Financière de Tubize Half-year financial report 30 June 2022
|
STATEMENT OF THE DIRECTORS
INTERIM REPORT OF THE BOARD OF DIRECTORS
CONDENSED INTERIM FINANCIAL STATEMENTS
- Belgian standards (with auditor’s report)
- EU-IFRS standards (with auditor’s report)
Financière de Tubize SA/NV
Allée de la Recherche 60, 1070 Bruxelles (Belgium)
Company number : BE 0403 216 429
www.financiere-tubize.be
Table of content
II. INTERIM REPORT OF THE BOARD OF DIRECTORS
2. Impact of the Covid-19 crisis and the invasion of Ukraine by Russia
3. Unaudited results and financial position statements
3.1 Results (Belgian standards)
3.2 Financial situation (Belgian standards)
3.3 Profit and other changes in equity reconciliation according to Belgian GAAP – EU-IFRS standards
4. Main risks and uncertainties
5. Main related party transactions
III. CONDENSED INTERIM FINANCIAL STATEMENTS AT 30 JUNE 2022
1. Financial fixed assets - Information related to the participation in UCB SA/NV
2. Capital - capital status – forms of shares
3. Bank borrowings / Debt charges
5. Covenants associated with credit lines
1. Participating interest in UCB
1.2 Share of other comprehensive income of UCB
1.4 Summarized financial information of UCB
2.1 Financial instruments by category
2.2 Fair value of financial instruments
3.1 Deferred tax assets and liabilities
3.2 Relation between tax expense and profit before tax
We confirm that, to the best of our knowledge:
The condensed interim financial statements at 30 June 2022 has been prepared in accordance with the applicable financial reporting standards and gives a true and fair view of the net assets, the financial position and the results of Financière de Tubize.
The interim board report includes a fair review of the important events and the main related party transactions that occurred during the first half-year, and of their impact on the condensed interim financial statements at 30 June 2022, as well as a description of the main risks and uncertainties for the remainder of the year.
Brussels, 29th July 2022
The board of directors
Evelyn du Monceau Gaëtan Hannecart
Board member Chairman of the board
Ladies and Gentlemen,
In accordance with the legal and regulatory requirements, we are honoured to report to you on the first semester of FY 2022 of Financière de Tubize (the « Company »).
The following significant events took place during the first half of FY 2022:
Profit for the period in accordance with Belgian accounting standards: € 87.3 million at 30 June 2022,compared to € 85.0 million at 30 June 2021 ( an increase of 2.7%)
Profit for the period in accordance with International Financial Reporting Standards (IFRS): € 144.5 million at 30 June 2022, compared to € 204.8 million at 30 June 2021 ( a decrease of 29.4%)
Dividend received from UCB: € 89.0 million (€ 1.30 per share, an increase of 2.36% compared to the previous year),
Dividend paid to shareholders of Financière de Tubize of € 33.4 million (€ 0.75 per share, an increase of 10.3% compared to the previous year),
Increase of outstanding bank borrowings from € 20.0 million at 31 December 2021 to €45.0 million at 30 June 2022,
Acquisition of 1,053,840 UCB shares,at the average price of € 89.64, increasing the holding of the Company in UCB from 35.16% on 31 December 2021 to 35.7% on 30 June 2022.
The COVID-19 pandemic (and economic consequences) and the invasion of Ukraine by Russia had no significant impact on the Company's operations and its financial statements during the first six months of fiscal year 2022. The Company is, in fact, a mono holding company whose sole investment is a stake in UCB and therefore has no commercial or industrial activity. Although the magnitude of the risks related to both of these factors and their impact on the global economy remain uncertain, the Company is closely monitoring these developments to assess their potential financial impact on UCB’s results. In this regard, reference should be made to the content of UCB's semi-annual financial report.
The profit moves from € 85,000k in the first half of 2021 to € 87,273k in the first half of 2022, an increase of € 2,273k or 2.67%. The condensed profit or loss accounts for the six months ended 30 June 2022 and 2021 look as follows:
€ 000 |
30/06/2022 |
30/06/2021 |
Dividend from UCB |
89,033 |
86,458 |
Cost of borrowing |
(651) |
(642) |
Other financial expenses |
(328) |
(24) |
General expenses |
(782) |
(792) |
Profit before tax |
87,273 |
85,000 |
Income taxes |
- |
- |
Profit |
87,273 |
85,000 |
The dividend received from UCB in 2022 in relation to FY 2021, amounts to € 89,033k (gross dividend of €1.3 per share) against € 86,458k (€1.27 per share) for the prior year.
The cost of borrowing consists of commitment fees (€ 476) and the interests on the drawn credit lines (€ 175).
The other financial expenses mainly consist of brokerage commissions on the acquisition of UCB shares (€ 227).
