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ATENOR

Quarterly Report Sep 6, 2021

3908_ir_2021-09-06_9cbbc175-f442-4c62-8dd8-66a813212fb4.pdf

Quarterly Report

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HALF-YEAR FINANCIAL REPORT 20211

La Hulpe, 6 September 2021

HALF-YEAR RESULT: €29.6M +51 %

Despite the persistence of the health crisis, ATENOR has experienced a remarkable first half-year, leading to strongly increased half-year results.

PROJECT DIVESTMENTS: €313.5M OF FINANCIAL MEANS GENERATED

Giving priority to the turnover of the invested equity, ATENOR has concluded several major transactions since the beginning of the year. This amount corresponds to the sum of the cash received and the reduction of the bank debt dedicated to the projects Vaci Greens F (at 30.06.2021), HBC and Buzz (at 31.07.2021) and Dacia 1 (scheduled for 31.12.2021).

The conclusion in January 2021 of a sale contract for the future European Union conference center is emblematic both for Brussels and for ATENOR!

ACQUISITION OF NEW PROJECTS: €242M ENGAGED FOR NEW PROJECTS

During the first months of 2021, ATENOR continued its international growth plan.

This amount concerns the combined acquisition costs for the 4 new projects: Bakerstreet and Lake 11 in Budapest, rue Victor Hugo in Paris and Cloche d'or in Luxembourg.

SURFACEAREAFOR PERMITS OBTAINED: 300,250M² SCHEDULED FOR 31.12.2021, +281% COMPARED WITH 2020

One consequence of the health crisis has been that permit application procedures have been taking longer. While as of 30 June, permits have been granted for 25,000m², ATENOR is expecting to receive by 31.12.2021 permits for an additional surface of more than 275.000m², thus boosting the results prospects for the two following years. A forerunner and committed player in sustainable urban development, ATENOR applies through the development of each of its projects its "sustainability policy" and the fruits of the reflections reached in its trends laboratory, ArchiLab.

DEVELOPMENT PORTFOLIO: 33 PROJECTS TOTALING SOME 1,300,000M²

ATENOR's active presence (local teams) in 10 countries provides a particular type of diversification, which is a source of resilience and opportunities. Taking the recent acquisitions and divestments into account, the portfolio currently contains 1,300,000m², of which 60% of office space and 40% of residential (the equivalent of about 6,500 units under development).

ATENOR'S CEO STÉPHAN SONNEVILLE SA COMMENTS:

« Our positioning on sustainability and internationalization has made ATENOR resilient in 2020 and the beginning of 2021. We anticipate increased results for 2021.

Given the developments in the markets in which we are active and the quality of the projects in our portfolio, we can approach 2022 and 2023 with prospects of growth, embarking on the second phase of the international growth plan. »

* * *

To facilitate understanding of our activities and track their evolution, we provide relevant comments on the first half-year's activities in accordance with the main stages of the value creation cycle in our core business.

1 Atenor has chosen French as its official language. Consequently, ontly the French version text is authentic. The version in English is translation of the French version.

* See the presentation available on www.atenor.eu

Acquisition: As well as the acquisitions in Budapest  during the first half-year - one being office space (24,500 m²) and the other residential (92,180m², i.e. more than 1,300 units), there were two other major acquisitions: Paris CBD and Luxembourg Cloche d'or. These acquisitions are part of our drive (second phase of the growth plan) to establish our identity as a key player in the 10 markets in which we are active.

Building permit application: As announced, we anticipate that our permit application rate in 2021 will be considerably higher than in 2020, reflecting the high level of activity by the teams despite the unfavorable health situation.

Getting building permit: The slowdown in the processing of planning applications, due to the health crisis, will continue to make itself felt in 2021. Nonetheless, the long procedures undertaken in or before 2020 should normally reach their conclusion during the second half of this year. For instance, the permits for Lakeside in Warsaw and WellBe in Lisbon will be issued shortly, authorising us to start with the construction.

In Brussels, the planning permit for the REALEX project is still pending, even though the application lodged has been revised downwards in terms of height and surface area at the request of the Secretary of State in charge of urban planning. Permit issuance in line with this amended application is vital in order to meet the deadlines and the technical and sustainability specifications for the European Union Conference Centre (replacing the obsolete Borschette) for which a sales contract was concluded on 29 January 2021.

Construction: We maintain our strategy of launching construction work as soon as permission is obtained. This policy is particularly supported by the excellent performance of the residential market and the recovery of office take-up in several countries following the marked slow-down seen in 2020. Thus, 20% of the portfolio is in construction. Of these projects under construction, more than 40% are regarded as low-risk, as they are under pre-lease or pre-sale contracts.

Letting: Given the marked general slow-down in office space take-up in 2020, we had based our forecasts solely on investment activity. During the second quarter, a revival of take-up was seen in a number of countries. Several of our projects benefited from this, generating an additional margin on pre-sold projects. Despite the anticipated reduction in building stocks, demand is directed towards new office space that is highly sustainable and can accommodate post-Covid/Covid-safe work styles. In most cases, this requirement is difficult to meet in obsolete building stock.

In line with this logic, it may be recalled that we have reached a great agreement with the State of Luxembourg for the lease of almost 10,000 m² in the TWIST building.

Sale: We have experienced a particularly active first half-year. Apart from the pre-sale of the European Union Conference Centre, we have made several major sales in Hungary and Romania. We have also delivered the Buzz building in Luxembourg. Together, these transactions have had a marked combined effect on results, cashflow and debt reduction. We are also achieving historic sales records on the residential side, in both Western Europe and Central Europe.

As a consequence of the activity growth, a certain recurrence has installed itself in the disposal of projects. Thus, several divestment transactions are currently in progress for which the timing cannot be specified.

B. Prospects for FY 2021

As vaccination rates progress, we are seeing an upturn in the economy and the property market. The health crisis will continue to affect activity levels in the property sector during 2021, but less than in 2020. Processing of permit applications should return to its normal pre-Covid pace.

The health crisis will have accelerated trends that were already ongoing before the pandemic: new ways of working, teleworking, revised work-life balance, talent-hunting, mobility, etc.

But, of course, it is the climate crisis and its urgency that have been brought home to us over these past months. We absolutely must change our behaviour as regards carbon emissions.

ATENOR has indeed positioned itself in line with this deep long-term trend: a consensus on a reduction of office space (an assessment that needs qualifying, depending on the city or country concerned), but certainly also different, more sustainable offices, housing and equipment.

Its positioning on sustainability and internationalization has made ATENOR resilient in 2020 and at the beginning of 2021. Through the recovery - a sustainable recovery - ATENOR will, from 2021 onwards, enjoy the fruits of its positioning.

