nominal tax rate to effective tax rate<br />

NOK 1 000 <strong>2005</strong> 2004 2003<br />

Pre-tax profit 5 896 171 520 1 936 478<br />

Expected tax at the nominal rate (28%) 1 651 48 026 542 214<br />

Dividend receipts from<br />

Norwegian companies 0 - 47 825 - 540 127<br />

Effect of changes in tax regulations 0 34 407 0<br />

Tax effect of other permanent<br />

differences 118 282 259<br />

Remaining tax expense 67 0 0<br />

Tax charge 1 836 34 890 2 346<br />

Effective tax rate 31.1% 20.3% 0.1%<br />

30<br />

NOTE 4 SUBSIDIARIES<br />

Subsidiaries owned by Ferd Holding AS and Ferd AS<br />

Registered Ownership and<br />

office voting interest<br />

Subsidiaries of Ferd Holding AS<br />

Ferd AH Holding AS Bærum 100.0%<br />

Tiedemanns Joh. H. Andresen DA Bærum 100.0%<br />

Ferd AS Bærum 100.0%<br />

Subsidiaries of Ferd AS<br />

Collett Pharma Invest AS Bærum 100.0%<br />

Det Oversøiske Compagnie AS Bærum 100.0%<br />

Elopak AS Røyken 100.0%<br />

Ferd Eiendom AS Bærum 100.0%<br />

Grupo TiMar SGPS Lda. Portugal. Fuseta 100.0%<br />

Norse Crown Company Ltd. AS Bærum 100.0%<br />

Sanodor X-it AS Bærum 100.0%<br />

Swix Sport AS Lillehammer 100.0%<br />

Swix Sport Japan KK Japan. Tokyo 70.0%<br />

The share capital is made up of 2 425 shares, each of nominal value NOK 20 000. All the shares are held by Johan H. Andresen, Jr.<br />

NOTE 6 EQUITY<br />

Equity<br />

NOK 1 000 Share capital Share premium Other paid-in Other equity Total equity<br />

reserve capital<br />

Equity 01.01.05 48 500 2 122 050 727 776 330 680 3 229 006<br />

Extraordinary dividend paid - 10 185 - 10 185<br />

Profit for the year 4 060 4 060<br />

Equity at 31.12.05 48 500 2 122 050 727 776 324 555 3 222 881


Auditor’s report<br />

31


Strategy<br />

TARGETS AND OBJECTIVES<br />

The overall objective for Ferd’s activities<br />

will continue to be “to create<br />

enduring value and leave clear footprints”.<br />

The group allocates its risk capital<br />

between asset classes and organises<br />

its activities to provide the best possible<br />

investment return relative to the<br />

risk profile determined by its owner.<br />

Ferd currently expects to generate an<br />

annual return on value-adjusted equity<br />

of 10%. Ferd is committed to promoting<br />

its reputation as a leading<br />

Norwegian investment operation<br />

through its sound investment return,<br />

the competence shown by its organisation<br />

and its focus on active and<br />

involved ownership.<br />

CAPITAL BASE<br />

Ferd defines its capital base as the total<br />

of its value-adjusted equity capital and<br />

committed borrowing facilities.<br />

At the close of <strong>2005</strong>, the market value of<br />

the group’s equity was estimated at NOK<br />

10.9 billion, an increase of 28% from<br />

2004. Elopak, Ferd Invest and the consideration<br />

received for the sale of shares<br />

in Skandinavisk Tobakskompagni (ST)<br />

represent the major components of<br />

value-adjusted equity. In anticipation<br />

of decisions on the long-term application<br />

of surplus capital, it is temporarily<br />

invested in highly liquid interest-bearing<br />

securities with limited interest rate<br />

and credit risk.<br />

The group has a committed borrowing<br />

facility of NOK 1 billion on which no<br />

drawings were made in <strong>2005</strong>. The<br />

group’s interest-bearing liabilities total<br />

NOK 1 067 million, of which borrowings<br />

by Elopak that are not guaranteed<br />

by Ferd account for NOK 1 052 million.<br />

The group’s equity ratio at the close of<br />

<strong>2005</strong> was 81% on a value-adjusted basis<br />

and 77% on book values, and it can<br />

therefore be safely concluded that the<br />

group’s financial risk capacity is underutilised.<br />

The group intends to consider using<br />

debt financing for its growth opportunities<br />

to a greater extent in the future.<br />

After a period of particular focus on<br />

building up the group’s competence<br />

and structuring its activities, Ferd now<br />

has significantly stronger investment<br />

capacity. This, together with strong<br />

growth in value-adjusted equity, has<br />

served to increase the owner’s willingness<br />

and ability to increase the group’s<br />

indebtedness. However, the group<br />

remains committed to maintaining an<br />

investment grade credit standing.<br />

32<br />

In total, it can be concluded that the<br />

group’s capital base is sufficient to permit<br />

significant expansion in its activities<br />

over coming years.<br />

ORGANISATIONAL CAPACITY<br />

The responsibility for managing investments<br />

on such a scale imposes major<br />

responsibilities on Ferd’s organisation.<br />

The group has strengthened and<br />

improved the structure first established<br />

in 2001. The current business areas<br />

have the capacity to manage more capital<br />

than they have at present. However,<br />

the scale of investment activity that the<br />

group now needs is so great that there<br />

is a need for additional capacity to<br />

manage these assets, either through the<br />

group’s internal organisation or by<br />

using external investment managers.<br />

CAPITAL ALLOCATION<br />

Allocating risk capital is one of the<br />

group’s most important tasks, since relative<br />

profitability and risk exposure are<br />

largely determined by its choice of asset<br />

classes. In addition, the process of capital<br />

allocation creates greater awareness<br />

of diversification, how the group uses<br />

its capital base and its risk capacity.<br />

Ferd reviews its capital allocation every<br />

autumn in advance of the annual<br />

budgeting round so that each business<br />

area knows how much capital it will be<br />

allocated for the following year. The<br />

management team considers representations<br />

from the business areas before<br />

producing proposals for the next year’s<br />

capital allocation. These proposals are<br />

discussed and debated by the executive<br />

management team before submission<br />

to Ferd’s Board.<br />

The group’s investment exposure has<br />

so far been divided into three asset<br />

classes:<br />

• Equity<br />

• Real estate<br />

• Fixed-income<br />

Equity comprises Elopak, Ferd Private<br />

Equity, Ferd Venture, Ferd Invest and<br />

Swix.<br />

Ferd’s <strong>2005</strong>-2007 strategic plan assumes<br />

a strategic allocation of the group’s<br />

capital base of 85% to equities and 15%<br />

to real estate. The actual exposure to the<br />

equity class was close to this target<br />

throughout <strong>2005</strong>. Exposure to real estate<br />

was lower than the 15% target in <strong>2005</strong>,<br />

and fixed-income made up the balance.<br />

The sale of the shareholding in ST and<br />

the new industrial and financial invest-<br />

ments planned create a need for a fresh<br />

review of the investment allocation<br />

structure. The decision to permit a significantly<br />

higher degree of debt financing<br />

for the group’s activities will<br />

increase its overall risk exposure, and<br />

this places new demands on questions<br />

of diversification and liquidity. The<br />

processes involved in this are currently<br />

underway, but no final decisions have<br />

yet been taken.<br />

REQUIRED RETURN ON EQUITY<br />

Ferd and its business areas need to<br />

have a stable long-term objective for<br />

return on equity. The group’s required<br />

return on equity, expressed in nominal<br />

terms before tax, is held constant until<br />

the operational and/or financial risk<br />

scenario changes, or until there is a<br />

change in the normalised level of interest<br />

rates on which the required return<br />

is based. The group currently operates<br />

with an overall required return on<br />

value-adjusted equity of 10% per<br />

annum. The following chart shows the<br />

anticipated balance of risk and reward<br />

on a long-term perspective:<br />

New focus areas will affect the composition<br />

of the group and therefore the<br />

overall required return on capital.<br />

Making greater use of debt financing<br />

will tend to increase the required<br />

return on Ferd’s equity.<br />

RISK MANAGEMENT<br />

Ferd’s risk exposure arises from operational<br />

risk, financial risk and liquidity<br />

risk. Operational risk relates to uncertainty<br />

over the future performance of<br />

the group’s various investments.<br />

Financial risk refers to the degree of<br />

debt financing. Liquidity risk refers to<br />

the cash assets the group can make<br />

available at short notice at any time.<br />

The most important risk factor for Ferd<br />

is operational risk. Ferd’s investment<br />

activities are very dependent on conditions<br />

in the financial markets, and<br />

earnings over recent years demonstrate<br />

this very clearly. In terms of accounting<br />

figures, Ferd’s industrial activities are<br />

not affected by the financial markets to<br />

the same extent, but their results have<br />

also fluctuated quite markedly. Moreover,<br />

it seems reasonable to assume<br />

that if market values were applied to<br />

the industrial businesses they would<br />

show a comparable sensitivity to conditions<br />

in the financial markets, and<br />

that accounting profits understate the<br />

volatility of the underlying valueadjusted<br />

results. Prior to the sale of the<br />

group’s investment in ST, this invest-


Ferd’s portfolio structure from an anticipated risk- and reward perspective<br />