After application of the system of tax credits for dividends received which prevents income already taxed at UCB from being taxed a second time at Financière de Tubize, the Company has no taxable basis.
The condensed balance sheet as per 30 June 2022 and as per 31 December 2021 looks as follows:
€ 000 |
30/06/2022 |
31/12/2021 |
Participating interest in UCB |
1,837,687 |
1,743,221 |
Current investments and cash at bank and in hand |
491 |
15,900 |
Other assets |
70 |
30 |
Total assets |
1,838,248 |
1,759,151 |
Equity |
1,792,004 |
1,704,731 |
Bank borrowings |
45,000 |
20,000 |
Other liabilities |
1,244 |
34,420 |
Total equity and liabilities |
1,838,248 |
1,759,151 |
The participating interest in the capital of UCB is recorded at its acquisition value for an amount of € 1,837,687k, an increase of € 94,466k, compared to 31 December 2021, following the acquisition on the stock market of 1,053,840 shares at an average acquisition value of €89.64 per share. The share price at 30 June 2022 was at € 80.64 to (€ 100.35 at 31 December 2021).
The Outstanding bank debt amounted to € 45.0 million at 30 June 2022, compared to € 20.0 million at 31 December 2021. The increase is essentially related to the partial financing of our acquisition of UCB shares.
The evolution of other liabilities since 31 December 2021 is primarily explained by the payment of the dividend Financière de Tubize (€ 33,384k ).
For the six months period ended 30 June 2022
€ 000 |
30/06/2022 |
Profit BE GAAP |
87,273 |
Elimination of received dividend from UCB |
(89,033) |
Share of the profit of UCB |
145,954 |
Capitalization of UCB share acquisition costs |
277 |
Profit EU-IFRS |
144,471 |
Share of other comprehensive income of UCB |
131,396 |
Comprehensive income EU-IFRS |
275,867 |
Paid dividend |
(33,384) |
Share of the other changes of net assets of UCB[3] |
7,171 |
Impact of changes in the percentage of the participation in UCB due to change in number of treasury shares held by UCB |
(15,603) |
Changes in EU-IFRS equity |
234,051 |
EU-IFRS equity beginning of the period |
3,246,826 |
EU-IFRS equity end of period |
3,480,877 |
Changes in EU-IFRS equity |
234,051 |
Tubize’s sole asset consisting of a participation in UCB, the main risk factors and uncertainties the Company is facing are similar to those of UCB. The financial position and results of Financière de Tubize are influenced by the results of UCB, either at the level of the Belgian standards via the dividends received or at the level of the EU-IFRS standards through the application of the equity method.
In addition, the Company is exposed to the market risk related to the evolution of the UCB stock price. The board is confident in the development perspectives of UCB group.
Credit risk occurs when a bank-counterparty to investments, cash at bank amounts or interest rate swaps would not meet its obligations and the Company, as a result thereof, would incur a financial loss. The bank-counterparties are Belgian banks with an ‘upper medium grade’ rating.
Reference made in section 2 for the risk linked to the Covid-19 and the invasion of Ukraine by Russia.
Related party transactions, such as described in note 4.8 of the financial statements EU-IFRS as per 31 December 2021 have not significantly changed.
On the basis of the transparency and directors’ declarations notified to the Company, the shareholders structure at 30 June 2022 can be summarized as follows:
|
In concert |
Outside concert |
Total |
|||
|
Number |
% |
Number |
% |
Number |
% |
FEJ SRL |
8,525,014 |
19.15% |
1,988,800 |
4.47% |
10,513,814 |
23.62% |
Daniel Janssen |
5,881,677 |
13.21% |
- |
- |
5,881,677 |
13.21% |
Altai Invest SA |
4,969,795 |
11.16% |
40,205 |
0.09% |
5,010,000 |
11.26% |
Barnfin SA |
3,903,835 |
8.77% |
- |
- |
3,903,835 |
8.77% |
Jean van Rijckevorsel |
11,744 |
0.03% |
- |
- |
11,744 |
0.03% |
Total voting rights held by the reference shareholders |
23,292,065 |
52.33% |
2,029,005 |
4.56% |
25,321,070 |
56.89% |
Other shareholders |
- |
- |
19,191,528 |
43.11% |
19,191,528 |
43.11% |
Total voting rights |
23,292,065 |
52.33% |
21,220,533 |
47.67% |
44,512,598 |
100.00% |
The mandate of Mrs. Cynthia Favre d'Echallens expired at the ordinary general meeting of 29 April 2022, and her renewal was approved at the said meeting.
