Annual Report • Jun 15, 2018
Annual Report
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1998. Retail Estates takes a modest start at the Brussels stock exchange with a market capitalization of EUR28.4 million and a portfolio of EUR39 million out-of-town retail properties
The segment is still unprecedented and therefore unloved. Retail Estates charms a broad group of private investors. There is a budget for 1 full-time employee.
2018. Retail Estates has been on the Brussels stock exchange for 20 years and has a second listing on the Amsterdam Stock Exchange. After the successful capital increase, the market capitalization exceeds 800 million EUR with a real estate portfolio approaching 1400 million EUR.
The home market has been extended to the Benelux.
Institutional and private investors are the backbone of share ownership.
A dynamic team of 25 employees directs the activities from the head offices in Ternat (BE) and Leiderdorp (NL).
| O1 | Risk factors | 11 |
|---|---|---|
| O2 | letter to the shareholders | 23 |
| O3 | management report | 27 |
| O4 | retail estates on the stock exchange | 77 |
| O5 | real estate report | 85 |
| O6 | financial report | 115 |
| O7 | permanent document | 183 |
| O8 | miscellaneous | 201 |
Alternative performance measures are standards that Retail Estates nv uses to measure and track its financial performance. The measures are used in this annual report but are not defined in a law or generally accepted accounting principles (GAAP). The European Securities and Markets Authority (ESMA) has issued guidelines applicable from 3 July 2016 for the use and explanation of alternative performance measures. The terms considered by Retail Estates nv as an alternative performance measure are contained in chapter 8 of this report, Miscellaneous, called "Glossery - Alternative performance measures". The definition, purpose and reconciliation of the alternative performance measures are foreseen as required by the ESMA Directive.
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 | 31/03/18 | 31/03/17 | 31/03/16 |
|---|---|---|---|
| Total retail properties | 817 | 668 | 634 |
| Total lettable area in m² | 973 525 | 748 136 | 708 879 |
| Estimated fair value in EUR | 1 349 367 000 | 1 071 361 000 | 1 000 799 000 |
| Estimated investment value in EUR | 1 392 427 000 | 1 097 917 000 | 1 025 536 000 |
| Average rent prices per m² | 96.08 | 95.45 | 95.86 |
| Occupancy rate | 98.11% | 98.13% | 98.22% |
| Shareholders' equity | 568 332 000 | 514 970 000 | 474 170 000 |
|---|---|---|---|
| Debt ratio (RREC legislation*, max. 65%) | 57.57% | 50.26% | 49.95% |
| 77 848 000 | 66 024 000 | 61 680 000 |
|---|---|---|
| 76 876 000 | 65 465 000 | 61 386 000 |
| -6 124 000 | -4 940 000 | -4 504 000 |
| -4 518 000 | -2 941 000 | -2 841 000 |
| 66 234 000 | 57 584 000 | 54 041 000 |
| -1 307 000 | 13 889 000 | 10 557 000 |
| 64 927 000 | 71 473 000 | 64 598 000 |
| -17 268 000 | -19 064 000 | -21 774 000 |
| 46 695 000 | 52 136 000 | 42 035 000 |
| 47 900 000 | 39 115 000 | 36 473 000 |
| Net asset value (investment value) excl. dividend excl. |
|---|
| INFORMATION PER SHARE | 31/03/18 | 31/03/17 | 31/03/16 |
|---|---|---|---|
| Number of shares | 9 489 661 | 9 008 208 | 8 866 320 |
| Number of shares entitled to dividend | 11 387 593 | 9 008 208 | 8 866 320 |
| Net asset value IFRS | 59.89 | 57.17 | 53.48 |
| EPRA NAV | 61.33 | 59.29 | 56.66 |
| Net asset value (investment value) excl. dividend excl. the fair value of authorized hedging instruments |
61.73 | 58.96 | 56.27 |
| Gross dividend per share | 3.60 | 3.30 | 3.20 |
| Net dividend per share | 2.52 | 2.310 | 2.336 |
| Gross dividend yield on closing price (excl. dividend) | 5.31% | 4.48% | 4.28% |
| Net dividend yield on closing price (excl. dividend) | 3.66% | 3.10% | 3.09% |
| Closing price on closing date | 71.45 | 76.90 | 78.00 |
| Average share price | 73.59 | 77.54 | 73.53 |
| Evolution of share price during the financial year | -5.54% | -1.28% | 5.65% |
| Over-/undervaluation compared to net asset value IFRS | 19.30% | 34.51% | 45.85% |
* The Royal Decree of 13 July 2014 (the "RREC R.D.") in execution of the Law of 12 May 2014 (the "RREC Law") on regulated real estate companies (Belgian REITs).
** 1 897 932 new shares were created as a result of the capital increase that took place on 27/04/2018. These shares share in the profit of the financial year that started on 1 April 2017.
The project Braine l'Alleud was delivered in the third quarter. A facelift was given to the entire park.
Retail Estates expands to the Netherlands and invests in retail parks in 9 locations including Cruquius and Heerlen.
|8 9|
Value real estate portfolio Real estate portfolio reaches the milestone of EUR 1 billion
Diversification of financing sources bond issue - private placement
20 years Retail Estates on the stock exchange Additional listing on Euronext Amsterdam
Strengthening of the capital 5e public capital increase Expansion to the Netherlands
| O1 | MARKET RISKS | 12 |
|---|---|---|
| O2 | OPERATIONAL RISKS | 16 |
| O3 | FINANCIAL RISKS | 18 |
| O4 | REGULATORY RISKS | 20 |
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 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.
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 significant adverse effect on the company, its activities and its financial situation may exist. The list of risks included in this chapter is therefore not exhaustive.
investment market for out-oftown shops and retail parks Description of the risk The reduced demand from investors
for out-of-town retail real estate.
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 of the company.
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 inflation-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 more than 60% of investments, is less sensitive to this.
The debt ratio amounts to 57.57% on 31 March 2018 (the BE-REIT legislation set the maximum debt ratio at 65%).
The Group's lease agreements contain indexation clauses on the basis of the health index, so that annual rental income evolves with the (indexed) inflation rate.
The Group's exposure to inflation mainly 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 allow these costs to increase more quickly than the increase in rents. This could 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 2018). Based on the data of 31 March 2018, the rental income variation can be estimated at EUR 0.85 million on an annual basis for each percentage point variation of the health index.
The company seeks to reduce the risk of cost increases by entering into contractual agreements with its suppliers.
Description of the risk Deflation leads to a reduction in economic activity, which in turn results in a general fall in prices.
In the case of deflation, the health index will be negative, so rental income will fall. Based on the
data of 31 March 2018, the rental income variation can be estimated at EUR 0.85 million on an annual basis for each percentage point of variation from the health index.
The Group is partly protected against the risk of deflation (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.
Impact of the increasing importance of e-commerce on existing sales channels.
Reduced demand for physical shops due to increased online shopping.
Demand for smaller shops (fewer m²) due to less stock being present in the shops.
Leasing to retailers that integrate the "multichannel" concept into their business model and thus integrate e-commerce into existing shops.
Splitting existing properties into smaller areas.
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. Within this scope we refer to the real estate report, which includes an overview of the commercial activities of the tenants.
Impact of external factors and serious incidents (such as terror threat, vandalism, fire, explosion, storm and water damage) that may occur in the buildings included in the real estate portfolio.
Interrupted activity and consequentially loss of the tenant
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.
Impact of falling consumption and a declining economy
Decrease in demand for shops.
Higher vacancy rates and/or lower rents when re-letting.
Decrease in the fair value of the real estate and consequently also Net Asset Value (NAV).
Possible bankruptcies of tenants.
Quality of the tenants with mainly retail chains and a limited annual provision for doubtful debtors (on average about 0.50% of the annual rent). Please refer to note 23 for the evolutions in
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. > Usually a bank guarantee of 3 to 6 months is required.
Potential impact
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 longterm relationships with financial partners and investors, and has unused credit facilities available to absorb liquidity shortages. Please refer to note 34 et seq. for an overview of the outstanding credits and unused credit facilities.
For each of the listed risks, measures and procedures are in place to assess, control and monitor the effects as much as possible.
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.
Decrease in the fair value of the real estate portfolio and consequently a decrease in the NAV and an increase in debt ratio.
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.
The occupancy rate has exceeded 98% for more than ten years.
Description of the risk 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.
Limiting factors and control 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.
Risk of structural and technical deterioration during the life cycle of buildings.
Ageing of buildings, which affects commercial 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.
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.
At a number of locations where the company has shop premises, 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 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.
Out-of-town commercial real estate is 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 could become more difficult.
Dialogue with the government to develop constructive solutions in the interests of all stakeholders.
Description of the risk 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.
Description of the risk 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. All data is also backed up in various ways (on site, off site on tape, and in the cloud). > Appropriate measures have also been taken in terms of access and security. > For ICT-related services, Retail Estates is supported by an external partner with whom an SLA (Service Level Agreement) has been concluded.
Retail Estates pays appropriate attention to the well-being of its employees. Great importance is attached to managing the competences of the team members.
Retail Estates is exposed to a liquidity risk that could result in a lack of cash in the 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 reduce the expected profitability.
The lack of financing to repay interest, capital or operating expenses.
Increased cost of debt due to higher bank margins, with an impact on earnings and cash flows.
A conservative and cautious financing strategy with a balanced spread of expiration dates, diversification of funding sources and an extensive group of bank partners.
Please refer to note 34 et seq. for an overview of the outstanding credits and unused credit facilities.
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.
Strong fluctuations in the value of financial instruments with potential impact on NAV.
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. 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.
The company applies a conservative policy that minimises this interest rate risk.
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.
With 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. for more information about the hedges used by the company.
This risk is limited by spreading the bank loans and hedging instruments across different bankers.
Risk of the requirements to meet certain financial parameters under the credit agreements not being respected.
Not respecting these covenants may result in early termination of these credits.
The company generally has entered into the following covenants with its bankers and bondholders:
The Belgian BE-REIT Act imposes a maximum debt ratio of 65%.
The company complies with all the covenants required by the banks. 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 greater than 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.
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, profitability, 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.
There is a risk that, possibly due to the (rapid) evolution of the regulations applicable to the company (please refer in this context to "Risks associated with regulatory change"), the company itself, its executives or its employees do not adequately comply with the relevant regulations or that these persons do not act with integrity.
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 legislation that is not complied with.
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.
The company has a Corporate Governance Charter and a Dealing Code. Both documents have been published on the company's website and are have been communicated to the team. The Corporate Governance Charter is based on the 2009 Code of the Corporate Governance Committee (https://www. corporategovernancecommittee.be).
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 2009 Corporate Governance Code.
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.
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 causes property to be temporarily vacated, even though tenants had been found for it.
Management devotes due attention to reviewing the urban planning permits when acquiring and developing retail outlets.
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.
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 the 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.
The exit tax owed by companies whose assets are taken over by a BE-REIT in the 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, whose interpretation or practical application could 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.
Description of the risk The company has control over one institutional BE-REIT: Retail Warehousing 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 the 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
Constant monitoring of existing, potentially changing or future new laws and regulations and compliance with these laws and regulations, assisted by external specialist advisers.
The past financial year was a pivotal year for our company. On 28 March 2018, we celebrated the 20th anniversary of our first stock exchange listing in Brussels, while on 11 April 2018, we celebrated our first stock listing in Amsterdam. These events are nevertheless mere anecdotes compared to the strategic decision to expand our home market to the Netherlands, where we invested EUR 296.73 million in a portfolio of retail parks across "the Randstad" region and the central and southern part of the Netherlands in less than 12 months. Instead of leaving the out-of-town real estate niche, we decided to invest in the same niche in one of our neighbouring countries. The strong positive dynamism of the Dutch economy in general and the Dutch retail sector in particular encouraged us to make the move. The investment has provided sufficient scope to entrust the property management to a team of employees stationed in our headquarters in Leiderdorp. The investments in the Belgian market are not neglected though, due to the shortage of good investment objects, they take the form of more complex transactions, within the scope of which Retail Estates realizes customized developments for its own account, or of extensions or improvements of retail parks that are part of its existing portfolio.
We are not blind to the challenges faced by our customers, the retailers. Outof-town shopping came into existence in the 1980s and 1990s in the context of the cash-and-carry concepts, which revolutionised the retail trade at that time. Merchants started looking for larger retail areas so as to offer a broader product range. The general idea was that a shop should offer a huge selection of products so that every consumer would inevitably find something to their liking with the assistance of a sales employee. Consequently, the knowledge of sales employees was matched to the product range composed by their procurement colleagues based on their view on customer wishes. However, not much of this philosophy remains today; the consumer currently has wide access to the entire product range via the Internet, reversing the power relations between retailers and consumers. Consumers nowadays walk into shops with a smartphone in hand, and the customer is king more than ever before. Shops are driven by demand rather than by supply, with e-commerce as an alternative channel for people who fail to find what they are looking for in regular shops. The consequences are considerable: sales employees not only have to have knowledge of the product range offered in their shop, but also of the offer available elsewhere. Shops are decreasing in size as modern customers easily buy products which are not present in the shop and which can be delivered at home if desired. More than ever, our buildings are equipped for nighttime deliveries. The shopping experience also has to become more modern. The facelift of our retail park in Braine l'Alleud is a good example of the initiatives taken by Retail Estates to assist retailers in this respect. Our annual report contains a set of photographs that give a good idea of the "new look" we try to achieve.
The company's funding was reinforced by means of several capital increases for an amount of EUR 31.29 M and the incorporation into the reserve of a major part of the EPRA earnings, for an amount of EUR 9.67 M. Various loans approaching their expiry date as well as relevant interest covers were renewed at a significantly lower cost price, resulting in a considerable increase in EPRA earnings in the past financial year.
The operational results were once again very solid. The most important indicator is the high occupancy rate, which has exceeded 98% for the 20th year in a row. The rental income also suffered a marginal loss (EUR 0.01 M or 0.02 percent of the gross rental income and the service fees charged). All this is indicative of the health of our real estate portfolio.
The strong corporate growth in general and the startup of activities in the Netherlands have translated into a further reinforcement of the different teams that constitute the very core of the company. Within this scope, special attention was paid to the recruitment of employees for the property management team in the Netherlands, which is stationed in the headquarters in Leiderdorp, and to the reinforcement of the financial and administrative services concentrated in Ternat.
The proposed dividend for financial year 2017-2018 to be presented for your approval at the next shareholders' meeting amounts to EUR 3.60 gross (EUR 2.520 net) and represents an increase of more than 9% compared to the dividend for the previous financial year, which is significantly higher than the very low inflation experienced during the same period. Retail Estates will thus distribute EUR 40.99 million of its current profit and invest the balance of the undistributed profit in the company's growth.
We trust that a reading of our annual report will reinforce your confidence in our company. Our board of directors, together with our 25 employees, is committed to achieving sustainable growth that will optimally benefit your investment. While we do not invest in a risk-free environment, we do make use of our knowledge and experience to reduce the risks. In this, we primarily focus on our customers and the consumers, who make it possible for retailers to achieve sales. It is no coincidence that we once more opt for the slogan "in retail we trust".
Ternat, 18 May 2018
Paul Borghgraef Jan De Nys
Chairman Managing of the board of directors director
| retail estates - annual report 2017-2018 | Management report Management report |
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|---|---|---|---|---|
| REPORTING ON FINANCIAL YEAR 2017-2018 | ||||
| O1 | INTRODUCTION | 28 | ||
| O2 Strategy - investment in out-of-town retail real estate |
29 | |||
| O3 Investing via the Belgian real estate investment trust Retail Estates nv |
31 | |||
| O4 | Significant events in the financial year | 32 | ||
| O5 Comments on the consolidated accounts for financial year 2017-2018 |
41 | |||
| CORPORATE GOVERNANCE | ||||
| O6 | CORPORATE GOVERNANCE STATEMENT | 44 | ||
| O7 Management of the company | 51 | |||
| O8 | OTHER PARTIES INVOLVED | 68 | ||
| O9 Acquisition and sale of Retail Estates nv shares - insider trading |
70 | |||
| 10 Information based on article 34 of the Belgian Royal Decree of 14 November 2007 concerning the obligations of issuers of |
||||
| financial instruments admitted to trading on a regulated market |
70 | |||
| DATA IN ACCORDANCE WITH THE EPRA REFERENCE SYSTEM |
72 | |||
| 26 | 27 |
The annual report of Retail Estates is a report within the meaning of articles 96 and 119 of the Belgian Company Code. The elements to be included in this report on the basis of these articles are discussed in the different chapters.
This annual report contains forwardlooking 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 financial condition, the performance or the accomplishments of Retail Estates nv and its
The Belgian real estate investment trust Retail Estates NV is a niche player specialised in making out-oftown 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 property has an average area of 1,000 m².
The most important long-term goal for Retail Estates nv is to assemble, manage and extend a portfolio of out-of-town retail real estate which ensures steady, long-term growth due to its location and the quality and diversification 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 identified 71 clusters and retail parks in which it systematically increases its investments. Taken together, these clusters and retail parks represent 80.51% 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, fittings 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 wellknown retail chains.
As of 31 March 2018, Retail Estates nv has 817 premises in its portfolio with a total retail area of 973,525 m². The occupancy rate of these buildings measured in rented square metres is 98.11%.
A total of 12,599 m² of retail area has received planning permission and is under development. This will be reflected in the calculation of the occupancy level upon provisional delivery of the buildings.
On 31 March 2018, the fair value of the real estate portfolio of Retail Estates nv and its subsidiaries is estimated by the independent property experts at EUR 1,349.37 million (value excluding transaction costs) and the investment value at EUR 1,392.43 million (value including transaction costs).
Retail Estates nv has invested a total of EUR 15.31 million in "Distri-Land" real estate certificates. It currently holds 86.05% of the issued "Distri-Land" real estate certificates. The issuer of these real estate certificates owns 10 retail properties with a fair value of EUR 19.21 million.
Retail Estates nv seeks to optimise its real estate portfolio in terms of profitability 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 profitability 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 profitability 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 rapidly meet the retailers' expectations.
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 central and southern parts 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-of-town 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.
Since 24 October 2014, Retail Estates nv has been registered as a public Belgian real estate investment trust. In its capacity of public BE-REIT – and with a view to maintaining this status – the company is subject to the 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-oftown 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 18 May 2018, 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 EUR 59.89 on 31 March 2018. This represents an increase by 4.76% (EUR 57.17 over the previous year). On 31 March 2018, the stock market price of the share was EUR 71.45, representing a premium of 19.30%.
The EPRA NAV amounts to EUR 61.33, compared to EUR 59.29 in the previous year. This increase is due to the positive change in the value of the real estate investments and the results of the financial year. Compared to the previous financial year, the number of shares of Retail Estates nv increased by 481,453. Hence, there was no dilution of the NAV per share.
On 25 April 2018, the company completed a capital increase for an amount of EUR 123.4 million by issuing 1,897,932 shares. For more information please refer to the section "Events after the date of the balance sheet" in the next chapter.
During the past financial year, Retail Estates extended its investments to the Netherlands with the acquisition of 8 retail parks. These retail parks are destined for large-scale retail and are principally let to retail chains. They feature a total of 134 retail properties. The investments mentioned under A to E (below) took place at the end of June 2017, the investments mentioned under F to H (below) in the second half of December 2017. In early March 2018, two retail properties were acquired that are adjacent to the retail park at Cruquius, which
was acquired in December 2017
The investment is spread over the following locations:
A retail park consisting of 12 retail properties with a total retail area of approx. 23,250 m². The principal tenants include retail chains such as Beter Bed, Kvik, Bruynzeel Keukens and Swiss Sense.
Retail Estates acquired 12 retail properties with a total retail area of 19,730 m² in a retail park of approx. 40,000 m², which also includes a number of "big-box" stores. The
retail properties acquired by Retail Estates exclusively house retail chains such as Kwantum, Leen Bakker, Swiss Sense, BCC, Beter Bed, Bruynzeel Keukens and Perry Sport.
(Province of Utrecht) A retail park with a total retail area of 18,452 m² in the form of an "home decoration and interior design mall" where about a dozen retail concepts are operated, including Trendhopper, Vtwonen, Auping, Xooon, etc.
(Province of North Brabant) The retail park Oostplein features 10 retail properties with a total retail area of 10,233 m². They are let to retail chains like Roobol, Kwantum, Jysk, Carpetright and Beter Bed. In the course of the next few years, this retail park will undergo a facelift and a partial restructuring.
(Province of South Holland) The retail park Euromarkt consists of 13 retail properties with a total retail area of 10,123 m². The principal tenants are Gamma, Aldi and Roobol. Contrary to the other retail parks, it is located in the urban agglomeration ("edge-of-town" type).
The home furnishing shopping centre at Heerlen features over 50 specialised retail units and is one of Europe's largest shopping boulevards. The park consists of two parts (Square 1 and Square 2) and is easily accessible from the A76 motorway. The A76
stretches from the Belgian to the German border, making the retail park accessible to German and Belgian visitors. The catchment area covers 1.3 million local residents. Heerlen 1 consists of 21 retail properties with a total area of 39,891 m², while Heerlen 2 has 26 retail properties with a total area of 35,023 m².
(Haarlemmermeer - Province of North Holland)
Thanks to its high concentration of tenants and its attractive customer zone, Cruquius Boulevard, with a surface area of approx. 35,000 m² and 25 tenants, is regarded as the absolute top location in the Netherlands. It is part of a commercial zone with a total retail area of 88,650 m². Large urban centres like Haarlem, Hoofddorp and Amsterdam and residential areas with the highest purchasing power in the Netherlands are situated in the immediate vicinity. The catchment area covers 1.7 million local residents.
Within the context of this transaction, two additional rental retail properties were acquired at Cruquius in early March 2018.
These two retail properties represent a retail area of 6,397 m² and are used as sales outlets for DIY products under the trade name of Praxis and Gamma respectively. The total investment amounts to EUR 9 million, representing an initial yield of 6.78% in view of the net rental income of EUR 0.61 million. According to the real estate expert, the fair value amounts to EUR 8.6 million.
This local retail park, with a surface area of 24,721 m² and 11 tenants, is situated close to the exit of the motorway near the city of Zwolle, which has 125,000 inhabitants. It is the only retail park in the wider region and represents stable value.
The investment in the purchase of these retail parks (A-E) amounts to EUR 75.61 million, including real estate transfer tax and notary fees. The net rental income amounts to EUR 5.85 million. The net rental price is calculated by deducting the Dutch equivalent of the property tax and the polder taxes from the contractual rental price so as to arrive at a rental price that is comparable with Belgian rental prices. The initial profitability generated by these net rental prices on the total investment amounts to 7.74 percent (gross initial profitability of 7.98 percent). The fair value of this investment amounts to EUR 70.66 million and corresponds to the estimate of the real estate expert of CBRE Nederland. In the Netherlands, the fair value corresponds to the costs-to-buyer valuation (investment minus 6% real estate transfer tax and 1% notary fees).
Furthermore, within the context of these transactions, 7 retail properties were acquired in the Meubelplein retail park at Leiderdorp, with a total retail area of 5,898 m², including a vacant retail unit of 2,668 m² and two precarious rental prop
erties with a total retail area of 1,409 m². The net rental income of these retail properties currently amounts to only EUR 0.17 million. These non-strategic buildings will be divested upon re-letting. The investment in this purchase amounts to EUR 2.10 million (including real estate transfer tax and notary fees). The real estate expert of CBRE Nederland has assessed the fair value at EUR 1.96 million (costs-to-buyer value excluding real estate transfer tax). The difference between this valuation and the purchase price (excluding real estate transfer tax) amounts to EUR 0.37 million and is attributable to valuation differences related to the valuation of the vacant condition.
The transaction (A-E) was structured through the procurement of a newly incorporated subsidiary Retail Estates Nederland BV for the aforementioned real estate. This transaction was funded by taking out bank loans and by issuing new shares for a total value of EUR 13 million.
The investment in the purchase of the last three retail parks (F-H) amounts to EUR 205.44 million, including real estate transfer tax and notary fees. The net rental income amounts to EUR 13.44 million. The net rental price is calculated by deducting the Dutch equivalent of the property tax and the polder taxes from the contractual rental price so as to arrive at a rental price that is comparable with Belgian rental prices. The initial profitability generated by these net rental prices on the total investment
amounts to 6.54 percent (gross initial profitability of 6.74 percent). The fair value of this investment amounts to EUR 196.70 and corresponds to the costs-to-buyer valuation (investment excluding 6% real estate transfer tax and 1% notary fees).
This investment was structured through the acquisition of the real estate via various newly incorporated subsidiaries (4 in total). This transaction was financed through intra-group financing after the drawdown of bank loans by Retail Estates nv.
On 31 October 2017, Retail Estates acquired exclusive control of the company Librajem BVBA (previously Prometra BVBA). This company owns two retail properties in Libramont and one retail property in Jemeppe-sur-Sambre. These properties generate an annual rental income of EUR 0.18 million. The investment in this transaction amounts to EUR 2.85 million.
La Louvière On 5 February, 50% of the shares of NS Properties BVBA were acquired for an amount of EUR 1.19 million.
The company has one retail unit in La Louvière that fits within the existing portfolio of Retail Estates.
The above acquisitions took place at a valuation corresponding to the fair value of the retail properties or parks in question as determined by the real estate experts of CBRE
or Cushman & Wakefield.
On 31 March 2018, project developments accounted for a total amount of EUR 24.98 million. We distinguish three types of projects: 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. Furthermore, there are projects under application and projects under development.
On 31 March, the speculative land positions accounted for EUR 5.14 million, the projects under application represented EUR 13.83 million and the projects under development represented EUR 6.01 million.
A. Projects under application – overview of the main projects In 2014, Retail Estates acquired a 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. On 30 August 2016, Retail Estates NV acquired a controlling interest (51%) in real estate company Heerzele nv, which is the owner of an adjacent property at Wetteren. Retail Estates wishes to expand its retail park once it has obtained the necessary permits. The total operation consists of the creation of a gross retail area of approximately 9,000 m², a considerable extension
of the car park and an expected total investment of EUR 14.40 million. This project is expected to be completed in September 2019.
Furthermore, the company intends to invest in the extension of its retail cluster at Namen-Zuid for its own account on behalf of a DIY store in Jambes. The additional expected investment is estimated at EUR 12 million and will consist of the creation of a retail property of approximately 8,000 m². Completion is expected by June 2019.
Customised project for Aldi at Nijvel: construction of a customised building for Aldi (2000 m²). This retail unit is in line with the new concept that Aldi is currently rolling out and consists of a large retail area with an underground car park and rolling walkways. The total additional investment will amount to EUR 2.53 million. A total of EUR 1.97 million of this amount will be invested in the financial year that starts on 01 April 2018.
Customised project for Aldi in Tienen: this retail unit is in line with the new concept that Aldi is currently rolling out and consists of a large retail area with an underground car park and rolling walkways. The total additional investment will amount to EUR 0.40 million.
Extension of an existing retail park by 9,500 m² in Frameries. The existing retail park is a recently constructed complex, which was
developed into a strong pole of attraction in a densely populated area between Mons and the French border. The eight shops that have been opened since 2012 account for approx. 10,000 m² of retail area. Retail Estates has acquired the adjacent land and will construct the remaining 9,500 m² in the next 8 months.
Extension of the company's retail park in Barchon: an extra surface area of approximately 1,000 m² will be added for 1 or 2 additional retail units. This project was started in June 2017. A total of EUR 0.74 million has already been invested in this project, and additional investments for an amount of EUR 1.10 million are expected.
Extension and renovation of a 2,000 m² retail area in Gentbrugge for Brantano. This project started in February 2018. A total of EUR 0.36 million has already been invested in this project, and additional investments for an amount of EUR 0.86 million are expected.
Other projects: this concerns various smaller projects and extensions. The expected investment for these projects amounts to EUR 0.64 million.
The total expected investments for the projects described above amount to EUR 16.74 million.
The project in Braine L'Alleud was completed in the third quarter of the financial year 2017/2018. The project involved a renovation of
the existing retail park at Braine L'Alleud, with a facelift of the entire park. Earlier in this financial year, the project at Ath was also completed. The total investment amounted to EUR 2.85 million. Upon completion, the fair value of the project in Braine amounted to EUR 2.41 million. The fair value of the project in Ath amounted to EUR 0.45 million.
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. Available lands are made profitable in this manner and revenue growth allows the tenant to pay the rent increase.
In the past financial year, a number of properties were divested for a net sales price of EUR 7.64 million.
A capital gain of EUR 0.09 million was realised on these divestments
These divestments are part of an annual recurring sales programme of individual retail units that are not part of the core portfolio of Retail Estates nv due to their location, size and/or commercial activity.
Acquisitions and in-house developments in the financial year 2017-2018, less divestments, resulted in an increase of the real estate portfolio by 309.39 million. The total rental income increased by EUR 8.50 million in the financial year 2017-2018 as a result of these investments, but decreased by EUR 0.25 million in the past financial year as a result of the divestments. If the acquisitions and sales had taken place on 1 April 2017, the rental income would have increased by EUR 20.08 million.
The investments are financed by a mix of shareholders' equity (issue of new shares by contribution in kind or in the capital market) and borrowed capital (financing of working capital by the banks, issue of a bond loan, …).
Occupancy rate The occupancy rate of the Retail Estates nv real estate portfolio is 98.11%.
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 legislation on commercial lease is mandatory and allows for cancellation every three years by all tenants.
Three smaller SME tenants filed for bankruptcy in the past financial year. The necessary provisions were created for the irrecoverable debts.
At the end of this financial year, outstanding trade receivables amount to EUR 1.93 million. An amount of 0.16 million relates to the operating and reserve fund. Taking into account the guarantees obtained – both rental guarantees and the requested bank guarantees – and the receivables not yet overdue, the credit risk on trade receivables is limited to approximately 9.86% (EUR 0.25 million) of the outstanding amount on 31 March 2018.
Two properties were destructed by fire in the past financial year. The insurance company paid a compensation. Unfortunately, vandalism is a recurring problem for retail units located at the outskirts of large urban agglomerations.
The occupancy rate of the Retail Estates nv real estate portfolio is 98.11%..
On 5 April 2017, a total of 174,404 new shares were issued by contribution of the remaining debt claim relating to the purchase of the shares of the real estate company Hainaut Retail Invest, which owns 25 retail properties spread throughout the province of Hainaut. The new shares have shared in the company's profit as from 1 April 2017.
As indicated in the Investments chapter, the acquisition of the Dutch real estate portfolio was in part realised by issuing new shares. These shares were issued by the board of directors on 29 June 2017 within the context of the authorised capital at an issue price of EUR 65. They have shared in the profit from the start of the financial year 2017-2018 on 1 April. As a result of this capital increase, 200,000 shares were issued.
On 29 March 2018, the board of directors issued new shares in the context of the authorised capital. In particular, the following contributions in kind took place following two separate but connected decisions:
Four retail properties located in a retail park at Libramont were contributed for a contribution value of EUR 5.46 million. These properties are let to retail chains JBC, Planet Parfum, Veritas and Pointcarré, and generate a rental income of EUR 0.31 million on an annual basis.
Retail Estates had already acquired three retail units in this retail park, out of a total of 17 retail units that together make up the park.
A total of 83,973 new registered shares were issued at an issue price of EUR 65. These new shares share in the profit of the current financial year, which started on 1 April 2017 and will close on 31 March 2018. Consequently, they are issued with coupon 26 attached, representing the dividend right for the current financial year. They represent a capital increase by EUR 1,889,425.21 and an issue premium for the balance of EUR 3,568,819.79.
A retail property located along the access road to the Carrefour site at Herstal (Liège) was contributed for a contribution value of EUR 1.5 million. This retail property is let to Krëfel and generates a rental income of EUR 0.10 million. It is adjacent to the Herstal retail cluster, where Retail Estates had already acquired six retail units. All properties are situated along the access road to the hypermarket Carrefour and are easily accessible from the Liège ring road.
A total of 23,076 new registered shares were issued at an issue price of EUR 65. These new shares share in the profit of the current financial year, which started on 1 April 2017 and will close on 31 March 2018. Consequently, they are issued with coupon 26 attached, representing the dividend right for the current financial year.
They represent a capital increase by EUR 519,218.99 and an issue premium for the balance of EUR 980,721.01.
As a result of these capital increases, the total capital of Retail Estates nv amounts to EUR 213,521,069.56 on 31 March 2018, represented by 9,489,661 fully paid ordinary shares.
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 5.08 years. Within the context of the financing of its activities, Retail Estates has offered a commercial paper programme of (up to) EUR 50 million since September 2017. 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.
The average interest rate on 31 March 2018 is 2.62% compared to 3.42% on 31 March 2017.
For more information with regard to the financing, please refer to note 34 et seq. to the annual report.
On 21 December 2017, the merger by acquisition of the company RWI Invest nv by Retail Estates nv was adopted by the board of directors of the respective companies, effective 31 December 2017.
On 31 January 2018, the merger by acquisition of the company Hainaut Retail Invest nv by Retail Estates nv was adopted by the board of directors of the respective companies, with immediate effect.
On 31 January 2018, the merger by acquisition of the company Foncière de la station Verviétoise BVBA by Retail Warehousing Invest NV was also adopted by the managers and the board of directors of the respective companies, with immediate effect.
Mergers of subsidiaries simplify administrative management and reduce the taxable income of the subsidiaries of Retail Estates nv.
On 10 April 2018, the board of directors of Retail Estates decided to proceed to a capital increase. It concerns a capital increase within the limits of the authorised capital, with an irrevocable allocation right for the shareholders of Retail Estates. During the subscription period with irrevocable allocation right, which was closed on 23 April 2018, a total of 1,669,426 new shares were subscribed for, i.e. 87.96% of the new shares offered.
All irrevocable allocation rights, represented by coupon no. 25, which were not exercised by the end of the subscription period and the exercised irrevocable allocation rights connected to registered shares for which the full subscription price was not paid in time, were sold on 25 April 2018 in the form of scrips within the framework of an exempt accelerated private placement with composition of an order book, implemented in Belgium, Switzerland and the European Economic Area, as described in point 8.1.3 of the Prospectus. The buyers of scrips have therefore subscribed for the 228,506 available new shares at the same price and in the same proportion as for the subscription through the exercise of irrevocable allocation rights, i.e. one new share at an issue price of EUR 65.00 (inclusive of coupon no. 26, representing the right to the annual dividend for the financial year 2017/2018, for which
a dividend prognosis of EUR 3.60 gross per share is made and with regard to which the annual meeting of Retail Estates, scheduled for 23 July 2018, will decide) per new share, for 5 irrevocable allocation rights in the form of scrips.
offering amount to the targeted maximum of EUR 123,365,580 after the subscription period with irrevocable allocation rights and the exempt accelerated private placement of scrips. The net proceeds of the transaction are estimated at EUR 121,065,580.
retail park Randstad Holland On 30 April, Retail Estates purchased a retail park in Spijkenisse in the region of Rotterdam. Rotterdam is one of the 4 large cities constituting "Randstad Holland". The retail park consists of 23 retail properties and one hospitality establishment, accounting for a total built area of 28,273 m². The total investment amounts to EUR 47.20 million and generates a net rental income of EUR 3.11 million, i.e. an initial yield of 6.53%. According to the appointed real estate expert, the fair value of this investment amounts to EUR 43.30 million.
The investment properties (including project developments) increased from EUR 1,071.36 million to EUR 1,349.37 million. This can mainly be explained by the expansion of the portfolio by EUR 311.04 million and the sale of investment properties for an amount of EUR 7.54 million. The fixed assets held for sale increased from EUR 5.69 million to EUR 29.20 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 EUR 29.14 million were added to the assets held for sale in the financial year 2017-2018, and assets worth EUR 5.89 million were sold.
Current assets amount to EUR 39.78 million and consist of EUR 29.20 million from assets held for sale, EUR 3.53 million from trade receivables, EUR 2.28 million from tax receivables and other current assets, EUR 3.39 million from cash and cash equivalents and EUR 1.37 million from accrued charges and deferred income.
The shareholders' equity of the public BE-REIT amounts to EUR 568.33 million. On 31 March 2018, the share capital amounts to EUR 213.51 million, an increase by EUR 10.83 million compared to last year, following the capital increases mentioned above. After deduction of the capital increase costs, the capital on the balance sheet amounts to EUR 208.20 million. A total of 481,453 new shares were created in the financial year 2017-2018. Issue premiums also increased from EUR 157.53 million to EUR 177.99 million for the same reasons. Reserves amount to EUR 135.44 million and consist of the reserve for the variations in the fair value of real estate properties (EUR 113.37 million), the result of previous financial years carried forward (EUR 47.35 million), available reserves (EUR 15.07 million), legal reserves (EUR 0.06 million), less the impact on the fair value of estimated transfer rights and costs resulting from the hypothetical disposal of investment properties (EUR 26.61 million) and less the variations in the fair value of financial assets and liabilities (EUR 13.79 million). The Group uses financial derivatives (interest rate swaps) to cover interest rate risks resulting from certain operational, financial and investment activities. Financial derivatives are initially booked 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 immediately included in the result. 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 negative value of these instruments is the result of the strong decline in interest rates that has continued since the end of 2008 under the influence of the American and European central banks.
The net result of the financial year amounts to EUR 46.70 million and consists of EUR 47.90 million from EPRA earnings, - EUR 1.31 million from the result on portfolio and EUR 0.10 million from variations in the fair value of financial assets and liabilities.
The long-term liabilities amount to EUR 766.52 million and consist of EUR 746.00 million long-term financial liabilities with an average term of 5.01 years. The remaining long-term liabilities pertain to authorised cash flow hedges (interest rate swaps) and the debt to the minority shareholders of Heerzele nv and Blovan nv.
Retail Estates nv aims at a gross dividend of EUR3.80 (EUR2.66 net) for financial year 2018-2019.
The short-term liabilities amount to EUR 59.32 million and consist of EUR 12.80 million of trade debts and other short-term liabilities. These mainly comprise the trade debts amounting to EUR 0.31 million, tax debts estimated at EUR 2.61 million, invoices receivable for EUR 8.40 million and exit taxes amounting to EUR 1.07 million. The short-term financial liabilities amount to EUR 36.38 million.
Other short-term liabilities have decreased from EUR 11.50 million to EUR 0.62 million. The decrease is mainly the result of the contribution of the remaining debt for the acquisition of the shares of Hainaut Retail Invest nv. This debt was incorporated into the capital of Retail Estates nv on 5 April 2017.
As of 31 March 2018, the weighted average interest rate is 2.62%.
The net rental income increased by EUR 11.82 million, mainly due to the acquisition of additional properties (EUR 311.04 million) and the completion of projects in the 2017-2018 financial year (EUR 4.24 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 (EUR 2.09 million). The sale of properties resulted in a decrease in net rental
income of EUR 0.25 million. The sale of properties during the previous financial year resulted in a decrease in this year's net rental income by
EUR 0.07 million. The impact of contract renewals is EUR 0.32 million. Furthermore, there is an impact of discounts (-EUR 0.17 million), vacancy (-EUR 0.69 million) and indexation (EUR 1.11 million).
Property costs amount to EUR 6.12 million, an increase by EUR 1.18 million, mainly due to the increase in technical and commercial costs following the expansion of the portfolio, and the increase in personnel expenses following the expansion of staff. The company's overhead expenses amount to EUR 4.52 million, an increase by EUR 1.58 million (53.62%) compared to the previous year, mainly due to an increase in nonrecurring fees and an increase in the manager's fee following the addition to the management committee of a Chief Investor Officer.
