Annual Report • Apr 1, 2014
Annual Report
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| 1 | Key consolidated figures |
|---|---|
| 2 | Mission, values & strategy |
| 4 | Letter to the shareholders |
| 8 | Major events 2013 |
| 12 | Administration |
| 16 | Information to shareholders and investors |
| 20 | Report of activities and projects |
| 38 | Corporate Governance Statement |
| 50 | 2013 Audited Financial Statements |
| 99 | General information |
www See additional information on the website www.atenor.be by referring to the link provided.
ATENOR GROUP has chosen French as its official language. Consequently, only the French text is authentic. The versions in Dutch and English are translations of the French version.
Dit jaarverslag is ook verkrijgbaar in het Nederlands. Ce rapport est également disponible en français
| 2009 | 2010 | 2011 | 2012 | 2013 | |
|---|---|---|---|---|---|
| Net results (group share) | 7.32 | -1.60 | 11.32 | 9.49 | 12.03 |
| Current cash flow (1) | 7.32 | -0.55 | 11.80 | 7.98 | 12.26 |
| Capital and reserves | 117.16 | 100.53 | 97.52 | 98.74 | 104.79 |
| Market capitalization | 178.36 | 168.99 | 121.98 | 161.48 | 179.88 |
(1) Net profits + depreciation, provisions and reductions in value.
The 2013 consolidated financial statements were drawn up in accordance with the IFRS standards as adopted in the European Union.
| Figures per share (in €) | |||||
|---|---|---|---|---|---|
| 2009 | 2010 | 2011 | 2012 | 2013 | |
| Capital and reserves | 23.25 | 19.95 | 19.35 | 19.60 | 19.95 |
| Current cash flow | 1.45 | -0.11 | 2.34 | 1.58 | 2.33 |
| Net consolidated results (group share) | 1.45 | -0.32 | 2.25 | 1.88 | 2.29 |
| Dividend | |||||
| Gross Dividend | 2.60 | 2.00 | 2.00 | 2.00 | 2.00 |
| Net ordinary dividend | 1.95 | 1.50 | 1.50 | 1.50 | 1.50 |
| Number of shares | 5,038,411 5,038,411 5,038,411 5,038,411 5,251,918 |
| 2009 | 2010 | 2011 | 2012 | 2013 | |
|---|---|---|---|---|---|
| List price/book value | 1.5 | 1.7 | 1.25 | 1.64 | 1.72 |
| List price on 31 December | 35.40 | 33.54 | 24.21 | 32.05 | 34.25 |
| Gross return for 1 year | 0% | 2.09% | -21.85% | 40.64% | 13.10% |
| Gross return | 7.34% | 5.96% | 8.26% | 6.24% | 5.84% |
| Net ordinary dividend/list price | 5.51% | 4.47% | 6.20% | 4.68% | 4.38% |
Net results (group share)
12.03 (millions €) Capital and reserves 104.79 (millions €)
(taking into account the reinvestment of dividends)
Consolidated capital and reserves Net result and gross dividend per share
Current cash flow
| Gross return for 1 year (last closing price + adjusted dividends paid during the last 12 months - last list price of the previous period) / last list price of the previous period |
|
|---|---|
| Return | dividend for the last full financial year / last list price |
| Capitalization | number of shares x last list price of the financial year concerned. |
ATENOR GROUP is a real estate property promotion company quoted on the continuous market of NYSE Euronext Brussels.
Its mission aims at contributing, through its urban planning and architectural approach to finding appropriate responses to the new requirements imposed by the evolution of urban and professional life.
Within this framework, ATENOR GROUP invests in large-scale real estate projects that meet strict criteria in terms of location, economic effectiveness and respect of the environment.
Letter to the shareholders Major events 2013 Administration Information to shareholders and investors Report of activities and projects Corporate Governance Statement
By investing in ATENOR GROUP, shareholders expect a return.
Our mission therefore is to create value by using a strategy that is clear and widespread.
In the course of the last few years, we have defined our activity, that of a real estate property developer, and explained the way in which we perform it.
For shareholders who have chosen to invest in the real estate property promotion sector, we offer a diversification of their risk, a specific approach to the activity, and access to largescale projects to which they could not otherwise have access.
Our mission aims on the one hand to offer the shareholders regular remuneration of the capital supported by recurrent positive results, and on the other hand to ensure the growth of the value of ATENOR GROUP's assets through the consolidation and the expansion of its know-how and the constant renewal of its portfolio with new projects.
Through the communication and the application of the essential principles of Corporate Governance, we give our activities the transparency that is required to an easy reading.
All our employees act with respect for the criteria of integrity and ethics that are essential to the correct operation of a quoted company, active in real estate development.
Since the mission and the values have been clearly defined, the profit generated annually by ATENOR GROUP appears as the result of the action of each employee, motivated to contribute his or her best work every day.
The activity of ATENOR GROUP is real estate development.
For more than 20 years, ATENOR GROUP has accumulated results while continuing to create know-how recognised by the market and has since 9 years centered its activities on real estate development only.
The strategy of ATENOR GROUP in this activity is quite specific: it aims at contributing appropriate responses to the new requirements imposed by the development of urban and professional life through its urban planning and architectural approach. Today, it is going still further, by proposing mixed projects that provide solutions to the wider problems that concern every city dweller, such as mobility, pollution, lack of safety and respect for the environment. Within this framework, ATENOR GROUP invests in large-scale real estate property projects meeting very strict criteria concerning the choice of the site ("prime location"), the technical quality, the costs of investment and the conditions of rental and sale.
In response to the growing concern about environmental compatibility and especially sensitive to sustainable development, ATENOR GROUP is naturally in favour of the application of new technologies and the use of specific materials in its new real estate projects. But ATENOR GROUP goes beyond this by offering a comprehensive ecological approach. Its dense and mixed projects in the vicinity of public transport stations present the most favourable possible ecological balance sheets at city level.
The activity of ATENOR GROUP is currently being exercised in Belgium, in Brussels and beyond, in the Grand Duchy of Luxembourg, but also in the countries of Central Europe, such as Hungary and Romania, with a concern for international diversification. With its varied experience, when analysing real estate projects abroad, ATENOR GROUP takes care nonetheless to take its place only in cycles of development that correspond to its risk and profitability criteria.
functions
Responding to the numerous changes in the real estate market, ATENOR GROUP involves itself in residential and commercial markets, expanding the field of its skills. The projects currently in its portfolio amount to 12. They represent an approximative area of 600,000 m². In the future ATENOR GROUP intends to maintain this diversification of allocations depending on the fundamental developments of the markets.
ATENOR GROUP is interested in particular in the major projects of urban planning currently being implemented by the Cities and the Regions. To this end, ATENOR GROUP will continue its policy of constructive dialogue with the authorities and local administrations and will analyse any opportunity that conforms to those projects, with a view to investment.
ATENOR GROUP is seen as a reliable economic player in the necessary adaptation of the urban structures in the light of economic, demographic and sociological developments.
During the course of 2013, we saw a relative stabilization of the financial situation in Europe, but economic growth has remained too weak and budgetary and monetary policies have been the subject of debate.
As a result, the evolution of the basic parameters of the economy has kept private entities, investors and consumers as well as public authorities in a climate of uncertainty in which the decision-making process has been slow and demanding in terms of multiple analyses.
This is the situation in which ATENOR conducted its activities in 2013, producing a consolidated net result of 12.0 million euro, up 26.75% compared to 2012.
The two basic trends underlying the markets in which ATENOR is present, and which we have been telling you about for several years in this letter, were confirmed again this year: on the one hand, demographic growth, specifically in urban centres, is creating an increased need for new housing; on the other, the need to adapt to the requirements and changing constraints of the working world is creating a demand for new, efficient office space.
The real estate market, and in particular the promotion sector, therefore, is based on healthy, growing parameters. Is it still necessary to analyse these trends in greater detail in order to position ourselves in high added value niche markets? It is also necessary to identify factors obstructing the creation
Stéphan Sonneville s.a. CEO
Frank Donck Chairman of the Board of Directors
Frank Donck Chairman of the Board of Directors
Stéphan Sonneville s.a. CEO
Conducted in a particularly difficult economic climate since their acquisition in 2008, our activities in Hungary and Romania evolved favourably during 2013. While the construction of the first office building was completed in Romania at the start of 2014, with a satisfactory leasing rate of nearly 35%, we are happy to confirm that the first office building of the Vaci Greens complex in Budapest has been entirely leased since January 2014, and that negotiations are ongoing concerning new leases in a second building that is already under construction. The location of these buildings and the appropriate timing of the start of construction, even at the lowest economic cycle, have been determining factors in the commercialization of these office spaces.
BDO for a 12-year lease of the entire building following its transformation and extension. This transaction was applauded by the entire real estate market, this time highlighting the performance of Aternor's approach in a different way. Finally, we would like to remind you that the results recorded and the value created are the result of the total commitment made daily by all employees who demonstrate their expertise and thoroughness through the development of our projects. In this regard, we would like to express our sincere thanks to them.
The optional dividend approved by the General Assembly of 26 April 2013 has met with great success among shareholders. This can be seen as an expression of confidence in ATENOR's development and its specific, dynamic yet prudent approach to the real estate promotion market. The conversion of the dividend into capital has also brought about the increase in equity, further enhancing the balance sheet ratios.
In this spirit, the Board of Directors will again propose an unchanged (optional) dividend of 2 euros to the General Assembly of 25 April 2014 for fiscal year 2013.
of value and manage their adverse effects? It is necessary, finally, to have the human and financial resources as well as the requisite skills and ever greater expertise to generate a positive result?
The two projects that have mainly contributed to the 2013 results are evidence of ATENOR's ability to provide the appropriate response to these questions.
The UP-site project is atypical and emblematic. This year once more, commercial success has been sustained pointing to the existence of a niche market for daring, avant-garde positioning. The rapid commercialization of the Terracebuildings next to the tower, launched at the start of the year, has brought further confirmation of the renewal of this formerly abandoned district. To date, more than 70% of the 357 apartments are now sold or reserved. The construction of this project, which have made its mark on ATENOR history, will be completed in May 2014. We will have the option during the month of June 2014 to offer a visit to the "toit de Bruxelles" to those of our shareholders who express an interest in this; this special moment will certainly prove an exciting preview experience.
The second contributing factor to the 2013 results is the TREBEL project; construction began in April 2013 following the granting of urban development and environmental permits and is expected to continue until 2016; the result is posted as construction proceeds, account taken of the preliminary sales agreement with the European Parliament. It is a 29,766 m² office building that meets the most stringent environmental efficiency and occupancy requirements. By way of illustration, for this building, ATENOR will use triple glazing and geothermal energy supplied by a series of probes buried 200 meters deep, a record for the application of this technology in Brussels.
A substantial part of the value created by ATENOR lies upstream of the promotion cycle, at the point at which projects are defined and urban development permits obtained. In this regard, most of the projects in the portfolio developed positively during 2013, so much so that it is likely that all of the projects currently in the portfolio will be at the construction and commercialization stage for at least for one phase. This would certainly be a level of activity never before achieved in the past, yet without doubt the visible consequence of daily desk work undertaken throughout 2013 where creativity and perseverance are combined with the competence of our teams.
The Board of Directors and Management agreed to give a higher average rotation to the capital invested. While remaining focused on the major aspects of its strategy and involved through certain projects in the evolution of urban structures via transparent and constructive dialogue with the public authorities, ATENOR also invests in the most timely projects. This was already the case to a certain extent in the case of the TREBEL project, but this will was clearly expressed at the time of the conclusion of the AIR project in Luxembourg. While ATENOR was negotiating the purchase of the ING bank head office in the Cloche d'Or district of Luxembourg, our teams were concluding a contract with financial services company
December 2013 : Provisional acceptance of the B1 office block (the only one still available for leasing and sale)
December 2013 : Results of commercialization
- February 2013 : Receipt of environmental permit
Parliament
May 2013 :
Trebel -
Demolition of the industrial buildings on
- Continuance of decontamination work by the former tenant of the industrial site
the site cks - Anderlecht
- Participation in work on the Canal Plan carried out by the Brussels-Capital
Region
City Do
Brussels Europa – Brussels
Victor - Brussels
- January 2013 : Launch of the commercialization of the apartments of the first phase of the project (46 apartments)
- June 2013 : Start of construction works
Namur
Mission, Values & Strategy Letter to the shareholders
> Major events 2013 Administration Information to shareholders and investors Report of activities and projects Corporate Governance Statement
- Submission of the building permit request for the construction of ± 11,000m² of residential units (86 apartments), offices and shops
burg
AIR – Luxembu
rg
Vaci Greens - Budapest
167 residential units on the site La Sucrerie -
Building permit for the first two blocks of housing (Le Préambule and le Prélude) obtained for a total of 78 apartments
Submission of an application for a permit to build 4 blocks of housing (134 residential units) on the plot situated along the Haine (river)
Au Fil des Gr
ands Prés – Mons
Contractor appointed following the bankruptcy of the - First lease agreement
signed with the Dutch
Hermès Business Campus - Bucharest
Mission, Values & Strategy Letter to the shareholders
> Major events 2013 Administration Information to shareholders and investors Report of activities and projects Corporate Governance Statement
(at the end of the Ordinary General Assembly of 25 April 2014)
Mr Frank Donck Chairman (2) Expiration of term : 2015
Stéphan Sonneville s.a. Managing Director (1), represented by Mr Stéphan Sonneville Expiration of term : 2016
Prince Charles-Louis d'Arenberg Director (3) Expiration of term : 2015
Baron Luc Bertrand Director (2) Expiration of term : 2015
Mrs Anne-Catherine Chevalier Director (3) Expiration of term : 2015
Mr Marc De Pauw Director (2) Expiration of term : 2015 Mr Regnier Haegelsteen Director (2) Expiration of term : 2015
Luxempart s.a. Director (2) represented by Mr François Tesch Expiration of term : 2016
Director (3) represented by Mrs Nadine Lemaitre Expiration of term : 2017
Director (2) Expiration of term : 2015
(1) executive / (2) non-executive / (3) independent
Prince Charles-Louis d'Arenberg Chairman of the Board of Directors of Belgocontrol (until 22.11.2013)
Baron Luc Bertrand Director, Chairman of the Executive Committee and CEO of Ackermans & van Haaren
Mrs Anne-Catherine Chevalier Consultant, Stakeholder Management & Philanthropy
Mr Marc De Pauw Managing Director of Sofinim n.v.
Mr Frank Donck Managing Director of 3D s.a.
Mr Regnier Haegelsteen Chairman of the Executive Committee of Banque Degroof
Mrs Nadine Lemaitre Chairman and Head of Department Learning for Development of GDF SUEZ University, Professor at Solvay Brussels School Economics & Management
Mr François Tesch Managing Director of Luxempart s.a.
Mr Philippe Vastapane Director of Alva s.a.
Mr Marc De Pauw Chairman
Prince Charles-Louis d'Arenberg Member
Mr Frank Donck Member
Mr Philippe Vastapane Member
Mr André Cornet for XOBA sprl Internal Auditor
Sogestra sprl represented by Mrs Nadine Lemaitre Chairman
Prince Charles-Louis d'Arenberg Member
Mr Regnier Haegelsteen Member
Stéphan Sonneville for Stéphan Sonneville s.a. Managing Director, C.E.O. Chairman of the Executive Committee
Olivier Ralet for Olivier Ralet BDM sprl Executive Officer
Sidney D. Bens Chief Financial Officer
William Lerinckx for Probatimmo bvba Executive Officer
Mission, Values & Strategy Letter to the shareholders Major events 2013 > Administration Information to shareholders and investors
Report of activities and projects Corporate Governance Statement
The Group's major shareholders have included the following companies:
Further to the decision of the Extraordinary General Meeting of 28 April 2006, the Articles of Association stipulate the automatic conversion of the bearer shares into dematerialised shares as of 1 January 2008.
These shareholders are committed to supporting the Group in its development strategy by cooperating in the implementation of its business plan and by providing their skills to it. Their representation within the Board of Directors of ATENOR GROUP allows them to be actively involved in the general policy and the strategy of the Group. This body of shareholders, which is balanced and made up of stable companies that have proven themselves in their respective activity sectors, have a long term vision of their investment in the Group. The stability of this group of shareholders is expressed concretely by mutual commitments in a shareholders' agreement extended in 2011 for a period of five years, thus guaranteeing favourable conditions for the Group's growth. Own shares 7,583 0.14 Treasury shares 150,000 2.86 Public 2,517,365 47.93 Total 5,251,918 100.00 (1) Signatories of the Shareholders'Agreement (2) Managing Director, company controlled by Mr Stéphan Sonneville In compliance with article 74 of the law of 1 April 2007, these shareholders have communicated to the company that they held as a joined holding, at the date of entry into effect of the aforementioned law, more than 30% of the securities with voting rights.
The ATENOR GROUP shares exist, at the choice of the shareholder, either in the form of a personal registration in the register of shareholders, or in the form of a registration of a securities account with a financial institution.
On 31 December 2013, the structure of shareholding is as follows:
| Number of shares |
Holdings % | of which shares forming part of the joined shareholding |
|
|---|---|---|---|
| TRIS n.v.(1) | 638,484 | 12.16 | 604,880 |
| SOFINIM n.v.(1) | 625,817 | 11.91 | 592,880 |
| Luxempart s.a.(1) | 552,582 | 10.52 | 505,000 |
| ALVA s.a.(1) | 532,928 | 10.15 | 504,880 |
| Stéphan Sonneville s.a.(1)(2) | 227,159 | 4.33 | 150,500 |
| Sub-total | 2.576.970 | 49.07 | 2,358,140 |
| Own shares | 7,583 | 0.14 | |
| Treasury shares | 150,000 | 2.86 | |
| Public | 2,517,365 | 47.93 | |
| Total | 5,251,918 | 100.00 |
Mission, Values & Strategy Letter to the shareholders Major events 2013 Administration
>Information to shareholders and investors Report of activities and projects Corporate Governance Statement
| Market | on a continuous basis |
|---|---|
| Stock Exchange | NYSE Euronext |
| Brussels | |
| ATENOR GROUP share | ISIN BE 0003837540 |
| Compartment B | |
| Total number of shares granting a voting right | |
| (suspended right for 7,583 own shares)* | 5,244,335 |
| Total number of voting rights (denominator) | 5,251,918 |
| List price of the share on 31 December 2013 | € 34.25 |
ATENOR GROUP has continued a market stimulation arrangement or "liquidity provider" function with the Degroof Bank, officially recognised by NYSE Euronext. This tried and tested formula consists of putting liquidity funds back-to-back with a market stimulation contract.
ATENOR GROUP thus places a fund made up of cash and shares at the disposal of the Degroof Bank, which enables it to increase the liquidity of the stock, quite independently of the issuer.
This "liquidity provider" is permanently present in the market's order book and acts for buying and selling alike.
The gross dividend proposed to the General Assembly of 25 April 2014 will amount to 2.00 euro, representing a net dividend of 1.50 euro per share after withholding tax (25%).
At the same Assembly it will be presented to the shareholders of ATENOR GROUP, by means of an optional dividend, a possibility of contributing their receivable, resulting from the distribution of the dividend, to the capital of ATENOR GROUP.
Within the framework of this optional dividend, the shareholders will have the choice between:
The conditions and procedures of this operation will be described in the Information Note available on ATENOR GROUP's web site.
• Degroof Bank (main paying agent) Rue de l'Industrie, 44 in 1040 Brussels
The financial service company of ATENOR GROUP responsible for the dividend payment up to and including the coupon nr. 6 (relating to 2011) is provided by Degroof Bank (designated as main paying agent). Subject to the approval of the Ordinary General Assembly and the assignment of shares obtained within the framework of the optional dividend exercise, the dividend will be paid out as from 28 May 2014.
The financial service company charged with the optional dividend (coupons nr. 7 and 8 relating to 2012 and 2013) is provided by Euroclear Belgium.
• Euroclear Belgium Boulevard du Roi Albert II, 1 in 1210 Brussels The payment to the registered shareholders who elected for the payment of the dividend in cash will be made by bank transfer as from 28 May 2014.
Number of shares on 31 December 2013: 5,251,918
| 2009 | 2010 | 2011 | 2012 | 2013 | |
|---|---|---|---|---|---|
| Maximum price (€) | 42.45 | 40.22 | 35.65 | 35.50 | 35.00 |
| Minimum price (€) | 33.00 | 31.55 | 21.28 | 24.24 | 30.11 |
| Price on 31 December (€) | 35.40 | 33.54 | 24.21 | 32.05 | 34.25 |
| Average daily volume traded | 1,860 | 1,792 | 1,858 | 1,856 | 1,700 |
| Market capitalization on 31 December (in millions €) | 178.36 | 168.99 | 121.98 | 161.48 | 179.88 |
| Ex date | 28 April 2014 |
|---|---|
| Record date | 30 April 2014 |
| Period for the shareholders to make their choice | from 5 May to 21 May 2014 inclusive |
| Publication of the press release concerning the results of the operation | 22 May 2014 |
| Date of payment in cash and/or of the issuing of new shares | 28 May 2014 |
| Listing of new shares on NYSE Euronext Brussels | 28 May 2014 |
| Record date | 30 April 2014 |
|---|---|
| Period for the shareholders to make their choice | from 5 May to 21 May 2014 inclusive |
| Publication of the press release concerning the results of the operation | 22 May 2014 |
| Date of payment in cash and/or of the issuing of new shares | 28 May 2014 |
| Listing of new shares on NYSE Euronext Brussels | 28 May 2014 |
Intermediate declaration for first quarter 2014 Annual General Meeting 2013 and Dividend payment (subject to the approval of the AGM and the assignment of shares obtained within the
| communication relating to the terms and modalities of the optional dividend | 25 April 2014 |
|---|---|
| Dividend payment (subject to the approval of the AGM and the assignment of shares obtained within the framework of the optional dividend exercise) |
28 May 2014 |
| Half-year results 2014 | 27 August 2014 |
| Intermediate declaration for third quarter 2014 | 13 November 2014 |
| Annual results 2014 | 9 March 2015 |
| Annual General Meeting 2014 | 24 April 2015 |
* Subject to the approval of the Ordinary General Assembly
* Subject to the approval of the Ordinary General Assembly
Report of activities and projects Corporate Governance Statement
www.up-site.be
The Tower will house an array of customised services such as a caretaker's office, swimming pool, Spa & Wellness centre, private film screening room, restaurant, play space for the children, skydeck, etc.
A promenade developed along the banks of the canal will accommodate commercial spaces and local facilities designed to contribute to the new dynamism of the district. The keen interest stimulated by the development of the neighbourhood has led to marked enthusiasm for this complex. In 2012, the B4 and B3 buildings were transferred to ETHIAS (insurance and loans) and to UNIZO (Union of independent contractors), respectively. In 2013, provisional acceptance was agreed of the B1 buildings, the only block still for sale and B2 (sold to PMV for occupation by GO).
The commercialisation of the apartments in the Tower, which was launched in February 2012, took place successfully. On 31 December 2013, 170 (of 251) Tower apartments and 78 (of 106) Terrace-building apartments had found a buyer.
Since February 2013, the show apartment has been enabling future buyers to assess the exceptional location, the quality of the building and the excellence of the finishing. A second show apartment on the 27th floor will also soon be available enabling future owners to take in the exceptional and fabulous view of the entire Belgian capital.
Established along the Willebroek Canal in Brussels, UP-site is a mixed urban complex that focuses around three distinct entities: a 140 metre tall residential Tower with an emblematic architectural design (251 apartments), "The Terraces" (four Terrace-buildings totalling 106 apartments) of a more traditional size, and an office complex consisting of four buildings (30,000 m²).
Railway station
Brussels city centre 2 km away
Parc de Laeken 3 km away
| Brussels, Belgium | |
|---|---|
| Location | Between the Quai des Péniches, the Place des Armateurs and the Quai de Willebroek, Brussels, Belgium |
| Project | Mixed complex of residential, commercial and office spaces |
| Owners | Atenor Group and its subsidiaries |
| Contracting authority | BUILD UP |
| Size | Residential units: Tower: 39,800 m² - The Terraces: 13,275 m² Offices: 29,690 m² - Commercial areas: 1,650 m² |
| Architects | Ateliers Lion Architectes-Urbanistes (Paris) and A2RC Architects (Brussels) |
| General contractor | Consortium BPC - Valens |
| Technical data | Gas heaters / Gas cogeneration / Solar panels / Double flow ventilation / Green roof/ use of canal water in the cold production process |
| Beginning of works | Asbestos removal and demolition: 2008 / Beginning of infrastructure works: July 2010 |
| End of works | Offices: December 2013 / Residential units: January 2014 (The Terraces) and June 2014 (Tower) |
Up-site
Ring road / E19 Motorway 7 km away
In July 2011, ATENOR GROUP acquired the headquarters of a former bank (20,000 m² of offices on a plot of more than 40 acres) with the will to build a top environmental quality office complex.
