Energy for today.
Caring for tomorrow.
Enovos Luxembourg S.A.
2, rue Thomas Edison L-1445 Luxembourg
Postal address: L-2089 Luxembourg
Tel.: (+352) 2737-1 Fax: (+352) 2737-6111
enovos.eu
Customer Service Center
in Strassen, Luxembourg-City, Bertrange,
Ingeldorf and Esch-sur-Alzette
Serviceline: 8006-6000 (freephone number)
[email protected]
Annual Report 2012
Enovos Luxembourg
Enovos Luxembourg S.A.
Registered as a société anonyme
(public limited company)
under Luxembourg law with a capital of
EUR 119,224,100 (31.12.2012)
Registered office: Strassen (Luxembourg)
Luxembourg Trade and Companies’ Register
B44683
Annual General Meeting
of 14th May 2013
Energy for Luxembourg |
Railway station Luxembourg-City
Index
I Introduction 5
1
5
Enovos Luxembourg’s mission and values
2 Group structure 6
3 Key figures
9
4 Corporate governance bodies as at 31st December 2012
11
5 Message from the Chairman and the CEO 12
6 The economic and energy environment
15
7 Highlights in 2012
II Activity Report
20
22
1 Sales of Enovos Luxembourg S.A. 24
2 Portfolio Management & Energy Sourcing 30
3 Trading & Origination
33
4 Conventional Energies & Infrastructure 34
5 Renewable Energies & Cogeneration 38
6 Human Resources 41
7 Risk & Credit Management
42
8 Subsidiaries of Enovos Luxembourg S.A. 44
III Management Report
51
IVAnnual Accounts of Enovos Luxembourg S.A.
58
1 Balance sheet as at 31st December 2012
2 Profit and loss account for the year ended 31st December 2012
3 Notes to the annual accounts
4 Independent Auditor’s report
58
60
61
79
Energy for Luxembourg |
Castle of Vianden
4
I Introduction
1E
novos Luxembourg’s mission
and values
As a major energy provider in select Western
European energy markets, Enovos Luxembourg’s
mission is to procure and provide electricity, natural gas, renewable energies and energy services
to its clients, be they retail, commercial, industrial
or institutional.
Enovos Luxembourg’s corporate values focus on
regional leadership, reliable supply at competitive prices and sustained business growth. Yet
the company also holds itself to a high standard
of corporate responsibility by integrating economic, environmental, ethical and social elements
into its operations.
Employees represent one of the most important
stakeholders of the company and its subsidiaries.
Competence, talent and creativity, combined with
motivation and experience, have proved to be the
best assets in all of its undertakings. The growth
of Enovos over the last years has had its impact
on the number and composition of its workforce,
making personnel matters highly important.
Dedicated to innovation, sustainability and growth,
the company shares a common vision and dedication to its customers, employees and to the public.
At Enovos, past, present and future are merged
into one guiding principle: “Energy for today.
Caring for tomorrow.”
5
2 Group structure
Enovos Luxembourg S.A. is owned to 100% by
Enovos International S.A. and heads the commercial activities of the Enovos Group.
by the Enovos companies and subsidiaries. The
restructuring of the German companies started
in December 2012 and will continue in 2013.
Enovos Luxembourg S.A., Leo S.A., Enovos
Deutschland Verwaltungs SE, Enovos Deutschland AG, Enovos Energie Deutschland GmbH, as
well as their related subsidiaries, are active in the
fields of production, purchase and resale of natural gas, electric power, and renewable energy
sources. Related activities to this core business,
like the supply of heat and energy services, as
well as the step into new technologies and commercial products or services are also provided
Enovos Group is headed by Enovos International
S.A., a holding company providing management
services to its group companies, mainly in the
domains of financial services, information technologies and human resources.
Besides its energy providing activities, Enovos
Group also consists of the grid operator Creos
Luxembourg S.A. and its German subsidiary
Creos Deutschland.
The group structure is shown below:
Enovos International S.A.
Other participations
75.43%
100%
Creos
Luxembourg S.A.
Enovos
Luxembourg S.A.
96.88%
Creos
Deutschland GmbH
100%
Enovos activities in Germany*
* The activities in Germany are restructured in 2012 and 2013.
6
Other participations
Leo S.A.
As of 31st December 2012, the legal structure of the German Enovos companies is represented in the
following chart:
Enovos International S.A.
Enovos Luxembourg S.A.
100%
EI: 11.02% EL: 88.98%
EI: 10.68% EL: 86.20%
Enovos Deutschland AG
Enovos Deutschland Verwaltungs SE
(shares held by the company itself: 3.12%)
100%
100%
100%
100%
100%
Enovos Energie
Deutschland
GmbH
Enovos
Properties
GmbH
Enovos
Storage GmbH
Enovos
Renewables
GmbH
Enovos Future
GmbH
Other
participations
After finalising the restructuring of the German Enovos companies (in the second semester of 2013),
the new group structure will be as follow:
Enovos International S.A.
Other participations
75.43%
100%
Creos
Luxembourg S.A.
Enovos
Luxembourg S.A.
96.88%
Creos
Deutschland GmbH
11.02%
88.98%
Other participations
100%
Enovos
Deutschland SE
Other participations
Leo S.A.
100%
100%
100%
100%
100%
Enovos Energie
Deutschland GmbH
Enovos Future
GmbH
Enovos
Renewables GmbH
Enovos Properties
GmbH
Enovos Storage
GmbH
7
Energy for Luxembourg |
Kirchberg
8
3 Key figures
3.1 Enovos Luxembourg S.A. (under Lux GAAP)
Key figures Unit 2012
2011
Electricity sales GWh 9,511
6,548
Natural gas sales GWh 28,284
23,688
1,257.2
Net turnover *
€ million 1,569.5
EBITDA € million -14.1
21.9
EBIT € million -16.2
20.3
Income from participations € million
45.9
37.1
Result for the financial year
€ million
20.1
56.8
Total assets
€ million
1,067.1
774.0
Shareholder's equity
€ million
429.8
414.5
Net financial debts
€ million
167.5
131.8
Investments in tangible, intangible and financial assets **
€ million
102.7
230.3
Personnel (end of year)
Number
150
137
*In order to further improve the presentation of the financial statements, management has recorded in 2012 some reclassifications
between Net turnover and Other operating income, between Provision for taxation and Tax debts. The comparative figures for 2011
have been reclassified accordingly.
**Investment in financial assets w/o loans
3.2 Enovos “Markets” (pro-forma)
The table below shows the key consolidated figures (pro-forma) related to the commercial activities
of Enovos Luxembourg S.A. and of its main subsidiaries (*):
Key figures Unit 2012
2011
Electricity sales GWh
14,094
13,817
Natural gas sales
GWh
32,922
34,070
EBITDA
€ million
43.9
89.7
Result for the financial year
€ million
58.3
64.3
Personnel (end of year)
Number
465
423
(*) Scope of the fully consolidated contributing entities: Enovos Luxembourg S.A., Leo S.A., Enovos Deutschland AG, Enovos
Future GmbH, ESW AG (a 51% subsidiary of Enovos Deutschland AG), Enovos Energie Deutschland GmbH, Enovos Balance
Deutschland GmbH (a 100% subsidiary of Enovos Energie Deutschland) and LuxEnergie S.A.
9
Energy for Luxembourg |
lux-airport
10
4 Corporate governance bodies as at 31st December 2012
Board of Directors of Enovos Luxembourg S.A.
Marco Hoffmann
Chairman
Benoît Gaillochet 1)Vice-Chairman
Luc Diswiscour Member of the Board of Directors
Fernand Felzinger
Member of the Board of Directors
Pia Fortunaso 2)
Member of the Board of Directors
Peter Frankenberg
Member of the Board of Directors
Henri Haine Member of the Board of Directors
Tim Hartmann Member of the Board of Directors
Stephan Illenberger 3) Member of the Board of Directors
François Knaff 4)
Member of the Board of Directors
Guy Lentz Member of the Board of Directors
Jean Lucius CEO and Member of the Board of Directors
Georges Reding 5)
Member of the Board of Directors
Marc Reding Member of the Board of Directors
Gaston Reinesch 6)
Member of the Board of Directors
Georges Reuter 7)
Member of the Board of Directors
Geneviève Schlink 8)
Member of the Board of Directors
Claude Seywert 9)
Member of the Board of Directors
Johan Van Bragt Member of the Board of Directors
Nico Wietor 10)
Member of the Board of Directors
Mr Benoît Gaillochet was appointed director by the Shareholder’s General Meeting on 17th July 2012;
1) he was appointed Vice-Chairman by the Board of Directors on 28th September 2012
Mrs Pia Fortunaso was appointed director by the Shareholder’s General Meeting on 8th May 2012
2) Mr Stephan Illenberger was appointed director by the Shareholder’s General Meeting on 17th July 2012
3) Mr François Knaff has been co-opted by the Board of Directors on 28th September 2012 ;
4) this appointment being subject to ratification by the next General Meeting of Shareholders
Mr Georges Reding resigned from office on 28th September 2012
5) Mr Gaston Reinesch resigned from office on 30th November 2012
6) Mr Georges Reuter resigned from office on 8th May 2012
7) Mrs Geneviève Schlink has been co-opted by the Board of Directors on 30th November 2012 ;
8) this appointment being subject to ratification by the next General Meeting of Shareholders
Mr Claude Seywert resigned from office on 17th July 2012
9) Mr Nico Wietor resigned from office on 17th July 2012
10) 11
5 Message from the Chairman and
the CEO
The economic crisis having taken a firm hold on
the entire world, the energy market is facing
great uncertainty. Important clients, especially
in the steel and automobile industry, were forced
to close down sites and decrease their production.
The sudden slowing down of activities has
repercussions on the global energy consumption.
This stagnation caused the fall in CO2 certificate
prices. Additionally, the United States progressively replaces coal through gas, mainly shale
gas, creating a worldwide surplus in coal. The
low coal price, combined with a decline in CO2
certificate prices, threatens the profitability of
gas plants and makes them less competitive.
Another phenomenon is that the supply networks
transport more and more renewable energies,
which are seeing an increasing demand. All of
these factors are shaking up the balance of the
energy market. The volatility of prices and the
arduousness of the sector’s regularisation make
long-term projects and investments very difficult.
Pursuing a strategy of proximity
Despite this unstable and changing environment,
Enovos Luxembourg succeeded in 2012 to defend
its position as an indispensable player in Luxembourg and as a dynamic company in the neighbouring countries. In Luxembourg, natural gas
sales and electricity sales were stable. The
company has developed a large combined
electricity and natural gas offer on the Grand
Duchy’s entire territory, made available to
a growing number of residential, professional
and industrial clients. True to its philosophy
of proximity, Enovos Luxembourg took over the
gas sales activities from the City of Dudelange
last year. This integration led to some 5,000 new
private end customers.
In France, where Enovos Luxembourg has been
active since 2006, the company has expanded
its client portfolio. Last year, it has also provided
the first natural gas and electricity supplies on
the Belgian market. In order to guarantee a highquality and reliable supply on the entire German
market, the two subsidiaries Enovos Deutschland
AG and Enovos Energie Deutschland GmbH
12
are currently being restructured into one single
company, Enovos Deutschland SE. Incidentally,
the German market remains very promising:
electricity sales have significantly increased,
whereas gas sales have suffered a slight drop.
On the national market, Enovos Luxembourg is
particularly dynamic and innovative. New products
entail a growing demand in green energy. The
company has renewed its “Fix naturstroum” offer,
its new formula having reduced green energy
prices for residential clients. Since 1st October
2012, all standard tariff clients are also supplied
with green natural gas, called “naturgas”,
containing 1% of natural biomethane gas.
For those who want to take their ecological
behaviour even further, Enovos also offers higher
natural biogas percentages, which may attain
up to 100%.
To promote sustainable mobility and to contribute
to the decrease of CO2 emissions, Enovos and
its partners continue to implement charging
infrastructures for electric vehicles. A large part
of its own fleet is powered by natural gas.
The challenges of energy transition
Among the new products, one needs to mention
the energy consultancy services, such as “Energy
& Customer Services”, which offer carbon
footprint analyses to industrial clients and
municipalities. Enovos has created this new
department in order to better accompany its
clients in their energy consumption control and
their carbon footprint reduction. Enovos is never
hesitant to introduce new products to the market,
i.a. decentralised production for companies and
municipalities or flexible “smart applications” for
residential clients and SMBs.
With its eye turned on future challenges,
Enovos Group, in collaboration with the market
research institute TNS, has realised the study
“Trendwatch 2020”, the first study on the future
dedicated to “Smart Living – Smart Future”. This
cross-border study, conducted in the Greater
Marco Hoffmann
Chairman
Jean Lucius
CEO & Member of the Board of Directors
Region, is destined to detect innovations,
evolutions and tendencies until 2020 in the
areas of intelligent technologies, such as “smart
grids – smart meters”, “smart buildings” (energy
efficiency in buildings) and “smart mobility”
(electric vehicles and mobility concepts).
A civic company
The study “Trendwatch 2020” demonstrates
that renewable energies are essential to energy
supply and that their use will increase. This
fact strengthens Enovos Luxembourg in its
considerable efforts regarding non-polluting
energy sources. According to its maxim “Energy
for today. Caring for tomorrow.”, the company
pursues its ambitious investment strategy. Thus,
the biogas plant Biopower in Tongeren, in which
Enovos Luxembourg has acquired shares in 2011,
is showing an encouraging development. This
plant, located in an agricultural region, produces
electricity and heat through maize fermentation.
In February 2012, the company Soler, 50%
owned by Enovos and SEO, inaugurated their
wind park "Wandpark Bënzelt" in the north of
Luxembourg. Another important investment:
the new Souilly wind park near Verdun, where
production started in November 2012. In
partnership with more and more municipalities,
Enovos Luxembourg also implements and
manages photovoltaic installations.
In order to optimise its value chain, Enovos
Luxembourg offers a balanced energy mix,
consisting of different energy sources. Its new
product and price range involves in-depth
consulting services. The properly trained teams
are able to meet the increased needs of a clientele
that is becoming more and more aware of the
necessity for thoughtful and responsible energy
consumption.
True to its role as a civic company, Enovos proves
its social responsibility by the support of social
initiatives through its own foundation, placed
under the aegis of Fondation Luxembourg. Via
the “nova naturstroum” fund, the foundation
commits itself to promote innovative, fostering
and didactic projects in the area of renewable
energies. The Fondation Enovos actively favours
research linked to the environment and sustainable
development. Hence, it has just granted its
support to its first research project of CRP Henri
Tudor for the development of precise regional
forecasts on photovoltaic performances. Having
exact forecasts for photovoltaic production
is essential for the network stability and an
intelligent future energy supply. For the first
time last year, the Fondation Enovos has also
awarded a prize of excellence to reward the
best Master theses of young engineers.
13
In the coming years, Enovos Luxembourg
will continue to increase its efficiency and
position itself as a responsible organisation.
The company will endeavour to find the right
balance between operating as a production
manager and a partner of efficiency. These
responsibilities will involve complex missions
and new activity sectors, going far beyond the
core business of energy provider and focusing
on mankind and the community.
14
6 The economic and energy
environment
In early 2012, the macroeconomic situation in
the EU showed some signs of stabilisation, but
in the end, the year turned out to be marked by
low (or negative) growth rates and rising unemployment in much of Europe. While in 2011 a
stark divergence in growth rates was visible between the debt-ridden countries of the southern
European periphery and the then still growing
economies of northern and central Europe, the
negative growth rates troubling Greece (-6.4%),
Portugal (-3.2%) and now also Italy (-2.2%)
impacted negatively on the condition of Central
European economies during 2012, as core economies like Germany (0.7%), France (0.0%) and
Belgium (-0.2%) posted disappointing growth
figures (all figures EUROSTAT).
economic contraction. For the first time since
the 1980s, it is facing the challenge of structural change, as key growth drivers of the past
(mainly manufacturing industry and the financial
sector) are showing significant weakness in the
new economic situation. This is reflected in the
steadily growing unemployment rate (preliminary forecast for 2012: 6.1%) and a continuing
slide of industrial output over the year (forecast
for 2012: -6%).
While some of this contagion might be a deliberate result of international agreements on a
Eurozone stabilisation mechanism, the fact that
growth rates seem to converge at a very low
level – instead of a more optimistic scenario,
where the support of stronger countries would
drag southern European countries back onto a
growth path – is downright troubling. Structural
reforms are more pressing than ever in the latter
economies, yet their implementation is proving
politically and socially more difficult than many
would have imagined at the start of the year. A
risk of further contagion exists for those countries of the Eurozone, which hitherto have managed to sustain modestly positive GDP growth,
even in the face of homemade challenges (such
as deindustrialisation and slumping employment). It is therefore unclear, if and for how
much longer this downward trend will continue:
current GDP growth in the EU27 is negative at
-0.3%. There is almost no growth forecast for
2013 at 0.1% (all figures EUROSTAT).