Expected long-term return<br />

16 %<br />

14 %<br />

12 %<br />

10 %<br />

8 %<br />

6 %<br />

4 %<br />

2 %<br />

0 %<br />

Efficient portfolio frontier<br />

Fixed-income<br />

Real Estate<br />

Ferd<br />

ment provided stable income and cash<br />

flow. In overall terms, the group’s high<br />

equity exposure means that quite sizeable<br />

fluctuations in value-adjusted<br />

equity must be expected at times, and<br />

this represents a relatively high level of<br />

operational risk.<br />

Since Ferd represents all its owner’s<br />

business activities, it is natural for the<br />

group to focus on diversification,<br />

which is a measure of the extent to<br />

which the values of the group’s different<br />

investments are correlated over<br />

time. Ferd’s overall portfolio is heavily<br />

weighted towards equity investments,<br />

principally through Elopak, Private<br />

Equity, Invest, and Venture. However,<br />

these investments vary quite considerably<br />

in terms of company type, size,<br />

industry, geographic exposure and<br />

stage of life cycle, making this a welldiversified<br />

equity portfolio. Nonetheless,<br />

the overall outlook for the value of<br />

the portfolio is relatively highly correlated<br />

with the performance of<br />

Norwegian and international stock<br />

markets. The asset classes of real estate<br />

and fixed-income represent diversifying<br />

factors, but the current relatively<br />

small allocations to these classes limit<br />

the scale of this effect. At the start of<br />

2006, the group established a portfolio<br />

comprising investments in 20 hedge<br />

funds. This portfolio is not only<br />

expected to generate an attractive riskadjusted<br />

return, but is also constructed<br />

to have little or no correlation with specific<br />

equity indices in order to provide<br />

diversification relative to the group’s<br />

overall portfolio. A correct focus on<br />

diversification of a sufficient scale will<br />

Invest<br />

Swix<br />

Expected standard deviation<br />

Private Equity<br />

Elopak<br />

Skandinavisk Tobakskompagni<br />

Venture<br />

5 % 10 % 15 % 20 % 25 % 30 % 35 % 40 % 45 % 50 %<br />

serve to reduce operational risk at the<br />

group level.<br />

Until now, very little of the group’s overall<br />

activities have been financed by debt.<br />

The group is now considering a significantly<br />

higher degree of debt financing,<br />

and this will increase its risk exposure.<br />

Periods of weak cash flow and/or high<br />

interest rates may make it necessary to<br />

realise investments at undesirable times<br />

in order to maintain debt service payments.<br />

This makes it essential to carefully<br />

consider the risks of fluctuations in<br />

the value of investments, the stability of<br />

the cash flows they generate and the<br />

scope for realising investments at short<br />

notice before making the decisions on a<br />

financial strategy involving greater debt<br />

financing.<br />

The group’s tobacco investments have<br />

produced a high and stable cash flow<br />

over many years, and this has ensured a<br />

low level of liquidity risk. This cash flow,<br />

combined with limited borrowings, has<br />

made it less important to focus on the<br />

liquidity of the group’s other investments<br />

and the cash flows they generate. However<br />

the sale of the ST shares, the new<br />

industrial investment strategy under<br />

consideration and the possibility of a<br />

higher degree of debt financing will<br />

change the situation. The group’s liquidity<br />

reserves can include bank deposits<br />

and regular cash flows from sources such<br />

as share dividends and real estate investments.<br />

In addition, liquidity can include<br />

liquid investments in commercial paper<br />

and bonds as well as readily tradable<br />

listed shares, and last but not least the<br />

group’s undrawn committed credit lines.<br />

THE GROUP’S RESOURCES<br />

Ferd’s Mission, Vision and Values<br />

express the group’s vision and indicate<br />

how it will be achieved. The most<br />

important tools for this will be the operational<br />

values of capital, expertise and<br />

networking, and these values can therefore<br />

be seen as an expression of Ferd’s<br />

comparative advantage.<br />

The capital base provides the basis for<br />

the group’s activities, and is therefore a<br />

very important resource for Ferd.<br />

Important resources for Ferd:<br />

• Capital base<br />

• Financial expertise<br />

• Business development expertise<br />

• Reputation<br />

• Networking<br />

• Corporate culture<br />

Since Ferd’s core activities are based on<br />

its investment activities and industrial<br />

ownership, access to financial and business<br />

development expertise is very<br />

important for the group’s profitability.<br />

While these may not be particularly<br />

unusual areas of expertise, the group’s<br />

comparative advantage depends on<br />

making best use of the range of expertise<br />

in the group. New investments may<br />

further strengthen this range of expertise.<br />

Ensuring that the group has excellent<br />

expertise and makes best use of its<br />

skills is an essential, but not necessarily<br />

sufficient, condition for value creation.<br />

The group must in addition ensure that<br />

it allocates its expertise well so that it is<br />

employed where it will have best effect.<br />

In an organisation where expertise is<br />

distributed across several business<br />

areas, it is very important that the<br />

organisational structure does not hinder<br />

the best use of expertise. Teamwork,<br />

which is a core value for Ferd, helps to<br />

promote best allocation of expertise,<br />

but incentive systems that principally<br />

reflect the results of an individual’s own<br />

business area may weaken the commitment<br />

to best allocation. Ferd therefore<br />

considers it very important to organise<br />

internal forums that bring together the<br />

business areas to exchange information<br />

and promote better internal communication.<br />

The CEO and the executive<br />

management team play a central role in<br />

facilitating and driving collaboration<br />

within the group across organisational<br />

dividing lines.<br />

Reputation and networking are important<br />

resources for Ferd’s activities.<br />

33


Access to an external network is very<br />

important for the profitability of the<br />

group’s investment activities, both in<br />

terms of access to new investment<br />

opportunities and for professional<br />

assistance with investment decisions<br />

to supplement internal expertise.<br />

Ferd has developed an electronic network<br />

database to make best use of its<br />

contact network.<br />

The corporate culture is the resource<br />

that pulls together all the resources discussed<br />

above to ensure that they coalesce<br />

as a powerful tool to help realise<br />

Ferd’s corporate vision.<br />

NEW INDUSTRIAL INVESTMENT INITIATIVE<br />

At the start of 2006, Ferd is considering<br />

a new industrial investment initiative<br />

on a significant scale. This initiative<br />

aims to make a major contribution to<br />

the group’s vision to create enduring<br />

value and leave clear footprints.<br />

The current corporate ownership structure<br />

in Norway creates good opportunities<br />

for a player willing to focus on<br />

professional, involved and long-term<br />

ownership in both listed and private<br />

companies. The proportion of shareholders<br />

in Norway prepared to take an<br />

active involvement is thought to be relatively<br />

low, and the number of players<br />

that approach investment as a strategic<br />

commitment with a long-term time<br />

horizon is even more limited. In addition,<br />

we believe that many Norwegian<br />

companies actively welcome this kind<br />

of ownership involvement.<br />

By active ownership, Ferd means that it<br />

contributes more than capital to the<br />

companies in which it invests. Our aim<br />

34<br />

is to understand a company and the<br />

industry in which it operates so well<br />

that we can make a valuable contribution<br />

to setting the strategic agenda.<br />

Our contribution in this respect is<br />

very likely to involve our leading-edge<br />

expertise in mergers, acquisitions, sales<br />

and disposals. In terms of operational<br />

issues, we aim to have the skills to<br />

identify areas that need improvement<br />

and evaluate the quality of programs<br />

for operational improvement, while<br />

entrusting the company’s management<br />

with the responsibility for finding the<br />

right solutions and implementing the<br />

processes agreed.<br />

We expect to take an ownership interest<br />

in a few companies of sufficient size<br />

to make it possible to exercise the type<br />

of active ownership described above.<br />

We principally exercise our ownership<br />

role through the board of directors, and<br />

an important criteria for success will be<br />

our ability to create a board with the<br />

optimal characteristics for the company<br />

in question. Where these requirements<br />

can be achieved, we then expect<br />

the team at Ferd responsible for monitoring<br />

investment to maintain close<br />

and regular contact with the companies<br />

in our portfolio. This monitoring<br />

is of a more operational character,<br />

and it is important that our contacts<br />

are in accordance with the principles<br />

for good corporate governance. We<br />

consider incentive arrangements that<br />

create a common financial interest<br />

between the company’s owner and its<br />

executive management to be a central<br />

tool for achieving the targets set.<br />

The investment initiative described<br />

here has many similarities with the<br />

activities of Ferd Private Equity, but dif-<br />

fers in terms of central factors such as<br />

the scale of individual investments and<br />

the time horizon for ownership. The<br />

new initiative will seek investment<br />

opportunities on a scale larger than<br />

that envisaged by Ferd Private Equity’s<br />

overall strategy. Moreover, while a private<br />

equity fund typically has a three to<br />

five-year perspective for its investments<br />

and places particular importance<br />

on there being potential purchasers<br />

for the company after this<br />

period, these concerns will not be significant<br />

for the new initiative described<br />

here. Ferd’s starting point is a longterm<br />

ownership involvement with<br />

focus on strong value creation over<br />

time, but does not exclude the possibility<br />

that other players may be better<br />

placed to realise the company’s potential<br />

at a later stage in its development.<br />

Ferd has the qualities and resources<br />

needed to make such an initiative a<br />

success. The group has a sound capital<br />

base, and the owner is willing to<br />

allocate sufficient capital. Ferd is<br />

recognised as a group with a breadth<br />

of expertise in finance and business<br />

development that represents an important<br />

competitive advantage. A new<br />

industrial investment initiative will<br />

make demands on this expertise, but<br />

will also serve to strengthen it further.<br />

Given the strengths of Ferd’s existing<br />

organisational values, this initiative<br />

will be based on balanced and stable<br />

parameters. The group’s corporate<br />

culture and its history of industrial<br />

investment, together with the financial<br />

strength to act counter-cyclically, are<br />

also considered to be important criteria<br />

for the success of this initiative.<br />

FAR NORTH. Slettnes is the world's most<br />

northerly mainland lighthouse, 3.5 km north<br />

of the fishing village Gamvik in Finnmark.<br />

The first lighthouse keeper moved in here<br />

in 1905, and Slettnes lighthouse was then<br />

manned for 100 years until last year,<br />

making it one of the last manned lighthouses<br />

anywhere in Norway.


Langøytangen lighthouse.<br />

PRISMS AND LENSES. The French physicist<br />

Augustin Fresnel (1788-1827) invented<br />

a revolutionary lens system for lighthouses<br />

that is still in use. The Fresnel system uses<br />

prisms and lenses to collect and concentrate<br />

the light beam. There are two main<br />

types, one forms a belt around the light<br />

source so that the beam shines out horizontally<br />

in all directions, if necessary using<br />

red or green glass to mark sectors with<br />

shoals. The second type is a rotating lens<br />

and prism system that sends out a concentrated<br />

beam of light, which to the distant<br />

observer appears as a flashing light.<br />

Fresnel’s lenses are divided into six sizes<br />

based on the focal length and strength of<br />

the light source. The first category is the<br />

largest, with a focal length of 92 cm while<br />

the sixth has the smallest focal length at<br />

15 cm. The Fresnel system was first used<br />

at Corduan lighthouse outside Bordeaux in<br />

1823, and was then first used in Norway<br />

at Oksøy lighthouse outside Kristiansand<br />

in 1832.<br />

35


Strong involvement with Young Enterprise Norway<br />

Ferd was again heavily involved with<br />

Young Enterprise Norway in <strong>2005</strong> following<br />

the group's agreement in November<br />

2004 to become one of the organisation's<br />

major nationwide sponsors. This<br />

involves both a significant annual financial<br />

contribution and personal involvement<br />

by the members of the Ferd management<br />

team from its head office,<br />

business areas and group companies.<br />

EXTENSIVE COLLABORATION IN <strong>2005</strong><br />

The Ferd Prize was awarded for the first<br />

time at the Norwegian national competition<br />

for student companies in April<br />

<strong>2005</strong>. The prize is awarded to the student<br />

company showing the greatest<br />

international potential, and was one of<br />

the most sought-after awards among<br />

the 21 student companies in the competition,<br />

which took place at the<br />

Horten secondary school in Vestfold.<br />

The winning company had developed<br />

an impressive business concept based<br />

on free SMS messages and chat using<br />

Bluetooth and GPRS technology. The<br />

prize was handed over by Johan H.<br />

Andresen, Jr., the owner and CEO of<br />

Ferd, who also chaired a seminar in<br />

connection with the competition.<br />

The next Ferd Prize was awarded as<br />

early as July <strong>2005</strong>, but this was a special<br />

arrangement as part of the European<br />

competition for student companies.<br />

36<br />

The European competition was held in<br />

Oslo with Ferd as its main sponsor, and<br />

the winning student companies from<br />

24 countries participated. The winning<br />

entry was an Italian student company<br />

with a project for a pillow with a<br />

remote-controlled alarm clock function<br />

intended for the hard of hearing or<br />

anyone looking for a particularly pleasant<br />

way to be woken. The criteria for<br />

the annual Ferd Prize were also used to<br />

select the winner at the European competition.<br />

Ferd's owner and CEO was<br />

again on hand to present the prize, and<br />

was part of the jury that judged the<br />

competition.<br />

As part of its sponsorship of Young<br />

Enterprise Norway, a number of Ferd<br />

employees from both head office and<br />

its business areas made an active contribution<br />

in <strong>2005</strong>. This mainly involved<br />

acting as jury members for competitions,<br />

as well as practical support for<br />

both national and local competitions.<br />

In addition, Ferd's CEO is a member of<br />

the Board of Junior Achievement<br />

– Young Enterprise Europe, the<br />

European umbrella organisation for<br />

Young Enterprise.<br />

IN LINE WITH FERD'S VISION<br />

Young Enterprise aims to integrate<br />

entrepreneurship into the educational<br />

system through a comprehensive program<br />

for student companies. This gives<br />

pupils and students first-hand experience<br />

of business innovation and setting<br />

up companies with experience, support<br />

and guidance.<br />

Ferd's commitment to this organisation<br />

springs from the group's vision to create<br />

enduring value and leave clear footprints<br />

– as well as a recognition that the<br />

future will depend on the innovation<br />

and entrepreneurship of future generations.<br />

It is a well-known fact that innovative<br />

small companies make a major contribution<br />

to economic growth, but independent<br />

annual surveys show that<br />

Norway does not have a good record<br />

for business start-ups. It seems likely<br />

that the reasons for Norway's poor<br />

record can be found in the operating<br />

environment for small businesses, a<br />

lack of political commitment to business<br />

and less emphasis on businessoriented<br />

courses in Norway than in<br />

comparable countries. However, the<br />

underlying problem is the underdeveloped<br />

entrepreneurial culture and lack<br />

of understanding of business that we<br />

see in Norway – an attitude that people<br />

first learn from home and school,<br />

friends and the media.<br />

This makes it important that schools,<br />

higher education colleges and universities<br />

give the business leaders of the<br />

future the opportunity to develop<br />

expertise and attitudes that will support<br />

innovation, and that the politicians<br />

and bureaucrats of the future


The Ferd Prize was awarded to the studentcompany BluMe. Proud students and members of the jury from Ferd.<br />

gain experience and understanding of<br />

how value is created in our society.<br />

These views enjoy broad cross-party<br />

support from Norwegian politicians. In<br />

its plans for innovation in Norway, the<br />

previous government set out its vision<br />

for ”the Norwegian education system<br />

to be among the best in the world for<br />

training in entrepreneurship”. The current<br />

government has recommended<br />

the same approach.<br />

AN IMPORTANT CONTRIBUTION<br />

There is a long way to go before the<br />

government's vision is realised, but<br />

Young Enterprise is already making an<br />

important contribution. Ferd is therefore<br />

committed to supporting the<br />

organisation's work both financially<br />

and practically. In addition, Ferd's<br />

involvement gives it the chance to<br />

make contact with young people who<br />

may well represent valuable business<br />

contacts in the future. This is demonstrated<br />

by survey results that show that<br />

a young person who has participated in<br />

a student company is more than twice<br />

as likely to set up his or her own business<br />

than the population in general,<br />

and four times more likely than people<br />

over 29 years of age.<br />

Ferd's sponsorship agreement with<br />

Young Enterprise runs until 2008, but<br />

both Young Enterprise and Ferd intend<br />

to continue their partnership beyond<br />

the contract date.<br />

Young Enterprise Norway<br />

• Aims to promote creativity, teamwork<br />

and responsibility among<br />

pupils and students and to encourage<br />

them to establish companies<br />

• Works to develop greater understanding<br />

of the importance of<br />

innovation and value creation in<br />

business<br />

• Is supported by major Norwegian<br />

companies and organisations.<br />

Its board is chaired by Vibeke<br />

Hammer Madsen, Managing<br />

Director of the Federation of<br />

Norwegian Commercial and Service<br />

Enterprises<br />

• First established in Norway 1997.<br />

Since then, more than 35 000<br />

secondary school pupils have<br />

participated in Young Enterprise<br />

programs<br />

• Is the Norwegian branch of Junior<br />

Achievement – Young Enterprise<br />

Europe, which has members in<br />

41 European countries<br />

37


DANGEROUS CHANNEL. Just 1 km from the Slettnes lighthouse the Korsbøan reef<br />

extends one hundred meters out to sea with just two or three metres depth, and west<br />

of the light the waves wash over the Tørrbøan shoals - dangerous waters before the<br />

lighthouse was built. And as if this was not enough: In 1653 Baarne Olsdatter from<br />

Syltevik was accused of leading a coven of witches to cause the shipwreck of two<br />

Dutch vessels by casting spells. She was burnt at the stake on 17 March that year.<br />

38


WHICH LIGHTHOUSE? This is how Lista lighthouse looked from 1853-1873 – with not<br />

one but three light towers. This was needed to make sure that ships could differentiate<br />

Lista from other lighthouses in the area. It was not until around 1870, when flashing<br />

mechanisms were introduced, that lighthouses could be distinguished by using<br />

different flashing frequencies. This put an end to the need for double and triple<br />

towers, and only the tower on the right of the drawing now remains at Lista. The<br />

flashing mechanism uses moving steel discs that either rotate on their own axes (von<br />

Otter system), or around the light source itself (L. F. Lindberg rotating system). The<br />

flashing pattern is divided into two main categories: Occulting light where the beam<br />

is interrupted at regular intervals by a brief period of darkness and blinking light<br />

