Annual Report • Jun 10, 2022
Annual Report
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IN RETAIL WE TRUST
4
REMARKABLE REAL ESTATE FACTS
2 21/22 IN BRIEF
170 FINANCIAL REPORT
14
MANAGEMENT REPORT
10 LETTER TO THE SHAREHOLDERS
The Belgian public real estate investment trust Retail Estates nv is a niche player specialised in making in out-of-town retail properties located on the periphery of residential areas or along main access roads to urban centres available to users. Retail Estates nv acquires these real properties from third parties or builds and commercialises retail buildings for its own account. The buildings have useful areas ranging between 500m² and 3,000m². A typical retail building has an average area of 1,000 m².
The most important long-term goal for Retail Estates nv is to assemble, manage and expand a portfolio of out-of-town retail real estate which ensures steady, long-term growth due to its location and the quality and diversifi cation of its tenants. The projected growth results both from the value of the assets and the income generated from leasing.
CONTENTS CONTENTS
Estates nv is to compose, manage and expand a portfolio of peripheral retail properties that ensures steady growth through the choice of location and the quality and diversi cation of the tenants."
Retail Estates becomes an independently managed investment company with fixed capital
Optional stock dividend offered to the shareholders for the first time
portfolio Real estate portfolio reaches the milestone of EUR 250 million
Sicaf becomes Belgian Reit (regulated real estate company)
Diversification of financing sources bond issue - private placement
The financial year of retail estates nv starts on 1 april and ends on 31 march. The key figures below are consolidated figures.
| REAL ESTATE PORTFOLIO | 31.03.2022 | 31.03.2021 | 31.03.2020 | |
|---|---|---|---|---|
| Number of properties | 987 | 992 | 969 | |
| Total lettable area in m² | 1 177 577 | 1 153 448 | 1 136 492 | |
| Estimated fair value (in €) | 1 759 879 000 | 1 717 245 000 | 1 661 753 000 | |
| Estimated investment value (in €) | 1 833 757 000 | 1 789 397 000 | 1 719 120 000 | |
| Average rent prices per m² | 104.14 | 102.24 | 102.28 | |
| Occupancy rate | 97.83% | 97.07% | 97.92% |
| Shareholders' equity | 920 980 000 | 808 223 000 | 798 987 000 |
|---|---|---|---|
| Debt ratio (RREC legislation, max. 65%)* | 49.15% | 52.18% | 53.10% |
| Net rental income | 115 579 000 | 100 402 000 | 107 614 000 |
|---|---|---|---|
| Property result | 113 504 000 | 98 738 000 | 106 204 000 |
| Property costs | -10 524 000 | -6 877 000 | -9 052 000 |
| Operating corporate costs and other current | |||
| operating income and expenses | -6 050 000 | -6 123 000 | -5 593 000 |
| Operating result before result on portfolio | 96 930 000 | 85 737 000 | 91 559 000 |
| Result on portfolio | 22 096 000 | -4 146 000 | -4 884 000 |
| Operating result | 119 026 000 | 81 592 000 | 86 675 000 |
| Financial result | 16 158 000 | -17 757 000 | -25 533 000 |
| Net result | 131 837 000 | 61 436 000 | 58 098 000 |
| EPRA earnings | 75 265 000 | 62 908 000 | 69 199 000 |
* The Royal Decree of 13 July 2014 (the "RREC R.D."), last modified by the Royal Decree of 28 april 2020 in execution of the Law of 12 May 2014 (the "RREC Law"), last modified by the Law of 2 june 2021 on regulated real estate companies (Belgian REITs).
| Net asset value per share (investment value) excl. dividend excl. the fair value |
|---|
| INFORMATION PER SHARE | 31.03.2022 | 31.03.2021 | 31.03.2020 |
|---|---|---|---|
| Number of shares | 13 226 452 | 12 665 763 | 12 630 414 |
| Number of dividend bearing shares | 13 226 452 | 12 665 763 | 12 630 414 |
| Net asset value (NAV) (IFRS) | 69.63 | 63.81 | 63,26 |
| EPRA NTA | 68.46 | 65.53 | 65,27 |
| Net asset value per share (investment value) excl. dividend excl. the fair value |
|||
| of authorised hedging instruments | 69.67 | 66.43 | 65,73 |
| EPRA earnings per share | 5.84 | 4.97 | 5,60 |
| Gross dividend per share | 4.60 | 4.50 | 4,40 |
| Net dividend per share | 3.22 | 3.15 | 3,08 |
| Gross dividend yield on closing price (excl. dividend) | 6.22% | 7.71% | 9,28% |
| Net dividend yield on closing price (excl. dividend) | 4.36% | 5.39% | 6,50% |
| Closing price on closing date | 73.90 | 58.40 | 47,40 |
| Average share price | 68.84 | 57.26 | 81,11 |
| Evolution of share price during the financial year | 26.54% | 23.21% | -33,01% |
| Over-/undervaluation compared to net asset value IFRS | 6.13% | -8.48% | -25,07% |
Jan De Nys MANAGING DIRECTOR
Paul Borghgraef CHAIRMAN OF THE BOARD OF DIRECTORS Thanks to the resilience of our sector, our results have returned to the level of the pre-Covid-19 year 2019-2020 which, as you may recall, was the best fi nancial year ever since our initial public offering in 1998. The rental income has recovered to a high level, amounting to € 115.60, and thanks to a sustained cost control the EPRA earnings1 have reached € 75.26 million.
The EPRA earnings per share amount to € 5.84, an increase by € 0.87 (+17.41%) compared to the previous fi nancial year. In comparison: the EPRA earnings per share in the pre-Covid-19 year were € 5.60.
The investment value of our real estate portfolio is supported by the good results of the out-of-town real estate sector across Europe. More real estate investors than ever have turned to our segment of retail properties, resulting in increased competition. This was in particular noticeable in late 2021 in the Netherlands, where institutional investors pushed up the sales prices. The resulting decrease in initial yields has led to a particularly high added value for our Dutch real estate portfolio (€ 21.53 million value increase), which has fully compensated the depreciation on 1 January 2021 following the increase in the real estate transfer tax from 6 to 8 per cent (€ 9.04 million value decrease). On the Belgian market, the high sales prices for solitary retail units stand out. Food and commodities retail units in particular, as well as DIY shops, yield high sales prices although their turnover and profi t levels have again decreased to pre-Covid-19 levels, or even lower for some of them.
1 EPRA earnings are calculated as follows: net result excluding changes in the fair value of investment properties, excluding the result on the disposal of investment properties
The real estate investments were supported by the acquisition of an important retail portfolio mainly consisting of retail cluster locations in Belgium following a non-monetary contribution on 14 October 2021. The 27 retail properties represent a value of € 35.86 million and generate a rental income of € 2.42 million. In Bruges, an older part of the retail park V-Mart was demolished and replaced by a new construction, which has been let entirely. This
€ 1.37 million investment is a good example of the continuous attention we pay to improving our real estate portfolio. We furthermore took advantage of the strong demand in the investment market to sell a total of 15 retail properties in Belgium and the Netherlands, a retail park in Lommel and part of a non-strategic retail park in Leiderdorp, which yielded € 31.81 million in sales revenue and generated € 0.33 million in added value compared to the fair value. Part of these proceeds was reinvested and another part was used, in combination with the € 35.86 million capital increase of October 2021, to lower the debt ratio to below the targeted level of 50 per cent by 31 March 2022.
Keep calm and carry on.
Paul Borghgraef Jan De Nys
Voorzitter van de Raad Gedelegeerd van Bestuur bestuurder
Dear shareholders,
During the past fi nancial year 2021-2022, which was closed on 31 March, the Covid-19 epidemic was still very much present and undeniably played a major role in consumer behaviour. However, the retail sector was less affected by compulsory closures than in the previous 2020-2021 period. Only in the Netherlands did the government order a 4-week closure in the period December 2021 - January 2020, which affected all of our retail properties. Therefore, the impact of the compulsory shop closures on the activities of Retail Estates was limited compared to the previous fi nancial year. Our company was also spared from major bankruptcies of customers, partly thanks to the government grants benefi ting both consumers and retailers.
Among the different retail segments represented in our real estate portfolio, the home decoration sector once again is the big winner. Consumers made considerable investments in their homes and gardens, causing more than half of our retail units to have a very good to excellent year in spite of the Covid-19 epidemic. The food and commodities sector also achieved higher sales fi gures than usual in the periods when catering businesses were closed. The fashion sector recovered slowly, as social life was severely restricted for several months during the previous fi nancial year and telework had become the rule. In this context we experienced no problems concluding new leases and lease renewals, led by the Dutch portfolio of retail properties, which are virtually all let, and with a strong recovery in Belgium almost to pre-Covid level. The Covid-19 epidemic has been a real challenge for the retail sector over the past two years, but our decision to focus on out-of-town retail properties and retail parks in particular has proven to be the right one.
" Thanks to the resilience of our sector, our results have returned to the level of the pre-Covid-19 year 2019- 2020 which, as you may recall, was the best nancial year ever since our initial public offering in 1998. "
and excluding changes in the fair value of fi nancial assets and liabilities.
The Belgian public real estate investment trust Retail Estates nv is a niche player specialised in making in out-of-town retail properties located on the periphery of residential areas or along main access roads to urban centres available to users. Real Estates NV acquires these real properties from third parties or builds and commercialises retail buildings for its own account. The buildings have useful areas ranging between 500m² and 3,000m². A typical retail building has an average area of 1,000 m².
The most important long-term goal for Retail Estates nv is to assemble, manage and expand a portfolio of out-of-town retail real estate which ensures steady, long-term growth due to its location and the quality and diversifi cation of its tenants. The projected growth results both from the value of the assets and the income generated from leasing.
In the short term, this goal is being pursued by continuously monitoring the occupancy rate of the portfolio, the rental income and the maintenance and management costs.
The selective purchase and construction of retail buildings at particular locations (so-called 'retail clusters and retail parks') are aimed at simplifying the management and boosting the value of the portfolio. Retail Estates nv has currently identifi ed 81 clusters and retail parks in which it systematically increases its investments. Taken together, these clusters and retail parks represent 86.66% of its portfolio. The real estate portfolio is spread throughout Belgium and the Netherlands.
Over the past years, Retail Estates nv has concentrated on continuously improving the quality of its properties and expanding its real estate portfolio.
In principle, Retail Estates nv rents its properties as a building shell, with the furnishings, fi ttings and maintenance left to the discretion of the tenants. Retail Estates nv's own maintenance costs are essentially limited to the maintenance of car parks and roofs, and can be planned in advance in most cases.
Most of its tenants are well-known retail chains.
As of 31 March 2022, Retail Estates nv has 987 premises in its portfolio with a total retail area of 1,177,577 m². The occupancy rate of these buildings measured in rented square metres is 97.83%.
On 31 March 2022, the fair value of the investment properties of Retail Estates nv and its subsidiaries is estimated by the independent real estate experts at € 1,759.88 million (value excluding transaction costs) and the investment value at € 1,833.76 million (value including transaction costs).
Retail Estates nv has invested a total of € 15.75 million in "Distri-Land" real estate certifi cates. It currently holds 87.09% of the issued "Distri-Land" real estate certifi cates. The issuer of these real estate certifi cates owns 10 retail properties with a fair value of € 19.53 million.
Retail Estates nv seeks to optimise its real estate portfolio in terms of profi tability and potential capital gains by paying attention to a number of criteria which serve as guidelines when acquiring real estate:
Based on the insight that management has acquired into the profi tability of its tenants, the locations that are selected aim to offer Retail Estates nv's tenants the best chances of success. In this respect, the company seeks to achieve a healthy balance between the supply of retail properties and the demand from retailers. The aim in this is to develop a number of cluster locations and retail parks.
In order to reconcile the profi tability expectation of Retail Estates nv and its tenants over the long term, special attention is paid to rental prices. Experience has shown that the excessive rents charged by certain project developers result in a high level of customer turnover when the results do not quickly meet the retailers' expectations.
The annual report of Retail Estates is a combined report within the meaning of articles 3:6 and 3:32 of the Belgian Code of Companies and Associations. The elements to be included in this report on the basis of these articles are discussed in the different chapters.
This annual report contains forward-looking statements, including but not limited to statements using such words as "believe", "anticipate", "expect", "intend", "plan", "pursue", "estimate", "can", "will", "continue", and similar expressions. These forward-looking statements are made in the context of known and unknown risks, uncertainties and other factors that might cause the actual results, the fi nancial condition, the performance or the accomplishments of Retail Estates nv and its subsidiaries ("the Group") or the results of the sector to differ considerably from the expected results, performance or accomplishments expressed or implied in the aforementioned forward-looking statements. Given these uncertainties, investors are advised not to place undue reliance on such forward-looking statements.
Retail Estates nv
Since 24 October 2014, Retail Estates nv has been
BE-REIT legislation, which includes restrictions relative to its activities, debt ratio and appropriation of results. As long as it respects the above-mentioned rules, the company benefits from an exceptional tax regime. This regime allows Retail Estates nv to pay virtually no corporate tax on its earnings in Belgium, thereby ensuring that the result available for distribution is higher than for real estate companies that do not enjoy this status. As a public BE-REIT, Retail Estates nv also has additional assets, such as its strongly diversified real estate portfolio and the fact that it has been incorporated for an indefinite period of time.
Investments in out-of-town retail real estate have, over the years, become more attractive owing to a stricter permit policy adopted by the government, a very limited supply of high-quality shop locations and a continuously high level of demand. The internationalisation of the retail property market, in conjunction with the shift from city centre to out-of-town shopping, has had a positive influence on the out-of-town retail real estate market. This evolution, as well as the tendency to further institutionalise the investment market for out-of-town retail real estate, not only explains the rise in rents, but also the increase in the fair value of this real estate in the longer term. Moreover, several tenants of the company have incorporated the benefits of distance selling – by means of online selling – in their retail concept. This tendency even extends to the points of sale, which benefits these companies' market position.
Each Retail Estates nv shareholder owns an investment instrument that can be traded freely and cashed in at any time via Euronext. Retail Estates has furthermore also been listed on Euronext Amsterdam since 11 April 2018, one week after the 20th anniversary of its listing on Euronext Brussels. All shares of Retail Estates nv are held by the public and a number of institutional investors. On 3 June 2022, five shareholders reported that, in accordance with the transparency legislation and Retail Estates nv's articles of association, they have stakes exceeding the statutory threshold of 3% and/or 5% (further explanation in the "Shareholding structure" section of this management report).
The Euronext pricing lists, which are published in the daily press and on the Euronext website, enable shareholders to follow the evolution of their investments at all times. The company also has a website (www.retailestates.com) with relevant shareholder information.
The net asset value (NAV) of the share is an important indication of its value. The net asset value is calculated by dividing the consolidated shareholders' equity by the number of shares. The NAV (IFRS) amounted to € 69.639 on 31 March 2022. This represents an increase by 9.12% (€ 63.81 over the previous year). On 31 March 2022, the stock market price of the share was EUR 73.90, representing a premium of 6.13%.
The EPRA NTA (net tangible asset) amounts to € 68.46, compared to € 65.53 in the previous year. This increase is mainly explained by the inclusion of the results of the financial year and te value increases in the real estate portfolio in the Netherlands. Compared to the previous financial year, the number of shares of Retail Estates nv increased by 560,689.
Retail Estates nv spreads its investments throughout all major retail areas in Belgium and the Netherlands. In practice, however, it invests little in the Brussels Capital Region due to its extremely low supply of out-of-town locations. As a result, the public BE-REIT prefers to concentrate its investments in sub-regions with strong purchasing power (mainly the Brussels – Ghent – Antwerp triangle and the "green axis" of Brussels – Namur – Luxembourg in Belgium as well as the "Randstad" region in the Netherlands and the east-west axis of the country).
Retail Estates nv has significant experience in developing new retail buildings for its tenants for its own account. Experience shows that such developments offer architecturally attractive retail properties which generate a higher initial income than retail buildings offered on the investment market. The redevelopment of out-oftown shopping clusters into large groups of modern, connected retail properties also becomes more important by the year. Such redevelopments generally allow for an increase in lettable area and a better alignment of the premises with tenants' needs.
Another distinct advantage of redevelopments is that parking and road infrastructure is improved and retail properties are modernised.
Retail Estates nv seeks to have as many different retail sectors as possible represented in its list of tenants, with a preference for sectors known to have valuable retail outlets. In times of economic hardship, not all retail sectors are equally affected by a possible fall in turnover. A good distribution over diverse sectors limits the risks attached to negative economic developments.
On 31 March 2022 the total amount of the noncurrent assets under construction is € 15.51 million. We distinguish five types of non-current assets under construction: speculative land positions (the so-called "land bank", i.e. residual lands of existing portfolios that are intended for possible development or will be sold at a later stage if no redevelopment is possible); prospective projects, projects under predevelopment, projects under development and projects specifically linked to sustainability.
On 31 March 2022, the speculative land positions represented € 1.57 million, the prospective projects represented € 10.99 million, the projects under predevelopment represented € 1.58 million, the projects under development represented € 0.52 million and the projects specifically linked to sustainability represented € 0.86 million.
In 2014, Retail Estates acquired the retail park at Wetteren with 14 retail units and a gross retail area of 10,423 m². The retail park, which opened in 2008, is known as Frunpark Wetteren. It is very successful and attracts consumers from far and wide. In 2016, Retail Estates nv acquired, by way of speculation, an adjacent plot of land with two SME properties (investment of approx. € 9 million), which are currently let. According to the Spatial Implementation Plan, a permit can in principle be obtained for retail properties destined for large-scale retail as well as for SME properties. The permit is expected in the course of 2023, the completion of the mixed-use project with retail units and SME properties is expected in the course of 2024. The costs of the procedures already completed and the preparation of the request for an environmental permit currently amount to € 0.45 million. The investment in this extension will amount to € 9 million.
For the retail park in Heerlen, the permit for the modernisation of the entire façade of the oldest part of retail park I has been received. The additional investment is expected to amount to approximately € 4.60 million. Completion is expected within the year.
In Halle, the existing retail area will be extended. The additional investment is expected to amount to approximately € 1.1 million. The permits required for this development have been obtained. This project requires the construction of a number of apartment buildings. As this is a matter outside the scope of Retail Estates, a cooperation with a property developer was negotiated, who can develop this part of the project. Completion is expected in the course of the 2023-2024 financial year.
Within the context of the ESG strategy, Retail Estates has a separate category for sustainable non-current assets under construction.
Retail Estates invested in the installation of photovoltaic panels on the roof of its retail park in Hasselt adjacent to the IKEA site. Photovoltaic panels are installed with a total capacity of 407 kWp, which are expected to generate more than 340 MWh of green power each year. This € 0.31 million investment will also have a positive impact on the tenants' operational expenses. The provisional delivery of these solar panels took place in October 2021.
Photovoltaic panels were installed with a capacity of 1,157 kWp, which are expected to generate more than 8,932 MWh of green power each year. This € 0.80 million investment will also have a positive impact on the tenants' operational expenses. Retail Estates will receive an annual fee of € 0.07 million. The provisional delivery of these photovoltaic panels took place in May 2022.
On 5 October 2021, Retail Estates concluded a contribution agreement with NV De Vleterbeek, a 100% subsidiary of the family-owned investment group Shopinvest, which resulted in a non-monetary contribution amounting to € 35,856,125.00. Within the scope of the authorised capital, the board of directors proceeded to the issue of 560,689 new shares by way of compensation for this contribution, as an issue price of € 63.95 per new share. The new shares were issued with coupon number 30 attached and will share in the profits of the closed financial year that commenced on 1 April 2021. The contributed real estate portfolio consists of 27 retail properties located on 17 sites, the vast majority of which are connected to sites where Retail Estates has already developed a cluster. The annual rental income amounts to € 2.42 million, which comes down to an average rent of € 91.32 per square metre. The retail properties are mainly located in Flanders (23 out of a total of 27). Except for 1 vacant shop, all retail properties are let to national retail chains. Real estate expert CBRE estimated the investment value at 35,856,125.00 EUR and the fair value at 34,981,586.00 EUR. The rental income represents an initial yield of 6.44 % on the investment value.1
By deed of 4 October 2021, Retail Estates acquired six retail properties from a Dutch family-owned investment group. It concerns two retail properties in Lokeren, in a retail park where Retail Estates already has retail properties in its portfolio, one retail property in Tielt-Winge (retail park "Gouden Kruispunt") and three retail properties in Libramont.
The total acquisition price of these properties amounted to € 9.72 million. The investment value of these retail properties was estimated at € 9.77 million by the independent real estate expert. The properties account for a global annual rental income of € 0.55 million. With the exception of one vacant unit in Libramont, the properties have all been let to well-known retail companies, most of which are active in the home improvement sector.
Furthermore, an amount of €1.2 million was invested in the acquisition of a vacant retail property in Doornik with an estimated rental value of €0.08 million (out-of-town retail area Froyennes).
All these investments complement retail parks or retail clusters of the real estate portfolio of Retail Estates.
Retail Estates initially purchased the building of the former chicory auction from BelOrta for a price of € 5.81 million via a new company (Veilinghof 't Sas nv). Subsequently, Retail Estates combined its participating interests with those of the neighbouring owner (TVK-BRAVA cv) by entering into a merger by which this company was absorbed by Veilinghof 't Sas nv. As a result, a site was created with a surface area of 37.708 m², including 16.341 m² of warehouses. These buildings will initially be let to logistics companies on the basis of short-term contracts. The purpose is to redevelop this site after the demolition of the existing buildings and to erect new buildings that will be let and that will serve a purpose in line with the current urbanistic purpose of the site (service sector). The investment was made by way of speculation, as no environmental permit has been applied for nor obtained to date . A joint venture agreement was entered into between the company's shareholders for the purpose of this redevelopment.
As a result of this transaction, Retail Estates owns a participating interest of 26.19% in Veilinghof 't Sas nv. Its investment in this participating interest amounts to € 1.75 million in the company's capital and a long-term loan of € 5.00 million.
1 For more information, we refer to the press release of 6 October 2021.
On 31 March 2022, the occupancy rate was 97.83% of the total retail area of the properties included in the real estate portfolio. Obviously, the occupancy rate must be seen as a snapshot taken of a series of mutations in the previous financial year. It does not imply a guarantee for the future, as the Belgian and Dutch legislation on commercial lease is mandatory – and allows for cancellation every three years in Belgium and every five years in the Netherlands.
On 31 March 2022, the net rental income amounts to € 115.58 million, an increase by € 15.18 million compared to the same period of the last financial year. This is mainly due to the exceptional circumstances in the 2020-2021 financial year. During that year, a remission of rent was granted for the retail units that had to close their doors on account of the COVID-19 pandemic. In total, approximately 10% of all rents due were remitted. During the 2021-2022 financial year, a limited amount (€ 0.46 million) was remitted for the lockdown period for the Dutch shops (December 2021 – January 2022).For more information and details, we refer to the comments relating to COVID-19 in the Annual Financial Report for 2020-2021.
Outstanding trade receivables, after deduction of doubtful debtors and advance payments, amount to € 1.01 million, of which € 0.57 million have not yet reached their maturity date. Taking into account the guarantees obtained - both rental guarantees and bank guarantees - the credit risk on trade receivables is very limited on 31 March 2022.
No properties were damaged by fire in the past financial year. There have been a few reports of limited damage due to wind or flooding. The insurance company paid a compensation.
The Brico Plan-it shop in Jambes (Namen-Zuid) was completed in the first quarter of this financial year. The project was already valued on 31 March 2021 and put at the disposal of the tenant in March 2021. More information is available in the annual Financial Report 2020- 2021.
Retail Estates nv pays close attention to the changing needs of its tenants with respect to retail area. Several tenants systematically expand their product range and regularly request an extension of their retail area. This can be done by acquiring space from adjacent tenants who sometimes have too much space or by constructing a new addition to the retail unit. Sometimes a combination of both is opted for.
Renovations sometimes include more than just an expansion of the retail area. Retail Estates nv regularly seizes the opportunity to remove an existing shop façade and replace it with a contemporary version that better fits the tenant's image.
Such investments allow us to build "win-win" relations with the tenants. In the past financial year the reorganisationrenovation of the retail properties in Apeldoorn (NL) and Roosendaal (NL) was completed. The last retail properties were subsequently let. A positive revaluation of € 7.89 took place compared to the situation before the redevelopment (2020-2021).
In the past financial year some 15 solitary retail properties were sold: a retail park in Lommel and the part of a nonstrategic retail park in Leiderdorp that was still owned by Retail Estates. The net sales revenue amounted to € 31.84 million. The fair value of these properties was € 31.51 million. The rental income of these properties amounted to € 2.35 million. These sales generated € 0.33 million in net added value.
These divestments are part of an annual recurring sales programme of individual retail properties that are not part of the core portfolio of Retail Estates nv due to their location, size and/or commercial activity.
The acquisition and completion of own developments in the financial year 2021-2022, less divestments, resulted in an increase of the real estate portfolio by € 43.83 million. The total rental income increased by € 2.79 million in the financial year 2021-2022 as a result of these investments and decreased by € -1.36 million in the past financial year as a result of the divestments. If the acquisitions and sales had taken place on 1 April 2021, the rental income would have increased by € 2.34 million.
The investments are financed by a mix of shareholders' equity (issue of new shares by non-monetary or monetary contributions) and borrowed capital (financing of working capital by the banks, issue of a bond loan, …).
For a description of the main investments in the 2020- 2021 financial year, please refer to pages 24 – 27 of the 2020-2021 Annual Financial Report.
For a description of the main investments in the 2019- 2020 financial year, please refer to pages 43 – 47 of the 2019-2020 Annual Financial Report.
" Retail Estates nv pays close attention to the changing needs of its tenants with respect to retail area. Several tenants systematically expand their product range and regularly request an extension of their retail area. "
Retail Estates opts for a growth model with a direct contribution of earnings per share. This can be done both on the capital side and on the debt financing side. On the capital side, this can be done through a nonmonetary contribution, a traditional rights issue or via the option for BE-REITs recently introduced in the BE-REIT Act to implement a capital increase through an accelerated bookbuilding (ABB). Since the publication of the amendment to the articles of association of 23 December 2019 Retail Estates has had the possibility to make use of the accelerated bookbuilding procedure. The authorised capital authorisation was renewed at the extraordinary general meeting of 1 June 2022.
On the debt financing side, this can be done through traditional bank financing on the one hand or a public and/or private bond loan on the other. Retail Estates regularly examines the possibility of a private and/or public bond loan.
For more information with regard to the financing, please refer to note 34 et seq. to this Annual Financial Report.
No mergers by acquisition of subsidiaries have taken place in the past financial year. Furthermore, CV Leiderdorp (NL) was dissolved.
On 20 May 2022, the board of directors co-opted Mr Dirk Vanderschrick as director to replace Mr Christophe Demain, who resigned as director. This co-optation took place under the condition precedent of approval by the FSMA. His appointment will also be submitted for approval to the next shareholders' meeting, after which it will become final, subject to the approval by the FSMA. Mr Vanderschrick has acquired ample experience in the banking and insurance sector and has held several executive positions. He also holds several mandates as a director, including in the property investment fund Intervest Offices and Warehouses.
On 14 October 2021, the board of directors issued 560,689 new shares and the capital was increased by € 12,615,720.94. This capital increase took place in the context of the non-monetary contribution of 27 retail properties by the real estate company De Vleterbeek NV. As a result of this capital increase, 560,689 shares were issued, bringing the total number of shares on 31 March 2022 to 13,226,452 and the capital to 297,600,322.91 EUR.
Retail Estates combines bilateral credits with different banking partners and private placements of bonds for institutional investors. The average maturity of the credit portfolio is 3.86 years. Within the context of the financing of its activities, Retail Estates has had a commercial paper programme of (up to) € 100 million since September 2017 (and extended in October 2018). The commercial paper is fully covered by back-up lines and unused credit lines that serve as a guarantee for refinancing should the placement or renewal of the commercial paper prove to be impossible or only partially possible.
As of 31 March 2022, an amount of € 100 million of this commercial paper programme has been used.
The average interest rate on 31 March 2022 is 1.95% compared to 2.08% on 31 March 2021. The degree to which Retail Estates nv can finance itself significantly impacts its profitability. Property investment generally entails a relatively high level of debt financing. To optimally limit this risk, Retail Estates nv applies a cautious and conservative strategy. This strategy ensures that a rise in the interest rate has no substantial impact on the total result. Interest rate increases or decreases nevertheless have an impact on the market value of the concluded IRS contracts and thus on shareholders' equity and changes in the fair value of financial assets and liabilities.
and exit taxes amounting to € 0.39 million. The shortterm financial liabilities amount to € 101.73 million, of which € 100 million in commercial papers.
Other short-term liabilities have increased from € 0.70 million to € 1.77 million.
On 31 March 2022, the weighted average interest rate is 1.95%.
The consolidated balance sheet is contained in the chapter "Consolidated balance sheet" of this Annual Financial Report (p. 174 et seq.).
The net rental income increased by € 15.18 million, mainly due to the remission of rent (€ 11.55 million) in the previous financial year, following the compulsory closure of shops within the context of the COVID-19 pandemic. The increase in the net rental income can also be explained by the acquisition of additional properties and the completion of projects in the 2021- 2022 financial year (€+2.79 million), and the acquisition of the properties and the completion of the projects in the previous financial year that yielded a full year's rent for the first time this year (€ 0.91 million). The sale of properties resulted in a decrease in net rental income of € -1.36 million. The sale of properties during the previous financial year resulted in a decrease in this year's net rental income by € 1.34 million. The impact of contract renewals is € -0.37 million. Furthermore, there is a limited impact of discounts, vacancy (€ -0.84 million), other factors (€ 0.67 million) and indexation (€ +1.56 million).
The property expenses amount to € 10.52 million and have increased by € 3.65 million, which can mainly be explained by the increase in the technical and marketing costs, for which exceptional savings were made during the previous financial year due to the COVID-19- epidemic and the compulsory shop closures. The corporate operating costs amount to € 6.05 million, which is in line with the previous year (€ 6.12 million).
The result of the sale of investment properties is € 0.33 million. This profit is the result of the sale of € 31.51 million in properties (fair value). Please refer to the
"Divestment" section in this chapter for more details.
The variation in the fair value of investment properties amounts to € 23.09 million. The main effects of this variation are a positive effect of the revaluation of the existing portfolio (€ +27.47 million), a decrease in the vacancy rate (€ +1.14 million) and a negative effect of depreciation of transaction costs to determine the fair value of the investment properties following the new acquisitions (€ -3.47 million), and the impact of investments (€ -2.05 million). The other portfolio result amounts to € -1.32 million and can be mainly explained by deferred taxes relating to the Dutch portfolio.
The financial result (excluding variations in the fair value of financial assets and liabilities) amounts to € -18.32 million compared to € -20.43 million last year. This evolution can be explained by a decrease in the weighted average interest rate from 2.08% to 1.95% on the one hand and average lower drawdown of loans on the other hand. The variation in the fair value of financial assets and liabilities amounts to € 34.48 million compared to € 2.67 million last year. The evolution of these costs is the result of the change in the fair values of the swaps that are not defined as a cash flow (variations in the fair value of financial assets and liabilities). However, this result is an unrealised and non-cash item.
The EPRA result (i.e. the net result without the result on portfolio) amounts to € 75.26 million compared to € 62.91 million last year.
The consolidated income statement is contained in the chapter "Consolidated income statement" of this Annual Financial Report (p. 172 et seq.).
The investment properties (including non-current assets under construction) increased from € 1,717.25 million to € 1,759.88 million. This can mainly be explained by the expansion of the portfolio by € 59.89 million and the sale of investment properties for an amount of € 31.51 million and a positive revaluation of the existing real estate portfolio for an amount of € 24.17 million. The fixed assets held for sale increased from € 7.93 million to € 11.81 million. At the end of each quarter, the assets for which the sales agreement has already been signed but the deed has not yet been executed are recorded in the assets held for sale. Assets worth € 13.71 million were added to the assets held for sale in the 2021-2022 financial year, assets worth € 8.77 million were sold or included in the investment properties and there was a variation in fair value for an amount of € 1.06 million EUR. The financial non-current assets amounting to € 16.12 million consist of € 11.12 million from the fair value of financial instruments and € 5.00 million from a claim against the joint venture Veilinghof 't Sas nv. The participating interest of 26.19% in the joint venture Veilinghof 't Sas nv is valued at an amount of € 1.74 million on the basis of the change in equity method.
Current assets amount to € 20.15 million and consist of € 11.81 million from assets held for sale, € 2.07 million from trade receivables, € 2.13 million from tax receivables and other current assets, € 1.48 million from cash and cash equivalents and € 2.66 million from accrued charges and deferred income.
The shareholders' equity of the public BE-REIT amounts to € 920.98 million. On 31 March 2022, the share capital amounts to € 297.60 million, an increase by € 12.62 million compared to last year, following the capital increase mentioned above. After deduction of the capital increase costs, the capital on the balance sheet amounts to € 289.18 million. During the 2021-2022 financial year, 560,689 new shares were created. The issue premiums amount to € 315.41 million. Since the 2020-2021 financial year the issue premiums resulting from capital increases are included in the available reserves. Reserves amount to € 184.55 million and consist of the reserve for the variations in the fair value of real estate properties (€ 157.71 million), the result of previous financial years carried forward (€ 83.15 million), the available reserves (€ 38.13 million) and the legal reserves (€ 0.09 million). The reserves are decreased by the impact on the fair value of estimated transfer rights and costs resulting from the hypothetical disposal of investment properties (€ 70.92 million) and by the variations in the fair value of financial assets and liabilities (€ 23.60 million). The group makes use of financial derivatives (interest rate swaps and caps) to hedge interest rate risks arising from certain operational, financial and investment activities. Financial derivatives are initially recognised at cost and revalued to their fair value on the next reporting date. The derivatives currently used by Retail Estates nv qualify as accounting cash flow hedges only to a limited extent. Changes in the fair value of the derivatives that do not qualify as cash flow hedges are recorded directly in the income statement. Changes in the fair value of the swaps qualifying as cash flow hedges are booked directly as shareholders' equity and are not included in the income statement. The revaluation of the derivatives in the result amounts to € 34.48 million on 31 March 2022 and is positive as a result of an increase of the long-term interest rate.
The net result of the financial year amounts to € 131.84 million and consists of € 75.26 million from EPRA earnings, € 22.10 million from the result on portfolio and € 34.48 million from variations in the fair value of financial assets and liabilities.
The long-term liabilities amount to € 764.79 million and consist of € 763.98 million long-term financial liabilities with an average term of 3.86 years. The remaining longterm liabilities pertain to authorised cash flow hedges (interest rate swaps), financial leasings under IFRS 16 and deferred taxes.
The short-term liabilities amount to € 126.46 million and consist of € 17.79 million of trade debts and other short-term liabilities. These mainly comprise the trade debts amounting to € 0.02 million, tax debts estimated at € 4.23 million, invoices receivable for € 12.40 million
The extraordinary shareholders' meeting of Retail Estates of 1 June 2022 adopted new articles of association that implement the Belgian Code of Companies and Associations ("CCA"). During the 2020-2021 financial year, the old Belgian Companies Code still applied to Retail Estates, with the exception of the mandatory provisions of the CCA.
Following the recent amendment to the articles of association on 1 June 2022, Retail Estates opted for a one-tier governance structure, as referred to in article 7:85 et seq. CCA. In the light of this choice, Retail Estates abolished the management board within the meaning of article 524bis of the (old) Belgian Companies Code with effect as of 1 June 2022, and replaced it by a management committee, to which the board of directors has delegated specific, clearly specified managerial powers.
In accordance with article 3:6 § 2 CCA and the Royal Decree of 12 May 2019 laying down the corporate governance code to be complied with by listed companies, Retail Estates nv implements the provisions of the 2020 Belgian Corporate Governance Code (2020 Code), taking into account the particularities linked to the BE-REIT legislation. The 2020 Code is available on the website www.corporategovernancecomittee.be. However, Retail Estates nv derogates from the provisions of the 2020 Corporate Governance Code in a number of fields. According to the "comply or explain" principle of the 2020 Code, it is permitted to take into account the company's specific situation (e.g. the relatively small size and the characteristics of the company) and to derogate from a provision of the 2020 Corporate Governance Code, subject to justification.
The Corporate Governance Charter, which describes the governance rules applicable within Retail Estates, was updated as of 1 June 2022, following the implementation of the CCA in the articles of association, the abolishment of the old management committee and the introduction of the management committee, taking into account the 2020 Corporate Governance Code. The new Corporate Governance Charter can be consulted on the company website (www.retailestates.com).
On the date of this Annual Financial Report, Retail Estates complies with the 2020 Corporate Governance Code 2020, with the exception of the following provisions:
Retail Estates derogates from provision 3.8 of the Corporate Governance Code. This provision stipulates that the minutes of the meeting of the board of directors note diverging views expressed by directors and that the names of the interveners are only recorded if specifically requested by them.
The Corporate Governance Charter of Retail Estates stipulates that the minutes note diverging views as well as any reservations made by specific directors, unless a consensus can be reached. The names of the interveners are only recorded if specifically requested by them. If directors make reservations although a consensus has been reached, their names are included in the reservations. Retail Estates derogates from the abovementioned provision 3.8 of the corporate governance code as the company is of the opinion that recording diverging views when a consensus is reached on the one hand and not mentioning the names of the directors making reservations (if a consensus is reached) on the other hand are not conducive to the operations of the board of directors as a collegiate body nor to the empowerment of the directors.
Retail Estates nv derogates from this provision and does not award shares to the non-executive directors. The company feels that the legal framework and the nature of the company (BE-REIT), its general policy and its mode of operation already meet the objective of provision 7.6 of the 2020 Code (which is to encourage the non-executive directors to act with the perspective of a long-term shareholder) and adequately guarantee that action is undertaken with a view to promoting longterm value creation. This perspective is embedded in the governance of Retail Estates nv as a regulated real
For the 2022-2023 financial year, on the basis of the planned composition of the real estate portfolio and barring unforeseen events, the company expects the net rental income to amount to € 120.88 million. This figure only takes into account purchases and sales for which a sales contract was signed and investments that were tendered and for which the required permits were obtained. The Ukraine crisis, which started on 24 February 2022 with the Russian invasion of Ukraine, and the spectacular increase in energy prices for consumers have led to an accelerated rise in inflation, which in turn may put the profitability of some of the tenants under pressure. Retail Estates concludes rental contracts with its tenants on the basis of fixed rents (not (depending on turnover) that evolve with the index (health index or consumer price index), without upper limit. Retail Estates nv aims at a gross dividend of € 4.70 (€ 3.29 net) for the 2022-2023 financial year. This would represent an increase by 2.17% compared to the dividend for the 2021-2022 financial year (€ 4.60 gross).
The board of directors will propose to the shareholders' meeting, to be held on 18 July 2022, a gross dividend for the financial year 2021-2022 (which began on 1 April 2021 and ended on 31 March 2022) in the amount of €4.60 (or €3.22 net, i.e. the net dividend per share after the deduction of 30% withholding tax) per share which shares in the result of the financial year 2021-2022.
(000) EUR 2021-2022
| Result of the year | 131 429 |
|---|---|
| Reserve for the positive/negative balance of changes in the fair value of real estate properties | -305 |
| Reserve of estimated transfer rights and costs resulting from the hypothetical disposal of investment properties | 1 326 |
| Changes in fair value of financial assets and liabilities | -56 372 |
| Profit to be appropriated for the financial year | 76 079 |
| Profit carried forward from the previous financial year (IFRS) | 87 152 |
| Transfer of carried forward results from previous financial years (- / +) | 0 |
| Other | -400 |
| Payment of dividend 31 March 2022 | -60 842 |
| Result to be carried forward | 101 989 |
Chapters 8 to 11 of the financial report of this Annual Financial Report contain an abridged version of the statutory annual accounts. The integral version of the statutory annual accounts as well as the related reports can be consulted on the website of Retail Estates (ww. retailestates.com) or can be obtained free of charge upon request.
The company has not undertaken any activities or incurred any expenditure in the area of research and development.
The company does not have any branch offices.
For more information about the consolidated financial statements for the 2020-2021 financial year we refer to p. XX et seq. of the 2020-2021 Annual Financial Report.
For more information about the consolidated financial statements for the 2019-2020 financial year we refer to p. 51 et seq. of the 2019-2020 Annual Financial Report.
Based on the transparency declarations received and the information which Retail Estates nv possesses, the main
shareholders are:
| % at date of registration1 | ||||
|---|---|---|---|---|
| Nextensa nv | 10.03% | 9.97% | 9.97% | |
| FPIM nv (Belfius Insurance) | 9.76% | 7.21% | 7.21% | |
| Shopinvest nv | 4.42% | 4.42% | 4.42% | |
| AXA nv | 6.05% | 5.78% | 5.78% | |
| BlackRock, Inc. | 3.55% | 3.39% | 3.39% | |
| General public | 66.19% | 69.23% | 69.23% |
1 On the basis of the denominator at the time of registration.
2 On the basis of the number of voting rights, which appears from the information received from the company's shareholders, and taking into account the denominator applicable at 31.03.2022 (13.226.452 shares), this table shows, for information only, the (supposed) shareholding structure. It should be noted that this does not necessarily correspond with reality (not for all shareholders in any case), since the company is not necessarily aware of share transactions that did not result in the triggering of a notification
3 On the basis of the number of voting rights, which appears from the information received from the company's shareholders, and taking into account the denominator applicable at 20.05.2022 (13,226,452 shares), this table shows, for information only, the (supposed) shareholding structure. It should be noted that this does not necessarily correspond with reality (not for all shareholders in any case), since the company is not necessarily aware of share transactions that did not result in the triggering of a notification
With the exception of the above-mentioned shareholders, no other shareholder has declared ownership of more than 3% of the issued shares of Retail Estates nv. According to the criteria applied by Euronext, Retail Estates nv has a free float of 100%.
The transparency declarations received are available for consultation on the company's website www.retailestates. com (under Investor Relations / The share / Shareholding structure).
Each share carries one vote. The company's shareholders from whom transparency statements were received do not have preferential voting rights.
There is currently no control over Retail Estates NV within the meaning of article 1:14 of the Belgian Code of Companies and Associations.
Retail Estates NV is not aware of any agreements that may lead to a change in control.
| Internal control and risk management systems |
|---|
| In accordance with the corporate governance rules and |
| the relevant legislation, Retail Estates nv has developed an internal control and risk management system taking into account the nature, size and complexity of the |
| company's activities and its environment. |
| Internal control is a process which aims to provide reasonable guarantees to ensure that the following objectives are met: |
| – effectiveness and improvement of the operation of the company; |
| – reliability and integrity of information; – compliance with policies, procedures, legislation and regulations. |
| Retail Estates nv has taken the COSO framework (Committee of Sponsoring Organizations of the Treadway Commission) as its reference for implementing its internal control system. The components of this |
| framework and their application at Retail Estates nv are discussed below. |
estate company. The Retail Estates share has a strong track record and the company's directors strive for solid earnings per share year after year, an ambition that is certainly achieved. Retail Estates nv feels that the directors have proved in the past that this perspective, without the award of a remuneration in the form of shares, is sufficiently present in the directors' conduct. The remuneration report contained in this Corporate Governance Statement includes an overview of the total remuneration of the non-executive directors. Without any obligation imposed by the remuneration policy, the chairman of the Board of Directors, Mr Paul Borghgraef, and one non-executive director, Mr René Annaert, do have a shareholding in Retail Estates nv, based on a personal decision.
Retail Estates derogates from this provision and does not set an explicit minimum threshold of shares of Retail Estates to be held by the CEO and the other members of the management committee. The company feels that the legal framework and the nature of the company (BE-REIT), its general policy, its mode of operation and the ongoing long-term bonus plan already meet the objective of provision 7.9 of the 2020 Code (which is to encourage the executive management to act with the perspective of a long-term shareholder) and adequately guarantee that action is undertaken with a view to promoting longterm value creation. This perspective is embedded in the management of Retail Estates as a regulated real estate company. The Retail Estates share has a strong track record and the management strives for solid earnings per share year after year, an ambition that is certainly achieved. Retail Estates feels that the management has proved in the past that this perspective, without the award of a remuneration in the form of shares, is sufficiently present in the management's conduct. Without any obligation imposed by the remuneration policy, the CEO does have a shareholding in Retail Estates nv, based on a personal decision.
Retail Estates derogates from provision 7.12 the Corporate Governance Code. The company has not included in the contracts of the members of the executive management (with the exception of the contract with the CEO) any specific provisions enabling the company to claim back any variable remuneration already paid or withhold payment thereof, apart from the possibilities in this respect offered by common law. If there every were a reason to claim back variable remunerations, which is not likely in light of the relevant procedures for internal and external control, the possibilities on the basis of common law will be examined. This provision will be taken into account upon conclusion of any future contracts with the executive management. If new members joint the management committee, a clause similar to the clause included in the agreement with the CEO will systematically be inserted into the new contracts.
Regular management and operational meetings serve to address issues that need to be followed up, thus ensuring balanced risk awareness and management:
As a result of these meetings, the appropriate actions can be undertaken and measures can be adopted in order to implement the company's policy. These actions aim to achieve a balanced risk policy in line with the strategic objectives and 'risk appetite' of the company put forward by the board of directors.
Control procedures are in effect with respect to the company's key activities, such as collecting rents, repairs and maintenance, project development, site supervision, etc. These procedures are evaluated on a regular basis by the management team.
Since April 2022, a new ERP system (SAP) has been implemented that tracks all aspects of the real estate business (both portfolio management and technical support for the buildings), all aspects relating to the noncurent assets under construction, all financial aspects and all aspects relating to the storage and consulting of data. As this software is completely integrated and is applied by all divisions of the company, it will result in standardisation of the data and improved internal control.
A financial report containing the analyses of the figures, the key performance indicators, the impact of purchases and sales on budgets, the cash flow positions, etc. is drawn up every quarter.
In addition, a quarterly operational report is prepared which includes the key performance indicators relating to the real estate department.
In the first and third quarter of the financial year, an intermediary press release is published. Every six months, a more comprehensive half-yearly financial report is published in accordance with IFRS standards. At the end of the financial year, all relevant financial information is published in the annual financial report, which is also made available on the company's website.
The limited size of the Retail Estates team contributes significantly to the smooth flow of information. The considerable involvement of the board of directors and its chairman promotes open communication and ensures that the management body is appropriately provided with information.
Every quarter, the financial team draws up the quarterly figures and balance sheets. These quarterly figures are always extensively analysed and checked. To limit the risk of errors in financial reporting, the figures are discussed with the management and their accuracy and completeness are verified by analysing rental income, vacancies, technical costs, rental activity, developments regarding the value of the buildings, outstanding debtors etc. in compliance with the four-eyes principle. Comparisons with forecasts and budgets are discussed. Every quarter, management provides the board of directors with a comprehensive report on the financial statements with a comparison of annual figures, budgets and explanations for any deviations.
The statutory auditor also reports to the board of directors on the main findings of their audit activities.
The main risks the company faces relate to (i) the market value of the properties, (ii) changes in the rental market, (iii) the structural condition of the buildings, (iv) financial risks, including liquidity risk, the use of financial instruments and banking counterparty and covenant risk, (v) technical permit-related risks, (vi) changes to the traffic infrastructure, (vii) soil contamination, (viii) risks associated with merger, demerger or acquisition transactions, and (ix) regulatory risks.
Measures and procedures are in place to identify and monitor each of the listed risks, to avoid these risks and/
Sound internal control and balanced risk management are an inherent part of Retail Estates nv's corporate culture and are disseminated throughout the organisation by means of:
The board of directors regularly evaluates the company's exposure to risks, the financial impact of these risks and the actions that must be taken to monitor these potential risks, to avoid the risks and/or (where relevant) to limit the impact of these risks.
In particular, the company has developed internal control and risk management systems for the most important processes in the company, namely managing costs and expenses, repairs and maintenance, developments, and collecting rents.
The control environment as regards financial reporting consists of the following components:
application of the valuation rules, and reports back on these tasks to the CEO;
the real estate expert also plays an important role: the entire real estate portfolio, which constitutes 98% of the balance sheet total, is valued by internationally recognised independent real estate experts (Cushman & Wakefield, Stadim, Colliers and CBRE), each evaluating one part of the real estate portfolio.
prior notification to the compliance officerby the designated persons of all transactions in financial instruments of the Company; and
In accordance with Article 69ter of the Belgian Act of 2 August 2002 (implementing among others Article 32, third paragraph of the Market Abuse Regulation), the Company has foreseen an internal procedure for reporting actual or potential infringements of among others the market abuse rules as laid down in the Market Abuse Regulation, the Belgian Act of 2 August 2002 and the Dealing Code (the "Whistle-blower Policy"). The Whistle-blower Policy is attached as appendix A to the Dealing Code and is thus also an integral part of the Corporate Govenance Charter. The Whistleblower Policy can also be consulted (separately) on the company's website.
Reference is made to the passage under 'Handling conflicts of interest' in this management report.
Retail Estates nv strongly emphasises the principles of honesty and integrity, and expects a similar attitude on the part of third parties with whom the company does business.
It is expressly forbidden for members of the bodies of the company and of the management committee and for personnel to use or reveal any confidential information they acquire during the course of their duties for improper purposes.
In pursing legitimate commercial objectives, Retail Estates nv acts in a socially responsible manner in accordance with the laws of the country in which the company is active.
Measures and procedures are in place to identify and monitor the risks that the company faces, to avoid these risks and/or to minimize their impact, if any, and to assess, control and monitor their consequences as much as possible. This is the responsibility of the risk manager.
As a large number of risks are of a legal nature, Ms Runa Vander Eeckt, chief legal officer and responsible for assistance in transactions in that capacity, was appointed risk manager. The Board of Directors feels that the main risks are linked to the acquisition activities rather than to the portfolio management.
The risk manager consults with the compliance officer on a regular basis, has the appropriate skills and displays the required professional reliability. The risk manager is under direct supervision of a member of the effective management, in this case Mr Jan De Nys, who bears final responsibility for the company's risk management systems.
The board of directors has appointed Mr. Paul Borghgraef as compliance officer. He also chairs the board of directors. Based on his position, he is in particular responsible for compliance with the integrity policy as described above.
The term of Paul Borghgraef's mandate as compliance officer is the same as for his board mandate (which expires at the 2025 annual shareholders' meeting).
The person in charge of the internal audit is responsible for the independent and ongoing assessment of the activities of the company and furthermore analyses the quality and efficiency of existing procedures and methods of internal control.
The internal statutory auditor will present his findings on a yearly basis.
The internal audit function is performed by an external consultant, in this case Moore Belgium, represented by Mr Luc Martens. The internal audit function, which is
or to minimize their impact, if any, and to assess, control and monitor their consequences as much as possible. This is the responsibility of the risk manager.
The integrity policy, which is overseen by the person entrusted with the "compliance function", covers various aspects, including the prevention of insider trading, conflicts of interest and incompatibility of mandates, non-corruption and professional secrecy.
The effective management examines on a regular basis which other areas and activities should be included in the scope of the compliance function. The "independent compliance function" is treated as an independent function within an organisation that focuses on investigating and promoting compliance by the company with the laws, regulations and rules of conduct applicable to the company and, in particular, the rules relating to the integrity of the company's activities. We discuss the most important of these below:
In accordance with the principles and values of the company and within the framework of the implementation of the Corporate Governance Code , Retail Estates nv has included rules in its code of conduct ("Dealing Code") that must be observed by the directors, employees and appointed persons who want to trade in financial instruments issued by Retail Estates nv. The rules of the Dealing Code were drawn up in line with the applicable regulations and legislation, in particular Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the Market Abuse Regulation), the Act of 2 August 2002 on the supervision of the financial sector and on financial services and the Corporate Governance Code. The company's Dealing Code constitutes an integral part of the Corporate Governance Charter and can be consulted (separately) on the company's website (www.retailestates.com).
The Dealing Code covers for example the disclosure of information relevant to such transactions and stipulates:
–
Renovations sometimes include more than just an expansion of the retail area. Retail Estates nv regularly seizes the opportunity to remove an existing shop façade and replace it with a contemporary version that better fits the tenant's image."
other than any fee they receive or have received as non-executive director;
As article 13 of the REIT-Act refers to article 526ter of the (old) Belgian Companies Code, at least three directors of the Company must also be independent within the meaning of article 526ter of the (old) Belgian Companies Code, which is the case.
The composition of the board of directors intends to ensure that the decisions taken are in the interest of the company. This composition is determined on the basis of gender diversity and diversity in general as well as complementarity with respect to skills, experience and knowledge. It is of particular importance to have a proportionate representation of directors who are well versed in the management of retail properties of the type in which the Company invests and/or have experience in the financial aspects, in particular reporting and/or financing, of a company and/or have experience in the management of a real estate company and real estate investment trust in particular and/or in policy-making in listed companies. Consequently, it is pivotal that members of the board of directors are complementary in terms of knowledge and experience. In order to ensure the efficient operation of the board of directors, the aim is to limit the number of members of the board of directors. The current composition of the Board of Directors ensures compliance with the requirements in terms of gender diversity. The Board of Directors currently consists of three women and six men, which is in line with article 7:86 of the Belgian Code of Companies and Associations.
thus outsourced to an external legal entity represented by a natural person, is performed under the supervision and responsibility of Mr Giovanni Ronsse, the finance & reporting analyst of the company. He has the appropriate skills and displays the required professional reliability.
Pursuant to article 17, §2 of the BE-REIT Act, the internal audit within the company also covers its subsidiary as it qualifies as an institutional BE-REIT (Retail Warehousing Invest NV).
On the date of this report, the board of directors of Retail Estates nv consists of 9 directors: 7 non-executive directors and 2 executive directors, i.e. the managing director (CEO) and the chief financial officer (CFO).
The Board of Directors set up three committees on the date of this Annual Financial Report : a remuneration and nomination committee, an audit committee and an informal management committee.
The Board of Directors met ten times in 2021-2022. A number of meetings were held by conference call or at the office of notary public Tim Carnewal. The remuneration and nomination committee and the audit committee met twice a year. The new management committee (since June 2022, with the same composition as the old management committee) meets on a weekly basis.
The mandates of the directors of Retail Estates NV were extended for a new four-year term (until the end of the 2025 shareholders' meeting) during the annual shareholders' meeting of 19 July 2021. The composition of the Board of Directors reflects independence at a double level:
– the Board of Directors has at least three independent directors within the meaning of article 526ter of the Belgian Company Code and the 2020 Belgian Corporate Governance Code; these independent directors were reappointed during the annual
The directors were appointed for a term of four years and can be re-elected.
One non-executive director resigned in 2022. On 20 May 2022 the board of directors co-opted a substitute director with effect as from the approval of his mandate by the FSMA. The co-optation will be submitted for approval to the general shareholders' meeting of Retail Estates, also subject to the approval of the FSMA. As soon as the new direcor's mandate take effect, the resigning director's term of office will end.
The independent directors meet the criteria of independence set out in article 3.5 of the 2020 Corporate Governance Code (see article 7:87 of the Belgian Code of Companies and Associations). They strictly comply with the following criteria of independence:
Mr Paul Borghgraef has been a director and the chairman of the Board of Directors of Retail Estates since 2004.
(currently PwC) as an auditor and tax specialist.
From 1978 onwards, he held several positions at Krefima, including that of managing director and chairman of the management committee, executive director and chairman of the Board of Directors until 2006.
He obtained a degree in Accountancy and Tax Law at Economische Hogeschool Antwerpen in 1976, followed by a postgraduate degree in Information Technology and Social Legislation. He earned a licentiate degree in Law at the Catholic University of Leuven in 1982, followed by a postgraduate degree in European Law at the College of Europe in Bruges.
Since 1995 he has served as a judge in commercial cases at the Enterprise Court in Antwerp.
He started his career at the policy accounting department of Kredietbank in 1976. From 1977 to 1978, he worked for Dijker en Doorbos He started his career with De Bandt, Van Hecke in 1982. From 1999 to 2002, he held several positions at Mitiska NV, and he remained a director of this company until 2009.
Mr Jan De Nys has been the managing director of Retail Estates nv since 1998.
| Current mandates: |
|---|
| – Director of Alides REIM NV |
| – Director of First Retail International I en II NV |
| – Chairman of the board of directors of BEM II NV |
Committees: /
On the date of this Annual Financial Report, the Board of Directors of Retail Estates NV is composed as follows:
| Name | Position | Date of commencement of current mandate |
Date of expiry of current mandate |
Professional address |
|---|---|---|---|---|
| Paul Borghgraef | Chairman of the Board of Directors | 19.07.2021 | 2025 shareholders' meeting |
Gauwberg 6, 2970 Schilde |
| Jan De Nys | Managing director Chairman of the management committee |
19.07.2021 | 2025 shareholders' meeting |
Industrielaan 6, 1740 Ternat |
| Kara De Smet | Chief Financial Officer Member of the management committee |
19.07.2021 | 2025 shareholders' meeting |
Industrielaan 6, 1740 Ternat |
| René Annaert | Independent director Chairman of the remuneration and nomination committee Member of the audit committee |
19.07.2021 | 2025 shareholders' meeting |
Mercatorlaan 4, 1780 Wemmel |
| Michel Van Geyte | Non-executive director | 19.07.2021 | 2025 shareholders' meeting |
Schermersstraat 42, 2000 Antwerpen |
| Christophe Demain Non-executive director | 19.07.2021 | 2025 shareholders' meeting |
Galiléelaan 5, 1210 Brussel |
|
| Ann Gaeremynck | Independent director Member of the remuneration and nomination committee Member of the audit committee |
19.07.2021 | 2025 shareholders' meeting |
Naamsestraat 69, 3000 Leuven |
| Victor Ragoen | Non-executive director Member of the remuneration and nomination committee |
19.07.2021 | 2025 shareholders' meeting |
Tenboslaan 23 1560 Hoeilaart |
| Leen Van den Neste | Independent director Member of the remuneration and nomination committee Chairwoman of the audit committee |
19.07.2021 | 2025 shareholders' meeting |
Sint-Michielsplein 16, 9000 Gent |
Two out of the nine directors represent a reference shareholder: Mr Van Geyte on behalf of Het Torentje (Nextensa) and Mr Demain (who resigned, see above) on behalf of the Belfius group.
Mr De Nys, Mr Borghgraef and Mr Annaert have declared that they hold shares in the company for their personal account.
In compliance with the 2020 Corporate Governance Code, non-executive directors need to be aware of the extent of their duties, especially with respect to the time commitment involved in carrying out those duties.
Non-executive directors are not allowed to hold more than five mandates as directors in listed companies. None of the non-executive directors has more than five mandates in listed companies.
The following is an overview of the different mandates with a concise description of the professional career of the different directors:
Mr Van Geyte earned a licentiate degree in Applied Economic Science at the Catholic University of Leuven (KUL) in 1989, followed by a postgraduate degree in Real Estate at KUL and an executive master in Corporate Finance at Vlerick Business School. He started his career in 1990 at Belgian Shell. From 1991 to 1995 he was a consultant at UNIZO, where he was involved in research into shopping centres and SMEs. Between 1995 and 1999 he held the position of deputy general manager at C.I.P., a project developer of office buildings and residential projects. In 1999 he became a country manager at Grubb&Ellis and between 2001 and 2004 he was a managing partner at Knight Frank Belgium (Letting, Investment, brokerage,…).
Michel Van Geyte joined Leasinvest Real Estate in 2004, where he initially held the office of commercial manager (COO) and became CEO of Leasinvest Real Estate Management NV in 2018. On 19 July 2021, Leasinvest acquired the shares of the Extensa Group and will continue its activities under the name Nextensa, a new listed investor/developer. Michel Van Geyte is currently CEO of Nextensa.
Mr Van Geyte has been lecturing at the Catholic University of Leuven since 2009, where he teaches several subjects related to real estate.
Mr Demain has been a non-executive director of Retail Estates since 30 June 2013. He earned his degree in Applied Economic Sciences at the Catholic University of Louvain.
He is the Chief Investment Officer at Belfius Insurance. He started his career as a trader with Crédit Général and later with Ippa Bank. From 1999 to 2009, he held different positions within Axa. He has been Chief Investment Officer at Belfius Insurance since 2013.
Mr Demain has resigned and will replaced by Mr Vanderschrick following the approval of the latter's mandate by the FSMA.
Ms Kara De Smet –––––––––––––––––––––––––––––
Ms Kara De Smet has been CFO of Retail Estates since 2006. She has been an executive director since January 2016.
She has been lecturing at the Post University Centre of the Catholic University of Leuven (department of Real Estate Management) since 2015.
She obtained a licentiate degree in Applied Economic Sciences at the Catholic University of Leuven in 1999.
From 1999 to 2006, she worked for Deloitte as an audit manager.
– Director of the BE-REIT Association, the professional association of BE-REITs, where she also chairs the Accounting workgroup.
Committees: /
Mr Annaert has been an independent director of Retail Estates since 7 July 2015. Mr Annaert chairs the remuneration and nomination committee and is also a member of the audit committee of Retail Estates. He obtained a degree in Construction Engineering at Sint-Lukas Hogeschool Brussel.
Mr Annaert started his career as a draughtsman at Traction et Electricité. From 1975 to 1988, he held the positions of site manager and project coordinator with different companies. René Annaert became director and CEO of C.V.A. Wereldhave Belgium in 1988. He held this position until 2000, after which he served as managing director of Devimo N.V. until 2011. Mr Annaert was CEO of Brussels International Trade Mart from 2012 to 2015.
Ms Leen Van den Neste has been an independent director of Retail Estates since 12 January 2016. Ms Van den Neste obtained her degree in Law at Ghent University in 1988. She furthermore obtained a special licence in Accountancy at the Vlerick Management School in Ghent in 1990.
Ms Van den Neste started her career at KMPG Bedrijfsrevisoren, followed by a position as senior internal auditor at the Internal Audit department of VF. In 1995, she started working for the Arco Group, where she held several positions. She became administration and finance manager in 2005 and served as a member of the management committee of the Arco Group from 2007 to 2011. Ms Van den Neste joined the management committee of VDK Bank in September 2011 and became chairwoman in April 2012.
Statements concerning the directors
The board of directors of Retail Estates nv hereby confirms that none of its directors have in the course of the past five years been convicted of a crime of fraud, been the subject of any official and/or public accusation, had a sanction imposed by a judicial or regulatory body, been banned by a court of law from serving as a member of an administrative body, or ever appeared before a court of law in the capacity of a director, in connection with bankruptcy. There is no family relationship between the directors.
Ms Ann Gaeremynck ––––––––––––––––––––––––––
M s
Ann Gaeremynck has been an independent director of Retail Estates since 4 April 2017.
Ms Ann Gaeremynck is a doctor in Applied Economic Sciences. She obtained her degree at the Catholic University of Leuven.
Ann Gaeremynck is full professor at the Faculty of Business and Economics of the Catholic University of Leuven.
Her main research interests lie in the field of governance, audit and financial reporting.
Mr Victor Ragoen has been a director of Retail Estates since 5 November 2004.
He served as managing director of New Vanden Borre NV until 31 January 2015. He obtained a licentiate degree in Commercial Sciences and Financial Sciences and a master's degree in marketing at the Vlerick School.
He started his career at Ogilvy & Mather as junior account executive in 1980 and switched to BBDO in 1981. From 1982 to 1991, he held several marketing positions within American Express. From 1991 to 2007, he served as managing partner and later as managing director of Vanden Borre. From 2007 to 2013, Mr Ragoen was vice chairman of KESA Electricals. From May 2011 to February 2015, he served as managing director of Vanden Borre once again.
– Remuneration and nomination committee
The board of directors can only deliberate and make decisions validly if at least half of its members are present or represented. If this condition is not met, a new meeting can be convened which will deliberate and decide validly on the agenda items of the previous meeting if at least two directors are present or represented. Each decision of the board of directors is taken by a simple majority of the votes cast by the directors present or represented, and in the event of abstention by one of them, by the majority of the votes cast by the other directors. In the event of a tie, the director chairing the meeting has the casting vote. Board decisions can be taken by unanimous written agreement between the directors.
In addition to its legal mandate, the board of directors, bearing in mind the company's interests, will also determine the strategy and outline the policy lines. More specifically, it makes all fundamental decisions concerning investments in and disposals of properties as well as those regarding their funding.
