Press release
Boulogne-Billancourt, 5 April 2017

Encouraging Group operating performance in 2016, with the exception of the Security division

Sequana reports full-year sales of €2,975 million (down 9.9%) and EBITDA of €107 million (down 14.9%)

Given the major changes in Arjowiggins' reporting structure in 2016 and in 2015, the operating data presented and analysed for both periods have been restated to include the contribution of the businesses sold up to the date of their disposal.

- Pro forma sales down 7.0% to €2,933 million (down 3.5% at constant exchange rates)

- Pro forma EBITDA stable year on year at €105 million at a constant reporting structure for Arjowiggins; EBITDA margin up by 0.2 points to 3.6%

o Antalis delivered a resilient performance: EBITDA was €88 million, equivalent to last year at constant exchange rates in a sharply declining paper market.

o Arjowiggins' pro forma EBITDA improved by 14% to €28 million, reflecting the marked turnaround in the operating performances of the Arjowiggins Graphic and Creative Papers divisions

Excluding the Security division, Arjowiggins' pro forma EBITDA jumped from €15 million in 2015 to €41 million this year (like-for-like).

- Net loss of €52 million, after recording non-recurring expenses of €72 million

- Net debt of €315 million, with a net debt/EBITDA ratio of 2.9

Litigation with British American Tobacco (BAT)

- On 31 March 2017, Sequana lodged an appeal against the decision handed down by the High Court of Justice of London on 10 February 2017 ordering it to pay BAT an amount of $138.4 million in principal capped at the amount of the second dividend (€135 million) plus interest (€17 million). The Court granted a stay of execution pending the decision of the Court of Appeal and also ordered Sequana to pay part of BAT's legal costs totalling £9.6 million

- Sequana has taken legal advice and considers that it still has solid legal arguments to raise on its own appeal, notably in relation to the application of Article 423 of the Insolvency Act concerning the second dividend. On the strength of these arguments and the decision handed down in the first judgment, rejecting all of BAT's claims based on the Companies Act, no provision was set aside in relation to this matter in the accounts for the year ended 31 December 2016. The appeal is unlikely to be heard before 12 to 18 months.

The Group continues to implement the strategic plan announced on 15 February 2017

- Sale of Arjowiggins Security BV (Dutch-based banknote business) should be finalised in May
- A disposal process concerning the rest of the Security division has been initiated
- The planned IPO of Antalis is underway and should be finalised before 30 June 2017
- Sequana reiterates its aim of rapidly exiting the preventive procedure (procédure de sauvegarde) which it entered on 15 February 2017

Sequana's Board of Directors' meeting in Boulogne-Billancourt on 4 April 2017 examined and approved the FINANCIAL statements for 2016.

Condensed analytical income statement

(1) 2016 pro forma data exclude the contribution of Arjowiggins Healthcare which was sold in June 2016.
(2) 2015 pro forma data presented in 2016 exclude the contribution of the Arjowiggins businesses sold in H1 2015 (Security Solutions and Brazilian banknote business) and in H1 2016 (Arjowiggins Healthcare).
(3) Recurring operating income before depreciation and amortisation and excluding movements in provisions, corresponding to EBITDA as used previously by the Group
(*) Percentage and margin changes are based on figures rounded out to one decimal place.

Pro forma consolidated sales were €2,933 million for the year, down 7.0% on 2015 at a constant reporting structure for Arjowiggins (and down 3.5% at constant exchange rates). This decrease mainly reflects the marked decline in the banknote business of the Security division and lower volumes of printing papers on both the distribution and production sides of the business in a tougher-than-expected market. The negative forex impact, which mainly affected Antalis, amounted to €113 million.