The TREBEL building, which is ideally located at the corner of Rue Belliard and Rue de Trèves of the European Area (its name is derived from the abbreviation of the names of the two roads) faces the esplanade of the European Parliament and meets the strategic criteria pursued by Atenor Group: exceptional location, accessibility via public transport (immediate proximity to Schuman and Luxembourg stations), density, friendliness of the public space, architectural and environmental qualities… Endowed with remarkable architectural quality, the building will also be constructed according to high-performance energy regulations. In this regard, the composition of each façade is optimized in terms of their orientation and environment, and a series of geothermal wells will cover most of the heating requirements in winter and cooling requirements in summer. The building permit was granted in April 2013. The first phase of works consisting of the demolition of the former building was completed in December 2013 and the construction works began in January 2014.
Note that in June 2012, the project was the subject of a provisional acquisition agreement signed by the European Parliament. As of 2016, this building is expected to accommodate European civil servants over 30,000 m².
In June 2005, ATENOR GROUP acquired the hotel Crowne Plaza Brussels Europa in order to convert it into a highquality mixed real estate complex. Established at the corner of the Rue de la Loi and the Chaussée d'Etterbeek, this project, named Brussels Europa, fits into the logic of the redevelopment of the European Quarter.
Entrusted to the French architecture and urban planning firm "Atelier Christian de Portzamparc", the development of this perimeter rests, in particular, on two fundamental principles: promotion of the international visibility of Brussels via luxury offices while humanising the European Quarter. For the Brussels Europa project, special attention is therefore paid to the functional mix of the building (residences, commercial spaces and offices), the sustainable dimension of the materials and the construction methods, as well as the development of public spaces in order to offer high-quality services to the inhabitants of the area. The RRUZ (Regional Zoned Planned Regulation), planning instrument for regulating the vision of the PUL (Paysage Urbain Loi) was adopted by the Brussels-Capital Regional Government at the end of 2013. On this basis, and in accordance with the recommendations of the Impact Study on the building permit application made in 2012, Atenor Group will amend the project, which is expected to be the subject of a Public Enquiry around the second quarter of 2014. Work is expected to start once the building permit has been obtained (expected by the end of 2014). Meanwhile, asbestos removal works which started in 2013, are ongoing and will be fully completed at the time of the demolition of the building.
Brussels, Belgium Location Rue de la Loi and Chaussée d'Etterbeek, Brussels-Capital Region, Belgium Project Mixed complex of commercial spaces, residences and offices Owner Brussels Europa s.a. (100% Atenor Group) Architects BURO II & ARCHI+I Bus stop 90 m away Brussels-Schuman Railway station 400 m away Metro station 50 m away
which have elaborated a master plan providing guidelines for the development of this district in order to definitively establish its qualities and develop an ambitious vision based on mobility, density, mixed purpose (offices, housing, retail and facilities) and the quality of the public spaces.
Benefitting from preferential access to the Midi transport hub, Victor is an important part of the scheme to implement this economic development and sustainable housing policy. The Victor project, which includes a combination of offices and housing, will contribute to the atmosphere of the area through its functional and architectural qualities and its dimensions will create a new urban feature in the city. The permit applications are still on-going.
The buildings that formerly stood on the project site have been entirely demolished and the permit relating to the soil decontamination has just been granted.
Standing opposite the South Station on the edge of Place Horta, the Victor project is located at the heart of a priority district due to see a profound shift over the coming years on the basis of the wishes of the regional authorities
With regard to the large area of the parcel, Atenor Group carried out a general discussion in order to create real social and urban cohesion within a multifunctional block (residences, commercial spaces, workshops, school, day care centre, integrated business services, rest home, polyclinic, sports facilities, hotel, restaurant, catering establishment, etc.), paying particular attention to the quality and diversity of the architecture, as well as the incorporation of green areas and public spaces. This mixed project, mainly oriented around the development of a sustainable district with rational energy management will benefit from to its location due its proximity to water.
| Brussels, Belgium | ||||||
|---|---|---|---|---|---|---|
| Location | Rue Blérot – Place Victor Horta (facing the South Station) – Brussels-Capital Region, Belgium | |||||
| Project | Mixed complex of offices, commercial spaces and residences | |||||
| Owners | Victor Estates s.a. - Victor Properties s.a. - Immoange s.a. | |||||
| Contracting authority Victor Estates s.a. |
||||||
| Size | 110,755 m² of offices / 7,200 m² of residential units / 1,875 m² of commercial spaces / 415 parking spaces | |||||
| Architects | Atelier Christian de Portzamparc (Paris) and Bureau d'Architecture M. & J-M. Jaspers – J. Eyers & Partners | |||||
| General contractor | BPC | |||||
| South Station 50 m away |
Metro station 50 m away |
Bus stop 100 m away |
Brussels city centre 1.8 km away |
E19/Ring road: 5 km away |
Brussels-Capital Region's new Demographic Regional Land Development Plan, PRASD, encompassing Enterprise Areas in the Urban Environment, "ZEMU", an essential town-planning instrument for the implementation of the City Docks project, was approved by the Government on 26 September and published at the end of November 2013.
A first application for a building permit for integrated business services, a rest home, a service residence, housing and commercial space is under way with its submission expected in the first quarter of this year.
The former tenant of the industrial site has finished demolition works and is currently undertaking the decontamination works that fall under its responsibility.
| Anderlecht, Belgium | ||||||
|---|---|---|---|---|---|---|
| Location | On the edge of the Canal de Willebroek (Biestebroeck basin), block between the boulevard Industriel, rue de la Petite Île, the rue du Développement and the Canal dike |
|||||
| Project | Mixed urban (facilities, residences, offices) | |||||
| Owner | Immobilière de la Petite Île s.a. (100% Atenor Group) | |||||
| Contracting authority | Immobilière de la Petite Île s.a. | |||||
| Size | > 125,000 m² | |||||
| Bus stop 400 m away |
Anderlecht city centre 1.1 km |
South Station 2.5 km away |
Metro 2.5 km away |
Parc des Etangs 3 km away |
E19 motorway/ Ring road 4 km away |
| Metro 2.5 km away |
Parc des Etangs 3 km away |
E19 motorway/ Ring road 4 km away |
|---|---|---|
| Railway station | Namur city | |
|---|---|---|
| Bus stop | Namur | centre |
| 150 m away | 1.3 km away | 1.5 km away |
Parc Louise 2.1 km away
E411 Motorway 3 km away
| Namur, Belgium | |
|---|---|
| Location | Area called "Port du Bon Dieu", Namur, Belgium |
| Project | Programme of 140 apartments, five commercial spaces or spaces for professional services, and one restaurant |
| Owner | Namur Waterfront s.a. (100% Atenor Group) |
| Size | 20,614 m² |
| Architects | Montois Partners Architects & l'Atelier de l'Arbre d'Or |
| Technical data | Green roofs / Excellent thermal and acoustic insulation / Double flow ventilation / Very high quality finishing |
| Start of works | Spring 2013 |
| End of works | Phase 1: end 2015 |
www.portdubondieu.be
Atenor Group entrusted the development of the "Port du Bon Dieu" project to the architectural firms Montois Partners Architects and Atelier de l'Arbre d'Or (Namur). Their mission: to design a project offering an exceptional living area in terms of quality and make the most relevant use of ecological elements.
With this in mind, the project focuses on capitalizing on the role of water, the incorporation of green spaces, and the rigorous choice of sustainable construction techniques. Located in proximity to the major road axes, the railway station, public transport, river shuttles, and an enormous park and ride station, the project is also encompassing the mobility aspect. After several years of urban planning procedures, Atenor Group has obtained the building permit for the construction of 140 apartments.
The demolition work has been completed and the provisional acceptance of the first block of housing (46 apartments and 4 areas for professional services) is expected at the latest by the end of 2015.
The commercialisation of these modern design energy-efficient apartments was successfully launched in January 2013.
In 2007, ATENOR GROUP planned to build a residential complex on the banks of the Meuse, on a site previously allocated to industry.
In August 2012, ATENOR GROUP acquired two sets of parcels totalling 7.2 ha in Mons with the will to establish a sustainable complex (heating by deep geothermal energy) of residences, offices and commercial spaces.
Close the future "Calatrava" railway station, the "Les Grands Prés" commercial shopping centre, the future Ikea, the Imagix cinema complex and the Mons Expo exhibition hall, this project is strategically located in the heart of a rapidly changing part of the city.
With its wealth of expertise in large-scale mixed urban developments, Atenor Group is working closely together with the local authorities. Its objective: to create urban planning coherence within the new district while interacting harmoniously with the "City of Doudou" (in particular via the future HST railway station by the architect Santiago Calatrava).
A building permit was obtained in June 2013 for the development of two initial residential blocks: the Préambule and the Prélude (78 apartments). The building permit application for a further four blocks (134 apartments) was submitted in October 2013.
| Mons, Belgium | |
|---|---|
| Location | Site of the Grands Prés, in the district of the future "Calatrava" railway station in Mons, Belgium |
| Project | Residential, including apartments, commercial spaces, and offices |
| Owner | Mons Properties s.a. (100% Atenor Group) |
| Contracting authority | Mons Properties s.a. |
| Architects | Holoffe & Vermeersch (1st phase) DDS & Partners (2nd phase) |
Bus stop 400 m away E19 Motorway 1 km away Mons railway station 1.4 km away Parc du Joncquoy 1.6 km away Mons city centre 2.5 km away
In association with a multidisciplinary team, ATENOR GROUP won the competition organised by the city of Ath to acquire and develop a 19,711 m² plot of land located on the site of the former sugar processing plant, along the canal and near the railway station in 2012.
Taking the size of the project into account, Atenor Group wishes to develop an exemplary new city district based on an innovative and sustainable concept of group living.
The project covers a surface area of approximately 19,000 m².
It comprises, on the one hand, the renovation of the emblematic and historic sugar processing plant building, which will become a new crèche and 16 loft-style apartments, and on the other, the construction of a group of five new residential buildings of various types including studios,
one to four bedroom apartments and spacious penthouses.
The project benefits from an ideal location in a calm, bucolic environment at the heart of a superb natural setting. In addition to public transport in immediate proximity (trains and buses), residents will be able to take advantage of all the facilities granted by the city in terms of shops, malls, schools, leisure activities and sports clubs without suffering from the urban annoyances generally associated with them.
| Location | The district of the railway station, Ath, Belgium |
|---|---|
| Project | Residential including housing units, commercial spaces and a crèche |
| Owner | Atenor Group s.a. |
| Contracting authority | Atenor Group s.a. |
| Size | ± 19,000 m² of residential units |
| Architects | DDS & Partners and Holoffe & Vermeersch |
| Start of works | Planned for 3rd quarter 2014 |
La Sucrerie
Objective of the operation: to transform this abandoned former industrial site into a great mixed project of 11,400 m² consisting primarily of luxury residences but also with some nearby offices and commercial spaces. The Special Development Plan (Plan d'Aménagement Particulier) for the site, designed by the architect Tatiana Fabeck, received final approval in March 2013.
Entrusted to the Luxembourg architectural firm Steinmetz Demeyer, the project foresees the construction of 87 residential units, 4 office spaces, 8 commercial areas and 111 parking spaces.
Backing onto the hillside, Les Brasseries de Neudorf will blend harmoniously into a unique natural environment. The concept combines construction and renovation. The buildings form a harmonious ensemble that integrates and makes use of part of the former breweries, with their noble architectural character and enriching industrial references. The result: a residential complex with great character and respect for heritage.
A public square intended to become the centre of urban life in the district will be developed and consist of green spaces and recreational facilities. It will also accommodate local events that will enliven the district.
Remarkably located in one of the most dynamic and most attractive areas of the Luxembourg capital, opposite the Plateau du Kirchberg and a few steps from the city centre, the site is ideally served by public transport. Works are expected to begin during the second quarter of 2014 with completion expected during 2015.
Commercialization of the apartments, which began in the autumn of 2013, has been extremely successful; testament to the project's quality and attractiveness.
| Luxembourg, Grand Duchy of Luxembourg | |||
|---|---|---|---|
| Location | Rue de Neudorf, Luxembourg, Grand Duchy of Luxembourg | ||
| Owner | HF Immobilier s.a. (100% Atenor Group) | ||
| Size | 11,400 m² | ||
| Architects | Steinmetz Demeyer | ||
| Start of works | Planned for the second quarter of 2014 | ||
| End of works | Planned for the second half of 2015 |
Smart Urban Living
www.brasseriesdeneudorf.lu
The building was built in 1992 on a 6,772 m² site currently comprising 6,500 m² of office space and four underground parking levels.
It will undergo a major renovation and extension, increasing the office space to approximately 10,000m², in accordance with the regulations of the City of Luxembourg General Development Plan.
Concurrent with this acquisition, ATENOR has reached an agreement with BDO Luxembourg, one of the largest accounting, auditing and consultancy firms in Luxembourg, which will lease the entire renovated building at the start of 2016.
Beiler+ François Architectes Luxembourg have been entrusted with the architectural mission.
The AIR project is located at the corner of the route d'Esch and the rue Jean Piret, at the heart of the Cloche d'Or administrative district in Luxembourg and benefits from direct access to the motorways to the airport, France, Belgium and Germany.
| Luxembourg, Grand Duchy of Luxembourg | ||||
|---|---|---|---|---|
| Location | At the corner of the route d'Esch and the rue Jean Piret, Cloche d'Or administrative district, Luxembourg, Grand Duchy of Luxembourg |
|||
| Project | Office complex | |||
| Owner | AIR Properties s.a. (50/50 partnership between Atenor Group and private investors) | |||
| Size | ± 10,000m² | |||
| Architects | Bureau Beiler+ François (Luxembourg) | |||
| Start of works | June 2014 | |||
In Bucharest, ATENOR GROUP has developed a complex of buildings with offices and commercial spaces covering approximately 75,000m² in the Dimitrie Pompeiu administrative area, near Pipera underground station.
In January 2010, the Romanian company, NGY (fully owned subsidiary of Atenor Group), obtained an urban planning permit for the building of the complex to be implemented in three phases. It is characterised by the size and flexibility of its open spaces on the one hand and technical quality on the other, enabling significant concentration and high efficiency. The Hermès Business Campus is ideal for meeting the requirements of the local market of Call Centres and Shared Service Centres. On this basis and with its confirming relevant location, Atenor Group is continuing its works on the first office block with provisional acceptance planned for March 2014. A number of leases have been signed in a rental market that remains hesitant when it comes to preleasing and negotiations are under way for the rental of the remaining areas. In the end, all buildings should obtain the BREEAM environmental certification with a rating of "Excellent".
| Bucharest, Romania | |
|---|---|
| Location | Bld Dimitrie Pompeiu, 2nd District, Bucharest, Romania |
| Project | Construction of an office complex |
| Owner | NGY Propertiers Investment srl (100% Atenor Group) |
| Contracting authority | NGY Propertiers Investment srl |
| Size | 78,000 m² |
| Architects | West Group Architecture srl |
| General contractor | Octagon SA |
| Technical data | Breeam "Excellent" |
| Start of works | During the course of 2010 (1st phase) |
| End of works | March 2014 (for Building B) |
Hermès Business Campus
Bus stop 100 m away Hollerich SNCL railway station 1.7 km
2 km away
E25 Motorway Parc Merl 3 km away
Metro station 70 m away Parc Herastrau 3.5 km away
| Aurel international | E60 Motorway | Bucharest city | |
|---|---|---|---|
| airport 4.5 km away | 5.5 km away | centre 8 km away | |
Natural efficiency
At the heart of the famous Vaci Office Corridor business district, near the Danube with roads leading into the city, the project is ideally served by the public transport network. In July and September 2010, the three Hungarian subsidiaries of Atenor Group obtained building permits for the three buildings belonging to Phase 1, forming a complex of more than 57,800m² with BREEAM environmental certification grade of "Excellent". The project's various buildings will be phased and marketed separately.
The first Building A (15,700m2 ) was completed in the autumn of 2013 and is currently rented to over 80% different renowned tenants such as Sykes, Enterprise and General Electric Corporate.
Preliminary contact has been made for the future pre-leasing of Building C (17,400m2 ), of which the construction began in December 2013 with delivery planned for mid 2015.
Vaci Greens will be one of the only new developments in Budapest soon to be put on the market and will therefore be one of the only alternatives for any company wishing to relocate to a new building.
In 2008, ATENOR GROUP acquired control of a set of plots (1.7 ha) to build nearly 87,800 m² of offices on Vaci Ut. Adapted to the expectations of the local market, the "Vaci Greens" project concerns the construction of a vast and comfortable complex of office buildings laid out around a landscaped area accessible to the public.
www.vacigreens.hu
In its capacity as a listed company, ATENOR GROUP attaches major importance to the principles of Corporate Governance aimed at establishing clear rules for its administration, organization and management in the interests of all stakeholders. These principles provide stakeholders and the market in general with a guarantee of reliability and transparency of the communicated information.
ATENOR GROUP applies the principles of Corporate Governance published in the Belgian Corporate Governance Code 2009 (hereafter the "Code"), which it has adopted as a reference code.
The corporate governance charter was not subject to amendments in 2013. The latest version of the charter is available on the website of ATENOR GROUP (www.atenor.be).
In accordance with the "comply or explain" approach of the Code, the Board of Directors also draws attention to the following deviations from the Code:
members of the Audit Committee, as do all Directors in general, act independently and none of them is able to dominate the decision-making within the Audit Committee. Due to the stable shareholding structure of ATENOR GROUP consisting of several independent groups, none of which exceeds 20% of the capital, the members of the Audit Committee ensure the balanced functioning of the Audit Committee.
Insofar as the shareholders' structure is concerned, readers are referred to page 17 of this Annual Report.
In July 1997, a group of Belgian investors acquired the participation of Lonrho Plc and committed for a period of five years through a shareholders agreement to a long-term vision regarding their participation in ATENOR GROUP. This agreement was extended in 2002 for a period of five years and was amended in September 2005.
In November 2006, the Luxembourg investment company LUXEMPART s.a. acquired, outside the stock exchange, 10.09% of the capital of ATENOR GROUP from the shareholders ALVA, 3D, SOFINIM and DEGROOF.
On this occasion, a new shareholders' agreement totalling 47.37% of the capital was concluded for a period of 5 years between the shareholders ALVA, 3D, SOFINIM, Stéphan SONNEVILLE s.a. and LUXEMPART. This shareholders' agreement has now been extended for a further period of five years.
This shareholders' agreement expresses the common vision of the reference shareholders as to the strategy of the company and its rules of governorship and organizes their concerted action in this direction; this shareholders' agreement also sets up reciprocal preemption rights in the event of a transfer of shares.
In accordance with article 74 of the law of 1 April 2007 concerning public acquisition offers, the shareholders have notified the FSMA (Financial Services and Markets Authority) and the company of the holding, in concert between them, of more than 30% of the capital of the company.
The company is unaware of any other relationship or private agreement between the shareholders.
| Name | Present Represented Excused | ||
|---|---|---|---|
| Sogestra sprl, represented by Nadine Lemaître |
4 | ||
| Prince Charles-Louis d'Arenberg | 4 | ||
| Regnier Haegelsteen | 2 | 2 |
More information on the role and the responsibilities of the Nomination and Remuneration Committee such as its composition and functioning can be found in section IV.2 of the Corporate Governance Charter of ATENOR GROUP (www.atenor.be).
Under the direction of its Chairman, the Board of Directors regularly examines and evaluates its size, composition, its performance and that of its Committees as well as its interaction with the Management. The Board of Directors learns the lessons from the evaluation of its performances by recognizing its strong points and correcting its weaknesses. Where appropriate, this will involve proposing the appointment of new members, proposing not to re-elect existing members or taking any measure deemed appropriate for the efficient functioning of the Board of Directors and its Committees.
As mentioned hereinabove and contrary to what is foreseen in the Code, the performance of individual Directors is not normally evaluated if this is not part of the re-election procedure. The Board considers that such an individual evaluation is no longer required to ensure the proper functioning of the Board. It will, however, carry out such evaluations if, in view of particular circumstances, it proves to be necessary or required.
However the performance of the CEO is evaluated in a specific way. Each year, the Nomination and Remuneration Committee determines the CEO's objectives for the coming financial year and evaluates his performance over the past twelve months.
The Nomination and Remuneration Committee and the Audit Committee regularly re-examine (at least every two or three years) their rules, evaluate their own effectiveness and recommend necessary changes to the Board of Directors.
With regard to the composition of the Executive Committee, readers are referred to page 15 of this Annual Report.
More information on the role and responsibilities of the Executive Committee such as its composition and functioning can be found in section V.3 of the Corporate Governance Statement of ATENOR GROUP (www.atenor.be).
ATENOR GROUP encourages the members of its management to invest on a personal basis in the shareholding of the company.
This policy intends to involve the Management more, not only in the growth of the whole of ATENOR GROUP, but also in the selection, management and appreciation of each real estate project. Furthermore, this partnership policy thus contributes to aligning the interests of the Management with those of ATENOR GROUP by associating it in the risks and the perspectives of its activities from a long-term point of view.
More information on the evaluation process of the members of the Board of Directors and its Committees can be found in sections III.2 and IV.1 of the Corporate Governance Charter of ATENOR GROUP (www.atenor.be). reproduces Article 541 of the Companies Code. There are no special control rights (with the exception of what is covered above on the subject of the Shareholders' Agreement).
The members of Management and staff have acquired significant stakes in the capital of ATENOR GROUP and the CEO is a party to the here above-mentioned shareholder agreement.
Concerning the implementation of this partnership policy, see also the declaration concerning the remuneration policy below.
The members of the Board of Directors refrain from any and all deliberation or decision which concerns their personal, commercial or professional interests. This principle did not have to be applied in the course of the year 2013.
There are no statutory restrictions on the voting rights, with the exception of Article 32 of the Articles of Association, which
Regarding the policy for allocating and sharing the profit, the Board of Directors intends to propose to the General Shareholders' Meeting a standard remuneration in the form of a dividend while ensuring that the Group preserves a healthy balance sheet structure and sufficient resources to ensure its growth.
With this in mind, the Board of Directors will propose an optional dividend formula to the General Assembly.
With regard to the composition of the Board of Directors, readers are referred to page 13 of this Annual Report.
To date, the Board of Directors consists of three independent Directors, Mrs Anne-Catherine Chevalier, Prince Charles-Louis d'Arenberg and Sogestra sprl, represented by Mrs Nadine Lemaitre.
Insofar as its functioning is concerned, the Board of Directors held six meetings in 2013 (one of these by Conference Call). The attendance of the Directors is summarized as follows:
| Name | Present Represented Excused | ||
|---|---|---|---|
| Frank Donck | 6 | ||
| Stéphan Sonneville s.a. represented by Stéphan Sonneville |
6 | ||
| Prince Charles-Louis d'Arenberg | 5 | 1 | |
| Baron Luc Bertrand | 5 | 1 | |
| Anne-Catherine Chevalier | 5 | 1 | |
| Marc De Pauw | 6 | ||
| Regnier Haegelsteen | 4 | 2 | |
| Luxempart s.a. represented by François Tesch |
4 | 2 | |
| Philippe Vastapane | 5 | 1 | |
| Sogestra sprl represented by Nadine Lemaître |
5 | 1 |
The articles of ATENOR GROUP provide for decisions being taken by absolute majority of the voters. However, the decisions have always been taken by consensus of the members present or represented.
During these meetings, aside from obligatory or legal subjects, the Board handled the following subjects, among others: the intermediate and forecasted results of ATENOR GROUP and of its subsidiaries, the monitoring of the principal projects, the company's strategy, the analysis and the decisions concerning investments and financing as well as the evaluation rules.
The position of Secretary of the Board is assumed by Olivier Ralet BDM sprl, represented by Mr Olivier Ralet.
More information on the role and the responsibilities of the Board of Directors such as its composition and its functioning is included in the Corporate Governance Charter of ATENOR GROUP (www.atenor.be).
With regard to the composition of the Audit Committee, readers are referred to page 14 of this Annual Report.
The Audit Committee met four times in 2013. The attendance of the members is summarized as follows:
| Name | Present Represented Excused | |
|---|---|---|
| Frank Donck | 3 | 1 |
| Prince Charles-Louis d'Arenberg | 3 | 1 |
| Marc De Pauw | 4 | |
| Philippe Vastapane | 4 |
During these meetings, in addition to the obligatory or legal subjects, the Audit Committee dealt among others with the following matters: monitoring of the internal audit, examination of the litigation in progress, including the consequences of the "sociétés de liquidités" and analyses of the consolidated undertakings and rights. More information on the role and the responsibilities of the Audit Committee such as its composition and functioning can be found in section IV.3 of the Corporate Governance Charter of ATENOR GROUP (www.atenor.be).
