Financière de Tubize
Version française

FINANCIERE DE TUBIZE –MIDYEAR FINANCIAL REPORT 2011

Half-year 2011 current result after tax, increased by 3.60 %.

The Board of Directors of Financière de Tubize has prepared the statutory and consolidated financial statements at 30 June 2011, presented in accordance with the IFRS standards and submitted to a limited audit review.

The Board of Directors published the half-year financial results 2011 statutory results and consolidated accounts of the Financière de Tubize.

I.NON-CONSOLIDATED FIGURES

1. INCOME STATEMENT

30/06/2011

Notes (1)

30/06/2010

 

 

 

 

Operating charges

176,085

 

178,114

Financial Income

65,111,775

 

63,746,979

Income from financial assets

65,042,600

1

63,715,200

Income from current assets

69,175

 

31,779

Other financial income

6,889,285

2

7,541,576

 

 

 

 

Tax

0.00

 

0.00

 

 

 

 

Operating profit

58,046,405

56,027,289

 

 

 

 

Gains on disposal of fixed assets

0.00

3

0.00

 

 

 

 

Profit for the period

58,046,405

56,027,289

 

 

 

 

Information per shares

 

 

 

Operating result

1.3012

 

1.2560

Net result after tax

1.3012

 

1.2560

Number of shares representing the capital

44,608,831

 

44,608,831

1. Notes from 1 to 10: notes attached to financial statements 2011


The ordinary profit after tax for the half-year 2011 amounts to € 58,046,405 compared to € 56,027,289  in 2010. This result mainly represents the increased UCB dividend 65,042,600 € compared to 63,715,200 in 2010 and reduced by less interests loan charges.

.

2. BALANCE

30/06/2011

Notes

31/12/2010

       
Activa
     
       
Tangible fixed assets

999

 

1,998

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

500,000

6

650,00

Cash at bank and in hand

248,334

 

107,598

Deferred charges and accrued income

7,829

 

6,566

 

 

 

 

Total assets

1,581,597,368

1,581,606,368

       
Liabilities
     
       
Equity

1,291,026,767

7

1,232,980,362

Capital

235,000,000

 

235,000,000

Share premium account

1,224,992

 

1,224,992

Reserves

975,227,353

 

975,227,353

Accumulated profit

79,574,421

 

21,528,016

Financial debt
282,000,000   323,000,000
Amounts payable

23,533

8

13,976

Other debts

846,519

9

22,159,859

Deferred charges and accrued income

7,700,549

10

3,452,171

 

 

 

 

Total liabilities

1,581,597,368

1,581,606,368

 

3. Notes attached to the financial statements

2011   2010
     

1. Income from investment

The UCB dividend totals 0.98 gross per share on 66,370,000 as against 0.96 in 2010 for the same number of shares..

65,042,600
1
63,715,200

2. Financial expenses

The financial charges, in retreat, are mainly the interests on remaining debts first half 2011.

6,889,285
2
7,541,576

3.Gains on disposal of fixed assets

Financière de Tubize did not carry out any sale or purchase trading on UCB shares over the first half of 2011.

0
3
0

4.Financial fixed assets ( 66,370,000 UCB shares held(

The average accounting value of UCB investment (36.20 %) is 23.81 € per share.

The stock value of UCB on 30/6/2011 is 30.985 € per share
1,580,240,206
4
1,580,240,206

5. Amounts 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. Other investments in deposits

Cash as result of UCB dividend. Funds are on deposit at a rate of 1.1 %.

500,000
6
650,000

7. Equity

Equity reflects the half-yearly result.

1,291,026,767
7
1,232,980,361

8., Debt

Debts are partial repaid on 30 June. Debt expiring within 12 months amount to 25 millions €.

282,000,000
8
323,000,000

9. Other debt

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

846,519
9
22,159,858

10. Accrued liabilities

Accrued liabilities show interests proratas.

7,700,549
10
3,452,171

 

II. CONSOLIDATED ACCOUNTS

Consolidated Income statement (Thousands of EUR)
30/06/2010 30/06/2011
     
Operating profit
-146 -107
Outley on no debt
-8,141 -7,540
Equity-method profit
54,114 72,136
Tax
-961 -1,409
Net profit
44,866 63,080
Net profit per share (EUR)
1.01 1.41

 

The quota of the result of group UCB put in equivalence protests to 72,136 KEUR at June 30, 2011 against 54,114 KEUR at June 30, 2010. The consolidated accounts established in conformity with IAS 34 are published on the website www.financiere-tubize.be.

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 2010. 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.

