Groupe Bruxelles Lambert

29 July 2011 – After 17:45

Regulated information
Half-yearly Report

 

GBL's Board of Directors approved on 29 July 2011 the Group's IFRS consolidated financial statement for the first six months of 2011. This financial statement, which begins on page 8, was drawn up in conformity with IAS 34 – Interim financial reporting – and was put through a limited review by the Group's statutory auditor, Deloitte.

 

Consolidated net earnings, Group's share, stood at EUR 416 million on 30 June 2011, an increase of EUR 119 million compared with the end of June 2010. This trend (+ 40 %) primarily reflects the first-time entry in the accounts, on 30 June, of a 2011 quarterly dividend from Total (EUR 46 million) and capital gains on private equity disposals in 2011 (EUR 29 million). In contrast, in 2010, GBL registered an impairment of EUR 20 million on Iberdrola.

 

Cash earnings amounted to EUR 326 million on 30 June 2011, compared with EUR 362 million for the same period in 2010. Excluding the contributions by Total, GDF SUEZ and Pernod Ricard to cash earnings, which remain stable from one year to the next, the additional dividends collected on the newly acquired 25.6 % stake in Imerys partially offset the decline in the Lafarge dividend. GBL also reversed during the first quarter the interest rate swap set to expire in early 2013 (EUR 500 million), disbursing EUR 16 million from cash earnings. This transaction nevertheless had a positive impact on the consolidated results in the light of the cancellation of the provision on this instrument.

Cash position: GBL invested EUR 1,174 million in its portfolio during the first half of the year. EUR 1,087 million were invested in Imerys, raising the Group's share from 30.7 % to 56.2 %. GBL also raised its holding in Arkema (6.1 % stake on 30 June). In private equity, Ergon Capital Partners III acquired the publishing group De Boeck. GBL also collected EUR 37 million from PAI/Sagard on the disposal of various holdings.

Taking account of these investments and of the collection of dividends in the first half of the year, GBL's net debt at end June stood at around EUR 800 million. This does not include the Group's potential private equity commitments (estimated at around EUR 400 million). GBL finances this debt as from the beginning of July by drawing on its lines of bank credit with maturities of one and three years.

GBL's adjusted net assets on 22 July 2011 stood at EUR 81.88 per share, compared with EUR 88.77 at the end of December 2010. Its closing share price was EUR 60.39. The EUR 2.54 decrease in the share price compared with the end of December is identical to the 2010 coupon paid last April.

* * *

 

1.      GBL’s portfolio and adjusted net assets at 22 July 2011

The number of issued shares currently stands at 161,358,287.

At the end of July, GBL had cash holdings of more than EUR 150 million, including the EUR 84 million collected during the month from Lafarge, Pernod Ricard and Iberdrola. Near-cash and valuation of its 3.8 % treasury shares amount to around EUR 460 million. Its debt consists in the 2017 bond issue (EUR 350 million), drawings on credit lines (EUR 750 million) and GBL exchangeable bonds 2012 net of buy-backs, i.e. EUR 236 million. These different elements add up to net cash holdings of EUR - 728 million.

 

2.         Half-yearly IFRS consolidated results (economic presentation)

As a result of its majority holding in Imerys and of the latter's full consolidation as an operating company, GBL is obliged to alter the presentation of its IFRS consolidated financial statement. For the sake of continuity, GBL will maintain the economic presentation of its income statement while including therein GBL's IFRS net result. Since this breakdown no longer complies with the requirements of IAS 1 – Presentation of financial statements, a new report drawn up in conformity with IAS 34 is added. It begins on page 8.

 

The weighted average number of shares used to calculate earnings per share basic is 155,258,843 (155,186,234 on 30 June 2010); for earnings per share diluted, the number is 158,288,363 (159,398,376 on 30 June 2010).

 

2.1.           Cash earnings (EUR 326 million compared with EUR 362 million)

 

 

Net dividends on shareholdings in the first half of the year decreased by EUR 27 million compared with 2010. This reflects the combined impact of: 

·       stable contributions from Total and GDF SUEZ (balance of 2010 dividend) and a slightly higher contribution from Pernod Ricard, with these three making up more than half the dividends collected by GBL;

·       the additional dividend (EUR 28 million) resulting from the acquisition in early April of a further 25.6 % stake in Imerys, offsetting the decline to EUR 1 per share of the Lafarge payout, which represents some EUR 60 million for GBL.

