2020 consolidated financial statements and notes | RUBIS | URD DIGITAL 2020 URD 2020

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7.1 2020 consolidated financial statements and notes

Consolidated balance sheet

ASSETS

(in thousands of euros)	Note	12/31/2020	12/31/2019
Non-current assets
Intangible assets	4.3	31,000	31,464
Goodwill	4.2	1,219,849	1,245,020
Property, plant and equipment	4.1	1,148,302	1,067,911
Property, plant and equipment – right-of-use assets	4.1	178,542	182,622
Investments in joint ventures	9	316,602
Other financial assets	4.5.1	72,408	169,493
Deferred tax assets	4.6	14,405	15,778
Other non-current assets	4.5.3	10,762	34,360
Total non-current assets (I)		2,991,870	2,746,648
Current assets
Inventory and work in progress	4.7	333,377	526,628
Trade and other receivables	4.5.4	467,850	611,335
Tax receivables		33,463	21,871
Other current assets	4.5.2	20,472	16,598
Cash and cash equivalents	4.5.5	1,081,584	860,150
Total current assets (II)		1,936,746	2,036,582
Total group of assets for disposal (III)	3.3		963,856
TOTAL ASSETS (I + II + III)		4,928,616	5,747,086

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	RUBIS – 2020 UNIVERSAL REGISTRATION DOCUMENT	206
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EQUITY AND LIABILITIES

(in thousands of euros)	Note	12/31/2020	12/31/2019
Shareholders’ equity – Group share
Share capital		129,538	125,222
Share premium		1,593,902	1,480,132
Retained earnings		777,611	841,726
Total		2,501,051	2,447,080
Non-controlling interests		119,282	146,547
Shareholders’ equity (I)	4.8	2,620,333	2,593,627
Non-current liabilities
Borrowings and financial debt	4.10.1	894,015	1,130,395
Lease liabilities	4.10.1	141,122	148,117
Deposit/consignment		127,894	122,335
Provisions for pensions and other employee benefit obligations	4.12	60,189	56,611
Other provisions	4.11	142,893	129,236
Deferred tax liabilities	4.6	51,103	52,001
Other non-current liabilities	4.10.3	3,975	4,993
Total non-current liabilities (II)		1,421,191	1,643,688
Current liabilities
Borrowings and bank overdrafts (portion due in less than one year)	4.10.1	367,297	366,881
Lease liabilities (portion due in less than one year)	4.10.1	30,072	34,696
Trade and other payables	4.10.4	459,618	643,256
Current tax liabilities		22,819	25,894
Other current liabilities	4.10.3	7,286	17,582
Total current liabilities (III)		887,092	1,088,309
Total liabilities related to a group of assets for disposal (IV)	3.3		421,462
TOTAL EQUITY AND LIABILITIES (I + II + III + IV)		4,928,616	5,747,086

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Consolidated income statement

(in thousands of euros)	Note	Chg.	12/31/2020	12/31/2019
Sales of merchandise			2,889,661	3,974,959
Revenue from goods and services			1,012,342	1,253,528
NET REVENUE	5.1	-25%	3,902,003	5,228,487
Purchases consumed	5.2		(2,702,708)	(3,949,764)
External expenses	5.4		(376,893)	(420,496)
Payroll expenses	5.3		(200,948)	(199,279)
Taxes			(115,867)	(134,952)
EBITDA		-4%	505,587	523,996
Other operating income			1,196	8,654
Net depreciation and provisions	5.5		(140,058)	(122,942)
Other operating income and expenses	5.6		(862)	1,940
EBIT		-11%	365,863	411,648
Other operating income and expenses	5.7		(77,919)	(7,007)
Operating income before profit/loss from joint ventures		-29%	287,944	404,641
Share of net income from joint ventures			4,268
Operating income after profit/loss from joint ventures		-28%	292,212	404,641
Income from cash and cash equivalents			2,597	5,414
Gross interest expense and cost of debt			(19,396)	(22,614)
Interest expense on lease liabilities			(9,188)	(7,552)
Cost of net financial debt	5.8	5%	(25,987)	(24,752)
Other financial income and expenses	5.9		(11,234)	(9,919)
Income before tax		-31%	254,991	369,970
Income tax	5.10		(59,470)	(75,503)
Net income from assets held for sale	3		101,383	31,795
Total net income		-9%	296,904	326,262
Net income, Group share		-9%	280,333	307,227
of which net income from continuing operations, Group share			180,046	279,257
of which net income from assets held for sale, Group share			100,287	27,970
Net income, minority interests		-13%	16,571	19,035
of which net income from continuing operations, minority interests			15,475	15,210
of which net income from assets held for sale, minority interests			1,096	3,825
Earnings per share (in euros)	5.11	-12%	2.75	3.12
of which earnings per share from continuing operations, Group share			1.77	2.84
of which earnings per share from assets held for sale, Group share			0.98	0.28
Diluted earnings per share (in euros)	5.11	-12%	2.72	3.09
of which diluted earnings per share from continuing operations, Group share			1.75	2.81
of which diluted earnings per share from assets held for sale, Group share			0.97	0.28

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	RUBIS – 2020 UNIVERSAL REGISTRATION DOCUMENT	208
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Statement of other comprehensive income

(in thousands of euros)	12/31/2020	12/31/2019
TOTAL CONSOLIDATED NET INCOME (I)	296,904	326,262
Foreign exchange differences (excluding joint ventures)	(153,362)	(33,754)
Hedging instruments	1,674	955
Income tax on hedging instruments	(600)	(318)
Items recyclable in P&L from joint ventures	(2,528)
Items that will subsequently be recycled in P&L (II)	(154,816)	(33,117)
of which items that will subsequently be recycled in P&L – Continuing operations	(159,908)	(36,058)
of which items that will subsequently be recycled in P&L – Assets held for sale	5,092	2,941
Actuarial gains and losses	(3,339)	(7,437)
Income tax on actuarial gains and losses	382	1078
Items not recyclable in P&L from joint ventures	(113)
Items that will not subsequently be recycled in P&L (III)	(3,070)	(6,360)
of which items that will not subsequently be recycled in P&L – Continuing operations	(3,070)	(6,030)
of which items that will not subsequently be recycled in P&L – Assets held for sale		(330)
COMPREHENSIVE INCOME FOR THE PERIOD (I + II + III)	139,018	286,785
Share attributable to the owners of the Group’s parent company	126,975	266,858
Share attributable to non-controlling interests	12,043	19,927