The result of the sale of investment properties is EUR 0.09 million. This profit is the result of the sale of EUR 7.73 million in properties (investment value). Please refer to the "Divestment" section in this chapter for more details.
The variation in the fair value of investment properties amounts to -EUR 2.51 million. There is a positive impact of indexations, increases in yield at top locations and rental renewals in retail parks, and a negative impact of the depreciation of the costs of the transaction for the determination of the fair value of investment properties. The other portfolio
result amounts to EUR 1.11 million and mainly includes deferred taxes relating to the Dutch portfolio.
The financial result (excluding variations in the fair value of financial assets and liabilities) amounts to -EUR 17.37 million compared to -EUR 18.20 million last year. The decrease in the weighted average interest rate from 3.42% to 2.62% offsets the increase in the interest charges due to additional loans taken to finance further expansion of the portfolio. The variation in the fair value of financial assets and liabilities amounts to EUR 0.10 million compared to EUR 0.87 million last year. The decrease in these costs is the result of the change in the fair values of the swaps that do not define 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 EUR 47.90 million compared to EUR 39.12 million last year.
For the financial year 2018-2019, 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 EUR 91.00 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.
As was the case in the previous years, Retail Estates nv expects the dividend for the financial year 2018-2019 to grow in line with the previous years, as a result of which it is minimally inflation resistant. Retail Estates nv aims at a gross dividend of EUR 3.80 (EUR 2.66 net) for financial year 2018-2019. This would represent an increase by 5.56% compared to the dividend for the financial year 2017-2018 (EUR 3.60 gross).
The board of directors proposes to appropriate the profit of the financial year, as shown in the statutory annual accounts, as follows:
| in 000 EUR | ||
|---|---|---|
| Result of the year | 45 637 | |
| Reserve for the positive/negative balance of changes in the fair value of real estate properties |
2 555 | |
| Changes in fair value of financial assets and liabilities | -101 | |
| Profit to be appropriated for the financial year | 48 091 | |
| Profit carried forward from the previous financial year (IFRS) | 51 373 | |
| Increase in profit carried forward due to merger and other | 1 472 | |
| Other | ||
| Payment of dividend 31 March 2018 | -40 995 | |
| Result to be carried forward | 59 941 | |
| The board of directors of Retail Estates nv will propose to the |
shareholders' meeting, to be held
on 23 July 2018, a gross dividend for
the financial year 2017-2018 (which
began on 1 April 2017 and ended
on 31 March 2018) in the amount
of EUR 3.60 (or EUR 2.52 net, i.e.
the net dividend per share after the
deduction of 30% in withholding tax) per share which shares in the result of the financial year 2017-2018.
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.
This statement adheres to the provisions of the Belgian Corporate Governance Code 2009 and the Belgian Act of 6 April 2010 amending the Belgian Company Code.
Retail Estates nv applies the Code of the Corporate Governance
Committee (https://www. corporategovernancecommittee. be/en) of 12 March 2009 as its reference code (hereinafter referred to as "the Code").
On 10 April 2018, taking into account the relevant recent developments, an adjusted version of the Corporate Governance Charter and the Dealing Code was approved by the board of directors. The Charter can be found at the website: www.retailestates.com.
Retail Estates nv seeks to adhere to the provisions of the Corporate Governance Code as much as possible. There are, however, deviations in several areas. According to the Code's "comply or explain" principle, it is allowed to take into account the relatively small size and unique characteristics of the company. The Code can be consulted on the website of the Corporate Governance Committee (https://www. corporategovernancecommittee.be).
Item 2.9. The board of directors has not yet appointed a company secretary. The duties linked to this position are currently performed by one of the directors. Mr Koenraad Van Nieuwenburg will be proposed as company secretary at the next board of directors meeting.
Item 3.5. In view of the company's activities, and particularly considering the fact that negotiating and concluding specific contracts is part of the day-to-day management and falls within the CEO's powers (without the intervention of the board of directors being required in principle), rental agreements (with retail companies with which a nonexecutive director is associated) between the company and one of its non-executive directors could fall under the conflict of interests regulations ('significant commercial relationships').
Item 4.6. The recommended four-year mandate for directors is considered too short given the complexity of the type of property in which Retail Estates nv specialises. As a result, all mandates last for six years.
Based on the transparency declarations received and the information which Retail Estates nv possesses, the main shareholders are: Leasinvest, acting in
| % at date of registration1 |
Pro forma % at 31.03.2018² |
Pro forma % at 18.05.20183 |
|
|---|---|---|---|
| Stichting Administratiekantoor 'Het Torentje' group and Leasinvest, acting in |
|||
| mutual consultation | 10.03% | 10.47% | 10.47% |
| FPIM nv (Belfius Insurance) | 9.76% | 8.87% | 8.37% |
| KBC Group nv | 7.59% | 2.98% | 3.01% |
| AXA nv | 7.01% | 6.71% | 6.71% |
| Federale Verzekering/ Fédérale Assurance |
7.99% | 5.05% | 5.05% |
| General public | 57.62% | 65.93% | 66.39% |
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 31.03.2018 (9,489,661 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 threshold, and thus did not result in a transparency 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 18.05.2018 11,387,593 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 threshold, and thus did not result in a transparency notification.
With the exception of the abovementioned 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).
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:
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.
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:
Authority (FSMA), which also conducts a specific review of the financial information. All published financial information is inspected (in advance or post facto) by the FSMA;
Regular management and operational meetings serve to address issues that need to be followed up, thus ensuring balanced risk awareness and management:
the main events of the past period and their impact on the accounting figures;
recent and planned transactions;
the development of major key performance indicators; and
any operational, legal
and fiscal risks.
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.
An ERP system tracks all aspects of the real estate business (overview of lease agreements, rent calls, settlement of costs, payment monitoring, etc.). This software system is linked to the accounting software.
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 halfyearly 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 foureyes 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/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, noncorruption 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 Belgian 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 2009 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:
restrictions on the execution of transactions in financial instruments of the company during specific periods prior to publication of the financial results ("closed periods") or during any other period considered sensitive ("prohibited periods");
the appointment of a compliance officer to oversee compliance with the Dealing Code by the directors and other designated persons;
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..
Reference is made to the passage under 'Handling conflicts of interest' under chapter 7 of 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 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 legal in nature, Ms Lore Leo, legal counsel (member of the M&A team; according to the Board of Directors, the main risks relate to the acquisition activities rather than to portfolio management activities), was appointed risk manager. She consults with the compliance officer in this context.
The risk manager was appointed on 14 March 2018 for a three-year term and has the required professional reliability and appropriate expertise. The risk manager is under direct supervision of a member of the effective management, in casu 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 2021 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 VMB, in the person of Mr Luc Martens. The internal audit function, which is 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 and reporting analyst of the company. He was appointed on 14 March 2018 for a three-year term and has the required professional reliability and appropriate expertise.
Pursuant to article 17, §2 of the Belgian Act on regulated real estate investment trusts, the internal audit within the company also covers its subsidiary as it qualifies as an institutional real estate investment trust (REIT).
Since 4 April 2017, the board of directors of Retail Estates nv has consisted of 12 directors: 10 non-executive directors and 2 executive directors, i.e. the managing director (CEO) and the chief financial officer (CFO).
The Board of Directors has set up three committees: a remuneration and nomination committee, an audit committee and a management committee.
The Board of Directors met nine times in 2017-2018. A number of meetings were held by conference call or in the office of notary public Tim Carnewal. The remuneration and nomination committee and the audit committee met twice. The management committee meets on a weekly basis.
In spite of the provisions of the Corporate Governance Code, which prescribes a four-year term for management mandates, all mandates of the directors of Retail Estates NV were extended for a new six-year term (until the end of the 2021 shareholders' meeting 4) during the annual shareholders' meeting of 1 July 2016. The composition of the Board of Directors reflects independence at a double level:
The directors are appointed for a maximum term of six years and can be re-elected.
These directors also meet the criteria of independence set out in annex A to the Code. The independent directors strictly comply with the following criteria of independence:
they are not a salaried employee, manager, management committee member, managing director, executive director or member of the executive personnel of Retail Estates nv or an affiliated company and have not occupied a similar position during the five years preceding their appointment; - they have not received from Retail Estates nv or any associated company any remuneration or significant financial benefits other than those associated with their mandates;
they are not a dominant shareholder of Retail Estates nv or do not have a shareholding stake of more than 10% in Retail Estates nv, either on
their own or jointly with a company controlled by the director, they are not a director or an executive of such a shareholder and they do not represent such a shareholder. Directors with a shareholding stake of less than 10% may not subject corporate actions relating to their shares, or the exercise of any rights pertaining to them, to contractual stipulations or to unilateral commitments to which they have subscribed. Directors may under no circumstances represent such a shareholder;
4 The extraordinary shareholders' meeting of 4 April 2017 approved the appointment of (i) Ms Ann Gaeremynck as an independent director within the meaning of article 526ter of the Belgian Company Code; and (ii) Mr Victor Ragoen as a non-executive director, in both cases until the end of the 2021 shareholders' meeting.
| retail estates - annual report 2017-2018 | Management report | |||||
|---|---|---|---|---|---|---|
| - they have not held more than three terms of office as a non-executive director at Retail Estates nv, with |
Name | Function | Date of commencement of current mandate |
Date of expiry of current mandate |
Professional address | |
| an overall limit of 12 years; - they are not a close relative of |
Paul Borghgraef | Chairman of the Board of Directors |
01.07.2016 | 2021 shareholders' meeting |
Industrielaan 6, 1740 Ternat | |
| an executive, a member of the management committee or a person described in one of the above-mentioned situations. |
Jan De Nys | Managing director Chairman of the management committee |
01.07.2016 | 2021 shareholders' meeting |
Industrielaan 6, 1740 Ternat | |
| The composition of the board of directors intends to ensure that the decisions taken are in the interest of |
Kara De Smet | Chief Financial Officer Member of the management committee |
06.01.2016 | 2021 shareholders' meeting |
Industrielaan 6, 1740 Ternat | |
| the company. The composition of the board of directors is determined on the basis of diversity in general and complementarity of skills, experience |
René Annaert | Independent director Chairman of the remuneration and nomination committee Member of the audit committee |
01.07.2016 | 2021 shareholders' meeting |
Mercatorlaan 4 – 1780 Wemmel |
|
| and know-how. It is of particular importance to have a strong representation of directors who are |
Jean-Louis Appelmans |
Non-executive director Member of the audit committee |
01.07.2016 | 2021 shareholders' meeting |
Schermersstraat 42, 2000 Antwerpen (Antwerp) |
|
| well versed in the management of retail businesses in the type of property in which Retail Estates nv |
Rudy De Smedt | Non-executive director | 01.07.2016 | 2021 shareholders' meeting |
Stoofstraat 12 - 1000 Brussel (Brussels) |
|
| invests and/or have experience in the financial aspects of the management |
Christophe Demain | Non-executive director | 01.07.2016 | 2021 shareholders' meeting |
Galiléelaan 5 – 1210 Brussel (Brussels) |
|
| " | of a listed company and of a BE REIT in particular. Consequently, it is pivotal that members of the board of directors are complementary in terms of knowledge and experience. |
Ann Gaeremynck | Independent director Member of the remuneration and nomination committee Member of the audit committee |
04.04.2017 | 2021 shareholders' meeting |
Naamsestraat 69 - 3000 Leuven |
| Retail Estates nv strongly emphasises the |
To enable the board of directors to operate efficiently, the intent is to limit the number of board members to 12. The current composition of the Board |
Victor Ragoen | Non-executive director Member of the remuneration and nomination committee |
01.07.2016 | 2021 shareholders' meeting |
Schermersstraat 42, 2000 Antwerpen (Antwerp) |
| principles of honesty and integrity, and expects a |
of Directors ensures compliance with the requirements in terms of gender |
Jean Sterbelle | Non-executive director | 01.07.2016 | 2021 shareholders' meeting |
Vorstlaan 25, 1170 Brussel |
| similar attitude on the part of third parties |
diversity. The Board of Directors currently consists of four women and eight men, which is in line with article 518bis of the Belgian Company Code. On the date of this report, the Board |
Leen Van Den Neste Independent director Member of the remuneration and nomination committee Chairwoman of the audit committee |
06.01.2016 | 2021 shareholders' meeting |
Sint-Michielsplein 16 – 9000 Gent (Ghent) |
|
| with whom the company " does business. |
of Directors of Retail Estates nv is composed as follows: |
Herlinda Wouters | Non-executive director | 06.01.2016 | 2021 shareholders' meeting |
Watermanweg 92 – 3067 GG Rotterdam – the Netherlands |
| 53 |
Five out of the twelve directors represent a reference shareholder: Ms Wouters (on behalf of KBC Group), Mr Appelmans (on behalf of Het Torentje (Leasinvest)), Mr Sterbelle (on behalf of AXA), Mr Demain (on behalf of Belfius Group) and Mr. De Smedt (on behalf of Federale Verzekering).
Mr De Nys, Mr Borghgraef and Mr Annaert have declared that they hold shares in the company for their personal account.
Pursuant to the Corporate Governance Code, non-executive directors need to be aware of the extent of their duties and the time commitment involved in carrying out those duties within the scope of a mandate in a listed company. They are therefore advised not to consider taking on more than five directorships in listed companies. None of the nonexecutive 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 Paul Borghgraef has been a director and chairman of the Board of Directors of Retail Estates since 2004.
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 started his career at the policy accounting department of Kredietbank in 1976.
From 1977 to 1978, he worked for Dijker en Doorbos (currently PWC) as an auditor and tax specialist.
From 1978 onwards, he held several positions at Krefima, including managing director and chairman of the management committee, executive director and chairman of
the Board of Directors until 2006.
Since 1995 he has served as a judge in commercial cases at the Court of Commerce in Antwerp.
Committee: /
B. Mr Jan De Nys
Mr Jan De Nys has been managing director of Retail Estates nv since 1998.
He earned a master 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.
He started his career with De Bandt, Van Hecke in 1982. From 1999 to 2002, he held several positions at Mitiska NV, and was a director of this company until 2009.
− Director of Alides REM NV − Managing director of Snowdonia NV − Director of First Retail International I en II NV
Committee: /
Ms Kara De Smet has been CFO of Retail Estates since 2006. She has been an executive director since January 2016.
She obtained a master 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.
Committee: /
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 general manager of Devimo N.V. until 2011. He has been CEO of Brussels International Trade Mart since 2012.
− Independent director of Devimo Consult
Mr Jean-Louis Appelmans has been a director of Retail Estates since 9 March 1998.
Mr Jean-Louis Appelmans holds a master degree in Commercial Sciences and Financial Sciences (VLEKHO Business School, Brussels). In 1977, he started working for Compagnie Maritime Belge as a financial analyst. From 1978 to 1987, he held several positions at Chase Manhattan Bank (currently JP MorganChase). From 1987 to 1989, he was responsible for large Belgian companies and SMEs at Crédit Lyonnais (currently Deutsche Bank). He has been a director of Extensa Group since 1989. He was appointed managing director of Leasinvest Real Estate Management NV and statutory manager of the public real estate investment trust Leasinvest Real Estate Comm. VA in July 1999.
− Audit committee
Mr Rudy De Smedt has been a director of Retail Estates since 7 July 2015.
Mr De Smedt obtained his master degree in Mathematics (with specialisation in statistics) at Vrije Universiteit Brussel in 1984.
Mr De Smedt has been active in the insurance industry since 1987. After brief periods of employment at Mercator and Baloise, he started working for Federale Verzekering as mortgage credit officer in 1991. Mr De Smedt also headed the individual life insurance and group insurance divisions. He has been Business Director at Federale Verzekering since 2014.
− Business Director at Federale Verzekering
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 Leuven.
He works as 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.
Committee: /
Ms 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 (e.g. with a study on fair value disclosures under IAS 40).
− Director of VIVES University College − Director of ICCI (Information Centre for Company Auditors) − External member audit committee AZ Delta
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 master degree in Commercial Sciences and Financial Sciences and a master's degree in marketing at the Vlerick School.
He started his career as junior account executive at Ogilvy & Mather 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 2011, Mr Ragoen was vice chairman of KESA Electricals. From May 2011 to February 2015, he served as managing director of Vanden Borre once again.
− Advisory position at FNAC Vandenborre
− Remuneration and nomination committee
Mr Jean Sterbelle has been a director of Retail Estates since 12 April 2013. He obtained a graduate degree in real estate and a real estate agent certificate at INFAC. From 1989 to 1990, he served as deputy of the safety and buildings manager of Morgan Guaranty Trust Company of New York (Euroclear Operation Centre). From 1990 to 2007, he held several real estate related positions within the Fortis group. From 2007 to 2014, he served as Head of Real Estate Commercial Management at AXA Belgium - Letting & Investment, and in July 2014, he became Head of Transactions & Letting at AXA Real Estate Investment Managers Belgium NV. On 1 July 2014, he became Head of Transactions & Letting at AXA Real Estate Investment Managers Belgium NV. In this position he is responsible for letting and for real estate transactions on behalf of all AXA REIM customers/ investors (purchase/sale).
Committee: /
Ms Herlinda Wouters has been a director of Retail Estates since 12 January 2016.
In 1990, Ms Wouters obtained a master's degree in Applied Economic Sciences and a master's degree in Educational Sciences, in both cases at the University of Antwerp. She started her career at Exxon Chemicals as a business analyst. From 1983 to 1997, she worked for IndoSuez Bank Belgium, initially as Global Relationship Manager and later as a Branch Manager.
In 1998, Ms Wouters made the switch to KBC Bank, where she started working as a senior banker and became Corporate Business Development Manager later on. She worked as Program Director for KBC Financial Products Ltd from late 2009 to early 2011. She also held this position with Antwerp Diamond Bank for six months.
Ms Wouters has been General Manager of KBC Bank Nederland since July 2011.
General Manager of KBC Bank Nederland
Committee: /
Ms Leen Van den Neste has been an independent director of Retail Estates since 12 January 2016.
Ms Leen 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 Certified auditors, 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.
− Chairwoman of the Board of Directors of Xior NV, a public real estate investment fund
− Director of KAA Gent CVBASO
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.
The board of directors of Retail Estates nv hereby confirms that, to its knowledge, none of its directors have ever 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 a management body, or ever appeared before a court of law in the capacity of a director, in connection with bankruptcy.
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. It delegates the dayto-day management to the managing director, who in turn regularly reports back on the management and the annual
budget and presents a quarterly financial and operational report.
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. Pursuant to Article 521 of the Belgian Companies Code, resolutions of the board of directors may in exceptional cases be adopted by unanimous written agreement by the directors whenever the urgency of the matter and the interest of Retail Estates nv so require. However, this procedure may not be followed for the adoption of the financial statements or the appropriation of the authorised capital.
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 shall systematically and regularly evaluate its size.
Retail Estates nv has prepared a report on the remuneration policy for its directors. The board of directors has ten non-executive and two executive directors, i.e. the executive chief financial officer (Ms Kara De Smet) and the managing director (Mr Jan De Nys), who together assume the effective management of Retail Estates nv and its subsidiaries.
The report was prepared by the remuneration committee in accordance with Article 96 §3 of the Belgian Company Code and was approved by the board of directors' meeting of 18 May 2018.
It will be submitted to the annual shareholders' meeting of 23 July 2018, which is to approve or disapprove the report by a separate vote.
The remuneration policy of Retail Estates nv has been prepared in such a way that it takes into account market-compliant remuneration, which enables the company to attract and retain talented directors, while also considering the size of the company and its financial prospects. This remuneration furthermore also has to be proportionate to the responsibilities associated with the position of a director in a listed company. However, the expectations of the shareholders must be met as well.
The remuneration and nomination committee analyses the applied
remuneration policy on a yearly basis, assesses whether adjustments are required and makes the necessary recommendations to the board of directors, which in turn must present the recommendations to the shareholders' meeting.
The remuneration committee met twice during the past financial year to verify and adjust, where necessary, the remuneration budgets of the directors on an individual basis and the personnel budget in its entirety in accordance with the responsibilities of the persons in question and the medium and long-term objectives the board of directors has set for the company. In this respect, the executive directors are analysed both in terms of the overall remuneration level and the distribution of the different components.
committee
Please refer to the management committee section of the Report on the activities and to the functioning of the committees.
The fixed remuneration of the chairman was set at EUR 60,000, given the regular presence and involvement of Mr. Paul Borghgraef and given the fact that he is the daily interlocutor and sounding board of the managing director between board meetings. Variable remuneration and other benefits or severance payment are not available.
Mr Paul Borghgraef has been a non-executive director and chairman of the board of directors since 12 January 2016. He does not receive a separate remuneration for the exercise of his directorship.
Executive directors do not receive a remuneration in their capacity as directors.
Non-executive directors receive a fixed annual remuneration of EUR 6,000. They also receive attendance fees amounting to EUR 1,500 per meeting for attending meetings of the board of directors and its committee(s).
Non-executive directors do not receive performance-related remuneration such as bonuses or stock-related long-term incentive schemes or fringe benefits.
Based on the above, the following fees were paid to the directors in 2017-2018 for the meetings that took place at the registered office of the company:
insurance of directors
The company has taken out an insurance policy to cover the liability of its directors.
At the recommendation of the remuneration committee, the board of directors does not intend to make any significant changes to the remuneration policy. This applies to both the executive and nonexecutive directors and to financial years 2017-2018 and 2018-2019.
Please refer to section 4 of this chapter for the board of directors' activity report.
In order to continually improve the effectiveness of the board of directors, the board of directors shall systematically and regularly (at least every three years) evaluate its size, its composition, its performance and those of its committees as well as its interaction with the management committee.
Various committees can be established within the board of directors for specific matters.
| Annual fixed remuneration (EUR) |
Performance related (EUR) |
Attendance at board of directors' meetings4 |
Attendance at remuneration and nomination committee meetings |
Attendance at audit committee meetings |
TOTAL (EUR) |
|
|---|---|---|---|---|---|---|
| Paul Borghraef | 60 000 | 0 | 7/7 | 60 000 | ||
| René Annaert | 6 000 | 16 500 | 7/7 | 2/2 | 2/2 | 22 500 |
| Jean-Louis Appelmans | 6 000 | 13 500 | 7/7 | 2/2 | 19 500 | |
| Christophe Demain | 6 000 | 6 000 | 4/7 | 12 000 | ||
| Rudy De Smedt | 6 000 | 9 000 | 6/7 | 15 000 | ||
| Vic Ragoen1 | 6 000 | 10 500 | 5/7 | 2/2 | 16 500 | |
| Jean Sterbelle | 6 000 | 9 000 | 6/7 | 15 000 | ||
| Leen Van den Neste | 6 000 | 16 500 | 7/7 | 2/2 | 2/2 | 22 500 |
| Herlinda Wouters | 6 000 | 7 500 | 5/7 | 13 500 | ||
| Ann Gaeremynck1 | 6 000 | 16 500 | 7/7 | 2/2 | 2/2 | 22 500 |
| Jan De Nys2 | 0 | 0 | 7/7 | 0 | ||
| Kara De Smet3 | 0 | 0 | 7/7 | 0 | ||
| TOTAL remuneration directors |
114 000 | 105 000 | 219 000 |
1 Appointed as director as of 4 April 2017.
2 Mr. De Nys receives no remuneration in his capacity as director of Retail Estates.
3 Ms De Smet receives no remuneration in her capacity as director of Retail Estates.
4 The Board of Directors of November 29, 2017 held by conference call and the Board of Directors of March 29, 2018 held by notarial deed are both unpaid and were not included in the overview above.
Currently, the board of directors of Retail Estates nv has set up three committees: a remuneration and nomination committee, an audit committee and a management committee (since 1 April 2017).
The remuneration and nomination committee consists of the following members:
The committee met twice in 2017- 2018 in the context of drawing up the 2018-2019 budget. The employee remuneration policy was discussed during these meetings and an inventory was made of the recurrent fees paid to external service providers.
The role of the remuneration and nomination committee is to assist the board of directors by:
• assisting in determining the remuneration of the members of the board of directors;
• preparing the remuneration report.
The audit committee consists of the following members:
• Leen Van den Neste – Independent director and chairwoman of the committee
• René Annaert – Independent director
• Ann Gaeremynck – independent director (since 4 April 2017, replacing Vic Ragoen)
• Jean-Louis Appelmans – non-executive director.
The committee met twice in 2017-2018.
The tasks of this audit committee mainly concern monitoring the financial reporting process and the effectiveness of internal control and risk management systems, monitoring internal audits, conducting statutory audits of individual and consolidated accounts and assessing and monitoring the independence of the statutory auditor.
The management committee consists of the following members:
The duties of this management committee mainly concern the day-to-day management of Retail Estates nv and its participations, the organisation and management of support functions, the conclusion of lease agreements, the due diligence for investments and disposals, the preparation of financial statements and all operational reporting.
Where the division of powers between the management committee and the board of directors and any other aspects of the functioning of the management committee are concerned, reference is made to the charter of the management committee, which can be consulted on the company's website.
Retail Estates has entrusted the following persons with the effective management of the company within the meaning of article 14 of the RREC Act: Mr Jan De Nys, managing director and Chief Executive Officer of Retail Estates (for an indefinite period) and Ms Kara De Smet, Chief Financial Officer or Retail Estates (until the end of the 2021 annual shareholders' meeting on financial year 2020/2021). Pursuant to the Corporate Governance Charter of Retail Estates, the effective managers participate in the management of Retail Estates.
The remuneration for the position of CEO, which has been held by Mr Jan De Nys since the initial public offering of Retail Estates nv in March 1998, takes into account his experience and track record in establishing and developing the company. It also takes into account the experience he gained in the retail environment in Belgium and abroad as well as his commercial, legal and financial knowledge which is necessary for the development of a portfolio of out-oftown retail properties and the daily management of a listed company. He carries out his mandate personally as an independent manager.
The fixed remuneration is indexed annually on 1 April. The variable remuneration of the managing director is determined annually by the board of directors based on a proposal put forward by the remuneration committee. This remuneration shall not exceed 25% of the fixed remuneration. It is linked to the achievement of a number of qualitative and quantitative criteria, and the relevant criteria for financial year 2017-2018 are:
Collection management and occupancy level; - Real estate portfolio optimisation (weighting of 25%): Cluster development, improvement
Expansion of management team and staff, investor relations and corporate identity.
The variable remuneration is paid annually in July after approval of the annual accounts and the remuneration report by the annual shareholders' meeting. There are no special provisions for the recovery of variable remuneration awarded on the basis of inaccurate financial data. The civil law provisions governing undue payments apply in full.
The agreement with the managing director provides for a notice period of eighteen months in the event of termination by Retail Estates nv. Any termination compensation to be paid if the public BE-REIT waives performance during the notice period shall be calculated in accordance with the fixed remuneration and the annual premiums for group insurance policies. In accordance with legal provisions, the notice period was approved by the board of directors upon the recommendation of the
remuneration committee and taking into account the contributions the managing director has made to the growth of the company since its initial public offering in March 1998.
In the event of termination by the managing director, the notice period shall be six months.
If the managing director is unable to perform his duties because of incapacity for work (illness or accident), Retail Estates nv 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. He shall subsequently receive an incapacity allowance (guaranteed by an insurance company) equal to 75% of the fixed remuneration.
The managing director is not entitled to any stock options or any other benefits except a computer and a mobile phone.
Besides the above-mentioned remuneration, Mr. Jan De Nys does not receive a separate remuneration for the exercise of his directorship.
The remuneration for the other members of the management committee includes the following elements: a basic remuneration (an annually indexed fixed remuneration in line with the management contracts), a variable remuneration, a pension scheme (group insurance with specific contributions and additional covers) and the other remuneration elements (premium for hospital insurance and occupational accident cover and benefits in kind related to the
use of a company car). The variable remuneration of the other members of the management committee is linked to the achievement of a number of qualitative and quantitative criteria which are determined and assessed by the board of directors.
The remuneration of the members of the management committee for financial year 2017/2018 was determined as follows:
| Name | Basic remuneration in EUR |
Variable remuneration in EUR |
Group insurance premiums in EUR |
|---|---|---|---|
| Jan De Nys | 280 | 39 | 75 |
| Other members of the management |
|||
| committee | 393 | 27 | 50 |
| Total remuneration 5 | 673 | 66 | 125 |
5 A mobile phone and a laptop were placed at the disposal of the members of the management committee to enable them to perform their duties.
Under the supervision of its chairman, the board of directors shall regularly evaluate its size, composition, performance and relationships with management, shareholders and other stakeholders.
The purpose of this evaluation is to:
Also included is the timely provision of information prior to meetings of the board of directors.
The evaluation itself takes the form of a written questionnaire that needs to be answered individually and anonymously.
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.
The company may also be validly represented by the managing director by means of a special authorisation in case of transactions related to an item whose value is lower than either 1% of the consolidated assets of the company or EUR 2.50 million, whichever is the lowest (including the conclusion of a leasing agreement with or without purchase option or the creation of easements).
Pursuant to Article 523 of the Belgian Company Code, any member of the board of directors who, whether directly or indirectly, has a financial 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.
Reference is also made to articles 36 through 38 of the RREC 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.
No conflict of interest within the meaning of the aforementioned articles occurred during the past financial year.
The company is managed by a staff of 25 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 six persons, including three property managers, one quality manager and two assistants supporting this division. They are usually recruited among people who are active in the retail sector. They are supervised by the CEO.
The technical division consists of one project and building manager and two assistants under the supervision of the CIO.
The Dutch team consists of one property manager, one building manager and one assistant. They report to the CEO and the CIO.
A statutory auditor appointed by the shareholders' meeting has to:
The statutory auditor is PwC Bedrijfsrevisoren, represented by Mr Damien Walgrave, a company auditor certified by the FSMA, having its registered office at 1932 Brussels, Woluwegarden-Woluwedal 18. At the annual shareholders' meeting of 3 July 2015, the statutory auditor was appointed for a three-year term.
The statutory auditor's fixed remuneration for reviewing and certifying the statutory and consolidated accounts of Retail Estates nv and its subsidiaries is EUR 0.10 million (excluding VAT).
The remuneration of PwC Bedrijfsrevisoren for the tasks assigned to the statutory auditor by law (e.g. reports when mergers occur) amounts to EUR 0.04 million (excluding VAT). No fees relating to studies and assistance (for example on taxation matters and due diligence assignments) were
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 and Mr Arnaud De Bergeyck, to CBRE nv (Avenue Lloyd George 7, 1000 Brussels), represented by Mr Pieter Paepen, and to Stadim cvba (Uitbreidingsstraat 10-16, 2600 Antwerp), represented by Ms Natalie Van Overbeke and Mr Philippe Janssens.
During the past financial year, a fee of EUR 0.32 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 EUR 0.35 million (including VAT) were paid to CBRE for the regular valuation of the remainder of the real estate portfolio and initial valuations of real estate purchases. The compensation 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 EUR 0.002 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 Estatesnv 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 Netherlands
The valuation assignments for the Dutch portfolio were entrusted to Cushman & Wakefield (Gustav Mahlerlaan 362-364, 1082 ME Amsterdam), represented by Mr F. Adema, and to CBRE (Gustav Mahlerlaan 405, box 7971, 1008 AD Amsterdam), represented by Mr G.J.W. Wesselink.
During the past financial year, a fee of EUR 0.12 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 EUR 0.05 million (including VAT) were paid to CBRE for the regular valuation of the remainder of the real estate portfolio and initial valuations of real estate purchases.
Within the scope of the acquisition of a retail park in Heerlen, Jones Lang LaSalle performed a onceonly ad hoc taxation due to conflicts of interest with the aforementioned real estate experts.
The board of directors will ensure that sufficient powers are given to meet these responsibilities and duties.
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 2009 Corporate Governance Code.
The registered capital amounts to EUR 213,521,069.56 and is divided into 9,489,661 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 9 December 2013 expressly authorised the board of directors to increase the registered capital in one or more instalments up to a maximum amount of EUR 164,037,087.74 on the dates and according to the procedures to be defined by the board of directors in accordance with Article 603 of the Belgian Company Code. This authorisation was granted for a period of 5 years from the publication of this decision (17 December 2013).
The company does not own any of its own shares. The extraordinary shareholders' meeting of 24 October 2014 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.
Decision-making bodies
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 Company Code and the BE-REIT legislation) and in the articles of association of Retail Estates nv. The articles of association of Retail Estates nv do not deviate from the above-mentioned legal provisions.
The conditions under which the financial institutions have provided Retail Estates nv with financing require retention of the public Belgian real estate investment
trust status. The general terms and conditions under which this financing 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 financial 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 the present annual report. Their last revision dates from the board of directors' meeting of 27 April 2018.
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 NAV" and "EPRA NNNAV" were calculated according to the definition included in the "EPRA Best Practices Recommendations" and whether the financial data used in the calculation of these ratios correspond with
the accounting data included in the activated consolidated financial statements.
Retail Estates was again included in the EPRA annual report Survey and received a gold award.
| EPRA Key performance indicatoren | 31.03.2018 | 31.03.2017 | ||||
|---|---|---|---|---|---|---|
| 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. |
47 900 | 5.13 | 39 115 | 4.34 |
| EPRA NAV | Net Asset Value (NAV) adjusted to take the fair value of the property investments into account and excluding certain elements not expected to crystallise in a long-term investment property business model. |
Makes adjustments to IFRS NAV to provide stakeholders with the most relevant information on the current fair value of the assets and liabilities within a true real estate investment company with a long-term investment strategy. |
582 020 | 61.33 | 534 123 | 59.29 |
| EPRA NNNAV | EPRA NAV adjusted to take the fair value of (i) the financial instruments, (ii) the debts and (iii) the deferred taxes into account. |
Makes adjustments to EPRA NAV to provide stakeholders with the most relevant information on the current fair value of the assets and liabilities. |
568 332 | 59.89 | 514 970 | 57.17 |
| 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 |
6.73% | 6.52% | ||
| 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 |
6.73% | 6.52% | ||
| 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. |
1.41% | 1.24% | ||
| 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. |
13.66% | 12.32% | ||
| EPRA Cost Ratio (excl. vacancy 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. |
13.35% | 12.01% |
| EPRA earnings | 31.03.2018 | 31.03.2017 |
|---|---|---|
| EUR/1000 | EUR/1000 | |
| IFRS Net Result (attributable to the shareholders of the parent company) | 46 695 | 52 136 |
| Adjustments to calculate EPRA earnings | ||
| Excluding: | ||
| Changes in fair value of investment properties | -1 399 | 13 754 |
| Other result on portfolio | -144 | |
| Result on disposal of investment properties | 92 | 279 |
| Changes in the fair value of financial assets and liabilities | 101 | -869 |
| Adaptations to minority interests | ||
| EPRA earnings (attributable to the shareholders of the parent company) | 47 900 | 39 115 |
| EPRA earnings (EUR/share) (attributable to the shareholders of the parent company) | 5.13 | 4.34 |
| EPRA Net Asset Value (NAV) | 31.03.2018 | 31.03.2017 |
|---|---|---|
| EUR/1000 | EUR/1000 | |
| Net Asset Value (attributable to the shareholders of the | ||
| parent company) according to the annual accounts | 568 332 | 514 970 |
| Net Assets (EUR/share) (attributable to the shareholders of the parent company) | 59.89 | 57.17 |
| Effect of exercise of options, convertibles and other equity interests | ||
| Diluted net asset value after effect of exercise of options, | ||
| convertibles and other equity interests | 568 332 | 514 970 |
| Excluding: | ||
| Fair value of the financial instruments | -13 688 | -19 153 |
| EPRA NAV (attributable to the shareholders of the parent company) | 582 020 | 534 123 |
| EPRA NAV (EUR/share) (attributable to the shareholders of the parent company) | 61.33 | 59.29 |
| EPRA Triple Net Asset Value (attributable to the shareholders of the parent company) | 31.03.2018 EUR/1000 |
31.03.2017 EUR/1000 |
|---|---|---|
| EPRA NAV (attributable to the shareholders of the parent company) | 582 020 | 534 123 |
| Including: | ||
| Fair value of the financial instruments | -13 688 | -19 153 |
| Fair value of financial debts | 0 | |
| Deferred taxes | 0 | |
| EPRA Triple Net Asset Value (attributable to the shareholders of the parent company) | 568 332 | 514 970 |
| EPRA NNNAV (EUR/share) (attributable to the shareholders of the parent company) | 59.89 | 57.17 |
| EPRA Net Initial Yield | 31.03.2018 | 31.03.2017 |
|---|---|---|
| EUR/1000 | EUR/1000 | |
| Investment properties (excluding assets held for sale) fair value | 1 349 367 | 1 071 361 |
| Transfer taxes | 43 060 | 26 556 |
| Investment value | 1 392 427 | 1 097 917 |
| Project developments | 24 981 | 18 825 |
| Investment value of the properties, available for rent B |
1 367 446 | 1 079 092 |
| Annualised gross rental income | 93 345 | 71 407 |
| Property costs (EPRA) | -1 550 | -1 039 |
| Rent payable for hired assets and lease costs | -211 | -249 |
| Recovery of charges and taxes normally payable by tenants on let properties | 7 567 | 6 400 |
| Charges normally payable by tenants on let properties | -8 498 | -6 851 |
| Charges and taxes on unlet properties | -408 | -339 |
| A Annualised net rental income |
91 795 | 70 368 |
| Notional rent expiration of rent free period or other lease incentives | ||
| Topped-up net annualised rent C |
91 795 | 70 368 |
| EPRA Net Initial Yield (NIY) A/B |
6.71% | 6.52% |
| EPRA topped-up Net Initial Yield (topped-up NIY) C/B |
6.71% | 6.52% |
| 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 |
| EPRA Vacancy Rate | 31.03.2018 | 31.03.2017 |
|---|---|---|
| EUR/1000 | EUR/1000 | |
| Estimated rental value of vacant surfaces | 1 129 | 884 |
| Estimated rental value of total portfolio | 93 345 | 71 407 |
| EPRA Vacancy Rate | 1.21% | 1.24% |
| Less: | |
|---|---|
| EPRA Cost Ratio | 31.03.2018 | 31.03.2017 |
|---|---|---|
| EUR/1000 | EUR/1000 | |
| Operating corporate costs | 4 518 | 2 941 |
| Impairments on trade receivables | -13 | 288 |
| Ground rent costs | 211 | 249 |
| Property costs | 6 124 | 4 940 |
| Less: | ||
| Ground rent costs | -211 | -249 |
| EPRA costs (incl. vacancy costs) A |
10 629 | 8 169 |
| Vacancy costs B |
-239 | -204 |
| EPRA costs (excl. vacancy costs) C |
10 390 | 7 965 |
| Rental income less ground rent costs | 77 835 | 66 312 |
| % | % | ||
|---|---|---|---|
| EPRA Cost Ratio (incl. vacancy costs) | A/D | 13.66% | 12.32% |
| EPRA Cost Ratio (excl. vacancy costs) | C/D | 13.35% | 12.01% |
|
| O1 | PERFORMANCE | 79 |
|---|---|---|
| O2 | Liquidity provider | 83 |
| O3 | Shareholder agenda | 83 |
| 01.04.2017 | 01.04.2016 | 01.04.2015 | |
|---|---|---|---|
| 31.03.2018 | 31.03.2017 | 31.03.2016 | |
| Highest share price | 81.96 | 81.89 | 80.71 |
| Opening price at 1 April | 75.64 | 77.99 | 74.04 |
| Closing price at 31 March | 71.45 | 76.90 | 78.00 |
| Average share price | 73.59 | 77.54 | 73.53 |
| Net asset value (NAV) (IFRS) | 59.89 | 57.17 | 53.48 |
| Premiums NAV relative to closing price | 19.30% | 34.51% | 45.85% |
| Gross dividend | 3.60 | 3.30 | 3.20 |
| Net dividend | 2.520 | 2.310 | 2.336 |
| Dividend yield | 5.31% | 4.48% | 4.28% |
| Return net result on shareholders' equity | 8.22% | 10.12% | 8.86% |
| Pay-out ratio (consolidated) | 84,56% | 75,49% | 77,11% |
| Number of shares | 9 489 661 | 9 008 208 | 8 866 320 |
| Market capitalisation (EUR million) | 678,02 | 692,73 | 691,57 |
| Free float percentage | 100% | 100% | 100% |
| Average daily volume | 10 810 | 7 207 | 4 664 |
| Annual volume | 2 734 885 | 1 873 888 | 1 189 395 |
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 mediumsized 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 41 companies. The market capitalisation of Retail Estates nv amounts to EUR 678.02 million as of 31 March 2018.