The mandate of Mrs. Fiona de Hemptinne expired at the ordinary general meeting of 29 April 2022. The appointment of Biofina SRL represented by Mrs. Fiona de Hemptinne as director for a period of 4 years expiring at the ordinary general meeting of 2026, was approved at the ordinary general meeting of 29 April 2022.
Mr Edouard Janssen has tendered his resignation with effect from the ordinary general meeting of 29 April 2022 and the appointment of EJ Management SRL represented by Mr Edouard Janssen as director for a period of 4 years, expiring at the ordinary general meeting of 2026, was approved at the ordinary general meeting of 29 April 2022.
Except the collection of the UCB dividend, no related party transactions have significantly impacted the financial position and results of the Company.
Introduction
In accordance with the financial reporting standards applicable in Belgium and with the periodic disclosure obligations of Belgian issuers whose securities are admitted to trading on a regulated market (the "Belgian standards"), the condensed interim financial information of Financière de Tubize presents a balance sheet as at 30 June 2022 (with a comparative balance sheet as at 31 December 21), an income statement for the first six months of 2022 (with a comparative income statement for the first six months of 2021) and explanatory notes.
The accounting and valuation principles for each of the standards are identical to those used in the financial statements for the year ended 31 December 2021. The Belgian accounting rules were not subject to any changes which would have a significant impact for the Company.
The condensed interim financial information at 30 June 2022 is intended to update the financial information as at 31 December 2021. The notes therefore do not include all the information that was already included in the financial statements as at 31 December 2021. The main purpose is to ensure the comparability of the condensed half-year financial statements at 30 June 2022 with the annual accounts as of 31 December 2021 and to inform the user of any significant changes in the amounts presented in the accounts and any changes during the first semester of 2022. This information should therefore be read in conjunction with the annual accounts as at 31 December 2021.
This condensed interim financial information as at 30 June 2022 of Financière de Tubize was prepared by a resolution of the Board of Directors dated 29 July 2022.
ASSETS |
Note |
30/06/2022 |
31/12/2021 |
Fixed assets |
|
1,837,687 |
1,743,221 |
Financial fixed assets |
1. |
1,837,687 |
1,743,221 |
Current assets |
|
560 |
15,930 |
Amounts receivable within one year |
|
23 |
1 |
Current investments and Cash at bank and in hand |
|
491 |
15,900 |
Deferred charges and accrued income |
|
46 |
29 |
TOTAL ASSETS |
|
1,838,248 |
1,759,151 |
EQUITY AND LIABILITIES |
|
30/06/2022 |
31/12/2021 |
Equity |
|
1,792,004 |
1,704,731 |
Capital |
2. |
235,000 |
235,000 |
Share premium account |
|
1,225 |
1,225 |
Reserves |
|
1,379,130 |
1,379,130 |
Legal reserve |
|
23,500 |
23,500 |
Unavailable reserves |
|
456 |
456 |
Untaxed reserves |
|
- |
- |
Available reserves |
|
1,355,174 |
1,355,174 |
Accumulated profits Profit of the period |
|
89,377 87,273 |
89,377 |
Liabilities |
|
46,243 |
54,420 |
Amounts payable after more than one year |
|
- |
- |
Credit institutions |
3. |
- |
- |
Amounts payable within one year |
|
46,243 |
54,420 |
Current portion of amounts payable after more than one year falling due within one year |
3. |
45,000 |
20,000 |
Trade debts |
|
540 |
467 |
Other amounts payable |
4. |
427 |
33,836 |
Accruals and deferred income |
|
276 |
117 |
TOTAL EQUITY AND LIABILITIES |
|
1,838,248 |
1,759,151 |
Regarding semesters ending |
Note |
30/06/2022 |
30/06/2021 |
Operating charges |
|
(786) |
(792) |
Services and other goods |
|
(786) |
(792) |
Operating profit |
|
(786) |
(792) |
Financial income |
|
89,033 |
86,458 |
Recurring financial income |
|
89,033 |
86,458 |
Income from financial fixed assets |
|
89,033 |
86,458 |
Financial charges |
|
(978) |
(666) |
Recurring financial charges |
3. |
(651) |
(642) |
Debt charges |
|
(651) |
(642) |
Other financial charges |
|
(328) |
(24) |
Exceptional charges/income | 4 | - | |
Other non-recurring income | 4 | - | |
Gain before taxes |
|
87,273 |
85,000 |
Income taxes |
|
- |
- |
Profit |
|
87,273 |
85,000 |
Basic and diluted earnings per share (in €) |
|
1.96 |
1.91 |
After the acquisition of 1,053,840 additional shares in Mars and May 2022, Financière de Tubize increased its stake from 68,387,021 UCB shares (representing 35.16% of UCB shares) as of December 31, 2021 to 69,440,861 UCB shares (representing 35.70% of the total shares issued by UCB) as of June 30,2022.