With regard to the composition of the Nomination and Remuneration Committee, readers are referred to page 14 of this Annual Report.
The Nomination and Remuneration Committee met four times in 2013. The attendance of the members is summarized as follows:
42 43
The adoption of or the changes in accounting principles are taken into account as soon as their obligating event occurs. There is a process that makes it possible to identify the obligating event (decision, change of legislation, change of activity, etc.). These changes are the object of approval by the management body.
In general, the risks in the process of preparation of the financial information are dealt with through a programme of tests and verifications carried out by the internal audit, under the responsibility of the Audit Committee, on the one hand, and on the other hand by specific actions on the part of the Audit Committee or the Board of Directors.
The surveillance of the risk management procedures in the preparation of the financial information is therefore exercised continuously and with cross-checks by the Board of Directors and its Audit Committee, by the CEO and the CFO and by the Internal Audit.
The daily accounting operations, the monthly payments, the quarterly, half-year and annual closings and reporting at group level are all procedures that make it possible to ensure that the manual of accounting principles and procedures is correctly applied. In addition the internal audit programme, approved by the Audit Committee, provides regular verification through its targeted tests of the risk areas identified by the Audit Committee.
Weekly meetings devoted to each of the projects are organised by the Executive Committee, chaired by the CEO, to verify the key processes converging in the preparation of the accounting and financial information:
There are procedures to identify and resolve new accounting problems, not foreseen, in the manual of accounting principles and procedures.
The accounting and internal financial control activity includes procedures to ensure the preservation of the assets (risk of negligence, of errors or of internal or external fraud).
The group's procedures for preparing financial statements are applicable in all the components of the perimeter of consolidation, without exception..
Procedures and information systems have been put in place to satisfy the requirements of reliability, availability and relevance of the accounting and financial information.
Detailed reporting, quarterly as a minimum, makes it possible to relate back the relevant and important accounting and financial information at the level of the Audit Committee and the Board of Directors. In the event it is necessary, a multi-channel communication system makes it possible to establish direct and informal contact between the CEO and the members of the Executive Committee on the one hand, and between the CEO and the members of the Board of Directors on the other hand.
The roles and responsibilities of the managers of the information system have been defined.
The information systems relating to the financial and accounting information are the object of adaptations to evolve with the needs of the company. A management system for orders and incidents has been implemented.
The relations with the information technology service providers have been documented. Performance and quality indicators have been defined and are the object of periodic review. The degree of dependency of the company in respect of information technology service providers was analysed. Verifications at the service provider sites were provided for contractually by the company and carried out.
There is a process to reveal a decrease in the quality of service. The analysis and the establishment of corrective actions are envisaged.
The process of appointment and replacement of the members of the Board of Directors and of its Committees is described in the Corporate Governance Charter of ATENOR GROUP.
An amendment to the Articles of Association is adopted validly only if it obtains three-quarters of the votes of those taking part in the voting.
The General Assembly of 22 April 2011 authorised ATENOR GROUP to alienate, on behalf of the company and in conformity with Article 620 of the Companies Code, the company's own shares at a maximum rate of twenty per cent (20%) of the total of the shares issued, at a minimum unit price of 1.00 euro and a maximum unit price of ten per cent (10%) higher than the average of the last ten quoted market prices preceding the operation, and to authorise the subsidiaries of the company in terms of Article 627 of the Companies Code to acquire or alienate its shares under the same conditions. This authorisation is valid for a period of five years starting on the date of the General Assembly of the Shareholders of 2011.
ATENOR GROUP has implemented the legal provisions of the law of 6 April 2010 and the recommendations of the Corporate Governance Code of 2009 concerning internal control and risk management. In this context, ATENOR GROUP has adapted its own guidelines for internal control and risk management on the basis of the general principles described in the guidelines written up by the Corporate Governance Commission.
In compliance with the legal provisions, the principal characteristics of the internal control and risk management systems within the framework of the process of establishment of the financial information can be described as follows:
The accounting and financial department is organised in such a way as to have at its disposal, with a sufficient degree of security, the resources and the access to financial information necessary for drawing up the financial statements.
The CFO of the group is responsible for the establishment of the accounts and the financial information; he distributes among the members of his team the tasks to be fulfilled in order to close the accounts.
A manual of accounting principles and procedures has been drawn up, specifying at Group level the accounting principles of the most important operations. This manual also includes the procedures for explaining the principal rules for reprocessing in the event of the application of different bases of accounting at the time the financial statements are drawn up. Within the framework of the preparation of the consolidated accounts, there are also procedures for disseminating the instructions aiming at ensuring they will be taken into account by the subsidiaries.
Each year, in a timely manner, the CFO specifies the allocation of the responsibilities with regard to the accounting tasks, as well as the timing to be complied with.
The company has defined objectives regarding the preparation of the financial information. These objectives are expressed primarily in terms of quality, compliance with companies law and accounting law and in terms of time periods.
The responsibilities regarding risk management in the preparation of the financial information have been defined in a general way and communicated to the people concerned. They are reminded each year and if need be, updated.
The company has identified the legal and regulatory obligations concerning communication regarding the risks in the preparation of the financial information.
Under the responsibility of the CFO, regular communication is maintained between the people who have a role in the preparation of the financial information, in such a way as to identify the principal risks that could affect the process of preparing the financial information.
For these principal identified risks, through people with the appropriate skills, the company provides for a double verification of the process in such a way as to sharply reduce the probability of the risk occurrence.
be granted to the personnel, all without prejudice to the specific competences of the General Meeting and the Board of Directors as to the approval of the plans for attribution and the issue of certificates;
• on the implementation and the conditions of the partnership policy with the Management.
The management (including the CEO) receives a remuneration package essentially consisting of a basic remuneration as the case may be supplemented by a variable annual remuneration (bonus) in specific cases or for special services.
ATENOR GROUP has also set up a stock option plan, as detailed in the " Stock Option Plan" section, under which the Nomination and Remuneration Committee can make awards to members of the management (including the CEO) and staff. In this context, at the end of 2013, ATENOR GROUP replaced the options plan on ATENOR GROUP shares with an options plan on ATENOR GROUP INVESTMENTS (AGI) shares, AGI is a subsidiary formed in 2013 and 100% owned by ATENOR GROUP. ATENOR GROUP INVESTMENTS holds a portfolio of 150,000 ATENOR GROUP shares acquired from ATENOR GROUP (own shares) at the price of 31.90 euros. The Board of Directors thus wishes to interest all ATENOR GROUP employees in medium term growth, while making the beneficiaries of the options bear part of the cost of the capital.
exercising them takes into account a priority return for shareholders of ATENOR GROUP and can be influenced by dividends of AGP paid to ATENOR GROUP. The existence of this structure does not entail significant changes to the remuneration policy in respect of the fiscal year covered by the annual report.
In view of the foregoing, the relative importance of the various components mentioned above can vary greatly from year to year. Options on AGP shares, however, represent the bulk of the incentive to be given to the CEO and members of Management. A variable remuneration (bonus) as mentioned above shall be granted only in special cases or for special services.
Furthermore, for several years the Board of Directors has considered that the participation of the Management as co-investor with the Company in real estate projects is an essential motivational element. With this in mind, in the course of 2012 ATENOR GROUP set up a coinvestment company ("ATENOR GROUP PARTICIPATIONS" or "AGP"). AGP was established for an unlimited period. All shares of AGP are held (directly or indirectly) by ATENOR GROUP. It was agreed that AGP will invest with ATENOR GROUP in all projects in the portfolio for a period corresponding to the respective duration of the development of each project and up to maximum of 10% of the shareholding or the economic interest of ATENOR GROUP in the project. Options on AGP shares are granted to members of Management. The number and characteristics of options granted, exercised or expired are subject to a special statement in the annual remuneration report. The added value that the beneficiaries of these options could derive from for long-term profit-sharing, or benefits in kind and benefits associated with pension or other plans. For carrying out the mandate of non-executive Directors in the financial year 2013, the Board of Directors will propose at the General Meeting a lump sum of 225,000 euro as Directors' fees. These, as the case may be, will be distributed as follows: • 50,000 euro for the Chairman • 20,000 euro for each of the non-executive Directors, whether they are members of a Committee of the Board of Directors or not • an additional 5,000 euro for each of the Presidents of a committee of the Board of Directors • an additional 5,000 euro for each of the non-executive Directors and members of two committees of the Board of Directors.
The Company does not envisage modifying its remuneration policy in the next two years.
The remuneration of the non-executive Directors takes into account their role as ordinary Directors, and their specific roles in their capacity as Chairman of the Board, chairman or members of committees, as well as their resulting responsibilities and the time devoted to their functions. This overall remuneration is consistent with market practices and reflects the level of responsibility and the nature of his/her position. It is adopted by the Board on the proposal of the N&RC.
The non-executive Directors do not receive either remuneration related to their performance, such as a bonus and formulas
The computer system is sufficiently secured by:
These security measures are the object of periodic tests and changes in order to ensure their effectiveness.
There is a schedule recapitulating the periodic regulatory obligations of the group on the issue of communication of the financial information to the market. This schedule stipulates:
There are managers and procedures for the purposes of identifying and complying with the regulatory obligations of informing the market.
There is a procedure providing for verification of the information before its dissemination.
ATENOR GROUP has set up measures making it possible to ensure that the accounting principles selected that have a significant impact on the presentation of the financial statements correspond to the activity and to the environment of the company and have been formally validated by the Audit Committee and approved by the Board of Directors. The internal quarterly reporting prepared by all the members of the Executive Committee, the revision of this reporting by the CEO and the CFO working cooperatively, the examination of this reporting by the Audit Committee (with the auditor present) before presentation and discussion in the Board of Directors constitute the cornerstone of the steering measure of the system for controlling the financial information.
The reporting includes the accounting choices and the evaluation rules selected for writing up the financial statements.
It also deals with cash management anticipation of future financial
commitments and situations of major tensions. The drawing up and presentation of the financial statements, including the balance sheet, the profit and loss accounts, the annexes and the financial situation are therefore explained to the Board of Directors at each closing of financial accounts to be published.
The financial information published periodically is reviewed in advance and analysed by the Audit Committee (with the Auditor's presence) before being approved by the Board of Directors.
The External Audit was carried out (on the consolidated figures as well as on the unconsolidated figures) by the Auditor MAZARS scrl, represented by Mr Philippe Gossart. His annual fees amounted to 45,500 euro. The total of the Auditor's fees for his audit work for ATENOR GROUP and for its subsidiary companies increased in 2013 to 97,312 euro. The Auditor carried out and invoiced for additional services for an amount of 26,500 euro.
The Audit Committee received from the Auditor the declarations and information necessary to assure itself of his independence.
As stated in section IV.2 of the Corporate Governance Charter, the Nomination and Remuneration Committee is tasked with making proposals to the Board of Directors concerning the remuneration policy for the non-executive Directors.
Moreover, the Nomination and Remuneration Committee has received from the Board of Directors, inter alia, the task of ruling:
More information about stock options on AGP shares and on stock options granted, exercised or expired in 2013 is given below.
The remuneration of the Management does not include the assignment of shares of ATENOR GROUP or a subsidiary.
The Company did not deviate significantly from its remuneration policy during the accounting period covered by the annual report.
In July 2013, the Nomination and Remuneration Committee put in place a stock option plan on ATENOR GROUP INVESTMENTS shares for the benefit of all Group members of personnel and employees. This company, a 100% ATENOR GROUP subsidiary, holds a portfolio of 150,000 ATENOR shares. An initial tranche of 37,500 options on AGI shares was issued in August 2013.
These options were largely distributed among members of personnel and employees on the basis of six levels of seniority; the two first levels (members of the Executive Committee and Directors, amounting to 11 people including the CEO) were assigned an identical number of options.
More precisely, the number and the key characteristics of the options on shares granted in 2013 to the members of the management (including the CEO) are as follows:
| • Stéphan Sonneville 1,500 | |
|---|---|
| • Sidney D. Bens | 1,500 |
| • Laurent Collier | 1,500 |
| • William Lerinckx | 1,500 |
| • Olivier Ralet | 1,500 |
This advantage was granted in 2013 for performance in 2012.
No options were exercised or expired in 2013.
A second tranche of 37,500 options on AGI shares was issued in February 2014. Their exercise price was set, following approval by the AGI auditor, at 9.32 euro per option, corresponding to their inventory value per AGI share on 31 January 2014, after re-evaluation of the portfolio of ATENOR GROUP shares at 35.46 euro per share, corresponding to the average of the 20 last closing prices. These options will be able to be exercised in March 2017, March 2018 or March 2019.
The benefit in kind that these options represent is 1.68 euro per option.
This advantage was granted in 2014 for performance in 2013.
The exercise price of the option was set, following approval by the AGI auditor, at 6 euros per option, corresponding to the subscription price of the AGI shares issued at the time of the constitution of the company on 26 July 2013. These options may be exercised in March 2016, March 2017 or March 2018, each time after the publication of the annual results. The benefit in kind that these options represent is 1.08 euro per option. 2014, as explained below. New options on AGP shares were granted on 28 February 2014 by the Nomination and Remuneration Committee to the members of the Management (including the CEO). These options were agreed on the basis of the number of AGP shares as derived following an increase in capital in December 2013, i.e.: 1,140 shares.
Options on AGP shares were granted to members of Management (including the CEO) for the first time in 2013.
The number and key characteristics of these options are listed below:
| • Stéphan Sonneville 299 | |
|---|---|
| • Sidney D. Bens | 175 |
| • Laurent Collier | 175 |
| • William Lerinckx | 175 |
| • Olivier Ralet | 175 |
The exercise price of the options was 1,026 euro per option, corresponding to the AGP net asset value (NAV) on 31 December 2012 and, in accordance with the approval given by the General Assembly of 26 April 2013, these options may be exercised either from 10 March to 28 March 2014 or from 9 March to 27 March 2015. The benefit in kind that these options represented amounted to 184.7 euro per option. All these options were exercised in March
The remuneration received directly or indirectly by the CEO is generally defined for both his role on the Board of Directors and directly or indirectly in the Company and its subsidiaries. The total remuneration, both fixed and variable, of the CEO is determined by the Nomination and Remuneration Committee, based on an assessment of the collaboration taking place at the end of each year and based on the principles approved by the Board.
As specified above and in Section V.4 of the Corporate Governance Charter, AGP stock options account for most of the incentive to be given to the CEO. Variable remuneration is granted by the N&RC only in specific cases or for special services by the CEO.
The total amount of the remuneration allocated for the 2013 financial year amounted to 526,761 euro and can be broken down as follows (company cost):
In addition, for the year 2013 the CEO realised a gain of 197.239 euro further to the exercise of options that had been allocated to him on AGP shares. Finally, he did not receive options on ATENOR GROUP shares in 2013, but benefited from 1,500 options on the subsidiary ATENOR GROUP INVESTMENTS (AGI). More information about the AGP, AGI stock options and on the options on ATENOR GROUP shares granted, exercised or expired in 2013 is given below.
The remuneration of the CEO does not include the assignment of shares of ATENOR GROUP or of a subsidiary.
The Company did not deviate significantly from its remuneration policy during the accounting period covered by the annual report.
The level and structure of the remuneration of the Management (management companies and salaried employees) is such that they allow the recruitment, loyalty and motivation of qualified and skilled professionals taking into account the nature and the extent of responsibilities assumed directly or indirectly in the Company and its subsidiaries.
At the end of each year, the collaboration with each member of the Management is subjected to an evaluation process (based on a standardised and detailed evaluation form) in order to determine whether the respective member has achieved the targets that were agreed upon during the evaluation of the preceding year. In addition to the daily informal contacts, this evaluation is conceived as a moment of exchanging views that allows to guide the collaboration with each member of the Management. Insofar as the members of the Management are concerned, this evaluation is held with the CEO, who reports on the evaluation to the Nomination and Remuneration Committee.
As mentioned above and as specified in section V.4 of the Corporate Governance Charter, options on AGP shares represent the main part of the incentive to be given to members of the Management. A variable remuneration (bonus) as mentioned above shall be granted only in special cases or for specific performances by a member of the Management.
On an overall basis, the amount of the remunerations and other benefits granted directly or indirectly to the members of the Management (other than the CEO) by the Company or its subsidiary companies allocated for the 2013 financial year, amounted to 1,209,268 euro and can be broken down as follows (company cost):
The members of the Management received in addition, for the 2013 financial year, added value of 659,002 euro further to the exercise of options that had been assigned to them on AGP shares. Finally, they did not receive options on ATENOR GROUP shares in 2013 but benefitted from 1,500 options on the subsidiary ATENOR GROUP INVESTMENTS.
The consolidated financial statements on 31 December 2013 have been drawn up in compliance with international standards for financial information (IFRS – 'International Financial Reporting Standards') as approved in the European Union and provide a true and fair view of the assets, of the financial situation, of the results of ATENOR GROUP and of the enterprises included in the consolidation.
The management report contains a true reflection of the development of the business, the results and the situation of s.a. ATENOR GROUP and the consolidated companies as well as a description of the main risks and uncertainties with which they are confronted.
Sidney D. BENS Stéphan SONNEVILLE s.a.
CFO CEO
The number and the key characteristics of these options are covered below:
It will be proposed that the General Assembly of 25 April 2014 approves the issuing of these options and that it be possible to exercise these options from 9 March 2015 to 27 March 2015 and from 7 March 2016 to 25 March 2016.
These options have an exercise price that corresponds to the net asset value (NAV) on 31 December 2013, after allocation, that is 1,068.1 euro per share. The benefit in kind that these options represent amounted to 192.3 euro per option.
The contract of the members of the Management (including the CEO) does not provide for severance pay (except for the application of the labour law).
No specific right to claim variable remuneration that has been granted to the Management (including the CEO) on the basis of erroneous financial information has been established for the benefit of the Company.
| Registered office: Avenue Reine Astrid 92 | |
|---|---|
| B-1310 La Hulpe | |
| Phone: | +32-2-387 22 99 |
| Fax : |
+32-2-387 23 16 |
| Enterprise no. | VAT BE 0403209303 |
| RPM Nivelles | |
| E-mail: | [email protected] |
| Website : |
www.atenor.be |
ATENOR GROUP has chosen French as its official language. Consequently, only the French text is authentic. The versions in Dutch and English are translations of the French version.
Dit jaarverslag is ook verkrijgbaar in het Nederlands. Ce rapport est également disponible en français.
P S.A.
We have the honour of presenting you the Management Report of your company's 103rd financial year and of submitting for your approval the Annual Accounts as at 31 December 2013, along with our proposals for the allocation of profits.
The consolidated results for 2013 amount to 12.03 million euro, compared with 9.49 million euro in 2012.
The turnover amounts to 110.00 million euro. This turnover comes primarily from the sales of our three projects under development, namely, the Tower apartments and those of the Terrace-buildings of the UP-site project (€63.63 million), the Trebel project (€43.64 million euros) and the Port du Bon Dieu project (€2.49 million euros).
The operating result amounts to 23.84 million euro, primarily influenced by the transfer, during the first half of the year, to PMV of UP-site's office block B2 and the sale of the apartments of the Tower and of the Terracebuildings; the Trebel project also contributed to the operational result on a proportional basis to the progress of work (38.48%) as well as the 22 first deeds and sale agreements signed in the context of the Port du Bon Dieu project ; finally, the indemnities received within the framework of the City Docks project in Anderlecht provide an additional contribution to the operating result.
The net financial result amounts to -5.23 million euro, compared with -3.12 million euro in 2012. As in the first half of the year, the increase of financial charges is due to the integration of the interest charges for the bond issued in 2012 (maturing in 2017). The progress in the works of the UP-site project site for the buildings still to be delivered, the continuance of the Port du Bon Dieu project and the obtaining of permits for La Sucrerie (Ath) and Au Fil des Grands Prés (Mons) have led to the activation of the financial costs connected with these four projects for a total amount of 4.12 million euro.
Deferred tax expense: In compliance with the IAS 12 and the situation of the fiscal losses of ATENOR, the UP-site and the Trebel projects resulted, when launched, in the recording of deferred tax assets. In 2013, the impact of the taking back these deferred taxes amounted to 2.83 million euro.
Taking the preceding factors into account, the net result of the financial year amounts to 12.03 million euro.
The consolidated shareholders' equity amounts to 104.79 million euro compared with 98.74 million at 31 December 2012 and in 2013, represents 27.82% of the balance sheet total (compared with 25.98% in 2012).
As at 31 December 2013, the group has a net consolidated indebtedness of 174.93 million euro, compared with a net financial consolidated indebtedness of 131.85 million euro as at 31 December 2012. The net consolidated indebtedness consists, on the one hand, of the long-term debt amounting to 189.44 million euros and net cash amounting to 14.40 million euros.
As in 2012, during fiscal year 2013, the works connected with the already commercialized projects and with the projects under development were financed by the liquidities generated by the new sales described above. The liquidities available made it possible to reduce short term indebtedness by 16.51 million euros.
The "buildings held for sale" classified under "Stock" represent the real estate projects in portfolio and in the course of development. This item amounts to 261.27 million euro, an increase of 30.80 million euro in comparison with 31 December 2012. This increase is the result of the acquisition of the remainder of the Europa plot from Connectimmo and the initial asbestos removal work (12.59 million euros), the continuation of works for the Vaci Greens project (Hungary), Hermes Business Campus project (Romania), UP-site, Les Brasseries de Neudorf, the acquisition of the first phase of the Au Fil des Grands Prés (Mons) project and the remainder of the Port du Bon Dieu project, i.e. +49.31 million euro in total. The progress of the Trebel project and the remainder of the other projects under development reduce the stock by 18.51 million euros.
During 2013, ATENOR did not acquire any own shares.
ATENOR GROUP held 157,583 own shares acquired at an average price of 40.45 euro for a total amount of 6.37 million euro. On 5 August 2013, ATENOR GROUP transferred 150,000 shares to its subsidiary named ATENOR GROUP INVESTMENTS (AGI) (see Stock Option Plans – page 54).
At 31 December 2013, ATENOR GROUP s.a. therefore held 7,583 own shares.
The two basic trends underlying the markets in which ATENOR is present were further sustained this year: on the one hand, demographic growth, specifically in urban centres, is creating an increased need for new housing; on the other, the need to adapt to the changing requirements and constraints of the world of work is creating a demand for new, efficient office space.
The portfolio currently includes 12 projects under development with a total of approximately 600,000 m².
The favourable evolution of most of the projects in portfolio are testament of their good positioning in growth niches:
The UP-site project has made a significant contribution to the 2013 results.
The delivery of the B2 offices to PMV (leased to GO) took place successfully in August 2013. The commercial success of apartments has continued, pointing to the existence of a niche market for daring, avantgarde positioning. The rapid commercialization of the Terrace-buildings next to the tower, launched at the start of the year, has brought further confirmation of the renewal of this formerly abandoned district. To date, over 70% of the 357 apartments have been sold or reserved.
This emblematic tower stands out in the Brussels landscape, increasing its attractiveness, giving the city a dynamic and positive image and providing ATENOR with a reference.
TREBEL – European Quarter, rue Belliard, Brussels (29.766 m² of offices) It is a 29,766 m² office building that meets the most stringent environmental efficiency and occupancy requirements. Construction began in April 2013 following the granting of building and environmental permits and is expected to continue until 2016; the result is recorded as construction proceeds, account taken of the preliminary sales agreement with the European Parliament. This project is the second contributor to the 2013 results.
BRUSSELS EUROPA – European Quarter, rue de la Loi, Brussels (29.000 m² of offices, residential units to be defined)
The building permit application, filed in December 2012 for a mixed project of a total 44,000 m² is ongoing. In particular, the impact study support committee finished its work in February. At the same time as this development, the Brussels Capital Regional Government adopted the RRUZ (Regional Zoned Planned Regulation) covering the area which the Brussels Europa project is in. On the basis on the one hand of the conclusions of the impact study and the RRUZ prescriptions on the other, ATENOR decided to file an amended application in order to fall within this new regulatoy framework. The project will be reviewed downwards (29,000 m² of office space) and will comprise a larger number of residential units (to be determined). A demolition permit has already been filed. The permits are expected to be granted during the second half of 2014, at which point construction should be able to begin.
The permitting procedure was put on hold while awaiting the completion of the Midi district master plan. This work carried out within the framework of constructive dialogue involving all parties is reaching its conclusion. This indicates that, at this stage, the Victor project could be amended in such a way as to bring together all parties concerned. The schedule and parameters for its development should be established in the coming weeks.
CITY DOCKS - Canal area, quai de Biestebroeck, Anderlecht (of the order of 165,000 m² mixed)
The new PRAS (Regional Land Assignment Plan) has been approved by the Brussels-Capital Regional Government. As announced it provides for a "Zému" (Area for Enterprises in the Urban Environment) at the Quai de Biestebroeck, including the City Docks plot. Furthermore, the entire Canal area has been part of a group discussion conducted by the Region under the name "Plan Canal". We intend to submit an initial building permit application in the coming weeks for the construction of residential units, offices and a nursery home, which are entirely consistant with the new PRAS and the Plan Canal recommendations.