After the successful placement of new shares within the scope of the capital increase on 27 April 2018 for an amount of EUR 123.37 million, market capitalisation amounted to EUR 830.16 million with 11,387,593 outstanding shares.
Based on Euronext's criteria, Retail Estates nv has a free float of 100%.
(in mio EUR)
After the successful placement of new shares within the scope of the capital increase on 27 April 2018 for an amount of EUR123.37 million, market capitalisation amounted to EUR830.16 million with 11,387,593 outstanding shares.
The share reached its highest price of the year on 16 June 2017 (EUR 81.96) and ended the financial year at EUR 71.45.
The annual average share price was EUR 73.59. The above chart 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 126.60% over this period compared with an increase by 29.56% for the BEL 20.
The price of the Retail Estates share decreased by 5.54% in the past financial year compared to the beginning of the financial year. The EPRA Belgian REIT index increased by 2.38%.
The share reached its highest price of the year on 16 June 2017 (EUR81.96) and ended the financial year at EUR71.45.
Retail Estates nv - Bel 20
03/98 03/99 03/00 03/01 03/02 03/03 03/04 03/05 03/06 03/07 03/08 03/09 03/10 03/11 03/12 03/13 03/14 03/15 03/16 03/17 03/18
The intrinsic value of the share in case of a real estate valuation at 'fair value' increased during the past year from
| Retail Estates nv | ||||||||
|---|---|---|---|---|---|---|---|---|
| EPRA NAV | ||||||||
| IFRS NAV | ||||||||
| 31/03/10 | 31/03/11 | 31/03/12 | 31/03/13 | 31/03/14 | 31/03/15 | 31/03/16 | 31/03/17 | 31/03/18 |
Regarding the allocation of the results for the financial year ended 31 March 2018, the board of directors proposes to the shareholders' meeting an amount of EUR 40.99 million to be distributed as gross dividend payment (before tax withholding).
This amounts to a gross dividend of EUR 3.60 for the shares which are entitled to dividend from 1 April 2017 (11,387,593 shares).
This represents an increase by 9.09% per share compared to the dividend received for the financial year ended 31 March 2017.
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 and in line with the performance of other Belgian BE-REITs with a comparable occupancy rate and value appreciation of the underlying real estate.
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 EUR 3.60) in the past financial year was 5.31% compared to the closing price of the share (excluding dividend). The Belgian government linear bond (OLO) 10-year rate was 0.76% on 31 March 2018.
an increase by 9.09% per share compared to the dividend received for the financial year ended 31 March 2017.
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 EUR 0.025 million excl. VAT for 12 months for each market animator.
The shareholders' meeting will take place at the offices of Retail Estates nv, Industrielaan 6, Ternat on Friday 23 July 2018 at 10:00 am.
Publication Annual report 2017-2018 15 June 2018
General meeting 23 July 2018
Dividend made available for payment 31 July 2018
Announcement half-yearly results 16 November 2018
Announcement annual results of the financial year 2018-2019 17 May 2019
| O1 THE MARKET OF OUT-OF-TOWN RETAIL PROPERTIES |
86 | |
|---|---|---|
| O2 | The real estate portfolio | 88 |
| O3 | Reports of the real estate experts | 112 |
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. Numerous 'opportunity seekers' have since disappeared on account of the growing complexity of the market. 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, offices and semi-industrial real estate.
For prime locations, tenants are currently paying annual rents of over EUR 120/m² in major conurbations, and EUR 100/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. Today, the Belgian market of out-of-town retail properties is characterised by considerable stability among investors and tenants.
The best barometer to measure demand is the rate of unoccupied properties, which has for several years been below 2% in the portfolio of Retail Estates nv. Tenants of outof-town retail properties are fiercely loyal to their sales outlets. This is due to the quality of the location on the one hand and the granting of socioeconomic 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 significant 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. Affluent 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 20,000m²) 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; they often form clusters and seek proximity to each other.
The contemporary vision of urban and spatial planning embraces greater cohesion and clarity. Increasingly, certain zones are explicitly being earmarked as areas for large retail outlets and other zones as areas for shops with restricted activities. These areas have space for further establishments. We cannot exclude the possibility that many new developments will be realised as a result of the regionalisation of the place of business policy, which became effective on 1 July 2014.
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 nine Dutch retail parks at eight 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. Low unemployment and strong economic growth in the Netherlands follow years of draconic savings that helped rebalance government and social security financing but also resulted in a previously unseen decline of the retail trade in the 2008-2013 period. According to the most recent quarterly report of the Dutch government service CBS, consumer confidence is at the highest level in ten years' time; this is especially beneficial to the residential real estate market, causing home furnishing purchases to peak.
Investments in the out-of-town retail market have increased strongly as a result of the improved prospects as communicated by retailers. 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 these locations. It is for example not allowed to sell foodstuffs, clothes and shoes in retail parks. This approach has nevertheless prevented
fragmentation of the retail offer via out-of-town retail properties and has promoted the development of easily accessible retail parks. Acquisition of this type of real estate by international institutional investors is still in an early stage.
the Belgian market of out-of-town retail properties is characterised by considerable stability among investors and tenants.
Retail Estates nv has invested in out-of-town retail properties since 1998. Over a period of 20 years, the company has established a significant portfolio which consists of 817 retail properties with a total built-up retail area of 973,525m² as per 31 March 2018. The fair value of the real estate portfolio totals EUR 1,349.37 million. The investment value amounts to EUR 1,392.43 million.
The value of the real estate portfolio of the public BE-REIT has increased by 25.95% compared to the value on 31 March 2017 (EUR EUR 1,071.36 million). This is the result of acquisitions as well as the delivery of several properties under its own development.
The occupancy rate is 98.11%.
Tot 31 maart 2003: investeringswaarde Vanaf 1 april 2004: reële waarde (waardering volgens IFRS-normen)
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. No retail properties of the same kind are in principle to be found in the immediate vicinity.
Retail clusters are 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 even though they do not share infrastructure other than the traffic 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 the consumer to go to several shops without having to move their car. Typically, at least five retail properties are present at these sites.
Other real estate mainly consists of offices, residential dwellings, hospitality establishments and a logistics complex at Erembodegem. The Erembodegem site has been leased in its totality to Brantano nv under a lease agreement that expires on 31 May 2024. Retail Estates nv only invests in real estate properties used for the aforementioned purposes if they are already embedded in
4 The pie charts in this chapter show percentages based on the total retail area on 31 March 2018.
a retail property or are part of a real estate portfolio that can only be acquired as a whole.
are premises that form part of a newbuild project or a renovation project.
Type of building
69,55%
Individual peripheral retail properties Retail clusters
Retail parks Other
22,50% 9,30% 20,36% The Dutch portfolio accounts for 23% of the total portfolio (in m²) as per 31 March 2018. 46% of the portfolio is located in the Flemish Region, while 31% is situated 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 share of large-scale retail (37.34%) has increased sharply versus 31 March 2017. This is largely explained by the acquisition of the Dutch retail parks, which are almost exclusively active in large-scale retail. Taken together with the commodities industry, large-scale retail accounts for almost 60% 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 10.50%. In addition, socioeconomic permits for all these activities are very difficult to obtain. This is conducive to an increase in the value of the properties on the one hand and stronger loyalty to the location on the other. 10,96% 15,87%
The share of shoe and clothing shops decreases slightly (20.36% as per 31 March 2018 versus 24.73% as per 31 March 2017), but this category continues to constitute a major part of the activities of the tenants of Retail Estates.
Various
Tenants: chain stores versus SMEs 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 five sales outlets and central accounting. Already in 1998, the company was letting out 82% of its properties to chain stores of this kind. On 31 March 2018, 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.
They also make significant marketing efforts which can have a positive impact on the real estate location.
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 bestcase scenario, be reviewed only every 9 years, or otherwise not until 18 or 27 years later. On the Dutch market, standard lease agreements are concluded for a five-year period. The demand for long-term lease agreements can in part be explained by the significant amounts tenants invest in furnishing the shops. In addition, long-term lease agreements ensure that the tenant is also bound by the rental price as the tenant risks losing the retail outlet if they want to renegotiate the rental price.
The average contractual rent per m² amounts to EUR 96.08 per year. Compared to 1998 (EUR 61.15/ m²), this represents an increase by 60.39%. This increase is due partly to inflation and rent increases and
partly to the increase in the number of recently established retail properties, which, due to the higher market prices, are typically rented out at higher prices than the average of 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.
Year of construction of portfolio The charts below show the age of the buildings in Belgium and the Netherlands based on the weighted average number of m².
6%
7%
10%
33%
5%
Chart: based on retail area as per 31 March 2018.
Overrijssel
Utrecht
Zeeland
Zuid-Holland
1975
1980
1985
1990
1995
2000
2005
2010
Expiry date of lease agreements
The weighted average term is 9.9 years for the Belgian portfolio and 4.2 years for the Dutch portfolio.
This does not alter the existing theoretical risk that all (Belgian) tenants may use their legal termination option at the end of the current three-year period, in which case all retail units will be empty within 3 years and 6 months.
When calculating the weighted average term, we assume that the tenants do not use their legal option to terminate the lease agreement at the end of the three-year period.
Standard lease agreements have a five-year term in the Netherlands and a nine-year term in Belgium.
The top twenty tenants of Retail Estates nv represent 44.65% of the gross rental income and 44.62% of the total surface area of the properties in the real estate portfolio. They represent 300 shops. In absolute figures, Brantano accounts for 4.34% of the rental income and tops the list of the five most important tenants. Brantano is followed by Krëfel (3.15%), Leenbakker (2.93%), FNAC-Darty (Vandeborre) (2.60%) and Aldi (2.52%).
Noord-Holland
Overrijssel
Utrecht
Zeeland
Zuid-Holland
M² and year of construction per province - Belgium M² and year of construction per province - the Netherlands
Chart: based on retail area as per 31 March 2018.
| RETAIL ESTATES | |||
|---|---|---|---|
| 31.03.18 | 31.03.17 | 31.03.16 | |
| Estimated fair value2 (in EUR ) | 1 349 367 320 | 1.071.361.000 | 1.000.799.000 |
| Yield (investment value)3 | 6,67% | 6,60% | 6,64% |
| Contractual rents (in EUR ) | 92 216 148 | 70.522.410 | 66.600.791 |
| Contractual rents incl. rental value of vacant buildings (in EUR ) | 93 345 252 | 71.406.658 | 67.956.128 |
| Total m² in portfolio | 973 525 | 748.136 | 708.879 |
| Number of properties | 817 | 668 | 634 |
| Occupancy rate | 98,11% | 98,13% | 98,22% |
| Total m² under development | 12 599 | 9.742 | 6.552 |
2 This fair value also contains the project developments, which are not included in the fair value as mentioned in the real estate experts' conclusions on 31 March 2018 (see further in this chapter). 3 The current rental income (net, after deduction of canon) divided by the estimated investment value of the portfolio (without taking into account the development projects included in the cost price)
On 31 March 2018, the real estate portfolio of Retail Estates nv consists of real estate properties owned by Retail Estates nv and its subsidiaries.
On 31 March 2018, 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.
Overview of real estate portfolio Below is an overview of the real estate portfolio of Retail Estates nv and its subsidiaries as per 31 March 2018.
The largest cluster in our portfolio concerns two retail parks in Heerlen, the Netherlands (with 42 different tenants). The combined fair value of these retail parks represents 7.95% of the investment property of the company. However, as these retail parks concern 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 these two retail parks please refer to the list below.
| The top twenty |
|---|
| tenants of Retail Estates |
| nv represent 44.65% of |
| the gross rental income |
| and 44.62% of the total |
| surface area of the |
| properties in the real |
| estate portfolio. |
| Province | Cluster | Address | year of construc. - last renovation Tenant |
Gross surface m2 |
occupancy rate |
Rentale income |
Fair value |
Insurred value |
Acquisition value |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Bru-Individual | Jerusalemstraat 48-50, 1030 | |||||||||
| peripheral | Schaarbeek | ALDI Cargovil-Zemst nv | ||||||||
| Brussels | properties and | Ninoofsesteenweg 510, 1070 | Orchestra - Prémaman nv | |||||||
| other | Anderlecht | |||||||||
| 1981 - 1987 | 2 205 | 100,00% | 253 410,27 | 3 163 361,14 | 1 575 558,51 | 2 770 216,95 | ||||
| Avenue Reine Astrid 4/6, 1300 Wavre Rue Pont du Christ 32, 1300 Wavre |
Chaussea BRT bvba PIOCHEUR nv |
|||||||||
| WBr-Individual | Régie d'électricité de la ville | |||||||||
| peripheral | Rue des Carabiniers, 1300 Wavre | de Wavre | ||||||||
| properties and | Rue du Bosquet 10 en 10A, 1370 Jodoigne | Literie Chanet & Fils SPRL | ||||||||
| other | Avenue de Centenaire 42, 1400 Nivelles | BRICO BELGIUM nv | ||||||||
| Brusselsesteenweg 551, 1410 Waterloo | CARPETLAND nv | |||||||||
| Grand Route 49, 1435 Corbais | CHAUSSURES MANIET sa | |||||||||
| Chaussée de Namur 55C, 1400 | 1958 - 2013 | 7 353 | 98,79% | 780 329,66 12 215 527,12 | 5 171 833,34 11 462 542,34 | |||||
| Nivelles | Basic Fit België | |||||||||
| Chaussée de Namur 55D, 1400 | ||||||||||
| Cluster | Nivelles | SND sa (Trafic) | ||||||||
| Nivelles | Chaussée de Namur 55A, 1400 | VOLTIS sa | ||||||||
| Nivelles | ||||||||||
| Chaussée de Namur 55B, 1400 | Menatam sa (Eggo) | |||||||||
| Nivelles Chaussée de Namur, 1400 Nivelles |
Fnac Vanden Borre nv | |||||||||
| Walloon | 2015 | 5 783 | 100,00% | 592 386,27 | 9 415 519,60 | 4 132 179,08 | 9 249 552,46 | |||
| Brabant | Rue Pierre Flamand 205, 1420 | |||||||||
| Braine-l'Alleud | Orchestra-Prémaman Belgium sa | |||||||||
| Avenue de la belle Province 37-39, | AVA PAPIERWAREN nv | |||||||||
| 1420 Braine-l'Alleud | ||||||||||
| Avenue de la belle Province 21, 1420 Braine-l'Alleud |
Proximus nv (Belgacom) | |||||||||
| Avenue de la belle Province 31, 1420 | ||||||||||
| Braine-l'Alleud | BRANTANO nv | |||||||||
| Avenue de la belle Province 35, 1420 | ||||||||||
| Braine l'Alleud | Braine-l'Alleud | C&A België cv | ||||||||
| Avenue de la belle Province 27, 1420 | ANISERCO nv | |||||||||
| Braine-l'Alleud | ||||||||||
| Avenue de la belle Province 29, 1420 Braine-l'Alleud |
LEGIO IMMO BELGIUM nv | |||||||||
| Avenue de la belle Province 33, 1420 | ||||||||||
| Braine-l'Alleud | MAXI TOYS Belgium sa | |||||||||
| Avenue de la belle Province 25, 1420 | MOBISTAR nv | |||||||||
| Braine-l'Alleud | ||||||||||
| Avenue de la belle Provence 21, 1420 | PIOCHEUR nv | |||||||||
| Braine-l'Alleud | CASA INTERNATIONAL nv | |||||||||
| Edingsesteenweg 75, 1500 Halle | 1989 - 2008 | KP Decor bvba | 8 525 | 100,00% | 831 667,24 13 733 401,55 | 6 091 445,04 14 803 831,74 | ||||
| Orchestra-Prémaman Belgium | ||||||||||
| Edingensesteenweg 75, 1500 Halle | sa | |||||||||
| Bergensesteenweg 162, 1500 Halle | AVEVE nv | |||||||||
| Flemish | Halle | Demaeghtlaan 216-218, 1500 Halle | BRANTANO nv | |||||||
| Brabant | Bergensesteenweg 420a, 1600 Sint | Chalet Center comm. v. | ||||||||
| Pieters-Leeuw Bergensesteenweg 460, 1600 Sint |
||||||||||
| Pieters-Leeuw | ||||||||||
| 1964 - 2006 | 7 456 | 100,00% | 476 156,93 | 7 178 031,04 | 5 327 602,84 | 6 160 459,74 |
| Province | Cluster | Address | year of construc. - last renovation Tenant |
Gross surface m2 |
occupancy rate |
Rentale income |
Fair value |
Insurred value |
Acquisition value |
Province | Cluster | Address | year of construc. - last renovation Tenant |
Gross surface m2 |
occupancy rate |
Rentale income |
Fair value |
Insurred value |
Acquisition value |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Humaniteitslaan 10, 1601 Ruisbroek (Vl.Br.) Verlengde Stallestraat 200, 1620 Drogenbos Verlengde Stallestraat 219, 1620 Drogenbos Verlengde Stallestraat 219 b, 1620 |
GOBREL sa Atlantis SPRL Retail Concepts nv (AS Adventure) |
Ant-Individual peripheral properties and other |
Slachthuisstraat 27, 2000 Antwerpen Frans Beirenslaan 51, 2150 Borsbeek (Antw.) Geelsebaan 64, 2460 Kasterlee Antwerpsesteenweg 482-484, 2660 Hoboken |
ALDI RIJKEVORSEL nv CARPETLAND nv Sint-Niklaas Doe het Zelf nv HUBO BELGIE nv |
|||||||||||||||||
| VBr-Individual peripheral properties and other |
Drogenbos Waterloosesteenweg 39, 1640 Sint Genesius-Rode/Rhode-Saint-Genèse Ninoofsesteenweg 386, 1700 Dilbeek Assesteenweg 66, 1740 Ternat Schaarbeeklei 115, 1800 Vilvoorde Goudbloemstraat 2, 1800 Vilvoorde Goudbloemstraat 4, 1800 Vilvoorde Waardbeekdreef 6, 1850 Grimbergen Hoogstraat 7, 1930 Zaventem Hoogstraat 7A, 1930 Zaventem Brusselsesteenweg 4, 3020 Herent Brusselsesteenweg 490, 3090 Overijse |
JBC nv | Fnac Vanden Borre nv BE PRO TOOLS sa CEMEPRO sprl (chateau d'ax) BRANTANO nv DEVOTEC bvba KHARBAGH- ZAIDI ZERRAD - CHTAOU ALDI Cargovil-Zemst nv Perdaen Ronny Walla Sobo Badébana - Abelaki Kanaza AVA PAPIERWAREN nv |
Nekkerspoelstraat 447, 2800 Mechelen Bredabaan 968, 2170 Merksem Bredabaan 964, 2170 Merksem Bredabaan 891-893, 2170 Merksem Bredabaan 1205-1207, 2900 Schoten Bredabaan 1213, 2900 Schoten Bredabaan 1207, 2900 Schoten Bredabaan 1215, 2900 Schoten Bredabaan 1211, 2900 Schoten Bredabaan 1209, 2900 Schoten |
1973 - 1997 | L&L Retail Belgium sa FUN BELGIUM nv LEGIO IMMO BELGIUM nv ALDI RIJKEVORSEL nv AVEVE nv Bedden en Matrassen BV FABRIMODE nv (Bel & Bo) C&A België cv CARPETLAND nv Chaussea BRT bvba Menatam sa (Eggo) |
6 826 | 100,00% | 718 305,80 10 559 635,97 | 4 667 368,79 | 9 644 126,33 | ||||||||||
| Flemish Brabant |
Cluster Kampenhout |
Leuvensesteenweg 168, 3290 Diest Leuvensesteenweg166, 3290 Diest Leuvenselaan 497, 3300 Tienen Mechelsesteenweg 44, 1910 Kampenhout Mechelsesteenweg 46, 1910 Kampenhout Mechelsesteenweg 93, 1910 Kampenhout Mechelsesteenweg 89 B, 1910 Kampenhout Mechelsesteenweg 91, 1910 Kampenhout Mechelsesteenweg 89, 1910 Kampenhout |
1970 - 2004 1989 - 1995 |
KREFEL nv LEEN BAKKER BELGIE nv Sofico bvba Aldi Heusden-Zolder Euro Shoe Group nv FABRIMODE nv (Bel & Bo) NORDEX nv Standaard Boekhandel nv ZEEMAN textielSupers nv PIOCHEUR nv Swiss Sense bvba |
25 792 4 536 |
100,00% 100,00% |
507 214,30 | 3 006 596,68 43 023 017,05 18 556 907,80 36 311 281,71 7 904 956,71 |
3 241 148,94 | 2 157 788,68 | Antwerp | Antwerpen North |
Bredabaan 1203, 2900 Schoten | Euro Shoe Group nv MAXI ZOO BELGIUM bvba Fnac Vanden Borre nv KOKIDO bvba PRO-DUO nv Schot's Vishandel bvba ZEEMAN textielSupers nv KREFEL nv LEEN BAKKER BELGIE nv MEDINA nv (Bent Schoenen) L.TORFS nv HET BROEKENPALEIS nv JBC nv |
|||||||
| Zaventem | Leuvensesteenweg 375, 1930 Zaventem Leuvensesteenweg 8, 1932 Sint Stevens-Woluwe Jozef Van Damstraat 3C, 1932 Sint Stevens-Woluwe Leuvensesteenweg 350, + 350, 1932 Sint-Stevens-Woluwe |
CARPETLAND nv VONIKA bvba E-Logistics nv PROMO SAPIENS nv Bedden en Matrassen BV COOLBLUE nv ANISERCO nv Retail Partners Colruyt Group nv ZEEMAN textielSupers nv KRUIDVAT bvba HUBO BELGIE nv |
Ant-Westerlo | Bell Telephonelaan2/2, 2260 Oevel Bell-Telephonelaan 1/2, 2260 Oevel Hotelstraat 10, 2260 Oevel Hotelstraat 1, 2260 Oevel Hotelstraat 7, 2260 Oevel Hotelstraat 10, 2260 Oevel |
1976 - 2016 | Orchestra - Prémaman nv Merkkleding bvba ACTION BELGIUM bvba Zonnepanelen C&A België cv Euro Shoe Group nv FABRIMODE nv (Bel & Bo) KWANTUM BELGIE BV Geelen Maria KP Decor bvba |
32 127 | 100,00% | 4 643 577,85 75 437 613,37 22 997 439,10 69 730 663,52 | ||||||||||||
| Leuven-East | Tiensesteenweg 410, 3360 Korbeek-Lo Tiensesteenweg 370, 3360 Korbeek-Lo Tiensesteenweg 393, 3360 Korbeek-Lo Tiensesteenweg 1B, 3360 Korbeek-Lo Ridderstraat 2-12, 3360 Bierbeek Ridderstraat 10, 3360 Bierbeek Ridderstraat 12, 3360 Bierbeek |
1967 - 1996 | LOVANIX bvba (Ixina) SANTANA INTERNATIONAL nv FUN BELGIUM nv Orchestra - Prémaman nv BRANTANO nv FABRIMODE nv (Bel & Bo) LEEN BAKKER BELGIE nv LEGIO IMMO BELGIUM nv PIOCHEUR nv L.TORFS nv |
15 380 | 93,76% | 1 216 924,81 18 489 558,19 10 989 609,93 17 838 775,66 | Lier | Donk 54/1, 2500 Lier Donk 54/2, 2500 Lier Donk 54/3, 2500 Lier Donk 54/4, 2500 Lier |
1988 - 2011 | Zebulah nv HEUREKA bvba (franchisé Heytens) ZEEMAN textielSupers nv Hunkemöller Belgium nv ANISERCO nv HEUREKA bvba (franchisé Heytens) Fnac Vanden Borre nv Manylion bvba (Ixina) |
12 640 | 77,80% | 913 776,24 16 111 785,37 | 9 030 345,08 16 041 151,20 | |||||||
| VBR-Sint-Joris Winge |
Aarschotsesteenweg 9, 3390 Sint-Joris-Winge |
1987 - 1993 1984 - 2011 |
Retail Concepts nv (AS Adventure) FUN BELGIUM nv BRANTANO nv |
11 002 6 371 |
100,00% 100,00% |
1 373 709,52 20 778 427,48 850 658,30 12 486 792,74 |
7 860 643,63 19 463 834,23 4 552 328,01 12 498 582,95 |
Antwerpsesteenweg 308, 2500 Lier Antwerpsesteenweg 366, 2500 Lier |
1993 - 2009 | Groep Bossuyt Belgie nv KREFEL nv Slaapadvies bvba BELGACOM MOBILE nv FUN BELGIUM nv |
8 293 | 100,00% | 837 330,13 12 759 018,62 | 5 804 914,90 | 7 599 055,66 |
| Cluster | Address | year of construc. - last renovation Tenant |
Gross 2 |
occupancy | Rentale | Fair | Insurred Acquisition |
Province | Cluster | Address | year of construc. - last renovation Tenant |
Gross surface m 2 |
occupancy rate |
Rentale income |
Fair value |
Insurred value |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Koningin Astridlaan 85A bus 00.01, | surface m | rate | income | value | value value |
Lim-Individual | Vredelaan 34, 3530 Houthalen | GROUP GL International nv | |||||||||
| 2550 Kontich | C&A België cv | peripheral | Grote Baan 212, 3530 Houthalen | JBC nv | |||||||||||||
| Koningin Astridlaan 83 bus 01.01, 2550 Kontich |
Basic Fit België | properties and other |
Meylandtlaan 171, 3550 Heusden Zolder |
LIDL | |||||||||||||
| Koningin Astridlaan 83 bus 00.01, | Zebulah nv | 1989 - 2008 | 3 079 | 100,00% | 284 869,81 | 4 135 735,84 | 2 200 065,60 | ||||||||||
| 2550 Kontich Koningin Astridlaan 85 bus 01.01, |
BRICO BELGIUM nv | ||||||||||||||||
| 2550 Kontich | LIN'S | Albert Heijn België nv MAXI ZOO BELGIUM bvba |
|||||||||||||||
| Koningin Astridlaan 85 bus 00.001, 2550 Kontich |
Euro Shoe Group nv | MAGS bvba (Chaussea) | |||||||||||||||
| Boomsesteenweg 651, 2610 Wilrijk | Décor Heytens Belgique nv | MEDINA nv (Bent Schoenen) L&L Retail Belgium sa |
|||||||||||||||
| Boomsesteenweg 649, 2610 Wilrijk | KREFEL nv | Lim-Beringen Koolmijnlaan 193, 3580 Beringen |
Monashee bvba (Zeb) | ||||||||||||||
| Boomsesteenweg 649-651, 2610 Wilrijk |
ADEBO nv | H&M Hennes & Mauritz sa | |||||||||||||||
| Boomsesteenweg 945, 2610 Wilrijk | Obey nv | FABRIMODE nv (Bel & Bo) C&A België cv |
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| Antwerpen | Boomsesteenweg 941, 2610 Wilrijk Boomsesteenweg 943, 2610 Wilrijk |
RUFFIN Franky Keukenontwerpers nv |
AVA PAPIERWAREN nv | ||||||||||||||
| Soouth | Boomsesteenweg 800, 2610 Wilrijk | PRO-DUO nv | 2015 | Fnac Vanden Borre nv | 17 637 | 100,00% | 1 977 064,47 31 031 365,99 12 602 324,47 31 120 736,79 | ||||||||||
| Antwerpsesteenweg 65_1, 2630 | Schrauwen Sanitair en | Wilde Kastanjelaan 3, 3600 Genk | Budgetslager nv | ||||||||||||||
| Aartselaar Antwerpsesteenweg 65, 2630 |
Verwarming nv | Hasseltweg 111, 3600 Genk | Aldi Heusden-Zolder | ||||||||||||||
| Aartselaar | Darkom bvba | Genk | Hasseltweg 113, 3600 Genk Hasseltweg 115, 3600 Genk |
VAN BEUREN INTERIORS bvba KVIK AS |
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| Boomsesteenweg 68, 2630 Aartselaar Boomsesteenweg 90, 2630 Aartselaar |
HILTI BELGIUM nv Edenwood nv |
Hasseltweg | Hasseltweg 76 bus 1, 3600 Genk | GOBREL sa | |||||||||||||
| Boomsesteenweg 86, 2630 Aartselaar | Odysseus Bouwmarkten nv | Hasseltweg 76, 3600 Genk | Toychamp Belgium nv Seats and sofas nv |
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| Boomsesteenweg 62, 2630 Aartselaar Boomsesteenweg 66, 2630 Aartselaar |
Bedden en Matrassen BV Keukenhuis nv |
2007 - 2015 | 9 971 | 100,00% | 735 947,75 10 989 406,44 | 7 124 668,44 | |||||||||||
| MAXI ZOO BELGIUM bvba | JYSK bvba E5-Mode nv |
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| BMS nv | Lim-Lanaken Maaseikersteenweg 197, 3620 Lanaken |
MAGS bvba (Chaussea) | |||||||||||||||
| Boomsesteenweg 652, 2610 Wilrijk | FUN BELGIUM nv JUMP UNIVERZ bvba (verkoop |
Toychamp Belgium nv | |||||||||||||||
| trampolines, springkastelen) | Limburg | Luikersteenweg 151 bus 6, 3700 Tongeren | 2005 | JBC nv | 4 150 | 100,00% | 342 468,02 | 5 351 370,55 | 2 965 336,88 | ||||||||
| PIOCHEUR nv CARPETLAND nv |
Luikersteenweg 151 bus 8, 3700 Tongeren | L.TORFS nv | |||||||||||||||
| 1960 - 2016 | 32 596 | 100,00% | 3 337 180,60 50 499 277,05 23 548 732,27 39 461 267,48 | Luikersteenweg 151 bus 10, 3700 Tongeren Luikersteenweg 151 bus 12, 3700 Tongeren |
ADL Consult bvba PRO-DUO nv |
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| Guido Gezellelaan, 2800 Mechelen | PRO-DUO nv | Luikersteenweg 151 bus 14, 3700 Tongeren | Euro Shoe Group nv | ||||||||||||||
| Liersesteenweg 432, 2800 Mechelen Oscar Van Kesbeecklaan 3, 2800 Mechelen |
FUN BELGIUM nv Euro Shoe Group nv |
Luikersteenweg 151 bus 16, 3700 Tongeren Luikersteenweg 151 bus 18, 3700 Tongeren |
Kleding Vossen nv Fnac Vanden Borre nv |
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| Oscar Van Kesbeecklaan 7, 2800 Mechelen | MAXI ZOO BELGIUM bvba | Luikersteenweg 151 bus 2, 3700 Tongeren | Monashee bvba (Zeb) | ||||||||||||||
| Electriciteitsstraat 39, 2800 Mechelen | BRANTANO nv | Luikersteenweg 151 bus 4, 3700 Tongeren Luikersteenweg 151 bus 1, 3700 Tongeren |
Dreamland nv FABRIMODE nv (Bel & Bo) |
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| Mechelen North |
Guido Gezellelaan 6, 2800 Mechelen Guido Gezellelaan 10, 2800 Mechelen |
Actief Interim nv DANS- EN EXPRESSIE vzw |
Luikersteenweg 151 bus 3, 3700 Tongeren | KRUIDVAT bvba | |||||||||||||
| Guido Gezellelaan 8, 2800 Mechelen | LEEN BAKKER BELGIE nv | Luikersteenweg 151 bus 5, 3700 Tongeren Luikersteenweg 151 bus 7, 3700 Tongeren |
E5-Mode nv Chaussea BRT bvba |
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| Guido Gezellelaan 10-18, 2800 Mechelen | Fnac Vanden Borre nv | Lim-Tongeren | Luikersteenweg 151 bus 9, 3700 Tongeren | C.C.I.T. bvba | |||||||||||||
| Guido Gezellelaan 10/12, 2800 Mechelen Guido Gezellelaan 20, 2800 Mechelen |
Orchestra-Prémaman Belgium sa Babydump B.V. |
Luikersteenweg 151 bus 11, 3700 Tongeren | GOBREL sa | ||||||||||||||
| Rode Kruisplein 20, 2800 Mechelen | PIOCHEUR nv | Luikersteenweg 151 bus 13, 3700 Tongeren Luikersteenweg 151 bus 15, 3700 Tongeren |
PIOCHEUR nv AVA PAPIERWAREN nv |
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| 1960 - 2011 | 13 757 | 97,09% | 1 306 658,22 18 411 259,35 10 281 721,63 17 786 543,89 | Luikersteenweg 151 bus 17, 3700 Tongeren | Delhaize Le Lion - De Leeuw | ||||||||||||
| Brusselsesteenweg 445 en 443, 2800 Mechelen Brusselsesteenweg 439, 2800 Mechelen |
Intres Belgium XP bvba (Sleepy) FABRIMODE nv (Bel & Bo) |
Luikersteenweg 151 bus 19, 3700 Tongeren Luikersteenweg 151 bus 21, 3700 Tongeren |
Comm.VA LIDL |
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| Geerdegemstraat 148, 2800 Mechelen | Menatam sa (Eggo) | Luikersteenweg 151 bus 23, 3700 Tongeren | ACTION BELGIUM bvba | ||||||||||||||
| Mechelen | Brusselsesteenweg 441 A, 2800 Mechelen | BRANTANO nv | Luikersteenweg 151 bus 25, 3700 Tongeren Luikersteenweg 151 bus 27, 3700 Tongeren |
MAXI ZOO BELGIUM bvba Descarto bvba |
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| South | Brusselsesteenweg 441, 2800 Mechelen Brusselsesteenweg 441 B, 2800 Mechelen |
LEGIO IMMO BELGIUM nv Fnac Vanden Borre nv |
Luikersteenweg 151 bus 29-31, 3700 Tongeren | LEEN BAKKER BELGIE nv | |||||||||||||
| REDISCO bvba | Luikersteenweg 151 bus 33, 3700 Tongeren | Delievec bvba | |||||||||||||||
| Brusselsesteenweg 437, 2800 Mechelen | L&L Retail Belgium sa Madman bvba |
Luikersteenweg 151 bus 35, 3700 Tongeren Luikersteenweg 151 bus 37, 3700 Tongeren |
Groep L.B.M. bvba | ||||||||||||||
| 1983 - 2005 | 7 536 | 100,00% | 960 492,06 14 131 809,62 | 5 433 519,50 8 954 399,22 |
2012 | 30 930 | 93,54% | 2 398 948,08 40 900 327,20 22 100 691,49 37 888 234,27 | |||||||||
| Binnensingel 48, 3920 Lommel Binnensingel 50, 3920 Lommel |
Sportsdirect.com Belgium LIDL |
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| Lim-Lommel | Binnensingel 54, 3920 Lommel | LEEN BAKKER BELGIE nv | |||||||||||||||
| Binnensingel 46, 3920 Lommel | 2006 | KREFEL nv | 6 938 | 100,00% | 728 392,53 11 541 627,83 | 4 957 471,63 10 724 969,43 | |||||||||||
| - last renovation Tenant | Gross surface m 2 |
occupancy rate |
Rentale income |
Fair value |
Insurred value |
Acquisition value |
||
|---|---|---|---|---|---|---|---|---|
| Vredelaan 34, 3530 Houthalen Grote Baan 212, 3530 Houthalen |
GROUP GL International nv JBC nv |
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| Meylandtlaan 171, 3550 Heusden Zolder |
LIDL | |||||||
| 1989 - 2008 | 3 079 | 100,00% | 284 869,81 | 4 135 735,84 | 2 200 065,60 | 4 072 705,00 | ||
| BRICO BELGIUM nv | ||||||||
| Albert Heijn België nv | ||||||||
| MAXI ZOO BELGIUM bvba | ||||||||
| MAGS bvba (Chaussea) | ||||||||
| MEDINA nv (Bent Schoenen) | ||||||||
| L&L Retail Belgium sa | ||||||||
| 3580 Beringen | Monashee bvba (Zeb) | |||||||
| H&M Hennes & Mauritz sa | ||||||||
| FABRIMODE nv (Bel & Bo) | ||||||||
| C&A België cv | ||||||||
| AVA PAPIERWAREN nv | ||||||||
| Fnac Vanden Borre nv | ||||||||
| 2015 | 17 637 | 100,00% | 1 977 064,47 31 031 365,99 12 602 324,47 31 120 736,79 | |||||
| Wilde Kastanjelaan 3, 3600 Genk | Budgetslager nv | |||||||
| Hasseltweg 111, 3600 Genk | Aldi Heusden-Zolder | |||||||
| Hasseltweg 113, 3600 Genk | VAN BEUREN INTERIORS bvba | |||||||
| Hasseltweg 115, 3600 Genk | KVIK AS | |||||||
| Hasseltweg 76 bus 1, 3600 Genk | GOBREL sa Toychamp Belgium nv |
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| Hasseltweg 76, 3600 Genk | Seats and sofas nv | |||||||
| 2007 - 2015 | 9 971 | 100,00% | 735 947,75 10 989 406,44 | 7 124 668,44 | 9 318 202,39 | |||
