Interim / Quarterly Report • Aug 26, 2013
Interim / Quarterly Report
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26 August 2013
During the first half VGP continued to prepare the development pipeline for future growth by substantially expanding its footprint in Germany through the acquisition of 510,000 m² of new development land in Hamburg (Germany) and by acquiring 110,000 m² of new development land in Tallinn (Estonia). During this period VGP has also seen an encouraging increase in demand for new lettable space in most of its parks.
During the first half of 2013 VGP's activities can be summarised as follows:
• The lease activities resulted in the renewal or the signing of new annualised committed leases in excess of € 6.2 million in total of which € 3.2 million were new or replacement leases (€ 1.6 million on behalf of associates) and € 3.0 million (all related to associates) were related to renewals of existing lease contracts.
1 The Extraordinary Shareholders' Meeting will be held on 27 September 2013.
1 Distribution pay-out yield calculated as: "distributed cash / share price". The proposed distribution of € 0.41 per share corresponds to a payout yield of 2.2% (based on the share price as at 30 June 2013.
2 Calculation based on the net debt position as at 18 August 2013 and the equity and total liabilities' position as at 30 June 2013 adjusted for the € 24.9 million settlement payment for Hamburg land and the € 7.6 million anticipated capital distribution.
• Finally, further progress was also made in the expansion of the Group's facility management by the acquisition of the Czech facility management company SUTA s.r.o.
| Condensed consolidated income statement (in thousands of €) | 30.06.2013 | 30.06.2012 |
|---|---|---|
| NET CURRENT RESULT | ||
| Gross rental income | 1,981 | 1,019 |
| Service charge income / (expenses) | 58 | 262 |
| Property operating expenses | (233) | (341) |
| Net rental and related income | 1,806 | 940 |
| Other income / (expenses) - incl. administrative costs | (895) | (1,484) |
| Operating result (before result on portfolio) | 911 | (544) |
| Net financial result2 | 1,540 | 1,565 |
| Revaluation of interest rate financial instruments (IAS 39) | 141 | - |
| Taxes | (288) | 57 |
| Net current result | 2,304 | 1,078 |
| RESULT ON PROPERTY PORTFOLIO | ||
| Net valuation gains / (losses) on investment properties | 7,368 | 5,504 |
| Deferred taxes | (1,400) | (1,046) |
| Result on property portfolio | 5,968 | 4,458 |
| NET RESULT | ||
| Share in the result of associates | 829 | (139) |
| Adjustment made to the 30 June 2012 figures re VGP Estonia¹ | 635 | |
| NET RESULT (reported) | 9,101 | 6,032 |
| RESULT PER SHARE | 30.06.2013 | 30.06.2012 |
|---|---|---|
| Number of ordinary shares | 18,583,050 | 18,583,050 |
| Net current result per share (in €) | 0.12 | 0.06 |
| Net result (reported) per share (in €) | 0.49 | 0.32 |
The increase of gross rental income reflects the full impact of the income generating assets delivered during 2013. The gross rental income of VGP Estonia for the period January 2012 to 24 May 2012 was € 0.6 million.
1 VGP Estonia sold all of its income generating assets (40,000m²) on 24 May 2012. Therefore for comparative purposes the figures as at 30 June 2012 were amended in order to exclude impact of this disposal.
2 Excluding the revaluation of interest rate financial instruments.
During the first half of 2013, VGP was able to sign new annualised committed leases in excess of € 6.2 million1 in total of which € 3.2 million2 related to new lettable area or replacement leases and € 3.0 million3 to the renewal of existing leases.
The Group's property portfolio reached an occupancy rate of 95.4% at the end of June 2013 (excluding the associates) compared to 94.9% at the end of December 2012. The occupancy rate of the associates' portfolio reached 94.8% at the end of June 2013, slightly higher than the 94.5% at the end of 2012.
The signed committed lease agreements (own portfolio) represent a total of 122,454 m² of lettable area with the weighted average term of the committed leases standing at 8.8 years at the end of June 2013 (compared to 9.8 years at the end of 2012).
As at 30 June 2013 the net valuation gain on the property portfolio reaches € 7.4 million against a net valuation gain of € 5.5 million per 30 June 2012.
The total property portfolio (including the associates), excluding development land, is valued by the valuation expert at 30 June 2013 based on an average market rate of 8.70%4 (compared to 8.42% as at 31 December 2012) applied to the contractual rents increased by the estimated rental value on unlet space.
The (re)valuation of the portfolio was based on the appraisal report of Jones Lang LaSalle.
For the period ending 30 June 2013, the financial income included a € 1.7 million interest income on loans granted to associates (which was similar as compared to 30 June 2012), and € 0.1 million unrealised gain on interest rate derivatives.
The financial expenses as at 30 June 2013 are mainly made up of € 0.4 million interest expenses related to financial debt (€ 0.3 million as at 30 June 2012) and a positive impact of € 0.3 million (€ 0.1 million per 30 June 2012) related to capitalised interests.
Loans to associates decreased slightly from € 45.8 million as at 31 December 2012 to € 45.6 million as at 30 June 2013. Bank debt increased to € 22.1 million at the end of June 2013 compared to € 16.2 million at the end of December 2012.
1 € 4.6 million related to associates
2 € 1.6 million related to associates
3 All related to associates
4 Yield applicable for total portfolio including the associates. If the associates would have been excluded the yields would have been 9.03% at the end of June 2013 compared to 8.86% as at the end of December 2012.
