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Rubis — Interim / Quarterly Report 2023
Sep 8, 2023
1636_ir_2023-09-08_4dbdc188-e01e-4c98-bc6b-6e6147703811.pdf
Interim / Quarterly Report
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HALF-YEAR FINANCIAL REPORT AS OF JUNE 30, 2023
CONTENTS
| GROUP ACTIVITY REPORT FOR THE FIRST HALF OF 2023 | 1 |
|---|---|
| ACTIVITY REPORT | 2 |
| OUTLOOK FOR THE SECOND HALF OF 2023 | 12 |
| DESCRIPTION OF THE MAIN RISKS AND CONTINGENCIES FOR THE REMAINING SIX MONTHS OF THE YEAR |
11 |
| EVENTS AFTER THE REPORTING PERIOD | 11 |
| KEY TRANSACTIONS WITH RELATED PARTIES | 11 |
| CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 JUNE 2023 | 13 |
| STATUTORY AUDITORSǯ REPORT | 45 |
DECLARATION OF RESPONSIBLE OFFICERS 47
GROUP ACTIVITY REPORT FOR THE FIRST HALF OF 2023
| ACTIVITY REPORT | 2 |
|---|---|
| OUTLOOK FOR THE SECOND HALF OF 2023 | 12 |
| DESCRIPTION OF THE MAIN RISKS AND CONTINGENCIES FOR THE REMAINING SIX MONTHS OF THE YEAR |
12 |
| EVENTS AFTER THE REPORTING PERIOD | 12 |
| KEY TRANSACTIONS WITH RELATED PARTIES | 12 |
ACTIVITY REPORT
In a complex and volatile global environment, the Group has managed to make significant progress in its markets and deliver good growth in its activities in terms of volumes. The increase in earnings reflects the good progress in operations and made it possible to absorb particularly high foreign exchange losses ȋ€ͺͲ millionȌ over the half-year and to record adjusted net income, Group share that was up by ͺ% to €ͳͺ million, for published earnings that were stable at €ͳͳ million.
| 2023 | 2022 | 2023 vs 2022 | |
|---|---|---|---|
| (in millions of euros) | |||
| Revenue | 3,324 | 3,290 | +1% |
| Gross operating profit (EBITDA) | 409 | 314 | +30% |
| Current operating income (EBIT), of which | 323 | 244 | +32% |
| Energy distribution | 341 | 259 | +32% |
| Renewable Electricity Production(1) | (1) | 1 | nm |
| Net income, Group share | 171 | 170 | +1% |
| Adjusted net income, Group share (excluding non-recurring items and IFRS 2) |
178 | 164 | +8% |
| Diluted earnings per share (in euros) | 1.66 | 1.65 | |
| Cash flow | 263 | 255 | +3% |
| Capital expenditure, of which | 132 | 97 | +36% |
| Energy distribution | 108 | 85 | |
| Renewable electricity production | 24 | 12 |
CONSOLIDATED RESULTS AS OF 30 JUNE 2023
(1) Consolidation of Photosol as of 1 April 2022.
The Energy Distribution division EBIT grew by 32%, with stable volumes distributed in Retail & Marketing (+1%) and an adjusted unit margin up 2%.
The Renewable Electricity Production division, represented by Photosol, continued its development, with the expansion of its project pipeline in France and a first investment in Italy. The portfolio of secured assets (power plants in operation, under construction or tenders won) was up 8% to 641 MWp at the end of the period, with a contribution to EB)TDA of €ͳͲ million compared to € million in Qʹ ʹͲʹʹ.
Lastly, Rubis Terminal achieved an excellent operating performance with revenues and EBITDA increasing by 16% and 17% respectively, resulting in a contribution from the Rubis Terminal JV of €ͷ.ͷ million, i.e. a tripling of the 2022 level (excluding exceptional items).
The Company published its new Code of Ethics and updated its revised Think Tomorrow 2022- 2025 CSR roadmap: its scopes 1 and 2 CO2 emissions reduction target was lowered by 3% compared to 2019, taking into account changes in scope.
The reported balance sheet shows consolidated net financial debt of €ͳ,ͶͶ million, corresponding to a ratio of net debt (excluding lease liabilities) to EBITDA of 1.9x.
Excluding non-recourse net financial debt (financial debt of Photosol SPVs), and excluding lease liabilities, which amounted to €͵Ͷʹ million, the corporate net debt to EBITDA ratio (excluding
EBITDA of Photosol SPVs) was reduced to x1.5, with EBITDA being calculated on a rolling 12 month basis and restated for rent expenses.
| (in millions of euros) | 30/06/2023 | 31/12/2022 |
|---|---|---|
| Total equity, of which | 2,711 | 2,860 |
| Group share | 2,584 | 2,733 |
| Cash | 614 | 805 |
| Financial debt(1) | 2,060 | 2,091 |
| Net financial debt(1) | 1,446 | 1,286 |
| Corporate net financial debt(2) | 1,104 | 930 |
| Net debt/equity ratio(1) | 53% | 45% |
| Net debt/EBITDA ratio(1) | 2.0 | 2.0 |
| Corporate net debt/EBITDA ratio (2) | 1.6 | 1.4 |
FINANCIAL STRUCTURE
(1) Excluding lease liabilities.
(2) Excluding non-recourse debt at the Photosol SPV level.
ANALYSIS OF CHANGES IN THE NET FINANCIAL POSITION SINCE THE BEGINNING OF THE YEAR
The increase in cash flow of ͵%, to €ʹ͵ million, consistent with the increase in net income of 3%, attests to the good quality of the results. Cash flow generation after the change in WCR was multiplied by 2.5, compared to H1 2022, when the significant increase in supply prices sparked a strong drain on cash through WCR (-€ͳͺ millionȌ. The increase in loans to third parties of €͵Ͳ million corresponds to the swap of receivables on the Kenyan government for three-year Kenyan treasury bills in respect of the payment of the subsidy due on petroleum products.
| (in millions of | |
|---|---|
| euros) | |
| Net financial position (excluding lease liabilities) as of 31 December 2022 | (1,286) |
| Cash flow | 263 |
| Change in working capital requirement (including taxes paid) | (58) |
| Industrial investments | (132) |
| Net disposals (acquisitions) of financial assets | (12) |
| Change in loans, guarantee deposits and advances | (30) |
| Dividends paid to shareholders and non-controlling interests | (208) |
| Increase in equity | 4 |
| Impact of change in scope of consolidation and exchange rates | 18 |
| Other flows | (5) |
| Net financial position (excluding lease liabilities) as of 30 June 2023 | (1,446) |
ENERGY DISTRIBUTION
RETAIL & MARKETING
The Retail & Marketing activity includes all fuel distribution activities (service stations), liquefied gas, bitumen, commercial heating oil, aviation and marine fuels and lubricants in three geographical areas: Europe, the Caribbean and Africa.
Petroleum product prices
Diesel prices fell by 26% compared to the first half of 2022 and show two consecutive semesters of decline since the high reached in June 2022.
The Group thus operated in a rather favourable price environment which, however, depending on the regions, generated negative stock effects. In total, the adjusted unit margin for all products was up by 2%. Over the period, past margin adjustments concern Nigeria (bitumen), where a mechanism was put in place to offset foreign exchange losses (in financial expenses) by an increase in the margin, and Madagascar, where the adjustments offset the repayments made in 2023 by the State corresponding to the shortfalls on sales in 2022 related to the price freeze policy put in place at the end of 2021.
It should be noted that the Groupǯs supplies do not interfere with the Russia/Ukraine region and that there has been no disruption to the global supply chain.
In total, volumes were stable at +1%, and up by 4% excluding Haiti, compared to 2022.
The LPG and retail segments represent 60% of the total in terms of volumes and have demonstrated solid long-term resilience with annual growth of around 2/3%. These same segments generated around two-thirds of the overall margin. Bitumen may experience a cyclical pattern but this is tending to decrease due to geographical diversification, which is already well advanced; aviation, with a lower unit margin, is also exposed to cycles and margins may be temporarily affected by the commercial aggressiveness of traders.
CHANGE BY SALES SEGMENT IN H1 2023
| Gross profit | Volumes Volumes vs 2022 | ||
|---|---|---|---|
| LPG | 35% | 23% | +3% |
| Service stations | 31% | 36% | -1% |
| Bitumen | 13% | 8% | -11% |
| Commercial | 13% | 21% | -8% |
| Aviation | 6% | 11% | +32% |
| Other | 1% | 1% | -4% |
| TOTAL | 100% | 100% | +1% |
CHANGE IN VOLUMES SOLD BY REGION IN Q2 2023
| (in '000 m3) | 2023 | 2022 | 2023 vs 2022 |
|---|---|---|---|
| Europe | 207 | 195 | +6% |
| Caribbean | 553 | 554 | 0% |
| Africa | 676 | 641 | +5% |
| TOTAL | 1,435 | 1,389 | +3% |
CHANGE IN VOLUMES SOLD BY REGION IN H1 2023
| (in '000 m3) | 2023 | 2022 | 2023 vs 2022 |
|---|---|---|---|
| Europe | 451 | 443 | +2% |
| Caribbean | 1,091 | 1,117 | -2% |
| Africa | 1,326 | 1,268 | +5% |
| TOTAL | 2,867 | 2,828 | +1% |
The gross sales margin for all products reached €ͶͶͺ million for the half-year, for 2.9 million cubic metres sold.
RETAIL & MARKETING SALES MARGIN IN H1 2023
| Gross profit (in €mȌ |
Breakdown | 2023 vs 2022 | Gross profit(in €/m3) |
2023 vs 2022 | |
|---|---|---|---|---|---|
| Europe | 111 | 25% | 0% | 245 | -2% |
| Caribbean | 146 | 33% | 14% | 134 | +17% |
| Africa | 191 | 43% | 37% | 144 | +31% |
| TOTAL | 448 | 100% | 18% | 156 | +17% |
H1 2023 RETAIL & MARKETING RESULTS
| (in millions of euros) | 2023 | 2022 | 2023 vs 2022 |
|---|---|---|---|
| Volumes distributed (Ǯ000 m3) | 2,867 | 2,828 | 1% |
| Revenue | 2,774 | 2,833 | -2% |
| EBITDA | 300 | 234 | 28% |
| EBIT | 247 | 184 | 34% |
| Cash flow | 161 | 183 | -12% |
| Investments | 69 | 65 |
The increase in EBITDA and EBIT in 2023 includes the repayment of shortfalls in Madagascar for 2022, the repayment of foreign exchange losses in Kenya in 2022, related to the non-application of the price structure, and the increase in bitumen invoices (Nigeria) offset by foreign exchange losses.
RETAIL & MARKETING EUROPE
Spain – France – Channel Islands – Portugal – Switzerland
| (in millions of euros) | 2023 | 2022 | 2022 vs 2021 |
|---|---|---|---|
| Volumes distributed (Ǯ000 m3) | 451 | 443 | +2% |
| Revenue | 410 | 417 | -2% |
| EBITDA | 58 | 60 | -3% |
| EBIT | 38 | 41 | -8% |
| Investments | 15 | 15 |
H1 2023 RETAIL & MARKETING EUROPE RESULTS
In Europe, volumes remain dominated by LPG, which accounted for 75% of total sales and 90% of the margin. This segment remained stable (+1%), despite a climate index down 4% over the period. The overall margin was stable: the increase in LPG was absorbed by declines in aviation and the commercial segment. The decline in EBIT of 8% was mainly due to Portugal, where the cylinder segment remains quite aggressive, and the Channel Islands.
RETAIL & MARKETING CARIBBEAN
French Antilles and French Guiana – Bermuda – Eastern Caribbean – Guyana – Haiti – Jamaica – Suriname – Western Caribbean
| (in millions of euros) | 2023 | 2022 | 2022 vs 2021 |
|---|---|---|---|
| Volumes distributed (Ǯ000 m3) | 1,091 | 1,117 | -2% |
| Revenue | 1,138 | 1,222 | -7% |
| EBITDA | 93 | 76 | +23% |
| EBIT | 76 | 60 | +27% |
| Investments | 23 | 19 |
H1 2023 RETAIL & MARKETING CARIBBEAN RESULTS
A total of 19 island facilities distribute fuel locally (400 service stations, aviation, commercial, LPG and lubricants).
Excluding Haiti, activity remained dynamic with a 5% increase in volumes, following two consecutive years of double-digit growth. The deterioration in the situation in Haiti (volumes: - 30%) affected volume growth in the zone (-2%).