We expect higher results in 2021. Their extent will be specified in the course of the coming months.

Given the developments in the markets in which we are active and the quality of the projects in our portfolio, we can approach 2022 and 2023 with prospects for growth.

C. Interim Management Report

The first half of 2021 closed with a consolidated net profit (group share) of 29.60 million Euro, an increase compared to a result of 19.62 million Euro registered for the first half of 2020.

As at 30 June 2021, it is mainly margins generated on sold and pre-sold projects, both office and residential, for the most part in Central Europe that generated this result. The lease revenues of the University Business Center II (Warsaw, Poland), Nysdam (La Hulpe, Belgium) and Vaci Greens F (Budapest, Hungary) buildings have also brought a contribution. Revenues in this semester have once again been diverse with 8 projects contributing to the results.

Results 30.06.2021 30.06.2020
Net consolidated result (group share) 29.604 19.624
Profit per share (in Euro) 4,40 3,69
Number of shares 7.038.845 7.038.845
of which own shares 313.427 313.427
Balance sheet 30.06.2021 31.12.2020
Total assets 1.171.434 1.058.442
Cash position at the end of the period 35.702 67.887
Net indebtedness (-) -741.459 -589.539
Total of consolidated equity 298.651 261.212

Table of key consolidated figures ('000 Euro) - Limited review of the auditor

Revenues from ordinary activities and consolidated results

The revenues from ordinary activities as at 30 June 2021 amounted to 132.71 million Euro. They mainly consist of (a) revenues from the sale of the buildings Vaci Greens E and F in Budapest (€93.44M), (b) revenues from the sale of apartments in residential projects (City Dox and La Sucrerie) for a total of 22.42 million Euro, (c) the revenue earned from the sales in future state of completion of the Buzz (Leudelange) and Au Fil des Grands Prés projects (offices; €12.01M), as well as (d) lease revenues on the University Business Center II (Warsaw), Nysdam (La Hulpe) and Vaci Greens F (before sale) buildings totalling 3.04 million Euro.

The other operating revenue (€9.64M) mainly includes the remaining fit out worksfor the European Commission in the building The One (€4.02M), the usufruct royalty (partly retroceded to Immo Beaulieu SA) of the Beaulieu building for the first semester of 2021 (€3.38M) as well as the reinvoicing of service charges and miscellaneous costs of the leased buildings (€1.54M). The disposal of the NGY participation (Hermes Business Campus building) in Bucharest (€ 0.15M) complements the other operating incomes.

The operating result amounted to 41.87 million Euro. This is mainly influenced by the sale of the Vaci Greens E and F buildings (€38.58M), by the sale of the various apartments in residential projects as mentioned above (total of €3.06M), the results of the progress of the pre-sold Buzz and Au Fil des Grands Prés office buildings (€2.58M), the net result of the usufruct receivables on the Beaulieu building (€1.99M) as well as the rental revenue, net of charges, from the UBC II and Nysdam buildings (total of €1.86M).

The net financial result amounts to -5.34 million Euro compared with -4.53 million Euro for the first half of 2020. The increase of net financial charges over the first half year is mainly due to the increase of the Group's average net debt (€ +249.35M compared to the first half of 2020) attenuated by the rise in activations (IAS 23 ; € +1.36M compared to the first half of 2020) relating to the developments in progress.

Taxes amounted to 5.50 million Euro on 30 June 2021 and are mainly composed of current tax and deferred tax liabilities relating to the Vaci Greens, City Dox, Buzz and Au Fil des Grands Prés projects (total of €5.30M).

The net result (group share) of the first half of the financial year amounts to 29.60 million Euro.

Consolidated balance sheet

The consolidated shareholders' equity amounts to 298.65 million Euro, which represents 25.5% of the balance sheet total, a rise of 37.44 million Euro compared to 31 December 2020.

As at 30 June 2021, the Group has a net consolidated indebtedness of 741.46 million Euro (excluding available cash) compared with a net consolidated indebtedness of 589.54 million Euro as at 31 December 2020, mainly due to the issuance of a bond in two "Green"-type tranches for a total of €100M in March 2021.

The "buildings held for sale" classified under "Inventories (Stock)" represent the real estate projects in portfolio and in the course of development. This item amounts to 846.51 million Euro, a net increase of 70.80 million Euro in comparison with 31 December 2020. This variation results primarily (a) from the acquisition of La Cloche d'Or (Renault, Luxembourg) and Bakerstreet II and Lake City projects (Budapest) for a total of 157.16 million Euro, (b) from the continuation of the works and studies of the Arena Business Campus, Roseville (Budapest), Com'Unity (Bezons), @Expo, Dacia, UP-site (Bucharest), City Dox and Realex (Brussels) projects, for a total of 80.93 million Euro and (c) from the sale of apartments in the City Dox project and the sale of HBC and Vaci Greens F office

buildings which reduce the stock by 175.37 million Euro. The balance of the net change in this item (€ 8.09M) is distributed over other projects under development.

Financing policy

ATENOR has continued its policy of financial diversification. This involves spreading maturities in order to limit refinancing risks in the event of unfavourable market conditions. It has also ensured flexibility in the financing of its projects, both before obtaining permissions and during the construction and marketing phases.

Following approval from the FSMA, ATENOR updated its multi-currency "notes" long-term issuance programme (EMTN - Euro Medium Term Notes) on 2 February 2021 for a total amount of EUR 150 million. On the one hand by extending it to private investors with denominations of one thousand euros and on the other hand by linking its use and new issues to the Green Finance Reference Framework.

On 19 March 2021, ATENOR successfully issued two "Green Retail Bond" tranches with maturities of 4 and 6 years- primarily aimed at private investors. The proceeds of these 2 tranches of respectively €25M (3% - maturity 2025) and €75M (3.50% - maturity 2027) will be exclusively used to finance sustainable and energy efficient property development projects. They contribute to ATENOR's environmental objectives under its "Green Finance Framework (GFF)" and are in line with the United Nations Sustainable Development Goals (UN SDGs). These bonds are listed on Euronext Brussels.

ATENOR has a short, medium and long-term CP/MTN (commercial paper) line of 200 million Euro, of which some 181.75 million Euro have been drawn (30.06.2021) and intends to actively pursue its use, with a preference for longer maturities (starting from two years).

As mentioned in the previous paragraph, the use of the EMTN line (150 million Euro) amounts to 103.60 million Euro (30.06.2021). ATENOR will continue to use it in its GFF and is prepared to process the proposals (reverse inquiries) of qualified investors for maturities corresponding to the European development of its project portfolio.

