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Rubis Interim / Quarterly Report 2019

Sep 11, 2019

1636_ir_2019-09-11_feb175fa-3d8f-421a-b787-ae393fced6d1.pdf

Interim / Quarterly Report

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TABLE OF CONTENTS

GROUP ACTIVITY REPORT FOR THE FIRST HALF OF 2019 1
ACTIVITY REPORT 2
OUTLOOK FOR THE SECOND HALF OF 2019 13
DESCRIPTION OF THE MAIN RISKS AND CONTINGENCIES
FOR THE REMAINING SIX MONTHS OF THE YEAR
13
POST-BALANCE SHEET EVENTS 13
KEY TRANSACTIONS WITH RELATED PARTIES 13
CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2019 15
STATUTORY AUDITORS' REPORT 48
DECLARATION OF RESPONSIBLE OFFICERS 49

GROUP ACTIVITY REPORT FOR THE FIRST HALF OF 2019

ACTIVITY REPORT 2
OUTLOOK FOR THE SECOND HALF OF 2019 13
DESCRIPTION OF THE MAIN RISKS AND CONTINGENCIES
FOR THE REMAINING SIX MONTHS OF THE YEAR
13
POST-BALANCE SHEET EVENTS 13
KEY TRANSACTIONS WITH RELATED PARTIES 13

ACTIVITY REPORT

The performance in terms of EBIT was excellent in the first half of 2019 (+17%), with consistent growth across the various divisions: Rubis Énergie and Support and Services benefited from strong growth in unit margins (+12%) and sustained trading, while Rubis Terminal, having successfully stabilized after a rough year in 2018, resumed growth (+11%).

The integration of KenolKobil is underway: despite the negative impact of muted aviation and retail sales margins on earnings in its first quarter of consolidation, the outlook is bright, and the new team is working on a profound reorganization of the acquired subsidiaries to bring them up to Group standards (internal control, organization, governance).

At constant scope, excluding KenolKobil and LPG distribution assets acquired from Repsol in Portugal and consolidated since January 1, EBIT was up 14%.

Consolidated EBIT calls for the following comments:

  • Rubis Énergie benefited from a 13% increase in distributed volumes (+1.5% at constant scope excluding one-off items), delivering a 16% increase in EBIT (+13% at constant scope) driven by strong trading and margins across all products and regions;
  • Rubis Support and Services recorded strong trading, with unit margins up in the supply activity (EBIT: +21%);
  • Rubis Terminal posted fresh growth of 11% in EBIT, despite a persistently dampened contribution from Turkey in the absence of contango, thanks to a good contribution from Northern Europe and in non-oil storage in general, combined with the stabilization of its oil business in France.
(in millions of euros) 2019* 2019 2018 Change** Change at
Reported Excluding constant
IFRS 16 scope**
Sales revenue 2,727 2,727 2,403 13% -5%
EBITDA 313 298 258 16% 13%
EBIT of which 238 236 202 17% 14%
Rubis Énergie 176 174 150 16% 13%
Rubis Support and Services 51 51 42 21% 19%
Rubis Terminal 24 23 21 11% 11%
Net income, Group share 157 160 129 24% 13%
Cash flow 248 236 210 12%
Capital expenditure 109 109 108

CONSOLIDATED RESULTS FOR THE 6 MONTHS TO JUNE 30, 2019

* IFRS 16 "Leases" has been mandatory since January 1, 2019.

The 2018 financial statements have not been restated.

** Calculation of the rate of change in respect of 2018 and 2019, excluding IFRS 16.

The Group boasted a sound financial position as of June 30, with a net debt to EBITDA ratio of 1.7 (over 12 rolling months) and a net debt to equity ratio of 38%.

(in millions of euros) 6/30/2019* 12/31/2018
Total shareholders' equity 2,411 2,334
including Group share 2,277 2,197
Cash 850 756
Financial debt excluding lease liabilities 1,754 1,450
Net financial debt 904 694
Ratio of net debt/shareholders' equity 38% 30%

CONDENSED BALANCE SHEET

* IFRS 16 "Leases" has been mandatory since

January 1, 2019. The 2018 financial statements have not been restated.

ANALYSIS OF CHANGES IN NET FINANCIAL POSITION SINCE THE BEGINNING OF THE YEAR

Cash flow totaled €248 million, highlighting the good "quality" of the results.

The strong variation in the working capital requirement is attributable to the consolidation of KenolKobil: the trading operations linked to government procurement tenders result in all purchases for the business line being carried.

(in €m)
Net financial debt (excluding lease liabilities) * as of December 31, 2018 -694
Cash flow 248
Change in working capital -144
Rubis Terminal investments -29
Rubis Énergie investments -50
Rubis Support and Services investments -29
Rubis Holding investments -1
Net acquisitions of financial assets -259
Change in loans and advances and other flows 1
Dividends paid out to shareholders and minority interests -118
Increase in shareholders' equity 134
Impact of change in scope of consolidation and exchange rates 37
Net financial debt (excluding lease liabilities) * as of June 30, 2019 -904

* As lease liabilities are not loans from credit institutions, they are not included in the calculation of net financial debt.

The most noteworthy items in respect of investments are:

  • Rubis Terminal: €29 million broken down between maintenance and upgrades on the various platforms, mainly in France (€19 million), the remainder representing capacity extensions in Rotterdam (€9 million);
  • Rubis Énergie: €50 million spread across the division's 27 subsidiaries or branches for facility upgrades (terminals, gas stations), capacity extensions (cylinders, tanks, terminals or stations) and purchases of facilities or business goodwill. The start-up of a fuel depot in Suriname with a view to penetrating this new market has necessitated the construction of installations costing €10 million;
  • Rubis Support and Services: €29 million focused on the SARA refinery (€18 million) and upgrade work on a new bitumen vessel (€10 million).

Net acquisitions of financial assets amounted to €259 million and included an asset sale of €5 million and the acquisition of the remaining KenolKobil shares after the expiry of the public offer (€49 million paid for direct purchases in October 2018) for €264 million. The total price paid was €313 million. Taking into account the opening net cash position of €52 million, the enterprise value was €261 million.

The €134 million increase in shareholders' equity includes the €109 million capital increase resulting from the payment of the dividend in shares (in the proportion of 71% of the total dividend), the exercise of warrants within the framework of the equity line established with Crédit Agricole CIB and Société Générale (€20 million) and the annual subscription to the employee savings plan reserved for employees (€5 million).

RUBIS ÉNERGIE

International propane prices

Propane prices were down 16% compared with the first half of 2018. The decline has accelerated since the end of May 2019, in line with the sharp drop in oil prices.

Generally speaking, Rubis operates in markets that allow it to transfer price volatility to the end customer (price formula systems or no constraints at all on prices), and as such to keep its margins stable over the long term. The sharp fall in prices between September 2018 and the recent period had a favorable effect on unit margins (+12%).

Summary of business volumes in the first half of 2019

Through its 23 profit centers, the division recorded retail distribution volumes of 2.6 million m3 during the period.

The acquisition of KenolKobil has increased the weight of Africa in the overall breakdown of volumes to 46%, with the Caribbean (39%) and Europe (14%) offering the Group excellent climate and economic diversification (emerging vs. developed countries), as well as diversified end use (residential, transportation, industry, utilities, aviation, marine and lubricants).

By product category, (annualized) volumes broke down as follows: 34% for gas station networks, 41% for commercial fuel oils (including aviation), 20% for LPG and 6% for bitumen.

(in '000 m3) 2019 2018 Change Change at constant
scope
Europe 465 457 2% -1%
Caribbean 1,138 1,177 -3% -3%
Africa 1,006 680 48% -4%
TOTAL 2,610 2,315 13% -3%

CHANGE IN VOLUMES SOLD BY REGION IN THE FIRST HALF OF 2019

Volumes as reported were up 13% at current scope. Change in the scope of consolidation over the period mainly concern Africa (KenolKobil) and LPG assets acquired from Repsol (Madeira-Azores). Adjusted for scope effects, volumes were down 3%, dampened by political and social unrest in Haiti early in the year, a mild winter in Europe and the end of a spot contract in Martinique (EDF). Adjusted for these exceptional items, volumes grew by 1.5% overall.

Rubis Énergie sales margin

At €343 million, the gross sales margin all products combined was up 13%, with a unit margin up 12% (on a like-for-like basis) driven by changes in petroleum product prices.

The structure of the unit margin, which is higher in Europe than in the Caribbean or Africa, is attributable to the predominance of LPG in this region, an activity requiring a heavier asset base than the distribution of liquid fuels but with comparable profitability.

Gross margin
(in €m)
Breakdown Change Gross margin
(in €/m3)
Change at
constant scope
Europe 101 29% 2% 217 1%
Caribbean 132 38% 16% 116 20%
Africa 110 32% 21% 109 13%
TOTAL 343 100% 13% 131 12%

RUBIS ÉNERGIE RETAIL DISTRIBUTION MARGIN

Rubis Énergie division results

The strong increase in the overall sales margin (13%) enabled EBIT to grow by a robust 16% (+13% at constant scope), bringing it to a record level of €174 million.

(in millions of euros) 2019* 2019
Excluding IFRS
16
2018 Change** Change at
constant
scope**
Volumes distributed ('000 m3) 2,610 2,610 2,315 13% -3%
Sales revenue 2,134 2,134 1,651 29% 3%
EBITDA 220 209 180 16% 13%
EBIT 176 174 150 16% 13%
Cash flow 168 159 145 9%
Capital expenditure 50 50 44

RESULTS OF THE RUBIS ENERGIE DIVISION FOR THE 6 MONTHS TO JUNE 30, 2019

* IFRS 16 "Leases" has been mandatory since January 1, 2019.

The 2018 financial statements have not been restated.

** Calculation of the rate of change in respect of 2018 and 2019, excluding IFRS 16.

Capital expenditure of €50 million was spread across the 27 operating subsidiaries. It covered recurring investments in gas stations, terminals, tanks, cylinders and customer facilities, aimed at bolstering market share growth, as well as investments in facility maintenance.

RUBIS ÉNERGIE EUROPE

CORSICA – SPAIN – FRANCE – CHANNEL ISLANDS – PORTUGAL – SWITZERLAND

RESULTS OF THE EUROPE SUBGROUP FOR THE 6 MONTHS TO JUNE 30, 2019

(in millions of euros) 2019* 2019
Excluding IFRS
16
2018
Change**
Volumes distributed ('000 m3) 465 465 457 2%
Sales revenue 340 340 330 3%
EBITDA 57 54 54 0%
EBIT 39 38 42 -8%
Capital expenditure 12 12 14

* IFRS 16 "Leases" has been mandatory since January 1, 2019.

The 2018 financial statements have not been restated.

** Calculation of the rate of change in respect of 2018 and 2019, excluding IFRS 16.

Portugal and France were the main contributors to the area, with 87% of earnings.

Overall, volumes (+2%) and unit margins (+1%) were stable, resulting in stable EBITDA of €54 million. By contrast, provisions on the Swiss subsidiary to cover the revaluation of social security commitments caused the division to record an 8% decline in EBIT.