Operating conditions were optimal with market share gains and a sharp increase in the unit margin (+17%) resulting in a good increase in EBITDA and EBIT: +23% and + 27% respectively. Guyana, Jamaica and all activities in the Caribbean Islands contributed in particular to this strong growth in results.
RETAIL & MARKETING AFRICA
Bitumen: South Africa – Angola – Cameroon – Gabon – Liberia – Nigeria – Senegal – Togo and sub-region
White products/LPG: South Africa – Botswana – Djibouti – Ethiopia – Kenya – Réunion Island – Madagascar – Morocco – Uganda – Rwanda – Zambia – Zimbabwe
| (in millions of euros) | 2023 | 2022 | 2022 vs 2021 |
|---|---|---|---|
| Volumes distributed (Ǯ000 m3) | 1,326 | 1,268 | +5% |
| Revenue | 1,225 | 1,195 | +3% |
| EBITDA | 149 | 99 | +51% |
| EBIT | 133 | 82 | +61% |
| Investments | 31 | 31 |
H1 2023 RETAIL & MARKETING AFRICA RESULTS
Overall, volumes increased by 5%, with:
• a strong advance in retail sales: +6%, with the completion of the restructuring of the retail network in East Africa: rebranding, development of sales other than fuel oil, takeover of service stations;
• a 9% decline in bitumen volumes: sales in South Africa took off but only partially offset the temporary decline in volumes in Nigeria linked to the establishment of a new administration following the elections in February 2023.
The sales margin was down by 2%, adjusted for the sequencing of the payment by the State in ʹͲʹ͵ of the shortfall seen in ʹͲʹʹ in Madagascar ȋ€ͳͳ.͵ millionȌ and the neutralisation of foreign exchange losses in Nigeria ȋ€ʹͶ.ͻ millionȌ.
The half-year was marked by extreme currency tension in Kenya and Nigeria, peaking in the latter country with a 50% devaluation of the naira on 8 June, exacerbating the exchange rate losses recorded during the half-year, which reached €.Ͷ million compared to €ͻ.ͺ million in ʹͲʹʹ.
In Kenya, the measures taken to counter these difficulties consisted in intensifying and accelerating the conversion of shilling balances into dollars to immediately repay overdrafts in USD and thus reduce the subsidiaryǯs exposure. In Nigeria, several exchange rates were applied. On 8 June, the various rates were reunified, with the central bank abandoning its fixed-rate mechanism to allow the currency to float, which depreciated by nearly 60% and has fluctuated since then. This improved match between the actual exchange rate and the official exchange rate should reduce the constraints and uncertainties associated with the old system and facilitate the opening of the country to foreign investors.
SUPPORT & SERVICES
Haiti – Barbados and Dubai (trading) – Madagascar – Martinique (SARA) – Shipping
| (in millions of euros) | 2023 | 2022 | 2023 vs 2022 |
|---|---|---|---|
| Revenue | 526 | 444 | +18% |
| EBITDA | 115 | 89 | +30% |
| Current operating income (EBIT), of which | 94 | 75 | +25% |
| SARA | 19 | 11 | +74% |
| Other | 75 | 64 | +16% |
| Cash flow | 105 | 83 | +27% |
| Investments | 39 | 20 |
H1 2023 SUPPORT &SERVICES RESULTS
The Support & Services activity includes Rubis Énergieǯs supply tools for petroleum products and bitumen:
- the 71% equity interest in the refinery in the French Antilles (SARA);
- trading-supply in the Caribbean (Barbados) and Africa/Middle East, with operational headquarters in Dubai;
- in support-logistics, shipping ȋͳ vesselsȌ and the Dzstorage and pipedz activity in the )ndian Ocean.
EBIT increased by 25%, driven in particular by the good level of the supply activity (593,000 m3, +1%) and progress by SARA.
RENEWABLE ELECTRICITY PRODUCTION
Various actions were launched at the beginning of the financial year to position Photosol on a growth axis accelerated by:
- the implementation of a first financing stage with €ͳͳͷ million granted by a pool of banks to refinance part of the resources already in place ȋ€ͷͷ millionȌ as well as provide additional resources ȋ€Ͳ millionȌ;
- the acceleration of international development with the announcement in July of an RTB (Ready to build) portfolio of 100 MWp in Italy. Similar projects are in the active phase in Spain.
The financial statements of Photosol have been included in the Groupǯs consolidation scope since 1 April 2022, i.e. for a period of three months in H1 2022.
| (in millions of euros) | H1 2023 | Q2 2022(1) |
|---|---|---|
| Installed capacity (MWp) | 394 | 330 |
| Electricity production (GWh) | 235 | 139 |
| Revenue | 25 | 12 |
| EBITDA | 10 | 7 |
| Investments | 24 | 12 |
| SPV financial debt | 360 | 334 |
RESULTS OF THE RENEWABLE ELECTRICITY PRODUCTION DIVISION IN H1 2023
(1) Consolidated since 1 April 2022, i.e. in Q2.
As of 30 June 2023, Photosolǯs portfolio included:
- 641 MWp (vs 502 MWp in H1 2022) of capacity in operation, under construction or awarded;
- a project pipeline exceeding 3 GWp, including 1.4 GWp in advanced development or tenderready and 2.3 GWp in early stage.
CONTRIBUTION OF THE RUBIS TERMINAL JV
A very good half-year, both in terms of operating activity, net finance income (expense) and strong projects.
Storage revenues ȋincluding ͷͲ% of AntwerpȌ reached €ͳ͵Ͳ million, up ͳ%. France ȋ+ͳ%Ȍ performed particularly well, Spain was up by 7% while the ARA (Amsterdam, Rotterdam, Antwerp) zone including the Antwerp JV (50%) was up by 30% thanks to new capacities and the new Shell biofuel contract.
In terms of segments, petroleum products (including biofuels) were up 17%, chemicals recorded an increase of 16% and agri-food products increased by 13%.
The average capacity utilisation rate was 93.6% (90% in France, 98% in Spain and close to 100% in the ARA (Amsterdam, Rotterdam, Antwerp) zone).
Investments during the period amounted to €ʹͶ million, with the maintenance portion under control at €ͳ͵ million and the growth portion at €ͳʹ million.
The joint ventureǯs net debt at the end of the period was €ͻͳ.Ͷ million, resulting in a debt to EBITDA ratio of 5.2x.
The share of net income recorded at Rubis, i.e. ͷͷ%, amounted to €ͷ.ͷ million as of ͵Ͳ June ʹͲʹ͵, compared to €ͳͳ.Ͷ million as of ͵Ͳ June ʹͲʹʹ, which had included the capital gain from the exit of Turkey as well as tax income, i.e. a threefold increase in profit excluding non-recurring income.
| (in millions of euros) | 2023 | 2022 | Change vs 2022 PF |
|---|---|---|---|
| Storage services (incl. 50% Antwerp), of which | 130 | 112 | +16% |
| Petroleum products | 49 | 43 | +15% |
| Biofuels | 17 | 13 | +25% |
| Chemical products | 55 | 47 | +16% |
| Agrifood products | 9 | 8 | +13% |
| Breakdown by country | 130 | 112 | +16% |
| France | 64 | 55 | +16% |
| Spain | 35 | 33 | +7% |
| ARA | 31 | 24 | +31% |
| EBITDA (incl. 50% of the Antwerp JV) | 69 | 59 | +17% |
| Development investments | 12 | 25 | |
| Maintenance investments | 13 | 13 | |
| Cumulative investments | 24 | 37 |
COMMERCIAL AND FINANCIAL RESULTS OF THE RUBIS TERMINAL JV
APPENDIX
RECONCILIATION NET INCOME TO ADJUSTED NET INCOME
| (in million euros) | H1 2023 | H1 2022 | Var % |
|---|---|---|---|
| Net Income Group Share (reported) | 171 | 170 | 1% |
| One-off impact of sale of Terminal Turkey & other Rubis Terminal effects | -14 | ns | |
| Costs linked to Photosol acquisition | 5 | 9 | ns |
| Other | 2 | -1 | ns |
| Adjusted Net Income Group Share | 178 | 164 | 8% |
OUTLOOK FOR THE SECOND HALF OF 2023
The second half of the year is expected to see a continuation of the first half in terms of operating performance, pointing to an EB)TDA in the €ͻͲ-730 million range for the full financial year.
The significant foreign exchange losses recorded in the first half of the year should fade with the measures taken in Kenya to counter foreign exchange risk, as well as in Nigeria, where the reunification of the different exchange rates towards a market rate should reduce exposure to this risk, which was exacerbated in the first half of the year.
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 ͵ DzRisk Factors, internal control and insurancedz of the ʹͲʹʹ Universal Registration Document.
EVENTS AFTER THE REPORTING PERIOD
None.
KEY TRANSACTIONS WITH RELATED PARTIES
There was no significant variation in the nature of transactions with related parties in the first half of 2023 compared with 31 December 2022 (see note 10.3 to the consolidated financial statements for the financial year ended 31 December 2022).
CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 JUNE 2023
| CONSOLIDATED BALANCE SHEET | 14 |
|---|---|
| CONSOLIDATED INCOME STATEMENT | 16 |
| STATEMENT OF OTHER COMPREHENSIVE INCOME | 17 |
| CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERSǯ EQUITY | 18 |
| CONSOLIDATED STATEMENT OF CASH FLOWS | 19 |
| NOTES TO THE 2023 CONSOLIDATED HALF-YEAR FINANCIAL STATEMENTS | 21 |
CONSOLIDATED BALANCE SHEET
ASSETS
| (in thousands of euros) | Notes | 30/06/2023 | 31/12/2022 |
|---|---|---|---|
| Non-current assets | |||
| Intangible assets | 8.2 | 82,091 | 79,777 |
| Goodwill | 8.1 | 1,678,870 | 1,719,170 |
| Property, plant and equipment | 9.1 | 1,676,334 | 1,662,305 |
| Property, plant and equipment – right-of-use assets | 9.2 | 218,390 | 221,748 |
| Interests in joint ventures | 7 | 307,206 | 305,127 |
| Other financial assets | 10.1 | 218,286 | 204,636 |
| Deferred taxes | 25,983 | 18,911 | |
| Other non-current assets | 12,617 | 9,542 | |
| TOTAL NON-CURRENT ASSETS (I) | 4,219,777 | 4,221,216 | |
| Current assets | |||
| Inventory and work in progress | 577,504 | 616,010 | |
| Trade and other receivables | 10.3 | 722,884 | 770,421 |
| Tax receivables | 34,651 | 36,018 | |
| Other current assets | 10.2 | 37,128 | 21,469 |
| Cash and cash equivalents | 614,288 | 804,907 | |
| TOTAL CURRENT ASSETS (II) | 1,986,455 | 2,248,825 | |
| TOTAL ASSETS (I + II) | 6,206,232 | 6,470,041 |
CONSOLIDATED BALANCE SHEET
EQUITY AND LIABILITIES
| (in thousands of euros) | Notes | 30/06/2023 | 31/12/2022 |
|---|---|---|---|
| Shareholders' equity – Group share | |||
| Share capital | 11 | 128,994 | 128,692 |
| Share premium | 11 | 1,553,933 | 1,550,120 |
| Retained earnings | 900,808 | 1,054,652 | |
| Total | 2,583,735 | 2,733,464 | |
| Non-controlling interests | 127,596 | 126,826 | |
| EQUITY (I) | 2,711,331 | 2,860,290 | |
| Non-current liabilities | |||
| Borrowings and financial debt | 13 | 1,295,937 | 1,299,607 |
| Lease liabilities | 13 | 193,735 | 196,914 |
| Deposit | 146,712 | 148,588 | |
| Provisions for pensions and other employee benefit obligations | 40,000 | 40,163 | |
| Other provisions | 14 | 115,082 | 98,008 |
| Deferred taxes | 87,869 | 92,480 | |
| Other non-current liabilities | 99,584 | 94,509 | |
| TOTAL NON-CURRENT LIABILITIES (II) | 1,978,919 | 1,970,269 | |
| Current liabilities | |||
| Borrowings and short-term bank borrowings (portion due in less than one year) |
13 | 764,263 | 791,501 |
| Lease liabilities (portion due in less than one year) | 13 | 29,678 | 27,735 |
| Trade and other payables | 684,600 | 781,742 | |
| Current tax liabilities | 25,995 | 28,771 | |
| Other current liabilities | 11,446 | 9,733 | |
| TOTAL CURRENT LIABILITIES (III) | 1,515,982 | 1,639,482 | |
| TOTAL EQUITY AND LIABILITIES (I + II + III) | 6,206,232 | 6,470,041 |
CONSOLIDATED INCOME STATEMENT
| (in thousands of euros) | Notes | Chg. | 30/06/2023 | 30/06/2022 |
|---|---|---|---|---|
| NET REVENUE | 4 | 1% | 3,324,412 | 3,290,166 |
| Consumed purchases | (2,473,182) | (2,554,483) | ||
| External expenses | (247,080) | (249,218) | ||
| Payroll expenses | (125,593) | (111,042) | ||
| Taxes | (69,327) | (61,527) | ||
| GROSS OPERATING INCOME (EBITDA) | 30% | 409,230 | 313,896 | |
| Other operating income | 805 | 523 | ||
| Net depreciation and provisions | (87,522) | (73,836) | ||
| Other operating income and expenses | 624 | 3,383 | ||
| CURRENT OPERATING INCOME | 4 | 32% | 323,137 | 243,966 |
| Other operating income and expenses | 15 | (5,260) | (7,845) | |
| OPERATING INCOME BEFORE SHARE OF NET INCOME | ||||
| FROM JOINT VENTURES | 35% | 317,877 | 236,121 | |
| Share of net income from joint ventures | 7 | 6,308 | 11,912 | |
| OPERATING INCOME AFTER SHARE OF NET INCOME FROM JOINT VENTURES |
4 | 31% | 324,185 | 248,033 |
| Income from cash and cash equivalents | 8,114 | 4,695 | ||
| Gross interest expense and cost of debt | (38,471) | (15,670) | ||
| COST OF NET FINANCIAL DEBT | 177% | (30,357) | (10,975) | |
| Interest expense on lease liabilities | (5,522) | (4,701) | ||
| Other finance income and expenses | 16 | (78,462) | (17,327) | |
| PROFIT (LOSS) BEFORE TAX | -2% | 209,844 | 215,030 | |
| Income tax | (32,438) | (41,452) | ||
| NET INCOME | 2% | 177,406 | 173,578 | |
| NET INCOME, GROUP SHARE | 1% | 170,624 | 169,766 | |
| NET INCOME, NON-CONTROLLING INTERESTS | 78% | 6,782 | 3,812 | |
| Earnings per share (in euros) | 17 | 1% | 1.66 | 1.65 |
| Diluted earnings per share (in euros) | 17 | 1% | 1.66 | 1.65 |
STATEMENT OF OTHER COMPREHENSIVE INCOME
| (in thousands of euros) | 30/06/2023 | 30/06/2022 |
|---|---|---|
| TOTAL CONSOLIDATED NET PROFIT (LOSS) (I) | 177,406 | 173,578 |
| Foreign exchange differences (excluding joint ventures) | (112,878) | 107,912 |
| Hedging instruments | (6,644) | 24,889 |
| Income tax on hedging instruments | 1,716 | (6,429) |
| Financial assets at fair value through comprehensive income | (10,630) | 3,442 |
| Restatements due to hyperinflation | 7,082 | 1,544 |
| Taxes on restatements due to hyperinflation | (1,015) | (539) |
| Items recyclable in P&L from joint ventures | 1,131 | 346 |
| Items that will subsequently be recycled in P&L (II) | (121,238) | 131,165 |
| Actuarial gains and losses | (675) | 18,357 |
| Income tax on actuarial gains and losses | 14 | (3,111) |
| Change in fair value of buyback option on non-controlling interests | (3,800) | |
| Items not recyclable in P&L from joint ventures | 25 | 336 |
| Items that will not subsequently be recycled in P&L (III) | (4,436) | 15,582 |
| COMPREHENSIVE INCOME FOR THE PERIOD (I + II + III) | 51,732 | 320,325 |
| SHARE ATTRIBUTABLE TO THE OWNERS OF THE GROUP'S PARENT COMPANY | 53,306 | 308,263 |
| SHARE ATTRIBUTABLE TO NON-CONTROLLING INTERESTS | (1,574) | 12,062 |
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
| Consolidat ed |
Shareholder' s equity attributable to the owners of the |
Total consolidate |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Of which treasury |
Share | Share | Treasury | reserves and |
Translation | Group's parent |
Non controlling |
d shareholder |
|
| outstanding | shares | capital | premium | shares | earnings | differences | company | interests | s' equity | |
| (in number of shares) | (in thousands of euros) | |||||||||
| Equity as of 31 December 2021 |
102,541,281 | 73,122 128,177 1,547,236 | (1,949) 1,126,410 | (183,212) | 2,616,662 | 119,703 | 2,736,365 | |||
| Comprehensive income for the period |
202,449 | 105,814 | 308,263 | 12,062 | 320,325 | |||||
| Change in interest Put on non controlling interests |
(205) | (205) | 88,392 (81,800) |
88,187 (81,800) |
||||||
| Share-based payments |
7,566 | 7,566 | 1,075 | 8,641 | ||||||
| Capital increase | 416,233 | 520 | 2,921 | 3,441 | 3,441 | |||||
| Capital decrease Treasury shares |
(3,434) | (7,603) | (4) | 261 | 51 | (4) 312 |
(4) 312 |
|||
| Dividend payment Other changes |
(191,061) | (191,061) | (9,271) 1 |
(200,332) 1 |
||||||
| Equity as of 30 June 2022 |
102,954,080 | 65,519 128,693 1,550,157 | (1,688) 1,145,210 | (77,398) | 2,744,974 | 130,162 | 2,875,136 | |||
| Comprehensive income for the period |
94,795 | (113,206) | (18,411) | (1,779) | (20,190) | |||||
| Change in interest | (3,232) | (3,232) | (2,073) | (5,305) | ||||||
| Share-based payments |
10,570 | 10,570 | 2,096 | 12,666 | ||||||
| Capital increase | (37) | (37) | 372 | 335 | ||||||
| Capital decrease Treasury shares |
(514) | 19,468 | (1) | (302) | (90) | (1) (392) |
(1) (392) |
|||
| Dividend payment Other changes |
(7) | (7) | (1,948) (4) |
(1,948) (11) |
||||||
| Equity as of 31 December 2022 |
102,953,566 | 84,987 128,692 1,550,120 | (1,990) 1,247,246 | (190,604) | 2,733,464 | 126,826 | 2,860,290 | |||
| Comprehensive income for the period |
162,484 | (109,178) | 53,306 | (1,574) | 51,732 | |||||
| Change in interest | (18,600) | (18,600) | 12,216 | (6,384) | ||||||
| Share-based payments |
9,169 | 9,169 | 976 | 10,145 | ||||||
| Capital increase Treasury shares |
241,606 | 9,149 | 302 | 3,813 | (384) | 191 | 4,115 (193) |
4,115 (193) |
||
| Dividend payment Other changes |
(197,524) (2) |
(197,524) (2) |
(10,848) | (208,372) (2) |
||||||
| Equity as of 30 June 2023 |
103,195,172 | 94,136 128,994 1,553,933 | (2,374) 1,202,964 | (299,782) | 2,583,735 | 127,596 | 2,711,331 |
CONSOLIDATED STATEMENT OF CASH FLOWS
| (in thousands of euros) | 30/06/2023 31/12/2022 | 30/06/2022 | |
|---|---|---|---|
| TOTAL CONSOLIDATED NET INCOME | 177,406 | 271,903 | 173,578 |
| Adjustments: | |||
| Elimination of income of joint ventures | (6,308) | (5,732) | (11,912) |
| Elimination of depreciation and provisions | 99,133 | 100,928 | 86,044 |
| Elimination of profit and loss from disposals | (643) | 84 | (1,101) |
| Elimination of dividend earnings | (361) | (190) | (186) |
| Other income and expenditure with no impact on cash and cash equivalents(1) |
(6,127) | 65,270 | 8,641 |
| CASH FLOW AFTER COST OF NET FINANCIAL DEBT AND TAX | 263,100 | 432,263 | 255,064 |
| Elimination of income tax expenses | 32,438 | 63,862 | 41,452 |
| Elimination of the cost of net financial debt and interest expense on lease liabilities |
35,880 | 40,729 | 15,676 |
| CASH FLOW BEFORE COST OF NET FINANCIAL DEBT AND TAX | 331,418 | 536,854 | 312,192 |
| Impact of change in working capital* | (48,002) | (31,353) | (178,512) |
| Income tax paid | (42,200) | (84,543) | (36,442) |
| CASH FLOWS RELATED TO OPERATING ACTIVITIES | 241,216 | 420,958 | 97,238 |
| Impact of changes to consolidation scope (cash acquired - cash disposed) |
308 | 57,031 | 57,031 |
| Acquisition of financial assets: Renewable Electricity Production division |
(341,122) | (341,122) | |
| Acquisition of property, plant and equipment and intangible assets | (131,970) | (258,416) | (96,890) |
| Change in loans and advances granted | (29,660) | (451) | (21,961) |
| Disposal of property, plant and equipment and intangible assets | 5,135 | 5,942 | 3,118 |
| (Acquisition)/disposal of other financial assets | (5,332) | (2,779) | (588) |
| Dividends received | 5,898 | 34,609 | 12,739 |
| Other cash flows from investing activities | 4,063 | 4,063 | |
| CASH FLOWS RELATED TO INVESTING ACTIVITIES | (155,621) | (501,123) | (383,610) |
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
| (in thousands of euros) | Notes | 30/06/2023 | 31/12/2022 | 30/06/2022 |
|---|---|---|---|---|
| Capital increase | 11 | 4,115 | 3,404 | 3,441 |
| Share buyback (Capital decrease) | 11 | (5) | (4) | |
| (Acquisition)/disposal of treasury shares | (384) | (41) | 261 | |
| Borrowings issued | 13.1 | 675,291 | 1,191,102 | 795,521 |
| Borrowings repaid | 13.1 | (650,536) | (847,812) | (358,775) |
| Repayment of lease liabilities | 13.1 | (17,942) | (33,180) | (18,956) |
| Net interest awarded(2) | (34,770) | (38,908) | (15,036) | |
| Dividends payable | (197,524) | (191,061) | (191,061) | |
| Dividends payable to non-controlling interests Acquisition of financial assets: Renewable Electricity |
(10,176) | (11,303) | (8,122) | |
| Production division | (6,333) | (5,306) | (1,238) | |
| Other cash flows from financing operations | (41,975) | (42,347) | ||
| CASH FLOWS RELATED TO FINANCING ACTIVITIES | (238,259) | 24,915 | 163,684 | |
| Impact of exchange rate changes | (37,955) | (14,733) | 22,205 | |
| CHANGE IN CASH AND CASH EQUIVALENTS | (190,619) | (69,983) | (100,483) | |
| Cash flows | ||||
| Opening cash and cash equivalents(3) | 804,907 | 874,890 | 874,890 | |
| Change in cash and cash equivalents | (190,619) | (69,983) | (100,483) | |
| Closing cash and cash equivalents(3) | 614,288 | 804,907 | 774,407 | |
| Financial debt excluding lease liabilities | 13.1 | (2,060,200) | (2,091,108) | (2,210,160) |
| Cash and cash equivalents net of financial debt | 13.1 | (1,445,912) | (1,286,201) | (1,435,753) |
(1) Including change in fair value of financial instruments, IFRS 2 expense, goodwill (impairment), etc.
(2) Net interest awarded includes the impacts related to restatements of leases (IFRS 16).
(3) Cash and cash equivalents net of bank overdrafts.
| * Breakdown of the impact of change in working capital: | |
|---|---|
| Impact of change in inventories and work in progress | 10,527 |
| Impact of change in trade and other receivables | 3,014 |
| Impact of change in trade and other payables | (61,543) |
| Impact of change in working capital | (48,002) |
NOTES TO THE 2023 CONSOLIDATED HALF-YEAR FINANCIAL STATEMENTS
1. ACCOUNTING POLICES
The financial statements for the first half of 2023 were finalised by the Management Board on 6 September 2023, and reviewed by the Supervisory Board on 7 September 2023.
The condensed consolidated financial statements for the first half of 2023 of Rubis SCA and its subsidiaries ȋthe GroupȌ were prepared in accordance with )AS ͵Ͷ Dz)nterim Financial Reporting.dz The condensed half-year financial statements do not include all of the information required under )FRS, and should be read in conjunction with the Groupǯs consolidated annual financial statements published for the year ended 31 December 2022. The accounting policies applied in the preparation of the condensed consolidated half-year financial statements for the period from 1 January to 30 June 2023 are identical to those applied for the consolidated annual financial statements for the year ended 31 December 2022 except for the application of new standards applicable for financial periods open from 1 January 2023.
