Financière de Tubize
Version française

FINANCIERE DE TUBIZE –MIDYEAR FINANCIAL REPORT 2010

Half-year 2010 current result after tax, increased by 6 %.

The Board of Directors of Financière de Tubize has prepared the statutory and consolidated financial statements at 30 June 2010, presented in accordance with the IFRS standards and submitted to a limited audit review.
The Board of Directors published the half-year financial results 2010 statutory results and consolidated accounts of the Financière de Tubize.

I.NON-CONSOLIDATED FIGURES

1. INCOME STATEMENT

30/06/2010

Notes (1)

30/06/2009

 

 

 

 

Operating charges

-178,114

 

-136,636

Financial Income

63,746,979

 

61,203,584

Income from financial assets

63,715,200

1

61,060,400

Income from current assets

31,779

 

143,184

Other financial income

-7,541,576

2

-8,406,758

 

 

 

 

Tax

0.00

 

0.00

 

 

 

 

Current result after tax

56,027,289

52,660,189

 

 

 

 

Gains on disposal of fixed assets

0.00

3

0.00

 

 

 

 

Profit for the period

56,027,289

52,660,189

 

 

 

 

Information per shares

 

 

 

Operating result

1.2560

 

1.1805

Result for the period

1.2560

 

1.1805

Number of shares

44,608,831

 

44,608,831

1. Notes from 1 to 10: notes attached to financial statements 2010


The ordinary profit after tax for the half-year 2010 amounts to € 56,027,289 compared to
€ 52,660,189 in 2009. This result mainly represents the increased UCB dividend 63,715,200 € compared to 61,060,400 in 2009, reduced interests on bank deposits and reduced by less interests loan charges.  
There was no exceptional result in the first half of the year 2010 as Financière de Tubize did not make any sale ou purchase trading on UCB shares during this period.

.

2. BALANCE

30/06/2010

Notes

31/12/2009

       
Activa
     
       
Tangible fixed assets

2,997

 

3,996

Financial fixed assets participating interests
66,370,000 UCB shares held

1,580,240,206

4

1,580,240,206

Amounts receivables

600,000

5

600,000

Other investments in deposits

1,000,000

6

2,700,000

Cash at bank and in hand

205,857

 

97,881

Deferred charges and accrued income

2,049

 

13,727

 

 

 

 
Total assets

1,582,051,109

1,583,655,810

       
Liabilities
     
       
Equity

1,261,522,758

7

1,205,495,469

Capital

235,000,000

 

235,000,000

Share premium account

1,224,992

 

1,224,992

Reserves

947,227,353

 

947,227,353

Accumulated profit

78,070,413

 

22,043,124

Amounts payable

312,000,000

8

352,000,000

Other amounts payables

841,991

9

22,093,101

Deferred charges and accrued income

7,686,360

10

4,067,240

 

 

 

 

Total liabilities

1,582,051,109

1,583,655,810

 

3. Notes attached to the financial statements

2010   2009
     

1. Income from investment

The UCB dividend totals 0,96 gross per share on 66,370,000 as against 0.92 in 2009 for the same number of shares.

63,715,200
1
61,060,400

2. Financial expenses

The financial charges, in retreat, are mainly the interests on remaining debts first half 2010.

7,541,576
2
8,406,759

3. Capital gains on long-term assets

Financière de Tubize did not carry out any sale or purchase trading on UCB shares over the first half of 2010.

0
3
0

4. Investment (66,370,000 UCB shares held)

The average accounting value of UCB investment (36.20 %) is 23.,81 € per share, The Board feels this is below value in terms of the intrinsic value of UCB, despite recent stock exchange listing trends, The stock value on 30/6/2010 is 25.835.

1,580,240,206
4
1,580,240,206

5. Receivables

Nominal amount of the UCB bond – number of warrants : six hundred thousand euros represented by thirty thousand bond units, each with one thousand warrants attached.

600,000
5
600,000

6. Short-term investments

Cash as result of UCB dividend, Funds are on deposit at a rate of 0.27 %.

