Interim / Quarterly Report • Aug 25, 2022
Interim / Quarterly Report
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25 August 2022 - After trading hours Under embargo until 17h45
| KEY FIGURE | 30 June 2022 | 31 Dec.2021 | 30 June 2021 | Evolution |
|---|---|---|---|---|
| Fair value property portfolio | €1,066.1 m | €985.9 m | +8% | |
| Market capitalisation | €646.4 m | €693.5 m | -7% | |
| Occupancy rate | 100% | 100% | 100% | = |
| Debt ratio | 51.90% | 47.06% | +10% | |
| Cost of borrowed funds | 1.59% | 1.92% | -17% | |
| Adjusted EPRA Earnings | €17.1 m | €13.2 m | +29% | |
| Adjusted EPRA Earnings per share |
€0.63 | €0.51 | +23% | |
| EPS (GUIDANCE/ACTUALS) | €1.19 | €1.06 | +12% | |
| DPS (GUIDANCE/ACTUALS) | €1.00 | €0.87 | +15% |
REGULATED INFORMATION Publication on 25 August 2022 after trading hours
HALF-YEARLY FINANCIAL REPORT for the period from 1 January 2022 to 30 June 2022 AUDITED
The Dutch version as well as the English version of this half-yearly financial report are legally binding. Within the framework of their contractual relationship with the Company, investors can therefore always appeal to the translated versions. Care Property invest, represented by its responsible people, is responsible for the translation and conformity of the Dutch and English language versions. However, in case of discrepancies between language versions, the Dutch version always prevails.
Public limited liability company (société anonyme/naamloze vennootschap), Public Regulated Real Estate Company (Société Immobilière Réglementée (SIR) / Gereglementeerde Vastgoedvennootschap (GVV) under Belgian Law Office: 3 Horstebaan, 2900 Schoten Companies Registration No. 0456.378.070 (LPR Antwerp) (the 'Company')
| I. Interim Report of the Board of Directors | 10 |
|---|---|
| 1. Important events | 10 |
| 2. Synthesis of the consolidated balance sheet and the global result statement | 16 |
| 3. Outlook | 25 |
| 4. Conflicts of interest | 29 |
| 5. Corporate governance | 30 |
| 6. Research and Development | 31 |
| 7. Capital increases within the context of authorised capital | 31 |
| 8. Treasury shares | 32 |
| 9. Publication of the 2021 Sustainability Report | 32 |
| 10. Persons responsible (Royal Decree 14 November 2007) | 33 |
| II. Care Property Invest on the stock market | 36 |
| 1. Stock price and volume | 36 |
| 2. Dividend policy | 38 |
| 3. Bonds and short-term debt securities | 39 |
| 4. Shareholding structure | 40 |
| 5. Financial calendar | 41 |
| III. EPRA | 44 |
| 1. EPRA (European Public Real Estate Association) - Membership | 44 |
| IV. Real estate report | 56 |
| 1. Status of the property market in which the Company operates | 56 |
| 2. Analysis of the full consolidated property portfolio | 63 |
| 3. Report of the real estate expert | 68 |
| 1. Consolidated global result statement | 74 |
|---|---|
| 2. Consolidated balance sheet | 75 |
| 3. Cash-flow table | 76 |
| 4. Statement of changes in consolidated equity | 78 |
| 5. Notes to the consolidated financial statements | 80 |
| 6. Events after the closing date | 87 |
| 7. Transactions with affiliated parties | 87 |
| 8. Information on subsidiaries | 88 |
| 9. Auditor's report | 89 |
| 10. Alternative Performance Measures | 90 |
7 July 2022 Total amount of capital increase: approx. €14 million.
As of 7 July 2022 27,741,625 fully paid-up shares.
. 2022 Entry onto the Irish market.
.
Capital increase in cash. 27 October 2017 Total amount of capital increase: approx. €70 million
As of 27 October 2017 19,322,845 fully paid-up shares.
Optional dividend May-June 2020 Total amount of capital increase: approx. €7 million.
As of 26 June 2019 20,394,746 fully paid-up shares.
Capital increase in kind. 15 January 2020 Total amount of capital increase: approx. €34 million.
As of 15 January 2020 21,645,122 fully paid-up shares.
Total amount of capital increase: approx. €60 million.
24,110,034 fully paid-up shares.
Entry onto the Spanish market.
Below is a brief overview of the acquisitions, divestments, current projects under development and completed projects during the 1st semester of 2022.
For further information regarding the real estate of the acquired projects, please see the individual press releases on the website, https://carepropertyinvest.be/en/investments/press-releases/
| Name | Operator | Selling date Location | Year of construction / renovation or expected completion |
Classification | Value deed in-hand (in € million) |
Type of transaction |
|---|---|---|---|---|---|---|
| Divestment | ||||||
| Residentie de Anjers |
Astor vzw | 23/06/2022 Balen | 2018 | Financial lease |
€11.0 | Asset deal |
| Name | Operator | Acquisition date |
Location | Year of construction / renovation or expected completion |
Contract | Conv. Value (in € million) |
Type of transaction |
|---|---|---|---|---|---|---|---|
| New projects under development | |||||||
| Warm Hart Zuidwolde |
Warm Hart Zorghuizen | 3/02/2022 | Zuidwolde | Q3 2023 | 20 years (triple net) |
€10.4 | Asset deal |
| Warm Hart Ulestraten |
Warm Hart Zorghuizen | 28/04/2022 Ulestraten | Q3 2023 | 20 years (triple net) |
€6.5 | Asset deal | |
| Ongoing projects under development | |||||||
| Amstel | Korian Holding Nederland |
31/03/2021 Ouderkerk aan de Amstel |
Q4 2022 | 15 years (triple net) |
€9.6 | Asset deal | |
| Huize Elsrijk | Com4care | 29/12/2020 Amstelveen | Q3 2022 | 20,5 years (triple net) |
€6.2 | Share deal | |
| Mariënhaven | Valuas Zorggroep | 28/12/2020 Warmond | Q3 2022 | 20 years (triple net) |
€12.0 | Asset deal | |
| St. Josephkerk | Korian Holding Nederland |
26/09/2019 Hillegom | Q2 2023 | 20 years (triple net) |
€9.1 | Asset deal | |
| Sterrenwacht | Korian Holding Nederland |
12/06/2019 Middelburg | Q4 2022 | 20 years (triple net) |
€5.7 | Asset deal | |
| Completed projects | |||||||
| Aldenborgh | Aldenborgh Exploitatie | 05/11/2020 Herten | (Roermond) | Q1 2022 | 25 years (triple net) |
€8.2 | Asset deal |
| Villa Vught | Valuas Zorggroep | 29/12/2020 Vught | Q2 2022 | 25 years (triple net) |
€6.2 | Asset deal | |
| Margaritha Maria Kerk (vicarage) |
Korian Holding Nederland |
26/03/2019 Tilburg | Q2 2022 | 20 years (triple net) |
€2.0 | Asset deal |
| Name | Operator | Acquisition date |
Location | Year of construction / renovation or expected completion |
Contract | Conv. Value (in € million) |
Type of transaction |
|---|---|---|---|---|---|---|---|
| New projects with an immediate return | |||||||
| Emera Murcia | Emera Group | 25/02/2022 Murcia | 2021 | 15 years (triple net) |
€10.8 | Share deal | |
| New projects under development | |||||||
| Solimar Tavernes Blanques |
Vivalto Group | 11/03/2022 Tavernes | Blanques | Q1 2025 | 20 years (triple net) |
€10.2 | Asset deal |
| Ongoing projects under development | |||||||
| Emera Mostoles | Emera Group | 21/06/2021 Mostoles | (Madrid) | Q3 2022 | 15 years (triple net) |
€12.0 | Asset deal |
| Completed projects | |||||||
| Emera Carabanchel | Emera Group | 24/07/2020 Carabanchel (Madrid) |
Q2 2022 | 15 years (triple net) |
€14.6 | Asset deal |
| Name | Operator | Acquisition date |
Location | Year of construction / renovation or expected completion |
Contract | Conv. Value (in € million) |
Type of transaction |
|---|---|---|---|---|---|---|---|
| New projects with an immediate return | |||||||
| Ballincurrig Care Centre |
Silver Stream Healthcare |
25/02/2022 Ballincurrig 2003 | 25 years (triple net) |
€6.2 | Asset deal | ||
| Ratoath Manor Nursing Home |
Silver Stream Healthcare |
08/04/2022 Ratoath | 1995 | 25 years (triple net) |
€6.9 | Asset deal | |
| Dunlavin Nursing Home |
Silver Stream Healthcare |
08/04/2022 Dunlavin | 2016 | 25 years (triple net) |
€11.3 | Asset deal | |
| Leeson Park Nursing Home |
Silver Stream Healthcare |
08/04/2022 Ranelagh | 1960/2013 | 25 years (triple net) |
€14.6 | Asset deal | |
| Cairnhill Nursing Home |
DomusVi | 25/05/2022 Bray | 2013 | 15 years (triple net) |
€20.0 | Asset deal | |
| Elm Green Nursing Home |
DomusVi | 03/06/2022 New | Dunsink | 2015 | 15 years (triple net) |
€26.7 | Asset deal |
| Merging company | Absorbing company | Date effective absorption | Date of deed | Date publication Belgian Official Gazette |
|---|---|---|---|---|
| De Meeuwen nv | Care Property Invest nv | 1 January 2022 | 20 June 2022 | 12 July 2022 |
| Immo du lac nv | Care Property Invest nv | 1 January 2022 | 20 June 2022 | 2 August 2022 |
| Zorginfra nv | Care Property Invest nv | 1 January 2022 | 20 June 2022 | 28 July 2022 |
| Date of establishment | Purpose |
|---|---|
| 25 January 2022 | Acquiring healthcare real estate sites in Ireland |
| Date of acquisition of control Purpose | |
| 25 February 2022 | Acquiring healthcare real estate sites in Spain |
The Board of Directors of Care Property Invest decided on 25 May 2022 to offer shareholders the option of an optional dividend for coupon 14 (with a gross value of €0.7461). Shareholders had the choice to (i) contribute the net dividend claim to the capital of the Company against the issue of new ordinary shares, (ii) receive the dividend in cash, (iii) opt for a combination of the two previous options.
At the end of the election period, the Company was able to confirm that a total of 24.63% of the net dividend rights attached to the shares with coupon no. 14 (relating to the dividend for the 2021 financial year) were exchanged for new shares in Care Property Invest, resulting in a strengthening of equity by €4,030,287 (€1,022,088 in capital and €3,008,200 in share premium), which should allow for further growth of the property portfolio.
For this purpose, 171,794 new ordinary shares were issued at a fixed issue price of €23.46 per share, within the framework of the authorised capital. Consequently, on 20 June 2022, the capital of Care Property Invest was represented by 27,102,910 shares. The dividend rights that were not contributed, representing a total net amount to be distributed of €12,333,679 were paid out in cash.
To further develop its strategic growth plan, Care Property Invest entered the Irish healthcare real estate market during the first quarter of 2022 with its first transaction being the acquisition of 'Ballincurrig Care Centre', an existing residential care centre in Ballincurrig (County Cork), on 25 February 2022. The project has a total capacity of 55 residential places and a conventional value of approximately €6.2 million.
The attraction of investing in the Irish healthcare real estate market lies mainly in a rapidly ageing population, the (already existing) shortage of nursing home beds, the opportunities that this relatively immature market offers, a solid financing system from the Irish government and a consolidation trend at operator level.
Care Property Invest has the ambition to further expand its portfolio in the short term for which it has concluded, amongst others, a Memorandum of Understanding with Silver Stream Healthcare, one of the largest providers of residential care for the elderly in Ireland and has already realised several additional acquisitions in the first semester of 2022.
For more details on the acquired projects in Ireland, we refer to the items '1.1.4. Projects 1st semester 2022 in Ireland' and '1.2.1.2 Additional projects in Ireland' in this chapter and to the individual press releases on our website www. carepropertyinvest.be .
Ireland has a relatively young population, for which an accelerated ageing wave is predicted by 2051. For example, the Central Bureau for Statistics estimates that the population aged 65 and over will increase by 145% between 2016 and 2051. For people aged 80 and over, an increase of no less than 347% is predicted over the same period. This ageing wave goes hand in hand with high life expectancy, which currently stands at 82.5 years (men and women combined) and is expected to rise further.
The predicted growth in these age groups will necessitate a large increase in the number of nursing home beds in Ireland. With a total of 32,000 residential places available in its residential care centres, Ireland already faces a capacity shortage, according to the World Health Organisation (WHO). This equates to only 4.3 beds per hundred people aged 65 or over, compared to the WHO's minimum figure of 5. By 2026, there will already be a shortage of about 5,500 residential places. By 2031, an additional 7,500 residential places will have to be created in order to meet the growing demand for elderly care.
In addition, a significant number of public residential care centres are very outdated, which means they do not meet the stringent quality standards imposed by the Health Information and Quality Authority (HIQA) from 2021. These residential care centres will have to be rebuilt or renovated in the coming years. If the cost-benefit ratio is not as it should be, they may even have to close, which in turn creates additional opportunities for the private healthcare real estate market. Also, when it comes to introducing alternative forms of living such as assisted living, a concept that is still completely unknown to the Irish care sector, the playing field is now more open than ever.
As far as operators are concerned, Ireland is traditionally a very fragmented market with small-scale players, where a consolidation process has noticeably started in recent years and will continue in the years to come. For example, several international players have recently found their way into the Irish market.
In order to be able to meet the conditions of an application for the SOCIMI status (i.e. Spanish REIT/RREC) for its Spanish subsidiaries, a ruling application was submitted by Care Property Invest to the Spanish tax authorities. On 23 June 2022 the Company was therefore able to announce that a favourable ruling had
been received stating that the Company, as a Belgian REIT, is equivalent to the Spanish SOCIMI. This ruling is therefore a first step towards applying for this fiscally favourable status for its Spanish subsidiaries. The Company is therefore making every effort to make the necessary changes to its legal corporate structure in order to be able to submit the application before the end of September 2022. A timely application will enable the companies to apply for the SOCIMI status retroactively from the 2022 financial year onwards.
The SOCIMI status implies a favourable tax regime similar to other REIT regimes and will increase the yield of the portfolio currently held by Care Property Invest in Spain. In addition, it will create a level playing field with other investors in the Spanish healthcare property market, thus boosting the further expansion of its portfolio in Spain.
12 13
As already announced in separate press releases, Care Property Invest is proud to announce that it has made the following investments after the closing of the 1st semester of 2022:
| Name | Operator | Acquisition date |
Location | Year of construction / renovation or expected completion |
Contract | Conv. Value (in € million) |
Type of transaction |
|---|---|---|---|---|---|---|---|
| New projects with an immediate return | |||||||
| Assistentiewoningen 'Klapgat' |
Thuis Leven vzw | 07/07/2022 | Haacht | 2020 | 30 years (triple net) |
€13.9 | Share deal (contribution in kind) |
| Name | Operator | Acquisition date |
Location | Year of construction / renovation or expected completion |
Contract | Conv. Value (in € million) |
Type of transaction |
|---|---|---|---|---|---|---|---|
| New projects with an immediate return | |||||||
| Pim Senior | Stichting Pim Senior | 08/07/2022 | Dorst | 2021 | 30 years (triple net) |
€22.0 | Asset deal |
| Name | Operator | Acquisition date |
Location | Year of construction / renovation or expected completion |
Contract | Conv. Value (in € million) |
Type of transaction |
|---|---|---|---|---|---|---|---|
| New projects signed under suspensory conditions | |||||||
| Marina Del Port | La Vostra Llar | 16/08/2022 | Barcelona | Q2 2024 | 20 years (triple net) |
€7.0 | Asset deal |
| Merging company | Absorbing company | Date effective absorption | Date of deed |
|---|---|---|---|
| Care Property Invest Tulip, S.L.U. | Care Property Invest Spain Socimi S.L.U. | 1 January 2022 | 9 August 2022 |
| Care Property Invest Iris, S.L.U. | Care Property Invest Spain Socimi S.L.U. | 1 January 2022 | 9 August 2022 |
| Care Property Invest Aster, S.L.U. | Care Property Invest Spain Socimi S.L.U. | 1 January 2022 | 9 August 2022 |
| Care Property Invest Jasmine, S.L.U. | Care Property Invest Spain Socimi S.L.U. | 1 January 2022 | 9 August 2022 |
| Care Property Invest Lily, S.L.U. | Care Property Invest Spain Socimi S.L.U. | 25 February 2022 | 9 August 2022 |
| Name established subsidiary | Date of establishment | Purpose |
|---|---|---|
| Care Property Invest.NL10 B.V. | 4 July 2022 | Acquiring healthcare real estate sites in The Netherlands |
| Name acquired subsidiary | Date of acquisition of control | Purpose |
| Igor Haacht nv | 7 July 2022 | Acquiring healthcare real estate sites in Belgium |
Care Property Invest is actively pursuing the development of a balanced and profitable property portfolio and is exploring investment opportunities that are fully in line with the Company's strategy, both in Belgium, The Netherlands, Spain and Ireland as well as in other geographical core markets within the EEA.
For more information on these projects, see item '1.1 Important events during the 1st semester of 2022' on page 10.
The Board of Directors is also continuously exploring various investment and financing opportunities to realise its activities.
On 7 July 2022, Care Property Invest acquired the 'Klapgat' project in Haacht by means of a contribution in kind of 100% of the shares in Igor Haacht nv, the company that owns the real estate of this project and this within the framework of the authorised capital.
The transaction resulted in a strengthening of equity of €13,914,724, of which an amount of €3,800,035 was allocated to the item capital and an amount of €10,114,689 to the item share premiums. The contribution of all shares of Igor Haacht nv was remunerated by 638,715 new shares of Care Property Invest.
After this transaction the authorised capital was reduced by €3,800,035 so that the balance at present amounts to €64,873,735. After this transaction, the total number of outstanding shares of the Company amounts to 27,741,625.
