BELFIUS FINANCING COMPANY S.A. SOCIETE ANONYME. Report on the interim accounts on June 30 th, 2014

Transcription

1 BELFIUS FINANCING COMPANY S.A. SOCIETE ANONYME Report on the interim accounts on June 30 th, , rue de l Industrie L-8399 Windhof R.C.S. Luxemburg: B

2 Responsibility Statement The Board of Directors of Belfius Financing Company S.A. (the Company ) wants to state: That the semi-annual financial statements on June 30 th, 2014, as signed by us on August 26 th, 2014, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; That the semi-annual report on June 30 th, 2014, as signed by us on August 26 th, 2014, gives a true and fair view of, on one hand, the position as per the balance sheet dated June 30 th, 2014 and, on the other hand, the development during the financial period of the Company. In the meantime, a description of principal risks it faces is given. Luxemburg, August 26 th, 2014 For the Board of Directors : Dirk GYSELINCK Director of category A Chairman of the Board Christoph FINCK Director of category B

3 TABLE OF CONTENTS Page Interim accounts on June 30 th, Report of the Board of Directors 2 Unaudited Financial statements 7 Balance sheet on June 30 th, Profit and loss account on June 30 th,

4 Report of the Board of Directors Description and principal activity of the Company Belfius Financing Company S.A. ( the Company ) is a wholly-owned subsidiary of Belfius Bank N.V./S.A., Brussels, Belgium, which is the parent company. On October 29 th, 2010, the Company transferred its registered office from Grand Cayman, the Cayman Islands to Luxemburg, Grand-Duchy of Luxemburg and adopted the Luxemburg law form of a Société Anonyme for an unlimited period. Its registered office is established in the municipality of Koerich, at rue de l Industrie 20, 8399, Windhof, Grand-Duchy of Luxemburg. Since May 7 th, 2014, the Company merged with Belfius Funding N.V., a company incorporated under Dutch Law. In this merger, Belfius Funding N.V. ceased to exist by way of absorption of Belfius Funding N.V. by Belfius Financing Company S.A. The shares in the capital of both Belfius Funding N.V. and Belfius Financing Company S.A. were held by the same (sole) shareholder, Belfius Bank N.V. According to Article 4 of its Articles of Association, the purpose of the Company is: (a) to hold shareholdings and stakes, in any form whatsoever, in any commercial, industrial, financial or other Luxemburg or foreign company or undertakings, as well as to manage and optimise these stakes, (b) to acquire by way of participations, contributions, guarantees, acquisitions or options, negotiation or any other means, securities, rights, patents, licenses and other assets, provided the Company considers it appropriate to do so, and in general to hold, manage, optimise, sell or transfer the aforementioned, in whole or in part; (c) to take part in commercial, financial or other transactions and to grant to any holding company, subsidiary, associated or affiliated company or any other company belonging to the same corporate group as the Company any financial assistance, loan, advance or guarantee; (d) to borrow, raise funds by any means whatsoever (including without limitation the issuance of preferred equity certificates (PECs) (nonconvertible or convertible into shares), loans, bonds, acknowledgements of debt and any other form of debt or type of instrument) and to ensure the reimbursement of any borrowed amount; to perform all operations directly or indirectly related to this purpose. The Company may grant pledges, guarantees, liens, mortgages and any other type of security (surety), as well as any form of compensation, to Luxemburg or foreign entity(ies) in relation with its own obligations and debts, or in relation with the obligations and debts of subsidiaries, associated or affiliated companies or any company belonging to the same corporate group. The Company may acquire immovable property located abroad or in Luxemburg. The Company may moreover perform any commercial, technical or financial transactions, involving movable or immovable property, which are directly or indirectly related to the abovementioned purpose. The Company is registered in the Trade and Companies Register in Luxemburg (RCSL) under file number B The current debt issuance programs of the Company are : a) Long Term : Notes Issuance Program (NIP) The limit of the Notes Issuance Program amounts to EUR The debt securities issued under this Program are guaranteed by Belfius Bank S.A./N.V. and have a minimum maturity of one month (no maximum maturity). Notes may be issued on a senior or a senior subordinated basis. The Notes will not be listed and are governed by Belgian law. 2