where the periods of darkness are longer than the illuminated periods.<br />

39


Mission Statement:<br />

Elopak<br />

Bjørn Flatgård<br />

Elopak’s mission is to satisfy market<br />

needs for attractive high quality<br />

carton based packaging systems<br />

for non-carbonated fresh and<br />

long-life liquid food products. This<br />

will be achieved by continuous<br />

focus on consumer and customer<br />

satisfaction, innovation, operational<br />

efficiency and human capital<br />

development<br />

Carton sales 2000 – <strong>2005</strong> Billion<br />

12<br />

10<br />

8<br />

6<br />

4<br />

2<br />

0<br />

00 01 02 03 04 05<br />

NOK million<br />

Key figures <strong>2005</strong> 2004 2003 2002<br />

Operating revenue 4 775.6 4 731.2 4 344.6 3 843.4<br />

Operating profit 251.4 26.9 242.4 134.9<br />

Fixed assets 1 741.4 1 799.5 2 065.5 1 764.7<br />

Current assets 1 824.3 1 853.5 1 820.7 1 611.9<br />

Total assets 3 565.7 3 653.0 3 886.2 3 376.6<br />

Equity 1 240.9 1 204.2 1 391.8 1 234.5<br />

Long-term liabilities 1 159.5 1 281.6 1 476.5 1 329.0<br />

Current liabilities 1 165.3 1 167.2 1 017.9 813.1<br />

Total equity<br />

and liabilities 3 565.7 3 653.0 3 886.2 3 376.6<br />

40<br />

■ Continuous improvement of operational efficiency<br />

■ Innovative carton shapes create new business<br />

■ Increased raw material cost<br />

■ Carton manufacturing plant in Serbia acquired<br />

■ Revised strategy for plastic packaging<br />

<strong>2005</strong> was concluded as yet another<br />

year of consistent improvement. While<br />

markets and the business environment<br />

continued to be turbulent and<br />

challenging, Elopak launched innovations,<br />

gained carton volumes and<br />

achieved improved efficiency.<br />

The most significant challenge to<br />

overcome in <strong>2005</strong> was a steep increase<br />

in raw material pricing, impacting raw<br />

board as well as polyethylene at levels<br />

previously unheard of in the industry.<br />

Elopak countered this through an<br />

even stronger focus on internal efficiencies<br />

and improvement projects.<br />

Added value for the customers was<br />

pursued through product and system<br />

innovation. In consequence, the carton<br />

business has delivered a good<br />

underlying result, further improved<br />

from previous years.<br />

The improvements are created partly<br />

through strong focus on core competences<br />

and innovations within<br />

Elopak’s portfolio of gable top carton<br />

systems. The strategy for Elopak’s<br />

plastic business was revised; although<br />

plastics results improved from the<br />

previous years, Elopak will now predominantly<br />

supply bottles and plastic<br />

filling systems through partners with<br />

established market leadership.<br />

Restructuring within the plastic business<br />

has caused costs in <strong>2005</strong>, related<br />

to loss on sale of activities, and revaluing<br />

of assets.<br />

THE CARTON BUSINESS<br />

<strong>2005</strong> was a satisfactory year with positive<br />

development in all areas of the<br />

Carton Business, resulting in steady<br />

growth of volumes and business<br />

results. Continuous improvement in<br />

carton blanks manufacturing was<br />

among others achieved by ramping up<br />

volumes from the new UV flexo converter<br />

lines installed in 2004. Much<br />

attention was also paid to ensuring<br />

efficiency and performance of aseptic<br />

and ultra clean systems. Elopak<br />

adjusted its organisation in order to<br />

handle demanding installation projects<br />

and further strengthen its efforts<br />

within premium aseptic systems.<br />

All Elopak’s market regions achieved<br />

volume development well ahead of<br />

underlying market growth. Installed<br />

filling systems were generally performing<br />

well, and recent innovations<br />

met with positive response in the<br />

market.<br />

But <strong>2005</strong> was also a year with major<br />

challenges. Raw material cost<br />

increased steeply. Cost increase was<br />

experienced for container board as<br />

well as for polyethylene (PE). In total,<br />

the increases put an unprecedented<br />

cost strain on carton manufacturers,<br />

which had to be countered through<br />

aggressive pursuit of improvement<br />

projects.<br />

Furthermore, an eight-week<br />

strike/lockout in the Finnish paper<br />

industry put serious strain on the supply<br />

chain. Established contingency<br />

plans enabled Elopak to supply cartons<br />

throughout the conflict without<br />

serious disruptions for the customers.<br />

During the fall, findings of the inkcuring<br />

agent ITX in carton-packed liquids<br />

caused attention and concern in<br />

the EU. After a limited analysis, the<br />

European Food Safety Authority<br />

(EFSA) stated that ITX did not give<br />

cause for health concerns. Nevertheless,<br />

Elopak immediately chose to<br />

implement ITX-free carton production.<br />

MANUFACTURING<br />

Elopak’s carton converting strategy<br />

was further pursued, meeting the<br />

increased challenges from customer<br />

and consumer demands. Roll-out of<br />

UV-flexo technology, optimisation of<br />

container board structure and


Elopak’s Human Resource Network comprises all HR-functions of the company.<br />

improving the already state-of-the-art<br />

coating process resulted in strong efficiency<br />

gains in blanks production.<br />

The UV-flexo converting lines give<br />

Elopak a cost efficient printing<br />

process combined with high quality<br />

print image. Four UV-lines are now in<br />

production and more are planned for<br />

in 2006. An optimised coating process<br />

is important in the supply chain and<br />

the coating lines in The Netherlands<br />

and Ukraine showed continuous<br />

improvements in capacity and quality.<br />

The production structure for carton<br />

blanks was further consolidated and<br />

standardised. This was achieved by<br />

closing down inefficient production<br />

lines and utilising the increased<br />

capacity on new UV flexo converters.<br />

A major efficiency project was initiated<br />

in Europe. The project aimed to pursue<br />

improvements in the supply chain<br />

through defining service levels based<br />

on customer requirements. Ultimately,<br />

the project targets a solid increase in<br />

overall equipment effectiveness.<br />

In order to meet changing legislation<br />

and terms of business, the start-up of<br />

local carton blanks production in<br />

China was delayed by one year. The<br />

design of the manufacturing plant has<br />

now been finalised and construction<br />

is expected to begin in first quarter<br />

2006.<br />

During <strong>2005</strong> Elopak acquired a carton<br />

manufacturing plant in Serbia. Elopak<br />

has had an ongoing partnership with<br />

this company for several years, supplying<br />

coated board and manufacturing<br />

technology. Elopak chose to take<br />

full ownership in <strong>2005</strong>, in order to<br />

fully exploit the potential for manufacturing<br />

and marketing synergies in<br />

Europe.<br />

Elopak’s Canadian plant faced challenges<br />

during the year. The board<br />

costs increased substantially more<br />

than planned, while simultaneously<br />

the market price level was under pressure.<br />

However, a newly installed UV<br />

flexo converter has already been filled<br />

up and another similar press has been<br />

ordered for 2006 delivery. A new plan<br />

has been instituted to improve margins<br />

and operational efficiencies.<br />

■ The Diamond Pure-Pak Curve Concept<br />

combines innovative design and carton<br />

technology. It has an extra eye catching<br />

curved panel for featuring selling point<br />

messages and an extended top panel,<br />

which gives extra space for a wider screw<br />

cap for better pouring.<br />

■ The Diamond<br />

Pure-Pak Curve<br />

concept is available<br />

for standard and<br />

mini cartons and<br />

thereby fitted for<br />

any product.<br />

Austrian company<br />

Alpenmilch used<br />

it to promote their<br />

Mozart dessert<br />

drink marking the<br />

250th birthday of<br />

Wolfgang Amadeus<br />

Mozart.<br />

■ The Mini Diamond Pure-Pak Curve carton<br />

is well suited as portion pack for yogurts<br />

and on the go products. Spanish consumers<br />

enjoy Simbi, a drinking yogurt enriched<br />

with prebiotics, probiotics and Omega 3.<br />

41


42<br />

The filling machine strategy was<br />

revised to provide a stable base for<br />

equipment supply, offering all the current<br />

innovations into the market while<br />

building the competence and infrastructure<br />

to support the overall Elopak<br />

strategy. For aseptic and ultra clean<br />

filling machines focus was given to<br />

improve the operating window on the<br />

key machine types. These enhancements<br />

will be commercially rolled out<br />

during 2006.<br />

Materials Handling experienced<br />

another satisfactory year with steady<br />

results and a sustainable sales outlook<br />

for 2006. Materials Handling have<br />

commercialised a new generation<br />

wrap-around machine, which will<br />

form a key part in Elopak’s future<br />

machine system portfolio.<br />

Production of screw caps for the Pure-<br />

Pak cartons continued the growth<br />

trend with sales of close to 3 billion<br />

screw caps, representing an increase<br />

of 23% to last years results. In line with<br />

the company’s focus on innovation<br />

and consumer convenience, 2006 will<br />

see further screw cap development. As<br />

closures have become an integrated<br />

part and add value to the company’s<br />

core product, the Pure-Pak carton, a<br />

volume increase is expected also for<br />

the coming year.<br />

RESEARCH & DEVELOPMENT – INNOVATION<br />

Elopak’s R&D departments continued<br />

focusing on process improvements<br />

and new product innovations.<br />

The Food Science and Technology<br />

Department had a hectic year with<br />

verification of aseptic and ultra clean<br />

installations. The department has<br />

performed several audits, and numerous<br />

requests from market units and<br />

customers were handled by the laboratory.<br />

Elopak reached a technological milestone<br />

developing the industry’s first<br />

fully servo controlled filling machine<br />

– where the main axel is replaced by<br />

servo motors – giving savings in steel<br />

and moving parts. The project was<br />

completed and is now part of the<br />

machine portfolio.<br />

<strong>2005</strong> was also the year when a range of<br />

innovative products and system<br />

improvements were launched. Elopak<br />

continued to drive innovation as a key<br />

for volume growth and support of premium<br />

brand development. New idea<br />

generation was satisfactory, with many<br />

new ideas for production, packaging,<br />

and process innovations.<br />

The Diamond Pure-Pak Curve Concept<br />

was launched in Europe in October<br />

with Delta Dairy in Greece. The launch<br />

of Pure-Pak Curve, Mini-Diamond and<br />

Mini-Diamond Curve (both chilled<br />

and aseptic) was carried out and several<br />

patents filed.<br />

The development of two new packaging<br />

solutions was initiated, expected to<br />

be introduced to the market in 2006-<br />

2007.<br />

Innovations already represent more<br />

than 5% of the annual revenue and are<br />

expected to grow further in 2006.<br />

MARKET ACTIVITIES<br />

EUROPE, MIDDLE EAST AND AFRICA<br />

In Europe in <strong>2005</strong>, basic milk consumption<br />

was down another 1 to 2%<br />

tracing to both chilled and ambient<br />

products, while value-added dairy<br />

products continue to increase. Juice<br />

consumption was up +1 to 2%.<br />

The consumption of carbonated<br />

drinks continued to decline in favor of<br />

non-carbonated and new liquid food<br />

products, including dairy, juice drinks,<br />

water, teas, energy, functional drinks<br />

and soups.<br />

For Region EMEA (Europe, Middle<br />

East and Africa) carton volume was<br />

up 8% versus 2004; cap volume grew<br />

by 25%. Elopak supplied 46 new filling<br />

machines, including 13 Pure-Pak<br />

P-S120, 6 aseptic fillers, and 30 cap<br />

applicators.<br />

Region EMEA changed its organisational<br />

structure to meet the growth of<br />

global brands. The four market areas<br />

were gathered in two strong regional<br />

teams to improve coordination of<br />

efforts between multi-national and<br />

global accounts, and drive consistent<br />

improvements in revenues and profit.<br />

Middle East experienced growth of all<br />

dairy products, including Laban (fermented<br />

milk accounting for 65% of<br />

total processed milk in Saudi Arabia),<br />

fresh milk (very important in<br />

Morocco), and UHT milk (Saudi<br />

Arabia and Egypt) due to wider distribution<br />

and product offerings. Juices<br />

and juice drinks were also up significantly<br />

on a small volume basis at the<br />

expense of carbonated soft drinks. In<br />

the Middle East, Elopak achieved<br />

record volumes with an increase of


33% versus 2004 for cartons and<br />

43% for plastic bottles. In South Africa<br />

Elopak achieved +13% in volume<br />

versus 2004.<br />

AMERICAS<br />

The Americas Region achieved a<br />

record carton volume, exceeding<br />

2.2 billion blanks. The blanks volume<br />

increased 8.5 percent above 2004<br />

levels. The screw caps volume in the<br />

Region increased by almost 100 million<br />

units compared to 2004.<br />

The results from Elopak’s joint venture<br />

in Mexico increased, despite rising PE<br />

prices, due to high blanks and screw<br />

caps volumes. Pure-Pak Curve carton<br />

with screw caps will be introduced<br />

into the Mexican market in 2006.<br />

Screw caps will be produced locally.<br />

Operational results in the region<br />

improved as the plans developed in<br />

2004 began to be implemented. It is<br />

anticipated that the progress will continue<br />

in 2006 as blanks and screw caps<br />

volumes grow and operational efficiencies<br />

continue to improve.<br />

CIS (COMMONWEALTH OF INDEPENDENT<br />

STATES)<br />

<strong>2005</strong> was a challenging year for<br />

Elopak’s business in CIS. Despite<br />

obstacles the organisation found new<br />

solutions in market approach and production<br />

efficiency to reach sales and<br />

financial goals. Elopak CIS exceeded<br />

volume budget and had a volume<br />

growth of 23% compared to 2004 and<br />

has doubled its volumes since year<br />

2000.<br />

Financial targets were met despite the<br />

extraordinary costs raised by external<br />

factors. Elopak continued to successfully<br />

roll out product enhancements<br />

by offering screw caps for consumer<br />

convenience. Customer projects and<br />

market investments from previous<br />

years proved successful and several<br />

new customers were gained. Elopak<br />

see clear opportunities in the market<br />

segments outside the dairy sector and<br />

will invest substantial effort into penetrating<br />

these.<br />

■ The extra panel of the Pure-Pak Curve car-<br />

ton was used to promote the values added<br />

for health benefits of Essentials premium<br />

juices when relaunched by Tropicana.<br />

■ Milko Yogurts were the first products<br />

launched in Diamond Pure-Pak Curve cartons.<br />

The extended top panel gives place for a<br />

wider screw cap perfectly fitted for pouring<br />

this high quality yogurt product.<br />

■ First aseptic filling machine installation<br />

in the Australian market resulted in the<br />

launch of a high quality soymilk. The product<br />

was successfully launched with Sanitarium<br />

Health Food Company.<br />

43


44<br />

Elopak took over full ownership of the blanks manufacturing plant in Serbia and Montenegro.<br />

The plant is an important supplier of blanks to the growing Eastern European market.<br />

Macroeconomic factors in CIS Region<br />

are not as stable and established as<br />

they are in Europe. Uncertain political<br />

climate inside and between CIS countries,<br />

financial instability and bureaucracy<br />

bring new risks and new challenges.<br />

Elopak constantly reevaluates<br />

the current business setup in order to<br />

minimise risks and remain a reliable<br />

high-quality supplier in this changing<br />

environment.<br />

APA (ASIA-PACIFIC-AUSTRALIA)<br />

The APA market area realised an overall<br />

positive development. The demand<br />

in the Chinese market for dairy and<br />

juice products continues to be strong<br />

and Elopak’s own manufacturing plant<br />

will be well situated to serve this growing<br />

market.<br />

The South East Asian activities have<br />

unchanged volumes and the unit continues<br />

the consolidation and training<br />

program to prepare for the start-up of<br />

the China manufacturing plant.<br />

Support and trading activities in<br />

Australia have benefited from the sellin<br />

of new technology and carton innovations<br />

through Elopak’s local associate.<br />

PLASTIC BUSINESS<br />

Elopak revised its plastic business<br />

strategy and decided no longer to be<br />

100% owner in activities related to<br />

production, sale and marketing of<br />

plastic bottles. This change in strategy<br />

is a consequence of the last years’<br />

unsatisfactory results within this business<br />

segment and the need to focus<br />

resources on the growing carton business.<br />

An extensive restructuring of the complete<br />

Plastic Division with main focus<br />

on plastic bottle production resulted<br />

in the sale of the „Hole-through-thewall’<br />

installations in Austria and the<br />

Czech republic.<br />

In 2006 Elopak will concentrate on<br />

efficiently running the remaining<br />

manufacturing plants, but will seek<br />

solutions in line with the revised strategy<br />

for plastic bottle production.<br />

ORGANISATION AND DEVELOPMENT<br />

Development of a common performance<br />

culture continued through <strong>2005</strong>.<br />

The company-wide organisational<br />

survey showed clear strengths in all<br />

employees understanding what is<br />

expected of them. All departments will<br />

continue to work on addressing<br />

improvement areas and further building<br />

on strengths in 2006.