| JYSK bvba | ||||||||
| E5-Mode nv | ||||||||
| Lanaken | MAGS bvba (Chaussea) | |||||||
| Toychamp Belgium nv | ||||||||
| 2005 | 4 150 | 100,00% | 342 468,02 | 5 351 370,55 | 2 965 336,88 | 5 340 246,38 | ||
| Luikersteenweg 151 bus 6, 3700 Tongeren | JBC nv | |||||||
| Luikersteenweg 151 bus 8, 3700 Tongeren | L.TORFS nv | |||||||
| Luikersteenweg 151 bus 10, 3700 Tongeren | ADL Consult bvba | |||||||
| Luikersteenweg 151 bus 12, 3700 Tongeren | PRO-DUO nv | |||||||
| Luikersteenweg 151 bus 14, 3700 Tongeren | Euro Shoe Group nv | |||||||
| Luikersteenweg 151 bus 16, 3700 Tongeren | Kleding Vossen nv | |||||||
| Luikersteenweg 151 bus 18, 3700 Tongeren | Fnac Vanden Borre nv | |||||||
| Luikersteenweg 151 bus 2, 3700 Tongeren | Monashee bvba (Zeb) | |||||||
| Luikersteenweg 151 bus 4, 3700 Tongeren | Dreamland nv | |||||||
| Luikersteenweg 151 bus 1, 3700 Tongeren | FABRIMODE nv (Bel & Bo) | |||||||
| Luikersteenweg 151 bus 3, 3700 Tongeren Luikersteenweg 151 bus 5, 3700 Tongeren |
KRUIDVAT bvba E5-Mode nv |
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| Luikersteenweg 151 bus 7, 3700 Tongeren | Chaussea BRT bvba | |||||||
| Luikersteenweg 151 bus 9, 3700 Tongeren | C.C.I.T. bvba | |||||||
| Luikersteenweg 151 bus 11, 3700 Tongeren | GOBREL sa | |||||||
| Luikersteenweg 151 bus 13, 3700 Tongeren | PIOCHEUR nv | |||||||
| Luikersteenweg 151 bus 15, 3700 Tongeren | AVA PAPIERWAREN nv | |||||||
| Luikersteenweg 151 bus 17, 3700 Tongeren | Delhaize Le Lion - De Leeuw | |||||||
| Luikersteenweg 151 bus 19, 3700 Tongeren | Comm.VA | |||||||
| Luikersteenweg 151 bus 21, 3700 Tongeren | LIDL | |||||||
| Luikersteenweg 151 bus 23, 3700 Tongeren | ACTION BELGIUM bvba | |||||||
| Luikersteenweg 151 bus 25, 3700 Tongeren | MAXI ZOO BELGIUM bvba | |||||||
| Luikersteenweg 151 bus 27, 3700 Tongeren | Descarto bvba | |||||||
| Luikersteenweg 151 bus 29-31, 3700 Tongeren | LEEN BAKKER BELGIE nv | |||||||
| Luikersteenweg 151 bus 33, 3700 Tongeren | Delievec bvba | |||||||
| Luikersteenweg 151 bus 35, 3700 Tongeren | Groep L.B.M. bvba | |||||||
| Luikersteenweg 151 bus 37, 3700 Tongeren | ||||||||
| 2012 | 30 930 | 93,54% | 2 398 948,08 40 900 327,20 22 100 691,49 37 888 234,27 | |||||
| Binnensingel 48, 3920 Lommel | Sportsdirect.com Belgium | |||||||
| Binnensingel 50, 3920 Lommel Binnensingel 54, 3920 Lommel |
LIDL LEEN BAKKER BELGIE nv |
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| Binnensingel 46, 3920 Lommel | KREFEL nv | |||||||
| 2006 | 6 938 | 100,00% | 728 392,53 11 541 627,83 | 4 957 471,63 10 724 969,43 | ||||
| Province | Cluster | Address | year of construc. - last renovation Tenant |
Gross occupancy |
Rentale | Fair | Insurred | Acquisition | Province | Cluster | Address | year of construc. - last renovation Tenant |
Gross | occupancy | Rentale | Fair | Insurred | Acquisition |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Edge of Town | Boulevard Raymond Poincaré 26, 4000 Liège Boulevard Raymond Pointcaré 20, 4000 Liège Boulevard Raymond Pointcaré 22, 4000 Liège Boulevard Raymond Poincaré 105, 4000 Liège Boulevard Raymond Poincaré 103, 4000 Liège Boulevard Raymond Poincaré, 4000 Liège Boulevard Froidmont 21, 4000 Liège Boulevard Froidmont 19, 4000 Liège Boulevard Froidmont 13/15, 4000 Liège Bld Cuivre et Zinc 21, 4000 Liège Bld Cuivre et Zinc 19, 4000 Liège Boulevard Froidmont /Bld Cuivre et Zinc, 4000 Liège Bld Cuivre et Zinc 17, 4000 Liège Boulevard de Froidmont 23, 4020 Liège |
ACTION BELGIUM bvba Lambrechts nv (groothandel sanitair) ENGELS LIEGE bvba KREFEL nv Burger Brands Belgium nv LEEN BAKKER BELGIE nv LA GRANDE RECRE BELGIQUE sprl BURO MARKET nv ANISERCO nv Discus SPRL (verkoop visgerei) Star Mode SPRL ALDI VAUX-SUR-SURE sa DISTRILED LIEGE sprl |
surface m2 rate |
income | value | value | value | Lui-Blegny Barchon |
Rue Champs de Tignée 4/2, 4671 Barchon Champs de Tignée 14, 4671 Barchon Rue Champs de Tignée 26/04, 4671 Barchon Rue Champs de Tignée 22, 4671 Barchon Rue Champs de Tignée 26/1, 4671 Barchon Rue Champs de Tignée 24, 4671 Barchon Rue Champs de Tignée 24/11, 4671 Barchon Rue Champs de Tignée 20/01, 4671 Barchon Rue Champs de Tignée 26/03, 4671 Barchon Rue Champs de Tignée 20/02, 4671 Barchon Rue Champs de Tignée 30, 4671 Barchon Rue Champs de Tignée 32, 4671 Barchon Rue Champs de Tignée 20, 4671 Barchon Rue Champs de Tignée 34/2, 4671 Barchon Rue Champs de Tignée 20-34, 4671 Barchon |
Wilmar Deco SPRL LES PERES NOIRS sa Optic Barchon SPRL Chaud Diffusion SPRL Saker-Greco BRICOBA sa INGI COIFFURE SPRL Les Bouchers Doubles SPRL LA CHINE WOK SPRL CIRCUS BELGIUM sa LA GLISSE 3D MANAGEMENT SPRL SEPTEMBRE 1965 sprl (Pointcarré) Delhaize Le Lion - De Leeuw Comm.VA LIDL T.C. Boncelles SPRL |
surface m2 | rate | income | value | value | value | ||
| Boulevard de Froidmont 17, 4020 Liège | 1988 - 2012 | 14 650 99,92% |
1 206 444,48 18 465 497,89 10 467 996,45 15 730 107,14 | PHILIPPE STEVENS SPRL - DIGITHOME 1989 - 2008 |
11 271 | 100,00% | 1 089 059,93 15 178 535,61 | 8 053 569,15 13 878 240,21 | ||||||||||
| Lui-Individual peripheral |
Rue Joseph Demoulin 15, 4000 Liège rue de Chafnay 5, 4020 Jupille-sur Meuse Rue Servais Malaise 29, 4030 Grivegnée Rue Servais Malaise 29/31, 4030 Grivegnée rue de Sewage 1, 4100 Seraing Route du Condroz 221, 4120 Neupré |
ACTION BELGIUM bvba PROFI sa Euro Shoe Group nv KRUIDVAT bvba Zanimo SPRL SERAING DISCOUNT |
Eupen | Herbesthalerstraat 154, 4700 Eupen Rue Mitoyenne 1, 4700 Eupen |
Orchestra-Prémaman Belgium sa PIOCHEUR nv ANISERCO nv Chaussea BRT bvba C&A België cv CP RETAIL sa Euro Shoe Group nv JBC nv PRO-DUO nv |
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| properties and | Avenue Laboulle 17, 4130 Tilff Chaussée Romaine S/N 246, 4300 |
POINT CARRE sprl Bounce Wear bvba |
Veritas nv 1988 - 1990 |
9 038 | 100,00% | 898 689,19 12 753 038,26 | 6 457 289,02 12 949 150,31 | |||||||||||
| Liège | other | Waremme Rue Joseph Wauters 25A, 4500 Huy Avenue du Bosquet 33, 4500 Huy |
(sportartikelen) LIDL BRANTANO nv |
Boulevard des Gérardchamps 118, 4800 Verviers |
Delhaize Le Lion - De Leeuw Comm.VA Gemeenschap Delhaize |
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| rue du Bay-Bonnet 8, 4620 Fléron Rue Bureau 56, 4620 Fléron Avenue Reine Astrid 242, 4900 Spa Boulevard des Anglais 47, 4900 Spa rue du Chalet 95, 4920 Aywaille |
Bleu Citron SPRL Orchestra-Prémaman Belgium sa |
Liège | Rue de la Station 8, 4800 Verviers Rue Fernand Houget 6A, 4800 Verviers Rue Fernand Houget 2, 4800 Verviers Rue Fernand Houget 3, 4800 Verviers Rue d' Anvers 6, 4800 Verviers |
Tom&co-LeenBakker ANISERCO nv LEEN BAKKER BELGIE nv Decathlon Belgium nv Matilde Solar Energy bvba |
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| 1986 - 2014 | 16 158 84,56% |
1 209 336,18 16 993 986,20 11 545 521,28 16 566 916,72 | MCDonald's Restaurants | |||||||||||||||
| Lui-Rocourt | Chaussée de Tongres 269, 4000 Rocourt |
Auto 5 nv CLUB sa KREFEL nv Medi-Market Parapharmacie Liège nv BDO Distribution sa MAGS bvba (Chaussea) C&A België cv Euro Shoe Group nv HEMA BELGIE bvba Nationale4 nv (ZEB) JBC nv Burger Brands Belgium nv |
Lui-Verviers | Belgium nv Securex International Miami Sun SPRL ING Belgique sa Pharmacies Populaires de Verviers et arr. SCRL Dreamland nv PRO-DUO nv Groep Bossuyt Belgie nv ELECTRO AV nv SND sa (Trafic) Menatam sa (Eggo) Maisons du Monde |
||||||||||||||
| 1975 - 1992 | 10 781 100,00% |
1 749 806,22 27 056 068,95 | 7 464 790,11 27 718 802,26 | Parfumerie ICI PARIS XL sa | ||||||||||||||
| Luik-Herstal | rue des Naiveux 44, 4040 Herstal rue des Naiveux 40, 4040 Herstal rue Arnold Delsupexhe 66B, 4040 Herstal Rue des Naiveux 24B, 4040 Herstal Rue des Naiveux 20, 4040 Herstal Rue des Naiveux 16, 4040 Herstal rue de Naiveux 7, 4040 Herstal rue Arnold Delsupexhe 66A, 4040 Herstal |
GOBREL sa L&L Retail Belgium sa AVA PAPIERWAREN nv Promotex International sa en TAO Belgique sa Fnac Vanden Borre nv REDISCO bvba JCDECAUX BILLBOARD sa KREFEL nv 1971 - 2001 |
6 204 100,00% |
773 581,18 | 9 986 081,08 | 3 636 014,18 | 6 294 580,69 | MAGS bvba (Chaussea) L&L Retail Belgium sa 3D MANAGEMENT SPRL JBC nv Delimmo sa CRESCEND HOME sa (Ixina) MAXI ZOO BELGIUM bvba Papeterie.be SPRL (Page 111) KRUIDVAT bvba Edcom SCRL |
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| BDO Distribution sa BRANTANO nv PIOCHEUR nv Régie des Bâtiments 1998 - 2015 |
37 058 | 100,00% | 3 529 244,71 51 718 457,37 25 563 347,54 50 083 624,78 |
| - last renovation Tenant - last renovation Tenant surface m2 rate income value value value surface m2 rate income value value value Route de Philippeville 402/422, 6010 Couillet MK MEUBLES SCS rue de Sardanson 4, 5004 Bouge FAST FOOD sprl Route Nationale 5, 6041 Gosselies Electro Depot Belgique sa CCB Corporate SPRL (Cash rue de Sardanson 2, 5004 Bouge Route de la Basse Sambre 713, Converters) WIBRA België nv 6060 Gilly Chaussée de Louvain 261, 5004 Bouge 2 HB ANS SPRL (haircare) Route de la Basse Sambre, 6060 Gilly Mega Store SPRL Chaussée de Louvain 257, 5004 Bouge C&A België cv avenue du Centenaire 50, 6061 rue Louis Albert 7, 5020 Champion Carrefour Belgium sa JBC nv Montignies-sur-Sambre rue Louis Albert 5, 5020 Champion PIOCHEUR nv Namur-North Rue de la Persévérance 7-9, 6061 rue Louis Albert 5-7, 5020 Champion E5-Mode nv E5-Mode nv Montignies-sur-Sambre Chaussée de Louvain 562, 5020 Champion BRANTANO nv rue de Leernes 2, 6140 Fontaine-l'Evêque MATCH sa Chaussée de Louvain 564, 5020 Champion ALDI Gembloux sa Chaussée de Mons 322, 6150 Anderlues POINT CARRE sprl Chaussée de Louvain 564B, 5020 Champion Maisons du Monde DFA1-Centre funéraire Marchant Rue Louis Albert 6A, 5020 Champion TIAN BAO SPRL Chaussée de Mons 324, 6150 Anderlues bvba SND sa (Trafic) Rue Louis Albert 6, 5020 Champion Rue Dewiest 86, 6180 Courcelles MOBISTAR nv NCD sa (Ixina) 1990 - 2012 14 867 100,00% 1 607 020,82 22 482 293,42 10 621 622,34 19 064 443,14 Rue Dewiest, 6180 Courcelles PROFI sa Nam-Individual rue des Français 152, 6200 Châtelet ALDI Gembloux sa Ancien Rivage 73, 5020 Malonne ANISERCO nv Chaussée de Gilly 38, 6220 Fleurus DISTRILED CENTRE bvba peripheral Chaussée de Wavre 42B, 5030 Gembloux BRANTANO nv Rue de Bertransart, 6280 Gerpinnes LIDL properties and Avenue Reine Elisabeth, 5300 Andenne MAXI TOYS Belgium sa other Rue d'Anderlues 110, 6530 Thuin Sitipac (société en constitution) Avenue de la Belle Mine 24, 5300 Andenne Fnac Vanden Borre nv Hen-Individual Chaussée de Binche 50, 7000 Mons NIKE Retail BV 1996 - 2007 3 227 100,00% 347 239,21 5 128 117,35 2 305 817,38 3 878 624,42 peripheral Avenue Wilson 421, 7012 Jemappes MAGS bvba (Chaussea) Campagne d'Enée, 5030 Gembloux Menatam sa (Eggo) properties and rue de la Station 125, 7060 Soignies Basic Fit België Campagne d'Enée 11, 5030 Gembloux Vanden Bergh sa other M85S SPRL (geschenkart. Campagne d'Enée 2, 5030 Gembloux AVA PAPIERWAREN nv Chaussee de Roeulx 353, 7060 Soignies & deco) Campagne d'Enée 10, 5030 Gembloux AUGEM SPRL Chaussee de Roeulx 351, 7060 Soignies CASHALLO SPRL (ixina) Nam-Gembloux Campagne d'Enée 8, 5030 Gembloux ELECTRO AV nv Avenue de la Wallonie 6, 7100 La Louvière AVEVE nv Campagne d'Enée 7, 5030 Gembloux KRUIDVAT bvba Rue Zéphirin Fontaine 76A, 7130 Binche Chaussea BRT bvba Campagne d'Enée 1, 5030 Gembloux Ideal Decor Ets sa Rue Zépherin Fontaine 140, 7130 Binche RUNFA SPRL (Wok) DISTRILED CENTRE bvba Campagne d'Enée 5, 5030 Gembloux Rue des bureaux 3B, 7160 Chapelle LIDL Leonardo sprl lez-Herlaimont 2008 - 2009 8 237 100,00% 839 986,19 13 097 688,89 5 885 657,80 12 508 542,78 Oula Oops SPRL Avenue du Prince de Liege 115, 5100 Jambes Fnac Vanden Borre nv route de Mons, 7390 Quaregnon (binnenspeeltuin) Avenue Prince de Liège 117, 5100 Jambes Chaussea BRT bvba route de Mons 107, 7390 Quaregnon MAXI TOYS Belgium sa Chaussée de Liege 519, 5100 Jambes Burger Brands Belgium nv Namur Route de Mons 124, 7390 Wasmuel Bassani SPRL Namur- South Avenue Prince de Liège 114/120, 5100 Hainaut Orchestra-Prémaman Belgium sa rue de la Perseverance 13, 6061 Jambes Mc Donald's Belgium Inc. Montignies-sur-Sambre Chaussée de Marche 570, 5101 Erpent KREFEL nv rue de la Perseverance 11, 6061 Chaussée de Marche 586, 5101 Erpent LOVIC sa JCDECAUX BILLBOARD sa Montignies-sur-Sambre 1968 - 2015 8 523 100,00% 867 672,74 13 130 794,97 3 760 618,81 12 979 822,05 rue du Grand Hornu 63, 7301 Hornu Do Invest nv Rue Baty des Puissances 6, 5190 ACTION BELGIUM bvba Fnac Vanden Borre nv Jemeppe-sur-Sambre rue du Grand Hornu 77, 7301 Hornu ANISERCO nv rue Baty des Puissances 1, 5190 E5-Mode nv CARPETLAND nv Jemeppe-sur-Sambre 1980 - 2009 36 827 88,83% 3 047 548,36 43 668 198,45 25 246 531,94 37 206 889,44 Rue Baty des Puissances 12, 5190 BRICO BELGIUM nv Rue du Campinaire 72, 6250 Aiseau-Presles Omega nv (Databuild) Jemeppe-sur-Sambre Nam Rue du Campinaire 74, 6250 Aiseau-Presles RSDECO Rue Baty des Puissances, 5190 Sambreville BRANTANO nv Hen-Aiseau Rue du Campinaire 76, 6250 Aiseau-Presles AVEVE nv Jemeppe-sur-Sambre Presles Rue du Campinaire 78, 6250 Aiseau-Presles ELECTRO AV nv Rue Baty des Puissances 11/2, 5190 MAXI TOYS Belgium sa Rue du Campinaire 80, 6250 Aiseau-Presles ALDI Gembloux sa Jemeppe-sur-Sambre Rue du Campinaire 82, 6250 Aiseau-Presles Euro Shoe Group nv Ping an 168 SPRL Rue Baty des Puissances 27, 5190 2009 - 2011 8 182 100,00% 719 866,51 11 441 473,14 5 846 358,16 10 898 022,47 (kledingwinkel - Mirroir) Jemeppe-sur-Sambre Pavé de Soignies 87A, 7850 Enghien/ GOBREL sa KREFEL nv Edingen Bavarois Concept SPRL (Wok) Hen-Enghien Pavé de Soignies 87B, 7850 Enghien/ 1992 - 2002 5 982 100,00% 507 779,33 7 518 822,50 4 272 943,26 5 346 072,35 Bio Corners SPRL Edingen Tienne de l'Europe / Rue Saint BRANTANO nv 2014 2 610 100,00% 254 649,39 3 822 129,68 1 864 946,81 3 720 580,11 Jacques, 5500 Dinant Hen Route de Mons 276, 6560 Erquelinnes SND sa (Trafic) Tienne de l'Europe 12C, 5500 Dinant ELECTRO AV nv Erquelinnes Route de Mons 260, 6560 Erquelinnes Tomona SPRL (Tom&Co) Tienne de l'Europe 5, 5500 Dinant LEEN BAKKER BELGIE nv 2011 2 232 100,00% 191 350,26 2 765 676,75 1 594 851,06 2 781 492,34 Nam-Dinant CP RETAIL sa Rue Neuve Chaussée 86, 7600 Péruwelz Peruwelz Bricolage SPRL CHARTEX sa (Point Carré) IMMO AVAL Belgium sa Tienne de l'Europe, 5500 Dinant Parée Pierre (Intermarché) NMD sprl Euro Shoe Group nv C&A België cv Hen-Péruwelz POINT CARRE sprl 1996 - 2001 5 330 100,00% 517 139,56 7 342 300,45 3 808 492,91 6 454 671,73 rue Neuve Chaussée, 7600 Péruwelz Chaussea BRT bvba Rue de Neuville 2, 5600 Philippeville Euro Shoe Group nv Nam JBC nv C&A België cv Philippeville rue de Neuville, 5600 Philippeville FABRIMODE nv (Bel & Bo) ALDI Gembloux sa ACTION BELGIUM bvba 1989 2 936 100,00% 291 228,95 4 474 422,13 2 097 886,52 275 033,07 1996 - 2012 9 220 100,00% 862 052,73 12 459 660,05 6 588 049,65 12 957 630,98 |
Province | Cluster | Address | year of construc. | Gross | occupancy | Rentale | Fair | Insurred | Acquisition | Province | Cluster | year of construc. Address |
Gross | occupancy | Rentale | Fair | Insurred | Acquisition |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Province | Cluster | year of construc. Address - last renovation Tenant |
Gross surface m2 |
occupancy rate |
Rentale income |
Fair value |
Insurred value |
Acquisition value |
Province | Cluster | Address | year of construc. - last renovation Tenant |
Gross surface m2 |
occupancy rate |
Rentale income |
Fair value |
Insurred value |
Acquisition value |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rue de la Liesse 96, 7700 Mouscron/ Moeskroen |
Excel-Cash sa (cash converters) | Rue de l'Aliénau, 6800 Libramont Rue de Libin 2a, 6800 Libramont |
Burger Brands Belgium nv MONDIAL EXPRESS SCRL |
||||||||||||||||
| Hen-Mouscron | Rue de la Liesse 92, 7700 Mouscron/ Moeskroen |
LIDL | BRICO ARDENNE SPRL KREFEL nv |
||||||||||||||||
| Rue de la Liesse 94, 7700 Mouscron/ Moeskroen |
GOBREL sa | Lux-Libramont | Rue de Libin 2, 6800 Libramont | AVA PAPIERWAREN nv Veritas nv |
|||||||||||||||
| 2014 | 2 713 | 100,00% | 339 028,83 | 5 088 612,83 | 1 938 544,33 | 5 228 877,66 | Planet Parfum sa JBC nv |
||||||||||||
| Route Nationale, 7080 Frameries | ACTION BELGIUM bvba FABRIMODE nv (Bel & Bo) |
POINT CARRE sprl | |||||||||||||||||
| IMMO AVAL Belgium sa (Intermarché) |
avenue de France 40, | 2006 - 2010 | 8 657 | 100,00% | 911 182,60 14 313 794,79 | 4 285 804,96 14 678 143,59 | |||||||||||||
| Hen-Frameries | Route Nationale 11, 7080 Frameries | Natale Mario (Sander boutique) | 6900 Marche-en-Famenne avenue de France 42, |
MAXI TOYS Belgium sa | |||||||||||||||
| Euro Shoe Group nv ANISERCO nv |
6900 Marche-en-Famenne | BE KITCHEN SPRL | |||||||||||||||||
| Willems nv (verandas) LEGIO IMMO BELGIUM nv |
avenue de France 44, 6900 Marche-en-Famenne |
ZEEMAN textielSupers nv | |||||||||||||||||
| 2012 | 7 653 | 100,00% | 708 127,64 11 053 699,75 | 5 468 367,02 11 138 464,78 | avenue de France 38, | C&A België cv | |||||||||||||
| Rue de l'Artisanat 3, 7900 Leuze-en-Hainaut | ACTION BELGIUM bvba Le Repaire des Filous SPRL |
Luxembourg | 6900 Marche-en-Famenne Chaussée de Liège 11, |
||||||||||||||||
| Hen-Leuze-en Hainaut |
Rue de l'Artisanat 5 bus A, 7900 Leuze-en-Hainaut Rue de l'Artisanat 5, 7900 Leuze-en-Hainaut |
(speelzaal kinderen) Produo SPRL (poils et plumes) |
6900 Marche-en-Famenne Avenue de France 32, |
BBK Expansion bvba (Babykid) | |||||||||||||||
| Rue de l'Artisanat, 7900 Leuze-en-Hainaut | Euro Shoe Group nv | Marche-en | 6900 Marche-en-Famenne | BASILE FAMILY sprl | |||||||||||||||
| Hainaut | 2014 rue des Roselières 10, 7503 Froyennes |
CHAUSSURES MANIET sa | 3 050 | 100,00% | 273 627,79 | 4 014 345,00 | 2 179 343,97 | 3 982 110,76 | Famenne | Avenue de France 34, 6900 Marche-en-Famenne |
LEEN BAKKER BELGIE nv | ||||||||
| rue des Roselières 14, 7503 Froyennes Rue de Maire 13a, 7503 Froyennes |
LEEN BAKKER BELGIE nv ANISERCO nv |
Avenue de France 36, 6900 Marche-en-Famenne |
JMBA SPRL (Ixina) | ||||||||||||||||
| Rue de Maire 18 E, 7503 Froyennes | MAXI TOYS Belgium sa | Rue du parc Industriel 5, | PIOCHEUR nv | ||||||||||||||||
| Tournai | Rue de Maire 13 c, 7503 Froyennes Rue de Maire 13 D, 7503 Froyennes |
CARGLASS nv | 6900 Marche-en-Famenne | H&M Hennes & Mauritz sa | |||||||||||||||
| Rue de la Taverne du Maire 3, 7503 Froyennes rue des Roseliers 7, 7503 Froyennes |
DI sa MOBISTAR nv |
HEMA BELGIE bvba EUROVENTES Sprl |
|||||||||||||||||
| rue des Roseliers 1, 7503 Froyennes | Delcambe Chaussures SPRL | Rue du Parc Industriel 13, 6900 Marche-en-Famenne |
ELECTRO AV nv | ||||||||||||||||
| 1981 - 2010 | Décor Heytens Belgique nv | 7 979 | 93,68% | 859 047,74 11 782 199,40 | 5 505 358,17 | 8 273 703,63 | Follow Up SPRL Civadis sa |
||||||||||||
| Chaussée de Bruxelles, 7800 Ath | Euro Shoe Group nv AGIK s.p.r.l. |
HUBO BELGIE nv 1969 - 2013 |
15 183 | 100,00% | 1 623 259,73 23 903 539,61 10 420 122,35 17 767 896,47 | ||||||||||||||
| KRUIDVAT bvba | Sint-Pieterszuidstraat en | LIDL | |||||||||||||||||
| MATCH sa ZEEMAN textielSupers nv |
Veemarktstraat, 8000 Brugge Sint-Pieterskaai 21, 8000 Brugge |
Euro Shoe Group nv | |||||||||||||||||
| Hen-Ath | Chaussée de Bruxelles 60, 7800 Ath | PIOCHEUR nv ELECTRO AV nv |
Sint-Pieterskaai 20 A, 8000 Brugge | ADL Consult bvba IDEWE VZW |
|||||||||||||||
| ACTION BELGIUM bvba | Dreambaby nv | ||||||||||||||||||
| ALKEN MAES nv MONI SPRL |
Bruges-North | LEEN BAKKER BELGIE nv ACTION BELGIUM bvba |
|||||||||||||||||
| 1974 - 2017 | Lloydspharma sa | 5 531 | 99,10% | 564 808,75 | 8 842 338,16 | 3 952 115,25 | 7 545 482,34 | Sint-Pieterskaai 20, 8000 Brugge | Omega (BWC) MAXI ZOO BELGIUM bvba |
||||||||||
| Rue de Marche 104, 6600 Bastogne | YEN PING SPRL | KRUIDVAT bvba ZEEMAN textielSupers nv |
|||||||||||||||||
| Avenue de la Gare, 6720 Habay-la-Neuve rue de la Vallée 104, 6780 Messancy |
Carrefour Belgium sa Maxi Market SPRL |
West Flanders |
GOBREL sa | ||||||||||||||||
| Rue de la Ferme 108, 6780 Messancy rue de la Vallée 100, 6780 Messancy |
ZEEMAN textielSupers nv GOBREL sa |
HEMA BELGIE bvba Delix 88 bvba |
|||||||||||||||||
| rue de la Vallée 102, 6780 Messancy | MAKE sprl | Torhoutsestraat 45, 8020 Ruddervoorde | 1965 - 2012 MATCH sa |
14 110 | 100,00% | 1 319 024,37 19 603 777,26 10 358 342,20 20 150 966,49 | |||||||||||||
| Lux-Individual peripheral |
Rue de la Vallée 100-108, 6780 Messancy |
Blue Vision Messancy (à constitiuer) |
Maalsesteenweg 166, 8310 Sint-Kruis | MEUBELEN DE ABDIJ bvba | |||||||||||||||
| Luxembourg | properties and other |
rue de la Vallée 106, 6780 Messancy rue de Neufchâteau 5, 6800 |
Clebio SPRL | WVl-Individual | Maalsesteenweg 255, 8310 Sint-Kruis Maalsesteenweg 42, 8310 Sint-Kruis |
C&A België cv Holstra bvba (Zonnewering, luifels, rolluiken, ) |
|||||||||||||
| Libramont-Chevigny | Quality meat Renmans sa | peripheral properties and |
Torhoutsesteenweg 610, 8400 Oostende | IMETAM bvba | |||||||||||||||
| Avenue de Bouillon 54, 6800 Libramont |
BBK Expansion bvba (Babykid) | other | Biezenstraat 16, 8430 Middelkerke Koninklijke Baan 228, 8670 Koksijde |
ACTION BELGIUM bvba BRANTANO nv |
|||||||||||||||
| Rue de la Girafe 21, 6830 Bouillon Rue de la Girafe 25, 6830 Bouillon |
PARTY 2000 SPRL Omega nv (Databuild) |
Gentstraat 13, 8760 Meulebeke Frankrijklaan 2, 8970 Poperinge |
ALDI Roeselare nv Omega (BWC) |
||||||||||||||||
| bpost sa | 1950 - 2007 | 10 138 | 100,00% | 931 344,72 12 786 413,33 | 7 111 641,84 13 818 240,87 | ||||||||||||||
| 1990 - 2008 | 13 728 | 100,00% | 873 388,62 11 856 139,33 | 9 809 191,49 15 495 834,88 |
| Province | Cluster | Address | year of construc. - last renovation Tenant |
Gross surface m2 |
occupancy rate |
Rentale income |
Fair value |
Insurred value |
Acquisition value |
Province | Cluster | Address | year of construc. - last renovation Tenant |
Gross surface m2 |
occupancy rate |
Rentale income |
Fair value |
Insurred value |
Acquisition value |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ringlaan 32, 8500 Kortrijk Ringlaan 11, 8520 Kuurne Ter Ferrants 1, 8520 Kuurne |
I & S FASHION nv IMETAM bvba L.TORFS nv |
Kortrijksesteenweg 1178, 9051 Sint Denijs-Westrem Wallenkensstraat 28, 9051 Sint |
FUN BELGIUM nv PIOCHEUR nv |
||||||||||||||||||
| Kortrijk-North | Ter Ferrants 3, 8520 Kuurne Ter Ferrants 4, 8520 Kuurne |
DE MAMBO bvba KI VIDEO bvba (matrassen) Fnac Vanden Borre nv |
Denijs-Westrem Wallenkensstraat 24, 9051 Sint Denijs-Westrem |
L.TORFS nv | |||||||||||||||||
| Ter Ferrants 2, 8520 Kuurne | AVA PAPIERWAREN nv ACTION BELGIUM bvba |
Wallenkensstraat 26, 9051 Sint Denijs-Westrem |
Wamo bvba (Zeb) | ||||||||||||||||||
| 1987 - 2015 | LEEN BAKKER BELGIE nv | 12 714 | 100,00% | 934 538,51 15 648 498,73 | 9 084 648,94 10 743 615,98 | Kortrijksesteenweg 1036, 9051 Sint Denijs-Westrem |
Retail Concepts nv (AS Adventure) |
||||||||||||||
| AVA PAPIERWAREN nv | Kortrijksesteenweg 1038, 9051 Sint | Décor Heytens Belgique nv | |||||||||||||||||||
| West | WVL-Sint Eloois-Vijve |
Gentseweg 520, 8793 Sint-Eloois-Vijve | Mekowa bvba (Gamma) Inofec bvba PPG Coating bvba |
Ghent-South | Denijs-Westrem Kortrijksesteenweg, 9051 Sint-Denijs Westrem |
GDW-Gent BV | |||||||||||||||
| Flanders | Brugsestraat 377, 8800 Roeselare | 1988 | BRICO BELGIUM nv | 4 946 | 100,00% | 407 816,80 | 5 467 393,29 | 3 533 395,40 | 5 631 413,41 | Kortrijksesteenweg 1200, 9051 Sint Denijs-Westrem |
FINSBURY PROPERTIES nv | ||||||||||
| Brugsesteenweg 508-510, 8800 Roeselare |
ANISERCO nv | Kortrijksesteenweg 1192B, 9051 Sint Denijs-Westrem |
Fnac Vanden Borre nv | ||||||||||||||||||
| Mercury Centrum - Brugsesteenweg 363, 8800 Roeselare |
PIOCHEUR nv | Kortrijksesteenweg 1149, 9051 Sint Denijs-Westrem |
KREFEL nv | ||||||||||||||||||
| Roeselare | Brugsesteenweg 524, 8800 Roeselare | IMETAM bvba | Kortrijksesteenweg 1182A, 9051 Sint Denijs-Westrem |
Deutsche bank AG | |||||||||||||||||
| Brugsesteenweg 356 B, 8800 Roeselare Brugsesteenweg 356 A, 8800 |
BELGIAN POSTERS | Kortrijksestenweg 1206, 9051 Sint Denijs-Westrem |
Orchestra - Prémaman nv CARPETLAND nv |
||||||||||||||||||
| Roeselare | Seats and sofas nv | 1978 - 2005 | 14 600 | 100,00% | 1 863 672,85 28 251 961,48 11 226 507,09 21 391 902,96 | ||||||||||||||||
| Brugsesteenweg 356 C, 8800 Roeselare |
Omega nv Fnac Vanden Borre nv |
Parklaan 50, 9100 Sint-Niklaas Parklaan 87, 9100 Sint-Niklaas |
GUNGO bvba (IXINA) ELECTRO AV nv |
||||||||||||||||||
| 1993 - 2007 | 12 903 | 100,00% | 1 377 776,44 19 698 512,80 | 9 219 696,81 16 001 880,63 | Sint-Niklaas | Carlier O. en De Craeke S. | |||||||||||||||
| Fratersplein 11, 9000 Gent Brusselsesteenweg 662, 9050 Gentbrugge |
LIDL MUYS nv |
East | Plezantstraat 268, 9100 Sint-Niklaas | Mehmed Yalmaz FUN BELGIUM nv |
|||||||||||||||||
| Maisstraat 3, 9060 Zelzate | JBC nv | Flanders | ALDI Erpe Mere nv | ||||||||||||||||||
| Antwerpsesteenweg 84, 9080 Lochristi Brusselsesteenweg 75, 9090 Melle |
DAMART TSD nv AUGUSTYNS bvba (verkoop keukens) |
Mechelsesteenweg 138 D, 9200 Dendermonde | 1999 - 2006 | BELLOLI bvba | 4 796 | 100,00% | 527 423,38 | 7 190 680,59 | 3 481 893,62 | 4 534 207,84 | |||||||||||
| Zelebaan 67, 9160 Lokeren | BRANTANO nv | Mechelsesteenweg 136, 9200 Dendermonde | Blokker nv | ||||||||||||||||||
| Zelebaan Lot B, 9160 Lokeren | KREFEL nv | Mechelsesteenweg 140, 9200 Dendermonde | LEEN BAKKER BELGIE nv | ||||||||||||||||||
| Oosterzelesteenweg 127, 9230 Wetteren | LEGIO IMMO BELGIUM nv | Dendermonde | Mechelsesteenweg 138, 9200 Dendermonde | FUN BELGIUM nv | |||||||||||||||||
| Grote Baan 154, 9250 Waasmunster | CLAUS Chris | Mechelsestwg | Mechelsesteenweg 51, 9200 Dendermonde | Basic Fit België | |||||||||||||||||
| Brusselsesteenweg 120, 9300 Aalst | TDM Products Belgium bvba | Oude Vest 70, 9200 Dendermonde | KREFEL nv | ||||||||||||||||||
| Individual | Gentsesteenweg 442, 9300 Aalst Pieter Corneliskaai 16A, 9300 Aalst |
CARPETLAND nv BRICO BELGIUM nv |
Mechelsesteenweg 35, 9200 Dendermonde | KRUIDVAT bvba GAM nv |
|||||||||||||||||
| East | peripheral | Kwadelapstraat 2, 9320 Erembodegem | ALDI Erpe Mere nv | 1974 - 2000 | 12 731 | 100,00% | 1 098 222,60 16 023 441,08 | 9 096 796,10 | 6 649 386,32 | ||||||||||||
| Flanders | properties and | Nachtegaalstraat 8A, 9320 Erembodegem | MODEMAKERS FASHION nv | Oude Heerbaan 7, 9230 Wetteren | De Rycke bvba (groothandel bloemen en planten) | ||||||||||||||||
| other | Brakelsesteenweg 160, 9400 Ninove | Omega (Deinze) | Oude Heerbaan 5, 9230 Wetteren | Alflora BV (verkoop bloemistenartikelen) | |||||||||||||||||
| Astridlaan 38, 9500 Geraardsbergen | Plaza Gent BVBa | Oosterzelesteenweg 5 bus 13, 9230 Wetteren | Bb Concept bvba (opslag droge voeding) | ||||||||||||||||||
| Provincieweg 266, 9550 Herzele | MATCH sa | Oosterzelesteenweg 5 bus 12 A en 12 B, 9230 Wetteren | AMELIM nv | ||||||||||||||||||
| Noordlaan 5, 9630 Munkzwalm | Oosterzelesteenweg 5 bus 11, 9230 Wetteren | ATITA nv (papierwaren) | |||||||||||||||||||
| Ronseweg 56, 9700 Oudenaarde | Oosterzelesteenweg 5 bus 10, 9230 Wetteren Oosterzelesteenweg 5 bus 9, 9230 Wetteren |
JBC nv L.TORFS nv |
|||||||||||||||||||
| Astenemolenstraat, 9800 Deinze Kortrijksesteenweg 18, 9830 Sint |
Oosterzelesteenweg 5 bus 8, 9230 Wetteren | Fnac Vanden Borre nv | |||||||||||||||||||
| Martens-Latem | Oosterzelesteenweg 5 bus 7, 9230 Wetteren | Slaapadvies bvba | |||||||||||||||||||
| Stationsstraat 162, 9890 Gavere | Ovl-Wetteren | Oosterzelesteenweg 5 bus 6 A, 9230 Wetteren | Sportsdirect.com Belgium | ||||||||||||||||||
| Oosterzelesteenweg 5 bus 6 B, 9230 Wetteren | Veritas nv | ||||||||||||||||||||
| Puitvoetstraat 6B, 9100 Sint-Niklaas | Oosterzelesteenweg 5 bus 5, 9230 Wetteren | Retail Belgie bvba | |||||||||||||||||||
| 1938 - 2015 | 56 494 | 100,00% | 4 235 867,54 56 068 464,41 40 285 491,56 58 855 593,04 | Oosterzelesteenweg 5 bus 4, 9230 Wetteren | L&L Retail Belgium sa | ||||||||||||||||
| Oosterzelesteenweg 5 bus 3, 9230 Wetteren | REDISCO bvba | ||||||||||||||||||||
| Oosterzelesteenweg 5 bus 2, 9230 Wetteren | Orchestra-Prémaman Belgium sa | ||||||||||||||||||||
| Oosterzelesteenweg 5 bus 1, 9230 Wetteren Hoek Brusselsesteenweg |
C&A België cv Wamo bvba (Zeb) |
||||||||||||||||||||
| Oosterzelesteenweg, 9230 Wetteren | Zonnepanelen | ||||||||||||||||||||
| 1996 - 2008 | 25 247 | 100,00% | 1 781 092,32 27 779 479,42 18 037 108,18 25 746 397,02 |
| Province | Cluster | Address | year of construc. - last renovation Tenant |
Gross surface m2 |
occupancy rate |
Rentale income |
Fair value |
Insurred value |
Acquisition value |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Extra Vertes bvba | ||||||||||
| C&A België cv | ||||||||||
| JYSK bvba | ||||||||||
| ACTION BELGIUM bvba | ||||||||||
| Ovl | PIOCHEUR nv | |||||||||
| Oudenaarde Gentstraat 47-67, 9700 Oudenaarde | WIBRA België nv | |||||||||
| LIDL | ||||||||||
| KRUIDVAT bvba | ||||||||||
| Afbraakwoning | ||||||||||
| De Buren Belgie nv | ||||||||||
| Zonnepanelen | ||||||||||
| 2005 - 2014 | 7 860 | 92,97% | 559 608,58 | 6 606 548,38 | 5 749 180,87 | 7 000 344,56 | ||||
| Stationsstraat 76, 9900 Eeklo | DI sa | |||||||||
| Gentsesteenweg 1a, 9900 Eeklo | DAMART TSD nv | |||||||||
| East | Stationstraat - Krügercenter, 9900 Eeklo | Hunkemöller Belgium nv | ||||||||
| Flanders | Stationstraat 82N - Krügercenter, 9900 Eeklo | HANS ANDERS BELGIE bvba | ||||||||
| Stationstraat 82M - Krügercenter, 9900 Eeklo Stationstraat 82L - Krügercenter, 9900 Eeklo |
L&L Retail Belgium sa L.TORFS nv |
|||||||||
| Stationstraat 82D - Krügercenter, 9900 Eeklo | C&A België cv | |||||||||
| Stationstraat 82J - Krügercenter, 9900 Eeklo | Savermo nv (ZEB) | |||||||||
| Stationstraat 82I - Krügercenter, 9900 Eeklo | LIDL | |||||||||
| Eeklo | Stationstraat 82H - Krügercenter, 9900 Eeklo | CASA INTERNATIONAL nv | ||||||||
| Stationstraat 82G - Krügercenter, 9900 Eeklo | HEMA BELGIE bvba | |||||||||
| Stationstraat 82F - Krügercenter, 9900 Eeklo | Fnac Vanden Borre nv | |||||||||
| Stationstraat 82C - Krügercenter, 9900 Eeklo | JBC nv | |||||||||
| Stationstraat 82A - Krügercenter, 9900 Eeklo | Carrefour Belgium Retail | |||||||||
| Stationstraat 82-86 - Krügercenter, 9900 Eeklo | Associates nv | |||||||||
| Stationstraat 78 - Krügercenter, 9900 Eeklo | Fitform | |||||||||
| ELECTRO AV nv | ||||||||||
| BELSAY nv | ||||||||||
| Tijdloos bvba | ||||||||||
| 1991 - 2009 | 12 199 | 100,00% | 1 395 746,89 18 707 654,83 | 8 716 661,35 18 195 316,99 |
| Province | Cluster | year of construc. Address - last renovation Tenant |
Gross surface m2 |
occupancy rate |
Rentale income |
Fair value |
Insurred value |
Acquisition value |
|
|---|---|---|---|---|---|---|---|---|---|
| Meubelplein 7 - 15, 2353 EX Leiderdorp | M&J Keukens t.h.o.d.n. | ||||||||
| South | Keukenstunter VOF | ||||||||
| Holland | Leiderdorp | Meubelplein 15, 2353 EX Leiderdorp | V.O.F. Sleep Studio | ||||||
| Meubelplein 13, 2353 EX Leiderdorp Meubelplein 14, 2353 EX Leiderdorp |
Show Pain Leiderdorp Berg en Berg Zwaanshoek B.V. |
||||||||
| 1984 - 2002 | 2 626 | 78,67% | 163 890,53 | 2 174 303,74 | 1 846 120,39 | 2 099 722,70 | |||
| Euromarkt 1-119, 2408 BD Alphen Aan Den Rijn | JRO Retail Rotterdam B.V. | ||||||||
| Euromarkt 103-105, 2408 BD Alphen Aan Den Rijn | Huigen Tapijt B.V. | ||||||||
| Euromarkt 115-117, 2408 BD Alphen Aan Den Rijn | Goedhart Bouwmarkt B.V. | ||||||||
| Euromarkt 119, 2408 BD Alphen Aan Den Rijn | Roobol Woontextiel B.V. | ||||||||
| Euromarkt 109-111, 2408 BD Alphen Aan Den Rijn | Vegro Verpleegartikelen B.V. | ||||||||
| South | Alphen | Euromarkt 1, 2408 BD Alphen Aan Den Rijn Euromarkt 101, 2408 BD Alphen Aan Den Rijn |
V.O.F. Zonnestudio 'Gravenzande Maatschap Vivre praktijk voor |
||||||
| Holland | aan den Rijn | Euromarkt 9, 2408 BD Alphen Aan Den Rijn | verloskunde | ||||||
| Euromarkt 13-21, 2408 BD Alphen Aan Den Rijn | Firma Barend van Zwieten V.O.F. | ||||||||
| Euromarkt 3, 2408 BD Alphen Aan Den Rijn | Houtman & De Vogel | ||||||||
| Euromarkt 87-99, 2408 BD Alphen Aan Den Rijn | Makelaardij V.O.F. | ||||||||
| Euromarkt 89-97, 2408 BD Alphen Aan Den Rijn | Decokay Alphen V.O.F. | ||||||||
| Aldi Vastgoed B.V. | |||||||||
| Stichting Careyn | |||||||||
| 1993 Einsteinnlaan 1, 3902 HN Veenendaal |
Wooncentrum Veenendaal B.V. | 10 123 | 96,93% | 1 144 928,30 14 738 368,22 11 963 770,37 15 757 534,17 | |||||
| Einsteinnlaan 1 - 3, 3902 HN | De Dromenmaker Veenendaal | ||||||||
| Utrecht | Veenendaal | Veenendaal | B.V. | ||||||
| Einsteinlaan 1, 3902 HN Veenendaal | Bouman vloerservice V.O.F. | ||||||||
