Annual Report • May 9, 2011
Annual Report
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On 31.12.2010
| 2006 | 2007 | 2008 | 2009 | 2010 | |
|---|---|---|---|---|---|
| Net results (group share) | 13.63 | 35.41 | 41.29 | 7.32 | -1.60 |
| Current cash flow (1) | 24.32 | 38.55 | 44.64 | 7.32 | -0.55 |
| Capital and reserves | 75.83 | 103.06 | 125.45 | 117.16 | 100.53 |
| Market capitalization | 167.62 | 208.09 | 191.46 | 178.36 | 168.99 |
(1) Net profits + depreciation, provisions and reductions in value.
The consolidated financial statements were drawn up in accordance with the IFRS standards as adopted in the European Union.
| 2006 | 2007 | 2008 | 2009 | 2010 | |
|---|---|---|---|---|---|
| Capital and reserves | 15.05 | 20.45 | 24.90 | 23.25 | 19.95 |
| Current cash flow | 4.83 | 7.65 | 8.86 | 1.45 | -0.11 |
| Net consolidated results (group share) |
2.70 | 7.03 | 8.20 | 1.45 | -0.32 |
| Dividend | |||||
| Gross Dividend | 1.30 | 2.60 | 2.60 | 2.60 | 2.00 |
| Net ordinary dividend | 0.98 | 1.95 | 1.95 | 1.95 | 1.50 |
| Net dividend (with vvpr strip) | 1.11 | 2.21 | 2.21 | 2.21 | 1.70 |
| Number of shares | 5,038,411 | 5,038,411 | 5,038,411 | 5,038,411 | 5,038,411 |
| 2006 | 2007 | 2008 | 2009 | 2010 | |
|---|---|---|---|---|---|
| List price/book value | 2.2 | 2.0 | 1.5 | 1.5 | 1.7 |
| List price on 31 December | 33.50 | 41.30 | 38.00 | 35.40 | 33.54 |
| Gross return for 1 year | 20.06% | 27.16% | -1.69% | 0% | 2.09% |
| Gross return | 3.88% | 6.30% | 6.84% | 7.34% | 5.96% |
| Net dividend VVPR/list price | 3.30% | 5.35% | 5.82% | 6.24% | 5.07% |
| Net ordinary dividend/list price | 2.91% | 4.72% | 5.13% | 5.51% | 4.47% |
| Glossary | |
|---|---|
| Gross return for 1 year (last closing price + adjusted dividends paid during the last 12 months - first list price for the period) / first list price for the period |
|
| Return | dividend for the last full financial year / last list price |
| Capitalisation | number of shares x last list price of the financial year concerned. |
CONSOLIDATED CAPITAL AND RESERVES CURRENT CASH FLOW
* Belgian Gaaps until 2004, IFRS since 2005 01 02 03 04 05 06 07 08 09 10
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.
| 2-3 | Mission, values & strategy | |
|---|---|---|
| ATENOR GROUP has chosen French as its official | 4-5 | Letter to the shareholders |
| language. Consequently, only the French text is | 6-7 | Major events |
| authentic. The versions in Dutch and English are translations of the French version. |
8-9 | Administration |
| 10-13 | Information to shareholders | |
| Dit jaarverslag is ook verkrijgbaar in het Nederlands. | 14-15 | Atenor Group's know-how |
| Ce rapport est également disponible en français. | 16-17 | Project location |
| 30-47 | Sustainable Development | |
| 48-55 | Corporate Governance | |
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 large-scale 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.
The activity of ATENOR GROUP is real estate development.
For almost 20 years, ATENOR GROUP has accumulated results while continuing to create know-how recognised by the market and has since 5 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.
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 10. They represent an approximative surface of 385,000 m² (without taking into account the project "Les Rives" of which the number of m² still needs to be determined). 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.
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 property promotion.
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.
of in order finally to generate, at the end of a promotion process with a duration of five to six years, the expected internal profitability rate.
The strategic choices that have been made during the last few years are clear: After having concentrated its activities on real estate, ATENOR has positioned itself as an urban promoter since 2006. While "sustainable development" has slowly gone from a "fashionable concept" to an "unavoidable necessity", ATENOR had already started up the discussion about the meaning to give to its activity – as a real estate promoter, a profession moreover that is very often disparaged! The place for its activity will be the city, more specifically the capital cities, because this is where the major stakes of our civilisation will crystallise in the next few years. Our approach will be to propose projects likely to make a positive contribution to resolving the challenges with which cities are confronted: demographic growth, social cohesion, financial equilibrium, environmental footprint; in short, the cities of today absolutely must carry out sustainable development in a context of demographic growth. Our action will hinge upon the concepts of density – a concentration of population and activities – as well as mixed functions, public spaces, and architectural and environmental qualities.
On the basis of these choices we have adapted our acquisition policy and our skills, more concretely still in the course of this year, 2010.
At this time there is no work, no policy discussion, no statistic that has failed to confirm the relevance of our choices. The major office projects must be built around multi-modal transport centres and provide for a share of mixed functions; cities can try verticality on condition that this verticality supports other characteristics to the benefit of the community.
This is how our urban world is evolving, as you will be able to read in particular through the different news reports in the second edition of our "Divercity" magazine attached to the Annual Report.
This is also our portfolio of projects in development, as described in the Activities Report also attached to the Annual Report.
The most emblematic of our projects, the standard bearer of our strategic choices, is certainly the UP-site project: ATENOR obtained the urban planning permit in June 2010 and immediately started the construction works. This mixed urban project located in Brussels by the canal concerns 30,000 m² of offices, 13,000 m² of which have already found potential tenants, and more than 47,000 m² of residential units. The future residential tower, which will rise up 140 m high, is already confirmed as the land mark of this quarter undergoing total redevelopment. The construction and the delivery of the pre-sold/preleased buildings should contribute especially positively to the profits for 2011, proposing new validation of the economic model described above.
But let us nonetheless be fair: we also made the choice of geographical diversification. Today we have to acknowledge that the timing of the investments in Hungary and Romania has not turned out to be opportune, reminding us with relevance that an investment policy in real estate promotion must often be envisaged as counter-cyclical. Even though the economic situation of these countries remains depressed, we nonetheless will recall that these investments were made while complying with the fundamental criteria that have always guided our acquisitions: excellent location, ability to complete the project in phases, and effective design.
Through these criteria we are in a position of being able to put competitive buildings on these difficult markets.
Taking into account its two recent acquisitions, ATENOR has a portfolio of projects concerning more than 500,000 m². This is a matter of a doubling in size in a few years, which puts ATENOR, in a differentiated way, among the top Belgian actors in real estate promotion. The validation of the economic model at the base of our value creation process and the relevance of the strategic choices justify this strong growth; but this growth is also, in part, the cause of our being in the red for the year 2010. The adaptation of the skills has led to an increase in the general recurring expenses in addition to the costs of restructuring; the increase in financial resources, through the 75 million euro bond issue in 2010 weighed on the Group's financial costs, while the corresponding income from the projects in the portfolio will appear only at a later stage.
ATENOR GROUP ended the 2010 financial year with a net negative result of -1.6 million euro. The operational earnings (EBIT), however, are positive (€ 3.48 M), carried by the sale of the two office parts (Fonsny 13,200 m², Broodthaers 17,700 m²) of the SOUTH CITY project in Brussels, in which ATENOR GROUP held 40%.
As limited as this loss is, it nonetheless is the first time in six years that the Group has not realised a positive result.