Competence development is<br />

approached in a structured way,<br />

through the definition of core competences,<br />

and the appointment of managers<br />

for the systematic development<br />

of each competence. New training<br />

courses were introduced through the<br />

new ‘Elopak Academy’ in <strong>2005</strong>, and<br />

additional courses are planned for<br />

2006.<br />

By year end Elopak had 1697 employees,<br />

exclusive Joint Ventures, compared<br />

to 1705 at year end 2004.<br />

Headcount increase through the<br />

acquisition of the Serbia plant was<br />

offset by reductions in Plastics and<br />

the effect of many different efficiency<br />

gains across the Group. Elopak<br />

Norway had 160 employees at year<br />

end.<br />

ENVIRONMENT<br />

The Pure-Pak cartons’ environmental<br />

benefits are increasingly recognised,<br />

reflecting consumer awareness and<br />

concern for the environment. Paper<br />

is seen as a more natural product and<br />

consumers react positively to it.<br />

Beverage cartons can easily be recycled<br />

into new applications. In <strong>2005</strong><br />

all raw material sources were certified<br />

on FSC – Forest Stewardship Council<br />

– principles. No incidents affecting<br />

external environment were recorded.<br />

HEALTH, SAFETY AND THE WORKING<br />

ENVIRONMENT<br />

Total leave of absence in <strong>2005</strong> was 3.2%.<br />

As for previous years, Elopak suffered<br />

no fatal accidents in <strong>2005</strong>. 62 minor<br />

accidents were recorded, of which 31<br />

led to absence of more than one day.<br />

The figure for Lost-Time-Injuries was<br />

10.1 for <strong>2005</strong>, compared to 15.7 in<br />

2004. While the improvement is pleasing,<br />

a further reduction of the level is<br />

targeted. Ongoing improvement activities<br />

are defined, mainly in production,<br />

focused on improving the physical<br />

work environment.<br />

FUTURE ASPECTS<br />

At the outset of 2006, Elopak recognises<br />

that the business environment<br />

will remain challenging. The raw<br />

material price pressure experienced in<br />

<strong>2005</strong> is expected to persist and even<br />

increase. However, Elopak is very well<br />

positioned to meet the challenges with<br />

a healthy and improving core business<br />

– carton-based packaging.<br />

It remains Elopak’s firm commitment to<br />

become a market leader in fresh as well<br />

as premium aseptic packaging solu-<br />

tions. During 2006, Elopak expects further<br />

growth based on continuous innovation<br />

and improvement of operational<br />

efficiency. Organic growth is targeted<br />

for Europe as well as the Americas,<br />

Commonwealth of Independent States<br />

(CIS – former Soviet) and Asia.<br />

Elopak's customers across the globe<br />

are knowledgeable and demanding.<br />

Consolidation among dairies and<br />

retailers, and changing consumer<br />

trends and preferences contribute to<br />

a rapidly changing environment.<br />

Elopak’s strategy is to pursue customer<br />

partnerships, value-adding innovation<br />

and high internal efficiency in order to<br />

ensure that the company remains a<br />

preferred supplier in a demanding<br />

market place.<br />

■ Three years of filler development made<br />

it possible that three different products can<br />

be filled simultaneously in one filling<br />

process while maintaining product viscosity.<br />

Dutch dairy giant Campina launched their<br />

famous Vla desserts and yogurt Flip as the<br />

world-first triple products to the market.<br />

■ Elopak’s annual press event was arranged<br />

at Delta Dairy in Greece marking the com-<br />

mercial launch of the Diamond Pure-Pak<br />

Curve Concept. All Delta Dairy fresh products<br />

were relaunched in the new innovative<br />

cartons.<br />

45


Mission Statement:<br />

Sales NOK million<br />

400<br />

350<br />

300<br />

250<br />

200<br />

150<br />

100<br />

0<br />

Swix Sport<br />

Randi B. Sætershagen<br />

We aim to develop, produce and<br />

market innovative and high quality<br />

accessories and textile goods<br />

for sporting and other active recreational<br />

pursuits, both in Norway<br />

and internationally. We will do<br />

this by developing and managing<br />

our own market-leading brands<br />

through an enthusiastic and valuedriven<br />

organisation so that we are<br />

recognised as a pioneering company<br />

in our chosen sectors<br />

00 01 02 03 04 05<br />

NOK million<br />

Key figures <strong>2005</strong> 2004 2003 2002<br />

Operating revenue 396.9 415.9 305.7 273.3<br />

Operating profit -19.5 21.6 26.5 28.4<br />

Fixed assets 75.0 74.8 32.4 31.4<br />

Current assets 215.5 206.4 180.1 159.9<br />

Total assets 290.5 281.2 212.5 191.3<br />

Equity 77.4 96.6 87.9 86.3<br />

Long-term liabilities 50.2 60.4 9.0 14.1<br />

Current liabilities 162.9 124.2 115.6 90.9<br />

Total equity<br />

and liabilities 290.5 281.2 212.5 191.3<br />

46<br />

■ New managing director and head of sales appointed, customer<br />

relations function strengthened<br />

■ Subsidiary established in Germany<br />

■ Swix Sport establishes its position as a brand warehouse for Swix,<br />

Bavac, Ulvang, XL-1 and Pedro’s<br />

■ New profile developed and implemented for Swix Sport and Swix<br />

products<br />

Swix Sport is a strong international<br />

market leader for ski waxes, and a leading<br />

player for ski poles. Through the<br />

integration of Elite Sport, the company<br />

has gained a broader and even more<br />

competitive product range of textile<br />

goods.<br />

MARKETS<br />

Most of Swix Sport’s products are<br />

dependent on snow conditions.<br />

The first months of <strong>2005</strong> saw persistently<br />

poor weather conditions in all<br />

the important markets. This caused<br />

a significant downturn in orders from<br />

sporting goods retailers at the start of<br />

the year, and a similar decline in<br />

advance orders for the <strong>2005</strong>/2006 winter<br />

season. The company's results for<br />

<strong>2005</strong> reflect these adverse conditions.<br />

Despite this, the company's systematic<br />

pursuit of its target to be the leader in<br />

selected niches has strengthened its<br />

long-term position in an overall market<br />

where most of the product categories<br />

sold by Swix Sport are not showing<br />

appreciable growth. This is true of ski<br />

waxes, ski accessories and ski poles,<br />

and it also seems that Nordic Walking<br />

sales have peaked for the moment.<br />

A strong focus on design, particularly<br />

on targeted ranges of women's and<br />

men's clothing, has strengthened the<br />

company's market position for textile<br />

goods, which is a product area offering<br />

considerable potential for future<br />

growth.<br />

RESULTS<br />

After many years of strong earnings,<br />

Swix Sport reported a weaker than<br />

expected operating profit, mainly due<br />

to the adverse winter weather conditions<br />

but also because resources were<br />

used to strengthen the organisation<br />

and invest in new products for future<br />

growth.<br />

Swix Sport's operating revenue for <strong>2005</strong><br />

was NOK 397 million as compared to<br />

NOK 416 million for 2004, representing<br />

a decline of some 5 percent.<br />

SWIX SPORT USA<br />

Swix Sport USA again set a new turnover<br />

record in <strong>2005</strong>. However, sales of<br />

textile goods fell short of target. This<br />

was due to the quota restrictions on<br />

imports from China introduced in<br />

summer <strong>2005</strong>. Nordic Walking sales<br />

remained modest, and the launch of<br />

Ulvang products made little impact on<br />

turnover in their first year. Investment<br />

in new product areas held back profits,<br />

which did not reach a satisfactory level<br />

in total.<br />

A new manager was appointed for<br />

Pedro’s in <strong>2005</strong>.<br />

SWIX SPORT JAPAN<br />

After two years of falling revenue due<br />

to a general decline in the winter<br />

sports market, Swix Sport Japan<br />

increased its turnover in <strong>2005</strong> and so<br />

reinforced its strong position in its<br />

market segment. In view of the general<br />

market conditions, the company's<br />

results for <strong>2005</strong> were satisfactory.<br />

SWIX SPORT GERMANY<br />

Swix Sport established a subsidiary in<br />

Germany in the spring of <strong>2005</strong>. The<br />

new operation took over responsibility<br />

for distribution to the German market,<br />

and was given responsibility for the<br />

Austrian market with effect from 1<br />

January 2006. The company has been<br />

successful in recruiting the staff it<br />

needs, all of whom have a good background<br />

in the winter sports sector.<br />

PRODUCT DEVELOPMENT AND INVEST-<br />

MENTS<br />

Swix Sport invested heavily in <strong>2005</strong> in<br />

product development and building its<br />

international brand. A more modern<br />

logo and profile were introduced for<br />

Swix products, and Swix Sport<br />

launched a new corporate profile and<br />

corporate communications program.


The company is now recognised as a<br />

modern brand warehouse, with the<br />

brands Swix, Bavac, Ulvang, XL-1 and<br />

Pedro’s enjoying their own positions<br />

and brand images.<br />

In terms of product development, the<br />

year was notable for an innovative ski<br />

pole concept for top-level cross-country<br />

skiing, which is currently being<br />

tested by elite participants in international<br />

competitions. The new pole<br />

attracted great interest at the winter<br />

ISPO trade fair, and it is likely to be on<br />

sale on a limited basis by the autumn<br />

of this year. Work was also completed<br />

on new glide and kick wax products<br />

which are very simple to use and will<br />

be a competitive alternative in the<br />

recreational skiing market.<br />

ORGANISATION<br />

The company's chief executive Mikkel<br />

Dobloug decided to retire following a<br />

period of leave of absence. Randi B.<br />

Sætershagen was appointed as chief<br />

executive to succeed Mr Dobloug at the<br />

end of January 2006. Erik Stensrud was<br />

acting chief executive from 1 April <strong>2005</strong><br />

until Randi B. Sætershagen’s appointment,<br />

and has now returned to his<br />

position as head of the textile goods<br />

area.<br />

New appointments and changes in<br />

responsibilities have been made in<br />

order to improve the company's customer<br />

focus. Bjørn Krekke joined the<br />

company in May <strong>2005</strong> to fill the new<br />

position of sales director, and what was<br />

previously the order office has been<br />

transformed into a state-of-the-art cus-<br />

tomer centre with a newly appointed<br />

manager. The logistics function has<br />

been strengthened in order to cope<br />

with the separate product lines of Swix,<br />

Ulvang, Bavac and XL-1.<br />

The process of integrating Elite Sport is<br />

now complete, and the working environment<br />

and internal collaboration are<br />

entirely satisfactory. Swix Sport had 176<br />

employees at 31 December <strong>2005</strong> (170 at<br />

the close of 2004), of which 40 were<br />

based in the USA (36), 10 in Japan (10),<br />

and 5 in the new German subsidiary.<br />

FUTURE PROSPECTS<br />

The company expects significantly better<br />

results in 2006 than in <strong>2005</strong>, partly<br />

because the year has started well, but<br />

mainly as a result of the improvements<br />

made to the organisational structure<br />

and investment in product development<br />

and brand identities. These<br />

investments will also have a long-term<br />

benefit in making Swix Sport a more<br />

attractive business partner for distributors<br />

and customers, and will contribute<br />

to growth and improved profitability<br />

for many years to come.<br />

Swix is a modern brand warehouse, with<br />

the brands Swix, Bavac, Ulvang, XL-1 and<br />

Pedro´s enjoying their own positions and<br />

brand images.<br />

47


Introduction:<br />

Ferd Private Equity Fund<br />

Gert W. Munthe<br />

Ferd Private Equity Fund (FPEF) is a<br />

buy-out fund with NOK 2 billion in<br />

committed capital. Ferd AS is the<br />

largest single investor in FPEF, which<br />

is backed by 25 Norwegian and foreign<br />

investors. The fund invests in<br />

established companies with international<br />

potential where it can contribute<br />

to value creation by playing<br />

an active ownership role.<br />

FPEF's business idea is to invest in established<br />

companies where the fund's<br />

expertise and network can contribute to<br />

increased value creation. FPEF will therefore<br />

invest in portfolio companies where<br />

it can hold a sufficient ownership interest<br />

to actively influence their development.<br />

FPEF is the leading buy-out fund with a<br />

primary focus on the Norwegian market,<br />

and has a significant capital base of NOK<br />

2 billion. The fund's ambition since it was<br />

established in August 2004, has been to<br />

position itself in the buy-out market<br />

between the smaller Norwegian players<br />

and the larger Nordic/European players,<br />

and this has proved very successful. The<br />

fund sees a strong flow of investment<br />

opportunities and currently has five companies<br />

in its portfolio: Pronova Biocare,<br />

Epax, Noratel, Handicare and Wonderland.<br />

Epax was spun off from Pronova Biocare<br />

in <strong>2005</strong> and is now a separate company<br />

in the FPEF portfolio. Collett Pharma,<br />

which was purchased from Nycomed in<br />

2004, was sold to Orkla ASA in <strong>2005</strong>.<br />

Ferd Equity Partners AS (FEP) is the exclusive<br />

investment adviser for the fund. The<br />

company has twelve employees and rents<br />

premises from Ferd AS. FEP is owned 60%<br />

by its employees and 40% by Ferd AS.<br />

FEP’s objective is to strengthen its position<br />

as the leading private equity environment<br />

in Norway.<br />

48<br />

■ Acquired Toroid International as a supplementary investment for<br />

Noratel<br />

■ Acquired Handicare AS, a leading supplier of technical aids to<br />

the handicapped and elderly, and expanded the company through<br />

acquisitions in Denmark and Holland<br />

■ Sold Collett Pharma to Orkla ASA in a transaction which also included<br />

the consumer products division of Pronova Biocare<br />

■ Acquired Norsk Hydro’s remaining shares in Pronova Biocare<br />

■ Further strengthened the organisation and maintained a strong<br />

position in the market with continuing good access to investment<br />

opportunities<br />

■ In February 2006 Wonderland, a leading Norwegian mattress manufacturer<br />

with a strong position in the other Nordic countries was acquired<br />

ORGANISATION<br />

Ferd Private Equity Fund is an independent<br />

buy-out fund with 25<br />

Norwegian and international investors.<br />

Investors have committed NOK 2 billion<br />

of capital to the fund, with Ferd AS<br />

as the largest single investor. FPEF is<br />

incorporated in Jersey and the fund's<br />

Board of Directors in Jersey is responsible<br />

for all investment decisions. The<br />

daily management and administration<br />

of the fund is carried out by Aztec<br />

Financial Services in Jersey.<br />

Ferd Equity Partners AS is the exclusive<br />

investment adviser to the fund. Ferd<br />

Equity Partners continued to strengthen<br />

its team in <strong>2005</strong>. Kristian Eikre, who<br />

previously worked as an investment<br />

analyst at First Securities, joined as an<br />

analyst in September, and later in the<br />

autumn Aase Sunde, who previously<br />

worked at Wiersholm, was employed as<br />

executive secretary. Cato Haug, who<br />

previously worked for Morgan Stanley<br />

in London, and Sverre Flåskjer, formerly<br />

the marketing director at Nidar, were<br />

both appointed as investment managers<br />

in January 2006. Malin Krog<br />

joined from Boston Consulting Group<br />

as an analyst in 2006. The company<br />

now has three partners, four investment<br />

managers, three analysts, a CFO and an<br />

executive secretary.<br />

LEADING POSITION IN AN ATTRACTIVE<br />

MARKET<br />

Ferd Private Equity Fund is recognised<br />

as one of the leading buy-out funds<br />

with a focus on Norway. The fund aims<br />

to position itself in the private equity<br />

market between the smaller Norwegian<br />

players and the larger Nordic/European<br />

players, and this approach has proved<br />

very successful. FPEF focuses on<br />

investments in the range NOK 100-400<br />

million with a Norwegian connection.<br />

There are major opportunities for private<br />

equity in Norway, where private<br />

equity is a less well-developed market<br />

than in other countries, such as<br />

Sweden. The fund has attracted a very<br />

good flow of attractive investment<br />

opportunities ever since it was first<br />

established, and focuses on transactions<br />

in a range where competition is<br />

less intense. Ferd Equity Partners is<br />

well positioned to take advantage of<br />

these opportunities and to strengthen<br />

its position as the leading private<br />

equity investment business in Norway.<br />

PORTFOLIO DEVELOPMENT<br />

FPEF continued to work on the development<br />

of its portfolio companies in<br />

<strong>2005</strong>. In March the fund made an<br />

acquisition through Noratel of Toroid<br />

International. This has made Noratel a<br />

global company and added production<br />

facilities in Sri Lanka and India.<br />

Noratel’s annual turnover increased<br />

from NOK 310 million to NOK 500 million.<br />

In July the fund purchased<br />

Handicare AS, a leading supplier of<br />

technical aids to the elderly and handicapped.<br />

Just a few months later, with<br />

the support of capital and transaction<br />

expertise from FPEF, Handicare<br />

acquired Kjærulff in Denmark and<br />

Movingpeople in Holland. This ensured<br />

a strong position and rapid growth for<br />

Handicare for the start of 2006. June<br />

also saw an agreement with Orkla ASA<br />

for the sale of Collett Pharma. This<br />

transaction, which was completed in<br />

October, secured a good return for the<br />

fund and also gives Collett Pharma the<br />

best opportunities and conditions for<br />

its further development. The sale to<br />

Orkla also included the consumer<br />

products division of Pronova Biocare .<br />

Pronova now focuses on its pharmaceuticals<br />

division and on oil products<br />

for dietary supplement applications.


