1804

Origins of the group

Our history in nutshell (1804 – today)

organigramme
The roots of the public limited company Brederode, specializing in international risk capital investments, reach deep and are closely linked to the defining moments in the economic history of Belgium and its former colony.

Its present structure is the result of a huge number of acquisitions and mergers and this both location-wise and time-wise.

This reorganization leading to the present structure took more than 40 years and started in 1970.

The six companies which were principally involved in this long process of acquisitions share the same characteristics each necessitating a change of course. These characteristics include, inter alia, having reached the end of the life cycle, possessing remaining assets which are easy to sell, being in a situation with unstable and unhappy shareholders. First and foremost these assets focus on promising future investments yielding increased long-term added value.

I.Auximines

The cornerstone of the future Brederode was laid in 1970 when the shareholder structure of the Compagnie Auxiliaire des Mines, in short Auximines, changed. The company was established in Brussels in 1899 and was named L’Accumulateur Sec and took a new name after the first World War. From the beginning it was a joint venture between the British group The Sussmann Electric Miners’ Lamp Company, Limited with registered office in London and a group of group of Belgian entrepreneurs having close links with the coal mining sector. The English had patents, in particular for their latest invention : a portable and rechargeable dry battery which was better and in each case safer than traditional batteries containing an acid liquid.

Auximines would regularly improve its products and was protected by new patents requested by its own research department. The company quickly became a major player on the Belgian market for the production and supply of portable electric lamps used by miners. Following the establishment of a French subsidiary in Douai in 1922 the company was able to expand its activities to the (former) departments Nord and Sarre.

Following the Second World War Auximines’ turnover grew rapidly and reached its peak in 1958. Subsequently the company was severely impacted by the closure of depleting mines. At the end of the sixties the company stopped its activities entirely.

Given those circumstances Auximines’ share capital had dwindled facilitating a change in the shareholder capital via the stock exchange.

Since its objectives had been reached, Auximines’ new management decided to use the proceeds from the sale of the last real estate assets for the acquisition of a second company

II.Belgo-Katanga

Around the same time a second opportunity surfaced in the form of a former colonial company. The shareholders were very diverse and its turnover and valuation suffered from the calamities following the independence of the Democratic Republic of Congo in 1960 : Belgo-Katanga.

This company was established in 1910, two years following the hand-over by king Leopold II of the vast territory of Congo Free State , until then his private property, to the Kingdom of Belgium.

Following the completion of the rail link from Capetown to Elisabethville (nowadays Lubumbashi), the newly founded capital of the mining province of Katanga, three of the pioneers who had earned success working in the holding owned by general Albert Thys, a businessman and the king’s financer at the time of Congo Free State decided to establish Belgo-Katanga. They came from three different countries : France, Belgium and Luxembourg. They had little financial means but a lot of knowhow nonetheless.

The expected arrival of the railroad in the mining province of Katanga had kindled the hope of a new eldorado, thereby enabling the founders to collect funds in Belgium and the North of France by offering their shares to the public at large by the mediation of several bankers and stockbrokers.

Belgo-Katanga’s first objective was threefold : the search for and the exploitation of mines and the establishment of commercial counters called « factoreries » and the creation of a share portfolio composed of shares in various local companies.

The success of the various prospecting expeditions based on the concession granted to them was rather limited. Moreover, the global economic downturn forced the company to shift its focus to a similar company, the Société Industrielle et Minière du Katanga (Simkat)  of which it became the main shareholder in 1913.

Simkat subsequently established the Compagnie des Ciments du Katanga (Cimenkat) and the Société d’Entreprises de Travaux en Béton au Katanga (Trabeka).

In 1924 the ‘factoreries’ belonging to Belgo-Katanga were closed or sold since they were no longer profitable and the company became a sort of investment trust or holding primarily managed by bankers and stockbrokers with less activities of its own. In this way it participated in various companies in the area around Katanga but later in Europe too. It paid a heavy price during the great depression from 1929-1935 and the dramatic decrease in value of the so-called colonial values in the ten years following the independence of the colony in 1960.