RUBIS ÉNERGIE CARIBBEAN

FRENCH ANTILLES AND FRENCH GUIANA – BERMUDA – EASTERN CARIBBEAN – JAMAICA – HAITI – WESTERN CARIBBEAN

Change**
2018 2019 2019* (in millions of euros)
Excluding IFRS
16
-3% 1,177 1,138 1,138 Volumes distributed ('000 m3)
881
3%
909 909 Sales revenue
63
24%
79 83 EBITDA
52
29%
67 68 EBIT
17 22 22 Capital expenditure

RESULTS OF THE CARIBBEAN SUBGROUP FOR THE 6 MONTHS TO JUNE 30, 2019

* IFRS 16 "Leases" has been mandatory since January 1, 2019.

The 2018 financial statements have not been restated.

** Calculation of the rate of change in respect of 2018 and 2019, excluding IFRS 16.

Distribution business: automotive fuel and fuel oil networks

In total, 19 island facilities provide local distribution of fuels (400 gas stations, aviation, commercial, LPG, lubricants and bitumen), managed from the 7 operational headquarters located in Barbados, Guadeloupe, Bermuda, Jamaica, the Bahamas, the Cayman Islands and Haiti.

With the exception of Haiti, the economic environment has improved, driven by growth in the United States, generating positive leverage in an area where Rubis Énergie has invested heavily, both commercially and in new customer prospecting. Adjusted for exceptional circumstances in Haiti, non-recurring volumes in Martinique (EDF contract in 2018) and the stoppage of supply to a colleague in Jamaica, volumes were up 1.4%.

EBIT was up an excellent 29%: Haiti benefited from a favorable reference price differential between Platts and Caribbean Posting, generating additional margin, while Guyana enjoyed stronger margins after a period marked by a highly aggressive commercial strategy adopted by a local operator.

RUBIS ÉNERGIE AFRICA

WEST AFRICA – SOUTHERN AFRICA – BURUNDI – DJIBOUTI – ETHIOPIA – KENYA – RÉUNION – MADAGASCAR – MOROCCO – UGANDA – RWANDA – ZAMBIA

(in millions of euros) 2019* 2019
Excluding
IFRS 16
2018 Change** Change at
constant
scope**
Volumes distributed
('000 m3)
1,006 1,006 680 48% -4%
Sales revenue 885 885 440 101% 2%
EBITDA 80 77 63 21% 14%
EBIT 69 69 57 21% 14%
Capital expenditure 16 16 13

RESULTS OF THE AFRICA SUBGROUP FOR THE 6 MONTHS TO JUNE 30, 2019

* IFRS 16 "Leases" has been mandatory since January 1, 2019.

The 2018 financial statements have not been restated.

** Calculation of the rate of change in respect of 2018 and 2019, excluding IFRS 16.

Half-yearly volumes included one quarter of KenolKobil, consolidated since April 1, bringing volume growth in the region to 48%. At constant scope (excluding Haiti), African volumes were down 4%. Adjusted for an exceptional performance in bitumen in 2018 attributable to the presidential elections in Nigeria, growth at constant scope was 0.6%.

Overall, EBIT rose by 21% as reported (+14% at constant scope).

The integration of the KenolKobil subsidiaries is underway, with a new management team working to refocus the business on segments with higher margins and better visibility. The contribution of these new subsidiaries was affected by negative margins in the aviation segment over the period. It has been decided to discontinue this activity temporarily pending a repositioning.

RUBIS SUPPORT AND SERVICES

MARTINIQUE (SARA) – BARBADOS (TRADING) – SHIPPING – MADAGASCAR

(in millions of euros) 2019*
Reported
2019
Excluding IFRS
16
2018 Change** Change at
constant
scope**
Sales revenue 449 449 584 -23% -23%
EBITDA 62 62 52 18% 16%
EBIT 51 51 42 21% 19%
- SARA 20 20 15 34%
- Support and Services 30 30 27 13%
Cash flow 56 55 45 25%
Capital expenditure 29 29 34

RESULTS OF THE SUPPORT AND SERVICES DIVISION FOR THE 6 MONTHS TO JUNE 30, 2019

* IFRS 16 "Leases" has been mandatory since January 1, 2019.

The 2018 financial statements have not been restated.

** Calculation of the rate of change in respect of 2018 and 2019, excluding IFRS 16.

This subgroup includes Rubis Énergie's supply tools for petroleum products and bitumen:

  • the 71% interest in the refinery in the French Antilles (SARA);
  • the trading-supply activity in the Caribbean (Barbados) and Africa with new operational headquarters in Dubai;
  • in support-logistics, the shipping activity (12 chartered vessels) and "storage and pipe" in Madagascar.

The results of the SARA refinery are governed by the application of a decree setting the profitability at 9% of equity. The 34% increase in EBIT is attributable chiefly to the cancellation in the consolidated financial statements of the actuarial differences on retirement benefit obligations recognized in the income statement in the statutory financial statements (actuarial losses in 2019 and actuarial gains in 2018).

The contribution of the activity excluding SARA was €30.5 million (+13.5%), breaking down as follows:

  • trading-supply-shipping operations represented a volume of 706,000 m3. The increase in unit margins and a better contribution from shipping, thanks to productivity gains made by a new vessel (bitumen), increased EBIT by 25%;
  • port and pipe services activities in Madagascar contributed €6.5 million, down 15% due to the application of a new price formula.

RUBIS TERMINAL

Storage activity is showing great resilience in 2019, and has managed to stabilize its operations after a rough year in 2018.

On the basis of 100% of the assets of the scope, revenues were up 2% at €89.6 million.

RESULTS OF THE RUBIS TERMINAL DIVISION FOR THE 6 MONTHS TO JUNE 30, 2019

(in millions of euros) 2019*
Reported
2019
Excluding IFRS
16
2018 Change**
Sales revenue 144 144 167 -14%
- Storage 74 74 71 3%
- Distribution 70 70 96 -27%
EBITDA 42 39 36 6%
EBIT 24 23 21 11%
EBIT including equity associates 27 26 24 9%
Cash flow 32 30 29 2%
Capital expenditure 29 29 29

* IFRS 16 "Leases" has been mandatory since January 1, 2019.

The 2018 financial statements have not been restated.

** Calculation of the rate of change in respect of 2018 and 2019, excluding IFRS 16.

The revenue trend by region breaks down as follows:

France: +5%

Stabilization of oil revenues and a sharp increase of 18% in other products (chemicals, molasses, fertilizers).

ARA zone: +5%

The Antwerp site was stable (-1%) after a year benefiting from additional cyclical revenues in 2018. Rotterdam recorded growth of 13% thanks to new capacities commissioned (Carbon black). Both sites enjoyed capacity utilization rates close to 100%.

Turkey: -28%

The depot's activity covers three segments: contango-related trader volumes, the transit of crude oil and refined products from the northern part of Iraq (Kurdistan) and transit-dispatch-grouping of cargoes.

The first two segments saw trading slow in 2018 after a record year in 2017. Expectations of the return of contango in 2019 have not materialized to date, while transit to Iraq remains weak. But certain flows remain, pointing to the prospect of EBITDA of approximately €7 million over the fiscal year, compared with €4 million in 2018: leasing requests tend to materialize in the third quarter.

Change in EBIT over time

EBIT was up 11%, with an increase of 16% in France, a good performance in Northern Europe, and negative EBIT of €0.7 million in Turkey.

Capacity Outbound traffic Revenues
(in '000 m3) Breakdown (in '000 tonnes) (in €m) Breakdown Change
Oil 2,709 78% 4,094 46.9 52% -2%
Chemical products 315 9% 1,290 33.4 37% 7%
Fertilizers 271 8% 542 6.1 7% 11%
Edible oils and molasses 172 5% 174 3.2 4% 19%
TOTAL 3,467 100% 6,100 89.6 100% 2%

BREAKDOWN OF STORAGE BUSINESS BY PRODUCT CATEGORY

Factoring in 100% of all sites, including Antwerp, oil capacity accounts for nearly 80% of storage capacity and 52% of revenues. There was a noteworthy increase in chemical revenues (+37%) following the commissioning of new capacity in the ARA zone.

Capital expenditure

Capex was stable at €29 million and focused on the French scope (€19 million), across the various sites and including €7 million in maintenance and upgrade investment, and €9 million in Rotterdam for a 30,000 m3 capacity extension costing €25 million.

OUTLOOK FOR THE SECOND HALF OF 2019

Operating activity is expected to continue to grow in the second half of the year.

The Group will continue to study development projects, both organic and acquisitions.

DESCRIPTION OF THE MAIN RISKS AND CONTINGENCIES FOR THE REMAINING SIX MONTHS OF THE YEAR

The main risks and contingencies to which the Group could be exposed are described in Chapter 4 "Risk Factors, Internal Control and Insurance" of the Annual Financial Report – 2018 Registration Document.

To Rubis' knowledge, there are no extraordinary items, litigation, risks or off-balance sheet commitments liable to have a significant impact on the financial position, the assets and liabilities, the income or the businesses of the Group.

POST-BALANCE SHEET EVENTS

None.

KEY TRANSACTIONS WITH RELATED PARTIES

There was no significant variation in the nature of transactions with related parties in the first half of 2019 compared with December 31, 2018 (see note 10.3 to the consolidated financial statements for the year ended December 31, 2018).

CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2019

CONSOLIDATED
BALANCE
SHEET 16
CONSOLIDATED
INCOME
STATEMENT 18
STATEMENT
OF
OTHER
COMPREHENSIVE
INCOME 19
CONSOLIDATED
STATEMENT
OF
CHANGESIN
SHAREHOLDERS' EQUITY20
CONSOLIDATED
STATEMENT
OF
CASH
FLOWS 21
NOTES
TO
THE
2019HALF-YEARLY
CONSOLIDATED
FINANCIAL
STATEMENTS 23

CONSOLIDATED BALANCE SHEET

ASSETS

(in thousands of euros) Note 06/30/2019* 12/31/2018
Non-current assets
Intangible assets 8.2 36,622 34,349
Goodwill 8.1 1,277,214 1,094,355
Property, plant and equipment 9.1 1,648,298 1,588,105
Property, plant and equipment – right-of-use assets 9.2 211,858
Investments in joint ventures 7 49,570 48,334
Other financial assets 10.1 29,944 103,297
Deferred tax assets and liabilities 11,643 8,080
Other non-current assets 31,976 28,500
TOTAL NON-CURRENT ASSETS (I) 3,297,125 2,905,020
Current assets
Inventory and work in progress 468,674 347,086
Trade and other receivables 719,888 582,059
Tax receivables 31,501 42,200
Other current assets 10.2 23,244 19,494
Cash and cash equivalents 849,517 755,969
TOTAL CURRENT ASSETS (II) 2,092,824 1,746,808
TOTAL GROUP OF ASSETS FOR DISPOSAL (III)
TOTAL ASSETS (I + II + III) 5,389,949 4,651,828

* The financial statements for the six months to June 30, 2019 take into account the application of IFRS 16 "Leases". The impact of the application of IFRS 16 as of January 1, 2019 is set out in note 1. The financial statements to December 31, 2018 have not been restated.

