Groupe Eurotunnel (Paris:GET)

 
 
    -- Revenues: further increase to EUR473 million (+14%) 
 
    -- EBITDA improved to EUR205 million (+3%) 
 
    -- Growth in trading profit to EUR129 million (+6%) 
 
    -- Net profit of EUR5 million 
 
    -- The cross-Channel Fixed Link:Revenues increased significantly to EUR370 million (+10%), 

including an 18% increase in Shuttle revenuesTraffic growth:

Truck Shuttles (+20%), Passenger Shuttles (cars +4%, coaches

+6%)

Eurostar passengers travelling through the Tunnel (+3%)

 
    -- Europorte : continued growth in revenues (+36%) 
 

Jacques Gounon, Chairman and Chief Executive Officer of Groupe Eurotunnel SA, stated,"This first half year has been very satisfactory: traffic has continued to grow in a highly competitive market due to a distinct service offering. The financial performance is sound, generating a very good level of cash-flow."

 

Key events in the first half of the year

 
 
    -- Eurotunnel has prepared for the Olympic Games with the addition of 

an extra half Shuttle, to transport passenger vehicles through the

Channel Tunnel. At the same time, the speed of the Passenger Shuttles

has been increased to 160 kph (normally 140kph), reducing the crossing

time to 30 minutes (normally 35 minutes). As part of its ongoing

partnership with Eurolines, coach transport provider for the Olympic

Games, the timetable has been intensified in order to enable high

levels of coaches to cross early in the morning, to ensure that

spectators can arrive in London in time for the morning sessions of

the Olympic events. Additional booths have been put into service to

speed up frontier controls and increase the flow of traffic. During

the Olympic Games significant peaks of traffic are expected between

the Continent and the UK.

 
    -- Eurotunnel Le Shuttle broke new traffic records during the The 

Queen's Diamond Jubilee celebrations, transporting for the first time

more than 10,000 passenger vehicles in 24 hours in one direction, from

Folkestone (Kent) to Coquelles (Pas-de-Calais). On Friday 1 June

10,380 cars and 128 coaches travelled to the continent by Shuttle. In

three days, Eurotunnel transported 26,000 passenger vehicles from

Folkestone to Coquelles.

 
    -- The Eurotunnel Group opened CIFFCO (the Cote d'Opale International 

Railway Training Centre) in order to share its railway expertise with

other players in the industry. This is the first training centre of

its kind, open to all European railway companies, infrastructure

managers and subcontractors to train railway technicians of all types

who work on the French and neighbouring networks.

 
    -- In partnership with the French telecoms operators, Eurotunnel 

announced another new service for its customers in March. A GSM-P

fibre optic transmission system for 2G and 3G mobile telephone

communications, which will enable Shuttle and high speed train

passengers to use their mobile telephones inside the Channel Tunnel.

 
    -- On 11 June the Paris Commercial Court accepted Eurotunnel's 

proposal to acquire the assets of SeaFrance, following its

liquidation. The Eurotunnel Group has purchased the ships Berlioz,

Rodin and Nord Pas-de-Calais for EUR65 million, in

order to lease them to an independent operating company, My Ferry

Link. With the transfer of ownership taking place on 2 July, the

residual payment of EUR58.5 million was made after 30 June.

 
    -- On 19 July, Groupe Eurotunnel transferred dealing in its shares 

from the London Stock Exchange to the NYSE Euronext London, to

increase liquidity and to give direct, simplified access to its many

European investors. This transfer gives the investor community a

European platform for trading Eurotunnel shares, with one order book

in euros across the whole market.

 

Fixed Link: Sustained performance

 

Eurotunnel continues to see strong progress in the performance of Passenger and Truck Shuttle services and Eurostar passenger numbers, despite the highly competitive market.

 

Although the truck market has increased by 3% in the first half year, it remains, nonetheless, 10% below the levels of 2008.

 

Europorte: New contracts

 

Europorte, the rail freight subsidiary of Groupe Eurotunnel SA, continues to grow strongly in its different areas of business:

 

- Infrastructure management: Europorte won a contract for the maintenance of the ports at Le Havre and Rouen which started in January 2012. Ports de Paris has chosen Europorte in partnership with Colas Rail to operate and maintain the railway infrastructure at its ports in Gennevilliers (92), Bonneuil-sur-marne (94) and Limay (78). Ports de Paris, which has 60km of railway infrastructure, is the largest inland port in France and the second largest in Europe.

 

- Railway operations: the major contract with the European transport and logistics leader, Gefco, is operating as planned with weekly services between Gevrey, Amberieu, Fos-sur-mer, Marseille, Toulouse and Bordeaux.

 

GBRf, the third largest rail freight operator in the UK, also continues to grow. It has won a two-year contract to transport more than a million tonnes of spoil from a subcontractor of Crossrail, the cross London tunnel.

 

Sound financial results

 

The figures for the first half year show an increase in EBITDA (+3% at a constant exchange rate). Operating costs for the Group have increased by EUR45 million (20%) over the same period, reflecting the increase of Europorte's activity and the increase in Shuttle traffic.

 

At EUR126 million for the first half of 2012, the net cost of finance and debt service has decreased by EUR9 million compared to the first half of 2011 at a constant exchange rate, due to the reduction in the rate of inflation and its impact on the nominal value of the index-linked tranche of the debt.

 

For the first six months of 2012, free cash flow was EUR45 million. Over the same period in 2011, after having received EUR66 million in insurance indemnities, the cash flow was EUR16 million higher at EUR61 million. Available cash flow at the end of June was EUR267 million, compared to EUR276 at 31 December 2011), after the purchase of floating rate notes, share buybacks and the continuing programme of capital expenditure.

 

Finally, the consolidated net profit is stable at EUR5 million for the first six months of 2012, recalculated at a constant exchange rate. On a comparable basis, excluding the EUR29 million of insurance indemnities accounted for in 2011, the net profit has increased by EUR29 million.

 

Appendix 1: Traffic and revenue figures for the first half of 2012

 

Appendix 2: Half-Yearly Financial Report at 30 June 2012

 

APPENDIX 1: TABLES SHOWING REVENUE AND TRAFFIC FOR THE FIRST HALF OF 2012

 

REVENUE

 

First half (January - June)

 
                       1st half  1st half           1st half 
EUR million              2012      2011       %       2011 
                                 restated*  change  published** 
Shuttle Services       223.3     189.7      +18%    181.8 
Railway network        140.8     142.2      -1%     136.7 
Other revenues         5.6       5.5        +1%     5.3 
Sub-total Fixed Link   369.7     337.4      +10%    323.8 
Europorte              103.2     75.7       +36%    72.4 
Revenue                472.9     413.1      +14%    396.2 
 
 

*Average exchange rate for the first half of 2012: GBP1=EUR1.22

 

**Average exchange rate for the first half of 2011: GBP1=EUR1.119

 

Reminder: first quarter (January - March)

 
                       1st quarter  1st quarter          1st quarter 
EUR million              2012         2011         %       2011 
                                    restated*    change  published** 
Shuttle Services       101.7        83.9         +21%    81.7 
Railway network        67.5         61.5         +10%    59.9 
Other revenues         2.3          2.0          +18%    1.9 
Sub-total Fixed Link   171.5        147.4        +16%    143.5 
Europorte              51.0         36.8         +38%    35.7 
Revenue                222.5        184.2        +21%    179.2 
 
 

*Average exchange rate for the first quarter of 2012: GBP1=EUR1.199

 

**Average exchange rate for the first quarter of 2011: GBP1=EUR1.132

 

Second quarter (April - June)