| Einstaanlaan 1, 3902 HN Veenendaal | T-Mobile Netherlands B.V. | ||||||||
| 2005 | 18 452 | 100,00% | 1 264 495,05 11 710 461,68 | 9 464 079,15 12 572 104,25 | |||||
| Mortiereboulevard 10-36, 4336 RA Middelburg | Blokker B.V. | ||||||||
| Mortiereboulevard 10, 4336 RA Middelburg Mortiereboulevard 12, 4336 RA Middelburg |
Kwantum Nederland B.V. Woonsquare B.V. |
||||||||
| Mortiereboulevard 14, 4336 RA Middelburg | Leen Bakker Nederland B.V. | ||||||||
| Mortiereboulevard 16, 4336 RA Middelburg | Pronto Zeeland B.V. | ||||||||
| Mortiereboulevard 18, 4336 RA Middelburg | Swiss Sense B.V. | ||||||||
| Zeeland | Middelburg | Mortiereboulevard 20, 4336 RA Middelburg | Profijt Zeeland B.V. | ||||||
| Mortiereboulevard 22, 4336 RA Middelburg | Sports Unlimited Retail B.V. | ||||||||
| Mortiereboulevard 24, 4336 RA Middelburg | De Badenman B.V. (Middelburg) | ||||||||
| Mortiereboulevard 26, 4336 RA Middelburg Mortiereboulevard 28, 4336 RA Middelburg |
BCC (Elektro-Speciaalzaken) Keukenconcurrent Nederland B.V. |
||||||||
| Mortiereboulevard 30, 4336 RA Middelburg | Bruynzeel Keukens B.V. | ||||||||
| Mortiereboulevard 32, 4336 RA Middelburg | Beter Bed B.V. | ||||||||
| 2006 | 20 775 | 100,00% | 1 759 054,02 24 114 773,83 19 067 003,03 25 035 232,81 | ||||||
| Oostplein 1, 4706 NL Roosendaal | Roobol Woontextiel B.V. | ||||||||
| Oostplein 11, 4706 NL Roosendaal | CS Keukens V.O.F. | ||||||||
| Oostplein 13, 4706 NL Roosendaal | Swiss Sense B.V. | ||||||||
| North | Roosendaal | Oostplein 15, 4706 NL Roosendaal | V.O.F. Sep-Potters Kwantum Nederland B.V. |
||||||
| Brabant | Oostplein 19, 4706 NL Roosendaal Oostplein 3, 4706 NL Roosendaal |
Jysk B.V. | |||||||
| Oostplein 5, 4706 NL Roosendaal | |||||||||
| Oostplein 7, 4706 NL Roosendaal | |||||||||
| Oostplein 9, 4706 NL Roosendaal | |||||||||
| 1993 | 10 233 | 59,78% | 558 282,86 | 7 030 926,17 | 6 514 587,15 | 8 773 526,02 | |||
| Het Rietveld 10, 7321 CT Apeldoorn | KFC Holdings B.V. Wooncentrum De Groot |
||||||||
| Het Rietveld 14, 7321 CT Apeldoorn | Apeldoorn B.V. | ||||||||
| Het Rietveld 2, 7321 CT Apeldoorn | Keuken & Bad Apeldoorn B.V. | ||||||||
| Het Rietveld 22, 7321 CT Apeldoorn Het Rietveld 26 (Gelijkvloers), 7321 CT Apeldoorn |
Kvik NL B.V. totaalBED B.V. |
||||||||
| Het Rietveld 28 (Gelijkvloers), 7321 CT Apeldoorn | Bruynzeel Keukens B.V. | ||||||||
| Gelderland Apeldoorn | Het Rietveld 32, 7321 CT Apeldoorn | Keukenconcurrent Nederland B.V. | |||||||
| Het Rietveld 28 + 32 (1e Verdieping), 7321 CT Apeldoorn |
Beter Bed B.V. | ||||||||
| Het Rietveld 34, 7321 CT Apeldoorn | Swiss Sense B.V. | ||||||||
| Het Rietveld 4, 7321 CT Apeldoorn | V.O.F. Wooncentrum | ||||||||
| Het Rietveld 40 (1e Verdieping), 7321 CT Apeldoorn | Kluswijs B.V. | ||||||||
| Het Rietveld 40 (Gelijkvloers), 7321 CT Apeldoorn | HLC Wereld B.V. | ||||||||
| Het Rietveld 6, 7321 CT Apeldoorn Het Rietveld 8, 7321 CT Apeldoorn |
|||||||||
| 2004 - 2005 | 23 245 | 100,00% | 1 183 115,51 13 813 849,53 11 144 436,92 14 846 824,11 |
| Province | Cluster | Address | year of construc. - last renovation Tenant |
Gross surface m2 |
occupancy rate |
Rentale income |
Fair value |
Insurred value |
Acquisition value |
Province | Cluster | Address | year of construc. - last renovation Tenant |
Gross surface m2 |
occupancy rate |
Rentale income |
Fair value |
Insurred value |
Acquisition value |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Overijssel | Zwolle | Grote Voort 50, 8041 BE Zwolle Grote Voort 54, 8041 BE Zwolle Grote Voort 64, 8041 BE Zwolle Grote Voort 68, 8041 BE Zwolle Grote Voort 72, 8041 BE Zwolle Grote Voort 76-78, 8041 BE Zwolle Grote Voort 80-82, 8041 BE Zwolle Grote Voort 84, 8041 BE Zwolle Grote Voort 88, 8041 BE Zwolle Grote Voort 100, 8041 BE Zwolle Grote Voort 104, 8041 BE Zwolle |
Belfurn B.V. Kwantum Nederland B.V. Nijman International B.V. Rikels Slaapexperts B.V. Prenataal moeder en kind B.V. Batjes Meubelen B.V. Totaal Bed Apeldoorn B.V. Weber Meubelen Elburg BV Meijer Wonen Heerde B.V. Rofra Meubelen Zwolle B.V. |
In de Cramer 146, 6412 PM Heerlen In de Cramer 146 A, 6412 PM Heerlen In de Cramer 146 B, 6412 PM Heerlen In de Cramer 146 C, 6412 PM Heerlen In de Cramer 148, 6412 PM Heerlen In de Cramer 148 A-B, 6412 PM Heerlen In de Cramer 150, 6412 PM Heerlen In de Cramer 152, 6412 PM Heerlen In de Cramer 154, 6412 PM Heerlen In de Cramer 156-158, 6412 PM Heerlen In de Cramer 160, 6412 PM Heerlen |
Dreams B.V. Van den Heuvel Verlichting/Kleinmeubel B.V. Keukenkampioen B.V. Bruynzeel Keukens B.V. Tummers Keukens II B.V. Nuva Keukens B.V. Tapijtcentrum Nederland B.V. Carpetright B.V. DMG Meubelen B.V. Rofra Meubelen Heerlen B.V. Krisbo B.V. |
||||||||||||||
| North Holland |
Cruquius | 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 |
1994 One-Putt Golf B.V. Jysk B.V. Media Markt Saturn Holding Nederland B.V. Odis B.V. La Place Food B.V. Van den Heuvel Verlichting/Kleinmeubel B.V. De Badenman B.V. (Middelburg) Nijman International B.V. Roobol Woontextiel B.V. Bruynzeel Keukens B.V. Y. Toka Swiss Sense B.V. HACO Cruquius BV De MandemakersGroep Holding B.V. (DMG) De Bommel Groep B.V. Kwantum Nederland B.V. Carpetright 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 B.V. |
24 685 | 100,00% | 2 034 068,24 26 622 192,48 28 875 000,00 27 803 000,00 | NL Limburg Heerlen | In de Cramer 162, 6412 PM Heerlen In de Cramer 164, 6412 PM Heerlen In de Cramer 166, 6412 PM Heerlen In de Cramer 168-176, 6412 PM Heerlen In de Cramer 178, 6412 PM Heerlen In de Cramer 180, 6412 PM Heerlen In de Cramer 182, 6412 PM Heerlen In de Cramer 184, 6412 PM Heerlen In de Cramer 186-188, 6412 PM Heerlen In de Cramer 190, 6412 PM Heerlen In de Cramer 64, 6412 PM Heerlen In de Cramer 66, 6412 PM Heerlen In de Cramer 68A, 6412 PM Heerlen In de Cramer 68, 6412 PM Heerlen In de Cramer 70, 6412 PM Heerlen In de Cramer 74, 6412 PM Heerlen In de Cramer 76, 6412 PM Heerlen In de Cramer 78B, 6412 PM Heerlen In de Cramer 80, 6412 PM Heerlen In de Cramer 78, 6412 PM Heerlen In de Cramer 78C, 6412 PM Heerlen In de Cramer 82, 6412 PM Heerlen In de Cramer 84, 6412 PM Heerlen In de Cramer 86-88-90, 6412 PM Heerlen In de Cramer 92, 6412 PM Heerlen |
Prenatal moeder en kind B.V. Pronto Wonen Heerlen B.V. Brugman Keukens en Badkamers B.V. Goossens Meubelen B.V. Budget Home Store Heerlen B.V. Trendhopper Heerlen B.V. K&D B.V. Sijben Wooncenter B.V. Fast food Boer Biet Heerlen V.O.F. Leen Bakker Nederland B.V. Woonmekka B.V. Knibbeler Meubel B.V. Kwantum Nederland B.V. Seats and Sofas B.V. Woonsquare B.V. DFS trading Limited Jysk B.V. Pets place Retail B.V. Sanisale.com Praxis Vastgoed B.V. Bufkes Nederland B.V. Babypark Kesteren B.V. Xenos B.V. Gorissen Keukens V.O.F. Vorstelijk Slapen B.V. |
||||||||||
| Spaanderweg 46, 2142 EV Cruquius | D.H.Z. Center Cruquius B.V. 2002 - 2006 |
40 879 | 100,00% | 4 905 305,46 71 653 341,50 41 475 000,00 73 218 912,94 | In de Cramer 94 - 96, 6412 PM Heerlen In de Cramer 96A, 6412 PM Heerlen In de Cramer 98, 6412 PM Heerlen In de Cramer 98 A + 100 (deel), 6412 PM Heerlen In de Cramer 100, 6412 PM Heerlen In de Cramer 102, 6412 PM Heerlen In de Cramer 102A, 6412 PM Heerlen |
De Badenman B.V. (Heerlen II) Beter Bed B.V. Berden Meubelen Kvik NL B.V. Swiss Sense B.V. Tempur Benelux Retail B.V. Blokker B.V. |
In de Cramer 104, 6412 PM Heerlen In de Cramer 106, 6412 PM Heerlen In de Cramer 106A, 6412 PM Heerlen
| In de Cramer 108, 6412 PM Heerlen | |||
|---|---|---|---|
| 99,12% 7 534 639,62 107 206 251,30 66 143 000,00 112 195 500,02 |
75 059 | 1991 - 2004 | |
| 31.03.2018 | number of properties per company | ||
| On 31 March 2018, the | 616 | Retail Estates BE | |
| 31 | Retail Warehousing Invest | ||
| occupancy rate is 98.11% | 4 | Blovan | |
| 9 | Finsburry Properties | ||
| 3 | Librajem | ||
| 1 | Heerzele | ||
| 1 | NS Properties | ||
| 25 | Cruquius Invest | ||
| 10 | Distriland nv | ||
| 21 | Heerlen I Invest | ||
| 26 | Heerlen II Invest | ||
| 59 | Retail Estates NL | ||
| 11 | Zwolle Invest | ||
| 111 | |||
| 817 | total number of properties |
|112
This report covers 343 premises 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 update as of 31 March 2018, which covers the portfolio of Retail Estates + Distri-Land + Finsbury Properties. 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 situation of the building. On the basis of a representative sample of the properties on the Belgian market, the average transfer cost has been found to equal 2.50% (for buildings with a value higher than EUR 2,500,000 over the 2013, 2014, 2015 and Q1 2016 period).
In case of buildings with a value higher than EUR 2,500,000, we determine the sale value excluding costs corresponding with the fair value as set by the international accounting standard IAS 40 by subtracting 2.50% from the investment value for transfer costs. The different properties are considered as a portfolio in this context.
Our "investment value" is based on capitalisation with a gross initial yield of the passing rent, taking into account possible corrections like 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 on the moment of the valuation.
In order to calculate the investment value of the retail park in Tongeren and the Distri-Land portfolio, we have capitalised the relevant adjusted market rent. 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 this is not the case, the adjusted market rent is equal to the market
rent. In addition, adjustments are made for the difference in the current rent and the (adjusted) market rent.
The portfolio of Retail Estates nv (incl. Tongeren) has an investment value of EUR 498.75 million (incl. corrections) and a fair value of EUR 486.59 million as per 31.03.2018. The investment value increased by 7.7% versus the previous quarter. This gives a 6.58% yield for Retail Estates.
The portfolio of Immobilière Distri-Land nv has an investment value of EUR 19.69 million (incl. corrections) and a fair value of EUR 19.21 million as per 31.03.2018. The investment value has remained stable versus the previous quarter. This gives a 6.61% yield for Immobilière Distri-Land nv.
The portfolio of Finsbury Properties nv has an investment value of EUR 10.61 million (incl. corrections) and a fair value of EUR 10.36 million as per 31.03.2018. This gives a 6.89% yield for Finsbury Properties."
The CBRE report was published on 31 March 2018 and covers 328 real estate properties belonging to Retail Estates nv and its subsidiaries. The investment value of these real estate properties is estimated at EUR 571.47 million and the fair value at EUR 557.53 million. These properties account for a rental income of EUR 37.74 million, which represents a gross yield of 6.60%.
The Stadim report was published on 31 March 2018 and covers a semilogistics complex. The investment
value of these real estate properties is estimated at EUR 4.76 million and the fair value at EUR 4.64 million. These properties account for a rental income of EUR 0.33 million, which represents a gross yield of 6.82%.
The Cushman & Wakefield report was published on 31 March 2018 and covers 83 real estate properties belonging to Retail Estates nv and its subsidiaries. The investment value of these real estate properties is estimated at EUR 218.00 million and the fair value at EUR 205.48 million. These properties account for a rental income of EUR 14.44 million, which represents a gross yield of 7.03%.
The CBRE report was published on 31 March 2018 and covers 59 real estate properties belonging to Retail Estates nv and its subsidiaries. The investment value of these real estate properties is estimated at EUR 78.73 million and the fair value at EUR 73.59 million. These properties account for a rental income of EUR 6.12 million, which represents a gross yield of 8.31%.
| O1 CONSOLIDATED INCOME STATEMENT | 116 | |
|---|---|---|
| O2 | Consolidated balance sheet | 118 |
| O3 Consolidated statement of changes in shareholders' equity |
120 | |
| O4 | Consolidated cash flow statement | 124 |
| O5 | Key performance indicators | 126 |
| O6 Notes to the consolidated annual accounts | 127 | |
| O7 | Other notes | 138 |
| O8 | Verslag van de Commissaris | 166 |
| O9 | Statutory income statement | 170 |
| 10 | Statutory balance sheet | 174 |
| 11 Statutory statement of changes in shareholders' equity |
176 | |
| 12 | Statutory appropriation of result | 180 |
| 13 | Statement on responsibilities | 181 |
| INCOME STATEMENT (in EUR 000) | Notes | 31.03.18 | 31.03.17 |
|---|---|---|---|
| Rental income | 1 | 78 046 | 66 561 |
| Rental related expenses | 2 | -198 | -537 |
| Net rental income | 77 848 | 66 024 | |
| Recovery of property expenses | |||
| Recovery of rental charges and taxes normally payable by tenants on let properties |
3 | 7 567 | 6 400 |
| Rental charges and taxes normally payable by tenants on let properties |
4 | -8 498 | -6 851 |
| Other rental related income and expenses | -41 | -108 | |
| Property result | 76 876 | 65 465 | |
| Technical costs | 5 | -2 948 | -2 237 |
| Commercial costs | 6 | -618 | -508 |
| Charges and taxes on unlet properties | 7 | -408 | -339 |
| Property management costs | 8 | -2 158 | -1 912 |
| Other property costs | 9 | 8 | 56 |
| Property costs | -6 124 | -4 940 | |
| Operating property result | 70 752 | 60 525 | |
| Operating corporate costs | 10 | -4 518 | -2 941 |
| Other current operating income and expenses | |||
| Operating result before result on portfolio | 66 234 | 57 584 | |
| Result on disposals of investment properties | 11 | 92 | 279 |
| Result on sales of other non-financial assets | |||
| Changes in fair value of investment properties | 12 | -2 505 | 13 754 |
| Other result on portfolio | 1 106 | -144 | |
| Operating result | 64 927 | 71 473 | |
| Financial income | 13 | 70 | 61 |
| Net interest charges | 14 | -17 379 | -18 274 |
| Changes in the fair value of financial assets and liabilities | 35 | 101 | -869 |
| Other financial charges | 15 | -60 | 18 |
| INCOME STATEMENT (in EUR 000) | Notes | 31.03.18 | 31.03.17 |
|---|---|---|---|
| Financial result | -17 268 | -19 064 | |
| Result before taxes | 47 659 | 52 409 | |
| Taxes | 16 | -964 | -273 |
| Net result | 46 695 | 52 136 | |
| Attributable to: | |||
| Shareholders of the Group | 46 695 | 52 136 | |
| Minority interests | |||
| Note: | |||
| EPRA earnings (share Group)1 | 47 901 | 39 115 | |
| Result on portfolio | -1 307 | 13 889 | |
| Changes in fair value of financial assets and liabilities | 101 | -869 |
| Attributable to: |
|---|
| Minority interests |
| Note: |
| RESULT PER SHARE | Notes | 31.03.18 | 31.03.17 |
|---|---|---|---|
| Number of ordinary shares in circulation | 17 | 9 489 661 | 9 008 208 |
| Weighted average number of shares | 17 | 9 331 494 | 8 907 915 |
| Net profit per ordinary share (in EUR )2 | 5.00 | 5.85 | |
| Diluted net profit per share (in EUR ) | 5.00 | 5.85 | |
| 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.
| n e s ٠ × ۰. × ٧ |
|
|---|---|
| --------------------------------- | -- |
| Statement of other comprehensive income (in EUR 000) | 31.03.18 | 31.03.17 |
|---|---|---|
| Net result | 46 695 | 52 136 |
| Other components of other comprehensive income, recyclable in income statements: |
||
| Impact on the fair value of estimated transaction rights and costs resulting from the hypothetical disposal of investment properties |
0 | -1 761 |
| Changes in the fair value of authorised hedging instruments qualifying for hedge accounting as defined by IFRS |
5 365 | 9 870 |
| OTHER COMPREHENSIVE INCOME | 52 060 | 60 245 |
| ASSETS (in EUR 000) | 31.03.18 | 31.03.17 |
|---|---|---|
| Non-current assets | 1 354 397 | 1 075 389 |
| Goodwill | ||
| Intangible non-current assets | 115 | 346 |
| Investment properties3 | 1 349 367 | 1 071 361 |
| Other tangible non-current assets | 2 119 | 2 134 |
| Financial non-current assets | ||
| Finance lease receivables | 1 030 | 1 030 |
| Trade receivables and other non-current assets | 1 767 | 518 |
| Deferred taxes | 1 249 | |
| Other | 518 | 518 |
| Current assets | 39 776 | 11 948 |
| Non-current assets or groups of assets held for sale | 29 201 | 5 691 |
| Trade receivables | 3 533 | 938 |
| Tax receivables and other current assets | 2 281 | 3 160 |
| Cash and cash equivalents | 3 389 | 978 |
| Deferred charges and accrued income | 1 371 | 1 181 |
| TOTAL ASSETS | 1 394 173 | 1 087 338 |
3 Including project developments (IAS 40).
| SHAREHOLDERS' EQUITY AND LIABILITIES (in EUR 000) | Notes | 31.03.18 | 31.03.17 | |
|---|---|---|---|---|
| Shareholders' equity | 568 332 | 514 970 | ||
| Shareholders' equity attributable to the | ||||
| shareholders of the parent company | 568 332 | 514 970 | ||
| Capital | 27 | 208 205 | 197 603 | |
| Issue premiums | 28 | 177 990 | 157 529 | |
| Reserves | 135 442 | 107 702 | ||
| Net result of the financial year | 46 695 | 52 136 | ||
| Minority interests |
| SHAREHOLDERS' EQUITY AND LIABILITIES (in EUR 000) | Notes | 31.03.18 | 31.03.17 |
|---|---|---|---|
| Liabilities | 825 841 | 572 369 | |
| Non-current liabilities | 766 518 | 511 226 | |
| Provisions | |||
| Non-current financial debts | 34/35 | 746 000 | 485 330 |
| Credit institutions | 661 494 | 400 910 | |
| Long term financial lease | |||
| Bonds | 84 506 | 84 420 | |
| Other non-current financial liabilities | 30/35 | 20 518 | 25 896 |
| Current liabilities | 59 323 | 61 143 | |
| Current financial debts | 34/35 | 36 384 | 30 909 |
| Credit institutions | 36 384 | 30 909 | |
| Short term financial lease | |||
| Trade debts and other current debts | 31 | 12 800 | 11 976 |
| Exit tax | 1 067 | 4 327 | |
| Other | 11 733 | 7 649 | |
| Other current liabilities | 32 | 620 | 11 504 |
| Accrued charges and deferred income | 33 | 9 519 | 6 754 |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 1 394 173 | 1 087 338 |
| 31.03.17 |
|---|
| 31.03.18 |
| Debt ratio4 | 57,57% | 50,26% |
|---|---|---|
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).
| 81.03.17 | |||
|---|---|---|---|
| Net result of | TOTAL | ||||
|---|---|---|---|---|---|
| STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (in EUR 000) | Capital ordinary shares | Issue premiums | Reserves* | the financial year | Shareholders' Equity |
| Balance according to IFRS on 31 March 2016 | 194 545 | 151 499 | 86 093 | 42 035 | 474 170 |
| - Net appropriation of profits 2016-2017 | |||||
| - Transfer of portfolio result to reserves | 5 221 | -5 221 | |||
| - Transfer of EPRA earnings to reserves | 8 442 | -8 442 | |||
| - Reclassification between reserves | |||||
| - Dividends of the financial year 2015-2016 | -28 372 | -28 372 | |||
| - Capital increase | |||||
| - Capital increase through contribution in kind | 3 193 | 6 030 | 9 223 | ||
| - Costs of capital increase | -134 | -134 | |||
| - Other | -160 | -160 | |||
| - Other comprehensive income 31/03/2017 | 8 109 | 52 136 | 60 245 | ||
| Balance according to IFRS on 31 March 2017 | 197 603 | 157 529 | 107 705 | 52 136 | 514 970 |
| - Net appropriation of profits 2017-2018 | |||||
| - Transfer of portfolio result to reserves | 13 610 | -13 610 | |||
| - Transfer of portfolio result to reserves | -869 | 869 | |||
| - Transfer of EPRA earnings to reserves | 9 668 | -9 668 | |||
| - Reclassification between reserves | |||||
| - Dividends of the financial year 2016-2017 | -29 727 | -29 727 | |||
| - Capital increase | |||||
| - Capital increase through contribution in kind | 10 833 | 20 462 | 31 295 | ||
| - Costs of capital increase | -231 | -231 | |||
| - Other | -37 | -37 | |||
| - Other comprehensive income 31/03/2018 | 5 365 | 46 695 | 52 060 | ||
| Balance according to IFRS on 31 March 2018 | 208 205 | 177 990 | 135 442 | 46 695 | 568 332 |
| * Detail of the reserves (in EUR 000) | Reserve for the positive/negative balance of changes in the fair value of real estate |
Impact on the fair value of estimated transfer rights and costs resulting from the hypothetical disposal |
Changes in the effective part of the fair value of authorised hedging instruments qualifying for hedge accounting |
Changes in the effective part of the fair value of authorised hedging instruments are not subjected to qualify for hedge accounting |
Results carried forward from previous |
|||
|---|---|---|---|---|---|---|---|---|
| Legal reserve | properties | Available reserves | of investment properties | as defined by IFRS | as defined by IFRS | financial years | TOTAL | |
| Balance according to IFRS on 31 March 2016 | 1 074 | 91 728 | 11 972 | -24 942 | -5 556 | -17 604 | 29 419 | 86 091 |
| - Net appropriation of profits 2016-2017 | ||||||||
| - Transfer of portfolio result to reserves | 10 216 | -4 995 | 5 221 | |||||
| - Transfer of EPRA earnings to reserves | 8 442 | 8 442 | ||||||
| - Reclassification between reserves | -942 | -499 | 1 441 | |||||
| - Capital increase through contribution in kind | 0 | |||||||
| - Costs of capital increase | ||||||||
| - Other | -160 | -160 | ||||||
| - Other comprehensive income 31/03/2017 | -1 761 | 1 524 | 8 346 | 8 109 | ||||
| Balance according to IFRS on 31 March 2017 | 133 | 101 285 | 13 413 | -26 703 | -4 032 | -14 253 | 37 861 | 107 705 |
| - Net appropriation of profits 2017-2018 | ||||||||
| - Transfer of portfolio result to reserves | 13 610 | 13 610 | ||||||
| - Transfer of portfolio result to reserves | -869 | -869 | ||||||
| - Transfer of EPRA earnings to reserves | 9 668 | 9 668 | ||||||
| - Reclassification between reserves | -129 | -1 522 | 1 651 | 0 | ||||
| - Capital increase through contribution in kind | ||||||||
| - Costs of capital increase | ||||||||
| - Other | 51 | 92 | -180 | -37 | ||||
| - Other comprehensive income 31/03/2018 | 1 233 | 4 132 | 5 365 | |||||
| Balance according to IFRS on 31 March 2018 | 55 | 113 373 | 15 064 | -26 611 | -2 799 | -10 990 | 47 349 | 135 442 |
| CASH-FLOW STATEMENT (in EUR 000) | Notes | 31.03.18 | 31.03.17 |
|---|---|---|---|
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE FINANCIAL YEAR | 978 | 1.315 | |
| 1. Cash-flow from operating activities | 50 197 | 33.445 | |
| Operating result | 64 927 | 71.473 | |
| Interest paid | -16 493 | -16.699 | |
| Interest received | 5 | ||
| Corporate taxes paid | -3 468 | -15.444 | |
| Corporate taxes received | 494 | 308 | |
| Other | 1 234 | 12.493 | |
| Non-cash elements to be added to / deducted from the result: | 1 876 | -12.476 | |
| * Depreciations and impairments | |||
| - Depreciations / Impairments (or write backs) on tangible and intangible assets |
683 | 257 | |
| - Depreciations / Impairments (or write | |||
| backs) on trade receivables | -13 | 288 | |
| * Other non-cash elements | |||
| - Changes in the fair value of investment properties | 11 | 2 505 | -13.754 |
| - Profit on disposal of investment properties | 12 | -92 | -279 |
| - Other result on portfolio | -1 106 | 144 | |
| - Changes in the fair value of financial assets and liabilities | -101 | 868 | |
| * Other | |||
| Change in working capital requirements: | 1 627 | -6.215 | |
| * Movement of assets | |||
| - Trade receivables and other receivables | -2 590 | 238 | |
| - Tax receivables and other current assets | 861 | -1.715 | |
| - Deferred charges and accrued income | -186 | -424 | |
| - Long-term assets | -1.538 | ||
| * Movement of liabilities | |||
| - Trade debts and other current debts | 820 | -14.502 | |
| - Other current liabilities | -9 | 11.089 | |
| - Accrued charges and deferred income | 2 731 | 637 |
| CASH-FLOW STATEMENT (in EUR 000) | Notes | 31.03.18 | 31.03.17 |
|---|---|---|---|
| 2. Cash-flow from investment activities | -282 392 | -37.274 | |
| Purchase of intangible assets | -86 | -288 | |
| Purchase of investment properties | -288 257 | -8.218 | |
| Disposal of investment properties and assets held for sale | 7 635 | 9.459 | |
| Acquisition of shares of real estate companies | -1 193 | -37.481 | |
| Disposal of shares of real estate companies | |||
| Purchase of other tangible assets | -361 | -762 | |
| Disposal of other tangible assets | 12 | 16 | |
| Disposal of non-current financial assets | |||
| Income from trade receivables and other non-current assets | -142 | ||
| 3. Cash-flow from financing activities | 234 605 | 3.492 | |
| * Change in financial liabilities and financial debts | |||
| - Increase in financial debts | 34 | 316 364 | 236.977 |
| - Decrease in financial debts | 34 | -51 886 | -204.886 |
| * Change in other liabilities | |||
| - Increase (+) / Decrease (-) in other liabilities | 86 | 66 | |
| * Change in shareholders' equity | |||
| - Capital increase and issue premiums | |||
| - Costs of capital increase | changes in shareholders' equity | -231 | -133 |
| - Other | -160 | ||
| * Dividend | |||
| - Dividend for the previous financial year | 19 | -29 728 | -28.372 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE FINANCIAL YEAR | 3 389 | 978 |
| EPRA earnings per share (in EUR ) | 31.03.2018 | 31.03.2017 |
|---|---|---|
| EPRA earnings (attributable to the shareholders of the parent company) | 47 900 | 39 115 |
| Number of ordinary shares in circulation | 9 489 661 | 9 008 208 |
| Weighted average number of shares | 9 331 494 | 8 907 915 |
| EPRA earnings per share (in EUR )5 | 5,13 | 4,39 |
| EPRA earnings per share (in EUR ) - diluted | 5,13 | 4,39 |
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 (11.387.593 shares after the capital increase of 27 April 2018), the EPRA earnings per share amounts to EUR 4,21 EUR at 31.03.2018 versus EUR 4.34 at 31.03.2017.
| NET ASSET VALUE PER SHARE (in EUR ) - SHARE GROUP 31.03.2018 |
||
|---|---|---|
| Net asset value per share IFRS6 | 59,89 | 57,17 |
| EPRA NAV per share7 | 61,33 | 59,29 |
| Net asset value per share (investment value) excl. dividend excl. | ||
| the fair value of authorised hedging instruments8 | 61,73 | 58,96 |
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 NAV is calculated as follows: shareholders' equity (excluding the fair value of authorised hedging instruments) divided by the number of shares. 8 For the definition and purpose of this alternative performance measure, we refer to the Lexicon (p.212 ff.)
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 2018 comprise Retail Estates nv and its subsidiaries (the "Group"). The annual accounts were approved by the board of directors on 18 May 2018 and will be submitted for approval to the annual shareholders' meeting on 23 July 2018.
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.
When determining the fair value of the investment properties in accordance with IFRS 13 Fair Value Measurement, the independent real estate expert deducts an estimated amount of transaction costs from these investment properties. Until 31 March 2017, the impact on the fair value of investment properties as a result of these estimated transaction costs resulting from the hypothetical disposal of investment properties was processed directly in the shareholders' equity on the account "Impact on
fair value of estimated transaction costs resulting from the hypothetical disposal of investment properties", as explicitly provided by the aforementioned legislation. As from 1 April 2017, the impact on the fair value of investment properties as a result of deduction of these estimated transaction costs resulting from the hypothetical disposal of investment properties is immediately included in the result. Within this scope, an amount of -EUR 18.18 million was included in the results as per 31 March 2018. This amount is mainly linked to acquisitions in the Netherlands.
Active and/or passive latent taxes are recorded within the scope of the financial time differences between local accounting and the consolidated figures. These taxes are included in 'other result on portfolio'. For the rest, these consolidated annual accounts were drawn up on the basis of the same accounting policies and calculation methods that were used for the consolidated annual accounts of 31 March 2017.
Corporate transactions of the past financial year 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 have been fully consolidated. Please refer to note 41 for more information on this matter.
The following standards as amended by the IASB and the following interpretations as issued by the IFRIC are applicable to the current period but have no effect on the presentation, the notes or the financial results of the Group.
The following interpretation and amendments to standards are mandatory for the first time for the financial year beginning on 1 January 2017 and have been approved by the EU:
The following amendments and annual improvements to standards are mandatory for the first time for the financial year beginning 1 January 2017 (however not yet subjected to EU endorsement):
• Annual improvements 2014-2016 applicable to three standards of which changes on IFRS 1 and IAS 28 are applicable as of 1 January 2018 and changes on IFRS 12 are applicable as of 1 January 2017. The improvements that will be applicable as of 1 January 2017 concerns:
• IFRS 12,'Disclosure of interests in other entities' regarding clarification of the scope of the standard (these amendments should be applied retrospectively for annual periods beginning on or after 1 January 2017).
The following standards and amendments to standards are mandatory since the financial year beginning 1 January 2016 (however not yet subjected to EU endorsement):
• IFRS 14 'Regulatory deferral accounts', effective for annual periods beginning on or after 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 European Commission has decided not to launch the endorsement process of this interim standard and to wait for the final standard.
• Amendments to IFRS 10, 'Consolidated financial statements' and IAS 28,'Investments in associates and joint ventures', for which the effective date still has to be determined. These amendments address an inconsistency between the requirements in IFRS 10 and those in IAS 28 in dealing with the sale or contribution of assets between an investor and its associate or joint venture. The main consequence of the amendments is that a full gain or loss is recognised when a transaction involves a business (whether it is housed in a subsidiary or not). A partial gain or loss is recognised when a transaction involves assets that do not constitute a business, even if these assets are housed in a subsidiary. This amendment has been deferred indefinitely.
The following new standards and amendments to standards have been issued, but are not mandatory for the first time for the financial year beginning 1 January 2017 and have been endorsed by the European Union: • IFRS 16 'Leases' (effective 1 January 2019). This standard replaces the current guidance in IAS 17 and is a far reaching change in accounting by lessees in particular. Under IAS 17, lessees were required to make a distinction between a finance lease (on balance sheet) and an operating lease (off balance sheet). IFRS 16 requires lessees to recognise a lease liability reflecting future lease payments and a 'right-of-use asset' for virtually all lease contracts. For lessors, the accounting stays almost the same. However, as the IASB has updated the guidance on the definition of a lease (as well as the guidance on the combination and separation of contracts), lessors will also be affected by the new standard. Under IFRS 16, a contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
• IFRS 9 'Financial instruments', effective for annual periods beginning on or after 1 January 2018. The standard addresses the classification, measurement, derecognition of financial assets and financial liabilities and general hedge accounting. IFRS 9 was published by the IASB in july 2014 and is accepted by the EU in November 2016. IFRS 9 replaces for a great extent IAS 39 – Financial instrument: Recognition and measurement. Based on the anlysis of Retail Estates' situation on 31 march 2018 is expected that IFRS 9 will have no material impact on the consolidated annual accounts. With regard to exceptional losses
of financial assets measured at amortised cost, trade receivables and financial leasing receivables included, the initial application of the expected credit loss model in IFRS 9 will result in an earlier recognition of credit losses compared to the actual applied loss model under IAS 39. Taken into account the relatively limited amount of outstanding receivables en financial leasing receivables, together with the associated low credit risk, Retail Estates expect the impact on the annual accounts as limited.