1,000,000
6
2,700,000

7. Equity

Equity reflects the half-yearly result.

1,261,522,758
7
1,205,495,469

8., Debt

Debts are partial repaid on 30 June.

312,000,000
8
352,000,000

9. Other debt

This item reflects principally the amount payable of the Financière de Tubize dividend.

841,991
9
22,093,101

10. Accrued liabilities

Accrued liabilities show interests proratas.

7,686,360
10
4,067,240

 

II. CONSOLIDATED ACCOUNTS

Consolidated Income statement (Thousands of EUR)
30/06/2009 30/06/2010
     
Operating profit
6 -146
Outley on no debt
-8,407 -8,141
Equity-method profit
186,971 54,114
Tax
-1,171 -961
Net profit
177,399 44,866
Net profit per share (EUR)
3.98 1.01

 

The quota of the result of group UCB put in equivalence protests to 54,114 KEUR at June 30, 2010 against 186,971 KEUR at June 30, 2009. The first six-month period 2009 had been marked by nonrecurring products with height of 166,882 KEUR (share of the group) against 1,454 KEUR in 2010. For a complete comment of the half-yearly results of group UCB, we return to the semi-annual financial reporting of the company (www.ucb.com).

 

Declarations

1. Financial statements

No modifications have been made to the accounting principles with respect to those used to draw up the previous consolidated accounts for the year ended 31 December 2009. There were no significant events to report after the closing date.

The financial statements of Financière de Tubize are influenced by the profits of UCB, either at statutory level by the dividends paid out, or through equity-method consolidation used to account for the profits of UCB. Moreover, the financial statements of Financière de Tubize have no seasonal or geographic features. There are thus no comments to be made in this area.

The future flows of dividends expected from UCB should help deal with loan repayments due, in due consideration of the restructuring negotiated in 2009.

The larger UCB dividend paid out in April and lower loan outlay ought to increase Financière deTubize ‘s ordinary statutory profits at 31 December 2010 with respect to 2009. In terms of consolidation, the net profits earned by the Financière de Tubize Group depend on the UCB equity-method contribution.

2. Transactions between related parties

In the first six months of 2010 Financière de Tubize received a dividend of 63.7 million EUR on its holding in UCB. There were no other transactions between related parties that significantly affected the company’s financial position or its profits.

3. Auditor's report on the half-yearly report

We have performed a limited review of the accompanying consolidated balance sheet, income statement, cash flow statement, statement of changes in equity (jointly the “interim financial information”) of FINANCIÈRE DE TUBIZE SA (“the company”) for the six months period ended 30 June 2010.
The Board of Directors of the company is responsible for the preparation and fair presentation of this interim financial information. Our responsibility is to express a conclusion on this interim financial information based on our review. The interim financial information has been prepared in accordance with IAS 34 - Interim Financial Reporting as adopted by the European Union.

Our limited review was conducted in accordance with the recommended auditing standards on limited reviews applicable in Belgium, as issued by the “Institut des Reviseurs d’Entreprises/Instituut der Bedrijfsrevisoren”. A limited review consists of making inquiries of group management and applying analytical and other review procedures to the interim financial information and underlying financial data. A limited review is substantially less in scope than an audit performed in accordance with the auditing standards on consolidated annual accounts as issued by the “Institut des Reviseurs d’Entreprises/Instituut der Bedrijfsrevisoren”. Accordingly, we do not express an audit opinion.

Based on our limited review, nothing has come to our attention that causes us to believe that the interim financial information for the six months period ended 30 June 2010 is not prepared, in all material respects, in accordance with IAS 34 - Interim Financial Reporting as adopted by the EU.

Brussels, July 30, 2010

MAZARS - Certified Public Auditors SCCRL, Statutory auditor, represented by Philippe GOSSART

4. Declaration by the parties responsible

Baron Daniel Janssen, Chairman of the Board of Directors, declares on behalf of the Board that to their knowledge:

a) the condensed financial statements, drawn up in accordance with the accounting standards applicable, show a true and fair image of the equity, financial position and profits of Financière de Tubize  and Group Financière de Tubize ;

b) the intermediate directors’ report contains a faithful account of major events and transactions between related parties over the first six months of the year, and their impact on the condensed financial statements, and a description of the main risks and uncertainties for the remaining months of the year.

