7.2 2022 separate financial statements and notes

Balance sheet

ASSETS

(in thousands of euros) Notes Gross Depreciation, amortisation and impairment Net 31/12/2022 Net 31/12/2021
Fixed assets          
Property, plant and equipment and intangible assets   2,404 1,250 1, 154 1,172
Equity interests 4.1 1,424,718   1,424,718 1,032,856
Other financial investments 4.2 2,194   2,194 2, 165
Total fixed assets (I)   1,429,316 1,250 1,428,066 1,036,193
Current assets          
Trade and other receivables 4.4 488,496 208 488,288 713,439
Investment securities 4.3 139,521 278 139,243 138,337
Cash   58,707   58,707 234,243
Prepaid expenses   223   223 178
Total current assets (II)   686,947 486 686,461 1,086,197
TOTAL ASSETS (I + II)   2,116,263 1,736 2,114,527 2,122,390

EQUITY AND LIABILITIES

(in thousands of euros)   Notes   31/12/2022   31/12/2021
Equity            
Share capital       128,692   128,177
Share premiums       1,550,120   1,547,236
Legal reserve       12,954   12,954
Restricted reserve       1,763   1,763
Other reserves       94,626   94,626
Retained earnings       128,948   165,359
Earnings for the financial year       187,183   154,649
Regulated provisions       1,242   1,043
Total equity (I)   4.5   2,105,528   2,105,807
Provisions for contingencies and expenses (II)       710   376
Liabilities            
Bank loans       169   441
Trade and other payables       716   847
Taxes and social security payables       4,274   2,364
Other liabilities       3,130   12,555
Total liabilities (III)   4.6   8,289   16,207
TOTAL EQUITY AND LIABILITIES (I + II + III)       2,114,527   2,122,390

Income statement

(in thousands of euros)   Notes   31/12/2022   31/12/2021
Sales of services       12,461   2,972
Other income and expense transfers           8
Operating income       12,461   2,980
Other purchases and external expenses       (15,054)   (7,113)
Taxes, duties and similar payments       (332)   (296)
Employee benefits expense       (7,081)   (5,381)
Additions to depreciation of non-current assets       (195)   (180)
Additions to and reversals of provisions for contingencies and expenses       (334)   (77)
Other expenses       (2,641)   (2,635)
Operating expenses       (25,637)   (15,682)
Profit (loss) from operating activities       (13,176)   (12,702)
Finance income from equity interests       193,785   156,204
Finance income from other securities       1,247   903
Other interest income       1,859   192
Net income from disposal of marketable securities       (40)   (613)
Additions to financial provisions       (278)   (7)
Reversals of financial provisions       7   1,725
Interest and similar expenses       (969)   (2,308)
Net finance income/(expense)       195,611   156,096
Profit (loss) from ordinary activities before tax       182,435   143,394
Extraordinary items   5.1   3,652   (251)
Income tax   5.2   1,096   11,506
TOTAL NET INCOME       187,183   154,649

Statement of cash flows

(in thousands of euros)   31/12/2022   31/12/2021
Operating activity        
Profit (loss) for the period   187,183   154,649
Depreciation, amortisation and provisions   1,208   (1,212)
Capital gains or losses on disposals of non-current assets   (4,060)   3
Cash flow (A)   184,331   153,440
Change in working capital requirement (B):   217,250   (133,830)
•  trade and other receivables   224,896   (130,851)
•  trade and other payables   (7,646)   (2,979)
Operating cash flows (A+B) (I)   401,581   19,610
Investments        
Acquisitions of equity interests:        
•  Rubis Renouvelables   (392,110)    
Acquisition expenses on securities (ongoing project)       (248)
Disposals of equity interests:        
•  Rubis Terminal division   4,063    
Other   40   (61)
Cash flow allocated to investments (II)   (388,007)   (309)
Cash flow from operating activities (I+II)   13,574   19,306
Financing        
Increase/(decrease) in financial debt   (272)   216
Increase (decrease) in equity   3,400   (146,165)
Dividend paid   (191,061)   (83,577)
Cash from financing activities (III)   (187,933)   (229,526)
Overall change in cash flow (I + II + III)   (174,359)   (210,225)
Opening cash and cash equivalents   372,587   582,812
Overall change in cash flow   (174,359)   (210,225)
Closing cash and cash equivalents   198,228   372,587
Financial debt   (169)   (441)
CLOSING CASH AND CASH EQUIVALENTS NET OF FINANCIAL DEBT   198,059   372,146

