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 |
61,060,400 |
|
Income from current assets |
31,779 |
|
143,184 |
Other financial income |
-7,541,576 |
-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 |
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 |
1,580,240,206 |
|
Amounts receivables |
600,000 |
600,000 |
||
Other investments in deposits |
1,000,000 |
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 |
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 |
352,000,000 |
||
Other amounts payables |
841,991 |
22,093,101 |
||
Deferred charges and accrued income |
7,686,360 |
4,067,240 |
||
|
|
|
||
Total liabilities |
1,582,051,109 |
1,583,655,810 |
||
3. Notes attached to the financial statements |
2010 | 2009 | |
| 63,715,200 | 1 |
61,060,400 | |
| 7,541,576 | 2 |
8,406,759 | |
| 0 | 3 |
0 | |
| 1,580,240,206 | 4 |
1,580,240,206 | |
| 600,000 | 5 |
600,000 | |
| 1,000,000 | 6 |
2,700,000 | |
| 1,261,522,758 | 7 |
1,205,495,469 | |
| 312,000,000 | 8 |
352,000,000 | |
| 841,991 | 9 |
22,093,101 | |
| 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 |
|
|
143 |
32 |
|
|
0 |
0 |
|
|
0 |
0 |
|
Operating costs ( - ) |
-137 |
-178 |
|
|
-55 |
-68 |
|
|
-81 |
-109 |
|
|
-1 |
-1 |
|
Operating result |
6 |
-146 |
|
Financial charges |
-8,407 |
-8,141 |
|
|
-8,286 |
-7,999 |
|
|
-121 |
-142 |
|
|
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 |
|
|
0 |
0 |
|
|
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 |
|
|
1,720,274 |
1,821,778 |
|
|
600 |
600 |
|
|
14 |
0 | |
|
4 |
2 |
|
Current assets |
2,812 |
1,208 |
|
|
2,798 |
1,206 |
|
|
14 |
2 |
|
TOTAL ASSETS |
1,723,704 |
1,823,588 |
|
LIABILITIES |
|||
TOTAL SHAREHOLDERS' EQUITY |
1,357,068 |
1,482,729 |
|
|
235,000 |
235,000 |
|
|
1,225 |
1,225 |
|
|
1,120,843 |
1,246,504 |
|
LIABILITIES |
366,636 |
340,859 |
|
Non-current liabilities |
331,888 |
330,331 |
|
|
312,494 |
301,093 |
|
|
6,089 | 14,972 | |
|
13,305 |
14,266 |
|
Current liabilities |
34,748 |
10,528 |
|
|
30,000 |
2,000 |
|
|
681 |
842 |
|
|
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 |
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 | |||
|
-8,933 | -8,933 | |||||||
|
-36 | -36 | |||||||
|
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 |
|||
|
110,151 | 110,151 | |||||||
|
2,326 | 2,326 | |||||||
|
-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 :
- UCB is an associated company valued by the equity method and does not therefore constitute a financial asset covered by standard IFRS 7.
- The other financial assets (receivables and liquidity positions) represent an insignificant amount on which the credit risk is low.
- 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).