Earnings Release • Mar 5, 2012
Earnings Release
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Regulated information
La Hulpe, 5 March 2012
ATENOR GROUP ended the 2011 financial year with a net consolidated result of 11.32 million euro, in comparison with ‐1.60 million euro in 2010.
At the General Assembly, the Board of Directors will propose a gross dividend of €2.00 per share.
| Results | 31.12.2011 | 31.12.2010 |
|---|---|---|
| Net consolidated result (group share) | 11,321 | ‐ 1,599 |
| Profit per share (in euro) | 2.25 | ‐0.32 |
| Number of shares | 5,038,411 | 5,038,411 |
| of which own shares | 157,513 | 154,452 |
| Balance sheet | 31.12.2011 | 31.12.2010 |
| Total assets | 278,405 | 270,141 |
| Cash position at the end of the period | 31,109 | 75,514 |
| Net indebtedness (‐) | ‐93,550 | ‐46,993 |
| Total of consolidated equity | 97,518 | 100,531 |
The turnover amounts to 36.46 million euro. This turnover mainly comprises (26.23 million euro) the turnover connected with the transfers of the first two blocks of offices in the UP‐site mixed complex, one to ETHIAS group and the other to UNIZO. The balance is split between the turnover resulting from the hotel activities of the CROWNE PLAZA hotel (8.37 million euro) and the rent received (0.69 million euro) after the acquisition of the company (I.P.I.) which holds the CITY DOCKS project in Anderlecht.
The operating result amounts to 13.51 million euro, compared with 3.48 million euro the previous year. This result is explained by the sale of the MEDIA GARDENS (IDM A) project to AEDIFICA, the transfer of a first block of offices to the ETHIAS group in the course of the first half of the year and the transfer of a second block of offices to UNIZO (Auxilio and Theseum) in the course of the second half of the year. To these results, the recovery of the balance of the claim on the RDC (2.3 million euro) is added.
The net financial result amounts to ‐3.09 million euro, which is primarily due to the financial charges related to the bond issue.
Taking the information above into account, the net result of the financial year increased in comparison with last year, i.e. 11.32 million euro in comparison with a loss of 1.60 million euro.
As at 31 December 2011, the group has a net financial indebtedness of 93.55 million euro, compared with a net financial indebtedness of 46.99 million euro as at 31 December 2010.
The group's indebtedness consists, on the one hand, of the long‐term debt of 107.11 million euro (compared to 99.67 million euro on 31 December 2010) and, on the other hand, a net positive cash position of 13.56 million euro.
While maintaining a comparable indebtedness, the liquidities generated by the transfers described in the preceding paragraphs made it possible to make new investments in Luxembourg (the Henri FUNCK Brewery project) and in Brussels (the CITY DOCKS and TREBEL projects) while continuing the works connected with the projects under development.
During 2011, ATENOR GROUP acquired 3,061 own shares. As at 31 December 2011, ATENOR GROUP held 157,513 own shares acquired at an average price of 40.46 euro for a total amount of 6.37 million euro. These shares are intended to cover the 2007 to 2011 stock option plans.
The Board of Directors of 3 March 2009 approved a new three‐year Stock Option Plan. As at 13 January 2012 Atenor Group issued a third tranche of 50,000 options on own shares intended for members of the management and 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 corresponding to the average listing on the stock exchange for the 30 days prior to issue.
The Board of Directors will propose, to the General Assembly of 27 April 2012, the payment (for the financial year 2011) of a gross dividend of 2.00 euro per share.
Subject to approval by the General Assembly, the dividend will be paid as at 4 May 2012.
The quality of the projects in the portfolio, and especially the excellent location of each one of them, is one of the major advantages that are allowing ATENOR to go through these years of crises without financial difficulties.
The portfolio currently includes 10 projects under development with a total of approximately 500,000m². More specifically, the projects experienced the following developments:
After the provisional acceptance of the construction works on 1 February 2011 and the opening on 1 March 2011 under the PARK INN brand, the hotel generated satisfactory operating results as from its opening. On the other hand, the difficult macro‐financial context did not make it possible to sell the company that holds the building and the operating contract before the end of the 2011 financial year.