A clear distinction is made between the responsibilities of the managing director and those of the chairman of the board of directors. The chairman leads the board of directors and ensures that the agenda for the meetings of the board of directors is prepared and that the directors promptly receive the relevant information.
The managing director is responsible for the operational tasks relating to the management of the real estate portfolio and the functioning of the company. The board of directors will ensure that sufficient powers are given to meet these responsibilities and duties.
In order to continually improve the effectiveness of the board of directors, the board of directors, under the leadership of the Chair, shall systematically and regularly (at least every 2 to 3 years for example) evaluate its size and composition, its performance and that of its committees, as well as its interaction with the management committee. The evaluation shall be carried out through a formal process, whether or not externally facilitated, in accordance with a methodology approved by the board of directors.
The non-executive directors shall regularly (preferably once a year) evaluate their interaction with the management committee, in the absence of the CEO and other executive directors.
The actual contribution of each director shall be evaluated periodically, and in any case at the end of the director's term, in order to be able to adapt the composition of the board of directors to changing circumstances.
The board of directors can set up various committees for specific matters.
To date, the board of directors of Retail Estates has set up three committees: a remuneration and nomination committee, an audit committee and, since 1 June 2022, a management committee (replacing the former management committee within the meaning of article 524bis of the (old) Companies Code).
The remuneration and nomination committee consists of the following members:
The committee convened twice in 2021-2022 in the context of drawing up the 2022-2023 budget. The employee remuneration policy was discussed during these meetings and an inventory was made of the
The board of directors of Retail Estates nv determines the company's strategy, investments, budgets, disposals and acquisitions and funding.
The board of directors prepares the annual accounts and interim financial statements and the annual report of the company for the shareholders' meeting. The board of directors also approves merger and demerger reports. It decides on the use of the authorised capital and convenes the annual and extraordinary shareholders' meeting. It supervises the accuracy and transparency of communications to shareholders, financial analysts and the general public as communicated through prospectuses, annual and interim reports and press releases.
On 1 June 2022, the board of directors set up a management committee (replacing the former management committee within the meaning of article 524bis of the (old) Companies Code, to which it has transferred specific, clearly specified managerial powers. The management committee is an informal committee and not a management board within the meaning of article 7:104 CCA. In accordance with the transfer of powers which the board of directors decided on 20 May 2022 and which became effective on 1 June 2022, the management has the following tasks and powers, which are explained in detail in the internal rules of the management committee, that can be consulted on the website of the company:
In addition, the managing director, supported by the management committee, is responsible for the executive management.
" Retail Estates strives to be an organisation practising corporate social responsibility. That's why the company is convinced that this general goal must be achieved in a sustainable context, leading to long-term all its stakeholders. "
value creation that will benefit
In all legal and statutory transactions concerning acts of disposal relating to real estate, the company will be represented by at least two directors acting jointly. These two directors will in principle be the executive directors/ effective managers, namely Mr De Nys and Ms De Smet.
For transactions falling within the scope of the special mandate granted by the board of directors to the management committee, the company will be validly represented by two members of the management committee.
For acts of disposal (including transfer of ownership, limited real rights of use and enjoyment and real security rights) relating to properties with a value less than € 2.50 million, the company will also be validly represented by the director in charge of the day-to-day management or by one of its special authorised agents by means of a special authentic power of attorney. For acts of disposal relating to properties with a value higher than 2.5 million euro but lower than 5 million euro, two authorised agents need to act jointly.
Pursuant to article 7:96 of the Belgian Code of Companies and Associations, any member of the board of directors who, whether directly or indirectly, has a proprietary interest which conflicts with a decision or an operation that falls under the competence of the board of directors may not attend the deliberations of the board of directors nor participate in the vote.
Reference is also made to articles 36 through 38 of the BE-REIT Act when one of the persons mentioned in this article (director, manager, promoter of the BE-REIT etc.) acts as a counterparty in an operation undertaken with the public BE-REIT or a company under its control.
In addition, Retail Estates must also comply with the procedure referred to in article 7:97 of the Belgian Code of Companies and Associations if the company or one of its subsidiaries takes a decision or performs an operation with an affiliated party.
Complementary rules relating to the settlement of conflicts of interests are included in the corporate governance charter of Retail Estates.
In the past financial year, one conflict of interests within the meaning of article 7:96 of the Belgian Code of Companies and Associations occurred within the context of the agenda item relating to the variable remuneration of the CEO, the CFO (and the other members of the management committee) of the meeting of the board of directors of 21 May 2021. At the start of the meeting the CEO, Jan De Nys, and the CFO, Kara De Smet, made a statement within the meaning of article 7:96 of the Belgian Code of Companies and Associations. They did not take part in the deliberation and the vote with respect to the relevant agenda items.
Below are the relevant extracts from the minutes of the Board meeting of 21 May 2021:
"Prior to the discussion of agenda item 8, Mr Jan De Nys and Ms Kara De Smet each make the following statement to the members of the board of directors, in accordance with article 7:96 of the Belgian Code of Companies and Associations ("CCA"), as a result of the fact that they have a proprietary interest that is contrary to the company's interests within the context of the decision that is the subject matter of this agenda item.
The statement is the following for each of them:
"Pursuant to article 7:96 CCA, I wish to report that with respect to agenda item 8 "remuneration", I have a proprietary interest that may be contrary to the company's interests, as this agenda item relates to a decision with respect to my remuneration as CEO or CFO respectively.
Within the context of this agenda item, a decision will be taken with respect to my variable remuneration for the 2020-2021 financial year on the basis of an assessment of my performance targets and my remunerations and performance targets for the 2021-2022 financial year will be determined.
The proprietary consequences of these decisions with regard to my variable remuneration are contrary to the possible proprietary consequences of this decision for myself.
recurrent fees paid to external service providers.
The role of the remuneration and nomination committee is to assist the board of directors by:
The audit committee consists of the following members::
The committee met twice in 2021-2022.
The tasks of this audit committee mainly relate to the monitoring of the financial reporting process, the efficiency of the internal control and risk management systems, the monitoring of the internal audit and its efficiency and the monitoring of the statutory audit of the statutory and consolidated financial statements and external audit, including the assessment and monitoring of the independence of the statutory auditor.
The management committee consists of the following members:
The duties of this management committee mainly relate to supporting the CEO with respect to the company's executive management. The management committee discusses with the board of directors and the CEO, and advises them with respect to, the Company's management in accordance with the values, the strategy, the general policy and the budget of the Company as determined by the board of directors. For that purpose, the board of directors transferred specific powers to the management committe on 20 May 2022, effective as of 1 June 2022.
We refer to the internal rules of the management committee, which are available on the website, for the list of powers transferred to the management committee by the board of directors and for the other aspects of the operations of the management committee.
Retail Estates has entrusted the following persons with the effective management of the company within the meaning of article 14 of the BE-REIT Act: Mr Jan De Nys, Chief Executive Officer of Retail Estates, and Ms Kara De Smet, Chief Financial Officer of Retail Estates. The effective managers participate in the management of Retail Estates in accordance with the Corporate Governance Charter.
The board of directors of Retail Estates nv hereby confirms that none of the members of the management committee have in the course of the past five years been convicted of a crime of fraud, been the subject of any official and/or public accusation, had a sanction imposed by a judicial or regulatory body, been banned by a court of law from serving as a member of an administrative body, or ever appeared before a court of law in the capacity of a member of the management committee, in connection with bankruptcy. There is no family relationship between the members of the management committee.
The table below represents diversity on the basis of gender:
GEMIDDELDE LEEFTIJD Informal Management Committee and the Board of Directors 66,6% Men Woman 33,3%
At Retail Estates the equality principle is the basis for the selection of employees. This means that all employees are selected on the basis of their competencies and skills, independent from e.g. age, gender and cultural background. Diversity within the team is part of the corporate culture and Retail Estates feels that it is an added value for the company's growth and an enrichment of the corporate culture. The composition of the group of employees reveals that
this policy actually yields results.
The table below represents diversity on the basis of age:
Diversity is also taken into account for the composition of the management committee and the board of directors: the management committee is composed on the basis of gender equality and the company has three female directors. In addition, the composition of the management committee and the board of directors is determined on the basis of diversity in general and complementarity of skills, experience and know-how. It is of particular importance to have a strong representation of directors who are well versed in the management of retail properties of the type in which the company invests and/or have experience in the financial aspects, in particular reporting and/or financing, of a company and/or have experience in the management of a real estate company and real estate investment trust in particular and/or in policy-making in listed companies. Consequently, it is pivotal that members of the board of directors are complementary in terms of knowledge and experience.
For more information about diversity within Retail Estates, we refer to the Sustainability report.
I will therefore not participate in the deliberation and the vote with respect to this agenda item."
(…)
b) Variable remuneration for the 2020-2021 financial year of the CEO and the other members of the management committee on the basis of the assessment of the performance targets by the remuneration and nomination committee.
The proposal of the remuneration and nomination committee to approve the variable remuneration of the CEO and the CFO for the 2020-2021 financial year has the following proprietary consequences for Retail Estates: 120,000 euro.
The board of directors confirms the assessment of the performance targets for the approval of the variable remuneration of the CEO and the other members of the management committee, as it was made by the remuneration and nomination committee on 17 May 2021.
The approval of the variable remuneration is important according to the other members of the board of directors, given the expertise and skills of the CEO and CFO and the work they have performed for the company since accepting their respective positions.
c) Determination of the remuneration and performance targets for the variable remuneration of the CEO and the other members of the management committee for the 2021-2022 financial year (and for the LT variable remuneration)
The determination of the remuneration and performance targets for the variable remuneration of the CEO and the CFO for the 2021-2022 financial year, as proposed by the remuneration and nomination committee, corresponds to the amount of 120,000 euro.
The board of directors determines the remuneration and performance targets for the variable remuneration of the CEO and the other members of the management committee for the 2021-2022 financial year, as they were determined by the remuneration and nomination committee on 17 May 2021.
This decision is in the company's interest according to the other members of the board of directors, given the expertise and skills of the CEO and CFO and the work they have performed for the company since accepting their respective positions."
During the 2021-2022 financial year, no decision or operation gave rise to the application of article 7:97 of the Belgian Code of Companies and Associations.
The company is managed by a team of 39 under the leadership of Mr Jan De Nys, managing director (CEO) of the company.
The operational management of the buildings in the portfolio of Retail Estates is based on collaboration between the commercial real estate division and the technical division. This exchange of information between divisions is essential for preventative management, ad hoc issues and the identification of investment opportunities.
The real estate division consists of nine persons, including six property managers and assistant property managers, one lease manager and two assistants supporting this division. They are usually recruited from people who are active in the retail sector. They are supervised by the CEO.
The technical division consists of four senior project managers, one development manager, one CSR manager, one business navigation management and an assistant under the supervision of the CIO.
The Dutch team consists of one property managers one asset manager, two technical managers and two administrative assistants. They report to the CEO and the CIO.
of the above-mentioned criteria. The committee also takes into account a benchmark against the remuneration implemented in other comparable real estate companies, either listed or not. If necessary, the committee advises to adjust the implementation of the remuneration policy as well as the remuneration granted to non-executive directors. Material changes are always subject to approval by the general meeting.
The remuneration of the non-executive directors is determined by the general meeting. This is a legally determined exclusive authority of the general meeting, which ensures that no conflicts of interests can occur in this respect.
In addition, the statutory rules with respect to conflicts of interests (as laid down in the Belgian Code of Companies and Associations and in the BE-REIT Act) are applicable to the directors.
4 I.e., in accordance with article 2, 18° of the BE-REIT Act, "the company in which the regulated real estate company holds more than 25% of the share capital, either directly or indirectly, including the subsidiaries within the meaning of article 6, 2° of the Code of Companies."
The remuneration of the non-executive directors essentially consists of:
The fixed director's remuneration is not determined on the basis of the operations and transactions performed by the company or its perimeter companies4 (article 35, §1 of the BE-REIT Act).
Pursuant to article 7:89/1 of the Belgian Code of Companies and Associations (the "CCA") and the 2020 Belgian Corporate Governance Code ("Code 2020"), this remuneration policy applies to the members of the board of directors (both the non-executive and the executive directors) and to the members of the management committee2.
The remuneration policy was approved at the meeting of the board of directors of Retail Estates of 21 May 2021, based on the proposal of the remuneration and nomination committee. It was approved at the general shareholders' meeting of 19 July 2021 and applies since 1 April 2021 (2021-2022 financial year).
Retail Estates will pay the remuneration of the directors and the members of the management committee in accordance with the approved remuneration policy.
The company can temporarily deviate from the remuneration policy, but only in case of extraordinary circumstance and in accordance with the procedure laid down in section VI of this remuneration policy.
The remuneration policy will be presented to the general meeting on the occasion of every material change and at least every four years.
Both the remuneration policy for directors and managers and the work and pay conditions of the employees of Retail Estates are based on the following principles, which reflect the company's general view of remuneration:
– A remuneration in line with market standards, enabling the company to attract and retain talented directors, managers and employee, taking into account the size of the company and its financial perspectives. That's why the company, where the remuneration of the directors and the members of
3 The executive directors do not receive a remuneration in their capacity as members of the board of directors.
the management committee is concerned, takes into account a benchmark against comparable companies.
The remuneration of the non-executive directors is determined by the (annual) general shareholders' meeting, based on the proposal of the board of directors. The remuneration and nomination committee submits proposals to the board of directors with regard to the remuneration of the non-executive directors.
The remuneration of non-executive directors takes into account their role as directors and their specific roles as chairperson of the board of directors, as chairperson or member of a committee within the board of directors, as well as the resulting responsibilities, the risks and the time dedicated to their tasks.
Every year after the end of the financial year, the remuneration and nomination committee evaluates and analyses the implementation of the remuneration policy and the individual remuneration on the basis
" Retail Estates undertakes to invest 10 million euro in renewable energy and the improvement of water management in the retail parks over the next three financial years: the installation of photovoltaic panels and charging stations, energyefficient lighting and investments in water infiltration and rainwater buffering systems."
2 Since 1 June 2022 the management committee within the meaning of article 524bis of the (old) Companies Code has been replaced by a management committee within the meaning of the CCA. The members of the new management committee will receive the same remuneration as the members of the old management committee, and the remuneration policy for the members of the old management committee is applicable mutatis mutandis to the members of the new management committee. Therefore, the references in this remuneration committee to the old management committee are replaced by referenced to the new management committee.
The remuneration and nomination committee is entrusted with the preparation or assessment of proposals submitted to the board of directors with respect to the individual remuneration of the CEO and the members of the management committee, including the variable remuneration.
The remuneration for the CEO and the other members of the management committee is determined with a view to attracting, motivating and retaining the necessary talent, taking into account the size of the company and the individual responsibilities that are expected from the CEO and every member of the management committee, the required relevant experience and skills and the seniority. The remuneration and nomination committee presents the result of this analysis and its substantiated recommendations to the board of directors, which will then take a decision. The committee also takes into account a benchmark against the remuneration implemented in other comparable real estate companies, either listed or not.
The board of directors subsequently determines the remuneration of the CEO and the other members of the management committee, taking into account the proposals of the remuneration and nomination committee. The board of directors also ensures that the remuneration is consistent with the company's remuneration policy.
Specifically with respect to the variable remuneration, the assessment of the performance targets is discussed and analysed in a meeting of the remuneration and nomination committee. The variable remuneration can only be granted if the performance targets were met during the reference period. The result of the annual targets is assessed at least once a year, usually within two months after the end of the financial year. The extent to which the financial criteria were met is checked after the closure of the financial year on the basis of the accounting and financial data that are analysed in the audit committee. The assessment of the non-financial criteria is done by the remuneration and nomination committee on the basis of a reasoned proposal of either the chair of the board of directors (if it concerns the performance of the CEO) or the CEO in consultation with the chair of the board of directors (if it concerns the performance of the other members of the management committee). The remuneration and nomination committee subsequently presents their advice and proposal for remuneration to the board of directors. The board of directors grants the variable remuneration to every member of the management committee who qualifies on the basis of the result achieved.
The required measures for the prevention and control of potential conflicts of interests have been taken at several levels:
Insofar as necessary, it is clarified that the nonexecutive directors can in certain cases receive a specific remuneration if they perform special, ad hoc assignments for the board of directors, like site visits within the context of potential investments. Such a specific remuneration is determined by the board of directors on the basis of the relevant responsibilities or specific powers connected with the assignment.
The non-executive directors do not receive any performance-linked (variable) remunerations like bonuses and share options.
By way of derogation from provision 7.6 of the 2020 Code, the company does not allot any shares to nonexecutive directors. The company feels that the legal framework and the nature of the company (BE-REIT), its general policy and its mode of operation already meet the objective of provision 7.6 of the 2020 Code (which is to encourage the non-executive directors to act with the perspective of a long-term shareholder) and adequately guarantee that action is undertaken with a view to promoting long-term value creation. This perspective is embedded in the governance of Retail Estates as a regulated real estate company. The Retail Estates share has a strong track record and the company's directors strive for solid earnings per share year after year, an ambition that is certainly achieved. Retail Estates feels that the directors have proved in the past that this perspective, without the award of a remuneration in the form of shares, is sufficiently present in the directors' conduct.
Obviously, the foregoing does not prevent certain nonexecutive directors from having a share participation in Retail Estates on the basis of a personal decision and without any obligation imposed by the remuneration policy.
The company took out a civil liability insurance for directors ("D&O Insurance") to cover the liability of its non-executive and executive directors. The premium of this insurance is paid by the company.
The non-executive directors do not enjoy any other benefits in kind (e.g. a company car, mobile phone, laptop computer or benefits linked to pension schemes). However, the non-executive directors can receive a compensation for the normal and justified expenses and costs, of which they can prove that they were incurred within the context of their assignment.
The non-executive directors can (exceptionally) hold the office of director in one of the company's subsidiaries (e.g. Retail Warehousing Invest NV, an institutional real estate company). Any remunerations granted for the exercise of this office are incorporated into the remuneration report.
The non-executive directors and the executive directors where their mandate as directors is concerned, are appointed by the general meeting for a period of 4 years maximally. They have the status of a self-employed person. Their appointments can be revoked at any time by the general meeting with a simple majority of votes, without notice period or payment in lieu of notice. However, the general meeting has the option to grant a notice period or payment in lieu of notice within the context of the dismissal.
5 See footnote 2.
The fixed annual compensation is paid in twelve monthly instalments.
Any adjustments to the fixed remuneration are discussed every year by the remuneration and nomination committee, which presents a proposal to the board of directors. The board of directors subsequently takes a decision with respect to the fixed remuneration, respecting the rules relating to conflicts of interests.
At the request of the CEO the board of directors can decide to grant the fixed remuneration (partially) in the form of an individual pension benefit (type "defined contribution").
The fixed remuneration of the CEO is adjusted to the health index annually.
The variable remuneration granted to the CEO under the conditions to be determined by the board of directors on the proposal of the remuneration and nomination committee is determined on the basis of the extent to which previously determined annual targets, which are of a qualitative as well as of a quantitative nature, are met and on the basis of exceptional performances, if any, related to the above-mentioned targets, delivered in the course of the financial year. The annual targets can take into account the targets that have a positive influence on the company in the short term (STI) as well as those that have a positive influence in the long term (LTI). The targets are in line with the company's strategy.
A variable remuneration can only be granted if (a) the criteria for the granting of that variable remuneration or the part of the variable remuneration that depends on the results exclusively relate to the consolidated net result of the company, to the exclusion of all variations of the fair value of the assets and the hedging instruments and (b) no remuneration is granted on the basis of a specific operation or transaction of the company or its perimeter companies6 (see article 35, §1 BE-REIT Act).
The board of directors avoids setting criteria that may incite the CEO to give preference to short-term targets that may influence the variable remuneration but may have a negative influence on the company in the medium and long term.
The amount of the variable remuneration in the short term (STI) is determined on the basis of the actual achievement of quantitative and qualitative targets in the short term.
These quantitative targets comprise (to the extent that is allowed under the applicable law) the occupancy rate, the rental income, the operational margin, the completion of specific projects, ESG targets and investment and divestment targets. The qualitative targets may vary from one year to another depending on the priorities set with personnel management, external communication, leadership and other initiatives.
The targets are set and weighed depending on their importance. Their relative importance and the amount paid depending on the extent to which they are achieved are determined by the board of directors on the proposal of the remuneration and nomination committee. These targets are determined at the time at which the budget is prepared and take into account this budget, so that they are in line with the company's strategy.
The percentage of the variable remuneration in the short term can vary between 0% and 35% of the annual fixed remuneration (if 100% of the targets are reached).
At the request of the CEO, the board of directors can decide on the form of this short-term variable remuneration (e.g. individual pension benefit (type "defined contribution)).
The purpose of the long-term variable remuneration (LTI) is to align the CEO's interests with those of the shareholders and to encourage the CEO to have a longterm vision.
The criteria for the long-term variable remuneration include the company's strategy, the evolution of the ESG targets and of the dividends over several years, as well as personal targets to support this multi-annual perspective.
In addition, the statutory rules with respect to conflicts of interests (as laid down in the Belgian Code of Companies and Associations and in the BE-REIT Act) are obviously also applicable to the members of the management committee who are also executive directors (at the moment, these members are the CEO and the CFO).
The remuneration of the CEO and the other members of the management committee consists of the following components:
These components of the remuneration are granted individually under the conditions to be determined by the board of directors on the proposal of the remuneration and nomination committee.
The remuneration is determined in accordance with the articles 7:90, 7:91, 7:92 and 7:121 of the CCA.
By way of derogation from provision 7.9 of the 2020 Code, the company does not allot shares to the CEO and the other members of the management committee. The company feels that the legal framework and the nature of the company (BE-REIT), its general policy and its mode of operation already meet the objective of provision 7.9 of the 2020 Code (which is to encourage the executive management to act with the perspective of a long-term shareholder) and adequately guarantee that action is undertaken with a view to promoting longterm value creation. This perspective is embedded in the management of Retail Estates as a regulated real estate company. The Retail Estates share has a strong track record and the management strives for solid earnings per share year after year, an ambition that is certainly achieved. Retail Estates feels that the management has proved in the past that this perspective, without the award of a remuneration in the form of shares, is sufficiently present in the management's conduct.
Obviously, the foregoing does not prevent certain members of the management committee, either or not directors, from having a share participation in Retail Estates on the basis of a personal decision and without any obligation imposed by the remuneration policy. The board of directors does reserve the right to introduce a mechanism for the granting of part of the remuneration in the form of shares (or share options).
The CEO will have the mandate of (managing) director of all subsidiaries of the company. The other members of the management committee can also hold a mandate of director in the subsidiaries of Retail Estates. The mandate in (foreign) subsidiaries can be held via their management company if the CEO or the member of the management committee respectively is the permanent representative of this management company. Any remunerations received for the exercise of these mandates are incorporated into the remuneration report of the company. Unless agreed otherwise, the end of the agreement between the CEO or the member of the informal management committee on the one hand and the company on the other hand will also lead to the end of the mandates they exercise in the subsidiaries.
The CEO holds a mandate of executive director and is also a member of the management committee and charged with the company's daily management. In addition, the CEO is the effective manager of the company in accordance with the provisions of article 14, § 3 of the BE-REIT Act.
The mandate of the CEO in his capacity of executive director is not remunerated.
The fixed remuneration of the CEO is determined on the basis of his responsibilities and individual competences and skills, in addition to the experience in several fields (commercial, real estate-technical, legal, fiscal, financial, accounting and general policy).
The fixed remuneration is not determined on the basis of the operations and transactions performed by the company or its perimeter companies (article 35, §1 of the BE-REIT Act).
6 See footnote 9.
The remuneration of the other members of the management committee consists of the following components:
The fixed remuneration of the other members of the management committee is determined on the basis of their responsibilities and individual competences and skills, in addition to the experience in several fields that are relevant for each of their individual responsibilities (commercial, real estate-technical, legal, fiscal, financial, accounting and general policy).
The fixed remuneration is not determined on the basis of the operations and transactions performed by the company or its perimeter companies (article 35, §1 of the BE-REIT Act).
The fixed annual compensation is paid in twelve monthly instalments.
Any adjustments to the fixed remuneration are discussed every year by the remuneration and nomination committee, which presents a proposal to the board of directors. The board of directors subsequently takes a decision with respect to the fixed remuneration of the members of the management committee, respecting the rules relating to conflicts of interests.
At the request of the individual members of the management committee, the board of directors can decide to grant the fixed remuneration (partially) in the form of an individual pension benefit (type "defined contribution").
The fixed remuneration of the other members of the management committee is adjusted to the health index annually.
The variable remuneration granted to the other members of the management committee under the conditions to be determined by the board of directors on the proposal of the remuneration and nomination committee is determined on the basis of the extent to which previously determined annual targets, which are of a qualitative as well as of a quantitative nature, are met and on the basis of exceptional performances, if any, related to the above-mentioned annual targets and delivered in the course of the financial year. The annual targets take into account the targets that have a positive influence on the company in the short term (STI) as well as those that have a positive influence in the long term (LTI). The targets are in line with the company's strategy.
A variable remuneration can only be granted if (a) the criteria for the granting of that variable remuneration or the part of the variable remuneration that depends on the results exclusively relate to the consolidated net result of the company, to the exclusion of all variations of the fair value of the assets and the hedging instruments and (b) the variable remuneration is not granted on the basis of a specific operation or transaction of the company or its perimeter companies (see article 35, §1 BE-REIT Act).
The board of directors avoids setting criteria that may incite the members of the management committee to give preference to short-term targets that may influence their variable remuneration but may have a negative influence on the company in the medium and long term. In this context, special attention is paid to the ESG targets.
The amount of the short-term variable remuneration (STI) is determined on the basis of the actual achievement of quantitative and qualitative targets in the short term, which are set annually by the board of directors and assessed on the proposal of the remuneration and nomination committee.
These quantitative targets comprise the occupancy rate, the growth, ESG targets, the operational margin and (to the extent allowed under the applicable legislation) special/exceptional projects. The qualitative targets may vary from one year to another depending on the priorities set at the time of the preparation of the budget and include the usual fields, such as efficient and sustainable projects, leadership and other initiatives.
The percentage of the long-term variable remuneration can vary between 0% and 35% of the annual fixed remuneration (if 100% of the targets are reached).
The CEO enjoys an incapacity insurance or disability insurance.
In addition, the CEO receives a compensation for the normal and justified expenses and costs, of which he can prove that they were incurred within the context of his assignment. The company provides a laptop computer and a smartphone, but not a company car.
These other benefits represent maximally 10% of the annual fixed remuneration of the CEO.
In addition, an exceptional bonus can be granted to the CEO for non-recurring and exceptional performances if suggested by the remuneration and nomination committee and subject to the consent of the board of directors. This bonus does not have any impact on the possible granting of a variable remuneration for the same financial year. This bonus has to correspond to the general view of the board of directors on the remuneration policy, as explained under section II above. The exceptional bonus, as the case may be, represents maximally 35% of the annual fixed remuneration of the CEO.
The agreement relating to the CEO provides for a notice period of eighteen months in case of termination of the agreement by Retail Estates. Any termination compensation to be paid if the company waives performance during the notice period shall be calculated in accordance with the fixed remuneration (including the annual premiums for the individual pension benefit (type "defined contribution")). The notice period was approved by the board of directors in accordance with the legal provisions and upon the advice of the remuneration and nomination committee, taking into account the CEO's contribution to the company's growth since the initial public offering in March 1998.
If the CEO terminates the agreement, the notice period is six months.
If the CEO is unable to perform his duties because of incapacity for work (illness or accident), Retail Estates shall continue to pay him the fixed portion of his remuneration for a period of two months from the first day of incapacity for work. Subsequently, he will receive a disability benefit from an insurance company, equalling 75% of the fixed remuneration (see section 2.1.3 above).
The agreement with the CEO provides for the right for the company to claim back all or part of the variable remuneration during a period of one year after its payment if it appears that the payment was made on the basis of inaccurate information about the achievement of the targets on which the targets were based or about the circumstances on which payment of the variable remuneration depended and that this inaccurate information was due to fraud by the CEO.
have been entitled during the notice period that should have been observed.
There are no special provisions for the recovery of variable remuneration. However, the provisions of civil law relating to undue payments are in full force and effect.
The remuneration and nomination committee informs itself of the annual proposals relating to the global budget (the so-called "cost to the company") of the fixed remunerations of the employees of the company (i.e. other than the directors and the members of the management committee) and relating to the global budget of the variable remunerations granted to the employees. The personnel budget determined by the committee is presented for approval to the board of directors every year before the start of the relevant financial year. At the request of the board of directors, the committee also takes a decision with respect to the proposals of the executive directors relating to the recruitment of staff members and the initial renumeration of new staff members, as well as with respect to any revision of the remuneration (in the broadest sense) of certain other persons who hold key positions in the company.
As is the case for the directors and the members of the management committee, there is currently no share (option) scheme for the benefit of the staff.
The variable remuneration of the employees consists of a part that is linked to their individual targets and a part that is linked to the joint performance targets (nonrecurring results-based benefit CLA 90). The operating property result, the EPRA earnings per share, determines to which degree the joint variable remuneration is granted. The remuneration policy for the members of the management committee is determined taking into account the general view referred to above (see section II) and applicable to the entire company. That is why the remuneration of the staff resembles the broader remuneration framework of the company in the sense that the short-term remuneration of both the members of the management committee and the staff in general is determined on the basis of the same financial performance criteria.
The company can temporarily deviate from the remuneration policy, provided that the deviation is justified by exceptional circumstances and only if the deviation is necessary to serve the long-term interests and the sustainability of the company as a whole or guarantee its viability.
The following procedure must be followed in order to implement a deviation:
The board of directors will include the temporary deviation in the remuneration report.
There are no material deviations from the remuneration policy that was approved at the general shareholders' meeting of 19 July 2021.
The targets are set and weighed depending on their importance. Their relative importance and the amount paid depending on the extent to which they are achieved are determined by the board of directors on the proposal of the remuneration and nomination committee. These targets are determined at the time at which the budget is prepared and take into account this budget, so that they are in line with the company's strategy.
The percentage of the variable remuneration in the short term can vary between 0% and 35% of the annual fixed remuneration (if 100% of the targets are reached).
At the request of the relevant member of the management committee, the board of directors can decide on the form of this short-term variable remuneration (e.g. individual pension benefit (type "defined contribution)).
The purpose of the long-term variable remuneration (LTI) is to align the interests of the other members of the management committee with those of the shareholders and to encourage the management committee and its individual members to have a long-term vision.
The criteria for the long-term variable remuneration include the company's strategy, the evolution of the ESG targets and of the dividends over several years, as well as personal targets to support this multi-annual perspective.
The percentage of the long-term variable remuneration can vary between 0% and 35% of the annual fixed remuneration (if 100% of the targets are reached).
The other members of the management committee benefit from an incapacity or disability insurance, an orphan's pension and a hospitalisation insurance, in addition to the reimbursement of representation expenses.
In addition, a smartphone and a laptop computer and/or a tablet are provided, as well as a company car in some cases. The company may pay the costs of a company car, or they may be included in the fixed remuneration of the member of the management committee. This is determined in consultation with the member of the management committee.
In addition, the other members of the management committee receive a compensation for the normal and justified expenses and costs, of which they can prove that they were incurred within the context of their assignment.
These other benefits represent maximally 10% of the annual fixed remuneration of the individual members of the management committee.
In addition, an exceptional bonus can be granted to a member of the management committee for nonrecurring and exceptional performances if suggested by the remuneration and nomination committee and subject to the consent of the board of directors. This bonus does not have any impact on the possible granting of a variable remuneration for the same financial year. This bonus has to correspond to the general view of the board of directors on the remuneration policy, as explained under section II above. The exceptional bonus, as the case may be, represents maximally 35% of the annual fixed remuneration of the individual members of the management committee.
The agreements with the other members of the management committee, who all have the status of self-employed people, are open-ended agreements and provide for a notice period of 12 months. In the agreement with the CFO, the notice period is 18 months if the company terminates the agreement less than six months following the successful conclusion of a (hostile) takeover.
In case of termination of the agreement on the initiative of the company without observing a notice period, save in the event that no notice period or compensation is required according to the agreement, the member concerned is contractually entitled to a compensation for the termination of the agreement, which equals the remuneration to which the member concerned would
1.1 Remuneration of the non-executive directors The non-executive directors (with the exception of the chairperson of the board of directors) receive a fi xed annual remuneration of € 6,000 on the one hand and an attendance fee of € 1,500 for their participation in each of the meetings of the board of directors and the committee(s). Neither the fi xed remunerations nor the attendance fees are granted on the basis of the results of the company. They therefore qualify as fi xed remunerations that are not performance-based.
The fi xed remuneration of the chairman, Mr Paul Borghgraef, was set at € 60,000 in view of his regular presence and involvement and given the fact that he
| is the daily interlocutor and sounding board of the |
|---|
| managing director between board meetings. |
| Non-executive directors do not receive variable |
| performance-related remunerations such as bonuses |
| or stock-related long-term incentive schemes, nor any |
| fringe benefi ts or benefi ts linked to pension schemes. |
| No agreement was concluded with the non-executive |
| directors, so that they can be dismissed at any time |
| without any compensation. |
| In certain cases the non-executive directors may be |
| granted an expense allowance for expenses relating to |
| on-site visits prior to a meeting of the board of directors, |
| which will decide on investments or divestments. |
| The company has taken out an insurance policy to cover |
| the liability of its directors. |
1.2 Table total remuneration of the non-executive directors The table below provides an overview of the total remuneration of the non-executive directors:
| Attendance at | ||||||
|---|---|---|---|---|---|---|
| remuneration | Fixed remuneration - | |||||
| Annual fi xed | Attendance at board | and nomination | Attendance at audit | according to | TOTAL | |
| remuneration (EUR) | of directors' meetings | committee meetings | committee meetings | attendance (EUR) | (EUR) | |
| Paul Borghraef | 60 000 | 7/7 | 0 | 60 000 | ||
| René Annaert | 6 000 | 6/7 | 2/2 | 3/3 | 16 500 | 22 500 |
| Christophe Demain | 6 000 | 5/7 | 7 500 | 13 500 | ||
| Stijn Elebaut1 | 2/2 | 3 000 | 3 000 | |||
| Victor Ragoen | 6 000 | 6/7 | 3/3 | 13 500 | 19 500 | |
| Jean Sterbelle1 | 2/2 | 3 000 | 3 000 | |||
| Leen Van den Neste | 6 000 | 7/7 | 1/2 | 2/3 | 15 000 | 21 000 |
| Herlinda Wouters1 | 1/2 | 1 500 | 1 500 | |||
| Ann Gaeremynck | 6 000 | 7/7 | 2/2 | 3/3 | 18 000 | 24 000 |
| Michel Van Geyte2 | 0 | 5/7 | 0 | 0 | ||
| TOTAL remuneration | ||||||
| directors | 90 000 | 78 000 | 168 000 |
1 This director's term of offi ce ended at the general meeting on 19 July 2021. The mandate was not renewed.
2 Mr. Van Geyte receives, at his request, no remuneration in his capacity as director of Retail Estates
This remuneration report was drawn up by the remuneration and nomination committee and approved by the board of directors pursuant to article 3:6 §3 of the Belgian Code of Companies and Associations and the 2020 Corporate Governance Code and is part of the Corporate Governance Statement.
The report gives an overview of the main principles of the remuneration policy and its application by the group during the 2021-2022 fi nancial year (from 1 April 2021 to 31 March 2022) to the remuneration of the directors and the members of the "old" management committee, (replaced by the "new" management committee since 1 June 2022)(including the executive directors (the CEO, Jan De Nys, and the CFO, Kara De Smet, who together assume the effective management of the company and its subsidiaries), the CIO and the CLO).7 Retail Estates also drew up a detailed remuneration policy in accordance with article 7:89/1 CCA, which was approved at the general shareholders' meeting of 19 July 2021. The remuneration policy is also available on the website as a separate document.
This remuneration report will be presented to the annual general meeting of 18 July 2022, which will take a decision with respect to this remuneration report by means of a separate advisory vote in accordance with article 7:149 CCA.
7 In order to enable the comparison with the remuneration that was the subject matter of the previous annual reports, this remuneration report describes the annual variable remuneration that relates to performances during the 2021-2022 fi nancial year, even if this variable remuneration is only granted and only becomes due during the 2022-2023 fi nancial year. The annual variable remuneration relating to the performance during the 2020-2021 fi nancial year, which was granted or payable during the 2020-2021 fi nancial year, was reported in the Annual Financial Report relating to the 2020-2021 fi nancial year.
Except for the above-mentioned remuneration, Mr. Jan De Nys does not receive a separate remuneration for the exercise of his mandate as executive director.
The remuneration of the other members of the informal management committee consists of the following components:
of the basic remuneration and the payments for the IPT scheme (type "defined contribution")).. As indicated above (see section 2.1), a programme for the granting of a long-term variable remuneration linked to the achievement of collective performance criteria, to be measured over the period from 1 April 2020 to 31 March 2024, has been implemented, of which the members of the management committee may also be beneficiaries.
The management committee has the following members:
Mr Jan De Nys has held the position of CEO since the initial public offering of Retail Estates NV in March 1998.
The remuneration of the CEO, who holds his office in a personal capacity as an independent manager, consists of the following components:
in the longer term. In addition the board of directors decided, on the proposal of the remuneration and nomination committee, to implement a programme for the granting of a long-term variable remuneration linked to the achievement of collective performance criteria, to be measured over the period from 1 April 2020 to 31 March 2024. The beneficiaries of this programme can be the members of the management committee as well as certain executives. The longterm bonus plan provides for a bonus in favour of the beneficiaries that is expressed as 6% of the total value creation of the projects over the reference period. The part of this percentage to which every beneficiary may be entitled is determined each year individually by the remuneration and nomination committee and depends on the extent to which a specific beneficiary is involved in the development of the projects and on his/her responsibility in this respect. Value creation is calculated as the difference between the fair value of a project when it is first included in the portfolio and the cost of a project. A bonus of 6% is only granted on value creation of maximally 10 million euro during the full period between 1 April 2020 and 31 March 2024.
The CEO does not receive a remuneration related to shares (shares, share options or other rights to acquire shares).
" Retail Estates' ambition to develop a standard for buildings with which all its properties will comply. The parameters that will be part of the standard will relate to health and well-being, energy, transport, water, materials, resilience, land use and ecology, and pollution. "
8 The executive directors do not receive a remuneration for the exercise of their mandate as directors, but only for the exercise of their mandate as members of the management committee.
report by the annual shareholders' meeting. There are no special provisions for the recovery of variable remuneration. The provisions of civil law relating to undue payments are in full force and effect.
The fixed remuneration of the members of the management committee for 2021-2022, as stated in the remuneration table, equals the remuneration approved by the board of directors on the basis of the advice of the remuneration and nomination committee in February 2021.
The maximum annual variable remuneration based on short-term quantitative performance targets equals 35% of the annual fixed remuneration, in accordance with the existing remuneration practices, always provided that 100% of the performance targets are achieved.
The performance thresholds and limits used for these criteria vary between 0% and 100%.
The quantitative performance targets are linked to the efforts made to achieve the financial performance of the company, in particular at least each of the following criteria: EPS, portfolio growth, occupancy rate. The market conditions and specific difficulties that occurred in the course of the financial year are taken into account. With respect to the qualitative performance targets, we refer to the table below:
| Name | Performance target | Relative weight | Measured performance against target | ||||
|---|---|---|---|---|---|---|---|
| Jan De Nys | Quantitative | 85% | 100,00% | ||||
| EPS | 25% | 100,00% | |||||
| Collection/occupancy rate | 25% | 100,00% | |||||
| Project development per year | 25% | 100,00% | |||||
| Divestment and investment targets | 10% | 100,00% | |||||
| Qualitative | 15% | 100,00% | |||||
| Staff/shareholders communi-cation and communication with board of directors/chairperson |
15% | 100,00% | |||||
| Other members of the management committee | CFO | CIO | CLO | CFO | CIO | CLO | |
| Quantitative | 0% | 65% | 0% | / | 100% | / | |
| EPS | 0% | 25% | 0% | / | 100% | / | |
| Occupancy rate | 0% | 0% | 0% | / | / | / | |
| Project development per year | 0% | 25% | 0% | / | 100% | / | |
| Implementation of investment targets | 0% | 15% | 0% | / | 100% | / | |
| Short term - qualitative | 100% | 35% | 100% | 100% | 100% | 100% | |
| Management skills | 60% | 35% | 50% | 100% | 100% | 100% | |
| Other | 40% | 0% | 50% | 100% | 100% | 100% |
| Performance target | Relative weight | Measured performance against target | |||||
|---|---|---|---|---|---|---|---|
| Jan De Nys | Quantitative | 85% | 100,00% | ||||
| EPS | 25% | 100,00% | |||||
| Collection/occupancy rate | 25% | 100,00% | |||||
| Project development per year | 25% | 100,00% | |||||
| Divestment and investment targets | 10% | 100,00% | |||||
| Qualitative | 15% | 100,00% | |||||
| Staff/shareholders communi-cation and communication | |||||||
| with board of directors/chairperson | 15% | 100,00% | |||||
| Other members of the management committee | CFO | CIO | CLO | CFO | CIO | CLO | |
| Quantitative | 0% | 65% | 0% | / | 100% | / | |
| EPS | 0% | 25% | 0% | / | 100% | / | |
| Occupancy rate | 0% | 0% | 0% | / | / | / | |
| Project development per year | 0% | 25% | 0% | / | 100% | / | |
| Implementation of investment targets | 0% | 15% | 0% | / | 100% | / | |
| Short term - qualitative | 100% | 35% | 100% | 100% | 100% | 100% | |
| Management skills | 60% | 35% | 50% | 100% | 100% | 100% | |
| Other | 40% | 0% | 50% | 100% | 100% | 100% |
The severance payments are described in the remuneration policy.
In the course of the 2021-2022 financial year, no board members left the company, but the mandate of three of the nine directors was not renewed.
No members of the management committee left the company. Therefore, no severance payments were made during the 2021-2022 financial year, neither
to the directors nor to the members of the informal management committee.
The remuneration for the members of the management committee was determined as follows during the 2021-2022 financial year:
| Name and function (in thousands €) |
Fixed fee - basis | Variable cash compensation |
Pension cost | Other components of |
the remuneration Exceptional items | Fixed / variable remuneration ratio |
|---|---|---|---|---|---|---|
| Jan De Nys - managing director |
297 | 80 | 119 | 5 | 0 | 19,28% |
| Other members of the | ||||||
| management committee | 733 | 120 | 37 | 44 | 0 | 15,58% |
| TOTAL | 1 030 | 200 | 156 | 49 | 0 | 16,88% |
2.4.1. Description of the performance criteria The variable remuneration of the CEO is linked to the achievement of a number of qualitative and quantitative criteria relating to the following aspects for the 2021- 2022 financial year:
The weighting of the variable remuneration of the CFO is based on a number of qualitative criteria: staff, team activities and continued growth (10%), shareholders (communication and investor relations) (25%), communication of relevant information and preparation of board meetings, chairperson and audit committee (25%), representation of interest groups (10%), project for new integrated technology solution – targets (10%), ICT coordination (10%) and investment analysis (10%).
The weighting of the variable remuneration for the CIO is based on quantitative and qualitative criteria: EPRA profit per share excluding all changes in fair value of the assets and interest rate hedging instruments and the results achieved on the realisation of assets (25%); project development per year (completion (term, budget)) (25%); added value (investment value – cost) (15%); a number of management skills (35%) (staff, team development: continued growth, streamlining of reporting on project development, minor maintenance, major maintenance).
The weighting of the variable remuneration for the CLO is based on a number of qualitative criteria:
The maximum target amount of the annual variable remuneration for the 2021-2022 financial year was determined as follows:
The variable remuneration is paid annually in July after approval of the annual accounts and the remuneration
Certification of the accounts
A statutory auditor appointed by the shareholders' meeting has to:
The statutory auditor is PwC Bedrijfsrevisoren, represented by Mr heer Jeroen Bockaert, a company auditor certified by the FSMA, with registered office at 1831 Diegem, Culliganlaan 5. At the annual shareholders' meeting of 19 July 2021, the statutory auditor was appointed for a three-year term.
The statutory auditor's fixed fee for reviewing and certifying the statutory and consolidated annual accounts of Retail Estates nv and its subsidiaries is € 0.11 million (excluding VAT).
The fee of PwC Bedrijfsrevisoren for the tasks assigned to the statutory auditor by law (e.g. reports when mergers occur) amounts to € 0.05 million (excluding VAT). No fees relating to studies and assistance (for example on taxation matters and due diligence assignments) were paid in the past financial year.
In accordance with the BE-REIT legislation, Retail Estates nv calls upon experts for the regular valuations of its assets each time when it issues shares, lists securities on the stock market or purchases unlisted shares and when it purchases or sells real estate. These valuations are necessary to determine the inventory value and to prepare the annual accounts. The fees for the real estate experts depend on the surface area to be taxed and are in no way based on the results of the valuation.
The valuation assignments for the Belgian portfolio were entrusted to Cushman & Wakefield (Kunstlaan 56, 1000 Brussels), represented by Mr Ardalan Azari, to CBRE nv (Avenue Lloyd George 7, 1000 Brussels), represented by Mr Kevin Van De Velde, and to Stadim cvba (Uitbreidingsstraat 10-16, 2600 Antwerp), represented by Ms Elke De Wael and Mr Nicolas Janssens.
During the past financial year, a fee of €0.34 million (including VAT) was payable to Cushman & Wakefield for the regular valuations of a part of the properties in the real estate portfolio and the initial valuations of real estate purchases. A fee of €0.38 (including VAT) was paid to CBRE for the regular valuations of the remainder of the properties in the real estate portfolio and the initial valuations of real estate purchases. The fee payable to Stadim in respect of the regular valuations of a part of the properties in the real estate portfolio and the initial valuations of real estate purchases amounts to €0.01 million (including VAT) on an annual basis.
The real estate of Immobilière Distri-Land nv is valued by Cushman & Wakefield on the basis of a joint instruction from Retail Estates nv and Immobilière Distri-Land nv, with the results published by the latter. The costs are shared 50/50 between Retail Estates nv and Immobilière Distri-Land nv.
The valuation assignments for the Dutch portfolio were entrusted to Cushman & Wakefield (Gustav Mahlerlaan 362-364, 1082 ME Amsterdam), represented by Mr Hannes De Bruijn, to CBRE (Gustav Mahlerlaan 405, box 7971, 1008 AD Amsterdam), represented by Mr Geert Wesselink, and to Colliers (Stadionplein 14, 1076 CM Amsterdam), represented by Mr Marco van der Wal.
During the past financial year, a fee of €0.23 million (including VAT) was payable to Cushman & Wakefield for the regular valuations of a part of the properties in the real estate portfolio and the initial valuations of real estate purchases. Fees of €0.02 million (including VAT) were paid to CBRE for the regular valuation of part of the real estate portfolio and initial valuations of real estate purchases. Fees of €0.01 million (including VAT) were paid to Colliers for the regular valuation of part of the real estate portfolio and initial valuations of real estate purchases.
In the course of the 2021-2022 financial year, no rights to recover remunerations were asserted (on the basis of the Belgian Civil Code, as no contractual rights to recover remunerations have been provided for the 2021-2022 financial year.
In the 2021-2022 financial year, no material deviations from the remuneration policy were detected.
| 2021 vs 2020 |
2020 vs 2019 |
2019 vs 2018 |
2018 vs 2017 |
2017 vs 2016 |
2016 vs 2015 |
|
|---|---|---|---|---|---|---|
| Remuneration Chairman of the Board of Directors | 0% | 0% | 0% | 0% | 0% | 0% |
| Total remuneration of directors - annual change in% 1 | n.v.t. | n.v.t. | n.v.t. | n.v.t. | n.v.t. | n.v.t. |
| Remuneration Jan De Nys – CEO – annual change in % |
0% | 0% | 20,55% | 1,27% | 0,51% | 14,96% |
| Total remuneration of other members Executive Committee (excl. CEO) - annual change in%2 |
3,55% | 13,12% | n.v.t. | n.v.t. | n.v.t. | n.v.t. |
| Performance Retail Estates | ||||||
| EPRA EPS – annual change in % | 17,41% | -11,21% | 3,51% | 5,46% | 16,86% | 3,78% |
| Portfolio Growth – Annual Change in % | 2,48% | 3,34% | 8,64% | 13,36% | 25,95% | 7,05% |
| Occupancy rate – annual change in % | 0,79% | -0,87% | -0,37% | 0,17% | -0,02% | -0,09% |
| Average remuneration of employees (in FTE) - annual change in %3 |
0,99% | 4,85% | 0,54% | 2,75% | n.v.t. | n.v.t. |
| 31.03.2022 31.03.2021 |
| Ratio of highest remuneration of | ||
|---|---|---|
| Management Committee member/lowest | ||
| remuneration of employees (in FTE) 4 | 7,48 | 8,81 |
The remuneration of the directors has remained unchanged over the past years and amounts to EUR 6,000 fixed remuneration and EUR 1,500 per session.
The formal executive committee was established on April 1, 2017 and works with the current staffing since November 2018. For that reason, there is no reporting for the financial years 2019-2018 and older
Is calculated as the total personnel costs ("cost to the company") divided by the total number of employees in FTE. The comparison starts in 2017, the year Retail Estates Nederland NV was included in the consolidation scope
The highest remuneration is that of the CEO. The lowest remuneration is determined on the basis of the total personnel costs of the employee concerned.
The remuneration report was approved with 82.15% of the votes at the previous annual general meeting.
The registered capital amounts to €297,600,322.91 and is divided into 13,226,452 fully paid-up shares, each representing an equal part of the capital. There is only one category of shares. There is no legal or statutory limitation on the voting rights or the transferability of the shares.
Retail Estates nv has no stock option plan.
The extraordinary shareholders' meeting of 1 June 2022 expressly authorised the board of directors to increase the share capital in one or more instalments, during a period of five years from the publication of the decusion in the Annexes to the Belgian Official Gazette, up to a maximum amount of:
a period of twelve months does not exceed 10% of the amount of the capital at the moment on which the decision to increase the capital was taken;
d. fifty-nine million five hundred and twenty thousand sixty-four euro fifty-eight cents (€ 59,520,064.58) for all other forms of capital increase;
on the understanding that within the context of this authorisation, the authorised share capital can never be increased to exceed the maximum amount of € 297,600,322.91 during the period for which the authorisation was granted.
This authorisation is conferred on the board of directors for a period of five years as from the publication in the Annexes to the Belgian Official Gazette of the amendment to the articles of association, adopted by the extraordinary shareholders' meeting of 1 June 2022.
Without prejudice to the above-mentioned authorisation, the extraordinary shareholders' meeting also decided on 1 June 2022 to authorise the board of directors, during a period of three years following this extraordinary shareholders' meeting, to proceed to one or more capital increases in the event of a takeover bid, under the conditions provided for in the applicable legislation and respecting the irreducible allocation right provided for the the BE-REIT legislation, as the case may be.
The company does not own any of its own shares. The extraordinary shareholders' meeting of 1 June 2022 amended the articles of association to authorise the board of directors to acquire shares in Retail Estates nv under a number of special conditions listed in the articles of association.
The extraordinary shareholders' meeting in particular decided to authorise the board of directors, during a period of five years from the publication of the decision in the Annexes to the Belgian Official Gazette, to acquire or take in pledge own shares or certificates relating thereto - without the total number of own shares or certificates relating thereto which the company owns or has in pledge pursuant to this authorisation exceeding ten per cent (10%) of the total number of
Unless stated otherwise in this Annual Financial Report, all information about the market, market shares, classifications, sector data and all other information in this Annual Financial Report is based on reports drawn up by sector-related sources, published information, reports drawn up by the statutory auditor or the real estate experts, or on the estimates of the company, which considers this information to be reasonable. If information originates from independent sources, the Annual Financial Report refers to these independent sources. The information provided by third parties has been reproduced correctly and, to the best of the company's knowledge or as far as the company could determine on the basis of the information published by the third party concerned, no facts have been omitted causing the information represented to be incorrect or misleading. The company did not check this information independently. Furthermore, market information is subject to change and cannot always be verified with complete certainty due to limits on the availability and reliability of the data on which the information is based, due to the voluntary contribution to the collection of data and due to other limitations and uncertainties inherent in any statistical study of market information. One should therefore be aware that information relating to the market, market shares, classifications and sector data, as well as estimates and assumptions based on such information, may not be accurate.
The other parties involved agreed that the information mentioned in this chapter will be incorporated into the Annual Financial Feport.
In accordance with the principles and values of the company, Retail Estates nv has included rules in its Dealing Code that must be observed by the directors and appointed persons who want to trade in financial instruments issued by Retail Estates nv.
The Dealing Code is an integral part of the company's Corporate Governance Charter and was drawn up in line with the applicable regulations and legislation (in particular Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the Market Abuse Regulation), the Act of 2 August 2002 on the supervision of the financial sector and on financial services) and the 2020 Corporate Governance Code.
These data are not required by the legislation on Belgian REITs and are provided by way of information only. The statutory auditor considered whether the ratios "EPRA Earnings", "EPRA NRV", "EPRA NTA" and "EPRA NDV" were calculated according to the defi nition included in the "EPRA Best Practices Recommendations" and whether the fi nancial data used in the calculation of these ratios correspond with the accounting data included in the activated consolidated fi nancial statements. The purpose of the "EPRA Best Practices Recommendations" is to publish a few key performance indicators in a transparent manner, making it possible for stakeholders to compare the different European listed real estate companies.
Retail Estates was again included in the EPRA annual report Survey and received a gold award.
For the 2020-2021 Annual Financial Report, Retail Estates received a silver award for its sustainability report from EPRA.
shares - at a unit price that cannot be lower than 75% of the average share price during the last thirty days of the listing of the share prior to the date of the decision of the board of directors to acquire or take in pledge the shares, nor higher than 125% of the average share price during the last thirty days of the listing of the share prior to the date of the decision of the board of directors to acquire or take in pledge the shares. The same extraordinary shareholders' meeting also decided to expressly authorise the board of directors, as may be required, to transfer own shares or certiciates relating thereto to one or several persons, who may or may not be staff members.
Both authorisations apply to the company's board of directors, to the direct and, if so required, the indirect subsidiaries and, if so required, any third parties acting in their own name but for the account of those companies.
The rules which govern the appointment or replacement of the members of the board of directors and the amendment procedure relating to the articles of association of Retail Estates nv are set out in the applicable legislation (especially the Belgian Code of Companies and Associations and the BE-REIT legislation) and in the articles of association of Retail Estates nv.
The conditions under which the fi nancial institutions have provided Retail Estates nv with fi nancing require retention of the public Belgian real estate investment trust status. The general terms and conditions under which this fi nancing was granted give banks the option to demand early repayment in the event of change of control. In addition, a covenant has been written into the credit agreements with a number of fi nancial institutions whereby Retail Estates nv commits itself to maintaining a maximum debt level of 60% (lower than the legal threshold of 65%).
The articles of association of Retail Estates nv have been included in the Permanent Document chapter of this Annual Financial Report. Their most recent revision dates from 1 June 2022.
" Retail Estates was again included in the EPRA annual report Survey and received a gold award.
For the 2020-2021 Annual Financial Report, Retail Estates received a silver award for its sustainability report from EPRA. "
| 31.03.2022 | 31.03.2021 | |||
|---|---|---|---|---|
| Definitions | Purpose | % | % | |
| EPRA Net Initial Yield (NIY) |
Annualised gross rental income based on current rents ('passing rents') at balance sheet closing dates, excluding property costs, divided by the market value of the portfolio, plus estimated transfer rights and costs resulting from the hypothetical disposal of investment properties. |
This measure makes it possible for investors to compare valuations of portfolios within Europe |
6.56% | 6.50% |
| EPRA topped-up Net Initial Yield (topped-up NIY) |
This measure incorporates an adjustment to the EPRA NIY in respect of the expiration of the rent-free periods or other unexpired lease incentives as step up rents. |
This measure, takien into account rent-free periods and tenant incentives, makes it possible for investors to compare valuations of portfolios within Europe |
6.56% | 6.50% |
| EPRA Vacancy | Estimated market Rental Value (ERV) of vacant surfaces divided by the ERV of the portfolio as a whole. |
Shows the vacancy rate based on ERV in a clear way. |
2.07% | 2.70% |
| EPRA Cost Ratio (incl. vacancy costs) |
EPRA costs (including vacancy costs) divided by the gross rental income less ground rent costs |
A key measure to enable meaningful measurement of the changes in a company's operating costs. |
14.47% | 14.79% |
| EPRA Cost Ratio (excl. vacan cy costs) |
EPRA Costs (excluding vacancy costs) divided by the gross rental income less ground rent costs |
A key measure to enable meaningful measurement of the changes in a company's operating costs. |
14.38% | 14.33% |
| 31.03.2022 | 31.03.2021 | |||||
|---|---|---|---|---|---|---|
| Definitions | Purpose | EUR/ 1000 |
EUR per share |
EUR/ 1000 |
EUR per share |
|
| EPRA earnings | Current result from adjusted core operational activities. |
A key measure of a company's underlying operating results from its property rental business and an indicator of the extent to which current dividend payments are supported by core activity earnings. |
75 265 | 5.84 | 62 908 | 4.97 |
| EPRA NET REINSTATEMENT VALUE |
Assumes that entities never sell assets and aims to represent the value required to rebuild the entity. |
983 672 | 74.37 903 837 | 71.36 | ||
| EPRA NET TANGIBLE ASSETS VALUE |
Assumes that entities buy and sell assets, thereby crystallising certain levels of unavoidable deferred tax. |
The EPRA NAV set of metrics make adjustments to the NAV per the IFRS financial statements to provide stakeholders with the most relevant information on the fair value of the assets and liabilities of a real estate investment company, under different scenarios |
#N/A | 68.46 829 935 | 65.53 | |
| EPRA NET DISPOSAL VALUE |
Represents the shareholders' value under a disposal scenario, where deferred tax, financial instruments and certain other adjustments are calculated to the full extent of their liability, net of any resulting tax. |
#N/A | 68.90 772 670 | 61.00 |
| Notional rent expiration of rent free period or other lease incentives |
|---|
| Estimated rental value of vacant surfaces | ||
|---|---|---|
| Estimated rental value of total portfolio | ||
| EPRA Vacancy Rate |
| 31.03.2022 | 31.03.2021 | ||
|---|---|---|---|
| EPRA Net Initial Yield | EUR/1000 | EUR/1000 | |
| Investment properties (excluding assets held for sale) fair value | 1 759 879 | 1 717 245 | |
| Transfer taxes | 73 878 | 72 151 | |
| Investment value | 1 833 757 | 1 789 397 | |
| Investment properties under construction | 15 511 | 28 348 | |
| Investment value of the properties, available for rent | B | 1 818 246 | 1 761 049 |
| Annualised gross rental income | 121 870 | 117 126 | |
| Property costs (EPRA) | -2 620 | -2 642 | |
| Rent payable for hired assets and lease costs | -203 | -207 | |
| Recovery of charges and taxes normally payable by tenants on let properties | 11 963 | 10 599 | |
| Charges normally payable by tenants on let properties | -13 953 | -12 167 | |
| Charges and taxes on unlet properties | -427 | -867 | |
| Annualised net rental income | A | 119 250 | 114 483 |
| Notional rent expiration of rent free period or other lease incentives | |||
| Topped-up net annualised rent | C | 119 250 | 114 483 |
| EPRA Net Initial Yield (NIY) | A/B | 6.56% | 6.50% |
| EPRA topped-up Net Initial Yield (topped-up NIY) | C/B | 6.56% | 6.50% |
| EPRA Vacancy Rate | EUR/1000 | EUR/1000 | |
| Estimated rental value of vacant surfaces | 2 526 | 3 157 | |
| Estimated rental value of total portfolio | 121 870 | 117 126 | |
| EPRA Vacancy Rate | 2.07% | 2.70% | |
| EPRA Cost Ratio | 31.03.2022 EUR/1000 |
31.03.2021 EUR/1000 |
|
| Operating corporate costs | 6 050 | 6 123 | |
| Impairments on trade receivables | 144 | 2 149 | |
| Ground rent costs | 203 | 207 | |
| Property costs | 10 524 | 6 877 | |
| Less: | |||
| Ground rent costs | -203 | -207 | |
| EPRA costs (incl. vacancy costs) | A | 16 718 | 15 149 |
| Vacancy costs | B | -104 | -477 |
| EPRA costs (excl. vacancy costs) | C | 16 613 | 14 672 |
| Rental income less ground rent costs | D | 115 570 | 102 397 |
| Less: |
|---|
| 31.03.2022 | 31.03.2021 | |
|---|---|---|
| EPRA earnings | EUR/1000 | EUR/1000 |
| IFRS Net Result (attributable to the shareholders of the parent company) | 131 837 | 61 436 |
| Adjustments to calculate EPRA earnings | ||
| To exclude: | ||
| Changes in fair value of investment properties | 23 083 | -5 963 |
| Other result on portfolio | -1 321 | 992 |
| Result on disposal of investment properties | 334 | 825 |
| Changes in the fair value of financial assets and liabilities | 34 476 | 2 674 |
| Adaptations to minority interests | ||
| EPRA earnings (attributable to the shareholders of the parent company) | 75 265 | 62 908 |
| Diluted EPRA earnings (in €) | ||
| EPRA earnings (EUR/share) (attributable to the shareholders of the parent company) | 5.84 | 4.97 |
| Diluted EPRA earnings per share (in €) |
| 31.03.2022 | 31.03.2021 | |||||
|---|---|---|---|---|---|---|
| EPRA NRV EPRA NTA EPRA NDV EPRA NRV EPRA NTA EPRA NDV | ||||||
| EPRA Net Asset Value (NAV) | EUR/1000 | EUR/1000 | EUR/1000 | EUR/1000 | EUR/1000 | EUR/1000 |
| Net Asset Value (attributable to the shareholders of the parent company) according to the annual accounts |
920 980 | 920 980 | 808 223 | 808 223 | 808 223 | |
|---|---|---|---|---|---|---|
| Net Assets (EUR/share) (attributable to the shareholders of the parent company) |
69.63 | 69.63 | 69.63 | 63.81 | 63.81 | 63.81 |
| Diluted net asset value after effect of exercise of options, convertibles and other equity interests |
||||||
| To exclude: | ||||||
| Fair value of the financial instruments | 10 875 | 10 875 | - | -25 678 | -25 678 | - |
| Deferred taxes | 595 | 595 | - | 2 413 | 2 413 | - |
| Goodwill volgens balans | - | - | - | - | - | - |
| Intagible fixed assets | - | 4 030 | - | - | 1 553 | - |
| To inlude: | ||||||
| Fair Value of debt at fixed intrest rates | - | - | -9 621 | - | - | -35 553 |
| Revaluation of intagible fixed assets to fair value | - | - | - | - | - | |
| Transfer taxes | 74 162 | - | 72 349 | - | - | |
| EPRA NAV (attributable to the shareholders | ||||||
| of the parent company) | 983 672 | 905 480 | 911 358 | 903 837 | 829 935 | 772 670 |
| EPRA NAV (EUR/share) (attributable to the | ||||||
| shareholders of the parent company) | 74.37 | 68.46 | 68.90 | 71.36 | 65.53 | 61.00 |
| % | % | ||
|---|---|---|---|
| EPRA Cost Ratio (incl. vacancy costs) | A/D | 14,47% | 14,79% |
| EPRA Cost Ratio (excl. vacancy costs) | C/D | 14,38% | 14,33% |
| Property related capex (in 000 €) | 31.03.2022 | 31.03.2021 | |
| Acquisitions | 44 664 | 86 585 | |
| Total* | 57 057 | 120 450 |
|---|---|---|
| Activated intrest expenses | 1 | 140 |
| Capex - non incremental lettable area | 12 392 | 20 044 |
| Developments incremental lettable area | 13 681 |
* for the investments that generate additional m² of rental surface, we refer to the detailed notes in the chapters "Investments" and "fi xed assets under construction" of the management report.
| Evolution of rental income on a similar portfolio | |||||||
|---|---|---|---|---|---|---|---|
| (excluding purchases/sales from past fi nancial year) | 31.03.2022 | 31.03.2021 | Evolutie | ||||
| (in € 000) | België | Nederland | Totaal | België | Nederland | Totaal | Totaal |
| Rental income | 78 775 | 36 998 115 773 | 70 749 | 31 855 102 604 | 13 169 | ||
| Acquisitions and developments | -2 944 | -760 | -3 704 | -3 704 | |||
| Disposals | 1 863 | 832 | 2 696 | 2 696 | |||
| Gross rental incomes at constant scope | 77 695 | 37 071 114 765 | 70 749 | 31 855 102 604 | 12 161 | ||
| Explained by | |||||||
| Indexation | 1149,42 | 489,88 | 1 639 | ||||
| Renegotiated contract | -465,46 | 98,89 | -367 | ||||
| Vacancy | -775,29 | -67,89 | -843 | ||||
| Kortingen | 63,42 | -85,84 | -22 | ||||
| COVID 19 | 7 534,07 3 540,14 | 11 074 | |||||
| Other | 680 | 680 |
Growth
Company
Stakeholders
The purpose of this strategic exercise is to gain a good understanding of which areas of sustainability are important to Retail Estates and its stakeholders, which risks and opportunities ESG entails, which regulations are to be taken into account, how Retail Estates can anticipate them and which competitive challenges and new strategic opportunities in the fi eld of ESG can be identifi ed for Retail Estates.