The fair value of the investment property, the investment property under construction and development land (the "property portfolio") as at 30 June 2013 increased with 50.4% to € 152.9 million compared to € 101.6 million as at 31 December 2012. The increase of the property portfolio was mainly due to the acquisition of new development land and to a lesser extend to the start-up of new projects.
During the first half year 3 building were completed.
For its own account VGP delivered 2 buildings i.e. 1 building of 6,471 m² at VGP Park Tuchomerice (Czech Republic) and one building of 8,621 m² at VGP Park Brno.
For the account of its associates VGP delivered 1 building of 6,358 m² at VGP Park Horni Pocernice.
The Group has currently a total of 7 completed buildings (88,470 m²) in its investment portfolio with another 56 buildings (608,481 m²) under management and partially owned through its associates.
At the end of June 2013 there were 8 buildings under construction.
For its own account VGP has following 6 new buildings under construction: 1 building in each of the following Czech parks, VGP Park Hradek nad Nisou and VGP Park Brno. In the other countries: 1 building in VGP Park Malacky (Slovakia), VGP Park Tallinn II (Estonia), VGP Park Timisoara (Romania) and 1 building in VGP Park Bingen (Germany).
The new buildings under construction on which 50% pre-leases have already been signed, represent a total future lettable area of 85,218 m² which corresponds to an estimated annualised rent income of € 4.3 million.
On behalf of its associates VGP is constructing 2 new buildings: 1 new building in VGP Park Liberec and 1 building in VGP Park Nýřany.
The new buildings under construction on which several pre-leases have already been signed, represent a total future lettable area of 18,285 m² which corresponds to an estimated annualised rent income of € 0.9 million.
During the first half of 2013 VGP continued to prepare the development pipeline for future growth through the acquisition of 634,000 m² of new development land of which 524,000 m² was located in Germany and 110,000 m² in Estonia.
In the Czech Republic all the necessary permits were received for the start-up of the infrastructure works of the new VGP Usti nad Labem and Plzen parks. These works are currently progressing as planned and will be completed during Q3 2013.
VGP has currently a land bank in full ownership of 1,724,970 m². The land bank allows VGP to develop besides the current completed projects and projects under construction a further 543,000 of lettable area of which 130,000 m² in the Czech Republic, 210,000 m² in Germany and 203,000 in the other countries.
Besides this VGP is currently looking at or has under option, subject to permits, another 370,000 m² of new plots of which 324,000m² are located in Germany. These land plots have a development potential of
approx. 170,000 m² of new projects. VGP expects to acquire 218,000 m² of these land plots located in Germany during Q3 2013.
In order to finance the expansion plans of the Group, VGP NV made a public offer in Belgium of a retail bond at the end of June 2013.
The public offer was closed early on the first day of the subscription period because the Lead Manager (KBC Bank) received a total amount of subscriptions that was more than 2.5 times higher than the maximum expected issue amount of € 75 million.
The bond was issued on 12 July 2013, and has a 4 year term with a gross fixed rate coupon of 5.15% p.a.
The net proceeds of the issue of the bonds, are and will be primarily used to acquire and expand the land bank in Germany and to a lesser extent to finance the development pipeline in the amounts not financed by the banking institutions.
In order to strengthen the service offering of VGP's facility management, VGP acquired SUTA s.r.o., a company specialised in cleaning and maintenance works which has since long been an established player in its field on the Czech market, in May 2013.
This bolt-on acquisition represents a nice fit with the Group's existing facility management services and VGP is convinced that with this acquisition a lot of synergies can be achieved between its different business entities.
As at 30 June 2013 the trade debts and other current liabilities stood at € 31.3 million (compared to € 3.7 million as at 31 December 2012). The main reason for this relates to a € 24.9 million final settlement payable on the acquired development land in Hamburg (Germany) and which was subject to a number of conditions subsequent to the purchase of the land. Following the fulfilment of these conditions subsequent the balance was paid in July 2013.
The overview of the most significant risks to which the VGP Group is exposed to can be found on page 30 to 31 of the Annual Report 2012. These risks remain actual and valid and will continue to apply for the remainder of the financial year.
During the first half of 2013 VGP has been successfully expanding its land bank and has been starting to gradually focus more and more on Germany.
Based on the positive trend in the demands for lettable area recorded by VGP during the first half of 2013, and provided there are no unforeseen events of economic and financial markets nature, VGP should be able to continue to substantially expand its rent income and property portfolio through the start-up of additional new buildings.
Third quarter trading update 2013 14 November 2013
The Board of Directors of VGP NV represented by Mr Marek Šebest'ák, Chairman, VM Invest NV represented by Mr Bart Van Malderen, Jan Van Geet s.r.o. represented by Mr Jan van Geet, CEO, Mr Alexander Saverys and Rijo Advies BVBA, represented by Mr Jos Thys, jointly certify that, to the best of their knowledge,
Mr Jan Van Geet Mr Dirk Stoop CEO CFO Tel. + 42 0602 404 790 Tel.+32 2 737 74 06 E-mail: [email protected] E-mail: [email protected]
VGP (www.vgpparks.eu) constructs and develops high-end semi-industrial real estate and ancillary offices for its own account and for the account of its associates, which are subsequently rented out to reputable clients on long term lease contracts. VGP has an in-house team which manages all activities of the fully integrated business model: from identification and acquisition of land, to the conceptualisation and design of the project, the supervision of the construction works, contracts with potential tenants and the facility management of its own real estate portfolio.