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Consolidated statement of changes in shareholders’ equity

	Shares outstanding	of which treasury shares	Share capital	Share premium	Treasury shares	Conso- lidated reserves and earnings	Translation differences	Shareholder’s equity attributable to the owners of the Group’s	Non- controlling Interests (minority interests)	Total consolidated shareholders’ equity
	(in number of shares)		(in thousands of euros)
SHAREHOLDERS’ EQUITY AS OF DECEMBER 31, 2018	96,813,744	36,128	121,017	1,350,696	(1,677)	772,684	(45,926)	2,196,787	137,230	2,334,017
Impact of the first-time application of IFRS 16						(2,306)		(2,306)	(13)	(2,319)
SHAREHOLDERS’ EQUITY AS OF JANUARY 1 2019	96,813,744	36,128	121,017	1,350,696	(1,677)	770,378	(45,926)	2,194,481	137,217	2,331,698
Comprehensive income for the period						302,012	(35,154)	266,858	19,927	286,785
Change in interest
Share-based payments						5,382		5,382		5,382
Capital increase	3,363,688		4,205	129,436		408		134,049	3,900	137,949
Treasury shares		(14,890)			569	269		838		838
Dividend payment						(154,522)		(154,522)	(14,497)	(169,019)
Other changes						(6)		(6)		(6)
SHAREHOLDERS’ EQUITY AS OF DECEMBER 31, 2019	100,177,432	21,238	125,222	1,480,132	1,109	923,915	(81,080)	2,447,080	146,547	2,593,627
Comprehensive income for the period						278,555	(151,580)	126,975	12,043	139,018
Change in interest						(665)		(665)	(26,526)	(27,191)
Share-based payments						8,799		8,799		8,799
Capital increase	3,453,245		4,316	113,770		397		118,483	(765)	117,718
Treasury shares		36,849			(925)	(555)		(1,480)		(1,480)
Dividend payment						(197,965)		(197,965)	(12,007)	(209,972)
Other changes						(176)		(176)	(11)	(187)
SHAREHOLDERS’ EQUITY AS OF DECEMBER 31, 2020	103,630,677	58,087	129,538	1,593,902	(2,034)	1,012,305	(232,660)	2,501,051	119,282	2,620,333

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Consolidated statement of cash flows

(in thousands of euros)	12/31/2020	12/31/2019
TOTAL CONSOLIDATED NET INCOME FROM CONTINUING OPERATIONS	195,521	294,467
NET INCOME FROM ASSETS HELD FOR SALE	101,383	31,795
Adjustments:
Elimination of income of joint ventures	(6,712)	(4,170)
Elimination of depreciation and provisions	189,105	198,127
Elimination of profit and loss from disposals	(84,172)	(6)
Elimination of dividend earnings	(578)	(622)
Other income and expenditure with no impact on cash and cash equivalents⁽¹⁾	54,304	3,962
CASH FLOW AFTER COST OF NET FINANCIAL DEBT AND TAX	448,851	523,553
Elimination of tax expenses	69,259	89,407
Elimination of cost of net financial debt	28,788	30,546
CASH FLOW BEFORE COST OF NET FINANCIAL DEBT AND TAX	546,898	643,506
Impact of change in working capital*	132,232	(78,097)
Tax paid	(88,142)	(67,494)
CASH FLOWS RELATED TO OPERATING ACTIVITIES	590,988	497,915
Impact of changes to consolidation scope (cash acquired – cash disposed)	(29,955)	64,189
Acquisition of financial assets: retail & marketing division⁽²⁾	8,513	(264,131)
Disposal of financial assets: Rubis Terminal division⁽²⁾	175,360
Investment in joint ventures	(96,261)
Acquisition of property, plant and equipment and intangible assets	(245,396)	(229,775)
Change in loans and advances granted	(28,445)	(419)
Disposal of property, plant and equipment and intangible assets	4,984	6,919
(Acquisition)/disposal of other financial assets	(18,104)	(139,126)
Dividends received	679	1,455
Other cash flows from investment operations⁽²⁾	232,489
CASH FLOWS RELATED TO INVESTMENT ACTIVITIES	3,864	(560,888)

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	RUBIS – 2020 UNIVERSAL REGISTRATION DOCUMENT	210
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Consolidated statement of cash flows (continued)

(in thousands of euros)	Note	12/31/2020	12/31/2019
Capital increase⁽⁶⁾	4.8	118,483	134,050
(Acquisition)/disposal of treasury shares		(925)	568
Borrowings issued	4.10.1	147,020	601,230
Borrowings repaid	4.10.1	(360,583)	(313,696)
Repayment of lease liabilities	4.10.1	(38,188)	(21,845)
Net interest paid⁽³⁾		(29,223)	(28,641)
Dividends payable⁽⁶⁾		(197,965)	(154,522)
Dividends payable to non-controlling interests		(11,732)	(14,603)
Acquisition of financial assets: Rubis Terminal division		(1,654)
Other cash flows related to financing operations		2,160	972
CASH FLOWS RELATED TO FINANCING ACTIVITIES		(372,607)	203,513
Impact of exchange rate changes		(35,127)	(2,043)
Impact of change in accounting policies
CHANGE IN CASH AND CASH EQUIVALENTS		187,118	138,497
Cash flows from continuing operations
Opening cash and cash equivalents⁽⁴⁾	4.5.5	860,150	755,969
Opening cash and cash equivalents of groups of assets held for sale⁽⁵⁾		34,316
Change in cash and cash equivalents		187,118	138,497
Reclassification of cash and cash equivalents in assets held for sale⁽⁵⁾	3.3		(34,316)
Closing cash and cash equivalents⁽⁴⁾	4.5.5	1,081,584	860,150
Financial debt excluding lease liabilities	4.10.1	(1,261,312)	(1,497,276)
Cash and cash equivalents net of financial debt		(179,728)	(637,126)