In 1973 Belgo-Katanga became fully controlled by Auximines and the companies linked with it which had in the meantime acquired the shares owned by two institutional investors.

In this way the second layer of the envisaged construction was laid.

III.Cotoni

A third layer came in 1976, when the  tandem Auximines-Belgo-Katanga joined forces with two families from Liege who tried to achieve much greater objectives than the two previous ones: Cotoni, short for  Compagnie Cotonnière et Industrielle. Following the purchases on the stock market and direct negotiations with certain historical institutional shareholders who were unhappy with the management this trio managed to collect a share package which largely exceeded the 20% held by the Société Générale de Belgique (Finoutremer) which had allowed it to take a more dominant position.

Cotoni was the (then) recently modified name of the Société Cotonnière Congolaise or « Cotonco », a company established at the initiative of the colonial administration in 1920 and which enjoyed the particular support of king  Albert I.

The Belgian State was in fact the first pioneer to introduce the white gold to the colony. When Cotonco was established the State became its main shareholder and this by way of compensation for the contribution in kind such as the threshing factories that were ordered in the United States. The private sector which was increasingly called upon was represented in particular by a number of investment banks and ‘textile barons’ from Ghent and Verviers.

In the course of the years Cotonco developed – according to government specifications – into a large-scale industrial company in Central Africa and became the largest cotton producer in Central Africa, not only in the Belgian Congo but also in Portuguese Angola and French West-Africa (nowadays the Republic of Chad). In colonial days the prominent directors mostly came from the public sector.

The shares of the Angola subsidiary Companhia Geral dos Algodoes de Angola (Cotonang) were listed on the Lisbon stock exchange and those in Compagnie Cotonnière Equatoriale Française (Cotonfran) on the Paris stock exchange.

At its peak in 1959 around fifty factories manufactured fibres from  190,000 tons of cottonseed, this being around 90% of the country’s production, bought from approximately 600,000 indigenous and independent growers for whom the company provided a lifeline.

The independence of the Belgian and French colonies in 1960 and the revolution in Angola in 1975 caused a fundamental change. Following the nationalization of the cotton industry only the Republic of Chad paid the former, foreign shareholders swiftly and correctly. Nevertheless, the losses Cotonco incurred in other countries were immense.

During the decade following Congolese independence Cotonco, now Cotoni, embarked on a large-scale reorganization which primarily led to new losses. The disappointed and unhappy shareholders were keen on selling their shares, which offered Auximines-Belgo-Katanga a new opportunity to realize its dream.

When they took over the reins with Cotoni in 1976 the new (main) shareholders joined forces with representatives from Société Generale de Belgique to jointly determine the boundaries of the areas they would influence. When this process was finalized, Société Generale de Belgique sold 20% of its shares in Cotoni to the new shareholders. The public was given the opportunity to keep its shares or to be no longer exposed to future risks if they agreed to a an  option to sell at the same price as the price Sociéte Generale de Belgique would receive. The price was offered in the form of a public offering initiated by a one of Cotoni’s subsidiaries, called Immobilière Brederode relating to the shares in the parent holding still owned by the public and payable against the issue of 10 year  Brederode bonds guaranteed by  Cotoni.

Brederode thus became an investment company and the participation amounting to 17% following the public offering was dissolved after Cotoni had distributed all of its Brederode shares amongst its shareholders.

These unusual transactions constitute the origins of the pyramid structure which existed for a long time within the  Brederode group.

From that moment onwards the duo Brederode-Cotoni co-existed in perfect harmony. The legal merger of the two companies took place in 1989 and resulted in the disappearance of the name Cotoni. For the purpose of having a streamlined organization we henceforth only used the name Brederode.

IV.Afrifina

Amongst around sixty strategic participations – often minority participations – Cotoni held at the end of 1976 and following the amicable division of areas of influence with Société Génrérale de Belgique there were shares amounting to around 20% of the share capital of a small, former colonial company called Afrifina. This company was listed on the Brussels stock exchange but was little known by the general public.