We remind you that in the first half of 2011 ATENOR GROUP sold the securities of the company IDM A, owner of a building containing 75 apartments, shops and car parks, to the residential sicafi AEDIFICA, with a 9‐month rental guarantee expiring in February 2012. Since a provision was made for the entire amount of the guarantee at the time of the delivery of the building in May 2011, the excellent response of the rental market for this building allowed us to reclaim € 337,000 of this rental guarantee on 31 December 2011, thereby increasing the results of this development by that amount.
The construction of this emblematic project progressed over the course of the year according to schedule; on the commercial level strong advance signs were sent to the market concerning the profound metamorphosis that this district is going to experience. Even before the launch of marketing of apartments in the Tower, the first feedback from the market received throughout 2011 confirmed for us the unique positioning of this project on the Brussels residential market.
The sale to Ethias in the first half of the year of the office building rented to Smals and the closing of the sale of the B3 office building to Unizo in the second half of the year, as explained above, contributed to the results.
The HERMES BUSINESS CAMPUS infrastructure works were completed in the course of the year 2011. We postponed the beginning of the construction of the superstructure, in order to await clear signs of the recovery of the property market for offices. The year 2011 ended on a take‐up on the market for offices in Bucharest of 200,000 m², amounting to approximately 10% of the total of the market.
The infrastructure works of the first phase of the project were finished in the course of the year 2011. We seized the possibility of applying for a modified urban planning permit that would make it possible to increase the lettable area of the project by nearly 10%, which led us to postpone the construction of the superstructure. The superstructure works will be launched at the appropriate time, depending on the evolution of the prospects of the rental market. The take‐up on the market for offices in Budapest amounted to nearly 400,000 m², an increase of 28% in comparison with 2010.
ATENOR recently relaunched the studies for the development of an ambitious mixed urban project in line with the conditions of the government order of 16 December 2010 and the new RRUZ (regional zoned planning regulation) dating from the beginning of 2012, both concerning the new urban landscape expected for the Rue de la Loi (PUL). ATENOR will submit a new application for a permit as soon as possible.
In parallel, we terminated the hotel activity, thereby complying with the so‐called "Loi Renault" procedure. The costs of closing the hotel weighed on the results for 2011, but were nonetheless compensated by the operating results, which were still positive before the closing.
While the application for an urban planning permit submitted in 2010 followed it course, especially through the public enquiry relating to the impact study's specifications and the set‐up of the supervisory committee, the authorised demolition works began at the end of 2011.
The building permit application for the construction of one hundred apartments at the remarkable location of the Port du Bon Dieu was submitted in September 2011. The public authorities however wanted an explicit agreement between ATENOR and the other major owner of the site, the SPGE, prior to the issuing of the permit. Contacts are ongoing.
The building permit application was submitted in September 2011 and concerns a project of approximately 30,000m² of offices. TREBEL was retained by the European Parliament in view of an acquisition for the accommodation of their administration. This selection procedure should lead logically to a future sale under the suspensive condition of obtaining permits, generating results only when the building is delivered, i.e. in 2016.
In February 2011, ATENOR acquired the company IMMOBILIERE DE LA PETITE ILE (IPI), owner of a 5.4‐ha plot in Anderlecht. This plot is included in a PPAS (regional land development plan) being studied by the municipal authorities and could be covered by the new demographic PPAS currently being drawn up.
ATENOR has drawn up an initial sketch demonstrating that it is possible to develop a highly mixed project, combining urban industrial and residential functions, as well as others.
In parallel, IPI benefited from the rental revenues paid by the current industrial occupant.
In September 2011 ATENOR acquired the company HF Immobilier, the owner of the site of the former breweries located in the Rue de Neudorf in Luxembourg City. The final months of 2011 were devoted to the development, with our architect, of a draft Special Development Plan (Plan d'Aménagement Particulier) with a view to the submission in 2012 of an application for an urban planning permit which would consist of ± 11,000 m² of residences and commercial spaces.
With regard to the uncertainties in the market trends, ATENOR is starting the year 2012 with prudence. The delivery of the office buildings sold in 2011 as well as the sale of the first apartments of the UP‐site tower will contribute to the results.
| General Assembly 2011: | 27 April 2012 |
|---|---|
| Dividend payment (subject to the approval of the General Assembly)*: | 4 May 2012 |
| Intermediate declaration for first quarter 2012: | 16 May 2012 |
| Half‐year results 2012: | 31 August 2012 |
| Intermediate declaration for third quarter 2012: | 15 November 2012 |
| *Financial service: Degroof Bank designated as main paying agent |
Subject to approval by the General Assembly, the dividend will be paid as from 4 May 2012.