|
30/06/22 |
31/12/21 |
Number of UCB shares |
69,440,861 |
68,387,021 |
Share price UCB (€) |
80.64 |
100.35 |
Fair value of the participating interest in UCB (€ 000) |
5,599,711 |
6,862,638 |
Carrying value (€ 000) |
1,837,687 |
1,743,221 |
Excess of fair value over carrying value (€ 000) |
3,762,024 |
5,119,417 |
During the first semester of 2022, 49 shares have been registered, reducing the number of dematerialized shares.
|
01/01/2022 |
Annulation |
Transfers |
30/06/2022 |
Number of nominal shares |
33,327,927 |
- |
(49) |
33,327,878 |
Number of dematerialized shares |
11,184,671 |
- |
49 |
11,184,720 |
Total number of shares |
44,512,598 |
- |
- |
44,512,598 |
€ 000 |
Confirmed lines |
Used |
Available |
|||
Floating |
Fixed |
Total |
||||
01/01/2022 |
Opening |
350,000 |
(20,000) |
- |
(20,000) |
330,000 |
02/03/2022 |
Advance on roll-over credit line |
- |
(20,000) |
- |
(20,000) |
(20,000) |
20/05/2022 |
Advance on roll-over credit line |
- |
(5,000) |
- |
(5,000) |
(5,000) |
30/06/2022 |
Closing |
350,000 |
(45,000) |
- |
(45,000) |
305,000 |
The confirmed credit lines at 30 June 2022 amounted to € 350,000k and the available margin on confirmed lines amounted to € 305,000k.
€ 000 |
Confirmed lines |
Utilisation |
|||
Floating |
Fix |
Total |
|||
31/08/2025 |
|
250,000 |
(25,000) |
- |
(25,000) |
30/09/2025 |
|
100,000 |
(20,000) |
- |
(20,000) |
|
|
350,000 |
(45,000) |
- |
(45,000) |
Six months ended 30 June 2022 |
€ 000 |
Interest expenses |
(175) |
Commitment fee |
(476) |
Other Financial cost |
(328) |
Total |
(978) |
Real guarantees
A number of UCB shares are pledged to the banks. The total market value of these shares must be greater than 150% of the outstanding bank loans.
On 30 June 2022, taking into account the bank debt of € 45.0 million, the number of UCB shares pledged amounted to 1,150,448. On 30 June 2022, the book value of the pledged shares amounted to € 30,446k .
€ 000 |
30/06/2022 |
31/12/2021 |
Dividends to be paid |
- |
(33,384) |
Unclaimed dividends |
(427) |
(426) |
Others |
- |
(25) |
Total |
(427) |
(33,835) |
As of June 30, 2022, the company complies with the banking covenants associated with its credit lines:
The solvency ratio (equity as a % of the balance sheet total) cannot be less than 70%; as of June 30, 2022, the ratio stands at 97.48%.
|
30/06/2022 |
Equity at 30 June 2022 (€ 000) |
1,792,004 |
Balance sheet total (€ 000) |
1,838,248 |
Solvency ratio |
97.48% |
The debt ratio (outstanding bank loans as a % of the market value of the shares in UCB) cannot exceed 30%; at 30 June 2022, the ratio amounted to 0.80%.
|
30/06/2022 |
Number of UCB shares (A) |
69,440,861 |
Market value per UCB share (€) (B) |
80.64 |
Market value of the participation in UBC (€ 000) (A) x (B) = C |
5,599,711 |
Outstanding bank loans (€ 000) (D) |
45,000 |
Debt ratio (D) / C) |
0.80% |
Statutory auditor’s report to the Board of Directors of Financière de Tubize on the review of condensed interim financial information for the six-month period ended 30 June 2022
Introduction
We have reviewed the accompanying interim condensed financial information, including a condensed balance sheet of Financière de Tubize as of 30 June 2022, a condensed profit and loss statement for the period of six months ended on that date as well as some explanatory notes. The Board of Directors is responsible for the preparation and presentation of this condensed interim financial information in accordance with the financial reporting standards applicable in Belgium and with the periodic disclosure obligations of Belgian issuers whose securities are admitted to trading on a regulated market. Our responsibility is to express a conclusion on this condensed interim financial information based on our review.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed interim financial information is not prepared, in all material respects, in accordance with the financial reporting standards applicable in Belgium and with the periodic disclosure obligations of Belgian issuers whose securities are admitted to trading on a regulated market.
Brussels, July 29, 2022
BDO Réviseurs d’Entreprises SRL
Statutory auditor
Represented by Christophe COLSON
1.
