Graphics
KBC IFIMA S.A.
Société Anonyme
R.C.S. Luxembourg B 193 577
4, rue du Fort Wallis
L – 2714 Luxembourg
Annual accounts as at 31 December 2023
Graphics
2
Table of contents
Management report of the Board of Directors 3
Audit report 8
Annual accounts
- Balance sheet 13
- Profit and loss account 18
- Cash flow statement 20
- Notes to the annual accounts 21
Graphics
3
Management report of the Board of Directors
1. We are pleased to report to you on the activities of the Company during the year ending as at
31 December 2023. In accordance with the law and our articles of association, we hereby
submit the accounts for your information. The annual accounts are presented in Euros.
2. The Company recorded a loss of EUR 275 457
Total assets amounted to EUR 480 325 022 as at 31 December 2023, compared to
EUR 352 669 689 as at 31 December 2022.
The financial assets are composed of :
- loans to affiliated undertakings: EUR 463 472 638
- accrued interests: EUR 8 467 355
The cash at bank amounts to EUR 5 946 566
Because of unfavorable economic conditions, the new investments were put in stand-by
between the second quarters 2020 and 2022.
The increase of new investments in 2023 is supposed to continue in the next three years thanks
in particular to new bonds issuance towards institutional investors. Thus, a new issue of EUR
1 billion is expected during the first quarter 2024.
A warrant business has been launched in 2017 (tRACER) and 2018 (tJUMPER) using
KBC IFIMA S.A. as a vehicle of issuance. The first items have been issued in December 2017
for tRACER and September 2018 for tJUMPER. In September 2022, another new product,
called tOPTIMISER, also based on warrant issuance has been launched. After a testing period
without any new issue in 2023, the tOPTIMISER’s are planned to be back in 2024.
3. Risks and uncertainties facing the Company:
- The Company is actively managing risk on its existing portfolio by ensuring that the entity
maintains a market risk neutral position. These risks are overseen by an independent risk
management function and a risk committee which are in turn overseen by the risk management
function, committees and audit functions at KBC Bank NV level, in accordance with outsourcing
agreements taken out by the Company.
- The counterparty risk of KBC Ifima S.A. is limited to KBC Bank NV as well as its liquidity,
treasury and credit risks, except for local operational expenses. Local Operational Risk
Management (LORM) functions are divided between KBC Bank NV and the Company,
depending on the services performed by each entity. The Company aims to ensure continuity
in terms of outsourced risks as laid down in the Service Level Agreements.
- The credit risk covers the possibility that an issuer may default by failing to repay the principal
or interest. The Company is not exposed to any significant credit risk. In2023 KBC Bank NV
had a rating of "A1 " for long term issuer credit rating and “P-1” for the short term issuer credit
rating (positive outlook) from Moody’s
- The market risk embodies the potential for both losses and gains and includes currency risk
and interest rate risk. The Company’s exposure to such risks is outlined below.
Graphics
4
- The currency risk covers the potential for both losses and gains as a result of changes in
external rates. The Company is not exposed to any significant net currency risk as a hedging
by KBC Bank has been put in place.
- The interest rate risk covers the potential for a change in the value of assets resulting from the
change in interest rates. No sensitivity analysis is required as, from the point of view of the
Company, all the transactions are perfectly hedged. The Company is not exposed to any
significant net interest rate risk.
- The other price risk is the risk that the value of an instrument will fluctuate as a result of changes
in market prices (other than those arising from interest rate risk or currency risk), whether
caused by factor specific to an individual instrument, its issuer or all factors affecting all
instruments traded in the market. The Company is not exposed to any significant net other price
risk.
- Derivatives are implemented so as to hedge the following risks:
° Interest rate risk
° Credit risk
- Climate-related and other ESG risks are gradually integrated in existing management
frameworks and in risk management processes.
4. The rising rate environment makes the coupons for Notes typically more appealing to the retail
clients, therefore the Company is expecting a positive correlation between the higher level of
the interest rates and the issuance activity as pointed out in Ifima’s previsions.
5. Activities in research and development, as provided for by law, are not applicable to the
Company.
6. The Company did not purchase any of its own shares nor holds any own shares.
7. The Company has no branch offices.
8. The total income from loans and other investments is EUR 15 089 241. The total interest
expense amount is EUR 15 048 607.
9. A dividend of EUR 428 875 has been recorded as payable and distributed on 31 July 2023.
10. The Company is included in the consolidated accounts drawn up by the KBC Group.
Graphics
11.
The Board of Directors proposes:
- To approve annual accounts as disclosed hereafter;
- To discharge Directors from their current mandate with the period of 1 January 2023 to
31
December 2023;
- Allocation result:
0
Loss: EUR 275 457
0
WHT Reserve 2019 to
be
liberated: EUR
181
725
0
Loss brought forward
to
be
reported: EUR 93 732
Luxembourg, 28 March 2024
The Board of Directors:
lvo BAUWENS
Fatima BOUDABZA
Damien DEBBAUT
Rik JANSSEN
Sabrina GOCKEL
Graphics
6
KBC IFIMA S.A.