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(1)	Including change in fair value of financial instruments, goodwill (impairment see note 4.2), etc.
(2)	The impact of changes in consolidation scope is described in note 3 to the consolidated financial statements.
(3)	Net financial interest paid includes the impacts related to restatements of leases (IFRS 16).
(4)	Cash and cash equivalents net of bank overdrafts.
(5)	See note 3 on the impact of the application of IFRS 5 from December 31, 2019.
(6)	Including the payment of the dividend in shares in the amount of €115 million.

* Breakdown of the impact of change in working capital:
Impact of change in inventories and work in progress	4.7	188,794
Impact of change in trade and other receivables	4.5.4	133,147
Impact of change in trade and other payables	4.10.4	(189,709)
*Impact of change in working capital*		*132,232*

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Notes to the consolidated financial statements
for the year ended December 31, 2020

NOTE 1. General information

1.1 ANNUAL FINANCIAL INFORMATION

The financial statements for the year ended December 31, 2020 were finalized by the Management Board on March 10, 2021 and approved by the Supervisory Board on March 11, 2021.

The 2020 consolidated financial statements have been prepared in accordance with the international accounting standards issued by the IASB (International Accounting Standards Board) and adopted by the European Union. These standards include IFRS (International Financial Reporting Standards) and IAS (International Accounting Standards), as well as the interpretations of the IFRS Interpretations Committee.

1.2 OVERVIEW OF THE GROUP’S ACTIVITIES

The Rubis Group operates two businesses in the energy sector:

•	the retail & marketing activity, which specializes in the distribution of fuels (in gas stations or to professionals), lubricants, liquefied gases 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.

Since April 30, 2020 (see note 3.2.2), the Rubis Terminal business has been consolidated in the Group’s financial statements using the equity method. The Rubis Terminal Infra joint venture specializes in the storage of bulk liquid products (petroleum products, chemicals and agrifood products) for commercial and industrial customers.

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

NOTE 2. Accounting policies

2.1 BASIS OF PREPARATION

The consolidated financial statements are prepared based on historical costs with the exception of certain categories of assets and liabilities, in accordance with IFRS rules. The categories concerned are specified in the notes below.

To prepare its financial statements, the Group’s Management must make estimates and assumptions that affect the book value of assets and liabilities, income and expenses, and the data disclosed in the notes to the financial statements .

The Group’s Management makes these estimates and assessments on an ongoing basis according to past experience as well as various factors that are deemed reasonable and that constitute the basis for these assessments.

The amounts that will appear in its future financial statements may differ from these estimates, in accordance with changes in these assumptions or different conditions.

The main estimates made by Group Management relate to the fair values of business combinations, the recoverable amount of goodwill, intangible assets and property, plant and equipment, changes in employee benefit obligations, the valuation of other provisions, and leases (term of the lease and borrowing rates, described in note 4.1.2).

The consolidated financial statements for the year ended December 31, 2020 include the financial statements of Rubis and its subsidiaries.

The financial statements of foreign subsidiaries are prepared in their functional currency.

The results and financial position of all Group subsidiaries whose functional currency differs from the reporting currency (i.e. the euro) are translated according to the following principles:

•	assets and liabilities are translated at the exchange rate prevailing as of the balance sheet date;

•	income and expenses are translated at the average exchange rate for the period;

•	these exchange differences are recognized in other comprehensive income, under “Foreign exchange reserves”;

•	cumulative translation differences are reclassified to profit or loss in the event of the disposal or liquidation of the investment to which they relate.

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Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the exchange rates prevailing as of the balance sheet date.

All significant transactions conducted between consolidated companies as well as internal profits are eliminated.

Foreign exchange differences arising from the elimination of transactions and transfers of funds denominated in foreign currencies between consolidated companies, are subject to the following accounting treatment:

•	foreign exchange differences arising from the elimination of internal transactions are recorded as “Foreign exchange differences” in shareholders’ equity and as “Non-controlling interests” for the portion attributable to third parties, thereby offsetting their impact on consolidated income;

•	foreign exchange differences on fund movements for reciprocal financing are classified under a separate heading in the consolidated statement of cash flows.

The consolidated financial statements are denominated in euros and the financial statements are presented in thousands of euros.

2.2 ACCOUNTING STANDARDS APPLIED

STANDARDS, INTERPRETATIONS AND AMENDMENTS APPLICABLE AS OF JANUARY 1, 2020

The following standards, interpretations and amendments, published in the Official Journal of the European Union as of the closing date, were applied for the first time in 2020:

Standard/Interpretation		Date of mandatory application
Amendments to IFRS 3	Definition of a business	January 1, 2020
Amendments to IFRS 16	Covid-19-related rent concessions	June 1, 2020
Amendments to IAS 1 and IAS 8	Definition of “material”	January 1, 2020
Conceptual framework	Revised conceptual framework for financial reporting (replacing the 2010 framework)	January 1, 2020
Benchmark interest rate reform (IBOR) – phase 1	Amendments to IFRS 9, IAS 39 and IFRS 7	January 1, 2020

The first-time application of these standards, interpretations and amendments did not have a material impact on the Group’s financial statements.

IFRS IC decision of November 2019 (IFRS 16)

The IFRS IC decision on the determination of the term of certain leases and the depreciation period for fixtures and fittings that cannot be separated from the leased assets has led the Group to review the term of certain leases. The impact on right-of-use assets and lease liabilities amounted to €12 million and was recognized as of January 1, 2020, insofar as it was not material on the 2019 balance sheet (opening and closing positions) or income statement.