From left: Aase Sunde, Gert W. Munthe, Patrik Bø Egeland, Morten Blix, Cato Haug, Sverre<br />

Flåskjer, Jostein Bjørge, Kristian Eikre, Tore Rynning-Nielsen, Adele Bugge Norman Pran,<br />

Rikke T. Reinemo. In front: Malin Krog.<br />

The latter business was spun off in<br />

<strong>2005</strong> as a separate company under the<br />

name Epax. Pronova continues to perform<br />

strongly, and recent developments<br />

include the launch of the<br />

Omacor pharmaceutical product in the<br />

American market and a long-term contract<br />

with Takeda Pharmaceuticals for<br />

sales to the Japanese market.<br />

In February 2006, FPEP acquired<br />

Wonderland AS, one of the leading<br />

Norwegian mattress manufacturers in<br />

Norway with a strong position in the<br />

other Nordic countries.<br />

FPEF will continue to commit considerable<br />

resources to developing these<br />

companies. The fund's investment<br />

adviser, FEP, assists in this task through<br />

its representation on the boards of the<br />

portfolio companies and active<br />

involvement in a range of projects.<br />

FUTURE PROSPECTS<br />

FPEF will continue to focus in 2006 on<br />

the further development of the companies<br />

in its portfolio. The fund continues<br />

to have significant assets available for<br />

investment and intends to carry out<br />

new acquisitions in 2006 as well as<br />

considering supplementary investments<br />

in its existing portfolio companies.<br />

In addition to evaluating investment<br />

opportunities represented by its<br />

large and attractive deal flow, Ferd<br />

Equity Partners will pro-actively<br />

develop attractive investment opportunities<br />

for consideration by the fund.<br />

Further development of current portfolio<br />

companies. FPEF will continue to<br />

work closely with its portfolio companies<br />

to ensure continuing growth and<br />

further improvements in performance.<br />

Further acquisitions/investments. FPEF<br />

will continue to work on generating and<br />

evaluating potential investment opportunities<br />

for the fund. The fund continues<br />

to have significant assets available<br />

for investment, but will also ensure that<br />

it has sufficient capital available for the<br />

continued development of its existing<br />

portfolio companies.<br />

Ferd Private Equity Fund’s<br />

portfolio:<br />

• Pronova Biocare AS<br />

• Epax AS<br />

• Noratel AS<br />

• Handicare AS<br />

• Wonderland AS (February 2006)<br />

49


HANDICARE<br />

Ferd Private Equity Fund’s portfolio<br />

NOK million<br />

Key figures <strong>2005</strong> 2004 2003 2002<br />

Operating revenue 728.4 610.2<br />

Operating profit 63.4 46.7<br />

Fixed assets 427.5 44.2<br />

Current assets 378.9 234.8<br />

Total assets 806.4 279.0<br />

Equity 143.0 84.7<br />

Long-term liabilities 483.3 48.0<br />

Current liabilities 180.1 146.3<br />

Total equity<br />

and liabilities 806.4 279.0<br />

No comparable figures are available for the period 2002-<br />

2003.<br />

PRONOVA BIOCARE<br />

NOK million<br />

Key figures <strong>2005</strong> 2004 2003 2002<br />

Operating revenue 603.6 466.8 320.4 265.6<br />

Operating profit 215.2 46.8 11.4 -10.2<br />

Fixed assets 507.6 392.9 223.0 155.7<br />

Current assets 313.8 319.1 187.9 254.3<br />

Total assets 821.4 712.0 410.9 410.0<br />

Equity 214.7 189.2 69.7 72.7<br />

Long-term liabilities 479.6 428.2 41.9 38.6<br />

Current liabilities 127.1 94.6 299.3 298.7<br />

Total equity<br />

and liabilities 821.4 712.0 410.9 410.0<br />

Epax was spun off from Pronova Biocare in December <strong>2005</strong>.<br />

NORATEL<br />

NOK million<br />

Key figures <strong>2005</strong> 2004 2003 2002<br />

Operating revenue 508.9 304.5 266.2 249.0<br />

Operating profit 36.7 22.9 19.0 15.4<br />

Fixed assets 176.4 65.2 61.7 62.7<br />

Current assets 266.5 137.4 119.1 114.6<br />

Total assets 442.9 202.6 180.8 177.3<br />

Equity 132.2 84.0 76.4 69.3<br />

Long-term liabilities 178.9 38.9 36.3 39.9<br />

Current liabilities 131.8 79.7 68.1 68.2<br />

Total equity<br />

and liabilities 442.9 202.6 180.8 177.3<br />

50<br />

Handicare<br />

■ FPEF acquired Handicare in July <strong>2005</strong><br />

■ Strong growth through acquisitions in<br />

Denmark and Holland<br />

■ Continuing top-line and bottom-line<br />

growth<br />

■ Work now under way to integrate<br />

the companies acquired and prepare<br />

for further expansion<br />

Handicare is a leading supplier of technical<br />

aids for the elderly and the handicapped.<br />

The company is also the largest<br />

player in Norway for the conversion of<br />

cars for handicapped drivers, and is a<br />

leading distributor of medical equipment<br />

and material to hospitals through<br />

its subsidiary Puls AS. The company<br />

reports growth in all three areas of<br />

activity.<br />

Handicare was acquired by FPEF in<br />

July <strong>2005</strong>. Handicare and FPEF then<br />

worked closely together to carry out<br />

two acquisitions in July: Kjærulff A/S<br />

which is a leading player for bathroom<br />

aids in Denmark and Movingpeople<br />

which is a leading supplier of technical<br />

aids for the elderly and handicapped in<br />

Holland.<br />

In addition to its operations in Norway,<br />

Handicare has subsidiaries in Sweden,<br />

Denmark and Holland. The company<br />

also sells its products to a number of<br />

other European markets through distributors.<br />

Handicare is currently experiencing<br />

a good response to its products<br />

in many markets, and is enjoying strong<br />

growth in both turnover and profits.<br />

Figures for the Handicare group<br />

showed turnover of NOK 728 million<br />

in <strong>2005</strong> with an operating profit of<br />

approximately NOK 63 million.<br />

Consolidated turnover in 2006 is<br />

expected to approach NOK 1.1 billion.<br />

Handicare has established a position as<br />

an exciting international supplier of<br />

technical aids for the elderly and handicapped,<br />

and FPEF's objective is to<br />

encourage the further development<br />

and expansion of this business both<br />

organically and through acquisitions.<br />

www.handicare.com<br />

Pronova Biocare<br />

■ FPEF acquired Hydro’s remaining 20%<br />

interest in April <strong>2005</strong><br />

■ Industrial Brands division established<br />

as Epax AS, a separate legal entity<br />

■ Consumer Brands division sold to Orkla<br />

■ Licence and supply agreement for the<br />

Japanese market signed with Takeda<br />

■ Launch of Omacor in the American<br />

market<br />

Pronova Biocare is a global leader for the<br />

development, production and sale of<br />

Omega-3 fatty acids, both for dietary<br />

supplement and pharmaceutical applications.<br />

The company is heavily focused on<br />

international markets, and most of its production<br />

is exported. The company's head<br />

office is in Oslo and it has production<br />

facilities in Sandefjord and Ålesund.<br />

FPEF acquired the remaining 20% of the<br />

share capital of Pronova Biocare from Hydro<br />

in April <strong>2005</strong>. At the start of <strong>2005</strong> the company<br />