4, rue du Fort Wallis
L-2714 Luxembourg
(the “Company”)
R.C.S. Luxembourg N° B 193 577
Corporate governance statement
The corporate object of the Company is the holding of investments, in any form whatsoever, in
Luxembourg companies and foreign companies, the acquisition by purchase, subscription, or in any
other manner as well as the transfer by sale, exchange or otherwise of stocks, debentures, notes and
other security of any kind.
The Company may carry intragroup or other investing activities and cash management.
The Company may borrow in any form and proceed to the issue of bonds, warrants, debentures or
any other financial instruments.
In general fashion the Company may grant assistance (by way of loans, advances, guarantees of
securities or otherwise) to companies or other enterprises in which the Company has an interest or
which form part of the group of Companies to which the Company belongs. The Company may carry
on any industrial activity and maintain a commercial establishment open to the public.
In general, it may take any controlling and supervisory measures and carry out any operation, which it
may deem useful in the accomplishment and development of its purpose. The Company may carry out
all its activities either directly or through one or more branches.
In the relation to the financial reporting process, internal control and risk management procedures are
maintained:
- Proper books and records are maintained in accordance with the group guidelines,
- All financial products (ie, loans, bonds) are governed by contractual agreements and calculation
of payments/receipts and interest accruals are driven by the group in their system,
- All risks and uncertainties facing the Company are listed in the management report.
Other information
The Company doesn’t own quoted participations, directly or indirectly owned.
Rules for appointment or replacement of board members or management team of for modification of the
deed of incorporation:
Art 7 of the by laws states: “ The General Meeting appoints the directors. Directors cannot be appointed
for more than 6 years and are re-eligible. Directors may be removed at any time (with or without cause)
by a resolution of the General Meeting. If the office of a director becomes vacant, the majority of the
Graphics
remaining directors
may
fill the vacancy on a provisional basis until the final appointment is made by the
next
General Meeting."
There are no restrictions on voting rights
or
shareholders who hold special rights. The board members
do not have the right to issue
or
buy back shares.
The Directors hereby confirm that the statements made by the persons responsible within the Company,
to the best
of
their knowledge, and the annual accounts prepared
in
accordance with the applicable set
of
accounting standards give a true and fair view
of
the assets, liabilities, financial position and profit
or
loss
of
the Company. The Directors also confirm that the management report includes a fair review
of
the development and performance
of
the business and the position
of
the Company, together with a
description of the principal risks and uncertainties that the Company faces.
Luxembourg, 28 March 2024
Fatima Boudabza
7
Graphics
PricewaterhouseCoopers, Société coopérative, 2 rue Gerhard Mercator, B.P. 1443, L-1014 Luxembourg
T : +352 494848 1, F : +352 494848 2900, www.pwc.lu
Cabinet de révision agréé. Expert-comptable (autorisation gouvernementale n°10028256)
R.C.S. Luxembourg B 65 477 - TVA LU25482518
Audit report
To the Shareholder of
KBC IFIMA S.A.
Report on the audit of the annual accounts
Our opinion
In our opinion, the accompanying annual accounts give a true and fair view of the financial position of
KBC IFIMA S.A. (the “Company”) as at 31 December 2023, and of the results of its operations for the
year then ended in accordance with Luxembourg legal and regulatory requirements relating to the
preparation and presentation of the annual accounts.
Our opinion is consistent with our additional report to the Audit Committee or equivalent.
What we have audited
The Company’s annual accounts comprise:
• the balance sheet as at 31 December 2023;
• the profit and loss account for the year then ended;
• the cash flow statement as at 31 December 2023; and
• the notes to the annual accounts, which include a summary of significant accounting policies.
Basis for opinion
We conducted our audit in accordance with the EU Regulation No 537/2014, the Law of 23 July 2016
on the audit profession (Law of 23 July 2016) and with International Standards on Auditing (ISAs) as
adopted for Luxembourg by the “Commission de Surveillance du Secteur Financier” (CSSF). Our
responsibilities under the EU Regulation No 537/2014, the Law of 23 July 2016 and ISAs as adopted
for Luxembourg by the CSSF are further described in the “Responsibilities of the “Réviseur d’entreprises
agréé” for the audit of the annual accounts” section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
We are independent of the Company in accordance with the International Code of Ethics for Professional
Accountants, including International Independence Standards, issued by the International Ethics
Standards Board for Accountants (IESBA Code) as adopted for Luxembourg by the CSSF together with
the ethical requirements that are relevant to our audit of the annual accounts. We have fulfilled our other
ethical responsibilities under those ethical requirements.
To the best of our knowledge and belief, we declare that we have not provided non-audit services that
are prohibited under Article 5(1) of the EU Regulation No 537/2014.
The non-audit services that we have provided to the Company and its controlled undertakings, if
applicable, for the year then ended, are disclosed in Note 15 to the annual accounts.
pwc