Annual Report • Apr 18, 2014
Annual Report
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3 Key figures
Montea Comm. VA is a real estate investment trust under Belgian law (Belgian company: sicafi/vastgoedbevak, French company listing: SIIC) specialised in logistics and semi-industrial real estate in Belgium, the Netherlands and France (Montea or The Company).
The company is a leading player in this market. Montea literally provides its clients with the room to grow, through flexible and innovative property solutions. In this way, Montea creates value for its shareholders.
On 31 December 2013, the property portfolio represented a surface of 584,694 m² across 37 sites. Montea Comm. VA has been listed on the NYSE Euronext Brussels (MONT) and Paris (MONTP) since late 2006.
Montea shares are aimed at Belgian and foreign individual and institutional investors looking for an indirect investment in logistics and semi-industrial property and who are seeking to achieve a high dividend yield while incurring a moderate risk.
Montea Comm. VA | Industrielaan 27 – Bus 6 | B-9320 Erembodegem (Aalst) Tel: +32 (0) 53 82 62 62 | Fax: +32 (0) 82 62 62 61| www.montea.com RPR-RCB Dendermonde | VAT BE 0417 186 211
SEND US YOUR QUESTIONS OR COMMENTS: [email protected] DESIGN AND IMPLEMENTATION: Montea
The Board of Directors of Montea Management NV, statutory business manager of Montea Comm.VA, who statutory office is situated at 27 Industrielaan, 9320 Erembodegem, is responsible for the contents of this registration document and hereby declares that it has taken every reasonable measure to ensure that the contents of the registration document correspond with reality.
Ce rapport financier annuel est également disponible en Français Dit financieel jaarverslag is eveneens verkrijgbaar in het Nederlands
The annual financial reports in French and English are translated from the Dutch version. Only the Dutch version has probative value.
The annual report was translated under the responsibility of Montea and can be obtained at the registered office of the company. This annual report was prepared using the EURO currency.
The total amounts of figures in the tables and annexes reported in this annual report may in some instances lead to differences due to rounding off.
The data in this document correspond with reality and no details have been left out that would otherwise modify the intent of this document.
An online version is also available at www.montea.com.
Montea is an undertaking for collective investment and comes under the supervision of the FSMA (Financial Services and Markets Authority) in Belgium.
This annual financial report is a registration document in the sense of article 28 of the law of 16 June 2006 concerning public offers of investment instruments and admission of investment instruments for trading on regulated markets.
The annual financial report has been approved by the FSMA on April 1 st , 2014.
Montea has set itself the goal of developing a diversified property portfolio in order to generate stable rental income and – wherever possible – to create a growing dividend for its shareholders.
As an investor in logistics property, Montea operates its business in a constantly evolving market. This naturally involves a number of risks. If these risks were to become a reality, it could have an adverse effect on Montea's business, its financial situation and its prospects. Montea takes these risks into account as part of its investment and rental decisions.
Both Montea's management and the Board of Directors monitor the risks mentioned above on a continuous basis. As a result, management has outlined a policy of caution that can be adjusted where necessary1 . This report contains a non-exhaustive list of risks. This means that there may be other risks, hitherto unknown and/or improbable, that could have an unfavourable effect on Montea's business and financial position and perspectives.
a) Description of the risks
Montea's business and the business of other companies is subject to economic cycles. Macroeconomic indicators have a certain influence on investments and rental income with companies in the sector for logistics and semiindustrial premises and these may have a negative effect on Montea's business. In addition, these macroeconomic indicators may also have an effect on funding sources for existing and future investments.
b) Management of the risks
Reference is made to point 1.1.2 of this annual report with regard to managing the risks involved with investments and rental income in the sector for logistics and semi-industrial premises. Further reference is also made to point 1.3 in relation to managing risk regarding funding sources.
a) Description of the risks
The risks involved in the property market are falls in rents, reductions in property values and vacancies.
The level of rents, building values and vacancies or under-occupancy are affected strongly by supply and demand in the market for selling and leasing property. For Montea, this relates in particular to logistics and semi-industrial property.
1 For more information about Montea's strategy, please see point 4.1 in this annual report. The policy implemented by Montea will be adjusted where necessary, based on the risk factors described.
If it wishes to safeguard its growth and returns, Montea needs to keep its occupancy rate up to the mark and also maintain its rents and property values by signing new lease contracts or renewing existing ones.
Montea seeks to minimize the impact of these risks on its results and on the value of its portfolio through:
By implementing these five elements, Montea has always succeeded in restricting vacancies at its sites. Since it was listed on the stock exchange, Montea has never had an occupancy rate of less than 91%. The aim is to achieve an occupancy rate of >95% at all times.
In addition, when existing leases are renewed and/or new ones are signed, the rent per m² has always been maintained at the same level. In the logistics sector, it is usually the case that as part of renegotiating and/or signing new leases, the basic rent (non-indexed) is maintained and a rent-free period of 3 to 6 months is granted, depending on the length of the lease.
As a result of the approach it adopts, in most cases Montea has succeeded in obtaining a higher rent than the estimated rental value. Based on property assessments, Montea's average rents in relation to the estimated rental value of the space leased are 0.8% higher in Belgium and 6.6% higher in France. At the present time, Montea owns one site in the Netherlands where the estimated rental value of the space leased is equal to the actual rent (also see point 4.2.4).
Montea's growth strategy guarantees optimal risk sharing2 based on the following two pillars:
Montea also intends to continue expanding its assets, so that the relative importance of each building in its portfolio remains accordingly limited.
2 Montea will, in the interest of its shareholders, provide the necessary diversification in terms of its tenants.
In view of the scope of the projects in which Montea invests, there is the risk that it might become too dependent on the continued existence of a particular property entity or a contractual relationship with a particular client.
For this reason, Montea ensures that the risk is spread as much as possible. Under the terms of the Royal Decree on Property Investment Trusts, Montea is not allowed to conduct any transaction that would result in over 20% of its assets being invested in a single property entity, or where that percentage should increase further if it is already more than 20% for one or more property entities. If the obligations mentioned above are not complied with at the time a transaction is carried out, the Company would have to submit an application to the FMSA for dispensation of the 20% limit. It would also have to take the necessary measures to return the size of the position back below the threshold of 20%3 .
As of 31st December 2013, Montea had no single client/tenant constituting more than 20% of the total rental income. Nor was there any single property entity representing more than 20% of the portfolio. The value of the largest property entity in the portfolio represented 11.4% of the total fair value of the portfolio. This was the Saint-Cyr-en-Val site in Orléans – France.
a) Description of the risks
When interest rates are fixed, Montea only has limited exposure to the risk of inflation hence the rental income is indexed annually (based on the health index). With a variation of 100 basis points, the impact of the index can be estimated at EUR 0.2 million4 .
By contrast, if there is a rise in nominal interest rates, low inflation results in a rise in real interest rates. This creates a major risk by increasing finance charges in a way that happens more quickly than revenue can be indexed. Montea has taken appropriate measures in this area to cover itself against risks of this type.
b) Management of the risks
Montea has taken the following measures to cover itself against risks of this nature:
Montea controls this risk by including a clause in its lease contracts whereby the current rent is indexed. This clause also sets out a lower limit as the basic rent. Reference in this regard is also made to point 1.2.1 of this annual report.
On the other hand, the risk of rises in real interest rates is limited by taking out IRS-type hedging contracts for the vast majority of the company's funding, with variable interest rates. By doing so, the variable interest rate is swapped for a fixed interest rate. For more information, see point 1.3.3 of this annual report.
3 For more information regarding the 20% rule, please see articles 39, § 1 to 5 of the Royal Decree dated 7th December 2010 in relation to property investment trusts.
4 Calculated based on Montea's net rental result at 31/12/2013.
The Board of Directors of the statutory manager of Montea and its management are fully aware of the importance of developing and sustaining firm governance and, as a result, maintaining a quality portfolio. Montea imposes strict, clear standards for (i) optimising and improving existing buildings, (ii) commercial management, (iii) the technical management of its buildings, and (iv) any investments made in existing buildings. The aim of these criteria is to limit vacancies, as well as to cause the value of Montea's property assets to increase sustainably and to the maximum.
a) Description of the risks
Montea's entire turnover consists of the rent generated by leases to third parties. Non-payment by tenants and a decrease in the occupancy rate may have a negative impact on results.
Montea is also exposed to the risk of a loss of rent associated with the departure of tenants at the end of their lease. When we take account of the current financial climate and if new tenants are found, this can take a certain time, new leases can be generated. This may affect the company's turnover and cashflows. Consequently, the term of Montea's leases is one of the factors that define the company's risk profile. At the current time this term is 5.7 years to the first break date.
b) Management of the risks
Montea actively manages and monitors its existing and future clients in order to minimise vacancies and the turnover of tenants in its property portfolio.
5 ICC – indice de coût de construction. 6 The lease agreement with DHL at the Grimbergen site does not include annual indexation in the rent. 7 The press releases in question can be located at www.montea.com/pressreleases.
• In the property sector, Montea focuses on two subsectors: logistics property (storage and transhipment of goods) and semi-industrial property (smaller subsidiaries of international groups). In this way, Montea seeks to spread its risk in terms of tenant/sector type and geographical location.
The Montea team, responsible for the daily management of the buildings, handles the technical management of the property portfolio and presents regularly efficient and flexible solutions in collaboration with the commercial team. Moreover, the commercial team will make every effort to proactively minimise any possible vacancies.
The internal team follows up the operational management of the technical maintenance of the buildings, as well as the coordination of the ongoing construction and renovation. The team submits an annual maintenance and renovation schedule to the Board of Directors for the purpose of securing optimal long-term portfolio profitability.
Montea conducts a policy whereby the vast majority of its building management costs are invoiced on to its tenants. In 2013, there were EUR 14,000 of costs that could not be passed on to tenants. EUR 3.1 million was also invested in improvement works to the existing portfolio. This amount corresponds to 1% of the fair value of the property portfolio.
In view of the fact that the Company has a relatively small team, when certain key members of staff leave, the company is exposed to an organizational risk. The unexpected departure of some employees may have adverse effects on the company's development and could give supplementary management costs.
b) Management of the risks
Should this situation occur, Montea will fill these key positions on a temporary basis by outsourcing.
a) Description of the risks
Direct operational costs are mainly influenced by two factors:
Montea conducts a policy of ongoing maintenance and refurbishment for its property portfolio in order to maintain or even increase existing rents, as well as to make it easier to lease the space again. Despite these measures, there is still the risk of the buildings losing value.
The preparation and monitoring of maintenance and refurbishment works is part of the package of tasks carried out by the Project Management team under the responsibility of the CDO.
Montea also focuses on new developments, in the Benelux and France under supervision and management of the Chief Development Officer.
a) Description of the risks
An existing risk is the destruction of buildings in the Montea property portfolio as the result of fire, natural disaster, accidents, terrorism, etc.
b) Management of the risks
The risk of buildings destroyed by fire or other disasters is fully insured for new construction. The insurance policies, underwritten by Montea, also include additional guarantees (such as loss of rent 8 ), which were established based on the best possible market coverage.
On 31 December 2013, the insured value of the property portfolio amounted to EUR 207.39 million in Belgium and EUR 21.6 million in the Netherlands. This covers the full fair value of the portfolio in Belgium and in the Netherlands on the same date.
51% of the sites in France (with a total fair value of EUR 59.6 million) are insured directly by Montea. This insurance covers the fair value of the buildings. The other sites in France (with a total fair value of EUR 58.1 million) are insured by the tenants10.
During 2013, an entire premium of EUR 344,180 was paid for the insurance of these buildings. These insurance premiums were all invoiced to the tenants, with the exception however of the premiums paid for vacant buildings and with the exception of premiums whereby the recovery is either contractually impermissible or limited. The percentage of the total insurance premiums that could not be contractually invoiced to our clients amounted to 50.4% of the total.
8 The average deposit for loss of rent is approximately 2 years. 9 This value represented the full new-build value, including non-recoverable VAT, demolition and disposal costs. 10 The largest site is Saint-Cyr-en-Val in Orléans (leased in full to FM Logistics), with a fair value of EUR 35.5 million.
Exposure to exchange risks, interest rate, liquidity and credit risks arise in the normal business of Montea. Montea analyzes and reviews all risks and hereby defines the control strategies regarding the economic impact on the performance of the Company. The results of these analyzes and proposed strategies are reviewed on a regular basis and approved by the Board of Directors.
a) Description of the risks
Under the laws, Montea's debt ratio may not exceed 65%.
Montea has signed covenants with its financial institutions whereby its debt ratio may not rise above 60% (i.e. if the property portfolio were to grow by EUR 61.1 million, fully financed by debt and with all other parameters remaining constant).
Also, the terms of the bond issue dated 24th June 2013 impose a maximum consolidated debt ratio of 65% (i.e. if the property portfolio were to grow by EUR 118.8 million, fully financed by debt and with all other parameters remaining constant). If Montea breaches these covenants, all bondholders may make written notification to Montea, requiring it to declare its bonds immediately enforceable and repayable at face value, plus interest accrued (if there is any) up to the date of payment, without further formalities, unless the default is remedied prior to receipt of such notification by Montea.
b) Management of the risks
If the consolidated debt ratio exceeds 50%, a financial plan must be drawn up, pursuant to the Royal Decree on Property Investment Trusts, containing an execution schedule with a description of the measures that will be taken to prevent this ratio exceeding 65%11.
At 31st December 2013, the consolidated debt ratio was 52.82%12 (compared with 51.33% at 31st December 2012) at a consolidated level and 52.86% on a simple level, requiring Montea to draw up a financial plan and execution schedule. For more information regarding this financial plan, please see point 4.5.4 of this annual report.
Montea has a consolidated debt capacity of approximately EUR 118 million before it reaches the legal maximum debt ratio of 65% (this represents a possible 37.2% growth in the property portfolio [additional fair value of the property portfolio of EUR 118 million, compared with the current fair value of the property portfolio of EUR 319.5 million, incl. the fair value of solar panels], fully financed by debt). Montea has signed covenants with its banks whereby the consolidated debt ratio may not rise above 60%. This means that the consolidated debt capacity is EUR 61 million (additional fair value of the property portfolio of EUR 61 million, compared with the current fair value of the property portfolio of EUR 319.5 million, incl. the fair value of solar panels (this represents a possible 19.1% growth in the property portfolio, fully financed by debt).
11 Art. 54 of the Royal Decree on property investment trusts.
12 The debt ratio is calculated in accordance with article 53 § 2 of the Royal Decree on property investment trusts.
The liquidity risk takes the form of Montea running the risk at a given moment in time of not having the necessary cash resources and no longer being able to obtain the required financing to meet its short-term debts.
Taking the legal status of the property investment trust into account and given the nature of the assets in which Montea invests, the risk of the non-renewal of its lines of credit (except in unforeseen circumstances) is limited, even in the context of a tightening of its terms of credit. On the other hand, it is true that the credit margins could rise at the time the lines of credit expire and need to be renewed, if market conditions worsen in relation to previous years.
There is also the risk of the termination of the bilateral lines of credit as the result of the cancellation, termination or review of the finance contracts caused by non-compliance of the undertakings ("covenants") entered into at the time of signing these finance contracts. The undertakings that Montea has entered into with its financial institutions are in line with the market and state, among other things, that the debt ratio (pursuant to the Royal Decree on Property Investment Trusts) may not exceed the ceiling of 60%.
As a result, if it does not comply with its obligations and, more generally, if it should remain in default of the terms of these contracts, Montea would be exposed to the risk of the forced, early repayment of these loans. Based on the current circumstances and the outlook that can reasonably be made based on those circumstances, Montea has no knowledge of any elements that indicate it would not be able to comply with one or other of its undertakings. However, the risk of this cannot be entirely excluded.
No mortgages, loans or advances were granted or received by Montea (or its subsidiaries), with the exception of the lines of credit mentioned above.
In the context of the further diversification of its financing, Montea issued a bond loan totalling EUR 30 million on 24th June 2013. This bond loan has a term of seven years and matures on 28th June 2020. It is possible that Montea will not be able to repay these bonds on their maturity date.
Pursuant to article 5.6.3 of the general Terms and Conditions for the bonds, Montea may be required to make early repayment of the bonds issued if there is a change in the control over Montea. If that should be the case, all bondholders will have the right to demand that Montea buy back their bonds in the amount of 100.00 per cent of their face value, plus any interest accrued, but not yet paid. Pursuant to article 5.6.3 of the Terms and Conditions, a change of control over Montea is deemed to have taken place in the event of a change of control over the Statutory Manager. In other words, as the result of a change over the Statutory Manager, the early repayment of the bonds issued by Montea may be demanded by the bondholders.
As of 31st December 2013, Montea had a total of EUR 160 million in lines of credit, of which EUR 138 million was already drawn down. EUR 26.7 million of these lines of credit expire during the course of 2014. For more information regarding the financing structure of Montea, please see point 4.5 of this annual report.
Note 34 gives an overview of the contracted and drawn down lines of credit, with their respective terms.
The funding risk is restricted by:
To prevent a liquidity problem in the future, Montea is currently taking action to secure in good time the funding required for the further growth of the portfolio. The sicafi currently foresees no problem in securing further sources of funding. In so doing, maintaining the balance between the cost of funding, as well as the term and diversification of the funding sources, is always to the fore.
a) Description of the risks
The short-term and/or long-term rates on the (international) financial markets are subject to significant fluctuations.
With the exception of the lease agreements13 and a bond14, all of Montea's financial debts have been agreed at a variable interest rate (bilateral lines of credit at the EURIBOR 3-month rate). This enables Montea to benefit from any low interest rates
To hedge the risk of increases in interest rates, Montea conducts a policy whereby part of its financial debt is covered by interest rate hedging instruments. This prudential policy prevents a rise in nominal interest rates without a simultaneous growth in inflation, resulting in an increase in real interest rates. Any rise in real interest rates cannot be offset by an increase in rental income through indexation. It is also a fact that there is always a time lapse between a rise in nominal interest rates and the indexation of rental income.
13 Montea has financial debt in relation to current lease agreements of EUR 5.0 million (2.8% of the total financial debt). These lease agreements (for 3 sites) expire between 2014 and 2017. At the time, they were entered into with a fixed quarterly payment (including the interest charge).
14 Montea issued a bond loan with a fixed interest rate of 4.107%. For more information, please see the press release dated 24/06/2013.
Hence the risk of rising interest rates is hedged by IRS ("Interest Rate Swaps"). 100% of the drawn down funding entered into by Montea is at a variable rate of interest. Montea conducts a policy whereby at least 75% of its drawn down bank funding is covered by the use of IRS-type hedging instruments (in which the variable interest rate is swapped with a fixed rate). As of 31/12/2013, the total debt position with a variable interest rate of EUR 138 million was covered 88.2% by IRS-type hedging instruments, with maturity dates between 2013 and 2021. This means that 17.8% (or EUR 24.6 million) of the total EUR 138 million is exposed to variable interest rates.
In 2013, two IRS contracts (for a national amount of EUR 25 million) were replaced by a single contract (for a total nominal amount of EUR 25 million). This transaction was part of our efforts to keep control of our funding costs, resulting in the negative value of the most expensive hedging instruments being spread over a longer term, taking account of a lower hedging cost. As a result of this transaction and based on the same amount of funding and hedging instruments, our hedging costs will be no higher than 2.5% (until 31/10/2016 inclusive).
Moreover has each variation of the interest curve an influence on the fair value of the IRS. Montea books a negative variation on the fair value of the hedging instruments when the interest rates are lower than the applied ratio of the IRS interest rates. These negative variations can influence the net result but have no influence on the net current result. This year, negative variations in the fair value of hedging instruments were recorded again, as a consequence of the further decrease of the interest rates.
Note 17 contains a summary of the fair value of the hedging instruments. A rise or fall of 100 basis points in the interest rates on that part of our debt with a variable interest rate, would mean a rise or fall in the market value of the hedging instruments of EUR 1.0 million. This sensitivity is not a cash item and should have no effect on the net operating result, but it will have an effect on the net result.
Taking account of the lines of credit with variable interest rates, the hedging instruments, the fixed interest rate on the bond loan and the fixed interest rates on the lease agreements, the average interest rate charge in 2013 was 3.92%15 (including bank margins)16.
Based on the existing debt position at 31st December 2013 and the short-term interest rates in effect at the time, a rise in the short-term interest rates of 100 basis points would result in a slight increase in total financial costs (+EUR 0.2 million).
The Sicafi's property portfolio consists exclusively of buildings in Belgium and France and all leases are in EURO. The company is thus not exposed to any exchange rate risk.
15 This financial cost is an average over the whole financial year 2013, including the lease debts in France and Belgium. It was calculated based on the total financial costs compared with the average start balance and end balance for the financial debt charge for 2013.
16 For more information about the financing policy, see point 4.5.
a) Description of the risks
The credit risk is the risk of financial loss to the sicafi if a client or counterparty fails to meet its contractual obligations.
The management has a credit policy and the exposure to credit risk is managed on a continuous basis. Each new tenant must be independently examined for creditworthiness before the company makes a lease offer, taking into account a rental guarantee of 3 or 6 months.
Montea has previously made mention of a court case brought by a third party against Montea in 2008, because that party was of the opinion that it was entitled to the contribution of other buildings by way of a merger or other operation. After the Commercial Tribunal in Brussels had ruled in favour of Montea in its verdict dated 28th April 2009, the Court of Appeal in its ruling of 21st February 2012 found partly in favour of the other party. As a result of this ruling, Montea set aside a provision of EUR 1.2 million in its consolidated annual accounts at 31/12/2011.
During the 2012 financial year, payment was made of EUR 1.198 million. Montea lodged a case in cassation against this ruling. However, in its ruling dated 24th October 2013, the Court of Cassation rejected Montea's case, thereby bringing this court action to a conclusion. This ruling by the Court of Cassation has no impact on Montea's consolidated figures for 2013. For more information, see section 4.3.8.1 "Agreement regarding the contribution of certain buildings regarding the IPO" in this annual report.
As a property investment trust, Montea benefits from a favourable tax system. The results (rental income and profits from sales, minus operating overheads and financial charges) are exempt from company tax in terms of the property investment trust (but not for its subsidiaries). The dividend payments made by a property investment trust are subject to a withholding tax of 25%17.
Should Montea lose recognition of its status as a property investment trust, which would be the case if there were a serious and persistent failure by Montea to comply with the terms of the Act of 3rd August 2012 or the Royal Decree of 7th December 2010 (or any regulations that might supersede them in the future), it would forfeit the benefit of this favourable financial system. However, Montea considers this risk as purely theoretical, given that it ensures it meets its obligations
17 The increase to the withholding tax of 25% on the dividends of (non-residential) property investment trusts was implemented by the amendment of article 269 of the Income Tax Code 1992 pursuant to article 84 of the programme Law of 27/12/2012 (B.O.G. 31/12/2012). This modification applies to income granted or made payable from 1/1/2013. Previously, the withholding tax on dividends was only 21%.
Also, the loss of recognition would mainly result in Montea being obliged to repay its loans early or more quickly.
Finally, Montea is exposed to the risk of future changes to the property investment trust system
For the purpose of conducting its property investments in France, Montea has opted for the tax system that applies to 'Sociétés d'Investissements Immobiliers Cotées' (referred to below as SIIC), as stated in article 208 C of the French Income Tax Code (Code général des impôts – CGI).
Non-compliance with or modifications to the rules used by the fiscally transparent system for the business in France may result in the loss of the favourable tax status and hence to the obligation to repay certain loans.
For the purpose of conducting its property investments in the Netherlands, Montea Comm. VA lodged an application in September 2013 to have the 'Fiscale Beleggingsinstelling' (referred to below as FBI) tax investment system applied, as stated in article 28 of the Company Tax Act 1969. This application is currently being dealt with at the Ministry of Finance.
Montea is fully aware that changes may be made to the regulations or that new obligations may be introduced.
Changes to the regulations or new obligations for the Company or its associate parties may have an effect on the yield and value of its assets.
In that regard, we mention the following European initiatives: AIFM Directive ("Alternative Investment Fund Managers") and EMIR Regulation ("European Market Infrastructure Regulation").
In view of its status as a public property investment trust, Montea currently qualifies under Belgian law as a collective investment institution. As a result, there is a risk that Montea might be considered to be an alternative investment fund (AIF) under the AIFM Directive, which was due to be transposed into Belgian law by 22nd July 2013, but which is not yet the case. If the Company were to qualify as an AIF under the AIFM Directive (as transposed into Belgian law), its activities, results, yields, financial situation and prospects would be affected negatively. The additional requirements made by the AIFM Directive would have a negative impact on Montea's operational organisation (among other things as a result of the introduction of the custodian) and would increase its administrative and management costs considerably.
If the Company were to be qualified as an AIF, it would also have to deal with the application of other European regulations, which (will) apply to AIFs, including the EMIR Regulations. If the EMIR Regulations were to apply to Montea, it would run the risk of being subject to higher funding costs on account of the guarantees for the hedging instruments that it uses to manage its risks and the impact there would be on the availability of its loans.
At the present time, it is not yet certain whether the Directive and Regulations mentioned above will apply to Montea, nor is it known how Belgian legislators will transpose the AIFM Directive.
The Company is also liable to the risk of future (unfavourable) changes to the Property Investment Trust system. Any such changes might diminish results or cause problems for intrinsic values or increase the debt ratio (for example simply by applying new accounting rules), reduce the maximum debt ratio or have an effect on the extent of the mandatory payment of dividends to the shareholders of Montea.
New national legislation and regulations may also be introduced, or there may be possible changes to the existing legislation and regulations, such as to the existing practices in the tax department, as mentioned in circular Ci.RH.423/567.729 dated 23rd October 2004 issued by the Belgian Ministry of Finance in relation to the calculation of the exit tax. Montea calculates the buyer-cost value, as provided for in the circular, with the deduction of registration fees or VAT, resulting in the buyer-cost value, in the sense of the circular, differing form (and also being lower than) the value of the property, as stated in the IFRS balance sheet of the investment trust.
A change to the regulations made by central or administrative governments could have an unfavourable effect on the operating capabilities of the buildings, which would have an effect on rental incomes and leas ability. It would also cause an increase to costs for maintaining operating condition.
b) Management of the risks
Montea is constantly assessing possible changes to statutory requirements in relation to planning and the environment and is assisted in this process by external advisers.
Montea or its tenants have the required environmental licences to operate all certified installations in its buildings18. These licences are adjusted when (changes to) the legislation, type of operation or technical specifications so require.
a) Description of the risks
These are risks that relate to the condition of buildings, the quality of the soil, the subsoil and groundwater.
18 Montea is responsible for the licences relating to operation of the building. The tenant is responsible for any additional operating licences relating to the business being conducted. These documents are part of the procedure when buying/selling and/or leasing.
Before a building is purchased, Montea thoroughly examines all deviations and environmental risks. To avoid any pollution risk, Montea also performs an investigation when necessary into the quality of the soil, the subsoil and the groundwater for buildings where risk activities are or have been conducted. In the event of proven contamination, Montea shall make every effort to manage the potentially associated risks with due diligence. Moreover, Montea periodically checks its facilities that may present a risk to the soil.
Dear Shareholders,
The story that Montea has written since it was first established is one of growth. As a specialist in the logistics property sector, Montea has been scanning the market since 2006 for new investment opportunities. Shortly after the company was listed, Montea decided to diversify into France and in 2013, after in-depth analysis, the Dutch market was also added to Montea's radius of operations.
Montea continued its growth story in 2013 with a total investment volume of EUR 40.6 million in Belgium and the Netherlands. In Belgium, Montea underlined its role as a logistics specialist with the built-to-suit development for St Jude Medical, the purchase of a smaller logistics premises at Zaventem airport (Brucargo) and two acquisitions of logistics premises at the Port of Ghent. Montea took its first steps into the Dutch market with the purchase of logistics premises in Almere that are leased for 22 years to the Aware-Food Group.
In addition to growth, our focus in 2013 was also on the performance of the existing portfolio and throughout the year, Montea had an occupancy rate of about 95%. Work was also carried out on the average term of our lease contracts, which was 5.7 years as of 31/12/2013.
The diversification of our debt through the issue of a bond loan, the refinancing of our maturing financial bank debt and keeping our funding costs under control were a third major achievement in 2013.
Our property portfolio of 584,694 m², which is spread across 35 different sites, returned an average gross yield of 8.35% (contractual annual rental income compared with the fair value of the property portfolio). This gross yield is based on lease contracts with some 80 large and smaller clients who operate in a very wide range of sectors, ranging from logistics (DHL, FM Logistics, Fedex, Chronopost and Norbert Dentressangle) and manufacturing (BF Goodrich, Brossette and Jan De Nul) to consumer goods (Unilever, H&M and Barry Callebaut).
Montea also continued to focus on the active management of its property assets in 2013.
Net rental income was EUR 23.7 million, which represented an increase of 18.7% over 2012. Montea signed new leases and renewed existing ones for over 36,000 m² of space. In so doing, the company succeeded in ending the year with an occupancy rate of 94.9%19.
The operating margin was 84.1% for the whole of 2013, which was in line with 2012.
The consolidated debt ratio was 52.8%. 82.2% of the financial debt to banks was covered by contracts that together guarantee a fixed funding ratio of 3.94%20.
19 The occupancy rate is based on the m². In calculating this occupancy rate no account was taken in the numerator or the denominator of
unlettable m² intended for redevelopment or with the landbank. 20 This financial cost is the annual runrate of the bank debt, the outstanding bond loan and lease debts, taking into account the hedging and the short-term interest rate at 31st December 2013.
Finally, we draw your attention to three additional items from the result that also had an effect on the net result of EUR 15.97 million, but not on the net operating result of EUR 13.5 million (and hence also not on the dividend).
These relate to the negative variation in the fair value of the property portfolio (IAS 40, valued by the independent property surveyors) of 1.3% (or EUR 4.1 million); a profit of EUR 1.1 million from the sale of the premises in Laken and Vilvoorde, as well as from the sale of the construction agreement at Brussels Airport. Finally, there was a significant positive variation in the fair value of the hedging instruments (IAS 39) during the financial year as the result of movements in the long-term interest rates (EUR 5.5 million, entered in full in the result).
Based on the above, the net result was EUR 15.97 million. Excluding non-cash items from the application of the accounting standards on hedging instruments and property investments, the net operating result was EUR 13.5 million, which represents a rise of 20.8% over the previous year.
The Board of Directors will propose to the ordinary general meeting of shareholders on 20th May 2014 to pay a gross dividend of EUR 1.97 per share for the full year 2013, which will be an increase of 2.1% over the previous year (EUR 1.93 per share). This corresponds to a net dividend of EUR 1.4775 per share21, compared with EUR 1.4475 in 2012.
Finally, the Board of Directors would like to thank the whole team at Montea for its constant efforts and the performance achieved in 2013.
Gerard Van Acker* Jo De Wolf** Chairman of the Board of Directors Chief Executive Officer
* Permanent representative of Gerard Van Acker SPRL
** Permanent representative of Jo De Wolf SPRL
21 A limited decrease of 0.4% as the reault of the 25% withholding tax in 2013.
| 31/12/2013 | 31/12/2012 | ||
|---|---|---|---|
| 12 months | 12 months | ||
| Real estate portfolio | |||
| Real estate portfolio - Buildings | |||
| Number of sites | 35 | 32 | |
| Surface of the real estate portfolio | |||
| Logistics and semi-industrial warehouses | M² | 535.352 | 466.042 |
| Offices | M² | 49.342 | 48.725 |
| Total surface | M² | 584.694 | 514.767 |
| Development potential | M² | 90.500 | 90.500 |
| Value of the real estate portfolio | |||
| Fair value (1) | K€ | 311.936 | 283.678 |
| Investment value (2) | K€ | 324.815 | 295.039 |
| Occupancy rate | |||
| Occupancy rate (3) | % | 94,85% | 96,27% |
| Real estate portfolio - Solar panels | |||
| Fair value (1) | K€ | 7.590 | 7.777 |
| Consolidated results | |||
| Net current result | |||
| Net rental result | K€ | 23.659 | 19.927 |
| Operating result (4) | K€ | 19.892 | 16.756 |
| Operating margin (5) | % | 84,08% | 84,08% |
| Financial result | K€ | -6.206 | -5.469 |
| Net current result (6) | K€ | 13.494 | 11.248 |
| Number of shares entitled to the result of the period | 6.587.896 | 5.634.126 | |
| Net current result / share | € | 2,05 | 2,00 |
| Non-current result | |||
| Result on the real estate portfolio (7) | K€ | -3.022 | -6.330 |
| Result on financial derivatives (8) | K€ | 5.497 | -8.023 |
| Net result | K€ | 15.969 | -3.106 |
| Number of shares entitled to the result of the period | 6.587.896 | 5.634.126 | |
| Net result / share | € | 2,42 | -0,55 |
| Consolidated balance sheet | |||
| Equity (excl. minority participations) | K€ | 138.869 | 123.663 |
| Debts and liabilities for calculation of debt ratio | K€ | 179.472 | 157.836 |
| Balance sheet total | K€ | 339.797 | 307.498 |
| Debt ratio (9) | % | 52,82% | 51,33% |
| Net asset value / share | € | 20,39 | 19,18 |
| Net asset value / share (excl. IAS 39) | € | 22,43 | 22,17 |
| Share price | € | 31,65 | 28,40 |
| Premium / (discount) | % | 41,13% | 28,07% |
(1) Book value according to IAS/IFRS standards. The amount of EUR 180.535 million (property investments in section I.C of the balance sheet) is EUR 609,000 higher than the fair value of the property investments. This difference relates to the book value of the office used by Montea.
(2) Value of the portfolio without deduction of transfer rights.
(3) Occupancy rate, based on m². For the calculation of this occupancy rate, nor in the denominator, nor in the numerator, the non-leasable m², intended for redevelopment and the land bank, were included.
(4) Operating result before the portfolio result.
(5) The operating result before the portfolio result divided by the net rental result.
(6) Net result without taking account of the portfolio result (code XVI, XVII, XVIII and XIX of the income statement) and without taking account of the variations of the measurement of financial hedges (code XXII of the income statement).
(7) Negative and/or positive variations in the fair value of the property portfolio + any gains or losses from the realisation of property.
(8) Negative and/or positive variations in the fair value of the rate hedging instruments under IAS 39.
(9) Debt ratio according to the Royal Decree of 7th December 2010.
(10) Share price at the end of the financial year.
Montea operates according to these three core concepts:
Montea believes in the long-term value of logistics and semi-industrial property. The complete life cycle of a logistics building is slightly longer than that of other institutional property categories. Architectural requirement, changing techniques, free height and other technical specifications evolve less quickly than in other segments, in office property, for example. When renovations are nevertheless called for during the life cycle, their cost in relation to the total value is lower than elsewhere. This makes logistics property an interesting long-term investment.
Montea acts in the marketplace as an end-investor that takes a long-term view of its property portfolio. Using its expertise and experience in niche markets, Montea works with other parties in the sector, such as developers and landowners, to become involved in the development process at an earlier stage. The built-to-suit project with Coca-Cola and the collaboration with Group De Paepe to deliver the distribution platform are two interesting examples of that vision. It is Montea's aim to continue carrying out this type of project in the future.
Montea acts in the marketplace as an end-investor that takes a long-term view of its property portfolio. Using its expertise and experience in niche markets, Montea works with other parties in the sector, such as developers and landowners, to become involved in the development process at an earlier stage. The built-to-suit project with Coca-Cola and the collaboration with Group De Paepe to deliver the distribution platform for DHL Global Forwarding and for St Jude Medical, are interesting examples of that vision. It is Montea's aim to continue carrying out this type of project in the future.
The financial crisis, signalled by the downfall of Lehman Brothers and the Eurocrisis that came in its wake, has long weighed heavily on the investment climate. The fresh signs of the economy stabilising have been received with pleasure. While growth in 2013 was still minimal (+ 0.1%), the forecasts for 2014 are more optimistic (+1.1%). Both consumer confidence and business confidence are on the rise. However, the continue rise in unemployment is tempering optimism. Indeed, economic growth is not yet sufficient to offset the rise in the available labour force. In addition, Belgium's competitive position in relation to our neighbours could benefit from improvement.
The activity at two major logistics hubs, the port of Antwerp and the Brucargo freight centre, provide an overview of economic performance in 2013.
The port of Antwerp handled almost 191 million tons of goods in 2013. The increase of almost 4% meant a new record was set, due to the sharp rise (+30%) in the category for liquid bulk. However, container traffic, which represents the biggest category, fell slightly expressed in TEU (Twenty-foot Equivalent Unit).
At the Brucargo freight centre, there was a clear decline as the result of some 'full-freighter' connections being discontinued. The so-called integrated players were unable to make up for this fall in its entirety, given that the carriage of freight in passenger aircraft also decreased. But the strong third quarter, when there was an upswing of almost 7% gave hope for a better 2014.
22 Source: De Crombrugghe & Partners NV for the property market in Belgium, Deloitte France for the property market in France and Troostwijk BV for the propery market in the Netherlands.
The ESI (Economic Sentiment Indicator) is a beautiful synthesis of confidence among businesses and consumers in Europe. The map below shows the economic confidence in the EU at the end of 2013. The greener the country is colored, the better it is equated with the sentiment. Countries that were hit during the crisis, such as Spain and Portugal get a better score than France and Italy in the meantime, where the problems was perhaps less profound or just more persistant. Belgium is rather in the middle group.
Source: Eurostat
2013 saw a genuine breakthrough for Belgium in the online purchase of goods. BeCommerce, the association of online traders, reported an increase in sales of ± 21% compared with the year-end period in 2012. Overall annual sales rose by over 18% to more than EUR 1.8 billion. This does not include the many purchases made via foreign websites. The logistical challenges brought about by this growth should not be underestimated. Correct, on-time deliveries are essential for the customer satisfaction of online shoppers. Freedom of choice for deliveries is paramount in this area.
Deliveries can take various forms:
New trends include same-day delivery or a maximum of 1 day later, as well as the possibility of opting for a specific time. The ability to track orders is also appreciated. In addition to the digital flow of information, there is also the physical flow, which is expressed in the ultimate physical delivery of the order.
In conjunction with the continued growth of e-commerce in Belgium and Europe, there is also a clear development in the logistics chain that deals with the actual transaction. It is abundantly clear that the success of e-commerce is also placing new demands on logistics.
There are two noticeable trends related to this from a property point of view. On the one hand there are the mega-logistics complexes that act as the warehouses and starting point for shipments for the major online players. On the other hand, are the flexible cross-docks that form the conduits between the order leaving and its final delivery.
Rising sales and expanding supply have caused demand for additional storage space to increase further. The minimum floor area has quickly climbed past 50,000 m². These 'fulfilment centres' for companies such as Amazon not only handle the storage and logistics sides of their own webshop, but are also handling more and more business for outside parties. Often, these are the smaller online players who outsource their logistics.
At the present time, Belgium is not yet playing a role of any significance in this area. The most obvious reasons for this, apart from the cost of wages, is the limited domestic market. At the moment, goods ordered via a Belgian website often come from these foreign fulfilment centres in the countries around us. Amazon has no fewer than seven such locations in Germany, several of which are located close to Belgium. Docdata, which handles fulfilment for bol.com, finds that its location in Waalwijk enables it to service the Belgian market just as easily.
Map with fulfilment centers:
VIL (Flemish Institute for Logistics) wants to bring these distribution centres back to Belgium and has set up a working group. Belgium's central location and the ports in Flanders provide significant benefits in this area. In fact, many items enter Europe via the port of Antwerp and are then transported via Belgium to the European hinterland.
A totally different type of building is used for the final distribution of the goods. These cross-docks are not as large in size as the big logistics complexes and given their rapid throughput, they do not need the headroom of 10 metres, like a conventional warehouse, but they do have a larger number of loading bays. Often, it is a network of hubs that receives the goods and then sends them out again within a short space of time, without the need for long-term storage.
This hub structure offers numerous benefits, such as:
In recent years, the closures of the Belgian car factories that used to manufacture for Renault, Opel and Ford have caused a great deal of commotion. Yet these closures also offer new opportunities for the often large spaces that become available.
The former car park at Renault covers an area of 27 hectares. After the sale of ± 3.5 hectares to build the new Jan Portaels hospital, there are still approximately 23 hectares left over. Obviously a piece of land of that size is rather unusual in the densely populated and built-up fringe of Flanders around Brussels. Renault, the current owner, would like to sell the site as soon as possible in its entirety to a single player.
The saga relating to the sale of this 90-hectare site continues to drag on. The Antwerp Port Authority, which has the right of first refusal, cannot reach an agreement about the price with the current owner, General Motors. The sheer size of this site in the midst of the port area is quite exceptional. Although it is possible that the land may be used for logistics purposes, preference is being given to it becoming some sort of production-related site or a new cluster of chemical plants. Only the future will tell us what investors the site may attract and the kinds of businesses they might conduct there.
At the end of December 2013, the Flemish government became the owner of this 140-hectare site for the symbolic price of 1 euro. Of course, account has to be taken of the cost of decontamination. After the plant closes at the end of 2014, it will take a further year for it to be fully dismantled and so the actual transfer will not be before the end of 2015. How this will take place in the end is still anyone's guess. In any event, the site has a number of strong selling points, such as access to the water via the nearby Albert Canal and the railway infrastructure that is already in place.
These sites put into perspective the frequently heard complaint from the business world that there is a major lack of space for operating businesses. In some areas, such as Brussels and Flemish Brabant, it is true that availability is somewhat limited, but it can be considered as being a little roomier now there is a certain level of stock. Because not only are there the sites mentioned above, but there is also other cleared land that has been waiting for years for some sort of practical fulfilment. Here are some, to name but a few: Sea Gate Logistics (Plassendale Ostend), Kristal Park (Lommel) and Magna Park (La Louvière). There is also Trilogiport in Liège, where work is only now really getting underway. Over time, there will be over 70 hectares of warehouse and transhipment possibilities, while in the area of the port of Ghent and at Kluizendok, De Nest and Rieme Noord, there are still hundreds of hectares of land available where short-term logistics developments could be achieved.
As a result of continued cross-border de-industrialisation and automation, a number of other older production sites could come on to the market over time. The impact of customised parts made local using 3D printing may also have consequences on the need for warehousing.
| S - CENTRAL POSITION IN W.EUROPE - STRONG SME MARKET IN FLANDERS - MULTIPLE LOGISTICS PROJECTS PERMIT APPROVED - COMPETITIVE LEASE PRICE in resprect to SURROUNDED REGIONS |
W - HIGH LABOUR COST - CHANGING FINANCIAL CLIMAT - LIMITED STOCK OF WORK FORCES WITH LOGISTICS KNOWLEDGE DESPITE OF HIGH UNEMPLOYMENT - SECTOR IMAGE |
|---|---|
| O - SANITATION OF OLDER BUILDINGS - DEVELOPMENT PORTFOLIO OF EPB BUILDINGS - DEMAND FOR LEASING IN STEAD OF BUYING BY END USERS WITH WEAK FINANCIAL BASIS - MULTI MODALITY - PRICE INCREASES BECAUSE OF SCARCITY |
T - DELAY OF INVESTEMENTS IN MISSING LINKS - TRAFFIC CONGESTION AND MODERNIZATION ROAD SYSTEM - HIGH ENERGY PRICES - DECREASE OF INDUSTRIAL SECTOR IN FAVOUR OF SERVICES - MOVE TOWARDS EASTERN EUROPE |
Stocks
Stocks grew further in 2013 thank to the handover of a number of major logistics projects, as well as the continued development of the semi-industrial sector. However, this increase was not evenly distributed. In Flanders, it was the provinces of Antwerp and East Flanders in particular that experienced strong growth. By contrast, there was the poor performance of Limburg. In Wallonia, it was mainly Hainaut that continued to grow, while Liège marked time.
| Stock (m²) | 2008 | 2009 | 2010 | 2011 | 2012 | 2013 |
|---|---|---|---|---|---|---|
| Antwerp | 5.662.000 | 5.875.000 | 5.905.000 | 6.090.000 | 6.255.000 | 6.520.000 |
| East-Flanders | 1.756.000 | 1.785.000 | 1.845.000 | 1.895.000 | 1.930.000 | 1.995.000 |
| West-Flanders | 1.165.000 | 1.175.000 | 1.200.000 | 1.230.000 | 1.240.000 | 1.250.000 |
| Limbourg | 3.916.000 | 3.925.000 | 3.945.000 | 3.955.000 | 4.045.000 | 4.060.000 |
| Flemish-Brabant | 2.915.000 | 3.055.000 | 3.060.000 | 3.090.000 | 3.135.000 | |
| Brussels | 4.675.000 | 795.000 | 810.000 | 835.000 | 845.000 | 850.000 |
| Walloon-Brabant | 1.185.000 | 1.185.000 | 1.190.000 | 1.190.000 | 1.190.000 | |
| Liège | 2.435.000 | 2.445.000 | 2.485.000 | 2.495.000 | 2.525.000 | 2.535.000 |
| Namur | 600.000 | 600.000 | 610.000 | 610.000 | 610.000 | 610.000 |
| Hainaut | 1.636.000 | 1.775.000 | 1.940.000 | 1.955.000 | 1.990.000 | 2.035.000 |
| Luxembourg | 665.000 | 670.000 | 680.000 | 680.000 | 680.000 | 680.000 |
| TOTAL | 22.510.000 | 23.145.000 | 23.660.000 | 23.995.000 | 24.400.000 | 24.860.000 |
Purely speculative developments are only to be found in the semi-industrial sector, so smaller business parks with SME units continue to do well. The market is often the work of local developers, although a greater degree of professionalism is noticeable. Plots of land are also being offered for sales by a number of intermunicipal companies or regional development companies, some in Flanders, but particularly in Wallonia.
Developments in the logistics sector are the work of a handful of professional players. Given that the speculative development of new projects in the logistics sector has almost dried up completely, it is important for these players in the first instance to have plots ready for building and the permits to go with them. Once an agreement can be reached with the tenant or end-user, work can begin quickly and, depending on the project, handover is possible within a year. In view of the relatively low rents and high land prices, optimum use needs to be made of any economies of scale and efficient building techniques.
| Projects (m²) | Semi-industrial | Logistics (2014 - 2017) |
Logistics (> 2017) |
Total |
|---|---|---|---|---|
| Antwerp | 81.058 | 467.380 | 227.500 | 775.938 |
| East-Flanders | 29.900 | 218.112 | 303.750 | 551.762 |
| West-Flanders | 82.480 | - | 58.500 | 140.980 |
| Limbourg | 30.650 | 40.000 | - | 70.650 |
| Flemish-Brabant | 61.436 | 85.000 | - | 146.436 |
| Brussels | 3.000 | - | 55.000 | 58.000 |
| Walloon-Brabant | 7.000 | 27.000 | - | 34.000 |
| Liège | 4.000 | 38.000 | 265.000 | 307.000 |
| Namur | 1.000 | 13.143 | - | 14.143 |
| Hainaut | 13.852 | 12.500 | 166.000 | 192.352 |
| Luxembourg | 14.000 | - | 110.000 | 124.000 |
| TOTAL | 328.376 | 901.135 | 1.185.750 | 2.415.261 |
Despite the much-heard lament that there is too little room for enterprise, there is plenty of stock for projects in both the semi-industrial and logistics sectors. Certainly in the logistics sector, there are stocks of demand-driven projects that have already been in the pipeline for a number of years, but any practical fulfilment is still extremely vague. Over time, the former land belonging to Opel Antwerp and Ford Genk will provide plenty of additional development opportunities.
However, current demand for large new logistics projects is fairly limited. Often there is more postponement than there is genuine expansion.
The main projects of which a number are already at take-up despite it being a development for own use include:
| City | Adresse / Project | Type | Surface | Availibility | ||
|---|---|---|---|---|---|---|
| (m²) | ||||||
| 2830 Willebroek | De Hulst | logistics | 200.000 | (*) | ||
| 2830 Willebroek | Bridge Logistics III | logistics | 40.000 | (*) | ||
| 3945 Ham | Nike Zwartenhoek | logistics | 40.000 | 2016 | ||
| 4684 Haccourt | Trilogiport | logistics | 200.000 | > 2015 | ||
| 2280 Grobbendonk | Antwerp East Port | logistics | 90.000 | (*) | ||
| 1120 Brussels(N-O-Heembeek) | Katoennatie (ex Marly) | logistics | 80.000 | 2015-2016 | ||
| 9000 Ghent | Port of Ghent | logistics | 185.000 | (*) | ||
| (*) development on demand |
Vacancies in 2013 remained more or less the same, or fell slightly. Vacancies tend to be found more in older premises. In the semi-industrial market, there is a wider range of small premises, which are barely suitable for use, even at basement rents. So it is striking to see that despite the higher vacancy level in this segment, the asking rents seem to be going up. A possible explanation lies with the new developments that are being placed on the market at higher prices. So there is a certain division within this segment between older and new premises.
Although there are a lot of square metres available on the logistics market, the number of quality premises available immediately is somewhat limited. This is partly the result of fewer new premises being completed in recent years and which were usually always pre-leased anyway. Older premises without sufficient headroom or loading docks tend to struggle. The professional logistics players in this segment that are the driving force, yet they are no longer in the market for this type of building because they no longer fit in with modern, ultra-efficient operations.
| Availability (m²) 2013 | Availabity (€/m²/y) 2013 | |||||
|---|---|---|---|---|---|---|
| < 5.000 | > 5.000 | < 5.000 | > 5.000 | |||
| m² | m² | Total | m² | m² | Average | |
| Antwerp | 108.368 | 614.411 | 722.779 | 41 | 34 | 37 |
| East-Flanders | 115.777 | 122.687 | 238.464 | 39 | 34 | 35 |
| West-Flanders | 62.971 | 10.000 | 72.971 | 26 | 32 | 24 |
| Limbourg | 84.404 | 30.392 | 114.796 | 39 | 39 | 39 |
| Flemish-Brabant | 121.351 | 56.642 | 177.993 | 51 | 37 | 47 |
| Brussels | 132.460 | 37.995 | 170.455 | 52 | 45 | 50 |
| Walloon-Brabant | 50.095 | 12.320 | 62.415 | 52 | 45 | 50 |
| Liège | 43.734 | 39.921 | 83.655 | 42 | 36 | 40 |
| Namur | 16.078 | - | 16.078 | 45 | - | 45 |
| Hainaut | 58.522 | 71.019 | 129.541 | 39 | 32 | 37 |
| Luxembourg | 1.945 | - | 1.945 | 45 | - | 45 |
| TOTAL | 795.705 | 995.387 1.791.092 |
In absolute figures, vacancies represent ±7.00% of existing stock.
The take-up of industrial property rose slightly in 2013 compared with 2012 thanks to the higher take-up in the logistics segment. This turned around the abnormal situation in 2012, when there was higher take-up in semiindustrial property than in logistics. The semi-industrial market fell slightly, but then 2012 was also a particularly strong year.