had three divisions: Pharmaceuticals,<br />

Industrials Brands and Consumer Brands.<br />

<strong>2005</strong> saw significant investment in the company's<br />

production facilities. The capacity<br />

of the Sandefjord facility was doubled over<br />

the course of the year, and sizeable investment<br />

in the Ålesund facility has served to<br />

increase capacity and eliminate the interdependency<br />

between the two production sites.<br />

The Sandefjord facility now focuses on pharmaceutical<br />

production, while by the close<br />

of <strong>2005</strong> the Ålesund facility's capacity was<br />

almost solely committed to producing<br />

Omega-3 for dietary supplement applications.<br />

As part of the process of making<br />

Sandefjord and Ålesund independent of each<br />

other, the Industrial Brands division responsible<br />

for production at Ålesund was established<br />

as a separate legal entity in December<br />

<strong>2005</strong> known as Epax AS. The Consumer<br />

Brands division was sold to Orkla in <strong>2005</strong>.<br />

In its pharmaceutical activities, Pronova<br />

Biocare signed an important licence and<br />

supply agreement with the Japanese company<br />

Takeda in autumn <strong>2005</strong>. The company<br />

launched its Omacor product in the USA<br />

in autumn <strong>2005</strong> through its distributor<br />

Reliant. Sales of Omacor show promising<br />

growth, and the main challenge in 2006 will<br />

be to carry out sufficient further investment<br />

in the company's pharmaceutical production<br />

capacity.<br />

Tomas Settevik will succeed Egil Bodd as<br />

the managing director of Pronova Biocare<br />

in the first half of 2006.<br />

www.pronova.com


Noratel<br />

■ Purchased Toroid International in<br />

March <strong>2005</strong><br />

■ Stronger structure with new executive<br />

management appointments and a pro-<br />

fessional Board of Directors<br />

■ Successful integration of Noratel and<br />

Toroid International, giving a global<br />

position with production facilities in the<br />

Nordic region, Eastern Europe and Asia<br />

■ Established a joint-venture for a factory<br />

in China to produce transformers for<br />

Chinese manufacturers<br />

Noratel, which was acquired by FPEF in<br />

December 2004, was established in<br />

1925 as Norsk Radiotelefon og Telegraf<br />

A/S. The company changed its name to<br />

Noratel AS in 1956, and began to focus<br />

on the manufacture and distribution of<br />

transformers and power supplies.<br />

Noratel is based in Norway, but operates<br />

an international organisation.<br />

Noratel has operated subsidiaries in<br />

the other Nordic countries and Poland<br />

since the early 1990s. Following the<br />

acquisition of Toroid, the company is<br />

also represented in Germany, Holland,<br />

England, Spain, India and Sri Lanka.<br />

Noratel currently has production facilities<br />

in Norway, Sweden, Finland,<br />

Poland, India and Sri Lanka.<br />

Noratel made new appointments to its<br />

executive management team in <strong>2005</strong>,<br />

and a professional Board of Directors<br />

was recruited. The company’s performance<br />

improved in <strong>2005</strong> despite the challenges<br />

of higher prices for steel and copper.<br />

FPEF intends to develop Noratel<br />

further by playing an active role in consolidation<br />

and restructuring in this sector.<br />

In 2006 Noratel and FPEF will focus<br />

on identifying and realising operational<br />

improvements and potential acquisitions<br />

that can give Noratel an even<br />

stronger position in this industry.<br />

www.noratel.no<br />

51


Mission Statement:<br />

Ferd Invest<br />

John Harald Henriksen<br />

Ferd Invest’s objective is to operate<br />

as a long-term financial<br />

investor on the basis of its core<br />

expertise in the areas of finance,<br />

networking, investment analysis<br />

and portfolio management<br />

Ferd Invest aims to invest in companies<br />

that offer sound business ideas, good<br />

potential for value creation, management<br />

commitment to shareholder value<br />

and acceptable gearing. Our strategy is<br />

twofold: We principally wish to play a<br />

leading role and make a positive contribution<br />

as a long-term investor in a relatively<br />

limited number of companies. This<br />

allows us to influence the development<br />

of these companies. Secondly, we operate<br />

as a financial investor in a range of<br />

large, liquid companies and equity funds<br />

sufficient to ensure a diversified equity<br />

portfolio. Ferd invests directly in individual<br />

stocks in the Norwegian market, but<br />

international investments are made<br />

mainly through equity funds. The portfolio<br />

is entirely financed by equity.<br />

NOK million<br />

Key figures <strong>2005</strong> 2004 2003 2002<br />

Operating revenue 571.1 382.1 412.6 -435.1<br />

Operating profit 565.8 377.9 407.1 -440.5<br />

Fixed assets 0.1 11.9 14.7 126.7<br />

Current assets 2 317.8 1 687.0 1 307.7 1 245.2<br />

Total assets 2 317.9 1 698.9 1 322.4 1 371.9<br />

Equity 2 274.5 1 684.1 1 320.2 1 371.5<br />

Long-term liabilities 41.9 13.3 0.0 0.1<br />

Current liabilities 1.5 1.5 2.2 0.3<br />

Total equity<br />

and liabilities 2 317.9 1 698.9 1 322.4 1 371.9<br />

52<br />

■ Favourable economic conditions in Norway, with low interest rates<br />

and rising raw material prices<br />

■ Continuing strong stock market in Norway<br />

■ A further year of good returns from the Norwegian share portfolio<br />

■ The outlook for oil prices will determine the future direction of the<br />

Norwegian stock market<br />

MARKETS<br />

The increases in oil and commodity<br />

prices seen in 2004 continued in <strong>2005</strong>.<br />

The Morgan Stanley global index<br />

gained 7.5 % in US dollar terms, but<br />

there were significant regional variations.<br />

In the USA, rising interest rates,<br />

the hurricanes in the Gulf of Mexico<br />

and higher oil prices meant that equity<br />

markets managed only a modest<br />

improvement, with the leading S&P<br />

index producing a return of 4.8% for<br />

the year. However, stock markets in<br />

Europe and Asia moved ahead thanks<br />

to a combination of encouraging<br />

growth prospects and low interest<br />

rates. The major surprise for the year<br />

was the return of economic growth in<br />

Japan, which helped to push the TOPIX<br />

index 44% higher. Stock markets with a<br />

raw materials bias enjoyed another<br />

good year, and the Oslo stock market<br />

gained 40.5%. Over the last three years<br />

the Oslo stock market has gained 188%,<br />

which is the best three-year performance<br />

in recent time. Energy shares produced<br />

the strongest performance in<br />

the Oslo market, but companies in a<br />

number of other sectors also performed<br />

very strongly.<br />

INVESTMENT RETURN<br />

Ferd Invest produced another good<br />

year in <strong>2005</strong>, with a total return of<br />

NOK 572 million equivalent to 33.2%.<br />

This was a little less than the return on<br />

the benchmark index for the portfolio,<br />

which gained 35.9%. The reason for<br />

this underperformance is that the proportion<br />

of the portfolio held in cash<br />

was at times a little too high when the<br />

Norwegian stock market was performing<br />

strongly. The average total return<br />

over the last three years was 36.1%. The<br />

Norwegian share portfolio gained NOK<br />

426 million or 35.3%. The largest contributors<br />

to the year’s gains were Lerøy,<br />

Orkla and Andvord Tybring-Gjedde.<br />

However in percentage terms the airline<br />

Norwegian produced the highest<br />

return.<br />

The international portfolio also performed<br />

well, with a return of 27.5% in<br />

NOK terms. The portfolio is not currency<br />

hedged, and currency movements<br />

contributed NOK 14 million of<br />

the year’s return. At the beginning of<br />

<strong>2005</strong> we invested in an Asia fund and a<br />

Japan fund. Both these funds made a<br />

very positive contribution, both in<br />

absolute terms and relative to the<br />

benchmark index.<br />

PORTFOLIO ALLOCATION<br />

The portfolio allocation at the end of<br />

<strong>2005</strong> was 63% in Norwegian equities,<br />

32% in foreign equities and 5% in bank<br />

deposits. The equivalent allocation at<br />

the start of the year was 71% in<br />

Norwegian equities, 20% in foreign<br />

equities and 9% in bank deposits.<br />

During the course of <strong>2005</strong>, we<br />

increased the portfolio’s exposure to<br />

international stock markets by purchasing<br />

fund units. Purchases of shares<br />

and fund units totalled NOK 514 million<br />

for the year, and sales of shares<br />

raised NOK 371 million. The rate of<br />

turnover in the portfolio remained low.<br />

The energy sector was the focus of<br />

interest on the Oslo stock exchange<br />

throughout <strong>2005</strong>. Given our underweight<br />

exposure to energy shares, this<br />

sector made only a limited contribution<br />

to the return for the year although<br />

shares in both Subsea 7 and Awilco<br />

Offshore contributed with returns better<br />

than benchmark. A number of share<br />

selections in other sectors proved successful,<br />

including shares in Norwegian,<br />

which made a breakthrough in the<br />

Norwegian airline market, Andvord<br />

Tybring-Gjedde formed by the merger<br />

of Andvord and Tybring-Gjedde, and<br />

Ibas, which was acquired by an industrial<br />

purchaser. Other major events for<br />

companies in the portfolio were Orkla’s<br />

acquisition of Elkem and the stock<br />

market’s acceptance of Lerøy as an<br />

attractive investment alternative in the<br />

seafood industry. During the course of<br />

<strong>2005</strong> Ferd Invest was represented on


John Harald Henriksen and Gaute Garshol.<br />

the boards of Kongsberg Gruppen and<br />

Telenor. We are also represented on the<br />

election committees of a number of<br />

other companies. Through our contribution<br />

to the work of election committees,<br />

we have helped to identify a<br />

number of competent female board<br />

members for companies in our portfolio.<br />

ORGANISATION<br />

Gaute Garshol was appointed as an<br />

investment manager in September<br />

<strong>2005</strong> with particular responsibility for<br />

the energy sector. He previously<br />

worked as an investment analyst at<br />

Carnegie and as an investment manager<br />

at Orkla. We intend to appoint a<br />

further new investment manager in<br />

early 2006 to complete our coverage of<br />

the Norwegian stock market. During<br />

the course of the year, we will also<br />

build up direct exposure to listed companies<br />

on the Swedish stock market.<br />

FUTURE PROSPECTS<br />

The oil price will be crucial for both<br />

global economic prospects in general<br />

and the Norwegian stock market in<br />

particular. The high oil price represents<br />

a potential threat to growth in the<br />

global economy, but is an important<br />

factor in market sentiment in Oslo.<br />

After three years of strong performance,<br />

the Oslo market is not cheap.<br />

Further strong performance will only<br />

be achieved if the oil price remains<br />

high and stable and the global economy<br />

continues to grow rapidly.<br />

Looking forward, we believe that the<br />

potential for risk-adjusted returns will<br />

be somewhat better internationally<br />

than in Norway, and we will therefore<br />

continue to increase the international<br />

weighting of the portfolio at the<br />

expense of the Norwegian share portfolio.<br />

Five largest Norwegian shareholdings ranked by<br />

market value<br />

No. Market value share of<br />

Company of shares NOK 1000 portfolio<br />

Orkla 830 000 231 985 000 10.0%<br />

Lerøy Seafood 3 000 000 219 000 000 9.5%<br />

Nordic 1 800 000 119 700 000 5.2%<br />

Semiconductor<br />

Storebrand 2 020 800 117 711 600 5.1%<br />

Telenor 1 250 000 82 812 500 3.6%<br />

Total 771 209 100 33.4%<br />

Total return on assets under management<br />

40 %<br />

35 %<br />

30 %<br />

25 %<br />

20 %<br />

15 %<br />

10 %<br />

5 %<br />

0 %<br />

40 %<br />

35 %<br />

30 %<br />

25 %<br />

20 %<br />

15 %<br />

10 %<br />

5 %<br />

0 %<br />

Jan Mar May Jul Sep Nov<br />

Portfolio Benchmark index<br />

Cumulative return on share portfolios<br />

Jan Mar May Jul Sep Nov<br />

Norwegian portfolio International portfolio<br />

53


Mission Statement:<br />

Ferd Venture<br />

Erik Fausa Olsen<br />

Ferd Venture offers risk capital for<br />

technology-based companies with<br />

international potential and highly<br />

motivated, experienced management.<br />

Ferd Venture creates value by<br />

making an active contribution to the<br />

development, growth and realisation<br />

of its portfolio companies. Ferd<br />

Venture’s objective is to be a<br />

demanding investor recognised for<br />

its serious commitment, expertise<br />

and long-term approach<br />

NOK million<br />

Key figures <strong>2005</strong> 2004 2003 2002<br />

Operating revenue 22,8 -3.8 4.0 -35.2<br />

Operating profit 11.8 -13.3 -7.1 -119.3<br />

Fixed assets 50.0 33.9 56.8 60.3<br />

Current assets 210.4 147.1 199.9 125.5<br />

Total assets 260.4 181.0 256.7 185.8<br />

Equity 259.4 179.3 207.4 156.1<br />

Long-term liabilities 0.0 0.0 0.8 18.3<br />

Current liabilities 1.0 1.7 48.5 11.4<br />

Total equity<br />

and liabilities 260.4 181.0 256.7 185.8<br />

54<br />

■ Four new investments<br />

■ Sound portfolio development<br />

■ Additions to the Ferd Venture team<br />

■ Good future prospects<br />

AN EXCITING YEAR IN <strong>2005</strong><br />

<strong>2005</strong> was a very exciting year for Ferd<br />

Venture. There was a good flow of new<br />

investment opportunities, and over the<br />

course of the year we invested in four<br />

new companies. In addition, our targeted<br />

work with the existing portfolio<br />

companies helped ensure their healthy<br />

development. Ferd Venture is now seen<br />

as one of the country's leading venture<br />

capital operations, characterised by the<br />

strength of its team and its stable longterm<br />

access to capital. Our philosophy<br />

is that success comes through systematic<br />

long-term commitment, and we<br />

apply a clearly defined set of principles<br />

and processes to structure our work.<br />

FOUR NEW COMPANY INVESTMENTS<br />

In the first quarter of <strong>2005</strong> Ferd Venture<br />

made an investment in Nacre , a<br />

Trondheim-based hi-tech company<br />

with origins in the SINTEF environment.<br />

The company has developed a<br />

digital earplug that allows natural<br />

speech and radio communications at<br />

the same time as providing effective<br />

sound protection. The main market for<br />

this product is military special forces,<br />

and in <strong>2005</strong> the company made its first<br />

sales to the military authorities in<br />

countries including Norway, Sweden<br />

and Denmark. Nacre went on to take<br />

its first step into the American market<br />

towards the end of <strong>2005</strong> when it won a<br />

contract with the US Marines.<br />

In July, Ferd Venture invested in Mohive ,<br />

a Norwegian software company that<br />

supplies e-learning software for major<br />

companies. This software makes it easy<br />

for key employees to share their technical<br />

knowledge with others in the<br />

organisation. The customer list already<br />

includes companies such as If, Storebrand,<br />

ICA and Statsbygg in Norway as<br />

well as UPC and Charles Schwab internationally.<br />

E-learning is a growing<br />

market, and annual sales of e-learning<br />

solutions in Europe are around NOK<br />

7 billion.<br />

The third investment in <strong>2005</strong> was in<br />

Colibria, a Norwegian company that is<br />

a technological leader in instant messaging<br />

and presence systems for<br />

mobile phones. Mobile operators are<br />

expected to invest in new communication<br />

products as part of their drive to<br />

find new sources of income, and<br />

Colibria’s new concepts are well placed<br />

to benefit from this. The company's<br />

solutions are already used by a number<br />

of operators in Europe, Asia and Latin<br />

America. Four Seasons Venture and<br />

Northzone were already shareholders<br />

in Colibria, and also participated in<br />

this round of investment.<br />

Ferd Venture’s final investment in <strong>2005</strong><br />

was Forbrukerforsikring. This company<br />

sells legal insurance products to the<br />

retail market that are intended to give<br />

consumers greater security when<br />

buying houses and consumer goods<br />

and when employing tradesmen.<br />

Forbrukerforsikring undertakes to<br />

manage any disputes for the customer,<br />

and to act as its representative in dealing<br />

with the other party. Both costumers<br />

and important distribution<br />

channels have shown great interest in<br />

this type of insurance.<br />

Ferd Venture also made follow-up<br />

investments in the portfolio companies<br />

GenKey, Bone Support, MariCal and<br />

Affitech in <strong>2005</strong>.<br />

FURTHER INVESTMENT IN ENERGY VENTURES<br />

The venture capital company Energy<br />

Ventures, in which Ferd Venture is a<br />

major investor, has established its position<br />

as the leading Norwegian venture<br />

capital player in the energy sector, and<br />

manages some NOK 900 million. The<br />

first Energy Ventures fund has invested<br />

in eight attractive companies, and is<br />

now closed. A number of these companies<br />

performed very strongly in <strong>2005</strong>,<br />

and APL was listed on the Oslo stock<br />

exchange in March <strong>2005</strong>. In April <strong>2005</strong>,<br />

Ferd Venture committed NOK 130 mil-


Annar Bøhn, Erik Fausa Olsen, Helge Hellebust, Monica Engen, Bjørn Erik Reinseth and<br />

Pål M. Rødseth.<br />

lion to the second Energy Ventures<br />

fund, which has total capital of around<br />

NOK 600 million.<br />

In addition to its investments in Energy<br />

Ventures I and II, Ferd Venture contributed<br />

further capital to Four Seasons<br />

Venture III and Teknoinvest VII in<br />

accordance with its investment commitments<br />

to these funds.<br />

ADDITIONS TO THE FERD VENTURE TEAM<br />

Ferd Venture further strengthened its<br />

team over the course of <strong>2005</strong> by adding<br />

one partner and one associate. In<br />

spring <strong>2005</strong>, Bjørn Erik Reinseth was<br />

recruited as a partner. Reinseth has<br />

extensive experience from the telecom-<br />

PORTFOLIO<br />

NOK million Investment* Year of<br />

Company investment<br />

Forbrukerforsikring 20.0 <strong>2005</strong><br />

Colibria 15.0 <strong>2005</strong><br />

Mohive 9.0 <strong>2005</strong><br />

Nacre 15.0 <strong>2005</strong><br />

Cinevation 18.5 2004<br />

Vensafe 15.0 2003<br />

Bone Support 13.0 2003<br />

GenKey 8.0 2003<br />

MariCal 16.5 2002<br />

Affitech 18.0 2000<br />

* includes both equity and loans to the company<br />

PORTFOLIO FUNDS<br />

munications industry, and has previously<br />

been CEO of Sense Communication<br />

and Bredbåndsfabrikken. Annar<br />

Bøhn joined the team as an associate,<br />

coming from a management consulting<br />

position with PA Consulting Group.<br />

Ferd Venture currently consists of Erik<br />

Fausa Olsen, Managing Partner, with<br />

three partners – Helge Hellebust, Pål M.<br />

Rødseth and Bjørn Erik Reinseth, and<br />

two associates – Monica Engen and<br />

Annar Bøhn. The members of the team<br />

represent a broad range of expertise<br />

and education, with practical experience<br />

from a range of different sectors.<br />

GOOD FUTURE PROSPECTS<br />

<strong>2005</strong> was a year of good performance<br />

in the financial markets, with strong<br />

interest in stock exchange floatations.<br />

The venture capital sector successfully<br />

realised a number of its investments,<br />

and several venture capital supported<br />

companies were listed on the Oslo<br />

stock exchange. Ferd Venture remains<br />

confident that venture capital is an<br />

attractive investment alternative in the<br />

long-term. We believe that the coming<br />

year will see further progress for our<br />

portfolio companies, a good flow of<br />

new investment opportunities and<br />

continuing progress for the venture<br />

capital market.<br />

NOK million Year Total Amount Ownership Proportion of<br />

established committed committed by share committed<br />

capital Ferd Venture capital called<br />

Energy Ventures I 2002 315 60 19.1% 63.7%<br />

Energy Ventures II <strong>2005</strong> 598 130 21.7% 4.5%<br />

In addition, Ferd Venture has invested in Startfondet, Teknoinvest VII and Four Seasons Venture II & III<br />