The larger UCB dividend paid out in May and lower loan outlay ought to increase Financière deTubize ‘s ordinary statutory profits at 31 December 2011 with respect to 2010. 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 2011 Financière de Tubize received a dividend of 65 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”) and subsidiaries and jointly the group for the six months period ended 30 June 2011.
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 2011 is not prepared, in all material respects, in accordance with IAS 34 - Interim Financial Reporting as adopted by the EU.

Brussels, July 28, 2011

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

4. Declaration by the parties responsible

Mr. François Tesch, 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 2011 will be 28 July 2011;
The dates of Board meetings in 2012 will be 22 March 2012, 31 July 2012, the Ordinary General Meeting of Shareholders will be held on 25 April 2012. Interim statements on the second half of the period in accordance with Royal Decree 2007.
Contact: www.financiere-tubize.be

SUMMARIZED FINANCIAL RESULTS IFRS

Financial Statements Financière de Tubize at June 30, 2011 were approved by the Board of Directors on July 28, 2011. The financial data are expressed – unless otherwise specified - in thousands of euros (KEUR)

1. CONSOLIDATED STATEMENT OF GLOBAL RESULT

Notes
30/06/2010 30/06/2011
Other operating income

32

69

Interest

32

69

Dividend

0

0

Other operating income

0

0

Operating costs ( - )

-178

-176

Personnel costs

-68

-81

Other operating costs

-109

-94

Depreciation

-1

-1

Operating result

-146

-107

Financial charges

-8,141

-7,540

Debt charges

-7,999

-7,421

Other financial charges

-142

-119

Financial instrument on the right value

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

54,114

72,136

Result before tax

45,827

64,489

Tax charges (income) on the profit

-961

-1,409

Result after tax

44,866

63,080

     
Result for the period

44,866

63,080

From minor interests

0

0

From parent company shareholders

44,866

63,080

 
   
Other elements of the global result(Share of the company under the equity method)
   
Translation adjustments
110,151 -46,999
Assets held for sale
2,326 631
Cash flow hedge
-28,763 -5,206
 
   
Global result
128,580 21,918
 
   
Profit for the period attributable to shareholders of the parent company
44,866 63,080
Result per share
1.0058 1.4141
Global result for the period attributable to shareholders of the parent company
128,580 21,918

 

2. CONSOLIDATED STATEMENT OF THE FINANCIAL SITUATION

 

Notes
31/12/2010 30/06/2011
ACTIVA
   

Non-current assets

1,784,141

1,842,921

Investments in associates accounted for using the equity method

1,783,539

1,842,320

Other financial assets

600

600

Financial coverage instrument

0 0

Other tangible assets

2

1

Current assets

764

756

Cash and cash equivalents

757

748

Other current assets

7

8

TOTAL ASSETS

1,784,905

1,843,677

       

LIABILITIES

   

TOTAL SHAREHOLDERS' EQUITY

1,443,932

1,537,676

Share capital

235,000

235,000

Premiums

1,225

1,225

Reserves

1,207,707

1,301,451

LIABILITIES

340,973

306,001

Non-current liabilities

306,759

272,430

Bank loans long term

284,795

249,446

Financial coverage instrument

8,416 8,027

Deferred tax liabilities

13,548

14,957

Current liabilities

34,214

33,571

Bank loans short term

30,000

25,000

Trade payables and other creditors

762

870

Other current liabilities

3,452

7,701

TOTAL LIABILITIES

1,784,905

1,843,677

 

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 1/01/2010

236,225

1,253,485

-45,324

83,876 -189,871 -56

-1,212

19,945

1,120,843

 

 

 

 

     

 

 

 

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

Others

  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

                   

Balance 1/01/2011

236,225

1,256,869

-45,289

101,511 -124,599 297

-1,028

19,945

1,207,706

 

 

 

 

     

 

 

 

Result of the period

 

63,080

 

     

 

 

63,080

Translation adjustments

        -46,999       -46,999

Financials assets held for sale

          631     631

Cash flow hedge

            5,206   5,206

Other elements of the global result

 

63,080

0

0 -46,999 631

5,206

 

21,918

Dividends

 

- 21,412

 

     

 

 

- 21,412

Payments founded on shares

 

3,180

 

     

 

 

3,180

Others

  1,121             1,121
Perpetual subordinated bond UCB
      104,276         104,276

Own shares

 

 

-15,338

     

 

 

-15,338

Balance 30/6/2011

236,225

1,302,838

- 60,627

205,787 -171,598 928

4,178

19,945

1,301,451

 