ATENOR shares (code ISIN BE0003837540)

ATENOR has concluded with KBC Securities, officially recognised by Euronext, a liquidity contract on ATENOR shares. KBC Securities is performing the mission of providing liquidity for ATENOR shares, in accordance with the conditions set out in this liquidity provider contract.

Each day, KBC Securities places purchase and sale orders on the markets, in complete independence from ATENOR but respecting certain conditions as regards volume and spread.

Through this new collaboration, ATENOR wishes to improve and facilitate investors' access to ATENOR securities.

Principal risks and uncertainties

The real estate sector generally takes a certain amount of time to experience the effect of an economic recovery. Even if significant public funds are being mobilised to revive the economy following the exit from the Coronavirus pandemic, the visibility of this way out of the crisis is still uncertain. The current slowdown in the real estate sector could last for several more months. We remain attentive to the possible consequences of this development, but are confident in the resilience of the portfolio due to its diversification.

The Board of Directors is attentive to the analysis and management of the various risks and uncertainties which ATENOR and its subsidiaries are confronted with.

On 30 June 2021, ATENOR was not confronted with any litigation.

Impacts of the Covid-19 crisis and prospects for FY 2021 and 2022

The Covid pandemic will continue to weigh heavily on the activity level of the property sector in 2021. We have therefore taken into account, in our forecasts at the beginning of the year, the slowing down in the decisionmaking and administrative procedures regarding urban planning but also the fact that the office rental market in the private sector will remain at a relatively low level.

At the present stage, we do not anticipate that the Covid-19 crisis will have a major impact on ATENOR's expected level of activity, nor on its results forecasts.

However, we remain attentive to any developments, notably to any consequences of new waves of contamination caused by the variants of Covid-19.

Dividend policy

ATENOR intends to maintain its dividend policy providing shareholders with an attractive and recurrent return. The gross amount of the last dividend paid, on 28 April 2021, was 2.42 Euro (as against 2.31 Euro in 2020).

Financial calendar

Intermediate declaration for third quarter 2021 18 November 2021 Publication of the annual results for 2021 March 2022 Annual General Meeting 2021 22 April 2022

Contact and Information

For more detailed information, please contact Stéphan Sonneville SA, CEO or Sidney D. Bens, CFO.

+32-2-387.22.99 - +32-2-387.23.16 - e-mail: [email protected] - www.atenor.eu

D. Summary Financial Statements

Consolidated statement of comprehensive income

In thousands of EUR
Notes 30.06.2021 30.06.2020
Operating revenue 132.715 54.503
Turnover 129.094 46.502
Property rental income 3.621 8.001
Other operating income 9.636 27.817
Gain (loss) on disposals of financial assets 146 19.283
Other operating income 9.490 8.543
Gain (loss) on disposals of non-financial assets -9
Operating expenses (-) -100.480 -54.579
Raw materials and consumables used (-) -229.365 -84.964
Changes in inventories of finished goods and work in progress 179.121 67.554
Employee expenses (-) -2.229 -738
Depreciation and amortization (-) -332 -304
Impairments (-) 225 -8
Other operating expenses (-) -47.900 -36.119
RESULT FROM OPERATING ACTIVITIES - EBIT 41.871 27.741
Financial expenses (-) -5.974 -5.304
Financial income 633 774
Share of profit (loss) from investments consolidated by the equity method -1.509 -677
PROFIT (LOSS) BEFORE TAX 35.021 22.534
Income tax expense (income) (-)
7
-5.501 -3.013
PROFIT (LOSS) AFTER TAX 29.520 19.521
Post-tax profit (loss) of discontinued operations 0 0
PROFIT (LOSS) OF THE PERIOD 29.520 19.521
Non controlling interests -84 -103
Group profit (loss) 29.604 19.624

EARNINGS PER SHARE

30.06.2021 30.06.2020
Total number of issued shares 7.038.845 7.038.845
of which own shares 313.427 313.427
Weighted average number of shares (excluding own shares) 6.724.537 5.325.384
Basic earnings per share 4,40 3,69
Diluted earnings per share 4,40 3,69
Other elements of the overall profit and losses In thousands of EUR
30.06.2021 30.06.2020
Group share result 29.604 19.624
Items not to be reclassified to profit or loss in subsequent periods :
Employee benefits
Items to be reclassified to profit or loss in subsequent periods :
Translation adjusments 24.071 -8.660
Cash flow hedge 1
3
8
8
-52
Tax
Overall total results of the group 53.763 10.912

Overall profits and losses of the period attributable to third parties -84 -103

7

D. Summary Financial Statements (continued)

Consolidated statement of the financial position

ASSETS

In thousands of EUR
Notes 30.06.2021 30.06.2020 31.12.2020
NON-CURRENT ASSETS 147.013 111.239 127.368
Property, plant and equipment 1
0
3.390 3.627 3.517
Intangible assets 3
2
5
1
3
7
Investments consolidated by the equity method 62.991 60.291 64.180
Deferred tax assets 4.572 5.518 5.070
Other non-current financial assets 52.971 13.601 49.061
Non-current trade and other receivables 23.057 28.151 5.503
CURRENT ASSETS 1.024.421 868.222 931.074
Inventories 9 846.509 665.923 775.706
Other current financial assets 4 9.851 28.244 37.751
Current tax assets 1.512 1.816 1.751
Current trade and other receivables 135.275 84.819 79.052
Current loans payments 1
5
4
1
1
5
Cash and cash equivalents 4 26.425 80.010 30.713
Other current assets 4.834 7.369 6.086
TOTAL ASSETS 1.171.434 979.461 1.058.442

LIABILITIES AND EQUITY

30.06.2021 30.06.2020 31.12.2020
TOTAL EQUITY 298.651 260.313 261.212
Group shareholders' equity 296.087 257.603 258.564
Issued capital 133.621 133.621 133.621
Reserves 177.539 139.055 140.016
Treasury shares (-) -15.073 -15.073 -15.073
Non controlling interest 2.564 2.710 2.648
Non-current liabilities 516.212 391.532 482.617
Non-current interest bearing borrowings 5 480.722 329.277 433.001
Non-current provisions 20.136 5.433 10.903
Pension obligation 902 701 902
Derivatives 1
3
279 403 367
Deferred tax liabilities 619 2.793 702
Non-current trade and other payables 12.481 50.382 33.959
Other non-current liabilities 1.073 2.543 2.783
Current liabilities 356.571 327.616 314.613
Current interest bearing debts 5 296.439 270.644 224.425
Current provisions 153 724 338
Current tax payables 5.922 4.647 3.499
Current trade and other payables 42.571 43.817 74.097
Other current liabilities 11.486 7.784 12.254
TOTAL EQUITY AND LIABILITIES 1.171.434 979.461 1.058.442