‐ Ex date 30 April 2012 ‐ Record date 3 May 2012 ‐ Payment date 4 May 2012 Contacts and Information
For more detailed information, please contact Stéphan Sonneville s.a., CEO, or Mr Sidney D. Bens, CFO.
Tél +32 (2) 387.22.99 Fax +32 (2) 387.23.16 e‐mail: [email protected] www.atenor.be
| In thousands of EUR | ||
|---|---|---|
| 2011 | 2010 | |
| Revenue | 36.456 | 10.944 |
| Turnover | 35.719 | 10.743 |
| Property rental income | 693 | 201 |
| Other operating revenue | 44 | 0 |
| Other operating income | 13.135 | 15.291 |
| Gain (loss) on disposals of financial assets | 7.325 | 14.137 |
| Other operating income | 5.797 | 1.154 |
| Gain (loss) on disposals of non‐financial assets | 13 | 0 |
| Operating expenses (‐) | ‐36.083 | ‐22.755 |
| Raw materials and consumables used (‐) | ‐52.956 | ‐15.470 |
| Changes in inventories of finished goods and work in progress | 42.669 | 24.278 |
| Employee expenses (‐) | ‐6.273 | ‐5.863 |
| Depreciation and amortization (‐) | ‐360 | ‐773 |
| Impairments (‐) | ‐344 | ‐451 |
| Other operating expenses (‐) | ‐18.819 | ‐24.476 |
| RESULT FROM OPERATING ACTIVITIES ‐ EBIT | 13.508 | 3.480 |
| Financial expenses (‐) | ‐4.507 | ‐5.925 |
| Financial income | 1.415 | 1.480 |
| Share of profit (loss) from investments consolidated by the equity method | ‐820 | ‐440 |
| PROFIT (LOSS) BEFORE TAX | 9.596 | ‐1.405 |
| Income tax expense (income) (‐) | 1.583 | ‐280 |
| PROFIT (LOSS) AFTER TAX | 11.179 | ‐1.685 |
| Post‐tax profit (loss) of discontinued operations | 0 | 0 |
| PROFIT (LOSS) OF THE PERIOD | 11.179 | ‐1.685 |
| Attributable to minority interest | ‐142 | ‐86 |
| Group profit (loss) | 11.321 | ‐1.599 |
| EARNINGS PER SHARE | EUR | |
| 2011 | 2010 | |
| Number of shares | 5.038.411 | 5.038.411 |
| Diluted earnings per share | 2,25 | ‐0,32 |
| Proposal of gross dividend per share | 2,00 | 2,00 |
| Other elements of the overall profit and losses | In thousands of EUR | |
|---|---|---|
| 2011 | 2010 | |
| Group share result | 11.321 | ‐1.599 |
| Translation adjusments | ‐4.647 | ‐1.533 |
| Cash flow hedge | 225 | 114 |
| Overall total results of the group | 6.899 | ‐3.018 |
Overall profits and losses of the period attributable to third parties ‐142 ‐86
In thousands of EUR
| 31.12.2011 | 31.12.2010 | |
|---|---|---|
| NON‐CURRENT ASSETS | 40.496 | 63.535 |
| Property, plant and equipment | 433 | 20.764 |
| Investment property | 0 | 1.648 |
| Intangible assets | 5.370 | 6.699 |
| Investments in related parties | 1 | 1 |
| Investments consolidated by the equity method | 8.300 | 9.120 |
| Deferred tax assets | 8.591 | 10.502 |
| Other non‐current financial assets | 17.711 | 14.718 |
| Non‐current trade and other receivables | 7 | 0 |
| Other non‐current assets | 83 | 83 |
| CURRENT ASSETS | 237.909 | 206.606 |
| Assets held for sale | 1.506 | |
| Inventories | 197.146 | 119.351 |
| Other current financial assets | 28.580 | 72.839 |
| Current tax receivables | 1.770 | 1.250 |
| Current trade and other receivables | 5.433 | 6.121 |
| Cash and cash equivalents | 2.529 | 2.675 |
| Other current assets | 945 | 4.370 |
| TOTAL ASSETS | 278.405 | 270.141 |
| 31.12.2011 | 31.12.2010 | |
|---|---|---|