The objective being to offer middle class residential units, this project is a response to the most obvious demand on the Brussels housing market.
Construction works on this new residential area at the entry to the city continue. Commercialization of the first block of 46 apartments began in January 2013 and the presales rate of 40% confirms the market's interest in this unique project in Namur.
We have obtained a building permit for the construction of a block of 78 residential units within the framework of the existing PCA (Municipal Town Planning) and within this same framework, submitted an application for a building permit for four other blocks of residential units which amounts to a total of 134 residential units. A reviewed PCA is currently under discus-sion between the municipal and regional authorities on the basis of which, the rest if the development may be foreseen.
A single application for a building permit for the development of 20,000 m², mainly of residential units was submitted in January 2014. The construction and commercialization of the two first residential blocks is expected to begin as soon as the permit is granted; (expected during the first half of this year).
LES BRASSERIES DE NEUDORF – Luxembourg (87 residential units) There has been an administrative delay with the PAP (Special Planning Permission) to be concluded with the City of Luxembourg, delaying the issuance of the permit. This is expected to be granted in coming weeks without impact on the development schedule. Construction work is expected to begin in the first half of this year with a currently exceptional pre-sales rate of 60%.
AIR – Quartier de la Cloche d'Or, Luxembourg (9.785 m² of office space) By way of a reminder, in July 2013, ATENOR reached an agreement for the purchase of the ING head office in Luxembourg. At the same time, ATENOR signed a 12-year lease with financial services firm BDO for the entire building after reconstruction and extension. The building permit application was submitted and works are expected to begin during the first half of this year.
Delivery of the first phase of 18,000m² is set for the start of March 2014. During 2013, we have been forced to change General Contractor following the bankruptcy of the Austrian group appointed. This has had only a minor impact on the development, with three months additional delay. To date, the pre-leasing rate has reached 35% in an active local market in which this project benefits from good positioning in terms of the quality-price ratio as well as its location.
The first building (A - 17,362 m²) was delivered in November 2013. As expected, this building has received great interest on the local rental market, being the only one in its category to be delivered in 2013. It has been fully leased by a number of renowned companies, including GE group which occupies several floors, since January 2014. Construction of a second office block has begun and contacts are under way with a view to pre-leasing.
The hotel's activity under the PARK INN brand produced a good operating result during 2013. Given the slowing of the investormarket for this type of asset, despite its quality, ATENOR, in association with its partners, is examining the most appropriate commercial approaches with a view to the sale of the company holding the hotel.
The on-going legal procedure regarding liquidity companies ("société de liquidités"), in which ATENOR and several of its managers are involved, continued.
A first session of the courthouse has been set for 30 April 2014 within the framework of the "E. Migeotte /Société Générale (France)" case.
As ATENOR has stated since the beginning of these judicial procedures and has repeatedly stated in its annual reports, ATENOR and its management feel that they have not committed any fraud or infraction and are confident that their good faith will be acknowledged in court.
The information relating to the use of derivatives is given in the annual financial report.
On 5 August 2013, ATENOR GROUP issued an option plan (SOP 2013) of a subsidiary, ATENOR GROUP INVESTMENTS (AGI).
This subsidiary acquired 150,000 own shares from ATENOR GROUP at an average price of 31.90 euro (weighted average of the 3 months prior to the acquisition), constituting its sole assets.
The options on this subsidiary are issued for ATENOR GROUP Management, staff and service providers.
A first tranche of 30,060 options on AGI shares has been accepted and materialises this SOP 2013.
It will be exercisable during the three following periods from 14 March to 1 April 2016, from 13 March to 31 March 2017 and from 12 March to 30 March 2018 at the unit price of € 6.00.
The company does not have either a branch or any R&D activity.
The financial information of 2013 has now been agreed and presented in accordance with the IFRS standards as adopted in the European Union. The annual financial report has been made available to the shareholders. It forms an integral part of the present management report.
ATENOR GROUP s.a.'s statutory annual accounts show a net profit for the tax year of 7,996,987.50 euro.
Apart from the operations reflected in the consolidated accounts, the 2013 profits/losses is primarily explained by the sales of long leases connected with the UP-site and Trebel projects and of management of general and structural expenses as well as financial charges primarily related to our two bond issues.
Your Board proposes you to approve the annual accounts as at 31 December 2013 and allocate the corporate financial year's profit of
| ATENOR GROUP s.a. as follows: | |
|---|---|
| Profit for the year | € 7 996 987.50 |
| Profit carried forward | € 42 435 828.78 |
| Profit to be allocated | € 50 432 816.28 |
| Directors 'entitlements | € 225 000.00 |
| Legal reserve | € 399 849.38 |
Capital remuneration(*) € 10 488 670.00 Profit to be carried forward € 39 319 296.90
(*) suspension of the entitlement to dividend on own shares (7.583) subject to the approval of the General Meeting
The Board of Directors will propose, to the General Assembly of 25 April 2014, the payment (for the financial year 2013) of a gross dividend of 2.00 euro per share, that is, a net dividend after withholding tax (25%) of 1.50 euro per share and, for the second consecutive year, in the form of an optional dividend.
Similar to last year, the reference shareholders have already indicated that they would opt for the optional dividend.
Regarding the Corporate Governance Statement (including, among others, the remuneration report in compliance with Article 96§3 of the Companies Code), the description of systems of internal control, of the risk management and the other regulatory information aimed at in Article 34 of the Royal Decree of 14 November 2007), reference is made to page 38. It is an integral part of this report and is also repeated in its entirety in the annual report.
On 3 February 2014, ATENOR GROUP issued a second tranche of the stock option plan (SOP 2013) for the subsidiary named ATENOR GROUP INVESTMENTS (AGI).
The options issued on this subsidiary benefit ATENOR GROUP management, personnel and service providers.
This SOP may be exercised during the three periods following 13 March to 31 March 2017, from 12 March to 31 March 2018 and from 11 March to 31 March 2019.
No other significant event occurring since 31 December 2013 is to be noted.
Most of the projects in our portfolio have evolved notably in 2013. A number of building permits (obtained or applied for) and various phases of construction or planned construction clearly reflect this global evolution. Specific progress in terms of commercialization for both office and residential projects provide not only a good visibility concerning the results for 2014 and subsequent years, but also demonstrate diversity not achieved before in the sources of results.
However, the real estate market, both residential and office, remains tied to the development of the economic climate.
In these general conditions of low economic growth in Europe, ATENOR is remaining cautious in its forecasts and is not expressing an opinion on the future schedule of results not the level of profitability expected.
ATENOR GROUP's activities consist in the realisation of real estate developments, either directly or through subsidiaries.
ATENOR GROUP is faced with the risks and uncertainties inherent with this activity and, in particular, the changes in international economic trends and the markets in which the buildings are constructed, and the changes in the financial markets fundamentals, such as interest rates and the volume of funds intended for investment.
The Board of Directors is attentive to the analysis and management of the various risks and uncertainties to which ATENOR GROUP and its subsidiaries are subject.
Furthermore, the Board of Directors sets out three identified risks in the legal proceedings which ATENOR GROUP is confronted with:
It transpired that these investors might have embezzled the liquidities of the acquired companies and failed to fulfil their tax obligations by not proceeding with any reinvestment as announced.
These tax disputes, which do not relate to ATENOR GROUP directly, have given rise to criminal complaints or civil proceedings, mainly against the buyers and the intervening banks but also against ATENOR and certain members of its management.
Currently, ATENOR GROUP and some of its directors are involved in three ongoing proceedings.
Within the scope of the ongoing legal procedure regarding "Erasmonde – American Energy", the court of appeal is expected to announce a decision soon on the appeals made against a decision made in October 2013 against 13 companies and people including ATENOR GROUP and Stéphan Sonneville, ATENOR GROUP's Managing Diector.
Within the scope of the "E. Migeotte / Société Générale (France) "case," after a non suit announced in February 2012 by the Council Chamber of Turnhout, the Indictment Division of Antwerp took a decision to refer in March 2013. The appeal made by a third party was rejected. An initial session of the Correctional Court was set for 30 April 2014.
Finally, the "D-Facto - Cabepo" case is currently pending before the Court of Appeals of Brussels; the matter is set for the first submissions in April 2014.
In addition, ING bank, whose responsibility in a similar case was called into question by the tax authorities intends to involve ATENOR GROUP in this civil procedure.
In general, ATENOR GROUP, which fully and honestly cooperated in the
investigations carried out by the legal and tax authorities, confirms that it has not committed any fraud either with regard to tax law or to company law, and is confident that its good faith will be acknowledged in all of the above mentioned cases.
On 9 March 2012, the District Court of Luxembourg partially accepted this request, to the limit of 0.37 million euro. On 24 May 2012, ATENOR GROUP, appealed this ruling and set aside provisions in the 2012 in the amount of 0.37 million euro. The procedure is still pending on appeal.
ATENOR GROUP is of the opinion that the claims the Group is facing are unfounded and, consequently, no provision has been made regarding these disputes.
− Your Board proposes that discharge would be granted to the directors and to the auditor for the financial year ended on 31 December 2013.
− On the proposal of the Appointments and Remuneration Committee, your board proposes that the mandate as director of SOGESTRA sprl represented by Nadine Lemaître would be renewed for a period of three years. This mandate, which could be remunerated, will expire at the end of the Ordinary General Assembly of 2017.
La Hulpe, 28 February 2014 For the Board of Directors.
| In thousands of EUR | Notes | 2013 | 2012 |
|---|---|---|---|
| Revenue | 3 & 4 | 110,133 | 45,943 |
| Turnover | 109,997 | 45,452 | |
| Property rental income | 136 | 491 | |
| Other operating income | 3 & 4 | 2,659 | 3,801 |
| Gain (loss) on disposals of financial assets | 9 | 936 | |
| Other operating income | 2,236 | 2,865 | |
| Gain (loss) on disposals of non-financial assets | 414 | 0 | |
| Operating expenses (-) | 3 & 4 | -88,949 | -40,990 |
| Raw materials and consumables used (-) | -93,898 | -52,089 | |
| Changes in inventories of finished goods and work in progress | 28,334 | 28,905 | |
| Employee expenses (-) | 5 | -1,684 | -2,993 |
| Depreciation and amortization (-) | -172 | -181 | |
| Impairments (-) | -47 | 613 | |
| Other operating expenses (-) | 6 | -21,482 | -15,245 |
| Result from operating activities - Ebit | 3 & 4 | 23,843 | 8,754 |
| Financial expenses (-) | 7 | -6,484 | -4,315 |
| Financial income | 7 | 1,258 | 1,195 |
| Share of profit (loss) from investments consolidated by the equity method | -323 | -568 | |
| Profit (loss) before tax | 18,294 | 5,066 | |
| Income tax expense (income) (-) | 8 | -6,266 | 4,424 |
| Profit (loss) after tax | 12,028 | 9,490 | |
| Post-tax profit (loss) of discontinued operations | 0 | 0 | |
| Profit (loss) of the period | 12,028 | 9,490 | |
| Attributable to minority interest | 0 | 1 | |
| Group profit (loss) | 12,028 | 9,489 | |
| In EUR | 2013 | 2012 | |
| Earnings per share | |||
| Number of shares | 9 | 5,251,918 | 5,038,411 |
| Basic earnings | 9 | 2,29 | 1,88 |
| Diluted earnings per share | 9 | 2,29 | 1,88 |
| Proposal of gross dividend per share | 9 | 2,00 | 2,00 |
| In thousands of EUR | 2013 | 2012 | |
| Other elements of the overall profit and losses | |||
| Group share result | 12,028 | 9,489 | |
| Items not to be reclassified to profit or loss in subsequent periods : | |||
| Employee benefits | -141 | 0 | |
| Items to be reclassified to profit or loss in subsequent periods : | |||
| Translation adjusments | -1,789 | 857 | |
| Cash flow hedge | 0 | 99 | |
| Overall total results of the group | 10,098 | 10,445 | |
| Overall profits and losses of the period attributable to third parties | 0 | 1 |
| ASSETS | LIABILITIE S AND EQUITY |
||||||
|---|---|---|---|---|---|---|---|
| In thousands of EUR | Notes | 2013 | 2012 | In thousands of EUR | Notes | 2013 | 2012 |
| Non-current assets | 43,049 | 45,412 | Total equity | 104,786 | 98,743 | ||
| Property, plant and equipment | 12 | 341 | 362 | Group shareholders' equity | 104,786 | 98,605 | |
| Investment property | 0 | 0 | Issued capital | 10 | 44,644 | 38,880 | |
| Intangible assets | 11 | 4,523 | 4,910 | Reserves | 10 | 66,517 | 66,100 |
| of which goodwill | 4,498 | 4,875 | Own shares (-) | 9 & 10 | -6,375 | -6,375 | |
| Investments in related parties | 17 | 0 | 74 | Minority interest | 0 | 138 | |
| Investments consolidated by the equity method |
13 | 10,361 | 10,085 | Non-current liabilities | 184,682 | 200,156 | |
| Deferred tax assets | 19 | 10,281 | 13,395 | Non-current interest bearing | |||
| Other non-current financial assets | 17 | 17,535 | 16,450 | borrowings | 21 | 164,097 | 164,310 |
| Derivatives | 0 | 0 | Non-current provisions | 20 | 424 | 398 | |
| Non-current trade and other | Pension obligation | 23 | 80 | 34 | |||
| receivables | 17 | 3 | 4 | Derivatives | 21 | 61 | 165 |
| Other non-current assets | 18 | 5 | 132 | Deferred tax liabilities | 19 | 10,170 | 8,786 |
| Current trade and other payables | 21 | 9,814 | 26,463 | ||||
| Other non-current liabilities | 21 | 36 | 0 | ||||
| Current assets | 333,660 | 349,374 | Current liabilities | 87,241 | 95,887 | ||
| Assets held for sale | 15 | 0 | 1,546 | Current interest bearing debts | 21 | 49,744 | 66,255 |
| Inventories | 16 | 261,267 | 230,467 | Current provisions | 20 | 1,052 | 1,052 |
| Other current financial assets | 17 | 37,379 | 96,707 | Pension obligation | 23 | 0 | 9 |
| Derivatives | 0 | 0 | Derivatives | 21 | 28 | 0 | |
| Current tax receivables | 18 | 3,440 | 1,307 | Current tax payables | 22 | 1,663 | 1,092 |
| Current trade and other receivables 17 | 29,146 | 16,511 | Current trade and other payables | 21 | 27,181 | 18,368 | |
| Current loans payments | 18 | 35 | 11 | Other current liabilities | 22 | 7,573 | 9,111 |
| Cash and cash equivalents | 17 | 1,530 | 2,009 | ||||
| Other current assets | 18 | 863 | 816 | ||||
| Total assets | 376,709 | 394,786 | Total Equity and Liabilities | 376,709 | 394,786 |
| In thousands of EUR | 2013 | 2012 |
|---|---|---|
| Operating activities | ||
| Profit/loss after tax (excl. discontinued operations) | 12,028 | 9,490 |
| Result of investments consolidated by the equity method | 324 | 568 |
| SOP / IAS 19 | 113 | 201 |
| Depreciations (+/-) | 172 | 203 |
| Write off (+/-) | 46 | -613 |
| Provisions (+/-) | 17 | -1,076 |
| Translation adjustments (+/-) | -16 | -15 |
| Profits/losses on assets disposals | -205 | -833 |
| Deferred taxes (+/-) | 4,554 | -5,120 |
| Cash flow | 17,033 | 2,805 |
| Increase/decrease in inventories | -32,294 | -31,954 |
| Increase/decrease in receivables | -56,114 | -10,412 |
| Increase/decrease in debts | -13,627 | 26,256 |
| Increase/decrease in working capital | -102,035 | -16,110 |
| Cash from operating activities (+/-) | -85,002 | -13,305 |
| Investments activities | ||
| Acquisitions of intangible and tangible assets | -141 | -114 |
| Acquisitions of financial investments | -60 | -86 |
| New loans | -1,779 | -1,165 |
| Subtotal of acquired investments | -1,980 | -1,365 |
| Disposal of financial investments | 0 | 957 |
| Reimbursement of loans | 163 | 71 |
| Subtotal of disinvestments | 163 | 1,028 |
| Cash from investment activities (+/-) | -1,817 | -337 |
| Financial activities | ||
| Capital decrease | -288 | 0 |
| Own shares | 0 | -2 |
| New long-term loans | 43,179 | 91,354 |
| Reimbursement of long-term loans | -11,463 | 0 |
| Dividends paid by parent company to its shareholders | -3,983 | -9,877 |
| Fees paid to the directors | -225 | -205 |
| Cash from financial activities (+/-) | 27,220 | 81,270 |
| Changes in scope of consolidation and exchange rate | -208 | -20 |
| Net cash variation | -59,807 | 67,608 |
| Opening value of cash accounts in balance sheet | 98,716 | 31,108 |
|---|---|---|
| Closing value of cash accounts in balance sheet | 38,909 | 98,716 |
The cash flows in 2013 were significantly impacted by:
the "new loans" which contain the advances granted to the subsidiaries consolidated by the equity method, IMMOANGE, VICTOR PROPERTIES and SOUTH CITY HOTEL (-1.52 million euro) and the «urban planning charges» guarantee for the Port du Bon Dieu project (-0.26 million euro);
the "new long term loans" correspond mainly to
(a) the 35 million euro down payment received from the European Parliament and the outstanding balance due from the acquisition of the emphyteusis (3.3 million euro) within the context of the Trebel project and
(b) two 3-year MTNs of 4.75 million euro (+43.18 million euro); - the "reimbursements of long-term loans" (-11.46 million euro) corresponding to the payment of two additional tranches for the acquisition of the emphyteusis for the Trebel project.
As a reminder: the cash flows in 2012 were significantly impacted by: - the "new loans" (-1.17 million euro) granted to the subsidiaries consolidated by the equity method (IMMOANGE and VICTOR PROPERTIES);
| In thousands of EUR | Notes | Issued capital |
Hedging | reserves Own shares | Consoli dated reserves |
Profit/ loss of the period |
IAS 19R reserves |
Cumulative translation adjusments |
Minority interests |
Total Equity |
|---|---|---|---|---|---|---|---|---|---|---|
| 2012 | ||||||||||
| Balance as of 01.01.2012 | 38,880 | -99 -6,373 76,646 | - | - -10,947 | -589 97,518 | |||||
| Profit/loss of the period | - | - | - | - | 9,489 | - | - | 1 | 9,490 | |
| Other elements of the overall results | (2) | - | 99 | - | - | - | - | 857 | - | 956 |
| Total comprehensive income | - | 99 | - | - | 9,489 | - | 857 | 1 10,446 | ||
| Paid dividends and directors' entitlements | - | - | - | -9,967 | - | - | - | - | -9,967 | |
| Own shares | (1) | - | - | -2 | - | - | - | - | - | -2 |
| Share based payment | - | - | - | 222 | - | - | - | - | 222 | |
| Others | - | - | - | -200 | - | - | - | 726 | 526 | |
| Balance as of 31.12.2012 | 38,880 | - -6,375 66,701 | 9,489 | - -10,090 | 138 98,743 |
| Balance as of 01.01.2013 | 38,880 | - -6,375 76,190 | - | - -10,090 | 138 98,743 | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Profit/loss of the period | - | - | - | - | 12,028 | - | - | - | 12,028 | |
| Other elements of the overall results | (2) | - | - | - | - | - | -141 | -1,789 | - | -1,930 |
| Total comprehensive income | - | - | - | - 12,028 | -141 | -1,789 | - 10,098 | |||
| Capital increase | (3) | 5,764 | - | - | - | - | - | - | - | 5,764 |
| Paid dividends and directors' entitle ments |
- | - | - | -9,762 | - | - | - | - | -9,762 | |
| Own shares | (1) | - | - | - | - | - | - | - | - | - |
| Share based payment | - | - | - | 81 | - | - | - | - | 81 | |
| Others | - | - | - | - | - | - | - | -138 | -138 | |
| Balance as of 31.12.2013 | 44,644 | - | -6,375 66,509 12,028 | -141 -11,879 | - 104,786 | |||||
(1) See note 10 (Capital) and note 23 (Employee benefits)
(2) In 2008, the Group acquired Hungarian and Romanian companies. ATENOR opted for the use of the local currency as the functional currency in each of these countries. The negative conversion differences of the period noted in the shareholders' equity were impacted by the down trend in these currencies. See note 17 (Financial assets) and note 2 (Risks management).
(3) On 28 May 2013, ATENOR GROUP executed a capital increase within the context of the distribution of the optional dividend voted by shareholders on 26 April 2013. Following this capital increase, the number of ordinary shares without designation of a nominal value amounts to 5.251.918 of which 157,583 own shares (See note 10).
The consolidated financial statements on 31 December 2013 were prepared in compliance with the IFRS (International Financial Reporting Standards) as adopted in the European Union.
The accounting principles applicable to the preparation and the presentation of consolidated financial statements on 31 December 2013 have not been altered from those used for the preparation and the presentation of consolidated financial statements on 31 December 2012.
None of the new IFRS standards and IFRIC interpretations and amendments of the old standards and interpretations, applied for the first time in 2013, had any significant direct impact on the figures reported by the Company. The new rule IAS 19 came into effect for open fiscal years as of 1 January 2013 and is applied retrospectively. Given Atenor Group's limited exposure to the topic of employee benefits, the impact of the new rule is negligible. No retrospective restatement was therefore necessary.
The rule IFRS 13, which provides for a new definition "fair value", specifically "the price that would be received for the sale of an asset or paid for the transfer of a liability during a normal transaction between market players on the date of evaluation", is to be applied as of 1 January 2013 but does not require modification of comparative fiscal years.
ATENOR GROUP has not adopted these new or amended standards and interpretations in advance. ATENOR GROUP is continuing its analysis of the possible impact of these new standards and interpretations. The future application of the new or amended standards and interpretations whose entry into force is set at 1 January 2014 should not have a significant impact on the consolidated financial statements of ATENOR GROUP.
The consolidated financial statements of the Group were made up by the Board of Directors on 28 February 2014.
The consolidated financial statements include the financial statements of ATENOR GROUP s.a. and its subsidiaries that are controlled directly or indirectly. These subsidiaries are consolidated according to the full consolidation method. Control is assumed to exist if the Group holds at least 50% of the shares.
The equity method is applied especially in the case of joint ventures held with joint control.
The intra-group transactions and results have been eliminated.
These consolidated financial statements have been prepared on the basis of historical cost, with the exception of certain financial instruments that are entered in the accounts according to the convention of fair value in conformity with the handling of the different categories of financial assets and liabilities defined by the IAS 39 standard.
The financial statements are presented in thousands of euro and rounded off to the nearest thousand.
A tangible fixed asset is booked in the accounts if it is probable that the future economic advantages associated with this element will be released by the Group and if the cost of this asset can be evaluated in a reliable way.
The tangible fixed assets are subject to the application of the terms relating to the depreciation of assets (IAS 36) and to the duration of the utility of the significant components of the assets (IAS 16). The land, installations and machines held with a view to their use in the production of goods and services, or for administrative purposes, are initially assessed at their acquisition value with the deduction of accumulated amortisation and any losses of value that may be recognised.
The acquisition value includes all the directly imputable charges necessary to bring the asset into a state where it can fulfil the function for which it is intended. The depreciation is calculated based on the estimated duration of service life, with a deduction of the residual value if this is significant. The borrowing costs are activated if applicable in tangible fixed assets under the conditions stipulated by IAS 23. The depreciations are calculated linearly on the estimated dur-ation of service life of the assets as of the date on which the asset is ready to be used, taking into account the residual value of the assets concerned, if this is significant. Depreciation is booked in the income statement under the category "Depreciation and amortisation (-)".
| Structures: | 20 - 33 years |
|---|---|
| Installations and equipment: | 10 - 15 years |
| Machines: | 3 - 8 years |
| Computer materials: | 3 - 10 years |
| Furniture: | 2 - 10 years |
| Mobile equipment: | 4 years |
| Outfitting of rented property: | 9 years (duration of the lease) |
The profit or the loss resulting from the transfer or the change of purpose of a tangible fixed asset corresponds to the difference between the income from the sale and the accounting value of the tangible fixed asset. This difference is taken into account in the income statement.
The grounds are assumed to have an unlimited service life and are not depreciated.
Later expenditures are booked into the income statement at the moment when they are incurred. Such an expense is activated only when it can be clearly demonstrated that it has led to an increase in the future economic advantages expected from the use of the tangible fixed asset in comparison with its normal performance as initially estimated.
The assets under financial leasing are recognized in the balance sheet if all the risks and advantages of ownership have been transferred to the buyer. They are amortised over the economic service life or, if it is shorter, over the duration of the lease.