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 December 31, 2020 or which have not yet been adopted by the European Union.

Specific information on the Covid-19 pandemic

The Group’s performance was penalized by the Covid crisis in 2020. While April 2020 saw a very significant drop in activity (-42%), the following months saw a steady return to normal, coupled with an increase in unit margins, enabling EBIT to stabilize in the second half of the year (following a decline of 21% in the first half).

The impact on reported EBITDA and EBIT as of December 31, 2020 was estimated at -€63 million (compared with -€46 million estimated at the end of the first half). This estimate is calculated by comparing volumes achieved in 2020 with those achieved in 2019 over the period from April to December, independent of the growth initially forecast in the business plans.

The most severely affected activity was aviation, while the LPG activities (residential and agrifood) held up very well. The bitumen market in Africa was largely immune to the global pandemic.

The Rubis Terminal JV showed considerable resilience throughout the year, thanks in particular to the return of contango, which generated strong demand for storage capacity.

None of the Group’s subsidiaries has made use of government support schemes.

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NOTE 3. Scope of consolidation

Accounting policies

Since January 1, 2014, the Group has applied the new standards relating to the scope of consolidation (IFRS 10, 11, 12 and amended IAS 28).

Full consolidation

All companies in which Rubis exercises control, i.e. in which it has the power to influence the financial and operating policies in order to obtain benefits from their activities, are fully consolidated.

Control as defined by IFRS 10 is based on the following three criteria that must be met simultaneously in order to determine the exercise of control by the parent company:

•	the parent company has power over the subsidiary when it has effective rights that give it the ability to direct the relevant activities, i.e. activities that have a significant impact on the subsidiary’s returns. Power may be derived from voting rights (existing and/or potential) and/or contractual arrangements. The assessment of power depends on the nature of the relevant activities of the subsidiary, the decision-making process within it and the breakdown of the rights of its other shareholders;

•	the parent company is exposed or entitled to variable returns due to its ties with the subsidiary, which may vary depending on its performance;

•	the parent company has the ability to exercise its power to influence returns.

Joint arrangements

In a joint arrangement, the parties are bound by a contractual agreement giving them joint control of the Company. Joint control is deemed to exist when decisions regarding the relevant activities require the unanimous consent of the parties that collectively control the business.

Joint arrangements are classified in one of two categories:

•	joint operations: these are partnerships in which the parties exercising joint control over the business have direct rights to the assets, and obligations for related liabilities, of the business. Joint operations are accounted for according to the percentage interest held by the Group in the assets and liabilities of each joint operation.

•	joint ventures: these are partnerships in which the parties exercising joint control over the business have rights to the net assets of the enterprise. The Group accounts for its joint ventures using the equity method, in accordance with IAS 28.

3.1 SCOPE OF CONSOLIDATION

The consolidated financial statements for the year ended December 31, 2020 include the Rubis financial statements and those of its subsidiaries listed in the table below.

12/31/2020

12/31/2019

12/31/2020

12/31/2019

Consolidation

Name

Registered office

% control

% interest

method*

Rubis

46, rue Boissière

75116

SIREN: 784 393 530

Parent

Rubis Patrimoine

46, rue Boissière

75116 Paris

SIREN: 319 504 106

100.00%

Coparef

46, rue Boissière

75116 Paris

SIREN: 309 265 965

100.00%

Cimarosa

46, rue Boissière

75119 Paris

SIREN: 844 648 691

100.00%

RT Invest

33, av. de Wagram

75017 Paris

SIREN: 879 569 531

55.00%

JV (EM)

Rubis Terminal Infra

33, av. de Wagram

75017 Paris

SIREN: 879 860 245

55.00%

JV (EM)

Rubis Énergie

Tour Franklin

100, Terrasse Boieldieu

92800 Puteaux

SIREN: 552 048 811

100.00%

Vitogaz France

Tour Franklin

100, Terrasse Boieldieu

92800 Puteaux

SIREN: 323 069 112

100.00%

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	RUBIS – 2020 UNIVERSAL REGISTRATION DOCUMENT	214
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12/31/2020

12/31/2019

12/31/2020

12/31/2019

Consolidation

Name

Registered office

% control

% interest

method*

Sicogaz

Tour Franklin

100, Terrasse Boieldieu

92800 Puteaux

SIREN: 672 026 523

100.00%

Sigalnor

Route du Hoc

76700 Gonfreville l’Orcher

SIREN: 353 646 250

65.00%

Starogaz

Tour Franklin

100, Terrasse Boieldieu

92800 Puteaux

SIREN: 418 358 388

100.00%

Norgal

Route de la Chimie

76700 Gonfreville l’Orcher

SIREN: 777 344 623

20.94%

Frangaz

Tour Franklin

100, Terrasse Boieldieu

92800 Puteaux

SIREN: 491 422 127

100.00%

Vito Corse

Tour Franklin

100, Terrasse Boieldieu

92800 Puteaux

SIREN: 518 094 784

100.00%

Rubis Restauration and

Tour Franklin

Services

100, Terrasse Boieldieu

92800 Puteaux

SIREN: 793 835 430

100.00%

Vitogaz Switzerland AG

A Bugeon

CH – 2087 Cornaux

Switzerland

100.00%

Rubis Energia Portugal SA

Avenida Conde Valbom 96-98

1050-070 Lisboa

Freguesia das Avenidas Novas

Concelho de Lisboa

Portugal

100.00%

Rubis II Distribuição

Avenida Conde Valbom 96-98

Portugal SA

1050-070 Lisboa

Freguesia das Avenidas Novas

Concelho de Lisboa

Portugal

100.00%

Sodigas Seixal Sociedade

Avenida Vinte e Três de Julho 1833

de Distribuição de Gàs

Flor da Mata

2840-263 Seixal

Portugal

100.00%

Sodigas Açores

Avenida Vinte e Três de Julho 1833

Flor da Mata

2840-263 Seixal

Portugal

100.00%

Sodigas Braga

Rua Rio Mau, N06

Sociedade de Distribuição

4 700-760 Panoias

de Gàs, SA

União de Freguesias de Merelim

(São Paio), Panoias e Parada de

Tibães, Concelho de Braga

Portugal

100.00%

Spelta – Produtos

Rua Achada Diogo Dias, No. 2

Petrolíferos, SA

9135-401 Santa Cruz, Funchal

Portugal

100.00%

Vitogas España SA

Avda. Baix Llobregat 1-3, 2A

Poligono Industrial Màs Blau II

08820 El Prat de Llobregat

Barcelona

Spain

100.00%

Fuel Supplies Channel

PO Box 85

Islands Ltd (FSCI)