| TOTAL EQUITY | 97.518 | 100.531 |
| Group shareholders' equity | 98.107 | 101.092 |
| Issued capital | 38.880 | 38.880 |
| Reserves | 65.600 | 68.483 |
| Treasury shares (‐) | ‐6.373 | ‐6.271 |
| Minority interest | ‐589 | ‐561 |
| Non‐current liabilities | 113.297 | 114.057 |
| Non‐current interest bearing borrowings | 92.243 | 99.671 |
| Pension obligation | 63 | 142 |
| Derivatives | 616 | 1.289 |
| Deferred tax liabilities | 8.912 | 12.955 |
| Current trade and other payables | 11.463 | |
| Current liabilities | 67.590 | 55.553 |
| Current interest bearing debts | 32.416 | 22.836 |
| Current provisions | 2.471 | 2.496 |
| Pension obligation | 55 | 49 |
| Derivatives | 99 | 133 |
| Current tax payables | 827 | 3.522 |
| Current trade and other payables | 22.065 | 21.759 |
| Other current liabilities | 9.657 | 4.758 |
| TOTAL EQUITY AND LIABILITIES | 278.405 | 270.141 |
| In thousands of EUR | ||
|---|---|---|
| 2011 | 2010 | |
| Operating activities | ||
| ‐ Profit/loss after tax (excl. discontinued operations ) | 11.178 | ‐1.684 |
| ‐ Result of investments consolidated by the equity method | 820 | 440 |
| ‐ SOP / IAS 19 | 350 | |
| ‐ Depreciations (+/‐) | 386 | 773 |
| ‐ Write off (+/‐) | 1.813 | 451 |
| ‐ Provisions (+/‐) | ‐265 | ‐84 |
| ‐ Translation adjustments (+/‐) | 125 | 0 |
| ‐ Profits/losses on assets disposals | ‐7.338 | ‐4.884 |
| ‐ Production immobilisée | ‐43 | |
| ‐ Deferred taxes (+/‐) | ‐1.754 | 236 |
| ‐ Cash flow | 5.272 | ‐4.752 |
| ‐ Increase/decrease in inventories | ‐49.148 | ‐27.663 |
| ‐ Increase/decrease in receivables | 2.472 | 16.753 |
| ‐ Increase/decrease in debts | 14.542 | ‐27.763 |
| ‐ Increase/decrease in working capital | ‐32.134 | ‐38.673 |
| Cash from operating activities (+/‐) | ‐26.862 | ‐43.425 |
| Investments activities | ||
| ‐ Acquisitions of intangible and tangible assets | ‐120 | ‐226 |
| ‐ Acquisitions of financial investments | ‐26.389 | ‐1.051 |
| ‐ New loans | ‐2.994 | ‐8.665 |
| ‐ Subtotal of acquired investments | ‐29.503 | ‐9.942 |
| ‐ Disposal of intangible and tangible assets | 13 | 2 |
| ‐ Disposal of financial investments | 6.298 | 58.589 |
| ‐ Reimbursement of loans | 0 | 1.036 |
| ‐ Subtotal of disinvestments | 6.311 | 59.627 |
| Cash from investment activities (+/‐) | ‐23.192 | 49.685 |
| Financial activities | ||
| ‐ Capital increase | 45 | 0 |
| ‐ Own shares | ‐102 | ‐1.102 |
| ‐ New long‐term loans | 14.463 | 79.250 |
| ‐ Reimbursement of long‐term loans | 0 | ‐10.615 |
| ‐ Dividends paid by parent company to its shareholders | ‐9.659 | ‐13.318 |
| ‐ Fees paid to the directors | ‐170 | ‐170 |
| Cash from financial activities (+/‐) | 4.577 | 54.045 |
| ‐ Changes in scope of consolidation and exchange rate | 1.071 | ‐374 |
| Net cash variation | ‐44.406 | 59.931 |
| ‐ Opening value of cash accounts in balance sheet | 75.514 | 15.583 |
| ‐ Closing value of cash accounts in balance sheet | 31.108 | 75.514 |
Inthousands of EUR
| 2 0 1 0 |
ed ita l Issu c ap |
dg ing He res erv es |
har Ow n s es |
Co lida ted nso res erv es |
/ fit los f t he Pro s o rio d pe |
lat Cu ive mu nsl ati tra on adj ts usm en |
Mi rity no int sts ere |
tal uit To Eq y |
