Financière de Tubize Annual Financial report 31 December 2021 |
Financière de Tubize SA
Allée de la Recherche 60, 1070 Brussels (Belgium)
Company number: BE 0403 216 429
Contact : eric.nys@financiere-tubize.be
Financière de Tubize SA
Allée de la Recherche 60
1070 Brussels
BE 0403.216.429
GOVERNANCE AND STATEMENT OF THE BOARD OF DIRECTORS
Governance
Board of Directors
Vauban NV represented by Gaëtan Hannecart |
Chairman |
Praksis BV represented by Bruno Holthof |
Member |
SRL Nikita represented by Cyril Janssen |
Member |
Eric Cornut | Member |
Charles-Antoine Janssen |
Member |
Edouard Janssen |
Member |
Evelyn du Monceau |
Member |
Fiona de Hemptinne |
Member |
Cédric van Rijckevorsel |
Member |
Cynthia Favre d’Echallens |
Member |
AVO Mgmt BV represented by Annick van Overstraeten |
Member |
Honorary chairman
Daniel Janssen
Statutory auditor
BDO Réviseurs d’Entreprises SRL
represented by Christophe Colson
Daily management
ENRE SRL represented by Eric Nys since April 30, 2021
Statement of the Board of Directors
We confirm that, to the best of our knowledge:
ꟷ The annual accounts and the EU-IFRS financial statements, prepared in accordance with the applicable financial reporting standards, give a true and fair view of the net assets, the financial position and the results of Financière de Tubize.
ꟷ The management report includes a fair review of the development of the business, the financial position and the results of Financière de Tubize, together with a description of the principal risks and uncertainties the Company faces.
Brussels, 25th February 2022
The Board of Directors
Gaëtan Hannecart Evelyn du Monceau
Chairman of the Board of Directors Member of the Board of Directors
Financière de Tubize SA
Allée de la Recherche 60
1070 Brussels
BE 0403.216.429
REPORT OF THE BOARD OF DIRECTORS
Ladies and Gentlemen,
In accordance with the legal and statutory requirements, we are honored to report to you on the financial year 2021 and to give an overview of our management of Financière de Tubize (the ‘Company’ or ‘Tubize’).
1.1. Activities and mission of the Company
Tubize is the reference shareholder of UCB - Tubize is a mono-holding company whose securities are traded on Euronext Brussels’ regulated stock market. The Company holds and manages a 35.16% participating interest in UCB consisting of 68,387,021 shares issued by UCB, a biopharmaceutical company whose securities are also traded on the regulated stock market.
Creating long-term value – The mission of Tubize is to create long-term value for its shareholders, by supporting, as a stable reference shareholder, the maximization of UCB’s potential and the sustainable growth of its industrial project. This long-term approach is particularly important to support research, development and commercialization of products in a sector with very long cycles. Tubize is a committed investor. Its board of directors monitors, evaluates and influences, through its representatives in the board of directors of UCB, the significant strategic decisions, the performance and the risk profile of UCB. This strategy of primacy to the long term and to stability has been beneficial to the shareholders. The table set out below compares the evolution of the share price of Financière de Tubize during the periods of 1 and 5 years preceding 31 December 2021 with the variance under the BEL-20® and the Euro Stoxx 50.
Evolution of the share price
|
Periods preceding 31 December 2021 |
||
1 year |
5 years |
||
Financière de Tubize |
6.5% |
42.23% |
|
BEL 20 |
14.58% |
18.44% |
|
Euro Stoxx 50 |
|
19.42% |
30.48% |
1.2. Significant events that occurred during the financial year 2021
Dividends – Tubize has received the dividend from UCB in relation to financial year 2020 (€ 86.5 million) and has paid to its shareholders its own dividend in relation to financial year 2020 (€ 30.3 million).
The dividend proposed to the annual share holders meeting on April 29 is €0.75 per share, up 10.3% compared to last year.
Debt – Bank debt exposure has moved from € 33.5 million at 31 December 2020, thus a €0.0 at 30 June 2021. In the second half of the year, the Company drew €20 million from the €350 million of available credit lines in order to allow, if necessary, the acquisition of additional UCB shares.
Acquisition of UCB Shares– The Company acquired 310,040 UCB shares in 2021, at an average price of €81.37 and for a total amount of €25.23 million, thus bringing its stake in UCB from 35.00% at 31 December 2020 to 35.16% as at 31 December 2021.
1.3Impact of the Covid 19 crisis
The COVID-19 pandemic and the resulting economic and financial situation had no significant impact on the Company's activities and its financial statements in 2021. The Company is, in fact, a mono holding company whose sole investment is a participation in UCB and therefore has no commercial or industrial activity. The COVID-19 pandemic had no impact on the Company's liquidity or solvency and did not lead to any impairment. In a period that remains uncertain, the Company is closely monitoring health and economic developments to assess the possible financial impact of the pandemic on the Company and/or on UCB's results. In this regard, reference should be made to the content of UCB's 2021 financial report regarding the impact of the COVID-19 pandemic on its own results.
1.4Results
The profit moves from € 81,068k in 2020 to € 83,602k in 2021, thus an increase of € 2,534k or 3.13%.
The condensed profit or loss account looks as follows:
€000 |
|
2021 |
2020 |
Dividend from UCB |
86,458 |
84,415 |
|
Financial income |
- |
- |
|
Cost of borrowing |
(1,271) |
(1,109) |
|
Other financial expenses |
(45) |
10 |
|
General expenses |
|
(43) |
(1) |
General costs | (1,497) | (2,249) | |
Profit before tax |
83,602 |
81,068 |
|
Income taxes |
|
- |
- |
Net profit |
|
83,602 |
81,068 |
The dividend received from UCB in 2021 in relation to financial year 2020 amounts to € 86.46 million (gross dividend of € 1.27 per share) against € 84.42 million (€ 1.24 per share) for the prior year.
The cost of bank borrowings has moved from € 1,109k in 2020 to € 1,271k in 2021, thus a increase of € 162k. This increase is mainly related to commitment fees (€1.105k) on the available margin of the two lines of credit confirmed in September 2020. This increase is partially offset by a decrease in debt charges linked to a significant reduction in indebtedness following the repayment of all the bank loans which had been taken out to finance the acquisition of the stake in UCB. The average cost of debt decreased from 2019 (1.12%) to 2020 (1.04%) thanks to favorable market conditions and active management of bank debt. This downward trend is confirmed in 2021 (1.01%).
General expenses decrease from €2,248k in 2020 to €1,497k in 2021. This change is mainly related to the donation of one million euros granted during the previous financial year to the UCB Community Health Fund in the context of the crisis. of Covid-19.
Following the application of the participation exemption regime for dividends received, no corporate income taxes are due. Indeed, the firm benefits from a 100% tax exemption in accordance with the law of December 25th, 2017.
The total amount of untaxed reserves on the December 31, 2020 balance sheet was transferred to retained earnings carried forward to December 31, 2021 in order to align the accounting nature of these reserves with the tax nature. This transfer was made by a deduction from untaxed reserves in the income statement at the level of the profit for the year to be allocated.
1.5. Financial position
The condensed balance sheet at 31 December 2021 looks as follows:
€000 |
|
2021 |
2020 |
Participation in UCB |
|
1,743,221 |
1,717,992 |
Current investments and cash at bank and in hand |
|
15,900 |
983 |
Other assets |
|
30 |
50 |
Total assets |
|
1,759,151 |
1,719,025 |
Equity |
|
1,704,731 |
1,654,513 |
Bank borrowings |
|
20,000 |
33,500 |
Other liabilities |
|
34,420 |
31,012 |
Total equity and liabilities |
1,759,151 |
1,719,025 |
Participation in UCB
The Company acquired 310,040 UCB shares in 2021, thus bringing its participation in the capital of UCB from 35.00% at 31 December 2020 to 35.16% at 31 December 2021. The participation in the capital of UCB is taken over at its acquisition value for an amount of €1,717,992k at 31 December 2020 compared to €1,743,221 at 31 December 2021, i.e. an average acquisition value of €25.49 per share at 31 December 2021 (€25.24 at 31 December 2020). The market price of the UCB share at 31 December 2021 was €100.35 (€84.48 at 31 December 2020).
Equity
Equity increased from €1,654,513k at 31 December 2020, to €1,704,731k 31 December 2021. This increase of €50,218k comes from the result for the financial year (€83,602k), partially offset by the dividend to be paid relating to the 2021 financial year (€ 33,384k).
The market capitalization of Tubize stands at €4,019,488k at 31 December 2021 (44,512,598 shares at €90.3) compared to €3,676,741k at 31 December 2020 (44,512,598 shares at €82.60).
The solvency ratio (equity as a percentage of total assets) increased from 96.25% as of December 31, 2020, to 96.91% as of December 31, 2021. This ratio remains very strong and is well above the minimum limit of 70% that the Company has agreed with its bankers.
Bank borrowings
Outstanding bank debt decreased from €33,500k at 31 December 2020, to €20,000k at 31 December 2021. The evolution of confirmed lines and their uses during the year 2021 is included in note 4.2 .6. EU-IFRS financial statements.
The debt ratio (outstanding bank debt as a percentage of the market value of the stake in UCB) decreased from 0.58% at 31 December 2020, to 0.29% at 31 December 2021. This ratio therefore remains very low and well below the 30% limit agreed with the bankers.
The Company contracted two loans for a total amount of €350 million, of which € 330 millions was not used as per 31 December 2021.
1.6 Dividend
In May 2021, the Company collected the dividend relating to the financial year 2020 distributed by UCB (€ 86,458k) and paid its own dividend relating to the financial year 2020 (€ 30,269k).
Each year, the Board of Directors takes several elements into consideration when allocating the result that it submits to the Ordinary General Meeting. The essential elements which influence the amount of the dividend are the primacy of the long term, the dependence of the Company's results on the dividend distributed by UCB, financial commitments, compliance with banking covenants and the wish of shareholders to be able to benefit from a steady pay.
This year, the amount of bank debt having once again fallen sharply, the Board of Directors has decided, for the 2021 financial year, to propose the distribution of a gross dividend of €0.75 per share, i.e. an increase of 10.3% compared to the previous year. To this end, a total amount of €33,384k has been recognized as a liability in the annual accounts as at 31 December 2021.
If the general meeting of April 29, 2022 approves the 2021 annual accounts and the proposed allocation of results, the dividend will be payable from May 5, 2022 to the offices, headquarters and agencies of BNP Paribas Fortis, against delivery of coupon n° 17 .
Coupon n°17 |
Dates |
Ex-coupon |
3 May 2022 |
Record |
4 May 2022 |
Payment |
5 May 2022 |
1.7. EU-IFRS Financial statements
In order to provide useful and complete information to the market, the Company prepares, in addition to the annual accounts drawn up in accordance with the Companies and Associations Code and Belgian accounting law (BE GAAP), financial statements in accordance with international financial reporting standards such as adopted by the European Union (EU-IFRS), with equity accounting for UCB.
The table below compares net income under BE GAAP with net income and other changes in equity under EU-IFRS.