The STATEC outlook for Luxembourg’s GDP
growth in 2013 (1%) is above the EU27 forecast
(0.1%). This shouldn’t detract from the fact that
major structural challenges remain for Luxembourg, as it faces a prolonged downturn in its
traditional growth sectors and subsequently has
come to terms with lower tax inflows into the
national budget.
The Grand Duchy has also been impacted by
the generally weak macroeconomic situation
in the EU, but simultaneously is increasingly
confronted by challenges on the domestic front:
Luxembourg’s growth rate has fallen for the
second year in a row to a mere 0.5% and, while
once again well above the average EU27 GDP
growth rate, this figure is but short of macro-
On the positive side, however, the weak economic outlook has prevented upward price
pressure and resulted in a reasonably low
inflation rate of 2.7% in Luxembourg (all figures
STATEC).
The currency markets showed medium volatility, as investors repeatedly shifted the currency
reserves between Euro and Dollar, responding
to negative news from both sides of the Atlantic. The first half of 2012 was marked by stark
distrust in the stability of the Euro, which slid to
a low of 1.20 US Dollars, before starting a recovery to 1.31 in September and October – following the July EU agreement to aid the struggling
Spanish banking sector.
Before rising on the news of a looming fiscal
cliff in the United States of America and ending the year at 1.32, the Euro did see another
dip in value to 1.27 in November, as worries
about Greece’s ability to fulfil the restructuring
plan agreed with the so-called troika (European Commission, IMF, European Central Bank)
emerged.
15
Evolution of electricity base prices
EUR/MWh
70
65
60
55
50
45
■ Phelix Base 2013
■ Phelix Base 2014
The stabilisation of electricity prices, which many
had expected towards the latter half of 2011, did
not materialise. Two phenomena dominated: convergence of futures prices across time periods
and the steady fall of wholesale baseload energy
prices, which continued to around 45 EUR/MWh
at the end of 2012.
In a trend, which started in 2011, futures contracts
for baseload electricity have converged dramatically and are now almost superimposable. This
reflects a continued lack of liquidity premium for
contracts with longer maturity, undoubtedly associated with the unstable economic outlook.
While the fall of electricity prices to some extent mirrors the downward tendency in macroeconomic growth, electricity prices have also
chiefly been influenced by the double impact of
shrinking electricity demand (due to deindustrialisation and more stringent energy efficiency
programmes) and simultaneously higher-thanprognosticated influx of renewable energy into
European grids.
16
01.2012
01.2011
01.2010
40
■ Phelix Base 2015
The build-up of renewable power generation
installations has been nothing short of phenomenal in many European countries, profiting from
feed-in tariffs and priority injection into the grid.
This development has prompted political debate in several European states. As an example,
Germany has seen market price fall, due to the
significant oversupply of electricity at most times
of the year. On the other hand the German feedin apportionment levy (“EEG-Umlage”) imposed
on all electricity consumers in order to finance
feed-in tariffs has increased by 16.9 EUR/MWh
to 53 EUR/MWh at the end of 2012, raising endconsumer prices in kind.
This results in an increasingly difficult environment for energy utilities: low wholesale spot
prices undercut the energy utilities’ legacy longterm-priced supply contracts (struck before the
price decline occurred) and furthermore make
any investment in conventional power generation, which is priced at wholesale market prices,
unprofitable. All the while, consumers’ willingness
to accept higher end consumer prices has decreased, making it difficult for utilities to maintain
margins throughout the value chain.
Evolution of Brent versus natural gas spot prices
EUR/MWh
USD/bbl
120
25
100
20
80
15
60
10
40
5
20
0
0
■ Brent 1st nearby month USD/bbl
01.2012
30
01.2011
140
01.2010
35
■ Zeebrugge 1st nearby month EUR/MWh
Much like in 2011, a continued disappearance of
the oil-gas price peg (indexing long-term gas
contracts to oil) was observable in 2012. Most
notably, the 30% plunge of oil prices mid-year,
due to growing signs of weakness in the world
economy and increased production from the
Middle East and the US did not translate into a
pronounced downward trend in gas prices.
The resulting transformation of the US from
importer to a net exporter of natural gas has
displaced large quantities of this energy source
towards the rapidly growing economies of Asia
and South America. Japan in particular, still
recovering from the Fukushima disaster, relies on
imports of significant volumes of gas in the form
of LNG (liquid natural gas) to keep its economy
afloat.
Gas prices saw a slight recovery in 2012, despite
substantial production increases coming from
new deposits in the USA, where a true bonanza
surrounding shale gas occurred.
17
Evolution of CO2 certificate prices over 2012
€/t CO2
15
14
13
12
11
10
9
8
7
6
02.12.2012
02.11.2012
02.10.2012
02.09.2012
02.08.2012
02.07.2012
02.06.2012
02.05.2012
02.04.2012
02.03.2012
02.02.2012
02.01.2012
5
■ European Union Allowances for CO2 (Continuous)
As the economic crisis eroded industrial output,
2012 saw severe weakness in EU CO2 emission
allowance prices. At the beginning of the year,
reports of sustained oversupply of certificates
surfaced. Some of these reports went as far as
to forecast a long-term glut, threatening the rationale for the system. Worries surfaced that the
Emissions Trading System (ETS) of the EU would
fail, if it weren’t reformed substantially or the European Commission didn’t intervene by reducing
certificate supply.
On these news, perhaps unsurprisingly, prices
did not see significant upward movement before
starting a slight recovery in the second half
of 2012, only to be beaten down again in July,
as press reported looming falls to prices as
low as 4€ per tonne of CO2, should the EU not
announce concrete measures to substantially
reduce the supply of allowances.
18
Rising expectations on a supply reduction
scheme by the European Commission remained
unfulfilled: when in November the Commission
proposed to postpone an auction of 900 million
allowances to the next phase of the ETS, the certificate price rose, but swiftly fell back well below
previous levels, as it became evident that member states would likely not support such a move.
Energy for Luxembourg |
Philharmonie
19
7 Highlights in 2012
January
• Enovos Luxembourg S.A., in partnership with”energieagence”, offers its professional
customers solutions to reduce their energy consumption and carbon footprint.
• The construction works started for the 10 MW wind park in Souilly (F).
February
• Presentation of Soler S.A. and the project “Wandpark Bënzelt”:
Enovos Luxembourg S.A. and SEO S.A. (Société Électrique de l’Our) bundle their
forces in the field of renewable energies and form the joint venture Soler S.A. to
work as partners of the Luxembourg Government on the 11-percent mark.
April
• Enovos Luxembourg S.A. leader in electro-mobility in the Grand Duchy of Luxembourg and RWE Effizienz GmbH join forces in the development of a network of
charging stations for electric vehicles.
• Enovos Luxembourg S.A. was admitted to participate in exchange trading at ICE
(Intercontinental Exchange).
May• The 2.8 MW biogas plant in Tongeren (B) started its operations after only ten
months of construction.
June
•E
novos Luxembourg acquired 80% of the shares of Biogas Ohretal GmbH from Pure
Nature Energy GmbH, the company operates a biogas plant in Satuelle (D).
July
• In its meeting of 13th July 2012, the municipal council of the City of Dudelange approved the sale of natural gas by Enovos Luxembourg S.A. from 1st January 2013
onwards. Enovos Luxembourg S.A. takes over some 5,000 natural gas customers
from the City of Dudelange.
October
November
December
20
• On the occasion of its official presentation, Fondation Enovos (under the aegis of
the non-profit foundation “Fondation de Luxembourg”), which supports the causes
of environment, social and research, took the opportunity to introduce its first
project in the latter area. This first research project titled “development of accurate
predictions of photovoltaic production” is a project of the CRP Henri Tudor.
• Enovos Luxembourg refreshes its offer FIX naturstroum, valid from 1st October onwards.
•O
n 5th October 2012, the Board of Directors of Enovos Deutschland approved the
restructuring activities in Germany, with the aim to further develop the market
activities of Enovos Deutschland AG and Enovos Energie Deutschland GmbH under
a common structure to achieve a dynamic and successful organisation.
• First edition of the “Prix d’Excellence Fondation Enovos“: In collaboration with its
partners ALI (Association Luxembourgeoise des Ingénieurs a.s.b.l.) and ANEIL (Association Nationale des Etudiants Ingénieurs Luxembourgeois a.s.b.l.), Fondation
Enovos awarded for the first time the “Prix d’Excellence“ to six engineering students for their best graduating works.
• Enovos Future Summit: Official presentation of the results of the future study
“Enovos Trendwatch 2020”
• The 10 MW wind farm Souilly in France started its operations. In the first two
months of operation, the five Vestas V90 2 MW wind energy converters produced
a very promising 4.5 GWh of electrical power. The estimated annual power production of the Souilly wind farm is 22.6 GWh.
• Enovos Luxembourg was admitted to participate in exchange trading at BELPEX
(Belgian Power Exchange) and APX-ENDEX in the Netherlands.
Recent
activities • Enovos Luxembourg becomes “Main partner” of the COSL and “Gold partner” for
the “Games of the Small States of Europe – Luxembourg 2013”.
• In cooperation with Aral, Enovos Luxembourg launches a new initiative in the field
of sustainable mobility concepts and introduces a biological natural gas for natural
gas powered vehicles under the brand “mobigas” on the Luxembourg market.
• On 1st January 2013, Enovos Luxembourg took over the natural gas customers from
the city of Dudelange, located in the South of Luxembourg, delivering energy to
roughly 5,000 private households.
• On 15th January 2013, Enovos Luxembourg acquired the project developer NPG
energy in Belgium in order to set up a joint vehicle in charge of project development
for renewable energy projects in Belgium and the Netherlands.
• On 8th February 2013, the company took an 80% stake in a biomethane plant
in Oebisfelde in Germany, which will become operational by June 2013.
• By end of the second quarter 2013, the legal reorganisation of the Enovos Luxembourg’s German subsidiaries will be finalised.
21
II Activity Report
Marc Reiffers
Chief Operating Officer
Carlo Polidori
Head of Trading & Origination
State: 1st January 2013
22
Jean-Luc Santinelli
Head of Sales & Business IT
Dirk De Wolf
Head of Portfolio Management & Energy Sourcing
Daniel Christnach
Head of Renewable Energies & Cogeneration
Alex Michels
Head of Conventional Energies & Infrastructure
23
1 Sales of Enovos Luxembourg S.A.
Sales of electricity
Luxembourg, resulting into a strong increase of
intercompany sales (+3.0 TWh).
The overall sales of Enovos Luxembourg S.A.
have increased from 6.6 TWh in 2011 to 9.5 TWh
in 2012 (+45.2%).
The Portfolio Management of Enovos Luxembourg
S.A. as the central point of sourcing has extended
the supply to the subsidiaries in Germany and
Intensified competition on the wholesale market
led to reduced sales volumes to public utilities
(-21.0 %).
For the company, electricity sales have been as follows:
GWh 2012 2011 Change %
A. Final customers
4,771
4,850
-1.6
2,459
2,605
-5.6
1,287
Large enterprises
Small and medium enterprises
1,275
0.9
Residential customers 757 710
6.6
Professional customers 267 259
3.1
Power plants 0
0
-
B. Wholesale customers 273 266
2.7
Public utilities 159 201
-21.0
Grid operators 115 65
75.3
Other counterparts C. Intercompany 0
0
-
4,467 1,432
>100
9,511 6,548
45.2
Total
The consumption of residential and professional
customers has grown from 970 GWh in 2011 to
1,025 GWh in 2012. (+5.7%).
In 2012, overall electricity consumption in Luxembourg was estimated at 6,336 GWh, a decrease
of 4.00% compared to the previous year. The
change in annual consumption in Luxembourg’s
neighbouring countries has been: Germany
(-0.5%), Belgium (-1.9%) and France (+2.4%).
24
Sales of natural gas
Total gas sales of Enovos Luxembourg S.A.
have surpassed the previous year by 4.6 TWh
(+19.4%).
Since the integration of Luxgas s.à r.l. on 1st July
2011, the household customers were fully integrated into the segment of final customers.
Lower consumption of industrial clients, due
to the economic downturn and the closing of
production facilities in Luxembourg, was compensated by a higher demand of household
customers and public utilities as a result of the
cold climate conditions in 2012.
Due to maintenance downtime and the collapse
of power prices towards the end of the year, the
gas consumption of Twinerg declined (-13.8%).
The centralised Portfolio Management in Luxembourg delivered more gas to the German subsidiaries compared to the previous year. (+55.5 %).
For the company, sales of natural gas have been as follows:
GWh 2012 2011 Change %
A. Final customers
11,537 11,198
3.0
Large enterprises
3,225 3,367
-4.2
Small and medium enterprises
3,402 2,696
26.2
Residential customers 710 261
>100
Professional customers Power plants 0
0
-
4,201 4,874
-13.8
B. Wholesale customers 1,944 1,760
10.5
Public utilities 1,944 1,760
10.5
Grid operators 0
0
-
Other counterparts 0
0
-
C. Intercompany 14,802 10,730
37.9
Total
28,28423,688
19.4
Due to the successful development of the French
and Belgian markets, the sales to these neighbouring countries were increased from 1.8 TWh
in 2011 to 2.4 TWh in 2012 (+28.6%).
In 2012, overall gas consumption in Luxembourg
totalled at 13,582 GWh, an increase of 1.83% compared to the previous year. The change in annual
consumption in Luxembourg’s neighbouring
countries has been: Germany (+1.4%), Belgium
(+1.0%) and France (+3.8%).
25
Claude Simon
Head of Sales Luxembourg
Arnaud Blauwart
Head of Sales France
Nicolas Jacqmard
Head of Sales Belgium
Sales Luxembourg
At the beginning of the year, the first part of the
Leo integration in SAP was successfully completed.
The harmonised sales and billing processes of the
monthly invoiced Leo customers are now fully
integrated in the Enovos system landscape. The
second project phase, which is currently ongoing,
includes the yearly invoiced Leo customers and
Leo accounting. This final project phase will go
live in April 2013.
more than 15,000 customers had already
opted for “FIX”. Because of the success of "FIX
naturstroum", the subscription period has been
extended for an additional two months.
The contract concerning the takeover of the
natural gas customer portfolio from the city
of Dudelange was signed in July. During the
last quarter some 5,000 domestic customers,
with a total yearly consumption of 200 GWh,
have been migrated to Enovos’ IT systems.
The natural gas delivery to these new Enovos
customers started on 1st January 2013.
Sales France
In 2012, Enovos continued its commercial development in France by providing electricity to
industrial customers and extending its products
and service offers. Concerning the gas market,
Enovos has maintained its policy of acquiring
customers in 2012, significantly increasing the
volumes delivered compared to 2011.
In 2012, Enovos was the first natural gas supplier
who offered biogas produced via biomass
fermentation to end customers in Luxembourg.
Since 1st October, the first Enovos customers are
supplied with "nova naturgas", which is certified
by TÜV NORD CERT GmbH and guarantees an
ecological energy supply.
Sales Belgium
In 2012, Enovos supplied electricity to its first
industrial clients in Belgium (deliveries of natural
gas started in 2011). Processes have been successfully put in place in order to integrate the specificities of this new market into the organisation. In
parallel, the client portfolio for deliveries between
2013 and 2015 has been developed. The supply
license for the Brussels Region has been requested
and should be granted in the first quarter of 2013.
The focus for 2013 will be set on developing the
client portfolio and improving processes in order
to ensure the quality of service.
In November 2012, "FIX naturstroum" was
launched by Enovos, Leo, NordEnergie and
Steinergy. "FIX naturstroum" is a temporary
offer, which gives customers the opportunity to
fix decreasing price conditions for naturstroum
over the next three years. By the end of 2012,
26
In a difficult commercial environment, Enovos
managed to consolidate its market shares, both
on the electricity and natural gas markets, in all
lines of business from residential to industrial
customers.
Erny Huberty
Head of Corporate Marketing
Danny Manso
Head of Corporate Communication
Marketing & Communication activities
The “Energieforum Electriciens” and the “Energieforum Immo” were the occasion to intensify the
good contacts with the members of the professional organisations and to present new projects.
According to its guiding principle “Energy for
today. Caring for tomorrow.”, Enovos is aware
of its responsibilities towards current and future
generations. In its customer relations, Enovos
feels committed to its social responsibility.
Customer relations
In 2012, three editions of the customer magazine
“Watt’s Life” were distributed to every household
in Luxembourg.
More and more customers are turning to Enovos’
energy consulting services (“energieberodung”).
In cooperation with the municipal governments
and local organisations, sessions to raise awareness on efficient energy use were organised in
different municipalities.