VGP is quoted on Euronext Brussels and the Main Market of the Prague Stock Exchange.
For the year period 30 June
| INCOME STATEMENT (in thousands of €) | 30.06.2013 | 30.06.2012 |
|---|---|---|
| Gross rental income | 1,981 | 1,600 |
| Service charge income | 601 | 731 |
| Service charge expenses | (543) | (518) |
| Property operating expenses | (233) | (698) |
| Net rental and related income | 1,806 | 1,115 |
| Unrealised valuation gains / (losses) on investment properties | 7,363 | 5,253 |
| Realised valuation gains / (losses) on disposal of subsidiaries | ||
| and investment properties | 5 | 251 |
| Net valuation gains / (losses) on investment properties | 7,368 | 5,504 |
| Property result | 9,174 | 6,619 |
| Administrative cost | (2,116) | (1,374) |
| Other income | 1,562 | 1,071 |
| Other expenses | (341) | (332) |
| Net operating profit before net financial result | 8,279 | 5,984 |
| Financial income | 1,836 | 1,763 |
| Financial expenses | (155) | (578) |
| Net financial result | 1,681 | 1,185 |
| Result before taxes | 9,960 | 7,169 |
| Taxes | (1,688) | (998) |
| Result after taxes (consolidated companies) | 8,272 | 6,171 |
| Share in result of associates | 829 | (139) |
| Net result | 9,101 | 6,032 |
| RESULT PER SHARE | 30.06.2013 | 30.06.2012 |
|---|---|---|
| Basic earnings per share (in €) | 0.49 | 0.32 |
| Diluted earnings per share (in €) | 0.49 | 0.32 |
1 The condensed interim consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the European Union
| STATEMENT OF COMPREHENSIVE INCOME (in thousands of €) | 30.06.2013 | 30.06.2012 |
|---|---|---|
| Net result | 9,101 | 6,032 |
| Interest rate hedging derivatives | - | - |
| Tax relating to components of other comprehensive income | - | - |
| Other comprehensive income to be reclassified to profit or loss in | ||
| subsequent periods | - | - |
| Other comprehensive income not to be reclassified to profit or loss in | ||
| subsequent periods | - | - |
| Other comprehensive income for the period | - | - |
| Total comprehensive income / (loss) of the period | 9,101 | 6,032 |
| Attributable to: | ||
| Equity holders of the parent | 9,101 | 6,032 |
| Minority interests | - | - |
| ASSETS (in thousands of €) | 30.06.2013 | 31.12.2012 |
|---|---|---|
| Intangible assets | 495 | 58 |
| Investment properties | 152,896 | 101,629 |
| Property, plant and equipment | 271 | 241 |
| Non-current financial assets | 141 | |
| Investments in associates | 2,170 | (545) |
| Other non-current receivables | 45,601 | 45,758 |
| Deferred tax assets | 30 | 79 |
| Total non-current assets | 201,604 | 147,220 |
| Trade and other receivables | 10,251 | 9,037 |
| Cash and cash equivalents | 7,863 | 19,123 |
| Total current assets | 18,114 | 28,160 |
| TOTAL ASSETS | 219,718 | 175,380 |
| SHAREHOLDERS' EQUITY AND LIABILITIES (in thousands of €) |
30.06.2013 | 31.12.2012 |
|---|---|---|
| Share capital | 62,251 | 62,251 |
| Retained earnings | 98,041 | 88,940 |
| Other reserves | 69 | 69 |
| Shareholders' equity | 160,361 | 151,260 |
| Non-current financial debt | 10,063 | 3,916 |
| Other non-current liabilities | 1,036 | 951 |
| Deferred tax liabilities | 4,958 | 3,358 |
| Total non-current liabilities | 16,057 | 8,225 |
| Current financial debt | 11,994 | 12,242 |
| Trade debts and other current liabilities | 31,306 | 3,653 |
| Total current liabilities | 43,300 | 15,895 |
| Total liabilities | 59,357 | 24,120 |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 219,718 | 175,380 |
| STATEMENT OF CHANGES IN EQUITY | Statutory share |
Capital | IFRS share |
Retained | Other reserves Share |
Total |
|---|---|---|---|---|---|---|
| (in thousands of €) | capital | reserve ¹ | capital | earnings | premium | equity |
| Balance as at 1 January 2012 | 135,408 | (73,157) | 62,251 | 92,415 | 69 | 154,735 |
| Other comprehensive income / (loss) | - | - | - | - | - | - |
| Result of the period | - | - | - | 6,032 | - | 6,032 |
| Effect of disposals | - | - | - | - | - | - |
| Total comprehensive income / (loss) | - | - | - | 6,032 | - | 6,032 |
| Dividends to shareholders | - | - | - | - | - | - |
| Share capital distribution to shareholders | (15,052) | 15,052 | - | (15,052) | - | (15,052) |
| Balance as at 30 June 2012 | 120,356 | (58,105) | 62,251 | 83,394 | 69 | 145,714 |
| Balance as at 1 January 2013 | 120,356 | (58,105) | 62,251 | 88,940 | 69 | 151,260 |
| Other comprehensive income / (loss) | - | - | - | - | - | - |
| Result of the period | - | - | - | 9,101 | - | 9,101 |
| Effect of disposals | - | - | - | - | - | - |
| Total comprehensive income / (loss) | - | - | - | 9,101 | - | 9,101 |
| Dividends to shareholders | - | - | - | - | - | - |
| Share capital distribution to shareholders | - | - | - | |||
| Balance as at 30 June 2013 | 120,356 | (58,105) | 62,251 | 98,041 | 69 | 160,361 |
¹ Capital reserve relates to the elimination of the contribution in kind of the shares of a number of Group companies and the deduction of all costs in relation to the issuing of the new shares and the stock exchange listing of the existing shares from the equity of the company, at the time of the initial public offering ("IPO").