The main areas of judgement and estimates used in the preparation of the condensed half-year financial statements are identical to those described in note 2 to the 2022 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 2023.
Hyperinflation in Haiti
Haiti was considered to be a hyperinflationary economy from the first half of 2023 on the basis of the criteria set out in )AS ʹͻ DzFinancial reporting in hyperinflationary economiesdz, and, in particular, a cumulative inflation rate in Haiti over the last three years of more than 100%.
Thus, the provisions of IAS 29 became applicable on 1 January 2023, as though Haiti had always been a hyperinflationary economy. In addition, comparative data for the year 2022 have not been restated in accordance with )AS ʹͳ DzEffects of changes in foreign exchange ratesdz.
IAS 29 requires that financial statements based on historical value be restated in order to correct the loss in the general purchasing power of the Haitian gourde. This consists of applying a consumer price index to each historical value presented in the financial statements so that the financial statements are presented in units that are current at the end of the reporting period. The change in the consumer price index as published by the Haitian Institute of Statistics and Information was used by the Group to take into account the impacts of hyperinflation.
The impacts recognised in the Groupǯs consolidated financial statements, mainly related to the goodwill recognised in the context of the acquisition of Dinasaǯs distribution business in ʹͲͳ, as well as property, plant and equipment, are as follows:
- the cumulative revaluation of non-monetary assets and liabilities as of 1 January 2023 resulted in an increase in consolidated equity of €ʹʹ͵ million. Non-current assets revalued at the beginning of the period were impaired for a total of €ʹʹʹ million ȋnet impact recognised in other comprehensive income in 2023);
- the application of IAS 29 for the period from 1 January to 30 June 2023 resulted in an increase in consolidated equity of € million and non-material effects on the income statement for the period.
Standards, interpretations and amendments applicable as of 1 January 2023
The following standards, interpretations and amendments, published in the Official Journal of the European Union as of the reporting date, were applied for the first time in 2023:
| Standard/Interpretation | Date of mandatory application |
|
|---|---|---|
| Amendments to IAS 1 | Information to be provided on significant accounting policies |
1 January 2023 |
| Amendments to IAS 8 | Definition of accounting estimates | 1 January 2023 |
| Amendments to IAS 12 | Deferred tax related to assets and liabilities arising from a single transaction |
1 January 2023 |
The first-time application of these standards, interpretations and amendments did not have a material impact on the Groupǯs financial statements.
Standards, interpretations and amendments for which early application may be chosen
The Group has not opted for the early adoption of the standards, interpretations and amendments whose application is not mandatory as of 30 June 2023 or which have not yet been adopted by the European Union.
2. SCOPE OF CONSOLIDATION AS OF 30 JUNE 2023
The half-year consolidated financial statements for the six months ended 30 June 2023 include the Rubis financial statements and those of its subsidiaries listed in note 19.
3. CHANGES IN THE SCOPE OF CONSOLIDATION
RENEWABLE ELECTRICITY PRODUCTION ACTIVITY
On 14 April 2022, Rubis completed the acquisition of 80% of Photosol (France), one of the independent leaders in photovoltaic energy in France.
Since 1 January 2023, the Renewable Electricity Production division includes a new entity, Photosol Mobexi, specialising in the installation of photovoltaic panels. This acquisition had no significant impact on the consolidated financial statements as of 30 June 2023.
Similarly, Rubis Photosol made its first investment in Italy, via the acquisition of a portfolio of 10 photovoltaic and agrivoltaic projects in the Italian region of Lazio, representing a total of approximately 100 MWp. The acquisition of each of these projects is subject to reaching the RTB ȋDzReady to BuilddzȌ stage. The first two projects to reach the RTB stage were acquired by Rubis Photosol on 28 June 2023. They represent a total capacity of 25 MWp. This activity is not included in the scope of consolidation as of 30 June 2023.
4. SUMMARY SEGMENT INFORMATION
With the Groupǯs diversification strategy and the creation of a dedicated Rubis Renouvelables division, the Group now focuses on three business sectors: Renewable Electricity Production, Energy Distribution and Bulk Liquid Storage (JV).
The Retail & Marketing and Support & Services activities have been grouped into a single division called Energy Distribution, reflecting the level at which the Groupǯs performance is now assessed by its main operational decision-makers (the Managing Partners).
This new approach has led to a distinction being made between the following two segments, which are consistent with the Groupǯs current management method and the information reviewed by the main operational decision-makers:
- the Energy Distribution segment, which includes the retail and distribution of fuels, heating oils, lubricants, liquefied gases and bitumen, as well as logistics, which includes tradingsupply, the refining activity and shipping;
- Renewable Electricity Production, specialising in the production of photovoltaic electricity.
This change was taken into account retrospectively as of 1 January 2022 and all segment information for the comparative period has been restated to reflect this new presentation.
Information by business segment
| Reconciliation | |||||||
|---|---|---|---|---|---|---|---|
| 30/06/2023 (in thousands of euros) |
Energy distribution |
Renewable electricity production |
Rubis Terminal (JV) |
Parent | company Eliminations | Total | |
| Revenue | 3,299,404 | 24,975 | 33 | 3,324,412 | |||
| Intersegment revenue | 16 | 2,181 | (2,197) | ||||
| Revenue | 3,299,420 | 24,975 | 2,214 | (2,197) | 3,324,412 | ||
| Gross operating profit (EBITDA) | 415,602 | 9,826 | (16,198) | 409,230 | |||
| Current operating income | 340,856 | (1,135) | (16,584) | 323,137 | |||
| Share of net income from joint | |||||||
| ventures | 909 | (142) | 5,541 | 6,308 | |||
| Operating income after share of | |||||||
| net income from joint ventures | 343,515 | (8,288) | 5,541 | (16,583) | 324,185 | ||
| Cost of net financial debt | (31,525) | (8,479) | 2,650 | 6,997 | (30,357) | ||
| Income tax expense | (34,955) | 2,615 | (98) | (32,438) | |||
| Net income | 195,899 | (16,950) | 5,541 | (7,084) | 177,406 | ||
| Investments | 108,324 | 23,508 | 138 | 131,970 |
| Reconciliation | ||||||
|---|---|---|---|---|---|---|
| 30/06/2022 (in thousands of euros) |
Energy distribution |
Renewable electricity production |
Rubis Terminal (JV) |
Parent | company Eliminations | Total |
| Revenue | 3,277,928 | 12,185 | 53 | 3,290,166 | ||
| Intersegment revenue | 17 | 5,111 | (5,128) | |||
| Revenue | 3,277,945 | 12,185 | 5,164 | (5,128) | 3,290,166 | |
| Gross operating profit (EBITDA) | 322,649 | 6,524 | (15,277) | 313,896 | ||
| Current operating income | 259,027 | 782 | (15,843) | 243,966 | ||
| Share of net income from joint ventures |
548 | (69) | 11,433 | 11,912 | ||
| Operating income after share of net income from joint ventures |
259,661 | (11,439) | 11,433 | (11,622) | 248,033 | |
| Cost of net financial debt | (9,057) | (2,085) | 134 | 33 | (10,975) | |
| Income tax expense | (44,985) | 2,135 | 1,398 | (41,452) | ||
| Net income | 182,162 | (9,946) | 11,433 | (10,071) | 173,578 | |
| Investments | 84,971 | 11,794 | 125 | 96,890 |
Breakdown by region (after elimination of intersegment transactions)
| Reconciliation | |||||||
|---|---|---|---|---|---|---|---|
| 30/06/2023 (in thousands of euros) |
Europe Caribbean |
Africa | Rubis Terminal (JV) |
Parent company |
Total | ||
| Revenue | 435,230 | 1,655,873 | 1,233,276 | 33 | 3,324,412 | ||
| Gross operating profit (EBITDA) | 67,680 | 200,043 | 157,705 | (16,198) | 409,230 | ||
| Current operating income | 36,585 | 162,698 | 140,438 | (16,584) | 323,137 | ||
| Operating income after share of net income from joint ventures |
31,241 | 163,608 | 140,379 | 5,541 | (16,584) | 324,185 | |
| Investments | 38,910 | 61,470 | 31,452 | 138 | 131,970 |
| Reconciliation | ||||||
|---|---|---|---|---|---|---|
| 30/06/2022 (in thousands of euros) |
Europe | Caribbean | Africa | Rubis Terminal (JV) |
Parent company |
Total |
| Revenue | 429,551 | 1,656,826 | 1,203,736 | 53 | 3,290,166 | |
| Gross operating profit (EBITDA) | 66,033 | 154,522 | 108,618 | (15,277) | 313,896 | |
| Current operating income | 41,835 | 126,589 | 91,386 | (15,844) | 243,966 | |
| Operating income after share of net income from joint ventures |
30,303 | 126,126 | 91,793 | 11,433 | (11,622) | 248,033 |
| Investments | 26,637 | 37,450 | 32,678 | 125 | 96,890 |
As of 30 June 2023, revenue amounted to:
- €ͳ,ͳʹͲ million in France ȋincluding French Overseas territories);
- €ͶͶͺ million in Kenya.
Information on revenue
| Renewable | ||||
|---|---|---|---|---|
| 30/06/2023 (in thousands of euros) |
Energy distribution |
electricity production |
Parent company |
Total |
| Region | ||||
| Europe | 410,255 | 24,975 | 33 | 435,263 |
| Caribbean | 1,655,873 | 1,655,873 | ||
| Africa | 1,233,276 | 1,233,276 | ||
| TOTAL | 3,299,404 | 24,975 | 33 | 3,324,412 |
| Products and services | ||||
| Fuels, liquefied gas and bitumen | 2,773,751 | 2,773,751 | ||
| Refining | 458,863 | 458,863 | ||
| Trading, supply, transport and services | 66,790 | 66,790 | ||
| Photovoltaic electricity | 24,975 | 24,975 | ||
| Other | 33 | 33 | ||
| TOTAL | 3,299,404 | 24,975 | 33 | 3,324,412 |
| 30/06/2022 | Energy | Renewable electricity |
Parent | |
| (in thousands of euros) | distribution | production | company | Total |
| Region | ||||
| Europe | 417,366 | 12,185 | 53 | 429,604 |
| Caribbean | 1,656,826 | 1,656,826 | ||
| Africa | 1,203,736 | 1,203,736 | ||
| TOTAL | 3,277,928 | 12,185 | 53 | 3,290,166 |
| Products and services | ||||
| Fuels, liquefied gas and bitumen | 2,833,474 | 2,833,474 | ||
| Refining | 372,352 | 372,352 | ||
| Trading, supply, transport and services | 72,102 | 72,102 | ||
| Photovoltaic electricity | 12,185 | 12,185 | ||
| Other | 53 | 53 | ||
| TOTAL | 3,277,928 | 12,185 | 53 | 3,290,166 |
5. NON-CONTROLLING INTERESTS
As of 30 June 2023, 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%.
Photosol entities
Since 1 April 2022, the Group fully consolidates the Photosol entities, some of which are less than 100% owned (see scope of consolidation in note 19).