On “fonds nova naturstroum Day”, held at Enovos’
head office in Strassen, the 2011 prize winners
were awarded for their commitment to the environment. Since its launch in April 2005, the nonprofit organisation “fonds nova naturstroum” has
supported several projects that are appealing in
view of their promotional, innovative and educational approach in the area of renewable energy.
Fairs and Events
The different fairs at the LuxExpo in Kirchberg
(myenergy days, Spring Fair, Oeko Fair, Autumn
Fair) once again enjoyed a resounding success
with a large number of interested visitors.
The “Energieforum Communes” was also an important event to maintain the good contacts with
the municipalities.
Other well-known events in Luxembourg, such as
the “Auto vum Joer”, the “Tour de Luxembourg”
in cycling, the “BGL BNP Paribas Luxembourg
Open” in tennis, the “Olympiadag” in Cessange,
the “World Balloon Trophy”, the “COSL Spillfest”,
the RockAField in Roeser and the “Relais pour la
vie” have also been supported.
Different events in mobility (CNG and e-mobility)
have been organised as well.
Since 2011, the Marketing department of Enovos
is also in charge of the events for Leo (Luxembourg Energy Office).
Activities for teenagers and children
“Mega Energie Tour”: several schools visited different electricity production sites in Luxembourg.
A number of events and activities for teenagers
and children were organised throughout 2012,
including beginners’ courses on electricity and
projects concerning efficient energy use in different
schools and in collaboration with Cactus Group.
27
Photovoltaic projects
In 2012, Enovos realised, together with different
partners, photovoltaic projects in Luxembourg,
with a total installed power of more than 2 MW.
The project “Installations photovoltaïques en
copropriété en collaboration avec les communes”
was a great success. 19 different projects have
been realised in collaboration with 14 municipalities. Together with its customer, Cactus Group,
Enovos has built three important photovoltaic
installations on the supermarkets in Bascharage,
Redange/Attert and Ingeldorf.
Apart from that, Fondation Enovos also supports
the following causes:
Patronage and sponsorship
As a responsible company, Enovos considers that
it has a certain duty to society, and this is reflected
in the level of its sponsorship of sporting, cultural,
social and scientific events and projects benefiting
the community. Its maxim “Energy for today. Caring
for tomorrow.”, reflecting its eagerness for sustainability, perfectly applies to sports, which at present
is a very important pillar of its commitment.
• Support for social projects, e.g.: Enovos supports
projects to help children with behavioural problems
(Päerd’s Atelier a.s.b.l.), young cancer patients and
their families (Hëllef fir kriibskrank Kanner a.s.b.l.)
and sports people with intellectual disabilities
(ALPAPS Special Olympics), to mention but a few.
Enovos is aware of the positive impact of sports
on the health and balance of young people in
particular. For thirteen years already, Enovos has
been a partner of the “Comité Olympique Sportif
Luxembourgeois” (COSL), which brings together
all the Olympic and non-Olympic sports federations. This collaboration enables it to support all
sports in Luxembourg. And in Germany too, via
its subsidiary Enovos Deutschland AG, it supports
the “Olympiastützpunkt Rheinland-Pfalz/Saarland” and the “Landessportverband Saarland” in
Saarbrucken, which work in close collaboration
with the COSL and also benefit Luxembourg athletes. Among the major sports events, Enovos has
been supporting the "Tour de Luxembourg" for
some years by sponsoring the jersey for the best
youngster (cycling) and the "BGL BNP Paribas
Luxembourg Open" (tennis).
Fondation Enovos
On the occasion of the official presentation of the
Fondation Enovos in October 2012, Fondation
Enovos (under the aegis of the non-profit foundation “Fondation de Luxembourg”) supporting
the causes environment, social and research, took
the opportunity to introduce its first project in
the latter one. This first research project “development of accurate predictions of photovoltaic
production” is a project of the CRP Henri Tudor.
28
• Enhancement and development of renewable
energy sources in Luxembourg and the Greater
Region, e.g.: through the nova naturstroum fund,
Fondation Enovos supports renewable energy
projects that are especially innovative, worthy
of imitation or useful for instructional purposes.
Projects can be initiated by private individuals,
local authorities, schools, public utilities, nongovernmental organisations or companies.
In November 2012, Fondation Enovos, in collaboration with its partners ALI (Association Luxembourgeoise des Ingénieurs a.s.b.l.) et ANEIL
(Association Nationale des Etudiants Ingénieurs
Luxembourgeois a.s.b.l.), awarded for the first
time the “Prix d’Excellence“ to six engineering
students for their best graduating works.
This initiative, which aims to promote education and careers in engineering, is in line with the
commitment of the Fondation Enovos for the
progress of science and new technologies to improve the quality of life in a sustainable way.
Fondation Enovos reflects its founders’ desire
to act as a responsible company for current and
future generations, both in its role as an energy
provider and beyond. An independent advisory
committee assesses every project and decides
on the allocation of resources. Guided by the
idea that the company must be at the service
of humankind and society, the founders chose
to contribute to the progress of knowhow and
technologies that make sustainable development
possible, and to engage in social projects benefiting the most vulnerable members of society who
require special support.
The ambition of Enovos Luxembourg goes hand
in hand with the support provided by Enovos
Deutschland to young talents in the fields of culture, sports and science.
Laurent Magi
Head of Energy & Customer Services
Energy & Customer Services
Energy efficiency is becoming more and more
important, in particular for Enovos’ customers.
Hence, its Energy & Customer Services Department
has been reinforced and the range of products
and services broadened. In the past, the focus
has been on services for its industrial customers,
as this sector is represented in the Luxembourgish,
French and Belgian markets. These services
are now fully operational and give specific
response to the needs of businesses that must
demonstrate energy efficiency improvements to
their oversight authorities.
local authorities. Enovos also offers a solar
mapping of all roofs in a municipality. This enables
local authorities to implement awareness and
advice schemes for local people concerning
the actual potential of each roof to deploy
photovoltaic or thermal solar energy facilities.
In 2013, Enovos will continue to develop new
services to meet all customers’ needs, particularly
focussing on energy management.
For smaller companies, Enovos recently
developed the Quick Check Energy, an external
assessment of their energy efficiency, with
proposals for simple improvements. The
product was test-driven at ten businesses, and
proved extremely successful.
On the French market, in addition to its Bilan
Carbone® offer, Enovos now offers a greenhouse
gas emissions balance to meet the legal
obligations of businesses with more than 250
employees.
In 2012, Enovos introduced a range of services
specifically for municipalities in Luxembourg.
The energy audit of assets performs an
analysis of all public buildings, together with
a multiannual action plan. The new service
constitutes a genuine decision-making tool for
29
2 Portfolio Management &
Energy Sourcing
The Portfolio Management team acts as a link
between all gas and power sales activities and
Energy Sourcing and Trading & Origination.
Enovos’ physical gas and power portfolio includes the Luxembourgish, Belgian, French and
German market areas. Physical and financial
portfolio activities cover commodities such as
power, gas, coal and oil products as part of dayto-day business. The prime challenge and key
competence of the Portfolio Management team
consists of pricing and optimising the above in
order to serve sales requirements and operate
successfully on the various markets.
The geographical diversification of Enovos’
customer base makes it essential to monitor and
execute proper operations and to possess the
adequate cross-country transport and storage
capacities. Enovos’ gas storage assets in Germany and France, its flexible long-term contracts
and its access to different trading points in
Europe allow Enovos to comply with those needs
and at the same time to optimise its portfolio
positions via arbitrage activities. The main function of gas storage is to balance the flow of gas
between the sourcing portfolio and a variable
consumption.
2012 was marked as a year of transition and reorganisation of the Portfolio Management and
Energy Sourcing Department of Enovos
Luxembourg. The department is organised into
five units: Portfolio Management Gas, Portfolio
Management Power, Energy Sourcing, Market Access & Transport Logistics and Dispatching.
The need for the diversification of Enovos’ gas
supply sources is increasing because of both
the growing de-correlation of market prices
with those of long-term contracts and issues of
energy security. Being increasingly present in the
entire value chain, Enovos will be able to optimise its portfolio while avoiding potential supply
disruptions.
The prime object of this organisational structure
is to guarantee competitive prices for Enovos’
customers whilst securing supply, logistics, transport and the volumetric and financial balancing and optimisation of Enovos’ gas and power
portfolios.
30
Natural gas demand depends heavily on weather,
which is impossible to accurately predict more
than a week or two in advance. Long-term sourcing contracts should allow for some of this variability to be managed.
Over the course of 2012, Enovos has successfully
renegotiated the majority of its long-term gas
contracts and substantially reduced its exposure
to oil link gas prices.
The main volume of its supplier’s gas sourcing
and production portfolio has its origin in Norway
and Russia. However, as markets become more
and more liquid, transfer of title of gas deliveries takes place increasingly on wholesale trading
points, which enables Enovos’ suppliers to comply with their delivery commitments even when
some of their production facilities are out of service during a specific period. In parallel, Enovos
was able to increase its cross-country activities
by taking cross-country transit capacities as well
as additional transport capacity. These actions
have increased Enovos’ security of supply as well
as its portfolio optimisation potential.
The sourcing of electricity for Luxembourg (on the Creos grid) is split up as follows:
2012
2011
Import
62.6%60.6%
Twinerg
21.4%22.3%
Cogeneration plants
7.9%
Hydropower
2.1%1.6%
Windpower
Solar energy
9.9%
1.9%1.6%
0.9%
0.6%
Biomass fuelled plants
1.3%
1.4%
Waste incineration
1.9%
2.1%
2013 will be the year in which Enovos will further
enlarge its portfolio management team and will
implement new programmes and analysis software for updating its risk and portfolio management as well as its optimisation capacity. Other
initiatives are now planned to improve the skills
of its Portfolio and Energy sourcing teams as well
as to advance its cross-country valuation models
and logistics.
In addition, Enovos will continue to re-negotiate
its long-term gas contracts in order to assure
that its gas sourcing prices reflect the value of
the gas as observed on wholesale markets.
31
Energy for Luxembourg |
Enovos. Official energy provider for Rock-a-Field
32
3 Trading & Origination
Nowadays, besides long-term contracts with
energy exporters or producers, the importance
of energy trading has grown significantly. And
not just as an additional source of supply but
also as an opportunity to protect against risks,
such as supply shortages or price volatilities.
Traders and analysts continuously observe the
market and listen to the noise or signals sent,
either through prices, price relationships, news,
mispricing between commodities, market rules
that changed political decisions and other
market influencing factors.
From these signals and on behalf of technical
and fundamental analysis, they create a picture
that will guide them to understand the prices
and more particularly the price relationships. This
is important to advise the Portfolio Management
Team (PFM) in the management of their portfolio
for customers and to take rational decisions in
the management of the assets by building up
trading positions in the different markets and
commodities, including buying and selling of
energy for physical delivery but also financial
products. Time horizon for trading transactions
is up to a maximum of four years, in which the
market is sufficiently liquid.
The Trading & Origination Department (T&O) of
Enovos is the window to the global wholesale
markets for energy-related products, the hub
for all tradable commodities, in both their
physical and derivative forms, including power,
gas, oil, coal and carbon. By trading standard
and structured products, it contributes to the
optimisation of the group’s portfolios, mainly for
own use or customer portfolios and for assets.
It thereby largely reduces transaction costs
that would accrue if those activities would be
performed through an external provider.
The core business of T&O is to assure the flow
business (realise transactions in the market
from orders triggered by PFM and provide the
necessary liquidity) to structure and optimise
mainly power-related asset contracts and to do
some proprietary trading.
In 2012, Enovos has extended its trading activity
to ICE (Intercontinental Exchange), one of the
biggest exchanges for natural gas, oil products
and other commodities.
To empower analytics know-how, the analytics
and cross-commodity unit was formed in July
in order to enhance market knowledge and
fundamental analysis.
The spot trading and power scheduling is
performed on a daily basis (7/7) for the mother
company and its subsidiaries.
In 2012, the trading scope and activities have
been refocused and a specific action plan of
measures has started to be implemented to
improve the operational setup.
A large number and range of counterparties
is required to provide sufficient market access
and liquidity. Transaction costs may be reduced
when the global volume is spread amongst more
counterparties. Numerous counterparties may
guarantee best financial conditions per deal.
Credit Management and the Legal Department
were strongly supporting T&O in the negotiation
of credit lines and signing of new master
agreements and amendments, in the follow-up
of the legal and credit clauses stipulated in the
contracts and the monitoring of the guarantees
given or received from counterparts. This was
particularly useful for the development of the
gas & oil desk.
Enovos trades with more than 60 counterparts
and is present on the most important European
Commodity Exchanges as well as the physical
power markets and gas hubs in Germany,
France, Belgium, the Netherlands, Austria and
Luxembourg.
The Trading & Origination Department has to
meet the requirements imposed by the new
regulation coming up in the frame of energy
markets (REMIT, EMIR). The “Regulation on
Energy Market Integrity and Transparency
(REMIT)” will impose market participants to
report their realised transactions. The “European
33
Market Infrastructure Regulation” introduces
provisions to improve transparency and reduce
the risks associated with the OTC (over-thecounter) derivatives market by laying down
uniform clearing and bilateral risk-management
requirements for OTC derivative contracts.
The regulation also establishes reporting
requirements as well as common rules for central
counterparties and trade repositories.
In 2012, T&O realised about 3,000 transactions
in the market for current and front years. In total,
some 8 TWh were traded in gas and 52 TWh in
power.
4 Conventional Energies &
Infrastructure
In the area of conventional power production,
2012 was marked by two major facts: the rapidly
increasing share of renewable energies and
some very cold days in February with extremely
high power prices in Western Europe going over
1500 €/MWh.
First, the investments in renewable energies
have exceeded all expectations, showing their
consequences on the Western European power
prices. These prices, determined by the variable costs of the production units in the merit
order, are the lowest for all renewable energies.
Thus, expensive production units are pushed out
of the merit order, and power prices are lowered.
The production of wind and photovoltaic assets
during daytime considerably reduces the power
prices during peak times as well as the peak/
off-peak ratio needed for power storage plants.
Further on, the decline in power consumption by
a weak European economy affected the commodity and CO2 prices. Low CO2 prices are compromising the profitability and competitiveness of
gas plants in comparison to lignite powerplants.
Second, the very cold days in February brought
the Western European power market close to
a collapse. Heating in France is mostly done by
electric power, so the power demand in France
was at a record high. All possible available
production units were in operation, involving
tremendous power prices. However, such shorttime peak prices will not guarantee an economic
viability for most conventional production units.
Consequently, the “Energiewende” created a
hostile investment environment and lowered
the margins of both conventional and power
storage plants, despite the fact that these very
flexible and clean technologies are required. In
order to see the required new-build of power
plants, Europe will need to develop common
regulations for the entire power generation
sector and create the necessary incentives for
conventional power plants. Besides its commitment to develop renewable energies, Enovos is
nevertheless convinced that, in the coming decades, conventional energies will play a transition
role in the European power production.
34
Power storage
CCGT development project
The storage of electrical energy is becoming
more and more important in today’s electric
power production portfolio. These plants can
supply balancing services to network operators,
and additionally, they can compensate the volatile production of renewable energies.
According to most studies, Europe still needs
to replace its ageing power plants over the
coming years. However, due to the economic
reasons mentioned above, the needed installation of new capacity is not taking place, apart
from a limited switch to gas (resulting from the
strong investment programme decided in 2007
and 2008 and starting commercial operation
by now) and an introduction of renewables as a
result of generous support schemes.
Enovos participates in the extension of the SEO
M11 project. With an installed capacity of 1,300
MW after commissioning of the M11 project, the
pumped storage plant in Vianden, owned and
operated by the “Société Electrique de l’Our”
(SEO), is currently one of the largest of its kind
in Europe. Enovos took the opportunity to participate in the investment and acquired a stake
of 50% in the project M11, with the option to use
100 MW of its capacity.
In 2012, the following major works have been
completed amongst others:
• Installation of the spiral, the inlet valves and
the rotor of the turbine
• Installation of the steel pressure tube to the
upper lake with corrosive protection
•D
elivery to site of the transformer
• Commissioning of the 350-ton crane
•T
ermination of the civil works for the extension
of both the upper and lower lake
The construction and extension works experienced delays of about six months due to geological problems occurring in the lower water
inlet. Water filling is expected for October 2013,
and start of production for the beginning of
2014.
In 2012, Enovos continued to analyse possible
participations in a Combined Cycle Gas Turbine
(CCGT) plant. However, the weak profitability
and the fact that the capacity support schemes
are not in place have put on hold nearly all CCGT
projects in Western Europe. Enovos still plans
to own and operate, possibly together with a
partner, CCGT power production capacities. Key
factors for a profitable investment will be correct
commodity and asset prices, a good location
with additional benefits and correct timing with
regard to power forward prices. Enovos will continue its analysis of the market in the neighbouring countries.