Following the favourable ruling of the Spanish tax authorities, pursuant to the ruling application, which states that the Belgian RREC is equivalent to the Spanish SOCIMI (i.e. Spanish REIT/GVV), Care Property Invest has done everything possible to be able to apply for the SOCIMI status before the end of September 2022. To this end, the articles of association of the previously holding company Care Property Invest Spain Socimi S.L.U. were amended and silent mergers took place on 9 August 2022 with all its subsidiaries. Care Property Invest can therefore confirm that it was able to file the application the day after the mergers and will thus benefit from this tax favorable status as from financial year 2022. The application of the SOCIMI status will have an average positive impact on the yield of about 0.20%.
| Amounts in EUR | 30/06/2022 | 30/06/2021 | |
|---|---|---|---|
| I | Rental income (+) | 25,543,750 | 20,612,883 |
| Net rental result | 25,543,750 | 20,612,883 | |
| V | Recovery of rental charges and taxes normally borne by tenants on let properties (+) |
193,123 | 104,441 |
| VII | Rental charges and taxes normally borne by tenants on let properties (-) | -209,172 | -104,441 |
| Real estate result | 25,527,700 | 20,612,883 | |
| IX | Technical costs (-) | -1,007 | -534 |
| Real estate costs | -1,007 | -534 | |
| Real estate operating result | 25,526,694 | 20,612,349 | |
| XIV | General expenses of the Company (-) | -4,694,775 | -3,856,665 |
| XV | Other operating income and expenses (+/-) | -1,585,574 | 85,926 |
| Operating result before result on portfolio | 19,246,343 | 16,841,610 | |
| XVIII Changes in fair value of investment properties (+/-) | 16,367,304 | 6,240,761 | |
| Operating result | 35,613,648 | 23,082,371 | |
| XX | Financial income (+) | 118 | 14 |
| XXI | Net interest expense (-) | -4,249,913 | -3,720,020 |
| XXII Other financial costs (-) | -242,526 | -239,589 | |
| XXIII Changes in fair value of financial assets and liabilities (+/-) | 28,439,779 | 7,826,120 | |
| Financial result | 23,947,458 | 3,866,524 | |
| Result before taxes | 59,561,105 | 26,948,895 | |
| XXIV Corporation tax (-)(1) | -3,293,147 | -24,112 | |
| XXV Exit tax (-)(1) | -209,724 | -228,188 | |
| Taxes | -3,502,871 | -252,300 | |
| NET RESULT (group share) | 56,058,234 | 26,696,595 | |
| Other elements of the global result | 0 | 0 | |
| GLOBAL RESULT | 56,058,234 | 26,696,595 |
(1) Due to reclassifications between the items XXIV. Corporation Tax (-) and XXV. Exit tax (-), the figures as at 30 June 2021 were also adjusted to allow for correct comparability.
| Amounts in EUR | 30/06/2022 | 30/06/2021 |
|---|---|---|
| NET RESULT / GLOBAL RESULT | 56,058,234 | 26,696,595 |
| Net result per share based on weighted average shares outstanding | 2.0683 | 1.0346 |
| Gross yield compared to the initial issuing price in 1996 | 34.77% | 17.39% |
| Gross yield compared to stock market price on closing date | 8.67% | 3.83% |
| Amounts in EUR | 30/06/2022 | 30/06/2021 |
|---|---|---|
| NET RESULT / GLOBAL RESULT | 56,058,234 | 26,696,595 |
| NON-CASH ELEMENTS INCLUDED IN THE NET RESULT | -39,001,481 | -13,522,055 |
| Depreciations, impairments and reversal of impairments | 203,867 | 121,949 |
| Changes in fair value of investment properties | -16,367,304 | -6,240,761 |
| Changes in fair value of authorised hedging instruments | -28,439,779 | -7,826,120 |
| Projects' profit or loss margin attributed to the period | 2,666,471 | 422,877 |
| Deferred taxes | 2,935,264 | 0 |
| ADJUSTED EPRA EARNINGS | 17,056,753 | 13,174,539 |
| Adjusted EPRA earnings per share based on weighted average number of outstanding shares |
€ 0.6293 | € 0.5106 |
| Gross yield compared to the initial issuing price in 1996 | 10.58% | 8.58% |
| Gross yield compared to stock market price on closing date | 2.64% | 1.89% |
The weighted average number of outstanding shares was 25,804,456 as at 30 June 2021 and increased to 27,102,910 shares as at 30 June 2022. The number of shares amounted to 25,806,148 as at 30 June 2021 (including 1,692 own shares) and increased to 27,102,910 shares as at 30 June 2022. On this date, the Company no longer held any treasury shares.
The number of shares changed as a result of a capital increase in kind on 17 November 2021 for the purchase of 100% of the shares in Apollo Lier nv, which owns the residential care centre with assisted living apartments, 'Dungelhoeff', located in Lier, for which 1,124,968 new shares were issued and (ii) an optional dividend for the 2021 financial year which was successfully completed on 20 June 2022 and led to the issue of 171,794 new shares.
The gross return is calculated in table '2.2 Net result per share on a consolidated basis' by dividing the net result per share by the initial issue price in 1996 (i.e., €5.9495) on the one hand and the market value on the closing date on the other hand. In table '2.3 Components of the net result', the gross yield is calculated by dividing the adjusted EPRA earnings per share by the initial issue price in 1996 (i.e., €5.9495), on the one hand, and the market capitalisation on the closing date, on the other. The share price was €23.85 on 30 June 2022 and €27.00 on 30 June 2021. There are no instruments that have a potentially dilutive effect on the net result per share.
The Company's operating result increased by 54.29% compared to 30 June 2021.
Rental income as at 30 June 2022 increased by 23.92% compared to the same period last year. The increase in rental income is explained by (i) the indexation of the already existing rental agreements (unchanged portfolio), which is on average 4.80% and amounts to €918 thousand as at 30 June 2022, (ii) the acquisition of new investment properties and (iii) the completion of development projects in 2022. Likewise, the acquired and completed investment properties during 2021 contribute to the increased rental income in 2022.
As at 30 June 2022, the Company had no outstanding rent receivables for which receivables had to be transferred to the doubtful debtors.
The Company's general expenses increased by €838,110 compared to 30 June 2021. This increase can be largely attributed to the increase in remuneration and personnel-related costs as the average workforce increased from 19.9 FTEs as at 30 June 2021 to 22.75 FTEs as at 30 June 2022.
In addition, the Company's growth also contributes to the increase in the Company's general expenses and the costs specific to the RREC statute, such as, among others, the UCI tax.
Other operating income and expenses decreased from €85,926 as at 30 June 2021 to €-1,585,574 as at 30 June 2022.
Other operating income consists mainly of the fee for project management of €591,115, which largely concerns the recovery of the pre-financing of existing Dutch projects and a limited capital gain resulting from the sale of the 'Residentie De Anjers' project in Balen (BE). Both items contribute to the Company's cash
result. This item also includes the profit and loss margin on projects of €-2,666,471, which is also largely attributable to the sale of the 'Residentie De Anjers' project in Balen (BE) as a result of the write-off of the trade receivable (unrealised capital gain) for this project. The latter concerns a noncash element which is corrected for the calculation of the adjusted EPRA earnings.
investment properties amount to €16,367,304 as at 30 June 2022. The increase reflects an overall positive variation in the fair value of the investment properties in portfolio as a result of inflation expectations on the real estate market and, in addition to this general trend, can be attributed to the completion of the 'Résidence des Ardennes' project in Attert (BE). Also here it concerns unrealised variations that are corrected in the adjusted EPRA earnings.
Interest charges rose as a result of the additional raising of external funds to finance the acquisitions that took place in the course of 2021 and 2022 on the one hand, and to finance ongoing project developments on the other. The weighted average interest rate amounts to 1.59% as at 30 June 2022. This is a significant decrease compared to the weighted average interest rate of 1.93% as at 30 June 2021. This is due to a lower marginal interest rate that the Company has to pay on new debts that it enters into.
The financial result was positively influenced by the inclusion of the fair value of the financial instruments concluded. Due to an increase in market interest rates, a positive value of €28,439,779 was obtained as at 30 June 2022. As a result, the total
impact to date is €11,470,474 compared to €-16,810,790 as at 31 December 2021.
The variation in fair value of financial assets and liabilities is a non-cash element and is therefore not taken into account for the calculation of the distributable result, i.e., the adjusted EPRA earnings.
The amount of taxes as at 30 June 2022 includes deferred taxes for an amount of €2,935,264 of which €1,674,213 can be allocated to the Dutch subsidiaries and €1,261,051 to the Spanish subsidiaries.
For the Dutch subsidiaries, an application was submitted for the application of the FBI status (similar to the Belgian GVV/ RREC status). However, since there is still uncertainty regarding the granting of this status, out of prudence a deferred tax on the portfolio result of the Dutch real estate projects was provided for. In case of refusal of such status and sale of real estate, the Dutch subsidiary will be taxed on the portfolio result according to the generally applicable tax system.
Based on the rules of European law, Care Property Invest will continue to strive to obtain the FBI status for its Dutch subsidiaries.
For the Spanish subsidiaries, a ruling application was submitted regarding the equivalence of a Belgian GVV/RREC to the Spanish SOCIMI (similar to the Belgian GVV/RREC status), which was answered with a favourable ruling by the Spanish tax authorities. This ruling enables the Spanish subsidiaries, after completing a few changes to the articles of association and structure, to apply for the SOCIMI status before the end of September 2022, which
Berchem (BE) I Park Kemmelberg
applies retroactively for the entire 2022 financial year. However, in the event of the sale of real estate, the portfolio result realised before 2022 can still be taxed according to the generally applicable tax system, so that for reasons of prudence a deferred tax is provided for this. In the future, this will only change as a result of the sale of real estate and the realisation of a capital gain.
This section also includes the change in the calculated exit tax for the Belgian subsidiaries.
The adjusted EPRA earnings on a consolidated basis amounted to €17,056,753 as at 30 June 2022 compared to €13,174,539 as at 30 June 2021. This represents an increase of 29.47%. The adjusted EPRA earnings per share rose from €0.5106 as at 30 June 2021 to €0.6293 as at 30 June 2022. This represents an increase of 23.26% and is lower than the increase in total adjusted EPRA earnings due to the increase in the number of issued shares.
Vorst (BE) I Nuance
| ASSETS | Amounts in EUR | 30/06/2022 | 31/12/2021 |
|---|---|---|---|
| I. NON-CURRENT ASSETS | 1,070,968,609 | 927,165,460 | |
| B. | Intangible assets | 97,802 | 122,671 |
| C. | Investment properties | 856,115,057 | 718,031,800 |
| D. | Other tangible fixed assets | 4,982,142 | 4,739,677 |
| E. | Financial fixed assets | 20,382,442 | 2,685,847 |
| F. | Finance lease receivables | 177,247,940 | 186,775,769 |
| G. | Trade receivables and other non-current assets | 12,143,226 | 14,809,696 |
| II. CURRENT ASSETS | 14,270,203 | 18,150,751 | |
| D. | Trade receivables | 4,380,052 | 4,514,443 |
| E. | Tax receivables and other current assets | 1,866,557 | 10,167,850 |
| F. | Cash and cash equivalents | 7,105,513 | 2,544,873 |
| G. | Deferrals and accruals | 918,080 | 923,585 |
| TOTAL ASSETS | 1,085,238,812 | 945,316,211 | |
| EQUITY AND LIABILITIES | |||
| EQUITY | 516,888,611 | 479,258,685 | |
| A. | Capital | 161,248,763 | 160,226,675 |
| B. | Share premium | 236,028,369 | 233,064,630 |
| C. | Reserves | 63,553,244 | 26,312,559 |
| D. | Net result for the financial year | 56,058,234 | 59,654,821 |
| LIABILITIES | 568,350,202 | 466,057,526 | |
| I. Non-current liabilities | 286,886,687 | 296,256,614 | |
| B. | Non-current financial debts | 272,998,007 | 274,600,056 |
| C. | Other non-current financial liabilities | 8,909,221 | 19,494,005 |
| E. | Other non-current liabilities | 1,910,348 | 1,993,405 |
| F. | Deferred tax - liabilities | 3,069,112 | 169,148 |
| II. Current liabilities | 281,463,515 | 169,800,912 | |
| B. | Current financial liabilities | 266,746,042 | 151,220,542 |
| D. | Trade payables and other current liabilities | 9,546,260 | 12,245,266 |
| E. | Other current liabilities | 1,423,352 | 3,550,796 |
| F. | Deferrals and accruals | 3,747,860 | 2,784,308 |
| TOTAL EQUITY AND LIABILITIES | 1,085,238,812 | 945,316,211 |
| 30/06/2022 | 31/12/2021 |
|---|---|
| 1,070,968,609 | 927,165,460 |
| 97,802 | 122,671 |
| 856,115,057 | 718,031,800 |
| 4,982,142 | 4,739,677 |
| 20,382,442 | 2,685,847 |
| 177,247,940 | 186,775,769 |
| 12,143,226 | 14,809,696 |
| 14,270,203 | 18,150,751 |
| 4,380,052 | 4,514,443 |
| 1,866,557 | 10,167,850 |
| 7,105,513 | 2,544,873 |
| 918,080 | 923,585 |
| 1,085,238,812 | 945,316,211 |
| 516,888,611 | 479,258,685 |
| 161,248,763 | 160,226,675 |
| 236,028,369 | 233,064,630 |
| 63,553,244 | 26,312,559 |
| 56,058,234 | 59,654,821 |
| 568,350,202 | 466,057,526 |
| 286,886,687 | 296,256,614 |
| 272,998,007 | 274,600,056 |
| 8,909,221 | 19,494,005 |
| 1,910,348 | 1,993,405 |
| 3,069,112 | 169,148 |
| 281,463,515 | 169,800,912 |
| 266,746,042 | 151,220,542 |
| 9,546,260 | 12,245,266 |
| 1,423,352 | 3,550,796 |
| 3,747,860 | 2,784,308 |
| 1,085,238,812 | 945,316,211 |
The Company's property portfolio increased by €138,083,257 in 2022. The increase is explained by (i) the acquisition of investment properties, namely the projects 'Emera Murcia' in Murcia (ES), 'Ballincurrig Care Centre' in Ballincurrig (IE), 'Cairnhill Nursing Home' in Bray (IE), 'Dunlavin Nursing Home' in Dunlavin (IE), 'Elm Green Nursing Home' in New Dunsink (IE), 'Leeson Park Nursing Home' in 'Ranelagh (IE) and 'Ratoath Manor Nursing Home' in Ratoath (IE), (ii) the acquisition of development projects, namely the projects 'Warm Hart Zuidwolde' in Zuidwolde (NL), 'Warm Hart Ulestraten' in Ulestraten (NL) and 'Solimar Tavernes Blanques' in Tavernes Blanques (ES), (iii) the further development of the projects 'Margaritha Maria Kerk (vicarage)' in Tilburg (NL), 'Sterrenwacht' in Middelburg (NL), 'St. Josephkerk' in Hillegom (NL), 'Aldenborgh' in Roermond (NL), 'Villa Vught' in Vught (NL), 'Mariënhaven' in Warmond (NL), 'Huize Elsrijk' in Amstelveen (NL), 'Amstel' in Ouderkerk aan de Amstel (NL), 'Emera Carabanchel' in Madrid (ES) and 'Emera Mostoles', in Madrid (ES) and (iv) by a further increase of the fair value of the pre-existing portfolio amounting to €17 million.
The projects 'Aldenborgh' in Roermond (NL), 'Villa Vught' in Vught (NL), 'Margaritha Maria Kerk - vicarage' in Tilburg (NL) and 'Emera Carabanchel' in Carabanchel (ES) were completed during the first half of the 2022 financial year.
The real estate experts confirm the fair value of the property portfolio at a total amount of €854.8 million (excluding €1.3 million in rights in rem). The fair value is equal to the investment value (or the value deed-in-hand, being the value in which all acquisition costs were included) from which the transaction costs were deducted for an amount of 2.5% for the real estate in Belgium, 8.5% for the real estate in The Netherlands and 7.5% for the real estate in Ireland. For real estate in Spain, these are determined by the region where the property is located.
As at 30 June 2022, this item contains €4,958,426 of 'tangible fixed assets for own use'. The increase compared to 31 December 2021 is explained by the further development of the head office in Schoten, of which the provisional delivery took place in January 2022.
The item 'finance lease receivables' includes all final building rights fees that are due for repayment at the end of the contract for the 76 projects in the initial portfolio and during the term of the contract for the projects 'Hof ter Moere' in Moerbeke (BE), 'Hof Driane' in Herenthout (BE), 'De Nieuwe Ceder' in Deinze (BE) and 'Assistentiewoningen De Stille Meers' in Middelkerke (BE).
Unlike the projects in the initial portfolio, for the aforementioned reason, the ground rent for the projects in Moerbeke, Herenthout, Deinze and Middelkerke consists, not only of a revenue component, but also of a repayment of the investment value, as a result of which the amount of the receivable will gradually decrease over the term of the leasehold agreement.
The decrease in this item is explained by the write-off of the finance lease receivable relating to the 'Residentie De Anjers' project following the sale during the first semester of 2022.
The fair value of the finance leases amounted to €209,990,435 as at 30 June 2022.
The difference between the nominal value of the building lease payments (included under the heading 'finance lease receivables') and the fair value, which at the time of making available is calculated by discounting future cash flows, is included under 'trade receivables' and is depreciated on an annual basis. In this case, too, the decrease in this item can be attributed to the write-off of the trade receivable relating to the 'Residentie De Anjers' project in Balen (BE) following the sale during the first semester of 2022.
Tax receivables and other current assets amounted to €10,167,850 as at 31 December 2021, which was considerably higher
As a result of the high volume of investments made in the course of 2022, which were primarily financed with loan capital, the Company's financial debts increased significantly.
As at 30 June 2022, the Company has an MTN programme at Belfius (arranger) amounting to €300 million with dealers Belfius and KBC. The Company has set up the necessary backup lines for this purpose. As at 30 June 2022, the amount already drawn amounts to €92.5 million in commercial paper and €21.0 million in bonds.
| Amounts in EUR | 30/06/2022 | 31/12/2021 |
|---|---|---|
| Average remaining term of financial debt | 5.49 | 6.55 |
| Nominal amount of current and non-current financial debts | 539,828,318 | 425,932,431 |
| Weighted average interest rate (1) | 1.59% | 1.92% |
| Nominal amount of derivative instruments | 156,320,792 | 156,527,042 |
| Fair value of hedging instruments | 11,470,474 | -16,810,790 |
(1) The weighted average interest rate refers to interest rates after conversion of variable interest rates to fixed interest rates through swaps.
To hedge its debts with a floating interest rate, the Company also uses interest rate swaps. As at 30 June 2022, the Company has hedged 73.11% of its debts, either by means of an interest rate swap or by means of a fixed interest rate.
The consolidated debt ratio, calculated in accordance with Article 13, §1, 2° of the RREC Decree, was 51.90% as at 30 June 2022. The available margin as at 30 June 2022 for further investments and completion of the development projects already acquired before reaching a debt ratio of 55% (maximum in the Company's strategy) amounts to € 73.5 million and to €215.8 million before reaching a debt ratio of 60% (imposed in the covenants).
As part of the monitoring of compliance with the financial covenants, the Company can confirm that as at the date of this report, it is in compliance with all financial covenants agreed upon in connection with the issuance of the sustainability bonds in 2021.
The other non-current financial liabilities relate to the inclusion of the fair value of the financial instruments entered into. The decrease in this liability is a result of the increase in market interest rates during the first quarter of 2022. Financial instruments with a positive fair value are included in the item financial fixed assets.
The other non-current liabilities amount to €1,910,348 and have remained virtually unchanged compared to 31 December 2021. They concern the debts relating to the rights in rem for the projects 'La Résidence du Lac' in Genval (BE) and 'Villa Wulperhorst' in Zeist (NL), which are included in the balance sheet in accordance with IFRS 16.
The other current liabilities have decreased in comparison to 31 December 2021 to an amount of €1,423,352 and relate to short-term liabilities with respect to development projects. Of the outstanding amount at year-end, an amount of €2,242,195 was paid at the beginning of January 2022 within the framework of the completion of the extension of the 'Résidence des Ardennes' project in Attert (BE).
The debt ratio is calculated in accordance with Section 13, paragraph 1, bullet 2 of the RREC-RD (Royal Decree regarding Regulated Real Estate Companies) and amounts to 51.90% as at 30 June 2022. In view of the fact that Care Property Invest exceeds the debt ratio of 50%, it will draw up a financial plan in accordance with Article 24 of the RREC Royal Decree.
On the basis of the balance sheet and the global result statement for the 2021 financial year and the first semester of 2022, a forecast has been made for the following financial years, in accordance with the Company's accounting policy and in a manner comparable to the historical financial information.
The following hypotheses are used as points of view:
Assumptions regarding factors that can be influenced by the members of the Company's administrative, management and supervisory bodies directly:
Assumptions regarding factors that cannot be influenced by the members of the Company's administrative, management and supervisory bodies directly:
• Rental income was increased by the annual indexation and the impact of new investments;
• Further fluctuations in the fair value of both the investment properties and the financial instruments have not been included as they are difficult to predict and, moreover, have no impact on the result to be distributed. However, the increased volatility of interest rates may have an impact on the fair value of financial instruments;
• Care Property Invest expects no impact from any doubtful debt;
• Due to the 'triple net' nature(1) of the agreement, no maintenance costs were taken into account for the investment
properties. In spite of the fact that
the finance lease agreements also
concern 'triple net' agreements, a
limited provision was created for these
| Amounts in EUR | 30/06/2022 | 31/12/2021 |
|---|---|---|
| Intangible assets | 97,802 | 122,671 |
| Investment properties | 856,115,057 | 718,031,800 |
| Finance lease receivables and trade receivables | 209,990,435 | 267,844,539 |
| Authorised hedging instruments | 20,379,695 | 2,683,216 |
| Deferred tax - assets | 0 | 0 |
| Other assets included in the debt ratio | 12,149,579 | 20,348,186 |
| Cash and cash equivalents | 7,105,513 | 2,544,873 |
| TOTAL ASSETS | 1,105,838,081 | 1,011,575,284 |
| Equity | 516,888,611 | 479,258,685 |
| Revaluation gain on finance lease receivables | 20,599,269 | 66,259,073 |
| Debt and liabilities included in the debt ratio (2) | 552,624,009 | 443,610,065 |
| Other liabilities | 15,726,192 | 22,447,460 |
| TOTAL EQUITY AND LIABILITIES | 1,105,838,082 | 1,011,575,284 |
| DEBT RATIO OF THE COMPANY | 50.91% | 43.97% |
(1) This balance sheet has not been prepared in accordance with IFRS standards.