The biggest movements were in logistics take-up in Brussels and Flemish Brabant. For Brussels, this tenfold increase was due to the take-up of ± 80,000 m² by BPost at the old carcoke site on the canal in Neder-Over-Heembeek. Take-ups of this size are rather unusual. In Flemish Brabant, there was plenty of movement at the Brucargo airfreight centre, with Geodis and Nippon Express both taking ± 6,500 m². Despite a slight fall, East Flanders confirmed its position with transactions such as the lease to DSV (± 24,000 m²). The biggest decline was in the province of Liège, where take-up levels virtually halved.
| 2011 | 2012 | 2013 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Take-up (m²)* | < 5.000 m² > 5.000 m² | Total | < 5.000 m² > 5.000 m² | Total | < 5.000 m² > 5.000 m² | Total | |||
| Antwerp | 231.708 | 346.723 | 578.430 | 308.696 | 137.465 | 446.161 | 173.599 | 229.375 | 402.974 |
| East-Flanders | 115.485 | 32.291 | 147.776 | 163.947 | 26.237 | 190.184 | 102.167 | 77.620 | 179.787 |
| West-Flanders | 26.233 | 31.610 | 57.843 | 56.811 | 83.107 | 139.918 | 70.335 | 32.495 | 102.830 |
| Limbourg | 18.872 | 132.402 | 151.273 | 29.606 | 54.934 | 84.540 | 8.663 | 68.300 | 76.963 |
| Flemish-Brabant | 85.299 | 54.915 | 140.214 | 118.385 | 29.003 | 147.388 | 134.280 | 104.492 | 238.772 |
| Brussels | 15.762 | 34.593 | 50.355 | 27.290 | 12.870 | 40.160 | 49.611 | 131.604 | 181.215 |
| Walloon-Brabant | 18.738 | 12.650 | 31.388 | 25.053 | - | 25.053 | 26.230 | - | 26.230 |
| Liège | 28.180 | 62.120 | 90.299 | 79.205 | 124.952 | 204.157 | 41.682 | 66.168 | 107.850 |
| Namur | 5.877 | 10.120 | 15.997 | 5.950 | 28.012 | 33.961 | 5.908 | 16.500 | 22.408 |
| Hainaut | 29.822 | 54.914 | 84.735 | 16.968 | 18.273 | 35.241 | 22.598 | 43.036 | 65.634 |
| Luxembourg | - | - | - | 1.055 | - | 1.055 | - | - | - |
| TOTAL | 575.974 | 772.337 1.348.311 | 832.964 | 514.853 1.347.817 | 635.073 | 769.590 1.404.663 |
* acquisitions own usage and renewed leases included
In the main, the absorption period rose. This is defined based on current available space with the addition of the projects and is related to historical take-up. Nevertheless, the take-up figures for 2013 were strong and logistics space available immediately fell. The cause was probably the announcement of several major projects in the pipeline for the years ahead. In East Flanders, the rise was due mainly to the launch of the Port of Ghent development (± 180,000 m²). In the province of Antwerp, the figure was again affected by the 'De Hulst' project in Willebroek. Based on current supply and projects, Liège and Hainaut also provide a host of opportunities in the search for new space. It is no coincidence that there are a number of larger projects in both provinces, such as TrilogiPort and Magna Park.
More expensive land in Flemish Brabant and Brussels, coupled with limited opportunities for expansion in logistics, means that the absorption rate in these regions is lower. How this absorption rate evolves in the future will depend among other things on the economy recovering further and the increase in take-up that should go with it. Historical figures may provide a clue to this, but should be viewed with the appropriate caution. It is likely that the projects announced will only be developed very gradually based on current market demand, so they will take years to complete in full.
| Logistics & Semi-industrial | Availability (m²) * |
Projects (m²) |
Historical Take up (m²)** |
Absorption (years) |
|---|---|---|---|---|
| Antwerp | 675.000 | 775.500 | 430.000 | 3,4 |
| East-Flanders | 184.500 | 551.500 | 152.500 | 4,8 |
| West-Flanders | 72.500 | 140.500 | 65.500 | 3,3 |
| Limbourg | 114.500 | 70.500 | 78.500 | 2,4 |
| Flemish-Brabant | 145.000 | 146.000 | 152.500 | 1,9 |
| Brussels | 99.500 | 58.000 | 86.500 | 1,8 |
| Walloon-Brabant | 55.000 | 34.000 | 23.000 | 3,9 |
| Liège | 83.500 | 307.000 | 101.000 | 3,9 |
| Namur | 16.000 | 14.000 | 17.500 | 1,7 |
| Hainaut | 142.500 | 192.000 | 65.000 | 5,1 |
| Luxembourg | non-représentatif | |||
| TOTAL | 1.588.000 | 2.289.000 | 1.172.000 | 3,2 |
* : projects excl. ** : 5 last years
In general, rents remain steady – as they have in past years. Although the asking rent plays a significant role in the choice of premises, it does not always have to be a crucial element. In the first place, prospective tenants look at the location and whether or not the building suits the company's business. It should also come as no surprise that some premises, despite their low rents of less than €30 per m² per year, are still not leased because they probably do not meet the requirements of the users. Examples of this are shortcomings in the area of headroom, load capacity on floors or too few loading docks per m². The table below gives a summary of rents for logistics property in the various provinces.
| Province/region | Minimum logistics | Maximum logistics | Maximum logistics | Maximum logistics | Evolution |
|---|---|---|---|---|---|
| 2013 €/m²/y |
2011 €/m²/y |
2012 €/m²/y |
2013 €/m²/y |
||
| Antwerp | 36 | 46 | 46 | 45 | = |
| East-Flanders | 35 | 42 | 42 | 39 | = |
| West-Flanders | 34 | 38 | 38 | 38 | = |
| Limbourg | 33 | 39 | 39 | 40 | = |
| Flemish-Brabant | |||||
| Brussels | 34 | 50 | 50 | 51 | = |
| Walloon-Brabant | |||||
| Liège | 34 | 39 | 39 | 40 | = |
| Namur | 35 | 40 | 40 | 40 | = |
| Hainaut | 34 | 38 | 38 | 38 | = |
| Luxembourg | 30 | 35 | 35 | 35 | = |
The investment market rose in comparison with previous years. The biggest deals involved Belgian property trusts, which focus specifically on this segment. In the main, these were logistics premises, given that the semi-industrial market is mostly a market for end-user buyers.
Despite the fact there is no strong economic recovery in the offing, the investment market still managed to achieve some good figures. Quality investments that suit the portfolio of an investment trust are still few and far between, finding their way quickly on to the professional investment market. In addition to logistics, investments in office also went ahead – to the detriment of investments in retail and retirement homes.
Evolution investment volume
| 2004 | 140.000.000 € |
|---|---|
| 2005 | 99.000.000 € |
| 2006 | 305.000.000 € |
| 2007 | 600.000.000 € |
| 2008 | 431.500.000 € |
| 2009 | 135.000.000 € |
| 2010 | 145.000.000 € |
| 2011 | 165.000.000 € |
| 2012 | 155.000.000 € |
| 2013 | 195.000.000 € |
The table below shows some of the transactions:
| Place | Surface (m²) Investor | Type | Yield/Sales price | |
|---|---|---|---|---|
| CargoVil | 75.000 | WDP | Logistics | 8,00% |
| Ghent Evenstuk | 24.100 | Montea | Logistics | 7,80% |
| Ghent Logistics | 12.900 | Montea | Logistics | 8,50% |
| Kortenberg | 9.000 | Patronal Life | Logistics | 7,10% |
| Tongeren | 12.600 | Prologis | Logistics | ± 8.500.000,-€ |
| Geel | 30.000 | WDP | Logistics | 24.400.000 ,-€ |
As in previous years, it was mainly Belgian investors who were the most active on the market. They were also driven by demand from end-users, who are responsible for part of the take-up and pricing.
As with rents, there were no noteworthy movements in yields to be seen for industrial property. The best yields were around the 7% mark. Although buildings with long-term letting security can sometimes go unnoticed. Prime yields for industrial buildings were in a bracket ranging from 7.25% to 8.50%. Belgian long-term interest rates, which fell again in the spring, rose slightly towards the end of the year. In addition to traditional funding options through the banks, a number of investment trusts opted to go straight to the markets to raise funds through bond issues. The bond issues operated by Belgian investment trusts were closed early on account of their high level of success.
It is expected that after the hesitant recovery in 2013 that the economy will rise further in 2014. Economic growth in 2013 was something like +0.1%. Forecasts are clearly more positive for 2014, with growth expected to be 1.1%. So the recovery continues, yet remains very reluctant. Certainly it is not sufficient to cause any genuine reduction in the unemployment figures. Yet despite increasing unemployment, overall consumer confidence is rising. Consumers are clearly living in the hope that things will get better and so are willing to borrow against the expected recovery.
How these expectations will play out in concrete terms for the semi-industrial and logistics markets is hard to predict. Despite Belgium's central location and its relatively low rents, clearly there are plenty of other parameters that play a role. The cost of wages and traffic congestion may be two of them. Competition with our immediate neighbours in attracting new distribution centres remains very high. In the meantime, little change is expected in terms of rents, yields and take-up. The arrival of a major e-commerce player would be nice, but would appear to be hard to achieve in the short term.
Although the French economy has been severely affected by the global recession – and more recently by turbulence in the eurozone – business should gradually recover over the coming two years. Hence, after a virtual recession in 2012, INSEE is forecasting a 0.2% growth in GDP in 2013 and 0.7% for 2014 (GDP achieved).23
In 2013, household consumption in France rose slightly by 0.4%. Combined with the virtual stagnation of earnings, the worsening of the jobs market continues to weigh heavily, keeping any clear-cut recovery in consumption at bay. In addition, households have factored in certain forms of expenditure on account of the tightening of rules regarding car insurance no-claims bonuses and the increase in the rates of VAT on 1st January 2014.
The company investments declined in 2013, mainly on account of poor company margins and their level of debt24. Despite this, the business climate improved significantly across all sectors in the third quarter of 2013, as demonstrated by business data and economic surveys. Nevertheless, at the beginning of 2014, there is likely to be some further weakening caused, among other reasons, by a lack of recovery in construction. This sector has been particularly badly affected. Since the end of 2011, the low level of demand for credit has created a sharp decline in the granting of new property loans. Also, exports in 2014 are likely to be less dynamic as the result of the euro's past gains, as well as trend-related losses in market share. Exports increased by 0.6% in 2013, which was a slower pace than in 2012 (+2.5%). Nonetheless, INSEE expects to see a recovery in exports – albeit lower than external demand – taking place in 2014, with a rise of 2.7%.
To be able to continue borrowing at low rates on the markets, the French State needs to be able to maintain a delicate balance between a policy of budget restraint and a policy that encourages the competitiveness of companies. Yet, France's credit rating was downgraded by Standard & Poor's at the end of 2013, just after the ECB reduced its headline rate to 0.25%, thereby undermining the climate of confidence and leading to a hike in State borrowing rates. However, this negative effect was counterbalanced in the short term by the reduction in bank reference rates, which are based on the Central European Bank's rates, thereby favouring access to credit and an upturn in confidence.
In line with all of the advanced economies, an economic recovery would appear to be on the cards, but at what rate is the question that is hard to predict. It will depend to a large extent on the investment made by businesses. Unemployment continues to fall in the United States, while personal consumption is regaining pace in the United Kingdom. France should probably benefit from the dynamism of other economies. In the eurozone, growth in GDP should be slightly positive in 2014, with some of the countries worst affected coming out of recession.
23 Source INSEE Economic memo.
24 Source OECD.
Investment in commercial property remained energetic in 2013, despite an economic climate that was still in depression and seriously weak user markets. However, there was a mismatch between investor expectations in terms of products and profitability, and the available supply.
On the investment market, the overall volume for 2013 reached € 17.9 billion of commitments in commercial property (including services) in France25. This level was slightly higher than in 2012 and similar to 2011. By contrast, trends differed considerably, depending on the type of asset involved.
In 2013, as in 2012, volumes were swollen by the completion of some major deals, despite a fall in the total number of transactions.
So it was that there were approximately forty transactions, representing almost half of all investments, for amounts in excess of € 100 million, mainly in Île-de-France. These included:
International investors were in the majority at the end of 2013, with 62% of acquisitions during Q4 2013. There was the return of UK investors, led by investment and property funds, to the list of buyers, especially on the market for value-added assets. On the other side of the coin, there was a decline in activity in sovereign funds, explained mainly by a lack of "prime" supply, even though some of them are developing strategies that are nonexclusively "core". Nevertheless, there was a preponderance of national investors across the year as a whole, representing almost 60% of the commitments made in 201326. Institutionals were the least active, either direct (insurers or REITs) or via OPCI RFA. Property funds, especially SIIC (listed real estate investment companies), remained on the back foot, making large-scale disposals.
25 Source BNP R.E.
26 Source CBRE.
Geographically speaking, with 72% of acquisitions, Île-de-France remained the preferred market for investors. But the investment market in the regions turned in some very good results and was up 19%27 compared with 2012. The sale of a number of major portfolios was one of the reasons behind this trend.
Offices continue to attract the majority of investments, with 62% of the funds invested. Retail investments in France were in second place, with 18% of the volumes invested. As a result, they recorded a fine performance (€ 3.6 billion of assets changing hands), maintaining the record level achieved in 201228. There was sustained investment in business and logistics premises throughout the year, up 15% year-on-year to € 1.5 billion, thanks mainly to the arrival of new players, attracted by higher yields in France than in the rest of Europe. However, the market suffered from a lack of supply in "prime" property, in particular in terms of logistics platforms.
Rate ranges widened again in 2013, between "core" and secondary assets. The market was very tight in terms of the best assets. Supply was structurally lacking for these assets in the best service districts. In fact this is what kept values up throughout the year. Paris CBD stayed at between 4.25% and 4.8% in the fourth quarter, according to sources. Yields for the best retail outlets on the ground floor of buildings fell below the 4% mark. These elements prompted a growing number of potential "core" buyers to relax their selection criteria. The rise in rates continued on the secondary markets, even though some of the assets in the inner suburbs are beginning to regain liquidity. For 2014, a more favourable economic environment could lead to potential purchasers softening their fear of risk and diversifying their strategies. The supply of "prime" properties will probably remain insufficient, but the rates for these assets will remain "on the floor" due to the cost of money remaining low, thereby creating an attractive opportunity for vendors.
On the office rental market, over 1.8 million m² of space was placed in Île-de-France29, down sharply (25%) compared with 2012. This result, which is well below the long-term trends, was caused mainly by the economic climate and competition from renegotiations. Q4 was rather better with quarterly growth of 15% (512 000 m²), enabling business levels to be maintained. The decline in activity on the office rental market was due mainly to the fall in transactions of over 5 000 m², down 45% compared with the highs of 2007 and 2012. There was a dearth of major turnkey projects, which were a significant part of the growth in volumes between 2009 and 2012 (example: Thales in Gennevilliers, Carrefour in Massy and Orange in Châtillon).
Major transactions (> 5 000 m²) were more in evidence at the end of the year, such as:
Geographical disparities remained high in 2013. The volume of demand met in Paris (including the CBD) was down by approximately 10% on average year-on-year. The south-west was the only part of the inner suburbs to rise (23%) over the year. Overall in the Île-de-France region, space of less than 5 000 m² fared better, with the fall limited to 6% year-on-year.
The vast majority of movements in 2013 confirmed the main reason stated by users of reducing their real estate overheads. As a result, regrouping and rationalisation operations made up nearly 90% of the volume for the total demand met on property in excess of 4 000 m².30
27 Source BNPP RE.
28 Source CBRE. 29 Source CBRE.
30 Source Cushman & Wakefield.
In the Lyon region, demand met reached 252 000 m², which was the opposite to Île-de-France with a rise of 35% compared with 201231. The La Part-Dieu district represented 21% of demand met in Lyon, followed closely by Gerland and Carré de Soie, each representing 18%. The volume placed also rose in Lille, albeit to a lesser extent, reaching 160 000 m². This was 7% down compared with 2012. The Marseille region experienced an even steeper decline than Île-de-France (-31%), with 156 000 m² placed in 2013, as much as Lille.
In 2013, overall supply rose by 6% in Île-de-France, representing almost 5 million m² of available space. This was due in the main to the slowdown in rental activity. The supply of new-build represented nearly a quarter of overall supply. The vacancy rate in Île-de-France is now 7.5%, compared with 6.9% a year ago.32. Movements in the future supply for the centre of Paris remain relatively limited, whereas there is plenty at La Défense and in certain other outlying areas, such as the Croissant Ouest. This is helping to bolster the sharp disparity in rental values (headline rent, excluding taxes and charges per year):
In the Lyon region, 2013 saw the release of the city's biggest building, the INCITY tower. Despite this, there was a slight reduction in stocks in inner Lyon, down 10% with a total of 345 000 m² available.
"Prime" headline rents in Lyon were € 270 per m², as they were in Marseille, compared with € 220 per m² in Lille.
In 2013, the volume placed on the rental market for single-unit warehouses in excess of 5 000 m² grew by 12%, year-on-year, with 2.5 millions m² transacted34. This result was also more than 12% higher than the average for the past ten years. This meant that despite the moribund economic environment, the market managed to get restarted, supported by proprietary and turnkey transactions, which grew very strongly (+48% year-on-year). The significant proportion of very large transactions – 1% were for single-unit sizes in excess of 40 000 m², but represented nearly 30% of total demand met – indicates that regrouping operations remained a priority.
Nonetheless, the logistics market in France remained uneven. Overall, the provinces performed particularly well in 2013, recording its best volume of transactions since 2009, with nearly 2 million m² invested in total. One feature that stands out especially was that approximately 40% of these transactions were in secondary markets (outside the Dorsale region)35. Major transactions in excess of 50 000 m² were up sharply in the regions, with 22% of the volumes transacted in 2013 (compared with 12% on average since 2008).
31 Source FNAIM Entreprises. 32 Source BNPP RE.
33 Source Cushman & Wakefield. 34 Source BNPP RE.
35 Source BNPP RE.
La Dorsale lost momentum in 2013 representing only 55% of the volumes changing hands. Île-de-France and the Rhône Corridor struggled with their existing supply being unsuited to the new needs of users, as well as taxes at levels that were too high. On the other hand, the construction of logistics platforms for mass retail soared on the Atlantic coast (away from the Dorsale), which are particularly attractive both for the public and for companies. Generally speaking, the leading players in the mass retail sector and e-commerce continued to embark on newbuild projects on account of the lack of quality supply available, as well as significant inexpensive property reserves in the regions.
In Île-de-France, 512 000 m² of space was sold in 2013, which was down slightly by 3% compared with 201236. This fall took the market to its lowest level for five years. A number of building permits are still currently pending, giving hope of a better year in 2014 in terms of volumes sold. The south of Ile-de-France saw the only signing in excess of 50 000 m² last year in the Paris region, with Transalliance leasing 75 000 m² in Moissy-Cramayel. The remainder of the unit transactions in Ile-de-France were below 30 000 m², with an average of 12 200 m², which was down compared with last year. Business was better to the West and East of Île-de-France. In the West, Gennevilliers was particularly dynamic. The volume invested in the municipality has tripled in the space of one year. The East has seen its demand met double since 2012, with five turnkey projects last year in Île-de-France. The North of Île-de-France suffered badly, with a 30% decline in the volume changing hands37.
Despite a 29% fall in demand met over the year (297 500 m²), the Lyon region still managed to stay in line with the past ten years.38 It should be remembered that 2013 was a particularly dynamic year for the Lyon region. The fall was due to a sluggish start to the year, despite a slight recovery in the final quarter. These developments were due partly to a market with less supply in terms of the quality assets available and property opportunities enabling the development of major long-term platforms. Most of the space marketed (75%) was for class A warehousing.
However, the three major regional markets along the Dorsale (Lyon, Lille and Marseille) did not enjoy the same dynamics, with only 55% of the volume changing hands. Business levels in Nord-Pas de Calais were similar to 2012, with 265 000 m² marketed in 2013, led by more small transactions being signed (15 in 2013 compared with 9 in 2012) and a proprietary deal of 74 000 m² for Gifi in Sin-le-Noble. The rental business in the PACA region saw 340 000 m² invested in 2013, which was almost twice as much as in 2012. This distorted picture was due mainly to two turnkey transactions that together amounted to almost half of the volume for the region:
Supply in 2013 rose slightly (+5% year-on-year) to a little over 3 million m² available at 1st January 2014, despite a marked increased in the number of transactions. The properties marketed were mainly turnkey leases or proprietary projects, which did not allow for a reduction in the stocks available. Ile-de-France has half of these vacancies, especially to the south of the Paris region around Sénart, but also in the north around the Roissy area (in particular Marly-la-Ville and Saint-Witz).
The lack of "blank" launches over the past 3 years has led to a scarcity of new warehousing (-40% year-on-year). This was offset by the availability of second-hand class A warehouses (up 12% year-on-year).39 Depending on the geographical area, supply remains uneven. As a result, class A supply represents only one-third of available space in Rhône-Alpes, 40% in Nord, half in Île-de-France and 60% in the PACA region in the south.
36 Source CBRE.
37 Source CBRE. 38 Source FNAIM Entreprises.
39 Source BNPP RE.
Despite a slight overall increase in supply in France, it remains limited – especially in the Lyon region. The need for new projects to be launched is becoming pressing if the market for new space is to be kept supplied over the coming years.
In 2013, the commercial enticements granted by landlords seeking to avoid any vacancies enabled face values to be maintained. This meant that rental face values remained stable overall across the country, albeit at a low level, although the gap widened with economic values. For the best assets, rent-free periods were between 1 and 1.5 months for every year of firm lease commitment.
Nonetheless, the market was very uneven in terms of rental values, with upward pressure on some micro-markets where there was little supply (Rhône-Alpes, Paris inner suburbs) and an increase in commercial enticements in some areas where there was surplus supply or a poor location. Values can vary sharply, depending on the intrinsic value of the building, the location, the tax levied in the local borough and the type of transaction (product available on the market, turnkey operation, etc.).
| Ile de France | Lyon | Lille | Marseille |
|---|---|---|---|
| 44-52 | 42-47 | 40-42 | 40-42 |
| Source :BNPP RE and C&W |
There are few statistics available about the stock of business premises, an area that is much older and more varied than logistics.
Transactions in relation to business premises and small warehouses (< 5 000 m²) in Ile de France only amounted to 714 000 m² in 201340, which was the lowest level for a decade:
Demand met remained uneven, depending on the floor space at stake. Units of between 1 000 m² and 3 000 m² declined sharply, unlike the market for space under 1 000 m², which was stable. Small units (<500 m²) were actually higher.
The opposite was true in the Lyon region, where demand met in business premises increased slightly (by approximately 4%) to almost 322 000 m² in 2013. The market remains tight on account of a fall in the number of transactions, particularly in the 500 - 1 000 m² segment.
40 Source CBRE.
Stocks of immediate supply properties exceeded 2.5 million m² in Ile-de-France as of 1st January 201441. This was a year-on-year rise of 14%. The proportion of new-build within that supply was only 15%, underlining the ongoing problem of stock obsolescence and the lack of renewal. Nevertheless, supply remains of good quality in some sought-after areas, in particular the inner suburbs of Paris and some well-situated business parks. Back to its highest point for a decade, the immediate supply is made up 85% of older premises for which ageing constitutes a critical issue in the long term.
There is a continued lack of balance between supply and demand in this class of asset. The lack of product, combined with worsening conditions for obtaining loans has led to a fall in sales. There is likely to be something under 30 000 m² of "blank" supply fuelling new stocks between now and mid-2014. Assured supply for the future consists virtually exclusively of releases of old buildings which should be back on the market before the end of 2014. Supply of "grey" stock is under 200 000 m².
Despite its ageing stocks, the Lyon region reduced its supply by almost 12% compared with 2012. This supply is concentrated in the South sector.42
Rental values remained steady overall in 2013, in particular for small and medium-sized spaces. Very broad ranges demonstrate the deep-seated structural disparities in this market where properties are traditionally varied. Any slight repricing only affected properties located furthest from Paris in Île-de-France, mainly large spaces.
41 Source CBRE.
42 Source FNAIM Entreprises.
We have summarised values by geographical zone below:
| At 31st December 2013 | Rental values on business premises in Ile-de-France (in €, excl. tax and charges per m² per annum) | ||
|---|---|---|---|
| Geographical area | New | Used | |
| Within the A86 | 90-115 | 60-107 | |
| North | Between the A86 and Ile-de-France | 60-85 | 45-75 |
| Beyond Ile-de-France | N.S | N.S | |
| Within the A86 | 100-120 | 65-90 | |
| West | Between the A86 and Ile-de-France | 75-85 | 40-80 |
| Beyond Ile-de-France | 75-85 | 40-80 | |
| Within the A86 | 80-150 | 75-80 | |
| East | Between the A86 and Ile-de-France | 80-85 | 65-75 |
| Beyond Ile-de-France | 75-90 | 45-60 | |
| Within the A86 | 80-95 | 65-80 | |
| South | Between the A86 and Ile-de-France | 70-85 | 60-75 |
| Beyond Ile-de-France | 65-85 | 60-70 | |
| N.S: Not significant |
Source: CBRE
| Rental values for business premises in the Lyon region (in €, excl. tax and charges per m² per annum) As of 31st December 2013 |
||||
|---|---|---|---|---|
| New | Used | |||
| 78 | 55 | |||
| Source: FNAIM Entreprises |
| Selling price of business premises in Ile-de-France (in €, excl. tax and charges per m² per annum) | ||||||
|---|---|---|---|---|---|---|
| As of 31st December 2013 | Minimum | Average | Maximum | |||
| Inner ring | 550 | 1030 | 1550 | |||
| North | 280 | 640 | 900 | |||
| West | 250 | 520 | 800 | |||
| Remainder of Île-de-France | East | 290 | 500 | 1100 | ||
| South | 350 | 580 | 1350 | |||
| Source: CBRE |
| Rental values of business premises in the Lyon region (in €, excl. tax and charges per m² per annum) As of 31st December 2013 |
||||
|---|---|---|---|---|
| New | Used | |||
| 830 | 400 | |||
| Source: FNAIM Entreprises |
€ 17.9 billion43 was invested in business property (including services) in France over the whole of 2013, despite a net decline for offices.
The volume of investments in the logistics and business premises markets rose slightly above its ten-year average, with € 1.5 billion44. Growth has been 25% on average each year since 2009. The share of logistics/business in the business property investment market was up, year-on-year, at 10% of overall volume.
Sales of business premises and small warehouses increased in particular, representing 35% of commitments in logistics/business (i.e. 11 points higher than in 2012).
Source: CW; BNPP RE
However, performance in Île-de-France and the provinces was uneven. The Paris region only represented 30% of the amounts committed to logistics in 201345, with business in the provinces supported by the sale of major portfolios and the dynamism of the markets in Lyon, Lille and Marseille.
The logistics market continued to be shored up by the sale of portfolios. The joint-venture between Prologis and NBIM in Q1 for € 272 million, and the Logicad portfolio sold by Icade to Apollo for € 145 million represented approximately 40% of the amounts committed to logistics. The acquisitions were for 544 000 m² and 370 000 m² respectively.
Still in logistics, two turnkey platforms of over 100 000 m² in Saint-Martin-de-Crau were part of the significant transactions made. The first, leased to Maisons du Monde, was disposed of to Tristan Capital Partners for € 56 m (115 000 m²), while the second was developed for Castorama and sold to AG Real Estate for € 62 m (110 000 m²). The market for business premises was also dominated by large transactions, the most important of which in Q4 was the acquisition of Axa's Spring portfolio (266 000 m²) by Northwood for € 123 million.
43 Source BNPP RE. 44 Source Cushman & Wakefield.
45 Source Cushman & Wakefield.
The property company Argan maintained a strong presence in 2013, with transactions totalling 113 000 m²:
Outside these few "pure players", the logistics business also attracted some foreign institutionals looking to diversify their risk, such as AG Real Estate in the Castorama transaction in Saint Martin de Crau, and a number of opportunistic funds (Blackstone, Apollo). 2013, as was the case in 2012, saw greater competition in the face of a shortage of "prime" supply on the investment market. An instance of this was the acquisition by Amundi of the warehouse leased to C Discount for a yield of 7.25%.
"Prime" rates for business premises and large warehouses (> 5 000 m²) dipped slightly at the end of 2013. According to sources, the yield range was between 7% and 7.25% for "prime" logistics platforms and 7.75% and 8.25% for business premises.
Movements in "prime" return rates in France
2013 was still very much under the effects of the economic crisis. It wasn't until the second half of the year that the economy started showing any signs of recovery. However, taken across the whole year, the economy contracted by approximately 0.8%. The recovery that began in mid-2013 was driven by an upturn in investments in fixed assets (including company cars, business buildings, machines and installations, and computers) and industrial production. In addition, the import and export of goods and services made a modest contribution to growth. But two other major areas of the economy – consumer spending and government spending – continued their downward course.
The development of the sectors for Trade and Transport and storage are always of great importance for the Dutch economy. In fact, almost 23% of employment in the Netherlands comes from these sectors. Growth in international trade and the transport sector associated with it is also extremely important for the development of the Dutch economy. The limited growth in world trade meant that any rises in imports and exports also stagnated. Exports rose slightly, by approximately 1.3%, but imports fell by 0.5%. The outlook is somewhat more favourable for 2014. Not only is the Dutch economy showing signs of recovery, but prospects for the economy in Germany and France – major trading partners with Holland – have obviously improved. There is also a clear-cut economic recovery taking place in the US. However, in some of the major emerging economies, the second half of 2013 was all about falling growth figures, despite continued substantial economic growth. World trade is forecast to grow more robustly in 2014 than it did in 2013. This will also have a positive effect on the Dutch transport sector.
The quarterly report from Transport and Logistics Netherlands (TLN) indicated that business in the transport sector recovered throughout the year. In addition to business levels, turnover in the sector also rose in 2013. Yet there was no recovery in profits during the year. This was the result of rising costs, whereas freight prices did not increase. In the fourth quarter, 'only' 55% of businesses managed to end the quarter in profit. Measured over the whole year, over 64% of businesses ended the year in profit (2012: 54%). The number of bankruptcies fell in 2013. In total, 363 companies (excluding one-person businesses) failed in 2013. In 2012, this number was 385. However, the number of bankruptcies in 2013 was still well above the 10-year average of 281 and the year saw the secondhighest number of bankruptcies in the past ten years.
The sector is somewhat more positive for 2014 than in the previous two years. For example, almost 40% of businesses expect a growth in turnover (2012: 23%), while 47% forecast at least the same level (2012: 49%). Also, more than 27% of businesses expect to see an expansion in logistics services (2012: 18%). In terms of general business expectations, 25.5% are expecting a good to very good year (2012: 10.5%), 60% a normal year (2012: 53%) and 14.5% a bad to very bad year (2012: 36%).
| Economical indicators (in %) | ||||||
|---|---|---|---|---|---|---|
| 2009 | 2010 | 2011 | 2012 | 2013 | 2014* | |
| Economical growth | -3,5 | 1,7 | 1,0 | -1,2 | -0,8 | 0,5 |
| Export | -9,2 | 10,8 | 4,4 | 1,9 | 1,3 | 4,0 |
| Re-export | -6,9 | 17,2 | 4,9 | 3,0 | 1,75 | 5,25 |
| Import | -10,4 | 10,6 | 4,7 | 3,6 | -0,5 | 3,5 |
| Relevant world market |
-13,6 | 11,0 | 4,0 | 0,7 | 1,5 | 3,75 |
* Subject: prognoses CPB December 2013, other numbers: CBS
The outlook for the Dutch economy for 2014 is a good deal more favourable than in 2013. The economy is expected to grow, albeit in limited fashion (+0.5%). As a result of rising world trade, the import and export of goods will show clear growth. In the medium term, measured over the period 2013-2017, the CPB is assuming average economic growth of 1.5% per annum.
The logistics sector will be one of the first to benefit from the economic recovery. This is expected to translate into growing demand for logistical space. Demand will focus mainly on modern premises, although supply is somewhat limited. As a result, rent in the top segment of the market will rise slightly. In the middle segment and lower end of the market, there is an over-supply, which will place further pressure on rents.
The investment market in 2014 is expected to be a similar picture to 2013. Investor demand is focused on modern (new-build) premises. The supply of these sites is limited, which means that gross initial yield will remain relatively stable and if there is increased demand, it could even fall a little. For older premises, initial yields could still rise a little further.
To sum up, there is something of a mismatch between supply and demand in the logistics property market, both among users and investors.
| Perspectives 2014 | |||||
|---|---|---|---|---|---|
| Offer | Take-up | Rent | Investments | BAR | |
| Modern logistics buildings | | | | / | / |
| Mid-segmentation buildings | | | | | |
| Older logistics buildings | | | / | | |
The demand for logistics space in 2013 showed a sharp downturn. Partly due to the economic crisis, logistics providers were reluctant in renting new distribution centers. Due to disappointing growth in the import and export of goods, there was hardly any need for additional logistics space. In 2013 was in total approximately 707,000 m² of logistics space leased or sold to end users. This is a decrease of 39% compared to 2012 when just over 1.16 million m² was recorded by the market.
In the whole of 2013, there were 69 transactions in logistics property, with an average size per transaction of approximately 10,250 m². In 2012, there were 91 transactions, with an average size per transaction of 12,800 m².
The largest transaction in 2013 involved the lease of a newly built distribution centre by DB Schenker. This facility, located in the Vossenberg West II business park, extends over 47,700 m².
| Top 10 logistics transactions 2013 | ||||||
|---|---|---|---|---|---|---|
| Place | Location | Lessee/Buyer | m² | |||
| Tilburg | Vossenberg West II | DB Schenker | 47.700 | |||
| Zwolle | Hessenpoort | Wehkamp.nl | 35.000 | |||
| Oud Gastel | Borchwerf II | Tommy Hilfiger | 32.630 | |||
| Breda | Heilaar | Broekman Logistics | 30.800 | |||
| Didam | Fluun | Alpha Deuren | 30.000 | |||
| Eindhoven | Flight Forum | Fab.com | 23.750 | |||
| Amersfoort | De Hoef | Red Swan | 21.200 | |||
| Zevenbergen | Tradeparc Moerdijk | Talke Nederland | 19.400 | |||
| Veghel | Dorshout | Udea | 18.270 | |||
| Ridderkerk | Donkersloot | Van Domburg Partners | 17.900 |
In all regions, with the exception of Tiel/Geldermalsen, there was a fall in take-up. In Tiel/Geldermalsen, however, there was a rise of 15%, although in absolute numbers of square metres, it was only a limited increase of 3,000 m². The picture at the main ports of Rotterdam and Amsterdam/Schiphol was patchy. Whereas take-up in Amsterdam/Schiphol fell slightly, by 4%, take-up in Rotterdam and the surrounding area tumbled by 58%. There was also a sharp downturn in demand in logistical hotspots such as Venlo/Venray, Tilburg and surrounding area and Oss/Den Bosch/Eindhoven. Although there was also a clear-cut decline in demand in West Brabant, the decrease here was less. In white spots (potential hotspots) such as Almere/Zeewolde and Arnhem/Nijmegen, demand plummeted most, by -94% and -89% respectively.
Internationally oriented logistics service-providers and international companies basing their European distribution activities in the Netherlands, focus mainly on the logistical hotspots. Good connections to the main ports of Rotterdam and Amsterdam/Schiphol, as well as to the European hinterland are important in this area. As a result, loss of demand here is often less extensive than in white spots where demand from nationally oriented logistics service-providers plays a far greater role. The decline in demand among these operators was much greater because they were under more pressure from the poor national economy. Also, these companies far more frequently opt for a location outside the hotspots and white spots, such as Utrecht, Waddinxveen, Zwolle and Ede/Veenendaal. Lower rents are one of the factors involved here.
| Take-up logistics regions in m² | |||
|---|---|---|---|
| Region | 2012 | 2013 | Δ |
| Rotterdam e.o. | 163.000 | 68.000 | -58% |
| Venlo/Venray | 185.000 | 64.000 | -65% |
| Amsterdam/Schiphol | 58.000 | 56.000 | -3% |
| Tilburg e.o. | 157.000 | 76.000 | -52% |
| Tiel/Geldermalsen | 20.000 | 23.000 | 15% |
| Oss/Den Bosch/Eindhoven | 129.000 | 70.000 | -46% |
| West-Brabant | 119.000 | 99.000 | -17% |
| Arnhem/Nijmegen | 46.000 | 5.000 | -89% |
| Almere/Zeewolde | 49.000 | 3.000 | -94% |
| Zuid-Limburg | 28.000 | 16.000 | -43% |
| Other regions | 210.000 | 227.000 | 8% |
| Total | 1.165.000 | 707.000 | -39% |
At the beginning of 2014, there was approximately 2.63 million m² of logistics space available for sale or lease. This was up 5% compared with the level at the beginning of 2013, when there was 2.5 million m² available.
Approximately two-thirds of supply was built before 2000, while one-third was built before 1990. Expectations are that the proportion of premises built before 1990 will increase further in the years ahead, because these premises no longer meet the current requirements of logistics service-providers. Height is one factor is this area. At the present time, the minimum height is 11 or 12 metres, whereas premises built prior to 1990 are often no higher than 8 to 10 metres. Increasing automation also plays a major role and is frequently more difficult to implement in older buildings. Finally, the increasing demand for replacement is an important factor in the increase of older premises. More and more, logistics service-providers are replacing their out-of-date space with modern new premises. This can also be seen clearly in the sharp rise in new-build in 2013 (see paragraph on new-build). Of the take-up in 2013, approximately 50% was built after 2000. Some 55% of these premises were even built in 2008 and later. This means that the supply of modern, high-quality logistics property in a good location is also relatively limited in size. Approximately 10% of supply was built in 2008 or later.
| Offer logistics regions in m² | |||
|---|---|---|---|
| Region | 1-1-2013 | 1-1-2014 | Stijging/daling |
| Rotterdam e.o. | 179.000 | 172.000 | -4% |
| Venlo/Venray | 189.000 | 166.000 | -12% |
| Amsterdam/Schiphol | 230.000 | 188.000 | -18% |
| Tilburg e.o. | 198.000 | 198.000 | 0% |
| Tiel/Geldermalsen | 122.000 | 122.000 | 0% |
| Oss/Den Bosch/Eindhoven | 366.000 | 395.000 | 8% |
| West-Brabant | 325.000 | 461.000 | 42% |
| Arnhem/Nijmegen | 99.000 | 132.000 | 33% |
| Almere/Zeewolde | 43.000 | 66.000 | 53% |
| Zuid-Limburg | 77.000 | 70.000 | -9% |
| Other regions | 676.000 | 656.000 | -3% |
| Total | 2.504.000 | 2.627.000 | 5% |
Within the logistics hotspots, far and away the most supply is located in the regions of West Brabant, Oss/Den Bosch/Eindhoven and Tilburg. Together, these areas represent around 40% of the total logistics supply. It should also be noted here that these regions have the biggest stocks of logistics space.
One striking factor is the sharp rise in supply in West Brabant. In total, supply here rose by 42% to 461,000 m². The increase was due mainly to the addition of logistics premises in Roosendaal, Moerdijk and Oosterhout. The premises in Roosendaal are two "out-of-date" facilities built before 1987 and 1997. Interestingly enough, the additions to supply in Oosterhout and Moerdijk are seven relatively modern premises built after 2000, including four that date from 2005 or later. This latter fact may indicate the logistics buildings are becoming unsuitable for user requirements more quickly. However, because there has only been a very limited supply of modern premises built in the past five years, expectations are that when appealing to the marketplace, these still relatively modern facilities will be the first to be taken out of the market.
In addition to the sharp rise in supply in West Brabant, supply also rose strongly in Almere/Zeewolde and Arnhem/Nijmegen in 2013. Together, these three regions were the cause of the increase in the national supply of logistics space. In the other regions, supply stabilised and even fell. Amsterdam/Schiphol and Venlo/Venray saw supply diminish the most, by 18% and 12% respectively. Because at the present time little is being built on spec for the market, demand will be accommodated mainly by the current supply. This could see a further decline in supply despite the reduction in supply.
The average rent achieved in 2013 fell slightly by approximately 3% compared with the level of rents in 2012. The average rent achieved in 2013 was just under € 44 per m². Rents for modern logistical business space remained steady within a bracket ranging from € 50 per m² to € 65 per m². For the middle segment, the spread was a little broader in 2013, ranging from € 32.50 to € 50 per m² (2012: € 37.50 to € 50 per m²). At the bottom end of the market, meanwhile, there was a range from € 15 to € 40 per m² (2012: € 20 to € 40 per m²).
The highest rents (up to around € 88 per m²) are still being achieved for modern logistics space in the area around Schiphol airport. The average asking rent for logistics space close to Schiphol is approximately € 84 per m².
| Range rental prices logistics premises per region (in € per m²) | |||||||
|---|---|---|---|---|---|---|---|
| Regio | 2012 | 2013 | |||||
| Rotterdam e.o. | 40 – 65 | 40 – 65 | |||||
| Venlo/Venray | 30 – 50 | 30 – 52 | |||||
| Amsterdam | 40 – 65 | 30 – 65 | |||||
| Schiphol | 70 – 90 | 70 – 88 | |||||
| Tiel/Geldermalsen | 35 – 50 | 35 – 50 | |||||
| Oss/Den Bosch/Eindhoven | 40 – 55 | 35 – 55 | |||||
| West-Brabant | 35 – 55 | 35 – 55 | |||||
| Arnhem/Nijmegen | 35 - 55 | 25 – 50 | |||||
| Zuid-Limburg | 30 - 55 | 30 - 55 | |||||
| Almere/Zeewolde | 40 - 55 | 35 - 55 |
There was clear evidence of pressure on rents in 2013. This can be seen not only from the rents achieved, but also in the movements of asking rents. This can be seen clearly from the table below. The table also shows that the greatest pressure on rents was in the middle segment. However, it should be noted that rents for older premises in past years have already fallen significantly. The steep fall in asking rents has been caused by falling demand and the continued presence of supply. The mismatch between demand (modern logistics) and supply (middle segment to out-of-date logistics) has also placed additional pressure on rents.
The fact that asking rents in the top segment have also fallen slightly has been caused mainly by the steep decline in asking rents in the middle segment. As a result, prices in the top segment have also been adjusted slightly downwards in order to remain competitive with the middle segment.
| Development weighted average request rental price (per m²) | |||||
|---|---|---|---|---|---|
| Year of construction | 1-1-2013 | 1-1-2014 | Δ in % | ||
| > 2005 | 57 | 55 | -3,5 | ||
| 2000 – 2005 | 52 | 47 | -9,2 | ||
| 1990 – 2000 | 52 | 47 | -9,3 | ||
| < 1990 | 38 | 37 | -3,0 |
In 2013, 35 logistics centres were completed, with total floor space of approximately 768,000 m². 22 of the distribution centres were own-build, with total floor space of 456,000 m². The other 13 logistics centres were newbuild for the market. In 10 cases, the end-user was known prior to the start of construction. In total, this represented 312,000 m² of logistics space.
The largest own-build projects handed over in 2013 were for DC Edco in Deurne (100,000 m²), DC Lidl in Heerenveen (65,000 m²), DC McGregor in Waalwijk (45,000 m²) and DC OMS/Lidl in Oosterhout NB (36,000 m²).
The biggest new distribution centres for the market were DC Dok Vast in Son en Breugel (55,000 m²), leased to Rhenus, DC Dok Vast Tilburg (47,700 m²), leased to DB Schenker, DC BusinessPark Siberie (phase I) in Peel en Maas (44,700 m²), leased to Brand Loyalty and DC Maessen in Venray (40,000 m²), leased to Philips.
In 2104, the complete of new logistics centres are expected to be lower than in 2013. At the beginning of 2014, there were 17 distribution centres planned to be handed over before the end of 2014. The total floor space of these distribution centres is approximately 330,000 m² (including 180,000 m² own-build). With an average construction time ranging from eight to 12 months, this could yet increase a little further.
| New construction logistics premises per region and status (in m²) | |||||||
|---|---|---|---|---|---|---|---|
| Region | Finalized in 2013 |
In construction | New construction without lessee |
Rental stock | |||
| Rotterdam e.o. | 5.000 | - | - | 20.000 | |||
| Venlo/Venray | 101.000 | 150.000 | 25.000 | 398.000 | |||
| Amsterdam/Schiphol | 3.000 | - | 39.000 | 276.000 | |||
| Tilburg e.o. | 135.000 | 10.000 | 13.000 | 382.000 | |||
| Tiel/Geldermalsen | - | 43.000 | - | 55.000 | |||
| Oss/Den | |||||||
| Bosch/Eindhoven | 260.000 | 10.000 | - | 210.000 | |||
| West-Brabant | 52.000 | - | 18.000 | 374.000 | |||
| Arnhem/Nijmegen | 5.000 | - | - | 13.000 | |||
| Almere/Zeewolde | - | - | - | 117.000 | |||
| Zuid-Limburg | - | - | - | 41.000 | |||
| Other | 207.000 | 28.000 | 32.000 | 125.000 | |||
| Total | 768.000 | 241.000 | 127.000 | 2.011.000 |
The fully planned stock (excluding own-build) of logistics space rose from 1.3 million m² at the start of 2013 to over 2 million m² at the beginning of 2014.
Numbers include new constructions for onw use
The region of Venlo/Venray has far and away the greatest planned stock. A large number of the plans are located at Trade Park Noord in Venlo. Companies including Prologis and Goodman have plans to expand here. Tilburg and the surrounding area, as well as West Brabant also have an appreciable planned stock. Almost half of all the plans are situated in the province of North Brabant, which confirms this province's strong position on the logistics market. In the Amsterdam/Schiphol region, the new-build plans (276,000 m²) are concentrated mainly in an around Schiphol airport. Interestingly, planned stock in the Rotterdam region is limited. The opening of the Maasvlakte 2 could change this. It should also be noted that Canon has announced that its new European distribution centre of 120,000 m² will be built at Maasvlakte, with handover expected to take place in 2015. Of the white spots, Almere/Zeewolde has far and away the great planned stock (117,000 m²). This also confirms that developers believe that in the future this region will take on an increasingly important position in the logistics market.
Outside the logistics regions, the main plans for new-build are in the regions of Utrecht and Zwolle. In Utrecht, this includes phase two of DC Lage Weide (28,800 m²). Wehkamp will locate its new 35,000 m² distribution centre in Zwolle. According to Wehkamp, it will be 'the biggest automated warehouse in the world". Total investments in new-build are in excess of € 100 million, of which approximately € 30 million is for the property itself.
There was 127,000 m² of unleased new-builds (newly built distribution centres that have never been leased since handover) at the beginning of 2014, which is somewhat higher than the start of 2013 (116,000 m²). Compared with the beginning of 2012, when there was still 246,000 m² of unleased new-builds available, there has been a sharp decline. Which confirms the trend of the significant demand for good-quality modern logistics space. Growth is currently limited because there have been relatively few own-build, own-risk projects developed in recent years. In the second half of 2013, there were a number of parties again taking the risk of embarking on the construction of new logistics centres. The majority of unleased new-build space is located in the regions of Amsterdam/Schiphol (39,000 m²) and Venlo/Venray (approximately 25,000 m²).
In 2013, considerably more was invested in logistics and there was a strong rise, mainly in the second half of the year. In total, some € 437 million was invested in logistics in 2013, a rise of 140% compared with 2012. The investment volume in the second half of 2013 was approximately € 290 million, almost double the investment volume for the first half. The investment volume was driven by three portfolio transactions. LogiCor, Delin Capital and Granite Real Estate Investment all purchased a portfolio in the second half of 2013. Together, these transactions represented 80% of the investments in the second half of 2013 and almost 55% of all investments in 2013. Demand from investors remains focused on modern, long-term leased premises.
However, the supply of investments for these types of premises is very limited. This can also be seen from the transactions. Of the 26 premises that changed owner, 15 were built in 2007 or later. There were 5 built between 2000 and 2006 and 6 before 2000.
The largest single asset transaction was the purchase of a distribution centre in Born by Delin Capital. The 51,000 m² facility is leased for an average of five years to Stanley Black & Decker, Kuehne+Nagel and Helly Hansen. The gross initial yield was approximately 8.2% (plus costs).
In 2013, the British investor Delin Capital was in 2013 was far and away the most active investor in logistics property, buying 4 items for in excess of € 127 million. The Belgian property investment trust, WDP, which also invested significantly in the Dutch market in 2012, again active in 2013, purchasing three existing properties for a total investment volume of € 30.7 million. WDP is also developing for its own portfolio in the Netherlands, including the DC for Wehkamp in Zwolle.
The majority of investments were also made on behalf foreign investors, with some 90% of the total. In 2013, these where mainly British and Belgian investors.
| Top 10 logistics investment transactions 2013 | ||||||
|---|---|---|---|---|---|---|
| Place | Buyer | Metrage | Purchase amount (€ mln) | |||
| Portfolio | LogiCor | 171.300 | 87,3 | |||
| Portfolio | Delin Capital | 101.700 | 77,9 | |||
| Portfolio | Granite REI | 122.300 | 72,3 | |||
| Born | Delin Capital Asset Management | 51.000 | 36,4 | |||
| Zaltbommel | Real Estate Growth Fund | 31.000 | 30,0 | |||
| Venlo | W.P. Carey | 44.000 | 27,4 | |||
| Hoofddorp | Aspen Real Estate Investments | 18.000 | 16,3 | |||
| Zwolle | WDP | 18.000 | 14,0 | |||
| Almere | Montea | 24.700 | 13,7 | |||
| Utrecht | ProLogis European Property Fund II | 23.100 | 13,3 |
Gross initial yields for modern logistics space in 2013 rose somewhat compared with 2012. The average weighted initial yields for these properties were between 7.8% and 8.5% (2012: 7.2% to 8.25%). In the middle segment, initial yields were between 8.5% and 12% (2012: 8.25% to 10%). At the lower end of the market, they were the highest, averaging between 10% and 15% (2012: 10% to 12.5%). However, for very out-of-date and/or vacant premises, this figure may be much higher.
Troostwijk Research conducts ongoing surveys into developments on the various property markets in Holland. Data such as lease transactions, investments, projects, supply, price developments and releases of commercial land is gathered and processed in our research database based on both internal and external sources. Troostwijk's market reports, references and other surveys and analyses are based on data from this research database, where appropriate supplemented by data from third parties, combined with Troostwijk Taxaties and Troostwijk Real Estate's own knowledge of the market.
The quantity of business space in excess of 500 m² that is available for lease or sale. Supply relates only to complexes that have already been completed or that are still under construction. Plans are not included in the figures.