ATENOR GROUP's activities in the real estate field can lead the group to hold various types of buildings categorised by the use to which they are assigned:
Each category has its own corresponding accounting principles regarding the recognition of the assets at origin and their later valuation.
The assets held in investment properties represent the properties held to gain rental income or properties let over a longer period in the expectation of the implementation of a real estate project in the medium term. Investment properties are booked at their acquisition value, reduced by depreciations and any losses in value. The market value is mentioned for information purposes in a note in the consolidated financial statements.
ATENOR GROUP has opted for valuation of buildings held temporarily as investments according to the "cost model", a model that is more appropriate than the "fair value model" from the point of view of later appreciation through an own real estate development. The cost of an investment property includes its purchase price and all directly attributable expenses. Directly attributable expenses are, for example, legal fees, transfer duties and other transaction costs. After being recorded as an asset, a placement property measured according to the «cost model» is booked at its cost reduced by the accumulated depreciations and the accumulated losses of value (see point 2.3 - Losses of value on tangible fixed assets). The depreciations are calculated linearly over the estimated service life of the buildings, with deduction of their probable residual value. The depreciation is booked into the income statement under the category "Depreciation and amortisation (-)". As a general rule, investment buildings for which the operating horizon is not limited are depreciated between 20 and 33 years.
The intangible fixed assets are evaluated initially at cost. The intangible fixed assets are recognised as assets if it is probable that the future economic advantages that can be attributed to the asset will go to the undertaking
and if the cost of this asset can be evaluated in a reliable way. After initially being entered in the accounts, the intangible fixed assets are evaluated at cost reduced by the combination of the amortisations and the combination of the depreciations and cumulated loss of value of assets.
The intangible assets of ATENOR GROUP primarily include the software programs.
The intangible fixed assets have a fixed economic life and are consequently depreciated according to the linear method on the basis of the best estimation of their duration of utility. The depreciation is booked in the accounts in the income statement under the category "Depreciation and amortisation (-)".
Except for the current intangible assets, which are subjected to an annual impairment test, tangible and intangible fixed assets are the object of an impairment test only when there is an indication showing that their accounting value will not be recoverable by their use (utility value) or their sale (fair value less sale costs).
If an asset does not generate cash flows independent of those of other assets, the Group will conduct an estimate of the recoverable value of the cash generating unit (CGU) to which this asset belongs. The recoverable value is the higher value between the fair value decreased by the costs of the sale and the utility value.
The fair value is the price that would be received for the sale of an asset or paid for the transfer of a liability on a normal transaction between market participants on the evaluation date.
The utility value is the current value of the future cash flows likely to result from an asset or a UGT.
A loss of value is the amount by which an asset's or UGT's book value exceeds its recoverable value.
When a loss of value is recovered later, the accounting value of the asset or of a CGU is increased to reach the revised estimate of its recoverable value, without, however, being higher than the accounting value that would have been determined if no loss of value had been entered in the accounts for this asset or this CGU in the course of previous financial years.
The goodwill constitutes the difference between the acquisition cost determined at the time of the regrouping of companies and the Group share in the fair value of the assets, liabilities and any identifiable benefits.
In compliance with IFRS 3 on the regrouping of companies and IAS 38 on intangible fixed assets, the duration of utility of the goodwill acquired within the scope of a regrouping of companies is considered as indeterminate and no depreciation is booked in the accounts. ATENOR GROUP carries out annually a test of loss of value consisting of allocating a recoverable value (that is, the fair value less the costs of sale or the value in use) to each asset concerned (or generating unit of the Group's accounts). If this recoverable value is lower than the accounting value of the unit or the entity concerned, the Group registers a loss in value, for which the difference is booked in the profit and loss accounts.
The loss of value recognised for goodwill cannot be recovered during later financial years.
When control has been obtained over one or more other units that do not constitute "businesses", the regrouping is not classified as a "business
combination". When it concerns a group of assets or of net assets that do not constitute a "business", the cost is distributed among the individual identifiable assets and liabilities on the basis of their fair values relating to the date of acquisition. And such an acquisition of asset(s) does not give rise to the recognition of goodwill. Thus in the event of an acquisition of an asset, contrary to a "business combination", the amount paid that exceeds the fair value of the assets is not entered in the accounts as "goodwill". To summarise, transferred assets appear in the buyer's balance sheet not at their fair value as in a "business combination", but at their fair value plus the "extra price" paid, without recognition of deferred taxes.
The Group enters a non-current asset (or any entity intended to be disposed of) as held for sale if the accounting value is or will be recovered primarily through a sales transaction rather than through continued use.
The non-current assets held for sale are valued at the lowest at their accounting value or at their fair value reduced by the costs of sale.
A discontinued activity is a unit (or a group of units) generating funds that either has been disposed of or is held for sale. It appears in the profit and loss accounts under a single amount and its assets and liabilities are presented in the balance sheets separately from the other assets and liabilities.
The inventories are valued at the lowest at cost and the net marketable value. The net realizable value is the estimated selling price as part of a normal process of developing a real estate project, less the estimated costs to completion and the estimated costs necessary for the sale.
The cost includes the acquisition costs and the direct and indirect costs of conversion or development, including appropriate borrowing costs.
The amount of any write-downs to bring stocks down to their net execution value and any "stock" losses are booked as expenses for the period in which the write-down or loss occurs. The amount of any reversals of "stock" depreciations resulting from an increase in the net execution value is booked as a reduction of the amount of stocks booked in expenses in the period in which the reversal occurs.
A provision is constituted when the Group has a legal or implicit obligation at the date of the balance sheet and at the latest during the approval of the consolidated financial statements by the Board of Directors. The registered provisions meet the three-fold condition of resulting from a past transaction or event, of having a probability of leading to an outflow of resources and of being able to estimate the outflow of resources in a reliable way.
The provisions are the object of discounting in order to take into account the course of time. Each year ATENOR GROUP reviews the discounting rates used for each of its provisions.
In the application of the evaluation rules, the establishment of provisions for charges to be paid constitutes a matter subject to judgement.
Insofar as risks and undertakings are concerned for which an actual disbursement is disputed and judged not very probable, ATENOR GROUP will provide qualitative indications in notes 2, 24 and 26 (Risks Management, Disputes and Rights and obligations).
The costs of borrowing directly attributable to the acquisition, construction or production of a qualified asset are incorporated into the cost of this asset.
A qualified asset is an asset requiring a long period of preparation before it can be used or sold. The buildings intended for sale registered in the inventory account meet this criterion because the studies, the construction and the sales and marketing process can take several years.
The rate used to determine these costs will correspond to the weighted average borrowing costs applicable to the specific or general loans contracted to finance the real estate projects concerned.
ATENOR GROUP will start the capitalisation of the costs of borrowing as soon as the permits that are indispensable to the preparation of the asset have been issued and the implementation of the construction site is actually launched.
Capitalisation of the costs of borrowing is suspended during the long periods in the course of which the normal development of the project is interrupted.
Payables: payables are valued at their nominal value.
Own shares: the own shares are entered as a deduction from the equity. The results connected with transactions on these shares also affect the equity and not the income statement.
The non-effective part is recognised in the income statement. In other cases, variations in the fair value are immediately recognised in the profit and loss account.
The Group has foreign assets and considers the currency of each country as the "functional" currency in terms of IAS 21, which handles the "effects of changes in foreign exchange rates" and define the way to convert the financial statements into euro (reporting currency).
The Group therefore enters transactions and balances in the currency and due to this fact it is exposed to exchange risks of these currencies, defined as functional, materialising through conversion differences incorporated into its own consolidated equity capital.
All the projects under development in these foreign countries remain valued in stock according to the acquisition prices and the market prices relating to the studies and to the construction costs. All the active steps contributing to the successful completion of the project express the value creation provided by ATENOR GROUP and support the maintenance of an asset value "at cost" as long as the project demonstrates its feasibility and its profitability, whatever the unanticipated unknowns in the market values.
An abandoned project and/or a project whose net market value is lower than the net book value in stock would be the object of an appropriate value correction.
The use of the local currency as the functional currency is justified by the operational needs for execution of the projects.
The regular updating of the feasibilities (cost price, rental price, transfer parameters) of the projects makes it possible to check the extent to which the potential margin is affected by the evolution of economic and financial conditions. Consequently this estimated result per project incorporates the exchange risk as a parameter of the feasibility of each of the projects.
The segment reporting is based, both for internal and external communication, on a single activity criterion, namely, project development in the area of real estate promotion. ATENOR GROUP exercises its main activity of developing real estate promotion projects essentially in the area of office and residential buildings with relatively homogeneous characteristics and similar viability and risk profiles.
ATENOR GROUP has no activity organised by geographic markets. The internal and external reporting of ATENOR GROUP does not refer to a geographical segmentation either.
ATENOR GROUP forms part of complex real estate transactions in which the results are acknowledged as a function of contractual undertakings on the one hand and the extent of completion on the other hand. The principles of income recognition are applicable both in qualified "share deal" and "asset deal" operations for sales of buildings constructed, to be built or to be completed in the future.
These accounting principles are implemented in the light of the principles and guidance provided by IFRIC 15 - Agreements for the construction of real estate, or by analogy to IAS 11 (Construction contracts) or IAS 18 (Revenue from ordinary operations– service provision contracts) insofar as the recognition of revenues on progress taking into account the specific features of the activity of a real estate project developer is concerned, or in application of the principles of IAS 18 applicable to the delivery of goods with recognition of the revenue at the time of the actual transfer of the risks and advantages of ownership of the properties to the buyer.
Income is recognised to the extent that it can be considered as definitively acquired with deduction of all reasonably foreseeable charges associated with the obligations assumed by ATENOR GROUP in respect of the acquirer, in particular as regards the construction and the letting of the building.
The share of income related to the land is immediately acknowledged in the results from the moment that the transfer to the purchaser of control and/ or the risks and advantages associated with the land is substantially realised and an identifiable part of the income can be attributed to it. The land share is that evaluated in accordance with the parameters of the market and the contract.
The share of income attributable to construction shall appear in the result in accordance with the progress report of works or on completion, according
to whether the risks and benefits are transferred to the buyer during or following the building. The recognition of income on progress, in the context of a sale of assets, supposes a continuous transfer of the risks and rewards of ownership of the works in progress as the building work progresses.
The degree of progress of works can be determined in various ways. ATENOR GROUP uses the method that reliably measures the works executed. The methods selected may include, according to the type of contract:
c) the progress, in physical terms, of part of the works of the contract.
The progress of the payments and advances received from customers does not necessarily reflect the works executed.
The company's taxes are based on the profit and loss for the year and include the taxes for the year and the deferred taxes. They are taken up in the profit and loss account, except if they concern elements directly taken up in the equity funds, in which case they are entered directly in the equity funds.
The tax for the financial year is the amount of tax to be paid based on the taxable profit for the financial year, as well as any corrections concerning previous years. It is calculated based on the local tax rate that is applicable at the closing date.
Deferred taxes are recognised on all taxable or deductible time differences, except the initial booking
In the event of an acquisition of (real-estate) assets that does not constitute a «business combination» (2.4 above), no deferred tax is recognized and the asset is recognized at its fair value plus the price difference part if any.
The time differences are the differences between an asset's book value or of a balance sheet liability and its tax base.
A deferred tax liability must be booked for all the taxable time differences. A deferred tax asset must be booked for all the deductible time differences insofar as it is probable that a taxable benefit, on which these deductible time differences may be assigned, will be available.
Deferred tax assets concerning deferrals of tax losses and tax credits are not recognised insofar as there are convincing indications that future taxable benefits will be available to use these tax assets. On each closing date, ATENOR GROUP reconsiders the deferred tax assets, whether recognized or not, on the basis of the future profitability indications of the companies concerned.
The deferred tax is calculated at the applicable tax rate.
Benefits after employment include pensions and other benefits connected with retirement, as well as life insurance and medical care after employment. The benefits are taken up either in the plans at fixed contributions, or in the pension plans at fixed benefits.
The contributions of the plans at fixed contributions are covered in the profit and loss account at the time when they are due. For the pension plans at fixed benefits, the amount booked in the accounts at the date of the balance
ATENOR GROUP's activities consist in the realisation of real estate developments, either directly or through subsidiaries.
ATENOR GROUP is faced with risks and uncertainties inherent in this activity and, in particular, the changes in international economic trends and the markets in which the buildings are constructed, and the changes in the financial markets fundamentals, such as interest rates and the volume of funds intended for investment.
The Board of Directors is attentive to the analysis and management of the various risks and uncertainties to which ATENOR GROUP and its subsidiaries are subject.
The economic situation influences on the one hand the confidence of investors, candidate buyers for the real estate projects that ATENOR GROUP and its subsidiaries (the "Group") are developing, and on the other hand the confidence of companies in the private sector and actors in the public sector that are candidate tenants for these same properties.
However, the real estate promotion sector presents a time gap in comparison with the economic cycle of industries and services. For more than 20 years, ATENOR GROUP has been demonstrating its ability to anticipate its decisions regarding investments, launching or disinvestment in such a way as to reduce the impact or, as need be, to take advantage of a given economic situation.
The forecasts available currently concerning the countries in which ATENOR GROUP has invested have been taken into account in the forecasts of results; if the economic situation of these countries should deteriorate beyond the given forecasts, the forecasts for ATENOR GROUP's results would have to be revised downward as a consequence.
Before every project acquisition, ATENOR GROUP conducts urban planning, technical, environmental and financial feasibility studies, most often in association with specialised external advisers.
In spite of all the precautions taken, unexpected problems connected with external factors (delays while awaiting decisions of the administrative authorities, new regulations, especially on the subject of soil pollution or energy performance, bureaucracy, environmental protection, etc.) and undetected risks can appear suddenly in projects developed by the Group, leading to delays in delivery and budget overruns.
ATENOR GROUP remains, in addition, reliant on the evolution of local markets whose supply of offices or residential units could quickly exceed the demand, leading to a risk of a reduction in rents.
The location of projects in strategic spots in capitals chosen by ATENOR GROUP constitutes an important criterion in its strategy. In spite of everything, these choices remain a risk that ATENOR GROUP endeavours to anticipate and control.
The complexity of the projects, the application of the regulations, the multiplicity of the participants, the necessity of obtaining permits, of searching for and finding tenants and finally, investor buyers constitute activities and risks which the promoter is confronted with. To handle these specific risks, over many years ATENOR GROUP has established systems of control and has employees who are experienced in the development of offices and residential units.
The Group is obliged to comply with numerous rules concerning urban planning. It can happen that these urban planning rules are revised by the political and/or administrative authorities after ATENOR GROUP has acquired a plot. Land allocation on the scale authorised could thus be subject to major changes in comparison with the expectations of ATENOR GROUP. The modifications that these new rules lead to could require the Group's employees and the specialised external advisers to adapt the projects and to limit the impact that these new situations lead to.
Given the complexity of certain local, regional or national regulations, and in particular the process leading to obtaining building permits, there may be delays in the implementation and the start-up of a project. ATENOR GROUP has long experience in these processes and remains, nonetheless, vigilant regarding the technical and financial consequences of these situations.
The real estate projects of the Group and its subsidiaries could be exposed to risks of flooding, fire, or explosion causing their destruction or their deterioration. The Group and all its subsidiaries cover these risks to the extent possible by taking out insurance policies appropriate to the individual situation of each of the projects. The Group's employees take care to have the regulations in force complied with and ensure in the contracts concluded with all the subcontractors that they apply the mandatory safety measures.
In the event of concluding a lease, depending on the circumstances, a "loss of revenue" insurance policy could be taken out by the Group or the subsidiary concerned with the project.
ATENOR GROUP takes care to enter into leases with top-quality tenants. There is nonetheless a third-party counterpart risk, the tenant, if it defaults.
The Group and its subsidiaries producing real estate developments in Belgium, the Grand Duchy of Luxembourg, Romania and Hungary are exposed to risks connected with amendments to the laws relating to direct and indirect taxes in these countries. For VAT, this risk remains limited, however, by the application of the European directives in all the countries cited.
This risk is aimed primarily at the buyers of the projects developed by the Group. In spite of the extreme precautions taken by ATENOR GROUP in the choice of investors that are candidates for buying a project, and in spite of the attention paid to the reputation and the solvency of these potential buyers, there is a risk of default of the counterparts and in the event of an unexpected occurrence, ATENOR GROUP's results could be affected.
sheet is determined as being the updated value of the obligation concerning the fixed benefits, according to the projected unit credit method. The updated version of the defined benefit obligation is determined by updating the future cash flows, estimated on the basis of high-quality corporate bonds denominated in the currency in which the benefit must be paid and whose due dates are near to those of the corresponding liabilities for the pension scheme.
The re-evaluation includes the actuarial gains and losses (where applicable) and the yield of the plan's assets (before interest) which are immediately entered in the statement of financial position, recording a debit or credit in the other items of the overall result for the period in which they occur. The re-evaluation booked in the «Other overall result» heading is not reclassified in results.
The past service cost is booked in the result for the period in which the plan was modified. The net interest is booked in result and calculated by applying the update rate to the liabilities or assets for the defined services.
The Group has issued several plans for remuneration connected with the company's securities and for which the payment is made in the form of the company's shares.
In general, for payments in shares to which IFRS 2 is applicable, the fair value of benefits of beneficiaries received in exchange for the allocation of options is recognised as a charge. The total amount to be attributed in charges linearly over the period of acquisition of rights is determined in reference to the fair value of the options allocated.
The fair value of the options is measured at the date of allocation, taking into account the market parameters as well as hypotheses concerning the number of options that should be exercised. Each year, on the date the balance sheet closes, the Group will review its estimations as to the number of options that should be exercised. The impact of the revision of the initial estimations is booked in the income statement and the equity is corrected as a consequence over the remaining acquisition period of the rights. The income, net of directly attributable transaction costs, is attributed in addition to the registered capital and to the issuing bonus when the options are exercised. When the options reach maturity (without being exercised), the own funds will be corrected without any impact on the result. The simple extension of the period for the exercise of options without change in the duration of acquisition of the rights does not modify the initial booking of the plan in the accounts.
The other payments made to the staff and based on the shares, in particular the transfer of own shares with a discount, are also registered in the equity accounts in application of IFRS 2 and booked as costs over the vesting period.
To value the assets and liabilities that appear in the consolidated financial statements, the Group must necessarily make certain estimates and use its judgement in certain areas. The estimates and hypotheses used are determined on the basis of the best information available at the time of the closure of the financial statements. Nevertheless, by definition the estimates rarely correspond to actual fulfilments, so that the accounting valuations that result inevitably contain a certain degree of uncertainty. The estimates and hypotheses that could have a significant impact on the valuation of the assets and liabilities are commented below.
| 2013 | 2012 |
|---|---|
| 110,133 | 45,943 |
| 109,997 | 45,452 |
| 136 | 491 |
| 2,659 | 3,801 |
| 9 | 936 |
| 2,236 | 2,865 |
| 414 | $\bigcap$ |
| $-88,949$ | $-40,990$ |
| 23.843 | 8.754 |
| In thousands of EUR | Notes | 2013 | 2012 |
|---|---|---|---|
| Revenue | 110,133 | 45,943 | |
| Other operating income | 2,659 | 3,801 | |
| Purchases and changes in inventories | -65,564 | -23,184 | |
| Employee expenses | -1,684 | -2,993 | |
| Depreciation and impairments | -219 | 432 | |
| Other operating expenses | -21,482 | -15,245 | |
| Result from operating activities EBIT | 23,843 | 8,754 | |
| Net interests | -5,226 | -3,120 | |
| Result of investments consolidated by the equity method | -323 | -568 | |
| Income taxes | -6,266 | 4,424 | |
| Profit (Loss) after tax | 12,028 | 9,490 | |
| Attributable to minority interest | 0 | 1 | |
| Net result (Group Share) | 12,028 | 9,489 | |
| EBITDA | (1) | 24,062 | 8,322 |
| Current cash flow | (2) | 12,263 | 7,980 |
| Assets | 376,709 | 394,786 | |
| of which investments consolidated by the equity method | 10,361 | 10,085 | |
| Liabilities | 271,923 | 296,043 |
(1) EBIT + depreciation and impairments
(2) Net result + depreciation, provision and amortization + impairments on discontinued operations
The activities of ATENOR GROUP form one single sector (Real Estate), within which the real estate development and promotion projects are not differentiated by nature or by geographic area.
The primary segmentation (Real Estate) reflects the organisation of the Group's business and the internal reporting supplied by the Management to the Board of Directors and to the Audit Committee. There is no secondary segment.
See Note 1 (Main accounting methods – Paragraph 2.11). The activity report of ATENOR GROUP supplies information on the acquisitions and transfers that have occurred during the financial year.
It comes primarily from three projects in development, i.e. the apartments of the Tour and those of the Terrace-buildings of the UP-site project (63.63 million euro), the TREBEL project (43.64 million euro) and the Port du Bon Dieu project in Namur (2.49 million euro). The latter two largely explain the 64.54 million euro rise compared to 2012.
As reminder: the 2012 turnover (45.94 million euro) mainly came from the transfers related to the UP-site project i.e. the sale of three office blocks to the Ethias Group, to Unizo and to PMV respectively and the sale of 83 apartments with notarial deed and promise to sell.
The operating result stands at 23.84 euro, mainly influenced by the sale, during the first semester, of block B2 of UP-site to PMV and the sale of the apartments of the Tour and of the Terrace-buildings; the TREBEL project also contributes to the operating result following progress of works (38.48%) and the first 22 notarial deeds and provisional agreements relating to the Port du Bon Dieu project; finally, the indemnities received for the City Docks project in Anderlecht provide an additional operating result.
| In thousands of EUR | 2013 | 2012 |
|---|---|---|
| Total of the ordinary revenue | 110,133 | 45,943 |
| of which turnover | 109,997 | 45,452 |
| of which investment property rental income | 136 | 491 |
| Total of the other operating income | 2,659 | 3,801 |
| of which gain (loss) on disposals of financial assets | 9 | 936 |
| of which other operating income | 2,236 | 2,865 |
| of which gain (loss) on disposals of non-financial assets | 414 | 0 |
| Total of the operating charges | -88,949 | -40,990 |
| Result of operating activities | 23,843 | 8,754 |
| The turnover amounted to 110,00 million euro as at 31 December 2013. | The operating result stands at 23.84 euro, mainly influenced by the sale, | |
Operating charges – see notes 5 and 6.
We note that personnel charges of 2012 were still influenced up to 1.31 million euro by the collective dismissal cost of the personnel of the CROWNE PLAZA hotel following the hotel's closure on 23 December 2011. Apart from restructuring charges, the personnel costs 2013 are stable compared to 2012.
| In thousands of EUR | 2013 | 2012 |
|---|---|---|
| Wages and salaries | -1,273 | -2,152 |
| Social security contributions | -301 | -611 |
| Other personnel charges | -110 | -230 |
| Total personnel charges | -1,684 | -2,993 |
| Employment in full-time equivalents | ||
| Total employment at the end of the accounting year | 17.3 | 16.2 |
"Services and other goods" concern mainly fees and services connected with the real estate projects, which are capitalised in "stock" for 28.33 million euro via the account "Changes in inventories of finished goods and work in progress" against 28.91 million euro in 2012 (see also the "Consolidated income statement").
The increase of the «other operating charges» in 2013 (+ 6.24 million euro) is mainly explained by
(a) TREBEL project's urban planning charges (1.4 million euro),
(b) the registration fees paid on the purchase of the Connectimmo plot (1.4 million euro) and
(c) more significant charges for the development of the Luxembourg, Romania and Mons projects (1.4 million euro).
In 2012, the other operating costs recorded the reversal of the restructuring provision (+1.35 million euro) constituted following the closing of the BRUSSELS EUROPA hotel.
| In thousands of EUR | 2013 | 2012 |
|---|---|---|
| Services and other goods | -16,260 | -14,059 |
| Provisions (increase/amounts written back) | -17 | 1,076 |
| Other operating charges | -5,246 | -2,305 |
| Loss (exchange costs) | 41 | 43 |
| Total | -21,482 | -15,245 |
In 2013, the net financial costs amounted to 5.23 million euro, compared to 3.12 million euro in 2012.
This financial result is explained on the one hand by the recording of the net interests connected with the two bond issues (7.73 million euro), the financing of ATENOR GROUP via CP and MTN (1.57 million euro) and the debt of Brussels Europa (0.15 million euro) and, on the other hand, by the activation of financial charges (IAS 23) related to the UP-site project (3.54 million euro), the Port du Bon Dieu project (0.48 million euro) and the obtaining of the permit for La Sucrerie (Ath) (0.06 million Euro – permit delivered on 3 May 2013) and Au Fil des Grands Prés (Mons) (0.04 million euro – permit delivered on 24 June 2013).