Further on, Enovos is convinced that the future
of conventional power production could also lie
in decentralised power production units. Enovos
is looking for partners in order to develop such
units based on turbine technology.
35
Energy for Luxembourg |
Airport-Energy
5 Renewable Energies &
Cogeneration
In line with its strategy, the Renewable Energies
& Cogeneration Department concentrated its
efforts in 2012 to further enlarge its growing
asset base in onshore wind, biomass and photovoltaic plants. A particular focus was put on
the development of collaboration models with
renewable project developers with the objective
to secure additional value by entering projects in
a very early stage of development.
In January 2012, the construction works started
for the 10 MW wind park in Souilly (F), located
15 km south of Verdun and were achieved in October 2012. In the first two months of operation,
i.e. in November and December, the five Vestas
V90 2 MW wind energy converters produced
a very promising 4.5 GWh of electrical power.
The estimated annual power production of the
Souilly wind farm is 22.6 GWh.
In May 2012, the biogas plant in Tongeren (B)
started its operations after only ten months of
construction. One month later, the first electrical
power produced from biogas was injected into
the public grid. In September 2012, after a very
smooth operation start-up phase, the full nominal capacity of 2.8 MW was reached. In total,
8.1 GWh of electrical power were put into the
public grid. The complete power produced
by the biogas plant in Tongeren was used by
Enovos to supply its Belgian customers.
In 2012, based on the successful collaboration
on the Tongeren biogas project, Enovos started
negotiations with its partner NPG energy for
setting up a joint vehicle in charge of project
development for renewable energy projects in
Belgium and the Netherlands.
In June 2012, Enovos Luxembourg acquired 80%
of the shares of Biogas Ohretal GmbH from Pure
Nature Energy GmbH, who will retain a 20%
stake in the company and remain in charge of
its operations. The company operates a biogas
plant in Satuelle (D), in the region of Magdeburg,
which produces 700 Nm3/h biomethane from
renewable energy crops such as grass, corn and
wheat. The biogas is cleaned and upgraded to
38
natural gas quality and subsequently injected
into the natural gas grid. The plant started its operations in April 2012 and reached the full capacity in June 2012. The planned annual production
is 65 MWh of biomethane. The total production
for the incomplete year 2012 was 44.49 GWh.
In December 2012, Enovos finalised negotiations
with Pure Nature Energy GmbH for the acquisition of a further 80% stake in a 1,250 Nm3/h
biomethane plant in Oebisfelde (D) to be operational by June 2013. The contracts are expected
to be signed in February 2013.
The total electricity production of the 11 photovoltaic plants in Puglia (I), of which Enovos
acquired a 100% stake in 2010 and which have
been commissioned during 2011, was 14.6 GWh,
corresponding to 1,360 full load hours.
The joint venture Aveleos was set up in 2010
between Enovos and the Swiss group Avelar
Energy with the objective to develop, build,
operate and divest up to 95 MW of photovoltaic
capacity in Puglia (Italy). In 2012, 78 MW out of
a pipeline of 90 MW photovoltaic capacity from
the Aveleos joint venture in Puglia have been
connected to the grid and have produced some
78 GWh of electrical power. Due to the changes
in the legal framework resulting in lower feed-in
tariffs for parks connected over the course of
2012 and beyond, it was decided to discontinue
further investments and concentrate on the sale
of operational parks to potential investors.
2012 has been a slightly better wind year than
2011; the electricity production of the wind parks
in Luxembourg and the neighbouring Saarland
was increased by 3-10%. The 12 MW La Benâte
wind farm in Charente-Maritime (F) produced
24 GWh in its second year of operation, corresponding to a 5% increase compared to 2011,
but still below the expectations from the original
business plan.
Due to defects in two cogeneration engines
of the Energiepark Trelder Berg GmbH biogas
plant, the production of electricity was
39.8 GWh, which was 4 MWh lower compared to
2011. In August, the heat off-take customer declared bankruptcy. The management of the plant
immediately started negotiations with parties
interested in the take-over of the pellet production and a new heat delivery contract has been
signed at the end of September. In the same
month, the first delivery of biogas to the cogeneration plant from the Stadtwerke Buchholz took
place.
With "Wandpark Bënzelt", a new onshore project
with a total capacity of 11.5 MW was built and
successfully commissioned in 2012. Furthermore,
a fourth stage of extension has been realised at
the wind farm Hengischt in 2012. An Enercon
E82 wind energy converter with a nominal power
of 2.3 MW increased the total capacity of the
wind farm up to 14.5 MW. Total production of the
Soler assets in 2012 was about 100 GWh – total
installed capacity was 67.8 MW.
In 2011, Enovos and Société Electrique de l’Our
(SEO) reactivated their 50/50 joint venture
Soler (Société luxembourgeoise des Energies
Renouvelables) by bringing in their respective
stakes in the wind parks of Hengischt, KehmenHeischent, "Burer Bierg" and Windpower. The
objective of the joint venture is the development
of renewable energy projects in Luxembourg.
Total renewable energy production of all the
assets increased by 58 % from 240 GWh in 2011
to 380 GWh in 2012. The attributable generated
production of Enovos is 60 % or 225 GWh.
Installed net capacity of the renewable plants
grew in the same period from 175 MW to
243 MW. The installed capacity according to
Enovos consolidation reaches 134 MW.
Renewable energy production
GWh
400
350
300
250
200
380
150
240
100
121
50
43
55
86
61
■ Production 2009
118
62
3
0
Biogas
157
142
Onshore wind
■ Production 2010
12
45
108
44
PV
■ Production 2011
40
19
34
Small hydro
Total
■ Production 2012
39
Installed net operating capacity
MWel
300
250
200
150
242.9
100
171.7
50
0
5.0
7.5
38.8
50.8
■ Capacity 2009
Onshore wind
■ Capacity 2010
92.2
72.4
72.3
13.1
Biogas
40
112.2
98.1
5.8 16.9
PV
■ Capacity 2011
64.1
19.5 19.5 19.5 19.5
Small hydro
■ Capacity 2012
Total
6 Human Resources
Due to the continuation of the merger integration, coupled with numerous projects in the
areas of sales, renewable energies and upstream,
the year 2012 has been very challenging for all
employees. In order to support its growth strategy, the overall number of employees of Enovos
Luxembourg S.A. increased from 137 to 150 people (as of 31st December 2012). Furthermore, Leo
S.A. which, in 2011, has been integrated into the
structure of Enovos Luxembourg S.A. employs
39 persons as of 31st December 2012.
The group remained active on the employment
market and hired new employees through both
internal and external recruitment channels and
the participation in various events, such as the
job fair organised by the University of Luxembourg.
Ongoing professional training
The training budget stayed high in order to
ensure the transfer of knowledge, know-how and
ability, which are part of the integration process,
the development of skills and the acquisition of
additional skills and the change management.
The management and development of skills
remain vital aspects of the group’s Human Resources strategy.
The network of internal trainers plays an essential role in facilitating the transfer of knowledge,
know-how and transferable skills as part of the
integration and improvement programme.
The Human Resources Department would like
to congratulate and thank all the employees for
their duties and contributions throughout 2012.
In 2012, Enovos Luxembourg recruited 20 people
on open-ended contracts and 2 on a fixed-term
contract. 12 of the open-ended contracts were
university graduates.
Last year, the total percentage of people working part-time amounted to roughly 6.7% of
Enovos Luxembourg S.A.’s total workforce. 71.3%
of the workforce was male and 28.7% female.
Twelve different nationalities are represented at
Enovos Luxembourg, i.e. Luxembourgish, German, French, Belgian, Austrian, Italian, Spanish,
Dutch, Portuguese, Czech, Indian and Chinese.
41
7 Risk & Credit Management
Principles
Credit Risk
As an energy provider, Enovos Luxembourg
S.A.’s main risks are those towards price movements on the power and gas markets, as well
as credit risk towards clients and counterparties. Risks are related to the daily business of
any company. As such, they are unforeseeable but can be estimated. In compliance with
the accepted level and definition of risk, the
risk management function, as an independent
department of the operational units within the
company, makes sure that the internal risk policy
is duly applied. It is also in charge of the general
optimisation on a risk and return basis. The risk
management ensures an efficient identification,
analysis, assessment and reporting of actual
and potential risks. A proactive approach allows
avoiding unacceptable risk and should preserve
the financial health of Enovos Luxembourg S.A.
and its subsidiaries.
In order to mitigate credit risk, Enovos Luxembourg S.A. interacts and trades only with
counterparties whose financial health has been
proved. In line with the risk policy, credit limits
are defined and monitored systematically. The
credit limits are determined based on creditworthiness assessments that rely on internal methods as well as external financial opinions provided by rating agencies, credit insurers or credit
analysts. Periodic reviews are realised and credit
limits adjusted where appropriate.
Market Price Risk
With respect to market risk, i.e. the risk resulting
from changes in market prices, Enovos Luxembourg S.A. adopts a prudent approach, respecting the limits set by its board. In compliance
with internal and generally accepted principles,
market risk is evaluated and controlled independently of the risk-taking units. Market risk exposure arises due to Enovos Luxembourg S.A.’s
trading and portfolio management activities in
order to equalise loads, hedge exposures and
optimise power stations. Foreign currency exposures naturally arise from the hedging of fuel
and gas prices. The expertise of the risk management staff, as well as comprehensive quantitative
models, allow for an accurate representation and
management of potential exposures. Quantification is done using the concept of updated markto-market evaluation and value-at-risk based
on historical data. Stress test scenarios provide
insight into the risk arising due to severe market
conditions. Stop-loss and take-profit thresholds
are defined and applied to allow for a limitation
of overall risks.
42
Since over-the-counter (OTC) market transactions constitute a major share in the daily business, detailed counterparty reports are established. OTC transactions are done on the basis of
master agreements, such as those of the European Federation of Energy Traders (EFET) and
the International Swaps and Derivatives Association (ISDA). In 2012, additional EFET and ISDA
contracts with existing or new counterparties
have been concluded. The follow-up of existing
contracts has been duly conducted in order to
increase counterparty liquidity and spread credit
risk.
Considering the economic evolution and the
market developments, credit-worthiness analyses and thorough “know-your-customer” checks
of potential clients are applied before contract
conclusions. For existing customers, a periodic
reassessment regarding the respect of the contractual clauses is performed.
Liquidity Risk
Enovos Luxembourg S.A. signed a cash pool
agreement with Enovos International S.A., its
holding mother company in charge of several
corporate services, like financial and cash flow
management. The group financing scheme
allows addressing working capital needs and responding promptly to margin calls for trades on
regulated exchanges. As a matter of fact, liquidity risk is notably reduced and constitutes no
major concern to Enovos Luxembourg S.A.
Regulation Risk
On 4th July 2012, the European Parliament and
the Council adopted Regulation No. 648/2012 on
OTC derivatives, central counterparties and trade
repositories (the so-called European Market Infrastructure Regulation, "EMIR") which came into
effect on 16th August 2012. Enovos has set up its
own EMIR working group to analyse and prepare
the eventual clearing and bilateral risk management requirements for OTC derivative contracts.
On top of that, detailed reporting for all derivative contracts is performed. Hence, Enovos Luxembourg S.A. makes sure that it complies with
the various EU obligations.
43
8 Subsidiaries of Enovos Luxembourg S.A.
Energy suppliers
Enovos Deutschland AG
(percentage owned: 86.2%)
Key figures (in million Euros)
Total assets
2012
433.8
2011
354.6
Fixed assets
188.7 203.4
Total capital and reserves (incl. result for the year)
185.3 154.0
Amounts owed to credit institutions
0.0
0.0
Net turnover
812.2 674.5
Result for the financial year
69.6 29.2
The core activities of Enovos Deutschland AG
are to supply gas to industrial clients and
municipalities in Germany and to hold
participations in German utilities (“Stadtwerke”).
Since 2010, the company added electricity sales
to its business activities.
Enovos Deutschland AG is primarily a regional
energy supply company, based in Saarbrücken.
The company’s activities range from energy sales
and services to managing various holdings in
other energy supply companies.
In 2012, 17.2 TWh (preceding year: 18.5 TWh) of
natural gas were sold to external customers and
revenues of EUR 777.7 million (preceding year:
EUR 632.4 million) were attained. Of this total,
14.0 TWh (preceding year: 15.0 TWh) were sold
to local distributors, 1.5 TWh (preceding year:
1.9 TWh) to industrial and power plant customers
and 1.7 TWh (preceding year: 1.6 TWh) to other
customers. In 2012, the company realised 386
million kWh (preceding year: 441 million kWh)
of electricity sold, for an amount of EUR 26.9
million (preceding year: EUR 34.8 million).
44
Of this total, 316 million kWh (preceding year:
289 million kWh) were sold to local distributors
and 70 million kWh (preceding year: 152 million
kWh) to industrial customers.
The results of the participations amounted
to EUR 22.8 million (preceding year: EUR 26.1
million) and thus accounted for 29.7% of the
company’s total earnings before taxes of EUR
76.8 million (preceding year: EUR 36.2 million).
The increase of the result for the financial year
is mainly related to the sale of financial assets
realising an extraordinary capital gain of EUR
40.6 million.
In 2013, in the context of the restructuring of
the German activities of Enovos Luxembourg,
the company will be merged into Enovos
Deutschland Verwaltungs SE and its commercial
activities will be further contributed to Enovos
Energie Deutschland in order to generate
additional synergies between the two companies
as well as to offer gas and electricity through the
whole German territory.
Enovos Deutschland Verwaltungs SE
(percentage owned: 88.98%)
In September 2012, Enovos Luxembourg S.A.
took a stake of 88.98% in the company Foratis
Gruendungs GmbH (subsequently renamed
Enovos Deutschland Verwaltungs SE). This
company will manage the participations of
Enovos Luxembourg in Germany. In this context,
the stake in Enovos Energie Deutschland GmbH
(EED) has been sold for EUR 10,705,000 to this
new entity.
Since the company had no activity in 2012 other
than the holding of the shares in Enovos Energie
Deutschland GmbH the key figures below are
those of Enovos Energie Deutschland GmbH
Key figures (in million Euros)
2012
2011
Total assets
125.2
80.6
Fixed assets
1.7 1.2
Total capital and reserves (incl. result for the year)
5.3 5.5
Amounts owed to credit institutions
Net turnover
Result for the financial year
Headquartered in Wiesbaden, EED supplies
industrial clients all over Germany with electricity
and, since 2011, also with natural gas. EED’s
activities range from energy sales to energy
services, also covering services regarding energy
efficiency.
0.0
0.0
819.2 661.1
1.8 2.0
In 2012, 8,230 GWh (preceding year: 7,331 GWh)
of electricity and 293 GWh (preceding year: 4
GWh) of natural gas were sold. Revenues grew
from EUR 661.1 million in 2011 to EUR 819.2
million in 2012.
Leo S.A.
(percentage owned: 100%)
Key figures (in million Euros)
2012
2011
Total assets
165.5
183.1
Fixed assets
Total capital and reserves (incl. result for the year)
Amounts owed to credit institutions
Net turnover
Result for the financial year
Leo S.A. is owned by Enovos Luxembourg S.A.
since 6th January 2011.
89.8 97.1
126.6 132.7
0.0
0.0
211.5 209.3
7.8 10.7
Leo’s purpose is to provide electricity and
natural gas to end customers, mainly in the area
of the city of Luxembourg. Leo supplied about
80,000 delivery points with electricity and gas.
2,038 GWh) of natural gas were sold. Revenues
grew from EUR 209.3 million in 2011 to EUR
211.5 million in 2012. The core business services
of the company are currently integrated into
departments of Enovos Luxembourg. Leo keeps
its own branding, marketing and client relation
management.
In 2012, 855 GWh (preceding year: 917 GWh)
of electricity and 1,940 GWh (preceding year:
The result for the financial year 2012 totalled EUR
7.8 million (in 2011: EUR 10.7 million).
45
LuxEnergie S.A.
(percentage owned: 60.35%)
Key figures (in million Euros)
2012
2011
Total assets
76.8
77.4
Fixed assets
62.8 63.8
Total capital and reserves (incl. result for the year)
37.2 36.2
Amounts owed to credit institutions
22.3
24.6
Net turnover
47.7 42.8
4.3 4.4
Result for the financial year
Over the course of the year, the company
invested EUR 4.9 million. In 2012, the company’s
result for the financial year was EUR 4.3 million,
compared to EUR 4.4 million in 2011. LuxEnergie
operates a total of 46 power stations, which
produced 275 GWh of heat, 33 GWh of cold and
128 GWh of electricity in 2012. The company
also supplies maintenance services to third
party cogeneration stations.
NordEnergie S.A.