The strategic ESG framework is structured around two major strategic pillars, "Green Retail Estates" and "Partner of Choice", that are the basis for the integrated ambitions of Retail Estates in the fi eld of ESG.
The fi rst strategic pillar "Green Retail Estates" includes three objectives and initiatives: improvement of energy effi ciency, focus on renewable energy and the development of future-proof assets.
The pillar "Partner of Choice" focuses on a sustainable and safe work environment, talent development and interaction with all our stakeholders and with society.
Both pillars are supported by one solid base, which is essential for the development of a successful ESG strategy: cooperation with all stakeholders of Retail Estates and a continuous dialogue with everyone who has an interest in the organisation, with specifi c focus on the tenants of the retail properties.
In this document, the strategic ESG framework of Retail Estates will be explained in detail, including the way in which this strategy has been developed in the course of 2021.
.
Retail Estates created a materiality matrix in 2021 with a view to determining the priorities in the fi eld of ESG.
The matrix provides an insight into the areas of sustainability that are of priority interest to Retail Estates and on which the company will focus in the years to come.
The matrix was created on the basis of the following steps:
Retail Estates selected 15 socially relevant aras on the basis of a number of relevant frameworks/ratings in the fi eld of ESG reporting (including the European Public Real Estate Association (EPRA), Global Real Estates Sustainability Benchmark (GRESB), Sustainability Accounting Standards Board (SASB), Standard & Poor Global (S&P Global) and Morgan Stanley Capital International (MSCI)) and on the basis of trend reports for the sector (World Economic Forum, PwC, Deloitte). For the selection of these areas, Retail Estates analysed two sectors: the real estate sector (its core business) on the one hand and the retail sector (i.e. the sector where Retail Estates intends to create added value with its customers) on the other hand.
The fi fteen selected areas were assessed against the extent to which they have or may have a fi nancial impact on the activities of Retail Estates, today or in the three years to come, taking into account the risks and opportunities that (may) result from these areas.
On the basis of this assessment, a fi nal selection was made of the thirteen ESG areas listed below. These areas will be further explained in this document.
– Climate resilient and adaptive
– Responsible choice of materials
– Water management
– Biodiversity and land use
– Consumer behaviour and awareness
Digitalisation Cybersecurity
Retail Estates subsequently approached its stakeholder groups, asking them which materialities are most relevant for Retail Estates according to them and to what extent the areas have an impact on the activities of Retail Estates. Each area was discussed in detail, not only during an internal workshop with the management of Retail Estates, but also during a panel session/workshop with Retail Estates' external stakeholders. Desktop research complemented the workshops.
The following stakeholder groups were identifi ed and consulted to create the materiality matrix. More information about our cooperation with each of our stakeholders is available in the chapter "our stakeholders").
The results of the internal workshops, the panel session with external stakeholders and the desk research were processed and a weighted average of the different stakeholder groups was applied. Subsequently, each ESG area was included in the materiality matrix depending on the stakeholders' expectations, and the matrix was validated and fi nalised by the management team of Retail Estates. This resulted in the materiality matrix below, which constitutes the framework for the
ESG policy of Retail Estates. The matrix takes into account both the importance of the areas for the stakeholders and the potential impact of (the focus on) these areas on the activities of Retail Estates. This impact was assessed from the outside-in perspective (the potential impact of the areas on the business of Retail Estates) as well as from the inside-out perspective (the potential (societal) impact of Retail Estates on the areas).
Three areas are regarded as "key focus areas". They are consistent with the business model of Retail Estates and are important for the company's stakeholders. Retail Estates intends to focus on these areas as a priority in order to make its activities more sustainable.
Als Retail Estates mainly owns buildings in shell condition, the company will in the fi rst place examine where it can create an impact. In parallel, Retail Estates will also examine which further steps can be undertaken together with the tenants. The key focus areas are in line with Retail Estates' ambition to create a resilient and "Parisproof" portfolio. The so-called Paris Agreement is an ambitious global climate agreement that was approved ty 195 countries and the European Union at the 21st United Nations climate conference in Paris (COP21). According to the Agreement, these countries/enterprises have to take the appropriate measures to limit global warming to well below 2°C (compared to pre-industrial levels), to adapt to the climate change and to reduce greenhouse gas emissions (https://klimaat.be/klimaatbeleid/internationaal/ overeenkomst-van-parijs) (hereinafter referred to as the "Paris Agreement"):
The areas described above were integrated into a complete strategic framework, which is subdivided into two pillars: "Green Retail Estates" and "Partner of Choice".
Retail Estates realises that this strategy can only be successful if the company focuses on sustainability across the entire value chain by entering into a dialogue
with its stakeholders, and cooperates with them to find sustainable solutions. Hence the solid basis "partnering along the value chain".
The ESG strategy is summarised in the "ESG building" below:
on the reduction of the carbon footprint caused by CO2 emissions. The operational CO2 emissions result from the methods used by the customers of Retail Estates to generate energy. It is possible to reduce CO2 emissions through energy savings by insulating the building envelopes on the one hand and by generating renewable energy and no longer allowing fossil fuel installations on the other hand. Building owners can reduce the so-called embedded CO2 emissions (i.e. the emissions resulting from production, transport, installation and removal) by opting for more environment-friendly materials.
– Climate resilience and adaptation: Although Retail Estates seems to have a limited direct impact on climate change on the basis of its business model, this area is gradually becoming more important to the stakeholders and expectations are that its importance will grow even further due to stricter regulatory requirements imposed by the authorities. By focusing on this area, Retail Estates ensures that (the value of) its real estate portfolio will be resistant to climate change.
The materiality matrix also identifies the following socalled enabling areas. Focusing on these areas will support the achievements with respect to the key focus areas:
Responsible choice of materials: By opting for materials in accordance with the principles of circular economy for the development of new buildings and renovations of existing buildings, Retail Estates can contribute to the reduction of waste flows and the use of less raw materials.
Commitment toward stakeholders and the community: By focusing on constructive cooperation with our shareholdes and with the (local) community, Retail Estates creates a win-win situation for all. Open communication and active commitment throughout the value chain stimulates an environment centred around cooperation.
In addition, there are a number of areas to monitor. It is important to monitor these areas because shortocomings in these fields may entail major risks. In this context it is important to continuously ensure that our activities do not have a negative impact on those areas. They are fundamental and the basis for our success.
Screen properties to determine their energy-efficiency (e.g. insulation) and implement an energy monitoring system.
| "Green Retail Estates" | "Partner of Choice" |
|---|---|
| Improvement of energy efficiency | Sustainable and safe work environment |
| system. | Create a safe, healthy and flexible work environment for Retail Estates' own people and for the staff of the customers' retail parks. |
| Future-oriented solutions | Talent development |
| Integrate renewable solutions in the portfolio of Retail Estates (e.g. photovoltaic panels and e-mobility charging infrastructure). |
Offer development programmes, build a strong culture and activate staff members. |
| Future-proof properties | Dialogue with stakeholders and with the community |
| Develop and implement a Retail Estates standard for buildings. |
Cooperate in dialogue and develop long term relationships with suppliers, investors, public organisations and public authorities. |
| Partnership across the value chain |
Integrate renewable solutions in the portfolio of Retail Estates (e.g. photovoltaic panels and e-mobility charging infrastructure).
Involve stakeholders, especially tenants, in the sustainability dialogue and work on sustainable solutions.
With its stakeholders, Retail Estates stresses the environmental areas and in particular the improvement of energy efficiency, the reduction of greenhouse gas emissions and the climate resilience and adaptation; these are the above-mentioned key focus areas that have emerged from the materiality matrix.
These areas lead to a number of objectives and initiatives that Retail Estates intends to take:
– Improvement of the energy efficiency of buildings. A first step toward the creation of a "greener" portfolio consists in mapping the current status of the portfolio as regards energy efficiency (e.g. the exact situation as the insulation of buildings) and in monitoring their energy performance. Both internal and external stakeholders stress the necessity to bring the portfolio in line witht eh Paris Agreement.
The areas of the pillar "Green Retail Estates", as described above, correspond to the following "Sustainable Development Goals (SDG's)" of the United Nations: 13 "Climate action", 7 "Affordable and Clean Energy" and 12 "Responsible Consumption and Production". Each of the SDGs will be explained in short below.
With the strategic pillar "Partner of Choice", Retail Estates wants to stress that a good cooperation with its stakeholders is the basis of its success. Central areas resulting from the materiality matrix include "talent attraction and development", "occupational health, safety and well-being" and "stakeholder & community engagement".
The following initiatives and objectives are consistent with this pillar:
– Dialogue with stakeholders and with the communities: Retail Estates undertakes to build lasting relationships with its suppliers, with investors, public organisations, policymakers and local communities.
These areas have been translated in the following SDGs: 8 "Decent Work and Economic Growth" and 17 "Partnerships to achieve the Goals", that are described below.
PILLAR 2: "PARTNER OF CHOICE"
• Strive for economic growth that builds on responsible production and consumption (SDG 12), without negative impact on the environment • A strong cooperation with all parties requires the right
| y g er n |
• Focus on energy efficiency in accorance with the Trias Energetica |
e bl si n |
• Contribute to responsible consumption and production • Sustainable management |
|---|---|---|---|
| E | • Screening of the portfolio • Reduction of energy |
o | and efficient use of natural rescources on the basis of the |
| consumption by proper insulation of the building envelope |
p es R |
circularity principles • Water management: focus on local rainwater infiltration, |
|
| • Renewable energy is offered to the tenants whenever possible |
buffering and recovery. • Monitor biodiversity and land |
||
| use • Strong cooperation with |
organisations and local
communities.
• Contribute to responsible consumption and production • Sustainable management
| ers n art P |
• This general area mainly stresses the importance of co-creation and cooperation with the different stakeholders. Only this way will the strategy be successful. • Important stakeholders are the staff members, customers, suppliers, investors, financiers, brokers, policymakers, public |
|---|---|
Economic growth
At Retail Estates, decisions with regard to ESG are integrated into the decision-making process. Several administrative bodies and position within Retail Estates play a role in the development, roll-out and implementation of the ESG- strategy, at several levels.
The interaction between all these bodies and positions guarantees a broad-based policy involving all divisions of the organisation.
Within the pillar "Green Retail Estates", the focus is on making the properties future-proof, so our priority is the creation of a resilient, sustainable and "Paris-proof" portfolio.
A sustainable property is a fl exible property in terms of use, design and the possibility to adjust it to the customer's needs, taking into account the presentday technical requirements. Finding high-quality and sustainable solutions today will pay off in the future.
In its capacity as owners of buildings in shell condition, Retail Estates will fi rst focus on the building envelope and the common areas of the buildings.
For the purpose of the strategy, the portfolio is subdivided into the 40 largest retail parks (60%) and the remaining smaller retail parks, clusters and solitary
The main focus is on the 40 largest retail parks. However, this does not mean that the same strategy is not followed
The "Green Retail Estates" strategy will only really be successful in co-creation with our stakeholders, to
The top priority consists in mapping the portfolio. By doing so, Retail Estates intends to determine concrete targets.
Three core issues contribute to the business of Retail Estates and will be discussed in detail below.
Climate resilient and adaptive buildings
Reducting of greenhouse gas emissions Energy effi ciency
SDG 13 is the greater purpose to which Retail Estates wants to contribute with a view to tackling the growing risk related to further global warming. Where the approach relating to the portfolio as well as the daily operational activities and the strategic choices are concerned, Retail Estates works toward climate resilient and adaptive buildings in line with the Paris Agreement.
In practice, Retail Estates will earmark 10 million euro in the next three fi nancial years for the improvement (insulation) of the building envelope (roofs, fl oors walls, windows) of the properties in its portfolio.
– In order to work toward a sustainable and resilient portfolio, the physical risks as well as the risks linked to the transition are discussed in detail and included in the customary risk analysis, strategy and planning.
– It is easier to assess the environmental impact on the basis of energy screenings and by measuring the sites. This input is taken into account for future choices of materials and is used to determine the priorities and
– In order to substantiate our road map, we need energy-related information about our sites and the sites need to be measured. This input is taken into account for future choices of materials and is used to determine the
– In the Netherlands, 186 out of the 241 properties, spread over 14 sites, have an individual energy label. 89% have an A label. At 7 sites, all properties have an A label. Only 3 of the properties have a label lower than category C. The required measures are currently implemented for each of these properties. On an EPC, the score of the tenants is also important. Some of the lower scores are due to the fact that the installations of the tenants, on which Retail Estates has no influence in its capacity as owner, are inadequate. In these cases,
– In Wallonia there is not yet a uniform, government-regulated methodology to collect energy-related
– In Flanders such a methodology is under development (creation of EPCs for non-residential buildings, applicable to retail real estate). Starting on 1 January 2023, an EPC will be obligatory for the sale or lease of a non-residential building in Flanders, and from 1 January 2025 onward, all immovable properties will need to have an EPC (even if they are not sold or let). As soon as the EPC will have been developed, all Flemish properties will systematically receive such a certificate. Expectations are that similar regulations will also
– For the time being, Retail Estates conducts environmental and energy scans in certain cases. These scans provide a better insight into the current situation of each of the locations. These scans are the basis:
· for the road map for CO2 reduction/neutrality; · for the determination of priorities for the road map.
– In addition to the scans, roof analyses are made to get a better idea of the need for additional insulation of
the roofs of retail properties.
– It is Retail Estates' ambition to develop a standard for buildings with which all its properties will comply. The parameters that will be part of the standard will relate to health and well-being, energy, transport, water, materials, resilience, land use and ecology, and pollution. Stricter parameters will be added for new constructions. Whenever a building permit application is filed, we consult with the appropriate engineering agencies and competent authorities in order to comply with the relevant standards and recommendations as
to sustainability.
– Retail Estates will implement a methodology (e.g. SBTi) in order to work in a credible manner toward the CO2 reduction in the organisation and the portfolio.
– Retail Estates is responsible for the maintenance of the roofs and the car parks of the properties in its portfolio. For this purpose, the new ERP package contains a tool for the development of a multi-annual maintenance planning (see below). A concrete multi-annual maintenance planning is already in place for the Dutch portfolio A similar exercise will be made for the Belgian portfolio. It's clear that well-planned preventive maintenance prevents unnecessary repairs, resulting in less expenses for transport, a reduction in the consumption of raw materials and a smaller environmental footprint.
– A standard green lease agreement will be drawn up and will be the basis for new leases. The ambition will be to apply the provisions of the standard green lease agreement to lease renewals whenever possible. The purpose is to achieve the common ESG targets in cooperation with the tenants. Obviously, the goodwill and cooperation of the tenants is essential in this respect.
– The energy screenings also provide important information about the technical installations used by the tenants. Cooperation with the tenants is important if we want to realise our ambition to make the properties sustainable. Cooperation with all other stakeholders, including the authorities, is important as well.
– Strategic exercise
| 5 2 0 2 2- 2 0 2 or d f e n n a Pl |
– Finalisation of 3 years of ESG budgeting – Finalisation of the road map for the next 3 financial years – Digitalisation: creation of multi annual maintenance planning for the Belgian portfolio – Continued rollout of energy screenings, roof analyses and measurement of the 40 largest sites – Start of energy screenings and measurements for the remaining part of the portfolio – Determination of KPIs and targets for the next 3 financial years – Further development of the standard for buildings and implementation of this standard at all sites where new buildings are constructed or renovations are carried out. – Investment of 10 million euro in the improvement of the building envelopes (insulation of roofs, floors, walls and windows) – For 2022: insulation of 29 roofs in the context of renovations – Preparation of a standard green lease agreement that will serve as a basis for new leases; ambition to apply as many of the provisions of the green lease agreement as possible to lease renewals |
|
|---|---|---|
WASTE-ABS & WASTE-LFL: the waste from the common areas of the buildings that is processed by Retail Estates and for which Retail Estates therefore has operational responsibility
WATER-ABS & WATER-LFL: the water consumption of common areas for which Retail Estates has operational responsibility.
The intensity of all parameters is calculated in proportion to the total surface area (in m²) of the portfolio.
Energy efficiency is the field where Retail Estates can probably have the most direct impact. The purpose is to reduce energy consumption and make use of renewable energy whenever possible.
Retail Estates undertakes to invest 10 million euro in renewable energy and the improvement of water management in the retail parks over the next three financial years: the installation of photovoltaic panels and charging stations, energy-efficient lighting and investments in water infiltration and rainwater buffering systems.
– In addition to the insulation of the building envelopes, optimal use can be made of the roofs by means of renewable energy installations. In 2021 photovoltaic panels were installed on the roofs of the retail parks in Hasselt, Hognoul and Heerlen II (see photo), with an energy production equivalent to the consumption of 420 households (on the basis of an
– Optimal use could be made of the roofs at these three locations, as they were flat roofs with adequate bearing strength. However, it will not be possible to use the entire surface of the roofs at a lot of parks on account of their limited bearing
– Each "region" (the Netherlands, Flanders, Wallonia) has its own regulations with their own peculiarities. We have operational control of the photovoltaic panels in Hasselt (Flanders) (407kWp or 370kWh/year) and Hognoul (Wallonia) (372kWp or 340kWh/year). The total roof surface is 11,600 m² and the photovoltaic panels represent an energy
– In Heerlen (the Netherlands), more than 2,800 photovoltaic panels will be installed on a roof surface of 41,750 m², with a capacity of 1,157kWp for an annual energy production of 980MWh, i.e. the equivalent of the average consumption of
– Retail Estates regards renewable energy as a supporting instrument within the context of the energy transition and increased sustainability of the properties. The purpose is to have a simple model that can be implemented anywhere, requires little monitoring or administration and provides customers with optimal opportunities to procure locally generated renewable energy. This model is tested in 2022 at the V-Mart site in Brugge. At this site, a total roof surface
– In principle, Retail Estates intends to install photovoltaic panels at five locations in the course of 2022: V-Mart in Brugge; Shop in Stock in Fosses-la-Ville; Krügershopping in Eeklo; the retail park in Roosendaal and the home furnishing shopping centre in Spijkenisse. These 5 retail parks belong to the 40 largest retail parks owned by Retail Estates, with a total roof surface of 43,000 m² in Belgium and 40,000 m² in the Netherlands. Similar projects will be rolled out later on
– The e-mobility of electric car owners is facilitated by the installation of the required charging infrastructure. This infrastructure will enable consumers and employees of the tenants at retail locations to charge their cars while they are
– In view of the specific business model for charging stations, Retail Estates will wherever possible enter into a partnership with a specialised party, based on an "as-a-service" model. According to this model, the external party will entirely relieve Retail Estates of the investment as well as of the installation and the operational monitoring. At smaller locations, Retail
– In the Netherlands, a total of 101 charging stations will be installed at 13 of the 14 locations where Retail Estates owns retail properties. These are all the locations where Retail Estates owns the car park. the aim is to install these charging
– In Belgium the possibility to install more than 150 charging stations at 40 retail parks is currently being examined.
– Retail Estates aims at equipping all sites in Flanders featuring more than twenty parking spaces with at least two normal or high power charging stations for electric cars, in accordance with the rules of the Flemish Energy Decree, by 1 January 2025. – Ideally, the charging stations will be powered by renewable energy generated by a photovoltaic panel installation on the
– The lighting at the car parks of the retail properties will be replaced by LED lightting. We will also examine at what times the sites need to be lit and whether optimisations are possible in this area. The safety in the vicinity of the site is one of the
aspects to be considered. LED lighting was installed at 4 locations.
footprint of the portfolio of Retail Estates. The focus is in the first place on the aspects on which Retail Estates, in its capacity as lessor/owner of the properties, has an impact itself and subsequencly on the greenhouse gas emissions across the value chain. CO2 reduction is the basis for the road map of Retail Estates. Retail Estates also undertakes to measure its CO2 footprint
– As Retail Estates is the owner of the properties in shell condition and usually does not own the technical equipment, emissions related to consumption in the common areas. In the course of 2021 Retail Estates made the transition to green energy for the supply of electricity to the common areas of the retail
Achieved in 2021
Planned for 2022-2025
The reduction of greenhouse gas emission is very important to tackle the risks of climate change. Retail Estates expects that this topic will be even higher on the agenda in the years to come, leading to stricter regulations.
In addition to the investment of 10 million euro (over the next 3 years) in the improvement of building envelopes and of 10 million euro (over the next 3 years) in renewable energy, Retail Estates will earmark another 10 miljoen euro for the 3 years to come in order to invest in ESG-related topics within the context of projects.
ENERGY-TOTAL (ABS and LFL): Total energy consumption (sum of "ELEC","FUELS","DH&C")
ENERGY-INT (ABS and LFL) Energy intensity (the intensity is determined on the basis of the surface area (in m²) in the portfolio during the calendar year)
– The cooperation with the tenants is important with respect to the technical equipment of the retail properties. In addition, easy communication with the tenant during the works is necessary in order to optimise the site. The suppliers help making the right choices and should guarantee a high-quality installation.
– Calculation of CO2
to be determined
– Defining KPIs and determination of concrete targets and monitoring
Achieved in 2021
Planned for 2022-2025
Retail Estates wants to be a long-term partner for its stakeholders and cooperate with them in order to created value and added value across the value chain. Some major stakeholders of Retail Estates and their expectations in the fi eld of CSR are described below
These stakeholders are the investors/fi nanciers, customers/tenants, suppliers, staff members, policy makers, public organisations and local communities.
Talent Attraction & Development
Stakeholder & Community Engagement
Occupational Health, Safety & Well-being
• GHG-INT-ABS & GHG-INT-LFL: the intensity of the greenhouse gas emissions: total greenhouse gas emissions compared to the intensity from building energy consumption
Retail Estates started out as a small organisation and has in the meantime evolved into a company with a workforce of over 35 people in Belgium and the Netherlands. Close and direct communication is an essential part of our activities. We have worked hard to achieve our results and will continue to do so for even better results in the future, by putting the right people in the right place and providing adequate coaching to develop and maintain our talents. We also provide the possibility to grow through training or project followup outside the scope of the usual job
responsibilities. A lot of attention is paid to the personal development of each of our employees.
Our corporate culture is based on diversity and inclusion and promotes equal chances for everone.
– Events are organised on a regular basis, both for the different divisions and for the entire team. Once a month an informal afterwork drink is organised at the office. We also encourage our people to take initiative, of which "Sports for charity" (see below) is a perfect example. This is a bottom-up initiative that is now supported by the entire company. – Retail Estates is also concerned for the well-being of its staff. Fruit is available at the office and staff members exchange Whatsapp messages with useful tips for a healthy diet and lifestyle and a good work-life balance.
– Every single staff member is given the opportunity to follow training courses in order to deepen or broaden their skills. These training courses are not limited to professional skills only, but may also relate to personal development.
– In addition, the targets for the next year are discussed on the basis of the insights gained in the previous years and the possibilities of (follow-up) training are discussed. Retail Estates thuis wants to build a stable team that focuses on the
– The integration of new digital technologies should result in an improvement of the business processes as well as in the optimisation of the cross-border cooperation between the different teams as well as of the quality and the
– In order to stimulate good relations between colleagues, all staff members are expected to work at the office three days a week, to guarantee a proper balance where the human aspect and the informal communication channels are
– The new ERP (Enterprise Resource Planning) package was implemented at the start of the new financial year. Asset management, order creation, the follow-up of works to be carried out and the budgets, the processing of incoming and outgoing invoices, a multi-annual maintenance plan: all these processes and more will be integrated in and controlled by one single software package. The underlying documents (lease contracts, titles of ownerthip, permits etc.) will be fully digitised by means of an integrated document management systeem (DMS).
– Furthermore, all documents that are useful to the management committee, the remuneration committee, the audit committee and the board of directors will be made available on a digital platform. This increases efficiency
In the Netherlands we support "Make a Wish", a charity that gives sick children the experience they have always dreamed of.
In Flanders we make a donation to MPC Sint Franciscus. This medical and educational centre support both underage and adult individuals with a disability. The centre is strongly embedded in the local community of Roosdaal.
Planned for 2022-2025
Health, safety and well-being is important to everyone with whom Retail Estates works: its own staff, the tenants'
monitoring and adjusting temperature and ventilation by the persons who are present, as well as providing the required CO2 meters,
providing the car parks with plants: it benefits the climate and contributes to the general well-being.
Achieved in 2021
Planned for 2022-2025
The real estate activity of Retail Estates has an impact on different stakeholders:
investors, public authorities, local communities, our own employees, suppliers, tenants/shop owners, customers/buyers.
Health and safety for employees
– It is the ambition of Retail estates to create the right work-life balance for our compact and dynamic team, with proper attention for everyone's personal needs and personal and professional development. Thanks to appropriate IT solutions, it's also possible for the staff to work comfortably from home (2 days of teleworking
– We offer our employees an attractive wage package. The remuneration of the employees is evaluated each
– Retail Estates fosters an open corporate culture without barriers between staff and management. Weekly
– Correct ethical conduct is one of our basic values. That is why our employees also endorse our Dealing Code.
– Our long-term objective is value creation and profit generation. This is supported by a long-term business
– We communicate on a regular and transparent basis with our investors, financiers and shareholders during
– It is Retail Estates' intention to develop a long-term partnership with our suppliers by making clear
– The suppliers are also our partners who can provide guidance in making choices for an increased sustainability
– We continuously monitor compliance with the relevant regulations and enter into open dialogue through the appropriate professional organisations, e.g. the BE-REIT association. In case of renovations or project developments, we enter into close consultations with local authorities, e.g. within the context of permit
application files.
– Measures are taken to reduce the environmental impact of the activities of Retail Estates on the immediate environment to a minimum. The focus is on economic growth as well as on the creation of employment. We collaborate with sheltered workshops. In addition, several charities are selected each year and receive sponsorship money (e.g. the funds raised by the initiative "Sports for charity" (see below)).
indicated by means of "X".
meet these expectations are mentioned.
| Field | Expectations of Stakeholders |
Investors /brokers |
Customers | Suppliers | Staff | Policymakers | organisations Public |
Local communities | Commitment of Retail Estates | Field | Expectations of Stakeholders |
Investors /brokers |
Customers | Suppliers | Staff | Policymakers | organisations Public |
Local communities | Commitment of Retail Estates |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| – Defining a standard for buildings for new construction and renovation projects, that is at least in line with the Paris Agreement. In addition to energy, other topics are examined as well, e.g. water and materials, well-being,… – The climate risks are integrated into the general risk analysis for Retail Estates. |
Future-proof buildings (in compliance with the Paris Agreement of the COP25) Screening of |
X | X | – The standard for buildings that is developed must meet the requirements of the Paris Agreement. In this respect the ambition is to have standard project specifications. – The roadmap will help us methodically work toward a future-proof portfolio. – In addition to the energy scans, the NEN2580 |
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| Climate resilience and adaptation |
3 | 3 | 2 | – A draft green lease agreement is drawn up to serve as an annex to lease contracts and is presented to the tenants during negotiations for the conclusion of new lease contracts. The agreement will contain all parameters that are of importance within the context of the strategy of Retail Estates. – Performing energy scans, focusing on the 40 largest retail parks (60% of the total portfolio). These scans are |
E | buildings Promotion of circularity (e.g. responsible choice of materials) |
1 | X | measurements will be rolled out for the entire portfolio. – For new construction and renovation projects, a materials study will be carried out so that the CO 2 emision of the materials can be taken into account. – The standard for buildings will also include alternative (more circular) materials for renovation works. – In case of demolition works, materials will |
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| a sound basis for the creation of the road map for the optimisation of buildings. On the basis of the energy scan, Retail Estates acquires a good insight into the properties that perform well or badly. The energy scan also gives an idea of the performance of the installations of the tenants, who can then be approached. |
Healty and safe buildings / work environment across the value chain |
2 | X | X | be recycled whenever possible. – The buildings are developed in such a way that it is possible to ensure proper ventilation. |
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| E | – Preparation of energy performance certificates. – Investments in the optimisation of building envelopes of the properties in shell condition |
Good work life balance |
X | – The focus is mainly on output. Each staff member has his/her own needs. This is taken into account whenever possible in the small-scale organisation. – Staff members can telework two days a week. |
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| Energy efficiency (+ integration of renewable energy/ photovoltaic |
2 | 1 | 2 | 3 | 2 | 3 | – Replacement of the lighting at car parks by energy-efficient lighting. – Focus on renewable energy through the installation of |
Focus on development and transparency to attract talent |
1 | – Staff members are given the opportunity to follow training courses. The management makes suggestions, but own initiatives are appreciated even more. |
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| panels) Greenhouse gas emission reduction: |
X | 3 | 1 | 1 | photovoltaic panels and charging stations at car parks. – Collect the required data to define the CO 2 baseline for the 40 largest retail parks. – A road map is created on the basis of the CO 2 baseline. In addition, KPIs and targets can be |
S / Partner |
Cooperation to: - gain a better understanding of market trends and customers |
– The property managers are in close contact with the customers on a daily basis. – The service team has been extended in order to provide even better support to the property managers. – Constructive cooperation and a short reporting line are key. |
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| Biodiversity; land use (Focus on other Environmental Issues) |
2 | 1 | defined that are monitored on a regular basis. – The standard for buildings stresses biodiversity and efficiency of land use. – In case of new constructions and comprehensive renovation projects, the biodiversity in the immediate environment will be optimally promoted |
- create value - bring about a business transformation - with |
X | X | X | X | X | X | X | – Promotion of fixed days on which everyone works at the office in order to foster relationships between colleagues and interaction. – The number of visitors to a site is monitored to undertake better actions. – Marketing actions are launched at retail parks |
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| Water management |
3 | and the land use will be carefully examined. – With respect to water management, the standard for buildings focuses on water collection, infiltration and recovery. In addition the risk of flooding at the site will be taken into account. – The rollout of the Smartvatten meters will continue. |
stakeholders and with the community |
– Retail Estates seeks the support of external parties for the transition to higher sustainability in the organisation and the portfolio. – A new ERP guarantees improved support of the real estate and financial processes. |
| Field | Expectations of Stakeholders |
Investors /brokers |
Customers | Suppliers | Staff | Policymakers | organisations Public |
communities Local |
Commitment of Retail Estates |
|---|---|---|---|---|---|---|---|---|---|
| – Being a small-scale organisation, Retail Estates is in close contact with the stakeholders. |
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| S / Partner |
Transparency and in-volvement of stake-holders and staff members |
X | – Every Monday morning a brief conference call takes place with all staff members. Important announcements (both professional and personal) are made and the evolution of important projects, market trends, newspaper articles etc. are discussed. This way everyone remains involved and informed of the general situation. |
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| Staff members want to receive equal opportunities |
X | – During assessment interviews, people can explain their perspective and their ambitions. – All staff members are encouraged to follow training courses. |
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| Business ethics and governance are key |
1 | 3 | X | X | – One of the basic values of Retail Estates, as a listed company and a BE-REIT, is business ethics. |
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| G | Cybersecurity is important to protect the privacy of the staff members and the business and to prevent potential leaks. |
X | – Retail Estates has adopted the required processes and procedures such as MFA (Multi Factor Authentication). – The IT infrastructure has been contracted out to a qualifi ed external partner, who ensures the required security. – Staff members are trained to be alert to phishing mails. |
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| Sup porting |
Digitalisation is crucial to measure progress |
X | 2 | The new ERP system is equipped with the necessary reporting tools (e.g. multi-annual planning of maintenance) that support and facilitate moni-toring. |
Retail Estates has chosen to draw up its sustainability report in accordance with the EPRA sBPR Guidelines, the purpose of which is to facilitate comparisons between different European real estate companies. These data are not required by the legislation on Belgian REITs and are provided by way of information only.
The values indicated relate to the periods from 1 January to 31 December of the calendar years 2020 and 2021.
Within the context of the optimisation of the reporting processes, we have further standardised the underlying structure. All data inputs have been incorporated into one single fi le. In addition, the necessary parameters have been added to avoid manual selections and calculations. This gives rise to a number of differences compared to the report of the previous calendar year (2020).
The denominator in m² has been adjusted. This way the entire portfolio is in scope. With respect to the like for like growth, Retail Estates includes the properties that have remained in the portfolio for 24 months, from early 2020 to late 2021.
| Belgium | The Netherlands | Offi ce (Ternat) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| EPRA Code |
Discription | GRI standard of CRESD |
Units of | Measure EPRA KPI | 2020 | 2021 | delta | 2020 | 2021 | delta | 2020 | 2021 | delta | |
| m² | ||||||||||||||
| ABS | m² | m² | 827 145 823 549 | 0% 392 378 379 433 | -3% | 1 381 | 1 381 | 0% | ||||||
| totaal | ||||||||||||||
| Like for | m² | m² | 762 687 760 403 | 0% 307 538 307 537 | 0% | 1 381 | 1 381 | 0% | ||||||
| Like | ||||||||||||||
| % LFL | % | 92% | 92% | 78% | 81% | 100% | 100% |
With regard to the scope of the underlying KPIs, the surface area (m²) of the portfolio that is covered will be indicated.
For the environment indicators, a distinction is made between the portfolio in Belgium (BE), the portfolio in the Netherlands (NL) and the head offi ce in Ternat (Offi ce).
With respect to the social indicators, the company is considered in its entirety. The governance chapter is included in the annual report.
applied in a later phase. This means that Retail Estates will receive the invoices and will charge the consumption specifically attributable to the different private parts of the property.
In a next phase, the consumption of the respective tenants will be included to obtain an overall view of the portfolio, provided that the tenants are willing to cooperate. Due to the limited availability of information, this is not yet possible.
Energy
| Belgium | The Netherlands | Office (Ternat) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| GRI standard | Units of | |||||||||||
| EPRA Code | Description | of CRESD | Measure | 2020 | 2021 | delta | 2020 | 2021 | delta | 2020 | 2021 | delta |
| ENERGY CONSUMPTION (common parts) | ||||||||||||
| ABS total | m² | 284 686 | 277 791 | -2% | 277 387 | 274 599 | -1% | 1 381 | 1 381 | 0% | ||
| % in scope of reporting | 34% | 34% | 71% | 72% | 100% | 100% | ||||||
| Elec-Abs | Total electricity consumption | 302-1 | MWh | 588.7 | - | -100% | 2 194.06 | 2 522.95 | 15% | 121.75 | - | -100% |
| Non-renewable | MWh | 100% | 0% | 100% | 100% | 100% | 0% | |||||
| Renewable | MWh | 0% | 0% | 0% | 0% | 0% | 0% | |||||
| Renewable prod: local consumption | MWh | 0% | 0% | 0% | 0% | 0% | 0% | |||||
| DH&C-Abs | Total electricity consumption - District Heating&Cooling | 302-1 | NVT | NVT | NVT | NVT | NVT | NVT | ||||
| Fuels-Abs | Total fuel consumption | 302-1 | MWh | - | - | 0% | 3 552.79 | 4 004.03 | 13% | - | - | 0% |
| Non-renewable | 0% | 0% | 100% | 100% | 0% | 0% | ||||||
| Renewable | 0% | 0% | 0% | 0% | 0% | 0% | ||||||
| Energy Total | Total Energy Consumption | MWh | 588.7 | - | -100% | 5 746.85 | 6 526.98 | 14% | 121.75 | - | -100% | |
| Energy-Int Abs | Building energy intensity | CRE1 | kWh/m² | 0.71 | - | -100% | 14.65 | 17.2 | 17% | 88.16 | - | -100% |
| Elec-LfL | Total Electricity consumption | 302-1 | MWh | 588.7 | - | -100% | 2 136.76 | 2 380.24 | 11% | 121.75 | - | -100% |
| Purchase of Electricity Non-Renewable | MWh | 100% | 0% | 100% | 100% | 100% | 0% | |||||
| Purchase of Electricity Renewable | MWh | 0% | 0% | 0% | 0% | 0% | 0% | |||||
| Renewable prod: local consumption | MWh | 0% | 0% | 0% | 0% | 0% | 0% | |||||
| DH&C-Lfl | Total Energy consumption - District Heating&Cooling | 302-1 | - | - | - | - | - | - | ||||
| Fuels-LfL | Total Fuel Consumption | 302-1 | MWh | - | - | 0% | 3 494.65 | 3 923.18 | 12% | - | - | 0% |
| Non-renewable | 0% | 0% | 100% | 100% | 0% | 0% | ||||||
| Renewable | 0% | 0% | 0% | 0% | 0% | 0% | ||||||
| Energy Total LfL | Total Energy Consumption | MWh | 588.7 | - | -100% | 5 632.42 | 6 304.42 | 12% | 122.75 | - | -100% | |
| Energy-Int LfL | Building energy intensity | CRE1 | kWh/m² | 0.77 | - | 18.31 | 20.5 | 88.89 | - |
For each of the fields covered by the report (BE, NL, Office), only the consumption of the common areas, on which Retail Estates has an operational impact, is included. This consumption is therefore not directly attributable to a private part of a property. This concerns both electricity and gas consumption. Retail Estates does not have heat grids. The distinction between renewable and non-renewable energy is expressed as a percentage.
No extrapolation of the values, i.e. the consumption measured by the energy supplier, takes place. Considering the size of the portfolio and the fact that some contracts expire earlier or become effective sooner from one year to another, the same data search was executed for 2020 and for 2021.
In the Netherlands, the data have been refinedfor 2021 to make a distinction between renewable and nonrenewable energy.
In Belgium, 34% of the m² WAT are in scope for energy consumption. In October 2021, Retail Estates switched to an energy contract on the basis of green certificates. The consumption mainly relates to outdoor lighting and occasionally on sprinkler installations or other technical installations.
In the Netherlands, 72% of the m² WAT are in scope. The data for 2021 have been refined so as to dinstinguish between renewable and non-renewable energy. The sites are larger and the technical installations are more extensive. Consumption has increased significantly: although it was less cold, the period with lower temperatures lasted longer and there were fewer periods of compulsory closure due to COVID-19.
In order to have a better insight into the total actual consumption of the portfolio, sub-metering will be
" In principle, Retail Estates intends to install photovoltaic panels at five locations in the course of 2022: V-Mart in Brugge; Shop in Stock in Fosses-la-Ville; Krügershopping in Eeklo; the retail park in Roosendaal and the home furnishing shopping centre in Spijkenisse."
| Belgium | The Netherlands | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| EPRA Code | Description | GRI standard of CRESD |
Units of Measure 2020 |
2021 | delta | 2020 | 2021 | delta | 2020 | 2021 | delta |
| GREENHOUSE GAS EMISSIONS (market based) | |||||||||||
| GHG-dir-Abs | Total direct greenhouse gas emissions | 305-1 | ton C02 - |
- | 0% | 262,06 | 295,35 | 13% | - | - | 0% |
| GHG-indir-Abs | Total indirect greenhouse gas emissions | 305-2 | ton C02 43.42 |
- | -100% | 161.84 | 139.21 | -14% | 8.98 | - | -100% |
| GHG Total Abs | Total | ton C02 43.42 |
- | -100% | 423.9 | 434.56 | 3% | 8.98 | - | -100% | |
| GHG-Int-Abs | Greenhouse gas emissions intensity | CRE3 | kg CO2 /m² 0.05 |
- | -100% | 1.08 | 1.15 | 6% | 6.5 | - | -100% |
| GHG-dir-LfL | Total direct greenhouse gas emissions | 305-1 | ton C02 - |
- | 0% | 257.78 | 289.39 | 12% | - | - | 0% |
| GHG-indir-LfL | Total indirect greenhouse gas emissions | 305-2 | ton C02 43.42 |
- | -100% | 157.61 | 131.34 | -17% | 8.98 | - | -100% |
| GHG Total LfL | Total | ton C02 43.42 |
- | -100% | 415.39 | 420.72 | 1% | 8.98 | - | -100% | |
| GHG-Int-LfL | Greenhouse gas emissions intensity | CRE3 | kg CO2 /m² 0.06 |
- | -100% | 1.35 | 1.37 | 1% | 6.5 | - | -100% |
The CO2 volumes (expressed in tonnes) result from the above-mentioned gas and electricity consumption. The market based conversion factors for 2020 and 2021 were requested from the energy suppliers.
Thanks to the transition to a green certificate contract in October 2021 in Belgium, emissions have significantly decreased.
Solar
| Belgium | Office (Ternat) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Description | GRI standard of CRESD |
Units of Measure | 2020 | 2021 | delta | 2020 | 2021 | delta | 2020 | 2021 | delta |
| RENEWABLE ENERGY PRODUCTION | |||||||||||
| 13 961 | 28 697 | 106% | 94 746 | 94 745 | 0% | 1 381 | 1 381 | 0% | |||
| 2% | 3% | 24% | 25% | 100% | 100% | ||||||
| m² | |||||||||||
| Produced (operationally responsible) | MWh | 57.57 | 47.27 | -18% | - | - | 0% | 14.97 | - | -100% | |
| Produced (total) | MWh | 57.57 | 47.27 | -18% | 249.67 | - | -100% | 14.97 | - | -100% | |
| m² | The Netherlands |
The data were refined and brought in line with the rest of the report. A distinction is now made between the solar energy generated by the photovoltaic panels for which Retail Estates has operational responsibility and the total energy production.
In Den Bosch and Heerlen (the Netherlands), Retail Estates has granted an external party a building right on certain roof surfaces.
As a result of the refining of the data in the Netherlands, a distinction between renewable and non-renewable energy is possible, causing greenhouse emissions to strongly decrease as well.
The emission parameters below were applied to the energy consumption.
In Belgium, Retail Estates intends to ensure that the locally produced energy is first consumed by the tenants. This is not always easy, as the tenants are in contact with different owners, each of which propose their own approach. Over the next year, we will gradually gain more insight into alternative ways of working.
Water
| The Netherlands | Office (Ternat) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| EPRA Code | Description | GRI standard of CRESD |
Units of Measure | 2020 | 2021 | delta | 2020 | 2021 | delta | 2020 | 2021 | delta |
| CITY WATER | ||||||||||||
| ABS total | m² | 281 590 | 277 617 | -1% | 183 489 | 181 157 | -1% | - | - | 0% | ||
| % in scope of reporting | 34% | 34% | 47% | 48% | 0% | 0% | ||||||
| Water-Abs | Total water consumption | 303-1 | m³ | 1 938.00 | - | -100% | 5 398.13 | 4 391.48 | -19% | - | - | 0% |
| Water-Int | Building water intensity | CRE2 | m³/m² | 2.34 | - | -100% | 13.76 | 11.57 | -16% | - | - | 0% |
| Water-LfL | Total water consumption | 303-1 | m³ | 1 938.00 | - | -100% | 5 361.13 | 4 391.48 | -18% | - | - | 0% |
| Water-Int LfL | Building water intensity | CRE2 | m³/m² | 2.54 | - | -100% | 17.43 | 14.28 | -18% | - | - | 0% |
With regard to water, only the common meters are in scope.
As indicated in the ESG report of last year, we collected the data for 2019 and 2020 in the 2020-2021 financial year. The difference between 2019 and 2020 is Belgium is due to a water leak at the retail park Brugge V-markt in 2019. As stated above, Retail Estates will step up the monitoring efforts in the future in order to detect and solve this type of leaks sooner.
| Belgium | The Netherlands | Office (Ternat) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| EPRA Code | Description | GRI standard of CRESD |
Units of Measure | 2020 | 2021 | delta | 2020 | 2021 | delta | 2020 | 2021 | delta |
| RAINWATER | ||||||||||||
| ABS total | m² | 28 867 | 28 867 | 0% | - | - | 0% | - | - | 0% | ||
| % in scope of reporting | 3% | 4% | 0% | 0% | 0% | 0% | ||||||
| Rainwater Abs | Reused | - | m3 | 90.85 | - | -100% | - | - | 0% | - | - | 0% |
| - | ||||||||||||
| Rainwater LfL | Reused | - | m3 | 90.85 | - | -100% | - | - | - |
At sites that are equipped with rainwater tanks, Retail Estates asks the tenants to connect their water supply system to these tanks. Although water consumption is relatively limited at retail locations, increased attention will be paid to this in future major renovations.
The water assessment is an important element for each new project: research is carried out to check whether a new building or extension of an existing building will have a negative impact on the risk of flooding, the water quality, the groundwater level, etc. This can be prevented by means of permeable paving on car parks, on-site storage of rainwater and/or delayed discharge into the public sewerage system, recovery of rainwater to cover the property's own needs, etc.
Waste
| The Netherlands | Office (Ternat) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| EPRA Code | Description | GRI standard of CRESD |
Units of Measure | 2020 | 2021 | delta | 2020 | 2021 | delta | 2020 | 2021 | delta |
| WASTE | ||||||||||||
| ABS total | m² | 5 964 | 5 964 | 0% | - | - | 0% | 1 381 | 1 381 | 0% | ||
| % in scope of reporting | 1% | 1% | 0% | 0% | 100% | 100% | ||||||
| Waste-Abs | Total weight | 306-2 | kg | - | 9 900 | 0% | - | - | 0% | 1 964 | 23 500 | 1097% |
| Waste-Lfl | Total weight | 306-2 | kg | - | 9 900 | 0% | - | - | 0% | 1 964 | 23 500 | 1097% |
As the tenants themselves are responsible for their own waste management (occasionally via joint waste management), little information is available. However, the data were refined by adding information about sites where Retail Estates organised part of the waste collection.
At Retail Estates' own office, waste is separated and the use of disposable packaging is prevented whenever possible.
| Belgium | The Netherlands | Office (Ternat) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| EPRA Code | Description | GRI standard of CRESD |
Units of Measure | 2020 | 2021 | delta | 2020 | 2021 | delta | 2020 | 2021 | delta |
| CERTIFICATES | ||||||||||||
| ABS total | m² | - | - | 0% | 329 677.00 | 329 671.00 | 1 381.00 | 1 381.00 | ||||
| % in scope of reporting | 0% | 0% | 84% | 87% | 100% | 100% | ||||||
| Cert-Tot | Energy Index (EI) score: Total | CRE8 | Number of labels | - | - | 0% | 184 | 184 | 1 | 1 | ||
| EI Label A | Number of Labels | - | - | 0% | - | 163 | - | 1 | ||||
| EI Label B | Number of Labels | - | - | 0% | - | 12 | - | - | ||||
| EI Label C | Number of Labels | - | - | 0% | - | 6 | - | - | ||||
| EI Label D | Number of Labels | - | - | 0% | - | 1 | - | - | ||||
| EI Label E | Number of Labels | - | - | 0% | - | 1 | - | - | ||||
| EI Label F | Number of Labels | - | - | 0% | - | - | - | - | ||||
| EI Label G | Number of Labels | - | - | 0% | - | 1 | - | - |
Retail Estates will not specifically focus on certificates with respect to BREEAM or WELL, as the purpose is to keep the properties in the portfolio in the long term. However, the BREEAM and WELL parameters have been included in the standard for buildings.
The energy performance certificates have been added. In the Netherlands they have existed for a long time. In Belgium, the methodology is being developed.
As regards waste collection, there are three major categories: PMD, Paper and Residual waste. We work as digitally as possible and the printing paper we do use has the EU Eco-label and FSC label.
The significant increase in volume is due to paper and cardboard, the volume of which went up from 807 kg in 2020 to 23,500 kg at the office.
As soon as it is available in Flanders, an EPC will be drawn up for the Flemish properties. In preparation, energy scans are already made to serve as input for the road map that will make it possible to increase the sustainability of the properties more quickly.
In the Netherlands, Retail Estates has a certificate for 87% of its portfolio. 89% of the properties have a score A or B.
The values relate to the period corresponding to the financial year, from 1 April to 31 March of the years 2019 and 2020. The final counts, e.g. the number of staff, were therefore determined on 31 March 2019 and 31 March 2020.
Training hours are registered centrally. If necessary, the executives can use training courses to address areas for improvement. Employees are also encouraged to take the initiative and work on their own career development. Each year, at least one assessment interview is scheduled for each of our staff members.
The management of Retail Estates sets great store by a safe and healthy living and working environment. A systematic improvement of this environment is continuously pursued in our efforts to take care of all stakeholders (employees, visitors, customers,...).
Diversity
Training
| 2021 | 2020 | Delta | ||||
|---|---|---|---|---|---|---|
| EPRA Code | Discription | GRI standard of CRESD |
Units of Measure | |||
| Training | ||||||
| EMP-TRAINING Employee training and development |
404-1 | number of training hours | 123 | 104 | 18% |
| 2021 | 2020 | Delta | ||||
|---|---|---|---|---|---|---|
| EPRA Code | Discription | GRI standard of CRESD |
Units of Measure | |||
| Development | ||||||
| EMP-DEV | mployee performance appraisals |
404-3 | % of appraisals to all employees | 100% | 100% | 0% |
Our people constitute the foundation of our company. Their physical and mental health are of the utmost importance. Everyone, regardless of their position in the company, is expected to know and anticipate the health and safety risks.
No health and safety assessments are carried out with regard to the properties themselves. In the future, more detailed reports in this respect will be drawn up within the context of the "multi-annual maintenance planning".
Social actions were not quantified, but our contributions in this respect were discussed in detail in previous texts.
| 2021 | 2020 | Delta | ||||
|---|---|---|---|---|---|---|
| EPRA Code | Discription | GRI standaard of CRESD |
Units of Measure | |||
| Staff turnover | ||||||
| EMP-TURNOVER New hires and turnover | 401-1 | number of new hires | 8 | 1 | 700% | |
| number of turnovers | 3 | 0 | 0% |
| 2021 | 2020 | Delta | ||||
|---|---|---|---|---|---|---|
| EPRA Code | Discription | GRI standard of CRESD |
Units of Measure | |||
| Health and Safety | ||||||
| H&S-EMP | Employee health and safety/ accidents at work |
403-2 | % of total number of worked hours injury rate |
0.00% | 0.00% | 0% |
| H&S-EMP | Employee health and safety/disability |
403-2 | % of total number of worked hours lost days |
0.00% | 0.00% | 0.00% |
| H&S-EMP | Employees: Absence rate | 403-2 | % of total number of worked hours absentee rate |
1.73% | 1.73% | 0.00% |
| H&S-EMP | Employees: Mortality | 416-1 | Total number of fatalities | 0.00% | 0.00% | 0.00% |
| H&S-ASSET | Assets: Health and Safety Assessments |
416-2 | % of assets H&S assessments | nvt | nvt | 0 |
| H&S-COMP | Assets: Compliance with Health and Safety Plan |
416-2 | Total number of incidents | nvt | nvt | 0 |
| Society | ||||||
| 2021 | 2020 | Delta | ||||
| GRI standard |
| 2021 | 2020 | Delta | ||||
|---|---|---|---|---|---|---|
| EPRA Code | Discription | GRI standard of CRESD |
Units of Measure | |||
| Society | ||||||
| Comty-ENG | Community engagement, impact assessments and development programs |
413-1 | Qualitative |
| 01.04.2021 | 01.04.2020 | 01.04.2019 | |
|---|---|---|---|
| 31.03.2022 | 31.03.2021 | 31.03.2020 | |
| Highest share price | 75.80 | 66.40 | 89.10 |
| Opening price at 1 April | 58.50 | 47.40 | 81.50 |
| Closing price at 31 March | 73.90 | 58.40 | 47.40 |
| Average share price | 68.84 | 57.26 | 81.11 |
| Net asset value (NAV) (IFRS) | 69.63 | 63.81 | 63.26 |
| Premiums NAV relative to closing price | 6.13% | -8.48% | -25.07% |
| Gross dividend | 4.60 | 4.50 | 4.40 |
| Net dividend | 3.220 | 3.150 | 3.080 |
| Dividend yield (gross dividend) | 6.22% | 7.71% | 9.28% |
| Return net result on shareholders' equity | 14.31% | 7.60% | 7.27% |
| Pay-out ratio (consolidated) | 79.93% | 87.38% | 79.90% |
| Number of shares | 13 226 452 | 12 665 763 | 12 630 414 |
| Market capitalisation (EUR million) | 977.43 | 739.68 | 598.68 |
| Free fl oat percentage | 100% | 100% | 100% |
| Average daily volume | 10 746 | 11 578 | 12 179 |
| Annual volume | 2 783 267 | 2 963 893 | 3 117 885 |
Retail Estates nv is listed on the Euronext continuous market. In the context of Euronext's plans to reform and harmonise its list of quotations and promote the visibility and liquidity of small and medium-sized enterprises, relevant benchmarks for the mid-caps and small-caps were launched on 1 March 2005. Retail Estates nv is part of the BelMid index, which consists of 40 companies. The market capitalisation of Retail Estates nv amounts to € 977.43 million as of 31 March 2022. Based on Euronext's criteria, Retail Estates nv has a free fl oat of 100%.
(in mio EUR)
The share reached its highest price of the year on 12 July 2021 (€75.40) and ended the financial year at €73.90.
The annual average share price was €68.84. The chart below shows the stock market performance of the Retail Estates share relative to the BEL 20 since the share's introduction on the stock exchange. The Retail Estates share increased by 134.38% over this period compared with an increase by 39.70% for the BEL 20.
The price of the Retail Estates share increased by 21.75% in the past financial year compared to the beginning of the financial year. The EPRA Belgian REIT index increased by 21.93%.
250
300
The intrinsic value of the share in case of a real estate valuation at 'fair value' increased during the past year from €63.81 as of 31 March 2021 to €69.63 as of 31 March 2022 (including dividend).
The EPRA NTA amounts to €68.46 in the year under review compared to €65.53 in the previous year. This increase can be explained by the result of the financial year (which consists of a positive EPRA result on the one hand and a positive portfolio result on the other hand).
RETAIL ESTATES NV - EPRA NTA - IFRS NAW
0
10
20
30
At its meeting of 20 May 2022, the board of directors of Retail Estates (the "Board") proposed to pay a gross dividend for financial year 2021/2022 (which started on 1 April 2021 and ended on 31 March 2022) amounting to €4.60 (€3.22 net, i.e. the net dividend per share after deduction of withholding tax at the rate of 30%) per share participating in the profits of financial year 2021/2022. This is an increase by 2.22% compared to the previous year, with the gross dividend was €4.50.
Within a specific category of investments, the risk profiles and returns can vary considerably depending on the focus, type of activities and specific characteristics of the company that issued the shares.
The greater the risk profile, the higher the return an investor will demand.
A number of important factors that determine the performance of the BE-REITs include the type and location of the real estate, the type of tenants, the extent of possible vacancies, the interest rate and the general stock market climate.
Since its listing on the stock exchange, the performance of Retail Estates nv has always been in line with the market, in line with the expectations formulated by management at the beginning of the financial year.
Real estate is seen by some investors as a bridge between an investment in shares and an investment in bonds or government bonds. The dividend yield of Retail Estates nv (in the case of a gross dividend of € 4.60) in the past financial year was 6.22% compared to the closing price of the share (excluding dividend). The Belgian government linear bond (OLO) 10-year rate was 1.02% on 31 March 2022.
EPRA Belgian REIT index increased by 21.93%."
Since 1 April 2003, KBC Securities has been acting as a market animator promoting the marketability of the shares. Since 1 October 2016, De Groof Petercam has also been acting as market animator.
Fees for the past financial year were €0.025 million excl. VAT for 12 months for each market animator.
The general shareholders' meeting will take place on Monday 18 July 2022 at 10 am.
| Publication Annual report 2021-2022 | 10 June 2022 |
|---|---|
| General Assembly | 18 July 2022 |
| Ex-dividend date | 20 July 2022 |
| Record date dividend | 22 July 2022 |
| Dividend made available for payment | 25 July 2022 |
| Publication Annual report 2021-2022 | 10 June 2022 |
|---|---|
| General Assembly | 18 July 2022 |
| Ex-dividend date | 20 July 2022 |
| Record date dividend | 22 July 2022 |
| Dividend made available for payment | 25 July 2022 |
| Announcement half-yearly results | 21 November 2022 |
Virtually unbridled growth appeared to be possible in the 1980s and the early 1990s. Tighter legislation put an end to this proliferation midway through the 1990s. The supply of new properties, especially in Flanders, has decreased markedly, but demand has remained stable. This has resulted in rising rents and falling returns. The market of out-of-town retail real estate has established its own position alongside city centre retail premises, offi ces and semi-industrial real estate.
For prime locations, tenants are currently paying annual rents of over € 135/m² in major conurbations, and € 120/ m² in smaller ones, with returns on high-end prime market locations between 5% and 5.50%.
The trend of rising rents came to a halt a few years ago, with the exception of properties at high-end prime locations. At these locations tenants try to keep the rent payable by limiting the rented area.
These two factors – the increase in the average rent and the decrease in the average return – have reinforced the growth in value of properties at prime locations over the past twenty years. Until now, the out-of-town retail market has been spared the decreases in rent and increased yield requirements that affect the inner-city market. This can be explained mainly by the lower rents that are common in the out-of-town areas and by the fact that the yield expectations have never declined to such an extent in these areas compared to the inner city.
vacancy level, with is always low for the portfolio of Retail Estates nv. Tenants of out-of-town retail properties are fi ercely loyal to their sales outlets. This is due to the quality of the location on the one hand and the granting of environmental permits on the other. The permits are issued for buildings, not to tenants. Moreover, this kind of properties are rented out while still in shell condition and tenants invest signifi cant amounts in furnishing the shops, which makes them even less inclined to relocate.
Most tenants of Retail Estates nv's properties are chain stores that have acquired the best sites in recent years, often at the expense of local SMEs, which used to dominate these locations in the past. In this sense, the development that has occurred is similar to what has happened in high streets. On the investment side, the attractive ratio of supply and demand has resulted in an increased presence of institutional investors. Affl uent individuals also show a growing interest in this type of real estate.
Ten institutional investors are now highly active in this segment. Generally speaking, Belgium has an increasing number of integrated retail parks; it follows in the footsteps of the United Kingdom and France, where retail parks can be found close to every conurbation. Retail parks in Belgium nevertheless tend to be rather small (15,000 to 20,000 m²) and are mostly situated in the French-speaking part of the country (Wallonia). In Flanders, new parks tend to be built in small urban areas, such as retail parks T Forum in Tongeren and Be-MINE Boulevard in Beringen.
An important part of Retail Estates nv's properties are located adjacent to major peripheral motorways or near residential districts on the outskirts of larger conurbations and often form clusters, where retailers seek proximity to each other.
A consequence of the corona pandemic of 2020 and 2021 is that the home decoration stores fully benefi t from the consumers' increased focus on the comfort of their homes as a result of the restrictions on freedom of movement. This has led to a swift recovery of functional shopping in out-of-town areas after the different periods of closure. Easy access by car and ample parking space in the vicinity of large shops allow shoppers to combine effi cient shopping with the observance of social distancing. This leads to a higher number of visitors at out-of-town locations, which in turn generates sales increases in the different segments of out-of-town retail trade. Since the start of 2022, sales fi gures are based on pre-Covid-level.
During the past years, Retail Estates nv has acquired various retail parks. Several of them have been subjected to a facelift or will be in the medium term. The expansion of such sites also offers Retail Estates nv attractive prospects.
It is labour-intensive to select suitable opportunities and plan and manage these alterations. They require the necessary expertise, but are rewarded with a higher return on rents.
Active in the Netherlands since June 2017, Retail Estates nv has invested in 12 retail parks, 1 home decoration mall and 3 solitary properties at 14 locations. These retail parks are destined for large-scale retail activities and are principally let to retail chains. Consumer expenditure in the Netherlands has increased continuously over the past three years. The low unemployment rate and the strong growth of the Dutch economy support and strengthen the residential real estate market and the related investments.
In the Netherlands as well, very good sales were achieved in the DIY and the home improvement sector last year, thanks to consumers' increased focus on the comfort of their homes resulting from the restrictions on freedom of movement in the corona period.
For a population of 17 million people, the Netherlands have approximately 200 out-of-town locations where large-scale retail activities are allowed. The stringent urban planning framework limits the number of retail parks as well as the forms of retail activities that can be performed at those locations. Unlike in Belgium, it is for example not allowed to sell foodstuffs, clothes and shoes. Acquisition of this type of real estate by international institutional investors is currently gaining momentum. Over the past 5 years, Retail Estates has benefi ted from a consolidation wave and has acquired a leading position with approximately € 600 million in investments.
Retail Estates nv has invested in out-of-town retail properties since 1998. Over a period of 24 years, the company has established a signifi cant portfolio which consists of 987 retail properties with a total built-up retail area of 1,177,577 m² as per 31 March 2022. The fair value of the real estate portfolio totals € 1,759.88 million. The investment value amounts to € 1,833.76 million.
The value of the real estate portfolio of the public BE-REIT has increased by 2.48% compared to the value on 31 March 2021 (€ 1,717.25 million). This is mainly the result of positive revaluations.
The occupancy rate is 97.83%.
Individual out-of-town retail properties are solitary retail properties adjacent to the public road. Every outlet has its own car park and entrance and exit roads, connecting it to the public road and making it easily recognisable. The retail properties situated in the immediate vicinity are not necessarily of the same type.
Retail clusters are a collection of out-of-town retail properties located along the same traffi c axis that, from the consumer's point of view, form a self-contained whole even though they do not share infrastructure other than the traffi c axis. This is the most typical concentration of outof-town retail properties in Belgium.
Retail parks are made up of retail properties that are grouped together and form part of an integrated commercial complex. All properties use a central car park with a shared entrance and exit road. This enables consumers to visit several shops without having to move their car. Typically, at least fi ve retail properties are present at these sites.
Other real estate mainly consists of offi ce buildings, residential real estate and hospitality establishments. Retail Estates nv only invests in real estate properties used for the aforementioned purposes if they are already embedded in a retail property or are part of a real estate portfolio that can only be acquired as a whole.
Retail properties under development are properties that form part of a newly built or renovation project.
On 31 March 2022 the Dutch portfolio accounts for 32.19% of the total portfolio (in m²). 37.09% of the portfolio are located in the Flemish Region, 30.71% in the Walloon Region. The ratio of the Belgian properties is in line with the way in which the population is distributed across the two regions. Retail Estates nv furthermore only has two retail outlets in the Brussels-Capital Region. Outof-town real estate is scarce in this region, which is why it is not actively observed by Retail Estates nv.
The home improvement share (57.67%), expressed in square metres, is slightly higher compared to the past fi nancial year. Taken together with the "Commodities and food" industry, these retail units account for more than 73% of the leased surface area. The tenants in these industries provide a stable basis as they are more resilient to unfavourable economic conditions and less susceptible to e-commerce. Food retailers only account for 6.48%.
The share of the fashion sector has decreased slightly in the past few years (16.77% on 31 March 2022 compared to 17.59% on 31 March 2021).
A breakdown on the basis of contractual rents shows that the share of "Various" (1.99%) decreases, mainly due to a limited number of (semi-)logistic properties occupying a relatively large surface area and paying a relatively low rent and the fact that vacant units do not yield rent. The shares of food (6.92%) and commodities (9,01%) remain relatively stable. The shares of the other categories (home improvement (58.85%) and fashion (19.94%) increase slightly.
Since its incorporation, Retail Estates nv has focused on mainly letting out its properties to chain stores and/or franchise issuers.