 
                       2nd quarter  2nd quarter          2nd quarter 
EUR million              2012         2011         %       2011 
                                    restated*    change  published** 
Shuttle Services       121.6        105.8        +15%    100.2 
Railway network        73.4         80.6         -9%     76.7 
Other revenues         3.2          3.6          -9%     3.4 
Sub-total Fixed Link   198.2        190.0        +4%     180.3 
Europorte              52.2         38.9         +34%    36.6 
Revenue                250.4        228.9        +9%     216.9 
 
 

*Average exchange rate for the first half of 2012: GBP1=EUR1.22

 

**Average exchange rate for the first half of 2011: GBP1=EUR1.119

 

TRAFFIC

 

First half

 
                                 1st half   1st half   % 
                                 2012       2011       change 
Truck Shuttles                   731,101    608,632    +20% 
Passenger Shuttles   Cars*       1,048,719  1,006,405  +4% 
                     Coaches     30,059     28,420     +6% 
Eurostar**           Passengers  4,842,280  4,706,253  +3% 
Rail freight***      Tonnes      609,555    709,861    -14% 
                     Trains      1,154      1,276      -10% 
 
 

Reminder: 1st quarter

 
                                 1st quarter  1st quarter  % 
                                 2012         2011         change 
Truck Shuttles                   364,724      301,074      +21% 
Passenger Shuttles   Cars*       427,739      399,869      +7% 
                     Coaches     10,615       9,544        +11% 
Eurostar**           Passengers  2,235,083    2,152,369    +4% 
Rail freight***      Tonnes      313,056      305,789      +2% 
                     Trains      589          589          - 
 
 

Second quarter

 
                                 2nd quarter  2nd quarter  % 
                                 2012         2011         change 
Truck Shuttles                   366,377      307,558      +19% 
Passenger Shuttles   Cars*       620,980      606,536      +2% 
                     Coaches     19,444       18,876       +3% 
Eurostar**           Passengers  2,607,197    2,553,884    +2% 
Rail freight***      Tonnes      296,499      404,072      -27% 
                     Trains      565          687          -18% 
 
 

*Including motorcycles, vehicles with trailers, caravans and motor homes.

 

**Only passengers using Eurostar to cross the Channel are included in this table, thus excluding journeys between Paris-Calais and Brussels-Lille.

 

***Rail freight services by trains operators (DB Schenker on behalf of BRB, SNCF and its subsidiaries, and Europorte) using the Tunnel.

 

1 All comparisons with the results for the first half of 2011 are made at the constant exchange rate for the first half of 2012 of GBP1= EUR1.22.

 

www.eurotunnelgroup.com

 

GROUPE EUROTUNNEL SAHALF-YEARLY FINANCIAL REPORT*FOR THE SIX MONTHS TO 30 JUNE 2012

 

*English translation of GET SA's 2012 "rapport financier semestriel" for information purposes only.

 
Contents 
HALF-YEARLY ACTIVITY REPORT AT 30 JUNE 2012                   1 
Summary                                                       1 
Analysis of the result                                        1 
Revenues                                                      2 
Analysis of cash flows                                        4 
Other financial indicators                                    5 
Outlook                                                       6 
SUMMARY CONSOLIDATED HALF-YEARLY FINANCIAL                    7 
STATEMENTS AT 30 JUNE 2012 
Consolidated income statement                                 7 
Consolidated statement of comprehensive income                7 
Consolidated balance sheet                                    8 
Consolidated statement of changes in equity                   9 
Consolidated statement of cash flows                          10 
Notes to the summary financial statements                     11 
1 Important events                                            11 
2 Basis of preparation and significant accounting policies    11 
3 Segment reporting                                           12 
4 Other operating income and (expenses)                       12 
5 Gross cost of servicing debt                                13 
6 Other financial income and (charges)                        13 
7 Earnings per share                                          14 
8 Property, plant and equipment                               14 
9 Other financial assets                                      14 
10 Share capital                                              15 
11 Changes in equity                                          16 
12 Financial liabilities                                      16 
13 Litigation for which no provision has been made            17 
14 Provisions                                                 17 
15 Related party transactions                                 17 
16 Post balance sheet events                                  17 
DECLARATION BY THE PERSON RESPONSIBLE FOR THE HALF-YEARLY     18 
FINANCIAL  REPORT AT 30 JUNE 2012 
STATUTORY AUDITORS' REPORT ON THE 2012                        19 
HALF-YEARLY FINANCIAL  INFORMATION 
 
 

GROUPE EUROTUNNEL SA: HALF-YEARLY FINANCIAL REPORT FOR THE SIX MONTHS TO 30 JUNE 2012

 

Half-yearly activity report

 

HALF-YEARLY ACTIVITY REPORT AT 30 JUNE 2012

 

For a better comparison between the two periods, Groupe Eurotunnel SA's consolidated income statement for the first half of 2011 presented in this half-yearly activity report has been recalculated at the exchange rate used for the 2012 half-yearly income statement of GBP1=EUR1.22.

 

Summary

 

The Eurotunnel Group achieved a strong performance during the first half of 2012. Consolidated revenues for the first half of 2012 totalled EUR473 million, an increase of EUR60 million (14%) compared to the first half of 2011. This increase reflects organic growth from the activities of the Fixed Link (EUR33 million) and Europorte (EUR27 million). Operating costs increased by EUR45 million, EUR28 million of which resulted from increased Europorte activity. In the first half of 2011, the Group accounted for non-recurrent income totalling EUR29 million in respect of insurance indemnities following the 2008 fire, of which EUR9 million in other income related to operating losses and EUR20 million in other operating income related to rolling stock damage. Excluding the effect of these items, the operating margin improved by 8% to EUR205 million and the operating profit improved by EUR14 million to EUR129 million.

 

The net cost of financing and debt service amounted to EUR126 million, the reduction of EUR9 million (7%) reflecting the effect of the decrease in inflation rates on the index-linked tranche of the debt.

 

With a profit of EUR5 million, the Eurotunnel Group SA's consolidated net result for the first six months of 2012 was at the same level as in the first half of 2011 (restated at a constant exchange rate). On an equivalent basis excluding the insurance indemnities accounted for in 2011, the net result improved by EUR29 million.

 

The free cash flow generated in the first half of 2012 amounted to EUR45 million, compared to EUR61 million in the first half of 2011 which included receipts of EUR66 million relating to insurance indemnities. At 30 June 2012, the Group's held balances of cash or cash equivalents of EUR267 million (EUR276 million at 31 December 2011) after EUR61 million of capital expenditure (including a deposit of EUR6.5 million paid for the acquisition of the SeaFrance group's assets), the payment of dividends of EUR44 million, EUR18 million paid for the acquisition of floating rate notes and EUR11 million spent on the share buy back programme.

 

On 2 July 2012, the Eurotunnel Group paid the remaining balance of EUR58.5 million for the acquisition of the SeaFrance group's assets.

 

Analysis of the result

 
                          30 June 2012  30 June 2011          30 June 2011 
EUR million                               restated*     % 
Exchange rate EUR/GBP         1.220         1.220         change  1.119 
Shuttle services          223           190           +18%    182 
Railway network           141           141           =       137 
Other revenue             6             6             =       5 
Sub-total Fixed Link      370           337           +10%    324 
Europorte                 103           76            +36%    72 
Revenue                   473           413           +14%    396 
Other income              -             9                     9 
Total turnover            473           422           +12%    405 
External operating        (160)         (133)         +19%    (129) 
expenses 
Employee benefit          (108)         (90)          +20%    (87) 
expense 
Operating margin          205           199           +3%     189 
(EBITDA) 
Depreciation              (76)          (77)                  (77) 
Trading profit            129           122           +6%     112 
Net other operating       -             22                    23 
income 
Operating profit (EBIT)   129           144                   135 
Income from cash and      2             2                     1 
cash equivalents 
Gross cost of servicing   (128)         (137)                 (130) 
debt 
Net cost of financing     (126)         (135)         -7%     (129) 
and debt service 
Other net financial       2             (4)                   (4) 
income/(charges) 
and income tax expense 
Net result: profit        5             5                     2 
EBITDA**/ revenue         43%           46%           -3pts 
 
 

*Restated at the rate of exchange used for the 2012 half-year income statement (GBP1=EUR1.22).