(2) The following debts and liabilities are not included in the calculation of the debt ratio: provisions, authorised hedging instruments, deferred taxes and accrued charges and deferred income.
| Amounts in EUR | 30/06/2022 | 31/12/2021 |
|---|---|---|
| Total assets | 1,085,238,812 | 945,316,211 |
| Liabilities | -568,350,202 | -466,057,526 |
| NET ASSETS | 516,888,610 | 479,258,685 |
| Net value per share | € 19.07 | € 17.80 |
| Total assets | 1,085,238,812 | 945,316,211 |
| Current and non-current liabilities (excluding 'authorised hedging instruments') | -579,820,676 | -449,246,737 |
| NET ASSETS EXCLUDING 'AUTHORISED HEDGING INSTRUMENTS' | 505,418,136 | 496,069,475 |
| Net value per share excluding 'authorised hedging instruments' | € 18.65 | € 18.43 |
| Total assets including the calculated fair value of finance lease receivables | 1,105,838,081 | 1,011,575,284 |
| Current and non-current liabilities (excluding 'authorised hedging instruments' and 'deferred taxes') |
-576,751,564 | -449,077,589 |
| NET ASSETS EXCLUDING 'AUTHORISED HEDGING INSTRUMENTS' AND 'DEFERRED TAXES' AND INCLUDING 'FAIR VALUE OF LEASE RECEIVABLES' (EPRA NAV) |
529,086,517 | 562,497,695 |
| Net value per share excluding 'authorised hedging instruments' and 'deferred taxes' and including 'fair value of finance lease receivables (EPRA NAV) |
€ 19.52 | € 20.89 |
(1) In accordance with the RREC Law, the net value per share is calculated on the basis of the total number of shares less own shares. As at 30 June 2022, the Company did not hold any own shares.
(1) With the exception of the project 'Les Terrasses du Bois' in Watermaal-Bosvoorde, for which a long-term double net agreement was concluded and the project 'Tilia' in Gullegem for which a long-term single net agreement was concluded.
Based on the aforementioned assumptions, the Company still has sufficient margin to make additional investments before the maximum debt ratio of 65% is exceeded on a consolidated basis. The consolidated debt ratio as calculated in accordance with Section 13 of the RREC-RD amounts to 51.90% as at 30 June 2022.
The Board of Directors evaluates its liquidity needs in due time and may, in order to prevent the maximum debt ratio from being reached, consider a capital increase, which might include a contribution in kind.
Based on the current contracts, which will still generate income for an average of 15.84 years, barring unforeseen circumstances, the Company assumes an increase in the distributable result and the dividend payment for the 2022 financial year. The Company's solvency is supported by the stable value of its real estate projects.
The Company therefore increases its guidance on rental income to at least €54 million, resulting in an increased adjusted EPRA result per share of at least €1.19.
Care Property Invest intends to pay out a gross dividend of at least €1.00 per share for the 2022 financial year, compared to the guidance of €0.96 per share given in the Interim Report of the Board of Directors 1st Quarter 2022. After deduction of the 15% withholding tax, this amounts to a net dividend of €0.85 per share.
For the 2022 financial year, the Company increases its EPS guidance to €1.19 and its DPS guidance to €1.00.
As a statutory auditor of Care Property Invest nv/sa (the "Company"), we have prepared, upon request by the board of directors, the present report on the forecasts of the adjusted EPRA earnings per share and the rental income for the 12 months period ending 31 December 2022 (the "Forecast") of Care Property Invest nv/ sa, included in the paragraph I.3 "Outlook" of their half-yearly financial report as of 30 June 2022 as approved by the Board of Directors on 25 August 2022 of the Company.
The assumptions included in the paragraph I.3 "Outlook" result in the following consolidated financial forecasts for the accounting year 2022:
It is the Company's board of directors' responsibility to prepare the consolidated financial forecasts and the main assumptions upon which the Forecast is
based.
It is our responsibility to provide an opinion on the consolidated financial forecasts, prepared appropriately on the basis of the above assumptions. We are not required nor do we express an opinion on the possibility to achieve that result or on the assumptions underlying this forecasts.
We performed our work in accordance with the auditing standards applicable in Belgium, as issued by the Institute of Registered Auditors (Institut des Réviseurs d'Entreprises/Instituut van de Bedrijfsrevisoren) including related guidance from its research institute and with the standard "International Standard on Assurance Engagements 3400" relating to the examination of prospective financial information. Our work included an evaluation of the procedures undertaken by the board of directors in compiling the forecasts and procedures aimed at verifying the consistency of the methods used for the forecasts with the accounting policies normally adopted by Care Property Invest nv/sa.
In accordance with Article 7:96 of the Code of Companies and Associations, a director who has a direct or indirect interest of a patrimonial nature that conflicts with the interest of the Company with respect to a decision or a transaction that falls within the authority of the Board of Directors, must inform the other directors before the Board of Directors takes a decision. The statement and explanation of the nature of this conflicting interest shall be minuted and included in full in the annual report or in a document that is filed together with the annual accounts. The minutes shall be communicated to the statutory auditor without delay.
In the minutes of 9 March 2022, a conflict of interest was recorded for Messrs Peter Van Heukelom, Filip Van Zeebroeck, Paul Van Gorp and Mrs Valérie Jonkers, Mrs Caroline Riské and Mrs Brigitte Grouwels. The minutes state:
'Peter Van Heukelom, Filip Van Zeebroeck and Valérie Jonkers declare that they have a conflict of interest within the meaning of Article 7:96 BCCA as they are beneficiaries of the bonus as explained in agenda item 7. Consequently, they were excluded from the deliberation and vote for this specific agenda
item.
Peter Van Heukelom declared that he had a conflict of interest within the meaning of Article 7:96 BCCA in view of agenda item 11 concerning his reappointment as director. Consequently, he is excluded from the deliberation and vote for this specific agenda
item.
Paul Van Gorp, Carol Riské and Brigitte Grouwels declared that they had a conflict of interest within the meaning of Article 7:96 BCCA, in view of agenda item 12 concerning their reappointment as directors. Consequently, they are excluded from the deliberation and the vote of this specific agenda item.
In the minutes of 17 May 2022, a conflict of interest of Mrs Caroline Riské was noted. The minutes state:
'Carol Riské declares that she has a conflict of interest within the meaning of Article 7:96 BCCA given that agenda item 7 deals with the divestment of the Balen project in which she acts as a consultant to Astor vzw. Consequently, she is excluded from the deliberation and the vote of this specific agenda item.''
We planned and performed our work so as to obtain all the information and explanations that we considered necessary in order to provide us with reasonable assurance that the forecasts have been properly compiled on the basis stated.
We have examined (a) the adjusted EPRA earnings per share and (b) the rental income of Care Property Invest nv/sa for the 12 months periods ending 31 December 2022 in accordance with the International Standard on Assurance Engagements applicable to the examination of prospective financial information. The board of directors is responsible for the consolidated financial forecasts including the assumptions referenced above. In our opinion the consolidated financial forecasts are properly prepared on the basis of the assumptions and presented in accordance with the accounting policies applied by Care Property Invest nv/sa for the consolidated financial statements of 2021.
Since the forecasts and the assumptions on which they are based relate to the future and may therefore be affected by unforeseen events, we can express no opinion as to whether the actual results reported will correspond to those shown in the forecasts. These differences may be material.
Diegem, 25 August 2022
EY Réviseurs d'Entreprises bv Statutory auditor
Represented by
Christel Weymeersch (1) Partner
(1) Acting on behalf of a bv
Zutphen (NL) I De Gouden Leeuw Zutphen
On 30 June 2022, the Board of Directors was structured as follows :
| Name | Function | Start 1st Mandate |
End of mandate of the Board of Directors |
|---|---|---|---|
| Mark Suykens • Non-Executive Director | |||
| • Chairman of the Board of Directors | |||
| • Chairman of the Nomination and Remuneration committee |
28/01/2004 | At the end of the Ordinary General Meeting of 2025 | |
| • Chairman of the Investment Committee | |||
| • Member of the Audit Committee | |||
| Peter Van Heukelom |
• Managing (Executive) Director | 21/05/2003 | At the end of the Ordinary General Meeting of 2026 |
| • Chairman of the Executive Committee | |||
| Willy Pintens • Managing (Executive) Director | |||
| • Member of the Executive Committee | 30/10/1995 | At the end of the Ordinary General Meeting of 2025 | |
| • Member of the Nomination and Remuneration Committee (advisory) |
|||
| Dirk Van den Broeck |
• Managing Director (Executive Director) | ||
| • Member of the Executive Committee | 30/10/1995 | At the end of the Ordinary General Meeting of 2025 | |
| • Member of the Audit Committee (advisory) | |||
| Brigitte Grouwels |
• Non-Executive Director / Independent Director | ||
| • Member of the Audit Committee | 20/05/2015 | At the end of the Ordinary General Meeting of 2026 | |
| • Member of the Nomination and Remuneration Committee |
|||
| Caroline Riské • Non-Executive Director / Independent Director | |||
| • Member of the Nomination and Remuneration Committee |
16/09/2015 | At the end of the Ordinary General Meeting of 2026 | |
| • Member of the Investment Committee | |||
| Paul Van Gorp • Non-Executive Director / Independent Director | |||
| • Chairman of the Audit Committee | 18/05/2011 | At the end of the Ordinary General Meeting of 2023 | |
| • Member of the Investment Committee | |||
| Ingrid Ceusters |
• Non-Executive Director / Independent Director | ||
| • Member of the Audit Committee | 27/05/2020 | At the end of the Ordinary General Meeting of 2024 | |
| • Member of the Nomination and Remuneration Committee |
|||
| Michel Van Geyte |
• Non-Executive Director / Independent Director | ||
| • Member of the Investment Committee | 27/05/2020 | At the end of the Ordinary General Meeting of 2024 | |
| • Member of the Audit Committee | |||
| Valérie Jonkers |
• Managing (Executive) Director | 27/05/2020 | At the end of the Ordinary General Meeting of 2024 |
| • Member of the Executive Committee | |||
| Filip Van Zeebroeck |
• Managing (Executive) Director | 27/05/2020 | At the end of the Ordinary General Meeting of 2024 |
| • Member of the Executive Committee |
Within the meaning of Article 7:87 of the Code of Companies and Associations (BCCA), Mrs Brigitte Grouwels, Mrs Caroline Riské, Mrs Ingrid Ceusters, Messrs Paul Van Gorp and Michel Van Geyte are regarded as Independent Directors
On 30 June 2022, the Executive Committee comprised the following persons, all effective leaders within the meaning of Section 14 of the Act of 12 May 2014:
| Name | Function |
|---|---|
| Peter Van Heukelom | Chief Executive Officer (CEO), Managing Director and Chairman of the Executive Committee |
| Dirk Van den Broeck | Managing Director and Risk Management - Risk Manager |
| Willy Pintens | Managing Director and Internal Audit Function |
| Filip Van Zeebroeck | Chief Financial Officer (CFO) and Managing Director |
| Valérie Jonkers | Chief Operation Officer (COO) and Managing Director |
Care Property Invest has not undertaken any activities within the meaning of Articles 3:6, 3:7 and 3:8 and 3:32 of the Belgian Code for Companies and Associations (BCCA)
The Board of Directors of Care Property Invest decided on 25 May 2022 to offer shareholders the option of an optional dividend for coupon 14 (with a gross value of €0.7461). Shareholders had the choice to (i) either contribute the net dividend claim into the capital of the Company against the issue of new ordinary shares, (ii) or receive the dividend in cash, (iii) or to choose a combination of the two previous options.
At the end of the option period, the Company was able to confirm that a total of 24.63% of the net dividend rights attached to the shares with coupon no. 14 (relating to the dividend for the 2021 financial year) were exchanged for new Care Property Invest shares, resulting in a reinforcement of equity by €4,030,287 (€1,022,088.40 in capital and €3,008,199.84 in share premium), which should allow for a further growth of the property portfolio.
On 15 June 2020, the extraordinary general meeting of shareholders decided to grant the (renewed) authorisation to purchase own shares. The purpose of the buy-back programme is to enable the Company to meet its obligations with respect to the remuneration of the executive management of Care Property Invest.
The 9,192 shares in portfolio on 31 December 2021 were transferred to the executive management in the course of the first semester of 2022 as part of the execution of the remuneration policy.
As at 30 June 2022, the company no longer has any own shares in its portfolio.
The Company published its third Sustainability Report on 27 June 2022. This report further elaborates on the sustainability strategy and objectives of the Company and the impact on its healthcare real estate investments, its employees and the broad group of stakeholders in accordance with international sustainability and reporting guidelines (GRI, EPRA sBPR and the Euronext ESG guidelines) and is based on three pillars: our buildings, our healthcare providers and our responsibility.
The sustainability report also reports on the allocation of net proceeds from financial instruments entered into under the Care Property Invest Sustainable Finance Framework to eligible sustainable assets. Care Property Invest's Sustainable Finance Framework is consistent with, among others, the guidelines of the Green Bond Principles (ICMA, 2018), Social Bond Principles (ICMA, 2020) and the Sustainability Bond Guidelines (2018).
To this end, 171,794 new ordinary shares were issued at a fixed issue price of €23.46 per share, within the limits of the authorised capital.
Consequently, on 20 June 2022, the capital of Care Property Invest was represented by 27,102,910 shares. The dividend rights that were not contributed, representing a total net amount to be distributed of €12,333,678.95 were paid out in cash.
On 7 July 2022, Care Property Invest acquired the 'Klapgat' project in Haacht by means of a contribution in kind of 100% of the shares in Igor Haacht nv, the company that owns the real estate of this project and this within the framework of the authorised capital.
The transaction resulted in a strengthening of equity of €13,914,724, of which an amount of €3,800,035 was allocated to the item capital and an amount of €10,114,689 to the item share premiums. The contribution of all shares of Igor Haacht nv was remunerated by 638,715 new Care Property Invest shares.
After this transaction the authorised capital was reduced by €3,800,035 so that the balance at present amounts to €64,873,735. After this transaction, the total number of outstanding shares of the Company amounts to 27,741,625.
Peter Van Heukelom, Willy Pintens, Dirk Van den Broeck, Filip Van Zeebroeck and Valérie Jonkers, Managing Directors, hereby declare that, to the best of their knowledge,
Genval (BE) I La Résidence du Lac
Gullegem (BE) I Tilia
| Number of shares on | 30/06/2022 | 31/12/2021 |
|---|---|---|
| Total number of shares | 27,102,910 | 26,931,116 |
| of which: | ||
| - Number of shares in circulation | 27,102,910 | 26,921,924 |
| - Number of own shares | 0 | 9,192 |
| Value of shares on | 30/06/2022 | 31/12/2021 |
|---|---|---|
| Stock price on cut-off date | € 23.85 | € 25.75 |
| Highest closing share price of this period | € 26.55 | € 28.45 |
| Lowest closing share price of this period | € 22.05 | € 24.50 |
| Average share price | € 24.28 | € 26.47 |
| Market capitalisation | € 646,404,404 | € 693,476,237 |
| Net value per share | € 19.07 | € 17.80 |
| Premium compared to the net fair value | 25.06% | 44.65% |
| EPRA NAV per share | € 19.52 | € 20.89 |
| Premium compared to EPRA NAV | 22.17% | 23.24% |
| Free float | 100.00% | 99.97% |
| Average daily volume | 23,483 | 23,870 |
| Turnover rate | 11.07% | 23.83% |
For the 2022 financial year, the Company proposes a gross dividend of €1.00 per share. This represents a net dividend of €0.85 per share and an increase of 15%.
IFRS NPV per share (in €)
(in €)
In accordance with Article 11 §3 of the RREC Law, Article 7: 211 of the Belgian Code of companies and associations (BCCA) – which requires a statutory reserve to be kept - is not applicable. The minimum pay-out requirement is established in accordance with Article 13 of the RREC Royal Decree and amounts to 80%. If necessary, and to the extent that there is sufficient profit, part of the profit is reserved and transferred to the following financial years in order to have more own funds for pre-financing and to provide the shareholders, in accordance with the original prospectus(1), a stable dividend for the subsequent financial years. The Company's strategy is to increase the dividend whenever sustainably possible and at least to keep it stable. In addition, it aims for a payout ratio close to the legal minimum of 80% and is considering using an optional dividend to keep profits within the Company to finance its growth strategy.
Based on the current existing agreements, the Company anticipates, barring unforeseen circumstances, an increase in the distributable result and dividend payment for the financial year 2022. The Company therefore increased its guidance on rental income of at least €54 million. Given the current circumstances, this would result in adjusted EPRA Earnings per Share of €1.19, which is an increase compared to the guidance of €1.17 per share included in the Interim Statement 1st Quarter of 2022.
Care Property Invest intends to pay out a gross dividend of € 1.00 per share for the 2022 financial year, which is also an increase compared to the guidance included in the interim statement for the first quarter of 2022 (this was €0.96). This represents an increase of 15% compared to the dividend issued for the 2021 financial year. After deduction of the withholding tax (15%), this represents a net dividend of €0.85 per share.
(1) Prospectus of public offering for subscription to 10,000 shares as issued by Serviceflats Invest nv./sa.
On 30 June 2022, the Care Property Invest share is included in 4 indexes, being the Euronext BEL Mid Index, the Euronext BEL Real Estate index and the GPR Index (General Europe and General Europe Quoted). Since December 2016, the Company is also a member of the EPRA organisation and although its share is not included in the EPRA index, it uses this index as a benchmark and also applies the EPRA standards in its yearly and halfyearly financial reporting.
| Inclusion index as at 30 June 2022 | |
|---|---|
| Index Name | Weight |
| Euronext Bel Mid index (Euronext Brussels) | 2.40% |
| Euronext Real Estate (Euronext Brussels) | 2.09% |
| GPR (Global Property Research) General Europe Index | 0.1602% |
| GPR (Global Property Research) General Europe Quoted Index (excl. open-end bank funds) | 0.2368% |
For the financing of its projects, the Company also relied on the capital market by issuing bonds and commercial paper through an MTN programme with Belfius as arranger and Belfius and KBC as dealers (KBC only for the CP part). In March 2021, this programme was increased to €300 million.
As at 30 June 2022, this form of financing is composed as follows:
| Issuer | ISIN code Nominal amount | Issue date Expiry date Remaining | term in years |
Coupon | Indicative price as at 30/06/2022 |
||
|---|---|---|---|---|---|---|---|
| Care Property Invest nv | BE6296620592 | € 5,000,000 | 12/07/2017 12/07/2023 | 6 | 1.49% | 100.28% | |
| Care Property Invest nv | BE6296621608 | € 5,000,000 | 12/07/2017 12/07/2024 | 7 | 1.72% | 98.79% | |
| Care Property Invest nv | BE6303016537 | € 7,500,000 | 28/03/2018 28/03/2029 | 11 | 2.08% | 92.27% | |
| Care Property Invest nv | BE6311814246 | € 1,500,000 | 14/02/2019 14/02/2027 | 8 | 1.70% | 94.58% | |
| Care Property Invest nv | BE6311813230 | € 500,000 | 14/02/2019 14/02/2030 | 11 | 1.99% | 90.22% | |
| Care Property Invest nv | BE6318510276 | € 1,500,000 | 21/01/2020 | 21/01/2028 | 8 | 0.90% | 88.88% |
| TOTAL | € 21,000,000 |
(capital + share premium)
(4) Outlook.
Adjusted EPRA result (in €/share).
Gross dividend (in €/share) - On 24 March 2014 a share split took place (1/1,000).
The Company has no knowledge of any shareholders holding more than 5% of the voting rights, as no notifications have been received to this effect within the context of the transparency legislation.