D. Summary Financial Statements (continued)

Consolidated cash flow statement (indirect method)

30.06.2021
30.06.2020
31.12.2020
Operating activities
- Net result
29.604
19.624
24.129
- Result of non controlling interests
-84
-103
-165
- Result of Equity method Cies
1.509
677
1.180
- Interest charges
5.321
4.644
9.794
- Interest incomes
-628
-98
-302
- Income tax expense
7
4.987
4.441
8.219
- Result for the year
40.709
29.185
42.855
- Depreciations
332
304
619
- Impairment losses
-225
8
246
- Translation adjustments
762
2.767
5.264
- Provisions
6.027
1
2
5.245
- Deferred taxes
7
514
-1.428
-3.071
- (Profit)/Loss on disposal of fixed assets
-146
-19.273
-19.279
- SOP / IAS 19
3
2
-1.266
-1.177
- Adjustments for non cash items
7.296
-18.876
-12.153
- Variation of inventories
-182.101
-69.981
-184.954
- Variation of trade and other amounts receivables
-75.854
-1.526
20.082
- Variation of trade payables
5.857
3.769
8.287
- Variation of amounts payable regarding wage taxes
-255
-334
-71
- Variation of other receivables and payables
-34.246
4.439
28.518
- Net variation on working capital
-286.599
-63.633
-128.138
- Interests received
628
9
8
302
- Income tax (paid) received
-2.245
-3.103
-7.911
Cash from operating activities (+/-)
-240.211
-56.329
-105.045
Investment activities
- Acquisitions of intangible and tangible fixed assets
-194
-538
-759
- Acquisitions of financial investments
-31.120
-1.291
-5.684
- New loans
-3.912
-1.099
-36.566
- Subtotal of acquired investments
-35.226
-2.928
-43.009
- Disposals of intangible and tangible fixed assets
0
0
5
- Disposals of financial investments
63.918
0
0
- Reimbursement of loans
2
0
0
- Subtotal of disinvestments
63.920
0
5
Cash from investment activities (+/-)
28.694
-2.928
-43.004
Financial activities
- Increase in capital
76.006
76.006
- New borrowings
220.170
75.684
216.483
- Repayment of borrowings
-21.651
-11.233
-98.144
- Interests paid
-3.069
-4.660
-9.191
- Dividends paid to company's shareholders
6
-16.272
-12.284
-12.284
- Directors' entitlements
-410
-256
-256
Cash from financial activities (+/-)
178.768
123.257
172.614
Net variation ot the period
-32.749
64.000
24.565
- Cash and cash equivalent at the beginning of the year
67.887
45.447
45.447
- Net variation in cash and cash equivalent
-32.749
64.000
24.565
- Non cash variations
564
-1.639
-2.125
- Cash and cash equivalent at end of the year
4
35.702
107.808
67.887
Notes In thousands of EUR

D. Summary Financial Statements (continued)

Consolidated statement of change in equity

D. Summary Financial Statements (continued)
Consolidated statement of change in equity
Note Issued capital share is
sue
premium
Hedging reserves Own shares Consolidated
reserves
Profit/loss of the
period
IAS 19R
reserves
Cumulative
translation
Minority
interests
Total Equity
In thousands of EUR adjusments
2 0 2 0
Balance as of 01.01.2020 57.631 - -351 -15.073 162.795 - -643 -20.108 2.797 187.048
Profit/loss of the period - - - - - 24.129 - - -165 23.964
Other elements of the overall results - -16 - - - -198 -12.132 - -12.346
Total comprehensive income
Capital increase
- - -16 - - 24.129 -198 -12.132 -165 11.618
Paid dividends 6 14.408
-
61.582 -
-
-
-
-
-12.284
-
-
-
-
-
-
-
-
75.990
-12.284
Own shares - - - - - - - -
Share based payment / Valuation - - - -1.176 - - - - -1.176
Other - - - - - - - 16 1
6
Balance as of 31.12.2020 72.039 61.582 -367 -15.073 149.335 24.129 -841 -32.240 2.648 261.212
First semester 2 0 2 0
Balance as of 01.01.2020 57.631 - -351 -15.073 162.795 - -643 -20.108 2.797 187.048
Profit/loss of the period - - - - - 19.624 - - -103 19.521
Other elements of the overall results - - -52 - - - - -8.660 - -8.712
Total comprehensive income - - -52 - - 19.624 - -8.660 -103 10.809
Capital increase 14.408 61.582 - - - - - - - 75.990
Paid dividends 6 - - - - -12.284 - - - - -12.284
Own shares - - - - - - - - - -
Share based payment / Valuation - - - - -1.266 - - - - -1.266
Other - - - - - - - - 16 16
Balance as of 30.06.2020 72.039 61.582 -403 -15.073 149.245 19.624 -643 -28.768 2.710 260.313
First semester 2 0 2 1
Balance as of 01.01.2021 72.039 61.582 -367 -15.073 149.335 24.129 -841 -32.240 2.648 261.212
Profit/loss of the period - - - - - 29.604 - - -84 29.520
Other elements of the overall results - - 88 - - - - 24.071 - 24.159
Total comprehensive income - - 88 - - 29.604 - 24.071 -84 53.679
Capital increase - - - - - - - - - -
Paid dividends 6 - - - - -16.272 - - - - -16.272
Own shares Note - - - - - - - - - -
Share based payment / Valuation 1
1
- - - - 32 - - - - 3
2
Other - - - - - - - - - -
Balance as of 30.06.2021 72.039 61.582 -279 -15.073 133.095 53.733 -841 -8.169 2.564 298.651

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ON 30.06.2021

Note 1. Corporate information

The half-year consolidated financial statements of the Group on 30 June 2021 were adopted by the Board of Directors meeting on 2 September 2021.

Note 2. Principal accounting methods

1. Basis for preparation

The consolidated accounts of 30 June 2021 were prepared in conformity with the IAS 34 standard relating to intermediate financial information.

The intermediate financial accounts must be read alongside the annual report of 31 December 2020.

2. Consolidation principles and significant accounting principles

The evaluation rules adopted for the preparation of the consolidated financial situation of 30 June 2020 were not modified compared to the rules followed for the preparation of the annual report of 31 December 2020.