 

** EBITDA less other income (EUR9 million in 2011).

 

Revenues

 

At EUR370 million, Fixed Link revenues for the first half of 2012 grew by 10% compared to the first half of 2011 at a constant exchange rate. Europorte's revenues increased by EUR27 million (36%) to EUR103 million.

 

Consolidated revenues for the first half of 2012 totalled EUR473 million, an increase of EUR60 million (14%) compared to the first half of 2011.

 

Shuttle services

 
TRAFFIC             1stquarter (January to March)      2ndquarter (April to June)      1sthalf (January to June) 
                    2012     2011     % change         2012     2011     % change      2012       2011       % change 
Truck 
Shuttle: 
           Trucks   364,724  301,074  +21%             366,377  307,558  +19%          731,101    608,632    +20% 
Passenger 
Shuttle: 
           Cars(*)  427,739  399,869  +7%              620,980  606,536  +2%           1,048,719  1,006,405  +4% 
           Coaches  10,615   9,544    +11%             19,444   18,876   +3%           30,059     28,420     +6% 
 
 

*Including motorcycles, vehicles with trailers, caravans and motor homes.

 

At EUR223 million, Shuttle Services revenues increased by 18% compared to the first half of 2011.

 

Truck Shuttles

 

The Short Straits cross-Channel market for trucks continued to grow, with a growth estimated at 3% in the first half of 2012, but remains nevertheless approximately 10% below 2008 levels. However, compared to the first half of 2011 the number of trucks transported by Eurotunnel increased by 20% during the first half of 2012, and market share increased by approximately 6 points due in part to the cessation of SeaFrance's operations towards the end of 2011.

 

Passenger Shuttles

 

The Short Straits cross-Channel car market contracted by approximately 3% in the first half of 2012 compared to the same period in 2011. Despite this trend, Eurotunnel's car traffic continued to grow during the first half of 2012, with a 4% increase in the number of cars transported by the Shuttles due to a 3 point improvement in market share.

 

In a coach market that grew by approximately 3% in the first half of 2012, Eurotunnel increased its traffic by 6%.

 

Railway network

 
TRAFFIC                          1st quarter (January to March)      2nd quarter (April to June)      1st half (January to June) 
                                 2012       2011       %change       2012       2011       %change    2012       2011       %change 
Eurostar passenger 
trains: 
                    Passengers*  2,235,083  2,152,369  +4%           2,607,197  2,553,884  +2%        4,842,280  4,706,253  +3% 
Rail freight 
trains**: 
                    Tonnes       313,056    305,789    +2%           296,499    404,072    -27%       609,555    709,861    -14% 
                    Trains       589        589        -             565        687        -18%       1,154      1,276      -10% 
 
 

*Only passengers using Eurostar to cross the Channel are included in this table, thus excluding journeys between Paris-Calais and Brussels-Lille.

 

**Rail freight services by trains operators (DB Schenker on behalf of BRB, SNCF and its subsidiaries, and Europorte) using the Tunnel.

 

The Eurotunnel Group's revenues arising from the use of the Tunnel's railway network by Eurostar passenger trains and the freight train services of the rail companies during the first half of 2012 amounted to EUR141 million, a level comparable to that of the first half of 2011.

 

The number of Eurostar passengers travelling through the Tunnel increased by 3% during the first half. The 10% decrease in the number of rail freight trains using the Tunnel in the first half of 2012 to 1,154 is the combined result of the impact of the short-term transportation of the steel during the first half of 2011 and the introduction of the extra toll imposed by Réseau Ferré de France at Frethun on each operator passing through the Tunnel which has slowed the momentum in growth of rail freight traffic.

 

Europorte

 

At EUR103 million, Europorte's revenue for the first half of 2012 increased by EUR27 million compared to the same period in 2011, driven by the start-up of new contracts and increased activity in existing contracts for GBRf in the UK and for Europorte France.

 

Total turnover

 

No other income was accounted for in the first half of 2012. An income of EUR9 million was accounted for in the first half of 2011 following the payments received from insurers relating to operating losses following the fire in 2008.

 

Operating margin (EBITDA)

 

The Group's operating costs increased by EUR45 million (20%) for the first half of 2012.

 

This increase was mainly due to the growth in Europorte's activity following the start of new contracts, with an increase in staff costs of EUR9 million (32%) and an increase in other costs of EUR19 million (40%).

 

Operating costs of the Fixed Link increased by EUR17 million reflecting the increased levels of activity of the Shuttle Services in the first six months of 2012.

 

At EUR205 million, the Group's operating margin for the first half of 2012 improved by EUR6 million (3%) compared to the first half of 2011. Excluding the insurance indemnities accounted for in 2011, the operating margin improved by 8%. Of the Group's operating margin of EUR205 million, a profit of EUR207 million is attributable to the Fixed Link and a loss of EUR2 million is attributable to Europorte.

 

Operating profit (EBIT)

 

Depreciation for the first half of 2012 remained stable.

 

The operating profit for the first half of 2012 was EUR129 million compared to EUR144 million for the first half of 2011, a decrease of EUR15 million. Excluding the insurance indemnities accounted for in 2011, the operating result improved by EUR14 million.

 

Net cost of financing and debt service

 

At EUR128 million for the first half of 2012, the gross cost of servicing debt reduced by EUR9 million compared to the first half of 2011 at a constant exchange rate, mainly as a result of lower British inflation rates (estimated at 3% for 2012 at 30 June 2012 compared to 5% for 2011 at 30 June 2011) and its effect on the nominal value of the of the index-linked tranche of the debt.

 

Net result

 

Other net financial income and charges in the first half of 2012 included an income of EUR2 million relating to interest on the floating rate notes acquired by the Group at the end of 2011 and in the first half of 2012.

 

With a profit of EUR5 million, the Eurotunnel Group's consolidated net result for the first six months of 2012 was at the same level as in the first half of 2011 (restated at a constant exchange rate). On an equivalent basis excluding the insurance indemnities accounted for in 2011, the net result improved by EUR29 million.

 

Analysis of cash flows

 
EUR million                                    30 June 2012  30 June 2011 
Exchange rate EUR/GBP                            1.239         1.108 
Net cash inflow from trading                 198           195 
Other operating cash flows and taxation      4             (1) 
Net cash inflow from operating activities    202           194 
Net cash outflow from investing activities   (61)          (33) 
Net cash outflow from financing activities   (156)         (121) 
(Decrease)/increase in cash                  (15)          40 
 
 

In total, the net cash outflow for the first half of 2012 was EUR15 million, compared to a net cash inflow of EUR40 million for the same period in 2011 which included receipts of EUR66 million relating to insurance indemnities relating to the fire in 2008.

 

At EUR202 million, net cash inflow from operating activities increased by EUR8 million in 2012 compared to 2011. Excluding the effect of the insurance indemnities relating to operating losses received in the first half of 2011 (EUR46 million), net cash inflow from operating activities increased by EUR54 million, principally as a result of a EUR42 million increase in receipts from Fixed Link revenues mainly from Shuttle Services. Operating expenditure for the Fixed Link and net cash flows for the Europorte companies remained stable.