Property that has been constructed for business activities that is neither an office of a shop. Business space includes distribution centres, business centres, factory buildings and warehouses. Business complexes consist mainly of a combination of various components, such as warehousing, production space, logistics space, showroom space and office space. If the office space consists of 50% or more of the total square footage, the whole of the premises are excluded from the research.
Purchase transactions of business space from € 2 million by an investor. Sale-and-leaseback transactions are also included. Purchases for redevelopment are only counted as investment transactions if the existing property is still leased for a minimum of five years.
Gross initial yield The gross rental income as a percentage of the purchase price.
Business space rents
Prices per square metre of floor space. Incentives, VAT and service costs are not included.
Business premises of over 5,000 m² with a minimum of 5 loading docks, intended principally for storage, transhipment, sorting and transport purposes.
Business space no more than two years old.
Premises that have never been leased since handover.
Business space of over 5,000 m² leased or sold on the open market, with the exception of sale-and-leaseback transactions and new-build on behalf of owner-users (own-build). Lease renewals and purchases by the tenant are also left out. Transactions are registered at the time a consensus is reached between the parties involved.
Building plans for business space yet to be constructed.
Stock
Business space already existing or under construction with floor space of 500 m² or more.
| Total 31/12/2013 |
Beglium | France | Netherlands | Total 31/12/2012 |
|
|---|---|---|---|---|---|
| Real estate portfolio - Buildings | |||||
| Number of sites | 35 | 19 | 15 | 1 | 32 |
| Warehouse space (m²) | 535.352 | 306.540 | 203.375 | 25.437 | 466.042 |
| Office space (m²) | 49.342 | 33.640 | 15.291 | 411 | 48.725 |
| Total space (m²) | 584.694 | 340.180 | 218.666 | 25.848 | 514.767 |
| Development potential (m²) | 90.500 | 54.500 | 36.000 | 0 | 90.500 |
| Fair value (EUR) | 311.936.000 | 179.926.000 | 117.710.000 | 14.300.000 | 283.678.000 |
| Investment value (EUR) | 324.814.965 | 184.628.941 | 124.986.715 | 15.199.308 | 295.039.331 |
| Annual contractual rents (EUR) | 26.047.883 | 14.091.062 | 10.806.821 | 1.150.000 | 22.641.245 |
| Gross yield (%) | 8,35% | 7,83% | 9,18% | 8,04% | 7,98% |
| Gross yield on 100% occupancy (%) | 8,73% | 8,50% | 9,18% | 8,04% | 8,25% |
| Un-let property (m²) | 28.981 | 28.981 | 0 | 0 | 18.260 |
| Rental value of un-let property (EUR) | 1.199.428 | 1.199.428 | 0 | 0 | 772.425 |
| Occupancy rate (% of m²) | 94,85% | 90,90% | 100,00% | 100,00% | 96,27% |
| Occupancy rate (% of rental value) | 95,28% | 91,51% | 100,00% | 100,00% | 96,71% |
| Real estate portfolio - Solar panels | |||||
| Fair value (EUR) | 7.590.069 | 7.590.069 | 0 | 7.777.132 |
The fair value of the investment in solar panels is included under heading "D" of fixed assets in the balance sheet.
| Belgium | France | the Netherlands | |
|---|---|---|---|
| Fair value | EUR 179,9 million | EUR 117,7 million | EUR 14,3 million |
| Investment value | EUR 175,4 million | EUR 113,2 million | EUR 13,9 million |
| Insured value | EUR 207,3 million | **EUR 72,2 million | EUR 21,6 million |
| Rental value | EUR 14,1 million | EUR 10,8 million | EUR 1,2 million |
(*) this rental income relates to the contractual rent (also see table below).
(**) 51% of the sites in France, with a total fair value of EUR 59.6 million, are insured by Montea (EUR 72.2 million). The remainder of the portfolio in France is insured by the tenants themselves. (see point 1.2.4).
The total surface of the property portfolio is 584,694m², spread across nineteen sites in Belgiumn one site in the Netherlands and 15 sites in France.
The total initial acquisition value of the portfolio in Belgium is EUR 175.4 million in Belgium, EUR 113.2 million in France and EUR 13.9 million in the Netherlands46.
The hypotheses regarding the valuation of the real estate expert, can be found in section 4.2.5 of this report.
46 The acquisition value of the part-portfolio in Belgium is defined on the one hand as the input value of the total portfolio at the time of the stock exchange listing in October 2006 and, on the other, as the total acquisition value, including all costs associated with the purchase of the site. The acquisition value of the part-portfolio in France is defined as the total acquisition value, including all costs associated with the purchase of the site.
There was a rise of EUR 28.3 million in the fair value of the property portfolio buildings to EUR 311.9 million. This rise is attributable mainly to:
Four of the thirty-five sites each represent more than 5% of the consolidated property portfolio and together represent 31.0% of the total fair value of the property portfolio:
| • | Saint-Cyr-en-Val, Orléans | EUR 35.5 million | FM Logistics | |
|---|---|---|---|---|
| this site represents 11.4% of the total fair value of the portfolio income for 2013) |
(the net rental income on this site for 2013 represented EUR 3.2 million, i.e. 13.5% of the total net rental |
Fair values Client(s)
The total development potential is approximately 90,500 m², approximately 60% of which is in Belgium. This potential in no way relates to the land bank for new sites to be developed, but to possible extensions at existing sites (four sites in Belgium and two sites in France). Montea is constantly in contact with existing customers at these sites regarding possible further development.
The gross property return47 on the total of the portfolio was 8.50% in Belgium, 8.04% in the Netherlands and 9.18% in France, based on a totally leased portfolio and taking account of the estimated rent on vacant property (the gross property returns for Belgium, the Netherlands and France were 7.83%, 8.04% and 9.18% respectively, not taking account of the estimated rent on vacant property).
The occupancy rate achieved by Montea on the total portfolio, expressed in % of the estimate rental value, was 95.3% and, based on the number of m² occupied, 94.9%48.
The annual contractual rental income49 (excluding rental guarantees) was EUR 26.1 million, an increase of 15% compared with the situation at 31/12/2012. This rise was derived mainly from additional purchases.
Contractual rental income in Belgium was EUR 14.1 million, 1% higher than the estimated rental value50 of the leased space. Contractual rental income in the Netherlands was EUR 1.2 million, 0.5% lower than the estimated rental value of the leased space. Contractual rental income in France was EUR 10.8 million, 6.7% higher than the estimated rental value of the leased space.
Montea strives to compose its property portfolio with a healthy mix of clients from both the industrial sector (e.g. Coca-cola, Jan De Nul, Barry Callebaut, Unilever) and the logistics sector (e.g. FM Logistics and DHL and Norbert Dentressangle). The industrial sector is characterised by longer lease contract periods, but also often require larger investments. The logistics sector is usually characterised by typical 3, 6, 9-year leases (shorter terms). This is because the logistics sector is highly dependent on the economic situation and the specific logistical requirements of its customers.
The average lease term, up to and including the first break option, is 5.7 years. Montea strives to make this term as long as possible, but the sicafi is operating in a market where contracts are normally for 3, 6, 9 years.
The next table shows the expiry date of this rent, based on the annual contracted rental income, with a distinction between the expired rents in 2014, 2015 to 2017 inclusive, and from 2018. This table shows that 12% of this annual rental income expired in 2014. EUR 965,000 (31%) relates to the annual rental income from the Grimbergen site, for which a solution has already been found.51
47 The gross property return is defined as follows: contracted rental income divided by the fair value of the property portfolio.
48 When calculating this occupancy rate, no account is taken of the non-lettable m² intended for redevelopment or in the land bank, either in the denominator or in the numerator. 49 This is the annual contract rental income, as agreed in the lease contract with the tenant.
50 This is the estimated rental value per m², as established by the property assessor, taking account of the location, the features of the building, the business activity, etc., multiplied by the number of m².
51 For more information, please see the press release dated 19/02/2014 or visit www.montea.com
| CONTRACTUAL RENTAL INCOME (EUR x 1.000) | 31/12/2013 12 months |
0 - 1 year | 1 - 3 years | > 3 years | |
|---|---|---|---|---|---|
| Belgium | 14.091 | 1.935 | 2.650 | 9.507 | |
| Aalst | Tragel 48-58 | 1.916 | 0 | 134 | 1.781 |
| Bornem | Industrieweg 4-24 | 418 | 418 | 0 | 0 |
| Grimbergen | Eppegemsestwg 31-33 | 965 | 965 | 0 | 0 |
| Hoboken | Smallandlaan 7 | 235 | 0 | 235 | 0 |
| Meer | Europastraat 28 | 355 | 0 | 355 | 0 |
| Puurs | Schoonmansveld 18 | 769 | 0 | 769 | 0 |
| Erembodegem | Industrielaan 27 | 954 | 0 | 321 | 633 |
| Mechelen | Zandvoortstraat 16 | 762 | 416 | 0 | 346 |
| Vorst | Humaniteitslaan 292 | 1.356 | 135 | 0 | 1.220 |
| Milmort | Avenue du Parc Industriel | 1.120 | 0 | 548 | 571 |
| Heppignies | Rue Brigade Piron | 757 | 0 | 0 | 757 |
| Zaventem | Brucargo 830 | 1.969 | 0 | 0 | 1.969 |
| Zaventem | Brucargo 831 | 600 | 0 | 0 | 600 |
| Gent | Evenstuk | 992 | 0 | 0 | 992 |
| Zaventem | Brucargo 763 | 287 | 0 | 287 | 0 |
| Gent | Korte Mate | 637 | 0 | 0 | 637 |
| France | 10.807 | 1.204 | 2.766 | 6.837 | |
| Savigny-le-Temple | Rue du Chrome 2 | 717 | 376 | 0 | 341 |
| Feuqueires | Zoning Industriel du moulin | 359 | 0 | 359 | 0 |
| Bondoufle | Rue Henrie Dunant 9-11 | 233 | 0 | 233 | 0 |
| Saint-Priest | Chemin de la Fouilousse | 600 | 0 | 0 | 600 |
| Cambrai | P.d. Activité Actipole | 553 | 0 | 0 | 553 |
| Roissy | Rue de la Belle Etoile 280+ 383 | 1.025 | 187 | 481 | 358 |
| Décines | Rue a Rimbaud 1 | 370 | 0 | 370 | 0 |
| Alfortville | Le Techniparc | 235 | 0 | 0 | 235 |
| Le Mesnil Amelot | Rue du Gué 1-3 | 1.180 | 435 | 704 | 42 |
| Orléans | Rue des Genêts 660 | 3.286 | 0 | 0 | 3.286 |
| Marennes | La Donnière | 826 | 206 | 620 | 0 |
| Saint-Laurent-Blangy | Actipark | 633 | 0 | 0 | 633 |
| Saint-Martin-de-Crau | Ecopole | 790 | 0 | 0 | 790 |
| The Netherlands | 1.150 | 0 | 0 | 1.150 | |
| Almere | Stichtse Kant | 1.150 | 0 | 0 | 1.150 |
| TOTAL | 26.048 | 3.138 | 5.416 | 16.343 |
Montea also invested in solar panels in 2011. As of 31/12/2013, the total fair value of the solar panels was EUR 7.5 million. These solar panels are installed at 4 sites in Flanders (Grimbergen, Puurs, Bornem and Herentals) representing a total investment value of EUR 7.5 million. Montea also funded the investment in solar panels at 1 site in Wallonia (Coca-Cola – Heppignies), representing a total investment value of EUR 0.3 million.
These solar panels provide an estimated additional annual net income of approximately EUR 0.8 million, generated mainly by the yield from green energy certificates over a fixed term of 20 years.
The following table provides a summary of the total property portfolio explaining that:
| Construction year / Year most important renovations |
Offices m² | Warehouses m² | Total m² | Contracted Rent Income |
Estimated Rental Value (*) |
Occupancy rate (as % of total m²) |
|
|---|---|---|---|---|---|---|---|
| Belgium | |||||||
| AALST (ABCDEFG), TRAGEL 48-58 AALST (HIJ), TRAGEL 48-58 |
(1975 - 2002) 2009 2000 - 2002 |
2.098 540 |
17.833 17.740 |
19.931 18.280 |
650.914 1.000.340 |
613.695 807.457 |
100,0% 100,0% |
| AALST (KLM), TRAGEL 48-58 | 1985 - 2009 | 1.397 | 4.591 | 5.988 | 264.370 | 242.015 | 100,0% |
| BORNEM, INDUSTRIEWEG 4-24 | 1977 | 1.437 | 13.163 | 14.600 | 418.241 | 533.961 | 100,0% |
| GRIMBERGEN, EPPEGEMSESTWG 31-33 | 1980 - 1995 - 1996 / 2003 | 2.478 | 23.758 | 26.236 | 964.797 | 1.078.246 | 100,0% |
| HOBOKEN SMALLANDLAAN 7 | 2001 | 393 | 836 | 1.229 | 234.854 | 63.733 | 100,0% |
| MEER EUROPASTRAAT 28 | 1990 - 2006 | 775 | 9.455 | 10.230 | 355.057 | 319.538 | 100,0% |
| PUURS RIJKSWEG 89 & 85 | 1975 - 1982 - 1984 - 1991 | 1.380 | 16.650 | 18.030 | 0 | 971.220 | |
| HERENTALS, TOEKOMSTLAAN 33 | 2004 | 1.642 | 12.954 | 14.596 | 0 | 583.790 | 0,0% |
| NIJVEL, RUE DE L'INDUSTRIE | 2000 | 1.385 | 12.649 | 14.034 | 0 | 583.170 | |
| PUURS, SCHOONMANSVELD 18 | 1998 | 1.334 | 11.907 | 13.241 | 768.948 | 607.210 | 100,0% |
| EREMBODEGEM, INDUSTRIELAAN 27 | 1973 / 2007 | 4.074 | 13.181 | 17.255 | 953.757 | 876.291 | 98,0% |
| MECHELEN, ZANDVOORTSTRAAT 16 | 1984 - 1990 - 1998 | 768 | 22.190 | 22.958 | 761.866 | 855.750 | 100,0% |
| VORST, HUMANITEITSln 292, SITE LIPTON | 1984 | 778 | 4.819 | 5.597 | 341.128 | 269.260 | 100,0% |
| VORST, HUMANITEITSln 292, SITE CM | 1966 / 2007 | 0 | 7.150 | 7.150 | 353.125 | 268.125 | 100,0% |
| VORST, HUMANITEITSln 292, SITE RESTAURANT (STATION) | 1971 / 1995 | 2.110 | 920 | 3.030 | 135.454 | 209.900 | 100,0% |
| VORST, HUMANITEITSln 292, SITE SALVESEN (COOLED WHAREHOUSE) | 1966 - 1979 | 0 | 3.850 | 3.850 | 525.836 | 296.500 | |
| MILMORT, AVENUE DU PARC INDUSTRIEL | 2000 | 1.225 | 27.112 | 28.337 | 1.119.874 | 1.000.323 | 100,0% |
| HEPPIGNIES, RUE BRIGADE PIRON | 2011 | 730 | 13.381 | 14.111 | 757.128 | 568.723 | 100,0% |
| ZAVENTEM, BRUCARGO 830 | 2012 | 4.328 | 23.951 | 28.279 | 1.969.186 | 1.969.010 | 100,0% |
| ZAVENTEM, BRUCARGO 831 | 2013 | 1.896 | 7.891 | 9.787 | 600.000 | 684.275 | 100,0% |
| GENT, EVENTSTUK | 2013 | 750 | 23.400 | 24.150 | 992.337 | 1.021.300 | 100,0% |
| ZAVENTEM, BRUCARGO 763 | 1995 -1999 / 2007 / 2009 | 1.198 | 5.120 | 6.318 | 287.000 | 359.378 | |
| GENT, KORTE MATE | 2011 | 924 | 12.039 | 12.963 | 636.850 | 616.567 | 100,0% |
| Total Belgium | 33.640 | 306.540 | 340.180 | 14.091.062 | 15.399.435 | 90,9% | |
| France SAVIGNY LE TEMPLE, RUE DU CHROME |
1992 / 2007 | 646 | 15.650 | 16.296 | 716.777 | 634.188 | 100,0% |
| FEUQUIERES, ZI DU MOULIN 80 | 1995 - 1998 - 2000 | 763 | 8.230 | 8.993 | 358.559 | 314.755 | 100,0% |
| CAMBRAI, P. d' A. ACTIPOLE | 2008 | 682 | 10.588 | 11.270 | 553.281 | 484.900 | 100,0% |
| ROISSY, RUE DE LA BELLE ETOILE 280 | 1990 - 2001 | 737 | 3.548 | 4.285 | 357.550 | 353.118 | 100,0% |
| BONDOUFLE, RUE HENRI DUNANT 9-11 | 1990 | 1.307 | 2.478 | 3.785 | 232.674 | 221.925 | 100,0% |
| DECINES-CHARPIEU, RUE ARTHUR RIMBAUD 1 | 1996 | 1.108 | 2.713 | 3.821 | 370.432 | 339.490 | 100,0% |
| LE MESNIL AMELOT, RUE DU GUE 4& RUE DE LA GRANDE BORNE 11 | 1992 | 648 | 2.846 | 3.494 | 209.697 | 229.080 | 100,0% |
| LE MESNIL AMELOT, RUE DE LA GRANDE BORNE 11 | 1992 | 700 | 4.465 | 5.165 | 493.862 | 448.200 | |
| ALFORTVILLE, LE TECHNIPARC | 2001 | 382 | 1.665 | 2.047 | 234.645 | 216.160 | 100,0% |
| ROISSY, RUE DE LA BELLE ETOILE 383 | 2001 | 1.965 | 4.492 | 6.457 | 667.648 | 627.210 | 100,0% |
| LE MESNIL AMELOT, RUE DU GUE 1-3 | 1998 | 1.211 | 4.043 | 5.254 | 476.650 | 393.755 | 100,0% |
| SAINT PRIEST, RUE NICEPHORE NIEPCE | 2008 | 906 | 15.120 | 16.026 | 600.000 | 629.820 | 100,0% |
| SAINT-CYR-EN-VAL, RUE DES GENETS 660 | 1996 - 2006 | 1.655 | 73.797 | 75.452 | 3.285.692 | 3.004.800 | 100,0% |
| MARENNES, LA DONNIERE | 1998 - 2000 / 2001 | 524 | 19.965 | 20.489 | 826.460 | 865.599 | 100,0% |
| SAINT-LAURENT-BLANGY, ACTIPARK | 2006 | 757 | 15.328 | 16.085 | 633.245 | 560.855 | 100,0% |
| SAINT-MARTIN-DE-CRAU | 2002 | 1.300 | 18.447 | 19.747 | 789.649 | 807.710 | 100,0% |
| Total France | 15.291 | 203.375 | 218.666 | 10.806.821 | 10.131.565 | 100,0% | |
| Netherlands | |||||||
| ALMERE, STICHTSE KANT Total Netherlands |
2008 | 411 411 |
25.437 25.437 |
25.848 25.848 |
1.150.000 1.150.000 |
1.155.472 1.155.472 |
100,0% 100,0% |
| Total | 49.342 | 535.352 | 584.694 | 26.047.883 | 26.686.472 | 94,9% |
(*) the estimated rental value/m², stipulated by the property expert, is based on the location of the site, the characteristics of the site, the technical aspects of the building, the activity, … and this multiplied with the number of m².
The table below gives details, ranked by the initial year of construction or the year of the most significant renovation. The table shows that 53% of the portfolio is no older than 10 years of age. In case a site will be fully renovated, the site will be booked in the year of renovation.
| Construction year with most important renovations |
Offices m² | Warehouse m² | Total m² | % of total |
|---|---|---|---|---|
| 1977 | 1.437 | 13.163 | 14.600 | 2,59% |
| 1984 | 778 | 4.819 | 5.597 | 0,99% |
| 1990 | 1.307 | 2.478 | 3.785 | 0,67% |
| 1992 | 1.348 | 7.311 | 8.659 | 1,54% |
| 1995 | 2.110 | 920 | 3.030 | 0,54% |
| 1996 | 1.108 | 2.713 | 3.821 | 0,68% |
| 1998 | 3.313 | 38.140 | 41.453 | 7,37% |
| 1999 | 1.198 | 5.120 | 6.318 | 1,12% |
| 2000 | 3.373 | 47.991 | 51.364 | 9,13% |
| 2001 | 4.001 | 30.506 | 34.507 | 6,13% |
| 2002 | 1.840 | 36.187 | 38.027 | 6,76% |
| 2003 | 2.478 | 23.758 | 26.236 | 4,66% |
| 2004 | 1.642 | 12.954 | 14.596 | 2,59% |
| 2006 | 3.187 | 98.580 | 101.767 | 18,08% |
| 2007 | 4.720 | 35.981 | 40.701 | 7,23% |
| 2008 | 1.999 | 51.145 | 53.144 | 9,44% |
| 2009 | 3.495 | 22.424 | 25.919 | 4,61% |
| 2011 | 1.654 | 25.420 | 27.074 | 4,81% |
| 2012 | 4.328 | 23.951 | 28.279 | 5,02% |
| 2013 | 2.646 | 31.291 | 33.937 | 6,03% |
| Total | 47.962 | 514.852 | 562.814 | 100,00% |
Montea also analyses her real estate portfolio upon the activities of het clients, the type of user and the type of building.
The table below shows the various percentages based on rental income, indicating that tenants from the logistics sector represent 47% of the portfolio. The semi-industrial buildings represent approximatively 12%.
| % | |
|---|---|
| Sector | |
| Logistics | 46,61% |
| Healthcare | 3,13% |
| Consumer goods | 25,82% |
| Services | 5,14% |
| Technology | 0,23% |
| Food | 4,53% |
| Industrial | 14,55% |
| 100,00% | |
| Type gebouw | |
| Semi-industrial | 11,62% |
| Logistics | 88,38% |
| 100,00% | |
| Type Gebruiker | |
| End user | 45,02% |
| Logistics | 54,98% |
| 100,00% |
The initial yield (the rental income considered in relation to the investment value) of the whole portfolio is 8.02%.
Assets Assets currently are ± 535,352 m² of warehouse space and ± 49,342 m² of office space, or a total area of 584,694 m². These assets are situated at 35 sites, 19 of which are in Belgium, 15 of which are in France and 1 in the Netherlands. Three properties (Grimbergen53, Ghent Evenstuk and Ghent Hulsdonk) are held on a concession basis. A superficy fee was paid for three other properties (Brucargo 753, 830 and 731). The increase in the market value of the portfolio is due mainly to the acquisitions in Belgium and one property in the Netherlands (Almere).
Apart from the 15 sites in France and the 1 site in the Netherlands, the current properties are situated mainly in Flanders. One building (Vorst) is in the Brussels-Capital Region and three are located in Wallonia, specifically in Milmort, Nivelles and Heppignies. Of the 15 sites in France, seven are located in the Paris region (Savigny-le-Temple and Roissy, Bondoufle, Le Mesnil Amelot, Alfortville) and the eight others in the provinces (Lyon, Saint-Priest, Cambrai, Arras, Feuquières-en-Vimeu, Orléans, Saint-Cyren-Val and Marseille).
Rental income The effective rental income is calculated after deducting the property tax when it is to be paid by the owner and only in rare cases as an average rental income up until the next due date if there are rent discounts or if the rent is not charged on a constant basis contractually.
This annual rental income was EUR 26,047,883 per year as of 31/12/2013. Current lease contracts were 3.1% higher than the corresponding estimated market rental value.
The rental amounts stated are net rental income, separate from additional payments for communal charges and any insurance premiums.
The occupancy rate for the entire portfolio, calculated based on floor space, is ± 94.9%.
Source: De Crombrugghe & Partners, Herman-Debrouxlaan 54, 1160 Brussel, represented by Pascal Van Humbeek in the capacity of appointed expert.
52 The property assessor's entire report of 31/12/2013 is not included in this annual report, but only the conclusions. This is because the
entire report contains confidential information that could be of importance for the competition. 53 The site in Grimbergen is held in joint ownership (50/50) with the other public real estate investment trust, WDP Comm.VA. WDP Comm.VA is co-owner of this site.
Montea acquired on June 19, 2013 the shares of Acer Park SA. Acer Park was the owner of the building that was developed by MG Real Estate (De Paepe group). Montea acquired the shares of Acer Park (daughter affiliate of MG Real Estate (De Paepe group) after delivery of the building. The building consists of 6,000 m² of warehouse space,
1,700 m² mezzanine and 1,900 m² of office space and was developed for St. Jude Medical at Brucargo. This was an investment of EUR 5,624,00055, based on an initial yield of 7.7%. Montea and St Jude Medical signed a lease agreement at market conditions for a term of 8.5 years. As already announced56, The Brussels Airport Company and Montea have signed a collaborative agreement to develop the final plot of land available at Brucargo West, with a total area of 31,000 m². Montea signed therefore a (renewable) private building agreement for 50 years with the airport. This investment is in line with the fair value determined by the real estate expert. Montea "Space for Growth" – St Jude Medical site
Montea and DHL Global Forwarding (Belgium) NV have signed a private sales agreement for the purchase of building 765 at Brucargo. The building is located on a 12,700 m² plot and contains 4,900 m² of warehousing and 1,400 m² of office space. Montea has also signed a private building agreement with The Brussels Airport Company for a term of 50 years. This agreement can be renewed on a once-only basis for a further period of 50 years. The building fee is 27.50% of the gross rent invoiced.
Montea is investing in this property, taking the building agreement mentioned into account, based on an initial yield of 8.67%, which is an investment value of EUR 2.40 million. As stated in point 1.2.2, Montea has signed a lease agreement for the building with Geodis for a term of 9 years. This investment is in line with the fair value determined by the real estate expert. As mentioned in section 4.3.4, Montea has closed a lease agreement for this building with Geodis for a period of 9 years, based on an initial yield of 8.7%.
54 For more information, please see the press release dated 07/05/2013 or visit www.montea.com. 55 For more information, please see the press release dated 20/12/2012 or www.montea.com. 56 For more information, please see the press release dated 13/09/2012 or visit www.montea.com. 57 For more information, please see the press release dated 07/05/2013 or www.montea.com. The surfaces metioned in the press release of 07/05/2013 were incorrect. The surfaces mentioned in this annual report are correct.
Montea acquired on June 28, 2013 the shares of Cordeel Evenstuk NV. Cordeel has developed a new logistics platform for DSV Solutions. The site, which consists of 23,400 m² of warehousing and 750 m² of office space. The
building is leased for a period of 9 years, beginning on 1st July 2013. The entire site meets the strict TAPA 'A' security standards. The distribution centre is situated on a plot of land extending to +/- 74,400 m², with the option to extend a further +/- 17,000 m².
Montea is investing in this property based on an initial yield of 7.80%, representing an investment value of EUR 10.9 million. The Cordeel group has been granted a 30-year concession for this development by the Port Authority, renewable for 20 years. This
investment is in line with the fair value determined by the real estate expert. Montea "Space for Growth" – Site Haven Gent Evenstuk
Montea acquired a recently constructed distribution centre (2008) from Axa Real Estate, on behalf of one of its funds, situated in the "Stichtse Kant" logistics zone in Almere. The site extends to a total area of approximately 36,000 m², with 24,000 m² of warehousing and 700 m² of office space. This transaction represents and investment value of EUR 13.7 million, based on an initial yield of 8.0%. The building is leased for a fixed term of 22 years to A-ware Food group, with an option to purchase – in line with the investment value – in 2024. This investment is in line with the fair value determined by the real estate expert.
Montea "Space for Growth" – Site Almere
Montea has signed a contribution agreement with MG Real Estate (De Paepe Group) for the contribution of the shares of NV Ghent Logistics, which owns a logistics platform located in the Port of Ghent. The site extends in total to approximately 18,000 m², comprising 11,950 m² of warehousing and 1,000 m² of office space. The building is equipped with an ESFR sprinkler system and has a free height of 10 metres. The building is leased to SAS Automotive Belgium for a period of 13 years, with the first break option at 7 years. The transaction represents an investment value of EUR 6.50 million, based on an initial yield of 8.5%. This investment is in line with the fair value determined by the real estate expert.Montea "Space for Growth" – Site Haven Gent Hulsdonk
58 For more information, please see the press release dated 11/06/2013 or visit www.montea.com. 59 For more information, please see the press release dated 09/10/2013 or visit www.montea.com.
60 For more information, please see the press release dated 18/12/2013 or visit www.montea.com.
Montea and MG Real Estate (De Paepe Group) have signed a partnership agreement for the development of the 40 hectare MG Park De Hulst in Willebroek. This logistics park includes a buildable area of 30 hectares, with 10 hectares of green zone buffering. MG Park De Hulst aims to use its total development potential of 150,000 m² of logistics space to become the benchmark for sustainable logistics real estate.
The partnership consists of Montea investing EUR 4.50 million in the development cost of the park infrastructure. In exchange for this investment, Montea will have a preferential right over any development at the site, based on a predetermined yield and depending on the parameters of each separate subproject. MG Real Estate (De Paepe Group) and Montea will also combine their commercial resources to attract users for the development. The overall development has an estimated total value of EUR 120 million at completion. The partners estimate the full realisation of the project will take for 3 to 5 years.
The following divestments were made in 2013:
Laeken: the site consists of 340 m² of office space and 5,085 m² of warehousing and was sold to an end-user. This transaction was conducted through Property Partners for EUR 2.90 million and is higher than the fair value determined by the real estate expert.
Vilvoorde: this is a mixed site consisting of 3,000 m² of office space and 1,000 m² of warehousing. This transaction was conducted through Verac
for EUR 2.45 million and is higher than the fair value determined by the real estate expert.
The deeds were signed in the first half of 2013.
61 For more information, please see the press release dated 18/12/2013 or visit www.montea.com.
2013 saw a high level of lease activity in which more than 36,000 m² of new lease agreements were signed.
Montea and LPF (Le Piston Français) have signed a long-term lease agreement for a fixed term of 12 years and 8 months for the final available warehouse space of 8,850 m² at the site in Savigny-le-Temple. This lease agreement was signed on market terms.The site in Savigny-le-Temple has "1510" classification and is also ideally located to the south of Paris in the vicinity of the A5 Paris/Lyon
motorway. CBRE was the adviser in the negotiations.
As part of the acquisition of the new distribution centre for DHL Global Forwarding at Brucargo in December 2012, Montea also signed an agreement with DHL to purchase building 765 at Brucargo. This building houses 4,900 m² of warehousing and 1,400 m² of office space.
Montea has signed a lease agreement for the building with Geodis for a term of 9 years. This lease agreement was signed on market terms The negotiations with Geodis, which has had offices at Brucargo for many years, were conducted through CBRE Antwerp.
Montea and TNT Innight NV have signed a lease agreement for a fixed term of 6 years at the site in Mechelen for a logistics facility exceeding 10,000 m². This lease agreement was signed on market terms. TNT Innight NV was previously located in the Mechelen region and was looking for a larger logistics building to cater for a sharp increase in volume in recent years.
TNT Innight is part of the TNT NV group. It operates in over 200 countries and offers businesses and consumers worldwide a wide range of postal and express services. DTZ was the consultant for the negotiations.
62 For more information, please see the press release dated 07/05/2013 or visit www.montea.com. The surfaces metioned in the press
release of 07/05/2013 were incorrect. The surfaces mentioned in this annual report are correct. 63 For more information, please see the press release dated 07/05/2013 or visit www.montea.com. The surfaces metioned in the press release of 07/05/2013 were incorrect. The surfaces mentioned in this annual report are correct.
Montea and Globis have signed a new lease agreement, effective from 1st January 2014 and for a term of 9 years, to rent the remaining office space of 740 m² at the Montea site in Erembodegem. This lease agreement was signed on market terms.Software developer Globis is already established in the Aalst area and provides parametrisation solutions for business processes (barcode scanning, EDI integration, E-business, etc.).
Montea and DHL Supply Chain Belgium NV have signed a new lease agreement for a term of 3 years for the site in Mechelen. This lease agreement was signed on market terms and comprises 10,208 m² of warehousing and 207 m² of office space and replaces the lease agreement with Pomax, which will vacate the premises early.
The occupancy rate at 31/12/2013 was 94.9%.
Total vacancies were 28,981 m², with the site in Nivelles (14,034 m²) and the site in Herentals (14,600 m²).
At the end of 2013, the average lease term until the first break option date was 5.7 years. With the announcement of EUR 42.2 million of investments (see the press release dated 7/02/2014), in which these new investments have an average term of 14 years, Montea will achieve its target of having an average lease term to the first expiry date of 6 years in 2014.
To support the continued growth of Montea, the statutory manager offered shareholders the opportunity to take an optional dividend. In total, 50% of the 2012 dividend coupons were surrendered in return for new shares. As a result, 139,622 new shares were issued on 19th June 2013 representing a total issue value of EUR 4,042,056.90 (EUR 2,803,720.03 in capital and EUR 1,238,336.87 in issue premiums). As a consequence of this capital raising, Montea's company share capital is now represented by 6,587,896 shares.
64 For more information, please see the press release dated 18/12/2013 or visit www.montea.com.
65 When calculating this occupancy rate, no account is taken of the non-lettable m² intended for redevelopment or in the land bank, either in the denominator or in the numerator.
66 For more information, please see the press release dated 19/06/2013 or visit www.montea.com.
As part of the further diversification of its financing, Montea proceeded with the issue of a bond loan through private placements with a face value of EUR 30 million. The bond has a nominal value of EUR 100.000, a term of seven years with a maturity dare of 28/6/2020 and offers a fixed annual gross yield of 4.107%. The bond is admitted for trading on Euronext Brussels as of July 4, 2013.
In its press release dated 18th December 2013, Montea announced a capital raising for the acquisition through the contribution in kind of the shares in Ghent Logistics NV, which owns a recently built (2011) logistics platform situated at the Port of Ghent (see section 4.3.1.).
The capital raising was successfully underwritten for an amount of EUR 6,477,239.24 with this issue of 221,066 new shares at an issue price of EUR 29.30 per new share. This corresponds with the 30-day average prior to the date of the contribution agreement, adjusted by the estimated gross dividend of EUR 2.00 per share for the financial year ending on 31st December 2013. This capital raising was conducted in the context of the permitted capital.
The capital was increased – including the incorporation of the issue premium – by EUR 6,477,239.24. This took it to EUR 138,767,393.88, represented by 6,808,962 shares. The new Montea shares are of the same nature and have the same rights as the existing shares in Montea and will share in the results of the financial year commencing on 1st January 2014.
The listing of the new issued shares will be applied as soon as possible after the release of the existing shares of coupon No. 11. Montea will make its best efforts for admission in trading by the end of May 2014.
The net operating result at 31/12/2013 was EUR 13.50 million (EUR 2.05 per share), which was an increase of 20.0% compared with the same period in the previous year (EUR 11.25 million). The distributable profit was EUR 13.71 million.
This growth by EUR 2.25 million is the result of:
67 For more information, please see the press release dated 24/06/2013 or visit www.montea.com.
68 For more information, please see the press release dated 18/12/2013 or visit www.montea.com. 69 Net result excl. result on property portfolio (code XVI, XVII, XVIII and XIV of the result statement) and excl. the variation in the fair value of the interest covering instruments (code XXIII of the result statement).
The result available for payment was EUR 13.72 million (EUR 2.08 per share). Based on this result, Montea's Board of Directors will propose a gross dividend of EUR 1.97 per share72 (EUR 1.4775 net per share), which includes a payout percentage of 94.7% in relation to the result available for payment and 96.1% in relation to the net operating result.
Montea has previously made mention of a court case brought by a third party against Montea in 2008, because that party was of the opinion that it was entitled to the contribution of other buildings by way of a merger or other operation. After the Commercial Tribunal in Brussels had ruled in favour of Montea in its verdict dated 28th April 2009, the Court of Appeal in its ruling of 21st February 2012 found partly in favour of the other party. As a result of this ruling, Montea set aside a provision of EUR 1.2 million in its consolidated annual accounts at 31/12/2011 (for more information, please see page 15 of the 2011 consolidated annual report). During the 2012 financial year, payment was made of EUR 1.198 million. Montea lodged a case in cassation against this ruling. However, in its ruling dated 24th October 2013, the Court of Cassation rejected Montea's case, thereby bringing this court action to a conclusion. This ruling by the Court of Cassation has no impact on Montea's consolidated figures for 2013.
70 The average financial debt burden is determined by the average of all of Montea's financial debts, including the lines of credit, the hedging instruments, the bond loan and the lease debts. The average financial debt burden takes no account of the negative value of the hedging instruments. The average financial cost is the total financial cash cost (excluding the variations in the hedging instruments) with regard to this average financial debt.
71 This relates to the financial cost at the end of the 2013 financial year, taking into account the status of the financial debt burden at the end
of the financial year and the interest rates in effect at that time. 72 Calculated based on 6,587,896 shares. The total number of shares at 31st December 2013 was 6,808,962. On 19th December 2013, Montea conducted a capital raising of EUR 6.5 million through the issue of 221,066 new shares. These new shares are of the same nature and have the same rights as the existing shares in Montea, on the understanding however that they will not be entitled to the dividend for the 2013 financial year (which will allocated by the general meeting of shareholders on 20th May 2014).
As from the 21st May 2013, the mandates of the following directors are terminated and not reappointed:
At the general meeting of 21 May 2013, the resignation as director of Montea Management NV of Stratefin Management BVBA, represented by Mr. Christian Terlinden was accepted.
Two new independent directors were appointed at the general meeting of shareholders, held on 21st May 2013, for a term of 3 years (until the 2016 general meeting of shareholders):
On 3 October 2013, the shareholders in Montea Management NV appointed Insumat NV, represented by Sophie Maes, as independent director for a term of 3 years (until the annual general meeting of shareholders in 2016).
4.4.1 Shortened consolidated summary of results before profit distribution as of 31 December 2013 (in thousands of euro) 73
| ABBREVIATED CONSOLIDATED PROFIT & LOSS ACCOUNT (EUR) Analytical |
31/12/2013 12 months |
31/12/2012 12 months |
|---|---|---|
| CURRENT RESULT NET RENTAL RESULT PROPERTY RESULT % compared to net rental result TOTAL PROPERTY CHARGES PROPERTY OPERATING RESULT General corporate expenses Other operating income and expenses OPERATING RESULT BEFORE THE PORTFOLIO RESULT |
23.659 24.010 101,5% -708 23.302 -3.573 163 19.892 |
19.927 20.508 102,9% -1.046 19.462 -2.938 231 16.756 |
| % compared to net rental result FINANCIAL RESULT PRE-TAX RESULT (*) Taxes NET CURRENT RESULT per share |
84,1% -6.206 13.687 -193 13.494 2,05 |
84,1% -5.469 11.287 -39 11.248 2,00 |
| NON-CURRENT RESULT Result on disposals of investment properties Result on disposals of other non-financial assets Changes in fair value of investment properties Other portfolio result PORTFOLIO RESULT Changes in fair value of financial assets and liabilities RESULT IN FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES |
1.107 0 -4.130 0 -3.022 5.497 5.497 |
362 0 -6.692 0 -6.330 -8.023 -8.023 |
| NET RESULT per share |
15.969 2,42 |
-3.106 -0,55 |
73 This abbreviated consolidated profit-and-loss takes account of 6,587,896 shares entitled to share in the results of the year 2013. The total number shares at the end of the financial year 2013 is 6,808,962. The difference has to do entirely with the issuance of 221,066 shares at December 18, 2013 as a result of the contribution in kind. These shares are not entitled to share in the profit and dividend for the year 2013.
The net lease result was EUR 23.66 million, an increase of 18.7% compared with the same period in 2012 (EUR 19.93 million). This increase of EUR 3.73 million is attributable to:
The operating result before the result on the property portfolio rose from EUR 16.76 million in the previous year to EUR 19.89 on 31/12/2013. This increase (EUR 3.13 million) in the operating result before the result on the property portfolio (18.7%) was the result of:
The operating margin74 was 84.1% for the full year 2013, in line with the same period last year.
74 The operating result before the result on the real estate portfolio compared to the net rental result.
One-off items of revenue were included in the operating margin for the previous financial year and also for this year. Not taking one-off revenue in 2012 (EUR 171K) and 2013 (EUR 231K) into account, the operating margin would have been 83.4% this year and 82.9% in the previous financial year. By doing so, the operating margin in 2013 showed an increase of 0.5%.
In all, the investments made in the structure of Montea in 2012 and 2013 (strengthening of the team in Belgium), the purchases made in 2013 with a higher operating margin and the recently announced purchases (see the press release dated 07/02/2014) will see Montea on the way to achieving its target operating margin of >85% in 2014.
The financial result at 31/12/2013 was EUR -6.21 million, a slight rise of 13.5% compared with the same period in the previous year (EUR -5.47 million). Debt rose by EUR 21.11 million (+15.4%). By contrast, there was a slight fall in average financial charges (1.7%) to 3.92%75 for the 2013 financial year.
The slight 1.7% fall in financial charges was the result of the reduction in the hedging percentage on the bank debt. This fall in the hedging percentage was the result of the restructuring carried out by Montea during the first half of the year, enabling the company to benefit from the lower variable interest rates on the remaining portion (which is not subject to interest rate hedging). Notwithstanding the above, Montea issued a bond loan at the end of the second half with a coupon of 4.107%.
At 31/12/2013, Montea had a total bank debt (bilateral lines of credit) of EUR 138 million with 5 Belgian banking institutions. Montea has opted for a responsible policy, so that this bank debt is covered 82.2% by IRS-type (Interest Rate Swap) hedging contracts.
The result on the property portfolio was EUR -3.02 million at 31/12/2013. This negative result can be attributed to:
75 This financial charge is an average taken over the whole year, including the lease debts in France, the Netherlands and Belgium. It has been calculated based on the total financial cost in relation to the average of the start and end balances of the financial debt for 2013, not taking account of the valuation of the hedging instruments.
With regard to the valuation of the solar panels, gains are recorded in a separate component of equity capitals. Losses are also included in this component, except if they are realised or if the fair value falls below the original cost.
The positive result on hedging instruments was EUR 5.50 million as a result of the minder increase in longterm interest rates during the year
The result on hedging instruments was EUR 5.50 million at 31/12/2013. This positive result stemmed from the limited revival in long-term interest rates in 2013.
By way of information: the rate for a 5-year IRS instrument was 0.75% at 31/12/2012. This had risen to 1.25% at the end of 2013.
The net result at 31/12/2013 was EUR 15.97 million (EUR 2.42 per share), compared with EUR -3.11 million for the same period in 2012. The variation in this net result (EUR +19.08 million) was dictated to a large extent by the positive variation in the value of the hedging instruments (EUR 13.52 million) and to a lesser extent by the positive variation in the fair value of the property portfolio (EUR +3.31 million). These latter variations are not cash overheads and in no way have any impact on the net operating result.
The net operating result at 31/12/2013 was EUR 13.50 million, which was an increase of 20.0% compared with the same period in the previous year. The distributable profit was EUR 13.71 million.
Based on the distributable profit, Montea will propose a dividend of EUR 1.97 per share to the general meeting of shareholders, which is an increase of 2.1% in relation to the dividend of the previous year.
| CONSOLIDATED BALANCE SHEET (EUR) |
31/12/2013 Conso |
31/12/2012 Conso |
|---|---|---|
| NON-CURRENT ASSETS | 320.347.115 | 290.229.600 |
| CURRENT ASSETS | 19.450.170 | 17.268.629 |
| TOTAL ASSETS | 339.797.286 | 307.498.229 |
| SHAREHOLDERS' EQUITY | 138.966.518 | 123.763.016 |
| Shareholders' equity attributable to shareholders of the parent company | 138.868.511 | 123.663.108 |
| Minority interests | 98.007 | 99.908 |
| LIABILITIES | 200.830.768 | 183.735.212 |
| Non-current liabilities | 158.798.489 | 141.897.714 |
| Current liabilities | 42.032.279 | 41.837.498 |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 339.797.286 | 307.498.229 |
As of 31/12/2013, the total assets (EUR 339.80 million) consisted mainly of investment property (91.8% of the total) and the solar panels (2.2% of the total). The remainder of the assets (6.0% of the total) consisted of intangible, other tangible and non-current financial assets and current assets, including cash investments, trade and tax receivables and assets held for sale.
The total liabilities consisted of shareholders' equity of EUR 138.97 million and total debt of EUR 200.83 million.
The total debt of EUR 200.83 million consisted of:
In 2013 Montea issued a bond loan of EUR 30 million, partly to refinance existing credit lines that came to maturity.
In 2014 and 2015 respectively, EUR 26.67 million and EUR 50.00 million in lines of credit fall due.
The financing cost is the largest expense item in the Montea result. Montea therefore proactively manages the cost of its financing. First of all, the sicafi wants to guarantee that its various funds are available for the longest possible period of time. Additionally, the sicafi aims to secure financing with a variable rate of return, the largest part of which is covered by hedging instruments such as IRSs (Interest Rate Swaps).
76 Calculated in accordance with the Royal Decree of 7th December 2010. 77 Bij de berekening van de netto activa waarde per aandeel werd rekening gehouden met het totaal aantal aandelen van 6.808.962 op het einde van het jaar (inclusief de uitgegeven aandelen als gevolg van de inbreng in natura – zie punt 1.2.6.3).
This policy is based on the fact that doing so provides protection against disruptive swings in the economic cycles.
During economic boom times, the financing cost may well rise. This is compensated in theory by higher operational incomes (such as higher occupancy and higher inflation). This compensation is rather limited. Therefore there was a transfer to a hedging policy, and one that hedges the greatest portion of the debt.
At 31/12/2013, the main characteristics of Montea's financial structure were:
The company ensures that any funding required in is place in timely fashion. In doing so, the balance between the cost of funding, term and diversification of the sources of finance always come first.
The total financial debt of Montea (excl. bank guarantees) is EUR 173.05 million (EUR 144.52 million long term and EUR 28.53 million short term) and consists of:
• total drawn-down lines of credit of EUR 138 million. As of 31/12/2013, Montea had total confirmed bilateral lines of credit of EUR 160 million with 5 Belgian financial institutions, of which 86.3% is drawn down. At 31/12/2013, the weighted average term of these lines of credit was 2.5 years. In 2013, a total of EUR 20 million was refinanced.
The amount to be financed in 2014 is EUR 26.67 million, with a further EUR 50.76 million in 2015.
• total leasing debts of EUR 5.04 million. This total corresponds with the leasing instalments for the following 3 sites:
| − | Milmort – Liège: | EUR 2.34 million |
|---|---|---|
| − | Orléans – Saint-Cyr-en-Val: | EUR 2.52 million |
| − | Roissy: | EUR 0.18 million |
• a total of EUR 29.56 million on the outstanding bond loan. In the context of further diversification of financing, Montea proceeded in 2013 to issue a bond with a nominal value of EUR 30 million. This bond has a term of seven years with a maturity date on 28/06/2020. The gross coupon is 4.107%.
78 The debt ratio is calculated in accordance with article 53 of the RD on Sicafi and may not exceed 65%. 79 This funding cost is an annual runrate, based on the total lines of credit drawn down at 31/12/2012, the hedging instruments in place at 31/12/2012 and the short-term interest rate (Euribor 3 months) at 31/12/2012.
• a total of EUR 0.45 million in guarantees deposited. Instead of establishing a rent guarantee, a number of French clients have deposited a security that serves as a rent guarantee.
As already stated, Montea has a funding policy whereby a large proportion of its bank debt is hedged. As of 31/12/2013, 82.02% of the lines of credit drawn down was covered by IRS-type hedging instruments. Montea tries at all times to have between 70% and 100% hedged for a period of 3 to 10 years.
As of 31/12/2013, the company had a total of EUR 138.43 million of IRS-type hedging instruments in place of which EUR 113.43 is taken. The difference regards a Forward IRS contrat with start date at 01/07/2014 for an total nominal amount of EUR 25 million.
Note 17 provides an overview of the heding instruments in place.
If the consolidated debt ratio of a public property trust (sicafi) and its subsidiaries is greater than 50% of its consolidated assets, minus the permitted financial hedging instruments, that public property trust is required to draw up a financial plan with an implementation schedule setting out details of the measures that will be taken to prevent the consolidated debt ratio amounting to more than 65% of the consolidated assets.
A special report will be drafted by the auditor about the financial plan confirming that the auditor has verified the way in which the plan has been drawn up, in particular in terms of its economic reasoning, and stating that the figures included in the plan correspond with those in the accounts of the public property trust.
The financial plan and special report from the auditor are submitted to the FSMA by way of information.
The general guidelines of the financial plan are included in detail in the annual and six-monthly financial reports. In these reports it is set out and justified (a) how the financial plan has been implemented during the period under review, and (b) how the public property trust will implement the plan in the future.
Based on the figures at 31/12/2012, the consolidated debt ratio of the Property Trust was 52.82%. For more information about the abbreviated form of the consolidated balance sheet at 31/12/2013, please see point 4.4.2 in this annual report.
Historically, Montea's debt ratio rose to its highest level since the end of 2008, and above 50%, in mid-2010 when it rose to 57.62%. On 2nd July 2010, a capital raising was conducted, taking the debt ratio back under 50%.
The debt ratio rose to 55.29% in September 2012. However, on 20th December 2012, a capital raising operation generating EUR 21.1 million was conducted to fund the project at Brucargo for DHL Global Forwarding. This pushed the debt ratio back down to 50.80% in the first trimester of 2013.
Partly due to the dividend payment, the acquisition of shares of the company Evenstuk NV (owner of the property, leased to DSV Solutions), the acquisition of shares of Acer Parc NA (owner of the build-to-suit project, leased to St Jude Medical), the first investment in the Netherlands (fully financed with debt) and the acquisition of shares of Ghent Logistics NV (financed by the issue of new Montea shares), the debt increased again up to 52.82% at 31/12/2013.
The debt ratio at Montea has never reached an alarming level, even during the periods of financial crisis that occurred from the end of 2008.
The debt ratio is currently at 52.82%. Based on this ratio, the investment potential would reach almost EUR 118 million80, fully funded by debt (a rise of almost 37%) without exceeding the maximum debt ratio level of 65%.
Montea has covenants with a number of banking institutions under which the debt ratio may not exceed 60%. Based on these covenants and using the same method of calculation, Montea's investment potential would be EUR 61 million.
The calculations above do not take account of any variations in the value of the property portfolio. Any variations could also have a major impact on the debt ratio.
Based on current equity capital, only if there were a negative variation in the fair value of the investment properties of over EUR 64 million would the maximum debt ratio allowed of 65% be exceeded. This would correspond with a fall in the existing portfolio of almost 19.9%.
Since it was established, Montea has absorbed a total negative variation in the value of its property portfolio of EUR 35.8 million, the majority of this being caused by the recent financial crisis at the end of 2008 and 2009.
Based on the current state of Montea's portfolio and the value placed on that portfolio by an independent assessor, Montea does not foresee any substantial negative variations in the fair value in the future.