In addition, the "Mark to market and other non-cash" heading in the consolidated accounts to 30 June includes, pursuant to IFRS requirements, Total's 2011 interim dividend. This payout was decided by Total's Board of Directors on 28 April 2011 in accordance with its new policy of distribution of a quarterly dividend. This dividend of EUR 0.57 per share represents EUR 46 million for GBL and will be paid on 22 September.

Interest expenses amounted to EUR - 9 million and include the half-yearly charge related to the 2017 bond issue (EUR 350 million) finalised at the end of June 2010 as well as the cost of financing the acquisition in 2011 of the additional stake in Imerys for an amount of more than EUR 1 billion.

Other financial income and expenses amounted to EUR 2 million. They are primarily made up of the cost of the reversal of the interest rate swap, offset by the dividends collected on treasury shares. 

Other operating income and expenses remained of around EUR 11 million.

2.2.           Mark to market and other non cash (EUR 53 million compared with EUR - 25 million)

 

 

On 30 June 2011, this heading mainly comprises the 2011 interim dividend paid by Total (EUR 46 million), the reversal of provision on the interest rate swap (EUR 20 million) and the elimination of the dividend on treasury shares (EUR - 16 million).

2.3.           Operational companies (associated or consolidated) and private equity (EUR 149 million compared with EUR 124 million)

 

The net result of consolidated associated and operating companies stood at EUR 120 million, compared with EUR 125 million for the same period in 2010:

 

Lafarge (EUR 55 million compared with EUR 83 million)

The first six months of 2011 featured a sustained increase in volumes on most emerging markets, contrasting trends on developed markets and sharp cost inflation that cut into earnings.

Consolidated turnover for the quarter amounted to EUR 7,973 million, a 3 % increase. Volumes improved in all branches under the combined effect of sustained dynamism on emerging markets and overall positive volumes in northern European countries, although the still timid recovery in the construction sector in North America and the continuing economic difficulties in southern Europe restrained sales. Prices were healthy in the aggregates and concrete and gypsum branches. The cement business showed progress over the levels of the last quarter of 2010, but its prices were still slightly below levels registered in the first half of 2010.

 

Over the same period, current operating income dropped from EUR 1,072 million to EUR 926 million (15 % decrease at comparable group structure and exchange rates) and the higher volumes and cost-cutting measures only partially offset for the impact of high cost inflation.

 

Net earnings, Group's share, amounted to EUR 260 million compared with EUR 393 million for the first half of 2010, a period during which Lafarge realized an exceptional capital gain of EUR 160 million on the disposal of Cimpor shares.

 

The group also actively pursued its debt reduction measures aimed at shrinking net debt by EUR 2 billion by the end of 2011. Lafarge confirmed the continuation of its EUR 200 million cost-cutting plan for 2011, with reductions of EUR 100 million achieved at the end of June 2011. The group also announced the disposal of certain of its assets in the United States in May 2011, as well as plans for the sale of its gypsum activities in Europe, Latin America and Australia in July 2011, with all these transactions bringing in a total of EUR 1.5 billion.

 

Based on a 21.1 % share in equity, Lafarge contributed EUR 55 million to GBL's half-year result for 2011, compared with EUR 83 million in June 2010.

Imerys (EUR 69 million compared with EUR 37 million)

During the first half of 2011, Imerys's end markets showed strong growth compared with the same period last year, which had nevertheless been stimulated by inventory renewal measures among certain customers.

The six-month period featured strong currency volatility and tensions on raw materials and energy markets, resulting in rising costs.

Now that the main suspensive conditions have been lifted, Imerys is set to acquire 100 % of Talc de Luzenac from Rio Tinto on 1 August. With annual production of 1 million tons, Talc de Luzenac is the global leader in talc processing with a 15 % market share and realised in 2010 a turnover of almost USD 395 million. This acquisition, worth USD 340 million (EUR 232 million) is set to be paid in cash. Talc de Luzenac will be fully consolidated from 1 August 2011.