Standards&interpretationspublished,butnot yet applicableforthe annual period beginning on 1 January 2021 - Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark Reform – phase 2

  • Amendment to IFRS 16 Leases: COVID-19-Related Rent Concessions beyond 30 June 2021 (applicable for annual periods beginning on or after 1 April 2021 but not yet endorsed in the EU).

These amendments have not had any impact on ATENOR's consolidated financial statements.

The consolidated half-year financial statements were prepared in accordance with IFRS standards (International Financial Reporting Standards) as adopted in the European Union.

Comment on Covid-19

The Covid-19 pandemic has not had any influence on the evaluation rules, nor on management's judgements, nor on the half-yearly accounts for 2021.

As regards the prospects and estimates of future impacts, please refer to the comments in the interim management report (above).

Note 3. Seasonal information

The life cycle of the real estate projects of ATENOR can be summarised in three major phases: the land purchase phase, the project development and construction phase, and the marketing and sales phase. The length and process of these phases are neither similar nor comparable from one project to another.

Follow-up and compliance with the planning of each of these projects are assured by the implementation of a regular communication system. Internal control is provided by:

  • an executive committee that meets monthly for each of the projects and which is formalised by minutes.

As soon as a project reaches the construction phase, a monthly progress meeting is held with:

  • the external specialists to ensure that the agreed deadlines are complied with and
  • the General Contractor in charge of construction.

This communication system allows Atenor to determine, monitor and resolve all potential operational risks well upfront.

Note 4. Other current financial assets, cash and cash equivalents

In thousands of EUR
30.06.2021 30.06.2020 31.12.2020
CASH AND CASH EQUIVALENTS
Short-term deposits 9.277 27.798 37.174
Bank balances 26.423 80.004 30.711
Cash at hand 2 6 2
Total cash and cash equivalents 35.702 107.808 67.887

See tables pages 8 and 9

Note 5. Financial Liabilities

In thousands of EUR Current Non current
More than 5 Total Fair value (*) Valuation
30.06.2021 Up to 1 year 1-5 years years
Derivatives 279 279 279 level 2
Financial liabilities
Finance lease debts (IFRS 16) 195 474 2
4
693 690 level 3
Credit institutions 112.744 68.940 181.684 180.942 level 3
Bond isssue 20.000 149.761 140.000 309.761 314.908 levels 1 & 3
Other loans 163.500 116.523 5.000 285.023 284.907 levels 1 & 3
Total financial liabilities according to their maturity 296.439 335.698 145.024 777.161 781.447
Other financial liabilities 0
Trade payables 35.328 35.328 35.328 level 3
Other payables 6.421 12.481 18.902 18.902 level 3
Other financial liabilities 1.073 1.073 1.073 level 3
Total amount of other liabilities according to their maturity 41.749 13.554 0 55.303 55.303
Current Non current
31.12.2020 Up to 1 year 1-5 years More than 5 Total Fair value Valuation
years
Derivatives
- 367 367 367 level 2
Financial liabilities
Finance lease debts (IFRS 16) 193 530 6
7
790 788 level 3
Credit institutions 70.582 137.086 207.668 207.715 level 3
Bond isssue 0 144.842 65.000 209.842 213.164 levels 1 & 3
Other loans 153.650 84.976 500 239.126 240.096 levels 1 & 3
Total financial liabilities according to their maturity 224.425 367.434 65.567 657.426 661.763
Other financial liabilities 0
Trade payables 33.501 33.501 33.501 level 3
Other payables 28.083 33.959 62.042 62.042 level 3
Other financial liabilities 2.783 2.783 2.783 level 3

(*) Levels of fair value hierarchy

For each category of financial instrument, ATENOR gives the methods applied to determine fair value.

  • Level 1 : Quoted prices on active markets
  • For instruments quoted on an active market, the fair value corresponds to the quotation on the closure date. - Level 2 : (Direct or indirect) observable data, other than quoted prices
  • Derivatives are valued, if necessary, by a financial institution on the basis of market parameters.
  • Level 3 : Non observable market data

Depending on their maturity, "Financial liabilities" are valued by discounting the flows or at amortised cost on the basis of their effective interest rate, supported by conventions and amounts borrowed.

The "Trade and other payables" are measured on their initial book value, supported by conventions, invoices and amounts paid.

At 30 June 2021, the interest rate applied is 2.467%. It corresponds to the weighted average rate for the Group's financing.

The policy on indebtedness, the financial risks and the interest rate risk are set out in note 20 in the annual financial report for 2020.

In thousands of EUR
Current Non-current TOTAL
Up to 1 year More than 1 year
MOVEMENTS ON FINANCIAL LIABILITIES
On 31.12.2020 224.425 433.001 657.426
Movements of the period
- New loans 73.500 146.500 220.000
- Reimbursement of loans -21.481 -21.481
- Exits from the consolidation scope -1.838 -76.921 -78.759
- Variations from foreign currency exchange 1 -26 -25
- Short-term/long-term transfer 21.798 -21.798
- Other 3
4
-34
On 30.06.2021 296.439 480.722 777.161

Please see the comment on page 4 on the consolidated balance and the increase in indebtedness.

The net increase in financial debt, to the amount of €119.74M is due to:

  • New borrowing during the half-year (+ €220M), namely two bond issues of the "Green" type, for €25M and €75M respectively (characteristics set out below), corporate financing of €30M, the ING credit of €24M in the framework of the City Dox project, and the increase in the CP/(E)-MTN outstandings, to the value of €66M;
  • The disposal of NGY Properties Investment SRL (HBC project) together with its bank financing with DPB (€ - 78.76M);
  • The half-yearly repayments (€ -21,48 M), of which €20.15M from MTN which became due.

Main characteristics of the new bond issues in S1-2021 :

N° 1 – 2021 - 2025

  • Retail bond issue of the "Green Retail Bond" type tranche 1
  • Amount: €25,000,000
  • Gross annual interest of 3.00%
  • Gross actuarial yield: 2.57%
  • Issue date: 19.03.2021
  • Maturity date: 19.03.2025
  • Issue price: 101.625%
  • Nominal minimum subscription amount: € 1,000
  • Bond listed on Euronext Brussels
  • ISIN code: BE0002776574
  • Coordinator: Banque Belfius
  • Co-leaders: Belfius and KBC

N° 2 – 2021 - 2027

  • Retail bond issue of the "Green Retail Bond" type tranche 2
  • Amount: €75,000,000
  • Gross annual interest of 3.50%
  • Gross actuarial yield: 3.15 %
  • Issue date: 19.03.2021
  • Maturity date: 19.03.2027
  • Issue price: 101.875%
  • Nominal minimum subscription amount: €1,000
  • Bond listed on Euronext Brussels
  • ISIN code: BE0002775568
  • Coordinator: Banque Belfius
  • Co-leaders: Belfius and KBC