On the one hand, this result recalls that ATENOR is active in a cyclical market dependent upon exogenous unexpected turns of events. In this regard, we think that the low point of the economic cycle was reached in the course of 2010, in all the markets in which we are represented both geographically and operationally.
On the other hand, a negative result is the occasion for calling into question the economic model that emerges from the real estate promotion activities as ATENOR carries them out, or even to wonder about the relevance of the strategic choices that have been made in the last few years.
The sale of the SOUTH CITY project validates the economic model of ATENOR without reservations: acquired under reasonable conditions in 2006, this project was the object of an urban planning permit application in 2007 optimising the use of the authorised office space.
The permit was obtained in 2008 at the end of regular follow-up of the different administrative steps required; the works immediately started were monitored by our project management teams in order to ensure compliance with the budgets, the quality of execution and the schedule planned, to end, by block, between December 2009 and November 2010. In the meantime, in the course of construction, each block found a top quality tenant in an extremely competitive market. It should be noted that the sale of the project constituted the largest transaction made on the Belgian market in 2010.
The genesis of SOUTH CITY illustrates well the value creation generated by ATENOR: at each stage of the promotion, special skills were taken advantage In this spirit, the Board of Directors will propose to the General Assembly the payment of a dividend of € 2.00, down in comparison with the previous year, but nonetheless offering a gross return on the order of 6.05% on the basis of a price of € 33.05 as at 28 February 2011. Through this proposal, the Board of Directors is drawing the attention of the investors to the risks and the cyclical nature of ATENOR GROUP, while confirming its confidence in the favourable prospects for the Group.
As you will be able to read in the Annual Report, ATENOR is firmly taking its place in good corporate governance by following the laws, regulations and recommendations on the subject issued by the authorised bodies. Within this framework as well we are proposing that the General Assembly appoint Ms Nadine Lemaître as an independent Director. We are convinced that Ms Nadine Lemaître will provide added value to the Board of Directors and will contribute to ensuring its correct operation.
Finally, we will finish by thanking all the employees of ATENOR who, through their daily work and their enthusiasm, underpin the growth of ATENOR and are skilfully preparing for the results of tomorrow.
Stéphan SONNEVILLE s.a. CEO
Frank Donck Chairman of the Board of Directors
Conclusion of an agreement for the acquisition of rights on the building located at the corner of Rue Belliard and Rue de Trèves in Brussels, formerly the headquarters of
the BACOB.
Brussels Europa
In 2010, continuation of the hotel activity. Contacts follow-up with the regional and European authorities with a view to incorporating the project into the LOI urban landscape.
In the course of the year 2010, the construction of the second part of the MEDIA GARDENS project continued, with a view to delivery in May 2011 (block of 75 apartments sold to the sicafi (fixed capital real estate investment trust) Aedifica).
June Transfer of SOUTH CITY OFFICE FONSNY to INTEGRALE-OGEO FUND.
Signing of the lease with SNCB Holding to let 13,500 m² in the FONSNY building.
Provisional delivery of the FONSNY building and making it available to SNCB Holding.
Transfer of SOUTH CITY OFFICE BROODTHAERS to ALLIANZ.
July Obtaining of the Building Permit for Building A.
September Obtaining of the Building Permit for Buildings B & C.
November
Press conference to launch the project, with local political leaders in Hungary, and the Ambassador of Belgium.
Concluding of a contract for the general contracting with
December CFE Hungary.
Issuing of the Building Permit by the City of Brussels.
Press conference to announce the details and new visuals of the project to the market.
New Branding: PREMIUM becomes UP-site.
Further to a Region-City agreement, a regional development plan (SAR) perimeter should soon be adopted and will allow the submission of an application for a Building Permit.
December
Submission of the application for an urban planning permit.
2010 marked the signing of various lease agreements.
Inspection and acceptance of the buildings by COMMERZ REAL.
Hermes Business Campus
January
Obtaining of the Building Permits.
October
Launch of the marketing of the first phase marked by a
press conference.
(at the end of the Ordinary General Assembly of 22 April 2011)
| Name | Titel | Expiration of term |
|---|---|---|
| Mr Frank Donck | Chairman (2) | 2012 |
| Stéphan Sonneville s.a. | Managing Director (1), | 2013 |
| represented by | ||
| Mr Stéphan Sonneville | ||
| Prince Charles-Louis d'Arenberg | Director (3) | 2012 |
| Baron Luc Bertrand | Director (2) | 2012 |
| Mr Marc De Pauw | Director (2) | 2012 |
| Mr Regnier Haegelsteen | Director (2) | 2012 |
| Luxempart s.a. | Director (2) | 2013 |
| represented by | ||
| Mr François Tesch | ||
| Sogestra sprl | Director (3) | 2014 |
| represented by | ||
| Mrs Nadine Lemaitre | ||
| Mr Philippe Vastapane | Director (2) | 2012 |
(1) executive / (2) non-executive / (3) independent
| Prince Charles-Louis d'Arenberg | Chairman of the Board of Directors of Belgocontrol |
|---|---|
| Baron Luc Bertrand | Director and Chairman of the Executive Committee of Ackermans & van Haaren |
| Mr Marc De Pauw | Managing Director of Sofinim |
| Mr Frank Donck | Managing Director of 3D s.a. |
| Mr Regnier Haegelsteen | Chairman of the Executive Committee of Banque Degroof |
| Mrs Nadine Lemaitre | Chairman of GDF Suez University and Professor at Solvay Business School |
| Mr François Tesch | Managing Director of Foyer s.a. and Luxempart s.a. |
| Mr Philippe Vastapane | Managing Director of Alva s.a. |
Name Titel Stéphan Sonneville for Stéphan Sonneville s.a. Managing Director, C.E.O. Chairman of the Executive Committee Sidney D. Bens Chief Financial Officer Laurent Collier for Strat-Up sprl Executive Officer William Lerinckx for Probatimmo bvba Executive Officer Olivier Ralet for Olivier Ralet BDM sprl Executive Officer
(at the end of the Ordinary General Assembly of 22 April 2011)
| 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 |
(at the end of the Ordinary General Assembly of 22 April 2011)
| Mr Regnier Haegelsteen | Chairman |
|---|---|
| Baron Luc Bertrand | Member |
| Mr Frank Donck | Member |
| Luxempart s.a. represented by Mr François Tesch | Member |
The Group's major shareholders have included the following companies:
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 drawn up in November 2006 for a period of five years, thus guaranteeing favourable conditions for the Group's growth.
On 31 December 2010, the structure of shareholding is as follows:
| Number of shares |
Holdings% | of which shares forming part of the joined shareholding |
|
|---|---|---|---|
| TRIS n.v. (1) | 604,880 | 12.01 | 604,880 |
| SOFINIM n.v. (1) | 604,880 | 12.01 | 604,880 |
| Luxempart s.a. (1) | 523,500 | 10.39 | 505,000 |
| ALVA s.a. (1) | 504,880 | 10.02 | 504,880 |
| Stéphan Sonneville s.a. (1) (2) | 259,818 | 5.16 | 150,500 |
| Sub-total | 2,497,958 | 49.59 | 2,370,140 |
| Own shares | 154,452 | 3.06 | |
| Public | 2,386,001 | 47.35 | |
| Total | 5,038,411 | 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, on the date of entry into effect of the aforementioned law, more than 30% of the securities with voting rights.
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.
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.
Further to the division of the share dated 4 May 2006, ATENOR GROUP has not conducted the printing of new shares.
According to the current article 12 of the statutes, the transfer operations on the register of shareholders are suspended the day of the General Assembly of the shareholders and during the eight days that precede it.