€ 000 |
Notes |
30/06/2022 |
31/12/2021 |
Participating interest in UCB |
1.1. |
3,526,463 |
3,251,834 |
Non-current assets |
|
3,526,463 |
3,251,834 |
Prepayments |
|
47 |
29 |
Trade receivables | 22 | - | |
Other receivables |
|
1 |
1 |
Cash and cash equivalents |
|
491 |
15,900 |
Current assests |
|
561 |
15,930 |
Assets |
|
3,527,024 |
3,267,764 |
|
|
|
|
Equity Capital and reserves |
|
3,480,877 3,480,877 |
3,246,826 |
Bank borrowings | 2.3. | - | - |
Non-current liabilities | |||
Bank borrowings |
2.3. |
45,215 |
20,041 |
Other creditors |
|
932 |
897 |
Current liabilities |
|
46,147 |
20,938 |
Liabilities |
|
46,147 |
20,938 |
|
|
|
|
Equity and liabilities |
|
3,527,024 |
3,267,764 |
For the six months ended 30 June
€ 000 |
Notes |
2022 |
2021 |
NET PROFIT OR LOSS |
|
|
|
Share of profit of UCB |
1.1. |
145,954 |
205,970 |
Borrowing cost |
2.3. |
(702) |
(352) |
General and administrative expenses |
|
(785) |
(792) |
Non-recurring operating expenses | 4 | - | |
Profit before tax |
|
144,471 |
204,826 |
Income tax |
3.2. |
- |
- |
Profit |
|
144,471 |
204,826 |
OTHER COMPREHENSIVE INCOME |
|
- |
- |
Share, after tax, of other comprehensive income of UCB |
|
131,397 |
40,540 |
Share of items that will not be reclassified subsequently to profit or loss |
1.2. |
(9,283) |
9,716 |
Share of items that will be reclassified subsequently to profit or loss when specific conditions are met |
1.2. |
140,680 |
30,824 |
Other items of other comprehensive income, after tax, that will be reclassified subsequently to profit or loss when specific conditions are met |
|
- |
(207) |
Cash flow hedges |
2.4. |
- |
(207) |
Total other comprehensive income |
|
131,397 |
40,333 |
|
|
|
|
COMPREHENSIVE INCOME |
|
275,868 |
245,159 |
Profit attributable to |
|
|
|
Owners of the parent |
|
144,471 |
204,826 |
Non-controlling interests |
|
- |
- |
Comprehensive income attributable to |
|
- |
- |
Owners of the parent |
|
275,868 |
245,159 |
Non-controlling interests |
|
-
|
- |
Earnings per share |
|
- |
- |
Basic and diluted (in €) |
|
3.25 |
4.6 |
For the six months ended 30 June 2022
€ 000 |
Capital and share premium |
Retained earnings |
Treasury Shares |
Employee benefits |
Translation adjustments |
Assets held for sale |
Cash flow hedges |
Total equity |
01/01/2022 |
236,225 |
3,205,963 |
(144,187) |
(22,040) |
(33,246) |
22,543 |
(18,432) |
3,246,826 |
Dividends |
- |
(33,384) |
- |
- |
- |
- |
- |
(33,384) |
Profit |
- |
144,471 |
- |
- |
- |
- |
- |
144,471 |
Share in other changes in net assets of UCB |
- |
- |
- |
(9,283) |
139,821 |
8,772 |
(7,913) |
131,397 |
Global Result |
- |
144,471 |
0.00 |
(9,283) |
139,821 |
8,772 |
(7,913) |
275,868 |
Share based payments |
- |
15,490 |
- |
- |
- |
- |
- |
15,490 |
Transfer between reserves |
- |
(31,574) |
31,574 |
- |
- |
- |
- |
- |
Treasury shares |
- |
- |
(8,319) |
- |
- |
- |
- |
(8,319) |
Share of other changes of net assets of UCB | - | (16,084) | 23,255 | - | - | - | - | 7,171 |
Changes in the number of treasury shares held by UCB |
- |
(13,487) |
(1,601) |
(227) |
(372) |
237 |
(154) |
(15,603) |
Balance as per 30/06/2022 |
236,225 |
3,287,556 |
(122,533) |
(31,550) |
106,203 |
31,552 |
(26,499) |
3,480,877 |
For the six months ended 30 June 2021
€ 000 |
Capital and share premium |
Retained earnings |
Treasury Shares |
Other reserves |
Translation adjustments |
Assets held for sale |
Cash flow hedges |
Total equity |
01/01/2021 |
236,225 |
2,853,189 |
(143,057) |
(52,445) |