(percentage owned: 33.33%)
Steinergy S.A.
(percentage owned: 50%)
NordEnergie is owned in equal parts by Enovos
Luxembourg S.A. and the cities of Ettelbruck and
Diekirch.
Steinfort Energy S.A. (abbreviated as Steinergy)
is owned in equal parts by Enovos Luxembourg
S.A. and the municipality of Steinfort.
NordEnergie’s purpose is to provide electricity to
the supply points connected to the distribution
grids of the cities of Ettelbruck and Diekirch,
which continue to own their own grids. The
result for the financial year 2012 amounted to
EUR 0.04 million (in 2011: EUR 0.04 million).
The purpose of the company is to sell energy to
electricity customers in Steinfort. The result for
the financial year 2012 totalled EUR 0.1 million
(in 2011: EUR 0.04 million).
LuxEnergie generates and supplies heat, cold
air and electricity in the public, domestic and
service sectors, particularly on a cogeneration
basis.
46
Conventional energy production
Ferme éolienne de la côte du Gibet S.à r.l.
(percentage owned: 100%)
Twinerg S.A.
(percentage owned: 17.5%)
In November 2011, the company has acquired
a new wind park, located in Souilly close to
Verdun.
Twinerg is a combined cycle gas and steam
turbine that has been operating since 2002. Total
electricity sales in 2012 were 2,654 GWh (2,927
GWh in 2011).
Loss for the period was EUR 6.5 million
(unaudited figure) compared to profit for the
period of EUR 5.8 million in 2011.
The strong decrease in 2012 is mainly resulting
from the litigation settlement of EUR 7.3 million
paid by the company to settle a dispute about
grid fees.
Société Electrique de l’Our S.A.
(percentage owned: 4.46%)
“Société Electrique de l’Our” (SEO) owns and
operates a 1,100 MW pumping station in the
Vianden region and hydroelectric power stations
on the Moselle River.
In 2012, the company made a profit of EUR 2.2
million (in 2011: EUR 2.19 million). Works for
the extension of the Vianden pumping station
by means of an eleventh 200 MW machine are
proceeding.
Renewable energy production
Windpark Mosberg & Co KG
(percentage owned: 100%)
This company was created to build and operate
a wind farm in the Saar, comprising four wind
turbines. The total installed capacity of the farm
is 6,000 kW.
Construction of the wind farm was completed
during the financial year 2008 and the farm
went online at the beginning of 2009. Electricity
production in 2012 reached 9.9 GWh (2011: 9.2
GWh). The loss for 2012 amounted to EUR 0.19
million (loss of EUR 0.29 million in 2011).
It met the electricity needs of some 5,500
households in an ecological manner. In
November 2012, the 10 MW wind farm started its
operations. The yearly estimated production is
22.6 GWh.
The company's result for the financial year 2012
was EUR 0.07 million (in 2011 a net loss of EUR
0.01 million).
La Benâte S.à r.l.
(percentage owned: 100%)
The wind farm “La Benâte” was acquired in July
2010. It consists of 6 wind turbine generators
with a nominal power output of 2.0 MW each
located in La Benâte, France and connected to
the grid in 2010.
In 2012, a total of 24.2 GWh were produced. The
company’s net loss was EUR 0.2 million in 2012
compared to a net loss of EUR 0.3 million in 2011.
Soler S.A.
(percentage owned: 50%)
This company was formed as a joint venture
with SEO S.A., in response to the Luxembourg
government’s initiative to privatise the running
of state-owned hydroelectric power stations.
Its corporate purpose includes the design and
creation of electricity generation facilities, based
on renewable sources of energy, and the running
of these facilities.
As of 6th December 2011, Soler S.A. expanded its
activities and Enovos Luxembourg S.A. decided
to contribute its participation in the three
wind parks of Wandpark Kehmen-Heischent
S.A., Wandpark Hengischt S.A. and Wandpark
Burer Bierg S.A. (a total capacity of 46.3 MW)
into Soler S.A. SEO S.A. further contributed
its wind production assets in Windpower S.A.
and Wandpark Bënzelt S.A. In 2012, Wandpark
Bënzelt entered in production and the total
electricity production of the five parks was
64.2 GWh.
47
The company further operates the hydroelectric
stations of Ettelbruck, Esch-sur-Sûre and
Rosport. Total electricity production in 2012 was
34.1 GWh (2011: 18.7 GWh).
The company ended the year with a loss of EUR
0.6 million (compared to a loss of EUR 1.6 million
in 2011).
Aveleos S.A.
(percentage owned: 59.02%)
Aveleos S.A. is a joint venture company, which
was founded in May 2010 together with the
Zurich-based Avelar Energy Ltd. Its aim is
the development, operation and retail of
photovoltaic power plants located in the south
of Italy. In 2012, Aveleos sold a first park with a
total capacity of 15 MW and entered in additional
production capacities for parks of respectively 13
MW and 19 MW.
The company’s consolidated result for the
financial year 2012 was EUR 5.7 million (in 2011:
consolidated net loss of EUR 1.6 million)
Enovos Solar Investment I S.r.l.
(percentage owned: 100%)
Enovos Solar Investment I (former Avelar Solar
Investments S.r.l.) consists of three photovoltaic
parks with a capacity of 3 MWp, located in the
south of Italy which were completed at the end
of 2010 and connected to the grid during 2011.
The company’s result for the financial year 2012
was EUR 0.07 million (in 2011: EUR 0.2 million).
Enovos Solar Investment II S.r.l.
(percentage owned: 100%)
Enovos Solar Investment II (formerly Energetic
Source Solar Investments S.r.l.) consists of
eight photovoltaic parks with a capacity of 8
MWp, located in the south of Italy which were
completed at the end of 2010 and connected to
the grid during 2011.
The company’s result for the financial year 2012
was EUR 0.6 million, compared to a net profit of
EUR 0.45 million in 2011.
48
Energiepark Trelder Berg GmbH
(percentage owned: 80%)
Energiepark Trelder Berg is a biogas plant with
a capacity of 5.1 MW located in the south of
Hamburg (Germany).
The company’s result for the financial year was
EUR 0.3 million compared to EUR 0.8 million in
2011.
Biopower Tongeren N.V.
(percentage owned: 24.9%)
Acquired in June 2011, Biopower Tongeren N.V.is
a biogas plant located in Tongeren, Belgium,
providing heat and electricity through maize
fermentation. In May 2012, the 2.8 MW biogas
plant started its operations after only ten months
of construction.
The company’s result for the financial year 2012
was EUR 0.2 million (in 2011 a net loss of EUR
0.01 million).
Biogas Ohretal GmbH
(percentage owned: 80%)
In April 2012, Enovos Luxembourg acquired
80% of the shares of Biogas Ohretal GmbH. The
company operates a biogas plant in Satuelle in
the north of Germany, providing gas through
agriculture materials fermentation.
The company’s result for the financial year 2012
was EUR 0.05 million.
Encasol S.A.
(percentage owned: 50%)
Encasol S.A. is a joint venture company,
which was founded in 2012 together with the
Luxembourgish retail company Cactus S.A. Its
aim is the development, operation and retail of
photovoltaic power plants. At the end of the year
three PV systems are installed on the roofs of the
Cactus shopping centers in Bascharage,Ingeldorf
and Redange / Attert (Luxembourg) with a total
capacity of 1,631 kW providing electricity needs
of some 370 households.
Cogeneration
Other activities
Ceduco S.A.
(percentage owned: 100%)
Energieagence S.A.
(percentage owned: 40%)
Ceduco was jointly owned by DuPont de
Nemours and Enovos Luxembourg. It operated
an industrial cogeneration plant.
“Energieagence” continued its activities in 2012,
most notably supplying energy consultancy
services to individuals, administrations and
companies and offering training in the field of
energy efficiency for professionals.
During 2012 in the context of the restructuring of
the company, the shareholders took the decision
to close the operations. Enovos Luxembourg
acquired the remaining 50% of the shares from
DuPont de Nemours (Luxembourg) S.à r.l. for an
amount of EUR 1. The installations of Ceduco S.A.
were then sold for EUR 1 and the shares were
subsequently depreciated.
The company recorded a loss of EUR 1.5 million,
compared to a loss of EUR 1.3 million in 2011.
As in the past, the company broke even.
Real Estate Strassen S.A.
(percentage owned: 100%)
The aim of the newly incorporated company is to
hold the building of Enovos Luxembourg located
in Strassen.
Cegyco S.A.
(percentage owned: 50%)
Cegyco is jointly owned by Goodyear and
Enovos Luxembourg. It operates an industrial
cogeneration plant.
In 2012, its sales of steam and electricity
totalled 210,133 tons and 50.3 GWh respectively,
compared to 232,659 tons and 66.4 GWh in 2011.
The company recorded a loss of EUR 0.2 million,
compared to a net profit of EUR 0.1 million in 2011.
49
Energy for Luxembourg |
Your everyday energy partner
50
III Management Report
As a major energy provider in select Western
European energy markets, Enovos Luxembourg’s
mission is to procure and provide electricity,
natural gas, renewable energies and energy
services to its clients, be they retail, commercial,
industrial or institutional.
Enovos Luxembourg S.A. is owned to 100%
by Enovos International S.A. and heads the
commercial activities (Enovos “Markets”) of
the Enovos Group. Enovos Deutschland AG and
Enovos Energie Deutschland GmbH, the two
German subsidiaries of Enovos Luxembourg S.A.,
provide natural gas, electricity and energy
services for the entire German territory. In
Luxembourg, Leo S.A. is the preferential contact
for Luxembourg-City regarding the supply of
electricity and natural gas. Moreover, Enovos
Luxembourg S.A. holds several stakes in the
energy generation business, including significant
shareholding interests in power generation
based on renewable energies, whilst Enovos
Deutschland AG is holding participations in
other energy supply companies, mainly German
utilities (“Stadtwerke”).
Although initial signs of economic recovery
in Europe were observed, these did not
reveal sustainable and the global economy
remained weak throughout 2012. During the
year, electricity prices continued to decrease
and current outlooks don’t show any signs of
short- to medium-term recovery. 2012 was also
characterised by strong volatilities of energy
market prices. Furthermore, a fierce competition
takes place in the natural gas market, leading
to a strong pressure on margins and volumes.
The economic slowdown in Luxembourg’s
industrial landscape also has a negative impact
on volumes and margins of the small and
medium enterprises and professional customer
segments.
Highlights
Total sales of electricity of Enovos Luxembourg
have grown from 6.6 TWh in 2011 to 9.5 TWh
in 2012 (+45%) mainly due to additional supply
volumes to the German subsidiaries.
Total sales of natural gas of Enovos Luxembourg
have grown from 23.7 TWh in 2011 to 28.3 TWh
in 2012 (+19%). The main growth factors were
primarily due to additional supply volumes to
the German subsidiaries and increased sales in
France and Belgium.
In 2012, Enovos was the first natural gas supplier
offering biogas produced via biomass
fermentation to end customers in Luxembourg.
As of 1st October 2012, the first Enovos
customers were supplied with “nova naturgas”,
which is certified by TÜV NORD CERT GmbH
and guarantees an ecological energy supply.
In November 2012, “FIX naturstroum” was
launched by Enovos, Leo, NordEnergie and
Steinergy. This offer gives customers the
opportunity to fix decreasing power price
conditions for “naturstroum” over the next three
years.
Energy efficiency is becoming more and more
important, and more particularly for Enovos’
customers. Hence, its Energy & Customer
Services Department has been reinforced and
the range of products and services broadened.
In a difficult commercial environment, Enovos
managed to consolidate its market shares, both
on the electricity and natural gas markets; in all
lines of business – from residential to industrial
customers to industry.
In France, Enovos continued its commercial
development by extending its products and
service offers, both for electricity and natural
gas.
In 2012, Enovos supplied electricity to its first
industrial clients in Belgium (deliveries of natural
gas started in 2011). Processes have been
successfully put in place in order to integrate
the specificities of this new market into the
organisation. The supply license for the
Brussels Region has been granted to Enovos
Luxembourg in February 2013.
2012 was a year of transition and re-organisation
of the Portfolio Management and Energy
Sourcing Department of Enovos Luxembourg.
The department is now organised in five
units: Portfolio Management Gas, Portfolio
Management Power, Energy Sourcing, Market
Access & Transport Logistics and Dispatching.
51
The prime objective of this organisational
structure is to guarantee competitive prices
for Enovos’ customers whilst securing supply,
logistics, transport, volumetric and financial
balancing and optimisation of Enovos’ gas and
power portfolio. The Portfolio Management
team acts as a link between Enovos’ sales
activities in Luxembourg, Belgium, France and
Germany and its Energy Sourcing and Trading
activities. Physical and financial portfolio
activities cover commodities such as power,
gas, coal and oil. In the course of 2012, Enovos
has successfully re-negotiated the majority of
its long-term gas contracts and substantially
reduced its exposure to oil-linked gas prices.
The Trading & Origination Department (T&O) of
Enovos is the window to the global wholesale
markets for energy-related products, the hub for
all tradable commodities, in both their physical
and derivative forms, including power, gas, oil,
coal and carbon. In 2012, Enovos has extended
its trading activity to ICE (Intercontinental
Exchange), one of the biggest commodity
exchanges for natural gas, oil products and
other commodities, to BELPEX (Belgian
Power Exchange) and to APX-ENDEX in the
Netherlands. To empower analytics knowhow, the analytics and cross-commodity
unit was formed in July in order to enhance
market knowledge and fundamental analysis.
In 2012, the trading scope and activities have
been refocused and a specific action plan of
measures has started to be implemented to
improve the operational setup.
Enovos trades with more than 60 counterparts
and is present on the most important European
Commodity Exchanges as well as the physical
power markets and gas hubs in Germany,
France, Belgium, the Netherlands, Austria and
Luxembourg. In 2012, T&O realised about 3,000
transactions in the market for current and front
years. In total, some 8 TWh were traded in gas
and 52 TWh in power.
In line with its strategy, the Renewable Energies
& Cogeneration Department concentrated its
efforts in 2012 to further enlarge its growing
asset base in onshore wind, biomass and
photovoltaic plants. A particular focus was put
on the development of collaboration models
52
with renewable project developers with the
objective to secure additional value by entering
projects in a very early stage of development.
In January 2012, the construction works started
for the 10 MW wind park in Souilly (F). In May
2012, the 2.8 MW biogas plant in Tongeren (B)
started its operations after only ten months of
construction. In June 2012, Enovos Luxembourg
acquired 80% of the shares of Biogas Ohretal
GmbH from Pure Nature Energy GmbH, who
will remain a minority shareholder in the
company which operates a biogas plant in
Satuelle (D). In December 2012, Enovos finalised
negotiations with Pure Nature Energy GmbH for
the acquisition of a further 80% stake in a 1,250
Nm3/h biomethane plant in Oebisfelde (D), to
be operational by June 2013. The signing of the
contracts was in place in February 2013.
In 2011, Enovos and Société Electrique de l’Our
(SEO) brought their respective stakes in the
wind parks of Hengischt, Kehmen-Heischent,
Burer Bierg, Windpower and Bënzelt (under
construction) into the joint venture Soler
S.A. to develop renewable energy projects in
Luxembourg. With "Wandpark Bënzelt", a first
new onshore project with a total capacity of
10 MW was built and successfully commissioned
in 2012.
Aveleos, the joint venture between Enovos
and the Swiss group Avelar Energy, has been
impacted by a changing legislation in Italy,
seeing reduced feed-in tariffs for connected
parks. Therefore, it has been decided
to discontinue further investments and
concentrate on the sales of operational parks to
potential investors.
Total renewable energy production progressed
from 240 GWh in 2011 to 380 GWh in 2012
(+58%). Installed net capacity of the renewable
plants grew in the same period from 175 MW
to 243 MW. The installed capacity according to
Enovos consolidation reaches 134 MW.
Regarding conventional energies, the market
price evolution of the two main commodities,
gas and power, showed a downward trend,
which made conventional and power storage
plants economically less viable and thus, Enovos
held back its investment in this area. Nevertheless,
Enovos continued its investment in gaining
upstream production capacities in the
construction of the 11th turbine at the Vianden
pumping station of SEO and completed the
investment of a 50 MW slice of a lignite-fired
power plant.
During the year, Enovos continued with its
overall operational improvement programme
“Moving Forward”, started in 2011. In 2012,
significant changes have been introduced into
the organisation, such as the creation of a
central portfolio management team aiming at
increasing sourcing effectiveness and overall
optimisation of its portfolios. A new business
IT tool was selected and its implementation
will materialise throughout 2013 with various
releases coming on stream.