 

At EUR61 million, net cash outflow from investing activities increased by EUR28 million compared to 2011. Excluding the effect of the insurance indemnities relating to rolling stock received in the first half of 2011 (EUR20 million), net cash outflow from investing activities increased by EUR8 million. During the first half of 2012, cash flow from investing activities comprised:

 
 
    -- EUR29 million relating to the Fixed Link (EUR30 million in the first half 

of 2011) of which EUR11 million was spent on the renovation and upgrade

of power of locomotives and EUR6 million on the project to install the

GSM-R (digital radio communication system),

 
    -- EUR24 million for Europorte (EUR23 million in the first half of 2011), 

mainly for the acquisition of new locomotives as part of Europorte's

development plan, and

 
    -- a deposit of EUR6.5 million paid in respect of the acquisition of assets 

from the SeaFrance group (total offer of EUR65 million); the balance

(EUR58.5 million) was paid on 2 July 2012.

 

Net cash outflows from financing activities in the first half of 2012 amounted to EUR156 million compared to EUR121 million in the first half of 2011. During the first half of 2012, cash flow from investing financing comprised:

 
 
    -- EUR108 million of interest paid on the term loan and associated hedging 

transactions (EUR102 million in the first half of 2011),

 
    -- EUR18 million paid for the acquisition of floating rate notes, 
 
    -- EUR11 million paid under the share buy back programme, 
 
    -- EUR44 million paid in dividends (EUR21 million 2011), 
 
    -- EUR3 million received in respect of the exercise of the 2007 Warrants, 

and

 
    -- EUR18 million received following the partial refinancing of the 

locomotives purchased by Europorte in 2011 and 2012.

 

Debt service cover ratio

 

Under the terms of the term loan, Groupe Eurotunnel SA is required to meet certain financial covenants as described in paragraph 10.6 of the 2011 Registration Document.

 

At 30 June 2012, the debt service cover ratio (net operating cash flow less capital expenditure compared to net financial expenses on a rolling 12 month period) and the synthetic debt service cover ratio (calculated on the same basis but taking into account a hypothetical amortisation on the Term Loan) were 1.74 and 1.53 respectively. Thus the financial covenants for the period were respected.

 

Other financial indicators

 

Free cash flow

 

The free cash flow as defined by the Group in paragraph 10.8 of the 2011 Registration Document, is the net cash flow from operating activities less net cash flow from investing activities (excluding investment in subsidiary undertakings) and net cash flow from financing activities relating to the service of the debt (term loan and hedging instruments) plus interest received (on cash and cash equivalents and other financial assets). For the first six months of 2012, free cash flow amounted to EUR45 million compared to EUR61 million for the same period in 2011, a decrease of EUR16 million mainly due to the absence of non-recurrent receipts relating to insurance indemnities received in 2011 (EUR66 million).

 
                                            30 June   30 June   31 December 
EUR'000                                       2012      2011      2011 
Exchange rate EUR/GBP                           1.239     1.108     1.197 
Net cash inflow from operating activities   201,947   194,397   415,983 
Net cash outflow from                       (60,660)  (33,183)  (77,377) 
investing activities 
Investment in subsidiary undertakings       569       -         - 
Deposit for the purchase of assets          6,500     -         - 
of the SeaFrance group 
Interest paid on the term loan              (84,242)  (76,476)  (161,525) 
Interest paid on hedging instruments        (23,424)  (25,140)  (49,063) 
Interest received on cash                   1,926     1,199     3,421 
and cash equivalents 
Interest received on other                  2,238     17        698 
financial assets 
Free cash flow                              44,854    60,814    132,137 
 
 

Long-term debt to asset ratio

 

The long-term debt to asset ratio as defined by the Group in paragraph 10.7 of the 2011 Registration Document, is the ratio between long-term financial liabilities less the value of the floating rate notes purchased as a percentage of tangible fixed assets. At 30 June 2012, the ratio remained stable at 57.4% compared to 31 December 2011 restated at the exchange rate used at 30 June 2012.

 
                                     30 June 2012  31 December 2011 
EUR'000                                              restated   published 
Exchange rate EUR/GBP                    1.239         1.239      1.197 
Long-term financial           A      3,947,178     3,939,095  3,871,622 
liabilities 
Other financial assets:       B      152,861       134,241    131,931 
floating rate notes 
Long-term financial           A-B=C  3,794,317     3,804,854  3,739,691 
liabilities 
less other financial assets 
Tangible fixed assets:        D      6,611,680     6,627,525  6,626,841 
property, 
plant and equipment 
Long-term debt                C/D    57.4%         57.4%      56.4% 
to asset ratio 
 
 

*Concession fixed assets are converted using historic exchange rates.

 

Outlook

 

The main risks and uncertainties by which the Eurotunnel Group may be confronted in the remaining six months of the year have not evolved significantly compared to those identified in chapter 4 "Risk Factors" of the 2011 Registration Document filed with the Autorité des marchés financiers (the French financial markets authority) on 1 March 2012. The economic crisis, and in particular the crisis in public finances in some eurozone countries, make it difficult to assess the economic outlook.

 

During the first half of the year, the Group has to a certain extent benefited more from a pre-Olympic Games volume uplift, than from a transfer of ex-SeaFrance customers who, being more accustomed to the ferries, have mostly transferred towards the other operators. In this context, Eurotunnel has continued to successfully improve the visibility and the quality of its offer. Faced with increased competition on the cross-Channel market between Le Havre and Dunkirk, Eurotunnel remains confident that its offer, which is based on the quality of its service, remains clearly identifiable by its customers.

 

During the first half of 2012, the Europorte segment has experienced significant growth in revenues for its rail freight activities in France and the UK. During the second half, the Group plans to continue its development plan for this segment and, as part of this, Europorte continues to invest significantly in rolling stock and recruitment. These initiatives, together with an extensive review of its operating and administrative costs, should enable this segment to continue its progress towards breakeven.

 

On 2 July 2012, the Group acquired from the company in liquidation SeaFrance the three ships (the Berlioz, the Rodin and the Nord Pas-de-Calais) and entered into contracts with the cooperative company formed by ex-SeaFrance employees which will be responsible for their operation. This new activity should allow the Group to expand its offer on the cross-Channel market. The outlook for this activity in 2012 remains modest, but the structures and the organisation which will be put in place will create the basis for development in the future.