Bulwer Avenue, St Sampson

Guernsey GY1 3EB

Channel Islands

100.00%

La Collette Terminal Ltd

La Collette

Saint Helier

Jersey JE1 0FS

Channel Islands

100.00%

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Consolidation

Name

Registered office

% control

% interest

method*

St Sampson Terminal Ltd

Bulwer Avenue, St Sampson

Guernsey GY1 3EB

Channel Islands

100.00%

Vitogaz Maroc

Immeuble No.7 Ghandi Mall

Boulevard Ghandi

20380 Casablanca

Morocco

100.00%

Lasfargaz

Immeuble No.7 Ghandi Mall

Boulevard Ghandi

20380 Casablanca

Morocco

82.89%

Kelsey Gas Ltd

1^stFloor Standard Chartered Tower,

19 Cybercity Ebene

Republic of Mauritius

100.00%

Vitogaz Madagascar

122, rue Rainandriamampandry

Faravohitra – BP 3984

Antananarivo 101

Madagascar

100.00%

Eccleston Co Ltd

1^stFloor Standard Chartered Tower,

19 Cybercity Ebene

Republic of Mauritius

100.00%

Vitogaz Comores

Voidjou BP 2562

Moroni

Union of the Comoros Islands

100.00%

Gazel

122, rue Rainandriamampandry

Faravohitra – BP 3984

Antananarivo 101

Madagascar

49.00%

Rubis Antilles Guyane

Tour Franklin

100, Terrasse Boieldieu

92800 Puteaux

SIREN: 542 095 591

100.00%

Stocabu

L’avenir du Morne Caruel

Route des Abymes

97139 Abymes (Guadeloupe)

SIREN: 388 112 054

50.00%

Société Industrielle de Gaz

Voie principale ZI de Jarry

et de Lubrifiants

97122 Bay – Mahaut (Guadeloupe)

SIREN: 344 959 937

100.00%

Société Anonyme de la

California

Raffinerie des Antilles

97232 Lamentin (Martinique)

(SARA)

SIREN: 692 014 962

71.00%

Société Antillaise des

Tour Franklin

Pétroles Rubis

100, Terrasse Boieldieu

92800 Puteaux

SIREN: 303 159 875

100.00%

Rubis Guyane Française

Tour Franklin

100, Terrasse Boieldieu

92800 Puteaux

SIREN: 351 571 526

100.00%

Rubis Caraïbes Françaises

Tour Franklin

100, Terrasse Boieldieu

92800 Puteaux

SIREN: 428 742 498

100.00%

Société Réunionnaise de

Tour Franklin

Produits Pétroliers (SRPP)

100, Terrasse Boieldieu

92800 Puteaux

SIREN: 310 837 190

100.00%

Société d’importation et de

Tour Franklin

distribution de Gaz liquéfiés

100, Terrasse Boieldieu

dans l’océan Indien (Sigloi)

92800 Puteaux

SIREN: 310 879 598

100.00%

Rubis Energy Bermuda Ltd

2, Ferry Road

Saint Georges’s GE 01

Bermuda

100.00%

Sinders Ltd

2, Ferry Road

Saint Georges’s GE 01

Bermuda

100.00%

Bermuda Gas & Utility

2, Ferry Road

Company Ltd

Saint Georges’s GE 01

Bermuda

100.00%

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	RUBIS – 2020 UNIVERSAL REGISTRATION DOCUMENT	216
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Consolidation

Name

Registered office

% control

% interest

method*

Rubis Eastern Caribbean

One Rubis Plaza Welches

SRL

St James BB 23027

Barbados

100.00%

Rubis Caribbean

One Rubis Plaza Welches

Holdings Inc.

St James BB 23027

Barbados

100.00%

Rubis West Indies Ltd

10 Finsbury Square

London EC2A 1AF

United Kingdom

100.00%

Rubis Guyana Inc.

Ramsburg, Providence

East Bank Demerara

Guyana

100.00%

Rubis Bahamas Ltd

H&J Corporate Services

Ocean Centre, Montagu

Foreshore, East Bay Street

PO Box SS 19084 Nassau

Bahamas

100.00%

Rubis Cayman Islands Ltd

c/o HSM Corporate Services

& Management Ltd.,

68 Fort Street,

George Town,

PO Box 31726

Grand Cayman KY1 – 1207

Cayman Islands

100.00%

Rubis Turks & Caicos Ltd

Caribbean Management

Services Ltd 122 Blue

Mountain Road

PO Box 127, Providenciales,

Turks and Caicos Islands TKCA 1ZZ

100.00%

Rubis Energy Jamaica Ltd

236 Windward Road

Rockfort, Kingston 2

in the Parish of Kingston

Jamaica

100.00%

Easigas (Pty) Ltd

Gate 5, Hibiscus Road

Alrode 1451 Gauteng

South Africa

55.00%

Easigas Botswana (Pty) Ltd

Acumen Park, Plot 50370,

Fairground Office Park,

PO Box 1157, Gaborone

Botswana

55.00%

Easigas Swaziland (Pty) Ltd

PO Box 24 Mbabane H100

Swaziland 7441

55.00%

Easigas Lesotho (Pty) Ltd

2^ndFloor, Metropolitan Life Building

Kingsway

PO BOX 1176 Maseru

Lesotho

55.00%

Ringardas Nigeria Ltd

49 Mamman Nasir Street

Asokoro Abuja

Nigeria

100.00%

European Railroad

Zone des Hydrocarbures

Established Services SA

Port Autonome de Dakar Mole 8

(Eres Sénégal)

BP 844 – Dakar

Senegal

100.00%

European Railroad

Zone Industrielle

Established Services

du Port Autonome de Lomé

Togo SA (Eres Togo)

Route C4 – BP 9124

Lomé Togo

100.00%

Eres Cameroun

Zone des Professions Maritimes

Base Oilfield

“Bolloré Transport

& Logistics Cameroun”

BP 3891

Douala – Cameroon

100.00%

Eres Libéria Inc.