CONSOLIDATED BALANCE SHEET

EQUITY AND LIABILITIES

(in thousands of euros) Note 06/30/2019* 12/31/2018
Shareholders' equity, Group share
Share capital 12 125,107 121,017
Share premium 12 1,480,306 1,350,696
Retained earnings 671,345 725,074
Total 2,276,758 2,196,787
Non-controlling interests 134,574 137,230
SHAREHOLDERS' EQUITY (I) 2,411,332 2,334,017
Non-current liabilities
Borrowings and financial debt 14 1,212,530 1,107,997
Lease liabilities 14 194,911
Deposit/consignment 118,671 113,001
Provisions for pensions and other employee benefit obligations 54,053 45,573
Other provisions 15 78,571 73,666
Deferred tax assets and liabilities 70,297 72,391
Other non-current liabilities 5,898 2,364
TOTAL NON-CURRENT LIABILITIES (II) 1,734,931 1,414,992
Current liabilities
Borrowings and bank overdrafts (portion due in less than one year) 14 541,321 341,602
Lease liabilities (current portion) 14 19,475
Trade and other payables 632,643 526,849
Current tax liabilities 25,175 14,738
Other current liabilities 25,072 19,630
TOTAL CURRENT LIABILITIES (III) 1,243,686 902,819
TOTAL LIABILITIES RELATED TO A GROUP OF ASSETS FOR
DISPOSAL (IV)
TOTAL EQUITY AND LIABILITIES (I + II + III + IV) 5,389,949 4,651,828

* The financial statements for the six months to June 30, 2019 take into account the application of IFRS 16 "Leases". The impact of the application of IFRS 16 as of January 1, 2019 is set out in note 1. The financial statements to December 31, 2018 have not been restated.

CONSOLIDATED INCOME STATEMENT

Notes
(in thousands of euros) notes % 06/30/2019* 06/30/2018
Sales of merchandise 2,020,969 1,742,729
Revenue from manufacturing of goods and services 705,654 659,805
NET REVENUE 4 13% 2,726,623 2,402,534
Other operating income 1,422 1,115
Purchases consumed (2,028,553) (1,753,986)
External expenses (204,774) (221,844)
Payroll expenses (111,392) (102,995)
Taxes (69,301) (65,723)
Net depreciation and provisions** (77,301) (54,605)
Other operating income and expenses 1,425 (2,749)
EBITDA 21% 312,603 257,986
EBIT 4 18% 238,149 201,747
Other operating income and expenses 16 (6,634) (19,364)
OPERATING INCOME BEFORE PROFIT/LOSS FROM JOINT
VENTURES
27% 231,515 182,383
Share of net income from joint ventures 2,069 2,197
OPERATING INCOME AFTER PROFIT/LOSS FROM JOINT
VENTURES 4 27% 233,584 184,580
Income from cash and cash equivalents 3,780 2,358
Gross interest expense and cost of debt (12,468) (11,194)
Interest expense on lease liabilities (4,211)
COST OF NET FINANCIAL DEBT 46% (12,899) (8,836)
Other financial income and expenses (4,949) (886)
INCOME BEFORE TAX 23% 215,736 174,858
INCOME TAX (49,856) (38,521)
NET INCOME 22% 165,880 136,337
NET INCOME, GROUP SHARE 21% 156,556 129,038
NET INCOME, MINORITY INTERESTS 28% 9,324 7,299
Undiluted earnings per share (in euros) 11 18% 1.61 1.37
Diluted earnings per share (in euros) 11 18% 1.60 1.35

* The financial statements for the six months to June 30, 2019 take into account the application of IFRS 16 "Leases". The impact of the application of IFRS 16 as of January 1, 2019 is set out in note 1. The financial statements for the six months to June 30, 2018 have not been restated.

** Of which €12.4 million in depreciation related to right-of-use assets (IFRS 16).

STATEMENT OF OTHER COMPREHENSIVE INCOME

(in thousands of euros) 06/30/2019 06/30/2018
TOTAL CONSOLIDATED NET INCOME (I) 165,880 136,337
Foreign exchange differences (53,468) 18,683
Hedging instruments (1,359) (463)
Income tax on hedging instruments 268 159
Items recyclable in P&L from joint ventures
Items that will subsequently be recycled in P&L (II) (54,559) 18,380
Actuarial gains and losses (4,327) 1,779
Income tax on actuarial gains and losses 637 (290)
Items not recyclable in P&L from joint ventures
Items that will not subsequently be recycled in P&L (III) (3,690) 1,489
COMPREHENSIVE INCOME FOR THE PERIOD (I + II + III) 107,631 156,206
SHARE ATTRIBUTABLE TO THE OWNERS OF THE GROUP'S PARENT COMPANY 98,141 150,239
SHARE ATTRIBUTABLE TO NON-CONTROLLING INTERESTS 9,490 5,967

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

Shares
outstanding
Of which
treasury
shares
Share
capital
Share
premium
Treasury
shares
Consolidated
reserves and
earnings
Translation
differences
Shareholders
' equity
attributable
to the
owners of the
Group's
parent
company
Non
controlling
interests
(minority
interests)
Total
consolidated
shareholders'
equity
(number of shares) (in thousands of euros)
Shareholders'
equity as of
December 31,
2017
93,868,480 15,037 117,336 1,195,964 (879) 680,303 (48,647) 1,944,074 134,356 2,078,430
Comprehensive
income for the
period
Change in interest
130,011
(235)
20,228 150,239
(235)
5,967
726
156,206
491
Share-based
payments
3,487 3,487 3,487
Capital increase 2,945,264 3,681 154,781 369 158,831 158,831
Treasury shares 13,985 (781) 23 (758) (758)
Dividend payment (169,265) (169,265) (15,334) (184,599)
Other changes
Shareholders'
equity as of June
2 (1) 1
30, 2018
Comprehensive
96,813,744 29,022 121,017 1,350,745 (1,660) 644,692 (28,420) 2,086,374 125,714 2,212,088
income for the
period
124,309 (17,506) 106,803 8,022 114,825
Change in interest 2,100 2,100 3,564 5,664
Share-based
payments
1,844 1,844 1,844
Capital increase (49) (49) (49)
Treasury shares 7,106 (17) (259) (276) (276)
Dividend payment (73) (73)
Other changes (3) (3) 3
Shareholders'
equity as of
December 31,
2018
Impact of the first
96,813,744 36,128 121,017 1,350,696 (1,677) 772,684 (45,926) 2,196,787 137,230 2,334,017
time application of
IFRS 16
(2,306) (2,306) (13) (2,319)
Shareholders'
equity as of
January 1, 2019
96,813,744 36,128 121,017 1,350,696 (1,677) 770,378 (45,926) 2,194,481 137,217 2,331,698
Comprehensive
income for the
period
152,085 (53,944) 98,141 9,490 107,631
Change in interest
Share-based
payments
4,011 4,011 4,011
Capital increase 3,272,072 4,090 129,610 409 134,109 134,109
Treasury shares (11,072) 526 62 588 588
Dividend payment (154,522) (154,522) (12,134) (166,656)
Other changes (57) (57) 1 (56)
Shareholders'
equity as of June
30, 2019
100,085,816 25,056 125,107 1,480,306 (1,151) 772,366 (99,870) 2,276,758 134,574 2,411,332

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands of euros) 06/30/2019(1) 12/31/2018 06/30/2018
TOTAL CONSOLIDATED NET INCOME FROM CONTINUING
OPERATIONS 165,880 270,780 136,337
NET INCOME FROM DISCONTINUED OPERATIONS
Adjustments:
Elimination of income of joint ventures (2,069) (4,811) (2,197)
Elimination of depreciation and provisions 82,604 116,551 76,452
Elimination of profit and loss from disposals and dilution (1,348) 4,859 1,560
Elimination of dividend earnings (606) (401) (383)
Other income and expenditure with no impact on cash and cash
equivalents(2) 3,171 (1,439) (1,637)
CASH FLOW AFTER COST OF NET FINANCIAL DEBT AND TAX 247,632 385,539 210,132
Elimination of tax expenses 49,856 72,779 38,521
Elimination of cost of net financial debt 12,899 20,654 8,836
CASH FLOW BEFORE COST OF NET FINANCIAL DEBT AND TAX 310,387 478,972 257,489
Impact of change in working capital* (156,323) (79,491) (20,581)
Tax paid (37,857) (73,993) (38,613)
CASH FLOWS RELATED TO OPERATING ACTIVITIES 116,207 325,488 198,295
Impact of changes to consolidation scope (cash acquired - cash
disposed)
72,478 4,315 4,348
Acquisition of financial assets: Rubis Énergie division(3) (264,131) (76,530) (3,943)
Acquisition of financial assets: Rubis Terminal division
Disposal of financial assets: Rubis Support and Services division 355
Disposal of financial assets: Rubis Énergie division
Acquisition of property, plant and equipment and intangible assets (108,984) (232,774) (107,726)
Change in loans and advances granted 661 3,672 (4,304)
Disposal of property, plant and equipment and intangible assets 5,213 4,787 2,635
(Acquisition)/disposal of other financial assets (322) (81) 70
Dividends received 1,439 401 383
Other cash flows from financing operations
CASH FLOWS RELATED TO INVESTMENT ACTIVITIES (293,291) (296,210) (108,537)

(1) The financial statements for the six months to June 30, 2019 take into account the application of IFRS 16 "Leases". The impact of the application of IFRS 16 as of January 1, 2019 is set out in note 1. The 2018 financial statements have not been restated.

(2) Including change in fair value of financial instruments, goodwill (impairment, negative goodwill), etc.

(3) The impact of changes in the scope of consolidation is described in note 3 to the half-yearly consolidated financial statements.

CONSOLIDATED STATEMENT OF CASH FLOWS

Continued
(in thousands of euros) Notes 06/30/2019(1) 12/31/2018 06/30/2018
Capital increase 12 134,109 158,783 158,831
(Acquisition)/disposal of treasury shares 526 (798) (781)
Borrowings issued 14.1 443,859 294,909 168,730
Borrowings repaid 14.1 (165,265) (356,119) (202,163)
Repayment of lease liabilities 14.1 (8,845)
Net interest paid(4) (11,760) (20,954) (9,093)
Dividends payable (109,284) (169,265) (86,166)
Dividends payable to non-controlling interests (8,712) (15,176) (8,498)
Acquisition of financial assets: Rubis Énergie division
Disposal of financial assets: Rubis Énergie division 5,662
Acquisition of financial assets: Rubis Terminal division
Disposal of financial assets: Rubis Terminal division
Other cash flows from financing operations (1)
CASH FLOWS RELATED TO FINANCING ACTIVITIES 274,628 (102,959) 20,860
Impact of exchange rate changes (3,996) 4,348 6,554
Impact of change in accounting principles
CHANGE IN CASH AND CASH EQUIVALENTS 93,548 (69,333) 117,172
Cash flow from continuing operations
Opening cash and cash equivalents(5) 755,969 825,302 825,302
Change in cash and cash equivalents 93,548 (69,333) 117,172
Closing cash and cash equivalents(5) 849,517 755,969 942,474
Financial debt excluding lease liabilities 14.1 (1,753,851) (1,449,599) (1,487,395)
Cash and cash equivalents net of financial debt 14.2 (904,334) (693,630) (544,921)

(4) Net financial interest paid includes the impacts related to restatements of leases (IFRS 16).

(5) Cash and cash equivalents net of bank overdrafts.