Pro forma EBITDA came in at €105 million versus €106 million in 2015, a drop of 1.1% at a constant reporting structure for Arjowiggins. The decline in volumes of banknote and printing paper and the negative forex impact were partially offset by lower overheads in the Graphic and Creative Papers divisions of Arjowiggins (following the closure of Wizernes and Charavines mills), and by an improved product mix thanks to good growth in the Packaging and Visual Communication businesses of Antalis, as well as by lower prices for raw materials and energy. EBITDA margin improved by 0.2 points to 3.6% of sales.

Pro forma recurring operating income grew by 7.5% from €57 million in 2015 at a constant reporting structure for Arjowiggins to €61 million this year. Pro forma operating margin came in 0.3 points higher at 2.1% of sales.

With the exception of estimated legal fees accrued for the forthcoming appeal, no provision was set aside for the litigation with BAT in the accounts at 31 December (see Litigation with BAT). Sequana recorded net non-recurring expenses of €72 million, mainly comprising €14 million in legal costs related to the litigation with BAT, €18 million in asset write-downs (taken mainly by the Security division), €10 million for a quality-related legal dispute in the Security division, and restructuring costs of €26 million (mainly for Antalis).

After deducting net finance costs and taxes, net loss attributable to owners was €52 million for the period, compared with a net loss of €67 million in 2015.

Consolidated net debt stood at €315 million at end-December 2016, compared to €235 million at end-December 2015, notably reflecting €93 million in disbursements for non-recurring items, partially offset by €25 million worth of proceeds from disposals. The financial leverage ratio was better than expected at 2.9.

The consolidated financial statements are currently being audited and the audit report will be issued once procedures have been completed (by the end of April).

Litigation with BAT

Following the decision of the High Court of Justice of 11 July 2016 in the litigation between Sequana and British American Tobacco (BAT), and the subsequent hearings in January and February 2017, in a decision handed down on 10 February 2017, the Court:

• ordered Sequana to pay to BAT an amount of $138.4 million pursuant to section 423 of the Insolvency Act. Such amount could be increased overtime to match any further sums BAT would be required to pay towards the depollution of the relevant sites in the United States, but it would in any event be capped at the amount of the dividend (€135 million) plus interest (€17 million);
• granted both parties permission to appeal the judgment dated 10 February 2017;
• granted a stay of execution of the 10 February 2017 judgment pending the decision to be made by the Court of Appeal on the liability in principal;
• ordered payment by Sequana of part of BAT's legal costs up to an amount of £9.6 million, with interim payment of £5.8 million (€6.5 million) to be made on 5 May 2017.

As a reminder, in a first judgment handed down on 11 July 2016, the High Court of Justice:

• rejected all of BAT's claims based on the Companies Act and acknowledged that the decisions made by the directors of Sequana's English subsidiary in 2008 and 2009 were not made in breach of their duties and were valid ;
• rejected part of BAT's claims based on the Insolvency Act and relating to the first dividend of €443 million distributed in December 2008, but accepted the claim on the second dividend of €135 million paid in May 2009, considering that this latter distribution was linked to the sale of Windward Prospects Ltd by Sequana and therefore fell within the scope of section 423 of the Insolvency Act. At this stage, the court had not ruled on the amount of damages relating to this second dividend.

On 31 March 2017, Sequana lodged an appeal against the substance of the decisions made against it, notably in relation to the application of Article 423 of the Insolvency Act concerning the second dividend. The BAT Group lodged an appeal against the decisions made against it regarding its claims under the Companies Act.

Sequana has taken advice and at the reporting date considers that it still has solid legal arguments to raise on the appeal which it has brought, notably in relation to the application of Article 423 of the Insolvency Act concerning the second dividend. Consequently, on the strength of these arguments, and considering that the position it took in July 2016 (after the Court rejected BAT's claims based on the Companies Act in its first judgement) is still subject to the same degree of legal uncertainty pending the decision of the Court of Appeal in approximately 12 to 18 months, no provision was set aside in relation to this matter in the accounts for the year ended 31 December 2016.