5 b) Short Term : Euro Commercial Paper Program (ECP) The Company implements a program of Euro-Commercial Paper amounting to maximum EUR These debt securities issued under this Program are guaranteed by Belfius Bank S.A./N.V. and have a minimum maturity of one day and a maximum maturity of 364 days. Risks Belfius Bank N.V./S.A. ( Belfius Bank ) guarantees the debt securities issued by Belfius Financing Company. The financial and market risks are limited considering that the issues of the Company are hedged by the loans to Belfius Bank. As a result of this, the risk is concentrated in the fact that Belfius Bank is the sole counterparty of the Company. The quality and transparency of Belfius Bank mitigate this risk. Belfius Bank has a credit rating of A- (negative outlook) / Baa1 (negative outlook) / A- (negative outlook) (respectively by Standard & Poor s, Moody s and Fitch). The organization chart below shows a simplified view of the actual structure of Belfius Bank. FHIC Belfius Bank Belfius Insurance Crefius Belfius Auto Lease Belfius Lease Belfius Commercial Finance Belfius Financing Company 100% 100% 100% 100% 100% 100% The Belgian State owns through its Federal Holding and Investment Company NV/SA (FHIC) 100% of Belfius Bank. Operating Results The operating profit of the Company for the first semester 2014 is EUR , meaning a result after taxation of EUR This result includes the short term activities (ECP) since the beginning of the year, but for the new long term funding activities in relation with the Notes Issuance Program (NIP), the result is only incorporated from May 1 st, 2014 (after the merger). The result regarding NIP activities realised during the four first months of this year (i.e. before the merger) have already been accounted in profits brought forward of the Company. Capital Resources The capital of the Company amounts to EUR (H1 2013: EUR ) divided into 251 shares without nominal value entirely subscribed by Belfius Bank of which EUR had been paid up. The profits brought forward amount to EUR Other legal requirements The Company employs 2 people (1,5 FTE) 3

6 Future Outlook After the merger of May 7 th, 2014, Belfius Financing Company will further develop the issuance of debt instruments under the Notes Issuance Program and also will continue to issue under the Euro Commercial Paper Program. The Company has no immediate intention to make additional changes to its business. The Company will enter into new funding agreements in the future, subject to developments in capital markets. Issues under the Notes Issuance Program New issues 2014 under the Notes Issuance Program per June 30 th, 2014 During the first semester of 2014, the Company has issued 38 notes under the Notes Issuance Program (23 with Belfius Funding as issuer, before the merger, and 15 with Belfius Financing Company as issuer, after the merger). The list of these notes is as follow : Before the merger (issue date from 01/01/2014 to 07/05/2014): Series NIP Issue Name Emetteur Currency Nominal amount Belfius Funding (Nl) Autoswitchable 2 Belfius Funding EUR 19,219, Belfius Funding (Nl) Optimal Performance 4 Belfius Funding EUR 5,421, Belfius Funding (Nl) Active Interest Notes Belfius Funding EUR 114,348, Belfius Funding (Nl) Index Linked Notes 2 Belfius Funding EUR 2,071, Belfius Funding (Nl) Best Portfolio Belfius Funding EUR 7,619, Belfius Funding Step Up due 7 January 2019 Belfius Funding EUR 59,050, Belfius Funding Fixed Rate Note 2.95% due 8 January 2024 Belfius Funding EUR 48,750, Belfius Funding (Nl) Stock Ladder 1 Belfius Funding EUR 7,957, Belfius Funding (Nl) Active Interest Notes 2 Belfius Funding EUR 198,154, Belfius Funding (Nl) Autoswitchable 3 Belfius Funding EUR 25,734, Belfius Funding (Nl) Best Portfolio 2 Belfius Funding EUR 16,192, Belfius Funding (Nl) Optimal Performance 5 Belfius Funding EUR 7,719, Belfius Funding Step Up due 7 February 2019 Belfius Funding EUR 49,000, Belfius Funding Fixed Rate Note 2.90% due 7 February 2024 Belfius Funding EUR 31,200, Belfius Funding (Nl) Active Interest Notes 3 Belfius Funding EUR 65,295, Belfius Funding (Nl) Active Interest Notes 4 Belfius Funding EUR 99,014, Belfius Funding (Nl) Autoswitchable 4 Belfius Funding EUR 35,206, Belfius Funding (Nl) Best Portfolio 3 Belfius Funding EUR 19,069, Belfius Funding (Nl) Active Interest Notes 5 Belfius Funding EUR 21,604, Belfius Funding (Nl) Active Interest Notes 6 Belfius Funding EUR 46,025, Belfius Funding (Nl) Autoswitchable 5 Belfius Funding EUR 21,659, Belfius Funding (Nl) Best Portfolio 4 Belfius Funding EUR 13,992, Belfius Funding (Nl) Active Interest Notes USD Belfius Funding USD 23,776, After the merger (issue date from 07/05/2014 to 30/06/2014): Series NIP Issue Name Emetteur Currency Nominal amount Belfius Financing Company (LU) Step Up due 7 May 2018 BFC EUR 33,150, Belfius Financing Company (LU) Active Interest Notes 1 BFC EUR 9,546, Belfius Financing Company (LU) Multi Callable 1 BFC EUR 5,681, Belfius Financing Company (LU) Active Interest Notes 2 BFC EUR 24,789, Belfius Financing Company (LU) Autoswitchable 1 BFC EUR 7,500, Belfius Financing Company (LU) Active Interest Notes USD BFC USD 30,780, Belfius Financing Company (LU) NZD 4.625% due 8 May 2017 Second Tranche BFC NZD 15,000, Belfius Financing Company (LU) NZD 4.625% due 8 May 2017 BFC NZD 50,000, Belfius Financing Company (LU) Top Funds Coupon BFC EUR 7,202, Belfius Financing Company (LU) Active Interest Notes 3 BFC EUR 29,248, Belfius Financing Company (LU) Multi Callable 2 BFC EUR 21,720, Belfius Financing Company (LU) Top Funds Coupon 2 BFC EUR 7,232, Belfius Financing Company (LU) Tactical Autoswitchable 1 BFC EUR 4,877, Belfius Financing Company (LU) Active Interest Notes USD 2 BFC USD 19,892, Belfius Financing Company (LU) NZD 5% due 20 June 2019 BFC NZD 50,000, Belfius Financing Company Step Up due 20 June 2018 BFC EUR 42,115, For the remaining part of 2014, the Company will continue to issue if market conditions are favourable. 4