FINANCIAL DEBTS on 30.06.2021

Nominal value (in EUR)
Bonds issues
Retail bond - tranche 1 at 2.875% 05.04.2018 to 05.04.2022 20,000,000
Retail bond - tranche 2 at 3.50% 05.04.2018 to 05.04.2024 30,000,000
Retail bond - tranche 1 at 3% 08.05.2019 to 08.05.2023 20,000,000
Retail bond - tranche 2 at 3.50% 08.05.2019 to 08.05.2025 40,000,000
Retail bond - tranche 1 at 3.25% 23.10.2020 to 23.10.2024 35,000,000
Retail bond - tranche 2 at 3.875% 23.10.2020 to 23.10.2026 65,000,000
Green Retail bond - tranche 1 at 3.00% 19.03.2021 to 19.03.2025 25,000,000
Green Retail bond - tranche 2 at 3.50% 19.03.2021 to 19.03.2027 75,000,000
Total emprunts obligataires 310,000,000
Via credit institutions
Atenor Group Participations 9,000,000
Atenor Long Term Growth 7,000,000
Atenor Corporate 714,286
Atenor Corporate 30,000,000
Projects Le Nysdam (via Hexaten) 13,000,000
City Dox (via Immmobilière de la Petite Île) 24,000,000
Realex (via Leaselex) 50,000,000
Realex (via Immo Silex) 10,000,000
Beaulieu (via Atenor) 18,900,000
Lakeside (via Haverhill) 19,250,000
Total financial debts via credit institutions 181,864,286
Other loans
CP 2021 130,500,000
MTN 2021 2,500,000
2022 28,750,000
2023 14,500,000
2025 5,000,000
2026 500,000
EMTN 2021 30,000,000
2022 18,000,000
2023 30,000,000
2024 8,100,000
2025 10,000,000
2026 2,500,000
2027 5,000,000
Total other payables 285,350,000
Leases liabilities (IFRS 16)
Atenor France
422,576
Atenor Hungary 270,964
Total leases liabilities 693,540

Note 6. Paid Dividends

In thousands of EUR
30.06.2021 30.06.2020 31.12.2020
Dividends on ordinary shares declared and paid during the period:
Final dividend for 2020: € 2.42
Final dividend for 2019: € 2.31
-16.272 -12.284 -12.284

ATENOR does not offer any interim dividend.

Note 7. Income taxes

In thousands of EUR
TAXES 30.06.2021 30.06.2020 31.12.2020
Income tax expense / Income - current
Current period tax expense -5.090 -4.441 -7.716
Adjustments to tax expense/income of prior periods 103 -503
Total current tax expense, net -4.987 -4.441 -8.219
Income tax expense / Income - Deferred
Related to the current period -576 1.824 3.534
Related to tax losses 6
2
-396 -463
Total deferred tax expense -514 1.428 3.071
Total current and deferred tax expense -5.501 -3.013 -5.148

Please see the comments on page 4

Note 8. Segment reporting

In thousands of EUR 30.06.2021 30.06.2020 31.12.2020
Western
Europe
Central
Europe
Total Western
Europe
Central
Europe
Total Western
Europe
Central
Europe
Total
Operating revenue 36.144 96.571 132.715 27.922 26.581 54.503 68.922 63.067 131.989
Turnover 35.385 93.709 129.094 27.216 19.286 46.502 67.556 47.674 115.230
Property rental income 759 2.862 3.621 706 7.295 8.001 1.366 15.393 16.759
Other operating income 8.285 1.351 9.636 24.302 3.515 27.817 42.104 6.436 48.540
Gain (loss) on disposals of financial assets 146 146 19.283 19.283 19.283 19.283
Other operating income 8.139 1.351 9.490 5.028 3.515 8.543 22.825 6.436 29.261
Gain (loss) on disposals of non-financial assets 0 -9 -9 -4 -4
Operating expenses (-) -40.978 -59.502 -100.480 -35.155 -19.424 -54.579 -91.280 -49.073 -140.353
Raw materials and consumables used (-) -169.429 -59.936 -229.365 -28.537 -56.427 -84.964 -138.167 -97.670 -235.837
Changes in inventories of finished goods and work in
progress 162.959 16.162 179.121 16.545 51.009 67.554 98.318 86.377 184.695
Employee expenses (-) -1.857 -372 -2.229 -457 -281 -738 -2.351 -670 -3.021
Depreciation and amortization (-) -235 -97 -332 -208 -96 -304 -420 -199 -619
Impairments (-) 123 102 225 -8 -8 -125 -121 -246
Other operating expenses (-) -32.539 -15.361 -47.900 -22.498 -13.621 -36.119 -48.535 -36.790 -85.325
RESULT FROM OPERATING ACTIVITIES - EBIT 3.451 38.420 41.871 17.069 10.672 27.741 19.746 20.430 40.176
Financial expenses (-) -6.846 872 -5.974 -5.624 320 -5.304 -11.352 -86 -11.438
Financial income 633 633 774 774 1.553 1 1.554
Share of profit (loss) from investments consolidated by
the equity method -1.509 -1.509 -677 -677 -1.180 -1.180
PROFIT (LOSS) BEFORE TAX -4.271 39.292 35.021 11.542 10.992 22.534 8.767 20.345 29.112
Income tax expense (income) (-) -1.840 -3.661 -5.501 -1.769 -1.244 -3.013 -3.633 -1.515 -5.148
PROFIT (LOSS) AFTER TAX -6.111 35.631 29.520 9.773 9.748 19.521 5.134 18.830 23.964
Post-tax profit (loss) of discontinued operations -1.840 -3.661 -5.501
PROFIT (LOSS) OF THE PERIOD -6.111 35.631 29.520 9.773 9.748 19.521 5.134 18.830 23.964
Intercompany elimination 1.426 -1.426 0 1.247 -1.247 0 2.557 -2.557 0
CONSOLIDATED RESULT -4.685 34.205 29.520 11.020 8.501 19.521 7.691 16.273 23.964
Overall profits and losses of the period attributable
to third parties -84 -84 -103 -103 -165 -165
Group share result -4.601 34.205 29.604 11.123 8.501 19.624 7.856 16.273 24.129

Segment information is prepared, both for internal reporting and external disclosure, on a single sector of activity, i.e. real-estate development projects (office and residential buildings, the retail activity being accessory to the first two mentioned). This activity is presented, managed and monitored on a project-by-project basis. The various project committees, the Executive Committee and the Board of Directors are responsible for monitoring the various projects and assessing their performances. However, based on the location of the projects, two geographical segments are henceforth identifiable: on the one hand there is Western Europe, covering Belgium, the Grand Duchy of Luxembourg, the Netherlands, France, Germany, Portugal and the United Kingdom, and, on the other hand, there is Central Europe, covering Poland, Hungary and Romania.