(134,118) |
13,719 |
19,388 |
2,792,901 |
Dividends |
- |
(30,269) |
- |
- |
- |
- |
- |
(30,269) |
Profit |
- |
204,826 |
- |
- |
- |
- |
- |
204,826 |
Share in other changes in net assets of UCB |
- |
- |
- |
9,716 |
38,590 |
10,818 |
(18,584) |
40,540 |
Cash flow hedges |
- |
- |
- |
- |
- |
- |
(87) |
(87) |
Reclassification adjustments |
- |
- |
- |
- |
- |
- |
(120) |
(120) |
Global Result |
- |
204,826 |
- |
9,716 |
38,590 |
10,818 |
(18,791) |
245,159 |
Share based payments |
- |
- |
- |
- |
- |
- |
- |
14,522 |
Transfer between reserves |
- |
(22,799) |
22,799 |
698 |
- |
(698) |
- |
- |
Treasury shares |
- |
- |
(30,614) |
- |
- |
- |
- |
(30,614) |
Transfers to minority interests |
436 | 436 | ||||||
Share of other changes of net assets of UCB | - | (8,277) | (7,815) | 1,134 | (698) | - | (15,656) | |
Changes in the number of treasury shares held by UCB |
- |
3,552 |
(647) |
(240) |
(613) |
63 |
109 |
2,224 |
Balance as per 30/06/2021 |
236,225 |
3,023,021 |
(151,519) |
(41,835) |
(96,141) |
23,902 |
706 |
2,994,359 |
For the six months ended 30 June
€ 000 |
|
2022 |
2021 |
Directors remuneration & attendance fees |
|
(140) |
(260) (30) |
Cash flows from operating activities |
|
(614) |
(664) |
Dividends received |
|
89,033 |
86,458 |
UCB |
|
(94,743) |
(20,008) |
Cash flows from investing activities |
|
(5,710) |
66,450 |
Dividends paid |
|
(33,384) |
(30,269) |
Withholding tax collected |
|
(1) |
(11) |
Interest and commission paid |
|
(651) |
(712) |
Bank cost |
|
(49) |
(13) |
Drawings from the confirmed lines |
|
25,000 |
34,000 |
Reimbursement of bank borrowings |
|
- |
(67,500) |
Cash flows from financing activities |
|
(9,085) |
(64,505) |
Total cash flows |
|
(15,409) |
1,281 |
Cash and cash equivalents beginning of period |
|
15,900 |
983 |
Cash and cash equivalents end of period |
|
491 |
2,264 |
Basis of preparation
Financière de Tubize is a public limited company under Belgian law listed on the Euronext brussels stock exchange. This interim financial information summarized as at June 30, 2022 from Financière de Tubize has been prepared for informational purposes only and is approved by the Board of Directors on July 29, 2022.
This condensed interim financial information has been prepared in accordance with international standard IAS 34 as adopted by the European Union, which contains a statement of financial position as at 30 June 2022 (with comparative figures as at 31 December 2021), a statement of net income and other comprehensive income, a statement of changes in equity, a cash flow statement for the six-month period ended June 30, 2022 (with comparative figures for the six-month period ended June 30, 2021) and a selection of explanatory notes.
The recognition and measurement principles are identical to those used in accounts closed on 31 December 2021.
Some new IFRS standards and interpretations have been in force since 1 January 2022, but these have not had a significant impact on the company.
Furthermore, the new standards and interpretations as well as the amendments to the current standards established by the IASB that will be applicable for the first time in the next 2022 annual accounts should not impact the company's EU-IFRS accounts either because they are not relevant to the company or because the current valuation rules are already adapted in relation to these new developments.
Finally, the estimates and judgments reported in previous periods have not changed significantly.