€000 |
2021 |
2020 |
Profit BE GAAP |
83,602 |
81,068 |
Elimination of received dividend from UCB |
(86,458) |
(84,415) |
Share of the profit of UCB |
382,627 |
263,742 |
Ineffectiveness hedge accounting |
164 |
124 |
Re-measurement of fair value of derivatives |
120 |
- |
Other | 35 | - |
Profit EU-IFRS |
380,090 |
260,519 |
Cash flow hedge |
(87) |
120 |
Reclassification adjustments, after tax effect, related to derivatives | (120) | - |
Share of other comprehensive income of UCB |
103,049 |
(90,335) |
Comprehensive income EU-IFRS |
482,932 |
170,304 |
Paid dividend |
(30,269) |
(27,598) |
Share of the other changes of net assets of UCB |
4,035 |
(5,140) |
Impact of changes in the percentage of the participation in UCB |
(2,773) |
(8,965) |
Changes in EU-IFRS equity |
453,925 |
128,601 |
EU-IFRS equity beginning of the period |
2,792,901 |
2,664,300 |
EU-IFRS equity end of the period |
3,246,826 |
2,792,901 |
Changes in EU-IFRS equity |
453,925 |
128,601 |
1.8. Key figures for 5 year
|
2021 |
2020 |
2019 |
2018 |
2017 |
Participation in UCB at 31/12 |
|
|
|
|
|
Number of UCB shares held by Tubize |
68,387,021 |
68,076,981 |
68,076,981 |
68,076,981 |
68,076,981 |
% of total shares issued by UCB |
35.16 |
35 |
35 |
35 |
35 |
Acquisition value (€ 000) |
1,743,221 |
1,717,992 |
1,717,992 |
1,717,992 |
1,717,992 |
Equity method value (€ 000) |
3,251,834 |
2,826,125 |
2,751,238 |
2,481,939 |
2,309,844 |
Fair value (€ 000) |
6,862,638 |
5,751,143 |
4,826,658 |
4,853,889 |
4,505,335 |
|
|
|
|
|
|
Total assets at 31/12 (€ 000) |
|
|
|
|
|
BE GAAP |
1,759,151 |
1,719,025 |
1,718,518 |
1,721,778 |
1,719,477 |
EU-IFRS |
3,267,764 |
2,827,158 |
2,751,764 |
2,483,601 |
2,311,329 |
|
|
|
|
|
|
Equity at 31/12 (€ 000) |
|
|
|
|
|
BE GAAP |
1,704,731 |
1,654,513 |
1,603,714 |
1,553,451 |
1,501,402 |
EU-IFRS |
3,246,826 |
2,792,901 |
2,664,300 |
2,339,563 |
2,115,676 |
|
|
|
|
|
|
Bank borrowings at 31/12 (€ 000) |
20,000 |
33,500 |
86,500 |
142,500 |
192,000 |
Balance sheet structure at 31/12 (%) |
|
|
|
|
|
Solvency |
96.91 |
96.25 |
93.32 |
90.22 |
87.32 |
Indebtedness |
0.29 |
0.58 |
1.79 |
2.94 |
4.26 |
|
|
|
|
|
|
Profit (€ 000) |
|
|
|
|
|
BE GAAP |
83,602 |
81,068 |
79,984 |
76,977 |
72,688 |
EU-IFRS |
380,090 |
260,519 |
283,704 |
285,156 |
285,934 |
|
|
|
|
|
|
Gross dividend per share (€) |
0.75 |
0.68 |
0.62 |
0.56 |
0.54 |
Share price(€) |
|
|
|
|
|
Minimum |
75.4 |
49.8 |
55.1 |
58.2 |
55.43 |
Maximum |
98.2 |
89 |
68 |
69.9 |
71.35 |
As at 31/12 |
90.3 |
82.6 |
63.5 |
60.7 |
63.88 |
|
|
|
|
|
|
Number of shares |
44,512,598 |
44,512,598 |
44,512,598 |
44,548,598 |
44,548,598 |
Market capitalization at 31/12 (€ 000) |
4,019,488 |
3,676,741 |
2,826,550 |
2,704,100 |
2,845,764 |
Daily average volume at Euronext Brussels (number of shares) |
6,258 |
12,061 |
5,862 |
6,925 |
7,121 |
1.9. Main risks and uncertainties
Concentration risk - 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 board of Tubize is informed about these risks and the management thereof via its representatives in the board of directors and the audit committee of UCB.
Price risk - Tubize is exposed to the market risk related to the evolution of the UCB share price. Even though elements of market imperfection might affect the share price, the board is confident that the evolution of the share price over a sufficiently long time horizon is a reliable indicator of the performance of the UCB group and its long-term development.
Cash flow risk – Tubize is exposed to cash flow risk from floating rate bank borrowings.
Liquidity risk - Tubize is exposed to liquidity risk, in particular the risk that the Company might have difficulties in satisfying its obligations under the bank debt agreements. The board considers that the expected flux of dividends from UCB will allow the Company to satisfy the committed reimbursements on the existing borrowings.
Refinancing risk – This risk occurs when Tubize would not be able to ensure the necessary funding at reasonable conditions to reimburse existing debt. The solvency and indebtedness ratios are calculated twice a year; they are well within the limits agreed with the banks. The financial conditions of the bank borrowings depend on the interest rate markets and on the assessment of the credit risk of UCB (the Company has pledged UCB shares in favor of the banks). The Company closely monitors these two variables.
Counterparty risk – This risk occurs when a bank-counterparty with cash equivalents or interest rate swaps would not meet its obligations and Tubize, as a result thereof, would incur a financial loss. The bank-counterparties are Belgian banks with a rating of ‘upper medium grade’.
Operational risk – This risk stems from inadequate or failing internal processes and systems, human errors, or external events. The Company has established detailed accounting and IT controls for each significant process. The Company has no personnel. The responsibility of directors and officers is covered by insurance.
Legal risk – This type of risk is linked to the evolution of the law, which may result in some legal uncertainty or interpretation difficulties. The board relies regularly on legal advice from an external law firm.
Compliance risk – This risk stems to be an non-compliance with applicable laws and regulations. The board relies regularly on external expert advice related to legal, tax and financial matters. The Company has adopted a Dealing Code that establishes detailed conduct of business rules to avoid insider trading; these rules impose certain prohibitions as well as preventive measures. The Company has established a conflict-of-interest policy based on strict ethical rules and a rigorous compliance of all legal and regulatory requirements applicable to the subject.
Reputational risk – To avoid damage to its image or reputation, the Company has established a corporate governance system based on proactive risk management, listening to all stakeholders, and transparent communication of significant issues.
Reference is made to section 1.3. with regard to the risk associated with the Covid-19 crisis.
2. Post balance sheet events
No significant event occurred after the end of the 2021 financial year.
3. Circumstances that might have a notable influence on the development of the Company
Future results of the Company will depend on (i) the dividend per share distributed by UCB, (ii) the number of UCB shares held, and (iii) the cost of the bank borrowings. The EU-IFRS results will, given the equity accounting of UCB, depend on the UCB outlook, which is commented in the UCB annual report.
4. Research and development
The Company has not pursued any activities in the field of research and development.
The activities of UCB are described in its own board report.
5. Branches
The Company has no branches.
6. Justification of the application of the valuation rules in going concern
This clause solely applies when the balance sheet shows losses carried forward or the income statement shows a loss for the year during two consecutive years. The Company is not in such position.
7. Other information by virtue of the Company and Associations Code (CAC)
Article 7:96, §1 and §3, CAC – During the accounting year 2020, no instances have occurred whereby a director or the general manager had a patrimonial interest opposite to a decision or transaction within the authority of the board of directors or the general manager.
Article 7:97, §1,2,3 and 5, CAC - During the accounting year 2020, no decisions or transactions have taken place that are in scope of this article that deals with conflicts of interest in the relationship with certain affiliated entities.
Article 7:203, CAC - This clause about the utilization of authorized capital does not apply, as the Company has no authorized capital.
Article 7:226, CAC – The Company has not pledged its own shares.
8. Financial instruments
The main financial instruments to which the Company is a party, are bank borrowings and interest rate swaps, including swaps with deferred start. All the relevant information concerning these instruments is included in the notes 4.2.6 et 4.2.7 of the EU-IFRS financial statements.
The Company’s exposure to financial risks and its objectives and policies to manage these risks are described in section 1.9. of this report and in note 4.2.2 of the EU-IFRS financial statements.
9. Independence and competence with respect to accounting and auditing of at least one member of the audit committee
Based on the exemption set out in article 7:99 §3, CAC, the functions assigned to the audit committee are exercised by the board of directors in its entirety. The chairman of the board of directors, NV Vauban represented by Mr Gaëtan Hannecart, is an independent director as defined in article 7:87, §1, CAC and Principle 3.5 of the 2020 Corporate Governance Code. He is competent with respect to accounting and auditing matters.
10. Corporate governance statement
10.1. Reference code
Tubize adopts the 2020 Corporate Governance Code (the ‘Code’) as reference Code. This Code can be consulted on the website www.corporategovernancecommittee.be. The Company does not apply corporate governance practices other than those required by the Code and the law.
The Corporate Governance Charter of Tubize, which was adapted to the Code and which took effect on January 1st 2020, has been published on the website www.financiere-tubize.be. It presents the implementation by Tubize of the recommendations of the Code, taking into account the specificities of the Company, and according to the ‘comply or explain’ principle.
10.2. Departures from the Code
Given the simplicity of its operating structure and the fact that the Company has only one asset, namely its 35.% participation in UCB, certain rules of the Code do not appear to be appropriate. It concerns the following items:
ꟷ The Board has not established any specialized committees (audit committee, appointment or remuneration committee). Under articles 7:99, §3 and 7:100, §3 of the CAC, respectively, the Company is exempt from the obligation to establish an audit committee and a remuneration committee. The functions assigned to those committees are exercised by the board in its entirety. For the same reasons of size, structure and simplicity of operations, the board is of opinion that the same practice can also be applied with respect to the appointment committee. The derogation from principles 4.1, 4.3, 4.10, 4.17 and 4.19 of the Code is justified in view of the activity of the Company (essentially a shareholding in UCB SA), the structure of its shareholding and the simplicity of its mode of operation (it has no executive director, no staff and its directors are remunerated solely by fixed emoluments).
ꟷ The directors' remuneration does not include any variable element linked to results or other performance criteria. Directors also do not benefit from compensation in the form of shares, stock options or an extra-legal pension scheme. The derogation from principle 7.6 of the Code is justified in view of the specificities of the Company and in particular the absence of executive directors.
ꟷ By derogation from principle 7.9 of the Code, the director in charge of the day-to-day management of the Company, does not receive variable remuneration, pension or other benefits and does not benefit from shares, stock options or any other right to acquire shares of the Company.
10.3. Main characteristics of the internal control and risk management systems
The board of directors has implemented a process and a set of procedures, designed to provide reasonable assurance regarding the achievement of strategic objectives (Strategic), effectiveness and efficiency of operations (Operations), compliance with laws and regulations (Compliance), and the integrity and reliability of financial information (Reporting). Once a year the board, in its capacity of audit committee, evaluates this system of internal control.
The system of internal control is tailored to the limited activities of the Company and its simple operating structure. The internal control measures are selected on the basis of the pertinent legal requirements, the principles of the relevant Belgian Code on corporate governance, the guidelines of the Corporate Governance Commission and the five internal control components developed within the international reference framework COSO (2013).
Five components of internal control
Control environment |
Integrity and ethical values; tone at the top supporting internal control; a transparent organizational structure with a clear assignment of authority and responsibility |
Risk assessment |
Identifying and assessing risks to the achievement of the Company’s SOCR objectives |
Control activities |
Establishing policies and procedures to mitigate these risks |
Information and communication |
Implementation of information and communication systems to support and monitor the achievement of the objectives |
Monitoring |
Monitoring and regular evaluation of the implemented measures |
In the description of its procedures of internal control and risk management, the Company distinguishes general procedures, specific procedures regarding risk management and specific procedures regarding the process of financial reporting.
General procedures
Integrity and ethical values are fundamental in conducting business. They are embedded in the organization through several standards and procedures (corporate governance, remuneration policy, dealing code, conflict of interests, social responsibility, gender diversity, …).
The mission, the objectives and the strategy of the Company are clearly defined.
A clear governance structure, based on the requirements of the CAC and the principles of the Corporate Governance Code relevant to the Company, has been implemented. The effective and efficient functioning of the board of directors is supported by (i) a set of internal regulations specifying the responsibilities of the board and the directors, the composition of the board, the nomination of the directors, the remuneration of the directors, and the general principles of the organization and functioning of the board, (ii) an annual cycle of agenda items for the board meetings, (iii) a dedicated procedure for the training of the directors, and (iv) detailed profiles for the functions of (independent) director and general manager. The general manager is responsible for the day-to-day management, the secretariat of the board of directors and the general meeting, and the function of compliance officer.