On 22 June 2022, KBC Asset Management notified the Company that it no longer exceeds the 3% threshold and this since 20 June 2022. Care Property Invest refers to its website www.carepropertyinvest.be for the publication of these transparency notifications.
The MTN programme of €300 million provides for a maximum withdrawal of €200 million in commercial paper. Of this, an amount of €92.5 million was drawn as at 30 June 2022.
Apart from this new notification by KBC Asset Management and the already known excess of Pensio B, the Company received no new notifications for exceeding or falling below the 3% threshold during the 2022 financial year.
3.2 Sustainability bonds
In 2021, the Company issued €32.5 million in sustainability bonds through a private placement with an institutional investor belonging to an international insurance group. The bonds, which were issued on 8 July 2021, have a term of 10 years and a
coupon of 2.05%.
The net proceeds were used exclusively for the (re)financing of eligible sustainable assets as included in the Care Property Invest Sustainable Finance Framework. The allocation of the net proceeds to the qualifying sustainable assets was included in the Company's annual sustainability report, which together with the Sustainable Finance Framework can be found on the Company's website under the section
sustainability.
Bonheiden-Rijmenam (BE) I Ter Bleuk
| Interim Statement 3rd Quarter 2022 | 8 November 2022, after trading hours | |
|---|---|---|
| Press release annual results 2022 | March 2023 | |
| Annual financial report 2022 | April 2023 | |
| Interim statement 1st quarter 2023 | May 2023 | |
| Ordinary General Meeting | 24 May 2023, 11 a.m. | |
| Half-yearly Financial Report 2023 | September 2023 | |
The above dates are subject to change.
| Share distribution on | 30 June 2022 | 20 June 2022(1) | 31 December 2021 | |||
|---|---|---|---|---|---|---|
| % Proportion vis-à vis total capital |
Number of shares (expressed in nominal value) |
% Proportion vis-à vis total capital |
Number of shares (expressed in nominal value) |
% Proportion vis-à vis total capital |
Number of shares (expressed in nominal value) |
|
| ORDINARY SHARES | 100% | 27,102,910 | 100% | 27,102,910 | 100% | 26,921,924 |
| OWN SHARES | 0% | 0 | 0% | 0 | 0% | 9,192 |
| Registered ordinary shares |
6.16% | 1,670,215 | 6.16% | 1,670,215 | 6.17% | 1,661,354 |
| Dematerialised ordinary shares |
93.84% | 25,432,695 | 93.84% | 25,432,695 | 93.83% | 25,269,762 |
As at 30 June 2022, all shares are ordinary shares, the vast majority of which are dematerialised.
(1) The number of shares changed as a result of the optional dividend that Care Property Invest offered to its shareholders on 25 May 2022. The success ratio of this dividend was 24.63%, which led to a strengthening of equity by €4,030,287.24 and the issue of 171,794 new ordinary shares at an issue price of €23.46 per share. Consequently, as of 20 June 2022, the Company's share capital amounts to €161,248,763.12 and is represented by a total of 27,102,910 fully paid-up shares.
| 8 November 2022, after trading hours |
|---|
| March 2023 |
| April 2023 |
| May 2023 |
| 24 May 2023, 11 a.m. |
| September 2023 |
Oudsbergen (BE) I Ter Meeuwen
Care Property Invest is a member of the European Public Real Estate Association (EPRA) since December 2016. With a joint real estate portfolio that exceeds
the mark of €690 billion(1), more than 285 EPRA members (companies, investors and their suppliers) represent the core of the European listed real estate. The purpose of this non-profit organisation is to promote the European (listed) real estate and its role in society. Its members are listed companies and join forces to improve accounting guidelines, the supply of information and corporate governance within the European real estate sector. Furthermore, EPRA provides high-quality information to investors and publishes standards for financial reporting which from the annual financial report of the financial year 2016 on were included in the half-yearly and annual financial reports of Care Property Invest.
In February 2022 the Board of directors of the European Public Real Estate Association (EPRA) published an update of the report 'EPRA Reporting: Best Practices Recommendations' ('EPRA Best Practices'). The report is available on the EPRA website (www.epra.com). This report contains recommendations for the most important indicators of the financial performance of listed real estate companies. Care Property Invest supports the current tendency to standardise reporting in view of higher quality and comparability of information and provides the investors with the
majority of the indicators recommended by EPRA.
Care Property Invest's efforts in the 2020 financial year to apply the EPRA standards as completely as possible in its yearly and half-yearly financial reports have been rewarded for the fifth time in September 2021 with an EPRA BPR Gold Award at the annual EPRA conference. The Company is committed to continually improve the transparency and quality of the financial reporting and also wants to earn this recognition in the coming financial years.
In addition, EPRA also publishes principles regarding sustainability reporting and sustainability performance measures, the EPRA Sustainability Best Practices Recommendations (sBPR). The Company already published a sustainability report for the 2019, 2020 and 2021 financial years, applying the sBPR. Care Property Invest received both the EPRA sBPR Silver Award and the EPRA sBPR Most Improved Award for its sustainability report in September 2021. The Company is pleased with this recognition of the efforts made in the field of sustainability reporting and intends to continue to make progress in this area in the future.
The information in this chapter is not compulsory according to the RREC legislation and is not subject to review by the FSMA. The statutory auditor has verified for the EPRA indicators relating to 2022, by means of a limited review, that these data have been calculated in accordance with the definitions of the EPRA Best Practices Recommendations Guidelines and that the financial data used correspond to the figures included in the audited consolidated Half-Yearly Financial
Report.
| 30/06/2022 | 30/06/2021 | ||
|---|---|---|---|
| EPRA Earnings | x € 1,000 | 14,186 | 12,630 |
| Earnings from operational activities. | €/share | 0.52 | 0.49 |
| Adjusted EPRA Earnings | x € 1,000 | 17,057 | 13,175 |
| Earnings from operational activities corrected with company-specific non-cash items (being finance leases - profit or loss margin attributable to the period, depreciation, provisions and other portfolio result). |
€/share | 0.63 | 0.51 |
| EPRA Cost ratio (incl. costs of direct vacancy) | % | 25.21% | 18.12% |
| Administrative/operating costs including the direct costs of the vacant buildings, divided by gross rental income. |
|||
| EPRA Cost ratio (excl. costs of direct vacancy) | % | 25.21% | 18.12% |
| Administrative/operating costs less the direct costs of |
Administrative/operating costs less the direct costs of the vacant buildings, divided by gross rental income.
The EPRA index is used worldwide as a benchmark and is the most used investment index to compare performances of listed real estate companies and REITS. As at 30 June 2022,
the FTSE EPRA Nareit Developed Europe Index is composed on the basis of a group of 107 companies with a combined market capitalisation of more than €255 billion (full market capitalisation).
The EPRA indicators below are considered to be the Company's APMs, which are recommended by the European Association of listed real estate companies (EPRA) and which have been drawn up in accordance with the APM guidelines issued by ESMA. For the objective and definition of these indicators, please refer to the Annual Financial Report 2021, chapter 'IX. Glossary', section '1.9 EPRA' on page 272.
(1) Exclusively in European real estate
| 30/06/2022 | 31/12/2021 | ||
|---|---|---|---|
| EPRA NAV | x € 1,000 | 529,087 | 562,498 |
| Net Asset Value (NAV), adjusted to include the investment properties at their fair value and to exclude certain items not expected to crystallise in a long-term investment property business model |
€/share | 19.52 | 20.89 |
| EPRA NNNAV | x € 1,000 | 526,519 | 512,986 |
| EPRA NAV, adjusted to include the fair value of (i) financial instruments, (ii) debt and (iii) deferred taxes. |
€/share | 19.43 | 19.05 |
| EPRA NRV | x € 1,000 | 564,748 | 585,953 |
| EPRA Net Reinstatement Value, assumes that the Company will never sell its assets and gives an estimate of the amount needed to re-establish the company. |
€/share | 20.84 | 21.76 |
| EPRA NTA | x € 1,000 | 528,855 | 562,206 |
| EPRA Net Tangible Assets, assumes that the company acquires and sells assets, which would result in the realization of certain unavoidable deferred taxes. |
€/share | 19.51 | 20.88 |
| EPRA NDV | x € 1,000 | 526,519 | 512,986 |
| EPRA Net Disposal Value, represents the value payable to the shareholders of the Company in the event of a sale of its assets, which would result in the settlement of deferred taxes, the liquidation of the financial instruments and the taking into account of other liabilities at their maximum amount, less taxes. |
€/share | 19.43 | 19.05 |
| EPRA Net Initial Yield (NIY) | % | 5.07% | 4.87% |
| Annualized gross rental income based on current rents ('passing rents') at the closing date, excluding property charges, divided by the market value of the portfolio and increased by the estimated transfer rights and costs in the event of hypothetical disposal of investment properties. |
|||
| EPRA adjusted NIY ('topped-up' NIY) | % | 5.34% | 5.07% |
| This measure incorporates an adjustment to the EPRA NIY in respect of the expiration of rental-free periods and other incentives. |
|||
| EPRA vacancy rate (1) | % | 0.07% | 0.08% |
Estimated rental value (ERV) of vacant space divided by the ERV of the total portfolio.
(1) Care Property Invest only runs a vacancy risk for the Tilia project in Gullegem. For the other projects, the risk is placed with the counterparty and the Company receives the canon/rent, regardless of the occurrence of a certain vacancy. On 30 June 2022, there are 4 vacant flats in the 'Tilia' project.
| Amounts in EUR 1,000 | 30/06/2022 | 30/06/2021 | |
|---|---|---|---|
| Net income as mentioned in the financial statements | 56,058 | 26,697 | |
| Adjustments to calculate EPRA Earnings: | -41,872 | -14,067 | |
| (i) | Changes in fair value of investment properties and assets held for sale |
-16,367 | -6,241 |
| (vi) | Changes in fair value of financial assets and liabilities (IFRS 9) and associated close-out costs |
-28,440 | -7,826 |
| (viii) | Deferred taxes m.b.t. EPRA adjustments | 2,935 | 0 |
| EPRA Earnings | 14,186 | 12,630 | |
| Weighted average number of shares outstanding (1) | 27,102,910 | 25,804,456 | |
| EPRA Earnings per share (in €) | 0.52 | 0.49 | |
| 1.2.2 Adjusted EPRA earnings | |||
| Amounts in EUR 1,000 | 30/06/2022 | 30/06/2021 | |
| Net income as mentioned in the financial statements | 56,058 | 26,697 | |
| Adjustments to calculate adjusted EPRA Earnings: | -39,001 | -13,522 | |
| (i) | Changes in fair value of investment properties and assets held for sale |
-16,367 | -6,241 |
| (vi) | Changes in fair value of financial assets and liabilities (IFRS 9) and associated close-out costs |
-28,440 | -7,826 |
| (viii) | Deferred taxes m.b.t. EPRA adjustments | 2,935 | 0 |
| (xi) | Company-specific non-cash elements | 2,870 | 545 |
| Adjusted EPRA Earnings | 17,057 | 13,175 | |
| Weighted average number of shares outstanding (1) | 27,102,910 | ||
| Adjusted EPRA Earnings per share (in €) | 25,804,456 |
(1) The weighted average of outstanding shares are the number of shares on closing date with rights to dividends.
| Amounts in EUR 1,000 | 30/06/2022 | 30/06/2021 |
|---|---|---|
| EPRA Earnings | 14,186 | 12,630 |
| Depreciation, amortization and reversals of impairments |
204 | 122 |
| Profit or loss margin projects allocated to the period | 2,666 | 423 |
| Adjusted EPRA Earnings | 17,057 | 13,175 |
| Amounts in EUR/share | 30/06/2022 | 30/06/2021 |
|---|---|---|
| EPRA Earnings | 0.5234 | 0.4894 |
| Depreciation, amortization and reversals of impairments |
0.0075 | 0.0047 |
| Profit or loss margin projects allocated to the period | 0.0984 | 0.0164 |
| Adjusted EPRA Earnings | 0.6293 | 0.5106 |
| Amounts in EUR 1,000 | 30/06/2022 | 31/12/2021 | |
|---|---|---|---|
| NAV per the financial statements | 516,889 | 479,259 | |
| NAV per share per the financial statements | 19.07 | 17.80 | |
| instruments | Diluted NAV, after exercising options, convertibles and other equity | 516,889 | 479,259 |
| To be included: | |||
| (ii) | Revaluation at fair value of finance lease receivables (1) | 20,599 | 66,259 |
| To be excluded: | |||
| (iv) | Fair value of financial instruments | 11,470 | -16,811 |
| (v.a) | Deferred tax | -3,069 | -169 |
| EPRA NAV | 529,087 | 562,498 | |
| Number of shares (2) | 27,102,902 | 26,921,924 | |
| EPRA NAV per share (in €) | 19.52 | 20.89 |
(1) The fair value of the 'finance lease receivables' was calculated by discounting future cash flows at an IRS rate prevailing on closing date, depending on the remaining duration of the underlying contract, increased by a margin.
(2) The number of shares is the number of shares on closing date with rights to dividends.
| Amounts in EUR 1,000 | 30/06/2022 | 31/12/2021 | |
|---|---|---|---|
| EPRA NAV | 529,087 | 562,498 | |
| To be included: | |||
| (i) | Fair value of financial instruments | 11,470 | -16,811 |
| (ii) | Fair value of debt | -10,969 | -32,531 |
| (iii) | Deferred tax | -3,069 | -169 |
| EPRA NNNAV | 526,519 | 512,986 | |
| Number of shares (1) | 27,102,902 | 26,921,924 | |
| EPRA NNNAV per share (in €) | 19.43 | 19.05 |
(1) The number of shares is the number of shares on closing date with rights to dividends.
| Amounts in EUR 1,000 | 30/06/2022 | 31/12/2021 | |
|---|---|---|---|
| IFRS equity attributable to shareholders | 516,889 | 479,259 | |
| Diluted NAV | 516,889 | 479,259 | |
| To be included: | |||
| (ii) | Revaluation at fair value of finance lease receivables (1) | 20,599 | 66,259 |
| Diluted NAV at fair value | 537,488 | 545,518 | |
| To be excluded: | |||
| (v) | Deferred tax on positive fair value adjustments in real estate investments |
-2,935 | 0 |
| (vi) | Fair value of financial instruments | 11,470 | -16,811 |
| To be included: | |||
| (xi) | Transfer tax on immovable property | 35,795 | 23,624 |
| EPRA NRV | 564,748 | 585,953 | |
| Number of shares (2) | 27,102,902 | 26,921,924 | |
| EPRA NRV per share (in €) | 20.84 | 21.76 | |
| (1) The fair value of the 'finance lease receivables' was calculated by discounting future cash flows at an IRS rate prevailing on closing date, depending on the remaining duration of the underlying contract, increased by a margin. |
(2) The number of shares is the number of shares on closing date with rights to dividends.
| Amounts in EUR 1,000 | 30/06/2022 | 31/12/2021 | |
|---|---|---|---|
| IFRS equity attributable to shareholders | 516,889 | 479,259 | |
| Diluted NAV | 516,889 | 479,259 | |
| To be included: | |||
| (ii) | Revaluation at fair value of finance lease receivables (1) | 20,599 | 66,259 |
| Diluted NAV at fair value | 537,488 | 545,518 | |
| To be excluded: | |||
| (v) | Deferred tax on positive fair value adjustments in real estate investments |
-2,935 | 0 |
| (vi) | Fair value of financial instruments | 11,470 | -16,811 |
| (viii.b) | Intangible assets | 98 | 123 |
| EPRA NTA | 528,855 | 562,206 | |
| Number of shares (2) | 27,102,902 | 26,921,924 | |
| EPRA NTA per share (in €) | 19.51 | 20.88 |
(1) The fair value of the 'finance lease receivables' was calculated by discounting future cash flows at an IRS rate prevailing on closing date, depending on the remaining duration of the underlying contract, increased by a margin.
(2) The number of shares is the number of shares on closing date with rights to dividends.
| Amounts in EUR 1,000 | 30/06/2022 | 31/12/2021 |
|---|---|---|
| IFRS equity attributable to shareholders | 516,889 | 479,259 |
| Diluted NAV | 516,889 | 479,259 |
| To be included: | ||
| (ii) Revaluation at fair value of finance lease receivables (1) |
20,599 | 66,259 |
| Diluted NAV at fair value | 537,488 | 545,518 |
| To be included: | ||
| (ix) Fair value of debt |
-10,969 | -32,531 |
| EPRA NDV | 526,519 | 512,986 |
| Number of shares (2) | 27,102,902 | 26,921,924 |
| EPRA NDV per share (in €) | 19.43 | 19.05 |
(1) The fair value of the 'finance lease receivables' was calculated by discounting future cash flows at an IRS rate prevailing on closing date, depending on the remaining duration of the underlying contract, increased by a margin.
(2) The number of shares is the number of shares on closing date with rights to dividends.
| Amounts in EUR 1,000 | 30/06/2022 | 31/12/2021 |
|---|---|---|
| Investment properties at fair value | 854,780 | 716,565 |
| Finance lease receivables at fair value (1) | 209,990 | 267,845 |
| Development projects (-) | -54,153 | -62,598 |
| Investment properties in exploitation at fair value | 1,010,617 | 921,812 |
| Allowance for estimated purchasers' rights and costs in case of hypothetical disposal of investment properties |
31,536 | 19,913 |
| Investment value of investment properties in exploitation | 1,042,153 | 941,725 |
| Annualized gross rental income (+) | 52,869 | 45,894 |
| Annualised net rental income | 52,869 | 45,894 |
| Rental discounts expiring within 12 months and other incentives (-) | 2,762 | 1,878 |
| Topped-up and annualized net rental income | 55,630 | 47,771 |
| EPRA NIY ( in %) | 5.07% | 4.87% |
| EPRA TOPPED-UP NIY ( in %) | 5.34% | 5.07% |
(1) The fair value of the 'finance lease receivables' was calculated by discounting future cash flows at an IRS rate prevailing on closing date, depending on the remaining duration of the underlying contract, increased by a margin.
| Financial year closed on | 30/06/2022 | 31/12/2021 |
|---|---|---|
| Rental area (in m²) | 522,430 | 479,934 |
| ERV of vacant surfaces | 37 | 37 |
| ERV of total portfolio | 56,800 | 48,574 |
| EPRA rental vacancy (in %) | 0.07% | 0.08% |
Care Property Invest only runs a vacancy risk for the "Tilia" project in Gullegem. For the other projects, the risk is placed with the counterparty and the Company receives the canon/rent, regardless of the occurrence of a certain vacancy. On 30 June 2022, there are 4 vacant flats in the 'Tilia' project.