Significant events of the year and recent developments

In order to strengthen its financing capacity, at the end of H1 2016, Arjowiggins sold Arjowiggins Healthcare to Meeschaert Private Equity in partnership with the company's executive management TEAM for an enterprise value of €33 million, as well as the residual 15% stake it held in its former security solutions subsidiaries, Arjo Systems and Arjo Solutions, to Impala Group for an amount of
 €7 million.

The preventive procedure (procédure de sauvegarde) opened on 15 February 2017 is continuing and Sequana has reiterated its aim of exiting this procedure rapidly. The sale of Arjowiggins Security BV to Oberthur Fiduciaire should be finalised in May, once an opinion has been issued by the relevant work councils. A disposal process concerning the Security division has also been initiated.

Sequana has confirmed its intention of conducting an IPO of Antalis by distributing between 10% and 30% of Antalis International shares to its shareholders. Preparatory work is in progress and the IPO should be finalised in June.

Sequana also contracted bridge loans in November 2016 and March 2017 with Bpifrance Participations and Impala Group, respectively, for an amount of €32 million in exchange for a partial pledge on Antalis International shares. At the same time, it strengthened Arjowiggins' equity capital. These loans will be redeemable in cash or in Antalis International shares.

Outlook

As borne out by trends witnessed in the first few months of the year, the decline in demand for printing papers looks set to continue for the rest of the year. However, business should remain brisk in the Group's other markets (i.e., Packaging, Visual Communication and Arjowiggins' specialty businesses).

Antalis should continue to benefit from lower overheads driven by the continued adaptation of the supply chain for greater flexibility, improved margins as a result of the product mix transformation strategy and the positive impact of acquisitions completed in late 2016. The contribution of Packaging and Visual Communication to Antalis' overall margin should continue to grow.

Arjowiggins should continue to reap the rewards of the positive impact of industrial restructuring in the Graphic and Creative papers divisions. The cost of raw materials (essentially pulp and latex) and energy should be higher than in 2016. Arjowiggins' results will continue to be hit by the operating performance of the Security division, especially in H1 2017. The sale of Arjowiggins Security BV to Oberthur Fiduciaire should complete in May and make it possible to launch a recovery plan for the French banknote business should the disposal process be unsuccessful.

Commenting on the full-year results, Sequana's Chairman and Chief Executive Officer Pascal Lebard said: “the Group's 2016 operating performances reflect not just Antalis' resilience – despite being hit by a negative forex impact in tough market conditions – but also the marked turnaround in the operating performances of the Graphic and Creative Papers divisions. Nevertheless, Arjowiggins' overall results were held back by deteriorating operational performances in the Security division. The measures announced on 15 February (sale of VHP and the rest of the Security division) will provide a response to the major difficulties encountered by this division over the past two years. Finally, provided it is approved by the shareholders, the planned IPO for Antalis will unlock its value. It will also provide Sequana with the additional financial resources needed to run its operations and meet its obligations.

Financial position

The Group complied with all bank covenants concerning Antalis' syndicated credit facilities at 31 December 2016: 

Antalis

Net debt/EBITDA = 2.9 (≤ 3.35)

Recurring operating income/net finance costs = 4.2 (≥ 2,30)

About Sequana
Sequana (Euronext Paris: SEQ) is a major player in the paper industry, boasting leading positions in each of its two businesses:
- Antalis: European leader in the distribution of paper and packaging products, with around 5,600 employees based in 43 countries.
- Arjowiggins: Global manufacturer of recycled and specialty papers, with around 2,800 employees.
Sequana reported sales of €3 billion in 2016 and employed some 8,500 people worldwide.

Sequana
Analysts & Investors
Xavier Roy-Contancin
+33 (0)1 58 04 22 80
Communication
Sylvie Noqué
+33 (0)1 58 04 22 80
contact@sequana.com
www.sequana.com

Image Sept
Claire Doligez
Priscille Reneaume
+33 (0)1 53 70 74 25
cdoligez@image7.fr
preneaume@image7.fr

APPENDICES

1. Analysis by business

Breakdown of sales by business

(1) 2016 pro forma data exclude the contribution of the Arjowiggins Healthcare business sold in H1 2016.
(2) 2015 pro forma data presented in 2016 exclude the contribution of the Arjowiggins businesses sold in H1 2015 (Security Solutions and Brazilian banknote business) and in H1 2016 (Arjowiggins Healthcare).