Turnover for the first half of 2011 amounted to EUR 1,807 million (+ 11.4 % over the first half of 2010). At comparable group structure and exchange rates, the increase in turnover adds up to 12.2 % over the first six months of 2010. The particulary strong growth in the first quarter continued during the second quarter despite an unfavourable comparision with second quarter 2010 as clients renewed inventories. Sales volumes are growing and the price/product mix component has improved.

Current operating income grew by EUR 44 million over the first half of 2010, totalling EUR 253 million at the end of June 2011. The price/product mix component has covered the overall increase in variable costs related primarily to inflation in raw materials, intermediates and energy.

Net result, Group's share, increased by 28.5 % to EUR 155 million on 30 June 2011.

The contribution by Imerys to GBL's half-yearly result amounted to EUR 69 million in 2011 compared with EUR 37 million in 2010. Imerys continued to be placed at equity at the level of 30.7 % in the first quarter of 2011 (EUR 22 million). From 1 April, it was fully consolidated and thus contributed EUR 47 million (56.2 % of its net result).

Ergon Capital Partners / Ergon Capital Partners II (ECP) (EUR - 5 million compared with EUR 6 million)

ECP's contribution to GBL's result stood at EUR - 5 million compared with EUR 6 million on 30 June 2010. This decline resulted essentially from the evolution of the book valuations of its portfolio.

 

 

Earnings on disposals, impairments and reinstatements of non-current assets essentially include capital gains realized (EUR 29 million) on the disposal of various assets of PAI Europe III and Sagard.

 

2.4.           Eliminations, capital gains, impairments and reinstatements (EUR - 112 million compared with EUR - 164 million)

 

In previous years and in keeping with IFRS requirements, GBL entered EUR 658 million in total impairments on its interests in Pernod Ricard and Iberdrola. Stock market developments as of 30 June 2011 resulted in an unrealized gain of EUR 741 million on these holdings. This unrealized gain may nevertheless not be entered as a reversal of impairment under IFRS rules as they apply to available-for-sale assets.

On 31 December 2008, GBL recorded an impairment of EUR 1,092 million on Lafarge and, at the end of September 2009, entered a partial reversal of impairment of EUR 650 million. As was the case on 31 December 2010, a review of the calculation of Lafarge's valuation did not result in any change in value on 30 June 2011.

Net dividends on operating interests (associated or consolidated companies) are eliminated and represent EUR 112 million from Lafarge and Imerys.

 

3.      Risk factors

Each of the broad divisions of the portfolio held by GBL is exposed to specific risks that are detailed in the Group's Annual Financial Report on 31 December 2010 (p. 110), which refers readers seeking further information to the websites of the holdings.

The risks specific to GBL on 31 December 2010 are described in the GBL Annual Financial Report (p. 110-111). GBL will remain subject to the same risks during the latter part of 2011.

4.      Outlook for 2011

Most net dividends on investments, which make up GBL's cash earnings, are collected during the first half of the year. For the remainder of the year, GBL expects to receive interim dividends or balances essentially from Total, GDF SUEZ, Pernod Ricard and Iberdrola, to be approved by their respective management bodies.

The consolidated result will also take account of the evolution of the performances of the operating companies (associated and consolidated, i.e. Lafarge, Imerys and the private equity division), which are themselves dependent on economic developments, as well as adjustments to the fair value of financial instruments and any impairments/reversals on the portfolio.

Results for the third quarter (30 September) will be published on 4 November 2011.

 

Consolidated statement of comprehensive income

 

Consolidated balance sheet

 

 

 

Consolidated statement of changes in shareholders’ equity

 

Shareholders' equity was impacted during the first quarter of 2011 mainly by:

- the transaction on Imerys, detailed in note 1.1., which had a total impact of EUR 297 million;

- the distribution on 19 April 2011 of a gross dividend of EUR 2.54 per share (EUR 2.42 in 2010). Taking account of the 6,099,444 treasury shares held by GBL on 30 June 2011 (number unchanged from 31 December 2010), this concerns a total of EUR 394 million, deducted from the non-distributed result;

- the evolution of the fair value of GBL's portfolio of available-for-sale investments (detailed in note 8.1);

- negative changes in exchange adjustment; and

- the consolidated result for the period

Consolidated cash flow statement

The consolidated cash flow statement for 2011 is altered significantly by the transaction on Imerys (see note 1.1.).