| CASH FLOW STATEMENT (in thousands of €) | 30.06.2013 | 30.06.2012 |
|---|---|---|
| Cash flows from operating activities | ||
| Result before taxes | 9,960 | 7,169 |
| Adjustments for: | ||
| Depreciation | 66 | 55 |
| Unrealised (gains) /losses on investment properties | (7,363) | (5,253) |
| Realised ( gains) / losses on disposal of subsidiaries and investment properties | (5) | (251) |
| Unrealised (gains) / losses on financial instruments and foreign exchange | (159) | |
| Net interest paid / (received) | (1,558) | (1,282) |
| Operating profit before changes in working capital and provisions | 941 | 438 |
| Decrease/(Increase) in trade and other receivables | (704) | 1,335 |
| (Decrease)/Increase in trade and other payables1 | (1,222) | (3,932) |
| Cash generated from the operations | (985) | (2,159) |
| Net Interest (paid) / received | 1,558 | 1,282 |
| Income taxes paid | (15) | (122) |
| Net cash from operating activities | 558 | (999) |
| Cash flows from investing activities | ||
| Proceeds from disposal of subsidiaries | - | 8,576 |
| Proceeds from disposal of tangible assets | - | 24,252 |
| Acquisition of subsidiaries and associated companies | (2,665) | (1,782) |
| (Loans provided to) / loans repaid by associates | 157 | - |
| Investment properties¹ | (15,260) | (5,303) |
| Net cash from investing activities | (17,768) | 25,743 |
| Cash flows from financing activities | ||
| Gross dividends paid | - | - |
| Net Proceeds / (cash out) from the issue / (repayment) of share capital | - | - |
| Proceeds from loans | 6,317 | 1,854 |
| Loan repayments | (434) | (7,305) |
| Net cash from financing activities | 5,883 | (5,451) |
| Net increase / (decrease) in cash and cash equivalents | (11,327) | 19,294 |
| Cash and cash equivalents at the beginning of the period | 19,123 | 16,326 |
| Effect of exchange rate fluctuations | 67 | 40 |
| Cash and cash equivalents at the end of the period | 7,863 | 35,660 |
| Net increase / (decrease) in cash and cash equivalents | (11,327) | 19,294 |
1 The gross investment properties investing activities amounted to € 43.4 million. Included in this amount was an unpaid amount of € 28.4 million as at 30 June 2013. The cash flows from investing activities and trade and other payables were therefore corrected for this amount.
The condensed consolidated interim financial statements have been prepared in accordance with IAS 34 "Interim Financial Reporting", as adopted by the European Union. The condensed consolidated financial information was approved for issue on 22 August 2013 by the Board of Directors.
The condensed consolidated interim financial statements are prepared on a historic cost basis, with the exception of investment properties and investment property under construction as well as financial derivatives which are stated at fair value. All figures are in thousands of Euros (EUR '000).
The accounting policies adopted are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2012 except for the following new standards, amendments to standards and interpretations became which became effective during the first half year of 2013:
The above new standards, amendments to standards and interpretation did not give rise to any material changes in the presentation and preparation of the interim condensed consolidated financial statements of the year.
A segment is a distinguishable component of the Group that is engaged either in providing products or services (business segment), or in providing products or services within a particular economic area (geographic segment) and which is subject to risks and rewards that are different from those of other segments. As the majority of the assets and delivered services of the Group are geographically located in the Czech Republic a distinction between the Czech Republic and the other countries ("Other countries") has been made. The segment assets include all items directly attributable to the segment as well as those elements that can reasonably be allocated to a segment (financial assets and income tax receivables are therefore part of segment assets). Unallocated amounts include the administrative costs incurred for the Group's supporting functions. All rent income is coming from semi-industrial buildings. Other income / (expenses)- incl. administrative costs include amongst others the income and expenses related to the facility and property management services provided to associates and other third parties. There is no risk concentration in terms of income contribution from a single tenant. The unallocated assets relate to the outstanding receivables of VGP NV to associates (€ 52.1 million), cash and cash equivalents of VGP NV (€ 5.1 million) and € 2.4 million of other assets.