 

GROUPE EUROTUNNEL SA: HALF-YEARLY FINANCIAL REPORT FOR THE SIX MONTHS TO 30 JUNE 2012

 

Summary consolidated half-yearly financial statements

 

SUMMARY CONSOLIDATED HALF-YEARLY FINANCIAL STATEMENTS AT 30 JUNE 2012

 

Consolidated income statement

 
                                         30 June    30 June    31 December 
EUR'000                              Note  2012       2011       2011 
Revenue                            3     472,929    396,175    844,839 
Other income                             -          9,321      9,322 
Total turnover                           472,929    405,496    854,161 
Operating expenses                       (159,398)  (128,780)  (266,496) 
Employee benefit expense                 (108,273)  (87,358)   (184,431) 
Depreciation                             (76,658)   (77,206)   (156,089) 
Trading profit                     3     128,600    112,152    247,145 
Other operating income             4     136        22,669     27,602 
Other operating expenses           4     -          (29)       (2,796) 
Operating profit                         128,736    134,792    271,951 
Income from cash and                     1,866      1,475      3,628 
cash equivalents 
Gross cost of servicing debt       5     (127,603)  (130,201)  (267,466) 
Net cost of financing                    (125,737)  (128,726)  (263,838) 
and debt service 
Other financial income             6     12,752     6,625      16,840 
Other financial charges            6     (10,212)   (10,516)   (13,185) 
Income tax expense                       (302)      (291)      (496) 
Result for the period                    5,237      1,884      11,272 
Result : Group share                     5,237      1,884      11,272 
Result : minority interest share         -          -          - 
Profit per share (EUR)               7     0.01       N/S        0.02 
Profit per share after             7     0.01       N/S        0.02 
dilution (EUR) 
 
 

Consolidated statement of comprehensive income

 
                                                    30 June    31 December 
EUR'000                                         Note  2012       2011 
Foreign exchange translation differences            (58,681)   (49,028) 
Movement in fair value of hedging contracts   12    (112,565)  (335,643) 
Total items recycled in the net result *            (171,246)  (384,671) 
Net loss recognised directly in equity              (171,246)  (384,671) 
Profit for the period - Group share                 5,237      11,272 
Total comprehensive income/(expense)                (166,009)  (373,399) 
- Group share 
Total comprehensive income/(expense)                -          - 
- minority interest share 
Total comprehensive income/(expense)                (166,009)  (373,399) 
 
 

*Neither in the first half of 2012 nor in 2011 are there any elements of comprehensive income that cannot be recycled in the net result.

 

The notes form part of these financial statements.

 

Consolidated balance sheet

 
                                                 30 June    31 December 
EUR'000                                      Note  2012       2011 
ASSETS 
Goodwill                                         17,564     16,965 
Intangible assets                                11,830     11,971 
Total intangible assets                          29,394     28,936 
Concession property, plant and equipment   8     6,494,525  6,538,386 
Other property, plant and equipment        8     117,155    88,455 
Total property, plant and equipment              6,611,680  6,626,841 
Non-current financial assets 
Investment in subsidiary undertakings            10         5 
Other financial assets                     9     155,272    133,467 
Total non-current assets                         6,796,356  6,789,249 
Stock                                            2,906      2,258 
Trade receivables                                127,257    105,960 
Other receivables                                47,328     44,575 
Other financial assets                           130        135 
Cash and cash equivalents                        267,226    275,522 
Total current assets                             444,847    428,450 
Total assets                                     7,241,203  7,217,699 
EQUITY AND LIABILITIES 
Issued share capital                       10    224,229    224,229 
Share premium account                            1,769,795  1,769,895 
Other reserves                             11    41,656     196,147 
Profit for the period                            5,237      11,272 
Cumulative translation reserve                   140,132    198,813 
Total equity                                     2,181,049  2,400,356 
Retirement benefit obligations                   22,010     26,187 
Financial liabilities                      12    3,947,178  3,871,622 
Interest rate derivatives                  12    840,479    727,914 
Total non-current liabilities                    4,809,667  4,625,723 
Provisions                                 14    1,527      2,343 
Financial liabilities                      12    36,359     5,127 
Other financial liabilities                      2          7 
Trade payables                                   162,849    159,084 
Other payables                                   49,750     25,059 
Total current liabilities                        250,487    191,620 
Total equity and liabilities                     7,241,203  7,217,699 
 
 

The notes form part of these financial statements.

 

Consolidated statement of changes in equity

 
                                                      Other 
                    Issued   Share                    equity                 Cumulative 
                    share    premium    Consolidated  and similar  Retained  translation 
EUR'000               capital  account    reserves      instruments  earnings  reserve      Total 
1 January           213,684  1,812,316  606,964       -            (56,800)  244,248      2,820,412 
2011 
Transfer                                (56,800)                   56,800                 - 
to 
non-distributable 
reserves 
Payment of                              (20,938)                                          (20,938) 
dividend 
Share issue                  (1,232)                                                      (1,232) 
costs 
Allocation          959      30         (989)                                             - 
of loyalty 
shares 
for 2008 
rights 
issue 
and 
adjustment 
of  special 
reserve 
Conditional                  (404)                                                        (404) 
additional 
return on 
SDES 
Exercise            12,986   (4)                                                          12,982 
of 2007 
Warrants 
Cancellation        (3,400)  (40,811)   44,211                                            - 
of 
treasury 
share 
Share based                             2,170                                             2,170 
payments 
Acquisition/sale                        (39,235)                                          (39,235) 
of 
treasury 
shares 
Result                                                             11,272                 11,272 
of the 
period 
Input                                   (3,593)                              3,593        - 
of 
conversion 
difference 
on partial 
redemption 
of 
loan with 
UK 
subsidiary 
Net profit                              (335,643)                            (49,028)     (384,671) 
/ (loss) 
recorded 
directly in 
equity 
At                  224,229  1,769,895  196,147       -            11,272    198,813      2,400,356 
31 December 
2011 
Transfer                                11,272                     (11,272)               - 
to 
non-distributable 
reserves 
Payment of                              (44,105)                                          (44,105) 
dividend 
(note 11) 
Share issue                  (100)                                                        (100) 
costs 
Share based                             * 2,050                                           2,050 
payments 
Acquisition/sale                        (11,143)                                          (11,143) 
of 
treasury 
shares 
Result                                                             5,237                  5,237 
of the 
period 
Net                                     (112,565)                            (58,681)     (171,246) 
profit/(loss) 
recorded 
directly in 
equity 
30 June 2012        224,229  1,769,795  41,656        -            5,237     140,132      2,181,049 
 
 

*Of which EUR1,364,000 in respect of free shares (see note 10.3) and EUR686,000 in respect of share options.

 

The notes form part of these financial statements.

 

Consolidated statement of cash flows

 

*The adjustment relates to the restatement of elements of the income statement at the exchange rate ruling at the period end

 
                                       30 June    30 June    31 December 
EUR'000                            Note  2012       2011       2011 
Result for the period: profit          5,237      1,884      11,272 
Income tax expense                     302        291        496 
Other financial (income)               (2,540)    3,891      (3,655) 
and expenses 
Net cost of financing                  125,737    128,726    263,838 
and debt service 
Other net operating income             (136)      (22,640)   (24,806) 
Depreciation                           76,658     77,206     156,089 
Trading profit before                  205,258    189,358    403,234 
depreciation 
Exchange adjustment*                   2,026      (1,047)    10,377 
Increase in inventories                (639)      (634)      (833) 
(Increase)/decrease in trade           (16,679)   1,388      260 
and other receivables 
Increase in trade and                  8,411      6,460      4,781 
other payables 
Net cash inflow from trading           198,377    195,525    417,819 
Other net operating cash flows         3,742      (922)      (1,630) 
Taxation                               (172)      (206)      (206) 
Net cash inflow from                   201,947    194,397    415,983 
operating activities 
Payments to acquire property,          (61,563)   (53,070)   (97,503) 
plant and equipment 
Sale of property, plant                1,472      7          246 
and equipment 
Investment in subsidiary               (569)      -          - 
undertakings 
Receipt of compensation                -          19,880     19,880 
for rolling stock 
Net cash outflow from                  (60,660)   (33,183)   (77,377) 
investing activities 
Dividend paid                          (44,105)   (20,938)   (20,938) 
Share issue costs                      (460)      (780)      (1,167) 
Acquisition of floating                (18,400)   -          (128,258) 
rate notes 
Draw down of bank loan           12    18,500     -          - 
Payments relating to                   -          (403)      - 
equity operations 
Share buy back programme               (11,477)   -          (39,217) 
Exercise of 2007 Warrants              2,932      -          9,892 
Interest paid on Term Loan             (84,242)   (76,476)   (161,525) 
Interest paid on hedging               (23,424)   (25,140)   (49,063) 
instruments 
Interest received on cash              1,926      1,199      3,421 
and cash equivalents 
Other interest received                2,238      17         698 
Net proceeds from sale                 332        1,001      (489) 
of treasury shares 
Net cash outflow from                  (156,180)  (121,520)  (386,646) 
financing activities 
Increase in cash in period             (14,893)   39,694     (48,040) 
 
 

Movements during the period

 
                                         30 June   30 June   31 December 
EUR'000                                    2012      2011      2011 
Cash and cash equivalents at 1 January   275,522   316,323   316,323 
Increase in cash in the period           (14,893)  39,694    (48,040) 
Increase in interest receivable          (133)     245       214 
in the period 
Effect of movement in exchange rate      6,730     (10,495)  7,025 
Cash and cash equivalents                267,226   345,767   275,522 
at the end of the period 
 
 

The notes form part of these financial statements.