• IFRS 15 'Revenue from contracts with customers'. The standard will improve comparability of the top line in financial statements globally. Companies using IFRS will be required to apply the revenue standard for annual periods beginning on or after 1 January 2018. IFRS 15 foresees a unique and eveything encompassed model of principles an entuty should apply for the accounting threatment of revenues arising from a contract with a customer. This new standard, when entry into force, will replace IAS 18 with regard to revenues from sales of goods and services and also IAS 11 with regar to construction contracts. It is not expected that IFRS 15 will have a material impact on the consolidate accounts of Retail Estates given that the lease agreements, which represent the main source of revenues for Retail Estates, are not in scope of IFRS 15. The principles of IFRS 15 however apply on nonleasingcomponents that might
be included in lease agreements or in seperate agreements, as for example maintenance services invoiced to tenants. Taken into account that such non-leasing components are relatively limited in amount en mostly relates to services that are recognised over the period of the contract under IAS 18 and IFRS 15, Retail Estates expect no material impact.
• Amendments to IFRS 15, 'Revenue from contracts with customers' - Clarifications (effective 1 January 2018). These amendments compromise clarification guidance on identifying performance obligations, accounting for licences of intellectual property and the principle versus agent assessment. The amendment also includes more illustrative examples.
• Amendments to IFRS 4: Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts (effective 1 January 2018): These amendments introduce two approaches: an overlay approach and a deferral approach. The amended standard will:
o give all companies that issue insurance contracts the option to recognise in other comprehensive income, rather than profit or loss, the volatility that could arise when IFRS 9 is applied before the new insurance contracts standard is issued; and o give companies whose activities are predominantly connected with insurance an optional
temporary exemption from applying IFRS 9 until 2021. The entities that defer the application of IFRS 9 will continue to apply the existing financial instruments standard—IAS 39.
The following new standards, amendments and interpretation to standards have been issued, but are not mandatory for the first time for the financial year beginning 1 January 2017 and have not been endorsed by the European Union:
•
Amendments to IAS 40, 'Investment property' relating to transfers of investment property (effective 1 January 2018): The amendment clarifies that to transfer to, or from, investment properties there must be a change in use. To conclude if a property has changed use there should be an assessment of whether the property meets the definition. This change must be supported by evidence.
• IFRIC 22,' Foreign currency transactions and advance consideration (effective 1 January 2018): 'This IFRIC addresses foreign currency transactions or parts of transactions where there is consideration that is denominated or priced in a foreign currency. The interpretation provides guidance for when a single payment/receipt is made as well as for situations where multiple payments/receipts are made. The guidance aims to reduce diversity in practice.
• IFRIC 23, 'Uncertainty over income tax treatments' (effective 1 January 2019). This interpretation clarifies the accounting for uncertainties in income taxes. The interpretation is to be applied to the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates, when there is uncertainty over income tax treatments under IAS 12.
'Prepayment features with negative compensation' (effective 1 January 2019). An amendment
to allow companies to measure particular prepayable financial assets with so-called negative compensation at amortised cost or at fair value through other comprehensive income if a specified condition is met—instead of at fair value through profit or loss, because they would otherwise fail the SPPI-test. In addition, this amendment clarifies an aspect of the accounting for financial liabilities following a modification.
measuring an associate or joint venture at fair value.
The financial information is drawn up in euro (EUR / EUR ), and is rounded off to the nearest thousand. The
companies of the Group also do their accounting in euro (EUR / EUR ).
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 her variable cash flows by controlling the subsidiary.
In order to apply the full consolidation method to certificates, it is not only required to control the issuing company but also to own 75% of the number of certificates issued. In this case, the company acknowledges a debt towards the holders of certificates for the real estate certificates not owned by the company.
Foreign currency conversion 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 are deducted from equity. The contributed properties are valued at contribution value at initial recognition.
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 defined as the estimated amount for which an asset could be exchanged between knowledgeable, willing parties in an arm's length transaction. An estimated transaction cost is subsequently deducted from this value. This ensures that the fair value of the asset is obtained in accordance with the provisions of IFRS 13. The estimated amount of the transaction costs is immediately deducted from the results at initial recognition.
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 at the time of 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:
transformations are occasional projects that add an additional function to the building or considerably improve the existing comfort so as to increase the rental price and/or rental value. These costs relate to materials, fees, contacting works and the like. Internal management and supervisory costs are not capitalised. As soon as they have commenced, such works are included in the assessed value of the building in question (initially on a provisional basis and then definitively following a visit by the real estate expert). Any works that remain to be done are deducted from the valuation. Once these works have been completed, the costs are capitalised and hence added to the fair value
of the investment properties.
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 revised IAS 40 standard, project developments are included in the investment properties. If purchased, they are valued at the acquisition value, including incidental
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 or until they have been contracted, licensed and rented (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 project 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:
| - Facilities, machinery and | |
|---|---|
| equipment | 20% |
| - Furniture | 10% |
| - Vehicles | 20-33% |
| - IT equipment | 33% |
| - Standard software | 33% |
| - Tailor-made software | 20-25% |
| - Own use properties | 3% |
Leased equipment is depreciated over the contractual period of the lease.
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 noncurrent 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 writedown 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.
"Distri-Land" real estate certificates) 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:
a) the fair value of the immovable properties owned by the issuer by analogy with the valuation of the company's own real properties. This is done on the basis of a periodic valuation by a real estate expert hired jointly by Retail Estates nv and Immobilière Distri-Land nv. Where one or more buildings are sold by the real estate certificate issuer, the sale
price shall be used as valuation until the distribution of the sale's proceeds;
b) the contractual rights of the holder of the real estate certificate in compliance with the prospectus that was published at the time of issue of the real estate certificate.
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 Belgian RREC Act of 12 May 2014.
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 2018, the value of the investment properties related to the Distri-Land certificates amounts to EUR 15.31 million (EUR 14.04 million on 31 March 2017) compared to a
total portfolio of EUR 1,349.37 million.
in the issuer's portfolio is sold, the following applies:
the net proceeds, after retention of any tax withholding liability, are only recognised as realised capital gains in Retail Estates nv's accounts equal to the amount of the difference between the fair 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 these 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 immovable properties for which the book value will primarily be realised by the sale of the assets and not by further letting. Just like the investment properties (see above), these assets are recognised at fair value, which is equal to investment value less transaction fees.
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' equity. Purchased own shares are presented as a decrease in the total shareholders' equity.
Dividends are included in the result carried forward until they are approved by the shareholders' meeting.
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 interestbearing 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.
The Group has written put options relating to certain noncontrolling interests in fully consolidated subsidiaries. The exercise price of the option may be fixed or can be determined on the basis of a pre-set formula and the options can be exercised at any time or on a fixed date.
In accordance with IAS 32, the Group has recognised a financial liability for the remaining amount (exercise price) on the acquisition date. IAS 32 does not offer specific guidelines for the debit side of the entry. Consequently, the group has opted for the anticipated acquisition method in its financial reporting and has set off the non-controlling interest against the financial liability. This is consistent with the fact that any later changes in the fair value of the liability shall be recognised in the income statement instead of in shareholders' equity in accordance with IAS 39.
Retail Estates nv provides a defined contribution pension scheme for its employees and directors. This scheme was entrusted to a fund that is independent from the company (for the directors). The plan for employees is largely handled via the joint committee.
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 receivables and write-backs of impairment losses on receivables.
The recovery of property expenses includes the revenue obtained from charging costs for major repairs and maintenance.
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 entered into 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 entered into 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 covered by the insurance
Rounding off to the nearest thousand can bring about discrepancies between the balance sheet and the income statement and the details presented below.
The rise in rental income is mainly due to the growth of the real estate portfolio.
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 EUR 000) | 31.03.18 | 31.03.17 |
|---|---|---|
| Within one year | 91 951 | 69 096 |
|---|---|---|
| Between one and five year(s) | 312 411 | 244 856 |
| Within more than five years | 382 942 | 374 736 |
This does not alter the existing theoretical risk that all (Belgian) tenants may use their legal termination option at the end of the current three-year period, in which case all retail units will be empty within 3 years and 6 months. Over the past three years, leases were renewed or new leases were concluded for 21.38% of the buildings. For this part of the portfolio, the average rental prices increased from EUR 83.19 to EUR 97.18 per m². The granting of rent-free periods is rather rare in the market of out-of-town retail real estate. In the past three years, and out of a portfolio of 817 properties, a total of 120 months of rent-free periods was granted, which is negligible. No other material incentives are given when closing lease agreements.
The Group concludes commercial rental contracts for its buildings in Belgium for a minimum period of 9 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 due 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, excluding normal wear and tear. The lessee is not entitled to transfer the present 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.
| Note 2 | ||
|---|---|---|
| Rental-related expenses (in EUR 000) |
31.03.18 | 31.03.17 |
| Rent payable for hired | ||
| assets and lease costs | -211 | -249 |
| Impairments on trade receivables | 13 | -288 |
| Total rental-related expenses | -198 | -537 |
| Recovery of charges and taxes normally payable by tenants on let properties (in EUR 000) |
31.03.18 | 31.03.17 |
|---|---|---|
| Recharging of rental charges borne by the owner |
2 788 | 1 772 |
| Recharging of real estate taxes and taxes on let properties |
4 779 | 4 628 |
| Total recovery of charges and taxes normally payable by tenants on let properties |
7 567 | 6 400 |
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 provide 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 in the income statement, except when related to items recognised directly in shareholders' equity, in which case it is recognised 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.
Evolution of the interest rates 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, 79.74% 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 2.62%.
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 79.74% 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 the customers account for at least 10% of the total rental income.
| Note 4 | ||
|---|---|---|
| Charges normally payable by tenants on let properties (in EUR 000) |
31.03.18 | 31.03.17 |
| Rental charges borne | ||
| by the owner | -3 226 | -1 989 |
| Real estate taxes and | ||
| taxes on let properties | -5 272 | -4 862 |
| Total charges normally payable | ||
| by tenants on let properties | -8 498 | -6 851 |
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.
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 EUR 724.25 million. This amount represents 53.51% of the fair value of the real estate on the same date (EUR 1,349.37 million). The cover is limited to an amount determined by Retail Estates on the basis of the new building value.
| Insurance | 31.03.18 |
|---|---|
| Insurance premiums | 743 |
| Percentage of fair value covered by insurance | 53,51 |
Grounds should not be covered by the insurance.
| Technical costs (in EUR 000) | 31.03.18 | 31.03.17 |
|---|---|---|
| Recurrent technical costs | -2 361 | -1 769 |
| Structural maintenance | -2 361 | -1 769 |
| Non-recurrent technical costs | -587 | -469 |
| Occasional maintenance | -563 | -466 |
| Claim events covered by in | ||
| surance companies | -146 | -202 |
| Compensations received | ||
| from insurance companies | 122 | 199 |
| Total technical costs | -2 948 | -2 237 |
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.
| Commercial costs (in EUR 000) | 31.03.18 | 31.03.17 |
|---|---|---|
| Brokers' commissions | -47 | -57 |
| Publicity related to the properties | -130 | -37 |
| Lawyers' fees and legal costs | -252 | -261 |
| Other | -189 | -153 |
| Total commercial costs | -618 | -508 |
Commercial costs mainly concern marketing events for the retail parks and fees for lease renewal negotiations and the preparation of socioeconomic permit applications.
| Charges and taxes on unlet properties (in EUR 000) |
31.03.18 | 31.03.17 |
|---|---|---|
| Vacancy charges of | ||
| the financial year | -239 | -204 |
| Property tax on vacant buildings | -169 | -135 |
| Total charges and taxes | ||
| on unlet properties | -408 | -339 |
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, as well as properties under development (mainly property tax). On 31 March 2018, the cost for vacant property was 0.52% of the rental income received, compared to 0.51% on 31 March 2017.
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.
| Management costs (in EUR 000) - Internal property |
||
|---|---|---|
| management costs | 31.03.18 | 31.03.17 |
| Office charges | -227 | -143 |
| IT | -180 | -91 |
| Other | -47 | -52 |
| Housing costs | -128 | -35 |
| Fees to third parties | -151 | -126 |
| Public relations, communication | ||
| and advertising | -18 | -21 |
| Personnel expenses | -1 636 | -1 466 |
| Salaries | -925 | -1 004 |
| Social security | -208 | -190 |
| Pensions and collective | ||
| insurances | -34 | -50 |
| Other | -469 | -222 |
| Management fees received from tenants |
3 | 24 |
|---|---|---|
| Taxes and legal costs | ||
| Depreciation charges on office furniture, IT equipment and software |
-144 | |
| Total property management costs |
-2 158 | -1 912 |
Personnel costs make up most of the management costs. The table below provides an overview of the employee count in FTE.
| (in FTE) | 31.03.18 | 31.03.17 |
|---|---|---|
| Property department | 14,34 | 10,26 |
| Total | 22,40 | 19,60 |
| Average | 20,48 | 18,10 |
| Other propery charges | 31.03.18 | 31.03.17 |
|---|---|---|
| (in EUR 000) | ||
| Other property charges | 8 | 56 |
| Total other property charges | 8 | 56 |
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.
| $-143$ |
|---|
| $-91$ |
| $\frac{-52}{25}$ |
| $-35$ ÷ |
| $-126$ |
| $-21$ |
| 466 |
| 004 -190 |
| $-50$ |
| $-222$ |
| 24 |
| Corporate operating costs (in EUR 000) |
31.03.18 | 31.03.17 |
|---|---|---|
| Office charges | -178 | -122 |
| IT | -139 | -86 |
| Other | -39 | -36 |
| Housing costs | -106 | -33 |
| Fees to third parties | -633 | -284 |
| Recurrent | -222 | -159 |
| - Lawyers | ||
| - Auditors | -179 | -148 |
| - Other | -43 | -11 |
| Non-recurrent | -362 | -68 |
| - Lawyers | -74 | -3 |
| - Notary costs | -13 | -12 |
| - Consultants | -275 | -52 |
| Mergers and acquisitions (other than business combinations) |
-50 | -57 |
| Public relations, communication and advertising |
-247 | -49 |
| Personnel expenses | -1 599 | -904 |
| Management fees | -703 | -204 |
| Salaries | -451 | -367 |
| Social security | -99 | -107 |
| Pensions and collective | ||
| insurances | -59 | -37 |
| Other | -287 | -189 |
| Renumeration of board of directors |
-313 | -334 |
| Taxes and legal costs | -1 442 | -1 215 |
| Total operating costs | -4 518 | -2 941 |
| Result on disposals of investment properties (in EUR 000) |
31.03.18 | 31.03.17 |
|---|---|---|
| Book value of sold real estate properties |
7 543 | 9 437 |
| Net sales price of investment properties (sales price - |
||
| transaction costs) | 7 635 | 9 716 |
| Total benefit or loss on disposals of investment properties |
92 | 279 |
| In the past financial year, properties were divested for | ||
| a net sales price of EUR 7.64 million. A capital gain of |
EUR 0.09 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 EUR 000) |
31.03.18 | 31.03.17 |
|---|---|---|
| Positive change in | ||
| investment properties | 16 567 | 14 400 |
| Negative change in | ||
| investment properties | -19 072 | -646 |
| Total changes in fair value of investment properties |
-2 505 | 13 754 |
Indexations, increases in the yield at top locations and lease renewals at retail parks have positively impacted the fair value.
The negative changes can mainly be explained by the effect of depreciation of transaction costs to determine the fair value of investment properties. As from 1 April 2017, the impact on the fair value of investment properties as a result of depreciation of these estimated transaction costs resulting from the hypothetical disposal of investment properties is immediately included in the result.
| 31.03.18 | 31.03.17 | |
|---|---|---|
| - Other result on portfolio | 1 106 | -144 |
The other result on portfolio mainly relates to active tax latencies related to the financial time differences between local accounting and consolidated figures.
| Financial result (in EUR 000) | 31.03.18 | 31.03.17 |
|---|---|---|
| Collected interests and dividends | 0 | 1 |
| Other | 70 | 60 |
| Total financial result | 70 | 61 |
| Net interest charges (in EUR000) | 31.03.18 | 31.03.17 |
|---|---|---|
| Nominal interest on loans9 | -17 434 | -18 322 |
| Other interest costs10 | 55 | 48 |
| Total net interest charges | -17 379 | -18 274 |
9 Also includes the interests on Interest Rate Swaps (financial instruments). 10 Capitalised interest costs on project developments. The interest rate used is 3,42%.
The weighted average interest rate amounts to 2.62% on 31 March 2018 and 3.42% on 31 March 2017 (after application of the IRS). 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 ratio of interest charges on loans versus rental income received, amounts to 22.39% on 31 March 2018 compared to 27.75% the year before. Please refer to note 35 for an overview of all swaps.
If the hedging instruments concluded are not taken into account, the weighted average interest rate amounts to 1.65%.
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| Note 15 | ||
|---|---|---|
| Other financial charges (in EUR 000) |
31.03.18 | 31.03.17 |
| Bank costs and other commissions |
||
| -60 | 18 | |
| Total other financial charges | -60 | 18 |
| Note 16 | ||
| Corporate income tax (in EUR 000) |
31.03.18 | 31.03.17 |
| Company | -43 | -42 |
| 1. Corporate income tax | -43 | -42 |
| Tax rate of 33.99% | -43 | -42 |
| Previous year tax adjustment | ||
| 2. Exit tax | ||
| Subsidiaries | -921 | -231 |
| 1. Corporate income tax | -1 026 | 260 |
| Current year taxes | -1 026 | 260 |
| Previous year tax adjustment | ||
| 2. Exit tax | 105 | -491 |
| Total corporate income tax | -964 | -273 |
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 12.75% if the respective boards of directors of Retail Estates nv and the subsidiary intend to merge the subsidiary with the public BE-REIT. This rate is expected to increase to 15% as from fiscal year 2020.
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%).
.
| Number of shares | 31.03.18 | 31.03.17 |
|---|---|---|
| Movements of the number of shares |
||
| Number of shares at the beginning of the financial year |
9 008 208 | 8 866 320 |
| Number of shares at the end of the financial year |
9 489 661 9 008 208 | |
| Number of dividend bearing shares |
11 387 593 9 008 208 | |
| Weighted average number of shares for diluted earnings per share |
9 331 494 | 8 907 915 |
On 5 April 2017, a total of 174,404 new shares were issued by contribution of the remaining debt claim relating to the purchase of the shares of the real estate company Hainaut Retail Invest, which owns 25 retail properties spread throughout the province of Hainaut. The new shares have shared in the company's profit as from 1 April 2017.
As indicated in the Investments chapter, the acquisition of the Dutch real estate portfolio was in part realised by issuing new shares. These shares were issued by the board of directors on 29 June 2017 within the context of the authorised capital at an issue price of EUR 65. They will share in the profit as from the start of financial year 2017-2018. As a result of this capital increase, 200,000 shares were issued.
On 29 March 2018, the board of directors issued new shares in the context of the authorised capital. In particular, the following contributions in kind took place following two separate but connected decisions:
Four retail properties located in a retail park at Libramont were contributed for a contribution value of EUR 5.46 million. These properties are let to retail chains JBC, Planet Parfum, Veritas and Pointcarré, and generate a rental income of EUR 0.31 million on an annual basis. Retail Estates had already acquired three retail units in this retail park, out
of a total of 17 retail units that together make up the park.
A total of 83,973 new registered shares were issued at an issue price of EUR 65. These new shares share in the profit of the current financial year, which started on 1 April 2017 and will close on 31 March 2018. They are therefore issued with coupon 25 attached, representing the dividend right for the current financial year. They represent a capital increase by EUR 1,889,425.21 and an issue premium for the balance of EUR 3,568,819.79.
A retail property located along the access road to the Carrefour site at Herstal (Liège) was contributed for a contribution value of EUR 1.5 million. This retail property is let to Krëfel and generates a rental income of EUR 0.10 million. It is adjacent to the Herstal retail cluster, where Retail Estates had already acquired six retail units. All properties are situated along the access road to the hypermarket Carrefour and are easily accessible from the Liège ring road.
A total of 23,076 new registered shares were issued at an issue price of EUR 65. These new shares share in the profit of the current financial year, which started on 1 April 2017 and will close on 31 March 2018. They are therefore issued with coupon 25 attached, representing the dividend right for the current financial year. They represent a capital increase by EUR 519,218.99 and an issue premium for the balance of EUR 980,721.01.
As a result of these capital increases, the total capital of Retail Estates nv amounted to EUR 213,521,069.56 on 31 March 2018, represented by 9,489,661 fully paid ordinary shares.
Calculation of distributable earnings (in EUR 000) - statutory 31.03.18 31.03.17
| Net result | 45 637 | 44 096 |
|---|---|---|
| + Depreciations | 406 | 257 |
| + Impairments | 272 | 426 |
| - Reversal of impairments | -285 | -145 |
| +/- Other non-monetary components |
||
| +/- Result on the disposal of investment properties |
-366 | -279 |
| +/- Changes in fair value of investment properties and project developments |
2 555 | -10 258 |
| +/- Changes in the fair value of financial assets and liabilities |
-101 | 869 |
| ADJUSTED RESULT | 48 118 | 34 966 |
| Net reduction debt | ||
| Distributable result | 48 118 | 34 966 |
earnings (in EUR 000)
| - consolidated | 31.03.18 | 31.03.17 |
|---|---|---|
| Net result | 46 695 | 52 136 |
|---|---|---|
| + Depreciations | 683 | 257 |
| + Impairments | 272 | 433 |
| - Reversal of impairments | -285 | -145 |
| +/- Other non-monetary components |
||
| +/- Result on the disposal of investment properties |
-92 | -279 |
| +/- Changes in fair value of investment properties and project developments |
1 399 | -13 610 |
| +/- Changes in the fair value of financial assets and liabilities |
-101 | 869 |
| ADJUSTED RESULT | 48 571 | 39 661 |
| Net reduction debt | ||
| Distributable result | 48 571 | 39 661 |
The adjusted result is not subject to any further change in respect of potential non-exempt capital gains regarding the sale of investment properties. 80% of the net adjusted result, less net debt reduction during the financial year, must be paid out as calculated in accordance with Article 13 of the RD RECC.
| Calculation of pay-out ratio (in EUR 000) - statutory |
31.03.18 | 31.03.17 |
|---|---|---|
| Ordinary net earnings | 45 637 | 44 096 |
| Diluted net earnings | 45 637 | 44 096 |
| Distributable earnings | 48 118 | 34 966 |
| Minimum profit distribution | 38 494 | 27 973 |
| Proposed gross dividend | 40 995 | 29 727 |
| Pay-out ratio | 85,20% | 85,02% |
| Calculation of pay-out ratio | ||
|---|---|---|
| (in EUR 000) - consolidated | 31.03.18 | 31.03.17 |
| Ordinary net earnings | 46 695 | 52 136 |
| Diluted net earnings | 46 695 | 52 136 |
| Distributable earnings | 48 479 | 39 381 |
| Minimum profit distribution | 38 783 | 31 505 |
| Proposed gross dividend | 40 995 | 29 727 |
| Pay-out ratio | 84,56% | 75,49% |
| Note 20 | ||||
|---|---|---|---|---|
| Intangible non | Other tangible non current assets |
|||
| Investment and amortisation table (in EUR 000) | current assets | |||
| 31.03.18 | 31.03.17 | 31.03.18 | 31.03.17 | |
| Acquisition value | ||||
| Balance at the end of the previous financial year | 1 057 | 768 | 2 925 | 2 232 |
| Acquisitions | 86 | 289 | 370 | 760 |
| Transfers and disposals of assets | -70 | -67 | ||
| Transfers to/from other accounts | ||||
| At the end of the financial year | 1 143 | 1 057 | 3 225 | 2 925 |
| Amortisation and impairment losses | ||||
| Balance at the end of the previous financial year | 710 | 621 | 792 | 678 |
| Balance of acquired companies | 6 | |||
| Amortisation11 | 317 | 89 | 366 | 168 |
| Transfers and disposals of assets | -58 | -54 | ||
| Transfers to/from other accounts | ||||
| At the end of the financial year | 1 027 | 710 | 1 106 | 792 |
| Net book value | 115 | 346 | 2 119 | 2 134 |
11 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.
| Investment and revaluation table (in EUR 000) | Investment properties | Assets held for sale | Total | |||
|---|---|---|---|---|---|---|
| 31.03.18 | 31.03.17 | 31.03.18 | 31.03.17 | 31.03.18 | 31.03.17 | |
| Balance at the end of the previous financial year | 1 071 360 | 1 000 799 | 5 691 | 8 222 | 1 077 051 | 1 009 021 |
| Acquisition through purchase or | ||||||
| contribution real estate companies | 3 166 | 54 029 | 3 166 | 54 029 | ||
| Capitalised interest cost | 35 | 48 | 35 | 48 | ||
| Acquisiton and contribution of | ||||||
| investment properties | 307 874 | 8 785 | 490 | 2 | 308 364 | 8 787 |
| Disposal through sale of real estate companies | 0 | 0 | ||||
| Disposal of investment properties | -1 655 | -5 374 | -5 888 | -3 806 | -7 543 | -9 180 |
| Transfers to assets held for sale | -28 651 | -1 261 | 28 651 | 1 261 | 0 | 0 |
| Other transfers | 0 | 0 | ||||
| Change in fair value (+/-) | -2 762 | 14 334 | 257 | 12 | -2 505 | 14 346 |
| At the end of the financial year | 1 349 367 | 1 071 360 | 29 201 | 5 691 | 1 378 568 | 1 077 051 |
| OTHER INFORMATIONS | ||||||
| Investment value of the property | 1 392 427 | 1 097 917 | 30 929 | 5 837 | 1 423 356 | 1 103 754 |
| Project developments (in EUR 000) |
31.03.18 | 31.03.17 |
|---|---|---|
| Balance at the end of the previous financial year |
18 825 | 11 328 |
| Increase during the financial year | 10 397 | 17 115 |
| Reception during the financial year |
-4 241 | -9 618 |
| At the end of the financial year | 24 981 | 18 825 |
Investments resulting from subsequent expenditure included in the book value of the assets amounted to EUR 1.13 million in financial year 2017-2018. In addition, the company realised EUR 4.24 million from the development of property for its own account and invested EUR 6.9 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
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 accounted for on the basis of appraisal reports drawn up by independent expert real estate appraisers. These reports are based on:
• Information provided by the company, such as current rents, terms and conditions of lease agreements, possible rent reductions, investments etc. This information
originates from the financial and management system of the public BE-REIT and is governed by the company's general monitoring system. • Assumptions and valuation models used by real estate experts. The assumptions mainly relate to the market situation and concern yields and discount rates. They are based on their professional assessment and perception of the market.
The investment value is mostly calculated on the basis of a GIY (gross initial yield) capitalisation of the passing rent, taking into account possible corrections such as estimated market rental value, vacancy, step-rents, rentfree 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 on 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 updating (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 ground rent until the expiry date of this agreement.
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 relative 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.
| Method | 31/03/18 | 31/03/17 | 31/03/16 |
|---|---|---|---|
| BAR-capitalization12 | 5,20%-10,09% | 6% - 10% (6,60%) | |
| (6,64%) | 6%-10% (6,64%) | ||
| DCF13 | 5,8%-9% (6,30%) | 6%-9% (6,12%) | 5,90%-7% (6,17%) |
| Range of contractually due basic annual rent, taking | |||
| into account any corrections such as estimated market | |||
| rental value, vacancy, step-rents, rent-free periods, | 50,82 EUR-156,03 | 65,63-153,53 | 72,57 EUR-154,07 |
| etc. (average ERV / m² BAR - capitalization) 14 | EUR (93,71 EUR) | EUR (96,81 EUR) | EUR (98,29 EUR) |
| Actualisation (Discounted Cash Flow) of the net rental | |||
| income, ie after deduction of the building allowance or | 45,27 EUR – 200 | 50 EUR – 165 | 50 EUR – 165 |
| ground lease payments (average ERV / m² DCF method)15 | EUR (101,61 EUR) | EUR (95,70 EUR) | EUR (93,99 EUR) |
12 The percentage shown concerns the range within which the capitalization rate is located, the amount in brackets being the weighted average return.
13 The percentage shown concerns the range within which the capitalization rate is located, the amount in brackets being the weighted average return.
14 The amount shown concerns the range within which the ERV is located, the amount in brackets being the weighted average ERV.
15 The amount shown concerns the range within which the ERV is located, the amount in brackets being the weighted average ERV.
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: the effect of the increase of the rental income by 1% leads to an increase in the fair value of the portfolio by EUR 11.70 million. The effect of an increase in the yield by 100 bps leads to a decrease in the portfolio's fair value by EUR -173.67 million. The effect of a decrease of the yield by 100 bps leads to an increase in the portfolio's fair value by EUR 233.58 million.
The transfer of ownership of an immovable property is subject to transaction 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 effective percentage of registration taxes varies between 0% and 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 effective taxes for the real estate portfolios of the BE-REITs. For transactions of properties with a value of over EUR 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 EUR 6 billion that took place between 2003 and 2005. As regards transactions involving buildings whose total value is lower than EUR 2.50 million, transaction taxes of 10% to 12.50% are applied depending on the Region in which the premises are located. The decision was taken to revise this percentage if necessary per tranche of 0.5%. In the course of 2016, an update of this calculation was carried out according to the methodology used in 2006 based on a sample of 305 large or institutional transactions (threshold of EUR 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). Experts concluded 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 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. In compliance with the valuation at "fair value" by its real estate valuation appraisers Cushman & Wakefield, CBRE and Stadim, the value of this real estate was reduced by 2.50%, which reflects the expected transaction costs for the disposal of this real estate according to the real estate appraisers. For a detailed description of the valuation rules used by the real estate valuation appraisers Cushman & Wakefield, CBRE and Stadim, please refer to the real estate experts' reports under section 3 of the real estate report above.
During financial year 2017-2018, the company acquired control of two real estate companies for a total amount of EUR 3.17 million. The acquisition of the companies was paid in cash or financed through the issuance of shares. This resulted in an increase in investment properties by EUR 3.43 million, a change in working capital of EUR 0.52 million and an increase in financial and other liabilities by EUR 1.64 million. Disposals during the past financial year resulted in a decrease in investment properties and fixed assets held for sale by EUR 7.54 million.
During financial year 2016-2017, the company acquired control of four real estate companies for a total amount of EUR 29.80 million. The acquisition of the companies was paid in cash or financed through the issuance of shares. This resulted in an increase in investment properties by EUR 55.45 million, a change in working capital of -EUR 5.45 million and an increase in financial and other liabilities by EUR 20.20 million. Disposals during the past financial year resulted in a decrease in investment properties and fixed assets held for sale by EUR 9.18 million.
| Non-current assets or groups of assets held for sale (in EUR 000) |
31.03.18 | 31.03.17 |
|---|---|---|
| Assets held for sale | 29 201 | 5 691 |
| Total assets held for sale | 29 201 | 5 691 |
Recorded under assets held for sale are those assets for which there is an Intention tot sell but the final deed of sale has not yet been executed. These assets are usually sold within a year. The sale is not expected to result in a decrease in value of these assets.
On 31 March 2018, these assets comprise 15 retail properties (fair value: EUR 29.12 million). They mainly concern the retail park in Zwolle.
Note 23
| 31.03.18 | 31.03.17 |
|---|---|
| 4 044 | 2 000 |
| 743 | 142 |
| -1 352 | -1 431 |
| -287 | 4 |
| 223 | 223 |
| 162 | |
| 3 533 | 938 |
Outstanding trade receivables amount to EUR 1.93 million. An amount of EUR 0.16 million relates to the revolving fund and the reserve fund. Taking into account the guarantees obtained – both rental guarantees and the requested bank guarantees - the credit risk concerning trade receivables is limited to approximately 9.86% of the outstanding amount on 31 March 2018, which corresponds to a risk of EUR 0.25 million (after deducting doubtful debtors).
For more details about the Distri-Land coupon we refer to the chapter 'Real estate certificates' in the valuation rules mentioned earlier in this financial report.
| Impairment on doubtful debtors - roll forward (in EUR 000) |
31.03.18 | 31.03.17 |
|---|---|---|
| At the end of the previous | ||
| financial year | -1 430 | -1 192 |
| From acquired companies | ||
| Provisions | -230 | -407 |
| Recoveries | 84 | 128 |
| Write-offs | 224 | 41 |
| At the end of the financial year | -1 352 | -1 430 |
The provision for doubtful debts 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 recorded.
| 31.03.18 | 31.03.17 | |
|---|---|---|
| Due < 30 days | 344 | 164 |
| Due 30-90 days | 351 | 166 |
| Due > 90 days | -178 | -30 |
| Not due | 2 018 | 116 |
| Tax receivables and other | ||
|---|---|---|
| current assets (in EUR 000) | 31.03.18 | 31.03.17 |
| Taxes | ||
|---|---|---|
| VAT receivable | ||
| Witholding tax receivable | 455 | 852 |
| Property tax receivable | 1 752 | 1 867 |
| Salary and social security | ||
| Other | 74 | 441 |
| Total tax receivables and | ||
| other current assets | 2 281 | 3 160 |
| Cash and cash equivalents (in EUR 000) |
31.03.18 | 31.03.17 |
|---|---|---|
| Bank balances | 3 389 | 978 |
| Total cash and cash equivalents | 3 389 | 978 |
| Note 26 | ||
|---|---|---|
| Deferred charges and accrued income (in EUR 000) |
31.03.18 | 31.03.17 |
| Completed, property | ||
| returns not due Rental discounts and rental benefits to be appropriated |
41 | 39 |
| Property costs paid in advance | 597 | 631 |
| Interest and other financial costs paid in advance |
451 | 345 |
| Other | 282 | 166 |
| Total deferred charges and accrued income |
1 371 | 1 181 |
The deferred charges mainly concern insurances and maintenance costs for the ERP software.
| Capital | |||||
|---|---|---|---|---|---|
| Capital evolution | Total remaining | Number | Total | ||
| Capital | capital after the | of shares | number of | ||
| movement | transaction | created | shares | ||
| Date | Transaction | (in EUR 000) | (in EUR 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 | |
| 01/07/2003 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 | |
| 05/11/2004 Partial incorporation of issue premium | 33 250 | 80 294 | - | 3 568 614 | |
| 05/11/2004 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 | ||
| 05/02/2010 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 | |
| 04/07/12 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 | |
| 14/12/16 Contribution in kind | 588 | 202 688 | 26 153 9 008 208 | ||
| 05/04/17 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 |
As per 31 March 2018, the registered capital amounts to EUR 213,521,069.56 and is represented by 9,489,661 shares. There are no preferred shares. Each of these shares grants one voting right at the shareholders' meeting, and these shares represent the denominator for the notification in the context of the transparency declarations.
Following a capital increase in cash and the issuance of 1,897,932 new shares on 27 April 2018, the registered capital amounts to EUR 256,225,278.98 and is represented by 11,387,593 fully paid-up shares as per 27 April 2018. Please refer to note 40 for more information about this transaction.
The difference between the registered 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.
On 25 April 2018, the company completed a capital increase for an amount of EUR 123.4 million by issuing 1,897,932 shares.
Please refer to Article 6 of the articles of association of Retail Estates nv on page 184 of this report.
| Issue premium evolution (in EUR 000) | ||
|---|---|---|
| Date | Transaction | Issue premiums |
| Previous financial year |
157 529 | |
| 5/04/17 | Contribution in kind | 7 412 |
| 29/06/17 | Contribution in kind | 8 499 |
| 29/03/18 | Contribution in kind | 981 |
| 29/03/18 | Contribution in kind | 3 569 |
| Total issue premiums 31/03/2018 | 177 990 |
| ires. | |
|---|---|
| ıts |
Note 29
| Other non-current financial liabilities (in EUR 000) |
31.03.18 | 31.03.17 |
|---|---|---|
| Authorised hedging instruments | ||
| (also refer to note 35) | 13 688 | 19 153 |
| Other | 6 829 | 6 743 |
| Total other non-current | ||
| financial liabilities | 20 517 | 25 896 |
The 'Other' section concerns recognition of the debt towards minority shareholders for the further acquisition of shares in Heerzele nv and Blovan nv not yet owned by Retail Estates nv (also see note 41).
| Trade debts and other current debts (in EUR 000) |
31.03.18 | 31.03.17 |
|---|---|---|
| Exit tax | 1 067 | 4 327 |
| Other | 11 733 | 7 649 |
| Trade debts | 312 | 360 |
| Invoices to be received | 8 404 | 6 212 |
| Taxes payable | 2 606 | 752 |
| Other current debts | 411 | 326 |
| Total trade debts and other current debts |
12 800 | 11 976 |
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 below gives an overview of the evolution of the exit tax owed versus the previous financial year.
| 31.03.18 |
|---|
| 4 327 |
| -464 |
| -2 845 |
| 49 |
| 1 067 |
| Other current liabilities (in EUR 000) |
31.03.18 | 31.03.17 |
|---|---|---|
| Dividends payable | 33 | 33 |
| Other | 586 | 11 471 |
| Total other current liabilities | 619 | 11 504 |
The decrease by EUR 10.86 is explained by the claim for the balance of the price paid (on 05/04/17) for the shares of the company Hainaut Retail Invest.
| Accrued charges and deferred income (in EUR 000) |
31.03.18 | 31.03.17 |
|---|---|---|
| Property returns received in advance |
5 358 | 2 707 |
| Completed, not due interests and other financial costs |
3 292 | 3 138 |
| Other | 869 | 909 |
| Total accrued charges and deferred income |
9 519 | 6 754 |
The deferred revenues mainly concern rents paid in advance.
| Note 34 | ||
|---|---|---|
| Breakdown by due date of credit lines (in EUR 000) |
31.03.18 | 31.03.17 |
| Non-current | ||
| Bilateral loans - variable | ||
| or fixed rate | 661 494 | 400 910 |
| Financial lease | 0 | |
| Bond loan | 84 506 | 84 420 |
| Subtotal | 746 000 | 485 330 |
| Current | ||
| Bilateral loans - variable | ||
| or fixed rate | 36 384 | 30 909 |
| Financial lease | 0 | |
| Subtotal | 36 384 | 30 909 |
| Total | 782 384 | 516 239 |
| Breakdown by maturity of | ||
| non-current financial debts - future interest burden not included (in EUR 000) |
31.03.18 | 31.03.17 |
|---|---|---|
| Between one and two year(s) | 128 517 | 3 929 |
| Between two and five years | 211 187 | 247 755 |
| More than five years | 406 790 | 233 646 |
| Breakdown by the variable or fixed-rate nature of the loans (in EUR 000) |
31.03.18 | 31.03.17 |
|---|---|---|
| Variable rate loans | 539 718 | 343 859 |
| Fixed rate loans | 242 666 | 172 380 |
| 31.03.18 | 31.03.17 |
|---|---|
| Expiring within one year | 100 000 | 0 |
|---|---|---|
| Expiring after one year | 88 237 | 114 600 |
16 35 million of the unused credit lines is used as a backup line for the recorded amounts of the commercial paper program
| Total future interest burden |
||||
|---|---|---|---|---|
| 31.03.18 31.03.17 |
||||
| 17 392 | 15 117 | |||
| 54 992 | 41 808 | |||
| 24 760 | 17 882 | |||
| 97 144 | 74 807 | |||
Over the course of the financial year, financial liabilities increased by a net amount of EUR 266.14 million. New loans were taken out and existing loans were extended for an amount of EUR 318.03 million while other loans expired and were repaid for an amount of EUR 51.88 million.
