7.22021 separate financial statements and notes

Balance sheet

Assets

(in thousands of euros)

Note

Gross

Amortisation and depreciation

Net 31/12/2021

Net 31/12/2020

Fixed assets

 

 

 

 

 

Property, plant and equipment and intangible assets

 

2,246

1,074

1,172

1,320

Equity interests

4.1

1,032,856

 

1,032,856

1,032,607

Other financial assets

4.2

2,165

 

2,165

2,140

Total fixed assets (I)

 

1,037,267

1,074

1,036,193

1,036,067

Current assets

 

 

 

 

 

Trade and other receivables

4.4

713,439

 

713,439

582,514

Investment securities

4.3

138,344

7

138,337

236,255

Cash

 

234,243

 

234,243

344,832

Prepaid expenses

 

178

 

178

254

Total current assets (II)

 

1,086,204

7

1,086,197

1,163,855

Total assets (I + II)

 

2,123,471

1,081

2,122,390

2,199,922

Equity and liabilities

(in thousands of euros)

Note

31/12/2021

31/12/2020

Equity

 

 

 

Share capital

 

128,177

129,538

Share premiums

 

1,547,236

1,593,902

Legal reserve

 

12,954

12,919

Restricted reserve

 

1,763

1,763

Other reserves

 

94,626

94,626

Retained earnings

 

165,359

10,436

Earnings for the financial year

 

154,649

336,674

Regulated provisions

 

1,043

794

Total equity (I)

4.5

2,105,807

2,180,652

Provisions for contingencies and expenses (II)

 

376

299

Liabilities

 

 

 

Bank loans

 

441

225

Trade and other payables

 

847

904

Taxes and social security payables

 

2,364

2,189

Other liabilities

 

12,555

15,653

Total liabilities (III)

4.6

16,207

18,971

Equity and liabilities (I + II + III)

 

2,122,390

2,199,922

Income statement

(in thousands of euros)

Note

31/12/2021

31/12/2020

Sales of services

 

2,972

7,496

Other income and expense transfers

 

8

2

Operating income

 

2,980

7,498

Other purchases and external expenses

 

(7,113)

(8,395)

Taxes, duties and similar payments

 

(296)

(363)

Personnel costs

 

(5,381)

(5,050)

Depreciation of fixed assets

 

(180)

(169)

Additions to and reversals of provisions for contingencies and expenses

 

(77)

61

Other expenses

 

(2,635)

(1,387)

Operating expenses

 

(15,682)

(15,303)

Operating profit/(loss)

 

(12,702)

(7,805)

Financial income from equity investments

 

156,204

98,490

Financial income from other securities

 

903

602

Other interest income

 

192

828

Net income from disposal of marketable securities

 

(613)

(559)

Financial provisions

 

(7)

(1,725)

Reversals of financial provisions

 

1,725

4

Interest and similar expenses

 

(2,308)

(1,045)

Net financial income

 

156,096

96,595

Net income before tax

 

143,394

88,790

Extraordinary items

5.1

(251)

233,673

Income tax

5.2

11,506

14,211

Net income

 

154,649

336,674

Statement of cash flows

(in thousands of euros)

31/12/2021

31/12/2020

Operating activity

 

 

Results for the financial year

154,649

336,674

Depreciation and provisions

(1,212)

2,078

Capital gains or losses on disposals of non-current assets

3

(234,010)

Cash flow (A)

153,440

104,742

Change in working capital (B):

(133,830)

(30,993)

  • trade and other receivables

(130,851)

(43,317)

  • trade and other payables

(2,979)

12,324

Operating cash flows (A+B) (I)

19,610

73,749

Investments

 

 

Acquisitions of equity interests during the financial year:

 

 

  • Rubis Terminal division

 

(1,654)

  • Rubis Patrimoine

 

(1,402)

  • RT Invest

 

(96,261)

Acquisition expenses on securities (ongoing project)

(248)

 

Disposals of interests during the financial year:

 

 

  • Rubis Terminal division

 

310,821

Others

(61)

(1,385)

Cash flow allocated to investments (II)

(309)

210,119

Cash flow from operating activities (I+II)

19,306

283,867

Financing

 

 

Increase/(decrease) in financial liabilities

216

126

Increase (decrease) in equity

(146,165)