Taken at 30 June 2021, this segmentation highlights the contribution to the consolidated result of the projects in Central Europe (mainly the Vaci Greens project).

The ATENOR activity report provides more detailed information about the results and purchases and sales during the period reviewed.

30.06.2021 30.06.2020 31.12.2020
Western Central Western Central Western Central
In thousands of EUR Europe Europe Total Europe Europe Total Europe Europe Total
ASSETS
NON-CURRENT ASSETS 146.575 438 147.013 110.598 641 111.239 126.853 515 127.368
Property, plant and equipment 2.963 427 3.390 3.026 601 3.627 3.009 508 3.517
Intangible assets 2
7
5 3
2
1
9
3
2
5
1
3
1
6 3
7
Investments consolidated by the equity
method 62.991 62.991 60.291 60.291 64.180 64.180
Deferred tax assets 4.572 4.572 5.518 5.518 5.070 5.070
Other non-current financial assets 52.965 6 52.971 13.593 8 13.601 49.060 1 49.061
Non-current trade and other receivables 23.057 23.057 28.151 28.151 5.503 5.503
CURRENT ASSETS 726.738 297.683 1.024.421 481.688 386.534 868.222 532.704 398.370 931.074
Assets held for sale
Inventories 575.639 270.870 846.509 333.798 332.125 665.923 412.380 363.326 775.706
Other current financial assets 9.851 9.851 28.244 28.244 37.751 37.751
Current tax receivables 1.415 9
7
1.512 1.514 302 1.816 1.691 6
0
1.751
Current trade and other receivables 123.811 11.464 135.275 56.302 28.517 84.819 63.967 15.085 79.052
Current loans payments 1
5
1
5
4
1
4
1
1
5
1
5
Cash and cash equivalents 13.429 12.996 26.425 60.373 19.637 80.010 15.533 15.180 30.713
Other current assets 2.578 2.256 4.834 1.416 5.953 7.369 1.367 4.719 6.086
TOTAL ASSETS 873.313 298.121 1.171.434 592.286 387.175 979.461 659.557 398.885 1.058.442
LIABILITIES AND EQUITY
TOTAL EQUITY 275.948 22.703 298.651 255.943 4.370 260.313 252.506 8.706 261.212
Group shareholders' equity 273.384 22.703 296.087 253.233 4.370 257.603 249.858 8.706 258.564
Issued capital 133.621 133.621 133.621 133.621 133.621 133.621
Reserves 154.836 22.703 177.539 134.685 4.370 139.055 131.310 8.706 140.016
Treasury shares (-) -15.073 -15.073 -15.073 -15.073 -15.073 -15.073
Non controlling interest 2.564 2.564 2.710 2.710 2.648 2.648
Non-current liabilities 475.556 40.656 516.212 335.487 56.045 391.532 374.566 108.051 482.617
Non-current interest bearing borrowings 462.531 18.191 480.722 296.793 32.484 329.277 337.318 95.683 433.001
Non-current provisions 4.621 15.515 20.136 2.345 3.088 5.433 1.906 8.997 10.903
Pension obligation 902 902 701 701 902 902
Derivatives 279 279 403 403 367 367
Deferred tax liabilities 546 7
3
619 716 2.077 2.793 531 171 702
Non-current trade and other payables 6.956 5.525 12.481 34.932 15.450 50.382 33.909 5
0
33.959
Other non-current liabilities 1.073 1.073 2.543 2.543 2.783 2.783
Current liabilities 121.809 234.762 356.571 856 326.760 327.616 32.485 282.128 314.613
Current interest bearing debts 295.290 1.149 296.439 261.038 9.606 270.644 221.439 2.986 224.425
Current provisions 153 153 724 724 338 338
Deferred tax liabilities 2.250 3.672 5.922 4.594 5
3
4.647 1.779 1.720 3.499
Current trade and other payables 29.823 12.748 42.571 30.643 13.174 43.817 35.001 39.096 74.097
Other current liabilities 10.881 605 11.486 4.705 3.079 7.784 8.642 3.612 12.254
Intercompany elimination / not allocated -216.588 216.588 -300.848 300.848 -234.714 234.714
TOTAL EQUITIES AND LIABILITIES 873.313 298.121 1.171.434 592.286 387.175 979.461 659.557 398.885 1.058.442

Note 9. Inventories

In thousands of EUR
30.06.2021 30.06.2020 31.12.2020
Buildings intended for sale, beginning balance 775.706 608.025 608.025
Activated costs 253.646 100.857 259.301
Disposals of the year -74.705 -32.678 -78.652
Reclassifications from/to the "Inventories" 2
5
5
1
Borrowing costs (IAS 23) 3.160 1.803 4.306
Foreign currency exchange increase (decrease) 2.619 -12.109 -17.199
Write-offs (written back) 125 -125
Movements during the year 70.803 57.898 167.682
Buildings intended for sale, ending balance 846.509 665.923 775.706
Accounting value of inventories mortgaged (limited to granded loans) 134.874 135.316 190.240

Please see comments on page 4.

Note 10. Property, plant and equipment

This item mainly includes the interior developments made to the leased buildings and the rights of use recognised by application of IFRS 16.

The investments over the half year total 192,000 Euro. Depreciation over this period came to 325,000 Euro. No loss of value was booked.

Note 11. . Stock option plans for employees and other payments based on shares

On 4 March 2021, ATENOR issued a stock option plan (SOP 2021) for the subsidiary named Atenor Long Term Growth (ALTG).

The options issued on this subsidiary benefit the members of the Executive Committee, personnel and some ATENOR service providers.

This SOP 2021 may be exercised during the three following periods: from 8 March to 29 March 2024, from 10 March to 31 March 2025 and from 10 March to 31 March 2026 after each publication of the annual results.

It may be recalled that the Board, on 29 August 2018, decided to acquire 150,000 securities via the subsidiary Atenor Long Term Growth SA with a view to putting in place, from 2019 onwards, the aforementioned new share option plan.