 

Board meetings calendar

The dates of Board meetings in 2010 will be 30 July 2010;
The dates of Board meetings in 2011 will be 24 March 2011, 28 July 2011, the Ordinary General Meeting of Shareholders will be held on 26 April 2011. Interim statements on the second half of the period in accordance with Royal Decree 2007.

 

SUMMARIZED FINANCIAL RESULTS IFRS

Financial Statements Financière de Tubize at June 30, 2010 were approved by the Board of Directors on July 30, 2010. The financial data are expressed – unless otherwise specified - in thousands of euros (KEUR).

1. PROFIT AND LOSS ACCOUNT

Notes
30/06/2009 30/06/2010
Other operating income

143

32

Interest

143

32

Dividend

0

0

Other operating income

0

0

Operating costs ( - )

-137

-178

Personnel costs

-55

-68

Other operating costs

-81

-109

Depreciation

-1

-1

Operating result

6

-146

Financial charges

-8,407

-8,141

Debt charges

-8,286

-7,999

Other financial charges

-121

-142

Financial instrument on the right value

0 0
Share in the net result of associates accounted for using the equity method

186,971

54,114

Result before tax

178,570

45,827

Tax charges (income) on the profit

-1,171

-961

Result after tax

177,399

44,866

       
Result for the period

177,399

44,866

From minor interests

0

0

From parent company shareholders

177,399

44,866

 
   
Other elements of the global result(Share of the company under the equity method)
   
Translation adjustments
-8,933 110,151
Assets held for sale
-36 2,326
Cash flow hedge
17,911 -28,763
 
   
Global result
186,341 128,580
 
   
Profit for the period attributable to shareholders of the parent company
177,399 44,866
Result per share
3.9768 1.0058
Global result for the period attributable to shareholders of the parent company
186,341 128,580

 

2. BALANCE SHEET :

 

Notes
31/12/2009 30/06/2010
ASSETS
   

Non-current assets

1,720,892

1,822,380

Investments in associates accounted for using the equity method

1,720,274

1,821,778

Other financial assets

600

600

Financial coverage instrument

14

0

Other tangible assets

4

2

Current assets

2,812

1,208

Cash and cash equivalents

2,798

1,206

Other current assets

14

2

TOTAL ASSETS

1,723,704

1,823,588

       

LIABILITIES

   

TOTAL SHAREHOLDERS' EQUITY

1,357,068

1,482,729

Subscribed capital

235,000

235,000

Premiums

1,225

1,225

Reserves

1,120,843

1,246,504

LIABILITIES

366,636

340,859

Non-current liabilities

331,888

330,331

Bank loans long term

312,494

301,093

Financial coverage instrument

6,089 14,972

Deferred tax liabilities

13,305

14,266

Current liabilities

34,748

10,528

Bank loans short term

30,000

2,000

Trade payables and other creditors

681

842

Other current liabilities

4,067

7,686

TOTAL LIABILITIES

1,723,704

1,823,588

 

3. STATEMENT OF VARIATION IN SHAREHOLDER'S EQUITY

 

Equity and share premium

Deferred results

Reserves on own shares

Other reserves

Translation adjustments

Financials assets held for sale

Cash flow hedge

Net investment coverage

Reserves

 

 

 

 

     

 

 

 

Balance
01/01/2009

236,225

1,108,155

-45,507

83,886 -169,954 6

-37,408

19,948

959,126

 

 

 

 

     

 

 

 

Result of the period

 

177,400

 

     

 

 

177,400

Translation adjustments

        -8,933       -8,933

Financials assets held for sale

          -36     -36

Cash flow hedge

            17,911   17,911

Other elements of the global result

 

0

0

0 -8,933 -36

17,911

 

8,942

Dividends

 

-21,412

 

     

 

 

-21,412

Payments based on shares

 

1,594

 

     

 

 