For the purposes of this analysis, 'chain store' shall mean a large retail company with at least fi ve sales outlets and central accounting. On 31 March 2022, the percentage of chain stores and/or franchise issuers amounts to 84%. These tenants are less sensitive to changing conditions in the local market than local independent SMEs. For example, a temporary local fall in turnover caused by e.g. road works will not cause chain stores any liquidity problems capable of jeopardising the payment of rent. As most chain stores are organised nationally, and often internationally as well, they can rely on a strong professional organisation and a marketing unit that can promote the attractiveness of any individual outlet.
The differences in rental prices are often not only due to the characteristics of the location, but also linked to the term of the lease agreements. On the Belgian market, such agreements can, in the best-case scenario, be reviewed only every 9 years, or otherwise not until 18
the existing real estate portfolio.
The charts below illustrate the geographical spread of the buildings in the different Belgian and Dutch provinces based on the number of m².
TOTAL M2 PER PROVINCE
The pie charts in this chapter show percentages based on the total retail area on 31 March 2022.
The charts below show the age of the buildings in Belgium and the Netherlands based on the weighted average number of m².
120000 2006 2008 When calculating the weighted average term, we assume that the tenants do not make use of their legal option to terminate of the lease agreement before its expiry date.
0 40000 80000 1996 1998 2000 2002 Standard lease agreements have a five- or ten-year term in the Netherlands and a nine-year term in Belgium. Belgian tenants have the legal option to terminate the agreement upon expiry of each period of three years. Taking into account these legal options and notice periods, the weighted average remaining term is 2.4 years for the Belgian portfolio.
The weighted average remaining term is 8.38 years for the Belgian portfolio and 3.94 years for the Dutch portfolio. The weighted average remaining term for the entire portfolio is 6.95 years.
The top twenty tenants of Retail Estates nv represent 42.97% of the gross rental income and 39.24% of the total surface area of the properties in the real estate portfolio. They represent 301 shops. In absolute figures, Gilde (Kwantum/Leen Bakker) accounts for 6.40% of the rental income and tops the list of the five most important tenants, followed by De Mandemakers Groep (3.84%), Vendis Private Equity (X²O / Overstock) (3.58%), Pardis (Fun-Trafic) (2.78%) and Krëfel (2.72%).
" The top twenty tenants of Retail Estates nv represent 42.97% of the gross rental income and 39.24% of the total surface area of the properties in the real estate portfolio. They represent 301 shops. "
31/03/21
| RETAIL ESTATES | 31.03.2022 | 31.03.2021 | 31.03.20 |
|---|---|---|---|
| Estimated fair value1 (in €) |
1 759 879 000 | 1 717 245 000 | 1 661 753 000 |
| Yield (investment value)2 | 6,57% | 6,48% | 6,53% |
| Contractual rents (in €) | 119 343 175 | 113 968 503 | 112 317 786 |
| Contractual rents incl. rental value of vacant buildings (in €) | 121 869 650 | 117 125 716 | 114 371 781 |
| Total m² in portfolio | 1 177 577 | 1 153 448 | 1 136 492 |
| Number of properties | 987 | 992 | 969 |
| Occupancy rate | 97,83% | 97,07% | 97,92% |
| Total m² fixed assets under construction - in execution phase | - | 14 913 | 9 278 |
1 This fair value also contains the investment properties under construction, which are not included in the fair value as mentioned in the real estate experts' conclusions on 31 March 2022 (see further in this chapter).
2 The current rental income (net, after deduction of canon) divided by the estimated investment value of the portfolio (without taking into account the investment properties under construction included in the cost price). We refer to "rconciliation tables" in the chapter miscellaneous"
On 31 March 2022, the real estate portfolio of Retail Estates nv consists of real estate properties owned by Retail Estates nv and its perimeter companies.
On 31 March 2022, the real estate portfolio of Immobilière Distri-Land nv consists of 10 retail properties that have been rented out completely.
All of these retail properties were built before 1989 and are similar to those owned by Retail Estates nv in terms of location and rent.
Below is an overview of the real estate portfolio of Retail Estates nv and its subsidiaries as per 31 March 2022. Clusters of which the fair value represents more than 5% of the consolidated assets are briefly described below.
The largest cluster in our portfolio concerns a retail parks in Heerlen, the Netherlands (with 47 different tenants). The fair value of this retail park represents 6.29% of the consolidated assets of the company. However, as it concerns two separate physical buildings separated by an Ikea outlet which is not part of our portfolio, they should in fact be considered separately in terms of risk assessment.
For further details on the real estate portfolio, please refer to the list below.
| BELGIUM | Year of | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| construc tion - last |
Gross | Occupancy | Rental | Insurred | ||||||
| Province | Cluster | Address | renovation Tenant | surface m2 | rate | income | Fair value Acquisition value | value | ||
| Individual | Slachthuislaan 27, 2000 Antwerpen | ALDI TURNHOUT NV | ||||||||
| peripheral properties and |
Frans Beirenslaan 51, 2150 Borsbeek (Antw.) | CARPETLAND nv | ||||||||
| other | Geelsebaan 64, 2460 Kasterlee | ALDI REAL ESTATE NV | ||||||||
| 1987 - 1989 | 3 376 | 100.00% | 411 932.64 | 5 632 705.00 4 899 122.12 2 820 037.45 | ||||||
| Bell Telephonelaan2/2, 2260 Oevel | Burger Brands Belgium NV | |||||||||
| Bell-Telephonelaan 1/2, 2260 Oevel | ACTION BELGIUM BVBA | |||||||||
| Bell-Telephonelaan 1/2, 2260 Oevel Hotelstraat 1-10, 2260 Oevel |
C&A België cv | |||||||||
| FABRIMODE nv (Bel & Bo) | ||||||||||
| Euro Shoe Group N.V. | ||||||||||
| GK INVESTMENTS BV | ||||||||||
| Ant-Westerlo | KWANTUM BELGIE BV | |||||||||
| Hotelstraat 1, 2260 Oevel | Mega Outlet BVBA | |||||||||
| ZEB - Zebulah N.V. | ||||||||||
| HEUREKA BVBA (franchisé Heytens) | ||||||||||
| ZEEMAN textielSupers NV | ||||||||||
| Hunkemöller Belgium NV | ||||||||||
| Hotelstraat 7, 2260 Oevel | Merkkleding BVBA | |||||||||
| 1988 - 2011 | 12 218 | 100.00% | 1 023 124.63 16 574 005.95 17 423 174.11 10 205 929.36 | |||||||
| Bredabaan 968, 2170 Merksem | L&L Retail Belgium SA | |||||||||
| Bredabaan 964, 2170 Merksem | FUN BELGIUM nv | |||||||||
| Bredabaan 978, 2170 Merksem | X²O Antwerpen en Limburg NV | |||||||||
| Bredabaan 809, 2170 Merksem | ||||||||||
| DAMART TSD nv | ||||||||||
| Bredabaan 809 bus 5, 2170 Merksem Bredabaan 809, 2170 Merksem |
Colim NV | |||||||||
| Antwerp | ETHIAS NV | |||||||||
| Bredabaan 891-893, 2170 Merksem | ALDI TURNHOUT NV | |||||||||
| Antwerpen | AVEVE nv | |||||||||
| Noord | Bedden en Matrassen BV | |||||||||
| FABRIMODE nv (Bel & Bo) | ||||||||||
| C&A België cv | ||||||||||
| CARPETLAND nv | ||||||||||
| KRUIDVAT bvba | ||||||||||
| Chaussea BRT BVBA | ||||||||||
| Menatam SA (Eggo) | ||||||||||
| Euro Shoe Group N.V. | ||||||||||
| MAXI ZOO BELGIUM bvba | ||||||||||
| MAXI ZOO BELGIUM bvba | ||||||||||
| Fnac Vanden Borre nv KOKIDO BVBA |
||||||||||
| PRO-DUO nv | ||||||||||
| ZEEMAN textielSupers NV | ||||||||||
| Vannotten Peggy en Oleson Queeny | ||||||||||
| Van Praetlei 260 2/1, 2170 Merksem | Cespedes Selina | |||||||||
| Antwerpen | Bredabaan 1205-1207, 2900 Schoten | KREFEL nv | ||||||||
| Noord | Bredabaan 1213, 2900 Schoten | LEEN BAKKER BELGIE nv | ||||||||
| Bredabaan 1207, 2900 Schoten | MEDINA nv (Bent Schoenen) | |||||||||
| Bredabaan 1215, 2900 Schoten | ZEB - Zebulah N.V. | |||||||||
| Bredabaan 1211, 2900 Schoten | TAO Belgique SA | |||||||||
| Bredabaan 1209, 2900 Schoten | JBC nv | |||||||||
| Bredabaan 1203, 2900 Schoten | JUNTOO ANTWERPEN EN LIMBURG NV | |||||||||
| 1976 - 2016 | 35 957 | 97.57% | 5 329 015.35 84 509 753.83 77 915 402.99 30 035 570.64 |
| BELGIUM | Year of | BELGIUM | Year of | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| construc tion - last |
Gross | Occupancy | Rental | Insurred | construc tion - last |
Gross | Occupancy | Rental | |||||||||
| Province Cluster |
Address | renovation Tenant | surface m2 | rate | income | Fair value Acquisition value | value | Province | Cluster | Address | renovation Tenant | surface m2 | rate | income | Fair value Acquisition value | ||
| Boomsesteenweg 947, 2610 Wilrijk | Brusselsesteenweg 445 en 443, 2800 Mechelen | Slaapadvies BVBA | |||||||||||||||
| Boomsesteenweg 651, 2610 Wilrijk | BETER MEUBEL BV | Brusselsesteenweg 439, 2800 Mechelen | FABRIMODE nv (Bel & Bo) | ||||||||||||||
| Boomsesteenweg 649, 2610 Wilrijk | KREFEL nv | THE BARRACUDA COMPANY BV | |||||||||||||||
| Boomsesteenweg 649-651, 2610 Wilrijk | ADEBO NV | Van Haren Schoenen BV | |||||||||||||||
| RUFFIN Franky | Brusselsesteenweg 441 A, 2800 Mechelen | Fnac Vanden Borre nv | |||||||||||||||
| Boomsesteenweg 652, 2610 Wilrijk | JUNTOO ANTWERPEN EN LIMBURG NV | Antwerp Mechelen-Zuid | Brusselsesteenweg 441, 2800 Mechelen | ||||||||||||||
| Boomsesteenweg 945/943/941, 2610 Wilrijk | KONTEX CV | Brusselsesteenweg 441 B, 2800 Mechelen | REDISCO bvba | ||||||||||||||
| Boomsesteenweg 945, 2610 Wilrijk | Keukenontwerpers NV | Brusselsesteenweg 437, 2800 Mechelen | L&L Retail Belgium SA | ||||||||||||||
| PRO-DUO nv | |||||||||||||||||
| Schrauwen Sanitair en Verwarming NV | Geerdegemstraat 148, 2800 Mechelen | JUNTOO ANTWERPEN EN LIMBURG NV | |||||||||||||||
| Boomsesteenweg 941, 2610 Wilrijk | 1983 - 2005 | 7 536 | 100.00% | 1 029 801.37 14 366 690.77 9 170 351.52 6 294 965.11 | |||||||||||||
| HILTI BELGIUM nv | Individual peripheral |
Jerusalemstraat 48-50, 1030 Schaarbeek | ALDI Cargovil-Zemst nv | ||||||||||||||
| Boomsesteenweg 943, 2610 Wilrijk | Brussels | properties and | Ninoofsesteenweg 510, 1070 Anderlecht | NewOrch Belgium BV | |||||||||||||
| Boomsesteenweg 800, 2610 Wilrijk | Odysseus Bouwmarkten NV | other | Ninoofsesteenweg 510, 1070 Anderlecht | MOS INVEST2 BV | |||||||||||||
| Antwerpen-Zuid | Antwerpsesteenweg 65_1, 2630 Aartselaar | Bedden en Matrassen BV | 1981 - 1987 | 2 206 | 100.00% | 284 842.46 | 3 233 805.44 2 914 393.41 1 842 714.04 | ||||||||||
| Antwerpsesteenweg 65, 2630 Aartselaar | MEUBELEN DE ABDIJ bvba | Rue du Campinaire 72, 6250 Aiseau-Presles | Omega NV (Databuild) | ||||||||||||||
| Boomsesteenweg 68, 2630 Aartselaar | MAXI ZOO BELGIUM bvba | Rue du Campinaire 74, 6250 Aiseau-Presles | RSDECO | ||||||||||||||
| Boomsesteenweg 90, 2630 Aartselaar | BMS nv | Hen-Aiseau | Rue du Campinaire 76, 6250 Aiseau-Presles | AVEVE nv | |||||||||||||
| Boomsesteenweg 86, 2630 Aartselaar | FUN BELGIUM nv | Presles | Rue du Campinaire 78, 6250 Aiseau-Presles | WIBRA BELGIE BV | |||||||||||||
| Boomsesteenweg 62, 2630 Aartselaar | JUMP UNIVERZ BVBA (verkoop trampolines, springkastelen) | Rue du Campinaire 80, 6250 Aiseau-Presles | ALDI Gembloux sa | ||||||||||||||
| Boomsesteenweg 66, 2630 Aartselaar | CASA INTERNATIONAL NV | Rue du Campinaire 82, 6250 Aiseau-Presles | DELIALIOGLU ABDUSSELAM | ||||||||||||||
| Koningin Astridlaan 85A bus 00.01, 2550 | C&A België cv | 2009 - 2011 | 8 182 | 100.00% | 767 898.24 11 319 621.16 11 114 945.92 6 834 581.28 | ||||||||||||
| Kontich | Chaussée de Bruxelles, 7800 Ath | Euro Shoe Group N.V. | |||||||||||||||
| Koningin Astridlaan 83 bus 01.01, 2550 Kontich | Basic Fit België | AGIK s.p.r.l. | |||||||||||||||
| ZEB - ANTWERP FASHION OUTLET NV | KRUIDVAT bvba | ||||||||||||||||
| Koningin Astridlaan 85 bus 01.01, 2550 Kontich | LIN'S | MATCH sa | |||||||||||||||
| Euro Shoe Group N.V. | ZEEMAN textielSupers NV | ||||||||||||||||
| Boomsesteenweg 79/1, 2630 Aartselaar | E5 Fashion BV | Fally Marie | |||||||||||||||
| Antwerp | Boomsesteenweg 79/2, 2630 Aartselaar | Hen-Ath | PP ATH | ||||||||||||||
| Antwerpsesteenweg 482-484, 2660 Hoboken | Sint-Niklaas Doe het Zelf NV | ELECTRO AV nv | |||||||||||||||
| 1960 - 2016 | 41 344 | 88.81% | 3 767 715.95 60 469 749.31 48 132 813.27 34 535 434.89 | ACTION BELGIUM BVBA | |||||||||||||
| Donk 54/1, 2500 Lier | LUMA BVBA | Alken-Maes NV | |||||||||||||||
| Donk 54/2, 2500 Lier | HEUREKA BVBA (franchisé Heytens) | Chaussée de Bruxelles 60, 7800 Ath | RNA STORE SRL | ||||||||||||||
| Donk 54/3, 2500 Lier | Fnac Vanden Borre nv | Henegouwen | Lloydspharma Group SA | ||||||||||||||
| Donk 54/4, 2500 Lier | M.A.S. BV (Cats & Dogs) | 1974 - 2017 | 7 345 | 100.00% | 808 306.72 12 208 210.18 9 802 518.65 6 135 419.15 | ||||||||||||
| Antwerpsesteenweg 308, 2500 Lier | Groep Bossuyt Belgie NV | SND sa (Trafic) | |||||||||||||||
| Lier | Antwerpsesteenweg 366, 2500 Lier | KREFEL nv | Hen-Erquelinnes Route de Mons 276, 6560 Erquelinnes Route de Mons 260, 6560 Erquelinnes |
YMB SRL | |||||||||||||
| Slaapadvies BVBA | 2011 | 2 232 | 100.00% | 188 528.97 | 2 533 853.80 2 865 829.12 1 864 432.34 | ||||||||||||
| BELGACOM MOBILE NV | Route Nationale, 7080 Frameries | ACTION BELGIUM BVBA | |||||||||||||||
| Antwerpsesteenweg 366, 2500 Lier | FUN BELGIUM nv | FABRIMODE nv (Bel & Bo) | |||||||||||||||
| Antwerpsesteenweg 338, 2500 Lier | E5 Fashion BV | Natale Mario (Sander boutique) | |||||||||||||||
| Antwerpsesteenweg 340, 2500 Lier | GABOMA NV (Gamma) | Euro Shoe Group N.V. | |||||||||||||||
| 1993 - 2009 | 9 513 | 100.00% | 1 062 174.87 16 126 702.12 10 256 679.92 7 946 391.06 | ANISERCO nv | |||||||||||||
| Electriciteitsstraat 37, 2800 Mechelen | E5 Fashion BV | Route Nationale 11, 7080 Frameries | Willems NV (verandas) | ||||||||||||||
| Electriciteitsstraat 39, 2800 Mechelen | Van Haren Schoenen BV | Hen-Frameries | X²O Wallonië NV | ||||||||||||||
| Guido Gezellelaan, 2800 Mechelen | |||||||||||||||||
| Guido Gezellelaan 6, 2800 Mechelen | ACTIEF INTERIM | Distriled Tournai SPRL (Extrashop) | |||||||||||||||
| Guido Gezellelaan 8, 2800 Mechelen | SND sa (Trafic) | ||||||||||||||||
| Guido Gezellelaan 10, 2800 Mechelen | ZEEMAN textielSupers NV | ||||||||||||||||
| Mechelen Noord |
KRUIDVAT bvba | ||||||||||||||||
| Guido Gezellelaan 10-18, 2800 Mechelen | RUBEN.G SPRL | ||||||||||||||||
| Guido Gezellelaan 10/12, 2800 Mechelen | ITM ALIMENTAIRE BELGIUM SA | ||||||||||||||||
| Guido Gezellelaan 20, 2800 Mechelen | 2012 - 2018 | 14 917 | 90.28% | 1 312 727.17 22 034 245.03 22 004 909.12 12 460 455.74 | |||||||||||||
| STAD MECHELEN | |||||||||||||||||
| Rode Kruisplein 14, 2800 Mechelen Liersesteenweg 432, 2800 Mechelen |
FUN BELGIUM nv |
| BELGIUM Province Cluster Individual peripheral properties and other Henegouwen Hen-Leuze-en Hainaut Hen-Mons Hen-Mouscron |
|||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year of | BELGIUM | Year of | |||||||||||||||
| construc | construc | ||||||||||||||||
| Address | tion - last renovation Tenant |
Gross surface m2 |
Occupancy rate |
Rental income |
Fair value Acquisition value | Insurred value |
Province | Cluster | Address | tion - last renovation Tenant |
Gross surface m2 |
Occupancy rate |
Rental income |
Fair value Acquisition value | Insurred value |
||
| Route de Philippeville 402/422, 6010 Couillet Route Nationale 5, 6041 Gosselies |
MK MEUBLES SCS Electro Depot Belgique SA |
Rue de Roselières 10-14, 7503 Froyennes rue des Roselières 10, 7503 Froyennes |
CHAUSSURES MANIET SA | ||||||||||||||
| Chaussée Impériale 55, 6060 Gilly | WIBRA BELGIE BV | rue des Roselières 14, 7503 Froyennes | LEEN BAKKER BELGIE nv | ||||||||||||||
| Chaussée Impériale 55A, 6060 Gilly | Rue des Rosselières 13, 7503 Froyennes | Menatam SA (Eggo) | |||||||||||||||
| Chaussée Impériale 55B, 6060 Gilly | Mega Store SPRL | Rue des Rosselières 15, 7503 Froyennes | Caprera BVBA | ||||||||||||||
| Rue de la Persévérance 7-9, 6061 | rue des Roseliers 7, 7503 Froyennes | Delcambe Chaussures SPRL | |||||||||||||||
| Montignies-sur-Sambre | Basic Fit België | Henegouwen Tournai | rue des Roseliers 1, 7503 Froyennes | BDO Distribution SA | |||||||||||||
| rue de Leernes 2, 6140 Fontaine-l'Evêque | MATCH sa | Rue de Maire 13a, 7503 Froyennes | ANISERCO nv | ||||||||||||||
| Chaussée de Mons 322, 6150 Anderlues | POINT CARRE sprl | Rue de Maire 18 E, 7503 Froyennes | NEW MTB SRL (King Jouet) | ||||||||||||||
| Chaussée de Mons 324, 6150 Anderlues | JBC nv | Rue de Maire 13 c, 7503 Froyennes | CARGLASS nv | ||||||||||||||
| Rue Dewiest 86, 6180 Courcelles | DFA1-Centre funéraire Marchant BVBA | Rue de Maire 13 D, 7503 Froyennes | Au coin du Feu SPRL | ||||||||||||||
| Rue Dewiest, 6180 Courcelles | ORANGE BELGIUM NV | Rue de la Taverne du Maire 3, 7503 Froyennes | DI SA | ||||||||||||||
| rue des Français 152, 6200 Châtelet | PROFI sa | ORANGE BELGIUM NV | |||||||||||||||
| Rue de Bertransart, 6280 Gerpinnes | DISTRILED CENTRE BVBA | 1981 - 2010 | 10 474 | 90.64% | 1 094 572.01 16 162 856.13 12 240 142.95 8 749 132.77 | ||||||||||||
| Rue d'Anderlues 110, 6530 Thuin | LIDL | Hasseltweg 97, 3600 Genk | Groep Bossuyt Belgie NV | ||||||||||||||
| Rue d'Anderlues, 6530 Thuin | |||||||||||||||||
| Chaussée de Binche 50, 7000 Mons | Sitipac SRL | Hasseltweg 99, 3600 Genk | FABRIMODE nv (Bel & Bo) | ||||||||||||||
| Avenue Wilson 421, 7012 Jemappes | NIKE Retail BV | Hasseltweg 101, 3600 Genk | MEDINA nv (Bent Schoenen) | ||||||||||||||
| Chaussea BRT BVBA | Hasseltweg 103, 3600 Genk | L&L Retail Belgium SA | |||||||||||||||
| Basic Fit België | Hasseltweg 105-107, 3600 Genk | Swiss Sense BV | |||||||||||||||
| Chaussee de Roeulx 353, 7060 Soignies | Hasseltweg 97/107, 3600 Genk | RSA WOONOPLOSSINGEN BV | |||||||||||||||
| Chaussee de Roeulx 351, 7060 Soignies | AVEVE nv | Genk Hasseltweg |
Hasseltweg 183, 3600 Genk | Chalet Center NV | |||||||||||||
| Avenue de la Wallonie 6, 7100 La Louvière | Chaussea BRT BVBA | Hasseltweg 111, 3600 Genk | VAN BEUREN INTERIORS bvba | ||||||||||||||
| Electro Depot Belgique SA | Hasseltweg 113, 3600 Genk | KVIK AS | |||||||||||||||
| route de Mons, 7390 Quaregnon | NEW MTB SRL (King Jouet) | Hasseltweg 115, 3600 Genk | SLEEP DESIGN nv | ||||||||||||||
| route de Mons 107, 7390 Quaregnon | Bassani SPRL | Hasseltweg 76 bus 1, 3600 Genk | Toychamp Belgium N.V. | ||||||||||||||
| route de Mons, 7390 Quaregnon | Mc Donald's Belgium Inc. | Hasseltweg 76, 3600 Genk | Seats and sofas N.V. | ||||||||||||||
| JCDECAUX BILLBOARD sa | Wilde Kastanjelaan 3, 3600 Genk | MEVLANA SLAGERIJ BVBA ALDI REAL ESTATE NV |
|||||||||||||||
| Route de Mons 124, 7390 Wasmuel | Ideal Bazar SPRL | 1988 - 2014 | 14 425 | 100.00% | 1 339 765.50 20 286 211.43 18 533 026.23 12 049 478.72 | ||||||||||||
| rue de la Perseverance 13, 6061 | Koolmijnlaan 193, 3580 Beringen | BRICO BELGIUM nv | |||||||||||||||
| Montignies-sur-Sambre | Do Invest NV | Albert Heijn België NV | |||||||||||||||
| rue de la Perseverance 11, 6061 | MAXI ZOO BELGIUM bvba | ||||||||||||||||
| Montignies-sur-Sambre | Fnac Vanden Borre nv | Chaussea BRT BVBA | |||||||||||||||
| rue du Grand Hornu 63, 7301 Hornu | ANISERCO nv | MEDINA nv (Bent Schoenen) | |||||||||||||||
| rue du Grand Hornu 77, 7301 Hornu | CARPETLAND nv | Limburg | L&L Retail Belgium SA | ||||||||||||||
| 1980 - 2009 | 31 051 | 92.98% | 2 729 779.06 37 188 574.76 32 405 375.62 25 937 494.89 | Lim-Beringen | ZEB - Monashee BVBA | ||||||||||||
| Rue de l'Artisanat 3, 7900 Leuze-en-Hainaut | ACTION BELGIUM BVBA | H&M Hennes & Mauritz SA | |||||||||||||||
| Rue de l'Artisanat 5 bus A, 7900 Leuze-en-Hainaut | FABRIMODE nv (Bel & Bo) | ||||||||||||||||
| Rue de l'Artisanat 5, 7900 Leuze-en-Hainaut | JD Optimal SRL | C&A België cv | |||||||||||||||
| 2014 | 3 050 | 100.00% | 150 973.57 | 3 114 201.65 4 232 993.21 2 547 723.40 | AVA PAPIERWAREN nv | ||||||||||||
| Place des Grands Pres 1, 7000 Mons | KREFEL nv | Fnac Vanden Borre nv | |||||||||||||||
| Place des Grands Pres, 7000 Mons | Maisons du Monde | 2015 | 17 637 | 100.00% | 2 067 243.89 31 796 549.36 31 238 040.52 14 732 523.83 | ||||||||||||
| Eva Ameublements SPRL (Rév Interieur) | Lim-Bree | Toleikstraat 20, 3960 Bree | E5 Fashion BV | ||||||||||||||
| BDO Distribution SA | 1985 | 1 000 | 100.00% | 113 969.04 | 1 799 037.97 1 866 800.24 | 835 319.15 | |||||||||||
| MONSPORTS SCRL (Intersports) | Biezenstraat 47 - 53, 3500 Hasselt | KWANTUM BELGIE BV | |||||||||||||||
| Retail Concepts NV (AS Adventure) | MEDIA MARKT TWEE TORENS HASSELT NV | ||||||||||||||||
| M CREATION SRL | Lim- Hasselt | ||||||||||||||||
| 2016 | 11 779 | 100.00% | 1 750 471.88 28 355 587.26 27 903 672.56 9 839 224.26 | Maisons du Monde X²O Antwerpen en Limburg NV |
|||||||||||||
| Rue de la Liesse 96, 7700 Mouscron/Moeskroen | Excel-Cash SA (cash converters) | 2017 - 2021 | 5 968 | 100.00% | 947 264.76 14 776 264.79 15 124 355.33 4 985 184.68 | ||||||||||||
| Rue de la Liesse 92, 7700 Mouscron/Moeskroen | LIDL | Genkersteenweg 160, 3500 Hasselt | EXTERIOO ANTWERPEN EN LIMBURG NV | ||||||||||||||
| Rue de la Liesse 94, 7700 Mouscron/Moeskroen | MHB Optique SRL | Individual | Grote Baan 212, 3530 Houthalen | JBC nv | |||||||||||||
| 2014 | 2 713 | 100.00% | 366 607.73 | 5 189 932.04 5 274 045.81 2 266 220.85 | peripheral | Meylandtlaan 171, 3550 Heusden-Zolder | LIDL | ||||||||||
| Hen-Péruwelz rue Neuve Chaussée, 7600 Péruwelz | FABRIMODE nv (Bel & Bo) | properties and other |
Koninginnelaan 125, 3630 Maasmechelen | ||||||||||||||
| rue Neuve Chaussée, 7600 Péruwelz | ACTION BELGIUM BVBA | Koninginnelaan 127, 3630 Maasmechelen | NRG NEW GENERATION BVBA | ||||||||||||||
| 1996 - 2012 | 1 740 | 100.00% | 167 650.24 | 2 310 671.42 2 147 463.09 1 453 455.32 | 1993 - 2016 | 5 546 | 100.00 % | 469 260.11 | 7 367 034.95 7 680 608.45 4 632 680.00 |
| BELGIUM | Year of construc tion - last |
Gross | Occupancy | Rental | Insurred | BELGIUM | Year of construc tion - last |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Province | Cluster | Address | renovation Tenant | surface m2 | rate | income | Fair value Acquisition value | value | Cluster | Address | renovation Tenant | ||
| Maaseikersteenweg 197, 3620 Lanaken | JYSK BVBA | Rue Mitoyenne 1, 4700 Eupen | CCB MODE SA | ||||||||||
| Lim-Lanaken | E5 Fashion BV | ANISERCO nv | |||||||||||
| Toychamp Belgium N.V. | Chaussea BRT BVBA | ||||||||||||
| 2005 | 4 150 | 79.52% | 286 672.09 | 5 370 435.10 5 409 338.85 3 466 574.47 | C&A België cv | ||||||||
| Luikersteenweg 151 bus 6, 3700 Tongeren | JBC nv | CP RETAIL SA | |||||||||||
| Luikersteenweg 151 bus 8, 3700 Tongeren | L.TORFS NV | Eupen | Euro Shoe Group N.V. | ||||||||||
| Luikersteenweg 151 bus 10, 3700 Tongeren | ADL Consult BVBA | JBC nv | |||||||||||
| Luikersteenweg 151 bus 12, 3700 Tongeren | PRO-DUO nv | CASA INTERNATIONAL NV | |||||||||||
| Luikersteenweg 151 bus 14, 3700 Tongeren | Euro Shoe Group N.V. | PRO-DUO nv | |||||||||||
| Luikersteenweg 151 bus 16, 3700 Tongeren | Kleding Vossen NV | Veritas NV | |||||||||||
| Luikersteenweg 151 bus 18, 3700 Tongeren | Fnac Vanden Borre nv | Herbesthalerstraat 154, 4700 Eupen | |||||||||||
| Luikersteenweg 151 bus 2, 3700 Tongeren | ZEB - Monashee BVBA | ||||||||||||
| Luikersteenweg 151 bus 4, 3700 Tongeren Luikersteenweg 151 bus 1, 3700 Tongeren |
Colim NV | Rue Champs de Tignée 4/2, 4671 Barchon Rue Champs de Tignée 4/1, 4671 Barchon |
AKDENIZ SIBEL (Société en constitution) | ||||||||||
| Luikersteenweg 151 bus 3, 3700 Tongeren | FABRIMODE nv (Bel & Bo) | Champs de Tignée 14, 4671 Barchon | LES PERES NOIRS SA | ||||||||||
| Limburg | Luikersteenweg 151 bus 5, 3700 Tongeren | KRUIDVAT bvba | Optic Barchon SCRL | ||||||||||
| Luikersteenweg 151 bus 7, 3700 Tongeren | E5 Fashion BV | Chaud Diffusion SPRL | |||||||||||
| Lim-Tongeren | Luikersteenweg 151 bus 9, 3700 Tongeren | GRANDE EMPORIO HOLDING BV | Rue Champs de Tignée 26/04, 4671 Barchon | Saker-Greco | |||||||||
| Luikersteenweg 151 bus 11, 3700 Tongeren | CCIT BV | Rue Champs de Tignée 22, 4671 Barchon | BRICOBA SA | ||||||||||
| Luikersteenweg 151 bus 13, 3700 Tongeren | Rue Champs de Tignée 26/1, 4671 Barchon | MALIK COIFFURE SRL | |||||||||||
| Luikersteenweg 151 bus 15, 3700 Tongeren | BIG BAZAR NV | Rue Champs de Tignée 24, 4671 Barchon | Les Bouchers Doubles SPRL | ||||||||||
| Luikersteenweg 151 bus 17, 3700 Tongeren | Lui-Blegny | Rue Champs de Tignée 24/11, 4671 Barchon | LA CHINE WOK SPRL | ||||||||||
| Luikersteenweg 151 bus 19, 3700 Tongeren | Barchon | Rue Champs de Tignée 20/01, 4671 Barchon | CIRCUS BELGIUM SA | ||||||||||
| Luikersteenweg 151 bus 21, 3700 Tongeren | Albert Heijn België NV | Rue Champs de Tignée 26/03, 4671 Barchon | LA GLISSE | ||||||||||
| Luikersteenweg 151 bus 23, 3700 Tongeren | Rue Champs de Tignée 20/02, 4671 Barchon | 3D MANAGEMENT SPRL | |||||||||||
| Luikersteenweg 151 bus 25, 3700 Tongeren | ACTION BELGIUM BVBA | Rue Champs de Tignée 30, 4671 Barchon | SEPTEMBRE 1965 sprl (Point carré) | ||||||||||
| Luikersteenweg 151 bus 27, 3700 Tongeren | MAXI ZOO BELGIUM bvba | Luik | Rue Champs de Tignée 32, 4671 Barchon | Delhaize Le Lion - De Leeuw Comm.VA | |||||||||
| Luikersteenweg 151 bus 29-31, 3700 Tongeren | LIDL | Rue Champs de Tignée 20, 4671 Barchon | LIDL | ||||||||||
| Luikersteenweg 151 bus 33, 3700 Tongeren | SUWENCY BV | Rue Champs de Tignée 20-34, 4671 Barchon | TOP TRADING BVBA | ||||||||||
| Luikersteenweg 151 bus 35, 3700 Tongeren | JOETRON BV | Rue Champs de Tignée 34/2, 4671 Barchon | T.C. Boncelles SPRL | ||||||||||
| Luikersteenweg 151 bus 37, 3700 Tongeren | Groep L.B.M. BVBA | Rue Champs de Tignée 20-34, 4671 Barchon | |||||||||||
| 2012 | 30 930 | 93,12% | 2 398 635.67 39 812 529.85 38 615 023.84 25 836 421.28 | PHILIPPE STEVENS SPRL - DIGITHOME | |||||||||
| Bld Cuivre et Zinc 21, 4000 Liège | ANISERCO nv | ||||||||||||
| Bld Cuivre et Zinc 19, 4000 Liège | Discus SPRL (verkoop visgerei) | Rue Joseph Demoulin 15, 4000 Liège | ACTION BELGIUM BVBA | ||||||||||
| Bld Froidmont /Bld Cuivre et Zinc, 4000 Liège | Zanimo SPRL | Rue Servais Malaise 29, 4030 Grivegnée | AMLAL FOOD SERVICE SRL | ||||||||||
| Bld Cuivre et Zinc 17, 4000 Liège | ITARGUOS SRL | Rue Servais Malaise 29/31, 4030 Grivegnée | KRUIDVAT bvba | ||||||||||
| Boulevard Raymond Poincaré 105, 4000 Liège | KREFEL nv | Zanimo SPRL | |||||||||||
| Boulevard Raymond Poincaré 103, 4000 Liège | TERRE ASBL | rue de Sewage 1, 4100 Seraing | J. DISCOUNT SA | ||||||||||
| Edge of Town | Boulevard Raymond Poincaré, 4000 Liège | Burger Brands Belgium NV | Route du Condroz 221, 4120 Neupré | KO AMUSEMENT 4120 SRL | |||||||||
| Luik | Boulevard Froidmont 21, 4000 Liège | LEEN BAKKER BELGIE nv | Route du Condroz, 4120 Neupré | DELAIDENNE DOMINIQUE | |||||||||
| Boulevard Froidmont 13/15, 4000 Liège | BURO MARKET nv | Route du Condroz 221, 4120 Neupré | POINT CARRE sprl | ||||||||||
| Boulevard de Froidmont 23, 4020 Liège | ALDI VAUX-SUR-SURE SA | Individual peripheral |
Bounce Wear BVBA (sportartikelen) | ||||||||||
| Boulevard de Froidmont 17, 4020 Liège | DISTRILED LIEGE sprl | properties and | Avenue Laboulle 17, 4130 Tilff | LIDL | |||||||||
| Boulevard Raymond Poincaré 26, 4000 Liège | X²O Wallonië NV | other | Chaussée Romaine 244, 4300 Waremme | Poivre et Sel Concept SPRL | |||||||||
| Boulevard Raymond Pointcaré 20, 4000 Liège | Lambrechts NV (groothandel sanitair) | Revolution Fitness SPRL | |||||||||||
| Boulevard Raymond Pointcaré 22, 4000 Liège | W4D NV (Engels Liège) | Al'Binete Waremme SPRL | |||||||||||
| 1988 - 2012 | 14 640 | 100.00% | 1 416 018.45 19 166 403.76 16 628 795.67 12 229 072.34 | Chaussée Romaine 246, 4300 Waremme | D.V.A.P. SA | ||||||||
| Rue Joseph Wauters 25A, 4500 Huy | CHAUSSURES René Collard SA |
| Province | construc tion - last |
Gross | Occupancy | Rental | Fair value Acquisition value | Insurred | |||
|---|---|---|---|---|---|---|---|---|---|
| Cluster | Address | renovation Tenant | surface m2 | rate | income | value | |||
| Rue Mitoyenne 1, 4700 Eupen | CCB MODE SA | ||||||||
| ANISERCO nv | |||||||||
| Chaussea BRT BVBA | |||||||||
| C&A België cv | |||||||||
| CP RETAIL SA | |||||||||
| Eupen | Euro Shoe Group N.V. | ||||||||
| JBC nv | |||||||||
| CASA INTERNATIONAL NV | |||||||||
| PRO-DUO nv | |||||||||
| Veritas NV | |||||||||
| Herbesthalerstraat 154, 4700 Eupen | |||||||||
| 1988 - 2019 | 10 124 | 77.08% | 810 366.44 14 113 424.62 15 200 302.94 8 456 771.06 | ||||||
| Rue Champs de Tignée 4/2, 4671 Barchon | |||||||||
| Rue Champs de Tignée 4/1, 4671 Barchon | AKDENIZ SIBEL (Société en constitution) | ||||||||
| Champs de Tignée 14, 4671 Barchon | LES PERES NOIRS SA | ||||||||
| Optic Barchon SCRL | |||||||||
| Chaud Diffusion SPRL | |||||||||
| Rue Champs de Tignée 26/04, 4671 Barchon | Saker-Greco | ||||||||
| Rue Champs de Tignée 22, 4671 Barchon | BRICOBA SA | ||||||||
| Rue Champs de Tignée 26/1, 4671 Barchon | MALIK COIFFURE SRL | ||||||||
| Rue Champs de Tignée 24, 4671 Barchon | Les Bouchers Doubles SPRL | ||||||||
| Lui-Blegny | Rue Champs de Tignée 24/11, 4671 Barchon | LA CHINE WOK SPRL | |||||||
| Barchon | Rue Champs de Tignée 20/01, 4671 Barchon | CIRCUS BELGIUM SA | |||||||
| Rue Champs de Tignée 26/03, 4671 Barchon | LA GLISSE | ||||||||
| Rue Champs de Tignée 20/02, 4671 Barchon | 3D MANAGEMENT SPRL | ||||||||
| Rue Champs de Tignée 30, 4671 Barchon | SEPTEMBRE 1965 sprl (Point carré) | ||||||||
| Luik | Rue Champs de Tignée 32, 4671 Barchon | Delhaize Le Lion - De Leeuw Comm.VA | |||||||
| Rue Champs de Tignée 20, 4671 Barchon | LIDL |
| 1995 - 2008 | 13 062 | 95,35% | 1 294 867.86 19 853 823.44 16 897 342.10 10 910 938.72 | ||
|---|---|---|---|---|---|
| Rue Joseph Demoulin 15, 4000 Liège | ACTION BELGIUM BVBA | ||||
| Rue Servais Malaise 29, 4030 Grivegnée | AMLAL FOOD SERVICE SRL | ||||
| Rue Servais Malaise 29/31, 4030 Grivegnée | KRUIDVAT bvba | ||||
| Zanimo SPRL | |||||
| rue de Sewage 1, 4100 Seraing | J. DISCOUNT SA | ||||
| Route du Condroz 221, 4120 Neupré | KO AMUSEMENT 4120 SRL | ||||
| Route du Condroz, 4120 Neupré | DELAIDENNE DOMINIQUE | ||||
| Route du Condroz 221, 4120 Neupré | POINT CARRE sprl | ||||
| Bounce Wear BVBA (sportartikelen) | |||||
| Avenue Laboulle 17, 4130 Tilff | LIDL | ||||
| Chaussée Romaine 244, 4300 Waremme | Poivre et Sel Concept SPRL | ||||
| Revolution Fitness SPRL | |||||
| Al'Binete Waremme SPRL | |||||
| Chaussée Romaine 246, 4300 Waremme | D.V.A.P. SA | ||||
| Rue Joseph Wauters 25A, 4500 Huy | CHAUSSURES René Collard SA | ||||
| Avenue du Bosquet 33, 4500 Huy | Bleu Citron SPRL | ||||
| rue du Bay-Bonnet 8, 4620 Fléron | LIDL | ||||
| Boulevard des Anglais 47, 4900 Spa | Euro Shoe Group N.V. | ||||
| ACTION BELGIUM BVBA | |||||
| BELGIUM | Year of | BELGIUM | Year of | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| construc | construc | ||||||||||||||||||
| Province | tion - last | Gross | Occupancy | Rental | Fair value Acquisition value | Insurred | Province | tion - last | Gross | Occupancy | Rental | Fair value Acquisition value | Insurred | ||||||
| Cluster | Address | renovation Tenant | surface m2 | rate | income | value | Cluster | Address | renovation Tenant | surface m2 | rate | income | value | ||||||
| Chaussée de Tongres 269, 4000 Rocourt | Auto 5 NV | rue des Naiveux 44, 4040 Herstal | HOME KITCHENS SPRL | ||||||||||||||||
| CLUB sa | rue des Naiveux 40, 4040 Herstal | L&L Retail Belgium SA | |||||||||||||||||
| KREFEL nv | Rue des Naiveux 24B, 4040 Herstal | KRUIDVAT bvba | |||||||||||||||||
| MEDI-MARKET Parapharmacies SA | TAO Belgique SA | ||||||||||||||||||
| BDO Distribution SA | Luik-Herstal | Rue des Naiveux 20, 4040 Herstal | Fnac Vanden Borre nv | ||||||||||||||||
| Lui-Rocourt | Chaussea BRT BVBA | Rue des Naiveux 16, 4040 Herstal | |||||||||||||||||
| C&A België cv | rue de Naiveux 7, 4040 Herstal | MT - MONDIAL TEXTILES SA | |||||||||||||||||
| WELL SA | Luik | rue Arnold Delsupexhe 66A, 4040 Herstal | KREFEL nv | ||||||||||||||||
| HEMA BELGIE BVBA | JCDECAUX BILLBOARD sa | ||||||||||||||||||
| ZEB - Nationale4 NV | rue Arnold Delsupexhe 66B, 4040 Herstal | AVA PAPIERWAREN nv | |||||||||||||||||
| JBC nv | 1971 - 2001 | 6 200 | 100.00% | 782 398.01 | 9 297 843.66 6 445 718.20 5 178 978.72 | ||||||||||||||
| Burger Brands Belgium NV | Porte de Liège 7, 4342 Hognoul | LEEN BAKKER BELGIE nv | |||||||||||||||||
| 1975 - 1987 | 10 737 | 100.00% | 1 904 828.48 27 915 736.20 28 406 745.04 8 968 821.70 | POLTRONESOFA BELGIUM SA | |||||||||||||||
| Boulevard des Gérardchamps 118, 4800 Verviers | Delhaize Le Lion - De Leeuw Comm.VA | Luik-Hognoul | X²O Wallonië NV | ||||||||||||||||
| Gemeenschap Delhaize-Tom&co-LeenBakker | JUNTOO WEST-VLAANDEREN EN WALLONIE NV | ||||||||||||||||||
| ANISERCO nv | 2021 | 5 676 | 100.00% | 912 400.04 14 023 199.58 9 819 000.29 4 741 271.49 | |||||||||||||||
| LEEN BAKKER BELGIE nv | Rue de Grass, 6700 Sterpenich | Signify Belgium NV | |||||||||||||||||
| Rue Fernand Houget 6A, 4800 Verviers | BDO Distribution SA | Maisons du Monde | |||||||||||||||||
| Rue Fernand Houget 2, 4800 Verviers | DIABOLO SRL | IMPERMO - STULTJENS SA | |||||||||||||||||
| Rue Fernand Houget 3, 4800 Verviers | Lux-Arlon | EXTERIOO WEST-VLAANDEREN EN WALLONIE NV | |||||||||||||||||
| CASA INTERNATIONAL NV | ARLONSPORTS SCRL (Intersport) | ||||||||||||||||||
| Rue Fernand Houget 2/3/6, 4800 Verviers | BELCOMMA BV | X²O Wallonië NV | |||||||||||||||||
| Rue d' Anvers 6, 4800 Verviers | Régie des Bâtiments | 2018 | 11 123 | 100.00% | 1 403 036.89 20 094 084.01 20 765 128.00 9 291 254.89 | ||||||||||||||
| Rue Fernand Houget 6A, 4800 Verviers | Avenue de la Gare, 6720 Habay-la-Neuve | Carrefour Belgium SA | |||||||||||||||||
| Luik | Rue de la Station 8, 4800 Verviers | Decathlon Belgium NV | Maxi Market SPRL | ||||||||||||||||
| Matilde Solar Energy BVBA | rue de la Vallée 104, 6780 Messancy | I.L.I.S. SA | |||||||||||||||||
| MCDonald's Restaurants Belgium NV | Rue de la Ferme 108, 6780 Messancy | BDO Distribution SA | |||||||||||||||||
| Securex International | Individual peripheral |
rue de la Vallée 100, 6780 Messancy | MAKE sprl | ||||||||||||||||
| Miami Sun SPRL | properties and | Rue de la Vallée 100-108, 6780 Messancy | Blue Vision Messancy SRL | ||||||||||||||||
| ING Belgique SA | other | rue de la Vallée 106, 6780 Messancy | NUNO DOS SANTOS-MARYLINE MIRANDA | ||||||||||||||||
| Lui-Verviers | Pharmacies Populaires de Verviers et arr. SCRL | Quality meat Renmans SA | |||||||||||||||||
| Colim NV | rue de Neufchâteau 5, 6800 Libramont-Chevigny | BBK Expansion BVBA (Babykid) | |||||||||||||||||
| PRO-DUO nv | Rue de la Girafe 21, 6830 Bouillon | Omega NV (Databuild) | |||||||||||||||||
| Zanimo SPRL | Luxemburg | Rue de la Girafe 25, 6830 Bouillon | bpost SA | ||||||||||||||||
| ELECTRO AV nv | 1992 - 2008 | 10 829 | 100.00% | 837 735.78 | 9 922 429.97 11 903 146.64 9 045 671.06 | ||||||||||||||
| SND sa (Trafic) | Rue de l'Aliénau, 6800 Libramont | Burger Brands Belgium NV | |||||||||||||||||
| Menatam SA (Eggo) | MONDIAL EXPRESS SCRL | ||||||||||||||||||
| Maisons du Monde | JBC nv | ||||||||||||||||||
| Parfumerie ICI PARIS XL SA | POINT CARRE sprl | ||||||||||||||||||
| Chaussea BRT BVBA | APRIL BEAUTY BELGIUM | ||||||||||||||||||
| L&L Retail Belgium SA | Veritas NV | ||||||||||||||||||
| 3D MANAGEMENT SPRL | H&M Hennes & Mauritz SA | ||||||||||||||||||
| Lux-Libramont | |||||||||||||||||||
| JBC nv | Rue du Neufchâteau 8, 6800 Libramont | POINT CARRE sprl | |||||||||||||||||
| Delimmo SA | Rue de Libin 2a, 6800 Libramont | BRICO ARDENNE SPRL | |||||||||||||||||
| CRESCEND HOME S.A. (Ixina) | Rue de Libin 2, 6800 Libramont | KREFEL nv | |||||||||||||||||
| MAXI ZOO BELGIUM bvba | Rue de l'Aliénau, 6800 Libramont | AVA PAPIERWAREN nv | |||||||||||||||||
| Papeterie.be SPRL (Page 111) | Avenue de Bouillon 141, 6800 Libramont | LEEN BAKKER BELGIE nv | |||||||||||||||||
| KRUIDVAT bvba | Avenue de Bouillon 139c, 6800 Libramont | CASA INTERNATIONAL NV | |||||||||||||||||
| 1998 - 2013 | 37 152 | 98.36% | 3 554 884.22 53 519 101.31 50 781 121.71 31 033 777.02 | Avenue de Bouillon 139b, 6800 Libramont | |||||||||||||||
| 2006 - 2010 | 14 746 | 96.05% | 1 572 220.55 23 872 822.20 24 883 558.16 12 317 616.17 |
| Year of | Year of | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| BELGIUM | construc | BELGIUM | construc | ||||||||||||||
| tion - last | Gross | Occupancy | Rental | Insurred | tion - last | Gross | Occupancy | Rental | Insurred | ||||||||
| Province | Cluster | Address | renovation Tenant | surface m2 | rate | income | Fair value Acquisition value | value | Province Cluster |
Address | renovation Tenant | surface m2 | rate | income | Fair value Acquisition value | value | |
| avenue de France 40, 6900 Marche-en-Famenne | IMPERMO - STULTJENS SA | Rue du Cimetière, 5070 Fosses-la-Ville | Parfumerie ICI PARIS XL SA | ||||||||||||||
| avenue de France 44, 6900 Marche-en-Famenne | I X I DISTRIBUTION S.A. | JBC nv | |||||||||||||||
| avenue de France 38, 6900 Marche-en-Famenne | C&A België cv | POINT CARRE sprl | |||||||||||||||
| avenue de France 42, 6900 Marche-en-Famenne | BBK Expansion BVBA (Babykid) | CHAUSSURES MANIET SA | |||||||||||||||
| Avenue de France 32, 6900 Marche-en-Famenne | LEEN BAKKER BELGIE nv | ETABLISSEMENT SWILLE SA (Entre Parenthèse) | |||||||||||||||
| Avenue de France 34, 6900 Marche-en-Famenne | JMBA SPRL (Ixina) | Hunkemöller Belgium NV | |||||||||||||||
| Avenue de France 36, 6900 Marche-en-Famenne | CASA INTERNATIONAL NV | ACTION BELGIUM BVBA | |||||||||||||||
| Luxemburg Marche-en Famenne |
Chaussée de Liège 11, 6900 Marche-en-Famenne | BASILE FAMILY sprl | HELGA CHANTRAINE SPRL (Julie Fashion Club en Fashion club Men) | ||||||||||||||
| Rue du parc Industriel 5, 6900 Marche-en-Famenne | H&M Hennes & Mauritz SA | GTELECOM SPRL | |||||||||||||||
| HEMA BELGIE BVBA | SPV FAMILY SPRL (Okaïdi) | ||||||||||||||||
| MT - MONDIAL TEXTILES SA | POINTFOSSES SPRL | ||||||||||||||||
| ELECTRO AV nv | Pharmacie Graf-Lesoye SPRL | ||||||||||||||||
| Follow Up SPRL | Namen-Fosses | O Q.G SPRL (Brasserie) | |||||||||||||||
| Civadis SA | La-Ville | Delhaize Le Lion - De Leeuw Comm.VA | |||||||||||||||
| Rue du Parc Industriel 13, 6900 Marche-en-Famenne | HUBO BELGIE nv | Jouets BROZE SA | |||||||||||||||
| 1969 - 2013 | 15 183 | 100.00% | 1 643 926.37 24 447 612.90 18 277 422.16 12 682 650.64 | STOCK FOSSES SA | |||||||||||||
| Tienne de l'Europe, 5500 Dinant | SNC FLORENT ET CIE SCS (Chocolaterie) | ||||||||||||||||
| Tienne de l'Europe / Rue Saint Jacques, 5500 Dinant | ANISERCO nv | ||||||||||||||||
| Tienne de l'Europe 12C, 5500 Dinant | ELECTRO AV nv | Just et Oli SPRL | |||||||||||||||
| Tienne de l'Europe 5, 5500 Dinant | IMPERIAL BIJOUX SPRL | ||||||||||||||||
| Nam-Dinant | |||||||||||||||||
| Tienne de l'Europe, 5500 Dinant | CP RETAIL SA | CROQ'IN STOCK SCRI | |||||||||||||||
| Parée Pierre | PREVITI M. & C. SCRL (Traiteur Italiaans) | ||||||||||||||||
| NMD sprl | CROQ'IN SUSHI SARL | ||||||||||||||||
| C&A België cv | Namen | Favresse Marie-Hélène (schoonheidssalon) | |||||||||||||||
| 1996 - 2001 | 5 331 | 45.62% | 241 264.83 | 6 968 360.26 6 549 009.47 4 453 086.38 | BERTRAND SA (AD Delhaize) | ||||||||||||
| Campagne d'Enée, 5030 Gembloux | Menatam SA (Eggo) | Servais Alain (bloemen) | |||||||||||||||
| Campagne d'Enée 11, 5030 Gembloux | KREFEL nv | 2014 | 15 940 | 98,33% | 1 803 574.04 28 901 463.22 29 466 482.88 13 314 987.23 | ||||||||||||
| Campagne d'Enée 2, 5030 Gembloux | AVA PAPIERWAREN nv | rue de Sardanson 4, 5004 Bouge | BE OTS SRL | ||||||||||||||
| Campagne d'Enée 10, 5030 Gembloux | AUGEM SPRL | CCB Corporate SPRL (Cash Converters) | |||||||||||||||
| Nam-Gembloux | |||||||||||||||||
| Campagne d'Enée 8, 5030 Gembloux | ELECTRO AV nv | rue de Sardanson 2, 5004 Bouge | 2 HB ANS SPRL (haircare) | ||||||||||||||
| C&A België cv | |||||||||||||||||
| Campagne d'Enée 7, 5030 Gembloux | KRUIDVAT bvba | Chaussée de Louvain 261, 5004 Bouge | |||||||||||||||
| Campagne d'Enée 1, 5030 Gembloux | POINT CARRE sprl | Chaussée de Louvain 257, 5004 Bouge | MESTDAGH SA | ||||||||||||||
| DISTRILED CENTRE BVBA | rue Louis Albert 7, 5020 Champion | ||||||||||||||||
| Campagne d'Enée 5, 5030 Gembloux | LIDL | Rue Louis Albert 5-7, 5020 Champion | ZEEMAN textielSupers NV | ||||||||||||||
| 2008 - 2009 | 8 237 | 100.00% | 945 640.12 13 808 379.67 12 911 076.09 6 880 523.83 | Namen-Noord | rue Louis Albert 5, 5020 Champion | JBC nv | |||||||||||
| Ancien Rivage 73, 5020 Malonne | ANISERCO nv | rue Louis Albert 3, 5020 Champion | CHAUSSURES LACHAPELLE SA | ||||||||||||||
| Namen | |||||||||||||||||
| Individual peripheral |
Chaussée de Wavre 42B, 5030 Gembloux | Chalet Center NV | Rue Louis Albert 6A, 5020 Champion | SND sa (Trafic) | |||||||||||||
| properties and | Chaussée de Liège 539, 5100 Jambes | BRICO PLAN-IT NV | Rue Louis Albert 6, 5020 Champion | NovaSYO BVBA (bedden en matrassen) | |||||||||||||
| other | Avenue Reine Elisabeth, 5300 Andenne | NEW MTB SRL (King Jouet) | Chaussée de Louvain 562, 5020 Champion | ALDI Gembloux sa | |||||||||||||
| Avenue de la Belle Mine 24, 5300 Andenne | Fnac Vanden Borre nv | Chaussée de Louvain 564, 5020 Champion | Maisons du Monde | ||||||||||||||
| 1996 - 2021 | 17 964 | 100.00% | 1 190 508.87 27 037 080.58 23 754 052.27 15 005 673.19 | Chaussée de Louvain 564B, 5020 Champion | Le Fu SPRL | ||||||||||||
| Rue de Neuville 2, 5600 Philippeville | Euro Shoe Group N.V. | 1990 - 2012 | 14 868 | 100.00% | 1 550 013.47 23 110 568.07 19 340 706.01 12 419 525.11 | ||||||||||||
| Nam | rue de Neuville, 5600 Philippeville | C&A België cv | Avenue du Prince de Liege 115, 5100 Jambes | Fnac Vanden Borre nv | |||||||||||||
| Philippeville | ALDI Gembloux sa | Avenue Prince de Liège 117, 5100 Jambes | BELCOMMA BV | ||||||||||||||
| 1989 | 2 936 | 100.00% | 315 961.07 | 4 770 926.05 | 323 913.91 2 452 497.02 | Avenue Prince de Liège 114/120, 5100 Jambes | X²O Wallonië NV | ||||||||||
| ACTION BELGIUM BVBA | Namen-Zuid | Chaussée de Liege 519, 5100 Jambes | Burger Brands Belgium NV | ||||||||||||||
| Rue Baty des Puissances 6, 5190 Jemeppe-sur-Sambre | Chaussée de Marche 570, 5101 Erpent | KREFEL nv | |||||||||||||||
| Chaussée de Marche 586, 5101 Erpent | LOVIC S.A. | ||||||||||||||||
| Rue Baty des Puissances 10, 5190 Jemeppe-sur-Sambre | BELCOMMA BV | 1968 - 2015 | 8 523 | 100.00% | 744 238.88 13 327 481.93 13 121 719.66 7 119 425.11 | ||||||||||||
| Nam | BRICO BELGIUM nv | ||||||||||||||||
| Sambreville | rue Baty des Puissances 1, 5190 Jemeppe-sur-Sambre | BDO Distribution SA | |||||||||||||||
| Rue Baty des Puissances 12, 5190 Jemeppe-sur-Sambre | NEW MTB SRL (King Jouet) | ||||||||||||||||
| Rue Baty des Puissances, 5190 Jemeppe-sur-Sambre | Ping an 168 SPRL (kledingwinkel - Mirroir) | ||||||||||||||||
| Rue Baty des Puissances 11/2, 5190 Jemeppe-sur-Sambre | GOBREL sa | ||||||||||||||||
| Rue Baty des Puissances 27, 5190 Jemeppe-sur-Sambre | Bavarois Concept SPRL (Wok) | ||||||||||||||||
| 1992 - 2002 | 6 906 | 100.00% | 523 192.20 | 8 506 927.88 6 390 437.20 5 768 714.04 |
| BELGIUM | Year of | BELGIUM | Year of | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| construc | construc | ||||||||||||||||
| Province | Cluster | Address | tion - last renovation Tenant |
Gross surface m2 |
Occupancy rate |
Rental income |
Fair value Acquisition value | Insurred value |
Province | Cluster | Address | tion - last renovation Tenant |
Gross surface m2 |
Occupancy rate |
Rental income |
Fair value Acquisition value | Insurred value |
| Mechelsesteenweg 144, 9200 Dendermonde | MYCOR NV (Fashion Store) | Fratersplein 11, 9000 Gent | LIDL | ||||||||||||||
| Mechelsesteenweg 138 D, 9200 Dendermonde | Brusselsesteenweg 662, 9050 Gentbrugge | Slaapadvies BVBA | |||||||||||||||
| Mechelsesteenweg 136, 9200 Dendermonde | L.TORFS NV | ||||||||||||||||
| Mechelsesteenweg 140, 9200 Dendermonde | LEEN BAKKER BELGIE nv | ZEB - Wamo BVBA | |||||||||||||||
| Dendermonde | Mechelsesteenweg 138, 9200 Dendermonde | FUN BELGIUM nv | Maisstraat 3, 9060 Zelzate | JBC nv | |||||||||||||
| Mechelsestwg | Mechelsesteenweg 138, 9200 Dendermonde | Basic Fit België | Antwerpse Steenweg 71, 9080 Lochristi | MODEMAKERS FASHION nv | |||||||||||||
| Mechelsesteenweg 51, 9200 Dendermonde | KREFEL nv | Antwerpse Steenweg 73, 9080 Lochristi | |||||||||||||||
| Oude Vest 70, 9200 Dendermonde | KRUIDVAT bvba | Antwerpsesteenweg 84, 9080 Lochristi | DAMART TSD nv | ||||||||||||||
| Mechelsesteenweg 35, 9200 Dendermonde | GAM NV | AUGUSTYNS BVBA (verkoop keukens) | |||||||||||||||
| 1974 - 1991 | 13 862 | 82.54% | 1 069 369.35 18 054 058.82 8 179 029.16 11 579 194.04 | Brusselsesteenweg 75, 9090 Melle | |||||||||||||
| Stationsstraat 76, 9900 Eeklo | Verhaeghe Peter BVBA (KVIK) | Zelebaan 63/A000, 9160 Lokeren | |||||||||||||||
| Stationstraat - Krügercenter, 9900 Eeklo | DAMART TSD nv | Zelebaan 63, 9160 Lokeren | L&L Retail Belgium SA | ||||||||||||||
| Hunkemöller Belgium NV | Zelebaan 61, 9160 Lokeren | LEEN BAKKER BELGIE nv | |||||||||||||||
| HANS ANDERS BELGIE BVBA | Individual | Zelebaan 65, 9160 Lokeren | FABRIMODE nv (Bel & Bo) | ||||||||||||||
| Stationstraat 82N - Krügercenter, 9900 Eeklo | L&L Retail Belgium SA | peripheral | Zelebaan 69, 9160 Lokeren | E5 Fashion BV | |||||||||||||
| Stationstraat 82M - Krügercenter, 9900 Eeklo | ZEB - SOMNIUM NV | properties and other |
Zelebaan 67, 9160 Lokeren | Van Haren Schoenen BV | |||||||||||||
| Stationstraat 82L - Krügercenter, 9900 Eeklo | C&A België cv | Zelebaan Lot B, 9160 Lokeren | |||||||||||||||
| Stationstraat 82D - Krügercenter, 9900 Eeklo | ZEB - Savermo NV | Oosterzelesteenweg 127, 9230 Wetteren | KREFEL nv | ||||||||||||||
| Eeklo | Stationstraat 82J - Krügercenter, 9900 Eeklo | L.TORFS NV | EXTERIOO OOST-VLAANDEREN NV | ||||||||||||||
| Stationstraat 82H - Krügercenter, 9900 Eeklo | HEMA BELGIE BVBA | Oost | Grote Baan 154, 9250 Waasmunster | TDM Products Belgium bvba | |||||||||||||
| Oost | Stationstraat 82G - Krügercenter, 9900 Eeklo | Fnac Vanden Borre nv | Vlaanderen | Brusselsesteenweg 120, 9300 Aalst | Van Haren Schoenen BV | ||||||||||||
| Vlaanderen | Stationstraat 82F - Krügercenter, 9900 Eeklo | JBC nv | Gentsesteenweg 442, 9300 Aalst | CARPETLAND nv | |||||||||||||
| Stationstraat 82J - Krügercenter, 9900 Eeklo | ADL Consult BVBA | Pieter Corneliskaai 16A, 9300 Aalst | BRICO BELGIUM nv | ||||||||||||||
| Sportschool De Poorter CVBA | Brakelsesteenweg 160, 9400 Ninove | JBC nv | |||||||||||||||
| Stationstraat 82C - Krügercenter, 9900 Eeklo | LIDL | Steenweg 389, 9470 Denderleeuw | ALDI Erpe Mere nv | ||||||||||||||
| Stationstraat 82A - Krügercenter, 9900 Eeklo | ELECTRO AV nv | Provincieweg 266, 9550 Herzele | MODEMAKERS FASHION nv | ||||||||||||||
| Stationstraat 78 - Krügercenter, 9900 Eeklo | Tijdloos BVBA | Noordlaan 5, 9630 Munkzwalm | JOETRON BV | ||||||||||||||
| 1998 - 2005 | 12 199 | 100.00% | 1 516 688.26 22 494 484.24 19 746 074.25 10 190 058.30 | Kortrijksesteenweg 18, 9830 Sint-Martens-Latem | KEUKENBARON BV (FAILLIET) | ||||||||||||
| Kortrijksesteenweg 1178, 9051 Sint-Denijs-Westrem |
FUN BELGIUM nv | Puitvoetstraat 6B, 9100 Sint-Niklaas | |||||||||||||||
| Kortrijksesteenweg 1036, 9051 Sint-Denijs-Westrem | Retail Concepts NV (AS Adventure) | 1974 - 2015 | 35 278 | 100.00% | 3 104 281.45 50 399 364.36 50 649 161.48 29 468 388.94 | ||||||||||||
| Signify Belgium NV | Gentstraat 47-67, 9700 Oudenaarde | Extra Vertes BVBA | |||||||||||||||
| Kortrijksesteenweg, 9051 Sint-Denijs-Westrem | Retail Estates NV | C&A België cv | |||||||||||||||
| Kortrijksesteenweg 1038, 9051 Sint-Denijs-Westrem | GDW-Gent BV | JYSK BVBA | |||||||||||||||
| Gent-Zuid | Kortrijksesteenweg 1200, 9051 Sint-Denijs-Westrem | Fnac Vanden Borre nv | ACTION BELGIUM BVBA | ||||||||||||||
| Kortrijksesteenweg 1192B, 9051 Sint-Denijs-Westrem | KREFEL nv | Ovl-Oudenaarde | MAXI ZOO BELGIUM bvba | ||||||||||||||
| Kortrijksesteenweg 1182A, 9051 Sint-Denijs-Westrem | Slaapadvies BVBA | ELECTRO AV nv | |||||||||||||||
| Wallenkensstraat 28, 9051 Sint-Denijs-Westrem | IXINA - MATOXI BV | LIDL | |||||||||||||||
| Wallenkensstraat 24, 9051 Sint-Denijs-Westrem | L.TORFS NV | KRUIDVAT bvba | |||||||||||||||
| Wallenkensstraat 26, 9051 Sint-Denijs-Westrem | ZEB - Wamo BVBA | bpost SA | |||||||||||||||
| Kortrijksestenweg 1206, 9051 Sint-Denijs-Westrem | CARPETLAND nv | 2005 - 2014 | 8 060 | 100.00% | 602 979.25 | 8 647 279.80 7 134 533.80 6 732 672.34 | |||||||||||
| 1978 - 2003 | 14 666 | 100.00% | 1 937 479.03 29 023 434.18 20 206 031.71 12 250 790.64 |
| BELGIUM | Year of | BELGIUM | Year of | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| construc | construc | |||||||||||||||||
| tion - last | Gross | Occupancy | Rental | Fair value Acquisition value | Insurred | tion - last | Gross | Occupancy | Rental | Fair value Acquisition value | Insurred | |||||||
| Province | Cluster | Address | renovation Tenant | surface m2 | rate | income | value | Province | Cluster | Address | renovation Tenant | surface m2 | rate | income | value | |||
| Oude Heerbaan 7, 9230 Wetteren | Ruisbroeksesteenweg 2, 1600 Sint-Pieters-Leeuw | E5 Fashion BV | ||||||||||||||||
| Oude Heerbaan 5, 9230 Wetteren | BEKINTEX NV | Humaniteitslaan 10, 1601 Ruisbroek (Vl.Br.) | GOBREL sa | |||||||||||||||
| ULRIKA BVBA | Humaniteitslaan 10, 1601 Ruisbroek (Vl.Br.) | |||||||||||||||||
| De Rijcke B.V. (groothandel bloemen en planten) | Humaniteitslaan 10, 1601 Ruisbroek (Vl.Br.) | Atlantis SPRL | ||||||||||||||||
| Oosterzelesteenweg 5 bus 13, 9230 Wetteren | AMELIM NV | Humaniteitslaan 10, 1601 Ruisbroek (Vl.Br.) | ||||||||||||||||
| Oosterzelesteenweg 5 bus 12 A en 12 B, 9230 Wetteren | ATITA NV (papierwaren) | Verlengde Stallestraat 200, 1620 Drogenbos | Retail Concepts NV (AS Adventure) | |||||||||||||||
| Oosterzelesteenweg 5 bus 11, 9230 Wetteren | JBC nv | Verlengde Stallestraat 219, 1620 Drogenbos | Fnac Vanden Borre nv | |||||||||||||||
| Oosterzelesteenweg 5 bus 10, 9230 Wetteren | L.TORFS NV | Waterloosesteenweg 39, 1640 Sint | ||||||||||||||||
| Oosterzelesteenweg 5 bus 9, 9230 Wetteren | Fnac Vanden Borre nv | Genesius-Rode/Rhode-Saint-Genèse | CEMEPRO sprl (chateau d'ax) | |||||||||||||||