1^stFloor, City Builders Plaza,

Freeport Area Bushrod Island

Monrovia

Republic of Liberia

100.00%

REC Bitumen SRL

One Rubis Plaza Welches

St James BB 23027

Barbados

100.00%

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Consolidation

Name

Registered office

% control

% interest

method*

Bahama Blue Shipping

One Rubis Plaza Welches

Company

St James BB 23027

Barbados

100.00%

Pickett Shipping Corp.

Via España No.122

Torre Delta

Piso 14 Apartado 0823-05658

Panama

Republic of Panama

100.00%

Blue Round Shipping Corp.

Via España No.122

Torre Delta

Piso 14 Apartado 0823-05658

Panama

Republic of Panama

100.00%

Saunscape International Inc.

Via España No.122

Torre Delta

Piso 14 Apartado 0823-05658

Panama

Republic of Panama

100.00%

Biskra Shipping SA

Via España No.122

Torre Delta

Piso 14 Apartado 0823-05658

Panama

Republic of Panama

100.00%

Atlantic Rainbow Shipping

c/o Rosas Y Rosas

Company SA

Via España No.122

Torre Delta

Piso 14 Apartado 0823-05658

Panama

Republic of Panama

100.00%

Woodbar Co Ltd

1^stFloor Standard Chartered Tower,

19 Cybercity Ebene

Republic of Mauritius

85.00%

Rubis Énergie Djibouti

Avenue Georges Pompidou

BP 153

Djibouti

Republic of Djibouti

85.00%

Distributeurs Nationaux SA

2 rue Jean Gilles

(Dinasa)

Route de l’aéroport Delmas

Port-au-Prince

Haiti

100.00%

Chevron Haïti Inc.

c/o Coverdale Trust Services

Limited

30 De Castro Street

PO BOX 4519

Road Town Tortola

British Virgin Islands VG 1110

100.00%

Société de Distribution

2 rue Jean Gilles

de Gaz SA (Sodigaz)

Route de l’aéroport Delmas

Port-au-Prince

Haiti

100.00%

Terminal Gazier de

Route de Varreux

Varreux SA

Port-au-Prince

Haiti

50.00%

RBF Marketing Ltd

236 Windward Road

Rockfort, Kingston 2 in the Parish

of Kingston

Jamaica

100.00%

Galana Distribution

1^stFloor, Standard Chartered Tower,

Pétrolière Company Ltd

19, Cybercity, Ebene,

Republic of Mauritius

100.00%

Galana Distribution

Immeuble Pradon Trade Centre,

Pétrolière SA

Antanimena, 101 Antananarivo

Madagascar

90.00%

Galana Raffinerie Terminal

1^stFloor, Standard Chartered Tower,

Company Ltd

19, Cybercity, Ebene,

Republic of Mauritius

100.00%

Galana Raffinerie

Immeuble Pradon Trade Centre,

et Terminal SA

Antanimena, 101 Antananarivo

Madagascar

90.00%

Plateforme Terminal

Immeuble Pradon Trade Centre,

Pétrolier SA

Antanimena, 101 Antananarivo

Madagascar

80.00%

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	RUBIS – 2020 UNIVERSAL REGISTRATION DOCUMENT	218
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Consolidation

Name

Registered office

% control

% interest

method*

Rubis Middle East Supply

Unit No: AG-34-L,

DMCC

AG Tower, Plot No: JLT-PH1-L1A

Jumeirah Lake Tower, Dubai

United Arab Emirates

100.00%

RAME Rubis Asphalt Middle

Unit No: AG-34-L,

East DMCC

AG Tower, Plot No: JLT-PH1-L1A

Jumeirah Lake Tower, Dubai

United Arab Emirates

100.00%

Recstar Middle East DMCC

Unit No: AG-26-L, AG Tower,

Plot No: JLT-PH1-I1A,

Jumeirah Lake Tower, Dubai

United Arab Emirates

100.00%

Maritec Tanker

Office No G-501

Management Private Ltd

Lotus Corporate Park, Off Western

Express Highway, Near Jaicoach

Signal, Goregaon (East)

Mumbai MH 400063

India

100.00%

Gulf Energy Holdings Ltd

Geminia Insurance Plaza,

Kilimanjaro Avenue, Upperhill

LR No 209/6523

PO Box 21707-00100

Nairobi, Kenya

100.00%

Rubis Energy Kenya PLC

Avenue 5 Building

Rose Avenue, Kilimani

PO Box 44202 or 30322, 00100

GPO

Nairobi

Kenya

100.00%

Kobil Petroleum Limited

c/o The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, DE 19801

New Castle County

United States

100.00%

Rubis Energy Ethiopia Ltd

Addis Ababa

Kirkos Sub City

Woreda 04 – House number 030

Ethiopia

100.00%

Rubis Energy Uganda Ltd

Byumba Road

Gatsata

BP 6074 – Kigali

Rwanda

100.00%

Rubis Energy Uganda Ltd

Plot No. 4 Wankulukuku Road

Nalukulango, Industrial Area

PO Box 27478 – Kampala

Uganda

100.00%

Rubis Energy Zambia Ltd

Plot No. 1630

Malambo Road

PO Box 320089 – Lusaka

Zambia

100.00%

Rubis Energy Zimbabwe

Kudenga House

(Private) Ltd

3 Baines Avenue, Harare

Zimbabwe

55.00%

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* FC: Full consolidation; JO: joint operation; JV: joint venture (equity method); EM: equity method.