Notes to the separate financial statements as of 31 December 2022

Note 1.    Presentation of the Company

Rubis SCA 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 three activities 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, transport, supply and services activities that support the development of downstream retail and marketing activities;

•   the Renewable Electricity Production division (Rubis Renouvelables), developed since April 2022 with the acquisition of 80% of Photosol, one of the main independent producers of photovoltaic electricity in France.;

Rubis SCA also holds an equity interest 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

 

ACQUISITION OF PHOTOSOL FRANCE

On 14 April 2022, Rubis completed the acquisition of 80% of Photosol (France), one of the independent leaders in photovoltaic energy in France. This acquisition forms the basis for the development of the Group’s renewable energy activities, alongside its historical activities.

Photosol (France) has a capacity of 384 MWp in operation, 119 MWp under construction, a project portfolio of more than 3.5 GWp at the end of December 2022, and has 112 employees in France. Retaining a 20% stake, Photosol’s founders and Senior Managers remain committed to the development of the company.

Note 3.    Accounting policies and rules

 

The financial statements as of 31 December 2022 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 in these notes.

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.

3.1    Property, 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 non-current 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.

3.2    Equity Interests

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 year, equity interests 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 subsidiary’s equity that said securities represent, forecasts of future cash flows or market value. If their value in use is lower than their carrying amount, an impairment expense is recognised in net finance income/(expense).

3.3    Other financial investments

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

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” (FIFO) method.

3.4    Receivables 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.

3.5    Investment 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 end 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.

3.6    Cash

Cash includes cash or equivalent bank securities.

Cash is valued at nominal value.

3.7     Pension obligations

The only pension commitments 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 policy 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.

3.8    Provisions 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.

3.9    Revenue

Revenue mainly consists of management fees invoiced to subsidiaries.

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

3.10    Tax 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.

3.11    Extraordinary 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.

3.12    Identity of the consolidating company

As of 31 December 2022, 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

 

4.1    Equity Interests

(in thousands of euros)   Net value as of 31/12/2022   Net value as of 31/12/2021
Equity interests   1,424,718   1,032,856
Impairment of securities        
TOTAL   1,424,718   1,032,856

As part of the acquisition of Photosol (see note 2), Rubis SCA subscribed to the capital increase of its subsidiary Rubis Renouvelables (formerly Cimarosa Investissements) in the amount of €392 million.

4.2    Other financial investments

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 agreement, in compliance with the Association des Entreprises d’Investissement (French Association of Investment Companies) Code of Ethics.

As of 31 December 2022, Rubis SCA held 84,987 Rubis shares, representing a purchase price of €1,990 thousand. No impairment was recognised as of 31 December 2022.

Changes during the financial year were as follows:

(in thousands of euros) Gross value as of
31/12/2021
Acquisitions Disposals Gross value as of
31/12/2022
Treasury shares 1,949 13,111 (13,070) 1,990
TOTAL 1,949 13,111 (13,070) 1,990

4.3    Investment securities portfolio

As of 31 December 2022, the investment securities portfolio had a gross value of €139,521 thousand, and a net value of €139,243 thousand:

(in thousands of euros) Gross value as
of 31/12/2022
  Impairment Net value as
of 31/12/2022
Market value as
of 31/12/2022*
Net value as
of 31/12/2021
UCITS 23,858 (264) 23,594 23,595 23,921
Other funds 115,085 (14) 115,071 118,073 114,174
Interest receivable on other funds 578   578 578 242
TOTAL 139,521 (278) 139,243 142,246 138,337
* Estimated market value as of 31 December 2022.

4.4    Receivables

Trade and other receivables, amounting to €488,496 thousand, are all due in less than one year and break down as follows:

•   €474,568 thousand in intra-group receivables;

•   €13,615 thousand in receivables from the French Treasury. This item notably includes a tax settlement of €7,019 thousand that Rubis SCA expects to obtain from the tax authorities, €2,450 thousand in receivables related to the tax consolidation and €4,010 thousand relating to the VAT credit deferred to 31 December 2022;

•   €312 thousand in miscellaneous receivables.