3,856

Dividend paid

(83,577)

(83,337)

Cash flow from financing activities (III)

(229,526)

(79,355)

Overall change in cash flow (I + II + III)

(210,225)

204,512

Opening cash and cash equivalents

582,812

378,300

Overall change in cash and cash equivalents

(210,225)

204,512

Closing cash and cash equivalents

372,587

582,812

Financial debt

(441)

(225)

Closing cash and cash equivalents net of financial debt

372,146

582,587

Notes to the separate financial statements as of 31 December 2021

Note 1.Overview of the Company

Rubis is a partnership limited by shares registered and domiciled in France. Its registered office is located at 46, rue Boissière 75116 Paris, France.

Rubis SCA is a parent holding company of the Rubis Group (“the Group”).

The Rubis Group operates two businesses in the energy sector:

  • the Retail & Marketing activity, which specialises in the distribution of fuels (in service stations or to professionals), lubricants, liquefied gas and bitumen;
  • the Support & Services activity, which houses all infrastructure, transportation, supply and services activities that support the development of downstream distribution and marketing activities.

Rubis SCA also holds a stake in the Rubis Terminal joint venture, which specialises in bulk liquid storage (fuels, chemicals and agrifood products) for commercial and industrial customers.

The Group is present in Europe, Africa and the Caribbean.

Note 2.Significant events of the financial year
Covid-19 pandemic

The performance of the Company’s subsidiaries continued to be impacted, albeit only marginally, by Covid-19 during 2021. The Company has, however, included this event in the assessment of the value in use of its equity interests. As the latter remains higher than the carrying amount of the securities held, no impairment was recognised.

The Company has not made use of the French government support schemes.

Note 3.Accounting rules and methods

The financial statements as of 31 December 2021 have been prepared and presented in accordance with the accounting policies, standards and methods in force in France pursuant to the provisions of the general chart of accounts (PCG) (ANC Regulation 2014-03 on the PCG).

The accounting conventions for the preparation and presentation of the separate financial statements were applied in accordance with the principle of prudence, and the following basic assumptions:

  • going concern;
  • consistency of accounting policies from one financial year to the next;
  • independence of financial years.

Only significant information is mentioned.

The valuation rule used to prepare these financial statements is that of historical cost.

The annual financial statements of Rubis SCA are presented in thousands of euros.

3.1Property, plant and equipment and intangible assets

Property, plant and equipment and intangible assets are valued at their acquisition cost.

Acquisition cost includes the purchase price, as well as all costs directly attributable to the acquisition of the assets in question. Acquisition expenses (transfer taxes, fees, etc.) are recognised directly as expenses.

Depreciation is calculated according to the pattern of consumption of the economic benefits expected from the asset. In this respect, depreciation is calculated according to the straight-line method as follows:

 

Duration

Intangible assets

1 to 10 years

Facilities and fixtures

4 to 10 years

Office equipment

3 to 10 years

Movable property

4 to 10 years

 

When a fixed asset is intended to be sold, or when it no longer has potential, it is tested only at its level. In this case, when its net carrying amount is significantly higher than its estimated present value, the net carrying amount of the asset is immediately impaired to its present value.

3.2Investments

Equity interests are recorded at their acquisition cost or contribution value. The Company has opted for the recognition of acquisition expenses in the cost price of equity interests.

At the end of the financial year, investments are estimated at their value in use determined on the basis of a multi-criteria analysis taking into account in particular the share of the equity of the subsidiary that these securities represent, and forecasts of future cash flows or market value. If the value in use is lower than the carrying amount, an impairment expense is recognised in net financial income and expense.

3.3Other financial assets

The main items included in this are Rubis SCA treasury shares held under a liquidity contract.

Shares are recognised at purchase cost, which includes any acquisition expenses. In the event of disposal, the cost price of the shares sold is determined using the “first in, first out” method.

3.4Receivables and liabilities

Receivables and liabilities are valued at their nominal value.

Receivables are impaired when the present value, determined with regard to the risk of non-recovery, is lower than the carrying amount.

3.5Investment securities

Investment securities are recognised at their acquisition cost. In the event of disposals of securities of the same kind giving the same rights, the cost of the securities disposed of is determined using the “First-In First-Out” (FIFO) method.