The registered shares are converted into dematerialised shares by striking off the enrolment in the register of shareholders and by the registration of the shares on share accounts.
For the registered shares, the names and addresses of all the shareholders or persons entitled to a right of usufruct or of pledge are recorded in the register of shareholders.
Shareholding
The dividend proposed to the General Assembly of 22 April 2011 will amount to €2.00 gross, that is a net dividend after withholding (25%) of €1.50 per security and a dividend net of withholding (15%) of €1.70 per security accompanied by a VVPR strip. Subject to the approval of the Ordinary General Assembly, the dividend will be paid out as from 29 April 2011.
The financial service of ATENOR GROUP is provided by Degroof Bank (designated as main paying agent), Dexia Bank (as co-domicile) or any other financial institution.
Banque Degroof (Main paying agent)
Rue de l'Industrie, 44 in 1040 Brussels
Banque Dexia (Co-domicile)
Boulevard Pachéco, 44 in 1000 Brussels
The payment to the registered shareholders will be made by bank transfer as from 29 April 2011.
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 backto-back with a market stimulation package.
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.
| Ex date | 26 April 2011 |
|---|---|
| Record date | 28 April 2011 |
| Payment date | 29 April 2011 |
| 22 April 2011 |
|---|
| Dividend payment (subject to the approval of the GM) 29 April 2011 |
| 19 May 2011 |
| 31 August 2011 |
| 18 November 2011 |
| 1 March 2012 |
Number of securities on 31 December 2010: 5,038,411
| 2006 | 2007 | 2008 | 2009 | 2010 | |
|---|---|---|---|---|---|
| Maximum price (€) | 34.00 | 44.95 | 54.49 | 42.45 | 40.22 |
| Minimum price (€) | 22.51 | 33.21 | 34.75 | 33.00 | 31.55 |
| Price on 31 December (€) | 33.50 | 41.30 | 38.00 | 35.40 | 33.54 |
| Average daily volume traded | 5,312 | 3,719 | 2,687 | 1,860 | 1,792 |
| Market capitalization on 31 December (in millions of €) | 167.62 | 208.09 | 191.46 | 178.36 | 168.99 |
| Market | on a continuous basis |
|---|---|
| Stock Exchange | NYSE Euronext Brussels |
| ATENOR GROUP share | ISIN BE 0003837540 |
| Strip VVPR ATENOR GROUP | ISIN BE 0005602736 |
| Total number of shares conferring a voting right | 5,038,411 |
| Total number of voting rights (denominator) | 5,038,411 |
| Number of VVPR strips on 31 December 2010 | 1,136,485 |
| List price of the share on 31 December 2010 | € 33.54 |
| List price of the VVPR strip on 31 December 2010 | € 1.10 |
To respond to the numerous changes in the real estate property market, ATENOR GROUP invests in large-scale projects that meet very strict criteria concerning the choice of site, technical quality, investment costs and potential for lease or sale. The implementation of this strategy goes through five major steps, which are organised differently depending on the nature of the project.
The acquisition phase reveals the developer's "flair", the ability to sense the location and the type of building that will interest the market a few years later. But in order to succeed in the long term, this intuitive approach must be validated by prospecting, collecting information and performing a very refined analysis of the trends. Once the plot of land has been identified, a phase of financial and legal negotiations begins, in the light of which the professionalism of the real estate promoter is assessed. The developer's must fully understand all the parameters of the plot identified in order to acquire it at the best possible conditions.
When the permits have been obtained, the work on the plot of land can start. This phase of construction most often begins with pollution control and/or asbestos removal work, demolition and finally building. In order to execute these works correctly, ATENOR GROUP calls upon general contractors who in turn have recourse to numerous sub-contractors chosen by calls for tender.
The Project Manager then acts to manage the development of the construction site and the work of the general contractor. This regular monitoring is expressed concretely in weekly construction site meetings and site tours. During the orchestration of this essential stage, the Project Manager will have to demonstrate talent and know-how to keep to all the deadlines and guarantee the correct execution of the project.
The design phase calls for technical, legal, architectural and financial skills. It consists of imagining a building on the plot and optimising its existing potential. This phase, which involves an excellent grasp of the market developments, requires a translation of the understanding of the needs expressed by the cities and urban planning authorities into concrete form. In this spirit, the choice of the architect and the consultancy proves to be crucial in order to make the ideas expressed within ATENOR GROUP a reality. Then a Project Manager qualified to carry the project through to delivery must be appointed. During this phase feasibility studies including estimates of the construction costs will also be refined and calculated in figures.
Impossible to avoid, this phase takes place as soon as the basic design is complete. The Project Manager then coordinates the development of the different case files in order to initiate the submission of the various requests for permits to the competent authorities: asbestos removal, demolition, environmental, construction, etc.
During this stage, each permit application follows highly regulated procedures and fixed time periods. These time periods are used to continue the technical studies. During this period the case files can still be modified depending on the deliberations of the Consultation Committees, the results of public surveys and the dialogue with the local inhabitants.
The developer's objective is not to keep all its projects in its portfolio but rather to express the added value created by selling them at the best possible price. Depending on the economic trends, the marketing and sales phase can begin more or less early on. Some projects will thus be sold before the pick strikes the ground, others in the course of or at the end of the design phase. At the same time, projects may also be rented before or after their delivery. This more commercial facet of the real estate promoter's activity also necessitates excellent financial and legal mastery of the sector. A skilful mixture of financial data and legal concerns, this stage has to do above all with negotiation.
Since a few years, ATENOR GROUP invests in largescale real estate projects that meet very strict criteria concerning the choice of site.
Les Rives
BRUSSELS
Belgium (Brussels and Namur), in the Grand Duchy of Luxembourg but also in the countries of Central Europe like Hungary and Romania.
With its wealth of experience, the Group always takes care to partner with the major urban improvement plans led by the cities and the regions: the European, North and Midi districts in Brussels, Pipera in Bucarest, Váci Corridor in Budapest, …
Port du Bon Dieu Victor
Váci Greens
Located in the administrative district of Pipera, in the north of Bucharest, the Hermes Business Campus real estate complex benefits from an exceptional location along the Dimitri Pompeiu Boulevard. Accessible via road and public transport, the real estate complex is located opposite a major metro station and adjoins the road axis connecting the outskirts to the international airports of Banesasa and Otopeni.
To bank on the construction of buildings that are competitive in terms of planning, location and technologies used (Grade A = international efficiency), ATENOR GROUP has set up a local team and is working in close collaboration with the Romanian architectural firm B23T International Architectural Services srl.
At the end of constructive negotiations with the authorities, the Romanian company NGY (100% subsidiary of ATENOR GROUP) already obtained an urban planning permit in January 2010 for the building of a complex of more than 78,000 m² with all the modern conveniences that can be implemented in three phases. In the end, these procedures will also lead to obtaining BREEAM certification. The initial infrastructure works of the first phase of the project have already begun.
| Location | Blvd Dimitri Pompeiu, 2nd District, |
|---|---|
| Project | Bucharest, Romania Construction of office buildings |
Architect B23T International Architectural Services srl owner NGY Propertiers Investment srl START of works Course of 2010 (1st phase) End of works Beginning of 2012 (1st phase)
Convinced by the dynamism of the Romanian capital, ATENOR GROUP is now backing the development of a complex of office buildings and commercial spaces with nearly 78,000 m² in the heart of Bucharest.