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| Ot he inc / (ex )- inc l. a dm in ist ive rat sts r om e p en ses co |
( 6 5 ) |
- | ( 5 4 ) |
( 8 4 ) |
( 1 5 9 ) |
( 2 2 1 ) |
( 1 0 ) |
( 6 4 ) |
( 2 8 8 ) |
( 3 6 9 ) |
| Op ing lt ( be for lt o fo l io ) t ort era re su e r esu n p |
( 6 5 ) |
- | ( 7 2 ) |
8 2 |
1, 1 4 4 |
7 0 9 |
( 4 2 ) |
( 6 6 ) |
9 6 5 |
7 2 5 |
| lua ion ins / ( los ) o inv Ne t v t est nt ert a g a ses n me p rop y |
4, 4 8 0 |
- | 8 6 6 |
8 76 |
( 3 5 ) 6 |
( 2, 1 5 5 ) |
- | - | 4, 9 9 0 |
( 1, 2 9 ) 7 |
| Op ing lt (a fte lt o fo l io ) t ort era re su r r esu n p |
4, 4 1 5 |
- | 7 9 4 |
9 5 8 |
7 8 8 |
( 1, 4 4 6 ) |
( 4 2 ) |
( 6 6 ) |
5, 9 5 5 |
( 5 5 4 ) |
| Ne f ina ia l r lt t nc esu |
- | - | - | - | - | - | - | - | - | - |
| Ta xe s |
- | - | - | - | - | - | - | - | - | - |
| S in f a iat ha t he lt o re re su sso c es |
- | - | - | - | - | - | - | - | - | - |
| for io Re lt he d t su p er |
- | - | - | - | - | - | - | - | - | - |
| Ba lan he et ce s |
Ge rm |
an y |
ia- Es ton |
ia La tv |
S ia- lov k Hu a ng |
ia -R ary om an |
Ot | he r |
To | l ta |
|---|---|---|---|---|---|---|---|---|---|---|
| ho ds f In € t usa n o |
3 0. 0 6. 2 0 1 3 |
3 1. 1 2. 2 0 1 2 |
3 0. 0 6. 2 0 1 3 |
3 1. 1 2. 2 0 1 2 |
3 0. 0 6. 2 0 1 3 |
3 1. 1 2. 2 0 1 2 |
3 0. 0 6. 2 0 1 3 |
3 1. 1 2. 2 0 1 2 |
3 0. 0 6. 2 0 1 3 |
3 1. 1 2. 2 0 1 2 |
| As set s |
||||||||||
| Inv ies est nt ert me p rop |
4 0, 4 3 1 |
2, 0 1 1 |
6, 7 76 |
1, 9 0 3 |
5 2, 9 5 7 |
5 2, 7 7 7 |
- | - | 1 0 0, 16 4 |
5 6, 6 9 1 |
| Ot he ( inc l. de fer d t ) ts r a sse re ax |
3 8 2 |
2 1 8 |
1, 4 1 0 |
5 0 0 |
2, 3 9 5 |
2, 4 1 7 |
8 2 |
9 | 4, 26 9 |
3, 46 8 |
| To l a ta ts sse |
4 0, 8 1 3 |
2, 2 2 9 |
8, 1 8 6 |
2, 4 0 3 |
5 5, 3 5 2 |
5 5, 5 1 8 |
8 2 |
9 | 1 0 4, 4 3 3 |
6 0, 1 5 9 |
| S ha ho l de ' e ity d l ia b i l it ies re rs q u an |
||||||||||
| S ha ho l der ' e ity re s q u |
- | - | - | - | - | - | - | - | - | - |
| l l ia b i l it ies To ta |
- | - | - | - | - | - | - | - | - | - |
| ' e i ia i i ies To l s ha ho l de d l b l ta ty t re rs q u an |
- | - | - | - | - | - | - | - | - | - |
The other countries were grouped differently per 30 June 2013 compared to 31 December 2012. The comparative 31 December 2012 and 30 June 2012 figures were therefore amended accordingly.
| In thousands of € | 30.06.2013 | 30.06.2012 |
|---|---|---|
| Bank interest income | 0 | 9 |
| Bank interest income – interest rate swaps - non-hedging | 6 | - |
| Interest income - loans to associates | 1,689 | 1,754 |
| Unrealised gains on interest rate derivatives | 141 | - |
| Other financial income | 0 | 0 |
| Financial income | 1,836 | 1,763 |
| Bank interest expense – variable debt | (375) | (334) |
| Interest capitalised into investment properties | 249 | 74 |
| Other financial expenses | (12) | (147) |
| Net foreign exchange losses | (17) | (171) |
| Financial expenses | (155) | (578) |
| Net financial costs | 1,681 | 1,185 |
| In thousands of € | 30.06.2013 | 30.06.2012 | |
|---|---|---|---|
| Associates | |||
| VGP CZ I a.s. | Czech Republic | - | (44) |
| VGP Park Horní Počernice, a.s. | Czech Republic | 508 | - |
| VGP Blue Park, a.s. | Czech Republic | 30 | - |
| VGP Green Park, a.s. | Czech Republic | 21 | - |
| VGP Park Příšovice, a.s. | Czech Republic | 10 | - |
| VGP Park Turnov, a.s. | Czech Republic | 83 | - |
| VGP Green Tower, a.s. | Czech Republic | 37 | - |
| VGP CZ IV a.s. | Czech Republic | (89) | 311 |
| VGP CZ II s.r.o. | Czech Republic | 536 | (191) |
| SUN S.a.r.l. | Grand Duchy of Luxembourg | 2 | 4 |
| Snow Crystal S.a.r.l. | Grand Duchy of Luxembourg | (309) | (219) |
| VGP Misv Comm. VA | Belgium | - | n.a. |
| Total | 829 | (139) |
| In thousands of € | 30.06.2013 | 31.12.2012 |
|---|---|---|
| Balance at the beginning of the period | 101,629 | 71,643 |
| Capital expenditure | 7,309 | 14,034 |
| Capitalised interest | 249 | 430 |
| Acquisitions | 36,347 | 3,667 |
| Sale/ (disposals) (fair value of assets sold/disposed of) | 0 | (202) |
| Increase / (Decrease) in fair value | 7,362 | 12,057 |
| Balance at the end of the period | 152,896 | 101,629 |
Investment properties comprise a number of commercial properties that are leased to third parties, projects under construction and land held for development. The carrying amount of investment properties is the fair value of the property as determined by the external independent valuation expert, Jones Lang LaSalle.
| in thousands of € | 30.06.2013 | 31.12.2012 |
|---|---|---|
| Balance at the beginning of the period | (545) | 965 |
| Fair value at initial recognition | 1,886 | 105 |
| Result of the year | 829 | (1,615) |
| Balance at the end of the period | 2,170 | (545) |
For the analysis of the result for the half-year, please refer to note 5.