At the close of each financial year, a provision for impairment is recognised if the carrying amount is higher than:

  • their market value for listed securities or units of UCITS;
  • their probable realisable value for negotiable debt securities.
3.6Cash

Cash includes cash or equivalent bank securities.

Cash is valued at nominal value.

3.7Pension obligations

The only pension commitment borne by the Company are employee retirement benefits, as legislation stipulates that benefits are paid to employees at the time of their retirement, depending on their length of service and their salary at retirement age. These retirement benefits are recognised as off-balance sheet commitments (note 6.2.1).

Pursuant to the amendment to ANC recommendation 2013-02 of 7 November 2013, amended on 5 November 2021, the Company decided to adopt the new method for allocating entitlements to its defined benefit plans under which an indemnity is due only if the employee is present at the date of his/her retirement, the amount of which depends on seniority and is capped at a certain number of consecutive years of service. The impact of this change in accounting method is a non-material decrease in the amount of the pension obligation.

The evaluation of the amount of retirement benefits in respect of Rubis SCA employees was determined using the projected unit credit method.

3.8Provisions for contingencies and expenses

Provisions for contingencies and expenses are recognised when there is an obligation to a third party and it is likely that an outflow of resources will be necessary to settle the obligation, the amount of which can be estimated in a sufficiently reliable manner, in favour of said third party and with no counterparty of at least an equivalent amount expected in return.

Contingent liabilities are not recognised but are disclosed in the notes to the financial statements unless the probability of an outflow of resources is very low.

3.9Revenue

Revenue mainly consists of management fees invoiced to subsidiaries.

These fees are recognised when the revenue is certain in principle and amount.

 

3.10Tax calculation

Rubis SCA is the head of the tax consolidation group that it forms with its subsidiaries in France. Subsidiaries in the tax consolidation scope contribute to the tax expense of the consolidation group in the amount of tax they would have been liable for in the absence of consolidation. The additional income tax savings or expense, resulting from the difference between the tax due by the consolidated subsidiaries and the tax resulting from the determination of the overall result, is recorded by the Rubis SCA Group parent company.

3.11Extraordinary items

Extraordinary income and expenses include the impact of major events that are not related to the Company’s current activity or that correspond to unusual, significant, and infrequent items.

3.12Identity of the consolidating company

As of 31 December 2021, Rubis SCA (SIREN: 784 393 530) is the parent company for the preparation of the consolidated financial statements of the Rubis Group.

Note 4.Notes relating to selected balance sheet items
4.1Investments

(in thousands of euros)

Net value as of 31/12/2021

Net value as of 31/12/2020

Equity interests

1,032,856

1,032,607

Impairment of securities

 

 

Total

1,032,856

1,032,607

4.2Other financial assets

The Shareholders’ Meeting authorises the Management Board annually, with the option to delegate such powers, to buy back the Company’s own shares in order to increase the liquidity or market activity of Rubis shares as part of a liquidity contract, in compliance with the Association Française des Entreprises d’Investissement (French Association of Investment Companies) Code of Ethics.

As of 31 December 2021, Rubis SCA held 73,122 Rubis shares, representing a purchase price of €1,949 thousand. No impairment was recognised as of 31 December 2021.

Changes during the financial year were as follows:

(in thousands of euros)

Gross value as of 31/12/2020

Acquisitions

Disposal

Gross value as of 31/12/2021

Treasury shares

2,034

10,921

(11,006)

1,949

Total

2,034

10,921

(11,006)

1,949

4.3Investment securities portfolio

As of 31 December 2021, the investment securities portfolio had a gross value of €138,344 thousand, and a net value of €138,337 thousand:

(in thousands of euros)

Gross value as of 31/12/2021

Impairment

Net value as of 31/12/2021

Market value as of 31/12/2021*

Net value as of 31/12/2020

UCITS

23,928

(7)

23,921

24,227

20,780

Other funds

114,174

 

114,174

116,180

215,111

Interest receivable on other funds

242

 

242

242

364

Total

138,344

(7)

138,337

140,649

236,255

* Estimated market value as of 31 December 2021.