5.1. CONDENSED FINANCIAL INFORMATION – SUBSIDIARY WITH NON-CONTROLLING INTEREST: SARA
The amounts presented below are before the elimination of intercompany transactions and accounts:
| (in thousands of euros) | 30/06/2023 | 31/12/2022 |
|---|---|---|
| Fixed assets | 223,603 | 224,999 |
| Net financial debt (cash and cash equivalents – liabilities) | (132,192) | (126,154) |
| Current liabilities (including loans due in less than one year and short-term bank borrowings) | 200,895 | 259,075 |
| (in thousands of euros) | 30/06/2023 | 30/06/2022 |
| Net revenue | 655,291 | 603,719 |
| Net income | 10,958 | 7,764 |
| Group share | 7,455 | 5,094 |
| Share attributable to non-controlling interests | 3,503 | 2,670 |
| Other comprehensive income | 45 | 5,440 |
| Group share | 32 | 3,862 |
| Share attributable to non-controlling interests | 13 | 1,578 |
| Comprehensive income for the period | 11,003 | 13,204 |
| Group share | 7,487 | 8,956 |
| Share attributable to non-controlling interests | 3,516 | 4,248 |
| Dividends paid to non-controlling interests | 6,825 | 6,825 |
| Cash flows related to operating activities | 39,686 | (37,488) |
| Cash flows related to investing activities | (19,409) | (9,099) |
| Cash flows related to financing activities | (52,835) | 34,800 |
| Change in cash and cash equivalents | (32,558) | (11,787) |
5.2. CONDENSED FINANCIAL INFORMATION – SUBSIDIARY WITH NON-CONTROLLING INTEREST: EASIGAS SA AND ITS SUBSIDIARIES
The amounts presented below are before the elimination of intercompany transactions and accounts:
| (in thousands of euros) | 30/06/2023 | 31/12/2022 |
|---|---|---|
| Fixed assets | 73,779 | 80,706 |
| Net financial debt (cash and cash equivalents – liabilities) | 6,622 | 2,215 |
| Current liabilities (including loans due in less than one year and short-term bank borrowings) | 17,606 | 15,123 |
| (in thousands of euros) | 30/06/2023 | 30/06/2022 |
| Net revenue | 85,763 | 95,951 |
| Net income | 9,259 | 6,457 |
| Group share | 5,002 | 3,391 |
| Share attributable to non-controlling interests | 4,257 | 3,066 |
| Other comprehensive income | ||
| Group share | ||
| Share attributable to non-controlling interests | ||
| Comprehensive income for the period | 9,259 | 6,457 |
| Group share | 5,002 | 3,391 |
| Share attributable to non-controlling interests | 4,257 | 3,066 |
| Dividends paid to non-controlling interests | 2,746 | 1,416 |
| Cash flows related to operating activities | 13,508 | 7,459 |
| Cash flows related to investing activities | (4,360) | (4,434) |
| Cash flows related to financing activities | (5,130) | (3,038) |
| Impact of exchange rate changes | 389 | 2 |
| Change in cash and cash equivalents | 4,407 | (11) |
5.3. CONDENSED FINANCIAL INFORMATION – SUBSIDIARY WITH NON-CONTROLLING INTERESTS: RUBIS PHOTOSOL AND ITS SUBSIDIARIES
The amounts presented below are the amounts before elimination of reciprocal accounts and transactions with other Group companies:
| (in thousands of euros) | 30/06/2023 | 31/12/2022 |
|---|---|---|
| Fixed assets | 422,085 | 406,275 |
| Net financial debt (cash and cash equivalents – liabilities) | (483,432) | (417,213) |
| Current liabilities (including loans due in less than one year and short-term bank borrowings) | 90,450 | 106,545 |
| (in thousands of euros) | 30/06/2023 | 30/06/2022 (3 months) |
| Net revenue | 24,975 | 12,185 |
| Net income | (15,919) | (9,946) |
| Group share | (12,455) | (8,183) |
| Share attributable to non-controlling interests | (3,464) | (1,763) |
| Other comprehensive income | (3,377) | 17,873 |
| Group share | (2,506) | 12,236 |
| Share attributable to non-controlling interests | (871) | 5,637 |
| Comprehensive income for the period | (19,296) | 7,927 |
| Group share | (14,961) | 4,053 |
| Share attributable to non-controlling interests | (4,335) | 3,874 |
| Dividends paid to non-controlling interests | 1 | |
| Cash flows related to operating activities | (22,286) | (2,712) |
| Cash flows related to investing activities | (28,562) | (12,231) |
| Cash flows related to financing activities | 38,507 | (1,431) |
| Change in cash and cash equivalents | (12,341) | (16,374) |
6. INTERESTS IN JOINT OPERATIONS
Group interests in joint operations were not material as of 30 June 2023.
7. INTERESTS IN JOINT VENTURES
The Group classifies three partnerships (the Rubis Terminal JV, CLC and Aedes & Photosol Développement) as joint ventures within the meaning of IFRS 11. Only data relating to the Rubis Terminal JV are considered material and detailed below.
The amounts presented below are prepared as if Rubis Terminal were fully consolidated.
Summary financial information – Rubis Terminal JV
| Statement of financial position of the joint venture | ||
|---|---|---|
| (in thousands of euros) | 30/06/2023 | 31/12/2022 |
| Current assets | 178,762 | 198,145 |
| Non-current assets | 1,463,635 | 1,445,205 |
| TOTAL ASSETS | 1,642,397 | 1,643,350 |
| Current liabilities | 127,905 | 136,114 |
| Non-current liabilities | 960,319 | 955,377 |
| Non-controlling interests | 27,037 | 29,392 |
| TOTAL LIABILITIES | 1,115,261 | 1,120,883 |
The assets and liabilities of the joint venture specifically include the following:
| (in thousands of euros) | 30/06/2023 | 31/12/2022 |
|---|---|---|
| Cash and cash equivalents | 74,751 | 66,978 |
| Current financial liabilities (excl. trade payables and provisions) | 27,696 | 30,232 |
| Non-current financial liabilities (excl. provisions) | 870,684 | 867,956 |
The items in the income statement are as follows:
| (in thousands of euros) | 30/06/2023 | 30/06/2022 |
|---|---|---|
| Net revenue | 208,988 | 215,044 |
| Net income, Group share (before IFRS 2 charge) | 9,953 | 17,825 |
| Net income, Group share (consolidated share) | 5,542 | 11,320 |
| Other comprehensive income (consolidated share) | 1,156 | 682 |
| COMPREHENSIVE INCOME FOR THE PERIOD (consolidated share) | 6,698 | 12,002 |
Net income for the period given above includes the following items:
| (in thousands of euros) | 30/06/2023 | 30/06/2022 |
|---|---|---|
| Depreciation expense | (34,820) | (33,207) |
| Interest income and expense | (18,317) | (20,180) |
| Income tax | (3,505) | (1,601) |
The Group received dividends of €Ͷ.Ͷ million for the period.
On 14 January 2022, the Rubis Terminal JV completed the sale of 100% of the shares of the company holding the Turkish assets (Rubis Terminal Petrol) to Transpet Petrolcülük ve Enerji A.Ş. ȋTranspetȌ.
As of ͵Ͳ June ʹͲʹʹ, the net profit ȋlossȌ at ͳͲͲ% included a capital gain on disposal of €ͳ͵. million net of tax.
8. GOODWILL AND INTANGIBLE ASSETS
8.1. GOODWILL
Goodwill is subject to an impairment test at least once per year, or more frequently if there are indications of a loss of value, in accordance with the provisions of )AS ͵ Dz)mpairment of Assets.dz
Impairment testing consists of comparing the recoverable value and the net carrying amount of the cash-generating unit (CGU) or group of CGUs, including goodwill. The recoverable value is the greater of the fair value less costs of disposal and value in use. When the recoverable value is lower than the net carrying amount of the asset (or group of assets), an impairment, corresponding to the difference, is recorded in the income statement.
During the first half of 2023, in a political, economic and security environment in Haiti that affects all business sectors, the economic performance of activities in Haiti failed to match initial expectations. Management considered this situation to be an indication of impairment.
An impairment test was therefore performed as of 30 June 2023. The recoverable value of the CGU was determined using the value in use calculation. The calculation of the value in use was based on cash flow projections according to a revised strategic business plan approved by General Management in June 2023 covering a period of six years. The main assumptions made concern volumes and unit margins. Cash flows beyond the six-year period were extrapolated using a growth rate of 2.0%.
The discount rate used as of 30 June 2023 (14.9%) was based on the concept of weighted average cost of capital (WACC) and reflects current market assessments of the time value of money and the risks specific to the CGU.
Based on this test, no impairment loss was recognised as of 30 June 2023.
A 1% increase in the discount rate or a 1% decrease in the growth rate would not generate any goodwill impairment as of 30 June 2023.
Similarly, a 5% reduction in discounted future cash flows would not call into question the findings of the tests as of 30 June 2023.
Lastly, the one-year delay in the assumptions made by the Group in the business plan does not call into question the conclusions of the test as of 30 June 2023. The value in use of the CGU tested would remain higher than its net carrying amount. During the first half of 2023, the Group did not identify any other indication of impairment.
| Translation | |||||
|---|---|---|---|---|---|
| (in thousands of euros) | 31/12/2022 Change in scope | Hyperinflation | differences 30/06/2023 | ||
| GOODWILL | 1,719,170 | 3,804 | 3,210 | (47,313) | 1,678,870 |
In accordance with IFRS 3, any material difference resulting from the final measurement of the assets acquired and liabilities assumed of the companies acquired was recognised as a retrospective adjustment to goodwill if it was recognised within 12 months following the acquisition date and related to events existing at the acquisition date. No material difference resulting from the acquisition of Photosol was recorded as of 30 June 2023.
| Gross value (in thousands of euros) |
31/12/2022 | Change in scope |
Acquisitions | Disposals | Reclassificatio ns |
Translation | differences 30/06/2023 |
|---|---|---|---|---|---|---|---|
| Other concessions, patents, similar rights |
|||||||
| and development costs | 35,127 | 3,319 | (42) | (773) | 37,631 | ||
| Leases | 2,229 | 1,083 | (3) | 3,309 | |||
| Other intangible assets TOTAL |
77,184 114,540 |
200 200 |
985 5,387 |
27 (15) |
(582) (1,358) |
77,814 118,754 |
|
| Depreciation (in thousands of euros) |
31/12/2022 | Change in scope |
Increases | Disposals | Reclassificatio ns |
Translation | differences 30/06/2023 |
| Other concessions, patents and similar |
|||||||
| rights | (13,867) | (521) | 802 | (13,586) | |||
| Other intangible assets | (20,896) | (60) | (2,355) | 234 | (23,077) | ||
| TOTAL | (34,763) | (60) | (2,876) | 1,036 | (36,663) |
8.2. INTANGIBLE ASSETS
9. PROPERTY, PLANT AND EQUIPMENT AND RIGHT-OF-USE ASSETS
9.1. PROPERTY, PLANT AND EQUIPMENT
| Gross value | Translatio | |||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands of euros) |
31/12/2022 | Change in scope |
Acquisitions | Disposals | Reclassific ations |
Hyperinfla tion |
n | differences 30/06/2023 |
| Other property, plant and equipment |
335,436 | 229 | 6,856 | (1,681) | 4,881 | 12,120 | (19,386) | 338,455 |
| Prepayments and down payments on property, plant and |
||||||||
| equipment | 3,521 | 11,748 | (79) | (6,432) | (548) | 8,210 | ||
| Assets in progress | 216,859 | 93,844 | (1,892) | (95,705) | 551 | (5,277) | 208,380 | |
| Machinery, | ||||||||
| equipment and tools | 1,909,023 | 80 | 10,047 | (8,284) | 58,274 | 29,899 | (21,003) | 1,978,036 |
| Land and buildings | 980,095 | 915 | 3,033 | (1,022) | 30,808 | 69,700 | (8,378) | 1,075,151 |
| TOTAL | 3,444,934 | 1,224 | 125,528 | (12,958) | (8,174) | 112,270 | (54,592) | 3,608,232 |
| Depreciation | Translatio | |||||||
| (in thousands of | Change in | Reclassific | Hyperinfla | n | ||||
| euros) | 31/12/2022 | scope | Increases | Disposals | ations | tion | differences 30/06/2023 | |
| Other property, plant and equipment |
(175,477) | (203) | (8,151) | 1,407 | 80 | (12,120) | 7,968 | (186,496) |
| Facilities and | ||||||||
| equipment | (1,225,782) | (40) | (42,572) | 6,820 | 2 | (26,605) | 8,872 | (1,279,305) |
| Land and buildings | (381,370) | (256) | (17,705) | 445 | 3 | (67,530) | 316 | (466,097) |
| TOTAL | (1,782,629) | (499) | (68,428) | 8,672 | 85 (106,255) | 17,156 (1,931,898) | ||
| NET VALUE | 1,662,305 | 725 | 57,100 | (4,286) | (8,089) | 6,015 | (37,436) | 1,676,334 |
9.2. RIGHT-OF-USE ASSETS (IFRS 16)
| Gross value | Change | Hyperinfla | Translation | ||||
|---|---|---|---|---|---|---|---|
| (in thousands of euros) | 31/12/2022 | in scope | Acquisitions | Disposals | tion | differences 30/06/2023 | |
| Other property, plant and | |||||||
| equipment | 1,168 | 213 | (33) | (3) | 1,345 | ||
| Transport equipment | 38,957 | 199 | 9,055 | (1,756) | (709) | 45,746 | |
| Machinery, equipment and | |||||||
| tools | 22,802 | 1,204 | (67) | 6,105 | 401 | 30,445 | |
| Land and buildings | 243,872 | 11,413 | (2,282) | 10,420 | (8,146) | 255,277 | |
| TOTAL | 306,799 | 412 | 21,672 | (4,138) | 16,525 | (8,457) | 332,813 |
| Depreciation | Change in | Hyperinfla | Translation | ||||
| (in thousands of euros) | 31/12/2022 | scope | Increases | Disposals | tion | differences 30/06/2023 | |
| Other property, plant and | |||||||
| equipment | (445) | (149) | 33 | 3 | (558) | ||
| Transport equipment | (18,807) | (6,944) | 1,746 | 347 | (23,658) | ||
| Machinery, equipment and | |||||||
| tools | (9,449) | (1,220) | 66 | (5,999) | (287) | (16,889) | |
| Land and buildings | (56,350) | (9,282) | 940 | (10,309) | 1,683 | (73,318) | |
| TOTAL | (85,051) | 0 | (17,595) | 2,785 | (16,308) | 1,746 | (114,423) |
| NET VALUE | 221,748 | 412 | 4,077 | (1,353) | 217 | (6,711) | 218,390 |
10. FINANCIAL ASSETS
10.1. OTHER FINANCIAL ASSETS
DzOther financial assetsdz as of ͵Ͳ June ʹͲʹ͵ include:
| Gross value | ||
|---|---|---|
| (in thousands of euros) | 30/06/2023 | 31/12/2022 |
| Equity interests | 96,922 | 92,565 |
| Other receivables from investments | 16,969 | 17,711 |
| Loans, deposits and guarantees | 77,475 | 49,455 |
| Fair value of financial instruments | 67,882 | 75,770 |
| TOTAL OTHER FINANCIAL ASSETS | 259,248 | 235,501 |
| Impairment | (40,962) | (30,865) |
| NET VALUE | 218,286 | 204,636 |
Equity interests in non-controlled entities correspond mainly to:
- the 17.7% equity interest in Hydrogène de France (HDF Energy) subscribed in 2021 for a total amount of €ͺ. million;
- non-controlling interests held by Rubis Energia Portugal in several entities in Portugal;
- non-controlling interests held by the SARA refinery in diversification projects;
- shares of the EIG held by Rubis Antilles Guyane.