Note 12. Related Parties

In thousands of EUR
Participations 30.06.2021 30.06.2020 31.12.2020
VICTOR ESTATES 968 1.045 1.007
VICTOR PROPERTIES 4
6
5
2
4
8
VICTOR BARA 4.332 4.371 4.351
VICTOR SPAAK 7.752 7.816 7.783
IMMOANGE 795 948 933
MARKIZAAT 10.093 9.941 10.104
CCN DEVELOPPEMENT 34.958 35.988 35.694
DE MOLENS 1
4
3
0
2
3
TEN BRINKE MYBOND VERHEESKADE 4.232 4.309
LAAKHAVEN VERHEESKADE II 299 7
8
ALTHEA FUND COMPARTIMENT IV 100
LANKELZ FONCIER -498 -150
Total 62.991 60.291 64.180
In thousands of EUR
Movements of participations 30.06.2021 30.06.2020 31.12.2020
At the end of the preceding period 64.180 59.676 59.676
Share in result -1.509 -677 -1.180
Acquisitions, price adjustments and
restructuring 320 132 4.524
Disposals
Capital increase 1.160 1.160
Loss of value
Reclassification to other items
At the end of the period 62.991 60.291 64.180
In thousands of EUR
Sums due to related
parties
Sums due to the
group from related
parties
IMMOANGE - 1.041
VICTOR ESTATES - 5.214
VICTOR PROPERTIES - 284
VICTOR BARA - 2.225
VICTOR SPAAK - 3.951
MARKIZAAT - -
CCN DEVELOPMENT - 4.252
DE MOLENS - 879
TEN BRINKE MYBOND VERHEESKADE - 8.104
LAAKHAVEN VERHEESKADE II - 14.914
LANKELZ FONCIER - 11.927

Within the framework of the Victor project, the (50/50) joint-venture with BPI has led to the consolidation by the equity method of the companies Immoange, Victor Properties, Victor Estates, Victor Spaak and Victor Bara. In 2019, ATENOR acquired 50% of the shares of the company Markizaat (ex Dossche Immo), holder of a plot and buildings in Deinze (De Molens project). In May 2020, ATENOR took a 50% share in the establishment of the De Molens company, which will develop the project of the same name.

In December 2020, ATENOR acquired 50% of the shares of the Dutch company TBMB, which holds land and building rights in The Hague (The Stage project).

ATENOR continued its establishment in the Netherlands by participating at 50% in the constitution of the company Laakhaven Verheeskade II in December 2020. These two companies will develop neighbouring projects in the district of Laakhaven (The Hague).

In addition, ATENOR has subscribed up to 50% to the constitution of Lankelz Foncier SARL which has taken over the assets and liabilities of Althea Fund Compartiment IV. This company will develop the Perspectiv' (formerly Lankelz) project in Luxembourg.

It should be recalled that, in 2019, ATENOR entered into a partnership (33%) with AGRE and AXA through CCN Development as part of the CCN Brussels project.

No other important change occurred concerning the related parties during the first half of 2021.

Please also refer to note 13 in the annual financial report for 2020.

Note 13. Derivatives

ATENOR does not use derivative instruments for trading purposes.

In the context of its €22M of financing contracted in February 2019 by its Polish subsidiary Haverhill Investments, ATENOR simultaneously concluded a rate hedging contract that covers 71% of the loan. The fair value of this financial instrument qualified as "cash flow hedge" (variation of €0.08M) is directly booked in equity. Please refer to the table on page 10

Note 14. Own shares

MOVEMENTS IN OWN SHARES Amount
(in thousands of €)
Number of shares
On 31.12.2020 (average price € 48.09 per share) 15.073 313.427
Movements during the period
- acquisitions
- sales
104
-104
1.834
-1.834
On 30.06.2021 (average price € 48.09 per share) 15.073 313.427

These shares aim to serve the share options plans (2017 to 2019) allocated to ATENOR staff and some of its service providers.

The shares acquired during the first half-year were acquired and immediately ceded as part-payment of remuneration in the form of shares in the company.

Note 15. Events subsequent to the closing date

  • In its press release of 28 July 2021, ATENOR confirmed the definitive sale, with effect from 1 January 2021 (date of deconsolidation), to Adventum Group (an investment fund management company specialising in real estate investments in Central and Eastern Europe) of the company NGY Propertiers, the owner of three office buildings making up the Hermes Business Campus in Bucharest. This sale has a limited positive impact on the half-yearly results for 2021 but does contribute to a major reduction in ATENOR's net indebtedness.
  • Likewise, ATENOR announced, on 16 August 2021, the signing of an agreement with the holding company of the Romanian group "Dedeman" (Paval family) concerning the sale of the DACIA ONE project located in Bucharest. As a reminder, this disposal remains subject to the usual conditions precedent, linked to the acceptance of the works and tenant installation, all of which is scheduled for the end of September 2021.

No other important event occurring since 30 June 2021 is to be noted.

E. Statement by the Management

Stéphan SONNEVILLE s.a., CEO and President of the Executive Committee and the Members of the Executive Committee, including Mr Sidney D. BENS, CFO, acting in the name of and on behalf of ATENOR SA attest that to the best of their knowledge,

  • The summary financial statements at 30 June 2021 were prepared in conformity with IFRS standards as adopted by the European Union and provide a true and fair view of the assets, of the financial situation and of the profits of ATENOR and of the enterprises included in the consolidation;2
  • The six month financial report contains a true reflection of the major events and of the principal transactions between related parties occurring during the first six months of the financial year and of their impact on the summary financial statements as well as a description of the main risks and uncertainties for the remaining months of the financial year (see page 5 of the present document).

2 Affiliated companies of ATENOR in the sense of article 1.20 of Code on companies and associations

F. External audit

Statutory auditor's report to the board of directors of Atenor SA on the review of the condensed consolidated interim financial information as at 30 June 2021 and for the six-month period then ended

Introduction

We have reviewed the condensed consolidated statement of financial position of Atenor SA as at 30 June 2021, the interim consolidated statements of income and other comprehensive income, changes in equity and cash flows for the six-month period then ended, and notes ("the condensed consolidated interim financial information"). The board of directors is responsible for the preparation and presentation of this condensed consolidated interim financial information in accordance with IAS 34, "Interim Financial Reporting" as adopted by the European Union. Our responsibility is to express a conclusion on this condensed consolidated interim financial information based on our review.

Scope of Review

We conducted our review in accordance with the International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". 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 International Standards on Auditing 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.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim financial information as at 30 June 2021 and for the six-month period then ended is not prepared, in all material respects, in accordance with IAS 34, "Interim Financial Reporting" as adopted by the European Union.

Diegem, 3 September 2021 EY Réviseurs d'Entreprises SRL Statutory auditor, represented by

Carlo-Sébastien D'Addario* Partner

*Acting on behalf of a BV/SRL

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