Montea is of the opinion that the current debt ratio of 52.82% provides a sufficient buffer for absorbing any possible further negative variations in the existing portfolio.
80 This calculation does not take account of variations in the fair value of the investment properties, nor of any variations in accruals in the liabilities, nor the provisions for liabilities and deferred tax liabilities and any future net operating profits.
The table below indicates movements in the debt ratio up to and including 31/12/2014.
| 31/12/2013 | 30/06/2014 | 31/12/2014 | |
|---|---|---|---|
| Property investments | 319.325.482 | 364.815.982 | 419.378.482 |
| Other activa | 16.379.307 | 16.379.307 | 16.379.307 |
| Cash | 4.092.496 | 36.419.997 | 2.088.994 |
| TOTAL ACTIVA | 339.797.286 | 417.615.286 | 437.846.784 |
| Equity | 138.966.518 | 181.294.018 | 187.265.016 |
| Liabilities | 200.830.768 | 236.321.268 | 250.581.768 |
| Long term liabilities | 158.798.489 | 194.288.989 | 208.549.489 |
| Provisions | - | - | - |
| Other long term financial liabilites | 13.830.162 | 13.830.162 | 13.830.162 |
| Deferred tax liabilities - liabilities | - | - | - |
| Other long term liabilites | 144.968.327 | 180.458.827 | 194.719.327 |
| Short term liabilites | 42.032.279 | 42.032.279 | 42.032.279 |
| Provisions | - | - | - |
| Other short term financial liabilites | - | - | - |
| Acruals | 7.528.461 | 7.528.461 | 7.528.461 |
| Other short term liabilites | 34.503.818 | 34.503.818 | 34.503.818 |
| TOTAL PASSIVA | 339.797.286 | 417.615.286 | 437.846.784 |
| Debt ratio | 52,82% | 51,47% | 52,35% |
These changes in the debt ratio are based on:
These calculations do not take account of any variations in the value of the property portfolio.
Montea believes that its debt ratio will not exceed 65% and that no additional measures need be taken based on the planned changes to the composition of the property portfolio and the expected changes in equity capital.
Montea's aim remains to fund itself with a debt ratio of approximately 55% and to ensure that it never has a debt ratio of more than 60% (covenants agreed with the banks).
The debt ratio of 55% is entirely justified given the nature of the property in which Montea invests, i.e. logistics and semi-industrial property with an average yield of about 8%. Should a situation arise in which certain events were to necessitate an adjustment to Montea's strategy, it would make this adjustment without delay and notify shareholders accordingly in the annual and six-monthly financial reports.
For Montea, financially, 2013 was mainly characterized by generally good operating results:
Based on the results of 31 December 2013, the Board of Directors of Montea Management NV proposes at the General Meeting of Shareholders of May, 20th 2014 paying out a gross dividend of EUR 1.97 gross per share. This corresponds with a net dividend of EUR 1.4775 per share.
7 February 2014 – Portfolio in the Netherlands grows by EUR 25.6 million following the start of a 25,600 m² build-to-suit project in Oss and the acquisition of a 19,500 m² logistics distribution centre in Waddinxveen81
Montea and Vos Logistics have signed an agreement for the construction and lease of a new European Distribution Centre at the "De Geer" industrial estate in Oss. After an extensive tender procedure, Van der Maazen (turnkey contractor) and Montea (end-investor) were selected as the winner for the jointly build-to-suit project. The site extends over a surface area of approximately 35,000 m², while the building itself will provide some 24,300 m² of warehousing, 680 m² of office space and a mezzanine area of 800 m². The new platform benefits from an outstanding location, with connections to the A50/A59 motorways. It will be operational by 1st October 2014. The transaction was brokered by Cushman & Wakefield.
81 Voor meer informatie verwijzen wij naar het persbericht van 7/02/2014 of www.montea.com.
As part of the development, particular attention will be focused on the sustainability angle, including the installation of LED lighting, provisions for solar panels, etc. As a result, the building will be BREEAM (Building
Research Establishment Environmental Assessment Method) certified. The building is leased for a fixed period of 7 years and three months to Vos Logistics.
Montea "Space for Growth" – site at Oss (NL)
Montea has acquired a logistics distribution centre on land totalling 25,800 m² in Waddinxveen, alongside the A12 motorway. The distribution centre is made up of 14,100m² of warehousing, with a 2,560 m² mezzanine and office space of approximately 2,800 m².
The building is equipped with 17 loading docks. The site offers a further potential to expand of 6,000 m². The
transaction was brokered by Cushman & Wakefield. The building is leased for a fixed term of 15 years to Delta Wines. The distribution centre will also serve as storage space for supplying Central Europe.
Montea "Space for Growth" - site at Waddinxveen (NL)
Together, these two transactions represent a total investment value of EUR 25.6 million. Based on an initial gross yield of 8.0%, they will generate additional rent of EUR 2.04 million per year.
In December 2013, Montea signed a partnership agreement with MG Real Estate (De Paepe Group) to develop the "MG Park De Hulst" sustainable logistics park in Willebroek. The partners have announced their first joint development with the project for Dachser. The parties have signed a long-term lease agreement for a fixed term of 15 years.
Montea «Space for Growth» - site MG Park De Hulst - Dachser (BE)
82 For more information, please see the press release dated 7/02/2014 or www.montea.com.
The development of the first plot at the site encompasses a land area of approximately 37,800 m² on which a build-to-suit crossdock building will be constructed offering some 6,800 m² of warehousing and about 2,300 m² of office space. Phase two of the project will see the building expanded by 1,700 m².
The crossdock building will be operational during the third quarter of 2014. Montea will acquire the property upon completion, subject to completion of certain customary conditions.
Montea purchased the "Unilever" site in Vorst in 2008. This site is one of the few strategic industrial and logistical sites within the Brussels Capital Region (borough of Vorst) located alongside the Brussels outer ring road. The land at the site extends to approximately 87,000 m² and came about through the purchase of 8 different buildings, with Unilever as the main tenant. In the context of the proactive management of its property portfolio, Montea decided in 2013 to demolish the oldest building of around 14,000 m² and redevelop a new sustainable project in its place.
In the initial phase, Montea will develop a build-to-suit distribution centre on the site for Metro, providing total
space of 3,500 m². Work has already begun and the new distribution centre is scheduled to be in operation by 1st September 2014. The lease agreement has a fixed term of 27 years. The transaction was brokered by Colliers International.
Montea «Space for Growth» - site Vorst - Metro (BE)
These two transactions in Belgium together represent a total investment value of EUR 16.6 million and will generate an additional rent of EUR 1.28 million per year, based on an initial gross yield of 7.7%.
Montea's business activities are affected in part by the overall economic climate. Lower economic growth can have an indirect effect on the occupancy rate and rental income. It also increases the risk that some tenants will be unable to fulfil their obligations.
At Montea, this risk is partly offset by the diversification of income streams (e.g. solar panels), geographic diversification (Belgium, France and the Netherlands) and signing leases for longer terms with good-quality tenants from a range of different sectors. The discontinuation of subsidies for newly installed solar panels as from 1/02/2014, will not have a (retroactive) impact on the results of Montea.
In 2014, Montea will concentrate on the growth of its portfolio (external growth), on an improvement of the quality of the buildings (internal growth), on the diversification of its income.
Montea will capitalise on its expertise and experience in order to differentiate its external growth in 2014. Thus, priority will go to:
In addition to external growth, Montea will focus on enhancing its existing portfolio. Montea sees 3 major opportunities:
Finally, Montea will divest a number of small, non-strategic properties that no longer fit its long-term strategy, for an estimated value of EUR 6 million.
At 31/12/2013 the occupancy rate was 94.9 %.
During the course of 2014, a total area of 62,000 m2 will be the subject of lease extensions and/or new leases (10.6% of the total floor space).
83 In calculating the occupancy rate, no account has been taken of this expansion potential.
75% of these potential vacancy (45,000 m²) is located in Belgium. More than half of the total area is located in Belgium (the site in Grimbergen in shared ownership with WDP).
WDP and Montea have signed a lease agreement with Caterpillar Distribution Servives Europe for a period of 9 years, starting on January, 1st 2015. This way the site can be pro-actively re-leased befor the current tenant DHL will leave the site (eind March 2014) as faithfull client at this location. DHL remains a long term partner as tenant on other sites of WDP and Montea84.
25% of potential vacancy (17,000 m²) is located on five sites in France. Montea is convinced that they can extend these leases and that new tenants can be found, given the good location and the condition of these sites.
Montea achieves to keep its occupancy rate at 95%.
• Ambition to increase the value of the property portfolio by 30%
Taking into account the announced investments (see press release of 02/07/2014) and the ambition to grow based on its existing investment pipeline, Montea has the ambition to increase the value of its real estate portfolio by 30% (> EUR 400 million).
• Investment capacity of EUR 60 million at a 60% debt ratio
Taking a 60% debt ratio into account, Montea still has an investment capacity of EUR 60 million. With the investments already announced (see press release dated 07/02/2014) and the aim to achieve further growth based on its existing investment pipeline, Montea is currently examining various financing opportunities using debt and its own resources (such as a contribution in kind and/or the organisation of a capital raising).
• Net operating result
In 2013 Montea recorded a net operating result of EUR 13.50 million (EUR 2.05 per share). Based on these results, taking account of (i) the full-year impact of the investments made in 2013, (ii) the investments already announced (consisting mainly of built-to-suit projects that will only generate limited rental income for 2014) and (iii) an assessment of the re-leasing of vacant space, Montea has the ambition to increase the net operating result with at least 10% till EUR 14.8 miljoen.
84 We refer to the press release of 19/02/2014 or www.montea.com for more information.
This corporate governance statement contains the most important rules that Montea has adopted in the legislation and provisions on corporate governance in its practise and the way these have been applicated in 2013.
Montea is thus incorporating the provisions recorded in the Belgian Corporate Governance Code 2009 (www.corporategovernancecommittee.be) Should it deviate from this, it shall include this deviation in this corporate governance statement, pursuant to Article 96, §2 of the Belgian Company Code. This should at least take into account the size of the company and the nature of its activity. Sicafi typically have a light structure with limited staff and this has impact on the corporate governance.
The relevant legislation includes not only the Companies Code, but also the Act of 3 August 2012 on certain forms of collective management of investment portfolios (ICB-Law) and the Royal Decree of 7 December 2010 relating to sicafi (RD Sicafi).
This statement of corporate governance is part of this annual report, pursuant to Article 96, §2 and § 3 of the Company Code.
Montea's company type is a General Partnership share and has only one appointed statutory manager. This Statutory Manager, Montea Management, is a Limited Liability Company (the Statutory Manager). As general partner, it is jointly and severally liable without limitations for all of Montea's obligations.
The Company and its Statutory Manager respect the provisions of the Belgian Corporate Governance Code 2009 and the legal recommendations on corporate governance by applying these within the Statutory Manager. As Manager of the property investment company on shares, it is the Board of Directors of Montea Management NV, which collegially takes decisions concerning the values and the strategies of Montea, on the principal policy lines and its willingness to take risk. The structure of the property investment company on shares is thus considered as transparent in terms of corporate governance.
In the corporate governance charter and in this corporate governance statement, the term "board of directors" also refers to the board of directors of Montea's statutory manager, Montea Management NV.
The executive management shall be organized within the legal entity Montea Comm.VA and is under the supervision of the board of directors of the statutory manager.
The Company has so far complied with the provisions of the Corporate Governance Code with the exception of the following provisions:
• pursuant to provision 4.6 of the Corporate Governance Code 2009, the mandate of director shall not be more than four years. This limit may be waived in order to make some rotation in the board of directors. This exception applies to the CEO. He was appointed on 30/09/2010 for six years.
For more information, please see the table in section 4.10.3.6, (iii) (Board of Directors – Composition).
The board of directors of the Company's Business Manager is responsible for assessing the risks that are characteristic of the Company and also for assessing the effectiveness of internal auditing.
In turn, the Company's executive management is responsible for putting in place a system for monitoring risk management and the effectiveness of internal auditing.
Montea organises the way the Company's internal auditing and risks are managed by:
As part of this process, special attention is also paid to the reliability of the reporting and financial communication process.
The main features of the audit environment consist of:
• The culture of risk:
Montea conducts itself responsibly in order to generate steady and recurrent revenue. Montea adopts a cautious approach regarding its investment policy and will avoid any speculative projects.
• A clear description of the Company's purpose: Montea is a leading sicafi, listed on the stock exchange, which specialises in semi-industrial and logistics property. Montea has set itself the aim of building up a diversified property portfolio that generates stable and recurrent income. In doing so, Montea allows itself to be guided by the interests of the logistics world in the Benelux and France.
85 We refer to chapter 1: Risk factors for the description of these risks.
• A definition of the role of the various management bodies:
Montea has a Board of Directors, an audit committee, a remuneration and appointments committee and an investment committee. The audit committee has the specific task of handling the company's internal auditing and risk management. For the accountancy of the French companies and the companies in the Netherlands, Montea is assisted by third parties, Primexis and Vistra, which provides Montea with material support only (this is in no way a delegation of management tasks).
• Company organisation:
The Company is organised into various departments, which are shown in an organisation chart. Each person within the organisation is aware of what powers and responsibilities have been allocated to them.
• Measures to ensure sufficient capabilities:
The Company assures itself that the following have sufficient skills and capabilities:
Based on prioritising the risks in question, an assessment of the Company's main risks is carried out twice a year. These risks are discussed in the chapter on "Risk factors" in this report.
The Company's specific audit processes can be subdivided into the following categories:
• audits based on statutory requirements:
Every transaction involving the purchase or sale of property can be traced in terms of origin, the parties involved, the nature of the transaction and the time it was carried out, by using official notarised documents. For this purpose, a compliance check is carried out by an external party on behalf of the audit committee in line with the Company's articles of association.
o ad hoc samples are taken according to their material importance.
audits in the area of the main financial risks, such as:
General communication within the Company is tailored to the size of the Company. It is based mainly on general staff communication, internal work meetings and general e-mail traffic.
The process of financial information is based on retroplanning made on a quarterly, half-yearly and annual basis. The internal accounting team in Belgium and the external office in France provide the accounting figures. These figures are consolidated and verified by the controlling team, which reports to the CFO.
The quality of internal auditing is assessed during the course of the financial year by:
Montea has the legal form of a partnership limited by shares and gained accreditation from the FMSA as a sicafi on 26 September 2006. This accreditation came into effect on 1 October 2006.
In accordance with the Company Code and its articles of association, Montea is managed by a statutory Business Manager/Partner, Montea Management NV ("Montea Management" or the "Business Manager"), a partnership that is jointly and severally liable, without limitation, for all commitments made by Montea and which itself is represented by its permanent representative, Jo De Wolf.
Montea Management is operated by a Board of Directors that is composed in such a way that Montea can be run autonomously and in the sole interests of its shareholders. The Board includes at least three independent directors in the sense of article 526ter of the Companies' Code and in compliance with the terms of the ICB-Law and the RD on Sicafi.
The structure of the partnership limited by shares is totally transparent. This means that all of the rules of the RD on sicafi apply to its management body, the statutory Business Manager, Montea Management, and the directors of Montea Management.
In this regard, Montea has expanded the principles in the area of corporate governance to the directors of the statutory Business Manager, Montea Management.
Montea's corporate governance structure, in accordance with the Belgian Corporate Governance Code 2009, can be shown diagrammatically as follows:
The Manager represents the company in any legal or extrajudicial steps. Pursuant to Article 9, § 2, of the RD on sicafi, the company is represented, for any action regarding access to its property within the meaning of Article 2.20° of the aforementioned RD Sicafi, by the statutory Manager, who is represented by the permanent representative of the Manager, Mr Jo De Wolf and at least one Director of the manager, PSN Management BVBA, represented by Mr Peter Snoeck.
The individuals who form part of the company's Board and senior management have their business address at Montea's registered offices (solely for matters relating to Montea).
The members of the Board are appointed by the General Meeting of Montea Management NV by a general majority from a list of candidates presented by the Board of Directors on the advice of the Renumeration and Nomination Committee. At present, the General Meeting of the Manager is solely composed of the five children of the late Mr Pierre De Pauw, who each hold 20% of the shares.
The directors are in principle appointed to a maximum period of four years, however, in deviation from provision 4.6 of the Belgian Corporate Governance Code 2009, this limit may be waived to be able to ensure a secure rotation within the Board.
Montea shall inform the FSMA in advance of the nomination for appointment or renewal of appointment, of nonrenewal of appointment or of the dismissal of directors pursuant to Article 38, §3 of the ICB-Law.
The nomination process is led by the Chairman of the Board of Directors. Candidate directors or candidates for renomination as directors are nominated by the Board of Directors to the shareholders of the Manager for approval by the Renumeration and Nomination Committee.
Before any new appointment, an evaluation is made of the skills, knowledge and experience already present on the Board and for which there remains a need. This ensures the necessary diversity and complementarity of the diverse backgrounds and skills of the directors. A profile of the required role is detailed.
Non-executive directors are made aware of the extent of their duties at the time of their candidacy nomination.
The members of the Board of Directors are evaluated on the basis of the following criteria:
Non-executive directors may not hold more than five (5) directorships in listed companies simultaneously. Any changes to their other commitments outside Montea are to be reported to the Chairman and the Renumeration and Nomination Committee in a timely manner.
Pursuant to article 9, §1 of the RD on sicafi, at least three directors must be independent, in the sense of article 526ter of the Company Code. Pursuant to Article 526 of the Company Code, the following independent directors meet the independence criteria of the aforementioned Article 526:
86 From his re-appointment at the General Meeting of Montea Management NV on May 20, 2014, he will no longer qualify as independent in the technical meaning of Article 526 of the Belgian Company Code. He remains as appropriate non-executive director.
The Board of Directors consists of ten members87:
| Name | Acting as/Function | Start date mandate | End date mandate |
|---|---|---|---|
| Gerard Van Acker BVBA, represented by Gerard Van Acker |
Independant administrator, Chairman of the Board of Directors |
01/10/2006 | 20/05/2014 |
| Jo De Wolf BVBA, represented by Jo De Wolf | Managing director, Chief Executive Officer (CEO). |
30/09/2010 | 17/05/2016 |
| DDP Management BVBA, represented by Dirk De Pauw |
Executive administrator, chairman of the investment committee and responsible for business development in France |
01/10/2006 | 19/05/2015 |
| PSN Management BVBA, represented by Peter Snoeck |
Executive administrator, Chief Operating Officer (COO) |
01/10/2006 | 19/05/2015 |
| André Bosmans Mgt BVBA, represented by André Bosmans |
Non-executive administrator | 01/10/2006 | 19/05/2015 |
| Federale Verzekering, represented by Jean Marc Mayeur |
Non-executive administrator | 15/05/2012 | 19/05/2015 |
| Belfius Insurance Belgium NV (before Dexia Insurance Belgium NV), represented by Dirk Vanderschrick |
Non-executive administrator | 15/05/2012 | 19/05/2015 |
| EMOR BVBA, represented by Francis Rome | Independant administrator | 21/05/2013 | 17/05/2016 |
| Ciska Servais BVBA, represented by Ciska Servais |
Independant administrator | 21/05/2013 | 17/05/2016 |
| Insumat NV, represented by Sophie Maes | Independant administrator | 03/10/2013 | 17/05/2016 |
De raad van bestuur heeft op advies van het remuneratie- en benoemingscomité geverifieerd dat de onafhankelijke bestuurders voldoen aan de onafhankelijkheidscriteria van artikel 526ter van het Wetboek van vennootschappen.
As from the 21st May 2013, the mandates of the following directors are terminated:
At the general meeting of 21 May 2013, the resignation as director of Montea Management NV of Stratefin Management BVBA, represented by Mr. Christian Terlinden was accepted.
Two new independent directors were appointed at the general meeting of shareholders, held on 21st May 2013:
87 The smooth and efficient functioning of the Board of Directors is not impeded by its relatively comprehensive composition.
On 3 October 2013, the shareholders in Montea Management NV appointed Insumat NV, represented by Sophie Maes, as independent director.
The Board of Directors currently has two female members. The Board of Directors is aware that by 1st March 2017, at least 1/3 of directors' mandates must be held by persons of the other gender. In view of the fact that at the time the mandate of directors will expire, the Board of Directors will undertaking the necessary action to have these mandates filled by persons of the other gender. In this context two expired mandates were replaced by two female members.
The mandate of BVBA Gerard Van Acker comes to an end at the General Meeting of 20/05/2014. The Board of Directors will propose to the general meeting of Montea Management NV to new his mandate for one year. This is the fourth term of the mandate of BVBA Gerard Van Acker (permanent representative of Gerard Van Acker), so he will no longer qualify as an independent director in the technical meaning of Article 526 of the Belgian Companies Code. As of 20/05/2014 he will continue his duties as non-executive director.
Following is the brief curriculum of each of the directors or, in case of the companies being directors, of their permanent representatives, with report of the other mandates they have fulfilled in the course of the past five years as members of the administrative, management or supervisory bodies in other companies (with the exception of the subsidiaries of the Company).
Gerard Van Acker, born in 1943, studied law and political and administrative science at the Vrije Universiteit Brussel.
He is administrator of the companies ABO Holding NV, Capricorn Venture Partners, Qbic nv, ICAB nv and Chairman of the Board of Directors of Capital E, Capital E II and BI3 Fund. He is also administrator of the company Imec vzw. In some of these companies and non-profit associations he is also chairman or member of the Audit Committee and/or of the remuneration and nomination committee. He is also chairman of Plan Belgium. As of 5 November 2008, with Mr Gerard Van Acker as permanent representative, in accordance with Article 39 of the ICB-Law.
Jo De Wolf, born in 1974, holds a Master's degree in Applied Economics from KU Leuven, an MBA from the Vlerick Leuven Ghent Management School and pursued the Master's Real Estate programme at the KU Leuven.
88 In previous annual reports, the end date of the mandate of Jo De Wolf BVBA was incorrectly stated.
a. The mandates that have lapsed in the past five years:
In 2006 (until October 2010), he headed the real estate division of The Brussels Airport Company, where he was responsible for the redevelopment strategy and the expansion of the Brucargo logistics area at Brussels Airport.
b. The current mandates:
As of 19 October 2010, Jo De Wolf BVBA, represented by Mr Jo De Wolf, was appointed as effective leader of Montea Comm. VA, in accordance with Article 38 of the Act of 20 July 2004 (at present Article 39 of the Act of 3 August 2012). Since May 2011: Director of BVS-UPSI (Professional Association of the Property Sector). Jo De Wolf BVBA, represented by Mr Jo De Wolf, is appointed as effective leader of Montea Comm. VA, in accordance with Article 39 of ICB-Law.
Peter Snoeck, born in 1957, received his diploma in industrial engineering in electromechanics in Ghent. He then studied business management at the KUL (Katholieke Universiteit Leuven) and pursued training to become a realtor.
Since 2006, Peter Snoeck has been executive director of the Manager of Montea. He holds the position of COO and represents the Pierre De Pauw family on the Board of Directors.
Dirk De Pauw, born in 1956, is one of the founding shareholders of Montea. He received his diploma in accounting and business management from the INHUS in Ghent, followed by additional training at the Vlerick Leuven Gent Management School.
Since 1982 he has been managing director of the NV CLIPS in Asse. Dirk De Pauw is Director of the sicafi manager and Chairman of the sicafi's Investment Committee; he represents the Pierre De Pauw family on the Board of Directors.
André Bosmans, born in 1954, earned a law degree (State University of Ghent - RUG) and earned a diploma in 1978 as notary public at the RUG.
b. The current mandates:
Since 1996, he has been Secretary-General and member of the management committee of Banimmo. In 2007 he became memer of the management committee of Banimmo and in 2011 he became administrator of Banimmo. Since August 2006, he has, through his management company, been director of various companies (Banimmo, NV Conferinvest, Comulex, Immo Property Services – IPS and Lex 84, Luso Invest). He is also director on his own behalf of the NV Grondbank The Loop, Cardev NV and Schoonmeers Bugten NV and manager of CVBA P.D.S.M. Finally, he is an independent director of NV VEDIS on his own behalf and of the NV International Commerce and Trading, through its management company.
Jean-Marc Mayeur, born in 1970, has a degree in Commercial Engineering (Solvay Business School – ULB).
Director
Dirk Vanderschrick, born in 1965, is a graduate in Commercial and Financial Sciences and a Master of Business Administration from K.U. Leuven.
Belfius Bank, Belfius Insurance, Belfius Ireland, Quest for Growth, Capricorn Health-tech Fund, Auxipar, Promotion Leopold.
Since May 2012 he has represented Belfius Insurance Belgium NV as a director of Montea.
Dirk Vanderschrick is a member of the Management Board of Belfius Bank with responsibility for Treasury and Financial Markets.
Francis Rome, born in 1948, has a degree in Applied and Economic Sciences and an M.A. and Doctorate in International Relations.
Eurobrokers N.V. (transport and distribution), Inno.com CVBA (I.T. consultancy), Logit Systems AS (I.T. Norway mandate till February 2013) and Logit Systems BVBA (I.T. solutions).
Francis Rome is a professor at the University of Antwerp, Director of the Flemish Institute for Logistics and chairman of the Flemish Port Commission.
Ciska Servais, born in 1965, has a degree in Law, a Master's in International Legal Cooperation and a special diploma in Environmental Sciences.
Sophie Maes, born in 1957, has a degree in Commercial and Financial Sciences.
c. Current mandates in its own name: Director of Ghent Industrial Investment NV, Aalterpaint NV, ACS Technics NV, Investissement Leopold NV, Profin BVBA, Algemene Bouw Maes NV, MAPP SCI, Imco SCI, VOKA Vlaams Economisch Verbond VZW, Insumat NV, Buidling Hotel Maes NV, BVS- UPSI (chairman for Flanders), BNP Paribas Fortis Bank (Management Board), Vlaams Overleg voor Ruimtelijke Ordening en Huisvesting VZW
d. Current mandates of the company Insumat: Director of Aedifica, Alides Projects NV, Orelio NV, Building Hotel Maes NV, Investera NV, Investpool NV, ACS Technics NV, Alides NV, Espace Belliard NV, Fonsny NV, Gindac NV, Immo Spa NV, Krekelendries NV, R. Maes NV, Paestum NV.
The company confirms that the non-executive directors mentioned above (see table p. 42) meet the terms of item 4.5 of the Belgian Corporate Governance Code 2009 (see (iii) Composition), which states that non-executive directors may not have mandates in more than five listed companies.
Montea Management NV acts, in carrying out its duties in the capacity of Manager, in the exclusive interest of the shareholders of Montea. The Board of Directors of Montea Management NV has the following specific duties in this context:
The Board of Directors met on six occasions in 2013. Because EMOR BVBA and Ciska Servais BVBA were only represented in board meetings after their appointment at the general meeting of shareholders in May 2013. Insumat NV was only represented in Board meetings after his appointment at October 3th 2013. The Directors attended meetings as shown in the table below:
| Name | Function | Administrator, represented by |
End date of mandate | Attendance list in 2013 |
|---|---|---|---|---|
| Van Acker Gerard SPRL, represented by Gerard Van Acker | Chairman | Independant Administrator | Mei 2014 | 6/6 |
| First stage management SA, represented by par Hugo Van Hoof | Vice-president | Independant Administrator | Mei 2013 | 3/3 |
| Jo De Wolf SPRL, represented by Jo De Wolf | Delegated Administrator and CEO | Delegated Administrator | Mei 2016 | 6/6 |
| André Bosmans Management SPRL, represented by André Bosmans | Administrator | Banimmo | Mei 2015 | 6/6 |
| Stratefin Management SPRL, represented by Christian Terlinden | Administrator | Banimmo | Mei 2013 | 2/2 |
| DDP Management SPRL, represented by Dirk De Pauw | Administrator | Family De Pauw | Mei 2015 | 6/6 |
| PSN Management SPRL, represented by Peter Snoeck | Administrator and COO | Family De Pauw | Mei 2015 | 5/6 |
| Eddy Hartung | Independant Administrator | Independant Administrator | Mei 2013 | 3/3 |
| Philip Van gestel SPRL, represented by Philip Van gestel | Independant Administrator | Independant Administrator | Mei 2013 | 3/3 |
| Jean-Marc Mayeur | Administrator | Federale Verzekering | Mei 2015 | 6/6 |
| Dirk Vanderschrick | Administrator | Belfius Insurance Belgium | Mei 2015 | 4/6 |
| Emor SPRL, respresented by Francis Rome | Independant Administrator | Independant Administrator | Mei 2016 | 3/3 |
| Ciska Servais SPRL, respresented by Ciska Servais | Vice-president | Independant Administrator | Mei 2016 | 3/3 |
| Insumat SA, respresented by door Sophie Maes | Independant Administrator | Independant Administrator | Mei 2016 | 3/3 |
The issues addressed at the Board of Directors' meetings include the following issues:
In order to optimise the operation of the Board of Directors, it has established two advisory committees within itself and answerable to it:
The Board of Directors assesses the effectiveness of its committees.
After each committee meeting the Board of Directors receives a report on that committee's findings and recommendations. In between meetings, ad hoc information is sent to the directors and any director may demand any information at first request at any time through the Chairman of the Board of Directors.
Individual directors and the committees may at any time, through the Chairman of the Board of Directors, request the Board of Directors to call upon external experts (legal advisors, tax advisors etc., in accordance with Article 4.11 of the Belgian Corporate Governance code 2009) under the aegis of the company. These external experts may be appointed in the light of new purchases, divestments and new regulations on environmental and legal matters. The Board of Directors is obliged to examine such questions from a director or committee if they are approved by a majority of the directors.
The Board of Directors is advised on investment projects by an investment committee, of which the composition is determined by the Board.
Given the size of the company, its activities and the efficiency of its decision-making process, there is no need to formally designate a secretary.
The Chairman of the Board is chosen by the Board of Directors from amongst its members. The Chairman is appointed on the basis of his knowledge, skills, experience and mediation abilities.
The post of Chairman may not be combined with that of CEO.
The Chairman has the special duty to:
Professional development of directors is guaranteed by:
This year there have been informal training sessions about good governance and e-commerce.
The evaluation of the directors is done at different levels:
The board of directors is assisted in this by the remuneration and nomination committee, as well as by any external experts, as required.
The contribution of each director is assessed on a periodic basis so that in the event of changing circumstances, the composition of the board of directors can be modified. In the event of a re-appointment, an assessment is conducted of the director's contribution based on a previously defined and transparent procedure.
The board of directors ensures that directors can be monitored. It also sees to it that all appointments and reappointments of both executive and non-executive directors allow for an even balance of qualifications and experience within the board of directors to be maintained.
The audit committee was established under Article 526bis of the Belgian Company Code put into effect on 1 January 2009 and assists the Board of Directors in fulfilling its oversight role on the internal and external audit in the broad sense of the term.
The audit committee consists of 3 independent directors:
The mandates of First Stage Management NV, represented by Hugo Van Hoof, former president, and of Mr. Eddy Hartung are terminated in May 2013.
According to Article 526bis of the Belgian Company Code, at least one member of the Audit Committee must have the necessary expertise in the field of accountancy and auditing. We refer to the wide experience and expertise of the total committee.
Mr. Gerard Van Acker has among others the relevant experience:
Mr. Dirk Vanderschrick has among others the relevant experience:
• responsible for retail and commercial banking at Belfius Bank.
Mrs Ciska Servais has among others the relevant experience:
• member of the audit committee of CFE NV.
When the audit committee deliberates on the annual financial audit, an external financial adviser and/or Auditor can also be invited to attend the meeting, if so desired.
The audit committee is charged with the legal duties in accordance with Article 526bis of the Belgian Company Code. The duties of the audit committee include:
In addition, the recommendation to appoint (or renew an appointment) of the Auditor made by the Board at the General Meeting can only be made upon proposal by the Audit Committee.
The Audit Committee regularly reports to the Board on the performance of its duties, and at least when the Board drafts the annual account and the consolidated annual account, and, as the case may be, the shortened financial summary intended for publication.
In 2013 the audit committee was convened five times. The members' attendance was as shown in the table below:
| Name | Function | Attendance list in 2013 |
|---|---|---|
| First Stage Management SA, represented by Hugo Van Hoof | Administrator and Chairman | 3/3 |
| Van Acker Gerard SPRL, represented by Gerard Van Acker | Independant Administrator | 5/5 |
| Ciska Servais SPRL, represented by Ciska Servais | Independant Administrator | 2/2 |
| Dirk Vanderschrick | Administrator | 4/5 |
| Eddy Hartung | Administrator | 3/3 |
At these meetings the issues dealt with included the following:
At two meetings, previous points were also discussed with the auditor. At all meetings, previous points were also discussed with the CEO and the CFO.
The most important criteria for evaluating the audit committee and its members are:
The evaluation of the members and operation of the audit committee is done on a permanent basis (i) both by itself and colleagues and (ii) by the full Board of Directors. If someone has questions regarding the contribution of a fellow colleague/member, he can discuss this with the chairman. The chairman can then, at his discretion, take the necessary steps.
The Board of Directors has established an internal Remuneration Committee in accordance with Article 526quater of the Belgian Company Code. The Remuneration Committee also functions as a Nomination Committee. given the limited size of the sicafi.
The Remuneration and Nomination Committee consists of the following members:
The mandates of Stratefin Management BVBA, represented by Christian Terlinden and of Mr. Eddy Hartung are terminated in May 2013.
This composition ensures that the committee has the necessary expertise in the area of remuneration policy on account of their far-ranging professional experience. Reference can be made in the matter to the broad experience and expertise of Van Acker Gerard BVBA, represented by Gerard Van Acker and Ciska Servais BVBA, represented by Ciska Servais.
Mr Van Acker has the following relevant experience:
Mrs Ciska Servais has among others the relevant experience:
• member of the audit committee of CFE NV.
The Remuneration and Nomination Committee performs the following activities on its behalf:
The Remuneration and Nomination Committee met four times in 2013: The members' attendance was as shown in the table below:
| Name | Function | Attendance list in 2013 |
|---|---|---|
| Van Acker Gerard SPRL, represented by Gerard Van Acker | Independant Administrator | 4/4 |
| Stratefin Management SPRL, represented byChristian Terlinden | Administrator | 1/1 |
| Eddy Hartung | Independant Administrator | 1/1 |
| André Bosmans Management SPRL, represented by André Bosmans | Administrator | 3/3 |
| Ciska Servais SPRL, represented by Ciska Servais | Independant Administrator | 3/3 |
At these meetings the following issues were discussed:
The CEO attends the meetings of the Remuneration and Nomination Committee whenever it discusses the goals of the committee and the remuneration of the executive management and its staff.
The functioning of the Remuneration and Nomination Committee is evaluated by means of the following criteria:
The evaluation of the members and operation of the Remuneration and Nomination Committee is done on a permanent basis (i) both by itself and colleagues and (ii) by the full Board of Directors. If someone has questions regarding the contribution of a fellow colleague/member, he can discuss this with the chairman. The chairman can then, at his discretion, take the necessary steps.
The Board of Directors has established an Investment Committee with an eye towards obtaining professional advice on investment projects. In 2013, a specific investment committee was set up for France.
The Investment Committee Belgium – The Netherlands consists of the following parties:
Because the mandate of First Stage Management NV, represented by Hugo Van Hoof, as an independent director of Montea Management NV, ended in May 2013, he is no longer a member of the investment committee Benelux. Because of the departure of Amaury de Crombrugghe BVBA, represented by Amaury de Crombrugghe at Banimmo, he is no longer a member of the investment committee Belgium – the Netherlands. As a result of the appointment of Emor BVBA, represented by Francis Rome and Insumat NV, represented by Sophie Maes, as director of Montea Management NV, they became also member of the Investment Committee Benelux.
The Investment Committee France consists of the following parties:
The investment committee is responsible for the preparation of investment and divestment files for the Board of Directors. The investment committee also follows the negotiations with the various counterparties of Montea Comm. VA. These negotiations are mainly related to the acquisition (in any form) and the divestment of property, the conclusion of major lease agreements and/or acquisitions of property companies.
In 2013, the Investment Committee Benelux met eight times. The members' attendance was as shown in the table below:
| Name | Function | Attendance list in 2013 |
|---|---|---|
| DDP Management BVBA, representedy by Dirk De Pauw | Chairman | 8/8 |
| First Stage Management NV,represented by Hugo Van Hoof | Member | 3/3 |
| Jo De Wolf BVBA, represented by Jo De Wolf | Member | 2/2 |
| PSN Management BVBA,represented by Peter Snoeck | Member | 8/8 |
| Peter Verlinde | Member | 8/8 |
| PDM cv, represented by Peter Demuynck | Member | 8/8 |
| GCA Consult BVBA, represented by Griet Cappelle | Member | 8/8 |
| Emor BVBA, represented by Francis Rome | Member | 4/4 |
| Insumat NV, represented by Sophie Maes | Member | 2/2 |
In 2013, the Investment Committee Benelux met seven times. The members' attendance was as shown in the table below:
| Name | Function | Attendance list in 2013 |
|---|---|---|
| DDP Management BVBA, representedy by Dirk De Pauw | Chairman | 7/7 |
| Jo De Wolf BVBA, represented by Jo De Wolf | Member | 7/7 |
| Peter Verlinde | Member | 7/7 |
| Jean de Beaufort | Member | 7/7 |
| Laurent Horbette | Member | 3/3 |
The Board of Directors has entrusted the executive and daily management of Montea to the executive management.
On 31 December 2013, the executive management consisted of89:
89 Mr Peter Verlinde, PDM cv, represented by Mr Peter Demuynck, Mr Jean de Beaufort and GCA Consult BVBA represented by Griet Cappelle, have no decision-making powers.
Jo De Wolf BVBA, represented by Mr Jo De Wolf and PSN Management BVBA, represented by Mr Peter Snoeck, both qualify as effective leaders in accordance with Article 39, §1 of theICB-Law.
The executive management is responsible for the following:
The executive management is specifically responsible for property management, financing property, the overall management of staff and staff policy, preparation of all legally required information, financial and otherwise, and reporting and providing all required information to the public or public authorities.
The executive management works closely together and in constant consultation. Important decisions are taken by consensus. When the executive management does not reach an agreement, the decision is left to the Board of Directors.
The executive management meets weekly. The agenda of this meetings are, inter alia, the operational decisions regarding the executive management, the status of current projects and leases and evaluation of new projects under study.
The executive management regularly reports to the Board on the fulfilment of its mission.
The executive management provides the Board with all relevant business and financial information. These include: key figures, an analytic presentation of the results versus the budget, a summary of the evolution of the property portfolio, the consolidated YTD financial statement and details on the consolidated YTD financial statement.
Proposals for decisions that the Board must take are explained to the Board of Directors by the CEO.
The executive management is evaluated by the Board of Directors on the basis of performance and objectives.
The articles of association of the Manager make provision for remuneration of the contract of Montea Management NV as statutory Manager of the sicafi. This remuneration consists of two parts: a fixed part and a variable part.
The fixed part of the remuneration of the Manager is established every year by the Annual General Meeting of the sicafi. This lump sum cannot be less than EUR 15,000 per year.
The variable statutory portion is equal to 0.25% of the amount equal to the sum of the adjusted results90 and of the net gains on disposal of property not exempt from the mandatory payment. The Manager is entitled to reimbursement of the actual costs incurred, directly related to his/her mission and of which sufficient proof is provided.
During the financial year ending on 31 December 2013, the fee of the Statutoru Manager was EUR 650.000 VAT excluded (fixed and variable parts). This amount includes the total remuneration charge for the business-owner's Board of Directors, the remuneration of the managing director and the operating costs of Montea Management NV.
The increase in the remuneration of the Manager (EUR 470,640.54 in 2012 to EUR 650,000) was based on an annual evaluation and benchmarking. The Remuneration and Nomination Committee has decided to adjust the attendance fees for all committees and to the compensation for the CEO adapt to market conditions.
The continuity principle is applied for non-executive directors. They are reimbursed in the form of attendance fees per Board of Directors meeting attended and for those of committees within the Board of Directors. Next to the attendance fees, the Chairman of the Board of Directors receives a fixed remuneration.
This disbursement of "attendance fees" does not apply to managing directors, the operational director or the Chairman of the Investment Committee (executive administrators). They are separately compensated for their duties. In accordance with the principles regarding Corporate Governance, the compensation of directors is proportionate to their responsibilities and to the time they devote to their functions.
90 The corrected result = Net income + Depreciation + Amortization - Reversal of losses - Reversals transferred and discounted rent +/- Other non-monetary items +/- Result of sold property +/- Variations in the fair value of property. The variable remuneration amounts to EUR 21,989 and was calculated on basis of the corrected result.
The amount for the attendance fees for non-executive directors is approved every year through the General Meeting on the proposal of the Board of Directors, prepared by the Remuneration Committee. All members of the Board are also covered by a civil liability insurance for directors, whose total premium of EUR 21,989 for all directors together is borne by Montea Comm. VA.
There are no additional fees (company car, pension, options, mobile phones etc.) paid to the directors. The nonexecutive directors are not eligible for the award of variable compensation.
The attendance fee for FY 2013 for the non-executive directors was established at EUR 1,500 per meeting for all directors who actually participate in the Board of Directors.
The Chairman of the Board receives an additional annual fee of EUR 50,000.
Members of the audit committee, remuneration and nomination committee, receive an additional attendance fee for each committee meeting actually attended. The attendance fees for FY 2013 were set at: EUR 2,000 per meeting for the chairman of the audit committee and EUR 1,000 per meeting for the chairman of the remuneration and nomination committee and all members of the audit committee and the remuneration and nomination Committee.
On the basis of an annual evaluation and benchmarking, the remuneration and nomination committee decided to adapt the amount of attendance fees for all committees at market conditions, and to limit the number of sessions compared to previous years.
| Name | Function | Administrator, representative of |
Board of Directors Annual fixed remuneration |
Board of Directors Presence fee |
Audit Committee Presence fee |
Remuneration Committee Presence fee |
Total |
|---|---|---|---|---|---|---|---|
| Van Acker Gerard SPRL, represented by Gerard Van Acker |
Chairman | Independant administrator |
50.000,00 € | 7.500,00 € | 3.900,00 € | 2.000,00 € | 63.400,00 € |
| First Stage Management SA, represented by Hugo Van Hoof |
Vice-President | Independant administrator |
3.000,00 € | 1.500,00 € | 0,00 € | 4.500,00 € | |
| Jo De Wolf SPRL, represented by Jo De Wolf |
Delegated Administr. and CEO Delegated Administ. | 0,00 € | |||||
| André Bosmans Management SPRL, represented by André Bosmans |
Administrator | Banimmo | 7.500,00 € | 0,00 € | 7.500,00 € | ||
| Stratefin Management SPRL, represented by Christian Terlinden |
Administrator | Banimmo | 2.000,00 € | 1.000,00 € | 3.000,00 € | ||
| DDP Management SPRL, represented by Dirk De Pauw |
Administrator | Family De Pauw | 600,00 € | 600,00 € | |||
| PSN Management SPRL, represented by Peter Snoeck |
Administrator and COO | Family De Pauw | 0,00 € | 0,00 € | |||
| Eddy Hartung | Independant administrator | Independant administrator |
3.000,00 € | 900,00 € | 600,00 € | 4.500,00 € | |
| Philip Van gestel SPRL, represented by Philip Van gestel |
Independant administrator | Independant administrator |
3.000,00 € | 0,00 € | 3.000,00 € | ||
| Ciska Servais BVBA represented by Ciska Servais |
4.500,00 € | 1.500,00 € | 1.000,00 € | 7.000,00 € | |||
| Jean-Marc Mayeur | 7.500,00 € | 7.500,00 € | |||||
| Dirk Vanderschrick | 4.000,00 € | 1.500,00 € | 5.500,00 € | ||||
| EMOR BVBA, represented by Francis Rome |
4.500,00 € | 4.500,00 € | |||||
| Insumat NV, represented by Sophie Maes |
3.000,00 € | 3.000,00 € | |||||
| 50.000,00 € | 49.500,00 € | 9.300,00 € | 5.200,00 € | 114.000,00 € |
For directors, this means that for FY 2012, they received the following compensation:
The Board of Directors shall benchmark at all times the remuneration of the members of the board of directors and its committees with the market. The remuneration and nomination committee will discuss on an annual basis these remunerations and submit them to the Board of Directors.
For the years 2014 and 2015 no changes have been made to the current remuneration for the members of the board and its committees.
With the exception of the executive management, all members receive an attendance fee of EUR 2,000 per attended meeting.
The members received the following remuneration for the financial year 2013:
| Name | Function | Administrator, representative of |
IC |
|---|---|---|---|
| First Stage Management NV represented by Hugo Van Hoof |
Vice-president | Independant administrator |
4.000,00 € |
| de Crombrugghe BVBA represented by Amaury de Crombrugghe |
2.000,00 € | ||
| DDP Management BVBA represented by Dirk De Pauw |
Administrator | Family De Pauw | 27.881,00 € |
| Emor BVBA, represented by Francis Rome |
6.000,00 € | ||
| Insumat BVBA, represented by Sophie Maes |
6.000,00 € | ||
| 45.881,00 € |
The board of directors of the Manager shall evaluate and analyze at all times the remuneration of the investment committee. This will be discussed on an annual basis in the remuneration and nomination committee and submitted to the Board of Directors.
For the years 2014 and 2015, no changes are made to the current remuneration for the members of the board and its committees.
Members of executive management who are also directors receive no remuneration for the performance of their directorship.
The remuneration for people responsible for day-to-day management consists of two parts: a fixed part and a variable part. The amount of these two parts is determined by the Board of Directors, taking into account the responsibilities and the time required for these functions, as well as the industry standard practice.
Nor the fixed remuneration, nor the variable remuneration of members of the executive management may be determined based on the executed operations and transactions by Montea or its subsidiaries.
For example, if they are eligible for variable remuneration, the criteria that make up all or part of the variable remuneration that depends on the results must relate exclusively to the consolidated net result, with the exception of any fluctuations in the fair value of the assets and hedging instruments.
Each year, at the proposal of the remuneration and appointments committee, the Board of Directors decides on the variable compensation that members of the executive management are entitled to in relation to their activities for the following financial year. The Board of Directors also defines the amounts of variable compensation, as well as the performance criteria on which this compensation depends. Where appropriate, the terms of articles 520b, 520c and 525 of the Companies' Code are complied with.
The variable remuneration of the CEO for the year 2013 was set at the beginning of FY 2013 by the Remuneration Committee, based on the following targets, which proportionally represent a possible variable remuneration:
Each year, through an assessment interview with the Chairman of the board of directors, it will be determined whether the proposed objectives have been achieved, either in full or in part. This assessment (and any variable remuneration) will be discussed by the remuneration and nomination committee and then submitted to the next meeting of the board of directors.
The variable remuneration for the FY 2013 of the other members of the executive management was set at the beginning of FY 2013 by the Remuneration Committee based on:
Each year, through an assessment interview with the CEO, it will be determined whether the proposed objectives have been achieved, either in full or in part. This assessment (and any variable remuneration) will be discussed by the remuneration and nomination committee and then submitted to the next meeting of the board of directors.
During the year 2013, the executive management received the following fixed and variable remuneration91:
| Name | Fixed remuneration | Variable remuneration |
Pension compensation |
Other remuneration and advanages (*) |
Total |
|---|---|---|---|---|---|
| BVBA Jo De Wolf | 361.420,00 € | 116.930,00 € | 0,00 € | 0,00 € | 478.350,00 € |
| Other members of the executive management |
798.703,40 € | 174.857,60 € | 7.693,44 € | 16.595,00 € | 997.849,44 € |
| 1.160.123,40 € | 291.787,60 € | 7.693,44 € | 16.595,00 € | 1.476.199,44 € |
(*) Other elements contain the benefit of hospitalisation insurance, company car and mobile phone.
The remuneration of the other members of the executive management include both the amounts invoiced by the management companies (PDM cv, PSN Management BVBA and GCA Consult BVBA) and on the salaries for Peter Verlinde and Jean de Beaufort.
The contracts of executive management do not provide for any claim back clauses in relation to variable remuneration granted on the basis of incorrect financial data.
The CEO shall make each year an analysis and evaluation based on market terms, for the remuneration of the executive management. The summary of this analysis and evaluation will be discussed in by the CEO Together with the Chairman of the Board before it will be discussed in the remuneration committee.
The remuneration committee discusses the analysis and evaluation and makes a proposal for the remuneration of the whole Montea team, including the remuneration of the executive management, for approval in the next Board of Directors .
On the remuneration committee on 27 January 2014, the following objectives for 2014 were discussed for executive management and recorded :
For the CEO :
91 The executive management consits of six members (see section 5.10.4).
For the other members of the executive management :
A share option plan was approved at the meeting of the board of directors held on 14 November 2011 for all members of executive management, including executive directors. The main features of the share option plan are as follows:
As part of the approved option plan, the Board of Directors decided on 5th November 2012 to allocate a further 1,046 additional options to Jo De Wolf BVBA, represented by Mr Jo De Wolf, on the advice of the remuneration and appointments committee. This option plan is not linked in any way to any targets that any member of executive management may have in exercising their tasks.
The table below provides a summary of the beneficiaries from the option plan, with the number of options allocated, unexercised and unexpired options.
| Name | Number of |
|---|---|
| options | |
| Jo De Wolf BVBA, represented by Jo De Wolf | 6.446 |
| PSN Management BVBA, represented by Peter Snoeck | 3.900 |
| PDM cv, represented by Peter Demuynck | 3.900 |
| Peter Verlinde | 3.900 |
| DDP Management BVBA, represented by Dirk De Pauw | 1.300 |
| Jean de Beaufort | 3.900 |
The management agreement entered into between the CEO and Montea provides for a one-off equivalent payment of 6 months (fixed and variable part) in the event of the agreement being terminated prematurely.
The management agreements of the other members of executive management provide for the allocation of a oneoff equivalent payment of 1 to 12 months in the event of the agreement being terminated prematurely. The statutory terms regarding employment agreements are not departed from in the employment agreements.
The summary below gives an overview of the payments made on departure for members of executive management.
| Name | Departure fees |
|---|---|
| Jo De Wolf BVBA,represented by Jo De Wolf | 6 months |
| PSN Management BVBA, represented by Peter Snoeck | 12 months |
| PDM cv, represented by Peter Demuynck | 3 months (*) |
| Peter Verlinde | (**) |
| Jean de Beaufort | (**) |
| GCA Consult BVBA, represented byGriet Cappelle | 3 months (*) |
(*) this is increased by 1 month for each year of service, with a maximum of 6 months.
(**) payments made on departure are determined in accordance with the statutory terms regarding employment agreements.