| Ovl-Wetteren | Oosterzelesteenweg 5 bus 8, 9230 Wetteren | Slaapadvies BVBA | Waterloosesteenweg 39, 1640 Sint | |||||||||||||||
| Oosterzelesteenweg 5 bus 7, 9230 Wetteren | Sportsdirect.com Belgium | Genesius-Rode/Rhode-Saint-Genèse | ||||||||||||||||
| Oosterzelesteenweg 5 bus 6 A, 9230 Wetteren | Veritas NV | Ninoofsesteenweg 385, 1700 Dilbeek | FABRIMODE nv (Bel & Bo) | |||||||||||||||
| Oost Vlaanderen |
Oosterzelesteenweg 5 bus 6 B, 9230 Wetteren | Caprera BVBA | Individual | Assesteenweg 66, 1740 Ternat | TDM Products Belgium bvba | |||||||||||||
| Oosterzelesteenweg 5 bus 5, 9230 Wetteren | L&L Retail Belgium SA | peripheral | Schaarbeeklei 115, 1800 Vilvoorde | ACTION BELGIUM BVBA | ||||||||||||||
| Oosterzelesteenweg 5 bus 4, 9230 Wetteren | REDISCO bvba | properties and other |
DEVOTEC BVBA | |||||||||||||||
| Oosterzelesteenweg 5 bus 3, 9230 Wetteren | Parfumerie ICI PARIS XL SA | Goudbloemstraat 2, 1800 Vilvoorde | KHARBAGH- ZAIDI | |||||||||||||||
| Goudbloemstraat 4, 1800 Vilvoorde | ZERRAD - CHTAOU | |||||||||||||||||
| Oosterzelesteenweg 5 bus 2, 9230 Wetteren | C&A België cv | Waardbeekdreef 6, 1850 Grimbergen | Van Haren Schoenen BV | |||||||||||||||
| Oosterzelesteenweg 5 bus 1, 9230 Wetteren | ZEB - Wamo BVBA | Brusselsesteenweg 4, 3020 Herent | JBC nv | |||||||||||||||
| Hoek Brusselsesteenweg-Oosterzelesteenweg, 9230 Wetteren | Brusselsesteenweg 490, 3090 Overijse | ALDI Cargovil-Zemst nv | ||||||||||||||||
| 1996 - 2008 | 25 245 | 100.00% | 1 920 432.24 28 378 277.48 26 084 511.35 21 087 631.91 | AVA PAPIERWAREN nv | ||||||||||||||
| Parklaan 50, 9100 Sint-Niklaas | GUNGO BVBA (IXINA) | KREFEL nv | ||||||||||||||||
| Sint-Niklaas | NSEKA-MASSALA A. | Vlaams Brabant |
Herseltsesteenweg 74/76, 3200 Aarschot | E5 Fashion BV | ||||||||||||||
| Parklaan 87, 9100 Sint-Niklaas | FUN BELGIUM nv | Leuvensesteenweg 168, 3290 Diest | LEEN BAKKER BELGIE nv | |||||||||||||||
| Plezantstraat 268, 9100 Sint-Niklaas | ALDI REAL ESTATE NV | Leuvensesteenweg166, 3290 Diest | KEUKENBARON BV (FAILLIET) | |||||||||||||||
| 1996 - 2008 | 5 008 | 89.34% | 562 041.83 | 8 901 602.05 5 440 289.02 4 183 278.30 | Leuvenselaan 497, 3300 Tienen | Aldi Heusden-Zolder | ||||||||||||
| Edingsesteenweg 75, 1500 Halle | Colim NV | Leuvenselaan 483, 3300 Tienen | E5 Fashion BV | |||||||||||||||
| Edingensesteenweg 75, 1500 Halle | ACTION BELGIUM BVBA | 1970 - 2004 | 25 419 | 100.00% | 3 230 893.18 43 379 192.01 35 950 802.25 21 232 977.46 | |||||||||||||
| Halle | Bergensesteenweg 162, 1500 Halle | AVEVE nv | Mechelsesteenweg 44, 1910 Kampenhout | Euro Shoe Group N.V. | ||||||||||||||
| Bergensesteenweg 460, 1600 Sint-Pieters-Leeuw | Chalet Center NV | |||||||||||||||||
| Demaeghtlaan 216-218, 1500 Halle | MAXI ZOO BELGIUM bvba | Mechelsesteenweg 46, 1910 Kampenhout | FABRIMODE nv (Bel & Bo) | |||||||||||||||
| 1964 - 2002 | 6 475 | 100.00% | 406 400.34 | 6 295 063.42 4 612 805.24 5 408 691.49 | Mechelsesteenweg 93, 1910 Kampenhout | NORDEX nv | ||||||||||||
| Tiensesteenweg 410, 3360 Korbeek-Lo | LOVANIX BVBA (Ixina) | VBr | Standaard Boekhandel NV | |||||||||||||||
| Vlaams | Tiensesteenweg 370, 3360 Korbeek-Lo | TEGEL CONCEPT BVBA | Kampenhout | Mechelsesteenweg 89 B, 1910 Kampenhout | ZEEMAN textielSupers NV | |||||||||||||
| Brabant | Tiensesteenweg 393, 3360 Korbeek-Lo | FUN BELGIUM nv | Mechelsesteenweg 91, 1910 Kampenhout | CASA INTERNATIONAL NV | ||||||||||||||
| Tiensesteenweg 1B, 3360 Korbeek-Lo | MEDI-MARKET Parapharmacies SA | DRINKS SUPPLY BV | ||||||||||||||||
| Ridderstraat 2-12, 3360 Bierbeek | MODEMAKERS FASHION nv | Swiss Sense BV | ||||||||||||||||
| Leuven-Oost | FABRIMODE nv (Bel & Bo) | Mechelsesteenweg 50, 1910 Kampenhout | MODEMAKERS FASHION nv | |||||||||||||||
| Ridderstraat 10, 3360 Bierbeek | LEEN BAKKER BELGIE nv | 1989 - 2004 | 5 640 | 100.00% | 712 492.38 10 820 079.63 4 369 039.52 4 711 200.00 | |||||||||||||
| Ridderstraat 12, 3360 Bierbeek | JUNTOO WEST-VLAANDEREN EN WALLONIE NV | Gouden Kruispunt 69, 3390 Tielt-Winge | MODEMAKERS FASHION nv | |||||||||||||||
| ACTION BELGIUM BVBA | Aarschotsesteenweg 9, 3390 Sint-Joris-Winge | LEEN BAKKER BELGIE nv | ||||||||||||||||
| L.TORFS NV | VBR-Sint-Joris Winge |
Retail Concepts NV (AS Adventure) | ||||||||||||||||
| 1987 - 1993 | 11 008 | 100.00% | 1 581 330.66 21 888 971.83 19 862 550.24 9 195 193.19 | FUN BELGIUM nv | ||||||||||||||
| Van Haren Schoenen BV | ||||||||||||||||||
| 1984 - 2011 | 8 863 | 100.00% | 1 221 287.26 18 860 331.33 18 204 880.14 7 403 433.62 |
| construc construc tion - last tion - last Gross Occupancy Rental Insurred Gross Occupancy Rental Insurred Fair value Acquisition value Fair value Acquisition value Province Province surface m2 surface m2 Cluster Address renovation Tenant rate income value Cluster Address renovation Tenant rate income value Leuvensesteenweg 375, 1930 Zaventem CARPETLAND nv Sint-Pieterskaai 20 A, 8000 Brugge HEMA BELGIE BVBA VONIKA BVBA Sint-Pieterskaai 20, 8000 Brugge Delix 88 BVBA VONIKA BVBA Sint-Pieterszuidstraat en Veemarktstraat, 8000 Brugge LIDL BC FOODS B.V. Euro Shoe Group N.V. CARE4CARS NV ADL Consult BVBA DINA BV IDEWE VZW A&CC CLEAN BV Colim NV Brugge-Noord Leuvensesteenweg 350, + 350, LEEN BAKKER BELGIE nv HUBO BELGIE nv Vlaams 1932 Sint-Stevens-Woluwe Zaventem ACTION BELGIUM BVBA Brabant Leuvensesteenweg 8, 1932 Sint-Stevens-Woluwe Bedden en Matrassen BV Omega (BWC) COOLBLUE BELGIE NV MAXI ZOO BELGIUM bvba Jozef Van Damstraat 3C, 1932 KRUIDVAT bvba ANISERCO nv Sint-Stevens-Woluwe ZEEMAN textielSupers NV Retail Partners Colruyt Group NV Sint-Pieterskaai 21, 8000 Brugge X²O WEST- EN OOST-VLAANDEREN NV ZEEMAN textielSupers NV 1965 - 2012 14 938 100.00% 1 447 832.20 22 072 554.64 21 556 884.83 12 477 997.45 KRUIDVAT bvba Ringlaan 32, 8500 Kortrijk D. Fashion NV (Giks) Leuvensesteenweg 413, 1930 Zaventem E5 Fashion BV IMETAM bvba 1967 - 1996 16 587 100.00% 1 456 331.74 20 662 442.26 20 045 305.70 13 855 438.72 L.TORFS NV AVA PAPIERWAREN nv Av de la belle Province 37-39, 1420 Braine-l'Alleud DE MAMBO B.V.B.A. Av de la belle Provence 21, 1420 Braine-l'Alleud Ringlaan 11, 8520 Kuurne Colim NV Proximus NV (Belgacom) Kortrijk-Noord Ringlaan, 8520 Kuurne Av de la belle Province 31, 1420 Braine-l'Alleud REDISCO bvba Fnac Vanden Borre nv Av de la belle Province 35, 1420 Braine-l'Alleud C&A België cv Ter Ferrants 1, 8520 Kuurne Euro Shoe Group N.V. Av de la belle Province 27, 1420 Braine-l'Alleud ANISERCO nv Ter Ferrants 3, 8520 Kuurne AVA PAPIERWAREN nv Braine l'Alleud Av de la belle Province 29, 1420 Braine-l'Alleud JUNTOO WEST-VLAANDEREN EN WALLONIE NV West Ter Ferrants 4, 8520 Kuurne BELCOMMA BV Vlaanderen Av de la belle Province 33, 1420 Braine-l'Alleud NEW MTB SRL (King Jouet) Ter Ferrants 2, 8520 Kuurne LEEN BAKKER BELGIE nv ORANGE BELGIUM NV 1987 - 2015 12 714 96.70% 1 035 077.02 15 331 971.70 10 992 680.23 10 620 247.66 Av de la belle Province 25, 1420 Braine-l'Alleud Brugsestraat 377, 8800 Roeselare BRICO BELGIUM nv CASA INTERNATIONAL NV Brugsesteenweg 508-510, 8800 Roeselare MAEBEROEK BV Rue Pierre Flamand 205, 1420 Braine-l'Alleud JOMA BV Mercury Centrum - Brugsestw 363, 8800 Roeselare BIG BAZAR NV 1989 - 2008 8 535 93.37% 828 041.81 13 924 326.37 15 180 854.39 7 129 448.94 Brugsesteenweg 524, 8800 Roeselare IMETAM bvba Roeselare Avenue Reine Astrid 4/6, 1300 Wavre BBK Expansion BVBA (Babykid) Waals BELGIAN POSTERS Brabant Rue Pont du Christ 32, 1300 Wavre Bibliopolis SPRL Brugsesteenweg 356 B, 8800 Roeselare Seats and sofas N.V. Régie d'électricité de la ville de Wavre Individual Brugsesteenweg 356 A, 8800 Roeselare Omega NV peripheral Rue des Carabiniers, 1300 Wavre properties and Brugsesteenweg 356 C, 8800 Roeselare Fnac Vanden Borre nv other Rue du Bosquet 10 en 10A, 1370 Jodoigne MD SPORT SA 1993 - 2007 12 863 100.00% 1 470 668.47 20 188 424.69 16 227 231.05 10 744 710.21 Brusselsesteenweg 551, 1410 Waterloo CARPETLAND nv Torhoutsestraat 45, 8020 Ruddervoorde MATCH sa Grand Route 49, 1435 Corbais CHAUSSURES MANIET SA Maalsesteenweg 166, 8310 Sint-Kruis MEUBELEN DE ABDIJ bvba 1958 - 2013 5 775 98.46% 526 841.48 8 688 568.54 10 232 351.02 4 823 968.09 Maalsesteenweg 255, 8310 Sint-Kruis C&A België cv Individual Chaussée de Namur 55C, 1400 Nivelles Basic Fit België Torhoutsesteenweg 610, 8400 Oostende IMETAM bvba peripheral Chaussée de Namur 55D, 1400 Nivelles SND sa (Trafic) properties and Biezenstraat 16, 8430 Middelkerke ACTION BELGIUM BVBA other Avenue de Centenaire 42, 1400 Nivelles BRICO BELGIUM nv WBr-Nivelles Rue du Tienne à deux vallées 3, 1400 Nivelles ALDI REAL ESTATE NV Koninklijke Baan 228, 8670 Koksijde Euro Shoe Group N.V. Chaussée de Namur 55A, 1400 Nivelles Jouets BROZE SA Frankrijklaan 2, 8970 Poperinge Omega (BWC) Chaussée de Namur 55B, 1400 Nivelles Menatam SA (Eggo) 1950 - 1998 8 598 100.00% 861 428.94 11 415 135.43 11 999 281.57 7 182 074.04 Chaussée de Namur, 1400 Nivelles Fnac Vanden Borre nv Gentseweg 520, 8793 Sint-Eloois-Vijve AVA PAPIERWAREN nv 1984 - 2018 9 726 100.00% 1 098 040.90 16 913 454.58 14 561 786.65 8 124 314.04 WVL-Sint-Eloois Mekowa BVBA (Gamma) Vijve Boncquet Robert BVBA 1988 4 952 80.92% 358 231.80 5 405 745.77 5 821 410.21 4 136 500.43 |
BELGIUM | Year of | BELGIUM | Year of | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| THE NETHERLANDS | Year of construc |
THE NETHERLANDS | Year of construc |
|||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Province Cluster | Address | tion - last renovation Tenant |
Gross surface m2 |
Occupancy rate |
Rental income |
Fair value Acquisition value | Insurred value |
Province Cluster | Address | tion - last renovation Tenant |
Gross surface m2 |
Occupancy rate |
Rental income |
Fair value Acquisition value | Insurred value |
|||
| Mortiereboulevard 10, 4336 RA Middelburg Mortiereboulevard 12, 4336 RA Middelburg Mortiereboulevard 14, 4336 RA Middelburg Mortiereboulevard 16, 4336 RA Middelburg Mortiereboulevard 18, 4336 RA Middelburg Mortiereboulevard 20, 4336 RA Middelburg |
Kwantum Nederland B.V. Goossens Meubelen B.V. Leen Bakker Nederland B.V. Pronto Zeeland B.V. Swiss Sense B.V. Profijt Zeeland B.V. |
Lucebertstraat 76, 3202 SW Spijkenisse Lucebertstraat 72, 3202 SW Spijkenisse Lucebertstraat 68, 3202 SW Spijkenisse Lucebertstraat 64, 3202 SW Spijkenisse Lucebertstraat 60, 3202 SW Spijkenisse Lucebertstraat 56, 3202 SW Spijkenisse |
RIVIERA MAISON B.V. Hoogenboezem Meubelen B.V. Beter Bed B.V. Jysk B.V. Kwantum Nederland B.V. Leen Bakker Nederland B.V. |
|||||||||||||||
| Zeeland | Middelburg | Mortiereboulevard 22, 4336 RA Middelburg Mortiereboulevard 24, 4336 RA Middelburg Mortiereboulevard 26, 4336 RA Middelburg Mortiereboulevard 28, 4336 RA Middelburg Mortiereboulevard 30, 4336 RA Middelburg Mortiereboulevard 32, 4336 RA Middelburg Mortiereboulevard 36, 4336 RA Middelburg Mortiereboulevard 4, 4336 RA Middelburg |
Tulp Verkoop B.V. De Badenman B.V. BCC (Elektro-Speciaalzaken) Keukenconcurrent Nederland B.V. Bruynzeel Keukens B.V. Beter Bed B.V. Blokker B.V. Media Markt Saturn Holding Nederland B.V. |
Lucebertstraat 52, 3202 SW Spijkenisse Lucebertstraat, 3202 SW Spijkenisse Lucebertstraat 48, 3202 SW Spijkenisse Lucebertstraat 44, 3202 SW Spijkenisse Lucebertstraat 38, 3202 SW Spijkenisse Lucebertstraat 34, 3202 SW Spijkenisse Lucebertstraat 36, 3202 SW Spijkenisse Lucebertstraat 30, 3202 SW Spijkenisse |
Meubelcentrum Lissabon B.V. X2O Badkamers BV Dudaco B.V Prominent Comfort Producten B.V. APS B.V. Turfpoort B.V. Carpet-Land B.V. |
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| Zuid Holland |
Naaldwijk | Hovenierstraat 127, 2671 ZP Naaldwijk Gezelstraat 11, 2671 ZP Naaldwijk Hovenierstraat 131, 2671 ZP Naaldwijk Warmoezenierstraat1, 2671 ZP Naaldwijk Hovenierstraat 129, 2671 ZP Naaldwijk Warmoezenierstraat 19, 2671 ZP Naaldwijk Warmoezenierstraat 17, 2671 ZP Naaldwijk Warmoezenierstraat 15, 2671 ZP Naaldwijk Warmoezenierstraat 13, 2671 ZP Naaldwijk Warmoezenierstraat 11, 2671 ZP Naaldwijk Gildestraat 104-106, 2671 ZP Naaldwijk Gezelstraat 7b en 9, 2671 ZP Naaldwijk Gezelstraat 7, 2671 ZP Naaldwijk Warmoezenierstraat 5+7, 2671 ZP Naaldwijk |
2006 Grando Keukens Naaldwijk V.O.F. M. Bonnet Beter Bed B.V. De Mandemakers Groep B.V. J.M.F. Jansen The Fitness Experience Naaldwijk B.V. Meubelcentrum Lissabon B.V. Leen Bakker Nederland B.V. Meubelcentrum Lissabon B.V. Roobol Woontextiel B.V. Kwantum Nederland B.V. Jysk B.V. Quartero Interior and Kitchen Naaldwijk Invest N.V. |
26 342 | 100.00% | 2 534 232.35 30 560 251.98 32 914 097.85 16 963 800.00 | Zuid Holland |
Spijkenisse | Lucebertstraat 32, 3202 SW Spijkenisse Lucebertstraat 28, 3202 SW Spijkenisse Lucebertstraat 22, 3202 SW Spijkenisse Lucebertstraat 18, 3202 SW Spijkenisse Lucebertstraat 14, 3202 SW Spijkenisse Lucebertstraat 10, 3202 SW Spijkenisse Lucebertstraat 6, 3202 SW Spijkenisse Lucebertstraat 2, 3202 SW Spijkenisse Lucebertstraat 26, 3202 SW Spijkenisse Lucebertstraat 42, 3202 SW Spijkenisse Constantstraat 4, 3202 SW Spijkenisse Constantstraat 2, 3202 SW Spijkenisse Lucebertstraat, 3202 SW Spijkenisse Constantstraat 2 TO, 3202 SW Spijkenisse Lucebertstraat, 3202 SW Spijkenisse |
SANI-DUMP B.V. De Watertuin Spijkenisse B.V. Roobol Woontextiel B.V. Lampidee B.V BCC (Elektro-Speciaalzaken) Bruynzeel Keukens B.V. Swiss Sense B.V. Wooning Keukens & Sanitair B.V. Keukenconcurrent Nederland B.V. Zon en scherm spijkenisse B.V. Rofra Meubelen Spijkenisse B.V. Infozuil Nederland |
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| Warmoezenierstraat 7, 2671 ZP Naaldwijk Warmoezenierstraat 3+5, 2671 ZP Naaldwijk Gildestraat 109-110, 2671 ZP Naaldwijk Warmoezenierstraat, 2671 ZP Naaldwijk Warmoezenierstraat 9, 2671 ZP Naaldwijk Hovenierstraat 133, 2671 ZP Naaldwijk |
IMPEGNO NEDERLAND B.V. Panorama Studios V.O.F. Troost Interieurs B.V. VINK & VINK NAALDWIJK BV Keuken Vision Naaldwijk B.V. Tsang-Chen V.O.F. 1998 - 2004 |
20 932 | 100.00% | 1 753 610.26 18 701 082.78 20 550 798.29 23 107 300.00 | Het Rietveld 10, 7321 CT Apeldoorn Het Rietveld 14, 7321 CT Apeldoorn Het Rietveld 2, 7321 CT Apeldoorn Het Rietveld 22, 7321 CT Apeldoorn Het Rietveld 26 (Gelijkvloers), 7321 CT Apeldoorn Het Rietveld 28 (Gelijkvloers), 7321 CT Apeldoorn Het Rietveld 32, 7321 CT Apeldoorn Het Rietveld 28 + 32 (1e Verdieping), |
2009 | Collins Foods Netherlands Limited Wooncentrum De Groot Apeldoorn B.V. Keuken & Bad Apeldoorn B.V. Kvik NL B.V. totaalBED B.V. Keukenconcurrent Nederland B.V. |
28 527 | 99.70% | 3 298 476.86 43 001 577.49 47 283 002.42 22 080 000.00 |
Gelderland
| 2009 | 28 527 | 99.70% | 3 298 476.86 43 001 577.49 47 283 002.42 22 080 000.00 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Het Rietveld 10, 7321 CT Apeldoorn | Collins Foods Netherlands Limited | ||||||||
| Het Rietveld 14, 7321 CT Apeldoorn | Wooncentrum De Groot Apeldoorn B.V. | ||||||||
| Het Rietveld 2, 7321 CT Apeldoorn | Keuken & Bad Apeldoorn B.V. | ||||||||
| Het Rietveld 22, 7321 CT Apeldoorn | Kvik NL B.V. | ||||||||
| Het Rietveld 26 (Gelijkvloers), 7321 CT Apeldoorn | totaalBED B.V. | ||||||||
| Het Rietveld 28 (Gelijkvloers), 7321 CT Apeldoorn | |||||||||
| Het Rietveld 32, 7321 CT Apeldoorn | Keukenconcurrent Nederland B.V. | ||||||||
| Het Rietveld 28 + 32 (1e Verdieping), 7321 CT Apeldoorn |
Wooncentrum De Groot Apeldoorn B.V. | ||||||||
| Apeldoorn | Het Rietveld 34, 7321 CT Apeldoorn | Beter Bed B.V. | |||||||
| Het Rietveld 36, 7321 CT Apeldoorn | Swiss Sense B.V. | ||||||||
| Het Rietveld 4, 7321 CT Apeldoorn | Carpet-Land B.V. | ||||||||
| Het Rietveld 40 (1e Verdieping), 7321 CT Apeldoorn |
Huus Apeldoorn BV | ||||||||
| Het Rietveld 42, 7321 CT Apeldoorn | Beter Bed B.V. | ||||||||
| Het Rietveld 44, 7321 CT Apeldoorn | X2O Badkamers BV | ||||||||
| Het Rietveld 38, 7321 CT Apeldoorn | V.O.F. Wooncentrum | ||||||||
| Het Rietveld 6, 7321 CT Apeldoorn | Kluswijs B.V. | ||||||||
| Het Rietveld 8, 7321 CT Apeldoorn | HLC Wereld B.V. | ||||||||
| 2004 - 2005 | 23 940 | 100.00% | 1 618 522.29 22 364 145.87 16 162 110.60 29 886 700.00 | ||||||
| Duiven | Nieuwgraaf 6, 6921 RJ Duiven | Leen Bakker Nederland B.V. | |||||||
| 1986 | 3 000 | 100.00% | 279 774.30 | 4 771 792.66 4 546 399.86 2 763 100.00 |
| Year of | Year of | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| THE NETHERLANDS | construc | THE NETHERLANDS | construc | |||||||||||||||
| tion - last | Gross | Occupancy | Rental | Fair value Acquisition value | Insurred | tion - last | Gross | Occupancy | Rental | Fair value Acquisition value | Insurred | |||||||
| Province Cluster | Address | renovation Tenant | surface m2 | rate | income | value | Province Cluster | Address | renovation Tenant | surface m2 | rate | income | value | |||||
| In de Cramer 146, 6412 PM Heerlen | Turfpoort B.V. | Kruisvoort 30, 4814 RZ Breda | Beter Bed B.V. | |||||||||||||||
| In de Cramer 146 A, 6412 PM Heerlen | Van den Heuvel Verlichting/Kleinmeubel B.V. | Total Provinces by Cluster |
Kruisvoort 32, 4814 RZ Breda | Brugman Keukens & Badkamers B.V. |
||||||||||||||
| In de Cramer 146 B, 6412 PM Heerlen | Keukenkampioen B.V. | Kruisvoort 34, 4814 RZ Breda | Mameho B.V. | |||||||||||||||
| In de Cramer 146 C, 6412 PM Heerlen | Bruynzeel Keukens B.V. | Kruisvoort 38, 4814 RZ Breda | Trendhopper Breda B.V. | |||||||||||||||
| In de Cramer 148, 6412 PM Heerlen | KUCHEN BOULEVARD BV | Kruisvoort 40, 4814 RZ Breda | Kwantum Nederland B.V. | |||||||||||||||
| In de Cramer 148 A-B, 6412 PM Heerlen | Nuva Keukens B.V. | Kruisvoort 42, 4814 RZ Breda | Mameho B.V. | |||||||||||||||
| In de Cramer 150, 6412 PM Heerlen | Tapijtcentrum Nederland B.V. | Kruisvoort 48, 4814 RZ Breda | Sanisale.com breda B.V. | |||||||||||||||
| In de Cramer 152, 6412 PM Heerlen | Carpet-Land B.V. | Kruisvoort 50, 4814 RZ Breda | Hoogenboezem Meubelen B.V. | |||||||||||||||
| In de Cramer 154, 6412 PM Heerlen | HACO Heerlen B.V. | Kruisvoort 52, 4814 RZ Breda | Bruynzeel Keukens B.V. | |||||||||||||||
| In de Cramer 156-158, 6412 PM Heerlen In de Cramer 160, 6412 PM Heerlen |
Lamp en Licht Heerlen B.V. Horeca Groep Heerlen B.V. |
Kruisvoort 54B, 4814 RZ Breda | Tempur Benelux Retail B.V. | |||||||||||||||
| In de Cramer 162, 6412 PM Heerlen | Prenatal moeder en kind B.V. | Kruisvoort 54A, 4814 RZ Breda | Tulp Verkoop B.V. | |||||||||||||||
| In de Cramer 164, 6412 PM Heerlen | Pronto Wonen Heerlen B.V. | Kruisvoort 56, 4814 RZ Breda | Swiss Sense B.V. | |||||||||||||||
| In de Cramer 166, 6412 PM Heerlen | Brugman Keukens & Badkamers B.V. | Kruisvoort 58, 4814 RZ Breda | De Mandemakers Groep B.V. | |||||||||||||||
| In de Cramer 168-176, 6412 PM Heerlen | Goossens Meubelen B.V. | Noord | Kruisvoort 60+62, 4814 RZ Breda | Woonexpress B.V. | ||||||||||||||
| In de Cramer 168, 6412 PM Heerlen | X2O Badkamers BV | Brabant | Kruisvoort 44, 4814 RZ Breda | Lamp en Licht Retail B.V. | ||||||||||||||
| In de Cramer 178, 6412 PM Heerlen | DMG Meubelen B.V. | Breda | Kruisvoort 46, 4814 RZ Breda | V.O.F. La Plaza | ||||||||||||||
| In de Cramer 180, 6412 PM Heerlen | Budget Home Store Heerlen B.V. | Kruisvoort 86, 4814 RZ Breda | Kvik NL B.V. | |||||||||||||||
| In de Cramer 182, 6412 PM Heerlen | Trendhopper Heerlen B.V. | Kruisvoort 88-90, 4814 RZ Breda | Leen Bakker Nederland B.V. | |||||||||||||||
| In de Cramer 184, 6412 PM Heerlen | K&D B.V. | Kruisvoort 82, 4814 RZ Breda | Carpet-Land B.V. | |||||||||||||||
| In de Cramer 186-188, 6412 PM Heerlen | Sijben Wooncenter B.V. | Kruisvoort 84, 4814 RZ Breda | Haco Breda B.V. | |||||||||||||||
| In de Cramer 190, 6412 PM Heerlen | DMG Meubelen B.V. | Kruisvoort 80, 4814 RZ Breda | JAN Hendrikx Stijlvol Wonen | |||||||||||||||
| In de Cramer 64, 6412 PM Heerlen | Fast food Boer Biet Heerlen V.O.F. | Kruisvoort 78, 4814 RZ Breda | Hoogenboezem Meubelen B.V. | |||||||||||||||
| In de Cramer 66, 6412 PM Heerlen | Leen Bakker Nederland B.V. | Kruisvoort 76, 4814 RZ Breda | Plaza Brabant B.V. | |||||||||||||||
| Heerlen | In de Cramer 68A, 6412 PM Heerlen | Woonmekka B.V. | Kruisvoort 74, 4814 RZ Breda | |||||||||||||||
| In de Cramer 68, 6412 PM Heerlen | Knibbeler Meubel B.V. | Kruisvoort 72, 4814 RZ Breda | Sedere B.V. | |||||||||||||||
| In de Cramer 70, 6412 PM Heerlen | Kwantum Nederland B.V. | Kruisvoort 70, 4814 RZ Breda | Vloer het Zelf Breda II B.V. | |||||||||||||||
| In de Cramer 74, 6412 PM Heerlen | Seats and Sofas B.V. | Kruistvoort, 4814 RZ Breda | McDonald's Nederland B.V. | |||||||||||||||
| NL Limburg | In de Cramer 76, 6412 PM Heerlen | Woonsquare B.V. | Kruisvoort 68, 4814 RZ Breda | Grando Retail B.V. | ||||||||||||||
| In de Cramer 78B, 6412 PM Heerlen | DFS trading Limited | 1995 - 1996 | 40 091 | 100.00% | 4 537 299.00 61 498 701.31 62 873 500.95 44 085 400.00 | |||||||||||||
| In de Cramer 80, 6412 PM Heerlen | Jysk B.V. | |||||||||||||||||
| In de Cramer 78, 6412 PM Heerlen | Pets place Retail B.V. | |||||||||||||||||
| In de Cramer 78C, 6412 PM Heerlen | Sanisale.com | |||||||||||||||||
| In de Cramer 82, 6412 PM Heerlen | Praxis Vastgoed B.V. | |||||||||||||||||
| In de Cramer 84, 6412 PM Heerlen | Bufkes Nederland B.V. | |||||||||||||||||
| In de Cramer 86-88-90, 6412 PM Heerlen | Babypark Kesteren B.V. | |||||||||||||||||
| In de Cramer 92, 6412 PM Heerlen | Casa Nederland BV | |||||||||||||||||
| In de Cramer 94 - 96, 6412 PM Heerlen | Gorissen Keukens V.O.F. | |||||||||||||||||
| In de Cramer 96A, 6412 PM Heerlen | ||||||||||||||||||
| In de Cramer 98, 6412 PM Heerlen | Nederlands slaapcentrum BV | |||||||||||||||||
| In de Cramer 98 A + 100 (deel), 6412 PM Heerlen | De Badenman B.V. | |||||||||||||||||
| In de Cramer 100, 6412 PM Heerlen | Sawiday netherlands B.V. | |||||||||||||||||
| In de Cramer 102, 6412 PM Heerlen | ||||||||||||||||||
| In de Cramer 102A, 6412 PM Heerlen | Beter Bed B.V. | |||||||||||||||||
| In de Cramer 104, 6412 PM Heerlen | ||||||||||||||||||
| In de Cramer 106, 6412 PM Heerlen | Swiss Sense B.V. | |||||||||||||||||
| In de Cramer 106A, 6412 PM Heerlen | Tempur Sealy Benelux B.V. | |||||||||||||||||
| In de Cramer 108, 6412 PM Heerlen | Blokker B.V. | |||||||||||||||||
| In de Cramer, 6412 PM Heerlen | Tuincentrum Heerlen B.V. | |||||||||||||||||
| 1991 - 2004 | 81 676 | 100.00% | 8 322 626.73 113 939 365.41 116 240 351.51 76 498 100.00 | |||||||||||||||
| Pontonniersweg 19, 6219 PK Maastricht | Beter Bed B.V. | |||||||||||||||||
| Belvédèrelaan 80, 6219 PK Maastricht | ||||||||||||||||||
| Maastricht | Pontonniersweg 17, 6219 PK Maastricht Belvédèrelaan 82, 6219 PK Maastricht |
Carpet-Land B.V. Jysk B.V. |
||||||||||||||||
| Belvédèrelaan 86, 6219 PK Maastricht | Kwantum Nederland B.V. | |||||||||||||||||
| Belvédèrelaan 84, 6219 PK Maastricht | Leen Bakker Nederland B.V. |
| THE NETHERLANDS | Year of | THE NETHERLANDS | Year of | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| construc | construc | |||||||||||||||||
| Province Cluster | Den Bosch | Address Goudsmidstraat 5-7, 5232 BT 's Hertogenbosch Balkweg 13, 5232 BT 's Hertogenbosch Balkweg 21-23, 5232 BT 's Hertogenbosch Balkweg 25-27, 5232 BT 's Hertogenbosch Balkweg 29, 5232 BT 's Hertogenbosch Balkweg 31, 5232 BT 's Hertogenbosch Balkweg 33, 5232 BT 's Hertogenbosch Balkweg 37, 5232 BT 's Hertogenbosch Balkweg 39, 5232 BT 's Hertogenbosch Balkweg 41, 5232 BT 's Hertogenbosch Reitscheweg 2, 5232 BT 's Hertogenbosch Reitscheweg 4, 5232 BT 's Hertogenbosch Reitscheweg 6, 5232 BT 's Hertogenbosch Reitscheweg 8, 5232 BT 's Hertogenbosch Reitscheweg 10, 5232 BT 's Hertogenbosch Reitscheweg 12, 5232 BT 's Hertogenbosch Reitscheweg 14, 5232 BT 's Hertogenbosch Reitscheweg 16, 5232 BT 's Hertogenbosch Reitscheweg 20, 5232 BT 's Hertogenbosch Tinnegieterstraat 29, 5232 BT 's Hertogenbosch Tinnegieterstraat 25, 5232 BT 's Hertogenbosch Tinnegieterstraat 27, 5232 BT 's Hertogenbosch Tinnegieterstraat 2 + 12, 5232 BT 's Hertogenbosch Tinnegieterstraat 24, 5232 BT 's Hertogenbosch Tinnegieterstraat 22, 5232 BT 's Hertogenbosch Tinnegieterstraat 28-32, 5232 BT 's Hertogenbosch |
tion - last renovation Tenant HACO Den Bosch BV Praxis Vastgoed B.V. Beter Bed B.V. DMG Meubelen B.V. Bruynzeel Keukens B.V. Van der Garde Buitenleven B.V. Carpet-Land B.V. Kwantum Nederland B.V. Q1 Sanitair Den Bosch BV Boro Horeca BV Ernes Den Bosch BV Jysk B.V. Goossens Meubelen B.V. Hoogenboezem Meubelen B.V. Prenatal moeder en kind B.V. Pronto Wonen Den Bosch BV Leen Bakker Nederland B.V. Collins Foods Netherlands Limited Swiss Sense B.V. Uitgerust 's-Hertogenbosch BV KWIZZLER B.V. De Mandemakers Groep B.V. Subway Vof X2O Badkamers BV |
surface m2 Brugman Keukens & Badkamers B.V. Media Markt Saturn Holding Nederland B.V. |
Gross Occupancy rate |
Rental income |
Fair value Acquisition value | Insurred value |
Noord Holland |
Province Cluster Cruquius |
Address Cruquiusplein 4, 2142 EV Cruquius Cruquiusplein 6, 2142 EV Cruquius Cruquiusplein 10, 2142 EV Cruquius Cruquiusplein 12, 2142 EV Cruquius Cruquiusplein 16, 2142 EV Cruquius Cruquiusplein 18-20, 2142 EV Cruquius Cruquiusplein 22, 2142 EV Cruquius Cruquiusplein 24, 2142 EV Cruquius Cruquiusplein 26, 2142 EV Cruquius Cruquiusplein 28-30, 2142 EV Cruquius Cruquiusplein 32, 2142 EV Cruquius Cruquiusplein 34, 2142 EV Cruquius Cruquiusplein 36, 2142 EV Cruquius Cruquiusplein 38, 2142 EV Cruquius Cruquiusplein 40, 2142 EV Cruquius Cruquiusplein 42, 2142 EV Cruquius Cruquiusplein 44, 2142 EV Cruquius Cruquiusplein 46, 2142 EV Cruquius Cruquiusplein 48, 2142 EV Cruquius Cruquiusplein 50, 2142 EV Cruquius Cruquiusplein 52, 2142 EV Cruquius Cruquiusplein 54, 2142 EV Cruquius Cruquiusplein 56, 2142 EV Cruquius Spaarneweg 44, 2142 EV Cruquius Spaarneweg 46, 2142 EV Cruquius Cruquiuszoom 13-15, 2142 EV Cruquius |
tion - last renovation Tenant |
Turfpoort B.V. Jysk B.V. Media Markt Saturn Holding Nederland B.V. Twin Sport Cruquius B.V. La Place Food B.V. Van den Heuvel Verlichting/Kleinmeubel B.V. De Badenman B.V. Nijman International B.V. Roobol Woontextiel B.V. Bruynzeel Keukens B.V. Swiss Sense B.V. HACO Cruquius BV De MandemakersGroep Holding B.V. (DMG) De Bommel Groep B.V. Kwantum Nederland B.V. Carpet-Land B.V. Beter Bed B.V. Keukenkampioen B.V. Van Bemmel en Kroon Keukens BV Leen Bakker Nederland B.V. Van 't Hoeft verlichting v.o.f. Mirck Verf- en behanghandel v.o.f. Goedhart Bouwmarkt Cruquius B.V. D.H.Z. Center Cruquius B.V. (Praxis) ACTION EVENTS B.V. |
Gross surface m2 |
Occupancy rate |
Rental income |
Fair value Acquisition value | Insurred value |
| Noord Brabant |
Goudsmidstraat 23, 5232 BT 's Hertogenbosch | CL Keukens t.h.o.d.n. Keukensale.com | Cruquiuszoom 13-15, 2142 EV Cruquius | |||||||||||||||
| Goudsmidstraat 11, 5232 BT 's Hertogenbosch Goudsmidstraat 23, 5232 BT 's Hertogenbosch |
Beter Bed B.V. Hoefnagels-de Wit VOF |
Cruquiuszoom 45, 2142 EV Cruquius | 2002 - 2009 | 41 734 | 99.83% | 5 277 350.66 74 101 008.78 74 218 618.72 45 788 400.00 | ||||||||||||
| Balkweg, 5232 BT 's Hertogenbosch | Hollantlaan 18, 3526 AR Utrecht | Leen Bakker Nederland B.V. | ||||||||||||||||
| 1977 - 2017 | 52 995 100.00% |
4 869 399.09 66 870 795.88 68 576 442.32 68 805 800.00 | Hollantlaan 26, 3526 AM Utrecht | N.T.U. Utrecht B.V. | ||||||||||||||
| Oostplein 1, 4706 NL Roosendaal | OVS GARDEN B.V. | Utrecht cl | Hollantlaan 28, 3526 AM Utrecht | SANI-DUMP B.V. | ||||||||||||||
| Oostplein 11, 4706 NL Roosendaal | CS Keukens h.o.d.n. Keukensale.com | Kaap de Goede Hooplaan 7 - 7a, 3526 AM Utrecht | F. Schimmel Beheer B.V. | |||||||||||||||
| Oostplein 13, 4706 NL Roosendaal | CREEBSBURG KEUKENS B.V. | Kaap de Goede Hooplaan 7, 3526 AM Utrecht | RpG Vastgoed BV | |||||||||||||||
| Oostplein 15, 4706 NL Roosendaal | Beter Bed B.V. | 1990 | 7 408 | 100.00% | 793 212.79 10 665 808.43 10 654 123.42 7 513 200.00 | |||||||||||||
| Oostplein 15, 4706 NL Roosendaal | Utrecht | Einsteinnlaan 1, 3902 HN Veenendaal | Wooncentrum Veenendaal B.V. | |||||||||||||||
| Roosendaal | Oostplein 15a, 4706 NL Roosendaal | Roobol Woontextiel B.V. | Einsteinnlaan 1 - 3, 3902 HN Veenendaal | |||||||||||||||
| Oostplein 1A, 4706 NL Roosendaal | Sep-Ziani VOF | Einsteinlaan 1, 3902 HN Veenendaal | De Dromenmaker Veenendaal B.V. | |||||||||||||||
| Oostplein 3, 4706 NL Roosendaal | SANI4ALL ROOSENDAAL B.V. | Veenendaal | Bouman vloerservice V.O.F. | |||||||||||||||
| Oostplein 5, 4706 NL Roosendaal | A-MEUBEL B.V. | CIGNAL INFRASTRUCTURE NETHERLANDS BV | ||||||||||||||||
| Oostplein 7, 4706 NL Roosendaal | Kwantum Nederland B.V. | Vodafone Libertel B.V. | ||||||||||||||||
| Oostplein 9, 4706 NL Roosendaal | Jysk B.V. | 2005 | 18 455 | 100.00% | 1 378 406.55 | 9 275 359.83 12 589 604.26 27 974 100.00 | ||||||||||||
| 1993 - 2021 | 11 920 100.00% |
980 686.27 13 679 174.31 13 106 259.71 9 730 500.00 | ||||||||||||||||
| Pieter Ghijsenlaan 22A, 1506 PV Zaandam | V.O.F. Beddenspeciaalzaak De Bedstee | |||||||||||||||||
| Pieter Ghijsenlaan 22B, 1506 PV Zaandam | V.O.F. Nils Home Store | |||||||||||||||||
| Pieter Ghijsenlaan 18A+18B, 1506 PV Zaandam | Keukenloods B.V. | |||||||||||||||||
| Pieter Ghijsenlaan 22, 1506 PV Zaandam | Licht Plaza B.V. | |||||||||||||||||
| Zaandam | Pieter Ghijsenlaan 20, 1506 PV Zaandam | Brugman Keukens & Badkamers B.V. | ||||||||||||||||
| Pieter Ghijsenlaan 16C, 1506 PV Zaandam | Haco Zaandam B.V. | |||||||||||||||||
| Pieter Ghijsenlaan 16 A, 1506 PV Zaandam | Swiss Sense B.V. | |||||||||||||||||
| Pieter Ghijsenlaan 16 B, 1506 PV Zaandam | Lamp en Licht Zaandam B.V. | |||||||||||||||||
| Pieter Ghijsenlaan 16 D, 1506 PV Zaandam | SANI-DUMP B.V. |
2001 14 533 100.00% 1 064 591.55 13 607 804.95 13 418 659.77 16 620 300.00
| number of properties per company | 31.03.2022 |
|---|---|
| Retail Estates | 705 |
| Retail Warehousing Invest | 27 |
| Finsbury Properties | 0 |
| Distriland NV | 10 |
| Breda I Invest | 16 |
| Breda II Invest | 12 |
| Cruquius Invest | 28 |
| Heerlen I Invest | 22 |
| Heerlen II Invest | 26 |
| Naaldwijk Invest | 20 |
| Osbroek Invest | 28 |
| Retail Estates Middelburg Invest | 14 |
| Retail Estates Nederland | 36 |
| Spijkenisse Invest | 28 |
| Zaandam Invest | 15 |
| total number of properties | 987 |
This report covers 358 properties which are part of the real estate portfolio of Retail Estates nv and its subsidiaries.
"We have the pleasure of providing you with our valuation as of 31 March 2022, which covers the portfolio of Retail Estates and Distri-Land. We confirm that we carried out this task as an independent expert.
We also confirm that our valuation was carried out in accordance with national and international standards and their application procedures, including in the field of valuation of Belgian Real Estate Investment Trusts (BE-REITs). (According to the current conclusions. We reserve the right to review our valuation in case of modified conclusions).
Fair value is defined as the estimated amount for which an asset could be exchanged between knowledgeable, willing parties in an arm's length transaction. This definition corresponds to our definition of market value.
The sale of a building is in theory subject to transfer duties collected by the government. The amount depends on the manner of transfer, the profile of the purchaser and the geographical location of the building. On the basis of a representative sample of the properties on the Belgian market, the average transaction cost has been found to equal 2.50% (for buildings with a value higher than €2,500,000 over the 2013, 2014, 2015 and Q1 2016 period).
In case of buildings with a value higher than € 2,500,000, we determine the sales value (excluding costs corresponding to the fair value as set by the international accounting standard IAS 40) by subtracting 2.50% from the investment value for transaction costs. The different properties are regarded as a portfolio in this context.
Our "investment value" is based on a capitalisation of the adjusted market rental value, taking into account possible corrections like vacancy, step-rents, rent-free periods, etc. If the market rent is higher than the current rent, this adjusted market rent is determined by taking 60% of the gap between the market rent and the current rent. This amount is then added to the current rent. If the current rent is higher than the market rent, the adjusted market rent equals the market rent.
The cap rate depends on current output on the investment market, taking into account the location, the suitability of the site, the quality of the tenant and the building at the moment of the valuation.
The portfolio of Retail Estates NV (incl. Tongeren) has an investment value of €588.66 million (incl. corrections) and a fair value of €574.31 million as per 31.03.2022. The investment value decreased by 0.57% versus the previous quarter. This gives a 6.30% yield for Retail Estates.
The portfolio of Immobilière Distri-Land NV has an investment value of €20.02 million (incl. corrections) and a fair value of €19.53 million as per 31.03.2022. The investment value increased by 1.42% versus the previous quarter. This gives a 7.12% yield for Immobilière Distri-Land NV.
The CBRE report was published on 31 March 2022 and covers 384 real estate properties belonging to Retail Estates nv and its subsidiaries. The investment value of these real estate properties is estimated at €670.08 million and the fair value at €653.74 million. These properties account for a rental income of €43.86 million, which represents a gross yield of 6.55%.
The Stadim report was published on 31 March 2022 and covers a semi-logistics complex. The investment value of these real estate properties is estimated at € 5.34 million and the fair value at €5.21 million. These properties account for a rental income of €0.34 million, which represents a gross yield of 6.39%.
The Cushman & Wakefield report was published on 31 March 2022 and covers 194 real estate properties belonging to Retail Estates nv and its subsidiaries. The investment value of these real estate properties is estimated at € 434.23 million and the fair value at € 401.70 million. These properties account for a rental income of € 29.82 million, which represents a gross yield of 6.87%.
The CBRE report was published on 31 March 2022 and covers 32 real estate properties belonging to Retail Estates nv and its subsidiaries. The investment value of these real estate properties is estimated at €54.60 million and the fair value at €50.09 million. These properties represent a rental income of €4.34 million, or a gross yield of 7.96%.
The Colliers report was published on 31 March 2022 and covers 19 real estate properties belonging to Retail Estates nv and its subsidiaries. The investment value of these real estate properties is estimated at € 4.58 million and the fair value at €41.23 million. These properties account for a rental income of €3.35 million, which represents a gross yield of 7.51%.
| INCOME STATEMENT (in €000) | Notes | 31.03.2022 | 31.03.2021 |
|---|---|---|---|
| Rental income | 1 | 115 773 | 102 604 |
| Rental related expenses | 2 | -194 | -2 202 |
| Net rental income | 115 579 | 100 402 | |
| Recovery of property expenses | |||
| Recovery of rental charges and taxes normally payable by tenants on let properties |
3 | 11 963 | 10 599 |
| Rental charges and taxes normally payable by tenants on let properties | 4 | -13 953 | -12 167 |
| Other rental related income and expenses | -86 | -95 | |
| Property result | 113 504 | 98 738 | |
| Technical costs | 5 | -5 032 | -2 280 |
| Commercial costs | 6 | -1 027 | -509 |
| Charges and taxes on unlet properties | 7 | -427 | -867 |
| Property management costs | 8 | -3 629 | -3 217 |
| Other property costs | 9 | -410 | -6 |
| Property costs | -10 524 | -6 877 | |
| Operating property result | 102 980 | 91 861 | |
| Operating corporate costs | 10 | -6 050 | -6 123 |
| Other current operating income and expenses | |||
| Operating result before result on portfolio | 96 930 | 85 737 | |
| Result on disposals of investment properties | 11 | 334 | 825 |
| Result on sales of other non-financial assets | |||
| Changes in fair value of investment properties | 12 | 23 083 | -5 963 |
| Other result on portfolio | -1 321 | 992 | |
| Operating result | 119 026 | 81 592 | |
| Financial income | 13 | 248 | 232 |
| Net interest charges | 14 | -18 485 | -20 592 |
| Changes in the fair value of financial assets and liabilities | 35 | 34 476 | 2 674 |
| Other financial charges | 15 | -81 | -70 |
| INCOME STATEMENT (in €000) | Notes | 31.03.2022 | 31.03.2021 |
|---|---|---|---|
| Financial result | 16 158 | -17 757 | |
| Share in the result of associated companies and joint ventures | -10 | 0 | |
| Result before taxes | 135 174 | 63 835 | |
| Taxes | 16 | -3 337 | -2 399 |
| Net result | 131 837 | 61 436 | |
| Attributable to: | |||
| Shareholders of the Group | 131 837 | 61 436 | |
| Minority interests | |||
| Note: | |||
| EPRA earnings (share Group)1 | 75 265 | 62 908 | |
| Result on portfolio | 22 096 | -4 146 | |
| Changes in fair value of financial assets and liabilities | 34 476 | 2 674 | |
| RESULT PER SHARE | Notes | 31.03.2022 | 31.03.2021 |
| Attributable to: |
|---|
| Minority interests |
| Note: |
| Number of ordinary shares in circulation | |
|---|---|
| Weighted average number of shares | |
| Net profit per ordinary share (in $\epsilon$ ) 2 | |
| Diluted net profit per share (in $\xi$ ) | |
| Number of ordinary shares in circulation | 17 | 13 226 452 | 12 665 763 |
|---|---|---|---|
| Weighted average number of shares | 17 | 12 893 111 | 12 652 011 |
| Net profit per ordinary share (in €)2 | 10.23 | 4.86 | |
| Diluted net profit per share (in €) | 10.23 | 4.86 |
1 The EPRA earnings is calculated as follows: net result excluding changes in fair value of investment properties, exclusive the result on disposal of investment properties and exclusive changes in fair value of financial assets and liabilities.
2 The net profit per ordinary share is calculated as follows: the net result divided by the weighted average number of shares.
| Statement of the comprehensive result (in €000) | 31.03.2022 | 31.03.2021 |
|---|---|---|
| Net result | 131 837 | 61 436 |
| Other components of the comprehensive result, recyclable in income statements: | ||
| Impact on the fair value of estimated transaction rights and costs resulting from the hypothetical disposal of investment properties |
0 | 0 |
| Changes in the fair value of authorised hedging instruments qualifying for hedge accounting as defined by IFRS |
2 074 | 1 233 |
| COMPREHENSIVE RESULT | 133 911 | 62 669 |
| ASSETS (in €000) | Notes | 31.03.2022 | 31.03.2021 |
|---|---|---|---|
| Non-current assets | 1 792 078 | 1 728 673 | |
| Goodwill | |||
| Intangible non-current assets | 20 | 4 030 | 1 553 |
| Investment properties3 | 21 | 1 759 879 | 1 717 245 |
| Other tangible non-current assets | 20 | 6 440 | 6 426 |
| Financial non-current assets | 35 | 16 120 | |
| Finance lease receivables | 35 | 1 030 | 1 030 |
| Trade receivables and other non-current assets | 2 839 | 2 418 | |
| Deferred taxes | 1 402 | 2 413 | |
| Other | 1 437 | 5 | |
| Participations in associated companies and joint ventures | 41 | 1 740 | |
| Current assets | 20 151 | 34 335 | |
| Non-current assets or groups of assets held for sale | 22 | 11 807 | 7 931 |
| Trade receivables | 23 | 2 067 | 6 837 |
| Tax receivables and other current assets | 24 | 2 132 | 13 328 |
| Cash and cash equivalents | 25 | 1 483 | 3 681 |
| Deferred charges and accrued income | 26 | 2 663 | 2 558 |
| TOTAL ASSETS | 1 812 228 | 1 763 008 |
3 Including project developments (IAS 40).
| SHAREHOLDERS' EQUITY AND LIABILITIES (in €000) | Notes | 31.03.2022 | 31.03.2021 |
|---|---|---|---|
| Shareholders' equity | 920 980 | 808 223 | |
| Shareholders' equity attributable to the shareholders of the parent company | 920 980 | 808 223 | |
| Capital | 27 | 289 179 | 276 526 |
| Issue premiums | 28 | 339 798 | 316 792 |
| Reserves | 160 166 | 153 469 | |
| Net result of the financial year | 131 837 | 61 436 | |
| Minority interests | |||
| Liabilities | 891 248 | 954 785 | |
| Non-current liabilities | 764 789 | 790 333 | |
| Provisions | |||
| Non-current financial debts | 34/35 | 763 982 | 765 117 |
| Credit institutions | 584 594 | 587 324 | |
| Long term financial lease | 4 159 | 2 706 | |
| Bonds | 175 229 | 175 087 | |
| Other non-current financial liabilities | 29/35 | 0 | 25 216 |
| Deferred taxes | 29 | 807 | 0 |
| Current liabilities | 126 459 | 164 452 | |
| Current financial debts | 34/35 | 101 730 | 129 680 |
| Credit institutions | 101 730 | 99 683 | |
| Bonds | 0 | 29 997 | |
| Short term financial lease | 0 | 0 | |
| Trade debts and other current debts | 30 | 17 787 | 24 352 |
| Exit tax | 31 | 391 | 399 |
| Other | 30 | 17 396 | 23 953 |
| Other current liabilities | 32 | 1 771 | 705 |
| Accrued charges and deferred income | 33 | 5 171 | 9 715 |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 1 812 228 | 1 763 008 | |
| DEBT RATIO | 31.03.2022 | 31.03.2021 | |
| Debt ratio4 | 36 | 49.15% | 52.18% |
|---|---|---|---|
4 The debt ratio is calculated as follows: liabilities (excluding provisions, accrued charges and deferred income, financial instruments and deferred taxes), divided by the total assets (excluding hedging instruments).
| STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (in €000) | Capital ordinary shares |
Unavailable issue | premiums Available issue premiums | Net result of the financial year |
TOTAL Shareholders' Equity |
|
|---|---|---|---|---|---|---|
| Balance according to IFRS on 31 March 2020 | 275 767 | 315 409 | - | 149 713 | 58 098 | 798 988 |
| - Net appropriation of profits 2020-2021 | ||||||
| - Transfer of portfolio result to reserves | -5 481 | 5 481 | - | |||
| - Transfer changes in fair value of authorised hedging instruments | -6 216 | 6 216 | - | |||
| - Transfer of EPRA earnings to reserves | 14 221 | -14 221 | - | |||
| - Reclassification between reserves | - | |||||
| - Dividends of the financial year 2019-2020 | -55 574 | -55 574 | ||||
| - Capital increase | - | |||||
| - Capital increase through contribution in kind | 795 | 1 382 | 2 177 | |||
| - Costs of capital increase | -37 | -37 | ||||
| - Increase in shareholders' equity as a result of mergers | - | |||||
| - Other | - | |||||
| - Comprehensive result 31/03/2021 | 1 233 | 61 436 | 62 669 | |||
| Balance according to IFRS on 31 March 2021 | 276 526 | 316 791 | - | 153 469 | 61 436 | 808 223 |
| - Net appropriation of profits 2021-2022 | - | |||||
| - Transfer of portfolio result to reserves | -4 971 | 4 971 | - | |||
| - Transfer changes in fair value of authorised hedging instruments | 2 677 | -2 677 | - | |||
| - Transfer of EPRA earnings to reserves | 6 734 | -6 734 | - | |||
| - Reclassification between reserves | 37 | -1 382 | 1 345 | - | ||
| - Dividends of the financial year 2020-2021 | -56 996 | -56 996 | ||||
| - Capital increase | - | |||||
| - Capital increase through contribution in kind | 12 616 | 23 044 | 35 660 | |||
| - Costs of capital increase | - | |||||
| - Other | 185 | 185 | ||||
| - Comprehensive result 31/03/2022 | 2 074 | 131 837 | 133 911 | |||
| Balance according to IFRS on 31 March 2022 | 289 179 | 315 410 | 24 389 | 160 166 | 131 837 | 920 980 |
| * Detail of the reserves (in €000) | Legal reserve | Reserve for the positive/ negative balance of changes in the fair value of real estate properties |
Available reserves | Impact on the fair value of estimated transfer rights and costs resulting from the hypothetical disposal of investment properties |
Changes in the effective part of the fair value of authorised hedging instruments qualifying for hedge accounting as defined by IFRS |
Changes in the effective part of the fair value of authorised hedging instru ments are not subjected to qualify for hedge accoun ting as defined by IFRS |
Results carried forward from previous financial years |
TOTAL |
|---|---|---|---|---|---|---|---|---|
| Balance according to IFRS on 31 March 2020 | 62 | 143 037 | 17 491 | -51 172 | -2 739 | -20 629 | 63 662 | 149 713 |
| - Net appropriation of profits 2020-2021 | ||||||||
| - Transfer of portfolio result to reserves | 730 | -6 211 | -5 481 | |||||
| - Transfer changes in fair value of authorised hedging instruments |
-6 216 | -6 216 | ||||||
| - Transfer of EPRA earnings to reserves | 14 221 | 14 221 | ||||||
| - Reclassification between reserves | 18 | 590 | -590 | 195 | -213 | - | ||
| - Capital increase through contribution in kind | - | |||||||
| - Costs of capital increase | - | |||||||
| - Increase in shareholders' equity as a result of mergers | - | |||||||
| - Other | - | |||||||
| - Comprehensive result 31/03/2021 | 513 | 720 | 1 233 | |||||
| Balance according to IFRS on 31 March 2021 | 80 | 144 358 | 16 899 | -57 188 | -2 226 | -26 126 | 77 670 | 153 469 |
| - Net appropriation of profits 2021-2022 | ||||||||
| - Transfer of portfolio result to reserves | 10 190 | -15 161 | -4 971 | |||||
| - Transfer changes in fair value of authorised hedging instruments |
2 677 | 2 677 | ||||||
| - Transfer of EPRA earnings to reserves | 6 734 | 6 734 | ||||||
| - Reclassification between reserves | 7 | 3 161 | -3 161 | 1 431 | - | -1 438 | - | |
| - Capital increase through contribution in kind | - | |||||||
| - Costs of capital increase | - | |||||||
| - Other | 185 | 185 | ||||||
| - Comprehensive result 31/03/2022 | 1 831 | 243 | 2 074 | |||||
| Balance according to IFRS on 31 March 2022 | 87 | 157 709 | 13 738 | -70 918 | -396 | -23 205 | 83 151 | 160 166 |
| CASH-FLOW STATEMENT (in €000) | Notes | 31.03.2022 | 31.03.2021 |
|---|---|---|---|
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE FINANCIAL YEAR |
3 681 | 98 082 | |
| 1. Cash-flow from operating activities | 81 170 | 62 320 | |
| Operating result | 119 026 | 81 592 | |
| Interest paid | -17 625 | -19 141 | |
| Interest received | 50 | 50 | |
| Corporate taxes paid | -4 124 | -2 962 | |
| Corporate taxes received | 35 | 82 | |
| Variaties in de reële waarde van financiële activa en passiva | 34 476 | ||
| Other | -2 | 1 815 | |
| Non-cash elements to be added to / deducted from the result: | -55 392 | 4 061 | |
| * Depreciations and impairments | |||
| - Depreciations / Impairments (or write-backs) | |||
| on tangible and intangible assets | 20 | 707 | 407 |
| - Depreciations / Impairments (or write-backs) on trade receivables | 2 | 144 | 2 149 |
| * Other non-cash elements | |||
| - Changes in the fair value of investment properties | 12 | -23 112 | 5 963 |
| - Profit on disposal of investment properties | 11 | -334 | -825 |
| - Other result on portfolio | 1 321 | -992 | |
| - Changes in the fair value of financial assets and liabilities | -34 261 | -2 508 | |
| - Costs of issuing bond loans | 145 | -132 | |
| 0 | |||
| * Other | |||
| Change in working capital requirements: | 4 725 | -3 177 | |
| * Movement of assets | |||
| - Trade receivables and other receivables | 23 | 4 626 | -3 299 |
| - Tax receivables and other current assets | 24 | 11 196 | -7 638 |
| - Deferred charges and accrued income | 26 | -105 | -799 |
| - Long-term assets | 0 | ||
| * Movement of liabilities | |||
| - Trade debts and other current debts | 30/31 | -6 565 | 8 160 |
| - Other current liabilities | 32 | 116 | -110 |
| - Accrued charges and deferred income | 33 | -4 544 | 510 |
| CASH-FLOW STATEMENT (in €000) | Notes | 31.03.2022 | 31.03.2021 |
|---|---|---|---|
| 2. Cash-flow from investment activities | 2 965 | -66 412 | |
| Purchase of intangible assets | 20 | -2 688 | -497 |
| Purchase of investment properties and assets held for sale | 21 | -24 980 | -106 741 |
| Disposal of investment properties and assets held for sale | 21 | 37 774 | 43 278 |
| Acquisition of shares of real estate companies | 0 | -2 250 | |
| Disposal of shares of real estate companies | 0 | ||
| Purchase of other tangible assets | 20 | -566 | -266 |
| Aanschaffing van financiële vaste activa | -5 605 | ||
| Disposal of other tangible assets | 20 | 56 | 64 |
| Disposal of non-current financial assets | 0 | 0 | |
| Income from trade receivables and other non-current assets | -1 025 | 0 | |
| 3. Cash-flow from financing activities | -86 333 | -90 310 | |
| * Change in financial liabilities and financial debts | |||
| - Increase in financial debts | 34 | 113 800 | 153 250 |
| - Decrease in financial debts | 34 | -144 483 | -189 943 |
| * Change in other liabilities | |||
| - Increase (+) / Decrease (-) in other liabilities | 1 543 | -183 | |
| * Change in shareholders' equity | |||
| - Capital increase and issue premiums | 27 | 0 | |
| - Costs of capital increase | 28 | -196 | -37 |
| - Other | 0 | ||
| * Dividend | |||
| - Dividend for the previous financial year | 19 | -56 996 | -53 396 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE FINANCIAL YEAR | 1 483 | 3 681 |
A total of €113.80 million in credit lines was used or extended and €144.48 million in credits was temporarily not used or repaid.
| EPRA earnings per share (in €) | 31.03.2022 | 31.03.2021 |
|---|---|---|
| EPRA earnings (attributable to the shareholders of the parent company) | 75 264 946 | 62 908 117 |
| Number of ordinary shares in circulation | 13 226 452 | 12 665 763 |
| Weighted average number of shares | 12 893 111 | 12 652 011 |
| EPRA earnings per share (in €)5 | 5.84 | 4.97 |
| EPRA earnings per share (in €) - diluted | 5.84 | 4.97 |
| 5 The EPRA earnings per share is calculated from the weighted average number of shares, counted from the time of issue (which does not necessarily coincide with first dividend entitlement date). Calculated on the number of dividend-entitled shares (13.226.452 shares), the EPRA earnings per share amounts to EUR 5.69 EUR |
first dividend entitlement date). Calculated on the number of dividend-entitled shares (13.226.452 shares), the EPRA earnings per share amounts to EUR 5.69 EUR at 31.03.2022 versus EUR 4.97 at 31.03.2021.
| NET ASSET VALUE PER SHARE (in €) - SHARE GROUP | 31.03.2022 | 31.03.2021 |
|---|---|---|
| Net asset value per share IFRS6 | 69.63 | 63.81 |
| EPRA NTA per share7 | 68.46 | 65.53 |
| Net asset value per share (investment value) excl. dividend | ||
| excl. the fair value of authorised hedging instruments8 | 69.67 | 66.43 |
6 The net asset value per share IFRS (fair value) is calculated as follows: shareholders' equity (attributable to the shareholders of the parent company) divided by the number of shares.