(*) Breakdown of the impact of change in working capital:

Impact of change in working capital (156,323)
Impact of change in trade and other payables (72,112)
Impact of change in trade and other receivables (85,054)
Impact of change in inventories and work in progress 843

NOTES TO THE 2019 HALF-YEARLY CONSOLIDATED FINANCIAL STATEMENTS

1. ACCOUNTING POLICIES

The Group's financial statements for the 6 months to June 30, 2019 were finalized by the Board of Management on September 10, 2019, and approved by the Supervisory Board on September 11, 2019.

The condensed consolidated financial statements for the first half of 2019 of Rubis and its subsidiaries (the Group) were prepared in accordance with IAS 34 "Interim Financial Reporting." The condensed financial statements do not include all of the information required under IFRS, and should be read in conjunction with the Group's consolidated annual financial statements published for the year ended December 31, 2018. With the exception of specific provisions of IAS 34 and the new standards applicable as of January 1, 2019, as listed below, the accounting policies applied in the preparation of the condensed interim consolidated financial statements for the 6 months to June 30, 2019 are identical to those applied for the annual consolidated financial statements for the year ended December 31, 2018 and described in note 2 and the subsequent notes to the consolidated financial statements provided in the 2018 Registration Document.

The main areas of judgment and estimates used in the preparation of the half-yearly condensed financial statements are identical to those described in note 2 to the 2018 consolidated financial statements.

The Group experiences seasonal changes in its business activities that can, from one six-month period to another, affect the level of revenue and operating income. As such, half-year results are not necessarily indicative of what may be expected for the full year in 2019.

Standards, interpretations and amendments applicable as of January 1, 2019

The following standards, interpretations and amendments, published in the Official Journal of the European Union as of the closing date, were applied for the first time in 2019:

Standard/Interpretation Date of mandatory
application
IFRS 9 "Financial Instruments" New standard concerning the recognition and
measurement of financial instruments – hedging
component
January 1, 2019
IFRS 16 "Leases" New standards concerning the recognition of leases January 1, 2019
IFRIC 23 "Uncertainty over Income Tax
Treatments"
Clarifications regarding the accounting for
contingencies in respect of income taxes
January 1, 2019
Amendments to IAS 19 Plan Amendment, Curtailment or Settlement J January 1, 2019
Amendments to IAS 28 Long-term Interests in associates and joint ventures January 1, 2019
Annual improvements (2015-2017 cycle) Annual improvements to IFRS 2015-2017 cycle
(standards concerned: IFRS 3, IFRS 11, IAS 12 and
IAS 23)
January 1, 2019

The impacts related to the first-time application of IFRS 16 "Leases" and IFRS 9 "Financial Instruments" are described below. The first-time application of the other standards, interpretations and amendments did not have a material impact on the Group's financial statements.

IFRS 16 "Leases"

The Group has applied IFRS 16 "Leases" since January 1, 2019.

Previously, each lease was qualified as either a finance lease or an operating lease, with a specific accounting treatment for each category. Under IFRS 16, all leases are now recognized via the recognition of a right-of-use asset and a liability corresponding to the present value of future payments. Right-to-use assets are amortized on a straight-line basis over the non-cancellable term of the lease.

Accordingly, in the income statement, tenants record an amortization charge for the right-of-use asset and an interest expense. When leases are denominated in currencies other than the functional currency, the revaluation of the lease liability at the closing rate generates an unrealized translation adjustment recognized in financial income.

In the cash flow statement, cash flows related to financing activities now include the repayment of the lease liability and the corresponding interest expense.

Transition arrangements adopted by the Group

The Group elected to apply the modified retrospective transition method. This consists in recognizing the cumulative effect of the initial application as an adjustment to opening shareholders' equity by considering that the asset represented by the right of use is equal to the amount of the lease obligations, adjusted by the amount of the rent paid, benefits received from the lessors and, where applicable, restoration costs.

The following simplification measures were applied in the transition:

  • leases with a remaining term of less than 12 months as of January 1, 2019 did not give rise to the recognition of an asset or liability;
  • the discount rates applied as of the transition date are based on the Group's incremental borrowing rate plus a spread to reflect the specific economic environments of each country. These discount rates were determined taking into account the remaining terms of the relevant leases from the date of first-time application, i.e. January 1, 2019.

The Group has continued to apply these simplification measures for leases signed after the date of first application.

The Group applies the exemption provided for in IAS 12, under which it is permitted not to recognize deferred tax at the effective date of the lease, since the accounting entries have no effect on the income statement at that date. By contrast, deferred taxes are recognized after the effective date of the lease in respect of temporary differences between carrying amounts and tax values.

Reconciliation of liabilities relating to operating leases as of January 1, 2019

(in thousands of euros)
Amount of liabilities relating to operating leases as of January 1, 2019 283,536
Leases not falling within the scope of IFRS 16 or benefiting from exemption (9,015)
Flow-related difference not included in lease liabilities (23,856)
of which difference related to the determination of the term (1,684)
of which difference in the measurement of rents (189)
of which other differences* (21,983)
Lease liability before discounting 250,665
Effect of discounting (74,035)
Lease liability after discounting 176,630
Finance leases existing as of the transition date 3,173
Amount of lease liabilities as of January 1, 2019 179,803

* corresponds mainly to off-balance sheet commitments wrongly transcribed in local currency instead of euros.

Impacts of the first-time application on the 2019 financial statements:

As of January 1, 2019, the Group recognized a right-of-use asset of €185,009 thousand and a lease liability of €179,803 thousand. Rubis Terminal's port lease rights in Rouen and Dunkerque, previously recorded as intangible assets (note 4.3 to the consolidated financial statements of the 2018 Registration Document), were cancelled through equity.

Assets and liabilities related to finance leases existing as of December 31, 2018 have been reclassified.

The impact of the first-time application of IFRS 16 on the balance sheet as of January 1, 2019 can be summarized as follows:

Impact of the
12/31/2018 transition to 1/1/2019
(in thousands of euros) (reported) IFRS 16 (restated)
Intangible assets 34,349 (2,319) 32,030
Property, plant and equipment 1,588,105 (2,562) 1,585,543
Property, plant and equipment – right-of-use assets 185,009 185,009
Other current assets 19,494 (5,863) 13,631
Shareholders' equity, Group share 2,196,787 (2,306) 2,194,481
Non-controlling interests 137,230 (13) 137,217
Total consolidated shareholders' equity 2,334,017 (2,319) 2,331,698
Current and non-current borrowings and financial debt 1,449,599 (3,173) 1,446,426
Lease liabilities (current and non-current) 179,803 179,803
Trade and other payables 526,849 (46) 526,803

IFRS 9 – Financial Instruments (hedging component)

The Group has applied the hedging component of IFRS 9 for the first time. The impact of the change of standard on currency, interest rate and commodity hedging transactions is immaterial (less than €0.5 million).

IFRIC 23 – Uncertainty over Income Tax Treatments

IFRIC 23 clarifies the application of the provisions of IAS 12 Income Taxes as regards recognition and measurement where there is uncertainty about the treatment of income taxes. The application of this interpretation did not have an impact on the measurement of the Group's current or deferred taxes.

Standards, interpretations and amendments for which early application may be chosen

The Group has not opted for the early adoption of the following standards, interpretations and amendments, the application of which is not mandatory as of June 30, 2019:

Standard/Interpretation Date of mandatory
application subject
to adoption by the
EU
Amendments to IFRS 3 Definition of a business January 1, 2020
IFRS 17 Insurance contracts January 1, 2021
Amendments to IAS 1 and IAS 8 Definition of "material" January 1, 2020
Conceptual framework Revised Conceptual Framework for Financial
Reporting (replacing the 2010 framework)
January 1, 2020

2. SCOPE OF CONSOLIDATION AS OF JUNE 30, 2019

The consolidated financial statements for the 6 months ended June 30, 2019 include the Rubis financial statements and those of its subsidiaries listed in the table below.