Notes

Accounting principles and seasonal aspect

 

The consolidated financial statement is drawn up in accordance with International Financial Reporting Standards (IFRS) as adopted in the European Union and the interpretations published by the International Financial Reporting Interpretations Committee of IASB (IFRIC).

 

The consolidated financial statement for the half-year ended 30 June 2011 is in conformity with lAS 34 – Interim Financial Reporting.

 

The accounting and calculation methods used in the interim financial statement are identical to those used in the Annual Financial Report for 2010, apart from the change of accounting method for the treatment of actuarial differences on post-employment employee benefits (see below) and the introduction of the following standards and interpretations:

 

- Improvements to IFRS (May 2010);

- Amendments to IAS 24 – Related party disclosures;

- Amendments to IAS 32 – Presentation of financial instruments;

- IFRIC 19 interpretation  – Extinguishing financial liabilities with equity instruments; and

- Amendments to IFRIC 14 IAS 19 interpretation – The limit on a defined benefit asset, minimum funding requirements and their interaction – Prepayments of minimum funding obligations

 

These amendments and new interpretation didn’t have a major impact on the consolidated statements of GBL

 

GBL and Imerys introduced in 2011 a change in accounting method for the treatment of actuarial differences on employee benefits IAS 19 – Employee Benefits authorises the recording of actuarial differences on employee benefits either in profit and loss or in shareholders' equity (other comprehensive income). The revised standard published by the IASB in June 2011 and applicable in 2013 abolishes the profit and loss option. GBL and Imerys, which had used this option and applied it in accordance with corridor method, therefore decided in the framework of the existing standard to use immediate recording of all actuarial differences in shareholders' equity without subsequent reclassification in profit and loss. By choosing this option, Imerys improves the intelligibility of assets and liabilities related to employee benefits through a significant reduction in off-balance sheet items and brings about a change in its accounting principles that is consistent with the choices of the IASB and of the majority of significant listed issuers. This change of accounting method was applied retrospectively from 1 January 2009.   The impact on shareholders' equity is limited and the total amount on 31 December 2010 stood at EUR – 20 million.

 

Furthermore, the acquisition of a controlling share in Imerys, detailed in note 1.1., has had the effect of obliging GBL to adopt new accounting methods that were not applicable by GBL in the past because they concern operating activities. The principal new accounting methods concern tangible assets and inventory. These accounting methods are described at length in the Imerys Annual Report dated 31 December 2010, which can be consulted on the company's website www.imerys.com.

 

As a result of its acquisition of a controlling share in Imerys and its development of private equity activities, GBL changed the presentation of its financial statement in order to comply with the requirements of IAS 1 – Presentation of financial statements. From now on, the consolidated income statement will mention separately:

- items of income from investment activities, which will include the transactions of GBL and its subsidiaries of which the principal aim is the management of shareholdings. This includes the private equity activities such as the PAI Europe III and Sagard investment funds, the companies ECP I, ECP II and ECP III, as well as income from associated operating companies (Lafarge during the first half of 2011 and Imerys during the first quarter of 2011) and of non-consolidated operating companies (Total, GDF SUEZ, etc.); and

- items of income from consolidated operating activities, i.e. from consolidated operating companies (De Boeck and ELITech groups, as well as Imerys from 1 April 2011).

 

The presentation of the consolidated balance sheet and of the consolidated cash flow statement has been modified to take account of the changes that occurred in the Group in 2011. The figures presented for comparison have also been reclassified in order to respect these new presentations.

 

The seasonal nature of the results is detailed in the outlook for the year 2011 as a whole.