79.74% 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 2018 and interest covers according to the contracts currently in progress. For the unhedged part of the liabilities for a total of EUR 158.51 million, the Euribor expectations on the date of this report + banking margin were taken into account.
The company has issued 3 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 EUR 22.70 on shareholders' equity and changes in the fair value of financial assets and liabilities. EUR 19.84 million of this amount would be recorded via the profit and loss account and 2.86 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 -EUR 24.07 million on shareholders' equity and changes in the fair value of financial assets and liabilities. -EUR 21.65 million of this amount would be recorded via the profit and loss account and -EUR 2.43 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%.
| 31.03.18 | 31.03.17 | ||||||
|---|---|---|---|---|---|---|---|
| Summary of financial instruments as | Book | Book | |||||
| at closing date (in EUR 000) | Categories | Level | value | Fair value | 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 | 1 767 | 1 767 | 518 | 518 | |
| II. Current assets | |||||||
| Trade receivables and other receivables | A | 2 | 5 814 | 5 814 | 4 098 | 4 098 | |
| Cash and cash equivalents | B | 2 | 3 389 | 3 389 | 978 | 978 | |
| Total financial instruments on the assets side of the balance sheet |
12 000 | 12 000 | 6 624 | 6 624 | |||
| I. Non-current liabilities | |||||||
| Interest-bearing liabilities | A | 2 | |||||
| Credit institutions | A | 2 | 661 494 | 678 110 | 485 330 | 510 039 | |
| Bond loan | |||||||
| Other | A | 2 | 84 506 | 94 732 | 0 | 0 | |
| Other non-current liabilities | A | 2 | |||||
| Other financial liabilities | C | 2 | 20 518 | 20 518 | 25 896 | 25 830 | |
| II. Current liabilities | |||||||
| Interest-bearing liabilities | A | 2 | 36 384 | 36 384 | 30 909 | 30 909 | |
| Current trade debts and other debts | A/C | 2/3 | 13 419 | 13 419 | 23 480 | 23 480 | |
| Total financial instruments on the | |||||||
| liabilities side of the balance sheet | 816 321 | 843 163 | 565 615 | 590 258 |
The fair value of debts with a fixed interest rate is estimated by discounting their future cash flows at an interest 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
| Financial debts at fixed interest rate | ||||
|---|---|---|---|---|
| Einancial dobts at fixed interact rate |
of these financial assets and liabilities. On 31 March 2018, Retail Estates nv has EUR 539.71 million of financial debts at a variable interest rate and EUR 242.67 million of financial debts at a fixed interest rate . 79.74% 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 following table compares the total amount of fixedrate debts at book value and at fair value at the end of the 2017-2018 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 by way of information in the underlying table; the book value is equal to the amortised cost. The financial debts with a variable rate have a book value that approximates their fair value.
| Financial debts at fixed interest rate | 31.03.18 | 31.03.17 | ||
|---|---|---|---|---|
| Book value | Fair value | Fair value | ||
| Financial debts at fixed interest rate | 242 666 | 269 508 | 172 380 | 197 089 |
The categories correspond with the following financial instruments:
A. Financial assets or liabilities (including receivables and loans) held to maturity at amortised cost.
B. Investments held to maturity at amortised cost.
C. Assets or liabilities held at fair value through profit and loss except for financial instruments designated as hedging instruments.
The aggregate financial instruments of the Group correspond with level 2 in the fair values hierarchy. Fair value valuation is carried out regularly.
Level 2 in the fair value hierarchy includes other financial assets and liabilities where the fair value can be determined by reference to other inputs which are 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:
| Financial instruments at fair value | |||||
|---|---|---|---|---|---|
| Fair value of financial assets and liabilities (in EUR 000) |
31.03.18 | 31.03.17 | |||
| Fair value of financial derivatives | -13 688 | -19 153 | |||
| Total fair value of financial | |||||
| assets and liabilities | -13 688 | -19 153 |
The Group uses financial derivatives (interest rate swaps) to hedge interest rate risks arising from certain operational, financial and investment activities. Financial derivatives are initially booked 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 immediately recorded in the profit and loss account. EUR 0.10 million
was recorded in the income statement regarding financial instruments. -EUR 4.04 million relates to the linear depreciation of the value on 31 December 2015 of the financial instruments that do not longer qualify as cash flow hedges. EUR 4.14 million relates to the changes in fair value for the period of 1 April 2017 to 31 March 2018. Swaps qualifying as cash flow hedges are recorded directly as shareholders' equity and are not included in the income statement. The interest rate swaps are level 2 instruments.
Additional comments on the debt ratio development
| Calculation debt ratio | ||
|---|---|---|
| (in EUR 000) | 31.03.18 | 31.03.17 |
| Liabilities | 825 842 | 572 368 |
| To be excluded: | 23 208 | 25 907 |
| I. Non-current liabilities | 13 688 | 19 153 |
| Provisions | ||
| Authorised hedging instruments | 13 688 | 19 153 |
| Deferred taxes | ||
| II. Current liabilities | 9 520 | 6 754 |
| Provisions | ||
| Authorised hedging instruments | ||
| Accrued charges and | ||
| deferred income | 9 520 | 6 754 |
| Total debt | 802 634 | 546 461 |
| Net reduction debt | ||
| Total assets | 1 394 173 | 1 087 338 |
| DEBT RATIO | 57,57% | 50,26% |
Article 24 of the Belgian Royal Decree relating to Belgian regulated real estate companies (RRECs) requires public Belgian REITs to draw up a budget forecast with an implementation schedule when its consolidated debt ratio exceeds 50% of consolidated assets. The budget forecast describes the measures that will be taken to prevent the consolidated debt ratio from exceeding 65% of consolidated assets.
A separate report on the budget forecast is prepared by the statutory auditor, confirming that the latter has verified the method of drawing up the forecast, particularly as regards the economic basis, and that the figures contained in this forecast correspond to the accounting records of the public BE-REIT.
The general guidelines of the budget forecast are included in the annual and half-yearly financial reports. The annual and half-yearly financial reports describe the implementation of the financial plan during the relevant period as well as the future implementation by the public BE-REIT and provide justification for this approach.
Notes regarding 2017-2018
Historically, the debt ratio of Retail Estates has fluctuated between 50-55%. In the course of its history, Retail Estates nv has never had a debt ratio exceeding 60%.
3000000 4000000 The board of directors considers a debt ratio of +/- 55% ideal for the shareholders of the public Belgian real estate investment trust in terms of return and EPRA result per share. The impact of every investment on the debt ratio is reviewed and an investment is possibly not carried out if it may have a negative influence on the debt ratio.
0 1000000 2000000 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2031 Based on the current debt ratio of 57.57% and taking into account the capital increase recorded on 27 April 2018, Retail Estates nv has an investment potential of EUR 84.77 million without exceeding a debt ratio of 60% (the company has a covenant with a number of banks which provides that the debt ratio must not exceed 60%).
Swap overview:
| Notional | |||||||
|---|---|---|---|---|---|---|---|
| Variable | amount (in | Type of | Hedge | ||||
| Starting date | Ending date | Interest rate | interest rate | EUR 000) | derivative | accounting | |
| 1 | 11/2013 | 11/2018 | 3,69% | Euribor 3 M + | 30 000 | IRS | NO |
| 2 | 09/2014 | 09/2019 | 2,69% | Euribor 3 M + | 21 000 | IRS | NO |
| 3 | 01/2015 | 01/2020 | 1,48% | Euribor 3 M + | 20 000 | IRS | NO |
| 4 | 01/2016 | 01/2021 | 1,82% | Euribor 3 M + | 10 000 | IRS | NO |
| 5 | 10/2017 | 01/2022 | 1,70% | Euribor 3 M + | 15 000 | IRS | NO |
| 6 | 06/2016 | 06/2023 | 1,04% | Euribor 3 M + | 25 000 | IRS | NO |
| 7 | 06/2016 | 06/2023 | 1,03% | Euribor 3 M + | 10 000 | IRS | NO |
| 8 | 03/2009 | 12/2023 | 3,89% | Euribor 3 M + | 7 310 | IRS | NO |
| 9 | 06/2017 | 06/2024 | 1,29% | Euribor 3 M + | 35 000 | IRS | NO |
| 10 | 07/2016 | 04/2026 | 1,26% | Euribor 3 M + | 26 000 | IRS | YES |
| 11 | 06/2017 | 06/2023 | 1,36% | Euribor 3 M + | 14 000 | IRS | NO |
| 12 | 06/2016 | 06/2021 | 1,03% | Euribor 3 M + | 25 000 | IRS | YES |
| 13 | 06/2016 | 06/2019 | 1,44% | Euribor 3 M + | 50 000 | IRS | YES |
| 14 | 06/2019 | 06/2024 | 1,49% | Euribor 3 M + | 30 000 | IRS | NO |
| 15 | 03/2018 | 03/2026 | 1,10% | Euribor 3 M + | 20 000 | IRS | NO |
| 16 | 12/2018 | 12/2026 | 0,81% | Euribor 3 M + | 60 000 | IRS | NO |
| 17 | 12/2018 | 12/2026 | 1,06% | Euribor 3 M + | 25 000 | IRS | NO |
| 18 | 01/2018 | 01/2026 | 0,74% | Euribor 3 M + | 25 000 | IRS | NO |
| 19 | 03/2018 | 03/2026 | 0,88% | Euribor 3 M + | 25 000 | IRS | NO |
| 20 | 03/2018 | 03/2025 | 0,78% | Euribor 3 M + | 25 000 | IRS | NO |
| 21 | 06/2016 | 06/2021 | 0,00% | Euribor 3 M + | 25 000 | FLOOR | YES |
| 22 | 06/2016 | 06/2019 | 0,00% | Euribor 3 M + | 50 000 | FLOOR | YES |
| 23 | 07/2016 | 04/2026 | -2,25% | Euribor 3 M + | 26 000 | FLOOR | YES |
| 24 | 03/2018 | 03/2026 | 0,00% | Euribor 3 M + | 20 000 | FLOOR | NO |
| 25 | 12/2018 | 12/2026 | 0,00% | Euribor 3 M + | 25 000 | FLOOR | NO |
| Breakdown by maturity of liquidity obligation associated with the derivative products (in EUR 000) |
31/03/18 |
|---|---|
| Between one and two year(s) | 3 212 |
| Between two and five years | 3 016 |
| More than five years | 7 460 |
| Total | 13 688 |
Every quarter, the board of directors is presented with a prognosis of how the debt ratio will evolve during the following quarter. The board also discusses any deviations which may have occurred between the estimated and actual debt ratio during the previous quarter.
The projection of the debt ratio as per 30 June 2018 takes into account the following assumptions:
• the capital increase completed on 27 April 2018 for an amount of EUR 123.37 million
• disposals in the first quarter of 2018-2019 Planned disposals account for EUR 10 million.
The results of the first quarter as indicated in the 2018- 2019 budget and as approved by the board of directors.
• planned investments in the first quarter of 2018-2019 Planned investments account for EUR 51.66 million in the first quarter of 2018-2019.
Based on the aforementioned assumptions, the debt ratio would amount to 49.50% as per 30 June 2018.
A projection is also made of the debt ratio as per 31 March 2019. This projection takes into account the following assumptions:
• the capital increase completed on 27 April 2018 for an amount of EUR 123.37 million
•disposals in financial year 2018-2019 Planned disposals account for EUR 10 million.
• results of financial year 2018-2019 The results of the financial year as indicated in the 2018- 2019 budget and as approved by the board of directors.
• Planned investments in financial year 2018-2019 Planned investments for the entire financial year account for EUR 63.74 million.
Taking into account the additional planned investments and the earnings expectations for the full year, the debt ratio would amount to 49.73% as per 31 March 2019.
The debt ratio projection only takes into account acquisitions and disposals where a private agreement has been signed (without conditions precedent) as well as planned investments that have been contracted out. Expiring credits are supposed to be refinanced for the same amount.
The valuation of the real estate portfolio also has an impact on the debt ratio. Considering the current capital basis, the maximum debt ratio of 65% would be exceeded in the event of a reduction in the fair value of investment properties by more than EUR 159.35 million. This reduction in value could be the result of an increase in the yield (if the rental values remain unchanged, the yield will have to increase by 0.91% in order to exceed the debt ratio) or a reduction in rents (if the yields remain unchanged, the rents would have to drop by EUR 10.63 million). Historically, the fair value of the real estate portfolio has always risen or has at least been stable since the company's incorporation. There are currently no indications in the market to assume an increase in the yield.
If substantial value drops do take place that raise the debt ratio above 65%, Retail Estates NV can decide to sell some of its properties. Retail Estates NV has a solid track record of selling properties at their estimated investment value. For more information please refer to chapter 3 of this report (Management Report). On average, these properties were sold at their estimated investment value.
Taking into account:
Retail Estates nv is of the opinion that no additional measures need to be taken to prevent the debt ratio from exceeding 65%. The public BE-REIT intends to reestablish the debt ratio between 50% and 55%. Based on the aforementioned assumptions, the debt ratio would amount to 49.50% as per 30 June 2018. This level is evaluated regularly and will be reviewed by the board of directors if deemed necessary in the light of changing market conditions and environmental factors.
The company's related parties are its subsidiaries and its directors and executive officers. Transactions with subsidiaries are eliminated in the consolidation.
The remuneration for directors and executive officers is recorded under "corporate operating costs" (see note 10).
| (in EUR 000) | 31.03.18 | 31.03.17 |
|---|---|---|
| Directors | 1 016 | 824 |
| Total | 1 016 | 824 |
| Note 38 | ||
|---|---|---|
| Auditor's fee (VAT excl.) | 31.03.18 | 31.03.17 |
| Remuneration of the auditor | ||
| for the audit assignment | 104 | 99 |
| Remuneration for exceptional | ||
| duties or special assignments | ||
| - Other audit assignments | 26 | 17 |
| - Tax consultancy assignments | 0 | 4 |
| - Other assignments outsite | ||
| the audit assignment | 9 |
In compliance with paragraph 6 of article 133/1 of the Belgian Company Code, 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 completed in-house developments in financial year 2017-2018 resulted in an increase of the real estate portfolio by EUR 311.04 million. As a result of these investments, total rental income increased by EUR 8.55 million in financial year 2017- 2018. If the acquisitions had taken place on 1 April 2017, the rental income would have increased by EUR 20.08 million. The operating result increased by EUR 10.05 million as a result of these investments.
Acquisitions and completion of in-house developments in financial year 2016-2017 resulted in an increase of the real estate portfolio by EUR 72.48 million. As a result of these investments, total rental income increased by EUR 1.99 million in financial year 2016-2017. If the acquisitions had taken place on 1 April 2016, the rental income would have increased by EUR 4.37 million. The operating result increased by EUR 1.74 million as a result of these investments.
Disposals were made during the 2017-2018 financial year for a net sale price of EUR 7.64 million, which resulted in a decrease in investment properties by EUR 7.54 million. Rental income declined by EUR 0.25 million as a result of these disposals. If the disposals had taken place on 1 April 2017, the rental income would have decreased by EUR 0.51 million.
Disposals were made during the 2016-2017 financial year for a net sale price of EUR 9.72 million, which resulted in a decrease in investment properties by EUR 5.37 million. Rental income declined by EUR 0.05 million as a result of these disposals. If the disposals had taken place on 1 April 2016, the rental income would have decreased by EUR 0.14 million.
On 10 April 2018, the board of directors of Retail Estates decided to proceed to a capital increase. It concerns a capital increase within the limits of the authorised capital, with an irrevocable allocation right for the shareholders of Retail Estates. During the subscription period with irrevocable allocation right, which was closed on 23 April 2018, a total of 1,669,426 new shares were subscribed for, i.e. 87.96% of the new shares offered.
All irrevocable allocation rights, represented by coupon no. 25, which were not exercised by the end of the subscription period and the exercised irrevocable allocation rights connected to registered shares for which the full subscription price was not paid in time, were sold on 25 April 2018 in the form of scrips within the framework of an exempt accelerated private placement with composition of an order book, implemented in Belgium, Switzerland and the European Economic Area, as described in item 8.1.3 of the Prospectus. The buyers of scrips have therefore subscribed for the 228,506 available new shares at the same price and in the same proportion as for the subscription through the exercise of irrevocable allocation rights, i.e. one new share at an issue price of EUR 65.00
(inclusive of coupon no. 26, representing the right to the annual dividend for the financial year 2017/2018, for which a dividend prognosis of EUR 3.60 gross per share is made and with regard to which the annual meeting of Retail Estates, scheduled for 23 July 2018, will decide) per new share, for 5 irrevocable allocation rights in the form of scrips.
The gross proceeds of the offering amount to the targeted maximum of EUR 123,365,580 after the subscription period with irrevocable allocation rights and the exempt accelerated private placement of scrips.
On 30 April, Retail Estates purchased a retail park in Spijkenisse in the region of Rotterdam. Rotterdam is one of the 4 large cities constituting "Randstad Holland". The retail park consists of 23 retail properties and one hospitality establishment, accounting for a total built area of 28,273 m². The total investment amounts to EUR 47.20 million and generates a net rental income of EUR 3.11 million, i.e. an initial yield of 6.53%. According to the appointed real estate expert, the fair value of this investment amounts to EUR 43.30 million.
List of consolidated companies and changes in the circle of consolidation
As per 31 March 2018, the following subsidiaries are part of the consolidation perimeter of Retail Estates nv:
| External financial | |
|---|---|
| Subsidiary | debts17 |
| (in EUR 000) | |
| Subsidiary | External financial debts17 (in EUR 000) |
Investment properties17 (in EUR 000) |
Rental income18 (in EUR 000) |
Participation percentage |
|---|---|---|---|---|
| Retail Warehousing Invest nv | 99,38% door Retail Estates nv, | |||
| 102 559 | 3 705 | 0,62% Librajem bvba | ||
| Librajem bvba | 99,97% door Retail Estates nv, | |||
| 2 287 | 68 | 0,03% Retail Warehousing Invest nv | ||
| NS Properties bvba | 673 | 1 143 | 15 | 50% |
| Finsbury Properties nv | 10 351 | 55 | 100% | |
| Heerzele nv | 9 756 | 75 | 51% | |
| Blovan nv | 4 642 | 301 | 50% | |
| Retail Estates Nederland | 72 662 | 4 550 | 100% | |
| Coöperatieve Leiderdorp | 29 | 100% | ||
| Cruquius Invest | 71 653 | 1 230 | 100% | |
| Zwolle Invest | 484 | 100% | ||
| Heerlen I Invest | 56 171 | 1 110 | 100% | |
| Heerlen II Invest | 51 036 | 989 | 100% |
17 Value at closing date of the consolidated figures (31.03.2018).
18 6 For the period the companies are part of the Group in the current financial year.
During the past financial year, the company obtained control of Librajem BVBA and NS Properties BVBA. In addition, six Dutch subsidiaries were established for the acquisition of Dutch real estate. The board of directors of Retail Estates nv acknowledged the mergers by acquisition of RWI Invest nv and Hainaut Retail Invest nv during the past financial year. The board of directors of Retail Warehousing Invest nv (institutional BE-REIT) acknowledged the merger by acquisition of Foncière de la station Verviétoise BVBA.
For more information please refer to chapter 3 of this report (Management Report).
None of these acquisitions were considered 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 companies. The companies in question owned a limited number of properties. Their employees have not been retained and their activities have been discontinued.
On 30 August 2016, Retail Estates nv acquired a controlling interest (51%) of real estate company Heerzele nv, which is the owner of a property in Wetteren, where Retail Estates wishes to expand its retail park after obtaining the required permits.
In the case of a possible exit of its partner, the company intends to acquire all shares no sooner than 12 months after acquisition of a controlling interest. Due to the combination of the cooperation agreement and the put options (which Retail Estates nv intends to exercise) relating to the non-controlling interest, Retail Estates nv has a controlling interest of Heerzele nv and is applying the full consolidation method.
On 31 January 2017, Retail Estates nv acquired a stake (50%) in a second real estate company, Blovan nv,
This calculation is carried out on the basis of the statutory annual accounts of Retail Estates nv.
| (in EUR 000) | 31.03.18 | 31.03.17 |
|---|---|---|
| Non-distributable elements of the shareholders' equity before distribution of results | 452 438 | 410 964 |
| Paid-up capital | 208 239 | 197 635 |
| Non-available issue premiums pursuant to the articles of association | 177 990 | 157 529 |
| Reserve for the positive balance of the variations of the fair value of real estate | 103 475 | 96 955 |
| Reserve for the impact on the fair value of estimated transfer rights and | ||
| costs resulting from the hypothetical disposal of investment properties | -23 477 | -22 999 |
| Reserve for the balance of the changes in fair value of authori | ||
| sed hedging instruments qualifying for hedge accounting | -2 799 | -4 032 |
| Reserve for the balance of the changes in fair value of authorised hed | ||
| ging instruments not qualifying for hedge accounting | -10 990 | -14 253 |
| Other reserves | 0 | 129 |
| 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. | -2 454 | 6 625 |
| Result on portfolio | 5 872 | 10 446 |
| Revaluation participations | -8 427 | -2 952 |
| Changes in fair value of financial assets and liabilities | 101 | -869 |
| Total shareholders' equity, statutory, non-distributable | 449 984 | 417 589 |
| Shareholders' equity, statutory | 564 077 | 510 623 |
| Planned dividend distribution | 40 995 | 29 727 |
| Shareholders' equity, statutory, after distribution of dividends | 523 082 | 480 896 |
| Remaining reserve after distribution | 73 098 | 63 307 |
which owns a semi-logistics facility in Wetteren that is used for business-to-business trade.
In the case of a possible exit of its partner, the company intends to acquire all shares. Due to the combination of the cooperation agreement and the put options (which Retail Estates nv intends to exercise) relating to the non-controlling interest, Retail Estates nv has a controlling interest of Blovan nv and is applying the full consolidation method.
As of 31 December 2012, the balance sheet has been drawn up on the assumption that all non-controlling interests are acquired (in accordance with IFRS), irrespective of the timing of such acquisition and on the assumption that such acquisition is paid in cash. This reflects the maximum debt ratio on the basis of the available information and the stage of development of the projects. The impact on non-current liabilities amounts to EUR 6.77 million. Of this amount, EUR 4.71 million relates to Heerzele nv and EUR 2.06 million relates to Blovan nv
The amount of the paid-up capital as referred to in Article 617 of the Belgian Company Code 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 RD RREC.
The results of the subsidiaries held for 100% by Retail Estates nv were incorporated into the company's annual accounts as follows:
As such, the operating results of the subsidiaries for the full financial year can be used for distribution as dividends.
On March 31, 2018, the result of the subsidiaries amounted to EUR -5.13 million. Of this amount, EUR 3.30 million will be added to the retained earnings (result of 100% subsidiaries) and EUR -8.43 million to the reserves, ie the balance of the change in fair value of the real estate.
IFRS 8 defines an operating segment as follows: An operating segment is a component of an entity (IFRS 8.2):
Since the current financial year, Retail Estates has distinguished between two geographical segments: Belgium and the Netherlands.
The Executive Committee acts as CODM within Retail Estates.
Retail Estates has been active in the Netherlands since June 2017. This means there is no segment reporting with regard to the previous financial year. (see table on next page)
Key sources of estimation uncertainty in accordance with IAS 1.125:
The implementation of the group's significant 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).
| 31.03.18 | |||
|---|---|---|---|
| Segmented information – results by segment (in EUR 000) | Belgium The Netherlands | TOTAL | |
| Rental income | 69 654 | 8 392 | 78 046 |
| Rental related expenses | -198 | -198 | |
| Net rental income | 69 456 | 8 392 | 77 848 |
| Recovery of property expenses | |||
| Recovery of rental charges and taxes normally | |||
| payable by tenants on let properties | 6 858 | 709 | 7 567 |
| Rental charges and taxes normally payable | |||
| by tenants on let properties | -7 488 | -1 010 | -8 498 |
| Other rental related income and expenses | -41 | -41 | |
| Property result | |||
| 68 786 | 8 091 | 76 877 | |
| Technical costs | -2 443 | -505 | -2 948 |
| Commercial costs | -601 | -17 | -618 |
| Charges and taxes on unlet properties | -372 | -36 | -408 |
| Property management costs | -2 030 | -278 | -2 308 |
| Other property costs | 616 | -608 | 8 |
| Property costs | -4 830 | -1 444 | -6 274 |
| Operating property result | 63 955 | 6 647 | 70 602 |
| Operating corporate costs | -4 217 | -151 | -4 368 |
| Other current operating income and expenses | |||
| Operating result before result on portfolio | 59 738 | 6 496 | 66 234 |
| Result on disposals of investment properties | 92 | 92 | |
| Result on sales of other non-financial assets | |||
| Changes in fair value of investment properties | 10 733 | -13 238 | -2 505 |
| Other result on portfolio | -143 | 1 249 | 1 106 |
| Operating result | 70 420 | -5 493 | 64 927 |
| 31.03.18 | |||
|---|---|---|---|
| Segmented information – assets by segment (in EUR 000) | Belgium The Netherlands | TOTAL | |
| Investment properties19 | 1 097 845 | 251 521 | 1 349 366 |
| Non-current assets or groups of assets held for sale | 1 637 | 27 564 | 29 201 |
19 Including project developments (IAS 40).
We present to you our Statutory Auditors' report in the context of our audit of the Consolidated Financial Statements of Retail Estates NV (the "Company") and its subsidiaries (jointly "the Group"). This report includes our report on the audit of the Consolidated Financial Statements, as well as the report on other legal and regulatory requirements. These reports are an integrated ensemble and are indivisible.
We have been appointed as Statutory Auditor by the General Shareholders' Meeting of 3 July 2015, following the proposal formulated by the Board of Directors following the recommendation by the Audit Committee. Our mandate will expire on the date of the General Shareholders' Meeting which will deliberate on the consolidated accounts for the year ended 31 March 2018. We have performed the statutory audit of the consolidated accounts of the Company for 3 consecutive years.
We have performed the statutory audit of the Consolidated Financial Statements of Retail Estates NV and its subsidiaries (jointly "the Group"), which comprise the consolidated balance sheet as at 31 March 2018, the consolidated income statement, the consolidated statement of
other comprehensive income, the consolidated statement of changes in Shareholders' equity and the consolidated cash flow statement for the year then ended, and notes to the Consolidated Financial Statements, including a summary of significant accounting policies and other explanatory information. These Consolidated Financial Statements show a consolidated balance sheet total of EUR '000' 1.394.173 and the consolidated income statement shows a positive net result for the year of EUR '000' 46.695.
In our opinion, the Consolidated Financial Statements give a true and fair view of the Group's net equity and consolidated financial position as at 31 March 2018, and of its consolidated financial performance and its consolidated cash flows for the year then ended, in accordance with International Financial Reporting Standards as adopted by the European Union ('IFRS') and implemented by the royal decree of 13 July 2014 "on Regulated Real Estate Companies ", and with the legal and regulatory requirements applicable to in Belgium.
We conducted our audit in accordance with International Standards on Auditing ('ISA'). Our responsibilities under those standards are further described in the "Statutory Auditor's responsibilities for the audit of the Consolidated Financial Statements" section of our report. We have fulfilled our ethical responsibilities in accordance with the ethical requirements that are relevant to
audits of consolidated financial statements in Belgium, including the requirements related to independence.
We have obtained from the Board of Directors and Company officials the explanations and information necessary for performing our audit.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated Financial Statements of the current period. These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters:
The company recorded investment property on the assets side of the balance sheet at 31 March 2018 for a total sum of EUR '000' 1.349.367. IFRS-standards require investment property to be stated at fair value. The measurement of that fair value strongly depends on a number of selected parameters, the most important ones being the rental value of the property, the occupation rate, the discount rate and the estimated costs of maintenance and repair.
As required by legislation applicable
to regulated real estate companies, the investment properties are valued by an external appraiser.
In addition, during the financial year, the company has for the first time made considerable investments in the Netherlands for a book value of EUR '000' 279.085 on 31 March 2018.
The valuation of the investment property is a key audit matter in our audit of the Consolidated Financial Statements due to their material significance relative to the financial statements on the one hand and the level of judgment inherent in the valuation process on the other.
As regards investments in the Netherlands, the Board of Directors can rely on a less extended experience in the field of valuation and valuation parameters.
For additional information on the valuation of the investment property, please refer to Notes 21 and 22 of these Consolidated Financial Statements.
In assessing the reliability of the thirdparty valuation and the reasonableness of the parameters used, we performed the following procedures:
used by our internal appraisers. Where these parameters differed significantly from the ones used by the external appraiser, the impact of the difference on the fair value was determined on the basis of the individual property investment but also on the basis of the aggregate property portfolio.
In addition, as regards the fair value changes compared to 31 March 2017, we analysed the reasonableness of the underlying parameters.
As regards the Dutch valuation, we asked our Dutch internal experts to assist us in carrying out the above procedures.
• We also compared the recoverable amount of the investment properties that were sold in the course of the financial year with their respective fair values as reported in the latest financial statements before the time of disposal. • Finally we checked whether the disclosures in the notes to the Consolidated Financial Statements are in compliance with IFRS.
Key audit matter In view of hedging the interest rate risk on financial debts, Retail Estates NV entered into derivative financial instruments with a total nominal value of EUR '000' 782.384. IFRS require derivative financial instruments to be stated at fair value.
Since the fair value of the derivative financial instruments is measured using a financial model and financial parameters that are complex in nature (see Note 35 of the Consolidated Financial Statements), we consider the valuation of the derivative financial instruments a key audit matter.
We received bank confirmation letters for the purposes of validating the existence and completeness of the contracts as well as their valuation as at 31 March 2018. Then, calling on our experts, we independently measured the fair value of these contracts and made a comparison with their respective values as reported in the Consolidated Financial Statements.
Finally we checked whether the disclosures in the notes to the Consolidated Financial Statements are in compliance with IFRS.
The Board of Directors is responsible for the preparation of Consolidated Financial Statements which give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and implemented by the royal decree of 13 July 2014 "on Regulated Real Estate Companies" and with the legal and regulatory requirements applicable in Belgium, and for such internal control as the Board of Directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. |166 |retail estates - annual report 2017-2018 Financial report |
statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Board of Directors and with the Audit Committee, we determine those matters that were of most significance in the audit of the Consolidated Financial Statements of the current period and are therefore the Key Audit Matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The Board of Directors is responsible for the preparation and the content of the Director's report on the Consolidated Financial Statements and the other information included in the annual report.
In the context of our mandate and in accordance with the draft of the Belgian standard which is complementary to the International Standards on
Auditing as applicable in Belgium, our responsibility is to verify the directors' report on the Consolidated Financial Statements and the other information included in the annual report and to report on these matters.
In our opinion, after having performed specific procedures in relation to the Directors' report on the Consolidated Financial Statements, this report is consistent with the Consolidated Financial Statements for the current period, and it is prepared in accordance with article 119 of the Companies' Code.
In the context of our audit of the Consolidated Financial Statements, we are also responsible for considering, in particular based on the knowledge acquired resulting from the audit, whether the Directors' report on the Consolidated Financial Statements and the other information included in the annual report is materially misstated or contains information which is inadequately disclosed or otherwise misleading. In light of the procedures we have performed, there are no material misstatements we have to report to you. We do not express any form of assurance conclusion on this annual report.
− This report is consistent with the additional report to the audit committee referred to in article 11 of the Regulation (EU) N° 537/2014.
Sint-Stevens-Woluwe, 18 May 2018
The Statutory Auditor PwC Bedrijfsrevisoren bcvba Represented by
Damien Walgrave Reviseur d'Entreprises / Bedrijfsrevisor
In preparing the Consolidated Financial Statements, the Board of Directors is responsible for assessing the Company's, as well as the companies' forming the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Group or any of the companies forming the Group, or to cease operations, or has no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a statutory auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISA will always detect a material misstatement if it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Financial Statements.
As part of an audit performed in accordance with ISA, we exercise professional judgment and maintain professional scepticism throughout the audit.
• Identify and assess the risks of material misstatement in the Consolidated Financial Statements, whether due to fraud or error, design and perform audit procedures to address those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or
the override of internal controls;
• Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal controls;
• Evaluate the appropriateness of the accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors;
• Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, on whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's, or any of the companies forming the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw the
attention, in our Statutory Auditors' report, to the related disclosures in the Consolidated Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Statutory Auditors' report. However, future events or conditions may cause the Company, or any of the companies forming the Group to cease to continue as a going concern;
We communicate with the Board of Directors and the Audit Committee regarding, amongst other matters, materiality, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal controls that we identify during our audit.
We also provide the Board of Directors and the Audit Committee with a
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 (www.retailestates.com) or can be obtained free of charge upon request.
The auditor has delivered an unqualified statement for the statutory annual accounts.
| INCOME STATEMENT (in EUR 000) | 31.03.18 | 31.03.17 |
|---|---|---|
| Rental income | 63 412 | 59 144 |
| Rental related expenses | -251 | -758 |
| Net rental income | 63 160 | 58 385 |
| Recovery of property expenses | ||
| Recovery of rental charges and taxes normally payable by tenants on let properties | 6 088 | 5 705 |
| Rental charges and taxes normally payable by tenants on let properties | -6 662 | -6 099 |
| Other rental related income and expenses | -41 | -108 |
| Property result | 62 545 | 57 883 |
| Technical costs | -2 348 | -2 023 |
| Commercial costs | -597 | -491 |
| Charges and taxes on unlet properties | -367 | -310 |
| Property management costs | -534 | -1 367 |
| Other property costs | 8 | 54 |
| Property costs | -3 839 | -4 137 |
| Operating property result | 58 707 | 53 745 |
| Operating corporate costs | -3 752 | -2 542 |
| Other current operating income and expenses | ||
| Operating result before result on portfolio | 54 955 | 51 203 |
| Result on disposals of investment properties | 366 | 279 |
| Result on sales of other non-financial assets | ||
| Changes in fair value of investment properties | 5 872 | 10 446 |
| Other result on portfolio |
Other result on portfolio
| INCOME STATEMENT (in EUR 000) | 31.03.18 | 31.03.17 |
|---|---|---|
| Operating result | 61 193 | 61 927 |
| Financial income | 6 857 | 1 113 |
| Net interest charges | -17 295 | -18 148 |
| Changes in fair value of financial assets and liabilities | 101 | -869 |
| Other financial charges | -5 177 | 114 |
| Financial result | -15 514 | -17 790 |
| Result before taxes | 45 679 | 44 138 |
| Taxes | -43 | -42 |
| Net result | 45 637 | 44 096 |
| Note: | ||
| EPRA earnings | 44 426 | 33 948 |
| Result on portfolio | 6 238 | 10 725 |
| Revaluation participations | -5 129 | 292 |
| Changes in fair value of financial assets and liabilities | 101 | -869 |
| Statement of other comprehensive income (in EUR 000) | 31.03.18 | 31.03.17 |
|---|---|---|
| Net result | 45 637 | 44 096 |
| Other components of other comprehensive income, recyclable in income statements: |
||
| Impact on the fair value of estimated transaction rights and costs resulting from the hypothetical disposal of investment properties |
0 | -3 112 |
| Changes in the fair value of authorised hedging instruments qualifying for hedge accounting as defined by IFRS |
5 363 | 9 850 |
| OTHER COMPREHENSIVE INCOME | 51 000 | 50 834 |
| ASSETS (in EUR 000) | 31.03.18 | 31.03.17 |
|---|---|---|
| Non-current assets | 1 370 507 | 1 037 040 |
| Goodwill | ||
| Intangible non-current assets | 114 | 149 |
| Investment properties | 968 107 | 921 774 |
| Other tangible non-current assets | 2 055 | 2 133 |
| Financial non-current assets | 398 686 | 111 439 |
| Finance lease receivables | 1 030 | 1 030 |
| Trade receivables and other non-current assets | 515 | 515 |
| Current assets | 15 267 | 36 370 |
| Non-current assets or groups of assets held for sale | 1 557 | 5 691 |
| Trade receivables | 1 196 | 893 |
| Tax receivables and other current assets | 10 567 | 28 082 |
| Cash and cash equivalents | 1 184 | 470 |
| Deferred charges and accrued income | 763 | 1 234 |
| TOTAL ASSETS | 1 385 774 | 1 073 410 |
| SHAREHOLDERS' EQUITY AND LIABILITIES (in EUR 000) | 31.03.18 | 31.03.17 |
|---|---|---|
| Shareholders' equity | 564 077 | 510 623 |
| Capital | 208 239 | 197 635 |
| Issue premiums | 177 990 | 157 529 |
| Reserves | 132 212 | 111 363 |
| Net result of the financial year | 45 637 | 44 096 |
| Liabilities | 821 697 | 562 786 |
| Non-current liabilities | 766 043 | 507 021 |
| Provisions | ||
| Non-current financial debts | 745 387 | 480 917 |
| Credit institutions | 660 880 | 396 497 |
| Long term financial lease | 0 | |
| Other | 84 507 | 84 420 |
| Other non-current liabilities | 20 656 | 26 104 |
| Deferred taxes | ||
| Current liabilities | 55 655 | 55 765 |
| Current financial debts | 36 325 | 30 878 |
| Credit institutions | 36 325 | 30 878 |
| Short term financial lease | 0 | |
| Trade debts and other current debts | 12 533 | 7 023 |
| Other current liabilities | 171 | 11 496 |
| Accrued charges and deferred income | 6 626 | 6 368 |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 1 385 774 | 1 073 410 |
| Net result of | TOTAL Shareholders' | ||||
|---|---|---|---|---|---|
| STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (in EUR 000) | Capital ordinary shares | Capital ordinary shares | Reserves* | the financial year | Equity |
| Balance according to IFRS on 31 March 2016 | 194 545 | 151 499 | 92 461 | 35 903 | 474 409 |
| - Net appropriation of profits 2016-2017 | |||||
| - Transfer of portfolio result to reserves | 3 531 | -3 531 | 0 | ||
| - Transfer of EPRA earnings to reserves | 4 000 | -4 000 | 0 | ||
| - Reclassification between reserves | 0 | ||||
| - Dividends of the financial year 2015-2016 | -28 372 | -28 372 | |||
| - Capital increase | 0 | ||||
| - Capital increase through contribution in kind | 3 193 | 6 030 | 9 223 | ||
| - Increase in shareholders' equity as a result of mergers | 4 630 | 4 630 | |||
| - Costs of capital increase | -102 | -102 | |||
| - Other | 0 | ||||
| - Other comprehensive income 31/03/2017 | 6 740 | 44 096 | 50 836 | ||
| Balance according to IFRS on 31 March 2017 | 197 635 | 157 529 | 111 363 | 44 096 | 510 623 |
| - Net appropriation of profits 2017-2018 | |||||
| - Transfer of portfolio result to reserves | 7 493 | -7 493 | 0 | ||
| - Transfer of portfolio result to reserves | -869 | 869 | |||
| - Transfer of EPRA earnings to reserves | 7 744 | -7 744 | 0 | ||
| - Reclassification between reserves | 0 | ||||
| - Dividends of the financial year 2016-2017 | -29 727 | -29 727 | |||
| - Capital increase | 0 | ||||
| - Capital increase through contribution in kind | 10 833 | 20 462 | 31 295 | ||
| - Increase in shareholders' equity as a result of mergers | 1 095 | 1 094 | |||
| - Costs of capital increase | -229 | -229 | |||
| - Other | 21 | 21 | |||
| - Other comprehensive income 31/03/2018 | 5 364 | 45 637 | 51 000 | ||
| Balance according to IFRS on 31 March 2018 | 208 239 | 177 991 | 132 211 | 45 637 | 564 077 |
| * Detail of the reserves (in EUR 000) | Reserve for the positive/negative balance of changes in the fair value of real estate |
Impact on the fair value of estimated transfer rights and costs resulting from the hypothetical disposal |
Changes in the effective part of the fair value of authorised hedging instruments qualifying for hedge accounting |
Changes in the effective part of the fair value of authorised hedging instruments are not subjected to qualify for hedge accounting |
Results carried forward from previous |
|||
|---|---|---|---|---|---|---|---|---|
| Legal reserve | properties | Available reserves | of investment properties | as defined by IFRS | as defined by IFRS | financial years | TOTAL | |
| Balance according to IFRS on 31 March 2016 | 443 | 96 955 | 11 934 | -19 887 | -5 556 | -17 573 | 26 147 | 92 461 |
| - Net appropriation of profits 2016-2017 | ||||||||
| - Transfer of portfolio result to reserves | 8 538 | -5 006 | 3 532 | |||||
| - Transfer of EPRA earnings to reserves | 4 000 | 4 000 | ||||||
| - Reclassification between reserves | -942 | -103 | 1 045 | 0 | ||||
| - Capital increase through contribution in kind | 0 | |||||||
| - Increase in shareholders' equity as a result of mergers | 627 | -8 435 | 12 437 | 4 629 | ||||
| - Costs of capital increase | 0 | |||||||
| - Other | 0 | |||||||
| - Other comprehensive income 31/03/2017 | -3 112 | 1 525 | 8 327 | 6 740 | ||||
| Balance according to IFRS on 31 March 2017 | 129 | 96 955 | 12 979 | -22 999 | -4 031 | -14 252 | 42 584 | 111 363 |
| - Net appropriation of profits 2017-2018 | ||||||||
| - Transfer of portfolio result to reserves | 7 493 | 7 493 | ||||||
| - Transfer of portfolio result to reserves | -869 | -869 | ||||||
| - Transfer of EPRA earnings to reserves | 7 744 | 7 744 | ||||||
| - Reclassification between reserves | -129 | -1 522 | 1 651 | 0 | ||||
| - Capital increase through contribution in kind | 0 | |||||||
| - Increase in shareholders' equity as a result of mergers | 549 | -925 | 1 472 | 1 096 | ||||
| - Costs of capital increase | 0 | |||||||
| - Other | 447 | -426 | 21 | |||||
| - Other comprehensive income 31/03/2018 | 1 232 | 4 131 | 5 363 | |||||
| Balance according to IFRS on 31 March 2018 | 0 | 109 472 | 11 586 | -23 477 | -2 799 | -10 990 | 48 422 | 132 211 |
| Statutory appropriation of result (in EUR 000) | 31.03.18 | 31.03.17 |
|---|---|---|
| Net result | 45 637 | 44 096 |
| Allocation to / transfer from reserves | ||
| - Allocation to / transfer from the reserves for the balance of changes in fair value of investment properties20 |
||
| Financial year | 2 184 | -10 446 |
| - Allocation to / transfer from the reserves of estimated transfer rights and costs resulting from the hypothetical disposal of investment properties |
369 | |
| - Allocation to / transfer from the reserves for the balance of changes in fair value of authorised hedging instruments not subject to hedge accounting |
-101 | 869 |
| - Allocation to / transfer from other reserves | 0 | 2 952 |
| - Increase in shareholders' equity as a result of mergers | 1 472 | 12 437 |
| Remuneration of capital | 40 995 | 29 727 |
| Remuneration of capital - other | ||
| Result to be carried forward | 8 197 | 20 181 |
| - Changes in the fair value of the real estate of the subsidiaries is assigned to the result on portfolio. As such, the operating results of the subsidiaries for the full financial year can be used for distribution as dividends. |
||
| " | ||
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.
| O1 GENERAL INFORMATION | 184 | |
|---|---|---|
| O2 | Articles of Association | 186 |
Retail estates nv - Public Belgian Real Estate Investment Trust organised and existing under the laws of Belgium.