The Group's share in the combined assets, liabilities and results of associates can be summarised as follows
| in thousands of € | 30.06.2013 | 31.12.2012 |
|---|---|---|
| Investment property and property under construction | 93,643 | 93,685 |
| Other non-current assets | 18 | 20 |
| Current assets | 16,660 | 9,361 |
| Non-current liabilities | (98,852) | (99,177) |
| Current liabilities | (9,299) | (4,433) |
| Total net assets | 2,170 | (545) |
| in thousands of € | 30.06.2013 | 30.06.2012 |
|---|---|---|
| Gross rental income | 3,374 | 3,510 |
| Result for the period | 829 | (139) |
| in thousands of € | 30.06.2013 | 31.12.2012 |
|---|---|---|
| SUN S.a.r.l. | 6,814 | 6,694 |
| VGP CZ II s.r.o. | 5,265 | 4,659 |
| Snow Crystal S.a.r.l. | 20,671 | 20,044 |
| VGP Park Horní Počernice, a.s. | 8,840 | 10,504 |
| VGP Blue Park, a.s. | 249 | 249 |
| VGP Green Park, a.s. | 615 | 615 |
| VGP Green Tower, a.s. | 214 | 214 |
| VGP Park Příšovice, a.s. | 501 | 479 |
| VGP Park Turnov, a.s. | 371 | 371 |
| VGP CZ IV a.s. | 2,061 | 1,929 |
| Total | 45,601 | 45,758 |
The share capital as at 30 June 2013 amounted to EUR 62,251,000, represented by 18,583,050 shares.
| In thousands of € | 30.06.2013 | 31.12.2012 |
|---|---|---|
| Non-current financial debt | 10,063 | 3,916 |
| Current financial debt | 11,994 | 12,242 |
| Total | 22,057 | 16,158 |
Non-current financial debt is payable as follows:
| MATURITY | 30.06.2013 | |||||
|---|---|---|---|---|---|---|
| In thousands of € | Outstanding balance | < 1 year | > 1-5 year | > 5 year | ||
| Non-current financial debt | 10,421 | 358 | 1,386 | 8,677 | ||
| Current financial debt | 11,636 | 11,636 | - | - | ||
| Totaal | 22,057 | 11,994 | 1,386 | 8,677 |
The increase in the financial debt during the first half of 2013 was due to additional drawings on existing credit facilities in the Czech Republic and some additional financial debt related to the acquired company SUTA s.r.o.
All bank loans are granted to the VGP Group are secured and are all denominated in € except for the other bank loans which are denominated in CZK. Financial debt can be summarised as follows:
| 30.06.2013 In thousands of € |
Facility amount |
Facility expiry date |
Outstanding balance |
< 1 Year | > 1-5 Years | > 5 Years |
|---|---|---|---|---|---|---|
| Tatra Banka | 1,440 | 31-Dec-13 | 1,440 | 1,440 | - | - |
| Tatra Banka | 4,087 | 31-Dec-18 | 4,087 | 342 | 1,368 | 2,377 |
| UniCredit Bank - Hungary | 10,196 | 25-Sep-13 | 10,196 | 10,196 | - | - |
| UniCredit Bank - Czech Republic | 56,611 | 31-Dec-19 | 6,300 | - | - | 6,300 |
| Other bank debt | 34 | 2018 | 34 | 16 | 18 | - |
| Total financial debt | 72,368 | 22,057 | 11,994 | 1,386 | 8,677 |
| 31.12 2012 In thousands of € |
Facility amount |
Facility expiry date |
Outstanding balance |
< 1 Year | > 1-5 Years | > 5 Years |
|---|---|---|---|---|---|---|
| Tatra Banka | 1,460 | 31-Dec-13 | 1,460 | 1,460 | - | -0 |
| Tatra Banka | 4,258 | 31-Dec-18 | 4,258 | 342 | 1,368 | 2,548 |
| UniCredit Bank - Hungary | 10,440 | 25-Sep-13 | 10,440 | 10,440 | - | - |
| UniCredit Bank - Czech Republic | 56,611 | 31-Dec-19 | - | - | - | - |
| Total financial debt | 72,789 | 16,158 | 12,242 | 1,368 | 2,548 |
During the first half year of 2013 there were no events of defaults nor were there any breaches of covenants with respect to loan agreements.
During the first semester of 2013, new interest rate swap transactions were concluded for an aggregate notional amount of € 37 million. These new interest rate transactions have a weighted average fixed rate of 0.90% per annum and mature all on 29 March 2018.
Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm's length transaction. The fair values of financial assets and liabilities, together with the carrying amounts shown in the balance sheet, are as follows:
| IN ACCORDANCE WITH IAS 39 | |||||
|---|---|---|---|---|---|
| 30.06.2013 In thousands of € |
CARRYING AMOUNT |
AMORTISED COST |
FAIR VALUE RECOGNISED IN EQUITY |
FAIR VALUE RECOGNISED IN PROFIT OR LOSS |
FAIR VALUE |
| Assets | |||||
| Trade receivables & others | 10,251 | 10,251 | - | - | 10,251 |
| Cash & cash equivalents | 7,863 | 7,863 | - | - | 7,863 |
| Other non-current receivables | 45,601 | 45,601 | - | - | 45,601 |
| Derivative financial assets | |||||
| Without a hedging relationship | 141 | - | - | 141 | 141 |
| Liabilities | |||||
| Trade debt and other current liabilities | 31,190 | 31,190 | - | - | 31,190 |
| Financial debt | 22,057 | 22,057 | - | - | 22,057 |
| Other non-current liabilities | 1,036 | 1,036 | - | - | 1,036 |
| Aggregate by category in accordance with IFRS 39 | |||||
| Loans and receivables | 63,715 | 63,715 | - | - | 63,715 |
| Financial assets at fair value through profit or loss | 141 | - | - | 141 | 141 |
| Financial liabilities measured at amortised cost | 54,283 | 54,283 | - | - | 54,283 |
| IN ACCORDANCE WITH IAS 39 | |||||||
|---|---|---|---|---|---|---|---|
| 31.12.2012 In thousands of € |
CARRYING AMOUNT |
AMORTISED COST |
FAIR VALUE RECOGNISED IN EQUITY |
FAIR VALUE RECOGNISED IN PROFIT OR LOSS |
FAIR VALUE |
||
| Assets | |||||||
| Trade receivables & others | 9,037 | 9,037 | - | - | 9,037 | ||
| Cash & cash equivalents | 19,123 | 19,123 | - | - | 19,123 | ||
| Other non-current receivables | 45,758 | 45,758 | - | - | 45,758 | ||
| Liabilities | |||||||
| Trade debt and other current liabilities | 3,449 | 3,449 | - | - | 3,449 | ||
| Financial debt | 16,158 | 16,158 | - | - | 16,158 | ||
| Other non-current liabilities | 951 | 951 | - | - | 951 | ||
| Aggregate by category in accordance with IFRS 39 | |||||||
| Loans and receivables | 73,918 | 63,715 | |||||
| Financial liabilities measured at amortised cost | 20,558 | 54,283 |
As at 30 June 2013, the Group held following financial instruments at fair value:
| In thousands of € | 30.06.2013 | Level 1 | Level 2 | Level 3 |
|---|---|---|---|---|
| Financial assets at fair value through profit or loss | ||||
| Derivative financial assets | 141 | - | 141 | - |
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities
During the reporting period ending 30 June 2013, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfers into and out of Level 3 fair value measurements.
As at 31 December 2012 there were no outstanding financial instruments.
On 9 May 2013 VGP NV acquired 100% of the shares of SUTA s.r.o.
SUTA s.r.o., is a company specialised in cleaning and maintenance works which has since long been an established player in its field on the Czech market.
The following table presents the assets acquired and the liabilities assumed on the date of acquisition:
| in thousands of € | 30.06.2013 |
|---|---|
| Intangible assets | 440 |
| Property, plant and equipment | 128 |
| Trade and other receivables | 137 |
| Cash and cash equivalents | 75 |
| Total assets | 780 |
| Financial debt | (37) |
| Trade and other receivables | (80) |
| Total liabilities | (117) |
| Consideration transferred | 663 |
| Receivables netted | (56) |
| Consideration paid in cash | 607 |
| Less cash and cash equivalent balances acquired | (75) |
| Net cash outflow on acquisition | 532 |
The amount of goodwill paid has been allocated intangible assets.
The Group identified the following transactions with related parties :
| In thousands of €) | 30.06.2012 | |
|---|---|---|
| Transactions with related parties | ||
| General management fees received from associates | 181 | 249 |
| Property management fees and similar income received from associates | 1,302 | |
| Interest and similar income from associates | 1,703 | |
| Rent received from related parties | - | |
| Rent paid to associates | (48) | |
| Services received from Jan Van Geet s.r.o. | (289) | (133) |
| In thousands of €) | 30.06.2013 | 31.12.2012 |
|---|---|---|
| Outstanding balances with related parties | ||
| Loans provided to associates | 45,601 | 45,758 |
| Other receivables from associates | (6,450) | 6,450 |
| Advances received from Jan Van Geet s.r.o. | (59) | (35) |
In January 2013 VGP acquired 44% of VGP Misv Comm. VA. (see note 5.3 and 5.6 of the Annual Report 2012).
The Group has concluded a number of contracts concerning the future purchase of land. At 30 June 2013 the Group had future purchase agreements for land totalling 372,000 m² representing a commitment of € 16.8 million and for which advance payments totalling € 1.4 million had been made. At the end of June 2013 the Group had committed annualised rent income of € 6.4 million (€ 5.0 million as at 31 December 2012).
The committed annual rent income represents the annualised rent income generated or to be generated by executed lease – and future lease agreements. This resulted in following breakdown of future lease income:
| In thousands of € | 30.06.2013 | 31.12.2012 |
|---|---|---|
| Less than one year | 6,320 | 4,926 |
| Between one and five years | 23,450 | 18,934 |
| More than five years | 26,162 | 25,542 |
| Total | 55,932 | 49,402 |
As at 30 June 2013 the Group had contractual obligations to develop new projects or complete existing projects for a total amount of € 24.5 million.
On 12 July 2013 VGP NV issued a € 75 million bond. The bond has a 4 year term with a gross fixed rate coupon of 5.15% p.a.