Responsibilities are clearly defined based on a segregation between the responsibilities of the board of directors and those of the general manager, and detailed rules with respect to signature authorities, special authorities and representation of the Company.
A set of internal procedures ensures compliance with legal and regulatory requirements and best practices.
In the annual budget approved by the board of directors, the cost of the resources to deploy a system of internal control are taken into account as an essential component of the run cost of the Company.
Security measures are implemented to ensure the continuity and the reliability of electronic information systems; the data bases of the day-to-day management are backed up on an hourly basis. The data is encrypted locally during the transfer to the server (SSL-1024) and cannot be read without a decrypting key (AES-256). The data is stored-encrypt on the server (AES-256). Moreover, the physical protection of datacenters is ensured according to the standards state of art against fire, intrusions and water damage…
External information flows via the website and internal information flows via the portal of the board of directors, are, with the support of specialized external organizations, set up in conformity with international standards of security and confidentiality (strictly coded access to the production environment, secured hosting sites and systems, …). Compliance with these standards is confirmed by external audits and by vulnerability analyses and intrusion tests by external organizations.
Concerning the follow up of its participation in UCB – its sole asset – Tubize positions itself as a committed investor. Its board of directors monitors, evaluates and influences, via its representatives on the board of directors of UCB, the significant strategic decisions, the performance and the risk profile of UCB.
The parameters for managing own funds and debt as well as compliance with financial covenants are strictly adhered to.
Specific procedures regarding risk management
The section 1.9. of the present report shows the risks to which the Company may be exposed and the way to manage these risks.
Specific procedures regarding the financial reporting process
The content of the financial information is clearly defined. The annual financial report consists of (i) the annual accounts prepared in accordance with the legal and regulatory requirements applicable in Belgium (BE GAAP), (ii) the accounts prepared in accordance with the international financial reporting standards adopted by the European Union (EU-IFRS), (iii) the report of the board of directors, and (iv) a statement of the board of directors on the true and fair view of the annual accounts and the EU-IFRS accounts and on the fair review of the board report. The half-year financial report consists of (i) the condensed interim BE GAAP accounts, (ii) the condensed interim accounts in accordance with IAS 34 on interim financial reporting, (iii) the interim report of the board of directors, and (iv) a statement of the board of directors on the true and fair view of the condensed interim accounts.
The bookkeeping is held by an external accountant accredited by the ITAA, who uses a detailed procedures manual to ensure ongoing compliance with the legal and regulatory requirements related to bookkeeping of enterprises (Economic Code, Book III, Title 3, Chapter 2 and its implementing royal decrees as well as the related advices of the “Commission des Normes Comptables”). The accounting software used is Exact Online. The bookkeeping data processed in this software are safeguarded on professional certified servers. Moreover, most of the documents in possession of the accountant are digitalized and are safeguarded on certified servers of a professional host of which the reliability of its internal control system has been confirmed by an audit. A rigorous system has been put in place to back-up the data on the server.
The BE GAAP annual accounts are prepared by an accountant mandated by the general manager on the basis of the scheme made available by the National Bank of Belgium. The annual accounts are prepared on the basis of the trial balance and based on non-accounting information necessary to complete the notes to the annual accounts. After their approval by the shareholders during the annual general meeting, the annual accounts are filed in XBRL format via the SILVERFIN software at the National Bank of Belgium. This software contains consistency checks.
In accordance with equity accounting of UCB, the EU-IFRS accounts are established by an accountant mandated by the general manager. Concerning the notes, the accountant relies on disclosure checklists of audit firms. The EU-IFRS accounts are influenced by the results of UCB. The latter has adopted a formal procedure of internal control over the process of financial reporting, called the “Transparency Directive Procedure” (for more information on this procedure, see the board report of UCB). The board of Tubize monitors this procedure via its representatives in the board of directors and the audit committee of UCB.
Apart from the organizational measures, there are specific procedures such as analytical review by the general manager/accountant of the balance sheet and profit & loss account, the preparation of a closing file with detailed justification of balances, the reconciliation of accounts with external counterparties, the use of disclosure checklists to ensure compliance with accounting standards, the follow-up of the auditor’s recommendations, etc.
The delegated regulation (EU) 2018/815 of the European Commission of December 17, 2018 provides that the consolidated financial statements (IFRS) of companies whose securities are admitted to trading on a regulated market, must be marked in accordance with ESEF requirements ( “European Single Electronic Format”) using iXBRL tags. This delegated regulation is applicable in Belgium to the annual financial reports on the annual accounts for the financial years starting on January 1, 2021 or after this date.
To meet ESEF requirements, the Company has invested in a reporting tool, the IRIS CARBON Disclosures Management Tool, and will publish its 2021 annual financial report in the XHTML format. The Company is not required to file consolidated financial statements. As a result, its obligation is limited to filing the annual financial report without tags. The ESEF report is drawn up via IRIS CARBON and published on the STORI platform made available for this purpose by the FSMA. The ESEF report is drawn up and published by a chartered accountant appointed by the general manager.
10.4. Additional information requested by the Royal Decree dd. 14 November 2017
The following information is required by the aforementioned Royal Decree insofar as it may, where applicable, have an impact on the Company in the event of the launch of a take-over bid.
10.4.1. Shareholders structure
The shareholders structure of Tubize as it results from (i) the annual notification sent in accordance with article 74, §8 of the law of 1 April 2007 concerning a take-over bid (ii) notifications received by the Company in accordance with the law of 2 May 2007 concerning the publication of significant participations, and (iii) notifications executed in accordance with the market abuse regulation by the directors of the Company or by persons closely related to them, and taken into account the breakdown of the voting rights between those held in concert and those held outside concert, can be presented as follows at 31 December 2021:
|
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% |
Altaï Invest SA |
4,969,795 |
11.16% |
26,468 |
0.06% |
4,996,263 |
11.22% |
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 concert |
23,292,065 |
52.33% |
2,015,268 |
4.53% |
25,307,333 |
56.85% |
Other shareholders |
|
|
19,205,265 |
43.15% |
19,205,265 |
43.15% |
Total voting rights |
23,292,065 |
52.33% |
21,220,533 |
47.67% |
44,512,598 |
100.00% |
The SRL FEJ, Daniel Janssen, the SA Altaï Invest (controlled by Evelyn du Monceau), Barnfin SA (controlled by Bridget van Rijckevorsel) and Jean van Rijckevorsel act in concert. For a description of the terms of the concert, see section 10.4.7. here after.
10.4.2. Structure of the capital
The capital is represented by 44,512,598 ordinary shares. Each share gives the same rights to dividends and entitlement to one vote at the general shareholders meeting.
10.4.3. Restrictions to the transfer of shares
No restrictions apply to the transfer of shares other than those imposed by law or those that might result from shareholders agreements (see section 10.4.7.).
10.4.4. Special control rights
There are no instruments with special control rights.
10.4.5. Control mechanisms in a system of shareholdings by the personnel
No system of shareholdings by the personnel is in place.
10.4.6. Restrictions to the exercise of voting rights
There are no restrictions, other than legal, to the exercise of voting rights.
To attend or be represented at the general meeting and exercise her/his voting right, a shareholder must have carried out the accounting registration of his/her shares no later than the fourteenth day before the general meeting at midnight Belgian time (either for the ordinary general meeting to be held on the Friday, 29 of April 2022; Friday, 15 April 2022, the “Registration Date”), either by registering them in the Company’s register of nominative shares, or by registering them in the accounts of a licensed account holder or a settlement institution, the number of shares held on the day of the meeting being disregarded.
The shareholder must also inform the Company of her/his desire to attend the general meeting. A holder of nominative shares should send to the Company the signed original of the attendance notice, this form being appended to the convening notice. A holder of dematerialized shares should send to the Company an attestation, issued by the licensed account holder or by the settlement institution, certifying the number of shares that are registered in the accounts of the account holder or settlement institution on the name of the shareholder at the Registration Date and for which the shareholder has declared he/she wants to participate in the general meeting. The attendance notice or the attestation should reach the Company, at its registered seat, no later than six days before the date of the general meeting (being Thursday 23 April 2021 for the ordinary general meeting of 2022).
10.4.7. Agreements between shareholders
The shareholders identified in section 10.4.1. above, act in concert. The terms of the concert are laid down in a shareholders agreement. The key elements of this agreement can be summarized as follows:
ꟷ The objective of the concert is to ensure, through Financière de Tubize, the stability of the shareholder structure of UCB in view of the long-term industrial development of the latter. In this perspective, it aims at preserving the predominance of the family shareholder structure of Financière de Tubize.
ꟷ The parties to the concert consult with each other about the decisions to be taken at the general meeting of Tubize, and try, to the extent possible, to reach a consensus. They ensure that they are properly represented in the board of directors of Financière de Tubize. Within this board and through their representatives at the board of directors of UCB, they consult with each other about the significant strategic decisions concerning UCB, and try, to the extent possible, to reach a consensus.
ꟷ The parties inform each other prior to any project of significant acquisition or sale of shares of Financière de Tubize; pre-emption rights and tag along are also in place within the family.
10.4.8. Rules applicable to the appointment and replacement of members of the board of directors
The board of directors submits to the general shareholders meeting the appointments or renewals of directorships that it proposes. The shareholders may also propose candidates.
Proposals for appointment shall specify the term proposed for the mandate and indicate the useful information on the professional qualifications of the candidate, as well as a list of functions that the proposed director already exercises.
The general shareholders meeting decides on the proposals by a majority of the votes cast.
Directors are appointed by the general shareholders meeting for a term of 4 years. They are re-eligible. The expiring mandates come to an end after the ordinary general shareholders meeting, which has not renewed them.
In the event of a vacancy on the board, the directors may fill the vacancy temporarily. The general shareholders meeting will at its next meeting conduct a definitive election.
An age limit has been set at the date of the ordinary general meeting following the seventy-fifth anniversary of a member. In such a case, the person concerned resigns from his/her mandate.
10.4.9. Rules applicable to the modification of the articles of association
Only the general meeting of shareholders can amend the articles of association.
The general meeting can only deliberate on amendments of the articles of association if the purpose of the proposed amendments is explicitly mentioned in the convening notice and if those who attend the meeting represent at least half of the capital. If the latter condition is not met, a new meeting can validly deliberate irrespective of the portion of capital represented.
An amendment requires a 3/4th majority of the votes, except in those cases where the law requires stricter majority rules.
10.4.10. Powers of the board of directors
The board of directors is the management body of the Company. It is competent to decide on all matters that the law or the articles of association do not expressly entrust to the general shareholders meeting.
It is responsible for the general strategy of the Company and the implementation thereof.
Within the context of its mission, the tasks of the board of directors include but are not limited to:
ꟷ Defining the strategic objectives and implementing structures enabling their achievement
ꟷ Convenes and proposes the agendas for the ordinary and extraordinary general meetings of shareholders
ꟷ Proposes candidates for election as directors, including independents, for approval by the general meeting of shareholders
ꟷ Establishing the accounts and proposing the appropriation of the result
ꟷ Approving investments
ꟷ Prepares and closes the financial statements
ꟷ Ensuring the timely publication of the financial statements and other significant financial or non-financial information communicated to the shareholders and to the general public
ꟷ Ensuring that all human, IT and financial resources are in place to enable the Company to achieve its objectives
ꟷ Implement a system of internal control and risk management
ꟷ Assess the performance of the general manager
ꟷ Supervise the work of the statutory auditor
ꟷ Establishes the company's communication policy and supervises all external communication channels
ꟷ Determines the governance structure of the company (and reassesses it every 5 years)
ꟷ Adopts the remuneration policy and submits it to the general meeting
ꟷ Ensures the proper implementation of the Company's corporate governance rules based on the principles of the Code.