In October 2005, ATENOR GROUP purchased island C located in the Midi railway station district, along Avenue Fonsny, at the corner of the future Place Marcel Broodthaers. Its objective: erect a mixed complex (offices, commercial spaces and luxury hotel) on 40,010 m².
| Location | Rue Fonsny, Brussels-Capital Region, Belgium |
|---|---|
| Project | Real estate complex: offices, commercial spaces and hotel |
| Size | 40,010 m² |
| Architects | A2RC and Bureau d'Architecture / M. & J-M. Jaspers – J. Eyers & Partners |
| owners | South City Office Fonsny, South City Office Broodthaers and South City Hotel |
| START OF WORKS End of 2007 | |
| End of works | Phase 1 – Fonsny Building – delivered in December 2009 Phase 2 – Broodthaers Building – End of 2010 Phase 3 – Hotel – March 2011 |
On the outskirts of the Midi HST station, the presence of offices, the establishment of shops and the enhancement of the public space will bring animation, a social life and more mixing, mobility and urban safety to the district.
Initiated in 2007 with the signing of a longterm lease of 27 years with SMALS (inspection and acceptance of the "Fonsny" building in December 2009), the leasing campaign was closed as at 30 June 2010, by the complete transfer of the South City Office Fonsny project to Integrale and OGEO fund.
Property of South City Office Broodthaers s.a., the second office building called Broodthaers was let in full to SMALS and to SNCB Holding (leased on behalf of Infrabel for 13,448 m² + 87 m² of commercial areas) before being transferred to the ALLIANZ group as at 20 December 2010.
The 142 room hotel – which is now the object of an operating contract (for 20 years) by the REZIDOR group under the PARK INN brand – opened its doors in March 2011.
Brussels, Belgium
Located along the Willebroek Canal, the UP-site real estate project provides for the building of a mixed complex of housing units, offices and shops around a very high-quality public area. In June 2010, the first building permits were obtained, which made it possible to start the foundation works and to appoint the general contractor (the joint venture BPC – VALENS – UP-site). The latter started up the construction works in March 2011.
| Location | Between the Quai des Péniches, the Place des Armateurs and the Quai de Willebroek, Brussels-Capital Region, Belgium |
|---|---|
| Project | Mixed complex of housing, shops and offices |
| owners | Atenor Group s.a. and its subsidiaries |
| Size | ± 80,000 m² |
| Architects | Ateliers Lion Architectes-Urbanistes (Paris) and A2RC Architects (Brussels) |
| START OF works | Asbestos removal and demolition: 2008 Beginning of infrastructure works: July 2010 Beginning of construction works: April 2011 |
| End of works | Starting in 2014 |
Located in the future Brussels "place to live", the UP-site project hinges on three distinct entities: a 140 metre high tower with an emblematic architectural design (252 apartments), a set of terrace buildings (106 apartments) of a more modest scale along the water, and an enormous and comfortable office complex. Established by the canal, shops and local facilities will also contribute to the new dynamism of the area.
In phase with the objectives of the "Willebroek" Regional Land Development Plan (PPAS), the UP-site intends to contribute to the functional mixing of the district, increase the urban density, devise sustainable development that is compatible with the environment, enhance the public spaces and increase the architectural quality of urban building.
A long-term lease contract has already been concluded with SMALS for an area of 6,300 m² of offices. An offer to purchase and to sell has been signed with UNIZO/SVMB in addition, concerning an area of 6,288 m² of offices.
Situated in the heart of the European district, the Europa real estate project fits in with a logic of redevelopment of a district marked by more mixing of functions and friendliness. Entrusted to the architectural and urban planning firm Archi+ I, the project is reliant upon the evolution of the PUL (Périmètre Urbain Loi, the Rue de la Loi redesign project).
| Location | Rue de la Loi and Chaussée d'Etterbeek, Brussels-Capital Region, Belgium |
|---|---|
| owner | Brussels Europa s.a. |
| Project | Mixed complex of shops and offices |
| Size | 30,000 m² |
| Architect | Archi+I |
| START OF works | Starting in 2013 |
| End of works | Starting in 2016 |
In 2005, ATENOR GROUP purchased the hotel Crowne Plaza Brussels Europa located in the heart of the European district. Objective of the operation: in the end, reconvert the hotel into a high-quality mixed real estate complex.
In 2007, the Brussels-Capital Region and Europe set up an architecture competition (won by the French architecture and urban planning firm "Atelier Christian de Portzamparc") in order to define a new city skyline. Objective: promote the international visibility of Brussels (luxury offices) while humanising its European district (housing and shops).
In phase with the Master Plan, ATENOR GROUP proposed the design of two distinct projects: the construction of a large-scale complex and another, less high, in conformity with the current urban planning prescriptions. In this spirit, special attention was also given to the improvements of facilities and public spaces.
Submitted in December 2008, in 2010 the urban planning permit was the object of an abstention by the Consultation Committee.
| Location | Chaussée de Louvain, Brussels, Belgium |
|---|---|
| Project | Set of residential units |
| owner | IDM A s.a. |
| Size | 28,700 m² |
| Architect | A.R.T.E.R. (Formerly B.O.A.) |
| START OF works | October 2009 |
| End of works | May 2011 |
| Location | Space called "Port du Bon Dieu", Namur, Belgium |
|---|---|
| Project | Package of residential units |
| owner | Namur Waterfront |
| Size | 30,000 m² |
| Architects | Montois Partners Architects & l'Atelier de l'Arbre d'Or |
Through its architectural and environmental quality, the "Port du Bon Dieu" (30,000 m²) emphasises the incorporating of high-quality building into an urban environment marked by the presence of water and the natural world.
Located in the heart of a district marked by numerous local shops, restaurants and the major media (RTBF, VRT and RTL), the five buildings of the MEDIA GARDENS project meet the new expectations of city dwellers looking for human friendliness and sustainable mobility.
ATENOR GROUP proposes – via its subsidiary I.D.M. s.a.* – the development of an enormous residential project on the Chaussée de Louvain, a few steps from Place Meiser. Established on a 1.25 ha plot of land, in immediate proximity to public transport, the MEDIA GARDENS project concerns the construction of five buildings including 282 residential units, supplemented by shops and 276 parking spaces.
The first of the five buildings has already been sold to the sicafi Aedifica. Before this closed-end real estate investment company can incorporate it into its assets, ATENOR GROUP (developer of the MEDIA GARDENS project) will take on the whole of the construction up to its provisional acceptance.
Established on the banks of the Meuse, on a former industrial site, the "Port du Bon Dieu" is poised to become the setting for a luxury residential complex of around 30,000 m². Near the river, the major road routes and public transport, the project benefits from exceptional accessibility and an exceptional location.
The architectural firms Montois Partners Architects and l'Atelier de l'Arbre d'Or (Namur) conceptualised the project, taking full advantage of the most relevant ecological elements. In this regard, the project hinges on bringing out the role of the water, the incorporation of green spaces and the rigorous choice of sustainable construction techniques.
In order to guarantee the future inhabitants a pleasant place to live, the project is developped around friendly and welcoming interior gardens.
The construction works of the first phase of the project pre-sold to AEDIFICA (a block of 75 apartments, of 6,947 m²) is continuing in conformity with the schedule. Provisional delivery is planned for May 2011.
In 2010, the debate between the City and the Region concerning the density of the project slowed down its development somewhat.
*Immobilière des Deux Maisons s.a.