Industrielaan 6, 1740 Ternat. Pursuant to Article 2 of the articles of association, the registered office of the company may be relocated to any place in Belgium following a decision by the board of directors without any need to amend the articles of association.
The company has been entered in the register of legal entities under company number 0434.797.847.
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 notary public Urbain Drieskens at Houthalen on 12 July 1988 and subsequently published in the Annexes to the Belgian Official 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 27 April 2018 and published in the Annexes to the Belgian Official Gazette of 9 May 2018 under number 18074711.
The company has made a public appeal on savings in accordance with Article 439 of the Belgian Company Code
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 report.
The financial year of the company starts on 1 April and ends on 31 March of each year. The first financial 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 office 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 Court of Commerce or on the website www.retailestates.com.
Notices convening shareholders' meetings shall be published in the Annexes to the Belgian Official 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 financial 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 fulfilled the formalities prescribed by the Belgian Company Code and to any person who requests them. They can also be obtained at the registered office of the company.
Regulated real estate compacy The BE-REIT system was established by the Belgian Royal Decree of 13 July 2014 and the Belgian Act of 12 May 2014, most recently amended by the Belgian Act of 22 October 2017.
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 REITs are regulated by the FSMA and are subject to specific regulations, the most important of which are:
The objective of all these rules is to limit risks. Companies that merge with a BE-REIT are subject to a 16.995% tax on the unrealised gains and taxfree reserves, i.e. the 'exit tax', plus a supertax at the prevailing rate.
The company has the form of a limited liability company ("naamloze vennootschap") under Belgian law with the name "Retail Estates". This name shall be immediately followed by the words "Belgian Real Estate Investment Trust organised and existing under the laws of Belgium" or "Public BE-REIT organised and existing under the laws of Belgium" ("Société immobilière réglementée publique de droit belge" or "SIR publique de droit belge" / "Openbare gereglementeerde vastgoedvennootschap naar Belgisch recht" or "Openbare GVV naar Belgisch recht") and all documents issued by the company shall mention this.
The company solicits its financial resources in Belgium or abroad by means of a public offering of shares, and therefore makes a public appeal on savings within the meaning of Article 438(1) of the Belgian Company Code. The company's shares are admitted to trading on a regulated market.
The company is subject to the statutory framework governing public real estate investment trusts organised and existing under
The company is subject to any applicable Belgian legislation on real estate investment trusts and in particular to the provisions of the Belgian Act of 12 May 2014 on Belgian Reguated Real Estate Companies (the "RREC Act") and the Belgian Royal Decree of 13 July 2014 on Belgian Reguated Real Estate Companies (the "RREC Decree") (this Act and its implementing decree are hereinafter referred to as the "BE-REIT legislation").
The registered office may be transferred to any other location in Belgium pursuant to a decision of the board of directors provided that the applicable legislation on the use of languages is complied with, without an amendment to these articles being required.
(a)to make real estate available to users, directly or through
a company in which it holds shares, in accordance with the provisions of the RREC Act and its implementing decrees and regulations; and (b) to own real estate within the limits of the BE-REIT legislation as specified in Article 2, 5°, i to x of the RREC Act
Real estate is understood to mean:
collective investment in real estate that are established in another Member State of the European Economic Area and that are not registered in the list referred to in Article 260 of the Belgian Act of 19 April 2014, insofar as they are subject to oversight equivalent to that exercised over the public fixed-capital real estate investment funds;
regulated real estate companies.
Within the framework of making available 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, transfer, contribution, development, registration as coownership or joint ownership of real estate as described above, the granting or acquisition of building rights, usufruct, ground lease or other rights 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 purpose that is similar or complementary to that of the company (including participating interests in a subsidiary in respect of which there is a power of control that provides services to the tenants of the buildings of the company and/or its subsidiaries) or that supports or facilitates the realisation of its purpose and, in
general, execute all transactions connected directly or indirectly to its corporate purpose.
The company may grant mortgages or other forms of security as well as extend loans to, and serve as a guarantor for, a subsidiary within the limites of the BE-REIT legislation.
The company may, on a temporary or subsidiary basis, also invest in securities that are not real estate within the meaning of the BE-REIt 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 non-committed liquid assets. The liquid assets can be held in all currencies, in the form of demand and term deposits, as well, as well as all easily convertible money market instruments.
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 subsidiaries may let one or more properties under finance leases, with or without purchase option. Such finance leases with a purchase option may only be granted on a subsidiary basis, 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 business).
In general, the company is deemted to carry out all of its activities and transactions in accordance with the rules and within the limits provided for by the BE-REIT legislation and any other applicable legislation.
The company may not act as a property developer within the meaning of the BE-REIT legislation, except for occasional transactions.
The company is prohibited from:
The company has been incorporated for an unlimited period of time.
The registered capital amounts to two hundred and fifty-six million two hundred and twenty-five thousand to hundred and seventyeight euros and ninety-eight cents (EUR 256,225,278.98)
It is represented by eleven million three hundred and eighty-seven thousand five hundred and ninetythree (11,387,593) shares without par value, each representing an equal share of the capital. The capital has been paid up in full.
The board of directors is authorised to increase the suscribed capital on one or more occasions, up to a maximum amount of one hundred and sixtyfour million thirty-seven thousand eighty-seven euro and seventyfour cents (EUR 164,037,087.74).
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 9 December 2013. This authorisation can be renewed. The board of directors shall determine the price, the issue premium, and the issue conditions for new shares, unless these decisions are taken by the shareholders' meeting.
Within the above limits and without
prejudice to the mandatory provisions of the Belgian Company Code, the board of directors can decide to increase the capital, by means of contributions in cash or in kind, the incorporation of reserves or issue premiums, with or without the issuance of new shares, on a case-by-case basis. The board of directors is also authorised by the shareholders' meeting, to issue other securities, including but not limited to (subordinated or non-subordinated) convertible bonds, warrants, non-voting shares, and preferred shares with regard to dividends and/or liquidation proceeds.
Moreover, the board of directors is allowed to limit or cancel the preferential right granted by the Belgian Company Code to the shareholders, including those in favour of one or more persons other than the employees of the company or a subsidiary, provided an irreducible allocation right is granted to the existing shareholders upon the distribution of new securities. This irreducible allocation right shall meet the requirements determined by the BE-REIT legislation and Article 6.4 of these articles of association.
This right need not be granted in the event of a contribution in cash made in the context of an optional dividend distribution, under the conditions referred to in Article 6.4 of these articles of association.
Capital increases by means of a contribution in kind shall be
carried out in accordance with the requirements determined by the BE-REIT legislation and Article 6.4 of these articles of association. Such contributions can include a right to a dividend in the context of an optional stock dividend distribution.
Without prejudice to the authorisation granted to the board of directors in accordance with the preceding paragraphs, the board of directors is authorised to proceed to one or more capital increases, in the event of a takeover bid for all of the company's shares, under the conditions set forth in Article 607 of the Belgian Companys Code, provided the company has received an acknowledgement of the takeover bid from the Financial Services and Markets Authority (FSMA) within a period of three years from the extraordinary shareholders' meeting of 9 December 2013. If applicable, the board of directors must respect the irreducible allocation right provided for by the BE-REIT legislation. Capital increases carried out by the board of directors pursuant to this authorisation will be deducted from the remaining authorised capital, mentioned in the first paragraph of this Article.
When the board of directors requests payment of an issue premium following its decision to proceed to a capital increase, the amount of this premium shall be allocated to a non-distributable "issue premium" reserve which shall serve, like the capital, as a guarantee to
third parties, and which can only be reduced or abolished pursuant to a decision of the shareholders' meeting, deliberating in accordance with the conditions set forth in Article 612 of the Belgian Company Code, without prejudice to its incorporation into the company's capital.
The company can acquire, pledge or retransfer its own shares subject to the conditions provided for by law.
The board of directors is authorised, within the limits of Articles 620 et seq. of the Belgian Company Code, to decide that the company can acquire, pledge and transfer its own shares when such acquisition or transfer is necessary to avoid serious, imminent harm to the company. This authorisation is valid for a period of three (3) years, as from the publication in the Annexes to the Belgian Official Gazette of the authority granted by the extraordinary shareholders' meeting of 24 October 2014, and can be extended by the shareholders' meeting for the same period of time.
The board of directors is authorised, for a period of five (5) years following the extraordinary shareholders' meeting of 24 October 2014, to acquire, pledge and transfer the company's own shares on the company's behalf, at a unit price which may not be less than 85% of the closing market price on the day preceding the date of the transaction (acquisition, sale or pledge) and
may not exceed 115% of the closing market price on the day preceding the date of the transaction (acquisition, sale or pledge), subject to the requirement that the company may not, at any time, hold more than 20% of the total issued shares.
These conditions and limits extend to acquisitions and transfers of the company's shares by its subsidiaries within the meaning of the first paragraph of Article 627 of the Belgian Company Code, including instances when such acquisitions are made by persons acting in the name and on behalf of a subsidiary.
Any capital increase shall meet the requirements of Articles 581 through 609 of the Belgian Company Code and the BE-REIT legislation.
The company's capital can be increased pursuant to a decision of the shareholders' meeting, deliberating in accordance with Article 558 and, if applicable, Article 560 of the Belgian Company Code, or pursuant to a decision of the board of directors within the limits of the authorised capital. It is, however, forbidden for the company to subscribe, directly or indirectly, to its own capital.
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 at the time that the new shares are awarded. This irreducible allocation right shall meet the following requirements, determined by the BE-REIT legislation:
it applies to all new issued securities;
This irreducible allocation right applies to the issuance of shares, (subordinated or nonsubordinated) convertible bonds and warrants, but does not have to be allocated to a cash contribution with a restriction or cancellation of the preferential subscription right, in addition to a contribution in kind in the context of the distribution of an optional stock dividend, provided the grant thereof is effectively open to all shareholders.
Capital increases by means of contributions in kind are subject to the rules set forth in Articles 601 and 602 of the Belgian Company Code.
Moreover, the following requirements must be met in the event of the
issuance of securities, following a contribution in kind, in accordance with the BE-REIT legislation:
agreement, with a mention of the time period within which the capital increase will effectively be carried out, the document enacting the capital increase shall be drawn up within a maximum period of four months; and
These additional conditions are not applicable in the event of the contribution of a right to a dividend in the context of an optional stock dividend distribution, provided the grant thereof is effectively open to all shareholders.
Should the board of directors decide to request payment of an issue premium, this premium must be credited to an unavailable reserve account which can only be decreased or cancelled by decision of the shaerholders' meeting, taken in the manner required for an amendment of the articles of association, with observance of the procedure to reduce the share capital. The issue premium shall serve, like the share capital, as a guarantee for the benefit of third parties.
A capital decrease may only take place if shareholders in a similar
situation are treated equally and if the applicable provisions of the Belgian Company Code are complied with.
In accordance with the BE-REIT legislation, the additional requirements set forth in Article 6.4 in the event of a contribution in kind are applicable mutatis mutandis to mergers, demergers and equivalent transactions within the meaning of Articles 671 to 677, 681 to 758 and 772/1 of the Belgian Company Code.
Article 7: Nature of the shares At the shareholders' choosing, the shares can be registered or in dematerialised form.
Any shareholder may at any time request the conversion of his or her shares.
The shares shall remain in registered form when the law so requires.
The board of directors may, within the limits laid down by law, determine the formalities for the conversion of former bearer securities into securities in dematerialised form (and/or registered securities).
Registered securities shall be recorded in the share register kept at the company's registered office. Title to the shares can only be established through the recording in this register.
Dematerialised securities are represented by an entry into
an account, in the name of the owner or the holder, with a settlement institution or authorised account holder.
All shares are fully paid up, and without par value.
The shares are indivisible, and the company only recognises one owner per share. When several persons may claim rights to the same share, the exercise of the rights attached to this share shall be suspended until a single person is designated as the owner with regard to the company.
The company is authorised to issue the securities referred to in Article 460 of the Belgian Company Code, with the exception of profit sharing instruments and similar securities, provided that the specific rules stipulated by the BE REIT legislation and these articles of association are respected.
Article 10: Stock exchange listing and disclosure of substantial shareholdings The company's shares must be admitted to trading on a regulated market in Belgium, in accordance with the BE-REIT legislation.
Each shareholder has the obligation to notify the Financial Services and Markets Authority (FSMA) of their possession of securities with voting effects, their voting rights, or similar
financial instruments issued by the company, in accordance with the legislation on the disclosure of substantial shareholdings.
The thresholds above which the notification obligation comes into effect, for the purposes of the legislation on the disclosure of substantial shareholdings, is fixed at three percent (3%), five percent (5%) and multiples of five percent (5%) of the total number of outstanding voting rights.
With the exception of the derogations provided for by the Belgian Company Code, no-one is allowed more votes at a shareholders' meeting of the company than the number of votes attached to the shres which the person in question had declared to own at the latest twenty (20) days before the date of the shareholders' meeting.
The company is managed by a board of directors. The board shall be composed of a minimum of three and a maximum of twelve members, who need not necessarily be shareholders in the company, who are appointed by the shareholders' meeting for a maximum term of six years and who can be removed from office by the shareholders' meeting at any time. Resigning directors are eligible for reappointment.
The board of directors shall have at
least three independent directors, within the meaning of Article 526ter of the Belgian Company Code.
For the exercise of their mandates, the directors must have the necessary professional integrity and appropriate expertise as provided for in the BE-REIT legislation, and may not fall within the scope of the prohibitions laid down in the BE-REIT legislation.
In the event of a vacancy on the board of directors, the remaining directors shall have the right to temporarily appoint another director to fill the vacancy until the next shareholders' meeting, at which time the vacancy will be filled on a permanent basis.
Every director thus appointed by the general meeting completes the term of office of the director he replaces.
Article 12. – Chairmanship and meetings of the board of directors The board of directors may appoint a chairperson from among its members.
The board of directors shall meet when convened by the chairperson, by two directors or by the managing director(s), whenever the interests of the company so require.
Notices of meetings shall indicate the place, date, time and agenda of the meeting and shall be sent by regular mail, fax or email at the latest 24 hours in advance.
In exceptional circumstances, when the above-mentioned convening deadlines cannot be met, the time periods may be shortened. If necessary, notice may be given by telephone, in addition to the above-mentioned means.
The meeting is chaired by 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 need not be a director.
Any director may, by letter, fax, email or any other written means, give a proxy to another member of the board to represent him or her at a given meeting. No member of the board may represent more than three other directors.
Each director who attends or is represented at a meeting is deemed to have been validly notified thereof. A director may also, before or after a board meeting which he or she did not attend, waive his or her right to claim a defect or irregularity with respect to the fulfilment of the convening formalities. In any case, the proper fulfilment of the convening formalities need not be proven when all directors are present or validly represented and express their agreement with the agenda.
Meetings of the board of directors may validly be held by videoconference or conference call. In this case, the meeting will be considered to have been held at the company's registered office if at least one director was physically present at this location.
The directors may use the information they acquire in their capacity as directors only in the scope of their official duties.
Except in the case of force majeure, the board of directors may validly deliberate and take decisions only if at least half its members are present or represented. If this condition is not met, a new meeting may be called, 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.
Barring exceptional cases, the meeting may, in principle, only deliberate and vote on the items that are on the agenda.
Pursuant to Article 521 of the Belgian Company Code, in exceptional cases duly justified by their urgency and the corporate interest, the board of directors may take decisions unanimously in writing. However, this procedure may not be used to adopt the annual accounts or determine the appropriation of the authorised capital.
Board decisions shall be approved by a simple majority of votes cast by those directors who are present or represented or, in the event of one or more of them having
abstained, by a majority of the other directors. In the event of a tie, the director chairing the meeting shall cast the deciding vote.
When a director has a conflict of interest and consequently does not take part in the board's deliberations or vote on a particular decision or transaction, the vote of this director shall not be taken into account for the purpose of calculating the quorum and majority.
Decisions of the board of directors are recorded in minutes, signed by the chairperson of the board, the secretary, and those members who so request. These minutes are kept in a special register. Proxies are attached to the minutes of the meeting for which they were given.
Copies of or extracts from these minutes, which are to be used in legal proceedings or otherwise, 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 directors, the person(s) in charge of the daily management and the company's attorneys-in-fact may not act as a counterparty in a transaction with the company or one of its subsidiaries nor derive any benefit from such a transaction, except when the transaction is proposed in the interest of the company
and the transaction is situated within the normal course of the company's strategy and is conducted in ordinary market conditions.
In this case, the company must first inform the Financial Services and Markets Authority (FSMA).
The transactions mentioned in the first paragraph, as well as the information contained in the aforementioned notice, shall be immediately made public and explained in the annual report and, if applicable, the half-year report.
The previous provisions do not apply to transactions that fall outside the scope of application of the conflicts of interest procedure provided for by the BE-REIT legislation.
Articles 523 and 524 of the Belgian Companies Code remain applicable in full.
Article 15: Powers of the board of directors The board of directors is vested with the powers to perform all acts necessary or useful for the realisation of the company's corporate purpose, 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 experts, in accordance with the BE-REIT legislation, and if applicable, propose any modification to the list of experts, contained in the file accompanying its application to be recognised as a BE-REIT.
The board may determine the remuneration of any attorneyin-fact to whom it grants special powers, in accordance with the BE-REIT legislation.
The directors shall be reimbursed for normal, legitimate expenses and costs incurred in the performance of their duties, provided that these costs were previously discussed with and accepted by the chairperson of the board of directors.
Moreover, in accordance with the BE-REIT legislation, no remuneration may be granted to directors based on a specific transaction of the company or its subsidiaries.
The effective management of the company must be assigned to a minimum of two persons.
For the exercise of their mandates, the persons entrusted with the effective management of the company must have the necessary professional integrity and appropriate expertise in accordance with the BE-REIT legislation, and may not fall within the scope of the prohibitions laid down in the BE-REIT legislation.
The board of directors may delegate the daily management of the company to one or more persons, on the understanding that the daily management shall be organised in such a way that the board of directors has at least two directors who may jointly ensure the daily management or supervise the performance thereof.
The board and the persons entrusted with the daily management, within the limits of their powers, may delegate to a representative, who need not be a director, all or some of their powers pertaining to extraordinary or specific matters within the context of a given mandate.
The board of directors may create one or several advisory committees from amongst its members, which will fall under the responsibility of the board of directors. The board shall determine the composition and the duties of any such committees.
Without prejudice to Article 17 relating to the daily management and the delegation of powers, and within the limits provided for by Article 524bis of the Belgian Company Code, the board of directors may delegate all or some of its managerial powers to a management committee ("directiecomité"), composed of several members, who need not be directors, although this delegation of powers may not concern the
company's general policy, any acts reserved by other legal provisions or the articles of association to the board of directors, or decisions or transactions to which Article 524ter of the Belgian Company Code applies, in which case the notification procedure set forth in Article 524ter § 2 will apply.
The board of directors is responsible for overseeing the management committee. The board determines the management committee's working procedure and the conditions for the appointment and removal of its members, as well as their remuneration and the length of their term of office.
If a legal entity is appointed to the management committee, it has the obligation to designate, in accordance with the applicable provisions of the Belgian Company Code, a permanent representative to perform its duties in its name and on its behalf.
The company is validly represented in all actions, including those involving a public official or a notary public, either by two directors acting jointly or, in the context of the daily management, by a person entrusted with this management. With respect to third parties, they need not produce proof of a prior decision of the board.
Moreover, the company is validly
bound by special attorneysin-fact acting within the scope of their mandate.
The company may be represented abroad by any person expressly authorised to do so by the board of directors.
The company shall appoint one or more statutory auditors to perform the duties incumbent on them pursuant to the Belgian Company Code and the BE-REIT legislation.
The statutory auditor(s) must be recognised by the Financial Services and Markets Authority (FSMA).
The annual shareholders' meeting shall be held each year, on the penultimate Monday of July, at 10:00 a.m. If this day is a public holiday, the annual shareholders' meeting will be held on the next working day, at the same time.
An extraordinary or special shareholders' meeting may be convened any time the interests of the company so require.
These shareholders' meetings may be convened by the board of directors or by the statutory auditor(s) and must be called each time that the shareholders collectively representing one-fifth of the registered capital so request. Shareholders' meetings are held at the company's registered office or at any other location mentioned in the notice or otherwise indicated.
One or several shareholders collectively possessing at least 3% of the registered capital may, in accordance with the provisions of the Belgian Company Code and within the limits thereof, 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. Additional agenda items or proposed resolutions must be submitted to the company no later than on the twenty-second (22nd) day before the date of the shareholders' meeting. The directors shall answer the questions put to them by shareholders during the shareholders' meeting or those which have been submitted in writing about their report or other agenda items, provided that the provision of the information or facts in question could not harm the company's professional interests or undermine their duty of confidentiality to the company. As soon as the notice of the shareholders' meeting is published, the shareholders may submit questions in writing, which will be answered during the meeting, provided that they were submitted to the company no later than the sixth day prior to the meeting.
The statutory auditor(s) shall answer the questions asked
by the shareholders about his/ her/their audit report.
Pursuant to Article 533 of the Belgian Company Code, a shareholders' meeting must be convened by means of a notice published in the Belgian Official Gazette, a national newspaper (except in those cases expressly mentioned in the Belgian Company Code) and in the media in accordance with the requirements of the Belgian Company Code, at the latest 30 days before the meeting. If a new meeting must be convened and if the date of the second meeting is mentioned in the first notice, the notice for the second meeting must be published at the latest 17 days before the meeting.
The notice shall be sent to the holders of shares, bonds, registered warrants and registered depositary receipts for shares issued with the company' concurrence, as well as to the directors and statutory auditors within the above-mentioned period before the meeting; the notice may be sent by regular mail, unless the recipients have individually and expressly agreed in writing to receive the notice by another means of communication. No proof need be provided of the fulfilment of this formality.
The notice shall contain the agenda for the meeting, with incidation of the matters to be discussed and the proposed resolutions, as well as the date, time, and place of the meeting and the other information required by the Belgian Company Code.
The required documents are made available and a copy thereof shall be sent to the entitled recipients pursuant to the applicable provisions of the Belgian Company Code.
A shareholder who attends or is represented at a meeting is considered to have received valid notice thereof. A shareholder may also, before or after a shareholders' meeting which he or she does not attend, waive his or her right to invoke any defect or irregularity committed in the fulfilment of the convening formalities.
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 shareholders' meeting, at twenty-four hours (Belgian time) (hereinafter the "record date"), in either the register of the company's registered shares or in the books 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 produce 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 record date with which the shareholder has declared his or her intention to participate in the shareholders' meeting.
The certificate must be submitted to the company's registered office or to an institution identified in the notice of the meeting, no later than six days before the date of the meeting.
The holders of registered shares who wish to attend a shareholders' meeting must notify the company of their intention to do so by regular mail, fax or email addressed to the company's registered office, no later than the sixth day before the date of the meeting.
All shareholders or their proxy holders have the obligation, before attending a meeting, to sign the attendance list, indicating the last name, the first name(s), and the address of the shareholder and the number of shares represented.
All shareholders may be represented at a shareholders' meeting by a proxy, who need not be a shareholder.
A shareholder may only appoint one proxy holder for a given shareholders' meeting, without prejudice to the derogations provided for in the Belgian Company Code.
In order to be valid, any request
to appoint a proxy holder shall include at least the following information: (1) the agenda for the meeting, indicating the matters to be discussed and the proposed resolutions; (2) a request for instructions regarding the exercising of voting rights for the various items of the agenda; and (3) an indication of the manner in which the proxy should exercise the voting rights in the absence of instructions from the shareholder.
The proxy form must be signed by the shareholder and be submitted at the company's registered office or the location indicated in the notice, no later than the sixth day before the date of the shareholders' meeting.
Co-owners, usufructuaries and bare owners, creditors holding a pledge and debtors-pledgees must be represented, respectively, by one and the same person.
If the board of directors so authorises in the notice of the meeting, shareholders may vote on the items of the agenda by correspondence, using a form prepared and made available by the company.
The form for distance voting shall include at least the following information: (1) the name or corporate name of the shareholder, as well as the shareholder's address or registered office; (2) the number of votes the shareholder wishes to cast at the shareholders' meeting;
(3) the type of shares held; (4) the agenda for the meeting, including proposals for resolutions; (5) the deadline by which the form must reach the company; and (6) the shareholder's signature. The form shall expressly state that it must be signed by the shareholder and sent to the company by registered letter no later than six days before the date of the meeting.
Every shareholders' meeting shall be 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 select two vote counters, acting on a proposal of the chairperson.
The minutes of shareholders' meetings are signed by the chairperson of the meeting, the secretary, the vote counters, the directors and the statutory auditor(s) present, as well as by those shareholders who so request.
The minutes shall be kept in a special register. Proxies are attached to the minutes of the meeting for which they were given.
Article 27: Number of votes and the exercise of voting rights Each share carries one vote.
The holders of bonds and warrants may attend the shareholders' meeting, but only have an advisory vote.
The shareholders' meeting may validly deliberate and vote, regardless of the percentage of the registered capital present or represented, except in those cases where the Belgian Company Code requires a quorum.
The shareholders' meeting may not deliberate on items that do not appear on the agenda, unless all shareholders are physically present or represented at the meeting and unanimously decide to extend the agenda.
Unless provided otherwise by law or by provisions of the articles of association, all resolutions are adopted by a simple majority of the votes cast. Blank and invalidly marked ballots shall not be counted when calculating the votes cast.
Resolutions relating to the approval of the company's annual accounts and the discharge to be granted to the directors and statutory auditor(s) are adopted by a majority of votes.
When the shareholders' meeting is required to deliberate, amongst other things, on:
the registered capital, - the issuance of shares below the accounting par value, - the issuance of convertible - the dissolution of the company,
at least half the shares representing the capital must be represented at the meeting. If this condition is not met, a new meeting must be convened, which will validly deliberate, regardless of the number of shares represented.
Decisions on the above-mentioned subjects must be approved by a majority of three quarters of the votes cast, without prejudice to other rules of attendance and majority provided for by the Belgian Company Code, including those in relation to a change to the corporate purposes, the acquisition, the pledge and the transfer of own shares by the company, the dissolution of the company when, as a result of losses, the company's net asset value falls below a quarter of its registered capital, and the conversion of the company into a different corporate form.
Voting shall take place by a show of hands or roll call, unless the shareholders' meeting decides otherwise by a simple majority of votes cast.
Article 29: Minutes The minutes of shareholders' meetings are signed by the officers and by those shareholders who so request.
Copies of or extracts from the minutes that are to be used in court or otherwise shall be signed by the chairperson, the secretary and the vote counters or, in their absence, by two directors.
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 board of directors shall draw up un inventory, as well as the annual accounts. The board of directors shall also draft a report, in which it explains its management of the company. The statutory auditor shall draft a detailed written report in preparation for the annual shareholders' meeting. These documents shall be prepared in accordance with the applicable statutory provisions.
On an annual basis, the company must distribute a dividend to its shareholders, within the permissible limits of the Belgian Company Code and the BE-REIT legislation, the minimum amount of which is prescribed by the BE-REIT legislation.
The board of directors may, within the limits of the applicable provisions of the Belgian Company Code, distribute an interim dividend from
the profits for the financial year and determine a payment date.
The dividends that the shareholders' meeting decides to distribute shall be paid at the time and place determined by the shareholders' meeting or the board of directors.
Any dividends or interim dividends distributed in violation of the law must be reimbursed by the shareholders who received them, if the company can prove that the shareholders in question knew, or should have known, under the circumstances, that the distribution made in their favour was contrary to the statutory requirements.
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 of the dissolution of the company, for whatever reason and at any time whatsoever, the liquidation shall be carried out by one or several liquidators appointed by the shareholders' meeting. The liquidator(s) may only take office after ratification of his/her/its/their appointment by the court of commerce. If no liquidator(s) is/are appointed, the members of the board of directors shall be considered liquidators with regard to third parties.
The liquidators shall form a board ("college"). To this end, they shall have the broadest powers in accordance with the applicable provisions of the Belgian Company Code, without prejudice to any limits imposed by the shareholders' meeting.
The liquidator(s) has/have the obligation to call a shareholders' meeting each time such a meeting is requested by the shareholders collectively representing a fifth of the registered capital.
The company's annual and half-year reports, containing the statutory and consolidated annual and half-year accounts, 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 BE-REIT legislation. |198 |retail estates - annual report 2017-2018
The shareholders' meeting shall determine the fees of the liquidator(s).
The liquidation of the company shall be closed in accordance with the provisions of the Belgian Company Code.
After settlement of all debts, expenses and liquidation costs, the net asset value shall first be used to pay back, in cash or in kind, the paid-up registered capital that has not yet been reimbursed.
Any remaining balance shall be divided equally among the shares.
Article 36: Election of domicile Any director, manager and liquidator of the company who has his/ her place of residence abroad is deemed, for the purpose of his or her official functions, to have elected domicile at the company's registered office, to which address all communications, notices, and writs of summons may be validly sent.
The holders of registered shares must notify the company of any change of address; in the absence thereof, all communications, notices and writs of summons will be validly sent to their last known address.
Any provision of these articles of association that is contrary to the mandatory provisions of the Belgian Company Code and to the BE-REIT legislation shall be deemed null and void; the invalidity of any one of these articles or any part thereof shall have no effect on the remaining articles.
| O1 | Glossary - General | 202 |
|---|---|---|
| O2 Glossary – Alternative performance benchmarks |
204 |
This is the term to be used for the purchase of a building. Any transaction costs paid are included in the acquisition price.
The Royal Decree of 13 July 2014 implementing the Belgian Act of 12 May 2014 on Belgian real estate investment trusts companies (BE-REITs).
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 float percentage and the velocity of circulation of the shares in the basket.
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 five different retail outlets.
The index-linked basic rents as contractually determined in the lease agreements as of 31 March 2018, before deduction of gratuities or other benefits granted to the tenants.
Good governance means adherence to principles such as transparency, integrity and balance between responsibilities, based on the reccommendations of the FSMA and Euronext. In a more general sense, they are part of strict business ethics and require compliance with the Belgian Act of 2 August 2002.
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 final share price of the financial 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.
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 float 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.
The gross dividend per share is the operating profit 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 it 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.
Net dividend 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 premises grouped along roads leading into and out of cities and towns. Each peripheral retail store has its own car park and an entrance and exit road connecting 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.
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.
The "Operating result before result of the portfolio" divided by the "Net rental income".
Allows measuring the operational performance of the company.
The "Financial result" minuse the "Changes in fair value of financial assets and liabilities"
Allows to make a distinction between the realised and the unrealised financial result.
The "Result on the portfolio" consists of the following items:
Allows to measure realised and unrealised gains and losses related to the portfolio, compared to the last valuation by independent real estate experts.
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.
Shareholders' equity (excluding the impat 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.
| (in EUR 000) | 31.03.18 | 31.03.17 |
|---|---|---|
| Operating result before | ||
| result on portfolio (A) | 66 234 | 57 584 |
| Net rental income (B) | 77 848 | 66 024 |
| Operating margin (A/B) | 85.08% | 87.22% |
| Financial result (A) | -17 268 | -19 064 |
|---|---|---|
| Changes in fair value of financial assets and liabilities (B) |
101 | -869 |
| Financial result (excluding changes in fair value of financial assets and liabilities) (A-B) |
-17 369 | -18 195 |
| (in EUR 000) | 31.03.18 | 31.03.17 |
|---|---|---|
| Result on disposals of investment properties (A) |
92 | 279 |
| Result on sales of other non financial assets (B) |
0 | 0 |
| Changes in fair value of investment properties (C) |
-2 505 | 13 754 |
| Other result on portfolio (D) | 1 106 | -144 |
| Result on portfolio (A+B+C+D) | -1 307 | 13 889 |
| Result on disposals of investment properties (A) |
92 | 279 |
|---|---|---|
| Result on sales of other non financial assets (B) |
0 | 0 |
| Changes in fair value of investment properties (C) |
-2 505 | 13 754 |
| Other result on portfolio (D) | 1 106 | -144 |
| Result on portfolio (A+B+C+D) | -1 307 | 13 889 |
| NCIAL ASSETS AND LIABILITIES). | ||
|---|---|---|
| 31.03.18 | 31.03.17 | |
| -17268 | $-19.064$ | |
| 101 | -869 | |
| -17369 | -18 195 |
| (in EUR 000) | 31.03.18 | 31.03.17 |
|---|---|---|
| Interest charges (including the | ||
| credit margin and the cost of the | ||
| hedging instruments) (A) | 16 583 | 17 404 |
| Weighted average financial | ||
| debt of the period (B) | 632 052 | 501 328 |
| Weighted average interest rate (A/B) | 2.62% | 3.42% |
| (in EUR 000) | 31.03.18 | 31.03.17 |
|---|---|---|
| Shareholders' equity attributable to the | ||
| shareholders of the parent company (A) | 568 332 | 514 970 |
| Impact on the fair value of estimated | ||
| transaction rights and costs resulting | ||
| from the hypothetical disposal | ||
| of investment properties (B) | -44 780 | -26 703 |
| The fair value of authorised | ||
| hedging instruments qualifying | ||
| for hedge accounting (C) | -13 688 | -19 153 |
| Proposed gross dividend (D) | 40 995 | 29 727 |
| Number of ordinary shares | ||
| in circulation (E) | 9 489 661 | 9 008 208 |
| Net asset value per share (investment value) excluding dividend excluding the fair value of authorised hedging |
||
| instruments ((A-B-C-D)/E) | 61.73 | 58.96 |
Openbare gereglementeerde vastgoedvennootschap ("GVV") naar Belgisch recht organised and existing under the laws of Belgium. at 1932 Brussel, represented by Mr Damien Walgrave Investment value EUR 1,392.43 million – fair value EUR 1,349.37 million (incl. value of "Immobilière Distri-Land nv" real estate certificates)
| 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, Belgium |
| Tel: | +32 (0)2 568 10 20 |
| Fax: | +32 (0)2 581 09 42 |
| E-mail: | [email protected] |
| Website: | www.retailestates.com |
| Register of legal entities: | 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 March 1998 (until 23 October 2014) |
| Status as Belgian real estate | |
| investment trust (BE-REIT) granted: | 24 October 2014 |
| Duration: | Unlimited |
| Management: | Internal |
| Statutory auditor: | PwC Bedrijfsrevisoren bcvba – Woluwegarden-Woluwedal 18 |
| at 1932 Brussel, represented by Mr Damien Walgrave | |
| Financial year closing: | 31 March |
| Capital at 27.04.2018: | EUR 256,225,278.98 |
| Number of shares at 27.04.2018: | 11,387,593 |
| Annual shareholders' meeting: | Penultimate Monday of July |
| Share listing: | Euronext – continuous market |
| Financial services: | KBC Bank |
| Value of real estate portfolio | Investment value EUR 1,392.43 million – fair value EUR 1,349.37 million |
| as of 31.03.2018: | (incl. value of "Immobilière Distri-Land nv" real estate certificates) |
| Real estate experts: | Cushman & Wakefield, CBRE and Stadim |
| Number of properties as of 31.03.2018: | 817 |
| Type of properties: | Out-of-town retail real estate |
| Liquidity provider: | KBC Securities and De Groof Petercam |
This annual report is also available in Dutch, French and English versions.
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 of the other information published on the website of Retail Estates nv is part of this annual report.
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