4.4Receivables

Trade and other receivables, amounting to €713,439 thousand, are all due in less than one year and break down as follows:

  • €703,813 thousand in intra-group receivables;
  • €9,581 thousand in receivables from the French Treasury. This item notably includes a tax settlement of €5,412 thousand that Rubis SCA expects to obtain from the tax authorities, €494 thousand in receivables related to the tax consolidation, and €3,554 thousand relating to the VAT credit deferred to 31 December 2021;
  • €45 thousand in miscellaneous receivables.
4.5Equity
Statement of changes in equity

(in thousands of euros)

31/12/2021

31/12/2020

Equity at the beginning of the financial year

2,179,858

1,922,665

Capital increase (decrease)

(1,361)

4,316

Increase (decrease) in share premium

(46,666)

113,770

Legal reserve allocation from share premium

 

397

Dividend distribution

(181,716)

(197,964)

Results for the year

154,649

336,674

Equity at the end of the financial year*

2,104,764

2,179,858

* Excluding regulated provisions.

As of 31 December 2021, the share capital consisted of 102,541,281 shares (of which 6,191 preferred shares), fully paid up, with a par value of €1.25 each, i.e. a total amount of €128,177 thousand.

As of 31 December 2021, Rubis SCA held 73,122 treasury shares.

In accordance with the authorisation given by the Combined General Meetings of Shareholders and General Partners of 9 December 2020 (2nd resolution), in 2021, the Management Board decided to cancel all 4,134,083 shares that had been acquired to date under the share buyback programme launched on 6 January 2021. The related capital decreases were carried out on 31 May 2021 and 19 October 2021.

 

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

 

Number of shares

Share capital

 (in thousands of euros)

Share premiums

 (in thousands of euros)

As of 1 January 2021

103,630,677

129,538

1,593,902

Payment of the dividend in shares

2,714,158

3,393

94,860

Company savings plan

265,626

332

6,667

Equity line (BEA)

 

 

4

Preferred shares purchased

1,642

2

(2)

Preferred shares converted into ordinary shares

63,261

79

(79)

Capital decrease by cancelling shares bought back

(4,134,083)

(5,167)

(147,993)

Capital increase expenses

 

 

(123)

As of 31 December 2021

102,541,281

128,177

1,547,236

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 4,400,000 shares with a par value of €1.25. 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 Company’s share capital. As of 31 December 2021, the Group had not yet made use of this equity line.

Stock options and free shares

The terms of the stock-option and free performance and free preferred share plans outstanding as of 31 December 2021 are set out in the tables below:

STOCK OPTIONS

Date of Management Board

Outstanding as of 31/12/2020

Rights issued

Rights exercised

Rights cancelled

Outstanding as of 31/12/2021

17 December 2019

150,276

 

 

 

150,276

6 November 2020

87,502

 

 

 

87,502

1 April 2021

 

5,616

 

 

5,616

Total

237,778

5,616

 

 

243,394

STOCK OPTIONS

Date of Management Board

Number of 
outstanding options

Exercise expiry date

Exercise price 
(in euros)

Options exercisable

17 December 2019

150,276

Mar.-33

52.04

 

6 November 2020

87,502

Mar.-34

29.71

 

1 April 2021

5,616

Mar.-34

40.47

 

Total

243,394

 

 

 

FREE PERFORMANCE SHARES

Date of Management Board

Outstanding as of 31/12/2020

Rights issued

Rights exercised

Rights cancelled

Outstanding as of 31/12/2021

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

Total

1,173,456

203,588

 

 

1,377,044

The vesting period for beneficiaries’ free shares is a minimum of three years from the date on which they are granted by the Management Board. The conditions for granting free shares are set by the Management Board.

FREE PREFERRED SHARES

Date of Management Board

Outstanding as of 31/12/2020

Rights issued

Rights 
exercised

Rights 
cancelled

Outstanding as of 31/12/2021

Of which shares
 acquired but not
 yet converted into
 ordinary shares

11 July 2016

3,108

 

(639)

 

2,469

2,469

13 March 2017

1,932

 

 

 

1,932

1,706

19 July 2017

374

 

 

 

374

374

2 March 2018

345

 

 

 

345

345

5 March 2018

1,157

 

 

 

1,157

1,157

19 October 2018

140

 

 

 

140

140

7 January 2019

62

 

 

 

62

 

17 December 2019

662

 

 

 

662

 

Total

7,780

 

(639)

 

7,141

6,191

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.