 

GROUPE EUROTUNNEL SA: HALF-YEARLY FINANCIAL REPORT FOR THE SIX MONTHS TO 30 JUNE 2012

 

Summary consolidated half-yearly financial statements

 

Notes to the summary financial statements

 

Groupe Eurotunnel SA (GET SA) refers to the holding company governed by French law, whose registered office is at 3 rue La Boétie, 75008 Paris, France. GET SA is the consolidating entity of the Group and its shares are listed on Euronext Paris and the London Stock Exchange. The shares will be admitted to trading on NYSE Euronext London on 19 July 2012 and their listing on the London Stock Exchange will cease on 20 July 2012.

 

The term "Group" or "Eurotunnel Group" refers to Groupe Eurotunnel SA and all its subsidiaries.

 

The principal activities of the Group are the design, financing, construction and operation of the Fixed Link in accordance with the terms of the Concession, and rail freight activity. The Concession will expire in 2086.

 

1Important events

 

On 11 June 2012, the Paris Commercial Court decided to accept the offer made by the Eurotunnel Group for the acquisition of the assets of the SeaFrance group in liquidation which constitute mainly of the ships the Berlioz, the Rodin and the Nord Pas-de-Calais, for a total of EUR65 million. The transfer of ownership of these assets occurred on 2 July 2012 and as a consequence, these assets were not accounted for in Groupe Eurotunnel SA's financial statements at 30 June 2012 (see note 16 below for significant post balance sheet events).

 

2Basis of preparation and significant accounting policies

 

2.1Statement of compliance

 

The half-year summary consolidated financial statements have been prepared in accordance with IAS 34 and accordingly do not contain all the information necessary for complete annual financial statements and must be read in conjunction with Groupe Eurotunnel SA's consolidated financial statements for the year ended 31 December 2011.

 

The half-year summary consolidated financial statements for 2012 were drawn up by the board of directors on 20 July 2012.

 

2.2Scope of consolidation

 

The half-year summary consolidated financial statements for Groupe Eurotunnel SA and its subsidiaries are prepared as at 30 June. The basis of consolidation at 30 June 2012 is the same as that used for Groupe Eurotunnel SA's annual financial statements to 31 December 2011.

 

2.3Basis of preparation and presentation of the consolidated financial statements

 

The half-year summary consolidated financial statements have been prepared using the principles of currency conversion as defined in the 2011 annual financial statements.

 

The average and closing exchange rates used in the preparation of the 2012 and 2011 half-year accounts and the 2011 annual accounts are as follows:

 
EUR/GBP            30 June 2012  30 June 2011  31 December 2011 
Closing rate   1.239         1.108         1.197 
Average rate   1.220         1.119         1.148 
 
 

2.4Principal accounting policies

 

The half-year summary consolidated financial statements have been prepared in accordance with IFRS. The accounting principles and bases of calculation used for these half-year summary consolidated financial statements are consistent in all significant aspects with those used for GET SA's 2011 annual consolidated financial statements, with the exception of the amendment to IAS 1 relating to the presentation of other comprehensive income (see the Consolidated statement of comprehensive income on page 7) which is compulsory for periods beginning on or after 1 July 2012 and which the Eurotunnel Group has decided to apply in advance at 30 June 2012.

 

The following amendment, published by the IASB and adopted by the European Union has not been applied in advance by the Eurotunnel Group:

 
 
    -- the amendment to IAS19 "Employee Benefits". 
 

The main texts published by the IASB but not yet in force (not adopted by the European Union) and which therefore have not been applied early by the Group are as follows:

 
 
    -- IFRS 9 "Financial Instruments: Classification and measurement of 

financial assets and liabilities".

 
    -- IFRS 10 "Consolidated Financial Statements" which will replace IAS 27 

"Consolidated and Separate Financial Statements" for the part related

to consolidated financial statements as well as the interpretation

SIC 12 "Consolidation - Special Purpose Entities".

 
    -- IFRS 11 "Joint Arrangements" which will replace IAS 31 "Interests in 

Joint Ventures" as well as the interpretation SIC 13 "Jointly

Controlled Entities - Non-monetary Contributions by Venturers".

 
    -- IFRS 12 "Disclosure of Interests in Other Entities". 
 
    -- IFRS 13 "Fair Value Measurement". 
 
    -- Amendment to IAS 28 "Investments in Associates and Joint Ventures". 
 

The analysis of the impacts of these standards on the financial statements of the Group is currently being studied, in particular those resulting from the revision of IAS 19 whose main consequence is the removal of the corridor method currently used by the Group leading to the correction of the provision and the opening equity for unrecognised actuarial differences.

 

3Segment reporting

 

The Group is structured around the following two activities which correspond to the internal information reviewed and used by the main operational decision makers (the Executive Committee):

 
 
    -- the segment "Concession for the cross-Channel Fixed Link", and 
 
    -- the segment "Europorte" which includes the activities of Europorte SAS 

and its subsidiaries (Europorte Channel, Europorte France, Europorte

Proximité, Socorail, Eurosco and GBRf).

 
             At 30 June 2012          At 30 June 2011          At 31 December 2011 
EUR'000        Revenue  Trading result  Revenue  Trading result  Revenue  Trading result 
Fixed Link   369,729  134,619         323,782  116,427         686,964  255,643 
Europorte    103,200  (6,019)         72,392   (4,275)         157,875  (8,498) 
Total        472,929  128,600         396,175  112,152         844,839  247,145 
 
 

4Other operating income and (expenses)

 
                          30 June  30 June  31 December 
EUR'000                     2012     2011     2011 
Net profit on disposal    44       19,890   19,333 
or write-off of assets 
Other                     92       2,779    8,269 
Other operating income    136      22,669   27,602 
Other                     -        (29)     (2,796) 
Other operating charges   -        (29)     (2,796) 
Total                     136      22,640   24,806 
 
 

In 2011, the net profit on disposal or write-off of assets included EUR19.9 million relating to the final compensation for the rolling stock considered irreparable following the fire in September 2008 and written off during 2008 and 2009.

 

5Gross cost of servicing debt

 
                                              30 June  30 June  31 December 
EUR'000                                         2012     2011     2011 
Interest on loans before hedging              83,423   76,829   158,568 
Adjustments relating to hedging instruments   23,536   25,069   48,193 
Effective rate adjustment                     470      414      878 
Sub-total                                     107,429  102,312  207,639 
Inflation indexation of the nominal           20,174   27,889   59,827 
Total gross cost of servicing                 127,603  130,201  267,466 
debt after hedging 
 
 

With effect from 28 June 2012, interest on loans before hedging includes the additional margin of 2% on the nominal value of tranches C1 and C2.