7 EPRA NTA is calculated as follows: shareholders' equity (excluding the fair value of authorised hedging instruments, deferred taxes and intagible fixed assets) divided by the number of shares.
8 For the definition and purpose of this alternative performance measure, we refer to the Lexicon in the chapter 'miscelanneous' of this annual report
Retail Estates nv is a public Belgian Real Estate Investment Trust (BE-REIT) governed by and construed in accordance with Belgian law. Its registered office is located in Ternat.
The consolidated annual accounts of the company for the financial year which ended on 31 March 2022 comprise Retail Estates nv and its subsidiaries (the "Group"). The annual accounts were approved for publication by the board of directors on 20 May 2022 and will be submitted for approval to the annual shareholders' meeting on 18 July 2022.
The consolidated accounts are drawn up in accordance with accounting standards which are consistent with the International Financial Reporting Standards as implemented by the BE-REIT legislation.
Corporate transactions of the past financial years were not processed as business combinations as defined by IFRS 3 based on the finding that this standard was not applicable given the nature and the scale of the acquired companies. The companies in question owned a limited number of properties. Their employees have not been retained and their activities have been discontinued. They were not intended to be kept on as independent businesses. The companies are fully consolidated. Please refer to note 41 for more information on this matter.
The following amendments and annual improvements to standards are mandatory in the actual period but have no significant effect on the presentation, the notes of the financial results of the Group:The following new standards and amendments to standards are mandatory for the first time for the financial year beginning 1 January 20201 and have been endorsed by the European Union:
The following new amendments have been issued, is not mandatory for the first time for the financial year beginning 1 January 2021 but have been endorsed by the European Union:
– IFRS 17, 'Insurance contracts' (effective 1 January 2023). This standard replaces IFRS 4, which currently permits a wide variety of practices in accounting for insurance contracts. IFRS 17 will fundamentally change the accounting by all entities that issue insurance contracts and investment contracts with discretionary participation features. On 17 March 2020, IASB decided to defer pop effective date to annual reporting periods beginning on or after 1 January 2023. The endorsement includes the amendments issued by the Board in June 2020, which are aimed at helping companies implement the Standard and making it easier for them to explain their financial performance.
The EU regulation provides an optional exemption from applying the annual cohort requirement that relates to the timing of the recognition of the profit in the contract, the contractual service margin, in profit or loss. Entities making use of the exemption are not applying IFRSs as issued by the IASB and need to disclose the fact.
Amendments to IFRS 3 Business Combinations, update a reference in IFRS 3 to the Conceptual Framework for Financial Reporting without changing the accounting requirements for business combinations.
Amendments to IAS 16 Property, Plant and Equipment prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognise such sales proceeds and related cost in profit or loss.
The following amendments have been issued, but are not mandatory for the first time for the financial year beginning 1 January 2021 and have not been endorsed by the European Union:
Clarify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability; and make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services.
Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies (effective 1 January 2023). The amendments aim to improve accounting policy disclosures and to help users of the financial statements to distinguish between changes in accounting estimates and changes in accounting policies. The IAS 1 amendment requires companies to disclose their material accounting policy information rather than their significant accounting policies. Further, the amendment to IAS 1 clarifies that immaterial accounting policy information need not be disclosed. To support this amendment, the Board also amended IFRS Practice Statement 2, 'Making Materiality Judgements', to provide guidance on how to apply the concept of materiality to accounting policy disclosures. The amendments are effective for annual reporting periods beginning on or after 1 January 2023. Earlier application is permitted (subject to any local endorsement process).
for annual reporting periods beginning on or after 1 January 2023. Early adoption is permitted.
– Amendments to IFRS 17 Insurance contracts: Initial Application of IFRS 17 and IFRS 9 – Comparative Information (issued on 9 December 2021, effective 1 January 2023). The amendment is a transition option relating to comparative information about financial assets presented on initial application of IFRS 17. The amendment is aimed at helping entities to avoid temporary accounting mismatches between financial assets and insurance contract liabilities, and therefore improve the usefulness of comparative information for users of financial statements
The following standard is mandatory since the financial year beginning 1 January 2016 (however not yet subjected to EU endorsement). The European Commission has decided not to launch the endorsement process of this interim standard but to wait for the final standard:
– IFRS 14, 'Regulatory deferral accounts' (effective 1 January 2016). It concerns an interim standard on the accounting for certain balances that arise from rate–regulated activities. IFRS 14 is only applicable to entities that apply IFRS 1 as first-time adopters of IFRS. It permits such entities, on adoption of IFRS, to continue to apply their previous GAAP accounting policies for the recognition, measurement, impairment and derecognition of regulatory deferral accounts. The interim standard also provides guidance on selecting and changing accounting policies (on first– time adoption or subsequently) and on presentation and disclosure.
The financial information is drawn up in euro (€), and is rounded off to the nearest thousand. The companies of the Group also do their accounting in euro (€).
Below is a summary of the most important principles for financial reporting. The accounting principles were applied consistently throughout the relevant period.
The companies controlled by the Group are consolidated through the application of the full consolidation method.
Full consolidation consists in incorporating all the assets and liabilities of the consolidated companies as well as the costs and revenues, carrying out the necessary eliminations.
'Control' is defined as Retail Estates nv's ability to directly or indirectly determine the financial and operational policy of the subsidiary, to benefit from the variable cash flows and the results of this subsidiary and to influence its variable cash flows by controlling the subsidiary.
Foreign currency transactions are booked by applying the exchange rate valid on the transaction date. Monetary assets and liabilities in foreign currencies are valued by applying the closing rate on the balance sheet date. Exchange rate differences ensuing from foreign currency transactions and the conversion of monetary assets and liabilities into foreign currencies are booked in the income statement in the period in which they arise. Non-monetary assets and liabilities in foreign currencies are converted at the exchange rate applicable on the transaction date.
The Group uses financial derivatives (interest rate swaps) to hedge interest rate risks arising from operational, financial and investment activities. Derivative financial products are initially valued at their fair value.
After the initial recognition, financial derivatives are valued in the annual accounts at their fair value.
Gains or losses resulting from changes in the fair value of the financial derivatives are immediately recognised in the income statement unless a derivative meets the conditions for cash flow hedge accounting.
The fair value of the financial interest rate derivatives is the amount that the company expects to receive or pay if the financial interest rate derivative is terminated
as of the balance sheet date, taking into account the prevailing interest rate and the credit risk of the counterparties involved.
If a financial derivative can be documented as an effective hedge against any cash flow fluctuations, attributable to a risk linked to an asset or liability, or a highly probable future transaction, the part of the result ensuing from the change in value of the financial interest rate derivative that has been recognised as an effective hedge shall be posted directly to equity under "Changes in the fair value of financial assets and liabilities". The ineffective part of the financial interest rate derivative shall be recognised in the income statement.
Investment properties comprise all real estate properties that are ready to be let. Investment properties are initially valued at acquisition cost, including additional expenses and non-deductible VAT. The exit tax, owed by companies over which the public BE-REIT acquires direct or indirect control, is furthermore in principle deducted from the value of the underlying property given that it concerns a tax on the latent capital gain existing in the acquired company prior to the acquisition unless these companies do not qualify for a merger with the public BE-REIT (as decided by the board of directors). The commissions related to the acquisition of buildings are regarded as additional costs of the acquisition and are added to the acquisition cost.
If a property is acquired through contributions in kind, any third-party costs directly attributable to the issuance of new shares shall be deducted from equity. The contributed properties are valued at contribution value at initial recognition.
The user rights recognised in the balance sheet for concessions, long leases or similar lease agreements (following the entry into force of IFRS 16) are also regarded as a real estate investment.
At the end of each quarter, an independent real estate
expert shall provide an exact assessment of the following elements:
The experts perform their assessments in accordance with national and international standards and their application procedures, including those in the field of the valuation of Belgian regulated real estate companies (pursuant to the provisional decrees; the experts reserve the right to adapt the valuation in the event of any amendments to the decrees).
Fair value is specifically defined as the price that would be received upon sale of an asset or that would have to be paid upon the transfer of an obligation in an arm's length transaction between market parties on the valuation date.
From the point of view of the seller, it must be construed minus the transaction taxes. The estimated amount of the transaction taxes is immediately deducted from the results at initial recognition.
The transfer of ownership of an immovable object is subject to transfer taxes in Belgium. The amount of these taxes depends on the manner of transfer, the capacity of the buyer and the geographical location of the property. The first two elements, and hence the full amount of the taxes due, are therefore only known when the transfer of ownership has been completed. The different transfer of ownership possibilities and the corresponding taxes are:
As a result, the actual percentage of the transfer taxes varies from 0% to 12.50%; it is furthermore impossible to predict which percentage is applicable to the transfer of a given Belgian property before the actual transfer takes place.
In January 2006, all experts involved in determining the value of Belgian BE-REITs were asked to determine a weighted average percentage of the actual taxes for the real estate portfolios of the BE-REITs. For transactions of properties with a value of over € 2.50 million, and in view of the range of methods for transferring ownership (see above), the experts calculated the weighted average taxes at 2.50% based on a representative sample of 220 market transactions with a total worth of € 6 billion that took place between 2003 and 2005. As regards transactions involving buildings of which the total value is lower than € 2.50 million, transfer duties of 12% to 12.50% are applied depending on the Region in which the premises are located. It was decided to adjust this percentage by multiples of 0.5% if necessary. In the course of 2016, an update of this calculation was made according to the methodology used in 2006 based on a sample of 305 large or institutional transactions (threshold of € 2.5 million) that occurred between 2013 and the 1st quarter of 2016 (this is 70% or 8.18 billion of the estimated total number of investment transactions during this period). The experts came to the conclusion that the 0.5% threshold was not exceeded. Consequently, the weighted average of 2.5% was retained. This percentage will be reassessed every 5 years or in case of a significant change in the tax context.
Retail Estates nv considers its real estate portfolio as a whole which can be disposed of as a whole or as a limited number of larger parts. Retail Estates manages its real estate at portfolio level whenever possible ("retail cluster and retail parks", see management report and chapter "overview of real estate portfolio" in the real estate report for an overview of the clusters). Consequently, the fair value is determined by deducting 2.5% from the value of the properties (in accordance with the valuation at "fair value" of its valuation appraisers Cushman & Wakefield, CBRE and Stadim). In accordance with its strategy, Retail Estates does in principle not have the intention to sell individual properties within the clusters with an investment value below € 2.5 million.
As from 1 January 2021, the Dutch real estate transfer tax is 8 per cent (previously 6%). For the other costs (e.g. notary fees) Retail Estates charges between 0.08% and 1% extra.
Any gains or losses resulting from fluctuations in the fair value of an investment property are recognised in the income statement in the period in which they arise and assigned to the reserves for the balance of fluctuations in the fair value of real estate properties during the appropriation of profits.
The expenditure for works on investment properties is charged to the operating property result if the expenditure does not have a positive effect on the expected future economic benefits, and is capitalised if it substantially increases the expected economic benefits it brings to the entity. There are two major types of expenditure:
The gains or losses realised from the sale of an investment property are classified as "Result from sales of investment properties" in the income statement and are allocated to the retained earnings upon the appropriation of results. The commissions paid for sales and the liabilities resulting from transactions are deducted from the selling price in order to determine the gain or loss realised.
Under the adjusted IAS 40 standard, non-current assets under construction are included in the investment properties. If purchased, they are valued at the acquisition value, including incidental costs and nondeductible VAT.
If the Group believes that the fair value of the investment properties under development cannot be determined in a reliable manner but assumes it will be possible to determine the fair value once the properties have been contracted, licensed and rented, the investment properties under development will be registered at cost price until the fair value can be determined (when they have been contracted, licensed and rented or until construction is completed (whichever happens first)) in accordance with IAS 40.53. This fair value is based on the valuation by the real estate expert after deducting the work that remains to be performed.
A non-current asset under construction can relate to a plot of land, a building to be demolished or an existing building that needs to be given a new purpose, requiring considerable renovation work to realise the desired purpose.
Tangible non-current assets other than land and buildings the use of which is limited in time are valued at acquisition cost and then depreciated over their expected useful life using the straight-line method.
In the financial year of the investment, depreciation is recorded pro rata to the number of months that the asset was in use.
The following annual depreciation and amortisation percentages apply:
| 20% |
|---|
| 10% |
| 20-33% |
| 33% |
| 33% |
| 10%-25% |
| 3% |
| 6.66% |
In the limited cases where Retail Estates is the lessee in lease agreements (and these agreements are not among the exceptions referred to in IFRS 16), Retail Estates, in its capacity as lessee, will recognize a user right and corresponding liability in the consolidated annual accounts. Subsequently all user rights qualifying as real estate investments are value at fair value in accordance with the valuation rules described in the section relating to real estate investments. The minimum lease payments are recorded partly as financing costs and partly as repayment of the outstanding liability. The financing cost is recognised in the item "Changes in fair value of financial assets and liabilities".
If there are indications that an asset may have suffered an impairment loss, the book value is compared with the realisable value.
If the book value is higher than the realisable value, an impairment loss is recognised.
When other tangible non-current assets are sold or retired, their acquisition value and any related depreciations cease to be recognised in the balance sheet and the realised gains or losses are recognised in the income statement.
Trade receivables and other non-current assets are valued at fair value at initial recognition and are subsequently valued at amortised cost on the basis of the effective interest rate method. A write-down is recorded if uncertainty exists concerning the collectability of the receivable at maturity.
If the holder of the certificates does not have a material interest (more than 75%) in a real estate certificate, the certificates shall be entered on the closing date at the weighted average quoted price during the preceding 30 days and classified as "non-current financial assets".
The aforementioned rule does not apply if, on the basis of publicly available information and the issue conditions for the real estate certificate, a net asset value is noted that is substantially below the stock market price. The value is then limited to the net asset value.
The quoted price of these real estate certificates as listed on the Euronext – Second Market cannot be considered as a reliable reference given the limited liquidity of this real estate certificate. Retail Estates nv's policy is to revalue its real estate certificates on every closing date in view of:
Retail Estates nv only invests in certificates issued for the financing of out-of-town retail real estate. The real estate owned by the issuer is the type of out-of-town retail real estate in which Retail Estates nv aims to invest. Although Retail Estates nv is not the legal owner of this real estate, it considers itself to be the economic beneficiary pro rata its contractual rights in ownership. In addition, an investment in real estate certificates is considered as an investment in real estate pursuant to Article 2, sub. 5°, x, of the BE-REIT Act.
Taking these considerations into account, the certificates are classified as investment properties at their acquisition value, including additional expenses. Any gains or losses resulting from fluctuations in the fair value of an investment property are recognised in the income statement in the period in which they arise and assigned to the unavailable reserves at the time of the appropriation of profits. On 31 March 2022, the value of the investment properties related to the Distri-Land certificates amounts to € 15.75 million (€15.56 million on 31 March 2021) compared to a total portfolio of Retail Estates of € 1,759.88 million.
As a holder of real estate certificates, Retail Estates nv has a contractual right, pro rata to the number of real estate certificates in its possession, to a share of the operating result realised by the issuer. This result is calculated by deducting the operating and maintenance expenses from the total rental income collected. The entire decrease or increase in value is recognised by re-estimating the value of the real estate certificate. As a result, the coupon should not be considered as compensation for any reduction in value of the issuer's buildings. The entire coupon is therefore treated as net rental income and is classified as turnover.
Whenever a particular property in the issuer's portfolio is sold, the following applies:
The net proceeds, after retention of any withholding tax liability, are only recognised as realised capital gains in Retail Estates nv's accounts equal to the amount of the difference between the book value of the real estate certificate on the closing date increased by the net liquidation coupon on the one hand and the book value on the previous closing date on the other. The book value of the real estate certificate is calculated at each closing date by performing a valuation of the certificate holder's contractual rights as they appear in the issue prospectus based on the fair value of the immovable property owned by the issuer as validated by the real estate expert of Retail Estates nv on the closing date. Any gains or losses resulting from fluctuations in the fair value of an investment property are recognised in the income statement and incorporated in the period in which they arise and are assigned to the reserves available for distribution at the time of the appropriation of profits.
These assets concern real estate for which the book value will primarily be realised by the sale of the assets and not by further letting. Like the investment properties (see above), these assets are recognised at fair value, which is equal to investment value less transaction fees.
A property is recorded as an asset held for sale if a declaration of intent to sell has been signed.
The receivables payable within one year are recognised at nominal value less write-downs for doubtful or bad debts. Bank deposits, sight or term deposits, are valued at amortised cost. Any supplementary costs are charged directly to the income statement. Listed securities are valued at their quoted price.
The capital includes the funds obtained when the company was incorporated and those received following mergers or capital increases. Any third-party costs directly attributable to the issuance of new shares shall be deducted from shareholders' equity. When share capital recognised as equity is repurchased by Retail Estates nv, the paid amount, including any directly attributable costs, shall be recognised as a change in shareholders'
A provision is taken if:
Trade debts are presented at nominal value on the balance sheet date. Interest-bearing borrowings are initially recognised at cost price less transaction costs. The interest-bearing borrowings are subsequently valued on the basis of the effective interest rate method, recognising each difference between the initial book value and the redemption value as an interest cost in the income statement over the term of the loan.
equity. Purchased own shares are presented as a decrease in the total shareholders' equity. receivables and write-backs of impairment losses on receivables.
Dividends are included in the result carried forward until they been approved by the shareholders' meeting. The recovery of property expenses includes the revenue obtained from charging costs for major repairs and maintenance.
Retail Estates nv provides a defined contribution pension scheme for its employees and executive officers. For the executive officers this scheme has been entrusted to an insurance company that is independent of the company.
The scheme for employees is largely handled via the fund of the joint committee. It is therefore a sector scheme, and it is the organiser of this pension scheme (Fonds Tweede Pijler PC 323) who is to assume the legal responsibilities and obligations.
Contributions paid during the financial year are recognised as expenses.
The net rental result includes the rent, operating lease income and other revenues related to the aforementioned sources of income less rent-related expenses, i.e. the rent payable on leased assets, impairment losses on
The charges and taxes payable by tenants on let properties and the recovery of these expenses refer to costs that, under law or custom, are at the tenant's expense. The owner will either charge or not charge these costs to the tenant according to the contractual arrangements made with the tenant.
Income is valued at fair value of the compensation received and is recognised in the income statement in the period to which it refers using the straight-line method.
The property charges are valued at the fair value of the compensation that has been paid or is due and are recognised in the income statement in the period to which they refer using the straight-line method.
The technical costs include, among other things, structural and occasional maintenance costs and losses resulting from incidents partially covered by the insurance companies. The commercial costs include brokers' commission fees. The property management costs mainly consist of the relevant personnel costs, the operating costs of the company's registered office and fees paid to third parties.
Management fees received from tenants or third parties which partially cover the management costs of the properties are deducted.
The corporate operating costs include the fixed operating costs of the company, which operates as a legal entity that is listed on the stock market and benefits from the BE-REIT status. These costs are incurred in order to obtain transparent financial information, to be economically comparable with other types of investments and to
offer investors the opportunity to participate directly in a diversified real estate investment in a liquid manner. Part of the costs incurred in the context of Retail Estates nv's growth strategy are also included in this category.
The financial result consists of the borrowing costs and additional funding costs, such as the negative variations in hedging instruments where these are not effective within the meaning of IAS 39, less income from investments.
Corporate income tax comprises the current tax burden on the profit or loss for the year. Corporate income tax is recognised directly in the income statement, except when related to items recognised directly in shareholders' equity, in which case it is recognised in shareholders' equity. In that case the tax is also recognised directly in shareholders' equity. The current tax burden includes the expected tax payable on the taxable income for the year as well as any adjustment to the tax payable for previous years.
Exit tax is the corporate income tax on capital gains arising from the merger of a BE-REIT with a company that is not a BE-REIT. When this company first enters the consolidation scope of the Group, a provision for exit tax liabilities is recorded.
In principle, intermediate revisions of this provision for exit tax only take place when the rise in value of this company's property calls for an increase. Any overvaluation owing to reductions in value is only established at the time of the actual merger. These adjustments to the exit tax liability are recognised in the income statement on the taxes line.
Higher interest rates result in increased financial expenses and a decrease in the EPRA earnings. In the current context of negative interest rates, the method used by some banks of demanding a floor for the Euribor rate (which is used as a reference in the financing contracts) of 0% has a negative effect on the financial costs. Retail Estates nv makes use of financial instruments of the IRS type to hedge the interest rate risk on non-current loans with variable interest rate. In an interest rate swap, the variable interest rate is exchanged for a fixed interest rate. Due to this interest rate policy, 93.16% of the current loans are hedged with a fixed interest rate. An interest hedging has also been concluded for a large part of the still to be renewed credits. The weighted average interest rate of the public BE-REIT is 1.95%.
Long-term financing is concluded in the form of "bullet loans", i.e. loans for which the principal must be paid back in full after a term of five to eight years. The diversification of financing over various banks limits the Group's liquidity risk. The Group concludes 93.16% of its loans at a fixed interest rate or at a variable interest rate which is immediately converted to a fixed interest rate. The net result is therefore only sensitive to interest rate fluctuations to a limited extent.
Before a new tenant is accepted, a credit risk analysis is carried out on the basis of the available information. Rental arrears are furthermore carefully monitored by Retail Estates nv. In case of non-payment, the company generally holds a bank guarantee.
Please refer to notes 34 and 35 for more details.
None of our customers account for at least 10% of the total rental income.
The audited consolidated annual accounts for the financial years ending on 31 March 2020 (pages 151- 203 of the Annual Financial Report 2019-2020) and 31 March 2021 (pages 1148-207 of the Annual Financial Report 2020-2021) are incorporated in this annual report by reference. Copies of documents incorporated in this annual report by reference can be consulted on the company's website (www.retailestates.com).
Rounding off to the nearest thousand can bring about discrepancies between the balance sheet and the income statement and the details presented below.
The decrease in rental income is mainly the result of the divestments during the past financial year as well as of the temporarily increased vacancy rate resulting from a few bankruptcies. The rental income stated below does not take into account future indexations.
As a theoretical exercise, the following table shows how much rental income Retail Estates nv is certain to receive based on the current lease agreements.
| Rental income (in €000) | 31.03.2022 | 31.03.2021 |
|---|---|---|
| Within one year | 119 840 | 112 524 |
| Between one and five year(s) | 361 194 | 352 059 |
| Within more than five years | 356 792 | 388 237 |
This does not alter the theoretical risk that all (Belgian) tenants may make use of their legal termination option at the end of the current three-year period. Taking into account this legal option, the weighted average remaining term is 2.04 years for the Belgian portfolio. The granting of rent-free periods is rather rare in the market of out-oftown retail real estate. No other material incentives are given when entering into lease agreements.
The Group concludes commercial rental contracts for its buildings in Belgium for a minimum period of nine years, which, in most cases, can be terminated by the tenant after the expiry of the third and the sixth year, subject to six months' notice prior to the expiry date. Standard lease agreements in the Netherlands have a five-year term.
The rents are usually paid in advance on a monthly basis (sometimes quarterly). They are indexed annually on the anniversary of the lease agreement. Taxes and levies, including property tax, the insurance premium and common charges, are in principle borne by the tenant. To guarantee compliance with the obligations imposed on the tenant by virtue of the agreement, some tenants must provide a rental guarantee, usually in the form of a bank guarantee, corresponding to three months' rent.
At the start of the agreement, an inventory of fixtures is drawn up between the parties by an independent expert. Upon expiry of the agreement, the tenant must return the leased premises in the condition described in the inventory of fixtures that was drawn up when the tenant moved into the property, subject to normal wear and tear. The lessee is not entitled to transfer the lease nor to sublet all or part of the leased property without prior written consent of the lessor. The tenant must register the agreement at their own expense.
| Rental-related expenses (in €000) | 31.03.2022 | 31.03.2021 |
|---|---|---|
| Rent payable for hired | ||
| assets and lease costs | -50 | -54 |
| Impairments on trade receivables | -144 | -2 149 |
| Total rental-related expenses | -194 | -2 203 |
Recovery of charges and taxes
| normally payable by tenants | ||
|---|---|---|
| on let properties (in €000) | 31.03.2022 | 31.03.2021 |
| Recharging of rental charges borne by the owner |
6 055 | 5 158 |
|---|---|---|
| Recharging of real estate taxes and taxes on let properties |
5 908 | 5 440 |
| Total recovery of charges and taxes normally payable by tenants on let properties |
11 963 | 10 598 |
Charges normally payable by tenants on let properties (in €000) 31.03.2022 31.03.2021
| Rental charges borne | ||
|---|---|---|
| by the owner | -6 642 | -5 465 |
| Real estate taxes and | ||
| taxes on let properties | -7 310 | -6 702 |
| Total charges normally payable | ||
| by tenants on let properties | -13 953 | -12 167 |
The standard lease agreements usually provide for these expenses and taxes to be charged by the owner to the tenants. A number of the Group's lease agreements nevertheless state that some expenses and taxes remain payable by the owner.
These expenses and taxes principally include the costs of property tax, insurance and utilities. During the previous financial year, which was affected by the COVID-19 crisis and in which shops had to close during a total of 3 months, considerable savings were made in order to cut the common costs.
The buildings (both existing buildings and those under construction) are covered by various insurance policies (providing cover for e.g. fire, storm and water damage) for a total value (new building value without land) of approximately €995,.77 million. This amount represents 56.58% of the fair value of the real estate on the same date (€1,759.58 million). The cover is limited to an amount determined by Retail Estates on the basis of the new building value. The value of the land must not be insured due to its nature. Non-current assets held for sale, on the other hand, are insured.
| Insurance | 31.03.2022 | 31.03.2021 |
|---|---|---|
| Insurance premiums (in €000) | 1 151 | 1 036 |
| Percentage of fair value | ||
| covered by insurance | 56.58 | 57.99 |
| .U3.ZUZ 1 | ||
|---|---|---|
| -5465 | ||
| Technical costs (in €000) | 31.03.2022 | 31.03.2021 |
|---|---|---|
| Recurrent technical costs | -4 289 | -1 614 |
| Structural maintenance | -4 289 | -1 614 |
| Non-recurrent technical costs | -743 | -666 |
| Occasional maintenance | -760 | -666 |
| Claim events covered by insurance companies |
-298 | -249 |
| Compensations received from insurance companies |
316 | 249 |
| Total technical costs | -5 032 | -2 280 |
Structural maintenance principally covers regular renovation of car parks and roofs. Occasional maintenance, on the other hand, mainly includes unforeseeable costs for the structure of the let premises that are attributable to wear and tear, uninsured accidents and acts of vandalism. Due to the COVID-19 crisis, the structural technical costs were cut in the first two quarters of the 2020-2021 financial year. This explains the increase in costs compared to the previous financial year.
| Commercial costs (in €000) | 31.03.2022 | 31.03.2021 |
|---|---|---|
| Brokers' commissions | -196 | -120 |
| Publicity related to the properties | -251 | -93 |
| Lawyers' fees and legal costs | -334 | -283 |
| Other | -245 | -12 |
| Total commercial costs | -1 027 | -509 |
Commercial costs mainly concern marketing events for the retail parks and fees for lease renewal negotiations and the preparation of permit applications. Due to the COVID-19 crisis, the marketing costs relating to the retail parks were cut during the 2020-2021 financial year, which mainly explains the evolution compared to last year.
| Charges and taxes on unlet properties (in €000) |
31.03.2022 | 31.03.2021 |
|---|---|---|
| Vacancy charges of | ||
| the financial year | -104 | -477 |
| Property tax on vacant buildings | -323 | -389 |
| Total charges and taxes | ||
| on unlet properties | -427 | -867 |
The costs and taxes relating to unlet buildings concern buildings that are vacant for a limited period of time in the context of a changeover between tenants and noncurrent assets under construction (mainly property tax). On 31 March 2012, the cost for vacant property was 0.37% of the rental income received, compared to 0.86% on 31 March 2021. Thanks to the evolution of the vacancy rate to pre-COVID levels, the costs and taxes relating to properties that are not let have also decreased.
Management costs are subdivided into portfolio management costs and other costs.
These costs mainly consist of the relevant personnel costs, the operating costs of Retail Estates nv's registered office and fees paid to third parties. Management fees received from tenants which partially cover the management costs of the properties are deducted.
| costs (in €000) | 31.03.2022 | 31.03.2021 |
|---|---|---|
| Office charges | -526 | -265 |
| IT | -482 | -223 |
| Other | -44 | -43 |
| Housing costs | -224 | -195 |
| Fees to third parties | -132 | -196 |
| Public relations, communication and advertising |
-44 | -39 |
| Personnel expenses | -2 735 | -2 554 |
| Salaries | -1 628 | -1 570 |
| Social security | -364 | -303 |
| Pensions and collective | ||
| insurances | -10 | -46 |
| Other | -733 | -634 |
| Management fees received from tenants |
32 | 32 |
| Taxes and legal costs | ||
| Depreciation charges on office furniture, IT equipment and software |
||
| Total property management costs | -3 629 | -3 217 |
Personnel costs make up most of the management costs. The table below provides an overview of the employee count in FTE.
| (in FTE) | 31.03.2022 | 31.03.2021 |
|---|---|---|
| Property department | 22,52 | 19,37 |
| Total | 36,30 | 31,70 |
| Average | 35,20 | 30,90 |
For more information about the personnel cost and the employee count for the 2020-2021 financial year we refer to p. 174 et seq. of the 2020-2021 Annual Financial Report.
| Other propery charges (in €000) | 31.03.2022 | 31.03.2021 |
|---|---|---|
| --------------------------------- | ------------ | ------------ |
| Other property charges | -410 | -6 |
|---|---|---|
| Total other property charges | -410 | -6 |
De evolutie van de vastgoedkosten is te wijten aan een voorziening die werd aangelegd voor een dreigend geschil met een huurder over onderhoudsverplichtingen voor een pand dat bestemd is voor de sloop.
The corporate operating costs include the fixed operating costs of the company, which operates as a legal entity that is listed on the stock market and benefits from the BE-REIT status. These costs are incurred in order to obtain transparent financial information, to be economically comparable with other types of investments and to offer investors the opportunity to participate indirectly in a diversified real estate investment in a liquid manner. A part of the costs incurred in the context of the company's growth strategy are also included in this category.
Corporate operating
| $-6$ |
|---|
| $-6$ |
| costs (in €000) | 31.03.2022 | 31.03.2021 |
|---|---|---|
| Office charges | -488 | -249 |
| IT | -456 | -218 |
| Other | -32 | -30 |
| Housing costs | -159 | -169 |
| Fees to third parties | -478 | -855 |
| Recurrent | -152 | -208 |
| - Lawyers | 0 | |
| - Auditors | -132 | -191 |
| - Other | -19 | -17 |
| Non-recurrent | -316 | -638 |
| - Lawyers | -104 | -354 |
| - Notary costs | -5 | -1 |
| - Consultants | -206 | -283 |
| Mergers and acquisitions (other than business combinations) |
-11 | -9 |
| Public relations, communication and advertising |
-139 | -126 |
| Personnel expenses | -1 436 | -1 284 |
| Salaries | -713 | -700 |
| Social security | -178 | -155 |
| Pensions and collective insurances |
0 | -19 |
| Other | -544 | -410 |
| Management fees | -1 388 | -1 357 |
| Remuneration of board of directors |
-180 | -198 |
| Taxes and legal costs | -1 781 | -1 885 |
| Total operating costs | -6 050 | -6 123 |
The increase in IT costs is due to the transition to a new integrated IT system and is compensated by the decrease in the non-recurring fees compared to last year. These fees were due to the replacement of the consultant for the integrated technology system.
| Result on disposals of investment properties (in €000) |
31.03.2022 | 31.03.2021 |
|---|---|---|
| Book value of sold real | ||
| estate properties | 31 507 | 42 958 |
| Net sales price of investment | ||
| properties (sales price | ||
| - transaction costs) | 31 841 | 43 783 |
| Total benefit or loss on disposals |
of investment properties 334 825
In the past financial year, properties were divested for a net sales price of €34.84 million. A capital gain of €0.33 million was realised on these divestments. Overall, sales revenues represent a sales value that is in line with the investment value of the real estate expert and thus exceeds the fair value determined by the expert. For more information please refer to chapter 3 of this report (Management Report).
| Changes in fair value of | ||
|---|---|---|
| investment properties (in €000) | 31.03.2022 | 31.03.2021 |
| Total changes in fair value of investment properties |
23 083 | -5 963 |
|---|---|---|
| Negative change in investment properties |
-4 853 | -23 400 |
| Positive change in investment properties |
27 936 | 17 437 |
On 1 January 2021, the Dutch transfer tax was raised from 6% to 8%. At the time, the real estate experts deducted the full amount of the increase, which can be estimated at € -9.04, from the investment value in order to obtain the fair value of the real estate. Recent transactions have shown that the increase in the transfer tax was not entirely borne by the seller and that the initial yield upon the transfer of assets also decreased. In the past financial year, the fair value of the Dutch portfolio increased by € 21.53 million, excluding the negative effect of transaction costs for new acquisitions. This means that the negative effect of the increase in transaction costs in the 2020-2021 financial year was entirely compensated.
| Other result on portfolio | -1 321 | 992 |
|---|---|---|
The other result on portfolio mainly relates to deferred taxes on the Dutch properties and to the impact resulting from IFRS 16.
| Financial result (in €000) | 31.03.2022 | 31.03.2021 |
|---|---|---|
| Collected interests and dividends | 27 | 0 |
| Other | 221 | 232 |
| Total financial result | 248 | 232 |
| Note 14 | ||
| Net interest charges (in €000) | 31.03.2022 | 31.03.2021 |
| Nominal interest on loans1 | -18 486 | -20 732 |
| Other interest costs2 | 1 | 140 |
| Total net interest charges | -18 485 | -20 592 |
1 Also includes the interests on Interest Rate Swaps (financial instruments). 2 Capitalised interest costs on investment properties under construction. The interest rate used is 2,08%.
The weighted average interest rate amounts to 1.95% on 31 March 2022, compared to 2081% on 31 March 2021 (including the interest costs of the hedging instruments concluded). The company has concluded almost all of its loans as fixed-rate investment loans or as long-term variable-rate loans, for which a fixed interest rate was negotiated via a swap agreement. The evolution of the interest cover ratio, the net rental income versus interest charges on loans amounts to 6.25 on 31 March 2022 compared to 4.84 the year before. The company agreed on a minimum interest cover ratio of 2 with some of its bankers and bond holders. Please refer to note 35 for an overview of all swaps and caps.
If the hedging instruments concluded are not taken into account, the weighted average interest rate amounts to 1.37%.
| Note 15 | ||
|---|---|---|
| Other financial charges (in €000) | 31.03.2022 | 31.03.2021 |
| Bank costs and other commissions | -81 | -70 |
| Total other financial charges | -81 | -96 |
| Note 16 | ||
| Corporate income tax (in €000) | 31.03.2022 | 31.03.2021 |
| Company | -111 | 43 |
| 1. Corporate income tax | -111 | 102 |
| Current year taxes | -189 | -296 |
| Previous year tax adjustment | 79 | 398 |
| 2. Exit tax | 0 | -59 |
| Subsidiaries | -3 226 | -2 442 |
| 1. Corporate income tax | -3 226 | -2 384 |
| Current year taxes | -3 259 | -2 384 |
| Previous year tax adjustment | 33 | 0 |
| 2. Exit tax | 0 | -59 |
| Total corporate income tax | -3 337 | -2 399 |
A BE-REIT is subject to corporate income tax solely in respect of non-tax deductible expenditure and abnormal benefits. Deferred taxes are recorded for the subsidiaries on the difference between the book value after depreciation in the statutory annual accounts of these subsidiaries and the fair value. These deferred taxes are recorded at a rate of 15% if the respective boards of directors of Retail Estates nv and the subsidiary intend to merge the subsidiary with the public BE-REIT.
The subsidiaries in the Netherlands fall outside the scope of the BE-REIT system or a similar Dutch system. The revenues of the Dutch companies are therefore taxed based on the applicable corporate tax rate (currently 25%).
| Note 17 | |
|---|---|
| Number of shares | 31.03.2022 | 31.03.2021 |
|---|---|---|
| Movements of the number of shares |
||
| Number of shares at the beginning of the financial year |
12 665 763 | 12 630 414 |
| Number of shares at the end of the financial year |
13 226 452 | 12 665 763 |
| Number of dividend bearing shares |
13 226 452 | 12 665 763 |
| Weighted average number of shares for diluted |
||
| earnings per share | 12 893 111 | 12 652 011 |
Capital increase by means of non-monetary contribution On 14 October 2021, a total of 560,689 new shares were issued at an issue price of €63.95. The capital increase relates to a non-monetary contribution for an amount of €35,856,125.00 by the company De Vleterbeek NV. The new shares have been sharing in the company's profit as from 1 April 2021.
As a result of this capital increase, the total capital of Retail Estates nv amounted to €297,600,322.91 on 31 March 2022, represented by 13,226,452 fully paid ordinary shares.
| Calculation of distributable earnings (in €000) - statutory | 31.03.2022 | 31.03.2021 |
|---|---|---|
| Net result | 131 429 | 60 986 |
| + Depreciations | 571 | 378 |
| + Impairments | 711 | 3 014 |
| - Reversal of impairments | -575 | -1 128 |
| - Reversal transferred and discounted rents | 0 | 0 |
| +/- Other non-monetary components | -34 474 | -2 674 |
| +/- Share in the non recurring result of holding incorporated using the equity method | -21 898 | 4 238 |
| +/- Result on the disposal of investment properties | -737 | 7 |
| +/- Changes in fair value of investment properties and investment properties under construction | 1 021 | 559 |
| ADJUSTED RESULT (A) | 76 048 | 65 381 |
| +/- capital gains and losses realized on real estate during the financial year 1 | 737 | 869 |
| - Capital gains realized on real estate during the financial year exempt from the | ||
| mandatory payment subject to their reinvestment within a period of 4 years 1 | -737 | -869 |
| + Realized capital gains on real estate previously exempt from the mandatory | ||
| payment and which were not reinvested within a 4-year period 1 | 0 | 0 |
| Net capital gains on realization of real estate not exempt from mandatory payment (B) | 0 | 0 |
| Net reduction debt | 0 | 0 |
| Distributable result | 76 048 | 65 381 |
| Calculation of distributable earnings (in €000) - consolidated | 31.03.2022 | 31.03.2021 |
|---|---|---|
| Net result | 131 837 | 61 436 |
| + Depreciations | 707 | 407 |
| + Impairments | 825 | 3 659 |
| - Reversal of impairments | -681 | -1 743 |
| - Reversal transferred and discounted rents | 0 | 0 |
| +/- Other non-monetary components | -34 476 | -2 674 |
| +/- Result on the disposal of investment properties | -334 | -825 |
| +/- Changes in fair value of investment properties and investment properties under construction | -21 762 | 4 971 |
| ADJUSTED RESULT (A) | 76 116 | 65 231 |
| +/- capital gains and losses realized on real estate during the financial year | 1 524 | 2 016 |
| - Capital gains realized on real estate during the financial year exempt from the mandatory payment subject to their reinvestment within a period of 4 years |
-1 524 | -2 016 |
| + Realized capital gains on real estate previously exempt from the mandatory payment and which were not reinvested within a 4-year period |
0 | 0 |
| Net capital gains on realization of real estate not exempt from mandatory payment (B) | 0 | 0 |
| Net reduction debt | 0 | 0 |
| Distributable result | 76 116 | 65 231 |
The other non-monetary elements, amounting to € 34.48 million, concern the variations in the fair value of the financial instruments. The variations in the fair value of investment properties and non-current assets under construction consist of the result on portfolio amounting to €23.08 million on the one hand and the "other result on portfolio"on the other hand. The share in the nondistributable result of the subsidiaries relates to the variations in the fair value of the subsidiaries.
In accordance with article 13 of the BE-REIT Belgian Royal Decree, the BE-REIT must (as imposed by its articles of association) at least pay out the positive difference between the following amounts by way of reimbursement of capital :
1° 80% of the amount determined in accordance with the table incorporated into Chapter III of Annex C (BE-REIT Belgian Royal Decree); and 2° the net decrease over the financial year of the debt of the public BE-REIT.
The debt decreased during the past financial year, but the company did not take this into account for the calculation of its minimum payment.
| Note 19 | |
|---|---|
| Calculation of pay-out ratio (in €000) - statutory |
31.03.2022 | 31.03.2021 |
|---|---|---|
| Ordinary net earnings | 131 429 | 60 986 |
| Diluted net earnings | 131 429 | 60 986 |
| Distributable earnings | 76 048 | 65 381 |
| Minimum profit distribution | 60 838 | 52 305 |
| Proposed gross dividend | 60 842 | 56 996 |
| Pay-out ratio | 80.00% | 87.18% |
| Calculation of pay-out ratio (in €000) - consolidated |
31.03.2022 | 31.03.2021 |
| Ordinary net earnings | 131 837 | 61 436 |
| Diluted net earnings | 131 837 | 61 436 |
| Distributable earnings | 76 116 | 65 231 |
| Minimum profit distribution | 60 893 | 52 185 |
| Proposed gross dividend | 60 842 | 56 996 |
Pay-out ratio 79.93% 87.38%
| Intangible non-current assets | Other tangible non current assets |
|||
|---|---|---|---|---|
| Investment and amortisation table (in €000) | 31.03.2022 | 31.03.2021 | 31.03.2022 | 31.03.2021 |
| Acquisition value | ||||
| Balance at the end of the previous financial year | 2 597 | 2 100 | 7 658 | 7 703 |
| Acquisitions | 2 963 | 497 | 566 | 266 |
| Transfers and disposals of assets | -294 | 0 | -465 | -311 |
| Transfers to/from other accounts | 0 | 0 | 0 | 0 |
| Balance at the end of the financial year | 5 266 | 2 597 | 7 759 | 7 658 |
| Amortisation and impairment losses | ||||
| Balance at the end of the previous financial year | 1 043 | 958 | 1 232 | 1 157 |
| Balance of acquired companies | 0 | 0 | 0 | |
| Amortisation3 | 211 | 85 | 496 | 322 |
| Transfers and disposals of assets | -18 | -409 | -247 | |
| Transfers to/from other accounts | 0 | 0 | 0 | |
| Balance at the end of the financial year | 1 236 | 1 043 | 1 319 | 1 232 |
| Net book value | 4 030 | 1 553 | 6 440 | 6 426 |
3 Amortisation of non-current intangible assets and other non-current tangible assets are recognised in the income statement under 'property management costs'. The depreciation costs on cars are included in the personnel costs.
| "Acquisition through |
|---|
| Investments that result from subsequent expenses |
| Completion of investment properties |
| Transfer of investment properties |
| Overdracht vaste activa in aanbouw naar |
| Investment properties4 | Assets held for sale Total |
|||||
|---|---|---|---|---|---|---|
| Investment and revaluation table (in €000) | 31.03.2022 31.03.2021 31.03.2022 31.03.2021 31.03.2022 31.03.2021 | |||||
| Balance at the end of the previous financial year | 1 717 246 1 661 753 | 7 931 | 1 791 1 725 177 1 663 544 | |||
| Acquisition through purchasereal estate companies | 0 | 3 308 | 0 | 0 | 0 | 3 308 |
| "Acquisition through contribution real estate companies" |
0 | 0 | 0 | 0 | 0 | 0 |
| Capitalised interest cost | 1 | 140 | 0 | 0 | 1 | 140 |
| Acquisiton of investment properties | 44 664 | 86 585 | 2 826 | 0 | 47 490 | 86 585 |
| Investments that result from subsequent expenses included in the carrying amount of the asset |
3 901 | 4 295 | 10 | 0 | 3 911 | 4 295 |
| Contribution of investment properties | 0 | 0 | 0 | 0 | 0 | 0 |
| Disposal through sale of real estate companies | 0 | 0 | 0 | 0 | 0 | 0 |
| Disposal of investment properties | -22 735 | -24 206 | -8 772 | -18 752 | -31 507 | -42 958 |
| Transfers to assets held for sale | -10 874 | -25 582 | 10 874 | 25 582 | 0 | 0 |
| IFRS 16 | 945 | -153 | 0 | 0 | 945 | -153 |
| Other transfers | -134 | 659 | -2 | -690 | -135 | -31 |
| Acquisiton of investment properties under construction | 8 491 | 16 411 | 0 | 0 | 8 491 | 16 411 |
| Completion of investment properties under construction to portfolio |
27 847 | 13 019 | 0 | 0 | 27 847 | 13 019 |
| Transfer of investment properties under construction to portfolio |
-27 847 | -13 019 | 0 | 0 | -27 847 | -13 019 |
| Overdracht vaste activa in aanbouw naar deelnemingen in geassocieerde vennootschappen |
-5 799 | 0 | 0 | 0 | -5 799 | 0 |
| Change in fair value (+/-) | 24 173 | -5 964 | -1 060 | 1 | 23 112 | -5 963 |
| At the end of the financial year | 1 759 880 1 717 246 | 11 807 | 7 931 1 771 686 1 725 177 | |||
| OTHER INFORMATIONS | ||||||
| Investment value of the property | 1 833 757 1 789 397 | 12 091 | 8 129 1 845 848 1 797 526 |
4 Including investment properties under construction (IAS 40).
Investments resulting from subsequent expenditure included in the book value of the assets amounted to € 3.91 million in financial year 2020-2021. In addition, the company realised €27.850 million from the development of property for its own account and invested €8.49 million in the development of property for its own account.
Where the evolutions in investment properties and the assets held for sale are concerned, please refer to the
"Comments on the consolidated accounts for financial year 2021-2022".
As mentioned in the valuation rules, non-current assets under construction are included in the investment properties, in accordance with the adjusted IAS 40 standard. If purchased, they are valued at the acquisition value, including incidental costs and non-deductible VAT.
If the Group believes that the fair value of the investment properties under development cannot be determined in a reliable manner but assumes it will be possible to determine the fair value once the properties have been contracted, licensed and rented, the investment properties under development will be registered at cost price until the fair value can be determined (when they have been contracted, licensed and rented or until construction is completed (whichever happens first)) in accordance with IAS 40.53. This fair value is based on the valuation by the real estate expert after deducting the work that remains to be performed.
IFRS 13 introduced a uniform framework for valuation at fair value and the provision of information on valuation at fair value, where this valuation principle is obligatory or permitted on the basis of other IFRS standards. In this context, fair value is specifically defined as the price that would be received upon sale of an asset or that would have to be paid upon the transfer of an obligation in an arm's length transaction between market parties on the valuation date.
Investment properties are recorded at fair value. Fair value is determined on the basis of one of the following levels of the IFRS 13 hierarchy:
Investment properties fall under level 3 according to the IFRS 13 classification.
Investment properties are recorded on the basis of appraisal reports drawn up by independent expert real estate appraisers. Investment properties are valued at fair value. This fair value is based on the market value (i.e. corrected for transfer tax as described in the "Accounting policies" described above).
The methods used by the independent real estate appraisers are the following:
The investment value is generally calculated on the basis of a GIY (gross initial yield) capitalisation of the passing rent, taking into account possible corrections like estimated market rental value, vacancy, step-rents, rent-free periods etc. The gross initial yield depends on current output on the investment market, taking into account the location, the suitability of the site, the quality of the tenant and the building at the moment of the valuation.
In case of buildings where the property rights are divided in bare ownership on the one hand and rights of superficies or long lease rights on the other, the value of the superficies or long lease rights is determined by discounting (Discounted Cash Flow) the net rental income, i.e. after deduction of the superficies or ground rent, until the end of the long lease or superficies agreement.
The value of the bare ownership is determined by updating (Discounted Cash Flow) the periodical superficies or leasehold rent until the expiry date of this agreement.
Unobservable inputs for the determination of the fair value:
| 31.03.2022 | 31.03.2021 | |||||
|---|---|---|---|---|---|---|
| Country | Method | Input | Range | Weighted average |
Range | Weighted average |
| Gross Initial Yield | ||||||
| capitalization | Capitalisation rate (%) | 5.00%-10% | 6.33% | 5.00%-10% | 6.34% | |
| Annual market rent (EUR/m²) | 18-250 | 103.32 | 33.86-247.62 105.16 | |||
| Remaining lease duration (expiry date) (in months) |
0m-583m | 98m | 0m-603m | 103m | ||
| Remaining lease duration (first break option) (in months) |
0m-41m | 21.23m | 0m-43m | 26m | ||
| Belgium | Vacancy (in months) | 0m-12m | / | 0m-12m | / | |
| DCF | Discount rate (%) | 5.17%-10% | 6.17% | 6%-8.50% | 7.58% | |
| Annual rent (EUR/m²) | 10-227 | 107.6 | 33.86-247.62 105.16 | |||
| Remaining lease duration (expiry date) (in months) |
0m-496m | 88.98 | 0m-603m | 103m | ||
| Remaining lease duration (first break option) (in months) |
0m-176m | 34.54 | 0m-43m | 26m | ||
| Vacancy (in months) | 0m-12m | / | 0m-12m | / | ||
| Gross Initial Yield | ||||||
| capitalization | Capitalisation rate (%) | 5.71%-10.70% 6.64% | 5.85%-12.53% 6.90% | |||
| Annual market rent (EUR/m²) | 27.04-242.93 92.57 | 34.59-213.19 96.42 | ||||
| The Netherlands |
Remaining lease duration (expiry date) (in months) |
0m-120m | 44m | 0m-120m | 47m | |
| Remaining lease duration (first break option) (in months) |
0m-120m | 44m | 0m-120m | 47m | ||
| Vacancy (in months) | 0m-12m | / | 0m-12m | / |
The sensitivity of the fair value in relation to changes in the significant unobservable inputs used to determine the fair value of the properties classified in level 3 (in accordance with the IFRS fair value hierarchy) is the following (ceteris paribus): the effect of the increase of the rental income by 1% leads to an increase in the portfolio's fair value by € 17.60 million. The effect of an increase (decrease) of the rental income by 2% or 5% is linear. The effect of an increase in the yield by 100 bps leads to a decrease in the portfolio's fair value by € 231.56 million. A decrease in the yield by 100 bps leads to an increase in the portfolio's fair value by € 314.26 million.
The valuation process for real estate is determined by the CEO and the CFO after approval by the audit committee. They also decide on the independent real estate expert who will be appointed for the different parts of the real estate portfolio. Typically, contracts are entered into for a renewable term of three years. The fees of the real estate experts are determined for the term of their mandate and are not connected to the value of the properties that are the subject of the valuation.
An independent real estate expert is appointed for each country in order to ensure that the specific characteristics of each geographic region are reflected correctly. The real estate portfolio is valued on a quarterly basis. The valuation method (see above) is determined by the real estate expert. The valuation cycle in the course of a financial year consists of a visit to the property, after which a detailed report is drawn up, as well as three desktop reviews.
The reports of the independent real estate experts are based on:
The information provided to the real estate experts and the assumptions and valuation models used are checked by the company's controller and the public BE-REIT's management. All material differences (positive as well as negative) in absolute and relevant terms (versus the previous quarter and versus the previous year) are compared and analysed every quarter. On this basis, the management meets with the real estate experts with a view to accurately and fully reflecting all information regarding the various sites in the valuations. Finally, the final valuations are presented to the audit committee.
Disposals during the financial year 2020-2021 resulted in a decrease in investment properties and non-current assets held for sale by €42.96 million.
| Non-current assets or groups of assets held for sale (in €000) |
31.03.2022 | 31.03.2021 |
|---|---|---|
| Assets held for sale | 11 807 | 7 931 |
| Total assets held for sale | 11 807 | 7 931 |
Recorded under assets held for sale are those assets for which an intention to sell has been signed but the final deed of sale had not yet been executed. These assets are usually sold within a year. Properties are only transferred to the assets held for sale if a declaration of intent has been signed with the potential buyer. The sale is not expected to result in a decrease in value of these assets.
On 31 March 2022 the fair value of these assets amounts to €11.81 million, of which €10.96 million for the retail cluster Keerdok in Mechelen. The local government repurposed this site for the construction of apartment buildings followign the approval of the Spatial Implementation Plan Rode Kruisplein. Four out of the seven tenants have moved to the new retail park Malinas and three others closed their shop. Retail Estates has concluded a framework agreement with the operational company of two real estate developers with respect to the phased sale of its retail properties by the end of June of 2024. The transaction is subject to conditions precedent that are to be met by the end of February 2024. The total sales price amounts to €11.09 million, i.e. €0.13 million more than the book value on 31 March 2022. The largest retail property of this site was put at the disposal of the city of Mechelen, which has used it as a vaccination centre since 1 December 2021.
Trade receivables and doubtful debtors
| Trade receivables (in €000) | 31.03.2022 | 31.03.2021 |
|---|---|---|
| Trade receivables | 4 808 | 9 479 |
| Invoices to be issued | 717 | 713 |
| Doubtful debtors | -3 703 | -3 594 |
| Income to be collected | 0 | 0 |
| Coupon real estate certificats | ||
| Distri-Land | 230 | 225 |
| Other | 14 | 13 |
| Total trade receivables | 2 067 | 6 837 |
Outstanding trade receivables, after deduction of doubtful debtors and advance payments, amount to € 1.01 million, of which € 0.57 million have not yet reached their maturity date. Taking into account the guarantees obtained - both rental guarantees and bank guarantees - the credit risk on trade receivables is very limited on 31 March 2022. The decrease in trade receivables is due to the transition to the new integrated technology solution, as a result of which no pre-billing took place for the rents in the Netherlands on a onetime basis.
For more details about the Distri-Land coupon please refer to the chapter 'Real estate certificates' in the valuation rules mentioned earlier in this financial report.
| -1 566 | |
|---|---|
| Ω | |
| $-3473$ | |
| 1 358 | |
| 88 | |
| 57 | |
|---|---|
| 2 044 | |
| 727 | |
| 2915 | |
| At the end of the previous financial year |
-3 593 | -1 566 |
|---|---|---|
| From acquired companies | 0 | 0 |
| Provisions | -822 | -3 473 |
| Recoveries | 602 | 1 358 |
| Write-offs | 112 | 88 |
| At the end of the financial year | -3 701 | -3 593 |
The provision for doubtful debtors is established as follows: the rental arrears list is closely monitored internally. Based on a management assessment, or if obvious and demonstrable reasons exist to suggest that the claim cannot be recovered, a provision is created. Trade receivables are payable in cash. The table below shows an overview of the age structure of the trade receivables for which no value reduction was registered.
| Due < 30 days | 309 | 57 |
|---|---|---|
| Due 30-90 days | 76 | 2 044 |
| Due > 90 days | 58 | 727 |
| Not due | 573 | 2 915 |
| Total tax receivables and other current assets |
2 132 | 13 328 |
|---|---|---|
| Other | 248 | 11 699 |
| Salary and social security | 0 | |
| Property tax receivable | 1 828 | 1 628 |
| Witholding tax receivable | 0 | |
| VAT receivable | 56 | 0 |
| Taxes |
| Note 25 |
|---|
| Cash and cash |
| equivalents (in €000) | 31.03.2022 | 31.03.2021 |
|---|---|---|
| Bank balances | 1 483 | 3 681 |
| Total cash and cash equivalents | 1 483 | 3 681 |
| Note 26 | ||
| Deferred charges and accrued income (in €000) |
31.03.2022 | 31.03.2021 |
| Completed, property | ||
| returns not due | 22 | 59 |
| Rental discounts and rental | ||
| benefits to be appropriated | ||
| Property costs paid in advance | 1 806 | 1 724 |
| Interest and other financial | ||
| costs paid in advance | 364 | 482 |
| Other | 470 | 292 |
| Total deferred charges | ||
| and accrued income | 2 663 | 2 558 |
The deferred charges mainly concern assurances and maintenance costs for the ERP software.
Capital
| Date Transaction shares created of shares (in €000) (in €000) 12/07/1988 Incorporation - 74 3 000 3 000 27/03/1998 IPO and 1st listing on Euronext Brussels 20 563 20 637 1 173 212 1 176 212 30/04/1999 Capital decrease (incorporation of losses) -5 131 15 505 - 1 176 212 30/04/1999 Merger by acquisition 1 385 16 891 283 582 1 459 794 30/04/1999 Capital decrease (incorporation of losses) -2 267 14 624 - 1 459 794 30/04/1999 Incorporation of losses -174 14 451 - 1 459 794 30/04/1999 Incorporation of issue premium and revaluation gain 4 793 19 244 - 1 459 794 30/04/1999 Cash contribution 10 854 30 098 823 348 2 283 142 1/07/2003 Cash contribution 12 039 42 137 913 256 3 196 398 31/12/2003 Public bid on real estate certificates Distri-Land 4 907 47 043 372 216 3 568 614 5/11/2004 Partial incorporation of issue premium 33 250 80 294 - 3 568 614 5/11/2004 Annulment of 20 bearer shares -1 80 293 -20 3 568 594 10/08/2005 Merger by absorption 1 80 294 130 3 568 724 21/11/2006 Merger by absorption 10 80 303 228 3 568 952 30/11/2007 Contribution in kind in the context of a partial split 3 804 84 107 169 047 3 737 999 30/06/2008 Contribution in kind in the context of a partial split 1 882 85 989 83 632 3 821 631 5/09/2008 Contribution in kind 534 86 523 23 750 3 845 381 30/04/2009 Contribution in kind 5 625 92 148 250 000 4 095 381 24/11/2009 Contribution in kind in the context of a partial split 6 944 99 092 308 623 4 404 004 5/02/2010 Contribution in kind 4 380 103 472 194 664 4 598 668 31/03/2010 Contribution in kind in the context of a partial split 910 104 382 40 459 4 639 127 05/05/2010 Contribution in kind 3 288 107 671 146 135 4 785 262 21/06/2010 Contribution in kind 2 662 110 332 118 293 4 903 555 30/11/2010 Contribution in kind 2 212 112 544 98 301 5 001 856 30/11/2010 Contribution in kind 1 280 113 824 56 872 5 058 728 30/11/2010 Contribution in kind 66 113 890 2 935 5 061 663 16/06/2011 Contribution in kind 1 989 115 879 88 397 5 150 060 27/06/2011 Contribution in kind 5 520 121 399 245 348 5 395 408 30/03/2012 Contribution in kind in the context of a partial split 937 122 336 41 666 5 437 074 4/07/12 Contribution in kind 4 694 127 030 208 607 5 645 681 27/07/12 Contribution in kind - stock optional dividend 3 768 130 798 167 441 5 813 122 28/06/13 Contribution in kind 540 131 338 24 009 5 837 131 28/06/13 Capital increase in cash 32 699 164 037 1 453 280 7 290 411 28/11/14 Contribution in kind 6 054 170 091 269 062 7 559 473 28/05/15 Capital increase in cash 28 345 198 436 1 259 740 8 819 213 29/01/16 Contribution in kind 1 060 199 496 47 107 8 866 320 14/12/16 Contribution in kind 2 604 202 100 115 735 8 982 055 |
Capital evolution | Capital movement |
Total remaining capital after the transaction |
|||
|---|---|---|---|---|---|---|
| Number of | Total number | |||||
| 14/12/16 | Contribution in kind | 588 | 202 688 | 26 153 | 9 008 208 |
| Capital | Total remaining capital after the |
||||
|---|---|---|---|---|---|
| Capital evolution | movement | transaction | Number of | Total number | |
| Date | Transaction | (in €000) | (in €000) | shares created | of shares |
| 5/04/17 | Contribution in kind | 3 924 | 206 612 | 174 404 | 9 182 612 |
| 29/06/17 | Contribution in kind | 4 500 | 211 112 | 200 000 | 9 382 612 |
| 29/03/18 | Contribution in kind | 1 890 | 213 002 | 83 973 | 9 466 585 |
| 29/03/18 | Contribution in kind | 519 | 213 521 | 23 076 | 9 489 661 |
| 27/04/18 | Capital increase in cash | 42 704 | 256 225 | 1 897 932 | 11 387 593 |
| 26/09/18 | Contribution in kind | 788 | 257 013 | 35 000 | 11 422 593 |
| 1/04/19 | Contribution in kind | 900 | 257 913 | 40 000 | 11 462 593 |
| 1/04/19 | Contribution in kind | 630 | 258 543 | 28 000 | 11 490 593 |
| 24/06/19 | Contribution in kind - stock optional dividend | 7 584 | 266 127 | 337 063 | 11 827 656 |
| 26/06/19 | Contribution in kind | 16 875 | 283 002 | 750 000 | 12 577 656 |
| 22/07/19 | Contribution in kind | 1 187 | 284 189 | 52 758 | 12 630 414 |
| 20/08/20 | Contribution in kind - stock optional dividend | 795 | 284 985 | 35 349 | 12 665 763 |
| 14/10/21 | Contribution in kind | 12 616 | 297 600 | 560 689 | 13 226 452 |
As per 31 March 2022, the registered capital amounts to €297,600,322.91 and is represented by 13,226,452 shares. There are no preferred shares. Each of these shares represents one vote at the shareholders' meeting, and these shares represent the denominator for the notification in the context of the transparency declarations.