1.      Changes in group structure

 

1.1. Imerys

 

On 8 April 2011, GBL group acquired from Pargesa an additional 25.6 % share in Imerys, raising its interest in this company from 30.7 % to 56.3 %. Consequently, Imerys was consolidated under the equity method until 31 March 2011 and fully consolidated from 1 April 2011.

 

This acquisition of a controlling share corresponds to the definition of a business combination, in principle addressed by IFRS 3 – Business combinations, which imposes application of the "acquisition method" whereby Imerys's identifiable assets and liabilities should be revalued at their fair value on the date of acquisition in GBL's consolidated financial statement. Furthermore, under this method, the previous holding of 30.7 % should also be revalued at its fair value, with a cross-entry in the income statement. Lastly, total goodwill generated on this transaction should be allocated to Imerys's identifiable assets and liabilities.

 

However, IFRS 3 excludes from its scope combinations of businesses under common control, i.e. ultimately controlled by the same parties both before and after the business combination. Since no other IFRS provision specifically addresses this type of transaction, the accounting method adopted by GBL consists of treating it as an internal transaction within the group (i.e. Pargesa/GBL): consequently, revaluation is not mandatory and the assets and liabilities acquired are recorded by GBL at their book value as recorded by Imerys.

 

In practical terms,

 

- the 25.6 % share acquired was valued at Imerys's share of consolidated equity on 1 April 2011 (i.e EUR 27.8/share). The difference between the price paid (EUR 56.2/share) and this share was recorded as a deduction from GBL's consolidated shareholders' equity for the amount of EUR 550 million; and

- the value of the 30.7 % share previously held was also aligned with Imerys's consolidated shareholders' equity as of 1 April 2011. Accordingly, the pre-existing goodwill on these shares for the amount of EUR 95 million was also recorded as a deduction from GBL's consolidated shareholders' equity.

 

No income is consequently recorded on the acquisition of the Imerys shares from Pargesa, contrary to what is stated in the press release of 21 March 2011.

 

This treatment presents a number of advantages. First, it enables GBL to include in its accounts Imerys's results as published by the company, without pre-consolidation adjustment, thus assuring the reliability and consistency of the information. It also assures swifter publication of GBL's accounts and spares the group having to carry out various calculations such as the revaluation of assets or liabilities or possible impairment tests, which Imerys is in the best position to carry out itself.

 

 

Imerys's assets and liabilities as well as the impact of the transaction break down as follows:

 

 

1.2. De Boeck

 

Ergon Capital Partners III acquired, on 19 April 2011, De Boeck Group ("De Boeck"), Belgian leader in the publication of school books as well as university, legal and business publications. The group operates at six sites in Belgium, Luxembourg and France. De Boeck is fully consolidated in GBL's accounts. GBL holds a 92 % interest in De Boeck.

 

De Boeck's balance sheet on 31 March 2011 was used as the opening position.

 

The goodwill generated on the transaction amounted to EUR 14 million and the net cash movement transferred with the acquisition amounted to EUR 17 million. This acquisition was recorded provisionally, as authorised by IFRS 3. Consequently, adjustments will be made in the next balance sheet at the time of finalisation of the acquisition accounts.

 

2.      Information by sector

IFRS 8 – Operating segments –requires the identification of segments on the basis of internal reports presented regularly to the main operating decision-maker for decision-making related to the allocation of resources to the segments and the evaluation of its performance.

 

The acquisition of a controlling share in Imerys detailed in the previous note and the development of private equity activities resulted in a change in the financial information presented and used by the Group in 2011.

 

Consequently, since 2011 and in conformity with IFRS 8, the Group has identified three segments:

 

- Holding: this segment includes the parent company GBL and its subsidiaries whose main activity is the management of investments, as well as the non-consolidated or associated operating companies.

- Imerys includes Imerys group, a French group listed on NYSE-Euronext Paris, which holds leading positions in each of its four business divisions: Minerals for Ceramics, Refractories, Abrasives & Foundry; Performance & Filtration Minerals; Pigments for Paper and Materials & Monolithics.

- Private equity: this segment comprises the private equity investment companies such as ECP I, ECP II and ECP III and its operating subsidiaries (sub-groups ELITech and De Boeck), as well as the PAI Europe III and Sagard I & II funds.