|---|---|---|---|---|---|---|---|---|
| / / lan f Ba 01 01 20 10 ce a s o |
38 .87 9 |
( 8) 43 |
( ) 5.1 15 |
89 .24 8 |
( ) 4.7 67 |
( 6) 64 |
11 7.1 62 |
|
| fit / los f t he Pro iod s o per Ot her lem f t he all ult ent e o s o ver res s |
‐ | ‐ 11 4 |
‐ | ‐ | ( ) 1.5 99 |
( ) 1.5 33 |
( ) 86 |
( ) 1.6 85 ( ) 1.4 19 |
| al reh Tot ive inc co mp ens om e |
‐ | 11 4 |
‐ | ‐ | ( ) 1.5 99 |
( ) 1.5 33 |
( ) 86 |
( ) 3.1 04 |
| Pa id div ide nd nd dir ' e nti tle ect nts s a ors me ha Ow s n res Sh ba sed nt are p ay me her Ot s |
‐ ‐ ‐ |
‐ ‐ |
‐ ( ) 1.1 56 ‐ |
( 0) 12 .94 39 9 |
17 0 |
( 0) 12 .94 ( ) 1.1 56 39 9 17 0 |
||
| / / lan f Ba 31 12 20 10 ce a s o |
38 .87 9 |
( 4) 32 |
( 71) 6.2 |
76 .70 7 |
( ) 1.5 99 |
( ) 6.3 00 |
( 2) 56 |
10 0.5 31 |
2011
| / / lan f Ba 01 01 20 11 ce a s o |
38 .87 9 |
( 4) 32 |
( 71) 6.2 |
75 .10 8 |
‐ | ( ) 6.3 00 |
( 2) 56 |
10 0.5 31 |
|---|---|---|---|---|---|---|---|---|
| / fit los f t he iod Pro s o per |
‐ | ‐ | ‐ | ‐ | 11 .32 1 |
( 2) 14 |
11 .17 9 |
|
| her lem f t he all ult Ot ent e o s o ver res s |
22 5 |
( ) 4.6 47 |
( ) 4.4 22 |
|||||
| al reh ive inc Tot co mp ens om e |
‐ | 22 5 |
‐ | ‐ | 11 .32 1 |
( ) 4.6 47 |
( 2) 14 |
6.7 57 |
| id div ide nd nd dir ' e tle Pa nti ect nts s a ors me |
‐ | ‐ | ‐ | ( ) 9.9 32 |
( ) 9.9 32 |
|||
| Ow ha s n res |
‐ | ( 2) 10 |
( 2) 10 |
|||||
| Sh ba sed nt are p ay me |
‐ | ‐ | ‐ | 36 8 |
36 8 |
|||
| Ot her s |
( 9) 21 |
11 5 |
( 4) 10 |
|||||
| / / Ba lan f 31 12 20 11 ce a s o |
38 .87 9 |
( ) 99 |
( 73) 6.3 |
65 .32 5 |
11 .32 1 |
( 7) 10 .94 |
( 9) 58 |
97 .51 8 |
The consolidated financial statements of the Group as at 31 December 2011 were adopted by the Board of Directors on 2 March 2011.
The annual report including all financial statements and attached notes will be made available at the end of the month of March to the shareholders for the annual general meeting.
The consolidated financial statements as at 31 December 2011 were drawn up in accordance with the IFRS standards as adopted in the European Union.
The evaluation rules adopted for the preparation of the consolidated financial situation as at 31 December 2011 have not been modified from the rules followed for the preparation of the annual report as at 31 December 2010, except for the adaptations made necessary by the entry into force of the IFRS standards and interpretations applicable as from 1 January 2011.
The following new and amended standards and interpretations have been applied where necessary as of the 2011 period:
These amendments and new interpretations have no significant impact on the presentation, disclosure requirements or the consolidated financial performance and / or situation of Atenor Group.
There are no standards and new or amended interpretations that took effect after 31 December 2011 and whose early application would be allowed within the European Union.
The life cycle of the real estate projects of ATENOR GROUP can be summarised in three major phases: the land purchase phase, the project development and construction phase, and the marketing and sales phase. The length and process of these phases are neither similar nor comparable from one project to another.