The supervision of the executive management, in accordance with the Belgian Corporate Governance Code 2009, is the responsibility of the full Board of Directors of the Statutory Manager. In fulfilling this supervisory remit, the Board of Directors is assisted by two individuals, namely the Chairman of the Board of Directors of the Manager, and André Bosmans BVBA, represend by André Bosmans, who jointly collect the information required by the full Board of Directors for its deliberations and planning issues.
This supervision does not check the content of any acts by the persons responsible for daily management.
In its Corporate Governance Charter, Montea has special regulations to prevent market abuse.
It was within the framework of these special regulations for the prevention of market abuse that Mr Peter Verlinde (CFO) was appointed Compliance Officer of Montea.
The Auditor is appointed by the General Meeting of shareholders, and is chosen from the list of auditors approved by the FSMA. The Auditor is Ernst & Young Bedrijfsrevisoren, with registered office at 1831 Diegem, De Kleetlaan 2, represented by Ms Christel Weymeersch. The auditor was reappointed at the Annual General Meeting of May 21, 2013 for a term of three years until the annual meeting of 2016. This appointment was ratified by the extraordinary general meeting of August 13, 2013.
In accordance with the Belgian Company Code, the Auditor must perform the following duties. These duties are mainly related to the audit of accounting information in the annual financial statements.
The Auditor furthermore cooperates with the supervision by the FSMA and shall agree to:
For the financial year ending on 31 December 2013, the fixed fee from the auditor Ernst & Young Bedrijfsrevisoren, represented by Ms Christel Weymeersch, for the investigation and auditing of the statutory and consolidated accounts of the Montea group amounted to EUR 42,804.88 (excl. VAT). Besides the mentioned fees, no other fees paid are to the Auditor.
Article 6 of the Royal Decree regarding sicafis, provides that the sicafi's property should be valued by one or more independent property experts. The expert shall act in full independence and have the necessary professional reliability in real estate valuation and appropriate experience and has a suitable organisation for the fulfilment of its missions. The expert is appointed for a renewable term of three years. He may only be charged with the valuation of a particular property for a maximum period of three years.
The experts are "Crombrugghe & Partners", Herman-Debrouxlaan 54, 1160 Brussels, for the assets in Belgium and in the Netherlands92, "Deloitte France"93, 185 avenue Charles de Gaulle, 92200 Neuilly-sur-Seine, France, for property located in France.
At the meeting of the board of directors held on 14 November 2011, the appointment of Crombrugghe & Partners NV, represented by Mr Pascal van Humbeeck was approved for a period of 3 years. The contract may be terminated on an annual basis and is drawn up in accordance with the new RD.
Pursuant to Article 6, § 1, last paragraph of the Royal Decree regarding sicafis, the remuneration of the expert may be neither directly nor indirectly related to the value of the property submitted for his expertise.
The fees of the property experts are calculated on the basis of a fixed cost per site in Belgium, the Netherlands and France. The experts may also receive fees in connection with specific assignments.
These experts will determine and report the market value of the property in compliance with the applicable legal provisions for the valuation of the properties of the sicafi, which the expert shall take into account. The agreements between the parties remain subject and subordinate to the provisions of the Royal Decree of 7 December 2010 regarding sicafis, and in general to all the sicafi-applicable legal provisions, and to all current legal provisions, applicable to the sicafi, that may supplement or supersede them.
For the financial year ending 31 December 2013 the total amount of fees paid in the context of these tasks was EUR 119,100 (excl. VAT).
Pursuant to the new RD on sicafi, the obligation to appoint a depositary contained in the amended articles of association of 7 May 2011 was removed. The contract with the depositary was terminated on 31 August 2011 and came into effect 3 months after the date of the registered letter, i.e. 30 November 2011.
The entities charged with the financial services of the company are:
For the Netherlands, no person charged with the financial services was appointed.
92 For the building in Almere, de Crombrugghe & Partners NV, represented by P. Van Humbeek, has been assisted by Troostwijk BV. The sicafi, finalizes togheter with de Crombrugghe & Partners NV, for the moment the contract with a real estate experte in the Netherlands.
93 Deloitte France is the same real estate expert as Drivers Jonas France, that has been merged in the year 2013 by Deloitte France.
Implementation of these financial services had a total cost of EUR 6,478 in 2013 (EUR 6,339 fixed remuneration and EUR 139 variable remuneration). This fee includes both a fixed fee per year and a variable fee for each dividend paid for non-registered shares.
Montea has no activities in the field of research and development.
In accordance with Article 523 of the Belgian Company Code, any director who, directly or indirectly, holds a real estate interest that conflicts with a decision or action falling under the jurisdiction of the Board, must disclose this to the other members of the Board and must abstain from the deliberations of the Board.
In accordance with Article 524 of the Belgian Company Code, any decision or operation relating to the relations between the company and an affiliated company (other than the subsidiaries) and between the subsidiaries of the company and an affiliated company (other than a subsidiary), must be the subject of a special report to be prepared by three independent directors who are assisted by an independent expert.
During the year 2013, the Board of Directors did not need to apply the procedures in Articles 523 and 524 of the Code of Companies.
In accordance with Article 18 of the Royal Decree regarding sicafis, the FSMA must be informed when an operation should result in any advantage for certain parties listed in this Article. The sicafi should report the importance of the operation and the fact that the proposed operation is situated within the investment field. These operations must also be made on market conditions and should be made public immediately. Pursuant to Article 31, § 2 of Royal Decree of 7 December 2010, the fair value, as determined by the expert in a transaction with the listed parties in Article 18, shall be the maximum price when the sicafi acquires property or the minimum price when the sicafi disposes property. It should also be explained in the annual report.
During the year, the Company has carried out the following transactions in application of Art. 18 of the RD Sicafis:
94 For more information we refer to the press release of 24/06/2013 or www.montea.com.
There were no major settlements and/or agreements with major shareholders, clients, suppliers or other persons on the grounds of which persons were selected as members of the directorial, management or supervisory bodies, or as members of the company management.
Any person who directly or indirectly acquires voting securities of the company, should declare to the FSMA, as well as to the company, the number of securities that he/she owns, when voting rights pertaining to the voting rights securities that he/she holds, actively or passively exceed the statutory threshold of 3% of the total voting rights pertaining to the securities of the company. The same notification is also required to transfer, directly or indirectly, voting rights securities, if as a result, the voting rights fall below this 3% threshold. The provisions of Articles 6 to 17 of the Act of 2 May 2007, on the disclosure of major holdings in issuers whose shares are admitted to trading on a regulated market, shall apply to the aforementioned quotas.
This provision is without prejudice to the obligation to notify in case the legal thresholds95 of 5%, 10%, 15%, etc., each time at intervals of 5% points, are reached or fall below that threshold.
The capital (EUR 138,767,393.88) is represented by 6,808,962 shares. There are no privileged shares. Each of these shares confer one vote at the General Meeting and these shares represent therefore the denominator for purposes of notification in case of reaching, exceeding or falling below the statutory or regulatory thresholds (transparency regulations).
Montea is headed by a Manager, Montea Management NV, in its capacity as managing partner. Montea Management NV was appointed statutory as of 1 October 2006 for a period of 10 years. The main consequence of the fact that Montea is a general partnership is that the Manager, Montea Management NV, has, under the articles of association, extensive powers and even a veto right regarding important decisions and statute amendments97.
Montea Management NV, for the performance of the contract as Manager for and on behalf of the company, is represented by a permanent representative in accordance with Article 61 para 2 of the Company Code. The Manager may submit his/her resignation at any time.
95 Act of May 2, 2007 concerning the disclosure of major holdings in issuers whose shares are admitted to trading on a regulated market.
96 Unless stated otherwise in the following paragraph, Montea confirms that the other elements of Article 34 of the Royal decision of November 14, 2007 do not apply.
97 See also Article 28 of the articles of association of Montea Comm. VA concerning the decision-making.
The mandate of Manager can only be revoked by a court order after a claim by a General Meeting of Montea on the basis of reasonable grounds is established. When the general meeting must decide on this issue, the Manager shall not vote. The Manager continues to exercise his duties until his resignation, following a court decision, which has the force of res judicata. The Manager must be organized in such a way that, in the framework of its Board of Directors, at least two individuals in a group are jointly responsible for monitoring the person(s) responsible for the executive management of operations in the interest of Montea.
The members of the supervisory bodies of the Manager need to possess the professional reliability and the required experience as prescribed by the RD on sicafi and the ICB-Law.
Respecting the members of the supervisory body or executive committee of the Manager, in case of loss of the professional reliability and the required experience, as required by the Royal Decree on sicafi, the Manager or the auditor(s) must convene a General Meeting of Montea Comm.VA with on the agenda the possible adoption of the loss of these requirements and the actions to be taken.
If one or more members of the bodies entrusted with the management or the executive management of the Manager no longer meet the above requirements, the Manager must replace them within the month. When this period has expired, a General Meeting of Montea must be convened, as described above, without prejudice to the measures that can be taken by the FSMA in connection with the exercise of its powers.
The mission of the Manager consists, in particular, of taking all actions that are useful or necessary for achieving the civic objectives of Montea, with the exception of those that are reserved by law or under the articles of association for the General Meeting of Montea. The Manager may increase the capital of Montea within the limits of the authorised capital.
The Manager has the explicit authorisation of increasing the share capital one or more times, to a maximum amount of EUR 108,000,000 and in accordance with the procedures approved by the Manager and in accordance with the rules established by the Belgian Company Code and the Royal Decree on sicafi. The Manager was authorized for this by the extraordinary general meeting of 17 May 2011. Pursuant to Article 7 of the Montea Comm. VA articles of association, this authorisation is granted for a period of 5 years (until 22 June 2016). These capital increases may be in cash, by contribution in kind or by the conversion of reserves.
Following the decision by the Board of Directors in the context of the authorized capital for the capital raising on 19th December 2013, the balance of the authorized capital is now EUR 76,377,004.84. The balance of the authorized capital takes account of the issue premium.
Montea can repurchase its own shares or pledge these in accordance with a decision by the General Meeting, pursuant to the provisions of the Belgian Company Code. The same Meeting also sets the conditions for the disposal of these shares.
On 17th September 2012, Montea announced its decision98 to implement a programme to buy back its own shares up to a maximum of EUR 0.75 million, based on the consent granted at the extraordinary general meeting of shareholders on 17th May 2011. This programme began on 18th September 2012 and ended on 31st December 2012. This buy-back programme was part of the approved option plan at Montea.
In total, 23,346 Montea shares were bought back for a total acquisition value of EUR 636,329. In line with IFRS rules, a separate reserve for this amount was established in the consolidated accounts.
There are no significant agreements to which Montea is party and that are liable, have been modified or have expired, when the monitoring of the issuer would change as a result of a public takeover bid.
98 See press release of 17 September 2012.
The Montea share is aimed at private and institutional investors from Belgium and overseas who are attracted by an indirect investment in logistics and semi-industrial property (industrial parks) and who aim at a high dividend return with a moderate risk profile.
Since October 2006 the Montea share is listed on Euronext Brussels' continuous market (MONT) and since January 2007 on Euronext Paris (MONTP). It is part of the compartment C (Small Caps).
Based on the closing price on 31/12/2013 (EUR 31.65), Montea shares were 41.1% above the value of the net assets per share (excl. IAS39).
Taking account of the closing price on 31/12/2013, Montea shares rose by 11.4% (17.2% if the average price over 2013 and 2012 is taken into account.
Montea's board of directors will propose to the General Meeting that a dividend of EUR 1.97 per share be paid. This corresponds with a net dividend of EUR 1.4775 per share.
Key figures for the Montea share:
| STOCK MARKET PERFORMANCE | 31/12/2013 | 31/12/2012 |
|---|---|---|
| Share price (€) | ||
| At closing | 31,65 | 28,40 |
| Highest | 34,00 | 28,70 |
| Lowest | 27,51 | 23,91 |
| Average | 30,80 | 26,27 |
| Net asset value / share (€) | ||
| Incl. IAS 39 (*) | 20,39 | 19,18 |
| Excl. IAS 39 (*) | 22,43 | 22,17 |
| Premium / (discount) (%) | 41,1% | 28,1% |
| Dividend return (%) | 6,2% | 6,8% |
| Dividend (€) | ||
| Gross | 1,97 | 1,93 |
| Net | 1,48 | 1,45 |
| Volume (number of securities) | ||
| Average daily volume | 1.453 | 1.027 |
| Volume of the period | 370.419 | 261.919 |
| Number of shares | 6.808.962 | 6.448.274 |
| Market capitalisation ('000 euro) | ||
| Market capitalisation at closing | 215.504 | 183.131 |
| Free Float | 40,8% | 40,8% |
| Ratios (%) | ||
| Velocity | 5,7% | 4,1% |
Return on Dividend (%): Gross dividend divided by the average share price.
Free Float "Velocity": Volume over the period divided by the number of shares of the Free Float.
In the press release of 02/13/2014 the Velocity% was erroneously listed at 4.6%. 4.1% is the correct amount.
| Number of issued shares | 6.808.962 | |
|---|---|---|
| Family De Pauw | 1.459.895 | 21,4% |
| Belfius Insurance | 898.139 | 13,2% |
| Banimmo NV | 833.934 | 12,2% |
| Federale Verzekering | 690.058 | 10,1% |
| Family De Smet | 251.459 | 3,7% |
| Own shares | 23.346 | 0,3% |
| Public (Free float) | 2.652.131 | 39,0% |
All shareholders have the same voting rights. Each share gives the right to one vote. Major holdings about which Montea was briefed in application of the transparency legislation are posted on www.montea.com, based on the transparency disclosures that Montea has received.
As a statutory manager Montea Management NV has, in accordance with Article 659 of the Belgian Company Code, a veto against decisions of the General Meeting representing the interests of the Company to third parties or which relate to amending the articles of association.
The silent partners are responsible for the debts and losses of Montea only up to the sum of their contribution, on condition that they do not carry out any act of management.
Typical of the limited partnership by shares is that the statutory Manager has a veto on all important decisions of the General Meeting.
The Family De Pauw consists of:
They own 21.4% of the voting rights of Montea Comm. VA.
The family De Pauw acts in concert. This is also shown in the notifications made to the FSMA, in press releases and this information can also be found on the Montea website.
Dirk De Pauw is permanent representative of BVBA DDP Management, as already mentioned in the annual report. The BVBA DDP Management is director of the Montea Management NV. Peter Snoeck is permanent representative of BVBA PSN MANAGEMENT, as already mentioned in the annual report. Peter Snoeck is the husband of Dominika De Pauw.
The Family De Smet consists of:
They own 3.7% of the voting rights of Montea Comm. VA.
The Family De Smet act in concern as shown by the notification that was given to the FSMA and in the information that can be found on the Montea website.
As a benchmark player in the logistics and semi-industrial property sector, Montea makes every effort to conduct itself as a socially responsible company. For this reason, Montea is involved in an ongoing improvement process in which economic, environmental and social considerations are systematically taken into account in the way the business is conducted on a day-to-day basis. Montea aims not only to comply with statutory requirements, but through its initiatives and actions, seeks to go further than the legislation in effect.
Montea's management is convinced that taking a responsible approach to these activities is a decisive factor in the company's sustainability.
Montea has implemented, together with its outside specialists, its own "Blue Label". The plan encompasses Montea's overall approach with regard to sustainability, both for its existing portfolio and for new investments.
There are various standards worldwide in relation to sustainability for the property sector. The best known of these are: HQE (France), BREEAM (UK standard) and LEED (US standard). Montea has included the most important standards in its "Blue Label" plan.
On 10th December 2013, Montea was presented by the Lean and Green Award by Minister Joke Schauvliege for its efforts made regarding the sustainability of its property portfolio.
As a member of the VIL (Flemish Logistics Institute), Montea supports the Lean and Green sustainability programme. Lean and Green encourages and supports companies in making
dramatic reductions to their CO2 emissions. Given that Montea is very much involved with sustainability and making its property portfolio sustainable, it was the ideal time to join in with this project.
By obtaining this additional independent recognition, Montea is able to pass on its sustainability targets to both its partners (contractors, architects, suppliers, etc.) and to its tenants. At Montea, we are convinced that we, as the owner of logistics buildings, can act as the catalyst to promote the Lean and Green programme with our tenants and in so doing develop a coherent concept on sustainability. DHL Freight, VDAB, Coca-Cola Enterprises Belgium and Norbert Dentressangle are all Montea tenants that have received the Lean and Green Award.
As a responsible company, Montea is well aware of the potential consequences of its business activities for the environment in the broad sense of the word and as such it subscribes to targets in relation to sustainable development.
The Company undertakes to manage its property assets with respect for the following aspects:
Montea has developed a rational policy aimed at optimising the use of energy.
In 2012 the programme regarding energy scans was further optimised, along with the implementation of Life Cycle Analyses. On the basis of these detailed analyses and additional energy calculations a complete study was performed for the sites in Mechelen and Puurs.
This study enabled Montea to draw up a full investment programme with these items:
With this in-depth study Montea confirms its focus on optimising the sustainability and quality of its real estate portfolio.
In 2012, Montea also took the initiative to equip the sites at Erembodegem, Mechelen, Milmort and Heppignies with a monitoring system. This monitoring enables Montea to monitor its energy management closely and to make adjustments when there is extreme consumption.
From the monitoring mentioned above, the total energy produced from the PV installations is up to the forecast expectations: 2.35 MWh was produced by the solar panels, representing a saving of 600 tons of CO2 emissions.
Depending on their operations, our tenants use up to 90% of the solar energy produced. Each quarter, we inform our tenants about the solar energy generated, as well as the solar energy consumed locally and the financial benefit.
At the end of 2011, a Facility Management programme was introduced. This programme is an internal management system and also provides tenants with access to a secure "My Montea" web portal. The Facility Management programme features the following applications:
Implementation of the Facility Management programme fits in perfectly with the "Blue Label" plan and the transparency that Montea wishes to give its tenants and partners.
Montea encourages its tenants to sort their waste, making separate containers available and offering solutions for waste collection.
| CONSOLIDATED | 31/12/2013 | 31/12/2012 | 31/12/2011 | ||
|---|---|---|---|---|---|
| BALANCE SHEET (EUR x 1.000) | Note | Conso | Conso | Conso | |
| I. | NON-CURRENT ASSETS | 320.347 | 290.230 | 253.631 | |
| A. Goodwill | 0 | 0 | 0 | ||
| B. Intangible assets | 19 | 114 | 141 | 52 | |
| C. Investment properties | 20 | 312.545 | 282.100 | 245.131 | |
| D. Other tangible assets | 21 | 7.651 | 7.883 | 8.087 | |
| E. Non-current financial assets | 22 | 0 | 0 | 0 | |
| F. Finance lease receivables | 0 | 0 | 0 | ||
| G. Trade receivables and other non-current assets | 23 | 37 | 105 | 361 | |
| H. Deferred taxes (assets) | 0 | 0 | 0 | ||
| I. Participations in associates and joint ventures according to the equity method | 0 | 0 | 0 | ||
| II. | CURRENT ASSETS | 19.450 | 17.269 | 15.851 | |
| A. Assets held for sale | 24 | 0 | 2.225 | 2.541 | |
| B. Current financial assets | 0 | 0 | 0 | ||
| C. Finance lease receivables | 0 | 0 | 0 | ||
| D. Trade receivables | 25 | 6.978 | 5.720 | 6.269 | |
| E. Tax receivables and other current assets | 26 | 638 | 844 | 989 | |
| F. Cash and cash equivalents | 27 | 4.092 | 7.007 | 4.948 | |
| G. Deferred charges and accrued income | 28 | 7.741 | 1.472 | 1.104 | |
| TOTAL ASSETS | 339.797 | 307.498 | 269.482 | ||
| TOTAL SHAREHOLDERS' EQUITY | 138.967 | 123.763 | 117.001 | ||
| I. | Shareholders' equity attributable to shareholders of the parent company | 138.869 | 123.663 | 116.896 | |
| A. Share capital | 29 | 137.537 | 128.340 | 107.329 | |
| B. Share premiums | 29 | 1.771 | 533 | 543 | |
| C. Reserves | 30 | -16.410 | -2.108 | 9.322 | |
| D. Net result of the financial year | 31 | 15.970 | -3.102 | -297 | |
| II. | Minority interests | 32 | 98 | 100 | 104 |
| LIABILITIES | 200.831 | 183.735 | 152.481 | ||
| I. | Non-current liabilities | 158.798 | 141.898 | 116.055 | |
| A. Provisions | 33 | 0 | 208 | 0 | |
| B. Non-current financial debts | 34 | 144.517 | 121.913 | 104.320 | |
| C. Other non-current financial liabilities | 35 | 13.830 | 19.327 | 11.304 | |
| D. Trade debts and other non-current debts | 0 | 0 | 0 | ||
| E. Other non-current liabilities | 36 | 452 | 450 | 431 | |
| F. Deferred taxes - liabilities | 0 | 0 | 0 | ||
| II. | Current liabilities | 42.032 | 41.837 | 36.425 | |
| A. Provisions | 37 | 0 | 0 | 1.200 | |
| B. Current financial debts | 34 | 28.529 | 31.851 | 26.782 | |
| C. Other current financial liabilities | 0 | 0 | 0 | ||
| D. Trade debts and other current debts | 38 | 3.365 | 3.184 | 2.735 | |
| E. Other current liabilities | 38 | 2.610 | 439 | 194 | |
| F. Accrued charges and deferred income | 39 | 7.528 | 6.364 | 5.514 | |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 339.797 | 307.498 | 269.482 |
99 There is no significant change in the financial or trading position of the group which has occurred since the end of the last financial period for which either audited financial information or interim financial information have been published.
| CONSOLIDATED | 31/12/2013 | 31/12/2012 | 31/12/2011 | ||
|---|---|---|---|---|---|
| PROFIT & LOSS ACCOUNT (EUR x 1,000) | Note | 12 months | 12 months | 12 months | |
| I. | Rental income | 1 | 24.038 | 19.849 | 19.372 |
| II. | Write-back of lease payments sold and discounted | 0 | 0 | 0 | |
| III. | Rental-related expenses | 2 | -379 | 78 | -97 |
| NET RENTAL RESULT | 23.659 | 19.927 | 19.275 | ||
| IV. | Recovery of property charges | 0 | 0 | 0 | |
| V. | Recovery of charges and taxes normally payable by tenants on let properties | 3 | 3.910 | 3.546 | 3.256 |
| VI. | Costs payable by tenants and borne by the landlord for rental damage and refurbishment | 0 | 0 | 0 | |
| at end of lease | |||||
| VII. | Charges and taxes normally payable by tenants on let properties | 3 | -4.803 | -4.463 | -4.069 |
| VIII. | Other rental-related income and expenses PROPERTY RESULT |
4 | 1.244 24.010 |
1.498 20.508 |
607 19.069 |
| IX. | Technical costs | 5 | -14 | -29 | -53 |
| X. | Commercial costs | 6 | -111 | -91 | -135 |
| XI. | Charges and taxes of un-let properties | 7 | -255 | -174 | 0 |
| XII. | Property management costs | 8 | -244 | -637 | -702 |
| XIII. | Other property charges | 9 | -83 | -115 | -102 |
| PROPERTY CHARGES | -708 | -1.046 | -992 | ||
| PROPERTY OPERATING RESULT | 23.302 | 19.462 | 18.078 | ||
| XIV. | General corporate expenses | 10 | -3.573 | -2.938 | -2.620 |
| XV. | Other operating income and expenses | 11 | 163 | 231 | -952 |
| OPERATING RESULT BEFORE PORTFOLIO RESULT | 19.892 | 16.756 | 14.506 | ||
| XVI. | Result on disposal of investment properties | 12 | 1.107 | 362 | 0 |
| XVII. Result on disposal of other non-financial assets | 0 | 0 | 0 | ||
| XVIII. Changes in fair value of investment properties | 13 | -4.130 | -6.692 | -4.420 | |
| XIX. | Other portfolio result | 0 | 0 | 0 | |
| OPERATING RESULT | 16.870 | 10.425 | 10.086 | ||
| XX. | Financial income | 14 | 49 | 178 | 84 |
| XXI. | Net interest charges | 15 | -6.219 | -5.537 | -5.478 |
| XXII. Other financial charges | 16 | -36 | -110 | -30 | |
| XXIII. Change in fair value of financial assets & liabilities | 17 | 5.497 | -8.023 | -4.918 | |
| FINANCIAL RESULT | -708 | -13.492 | -10.341 | ||
| XXIV. Share in the result of associates and joint ventures | 0 | 0 | 0 | ||
| PRE-TAX RESULT | 16.161 | -3.067 | -255 | ||
| XXV. Corporation tax | 18 | -193 | -39 | -38 | |
| XXVI. Exit tax | 0 | 0 | 0 | ||
| TAXES NET RESULT |
-193 15.969 |
-39 -3.106 |
-38 -293 |
||
| Attributable to: | |||||
| Shareholders of the parent company | -15.970 | -3.102 | -297 | ||
| Minority interests | 2 | -4 | 4 | ||
| NET CURRENT RESULT | 18.991 | 3.224 | 4.127 | ||
| NET CURRENT RESULT (excl. IAS 39) | 13.494 | 11.248 | 9.044 | ||
| Number of shares in circulation entitled to the result of the period (SHARES) | 6.587.896 | 5.634.126 | 5.634.126 | ||
| Number of weighted number average of shares before the period | 6.536.507 | 5.701.972 | 5.634.126 | ||
| Number of shares at the end of the period (SHARES) | 6.808.962 | 6.448.274 | 5.634.126 | ||
| NET RESULT PER SHARE (EUR) | 2,42 | -0,55 | -0,05 | ||
| NET OPERATING RESULT PER SHARE (excl. IAS39) / number of shares, participating in | 2,05 | 2,00 | 1,61 | ||
| the result (EUR) | |||||
| NET RESULT PER SHARE / weighted number average of shares (EUR) | 2,44 | -0,54 | -0,05 | ||
| NET CURRENT RESULT PER SHARE (excl. IAS 39) (EUR) | 2,05 | 2,00 | 1,61 |
100 The consolidated statement of comprehensive income before allocation at December 31, taking into account 6,587,896 shares entitled to share in the profit for the 2013 financial year. The total number of shares amounts to 6,808,962 at the end of the year 2013. The difference regards the issue of 221,066 shares at December 18, 2013 as a result of the contribution in kind. These shares are not entitled to share in the profit and dividend for the 2013 financial year.
− The number of weighted shares;
The net operating result is equal to the net income excluding gains or losses on the portfolio (XVI to XIX of the consolidated statement of comprehensive income for profit sharing).
The net operating result (IAS 39) is equal to net income excluding the valuation of hedging instruments (see XXIII of the consolidated statement of comprehensive income for profits and excluding results on the portfolio (XVI to XIX of the consolidated statement of comprehensive income for profit sharing).
The net operating result (IAS 39 ) is equal to the net income excluding the valuation of hedging instruments (see XXIII of the consolidated statement of comprehensive income for profits and excluding the results on the portfolio (XVI to XIX of the consolidated statement of comprehensive income for profit sharing) .
Montea reported in the consolidated statement of comprehensive income before distribution by December 31, 2013, the net operatingt result per share excluding IAS 39 and net earnings per share , based on :
− The number of shares participating in the result ;
Diluted earnings per share (both for the net current result (exc. IAS 39), as well as the net profit) is equal to the net income and net operating result per share excluding IAS 39, according to the weighted number of shares.
| ABBREVIATED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (EUR x 1,000) |
31/12/2013 12 months |
31/12/2012 12 months |
31/12/2011 12 months |
|---|---|---|---|
| Net result | 15.969 | -3.106 | -293 |
| Items taken in the result | -1.286 | -1.196 | 467 |
| Impact on fair value of estimated transfer rights and costs resulting from hypothetical disposal of investments properties |
-1.095 | -1.068 | -1.099 |
| Impact of changes in fair value of solar panels | -191 | -128 | 1.566 |
| Changes in the effective part of the fair value of authorized cash flow hedges | 0 | 0 | 0 |
| Items not taken in the result | 0 | 0 | 0 |
| Comprehensive income | 14.682 | -4.302 | 173 |
| Attributable to: | |||
| Shareholders of the parent company | 14.684 | -4.297 | 170 |
| Minority interests | -2 | -4 | 4 |
| CONSOLIDATED CASH FLOW STATEMENT (EUR x 1.000) |
31/12/2013 12 months |
31/12/2012 12 months |
31/12/2011 12 months |
|---|---|---|---|
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE FINANCIAL YEAR | 7.007 | 4.948 | 14.119 |
| Net result | 15.969 | -3.106 | -293 |
| Financial cash elements (not dedectable of the net profit) to become the operating result | 6.206 | 5.469 | 5.424 |
| Received interests | -49 | -178 | -84 |
| Payed interests on finances | 6.255 | 5.647 | 5.508 |
| Received dividends | 0 | 0 | 0 |
| Taxes (dedected from the net result) to become the operating result | 193 | -39 | -38 |
| Non-cash elements to be added to / deducted from the result | -2.448 | 13.270 | 10.849 |
| Depreciations and write-downs | 220 | 77 | 274 |
| Depreciations/write-downs (or write-back) on intangible and tangible assets (+/-) | 154 | 155 | 177 |
| Write-downs on current assets (+) | 143 | 26 | 136 |
| Write-back of write-downs on current assets (-) | -77 | -104 | -39 |
| Other non-cash elements | -2.668 | 13.193 | 10.538 |
| Changes in fair value of investment properties (+/-) | 4.130 | 6.692 | 4.420 |
| IAS 39 impact (+/-) | -5.497 | 8.023 | 4.918 |
| Other elements | 0 | ||
| Realized gain on disposal of investment properties | -1.107 | -362 | 0 |
| Provisions | 0 | -1.200 | 1.200 |
| NET CASH FROM OPERATING ACTIVITIES BEFORE CHANGE IN WORKING | 19.919 | 15.594 | 15.942 |
| CAPITAL REQUIREMENTS Change in working capital requirements |
-3.846 | 2.201 | 42 |
| -7.363 | 658 | 40 | |
| Movements in asset items Trade receivables |
23 | 256 | 215 |
| Other long-term non-current assets | -1.324 | 626 | -151 |
| Other current assets | 206 | 144 | 420 |
| Deferred charges and accrued income | -6.269 | -368 | -445 |
| Movements in liability items | 3.517 | 1.543 | 2 |
| Trade debts | -112 | 244 | -790 |
| Taxes, social charges and salary debts | 293 | 205 | 261 |
| Other current liabilities | 2.171 | 246 | -591 |
| Accrued charges and deferred income | 1.165 | 849 | 1.122 |
| NET CASH FLOW FROM OPERATING ACTIVITIES (A) | 23.080 | 22.744 | 30.103 |
| Investment activities | -31.420 | -43.152 | -24.312 |
| Acquisition of intangible assets | -18 | -119 | 0 |
| Investment properties and development projects | -43.623 | -47.633 | -20.751 |
| Other tangible assets | -26 | -9 | -21 |
| Solar panels | -4 | -2 | -6.336 |
| Disposal of investment properties | 4.895 | 4.612 | 2.796 |
| Disposal of superficy | 6.901 | 0 | 0 |
| NET CASH FLOW FROM INVESTMENT ACTIVITIES (B) | -31.420 | -43.152 | -24.312 |
| FREE CASH FLOW (A+B) | -8.340 | -20.408 | 5.791 |
| Change in financial liabilities and financial debts | 19.284 | 22.681 | 12.960 |
| Increase (+)/Decrease (-) in financial debts | 19.282 | 22.661 | 12.897 |
| Increase (+)/Decrease (-) in other financial liabilities | 2 | 19 | 63 |
| Increase (+)/Decrease (-) in trade debts and other non-current liabilities | 0 | 0 | 0 |
| Change in other liabilities | -208 | 208 | 0 |
| Increase (+)/Decrease (-) in other liabilities | -208 | 208 | 0 |
| Increase (+)/Decrease (-) in other debts | 0 | 0 | 0 |
| Change in shareholders' equity | -438 | 9.995 | -8.379 |
| Increase (+)/Decrease (-) in share capital | 9.197 | 21.011 | 0 |
| Increase (+)/Decrease (-) in share premium | 1.239 0 |
-10 0 |
0 0 |
| Increase (+)/Decrease (-) in consolidation differences Dividends paid |
-10.874 | -10.367 | -8.379 |
| Increase (+)/Decrease (-) in reserves | 0 | -639 | 0 |
| Increase (+)/Decrease (-) in changes in fair value of financial assets/liabilities | 0 | 0 | 0 |
| Disposal of treasury shares | 0 | 0 | 0 |
| Dividend paid (+ profit-sharing scheme) | 0 | 0 | 0 |
| Interim dividends paid (-) | 0 | 0 | 0 |
| Financial cash elements | -6.206 | -5.469 | -5.424 |
| NET FINANCIAL CASH FLOW (C) | 12.432 | 27.415 | -843 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE FINANCIAL YEAR (A+B+C) | 4.092 | 7.007 | 4.948 |
| CHANGES IN SHAREHOLDERS' EQUITY (EUR x 1,000) |
Share capital | Share premiums | Reserves | Result | Deduction of transfer rights and costs |
Minority interests | Shareholders' equity |
|---|---|---|---|---|---|---|---|
| ON 31/12/2011 | 107.329 | 543 | 18.958 | -297 | -9.636 | 104 | 117.001 |
| Elements directly recognized as equity | |||||||
| Capital increase | 20.998 | 0 | 0 | 0 | 0 | 0 | 20.998 |
| Impact on fair value of estimated transfer rights and costs resulting from hypothetical disposal of investment properties |
0 | 0 | 1.068 | 0 | -1.068 | 0 | 0 |
| Positive change in value of solar panels (IAS 16) | 0 | 0 | -127 | 0 | 0 | 0 | -127 |
| Own shares | 0 | 0 | -639 | 0 | 0 | 0 | -639 |
| Own shares held for employee option plan | 0 | 0 | 0 | 0 | 0 | 0 | 3 |
| Minority interests | 0 | 0 | 0 | 0 | 0 | -4 | -4 |
| Corrections | 0 | -10 | 0 | 0 | 0 | 0 | 0 |
| Subtotal | 128.340 | 533 | 19.260 | -297 | -10.704 | 100 | 137.232 |
| Dividends | 0 | 0 | -10.367 | 0 | 0 | 0 | -10.367 |
| Result carried forward | 0 | 0 | -297 | 297 | 0 | 0 | 0 |
| Result for the financial year | 0 | 0 | 0 | -3.102 | 0 | 0 | -3.102 |
| ON 31/12/2012 | 128.340 | 533 | 8.596 | -3.102 | -10.704 | 100 | 123.763 |
| Elements directly recognized as equity | |||||||
| Capital increase | 9.197 | 1.238 | 0 | 0 | 0 | 0 | 10.435 |
| Impact on fair value of estimated transfer rights and costs resulting from hypothetical disposal of investment properties |
0 | 0 | -1.095 | 0 | 1.095 | 0 | 0 |
| Positive change in value of solar panels (IAS 16) | 0 | 0 | -191 | 0 | 0 | 0 | -191 |
| Own shares | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Own shares held for employee option plan | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Minority interests | 0 | 0 | 0 | 0 | 0 | -2 | -2 |
| Corrections | 0 | 0 | -135 | 0 | 0 | 0 | -135 |
| Subtotal | 137.537 | 1.771 | 7.175 | -3.102 | -9.609 | 98 | 133.870 |
| Dividends | 0 | 0 | -10.874 | 0 | 0 | 0 | -10.874 |
| Result carried forward | 0 | 0 | -3.102 | 3.102 | 0 | 0 | 0 |
| Result for the financial year | 0 | 0 0 |
0 0 |
15.971 0 |
0 0 |
0 0 |
15.971 0 |
| ON 31/12/2012 | 137.537 | 1.771 | -6.801 | 15.971 | -9.609 | 98 | 138.967 |
(1) + (2) The total of the reserves shown in the balance sheet under "C. Reserves" consist of the "Reserves (1)" and the "Deduction Right of transfer taxes and charges (2)."
For more information about the table above, please see Notes 29, 30, 30.1, 30.2, 31 and 32.
The financial statements of the company are prepared in accordance with the requirements of the International Financial Reporting Standards (IFRS), with those approved by the EU, with those issued by the International Accounting Standards Board (IASB) and with those interpreted by the International Financial Interpretations Committee of the IASB. The consolidated financial statements are prepared on the basis of historical cost except for the investment property (including the projects) and financial instruments that are booked at fair value assets. When the figures are indicated in thousands of euro, there may be slight rounding-off differences.
Subsidiaries are entities over which the company exercises control. By "control" over a company is meant the power by law or in fact to exert a decisive influence on the appointment of the majority of directors or managers or on the orientation of the policy (for more information on "control" refer to IAS27).
The financial statements of subsidiaries are included into the consolidated annual accounts from the date of acquisition up to the end of the company's exercise of control. Where necessary, the valuation of the subsidiaries is amended to be consistent with the principles adopted by the group management.
The financial statements of subsidiaries apply to the same accounting period as that of the consolidating company. The minority interests are the interests in the subsidiaries that are not held directly or indirectly by the group.
Intra-group balances and transactions and any unrealized profits within the group are eliminated in proportion to the Group's interest in the company. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no indication of value loss ("impairment").
The preparation of consolidated financial statements in accordance with IFRS requires good management to make assessments, estimates and assumptions that may apply to the policies and regulations, and reporting the assets and liabilities, income and expenditure. The estimates and associated assumptions are based on historical events and various factors that are considered reasonable in such circumstances. The actual results may deviate from these estimates. The estimates and underlying assumptions are revised on an ongoing basis. Revision and accounting estimates are recognized in the period in which the estimate is revised, both when the estimate impacts the audited financial year and when the estimate impacts the future. As of 31 December 2012, there are no significant assumptions concerning the future and other key sources of estimation uncertainty on the balance sheet, which would carry a significant risk of material adjustment to the book value of assets and liabilities for the next financial year.
101 For all the companies included in the consolidation, we refer to section 8.1.7 of this report. With the exception of Montea Management NV, statutory manager of Montea Comm.VA, all companies are listed under 8.1.7, included in the consolidation.
Investment properties comprise all lands and buildings that can be leased and which (wholly or partly) generate rental income, including buildings where a limited portion is held for the firm's own use. In accordance with IAS 40, investment property is valued at fair value. An external, independent expert, De Crombrugghe & Partners in Belgium and Drivers Jonas in France make a quarterly valuation of the property portfolio. Any gain or loss, after the acquisition of a building, as a result of a change in fair value is booked in the income statement. The valuation is carried out in accordance with the method of incorporation of rental income as set forth in the International Valuation Standards 2005, published by the International Valuation Standards Committee.
The fair value corresponds to the price a third party investor would be willing to pay for each of the buildings in the portfolio acquisition. The fair value should reflect the current leases, the current cash flows and reasonable assumptions regarding the expected rental income and expenses. The sale of an investment property is usually subject to payment to the public authorities of the registration fees or a tax on added value. As to the extent of these registration rights, the Belgian Association of Asset Managers (BEAMA) published a communication on this issue on 8 February 2006. After analyzing a large number of transactions it was decided that the impact of the acquisition costs on significant investment property that exceeds a value of EUR 2,500,000, shall be limited to 2.5%. The investment value corresponds to the fair value with an additional 2.5% for acquisition costs.
The fair value is thus to be calculated by dividing the value less legal charges by 1.025. Items below the threshold of EUR 2,500,000 remain subject to the usual registration fee and their fair value therefore corresponds with the value exclusive of registration, notary and VAT, and taking into account the current leases. The impact on the fair value of the estimated cost to change rights and notional transfer of the investment property is shown as a separate section of shareholders' equity (section I.F.). The net change in fair value of investment property is shown in the income statement under the section XVIII.
Property to be constructed or developed for future use as investment property is recorded under the heading "investment properties" (incl. project developments) and will be valued at fair value.
All costs directly related to the development are capitalized, and the directly attributable interest expenses are capitalized in accordance with the provisions of IAS 23-financial costs.
All tangible current assets which neither meet the definition of investment property, nor the definition of development project have been catalogued under this section. Other tangible current assets are initially recorded at cost and valued in accordance with the cost model. Grants are deducted from the cost. Additional costs are only capitalised if the future economic benefits related to tangible current assets increase for the company. Other tangible current assets are depreciated on the basis of the linear depreciation method. The following rates will apply on an annual basis:
If the asset is subject to a special value loss, the book value is compared to the recoverable value. If the latter is lower, a special write-in will be taken dependent on the outcome for the difference.
Solar panels are valued on the basis of the revaluation model in accordance with IAS 16 – Tangible non-current assets. After the initial take-up, an asset for which the fair value can be reliably established needs to be entered in the accounts at the revalued value, i.e. the fair value at the time of revaluation, minus any depreciations accumulated later and any extraordinary reductions in value accumulated later. The fair value is determined based on the discounting method of future returns.
The service life of the solar panels is estimated at 20 years.
The solar panels are evaluated on a quarterly basis.
Gains recorded at the start-up of a new site are stated in a separate component of shareholders' equity. Losses are also recorded in this component, except where they are realized or unless the fair value falls below the initial cost. In these latter cases, they are recorded in the result.
Long-term receivables are valued on the basis of their discounted value according to the prevailing market rate at the time of their issuance. A reduction is booked where there is uncertainty regarding the full payment of the claim at maturity.
Financial current assets are valued at the purchase price or contribution value. The claims and guarantees for the receivables are instead booked at face value. A reduction is made in the case of a permanent write-down or devaluation.
Cash and cash equivalents include bank accounts, cash and short-term investments.
The capital includes net cash obtained from creation, merger or capital increase whereby the direct external costs are deducted (such as registration fees, notary and publication costs, etc.) The difference between the fair value of the property and the investment value of the property as determined by the external experts, is included in the section "Reserve for the impact on fair value of estimated change rights and costs to the notional transfer of investment property" of the equity.. If the company proceeds to buy back own shares, the amount paid, including directly attributable costs, is deducted from equity (restricted reserves). Dividends are a part of retained earnings until the General Shareholders Meeting grants dividends.
A provision is made if the company has a legal or contractual obligation as a result of an event from the past and where it is probable that a cash outflow will be required to meet the obligation. Provisions are valued at the discounted value of expected future cash flows to the market rate.
Trade and other debts are valued at their face value on the balance sheet date. Interest-bearing debts are initially recorded at cost, less any directly attributable costs. Then the difference between the book value and the refundable amount is included in the income statement over the period of the loan using the actual interest method.
Revenues include gross rental income and proceeds resulting from the services and the management of the buildings. Revenue is measured at the fair value of the indemnity that is received or is entitled. Revenue is recorded only from the time that it is sufficiently certain that the economic benefits will accrue to the company. Gratuity costs and benefits granted to the tenants are recognized to reduce the rental income over the term of the lease, the period between the entry into force and the first break option. Indemnification for early termination of lease is immediately included in the income statement.
The costs are measured at the fair value of the indemnity that is paid or owed.
Concerning work executed in the buildings, a distinction is made between:
Commissions regarding the rental of buildings are charged against profits in the period in which they were paid. Commissions relating to the purchase of buildings, registration fees and other additional costs are considered as part of the purchase price of the building and are consequently capitalised. Commissions paid by selling buildings are deducted from the selling price obtained for the realized gain or loss to be determined.
General expenses are expenses associated with the management and overall operation of the Sicafi. These include general administrative costs, staff costs for general management, and depreciation of assets used for general management.
The financial result consists on the one hand of interest costs on loans and associated costs, and on the other hand of the investment income and value variations of hedging instruments. Interest income is recognised pro rata temporis in the income statement. Dividend income is booked in the income statement on the day the dividend is granted.
The tax on the profit for the year comprises the current tax burden. The tax on profit or loss is recognized in the income statement with the exception of the elements recorded directly in equity. Deferred tax assets and liabilities are recorded based on the liability method for all temporary differences between the taxable basis and book value for financial reporting purposes, for both assets and liabilities. Deferred tax assets are only recognized if it is probable that these could be compared against taxable profits in the future.
The exit tax is the tax on the capital gains resulting from a merger, division, contribution in kind or transfer of a sicafi with a company that is not sicafi102.
If the latter is incorporated for the first time in the consolidation of the Group, a provision for exit fees is included together with a revaluation value equal to the difference between the fair value of the building at the time of acquisition and book value. The exit tax is generally payable by the contributor of a property or company but the sicafi must record these due to the fact that the tax is only assessed after a certain time. This tax is deducted from the value of the property or company to be transferred.
Any subsequent adjustment of the exit fee liability is included in the income statement. The amount of the exit tax can vary even after the transfer or merger from which this variation may arise.
Montea provides loans to financial institutions with a variable interest rate. The sicafi uses financial hedging instruments of the IRS type (Interest Rate Swaps) to hedge against the risk of increases to these variable interest rates. In so doing, the loans linked to variable interest rates are swapped against a fixed interest rate. In accordance with its financial policy and in application of its regulations, Montea holds no derivative instruments nor would it issue any for speculative purposes.
The hedging instruments do not satisfy the conditions for the type of "hedging" as defined in IAS 39, whereby all movements in the real value of the instrument are included in the income statement. The market-to-market balance sheet date is used to determine the fair value.
102 The exit tax is the tax on the difference between the fair value and book value and is 16.5% + crisis tax.
These rights and obligations are valued at face value based on the amount stated in the contract. If there is no face value or if valuation is not possible, the rights and obligations are reported as token entries.
The first application of certain standards and changes require the company to adjust the figures in the previous financial year, however, these changes had no impact for Montea. The IAS 19 Employee Benefits (changed in 2011) and changes to IAS 1 Presentation of financial statements.
Several other changes were made for the first time in 2013. Below the nature and impact of each of the following new standards, changes and/or interpretations are described :
The following standards and interpretations were in issue but not yet effective on the date of publication of the financial statements of the Group. Only the standards and interpretations are listed of which the group has a reasonable expectation that these will have impact on future applications regarding disclosures, the financial position or the results of the Group. The Group will apply these standards and interpretations as soon as they are applicable.
The company is currently analyzing the impact of these changes. However, the initial analyzes shows that these changes will have no material impact.
| RENTAL INCOME (EUR x 1,000) | 31/12/2013 | 31/12/2012 | 31/12/2011 | |
|---|---|---|---|---|
| 12 months | 12 months | 12 months | ||
| Belgium | 13.037 | 10.122 | 10.902 | |
| Aalst | Tragel 48-58 | 1.952 | 1.919 | 1.901 |
| Aartselaar | Helstraat 47 | 0 | 4 | 257 |
| Berchem | Vosstraat 200 | 0 | 197 | 203 |
| Bornem | Industrieweg 4-24 | 418 | 413 | 378 |
| Grimbergen | Eppegemsestwg 31-33 | 1.012 | 1.012 | 1.012 |
| Laken | Emiel Bockstaellaan 74 | 87 | 244 | 237 |
| Moorsel | Waverstraat 3 | 0 | 0 | 265 |
| Vilvoorde | Schaarbeeklei 207-213 | 38 | 103 | 109 |
| Hoboken | Smallandlaan 7 | 235 | 230 | 223 |
| Meer | Europastraat 28 | 354 | 330 | 353 |
| Herentals | Toekomstlaan 33 | 440 | 739 | 715 |
| Nivelles | Rue de la Technique 11 | 0 | 0 | 717 |
| Puurs | Schoonmansveld 18 | 763 | 747 | 727 |
| Erembodegem | Industrielaan 27 | 976 | 881 | 803 |
| Mechelen | Zandvoortstraat 16 | 573 | 653 | 623 |
| Vorst | Humaniteitslaan 292 | 920 | 1.030 | 1.401 |
| Milmort | Avenue du Parc Industriel | 975 | 895 | 796 |
| Heppignies | Rue Brigade Piron | 742 | 725 | 181 |
| Zaventem | Brucargo 830 | 1.969 | 0 | 0 |
| Zaventem | Brucargo 831 | 325 | 0 | 0 |
| Gent | Evenstuk | 530 | 0 | 0 |
| Zaventem | Brucargo 763 | 187 | 0 | 0 |
| Gent | Korte Mate | 22 | 0 | 0 |
| Damages for breach of contract | 519 | 0 | 0 | |
| France | 10.737 | 9.727 | 8.470 | |
| Savigny-le-Temple | Rue du Chrome 2 | 541 | 593 | 437 |
| Feuqueires | Zoning Industriel du moulin | 354 | 344 | 335 |
| Bondoufle | Rue Henrie Dunant 9-11 | 233 | 228 | 221 |
| Saint-Priest | Chemin de la Fouilousse | 707 | 695 | 675 |
| Cambrai | P.d. Activité Actipole | 553 | 535 | 513 |
| Roissy | Rue de la Belle Etoile 280+ 383 | 869 | 1.018 | 981 |
| Décines | Rue a Rimbaud 1 | 369 | 357 | 345 |
| Alfortville | Le Techniparc | 233 | 224 | 221 |
| Le Mesnil Amelot | Rue du Gué 1-3 | 1.214 | 1.180 | 1.148 |
| Orléans | Rue des Genêts 660 | 3.208 | 3.132 | 3.041 |
| Marennes | La Donnière | 825 | 884 | 553 |
| Saint-Laurent-Blangy | Actipark | 627 | 326 | 0 |
| Saint-Martin-de-Crau | Ecopole | 814 | 211 | 0 |
| Damages for breach of contract | 190 | 0 | 0 | |
| The Netherlands | 264 | 0 | 0 | |
| Almere | Witte Vrouwen | 264 | 0 | 0 |
| TOTAL | 24.038 | 19.849 | 19.372 |
The increase in rental income in Belgium is mainly the net result of
The increase in rental income in France is the net result of :
When we take into account all of the premises that have been in the Montea portfolio over the past 3 years (i.e. without taking account of the acquisition of new sites or divestments – total of 25 sites), rental income is as following:
The increase in rental income in Belgium is mainly the net result of
The increase in rental income in France is the net result of :
When we take into account all the properties of the portfolio of the past 3 years (without taking into account the acquisition of new sites or disinvestments - total of 24 sites), the rental income is:
| RENTAL INCOME (EUR x 1,000) | 31/12/2013 12 months |
31/12/2012 12 months |
31/12/2011 12 months |
|
|---|---|---|---|---|
| Belgium | 9.360 | 9.574 | 9.830 | |
| Aalst | Tragel 48-58 | 1.952 | 1.919 | 1.901 |
| Bornem | Industrieweg 4-24 | 418 | 413 | 378 |
| Grimbergen | Eppegemsestwg 31-33 | 1.012 | 1.012 | 1.012 |
| Hoboken | Smallandlaan 7 | 235 | 230 | 223 |
| Meer | Europastraat 28 | 354 | 330 | 353 |
| Herentals | Toekomstlaan 33 | 440 | 739 | 715 |
| Nivelles | Rue de la Technique 11 | 0 | 0 | 717 |
| Puurs | Schoonmansveld 18 | 763 | 747 | 727 |
| Erembodegem | Industrielaan 27 | 976 | 881 | 803 |
| Mechelen | Zandvoortstraat 16 | 573 | 653 | 623 |
| Vorst | Humaniteitslaan 292 | 920 | 1.030 | 1.401 |
| Milmort | Avenue du Parc Industriel | 975 | 895 | 796 |
| Heppignies | Rue Brigade Piron | 742 | 725 | 181 |
| France | 9.106 | 9.190 | 8.470 | |
| Savigny-le-Temple | Rue du Chrome 2 | 541 | 593 | 437 |
| Feuqueires | Zoning Industriel du moulin | 354 | 344 | 335 |
| Bondoufle | Rue Henrie Dunant 9-11 | 233 | 228 | 221 |
| Saint-Priest | Chemin de la Fouilousse | 707 | 695 | 675 |
| Cambrai | P.d. Activité Actipole | 553 | 535 | 513 |
| Roissy | Rue de la Belle Etoile 280+ 383 | 869 | 1.018 | 981 |
| Décines | Rue a Rimbaud 1 | 369 | 357 | 345 |
| Alfortville | Le Techniparc | 233 | 224 | 221 |
| Le Mesnil Amelot | Rue du Gué 1-3 | 1.214 | 1.180 | 1.148 |
| Orléans | Rue des Genêts 660 | 3.208 | 3.132 | 3.041 |
| Marennes | La Donnière | 825 | 884 | 553 |
| TOTAL | 18.466 | 18.764 | 18.300 |
At 7 of these 24 sites, new leases were signed or existing leases renewed, resulting in no major changes in the average rental price per square metre. When signing and renewing these agreements, exceptional use was made of an average rent-free period of 2 to 6 months. No major incentives were given in this context.