This company was established in 1929 under the name Bamboli Cultuur Maatschappij and its main shareholders had planned to establish hevea – the hevea is a rubber tree – plantations in the eastern province of the colony. The founders came from dynamic middle class circles and a few Antwerp bankers close to the political movement nowadays embodied by the CD&V party.

Bamboli also lost everything in Africa following the events of 1960. Surprisingly it succeeded in an industrial reorganization and established a subsidiary called Artilat, specializing in foam rubber items, in Nijlen in the Campine region near Antwerp. Bamboli which had become Afrifina succeeded in bringing into practise in Nijlen the industrial expertise it had acquired in the last years of the colony.

During many years Brederode was closely linked to the Antwerp families who had established the company and eventually bought their interests in the company. For a long time Artilat contributed to the Brederode group’s positive results, but this industrial subsidiary too had economic difficulties and the group sold it to an industrial buyer after the group had made many efforts to turn the tide.

In the meantime Afrifina had merged with Brederode in 2003.

V.Monceau-Zolder

We now need to go back further in time to explain Brederode’s largest acquisition, being the acquisition of  Charbonnages de Monceau-Fontaine in 1980 .

This concerns a company with roots dating back to 1804.

Following the white gold came the black gold, being coal, the main energy source of the 19th century.

The first Société de Monceau-Fontaine was established in 1804 during the reign of the emperor Napoleon. This was in fact the trading name of an association between noblemen, related chatelains and neighbours in Monceau-sur-Sambre and Fontaine l’Evêque, the heirs who according to feudal law had a concession to exploit the underground of their properties, and an influential lawyer from Mons, the capital of the Frech ‘département’ still belonging to France. The French Act of 1791 – called Mirabeau– on mines and with origins in the French Revolution stipulated that the underground no longer belonged to the king (or his vassals) but to the Nation, being the people.

In order to comply with this act and trusting the knowhow of their lawyer and their excellent relations with the heads of state of France, the Netherlands and Belgium they made a lot of effort to retain their former rights and to exploit coal on an industrial scale.

This was a lengthy process with many ups-and-downs and the trio and their successors had to face a great number of lawsuits and administrative difficulties as they dug into the ground.

Forty years later the Société Anonyme des Charbonnages de Monceau-Fontaine finally obtained the desired Royal Decree making their rights to the concession unambiguous and permanent determining the obligations resulting from this exploitation.

A few years later in 1852 Société Generale de Belgique,  which forty years earlier had been bailed out by the state, now came to the rescue of the ailing coal industry and held the reins firmly, for better or worse.

For more than a century this company was ‘the pearl in its crown’ and no opportunity was missed to buy adjacent competitors or to enter into mergers, thereby constantly expanding the scale of the concession and the possibilities of rationalization.

As from the end of the 19th century  Monceau-Fontaine was the primary coal producer of the country.

In its peak year of 1957 1,752,000 tons of coal was produced and the company employed over ten thousand people.

Then came the downfall: mines became depleted, the international competition was strong and social unrest imminent. The political world panicked and decided not to close loss-making mines and to cover losses without any guarantee of ever seeing the money back. In its attempts to avoid strikes and uproar the government gave Monceau-Fontaine over 9 billion Francs in subsidies between 1966 and 1980 This enabled the gradual closure of mines. People could be laid off with compensation and the company’s debts could be paid. The mines were closed definitely in 1980 and the Sociéte Générale de Belgique faced a long period of liquidation.

In this way a new opportunity arose for Brederode.

In 1982 Brederode offered the Société Generale de Belgique to buy its shares in the coal mine amounting to 33.8% and which had a very favourable financial buffer. In order to facilitate acceptance by Société Générale de Belgique  Brederode offered shares representing around 14.3% of the share capital of the Dutch coalmine Laura&Vereeniging which had been discreetly accumulated on the stock exchange and this by way of compensation. Laura&Vereeniging was in fact a thriving company which flourished thanks to an industrial reorganization and Société Generale owned  29% of the share capital. This exchange was soon finalized and each party initiated a public offering pertaining to its coal mine.