The like-for-like net rental income compares the net rental income of the portfolio (including capital repayments and rental discounts) coming from the projects that were kept in operation during 2 consecutive years and were therefore not under development. Information regarding the growth of the net rental income, other than through acquisitions or disposals, allows the stakeholders to estimate the organic growth of the portfolio.
| Amounts in EUR 1,000 |
30/06/2021 | 30/06/2022 | |||||
|---|---|---|---|---|---|---|---|
| Net rental income at current perimeter |
Acquisitions | Sales | In operation | Net rental income at current perimeter |
Net rental income for the period |
Evolution of net rental income at current perimeter |
|
| Belgium | 17,830 | 0 | 234 | 1,749 | 18,708 | 20,691 | 4.93% |
| Investment properties in operation |
10,142 | 0 | 0 | 1,749 | 10,580 | 12,329 | |
| Finance leases | 7,688 | 0 | 234 | 0 | 8,128 | 8,362 | |
| The Netherlands | 1,302 | 232 | 0 | 1,178 | 1,341 | 2,751 | 3.01% |
| Investment properties in operation |
1,302 | 232 | 0 | 1,178 | 1,341 | 2,751 | |
| Spain | 0 | 196 | 0 | 1,256 | 0 | 1,451 | 0.00% |
| Investment properties in operation |
0 | 196 | 0 | 1,256 | 0 | 1,451 | |
| Ireland | 0 | 650 | 0 | 0 | 0 | 650 | 0.00% |
| Investment properties in operation |
0 | 650 | 0 | 0 | 0 | 650 | |
| Total investment properties and finance leases in operation |
19,132 | 1,077 | 234 | 4,183 | 20,049 | 25,544 | 4.80% |
| Amounts in EUR 1,000 | 30/06/2022 | 30/06/2021 |
|---|---|---|
| Administrative/operating expenses according to IFRS financial statements | -6,297 | -3,771 |
| Rental charges and taxes normally borne by the tenant on rented buildings | -16 | 0 |
| Technical costs | -1 | -1 |
| Overheads | -4,695 | -3,857 |
| Other operating income and charges | -1,586 | 86 |
| EPRA costs (including direct vacancy costs) (A) | -6,297 | -3,771 |
| Charges and taxes on unlet properties | 0 | 0 |
| EPRA costs (excluding direct vacancy costs) (B) | -6,297 | -3,771 |
| Gross rental income (C) | 24,980 | 20,812 |
| EPRA COST RATIO (INCLUDING DIRECT VACANCY COSTS) (A/C) | 25.21% | 18.12% |
| EPRA COST RATIO (EXCLUDING DIRECT VACANCY COSTS) (B/C) | 25.21% | 18.12% |
| General and capitalised operating expenses (including share of joint ventures) |
989 | 740 |
Care Property Invest capitalises overhead costs and operating expenses that are directly related to the
development projects (legal expenses, project management, ...) and acquisitions.
| Amounts in EUR 1,000 | 30/06/2022 | 30/06/2021 |
|---|---|---|
| Capitalized investment costs related to investment properties | ||
| (1) Acquisitions | 95,500 | 41,776 |
| (2) Developments | 23,323 | 32,380 |
| (3) Real estate in operation | 293 | -169 |
| Other material non-allocated types of expenditure | 293 | -169 |
| Total capitalized investment costs of investment properties | 119,116 | 73,986 |
| Conversion from accrual to cash basis | 0 | 0 |
| Total Capex investment properties on cash basis | 119,116 | 73,986 |
| Care Property Invest does not own a share in a joint venture. | ||
| (1) 2022: It concerns the acquisitions of the projects Emera Murcia in Murcia (ES), Ballincurrig Care Centre in Ballincurrig (IE), |
Middelburg (NL), St. Josephkerk in Hillegom, Aldenborgh in Roermond (NL), Mariënhaven in Warmond (NL), Villa Vught in Vught
2021: This concerns the further development of the projects De Orangerie in Nijmegen (NL), Margaritha Mariakerk in Tilburg (NL), Sterrenwacht in Middelburg (NL), Villa Wulperhorst in Zeist (NL), St. Josephkerk in Hillegom (NL), De Gouden Leeuw in Zutphen (NL), Aldenborgh in Roermond (NL), Mariënhaven in Warmond (NL), Villa Vught in Vught (NL), Huize Elsrijk in Amstelveen (NL) and Emera Carabanchel in Madrid (ES), as well as the acquisition of the development projects Résidence des Ardennes in Attert
Care Property Invest occupies a clear position within the RREC landscape through its specialisation within the market segment of housing for senior citizens. This is the segment in which it is mainly active today, but certainly not exclusively, because in 2014 it extended the definition of its social purpose to the market for people with disabilities in order to realise projects in this segment as well. Geographical expansion also figured on the agenda through the realisation of
an objective expansion to the entire European Economic Area. The Company's preparations in this context paid off in 2018 with a first acquisition on Dutch territory. In June 2020 the Company entered its third target market, Spain. Finally, in 2022, the company moved into its fourth target market, Ireland.
The table below provides an overview of the projects that the Company was able to acquire in The Netherlands, Spain and Ireland during the 1st semester of 2022. More information on these projects can be found in chapter 'I. Interim Report of the Board of Directors', '1.1 Important events during the 1st semester of 2022' on page 10.
| Name of project | Location of project | Type of project | Classification | ||
|---|---|---|---|---|---|
| The Netherlands | |||||
| Effectively acquired projects under development | |||||
| Warm Hart Zuidwolde | Zuidwolde | Care residence | Investment property | ||
| Warm Hart Ulestraten | Ulestraten | Care residence | Investment property | ||
| Completed projects | |||||
| Aldenborgh | Roermond | Care residence | Investment property | ||
| Villa Vught | Vught | Care residence | Investment property | ||
| Margaritha Maria Kerk (pastorie) |
Tilburg | Care residence | Investment property |
| Effectively acquired projects generating immediate returns | |||||
|---|---|---|---|---|---|
| Emera Murcia | Murcia | Residential care centre | Investment property | ||
| Effectively acquired projects under development | |||||
| Solimar Tavernes Blanques Tavernes Blanques | Residential care centre | Investment property | |||
| Completed projects | |||||
| Emera Carabanchel | Carabanchel | Residential care centre | Investment property |
| Effectively acquired projects generating immediate returns | ||||||
|---|---|---|---|---|---|---|
| Ballincurrig Care Centre | Ballincurrig | Residential care centre | Investment property | |||
| Ratoath Manor Nursing Home |
Ratoath | Residential care centre | Investment property | |||
| Dunlavin Nursing Home | Dunlavin | Residential care centre | Investment property | |||
| Leeson Park Nursing Home Ranelagh | Residential care centre | Investment property | ||||
| Cairnhill | Bray | Residential care centre | Investment property | |||
| Elm Green Nursing Home | New Dunsink | Residential care centre with group of assisted living apartments |
Investment property |
In the first semester of 2022, the Company sold the financial lease with regard to the 'Residentie de Anjers' project in Balen in order to further optimise its portfolio.
This divestment fits perfectly into the Company's strategy of building a solid portfolio.
The Company's real estate strategy is largely determined by the growing demand for real estate with a social added value, specifically care infrastructure that is fully tailored to the needs of its residents. This strategy is supported by the demographic evolution of the Belgian, Dutch, Spanish as well as the Irish population. For new investment projects, the Company focuses on quality buildings, located in good locations with reliable operators with whom a long-term commitment can be made, preferably under a triple net regime. The Company applies this strategy to all the markets in which it is active. Care Property Invest's approach simultaneously meets the expectations and needs of operators in this market by entering into long-term contracts and partnerships.
From its experience in building service flats for the Flemish Government, Belgian local authorities and charitable organisations continue to form an important target group. In this segment, the demand for affordable quality residential accommodation for the elderly and people with disabilities has been further exacerbated by the economic crisis. Furthermore, Care Property Invest also focuses on the private market through the realisation of residential care projects with experienced private operators in Belgium, The Netherlands, Spain and since 2022 Ireland.
Below, the Company includes the description of the healthcare property markets in the countries in which it operates, as provided by the Company's property expert, in addition to the valuation report:
After the global outbreak of the COVID-19 crisis in early 2020, our society as a whole but especially residential care homes were hit hard. By mid-2022, the worst of the damage will have been done, thanks to extensive vaccination. Nevertheless, the collective aspect, combined with often more limited resources in terms of staff and protection, make these institutions very vulnerable to epidemics.
This has its consequences for the operator of the healthcare property. On the one hand, the influx of new residents seems to be mainly a short-term problem. Residents were taken away from residential care centres, which also suffered a substantial number of deaths, while admissions were halted during the first lockdown period. Now that most of the crisis measures are over, we can expect a new inflow, given the ageing statistics and increasing need for care of the population.
However, problems could arise on the side of operating costs and available resources. Personnel costs will rise, both from the expectations of the personnel themselves and also from the need for sufficiently trained care personnel. Additional resources will also have to be devoted to the protection and prevention of staff and residents. The current high inflation rate also increases operating costs.
Healthcare real estate is valued relatively highly because of the underlying long-term triple-net contracts with professional and solvent operators. These contracts are valued with limited risks. Today, this results in prime yields with long-term contracts varying between 4.0% and 4.5 %, suggesting that healthcare real estate is almost considered a financial product rather than a real estate product. This crisis is likely to show that healthcare real estate also has inherent risks: long-term contracts will only last as long as the EBITDAR of the operation is not affected. Continuity in the operation of residential care centres during the coming months will have to show whether there will be an impact on the current healthcare real estate market and more specifically on current yields.
with Stadim bv.
(1) Prepared by, and included in this half-yearly financial report, in agreement
58 59
Healthcare real estate as a long-term investment has attracted increasing interest in recent years. The investor market is rapidly expanding to insurance companies and pension funds, for which (very) long term and, furthermore, index-linked contracts form a decisive element. This is also consistent with the desire of health care operators to pursue a policy that is also focused on the long term. The 'affiliated' division between operation and the real estate, which also occurs in the hotel segment, is therefore a logical consequence. However, the two parties remain affiliated in the need for a balanced profitability: they are therefore co-dependent. For the operator, the building, and in the case of expansion, the property is the property machine, as it were, that can never be allowed to stutter. Logically, as in the hotel segment, triple net contracts are also concluded in the care sector. For the operator, it is crucial that the quality of the property is maintained and that the operator can also intervene quickly if there is a threat of restraints. This is a misleading attraction for the investor. The investor is largely relieved of concern for the management of the building and the contract with the operator is for a very long term. The Achilles heel lies in the financial feasibility of the operation and the technical requirements of the building, including conformity with evolving regional regulations. If the operation proves to be insufficiently profitable due to a reduction in government intervention, altered regulations or an excessive lease agreement, a downward correction of the contract will become necessary, or operation may even become impossible. The estimation and follow-up of all possible technical, regulatory and operation-related changes and trends are crucial for the investor.
It is to be welcomed that various government bodies are making moves to limit the offer of individual rooms as investment objects.
Fortunately, this will lead to a dead end for joint ownership of health care real estate, as with apartments. Furthermore, apart from for justifiable social reasons, in due course it will be impossible to oblige the multitude of joint owners to make sometimes substantial investments at the same time. Hopefully, not only will this legislation be adopted by the different regional federated entities, but it will also be expanded to other types of ownership for the purpose of operation. How do you enforce the quality requirements for a hotel, a student home or even housing converted into multi-family accommodation in a case of joint ownership?
Within this general development of further professionalisation of the operating sector and broadening of the candidate investors, gross rental returns will steadily diminish. Transactions with triple net longer-term rental contracts are already being concluded with rental returns from 4%. The need for quality and polyvalence, or in general terms, the sustainability of the investment only increases as a result of this. With such low returns, a correction for incorrect expectations is no longer possible.
Lennik (BE) I Keymolen
Healthcare real estate consists of various segments, each with its own character. A distinction is made between healthcare real estate that provides care and cure. The care segment is intended for living in, where both light and heavy care are provided. The cure segment offers treatment, possibly with a short stay, that is focused on healing. Elderly people need and wish to live in their own homes for longer, which means there is a greater demand for senior housing and care apartments. In August 2021, there were 800,000 people aged over 80 in the Netherlands. If life expectancy increases significantly over the next 30 years, there will be 2.6 million over-80s in 2050. Part of this group will need long-term care, such as for dementia, a condition that is expected to cause the most deaths and highest burden of disease in 2040. This intensive care will increase the demand for that type of healthcare property, which is not available now. More than half of the over-75s experience loneliness, and it is expected that in 2040 1.3 million elderly people will need comfortable housing with a place where they can meet other people. The idea is to create an 'in-between home'. A new form of housing between home and nursing care, which reduces the pressure on professional care and is necessary in view of the growing shortage of informal carers and care staff. By promoting the flow of people, the 'in-between home' can partly solve the current problem on the housing market. Older people do want to move to a place that is smaller, where they can continue to live independently and can easily meet others, but this offer is currently not available. This creates a new investment market.
Up to 2030, more than 200,000 care homes must be put on the market. In addition, the existing housing stock is often outdated and will have to be made more sustainable in the coming decades, in line with the climate
objectives.
Many rental agreements for healthcare real estate have a rent indexation based on CPI. Since CPI inflation in March 2022 was 9.7%, the rent for healthcare properties can be increased by 9.7% on 1 July 2022. This percentage is considerably higher than the percentages in recent years. The high CPI is largely caused by a sharp increase in energy costs, so healthcare institutions will have to cope with both a rent increase of 9.7% and a substantial rise in energy bills. In many cases, it is stated that the rent increase is used to make the property more sustainable (in an accelarated way). This is intended to compensate for the above-average rise in rent with lower energy costs. In addition, housing corporations are faced with sharply rising maintenance and renovation costs.
(1) Prepared by, and included in this half-yearly financial report, in agreement with Stadim bv.
In recent years, more and more investors have invested in the healthcare property market. However, this was interrupted in 2021 and is expected to be temporary, as there are many opportunities for care organisations and investors to make moves in both new and existing buildings. The investment volume was slightly lower in 2021 due to limited available supply. In total, according to the report of CBRE Research, it is expected that investors will have between €1.1 and €1.2 billion of capital available to invest in the healthcare property market in 2022. Due to high demand, yields on extramural property will continue to fall, similar to those for regular housing. Returns on intramural property will remain higher, given the more specific product. With a master lease, intramural healthcare real estate is an interesting product. This can also be seen in first and second line care centres, where the care task will also increase due to the ageing population.
The economy has undergone a number of changes due to the corona pandemic, including working from home, new housing preferences, the future of offices, retail and hospitality. Healthcare real estate, on the other hand, is a stable growth sector, due to the certainty of an ageing population and the attractive yields. More and more foreign investors are investing in Dutch elderly care, first line centres, but also in (parts of) hospitals. The gross initial yield of care homes is therefore between 3.5% and 5.0%, intramural healthcare real estate between 5.0% and 6.5% and health centres between 5.5% and 7.0%.`
Characteristics of the Spanish healthcare real estate market:
Spain experienced a baby boom in the 1960s,
(1) Prepared by, and included in this half-yearly financial report, in agreement with Cushman & Wakefield.
Meath (IE) I Ratoath Manor Nursing Home
Care Property Invest participates actively as a real estate player and aims to make quality projects available to healthcare entrepreneurs as provided for in the residential care decree.
during a period referred to as 'the Spanish miracle', when the Spanish birth rate was 8.37%. These baby boomers are now 50/60 years old and today make up 25% of the Spanish population. Spain is expected to have the second highest dependency ratio of all European countries by 2050.
The investment volume for residential care centres in Spain has increased significantly in recent years and reached a record volume of around €1.2 billion in 2021, double the volume reached in 2020.
According to the latest available data, Spain has a total of 5,556 residential care centres with a total capacity of approximately 385,000 beds. Although there are numerous operators in this highly competitive market, DomusVi, Orpea, Vitalia, Amavir and Ballesol account for almost 32% of private beds offered
in Spanish residential care centres. Prime yields for residential care centres with long-term leases and a good operator are still under pressure and may drop to 4.50%. A recent transaction of a prime portfolio in Spain showed further yield compression for secondary regional locations. Several transactions in the main provinces outside Madrid and Barcelona were recorded at 5% or slightly lower.
The market for Irish healthcare real estate (1) Driven by a dramatic change in Ireland's demographic profile, a hospital system under enormous pressure and a shift towards investment in alternative sectors, there has been an increased demand for healthcare investment in Ireland in recent years, and this has accelerated since 2017. This primarily includes healthcare facilities such as new residential care centres and primary care centres, as there is a well-documented shortage of such facilities in the Irish market. This trend will only escalate in the coming years as the Irish population ages. In the intercensal period between 2011 and 2016, there was indeed a 19% increase in the number of people aged 65 and over in Ireland. As a result, there has been a notable increase in investors and investment funds in recent years, supported by operators specifically targeting this sector. The majority of new investments, both operators and real estate investors, in this sector have come from France, Germany, Belgium, The Netherlands and the UK. As has already been seen in other more mature markets such as the US and the UK, the healthcare sector tends to be particularly attractive to long-term
(1) Prepared by, and included in this half-yearly financial report, in agreement with CBRE.
capital and investors with experience in this specialised sector in other jurisdictions. In the residential care centre sector, investors are largely focused on the Fair Deal rate (the amount the Irish state pays per week for the provision of care), which ranges from around €875 to over €1,300 per week in other locations, such as Dublin. Investors will therefore be more attracted to investing in residential care centres with a higher Fair Deal rate and because they generate more income.
The government launched the Nursing Home Support Scheme (Fair Deal Scheme) in 2009. According to Fair Deal, a resident of a residential care centre must finance part of their care themselves, with the state compensating for the difference. All residents are assessed on their care and social needs and financial position. Meanwhile, 80% of all residents in residential care centres nationwide benefit from the Fair Deal Rate scheme. Standard services to be provided under the Fair Deal scheme include accommodation, nursing and personal care, bedding, laundry service and basic aids and equipment. Services not covered by the Fair Deal rate or social surcharge include hair and nail salon treatments and other non-routine services to residents.
The number of private beds (of which there are almost 26,000) is dominated by about 15 operators, although this number is declining due to increasing consolidation. The 22 largest operators control only 50% of all private and 'voluntary' beds. The remaining 50% consists of individual residential care centres run by separate entities/owners, as well as voluntary groups and charities.
One of the most striking features of the changing demographics in Ireland is the rate at which the population is ageing, especially among the older age groups. Census 2016 data showed that Ireland's population of elderly people (65+) was 629,800. This was a 35% increase compared to the previous decade. Elderly people now make up 13.4% of the national population (compared to 11% in 2006). The age category 85+ now represents 10.6% of the total population over 65.
The CSO's Population and Labour Force Projections expect the population within the age cohorts 65 years and older to increase by 38% to 871,400 persons by 2026 and by a further 83% by 2051. This will increase the age dependency (65+) to 23.8% of the total population by 2051.
The introduction of the 'National Quality Standards for Residential Care Settings for Older People in 2009' and 'National Quality Standards for Residential Care Settings for Older People in Ireland - 2016' have led to an improvement in the quality of residential care centres. It is possible that a very significant number of these residential care centres in the public sector (some 7,000 beds across some 115 sites) will disappear from the offer with the introduction of HIQA standards, as will some of the older buildings (and non-HIQA compliant) from the private offer. This will result in improved standards but a reduced supply, especially outside Dublin, which cannot be replaced in the short term.
| 30 June 2022 | Acquisition value | Fair value | Rental income received (1) |
|---|---|---|---|
| Belgium | |||
| Investment properties in operation | 466,408,372 | 526,006,498 | 12,329,046 |
| Finance leases in operation | 217,923,685 | 209,990,432 | 8,362,232 |
| The Netherlands | |||
| Investment properties in operation | 105,324,736 | 115,595,480 | 2,751,460 |
| Investment properties under development |
34,100,523 | 43,912,958 | 0 |
| Spain | |||
| Investment properties in operation | 69,905,522 | 73,764,657 | 1,451,411 |
| Investment properties under development |
8,104,321 | 10,239,790 | 0 |
| Irelan | |||
| Investment properties in operation | 85,522,813 | 85,260,421 | 649,601 |
| TOTAL | 987,289,972 | 1,064,770,236 | 25,543,750 |
(1) Rental income covers the period from 1 January 2022 to 30 June 2022.
(1) As at 30 June 2022 the investment properties 'Sterrenwacht' in Middelburg (NL), 'St. Josephkerk' in Hillegom (NL), 'Mariënhaven' in Warmond (NL), 'Huize Elsrijk' in Amstelveen (NL), 'Amstel' in Ouderkerk aan de Amstel (NL), 'Warm Hart Zuidwolde' in Zuidwolde (NL), 'Warm Hart Ulestraten' in Ulestraten (NL), 'Emera Mostoles' in Mostoles (ES) and 'Solimar Tavernes Blanques' in Tavernes Blanques (ES) are still under development.
(2) For the following operators, the number of projects per operator was less than 1% on 30 June 2021: Aldenborgh Exploitatie, Anima, Com4Care, Emera, Ontzorgd Wonen Groep, Résidence du Lac.
(3) For the following operators, the share of the rental income was less than 1% on 30 June 2022: Aldenborgh Exploitatie, DomusVi and SVE Group.
(4) For the following operators, the share in the rental income was less than 1% on 30 June 2021: Emera and Ontzorgd Wonen Groep.
Due to the increasing demand for modified forms of housing for the elderly, the buildings have few, if any voids and enjoy a very high occupancy rate. The vast majority of contracts concluded are 'triple net' contracts, as a result of which the ground rent or rental charge is always due in full, regardless of the actual occupancy rate. This implies that the economic occupancy rate of these project is always 100%. Any vacancy of the residential units would therefore have no impact on the revenues generated by the Company. The Company can confirm that the general occupancy rate of its investment properties and finance leases amounts to 100% on 30 June 2022.