6/30/2019 12/31/2018 6/30/2019 12/31/2018
% % % % Consolidation
Name Head Office control control interest interest method
Rubis 46, rue Boissière
75116 Paris
SIREN: 784 393 530
Parent Parent Parent Parent
Rubis Patrimoine 46, rue Boissière
75116 Paris
SIREN: 319 504 106
100.00% 100.00% 100.00% 100.00% FC
Coparef 46, rue Boissière
75116 Paris
SIREN: 309 265 965
100.00% 100.00% 100.00% 100.00% FC
Cimarosa 46, rue Boissière
75119 Paris – France
SIREN: 844 648 691
100.00% 100.00% 100.00% 100.00% FC
Rubis Terminal 33, av. de Wagram
75017 Paris
SIREN: 775 686 405
99.44% 99.44% 99.44% 99.44% FC
CPA 33, av. de Wagram
75017 Paris
SIREN: 789 034 915
100.00% 100.00% 99.44% 99.44% FC
Rubis Terminal
Dunkerque
33, av. de Wagram
75017 Paris
SIREN: 801 044 645
90.00% 90.00% 89.50% 89.50% FC
Stockbrest ZI Portuaire St Marc
29200 Brest
SIREN: 394 942 940
100.00% 100.00% 99.44% 99.44% FC
6/30/2019 12/31/2018 6/30/2019 12/31/2018
% % % % Consolidation
Name Head Office control control interest interest method
Société du Dépôt de
Saint-Priest
16, rue des Pétroles
69800 Saint Priest
SIREN: 399 087 220
100.00% 100.00% 99.44% 99.44% FC
Société des Pipelines de
Strasbourg
33, av. de Wagram
75017 Paris
62.50% 62.50% 33.35% 33.35% FC
Société Européenne de
Stockage
SIREN: 648 501 260
28, rue de Rouen
67000 Strasbourg-Robertsau
53.66% 53.66% 53.36% 53.36% FC
Dépôt Pétrolier de La SIREN: 304 575 194
33, av. de Wagram
75.00% 75.00% 74.61% 74.61% FC
Corse 75017 Paris
SIREN: 652 050 659
Wagram Terminal 33, av. de Wagram
75017 Paris
SIREN: 509 398 749
78.30% 78.30% 77.86% 77.86% FC
Zeller 8, rue Ellenhard
67000 Strasbourg
SIREN: 702 006 297
50.00% 50.00% 49.72% 49.72% JV (EM)
Rubis Terminal BV Welplaatweg 26
3197 KS Botlek-Rotterdam
the Netherlands
100.00% 100.00% 99.44% 99.44% FC
ITC Rubis Terminal
Antwerp
Blikken, Haven 1662
B-9130 Beveren (Doel)
Belgium
50.00% 50.00% 49.72% 49.72% JV (EM)
Rubis Tankmed BV Prins Bernhardplein 200
1097 JB Amsterdam
the Netherlands
100.00% 100.00% 99.44% 99.44% FC
Rubis Terminal Petrol
Ticaret ve Sanayi A.Ş.
Büyükdere Caddesi
N°127 Astoria Kuleleri A Block Kat:
26-27
34394 Esentepe Istanbul
100.00% 100.00% 99.44% 99.44% FC
Rubis Énergie Turkey
Tour Franklin
100, Terrasse Boieldieu
92800 Puteaux
SIREN: 552 048 811
100.00% 100.00% 100.00% 100.00% FC
Vitogaz France Tour Franklin
100, Terrasse Boieldieu
92800 Puteaux
SIREN: 323 069 112
100.00% 100.00% 100.00% 100.00% FC
Sicogaz Tour Franklin
100, Terrasse Boieldieu
92800 Puteaux
SIREN: 672 026 523
100.00% 100.00% 100.00% 100.00% FC
Sigalnor Route du Hoc
76700 Gonfreville-l'Orcher
SIREN: 353 646 250
65.00% 65.00% 65.00% 65.00% FC
Starogaz Tour Franklin
100, Terrasse Boieldieu
92800 Puteaux
SIREN: 418 358 388
100.00% 100.00% 100.00% 100.00% FC
Norgal Route de la Chimie
76700 Gonfreville l'Orcher
SIREN: 777 344 623
20.94% 20.94% 20.94% 20.94% JO
Frangaz Tour Franklin
100, Terrasse Boieldieu
92800 Puteaux
SIREN: 491 422 127
100.00% 100.00% 100.00% 100.00% FC
6/30/2019 12/31/2018 6/30/2019 12/31/2018
% % % % Consolidation
Name Head Office control control interest interest method
ViTO Corse Tour Franklin
100, Terrasse Boieldieu
92800 Puteaux
SIREN: 518 094 784
100.00% 100.00% 100.00% 100.00% FC
Rubis Restauration et
Services
Tour Franklin
100, Terrasse Boieldieu
92800 Puteaux
SIREN: 793 835 430
100.00% 100.00% 100.00% 100.00% FC
Vitogaz Switzerland A Bugeon
CH – 2087 Cornaux
Switzerland
100.00% 100.00% 100.00% 100.00% FC
Propagaz (merger) Bremblens (VD)
Switzerland
100.00% 100.00% FC
Rubis Energia Portugal Lagoas Park Edificio 11, Piso 1
2740 - 270 Porto Salvo Oeiras
Portugal
100.00% 100.00% 100.00% 100.00% FC
Rubis II Distribuição
Portugal S.A.
Lagoas Park Edificio 11, Piso 1
2740 - 270 Porto Salvo Oeiras
Portugal
100.00% 100.00% 100.00% 100.00% FC
Sodigas Seixal Sociedade
de Distribuição de Gàs
S.A.
Sodigas Funchal
(merger)
Lagoas Park Edificio 11, Piso 1
2740 - 270 Porto Salvo Oeiras
Portugal
Caminho do Passeio, n° 17
IIha da Madeira - Funchal
Sao Martinho
9000-235 Funchal
Portugal
100.00% 100.00% 100.00% 100.00% FC
Sodigas Açores Lagoas Park, Edificio 11, Piso 1
2740 - 270 Porto Salvo Oeiras
Portugal
100.00% 100.00% 100.00% 100.00% FC
Sodigas Braga Rua Rio Mau, N06
4 700-760 Panoias
Portugal
100.00% 100.00% 100.00% 100.00% FC
Spelta – Produtos
Petrolíferos, SA
Rua Achada Diogo Dias, n.º 2
9135-401 Santa Cruz, Funchal
Portugal
100.00% 100.00% FC
Vitogas España S.A. Avda. Baix Llobregat 1-3, 2A
Poligono Industrial Màs Blau II
Barcelona
Spain
100.00% 100.00% 100.00% 100.00% FC
Fuel Supplies Channel
Islands Ltd (FSCI)
PO Box 85
Bulwer Avenue, St Sampson
Guernsey GY1 3EB
Channel Islands
100.00% 100.00% 100.00% 100.00% FC
La Collette Terminal Ltd La Collette
Saint Helier
Jersey JE1 0FS
Channel Islands
100.00% 100.00% 100.00% 100.00% FC
St Sampson Terminal Ltd Bulwer Avenue, St Sampson
Guernsey GY1 3EB
Channel Islands
100.00% 100.00% 100.00% 100.00% FC
Vitogaz Maroc Immeuble n° 7 Ghandi Mall
Boulevard Ghandi
20380 Casablanca
Morocco
100.00% 100.00% 100.00% 100.00% FC
6/30/2019 12/31/2018 6/30/2019 12/31/2018
% % % % Consolidation
Name Head Office control control interest interest method
Lasfargaz Immeuble n° 7 Ghandi Mall
Boulevard Ghandi
20380 Casablanca
Morocco
82.89% 82.89% 82.89% 82.89% FC
Kelsey Gas Ltd 1st Floor Standard Chartered Tower,
19 Cybercity Ebene
Republic of Mauritius
100.00% 100.00% 100.00% 100.00% FC
Vitogaz Madagascar 122, rue Rainandriamampandry
Faravohitra - BP 3984
Antananarivo 101
Madagascar
100.00% 100.00% 100.00% 100.00% FC
Eccleston Co Ltd 1st Floor Standard Chartered Tower,
19 Cybercity Ebene
Republic of Mauritius
100.00% 100.00% 100.00% 100.00% FC
Vitogaz Comores Voidjou BP 2562
Moroni
100.00% 100.00% 100.00% 100.00% FC
Gazel Union of the Comoros Islands
122, rue Rainandriamampandry
Faravohitra - BP 3984
Antananarivo 101
Madagascar
49.00% 49.00% 49.00% 49.00% FC
Rubis Antilles Guyane Tour Franklin
100, Terrasse Boieldieu
92800 Puteaux
SIREN: 542 095 591
100.00% 100.00% 100.00% 100.00% FC
Stocabu L'avenir du Morne Caruel
Route des Abymes
97139 Abymes (Guadeloupe)
SIREN: 388 112 054
50.00% 50.00% 50.00% 50.00% JO
Société Industrielle de
Gaz et de Lubrifiants
Voie principale ZI de Jarry
97122 Baie – Mahaut (Guadeloupe)
SIREN: 344 959 937
100.00% 100.00% 100.00% 100.00% FC
Société Anonyme de la
Raffinerie des Antilles
(SARA)
California
97232 Lamentin (Martinique)
SIREN: 692 014 962
71.00% 71.00% 71.00% 71.00% FC
Société Antillaise des
Pétroles Rubis
Tour Franklin
100, Terrasse Boieldieu
92800 Puteaux
SIREN: 303 159 875
100.00% 100.00% 100.00% 100.00% FC
Rubis Guyane Française Tour Franklin
100, Terrasse Boieldieu
92800 Puteaux
SIREN: 351 571 526
100.00% 100.00% 100.00% 100.00% FC
Rubis Caraïbes
Françaises
Tour Franklin
100, Terrasse Boieldieu
92800 Puteaux
SIREN: 428 742 498
100.00% 100.00% 100.00% 100.00% FC
Société Réunionnaise de
Produits Pétroliers
(SRPP)
Tour Franklin
100, Terrasse Boieldieu
92800 Puteaux
SIREN: 310 837 190
100.00% 100.00% 100.00% 100.00% FC
Société d'importation et
de distribution de Gaz
liquéfiés dans l'océan
Indien (Sigloi)
Tour Franklin
100, Terrasse Boieldieu
92800 Puteaux
SIREN: 310 879 598
100.00% 100.00% 100.00% 100.00% FC
Rubis Energy Bermuda
Ltd
2, Ferry Road
Saint George's GE 01
Bermuda
100.00% 100.00% 100.00% 100.00% FC
6/30/2019 12/31/2018 6/30/2019 12/31/2018
Name Head Office %
control
%
control
%
interest
%
interest
Consolidation
method
Sinders Ltd 2, Ferry Road 100.00% 100.00% 100.00% 100.00% FC
Bermuda Gas & Utility
Company Ltd
Saint George's GE 01
Bermuda
2, Ferry Road
Saint George's GE 01
100.00% 100.00% 100.00% 100.00% FC
Rubis Eastern Caribbean
SRL
Bermuda
One Rubis Plaza Welches
St James BB 23027
100.00% 100.00% 100.00% 100.00% FC
Rubis Caribbean
Holdings Inc.
Barbados
One Rubis Plaza Welches
St James BB 23027
Barbados
100.00% 100.00% 100.00% 100.00% FC
Rubis West Indies Ltd 10 Finsbury Square
London EC2A 1AF
United Kingdom
100.00% 100.00% 100.00% 100.00% FC
Rubis Guyana Inc. Ramsburg, Providence East Bank
Demerara,
Guyana
100.00% 100.00% 100.00% 100.00% FC
Rubis Bahamas Ltd H&J Corporate Services
Ocean center, Montague
Foreshore, East Bay Street
PO Box SS 19084 Nassau
the Bahamas
100.00% 100.00% 100.00% 100.00% FC
Rubis Cayman Islands
Ltd
H&J Corporate Services Cayman Ltd
P.O. PO Box 866, 5th Floor Anderson
Square, George Town,
Grand Cayman KY1 - 1103
Cayman Islands
100.00% 100.00% 100.00% 100.00% FC
Rubis Turks & Caicos Ltd Caribbean Management Services Ltd
122 Blue Mountain Road
P.O. Box 127, Providenciales,
100.00% 100.00% 100.00% 100.00% FC
Rubis Energy Jamaica Ltd 236 Windward Road Turks and Caicos Islands TKCA 1ZZ
Rockfort, Kingston 2 in the Parish of
Kingston
Jamaica
100.00% 100.00% 100.00% 100.00% FC
Easigas (Pty) Ltd Gate 5, Hibiscus Road
Alrode 1451 Gauteng
South Africa
55.00% 55.00% 55.00% 55.00% FC
Easigas Botswana (Pty)
Ltd
Acumen Park, Plot 50370,
Fairground Office Park,
PO Box 1157, Gaborone
Botswana
55.00% 55.00% 55.00% 55.00% FC
Easigas Swaziland (Pty)
Ltd
PO Box 24 Mbabane H100
Swaziland 7441
55.00% 55.00% 55.00% 55.00% FC
Easigas Lesotho (Pty) Ltd 2nd Floor, Metropolitan Life Building
Kingsway
PO Box 1176 Maseru
Lesotho
55.00% 55.00% 55.00% 55.00% FC
European Railroad
Established Services
(Eres)
Schaliënstraat 5
2000 Antwerpen
Belgium
100.00% 100.00% 100.00% 100.00% FC
Maritec NV Schaliënstraat 5
2000 Antwerpen
Belgium
100.00% 100.00% 100.00% 100.00% FC
Ringardas Nigeria Ltd 49 Mamman Nasir Street
Asokoro Abuja
Nigeria
100.00% 100.00% 100.00% 100.00% FC
6/30/2019 12/31/2018 6/30/2019 12/31/2018
% % % % Consolidation
Name Head Office control control interest interest method
European Railroad Zone des Hydrocarbures 100.00% 100.00% 100.00% 100.00% FC
Established Services SA
(Eres Sénégal)
Port Autonome de Dakar Mole 8
BP 844 - Dakar
Senegal
European Railroad Established Services de Lomé Togo 100.00% 100.00% 100.00% 100.00% FC
Established Services SA
Togo SA (Eres Togo) Route C4 – BP 9124
Lomé Togo
Eres Cameroun Quartier Akwa 100.00% 100.00% 100.00% 100.00% FC
Immeuble Ancien Amacam
BP 3791 - Douala
Republic of Cameroon
REC Bitumen SRL One Rubis Plaza Welches 100.00% 100.00% 100.00% 100.00% FC
St James BB 23027
Barbados
Bahama Blue Shipping One Rubis Plaza Welches 100.00% 100.00% FC
Company St James BB 23027
Pickett Shipping Corp. Barbados
Via España n° 122
100.00% 100.00% 100.00% 100.00% FC
Torre Delta
Piso 14 Apartado 0823-05658
Panama
Republic of Panama
Blue Round Shipping Via España n° 122 100.00% 100.00% 100.00% 100.00% FC
Corp. Torre Delta
Piso 14 Apartado 0823-05658
Panama
Republic of Panama
Saunscape International Via España n° 122 100.00% 100.00% 100.00% 100.00% FC
Inc. Torre Delta
Piso 14 Apartado 0823-05658
Panama
Maroni Shipping SA Republic of Panama
Via España n° 122
100.00% 100.00% 100.00% 100.00% FC
Torre Delta
Piso 14 Apartado 0823-05658
Panama
Republic of Panama
Biskra Shipping SA Via España n° 122 100.00% 100.00% 100.00% 100.00% FC
Torre Delta
Piso 14 Apartado 0823-05658
Panama
Republic of Panama
Atlantic Rainbow c/o Rosas Y Rosas 100.00% 100.00% 100.00% 100.00% FC
Shipping Company SA Via España n° 122
Torre Delta
Piso 14 Apartado 0823-05658
Panama
Republic of Panama
Woodbar CO Ltd c/o Interface International Ltd 85.00% 85.00% 85.00% 85.00% FC
9th Floor Standard Chartered Tower
19 Cybercity Ebene
Republic of Mauritius
Rubis Énergie Djibouti Avenue Georges Pompidou
BP 153
85.00% 85.00% 85.00% 85.00% FC
Djibouti
Republic of Djibouti
6/30/2019 12/31/2018 6/30/2019 12/31/2018
% % % % Consolidation
Name Head Office control control interest interest method
Distributeurs Nationaux
SA (Dinasa)
2 rue Jean Gilles
Route de l'Aéroport Delmas
Port au Prince
Haiti
100.00% 100.00% 100.00% 100.00% FC
Chevron Haïti Inc. c/o Coverdale Trust Services Limited
30 De Castro Street
PO Box 4519
Road Town Tortola
British Virgin Islands VG 1110
100.00% 100.00% 100.00% 100.00% FC
Société de Distribution
de Gaz (Sodigaz)
2 rue Jean Gilles
Route de l'Aéroport Delmas
Port au Prince
Haiti
100.00% 100.00% 100.00% 100.00% FC
Terminal Gazier de
Varreux
Route de Varreux
Port au Prince
Haiti
50.00% 50.00% 50.00% 50.00% JO
RBF Marketing Ltd 236 Windward Road
Rockfort, Kingston 2 in the Parish of
Kingston
Jamaica
100.00% 100.00% 100.00% 100.00% FC
Galana Distribution
Pétrolière Company Ltd
1st Floor, Standard Chartered Tower,
19, Cibercity, Ebene,
Republic of Mauritius
100.00% 100.00% 100.00% 100.00% FC
Galana Distribution Immeuble Pradon Trade Centre, 90.00% 90.00% 90.00% 90.00% FC
Pétrolière SA Antanimena, 101 Antananarivo
Madagascar
Galana Raffinerie
Terminal Company Ltd
1st Floor, Standard Chartered Tower,
19, Cibercity, Ebene,
Republic of Mauritius
100.00% 100.00% 100.00% 100.00% FC
Galana Raffinerie et
Terminal SA
Immeuble Pradon Trade Centre,
Antanimena, 101 Antananarivo
Madagascar
90.00% 90.00% 90.00% 90.00% FC
Plateforme Terminal
Pétrolier SA
Immeuble Pradon Trade Centre,
Antanimena, 101 Antananarivo
Madagascar
80.00% 80.00% 80.00% 80.00% FC
Rubis Middle East Supply
DMCC
Unit No: AG-34-L
AG Tower, Plot No.: JLT-PH1-L1A
Jumeirah Lake Tower, Dubai
United Arab Emirates
100.00% 100.00% 100.00% 100.00% FC
RAME Rubis Asphalt
Middle East DMCC
Unit No: AG-34-L
AG Tower, Plot No.: JLT-PH1-L1A
Jumeirah Lake Tower, Dubai
United Arab Emirates
100.00% 100.00% 100.00% 100.00% FC
Recstar Middle East
DMCC
Unit No: AG-26-L, AG Tower,
Plot No.: JLT-PH1-I1A
Jumeirah Lakes Towers, Dubai
United Arab Emirates
100.00% 100.00% 100.00% 100.00% FC
Maritec Tanker
Management Private Ltd
604, Vakratunda Corporate Park
Goregaon (East)
Mumbai – 400 063
India
100.00% 100.00% 100.00% 100.00% FC
KenolKobil PLC Avenue 5 Building
Rose Avenue, Kilimani
P.O. Box 44202 or 30322, 00100 GPO
Nairobi
Kenya
100.00% 100.00% FC
6/30/2019 12/31/2018 6/30/2019 12/31/2018
% % % % Consolidation
Name Head Office control control interest interest method
Kobil Petroleum Limited c/o The Corporation Trust Company 100.00% 100.00% FC
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
New Castle County
United States
Kobil Burundi SA Quartier Industriel 08, Av. Rivage 100.00% 100.00% FC
B.P. 466 Bujumbura
Burundi
Kobil Ethiopia Ltd Addis Abada 100.00% 100.00% FC
Kirkos Sub City
Woreda 04 – House number 030
Ethiopia
Kobil Petroleum Rwanda Byumba Road 100.00% 100.00% FC
Ltd Gatsata
B.P. 6074 - Kigali
Rwanda
Kobil Uganda Ltd Plot N°4 Wankulukuku Road 100.00% 100.00% FC
Nalukulango, Industrial Area
P.O. Box 27478 - Kampala
Uganda
Kobil Zambia Ltd Plot N°1630 100.00% 100.00% FC
Malambo Road
P.O. Box 320089 - Lusaka
Zambia
Rubis Énergie Zimbabwe Kudenga House 100.00% 100.00% FC
(Private) Ltd 3 Baines Avenue, Harare
Zimbabwe
FC: full consolidation
JO: joint operation