See also "Consolidated cash flow statement".
| In thousands of EUR | 2013 | 2012 |
|---|---|---|
| Interest expenses | -5,913 | -3,947 |
| Other financial expenses | -571 | -368 |
| Interest income | 1,257 | 1,194 |
| Other financial income | 1 | 1 |
| Total financial results | -5,226 | -3,120 |
In 2013, the consolidated accounts of ATENOR GROUP record deferred taxes for a total of -4.55 million euro compared with 5.12 million euro in 2012. This amount includes:
the net impact of -2.83 million euro on the deferred tax assets of ATENOR GROUP SA taking into account, first, the results of the sales of the UP-site and Trebel project and, second recoverable, tax losses on 31 December 2013;
the booking of the deferred assets and liabilities for -2.05 million euro on BUILD UP taking into account the forecast results of the UP-site project;
deferred tax assets and liabilities for the year (0.33 million euro).
The group has invested through its subsidiaries I.P.I. and ALCO BUILDING, in two audiovisual works and benefited from the tax advantage related to the "Tax Shelter".
| In thousands of EUR | 2013 | 2012 |
|---|---|---|
| I. Income tax expense / Income - current and deferred | ||
| Income tax expense/income - current | ||
| Current period tax expense | -1,661 | -691 |
| Adjustments to tax expense/income of prior periods | -51 | -5 |
| Total current tax expense, net | -1,712 | -696 |
| Income tax expense/income - deferred | ||
| Related to the current period | -11,962 | -4,232 |
| Related to prior exercises (tax losses) | 7,408 | 9,352 |
| Total deferred tax expense | -4,554 | 5,120 |
| Total current and deferred tax expense | -6,266 | 4,424 |
| II. Reconciliation of statutory tax to effective tax Profit before taxes |
18,294 | 5,066 |
| Statutory tax rate | 33.99% | 33.99% |
| Tax expense using statutory rate | -6,218 | -1,722 |
| Adjustments to | ||
| - current tax of prior periods / surcharges / foreign taxes | -324 | -23 |
| - non-taxable revenues | 121 | 751 |
| - non-tax deductible expenses | -406 | -337 |
| - recognising deferred taxes on previously unrecognised tax losses | 620 | 1,383 |
| - on deferred tax assets and deferred taxes liabilities - tax computed on other basis |
718 -207 |
5,005 -167 |
| - losses for the year | -148 | -643 |
| - new taxes (fairness tax) | -391 | 0 |
| - Other adjustments | -31 | 177 |
| Tax expense using effective rate | -6,266 | 4,424 |
| Profit before taxes | 18,294 | 5,066 |
| Effective tax rate | n.a. | n.a. |
Adjustments to
The result per share is obtained by dividing the "Group share" result by the number of shares in circulation as at 31 December 2013 (5,251,918 shares).
The gross dividend proposed at the Annual General Meeting of 25 April 2014 will amount to 2.00 euro and will be paid as from 28 May 2014. The withholding tax amounts to 25%.
At the same Meeting a proposal will be presented to the shareholders of ATENOR GROUP to offer, by way of an optional dividend, the possibility of contributing their receivable that results from the distribution of the dividend to the capital of ATENOR GROUP.
Within the framework of this optional dividend, the shareholders will have the choice between:
The conditions and procedures of this operation are described in the Information Note available on the ATENOR GROUP's website.
Subject to the approval of the dividend by the General Meeting, the shareholders will be invited to communicate to their financial institution their choice between the three methods of payment (described above) between Monday 5 May 2014 and Wednesday 21 May 2014 (16.00 CET) inclusive. Failing to communicate their choice during this period, the shareholders will receive the payment of their dividend in cash.
The results of this offer will be communicated on Thursday 22 May 2014 (after the Stock Market closes). The new shares will be listed and negotiated on 28 May 2014.
It should also be noted that as from 1 January 2013, the government has harmonised the withholding tax at 25% and thus eliminated the tax benefit attached to the holding of VVPR strips.
The difference between these two amounts is explained by the success of the optional dividend chosen by the majority of shareholders (76%) who contributed their receivable dividend to the capital increase executed on 28 May 2013.
Reminder : final gross dividend per share for 2010 to 2012: 2.00 euro, for 2007 to 2009: 2.60 euro, and for 2006: 1.30 euro.
| Number of shares issued at 31.12.2013 | 5,251,918 |
|---|---|
| Own shares that do not benefit from the dividend (*) | 7,583 |
| Number of shares benefitting from the dividend | 5,244,335 |
| Basic earnings per share (in euros) | 2.29 |
| Profit per share (in euros) | 2.29 |
| Amount of dividends distributed after the closing date (in thousands of euros) | 10,489 |
| Gross dividend per share (in euro) | 2.00 |
(*) Subject to the approval of the General Meeting
| In thousands of EUR | 2013 | 2012 |
|---|---|---|
| Dividends on ordinary shares declared and paid during the period: | -3,983 | -9,877 |
| Ordinary shares |
|---|
Number of shares on 31.12.2012 5,038,411 Number of shares issued after the increase of capital (on 28.05.2013) benefitting from a 2013 dividend 205,924 Number of shares on 31.12.2013, issued and fully paid 5,251,918 Own shares which do not benefit from the dividend (suspended right) (1) 7,583 Total of issued shares benefitting from 2013 dividend (1) 5,244,335
On 31 December 2013, the structure of shareholding is as follows:
(1) Signatories of the Shareholders' Agreement. (2) Managing Director, company controlled by Mr Stéphan Sonneville.
In compliance with article 74 of the law of 1 April 2007, these shareholders have communicated to the company that they held as a joined holding, at the date of entry into effect of the aforementioned law, more than 30% of the securities with voting rights.
(1) Subject to approval by the general shareholders meeting of the allocation of income attributing a gross dividend of 2.00 euro per share for only those shares whose dividend rights are not suspended.
| Number of shares |
Holdings In % |
of which shares forming part of the joined shareholding |
|---|---|---|
| TRIS n.v. (1) | 638,484 | 12.16 | 604,880 |
|---|---|---|---|
| SOFINIM n.v. (1) | 625,817 | 11.92 | 592,880 |
| Luxempart s.a. (1) | 552,582 | 10.52 | 505,000 |
| ALVA s.a. (1) | 532,928 | 10.15 | 504,880 |
| Stéphan Sonneville s.a. (1) (2) | 227,159 | 4.33 | 150,500 |
| Sub-total | 2,576,970 | 49.07 | 2,358,140 |
| Own shares | 7,583 | 0.14 | |
| Treasury shares | 150,000 | 2.86 | |
| Public | 2,517,365 | 47.93 | |
| Total | 5,251,918 | 100.00 | |
| Movements in own shares | Amount (in thousands of EUR) |
Number of own shares |
|---|---|---|
| On 01.01.2013 (average price : € 40,45 per share) | 6,375 | 157,583 |
| Movements during the period: | ||
| - acquisitions | 0 | 0 |
| - sales | 0 | 0 |
| On 31.12.2013 (average price : € 40.45 per share) (1) | 6,375 | 157,583 |
(1) ATENOR GROUP issued on 5 August 2013 a stock option plan (SOP 2013) concerning a subsidiary called ATENOR GROUP INVESTMENTS (AGI). This subsidiary acquired from ATENOR GROUP s.a.150,000 own shares.
In accordance with the decision taken by the Remuneration Committee of 13 December 2006 ratified by the Board of Directors on 31 May 2007, ATENOR GROUP, on 3 August 2007, issued a total of 50,000 options on its own shares to various members of the Management and the Staff. The exercise price was set at 42.35 euro which corresponds to the average closing price of the quotes of the 30 days preceding the issue. These options were exercisable during the period from 26 March 2012 to 20 April 2012.
In accordance with the decision taken by the Remuneration Committee of 18 December 2007 ratified by the Board of Directors on 3 March 2008, ATENOR GROUP, on 5 May 2008, issued a total of 51,700 options on its own shares to various members of the Management and the Staff. The exercise price was set at 39.17 euro which corresponds to the average closing price of the quotes of the 30 days preceding the issue. These options were exercisable during the periods from 26 March 2012 to 20 April 2012 and from 1 October 2012 to 31 October 2012.
The Board of Directors of 29 May 2009 decided, in conformity with the legislation in effect, to grant an extension of five years to the beneficiaries of the SOP's 2007 and 2008, extending the period for exercising the rights (without extension of the period of acquisition of rights) respectively to 22 April 2017 and to 31 October 2017.
In accordance with the decision taken by the Remuneration Committee of 17 December 2008 ratified by the Board of Directors on 3 March 2009, ATENOR GROUP issued on 20 January 2009 a total of 50,600 options on its own shares to various members of the Management and Staff. The exercise price was set
at 37.83 euro which corresponds to the average closing price of the quotes of the 30 days preceding the issue. These options were exercisable during the periods from 11 March to 11 April 2013 and from 2 to 30 September 2013.
The Board of Directors of 3 March 2009 approved a new Stock Option Plan for three years.
Therefore as at 2 February 2010 ATENOR GROUP issued a first tranche of 50,000 options on own shares intended for members of the Management and the Staff. These options can be exercised during the periods from 11 March to 11 April 2014 and from 2 to 30 September 2014 at the unit price of 36.18 euro, i.e. the average closing price of the quotes of the 30 days preceding the issue date.
On 1st February 2011, ATENOR GROUP issued a second tranche of 53,200 options on own shares intended for members of the Management and the Staff. These options can be exercised during the periods from 10 March to 10 April 2015 and from 2 to 30 September 2015 at the unit price of 33.40 euro, i.e. the average closing price of the quotes of the 30 days preceding the issue date.
On 13 January 2012, ATENOR GROUP issued a third tranche of 50,000 options on own shares intended for members of the Management and the Staff. These options can be exercised during the periods from 10 March to 10 April 2016 and from 2 to 30 September 2016 at the unit price of 23.46 euro, i.e. the average closing price of the quotes of the 30 days preceeding the issue date.
On 31 December 2013 equity amounts to 104.79 million euro, and balance sheet total to 376.71 million euro.
As an independent developer of real estate projects, ATENOR GROUP is not subject to any capital requirements. ATENOR GROUP hopes to maintain a reasonable ratio between the invested capital and the balance sheet total. The Management, among other things, sees to ATENOR GROUP's policy aims at maintaining a healthy balance sheet structure. Note 21 provides more detailed information on the Group's indebtedness policy.
regularly inform the Board of Directors and the Audit Committee of the development of the balance sheet and its components in such a way as to control the group's net indebtedness.
See also Note 23 (Employee benefits).
| Attribution in Exercise price |
2014 € 9.32 |
2013 € 6.00 |
|---|---|---|
| Number of options on 31.12.2013 | 37,500 | 30,060 |
| Exercise periods | 13 to 31.03.2017 | 14.03 to 01.04.2016 |
| 12 to 31.03.2018 | 13 to 31.03.2017 | |
| 11 to 31.03.2019 | 12 to 30.03.2018 | |
| Expiry dates | 31.03.2019 | 30.03.2018 |
The number of options of the SOP 2007 to 2012 are part of an option plan concerning a total of 300,000 existing shares.
On 5 August 2013, ATENOR GROUP issued an option plan (SOP 2013) of a subsidiary, ATENOR GROUP INVESTMENTS (AGI).
This subsidiary acquired 150,000 own shares from Atenor Group at an average price of 31.90 euro (weighted average of the 3 months prior to the acquisition), constituting its sole assets. The options on this subsidiary are issued for ATENOR GROUP Management, staff and service providers. A first tranche of 30,060 options on AGI shares has been accepted and materialises this SOP 2013.
It will be exercisable during the three following periods from 14 March to 1 April 2016, from 13 March to 31 March 2017 and from 12 March to 30 March 2018 at the unit price of 6.00 euro.
A second tranche of 37,500 options on AGI shares was issued on 3 February 2014. Their price of exercise was fixed, on favourable opinion of the AGI auditor, at 9.32 euro per option, corresponding to their inventory value per AGI share on 31 January 2014, after re-evaluation of the ATENOR GROUP share portfolio at 35.46 euro per share, corresponding to the average of the 20 last closing prices. These options will be exercisable during the three following periods: from 13 March to 31 March 2017, from 12 March to 31 March 2018 and from 11 March to 31 March 2019.
Comprehensive details of the "current stock options" are listed below.
| Attribution in | 2012 | 2011 | 2010 | 2008 | 2007 |
|---|---|---|---|---|---|
| Exercise price | € 23.46 | € 33.40 | € 36.18 | € 39.17 | € 42.35 |
| Number of options on 31.12.2013 |
49,000 | 50,800 | 46,300 | 51,100 | 47,800 |
| Exercise periods | 10.03 to 08.04.2016 02 to 30.09.2016 |
10.03 to 10.04.2015 02 to 30.09.2015 |
11.03 to 11.04.2014 02 to 30.09.2014 |
01 to 31.10.2014 26.03 to 20.04.2015 01 to 31.10.2015 26.03 to 20.04.2016 01 to 31.10.2016 26.03 to 20.04.2017 01 to 31.10.2017 |
01 to 31.10.2014 28.03 to 22.04.2015 01 to 31.10.2015 28.03 to 22.04.2016 01 to 31.10.2016 28.03 to 22.04.2017 |
| Expiry dates | 30.09.2016 | 30.09.2015 | 30.09.2014 | 31.10.2017 | 22.04.2017 |
| 2012 | |||
|---|---|---|---|
| In thousands of EUR | Goodwill | Software | Total |
| Movements in goodwills and other intangible assets | |||
| Gross book value as at 01.01.2012 | 11,542 | 140 | 11,682 |
| Cumulated depreciations as at 01.01.2012 | -1,744 | -108 | -1,852 |
| Cumulated losses of value as at 01.01.2012 | -4,460 | -4,460 | |
| Goodwills and other intangible assets, beginning balance | 5,338 | 32 | 5,370 |
| Investments | 27 | 27 | |
| Retirements and disposals (-) | -670 | -670 | |
| Depreciations (-) | -24 | -24 | |
| Impairment (loss) reversal recognised in income | |||
| Foreign currency exchange increase (decrease) | 207 | 207 | |
| Other increase (decrease) | |||
| Goodwills and other intangible assets, ending balance | 4,875 | 35 | 4,910 |
| Gross book value as at 31.12.2012 | 11,079 | 135 | 11,214 |
| Cumulated depreciations as at 31.12.2012 | -1,744 | -100 | -1,844 |
| Cumulated losses of value as at 31.12.2012 | -4,460 | -4,460 | |
| Goodwills and other intangible assets, ending balance | 4,875 | 35 | 4,910 |
| Movements in goodwills and other intangible assets | |||
|---|---|---|---|
| Gross book value as at 01.01.2012 | 11,542 | 140 | 11,682 |
| Cumulated depreciations as at 01.01.2012 | -1,744 | -108 | -1,852 |
| Cumulated losses of value as at 01.01.2012 | -4,460 | -4,460 | |
| Goodwills and other intangible assets, beginning balance | 5,338 | 32 | 5,370 |
| Investments | 27 | 27 | |
| Retirements and disposals (-) | -670 | -670 | |
| Depreciations (-) | -24 | -24 | |
| Impairment (loss) reversal recognised in income | |||
| Foreign currency exchange increase (decrease) | 207 | 207 | |
| Other increase (decrease) | |||
| Goodwills and other intangible assets, ending balance | 4,875 | 35 | 4,910 |
| Gross book value as at 31.12.2012 | 11,079 | 135 | 11,214 |
| Cumulated depreciations as at 31.12.2012 | -1,744 | -100 | -1,844 |
| Cumulated losses of value as at 31.12.2012 | -4,460 | -4,460 | |
| Goodwills and other intangible assets, ending balance | 4,875 | 35 | 4,910 |
| 2013 | |||
|---|---|---|---|
| In thousands of EUR | Goodwill | Software | Total |
| Movements in goodwills and other intangible assets | |||
| Gross book value as at 01.01.2013 | 11,079 | 135 | 11,214 |
| Cumulated depreciations as at 01.01.2013 | -1,744 | -100 | -1,844 |
| Cumulated losses of value as at 01.01.2013 | -4,460 | -4,460 | |
| Goodwills and other intangible assets, beginning balance | 4,875 | 35 | 4,910 |
| Investments | 12 | 12 | |
| Retirements and disposals (-) | -314 | -314 | |
| Depreciations (-) | -22 | -22 | |
| Impairment (loss) reversal recognised in income | |||
| Foreign currency exchange increase (decrease) | -63 | -63 | |
| Other increase (decrease) | |||
| Goodwills and other intangible assets, ending balance | 4,498 | 25 | 4,523 |
| Gross book value as at 31.12.2013 | 10,702 | 147 | 10,849 |
| Cumulated depreciations as at 31.12.2013 | -1,744 | -122 | -1,866 |
| Cumulated losses of value as at 31.12.2013 | -4,460 | -4,460 | |
| Goodwills and other intangible assets, ending balance | 4,498 | 25 | 4,523 |
For each project, the company estimates the recoverable value of the assets or group of assets concerned (including the goodwill), i.e. here the «fair value less the sale costs». The loss of value test on these goodwill items consists in checking, through feasibility studies, that the recoverable value of the assets or groups of assets concerned is above their accounting value. All the feasibility calculation hypotheses are periodically reviewed by Management and submitted to the Audit Committee and to the Board of Directors. Drawn up on the basis of the Group's best current knowledge, feasibility studies lead ATENOR GROUP to consider that the forecasts for these projects should enable it to cover at least the value invested in the assets or groups of assets concerned.
Two real estate projects are concerned by the goodwills that figure in the balance sheet (4.50 million euro), i.e. the UP-site project in Brussels (1.31 million euro) and the Vàci Greens project in Budapest (3.19 million euro). These goodwills concern the acquisitions of entities (treated at the time as a joint venture in the sense of IFRS 3) whose unique activity is the development of their real estate assets. The residual value of these goodwills will thus necessarily be covered via and jointly with the sale of real estate projects booked and maintained in inventories.
During FY 2013, 65 apartments of the tower and 58 apartments of the terrace-buildings of the Up-site project were disposed of, leading to a reduction in the goodwill shares assigned to the emphyteusis of the units sold (-0.31 million euro).
| In thousands of EUR | Construc tions in progress |
Land and buildings |
Plant and equipment |
Motor vehicles |
Fixtures and fittings |
Other property, plant and equipment |
Total |
|---|---|---|---|---|---|---|---|
| 2013 | |||||||
| Movements in property, plant and equipment | |||||||
| Gross book value as at 01.01.2013 | 271 | 2,701 | 463 | 3,435 | |||
| Cumulated depreciations as at 01.01.2013 | -216 | -2,572 | -285 | -3,073 | |||
| Cumulated losses of value as at 01.01.2013 | |||||||
| Property, plant and equipment, beginning balance |
0 | 0 | 0 | 55 | 129 | 178 | 362 |
| Changes in scope of consolidation | |||||||
| Investments | 72 | 4 | 43 | 10 | 129 | ||
| Acquisitions through business combinations | |||||||
| Disposals (-) | |||||||
| Reclassifications (to) from other items | |||||||
| Reclassifications from/to the "Inventories" | |||||||
| Disposals through business disposal (-) | |||||||
| Depreciation expense (-) | -9 | -28 | -61 | -52 | -150 | ||
| Foreign currency exchange increase (decrease) | |||||||
| Adjustments | |||||||
| Adjustments written back | |||||||
| Other increase (decrease) | |||||||
| Property, plant and equipment, ending balance | 0 | 0 | 63 | 31 | 111 | 136 | 341 |
| Gross book value as at 31.12.2013 | 72 | 275 | 2,744 | 473 | 3,564 | ||
| Cumulated depreciations as at 31.12.2013 | -9 | -244 | -2,633 | -337 | -3,223 | ||
| Cumulated losses of value as at 31.12.2013 | |||||||
| Property, plant and equipment, ending balance | 0 | 0 | 63 | 31 | 111 | 136 | 341 |
| In thousands of EUR | Construc tions in progress |
Land and buildings |
Plant and equipment |
Motor vehicles |
Fixtures and fittings |
Other property, plant and equipment |
Total |
|---|---|---|---|---|---|---|---|
| 2012 | |||||||
| Movements in property, plant and equipment | |||||||
| Gross book value as at 01.01.2012 | 256 | 2,786 | 453 | 3,495 | |||
| Cumulated depreciations as at 01.01.2012 | -189 | -2,640 | -233 | -3,062 | |||
| Cumulated losses of value as at 01.01.2012 | |||||||
| Property, plant and equipment, beginning balance |
0 | 0 | 0 | 67 | 146 | 220 | 433 |
| Changes in scope of consolidation | |||||||
| Investments | 15 | 62 | 10 | 87 | |||
| Acquisitions through business combinations | |||||||
| Disposals (-) | |||||||
| Reclassifications (to) from other items | |||||||
| Reclassifications from/to the "Inventories" | |||||||
| Disposals through business disposal (-) | |||||||
| Depreciation expense (-) | -27 | -79 | -51 | -157 | |||
| Foreign currency exchange increase (decrease) | -1 | -1 | |||||
| Adjustments | |||||||
| Adjustments written back | |||||||
| Other increase (decrease) | |||||||
| Property, plant and equipment, ending balance | 0 | 0 | 0 | 55 | 129 | 178 | 362 |
| Gross book value as at 31.12.2012 | 271 | 2,701 | 463 | 3,435 | |||
| Cumulated depreciations as at 31.12.2012 | -216 | -2,572 | -285 | -3,073 | |||
| Cumulated losses of value as at 31.12.2012 | |||||||
| Property, plant and equipment, ending balance | 0 | 0 | 0 | 55 | 129 | 178 | 362 |
The "fixed assets" total 0.34 million euro on 31 December 2013. It includes only the furniture and motor vehicles of the group as well as the fixtures and fittings of the rented buildings, the fittings added to the buildings leased and the sales office built on the Port du Bon Dieu site.
| period | ||||
|---|---|---|---|---|
| 2013 key figures from statutory financial statements | ||||
| IMMOANGE, share of the group : 50% | 32,030 | 4,373 | 27,657 | -1,206 |
| VICTOR PROPERTIES, share of the group : 50% | 1,187 | 204 | 983 | -21 |
| SOUTH CITY HOTEL share of the group : 40% | 18,526 | 836 | 17,690 | -185 |
| In thousands of EUR | 2013 | 2012 | In thousands of EUR | Amounts due to related parties |
Amounts due to the group from related parties |
In thousands of EUR | 2013 | |
|---|---|---|---|---|---|---|---|---|
| Investments | IMMOANGE | Movements in assets held for sale | ||||||
| At the end of the preceding period | 10,085 | 8,300 | share of the group : 50% | - | 13,781 | Gross book value as at 01.01.2013 | ||
| Movements during the period | 276 | 1,785 | VICTOR PROPERTIES share of the group : 50% |
- | 490 | Cumulated losses of value as at 01.01.2013 | ||
| SOUTH CITY HOTEL | Assets held for sale, beginning balance | |||||||
| At the end of the period | 10,361 | 10,085 | share of the group : 40% | - | 2,960 | Investments | ||
| Later expenses | ||||||||
| Disposals | ||||||||
| Losses / recoveries of value | ||||||||
| In thousands of EUR | Balance sheet total |
Equity | Debts | Result at the end of the period |
Foreign currency exchange increase (decrease) Transfers from "Investment property" to "Assets held for sale" |
|||
| Assets held for sale, closing balance | ||||||||
| 2013 key figures from statutory financial statements | Gross book value as at 31.12.2013 | |||||||
| IMMOANGE, share of the group : 50% | 32,030 | 4,373 | 27,657 | -1,206 | Cumulated losses of value as at 31.12.2013 | |||
| VICTOR PROPERTIES, share of the group : 50% | 1,187 | 204 | 983 | -21 | Assets held for sale, closing balance | |||
| SOUTH CITY HOTEL share of the group : 40% | 18,526 | 836 | 17,690 | -185 | ||||
| and VICTOR PROPERTIES (50%) making up part of the Victor project are | three companies consolidated by the equity method. | Republic) during thecurrent year for a price of 1.70 million euro and the | ||||||
| Note 16 - Inventories | ||||||||
| The total amount of the remuneration allocated to the financial year 2013 amounts to 526,761 euro and can be broken down as follows (company cost): |
||||||||
| - basic remuneration (excluding VAT): 460,000 euro | Net amounts | |||||||
| - variable remuneration: 66,761 euro | ||||||||
| The investments consolidated by the equity method are companies of which Atenor holds up to 50%, which are subject to joint control. As at 31 December 2013, SOUTH CITY HOTEL (40%), IMMOANGE (50%) Note 14 - Related parties Relations between the parent company and its subsidiaries The relations between ATENOR GROUP s.a. and its subsidiaries are detailed in Note 27 relating to the structure of the Group. Please refer also to Note 13 concerning the investments consolidated by the equity method. |
- other advantages: not applicable. | - pension: There were no contributions for a pension plan | ||||||
| Relations with the principal directors The remuneration received directly or indirectly by the CEO (Stéphan |
| In thousands of EUR | 2012 | ||
|---|---|---|---|
| Movements in assets held for sale | Movements in assets held for sale | ||
| Gross book value as at 01.01.2013 | 3,036 | Gross book value as at 01.01.2013 | 2,958 |
| Cumulated losses of value as at 01.01.2013 | -1,491 | Cumulated losses of value as at 01.01.2013 | -1,452 |
| Assets held for sale, beginning balance | 1,545 | Assets held for sale, beginning balance | 1,506 |
| Investments | Investments | ||
| Later expenses | Later expenses | ||
| Disposals | -2,949 | Disposals | |
| Losses / recoveries of value | 1,448 | Losses / recoveries of value | |
| Foreign currency exchange increase (decrease) | -44 | Foreign currency exchange increase (decrease) | 39 |
| Transfers from "Investment property" to "Assets held for sale" |
Transfers from "Investment property" to "Assets held for sale" |
||
| Assets held for sale, closing balance | 0 | Assets held for sale, closing balance | 1,545 |
| Gross book value as at 31.12.2013 | Gross book value as at 31.12.2013 | 3,036 | |
| Cumulated losses of value as at 31.12.2013 | Cumulated losses of value as at 31.12.2013 | -1,491 | |
| Assets held for sale, closing balance | 0 | Assets held for sale, closing balance | 1,545 |
Following, the sale of the building of the company LAZER IMMO (Czech Republic) during thecurrent year for a price of 1.70 million euro and the
liquidation of this Czech subsidiary, ATENOR GROUP holds no more «Assets held for sale» as of 31 December 2013.