1,594

DIfference increase capital

                0

Other

                0

Own shares

 

1,152

 

     

 

 

1,152

Balance 30/6/2009

236,225

1,266,889

-45,507

83,886 -178,887 -30

-19,497

19,948

1,126,802

                   

Balance 1/01/2010

236,225

1,253,485

-45,324

83,876 -189,871 -56

-1,212

19,945

959,127

 

 

 

 

     

 

 

 

Result of the period

 

44,866

 

     

 

 

44,866

Translation adjustments

        110,151       110,151

Financials assets held for sale

          2,326     2,326

Cash flow hedge

            -28,763   -28,763

Other elements of the global result

 

0

0

0 110,151 2,326

-28,763

 

83,714

Dividends

 

- 21,412

 

     

 

 

- 21,412

Payments based on shares

 

 

 

     

 

 

0

DIfference increase capital

                0

Other

  827   17,635         18,462

Own shares

 

 

31

     

 

 

31

Balance 30/6/2010

236,225

1,277,766

- 45,293

101,511 -79,720 2,270

-29,975

19,945

1,246,504

 

4. CASH FLOW STATEMENT

Notes
30/06/2009
30/06/2010
Net result

177,399

44,866

Net interest charges

8,143

7,368

Share in the net result of associates

-186,971

-54,114

Cash flow before change in working capital

-1,429

-1,880

Variation of the accounts receivable and payable

4,727

3,792

Depreciation

1

1

Other non monetary elements

  599

Deferred taxation

1,172

961

Cash flow from operating activities

4,471

3,473

Dividends received

61,060

63,715

Interest received

143

32

Cash flow from investment activities

61,203

63,747

Financing perceive (loan)

0

2,000

Debt repayment

-5,000

-42,000

Interest

-8,285

-7,400

Dividends paid

-21,412

-21,412

Cash flow from financing activities

-34,697

-68,812

Netto cash flow

30,977

-1,592

Cash position at the beginning of the year

8,793

2,798

Cash situation at the end of the half financial year

39,770

1,206

 

Appendix to the summarized consolidated financial statements

1. Basis of accounting 

Financière de Tubize is a public limited company under Belgian law listed on Euronext Brussels whose main activity is the holding of a 36.2 % stake in UCB SA, a biopharmaceutical company also listed on Euronext.

The consolidated financial statements have been prepared in accordance with IAS 34 as adopted in the European Union.
The basis for preparation the interim accounts and the evaluation rules described in the last annual report were not modified. No significant events since last closing.

2. Consolidation

The Board believes that Financière de Tubize has a significant impact on UCB SA, the participation in UCB has been recognized in the consolidated accounts of Financière de Tubize using the equity method. This method takes into account the share of Financière de Tubize S.A. in the accounts of the UCB Group, established at 30 June of the year, in accordance with the IFRS valuation rules.

Goodwill represents the difference between the acquisition cost and the Group's share of the fair value of identifiable assets, liabilities and contingent liabilities of a subsidiary or an associate at the date of acquisition.

3. Segment information

Given the nature of the holding company, there is no need to present information by industry sector or geographical location. This information with regards to the activities of UCB is available in UCB's financial statements.

4. Losses in value and depreciation of assets

On each balance sheet date, Financière de Tubize reviews the book value of the investments in order to assess whether there are signs showing that an asset has lost value. If there are such signs, the recoverable value of the asset is estimated in order to determine the extent of the decrease in value applicable.

The goodwill is subject to an annual loss of value test. The goodwill relating to an associated company is recognised according to the equity method.

5. Financial instruments

The company is not subject to significant risks on its financial instruments to the extent that :

  1. UCB is an associated company valued by the equity method and does not therefore constitute a financial asset covered by standard IFRS 7.
  2. The other financial assets (receivables and liquidity positions) represent an insignificant amount on which the credit risk is low.
  3. The financial debts are at a fixed interest rate or floating interest rate and hedged by interest rate swaps (IRS).

The financial derivatives (IRS) were only taken out for hedging purposes and their characteristics are geared adequately to the underlying. If necessary, the non effective part of the financial instruments of cover is taken in results.