JV: joint venture (equity method)

EM: equity method

Rubis Antilles Guyane holds a minority stake in 5 EIGs located in the French Antilles; these companies' accounts, which are not significant, are not consolidated.

Similarly, Rubis Energia Portugal currently holds unconsolidated investments in an insignificant amount.

3. CHANGES IN THE SCOPE OF CONSOLIDATION

Only the most material transactions are set out below.

3.1. ACQUISITION OF KENOLKOBIL PLC

In October 2018, the Group acquired 24.99% of KenolKobil Plc, and announced its intention of launching a takeover bid on the remaining capital. This transaction was recorded in "Other financial assets" as of December 31, 2018.

On January 10, 2019, following the approval received from the Financial Markets Authority of Kenya, the Group announced its offer to buy all KenolKobil Plc shares at a price of 23 Kenyan shillings per share.

The offer closed on February 18, 2019. A total of 97.6% of outstanding shares were tendered, and the Group launched a procedure allowing it to buy out the residual shares at a price of 23 Kenyan shillings.

KenolKobil, the leading distributor of petroleum products in Kenya, also operates in Burundi, Ethiopia, Uganda, Rwanda and Zambia.

The new subsidiaries have made a positive contribution to the Group's earnings since April 1, 2019, when they were fully consolidated.

The fair values of the main net asset items acquired are summarized below:

(in thousands of euros) April 1, 2019
Goodwill 196,966
Fixed assets 77,114
Inventories 127,831
Trade and other receivables 77,268
Cash and cash equivalents 69,635

The fair value of the assets acquired and liabilities assumed is subject to change in the 12 months following the acquisition (April 1, 2019).

3.2. ACQUISITION OF ACTIVITIES IN THE AZORES AND MADEIRA

At the end of December 2018, the Group took over Repsol's LPG distribution business in the Azores and Madeira after a 15-month investigation by the local competition authority.

In view of the late date of the approval, the securities of the non-consolidated entities were recorded in the balance sheet under "Other financial assets".

The acquisition was finalized during the first half of 2019.

The competition authority imposed the resale of certain assets to avoid allowing the Group to assume a dominant position. The resulting transactions were carried out without any material impact on the Group's half-yearly results.

4. SUMMARY SEGMENT INFORMATION

In accordance with IFRS 8, operating segments are those examined by the Group's main operational decision-makers (the Top Managers).

Information by business segment

Rubis
6/30/2019
(in thousands of euros)
Rubis
Terminal
Rubis
Énergie
Support and
Services
Parent
company
Total
Sales revenue 143,964 2,133,558 449,101 2,726,623
EBITDA 41,547 220,246 62,250 (11,440) 312,603
EBIT 23,534 175,576 50,946 (11,907) 238,149
Operating income after profit/loss from joint
ventures
24,600 168,600 52,337 (11,953) 233,584
Net income 15,317 115,986 43,321 (8,744) 165,880
Capital expenditure 29,121 50,030 28,636 1,197 108,984
Rubis
6/30/2018
(in thousands of euros)
Rubis
Terminal
Rubis
Énergie
Support and
Services
Parent
company
Total
Sales revenue 167,133 1,650,971 584,394 36 2,402,534
EBITDA 36,446 180,235 52,057 (10,752) 257,986
EBIT 20,695 150,100 42,027 (11,075) 201,747
Operating income after profit/loss from joint
ventures 22,125 136,124 37,406 (11,075) 184,580
Net income 14,747 102,709 28,248 (9,367) 136,337
Capital expenditure 28,747 44,498 33,585 896 107,726

Information by region

6/30/2019

(in thousands of euros) Europe Caribbean Africa Total
Sales revenue 483,776 1,351,134 891,713 2,726,623
EBITDA 86,634 138,225 87,744 312,603
EBIT 50,159 112,054 75,936 238,149
Operating income after profit/loss from joint ventures 45,417 113,276 74,891 233,584
Capital expenditure 41,897 49,751 17,336 108,984
6/30/2018
(in thousands of euros) Europe Caribbean Africa Total
Sales revenue 496,869 1,458,331 447,334 2,402,534
EBITDA 79,361 107,030 71,595 257,986
EBIT 51,202 86,326 64,219 201,747
Operating income after profit/loss from joint ventures 39,457 80,872 64,251 184,580
Capital expenditure 44,139 49,543 14,044 107,726

Information on sales revenue

Rubis
6/30/2019 Rubis Rubis Support and Parent
(in thousands of euros) Terminal Énergie Services company Total
Geographic zone
Europe 143,964 339,812 483,776
Caribbean 908,819 442,315 1,351,134
Africa 884,927 6,786 891,713
TOTAL 143,964 2,133,558 449,101 2,726,623
Products and services
Petroleum products, LPG and bitumen 2,133,558 2,133,558
Refining 331,575 331,575
Trading, supply, transport and services 70,245 117,526 187,771
Storage 73,719 73,719
Other
TOTAL 143,964 2,133,558 449,101 2,726,623
Rubis
6/30/2018
(in thousands of euros)
Rubis
Terminal
Rubis
Énergie
Support and
Services
Parent
company
Total
Geographic zone
Europe 167,133 329,700 36 496,869
Caribbean 881,120 577,211 1,458,331
Africa 440,151 7,183 447,334
TOTAL 167,133 1,650,971 584,394 36 2,402,534
Products and services
Petroleum products, LPG and bitumen 1,650,971 1,650,971
Refining 281,322 281,322
Trading, supply, transport and services 95,775 303,072 398,847
Storage 71,358 71,358
Other 36 36

5. NON-CONTROLLING INTERESTS

The primary non-controlling interests are calculated for the following entities or sub-groups:

SARA

The Group consolidates the 71%-owned SARA using the full consolidation method; the 29% noncontrolling interests are held by Sol Petroleum Antilles SAS.