Selection of explanatory notes
€ 000 |
Share of the net assets of UCB |
Goodwill |
Total |
01/01/2022 |
3,031,554 |
220,280 |
3,251,834 |
Distribution |
(89,033) |
- |
(89,033) |
Increase of participation (note 1.5) |
48,314 |
46,429 |
94,743 |
Share of the profit of UCB |
145,954 |
- |
145,954 |
Share of other comprehensive income of UCB (v. 1.2.) |
131,397 |
- |
131,397 |
Share of other changes in net assets of UCB[4] |
7,171 |
- |
7,171 |
Impact of changes in the percentage of participating interest due to changes in the number of own shares held by UCB |
(15,603) |
- |
(15,603) |
30/06/2022 |
3,259,754 |
266,709 |
3,526,463 |
Increase in participation
In March and May 2022, the Company acquired 1,053,840 UCB shares and thus increased its stake from 35.16% to 35.70%. The acquisitions were made at an average price of € 89,64. The investment relates to an amount of € 94,743k, including acquisition costs for an amount of € 277k. Goodwill is calculated on the basis of UCB's consolidated net assets and according to the latest UCB's figures available either as of June 30th or December 31th (the date closest to the acquisitions and on which public consolidated information is available), which constitutes a good estimation of the sum of the fair values of its different components:
€000 |
30/06/2022 |
Acquisition value |
94,743 |
Net assets attributable to UCB shareholders |
8,917,213 |
Increased participation of the Company |
0.54 % |
Share in UCB's net assets |
48,314 |
Goodwill |
46,429 |
|
For the 6 months ended 30/06/22 |
||
€ 000 |
Gross |
Tax |
Net |
Items that will not be reclassified subsequently to profit or loss |
(10,765) |
1,483 |
(9,282) |
- Re-measurement of defined benefit obligations | (10,765) | 1,483 | (9,282) |
Items that will be reclassified subsequently to profit or loss when specific conditions are met |
140,680 |
- |
140,680 |
-Translation adjustments | 139,821 | - | 139,821 |
-Net result from available-for-sale financial asset | 8,772 | - | 8,772 |
-Effective portion of cash flow hedges | (7,913) | - | (7,913) |
Share of other comprehensive income of UCB |
129,915 |
1,483 |
131,398 |
|
30/06/2022 |
31/12/2021 |
Number of UCB shares |
69,440,861 |
68,387,021 |
Share price UCB (€) |
80.64 |
100.35 |
Fair value of the participating interest in UCB (€ 000) |
5,599,711 |
6,862,638 |
Carrying value (€ 000) |
3,526,463 |
3,251,834 |
Excess of fair value over carrying value (€ 000) |
2,073,248 |
3,610,804 |
Summarized statement of financial position
€ 000 000 |
30/06/2022 |
31/12/2021 |
Non-current assets |
13,049 |
10,500 |
Current assets |
3,259 |
3,711 |
Non-current liabilities |
(4,495) |
(3,000) |
Current liabilities |
(2,896) |
(2,825) |
Net assets |
8,917 |
8,386 |
Non-controlling interests |
- |
- |
Net assets attributable to UCB shareholders |
8,917 |
8,386 |
Summarized statement of profit or loss
For the six months ended 30 June 2022 |
€ 000 000 |
Revenue |
2,925 |
Profit from continuing operations |
399 |
Profit (+) or loss (-) from discontinued operations |
- |
Profit |
399 |
Non-controlling interests |
- |
Profit attributable to UCB shareholders |
399 |
Summarized statement of comprehensive income
For the six months ended 30 June 2022 |
€ 000 000 |
Profit |
399 |
Other comprehensive income |
359 |
Comprehensive income |
758 |
Non-controlling interests |
- |
Comprehensive income attributable to UCB shareholders |
758 |
Reconciliation of summarized financial information to carrying value
€ 000 000 |
30/06/2022 |
31/12/2021 |
Net assets attributable to UCB shareholders |
8,917 |
8,386 |
Interest of the Company[4] |
36.56% |
36.15% |
Company’s share of net assets of UCB |
3,260 |
3,032 |
Goodwill sur acquisition |
267 |
220 |
Carrying value of participating interest in UCB |
3,527 |
3,252 |
2. Financial instruments
€ 000 |
Loan & Receivables |
Liabilities at amortized cost |
Derivatives |
|||
30/06/22 |
31/12/21 |
30/06/22 |
31/12/21 |
30/06/22 |
31/12/21 |
|
Prepayments |
47 |
29 |
- |
- |
- |
- |
Other receivables |
23 |
1 |
- |
- |
- |
- |
Cash & cash equivalents |
491 |
15,900 |
- |
- |
- |
- |
Bank borrowings |
- |
- |
(45,215) |
(20,041) |
- |
- |
Derivatives |
- |
- |
- |
- |
- |
- |
Other creditors |
- |
- |
(932) |
(897) |
- |
- |
Total |
561 |
15,930 |
(46,147) |
(20,938) |
- |
- |
€ 000 |
Level of the inputs in the fair value hierarchy |
Carrying values |
Fair value |
||
30/06/22 |
31/12/21 |
30/06/22 |
31/12/21 |
||
Prepayments |
- |
47 |
29 |
47 |
29 |
Other receivables |
- |
23 |
1 |
23 |
1 |
Cash & cash equivalents |
- |
491 |
15,900 |
491 |
15,900 |
Bank borrowings |
2 |
(45,215) |
(20,041) |
(45,215) |
(20,041) |
Derivatives |
2 |
- |
- |
- |
- |
Other creditors |
- |
(932) |
(897) |
(932) |
(897) |
Carrying values
€ 000 |
Non-current |
Current |
Total |
|||
30/06/22 |
31/12/21 |
30/06/22 |
31/12/21 |
30/06/22 |
31/12/21 |
|
Floating rate borrowings |
- |
- |
(45,000) |
(20,000) |
(45,000) |
(20,000) |
Fixed rate borrowings |
- |
- |
- |
- |
- |
- |
Accrued interest |
- |
- |
(215) |
(41) |
(215) |
(41) |
Total |
- |
- |
(45,215) |
(20,041) |
(45,215) |
(20,041) |
Evolution of bank debt during the first half of FY 2022
€ 000 |
Confirmed lines |
Used |
Available |
||||
Floating |
Fixed |
Total |
|
||||
01/01/2022 |
Opening |
350,000 |
(20,000) |
- |
(20,000) |
330,000 |
|
02/03/2022 |
Advance on roll-over line of credit |
- |
(20,000) |
- |
(20,000) |
(20,000) |
|
20/05/2022 |
Advance on roll-over line of credit |
- |
(5,000) |
- |
(5,000) |
(5,000) |
|
30/06/2022 |
Closing |
350,000 |
(45,000) |
- |
(45,000) |
305,000 |
|
|
|
|
|
|
|
|
|
The used part of the confirmed lines as of June 30th, 2022 has been accounted as a debt payable within one year due to the foreseeable date of the actual repayment.