The reorganization of Monceau-Fontaine, which Société Générale de Belgique had begun a few years earlier, was continued by Brederode and is still ongoing today but has yielded substantial means for the group. These improved even when in 1988 Brederode convinced Société Générale de Belgique to sell its reference shares in the old Limbourg coal mines André-Dumont and Helchteren-Zolder-Houtalen that were in the process of being liquidated.

The three units were merged and Monceau-Zolder became the group’s main investment company.

As from 1978 Brederode decided to take advantage from the globalization of the economy and the free flow of capital and decided to establish a subsidiary in Luxembourg called Geyser. This new company grew organically and became in turn the group’s main subsidiary.

VI.La Liève

La Liève was a Ghent subsidiary with origins dating back to 1864. In 1989 this was still controlled by the descendants of the families which had transformed this company into a small holding, the industrial activities were located in one single subsidiary: La Lys-Liève.

Brederode was approached by a representative of the families who suggested Brederode would buy a 14% participation they still had with an institutional investor they were unhappy with and help to turn the tide with La Lys-Liève which was facing heavy competition from Asian countries.

The group Brederode bought the 14% in La Liève and the latter received from Auximines the same value in the form of shares in Belgo-Katanga representing 4.4% of the share capital. The representatives from  Brederode were invited to preside over the two boards of directors in Ghent

Six years later Brederode finally found an industrial buyer for La Lys-Liève and La Liève became a holding solely focusing on cash investments.

Its small size reduced the liquidity of its listed shares and denied it access to various financial opportunities. Auximines suggested to the Ghent families to exchange their shares against Brederode shares it owned and this with a cash compensation to boot. This transaction was extended to the public at large by means of a public offering against the same terms.

In 1999 the assets of  La Liève were fully integrated into those of Auximines.

The year 2000 was an important step in the streamlining of the group since Auximines integrated Belgo-Katanga and  Brederode merged with Monceau-Zolder.

Ten years later, in 2010, Brederode integrated Auximines. This resulted in only one company being listed on the stock exchange.

VII.International expansion

Geyser was the catalyst for the international expansion which accelerated when this subsidiary obtained more financial means enabling it to establish the Luxembourg company Brederode International specializing in Private Equity

Brederode International joined forces with the British company Athanor Limited which was founded in London in  1994 for the purpose of insurance activities on the Lloyd’s market at the time it opened up for the first time in its more than three hundred year old history to capital providers with limited liability. .

The arrival of Athanor and Brederode’s new notoriety in the London financial sector offered the opportunity to leave its mark on the enormous market characterized by a thorough reorganization. To this end the company appealed to its subsidiary Biocare which had become disorientated following failed attempts to diversify on the Belgian market of prevention and health care products. As from 1995 onwards Biocare, now called Brederode Insurance  focused on the group’s participations in the insurance sector whereby a number of participations were added following new initiatives taken for the purpose of the reorganization with Lloyd’s. These participations were successfully sold in the next ten years. Only the subsidiary Athanor remained which pursued its activities with great enthusiasm.

Brederode Insurance was taken over by another group company, thereby enabling Brederode to retain the subsidiary called Greenhil. Its establishment dates back to 1988 when the former Charbonnage de Monceau-Fontaine was split up and the industrial activities including methane, slack heaps and industrial buildings in connection with the mining concession were acquired by a new company called Monceau Energie. Ater the gas activities were halted in 1997, the new name Greenhill came into existence. This name continued to exist pending a Royal Decree permitting it to terminate the concession to be granted following a request to this end made in 1993.

On the occasion of the extraordinary general assembly meeting of 14th May 2014 the shareholders of  Brederode unanimously agreed to the merger plan following the integration of their company into the Luxembourg company Acturus, on the basis of which the latter acquired any and all of Brederode’s assets, liabilities, commitments and its name.

Today Brederode heads a medium-sized group with a streamlined structure and has the knowhow to invest on four continents from two major operational centres: London and Luxembourg.

Brederode’s history does not stop here. New pages are being written every day.