 

At the end of June, the inflation indexation of the nominal reflects the estimated effect of annual French and British inflation rates on the nominal amount of tranches A1 and A2 of the Term Loan as described in note U.1i of the annual consolidated financial statements at 31 December 2011.

 

6Other financial income and (charges)

 
                                           30 June   30 June   31 December 
EUR'000                                      2012      2011      2011 
Unrealised exchange gains*                 8,431     5,767     13,769 
Realised exchange gains                    1,845     858       2,166 
Interest received on floating rate notes   2,381     -         836 
Other                                      95        -         69 
Other financial income                     12,752    6,625     16,840 
Unrealised exchange losses*                (9,083)   (9,631)   (12,060) 
Realised exchange losses                   (1,129)   (885)     (1,125) 
Other financial charges                    (10,212)  (10,516)  (13,185) 
Total                                      2,540     (3,891)   3,655 
 
 

*Resulting from the re-evaluation of intra-group debtors and creditors. 30 June 2012: net loss of EUR652,000 (30 June 2011: net loss of EUR3,864,000, 31 December 2011: net gain of EUR1,709,000).

 

7Earnings per share

 
                                    30 June      30 June      31 December 
                                    2012         2011         2011 
Weighted average number: 
- of issued ordinary shares         560,572,129  531,602,705  535,886,473 
- of treasury shares                (9,226,383)  (8,219,714)  (6,531,074) 
Number of shares used               551,345,746  523,382,991  529,355,399 
to calculate 
the result per share (A) 
- conversion of 2007 Warrants       -            35,588,160   - 
- share options                 i   -            125,591      54,658 
- free shares                   ii  1,737,307    664,600      651,698 
Potential number of ordinary        1,737,307    36,378,351   706,356 
shares (B) 
Number of shares used               553,083,053  559,761,342  530,061,755 
to calculate the 
diluted result per 
share  (A+B) 
Profit (EUR'000) (C)                  5,237        1,884        11,272 
Profit per share (EUR) (C/A)          0.01         N/S          0.02 
Profit per share after              0.01         N/S          0.02 
dilution (EUR) (C/(A+B)) 
 
 

The calculations were made on the following bases:

 

(i) on the assumption of the exercise of the maximum number of options issued on 16 July 2010 and 21 July 2011 and remaining in issue at 30 June 2012 (when the average price of the share during the period exceeds the exercise price of options). The exercise of these options is conditional on attaining the targets described in note S of the consolidated financial statements at 31 December 2011; and

 

(ii) on the assumption of the acquisition of the maximum number of free shares issued to staff (see note 10.3 below).

 

8Property, plant and equipment

 

At 30 June 2012, the Eurotunnel Group has not identified any indication of impairment.

 

Intangible assets are mainly composed of the rolling stock owned by the subsidiaries of Europorte.

 

9Other financial assets

 
                                          30 June  31 December 
EUR'000                                     2012     2011 
Floating rate notes                       152,861  131,931 
Other                                     2,411    1,536 
Total non-current                         155,272  133,467 
Accrued interest on floating rate notes   130      135 
Other                                     -        - 
Total current                             130      135 
 
 

Other financial assets consist mainly of floating rate notes. As in 2011, during the first half of 2012, the Group acquired notes issued by Channel Link Enterprises Finance (CLEF), the structure that securitised the Group's debt in 2007. These purchases, carried out by way of private transactions for EUR18 million, related to floating rate notes with a nominal value of EUR20 million, representing an average discount of approximately 8%. These notes correspond to the securitisation of tranche C of the Group's debt and have the same characteristics in terms of maturity and interest as described in note P.2 of the consolidated financial statements to 31 December 2011.

 

The accounting value of the floating rate notes is made up as follows:

 
EUR'000                          Notes in GBP       Notes in EUR         Total 
Nominal value                  75,090           94,650             169,740 
Discount (net of acquisition   (7,264)          (9,615)            (16,879) 
costs) 
Accounting value               67,826           85,035             152,861 
Maturity                       20/06/2046       20/06/2041 
                               -20/06/2050      -20/06/2050 
Interest rate                  (*)Libor +3.25%  (*)Euribor +3.25% 
 
 

*1.25% prior to 28 June 2012.

 

10Share capital

 

10.1Share capital evolution

 

At 30 June 2012 and 31 December 2011, the issued share capital of GET SA amounted to EUR224,228,851.60 divided into 560,572,129 fully paid-up GET SA ordinary shares with a nominal value of EUR0.40 each.

 

10.2Treasury shares

 

Movements in the number of treasury shares during the period were as follows:

 
                            Share 
                            buyback     Liquidity 
                            programme   contract   Total 
At 1 January 2012           8,827,660   337,399    9,165,059 
Share buyback programme     1,867,709   -          1,867,709 
Net purchase/(sale) under   -           (41,399)   (41,399) 
liquidity contract 
At 30 June 2012             10,695,369  296,000    10,991,369 
 
 

Treasury shares held as part of the share buy back programme renewed by the general meeting of shareholders and implemented by decision of the board of directors on 26 April 2012 are allocated, in particular, to cover share option plans and the grant of free shares, whose implementation was approved by the general meetings of shareholders in 2010 and 2011.

 

10.3Free shares

 

Following the approval by the general meeting of shareholders on 28 April 2011 of a plan to issue free shares, the board of directors of GET SA proceeded on 26 April 2012 to a second grant for a total of 1,102,360 GET SA ordinary shares (310 shares per employee) to all employees of GET SA and companies which are linked to it (with the exception of executive and corporate officers). The definitive acquisition of these shares by the employees is subject to them remaining in employment with the Group for a minimum period of 4 years.

 
                              Number of shares 
In issue at 1 January 2012    644,400 
Granted during the year       1,102,360 
Cancelled during the year     (20,230) 
Exercised during the year     - 
Expired during the year       - 
In issue at 30 June 2012      1,726,530 
Exercisable at 30 June 2012   - 
 
 

The assumptions used to measure the fair value of the free shares were as follows:

 
Fair value of free shares and assumptions             2012 plan  2011 plan 
Fair value of free shares on grant date (EUR)           5.89       6.62 
Share price on grant date (EUR)                         6.26       7.232 
Number of beneficiaries                               3,556      3,302 
Risk-free interest rate (based on government bonds)   1.05%      2.25% 
 
 

A charge of EUR1,379,000 (at the exchange rate used to calculate the income statement) relating to the free shares was made in the half year accounts to 30 June 2012.

 

11Changes in equity

 

Dividend

 

On 26 April 2012, Groupe Eurotunnel SA's shareholders' general meeting approved the payment of a dividend relating to the financial year ended 31 December 2011, of 8 cents of a euro per share. This dividend was paid on 25 May 2012 for a total of EUR44.1 million.

 

12Financial liabilities

 

The movements in financial liabilities during the period were as follows:

 
              31 December  31 December                        Interest, 
              2011         2011         Draw down  Reclass-   indexation  30 June 
EUR'000         published    restated*    of loan    ification  and fees    2012 
Non-current 
financial 
liabilities 
Term          3,871,622    3,939 095    -          (30,500)   20,896      3,929,491 
loan 
Other         -            -            17,687     -          -           17,687 
loans 
Total         3,871,622    3,939 095    17,687     (30,500)   20,896      3,947,178 
non-current 
financial 
liabilities 
Current 
financial 
liabilities 
Term          -            -            -          30,500     -           30,500 
Loan 
Accrued       5,127        5,214        -          -          (172)       5,042 
interest 
on 
term 
loan 
Other         -            -            813        -          4           817 
loans 
Total         5,127        5,214        813        30,500     (168)       36,359 
current 
financial 
liabilities 
Total         3,876,749    3,944,309    18,500     -          20,728      3,983,537 
 
 

*The financial liabilities at 31 December 2011 (calculated at the year end exchange rate of GBP1=EUR1.197) have been recalculated at the exchange rate at 30 June 2012 (GBP1=EUR1.239) in order to facilitate comparison.