Easigas entities

The Easigas entities are consolidated using the full consolidation method, with the Group owning an interest of 55%.

Entities of the Rubis Terminal division

Certain entities of the Rubis Terminal division are less than 100% owned (see the consolidation scope in note 2)

Galana group

Some entities of the Galana group in Madagascar are 80% and 90% owned.

5.1. CONDENSED FINANCIAL INFORMATION – SUBSIDIARY WITH NON-CONTROLLING INTERESTS: SARA

The amounts presented below are before the elimination of intercompany transactions and accounts:

(in thousands of euros) 6/30/2019 12/31/2018
Fixed assets 143,838 134,256
Net financial debt (cash and cash equivalents – liabilities) (42,501) (14,125)
Current liabilities (including loans due in less than 1 year and short-term bank borrowings) 135,131 157,959
(in thousands of euros) 6/30/2019 6/30/2018
Net revenue 444,484 415,997
Net income 12,018 9,680
Group share 8,193 6,581
Share attributable to non-controlling interests 3,825 3,099
Other comprehensive income (1,000) 734
Group share (710) 521
Share attributable to non-controlling interests (290) 213
Comprehensive income for the period 11,018 10,414
Group share 7,483 7,102
Share attributable to non-controlling interests 3,535 3,312
Dividends paid to non-controlling interests 6,452 6,428
Cash flows related to operations 12,325 (52,836)
Cash flows related to investing activities (17,831) (12,862)
Cash flows related to financing activities (10,647) 15,761
Change in cash and cash equivalents (16,153) (49,937)

5.2. CONDENSED FINANCIAL INFORMATION – SUBSIDIARY WITH NON-CONTROLLING INTERESTS: EASIGAS SA AND ITS SUBSIDIARIES

The amounts presented below are before the elimination of intercompany transactions and accounts:

(in thousands of euros) 6/30/2019 12/31/2018
Fixed assets 67,075 57,114
Net financial debt (cash and cash equivalents – liabilities) 3,353 1,931
Current liabilities (including loans due in less than 1 year and short-term bank borrowings) 16,733 13,768
(in thousands of euros) 6/30/2019 6/30/2018
Net revenue 59,329 62,179
Net income 5,879 5,629
Group share 3,143 3,292
Share attributable to non-controlling interests 2,736 2,337
Other comprehensive income
Group share
Share attributable to non-controlling interests
Comprehensive income for the period 5,879 5,629
Group share 3,143 3,292
Share attributable to non-controlling interests 2,736 2,337
Dividends paid to non-controlling interests 2,248 1,974
Cash flows related to operations 9,987 5,862
Cash flows related to investing activities (4,004) (4,778)
Cash flows related to financing activities (4,020) (4,427)
Impact of exchange rate changes 210 (175)
Change in cash and cash equivalents 2,173 (3,518)

6. INTERESTS IN JOINT OPERATIONS

Group interests in joint operations refer only to Rubis Énergie. These entities were not material as of June 30, 2019.

7. INTERESTS IN JOINT VENTURES

The Group qualifies two partnerships (Rubis Terminal Antwerp and Zeller & Cie) as joint ventures within the meaning of IFRS. Zeller & Cie's contribution is not material for the Group.

Condensed Financial Information – ITC Rubis Terminal Antwerp Joint Venture

The figures below were prepared in accordance with IFRS at 100%.

Company statement of financial position

(in thousands of euros) 6/30/2019 12/31/2018
Current assets 5,549 4,093
Non-current assets 246,268 228,590
TOTAL ASSETS 251,817 232,683
Current liabilities 131,389 132,123
Non-current liabilities 33,519 17,120
TOTAL LIABILITIES 164,908 149,243

Current liabilities mainly include current account financing by the 2 joint venturers.

The assets and liabilities of the joint venture specifically include the following:

(in thousands of euros) 6/30/2019 12/31/2018
Cash and cash equivalents 908 665
Current financial liabilities (excl. trade payables and provisions) 6,280 6,200
Non-current financial liabilities (excl. trade payables and provisions) 18,000 16,100
(in thousands of euros) 6/30/2019 6/30/2018
Net revenue 15,333 15,667
Net income 3,470 4,309
Other comprehensive income
COMPREHENSIVE INCOME FOR THE PERIOD 3,470 4,309

Net income for the period given above includes the following items:

(in thousands of euros) 6/30/2019 6/30/2018
Depreciation expense (3,626) (3,197)
Interest income and expense (418) (374)
Income tax (1,369) (1,734)
(in thousands of euros) 6/30/2019 12/31/2018
Net assets in the joint venture 86,909 83,440
Rubis percentage held in the joint venture 50% 50%
Goodwill
Other adjustments
NET CARRYING AMOUNT OF THE GROUP'S INTEREST IN THE JOINT VENTURE 43,455 41,720

The Group received no dividends in respect of the period from the ITC Rubis Terminal Antwerp joint venture.

8. GOODWILL AND INTANGIBLE ASSETS

8.1. GOODWILL

The net book value of goodwill and other intangible assets is reviewed at least once a year and when events or circumstances indicate that a loss of value may have occurred. An impairment loss is recorded when the recoverable value of the assets tested becomes permanently lower than their net book value.

(in thousands of euros) 12/31/2018 Changes in
consolidation
Translation
differences
6/30/2019
Bulk liquid storage business (Europe) 57,446 57,446
Petroleum products distribution business (Europe) 238,310 25,031 898 264,239
Petroleum products distribution business (Africa) 281,231 196,966 (7,127) 471,070
Petroleum products distribution business (Caribbean) 403,620 (32,402) 371,218
Support and Services business (Caribbean) 113,747 (506) 113,241
GOODWILL 1,094,355 221,997 (39,137) 1,277,214

The main changes in scope recorded during the six-month period (see note 3) are as follows:

  • initial consolidation of the KenolKobil group in the amount of €197 million;
  • acquisition of new LPG activities in the Azores and Madeira in the amount of €25 million.

8.2. INTANGIBLE ASSETS

Gross value
(in thousands of euros)
12/31/2018 1/1/2019
First-time
application
of IFRS 16*
Changes in consolidation Acquisitions Decreases Reclassifications Translation
differences
6/30/2019
Port lease rights (Rubis
Terminal)
2,319 (2,319)
Other concessions,
patents and similar
rights 22,090 7,365 111 (32) (44) (189) 29,301
Lease 1,714 (37) 1,677
Other intangible assets 35,906 117 2,050 (157) 163 73 38,152
TOTAL 62,028 (2,319) 7,482 2,161 (189) 119 (153) 69,129
Depreciation 1/1/2019
First-time
application
Changes in Translation
(in thousands of euros) 12/31/2018 of IFRS 16* consolidation Increases Decreases Reclassifications differences 6/30/2019
Other concessions,
patents and similar
rights (7,800) (3,008) (780) 32 95 (11,461)
Other intangible assets (19,879) (116) (1,179) 147 (19) (21,046)
TOTAL (27,679) (3,124) (1,959) 179 76 (32,507)
NET VALUE 34,349 (2,319) 4,358 202 (10) 119 (77) 36,622

* Cancellation through equity (see note 1).

The main changes in the scope of consolidation relate to the consolidation of the KenolKobil group.

9. PROPERTY, PLANT AND EQUIPMENT AND RIGHT-OF-USE ASSETS

9.1. PROPERTY, PLANT AND EQUIPMENT

Gross value
(in thousands of euros)
12/31/2018 Change
in scope
Acquisitions Decreases Reclassifications* Translation
differences
6/30/2019
Other property, plant
and equipment
283,485 3,747 8,796 (2,363) 2,641 (46) 296,260
Prepayments and down
payments on property,
plant and equipment
1,999 1,377 (67) (78) 3,231
Assets in progress 155,499 3,350 68,741 (180) (23,739) (809) 202,862
Machinery and
equipment and tools
2,161,958 20,338 20,263 (7,759) 9,252 1,091 2,205,143
Land and buildings 839,633 29,213 2,333 (3,065) 4,697 (6,959) 865,852
TOTAL 3,442,574 56,648 101,510 (13,367) (7,216) (6,801) 3,573,348
Depreciation
(in thousands of euros)
12/31/2018 Change
in scope
Increases Decreases Reclassifications Translation
differences
6/30/2019
Other property, plant
and equipment
(149,276) (2,446) (7,718) 2,046 156 467 (156,771)
Facilities and
equipment
(1,334,686) (9,991) (44,614) 5,147 4,127 (814) (1,380,831)
Land and buildings (370,507) (10,094) (10,443) 2,325 37 1,234 (387,448)
TOTAL (1,854,469) (22,531) (62,775) 9,518 4,320 887 (1,925,050)
NET VALUE 1,588,105 34,117 38,735 (3,849) (2,896) (5,914) 1,648,298

* Of which reclassification of assets related to finance leases as right-of-use assets (IFRS 16) in the column "1/1/2019 – First-time application of IFRS 16" in the gross amount of €6.7 million and €4.2 million in amortization.

The main changes in scope are as follows:

  • consolidation of the KenolKobil group in the gross amount of €53.2 million and €19.6 million in depreciation;
  • acquisition of the LPG businesses in the Azores and Madeira in the gross amount of €3.4 million and €2.9 million in depreciation;

9.2. RIGHT-OF-USE ASSETS (IFRS 16)

Gross value 1/1/2019
- First-time
application of
Change Translation
(in thousands of euros) IFRS 16* in scope Acquisitions Decreases differences 6/30/2019
Other property, plant and
equipment
521 5 83 (257) 2 354
Transportation equipment 11,753 3 1,432 (17) 112 13,283
Machinery and equipment and
tools
20,150 (842) (628) 18,680
Land and buildings 156,759 39,812 2,262 (254) (3,050) 195,529
TOTAL 189,183 39,820 3,777 (1,370) (3,564) 227,846
Depreciation
(in thousands of euros)
1/1/2019
- First-time
application of
IFRS 16*
Change
in scope
Increases Decreases Translation
differences
6/30/2019
Other property, plant and
equipment
(192) (93) 198 1 (86)
Transportation equipment (3,234) 2 14 (3,218)
Machinery and equipment and
tools
(3,982) (1,365) 842 (10) (4,515)
Land and buildings (50) (8,205) 86 (8,169)

* Of which reclassification of existing finance leases as of December 31, 2018 in the gross amount of €6.7 million and €4.2 million in amortization.

TOTAL (4,174) (50) (12,897) 1,042 91 (15,988) NET VALUE 185,009 39,770 (9,120) (328) (3,473) 211,858

The main changes in the scope of consolidation relate to the consolidation of the KenolKobil group.