- Bank loans

Bank loans and overdrafts are accounted for at their net values. Financial charges, including premiums payable on settlement or repayment are accounted for over the period for which they are made available (cost written down by the actual interest rate method).

Penalties paid within the restructuring of a loan which does not constitute a substantial modification of the terms of the loan (the current value of the new cash flows at the initial interest rate does not differ by more than 10 % with respect to the actual value of the initial cash flows) are recognised in the balance sheet under “financial debt” and used as a component of the effective interest rate for the loan over its remaining life.

Liquidity risk is moderate insofar as loan repayments are spread out to 2017, and the expected cash flows in dividends cover the contract due dates set out in point 7. Financière de Tubize also has a solid financial structure, and can deploy equity if need be.

- Liquidity position and near cash

The liquidity position and near cash include cash and sight deposits, short term investments (less than 3 months) and very liquid investments which are readily convertible in a known amount of liquidity and which are subject to a negligible risk of change in value.

6. Deferred taxation

Taxation is based on the result for the year and includes the taxation for the year and deferred taxation. The taxation is included in the profit and loss account except if it relates to items directly accounted for in the shareholders equity, in which case it is also entered in the shareholders equity.

7. Recording of income

Income is recognised when it is probable that it will be acquired and that its amount can be valued in a reliable way.

Dividends are recorded in the P&L at the time when they are declared by the company distributing them. Interest income is recorded in the profit and loss account prorata temporis, taking into account the effective interest rate for the investment.

8. Significant estimates and judgments in the application of accounting methods

In due consideration of the structure of the group and its activities, and beyond the estimates and judgments of UCB,  the main judgment of the Financière de Tubize Board of Directors concerns the recoverable value of the UCB holding through an annual value loss test. At 30 June 2010, on the basis of both quantitative and qualitative considerations, the Board feels that the recoverable value of the equity-method UCB holding exceeds the carrying amount.

 

Notes to the consolidated financial statements

(1) Net income per share

Net income per share and diluted net income per share are identical. Financière de Tubize had 44,608,831 shares at the end of both June 2010.

 

31/12/2009

30/06/2009

30/06/2010

Number of shares issued end of the period

44,608,831

44,608,831

44,608,831

Average number of shares for the IFRS results per share calculation

44,608,831

44,608,831

44,608,831

Average number of shares for the diluted IFRS results per share calculation

44,608,831

44,608,831

44,608,831


(2) Dividends distributed

Dividends distributed during the period amounted to KEUR 21,412. This is the declared dividend for the year 2009 paid in 2010.


(3) Equity accounted investments

Financière de Tubize's stake in UCB amounts to 36.2 % (excluding treasury shares held by UCB).

KEUR
30/06/2009 30/06/2010
Value as of 1/1/2010
1,575,751 1,720,274
Result
186,971 54,114
Distribution
-61,060 -63,715
Translation difference
11,688 111,105
Value as of 30/6/2010
1,713,350 1,821,778

On June 2010, Financière de Tubize's share of the net result of UCB Group, excluding third parties, amounted to KEUR 54,114 (On June 2009 : KEUR 186,971) .

On June 2010, Financière de Tubize's share of the result of discontinued activities of the UCB Group amounted to KEUR 448, against KEUR 484 at June 30, 2009.
The value of equity method of UCB includes/understands a goodwill of 122,2 million EUR. The value of market of participation UCB equity method on the basis of the stock exchange courts in June 30, 2010 rises to 1,714 million EUR. In a context of strong volatility of the financial markets, and on the basis of quantitative and qualitative element, the Board of directors thinks that the recoverable value of participation UCB equity method is higher than the accounting value.

 (4) Other non-current financial assets

In 2008 UCB issued a new loan of KEUR 600 (2008-2013), fully subscribed by Financière de Tubize, represented by 30,000 bonds, each with 1,000 warrants. Each warrant entitles the holder to subscribe for one UCB SA share at a price equal to the average of the last 30 trading days. This price must be settled at subscription and totals of the issue price and the quarter of the countable par.