Follow‐up and compliance with the planning of each of these projects are assured by the implementation of a regular communication system. Internal control is provided by:
As soon as a project reaches the construction phase, a monthly progress meeting is held with:
This communication system allows Atenor to determine, monitor and resolve all potential operational risks well in time.
| In thousands of EUR | |||
|---|---|---|---|
| 31.12.2011 | 31.12.2010 | ||
| CASH AND CASH EQUIVALENTS | |||
| Short‐term deposits | 274 | ||
| Bank balances | 2.525 | 2.359 | |
| Cash at hand | 4 | 42 | |
| Total cash and cash equivalents | 2.529 | 2.675 |
| In thousands of EUR | |||
|---|---|---|---|
| Current | Non‐current | TOTAL | |
| Up to 1 year | More than | ||
| MOVEMENTS ON FINANCIAL LIABILITIES | |||
| On 31.12.2010 | 22.836 | 99.671 | 122.507 |
| Movements of the period | |||
| ‐ New loans | 9.569 | 3.000 | 12.569 |
| ‐ Reimbursement of loans | ‐10.966 | ‐10.966 | |
| ‐ Short‐term/long‐term transfer | 10.500 | ‐10.500 | |
| ‐ Hedging of fair marketvalue | 481 | 481 | |
| ‐ Others | ‐4 | 72 | 68 |
| On 31.12.2011 | 32.416 | 92.243 | 124.659 |
| 31.12.2011 | 31.12.2010 | |
|---|---|---|
| Dividends on ordinary shares declared and paid during the period: | ||
| Final dividend for 2010: 2,00 EUR (2009 : 2,60 EUR) | ‐9.659 | ‐13.318 |
| In thousands of EUR | ||
|---|---|---|
| INCOME TAX EXPENSE / INCOME ‐ CURRENT AND DEFERRED | 31.12.2011 | 31.12.2010 |
| INCOME TAX EXPENSE/INCOME ‐ CURRENT | ||
| Current period tax expense | ‐172 | ‐33 |
| Adjustments to tax expense/income of prior periods | 1 | ‐10 |
| Total current tax expense, net | ‐171 | ‐43 |
| INCOME TAX EXPENSE/INCOME ‐ DEFERRED | ||
| Related to the current period | ‐3.640 | ‐237 |
| Related to prior exercises (tax losses) | 5.394 | |
| Total deferred tax expense | 1.754 | ‐237 |
| TOTAL CURRENT AND DEFERRED TAX EXPENSE | 1.583 | ‐280 |
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.
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 geographical area. The primary segmentation (Real Estate) reflects the organization of the group's business and the internal reporting supplied by Management to the Board of Directors and to the Audit Committee. There is no secondary segment.
The ATENOR GROUP activity report provides more detailed information on the results and purchases and sales during the reviewed period.
The line "Property, Plant and Equipment" decreased sharply further to the transfer of the BRUSSELS EUROPA building to the heading "Stocks" (‐20.21 million euro), a consequence of the closing of the hotel at the end of December 2011.
The line "Investment Property" recorded until 2010 the LAZER IMMO building that was leased. Further to the end of the lease contract and to the extent that contacts have been made in view of selling this building, it was reclassified under the heading "Assets held for sale".
This heading covers the LAZER IMMO building transferred from the heading "Investment Property" (1.51 million euro ‐ cf. note 9).
The line "Buildings intended for sale" increased sharply under the influence of the acquisitions of the CITY DOCKS and the former Henri FUNCK breweries projects, the finalisation of the acquisition of the TREBEL project, the transfer from the "Property, Plant and Equipment" line of the BRUSSELS EUROPA building (cf. note 9), the development of the construction of the HERMES BUSINESS CAMPUS (Romania), VACI GREENS (Hungary) and UP‐ site complexes taking into account the transfer of two of its blocks of offices, as well as the transfer to Aedifica of the MEDIA GARDENS project.
Background: 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, i.e. the average closing price of the quotes of the 30 days preceding the issue date.
The valuation of these options will be based on the following parameters:
On 1 February 2011, Atenor Group issued a second tranche of 53,200 options on own shares intended for members of Management and 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, i.e. the average closing price of the quotes for the 30 days preceding the issue date.
The valuation of these options will be based on the following parameters:
On 13 January 2012 Atenor Group issued a third tranche of 50,000 options on own shares intended for members of the management and 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 corresponding to the average listing on the stock exchange for the 30 days prior to issue.