Other receivables from investments mainly include advances made to EIGs or joint ventures.
Loans, deposits and guarantees correspond to the €͵Ͳ million loan in USD, repayable in ʹͲʹͷ, granted by the subsidiary RWIL Suriname to the State of Suriname. The other items recorded in this account mainly correspond to advances made to certain distributors working for the Group, security deposits provided for in certain long-term leases and other security deposits. The change recorded during the period mainly corresponds to the conversion into treasury bills of receivables held by distribution entities established in Kenya vis-à-vis the Kenyan State.
)mpairments include €͵.͵ million for the impact of the fair value measurement of the interest in HDF Energy due to the decline in its share price compared to the initial subscription price. The contra-entry is recognised in other comprehensive income.
10.2. OTHER CURRENT ASSETS
Other current assets mainly include prepaid expenses as well as the portion due in less than one year of receivables from investments, loans and deposits and guarantees paid, advances and deposits paid to acquire new businesses, marketable securities that cannot be considered as cash or cash equivalents, and hedging instruments at fair value.
| (in thousands of euros) | 30/06/2023 | 31/12/2022 |
|---|---|---|
| Loans, deposits and guarantees | 1,207 | 1,137 |
| Fair value of financial instruments | 3,447 | 446 |
| GROSS CURRENT FINANCIAL ASSETS | 4,654 | 1,583 |
| Impairment | ||
| NET CURRENT FINANCIAL ASSETS | 4,654 | 1,583 |
| Prepaid expenses | 32,474 | 19,886 |
| CURRENT ASSETS | 32,474 | 19,886 |
| TOTAL OTHER CURRENT ASSETS | 37,128 | 21,469 |
10.3. TRADE AND OTHER RECEIVABLES (CURRENT OPERATING ASSETS)
Trade and other receivables include the short-term portion of trade receivables and related accounts, employee receivables, government receivables, and other operating receivables.
| Gross value | |||||
|---|---|---|---|---|---|
| (in thousands of euros) | 30/06/2023 | 31/12/2022 | |||
| Trade and other receivables | 573,733 | 662,002 | |||
| Employee receivables | 2,473 | 2,176 | |||
| Government receivables | 54,981 | 83,299 | |||
| Other operating receivables | 123,673 | 54,357 | |||
| TOTAL | 754,860 | 801,834 | |||
| Impairment | Change in | ||||
| (in thousands of euros) | 31/12/2022 | scope | Additions | Reversals | 30/06/2023 |
| Trade and other receivables | 26,779 | 745 | 2,753 | (3,647) | 26,630 |
| Other operating receivables | 4,634 | 712 | 5,346 | ||
| TOTAL | 31,413 | 745 | 3,465 | (3,647) | 31,976 |
In the first half of 2023, losses on receivables remained stable and were not material.
10.4. CREDIT RISK
The Groupǯs maximum credit risk exposure from trade receivables at the reporting date is as follows for each region:
| In net value | ||
|---|---|---|
| (in thousands of euros) | 30/06/2023 | 31/12/2022 |
| Europe | 101,945 | 102,395 |
| Caribbean | 137,473 | 216,000 |
| Africa | 307,685 | 316,828 |
| TOTAL | 547,103 | 635,223 |
11. EQUITY
As of 30 June 2023, the share capital consisted of 103,195,172 fully paid-up shares, with a par value of €ͳ.ʹͷ each, i.e. a total amount of €ͳʹͺ,ͻͻͶ thousand.
The various transactions impacting the share capital in the period are set out in the table below:
| Share | |||
|---|---|---|---|
| Share capital | premium | ||
| Number of | (in thousands of | (in thousands of | |
| shares | euros) | euros) | |
| As of 1 January 2023 | 102,953,566 | 128,692 | 1,550,120 |
| Company savings plan | 241,606 | 302 | 3,815 |
| Capital increase expenses | (2) | ||
| As of 30 June 2023 | 103,195,172 | 128,994 | 1,553,933 |
As of 30 June 2023, Rubis held 94,136 treasury shares.
Equity line agreement with Crédit Agricole CIB of November 2021
In November 2021, the Group signed an equity line agreement with Crédit Agricole CIB for a period of 37 months and up to the authorised limit of Ͷ,ͶͲͲ,ͲͲͲ shares with a par value of €ͳ.ʹͷ. The share subscription price will show a discount of 5% compared to the volume-weighted average of the share prices of the two trading days preceding its setting. Crédit Agricole CIB acts as a financial intermediary and does not intend to remain in the Companyǯs share capital. As of ͵Ͳ June 2023, the Group had not yet made use of this equity line.
Reconciliation of the capital increase with the statement of cash flows
| Share capital increase (decrease) | 302 |
|---|---|
| Share premium increase (decrease) | 3,813 |
| Capital increase (decrease) on the balance sheet | 4,115 |
| Share buyback (capital decrease) | |
| Capital increase (decrease) in the statement of cash flows | 4,115 |
Reconciliation of the dividend distributed between the statement of changes in shareholders' equity and the statement of cash flows
| Dividend payment according to the statement of changes in shareholders' equity | 197,524 |
|---|---|
| Payment of the dividend in shares | |
| Dividends paid in the statement of cash flows | 197,524 |
12. STOCK OPTIONS AND BONUS SHARES
The terms of the stock option and bonus share plans outstanding as of 30 June 2023 are set out in the tables below:
| STOCK OPTIONS Date of Management Board |
Outstanding as of 31/12/2022 |
Rights Rights Rights issued exercised cancelled |
Outstanding as of 30/06/2023 |
||
|---|---|---|---|---|---|
| 17 December 2019 | 150,276 | (150,276) | |||
| 6 November 2020 | 87,502 | 87,502 | |||
| 1 April 2021 | 5,616 | 5,616 | |||
| TOTAL | 243,394 | (150,276) | 93,118 | ||
| STOCK OPTIONS Date of Management Board |
Number of outstanding options |
Exercise expiry date |
Exercise price (in euros) |
Options exercisable |
|
| 17 December 2019 | Mar.-33 | 52.04 | |||
| 6 November 2020 | 87,502 | Mar.-34 | 29.71 | ||
| 1 April 2021 | 5,616 | Mar.-34 | 40.47 | ||
| TOTAL | 93,118 |
| BONUS PERFORMANCE SHARES Date of Management Board |
Outstanding as of 31/12/2022 |
Rights issued | Rights exercised |
Rights cancelled |
Outstanding as of 30/06/2023 |
|---|---|---|---|---|---|
| 17 December 2019 | 385,759 | (385,759) | |||
| 6 November 2020 | 787,697 | 787,697 | |||
| 1 April 2021 | 43,516 | 43,516 | |||
| 13 December 2021 | 160,072 | 160,072 | |||
| 20 July 2022 | 514 770 | 514 770 | |||
| TOTAL | 1,891,814 | (385,759) | 1,506,055 |
| BONUS PREFERRED SHARES | ||||
|---|---|---|---|---|
| Date of | Outstanding as of | Rights | Rights Outstanding as |
|
| Management Board | 31/12/2022 | Rights issued | exercised | cancelled of 30/06/2023 |
| 7 January 2019 | 62 | (62) | ||
| TOTAL | 62 | (62) |
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.
13. FINANCIAL LIABILITIES
13.1. FINANCIAL DEBT
| (in thousands of euros) | 30/06/2023 | 31/12/2022 |
|---|---|---|
| Current and non-current borrowings and financial debt | 2,060,200 | 2,091,108 |
| Cash and cash equivalents | 614,288 | 804,907 |
| NET FINANCIAL DEBT (EXCLUDING LEASE LIABILITIES) | 1,445,912 | 1,286,201 |
| Lease liabilities (current and non-current) | 223,413 | 224,649 |
| NET FINANCIAL DEBT | 1,669,325 | 1,510,850 |
Financial debt is presented in the following table, which differentiates between non-current and current liabilities:
| Current | ||
|---|---|---|
| (in thousands of euros) | 30/06/2023 | 31/12/2022 |
| Bank loans | 351,592 | 267,487 |
| Interest accrued not yet due on loans and bank overdrafts | 5,671 | 4,193 |
| Bank overdrafts | 354,025 | 468,144 |
| Other loans and similar liabilities | 52,975 | 51,677 |
| TOTAL BORROWINGS AND SHORT-TERM BANK BORROWINGS (PORTION DUE IN LESS | ||
| THAN ONE YEAR) | 764,263 | 791,501 |
| Non-current | ||
| (in thousands of euros) | 30/06/2023 | 31/12/2022 |
| Bank loans | 1,253,406 | 1,254,240 |
| Customer deposits on tanks | 15,990 | 16,231 |
| Customer deposits on cylinders | 130,722 | 132,357 |
| Other loans and similar liabilities | 42,531 | 45,367 |
| TOTAL BORROWINGS AND FINANCIAL DEBT | 1,442,649 | 1,448,195 |
| TOTAL | 2,206,912 | 2,239,696 |
| Non-current borrowings and financial debt | More than 5 | |
| (in thousands of euros) | 1 to 5 years | years |
| Bank loans | 993,890 | 259,516 |
| Other loans and similar liabilities | 23,391 | 19,140 |
| TOTAL | 1,017,281 | 278,656 |
The change in borrowings and other financial liabilities during the first half-year 2023 breaks down as follows:
| Change in | Translation | |||||
|---|---|---|---|---|---|---|
| (in thousands of euros) | 31/12/2022 | scope | Issue | Repayment | differences | 30/06/2023 |
| Current and non-current borrowings and financial debt |
2,091,108 | 679,949 | (655,671) | (55,186) | 2,060,200 | |
| Lease liabilities (current and | ||||||
| non-current) | 224,649 | 409 | 22,345 | (18,591) | (5,399) | 223,413 |
| TOTAL | 2,315,757 | 409 | 702,294 | (674,262) | (60,585) | 2,283,613 |
The issues carried out during the period are mainly used for the refinancing of credit facilities that have been used and new financing obtained on Photosol.
| (in thousands of euros) | Fixed rate | Variable rate |
|---|---|---|
| Bank loans | 155,917 | 1,097,489 |
| Bank loans (portion due in less than one year) | 63,546 | 288,046 |
| TOTAL | 219,463 | 1,385,535 |
Interest rate risk
| Characteristics of loans contracted (in thousands of euros) |
Rate | Total amount | Less than 1 year |
Between 1 and 5 years |
More than 5 years |
Existence or not of hedging |
|---|---|---|---|---|---|---|
| Euros | Fixed rate | 198,798 | 60,744 | 130,911 | 7,143 | |
| Variable | ||||||
| rate | 1,384,854 | 287,938 | 844,543 | 252,373 | YES | |
| Indian rupee | Fixed rate | |||||
| Variable | ||||||
| rate | 681 | 108 | 573 | |||
| US dollar | Fixed rate | 2,195 | 225 | 1,970 | ||
| Variable | ||||||
| rate | ||||||
| Barbados dollar | Fixed rate | 18,470 | 2,577 | 15,893 | ||
| Variable | ||||||
| rate | ||||||
| TOTAL | 1,604,998 | 351,592 | 993,890 | 259,516 |
Interest rate risk for the Group is limited to the loans obtained.