The board of directors allocates adequate resources to exercise its functions.
The board is jointly responsible towards the Company for the good execution of its authorities.
The general shareholders meeting of 25 April 2018 has authorized the board of directors to acquire shares of the Company, under the conditions set out in the law, for a period of five years from the said general meeting. The par value of the purchased shares may not exceed 20% of the subscribed capital. The acquisitions can be realized at a price between € 1 and € 200. Moreover, the general shareholders meeting of 27 April 2019 has authorized the board of directors, for a period of three years from the date of the publication of the amendment of the articles of association by the before mentioned general meeting, to acquire shares of the Company in order to avoid a serious and imminent damage to the Company.
10.4.11. Significant agreements that might be impacted by a takeover bid
The Company is part to credit agreement with BNP Paribas Fortis SA, for an amount of €250 million. The general credit opening conditions governing this agreement include a clause conferring the right to BNP Paribas Fortis SA to suspend or terminate, with immediate effect and without formal notice, entirely or partly, the credit facilities or one of its forms of utilization, for the utilized part as well as for the non-utilized part, all this in case of substantial modifications of Tubize shareholders structure which might have an impact on the composition of the governing bodies (as well as on the persons responsible for the day-to-day management) or on the overall risk assessment by the bank.
The Company is also part to a credit agreement with Belfius Bank SA, for an amount of € 100 million. The Credit Regulation of June 2012 which applies to this agreement includes a clause which confers the right to Belfius Bank SA to terminate or suspend, in whole or in part, the credit facility without formal notice or legal recourse prior, with immediate effect on the date of dispatch of the letter notifying denunciation or suspension, in the event of a change in the administration of Tubize, or if one of the active or jointly liable members, or if one of the majority shareholders withdraws or dies.
10.4.12. Indemnities in case of a takeover bid
There are no agreements between the Company and its directors or officers that would, as a result of a takeover bid, trigger indemnities to directors or officers resigning or being forced to quit their functions without any valid reason. The Company has no personnel.
10.5. Composition and functioning of the board of Directors
10.5.1. Composition
The general shareholders meeting fixes the number of directors. According to the articles of association, the board of directors consists of at least three members.
Today the board consists of eleven members (eight representatives of the reference shareholders and three independent directors).
Name |
|
Fonction |
Independent |
Executive |
Mandate |
Vauban NV represented by Gaëtan Hannecart |
Chairman |
Yes |
No |
2021-25 |
|
AVO Management BV represented by Annick van Overstraeten |
Member |
Yes |
No |
2019-23 |
|
Praksis BV represented by Bruno Holthof |
Member |
Yes |
No |
2021-25 |
|
Eric Cornut |
Member |
No |
No |
2021-22 |
|
Nikita SRL represented Cyril Janssen |
|
Member |
No |
No |
2021-25 |
Charles-Antoine Janssen |
Member |
No |
No |
2019-23 |
|
Edouard Janssen |
Member |
No |
No |
2021-25 |
|
Evelyn du Monceau |
Member |
No |
No |
2019-23 |
|
Fiona de Hemptinne |
Member |
No |
No |
2018-22 |
|
Cédric van Rijckevorsel |
Member |
No |
No |
2021-25 |
|
Cynthia Favre d'Echallens |
Member |
No |
No |
2018-22 |
Mr. Marc Speeckaert tendered his resignation effective May 29, 2021 and Mr. Eric Cornut was co-opted by the Board of Directors on that date. The confirmation of his appointment as director will be proposed for a period of 4 years expiring at the ordinary general meeting of 2026.
The mandate of Mrs. Cynthia Favre d'Echallens will expire at the ordinary general meeting of April 29, 2022, and her renewal will be proposed to that said meeting.
The mandate of Mrs. Fiona de Hemptinne will expire at the ordinary general meeting of April 29, 2022. The appointment of the company Biofina SRL represented by Mrs. Fiona de Hemptinne will be proposed as director for a period of 4 years expiring on ordinary general meeting of 2026.
Mr. Edouard Janssen presented his resignation with effect at the ordinary general meeting of April 29, 2022 and the appointment of the company EJ Management SRL represented by Mr. Edouard Janssen, will be proposed as independent director for a period of 4 years expiring on the ordinary general meeting of 2026.
10.5.2. Functioning
The board of directors appoints a chairman from among its members. The chairman coordinates the activities of the board and ensures its proper functioning. He ensures in particular that the best practices of corporate governance apply to the relations between the shareholders, the board of directors and the general manager responsible for the day-to-day management.
The role of company secretary is entrusted to the general manager. The company secretary ensures, under the leadership of the chairman, good information flow within the board of directors. He facilitates the training of board members. Directors can individually call upon the secretary. The company secretary regularly reports to the board, under the leadership of the chairman, on how board procedures, rules and regulations are complied with.
The board of directors meets when it is convened by the chairman or by the director replacing him, as often as the interests of the Company so require. It must in addition be convened when at least two directors so request. Convening is done by a written invitation to each of the directors, eight days before the meeting, except in case of urgency, and including the agenda. The board of directors can validly meet without convening if all directors are present or represented and have agreed on the agenda.
The board of directors meets at least three times a year. In 2021 the board has met nine times. The individual attendance rates of the directors is summarized in the table hereafter:
Name |
|
|
Attendance |
Vauban NV represented by Gaëtan Hannecart |
|
100% |
|
Bruno Holthof until 30/04/2021 |
100% |
||
Praksis BV represented by Bruno Holthof as from 30/04/2021 |
|
100% |
|
AVO Management BV represented by Annick van Overstraeten |
|
100% |
|
Eric Cornut as from 29/05/2021 |
|
|
100% |
Cyril Janssen until 30/04/2021 |
|
100% |
|
Nikita SRL, represented by Cyril Janssen as from 30/04/2021 |
|
89% |
|
Charles-Antoines Janssen | 100% | ||
Evelyn du Monceau |
|
7% |
|
Nicolas Janssen | 67% | ||
Fiona de Hemptinne |
|
100% |
|
Cédric van Rijckevorsel |
|
89% |
|
Cynthia Favre d'Echallens |
|
89% |
Amongst the key agenda items of the board meetings during the accounting year 2021, one could mention: the follow up on the performance of UCB, the financial reports (semester and annual), the preparation of the ordinary general meeting of 2021, the 2022 budget, several aspects of the functioning of the board (search of a new independent director, valuation, training), the negotiation of new credit lines and the management of own funds and bank debt.
The chairman of the board of directors draws up the agenda of the meetings. He ensures that the directors receive, prior to the meetings and in good time, the same precise and detailed information.
The meetings of the board of directors are chaired by the chairman or by the director replacing him.
The board may validly decide only if half of the members are present or represented. The quorum of presence is calculated on the basis of the number of directors taking part in the voting, without taking into account those who should withdraw from the deliberation pursuant to the Company and Associations Code.
Each director may, by simple letter or proxy, delegate another board member the power to represent him/her. However, no director may have more than two votes, including her/his own vote.
Resolutions are adopted by a majority of votes. In the event of a tie, the chairman of the meeting has the casting vote.
In cases where it is permitted by law, which must remain exceptional and must be duly justified by urgency and the interests of the Company, decisions of the board of directors may be taken by the unanimous written consent of the directors.
The deliberations of the board of directors are documented in minutes that are kept in a special register at the seat of the Company. These minutes are signed by at least the majority of the members who have taken part in the deliberations.
During the accounting year 2021, due to health circumstances, all but one of the meetings were held virtually.
During the financial year, there were no transactions or contractual relations between, on the one hand, the directors and/or the manager and, on the other hand, the Company, other than those resulting from their quality as director or director delegated to day-to-day management.
The Board of Directors conducted an assessment exercise for which the assistance of an independent third party was requested.
10.6. Gender diversity
Since the Company has a very simple structure and has no staff it put in place a diversity policy which essentially concerns the composition of its board of directors. This policy implies that several elements must be taken into account, such as the compliance with legal requirements and the Code, but also the reference shareholders representation, the complementarity of expertise and skills, the diversity of functions, the age, the transition from one generation to another, the gender, the independence, the motivation, the personal qualities, the availability, etc.
Article 7:86 §1 of the CAC, requires minimum one third of the board members to have a gender that is different from that of the other members. The required minimum number is rounded to the nearest whole number. The composition of the board with 7 male and 3 female members complies with the legal requirements.
Furthermore, Tubize is a company holding a stable stake in UCB participates in the Diversity Policy of UCB’s Board of Directors.
10.7. Remuneration report 2021
10.7.1. Generalities
Under Article 7: 100, §4 of the CSA, Tubize is exempt from the obligation to establish a remuneration committee. The functions attributed to the remuneration committee are performed by the board of directors as a whole. As such, the Board set, in accordance with the decision of the 2017 Ordinary General Meeting, the remuneration of the directors and of the director for day-to-day management for the 2021 financial year.
10.7.2. Policy
The ordinary general meeting of 26 April 2017 has indeed fixed from the accounting year 2017 onwards, and for an indefinite period, the remuneration to € 30,000 per year and per director and has also granted an attendance fee of € 1,000 per meeting (general meeting included) for each director. The fixed fee of the chairman of the board of directors is twice the fee of a director. He receives the same attendance fee as a director.
These amounts are exclusive of possible VAT and employer social security contributions, which will be borne by Tubize.
The services agreement between the Company and the general manager provides for a remuneration based on the number of hours performed plus an annual bonus allocated according to the achievement of objectives set by mutual agreement with the Chairman of the Board of Directors. at the beginning of each accounting year..
10.7.3. Remuneration and other benefits granted to the directors in 2021
In accordance with the decision taken by the ordinary general meeting of 2017, the fixed remuneration for the directors amounts to €30,000 per person for the accounting year 2021 . The fixed remuneration of the chairman of the board amounts to €60,000.
The following attendance fees were paid to each director during the 2021 financial year (€ 1,000 per meeting, the general meeting counting for one meeting).
Name |
|
Attendance |
Vauban NV represented by Gaëtan Hannecart |
10,000 |
|
Bruno Holthof ( director until 30/04/2021) |
2,000 |
|
Praksis BV represented by Bruno Holthof as from 30/04/2021 |
8,000 | |
Marc Speeckaert ( director until 29/05/2021) |
4,000 |
|
Eric Cornut ( director as from 29/05/2021) |
|
6,000 |
Cyril Janssen ( director until 30/04/2021) |
2,000 |
|
Nikita SRL, represented by Cyril Janssen ( director as from 30/04/2021) |
7,000 |
|
Charles-Antoine Janssen |
10,000 |
|
Nicolas Janssen | 3,000 | |
Edouard Janssen |
7,000 | |
Evelyn du Monceau |
6,000 |
|
Fiona de Hemptinne |
11,000 |
|
Cédric van Rijckevorsel |
10,000 |
|
Cynthia Favre d'Echallens |
9,0000 |
|
AVO Management BV represented by Annick van Overstraeten | 10,000 |
10.7.4. Remuneration and other benefits granted to the general manager in 2021
The mandate of the general manager exercised by the company Other Look ( OL2EF) SRL whose head office is Chaussée de Tervueren 111 in Auderghem represented by Anne Sophie Pijcke came to end as per 30 April 2021. The paid fees during the 2021 financial year amounted to € 37,000.( excluding VAT).
The mandate of the general manager is exercised by the company SRL ENRE whose head office is Place Obert de Thieusies, 1 in 7830 Thoricourt, represented by Eric Nys since the 30Th April 2021.
The fees granted to the SRL ENRE for the 2021 financial year amounted to €139,000 (excluding VAT).