■ MOHIVE<br />

Mohive is a Norwegian soft-<br />

ware company that offers a<br />

unique and well positioned<br />

e-learning software product<br />

intended for major companies<br />

that have systems for expertise<br />

management.<br />

■ Nacre has developed<br />

a lightweight digital<br />

earpiece that provides<br />

two-way speech and<br />

radio communication<br />

with maximum acousti-<br />

cal awareness.<br />

■ MOBILE INTERNET CHATTING<br />

Colibria Mobile Instant Messaging (MIM)<br />

makes internet chatting with friends and<br />

acquaintances possible without having to<br />

sit at a PC. The user’s mobile telephone<br />

shows the texts from both sender and<br />

recipient in just the same way as a PC chat<br />

program, and its user interface offers the<br />

same interactivity.<br />

55


Companies in our portfolio<br />

Forbrukerforsikring<br />

Forbrukerforsikring sells legal insurance<br />

to the retail market, both directly<br />

to consumers and through distributors.<br />

Its products are designed to give consumers<br />

greater security when buying<br />

houses and consumer goods and when<br />

employing tradesmen. Forbrukerforsikring<br />

undertakes to manage any<br />

disputes for the customer, and to act as<br />

its representative in dealing with the<br />

other party. Both customers and<br />

important distribution channels have<br />

shown great interest in this type of<br />

insurance. The company operates from<br />

Oslo under its Managing Director<br />

Johan Dolven. Ferd Venture invested in<br />

Forbrukerforsikring in December <strong>2005</strong><br />

together with Storebrand Livsforsikring.<br />

www.forbrukerforsikring.no<br />

Colibria<br />

Colibria is a technological leader for<br />

instant messaging and presence systems<br />

for mobile telephones, and has<br />

a number of mobile operators in<br />

Europe, Asia and Latin America as customers.<br />

Colibria’s product is delivered<br />

as a server that the mobile operator<br />

integrates into its own systems. Mobile<br />

operators are expected to invest in new<br />

communication products as part of<br />

their drive to find new sources of<br />

income, and Colobria’s new concepts<br />

are well placed to benefit from this.<br />

The company has offices in Norway,<br />

the UK, the Philippines and Belgium.<br />

Four Seasons Venture and Northzone<br />

were already shareholders in Colibria<br />

from earlier financing rounds, and also<br />

participated in this round of investment<br />

in September <strong>2005</strong>.<br />

www.colibria.com<br />

Mohive<br />

Mohive is a Norwegian software company<br />

that offers a unique and well positioned<br />

e-learning software product<br />

intended for major companies that<br />

have systems for expertise management.<br />

The software makes it easy for<br />

key employees to share their technical<br />

knowledge with others in the organisation.<br />

The customer list includes companies<br />

such as If, Storebrand, ICA and<br />

Statsbygg in Norway, as well as UPC<br />

and Charles Schwab internationally.<br />

<strong>Annual</strong> sales of e-learning solutions in<br />

56<br />

Europe are around NOK 7 billion, and<br />

the market is expected to grow by 20%<br />

annually over the next three years. Ferd<br />

Venture invested in Mohive in July <strong>2005</strong>.<br />

www.mohive.com<br />

Nacre<br />

Nacre is a Trondheim-based hi-tech<br />

company with origins in the SINTEF<br />

environment. The company has developed<br />

a small, patented digital earplug<br />

that allows natural speech and radio<br />

communications while at the same<br />

time providing excellent hearing protection.<br />

The main market for this product<br />

is initially military special forces<br />

and in due course the military<br />

as a whole, as well as some civil applications.<br />

The company made its first<br />

sales in <strong>2005</strong> to the military authorities<br />

in countries including Norway, Sweden<br />

and Denmark. In addition, Nacre<br />

recently won a contract with the US<br />

Marines that represents an important<br />

first step in the major American market.<br />

Viking Venture and Sinvent Venture<br />

were already shareholders in the company<br />

from earlier financing rounds,<br />

and they also participated in this round<br />

of investment with Ferd Venture in<br />

February <strong>2005</strong>.<br />

www.nacre.com<br />

Cinevation<br />

Cinevation has developed a revolutionary<br />

and highly competitive film<br />

recorder for transferring digital source<br />

material to traditional analogue film in<br />

real time, i.e. over 100 times faster than<br />

with current technology. There is considerable<br />

demand for this type of film<br />

recorder, and Cinevation is expected to<br />

gain a substantial share of the global<br />

market. Cinevation has sold its first<br />

machines to the leading international<br />

post-production companies Efilm in<br />

the USA and Moving Picture Company<br />

in England, and is in negotiations with<br />

a number of other potential customers.<br />

Nordisk Film has been using Cinevation<br />

equipment for almost one year.<br />

Traditional analogue cameras still<br />

dominate movie filming, but the use of<br />

digital recording is on the increase<br />

since it facilitates efficient editing and<br />

the use of digital effects. However,<br />

completed movies must be transferred<br />

back to analogue film stock since most<br />

cinemas still use analogue projectors.<br />

Ferd Venture invested in Cinevation in<br />

June 2004 in collaboration with Viking<br />

Venture.<br />

www.cinevation.net<br />

Vensafe<br />

Vensafe develops, sells and installs<br />

automated systems for sales of small,<br />

high-cost consumer goods in retail<br />

stores. The company’s systems eliminate<br />

stock shrinkage and increases<br />

sales of high-cost items. Vensafe’s systems<br />

are deployed in the Nordic countries,<br />

Benelux and Germany by leading<br />

retail grocery chains such as ICA, Ahold,<br />

Norgesgruppen, Metro, Spar and Albert<br />

Heijn. Sales of the company’s systems<br />

have grown significently since the first<br />

machine was installed in January 1999,<br />

and the company has now installed<br />

more than 1 000 of its machines.<br />

Vensafe reported turnover of approximately<br />

NOK 60 million in <strong>2005</strong>. The<br />

company has also continued to invest<br />

heavily in research and development,<br />

which caused it to report a loss for<br />

<strong>2005</strong>. Ferd Venture invested in Vensafe<br />

in 2003 together with Selvaag Venture,<br />

Teknoinvest and Canica.<br />

www.vensafe.no<br />

Bone Support<br />

Bone Support develops injectable bone<br />

substitutes, based on synthetically produced<br />

ceramic materials. The company<br />

has a number of bone substitutes<br />

under development, with different<br />

compositions and different patents.<br />

In <strong>2005</strong> Bone Support gained FDA<br />

approval for a product used to treat<br />

brittle bone fractures. The company's<br />

most promising product is Spine-<br />

Support, which is intended for the<br />

treatment of osteoporotic fractures to<br />

the spinal column. Clinical trials were<br />

carried out in <strong>2005</strong> on patients with<br />

osteoporotic spinal column fractures<br />

with very successful results. Bone<br />

Support operates from Lund in Sweden.<br />

Ferd Venture invested in Bone Support<br />

in July 2003 in collaboration with<br />

Teknoinvest and Innovationskapital.<br />

www.bonesupport.com<br />

GenKey<br />

GenKey develops innovative biometric<br />

software solutions. The company has


specialised in fingerprint recognition<br />

using a combination of pattern and<br />

minutiae recognition coupled with<br />

encryption. GenKey’s technology provides<br />

quicker, cheaper and more accurate<br />

recognition than existing technology<br />

can offer. Applications include<br />

authenticating ID cards and passports,<br />

logical and physical access control and<br />

digital signatures, e.g. in financial<br />

transactions. The company completed<br />

the development of its system in <strong>2005</strong>,<br />

and is now working on its commercialisation.<br />

The first agreements for system<br />

sales and collaboration have been signed<br />

with international customers, and<br />

GenKey has established a sound basis<br />

for international success. Ferd Venture<br />

invested in GenKey in May 2003.<br />

www.genkey.no<br />

MariCal<br />

MariCal is an American life sciences<br />

company that develops innovative<br />

solutions for the world’s aquaculture<br />

industry. MariCal’s products all use a<br />

central technology developed by the<br />

company that identifies a biological<br />

‘thermostat’ triggered when salmon<br />

move from fresh water to salt water.<br />

In <strong>2005</strong>, MariCal signed an important<br />

contract with the feedstuff producer<br />

EWOS, and the company is currently<br />

in final negotiations with a global fish<br />

farming company interested in using<br />

SuperSmolt across all its operations.<br />

During the course of <strong>2005</strong>, MariCal also<br />

demonstrated the commercial potential<br />

of its next product, SeaReady,<br />

which improves both production<br />

capacity and quality for hatchery production<br />

of juveniles for transfer to production<br />

facilities. MariCal has a number<br />

of attractive technologies and<br />

products under development. The<br />

company's development projects are<br />

run in collaboration with various players<br />

in the fish farming industry. Ferd<br />

Venture invested in MariCal in collaboration<br />

with Teknoinvest in April 2002.<br />

www.marical.no<br />

Affitech<br />

Affitech is one of the few companies in<br />

the world to have developed proprietary<br />

technology for human type antibodies,<br />

which is one of the most important new<br />

areas of bio-medical development.<br />

These antibodies are needed for medi-<br />

cines that can work on specific targets in<br />

the body such as cancer cells. This type<br />

of biotechnology-based pharmaceutical<br />

development represents one of the<br />

most rapidly growing areas of the pharmaceutical<br />

market, and is expected to<br />

increase from a current annual value of<br />

USD 3 billion to around USD 30-50 billion<br />

by 2010. Affitech's strong technological<br />

and patent-protected platform<br />

represents a solid foundation for<br />

becoming an important player in this<br />

market. In <strong>2005</strong>, Affitech signed a new<br />

cross-licensing agreement with Xoma<br />

(a NASDAQ listed company) and<br />

licensed Protein-L to a British biotechnology<br />

company. Affitech also<br />

expanded its collaboration with<br />

Peregrine and Viventia over the course<br />

of <strong>2005</strong>. Ferd Venture invested in<br />

Affitech in July 2000 in collaboration<br />

with Teknoinvest, Four Seasons PE,<br />

Glastad Capital and Aker RGI.<br />

www.affitech.com<br />

Energy Ventures I og II<br />

Energy Ventures was launched in 2002<br />

and Ferd Venture was one of the<br />

founders and largest investors. Energy<br />

Ventures has established its position as<br />

the leading Norwegian venture capital<br />

player in the energy sector, and manages<br />

two funds with some NOK 900<br />

million under management in total.<br />

In April <strong>2005</strong> Ferd Venture committed<br />

NOK 130 million to the second fund,<br />

of a total of NOK 600 million. This fund<br />

has so far made one investment. The<br />

first Energy Ventures fund has invested<br />

in eight attractive companies, and is<br />

now closed.<br />

The companies in the Energy Ventures<br />

portfolio are Seabed Geophysical AS,<br />

Sense Intellifield AS, Omniware AS,<br />

Caltec Ltd, MTEM Ltd, Sense Technology<br />

AS, NCA AS and ARKeX Ltd.<br />

www.energyventures.no<br />

Ferd Venture is also an investor in the<br />

funds Four Seasons Venture II & III,<br />

Teknoinvest VII and Startfondet.<br />

57


Mission Statement:<br />

Ferd Real Estate<br />

John Skogen<br />

Ferd Real Estate will develop<br />

attractive residential and commercial<br />

properties in the Oslo<br />

area. We will own, develop,<br />

acquire and sell properties that<br />

are characterised by long-term<br />

value creation, either alone or<br />

working with selected partners.<br />

Ferd's objective is to be the best<br />

city district developer in Oslo<br />

NOK million<br />

Key figures <strong>2005</strong> 2004 2003 2002<br />

Operating revenue 91.6 193.2 174.2 57.2<br />

Operating profit 55.6 104.5 58.7 31.2<br />

Fixed assets 205.8 263.6 243.2 264.1<br />

Current assets 285.8 184.8 222.2 156.2<br />

Total assets 491.6 448.4 465.4 420.3<br />

Equity 246.0 204.6 188.8 186.1<br />

Long-term liabilities 228.7 145.8 217.3 200.9<br />

Current liabilities 16.9 98.0 59.3 33.3<br />

Total equity<br />

and liabilities 491.6 448.4 465.4 420.3<br />

58<br />

■ Outline planning for the Tiedemanns site finally approved<br />

■ Architectural competition carried out for the Ensjø district<br />

■ New investment strategy, new structure for the real estate portfolio<br />

■ Partnership with Selvaag Pluss on an innovative concept for residential<br />

units with additional services<br />

Ferd Real Estate is an active real estate<br />

investor with two business areas: Real<br />

Estate Management is responsible for<br />

letting, management and maintenance<br />

of the real estate portfolio, while Real<br />

Estate Development is responsible for<br />

developing and implementing new<br />

projects in both commercial and residential<br />

real estate. In addition, Ferd<br />

Real Estate has a staff function that is<br />

actively involved in buying and selling<br />

real estate.<br />

MARKET CONDITIONS<br />

Commercial rental market: The market<br />

showed an overall improvement in<br />

<strong>2005</strong>. Vacant commercial space in Oslo<br />

fell to 8.5%, equivalent to 0.75 million<br />

square metres, having been 0.9 million<br />

in 2004 and over 1.0 million in 2003.<br />

However, the improvement was very<br />

uneven, and the market is becoming<br />

increasingly segmented. Premises in<br />

the centre of Oslo saw stronger demand,<br />

low vacancy rates and significant<br />

increases in rent levels. On the other<br />

hand, properties in the outskirts have<br />

seen little or no improvement. Ensjø,<br />

where a significant proportion of the<br />

Ferd Real Estate commercial property<br />

portfolio is located, is relatively close to<br />

the centre of Oslo and so it has attracted<br />

some increase in interest, but this has<br />

not been sufficient to materially<br />

improve market conditions and rental<br />

levels here are still under pressure.<br />

There is also a new trend for tenants<br />

to prefer modern buildings that offer<br />

more efficient use of space. This is an<br />

interesting trend, particularly since<br />

new commercial properties are once<br />

again being planned and built in<br />

attractive areas such as Skøyen, Lysaker,<br />

Tjuvholmen, Bjørvika, Vestbanen and<br />

Filipstad.<br />

Purchase and sale of commercial property:<br />

<strong>2005</strong> was characterised by high<br />

demand. This was due in part to the his-<br />

torically low level of interest rates, and<br />

in part to many new players entering<br />

the market as well as greater interest<br />

from investment syndicates. Changes in<br />

the lending terms offered by banks and<br />

in their credit approval criteria have also<br />

encouraged greater demand.<br />

Ferd Real Estate was actively involved in<br />

the market in <strong>2005</strong> and considered many<br />

possible investments. However, the<br />

properties sold for higher prices than<br />

could be justified by Ferd’s risk evaluation<br />

and investment yield requirements,<br />

and no purchases were made.<br />

Residential real estate: The market for<br />

new residential units was good in <strong>2005</strong><br />

and is expected to remain sound in 2006,<br />

although the market can scarcely support<br />

any major price increases. New statistics<br />

show that the underlying growth<br />

rate for the population in the greater<br />

Oslo area is higher than previously estimated,<br />

reflecting increased movement<br />

into the area, a higher birth rate and<br />

longer life expectancy. Forecasts suggest<br />

that demand will increasingly favour<br />

reasonably priced larger residential<br />

units, while the market for small, expensive<br />

apartments will weaken.<br />

FINANCIAL RESULTS<br />

Ferd Real Estate generated operating<br />

revenue of NOK 91.6 million in <strong>2005</strong> as<br />

compared to NOK 193.2 million in 2004.<br />

Operating profit for <strong>2005</strong> was NOK 55.6<br />

million as compared to NOK 104.5 million<br />

in 2004. In view of the pressured<br />

conditions in the commercial property<br />

market in <strong>2005</strong>, the results for the year<br />

are considered satisfactory.<br />

REAL ESTATE MANAGEMENT, OPERATION<br />

AND MAINTENANCE<br />

Properties managed by Ferd Real Estate<br />

were occupied by 37 tenants at the close<br />

of <strong>2005</strong>. New lease contracts were signed<br />

in <strong>2005</strong> with 5 new tenants for total<br />

space of 2 800 m 2 . Munkedamsveien 53b<br />

achieved an increase in rent of around


From left: Kristin Opperud, Espen Danielsen, John Skogen, Trond Ottervig, Anders Kristian<br />