 

The results of a segment, its assets and liabilities include all elements directly attributable to it. The accounting standards applied to these segments are the same as those described in the note entitled "Accounting principles and seasonal aspect".

 

2.1. Information by sector on the consolidated income statement for the period ended 30 June 2011

 

 

Since the acquisition of the 25.6 % stake in Imerys in early April 2011, “the result arising from investing activities” corresponds to the use of the equity method for the stake in first half-year 2011. The rest of the column refers to Imerys’s contribution through complete consolidation in second half-year.

 

2.2. Information by sector on the consolidated balance sheet closed on 30 June 2011

 

 

 

3.      Associated companies

3.1.     Group’s shares of net earnings 

 

 

Lafarge registered earnings of EUR 260 million for the half-year ended 30 June 2011. Based on GBL's percentage of ownership, Lafarge contributed EUR 55 million compared with EUR 83 million in June 2010.

 

Imerys's consolidated net earnings of EUR 22 million as an associated company on 30 June 2011 correspond to GBL's share in this group's result for the first three months of 2011. Imerys contributed EUR 37 million to the half-yearly results of 2010.

 

ECP's contribution to results on 30 June 2011 amounted to EUR - 5 million, compared with EUR 6 million at end June 2010.

3.2.     Share in shareholders' equity

On 30 June 2011, the stock market value of the interest in Lafarge amounted to EUR 2,650 million (compared with EUR 2,830 million on 31 December 2010). As was the case on 31 December 2010, a review of the calculation of Lafarge's valuation did not bring about any changes in value on 30 June 2011.

The acquisition of a controlling share in Imerys and the change in consolidation method are detailed in note 1.1.

The "Other" column concerns the associated companies of Imerys and ELITech.

 

 

4.        Total, GDF SUEZ, Suez Environnement, Pernod Ricard, Iberdrola, Arkema and other available-for-sale investments

 

4.1.     Net dividends on shareholdings

 

 

 

Net dividends on investments in the first half of the year showed an increase of EUR 51 million compared with 2010. This result stems from the combined effects of: 

·       Total's 2011 interim dividend. This payout was decided by Total's Board of Directors on 28 April 2011 in accordance with its new policy of distribution of a quarterly dividend. This dividend of EUR 0.57 per share represents EUR 46 million for GBL and will be paid on 22 September; and

·       a slight increase in the contribution of Pernod Ricard.

 

4.2.     Fair value and variation

 

Investments in listed companies are valued on the basis of closing prices.

 

Investments held by the "Funds", including PAI Europe III, Sagard I and Sagard II, are revalued at their fair value by the fund managers.

 

 

 

 

4.3.     Earnings on disposals, impairments and reinstatements of non-current assets

 

 

Earnings on disposals, impairments and reinstatements of non-current assets mainly include the capital gains realized (EUR 29 million) on the disposal of various assets by PAI Europe III and Sagard.

 

Pursuant to IFRS rules, an additional charge of EUR 20 million was recorded in 2010 on Iberdrola in order to match the share price on 30 June 2010.

 

5.      Other operating income and expenses

 

6.      Financial result   

 

Interest income and expenses on investment activities totalled EUR - 10 million (compared with EUR – 7 million in 2010). This variation resulted from the half-yearly expense in 2011 tied to the 2017 bond issue (EUR 350 million) finalised in late June 2010 and the cost of financing the acquisition in 2011 of Imerys shares in the amount of more than EUR 1 billion.

Earnings of EUR 15 million on share trading and derivatives stemmed mainly from the reversal of the interest rate swap (EUR 4 million), mark-to-market on options (EUR 3 million) and the collection of premiums on call and put (EUR 6 million). Call and put unmatured on 30 June 2011 respectively concern nominal amounts of EUR 70 million and EUR 210 million. The result of EUR – 14 million for the same period last year mainly reflected the impact of the rate swap and of derivatives positions on 30 June 2010.

Financial income and expenses on consolidated operating activities resulted essentially from interest expenses in the second quarter on Imerys's debt, for the amount of EUR 15 million.