Four of the thirty-five sites each represent more than 5% of the consolidated property portfolio and together represent 31.0% of the total fair value of the property portfolio:
| Fair values | Client(s) | ||
|---|---|---|---|
| • | Saint-Cyr-en-Val, Orléans this site represents 11.4% of the total fair value of the portfolio |
EUR 35.5 million | FM Logistics |
| (the net rental income on this site for 2013 represented EUR 3.2 million, i.e. 13.5% of the total net rental income for 2013) |
|||
| • | Aalst Tragel this site represents 7.3% of the total fair value of the portfolio (the net rental income on this site for 2013 represented EUR 1.9 million, i.e. 8.0% of the total net rental income for 2013) |
EUR 22.7 million | Jan de Nul, Barry Callebaut |
| RENTAL-RELATED EXPENSES (EUR x 1,000) | 31/12/2013 12 months |
31/12/2012 12 months |
31/12/2011 12 months |
|---|---|---|---|
| Rent to pay on leased assets | -314 | 0 | 0 |
| Depreciations on trade receivables | -143 | -26 | -136 |
| Write-back of write-downs on trade receivables | 77 | 104 | 39 |
| TOTAL | -379 | 78 | -97 |
"Rent to pay on leased assets" shall include the amount paid for concessions. Since 2013, this item was recorded in 2012 under the heading "Other real estate costs."
The increase in write-downs on trade receivables was primarily due to the court case opened against a3 Group, a former tenant on the site Erembodegem. This tenant stopped paying the outstanding invoices and announced to go into liquidation.
On April 18, 2013, a petition was filed. On May 8, 2013 an initial judgment declined that (i) the lease agreement with A3 group was stopped, (ii) counterparty condemned to vacate no later than June 8, 2013, (iii) the counterparty convicted to pay the rent arrears for the sum of EUR 60,000, plus legal interest and (iv) stated that the rental guarantees totaling EUR 40282.74 must be released.
On December 12, 2013 the counsel informedMontea by registred letter for one last time in failing to pay the outstanding debt.
Montea still fits the precautionary principle. When Montea will collect the rent and / or other funds, relying on external legal advice, an immediate provision for doubtful receivables is established. When the funds are received, a reversal of the impairment is booked.
| RENTAL CHARGES AND TAXES NORMALLY BORNE BY THE TENANT ON LET PROPERTIES (EUR x 1,000) | 31/12/2013 12 months |
31/12/2012 12 months |
31/12/2011 12 months |
|---|---|---|---|
| Recovery of charges and taxes normally payable by tenants on let properties | 3.910 | 3.546 | 3.256 |
| Reinvoicing of rental charges borne by the landlord | 1.787 | 1.621 | 1.228 |
| Reinvoicing of taxes on let properties | 2.122 | 1.924 | 2.028 |
| Charges and taxes normally borne by the tenant on let properties | -4.803 | -4.463 | -4.069 |
| Rental charges borne by the landlord | -1.914 | -1.832 | -1.586 |
| Taxes on let properties | -2.889 | -2.631 | -2.483 |
| TOTAL | -893 | -918 | -813 |
The increase in the net impact to EUR -893K is attributable mainly to:
In case of vacancy, the property tax and any insurance that may or may not be passed is the highest cost. Property taxes and taxes on leased premises were EUR 2.6 million in 2012 (13% of the rental income).
When there is 100% vacancy, there is an additional cost of EUR 755K for property tax and of EUR 126K for maintenance and insurance.
| OTHER RENTAL-RELATED INCOME AND EXPENDITURE (EUR x 1,000) | 31/12/2013 | 31/12/2012 | 31/12/2011 |
|---|---|---|---|
| 12 months | 12 months | 12 months | |
| Property management fee | 229 | 172 | 114 |
| Income from the solar panels | 798 | 769 | 421 |
| Other | 216 | 557 | 72 |
| TOTAL | 1.244 | 1.498 | 607 |
Income from the solar panels is made up of the electricity generated, which is passed on to the tenants and the distribution grid manager (9.07%), as well as revenue from green power certificates (90.93%).
The solar panels on the buildings at the sites in Bornem (EUR 215K), Grimbergen (EUR 177K), Herentals (EUR 140K) and Puurs Schoonmansveld (EUR 266K) together generated EUR 798K of revenue.
The one-off charges resulting from insurance issues at the sites in Aartselaar and Puurs Rijksweg, as well as the compensation received by Montea from outgoing inventories at the sites in Nivelles, Mechelen and Vorst, were entered under "Other" in 2012.
The recovered property tax on vacant sites was recorded under "Other" in 2013.
| TECHNICAL COSTS (EUR x 1,000) | 31/12/2013 | 31/12/2012 | 31/12/2011 |
|---|---|---|---|
| 12 months | 12 months | 12 months | |
| Recurring costs | -15 | -32 | -53 |
| Maintenance and repairs | -25 | -21 | -42 |
| Insurance premiums | 10 | -10 | -11 |
| Non-recurring costs | 1 | 3 | 0 |
| Major repairs | 0 | 0 | 0 |
| Claims | 1 | 3 | 0 |
| TOTAL | -14 | -29 | -53 |
The reduction in these charges is the result of the divestement of the absolete building in Moorsel (2011), Aartselaar (2012) and Vilvoorde (2013).
| COMMERCIAL COSTS (EUR x 1,000) | 31/12/2013 12 months |
31/12/2012 12 months |
31/12/2011 12 months |
|---|---|---|---|
| Brokers' fees | -33 | -65 | -65 |
| Publicity | -2 | 0 | -1 |
| Lawyer fees and legal expenses | -76 | -26 | -69 |
| TOTAL | -111 | -91 | -135 |
Because of the sale of the site in Aartselaar in 2012 the balance of the diversified brokerage fees was expensed in the various leases.
The increase in the fees of the lawyers is the result of the legal case against a3 Group, as well as the filing of an appeal in cassation (see section 1.3.6 for more details).
| CHARGES AND TAXES OF UN-LET PROPERTIES (EUR x 1,000) | 31/12/2013 | 31/12/2012 | 31/12/2011 |
|---|---|---|---|
| 12 months | 12 months | 12 months | |
| Charges | -80 | -67 | 0 |
| Property tax | -137 | -86 | 0 |
| Insurances | -38 | -21 | 0 |
| TOTAL | -255 | -174 | 0 |
Charges and taxes on unlet premises relate only to the costs of the totally vacant sites at Puurs Rijksweg, Nivelles and Herentals. The increase in these costs is mainly due to the vacancy of the site in Herentals by 01/08/2013. These charges were entered in 2011 under the heading "Lease charges and taxes borne by the tenant on leased buildings".
| PROPERTY MANAGEMENT COSTS (EUR x 1,000) | 31/12/2013 | 31/12/2012 | 31/12/2011 |
|---|---|---|---|
| 12 months | 12 months | 12 months | |
| Internal property management costs | -221 | -618 | -665 |
| Exteral property management costs | -23 | -20 | -36 |
| TOTAL | -244 | -637 | -702 |
These charges include on the one hand costs relating to the staff responsible for managing and marketing the property, plus costs that can be allocated directly to management.
This fall in internal management charges relates mainly to the various new developments and projects (allowing the activation of more personnel), as well as divestment of labour-intensive sites in Laken and Vilvoorde (sold in 2013).
| OTHER PROPERTY COSTS (EUR x 1,000) | 31/12/2013 12 months |
31/12/2012 12 months |
31/12/2011 12 months |
|---|---|---|---|
| Concession rights | 0 | -82 | -81 |
| Other property charges | -83 | -34 | -21 |
| TOTAL | -83 | -115 | -102 |
Concession fees are entered since 2013 the the heading "Related rental expenses".
The increase in other real estate expenses is due to the higher cost relating to the environment at the various sites.
| GENERAL CORPORATE COSTS (EUR x 1,000) | 31/12/2013 12 months |
31/12/2012 12 months |
31/12/2011 12 months |
|---|---|---|---|
| Office costs | -310 | -250 | -149 |
| Representation costs | -104 | -82 | -74 |
| Fees | -599 | -537 | -540 |
| Real estate expert | -168 | -116 | -149 |
| Auditor | -42 | -40 | -41 |
| Legal advisors | -151 | -60 | -80 |
| Accounting and financial advisors | -164 | -138 | -151 |
| Other | -74 | -183 | -119 |
| Listing fees | -172 | -114 | -158 |
| Marketing and communication | -216 | -141 | -127 |
| Personnel costs + fees business manager | -2.017 | -1.659 | -1.395 |
| Amortizations | -154 | -155 | -177 |
| TOTAL | -3.573 | -2.938 | -2.620 |
General overheads in the main include the costs associated with day-to-day management and the fees incurred as part of the obligations of listed companies.
In total, general overheads were EUR 4,328K. Of this amount:
82.56% of these costs (EUR 3.573K) remains as general corporate expenses. The increase in general expenses is the result of the strengthening of the operational team and more consulting fees regarding the further growth of Montea.
Apart from the fees for the Company Auditors, property assessors and the statutory Business Manager, no other significant remuneration was owed in 2013.
| OTHER OPERATING INCOME AND EXPENSES (EUR x 1,000) | 31/12/2013 12 months |
31/12/2012 12 months |
31/12/2011 12 months |
|---|---|---|---|
| Ohter operating income | 305 | 356 | 315 |
| Other operating expenses | -142 | -125 | -1.268 |
| TOTAL | 163 | 231 | -952 |
Other operating revenue resulted mainly from:
Other operating costs in 2013 relate to the charges incurred for a possible project that in the end was not carried out.
| RESULT ON DISPOSAL OF INVESTMENT PROPERTIES (EUR x 1,000) | 31/12/2013 12 months |
31/12/2012 12 months |
31/12/2011 12 months |
|---|---|---|---|
| Net capital gain buildings sold | 1.107 | 362 | 0 |
| TOTAL | 1.107 | 362 | 0 |
The capital gain of EUR 362K made in 2012 is the result of the sale of the sites in Aartselaar and Berchem and a provision set aside for works yet to be carried out at the previously sold site in Grobbendonk.
The capital gain of EUR 1.107K in 2013 is the result of the sale of the sites in Laeken and Vilvoorde and the gain realized on the sale of building rights to the airport103. With this latest agreement, the airport became back owner of the land and Montea payed a variable fee based on the rental income of the tenant.
103 On 20/12/2012, Montea acquired the shares of Warehouse Nine NV. This transaction involved a build-to-suit project for DHL Global Forwarding at Brucargo Zaventem, whereby Warehouse Nine NV acquired the building rights for a period of 50 years at market conditions. End of 2013 Montea has (Warehouse Nine NV merged in the meanwhile with Montea) resold this surface rights to the airport, making a capital gain (EUR 301K). From 2014, Montea is no longer owner of the land but will pay a variable fee to the airport.
| CHANGES IN FAIR VALUE OF INVESTMENT PROPERTIES (EUR x 1,000) | 31/12/2013 12 months |
31/12/2012 12 months |
31/12/2011 12 months |
|---|---|---|---|
| Positive changes in fair value of investment properties | 1.879 | 1.260 | 2.296 |
| Negative changes in fair value of investment properties | -6.009 | -7.952 | -6.716 |
| TOTAL | -4.130 | -6.692 | -4.420 |
The result on the property portfolio at 31 December 2013 was EUR 4,130K. This negative result was attributable to:
For more information about the fundamentals of the valuation of the property portfolio, please refer to 4.2.4 Property Report.
| FINANCIAL INCOME (EUR x 1,000) | 31/12/2013 12 months |
31/12/2012 12 months |
31/12/2011 12 months |
|---|---|---|---|
| Interests and dividends received | 47 | 177 | 82 |
| Other | 2 | 0 | 2 |
| TOTAL | 49 | 178 | 84 |
The financial income are related to the interest collected on available funds.
| NET INTEREST CHARGES (EUR x 1,000) | 31/12/2012 | 31/12/2011 | |
|---|---|---|---|
| 12 months | 12 months | ||
| Nominal interest charges on loans | -3.169 | -2.845 | -2.578 |
| Reinstatement of the nominal amount for financial debts | 23 | 50 | 74 |
| Costs from authorized hedges | -3.068 | -2.739 | -2.962 |
| Income from authorized hedges | 0 | 0 | 0 |
| Other interest charges | -5 | -3 | -11 |
| TOTAL | -6.219 | -5.537 | -5.478 |
104 This regards investments at existing sites for which no immediate gain was recognized.
The average finance charge was 3.92%105 compared with 3.84% at the same period last year. This is the percentage for bank financing, including bank margins and taking account of the financial hedging instruments and finance charges on leasing debts and with the coupon of 4.107%.
Net interest charges increased by EUR 682K or 12.32%. The average debt burden rose by EUR 21.11K (also see the increase in the debt ratio from 51.33% to 52.82%). By contrast, the average finance charge increased during the year to 3.92%. Considering the state of the financial liabilities at 31/12/2013 (outstanding loan, term credit lines with the associated hedging instruments and leases), the average financial cost was 3.96%.
The category "Reinstatement of the nominal amount for financial debts" relates solely to the interest collected on the additional works that were charged on at the site in Cambrai (France). The cost of these works was passed on by Montea to the existing tenant in accordance with a table of instalments. See also note 23.
| OTHER FINANCIAL COSTS (EUR x 1,000) | 31/12/2013 12 months |
31/12/2012 12 months |
31/12/2011 12 months |
|---|---|---|---|
| Bank charges and other commissions | -36 | -110 | -29 |
| Other | 0 | 0 | -1 |
| TOTAL | -36 | -110 | -30 |
The rise in bank charges in 2012 relates mainly to the arrangement fees for opening new lines of credit.
The changes in fair value of financial assets and liabilities amounted to EUR 5.497K comprising:
| FAIR VALUE OF THE HEDGES (EUR x 1,000) |
Maturity | Nominal amount | Amount taken 31/12/2013 |
Interest rate | Fair value 2013 | Fair value 2012 | Change in fair value |
|
|---|---|---|---|---|---|---|---|---|
| Forward IRS | -495 | -495 | ||||||
| Forward IRS | 30/05/2012 | 30/05/2017 | 10.000 | 10.000 | 2,82% | -749 | -1.044 | -295 |
| Multi-Callable Swap | 15/09/2007 | 15/09/2017 | 13.425 | 13.425 | 3,82% | -1.622 | -2.158 | -536 |
| Forward IRS | 1/07/2013 | 1/07/2018 | 25.000 | 2,62% | -1.559 | 1.559 | ||
| Forward IRS | 30/05/2012 | 30/05/2019 | 10.000 | 10.000 | 3,07% | -1.042 | -1.441 | -399 |
| Forward IRS | 2,66% | -1.197 | -1.197 | |||||
| Forward IRS | 1/10/2011 | 1/10/2020 | 10.000 | 10.000 | 2,77% | -930 | -1.353 | -423 |
| Forward IRS | 1/10/2011 | 1/10/2020 | 10.000 | 10.000 | 2,77% | -939 | -1.348 | -409 |
| Stepped IRS | 1/07/2012 | 1/07/2022 | 60.000 | 60.000 | 4,50% | -7.538 | -10.291 | -2.753 |
| TOTAAL | 138.425 | 113.425 | -14.379 | -19.327 | -4.948 |
Montea's net debt position in relation to hedging instruments was EUR 14,379K.
At the end of 2013, Montea had hedging instruments for a nominal amount of EUR 138.425 million. Initially, the nominal amount was EUR 138.425K. During the year 2013, Montea replaced 2 IRS contracts with a total nominal value of EUR 25.000K by a new forward IRS contract of EUR 25.000K which will be passed though by 1/07/2014.
105 This financial cost is an average over the full year, leasing debts in France and Belgium included, and was calculated based on the total financial cost compared to the average of the initial and end balace of the debt cost of 2013. If Montea should have no hedging contracts, the financial cost would amount to 2.28%.
Montea recorded as a result of the adjustments under IFRS 13, an additional positive change in the valuation of hedging instruments of EUR 549K (this involves "Debit Value Adjustment").
Considering the above, the fair value of hedging instruments by EUR 13.830K (debt) can be found in the long-term financial liabilities on the liabilities side of the balance sheet.
The average "hedging cost" fell from 3.82% to 2.36% (taking into account a constant perimeter).
| CORPORATE TAXES (EUR x 1,000) | 31/12/2013 12 months |
31/12/2012 12 months |
31/12/2011 12 months |
|---|---|---|---|
| Withholding tax | -2 | -26 | -12 |
| Actual corporate taxes (profit) | -190 | -13 | -26 |
| TOTAL | -193 | -39 | -38 |
| INTANGIBLE ASSETS | (x EUR 1,000) |
|---|---|
| ON 31/12/2011 | 52 |
| Acquisitions | 118 |
| Depreciations | -30 |
| ON 31/12/2012 | 141 |
| Acquisitions | 19 |
| Depreciations | -45 |
| ON 31/12/2013 | 114 |
This item states the amounts of intangible assets for own use. These intangible assets mainly include the licence and development costs for property management and accounting software.
The increase in 2012 is the result of the introduction of a new facility management system.
| INVESTMENT PROPERTIES | (x EUR 1,000) |
|---|---|
| ON 31/12/2011 | 245.131 |
| Investments | 43.690 |
| - new acquisitions | 17.190 |
| - acquisitions through share transactions | 26.500 |
| Divestments | -1.954 |
| Increase/decrease of the fair value | -4.767 |
| ON 31/12/2012 | 282.100 |
| Investments | 40.590 |
| - new acquisitions | 34.070 |
| - acquisitions through share transactions | 6.520 |
| Divestments | -8.746 |
| Increase/decrease of the fair value | -1.399 |
| ON 31/12/2013 | 312.545 |
The increase in investment properties was mainly the result of the acquisition of the sites at Brucargo Zaventem (763 + 831), Ghent Seaport (Evenstuk + Korte Mate) and Almere in the Netherlands, which was offset by the sale of the sublease of the site Brucargo 830 at Brussels Airport106 and the sale of the site in Laeken.
Divestments include the fair value of the Laeken site (sold 07/05/2014) and the sublease of the site Brucargo end of 2013. The Vilvoorde site was sold on 18/7/2013 but was on 31/12 / 2013 already classified as assets for sale.
The decrease in fair value has to do with the adjustment in value of all sites, except the sold sites in Laeken and Vilvoorde.
| OTHER TANGIBLE NON-CURRENT ASSETS | (x EUR 1,000) |
|---|---|
| ON 31/12/2011 | 8.087 |
| Acquisition value 01/01/2012 | 8.416 |
| Acquisitions | 9 |
| Solar panels | -125 |
| Acquisition value 31/12/2012 | 8.301 |
| Depreciations 01/01/2012 | -418 |
| Depreciations | -88 |
| Depreciations 31/12/2012 | -506 |
| ON 31/12/2012 | 7.883 |
| Acquisition value 01/01/2013 | 8.301 |
| Acquisitions | 26 |
| Solar panels | -187 |
| Acquisition value 31/12/2013 | 8.140 |
| Depreciations 01/01/2013 | -418 |
| Depreciations | -71 |
| Depreciations 31/12/2013 | -489 |
| ON 31/12/2013 | 7.651 |
The decrease in other non-current tangible assets mainly includes the loss on the solar panels at the sites in Bornem, Grimbergen, Herentals and Puurs Schoonmansveld. This loss was passed through in equity.
| SOLAR PANELS (EUR x 1,000) | Investments | Fair value 31/12/2013 |
Valuation |
|---|---|---|---|
| Solar panels on the site of Bornem | 1.614 | 1.900 | 286 |
| Solar panels on the site of Grimbergen | 1.379 | 1.648 | 269 |
| Solar panels on the site of Herentals | 1.034 | 1.141 | 107 |
| Solar panels on the site of Puurs, Schoonmansveld | 2.116 | 2.700 | 584 |
| Solar panels on the site of Heppignies | 201 | 201 | 0 |
| TOTAL | 6.343 | 7.590 | 1.247 |
Solar panels are valued based on the revaluation model, in accordance with IAS 16 – Non-current tangible assets. After the initial take-up, assets whose fair value can be reliably determined are recorded at the revalued value, i.e. the fair value at the time of revaluation, minus any depreciations accumulated later and any extraordinary reductions in value accumulated later. The fair value is determined based on the discounting method of future returns.
As the table shows, the total cost of the investment amounts to EUR 6.343K, realized during the year 2011. Based on the revaluation model a capital gain of EUR 1.672K was made in a separate component of equity. As of 31/12/2013, this revaluation surplus has already been reduced to EUR 1.247K.
106 We refer to footnote 101 for more information.
With regard to the valuation of the solar panels, any gains (EUR 1,247K for 2013) are recorded in a separate component of shareholders' equity. Also see note 30.1.
| NON-CURRENT FINANCIAL ASSETS | (x EUR 1,000) |
|---|---|
| ON 31/12/2011 | 0 |
| Assets held till maturity | 0 |
| Participations in associates | 0 |
| Faire value of assets through the result | 0 |
| Hedges | 0 |
| ON 31/12/2012 | 0 |
| Assets held till maturity | 0 |
| Participations in associates | 0 |
| Faire value of assets through the result | 0 |
| Hedges | 0 |
| ON 31/12/2013 | 0 |
Non-current financial assets in 2011 relate solely to the positive valuation of the hedging instruments.
The negative valuation of the hedging instruments for 2013 is to be found in note 35.
| TRADE RECEIVABLES AND OTHER NON-CURRENT ASSETS | (x EUR 1,000) |
|---|---|
| ON 31/12/2011 | 361 |
| Guarantees paid in cash | 0 |
| Pre-financing site Cambrai | -257 |
| ON 31/12/2012 | 105 |
| Guarantees paid in cash | 0 |
| Pre-financing site Cambrai | -68 |
| ON 31/12/2013 | 37 |
This amount relates to a non-current receivable against the tenant at the Cambrai site for the reimbursement of the invoiced supplemental work.
On acquisition of the Cambrai site in 2008, Montea carried out investments amounting to EUR 1,150K. These works were reinvoiced and are paid off on a quarterly basis according to an agreed payment schedule.
The non-current receivable is reported under this heading. The current receivables can be found under "tax receivables and other current assets" (see note 26). Financial returns on this transaction are listed under the financial income heading (see note 14). The total receivable, including interest, will be paid off on 28 February 2014.
The variation in the book value of the investment properties held for sale consists of the site in Vilvoorde in 2012. This site was sold at 18/07/2013.
| TRADE RECEIVABLES (EUR x 1,000) | 31/12/2013 | 31/12/2012 | 31/12/2011 |
|---|---|---|---|
| Trade receivables - gross | 7.533 | 6.209 | 6.835 |
| Provisions for doubtful receivables | -554 | -489 | -567 |
| ON 31/12/2013 | 6.978 | 5.720 | 6.269 |
As of 31 December 2013, the gross trade receivables amounted to EUR 7,533K, of which
| DEPRECIATIONS IN VALUE FOR DOUBTFUL RECEIVABLES | (x EUR 1,000) |
|---|---|
| ON 31/12/2011 | 551 |
| Decrease provisions current financial year | -91 |
| ON 31/12/2012 | 460 |
| Provisions current financial year | 181 |
| ON 31/12/2013 | 564 |
| WRITE-DOWNS ON DOUBTFUL RECEIVABLES ACCOUNTED FOR | (x EUR 1,000) |
|---|---|
| ON 31/12/2011 | 567 |
| Decrease write-downs accounted for | -78 |
| ON 31/12/2012 | 489 |
| Provisions current financial year | 123 |
| ON 31/12/2013 | 554 |
In order to minimize the overdue accounts receivable, Montea manages its clients in an efficient manner. Montea's clients are subject to regular credit analyses. Similarly, Montea will always subject potential new clients to a credit analysis, before closing new contracts.
The following table shows an aging analysis of gross trade receivables of EUR 6.446K and doubtful debts of EUR 564K.
| TABLE OF MATURITY DATES OF TRADE RECEIVABLES | (x EUR 1,000) |
|---|---|
| Trade receivables, not due | 5.427 |
| Trade receivables, due 1 -30 days | 464 |
| Trade receivables, due 31 - 60 days | -96 |
| Trade receivables, due 61 - 90 days | 497 |
| Trade receivables, due > 90 days | 154 |
| TOTAL | 6.446 |
| TABLE OF MATURITY OF DOUBTFUL DEBTS | (x EUR 1.000) |
|---|---|
| Trade receivables, not due | 0 |
| Trade receivables, due 1 -30 days | 1 |
| Trade receivables, due 31 - 60 days | -40 |
| Trade receivables, due 61 - 90 days | 1 |
| Trade receivables, due > 90 days | 602 |
| TOTAL | 564 |
Montea has made the necessary efforts to ensure that the trade receivables were already largely collected after the year end.
| TAX RECEIVABLES AND OTHER CURRENT ASSETS (EUR x 1,000) | 31/12/2013 | 31/12/2012 | 31/12/2011 |
|---|---|---|---|
| TAXES | 445 | 242 | 298 |
| Value added taxes (VAT) | 175 | 113 | 169 |
| Corporation tax | 271 | 129 | 129 |
| OTHER CURRENT ASSETS | 193 | 602 | 691 |
| TOTAL | 638 | 844 | 989 |
The amount of other current assets mainly includes the short-term receivable from the prefinancing of the site in Cambrai (EUR 257 000 – also see Note 23) and and the claim regarding the compensation on the same site (EUR 75K).
| CASH AND CASH EQUIVALENTS (EUR x 1,000) | 31/12/2013 | 31/12/2012 | 31/12/2011 |
|---|---|---|---|
| Cash at banks | 2.551 | 5.175 | 1.409 |
| Term deposits | 1.541 | 1.832 | 3.499 |
| Cheques to be cashed | 1 | 0 | 40 |
| TOTAL | 4.092 | 7.007 | 4.948 |
Term deposits relate to cash deposits in term accounts with credit institutions.
| DEFERRED CHARGES AND ACCRUED INCOME - ASSETS (EUR x 1,000) | 31/12/2013 | 31/12/2012 | 31/12/2011 |
|---|---|---|---|
| Accrued and not due rental income | 989 | 299 | 256 |
| Prepaid property charges | 6.013 | 572 | 153 |
| Prepaid interests and other financial charges | 310 | 345 | 312 |
| Other | 429 | 256 | 383 |
| TOTAL | 7.741 | 1.472 | 1.104 |
The increase in prepaid property charges is explained mainly by the rise in the start-up costs already incurred for possible new projects and the unavailability fee of EUR 4,500K107 regarding the partnership agreement with the Group De Paepe. For more information about this unavailability fee we refer to section 4.3.2. of this report.
The item "Prepaid interest and other finance charges" consists mainly of capital and interest repayments already made on leasing debts for the Orléans project.
The item "Other" mainly relates to already paid brokers' fees for new lease contracts spread over the term of those lease contracts.
| Costs capital | Capital shares | Subscription | |||
|---|---|---|---|---|---|
| SHARE CAPITAL AND SHARE PREMIUMS | Capital | increase | options staff | premium | Number of shares |
| ON 31/12/2011 | 108.373 | -1.044 | 0 | 543 | 5.634.126 |
| Capital Increase on 20 December 2012 | 21.114 | -106 | 3 | -10 | 814.148 |
| (acquisition of shares of Warehouse 9 | |||||
| through buy/sale agreement) | |||||
| ON 31/12/2012 | 129.486 | -1.150 | 3 | 533 | 6.448.274 |
| Capital Increase on 20 June 2013 | 2.803 | -84 | 0 | 1.238 | 139.622 |
| (acquisition of shares of Acer Parc NV | |||||
| through buy/sale agreement) | |||||
| Capital Increase on 19 December 2013 | 6.477 | 0 | 0 | 0 | 221.066 |
| (acquisition of shares of Ghent Logistics NV | |||||
| throught contribution in kind) | |||||
| Capital Increase on 19 December 2013 | |||||
| ON 31/12/2013 | 138.767 | -1.234 | 3 | 1.771 | 6.808.962 |
| (EUR x 1,000) | 31/12/2013 | 31/12/2012 | 31/12/2011 |
|---|---|---|---|
| Reserves | -16.410 | -2.108 | 9.322 |
| Legal reserves | 829 | 30 | 30 |
| Reserve for the net amount of the changes in fair value of investment properties | -35.881 | -32.031 | -25.211 |
| Reserves for the impact on the fair value of the estimated transfer rights and costs resulting from | -11.799 | -10.704 | -9.636 |
| hypothetical disposal of investment properties | |||
| Reserve for the net amount of the changes in fair value of authorized hedges qualifying for hedge | 0 | 0 | 0 |
| accounting as defined by IFRS | |||
| Reserve for the net amount of the changes in fair value of authorized hedges not qualified for hedge | -13.830 | -19.327 | -11.294 |
| accounting as defined by IFRS | |||
| Reserve for the net amount of exchange rate differences on monetary assets and liabilities | 0 | 0 | 0 |
| Reserve for the translation differences coming from the conversion of activities abroad | 0 | 0 | 0 |
| Reserve for treasury shares | -639 | -639 | 0 |
| Reserve for the net amount of the changes in fair value of financial assets held for sale | 0 | 0 | 0 |
| Reserve for actuarial gains and losses on defined benefit pension plans | 0 | 0 | 0 |
| Reserve for deferred taxes on investment properties located abroad | 0 | 0 | 0 |
| Reserve for received dividends, used for the reimbursement of financial debts | 0 | 0 | 0 |
| Other reserves | 44.910 | 60.563 | 55.433 |
| Results carried forward from previous financial years | 0 | 0 | 0 |
The difference in the item "reserve for the balance of the variation in the fair value of property" compared with last year was EUR 3,850 million. This variation of EUR 3.850K consists of the change in fair value of investment properties amounting to EUR 3.658K and secondly from the revaluation surplus of solar panels for an amount of EUR 192K. In the income statement, we find a refund of EUR 4.130K.
107 Due to the partnership agreement with MG Real Estate (see Section 4.3.2) Montea will pay EUR 4.5 million as part of the development costs in the infrastructure of the park. This unavailability fee was included in the adjustment account of the asset, of which half (EUR 2.25 million) has already been paid at year end. The rest was taken in other current liabilities.
In determining the fair value and after an analysis of a large number of transactions conducted by a working group of specialists acting on behalf of listed property institutions, account was taken of 2.5% of total buying charges on major investment property (i.e. > EUR 2,500,000). This means that for all sites of EUR >2,500,000, the investment value needs to be divided by 1.025 to produce the fair value. For all other sites, 10% or 12.5% of registration charges are to be applied to reach the fair value.
This means that for 1 site in Belgium (Hoboken) the 10% rule is applied (i.e. 3.4% of the portfolio).
In valuing the sites in France and in the Netherlands, an estimate is made of the total amount of purchase costs. This represents approximately 6.2% for France and 6.3% for the Netherlands. This means that 6.2% has to be deducted from the investment amount to reach the fair value for the site.
| RESERVE FOR THE BALANCE OF THE CHANGES IN FAIR VALUE OF PROPERTY | (x EUR 1,000) |
|---|---|
| Changes in fair value of investment properties 2007 (15 months) | 5.629 |
| Changes in fair value of investment properties 2008 (12 months) | -10.046 |
| Changes in fair value of investment properties 2009 (12 months) | -16.034 |
| Changes in fair value of investment properties 2010 (12 months) | -1.906 |
| Changes in fair value of investment properties 2011 (12 months) | -4.420 |
| Changes in fair value of investment properties 2012 (12 months) | -6.692 |
| Revaluation gains solar panels 2011 (12 months) | 1.566 |
| Revaluation gains solar panels 2012 (12 months) | -128 |
| Revaluation gains solar panels 2013 (12 months) | -192 |
| ON 31/12/2013 | -35.881 |
| RESERVE FOR THE BALANCE OF THE CHANGES IN FAIR VALUE OF AUTHORIZED HEDGES NOT SUBJECT TO HEDGE ACCOUNTING AS DEFINED IN IFRS | (x EUR 1,000) |
|---|---|
| changes in fair value of authorized hedges 2007 (15 months) | 861 |
| changes in fair value of authorized hedges 2008 (12 months) | -6.792 |
| changes in fair value of authorized hedges 2009 (12 months) | -2.089 |
| changes in fair value of authorized hedges 2010 (12 months) | 1.643 |
| changes in fair value of authorized hedges 2011 (12 months) | -4.917 |
| changes in fair value of authorized hedges 2012 (12 months) | -8.033 |
| changes in fair value of authorized hedges 2013 (12 months) | 5.497 |
| ON 31/12/2013 | -13.830 |
The changes in fair value of the hedges are entirely passed through the results.
| RESULT (EUR x 1,000) | Result |
|---|---|
| ON 31/12/2011 | -297 |
| Result 12 months | -3.102 |
| Minority interests | -4 |
| ON 31/12/2012 | -3.106 |
| Result 12 months | 15.970 |
| Minority interests | -2 |
| ON 31/12/2013 | 15.969 |
| MINORITY INTEREST | (x EUR 1,000) |
|---|---|
| ON 31/12/2011 | 104 |
| 5% of the result of SCI 3R on 31/12/2012 | -4 |
| ON 31/12/2012 | 100 |
| 5% of the result of SCI 3R on 31/12/2013 | -2 |
| ON 31/12/2013 | 98 |
| PROVISIONS (EUR x 1,000) | 31/12/2013 | 31/12/2012 | 31/12/2011 |
|---|---|---|---|
| Pensions | 0 | 0 | 0 |
| Other | 0 | -208 | 0 |
| TOTAL | 0 | -208 | 0 |
The provision in 2012 related to the estimated costs for the further reorganisation of the commercial team.
| FINANCIAL DEBTS (EUR x 1,000) | 31/12/2013 | 31/12/2012 | 31/12/2011 |
|---|---|---|---|
| NON-CURRENT FINANCIAL DEBTS | 144.517 | 121.913 | 104.320 |
| Credit institutions | 111.333 | 116.500 | 97.500 |
| Bond | 29.557 | 0 | 0 |
| Securities and bank guarantees deposited | 404 | 547 | 278 |
| Financial leasing | 3.177 | 4.865 | 6.542 |
| Others | 45 | 0 | 0 |
| CURRENT FINANCIAL DEBTS | 28.529 | 31.851 | 26.782 |
| Credit institutions | 26.667 | 30.000 | 25.000 |
| Financial leasing | 1.862 | 1.851 | 1.782 |
| TOTAL | 173.046 | 153.763 | 131.102 |
The financial liabilities are nominal amounts without the interest.
Financial debts consist mainly of bilateral lines of credit with 5 Belgian financial establishments. As of 31/12/2013, Montea had a total of EUR 160,000K in contractual lines of credit, of which 86.25% (EUR 138,000K) was drawn down.
Next year, 19.32% (or EUR 26,667K) of the drawn down debt expires.
| CREDIT INSTITUTIONS | (x EUR 1,000) |
|---|---|
| Credit lines, with a maturity < 1 year | 26.667 |
| Credit lines, with a maturity 1 - 2 year | 44.000 |
| Credit lines, with a maturity 2 - 3 year | 26.667 |
| Credit lines, with a maturity > 3 year | 40.667 |
| TOTAL | 138.000 |
In addition, the financial liabilities of the outstanding bonds (nominal value of EUR 30.000K) and the outstanding lease liabilities (Montea has leasing debts at the following sites: Milmort (BE), Roissy-en-France and St Cyr-en-Val (Orleans) in France). In the context of the further financial diversification, Montea has issued a bond on June 24, 2013 for a total amount of EUR 30 million. For more information, see Section 1.3.2.
| OTHER NON-CURRENT FINANCIAL LIABILITIES (EUR x 1,000) | 31/12/2013 | 31/12/2012 | 31/12/2011 |
|---|---|---|---|
| Authorized hedges | 13.830 | 19.327 | 11.304 |
| TOTAL | 13.830 | 19.327 | 11.304 |
The other non-current financial liabilities consist solely of the negative valuation of the interest coverage instruments on 31/12/2013. In note 22, under financial current assets, are the positive changes in the value of interest hedging instruments. On balance, the interest hedging instruments on 31/12/2013 had a negative value of EUR 13,830K. For the comparison of fair values to book values, see Note 17.
| OTHER NON-CURRENT LIABILITIES (EUR x 1,000) | 31/12/2013 | 31/12/2012 | 31/12/2011 |
|---|---|---|---|
| Guarantees | 452 | 450 | 431 |
| TOTAL | 452 | 450 | 431 |
The total relates to the guarantees lodged by French clients.
| PROVISIONS (EUR x 1,000) | 31/12/2013 | 31/12/2012 | 31/12/2011 |
|---|---|---|---|
| Pensions | 0 | 0 | 0 |
| Other | 0 | 0 | -1.200 |
| TOTAL | 0 | 0 | -1.200 |
The increase in other provisions in 2011 is attributable to the compensation of EUR 1,200K (EUR 960K + interest) that Montea was required to pay in the context of the ruling by the Court of Appeal received by it on 29th February 2012. For this issue, we refer also to section 4.3.8.1. of this annual report.
| TRADE DEBTS AND OTHER CURRENT DEBTS (EUR x 1,000) | 31/12/2013 | 31/12/2012 | 31/12/2011 |
|---|---|---|---|
| Suppliers | 1.536 | 1.648 | 1.405 |
| Exit tax | 314 | -35 | -35 |
| VAT and taxes | 1.376 | 1.373 | 1.158 |
| Salaries and social security | 139 | 197 | 208 |
| TOTAL | 3.365 | 3.184 | 2.735 |
| OTHER CURRENT LIABILITIES (EUR x 1,000) | 31/12/2013 | 31/12/2012 | 31/12/2011 |
|---|---|---|---|
| Dividends | 12 | 12 | 12 |
| Intercompany liabilities | 343 | 182 | 181 |
| Other | 2.255 | 245 | 0 |
| TOTAL | 2.610 | 439 | 194 |
The increase in other current liabilities is mainly explained by the half payment in 2014 of the unavailability fee (EUR 4,500 K) regarding the partnership agreement with the Group De Paepe. For more information about this unavailability fee we refer to section 4.3.2. of this annual report.
| ACCRUED CHARGES AND DEFERRED INCOME - LIABILITES (EUR x 1,000) | 31/12/2013 | 31/12/2012 | 31/12/2011 |
|---|---|---|---|
| Property income received in advance | 5.563 | 5.283 | 4.553 |
| Interests and other charges accrued and not due | 1.965 | 1.081 | 961 |
| TOTAL | 7.528 | 6.364 | 5.514 |
The increase in accrued charges and deferred income consists primarily of rental income billed in advance that relates to the first quarter of 2014, as well as the allocation of interest regarding the bond loan and this for the 2nd half of 2013.
| Fair value hierarchy (EUR x 1.000) |
31/12/2013 Booking value |
31/12/2013 Level 1 (1) |
31/12/2013 Level 2 (2) |
31/12/2013 Level 3 (3) |
||
|---|---|---|---|---|---|---|
| I. | NON-CURRENT ASSETS | 320.347 | 0 | 37 | 312.545 | |
| C. | Investment properties | 312.545 | 0 | 0 | 312.545 | |
| E. | Non-current financial assets | 0 | 0 | 0 | 0 | |
| F. | Finance lease receivables | 0 | 0 | 0 | 0 | |
| G. | Trade receivables and other non-current assets | 37 | 0 | 37 | 0 | |
| H. | Deferred taxes (assets) | 0 | 0 | 0 | 0 | |
| I. | Participations in associates and joint ventures according to the equity | 0 | 0 | 0 | 0 | |
| II. | CURRENT ASSETS | 19.450 | 7.741 | 7.617 | 0 | |
| A. | Assets held for sale | 0 | 0 | 0 | 0 | |
| B. | Current financial assets | 0 | 0 | 0 | 0 | |
| C. | Finance lease receivables | 0 | 0 | 0 | 0 | |
| D. | Trade receivables | 6.978 | 0 | 6.978 | 0 | |
| E. | Tax receivables and other current assets | 638 | 0 | 638 | 0 | |
| F. | Cash and cash equivalents | 0 | 0 | 0 | 0 | |
| G. | Deferred charges and accrued income | 7.741 | 7.741 | 0 | 0 | |
| TOTAL ASSETS | 339.797 | 7.741 | 7.653 | 312.545 | ||
| LIABILITIES | 200.831 | 7.528 | 179.473 | 13.830 | ||
| I. | Non-current liabilities | 158.798 | 0 | 144.969 | 13.830 | |
| A. | Provisions | 0 | 0 | 0 | 0 | |
| B. | Non-current financial debts | 144.517 | 0 | 144.517 | 0 | |
| C. | Other non-current financial liabilities | 13.830 | 0 | 13.830 | ||
| D. | Trade debts and other non-current debts | 0 | 0 | 0 | 0 | |
| E. | Other non-current liabilities | 452 | 0 | 452 | 0 | |
| F. | Deferred taxes - liabilities | 0 | 0 | 0 | 0 | |
| II. | Current liabilities | 42.032 | 7.528 | 34.504 | 0 | |
| A. | Provisions | 0 | 0 | 0 | 0 | |
| B. | Current financial debts | 28.529 | 0 | 28.529 | 0 | |
| C. | Other current financial liabilities | 0 | 0 | 0 | 0 | |
| D. | Trade debts and other current debts | 3.365 | 0 | 3.365 | 0 | |
| E. | Other current liabilities | 2.610 | 0 | 2.610 | 0 | |
| F. | Accrued charges and deferred income | 7.528 | 7.528 | 0 | ||
| TOTAL LIABILITIES | 200.831 | 7.528 | 179.473 | 13.830 |
(1) Market Valuation in active markets for the same product
(2) Market Valuation in active markets for similar products
(3) Valuation based on other valuation techniques; not based on market valuation in active market
IFRS 13 deals with the practical application of the fair value when it is required or permitted by another standard. This has also been applied in respect to the valuation of the property, solar panels as well as financial instruments.
The practical application of the fair value at the valuation of the investment properties was made on the basis of the real estate expert, largely based on two methods :
The practical application of the fair value at the valuation of the investment properties, based on the capitalization method, was based on the determination of the market rental values and market returns by the real estate expert for all individual sites. In this market rental value and market yields, some corrections are added depending on the specific situation (eg difference between the actual rent and market rental value, the current value of future investments as well as the estimation of future inoccupation).
The table below gives the key assumptions concerning the fair value of investment properties. As mentioned above, the fair value of investment properties is mainly determined by the market rental value (EUR/m²), the equivalent yield (gross yield based on equivalent product at this location). This table shows an overview by geographic region of these two parameters with the minimum, maximum and weighted average. In addition, the
For more information about this market yields we refer to section 4.2.4. of this annual report.
The practical application of the fair value at the valuation of the investment properties, based on the "discounted cash flow" method, is determined on:
The table below shows the main quantitative parameters related to the "discounted cash flow" method:
| Hypotheses Valuation Fair value property investments |
BE | FR | NL |
|---|---|---|---|
| Rental capitalization method | |||
| Rental market value (Min - Max.) (EURO /m²) Rental market value - Weighted average (EURO /m²) |
31,24 - 69,92 45,01 |
35,00- 105,70 46,19 |
44,70 44,70 |
| Equivalent Yield (Min - Max.) (%) Equivalent Yield - Weighted average (%) |
6,58% - 8,71% 7,63% |
7,40% - 14,40% 8,16% |
7,31% 7,31% |
| Actual rent compared to retal market value (%) | 100,80% | 106,70% | 99,53% |
| "Discounted Cash Flow" method (*) | |||
| Actualisation rate (Min - Max.) (%) Actualisation rate (Weighted average) (%) |
5,02% - 9,52% 6,70% |
5,38% - 11,85% 7,08% |
8,27% 8,27% |
(*) the calculation includes 2% inflation for Belgium and the Netherlands and 1% inflation for France.
The table above shows the distance between the minimum and maximum rental market values. This has primarily to do with:
The practical application of the determination of the fair value of the solar panels is based upon a calculation of the net actual value over the remaining term of the green power certificates. For more information, we refer to section 7.6.2.3 of this annual report.
In determining the fair value of derivative instruments, the available fair value provided by the financial institutions and the swap rate of similar products on 31/12/2013 were taken into account, compared to the contracted hedging instruments. The fair value of derivative instruments at 31/12/2013 amounts to EUR 14.378K. This would normally be cataloged under level II. In addition, the company also needs to valuate the "nonperformance risk". Montea has a negative fair value of its hedging instruments.
Based on estimations (credit default swaps at 31/12/2013, the average age of the outstanding swaps), Montea has calculated a "non -performance risk" of EUR 548K, which has a positive influence on the fair value. Because of the activation of this "non -performance risk", the total fair value of EUR -13 830 is included in level III.
The financial liabilities include the bond issued in July 2013 and the drawn down credit lines of EUR 138 million. The practical application of the fair value at the valuation of the bond was based on the indicative pricing on the active market. Since this was not traded at 31/12/2013, the bond is classified in level 2 (market valuation in the active market for a similar product).
At Montea, all credit lines were cloed at variable interest rate (Euribor 3 months). The fair value of the outstanding credit lines is almost equal to the booking amount of the credit lines which they are classified in level II.
With regard to the obligation of segment information, the company applies IFRS 8.