Contractual maturities
€ 000 |
Confirmed lines |
Utilization |
|||
Floating |
Fix |
Total |
|||
31/08/2025 |
|
250,000 |
(25,000) |
- |
(25,000) |
30/09/2025 |
|
100,000 |
(20,000) |
- |
(20,000) |
Covenants
The Company must comply with the following debt covenants:
Collateral for the bank borrowings must consist of a number of UCB shares. The total market value of these shares must be greater than 150% of the outstanding bank loans. At 30 June 2022, taking into account the bank debt of € 45.0 million, the number of UCB shares pledged amounted to 1,150,448. On 30 June 2022, the book value of the pledged shares amounted to € 30,446k.
Borrowings may not exceed 30% of the fair value of the investment in UCB; at 30 June 2022, this ratio amounted to 0.80%.
The solvency ratio (equity versus balance sheet total under Belgian standards) must exceed 70%; at 30 June 2022, this ratio amounted to 97.48%.
Debt charges
Six months ended 30 June 2022 |
€ 000 |
Interest expenses |
(175) |
Commitment fee |
(476) |
Other financial cost |
(51) |
Total |
(702) |
|
Total |
Recognised |
Unrecognised |
|||
€ 000 |
30/06/22 |
31/12/21 |
30/06/22 |
31/12/21 |
30/06/22 |
31/12/21 |
Interest rate swaps |
- |
- |
- |
- |
- |
- |
Unused tax credits |
36,560 |
36,825 |
- |
- |
36,560 |
36,825 |
Deferred tax assets |
36,560 |
36,825 |
- |
- |
36,560 |
36,825 |
In accordance with the standard of IAS 12, the Company recognizes deferred tax assets only if the probability exists that it will have taxable profits on which the deductible temporary differences amounts will be offset. It is 'probable' that the Company will have a sufficient taxable profit, when there are sufficient taxable temporary differences that reverse, either during the same period as the asset, or during a period over which the loss resulting from the asset may be deferred. The deferred tax asset relating to unused tax credits is not recognized in the absence of convincing indications that the Company will have sufficient taxable profits on which unused tax credits will be offset. Tax credits do not have a fixed expiry date.
Six months ended 30 June 2022 |
€ 000 |
Profit before tax |
144,471 |
Theoretical income tax rate |
25.00% |
Theoretical income tax |
(36,118) |
Reported income tax |
- |
Difference between theoretical and reported income tax |
(36,118) |
Dividend income |
(22,258) |
Share of the profit of UCB |
36,489 |
Tax exempt dividend income* |
21,818 |
Capitalization of UCB share acquisition costs |
69 |
Total effects of difference between theoretical and reported income tax |
36,118 |
*Limited to the results in accordance to the Belgian accounting standards of the Company
Statutory auditor’s report to the Board of Directors of Financière de Tubize on the review of condensed interim financial information for the six-month period ended 30 June 2022
Introduction
We have reviewed the accompanying interim condensed statement of financial position of Financière de Tubize as of 30 June 2022 and the related interim condensed statements of profit and loss and other comprehensive income, cash flows and changes in equity for the six-month period then ended, as well as the explanatory notes. The Board of Directors is responsible for the preparation and presentation of this condensed interim financial information in accordance with IAS 34 “Interim Financial Reporting”, as adopted by the European Union. Our responsibility is to express a conclusion on this condensed interim financial information based on our review.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed interim financial information is not prepared, in all material respects, in accordance with IAS 34 “Interim Financial Reporting”, as adopted by the European Union.
Brussels, July 29, 2022
BDO Réviseurs d’Entreprises SRL
Statutory auditor
Represented by Christophe COLSON
1.