The difference between the capital as indicated above and the capital included in the consolidated balance sheet is explained by the capital increase costs, which were deducted in the consolidated balance sheet.
The capital has been paid up in full.
Please refer to article 6.1 of the articles of association of Retail Estates nv, as included in the chapter "Permanent document" of this report.
Issue premium
evolution (in €000)
Date Transaction Issue premiums
| Previous financial year | 316 792 |
|---|---|
| 14/10/21 Contribution in kind | 23 240 |
| Charges Contribution | |
| 14/10/21 in kind |
-234 |
| Total issue premiums 31/03/2022 | 339 798 |
| liabilities (in €000) | 31.03.2022 | 31.03.2021 |
|---|---|---|
| Authorised hedging instruments | ||
| (also refer to note 35) | 0 | 25 216 |
| Other | 807 |
| Total other non-current | ||
|---|---|---|
| financial liabilities | 807 | 25 216 |
The hedging instruments have evolved from a negative value of €25.21 million to a positive value of €11.12 million. This is attributable to the expected long-term increase in interest rates. This is a non-cash element.
| Note 30 | ||
|---|---|---|
| Trade debts and other current debts (in €000) |
31.03.2022 | 31.03.2021 |
| Exit tax | 391 | 399 |
| Other | 17 396 | 23 953 |
| Trade debts | 2 | 659 |
| Invoices to be received | 12 399 | 16 288 |
| Taxes payable | 4 232 | 6 017 |
| Other current debts | 764 | 989 |
with respect to the obligatory closure of shops in the Netherlands. The invoices to be received mainly concern work in progress relating to the real estate, property tax and common costs of the retail parks that can be charged.
| Exit tax (in €000) | 31.03.2022 |
|---|---|
| -------------------- | ------------ |
| Balance at the end of the previous financial year | 399 |
|---|---|
| Increase during the financial year | 0 |
| Advance payments | 0 |
| Assessments | -8 |
| At the end of the financial year | 391 |
The 'Exit tax' refers to the taxes payable on the deferred capital gains of acquired real estate companies that will have to be paid at the time of merger of those companies with the public BE-REIT Retail Estates nv. The table above gives an overview of the evolution of the exit tax owed versus the previous financial year.
| Other current liabilities (in €000) | 31.03.2022 | 31.03.2021 |
|---|---|---|
| Dividends payable | 2 | 1 |
| Other | 1 769 | 703 |
| Total other current liabilities | 1 771 | 705 |
| Accrued charges and deferred income (in €000) |
31.03.2022 | 31.03.2021 |
|---|---|---|
| Property returns | ||
| received in advance | 2 375 | 6 082 |
| Completed, not due interests | ||
| and other financial costs | 2 746 | 3 589 |
| Other | 51 | 44 |
| Total accrued charges | ||
| and deferred income | 5 171 | 9 715 |
The decrease in the deferred revenues is mainly attributable to the fact that Dutch rents were not pre-billed on a one-time basis, as a result of the implementation of a new integrated technology system. The deferred revenues mainly concern rents paid in advance.
(in €000) 31.03.2022 31.03.2021
| Non-current | ||
|---|---|---|
| Bilateral loans - variable | ||
| or fixed rate | 584 594 | 587 324 |
| Bond loan | 175 229 | 175 087 |
| Subtotal | 759 823 | 762 411 |
| Current | ||
| Bilateral loans - variable | ||
| or fixed rate | 1 730 | 17 683 |
| Bond loan | 0 | 29 997 |
| Treasury certificates | 100 000 | 82 000 |
| Subtotal | 101 730 | 129 680 |
| Total | 861 553 | 892 091 |
| (in €000) | 31.03.2022 | 31.03.2021 |
|---|---|---|
| Between one and two year(s) | 87 528 | 103 530 |
| Between two and five years | 526 520 | 404 028 |
| More than five years | 145 776 | 254 853 |
| (in €000)4 | 31.03.2022 | 31.03.2021 |
|---|---|---|
| Variable rate loans | 467 339 | 466 614 |
|---|---|---|
| Fixed rate loans | 394 213 | 425 477 |
| (in €000) | 31.03.2022 | 31.03.2021 |
|---|---|---|
| Expiring within one year | 0 | 0 |
| Expiring after one year | 281 962 | 277 562 |
|---|---|---|
100,00 mio EUR van de niet gebruikte kredietlijnen wordt gebruikt als backup lijn voor de opgenomen bedragen van het commercial paper programma
| Estimate of the future interest burden |
Total future interest burden | ||||
|---|---|---|---|---|---|
| 31.03.2022 | 31.03.2021 | ||||
| Within one year | 17 838 | 18 491 | |||
| Between one and five year(s) | 56 835 | 62 683 | |||
| More than five years | 5 568 | 4 827 | |||
| Total | 80 242 | 86 001 |
| (in duizenden EUR) 31.03.2021 + Cash flows | + Non cash | variations 31.03.2022 | ||
|---|---|---|---|---|
| Financial debts |
894 797 | 865 712 | ||
| Bilateral loans - variable or |
||||
| fixed rate | 687 007 | -683 | 686 324 | |
| Bond loan | 205 084 | -30 000 | 145 175 229 | |
| Financial lease | 2 706 | 1 453 | 4 159 |
Over the course of the financial year, financial liabilities decreased by a net amount of €30.68 million. New loans were taken out or existing loans were extended for an amount of €113.80 million while other loans expired and were repaid for an amount of €144.48 million. In addition, there are costs linked to the issue of bonds that are incorporated into the result spread over time.
Structure of the financial debt:
On 31 March 2022, total consolidated financial debt amounted to €865.71 million.
This amount is composed as follows:
Non-current liabilities:
| (in €000) | 31.03.2022 | 31.03.2021 |
|---|---|---|
| Bilateral loans | 584.59 | 587.32 |
| Financial leases | 4.16 | 2.71 |
| Bond loans | 175.23 | 175.09 |
This is a decrease by €1.13 million compared to last year.
Current liabilities:
| (in €000) | 31.03.2022 | 31.03.2021 |
|---|---|---|
| Bilateral loans | 1.73 | 17.68 |
| Commercial Paper | 100.00 | 82.00 |
| Bond loans | 0 | 30.00 |
This is a decrease by €27.95 million compared to last year. It can mainly be explained by the reimbursement of a €30 million bond loan and the reimbursement of a €16 million loan that had reached its maturity. This was partly compensated by the increase of the commercial paper programme by €18 million.
| 277.562 |
|---|
| 18 491 | |
|---|---|
| 62 683 | |
| 4 827 | |
93.16% of the loans have a fixed interest rate or are hedged using an interest rate swap contract. The estimate of the future interest burden takes into account the debt position as of 31 March 2022 and interest covers according to the contracts currently in progress. For the unhedged part of the liabilities for a total of €58.97 million, the Euribor expectations were taken into account, as well as the banking margin.
The company has issued five bond loans:
The degree to which Retail Estates nv can finance itself significantly impacts its profitability. Property investment generally entails a relatively high level of debt financing. To optimally limit this risk, Retail Estates nv applies a relatively cautious and conservative strategy (see above). This strategy ensures that a rise in the interest rate has no substantial impact on the total result. Interest rate increases or decreases nevertheless have an impact on the market value of the concluded IRS contracts and thus on shareholders' equity and changes in the fair value of financial assets and liabilities. If the interest rate were to rise by 1%, this would have a positive impact of €25.71 million on shareholders' equity and changes in the fair value of financial assets and liabilities. €24.69 million of this amount would be recorded via the income statement and €1.02 million of this amount would be recorded directly under shareholders' equity. If interest rate were to decrease by 1%, this would have a negative impact of €27.51 million on shareholders' equity and changes in the fair value of financial assets and liabilities. €26.54 million of this amount would be recorded via the income statement account and €0.97 million would be recorded directly under shareholders' equity.
In principle, Retail Estates nv concludes an agreement with its banks for a debt ratio covenant of 60%.
The weighted average term of the outstanding financial debts of Retail Estates was 3.86 years on 31 March 2022 compared to 3.95 years for the previous year. On 31 March 2022 the total of unused and confirmed longterm credit lines amounted to €181.96 million. This is exclusive of the backup lines for the Commercial Paper programme amounting to €100.00 million.
Financial instruments on 31 March 2022
| 31.03.2022 | 31.03.2021 | |||||
|---|---|---|---|---|---|---|
| Summary of financial instruments as at closing date (in €000) |
Categories | Level | Book value | Fair value | Book value | Fair value |
| I. Non-current assets | ||||||
| Finance lease receivables | C | 2 | 1 030 | 1 030 | 1 030 | 1 030 |
| Loans and receivables | A | 2 | 2 839 | 2 839 | 2 418 | 2 418 |
| Financial non-current assets | 16 120 | 16 120 | ||||
| Participations in associated companies and joint ventures |
1 740 | 1 740 | ||||
| II. Current assets | ||||||
| Trade receivables and other receivables | A | 2 | 4 199 | 4 199 | 20 165 | 20 165 |
| Cash and cash equivalents | B | 2 | 1 483 | 1 483 | 3 681 | 3 681 |
| Total financial instruments on the assets side of the balance sheet |
27 410 | 27 410 | 27 294 | 27 294 | ||
| I. Non-current liabilities | ||||||
| Interest-bearing liabilities | A | 2 | ||||
| Credit institutions | A | 2 | 584 594 | 588 628 | 587 324 | 606 240 |
| Bond loan | A | 2 | 175 229 | 180 817 | 175 087 | 191 724 |
| Other non-current liabilities | A | 2 | ||||
| Other financial liabilities | C | 2 | 0 | 0 | 28 957 | 28 957 |
| II. Current liabilities | ||||||
| Interest-bearing liabilities | A | 2 | 101 730 | 101 730 | 129 680 | 129 680 |
| Current trade debts and other debts | A/C | 2/3 | 19 558 | 19 558 | 25 057 | 25 057 |
| Total financial instruments on the liabilities side of the balance sheet |
881 111 | 890 732 | 946 105 | 981 658 | ||
| The categories correspond to the following financial instruments: |
The aggregate financial instruments of the Group correspond to level 2 in the fair values hierarchy. Fair value valuation is carried out regularly. |
|||||
| A. Financial assets or liabilities (including receivables and loans) held to maturity at amortised cost. |
Level 2 in the fair value hierarchy includes other financial assets and liabilities of which the fair value can be determined by reference to other inputs which are |
| 31.03.2022 | 31.03.2021 | |||||
|---|---|---|---|---|---|---|
| Summary of financial instruments as at closing date (in €000) |
Categories | Level | Book value | Fair value | Book value | Fair value |
| I. Non-current assets | ||||||
| Finance lease receivables | C | 2 | 1 030 | 1 030 | 1 030 | 1 030 |
| Loans and receivables | A | 2 | 2 839 | 2 839 | 2 418 | 2 418 |
| Financial non-current assets | 16 120 | 16 120 | ||||
| Participations in associated companies and joint ventures |
1 740 | 1 740 | ||||
| II. Current assets | ||||||
| Trade receivables and other receivables | A | 2 | 4 199 | 4 199 | 20 165 | 20 165 |
| Cash and cash equivalents | B | 2 | 1 483 | 1 483 | 3 681 | 3 681 |
| Total financial instruments on the assets side of the balance sheet |
27 410 | 27 410 | 27 294 | 27 294 | ||
| I. Non-current liabilities | ||||||
| Interest-bearing liabilities | A | 2 | ||||
| Credit institutions | A | 2 | 584 594 | 588 628 | 587 324 | 606 240 |
| Bond loan | A | 2 | 175 229 | 180 817 | 175 087 | 191 724 |
| Other non-current liabilities | A | 2 | ||||
| Other financial liabilities | C | 2 | 0 | 0 | 28 957 | 28 957 |
| II. Current liabilities | ||||||
| Interest-bearing liabilities | A | 2 | 101 730 | 101 730 | 129 680 | 129 680 |
| Current trade debts and other debts | A/C | 2/3 | 19 558 | 19 558 | 25 057 | 25 057 |
| Total financial instruments on the liabilities side of the balance sheet |
881 111 | 890 732 | 946 105 | 981 658 | ||
| The categories correspond to the following financial instruments: |
The aggregate financial instruments of the Group correspond to level 2 in the fair values hierarchy. Fair value valuation is carried out regularly. |
|||||
| A. Financial assets or liabilities (including receivables and loans) held to maturity at amortised cost. |
Level 2 in the fair value hierarchy includes other financial assets and liabilities of which the fair value can be determined by reference to other inputs which are |
| 31.03.2022 | 31.03.2021 | |||||
|---|---|---|---|---|---|---|
| Summary of financial instruments as at closing date (in €000) |
Categories | Level | Book value | Fair value | Book value | Fair value |
| I. Non-current assets | ||||||
| Finance lease receivables | C | 2 | 1 030 | 1 030 | 1 030 | 1 030 |
| Loans and receivables | A | 2 | 2 839 | 2 839 | 2 418 | 2 418 |
| Financial non-current assets | 16 120 | 16 120 | ||||
| Participations in associated companies and joint ventures |
1 740 | 1 740 | ||||
| II. Current assets | ||||||
| Trade receivables and other receivables | A | 2 | 4 199 | 4 199 | 20 165 | 20 165 |
| Cash and cash equivalents | B | 2 | 1 483 | 1 483 | 3 681 | 3 681 |
| Total financial instruments on the assets side of the balance sheet |
27 410 | 27 410 | 27 294 | 27 294 | ||
| I. Non-current liabilities | ||||||
| Interest-bearing liabilities | A | 2 | ||||
| Credit institutions | A | 2 | 584 594 | 588 628 | 587 324 | 606 240 |
| Bond loan | A | 2 | 175 229 | 180 817 | 175 087 | 191 724 |
| Other non-current liabilities | A | 2 | ||||
| Other financial liabilities | C | 2 | 0 | 0 | 28 957 | 28 957 |
| II. Current liabilities | ||||||
| Interest-bearing liabilities | A | 2 | 101 730 | 101 730 | 129 680 | 129 680 |
| Current trade debts and other debts | A/C | 2/3 | 19 558 | 19 558 | 25 057 | 25 057 |
| Total financial instruments on the liabilities side of the balance sheet |
881 111 | 890 732 | 946 105 | 981 658 | ||
| The categories correspond to the following financial instruments: |
The aggregate financial instruments of the Group correspond to level 2 in the fair values hierarchy. Fair value valuation is carried out regularly. |
|||||
| A. Financial assets or liabilities (including receivables and loans) held to maturity at amortised cost. |
Level 2 in the fair value hierarchy includes other financial assets and liabilities of which the fair value can be determined by reference to other inputs which are |
| 31.03.2022 | 31.03.2021 | |||||
|---|---|---|---|---|---|---|
| Summary of financial instruments as at closing date (in €000) |
Categories | Level | Book value | Fair value | Book value | Fair value |
| I. Non-current assets | ||||||
| Finance lease receivables | C | 2 | 1 030 | 1 030 | 1 030 | 1 030 |
| Loans and receivables | A | 2 | 2 839 | 2 839 | 2 418 | 2 418 |
| Financial non-current assets | 16 120 | 16 120 | ||||
| Participations in associated companies and joint ventures |
1 740 | 1 740 | ||||
| II. Current assets | ||||||
| Trade receivables and other receivables | A | 2 | 4 199 | 4 199 | 20 165 | 20 165 |
| Cash and cash equivalents | B | 2 | 1 483 | 1 483 | 3 681 | 3 681 |
| Total financial instruments on the assets side of the balance sheet |
27 410 | 27 410 | 27 294 | 27 294 | ||
| I. Non-current liabilities | ||||||
| Interest-bearing liabilities | A | 2 | ||||
| Credit institutions | A | 2 | 584 594 | 588 628 | 587 324 | 606 240 |
| Bond loan | A | 2 | 175 229 | 180 817 | 175 087 | 191 724 |
| Other non-current liabilities | A | 2 | ||||
| Other financial liabilities | C | 2 | 0 | 0 | 28 957 | 28 957 |
| II. Current liabilities | ||||||
| Interest-bearing liabilities | A | 2 | 101 730 | 101 730 | 129 680 | 129 680 |
| Current trade debts and other debts | A/C | 2/3 | 19 558 | 19 558 | 25 057 | 25 057 |
| Total financial instruments on the liabilities side of the balance sheet |
881 111 | 890 732 | 946 105 | 981 658 | ||
| The categories correspond to the following financial instruments: |
The aggregate financial instruments of the Group correspond to level 2 in the fair values hierarchy. Fair value valuation is carried out regularly. |
|||||
| A. Financial assets or liabilities (including receivables and loans) held to maturity at amortised cost. |
Level 2 in the fair value hierarchy includes other financial assets and liabilities of which the fair value can be determined by reference to other inputs which are |
|||||
| B. Investments held to maturity at amortised cost. | directly or indirectly observable for the relevant assets |
or liabilities.
The valuation techniques regarding the fair value of level 2 financial instruments are the following:
The fair value of debts with a fixed interest rate is estimated by discounting their future cash flows at a rate that reflects the Group's credit risk.
Since trade receivables and trade debts are short-term instruments, the fair value approximates the nominal value of these financial assets and liabilities.
On 31 March 2022 Retail Estates nv has €467.34 million of financial debts at a variable interest rate and € 394.21 million of financial debts at a fixed interest rate . 93.16% of the loans have a fixed interest rate or are hedged using an interest rate swap-contract. The fixed interest rates at which these long-term debts were originally concluded in most cases no longer correspond to prevailing money market rates, resulting in a difference between their book value and their fair value. The table below compares the total amount of fixed-rate debts at book value and at fair value at the end of the 2021-2022 financial year. The fair value of the fixed-rate debts is estimated by discounting their future cash flows at an interest rate that reflects the Group's credit risk. The fair value of the fixed-rate debts is mentioned in the table below. The book value is equal to the amortised cost.
| Financial debts at | 31.03.2022 | 31.03.2021 | |||
|---|---|---|---|---|---|
| fixed interest rate |
Book value |
Fair value |
Book value |
Fair value |
|
| Financial debts at | |||||
| fixed interest rate | 394 213 403 835 425 477 461 030 |
| Fair value of financial assets and liabilities (in €000) |
31.03.2022 | 31.03.2021 |
|---|---|---|
| Fair value of financial derivatives - Liabilities |
0 | -25 216 |
| Fair value of financial derivatives - Assets |
11 120 | 0 |
| Total fair value of financial assets and liabilities |
11 120 | -25 216 |
The Group makes use of financial derivatives (interest rate swaps, floors and caps) to hedge interest rate risks arising from operational, financial and investment activities. Financial derivatives are initially recognised at cost and revalued to their fair value on the next reporting date. The derivatives currently used by Retail Estates nv qualify as cash flow hedges only to a limited extent. Changes in the fair value of the derivatives that do not qualify as cash flow hedges are recorded directly in the income statement. An amount of € 34.49 million was recorded in the income statement with respect to the financial instruments. €0.24 million relates to the linear depreciation of the value on 31 December 2015 of the derivatives that do not longer qualify as cash flow hedges. € 34.74 million relates to the changes in fair value of the derivatives for the period from 1 April 2021 to 31 March 2022. Swaps qualifying as cash flow hedges are booked directly as shareholders' equity and are not included in the income statement. The interest rate swaps are level 2 instruments.
| Other non-current liabilities | Variable | Notional amount | Type of | Hedge | |||
|---|---|---|---|---|---|---|---|
| Starting date | Ending date | Interest rate | interest rate | (in €000) | derivative | accounting | |
| 1 | 03/2009 | 12/2023 | 3.89% | Euribor 3 M + | 1 374 | IRS | NO |
| 2 | 07/2016 | 04/2026 | 1.26% | Euribor 3 M + | 26 000 | IRS | YES |
| 3 | 03/2018 | 03/2026 | 1.10% | Euribor 3 M + | 20 000 | IRS | NO |
| 4 | 12/2018 | 12/2026 | 1.06% | Euribor 3 M + | 25 000 | IRS | NO |
| 5 | 01/2018 | 01/2026 | 0.74% | Euribor 3 M + | 25 000 | IRS | NO |
| 6 | 03/2018 | 03/2026 | 0.88% | Euribor 3 M + | 25 000 | IRS | NO |
| 7 | 03/2018 | 03/2025 | 0.78% | Euribor 3 M + | 25 000 | IRS | NO |
| 8 | 07/2016 | 04/2026 | -2.25% | Euribor 3 M + | 26 000 | FLOOR | YES |
| 9 | 03/2018 | 03/2026 | 0.00% | Euribor 3 M + | 20 000 | FLOOR | NO |
| 10 | 12/2018 | 12/2026 | 0.00% | Euribor 3 M + | 25 000 | FLOOR | NO |
| 11 | 07/2018 | 01/2023 | 0.80% | Euribor 3 M + | 20 000 | IRS | NO |
| 12 | 09/2018 | 09/2022 | 0.91% | Euribor 3 M + | 21 000 | IRS | NO |
| 13 | 10/2018 | 10/2024 | 1.19% | Euribor 3 M + | 10 000 | IRS | NO |
| 14 | 03/2022 | 03/2024 | 0.52% | Euribor 3 M + | 50 000 | IRS | NO |
| 15 | 10/2023 | 06/2026 | 0.68% | Euribor 3 M + | 50 000 | IRS | NO |
| 16 | 12/2024 | 12/2028 | 0.70% | Euribor 3 M + | 25 000 | IRS | NO |
| 17 | 12/2024 | 12/2028 | 0.72% | Euribor 3 M + | 25 000 | IRS | NO |
| 18 | 03/2024 | 03/2029 | 0.34% | Euribor 3 M + | 25 000 | IRS | NO |
| 19 | 03/2024 | 03/2029 | 0.37% | Euribor 3 M + | 25 000 | IRS | NO |
| 20 | 06/2024 | 03/2029 | 0.06% | Euribor 3 M + | 25 000 | IRS | NO |
| 21 | 06/2024 | 03/2029 | 0.03% | Euribor 3 M + | 25 000 | IRS | NO |
| 22 | 06/2024 | 06/2029 | 0.00% | Euribor 3 M + | 50 000 | IRS | NO |
| 23 | 12/2026 | 12/2029 | -0.06% | Euribor 3 M + | 25 000 | IRS | NO |
| 24 | 06/2021 | 06/2027 | 0.85% | Euribor 3 M + | 60 000 | IRS | NO |
| 25 | 06/2022 | 06/2026 | 0.63% | Euribor 3 M + | 25 000 | IRS | NO |
| 26 | 06/2022 | 06/2026 | 0.83% | Euribor 3 M + | 14 000 | IRS | NO |
| 27 | 06/2022 | 06/2026 | 0.62% | Euribor 3 M + | 10 000 | IRS | NO |
| 28 | 07/2022 | 07/2027 | 0.62% | Euribor 3 M + | 15 000 | IRS | NO |
| 29 | 06/2022 | 06/2026 | 1.21% | Euribor 3 M + | 30 000 | IRS | NO |
| 30 | 12/2027 | 12/2033 | 0.89% | Euribor 3 M + | 35 000 | IRS | NO |
| 31 | 09/2021 | 12/2022 | 0.25% | Euribor 3 M + | 50 000 | CAP | NO |
| 32 | 12/2020 | 12/2023 | 0.25% | Euribor 3 M + | 50 000 | CAP | NO |
| 33 | 12/2022 | 03/2025 | 0.25% | Euribor 3 M + | 25 000 | CAP | NO |
Breakdown by maturity of liquidity obligation associated with the derivative products (in €000) 31.03.2022
| Total | 16 087 284 |
|---|---|
| More than five years | 2 066 779 |
| Between two and five years | 7 517 094 |
| Between zero and two year(s) | 6 503 411 |
Additional comments on the debt ratio development Calculation debt ratio (in €000) 31.03.2022 31.03.2021
| Liabilities | 891 248 | 954 785 |
|---|---|---|
| To be excluded: | 5 979 | 34 931 |
| I. Non-current liabilities | 807 | 25 216 |
| Provisions | ||
| Authorised hedging instruments |
0 | 25 216 |
| Deferred taxes | 807 | 0 |
| II. Current liabilities | 5 171 | 9 715 |
| Provisions | ||
| Authorised hedging instruments |
||
| Accrued charges and deferred income |
5 171 | 9 715 |
| Total debt | 885 270 | 919 854 |
| Total assets | 1 812 228 | 1 763 008 |
| Authorised hedging instruments - assets |
11 120 | 0 |
| Total Assets taken into account for the calculation |
||
| of the debt ratio | 1 801 109 | 1 763 008 |
| DEBT RATIO | 49.15% | 52.18% |
Article 24 of the BE-REIT Belgian Royal Decree requires public BE-REITs to draw up a budget forecast with an implementation schedule when its consolidated debt ratio and that of its perimeter companies exceeds 50% of the consolidated assets. The budget forecast describes the measures that will be taken to prevent the consolidated debt ratio from exceeding 65% of consolidated assets. The debt ratio is lower than 50% on 31 March 2022.
Related parties
The company's related parties are its subsidiaries and its directors and members of the management committee. Transactions with subsidiaries are eliminated in the consolidation.
The company has not concluded any transactions with related parties (as defined under IFRS) during the financial years 2020/2021 and 2021/2022, nor in the period between 1 April 2022 and the date of this report.
The remuneration for directors and executive officers is recorded under "corporate operating costs" (see note 10).
| (in €000) | 31.03.2022 | 31.03.2021 |
|---|---|---|
| Directors | 1 568 | 1 555 |
| Total | 1 568 | 1 555 |
| Auditor's fee (VAT excl.) | 31.03.2022 | 31.03.2021 |
|---|---|---|
| Remuneration of the auditor for the audit assignment |
114 | 104 |
|---|---|---|
| Remuneration for exceptional duties or special assignments |
||
| - Other audit assignments | 53 | 27 |
| - Tax consultancy assignments | ||
| - Other assignments outsite the audit assignment |
0 | 0 |
In compliance with paragraph article 3:64 of the Belgian Code of Companies and Associations, the 70% rule needs to be assessed at the level of Retail Estates nv. It was not exceeded. No assignments were carried out in addition to the audit assignments.
Acquisitions and in-house developments in financial year 2021-2022 resulted in an increase of the real estate portfolio by €72.51 million. As a result of these investments, total rental income increased by €2.79 million in financial year 2021-2022. If the acquisitions had taken place on 1 April 2021, the rental income would have increased by €4.18 million. The operating result increased by €2.34 million as a result of these investments. Please refer to the management report for more information on the structuring and financing of these acquisitions.
Acquisitions and in-house developments in financial year 2020-2021 resulted in an increase of the real estate portfolio by €99.60 million. As a result of these investments, total rental income increased by €5.40 million in financial year 2020-2021. If the acquisitions had taken place on 1 April 2019, the rental income would have increased by €6.16 million. The operating result increased by €4.61 million as a result of these investments. Please refer to the management report in the 2020-2021 annual report for more information on the structuring and financing of these acquisitions.
Divestments were made during the 2021-2022 financial year for a net sale price of €31.84 million, which resulted in a decrease in investment properties by €22.74 million and a decrease in assets held for sale by €8.77 million. Rental income declined by €1.36 million as a result of these divistments. If the divestments had taken place on 1 April 2021, the rental income would have decreased by €2.35 million.
Divestments were made during the 2020-2021 financial year for a net sale price of €43.79 million, which resulted in a decrease in investment properties by €24.21 million and a decrease in assets held for sale by €18.75 million. Rental income declined by €0.41 million as a result of these divestments. If the divestments had taken place on 1 April 2020, the rental income would have decreased by €2.10 million.
No significant events took place after the balance sheet date.
As per 31 March 2022, the following subsidiaries are part of the consolidation perimeter of Retail Estates nv:
| Subsidiary | External financial debts5 (in €000) |
Investment properties5 (in €000) Rental income6 (in €000) |
Participation percentage |
|
|---|---|---|---|---|
| Retail Warehousing Invest | 110 242 | 3 381 | 100% | |
| Inducom | 3 288 | 100% | ||
| Finsbury Properties | 0 | 561 | 100% | |
| Regreen | 758 | 50 | 100% | |
| Veilinghof 't Sas | 26,19% | |||
| Retail Estates Nederland | 60 756 | 5 094 | 100% | |
| Cruquius Invest | 74 101 | 5 307 | 100% | |
| Spijkenisse Invest | 10 250 | 43 002 | 3 139 | 100% |
| Heerlen I Invest | 59 991 | 4 240 | 100% | |
| Heerlen II Invest | 54 620 | 4 025 | 100% | |
| Retail Estates Middelburg Invest | 30 560 | 2 327 | 100% | |
| Breda I Invest | 38 209 | 2 816 | 100% | |
| Breda II Invest | 23 290 | 1 702 | 100% | |
| Naaldwijk Invest | 18 701 | 1 718 | 100% | |
| Zaandam Invest | 23 590 | 1 740 | 100% | |
| Osbroek Invest | 66 871 | 4 889 | 100% |
5 Value at closing date of the consolidated figures (31.03.2022).
6 For the period the companies are part of the Group in the current financial year.
On 22 April 2021 Retail Estates incorporated the subsidiary "Regreen", mainly for its investments in photovoltaic systems and possibly other sustainable investments like charging stations and water infiltration basins.
Retail Estates initially purchased the building of the former chicory auction from BelOrta for a price of €5.81 million via a new company (Veilinghof 't Sas nv). Subsequently, Retail Estates combined its participating interests with those of the neighbouring owner (TVK-BRAVA cv) by entering into a merger by which this company was absorbed by Veilinghof 't Sas nv. As a result, a site was created with a surface area of 37.708 m², including 16.341 m² of warehouses. These buildings will initially be let to logistics companies on the basis of short-term contracts. The purpose is to redevelop this site after the demolition of the existing buildings and to erect new buildings that will be let and that will serve a purpose in line with the current urbanistic purpose of the site (service sector). The investment was made by way of speculation, as no environmental permit has been applied for nor obtained to date.
On 31 March 2022 the participating interest in the company Veilinghof 't Sas is 26.19%.
The acquisition of real estate companies is not regarded as a business combination under IFRS 3 based on the conclusion that this definition is not applicable given the nature and the size of the acquired company. The company in question owned a limited number of properties. Its employees have not been retained and their activities have been discontinued.
The companies Retail Estates Nederland, Cuquius Invest, Spijkenisse Invest, Heerlen I Invest, Heerlen II Invest, Breda I Invest, Breda II Invest, Zaandam Invest, Naaldwijk Invest, Osbroek Invest and Retail Estates Middelburg were incorporated in the Netherlands. The other companies were incorporated in Belgium.
Determination of the amount in accordance with Article 7:212 of the Belgian Code of Companies and Associations
The amount of the paid-up capital as referred to in article 7:212 of the Belgian Code of Companies and Assoiations or, if higher, the amount of the called-up capital
increased by all the reserves which cannot be distributed in accordance with the law or with the provisions of the articles of association, is determined in Article 13, §1, of the BE-REIT Belgian Royal Decree.
This calculation is carried out on the basis of the statutory annual accounts of Retail Estates nv.
| (in €000) | 31.03.2022 | 31.03.2021 |
|---|---|---|
| Non-distributable elements of the shareholders' equity before distribution of results | 660 748 | 646 960 |
| Paid-up capital | 289 213 | 276 560 |
| Non-available issue premiums pursuant to the articles of association | 315 410 | 316 792 |
| Reserve for the positive balance of the variations of the fair value of real estate | 108 624 | 110 562 |
| Reserve for the impact on the fair value of estimated transfer rights and costs resulting from the hypothetical disposal of investment properties |
-28 903 | -28 608 |
| Reserve for the balance of the changes in fair value of authorised hedging instruments qualifying for hedge accounting |
-396 | -2 226 |
| Reserve for the balance of the changes in fair value of authorised hedging instruments not qualifying for hedge accounting |
-23 205 | -26 125 |
| Other reserves | 5 | 5 |
| Profit and loss of the financial year that must be allocated to the non distributable reserves in accordance with Article 13, §1, of the RREC R.D. |
55 350 | -2 123 |
| Result on portfolio | -1 021 | -559 |
| Share in the non recurring result of holding incorporated using the equity method | 21 898 | -4 238 |
| Changes in fair value of financial assets and liabilities | 34 474 | 2 674 |
| Total shareholders' equity, statutory, non-distributable | 716 098 | 644 837 |
| Shareholders' equity, statutory | 915 746 | 804 581 |
| Planned dividend distribution | 60 842 | 56 996 |
| Shareholders' equity, statutory, after distribution of dividends | 854 905 | 747 585 |
| Remaining reserve after distribution | 138 805 | 102 748 |
Retail Estates applies the look-through approach with respect to its distribution obligation. The look-through approach can be described as a consolidation approach in the statutory annual accounts at the level of the distribution obligation, the appropriation of results and the distribution restrictions. The share in the results of the shareholdings is incorporated into the unavailable and available reserves as if it concerned the results of the parent BE-REIT.
On 31 March 2022 the share in the result of the shareholdings that was processed in accordance with the
change in equity method amounted to €40.91 million. Of this amount, €21.90 will be added to the reserves for the balance of the change in the fair value of the real estate and €19.02 million will be added to the result carried forward.
IFRS 8 defines an operating segment as follows: An operating segment is a component of the entity (IFRS 8.5):
– that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of an same entity);
Since the 2018-2019 financial year, Retail Estates has distinguished between two geographical segments: Belgium and the Netherlands.
The management committee acts as CODM within Retail Estates.
| 31.03.2022 | 31.03.2021 | |||||||
|---|---|---|---|---|---|---|---|---|
| Segmented information – results by segment (in €000) |
Belgium | The Netherlands |
Un allocated amounts |
TOTAL | Belgium | The Netherlands |
Un allocated amounts |
TOTAL |
| Rental income | 78 775 | 36 998 | 115 773 | 70 749 | 31 855 | 102 604 | ||
| Rental related expenses | -231 | 37 | -194 | -2 103 | -99 | -2 202 | ||
| Net rental income | 78 545 | 37 035 | 115 579 | 68 646 | 31 756 | 100 402 | ||
| Recovery of property expenses | ||||||||
| Recovery of rental charges and taxes normally payable by tenants on let properties |
8 753 | 3 211 | 11 963 | 7 780 | 2 819 | 10 599 | ||
| Rental charges and taxes normally payable by tenants on let properties |
-9 291 | -4 661 | -13 953 | -8 177 | -3 990 | -12 167 | ||
| Other rental related income and expenses | -65 | -21 | -86 | -96 | 0 | -96 | ||
| Property result | 77 940 | 35 563 | 113 504 | 68 154 | 30 584 | 98 738 | ||
| Technical costs | -3 540 | -1 493 | -5 032 | -1 765 | -515 | -2 280 | ||
| Commercial costs | -924 | -103 | -1 027 | -411 | -97 | -508 | ||
| Charges and taxes on unlet properties | -256 | -171 | -427 | -716 | -151 | -867 | ||
| Property management costs | -2 728 | -900 | -3 629 | -2 226 | -991 | -3 217 | ||
| Other property costs | -410 | 0 | -410 | -1 | -5 | -6 | ||
| Property costs | -7 857 | -2 667 | -10 524 | -5 118 | -1 759 | -6 877 | ||
| Operating property result | 70 083 | 32 896 | 102 980 | 63 035 | 28 825 | 91 860 |
| 31.03.2022 | 31.03.2021 | |||||||
|---|---|---|---|---|---|---|---|---|
| Segmented information – results by segment (in €000) |
Belgium | The Netherlands |
Un allocated amounts |
TOTAL | Belgium | The Netherlands |
Un allocated amounts |
TOTAL |
| Operating corporate costs | -6 050 | -6 050 | -6 123 | -6 123 | ||||
| Other current operating income and expenses | ||||||||
| Operating result before result on portfolio | 96 930 | 85 737 | ||||||
| Result on disposals of investment properties | 313 | 21 | 334 | -7 | 832 | 825 | ||
| Result on sales of other non-financial assets | ||||||||
| Changes in fair value of investment properties | 3 306 | 19 778 | 23 083 | 3 789 | -9 752 | -5 963 | ||
| Other result on portfolio | -717 | -604 | -1 321 | 232 | 760 | 992 | ||
| Operating result | 119 026 | 81 592 | ||||||
| Financial income | 248 | 248 | 232 | 232 | ||||
| Net interest charges | -18 485 | -18 485 | -20 592 | -20 592 | ||||
| Changes in fair value of financial assets and liabilities |
34 476 | 34 476 | 2 674 | 2 674 | ||||
| Other financial charges | -81 | -81 | -70 | -70 | ||||
| Financial result | 16 158 | 16 158 | -17 757 | -17 757 | ||||
| Result in associated companies | -10 | -10 | ||||||
| Result before taxes | 135 174 | 63 836 | ||||||
| Taxes | -164 | -3 172 | -3 337 | -6 | -2 393 | -2 399 | ||
| Net result | 131 837 | 61 437 | ||||||
| Segmented balance sheet | ||||||||
| 31.03.2022 | 31.03.2021 | |||||||
| Segmented information – assets by segment (in €000) | Belgium | Netherlands | The | TOTAL | Belgium | The Netherlands |
TOTAL |
| Investment properties7 |
|---|
| ------------------------ |
| 31.03.2022 | 31.03.2021 | |||||
|---|---|---|---|---|---|---|
| Segmented information – assets by segment (in €000) | Belgium | The Netherlands |
TOTAL | Belgium | The Netherlands |
TOTAL |
| Investment properties7 | 1 266 188 | 493 691 | 1 759 879 | 1 244 081 | 473 164 | 1 717 245 |
| Non-current assets or groups of assets held for sale | 11 807 | 0 | 11 807 | 7 931 | 0 | 7 931 |
7 Including investment properties under construction (IAS 40).
Key sources of estimation uncertainty in accordance with IAS 1.125:
The implementation of the Group's accounting policies includes important evaluations in the field of classification of lease contracts and acquisition of shares in regulated real estate companies. Accounting estimates are used when the Group determines the fair value of its investment properties and financial instruments. The most important principles for the performance of assessments are based on the Group's experience and the contribution of the real estate experts. The key sources of estimation uncertainty are discussed in notes 21 (investment properties), 35 (financial instruments) and 41 (list of consolidated companies).
In het kader van de wettelijke controle van de geconsolideerde jaarrekening van Retail Estates NV (de "Vennootschap") en haar filialen (samen "de Groep"), leggen wij u ons commissarisverslag voor. Dit bevat ons verslag over de geconsolideerde jaarrekening en de overige door wet- en regelgeving gestelde eisen. Het vormt één geheel en is ondeelbaar.
Wij werden benoemd in onze hoedanigheid van commissaris door de algemene vergadering van 23 juli 2018, overeenkomstig het voorstel van de Raad van Bestuur uitgebracht op aanbeveling van het auditcomité. Ons mandaat loopt af op de datum van de algemene vergadering die beraadslaagt over de jaarrekening voor het boekjaar afgesloten op 31 maart 2021. Wij hebben de wettelijke controle van de geconsolideerde jaarrekening van de Vennootschap uitgevoerd gedurende 6 opeenvolgende boekjaren.
Wij hebben de wettelijke controle uitgevoerd van de geconsolideerde jaarrekening van de Groep, die de geconsolideerde balans op 31 maart 2021 omvat, alsook de geconsolideerde winst- en verliesrekening en het geconsolideerd overzicht van het globaal resultaat, het geconsolideerd mutatieoverzicht van het eigen vermogen en het geconsolideerd kasstroomoverzicht over het boekjaar afgesloten op die datum, en de toelichting met de belangrijkste gehanteerde grondslagen voor financiële verslaggeving en andere toelichtingen. Deze geconsolideerde jaarrekening vertoont een geconsolideerd balanstotaal van EUR '000' 1.763.008 en en de geconsolideerde winst- en verliesrekening sluit af met een nettoresultaat van het boekjaar van EUR '000' 61.436.
Naar ons oordeel geeft de geconsolideerde jaarrekening een getrouw beeld van het vermogen en de geconsolideerde financiële toestand van de Groep per 31 maart 2021, alsook van zijn geconsolideerde resultaten en van zijn geconsolideerde kasstromen over het boekjaar dat op die datum is afgesloten, in overeenstemming met de International Financial Reporting Standards (IFRS) zoals goedgekeurd door de Europese Unie en met de in België van toepassing zijnde wettelijke en reglementaire voorschriften.
Wij hebben onze controle uitgevoerd volgens de internationale controlestandaarden (ISA's) zoals van toepassing in België. Wij hebben bovendien de door de IAASB goedgekeurde internationale controlestandaarden toegepast die van toepassing zijn op de huidige afsluitdatum en nog niet goedgekeurd zijn op nationaal niveau. Onze verantwoordelijkheden op grond van deze standaarden zijn verder beschreven in de sectie "Verantwoordelijkheden van de commissaris voor de controle van de geconsolideerde jaarrekening" van ons verslag. Wij hebben alle deontologische vereisten die relevant zijn voor de controle van de geconsolideerde jaarrekening in België nageleefd, met inbegrip van deze met betrekking tot de onafhankelijkheid.
Wij hebben van de Raad van Bestuur en van de aangestelden van de Vennootschap de voor onze controle vereiste ophelderingen en inlichtingen verkregen.
Wij zijn van mening dat de door ons verkregen controleinformatie voldoende en geschikt is als basis voor ons oordeel.
Kernpunten van onze controle betreffen die aangelegenheden die naar ons professioneel oordeel het meest significant waren bij de controle van de geconsolideerde jaarrekening van de huidige verslagperiode. Deze aangelegenheden zijn behandeld in de context van onze controle van de geconsolideerde jaarrekening als geheel en bij het vormen van ons oordeel hierover, en wij verschaffen geen afzonderlijk oordeel over deze aangelegenheden. Het enige kernpunt van onze controle heeft betrekking op de:
De onderneming heeft op 31 maart 2021 vastgoedbeleggingen op het actief van de balans geboekt voor een totaalbedrag van
EUR '000' 1.717.246. De IFRS-standaarden vereisen dat vastgoedbeleggingen aan reële waarde worden geboekt. De bepaling van die reële waarde hangt sterk af van een aantal gekozen parameters. De belangrijkste zijn de huurwaarde van het vastgoed, de bezettingsgraad, de verdisconteringsvoet en de geschatte kosten voor onderhoud en herstellingen.
In overeenstemming met de voor gereglementeerde vastgoedvennootschappen van toepassing zijnde wetgeving worden de vastgoedbeleggingen gewaardeerd door een externe schatter.
De waardering van de vastgoedbeleggingen vormt een kernpunt bij onze controle van de geconsolideerde jaarrekening, enerzijds vanwege hun materieel belang in de jaarrekening en anderzijds vanwege het subjectieve karakter van het waarderingsproces.
Voor meer informatie betreffende de waardering van de vastgoedbeleggingen verwijzen wij naar toelichting 21 en 22 van deze Geconsolideerde Jaarrekening.
Wij hebben de betrouwbaarheid van de externe waardering en de redelijkheid van de gebruikte parameters geëvalueerd op basis van onderstaande werkzaamheden:
Wij hebben de objectiviteit, onafhankelijkheid en bekwaamheid van de externe schatters beoordeeld;
Bovendien hebben wij voor de wijzigingen in de reële waarde ten opzichte van 31 maart 2020 de redelijkheid van de onderliggende parameters geanalyseerd;
Daarnaast hebben wij ook de realisatiewaarden van de vastgoedbeleggingen die werden verkocht tijdens het boekjaar vergeleken met hun reële waarden in de laatste jaarrekening voor de overdracht;
Tenslotte hebben wij ons er van vergewist dat de opgenomen informatie in de toelichting van de Geconsolideerde Jaarrekening in overeenstemming is met de IFRS-standaarden.
De Raad van Bestuur is verantwoordelijk voor het opstellen van de geconsolideerde jaarrekening die een getrouw beeld geeft in overeenstemming met de International Financial Reporting Standards (IFRS) zoals goedgekeurd door de Europese Unie en met de in België van toepassing zijnde wettelijke en reglementaire voorschriften, alsook voor de interne beheersing die de Raad van Bestuur noodzakelijk acht voor het opstellen van de geconsolideerde jaarrekening die geen afwijking van materieel belang bevat die het gevolg is van fraude of van fouten.
Bij het opstellen van de geconsolideerde jaarrekening is de Raad van Bestuur verantwoordelijk voor het inschatten van de mogelijkheid van de Groep om zijn continuïteit te handhaven, het toelichten, indien van toepassing, van aangelegenheden die met continuïteit verband houden en het gebruiken van de continuïteitsveronderstelling, tenzij de Raad van Bestuur het voornemen heeft om de Groep te liquideren of om de bedrijfsactiviteiten te beëindigen, of geen realistisch alternatief heeft dan dit te doen.
de controle van de geconsolideerde jaarrekening Onze doelstellingen zijn het verkrijgen van een redelijke mate van zekerheid over de vraag of de geconsolideerde jaarrekening als geheel geen afwijking van materieel belang bevat die het gevolg is van fraude of van fouten, en het uitbrengen van een commissarisverslag waarin ons oordeel is opgenomen. Een redelijke mate van zekerheid is een hoog niveau van zekerheid, maar is geen garantie dat een controle die overeenkomstig de ISA's is uitgevoerd altijd een afwijking van materieel belang ontdekt wanneer die bestaat. Afwijkingen kunnen zich voordoen als gevolg van fraude of fouten en worden als van materieel belang beschouwd indien redelijkerwijs kan worden verwacht dat zij, individueel of gezamenlijk, de economische beslissingen genomen door gebruikers op basis van deze geconsolideerde jaarrekening, beïnvloeden.
Bij de uitvoering van onze controle leven wij het wettelijk, reglementair en normatief kader na dat van toepassing is op de controle van de jaarrekening in België. Een wettelijke controle biedt evenwel geen zekerheid omtrent de toekomstige levensvatbaarheid van de Groep, noch omtrent de efficiëntie of de doeltreffendheid waarmee de Raad van Bestuur de bedrijfsvoering van de Groep ter hand heeft genomen of zal nemen. Onze verantwoordelijkheden inzake de door de Raad van Bestuur gehanteerde continuïteitsveronderstelling worden hieronder beschreven.
Als deel van een controle uitgevoerd overeenkomstig de ISA's, passen wij professionele oordeelsvorming toe en handhaven wij een professioneel-kritische instelling gedurende de controle. We voeren tevens de volgende werkzaamheden uit:
– het identificeren en inschatten van de risico's dat de geconsolideerde jaarrekening een afwijking van materieel belang bevat die het gevolg is van fraude of van fouten, het bepalen en uitvoeren van controlewerkzaamheden die op deze risico's inspelen en het verkrijgen van controle-informatie die voldoende en geschikt is als basis voor ons oordeel. Het risico van het niet detecteren van een van materieel belang zijnde afwijking is groter indien die afwijking het gevolg is van fraude dan indien zij het gevolg is van fouten, omdat bij fraude sprake kan zijn van samenspanning, valsheid in geschrifte, het opzettelijk nalaten om transacties vast te leggen, het opzettelijk verkeerd voorstellen van zaken of het omzeilen van de interne beheersing;
Wij communiceren met de Raad van Bestuur en het auditcomité onder meer over de geplande reikwijdte en timing van de controle en over de significante controlebevindingen, waaronder eventuele significante tekortkomingen in de interne beheersing die wij identificeren gedurende onze controle.
Wij verschaffen aan het auditcomité tevens een verklaring dat wij de relevante deontologische voorschriften over onafhankelijkheid hebben nageleefd, en wij communiceren met hen over alle relaties en andere zaken die redelijkerwijs onze onafhankelijkheid kunnen beïnvloeden en, waar van toepassing, over de daarmee verband houdende maatregelen om onze onafhankelijkheid te waarborgen.
Uit de aangelegenheden die met het auditcomité zijn gecommuniceerd bepalen wij die zaken die het meest significant waren bij de controle van de geconsolideerde jaarrekening van de huidige verslagperiode, en die derhalve de kernpunten van onze controle uitmaken. Wij beschrijven deze aangelegenheden in ons verslag, tenzij het openbaar maken van deze aangelegenheden is verboden door wet- of regelgeving.
De Raad van Bestuur is verantwoordelijk voor het opstellen en de inhoud van het jaarverslag over de geconsolideerde jaarrekening en de andere informatie opgenomen in het jaarrapport over de geconsolideerde jaarrekening.
In het kader van onze opdracht en overeenkomstig de Belgische bijkomende norm bij de in België van toepassing zijnde internationale controlestandaarden (ISA's), is het onze verantwoordelijkheid om, in alle van materieel belang zijnde opzichten, het jaarverslag over de geconsolideerde jaarrekening, en de andere informatie opgenomen in het jaarrapport over de geconsolideerde jaarrekening te verifiëren, alsook verslag over deze aangelegenheden uit te brengen.
Na het uitvoeren van specifieke werkzaamheden op het jaarverslag over de geconsolideerde jaarrekening, zijn wij van oordeel dat dit jaarverslag overeenstemt met de geconsolideerde jaarrekening voor hetzelfde boekjaar en is opgesteld overeenkomstig het artikel 3:32 van het Wetboek van vennootschappen en verenigingen.
In de context van onze controle van de geconsolideerde jaarrekening zijn wij tevens verantwoordelijk voor het overwegen, in het bijzonder op basis van de kennis verkregen tijdens de controle, of het jaarverslag over de geconsolideerde jaarrekening en de andere informatie opgenomen in het jaarrapport over de geconsolideerde jaarrekening, zijnde volgende hoofdstukken van het jaarrapport:
een afwijking van materieel belang bevatten, hetzij informatie die onjuist vermeld is of anderszins misleidend is. In het licht van de werkzaamheden die wij hebben uitgevoerd, hebben wij geen afwijking van materieel belang te melden.
Huidig verslag is consistent met onze aanvullende verklaring aan het auditcomité bedoeld in artikel 11 van de verordening (EU) nr. 537/2014.
Sint-Stevens-Woluwe, 21 mei 2021
Damien Walgrave Bedrijfsrevisor
Voor het verslag van de Commissaris aan de Algemene Vergadering van aandeelhouders over de geconsolideerde jaarrekening voor het boekjaar afgesloten op 31 maart 2020 verwijzen we naar p. 204 e.v. van het Jaarlijks Financieel Verslag 2019-2020.
Voor het verslag van de Commissaris aan de Algemene Vergadering van aandeelhouders over de geconsolideerde jaarrekening voor het boekjaar afgesloten op 31 maart 2019 verwijzen we naar p. 182 e.v. van het Jaarlijks Financieel Verslag 2018-2019.
Chapters 9 to 12 contain an abridged version of the statutory annual accounts. The integral version of the statutory annual accounts as well as the related reports can be consulted on the website of Retail Estates (ww. retailestates.com) or can be obtained free of charge upon request.
The auditor has delivered an unqualifi ed statement for the statutory annual accounts.
| Rental income | |
|---|---|
| Rental related expenses |
| INCOME STATEMENT (in € 000) | 31.03.2022 | 31.03.2021 |
|---|---|---|
| Rental income | 74 784 | 66 513 |
| Rental related expenses | -224 | -2 094 |
| Net rental income | 74 560 | 64 419 |
| Recovery of property expenses | ||
| Recovery of rental charges and taxes normally payable by tenants on let properties | 8 345 | 7 338 |
| Rental charges and taxes normally payable by tenants on let properties | -8 861 | -7 710 |
| Other rental related income and expenses | -65 | -93 |
| Property result | 73 979 | 63 954 |
| Technical costs | -3 329 | -1 588 |
| Commercial costs | -891 | -412 |
| Charges and taxes on unlet properties | -240 | -683 |
| Property management costs | 783 | 1 258 |
| Other property costs | -409 | -1 |
| Property costs | -4 087 | -1 426 |
| Operating property result | 69 893 | 62 528 |
| Operating corporate costs | -4 912 | -5 229 |
| Other current operating income and expenses | ||
| Operating result before result on portfolio | 64 981 | 57 299 |
| Result on disposals of investment properties | 737 | -7 |
| Result on sales of other non-fi nancial assets | 0 | 0 |
| Changes in fair value of investment properties | 420 | 199 |
| Other result on portfolio | -1 441 | -758 |
| Result on disposals of investment properties | |
|---|---|
| Result on sales of other non-financial assets | |
| Changes in fair value of investment properties | |
| Other result on portfolio |
Operating result 64 697 56 734
| INCOME STATEMENT (in €000) | 31.03.2022 | 31.03.2021 |
|---|---|---|
| Financial income | 10 136 | 10 436 |
| Net interest charges | -18 630 | -20 613 |
| Changes in fair value of financial assets and liabilities | 34 474 | 2 674 |
| Other financial charges | -51 | -60 |
| Financial result | 25 929 | -7 563 |
| Share of result of associated companies and joint ventures | 0 | |
| Share in the result of holding incorporated using the equity method (1) | 40 914 | 11 590 |
| Result before taxes | 131 540 | 60 761 |
| Taxes | -111 | 225 |
| Net result | 131 429 | 60 986 |
| Note: | ||
| EPRA earnings | 75 341 | 63 116 |
| Result on portfolio | -284 | -566 |
| Changes in fair value of financial assets and liabilities | 34 474 | 2 674 |
| Share in the non recurring result of holding incorporated using the equity method | 21 898 | -4 238 |
(1) Until 31 March 2019, the holdings of the subsidiaries were valuated as financial instruments as per IFRS 9. Since 1 April 2019, the holdings have been valuated using the equity method as per IAS 28. Due to this change in the valuation rules, the dividend paid out from the holdings is recognised as a reduction in the book value of the holding, and the result of the affiliated companies is recognised under the section "Share in the result of holdings incorporated using the equity method". The subsidiaries dividend of 14.70 million euros that was paid out to the parent company in 2021 is now incorporated in the section "Share in the result of holdings incorporated using the equity method", instead of under section Financial income.
| Statement of the comprehensive result (in €000) | 31.03.2022 | 31.03.2021 |
|---|---|---|
| Net result | 131 429 | 60 986 |
| Other components of the comprehensive result, recyclable in income statements: | ||
| Impact on the fair value of estimated transaction rights and costs resulting from the hypothetical disposal of investment properties |
0 | 0 |
| Changes in the fair value of authorised hedging instruments qualifying for hedge accounting as defined by IFRS |
2 074 | 1 233 |
| Variations in fair value of available-for-sale financial assets | 0 | 0 |
| Conversion differences arising from the conversion of a foreign activity | 0 | 0 |
| Actuariële winsten en verliezen van toegezegd-pensioenregelingen | 0 | 0 |
| Income tax on the "other elements of the global result" | 0 | 0 |
| Other elements of the "global result", after tax | 0 | 0 |
| COMPREHENSIVE RESULT | 133 503 | 62 219 |
| ASSETS (in €000) | 31.03.2022 | 31.03.2021 |
|---|---|---|
| Non-current assets | 1 802 295 | 1 737 017 |
| Goodwill | ||
| Intangible non-current assets | 4 030 | 1 551 |
| Investment properties | 1 155 844 | 1 123 089 |
| Other tangible non-current assets | 6 330 | 6 301 |
| Financial non-current assets | 635 059 | 605 044 |
| Finance lease receivables | 1 030 | 1 030 |
| Trade receivables and other non-current assets | 2 | 2 |
| Current assets | 8 295 | 18 945 |
| Non-current assets or groups of assets held for sale | 851 | 341 |
| Trade receivables | 1 316 | 1 154 |
| Tax receivables and other current assets | 3 485 | 13 696 |
| Cash and cash equivalents | 895 | 2 149 |
| Deferred charges and | ||
| accrued income | 1 748 | 1 605 |
| TOTAL ASSETS | 1 810 590 | 1 755 963 |
| Shareholders' equity | 915 745 | 804 579 |
|---|---|---|
| Capital | 289 213 | 276 560 |
| Issue premiums | 315 410 | 316 792 |
| Reserves | 179 693 | 150 241 |
| Net result of the financial year | 131 429 | 60 986 |
| Liabilities | 894 846 | 951 385 |
| Non-current liabilities | 758 593 | 781 916 |
| Provisions | ||
| Non-current financial debts | 758 416 | 756 517 |
| Credit institutions | 574 344 | 577 074 |
| Long term financial lease | 8 843 | 4 357 |
| Other | 175 229 | 175 087 |
| Other non-current liabilities | 177 | 25 399 |
| Deferred taxes | ||
| Current liabilities | 136 252 | 169 469 |
| Current financial debts | 101 730 | 129 680 |
| Credit institutions | 101 730 | 129 680 |
| Short term financial lease | 0 | 0 |
| Trade debts and other current debts | 28 324 | 33 734 |
| Other current liabilities | 1 347 | 327 |
| Accrued charges and deferred income | 4 852 | 5 728 |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 1 810 590 | 1 755 963 |
| STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (in €000) | Capital ordinary shares | Issue premiums non-distributable |
Issue premiums distributable |
Reserves* | Net result of the financial year |
Minority interests | TOTAL Shareholders' Equity |
|---|---|---|---|---|---|---|---|
| Balance according to IFRS on 31 March 2020 | 275 801 | 315 410 | 0 | 146 405 | 58 641 | 0 | 796 257 |
| - Net appropriation of profits 2020-2021 | 0 | ||||||
| - Transfer of portfolio result to reserves | -5 344 | 5 344 | 0 | ||||
| - Transfer changes in fair value of authorised hedging instruments | -6 216 | 6 216 | 0 | ||||
| - Transfer of EPRA earnings to reserves | 14 627 | -14 627 | 0 | ||||
| - Reclassification between reserves | 0 | ||||||
| - Dividends of the financial year 2019-2020 | -55 574 | -55 574 | |||||
| - Capital increase | 0 | ||||||
| - Capital increase through contribution in kind | 795 | 1 382 | 2 177 | ||||
| - Increase in shareholders' equity as a result of mergers | -464 | -464 | |||||
| - Costs of capital increase | -37 | -37 | |||||
| - Other | 0 | 0 | |||||
| - Comprehensive result 31/03/2021 | 1 233 | 60 986 | 62 219 | ||||
| Balance according to IFRS on 31 March 2021 | 276 560 | 316 792 | 0 | 150 240 | 60 986 | 0 | 804 579 |
| - Net appropriation of profits 2021-2022 | 0 | ||||||
| - Transfer of portfolio result to reserves | -4 797 | 4 797 | 0 | ||||
| - Transfer changes in fair value of authorised hedging instruments | 2 677 | -2 677 | 0 | ||||
| - Transfer of EPRA earnings to reserves | 6 110 | -6 110 | 0 | ||||
| - Reclassification between reserves | 37 | -1 382 | 1 345 | 0 | |||
| - Dividends of the financial year 2020-2021 | -56 996 | -56 996 | |||||
| - Capital increase | 0 | ||||||
| - Capital increase through contribution in kind | 12 615 | 23 044 | 35 659 | ||||
| - Increase in shareholders' equity as a result of mergers | 0 | ||||||
| - Costs of capital increase | 0 | ||||||
| - Other | -1 000 | -1 000 | |||||
| - Comprehensive result 31/03/2022 | 2 074 | 131 429 | 133 503 | ||||
| Balance according to IFRS on 31 March 2022 | 289 213 | 315 410 | 24 389 | 155 304 | 131 429 | 0 | 915 746 |
Changes in the effective part of the fair value of authorised hedging instruments are not subjected to qualify for hedge accounting as defined by IFRS
| * Detail of the reserves (in €000) | Legal reserve | Reserve for the positive/ negative balance of changes in the fair value of real estate properties |
Available reserves | Impact on the fair value of estimated transfer rights and costs resulting from the hypothetical disposal of investment properties |
Changes in the effective part of the fair value of authorised hedging instruments qualifying for hedge accounting as defined by IFRS |
part of the fair value of authorised hedging instruments are not subjected to qualify for hedge accounting as defined by IFRS |
Results carried forward from previous financial years |
TOTAL |
|---|---|---|---|---|---|---|---|---|
| Balance according to IFRS on 31 March 2020 | 5 | 115 184 | 16 054 | -28 632 | -2 739 | -20 629 | 67 164 | 146 405 |
| - Net appropriation of profits 2020-2021 | ||||||||
| - Transfer of portfolio result to reserves | -5 314 | -30 | -5 344 | |||||
| - Transfer changes in fair value of authorised hedging instruments |
-6 216 | -6 216 | ||||||
| - Transfer of EPRA earnings to reserves | 14 627 | 14 627 | ||||||
| - Reclassification between reserves | 861 | -861 | 85 | -85 | 0 | |||
| - Capital increase through contribution in kind | 0 | |||||||
| - Increase in shareholders' equity as a result of mergers | -171 | -30 | -262 | -464 | ||||
| - Costs of capital increase | 0 | |||||||
| - Other | 0 | |||||||
| - Comprehensive result 31/03/2021 | 513 | 720 | 1 233 | |||||
| Balance according to IFRS on 31 March 2021 | 5 | 110 559 | 15 193 | -28 607 | -2 226 | -26 125 | 81 443 | 150 241 |
| - Net appropriation of profits 2021-2022 | ||||||||
| - Transfer of portfolio result to reserves | -4 101 | -695 | -4 796 | |||||
| - Transfer changes in fair value of | ||||||||
| authorised hedging instruments | 2 677 | 2 677 | ||||||
| - Transfer of EPRA earnings to reserves | 6 110 | 6 110 | ||||||
| - Reclassification between reserves | 3 167 | -3 167 | 400 | -400 | 0 | |||
| - Capital increase through contribution in kind | 0 | |||||||
| - Increase in shareholders' equity as a result of mergers | -1 | |||||||
| - Costs of capital increase | 0 | |||||||
| - Other | -1 000 | -1 000 | ||||||
| - Comprehensive result 31/03/2022 | 1 831 | 243 | 2 074 | |||||
| Balance according to IFRS on 31 March 2022 | 5 | 108 624 | 12 026 | -28 903 | -396 | -23 205 | 87 153 | 155 304 |
| Statutory appropriation of result (in €000) | 31.03.2022 | 31.03.2021 |
|---|---|---|
| A. Net result | 131 429 | 60 986 |
| B. Allocation to / transfer from reserves | ||
| - Allocation to / transfer from the reserves for the balance of changes in fair value of investment properties7 |
||
| Financial year | -305 | -137 |
| Previous financial years | ||
| Realisation of properties | ||
| - Allocation to / transfer from the reserves of estimated transfer rights and costs resulting from the hypothetical disposal of investment properties |
1 326 | 695 |
| - Allocation to / transfer from the reserves for the balance of changes in fair value of authorised hedging instruments not subject to hedge accounting |
||
| Financial year | -56 372 | 1 564 |
| Previous financial years | ||
| Transfer of the reserve for the balance of the exchange rate differences on monetary assets and liabilities (- / +) |
||
| Transfer of the tax deferred tax reserve with regard to real estate located abroad (- / +) | ||
| Transfer of the reserve for the dividends received for the repayment of financial debts (- / +) |
||
| - Allocation to / transfer from other reserves | -400 | -85 |
| Transfer of carried forward results from previous financial years (- / +) | 0 | -262 |
| C. Remuneration of capital, following article 13, § 1, first paragraph | 60 842 | 56 996 |
| D. Remuneration of capital - other than C | ||
| Result to be carried forward | 14 837 | 5 766 |
On 31 March 2022, the revaluation of the subsidiaries amounted to €40.91 million. Of this amount, €19.02 million will be added to the result carried forward (result of the subsidiaries that qualify for the look-through) and €21.90 million will be added to the reserves for the balance of the change in fair value of the real estate.
The board of directors of Retail Estates nv is responsible for the contents of this annual report, subject to information provided by third parties, including reports of the statutory auditor and the real estate experts.
The board of directors, the composition of which can be found in the "Management Report" chapter, hereby declares that, to the best of its knowledge:
This statement was added to the annual report based on article 12, §2, 3° of the RD of 14 November 2007.