Geographically, the current portfolio is located in Belgium, the Netherlands and France. The sicafi directs and coordinates its affairs on its geographic area and thus also reports according to geographic segmentation. The following tables show the balance sheet and the income statement according to the geographic segmentation.
| (EUR x 1.000) | 31/12/2013 | 31/12/2013 | 31/12/2013 | 31/12/2013 | 31/12/2013 | |
|---|---|---|---|---|---|---|
| BE | FR | NL | Elim. | Conso | ||
| I. | NON-CURRENT ASSETS | 195.346 | 117.746 | 14.300 | -7.045 | 320.347 |
| A. | Goodwill | 0 | 0 | 0 | 0 | 0 |
| B. | Intangible assets | 114 | 0 | 0 | 0 | 114 |
| C. | Investment properties | 180.535 | 117.710 | 14.300 | 0 | 312.545 |
| D. | Other tangible assets | 7.651 | 0 | 0 | 0 | 7.651 |
| E. | Non-current financial assets | 7.045 | 0 | 0 | -7.045 | 0 |
| F. | Finance lease receivables | 0 | 0 | 0 | 0 | 0 |
| G. | Trade receivables and other non-current assets | 1 | 36 | 0 | 0 | 37 |
| H. | Deffered taxes (assets) | 0 | 0 | 0 | 0 | 0 |
| I. | Participations in associates and joint ventures according to the equity | 0 | 0 | 0 | 0 | 0 |
| method | ||||||
| II. | CURRENT ASSETS | 129.384 | 5.251 | 368 | -115.554 | 19.450 |
| A. | Assets held for sale | 0 | 0 | 0 | 0 | 0 |
| B. | Current financial assets | 0 | 0 | 0 | 0 | 0 |
| C. | Finance lease receivables | 0 | 0 | 0 | 0 | 0 |
| D. | Trade receivables | 3.199 | 3.780 | 0 | 0 | 6.978 |
| E. | Tax receivables and other current assets | 97.214 | 303 | 0 | -96.879 | 638 |
| F. | Cash and cash equivalents | 3.583 | 405 | 104 | 0 | 4.092 |
| G. | Deffered charges and accrued income | 25.389 | 763 | 264 | -18.675 | 7.741 |
| TOTAL ASSETS | 324.730 | 122.998 | 14.668 | -122.599 | 339.797 | |
| TOTAL SHAREHOLDERS' EQUITY | 132.025 | 6.416 | 7.571 | -7.045 | 138.967 | |
| I. | Shareholders' equity attributable to the shareholders of the parent | 132.025 | 6.318 | 7.571 | -7.045 | 138.869 |
| company | ||||||
| A. | Share capital | 137.537 | 0 | 45 | -45 | 137.537 |
| B. | Share premiums | 1.771 | 0 | 0 | 0 | 1.771 |
| C. | Reserves | -18.808 | 2.398 | 7.000 | -7.000 | -16.410 |
| D. | Net result of the financial year | 11.524 | 3.920 | 526 | 0 | 15.970 |
| II. | Minority interests | 0 | 98 | 0 | 0 | 98 |
| LIABILITIES | 192.706 | 116.582 | 7.097 | -115.554 | 200.831 | |
| I. | Non-current liabilities | 156.616 | 2.182 | 0 | 0 | 158.798 |
| A. | Provisions | 0 | 0 | 0 | 0 | 0 |
| B. | Non-current financial debts | 142.786 | 1.731 | 0 | 0 | 144.517 |
| C. | Other non-current financial liabilities | 13.830 | 0 | 0 | 0 | 13.830 |
| D. | Trade debts and other non-current debts | 0 | 0 | 0 | 0 | 0 |
| E. | Other non-current liabilities | 0 | 452 | 0 | 0 | 452 |
| F. | Deferred taxes - liabilities | 0 | 0 | 0 | 0 | 0 |
| II. | Current liabilities | 36.089 | 114.400 | 7.097 | -115.554 | 42.032 |
| A. | Provisions | 0 | 0 | 0 | 0 | 0 |
| B. | Current financial debts | 27.157 | 1.372 | 0 | 0 | 28.529 |
| C. | Other current financial liabilities | 0 | 0 | 0 | 0 | 0 |
| D. | Trade debts and other current debts | 1.631 | 1.733 | 1 | 0 | 3.365 |
| E. | Other current liabilities | 2.590 | 108.478 | 7.034 | -115.492 | 2.610 |
| F. | Accrued charges and deferred income | 4.712 | 2.817 | 62 | -62 | 7.528 |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 324.730 | 122.998 | 14.668 | -122.599 | 339.797 |
The amount of EUR 180.535K (investment properties in Section I.C) is EUR 609K higher than the fair value of the investment properties in Belgium (see section 4.2.4). This difference relates to the booking value of the office for personal use.
| (EUR x 1.000) | 31/12/2012 | 31/12/2012 | 31/12/2012 | 31/12/2012 | ||
|---|---|---|---|---|---|---|
| BE | FR | Elim. | Conso | |||
| I. | NON-CURRENT ASSETS | 171.765 | 118.465 | 0 | 290.230 | |
| A. | Goodwill | 0 | 0 | 0 | 0 | |
| B. | Intangible assets | 141 | 0 | 0 | 141 | |
| C. | Investment properties | 163.740 | 118.360 | 0 | 282.100 | |
| D. | Other tangible assets | 7.883 | 0 | 0 | 7.883 | |
| E. | Non-current financial assets | 0 | 0 | 0 | 0 | |
| F. | Finance lease receivables | 0 | 0 | 0 | 0 | |
| G. | Trade receivables and other non-current assets | 1 | 105 | 0 | 105 | |
| H. | Deffered taxes (assets) | 0 | 0 | 0 | 0 | |
| I. | Participations in associates and joint ventures according to the equity method |
0 | 0 | 0 | 0 | |
| II. | CURRENT ASSETS | 123.901 | 7.282 | -113.914 | 17.269 | |
| A. | Assets held for sale | 2.225 | 0 | 0 | 2.225 | |
| B. | Current financial assets | 0 | 0 | 0 | 0 | |
| C. | Finance lease receivables | 0 | 0 | 0 | 0 | |
| D. | Trade receivables | 1.845 | 3.876 | 0 | 5.720 | |
| E. | Tax receivables and other current assets | 99.648 | 430 | -99.233 | 844 | |
| F. | Cash and cash equivalents | 4.433 | 2.574 | 0 | 7.007 | |
| G. | Deffered charges and accrued income | 15.751 | 402 | -14.681 | 1.472 | |
| TOTAL ASSETS | 295.666 | 125.746 | -113.914 | 307.498 | ||
| TOTAL SHAREHOLDERS' EQUITY | 121.265 | 2.498 | 0 | 123.763 | ||
| I. | Shareholders' equity attributable to the shareholders of the parent | 121.265 | 2.398 | 0 | 123.663 | |
| company | ||||||
| A. | Share capital | 128.340 | 0 | 0 | 128.340 | |
| B. | Share premiums | 533 | 0 | 0 | 533 | |
| C. | Reserves | -1.439 | -669 | 0 | -2.108 | |
| D. | Net result of the financial year | -6.168 | 3.067 | 0 | -3.102 | |
| II. | Minority interests | 0 | 100 | 0 | 100 | |
| LIABILITIES | 174.401 | 123.249 | -113.914 | 183.735 | ||
| I. | Non-current liabilities | 138.376 | 3.521 | 0 | 141.898 | |
| A. | Provisions | 208 | 0 | 0 | 208 | |
| B. | Non-current financial debts | 118.841 | 3.071 | 0 | 121.913 | |
| C. | Other non-current financial liabilities | 19.327 | 0 | 0 | 19.327 | |
| D. | Trade debts and other non-current debts | 0 | 0 | 0 | 0 | |
| E. | Other non-current liabilities | 0 | 450 | 0 | 450 | |
| F. | Deferred taxes - liabilities | 0 | 0 | 0 | 0 | |
| II. | Current liabilities | 36.024 | 119.727 | -113.914 | 41.837 | |
| A. | Provisions | 0 | 0 | 0 | 0 | |
| B. | Current financial debts | 30.461 | 1.389 | 0 | 31.851 | |
| C. | Other current financial liabilities | 0 | 0 | 0 | 0 | |
| D. | Trade debts and other current debts | 1.580 | 1.604 | 0 | 3.184 | |
| E. | Other current liabilities | 257 | 114.097 | -113.914 | 439 | |
| F. | Accrued charges and deferred income | 3.726 | 2.637 | 0 | 6.364 | |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 295.666 | 125.746 | -113.914 | 307.498 |
| (EUR x 1,000) | 31/12/2013 | 31/12/2013 | 31/12/2013 | 31/12/2013 | 31/12/2013 | |
|---|---|---|---|---|---|---|
| BE | FR | NL | Elim. | 12 months | ||
| I. | Rental income | 13.037 | 10.737 | 264 | 0 | 24.038 |
| II. | Write-back of lease payments sold and discounted | 0 | 0 | 0 | 0 | 0 |
| III. | Rental-related charges | -372 | -7 | 0 | 0 | -379 |
| NET RENTAL INCOME | 12.665 | 10.730 | 264 | 0 | 23.659 | |
| IV. | Recovery of property charges | 0 | 0 | 0 | 0 | 0 |
| V. | Recovery of charges and taxes normally borne by tenants on let properties | 1.947 | 1.962 | 0 | 0 | 3.910 |
| VI. | Costs payable by tenants and borne by the landlord for rental damage and | 0 | 0 | 0 | 0 | 0 |
| refurbishment at end of lease | ||||||
| VII. | Charges and taxes normally borne by tenants on let properties | -2.469 | -2.325 | -8 | 0 | -4.803 |
| VIII. | Other rental-related income and expenses | 1.014 | 230 | 0 | 0 | 1.244 |
| PROPERTY RESULT | 13.157 | 10.596 | 256 | 0 | 24.010 | |
| IX. | Technical costs | -14 | 0 | 0 | 0 | -14 |
| X. | Commercial costs | -65 | -46 | 0 | 0 | -111 |
| XI. | Charges and taxes of un-let properties | -255 | 0 | 0 | 0 | -255 |
| XII. | Property management costs | -221 | -23 | 0 | 0 | -244 |
| XIII. | Other property charges | -40 | -44 | 0 | 0 | -83 |
| PROPERTY CHARGES | -595 | -112 | 0 | 0 | -708 | |
| PROPERTY OPERATING RESULT | 12.562 | 10.484 | 256 | 0 | 23.302 | |
| XIV. | General costs of the company | -2.688 | -864 | -22 | 0 | -3.573 |
| XV. | Other operating income and expenses | 18 | 145 | 0 | 0 | 163 |
| OPERATING RESULT BEFORE RESULT ON THE PORTFOLIO | 9.892 | 9.765 | 235 | 0 | 19.892 | |
| XVI. | Result on disposal of investment properties | 1.107 | 0 | 0 | 0 | 1.107 |
| XVII. | Result on disposal of other non-financial assets | 0 | 0 | 0 | 0 | 0 |
| XVIII. | Changes in fair value of investment properties | -2.786 | -1.698 | 354 | 0 | -4.130 |
| XIX. | Other portfolio result | 0 | 0 | 0 | 0 | 0 |
| OPERATING RESULT | 8.214 | 8.067 | 589 | 0 | 16.870 | |
| XX. | Financial income | 4.043 | 0 | 0 | -3.994 | 49 |
| XXI. | Net interest charges | -6.210 | -3.940 | -62 | 3.994 | -6.219 |
| XXII. | Other financial charges | -23 | -13 | 0 | 0 | -36 |
| XXIII. | Changes in fair value of financial assets and liabilites | 5.497 | 0 | 0 | 0 | 5.497 |
| FINANCIAL RESULT | 3.307 | -3.953 | -62 | 0 | -708 | |
| XXIV. | Share in the result of associates and joint ventures | 0 | 0 | 0 | 0 | 0 |
| PRE-TAX RESULT | 11.521 | 4.114 | 526 | 0 | 16.161 | |
| XXV. | Corporate taxes | 4 | -196 | 0 | 0 | -193 |
| XXVI. | Exit tax | 0 | 0 | 0 | 0 | 0 |
| TAXES | 4 | -196 | 0 | 0 | -193 | |
| NET RESULT | 11.524 | 3.918 | 526 | 0 | 15.969 | |
| NET CURRENT RESULT (excl. IAS 39) | 7.706 | 5.616 | 172 | 0 | 13.494 | |
| Number of shares in circulation entitled to the result of the period | 6.588 | 6.588 | 6.588 | 6.588 | 6.588 | |
| NET RESULT PER SHARE | 1,75 | 0,59 | 0,08 | 0,00 | 2,42 | |
| NET CURRENT RESULT PER SHARE (excl. IAS 39) | 1,17 | 0,85 | 0,03 | 0,00 | 2,05 |
| (EUR x 1,000) | 31/12/2012 | 31/12/2012 | 31/12/2012 | 31/12/2012 | |
|---|---|---|---|---|---|
| BE | FR | Elim. | 12 months | ||
| I. | Rental income | 10.122 | 9.727 | 0 | 19.849 |
| II. | Write-back of lease payments sold and discounted | 0 | 0 | 0 | 0 |
| III. | Rental-related charges | 91 | -13 | 0 | 78 |
| NET RENTAL INCOME | 10.213 | 9.714 | 0 | 19.927 | |
| IV. | Recovery of property charges | 0 | 0 | 0 | 0 |
| V. | Recovery of charges and taxes normally borne by tenants on let properties | 1.839 | 1.707 | 0 | 3.546 |
| VI. | Costs payable by tenants and borne by the landlord for rental damage and | 0 | 0 | 0 | 0 |
| refurbishment at end of lease | |||||
| VII. | Charges and taxes normally borne by tenants on let properties | -2.406 | -2.058 | 0 | -4.463 |
| VIII. | Other rental-related income and expenses | 1.356 | 143 | 0 | 1.498 |
| PROPERTY RESULT | 11.001 | 9.507 | 0 | 20.508 | |
| IX. | Technical costs | -29 | 0 | 0 | -29 |
| X. | Commercial costs | -65 | -26 | 0 | -91 |
| XI. | Charges and taxes of un-let properties | -174 | 0 | 0 | -174 |
| XII. | Property management costs | -618 | -20 | 0 | -637 |
| XIII. | Other property charges | -96 | -19 | 0 | -115 |
| PROPERTY CHARGES | -981 | -65 | 0 | -1.046 | |
| PROPERTY OPERATING RESULT | 10.020 | 9.442 | 0 | 19.462 | |
| XIV. XV. |
General costs of the company Other operating income and expenses |
-2.116 240 |
-822 -9 |
0 0 |
-2.938 231 |
| OPERATING RESULT BEFORE RESULT ON THE PORTFOLIO | 8.145 | 8.611 | 0 | 16.756 | |
| XVI. | Result on disposal of investment properties | 362 | 0 | 0 | 362 |
| XVII. | Result on disposal of other non-financial assets | 0 | 0 | 0 | 0 |
| XVIII. | Changes in fair value of investment properties | -5.038 | -1.655 | 0 | -6.692 |
| XIX. | Other portfolio result | 0 | 0 | 0 | 0 |
| OPERATING RESULT | 3.469 | 6.956 | 0 | 10.425 | |
| XX. | Financial income | 4.022 | 0 | -3.845 | 178 |
| XXI. | Net interest charges | -5.511 | -3.871 | 3.845 | -5.537 |
| XXII. | Other financial charges | -98 | -12 | 0 | -110 |
| XXIII. | Changes in fair value of financial assets and liabilites | -8.023 | 0 | 0 | -8.023 |
| FINANCIAL RESULT | -9.610 | -3.882 | 0 | -13.492 | |
| XXIV. | Share in the result of associates and joint ventures | 0 | 0 | 0 | 0 |
| PRE-TAX RESULT | -6.141 | 3.074 | 0 | -3.067 | |
| XXV. | Corporate taxes | -28 | -11 | 0 | -39 |
| XXVI. | Exit tax | 0 | 0 | 0 | 0 |
| TAXES | -28 | -11 | 0 | -39 | |
| NET RESULT | -6.168 | 3.062 | 0 | -3.106 | |
| NET CURRENT RESULT (excl. IAS 39) | 6.530 | 4.717 | 0 | 11.248 | |
| Number of shares in circulation entitled to the result of the period | 5.634 | 5.634 | 5.634 | 5.634 | |
| NET RESULT PER SHARE | -1,09 | 0,54 | 0,00 | -0,55 | |
| NET CURRENT RESULT PER SHARE (excl. IAS 39) | 1,16 | 0,84 | 0,00 | 2,00 |
The column "Eliminations" refers to the consolidation entries to be done regarding the consolidation and have no impact on the consolidated results.
In addition to the geographic segmentation, Montea also makes use of occupational segmentation in terms of the client base in order to spread their risk. Since risk spreading is very important in these times, the sicafi also makes the distinction in the current portfolio between the market for logistics and that for semi-industrial property. However for this segment information, the management believes that there is no distinction between business concerns, as both the nature of service and the distinctive character regarding the type of clients are not materially different.
Exposure to foreign exchange, interest rates, liquidity and credit risks, can arise in the exercise of Montea's normal commercial activities. The company analyzes and reviews all risks and hereby defines the strategies in order to manage the economic impact on the performance of the company. The results of this analysis and proposed strategies are reviewed and approved by the Board of Directors on a regular basis.
The sensitivity analysis for the rate risk needs to be conducted on both the net result and equity capital. In view of the fact that there is no hedging, the impact will not differ.
The current and non-current financial debts of Montea consist solely of debts with floating interest. The sicafi uses financial hedging instruments of the IRS (Interest Rate Swaps) type to cover the interest rate risk. In note 17 there is an overview of the fair value of hedging instruments.
An increase or decrease of 1 basis point in the interest rates of our debts with floating interest rates would mean an increase or decrease in the market value of financial hedging instruments by EUR 0.1 million. This sensitivity is not a cash element and would have no impact on the net current result, but rather on the net result.
On 31/12/2013 the interest rate risk was 82.2% hedged so that an increase/decrease in interest rates could have a minimal impact on the sicafi's result. With an increase or decrease of 100 basis points, the annual interest burden for the company would only rise or fall by EUR 245K.
The credit risk is the risk of financial loss to the Sicaf if a client or counterparty fails to meet its contractual obligations. The management has a credit policy and the exposure to credit risk is managed on a continuous basis. Each new tenant must be independently examined for creditworthiness before the Sicaf makes a lease offer, taking into account a rental guarantee of 3 to 6 months.
The sicafi's property portfolio consists exclusively of buildings in Belgium and France and all leases are in EURO. The company is thus not exposed to any exchange rate risk.
In note 34 there is an overview of the financial debts with their respective maturities. The company manages its liquidity risk by making sufficient credit resources108 available and by reconciling both receipts and payments as much as possible.
There are no transactions between affiliated companies.
108 On 31/12/2013, Montea had EUR 160 million of credit lines, of which EUR 138 million is already drawn down. This means that Montea still had EUR 22 million available.
Montea had the right to buy the remaining 5% of the shares of SCI 3R by the end of 2012. This 5% is still owned by the current tenant, Debflex SA, which was the previous owner. The SCI 3R was the beneficiary of a leasing contract concluded on 25 July 1995. This contract fell under the SICOMI system.
Fundamentally, the companies which fall under the SICOMI system are obliged to realise their rental or leasing achievements in function of the companies which actually rent the rented buildings: they can therefore not apply a clause of sublease (Inst. 28 May 1970, 4H-11-70, No. 12).
The Administrative legal doctrine, however, makes an exception in the application of a sublease between two companies, if these are part of the same group or if these are related to each other in the sense of Article 145 of the "CGI". It is for this reason that the company DEBFLEX initially still had a shareholding of 10% in the company SCI 3R, until the time of raising of the purchase option of the building.
No major agreements, not being part of the normal business of the Company and being part of the Montea group, have been concluded to date.
In accordance with the provisions in Article 105 of the Belgian Company Code, the financial statements of Montea Comm. VA is presented as follows in shortened format.
| BALANCE SHEET | IFRS - 31/12/2013 | IFRS - 31/12/2012 | IFRS - 31/12/2011 |
|---|---|---|---|
| 12 months | 12 months | 12 months | |
| ASSETS | |||
| NON-CURRENT ASSETS | 275.588 | 248.469 | 214.097 |
| A. Goodwill | 0 | 0 | 0 |
| B. Intangible non-current assets | 114 | 141 | 52 |
| C. Investment properties | 228.270 | 198.295 | 186.366 |
| D. Other tangible non-current assets | 7.651 | 7.883 | 8.087 |
| E. Financial non-current assets | 39.521 | 42.119 | 19.562 |
| F. Finance lease receivables | 0 | 0 | 0 |
| G. Trade receivables and other non-current assets | 31 | 31 | 30 |
| H. Deferred taxes - Assets | 0 | 0 | 0 |
| I. Participations in associates and joint ventures according to the equity method | 0 | 0 | 0 |
| CURRENT ASSETS | 59.941 | 49.474 | 51.796 |
| A. Assets held for sale | 0 | 2.225 | 2.541 |
| B. Current financial assets | 0 | 0 | 0 |
| C. Finance lease receivables | 0 | 0 | 0 |
| D. Trade receivables | 4.780 | 3.780 | 4.086 |
| E. Tax receivables and other current assets | 45.025 | 36.071 | 39.980 |
| F. Cash and cash equivalents | 3.029 | 5.957 | 4.120 |
| G. Deferred charges and accrued income | 7.107 | 1.441 | 1.070 |
| TOTAL ASSETS | 335.529 | 297.943 | 265.893 |
| BALANCE SHEET | IFRS - 31/12/2013 | IFRS - 31/12/2012 | IFRS - 31/12/2011 |
|---|---|---|---|
| LIABILITIES | |||
| SHAREHOLDERS' EQUITY | 138.457 | 123.229 | 116.463 |
| SHAREHOLDERS' EQUITY ATTRIBUTABLE TO THE SHAREHOLDERS OF THE PARENT COMPANY | 138.457 | 123.229 | 116.463 |
| A. Capital | 137.537 | 128.340 | 107.329 |
| B. Share premium | 1.771 | 533 | 543 |
| C. Reserves | -16.821 | -2.541 | 8.888 |
| D. Net result of the financial year | 15.970 | -3.102 | -297 |
| MINORITY INTERESTS | 0 | 0 | 0 |
| LIABILITIES | 197.072 | 174.714 | 149.430 |
| NON-CURRENT LIABILITIES | 158.148 | 136.176 | 115.539 |
| A. Provisions | 0 | 208 | 0 |
| B. Non-current financial debts | 144.318 | 116.641 | 104.234 |
| C. Other non-current financial liabilities | 13.830 | 19.327 | 11.304 |
| D. Trade debts and other non-current debts | 0 | 0 | 0 |
| E. Other non-current liabilities | 0 | 0 | 0 |
| F. Deferred taxes - liabilities | 0 | 0 | 0 |
| CURRENT LIABILITIES | 38.924 | 38.537 | 33.891 |
| A. Provisions | 0 | 0 | 1.200 |
| B. Current financial debts | 28.529 | 31.851 | 26.782 |
| C. Other current financial liabilities | 0 | 0 | 0 |
| D. Trade debts and other current debts | 2.216 | 1.905 | 1.907 |
| E. Other current liabilities | 2.290 | 124 | -121 |
| F. Accrued charges and deferred income | 5.889 | 4.657 | 4.124 |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 335.529 | 297.943 | 265.893 |
| PROFIT AND LOSS ACCOUNT | IFRS - 31/12/2013 | IFRS - 31/12/2012 | IFRS - 31/12/2011 |
|---|---|---|---|
| 12 months | 12 months | 12 months | |
| I. Rental income (+) |
18102 | 14523 | 14646 |
| II. Write-back of lease payments sold and discounted (+) |
0 | 0 | 0 |
| III. Rental-related charges (+/-) | -278 | 91 | -68 |
| NET RENTAL RESULT | 17824 | 14614 | 14578 |
| IV. Recovery of property charges (+) | 0 | 0 | 0 |
| V. Recovery of charges and taxes normally payable by tenants on let properties (+) |
2703 | 2465 | 2349 |
| VI. Costs payable by tenants and borne by the landlord for rental damage and refurbishment at end of lease (-) | 0 | 0 | 0 |
| VII. Charges and taxes normally borne by tenants on let properties (-) | -3232 | -3004 | -2764 |
| VIII. Other rental-related charges and income (+/-) | 1252 | 1666 | 684 |
| PROPERTY RESULT | 18547 | 15741 | 14847 |
| IX. Technical costs (-) | -14 | -29 | -53 |
| X. Commercial costs (-) | -76 | -76 | -133 |
| XI. Charges and taxes of un-let properties (-) | -255 | -174 | 0 |
| XII. Property management costs (-) | -227 | -628 | -688 |
| XIII. Other property charges (-) | -39 | -115 | -102 |
| PROPERTY CHARGES | -611 | -1022 | -976 |
| PROPERTY OPERATING RESULT | 17936 | 14719 | 13871 |
| XIV. General costs of the company (-) | -3412 | -2764 | -2464 |
| XV. Other operating income and expenses (+/-) | -17 | 230 | -949 |
| OPERATING RESULT BEFORE RESULT ON THE PORTFOLIO | 14507 | 12185 | 10459 |
| XVI. Result on sale of investment properties (+/-) | 716 | 362 | 0 |
| XVII. Result on sale of other non-financial assets (+/-) | 0 | 0 | 0 |
| XVIII. Changes in fair value of investment properties (+/-) | -3448 | -4760 | -3856 |
| XIX. Other portfolio result (+/-) | 0 | 0 | 0 |
| OPERATING RESULT | 11776 | 7787 | 6603 |
| XX. Financial income (+) | 1050 | 1396 | 1493 |
| XXI. Net interest charges (-) | -6242 | -5575 | -5551 |
| XXII. Other financial charges (-) | -27 | -102 | -23 |
| XXIII. Changes in fair value of financial assets and liabilities (+/-) | 9605 | -6570 | -2781 |
| FINANCIAL RESULT | 4386 | -10850 | -6863 |
| XXIV. Share in the result of associates and joint ventures | |||
| PRE-TAX RESULT | 16162 | -3063 | -260 |
| XXV. Corporate taxes (-) | -192 | -38 | -37 |
| XXVI. Exit tax (-) | 0 | 0 | 0 |
| TAXES | -192 | -38 | -37 |
| NET RESULT | 15970 | -3102 | -297 |
| Number of shares in circulation entitled to the result on the period | 6588 | 5634 | 5634 |
| NET RESULT PER SHARE in euro | 2,42 | -0,55 | -0,05 |
| ABBREVIATED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (EUR x 1,000) |
31/12/2013 12 months |
31/12/2012 12 months |
31/12/2011 12 months |
|---|---|---|---|
| Net result | 15.969 | -3.106 | -293 |
| Items taken in the result | -1.286 | -1.196 | 467 |
| Impact on fair value of estimated transfer rights and costs resulting from hypothetical disposal of investments properties |
-1.095 | -1.068 | -1.099 |
| Impact of changes in fair value of solar panels | -191 | -128 | 1.566 |
| Changes in the effective part of the fair value of authorized cash flow hedges | 0 | 0 | 0 |
| Items not taken in the result | 0 | 0 | 0 |
| Comprehensive income | 14.682 | -4.302 | 173 |
| Attributable to: | |||
| Shareholders of the parent company | 14.684 | -4.297 | 170 |
| Minority interests | -2 | -4 | 4 |
| RESULT FOR APPROPRIATION | IFRS - 31/12/2013 | IFRS - 31/12/2012 | IFRS - 31/12/2011 | |
|---|---|---|---|---|
| 12 months | 12 months | 12 months | ||
| A. | NET RESULT | 15.970 | -3.102 | -297 |
| B. | ADDITION TO / WITHDRAWAL FROM RESERVES (-/+) | -2.992 | 13.975 | 10.664 |
| 1. | Addition to / withdrawal from reserves for the (positive or negative) net amount in the changes in fair value of | 3.428 | 4.760 | 17.448 |
| investment properties (-/+) | ||||
| 1a. | financial year | 3.428 | 4.760 | 3.856 |
| 1b. | previous financial years | 0 | 0 | 13.592 |
| 1c. | realisation of investment properties | |||
| 2. | Addition to / withdrawal from reserves from the estimated transfer rights and costs resulting from hypothetical | 590 | 822 | 2.802 |
| disposal of investment properties (-/+) | ||||
| 3. | Withdrawal from the reserve for the net amount of the changes in fair value of authorized hedges qualifying for | 0 | 0 | 0 |
| hedge accounting according to IFRS (-) | ||||
| 3a. | financial year | 0 | 0 | 0 |
| 3b. | previous financial years | 0 | 0 | 0 |
| 4. | Withdrawal from the reserve for the net amount of the changes in fair value of authorized hedges qualifying for | 0 | 0 | 0 |
| hedge accounting according to IFRS (-) | ||||
| 4a. | financial year | 0 | 0 | 0 |
| 4b. | previous financial years | 0 | 0 | 0 |
| 5. | Addition to the reserve for the net amount of the changes in fair value of authorized hedges not qualifying for | -5.497 | 8.033 | 11.294 |
| hedge accounting according to IFRS (-) | ||||
| 5a. | financial year | -5.497 | 8.033 | 4.918 |
| 5b. | previous financial years | 0 | 0 | 6.376 |
| 6. | Addition to the reserve for the net amount of the changes in fair value of authorized hedges not qualifying for | 0 | 0 | 0 |
| hedge accounting according to IFRS (-) | ||||
| 6a. | financial year | 0 | 0 | 0 |
| 6b. | previous financial years | 0 | 0 | 0 |
| 7. | Addition to / withdrawal from reserves of the net amount of exchange rate differences on monetary assets and | 0 | 0 | 0 |
| liabilities (-/+) | ||||
| 8. | Addition to / withdrawal from reserves of deferred taxes on investment properties located abroad (-/+) | 0 | 0 | 0 |
| 9. | Addition to / withdrawal from reserves for the dividends received, used for the reimbursement of the financial | 0 | 0 | 0 |
| debts (-/+) | ||||
| 10. | Addition to / withdrawal from other reserves (-/+) | -1.513 | -2.951 | -24.243 |
| 11. | Addition to / withdrawal from results carried forward from previous financial years (-/+) | 0 | 3.311 | 3.363 |
| C. | REMUNERATION OF THE CAPITAL IN ACCORDANCE WITH ART. 27, §1, subparagraph 1 | 7.447 | 6.344 | 10.367 |
| D. | REMUNERATION OF THE CAPITAL, - OTHER THAN C | 5.531 | 4.529 | 0 |
According to art. 27 Montea must pay out at least the positive difference between the following amounts and for the amount of the positive net result of the financial year and after auditing the transferred losses and the additives/extractions to/of the reserves as meant in ″ point B. Additives/extractions reserves ″ as defined in department 4 of part 1 of chapter 1 of the appendix C:
| ARTICLE 27 MANDATORY DISTRIBUTION | IFRS - 31/12/2013 12 months |
|---|---|
| Positive difference (1) - (2) | 7.447 |
| 80% of the amount defined by the scheme in Annex C of Chapter III (1) | 7.447 |
| Corrected result (A) + net gains (B) | 9.309 |
| Corrected Result + net realized gains on property not exempt from the mandatory distribution (A) | 9.309 |
| Net result | 15.970 |
| + Amortizations | 154 |
| + Depreciations | 136 |
| - Write-back of depreciations | -77 |
| - Write-back of lease payments sold and discounted | 0 |
| +/- Other non-monetary elements | -9.605 |
| +/- Result on sale of property | -716 |
| +/- Changes in fair value of property | 3.448 |
| Realised net gains on property assets not exempt from the mandatory distribution (B) | 0 |
| +/- realized net gains and losses of the financial year | 0 |
| - realized net gains on property assets during the year, exempt from mandatory distribution if reinvested within | |
| 4 years | 0 |
| + realized net gains on property assets previously exempt from mandatory distribution, that were not reinvested within 4 years |
0 |
| Net decrease of the debt (2) | 0 |
| The changes in debt in function of the calculation of the debt ratio | 26.624 |
| Total Liabilities | 22.358 |
| Non-current liabilities - authorized hedges | -5.497 |
| Non-current liabilities - provisions | 0 |
| Non-current liabilities - deferred taxes | 0 |
| Current liabilities - authorized hedges | 0 |
| Current liabilities - provisions | 0 |
| Current liabilities - transitory Accounts | 1.231 |
According to this calculation Montea is obliged to pay a dividend of EUR 7,447K.
As a company, Montea is also required to abide by article 617 of the Company Code under which Montea may not pay a dividend if the net asset value, as the result of a payment being made, would to be less than the amount of the capital combined with the reserves not available for distribution.
According to the table below, Montea still has a buffer of EUR 7,899K after paying the proposed dividend of EUR 1.97K.
| ARTICLE 617 OF THE COMPANY CODE | IFRS - 31/12/2013 | IFRS - 31/12/2012 | IFRS - 31/12/2011 |
|---|---|---|---|
| 12 months | 12 months | 12 months | |
| Paid-up capital or if larger, called-up capital (+) | 137.537 | 128.340 | 107.329 |
| Share premium account unavailable for distribution according to the articles of association (+) | 1.771 | 533 | 543 |
| Reserve for the positive net amount of the changes in fair value of investment properties (+) | 0 | 0 | 0 |
| Reserve for the impact of the estimated transfer rights and costs resulting from hypothetical disposal of | -8.089 | -7.499 | -6.677 |
| investment properties (-) | |||
| Reserve for the net amount of the changes in fair value of authorized hedges qualifying for hedge accounting according to IFRS (+/-) |
0 | 0 | 0 |
| Reserve for the net amount of the changes in fair value of authorized hedges not qualified for hedge accounting | -13.830 | -19.327 | -11.294 |
| according to IFRS (+/-) | |||
| Reserve for the net amount of exchange rate differences on monetary assets and liabilities (+) | 0 | 0 | 0 |
| Reserve for the translation differences, coming from activities abroad (+/-) | 0 | 0 | 0 |
| Reserve for own actions | -639 | -639 | 0 |
| Reserve for the net amount of the changes in fair value of financial assets held for sale (+/-) | 0 | 0 | 0 |
| Reserve for actuarial gains and losses on defined benefit pension plans (+) | 0 | 0 | 0 |
| Reserve for deferred taxes on investment properties located abroad (+) | 0 | 0 | 0 |
| Reserve for received dividends used for the reimbursement of financial debts (+) | 0 | 0 | 0 |
| Other reserves declared unavailable by the Annual General Meeting (+) | 829 | 30 | 30 |
| Legal reserve (+) | 1 | 1 | 1 |
| Non-distributable shareholders' equity in accordance with Article 617 of the company code | 117.580 | 101.438 | 89.931 |
| Net assets before distribution of dividends | 138.457 | 123.229 | 116.463 |
| Proposed dividend payments | 12.978 | 10.874 | 10.367 |
| Net assets after distribution of dividends | 125.479 | 112.355 | 106.096 |
| Remaining margin after dividend distribution | 7.899 | 10.917 | 16.165 |
At the end of 2013, the remaining margin, after dividend payment, fell to EUR 7,899 due to the Trust's capital rising sharply and net assets (calculated in line with article 617 of the Companies' Code and hence stating EUR 0 as the fair value of the property) fell.
Montea Comm. VA is a real estate company (Belgian company: property investment company, French company listing: SIIC) specialised in logistics and semi-industrial real estate in Belgium and France. Montea has been listed on the NYSE Euronext Bruxelles since October 2006 and on the Euronext Paris since December 2006. The activities of Montea as a property investment company began on 1 October 2006, by joining different property portfolios. The company is a leading player on this growing market. In this context, Montea gives its clients flexible, innovative real estate solutions.
Montea is a member of AFILOG (the French Association of Logistics Operators), of Logistics in Wallonia and of the VIL (Flanders Institute for Logistics).
Montea is a public real estate investment company with fixed capital under Belgian law or a public sicafi under Belgian law.
Its French company listing is SIIC (Société d'Investissements Immobiliers Cotée).
The registered and administrative office in Belgium is at B-9320 Erembodegem (Aalst) Industrielaan 27. The headquarters of the permanent listing in France established on 1 October 2010 are located at F-75008 Paris, 18- 20 Place de la Madeleine. The headquarters of the permanent listing in the Netherlands, Montea Nederland NV established on 25 September 2013 at 1118 BH Amsterdam Schiphol, WTC, Schiphol Airport, Schiphol Boulevard 231.
The company is registered in the Register of Legal Entities (Dutch: RPR) of Dendermonde under the number 0417.186.211. Its VAT number is BE 0417.186.211.
The permanent listing in France is registered in the "registre du commerce et des sociétés" of Paris under the number 497 673 145. Its VAT number is FR 06497 673 145.
The permanent listing in the Netherlands is registered at Rotterdam under the RSIN/FI-number 853631712801. Its VAT number is NL85361712801.
The General Partnership share under Belgian law, Montea109 was formed on 26 February 1977 in the form of a limited company under the name Parou, according to a deed executed before Notary Eric Loncin in Puurs, published in the Annexes to the Belgian Official Gazette on 16 March 1977, under number 836-1. Since 1 October 2006, Montea has been recognized as a public property investment company with fixed capital under Belgian law, or abbreviated public sicafi under Belgian law, registered with the Banking Finance and Insurance Commission.
109 On 26 February 1977, the NV Parou was established by Mr Pierre De Pauw, Mrs Marie-Christine De Pauw, Mr Albert De Pauw, Mr Jozef Roumieux, Mr Lucas Roumieux, Mr Joseph Molleman and Mrs Maria Biesemans. In 2006 the name was changed to Montea NV. By 1 October 2006 the public limited company was converted into a limited partnership on shares.
It is subject to the legal system of investment companies with fixed capital as defined in Article 18 of the Act of 3 August 2012 on certain forms of collective management of investment portfolios.
The articles of association have been amended several times and last amended on 19 December 2013 pursuant to a deed executed before Notary Vincent Vroninks, notary in Ixelles.
The company makes a public call on savings within the meaning of Article 438 of the Code of Companies.
The company was established for an indefinite duration.
The financial year starts on 1 January and ends on 31 December of every year, except for the first fiscal year that started on 1 October 2006 and closed on 31 December 2007 and thus lasted 15 months.
The articles of association of the company can be found at the Registry of the Commercial Court of Dendermonde and at the Montea headquarters and on the website www.montea.com.
The statutory and consolidated accounts of Montea were deposited at the National Bank of Belgium, in accordance with statutory provisions. The decisions regarding appointment and dismissal of members of the Board, are published in the annexes to the Belgian Official Gazette.
The meeting notices of the General Meetings are published in the annexes to the Belgian Official Gazette and in two financial newspapers. These meeting notes and all documents relating to the General Meetings are also available on the website www.montea.com.
All press releases and other financial information distributed by Montea can be found on the website www.montea.com. The annual reports can be obtained at the registered office of the company or can be viewed on the website www.montea.com. Each year, they are sent to the shareholders and to the individuals requesting them. The annual reports include the reports of the property expert and of the auditor.
The Montea Group included the following companies:
Industrielaan 27, bus 6, B-9320 Erembodegem (Aalst) RCB Dendermonde 882.872.026 | VAT BE0882.872.026
On 1 October 2006, this company was appointed as Manager and in this capacity manages Montea Comm. VA and its subsidiaries. The company's purpose, in Belgium and abroad, in its own name or on behalf of third parties, for its own account or on behalf of third parties, is to perform actions that are necessary or useful for achieving the civic purpose of Montea Comm. VA. The company, as Manager of Montea Comm. VA, acts in the exclusive interest of all shareholders. The company assesses a fee from the sicafi each year for the carrying out of its functions110.
Industrielaan 27, bus 6, B-9320 Erembodegem (Aalst) RPR-RCB Dendermonde 417.186.211 | VAT BE0417.186.211
Acer Park NV (100%) Registered office: Industrielaan 27, bus 6, B-9320 Erembodegem (Aalst) VAT BE0846.024.201
Registered office: FR-75008 Paris, 18-20 Place de la Madeleine RCS PARIS 497 673 145 00023 | VAT FR06497673145
In order to expand its real estate activity in France, Montea established a branch office under the name Montea SCA, which also acquired the SIIC status as of 24 April 2007. Through this permanent establishment, Montea holds shares in seven French companies
Registered office: WTC Schiphol Airport, Schiphol Boulevard 231, B-Tower, 5th Floor, NL-1118 BH Amsterdam Schiphol
RSIN/FI 853631712801 |VAT NL85361712801.
Registered office: WTC Schiphol Airport, Schiphol Boulevard 231, B-Tower, 5th Floor, NL-1118 BH Amsterdam Schiphol
Registered office: WTC Schiphol Airport, Schiphol Boulevard 231, B-Tower, 5th Floor, NL-1118 BH Amsterdam Schiphol
Registered office: FR-75008 Paris, 18-20 Place de la Madeleine RCS PARIS 493 288 948 00018 | VAT FR33493288948
110 See chapter "Remuneration of the statutory Manager and the Board of Directors". 111 Société d'Investissements Immobiliers Cotée.
112 Société Civile Immobilière or civil property company.
Registered office: FR-75008 Paris, 18-20 Place de la Madeleine SIRET business registration number: RCS NANTERRE 400 790 366 | VAT FR44400790366
By 1 October 2007 Montea had acquired, via its French permanent establishment, 95% of the shares in the French company SCI 3R for approximately EUR 1.8 million. SCI 3R owns a warehouse in Feuquières near Amiens that is let to Debflex for a fixed period of 9 years. The agreement was carried out through the purchase of shares of the company holding the leasing for the building. In the final quarter of 2007, the option for purchasing the building was also drawn up by SCI 3R113.
Registered office: FR-75008 Paris, 18-20 Place de la Madeleine SIRET business registration number: RCS NANTERRE 501 414 254 | VAT FR45501414254
Registered office: FR-75008 Paris, 18-20 Place de la Madeleine SIRET business registration number: RCS PARIS 433 787 967 | BTW FR79433787967
Registered office: FR-75008 Paris, 18-20 Place de la Madeleine SIRET business registration number: RCS PARIS 485 123 129 | VAT FR23485123129
Registered office: FR-75008 Paris, 18-20 Place de la Madeleine SIRET business registration number: RCS PARIS 438 357 659 | VAT FR48438357659
Registered office: FR-75008 Paris, 18-20 Place de la Madeleine SIRET business registration number: RCS PARIS 481 979 292 | VAT FR16481979292
113 The current tenant Debflex is still owner of 5% of the shares of SCI 3R.
Montea's consolidated company capital is EUR 129,486,434.61, including the costs for capital raising (EUR 1.15 million) and variations in the value of own shares (EUR -3 000).
| CAPITAL ET ACTIONS | (x EUR 1.000) | Number of shares |
|---|---|---|
| Foundation 17/10/2006 | 62.380 | 2.855.607 |
| AT 31/12/2006 | 62.380 | 2.855.607 |
| AT 31/12/2007 | 62.380 | 2.855.607 |
| Capital increase (press release 26 March 2008) | 21.972 | 729.747 |
| Partial split through transfer to Montea of the property activity of Unilever | ||
| Belgium BVBA | ||
| AT 31/12/2008 | 84.352 | 3.585.354 |
| Capital decrease (press release 7 December 2009) | -15.388 | 0 |
| Capital decrease through incorporation of losses | ||
| from EUR 84.352.467,07 to EUR 68.964.362,33). | ||
| AT 31/12/2009 | 68.964 | 3.585.354 |
| Capital increase through contribution in capital (see press release 7 May 2010) | 38.364 | 2.048.772 |
| Emission of 2.048.772 new shares - EUR 19,50 per share | ||
| AT 31/12/2010 | 107.329 | 5.634.126 |
| 0 | 0 | |
| AT 31/12/2011 | 107.329 | 5.634.126 |
| Capital increase (see press release of 11 December 2012) | 21.008 | 814.148 |
| acquition of shares of Warehouse 9 through acquition/sale agreement | ||
| AT 31/12/2012 | 128.336 | 6.448.274 |
| Capital increase | 2.719 | 139.622 |
| Opional dividend and acquisition of shares of Acer Parc NV through | ||
| acquisition / sale agreement (see press release of 19 June 2013) | ||
| for the contribition in kind of the shares of Ghent Logistics NV | 6.477 | 221.066 |
| (see press release of 19 December 2013) | ||
| AT 31/12/2013 | 137.533 | 6.587.896 |
The capital is represented by 6,808,962 completely common shares. There are no privileged shares. Each of these shares confer a vote at the General Meeting and these shares represent therefore the denominator for purposes of notification in case of reaching, exceeding or falling below the statutory or regulatory barriers (transparency regulations).
The Manager is authorised to approve increases to the registered capital on the dates and the conditions established by him one or more times, amounting to EUR 108,000,000. This authorisation is valid for a period of five years from the publication (14/06/2011) of the minutes of the extraordinary General Meeting. This authorisation is renewable.
To date, there has been one use of the authorised capital so that the amount of EUR 108,000,000 minus EUR 76,377,004.86 can be used by the manager as part of the authorised capital.
The statutory Manager of Montea Comm. VA is responsible for the information provided in this annual financial report. The statutory Manager has verified this information to the best of his ability. He certifies that, to his knowledge, the information contained in this annual financial report is in accordance with the facts, and that no information or data have been omitted, whereby the disclosure of which would change the purpose of this annual financial report.
The Board of Directors of Montea Management NV states that:
Montea certifies that the information provided by the experts and the recognised auditor was faithfully reproduced. To the extent Montea is aware of and able to ensure this in the light of information published by third parties, no fact was omitted whereby the information shown could be wrong or misleading114.
This annual report includes forward-looking statements. Such statements are based on estimates and forecasts of the company and naturally contain unknown risks, uncertainties and other factors that could result in the results, financial situation, performance and current achievements being different from those expressed or implicitly indicated in these forward-looking statements. Given these uncertainties the forward-looking statements provide no guarantee.
114 Montea hereby confirms that it has received permission for publishing the information of third parties in this report.
Apart from the lawsuits mentioned in point 4.3.12 "Information relating to pending lawsuits", the Board of Directors of Montea Management NV states that there are no government interventions, no lawsuits or arbitration proceedings pending that might have a relevant effect on the financial situation or profitability of Montea and that, to the Board's knowledge, there are no situations or incidents that might lead to such government interventions, lawsuits or arbitration proceedings.
The Board of Directors of Montea Management NV states that to their knowledge:
No changes of any significance have occurred since 31st December 2012 in the group's financial and trading position for which controlled financial information has been published.
As from chapter 7 in this annual report, the consolidated and annual financial accounts of 2012 are compared with the financial accounts of 2011 and 2010. For more information regarding the notes over 2011 and 2010, we refer to the respectively annual reports of 2011 and 2010 published on the website of Montea (www.montea.com).
115 See chapter "Executive Management and executive board of the statutory Manager"
The most recent version dates from the capital increase of 19 December 2013 and are only available in Dutch and in French. This is the Dutch version.
De vennootschap werd opgericht krachtens akte verleden voor Meester Eric Loncin, Notaris te Puurs, op 26 februari 1977, bekendgemaakt in de Bijlage tot het Belgisch Staatsblad van 16 maart nadien, onder nummer 836-1.
− processen-verbaal opgemaakt door notaris François De Clippel, te Dendermonde, op 1 oktober 2006, houdende onder meer wijziging van het doel, omzetting van de vennootschap in een commanditaire vennootschap op aandelen met bevakstatuut, en houdende ondermeer voorwaardelijke fusies met verschillende vennootschappen en kapitaalverhogingen door inbrengen in natura, bekendgemaakt in de Bijlage tot het Belgisch Staatsblad ad van 24 oktober 2006 onder de nummers 20061024/0162795-0162796- 0162797-0162798-0162799-0162800-0162801-0162802-0162803, welke akten werden bekrachtigd bij akte op 17 oktober 2006, bekendgemaakt in de Bijlage tot het Belgisch Staatsblad van 6 december daarna, onder nummer 20061206-0182828.
− proces-verbaal verleden voor notaris François De Clippel, te Dendermonde, op 19 december 2007, waarvan een uittreksel werd bekendgemaakt in de Bijlage tot het Belgisch Staatsblad van 18 januari 2008, onder nummer 08011153.
− proces-verbaal opgemaakt door notaris Vincent Vroninks, geassocieerd notaris te Elsene, op 25 maart 2008, houdende kapitaalverhoging als gevolg van de partiële splitsing van de vennootschap "Unilever Belgium", waarvan een uittreksel werd bekendgemaakt in de Bijlage tot het Belgisch Staatsblad van 9 april daarna, onder nummer 08052478.
− proces-verbaal opgemaakt door notaris Nicolas Moyersoen, notaris te Aalst, vervangende zijn ambtsgenoot notaris Vincent Vroninks, notaris te Elsene, territoriaal belet, op 17 november 2008, houdende wijzigingen aan de statuten, waarvan een uittreksel werd bekendgemaakt in de Bijlage tot het Belgisch Staatsblad van elf december daarna, onder nummer 08191881.
− proces-verbaal opgemaakt door notaris Nicolas Moyersoen, notaris te Aalst, vervangende zijn ambtsgenoot notaris Vincent Vroninks, notaris te Elsene, territoriaal belet, op 31 december 2009, houdende wijzigingen aan de statuten, waarvan een uittreksel werd bekendgemaakt in de Bijlage tot het Belgisch Staatsb1ad van 27 januari daarna, onder nummer 10014627.
− proces-verbaal opgemaakt door notaris Vincent Vroninks, voornoemd, op 2 juli 2010, houdende kapitaalverhoging en wijziging van artikel 6 van de statuten, waarvan een uittreksel werd bekendgemaakt in de Bijlage tot het Belgisch Staatsblad van 15 juli daarna, onder nummer 10105283.
− proces-verbaal opgemaakt door notaris Nicolas Moyersoen, voornoemd, vervangende zijn ambtsgenoot notaris Vincent Vroninks, geassocieerd notaris te Elsene, territoriaal belet, op 17 mei 2011, houdende wijzigingen aan de statuten, waarvan een uittreksel werd bekendgemaakt in de bijlagen bij het Belgisch Staatsblad van 22 juni daarna, onder nummer 11092467.
− proces-verbaal opgemaakt door notaris Vincent Vroninks, geassocieerd notaris te Elsene, op 20 december 2012, houdende wijziging aan de statuten, waarvan een uittreksel werd bekendgemaakt in de bijlagen bij het Belgisch Staatsblad van 24 januari 2013, onder nummer 13014427.
− proces-verbaal opgemaakt door notaris Vincent Vroninks, geassocieerd notaris te Elsene, op 20 juni 2013, houdende vaststelling kapitaalverhoging in het kader van het toegestaan kapitaal door middel van een inbreng in natura in de context van een keuzedividend wijziging aan de statuten, waarvan een uittreksel werd bekendgemaakt in de bijlagen bij het Belgisch Staatsblad van 3 juli daarna, onder nummer 0101481;
− proces-verbaal opgemaakt door notaris Vincent Vroninks, geassocieerd notaris te Elsene, op 19 december 2013, houdende vaststelling kapitaalverhogingen in het kader van het toegestaan kapitaal door middel van een inbreng in natura – wijziging aan de statuten, waarvan een uittreksel werd bekendgemaakt in de bijlagen bij het Belgisch Staatsblad van 6 januari daarna, onder nummer 0006289.
Deze lijst is afgesloten na het opstellen van de gecoordineerde tekst van de statuten naar aanleiding van het proces-verbaal, opgemaakt door notaris Vincent Vroninks, voornoemd, op 19 december 2013.
De vennootschap heeft de vorm van een Commanditaire Vennootschap op Aandelen naar Belgisch recht en draagt de benaming "Montea". Deze naam wordt onmiddellijk gevolgd door en alle stukken die van de vennootschap uitgaan, bevatten de vermelding "Vastgoedbeleggingsvennootschap met vast kapitaal naar Belgisch recht" of "Vastgoedbevak naar Belgisch recht". De vennootschap doet een publiek beroep op het spaarwezen in de zin van artikel 438, alinea 1, van het Wetboek van Vennootschappen. Zij is een openbare instelling voor collectieve belegging met een vast aantal rechten van deelneming onderworpen aan het wettelijk stelsel van de beleggingsvennootschappen et vast kapitaal, genaamd "Bevak", voorzien door artikel 19 van de wet van twintig juli tweeduizend en vier betreffende bepaalde vormen van collectief beheer van beleggingsportefeuilles. De vennootschap heeft geopteerd voor de categorie van beleggingen in vastgoed, zoals voorzien door artikel 7, lid 1, al. 5° van voornoemde wet. De vennootschap is onderworpen aan de relevante bepalingen van de Wet van twintig juli tweeduizend en vier betreffende bepaalde vormen van collectief beheer van beleggingsportefeuilles, evenals aan de Koninklijke besluiten genomen in uitvoering van de wet en van toepassing op openbare instellingen voor collectieve belegging met een vast aantal rechten van
deelneming die beleggen in de in artikel 7, eerste lid, al. 5 van de wet bedoelde activa (vastgoed) (deze wet en deze Koninklijke besluiten worden hierna aangeduid gezamenlijk als de "vastgoedbevak wetgeving").
De duur van de vennootschap is onbeperkt. Zij kan worden ontbonden door een beslissing van de algemene vergadering beraadslagend volgens de voorwaarden en vormen vereist voor een statutenwijziging. De vennootschap zal niet ontbonden worden door het ontslag, de uitwijzing, de herroeping, de uitkoop, de onbekwaam-verklaring, de verhindering, de ontbinding of de faillietverklaring van de beherende vennoot. ARTIKEL 3. ZETEL
De vennootschap is gevestigd te B-9320 Erembodegem, Industrielaan, 27. De zetel kan zonder statutenwijziging verplaatst worden in België bij besluit van de statutaire zaakvoerder, mits inachtneming van de taalwetgeving. De vennootschap kan bij eenvoudige beslissing van de statutaire bijkantoren of agentschappen oprichten zowel in België als in het buitenland.
De vennootschap beeft tot doel het collectiefbeleggen van uit het publiek aangetrokken financieringsmiddelen in vastgoed, zoals gedefinieerd in de vastgoedbevak wetgeving en waaronder begrepen wordt:
Binnen de grenzen van het beleggingsbeleid, zoals omschreven in artikel 5 van de statuten en in overeenstemming met de vastgoedbevak wetgeving, mag de vennootschap zich inlaten met:
De vennootschap kan ter financiering van deze politiek in de ruimst mogelijke mate beroep doen, binnen de grenzen van de vastgoedbevak wetgeving, op externe financiering, al dan niet hiervoor de nodige waarborgen, voorrechten en zekerheden verschaffen, overgaan tot uitgifte van nieuwe aandelen, obligaties of andere schuldtitels al dan niet converteerbaar, met warrant, achtergesteld of anderszins. De beleggingen in roerende waarden worden uitgevoerd overeenkomstig de criteria vastgesteld in de artikelen 56 en 57 van het Koninklijk Besluit van vier maart negentienhonderd eenennegentig tot bepaalde instellingen voor Collectieve Belegging.