Brussels, Belgium
Located in a renovating district, in immediate proximity to the HST terminal, the VICTOR project meets the needs for a densification of offices, residential units and shops around an international railway station. A standard bearer for the urban planning quality of the capital, this complex of three emblematic towers will offer a dynamic showcase to all visitors coming out of the railway station. The building permit application was submitted in December 2010.
| Location | Rue Blérot – Place Victor Horta, Brussels, Belgium |
|---|---|
| Project | Mixed complex of offices, commercial spaces |
| owners | Victor Estates s.a. & Victor Properties s.a. |
| Architects | Atelier Christian de Portzamparc (Paris) and Bureau d'Architecture M. & J-M. Jaspers – J. Eyers & Partners |
| START OF works | Will depend upon obtaining the permit, at the earliest in 2012 |
Coming from the merger of different real estate projects (ATENOR GROUP and CFE), the real estate perimeter of the VICTOR project offers a foundation of 7,500 m² in the island bordered by the streets Rue Blérot (part of Place Horta), Rue Bara and Rue Paul-Henri Spaak.
Attentive to the sustainable dimension of cities, the VICTOR reinforces the idea of a coherent and flourishing "Midi Centre". At the intersection of the HST and the tram, bus and metro networks, this district is, moreover, the only Brussels business district that benefits from true multi-modal mobility.
Entrusted to the French architectural firm "Atelier Christian de Portzamparc", the current project reconciles budgetary rigour, aesthetic requirements and architectural quality. In this spirit an urban planning permit application was submitted at the end of December 2010, for the building of an iconic and structuring project that meets the expectations of the public authorities.
Located near the Danube and the roads entering the city, the Váci Office Corridor is ideally served by the public transport network. A spearhead of the new Hungarian dynamism, this business district benefits in addition from an urban development plan based on a harmonious and balanced establishment of offices, shops
and residences.
Adapted to the expectations of the local real estate market, the various buildings of the Váci Greens project will be built in phases and commercialised separately. Modular and designed according to the standards of sustainable building, in addition these BREEAM certified buildings will offer responses to facilities tailored to the demands of leasing to multiple tenants or to one single tenant.
Budapest, Hungary
In July and September 2010, the three Hungarian companies (subsidiaries of ATENOR GROUP) charges with the implementation of the project, had the satisfaction of obtaining the permits for the construction, in three phases, of a complex of more than 55,000 m². The demolition works and the site preparation have been completed and the consultation for the building of the first phase is in the process of finalisation. Negotiations concerning the marketing of the buildings are also being carried out with "major occupants".
| Location | Váci ut, 13th District, Budapest, Hungary |
|---|---|
| Project | Construction of office buildings |
| Size | Phase 1 - 56,000 m² |
| Architect | TIBA Epitesz Studio Kft (Budapest) |
| ownerS | Drews City Tower Kft & City View Tower Kft |
| START OF works | January 2011 |
| End of works | Starting in May 2012 |
Within the scope of its Hungarian operations, ATENOR GROUP chose Budapest to initiate its Váci Greens project. Built along the Váci Corridor, the office buildings will rise up in one of the most dynamic and trendy business districts of the capital.
| Corner of Rue Belliard and Rue de Trèves in Brussels |
|---|
| Complex of offices |
| 17,000 m² |
| M. & J.-M. Jaspers - J. Eyers & Partners |
Brussels, Belgium
In November 2010, ATENOR GROUP concluded an agreement for the purchase of a building (the former headquarters of BACOB) located in Brussels, at the corner of Rue Belliard and Rue de Trèves.
A choice location
Ideally located along Rue Belliard, at the end of the visual prospect of the esplanade facing the European Parliament, the current building totals around 17,000 m² of offices erected on a plot of more than 40 ares.
The TREBEL project specifically meets the strategic criteria aimed at by ATENOR GROUP. Thus its location in an environment with lasting potential as well as its excellent accessibility by public transport advantageously complement its other assets: mixed used, the conviviality of the public space, and the architectural and environmental qualities.
Exceptional potential
ATENOR GROUP will go deeper into the different scenarios that can be envisaged with the Jaspers architectural firm within the shortest possible period of time. In the end, the project will concern the reconstruction of a new complex making it possible to make the best strategic use of this spot at the heart of the European institutions.
At the beginning of 2011, ATENOR GROUP acquired 100% of the capital of the limited company "SA Immobilière de la Petite Ile". As its principal asset the company holds the industrial buildings on a ± 5.40 ha parcel of land in Anderlecht, by the Willebroek Canal. The buildings are rented until 2012.
The entire area known under the name "Les Rives" has already been the subject of an advanced and relevant urban planning review by the architect Philippe De Bloos. Within the
Brussels, Belgium
perimeter of a proposed land-use designation plan (PPAS) initiated by the commune of Anderlecht, the project will be subjected to study in the near future.
With its strong urban planning approach, ATENOR GROUP intends, starting now, to launch a constructive and transparent dialogue with the local and regional authorities. Objective: clean up and reconvert this area within a coherent urban planning allocation, in agreement with the future needs of a metropolis concerned with sustainable development.
Located in Anderlecht, on the banks of the Willebroek Canal, the project "Les Rives" is fully in line with a dynamic of sustainable urban development. For ATENOR GROUP, this is a major investment that could considerably increase its level of activity in the Brussels Region.
Economic / Ecological / Social and societal dimensions
Where real estate promotion is concerned, the logic of sustainable development consists in reconciling social and human necessities with economic progress that is better shared, and better respect for the ecological balance.
For ATENOR GROUP, taking this new paradigm into account both upstream and downstream from real estate projects will make it possible to build cities that are adapted to the needs of future generations.
The economic sector of construction and housing is directly concerned with these challenges. What is at stake is simultaneously the impact of structures on the environment, and providing everyone with the better way to live that a well-designed home contributes. ATENOR GROUP's mobilisation of new technologies, know-how and products contributing to these objectives is consequently strengthening its competitiveness in the long term.
As an actor in the city, the group's responsibility is leading it to incorporate the social dimension into the initiatives and the projects that it implements. This involvement makes it possible to mobilise the inhabitants, whose commitment is essential in implementing certain policies (modal transfers for transport, energy savings, selective waste sorting, controlling water consumption, etc.). It also fosters the implementation of economic development strategies for purposes of social re-skilling, especially in disadvantaged neighbourhoods.
Designing and implementing a project from the point of view of sustainable development essentially means motivating the choices taking into account those who live "around" and those who will live "after". For ATENOR GROUP, it is consequently important to take the opinions of all the stakeholders into consideration during the development of a project.
Moreover, the concept of sustainable development incorporates problems coming from varied disciplines, such as regional development, urban planning, architecture, engineering, sociology and economics. To speed up the shift in practices, the different operators in a project must innovate in their methods, cooperate at all stages of project development, and above all create a common culture and a common "language".
Sustainable development is a process that reconciles ecological, economic and social factors and establishes a virtuous circle between these three poles: it is a process economically efficient, socially fair and ecologically sustainable. It is respectful of natural resources and ecosystems. It guarantees economic effectiveness without losing sight of the social purposes of development: fighting against poverty, inequality and exclusion and looking to fairness.
"By definition, real estate is "sustainable" in and of itself. Today's structures will mark the environment of future generations for a long time to come."
In the spirit of this new hand of cards, urban planning constitutes a priority challenge in several regards. It makes it possible to improve the comfort and the quality of life of the inhabitants, to reduce greenhouse gas emissions, to conserve our resources and to lay the groundwork for creating a range of housing that satisfies people's needs.
Developing sustainable cities, however, involves acting on all the levers that urban agglomerations have, with regard to urban planning, construction, and transport as well as the management of urban services (water, improvements, energy, waste disposal, etc.).
In order to activate the lever of sustainable development, consequently, it is important to bypass the sectoral compartmentalisation of public and private action to promote an integrated approach to sustainable development at local level. For ATENOR GROUP, this approach makes it possible to create synergies between different policies and projects in order to produce more effects than if they were implemented in isolation.