4.5    Equity

STATEMENT OF CHANGES IN EQUITY

(in thousands of euros)   31/12/2022   31/12/2021
Equity at the beginning of the financial year   2,104,764   2,179,858
Capital increase (decrease)   515   (1,361)
Increase (decrease) in share premium   2,885   (46,666)
Dividend payment   (191,061)   (181,716)
Profit (loss) for the period   187,183   154,649
Equity at the end of the financial year*   2,104,286   2,104,764
* Excluding regulated provisions.

As of 31 December 2022, the share capital consisted of 102,953,566 fully paid-up shares, with a par value of €1.25 each, i.e., a total amount of €128,692 thousand.

As of 31 December 2022, Rubis SCA held 84,897 treasury shares.

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 premium
(in thousands of euros)
As of 1st January 2022 102,541,281 128,177 1,547,236
Company savings plan 171,576 214 3,229
Preferred shares acquired 226    
Preferred shares converted into ordinary shares 244,431 306 (306)
Capital decrease by cancelling shares bought back (3,948) (5)  
Capital increase expenses     (39)
AS OF 31 DECEMBER 2022 102,953,566 128,692 1,550,120

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 2022, the Group had not yet made use of this equity line.

STOCK OPTIONS AND SHARES FREE OF CHARGE

The terms of the stock-option and performance and preferred share plans outstanding as of 31 December 2022 are set out in the tables below:

Stock options
Date of Management Board
Outstanding as
of 31/12/2021
Rights issued Rights exercised Rights cancelled Outstanding as
of 31/12/2022
17 December 2019 150,276       150,276
6 November 2020 87,502       87,502
1st April 2021 5,616       5,616
TOTAL 243,394       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  
1st April 2021 5,616   Mar.-34 40.47  
TOTAL 243,394        
           
Free performance shares
Date of Management Board
Outstanding as
of 31/12/2021
Rights issued Rights exercised Rights cancelled Outstanding as
of 31/12/2022
17 December 2019 385,759       385,759
6 November 2020 787,697       787,697
1st April 2021 43,516       43,516
13 December 2021 160,072       160,072
20 July 2022   514,770     514,770
TOTAL 1,377,044 514,770     1,891,814

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

Free preferred shares
Date of Management Board
Outstanding as
of 31/12/2021
Rights
issued
Rights
exercised
Rights
cancelled
Outstanding as
of 31/12/2022
11 July 2016 2,469   (2,469)    
13 March 2017 1,932     (1,932)  
19 July 2017 374     (374)  
2 March 2018 345     (345)  
5 March 2018 1,157     (1,157)  
19 October 2018 140     (140)  
7 January 2019 62       62
17 December 2019 662     (662)  
TOTAL 7,141   (2,469) (4,610) 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.

4.6    Debt and expenses payable

Expenses payable totalled €4,224 thousand, breaking down as €290 thousand relating to suppliers, €169 thousand to accrued interest and €3,540 thousand to tax and social security payables. These expenses payable are operating expenses and finance expenses.

Trade payables recognised on the balance sheet, in a total amount of €427 thousand, all mature in less than three months. All other liabilities recognised on the balance sheet are due in less than one year.

4.7    Items 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)   31/12/2022
Receivables   474,547
Liabilities   (3,163)
Income from investments   193,785

Note 5.  Notes related to selected income statement items

5.1   Extraordinary items

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 €4 million from the infrastructure fund I Squared Capital.

(in thousands of euros)   31/12/2022   31/12/2021
Disposals of non-current assets   4,065    
Other extraordinary income   1    
EXTRAORDINARY INCOME   4,066    
Net carrying amount of non-current assets disposed of   (6)   (3)
Other extraordinary expenses        
Additions to accelerated depreciation expenses   (200)   (248)
Extraordinary provisions   (208)    
EXTRAORDINARY EXPENSES   (414)   (251)

5.2   Income tax

(in thousands of euros) Tax base Rate Gross tax Credit Net tax
Corporation tax on extraordinary items at standard rate   25.83%   (636) (636)
Corporation tax calculated on expenses related to capital increases allocated to share premiums 53 25.83% 14   14
Tax refunds          
Expense (income) relating to tax consolidation     (474)   (474)
TOTAL     (460) (636) (1,096)

Rubis SCA is taxed under the system for parent companies and subsidiaries. Eligible dividends are subject to taxation on a share of fees and expenses amounting to 1% or 5%.