As of 30 June 2023, there is no situation of non-compliance with these ratios that could result in the early repayment of the loans.
Liquidity risk
As of 30 June 2023, the Group had used confirmed credit facilities totalling €ͻͳ million. The amount of credit facilities confirmed but not used as of ͵Ͳ June ʹͲʹ͵ amounted to €ʹͻ million.
At the same time, the Group has €ͳͶ million in immediately available cash on the assets side of its balance sheet.
13.2. LEASE LIABILITIES
| More than 5 | ||||
|---|---|---|---|---|
| (in thousands of euros) | Less than 1 year | 1 to 5 years | years | 30/06/2023 |
| SCHEDULE OF LEASE LIABILITIES | 29,678 | 67,961 | 125,774 | 223,413 |
Other information relating to leases (IFRS 16)
As of 30 June ʹͲʹ͵, the amount of rent paid ȋrestated leases and exempted leasesȌ totalled €Ͷ.͵ million and income from sub-letting amounted to €͵.ͳ million.
Rents not restated as of 30 June 2023 break down as follows:
- leases exempted:
- o term of less than 12 months, totalling €ͳͺ.͵ million,
- o assets with a low unit value, totalling €Ͳ.͵ million;
- variable portion of rents of €ͺ. million.
13.3. COMMITMENTS AND CONTINGENT LIABILITIES (EXCLUDING PROVISIONS)
Rubis SCA and its subsidiaries are subject to tax audits and adjustments are sometimes proposed. The Group considers that it has solid means of defence, that it implements all legal procedures at its disposal to prevent any unfavourable outcomes and that it has set aside all the provisions necessary to cover disbursements deemed probable. The financial consequences of these tax assessments are recognised as liabilities for the amounts notified and accepted or considered uncertain and presenting a probable outflow of resources that can be reliably determined.
The Group periodically reviews its estimate of these risks in the light of changes in audits and litigation, and believes that none of the audits currently underway will have a material impact on its financial position or cash.
In December 2021, the Competition Authority was automatically tasked with a fact-finding mission on the practices observed in the fuel supply, storage and distribution sector in Corsica. The fact-finding procedure was still ongoing as of 30 June 2023.
14. PROVISIONS
| Non-current | ||
|---|---|---|
| (in thousands of euros) | 30/06/2023 | 31/12/2022 |
| Provisions for contingencies and expenses | 71,114 | 62,408 |
| Provisions for dismantling and clean-up | 43,968 | 35,600 |
| TOTAL | 115,082 | 98,008 |
Provisions for contingencies and expenses include:
- the Groupǯs obligations in terms of energy-saving certificates. These provisions are recognised throughout the three-year period currently in progress (2022-2025);
- 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.
Dismantling and clean-up provisions comply 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.
| Change in | Translation | ||||||
|---|---|---|---|---|---|---|---|
| (in thousands of euros) | 31/12/2022 | scope Additions Reversals(1) Hyperinflation | differences 30/06/2023 | ||||
| Provisions for contingencies and expenses |
62,408 | 2 | 28,038 | (17,657) | (1,677) | 71,114 | |
| Provisions for dismantling and | |||||||
| clean-up | 35,600 | 764 | (261) | 7,638 | 227 | 43,968 | |
| TOTAL | 98,008 | 2 | 28,802 | (17,918) | 7,638 | (1,450) | 115,082 |
ȋ1Ȍ )ncluding €184 million in reversals not applicable.
Changes in provisions for contingencies and expenses during the half-year correspond in particular to:
- the Groupǯs new obligations in terms of collecting energy-saving certificates;
- the Groupǯs clean-up and remediation obligations;
15. OTHER OPERATING INCOME AND EXPENSES
DzOther operating income and expensesdz as of ͵Ͳ June ʹͲʹ͵ are set out below:
| (in thousands of euros) | 30/06/2023 | 30/06/2022 |
|---|---|---|
| Income from disposal of property, plant and equipment and intangible assets | 701 | 552 |
| Costs related to strategic acquisitions | (6,441) | (11,996) |
| Other expenses, income and provisions | 480 | (464) |
| Impact of business disposals | 4,063 | |
| TOTAL | (5,260) | (7,845) |
Costs related to strategic acquisitions correspond in particular to the costs incurred in connection with the acquisition of the Photosol Group.
During January 2022, the Rubis Terminal JV sold its entire stake in its Turkish assets (Rubis Terminal Petrol). Following this transaction, and in accordance with the agreements signed, the Group received an earn-out payment of €Ͷ million from the investment fund I Squared Capital, recognised under impact of business disposals for the period ended on 30 June 2022.
16. OTHER FINANCE INCOME AND EXPENSES
| (in thousands of euros) | 30/06/2023 | 30/06/2022 |
|---|---|---|
| Foreign exchange income | (80,334) | (18,651) |
| Other finance expense | (4,331) | (2,351) |
| Other finance income | 6,203 | 3,675 |
| TOTAL | (78,462) | (17,327) |
17. EARNINGS PER SHARE
The table below presents the income and shares used to calculate basic earnings and diluted earnings per share.
| Earnings per share | ||
|---|---|---|
| (in thousands of euros) | 30/06/2023 | 30/06/2022 |
| Consolidated net income, Group share | 170,624 | 169,766 |
| Impact of stock options on income | 44 | 60 |
| Consolidated net income after recognition of the impact of stock options on income | 170,668 | 169,826 |
| Number of shares at the beginning of the period | 102,953,566 | 102,538,186 |
| Company savings plan | 25,154 | 19,743 |
| Preferred shares | 114,321 | |
| Weighted average number of shares outstanding | 102,978,720 | 102,672,250 |
| Bonus shares (performance and preferred) | 34,909 | |
| Diluted weighted average number of shares | 102,978,720 | 102,707,159 |
| Undiluted earnings per share (in euros) | 1.66 | 1.65 |
| Diluted earnings per share (in euros) | 1.66 | 1.65 |
18. TRANSACTIONS WITH RELATED PARTIES
There was no significant variation in the nature of transactions with related parties in the first half of 2023 compared with 31 December 2022.
19. LIST OF CONSOLIDATED COMPANIES AS OF 30 JUNE 2023
The consolidated financial statements for the six months ended 30 June 2023 include the Rubis financial statements and those of its subsidiaries listed in the table below.
| 31 | 31 | |||||
|---|---|---|---|---|---|---|
| December | December | |||||
| Registered | 30 June 23 | 22 | 30 June 23 | 22 | Consolidation | |
| Name | office/Country | % control | % control | % interest | % interest | method* |
| Rubis SCA | 46, rue Boissière 75116 Paris – France SIREN: 784 393 530 |
Parent | Parent | Parent | Parent | |
| Rubis Patrimoine | France | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Coparef | France | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis Renouvelables | France | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis HyDev | France | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| RT Invest | France | 55.00% | 55.00% | 55.00% | 55.00% | JV (EM) |
| Rubis Terminal Infra | France | 55.00% | 55.00% | 55.00% | 55.00% | JV (EM) |
| Rubis Énergie | France | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Vitogaz France | France | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Sicogaz | France | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Sigalnor | France | 65.00% | 65.00% | 65.00% | 65.00% | FC |
| Starogaz | France | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Norgal | France | 20.94% | 20.94% | 20.94% | 20.94% | JO |
| Frangaz | France | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Vito Corse | France | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| 31 | 31 | |||||
|---|---|---|---|---|---|---|
| December | December | |||||
| Name | Registered office/Country |
30 June 23 % control |
22 % control |
30 June 23 % interest |
22 % interest |
Consolidation method* |
| RD3A | France | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis Restauration et | France | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Services Vitogaz Switzerland AG |
Switzerland | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis Energia Portugal S.A. | Portugal | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Sodigas Seixal Sociedade de Distribuição de Gás S.A. |
Portugal | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Sodigas Açores S.A. | Portugal | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Sodigas Braga Sociedade de Distribuição de Gás, S.A. |
Portugal | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Spelta – Produtos Petrolíferos SA |
Portugal | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Companhia Logística de Combustíveis SA |
Portugal | 20.00% | 20.00% | 20.00% | 20.00% | JV (EM) |
| Electropalma | Portugal | 100.00% | 100.00% | FC | ||
| Vitogas España S.A. | Spain | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Fuel Supplies Channel Islands Ltd (FSCI) |
Channel Islands | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| La Collette Terminal Ltd | Channel Islands | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| St Sampson Terminal Ltd | Channel Islands | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Vitogaz Maroc | Morocco | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Lasfargaz | Morocco | 82.89% | 82.89% | 82.89% | 82.89% | FC |
| Kelsey Gas Ltd | Republic of Mauritius | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Vitogaz Madagascar | Madagascar | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Eccleston Co Ltd | Republic of Mauritius | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Vitogaz Comores | Union of the Comoros Islands |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Gazel | Madagascar | 49.00% | 49.00% | 49.00% | 49.00% | FC(2) |
| Rubis Antilles Guyane | France | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Stocabu | France | 50.00% | 50.00% | 50.00% | 50.00% | JO |
| Société Industrielle de Gaz et de Lubrifiants |
France | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Société Anonyme de la Raffinerie des Antilles (SARA) |
France | 71.00% | 71.00% | 71.00% | 71.00% | FC |
| Société Antillaise des Pétroles Rubis |
France | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis Guyane Française | France | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis Caraïbes Françaises | France | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis Saint-Barthélemy | France | 100.00% | 100.00% | FC | ||
| Société Réunionnaise de Produits Pétroliers (SRPP) |
France | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Société dǯimportation et de distribution de Gaz liquéfiés dans lǯOcéan )ndien ȋSigloiȌ |
France | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| 31 | 31 | |||||
|---|---|---|---|---|---|---|
| Registered | 30 June 23 | December 22 |
30 June 23 | December 22 |
Consolidation | |
| Name | office/Country | % control | % control | % interest | % interest | method* |
| Rubis Energy Bermuda Ltd | Bermuda | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Sinders Ltd | Bermuda | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Bermuda Gas & Utility Company Ltd |
Bermuda | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis Eastern Caribbean SRL Barbados | 100.00% | 100.00% | 100.00% | 100.00% | FC | |
| Rubis Caribbean Holdings Inc. |
Barbados | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Renewstable Barbados | Barbados | 51.00% | 51.00% | 51.00% | 51.00% | FC |
| Rubis West Indies Ltd | United Kingdom | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis Guyana Inc. | Guyana | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis Bahamas Ltd | The Bahamas | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis Cayman Islands Ltd | Cayman Islands | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis Turks & Caicos Ltd | Turks and Caicos Islands | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis Energy Jamaica Ltd | Jamaica | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Easigas (Pty) Ltd | South Africa | 55.00% | 55.00% | 55.00% | 55.00% | FC |
| Easigas Botswana (Pty) Ltd | Botswana | 55.00% | 55.00% | 55.00% | 55.00% | FC |
| Easigas Swaziland (Pty) Ltd | Swaziland | 55.00% | 55.00% | 55.00% | 55.00% | FC |
| Easigas Lesotho (Pty) Ltd | Lesotho | 55.00% | 55.00% | 55.00% | 55.00% | FC |
| Rubis Asphalt South Africa | South Africa | 74.00% | 74.00% | 74.00% | 74.00% | FC |
| Ringardas Nigeria Ltd | Nigeria | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| European Railroad Established Services SA (Eres Sénégal) |
Senegal | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| European Railroad Established Services Togo SA (Eres Togo) |
Togo | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Eres Cameroun | Cameroon | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Eres Libéria Inc. | Republic of Liberia | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Eres Gabon | Gabon | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| REC Bitumen SRL | Barbados | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Bahama Blue Shipping Company |
Barbados | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Morbihan Shipping Corporation |
Barbados | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Bitu River Shipping Corp. | Panama | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Demerara Shipping Corporation |