The general manager's compensation consists of a fixed compensation of €1,000 (excluding VAT) per day worked plus an annual bonus of €40,000 (excluding VAT) allocated according to the achievement of objectives set by mutual agreement with the Chairman of the Board of Directors. at the beginning of each accounting year.
The general manager does not receive a pension or other benefits and does not benefit from shares, stock options or any other right to acquire Tubize shares.
The service provision agreement governing the relationship between the Company and the general manager provides that each of the parties may terminate it by notifying the other party of three months' notice starting three working days from the date of the notification, notice by registered letter. No compensation is provided for, according the agreement.
10.7.5. Remuneration and other benefits granted to other directors or executives
As the general manager is the only executive of the Company, this information is not applicable.
Brussels, the 25th of February 2022
The Board of Directors
Gaëtan Hannecart Evelyn du Monceau
Chairman of the Board of Directors Member of the Board of Directors
Financière de Tubize SA
Allée de la Recherche 60
1070 Brussels
BE 0403.216.429
ANNUAL ACCOUNTS
F-cap 1 | Identification details |
26 | ||
F-cap 2 | List of directors, business managers and auditors and declaration regarding a complimentary review or correction assignment |
|||
F-cap 2.1 | List of the directors, business managers and auditors | 27 | ||
F-cap 2.2 |
Declaration regarding a complementary review or correction assignment | 29 | ||
F-cap 3 | Balance sheet after appropriation |
|||
F-cap 3.1 | Assets | 30 | ||
F-cap 3.2 | Equity and Liabilities | 32 | ||
F-cap 4 | Income statement |
34 | ||
F-cap 5 | Appropriation account |
36 | ||
F-cap 6 | Notes |
|||
F-cap 6.1 | Statement of administration fees (not applicable) | |||
F-cap 6.2 | Statement of intangible assets (not applicable) | |||
F-cap 6.3 | Statement of tangible assets (not applicable) | |||
F-cap 6.4.2. | Enterprises linked by participating interest – participating interests and shares | 37 | ||
F-cap 6.5.1. | Participating interests information | 38 | ||
F-cap 6.6. | Other investments and deposits, allocation deferred charges and accrued income | 39 | ||
F-cap 6.7.1. | Statement of capital and shareholding structure | 40 | ||
F-cap 6.7.2. | Shareholders’ structures of the company at year end closing date | 42 | ||
F-cap 6.8 | Provisions for other liabilities and charges (not applicable) | |||
F-cap 6.9 | Statement of amounts payable, accrued charges and deferred income | 43 | ||
F-cap 6.10 | Operating results | 46 | ||
F-cap 6.11 | Financial results | 48 | ||
F-cap 6.12 | Income and charge of exceptional size or incidence (not applicable) | 49 | ||
F-cap 6.13 | Income taxes and other taxes | 50 | ||
F-cap 6.14 | Rights and commitments not reflected in the balance sheet | 51 | ||
F-cap 6.15 | Relationships with affiliated enterprises, associated enterprises and other enterprises | |||
linked by participating interests | 55 | |||
F-cap 6.16 | Financial relationships with | 57 | ||
F-cap 6.17 | Derivatives not measured at fair value | 58 | ||
F-cap 6.18 | Information relating to consolidated accounts (not applicable) | |||
F-cap 6.19 | Valuation rules | 59 |
The 31 December 2021 annual accounts of Financière de Tubize have been established by a resolution of the board of directors of 25 February 2022 and will be submitted for approval by the general shareholders meeting of 29 April 2022.
Financière de Tubize SA
Allée de la Recherche 60
1070 Brussels
BE 0403.216.429
EU-IFRS FINANCIAL STATEMENTS
The EU-IFRS financial statements of Financière de Tubize for the financial year ended 31 December 2021 have been established by a resolution of the board of directors of 25 February 2022 and will be communicated to the general shareholders meeting of 29 April 2022.
1.1. Identification
NAME: Financière de Tubize
Legal form: Public Limited Company
Address: Allée de la Recherche 60, 1070 Anderlecht, Belgium
Register of legal persons – Commercial Court of Brussels
Website: http://www.financiere-tubize.be
Company number |
BE 0403 216 429 |
EU-IFRS FINANCIAL STATEMENTS to be communicated to the general meeting of |
29/04/2022 |
Period from |
01/01/2021 |
au |
31/12/2021 |
Prior period from |
01/01/2020 |
au |
31/12/2020 |
1.2. Board of Directors
Vauban NV (BE 0338.114.246), Chairman of the board of directors, Rue Ducale 47-49, B-1000 Bruxelles, represented by Gaëtan Hannecart
AVO Management BV (BE0462.974.466), member of the board of directors, Avenue Franklin Roosevelt 210/8, B-1050 Bruxelles, represented by Annick van Overstraeten
Praksis BV ( BE0451.476.206), represented by Bruno Holthof, member of the board of directors, Paardenmarkt 117 Bus 3, B-2000 Antwerpen
Eric Cornut ,member of the board of directors, Bleicherweg 4, 4102 Binningen Switzerland
Nikita SRL ( BE 0473.566.767), represented by Cyril Janssen, member of the board of directors, Rue des Mélèzes 29, B-1050 Ixelles
Charles-Antoine Janssen, member of the board of directors, Claire Colline, Chaussée de Bruxelles 110, B-1310 La Hulpe
Edouard Janssen, member of the board of directors, Chaussée de Bruxelles 108, B-1310 La Hulpe
Evelyn du Monceau, member of the board of directors, Avenue des Fleurs 14, B-1150 Woluwé-Saint-Pierre
Fiona de Hemptinne, member of the board of directors, Fairlawn Grove 20, W4 5EH London, UK
Cédric van Rijckevorsel, member of the board of directors, Chipstead Street 37, SW6 3S3 London, UK
Cynthia Favre d’Echallens, member of the board of directors, Route d’Ottignies 74A, B-1380 Lasne
1.3. Independent Auditor
BDO Réviseurs d’entreprises SRL (BE 0431.088.289), commissaire (Register IRE n° B00023), Da Vincilaan, 9 Box E.6 1930 Zaventem, represented by Christophe Colson (Register IRE n° A02033)
1.4. Activities and mission
Financière de Tubize (the “Company”) is a mono-holding company, listed on Euronext Brussels under the ISIN code TUB BE0003823409, that holds and manages a participating interest of 68,387,021 UCB shares, representing 35.16% of the total shares issued by UCB, a biopharmaceutical company domiciled in Belgium whose shares are also listed on Euronext Brussels. Financière de Tubize is the reference shareholder of UCB.
The mission of Financière de Tubize is to create long term value for its shareholders by supporting, as a stable reference shareholder, the maximization of UCB’s potential and a sustainable growth of its industrial project.
For information about UCB : www.ucb.com
Gaëtan Hannecart Evelyn du Monceau
Chairman of the Board of Directors Member of the Board of Directors
2. Financial statements
€ 000 |
|
|
|
31 December |
Notes |
2021 |
2020 |
Participating interest in UCB |
4.1.1. |
3,251,834 |
2,826,125 |
Non-current assets |
|
3,251,834 |
2,826,125 |
Prepayments |
4.2.4. |
29 |
50 |
Other receivables |
|
1 |
- |
Cash and cash equivalents |
4.2.5. |
15,900 |
983 |
Current assets |
|
15,930 |
1,033 |
Assets |
|
3,267,764 |
2,827,158 |
|
|
|
|
Equity Capital and reserves |
2.3. |
3,246,826 3,246,826 |
2,792,901 2,792,901 |
|
|
|
|
Bank borrowings |
4.2.6. |
- |
- |
Derivatives |
4.2.7. |
- |
- |
Non-current liabilities |
|
- |
- |
Bank borrowings |
4.2.6. |
20,041 |
33,516 |
Derivatives |
4.2.7. |
- |
102 |
Other creditors |
4.2.8. |
897 |
639 |
Current liabilities |
|
20,938 |
34,257 |
Liabilities |
|
20,938 |
34,257 |
Equity and liabilities |
|
3,267,764 |
2,827,158 |
2.2. Statement of profit or loss and other comprehensive income
€000 |
|
|
|
Notes |
2021 |
2020 |
PROFIT |
|
|
|
|
|
|
Share of profit of UCB |
|
|
|
|
382,267 |
263,742 |
Sales and benefits |
|
|
|
|
- |
- |
Other financial income |
|
|
|
|
- |
- |
Borrowing cost |
|
|
|
4.2.6. |
(996) |
(974) |
General and administrative expenses |
|
|
|
4.4. |
(1,534) |
(2,249) |
Non-recurring operating expenses | (7) | |||||
Profit before tax |
|
|
|
|
380,090 |
260,519 |
Income taxes |
|
|
|
4.3.2. |
- |
- |
Profit |
|
|
|
|
380,090 |
260,519 |
Other Comprehensive Income |
|
|
|
|||
Share, after tax, of other comprehensive income of UCB |
|
|
|
|
103,049 |
(90,335) |
Those that will not be reclassified to profit or loss |
|
|
|
4.1.2. |
31,300 |
(8,798) |
Those that will be reclassified subsequently to profit or loss when certain conditions are met |
4.1.2. |
71,749 |
(81,537) |
|||
Other items, after tax, of other comprehensive income, after tax, that will be reclassified subsequently to profit or loss when certain conditions are met |
|
(207) |
120 |
|||
Cash flow hedges |
|
|
|
4.2.7. |
(207) |
120 |
Other comprehensive income |
|
108,842 |
(90,215) |
|||
|
|
|
|
|
|
|
Comprehensive Income |
|
|
|
|
482,932 |
170,304 |
Profit attributable to |
|
|
|
|
|
|
Non-controlling interests |
|
|
|
|||
Owners of the parent |
|
|
|
|
380,090 |
260,519 |
|
|
|
|
|
|
|
Comprehensive income attributable to |
|
|
|
|
|
|
Non-controlling interests |
|
|
|
|
|
|
Owners of the parent |
|
|
|
|
482,932 |
170,304 |
|
|
|
|
|
|
|
Earnings per share (in €) |
|
|
|
|
|
|
Basic and diluted |
|
|
|
4.5. |
8.54 |
5.85 |
2.3. Statement of changes in equity 2021
|
|
Capital and share premium |
Retained earnings |
Treasury shares |
Other reserves |
Translation adjustments |
Assets held for sale |
Cash flow hedges |
Total equity |
Balance at 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) |
Comprehensive income |
|
|
|
|
|
|
|
|
|
Profit |
|
|
380,090 |
|
|
|
|
|
380,090 |
Share of other comprehensive income of UCB |
|
|
|
31,300 |
101,377 |
8,075 |
(37,703) |
103,049 |
|
Cash flow hedges |
|
|
|
|
|
|
(87) |
(87) |
|
Cash flow hedges | (120) | (120) | |||||||
Reclassification adjustment |
|
|
380,090 |
|
31,300 |
101,377 |
8,075 |
(37,910) |
482,932 |
Share of other changes of net assets of UCB |
|
|
|
|
|
|
|
|
|
Share based payments |
|
26,992 |
|
|
|
|
|
26,992 |
|
Transfer between reserves |
|
(22,833) |
22,833 |
(697) |
|
697 |
|
|
|
Treasury shares |
|
|
(23,430) |
|
|
|
|
(23,430) |
|
Transfers to minority interests Reclassification adjustment |
|
436 37 |
|
|
|
|
|
436 37 |
|
|
|
|
4,632 |
(597) |
(697) |
|
697 |
|
4,035 |
Changes in the number of own shares held by UCB |
|
(1,679) |
(533) |
(198) |
(505) |
52 |
90 |
(2,773) |
|
Balance at 31/12/2021 |
236,225 |
3,205,963 |
(144,187) |
(22,040) |
(33,246) |
22,543 |
(18,432) |
3,246,826 |
2.4. Statement of changes in equity 2020
|
|
Capital and share premium |
Retained earnings |
Treasury shares |
Other reserves |
Translation adjustments |
Assets held for sale |
Cash flow hedges |
Total equity |
Balance at 01/01/2020 |
236,225 |
2,629,081 |
(137,588) |
(42,902) |
(20,891) |
3,086 |
(2,741) |
2,664,300 |
|
Dividends |
|
(27,598) |
(27,598) |
||||||
Repurchase of own shares |
|||||||||
Comprehensive incomes |
|||||||||
Profit |
|
260,519 |
260,519 |
||||||
Share of other comprehensive income of UCB |
(8,798) |
(113,301) |
9,748 |
22,016 |
(90,335) |
||||
Cash flow hedges |
120 |
120 |
|||||||
Reclassification adjustment | |||||||||
|
|
260,519 |
(8,798) |
(113,301) |
9,748 |
22,136 |
170,304 |
||
Share of other changes of net assets of UCB |
|
||||||||
Share based payments |
25,072 |
25,072 |
|||||||
Transfer between reserves |
(23,650) |
23,650 |
(896) |
|
896 |
||||
Treasury shares |
|
(29,629) |
(29,629) |
||||||
Transfers to minority interests | (583) | (583) | |||||||
|
|
839 |
(5,979) |
(896) |
|
896 |
|
(5,140) |
|
Changes in the number of own shares held by UCB |
(9,652) |
480 |
151 |
74 |
(11) |
(7) |
(8,965) |
||
Balance at 31/12/2020 |
236,225 |
2,853,189 |
(143,057) |
(52,445) |
(134,118) |
13,719 |
(19,388) |
2,792,901 |
2.5. Statement of cash flows
€ 000 |
|
|
|
Notes |
2021 |
2020 |
Directors remuneration & attendance fees |
|
|
(381) |
(469) |
||
Remuneration general manager |
|
|
(213) |
(118) |
||
Statutory auditor’s fee |
|
|
|
(16) |
(14) |
|
Professional services fees |
|
|
|
(414) |
(281) |
|
Contributions |
|
|
|
|
(138) |
(127) |
Payment of services |
|
|
|
- |
(85) |
|
Payment of expenses |
|
|
|
- |
- |
|
Gift |
|
|
|
|
- |
(1,000) |
Advance | (1) | - | ||||
Cash flows from operating activities |
|
|
(1,163) |
(2,094) |
||
Acquisition of UCB shares |
|
|
|
(25,263) |
- |
|
Dividends received |
|
|
|
86,458 |
84,415 |
|
New annual tax on securities accounts |
(36) | - | ||||
Cash flows from investing activities |
|
|
61,159 |
84,415 |
||
|
|
|
|
|
|
|