In compliance with Article 30 of the RREC Law, no more than 20% of the consolidated assets may be invested in property that constitutes a single property unit. As at 30 June 2022, Care Property Invest did not exceed the legal limit of 20% laid down in Article 30 of the RREC Law. The Company takes this legal provision into consideration with every acquisition it makes and the order in which these investments are made.
(1) This concerns the fair value of the finance leases, including the initial portfolio.
| Operator and projects - | Nr. Map Address | Operator and projects - | Nr. Map | Address | |
|---|---|---|---|---|---|
| 30 June 2022 | 30 June 2022 | ||||
| Belgium - Investment property | Belgium - Financial leases | ||||
| Anima | Public | ||||
| Nuance | 7 | Schaatsstraat (Rue du Patinage), 1190 Vorst, België |
Hof ter Moere | 1 | Herfstvrede 1A, 9180 Moerbeke |
| Armonea | Huis Driane | 2 | Molenstraat 56, 2270, Herenthout |
||
| Les Terrasses du Bois | 8 | Terhulpsesteenweg 130, 1170 Watermaal-Bosvoorde |
De Stille Meers | 4 | Sluisvaartstraat 17, 8430 |
| Park Kemmelberg | 13 | Lange Pastoorstraat 37, 2600 Berchem |
Zorghuizen vzw | Middelkerke | |
| Ter Meeuwen | 16 | Torenstraat 15, 3670 Oudsbergen |
De Nieuwe Ceder | 3 | Parijsestraat 34, 9800 Deinze |
| WZC Residentie Moretus 12 | Grotesteenweg 185, 2600 Berchem |
||||
| De Wand | 22 | Wandstraat 21109/2013, 1020 Brussel |
2 3 |
||
| Keymolen | 23 | Karel Keymolenstraat 55, 1750 Lennik |
24 | 12 13 26 |
16 4 |
| Westduin | 24 | Badenlaan 62, 8434 Westende | 1 | 11 15 |
5 6 |
| My Assist | 22 23 14 7 17 |
18 | |||
| La Reposée | 20 | Rue du Chemin de Fer 1, 7033 Bergen |
10 21 20 |
8 19 |
|
| New Beaugency | 21 | Rue d'Ellezelles 57, 7321 Bernissart |
|||
| Résidence des Ardennes 25 | Rue du Bois de Loo 379, 6717 Attert |
9 | |||
| OCMW Wevelgem | 25 | ||||
| Residentie Tilia | 1 | Dorpsplein 21, 8560 Gullegem | Investment properties | ||
| Orelia Group | Belgium | ||||
| Wiart 126 | 17 | Carton de Wiartlaan 126-128, 1090 Jette |
100% Occupancy rate |
||
| Ter Beuken | 10 | Beukenbosstraat 9, 1652 Alsemberg |
€526 million | ||
| Résidence du Lac | Fair value portfolio | ||||
| La Résidence du Lac | 19 | Avenue Alber 1er 319, 1332 Genval |
|||
| Korian | 4 | 1 | 5 2 |
||
| 3 Eiken | 6 | Drie Eikenstraat 14, 3620 Lanaken |
|||
| Huyse Elckerlyc | 18 | Trinellestraat 23, 3770 Riemst | 3 | ||
| Ter Bleuk | 5 | Bleukstraat 11, 2820 Bonheiden-Rijmenam |
|||
| Woonzorgcentrum Oase 11 | Tramlaan 14, 1861 Wolvertem | ||||
| Vulpia Care Group | |||||
| Aan de Kaai | 2 | Antoine Coppenslaan 33, 2300 Turnhout |
|||
| Boeyendaalhof | 4 | Itegemsesteenweg 3, 2270 Herenthout |
Finance leases | ||
| Bois de Bernihè | 9 | Avenue de Houffalize 65, 6800 Libramont-Chevigny |
Belgium(1) | ||
| De Nieuwe Kaai | 3 | Nieuwe Kaai 5-7, 2300 Turnhout |
100% Occupancy rate |
||
| Home Aldante | 14 | Uytroeverstraat 1, 1081 Koekelberg |
€210 million | ||
| 't Neerhof | 15 | Nieuwstraat 69, 9660 Brakel, | Fair value portfolio | ||
| 'Dungelhoeff | 26 | Kazernedreef ZN, 2500 Lier | (1) This concerns the fair value of the finance |
| 100% Occupancy rate |
|---|
| €160 million Fair value portfolio |
| Operator and projects - 30 June 2022 |
Nr. Map | Address |
|---|---|---|
| The Netherlands - Investment property | ||
| De Gouden Leeuw Groep | ||
| De Gouden Leeuw (Laag Keppel) |
6 | Rijksweg 916998 AG, Laag Keppel |
| De Gouden Leeuw (Zelhem) 9 | Burg. Rijpstrastraat 3-5, 7021 CP Zelhem |
|
| De Gouden Leeuw (Zutphen) 10 | Spittaalstraat 93, 7201 EC Zutphen |
|
| SVE Group | ||
| Villa Sijthof | 4 | Oud Clingendaal 7, 2245 CH Wassenaar |
| Korian | ||
| De Orangerie | 1 | Malvert 5002-5004, 6538 DM Nijmegen |
| Margaritha Maria Kerk | 3 | Ringbaan West 300, 5025 VB Tilburg |
| Sterrenwacht | 5 | Herengracht 50-52, 4331 PX Middelburg |
| St. Josephkerk | 8 | Monseigneur van Leeuwelaan 1 & 3, 2182 EM Hillegom en Hoofstraat 141, 2181 EM Hillegom |
| Amstel | 19 | Polderweg 3, 1191 JR Ouderkerk aan de Amstel |
| Valuas Zorggroep B.V. | ||
| Villa Pavia | 2 | Laan van Beek en Royen 45 te 3701 AK Zeist |
| Boarnsterhim State | 11 | Wjitteringswei 67, 8495 JM Aldeboarn |
| Villa Oranjepark | 12 | Prins Hendriklaan 2, 2341 JB Oegstgeest |
| Het Witte Huis | 13 | Endegeesterlaan 2-4, 2342 CZ Oegstgeest |
| De Meerlhorst | 14 | Van Merlenlaan 2, 2103 GD Heemstede |
| Villa Wulperhorst | 7 | Tiendweg 6-8, 3709 JP Zeist |
| Mariënhaven | 16 | Mgr. Aengenentlaan 1, 2361 GB in Warmond |
| Villa Vught | 17 | Gogelstraat 3 te 5262 AB Vught |
| Aldenborgh exploitatie | ||
| Aldenborgh | 15 | Oudeborgstraat 12-14, 6049 Herten (Roermond) |
| Com4Care | ||
| Huize Elsrijk | 18 | Keizer Karelweg 489-491, 181 RH Amstelveen |
| Warm Hart | ||
| Warm Hart Zuidwolde | 20 | Spinwiefien 15, 7921 JT Zuidwolde |
| Warm Hart Ulestraten | 21 | Albert Schweitzerstraat 16, 6235 CV Ulestraten |
| Operator and projects - 30 June 2022 |
Nr. Map | Address |
|---|---|---|
| Spain - Investment property | ||
| Emera | ||
| Emera Carabanchel | 1 | Calle Juan Mieg 25, 28054 Carabanchel, Madrid |
| Emera Almeria | 2 | Calle Severo Ochoa 12, 03015 Almeria |
| Emera Mostoles | 3 | Calle Agustin de Betancourt 37, 28935, Mostoles, Madrid |
| Emera Murcia | 4 | Calle Avenida De La Justicia, Murcia |
| Forum de Inversiones Inmobiliarias Mare Nostrum | ||
| Forum Mare Nostrum I | 5 | Camino del Pintxo 2, 03580 Alicante |
| Vivalto | ||
| Solimar Tavernes Blanques 6 | Carrer Francesc Roig / Carrer 1 de Maig, Tavernes Blanques, Valencia |
|
| Ireland - Investment property | ||
| Silver Stream Healthcare | ||
| Ballincurrig Care Centr | 1 | Ballincurrig, Leamlara, Co. Cork, T56 TC04 |
| Ratoath Manor Nursing Home |
2 | Ratoath, Co. Meath, T A85 YW73 |
| Dunlavin Nursing Home | 3 | Dunlavin Lower, Dunlavin, Co. Wicklow, W91 P3C6 |
| Leeson Park Nursing Home 4 | 10 Leeson Park, Ranelagh, Dublin, D06 TC65 |
|
| DomusVi | ||
| Cairnhill Nursing Home | 5 | Herbert Road, Bray, Co Wicklow A98 VF88 |
| Elm green Nursing Home | 6 | Dunsink Lane, Dunsink, Co.Dublin 15 E403 |
The real estate portfolio is valued by Stadim, Cushman & Wakefield. And CBRE The total fair value of the portfolio amounts to €856,115,058 (including rights in rem). The fair value of the portfolio valued by Stadim amounts to €627,654,937 (73%). The fair value of the portfolio valued by Cushman & Wakefield amounts to €141,864,447 (17%). The fair value valued by CBRE amounts to €85,260,418 (10%).
The valuations were carried out at the time of the Covid-19 pandemic and, given the uncertain impact on the financial markets and economy, should be interpreted with caution. The circumstances and references during this valuation exercise are unclear, so the real estate experts recommend to closely monitor the valuations in the coming period (acc. RICS Red Book Global Material Valuation Uncertainty VPS3 and VPGA 10).
Dear Madam or Sir,
According to the statutory provisions, we have the honour of expressing our view on the value of the real estate portfolio of the public regulated real estate company (public RREC) Care Property Invest as at 30 June 2022.
Both Stadim cvba and the natural persons that represent Stadim confirm that they have acted as independent experts and hold the necessary relevant and recognised qualifications.
The valuation was performed on the basis of the market value, as defined in the 'International Valuation Standards' published by the 'Royal Institution of Chartered Surveyors' (the 'Red Book'). As part of a report that complies with the International Financial Reporting Standards (IFRS), our estimates reflect the fair value. The fair value is defined by the IAS 40 standard as the amount for which the assets would be transferred between two well-informed parties, on a voluntary basis, without special interests, mutual or otherwise. IVSC considers that these conditions have been met if the above definition of market value is respected. The market value must also reflect the current rental agreements, the current gross margin for self-financing (or cash flow), the reasonable assumptions concerning the potential rental income and the expected costs.
The costs of deeds must be adjusted in this context to the current situation in the market. Following an analysis of a large number of transactions, the real estate experts acting in a working group at the request of listed real estate companies reached the conclusion that, as real estate can be transferred in different forms, the impact of the transaction costs on large investment properties in the Belgian market with a value in excess of €2.5 million is limited to 2.5%. The value with no additional costs payable by the buyer therefore corresponds to the fair value plus deed costs of 2.5%. The fair value is therefore calculated by dividing the value with no additional costs payable by the buyer by 1.025. The properties below the threshold of €2.5 million and the foreign properties are subject to the customary registration laws and their fair value therefore corresponds to the value with costs payable by the buyer.
Both the current lease contracts and all rights and obligations arising from these contracts were taken into account in the estimates of the property values. Individual estimates were made for each property. The estimates do not take account of any potential added value that could be realised by offering the portfolio
During the first semester of 2022, the Company acquired 6 new projects on the Irish market.
as a whole in the market. Our valuation does not take account of selling costs or taxes payable in relation to a transaction or development of real estate. These could include estate agents' fees or publicity costs, for example.
In addition to an annual inspection of the relevant real estate, our estimates are also based on the information provided by Care Property Invest in relation to the rental situation, the floor areas, the drawings or plans, the rental charges and taxes in connection with the properties concerned, conformity with laws and regulations and environmental pollution. The information provided was deemed to be accurate and complete. Our estimates assume that elements that were not reported are not of a nature that would influence the value of the property. This valuation reflects the value in the market on the valuation date.
As at 30 June 2022, the fair value of the property portfolio amounted to €627,654,937 and the market value with no additional costs payable by the buyer (or the investment value, before deduction of transfer tax) to €651,049,800. The fair value of the outstanding ground rent amounts to €1,335,256.
Mostoles (ES) I Emera Mostoles
Yasmin Verwilt Valuation expert-Advisor STADIM bv
Antwerp, 30 June 2022 Céline Janssens MRICS Managing Director STADIM bv
Dear Madam, Sir,
We are pleased to send you our estimate of the fair value of investment properties held by Care property Invest as of 30 June 2022.
The valuations have been carried out taking into account the comments and definitions included in the reports and this according to the guidelines of the International Valuation Standards issued by the 'IVSC'.
We have acted individually as experts for the valuation where we have the necessary and recognised qualifications as well as the necessary expertise for these locations and types of buildings to be assessed. The determination of the fair value of the assessor has been derived primarily by using recent, comparable transactions that have taken place in the market, at arm's length conditions.
The valuation of the properties is assessed on the basis of the current rental contract and all associated rights and obligations. Each property was evaluated individually. This valuation does not take into account the potential value that can be realised by putting the entire portfolio on the market.
The valuations do not take into account the selling costs of a specific transaction such as brokerage or publicity costs. The valuations are based on property visits and information provided by Care Property Invest (such as current rent, area, plans, changes in rent, property taxes and regulations and pollution).
The information provided is assumed to be accurate and complete. The valuation is carried out on the assumption that the unavailable information does not affect the valuation of the property.
The 3 internationally defined valuation methods, as defined in the RICS Red Book, are the market approach, the cost approach and the income approach. These valuation methods are easily recognised by their basic principles:
The market approach equates to the comparison method of valuation;
The income approach refers to the investment method, either traditional (cap rate) or discounted cash flow (DCF) and is generally used for income generating properties;
The Cost Approach is often taken to refer to the Depreciated Replacement Cost method (DRC) and is generally used for non-income generating properties.
The different valuation methodologies are explained in the valuation reports and are based on the RICS Red Book.
Based on the valuations, the consolidated fair value of the portfolio amounted to €141,864,447 (after deduction of outstanding construction costs) as at 30 June 2022.
Bastien Van der Auwermeulen Associate Valuation & Advisory
Emeric Inghels MRICS Partner Valuation & Advisory
We are pleased to send you our estimate of the fair value of investment properties held by Care property Invest as of 30 June 2022.
The valuations have been carried out in accordance with the current version of the RICS Valuation – Global Standards incorporating the International Valuation Standards and the UK national supplement (the 'Red Book'), as set out in our Terms of Engagement.
We act as an External valuer as defined in the current version of the RICS Valuation – Global Standards. We have acted individually as experts for the valuation where we have the necessary and recognised qualifications as well as the necessary expertise relevant to the locations and types of buildings being assessed. The determination of the fair value of the assessor has been derived primarily by using recent, comparable transactions that have taken place in the market, at arm's length conditions.
The valuation of the properties is assessed on the basis of the current rental income and all associated rights and obligations. We have valued the Properties individually and no account has been taken of any discount or premium that may be negotiated in the market if all or part of the portfolio was to be marketed simultaneously, either in lots or as a whole.
The valuations do not take into account the selling costs of a specific transaction such as brokerage or publicity costs. The valuations are based on property visits and information provided by Care Property Invest. The information provided
is assumed to be accurate and complete. The valuation is carried out on the assumption that the unavailable information does not affect the valuation of the property.
The 3 internationally defined valuation methods, as defined in the RICS Red Book, are the market approach, the cost approach and the income approach. These valuation methods are easily recognised by their basic principles:
The market approach equates to the comparison method of valuation;
The income approach refers to the investment method, either traditional (cap rate) or discounted cash flow (DCF) and is generally used for income generating properties;
The Cost Approach is often taken to refer to the Depreciated Replacement Cost method (DRC) and is generally used for non-income generating properties.
The different valuation methodologies are explained in the valuation report and are based on the RICS Red Book.
Based on the valuations and as outlined in the valuation report, the consolidated fair value of the portfolio amounts to €85,295,000 as at 30
June 2022.
Yours faithfully,
Maureen Bayley Director – Healthcare For and on behalf of CBRE Unlimited
Bonheiden-Rijmenam (BE) I Ter Bleuk
| Amounts in EUR | 30/06/2022 | 30/06/2021 | |
|---|---|---|---|
| I | Rental income (+) | 25,543,750 | 20,612,883 |
| NET RENTAL RESULT | 25,543,750 | 20,612,883 | |
| V | Recovery of rental charges and taxes normally borne by tenants on let properties (+) |
193,123 | 104,441 |
| VII | Rental charges and taxes normally borne by tenants on let properties (-) |
-209,172 | -104,441 |
| REAL ESTATE RESULT | 25,527,700 | 20,612,883 | |
| IX | Technical costs (-) | -1,007 | -534 |
| REAL ESTATE COSTS | -1,007 | -534 | |
| REAL ESTATE OPERATING RESULT | 25,526,694 | 20,612,349 | |
| XIV | General expenses of the Company (-) | -4,694,775 | -3,856,665 |
| XV | Other operating income and expenses (+/-) | -1,585,574 | 85,926 |
| OPERATING RESULT BEFORE RESULT ON PORTFOLIO | 19,246,343 | 16,841,610 | |
| XVIII | Changes in fair value of investment properties (+/-) | 16,367,304 | 6,240,761 |
| OPERATING RESULT | 35,613,648 | 23,082,371 | |
| XX | Financial income (+) | 118 | 14 |
| XXI | Net interest expense (-) | -4,249,913 | -3,720,020 |
| XXII | Other financial costs (-) | -242,526 | -239,589 |
| XXIII | Changes in fair value of financial assets and liabilities (+/-) | 28,439,779 | 7,826,120 |
| FINANCIAL RESULT | 23,947,458 | 3,866,524 | |
| RESULT BEFORE TAXES | 59,561,105 | 26,948,895 | |
| XXIV | Corporation tax (-)(1) | -3,293,147 | -24,112 |
| XXV | Exit tax (-)(1) | -209,724 | -228,188 |
| TAXES | -3,502,871 | -252,300 | |
| NET RESULT (group share) | 56,058,234 | 26,696,595 | |
| Other elements of the global result | 0 | 0 | |
| GLOBAL RESULT | 56,058,234 | 26,696,595 |
(1) Due to reclassifications between the items XXIV. Corporation Tax (-) and XXV. Exit tax (-), the figures as at 30 June 2021 were also adjusted in order to allow for correct comparability.