On 5th October 2012, the Board of Directors
of Enovos Deutschland approved the
restructuring activities in Germany, with the
aim to further develop the market activities
of Enovos Deutschland AG and Enovos
Energie Deutschland GmbH under a common
structure to achieve a dynamic and successful
organisation. The restructuring started in
2012, through the implementation of an
operational holding Enovos Deutschland SE,
with subsidiaries specialised in dedicated core
activities; the stake held by Enovos Luxembourg
S.A. in Enovos Energie Deutschland GmbH has
been sold to Enovos Deutschland SE.
In order to support its growth strategy, overall
employees of Enovos Luxembourg S.A.
increased from 137 to 150 people (as of 31st
December 2012). The Management of Enovos
Luxembourg S.A. would like to thank all the
employees for their duties and contributions
throughout 2012 and for their full support in
implementing important changes.
Financials
The net profit for the financial year decreased
from EUR 56.8 million in 2011 to EUR 20.1
million in 2012; the decrease stemming from the
operational side has been partially offset by an
increase in the income from participations.
The decrease on the operational results is
largely from the result of two factors: first,
like most energy suppliers in the European
market place, the company has, in particular,
been negatively impacted by the long-term
gas sourcing contracts. The purchase prices of
these contracts, largely indexed on oil, showed
a significant gap in the lower market prices.
As a consequence of this price differential and
its take or pay obligations, the company had
to account for this gap in its 2012 results. The
company management could nevertheless limit
such effects through significant renegotiation
efforts with its main suppliers.
Furthermore, the high volatility in market prices
also led to a spectacular reduction of the spread
between gas and electricity prices affecting
previous trading positions taken by the company.
The strong negative impact from the evolution
of these positions in the company’s accounts
could partially be compensated through an
insurance claim to the Enovos Group insurer.
As a further consequence of the low spark
spreads level and in order to avoid further
losses, the company decided on an early exit
from JV Ceduco S.A. and its partner Dupont
de Nemours. The overall transaction has
been completed in several legal steps, which
have been shown in separate captions of the
annual accounts. First, the two shareholders, in
order to allow Ceduco S.A. to repay the bank
overdraft vis-à-vis banks and its net liabilities,
decided to contribute a cash amount of EUR
2,038,147 and a shareholder loan of EUR
400,000. The company further entered into a
settlement agreement, under which an amount
of EUR 2,433,867 has been paid to Dupont de
Nemours as final compensation for the early
termination of the joint venture agreement,
posted under "extraordinary charges" and
Enovos Luxembourg acquired the remaining
50% of the shares from Dupont de Nemours
S.à r.l. for an amount of EUR 1. The installations
of Ceduco S.A. were then sold and the shares
were subsequently depreciated for a total
amount of EUR 2,438,147. The corresponding
impairment was adequately accounted for as
of 31st December 2011 for a total amount of
EUR 2,400,000, thus not further impacting the
annual accounts in 2012.
53
As of 19th December 2012, Enovos Luxembourg
contributed its building located in Strassen,
2, Rue Thomas Edison, to the newly
incorporated company, Real Estate Strassen
S.A. for a contribution value of EUR 36 million
in exchange of 100% of the shares of the
company. The resulting gain on sale has been,
in accordance with the tax law art 54 L.I.R.,
immunised in a specific reserve shown under
the caption "immunised appreciation".
From the risk mitigation point of view, it can be
noted that Enovos has significantly reduced any
future negative impacts from its remaining take or
pay obligations out of its long-term gas contracts.
Additionally, the operational improvements initiated
with the Moving Forward project as well as the
implementation of the audit recommendations will
allow to better control the risks of its operations.
In consideration of the financing of the future
short- and medium-term projects, including the
investments in renewable activities, the company
entered into a back to back shareholder loan of
the seven year retail bond of EUR 200 million,
issued by Enovos International S.A.
Risk management objectives and policies
On 1st January 2013, the company took over the
natural gas customers of the distributor Ville
de Dudelange with a business worth EUR 3.75
million, which has already been booked in the
intangible assets in the 2012 accounts. Ville
de Dudelange is a distributor in the South of
Luxembourg that delivers energy to roughly
5,000 private households.
The main risks the company has to manage are
the inherent market risks and all the long-term
procurement and trading risks, i.e. energy volume
risks, commodity price risks, competition risks,
energy market liquidity risks, counterparty risks,
proprietary trading risks and climate-related risks.
Since the beginning of 2013, Enovos Luxembourg
S.A. continued to re-negotiate the remaining
long-term gas contracts. The company is
confident that substantial improvements may
be achieved and such financial impacts have
already been considered in the budget for 2013.
On 4th July 2012, the European Parliament and
the Council adopted Regulation No 648/2012
on OTC derivatives, central counterparties and
trade repositories (the so-called European Market
Infrastructure Regulation, "EMIR") which came
into effect on 16th August 2012. Enovos has set
up its own EMIR working group to analyse and
prepare the eventual clearing and bilateral risk
management requirements for OTC derivative
contracts. On top of that, detailed reporting for
all derivative contracts is performed. Hence,
Enovos Luxembourg S.A. makes sure that it
complies with the various EU obligations.
On 15th January 2013, the company acquired the
project developer NPG energy in Belgium for
setting up a joint vehicle in charge of project
development for renewable energy projects in
Belgium and the Netherlands.
With the help of an external consultant, a risk
analysis has been performed, reviewing the
risk management processes and controls in
the Trading, Sales and Portfolio management
departments. The critical recommendations
have immediately been decided by
management and most of them are already
implemented since the beginning of 2013,
whereas supplementary action plans for further
improvements will be carried out during the
year 2013.
54
Outlook
On 8th February 2013, the company took an 80%
stake in a biomethane plant in Oebisfelde in Germany, which will become operational by June 2013.
By the end of the second quarter of 2013, the
legal reorganisation of the company’s German
subsidiaries will be finalised.
For the year 2013, Enovos has adopted a
prudent planning of its financial evolution
due to an overall weak economy with many
uncertainties and a high volatility of energy
markets with market lows for both energy
commodities, natural gas and power.
The profit available for appropriation of EUR
91,486,940 includes the result for the financial
year of EUR 20,096,262 and the profit brought
forward of EUR 71,390,678.
The Board of Directors proposes to the Annual Shareholder's Meeting to be held on 14th May 2013 the
following appropriation of net profit:
Net dividend of 2.1 euros per share*
10,014,824
Allocation to the legal reserve
0
Amount carried forward
81,472,116
Total91,486,940
* Number of shares 4,768,964
Strassen, 15th March 2013
55
Energy for Luxembourg |
Fun at the Schueberfouer
IV Annual Accounts of
Enovos Luxembourg S.A.
1 Balance sheet as at 31st December 2012
ASSETS Notes Denominated in EUR
2012 2011
€
€
Fixed assets
Intangible assets Note 4
Concessions, patents, licences, trademarks and similar rights
and assets, if they were
a) acquired for valuable consideration
312,474
Goodwill, to the extent that it was acquired for valuable consideration
4,005,000
573,750
Payments on account and intangible fixed assets under development
92,292,113
65,710,545
Tangible assets
378,679
Note 5
Land and buildings
0
11,551,810
Other fixtures and fittings, tools and equipment
1,006,338 3,407,586
Payments on account and tangible assets in course of construction
86,704,598 59,515,140
Financial assets
Note 6
Shares in affiliated undertakings
325,970,947 294,561,533
Loans to affiliated undertakings
52,328,588 39,139,104
Shares in undertakings with which the company is linked
by virtue of participating interests
45,090,179 45,520,179
Loans to undertakings with which the company is linked
by virtue of participating interests
525,994 860,771
Loans and claims held as fixed assets
1,896,140
0
Total fixed assets
610,132,370 521,219,096
Current assets
Stocks
Note 7.1
Raw materials and consumables
839,252 765,118
Debtors
Trade debtors
a) becoming due and payable after less than one year
Note 7.2
Amounts owed by affiliated undertakings
a) becoming due and payable after less than one year
Amounts owed by undertakings with which the company is linked
by virtue of participating interests
a) becoming due and payable after less than one year
Other debtors
Note 8
186,331,633
247,340,346
8,996,412
168,423,280
51,136,793
10,829,896
a) becoming due and payable after less than one year
3,769,027
3,174,639
b) becoming due and payable after more than one year
16,000
0
Investments
Other investments
1,632,737
1,540,313
Cash at bank and in hand
2,148,528
10,100,579
Total current assets
451,073,935
245,970,618
Prepayments
Note 9
Total assets
The accompanying notes form an integral part of the annual accounts.
58
5,883,603
1,067,089,908 6,786,404
773,976,117
LIABILITIES Notes Denominated in EUR
Capital and reserves
2012 2011
€
€
Note 10
Subscribed capital
119,224,100 119,224,100
Share premium and similar premiums
122,458,503 122,458,503
Reserves
Legal reserve
11,922,410 10,637,212
Other reserves
61,100,000 61,100,000
Profit brought forward
71,390,678 44,221,851
Immunised appreciation
23,615,759
Result for the financial year
20,096,262 56,829,361
Total capital and reserves
429,807,712 414,471,027
0
Provisions Provisions for pensions and similar obligations
Note 11.1
3,839,493 3,462,263
Other provisions
Note 11.2
14,395,298 3,323,823
18,234,791 6,786,086
Total provisions Non subordinated debts
Amounts owed to credit institutions
a) becoming due and payable after less than one year
Note 12
2,818
57,008,474
193,791,864
134,083,076
Trade creditors
a) becoming due and payable after less than one year
Amounts owed to affiliated undertakings
Note 8
a) becoming due and payable after less than one year
94,624,769
17,624,482
b) becoming due and payable after more than one year
223,270,000
50,701,341
Amounts owed to undertakings with which the company is linked
by virtue of participating interests
a) becoming due and payable after less than one year
6,635,890
5,150,211
Tax and social security
a) Tax
6,402,810
8,069,870
b) Social security
584,222
498,370
Other creditors
a) becoming due and payable after less than one year
b)becoming due and payable after more than one year
Note 5
Total non subordinated debt
28,895
23,812
81,738,761
59,764,200
607,080,029 332,923,836
11,967,376 19,795,168
1,067,089,908 773,976,117
Deferred income
Note 13
Total liabilities
The accompanying notes form an integral part of the annual accounts.
59
2 Profit and loss account for the year ended 31st December 2012
Charges
Notes
Denominated in EUR
20122011
€
€
Raw materials and consumables
1,548,278,472
1,198,789,036
Other external charges
22,915,934
23,254,442
Staff costs
Note 14
a) Wages and salaries
11,959,561
11,673,703
b) Social security costs
1,458,429
1,413,793
c) Social security costs relating to pensions
1,013,551
261,017
Value adjustments
a) on formation expenses and on tangible and intangible fixed assets
Note 15
2,142,710
1,527,194
b) on elements of current assets
Note 7.2
1,139,330
3,802,828
3,473,666
400,000
Value adjustments and fair value adjustments on financial fixed assets
Note 6
Interest payable and similar charges
a) concerning affiliated undertakings
7,142,796
1,419,634
b) other interest payable and similar charges
307,342
399,506
Extraordinary charges
Note 19
2,438,867
228,730
Tax on profit or loss
Note 16
0
5,431,472
Other taxes not included in the previous caption
Note 16
410,000
0
Profit for the financial year
20,096,262
56,829,361
Total charges
1,622,776,919
1,305,430,714
The accompanying notes form an integral part of the annual accounts
Income Notes Denominated in EUR
Net turnover
Note 17
2012 2011
€
€
1,569,510,396
1,257,158,555
Reversal of value adjustments
a) on elements of current assets
0
388,578
5,608,141
2,557,520
Other operating income
Note 19
Income from financial fixed assets
Note 18
a) derived from affiliated undertakings
43,913,937
36,023,730
b) other income from participating interests
2,019,108
1,035,936
Other interests and other financial income
a) derived from affiliated undertakings
1,663,491
501,521
b) other interest receivable and similar income
61,847
158,308
0
7,606,566
1,622,776,919
1,305,430,714
Extraordinary income
Note 20
Total income
The accompanying notes form an integral part of the annual accounts.
60
3 Notes to the annual accounts
Note 1 - General Information
Enovos Luxembourg S.A. (“the Company”) was
incorporated in Luxembourg under the name
of Cegedel Participations S.A. on 2nd August
1993. The Company is registered under RCS nr.
B44683. In the context of the below described
operations, the Company has been renamed
Enovos Luxembourg S.A. in 2009. The registered
office of the Company is established in Strassen.
As of 23rd January 2009, the shareholders of
Cegedel S.A. and Saar Ferngas AG contributed
their respective shares into Soteg S.A. Soteg
S.A. then launched a mandatory public offer
on all Cegedel S.A. shares not yet in its
possession and Cegedel S.A. was delisted after
a successful squeeze-out process. A process
of restructuring took place thereafter and
resulted in a new energy group named Enovos
consisting of the parent company, Enovos
International S.A. (formerly Soteg S.A.) and
its two main subsidiaries, Creos Luxembourg
S.A. (formerly Cegedel S.A.) in charge of
grid activities and Enovos Luxembourg S.A.
(formerly Cegedel Participations S.A.) dealing
with energy generation, sales and trading
activities. This restructuring has been made with
retroactive effect as of 1st January 2009. Enovos
Luxembourg S.A. has a subsidiary, Enovos
Deutschland AG, for the German market and
Creos Luxembourg S.A. has a subsidiary, Creos
Deutschland GmbH, for the German grid.
In the context of this restructuring, former
Cegedel S.A. and Soteg S.A. sales activities were
contributed to Enovos Luxembourg S.A. against
issuing new shares.
The main purpose of Enovos Luxembourg S.A.
is to supply electricity and gas to customers
in Luxembourg and abroad and to perform
trading activities. Enovos Luxembourg S.A. also
holds several stakes in the energy generation
business, including significant interests in power
generation based on conventional and renewable
energies.
Annual accounts
The Company's financial year runs from 1st January
to 31st December each year. Enovos Luxembourg
S.A. accounts are consolidated into the Enovos
International S.A. financial statements, forming at
once the largest and the smallest body of
undertaking of which the Company forms a part as
a subsidiary undertaking. Enovos International S.A.
is established in Esch-sur-Alzette.
Presentation of the comparative financial data
In order to further improve the presentation
of the financial statements, management has
recorded in 2012 some reclassifications between
Net turnover and Other operating income and
between Provision for taxation and Tax debts. The
comparative figures for 2011 have been reclassified
accordingly.
Note 2 – Summary of significant accounting policies
Basis of preparation
The annual accounts have been prepared
in accordance with Luxembourg legal and
regulatory requirements under the historical
cost convention. Accounting policies and
valuation rules are, besides the ones laid
down by the amended Law of 19th December
2002, determined and applied by the Board of
Directors.
The preparation of annual accounts requires the
use of certain important accounting estimates. It
also requires the Board of Directors to exercise
its judgment in the process of applying the
accounting policies. Changes in assumptions
may have a significant impact on the annual
accounts in the period in which the assumptions
changed. Management believes that the
underlying assumptions are appropriate and
that the annual accounts therefore present the
financial position and results fairly. The Company
makes estimates and assumptions that affect the
reported amounts of assets and liabilities in the
next financial year. Estimates and judgements
are continually evaluated and are based on
historical experience and other factors, including
expectations of future events that are believed
to be reasonable under the circumstances.
61
Significant accounting policies
The main valuation rules applied by the
Company are the following:
Foreign currency conversion
With the exception of fixed assets, assets and
liabilities denominated in foreign currencies are
converted at the exchange rates in effect at the
end of the year. Transactions denominated in
foreign currencies are recorded at the exchange
rates of the transaction day. Realised exchange
gains and realised and unrealised exchange
losses are recognised in the income statement.
Unrealised exchange gains are not recognised.
Intangible assets
Intangible assets are valued at purchase price
including the expenses incidental thereto or at
production cost, less cumulated depreciation
amounts written off and value adjustments.
These value adjustments are not continued if the
reasons for which the value adjustments were
made have ceased to apply.
The depreciation rates and methods applied are as follows:
Concessions, patents, licences, trademarks and similar rights and assets
Goodwill, to extent that it was acquired for valuable consideration
Depreciation rate
Depreciation method
33.33%
Straight-line
20%
Straight-line
Tangible assets
Tangible assets are valued at purchase price including the expenses incidental thereto or at production
cost. Tangible assets are depreciated over their estimated useful economic lives.
The depreciation rates and methods applied are as follows:
Depreciation rate
Depreciation method
Buildings
2% - 10%
Straight-line
Plant and machinery
16.66%
Straight-line
Other fixtures and fittings, tools and equipment
10% - 25%
Straight-line
Where the Company considers that a tangible asset has suffered a durable depreciation in value, an
additional write-down is recorded to reflect this loss. These value adjustments are not continued if the
reasons for which the value adjustments were made have ceased to apply.