| In thousands of EUR | 2013 | 2012 |
|---|---|---|
| Net amounts | ||
| Buildings intended for sale | 261,267 | 230,467 |
| of which activations of borrowing costs | 8,585 | 7,513 |
| Total net carrying amount | 261,267 | 230,467 |
| MOVEMENT S IN FINANCIAL ASSETS Non-current financial assets Opening balance Additions (investments) Disposals (-) Reclassification (to) from other items Disposals through business disposal (-) Impairment (losses) reversals Foreign currency exchange increase (decrease) Other increase (decrease) Closing balance |
74 -74 |
16,450 -530 |
4 | 0 | ||
|---|---|---|---|---|---|---|
| OTHE R FINANCIAL ASSETS |
||||||
| Non current assets | ||||||
| Additions (investments) | ||||||
| 1,615 | -1 | Disposals (-) | ||||
| 0 | 17,535 | 0 | 3 | 0 | ||
| Fair value | 0 | 17,535 | 0 | 3 | 0 | Impairment (losses) reversals |
| Current financial assets | ||||||
| Opening balance | 0 | 96,707 | 16,511 | 2,009 | ||
| Acquisitions | 60 | |||||
| Disposals (-) | ||||||
| Disposals through business disposal (-) | Current assets | |||||
| Impairments (-) | -47 | |||||
| Other increase (decrease) | -59,341 | 12,635 | -479 | |||
| Closing balance | 0 | 37,379 | 29,146 | 1,530 | Disposals (-) | |
| Fair value | 0 | 37,379 | 29,146 | 1,530 | ||
| 2013. |
Where not listed on an active market, the financial assets are maintained at historical cost if their fair value cannot be determined reliably by a different evaluation technique. This is the case of the CITOBI securities.
| Shares Securities, other than shares |
Loans Other financial assets |
Total |
|---|---|---|
OTHER FINANCIAL ASSETS Non current assets Opening balance 0 0 16,265 185 16,450 Additions (investments) Disposals (-) Reclassification (to) from other items -530 -530 Disposals through business disposal (-) Impairment (losses) reversals Foreign currency exchange increase (decrease) Other increase (decrease) 1,522 93 1,615 Closing balance 0 0 17,257 278 17,535 Fair value 17,257 278 17,535 Current assets Opening balance 91 0 0 96,616 96,707 Acquisitions 60 60 Disposals (-) Disposals through business disposal (-) Impairments (-) -47 -47 Other increase (decrease) -59,341 -59,341 Closing balance 104 0 0 37,275 37,379 Fair value 104 0 0 37,275 37,379
The «shares» on 31 December 2013 cover the net value of the CITOBI shares (91 thousand euro) and the shares acquired by I.P.I. (City Docks project) for the «Tax Shelter» (+13 thousand euro).
The "non-current Loans" concern the net advances granted to the companies consolidated by the equity method: SOUTH CITY HOTEL, IMMOANGE and VICTOR PROPERTIES, ans increase by 1 million euro in 2013.
FORTIS, BELFIUS, KBC and ING). These are 59.34 million euro down on 2012 following cash use for the development of ATENOR's various projects.
On 31 December 2013, the «other current financial assets» concern the long-term deposits (more than one month) in Belgian banks (BNP PARIBAS For further details concerning rights and commitments, please refer to note 26.
Except for the cash pledged in favour of BNP PARIBAS FORTIS for the financing of the UP-site project (3.64 million euro) and the down payment received from the European Parliament pledged in favour of KBC of 9 million euro, no other financial asset is subject to guarantee.
| 2013 | 2012 | |||
|---|---|---|---|---|
| In thousands of EUR | Current | Non-current | Current | Non-current |
| Trade and other receivables | ||||
| Trade receivables, gross | 26,392 | 13,786 | ||
| Allowance for bad and doubtful debts (-) | -31 | |||
| Other receivables | 2,754 | 3 | 2,756 | 4 |
| Total trade and other receivables | 29,146 | 3 | 16,511 | 4 |
| Fair value | 29,146 | 3 | 16,511 | 4 |
| 2013 | 2012 | |||
|---|---|---|---|---|
| In thousands of EUR | Current | Non-current | Current | Non-current |
| Cash and cash equivalents | ||||
| Short-term deposits | ||||
| Bank balances | 1,528 | 2,006 | ||
| Cash at hand | 2 | 3 | ||
| Total cash and cash equivalents | 1,530 | 2,009 | ||
| Fair value | 1,530 | 2,009 | ||
The "Trade and other receivables" are valued at their nominal value, which is a good representation of their market value.
The payment terms depend mainly on the conditions agreed on the sale of significant holdings or shares. There are nevertheless no non-performing long-term loans.
«Trade and other eceivables» went from 16.51 to 29.15 million euro on 31 December 2013. This net increase of 12.94 million euro is mainly explained by:
the turnover acquired in function of the percentage of completion (79%) of the 148 apartments of the tower of the UP-site project (+11.89 million euro);
the turnover acquired in function of the percentage of completion (95 %) of the 58 apartments of the terracce-buildings (UP-site) (+2.52 million euro);
| 2013 | 2012 |
|---|---|
| 38,805 | 98,625 |
| 46,406 | 32,780 |
| 382 | 350 |
| 85,593 | 131,755 |
For its project development activities, ATENOR GROUP does not hedge its financial assets.
The main financial risks can be summed up as follows:
− Forex risks: : by virtue of its activities, ATENOR GROUP is sensitive to exchange rate variations of the Forint (Hungary), the Leu (Romania). The balance sheets of foreign companies are converted into euro at the official exchange rate at closure of the financial year (see table hereafter). The conversion of the financial statements of the subsidiaries from the functional currency (local currency) to the consolidation currency gave
rise to conversion differences presented in the equity. The Group did not establish a specific policy for covering this operational exchange rate risk. (See Note 1 – Main accounting methods – paragraph 2.10 – Exchange rate risks).
Except for the value of the real estate projects abroad (primarily "stock" and goodwill), the other assets and liabilities in foreign currencies do not represent important values in the Group's balance sheet.
The sensitivity to variations in exchange rates of these currencies is booked under translation adjustments. The table below covers the variations of exchange rates 2013/2012.
− Credit and liquidity risk: The investments agreed are mainly made through Belgian financial institutions, in particular BNP PARIBAS FORTIS, BELFIUS, ING and KBC. The nominal value of these investments is very close to their market value.
− The risk of default of the counterparties (acquirers) is limited to by the constitution of bank guarantees on the signing of the provisional agreements and notarial deeds..
ATENOR GROUP uses financial derivative instruments exclusively for the purposes of hedging.
For each category of financial instrument, ATENOR GROUP supplies the methods applied to determine their fair value.
| Level 1: Quoted prices on active markets | ||
|---|---|---|
| None |
Derivatives are valued by the bank BELFIUS based on market parameters.
The fair value of the "Current and non-current financial assets" (including liquid assets) is close to the market value. The fair value of non-quoted financial assets available for sale is estimated at their book value, taking into account the evolution of the business of the companies concerned and existing shareholder agreements. Their amount is insignificant.
The fair value of the «Trade and other receivables» corresponds to their nominal value (deducting any impairment loss) and reflects the sale price of the goods and other assets sold in the provisional agreements and notarial deeds.
Taking into account the nature of the financial assets and their short maturities, a sensitivity analysis is not necessary, as the impact of the rate variations is negligible.
| Exchange rate (1 € =) | Closing rate Average rate |
|||
|---|---|---|---|---|
| 2013 | 2012 | 2013 | 2012 | |
| Czech crown - CZK | 27.15 | 25.14 | 25.880 | 25.115 |
| Forint (Hungary) - HUF | 296.91 | 291.29 | 298.02 | 288.05 |
| Leu (Romania) - RON | 4.4847 | 4.4287 | 4.4157 | 4.4513 |
| Leu (Romania) - RON | 4.4847 | 4.4287 | 4.4157 | 4.4513 |
|---|---|---|---|---|
| Forint (Hungary) - HUF | 296.91 | 291.29 | 298.02 | 288.05 |
| Czech crown - CZK | 27.15 | 25.14 | 25.880 | 25.115 |
Taking into account the cash investments presented in «other financial assets» of 37.27 million euro, the total cash reserves now stand at 38.80 million euro.
| 2013 | 2012 | |||
|---|---|---|---|---|
| In thousands of EUR | Current | Non-current | Current | Non-current |
| Other assets | ||||
| Current tax receivables | 3,440 | 1,307 | ||
| Current loans payments | 35 | 11 | ||
| Other assets | 863 | 5 | 816 | 132 |
| Total other assets | 4,338 | 5 | 2,134 | 132 |
| Fair value | 4,338 | 5 | 2,134 | 132 |
The other current and non-current assets consist mainly of payable tax assets (3.44 million euro), advance payments (35 thousand euro) and asset annuals
(interest, insurance and Breyne law commission to be deferred and interest earned – 0.86 million euro).
| In thousands of EUR | Net deferred tax assets |
Net deferred tax liabilities |
Total |
|---|---|---|---|
| On 01.01.2012 | 8,591 | -8,912 | -321 |
| Deferred tax expense and income recorded in profit and loss | 4,804 | 316 | 5,120 |
| Changes in the deferred taxes recorded in equity | -190 | -190 | |
| On 31.12.2012 | 13,395 | -8,786 | 4,609 |
| On 01.01.2013 | 13,395 | -8,786 | 4,609 |
| Deferred tax expense and income recorded in profit and loss | -3,114 | -1,440 | -4,554 |
| Changes in the deferred taxes recorded in equity | 56 | 56 | |
| On 31.12.2013 | 10,281 | -10,170 | 111 |
The deferred taxes relating to the fiscal losses and tax credits of ATENOR GROUP brought forward were recognised at the level of the future estimated taxable profits. The deferred tax assets not recognised amount to 4.08 million euro. The deferred tax assets relating to the fiscal losses of the real estate subsidiaries in Belgium or abroad are recognised only where there is evidence that a sufficient tax base will emerge in the foreseeable future allowing them to be used.
| 2013 | 2012 | ||||
|---|---|---|---|---|---|
| In thousands of EUR | Deferred tax assets |
Deferred tax liabilities |
Deferred tax assets |
Deferred tax liabilities |
|
| Property, plant and equipment | |||||
| Stock of buildings intended for sale | 10,170 | 8,786 | |||
| Provisions | |||||
| Tax losses | 10,281 | 13,395 | |||
| Other | |||||
| Total deferred taxes related to temporary differences | 10,281 | 10,170 | 13,395 | 8,786 | |
In accordance with IAS 12 and the accounting principles mentioned in point 2.13, ATENOR GROUP has recognised in the balance sheet the value of the latent tax assets originating from deferred tax losses and tax credits for ATENOR GROUP s.a., BRUSSELS EUROPA s.a., NAMUR WATERFRONT s.a., MONS PROPERTIES s.a., HF IMMOBILIER s.a. and C.P.P.M. s.a.
Also see - note 8 concerning the deferred tax booked in results.
Deferred tax assets not recognized concern entities for which there is no, or isn't yet any specific likelihood of creating any taxable profit to which these deductible time differences could be linked to.
| In thousands of EUR | 2013 | 2012 |
|---|---|---|
| Total of not booked deferred tax assets | 4,077 | 3,620 |
The risks connected with given guarantees or with ongoing disputes are subject to provisions when the conditions for recognition of these liabilities are met.
«Non-current provisions» include the provision of 0.42 million euro constituted in the context of the Pixel / AM dispute following the ruling issued by the Tribunal in March 2012. ATENOR GROUP made an appeal on 24 May 2012 and gave its conclusions in June 2013. The opposing party has not yet replied.
The «Current provisions» remain stable at 1.05 million euro and exclusively concern the guarantee concerning the 3 D-Facto shareholders.
Contingent liabilities and rights and commitments are described in notes 24 and 26 in the financial statements.
| In thousands of EUR | Guarantee provisions |
Other provisions | Total |
|---|---|---|---|
| Provisions (both current and non-current) | |||
| Provisions, opening balance | 1,052 | 398 | 1,450 |
| Additional provisions | |||
| Increase (decrease) to existing provisions | 26 | 26 | |
| Amounts of provisions used (-) | |||
| Amounts not used but written back (-) | |||
| Increase (decrease) of the discounted amount resulting from the passage of time and the variation of the discount rate |
|||
| Other increase (decrease) | |||
| Provisions, closing balance | 1,052 | 424 | 1,476 |
| Non-current provisions, closing balance | 424 | 424 | |
| Current provisions, closing balance | 1,052 | 0 | 1,052 |
| In thousands of EUR | Current | Non-current | Fair value | ||
|---|---|---|---|---|---|
| 2013 | Up to 1 year | 1-5 years | More than 5 years |
Total | |
| Derivatives | 28 | 61 | 89 | 89 | |
| Financial liabilities | |||||
| Finance lease | |||||
| Credit institutions | 25,340 | 3,000 | 28,340 | 28,340 | |
| Bond isssue | 134,925 | 134,925 | 139,980 | ||
| Bank overdrafts | |||||
| Other loans | 24,404 | 12,742 | 13,430 | 50,576 | 50,576 |
| Total financial liabilities according to their maturity | 49,744 | 150,667 | 13,430 | 213,841 | 218,896 |
| Other financial liabilities | |||||
| Trade payables | 15,848 | 15,848 | 15,848 | ||
| Advance received | |||||
| Other payables | 10,710 | 9,814 | 20,524 | 20,524 | |
| Other financial liabilities | 36 | 36 | 36 | ||
| Total amount of other financial liabilities according to their maturity |
26,558 | 9,850 | 36,408 | 36,408 | |
| In thousands of EUR | Current | Non-current | Fair value | ||
|---|---|---|---|---|---|
| 2012 | Up to 1 year | 1-5 years | More than 5 years |
Total | |
| Derivatives | - | 165 | 165 | 165 | |
| Financial liabilities | |||||
| Finance lease | |||||
| Credit institutions | 34,079 | 3,000 | 37,079 | 37,079 | |
| Bond isssue | 134,893 | 134,893 | 140,048 | ||
| Bank overdrafts | |||||
| Other loans | 32,176 | 12,997 | 13,420 | 58,593 | 58,593 |
| Total financial liabilities according to their maturity | 66,255 | 150,890 | 13,420 | 230,565 | 235,720 |
| Other financial liabilities | |||||
| Trade payables | 8,810 | 8,810 | 8,810 | ||
| Advance received | |||||
| Other payables | 9,306 | 11,463 | 15,000 | 35,769 | 35,769 |
| Other financial liabilities | |||||
| Total amount of other financial liabilities according to their maturity |
18,116 | 11,463 | 15,000 | 44,579 | 44,579 |
The financial risks (credit, liquidity and interest rates) are explained through the Group's policy on indebtedness, which was not changed in 2013.
The Group's indebtedness is structured through direct financing concluded by the parent company and through financing, if need be, concluded by its subsidiaries.
The Group finances itself with various banking partners with top ranking at international level. It maintains a strong long-term relationship with them, enabling it to deal with the Group's financing needs.
The Group diversified its sources of financing from 1999 by entering into a programme of short, medium and long term commercial papers (CP/MTN) and tasked BELFIUS Bank with commercialising them to private and public institutional investors. Since that time the Group has followed a policy of active communication in order to inform as widely as possible the actors of the financial markets and soften any drying up of the money market and any crisis independent of the situation and the activities of ATENOR GROUP.
ATENOR GROUP and its subsidiaries obtain the necessary financing to successfully complete the construction of real estate projects. This financing is aimed at covering the entire period of construction by commercialisation within a reasonable delay, generally one year after the end of the works. Within the framework of this financing, the assets in construction and the shares of ATENOR GROUP's subsidiaries are generally given in pledge to the benefit of the lending credit establishments. When the prospects for commercialisation seem favourable and offer a sufficient margin of manoeuvre concerning the promotion of the project, ATENOR GROUP may decide to finance its projects directly or to finance the subsidiaries developing the projects.
The financing of the Group and the financing of projects through the Group's
subsidiaries are provided based on a short-term rate, the 1 to 12 month Euribor. When loans are made for longer durations (from two to five years), the Group contracts advances at a fixed rate or at a floating rate accompanied by a swap transforming the floating rate into a fixed rate (IRS). Within the framework of project financing, the banks authorise overdrafts of 1 to 12 months for the duration of the financing linked with the duration of the construction. Within this framework and taking into account the budgets prepared for each project, the impact of a rise in short-term rates is limited. In addition, the part represented by financial costs in the budget of a project represents between 3 and 6% of the total. Consequently the sensitivity to a strong variation of the short-term rates remains relatively low and limited.
ATENOR GROUP uses financial derivative instruments exclusively for the purposes of hedging. These financial instruments are assessed at their fair value with variations in value assigned to the results account, except for the financial instruments qualified as «Cash flow hedge», for which the part of the profit or the loss on the hedge instrument considered to constitute an effective hedge is booked directly in own capital under the «other items of the overall result» heading. As far as «Fair value hedges» are concerned, changes in the fair value of the derivatives designated and qualified as fair value hedges are booked in the results account, just like the changes to the fair value of the asset or of the liability hedged, assignable to the hedged risk.
The item "Derivatives liabilities" thus concerns the fair value of the "Interest rate swaps" (-0.08 million euro) contracted by ATENOR GROUP s.a. within the framework of its long-term financing (10 million euro). The compensation of the "Cash flow hedges" is booked in the equity. The changes in value of the derivatives categorised as "Fair value hedges" are entered in the profit and loss account but the changes in fair value of the liabilities hedged linked to the risk hedged (-0.08 million euro) are charged directly to the financial debts.
On 31 December 2013, the group indebtedness amounted to 213.84 million euro compared with 230.57 million euro at the end of 2012.
This reduction of 16.73 million euro is mainly explained by the partial reimbursement to BNP Paribas Fortis of the loan linked to the UP-site project (-8.74 million euro) and (b) the decease in the «Commercial Paper» programme (-7.77 million euro).
The «non-current financial debts» remain stable at 164.1 million euro on 31 December 2013 and include the two bond issues (75 and 60 million euro respectively), the loan of AG Participations (3 million euro) and the MTNs of 26.42 million euro.
The «current financial debts» (49.74 million euro on 31 December 2013) include the CP (24.4 million euro), and the BNP Paribas Fortis loan to BUILD UP
| Financial debts | Current | Non-current | |
|---|---|---|---|
| EUR Milliers | Up to 1 year | More than 1 year |
Total |
| Movements on financial liabilities | 66,255 | 164,310 | 230,565 |
| On 31.12.2012 | |||
| Movements of the period | |||
| - New loans | 4,750 | 4,750 | |
| - Reimbursement of loans | -21,589 | -21,589 | |
| - Short-term/long-term transfer | 5,000 | -5,000 | |
| - Hedging of fair marketvalue | 77 | 77 | |
| - Others | 1 | 37 | 38 |
| On 31.12.2013 | 49,744 | 164,097 | 213,841 |
| Financial debts (in EUR) | Nominal value | |
|---|---|---|
| Bond issue at 6% | 18.01.2010 to 18.01.2015 | 75,000,000 |
| Bond issue at 5.375% | 26.10.2012 to 26.10.2017 | 60,000,000 |
| Total bond issues | 135,000,000 | |
| Credit institutions | ||
| Atenor Group Participations | 3,000,000 | |
| Projects | Europa (*) | 7,000,000 |
| UP-site | 18,340,000 | |
| Total credit institutions | 28,340,000 | |
| Other loans | Expiry dates | |
| CP | 2014 | 19,500,000 |
| MTN | 17.11.2014 | 5,000,000 |
| 16.03.2015 | 2,000,000 | |
| 23.07.2015 | 5,000,000 | |
| 24.07.2015 | 2,000,000 | |
| 23.05.2016 | 1,000,000 | |
| 25.10.2016 | 2,750,000 | |
| 20.11.2020 | 13,500,000 | |
| Total other payables | 50,750,000 |
* Whose maturity is 31.03.2015.
N°1 – 2010 - 2015
Other financial liabilities The «other non-current financial liabilities» of 9.81 million euro record, within the context of the Trebel project, the additional price of 3.30 million euro due for the emphyteusis agreement of 28 June 2011 signed with YST and the two advance payments (15 and 35 million euro plus interest) invoiced to the European parliament less the turnover of -43.54 million euro booked in the result in function of a completion percentage of 38.48%.
The «other current financial liabilities» stand at 26.56 million euro on 31 December 2013, against 18.2 million euro in 2012. This increase of 8.81 million euro is explained mainly by the net rise in «Commercial Debts» (+7.04 million euro) for which BUILD UP, NGY (Romania) and DCT/CVT (Hungary) are the main contributors due to the state of progress of their respective developments.
The «other debts» mainly include the Belfius guarantee of 5 million euro linked to the President case and the two rentention guarantees of outsourcing invoices of the general contractor 80.91 million euro).
The «Tade payables and other current payables» mature in 2014. They are evaluated at their nominal value, which is a good approximation of their fair value.
Please also refer to note 2 concerning risk management.
For each category of financial instrument, ATENOR GROUP gives the methods applied to determine fair value.
None
Derivatives are valued by the bank BELFIUS based on market parameters.
All the "Financial liabilities" are valued at amortized 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.
(18.34 million euro) and the Belfius loan to Brussels Europa (7 millions euro) whose maturity date has been extended to 31 March 2015.
Note that the BNP Paribas Fortis loan agreement covers the financing and issue of guarantees, including in relation to the Breyne Law. On 31 December 2013, the provision of this credit line stood at 62.7 million euro (including 42.98 million for the Breyne Law guarantee).
The financial liabilities classified in «Other loans» (50.59 million euro) concern the «Commercial Papers» and «Medium term notes» contracted by ATENOR GROUP s.a. in the context of its CP/MTN programme marketed by Belfius Banque. The accounting value of the financial debts correspond to their nominal value, corrected by the costs and commissions for the setting up of these loans and by the adjustment linked to the valuation of the financial derivatives.
We remind that ATENOR GROUP issued, in January 2010, a bond at a fixed rate (6%) for an amount of 75 million euro. This bond issue as well as the second bond issued in October 2012 made it possible, among other things, to transform short term indebtedness to long term, leading to a rise in the average annual interest rate (4.64%) borne by the Group and explaining the increase in the financial charges since 2010 compared to periods prior to 2010. This decision sharply reduce the ATENOR's sensitivity to the fluctuation of interest rates. Indeed, the proportion of indebtedness at floating rate amounts to barely 4.68% (10 million euro) of the total of the financial debts. The variations of rates calculated in the hereafter table show the limited impact of an increase or a decrease in short term interest rates.
| Impact of the variation of 1% of the average interest rate of the debt and the impact on the 2014 result |
Average variable interest rate |
Average interest rate of the overall debt |
Impact 2014 result (in thousands of EUR) |
|---|---|---|---|
| Average interest rate | 0.60% | 4.64% | - |
| Average interest rate + 1% | 1.60% | 4.67% | -69 |
| Average interest rate - 1% | -0.39% | 4.61% | +69 |
For indicative purposes, the market value of the two bond issues of 2010 and 2012, which represent the majority of the long-term, fixed-rate financial indebtedness (82%), would be greater than 2.81 million euro (or less than 2.71 million euro) of the nominal value (book value) of the bond issues if the market interest rate for bond issues of the same kind for ATENOR GROUP was less (or greater) than 1% on 31 December 2013 compared to the nominal rate. provided any events arising, unknown on the date of publication of this report, ATENOR GROUP does not intend to reimburse the bond issues in advance.
| In thousands of EUR | 2013 | 2012 |
|---|---|---|
| Financial liabilities at fair value by means of the profit and loss account | ||
| - elements designated as such at the time of their initial booking (*) | 89 | 165 |
| - elements designated as being held for transaction purposes | ||
| Financial liabilities valued at amortised cost | 250,249 | 275,144 |
| Total | 250,338 | 275,309 |
* In 2013, the «fair value» adjustment of derivative liabilities stands at -0.09 million euro.