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

DATE OF INCLUSION OF COMPANIES IN THE TAX CONSOLIDATION SCOPE AT THE REPORTING DATE

1st January 2001 Rubis
1st January 2006 Rubis Énergie
Rubis Antilles Guyane
SIGL
Sicogaz
Starogaz
1st January 2011 Frangaz
Vito Corse
1st January 2012 Société Antillaise des Pétroles Rubis (SAPR)
Rubis Guyane Française (RGF)
Rubis Caraïbes Françaises (RCF)
1st January 2013 Coparef
Vitogaz France
1st January 2014 Rubis Restauration et Services (RRS)
1st January 2016 Société Réunionnaise de Produits Pétroliers (SRPP)
1st January 2018 Rubis Patrimoine
1st January 2019 Rubis Renouvelables (formerly 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

6.1   Headcount

The average headcount for the financial year 2022 was 22 people (21 in 2021).

6.2   Off-balance sheet commitments

6.2.1     PENSION OBLIGATIONS

Retirement benefits for Rubis SCA employees totalled €226 thousand, including social security contributions. The evaluation method is described in note 3.7.

6.2.2     FINANCIAL COMMITMENTS AND CONTRACTUAL OBLIGATIONS

Commitments received        
(in thousands of euros)   31/12/2022   31/12/2021
Confirmed and unused credit facilities       732,429
TOTAL       732,429
Contractual obligations        
(in thousands of euros)   31/12/2022   31/12/2021
Operating leases*   3,351   3,828
TOTAL   3,351   3,828
* For the Rubis Patrimoine subsidiary.

6.3   Compensation of Senior Managers and members of the Supervisory Board

The fixed compensation of the Management Board is governed by Article 54 of the by-laws. For the financial year 2022, it totalled €2,408 thousand.

Shareholders’ and General Partners’ Meetings of 9 June 2022 (17th resolution) approved the compensation policy for the Management Board for the financial year 2022. This included an annual variable portion, the terms of which are described in chapter 5 of the 2021 Universal Registration Document. The annual variable compensation of the Management Board for the financial year 2022 was not subject to a provision, as the triggering condition had not been met.

Compensation paid to members of the Supervisory Board for financial year 2022 totalled €225 thousand.

6.4   Subsidiaries and equity interests

Subsidiaries: at least 50% of share capital held by Rubis SCA.

(in thousands of euros) Rubis
Énergie SAS
RT
Invest SA
Kelsey* Coparef SA Rubis
Patrimoine
SARL
Rubis
Renouvelables
(formerly Cimarosa
Invest. SAS)
Share capital 335,000 529,326 1 40 1,402 39,126
Equity other than share capital 488,219 59,305 157 (21) (678) 352,491
Government grants and regulated provisions 18,017          
Share of capital held 100.00% 55.00% 100.00% 100.00% 100.00% 100.00%
Gross carrying amount of the securities held 685,503 323,151 4 34 23,911 392,115
Net carrying amount of the securities held 685,503 323,151 4 34 23,911 392,115
Loans and advances from Rubis SCA not repaid 385,871       3,349 78,575
Revenue for the last financial year ended 378,809 1,350 1,274   759  
Net income for the last financial year ended 228,575 55,911 60 (2) (100) (401)
Dividends received by Rubis SCA during financial year 2022 160,800 32,985        
* The Company’s accounting records are kept in US dollars. The following exchange rates were used:

•   equity: closing rate (€1 = US$1.0666);
•   revenue and net profit: average rate (€1 = US$1.0539).

6.5   Inventory of equity interests and securities

(in thousands of euros)   Net value as of 31/12/2022
I – Shares and interests    
French equity interests:    
Coparef   34
Rubis Énergie   685,502
Rubis Patrimoine   23,911
Rubis Renouvelables (formerly Cimarosa Investissements)   392,115
RT Invest   323,151
Foreign equity interests:    
Kelsey   4
TOTAL EQUITY INTERESTS   1,424,717
II – UCITS and similar    
UCITS    
Sicav BNP SUS BD   19,696
Sicav BNP PAR Money 3M   321
CMC-CIC Equival Cash C fund   3,578
Other    
Agipi fund   19,845
Open Capital fund   29,492
HR Patrimoine Capitalisation fund   43,818
Open Perspectives Capitalisation fund   22,493
TOTAL UCITS AND SIMILAR   139,243

 

6.6   Fees paid to Statutory Auditors

The fees paid to the Statutory Auditors during the financial year are set out in note 10.5 to the 2022 consolidated financial statements.

6.7   Events after the reporting period

No significant events occurred after the closing date.