In addition, the board of directors declares that, to the best of their knowledge, the company is not involved as a defendant in disputes that may have a material impact on the annual accounts.
The main risks facing the company are listed below. For each of the listed risks, measures and procedures are in place to assess, control and monitor the effects as much as possible. These measures and procedures are also discussed below.
The board of directors regularly evaluates the company's exposure to risks, the fi nancial impact of these risks and the actions that must be taken to monitor these potential risks, to avoid the risks and/or (where relevant) to limit the impact of these risks.
This list of risks is based on the information that was known at the time of preparation of this report. Other unknown and unlikely risks or risks that are not expected to have a signifi cant adverse effect on the company, its activities and its fi nancial situation may exist. The list of risks included in this chapter is therefore not exhaustive.
| INVESTMENT MARKET FOR OUT-OF-TOWN RETAIL PROPERTIES AND RETAIL PARKS | ||
|---|---|---|
| Description of the risk | Potential impact | Limiting factors and control |
| The reduced demand from investors for out-of-town retail properties. |
The value of the portfolio is estimated each quarter by independent real estate experts. A decrease in valuation leads to a decrease in shareholder's equity ("NAV") and, consequently, an increase in the debt ratio |
The value of out-of-town retail property is mainly determined by the commercial value of the property's location. Due to the scarcity of good locations, supply and demand tend to exert upward pressure in both the private and institutional investor markets. The values are generally infl ation-proof due to indexation of the rent, but they are interest rate sensitive due to the high debt ratio of many investors. The willingness to invest on the part of institutional investors can temporarily decrease due to macroeconomic factors that affect the availability and cost of credit. Experience shows that the private investor market, which still represents a major part of investments, is less sensitive to this. The debt ratio amounts to 49.15% on 31 March 2022 (the BE-REIT legislation set the maximum debt ratio at 65%). |
| INFLATION RISK | ||
| Description of the risk | Potential impact | Limiting factors and control |
| The Group's lease agreements contain indexation clauses on the basis of the health index (Belgium) or the consumer price index (the Netherlands), so that annual rental income evolves with the (indexed) infl ation rate. |
The Group's exposure to infl ation also concerns costs related to the lease, including those with respect to renovation and investment works, which may be linked to an index other than the health index, which could cause these costs to increase more quickly than the increase in rents. This may have an impact on the operational margin. If real estate costs increase 1% faster than the rental prices, this will have a 0.09% impact on the Group's operational margin (based on the data of 31 March 2022). Based on the data of 31 March 2022, the rental income variation can be estimated at € 1.00 million on an annual basis for each percentage point of variation of the health index. A continued high infl ation may lead to the exhaustion of the possibilities for an upward revision of the rent upon renewal (in Belgium after 9 years, in the Netherlands after 10 years) of the lease. |
The company seeks to reduce the risk of cost increases by entering into contractual agreements with its suppliers. Indexation was extremely low in the past 5 years, so that the average rental prices for an average tenant remain on a sustainable level. |
| DEFLATION RISK | ||
| Description of the risk | Potential impact | Limiting factors and control |
| Defl ation leads to a reduction in economic activity, which in turn results in a general fall in prices. |
In the case of defl ation, the health index will be negative, so rental income will fall. Based on the data of 31 March 2022, the rental income variation can be estimated at € 1.00 million on an annual basis for each percentage point of variation of the health index. |
The Group is partly protected against the risk of defl ation (and a corresponding decrease in rental income). Virtually all of the Group's lease agreements specify that the rent cannot fall below the level of the base rent (i.e. the base rent applicable when the lease agreement is concluded). But even in the case of these lease agreements, a decrease in rent to a level that is lower than the current rent but higher than the base price cannot be ruled out. |
| E-COMMERCE | ||
|---|---|---|
| Description of the risk | Potential impact | Limiting factors and control |
| Impact of the increasing importance of e-commerce on existing sales channels. |
Reduced demand for physical shops due to increased online shopping. |
Leasing to retailers that integrate the "multichannel" concept into their business model and thus integrate e-commerce into existing shops. |
| Demand for smaller shops (fewer m²) due | Splitting existing properties into smaller areas. | |
| to less stock being present in the shops. | The effect of the impact is also influenced by the retail segment in which the tenant is active. A large part of the activities of the Retail Estates tenants is less susceptible to e-commerce (home decoration, large scale retail activities, consumer goods,…). Within this scope we refer to the real estate report, which includes an overview of the commercial activities of the tenants. |
|
| EXTERNAL FACTORS - INCIDENTS | ||
| Description of the risk | Potential impact | Limiting factors and control |
| Impact of external factors and serious incidents (such as terror threat, vandalism, fire, explosion, storm and water damage, pandemics) that may occur in the buildings included in the real estate portfolio. |
Interrupted activity and consequentially loss of the tenant and reduced rental income. |
The company is insured against lost rental income for a period of 18 to 36 months (depending on the type of permit to be obtained) due to external factors and serious incidents. Please refer to the management report, in which the incidents are explicitly discussed. The Real Estate Report indicates the insured values for each cluster. |
| Decrease in rental income due to the closure of shops following the quarantine measures imposed by the government. |
Good liquidity position to tide over a temporary disruption of the cash flow. |
|
| Possible bankruptcies of tenants. | Usually a bank guarantee of 3 to 6 months is required. | |
| Increased volatility and uncertainty in the international markets. Decline in consumer confidence, long-term unemployment, increased tax burden on work. |
The company aims to build long-term relationships with financial partners and investors, and has unused credit facilities available to absorb liquidity shortages and finance investments for which firm commitments have already been made. Please refer to note 34 et seq. of this annual report for an overview of the outstanding credits and unused credit facilities. |
|
| Decrease in rents. | Sectoral diversification of customers and low average contractual rent. |
|
| Decrease in the fair value of real estate and consequently also in the Net Asset Value (NAV). |
Value is determined by the commercial value of the property's location. Retail Estates spreads its investments throughout all major shopping areas in Belgium and the Netherlands. These investments are concentrated in the subregions with strong purchasing power. |
| CHANGING ECONOMIC CLIMATE | |||||
|---|---|---|---|---|---|
| Description of the risk | Potential impact | Limiting factors and control | |||
| Impact of falling consumption and a declining economy |
Decrease in demand for shops. | Quality of the tenants with mainly retail chains. Please refer to note 23 of this annual report for the evolutions in terms of dubious debtors. |
|||
| Higher vacancy rates and/or lower rents when re-letting. |
Sectoral diversification of customers and low average contractual rent. |
||||
| Decrease in the fair value of real estate and consequently also in the Net Asset Value (NAV). |
Value is determined by the commercial value of the property's location. Retail Estates spreads its investments throughout all major shopping areas in Belgium and the Netherlands. These investments are concentrated in the subregions with strong purchasing power. |
||||
| Possible bankruptcies of tenants. | Usually a bank guarantee of 3 to 6 months is required. |
||||
| MACROECONOMIC FACTORS | |||||
| Description of the risk | Potential impact | Limiting factors and control | |||
| Increased volatility and uncertainty in the international markets. |
May lead to greater difficulty in accessing the stock market to acquire new capital/shareholder's equity or reduced availability of liquidity on debt capital markets with respect to the refinancing of outstanding bonds. |
The company aims to build long-term relationships with financial partners and investors, and has unused credit facilities available to absorb liquidity shortages and finance investments for which firm commitments have already been made. Please refer to note 34 et seq. of this annual report for an overview of the outstanding credits and unused credit facilities |
| VACANCY AND LOSS OF RENTAL INCOME | ||||
|---|---|---|---|---|
| Description of the risk | Potential impact | Limiting factors and control | ||
| Risk of increased vacancy and higher re-letting costs related to the evolution in supply and demand in the rental market. |
Rental income and cash flow affected by an increase in vacancy and the costs of re-letting. |
Diversified customer base with a good sectoral spread. Good market knowledge via in-house operational teams with strong know-how and knowledge of the retail business. Weekly follow-up and discussion of debt collection at the property meeting. |
||
| Decrease in the fair value of the real estate portfolio and consequently a decrease in the NAV and an increase in debt ratio. |
The occupancy rate remains high. | |||
| RENTABILITY | ||||
| Description of the risk | Potential impact | Limiting factors and control | ||
| Risk of rentability and quality of the tenants. |
Decrease in the quality and solvency of tenants, resulting in an increase in doubtful debtors, thereby reducing the level of debt collection. |
Permanent follow-up by means of a weekly debt collection and property meeting ensures a proper flow of information and a swift approach. Good market knowledge via in-house operational teams with strong know-how and knowledge of the retail business. |
||
| STRUCTURAL CONDITION OF THE BUILDINGS | ||||
| Description of the risk | Potential impact | Limiting factors and control | ||
| Risk of structural and technical deterioration during the life cycle of buildings. |
Ageing of buildings, which affects commer cial attractiveness. Loss of income and a long period in which the invested capital does not perform. |
Management makes every effort to anticipate these risks and, to this end, conducts a consistent policy with respect to maintenance and repairs. In practice, these interventions are limited mainly to the renovation of car parks and roofs. |
||
| ACQUISITIONS | ||||
| Description of the risk | Potential impact | Limiting factors and control | ||
| A large number of buildings in the company's real estate portfolio (and in that of its subsidiaries) were acquired in the context of the acquisition of shares in real estate companies or corporate restructuring such as mergers and (partial) demergers. Real estate companies over which control is acquired are typically absorbed by Retail Estates, which transfers all of the capital, assets as well as liabilities, of these companies to Retail Estates. |
There is a risk that hidden liabilities in these transactions will be transferred to Retail Estates, which would have a significant negative impact on the activities, results, profitability, financial position and outlook of the Group. |
Management takes the necessary precautions to identify possible risks prior to acquiring control (cf. due diligence with regard to technical, financial, fiscal and accounting as well as legal risks) and strives to obtain the necessary contractual guarantees from the seller/supplier. If necessary, this due diligence is supported by external advisers and a prior valuation by an independent real estate expert. |
| SOIL CONTAMINATION | ||||
|---|---|---|---|---|
| Description of the risk | Potential impact | Limiting factors and control | ||
| At a number of locations where the company has retail properties, activities were carried out in the past that were potentially polluting. |
Retail Estates is in principle not liable for such - by definition historical - contamination. The activities of the tenants of the company usually only result in a very limited risk of contamination and moreover are the responsibility of the tenant. However, the applicable legislation provides for complex, time consuming procedures when transferring real estate, and this can result in research and study costs. The regulations relating to soil transport result in additional costs if contaminated soil must be manipulated during construction work at such contaminated sites. |
Retail Estates attempts to integrate environmental issues into the due diligence research that typically precedes the acquisition of real estate and, as far as possible, to place responsibility for any soil contamination (including a possible remediation obligation) with the transferor of the property or the real estate company. |
||
| TRAFFIC INFRASTRUCTURE | ||||
| Description of the risk | Potential impact | Limiting factors and control | ||
| Out-of-town retail properties are by definition mainly accessible via regional roads. The road network is regularly refurbished with new roundabouts, cycle paths, tunnels etc. in the context of road safety. |
The result of such a refurbishment usually increases the commercial value of retail properties, since the traffic flow is often slowed and the environment around the shopping areas becomes safer. However, it cannot be ruled out that in exceptional cases access to some shopping areas may become more difficult or their visibility may decrease. |
Dialogue with the government to develop constructive solutions in the interest of all stakeholders. |
||
| KEY PERSONNEL | ||||
| Description of the risk | Potential impact | Limiting factors and control | ||
| The loss of key figures within the organisation. |
The loss of core competencies by the company could lead to a number of objectives being reached later than planned. |
Retail Estates pays appropriate attention to the well-being of its employees. The company's remuneration policy is in line with the market. Great importance is attached to managing the competences of the team members. |
||
| IT & FRAUD | ||||
| Description of the risk | Potential impact | Limiting factors and control | ||
| Risk of operational losses due to the failure of internal processes and systems, human errors or external events (fraud, natural disaster, cybercrime, etc.). |
Financial losses due to fraud, theft of sensitive data or interruption of activities. |
A disaster recovery plan was developed to ensure that the company's activities can be continued in the event of a disaster or crisis. A backup of all data is also stored in the cloud). |
||
| Appropriate measures have also been taken in terms of access and security. |
||||
| For IT-related services, Retail Estates is supported by an external partner with whom an SLA (Service Level Agreement) has been concluded. |
||||
| Retail Estates has taken out an insurance policy for financial and operational risks related to IT and fraud. |
| LIQUIDITY RISK | |||
|---|---|---|---|
| Description of the risk | Potential impact | Limiting factors and control | |
| Retail Estates is exposed to a liquidity risk that could result in a lack of cash in case of non-renewal or termination of its financing contracts. |
Impossibility to finance acquisitions or developments (via shareholder's equity as well as via debt) or increased costs that re duce the expected profitability. The lack of financing to repay interest, capital or operating expenses. |
A conservative and cautious financing strategy with a balanced spread of expiration dates, diversification of funding sources and an extensive group of bank partners. |
|
| Increased cost of debt due to higher bank margins, with an impact on earnings and cash flows. |
Please refer to note 34 et seq. of the annual report for an overview of the outstanding credits and unused credit facilities. |
||
| INTEREST RATE VOLATILITY | |||
| Description of the risk | Potential impact | Limiting factors and control | |
| The company risks an increase in its financial costs that may arise from the evolution of interest rates. |
Increased cost of debt, resulting in an impact on earnings and cash flows, and a decrease in profitability. |
The company applies a conservative policy that minimises this interest rate risk. |
|
| Strong fluctuations in the value of financial instruments with potential impact on NAV. |
Retail Estates nv uses interest rate swaps to hedge the interest rate risk on long-term loans concluded at a floating interest rate. The maturity of these instruments is matched to the maturity of the underlying credits. If the Euribor rate (interest rate for short-term loans) falls sharply, the market value of these instruments will undergo a negative change. However, this is an unrealised and non cash item. |
||
| In the context of negative interest rates, the method used by some banks of demanding a floor for the Euribor rate (which is used as a reference in the financing contracts) of 0% has a negative effect on the financial costs. Indeed, an asymmetry is present since Retail Estates must pay a negative interest rate for its hedging instrument while the banks use a 0% floor. |
In an interest rate swap, the variable interest rate is exchanged for a fixed interest rate. The company has limited the risk of "floors" with its 4 major banks as much as possible by allowing floors only for the portion of the credits that are not covered or by building in floors in the interest rate swaps. Please refer to note 34 et seq. of this annual report for more information about the hedges used by the company. |
||
| COUNTERPARTY RISK | |||
| Description of the risk | Potential impact | Limiting factors and control | |
| Concluding bank loans and hedging instruments with financial institutions entails a counterparty risk for the company if these financial institutions fail. |
Termination of existing credit lines, which must then be refinanced with another bank/financier, which involves restructuring costs and the risk of higher interest costs for the new credits. |
This risk is limited by spreading the sources of financing across different instruments and counterparties. |
| COVENANT RISK | ||||
|---|---|---|---|---|
| Potential impact | Limiting factors and control | |||
| Description of the risk Risk of the requirements to meet certain financial parameters under the credit agreements not being respected. |
Not respecting these covenants may re sult in early termination of these credits. |
The company generally has entered into the following covenants with its bankers and bondholders: - Retention of BE-REIT status - Minimum portfolio size - ICR (calculated on net rental results) ≥ 2 - Maximum debt ratio The Belgian BE-REIT Act imposes a maximum debt ratio of 65%. On the date of this report, the company complies with all covenants required by the banks and bond holders. In addition, in accordance with Art. 24 of |
||
| the BE-REIT Belgian Royal Decree, Retail Estates nv submits a budget forecast with an implementation schedule as long as the consolidated debt ratio, as defined in the same Belgian Royal Decree, is above 50%. This forecast describes the measures that will be taken to prevent the consolidated debt ratio from exceeding 65% of the consolidated assets. The evolution of the debt ratio is monitored at regular intervals and the influence of any planned investment operation on debt levels is analysed in advance. This obligation has no impact on the company's banking covenant risk. |
| RISK ASSOCIATED WITH REGULATORY CHANGE | |||
|---|---|---|---|
| Description of the risk | Potential impact | Limiting factors and control | |
| Changes in regulations, including fiscal, environmental, urban planning, mobility policy and sustainable development as well as new provisions related to the leasing of real estate and the extension of permits with which the company, its real estate, and/or the users to whom the real estate is made available must comply. |
Negative influence on business, profits, profit-ability, the financial situation and prospects. |
Constant monitoring of existing, potentially changing or future new laws and regulations and compliance with these laws and regulations, assisted by external specialist advisers |
|
| RISK ASSOCIATED WITH NON-COMPLIANCE WITH THE REGULATIONS | |||
| Description of the risk | Potential impact | Limiting factors and control | |
| There is a risk that, possibly due to the (fast) evolution of the regulations applicable to the company (please refer in this context to "Risks associated with |
Failure to comply with the relevant legislation can have a financial or legal impact on the company; the nature and extent of this impact depends on the |
The company shall make every effort to ensure that its executives and employees have the required background and knowledge to adequately implement the relevant legislation. |
|
| regulatory change"), the Company itself, its executives or its employees do not adequately comply with the relevant regulations or that these persons do not |
legislation that is not complied with. | The Company has a Corporate Governance Charter and a Dealing Code. Both documents have been published on the Company's website and have been communicated to the team. |
|
| act with integrity. | The Dealing Code is an integral part of the Corporate Governance Charter of the Company. |
||
| PERMITS | |||
| Description of the risk | Potential impact | Limiting factors and control | |
| The lack of proper urban planning permits and permits for specific properties. |
Impact on the value of the real estate, since this value is largely determined by the presence of all urban planning permits and permissions under the law on commercial establishments according to the desired use of the property. |
Management devotes due attention to reviewing the urban planning permits when acquiring and developing retail outlets. |
|
| If a new use must be allocated to the property due to external circumstances, changes to the permits granted must be requested. Obtaining such changes is often time consuming and the process lacks transparency, which may cause property to be temporarily vacated, even though tenants had been found for it. |
In addition, management continuously tries to evaluate changes in urban planning permits and permissions and compliance with these permits and permissions, and to anticipate such changes. |
| TOWN PLANNING REGULATIONS | ||
|---|---|---|
| Description of the risk | Potential impact | Limiting factors and control |
| If the town planning regulations change, retail units for which an authorisation was received will no longer be allowed to undergo changes subject to authorisation that are contrary to the new purpose desired by the government. |
As the retail units cannot be given any other purpose than their original authorised purpose, the possible uses are more limited than usual. In addition, all transformations that may jeopardise the optimisation of the buildings are excluded. However, the retail units can still be rented within these limits. |
The management attempts to prevent this kind of situations by making use of all legal remedies available pursuant to the applicable laws within the context of the revision of town planning regulations in order to maintain some flexibility. If this is not possible, a redevelopment of the site concerned will be considered, in line with the purpose desired by the government. |
| RISKS ASSOCIATED WITH THE STATUS OF PUBLIC BELGIAN REAL ESTATE INVESTMENT TRUST | ||
| Description of the risk | Potential impact | Limiting factors and control |
| Risk of future changes to the legislation on BE-REITs, which would make it no longer possible for the company to enjoy the favourable fiscal transparency system for BE-REITs. The company is also subject to the risk of future adverse changes to this system. |
Risk of loss of recognition of the status of public BE-REIT. Loss of the favourable tax system of a BE-REIT and mandatory repayment of certain credits in case of non-compliance with the rules. |
Constant monitoring of legal requirements and compliance with these requirements, assisted by external specialist advisers. Intensive dialogue with the regulator in the context of prudential oversight of the BE-REITs. Representation of the company in organisations representing the BE-REIT sector. |
| TAX LAW | ||
| Description of the risk | Potential impact | Limiting factors and control |
| The exit tax owed by companies whose assets are taken over by a BE-REIT in case of e.g. a merger is calculated taking into account Circular Ci.RH. 423/567.729 of the Belgian Tax Authorities of 23 December 2004, the interpretation or practical application of which may always change. The "actual value for tax purposes" referred to in this circular is calculated with a deduction of registration fees or VAT (which would apply in the event of a sale of the assets) and may differ from the fair value of the real estate as recorded in the balance sheet of the public BE-REIT in accordance with IFRS 13. |
Non-compliance with relevant tax legislation may have a financial or legal impact on the company. |
The company shall make every effort to ensure that its executives and employees have the required background and knowledge to adequately implement the relevant tax legislation. |
| RISKS ASSOCIATED WITH THE STATUS OF INSTITUTIONAL BE-REITs | ||
| Description of the risk | Potential impact | Limiting factors and control |
| The company has control over one institutional BE-REIT: Retail Warehousing |
Risk of loss of recognition of the status of institutional BE-REIT. Loss of the |
Constant monitoring of legal requirements and compliance with these requirements, assisted by |
Invest nv. Like Retail Estates nv, Retail Warehousing Invest nv is subject to the Belgian BE-REIT Act in its capacity as an
institutional BE-REIT.
| Risk of loss of recognition of the status of institutional BE-REIT. Loss of the favourable tax system of a BE-REIT and mandatory repayment of certain credits in case of non-compliance with the rules. |
Constant monitoring of legal requirements and compliance with these requirements, assisted by external specialist advisers. Intensive dialogue with the regulator in the context of prudential oversight of the BE-REITs. |
|---|---|
| Representation of the company in organisations representing the BE-REIT sector. |
| RISKS WITHIN THE CONTEXT OF THE TIGHTENING OF ESG (ENVIRONMENTAL SOCIAL GOVERNANCE) RULES | ||
|---|---|---|
| Description of the risk | Potential impact | Limiting factors and control |
| Climate regulations worldwide are made stricter in order to reduce the risks linked to global warming (extreme weather conditions). |
Risk of a negative perception of the company's long-term sustainability. |
Retail Estates has developed a strategic ESG policy to which an ESG action plan is linked. We refer to the ESG report in this annual report. |
| As a result, restrictions may be imposed with respect to compliance with certain minimum standards for buildings. |
Impact on the fair value of real estate. A decrease in valuation leads to a decrease in shareholder's equity ("NAV") and, consequently, an increase in the debt ratio of the company. |
|
| The tightening of the regulations with respect to green financing causes the capital markets to search for green investments and assets financed by green funds. |
Risk of financing (in the broad sense of the word) becoming more expensive. |
Retail estates nv - Public Belgian Real Estate Investment Trust organised and existing under the laws of Belgium.
Industrielaan 6, 1740 Ternat. In accordance with article 2 of the articles of association, the company's registered offi ce can be relocated within Belgium following a decision by the board of directors provided that the relocation does not entail a change of language of the articles of association in accordance with the applicable language legislation. Such a decision does not require any amendment to the articles of association, unless the company's registered offi ce is relocated to another Region. Should this be the case the board of directors has the power to decide to amend the articles of association. If the language of the articles of association must be changed as a result of the relocation of the registered offi ce, only the general meeting has the power to take this decision, in compliance with the requirements for an amendment to the articles of association.
The company is registered with the Belgian Crossroads Bank for Enterprises, district Brussels, Dutch-language division, under legal entity register number 0434.797.847. Its legal entity identifi er (LEI) is 5493007CO5W5OBFG7L21.
The company's website is: www.retailestates.com and the company can be contacted at the following email address: [email protected].
The limited liability company ("naamloze vennootschap") "Retail Estates – Vastgoedbevak naar Belgisch recht" (currently "Openbare GVV naar Belgisch recht" – "Public BE-REIT organised and existing under the laws of Belgium") was incorporated pursuant to a deed executed in the presence of the notary public Urbain Drieskens at Houthalen on 12 July 1988 and subsequently published in the Annexes to the Belgian Offi cial Gazette on 29 July 1988 under number 880729-313.
The articles of association were most recently amended by minutes drawn up by Tim Carnewal, associated notary public in Brussels, on 1 June 2022.
The company has been incorporated for an unlimited period of time.
Please refer to Article 3 of the articles of association as included under section "2. Articles of Association" in the Permanent Document of this Annual Financial Report.
The fi nancial year of the company starts on 1 April and ends on 31 March of each year. The fi rst fi nancial year as a real estate investment company (currently "Belgian Real Estate Investment Trust") ran from 1 April 1998 to 31 March 1999.
The non-consolidated and consolidated annual accounts, articles of association, annual reports and other information disclosed publicly on behalf of the shareholders can be obtained free of charge at the registered offi ce of the company. The non-consolidated and consolidated annual accounts and the supplementary reports shall be deposited with the National Bank of Belgium. The articles of association can be obtained from the Registry of the Brussels Enterprise Court at Brussels, or on the website www.retailestates.com.
Notices convening shareholders' meetings shall be published in the Annexes to the Belgian Offi cial Gazette and in the newspaper De Standaard. The convening notices and all relevant documents shall simultaneously be available on the company's website at www.retailestates. com: Investor Relations > Shareholders' agenda > (Extraordinary) shareholders' meeting.
All press releases and other fi nancial information published by Retail Estates nv can be viewed on the website.
The annual reports of the company shall be sent to holders of registered shares, to other holders of securities who have fulfi lled the formalities prescribed by the Belgian Code of Companies and Associations and to any person who requests them. They can also be obtained at the registered offi ce of the company.
The rights of the company's shareholders can only be changed in accordance with the applicable provisions of the Belgian Code of Companies and Associations. Furthermore, any proposal to amend the articles of association must be approved in advance by the FSMA, in accordance with article 12 of the BE-REIT Act, and by the company's general meeting (except in case of use of the authorised capital by the board of directors).
The BE-REIT regime is governed by the Belgian Act of 12 May 2014, amended for the last time by the Act of 2 June 2021, and by the Belgian Royal Decree of 13 July 2014, amended for the last time on 23 April 2018.
The concept of a Belgian Real Estate Investment Trust is based on Real Estate Investment Trusts (USA – "REITs").
The intention of lawmakers was for a BE-REIT to guarantee optimum transparency of real estate investments and to assure maximum disbursement of cash flow while allowing investors to enjoy numerous benefits. The BE-REIT is regulated by the FSMA and is subject to specific regulations, the most important of which are:
virtually complete exemption from corporation tax;
an advance levy (currently 27%) must be deducted from the payable dividend. This is by way of discharge of obligations, insofar as it concerns individuals who acquired the shares as part of the management of their private property;
The objective of all these rules is to limit risks. Companies that merge with a BE-REIT are subject to a tax of 15%1 on the unrealised gains and tax-free reserves, i.e. the 'exit tax', plus a supertax at the prevailing rate.
The Company name is preceded or followed by the words "public regulated real estate company under Belgian law" or "public RREC under Belgian law" and all documents produced by the Company contain the same words.
The Company is governed by the RREC Act and the royal decree of 13 July 2014 relating to the regulated real estate companies, as amended from time to time (hereafter the "RREC Royal Decree") (this act and this royal decree are hereafter together referred to as the "RREC legislation").
The registered office of the Company is located in the Flemish Region.
The board of directors has the power to transfer the registered office of the Company within Belgium provided that the transfer does not require a change in the language of the articles of association pursuant to the applicable language legislation. Such decision does not require the amendment of the articles of association, unless the Company's registered office is transferred to another Region. In such case, the board of directors has the power to amend the articles of association.
If as a result of the transfer of the registered office, the language of the articles of association must be changed, the general meeting of shareholders shall have the sole power to take such decision, taking into account the requirements applicable to the amendment of the articles of association.
The Company may, by simple decision of the board of directors, establish administrative seats, branches or agencies in Belgium as well as abroad.
The Company may, in application and within the limits of article 2:31 of the Companies and Associations Code, be contacted at the following e-mail address: [email protected].
The website of the Company is: www.retailestates.com.
The board of directors can change the Company's e-mail address and website in accordance with the Companies and Associations Code.
The sole exclusive object of the Company is:
Real estate is understood to mean:
1 This rate applies as from 1 January 2020; previously a rate of 12.50% applied.
real estate companies, provided, in the last case, that the Company holds more than 25% of the capital therein, either directly or indirectly;
xii. all other goods, shares or rights defined as real estate by the regulations applicable to regulated real estate companies;
(c) to enter into in the long-term, either directly or through a company in which it holds participating interests in accordance with the provisions of the RREC legislation, possibly in cooperation with third parties or with a public contracting authority or adhere to one or more:
In the context of the provision of real estate, the Company may in particular carry out all activities related to the establishment, construction (without prejudice to the prohibition to act as a property developer, except in case of occasional transactions), remodelling, renovation, development, acquisition, disposal, furnishing, letting, sub-letting, exchange, contribution, transfer, subdivision, bringing of real estate assets into a system of co-ownership or joint ownership as described above, the granting or acquisition of right of superficies, the right to the usufruct, long-term lease or other in rem or personal rights on properties as described above, and the management and operation of real estate.
The Company may, by means of contribution in cash or in kind, merger, demerger or other corporate restructuring, registration, participation, membership, financial support or in any other way, acquire a share (or be a member) of any existing or future companies, businesses or associations in Belgium or abroad with a corporate object that is similar or complementary to that of the Company (including participating interests in a perimeter company that provides services to the tenants of the buildings of the Company and/or its perimeter companies) or that supports or facilitates the realisation of its object and, in general, execute all transactions connected directly or indirectly to its corporate object.
The Company may grant mortgages or other forms of security as well as extend loans to, and serve as a guarantor for, a perimeter company within the limits of the RREC legislation.
The Company may, on a temporary or subsidiary basis, also invest in securities that are not real estate within the meaning of the RREC legislation. Such investments shall be made in accordance with the risk management policy adopted by the Company, and shall be diversified to ensure an adequate risk diversification. The Company may hold unallocated liquid assets. The liquid assets can be held in all currencies, in the form of deposits on demand, term deposits, or any money market instrument that makes the money readily available. In addition, the Company may engage in transactions involving hedging instruments, provided the latter are carried out for the sole purpose of hedging the interest rate and exchange risk, expressly excluding any speculative transactions.
The Company and its perimeter companies may lease out or take a lease on (under finance leases) one or more properties , with or without purchase option. Leasing out with a purchase option may only be carried out as an additional activity , unless the properties in question are intended to be used in the public interest, including social housing and education (in which case this activity may form part of the company's main activities).
In general, the Company is deemed to carry out all of its activities and transactions in accordance with the rules and within the limits provided for by the RREC legislation and any other applicable legislation.
The Company cannot:
The Company is prohibited from:
The Company has been incorporated for an unlimited period of time.
The capital of the Company amounts to two hundred ninety-seven million six hundred thousand three hundred twenty-two euro and ninety-one cents (EUR 297.600.322,91), and is divided into thirteen million two hundred twenty-six thousand four hundred fifty-two (13,226,452) entirely paid up shares, without a nominal value, each representing an equal part of the capital, more in particular one/thirteen million two hundred twenty-six thousand four hundred fifty-second (1/13,226,452nd) part of the capital.
The board of directors is authorised to increase the capital on one or more occasions, on the dates and under the conditions determined by it, in accordance with the applicable legislation, up to a maximum amount of:
period of 12 months in accordance with this paragraph does not exceed 10% of the amount of the capital at the moment on which the resolution for the capital increase is adopted;
d. fifty-nine million five hundred and twenty-four thousand sixty-four euro and fifty-eight eurocents (EUR59.520.064,58) for all forms of capital increase;
with the understanding that within the context of this authorisation, the capital can never be increased to exceed the maximum amount of two hundred and ninety-seven million six hundred thousand three hundred and twenty-two euros ninety-one cents (297.600.322,91) during the period for which the authorisation was granted.
In case of a capital increase accompanied by the payment or entry in the accounts of a share premium, only the amount assigned to the capital will be subtracted from the remaining available amount of the authorised capital.
This authorisation is granted for a period of five years as from the publication in the Annexes to the Belgian Official Gazette of the amendment to the articles of association, adopted by the extraordinary shareholders' meeting of 1 June 2022. This authorisation can be renewed.
The capital increases decided by the board of directors can be carried out via contributions in cash or via contributions in kind with respect for the legal provisions, or via incorporation of reserves or of share premiums with or without creation of new securities. The capital increases may give rise to the issuance of shares with voting rights. These capital increases may also be carried out via the issuance of convertible bonds or of subscription rights – whether or not attached to another security - which may give rise to the creation of shares with voting right.
The board of directors is allowed to limit or cancel the preferential right of the shareholders, including those in favour of one or more persons other than the employees of the Company or one of its subsidiaries, provided that, to the extent required by the RREC legislation, an irreducible allocation right is granted to the existing shareholders upon the distribution of new securities.
Capital increases by means of a contribution in kind shall be carried out in accordance with the requirements determined by the RREC legislation. Such contributions can include a right to a dividend in the context of an optional dividend distribution.
Without prejudice to the authorisation granted to the board of directors in accordance with the preceding paragraphs, the extraordinary shareholders meeting of 1 June 2022 has authorised the board of directors for a period of three years as of such extraordinary shareholders' meeting to proceed to one or more capital increases, in the event of a public takeover bid for all, under the conditions set forth in the applicable legal provisions and in compliance, as the case may be, of the irreducible allocation right provided for in the RREC legislation. Capital increases carried out by the board of directors pursuant to this authorisation will be deducted from the remaining authorised capital, mentioned in this Article. This authorisation does not limit the power of the board of directors to carry out other transactions making use of the authorised capital than those provided for in article 7:202 of the Companies and Associations Code.
When the capital increases resolved on pursuant to these authorisations involve an issue premium, the amount of such premium will be booked on one or more separate equity accounts on the liabilities side of the balance sheet.
Every capital increase shall meet the requirements of the Companies and Associations Code and the RREC legislation.
The Company cannot, directly or indirectly, subscribe to its own capital increase.
At the occasion of any capital increase, the board of directors will decide upon the price, the issuance premium, if applicable, and the conditions for the issuance of new shares, unless the general shareholders meeting would determine these.
If the general shareholders meeting would decide to require the payment of an issuance premium, such premium should be allocated to one or more separate equity accounts on the liabilities side of the balance sheet.
Contributions in kind can also relate to the dividend right in the context of the distribution of an optional dividend, with or without a supplementary contribution in cash.
In the event of a capital increase by means of a cash contribution, pursuant to a decision of the shareholders' meeting or within the limits of the authorised capital, the shareholders' preferential subscription right can only be restricted or cancelled if an irreducible allocation right is granted to the existing shareholders, to the extent required by the RREC legislation, at the time that the new securities are awarded. As the case may be, this irreducible allocation right shall meet the following requirements, determined by the RREC legislation:
it applies to all new issued securities;
This irreducible allocation right applies to the issuance of shares, convertible bonds and subscription rights that can be exercised by way of a contribution in cash.
In accordance with the RREC legislation, this does not have to be granted in case of a capital increase by way of a contribution in cash taking into account the following conditions:
It has not to be granted in case of a contribution in cash with limitation or cancellation of the preferential subscription right, in addition to a contribution in kind within the context of the distribution of an optional dividend, to the extent the distribution of such dividend is effectively open to all shareholders.
The capital increase by means of a contribution in kind are subject to the provisions of the Companies and Associations Code.
Moreover, the following requirements must be met in the event of a contribution in kind, in accordance with the RREC legislation:
In this respect it is permitted to deduct, from the amount indicated in point 2 (b) above, an amount corresponding to the portion of undistributed gross dividend of which the new shares could be deprived, provided that the board of directors specifically justifies, in its special report, the amount of accrued dividends to be deducted, and sets forth the financial conditions for the transaction in the annual financial report;
share of the Company's profit, the net value per share and the capital, as well as the impact on voting rights.
In accordance with the RREC legislation, these additional conditions are not applicable in the event of the contribution of a right to a dividend in the context of an optional dividend distribution, provided the grant thereof is effectively open to all shareholders.
The Company can decrease its capital in accordance with the applicable legal provisions.
In accordance with the RREC legislation, the additional conditions as set out in article 6.4 in case of a contribution in kind are applicable, mutatis mutandis, on mergers, demergers and similar operations, as set out in the RREC legislation.
The shares are without nominal value.
The shares are registered or dematerialised, as chosen by their owner or holder (hereafter the "Holder") and in accordance with the limitations set by law. The Holder can at any time and without cost submit a written request for the conversion of registered shares to dematerialised shares and vice versa. Every dematerialised share is represented by an entry on an account in the name of the Holder with an authorised account keeper or settlement institution.
At the registered office of the Company a share register is held that can exist, as the case may be, in electronic form. The Holders of registered shares can look into the entire register of shares.
The Company may issue all securities that are not prohibited under the law, with the exception of profit sharing certificates and similar securities and provided that it takes account of the specific provisions of the RREC legislation and the articles of association. Such securities are registered or dematerialised.
The Company's shares must be admitted to trading on a regulated market in Belgium, in accordance with the RREC legislation.
ursuant to Article 18 of the Act of 2 May 2007 regarding the disclosure of major shareholdings in issuers of which the shares have been admitted for trading on a regulated market and for which certain provisions apply, in addition to the thresholds provided in law, the statutory threshold of 3% applies additionally.
With the exception of the derogations provided for by law, no one is allowed more votes at a shareholders' meeting of the Company than the number of votes attached to the securities which the person in question had declared to own at the latest twenty (20) days before the date of the shareholders' meeting. The voting rights attached to these unreported shares are suspended.
The Company is administered by a board of directors. The board shall be composed of a minimum of three and a maximum of twelve members, shareholders in the Company or not, who are appointed by the shareholders' meeting for a maximum term of four years.
The shareholders' meeting may terminate the mandate of each director at any time, with immediate effect and without giving reasons.
The members of the board are eligible for re-election.
The board of directors includes at least three independent directors in accordance with the applicable legal provisions.
Unless the general meeting's decision to appoint determines otherwise, the mandate of the retiring and not re-elected directors shall end immediately after the general meeting which has provided for such new appointments.
In the event that one or more directors' mandates become vacant, the remaining directors have the right to provisionally provide for replacement until the next general meeting. The mandate of the co-opted director may or may not be confirmed at the very next general meeting.
The possible renumeration may not be determined based on the activities and transactions carried out by the Company or its perimeter companies.
The restrictions set out in article 7:91, section 2 of the Belgian Companies and Associations Code shall not apply.
The directors are exclusively natural persons; they must meet the requirements regarding reliability and competence as provided for in the RREC legislation and may not fall under the scope of the prohibitory provisions contained in the RREC legislation.
The appointment of directors is subject to the prior approval of the FSMA.
The board of directors shall meet when convened by the chairperson, by two directors or by one of the director(s), at the place indicated in this notice, whenever the interests of the Company so require.
The board of directors elects its chairperson from its members. The meetings are chaired b the chairperson or, if the latter is absent, by a director appointed by the directors present. The person chairing the meeting may appoint a secretary, who may or may not be a director.
Except in case of force majeure, the board of directors may validly deliberate and take decisions only if the majority of the members are present or represented. If this condition is not met, a new meeting may be convened which may validly deliberate and take decisions on the items on the agenda of the previous meeting if at least two directors are present or represented.
The notices to convene shall be sent out by e-mail or, if no e-mail address has been communicated to the Company, by ordinary letter or any other means of communication, in accordance with the applicable legal provisions. The notices shall state the place, date, time and agenda of the meeting.
Any director who is unable to attend or is absent, can nominate another member of the board by letter, telegram, telex, fax, e-mail or any other means of communication to represent him or her at a specific meeting of the board and to legally vote on his or her behalf. The person giving proxy is considered to be present in that case. No member of the board may represent more than three directors.
Each member of the board of directors may participate to meetings by means of any form of telecommunication, videography or any other means of communication that facilitates directors to communicate with each other. They shall be deemed to have attended the meeting. Unless otherwise stipulated, resolutions are deemed to have been passed at the Company's registered office and on the date of the meeting.
Board decisions shall be approved by a simple majority of votes cast; in the event of a tie, the director chairing the meeting shall cast the deciding vote.
Decisions of the board of directors are recorded in minutes, kept in a special register at the Company's registered office, signed by the chairperson of the board, and those members who so request. Proxies are attached to the minutes of the meeting.
Copies of or extracts from these minutes, intended for third parties, shall be signed by the chairperson of the board of directors, two directors or a director entrusted with the daily management. This authority may be delegated to a representative.
The decisions of the board of directors may be taken by unanimous written decision of all directors.
12.1 The board of directors is vested with the powers to perform all acts necessary or useful for the realisation of the object, except those which are reserved by law, or these articles, to be executed by the shareholders' meeting.
The board of directors shall draw up the half-year report and the annual report.
The board shall appoint one or more independent appraisal experts, in accordance with the RREC legislation, and if applicable, propose any modification to the list of experts, incorporated in the file added to the application to be approved as an RREC.
and Associations Code shall not apply to the members of the body of daily management, nor tothe persons charged with the management as referred to in article 3:6, § 3, section 3 of the Belgian Companies and Associations Code.
12.3 The board of directors may grant special powers to each authorised representative that are limited to certain acts or a certain series of acts, within the limits determined by the applicable legal provisions.
The board of directors may, in accordance with the RREC legislation, determine the remuneration of each authorised representative to whom special powers have been granted.
Without prejudice to the transitional provisions, the effective management of the Company is delegated to at least two natural persons.
The persons entrusted with the effective management must meet the requirements regarding reliability and competence as provided for in the RREC legislation and may not fall within the scope of the prohibitory provisions set out in the RREC Legislation
The appointment of the effective management is subject to the prior approval of the FSMA.
The board of directors shall establish among its members an audit committee as well as a remuneration and a nomination committee and shall determine their composition, duties and powers.
The board of directors may set up under its responsibility one or more advisory committees, for which it determines the composition and duties.
Subject to special delegation of powers by the board of directors, the Company is validly represented in all acts, including those in which a public or ministerial official provides its cooperation, as well as in all legal proceedings, whether as plaintiff or defendant, by two directors acting jointly or, within the limits of the daily management, by each delegated person acting alone.
The Company shall moreover be validly represented by special proxyholders of the Company within the limits of the mandate granted to them by the board of directors, or within the limits of the daily management, by each delegated person acting alone.
The Company appoints one or more statutory auditors who shall perform the functions they are charged with under the Belgian Companies and Associations Code and the RREC legislation
The statutory auditor has to be approved by the FSMA.
The annual general meeting of shareholders shall take place on the second last Monday of July at 10 am.
If this day is a public holiday, the annual general meeting will be held on the next working day, at the same time.
The ordinary or extraordinary general meetings shall be held at the location indicated in the convening notice.
The threshold from which one or more shareholders may demand a convocation of a general meeting in order to submit one or more proposals, in accordance with the Belgian Companies and Associations Code, is set at ten percent (10%) of the capital.
One or more shareholders collectively possessing at least three per cent (3%) of the capital of the Company may, in accordance with the provisions of the Belgian Companies Code and Associations, request the inclusion of items on the agenda of any shareholders' meeting, and submit proposals for resolutions with respect to the items included or to be included in the agenda.
The right to attend and vote at a shareholders' meeting is subject to the recording of the shares in the shareholder's name on the fourteenth day preceding the general meeting of shareholders, at twenty-four hours (Belgian time) (hereinafter the "registration date"), in either the register of the Company's registered shares or in the accounts held by an authorised account holder or settlement institution, regardless of the number of shares actually held by the shareholder on the date of the shareholders' meeting.
The holders of dematerialised shares who wish to attend a shareholders' meeting must submit a certificate issued by their authorised account holder or settlement institution, certifying, as the case may be, the number of dematerialised shares listed in the shareholder's name on the registration date, for which the shareholder has declared his or her intention to participate in the general meeting of shareholders. The certificate must be submitted to the Company or to the person designated by the Company, as well as their wish to participate to the general meeting of shareholders, as the case may be, by sending a proxy, no later than the sixth day prior to the date of the general meeting of shareholders via the Company's email address or via the specific email address mentioned in the convening notice.
The holders of registered shares who wish to attend the general meeting of shareholders must notify the Company, or the designated person for that purpose, of their intention no later than the sixth day prior to the date of the meeting, via the Company's email address or via the specific email address mentioned in the convening notice, or, as the case may be, by sending a proxy.
Each holder of securities, giving the right to participate in the meeting, may be represented by a proxy holder, whether or not shareholder.
The shareholder may only appoint one person as proxy holder for a certain general meeting, subject to the deviations provided for in the Belgian Companies and Associations Code.
The proxy form must be signed by the shareholder and be submitted to the Company via the Company's email address or via the specific email address mentioned in the convening notice no later than the sixth day prior to the date of the meeting.
The board of directors may draw up a proxy form.
If several persons have rights in rem in respect of the same share, the Company may suspend the exercise of the voting rights attached to such share until a single person has been appointed vis-à-vis the Company as the holder of the voting rights.
Every general shareholders meeting is chaired by the chairperson of the board of directors or, in the chairperson's absence, by a director appointed by the directors present or by a member of the meeting appointed by the latter.
The chairperson shall appoint a secretary.
If the number of persons present so allows, the meeting shall elect two vote-counters on the proposal of the chairperson.
The other members of the board of directors shall complete the bureau.
The shares shall each give the right to one vote, subject to the cases of suspension of the voting rights provided for in the Belgian Companies and Associations Code or any other applicable law.
The holders of convertible bonds and subscription rights may attend the shareholders' meeting, but only have an advisory vote.
Transitional provisions: the holders of non-convertible bonds issued before the date on which the Belgian Companies and Associations Code becomes applicable to the Company may attend the general meeting, but only with an advisory vote.
The general meeting of shareholders may validly deliberate and vote, regardless of the percentage of the capital present or represented, except in those cases where the Belgian Companies and Associations Code requires an attendance quorum.
The general meeting of shareholders can only validly deliberate on amendments to the articles of association if at least half of the capital is present or represented.
If the above quorum is not met, a new general meeting of shareholders must be convened; the second meeting shall deliberate validly irrespective of the portion of the capital represented by the shareholders present or represented.
The board of directors is entitled to adjourn each ordinary, special or extraordinary meeting one single time for five weeks, unless the meeting is convened at the request of one or more shareholders who represent at least onetenth (1/10th) of the capital or by a statutory auditor. Such adjournment shall not affect the other resolutions passed, unless the general meeting of shareholders
The general meeting of shareholders may not deliberate on items that do not appear on the agenda.
Unless provided otherwise by legal provisions, all resolutions are adopted by the general meeting of shareholders by a simple majority of the votes cast, regardless of the numbers of shares represented. Blank or invalidly marked votes shall not be counted when calculating the votes cast.
Any amendment of the articles of association is only accepted if it is approved by at least three-fourths of the votes cast or, if it concerns the amendment of the object or of the Company's goals, by four-fifths of the votes cast, abstentions not being included in the numerator or the denominator. Voting shall be conducted by a show of hands or a roll call, unless the general meeting of shareholders decides otherwise by a simple majority of the votes cast. Any draft amendment of the articles of association must be submitted in advance to the FSMA.
An attendance list containing the names of the shareholders and the number of shares they hold shall be signed by each of them or their proxyholder before the meeting begins.
Any shareholder may have access to this list.
If the board of directors so authorises in the convening notice, the shareholders shall be authorised to vote remotely by letter or through the Company's website, by means of a form prepared and provided by the Company. This form must mention the date and the place of the meeting, the name or corporate name of the shareholder and his residence address or registered office, the number of votes the shareholder wishes to cast at the meeting, the type of the shares held by him, the agenda of the meeting (including the proposals for resolution), a space allowing to vote for or against each decision or to abstain, as well as the deadline by which the voting form must reach the Company. The form shall expressly state that it must be signed by the shareholder and sent to the Company no later than the sixth day prior to the date of the meeting.
The minutes of the general meeting of shareholders are signed by the members of the office, as well as by the shareholders who ask to do so. Copies of the minutes of the general meeting of shareholders, for third parties, are signed by one or more directors with representation power. The proxies are being attached to the minutes of the meeting for which they were given.
The board of directors and the statutory auditor(s) of the Company may call the general bondholders' meeting. They must also convene the general meeting when bondholders representing one fifth of the amount of the bonds in circulation so request. The notice shall contain the agenda and shall be prepared in accordance with the provisions of the Belgian Companies and the Associations Code. To be admitted to the general bondholders' meeting, the bondholders must comply with the formalities provided for in the Belgian Companies and the Associations Code, as well as with any formalities prescribed by the terms an conditions of issue of the bonds or in the convening notices.
The financial year starts on the first of April of each year and ends on the thirty-first of March of the following year. At the end of each financial year, the books and records are closed and the board of directors shall draw up un inventory, as well as the annual accounts.
The board of directors shall draft a report (the "annual report"), in which it accounts for its management. The statutory auditor shall draft a detailed written report (the "audit report") in preparation for the annual meeting of shareholders.
The Company must distribute a dividend to its shareholders, within the limits of the Belgian Companies and the Associations Code and the RREC Legislation, of which the minimum amount is prescribed by the RREC legislation.
The board of directors may decide, under its responsibility, on the distribution of interim dividends, in the cases and within the time limits permitted by law.
The Company's annual and half-year reports, containing the statutory and consolidated annual and half-year accounts of the Company and the statutory auditor's report, shall be put at the disposal of the shareholders in accordance with the statutory provisions applicable to issuers of financial instruments admitted to trading on a regulated market and in accordance with the RREC Legislation.
The Company's annual and half-year reports shall be made available on its website.
Shareholders have the right to obtain a copy of the annual and half-year reports free of charge at the Company's registered office.
In the event that the capital is reduced by one half or three quarters, the directors must submit the question of dissolution to the general meeting of shareholders pursuant to and in accordance with the conditions in the Belgian Companies and Associations Code.
In the event of dissolution of the Company, for whatever reason and at any time, the liquidation shall be performed by one or more liquidator(s) appointed by the general meeting of shareholders. If it appears from the statement of assets and liabilities, drawn up in accordance with the Belgian Companies and Associations Code, that not all creditors can be repaid in full, the nomination of the liquidator(s) in the articles of association or by the general meeting of shareholders must be submitted to the president of the court for confirmation. This confirmation however, shall not be required if such statement of assets and liabilities shows that the Company has liabilities only to its shareholders and all shareholders who are creditors of the Company confirm in writing their agreement to the appointment.
If no liquidator(s) is/are appointed or designated, the members of the board of directors shall be considered liquidators vis-à-vis third parties, without, however, the powers which the law and the articles of association grant to the liquidator appointed in the articles of association, by the general meeting of shareholders or by the court with regard to the liquidation activities.
If applicable the general meeting of shareholders shall determine the fees of the liquidator(s).
The liquidation of the Company shall be closed in accordance with the provisions of the Belgian Companies and Associations Code.
Distribution to shareholders will only take place after the closing meeting regarding the liquidation.
Except in case of a merger, the net assets of the Company will be, after settlement of all debts or consignment of the sums necessary for that purpose, allocated as a matter of priority to the reimbursement of the paid-up amount of the capital shares, and the remaining balance shall be distributed equally among all the shareholders of the Company, proportionally to the number of shares they hold.
For the performance of the articles of association, each shareholder domiciled abroad, each director, statutory auditor, manager and liquidator is deemed to have elected domicile in Belgium. In the absence thereof, he shall be deemed to have elected domicile at the registered office of the Company where all notices, default notices, writs of summons or notifications can be validly be served.
The holders of registered shares must notify the Company of any change of address. In the absence thereof, all communications, notices, convocations or official announcements will be validly sent to their last known address.
For all lawsuits between the Company, its shareholders, bondholders, directors, statutory auditors and liquidators concerning the affairs of the Company and the execution of the present articles of association, only the Dutchspeaking enterprise courts of the registered office of the Company shall have jurisdiction, unless the Company expressly waives such jurisdiction
The provisions of these articles of association that would conflict with the mandatory provisions of the RREC Legislation or any other applicable law, are deemed nonexistent. The nullity of an article or part of an article of these articles of association does not affect the validity of the other (parts of) the clauses of the articles of association.
This is the term to be used for the purchase of a building. Any transaction costs paid are included in the acquisition price.
Since 1 March 2005, this has been a weighted price index of shares quoted on Euronext that makes allowance for the stock market capitalisation, with the weightings determined by the free fl oat percentage and the velocity of circulation of the shares in the basket.
The Act of 12 May 2014 relating to regulated real estate companies, most recently amended on 2 June 2021, and the Royal Decree of 13 July 2014 relating to regulated real estate companies, most recently amended on 23 April 2018.
A loan repaid in its entirety at the end of the loan term.
These are companies that have a central procurement department and operate at least fi ve different retail outlets.
The index-linked basic rents as contractually determined in the lease agreements as of 31 March 2022, before deduction of gratuities or other benefi ts granted to the tenants.
Belgian Code drawn up by the Corporate Governance Committee and containing recommendations and provisions relating to corporate governance to be observed by companies under Belgian law whose shares are traded on a regulated market.
The debt ratio is calculated as follows: liabilities (excluding provisions, accrued charges and deferred income, hedging instruments and deferred taxes) divided by the total assets (excluding hedging instruments).
The ratio of the most recently paid gross dividend to the fi nal share price of the fi nancial year over which the dividend is payable.
This is the value of the real estate portfolio, including costs, registration charges, fees and VAT, as estimated each quarter by an independent expert.
This is the value excluding costs, registration charges, fees and recoverable VAT, based on a scenario whereby the buildings are sold on a building-by-building basis.
The exit tax is a special corporate income tax rate applied to the difference between the fair value of the registered capital of companies and the book value of its capital at the time that a company is recognised as a Belgian real estate investment trust, or merges with a Belgian real estate investment trust.
F
This value is equal to the amount for which a building could be swapped between properly informed parties, consenting and acting under normal competitive conditions. From the point of view of the seller, it must be construed minus the registration charges.
This is the percentage of shares held by the public. Euronext calculates the free fl oat as the total number of shares in the capital, minus the shares held by companies that form part of the same group, state enterprises, founders, shareholders with a shareholder agreement, and shareholders with a controlling majority.
G
The gross dividend per share is the operating profi t that is distributed.
The International Financial Reporting Standards are a set of accounting principles and valuation rules prepared by the International Accounting Standards Board. The aim is to simplify international comparison between European listed companies.
Listed companies are required to prepare their consolidated accounts according to these standards starting from the first financial year beginning after 1 January 2005.
An enterprise that professionally invests funds entrusted to it by third parties for various reasons. Examples include pension funds, investment funds,…
An "Interest Rate Swap" is an agreement between parties to exchange interest rate cash flows during a predetermined period of time on an amount agreed beforehand. This concerns only the interest rate cash flows. The amount itself is not swapped. IRS is often used to hedge interest rate increases. In this case a variable interest rate will be swapped for a fixed one. .
This is the total number of shares at the end of the financial year multiplied by the closing price at the end of the financial year.
NAV (Net Asset Value): this is the shareholders' equity divided by the number of shares.
Operating cash flow, EPRA earnings (share of the group) plus the additions to depreciation, impairments on trade receivables, and additions to, and withdrawals from, provisions, plus the achieved higher or lower value relative to the investment value at the end of the previous financial year, minus the exit tax.
The net dividend equals the gross dividend after retention of 30% withholding tax.
The occupancy rate is calculated as the ratio of the surface area actually leased out to the surface area available for lease, expressed in m².
Government bond usually deemed equivalent to a virtually risk-free investment, and used as such to calculate the risk premium compared with listed securities. The risk premium is the additional return expected by the investor for the company's risk profile.
Retail properties grouped along roads leading into and out of cities and towns. Each outlet has its own car park and an entrance and exit road connecting it to the public road.
The pay-out ratio indicates the percentage of the net profit that will be paid out as a dividend to shareholders. This ratio is obtained by dividing the paid-out net profit by the total net profit.
This ratio is calculated by dividing the price of the share by the profit per share. The ratio indicates the number of years of earnings that would be required to pay back the purchase price.
Real estate certificate A real estate certificate is a security that entitles the holder to a proportionate part of the income obtained
from a building. The holder also shares in the proceeds if the building is sold.
A collection of out-of-town retail properties located along the same traffic axis that, from the consumer's point of view, form a self-contained whole although they do not share infrastructure other than the traffic axis.
Retail properties that form part of an integrated commercial complex and are grouped together with other retail properties. All properties use a central car park with a shared entrance and exit road.
The total return achieved by the share in the past 12 months or (most recent price + gross dividend)/price in the previous year.
This is an alternative way of investing in real estate, whereby the shareholder or certificate holder, instead of investing personally in the ownership of a property, acquires (listed) shares or share certificates of a company that has purchased a property.
Sum of the shares traded monthly, relative to the total number of shares over the past 12 months.
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| real estate, Ider, instead f a property, of a company |
| Alternative performance benchmark | Definition | Purpose |
|---|---|---|
| Operating margin | The 'Operating result before result of the portfolio' divided by the 'Net rental income'. |
Allows measuring the operational performance of the company. |
| Financial result (excluding changes in fair value of financial assets and liabilities). |
The "Financial result" minus the "Changes in fair value of financial assets and liabilities" |
Allows to make a distinction between the realised and the unreal-ised financial result. |
| Result on portfolio | The "Result on portfolio" consists of the following items: - "Result on disposals of investment properties"; - "Result on sales of other non financial assets"; - "Changes in fair value of investment properties"; and - "Other result on portfolio". |
Allows to measure realised and unrealised gains and losses related to the portfolio, compared to the last valuation by independent real estate experts. |
| Weighted average interest rate | The interest charges (including the credit margin and the cost of the hedging instruments) divided by the weighted average financial debt of the current period. |
Allows to measure the average interest charges of the company. |
| Net asset value per share (invest ment value) excluding dividend excluding the fair value of authorised hedging instruments |
Shareholders' equity (excluding the impact on the fair value of estimated transaction costs resulting from the hypothetical disposal of investment properties, excluding the fair value of authorised hedging instruments and excluding dividend) divided by the number of shares. |
Reflects the net asset value per share adjusting for some material IFRS adjustments to enable comparison with its stock market value. |
| Gross yield | The gross yield represents the ratio of the current rental income (net and after deduction of taxes) to the estimated value of the portfolio (i.e. without non current assets under construction). |
This key figure represents the relationship between two of the most important parameters of the company and makes it possible to make a comparison over the years and between different companies. |
(in €000) 31.03.2022 31.03.2021
| Operating margin (A/B) | 83.86% | 85.39% |
|---|---|---|
| Net rental income (B) | 115 579 | 100 402 |
| Operating result before result on portfolio (A) | 96 930 | 85 737 |
| (in €000) | 31.03.2022 | 31.03.2021 |
|---|---|---|
| Financial result (A) | 16 158 | -17 757 |
| Changes in fair value of financial assets and liabilities (B) | 34 476 | 2 674 |
| Financial result (excluding changes in fair value of | ||
| financial assets and liabilities) (A-B) | -18 318 | -20 430 |
| (in €000) | 31.03.2022 | 31.03.2021 |
|---|---|---|
| Result on disposals of investment properties (A) | 334 | 825 |
| Result on sales of other non-financial assets (B) | 0 | 0 |
| Changes in fair value of investment properties (C) | 23 083 | -5 963 |
| Other result on portfolio (D) | -1 321 | 992 |
| Result on portfolio (A+B+C+D) | 22 096 | -4 146 |
| Net interest charges (including the credit margin and |
|---|
| (in €000) | 31.03.2022 | 31.03.2021 |
|---|---|---|
| Net interest charges (including the credit margin and | ||
| the cost of the hedging instruments) (A) | 18 485 | 20 592 |
| Other charges of debt (B)* | 1 153 | 1 152 |
| Weighted average financial debt of the period (C)** | 891 013 | 935 024 |
| Weighted average interest rate (A-B)/C | 1.95% | 2.08% |
* Other debt costs relate to reservation fees, up-front fees, etc. ** Financial debt at the end of the period multiplied by factor 1,0342
| (in €000) | 31.03.2022 | 31.03.2021 |
|---|---|---|
| Shareholders' equity attributable to the shareholders of the parent company (A) | 920 980 | 808 223 |
| Impact on the fair value of estimated transaction rights and costs resulting | ||
| from the hypothetical disposal of investment properties (B) | -72 163 | -63 203 |
| The fair value of authorised hedging instruments qualifying for hedge accounting (C) | 10 875 | -25 678 |
| Proposed gross dividend (D) | 60 842 | 55 729 |
| Number of ordinary shares in circulation (E) | 13 226 452 | 12 665 763 |
| Net asset value per share (investment value) excluding dividend excluding | ||
| the fair value of authorised hedging instruments ((A-B-C-D)/E) | 69.67 | 66.43 |
* Difference between the investment value included here and the investment value as stated previously in the balance sheet is explained by the real estate portfolio of "Distri-land". The yield is determined on the basis of real estate reports, whereby the "Distri-land" portfolio is included for 100%. Retail Estates only holds 87,01% of the issued real estate certificates and values the certificates to the underlying value of the property pro rata its contractual rights (see annual report 2017-2018)
| Name: Retail Estates nv | |
|---|---|
| Status: Public Belgian Real Estate Investment Trust ("Belgian REIT") | |
| organised and existing under the laws of Belgium. | |
| Address: Industrielaan 6 – B-1740 Ternat | |
| Phone: +32 (0)2 568 10 20 | |
| Fax: +32 (0)2 581 09 42 | |
| Email: [email protected] | |
| Website: www.retailestates.com | |
| RLE: Brussels | |
| VAT: BE 0434.797.847 | |
| Company number: 0434.797.847 | |
| Date of incorporation: 12 July 1988 | |
| investment fund granted: 27 March1998 (until 23 October 2014) | |
| Duration: Unlimited | |
| Management: Internal | |
| Statutory auditor: PwC Bedrijfsrevisoren bv – Culliganlaan 5 at 1831 Diegem, represented by Mr Jeroen Bockaert | |
| Financial year closing: 31 March | |
| Capital on 1.04.2022: €297,600,322.91 | |
| Share listing: Euronext – continuous market | |
| Financial services: KBC Bank | |
| Investment value €1,833.75 million – fair value €1,759.88 million | |
| on 31.03.2022: | (incl. value of "Immobilière Distri-Land nv" real estate certificates) |
| Real estate experts: Cushman & Wakefield, CBRE, Colliers and Stadim | |
| Number of properties | |
| on 31.03.2022: 987 | |
| Type of properties: Out-of-town retail real estate | |
| Liquidity provider: KBC Securities and De Groof Petercam |
| Name: Retail Estates nv | |
|---|---|
| Status: Public Belgian Real Estate Investment Trust ("Belgian REIT") | |
| organised and existing under the laws of Belgium. | |
| Address: Industrielaan 6 – B-1740 Ternat | |
| Phone: +32 (0)2 568 10 20 | |
| Fax: +32 (0)2 581 09 42 | |
| Email: [email protected] | |
| Website: www.retailestates.com | |
| RLE: Brussels | |
| VAT: BE 0434.797.847 | |
| Company number: 0434.797.847 | |
| Date of incorporation: 12 July 1988 | |
| Status as fixed-capital real estate | |
| investment fund granted: 27 March1998 (until 23 October 2014) | |
| Status as Belgian real estate | |
| investment trust (BE-REIT) granted: 24 October 2014 | |
| Duration: Unlimited | |
| Management: Internal | |
| Financial year closing: 31 March | |
| Capital on 1.04.2022: €297,600,322.91 | |
| Number of shares on 1.04.2022: 13,226,452 | |
| Annual shareholders' meeting: Penultimate Monday of July | |
| Share listing: Euronext – continuous market | |
| Financial services: KBC Bank | |
| Value of real estate portfolio | |
| on 31.03.2022: | |
| Real estate experts: Cushman & Wakefield, CBRE, Colliers and Stadim | |
| Number of properties | |
| on 31.03.2022: 987 | |
| Type of properties: Out-of-town retail real estate | |
| Liquidity provider: KBC Securities and De Groof Petercam | |
This annual report is available in Dutch, French and English versions.
of the other information published on the website of Retail Estates nv is part of this annual report.
This annual report was prepared in Dutch. Retail Estates nv checked the translation of and the correspondence between the official Dutch version and the French and English versions and is responsible for the translations. In the event of contradictions between the Dutch and the French or English version, the Dutch version shall prevail. For information purposes only, an electronic version of this annual report is available on the website of Retail Estates nv (www.retailestates.com). None
Industrielaan 6 - B- 1740 Ternat T. +32 (0)2 568 10 20 F. +32 (0)2 581 09 42
www.retailestates.com
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