The financial liabilities are also summarised as follows:
The other «current and non-current liabilities» are recorded at their nominal value, which is a good approximation of their fair value.
The «other current and non-current liabilities» are mainly (a) accruals and primarily consist of interest charges on bond issues (4.88 million euro) and deferred income (on the advance) recorded on the sale of the emphyteuses of 174 apartments of the UP-site project (1.12 million euro), and (b) taxes (1.67 million euro).
| In thousands of EUR | Current | Non-current | Fair value | ||
|---|---|---|---|---|---|
| 2013 | Up to 1 year | 1-5 years | More than 5 years |
Total | |
| Other liabilities | |||||
| Advance received | 443 | 443 | 443 | ||
| Social debts of which payables to employees | 176 | 176 | 176 | ||
| Taxes | 1,667 | 1,667 | 1,667 | ||
| Accrued charges and deferred income | 7,573 | 7,573 | 7,573 | ||
| Total amount of other liabilities according to their maturity | 9,859 | 0 | 0 | 9,859 | 9,859 |
| In thousands of EUR | Current | Non-current | Fair value | ||
|---|---|---|---|---|---|
| 2012 | Up to 1 year | 1-5 years | More than 5 years |
Total | |
| Other liabilities | |||||
| Social debts of which payables to employees | 249 | 249 | 249 | ||
| Taxes | 1,095 | 1,095 | 1,095 | ||
| Accrued charges and deferred income | 9,111 | 9,111 | 9,111 | ||
| Total amount of other liabilities according to their maturity | 10,455 | 0 | 0 | 10,455 | 10,455 |
| In thousands of EUR | 2013 | 2012 |
|---|---|---|
| Evolution of the employee benefits | ||
| At the end of the previous period | 43 | 118 |
| New provisions | ||
| Increase (decrease) of existing provisions | 46 | |
| Transfers to "Liabilities included in disposal groups held for sale" | ||
| Amounts of provisions used or provisions reversed | -9 | -75 |
| At the end of the period | 80 | 43 |
| of which non-current pension obligation | 80 | 34 |
| of which current pension obligation | 9 | |
| Evolution of the employee benefits | ||
|---|---|---|
| At the end of the previous period | 43 | 118 |
| New provisions | ||
| Increase (decrease) of existing provisions | 46 | |
| Transfers to "Liabilities included in disposal groups held for sale" | ||
| Amounts of provisions used or provisions reversed | -9 | -75 |
| At the end of the period | 80 | 43 |
| of which non-current pension obligation | 80 | 34 |
| of which current pension obligation | 9 | |
In 2013, the employee benefits cover the Group's insurance obligations (IAS 19R) .
We note that, in compliance with the decision of the Remuneration Committee of 13 December 2006, ratified by the Board of Directors of 31 May 2007, ATENOR GROUP on 3 August 2007 issued a total of 50,000 options on own shares to various members of the Management and the Staff. The exercise price was set at 42.35 euro which corresponds to the average closing price of the quotes of the 30 days preceding the issue date. These options were exercisable during the periods from 28 March 2011 to 22 April 2011, from 1 October 2011 to 31 October 2011 and from 26 March 2012 to 20 April 2012.
In compliance with the legislation in force, the Board of Directors of 29 May 2009 decided to grant an extension of five years to the beneficiaries of the SOP 2007 taking the final maturity to 22 April 2017, without extension of the duration of acquisition of rights (see Note 10 – Capital).
Based on the value of the options on the date of allocation (3 August 2007), the charge was spread over five years prorata temporis. This charge amounted to 31 thousand euro in 2007, 76 thousand euro in 2008, 70 thousand euro in 2009, 73 thousand euro in 2010 and 18 thousand euro in 2011.
The valuation of these options was based on the following parameters (sources Banque DEGROOF and ATENOR):
Moreover, in compliance with the decision of the Remuneration Committee of 18 December 2007, ratified by the Board of Directors of 3 March 2008, ATENOR GROUP issued on 5 May 2008 a total of 51,700 options on own shares to various members of the Management and the Staff. The exercise price was set at 39.17 euro which corresponds to the average closing price of the quotes of the 30 days preceding the issue date. These options were exercisable during the periods from 26 March 2012 to 20 April 2012 and from 1 October 2012 to 31 October 2012.
In compliance with the legislation in force, the Board of Directors of 29 May 2009 decided to grant an extension of five years to the beneficiaries of the SOP 2008 taking the final maturity to 31 October 2017, without extension of the duration of acquisition of rights (see Note 10 – Capital).
Based on the value of the options on the date of allocation (5 May 2008), the charge was spread over five years prorata temporis. This charge amounted to 139 thousand euro in 2008, 207 thousand euro in 2009, 2010, 2011 and 55 thousand euro in 2012. The valuation of these options was based on the following parameters (sources Banque DEGROOF and ATENOR):
Increasing the dividend: 8%
Volatility: 30%
The Stock Option Plan 2009 has reached maturity without having been exercised and without any impact on the 2013 accounts.
The Board of Directors of 3 March 2009 approved a new Stock Option Plan for three years. Therefore as at 2 February 2010 ATENOR GROUP issued a first tranche of 50,000 options on own shares intended for members of the Management and the Staff. These options can be exercised during the periods from 11 March to 11 April 2014 and from 2 to 30 September 2014 at the unit price of 36.18 euro, i.e. the average closing price of the quotes of the 30 days preceding the issue date.
Based on the value of the options on the date of allocation (2 February 2010), the charge was spread over five years prorata temporis. This charge amounted to 25 thousand euro in 2010 and 27 thousand euro annually from 2011 to 2013. It will amount to 7 thousand euro in 2014.
The valuation of these options was based on the following parameters (sources Banque DEGROOF and ATENOR):
The Board of Directors sets out three identified risks in the legal proceedings with which ATENOR GROUP is confronted:
These tax disputes, which do not relate to ATENOR GROUP directly, have given rise to criminal complaints or civil proceedings, mainly against the buyers and the intervening banks but also against ATENOR and certain members of its management.
Currently, ATENOR GROUP and some of its directors are involved in three ongoing proceedings.
Within the scope of the ongoing legal procedure regarding "Erasmonde – American Energy", the court of appeal is expected to announce a decision soon on the appeals made against a decision to refer made in October 2013 against 13 companies and people including ATENOR GROUP and Stéphan Sonneville, the Managing Director
Within the scope of the "E. Migeotte / Société Générale (France)" case, after a non-suit announced in February 2012 by the Council Chamber of Turnhout, the Indictment Division of Antwerp took a decision to refer in March 2013. The appeal made by a third party was rejected. An initial session of the Correctional Court was set for 30 April 2014.
Finally, the "D-Facto - Cabepo" case is currently pending before the Court of Appeals of Brussels; the matter is set for the first submissions in April 2014.
In addition, ING bank, whose responsibility in a similar case was called into question by the tax authorities intends to involve ATENOR GROUP in this civil procedure.
In general, ATENOR GROUP, which fully and honestly cooperated in the investigations carried out by the legal and tax authorities, confirms that it has not committed any fraud either with regard to tax law or to company law, and is confident that its good faith will be acknowledged in all of the above mentioned cases.
On 9 March 2012, the District Court of Luxembourg partially accepted this request, to the limit of 0.37 million euro. On 24 May 2012, ATENOR GROUP, appealed this ruling and set aside provisions in the 2012 in the amount of 0.37 million euro. The case is still pending on appeal.
The options issued on this subsidiary benefit ATENOR GROUP management, personnel and service providers.
On 3 February 2014, ATENOR GROUP issued a second tranche of the stock option plan (SOP 2013) for the subsidiary named ATENOR GROUP INVESTMENTS (AGI). This SOP may be exercised during the three following periods: 13 March to 31 March 2017, from 12 March to 31 March 2018 and from 11 March to 31 March 2019.
No other significant event occurred after 31 December 2013.
As at 1st February 2011 ATENOR GROUP issued a second tranche of 53,200 options on own shares intended for members of the Management and the Staff. These options can be exercised during the periods from 10 March to 10 April 2015 and from 2 to 30 September 2015 at the unit price of 33.40 euro, i.e. the average closing price of the quotes of the 30 days preceding the issue date.
Based on the value of the options on the date of allocation (1st February 2011), the charge was spread over five years prorata temporis. This charge amounted to 21 thousand euro in 2011, to 23 thousand euro in 2012 and 2013. It will amount to 23 thousand euro in 2014 and 6 thousand euro in 2015.
The valuation of these options was based on the following parameters (sources Banque DEGROOF and ATENOR):
On 13 January 2012 ATENOR GROUP issued a third tranche of 50,000 options on own shares intended for members of the Management and the Staff. These options can be exercised during the periods from 10 March to 8 April 2016 and from 2 to 30 September 2016 at the unit price of 23.46 euro, i.e. the average closing price of the quotes of the 30 days preceding the issue date.
Based on the value of the options on the date of allocation (13 January 2012), the charge was spread over five years prorata temporis. This charge amounted to 22 thousand euro in 2012 and to 23 thousand euro in 2013. It will amount to 23 thousand euro annually in 2014 and 2015 and to 5 thousand euro in 2016.
The valuation of these options was based on the following parameters (sources Banque DEGROOF and ATENOR):
In July 2013, the Nomination and Remuneration Committee put in place a stock option plan on ATENOR GROUP INVESTMENTS shares for the benefit of all Group members of personnel and employees. This company, a 100% ATENOR GROUP subsidiary, holds a portfolio of 150,000 ATENOR shares. An initial tranche of 37,500 options on AGI shares was issued on 5 August 2013, of which 30,060 have been accepted
These options were largely distributed among members of personnel and employees on the basis of six levels of seniority; the two first levels (members of the Executive Committee and Directors, amounting to 11 people including the CEO) were assigned an identical number of options.
The exercise price of the option was set, following approval by the AGI auditor, at 6 euro per option, corresponding to the subscription price of the AGI shares issued at the time of the constitution of the company on 26 July 2013. These options may be exercised from 14 March to 1 April 2016, from 13 to 31 March 2017 and from 12 to 30 March 2018, each time after the publication of the annual results.
Based on the value of the options on the attribution date (5 August 2013), the charge has been spread over 5 years, pro rata temporis. This charge came to 7 thousand euro in 2013. It will stand at 21thousand euro per annum from 2014 to 2015 and at 3.5 thousand euro in 2016.
A second tranche of 37,500 options on AGI shares was issued on 3 February 2014. Their exercise price was fixed, on favourable opinion of the AGI Auditor, at 9.32 euro per option, corresponding to their inventory value per AGI share on 31 January 2014, after re-evaluation of the ATENOR GROUP share portfolio at 35.46 euro per share, corresponding to the average of the 20 last closing prices. These options will be exercisable during the periods from 13 to 31 March 2017, 12 to 31 March 2018 and from 11 to 31 March 2019.
(1) This item includes the bank guarantees received from contractors within the framework of the UP-site (11.11 million euro), TREBEL (4.27 million euro), PORT DU BON DIEU (2.52 million euro) and VACI GREENS (1.42 million euro) projects.
(2) Mortgages
in favour of BELFIUS within the framework of the loan contracted by BRUSSELS EUROPA (Maturity: 31.03.2015) and
in favour of BNP PARIBAS FORTIS within the framework of the loan contracted by BUILD UP.
(3) Secured deposits: 3.64 million euro within the framework of the BNP PARIBAS FORTIS financing (UP-site project) and 9 million euro in favour of KBC (TREBEL project).
(4) Concerns the acquisition commitments relating to the AIR projects in Luxembourg (10.91 million euro), AU FIL DES GRANDS PRÉS in Mons (8.89 million euro) and VICTOR (maximum 3.5 million euro).
(5) This item covers in particular:
the BNP PARIBAS FORTIS "Loi Breyne" bank guarantee related to the UP-site project (42.98 million euro),
the BELFIUS "Loi Breyne" bank guarantee related to the PORT DU BON DIEU project (11.54 million euro),
the KBC bank guarantee of 9 million euro in favour of the European Parliament,
a joint and indivisible pledge of ATENOR GROUP in the amount of 7.00 million euro on behalf of BRUSSELS EUROPA in favour of BELFIUS (Maturity: 03.2015),
a commitment of 2.45 million euro of ANAPHOR VENTURE within the framework of the sale of D'SIDE GROUP.
| In thousands of EUR | 2013 | 2012 |
|---|---|---|
| Guarantees constituted or irrevocably promised by third parties | ||
| Bank guarantees for security deposits (1) | 19,835 | 13,531 |
| Other security deposits received | 100 | 100 |
| Real guarantees constituted or irrevocably promised by the companies on their own assets | ||
| Mortgages (2) : | ||
| - accounting value of the buildings mortgaged | 74,594 | 69,663 |
| - amount of the registration | 78 | 78 |
| - with mortgage proxy | 61,922 | 61,922 |
| Guaranteed deposits (3) | 12,641 | 25,345 |
| Guaranteed securities | p.m. | p.m. |
| Other acquisition or transfer commitments | ||
| Commitments for the sale of securities | ||
| Commitments for the acquisition of buildings (4) | 23,302 | 20,744 |
| Purchase option on buildings | p.m. | p.m. |
| Commitments and guarantees constituted towards third parties | ||
| Various bank guarantees/other security deposits in solidarity (5) | 78,469 | 89,181 |
| Rental guarantees | 183 | 146 |
| Company Name | Head Office | Fraction of the capital directly or indirectly held in % |
|---|---|---|
| Subsidiaries consolidated by the full consolidated method | ||
| ALCO BUILDING | B-1310 La Hulpe | 100.00 |
| ATENOR GROUP CENTRAL EUROPE | B-1310 La Hulpe | 100.00 |
| ATENOR GROUP HUNGARY | H-1126 Budapest | 100.00 |
| ATENOR GROUP INVESTMENTS | B-1310 La Hulpe | 100.00 |
| ATENOR GROUP LUXEMBOURG | L-1466 Luxembourg | 100.00 |
| ATENOR GROUP PARTICIPATIONS | B-1310 La Hulpe | 100.00 |
| ATENOR GROUP ROMANIA | RO-50552 Bucharest | 100.00 |
| ATENOR REAL ESTATE | B-1310 La Hulpe | 100.00 |
| BRUSSELS EUROPA | B-1310 La Hulpe | 100.00 |
| BUILD UP | B-1310 La Hulpe | 100.00 |
| C.P.P.M. | B-1310 La Hulpe | 100.00 |
| CITY TOWER | H-1126 Budapest | 100.00 |
| CITY VIEW TOWER | H-1126 Budapest | 100.00 |
| DREWS CITY TOWER | H-1126 Budapest | 100.00 |
| HF IMMOBILIER | L-1466 Luxembourg | 100.00 |
| IMMOBILIÈRE DE LA PETITE ÎLE (IPI) | B-1310 La Hulpe | 100.00 |
| MONS PROPERTIES | B-1310 La Hulpe | 100.00 |
| NAMUR WATERFRONT | B-1310 La Hulpe | 100.00 |
| NGY Propertiers Investment | RO-11469 Bucharest | 100.00 |
| UP 35 | B-1310 La Hulpe | 100.00 |
| Joint venture companies consolidated by the equity method | ||
| IMMOANGE | B-1160 Brussels | 50.00 |
| VICTOR ESTATES | B-1160 Brussels | 50.00 |
| VICTOR PROPERTIES | B-1160 Brussels | 50.00 |
| SOUTH CITY HOTEL | B-1160 Brussels | 40.00 |
During the 1st quarter of 2013, the liquidations of the companies ANAPHOR VENTURE and I.D.M. were closed. In the 2nd semester, the consolidation perimeter was enlarged to include ATENOR GROUP INVESTMENTS (A.G.I.) incorporated on 26 July 2013.
After the sale of its only assets (land and property), the liquidation of LAZER IMMO (Czech Republic) was completed in November. Taking into effect as of 1 July 2013, LAURENTIDE was merged by ATENOR REAL ESTATE, holder of the majority of LAURENTIDE's shares. The real estate development project of La Sucrerie in Ath, allocated initially to C.P.P.M., was also taken over by ATENOR GROUP s.a.
Stéphan SONNEVILLE s.a., CEO, President of the Executive Committee and the Members of the Executive Committee of which Mr Sidney D. BENS, CFO, acting in the name of and on behalf of ATENOR GROUP s.a. attest that to the best of their knowledge:
(1) Affiliated companies of ATENOR GROUP in the sense of article 11 of the Company Code
In accordance with the legal requirements, we report to you on the performance of our mandate of statutory auditor. This report includes our opinion on the consolidated statement of financial position for the year ended 31 December 2013, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year ended and the related notes as well as our report on other legal and regulatory requirements.
We have audited the consolidated financial statements for the year ended 31 December 2013 prepared in accordance with International Financial Reporting Standards, as adopted by the European Union, and with the legal and regulatory requirements applicable in Belgium. The total of the consolidated balance sheet amounts to EUR 376.709.(000) and the consolidated income statement shows a profit for the year (Group share) of EUR 12.028.(000).
The company's board of directors is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with the International Financial Reporting Standards, as adopted by the European Union, and with the legal and regulatory requirements applicable in Belgium, and for such internal control as the board of directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing, Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the statutory auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In
making those risk assess-ments, the statutory auditor considers the internal controls relevant to the preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made by the board of directors, as well as evaluating the overall presentation of the consolidated financial statements.
We have obtained from the company's officials and the board of directors the explanations and information necessary for performing our audit.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In our opinion, the consolidated financial statements of the company ATENOR GROUP SA/NV give a true and fair view of the group's net equity and consolidated financial position as at 31 December 2013 and of its results and its cash flows for the year then ended in accordance with International Financial Reporting Standards, as adopted by the European Union, and with the legal and regulatory requirements applicable in Belgium.
The board of directors is responsible for the preparation and the content of the Management report on the consolidated financial statements.
In the framework of our mandate our responsibility is to verify compliance, in all material respects, with certain legal and regulatory requirements. On this basis, we provide the following additional statement, which does not modify our opinion on the consolidated financial statements:
Brussels, 3 March 2014
Mazars Réviseurs d'Entreprises scrl Statutory Auditor Represented by Philippe GOSSART
The statutory accounts have been drawn up in compliance with the Belgian accounting standards.
In conformity with article 105 of the Companies Code, the annual statutory accounts of ATENOR GROUP s.a. are presented in a summary form. The submission of the consolidated statutory accounts will be made at the
latest thirty days after their approval.
of ATENOR GROUP s.a.
The auditor issued an unqualified opinion on the statutory annual accounts The annual accounts, the management report and the report of the auditor are available upon simple request at the following address: Avenue Reine Astrid, 92 in B-1310 La Hulpe.
ASSETS
| In thousands of EUR | 2013 | 2012 | |
|---|---|---|---|
| Fixed Assets | 300,506 | 249,409 | |
| I. | Start-up expenses | 145 | 187 |
| II. | Intangible assets | 11 | 18 |
| III. | Tangible assets | 253 | 326 |
| IV. | Financial assets | 300,097 | 248,878 |
| Current Assets | 82,738 | 117,375 | |
| V. | Amounts receivable after one year | 332 | 1,149 |
| VI. Stocks and orders in the course of execution |
44,114 | 19,251 | |
| VII. Amounts receivable within one year |
3,285 | 2,471 | |
| VIII. Investments | 34,469 | 93,532 | |
| IX. Cash at bank and petty cash | 119 | 577 | |
| X. | Deferred charges and accrued income |
419 | 395 |
| TOTAL ASSETS | 383,244 | 366,784 | |
| Group capital and reserves | 100,939 | 97,891 | |
|---|---|---|---|
| I. | Capital | 44,644 | 38,880 |
| IV. | Reserves | 16,976 | 16,576 |
| V. | Accumulated profits | 39,319 | 42,435 |
| Provisions and deferred taxes | 1,161 | 1,363 | |
| VII. A. Provisions for liabilities and charges | 1,161 | 1,363 | |
| Creditors | 281,144 | 267,530 | |
| VIII. Amounts payable after one year | 215,220 | 190,528 | |
| IX. Amounts payable within one year | 60,730 | 71,720 | |
| Accrued charges and deferred | |||
| X. | income | 5,194 | 5,282 |
| TOTAL LIABILITIE S |
383,244 | 366,784 |
The Company draws up and publishes the consolidated accounts and a consolidated management report in conformity with the legal requirements.
| In thousands of EUR | 2013 | 2012 | |
|---|---|---|---|
| I. | Operating income | 36,846 | 15,542 |
| II. | Operating charges | -21,538 | -7,854 |
| III. Operating profit (loss) | 15,308 | 7,688 | |
| IV. | Financial income | 3,276 | 2,486 |
| V. | Financial charges | -9,724 | -5,811 |
| VI. Operating profit (loss) before | |||
| taxes | 8,860 | 4,363 | |
| VII. Extraordinary income | 60 | 827 | |
| VIII. Extraordinary charges | -520 | -445 | |
| IX. Profit of the financial year | |||
| before taxes | 8,400 | 4,745 | |
| X. | Incomes taxes | -403 | -1 |
| XI. | Profit of the financial year | 7,997 | 4,744 |
| XIII. Profit of the financial year to be appropriated |
7,997 | 4,744 |
| A. | Profit to be appropriated | 50,433 | 52,422 |
|---|---|---|---|
| 1. Profit for the financial year | 7,997 | 4,744 | |
| 2. Profits brought forward | 42,436 | 47,678 | |
| C. | Appropriations to equity (-) | -400 | - |
| 2. To legal reserve | 400 | - | |
| D. | Profit (loss) to be carried forward (-) |
-39,719 | -42,435 |
| 1. Profit to be carried forward | 39,719 | 42,435 | |
| F. | Profit to be distributed (-) | -10,714 | -9,987 |
| 1. Dividends | 10,489 | 9,762 | |
| 2. Director's entitlements | 225 | 225 | |
| Identity card ATENOR GROUP is a limited company (s.a.). |
|---|
| The registered office is located at avenue Reine Astrid 92 in B-1310 La |
| Hulpe. Article 4 of its Articles of Association specifies that the company is established for an unlimited duration. |
| The financial year starts on the first of January and ends on the thirty-first of December each year. |
| The Articles of Association are available on our website www.atenor.be. |
| Registered office of ATENO R GROUP Avenue Reine Astrid, 92 1310 La Hulpe Belgium Phone: +32-2-387 22 99 Fax: +32-2-387 23 16 e-mail: [email protected] Website: www.atenor.be Enterprise n°: VAT BE 0403209303 |
| Stock exchange listing of atenor group share NYSE Euronext Brussels ISIN code: BE0003837540 |
| Stock exchange listing of atenor group bonds Stock Market of Luxembourg: 2010-2015 bonds – rate of 6% ISIN code: BE5988406146 Euronext Brussels: 2012-2017 bonds – rate of 5,375% ISIN code:BE0002188549 |
Reuters ATE0.BR
Bloomberg ATEB BB
Intermediate declaration for first quarter 2014 General Assembly 2013 Communication relating to the terms and modalities of the optional dividend
Dividend payment (subject to the approval of the General Assembly and the allocation of the shares in the framework of the optional dividend)
27 August 2014
Half-year results 2014
13 November 2014
Intermediate declaration for third quarter 2014
24 April 2015
General Assembly 2014
The financial service company of ATENOR GROUP responsible for payment of dividends up to and including the coupon nr. 6 (relating to 2011) is provided by Degroof Bank (designated as main paying agent).
Degroof Bank (Main paying agent)
Rue de l'Industrie, 44 in B-1040 Brussels
The financial service company charged with the optional dividend (coupon nr. 7 and 8 relating to 2012 and 2013) is provided by:
Euroclear Belgium
Boulevard du Roi Albert II, 1 in B-1210 Brussels
(1) Communicated dates subject to changes
2013 Audited Financial Statements
Design & realisation The Design Factory +32 10 60 19 18
Avenue Reine Astrid, 92 B-1310 La Hulpe Tel. : +32 2 387 22 99 Fax : +32 2 387 23 16
Website : www.atenor.be E-mail : [email protected] VAT BE 0403 209 303 RPM Nivelles
Investor Relations Sidney D. Bens, Chief Financial Officer
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