10. OTHER FINANCIAL ASSETS AND OTHER CURRENT ASSETS

10.1. OTHER FINANCIAL ASSETS

"Other financial assets" as of June 30, 2019 include:

Gross value
(in thousands of euros) 6/30/2019 12/31/2018
Equity interests 6,005 78,729
Other receivables from investments 12,595 12,784
Long-term securities 1,807 1,689
Loans, deposits and guarantees 11,000 11,540
TOTAL OTHER FINANCIAL ASSETS 31,407 104,742
Impairment (1,463) (1,445)
NET VALUE 29,944 103,297

Investments in non- controlled entities correspond mainly to:

  • shares of the EIG held by Rubis Antilles Guyane;
  • non-controlling interests held by Rubis Energia Portugal in 3 entities in Portugal.

The reduction of non-consolidated equity investments during the half-year reflects the transactions described in section 3 "Changes in consolidation".

Other receivables from investments mainly include advances made to EIGs or joint ventures.

Loans, deposits and guarantees paid correspond essentially to advances made to certain distributors working for the Group and guarantees given to suppliers of petroleum products.

10.2. OTHER CURRENT ASSETS

"Other current assets" as of June 30, 2019 include:

(in thousands of euros) 6/30/2019 12/31/2018
Loans, deposits and guarantees 837 798
GROSS CURRENT FINANCIAL ASSETS 837 798
Impairment (16) (16)
NET CURRENT FINANCIAL ASSETS 821 782
Fair value of financial instruments 66 214
Prepaid expenses 22,357 18,498
CURRENT ASSETS 22,423 18,712
TOTAL OTHER CURRENT ASSETS 23,244 19,494

11. EARNINGS PER SHARE

Earnings per share
(in thousands of euros) 6/30/2019 6/30/2018
Consolidated net income, Group share 156,556 129,038
Number of shares at the beginning of the period 96,812,374 93,867,110
Company savings plan 15,392 11,959
Equity line 117,260 392,466
Preferential subscription rights 3,573
Dividend in shares
Preferred shares
Free shares 1,080,906 976,344
Average number of stock options
Average number of shares (including stock options) 98,025,933 95,251,451
DILUTED EARNINGS PER SHARE (in euros) 1.60 1.35
UNDILUTED EARNINGS PER SHARE (in euros) 1.61 1.37

12. SHAREHOLDERS' EQUITY

As of June 30, 2019, the share capital consisted of 100,085,816 shares (of which 2,740 preferred shares), fully paid up, with a par value of €1.25 each, i.e. a total amount of €125,107 thousand.

The various transactions impacting the share capital in the period are set out in the table below:

Share premium
Number of (in thousands of (in thousands of
shares euros) euros)
AS OF JANUARY 1, 2019 96,813,744 121,017 1,350,696
Payment of the dividend in shares 2,728,019 3,410 105,874
Free shares
Company savings plan 144,053 180 5,212
Equity line 400,000 500 19,125
Capital increase expenses (192)
Legal reserve allocation (409)
As of June 30, 2019 100,085,816 125,107 1,480,306

As of June 30, 2019, Rubis held 25,056 treasury shares.

Reconciliation of the capital increase with the statement of cash flows

Increase in the share capital 4,090
Increase in issue premiums 129,610
Reintegration of the allocation to the legal reserve 409
Change in receivables related to called but unpaid capital
Capital increase in the statement of cash flows 134,109

13. FREE SHARES

The terms of the free share plans outstanding as of June 30, 2019 are set out in the tables below:

FREE SHARES
Date of the Board of Management
meeting
Outstanding as
of 12/31/2018
Rights
issued
Rights
exercised
Rights
canceled
Outstanding as
of 6/30/2019
August 18, 2014 8,748 8,748
TOTAL 8,748 8,748
PREFERRED SHARES
Date of the Board of
Management
meeting
Outstanding as
of 12/31/2018
Rights
issued
Rights
exercised
Rights
canceled
Outstanding as
of 6/30/2019
Of which
preferred
shares acquired
but not yet
converted into
ordinary shares
September 2, 2015 2,884 2,884 2,740
July 11, 2016 3,864 (50) 3,814
March 13, 2017 1,932 1,932
July 19, 2017 374 374
March 2, 2018 345 345
March 5, 2018 1,157 1,157
October 19, 2018 140 140
January 7, 2019 62 62
TOTAL 10,696 62 (50) 10,708 2,740

Preferred shares will be converted into ordinary shares at the end of a retention or vesting period based on the extent to which the performance conditions have been achieved.

14. NET FINANCIAL DEBT

14.1. CHANGE IN FINANCIAL DEBT

(in thousands of euros) 12/31/2018 1/1/2019
First-time
application
of IFRS 16
Changes in
consolidation
Issue Repayment Translation
differences 6/30/2019
Current and non-current
borrowings and financial debt
1,449,599 (3,173) 35,836 438,873 (164,996) (2,288) 1,753,851
Lease liabilities (current and
non-current)
179,803 39,061 8,060 (8,845) (3,693) 214,386
TOTAL 1,449,599 176,630 74,897 446,933 (173,841) (5,981) 1,968,237

The main changes in the scope of consolidation relate to the consolidation of the KenolKobil group (see note 3).

Issues made during the period are mainly explained by the financing of capital expenditure and changes in the structure of the 3 divisions.

14.2. NET FINANCIAL DEBT

(in thousands of euros) 6/30/2019 12/31/2018
Current and non-current borrowings and financial debt 1,753,851 1,449,599
Cash 701,091 610,692
Investment and other securities 148,426 145,277
NET FINANCIAL DEBT (excluding lease liabilities) 904,334 693,630
Lease liabilities (current and non-current) 214,386
NET FINANCIAL DEBT 1,118,720 693,630

14.3. SCHEDULE OF LEASE LIABILITIES

More than 5
(in thousands of euros) Less than 1 year 1 to 5 years years 6/30/2019
SCHEDULE OF LEASE LIABILITIES 19,475 60,144 134,767 214,386

Other information relating to leases (IFRS 16)

As of June 30, 2019, the amount of rent paid (restated leases and exempted leases) totaled €39.5 million.

Rents not restated as of June 30, 2019 break down as follows:

  • rents exempted (remaining term of less than 12 months or low unit value) of €21.7 million;
  • variable portion of rents of €4.3 million.

15. PROVISIONS

Non-current
(in thousands of euros)
6/30/2019 12/31/2018
Provisions for contingencies and expenses 44,386 37,497
Provisions for clean-up and asset renovation 34,185 36,169
TOTAL 78,571 73,666

Provisions for contingencies and expenses include:

  • a provision relating to the Rubis Group's obligation to rebrand some of the assets obtained through its acquisitions, recorded as of June 30, 2019 in the amount of €12 million;
  • provisions relating to risks or disputes that could potentially lead to action being taken against the Rubis Group.

These items are assessed using estimates of the amounts that may be needed to settle any related obligation, and by including the probabilities of the various scenarios envisaged taking place.

Provisions for the replacement of fixed assets are compliant with IAS 16. The Group has estimated its clean-up and dismantling costs largely based on the findings of outside consultants. In compliance with IAS 16, the present value of these expenses was incorporated into the cost of the corresponding facilities.

Changes in Translation
(in thousands of euros) 12/31/2018 consolidation Allowances Reversals* Reclassifications differences 6/30/2019
Provisions for
contingencies and
expenses
37,497 6,264 6,467 (5,734) (108) 44,386
Provisions for clean-up
and asset renovation
36,169 601 (694) 160 (2,051) 34,185
TOTAL 73,666 6,264 7,068 (6,428) 160 (2,159) 78,571

* Of which €1.1 million reversed and unused.

The main changes in scope correspond as follows:

  • consolidation of the KenolKobil group in the amount of €1.2 million;
  • costs relating to the brand change for the LPG assets acquired in the Azores and Madeira.

16. OTHER OPERATING INCOME AND EXPENSES

"Other operating income and expenses" in the 6 months to June 30, 2019 are set out below:

(in thousands of euros) 6/30/2019 6/30/2018
Income from disposal of property, plant and equipment and intangible assets 1,265 (1,535)
Strategic acquisition expenses (6,302) (504)
Other expenses, income and provisions (1,085) (18,198)
Impact of business combinations and disposals (512) 873
TOTAL (6,634) (19,364)

In the six months to June 30, 2018, other expenses amounted to €18.3 million and reflected probable costs related to the divestment of activities in Iran.

Strategic acquisition costs chiefly reflect the acquisition of the KenolKobil group.

17. TRANSACTIONS WITH RELATED PARTIES

There was no significant variation in the nature of transactions with related parties in the first half of 2019 compared with December 31, 2018 (see note 10.3 to the consolidated financial statements for the year ended December 31, 2018).

STATUTORY AUDITORS' REPORT ON THE HALF-YEAR FINANCIAL INFORMATION

To the Shareholders' Meeting of Rubis,

In compliance with the assignment entrusted to us by the Shareholder's Meeting and in accordance with the requirements of the Article L.451-1-2 III of the French Monetary and Financial Code (Code monétaire et financier), we hereby report to you on:

  • the review of the accompanying condensed half-yearly consolidated financial statements of Rubis, for the period from January 1 to June 30, 2019;
  • the verification of the information presented in the half-yearly management report.

These condensed half-yearly consolidated financial statements are the Board of Directors' responsibility. Our role is to express a conclusion on these financial statements based on our review.

I – Opinion on the financial statements

We conducted our review in accordance with professional standards applicable in France. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the professional standards applicable in France and consequently does not enable us to obtain assurance that the financial statements, taken as a whole, are free from material misstatements, as we would not become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed half-yearly consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 – standard of the IFRSs as adopted by the European Union applicable to interim financial information.

Without qualifying our conclusion, we draw your attention to the matter set out in note 1 "Accounting policies" to the condensed half-yearly consolidated financial statements regarding the impacts related to the first-time application of new standards and interpretations, in particular IFRS 16 "Leases".

II – Specific verification

We have also verified the information presented in the half-yearly management report on the condensed half-yearly consolidated financial statements subject to our review.

We have no matters to report as to its fair presentation and consistency with the condensed halfyearly consolidated financial statements.

Courbevoie and Meudon, September 12, 2019

The Statutory Auditors,

SCP Monnot & Associés Mazars

Laurent Guibourt Ariane Mignon

IV – DECLARATION OF RESPONSIBLE OFFICERS

PERSONS RESPONSIBLE FOR THE HALF-YEAR FINANCIAL REPORT

Gilles Gobin: Top Manager Jacques Riou: Chairman of Agena, co-managing company of Rubis

DECLARATION OF RESPONSIBILITY FOR THE HALF-YEAR FINANCIAL REPORT

We declare that, to the best of our knowledge, the condensed consolidated financial statements for the past half year have been prepared in compliance with applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and results of the Company and all companies included in the consolidated group, and that the half-year Activity Report gives a true and fair view of the important events that occurred during the first 6 months of the fiscal year, their impact on the financial statements, and the principal transactions between related parties, as well as a description of the main risks and contingencies for the remaining six months of the year.

Meudon and Paris, September 11, 2019

Jacques Riou Chairman of Agena, co-managing company of Rubis

Gilles Gobin Top Manager