Companies forming part of the Group as at 30 June 2013
| SUBSIDIARIES | ADDRESS | % |
|---|---|---|
| PROFA MANAGEMENT s.r.o. | Horni Pocernice, Czech Republic | 100 |
| SUTA s.r.o. | Prague,Czech Republic | 100 |
| VGP CZ III. a.s. | Jenišovice u Jablonce nad Nisou,Czech Republic | 100 |
| VGP CZ V. a.s. | Jenišovice u Jablonce nad Nisou,Czech Republic | 100 |
| VGP CZ VI a.s. | Jenišovice u Jablonce nad Nisou,Czech Republic | 100 |
| VGP CZ VII. a.s. | Jenišovice u Jablonce nad Nisou,Czech Republic | 100 |
| VGP CZ VIII. a.s. | Jenišovice u Jablonce nad Nisou,Czech Republic | 100 |
| VGP Deutschland GmbH | Leipzig, Germany | 100 |
| VGP Deutschland – Projekt 1 GmbH | Leipzig, Germany | 100 |
| VGP Deutschland – Projekt 2 GmbH | Leipzig, Germany | 100 |
| VGP Deutschland – Projekt 3 GmbH | Leipzig, Germany | 100 |
| VGP Deutschland – Projekt 4 GmbH | Leipzig, Germany | 100 |
| VGP Estonia OÜ | Tallinn, Estonia | 100 |
| VGP Finance NV | Jette, Belgium | 100 |
| VGP FM Services Plus Comm. VA | Jette, Belgium | 100 |
| VGP FM Services, s.r.o. | Jenišovice u Jablonce nad Nisou,Czech Republic | 100 |
| VGP - industriální stavby s.r.o. | Jenišovice u Jablonce nad Nisou,Czech Republic | 100 |
| VGP Industriebau GmbH | Leipzig, Germany | 100 |
| VGP Latvia s.i.a. | Kekava, Latvia | 100 |
| VGP Nederland BV | Tilburg, The Netherlands | 100 |
| VGP Park Györ Kft | Györ , Hungary | 100 |
| VGP Polska SP. z.o.o. | Wroclaw, Poland | 100 |
| VGP Romania S.R.L. | Timisoara, Romania | 100 |
| VGP Slovakia a.s. | Malacky, Slovakia | 100 |
CHANGES IN 2013
In order to further support the development of VGP's business activities in Germany, VGP Deutschland - Projekt 2 GmbH, VGP Deutschland - Projekt 3 GmbH, VGP Deutschland - Projekt 4 GmbH and VGP Industriebau GmbH were incorporated. During the first half of 2013 year VGP acquired the facility manager SUTA s.r.o.
| ASSOCIATES | ADDRESS | % |
|---|---|---|
| Snow Crystal S.a.r.l. | Luxembourg, Grand Duchy of Luxembourg | 20 |
| SUN S.a.r.l. | Luxembourg, Grand Duchy of Luxembourg | 20 |
| VGP Blue Park a.s. | Jenišovice u Jablonce nad Nisou,Czech Republic | 20 |
| VGP CZ II s.r.o. | Jenišovice u Jablonce nad Nisou,Czech Republic | 20 |
| VGP CZ IV a.s. | Jenišovice u Jablonce nad Nisou,Czech Republic | 20 |
| VGP Green Park a.s. | Jenišovice u Jablonce nad Nisou,Czech Republic | 20 |
| VGP Green Tower a.s. | Jenišovice u Jablonce nad Nisou,Czech Republic | 20 |
| VGP Park Horni Pocernice a.s. | Jenišovice u Jablonce nad Nisou,Czech Republic | 20 |
| VGP Park Prisovice a.s. | Jenišovice u Jablonce nad Nisou,Czech Republic | 20 |
| VGP Park Turnov a.s. | Jenišovice u Jablonce nad Nisou,Czech Republic | 20 |
| VGP Misv Comm. VA | Jette, Belgium | 44 |
CHANGES IN 2013
During 2013 VGP acquired 44% of VGP Misv Comm. VA.
To the board of directors
We have performed a limited review of the accompanying condensed consolidated balance sheet, condensed income statement, condensed statement of comprehensive income, condensed cash flow statement, condensed statement of changes in equity and selective notes 6.1 to 6.16 (jointly the "interim financial information") of VGP NV ("the company") and its subsidiaries (jointly "the group") for the six-month period ended 30 June 2013. The board of directors of the company is responsible for the preparation and fair presentation of this interim financial information. Our responsibility is to express a conclusion on this interim financial information based on our review.
The interim financial information has been prepared in accordance with international financial reporting standard IAS 34 – Interim Financial Reporting as adopted by the European Union.
Our limited review of the interim financial information was conducted in accordance with international standard ISRE 2410 – Review of interim financial information performed by the independent auditor of the entity. A limited review consists of making inquiries of group management and applying analytical and other review procedures to the interim financial information and underlying financial data. A limited review is substantially less in scope than an audit performed in accordance with the International Standards on Auditing (ISA). Accordingly, we do not express an audit opinion on the interim financial information.
Based on our limited review, nothing has come to our attention that causes us to believe that the interim financial information for the six-month period ended 30 June 2013 is not prepared, in all material respects, in accordance with IAS 34 – Interim Financial Reporting as adopted by the European Union.
Diegem, 23 August 2013
The statutory auditor
DELOITTE Bedrijfsrevisoren / Reviseurs d'Entreprises BV o.v.v.e. CVBA / SC s.f.d. SCRL Represented by Rik Neckebroeck
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