62
Financial assets
Shares in affiliated undertakings and participating
interests are recorded in the balance sheet at their
acquisition cost, including the expenses incidental
thereto. Loans to affiliated undertakings and loans
to undertakings with which the Company is linked
by virtue of participating interests are included
at their nominal value. In case of an impairment
that the Board of Directors considers as
permanent in nature, value adjustments are
made in respect to these long term investments
to apply the lower value to be assigned to
them at the balance sheet date. These value
adjustments are not maintained when the
reasons for making them have ceased to exist.
Stocks
Raw materials and consumables are valued
at the lower of purchase price calculated on
the basis of weighted average cost or market
value. Value adjustments are recorded when
the estimated realisable value of stocks is lower
than the weighted average cost. The value
adjustments are not maintained if the reasons
for recording them have ceased to exist.
Debtors
Debtors are recorded at their nominal value.
Value adjustments are recorded when there is
a risk that all or part of the amounts concerned
may not be recovered. These value adjustments
are not maintained if the reasons for recording
them have ceased to exist.
Investments
Investments are valued at the purchase
price, including expenses incidental thereto,
expressed in the currency in which the annual
accounts are prepared. A value adjustment is
recorded where the market value is lower than
the purchase price. These value adjustments are
not continued if the reasons for which the value
adjustments were made have ceased to apply.
The market value corresponds to the latest
available quote on the valuation day for
investments listed on a stock exchange or
traded on another regulated market.
Derivative financial instruments
The Company may enter into derivative financial
instruments such as options, swaps, futures
or foreign exchange contracts. The Company
records initially derivative financial instruments
at costs.
At each balance sheet date, unrealised losses are
recognised in the profit and loss account whereas
gains are accounted for when realised. In the case
of hedging of an asset or a liability which is not
recorded at fair value, unrealised gains or losses
are deferred until the recognition of the realised
gains or losses on the hedged item.
Prepayments
This asset item includes expenditures incurred
during the financial year but relating to a
subsequent financial year.
Immunised appreciation
Immunised appreciation include gains for which
the taxation is deferred by virtue of article 53
or 54 LIR. Such gains, which are rolled over, are
recorded at their initial value. Reinvested gains
are written off using the same method and over
the same period as the assets to which they
relate.
Provisions
The aim of provisions to cover clearly defined
charges and liabilities, which, on the balance
sheet date, are either probable or certain but for
which the amount or date of occurrence cannot
be determined with certainty. A review is carried
out at year-end to determine the provisions to
be recorded for the Company's liabilities and
charges. Provisions recorded in previous years
are reviewed annually and those no longer
needed are released.
Provisions may also be created to cover charges
which originate in the financial year under
review or in a previous financial year, the nature
of which is clearly defined and which at the
date of the balance sheet are either likely to be
incurred or certain to be incurred as to their
amount or the date on which they will arise.
63
Provisions for pensions and similar obligations
The Company offers its employees a defined
benefit plan and a defined contribution plan.
Defined benefit plan:
A defined benefit plan defines an amount of
pension benefit that an employee will receive
on retirement, usually dependent on one or
more factors such as age, years of service and
compensation. The liability recognised in the
balance sheet in respect of defined benefit
pension plans is the present value of the
defined benefit obligation at the balance sheet
date minus the fair value of plan assets. The
defined benefit obligation is measured using the
projected unit credit method under IAS 19. The
present value of the defined benefit obligation is
determined by discounting the estimated future
payments by reference to market yields at the
balance sheet date on high-quality corporate
bonds that are denominated in the currency in
which the benefits will be paid, and that have
terms to maturity approximating to the terms of
the related pension liability.
Actuarial gains and losses are charged or
credited in the profit or loss in the period in
which they arise.
Past-service costs are recognised immediately
in the profit or loss.
Defined contribution plan:
A defined contribution plan is a pension
plan under which the Company pays fixed
contributions to a separate entity and has no
legal or constructive obligations to pay further
contributions if the fund does not hold sufficient
assets to pay all employees the benefits relating
to employee service in the current and prior
periods. Contributions paid are directly registered
in the profit and loss during the year they are
paid. The commitment of the Company is limited
to the contributions that the Company agreed to
pay into the fund on behalf of its employees.
Non subordinated debts
Debts are recorded at their reimbursement
value. Where the amount repayable on account
is greater than the amount received, the
64
difference is recorded in the profit and loss
account when the debt is issued.
Deferred income
This liability item includes income received
during the financial year but relating to a
subsequent financial year.
Net turnover
Net turnover comprises sales of gas and
electricity provided as part of the Company's
ordinary activities, net of discounts, valueadded tax and other taxes directly linked to
sales. Trading sales are not included as they
are shown net of supplies, which is part of the
policy to consider trading as a means to reduce
procurement costs.
Other operating income
Other operating income comprises all income
only indirectly linked to usual business activities.
Income from financial assets
Dividend income is recorded when dividends
are paid.
Note 3 – Authorisations
Following the two European directives 2003/54
and 55 of 26th June 2003 concerning common
rules for the internal markets in electricity and
natural gas and the laws that transposed these
directives into national laws, namely the laws
of 1st August 2007, as amended by the laws of
18th December 2009, 17th October 2010 and 7th
August 2012, regarding the organization of the
electricity and natural gas markets, transport
and distribution grid management activities
have been legally separated from the other
activities of electric or gas power generation
and sale.
Note 4 – Intangible assets
Movements for the year were as follows:
Concessions, GoodwillPayments
patents, licenses,
acquired
trademarks and
for valuable
similar rights
consideration
assets under
and assets
development
Gross book value - opening balance
€
on account TOTALTOTAL 20122011
and intangible
€
€
€€
394,250 1,530,000 65,710,545 67,634,79580,856,936
Additions for the year
69,351
3,750,000
26,581,568
30,400,919
Disposals for the year
0
0
0
0
0
Transfers for the year 0
0
0
0
(35,177,334)
463,601
5,280,000
92,292,113
98,035,714
67,634,795
Gross book value - closing balance
21,955,193
Accumulated value adjustment opening balance
Allocations for the year (15,571)(956,250)
0 (971,821)(642,252)
(135,556)
(318,750)
0
(454,306)
Reversals for the year
0
0
0
0
(329,569)
0
Transfers for the year
0
0
0
0
0
(151,127)
(1,275,000)
0
(1,426,127)
(971,821)
312,474
4,005,000
92,292,113
96,609,587
66,662,974
Accumulated value adjustment closing balance
Net book value - closing year The Company acquired the customer base of
the municipality of Dudelange in 2012 for an
amount of EUR 3,750,000 with effective date 1st
January 2013 included in the caption “Goodwill
acquired for valuable consideration”.
Under a contract signed with RWE, total
advance payments for EUR 89,466,245 (2011:
EUR 65,710,545) related to the financing of two
pulverized coal fired power plants have been
made by the end of 2012 (see also note 24).
Through this payment Enovos Luxembourg S.A.
will be guaranteed a long term flat base load
supply of 50 MW per year starting in 2013 for
25 years with a possible extension of another 15
years.
65
Note 5 – Tangible assets
Movements for the year were as follows:
Land and
Other
Payments on
TOTALTOTAL buildings
fixtures and
account and 20122011
fittings, tools
tangible assets
and equipment
in course of
construction
Gross book value - opening balance
€
€
€
€€
22,517,621 6,992,744 59,515,14089,025,50526,889,036
Additions for the year
0
144,400
27,189,458
27,333,858
Disposals for the year
(22,517,621)
(2,876,009)
0
(25,393,630)
0
Transfers for the year 0
0
0
0
35,177,334
0
4,261,135
86,704,598
90,965,733
89,025,505
(10,965,812)
(3,585,158)
0
(14,550,969)
(13,353,345)
(877,531)
(810,873)
0
(1,688,404)
(1,197,624)
Reversals for the year
11,843,342
1,141,234
0
12,984,576
0
Transfers for the year
0
0
0
0
0
closing balance
0
(3,254,797)
0
(3,254,796)
(14,550,969)
Net value book at end of year 0
1,006,338
86,704,598
87,710,936
74,474,536
Gross book value - closing balance
26,959,135
Accumulated value adjustment opening balance
Allocations for the year Accumulated value adjustment -
The Company is participating in the construction
of the 11th turbine at the Vianden pumping station
of SEO (see also note 24). This investment
qualifies as a finance lease and consequently
has been recorded in the books of Enovos
Luxembourg S.A. As of 31st December 2012,
the Company has recognised an amount of
EUR 83,250,000 in its accounts. This amount is
posted under the caption “Payments on account
and tangible assets in course of construction”
and a corresponding amount of EUR 81,265,561
is posted under the caption “Other creditors
becoming due and payable after more than one
year”.
66
As of 19th December 2012, Enovos Luxembourg
contributed its building located in Strassen, 2,
Rue Thomas Edison, to the newly incorporated
Company, Real Estate Strassen S.A. for a
contribution value of EUR 36,000,000 in
exchange of 100% of the shares of the Company
(see also note 6). The resulting gain on sale has
been, in accordance with the tax law art. 54 LIR,
immunized in a specific reserve shown under the
caption "immunised appreciation".
Note 6 – Financial assets
Movements for the year were as follows:
Affiliated undertakings Undertakings with
which the company
Loans
is linked by virtue of
held as
participating interests
fixed assets
Shares LoansShares Loans
Value at beginning of the year
Total 2012
and claims
€€€€€€
294,561,533
39,139,104
45,520,179
860,771
44,552,562
20,762,885
410,000
0
1,896,140
67,621,586
4,796,930
2,709,949
0
0
0
7,506,879
Additions for the year
PNE BG Ohretal GmbH
0 380,081,586
Enovos Deutschland Verwaltungs SE
1,317,4840000
1,317,484
Ceduco S.A.
Real Estate Strassen S.A.
2,438,1470000
2,438,147
36,000,0000000
36,000,000
Encasol S.A.
00
320,00000
320,000
Südweststrom Windpark GmbH 0
0
90,000
0
0
90,000
Energiepark Trelder Berg GmbH
0
3,747,000
0
0
0
3,747,000
Ferme Eolienne de la côte du Gibet S.à r.l.
0
14,305,936
0
0
0
14,305,936
Sundry loans
0000
1,891,640
1,891,640
Guarantees
Disposals for the year
0000
4,500
4,500
(10,705,000)
(7,573,401)
0
(539,258)
0
(18,817,659)
Enovos Energie Deutschland GmbH
(10,705,000)0000
(10,705,000)
Ceduco S.A.
000
(400,000)0
(400,000)
La Benâte Energies S.à r.l.
0
(406,671)
0
0
0
(406,671)
Energiepark Trelder Berg GmbH
0
(500,000)
0
0
0
(500,000)
Enovos Solar Investments I S.r.l. Unipersonale
0
(9,463)
0
0
0
(9,463)
Ferme Eolienne de la côte du Gibet S.à r.l.
0
(1,830,925)
0
0
0
(1,830,925)
(4,826,341)
0
0
0
(4,826,341)
Enovos Solar Investments II S.r.l. Unipersonale
0
NordEnergie S.A.
000
(109,258)0
(109,258)
Steinergy S.A.
000
(30,000)0
(30,000)
Allocations of value adjustment for the year (2,438,147)
Ceduco S.A.
0
(840,000)
(195,519)
0
(3,473,666)
(2,438,147)0000
(2,438,147)
Südweststrom Windpark GmbH 0
0
(840,000)
(195,519)
0
(1,035,519)
Reversals of value adjustment for the year
0
0
0
400,000
0
400,000
Ceduco S.A.
000
400,0000
400,000
Value at end of the year
325,970,947
52,328,588
45,090,179
525,994
1,896,140
425,811,848
67
During the year, the Company completed a
number of transactions.
•O
n 23rd April 2012, the Company acquired
80% of PNE Biogas Ohretal GmbH for EUR
4,796,930, a company which operates
a biomethane plant located in Satuelle
in Northern Germany.
• In September 2012, the Company took a stake
of 88.98% in the Company Foratis Gruendungs
GmbH (subsequently renamed Enovos
Deutschland Verwaltungs SE). This Company
will manage the participations of Enovos
Luxembourg in Germany. In this context the
stake in Enovos Energie Deutschland GmbH
has been sold for EUR 10,705,000 to this new
entity.
•E
novos Luxembourg S.A. created a joint
venture with the group Cactus named Encasol
S.A., whereby both companies contributed
EUR 320,000 each.
•A
s of 23rd July 2012, Enovos Luxembourg, in
the context of the restructuring of Ceduco
S.A., decided to contribute a cash amount of
EUR 2,038,147 and a shareholder loan for EUR
400,000 as capital increase. Subsequently
the Company acquired the remaining 50%
of the shares from DuPont de Nemours
(Luxembourg) S.à r.l. for an amount of EUR
1. The installations of Ceduco S.A. were
then sold for EUR 1 and the shares were
68
subsequently depreciated for a total amount
EUR 2,438,147. The existing provision of the
shareholder loan and the existing provision for
risks have been reversed under the caption
“Other operating income” for a total amount
of EUR 2,400,000 (see also note 19).
• As of 19th December 2012, Enovos Luxembourg
transferred its building situated 2 Rue Thomas
Edison to Real Estate Strassen S.A. for an
amount of EUR 36,000,000. The realised profit
was accounted for under the caption Immunised
appreciation (see also notes 5 and 10).
• The participation in Südweststrom Windpark
GmbH was completely depreciated in 2012,
since the Board of Directors decided not to go
further in this investment.
• In November 2012, Enovos International S.A.
assigned the loans previously granted to the
subsidiaries Energiepark Trelder Berg GmbH
and Ferme Eolienne de la côte du Gibet S.à r.l.
to the Company for a residual amount of EUR
3,747,000 and EUR 14,305,936 respectively.
• The Company contributed a loan of EUR
1,562,000 to an industrial partner in Germany
and another loan of EUR 329,640 to a partner
in Belgium, both loans being granted with the
view of probable future investments.
The loans above bear an interest calculated at
arm’s length conditions.
The Company holds the following affiliated undertakings and participating interests (all above 20%,
except Twinerg):
Company name
Headquarters Proportion
Enovos Deutschland AG
Last
Shareholders' Of which profit
%
Net book
€
€
€
Germany
86.20%
31/12/2012
185,291,538 69,644,408 99,771,716
LuxEnergie S.A.
Luxembourg
60.35%
31/12/2012
37,155,223
4,309,496
5,213,935
Twinerg S.A. (*)
Luxembourg
17.50%
31/12/2012
41,338,771
(6,529,633)
4,338,137
Germany
100%
31/12/2012
869,839
(195,209)
1,867,083
Steinergy S.A.
Luxembourg
50%
31/12/2012
243,547
103,528
50,000
Soler S.A.
Luxembourg
50%
31/12/2012
9,705,509
(560,509)
4,937,500
954,390
Windpark Mosberg GmbH & Co KG (*)
Cegyco S.A.
Luxembourg
50%
31/12/2012
2,212,483
(219,540)
Ceduco S.A. Luxembourg
100%
31/12/2012
6,508
(1,510,919)
0
NordEnergie S.A.
Luxembourg
33.33%
31/12/2012
445,454
39,993
100,000
Energieagence S.A. (*)
Luxembourg
40%
31/12/2011
433,213
4,502
148,736
Energiepark Trelder Berg GmbH (*)
Germany
80%
31/12/2012
1,463,906
294,726
11,900,000
Enovos Generation GmbH (*)
Germany
100%
31/12/2012
23,120
(385)
25,000
Enovos Power Beteiligung GmbH (*)
Germany
100%
31/12/2012
27,328
1,098
25,000
France
100%
31/12/2012
81,109
(213,186)
3,160,525
Enovos Solar Investments I S.r.l. Unipersonale
Italy
100%
31/12/2012
567,741
69,016
1,069,880
Enovos Solar Investments II S.r.l. Unipersonale
Italy
100%
31/12/2012
8,467,876
602,860
10,830,781
Aveleos S.A. (*)
Luxembourg
59.02%
31/12/2012
54,301,990
7,000,051
31,791,750
Leo S.A.
Luxembourg
100%
31/12/2012
126,562,296
7,845,498
149,940,712
La Benâte Energies S.à r.l. (*)
Ferme Eolienne de la côte du Gibet S.à r.l. (*)
Biogas Ohretal GmbH (*)
Biopower Tongeren NV (*)
Encasol (*)
Enovos Deutschland Verwaltungs SE
Real Estate Strassen S.A. (*)
France
100%
31/12/2012
61,894
67,896
51,900
Germany
80%
31/12/2012
(370,967)
46,715
4,796,930
Belgium
24.90%
31/12/2012
2,710,119
216,077
472,671
Luxembourg
50%
31/12/2012
580,646
(59,354)
320,000
Germany
88.98%
31/12/2012
116,978
(3,022)
1,317,484
Luxembourg
100%
31/12/2012
35,953,029
(46,971)
36,000,000
(*) unaudited figures
The Board of Directors is of the opinion that no value adjustments are necessary for these investments.