Rubis Antilles Guyane holds a minority interest in five economic interest groupings (EIG) in the French Antilles; as these entities are not material, they are not consolidated.

Rubis Energia Portugal currently holds non-material and non-consolidated investments.

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 shares were fully impaired. The political and monetary situation did not improve in 2020.

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3.2 CHANGES IN THE SCOPE OF CONSOLIDATION

The changes in the scope of consolidation concerned business combinations as defined by IFRS 3 and the acquisition of groups of assets.

Only the most material transactions are set out below.

3.2.1 ACQUISITION DE GULF ENERGY HOLDINGS LIMITED

In December 2019, KenolKobil finalized the acquisition of Gulf Energy Holdings Limited, a company housing all the petroleum product distribution activities of Gulf Energy Limited.

The securities were included in “Other financial assets” in the amount of €139 million as of December 31, 2019. The final price was €129 million following the application of a price adjustment clause.

Contribution as of the date of first consolidation (in thousands of euros)		January 1, 2020
Goodwill		82,883
Fixed assets (including right-of-use assets)		28,679
Inventories		19,209
Trade and other receivables, and other current assets		14,267
Borrowings (including lease liabilities) and bank overdrafts		3,105
Provisions		473
Deferred tax liabilities		1,197
Trade and other payables		10,198

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Goodwill amounted to €82.9 million, calculated as the difference between the final price paid and the net assets acquired. The fair value of the assets acquired and liabilities assumed was finalized within 12 months of the takeover, i.e. before December 31, 2020.

Gulf Energy’s contribution to the Group’s consolidated revenue amounted to €108 million.

3.2.2 DISPOSAL OF 45% OF RUBIS TERMINAL

On January 21, 2020, the Group and private equity fund I Squared Capital signed an agreement, effective April 30, under which I Squared Capital indirectly acquired 45% of Rubis’ 99.8% stake in Rubis Terminal.

Following the transaction, the Group still held nearly 55% of the share capital of Rubis Terminal.

The governance arrangements set out in the shareholders’ agreement entered into with I Squared Capital involve joint control. The Group’s interest in the Rubis Terminal joint venture has been accounted for using the equity method since April 30, 2020.

The transaction can be analyzed as the full disposal of Rubis SCA’s interest in Rubis Terminal, followed by the recognition of a new investment corresponding to the 55% interest kept by Rubis SCA.

In the year ended December 31, 2020, income from assets held for sale amounted to €101.4 million, corresponding to:

•	€83.2 million in capital gains on disposals, net of corporate income tax, commissions and other expenses;

•	€18.2 million reflecting Rubis Terminal’s earnings for the period from January 1, 2020 to April 30, 2020, recognized in accordance with the provisions of IFRS 5.

As part of the transaction, Rubis Terminal reimbursed the current account and part of the issue premium in a total amount of €232 million (see line “Other cash flows from investment operations” in the statement of cash flows).

As of April 30, 2020, the Group recognized the residual 55% interest retained in Rubis Terminal at its fair value of €218.7 million, presented in the “Investments in associates” line.

Income from investments in associates for the eight-month period between May 1 and December 31, 2020 is presented in the “Share of net income from joint ventures” line in the amount of €4.3 million.

	RUBIS – 2020 UNIVERSAL REGISTRATION DOCUMENT	220
		•

3.3 GROUP OF ASSETS HELD FOR SALE

Accounting policies

In accordance with IFRS 5 “Non-current assets held for sale and discontinued operations”, a fixed asset (or group of assets and liabilities directly linked to it) is considered as held for sale if its book value will mainly be recovered through its sale rather than through continued use. To meet this condition, the asset must be available for immediate sale and its sale must be highly probable. Such assets or groups of assets held for sale are measured at the lower of their book value and their estimated selling price less selling costs. A discontinued operation or an operation classed as held for sale is considered as significant for the Group if it was a cash-generating unit (CGU) and is either sold or classed as an asset held for sale. The income statement and balance sheet items relating to these discontinued operations or activities held for sale are presented on specific lines of the consolidated financial statements.

As of December 31, 2019, activities held for sale corresponded to the Rubis Terminal business.

In accordance with IFRS 5:

•	the groups of assets and liabilities held for sale were presented on separate lines of the balance sheet as of December 31, 2019;

•	the net income of the Rubis Group reported for the year ended December 31, 2019 includes the net contribution of the Rubis Terminal entities on a single line of the income statement, “Net income from assets held for sale”;

•	the contribution to the Group’s consolidated earnings and cash flows up to the date of loss of control is presented below.

INCOME STATEMENT ITEMS – ASSETS HELD FOR SALE
(RUBIS TERMINAL CONTRIBUTION, JANUARY 1 TO APRIL 30, 2020)

	12/31/2020	12/31/2019
(in thousands of euros)	(4 months)	(12 months)
Sales revenue	104,711	305,688
EBITDA	25,321	88,120
EBIT	25,206	49,874
Share of net income from joint ventures	2444	4,170
Cost of net financial debt	(2,801)	(6,045)
Corporate income tax	(6,261)	(13,904)
Net income	18,185	31,795

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CONSOLIDATED CASH FLOWS – ASSETS HELD FOR SALE

	12/31/2020	12/31/2019
(in thousands of euros)	(4 months)	(12 months)
Cash flows related to operating activities	38,165	76,016
Cash flows related to investing activities	(56,043)	(69,897)
Cash flows related to financing activities	(16,885)	(15,788)
Change in cash and cash equivalents	(34,316)	(9,277)

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		•

NOTE 4.