7.      Cash and debt

7.1.     Cash and cash equivalents

The decrease in cash and cash equivalents resulted mainly from a dual impact:

- the inclusion of Imerys's cash position, consolidated for the first time on 30 June 2011; offset by

- the decrease in the cash position of GBL and its holding subsidiaries following the acquisition of a further 25.6% stake in Imerys.

7.2.     Debt

 

The increase in the group's debt results from the financing of GBL's acquisition of Imerys and the first-ever inclusion of Imerys's debt on 30 June 2011.

 

GBL’s bank debts of EUR 750 million consist in short-term drawing on guaranteed credit lines from banks (secured by portfolio’s equities). The unused credit lines amount to EUR 1,050 million at June 2011.

8.      Shareholders' equity

8.1.     Revaluation reserves

These reserves include changes in the fair value of available-for-sale investments and the reserves of companies placed at equity. The "Miscellaneous" heading covers GBL's share in the changes in revaluation reserves of associated companies (Lafarge for first quarter 2011 and Imerys).

 

 

8.2.     Result per share

Consolidated result for the period (group’s share)

 

Number of shares

During the first half of 2011, 187,093 options on shares were issued to Executive Management and personnel. Beneficiaries will have definitive entitlement to the options, which are valid for 10 years, three years after the date of the offer. The exercise price has been set at EUR 65.04 per option.

 

Summary of earnings per share

 

 

9.      Subsequent events

The main suspensive conditions being lifted, Imerys is set to acquire 100 % of Talc de Luzenac from Rio Tinto at the beginning of next week. This transaction is described in the first part of this statement on page 5.

 

In early July, GBL renewed its drawings on credit lines (EUR 750 million) with one-year and three-year maturities.

 

10.    Auditor's report on the half-yearly information

We have performed a limited review of the accompanying consolidated condensed balance sheet, condensed statement of comprehensive income, condensed statement of changes in equity and selective notes 1 to 9 (jointly the “interim financial information”) of Groupe Bruxelles Lambert SA (“the company”) and its subsidiaries (jointly “the group”) for the six month ended 30 June 2011. The board of directors of the company is responsible for the preparation and fair presentation of this interim financial information. Our responsibility is to express a conclusion on this interim financial information based on our review.

The interim financial information has been prepared in accordance with IAS 34, “Interim Financial Reporting” as adopted by the EU.

Our limited review of the interim financial information was conducted in accordance with the recommended auditing standards on limited reviews applicable in Belgium, as issued by the “Institut des Réviseurs d’Entreprises/Intituut van de Bedrijfsrevisoren”. A limited review consists of making inquiries of group management and applying analytical and other review procedures to the interim financial information and underlying financial data. A limited review is substantially less in scope than an audit performed in accordance with the auditing standards on consolidated annual accounts as issued by the “Institut des Réviseurs d’Entreprises/Instituut van de Bedrijfsrevisoren”. Accordingly, we do not express an audit opinion.

Based on our limited review, nothing has come to our attention that causes us to believe that the interim financial information for the six-month period ended 30 June 2011 is not prepared, in all material aspects, in accordance with IAS 34 “Interim Financial Reporting” as adopted by the E.U.

29 July 2011

The Statutory Auditor

______________________________________________

DELOITTE Bedrijfsrevisoren / Reviseurs d’Entreprises

SC s.f.d. SCRL

Represented by Michel Denayer

 

11.    Declaration by management

 

Baron Albert Frère, Gérald Frère and Thierry de Rudder, making up the Executive Management, and Chief Financial Officer Patrick De Vos certify in the name and on behalf of GBL, that to the best of their knowledge:

 

-        the condensed consolidated financial statement for the half-year ended 30 June 2011 was prepared in accordance with IFRS rules and gives a fair and true view of the assets, financial position and results of GBL and of its consolidated companies ^(1);

-        the half-yearly financial report contains a true picture of the evolution of GBL's activities, results and position, and of its consolidated companies, as well as a description of the main risks and uncertainties with which they are confronted.

 

⁽¹⁾ The "consolidated companies" include GBL's subsidiaries within the meaning of Article 6 of the Code of Companies and Associations.