 

"Other loans" in the table above represent a bank loan of EUR18.5 million taken out in June 2012 by Europorte SAS as part of the refinancing of the acquisition of certain locomotives by its subsidiaries. This loan carries a fixed rate of interest of 4.14% and is repayable over seven years.

 

The repayment of tranche B of the term loan will begin on 20 June 2013 (see notes U and V of the Group's consolidated financial statements at 31 December 2011) with a payment of EUR30.5 million.

 

At 30 June 2012, the Group has not identified any new factors that would modify the information relating to the fair value of the financial liabilities as described in note W.2 of the annual consolidated financial statements to 31 December 2011.

 

Interest rate exposure

 

The Eurotunnel Group has hedging contracts in place to cover its floating rate loans (tranches C1 and C2) in the form of swaps for the same duration and for the same value (EURIBOR against a fixed rate of 4.85% and LIBOR against a fixed rate of 5.2%). No premiums were paid to obtain these contracts. The nominal value of the swaps is EUR953 million and GBP350 million.

 

These derivatives generated a net charge of EUR23,536,000 during the first six months of 2012 which has been accounted for in the income statement (a net charge of EUR25,069,000 during the first six months of 2011).

 

These derivatives have been measured at their fair value on the balance sheet as follows:

 
                        Market value of hedging contracts           *Changes in market value 
EUR'000                   30 June 2012          31 December 2011 
Contracts in euros      Liability of 617 553  Liability of 516 568  (100 985) 
Contracts in sterling   Liability of 222 926  Liability of 211 346  (11 580) 
Total                   Liability of 840 479  Liability of 727 914  (112 565) 
 
 

*Recorded directly in equity.

 

13Litigation for which no provision has been made

 

The judgments of 2 August 2006, by which the Paris Commercial Court opened safeguard procedures in favour of TNU PLC, Eurotunnel Services Limited, EurotunnelPlus Limited, Eurotunnel Finance Limited and CTG, were subject to third-party opposition by certain Elliot companies. These third-party proceedings were rejected by the Paris Commercial Court in five judgments dated 15 January 2007. The appeal lodged by the Elliot companies in relation to this first series of decisions was rejected by five orders of the Paris Court of Appeal (Cour d'appel de Paris) delivered on 29 November 2007 (see paragraph 20.7.1 of the 2008 Reference Document). On 30 June 2009, the Supreme Court of Appeal (Cour de cassation) quashed the five orders of the Paris Court of Appeal in so far as they related to the admissibility of this appeal and referred the matter back to the Paris Court of Appeal.

 

On 26 June 2012, the Supreme Court of Appeal, within the limited scope of the appeal brought before it, rejected Elliott's claims and declared inadmissible the appeal on the ground of the alleged lack of knowledge of the legal basis on which the safeguard procedure was opened. The Paris Court of Appeal has confirmed its judgment of 15 January 2007 in respect of the following five companies: TNU PLC (now merged with GET SA), Eurotunnel Services Limited, EurotunnelPlus Limited, Eurotunnel Finance and CTG.

 

This procedure has not challenged the validity of the safeguard plan and its result is consistent with the assessment which had been made by the Group.

 

14Provisions

 
                           Charge to  Release of 
                1 January  income     unspent     Provisions  30 June 
EUR'000           2012       statement  provisions  utilised    2012 
Restructuring   539                                           539 
Other           1,804      37                     (853)       988 
Total           2,343      37         -           (853)       1,527 
 
 

15Related party transactions

 

15.1Eurotunnel Group subsidiaries

 

All Eurotunnel Group subsidiaries were fully consolidated at 30 June 2012.

 

15.2Other related parties

 

During the financial restructuring in 2007, the Eurotunnel Group concluded interest rate hedging contracts with financial institutions, in the form of swaps (see note 12 above). Goldman Sachs International was one of the counterparties to these hedging contracts, and at 30 June 2012 held 2.6% of the contracts, representing a charge of EUR0.6 million in the first half of 2012 and a liability of EUR22 million at 30 June 2012.

 

Two of Goldman Sachs's infrastructure funds (GS Global Infrastructure Partners I, L.P., and GS International Infrastructure Partners I, L.P., together known as GSIP) hold approximately 16% of GET SA's share capital at 30 June 2012 and 26% of voting rights.

 

16Post balance sheet events

 

On 2 July 2012, the Eurotunnel Group acquired the assets of the SeaFrance group for a total of EUR65 million. These assets consisted mainly of the ships the Berlioz, the Rodin and the Nord Pas-de-Calais.

 

GROUPE EUROTUNNEL SA: HALF-YEARLY FINANCIAL REPORT FOR THE SIX MONTHS TO 30 JUNE 2012

 

Declaration by the person responsible for the half-yearly financial report

 

DECLARATION BY THE PERSON RESPONSIBLE FOR THE HALF-YEARLY FINANCIAL REPORT AT 30 JUNE 2012

 

I declare that, to the best of my knowledge, these summary half-year consolidated financial statements have been prepared in accordance with applicable accounting standards and present fairly the assets, financial situation and results of Groupe Eurotunnel SA and of all the companies included in the consolidation, and that this half-yearly financial report presents fairly the important events of the first six months of the financial year, their effect on the summary half-year consolidated financial statements, the main transactions between related parties, and a description of the main risks and uncertainties for the remaining six months of the financial year.

 

Jacques Gounon,Chairman and Chief Executive Officer of Groupe Eurotunnel SA,20 July 2012

 

STATUTORY AUDITORS' REPORT ON THE 2012 HALF-YEARLY FINANCIAL INFORMATION

 

This is a free translation into English of the statutory auditors' report issued in the French language and is provided solely for the convenience of English speaking readers.

 

This report should be read in conjunction with, and is construed in accordance with, French Law and professional auditing standards applicable in France.

 

To the Shareholders,

 

Following our appointment as statutory auditors by your Annual General Meeting and in accordance with article L. 451-1-2 III of the French Monetary and Financial Law ("Code monétaire et financier"), we hereby report to you on:

 
 
    -- the review of the accompanying condensed half-year consolidated 

financial statements of Groupe Eurotunnel SA for the six-month period

ended 30 June 2012, as attached to the present report ;

 
    -- the verification of the information contained in the half-year 

management report.

 

These condensed half-year consolidated financial statements are the responsibility of the board of directors. Our role is to express a conclusion on these financial statements based on our review.

 

I. Conclusion on the financial statements

 

We conducted our review in accordance with professional standards applicable in France. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed half-year consolidated financial statements are not prepared in all material respects in accordance with IAS 34 - the standard of the IFRSs as adopted by the European Union applicable to interim financial information.

 

II. Specific verification

 

We have also verified the information given in the half-year management report on the condensed half-year consolidated financial statements subject to our review. We have no matters to report as to its fair presentation and consistency with the condensed half-year consolidated financial statements.

 
The statutory auditors 
Paris La Défense, 20 July 2012       Courbevoie, 20 July 2012 
KPMG Audit                           Mazars 
Department of KPMG S.A. 
Philippe Cherqui                     Jean-Marc Deslandes 
Partner                              Partner 
 
 
 
 
 
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