7 Subsequent events under the Notes Issuance Program (issue date after 30 June 2014) From July 1 st, 2014 until August 25 th, 2014, the Company has issued 7 notes under its Notes Issuance Program. The list of these Notes is the following: Series NIP Issue Name Emetteur Currency Nominal amount Belfius Financing Company (LU) Active Interest Notes 4 BFC EUR 50,749, Belfius Financing Company (LU) Euro Multi Callable 3 BFC EUR 45,730, Belfius Financing Company (LU) Best Portfolio 1 BFC EUR 7,438, Belfius Financing Company (LU) Tactical Autoswitchable 2 BFC EUR 7,727, Belfius Financing Company (LU) Active Interest Notes USD 3 BFC USD 19,874, Belfius Financing Company (LU) NOK 2.375% due 8 August 2019 BFC NOK 100,000, Belfius Financing Company (LU) Liquidity BFC EUR 15,000, The proceeds of the issued notes are fully lent on to Belfius Bank. Issues under the Euro Commercial Paper Program Outstanding under the Euro Commercial Paper Program per 30 June 2014 Under the Euro Commercial Paper Program (ECP) the Company has outstandings per June, 30 th 2014 for an amount of EUR 571 mios. The evolution since December 2013 and a more detailed view per currency can be found in the table below: Short term issuance has become even more challenging after the ECB announced changes in its monetary policy on June 5 th, including a rate cut and a negative deposit rate. For the second half of 2014, the Company aims to gradually increase outstandings in Euro Commercial Paper. Corporate Governance The Board of Directors gives the required attention to the subject. If appropriate or required, the Corporate Governance will be adjusted and improved. By doing so, the Company shall and will respect all the Luxemburg rules and regulations applicable to companies issuing debt securities, having no voting rights, on the regulated market of the Luxemburg stock Exchange. The Company respects, among others, the obligations of the Transparency Act. If necessary, the Articles of Association of the Company will be adapted accordingly to these requirements. 5

8 Audit Committee In accordance with the European Directive 2006/43/EC and Article 74 of the Audit Act, the Company has an audit committee. The audit committee shall, in accordance with the Audit Act, exercise, inter alia, the followings : monitor the financial reporting process; monitor the effectiveness of the Company s internal control, internal audit and, where applicable, risk management systems; monitor the statutory audit of the annual and consolidated accounts; and review and monitor the independence of the statutory auditor and in particular, with respect to the provision of any additional services to the company. At least one member of the Audit committee shall be independent and shall have competencies in accounting and or auditing. Mr. Christoph Finck is independent member of the Audit committee and has the required competences. Luxemburg, August 26 th, 2014 For the Board of Directors : Dirk GYSELINCK Director of category A Chairman of the Board Christoph FINCK Director of category B 6

9 Unaudited Financial statements Balance sheet on June 30 th, 2014 Profit and loss account on June 30 th,

10 Belfius Financing Company S.A. BALANCE SHEET On June 30 th, 2014 (expressed in EUR) 8

11 Belfius Financing Company S.A. BALANCE SHEET On June 30 th, 2014 (expressed in EUR) 9

12 These interim accounts have been prepared in accordance with generally adapted accounting principles and in accordance with the laws and regulations in force in the Grand-Duchy of Luxemburg. 10

13 Signing of the interim financial statements Luxemburg, August 26 th, 2014 For the Board of Directors : Dirk GYSELINCK Director of category A Chairman of the Board Christoph FINCK Director of category B 11