4.6Debt and expenses payable

Accrued expenses totalled €2,760 thousand, breaking down as €349 thousand relating to suppliers, €441 thousand to accrued interest and €1,756 thousand to tax and social security payables. These expenses payable are operating expenses and financial expenses.

Trade payables recognised on the balance sheet, in a total amount of €500 thousand, all mature in less than three months. All the liabilities recognised on the balance sheet are due in less than one year.

In addition, at the Shareholders’ Meeting of 11 June 2020, the General Partners decided to defer the payment of 50% of their dividend per by-laws for the 2019 financial year, to the month of June 2022, or before that date if the Rubis share price reaches an average of €50 over the course of 20 consecutive trading days (opening price). This liability is recorded in the financial statements as of 31 December 2021 for an amount of €11 million.

4.7Items concerning related companies

All transactions with related parties concern transactions carried out with subsidiaries wholly owned by Rubis SCA and are concluded under arm’s length conditions.

(in thousands of euros)

31/12/2021

Receivables

703,813

Liabilities

(1,342)

Income from investments

156,205

Note 5.Notes related to selected income statement items
5.1Extraordinary items

In 2020, extraordinary items mainly consisted of the result of the transaction between Rubis SCA and I Squared Capital. Under this partnership agreement signed in 2020, Rubis SCA sold 45% of its stake in Rubis Terminal SA to I Squared Capital and contributed, at actual value, the remaining 55% to the RT Invest SA joint venture, created for the purpose of the partnership, in exchange for RT Invest SA securities. As of 31 December 2020, the Company recognised all the impacts of this transaction in extraordinary items, generating a profit of €234 million.

(in thousands of euros)

31/12/2021

31/12/2020

Disposals of fixed assets

 

405,774

Other extraordinary income

 

111

Extraordinary income

 

405,885

Net carrying amount of assets sold

(3)

(171,764)

Other extraordinary expenses

 

(200)

Accelerated depreciation expenses

(248)

(248)

Extraordinary expenses

(251)

(172,212)

5.2Income tax

(in thousands of euros)

Tax base

Rate

Gross tax

Credit

Net tax

Corporation tax on extraordinary items at standard rate

 

28.41%

 

(492)

(492)

Corporation tax calculated on expenses related to capital increases allocated to share premiums

173

28.41%

49

 

49

Tax refunds

 

 

(105)

 

(105)

Expense/(benefit) relating to tax consolidation

 

 

(10,958)

 

(10,958)

Total

 

 

(11,014)

(492)

(11,506)

Rubis SCA is taxed under the system for parent companies and subsidiaries. These dividends are subject to taxation on a share of fees and expenses amounting to 1%.

Rubis SCA has opted for the tax consolidation regime since 1 January 2001. The scope of consolidation is as follows:

Date of inclusion of companies in the tax consolidation group at the reporting date

1 January 2001

Rubis

1 January 2006

Rubis Énergie

 

Rubis Antilles Guyane

 

SIGL

 

Sicogaz

 

Starogaz

1 January 2011

Frangaz

 

Vito Corse

1 January 2012

Société Antillaise des Pétroles Rubis (SAPR)

 

Rubis Guyane Française (RGF)

 

Rubis Caraïbes Françaises (RCF)

1 January 2013

Coparef

 

Vitogaz France

1 January 2014

Rubis Restauration et Services (RRS)

1 January 2016

Société Réunionnaise de Produits Pétroliers (SRPP)

1 January 2018

Rubis Patrimoine

1 January 2019

Cimarosa investissements

The agreed breakdown of tax is as follows (unless otherwise agreed):

  • tax expenses are paid by the companies as if there were no tax consolidation;
  • tax savings made by the Group are recognised in the income statement by the parent company;
  • tax savings are not reallocated to subsidiaries, except in the event of an exit from the Group.
Note 6.Other information
6.1Workforce

The average headcount for the 2021 financial year was 21 people (19 in 2020).

6.2Off-balance sheet commitments
6.2.1Pension obligations

Retirement benefits for Rubis SCA employees totalled €230 thousand, including social security contributions. The evaluation method is described in note 3.7.

6.2.2Financial commitments and contractual obligations