Note 7 – Current assets
7.1. Stocks
7.2. Trade debtors
As of 31st December 2012, the Company owns a
gas stock of 32.2 GWh valued at EUR 839,252
(33.7 GWh and EUR 765,118 in 2011). A variation
of EUR 74,134 has been recognised in 2012 in the
P&L account.
Trade debtors are mainly related to energy sales
and trading activities.
Payments on account are advance payments to
suppliers of “green energy”, whose production of
electricity the company is obliged to purchase at
a prefixed tariff.
Impairment of current assets are computed for
the customers for whom the realization of the
outstanding receivable is not assured.
Value adjustments are recorded in the income
statement under "Value adjustments on elements
of current assets" for allowances for an amount
of EUR 1,139,330.
69
Note 8 – Amounts owed by and owed to affiliated undertakings
Note 9 – Prepayments
Enovos Luxembourg S.A. has entered into a cash
pooling agreement with Enovos International S.A.
under which the Company is paying / receiving
an interest rate based on Euribor 1 month plus or
minus a margin for loans and deposits respectively. As of 31st December 2012, the Company
was owed a cash amount of EUR 122,978,513 by
the parent company, amount recorded under
the caption “Amounts owed by affiliated undertakings”. In the same caption are included EUR
124,361,833, which are related to commercial
activities with affiliated undertakings.
In 2012, the caption includes mainly prepayments related to the purchase of biogas certificates in Germany of EUR 2,321,348 (2011:
EUR 0) and to green electricity certificates in
Belgium of EUR 1,064,126 (2011: EUR 0). Finally,
EUR 2,477,827 are related to clearing accounts
linked to the portfolio management and trading
activities (2011: EUR 0).
In 2012, the Company owed a cash amount of
EUR 667,487 to Enovos Solar Investments I S.r.l.
Unipersonale, amount recorded under the caption “Amounts owed to affiliated undertakings”.
Short term loans of EUR 5,149,216 are owed to
Enovos International. In the same caption are
included EUR 83,242,697, which relate to commercial activities. Finally a provision for interests to be paid on the long term loan of EUR
5,565,369 has been recorded.
A long term loan agreement of EUR
200,000,000 is related to the back to back
shareholder loan by Enovos International S.A.
from the proceeds of the 7 year retail bond
issued in June 2012 in consideration of the financing of current and future projects, including
the investments in conventional and renewable
energy generation.
An amount of EUR 23,270,000, representing
the Company’s tax debts, was owed to Enovos
International under the regime of the fiscal unity
with its parent company (see note 16).
70
Note 10 – Capital and reserves
The Company is required to allocate a minimum
of 5% of its annual net income to a legal reserve,
until this reserve equals 10% of the subscribed
share capital. This reserve may not be distributed.
As at 31st December 2012, the Company's subscribed capital was EUR 119,224,100. The capital
is fully paid-up and represented by 4,768,964
shares with a nominal value of EUR 25 each.
The movements for the year are as follows:
31/12/2011
Allocation of
Distribution
Profit for
Other
the previous
of dividends
the year
mouvements
31/12/2012
year's profit
Subscribed capital
€
€
€
€
€
€
119,224,100
0
0
0
119,224,100
0
0
0
122,458,503
Share premium
and similar premiums
Legal reserve
Other reserves
Profit brought forward
122,458,503
10,637,212
0
011,922,410
61,100,000
0*1)
0
061,100,000
44,221,851
27,168,827*1)
0
071,390,678
Immunised appreciation
Result for the financial year
Total
1,285,198*1)
00 00
23,615,759*2)23,615,759
56,829,361
(28,454,025)*1)(28,375,336) 20,096,262 20,096,262
414,471,027
0
(28,375,336)
20,096,262
23,615,759429,807,712
1)Decision of the ordinary general meeting of shareholders of 8th May 2012.
2)Capital gain from the sale of the building in Strassen (see also notes 5 and 6)
Note 11 – Provisions
11.1. Provisions for pensions and similar
obligations
Actuarial profits and losses are immediately recognised in the profit and loss account.
Under a supplementary pension scheme, Enovos
Luxembourg S.A. has contracted a defined benefit scheme for staff members who started their
employment at the Company before 1st January
2001. The Company is committed to pay a lump
sum at the retirement of each employee. The
amount reported in the balance sheet is estimated based on IAS 19 under the following assumptions:
In addition, in a defined contribution pension
scheme for employees who joined after 1st January 2001, the Company pays a contribution to
an insurance Company that is recorded under
expenses for the year. For 2012, expenses for the
defined contribution pension scheme amount to
EUR 281,730 (2011: EUR 217,773).
• retirement age taken into account for financing:
60 years
• yearly discount rate of 4.2%
• estimated wage at time of retirement.
The caption “Other provisions” comprises mainly
provisions to cover risks related to energy trading.
11.2. Other provisions
71
Note 12 – Amounts owed to credit institutions
In 2011, the amount was related to a single day
negative balance of the bank account in relation
to the cash pooling agreement with Enovos International S.A. It was not the case in 2012.
Note 13 – Deferred income
This caption relates to derivatives which are
used to hedge operations to be settled in subsequent years.
Note 14 – Staff costs
The Company’s staff expenses include salaries, social security costs as well as costs for
the pension plan. Total staff costs amount EUR
14,431,540 in 2012 (2011: EUR 13,348,513).
141 people were employed by the Company
on average in 2012 (2011: 123).
Note 15 – Value adjustments in respect of tangible and intangible fixed assets
2012 2011
€
€
454,306 329,569
Value adjustments in respect of intangible fixed assets (note 4)
Value adjustments in respect of buildings (note 5)
877,531 918,839
Value adjustments in respect of tangible fixed assets (note 5)
810,873 278,785
2,142,710 1,527,194
Total
72
Note 16 – Income Tax
Enovos Luxembourg S.A. is subject to all taxes
applicable to Luxembourg companies and the
tax provisions have been provided in accordance
with the relevant laws.
As the liabilities to tax authorities are generally
becoming due after less than one year, it has
been decided to reclassify the amounts owed to
the parent company accordingly.
Since 2009, Enovos Luxembourg S.A. is part of
the fiscal unity with Enovos International S.A.,
Cegedel International S.A. and Enovos Ré S.A..
In 2012, LEO S.A. became also part of that fiscal
unit. In the frame of the fiscal unity, the taxes are
recorded as follows:
In order to benefit from the fiscal unity regime,
the companies concerned have agreed to be
part of the fiscal unity for a period of at least five
financial years. This means that if the conditions
laid down in Article 164bis LIR (Income tax law)
are not met at any time during this five year period, the fiscal unity ceases to apply, retroactively,
as from the first year in which it was granted.
• Tax expenses are booked in the subsidiaries'
accounts as would be the case if no tax unity
exists;
• Tax savings relating to a loss-making subsidiary
are reallocated to this subsidiary in the same
year as the loss arises; these tax savings are recorded as income in the head of the fiscal unity;
• The head of the fiscal unity (i.e. Enovos International S.A.) books the tax provisions on the
basis of the consolidated results of the companies included in the fiscal unity.
Note 17 – Net turnover
Movements for the year were as follows:
2012
2011
€
€
Electricity sales and accessories for the supply of electricity
648,427,675
488,961,576
Gas sales and accessories for the supply of gas
907,415,869
765,622,233
13,666,851
2,574,746
Other sales
Total
Due to the change of accounting policies, an
amount of EUR 2,574,746 has been reclassified
from other operating income to Net turnover
under the caption Other sales and an amount
of EUR 9,185,947 has been reclassified from Net
1,569,510,3961,257,158,555
turnover under the caption Gas sales and accessories for the supply of gas to Raw materials and
consumables.
Trading sales are not included in the amounts.
73
Note 18 – Income from financial assets
Note 20 – Extraordinary income
This caption includes dividends received from
affiliated undertakings and other participations.
In 2011, this caption included the reversal of
provision for the merger with Luxgas S.à r.l.. No
extraordinary income was recorded in 2012.
Note 19 – Extraordinary charges and other
operating income
On the 30th June 2012, the Company entered
into a settlement agreement, under which an
amount of EUR 2,433,867 has been paid to
DuPont de Nemours (Luxembourg) S.à r.l., as
final compensation for the early termination of
the joint venture in Ceduco S.A.
The reversal of a provision for risks related
to the financial exposure of Ceduco S.A. for
EUR 2,000,000, as well as the reversal of the
depreciation of the loan to Ceduco S.A. of EUR
400,000 have been posted under the caption
“Other operating income” (see also note 6).
74
Note 21 – Remuneration paid to members of the
administration and supervisory bodies
Remuneration paid to members of the board
totalled EUR 436,750 (2011: EUR 387,500). No
advance or loan was granted to members of the
administration and supervisory bodies, nor was
any commitment given on their behalf in respect
of any form of guarantee.
Note 22 – Financial derivatives
These contracts are not accounted for in the
balance sheet as the Company has opted to not
apply the option to use fair value accounting in
its annual accounts. Only the unrealised losses
are accounted for in P&L according to prudence
principles.
The Company is further engaged in spot and
forward electricity and gas trading on organised
markets and by private sales. These transactions
are made using different instruments. Among
these instruments are forward contracts, which
imply final delivery of electricity and gas, swap
contracts, which entail promises of payment to
and from counterparties in conjunction with the
difference between a fixed price and a variable
price indexed on underlying products, options or
other contractual agreements.
Derivative financial instruments – Sell positions
31/12/2012
31/12/2011
€
Financial derivatives on electricity futures
225,534,693
93,811,735
7,471,149
6,874,620
41,577,204
1,768,584
Swap on coal
Other financial derivatives
Total
€
274,583,046102,454,938
Derivative financial instruments – Buy positions
31/12/2012
31/12/2011
€
Financial derivatives on electricity futures
Swap on coal
Other financial derivatives
Total
€
(224,246,442)
(86,781,908)
(7,635,860)
(6,226,388)
(53,854,718)
(218,855)
(285,737,020)(93,227,151)
The total nominal value (purchases and sales) of derivatives contracts and the net fair value break
down as follows:
31/12/201231/12/2011
Financial derivatives on electricity futures
Swap on coal
Other financial derivatives
€€
Nominal value
Fair value
Nominal value
Fair value
3,611,407,538
1,288,251
2,604,338,260
7,029,827
95,330,858
(164,711)
148,843,061
648,232
509,542,020
(12,277,515)
57,637,998
1,549,729
75
Note 23 – Related parties transactions
During the financial year, the Company does
not conclude any significant transactions with
related parties which are not done at market
price.
Note 24 – Off-balance-sheet commitments
Commercial commitments
The Company concluded a number of forward
contracts for the purchase and sale of electricity
and gas as part of its usual operations. The
Company thus has contracted purchase
commitments for physical delivery of electricity
and gas amounting to 2,107 EUR million as of
31st December 2012 (2011: EUR 520 million).
The amount of the above forward purchase
contracts include only forward contracts signed
with counterparties. In addition the Company
concluded several long term gas sourcing
contracts until 2016 amounting to EUR 1,246
million as of 31st December 2012.
Enovos Luxembourg S.A. also committed to buy
an annual 100 MW band of electricity from a
local producer until 31st December 2015.
In the context of an investment participation
(finalized in 2012) in two pulverized coal fired
power plants of RWE AG, Enovos Luxembourg
also committed to buy a flat base load of 50MW
of electricity per year until the year 2037.
Financial commitments
Enovos Luxembourg S.A. has issued a counterguarantee for Electrabel S.A.'s benefit and
in relation to the financing of the Twinerg
combined turbine power plant for a total amount
of EUR 6,378,906 as at 31st December 2012
(2011: EUR 8,162,187). A further counterguarantee of EUR 2,100,000 has been issued for
GDF-Suez, also in relation with the financing of
Twinerg (2011: EUR 2,100,000).
Enovos Luxembourg S.A. took over a
commitment related to a Memorandum of
Understanding signed with SEO S.A., RWE
76
Power AG and the State of Luxembourg for the
enlargement of the Vianden pumping station.
Enovos Luxembourg S.A. will thus have the right
to 100 MW on a virtual basis that is half the
production of a new turbine to be built. Under an
amendment dated 16th June 2011 the Company
committed to finance for the part of its rights
in the Vianden pumping station the bank loan
contracted by SEO.
Enovos Luxembourg has issued to the lenders
of Biogas Tongeren NV a guarantee for a total
amount of EUR 9,509,926.
The Company further entered in 3 CO2 swaps
transactions in order to hedge the power
procurement prices under the 50 MW RWE
agreement (see above). As at 31st December
2012, the net fair value of the swaps transactions
is -1.242 million. (2011: -1.159 million).
Bank guarantees
The Company has issued a number of bank
guarantees in favour of its suppliers in the
context of its regular business for a total amount
of EUR 10,181,843 (2011: EUR 12,272,857).
Other commitments
Enovos Luxembourg S.A. has a call option to
increase its stake in Biogas Tongeren NV from
24.9% to 45% after the end of a certain period
which cannot be later than 1st January 2018.
For electricity and gas trades Enovos
Luxembourg has issued parental support
letters to counterparties amounting to EUR
30,000,000.
For electricity and gas trades Enovos
Luxembourg has received by counterparties
parental support letters amounting to EUR
10,000,000.
Note 25 – Post-balance sheet events
No major post balance-sheet event has occurred.
Energy for Luxembourg |
mobistroum
77
Energy for Luxembourg
78
4 Independent Auditor’s report
To the Shareholders of Enovos Luxembourg S.A.
Report on the annual accounts
We have audited the accompanying annual
accounts of Enovos Luxembourg S.A., which
comprise the balance sheet as at 31 December
2012, the profit and loss account for the year
then ended and a summary of significant
accounting policies and other explanatory
information.
Board of Directors’ responsibility for the annual
accounts
The Board of Directors is responsible for the
preparation and fair presentation of these annual
accounts in accordance with Luxembourg
legal and regulatory requirements relating
to the preparation of the annual accounts,
and for such internal control as the Board of
Directors determines is necessary to enable the
preparation of annual accounts that are free
from material misstatement, whether due to
fraud or error.
Responsibility of the “réviseur d’entreprises
agréé”
Our responsibility is to express an opinion
on these annual accounts based on our
audit. We conducted our audit in accordance
with International Standards on Auditing as
adopted for Luxembourg by the “Commission
de Surveillance du Secteur Financier”. Those
standards require that we comply with ethical
requirements and plan and perform the audit
to obtain reasonable assurance about whether
the annual accounts are free from material
misstatement.
An audit involves performing procedures to
obtain audit evidence about the amounts
and disclosures in the annual accounts. The
procedures selected depend on the judgment of
the “Réviseur d’entreprises agréé”, including the
assessment of the risks of material misstatement
of the annual accounts, whether due to fraud
or error. In making those risk assessments, the
“Réviseur d’entreprises agréé” considers internal
control relevant to the entity’s preparation and
fair presentation of the annual accounts in order
to design audit procedures that are appropriate
in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness
of the entity’s internal control. An audit also
includes evaluating the appropriateness of
accounting policies used and the reasonableness
of accounting estimates made by the Board
of Directors, as well as evaluating the overall
presentation of the annual accounts.
We believe that the audit evidence we have
obtained is sufficient and appropriate to provide
a basis for our audit opinion.
Opinion
In our opinion, the annual accounts give a true
and fair view of the financial position of
Enovos Luxembourg S.A. as of 31 December
2012, and of the results of its operations for the
year then ended in accordance with Luxembourg
legal and regulatory requirements relating to the
preparation of the annual accounts.
Report on other legal and regulatory
requirements
The management report, which is the
responsibility of the Board of Directors, is
consistent with the annual accounts.
PricewaterhouseCoopers, Société Coopérative
Represented by
Luc Henzig
Luxembourg, 15th March 2013
79
Enovos Luxembourg Annual Report is published in English.
We would like to thank all those involved in the preparation and publication of this annual report.
Publication team:
Under the leadership of Corporate Communication Department of Enovos
Design and artwork:
binsfeld, Agence en communication
Photos:
Blitz
Archives Enovos
Printers:
Imprimerie Faber
Energy for today.
Caring for tomorrow.
Enovos Luxembourg S.A.
2, rue Thomas Edison L-1445 Luxembourg
Postal address: L-2089 Luxembourg
Tel.: (+352) 2737-1 Fax: (+352) 2737-6111
enovos.eu
Customer Service Center
in Strassen, Luxembourg-City, Bertrange,
Ingeldorf and Esch-sur-Alzette
Serviceline: 8006-6000 (freephone number)
[email protected]
Annual Report 2012
Enovos Luxembourg