Dividends paid |
|
|
|
(30,269) |
(27,598) |
|
Withholding tax recovered |
|
|
|
|
11 |
- |
Interest on withholding tax |
|
|
|
|
- |
- |
Interests and commissions paid |
|
|
(1,271) |
(1,183) |
||
Reimbursement of bank borrowings |
|
|
(67,500) |
(55,000) |
||
Drawings from the confirmed lines |
|
|
54,000 |
2,000 |
||
Bank costs |
|
|
(28) |
(19) |
||
Cash flows from finance activities |
|
|
(45,079) |
(81,800) |
||
|
|
|
|
|
|
|
Total cash flows |
|
|
|
14,917 |
521 |
|
Cash and cash equivalents beginning of period |
4.2.5. |
983 |
462 |
|||
Cash and cash equivalents end of period |
|
4.2.5. |
15,900 |
983 |
3. Accounting policies
3.1 Basis of preparation of the financial statements
To provide a useful and complete set of information to the market, the Company prepares, in addition to the annual accounts established in accordance with the Company and Associations code and Belgian accounting law (BE GAAP), financial statements in accordance with international financial reporting standards as adopted by the European Union (EU-IFRS), with equity accounting of UCB.
The EU-IFRS financial statements are prepared on a historical cost basis, except for derivative financial instruments that are measured at fair value. The financial statements are prepared on the basis of going concern.
Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing parties at the measurement date.
The Company uses valuation techniques to measure fair values, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
All inputs to measure fair value are categorized within one of the following levels:
ꟷ ꟷ Level 1 – quoted (unadjusted) market prices in active markets for identical assets or liabilities
ꟷ ꟷ Level 2 – directly or indirectly observable inputs, other than those of level 1
ꟷ ꟷ Level 3 – unobservable inputs.
For assets and liabilities that are measured at fair value on a recurring basis, the Company determines at each reporting date when transfers, if any, have occurred between levels in the hierarchy.
For the purpose of fair value disclosures (note 4.2.3.), the Company has determined classes of assets and liabilities on the basis of the items disclosed on the face of the statement of financial position.
Current / non-current classification
An asset is current when it is cash or cash equivalents, or when it is expected to be realized within twelve months after the reporting date. All other assets are classified as non-current.
A liability is current when it is expected to be settled within twelve months after the reporting date, or when it is due to be settled within twelve months after the reporting date and the Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the end of the reporting period. All other liabilities are classified as non-current.
Deferred taxes are always classified as non-current.
3.2. Summary of significant accounting policies
3.2.1 Equity accounting of UCB
The Company having significant influence over UCB, the latter is considered to be an associated company as defined in IAS 28. Consequently, the investment in UCB is accounted for using the equity method.
The equity method is a method of accounting whereby the investment in UCB is initially recorded at cost and adjusted thereafter for the post acquisition change in the Company’s share of the net assets of UCB.
Cost comprises either the acquisition price (the purchase price and any expenditures that are directly attributable to the acquisition), or the contribution value. Any excess of the cost of the investment over the Company’s share of the net fair value of UCB’s identifiable assets and liabilities (goodwill) is included in the carrying amount of the investment. When the Company acquires an additional interest in UCB whereby UCB continues to be an associate, the cost of acquiring the additional interest is added to the existing carrying amount of the participating interest. The increase in the participating interest is split between goodwill and the additional interest in the fair value of the net assets of UCB at the date of the increase of the participating interest. The existing goodwill is not re-measured.
A change in the Company’s share of the net assets of UCB occurs when there is a change in the percentage of the participating interest of the Company in UCB (“change of type 1”), or, without a change in the percentage of the participating interest of the Company in UCB, when there is a change in the net assets of UCB that is attributable to Financière de Tubize (“change of type 2”). The impact of a type 1 change is recorded in the statement of changes in equity. The impact of a type 2 change is recorded as follows: the Company’s share of UCB’s profits or losses is recognized in profit or loss in the statement of profit or loss and other comprehensive income; its share of UCB’s other comprehensive income is recognized in other comprehensive income in the statement of profit or loss and other comprehensive income; and its share of other changes in the net assets of UCB is recognized in the statement of changes in equity. The cumulative post acquisition movements adjust the carrying amount of the participating interest. Distributions received from UCB reduce the carrying amount of the participating interest.
After application of the equity method, whenever there is any objective indication that the participating interest may be impaired, the Company performs an impairment test by comparing the carrying amount of the participating interest (including goodwill which is not tested for impairment separately) with its recoverable amount (the higher of value in use and fair value less costs to sell). If the recoverable amount is lower than the carrying amount, an impairment loss equal to the difference between both amounts is recorded as a loss in the statement of profit or loss.
3.2.2. Bank borrowings
Bank borrowings are initially measured at the cash obtained, net of directly attributable transaction costs.
They are subsequently measured at amortized cost using the effective interest method with gains and losses recognized in profit or loss when the debt is derecognized as well as through the amortization process.
Bank borrowings, or part of it, are derecognized when they are extinguished, that is, when the obligation specified in the borrowing contract is (partly) discharged by paying the bank.
Debt restructuring is accounted for as an extinguishment of the original debt and the recognition of a new debt, only if the terms of the debt have substantially changed, which is the case if the net present value of the cash flows under the new terms (including any fees and costs incurred) discounted at the original effective interest rate is at least 10% different from the discounted present value of the remaining cash flows of the original debt. If the restructuring is accounted for as an extinguishment of the original debt, the difference between the carrying amount of the original debt and the fair value of the new debt assumed, as well as any fees and costs incurred, are recognized in profit or loss at the date of extinguishment. If the restructuring is not accounted for as an extinguishment, the carrying value of the original debt, net of fees and costs incurred, is treated as the new basis for amortized cost accounting, using the new effective interest rate; fees and costs incurred as part of the restructuring are thus amortized over the remaining term of the restructured debt according to the effective interest method.
Borrowings are classified as current liabilities unless there is an unconditional right to defer settlement of the liability for at least twelve months after the balance sheet date.
3.2.3. Cash flow hedges
The Company uses interest rate swaps (including deferred start swaps) to hedge (part of) its exposure to cash flow risks arising from variable rate bank borrowings. The Company documents, both at hedge inception and on an on-going basis, that the interest rate swaps are highly effective in offsetting changes in cash flows of the hedged bank borrowings.
The interest rate swaps that have passed the effectiveness test and have been designated as hedging instrument, are initially recorded at fair value and attributable transaction costs are recognized in profit or loss when incurred. The interest rate swaps are subsequently re-measured at fair value. The effective portion of changes in the fair value of the interest rate swaps is recognized in other comprehensive income. The gain or loss relating to the ineffective portion, if any, is recognized immediately in profit or loss.
A cash flow hedge relationship is discontinued prospectively if the hedge fails the effectiveness test, the hedging instrument is sold or terminated, or management revokes the hedge designation. As from the date of discontinuation of the hedge relationship, changes in fair value of the swap are recorded in profit or loss, and the accumulated balance of the clean price at that date, is accounted for as follows: (i) the portions of the hedging that correspond to cash flows that are no longer expected to occur (over-hedging) are reclassified from equity to profit or loss of the period during which the discontinuation has occurred, and (ii) the remaining balance is reclassified from equity to profit or loss over the remaining lifetime of the swap based on the time weighted notional amounts.
The allocation of the clean price of the interest rate swaps between current and non-current is based on the time weighted notional amounts. The interest accruals are classified as current.
Accrued interest payable and receivable on the same swap are offset in the statement of financial position. Such offsetting equally applies to interest income and interest expenses in the statement of profit or loss.
3.2.4. Income taxes
Income tax expenses or credits comprise current and deferred income taxes. They are recognized in profit or loss except to the extent that they relate to items recognized in other comprehensive income, in which case the tax expenses or credits are recognized in other comprehensive income.
Current income taxes are calculated on the basis of the tax laws enacted or substantially enacted in Belgium at the balance sheet date.
Deferred income taxes are calculated on temporary differences between the carrying amounts of assets and liabilities and their corresponding tax bases. Deferred income tax liabilities are generally recognized for all taxable temporary differences and deferred income tax assets are recognized to the extent it is probable that future taxable profits will be available against which deductible temporary differences, carried forward tax credits or carried forward tax losses can be used .
The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred income taxes are calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realized. Deferred tax assets and liabilities are not discounted.
Deferred income tax assets and liabilities are only offset if the Company has a legally enforceable right to offset current tax liabilities and assets and the deferred income taxes relate to the same taxable entity and the same taxation authority.
Deferred income tax assets and liabilities are classified as non-current.
3.2.5. Significant accounting policies UCB
Reference is also made to UCB’s summary of significant accounting policies; through the equity method of accounting they do impact the Company’s financial position and results.
3.3. Judgements, accounting estimates and assumptions
The preparation of the consolidated financial statements requires the board of directors to make judgments, accounting estimates and assumptions that affect the reported assets and disclosures. Where applicable, such judgments, estimates and assumptions are explained in the relevant notes.
3.4. Initial application of amended standards
During this accounting period, the Company applied all new or revised standards or interpretations as issued by the International Accounting Standards Board (IASB) and by the International Financial Reporting Interpretations Committee (IFRIC) of the IASB, to the extent that they are relevant to its activities and applicable for the accounting period starting January 1, 2021. The Company has not applied anticipatively neither new Standards nor Interpretations for which the mandatory applicable date is subsequent to December 31, 2021.