Exercise of the warrants is subject to the conditions described in UCB's annual report. The interest rate on bonds is the 1 year Euribor + 25 bp (annually adjustable rate). Taking into account the terms of issue, the market value does not differ significantly from the carrying amount.

(5) Cash and cash equivalents

Cash consists of current accounts (KEUR 206) and deposit accounts maturing within one month (KEUR 1.000).

(6) Equity

Information about the capital and securities is included in the annexes to the statutory accounts remain the same.

Financière de Tubize's capital amounts to KEUR 235,000 represented by 44,608,831 shares without par value. There are no other securities which do or do not represent the authorized capital, nor rights to subscribe to them.

The consolidated equity at June 30, 2010 amount to KEUR 1,482,729.

(7) Financial liabilities

Financière de Tubize's debt amounts to KEUR 312.000. Those are spread out as follows : (in nominal value) :

 
Total
2010
2011
2012
2013
2014
2015
2016
2017
Floating interest rate (with IRS)
195.000
10.000
35.000
40.000
30.000
30.000
50.000
Floating interest rate not covered
2.000
2.000
Fixed interest rate
115.000
0
30.000
25.000
60.000
312.000
2.000
30.000
35.000
35.000
40.000
30.000
30.000
110.000

In June 2010 the company repaid a floating-rate loan of 12 million EUR and a 30 million EUR tranche of a fixed-rate loan. A new 2 million EUR short-term drawdown was carried out on a line of credit, with due date 29 July 2010.

The difference with the balans sheet value of financial debts (303,093 KEUR) corresponds to the part of the compensations of re-use paid in 2009 (9,507 KEUR) and which is taken care as constituent of the effective interest rate of the loan until its term (600 KEUR for the first semester 2010).
The banking loans are either fixed rate (115,000 KEUR) or floating rates (197,000 KEUR).

Two loans at floating rates for a total of 195,000 KEUR are accompanied by swaps of interest rate, concluded with a financial institution, converting these loans in loans to fixed rate until their respective terms. It emerges that all the banking loans of the company are for rates fixed contractually, understood between 0.97 % to 4.96 % and are repayable between 2009 and 2017. These loans are secured by on 12,592,668 UCB shares (as of 30 June 2010).

(8) Deferred tax liabilities

Deferred taxes are calculated on the retained earnings of UCB SA.

(9) Other current liabilities

Apart from some operating liabilities and dividends payable with respect to prior years (KEUR 827), other current liabilities primarily relate to interest accrued and not yet due on the loan (KEUR 7,686).

(10) Financial Instruments
 
31/12/2009

30/06/2010

Net book value
Fair value
Net book value
Fair value
ACTIVA
Loans and receivables (including liquidity position and near cash)
2,798
2,798
1,206
1,206
Financial assets available for sale
0
0
0
0
Derivatives
14
14
0
0
LIABILITIES
Financial debt valued at written down cost (nominal value)
352,000
357,313
312,000
305,737
Financial debt valued at written down cost (adjustment effective rate)
-9,507
-9,507
-8,907
-8,907
Derivatives
6,089
6,089
14,972
14,972


For the loans and the debts, the net book value is a good estimate of the just value.

For the financial liabilities estimated at the paid off cost, the just value of the debts at fixed rate was calculated according to the method DCF (" discounted cash flow ").
                                                                                                         
The just value is exclusively based on prices quoted on active markets or on observable financial data (flows cash, interest rate) (just value at the level 1 and 2).

Financial derivatives (IRS) are used exclusively for (cash flow) hedging purposes, and their characteristics are an exact copy of the hedged items. Changes in the fair value of interest rate swaps qualifying as cash flow hedging instruments were posted to equity (8,897 KEUR for the first semester 2010).

(11) Rights and off-balance-sheet commitments

Real guarantees given by the company on its own assets: pledging of 12,592,668 UCB securities to various banks with a market value of EUR 323 millions at 30 June 2010.

(12) List of consolidated companies

UCB (Group) (Allée de la Recherche 60 - 1070 Brussels - BE 0403053608).