| Amounts in EUR | 30/06/2022 | 31/12/2021 | |
|---|---|---|---|
| ASSETS | |||
| I. NON-CURRENT ASSETS | 1,070,968,609 | 927,165,460 | |
| B. Intangible assets | 97,802 | 122,671 | |
| C. Investment properties | 856,115,057 | 718,031,800 | |
| D. Other tangible fixed assets | 4,982,142 | 4,739,677 | |
| E. Financial fixed assets | 20,382,442 | 2,685,847 | |
| F. Finance lease receivables | 177,247,940 | 186,775,769 | |
| G. Trade receivables and other non-current assets | 12,143,226 | 14,809,696 | |
| II. CURRENT ASSETS | 14,270,203 | 18,150,751 | |
| D. Trade receivables | 4,380,052 | 4,514,443 | |
| E. Tax receivables and other current assets | 1,866,557 | 10,167,850 | |
| F. Cash and cash equivalents | 7,105,513 | 2,544,873 | |
| G. Deferrals and accruals | 918,080 | 923,585 | |
| TOTAL ASSETS | 1,085,238,812 | 945,316,211 | |
| EQUITY AND LIABILITIES | |||
| EQUITY | 516,888,611 | 479,258,685 | |
| A. Capital | 161,248,763 | 160,226,675 | |
| B. Share premium | 236,028,369 | 233,064,630 | |
| C. Reserves | 63,553,244 | 26,312,559 | |
| D. Net result for the financial year | 56,058,234 | 59,654,821 | |
| LIABILITIES | 568,350,202 | 466,057,526 | |
| I. Non-current liabilities | 286,886,687 | 296,256,614 | |
| B. Non-current financial debts | 272,998,007 | 274,600,056 | |
| C. Other non-current financial liabilities | 8,909,221 | 19,494,005 | |
| E. Other non-current liabilities | 1,910,348 | 1,993,405 | |
| F. Deferred tax - liabilities | 3,069,112 | 169,148 | |
| II. Current liabilities | 281,463,515 | 169,800,912 | |
| B. Current financial liabilities | 266,746,042 | 151,220,542 | |
| D. Trade payables and other current liabilities | 9,546,260 | 12,245,266 | |
| E. Other current liabilities | 1,423,352 | 3,550,796 | |
| F. Deferrals and accruals | 3,747,860 | 2,784,308 |
| Amounts in EUR | 30/06/2022 | 31/12/2021 | |
|---|---|---|---|
| ASSETS | |||
| I. NON-CURRENT ASSETS | 1,070,968,609 | 927,165,460 | |
| B. Intangible assets | 97,802 | 122,671 | |
| C. Investment properties | 856,115,057 | 718,031,800 | |
| D. Other tangible fixed assets | 4,982,142 | 4,739,677 | |
| E. Financial fixed assets | 20,382,442 | 2,685,847 | |
| F. Finance lease receivables | 177,247,940 | 186,775,769 | |
| G. Trade receivables and other non-current assets | 12,143,226 | 14,809,696 | |
| II. CURRENT ASSETS | 14,270,203 | 18,150,751 | |
| D. Trade receivables | 4,380,052 | 4,514,443 | |
| E. Tax receivables and other current assets | 1,866,557 | 10,167,850 | |
| F. Cash and cash equivalents | 7,105,513 | 2,544,873 | |
| G. Deferrals and accruals | 918,080 | 923,585 | |
| TOTAL ASSETS | 1,085,238,812 | 945,316,211 | |
| EQUITY AND LIABILITIES | |||
| EQUITY | 516,888,611 | 479,258,685 | |
| A. Capital | 161,248,763 | 160,226,675 | |
| B. Share premium | 236,028,369 | 233,064,630 | |
| C. Reserves | 63,553,244 | 26,312,559 | |
| D. Net result for the financial year | 56,058,234 | 59,654,821 | |
| LIABILITIES | 568,350,202 | 466,057,526 | |
| I. Non-current liabilities | 286,886,687 | 296,256,614 | |
| B. Non-current financial debts | 272,998,007 | 274,600,056 | |
| C. Other non-current financial liabilities | 8,909,221 | 19,494,005 | |
| E. Other non-current liabilities | 1,910,348 | 1,993,405 | |
| F. Deferred tax - liabilities | 3,069,112 | 169,148 | |
| II. Current liabilities | 281,463,515 | 169,800,912 | |
| B. Current financial liabilities | 266,746,042 | 151,220,542 | |
| D. Trade payables and other current liabilities | 9,546,260 | 12,245,266 | |
| E. Other current liabilities | 1,423,352 | 3,550,796 | |
| F. Deferrals and accruals | 3,747,860 | 2,784,308 | |
| TOTAL EQUITY AND LIABILITIES | 1,085,238,812 | 945,316,211 |
| Amounts in EUR | 30/06/2022 | 30/06/2021 |
|---|---|---|
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE FINANCIAL YEAR |
2,544,873 | 3,751,851 |
| 1. CASH FLOW FROM OPERATING ACTIVITIES | 25,158,422 | 13,646,238 |
| Net result for the financial year | 56,058,234 | 26,696,595 |
| Taxes | 3,502,871 | 252,300 |
| Net interest expense | 4,249,913 | 3,720,020 |
| Financial income | -118 | -14 |
| Net result for the financial year (excl. interest, taxes and realised capital gains) |
63,810,900 | 30,668,901 |
| Non-cash elements added to/deducted from the result | -41,936,745 | -13,522,055 |
| Changes in fair value of swaps | -28,439,779 | -7,826,120 |
| Changes in the fair value of investment properties | -16,367,304 | -6,240,761 |
| Depreciations, impairments and reversal of impairments of tangible fixed assets |
203,867 | 121,949 |
| Real estate leasing profit or loss margin of projects allocated to the period |
2,666,471 | 422,877 |
| Change in working capital requirement | 3,284,267 | -3,500,608 |
| Movement of assets | 7,475,518 | -3,037,122 |
| Movement of liabilities | -4,191,251 | -463,486 |
| 2. CASH FLOW FROM INVESTING ACTIVITIES | -112,336,756 | -43,209,554 |
| Investments in investment properties (including developments) | -111,814,203 | -31,914,130 |
| Investments in shares of real estate companies | -9,991,521 | -10,147,717 |
| Investments in tangible fixed assets | -333,863 | -1,142,191 |
| Investments in intangible fixed assets | -929 | -5,367 |
| investments in financial fixed assets | 189 | -150 |
| Divestments of finance leases | 9,803,571 | 0 |
| Amounts in EUR | 30/06/2022 | 30/06/2021 |
|---|---|---|
| 3. CASH FLOW FROM FINANCING ACTIVITIES | 91,738,974 | 29,302,074 |
| Cash elements included in the result | -3,728,603 | -3,597,197 |
| Interest expense paid | -3,728,721 | -3,597,210 |
| Interest received | 118 | 14 |
| Change in financial liabilities and financial debts | 113,895,887 | 51,425,217 |
| Increase (+) in financial debts (1) | 115,554,821 | 53,156,708 |
| Decrease (-) in financial debts: repayments (1) | -1,658,934 | -1,731,492 |
| Change in equity | -18,428,310 | -18,525,946 |
| Buy-back / sale of treasury shares | 174,196 | 116,180 |
| Dividend payments | -22,588,331 | -18,498,162 |
| Increase in capital and share premium | -1,220 | -143,964 |
| Increase in optional dividend | 3,987,045 | 0 |
| TOTAL CASH FLOWS (1) + (2) + (3) | 4,560,640 | -261,243 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE FINANCIAL | 7,105,513 | 3,490,609 |
| 369,779,481 | 19,864,912 | 25,023,930 |
|---|---|---|
| $-865,135$ | 865,135 | |
| $-18,498,162$ | $-18,498,162$ | Ω |
| 116,179 | 0 | 116,179 |
| 26,696,595 | 26,696,595 | Λ |
| 41,943,840 | 0 | Λ |
| 420,037,934 | 27,198,209 | 26,005,244 |
| 479,258,686 | 59,654,821 | 26,312,561 |
| Λ | $-37,066,489$ | 37,066,489 |
| $-22,588,331$ | $-22,588,331$ | Ω |
| 174,195 | O | 174,195 |
| 56,058,234 | 56,058,234 | Ω |
| 3,985,827 | O | Ω |
| 516,888,612 | 56,058,234 | 63,553,246 |
| THE FINANCIAL YEAR |
carried forward from previous financial years |
treasury shares | impact of swaps (1) |
changes in the fair value of real estate |
|||
|---|---|---|---|---|---|---|---|
| Reserve for the impact on the fair value of estimated transfer taxes and costs from hypothetical disposal of investment properties (-) |
Reserves for investment value of real estate |
||||||
| -865,135 | 865,135 | 5,586,378 | 154,886 | -5,358,254 | -1,664,218 | 2,146,343 | |
| -37,066,489 | 37,066,489 | 3,636,288 | 121,944 | 11,165,200 | -7,399,733 | 29,542,789 | |
| CAPITAL | SHARE PREMIUM |
Reserves for the balance of changes in the fair value of real estate |
Reserves for impact of swaps (1) |
Other reserves | Reserve for treasury shares |
Reserves carried forward from previous financial years |
RESERVES | RESULT FOR THE FINANCIAL YEAR |
SHAREHOLDERS' | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Reserves for the balance of changes in the investment value of real estate |
Reserve for the impact on the fair value of estimated transfer taxes and costs from hypothetical disposal of investment properties (-) |
||||||||||
| 1 January 2021 | 143,442,647 | 181,447,992 | 21,336,658 | -5,102,827 | -22,617,736 | 11,427,374 | -218,667 | 20,199,128 | 25,023,930 | 19,864,912 | |
| Net appropriation account fot the 2020 financial year |
2,146,343 | -1,664,218 | -5,358,254 | 154,886 | 5,586,378 | 865,135 | -865,135 | ||||
| Dividends | 0 | -18,498,162 | |||||||||
| Treasury shares | 116,179 | 116,179 | 0 | ||||||||
| Result of the period (2) | 0 | 26,696,595 | |||||||||
| Capital increase | 10,091,030 | 31,852,811 | 0 | 0 | |||||||
| 30 June 2021 | 153,533,676 | 213,300,803 | 23,483,001 | -6,767,045 | -27,975,990 | 11,582,260 | -102,488 | 25,785,506 | 26,005,244 | 27,198,209 | |
| 1 January 2022 | 160,226,675 | 233,064,630 | 29,600,443 | -10,768,415 | -27,975,990 | 11,582,260 | -296,787 | 24,171,050 | 26,312,561 | 59,654,821 | |
| Net appropriation account fot the 2021 financial year |
29,542,789 | -7,399,733 | 11,165,200 | 121,944 | 3,636,288 | 37,066,489 | -37,066,489 | ||||
| Dividends | 0 | -22,588,331 | |||||||||
| Treasury shares | 296,787 | -122,592 | 174,195 | 0 | |||||||
| Result of the period (2) | 0 | 56,058,234 | |||||||||
| Capital increase | 1,022,088 | 2,963,740 | 0 | 0 | |||||||
| 30 June 2022 | 161,248,763 | 236,028,369 | 59,143,232 | -18,168,147 | -16,810,790 | 11,704,204 | 0 | 27,684,747 | 63,553,246 | 56,058,234 |
(1) Reserve for net changes in the fair value of authorised hedging instruments that are not subject to hedge accounting as defined in the IFRS (+/-).
(2) The Company has no 'other comprehensive income', within the meaning of IAS 1, so that the Company's net income is equal to the overall result.
No distinction is made between capital changes that do and those that do not result from transactions with shareholder-owners, as the Company has no minority interests.
Care Property Invest (the 'Company') is a public limited liability company that acquired the status of a public regulated real estate company (RREC) under Belgian law on 25 November 2014. The head offices of the Company are located at the following address: Horstebaan 3, 2900 Schoten (Telephone: +32 3 222 94 94).
Care Property Invest actively participates as a real estate player and has the objective of making high-quality projects available to care providers as provided for in the Residential Care Decree. These include residential care centres, service centres, groups of assisted-living apartments and all other housing facilities for people with disabilities. Care Property Invest can develop, realise and finance these facilities itself, or can refinance existing buildings, with or without a renovation or expansion.
The Care Property Invest share is listed on Euronext Brussels (regulated market).
The condensed interim financial statements of the Company as at 30 June 2022 include the Company and its subsidiaries. The condensed interim financial statements are prepared in euro, unless stated otherwise, and cover the sixmonth period ended 30 June 2022.
The consolidated interim financial statements of the company were drawn
up in compliance with the International Financial Reporting Standards (IFRS), as approved and accepted within the European Union (EU) and in accordance with the provisions of the RREC Legislation and the RREC Royal Decree of 13 July 2014. These standards cover all new and revised standards and interpretations published by the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC), in as far as applicable to the activities of the group.
The condensed interim financial statements should be read in conjunction with the annual financial statements for the financial year closed on 31 December 2021. Care Property Invest has not adopted any new IFRS standards or interpretations during the first semester of 2022.
Care Property Invest has the ambition to make Ireland its fourth home market.
With its entry onto the Irish market in 2022, Care Property Invest has further developed its geographical distribution. Next to its presence on the Belgian, Dutch and Spanish markets, the Company has the ambition to make Ireland its fourth home market. In accordance with IFRS 8, the Company has made a distinction between 4 geographical segments: Belgium, the Netherlands, Spain and Ireland.
In addition, each group of companies under common control shall be considered as one customer. The income from transactions with these customers must be reported if they exceed 10% of the turnover. For Care Property Invest, these are the following customers as at 30 June 2022:
Segment information is prepared taking into account the operational segments and the information used internally to make decisions. The business results are regularly reviewed by the Company's Chief Operating Decision Maker or CODM in order to make decisions regarding the allocation of available resources and to determine segment performance. Within Care Property Invest nv, the Executive Committee acts as CODM.
The segmented information includes the results, assets and liabilities that can be applied to a specific segment, either directly or on a reasonable basis.
Middelkerke (BE) I Assistentiewoningen De Stille Meers
| Amounts in EUR | 30/06/2022 | |||||
|---|---|---|---|---|---|---|
| Belgium | The Netherlands |
Spain | Ireland | Non allocated amounts |
Total | |
| NET RENTAL RESULT | 20,691,278 | 2,751,460 | 1,451,411 | 649,601 | 0 | 25,543,750 |
| REAL ESTATE OPERATING RESULT |
20,690,271 | 2,738,475 | 1,448,345 | 649,601 | 0 | 25,526,694 |
| General expenses of the Company |
-4,504,489 | -89,556 | -112,016 | 11,285 | 0 | -4,694,776 |
| Other operating income and expenses |
-2,176,761 | 591,591 | -404 | 0 | 0 | -1,585,574 |
| OPERATING RESULT BEFORE RESULT ON PORTFOLIO |
14,009,021 | 3,240,510 | 1,335,926 | 660,886 | 0 | 19,246,343 |
| Changes in the fair value of investment properties |
13,143,517 | 1,840,047 | 1,947,740 | -564,000 | 0 | 16,367,304 |
| OPERATING RESULT | 27,152,539 | 5,080,557 | 3,283,666 | 96,886 | 0 | 35,613,647 |
| Financial result | 23,947,458 | 23,947,458 | ||||
| RESULT BEFORE TAXES | 23,947,458 | 59,561,105 | ||||
| Taxes | -3,502,871 | -3,502,871 | ||||
| NET RESULT | 20,444,587 | 56,058,234 | ||||
| GLOBAL RESULT | 56,058,234 |
| Amounts in EUR | 30/06/2021 | |||||
|---|---|---|---|---|---|---|
| Belgium | The Netherlands |
Spain | Ireland | Non allocated amounts |
Total | |
| NET RENTAL RESULT | 18,981,232 | 1,481,375 | 150,276 | 0 | 0 | 20,612,883 |
| REAL ESTATE OPERATING RESULT |
18,980,698 | 1,481,375 | 150,276 | 0 | 0 | 20,612,349 |
| General expenses of the Company |
-3,693,630 | -117,171 | -45,864 | 0 | 0 | -3,856,665 |
| Other operating income and expenses |
-487,192 | 573,118 | 0 | 0 | 0 | 85,926 |
| OPERATING RESULT BEFORE RESULT ON PORTFOLIO |
14,799,876 | 1,937,322 | 104,412 | 0 | 0 | 16,841,610 |
| Changes in the fair value of investment properties |
6,474,152 | 135,222 | -368,614 | 0 | 0 | 6,240,761 |
| OPERATING RESULT | 21,274,028 | 2,072,544 | -264,202 | 0 | 0 | 23,082,371 |
| Financial result | 3,866,524 | 3,866,524 | ||||
| RESULT BEFORE TAXES | 3,866,524 | 26,948,895 | ||||
| Taxes | -252,300 | -252,300 | ||||
| NET RESULT | 21,274,028 | 3,614,224 | 26,696,595 | |||
| GLOBAL RESULT | 26,696,595 |
| Amounts in EUR | 30/06/2022 | |||||
|---|---|---|---|---|---|---|
| Belgium | The Netherlands |
Spain | Ireland Non allocated amounts |
Total | ||
| TOTAL ASSETS | 526,712,959 | 160,137,233 | 84,004,447 | 85,260,418 | 229,123,755 1,085,238,812 | |
| Investment properties | 526,712,959 | 160,137,233 | 84,004,447 | 85,260,418 | 0 | 856,115,057 |
| Investment properties | 526,006,498 | 115,595,480 | 73,764,657 | 85,260,418 | 0 | 800,627,053 |
| Investment properties - project developments |
0 | 43,912,958 | 10,239,790 | 0 | 0 | 54,152,748 |
| Investment properties - rights in rem |
706,462 | 628,794 | 0 | 0 | 0 | 1,335,256 |
| Other assets | 229,123,755 | 229,123,755 | ||||
| TOTAL EQUITY AND LIABILITIES |
1,085,238,812 1,085,238,812 | |||||
| Shareholders Equity | 516,888,611 | 516,888,611 | ||||
| Liabilities | 568,350,201 | 568,350,201 | ||||
| Amounts in EUR | 31/12/2021 | |||||
|---|---|---|---|---|---|---|
| Belgium | The Netherlands |
Spain | Ireland Non allocated amounts |
Total | ||
| TOTAL ASSETS | 513,154,854 | 141,175,481 | 63,701,465 | 0 | 227,284,411 | 945,316,211 |
| Investment properties | 513,154,854 | 141,175,481 | 63,701,465 | 0 | 0 | 718,031,800 |
| Investment properties | 512,280,278 | 96,061,422 | 45,625,770 | 0 | 0 | 653,967,470 |
| Investment properties - project developments |
0 | 44,522,035 | 18,075,695 | 0 | 0 | 62,597,730 |
| Investment properties | 874,576 | 592,023 | 0 | 0 | 0 | 1,466,600 |
TOTAL EQUITY AND LIABILITIES
| Other assets | 227,284,411 | 227,284,411 |
|---|---|---|
| TOTAL EQUITY AND LIABILITIES |
945,316,211 | 945,316,211 |
| Shareholders Equity | 479,258,685 | 479,258,685 |
| Liabilities | 466,057,526 | 466,057,526 |
| Amounts in EUR | 30/06/2022 | 31/12/2021 |
|---|---|---|
| Investment properties | ||
| Investment properties | 856,115,057 | 718,031,800 |
| Average remaining duration until the end of the leasehold or rental period | 21.10 | 21.64 |
| Finance lease receivables | ||
| Total receivable finance leases | 189,391,166 | 201,585,466 |
| Receivables finance leases | 177,247,940 | 186,775,769 |
| Trade receivables related to completed projects | 12,143,226 | 14,809,696 |
| Total receivable finance leases at fair value | 209,990,435 | 267,844,539 |
| Receivables finance leases | 189,391,166 | 201,585,466 |
| Impact fair value | 20,599,269 | 66,259,073 |
| Average remaining duration until the end of the building period | 12.44 | 13.13 |
| 2022 | 2021 | |||||
|---|---|---|---|---|---|---|
| Amounts in EUR | Real estate in operation |
Project Developments |
Rights in rem |
Real estate in operation |
Project Developments |
Rights in rem |
| Book value on 1 January | 653,967,470 | 62,597,730 | 1,466,600 471,516,140 | 60,925,609 | 1,412,772 | |
| Acquisitions through purchase or contribution | 97,136,363 | 23,856,932 | 36,746 108,781,386 | 54,338,538 | 19,971 | |
| Change in fair value excl. rental discount | 17,092,911 | 128,394 | 5,329 | 19,908,324 | 1,095,203 | 33,857 |
| Transfer to/from other items (1) | 32,430,308 | -32,430,308 | 53,761,620 | -53,761,620 | ||
| Sales and transfers (2) | -173,419 | |||||
| Book value on 30 June / 31 December | 800,627,054 | 54,152,748 | 1,335,256 653,967,470 | 62,597,730 | 1,466,600 |
(1) 2022: Completion of the projects 'Villa Vught' in Vught (NL), 'Margaritha Maria Kerk (vicarage)' in Tilburg (NL), 'Aldenborgh' in Roermond (NL) and 'Emera Carabanchel' in Carabanchel (ES). 2021: Completion of the projects 'Résidence des Ardennes' in Attert (BE), 'Villa Wulperhorst' in Zeist (NL), 'De Gouden Leeuw Zutphen' in Zutphen (NL), 'De Orangerie' in Nijmegen (NL) and 'Margaritha Maria Kerk (church)' in Tilburg (NL).