The following Standards, Interpretations and Amendments, as issued by the IASB or IFRIC, are in force since this accounting period and are not applicable to the Company :
- Amendments to IFRS 9 Financial Instruments, IFRS 7 Financial Instruments: Disclosures, IAS 39 Financial Instruments: Recognition and measurement, IFRS 4 Insurance contracts and IFRS 16 Leases- Interest Rate Benchmark Reform – Phase 2, effective 1 January 2021
- Amendments to IFRS 16 Leases – Covid-19 related rent concessions beyond 30 June 2021, March 2021, effective 1 April 2021
3.5. Impact of future application of issued new standards
New IFRS standards or interpretations that have been issued by the IASB or IFRIC but are not yet mandatorily applicable in 2021 are discussed hereafter. If relevant, the Company will adopt these texts when they become mandatory. Reference is also made to UCB’s note on the subject. Through the equity method of accounting, the Company’s financial position and results will be impacted for its ownership interest in UCB. It relates to the following texts:
Texts not yet endorsed by EFRAG:
- Amendments to IAS 1 Presentation of Financial Statements – Classification of Liabilities as Current or Non-current, effective 1 January 2023
- Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies, effective 1 January 2023
- Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates, effective 1 January 2023
- Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction, effective 1 January 2023
- Amendments to IFRS 17 Insurance contracts: Initial Application of IFRS 17 and IFRS 9 – Comparative Information, effective 1 January 2023
ꟷ
4. Notes
4.1. Participating interest in UCB
4.1.1. Book value
|
Share of the net assets of UCB |
Goodwill |
Total |
|||
€ 000 |
2021 |
2020 |
2021 |
2020 |
2021 |
2020 |
At 1 January |
2,618,686 |
2,543,799 |
207,439 |
207,439 |
2,826,125 |
2,751,238 |
Distribution |
(86,458) |
(84,415) |
|
|
(86,458) |
(84,415) |
Participation increase | 12,423 | - | 12,841 | - | 25,264 | - |
Share of the profit of UCB |
382,627 |
263,742 |
- |
- |
382,627 |
263,742 |
Share of other comprehensive income of UCB (note 4.1.2.) |
103,050 |
(90,335) |
- |
- |
103,050 |
(90,335) |
Share of other changes in net assets of UCB[1] |
3,999 |
(5,140) |
- |
- |
3,999 (2,773) |
(5,140) |
Changes in the percentage of participating interest as a result of changes in the number of own shares held by UCB |
(2,773) |
(8,965) |
- |
- |
(8,965) |
|
At 31 December |
3,031,554 |
2,618,686 |
220,280 |
207,439 |
3,251,834 |
2,826,125 |
4.1.2. Share of other comprehensive income of UCB
|
2021 |
2020 |
||||
€ 000 |
Gross |
Tax |
Net |
Gross |
Tax |
Net |
Items that will not be reclassified to profit or loss Re-measurement of defined benefit obligations |
35,201
|
(3,901)
|
31,300
|
(9,326)
|
528
|
(8,798)
|
Elements that may be reclassified subsequently to profit or loss
ꟷ Translation adjustment
ꟷ Net result from available-for-sale financial assets
ꟷ Effective portion of cash flow hedges
|
71,749
(37,703) |
-
|
71,749
(37,703) |
(81,537)
22,016
|
-
-
|
(81,537)
|
Share of other comprehensive income of UCB |
106,950 |
(3,901) |
(103,049) |
(90,863) |
528 |
(90,335) |
4.1.3. Fair value
31 December |
|
2021 |
2020 |
Number of UCB shares |
|
68,387,021 |
68,076,981 |
Share price UCB (€) |
|
100.35 |
84.48 |
Fair value of the participating interest in UCB (€ 000) |
6,862,638 |
5,751,143 |
|
Carrying value (€ 000) |
|
3,251,834 |
2,826,125 |
Excess of fair value over carrying value |
3,610,804 |
2,925,018 |
4.1.4. Concert
|
|
Number of voting rights |
% of voting rights |
||
31 December |
|
2021 |
2020 |
2021 |
2020 |
Financière de Tubize |
68,387,021 |
68,076,981 |
35.16 |
35.00 |
|
Total |
|
68,387,021 |
68,076,981 |
35.16 |
35.00 |
4.1.5. Summarized financial information about UCB
Summarized statement of financial position
€ 000 000 |
|
|
|
|
31 December |
|
|
2021 |
2020 |
Non-current assets |
|
|
10,500 |
9,737 |
Current assets |
|
|
3,711 |
3,582 |
Non-current liabilities |
|
(3,000) |
(3,233) |
|
Current liabilities |
|
|
(2,825) |
(2,814) |
Net assets |
|
|
8,386 |
7,272 |
Non-controlling interests |
|
- |
1 |
|
Net assets attributable to UCB shareholders |
8,386 |
7,271 |
Summarized statement of comprehensive income
€ 000 |
|
|
2021 |
2020 |
Revenue |
|
|
5,777 |
5,347 |
Profit from continuing operations |
|
1,056 |
761 |
|
Profit from discontinued operations |
|
3 |
0 |
|
Other comprehensive income |
|
285 |
(250) |
|
Comprehensive income |
|
1,344 |
511 |
Reconciliation of summarized financial information to carrying value
€ 000 000 |
|
|
2021 |
2020 |
31 December |
|
|
||
Net assets attributable to UCB shareholders |
|
8,386 |
7,039 |
|
Interest of the Company |
|
36,15% |
36.01% |
|
Company’s share of net assets of UCB 1 |
|
3,032 |
2,619 |
|
Goodwill on acquisition |
|
220 |
207 |
|
Carrying value of participating interest in UCB |
3,252 |
2,826 |
(1) Taking into account treasury shares held by UCB
4.2. Financial instruments
4.2.1. Financial instruments by category
€000 |
Loans & Receivables |
Liabilities at amortized cost |
Derivatives |
|||
31 December |
2021 |
2020 |
2021 |
2020 |
2021 |
2020 |
Prepayments |
29 |
50 |
- |
- |
- |
- |
Other receivables |
1 |
- |
- |
- |
- |
- |
Cash and cash equivalents |
15,900 |
983 |
- |
- |
- |
- |
Bank borrowings |
- |
- |
(20,041) |
(33,516) |
- |
- |
Derivatives |
- |
- |
- |
- |
- |
(102) |
Other creditors |
- |
- |
(897) |
(639) |
- |
- |
Total |
15,930 |
1,033 |
(20,938) |
(34,155) |
- |
(102) |
4.2.2. Risks related to financial instruments
The Company is exposed to interest rate risk resulting from fixed rate bank borrowings. The risk is monitored through periodic calculations of the fair value of these borrowings. The fair values at 31 December 2021 of these borrowings are disclosed in note 4.2.3.
The Company is exposed to cash flow risk resulting from floating rate bank borrowings. The Company can make use of interest rate swaps (including deferred start swaps) to protect itself against the risk of an increase of interest rates. The Company permanently follows the developments on the interest rate markets and takes hedging initiatives in function of its assessment of the risks. The situation of the bank borrowings and their hedging as at 31 December 2021 is reflected in the notes 4.2.6. and 4.2.7.
The Company is exposed to liquidity risk, in particular the risk of facing difficulties in meeting its obligations under the bank borrowings. The contractual maturities of these borrowings are summarized in note 4.2.6. The Company considers that the dividend flow from UCB and, to the extent necessary, new credit recourse will ensure that today’s contractually scheduled reimbursements be met.
The Company is exposed to credit risk to the extent a bank-counterparty to cash at bank or to 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 a rating of ‘upper medium grade’.
4.2.3. Fair value of financial instruments
Set out below is a comparison, by class, of the carrying amounts and the fair values of the Company’s financial instruments:
€000 |
Level of the inputs in the fair value hierarchy |
Carrying values |
Fair values |
||
31 December |
2021 |
2020 |
2021 |
2020 |
|
Prepayments |
- |
29 |
50 |
29 |
50 |
Other receivables |
2 |
1 |
- |
- |
- |
Cash and cash equivalents |
- |
15,900 |
983 |
15,900 |
983 |
Bank borrowings |
2 |
(20,041) |
(33,516) |
(20,041) |
(33,516) |
Derivatives |
2 |
- |
(102) |
- |
(102) |
Other creditors |
- |
(897) |
(639) |
(897) |
(639) |
The fair value of prepayments, cash and cash equivalents, suppliers and other creditors approximates the carrying amount because of the short-term maturities of these instruments.
The fair value of floating rate bank borrowings approximates the carrying value because the floating rates reflect the short-term market rates.
The Company uses a present value technique to determine the fair value of its fixed rate bank borrowings. The technique calculates the fair value by discounting all future interest and principal repayments using a discount rate equal to the Company’s borrowing rate at the measurement date. This rate is based on observable inputs of level 2 in the fair value hierarchy, such as market interest rates and inputs concerning the spreads.
As at December 31st, 2021, all borrowings in place are floating rate borrowings.
The Company uses valuation techniques to determine the fair value of its hedging interest rate swaps. These techniques include present value models and incorporate observable inputs of level 2 in the fair value hierarchy, such as interest rate curves and inputs concerning the spreads.
No transfers between levels of the fair value hierarchy have occurred during the financial year 2021.
4.2.4. Prepayments
€000 |
|
|
|
31 December |
|
2021 |
2020 |
Deferred charges |
|
|
|
Insurance premium |
- |
22 |
|
Insurance brokerage |
2 |
1 |
|
Portal of the board of directors |
19 |
19 |
|
Others |
|
8 |
8 |
Total |
|
29 |
50 |
4.2.5. Cash and cash equivalents
€000 |
|
|
|
|
31 December |
|
|
2021 |
2020 |
Cash at bank |
|
|
15,900 |
983 |
|
|
|
|
|
Total |
|
|
15,900 |
983 |
Cash and cash equivalents comprise cash at banks which are subject to an insignificant risk of changes in value.
4.2.6. Bank borrowings
Carrying values
€ 000 |
|
Non-current |
Current |
Total |
|||
31 December |
|
2021 |
2020 |
2021 |
2020 |
2021 |
2020 |
Floating rate borrowings |
- |
- |
(20,000) |
(33,500) |
(20,000) |
(33,500) |
|
Accrued interest |
|
|
(41) |
(16) |
(41) |
(16) |
|
Total |
|
- |
- |
(20,041) |
(33,516) |
(20,041) |
(33,516) |
At 31stDecember 2021, the confirmed credit lines of € 350 million were utilized up to €20.0 million. The available margin on confirmed credit lines amounted to €330.0 million at 31 December 2021.
Floating rate borrowings range between 1-month fixed advances and 12-month fixed advances.
Change of outstanding debt throughout 2021
€ 000 |
Confirmed lines |
Utilized |
Available |
|||
Floating |
Fix |
Total |
||||
1/01/2021 |
Opening |
402,000 |
(33,500) |
- |
(33,500) |
368,500 |
15/02/2021 |
Reimbursement Term advance |
- |
33,500 |
- |
33,500 |
33,500 |
15/05/2021 |
Term advance |
- |
(34,000) |
- |
(34,000) |
(34,000) |
17/05/2021 |
Reimbursement Term advance |
- |
34,000 |
- |
34,000 |
34,000 |
19/10/2021 |
Term advance |
- |
(20,000) |
- |
(20,000) |
(20,000) |
06/11/2021 |
Contractual maturities |
(52,000) |
- |
- |
- |
(52,000) |
31/12/2021 |
Closing |
350,000 |
(20,000) |
- |
(20,000) |
330,000 |
At the end of the credit facility fully repaid on May 17, 2021, the credit lines confirmed as of December 31, 2021 amounted to €350 million and were used up to €20.0 million. The available margin on confirmed lines amounted to €330.0 million as of December 31, 2021.