Barbados | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Pickett Shipping Corp. | Republic of Panama | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Blue Round Shipping Corp. | Republic of Panama | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Biskra Shipping SA | Republic of Panama | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Atlantic Rainbow Shipping Company SA |
Republic of Panama | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| 31 | 31 | |||||
|---|---|---|---|---|---|---|
| Registered | 30 June 23 | December 22 |
30 June 23 | December 22 |
Consolidation | |
| Name | office/Country | % control | % control | % interest | % interest | method* |
| Woodbar Co Ltd | Republic of Mauritius | 85.00% | 85.00% | 85.00% | 85.00% | FC |
| Rubis Énergie Djibouti | Republic of Djibouti | 85.00% | 85.00% | 85.00% | 85.00% | FC |
| Distributeurs Nationaux SA (Dinasa) |
Haiti | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Chevron Haïti Inc. | British Virgin Islands | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Société de Distribution de Gaz S.A. (Sodigaz) |
Haiti | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Terminal Gazier de Varreux S.A. |
Haiti | 50.00% | 50.00% | 50.00% | 50.00% | JO |
| RBF Marketing Ltd | Jamaica | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Galana Distribution Pétrolière Company Ltd |
Republic of Mauritius | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Galana Distribution Pétrolière SA |
Madagascar | 90.00% | 90.00% | 90.00% | 90.00% | FC |
| Galana Raffinerie Terminal Company Ltd |
Republic of Mauritius | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Galana Raffinerie et Terminal SA |
Madagascar | 90.00% | 90.00% | 90.00% | 90.00% | FC |
| Plateforme Terminal Pétrolier SA |
Madagascar | 80.00% | 80.00% | 80.00% | 80.00% | FC |
| Rubis Middle East Supply DMCC |
United Arab Emirates | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| RAME Rubis Asphalt Middle East DMCC |
United Arab Emirates | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Maritec Tanker Management Private Ltd |
India | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Gulf Energy Holdings Ltd | Kenya | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis Energy Kenya PLC | Kenya | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Kobil Petroleum Ltd | United States | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis Energy Ethiopia Ltd | Ethiopia | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis Energy Rwanda Ltd | Rwanda | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis Energy Uganda Ltd | Uganda | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis Energy Zambia Ltd | Zambia | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis Energy Zimbabwe (Private) Ltd |
Zimbabwe | 55.00% | 55.00% | 55.00% | 55.00% | FC |
| Rubis Photosol | France | 78.51% | 79.97% | 78.51% | 79.97% | FC |
| Aedes & Photosol Développement |
France | 39.26% | 39.99% | 39.26% | 39.99% | JV (EM) |
| Airefsol Énergies 1 | France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| Airefsol Énergies 7 | France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| Alpha Énergies Renouvelables |
France | 74.79% | 66.22% | 74.79% | 66.22% | FC |
| Centrale Photovoltaïque de Ychoux |
France | 69.84% | 47.78% | 69.84% | 47.78% | FC |
| Centrale Photovoltaïque Lagune de Toret |
France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| Centrale Photovoltaïque le Bouluc de Fabre |
France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| 31 December |
31 December |
|||||
|---|---|---|---|---|---|---|
| Registered | 30 June 23 | 22 | 30 June 23 | 22 | Consolidation | |
| Name | office/Country | % control | % control | % interest | % interest | method* |
| Cilaos | France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| Clotilda | France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| Cpes de Lǯancienne Cokerie | France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| Dynamique Territoires Développement |
France | 78.51% | 79.97% | 78.51% | 79.97% | FC |
| EPV | France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| Euroridge Solar Holding S.àr.l Luxembourg | 78.51% | 79.97% | 78.51% | 79.97% | FC | |
| Firinga | France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| Inti SAS | France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| Maïdo | France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| Phoebus | France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| Photom Services | France | 51.52% | 45.95% | 51.52% | 45.95% | FC |
| Photosol | France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| Photosol Bordezac Développement |
France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| Photosol Bourbon | France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| Photosol Brossac | France | 75.25% | 66.52% | 75.25% | 66.52% | FC |
| Photosol CRE 4 | France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| Photosol Développement | France | 78.51% | 79.97% | 78.51% | 79.97% | FC |
| Photosol Hermitage | France | 78.51% | 79.97% | 78.51% | 79.97% | FC |
| Photosol Invest 2 | France | 64.65% | 28.48% | 64.65% | 28.48% | FC |
| Photosol Maransin | France | 78.51% | 79.97% | 78.51% | 79.97% | FC |
| Photosol Roullet | France | 78.51% | 79.97% | 78.51% | 79.97% | FC |
| Photosol Sarrazac Développement |
France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| Photosol SPV 1 | France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| Photosol SPV 2 | France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| Photosol SPV 3 | France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| Photosol SPV 4 | France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| Photosol SPV 5 | France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| Photosol SPV 6 | France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| Photosol SPV 7 | France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| Photosol SPV 9 | France | 54.13% | 48.83% | 54.13% | 48.83% | FC |
| Photosol SPV 10 | France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| Photosol SPV 13 | France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| Photosol SPV 14 | France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| Photosol SPV 15 | France | 50.50% | 45.55% | 50.50% | 45.55% | FC |
| Photosol SPV 16 | France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| Photosol SPV 18 | France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| 31 | 31 | |||||
|---|---|---|---|---|---|---|
| December | December | |||||
| Name | Registered office/Country |
30 June 23 % control |
22 % control |
30 June 23 % interest |
22 % interest |
Consolidation method* |
| Photosol SPV 22 | France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| Photosol SPV 27 | France | 74.61% | 65.51% | 74.61% | 65.51% | FC |
| Photosol SPV 28 | France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| Photosol SPV 29 | France | 78.51% | 79.97% | 78.51% | 79.97% | FC |
| Photosol SPV 31 | France | 78.51% | 79.97% | 78.51% | 79.97% | FC |
| Photosol SPV 32 | France | 69.67% | 62.85% | 69.67% | 62.85% | FC |
| Photosol SPV 33 | France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| Photosol SPV 34 | France | 68.41% | 61.71% | 68.41% | 61.71% | FC |
| Photosol SPV 35 | France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| Photosol SPV 36 | France | 63.23% | 57.04% | 63.23% | 57.04% | FC |
| Photosol SPV 37 | France | 69.03% | 62.27% | 69.03% | 62.27% | FC |
| Photosol SPV 38 | France | 78.51% | 79.97% | 78.51% | 79.97% | FC |
| Photosol SPV 39 | France | 61.68% | 55.64% | 61.68% | 55.64% | FC |
| Photosol SPV 40 | France | 78.51% | 79.97% | 78.51% | 79.97% | FC |
| Photosol SPV 43 | France | 64.31% | 58.01% | 64.31% | 58.01% | FC |
| Photosol SPV 44 | France | 78.51% | 79.97% | 78.51% | 79.97% | FC |
| Photosol SPV 45 | France | 78.51% | 79.97% | 78.51% | 79.97% | FC |
| Photosol SPV 46 | France | 78.51% | 79.97% | 78.51% | 79.97% | FC |
| Photosol SPV 48 | France | 78.51% | 79.97% | 78.51% | 79.97% | FC |
| Photosol SPV 49 | France | 78.51% | 79.97% | 78.51% | 79.97% | FC |
| Photosol SPV 50 | France | 78.51% | 79.97% | 78.51% | 79.97% | FC |
| Photosol SPV 51 | France | 78.51% | 79.97% | 78.51% | 79.97% | FC |
| Photosol SPV 52 | France | 78.51% | 79.97% | 78.51% | 79.97% | FC |
| Photosol SPV 53 | France | 78.51% | 79.97% | 78.51% | 79.97% | FC |
| Photosol SPV 54 | France | 78.51% | 79.97% | 78.51% | 79.97% | FC |
| Photosol SPV 55 | France | 78.51% | 79.97% | 78.51% | 79.97% | FC |
| Photosol SPV 56 | France | 78.51% | 79.97% | 78.51% | 79.97% | FC |
| Photosol SPV 57 | France | 78.51% | 79.97% | 78.51% | 79.97% | FC |
| Photosol SPV 58 | France | 78.51% | 79.97% | 78.51% | 79.97% | FC |
| Photosol SPV 59 | France | 78.51% | 79.97% | 78.51% | 79.97% | FC |
| Photosol SPV 60 | France | 78.51% | 79.97% | 78.51% | 79.97% | FC |
| Photosol SPV 61 | France | 78.51% | 79.97% | 78.51% | 79.97% | FC |
| Photosol SPV 63 | France | 78.51% | 79.97% | 78.51% | 79.97% | FC |
| Photosol SPV 65 | France | 78.51% | 79.97% | 78.51% | 79.97% | FC |
| Photosol Villefranche sur Cher Développement |
France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| PV Ecarpiere | France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| Société du Parc Photovoltaïque de la Commanderie |
France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| Solaire du Lazaret | France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| SPV 11 | France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| 31 | 31 | |||||
|---|---|---|---|---|---|---|
| December | December | |||||
| Registered | 30 June 23 | 22 | 30 June 23 | 22 | Consolidation | |
| Name | office/Country | % control | % control | % interest | % interest | method* |
| SPV 12 | France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| SPV 17 | France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| SPV 25 | France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| SPV 26 | France | 78.51% | 79.97% | 78.51% | 79.97% | FC |
| SPV 30 | France | 71.44% | 53.71% | 71.44% | 53.71% | FC |
| Territoires Énergies Nouvelles |
France | 78.51% | 79.97% | 78.51% | 79.97% | FC |
| Thorenc PV | France | 75.25% | 67.88% | 75.25% | 67.88% | FC |
| Thorenc PV Holding S.àr.l | Luxembourg | 78.51% | 79.97% | 78.51% | 79.97% | FC |
| Photosol Mobexi | France | 78.51% | 78.51% | FC | ||
| Photosol Italia | Italy | 75.25% | 75.25% | FC |
* FC: full consolidation; JO: joint operation; JV: joint venture (EM); EM: equity method.
Rubis Antilles Guyane holds a non-controlling interest in five economic interest groupings (EIG) in the French Antilles; as these entities are not material, they are not consolidated.
Rubis Energia Portugal, SARA and Photosol Développement currently hold non-material and nonconsolidated interests.
In view of the political and monetary problems in Burundi, the Group has decided since 2019 not to consolidate Kobil Burundi due to the lack of effective control over this activity. The corresponding securities were fully impaired. The political and monetary situation did not improve in financial year 2023.
20. EVENTS AFTER THE REPORTING PERIOD
There were no events after the reporting period that could have a material impact on the consolidated financial statements as of 30 June 2023.
STATUTORY AUDITORSǯ REPORT ON THE HALF-YEAR FINANCIAL INFORMATION
To the Shareholders,
In compliance with the assignment entrusted to us by Annual General Meetings and in accordance with the requirements of Article L. 451-1-2 III of the French Monetary and Financial Code, we hereby report to you on:
- the review of the accompanying condensed half-yearly consolidated financial statements of Rubis, for the period from 1 January to 30 June 2023.
- the verification of the information presented in the half-yearly management report.
These condensed half-yearly consolidated financial statements are the responsibility of the Management Board. Our role is to express a conclusion on these financial statements based on our review.
1. CONCLUSION 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. This work is less extensive than that required for an audit conducted in accordance with professional standards applicable in France. Consequently, the assurance obtained through a limited review that the financial statements, taken as a whole, are free from material misstatements, is a moderate assurance, with less certainty than that obtained through an audit.
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.
2. 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.
Paris La Défense and Neuilly-sur-Seine, 7 September 2023 The statutory auditors
PricewaterhouseCoopers Audit KPMG SA Cédric Le Gal Frédéric Nusbaumer Jacques-François Lethu François Quédiniac
IV – DECLARATION OF RESPONSIBLE OFFICERS
RESPONSIBLE OFFICERS FOR THE HALF-YEAR FINANCIAL REPORT
Gilles Gobin: Managing Partner Jacques Riou: Chairman of Agena, co-Managing Partner of Rubis Clarisse Gobin-Swiecznik: co-Managing Partner of Sorgema, co-Managing Partner of Rubis
DECLARATION OF RESPONSIBLE OFFICERS 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 on page 1 gives a true and fair view of the important events that occurred during the first six months of the financial 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 financial year.
Meudon and Paris, 7 September 2023
Clarisse Gobin-Swiecznik Co-Managing Partner of Sorgema, Co-Managing Partner of Rubis
Jacques Riou Chairman of Agena, Co-Managing Partner of Rubis
Gilles Gobin Managing Partner
THE WILL TO UNDERTAKE, THE CORPORATE COMMITMENT