(2) 2022: Write-off of right in rem relating to the project 'Residentie De Anjers' in Balen (BE) following the sale.
| 31/12/2021 | Cash elements |
Non-cash -elements |
30/06/2022 | ||||
|---|---|---|---|---|---|---|---|
| Acquisitions Exchange rate movements |
Changes in fair value |
Other changes | |||||
| Long-term financial liabilities |
274,122,663 | 0 | 0 | 0 | 0 | -1,602,050 272,520,613 | |
| Current financial liabilities 151,220,542 113,895,887 | 0 | 0 | 0 | 1,629,613 266,746,042 | |||
| Authorised hedging instruments |
16,810,790 | 0 | 0 | 0 | -27,224,773 | -1,056,491 -11,470,474 | |
| Total | 442,153,994 113,895,887 | 0 | 0 | -27,224,773 | -1,028,927 527,796,182 |
Care Property Invest has raised loan capital to finance new projects. A number of these loans were hedged by means of a swap transaction. The fair values of these financial instruments are included, in accordance with IFRS 9, in the financial assets section (in the event of a positive valuation) or in the non-current financial liabilities section (in the event of a negative valuation). Changes in these values are recorded through the variation in the fair value of financial assets and liabilities in the global result statement.
The financial instruments are regarded as 'Level 2' on the scale of the fair value defined by IFRS 13. This scale consists of three levels: Level 1: quoted prices in the asset markets; Level 2: observable data other than quoted prices included in Level 1; Level 3: unobservable data. The hedging instruments are derivatives that do not meet the strict criteria of IFRS 9 for the application of hedge accounting, but are derivatives that provide economic hedges against risks relating to interest rates.
All hedges were contracted within the framework of financial risk management as described from page 179 of the chapter 'VIII Annual Accounts' of the Company's Annual Financial Report 2021. The fair value is calculated by the bank on the basis of the discounted value of the estimated future cash flows. This fair value is applied in accordance with IFRS 13 in order to
| IRS payer | Notional amount Expiration date Interest rate | payable | Interest receivable | Remaining term - number of years |
Valuation on 30/06/2022 |
|
|---|---|---|---|---|---|---|
| Belfius | 1,187,486 | 1/02/2033 | 5.100% | EURIBOR 1M + 25 bp | 10.60 | -319,159 |
| Belfius | 1,213,165 | 3/08/2026 | 5.190% | EURIBOR 1M + 110 bp | 4.10 | -176,905 |
| Belfius | 1,511,366 | 2/10/2034 | 4.850% | EURIBOR 1M + 25 bp | 12.27 | -420,418 |
| Belfius | 1,618,799 | 2/05/2033 | 4.620% | EURIBOR 1M + 25 bp | 10.85 | -345,159 |
| Belfius | 1,667,307 | 2/05/2035 | 4.315% | EURIBOR 1M + 12 bp | 12.85 | -352,414 |
| Belfius | 1,736,652 | 2/01/2036 | 5.050% | EURIBOR 1M + 12 bp | 13.52 | -551,143 |
| Belfius | 1,885,159 | 3/10/2033 | 4.300% | EURIBOR 1M + 25 bp | 11.27 | -396,725 |
| Belfius | 2,067,360 | 2/11/2032 | 4.040% | EURIBOR 1M + 25 bp | 10.35 | -362,320 |
| Belfius | 2,147,305 | 3/04/2034 | 4.065% | EURIBOR 1M + 25 bp | 11.77 | -360,296 |
| Belfius | 2,283,967 | 1/10/2036 | 5.010% | EURIBOR 1M + 12 bp | 14.27 | -765,763 |
| Belfius | 2,406,537 | 1/08/2036 | 4.930% | EURIBOR 1M + 12 bp | 14.10 | -796,738 |
| Belfius | 2,993,024 | 1/03/2035 | 4.650% | EURIBOR 1M + 25 bp | 12.68 | -719,225 |
| Belfius | 3,003,108 | 1/12/2034 | 4.940% | EURIBOR 1M + 25 bp | 12.43 | -846,359 |
| Belfius | 3,061,479 | 1/02/2027 | 5.260% | EURIBOR 1M + 110 bp | 4.59 | -403,421 |
| Belfius | 3,222,433 | 31/12/2036 | 4.710% | EURIBOR 1M + 15.4 bp | 14.52 | -917,176 |
| Belfius | 3,786,791 | 31/12/2036 | 4.350% | EURIBOR 1M + 12 bp | 14.52 | -924,038 |
| Belfius | 5,000,000 | 23/10/2034 | 0.255% | EURIBOR 3M | 12.32 | 1,069,613 |
| Belfius | 5,000,000 | 23/10/2034 | 0.310% | EURIBOR 6M | 12.32 | 1,034,685 |
| Belfius | 5,000,000 | 4/12/2034 | 0.310% | EURIBOR 3M | 12.44 | 1,055,525 |
| BNP Paribas Fortis | 3,685,000 | 31/03/2026 | 2.460% | EURIBOR 1M | 3.75 | -130,067 |
| BNP Paribas Fortis (1) | 1,687,750 | 31/03/2026 | 2.060% | EURIBOR 1M | 3.75 | -26,605 |
| BNP Paribas Fortis | 2,156,104 | 30/06/2029 | 2.530% | EURIBOR 1M | 7.01 | -95,291 |
| KBC | 12,000,000 | 17/07/2029 | 0.653% | EURIBOR 3M | 7.05 | 1,026,185 |
| KBC | 8,000,000 | 29/03/2029 | 0.488% | EURIBOR 3M | 6.75 | 724,949 |
| KBC | 8,000,000 | 11/12/2029 | 0.050% | EURIBOR 3M | 7.45 | 1,061,626 |
| KBC | 10,000,000 | 19/02/2030 | -0.083% | EURIBOR 3M | 7.65 | 1,461,250 |
| KBC | 5,000,000 | 4/03/2030 | -0.204% | EURIBOR 3M | 7.68 | 778,896 |
| KBC | 40,000,000 | 18/06/2035 | 0.090% | EURIBOR 3M | 12.98 | 9,961,935 |
| ING | 5,000,000 | 30/09/2029 | -0.160% | EURIBOR 3M | 7.26 | 709,243 |
| ING | 10,000,000 | 28/02/2030 | -0.141% | EURIBOR 3M | 7.67 | 1,495,787 |
| Total | 156,320,792 | 11,470,474 |
(1) Write-down reference amount over the life of the swap.
show the Company's own credit risk ('debit valuation adjustment' or 'DVA') and the credit rating of the counter-party ('credit valuation adjustment' or 'CVA').
The following is an overview of the hedging instruments held by the Company
as at 30 June 2022.
The fair value of the hedging instruments is subject to the evolution of interest rates on the financial markets. This evolution largely explains the variation in fair value of the hedging instruments between 1 January 2022 and 30 June 2022. This resulted in a profit of €28,439,779 recorded in the global result statement of the Company as at 30 June 2022. These changes in value are unrealised changes that are corrected in the adjusted EPRA earnings. A change in the interest rate curve of 0.25% (more positive or negative) would have an impact on the fair value of the instruments of approximately €3.2 million. A rise in interest rates would have a positive impact on the global result statement and a fall in interest rates would have a negative impact on the global result statement.
The consolidated debt ratio is determined in accordance with the RREC Decree.
| Amounts in EUR | 30/06/2022 | 31/12/2021 |
|---|---|---|
| Calculation of debt burden in accordance with article 13 § 1 of the RREC Decree | ||
| Total debt burden | 568,350,202 | 466,057,526 |
| Less (cfr Article 13 §1 of the RREC Decree): | ||
| - Authorised hedging instruments | -8,909,221 | -19,494,005 |
| - Deferred taxes | -3,069,112 | -169,148 |
| - Deferrals and accruals | -3,747,859 | -2,784,307 |
| Assets taken into account to calculate the debt ratio in accordance with article 13 § 1 of the RREC Decree |
||
| Total assets | 1,085,238,812 | 945,316,211 |
| Less (cfr Article 13 §1 of the RREC Decree): | ||
| - Authorised hedging instruments | -20,379,695 | -2,683,216 |
| DEBT RATIO OF THE COMPANY | 51.90% | 47.06% |
The available space as at 30 June 2022 for further investments and completion of the already acquired developments before reaching a debt ratio of 55% (maximum percentage according to the Company's strategy) amounts to €73.5 million, before reaching a debt ratio of 60% (imposed in the covenants) amounts to €215.8 million and before reaching a debt ratio of 65% (imposed by Article 23 of the RREC Decree) amounts to €398.5 million. Those amounts don't take into account potential variations in the fair value of the real estate, which may have a significant impact on the debt ratio.
Taking into account the capital base per 30 June 2022, the maximum debt ratio of 65% will be exceeded by a possible negative variation in fair value of the real estate of €214.7 million, being 25% of the fair value of the current portfolio.
In view of the fact that the Company exceeds the debt ratio of 50%, it shall prepare a financial plan in accordance with Article 24 of the RREC Royal Decree, including a description of the measures that will be taken to prevent the consolidated debt ratio from exceeding 65%.
A special report will be drawn up by the auditor with regards to the financial plan, confirming that the auditor has verified the drafting of the plan, in particular its economic base, and that the figures contained in the plan correspond with those in the accounting records of the public RREC. The financial plan and the special report from the auditor will be submitted to the FSMA for information purposes.
Transactions with related parties (within the meaning of IAS 24 and the Belgian Code for Companies and Associations (BCCA)) concern the costs related to the remuneration of the Directors and the Executive Committee. As at 30 June 2022, these amount to approximately €1.3 million.
The Company can confirm that based on the financial plan the debt ratio will not exceed 65% and no additional measures are required in light of the inherent characteristics of the real estate and with regards to the expected changes in the equity. The Board of Directors confirms its strategy to finance itself with a debt ratio below 55%, where they evaluate their liquidity needs in due time and may consider a capital increase, which might include a contribution in kind.
In accordance with IFRS 13, the items in the balance sheet for which the fair value can be calculated are presented below, divided into levels as defined by IFRS 13. This scale consists of three levels: Level 1: quoted prices in the asset markets; Level 2: observable data other than quoted prices included in Level 1; Level 3: unobservable data.
| 30/06/2022 | 31/12/2021 | ||||
|---|---|---|---|---|---|
| Balance sheet items | Level | Book value | Fair value | Book value | Fair value |
| Investment properties | 3 | 856,115,057 | 856,115,057 | 718,031,800 | 718,031,800 |
| Finance lease receivables and trade receivables and other non-current assets (1) |
2 | 189,391,166 | 209,990,435 | 201,585,466 | 267,844,539 |
| Financial fixed assets | 2 | 20,382,442 | 20,382,442 | 2,685,847 | 2,685,847 |
| Trade receivables | 2 | 4,380,052 | 4,380,052 | 4,514,443 | 4,514,443 |
| Cash and cash equivalents | 1 | 7,105,513 | 7,105,513 | 2,544,873 | 2,544,873 |
| Non-current and current financial liabilities | 2 | 539,744,049 | 550,628,548 | 425,820,598 | 458,240,052 |
| Other non-current financial liabilities | 2 | 8,909,221 | 8,909,221 | 19,494,005 | 19,494,005 |
| Other non-current liabilities | 2 | 1,910,348 | 1,910,348 | 1,993,405 | 1,993,405 |
| Trade payables and other current liabilities | 2 | 9,546,260 | 9,546,260 | 12,245,266 | 12,245,266 |
| Other current liabilities | 2 | 1,423,352 | 1,423,352 | 3,550,796 | 3,550,796 |
(1) The fair value of 'financial trade receivables' was calculated by discounting all future cash flows at an IRS rate prevailing at the end of the respective period, depending on the remaining term of the underlying contract, plus a margin.
For the notes on important events after the closing date, see item '1.2 Events after the closing of the first semester of 2022' on page 14 in chapter 'I. Interim report of the Board of Directors'
In addition, there are also conditional requirements with regard to the residential priority right to which certain shareholders are entitled. For more information, please refer to note 'T 5.34 Conditional Liabilities' on page 208 of the 2021 Annual Financial Report, available on the website www.carepropertyinvest.be. As at 30 June 2022, 2 shareholders are making use of the residential priority right for which the Company has provided an allowance of €2,200 in total to the tenants concerned.
The Company had no further transactions to report as at 30 June 2022.
The following companies were fully consolidated and are deemed to be related companies in view of the fact that on 30 June 2022 they were direct or indirect 100% subsidiaries of Care Property Invest:
| Name | Category | Company number or Chamber of Commerce |
Acquisition Date |
% shares owned by CPI |
|---|---|---|---|---|
| Care Property Invest nv (GVV) | Parent company | 0456.3780.70 | ||
| Belgian subsidiaries | ||||
| B.E.R.L. Internationaal nv (GVBF) | Subsidiary | 0462.037.427 | 19/12/2018 | 100% |
| Apollo Lier nv | Subsidiary | 0627.724.513 | 17/11/2021 | 100% |
| Dutch subsidiaries | ||||
| Care Property Invest NL B.V. | Subsidiary | Kvk 72865687 | 17/10/2018 | 100% |
| Care Property Invest NL2 B.V. | Subsidiary | Kvk 73271470 | 05/12/2108 | 100% |
| Care Property Invest NL3 B.V. | Subsidiary | Kvk 74201298 | 05/03/2018 | 100% |
| Care Property Invest NL4 B.V. | Subsidiary | Kvk 74580000 | 15/04/2019 | 100% |
| Care Property Invest NL5 B.V. | Subsidiary | Kvk 74918516 | 23/05/2019 | 100% |
| Care Property Invest NL6 B.V. | Subsidiary | Kvk 75549808 | 08/08/2019 | 100% |
| Care Property Invest NL7 B.V. | Subsidiary | Kvk 77849922 | 16/04/2020 | 100% |
| Care Property Invest NL8 B.V. | Subsidiary | Kvk 80636357 | 19/10/2020 | 100% |
| Care Property Invest NL9 B.V. | Subsidiary | KvK 68707479 | 29/12/2020 | 100% |
| Spanish subsidiaries | ||||
| Care Property Invest Spain Socimi S.L.U. Subsidiary | B-01618677 | 21/07/2020 | 100% | |
| Care Property Invest Tulip S.L.U. | Subsidiary of Care Property Invest Spain Socimi S.L.U. |
B-01618727 | 21/07/2020 | 100% |
| Care Property Invest Aster S.L.U. | Subsidiary of Care Property Invest Spain Socimi S.L.U. |
B-01906189 | 10/11/2020 | 100% |
| Care Property Invest Jasmine S.L.U. | Subsidiary of Care Property Invest Spain Socimi S.L.U. |
B-88542295 | 18/03/2021 | 100% |
| Care Property Invest Iris S.L.U. | Subsidiary of Care Property Invest Spain Socimi S.L.U. |
B-06928378 | 13/07/2021 | 100% |
| Care Property Invest Lily S.L.U. | Subsidiary of Care Property Invest Spain Socimi S.L.U. |
B-88407200 | 25/02/2022 | 100% |
| Irish subsidiaries | ||||
| Care Property Invest Emerald Ltd. | Subsidiary | CRO 712356 | 25/01/2022 | 100% |
STATUTORY AUDITOR'S REPORT TO THE BOARD OF DIRECTORS OF CARE PROPERTY INVEST NV ON THE REVIEW OF THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION AS AT 30 JUNE 2022 AND FOR THE SIX-MONTH PERIOD THEN ENDED
We have reviewed the accompanying consolidated condensed balance sheet of Care Property Invest nv as at 30 June 2022 and of the condensed consolidated statement of comprehensive income, the condensed consolidated statement of changes in equity and the condensed consolidated cash flow statement for the six-month period then ended, as well as the explanatory notes ('the interim condensed consolidated financial information'). The board of directors is responsible for the preparation and presentation of this condensed consolidated interim financial information in accordance with IAS 34, 'Interim Financial Reporting' as adopted by the European Union. Our responsibility is to express a conclusion on this condensed consolidated interim financial information based on our review.
We conducted our review in accordance with the International Standard on Review Engagements 2410 (ISRE 2410), 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity'. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (ISA) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim financial information as at 30 June 2022 and for the six-month period then ended is not prepared, in all material respects, in accordance with IAS 34, "Interim Financial Reporting" as adopted by the European Union.
Brussels, 25 August 2022
EY Bedrijfsrevisoren bv
Statutory auditor
represented by
Christel Weymeersch (1)
Partner
(1) Acting on behalf of a bv
An Alternative Performance Measures (APM) is a financial indicator, historical or forward-looking, of the performance, financial situation or cash flows of a company other than financial indicator defined or described by the applicable accounting standards.
In its financial reporting Care Property Invest uses APMs in its financial communication within the meaning of the guidelines issued by the ESMA (European Securities and Markets Authority) on 5 October 2015. A number of these APMs
Definition: This is the operating result before the result on portfolio divided by the net rental result, whereby the operating result before the result on portfolio and the net rental result can be reconciled with global result statement.
Use: This indicator measures the profitability of the Company's leasing activities.
| Amounts in EUR | 30/06/2022 | 30/06/2021 | |
|---|---|---|---|
| Operating result before portfolio income | = A | 19,246,343 | 16,841,610 |
| Net rental result | = B | 25,543,750 | 20,612,883 |
| Operating margin | = A/B | 75.35% | 81.70% |
Ignoring the effects of the sale of 'Residence De Anjers' in Balen (BE), the operating margin would amount to 82% as at 30 June 2022.
have been recommended by the European Public Real Estate Association and are discussed in the chapter ''III. EPRA' on page 41 of this half-yearly financial report. The APMs below have been determined by the Company itself in order to provide the reader with a better understanding of its results and performance.
Performance measures established by IFRS standards or by law are not considered as APMs, nor are they measures based on items in the global result statement or the balance sheet.
Definition: This is the financial result excluding changes in fair value of financial assets and liabilities (authorised hedging instruments not subject to hedge accounting as defined under IFRS), the sum of the items 'XX. Financial income', 'XXI. Net interest cost' and 'XXII. Other financial costs' of the global result statement.
Use: This indicator does not take into account the impact of financial assets and liabilities in the global result statement, thus reflecting the result from strategic operating activities.
| Amounts in EUR | 30/06/2022 | 30/06/2021 | |
|---|---|---|---|
| Financial result | = A | 23,947,458 | 3,866,524 |
| Changes in fair value of financial assets /liabilities | = B | 28,439,779 | 7,826,120 |
| Financial result before changes in fair value of financial assets/ | = A-B | -4,492,321 | -3,959,596 |
Financial result before changes in fair value of financial assets/ liabilities
Definition: This is equity excluding the accumulated reserve for the balance of changes in fair value of authorised hedging instruments (not subject to hedge accounting as defined under IFRS) and the changes in fair value of financial assets and liabilities, where the reserve for the balance of changes in fair value of authorised hedging instruments is included in item 'C'. Reserves' of the consolidated balance sheet and changes in fair value of financial assets and liabilities can be reconciled with item 'XXIII. Changes in fair value of financial assets/liabilities in the global result statement.
Use: This indicator reflects equity without taking into account the hypothetical market value of the derivative instruments.
| Amounts in EUR | 30/06/2022 | 31/12/2021 | |
|---|---|---|---|
| Equity | = A | 516,888,611 | 479,258,685 |
| Reserve for the balance of changes in fair value of authorised hedging instruments |
= B | 16,810,790 | 27,975,990 |
| Changes in fair value of financial assets/liabilities | = C | -28,439,779 | -11,165,200 |
| Equity before changes in fair value of financial products | = A-B-C | 528,517,600 | 462,447,896 |
Definition: This is the operating result before the result on portfolio divided by the interest charges paid, whereby the operating result before the result on portfolio and the interest charges paid can be reconciled with the global result statement.
Use: This indicator measures how many times a company earns its interest charges and gives an indication of the extent to which the operating profit can fall back without the company getting into financial difficulties. In accordance with covenants entered into by the Company, this value must be at least 2,5.
| Amounts in EUR | 30/06/2022 | 30/06/2021 | |
|---|---|---|---|
| Operating result before portfolio income | = A | 19,246,343 | 16,841,610 |
| Total amount of interest charges paid | = B | 4,249,913 | 3,720,020 |
| Interest coverage ratio | = A/B | 4.53 | 4.53 |
Horstebaan 3 2900 Schoten T +32 3 222 94 94 F +32 3 222 94 95 E [email protected]
Belfius BE27 0910 0962 6873 GKCC BE BB BE 0456 378 070 LPR Antwerp Public RREC under Belgian law
www.carepropertyinvest.be
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