Especially since specifically in the field of construction, the idea of sustainable development finds a special echo: by definition, real estate is "sustainable" in and of itself, and today's structures will mark the environment of future generations for a long time to come.
1 GRI - Global Reporting Initiative
In order to give encouragement and to communicate clearly about a sustainability approach, the GRI (Global Reporting Initiative) reference framework makes it possible to have, at world level, a set of shared concepts, a coherent language and the same system of measurement. This tool supplies organisations of every size, in every place and every sector, a reliable and credible framework for their sustainable development reporting. Information: www.globalreporting.org
2 Sources: Belgian Building Research Institute / IBGE-BIM / Association for the Promotion of Renewable Energies
With a concern for sustainable economic development, ATENOR GROUP is collaborating closely – for its Hermes Business Campus and Váci Greens projects – with partners chosen in Bucharest (Romania) and Budapest (Hungary).
To grasp the local sensitivities and the urban development plans of Bucharest, the ATENOR GROUP Romania branch - consisting of a local team - is working especially with the Romanian architectural firm: B23T International Architectural Services srl. At the end of a constructive dialogue with the Romanian authorities, the Group thus obtained an urban planning permit in January 2010.
In Budapest, ATENOR GROUP Hungary has partnered with the architectural firm TIBA Epitesz Studio Kft (Budapest) in order to adapt to the expectations of the local real estate market. This collaboration has already led to obtaining permits and to negotiations concerning the marketing of buildings with "major occupants".
Until a short while ago, the understanding and the economics of construction were essentially governed by considerations relating to functionality, security and safety, comfort, and the amount of the initial investment. Today the principles of sustainable development are leading us to think in longer time spans, to take into account new criteria of quality and the operating costs for later.
Concerning economic performance, the guidelines for sustainable development reporting in the global reporting initiative (GRI)1 stress the financial implications for companies and activities connected with climate change. In this spirit, the energy performance of projects for building housing, offices and shops that we are initiating constitute a major challenge (42% of energy consumption). For ATENOR GROUP, a building must be grasped as an overall whole starting from its design, with regard to its multiple interactions with its occupants, but also with its environment2.
On the subject of sustainable building, all the stages in the life cycle must be considered: the choice of equipment and the structural work as well as the behaviour of the users have a share that is similar and just as important in the success of the approach.
In 2005, ATENOR GROUP acquired the Crowne Plaza Brussels Europa hotel located in the heart of the European quarter. With a concern for economic dynamism and sustainable growth, ATENOR GROUP intends in the long run to reconvert the hotel into a high-quality mixed real estate complex that conforms to the current urban planning regulations: use of sustainable technologies, collaboration with the local economic actors, creation of new jobs, priority to densification, presence of friendly public spaces, mixed functions (housing, offices, shops), etc.
resources (energy, water); management of the wastes; the protection of the structures against risks (natural, technological, fire, etc.) and the relationship with space (urban planning, transport and regional development).
The guidelines for reporting on sustainable development in the GRI also stress the financial implications of the expenditures made with the local suppliers on the principal operational sites. These guidelines also focus on the procedures of local hiring and the impact of the investments on infrastructures and public services.
The transition from "the product economy" to "the service economy" is another key success factor for improving the performance of the three pillars (economic, environmental and social) of sustainable development. In the case of the installation of a heating system for example, "the product economy" comes down to the choice of equipment and of energy source, while "the service economy" consists in guaranteeing a level of heating comfort (for example 20°). In the second case, special attention is also given to the intrinsic structure of the building (especially where the insulation is concerned) in order to reduce its consumption of energy.
The benefits of such an approach are very clearly identified in large-scale buildings, supporters of urban densification and intended for a large number of users. At the time a high-rise building is designed, for example, it is possible to put in place a high-performance system to recover rainwater. The quantity of water from the public network saved in this way depends on the number of users.
In this particular case, it is advisable in particular to consider the whole life cycle of buildings: design and construction, use, renovation. Consequently, for real estate promoters it concerns handling multiple aspects in a systemic economic approach, taking into account the health of the inhabitants (quality of the interior air and the water, noise, materials); saving of In Brussels, Namur, Luxembourg, Budapest and Bucharest, enormous construction sites of buildings started by ATENOR GROUP have opened the way to the creation of numerous jobs that cannot be delocalised. Within this dynamic, the group's activities give rise to the promotion of competences and of innovations with high added value (research consultancies, architects, materials, components and procedures).
Up-site
Attentive to the sustainable management of energy, the project will benefit from the efficiency of new office/residence technological synergies, from the installation of photovoltaic panels, from a cogeneration system (heating) and from the use of canal water to improve the energy performances of the buildings. Designed according to the most demanding standards for sustainability, the apartments are going to generate energy savings of 30% in comparison with the standards, that is E = 70. The orientation of the tower has been specially designed to avoid the nuisances of the wind (noise, air currents) and the sunshine (projected shadow).
territory, the city is facing with multiple changes. To the problems of transport, housing, and irrational consumption of the territories are added the incompatibility of our current development model with the climate challenges and the management of natural resources.
For the real estate promotion and construction sector, the specific environmental indicators cover the performance between input elements (the raw materials, energy, water) and output elements (emissions, effluents, waste).
They also concern the performance relating to biodiversity, to compliance with the environmental texts and other relevant information on environment expenditures and the impacts of products and services.
Although the subject of sustainable construction cannot be limited to its ecological dimension, it cannot be denied that the act of building has a major environmental impact. The construction sector is responsible for around 50% of the world's consumption of raw materials. At European level it is responsible for nearly 40% of the production of all wastes and for 42% of the energy consumption (70% of it for heating and air conditioning). In addition it generates around 30% of the CO2 emissions and totals 16% of the water consumption.
Sources: Belgian Building Research Institute / IBGE-BIM / Association for the Promotion of Renewable Energies
are more respectful of the environment. Besides the use of sustainable materials and technologies, the attention given to the recovery of rainwater and the sustainable management of energy (co-generation, photovoltaic panels, etc.), the green roofs will supply ecological islands to animal species (insects, birds) as well as spaces for the growth and proliferation of plant species. The weight and the structure of the different layers of the green roof will strengthen the thermal and acoustic insulation of the building. This natural covering also plays a preponderant role in the overall design of the water management by acting in effect as a buffer between bad weather and the drainage system.
In a spirit of urban development in its broad meaning, ATENOR GROUP is also positioning itself as a partner to the city by collaborating with the public authorities. Attentive to the sustainable dimension of these projects in terms of location, the Group thus gives precedence to settlements in the heart of quarters that are flourishing with a new economic dynamism (mixed functions, mobility, increased safety, creation of local jobs, etc.).
Located in immediate proximity to the Midi railway station (Brussels), the SOUTH CITY incorporates the idea of sustainable development well beyond the use of materials favourable to the environment and to energy savings. Integrated into a strategy at the scale of the city (by virtue of its location opposite the railway station), the project is contributing to the urban mobility policy, the reduction of atmospheric pollution and economic redeployment.
For the structure of the frame of the Media Gardens buildings, the project designers preferred sand-lime to concrete (because it has a better thermal insulation index than traditional materials) for obvious reasons of sustainable management of energy resources. Provided by a double flow mechanical system, the ventilation of the buildings is the guarantor for the correct renewal of the air as well as excellent thermal and acoustic insulation (due in particular to the green roofs).