Antalis - Key figures

Sales were down by 6.3% year on year to €2,459 million (down 2.3% at constant exchange rates), reflecting primarily a negative forex impact for an amount of €109 million (mainly attributable to sterling) and the negative impact of the drop in paper volumes in a sharply declining market. However, business remained brisk in the Packaging and Visual Communication sectors, driven by acquisitions completed in 2015, which added €51 million to full-year sales. These businesses continued to increase their contribution to Antalis' overall margin, from 29% in 2015 to 33% this year (i.e., up 4 points).

EBITDA was close to the level reported in 2015, excluding the negative forex impact (€5 million, mainly attributable to sterling), and stood at €88 million (2015: €94 million). The negative impacts of lower paper volumes and unfavourable currency fluctuations were partially offset by an improved product mix and lower overheads. EBITDA margin was stable and represented 3.6% of sales.

Recurring operating income was €64 million, compared with €68 million in 2015. The operating margin also remained stable and amounts to 2.6% of sales.

In late 2016, Antalis continued its strategic development in the high-potential Packaging and Visual Communication sectors with the acquisitions of TFM Industrial and Gregersen in Peru and Norway, respectively. The group also played its part in the consolidation of the European paper distribution market with the acquisition of the Irish company Swan Paper. These acquisitions represent additional annual sales of around €24 million, however they only had a marginal impact on 2016 full-year sales.

Antalis kept its debt at €254 million (including acquisition financing requirements), compared to €232 million at 31 December 2015, thanks to tight control over its working capital requirements. Antalis' net debt/EBITDA ratio came out at 2.9.

Arjowiggins - Key figures

Arjowiggins' pro forma sales were down 11.9% year on year to €668 million (down 10.7% at constant exchange rates), mainly reflecting a persistently weak order book and sales in the Security division (down €38 million) and the continued decline in printing volumes. In the standard coated paper segment, this decline was accentuated by the closure of the Wizernes mill in 2015. Most of the specialty businesses held up well, especially eco-friendly papers, laminated, tissue paper and bookbinding.

Pro forma EBITDA grew by 14.0% year on year to €28 million on a like-for-like basis, and EBITDA margin improved by 0.9 points to 4.2%. This improvement confirms the marked turnaround in the operating performances of the Graphic and Creative Papers divisions and reflects the positive impact of the industrial restructuring plan in terms of lower overheads following the closure of Wizernes and Charavines mills, amplified by lower raw materials and energy costs. However, Arjowiggins overall earnings were penalised by the sharp decline in the operating performance of the Security division in the banknote paper segment (negative €13 million in 2016 versus positive €10 million in 2015).

Excluding the Security division, Arjowiggins' pro forma EBITDA jumped from €15 million in 2015 to €41 million this year on a like-for-like basis.

Pro forma recurring operating income was €9 million, up from €2 million last year (on a like-for-like basis). Operating margin improved by 1.1 points and represented 1.4% of sales.

In order to strengthen its financing capacity, in late June 2016, Arjowiggins sold Arjowiggins Healthcare to Meeschaert Private Equity, in partnership with the company's executive management team, for an enterprise value of €33 million, as well as its residual 15% stake in its former security solutions subsidiaries, Arjo Systems and Arjo Solutions, to the Impala Group for €7 million.

Arjowiggins' net debt stood at €49 million at 31 December 2016 versus €1 million at end-2015. The net debt/EBITDA ratio stood at 1.6.
 

2016 consolidated financial statements

Consolidated statement of financial position

Assets

Equity and liabilities

Consolidated income statement

Consolidated statement of cash flows