Dahl and Jan Grønhaug.<br />

20%, but the other properties saw little<br />

change in rental levels.<br />

Vacant commercial property accounted<br />

for 3.2% of the total real estate portfolio<br />

at the close of <strong>2005</strong> as compared to 2.9%<br />

a year earlier.<br />

The operation and maintenance of the<br />

portfolio in <strong>2005</strong> proceeded in accordance<br />

with the planned program, and<br />

no major problems were experienced.<br />

The Petersborg building at Ensjø is<br />

being renovated following significant<br />

fire damage in 2004. The building forms<br />

part of the development plan for Ensjø<br />

and it is likely that it will be let to a<br />

public sector tenant for a purpose such<br />

as a day centre, nursery or the like.<br />

CORPORATE STRUCTURE<br />

Over the course of <strong>2005</strong>, Ferd Real<br />

Estate incorporated each property in<br />

its portfolio as a separate limited company.<br />

These companies are owned<br />

either by Ferd Eiendom AS, which is<br />

part of the Ferd group, or by Ferd<br />

Eiendom Holding AS, which is owned<br />

directly by Ferd's owner and is not<br />

included in the group's balance sheet.<br />

This reorganisation was carried out in<br />

order to create a clearer structure and<br />

better allocation of risk. Ferd Real<br />

Estate will continue to be responsible<br />

for all the operational tasks and duties<br />

involved.<br />

STRATEGY PROCESS<br />

The strategy process initiated in 2004<br />

was continued in <strong>2005</strong>, with a particular<br />

focus on investment strategy. This<br />

resulted in a number of improvements,<br />

including systematic investment criteria<br />

to be used both for evaluating projects<br />

and when presenting them to the<br />

Board. This ensures a unified approach<br />

that makes it easier to compare different<br />

projects.<br />

ORGANISATION<br />

Ferd Real Estate focuses on operating<br />

with a small but effective team with<br />

access to a well-developed network<br />

of external professional expertise.<br />

This team works closely with selected<br />

property developers, project managers,<br />

architects, real estate brokers and other<br />

advisers.<br />

Ferd Real Estate appointed an Investment<br />

Manager in <strong>2005</strong>, but other than<br />

this, there were no changes in the team<br />

of six full-time employees. However,<br />

the residential property developments<br />

now in progress require a great deal of<br />

attention, and the business area regularly<br />

reviews whether to recruit new<br />

staff rather than buying in services.<br />

COMMERCIAL REAL ESTATE PORTFOLIO<br />

As at 31 December <strong>2005</strong>, Ferd Real<br />

Estate managed 5 properties representing<br />

total space of ca. 58 231 m 2 owned by<br />

Ferd Eiendom AS and managed a further<br />

14 896 m 2 for companies owned by<br />

Ferd Eiendom Holding AS. The weighted<br />

remaining term of the lease contracts on<br />

these portfolios is 3.1 and 3.5 years<br />

respectively. The total market value at<br />

the close of <strong>2005</strong> was NOK 830 million.<br />

Ferd Real Estate sold the property<br />

Hageveien 4 AS in Lillehammer in<br />

<strong>2005</strong>. The purchaser took over a<br />

long-term lease to Swix Sport. Other<br />

REAL ESTATE PORTFOLIO<br />

Ferd Eiendom AS Type of<br />

Area m 2 property<br />

Joh. H. Andresensv. 5 44 900 off/prod/wh<br />

Gladengveien 14 5 177 off/wh<br />

Munkedamsveien 53 B 3 760 off<br />

Ensjøveien 23 B 3 014 off/prod/wh<br />

Grevegården 1 380 off<br />

Total 58 231<br />

Weighted remaining lease<br />

period Ferd Eiendom AS 3.1 years<br />

Ferd Eiendom Holding AS Type of<br />

Area m 2 property<br />

Joh. H. Andresensvei 1 7 666 off/wh<br />

Ensjøveien 12 B 4 019 off/prod/wh<br />

Gladengveien 12 3 211 retail/off<br />

Total 14 896<br />

Weighted remaining<br />

lease period Ferd<br />

Eiendom Holding AS 3.5 years<br />

Total for both companies 73 127<br />

Weighted remaining lease<br />

period for both companies 3.2 years<br />

Commercial property <strong>2005</strong><br />

NOK/m 2<br />

800<br />

760<br />

720<br />

680<br />

640<br />

Jan Mar May Jul Sep Nov<br />

Market rents<br />

Ferd’s vacancy %<br />

Market vacancy %<br />

59<br />

12%<br />

10%<br />

8%<br />

6%<br />

4%<br />

2%<br />

0%


Munkedamsveien 53b.<br />

disposals included the sale of a 50%<br />

shareholding in Vassholmen Utvikling<br />

AS and the sale of the fully let retail<br />

units at the Bergensgaten 26 development<br />

in Oslo, which marked the end of<br />

this successful project.<br />

RESIDENTIAL REAL ESTATE DEVELOPMENT<br />

PORTFOLIO<br />

Hovinveien 29-35, Tiedemanns site:<br />

After a demanding process, Oslo City<br />

Council approved planning permission<br />

and the development agreement for<br />

this project in June <strong>2005</strong>. Advance sales<br />

of units in the first stage of the development<br />

will start on 12 February 2006<br />

following extensive marketing.<br />

The first stage comprises 84 apartments<br />

and 8 “town houses” on two stories.<br />

This development will provide 200<br />

residential units in total.<br />

The development is located on a previously<br />

un-developed area on the edge of<br />

what is known as Motor City in the<br />

Ensjø district of Oslo, and this area is<br />

due to be developed over coming years<br />

as an attractive residential area within<br />

The winning entry for the planning of Ferd’s sites at Ensjø.<br />

60<br />

easy reach of the centre of Oslo. The<br />

Tiedemanns site is the first major project<br />

of this process.<br />

Other sites at Ensjø: The Lund & Slaatto<br />

architectural practice won a competition<br />

arranged by Ferd Real Estate for the<br />

planning of the company's other sites<br />

at Ensjø. The competition was arranged<br />

in collaboration with Aspelin Ramm<br />

Bolig AS, which owns adjacent sites.<br />

The winning entry shows a range of different<br />

types of housing arranged around<br />

an urban main street, with surrounding<br />

areas characterised by detached developments<br />

set in open spaces. The plan<br />

provides for development in stages. The<br />

site of the tobacco factory is included in<br />

the planned area, but it is envisaged that<br />

production activities can continue in<br />

parallel with the development for as<br />

long as this is necessary.<br />

The winning plan is fully compatible<br />

with the municipal authorities outline<br />

planning program for Ensjø, which<br />

envisages a modern urban centre with<br />

between 3 000 and 7 000 residential<br />

units to be developed over a period of<br />

15 to 20 years.<br />

Ferd Real Estate is actively involved in<br />

the Ensjø Group that represents the<br />

parties involved in the area, and the<br />

Managing Director of Ferd Real Estate<br />

is the group's chairman.<br />

Trondheimsveien 269, Bjerke Panorama:<br />

A residential development project is<br />

planned for the site, which is controlled<br />

through an option agreement held by<br />

Bjerke Panorama AS, a company in<br />

which Ferd Eiendom AS and Realbygg<br />

AS are shareholders with 70% and 30%<br />

respectively. Proposals for outline planning<br />

permission have been submitted<br />

to the Oslo municipal authorities, and<br />

the purchase will be finalised once the<br />

proposal has been approved.<br />

Selvaag Pluss: Ferd Eiendom AS became<br />

an active partner in Selvaag Pluss<br />

Eiendom KS in <strong>2005</strong>. This partnership<br />

builds and operates residential developments<br />

that offer a range of services and<br />

social meeting places in addition to<br />

normal communal building services.<br />

This concept is new for Norway, and its<br />

target group is people with a sound<br />

financial condition. The concept uses<br />

industrial methods to allow realistic<br />

pricing of the residential units. Selvaag<br />

Pluss initially plans to develop seven<br />

projects in Norway and one in Spain,<br />

and it has already completed its first<br />

project in Kristiansand.<br />

The other partners in Selvaag Pluss are<br />

the Selvaag group, which has invested<br />

NOK 150 million, as well as Snefonn AS<br />

and Skips AS Tudor, companies related<br />

to the shipowning companies Bergesen<br />

and Wilhelmsen, which in common<br />

with Ferd Eiendomsinvest AS have<br />

invested NOK 100 million each.<br />

FUTURE PROSPECTS<br />

Commercial property rental market:<br />

Ferd Real Estate experienced a modest<br />

increase in vacant space in its commer-


cial property portfolio in <strong>2005</strong>, and the<br />

maturity structure of the portfolio's lease<br />

contracts does not indicate any increase<br />

in vacancy in the next few years.<br />

Purchase and sale of commercial property:<br />

Since intenst rates are expected to<br />

raise only moderately, commercial<br />

property is expected to again be attractive<br />

in 2006 for investors with a relatively<br />

long-term view. This makes it<br />

quite a challenge for Ferd Real Estate to<br />

find investment properties that meet<br />

its financial criteria. Even so, the business<br />

area intends to work even more<br />

intensively on building its portfolio of<br />

commercial property for rental, and<br />

this commitment is supported by the<br />

appointment of the new investment<br />

manager in <strong>2005</strong>.<br />

Residential property: Ferd Real Estate<br />

expects another good year for the residential<br />

property market in 2006.<br />

Residential property prices are not<br />

expected to grow as strongly as in <strong>2005</strong>,<br />

and it will be increasingly important to<br />

offer realistically priced larger units in<br />

good locations.<br />

The residential projects currently being<br />

developed by Ferd match these<br />

requirements. The Ensjø district is<br />

close to the centre of Oslo but offers a<br />

sunny location with good views, as well<br />

as having an infrastructure and open<br />

spaces that give it an important competitive<br />

advantage over other projects<br />

in the same price class. Given the<br />

Hovinveien 29-35, the Tiedemanns site.<br />

underlying level of demand for residential<br />

property, Ferd's residential developments<br />

will be attractive to buyers,<br />

even if interest rates increase to the<br />

extent currently expected.<br />

Olav H. Selvaag in Selvaag Pluss (left) and John Skogen and Espen Danielsen of Ferd Real<br />

Estate with a model of a Pluss-project in Oslo.<br />

61


Executive Management<br />

JOHAN H. ANDRESEN, JR.<br />

OWNER AND CHIEF EXECUTIVE OFFICER<br />

BA, Dartmouth College, USA (1988)<br />

MBA, Rotterdam School of Management,<br />

the Netherlands (1993)<br />

PREVIOUS WORK EXPERIENCE:<br />

International Paper Co., USA<br />

APPOINTMENTS: Member of the board:<br />

Ungt Entreprenørskap, Oslo, Junior<br />

Achievement Young Enterprise, Europe,<br />

Civita – Senter for næringsliv and samfunn<br />

AS. Member of the Board of<br />

Representatives: Storebrand ASA.<br />

Member of Corporate Assembly: Orkla<br />

ASA. Advisory Board: CNBI’s board for<br />

family-owned Enterprises and Active<br />

Ownership, RSM Erasmus University<br />

Advisory Board, and the Conference<br />

Board, global counselor<br />

JOHN HARALD HENRIKSEN<br />

EXECUTIVE VICE PRESIDENT<br />

– FERD INVEST<br />

M.Sc, California State University,<br />

Sacramento (1992), Certified Financial<br />

Analyst, AFA (1999)<br />

PREVIOUS WORK EXPERIENCE: Astrup<br />

Fearnley (assistant portfolio manager),<br />

Tiedemanns (portfolio manager)<br />

APPOINTMENTS: Election Committee:<br />

Otrum ASA, Scanrope ASA, Norman<br />

ASA, Nordic Semiconductor ASA and<br />

VMetro ASA<br />

62<br />

JOHN GIVERHOLT<br />

CHIEF FINANCIAL OFFICER<br />

B.Sc., Manchester University, England<br />

(1976), Advanced audit diploma,<br />

Norwegian School of Economics and<br />

Business Administration, NHH (1979)<br />

PREVIOUS WORK EXPERIENCE: Orkla ASA<br />

(Vice President), Den norske Bank<br />

(Executive Vice President), Norsk Hydro<br />

(Deputy Chief Financial officer)<br />

APPOINTMENTS: Member of the board:<br />

Telenor ASA and Kongsberg Gruppen ASA<br />

ERIK FAUSA OLSEN<br />

MANAGING PARTNER – FERD VENTURE<br />

M.Sc, Norwegian School of Management<br />

(1992), Certified Financial Analyst, AFA<br />

(1996)<br />

PREVIOUS WORK EXPERIENCE:<br />

Deloitte & Touche (corporate finance, due<br />

dilligence, financial auditing), Tiedemanns<br />

(corporate finance, strategy, investment<br />

activities)<br />

APPOINTMENTS: Chairman of the<br />

Investment Committee: Energy Ventures AS.<br />

Chairman of the Board: Forbrukerforsikring,<br />

Energy Ventures II AS. Member<br />

of the Board: Teknoinvest VII, Bone<br />

Support AB and Nacre AS<br />

BJØRN FLATGÅRD<br />

PRESIDENT AND CEO – ELOPAK AS<br />

M.Sc Chemical Engineering, Norwegian<br />

University of Science and Technology,<br />

NTH (1973), BA, Norwegian School of<br />

Management, BI (1981)<br />

PREVIOUS WORK EXPERIENCE: Norgas AS<br />

(marketing/development manager),<br />

Norweld AS (Vice President), AMA AS<br />

(Managing Director), Nycomed/Hafslund<br />

Nycomed AS (Vice President), Nycomed<br />

Pharma (President)<br />

APPOINTMENTS: Member of the board:<br />

Aker Kværner ASA, Aker ASA and<br />

SalMar A/S<br />

JOHN SKOGEN<br />

EXECUTIVE VICE PRESIDENT<br />

– FERD REAL ESTATE<br />

Construction engineer, GIH (1981)<br />

BA, Norwegian School of Management<br />

(1985) M.Sc civil engineer Norwegian<br />

University of Science and Technology<br />

(1988)<br />

PREVIOUS WORK EXPERIENCE:<br />

Multiconsult AS (consulting engineer), AS<br />

Høyres Hus (General Manager), KLP<br />

Eiendom AS (Technical Manager), Posten<br />

Eiendom (Vice President)<br />

APPOINTMENTS: Chairman of the Board:<br />

Malerhaugveien Utvikling AS, Vassholmen<br />

Utvikling AS, Foreningen Ensjøbyen.<br />

Member of the Board: Hasle Torg AS,<br />

Selmer Eiendom AS and Selvaag Pluss<br />

Eiendom KS


Addresses<br />

FERD AS<br />

Strandveien 50<br />

P.O.Box 34, NO-1324 Lysaker<br />

Telephone: +47 67 10 80 00<br />

Telefax: +47 67 10 80 02<br />

E-mail: post@ferd.no<br />

www.ferd.no<br />

ELOPAK AS<br />

Elopak Group<br />

Headquarters<br />

P.O.Box 24, NO-3431 Spikkestad<br />

Besøksadresse:<br />

Grevegården 24, NO-1369 Stabekk<br />

Telephone: +47 31 27 10 00<br />

Telefax: +47 31 27 15 00<br />

E-mail: elopak.hq@elopak.no<br />

www.elopak.com<br />

ELOPAK CORPORATE OFFICES<br />

& MARKET UNIT NORWAY<br />

P.O.Box 24<br />

Industriveien 30, NO-3430 Spikkestad<br />

Telephone: +47 31 27 10 00<br />

Telefax: +47 31 27 10 10<br />

E-mail: elopak.co@elopak.no<br />

SWIX SPORT AS<br />

Serviceboks<br />

NO-2626 Lillehammer<br />

Telephone: +47 61 22 21 00<br />

Telefax: +47 61 25 23 28<br />

E-mail: firmapost@swixsport.no<br />

www.swixsport.no<br />

MAKING PORT: Approach lighthouses are the third<br />

category alongside coast lighthouses and navigation<br />

lights, and mark the approach to ports. Vardø lighthouse<br />

combines this function with those of a navigation<br />

light. The lighthouse building is quite unusual,<br />

with a 20 m high four-cornered tower clad in asbestos<br />

sheeting. The current building dates from 1959 and<br />

replaces the original 1896 tower.<br />

FERD PRIVATE EQUITY<br />

Strandveien 50<br />

P.O.Box 34, NO-1324 Lysaker<br />

Telephone: +47 67 10 80 00<br />

Telefax: +47 67 10 80 01<br />

E-mail: post@ferd.no<br />

www.ferdpe.no<br />

FERD INVEST<br />

Strandveien 50<br />

P.O.Box 34, NO-1324 Lysaker<br />

Telephone: +47 67 10 80 00<br />

Telefax: +47 67 10 80 01<br />

E-mail: post@ferd.no<br />

www.ferd.no<br />

FERD VENTURE<br />

Strandveien 50<br />

P.O.Box 34, NO-1324 Lysaker<br />

Telephone: +47 67 10 80 00<br />

Telefax: +47 67 10 80 01<br />

E-mail: venture@ferd.no<br />

www.ferdventure.no<br />

FERD REAL ESTATE<br />

Strandveien 50<br />

P.O.Box 34, NO-1324 Lysaker<br />

Telephone: +47 67 10 80 00<br />

Telefax: +47 67 10 80 02<br />

E-mail: eiendom@ferd.no<br />

www.ferd.no<br />

63


OLDEST. The first Norwegian lighthouse<br />

dates back to 1655 at Lindesnes, which<br />

is the most southerly point of mainland<br />

Norway. Kong Fredrik III granted Pouell<br />

Hansønn of Christiansand the right to<br />

establish a lighthouse financed by charges<br />

on shipping using the ports between<br />

Bergen and Båhuslen. This did not prove<br />

to be a commercial success, and the lighthouse<br />

was closed after just a few years.<br />

Lighthouse operation started again in<br />

1725, but this time with two open beacons<br />

burning – one at the headland itself<br />

and one a little further west at Markøy.<br />

This was meant to avoid confusion<br />

between Lindesnes and the light at<br />

Skagens Odde! A coal-fired enclosed beacon<br />

came into service in 1822 and was<br />

used until 1854, when a new light with<br />

a lens system was installed. The lighthouse<br />

tower in use today is a 60 m high<br />

cast iron tower that dates back to 1915,<br />

and it still uses the lens system from<br />

1854. The remains of the coal-fired beacon<br />

are still visible and can be seen on<br />

the left of the picture.<br />

64


Ytterøyane<br />

Slåtterøy<br />

Lista<br />

Verdens Ende<br />

Homborsund<br />

Lindesnes<br />

Færder<br />

Langøytangen<br />

Skomvær<br />

Nyholmen<br />

Slettnes<br />

Makkaur<br />

Vardø<br />

A LONG NIGHT'S VOYAGE TO PORT.<br />

Even in today's world of satellite navigation,<br />

lighthouses still play a vital role – ensuring<br />

that both essential shipping traffic and<br />

adventurous leisure sailors can find their<br />

way safely home. The map shows the<br />

location of the lighthouses described on the<br />

previous pages. Readers who would like to<br />

know more about these and the rest of the<br />

hundred or so lighthouses in Norway should<br />

consult the Norwegian Lighthouse<br />

Association website at www.fyr.no


Nyholmen lighthouse was shut down in 1907, but the building still stands.<br />

FERD | Strandveien 50, P.O. Box 34, NO-1324 Lysaker | Telephone +47 67 10 80 00 | Telefax + 47 67 10 80 02 | E-mail: post@ferd.no | www.ferd.com<br />

Design: Signatur AS • Text: Ferd and Hans Gudmund Tvedt • Photo: Samfoto, Lindesnes fyr.no, Vest-Agder Fylkeskommune and Fotograf Schjelderup • Print: Gan Grafisk

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