For ATENOR GROUP, projects are taking on a more sustainable dimension thanks to the increased attention being paid to certain items during their design and completion:
For ATENOR GROUP, the attention given to the ecological dimension of construction is also found in all the projects being implemented. Incorporated starting with the very design of the building, the sustainable technologies used go well beyond the prescriptions required by the texts in force.
To optimise the sustainable nature of its building, the UP-site project (the Group's flagship project) thus makes a good deal with new technologies that
Established in the heart of the Váci Office Corridor (north Budapest), a business district that is among the most dynamic in the Hungarian capital, the project obtained the "Theoretical Building Permit" in September 2009 and then a "Building Permit" in July and September 2010 for phase 1 (buildings A, B and C). Submitted in December 2009, the application for an urban planning permit (PAC) followed the initial studies which will lead in the end to obtaining an urban planning permit and BREEAM environmental certification.
To reduce the impact of the transport of construction wastes from the UP-site project on the environment, ATENOR GROUP opted for their removal via the canal (by barge). In line with the sustainable dimension of the project, this initiative makes it possible to reduce the CO2 emissions and avoid the inconveniences of road carting for the neighbourhood. This technique allows the avoidance of more than 160,000 kilometres of urban road travel.
Integrated into the architectural line of the buildings located on the banks of the Meuse in Namur, photovoltaic panels distributed over the whole roof will promote the energy self-sufficiency of the real estate complex. In this same spirit, a system of heat pumps will use the water of La Meuse as an energy source to heat and cool the residential units.
In its desire to contribute appropriate responses to the problems posed by urban development, ATENOR GROUP stresses four fundamental points.
Social and societal dimensions
At the immediate exit from the HST railway station of Brussels Midi, the establishment of the SOUTH CITY and VICTOR mixed projects will strengthen the competitiveness of Brussels in comparison with other European capitals. Emblematic in more than one way, these projects incorporate the idea of sustainable development well beyond the use of materials that are favourable for the environment and energy savings. Integrated into a strategy at the scale of the city (by virtue of their location across from the railway station), these projects contribute to the urban mobility policy (trains combined with public transport facilities) and to the reduction of atmospheric pollution.
The social dimension as the third pillar of sustainable development is illustrated here by the importance given to public areas and to the mixing of functions (shops, offices, hotel). Along with the up-market office complex, the projects will incorporate a large number of shops in order to offer high quality services to the neighbourhood inhabitants. As far as sustainable mobility is concerned, the project designers have also emphasised the space given to alternative mobility.
A factor in friendliness, mixing of functions allows city dwellers to experience the city in a different way. Well integrated into the urban fabric, it creates sociological mixing and promotes intergenerational contact. From a macroeconomic point of view, it also makes it possible to reduce intra-urban travel (mobility/pollution) and to ensure a dynamic city beyond normal business office hours.
Attentive to the sustainable dimension of cities, the VICTOR real estate project is integrated into a vision of a whole, in complete agreement with the strategy developed by the public authorities. Designed in accordance with the most innovative aesthetic and architectural requirements (carried out in the studios of the famous French architect Christian de Portzamparc), the mixed complex of offices, residences and shops is thus playing the card of social mixing and urban densification (increased mobility, fighting against pollution and a lack of safety, etc.).
Up-site
Endowed with a magnificent promenade along the canal, the UP-site project intends to give the element of water back the role that it deserves in the city. Nearby, Brussels harbour is meant to be entirely refurbished, and the Tour & Taxis project will also makes its contribution.
As a partner to the city, ATENOR GROUP's mission also consists in taking part in the strategies of urban economic forecasting in order to understand and reduce the vulnerability of cities to the effects of pollution and climate change. These strategies refer together to resource management, urban mobility, ways of occupying space, but also more generally to lifestyles and consumption.
In order to guarantee the future inhabitants a pleasant and friendly place to live, the BRUSSELS EUROPA project — located in the very heart of the European quarter — will incorporate an avant-garde concept of pocket parks (a concept chosen by the famous architect and urban planner Christian de Portzamparc) at the foot of largescale buildings. The presence of these green spaces accessible to the public (possible thanks to building upward and freeing up space on the ground) will thus be dedicated to pleasant landscapes. Accessible to all the users of the city, these public spaces integrated into the project have been designed as places for dialogue and encounters.
Established in a district that is fully renovating, the UP-site counts among the best examples of densification in the capital. Designed around three distinct units: a tower more than 140 metres high with an emblematic architectural design, a set of terrace buildings of a more modest scale (with shops) and an enormous and comfortable office complex, this project is participating in concentrating activities in the urban core. Endowed with especially easy accessibility by car (via the Ring), in immediate proximity to the North railway station (a few minutes on foot or by bicycle) and with a bus stop at the foot of the site, the project also takes all the contingencies associated with sustainable mobility into account.
Social and societal dimensions
For many town planners, urban densification counts among the most relevant solutions for alleviating the problems with which the major cities are confronted: mobility, lack of safety, pollution, etc. Well-thought-out densification thus acts in favour of a better quality of life.
For ATENOR GROUP, public areas are a fundamental element of the urban dynamic. More than an external space for meetings, each public area is a link between private and public life. An essential and unbeatable place that contributes to the successful revival of a neighbourhood.
For ATENOR GROUP, architectural quality shapes an urban landscape and gives everyone the desire to respect their city, to live there, to work there and to remain there. Consequently the role of the real estate promoter consists in bringing out this architecture in order to provide the city with this indispensable aesthetic appeal.
In parallel to its societal and sustainable mission, ATENOR GROUP is also concerned with the socio-cultural role that it is led to play within civil society. Sensitive to the promotion of art, architecture and education, the company thus supports projects like Promethea, FLOW (European urban planning contest open to students) and other charitable activities for the benefit of children.
Invested in the development of cities and urban planning policies, ATENOR GROUP contributes to the success of the FLOW project, a European competition open to students (engineers, landscape architects, town planners, sociologists, etc.) and to young architects.
Attentive to the cultural dynamic of the cities in which it is developing large-scale projects, ATENOR GROUP also gives its support to a number of initiatives of urban artists (sculptors, plastic artists, actors and others). Via its contribution and its sponsoring of several foundations and cultural associations, the group is thus contributing actively to the promotion of art in the city.
Invested in the cultural development of the city, ATENOR GROUP actively supports the Promethea association. Founded in 1985, this non-profit organisation (asbl) has the mission of developing company sponsorship in the area of the Arts and the Cultural Heritage. In this spirit, the association promotes exchanges among the different actors in sponsoring that come from the political, economic and cultural spheres in order to contribute to the cultural development of the city. Each year, the Bruocsella Prize thus rewards projects that embellish the urban space in the Brussels-Capital Region. The prize-winning candidate receives aid of up to 25,000 euro!
for the city and its residents.
Environmental aspects
Social aspects
In its capacity as a listed company, the ATENOR GROUP attaches major importance to the principles of Corporate Governance aimed at establishing clear rules for the administration, organization and management in the interests of all stakeholders.
These principles provide the stakeholders and the market in general with a guarantee of reliability and transparency of the information communicated.
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.
At the meeting of 3 March 2010, the Board of Directors of ATENOR GROUP adopted the new Corporate Governance Statement, which reflects the principles of the Code as practised by ATENOR GROUP. Further to regulatory changes concerning corporate governance, the charter was subject to amendments adopted by the Board of Directors on 25 February 2011.
The charter is available on the Internet site 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:
evaluations if, in view of particular circumstances, it proves to be necessary or required.
With regard to the composition of the Board of Directors, readers are referred to page 8 of this Annual Report.