Notes to the balance sheet

4.1 PROPERTY, PLANT AND EQUIPMENT AND RIGHT-OF-USE ASSETS

4.1.1 PROPERTY, PLANT AND EQUIPMENT

	Accounting policies

	The gross amount of property, plant and equipment corresponds to its acquisition cost.

	Maintenance and repair costs are recorded as expenses as soon as they are incurred, except for those, posted as fixed assets, incurred to extend the useful life of the property.

	Depreciation is calculated according to the straight-line method for the estimated useful life of the various categories of fixed assets, as follows:

		Duration
	Buildings	10 to 40 years
	Technical facilities	10 to 20 years
	Equipment and tools	5 to 30 years
	Transportation equipment	4 to 5 years
	Facilities and fixtures	10 years
	Office equipment and furniture	5 to 10 years
	Borrowing costs are included in fixed asset costs when significant.

No indication of impairment was identified as of December 31, 2020, as property, plant and equipment continued to be used throughout the year.

Gross value		Change			Reclassifi-	Translation
(in thousands of euros)	12/31/2019	in scope	Acquisitions	Disposals	cations	differences	12/31/2020
Other property, plant and equipment	286,175	1,258	15,807	(4,416)	4,319	(13,164)	289,979
Prepayments and down payments on property, plant and equipment	1360		6,079	(287)	595	(663)	7,084
Assets in progress	132,054		104,521	(544)	(74,835)	(3,223)	157,973
Machinery, equipment and tools	1,566,219	12,807	59,660	(29,390)	50,368	(45.034)	1,614,630
Land and buildings	530,233	12,164	25,838	(9,246)	17,078	(12,497)	563,570
TOTAL	2,516,041	26,229	211,905	(43,883)	(2,475)	(74,581)	2,633,236

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Depreciation		Change			Reclassifi-	Translation
(in thousands of euros)	12/31/2019	in scope	Increases	Disposals	cations	differences	12/31/2020
Other property, plant and equipment	(146,388)	(2,405)	(14,458)	3862	358	5,302	(153,729)
Facilities and equipment	(1,051,003)	(5,272)	(68,055)	27,813	513	20,812	(1,075,192)
Land and buildings	(250,739)	(947)	(15,239)	8,826	(870)	2,956	(256,013)
TOTAL	(1,448,130)	(8,624)	(97,752)	40,501	1	29,070	(1,484,934)
NET VALUE	1,067,911	17,605	114,153	(3,382)	(2,474)	(45,511)	1,148,302

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The main changes in scope correspond as follows:

•	the acquisition of Gulf Energy in the gross amount of €25.5 million and €8.6 million in depreciation;

•	the downward revision of the fair value of the assets acquired and liabilities assumed of the KenolKobil Group in the gross amount of €0.8 (adjustment made during the price allocation period).

	RUBIS – 2020 UNIVERSAL REGISTRATION DOCUMENT	222
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4.1.2 RIGHT-OF-USE ASSETS (IFRS 16)

Accounting policies

IFRS 16 defines the right of use conveyed by a lease as an asset which represents the lessee’s right to use the underlying asset for a given period. This right-of-use asset is recognized by the Group as of the effective date of the lease (when the asset becomes available for use).

The Group adopted the following exemptions under the standard:

• leases with a remaining term of less than 12 months did not give rise to the recognition of an asset or liability;

• leases related to low-value assets were excluded.

The discount rates used to value rights of use were determined based on the Group’s incremental borrowing rate, plus a spread to reflect the specific economic environments of each country. These rates are defined according to the asset service lives.

The right-of-use asset is measured at cost, which includes:

• the initial amount of the lease liability;

• the advance payments made to the lessor, net of any benefits received from the lessor;

• the significant initial direct costs incurred by the lessee for the conclusion of the lease, i.e. the costs that would not have been incurred if the lease had not been entered into;

• the estimated cost of any dismantling or restoration of the leased asset in accordance with the terms of the lease, where appropriate.

The depreciation is booked on a straight-line basis over the term of the lease and is recognized as an expense in the income statement. The right-of-use asset is impaired if there is any indication of loss in value.

The lease term is the non-cancelable period during which the lessee has the right to use the underlying asset, after taking into account any renewal or termination options that the lessee is reasonably certain to exercise.

Fixed assets financed through finance leases (signed before January 1, 2019) are now presented as “Right-of-use assets”. The corresponding liability is now recognized as a “Lease liability”.

Gross value		Change			Translation
(in thousands of euros)	12/31/2019	in scope⁽¹⁾	Acquisitions⁽²⁾	Disposals	differences	12/31/2020
Other property, plant and equipment	358		311		(40)	629
Transportation equipment	47,773		10,023	(6,837)	(3,437)	47,522
Machinery, equipment and tools	19,314		1,070	(1,325)	733	19,792
Land and buildings	144,490	12,126	26,567	(2,397)	(11,071)	169,715
TOTAL	211,935	12,126	37,971	(10,559)	(13,815)	237,658

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Depreciation		Change			Translation
(in thousands of euros)	12/31/2019	in scope	Increases	Disposals	differences	12/31/2020
Other property, plant and equipment	(175)		(197)	(15)	23	(364)
Transportation equipment	(8,193)		(20,984)	4,097	(392)	(25,472)
Machinery, equipment and tools	(6,312)		(2,418)	1,304	999	(6,427)
Land and buildings	(14,633)	(486)	(14,505)	1,251	1,520	(26,853)
TOTAL	(29,313)	(486)	(38,104)	6,637	2,150	(59,116)
NET VALUE	182,622	11,640

7.1 2020 consolidated financial statements and notes

Consolidated balance sheet

Consolidated income statement

Statement of other comprehensive income

Consolidated statement of changes in shareholders’ equity

Consolidated statement of cash flows

Notes to the consolidated financial statements for the year ended December 31, 2020

Notes to the consolidated financial statements
for the year ended December 31, 2020