The valuation of these options is based on the following parameters (source Banque DEGROOF):
These options must still be the object of an acceptance by the interested parties for 13 March 2012 at the latest.
| In thousands of EUR | ||||||
|---|---|---|---|---|---|---|
| Sums due to related parties | Sums due to the group from related parties |
|||||
| ‐ IMMOANGE share of the group : 50% |
‐ | 12.655 | ||||
| ‐ VICTOR PROPERTIES share of the group : 50% |
‐ | 591 | ||||
| ‐ SOUTH CITY HOTEL share of the group : 40% |
‐ | 4.280 |
It will be recalled that SOUTH CITY HOTEL is a company consolidated by the equity method. Within the framework of the VICTOR project, a partnership was implemented with CFE in order to be able to develop a major mixed project. This partnership (50/50) has led to the consolidation by the equity method of the companies IMMOANGE, VICTOR PROPERTIES and VICTOR ESTATES.
The updated information regarding other related parties are the subject of a note in the annual report. No other important change was made concerning the related parties.
ATENOR GROUP does not use derivative instruments for trading purposes. No new contract was implemented to cover rate hedges or foreign exchange hedges during 2011.
The derivative item (in the current and non‐current liabilities) concerns the fair market value of the "interest rate swaps" acquired by ATENOR GROUP s.a. within the framework of its long‐term financing.
The financial instruments are evaluated at their fair value with variations of value assigned to the profit and loss account, except for financial instruments classified as "Cash flow hedges" for which the part of the profit or the loss on the hedging instrument that is considered as constituting effective cover is entered directly into equity via the consolidated statement of changes in equity.
Insofar as the "Fair value hedge" is concerned, the changes in the fair value of the derivatives designated and categorised as fair value hedges are entered in the profit and loss account, just as the changes in fair value of the asset or liability hedged imputable to the risk hedged.
| MOVEMENTS IN OWN SHARES | Amount (In thousands of EUR) |
Number of own shares |
|---|---|---|
| On 01.01.2011 (average price of 40,60 € per share) | 6.271 | 154.452 |
| Movements during the period ‐ acquisitions ‐ sales |
102 | 3.061 |
| Own shares as of 31.12.2011 (average price 40,46 € per share) | 6.373 | 157.513 |
| Number of shares to obtain in order to cover | Number of shares | |
| ‐ stock options plan 2007 | 47.800 | |
| ‐ stock options plan 2008 | 51.100 | |
| ‐ stock options plan 2009 | 50.600 | |
| ‐ stock options plan 2010 | 46.800 | |
| ‐ stock options plan 2011 | 52.300 |
The number of options of the SOPs from 2007 to 2011 is part of a stock option plan of a total of 300,000 existing shares.
ATENOR GROUP has holdings in companies implementing real estate projects and is also directly involved in real estate promotions.
ATENOR GROUP is faced with the 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 bases of the financial markets, 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 which ATENOR GROUP faces:
‐ In the context of the tax dispute involving what are known as "Liquidity Companies", which could concern more than 700 companies in Belgium, major charges were brought against certain of the Group's former subsidiary companies. These companies had been sold, several years ago, to investors introduced and recommended to ATENOR GROUP by intermediaries and banking institutions of repute.
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.
In certain cases, 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.
More specifically and within the scope of the on‐going judicial procedure regarding « Erasmonde – American Energy », the Council Chamber of Brussels decided late September to refer thirteen companies and natural persons to the Criminal Court, amongst which ATENOR and its CEO. An appeal has been lodged against this decision.
However, on 21 February 2012 and within the scope of the « E. Migeotte / Société Générale (France) » case, the Council Chamber of Turnhout dismissed the charges with regard to ATENOR GROUP and certain of its directors in office at the time of the events.
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 files.
ATENOR GROUP is of the opinion that the claims the Group is facing are unfounded and, consequently, no provision has been made for dealing with these disputes.
On 13 January 2012 Atenor Group issued a total of 50,000 options on own shares intended for members of the Management and the staff.
Stéphan SONNEVILLE s.a., CEO and 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 SA attest that to the best of their knowledge,
AUDITOR
The Statutory Auditor, MAZARS – Company Auditors SCRL represented by Philippe Gossart, has completed the audit work and confirmed that it does not have any qualification with respect to the accounting information included in this press release and that it corresponds with the financial statements as approved by the Board of Directors.
Brussels, 2 March 2012
MAZARS – Company Auditors SCRL Statutory auditor Represented by Philippe GOSSART
1 Affiliated companies of ATENOR GROUP in the sense of article 11 of the Company Code
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