4. CASH FLOW STATEMENT

Notes
30/06/2010
30/06/2011
Net result

44,866

63,080

Net interest charges

7,368

6,701

Share in associated companies

-54,114

-72,136

Cash flow beforevariation of the working capital

-1,880

-2,355

Variation of the accounts receivable and payable

3,792

4,356

Depreciation

1

1

Other non monetary elements

599 651

Deferred taxation

961

1,409

Cash flow from operating activities

3,473

4,062

Dividends received

63,715

65,043

Acquisition participation   0 0
Interest received

32

69

Cash flow from investment activities

63,747

65,112

Cash acquired      
Financing perceive (loan)

2,000

2,000

Debt repayment

-42,000

-43,000

Interest

-7,400

-6,771

Dividends paid

-21,412

-21,412

Cash flow from financing activities

-68,812

-69,183

Netto cash flow

-1,592

-9

Cash position at the beginning of the year

2,798

758

Cash situation at the end of the half financial year

1,206

749

 

5. NOTES, 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 :

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 2011, 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.

9. Selectives Notes
(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 2011.

 

31/12/2010

30/06/2010

30/06/2011

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 2010 paid in 2011.


(3) Equity accounted investments

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

KEUR
30/06/2010 31/12/2010 30/06/2011
Value as of 1/1/2011
1,720,274 1,720,274 1,783,539
Result
54,114 37,231 72,136
Distribution
-63,715 -63,715 -65,043
Translation difference
  65,272 -46,999
Perpetual bonds UCB
    104,278
Other adjustments
111,105 24,477 -5,590
Value as of 30/6/2011
1,821,778 1,783,539 1,842,321

On June 2011, Financière de Tubize's share of the net result of UCB Group, excluding third parties, amounted to KEUR 72,136 (On June 2010 : KEUR 54,114) .

Financière de Tubize's share of the result of discontinued activities of the UCB Group amounted to KEUR 450 as of 30 June 2011, against KEUR 448 at June 30, 2010.

The value of stake in equivalence of includes a goodwill of 122.2 millions EUR. The value of stake in equivalence is influenced by the undistributed results(profits), the variations of the distances from currency exchange and by the posting in stockholders' equities(own capital) following the standards IFRS of a subordinate perpetual loan emitted in March, 2011.

The market value of the participation put in equivalence on base of the course(price) from stock exchange(grant) in June 30th, 2011 amounts to 2,056 millions EUR. On base of quantitative and qualitative elements, the Board of directors is of opinion that the recoverable value of the participation UCB put in equivalence is superior to the book 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 248) and deposit accounts maturing within one month (KEUR 500).

(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, no rights to subscribe to them.

The consolidated equity at June 30, 2011 amount to KEUR 1,537,676.

(7) Financial liabilities

Financière de Tubize's debt amounts to KEUR 282,000. Those are spread out as follows : (in nominal value) :

 
Total
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
85.000
25.000
60.000
282,000
0.000
35.000
35.000
40.000
30.000
30.000
112.000

In June 2011 the company repaid a floating-rate loan of 13 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 15 May 2012.

The difference with the balance sheet value of financial debts (274,446 KEUR) corresponds to the part of the compensations of re-use paid in 2009 (9,592 KEUR) and which is taken care as constituent of the effective interest rate of the loan until its term (651 KEUR for the first semester 2011 and 2,039 KEUR in total).
The banking loans are either fixed rate (85,000 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 2.54 % to 4.96 % and are repayable between 2012 and 2017. These loans are secured by on 9,939,718 UCB as of
30 June 2011.

(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 870), other current liabilities primarily relate to interest accrued and not yet due on the loan (KEUR 7,701).

(10) Financial Instruments

 

31/12/2010

30/06/2011

Net book value
Fair value
Net book value
Fair value
ASSETS
Loans and receivables (including liquidity position and near cash)
757
757
748
748
Financial assets available for sale
0
0
0
0
Derivatives
0
0
0
0
LIABILITIES
Financial debt valued at written down cost (nominal value)
323,000
329,367
282,000
286,492
Financial debt valued at written down cost (adjustment effective rate)
8,205
8,205
-7,554
-7,554
Derivatives
8,416
8,416
8,027
8,027


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 (+389 KEUR for the first semester 2011).

(11) Rights and off-balance-sheet commitments

Real guarantees given by the company on its own assets: pledging of 9,939,718 UCB (13,437,668 UCB shares as of 31 December 2010) securities to various banks with a market value of EUR 236 millions at 30 June 2011.

(12) List of consolidated companies

UCB (Group) (Allée de la Recherche 60 - 1070 Brussels – BCE 0403053608) : equity method.