Contractual maturities
€000 |
Confirmed lines |
Used |
||
Floating | Fix | Total | ||
31/08/2025 |
250,000 |
20,000 |
- |
20,000 |
30/09/2025 | 100,000 | - | - |
- |
|
350,000 |
20,000 |
- |
20,000 |
Collateral
The borrowings are collateralized through a pledge on 732,667 UCB shares as at 31 December 2021. The carrying value of these pledged shares amounts to € 18.7 million.
Covenants
The Company must comply with the following debt covenants:
ꟷ Collateral for the bank borrowings must consist of a number of UCB shares, the total market value of which must be at the minimum 150% of the outstanding debt, this ratio equals 367.62%.
ꟷ Borrowings may not exceed 30% of the fair value of the investment in UCB; as at 31 December 2021, this ratio amounted to 0.29%.
ꟷ The solvency ratio (equity versus balance sheet total on a BE GAAP basis) must exceed 70%; as at 31 December 2021, this ratio equals 96.91%.
Cash flow risk management
The majority of bank borrowings are structured in the form of roll-over loans with short-term, floating-rate advances. The Company has used, until May 2021, interest rate swaps to hedge against the risk of an increase in interest rates.
In September 2020, the Company concluded two new revolving loans of €250 million and €100 million respectively with the aim of giving the company all the leeway it needs to act according to market opportunities. These new loans replaced the previous loans, fully repaid in mid-May 2021 and maturing on November 6, 2021. These two loans were concluded for a period of 5 years and are structured in the form of a roll-over loan with short-term and floating-rate advances. As of December 31, 2021, these new credits were used up to €20.0 million.
See. footnote 4.2.7. for additional information regarding accounting for swaps.
Borrowing cost
€000 |
|
2021 |
2020 |
Interest expenses |
(165) |
(543) |
|
Commitment fee |
(1.105) |
(366) |
|
Net gains on derivatives (see 4.2.7.) |
284 |
124 |
|
Other financial expenses |
(10) |
(189) |
|
Total |
|
(996) |
(974) |
Interest charges on bank loans fall from €543k in 2020 to 165€k in 2021 taking into account the decrease in average outstanding debt from €52.0 million in 2020 to €16.0 million in 2021 Thanks to the maintenance of favorable market conditions and active management of bank debt, the average cost of debt is stable in 2021 and is around 1.01% (1.04% in 2020).
Reservation fees on the unused portion of confirmed credit lines amounted to €1,105k in 2021 (€366k in 2020). The reservation commission amounts to 0.30% as of December 31, 2021.
4.2.7. Derivatives
€000 |
|
IRS designated as hedging instrument |
IRS not designated as hedging instrument |
Total IRS |
|||
31 December |
2021 |
2020 |
2021 |
2020 |
2021 |
2020 |
|
Notional amounts |
- |
36,000 |
- |
- |
- |
36,000 |
|
Full fair value |
|
- |
(102) |
- |
- |
- |
(102) |
Non-current |
- |
- |
- |
- |
- |
||
Current |
|
- |
(102) |
- |
- |
- |
(102) |
Accrued interest |
- |
(25) |
- |
- |
- |
(25) |
|
Payable |
|
- |
(25) |
- |
- |
- |
(25) |
Receivable |
|
- |
- |
- |
- |
- |
- |
Clean price |
|
- |
(77) |
- |
- |
- |
(77) |
Clean price, prior year end |
(77) |
(321) |
- |
(67) |
(77) |
(321) |
|
Gain/loss(-) during the period, after tax |
77 |
244 |
- |
67 |
77 |
244 |
|
Reported in profit or loss |
284 |
124 |
- |
67 |
284 |
124 |
|
Gain/loss(-) during the period |
284 |
124 |
- |
67 |
284 |
124 |
|
Reported in other comprehensive income |
(207) |
120 |
- |
- |
(207) |
120 |
|
Included in other comprehensive income | (87) | 120) | - | - | (87) | 120 | |
Gain/loss(-) during the period |
120 |
- |
- |
- |
- |
- |
Swaps accounted for as hedging instruments – The Company held two interest rate swaps to (partly) hedge its exposure to cash flow risks arising from variable rate bank borrowings. Both swaps were fully amortized in mid-May 2021. Hedge accounting was applied. The change in the fair values of the swaps (€77k) is recorded in other comprehensive income, except for the amounts of €164k corresponding to the ineffective part of the hedge and €120k corresponding to a reclassification.
4.2.8. Other creditors
€000 |
|
|
2021 |
2020 |
|
31 December |
|
|
|||
Suppliers and invoices to receive |
|
(467) |
(149) |
||
Non-collected dividends from prior years |
|
(430) |
(490) |
||
Total |
|
|
|
(897) |
(639) |
In 2016, the provision for non-collected dividends from prior years has been re-estimated on the basis of the principles set out by the “Commission des Normes Comptables” in its advice 2016/12 related to prescribed liabilities and on the basis of a legal analysis of the applicable prescription rules.
4.3. Income taxes
4.3.1. Deferred tax assets and liabilities
€000 |
|
|
Total |
Recognized |
Unrecognized |
|||
31 December |
2021 |
2020 |
2021 |
2020 |
|
2020 |
||
Derivatives |
- |
26 |
- |
- |
- |
26 |
||
Unused tax credits |
36,825 |
36,246 |
- |
- |
36,825 |
36,246 |
||
Deferred tax assets |
36,825 |
36,272 |
- |
- |
36,825 |
36,272 |
||
IAS 12 restricts the recognition of deferred tax assets to the extent that it is probable that taxable profit will be available against which the underlying deductible temporary differences can be utilized. It is ‘probable’ that there will be sufficient taxable profit if a deferred tax asset can be offset against a deferred tax liability, which will reverse in the same period as the asset, or in a period into which a loss arising from the asset may be carried forward. The deferred tax asset arising from unused tax credits from tax exempt dividends is not recognized, as there is no convincing evidence that sufficient taxable profit will be available against which the unused tax credits can be utilized by the Company. The tax credits do not have a fixed expiry date.
4.3.2. Relationship between tax expense and accounting profit
€000 |
|
|
|
|
|
2021 |
2020 |
Profit before taxes |
380,090 |
260,519 |
|||||
Theoretical income tax rate |
25.00% |
25.00%% |
|||||
Theoretical income tax |
(95,023) |
(65,130) |
|||||
Reported income tax |
- |
- |
|||||
Difference between theoretical and reported income tax |
|
(95,023) |
(65,130) |
||||
Dividends |
(21,615) |
(21,104) |
|||||
Share of the profit of UCB |
95,657 |
65,936 |
|||||
Tax exempt dividends* |
20,267 |
20,267 |
|||||
Net profit on derivatives |
71 |
31 |
|||||
Total effects of difference between theoretical and reported tax |
95,023 |
65,130 |
*limited to the statutory profit of the Company
4.4. General and administrative expenses
€000 |
2021 |
2020 |
Directors’ remuneration |
395 |
384 |
Attendance fee |
113 |
85 |
General manager remuneration |
261 |
118 |
Statutory auditors’ fee |
16 |
14 |
Service providers |
|
|
Bookkeeping |
166 |
105 |
Advise (legal, tax, social, financial, insurance) |
287 |
260 |
Notary public |
- |
3 |
Paying agent |
- |
12 |
Contributions |
- |
- |
Euronext |
61 |
51 |
Euroclear |
15 |
15 |
FSMA |
63 |
58 |
Others |
38 |
3 |
Services |
- |
- |
Financial publicity |
39 |
55 |
Insurance |
40 |
38 |
Board portal |
2 |
18 |
Training |
0 |
0 |
Miscellaneous (post, bank, office supplies, travel, …) |
38 |
30 |
Gift |
0 |
1000 |
Total |
1,534 |
2,249 |
4.5. Earnings per share
As there are no instruments with potential dilutive effect, basic and dilutive earnings per share are the same. They are calculated by dividing the profit by the weighted average number of shares in issue during the year. Throughout the financial year 2021, the number of subscribed shares still amounts to 44,512,598.
4.6. Dividends
In respect of the accounting year 2021, a proposal to pay a gross dividend of € 0.75 per share, or a total amount of € 33.3 million, will be submitted for approval to the shareholders meeting of 29 April 2022. In accordance with IAS , the proposed dividend has not been recognized as a liability at year-end.
4.7 Capital management
For the purpose of the Company’s capital management, capital includes issued capital, share premium and all other equity reserves disclosed in the statement of changes in equity.
The issued share capital of the Company amounts to € 235 million and is fully paid up. The share premium reserve amounts to 1,225k. The share capital at 31 December 2021 is represented by 44,512,598 shares, and is unaltered since 31 December 2019. The number of registered shares was 33,327,927 at 31 December 2021; the remainder of the shares are de-materialized. The holders of the shares are entitled to receive dividends as declared. They have one vote per share at the shareholders meeting. Included in the total number of shares are some shares that represent a reserve for exchanging against attribution rights, both issued or in reserve for issue; these reserve shares do not give right to dividend or voting.
The Company manages its capital structure in light of its participating interest in UCB and its indebtedness. The Company’s capital management aims to ensure that it meets all financial covenants. Breaches in meeting the financial covenants would permit the bank to immediately call its borrowings. There have been no breaches in the financial covenants during the financial years ended 31 December 2021 and 2020.
See also note 4.2.6. for more information on the nature and the calculation of the covenants.
4.8. Related parties’ transactions
Shareholders
On the basis of the transparency and Directors’ declarations notified to the Company, the shareholders structure at 31 December 2021 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% |
0 |
0 |
5,881,677 |
13.21% |
Altaï Invest SA |
4,969,795 |
11.16% |
26,468 |
0.06% |
4,996,263 |
11.22% |
Barnfin SA |
3,903,835 |
8.77% |
0 |
0 |
3,903,835 |
8.77% |
Jean van Rijckevorsel |
11,744 |
0.03% |
0 |
0 |
11,744 |
0.03% |
Total voting rights held by the concert |
23,292,065 |
52.33% |
2,015,268 |
4.53% |
25,307,333 |
56.85% |
Other shareholders |
|
|
19,205,265 |
43.15% |
19,205,265 |
43.15% |
Total voting rights |
23,292,065 |
52.33% |
21,220,533 |
47.67% |
44,512,598 |
100.00% |
Altaï Invest is controlled by Evelyn du Monceau. Barnfin is controlled by Bridget van Rijckevorsel.
The reference shareholders act in concert. The terms of the concert are laid down in a shareholders agreement. The key elements of this agreement can be summarized as follows:
ꟷ The objective of the concert is to ensure, through Financière de Tubize, the stability of the shareholder structure of UCB in view of the long-term industrial development of the latter. In this perspective, it aims at preserving the predominance of the family shareholder structure of Financière de Tubize.
ꟷ The parties to the concert consult with each other about the decisions to be taken at the general meeting of Financière de Tubize, and try, to the extent possible, to reach a consensus. They ensure that they are properly represented at the board of directors of Financière de Tubize. Within this board and through their representatives at the board of directors of UCB, they consult with each other about the significant strategic decisions concerning UCB, and try, to the extent possible, to reach a consensus.
ꟷ The parties inform each other prior to any project of significant acquisition or sale of shares of Financière de Tubize; pre-emption rights and tag along are also in place within the family.
The reference shareholders and the persons closely related to them have no direct or indirect relationships with the Company other than those resulting from their capacity as shareholder or, when applicable, their representation in the board of directors.
Directors
The short-term benefits attributed to the directors (11 directors and the general manager) amount to € 769k in total for the financial year 2021. The directors did not benefit from any other type of remuneration during the year 2021.
UCB
In 2021, the Company has received a dividend from UCB in relation to accounting year 2019 for a total amount of € 86,5million. There have been no other transactions with UCB during the year 2021.
Auditor
In 2021, the auditor fees amount to € 13k.