To date, the Board of Directors contains one independent Director, in the person of Prince Charles-Louis d'Arenberg, who was appointed independent Director at the General Meeting of 24 April 2009 and who replaced Mr Regnier Haegelsteen in this function as independent Director. The appointment of a second independent Director, Mrs Nadine Lemaitre (through her management company Sogestra SPRL) is proposed to the 2011 General Assembly, however. Beyond the assets and skills that she will contribute to the Board of Directors, her presence is also in line with the approach of promoting gender diversity within the Board of Directors.
Insofar as its operation is concerned, the Board of Directors met six times in 2010. The attendance of the Directors is summarised as follows:
| Name | Present | Repre sented |
Excused |
|---|---|---|---|
| Frank Donck | 6 | ||
| Stéphan Sonneville s.a. represented by Stéphan Sonneville |
6 | ||
| Prince Charles-Louis d'Arenberg | 6 | ||
| Baron Bertrand | 5 | 1 | |
| Marc De Pauw | 6 | ||
| Regnier Haegelsteen | 4 | 1 | 1 |
| Luxempart s.a. represented by François Tesch |
4 | 2 | |
| Philippe Vastapane | 6 |
Insofar as the shareholders' structure is concerned, readers are referred to page 10 of present 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 convention to a long-term vision regarding their participation in ATENOR GROUP. This agreement was extended in 2002 for a period of 5 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, Stephan Sonneville s.a. and Luxempart.
This shareholders' convention 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 CBFA 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.
As regards 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.
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. Mr Luc Bertrand and Mr Marc De Pauw abstained from participating in the deliberations of the Board having to do with ATENOR's relations with the PRESIDENT contractors, which the limited company VAN LAERE is part of.
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, the approval of the prospectus for the Westland takeover bid as well as the evaluation rules.
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 9 of this Annual Report.
The Audit Committee met five times in 2010. The attendance of the members is summarised as follows:
| Name | Present | Repre sented |
Excused |
|---|---|---|---|
| Frank Donck | 5 | ||
| Prince Charles-Louis d'Arenberg | 4 | 1 | |
| Marc De Pauw | 5 | ||
| Philippe Vastapane | 5 | 1 |
During these meetings, in addition to the obligatory or legal subjects, the Audit Committee inter alia dealt with the following matters: monitoring of the internal audit, examination of the litigation in progress, including the consequences of the transfer of "sociétés de liquidités", analyses of the consolidated undertakings and rights, updating of the Corporate Governance Charter and of the Code of Conduct.
More information on the role and the responsibilities of the Audit Committee such as its composition and functioning can be found in 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 9 of this Annual Report.
The Nomination and Remuneration Committee met one time in 2010. The attendance of the members is summarised as follows:
| Name | Present | Repre sented |
Excused |
|---|---|---|---|
| Frank Donck | 1 | ||
| Baron Bertrand | 1 | ||
| Regnier Haegelsteen | 1 | ||
| Luxempart s.a. représentée par François Tesch |
0 | 1 |
Further to the proposed appointment of a second independent Director at the 2011 General Assembly, the composition of the Nomination and Remuneration Committee will be reviewed in order to provide a majority of independent Directors. Furthermore, it is envisaged that the Nomination and Remuneration Committee will meet twice every year.
More information on the role and the responsibilities of the Nomination and Remuneration Committee such as its composition and functioning can be found in 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.
As mentioned hereinabove and contrary to the provisions of 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.
More information on the evaluation process of the members of the Board of Directors and its Committees can be found in the Corporate Governance Charter of Atenor Group (www.atenor.be).
With regard to the composition of the Executive Committee, readers are referred to page 8 of present Annual Report.
More information on the role and responsibilities of the Executive Committee such as its composition and functioning can be found in the Corporate Governance Statement of ATENOR GROUP (www.atenor.be).
ATENOR GROUP encourages the members of its management, on the one hand, to invest on a purely personal basis in the shareholding of the company and, on the other hand, to co-invest in the real estate projects.
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.
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. This policy constitutes a fundamental element of the policy for motivating the Management.
It did not however lead to any such new investments in 2010.
The members of the Board of Directors refrain from any and all deliberation or decision which concerns their personal, commercial or professional interests. It is in this respect that, although the legal rules concerning conflicts of interests are not found to apply, Messrs Luc Bertrand and Marc De Pauw abstained from taking part in the Board deliberations dealing with the relationship between ATENOR and the PRESIDENT Contractors, of which n.v. VAN LAERE is a part.
ATENOR 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 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 as regards risk management in the preparation of the financial information have been defined in a general way and communicated to the people concerned. They are recalled 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 occurrence of the risk.
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 crosschecks 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 these 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 statement 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 by the company at the service provider sites were provided for contractually 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 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.
The 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 present) 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 are increased to € 45,558. The total of the Auditor's fees for his audit work for ATENOR GROUP and for its subsidiary companies increased in 2010 to € 86,352. The Auditor carried out and invoiced for additional services for an amount of € 10,859.
The Audit Committee received from the Auditor the declarations and information necessary to assure itself of his independence.
As stated in 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:
On the implementation and the conditions of the partnership policy with the Management.
Contrary to the non-executive Directors, the Management (including the CEO) receives a basic remuneration, if necessary supplemented by a variable bonus, according to the performance of the Company and the performance of the members themselves.
The relative importance of the various components varies strongly from year to year in view of the eligibility criteria for the variable bonus mentioned above.
It is specified that the Board of Directors considers that the participation of the Management as co-investor with the Company in real estate projects is an essential motivation element. These partnerships with the management as co-investor with ATENOR GROUP are dealt with in the financial statements like other projects carried out in partnership with third parties.
ATENOR GROUP has drawn up an options plan, as detailed in the section "Stock Option Plan", below, which the Nomination and Remuneration Committee can implement to the benefit of the members of the Management (included the CEO).
There were no major modifications to the remuneration policy with reference to the accounting period being reported and 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.
The non-executive Directors do not receive either remuneration related to their performance, such as a bonus and formulas for long-term profit-sharing, or benefits in kind and benefits associated with pension or other plans.
For the non-executive Directors, the Board of Directors will propose at the General Meeting a lump sum of € 170,000 as Directors' fees. These, if necessary, will be distributed as follows:
The remuneration received directly or indirectly by the CEO (management company) 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 Remunerations Committee, based on the principles approved by the Board.
This information can be broken down as follows:
The Company has not deviated 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 their individual responsibilities.
In order to align the interests of a member of the Management with those of the Company and its Shareholders/Bondholders, an appropriate part of the remuneration package of a member of the Management is structured in order to be linked to their individual performance and that of the Company. Each member of the Management undergoes an evaluation process annually in order to determine whether the member has achieved the objectives agreed during the evaluation of the preceding year.
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 can be broken down as follows:
The Company has not deviated significantly from its remuneration policy during the accounting period covered by the annual report.
The number and the key characteristics of the options on shares granted in 2010 to the members of the Management (including the CEO) are as follows:
| Stéphan Sonneville | 7,500 |
|---|---|
| Olivier Ralet | 7,000 |
| Laurent Collier | 7,000 |
| William Lerinckx | 7,000 |
| Sidney D. Bens | 7,000 |
The exercise price is equal to € 33.40 and the options can be exercised from 10 March to 10 April 2015 and from 2 to 30 September 2015. No options were exercised or expired in 2010.
The appointment contract of the members of the Management (including the CEO) does not provide for severance pay (except for the normal application of labour law applicable to employment contracts preceding 2009).
No specific right of recovery of 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.
For further information: 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 Tél. : + 32 2 387 22 99 Fax : + 32 2 387 23 16 e-mail : [email protected]
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