Het collectief beleggen in onroerende goederen door middel van kapitalen bijeengebracht door het publiek beroep op het spaarwezen in België of in het buitenland zal, overeenkomstig het Koninklijk Besluit van tien april negentienhonderd vijfennegentig, gebeuren als volgt:
De vennootschap streeft ernaar een gediversifieerde onroerend goed portefeuille met beleggingen in kwalitatief hoogstaande projecten samen te stellen op basis van de volgende criteria:
• in hoofdorde: kwalitatief hoogstaande semi-industriële en industriële gebouwen en/of gronden, bestemd voor fabricage, Iicht industriële activiteiten, distributie, opslag en andere logistieke functies, gelegen op toplocaties in Belgie en in de omliggende Ianden;
• in bijkomende orde: kwalitatief hoogstaande residentiele, commerciële en kantoorpanden geografisch gespreid in heel België en in de omliggende Ianden;
• in laatste orde, wordt er gestreefd naar een goede diversificatie van de risico's door geografische spreiding over de hele Europese Unie met de nadruk op België en de omliggende Ianden en groeizones die daarvan in de toekomst deel kunnen uitmaken; productiespreiding; veelheid van panden en van huurders.
De vennootschap kan dit doel verwezenlijken door een gericht aan- en verkoopbeleid te voeren, eigen ontwikkelingen, renovaties en uitbreidingen te doen, lange- en/of korte termijn verhuringen met solvabel geachte huurders af te sluiten; zij kan zelf of via derden het beheer van deze panden doen.
De vennootschap kan ter financiering van deze politiek in de ruimst mogelijke mate beroep doen binnen het wettelijk kader op extreme financiering, al dan niet hiervoor de nodige waarborgen, voorrechten en zekerheden verschaffen, overgaan tot uitgifte van nieuwe aandelen, obligaties of andere schuldtitels al dan niet converteerbaar, met warrant, achtergesteld of anderszins. De beleggingen in roerende waarden worden uitgevoerd overeenkomstig de criteria vastgesteld in de artikelen 56 en 57 van het Koninklijk Besluit van vier maart Negentienhonderd éénennegentig tot bepaalde instellingen voor Collectieve Belegging.
Het kapitaal van de vennootschap bedraagt honderd achtendertig miljoen zevenhonderd zevenenzestig duizend driehonderd drieënnegentig euro en achtentachtig eurocent (138.767.393,88 EUR) en is vertegenwoordigd door zes miljoen achthonderd en acht duizend negenhonderd tweeënzestig (6.808.962) aandelen zonder vermelding van nominale waarde, die elk een/zes miljoen achthonderd en acht duizend negenhonderd tweeënzestigste (1/6.808.962ste) deel van het kapitaal vertegenwoordigen.
De statutaire zaakvoerder is gemachtigd om het maatschappelijk kapitaal te verhogen op de data en tegen de voorwaarden die hij zal vaststellen, in een of meerdere keren, ten belope van honderd en acht miljoen euro (108.000.000,00 EUR). Deze machtiging is geldig voor een duur van vijf jaar vanaf de bekendmaking in de Bijlagen tot het Belgisch Staatsblad, van de statutenwijziging beslist door de buitengewone algemene vergadering van 17 mei 2011. Zij is hernieuwbaar. Binnen de hierboven gestelde grenzen en zonder afbreuk te doen aan de dwingende bepalingen van het Wetboek van Vennootschappen, kan de statutaire zaakvoerder beslissen het kapitaal te verhogen, hetzij door inbrengen in geld, hetzij door inbrengen in natura, hetzij door omzetting van reserves of uitgiftepremies, naar gelang het geval met of zonder uitgifte van nieuwe aandelen. Verder is de statutaire zaakvoerder gemachtigd door de algemene vergadering om andere effecten uit te geven, waaronder maar niet beperkt tot, converteerbare obligaties, warrants, aandelen zonder stemrecht, aandelen met een voorrecht op dividenden en/of liquidatievoorrecht.
Het is de statutaire zaakvoerder verder toegestaan om het voorkeurrecht, verleend door het Wetboek van Vennootschappen aan de aandeelhouders, te beperken of uit te sluiten zelfs ten gunste van een of meerdere bepaalde personen die geen personeelsleden zijn van de vennootschap of van een van baar dochtervennootschappen mits aan de bestaande aandeelhouders een onherleidbaar toewijzingsrecht wordt verleend bij de toekenning van nieuwe effecten. Dat onherleidbaar toewijzingsrecht voldoet aan de voorwaarden opgelegd door de vastgoedbevak wetgeving en artikel 9.1 van de statuten. Dat recht moet niet worden verleend bij een inbreng in geld in het kader van de uitkering van een keuzedividend onder de voorwaarden voorzien door artikel 9.1 van de statuten. Kapitaalverhogingen door inbreng in natura worden verricht overeenkomstig de bepalingen van de vastgoedbevak wetgeving en artikel 9.1 van de statuten. Dergelijke inbrengen kunnen ook betrekking hebben op het recht op dividend in het kader van de uitkering van een keuzedividend. Onverminderd de machtiging verleend aan de statutaire zaakvoerder overeenkomstig de vorige alinea's, is de statutaire zaakvoerder gemachtigd het geplaatst kapitaal, eenmalig of in meerdere malen, te verhogen in geval van een openbaar overnamebod op alle aandelen van de vennootschap, mits inachtneming van de voorwaarden bepaald in artikel 607 van het Wetboek van Vennootschappen en voor zover de vennootschap de kennisgeving van het openbaar overnamebod van de Autoriteit Financiële Diensten en Markten of "FSMA" heeft ontvangen binnen een termijn van drie jaar na de buitengewone algemene vergadering van 17 mei 2011. In voorkomend geval dient de statutaire zaakvoerder het onherleidbaar toewijzingsrecht voorzien door de vastgoedbevak wetgeving na te Ieven. De kapitaalverhogingen waartoe wordt beslist in het kader van voornoemde machtiging, zullen in mindering worden gebracht van het resterende gedeelte van het toegestaan kapitaal voorzien in de eerste alinea. lndien de statutaire zaakvoerder naar aanleiding van zijn beslissing tot kapitaalverhoging de betaling van een uitgiftepremie vraagt, zal het bedrag van die premie besteed orden aan een onbeschikbare rekening, "uitgiftepremie" genoemd, die in dezelfde mate als het maatschappelijk kapitaal tot waarborg van derden zal strekken, en die onder voorbehoud van incorporatie in het kapitaal, enkel mag verminderd of afgeboekt worden bij beslissing van de algemene vergadering beraadslagend volgens de voorwaarden bepaald in artikel 612 van het Wetboek van Vennootschappen.
8.1. De vennootschap kan haar eigen aandelen verwerven of in pand nemen onder de voorwaarden voorzien door de wet. De vennootschap kan, zonder voorafgaande machtiging van de algemene vergadering, haar eigen aandelen ter beurze of buiten de beurs verwerven of vervreemden onder de voorwaarden opgelegd door de statutaire zaakvoerder.
8.2. De statutaire zaakvoerder is gemachtigd om, mits naleving van de bepalingen van artikel 620 en volgende van het Wetboek van Vennootschappen, te beslissen dat de vennootschap haar eigen aandelen kan verwerven, in pand nemen en vervreemden wanneer de verkrijging of vervreemding noodzakelijk is ter voorkoming van een dreigend ernstig nadeel voor de vennootschap. Deze bevoegdheid is drie (3) jaar geldig, te rekenen vanaf de datum van bekendmaking in de bijlagen tot het Belgisch Staatsblad van de buitengewone algemene vergadering van 17 mei 2011 en kan door de algemene vergadering verlengd worden met eenzelfde termijn.
8.3. De statutaire zaakvoerder is gemachtigd voor rekening van de vennootschap om voor een periode van vijf (5) jaar na de buitengewone algemene vergadering van 17 mei 2011, haar eigen aandelen te verwerven, in pand te nemen of te vervreemden (zelfs buiten de beurs) aan een eenheidsprijs die niet lager mag zijn dan 75% van de slotkoers van de dag voor de datum van de transactie verwerving, vervreemding of inpandneming) en die niet lager mag zijn dan 125% van de slotkoers van de dag voor de datum van de transactie (verwerving, vervreemding of inpandneming) zonder dat de vennootschap meer dan 20% van het totaal aantal uitgegeven aandelen mag bezitten.
8.4. Deze voorwaarden en grenzen gelden eveneens voor de verkrijgingen en vervreemdingen van aandelen van de vennootschap door dochtervennootschappen in de zin van artikel 627, alinea 1 van het Wetboek van Vennootschappen, alsook op deze verworven door personen die optreden in naam maar voor rekening van de dochtervennootschap.
9.1. Kapitaalverhoging
Iedere kapitaalverhoging moet worden verricht in overeenstemming met artikelen 581 a 609 van het Wetboek van vennootschappen evenals de vastgoedbevak wetgeving. Het kapitaal van de vennootschap kan verhoogd worden door beslissing van de algemene vergadering, beraadslagend overeenkomstig het artikel 558 en, in voorkomend geval, artikel 560 van het Wetboek van Vennootschappen, of door beslissing van de statutaire zaakvoerder binnen het kader van het toegestaan kapitaal. Het is de vennootschap evenwel verboden rechtstreeks of onrechtstreeks in te tekenen op haar eigen kapitaal.
Bij een kapitaalverhoging door inbreng in geld beslist door de algemene vergadering of in het kader van het toegestaan kapitaal, kan het voorkeurrecht enkel worden beperkt of opgeheven als aan de bestaande aandeelhouders een onherleidbaar toewijzingsrecht wordt verleend bij de toekenning van nieuwe effecten. Dat onherleidbaar toewijzingsrecht voldoet aan de volgende voorwaarden opgelegd door de vastgoedbevak wetgeving:
Het onherleidbaar toewijzingsrecht is van toepassing op uitgiften van aandelen, converteerbare obligaties (al dan niet achtergesteld) en warrants maar moet niet worden toegekend bij een inbreng in geld met beperking of opheffing van het voorkeurrecht, in aanvulling op een inbreng in natura in het kader van de uitkering van een keuzedividend, voor zover dit effectief voor alle aandeelhouders betaalbaar wordt gesteld.
Kapitaalverhogingen door inbreng in natura zijn onderworpen aan de regels voorgeschreven door artikelen 601 en 602 van het Wetboek van Vennootschappen.
Bovendien, moeten de volgende voorwaarden overeenkomstig de vastgoedbevak wetgeving worden nageleefd bij de uitgifte van effecten tegen inbreng in natura:
Een vermindering van het geplaatst kapitaal kan slechts plaatsvinden indien de aandeelhouders die zich in gelijke omstandigheden bevinden, gelijk worden behandeld, en indien de voorwaarden gesteld door het Wetboek van Vennootschappen worden geëerbiedigd.
Overeenkomstig de vastgoedbevak wetgeving, zijn de bijkomende voorwaarden bij inbreng in natura zoals hierboven vermeld in artikel 9.1 mutatis mutandis van toepassing op de in de artikelen 671 tot 677, 681 tot 758 en 77211 van het Wetboek van vennootschappen bedoelde fusies, splitsingen en gelijkgestelde verrichtingen.
Overeenkomstig de vastgoedbevak wetgeving, bij een kapitaalverhoging door inbreng in geld bij een institutionele vastgoedbevak dochtervennootschap tegen een prijs die I 0 % of meer lager ligt dan de laagste waarde van (a) een netto-inventariswaarde die dateert van ten hoogste vier maanden voor de aanvang van de uitgifte, en (b) de gemiddelde slotkoers gedurende de dertig kalenderdagen voor de aanvangsdatum van de uitgifte, stelt de statutaire zaakvoerder van MONTEA een verslag op waarin hij toelichting geeft bij de economische rechtvaardiging van het toegepaste disagio, bij de financiële gevolgen van de verrichting voor de aandeelhouders van MONTEA en bij het belang van de betrokken kapitaalverhoging voor MONTEA. Dit verslag en de toegepaste waarderingscriteria en -methodes worden door de commissaris van MONTEA in een afzonderlijk verslag toegelicht. Voor de toepassing van de vorige alinea is het toegestaan om van het in punt (b) van het eerste lid bedoelde bedrag een bedrag af te trekken dat overeenstemt met het deel van het niet- uitgekeerde brute-dividend
waarop de nieuwe aandelen eventueel geen recht zouden geven, op voorwaarde dat de statutaire zaakvoerder van MONTEA het af te trekken bedrag van het gecumuleerde dividend specifiek verantwoordt en de financiële voorwaarden van de verrichting in het jaarlijks financieel verslag toeIicht. Indien de betrokken dochtervennootschap niet genoteerd is, wordt de in het eerste lid bedoelde disagio enkel berekend op basis van een netto-inventariswaarde die van ten hoogste vier maanden dateert. Artikel 9.4 is niet van toepassing op kapitaalverhogingen die volledig worden onderschreven door MONTEA of haar dochtervennootschappen waarvan het kapitaal rechtstreeks of onrechtstreeks volledig in banden is van MONTEA.
De aandelen van de vennootschap zijn op naam, in gedematerialiseerde vorm of - zolang de wet dit toelaat - aan toonder, naar keuze van de aandeelhouder. De aandelen zullen steeds op naam zijn in de gevallen vereist door de wet. Binnen de termijnen opgelegd door de wet van 14 december 2005 houdende afschaffing van de effecten aan toonder, kunnen de aandeelhouders op hun kosten schriftelijk de omzetting vragen van aandelen aan toonder in aandelen op naam of in gedematerialiseerde aandelen. De aandeelhouders kunnen tevens op elk ogenblik schriftelijk de omzetting vragen van aandelen op naam in gedematerialiseerde aandelen of omgekeerd.
Conform voornoemde wet zullen de aandelen die op 1december 2014 nog niet automatisch werden omgezet in gedematerialiseerde aandelen of waarvan op die datum mag geen omzetting in aandelen op naam werd gevraagd, automatisch worden omgezet in gedematerialiseerde aandelen. Deze aandelen zullen op een effectenrekening op naam van de vennootschap worden geboekt, zonder dat de vennootschap hierdoor de hoedanigheid van eigenaar verwerft. De uitoefening van de rechten die verbonden zijn aan deze aandelen wordt geschorst totdat de aandeelbouder alsnog de omzetting vraagt en de aandelen op zijn naam worden ingeschreven in het register van aandelen op naam of op een effectenrekening gehouden door de vennootschap, een erkende rekeningbouder of een vereffeningsinstelling. Een gedematerialiseerd aandeel wordt vertegenwoordigd door een boeking op rekening, op naam van de eigenaar of de houder, bij een erkende rekeningbouder of bij een vereffeningsinstelling en wordt overgedragen door overschrijving van rekening op rekening. De aandelen op naam worden ingeschreven in het aandelenregister dat wordt bijgehouden op de maatschappelijke zetel van de vennootschap. De eigendom van de aandelen blijkt uitsluitend uit de inschrijving in het aandelenregister. De effecten die aan toonder waren, reeds zijn uitgegeven en op een effectenrekening zijn ingeschreven, bestaan in gedematerialiseerde vorm naar aanleiding van de omzetting van rechtswege voorgezien door voornoemde wet. De andere effecten aan toonder zullen in gedematerialiseerde effecten automatisch worden omgezet door hun inschrijving op een effectenrekening. Houders van gedrukte aandelen aan toonder die deze aandelen bij een financiële instelling voorleggen teneinde de betaling te bekomen van hun dividend, dienen voorafgaand de inschrijving te vragen van hun aandelen op een effectenrekening. Zolang deze inschrijving op een effectenrekening niet wordt gevraagd, zal de betaling van het dividend verbonden aan deze aandelen worden geschorst.
De aandelen zijn ondeelbaar en de vennootschap erkent slechts een eigenaar per effect. Indien meerdere personen rechten hebben met betrekking tot eenzelfde aandeel, zal de uitoefening van de eraan verbonden rechten geschorst worden tot een enkele persoon is aangeduid als eigenaar van het effect ten opzichte van de vennootschap.
De vennootschap is bevoegd om de - in artikel 460 van het Wetboek van vennootschappen bedoelde effecten uit te geven, met uitzondering van winstbewijzen en soortgelijke effecten en mits inachtneming van de specifieke regels voorgeschreven door de vastgoedbevak wetgeving en de statuten.
De beherende vennoot, die de statutaire zaakvoerder is, staat hoofdelijk en onbeperkt in voor alle verbintenissen van de vennootschap. De beherende vennoot wordt benoemd in de statuten. De stille vennoten staan voor de schulden en verliezen van de vennootschap slechts in tot het beloop van hun inbreng, op voorwaarde dat zij geen enkele daad van bestuur stellen.
De aandelen van de vennootschap moeten toegelaten zijn tot de verhandeling op een Belgische gereglementeerde markt overeenkomstig de vastgoedbevak wetgeving. ledere aandeelhouder is verplicht kennis te geven aan de Autoriteit Financiële Diensten en Markten of "FSMA" van het houden van stemverlenende effecten, stemrechten of met stemrechtverlenende effecten gelijkgestelde financiële instrumenten overeenkomstig de bepalingen van de wetgeving betreffende de openbaarmaking van belangrijke deelnemingen. De quota waarvan de drempeloverschrijdingen verplichten tot een kennisgeving voor de toepassing van de wetgeving betreffende de openbaarmaking van belangrijke deelnemingen worden vastgelegd op 3, %, 5 % en de veelvouden van 5 %. Behoudens de uitzonderingen vermeld in het Wetboek van Vennootschappen, kan op de algemene vergadering niemand deelnemen voor meer stemrechten dan diegene verbonden aan aandelen waarvoor hij minstens twintig (20) dagen voor de datum van de algemene vergadering kennis heeft gegeven van zijn bezit.
15.1. De vennootschap wordt bestuurd door een statutaire zaakvoerder, die de hoedanigheid van beherende vennoot heeft. Tot statutaire zaakvoerder wordt aangesteld voor een eerste beperkte duur van tien (10) jaar startende op een oktober tweeduizend en zes: de Naamloze Vennootschap "Montea Management", met zetel te B-9320 Erembodegem, Industrielaan, 27; ingeschreven in het rechtspersonenregister te Dendermonde en met ondernemingsnummer 0882.872.026 die verklaart dit mandaat te aanvaarden en meedeelt dat niets zich hier tegen verzet. De statutaire zaakvoerder wordt benoemd door een buitengewone algemene vergadering, ten overstaan van een notaris en met inachtneming van de vereisten voor statutenwijziging. Is de statutaire zaakvoerder een rechtspersoon, dan wordt hij voor de uitoefening van de opdracht van statutaire zaakvoerder in naam en voor rekening van de vennootschap vertegenwoordigd door een vaste vertegenwoordiger overeenkomstig artikel 61 § 2 van het Wetboek van vennootschappen.
15.2. De raad van bestuur van de statutaire zaakvoerder moet op een zodanige wijze zijn samengesteld dat MONTEA autonoom en in het uitsluitend belang van haar aandeelhouders kan worden bestuurd. De statuten van de statutaire zaakvoerder bepalen tevens dat deze raad van bestuur ten minste drie onafhankelijke leden telt in de zin van artikel 526ter van het Wetboek van Vennootschappen. De naleving van de in
artikel 526ter bedoelde criteria wordt ook beoordeeld alsof het betrokken onafhankelijke lid van de raad van bestuur van de statutaire zaakvoerder dezelfde bestuurder van MONTEA zou zijn. De leden van de raad van bestuur van de statutaire zaakvoerder moeten de vereiste professionele betrouwbaarheid en de voor de uitoefening van hun taken passende ervaring bezitten overeenkomstig de vastgoedbevak wetgeving. Bovendien, moet de effectieve Ieiding van MONTEA worden toevertrouwd aan ten minste twee natuurlijke personen of eenhoofdige besloten vennootschappen met beperkte aansprakelijkheid onder de voorwaarden opgelegd door de vastgoedbevak wetgeving. 15.3. De statutaire zaakvoerder kan te allen tijde zelf ontslag nemen. De opdracht van de statutaire zaakvoerder kan slechts worden herroepen bij rechterlijke uitspraak op vordering daartoe ingesteld door de algemene vergadering op grond van wettige redenen. De algemene vergadering dient daartoe te beslissen waarbij de statutaire zaakvoerder niet aan de stemming mag deelnemen. De statutaire zaakvoerder blijft zijn functie verder vervullen tot dat zijn afzetting bij een in kracht van gewijsde gegane rechterlijke beslissing is uitgesproken. Een statutaire zaakvoerder is verplicht na zijn ontslag zijn opdracht verder te vervullen totdat redelijkerwijze in zijn vervanging kan worden voorzien. In dat geval zal de algemene vergadering binnen een maand samenkomen om tot de vaste benoeming van een nieuwe statutaire zaakvoerder over te
15.4. Het overlijden, de onbekwaam-verklaring, de ontbinding, het faillissement, het ontslag, de afzetting bij rechterlijke beslissing van de statutaire zaakvoerder om welke reden ook of het vrijkomen van het mandaat van de statutaire zaakvoerder op enige andere wijze, zal niet tot gevolg hebben dat de vennootschap wordt ontbonden, doch hij zal worden opgevolgd door de opvolger-zaakvoerder, aangewezen door de buitengewone algemene vergadering van aandeelhouders, op voorwaarde dat hij, in voorkomend geval, aanvaardt toe te treden tot de vennootschap als beherende vennoot. Indien een statutaire zaakvoerder een rechtspersoon is, leidt de fusie, splitsing, de omzetting of elke andere vorm van vennootschapsrechtelijke herstructurering waarbij de rechtspersoonlijkheid van de statutaire zaakvoerder krachtens het toepasselijk recht voortgezet wordt, niet automatisch tot het ontslag of de vervanging van de statutaire zaakvoerder. In geval van het verlies, in hoofde van de leden van de raad van bestuur of het dagelijks bestuur van de statutaire zaakvoerder van de betrouwbaarheid, ervaring en autonomie vereist door de vastgoedbevak wetgeving, moet de statutaire zaakvoerder of de commissaris(sen) een algemene vergadering bijeenroepen met als agenda de eventuele vaststelling van het verlies van de vereisten en de te nemen maatregelen; deze vergadering moet binnen twee maanden samenkomen; indien enkel een of meerdere leden van de raad van bestuur of van dagelijks bestuur van de statutaire zaakvoerder niet meer aan de bovenvermelde vereisten voldoen, dient de statutaire zaakvoerder hen binnen de maand te vervangen; na deze termijn, zal de vergadering van de vennootschap zoals hierboven bijeengeroepen worden; dit alles in het een of ander geval, onder voorbehoud van de maatregelen die de Autoriteit Financiële Diensten en Markten of "FSMA" zou treffen krachtens haar bevoegdheden.
De statutaire zaakvoerder zal zijn mandaat bezoldigd uitoefenen. Deze bezoldiging telt twee gedeelten: een vast gedeelte en een variabel gedeelte. Het vast gedeelte van de bezoldiging van de statutaire zaakvoerder wordt jaarlijks vastgesteld door de algemene vergadering van Montea Comm. VA. Deze bezoldiging zal op jaarbasis niet minder dan vijftienduizend euro (15.000,00 EUR) bedragen. Het variabel statutair gedeelte is gelijk aan nul komma vijfentwintig procent (0,25%) van het geconsolideerde nettoresultaat van Montea Comm. VA, met uitsluiting van alle schommelingen van de reële waarde van de activa en de afdekkingsinstrumenten. Bovendien kan in overeenstemming met de vastgoedbevak wetgeving de vergoeding van de statutaire zaakvoerder niet worden toegekend in functie van een specifieke verrichting of transactie van de vennootschap of haar dochtervennootschappen. De statutaire zaakvoerder heeft ook recht op de terugbetaling van de kosten welke rechtstreeks met zijn opdracht verbonden zijn.
De statutaire zaakvoerder is bevoegd om alle handelingen van bestuur te verrichten die nodig of dienstig zijn tot verwezenlijking van het doel van de vennootschap, met uitzondering van die handelingen waarvoor volgens de wet alleen de algemene vergadering bevoegd is. De statutaire zaakvoerder stelt driemaandelijkse- en semesterverslagen op, evenals het ontwerp van jaarverslag. De statutaire zaakvoerder kan de vergoeding vaststellen van elke mandataris aan wie speciale bevoegdheden werden toegekend overeenkomstig de vastgoedbevak wetgeving. De statutaire zaakvoerder neemt alle beslissingen naar eigen inzicht.
De vennootschap wordt in al haar handelingen, in en buiten rechte, met inbegrip van de akten voor dewelke de tussenkomst van een openbaar ambtenaar of een notaris vereist is, rechtsgeldig vertegenwoordigd door de statutaire zaakvoerder. Voor elke daad van beschikking met betrekking tot een vastgoed zal de vennootschap moeten worden vertegenwoordigd door de permanente vertegenwoordiger van de statutaire zaakvoerder en ten minste een bestuurder van de zaakvoerder samen optredend. De hierboven vermelde regel is niet van toepassing wanneer een verrichting betrekking heeft op een goed waarvan de waarde minder bedraagt dan het laagste bedrag van 1 % van het geconsolideerde actief van de vennootschap en 2.500.000 EUR. De vennootschap is bovendien, geldig verbonden door bijzondere gevolmachtigden handelend binnen het kader van hun verleende opdracht, onverminderd de verantwoordelijkheid van de statutaire zaakvoerder in geval van overdreven volmacht.
De statutaire zaakvoerder kan gevolmachtigden van de vennootschap aanstellen. Alleen bijzondere en beperkte volmachten voor bepaalde of een reeks bepaalde rechtshandelingen zijn geoorloofd.
De statutaire zaakvoerder is persoonlijk, hoofdelijk en onbeperkt verbonden door de verbintenissen van de vennootschap.
De controle van de vennootschap wordt toevertrouwd aan een of meerdere commissarissen die de taken die hen toevertrouwd worden door het Wetboek van Vennootschappen en de vastgoedbevak wetgeving uitoefenen. De commissaris(sen) moet(en) worden goedgekeurd door de Autoriteit Financiële Diensten en Markten of "FSMA".
De gewone jaarlijkse algemene vergadering wordt ieder jaar gehouden op de derde dinsdag van de maand mei om tien uur of, indien deze dag een wettelijke feestdag is, op de voorgaande werkdag op hetzelfde uur. Een buitengewone of bijzondere algemene vergadering mag bijeengeroepen worden telkens als het belang van de vennootschap zulks vereist. Deze algemene vergaderingen mogen bijeengeroepen worden door de statutaire zaakvoerder of de commissaris(sen) en moeten bijeengeroepen worden telkens de aandeelhouders die samen een vijfde van het maatschappelijk kapitaal vertegenwoordigen er om vragen. De algemene vergaderingen worden gehouden op de zetel van de vennootschap of op iedere andere plaats in de oproepingsbrief of op andere wijze medegedeeld.
Een of meer aandeelhouders die samen minstens 3 % bezitten van het maatschappelijk kapitaal van de vennootschap kunnen, overeenkomstig het Wetboek van Vennootschappen en binnen de perken hiervan, te behandelen onderwerpen op de agenda van dealgemene vergadering Iaten plaatsen en voorstellen tot besluit indienen met betrekking tot op de agenda opgenomen of daarin op te nemen te behandelen onderwerpen. De bijkomende te behandelen onderwerpen of voorstellen tot besluit moeten uiterlijk op de tweeëntwintigste (22ste) dag voor de datum van de algemene vergadering door de vennootschap worden ontvangen.
De algemene vergadering is bevoegd om te beraadslagen en te besluiten ter zake van:
de benoeming en het ontslag van de commissaris(sen);
de vaststelling van de vaste bezoldiging van de statutaire zaakvoerder en van de commissaris(sen);
het instellen van de vennootschapsvordering tegen de statutaire zaakvoerder of de commissaris(sen) en het verlenen van kwijting.
De algemene vergadering heeft voorts alle bevoegdheden die voortvloeien uit de wet en is met name (zonder dat deze opsomming limitatief is) bevoegd om wijzigingen aan te brengen in de statuten, met name om te besluiten tot benoeming van een statutaire zaakvoerder, tot vervroegde ontbinding van de vennootschap, verhoging of vermindering van het geplaatst kapitaal, de mogelijkheid van een toegestaan kapitaal door besluit van de statutaire zaakvoerder, de aflossing van et kapitaal, fusie met een of meerdere vennootschappen, omzetting van de vennootschap in een vennootschap met een andere rechtsvorm.
Overeenkomstig de bepalingen van artikel 533 van het Wetboek van vennootschappen moeten de oproepingen tot een algemene vergadering worden gedaan door middel van een aankondiging die tenminste 30 dagen vóór de vergadering wordt geplaatst in het Belgisch Staatsblad, in een nationaal verspreid blad (behoudens in de gevallen uitdrukkelijk voorzien door het Wetboek van Vennootschappen) en in media overeenkomstig de voorschriften van het Wetboek van vennootschappen. Aan de houders van aandelen, obligaties of warrants op naam, aan de houders van certificaten op naam, die met medewerking van de vennootschap werden uitgegeven, aan de bestuurders en aan de commissarissen worden de oproepingen binnen bovenvermelde oproepingstermijn meegedeeld; deze mededeling geschiedt door middel van een gewone brief tenzij de bestemmelingen individueel, uitdrukkelijk en schriftelijk hebben ingestemd om de oproeping via een andere communicatiemiddel te ontvangen. Van de vervulling van deze formaliteit dient geen bewijs te worden voorgelegd. De oproeping bevat de agenda van de vergadering met opgave van de te behandelen onderwerpen en voorstellen tot besluit, naast datum, uur en plaats van de vergadering en de andere informatie voorgeschreven door het Wetboek van vennootschappen. De vereiste stukken worden ter beschikking gesteld en een afschrift ervan wordt naar de rechthebbenden gezonden in overeenstemming met de desbetreffende bepalingen van het Wetboek van Vennootschappen.
25.1. Het recht om deel te nemen aan een algemene vergadering en om er het stemrecht uit te oefenen wordt slechts verleend op grand van de boekhoudkundige registratie van de aandelen op naam van de aandeelbouder, op de veertiende dag voor de algemene vergadering, om vierentwintig uur (Belgisch uur) (hierna de "registratiedatum"), hetzij door hun inschrijving in het register van de aandelen op naam van de vennootschap, hetzij door hun inschrijving op de rekeningen van een erkende rekeninghouder of van een vereffeningsinstelling, hetzij door voorlegging van de aandelen aan toonder aan een financiële tussenpersoon, ongeacht het aantal aandelen dat de aandeelbouder bezit op de dag van de algemene vergadering.
25.2. De houders van gedematerialiseerde aandelen of aandelen aan toonder die wensen deel te nemen aan de algemene vergadering moeten een attest bezorgen afgeleverd door hun financiële tussenpersoon, of de erkende rekeninghouder of de vereffeningsinstelling, waaruit blijkt met hoeveel aandelen aan toonder of gedematerialiseerde aandelen die respectievelijk zijn voorgelegd of op naam van de aandeelhouder op zijn rekeningen zijn ingeschreven op de registratiedatum, de aandeelhouder heeft aangegeven te willen deelnemen aan de algemene vergadering. De neerlegging cliënt te geschieden op de maatschappelijke zetel van de vennootschap of bij de daartoe door haar aangestelde persoon aangeduid in de oproepingen, uiterlijk op de zesde dag voor de datum van de vergadering.
25.3. De houders van aandelen op naam die wensen deel te nemen aan de algemene vergadering moeten kennis geven van hun voornemen om aan de vergadering deel te nemen bij een gewone brief, fax, e-mail, te richten aan de zetel van de vennootschap of aan het e-mailadres vermeld in de oproepingsbrief, uiterlijk op de zesde dag voor de datum van de vergadering.
25.4. Aandeelhouders zonder stemrecht en obligatiehouders hebben het recht aan de algemene vergadering deel te nemen met raadgevende stem. In de gevallen bepaald bij artikel 481 van het Wetboek van Vennootschappen hebben de houders van aandelen zonder stemrecht gewoon stemrecht.
25.5. De commissaris(sen) woont(wonen) de algemene vergadering bij wanneer de algemene vergadering te beraadslagen heeft op grond van een verslag dat door hem/hen werd opgemaakt.
Elke aandeelhouder mag zich op een algemene vergadering doen vertegenwoordigen door een gemachtigde, al dan niet aandeelhouder. De aandeelhouder kan voor een welbepaalde algemene vergadering slechts een persoon aanduiden als volmacht houder, behoudens afwijkingen
voorzien door het Wetboek van Vennootschappen. Elk verzoek tot verlening van een volmacht bevat, op straffe van nietigheid, ten minste de volgende vermeldingen: 1° de agenda, met opgave van de te behandelen onderwerpen en de voorstellen tot besluit; 2° het verzoek om instructies voor de uitoefening van het stemrecht ten aanzien van de verschillende onderwerpen van de agenda; 3° de mededeling hoe de gemachtigde zijn stemrecht zal uitoefenen bij gebreke van instructies van de aandeelhouder. De volmacht moet ondertekend zijn door de aandeelhouder en moet uiterlijk op de zesde dag voor de datum van de vergadering, worden neergelegd op de maatschappelijke zetel van de vennootschap of op de plaats aangeduid in de oproeping. De mede-eigenaars, de vruchtgebruikers en de naakte eigenaars, de pandhoudende schuldeisers en pandgevende schuldenaars moeten zich respectievelijk door een en dezelfde persoon Iaten vertegenwoordigen. Aandeelhouders kunnen kandidaat-gevolmachtigden, op initiatief van deze laatsten, volmacht verlenen om hen te vertegenwoordigen op de aandeelhoudersvergadering. Dergelijk openbaar verzoek tot het verlenen van volmachten teneinde het stemrecht uit te oefenen in de Vennootschap cliënt te geschieden conform de bepalingen van artikel 549, en in het bijzonder derde tot en met zesde lid, van het Wetboek van vennootschappen.
Mits toestemming van de statutaire zaakvoerder in de oproeping, zullen de aandeelhouders gemachtigd zijn om per brief deel te nemen aan de stemming over de agendapunten door middel van een door de vennootschap ter beschikking gesteld formulier. Het formulier voor het stemmen op afstand bevat minstens de volgende vermeldingen: 1° de naam van de aandeelhouder en zijn woonplaats of maatschappelijke zetel; 2° het aantal stemmen dat de aandeelhouder tijdens de algemene vergadering wenst uit te brengen; 3° de vorm van de gehouden aandelen; 4° de agenda van de vergadering, inclusief de voorstellen tot besluit; 5° de termijn waarbinnen de vennootschap het formulier voor het stemmen op afstand dient te ontvangen en 6° de handtekening van de aandeelhouder. Dit formulier zal uitdrukkelijk vermelden dat het formulier ondertekend moet zijn door de aandeelhouder en uiterlijk op de zesde dag voor de datum van de algemene vergadering worden overgemaakt aan de vennootschap per aangetekende zending.
Elke algemene vergadering wordt voorgezeten door de statutaire zaakvoerder. De voorzitter van de raad van bestuur van de statutaire zaakvoerder wijst een secretaris en stemopnemer aan, die geen aandeelhouder hoeft te zijn. Die twee functies kunnen uitgeoefend worden door een persoon. De voorzitter, de secretaris en de stemopnemer vormen samen het bureau.
29.1. De beraadslaging en stemming geschieden onder de leiding van de voorzitter en in overeenstemming met de gebruikelijke regels van een behoorlijke vergaderingtechniek. De statutaire zaakvoerder geeft antwoord op de vragen die hem tijdens de vergadering of schriftelijk worden gesteld door de aandeelhouders met betrekking tot hun verslag of tot de agendapunten, voor zover de mededeling van gegevens of feiten niet van dien aard is dat zij nadelig zou zijn voor de zakelijke belangen van de vennootschap of voor de vertrouwelijkheid waartoe de vennootschap of de statutaire zaakvoerder zich hebben verbonden. Zodra de oproeping tot een algemene vergadering gepubliceerd is, kunnen de aandeelhouders schriftelijk vragen stellen, die tijdens de vergadering zullen worden beantwoord, op voorwaarde dat de vennootschap de schriftelijke vragen uiterlijk op de zesde dag v66r de vergadering heeft ontvangen. De commissaris(sen) geeft (geven) antwoord op de vragen die hem (hen) worden gesteld door de aandeelhouders met betrekking tot zijn (hun) controleverslag.
29.2. De statutaire zaakvoerder heeft het recht, tijdens de zitting van een jaarvergadering, de beslissing met betrekking tot de goedkeuring van de jaarrekening drie weken uit te stellen, zonder dat deze beslissing enige motivering behoeft. Deze verdaging doet geen afbreuk aan de andere genomen besluiten, behoudens andersluidende beslissing van de algemene vergadering hieromtrent. De volgende vergadering heeft het recht de jaarrekening definitief vast te stellen. De statutaire zaakvoerder heeft tevens het recht elke andere algemene vergadering tijdens de zitting met drie weken uit te stellen, tenzij deze vergadering bijeengeroepen werd op verzoek van een of meer aandeelhouders die tenminste een/vijfde van het kapitaal vertegenwoordigen of door de commissaris(sen).
29.3. De algemene vergadering kan alleen rechtsgeldig beraadslagen of besluiten over punten die in de aangekondigde agenda zijn opgenomen of daarin impliciet zijn vervat. Over niet in de agenda begrepen punten kan slechts beraadslaagd worden in een vergadering waarin alle aandelen aanwezig zijn en mits daartoe met eenparigheid van stemmen besloten wordt. De vereiste instemming staat vast indien geen verzet is aangetekend in de notulen van de vergadering. De agenda moet, naast de te behandelen onderwerpen, de voorstellen tot besluit bevatten. ARTIKEL 30. STEMRECHT
30.1. Elk aandeel geeft recht op een stem, onder voorbehoud van de gevallen voorzien door het Wetboek van Vennootschappen waar het stemrecht geschorst is.
30.2. Is een aandeel met vruchtgebruik bezwaard, dan wordt de uitoefening van het aan dat aandeel verbonden stemrecht uitgeoefend door de vruchtgebruiker behoudens verzet van de blote eigenaar.
30.3. De houders van obligaties en warrants mogen de algemene vergadering bijwonen, doch enkel met een raadgevende stem.
31.1. Gewone en bijzondere algemene vergaderingen
De gewone en de bijzondere algemene vergadering beraadslagen en besluiten op geldige wijze ongeacht het aantal aanwezige of vertegenwoordigde aandelen, doch mits aanwezigheid van de statutaire zaakvoerder. Is de statutaire zaakvoerder niet aanwezig, dan kan een tweede vergadering worden belegd, die beraadslaagt en besluit, ook al is de statutaire zaakvoerder afwezig. De besluiten worden genomen bij gewone meerderheid van stemmen en mits instemming van de aanwezige of vertegenwoordigde statutaire zaakvoerder bij handelingen, die de belangen van de vennootschap jegens derden betreffen, zoals dividenduitkering alsook elk besluit waarbij het vermogen van de vennootschap wordt aangetast.
Onthouding of blanco stemmen en de nietige stemmen worden bij de berekening van de meerderheid verwaarloosd. Bij staking van stemmen is het voorstel verworpen. Van elke algemene vergadering worden tijdens de vergadering notulen opgemaakt die ondertekend worden overeenkomstig artikel 33 van de statuten.
31.2. Buitengewone algemene vergaderingen
De buitengewone algemene vergadering kan over een statutenwijziging alleen op rechtsgeldige wijze beraadslagen en besluiten, wanneer zij die aan de vergadering deelnemen ten minste de helft van het maatschappelijk kapitaal vertegenwoordigen en mits aanwezigheid van de statutaire zaakvoerder. Is het genoemde quotum niet bereikt of is de statutaire zaakvoerder niet aanwezig, dan is een nieuwe bijeenroeping volgens artikel 558 van het Wetboek van Vennootschappen nodig; de tweede vergadering beraadslaagt en besluit op geldige wijze, ongeacht het aanwezige of vertegenwoordigde deel van het kapitaal en ongeacht de afwezigheid van de statutaire zaakvoerder. Een wijziging van de statuten is alleen dan aangenomen, indien zij goedgekeurd werd door de Autoriteit Financiële Diensten en Markten of "FSMA" en wanneer zij drie vierde van de stemmen verbonden aan de aanwezige of vertegenwoordigde aandelen heeft verkregen en met instemming van de aanwezige of vertegenwoordigde statutaire zaakvoerder. Bij de berekening van de vereiste meerderheid worden de stemmen van degenen die zich onthouden, de blanco stemmen en de nietige stemmen als stemmen tegen beschouwd.
De notulen van de algemene vergadering worden ondertekend door de leden van het bureau en door de aandeelhouders die er om vragen. De afschriften of uittreksels in rechte of anderszins voor te leggen, worden door de voorzitter, de secretaris, stemopnemers of de statutaire zaakvoerder ondertekend.
Het boekjaar van de vennootschap gaat telkens in op een januari en eindigt op eenendertig december van ieder jaar. Op het einde van elk boekjaar worden de boeken en bescheiden afgesloten en maakt de statutaire zaakvoerder de inventaris op, alsmede de jaarrekening. De statutaire zaakvoerder stelt tevens een jaarverslag op waarin bij rekenschap geeft van zijn beleid. Met het oog op de algemene vergadering, stelt de commissaris ook een omstandig schriftelijk verslag op. Deze documenten worden overeenkomstig de wet opgesteld.
De vennootschap moet jaarlijks aan baar aandeelhouders, mits inachtneming van de beperkingen voorzien door het Wetboek van Vennootschappen en de vastgoedbevak wetgeving, een dividend uitkeren waarvan het minimum bedrag is opgelegd door de vastgoedbevak wetgeving.
De statutaire zaakvoerder beeft de bevoegdheid om, met inachtneming van de relevante bepalingen van het Wetboek van Vennootschappen en de vastgoedbevak wetgeving, op het resultaat van het boekjaar een interim-dividend uit te keren en de betalingsdatum ervan vaststellen.
De uitbetaling van dividenden waarvan de uitkering door de gewone algemene vergadering werd besloten, geschiedt op de tijdstippen en op de plaatsen bepaald door deze algemene vergadering of door de statutaire zaakvoerder. Elke uitkering van dividenden of interim-dividenden die gebeurde in strijd met de wet dient door de aandeelbouder die deze heeft ontvangen te worden terugbetaald, indien de vennootschap bewijst dat de aandeelbouder wist dat de uitkering te zijnen gunste in strijd met de voorschriften was of daarvan, gezien de omstandigheden, niet onkundig kon zijn.
De statutaire zaakvoerder duidt een instelling aan die zal instaan voor de financiële dienst van de vennootschap overeenkomstig de vastgoedbevak wetgeving. De instelling die instaat voor de financiële dienst kan te allen tijde worden geschorst of ontstaan door de statutaire zaakvoerder. De vennootschap zorgt ervoor dat dergelijke schorsing of ontslag de continuïteit van de financiële dienstverlening niet benadeelt. De schorsingen en ontslagen hierboven vermeld zullen worden bekendgemaakt op de website van de vennootschap en door middel van een persbericht overeenkomstig de wettelijke bepalingen.
Het jaarlijks en halfjaarlijks verslag, inclusief de statutaire en geconsolideerde jaar –en halfjaarlijkse rekening en het verslag van de commissaris, wordt ter herschikking gesteld van de aandeelhouders overeenkomstig de wettelijke bepalingen toepasselijk op emittenten van financiële instrumenten die zijn toegelaten tot de verhandeling op een gereglementeerde markt en de vastgoedbevak wetgeving. Het jaarlijks en halfjaarlijks verslag van de vennootschap wordt op de website van de vennootschap gepubliceerd. De aandeelhouders hebben het recht om zonder kosten een kopie van het jaarlijks en halfjaarlijks verslag te verkrijgen op de maatschappelijke zetel van de vennootschap.
In geval van ontbinding van de vennootschap, om welke reden of op welk tijdstip ook, geschiedt de vereffening door een of meerdere vereffenaar(s) benoemd door de algemene vergadering. De vereffenaar(s) treden/treedt slechts in functie na bevestiging van hun/zijn benoeming door de rechtbank van koophandel. Bij gebreke van benoeming van (een) vereffenaar(s), worden de statutaire zaakvoerder als vereffenaars beschouwd ten aanzien van derden. De vereffenaars vormen een college. Te dien einde beschikken/beschikt de vereffenaar(s) over de meest uitgebreide machten overeenkomstig de toepasselijke bepalingen van het Wetboek van Vennootschappen, behoudens beperkingen opgelegd door de algemene vergadering. De vereffenaar(s) zijn/is gehouden de algemene vergadering bijeen te roepen telkens wanneer de aandeelhouders die een vijfde van de in omloop zijnde effecten vertegenwoordigen het vragen. De algemene vergadering bepaalt de vergoeding van de vereffenaar(s). De vereffening van de vennootschap geschiedt overeenkomstig de bepalingen van het Wetboek van vennootschappen.
Vooraleer de vereffening wordt afgesloten, leggen de vereffenaars het plan voor de verdeling van de activa onder de verschillende schuldeisers voor akkoord voor aan de rechtbank van koophandel van het arrondissement waarbinnen de vennootschap haar zetel heeft. Na aanzuivering van alle schulden, lasten en kosten van de vereffening, wordt het netto- actief vooreerst aangewend om, in geld of in natura, het volgestorte en
nog niet-terugbetaalde bedrag van de aandelen terug te betalen. Het overschot van de vereffening wordt verdeeld onder de aandeelhouders in verhouding met hun rechten.
De statutaire zaakvoerder en vereffenaars van de vennootschap, worden gedurende de uitoefening van hun mandaat geacht keuze van woonplaats te hebben gedaan op de zetel van de vennootschap waar hen alle mededelingen, betekeningen en dagvaardingen geldig kunnen worden gedaan betreffende de zaken van de vennootschap. De houders van effecten op naam zijn verplicht de vennootschap kennis te geven van elke verandering van woonplaats. Bij ontstentenis van kennisgeving worden zij geacht te wonen op hun laatst gekende woonplaats.
Voor alle geschillen tussen de vennootschap, haar statutaire zaakvoerder, baar aandeelhouders en vereffenaars betreffende de zaken van de vennootschap en de uitvoering van de huidige statuten wordt uitsluitend bevoegdheid toegekend aan de rechtbanken van de zetel van de vennootschap, tenzij de vennootschap er uitdrukkelijk aan verzaakt.
De bepalingen van onderhavige statuten die strijdig zijn met enige dwingende bepalingen van het Wetboek van Vennootschappen of de vastgoedbevak wetgeving worden als niet- geschreven geacht; de nietigheid of van een deel van een artikel van onderhavige statuten en andere artikelen.
The sicafi (investment company with fixed capital – sicafi) introduced by the law of 4 December 1990 (replaced by the law of 20 July 2004 replaced by the law of 3 August 2012), enables the creation of institutions in Belgium for investment in real estate, as for in many other countries: Real Estate Investments Trusts (REITs) in the United States, Fiscal Investment (FBI) in the Netherlands, G-REITs in Germany, Sociétés d'Investissements Immobiliers Cotées (SIIC) in France and the UK-REITs in the United Kingdom. In Belgium, the legal framework for sicafis has been in place since 1990, although many of the rights and obligations of this investment instrument were not specifically defined until 1995. This investment instrument was created by the public authorities to enable private investors to also have access to the professional property market and to invest in property projects, which were previously the preserve of institutional investors. The statute was the subject of a Royal Implementing Decree of 10 April 1995, superseded by the Royal Decree of 7 December 2010 relating to sicafis. The Law of 21 December 1994 containing social and various provisions, established the fiscal aspects of the recognition of the existing companies.
The major characteristics of the sicafi are:
The companies seeking recognition as a sicafi or those which merge with a sicafi, are subject to a special tax (exit fee), which is equal to a liquidation tax on the net unrealized capital gains and on the exempted reserves of 16.5% (increased by a crisis contribution of 3%, or 16.995% in total).
116 Calculated on the basis of the schedule specified in Section B of the Annex to the Royal Decree of 21 June 2006, replaced by the Royal Decree of 7 December 2010.
Montea is also a SIIC (Société d'Investissements Immobiliers Cotées) in France and is also listed on the Second Market of Euronext Paris, the second listing after Euronext Brussels. In France, Montea opted for the SIIC status in 2007 to enjoy the benefits associated with the status of sicafi in this country as well. The tax characteristics of the sicafi and SIIC are quite similar: for example, they are both exempt from corporation tax on annual income and realised capital gains. The profits from activities other than leasing or selling real estate are subject to corporation tax.
When the status of sicafi or SIIC is obtained, the company must pay a single tax charge, or "exit fee" This is calculated based on the difference between the investment value of the portfolio and the tax book value of the property. The exit fee, which applies to SIIC is 16.5%. The payment of the exit fee for SIIC is spread over four years, with the payment of an initial tranche of 15% after the first year. In Belgium, at least 80% of the operating profits have to be distributed In France this percentage is 85%, but only after deduction of depreciation.
The provisions relating to the payment of capital gains on the sale of real estate differ substantially. In Belgium, a minimum of 80% has to be distributed unless it is reinvested. For SIICs however, at least 50% of the profits have to be distributed at the end of the year following that in which it was earned. Also with regard to SIICs, dividends from subsidiaries which are exempt from corporate taxation have to be entirely distributed during the year when they are received. In terms of the shareholding structure, at least 30% of the shares in sicafi have to be "free float", i.e. shares which are available for trading. In France, it has to be 40%. SIICs are not restricted to a maximum debt ratio. sicafi on the other hand previously had a maximum debt ratio of 50%, which has now been raised to 65% by the Royal Decree of 21 June 2006 (replaced by the RD of 7 December 2010).
French regulations on fire safety for warehouses, concerning the following aspects: (i) fire resistance of structural elements, (ii) fire resistance of secondary elements and (iii) overall behaviour of structures in fire.
Royal Decree of 7 December 2010 on sicafi, B.S. of 28 December 2010.
Royal Decree of 21 June 2006 on accounting, annual statements and consolidated statements of public sicafi.
Public offer of Montea shares that ended in admission of such shares to Euronext Brussels on 17 October 2006
Montea Comm. VA, a general partnership with share capital with registered office at Industrielaan 27, 9320 Erembodegem and registered in the Dendermonde Register of Legal Entities under the number of 0417.186.211.
Montea Management NV, a limited liability company with registered office at Industrielaan 27, 9320 Erembodegem and registered in the Dendermonde Register of Legal Entities under the number of 0882.872.026.
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