Interim / Quarterly Report • Aug 22, 2011
Interim / Quarterly Report
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22 August 2011
During the first six months of 2011 VGP's activities can be summarised as follows:
1 VGP CZI was de-consolidated on 16 March 2011. Therefore for comparative purposes the figures as at 30 June 2010 were amended in order to include VGP CZ I only until16 March 2010
1 Although VGP NV is not a Sicafi, for comparative purposes calculated according to the Sicafi regulation i.e. (Financial and other debts) / (Total assets but excluding shareholder loans from the financial debt). Should the shareholder loans have been included the debt ratio would be 45.2% per 30 June 2011 and 56.9% per 31 December 2010.
| Consolidated income statement – Analytical form (In thousands of €) | 30.06.2011 | 30.06.2010 |
|---|---|---|
| NET CURRENT RESULT | ||
| Gross rental income | 9,737 | 7,652 |
| Service charge income / (expenses) | 566 | 197 |
| Property operating expenses | (459) | (596) |
| Net rental and related income | 9,844 | 7,253 |
| Other income / (expenses) - incl. administrative costs | (1,064) | (208) |
| Operating result (before result on portfolio) | 8,780 | 7,045 |
| Net financial result2 | (2,669) | (5,163) |
| Revaluation of interest rate financial instruments (IAS 39) | 0 | (492) |
| Taxes | (1,166) | (521) |
| Net current result | 4,945 | 869 |
| RESULT ON PROPERTY PORTFOLIO | ||
| Net valuation gains / (losses) on investment property | 6,125 | 3,440 |
| Deferred taxes | (1,164) | (654) |
| Result on property portfolio | 4,961 | 2,786 |
| NET RESULT | ||
| Adjustment made to 30 June 2010 figures re VGP CZ I | - | 6,040 |
| Share in the results of associates | 635 | - |
| Net result | 10,541 | 9,695 |
| Information per share | 30.06.2011 | 30.06.2010 |
|---|---|---|
| Number of ordinary shares | 18,583,050 | 18,583,050 |
| Net current result per share (in €) | 0.27 | 0.06 |
| Net result per share (in €) | 0.57 | 0.21 |
The increase of gross rental income reflects the full impact of the income generating assets delivered during 2011 and the deconsolidation of VGP CZ I as from 16 March 2011. The gross rental income of VGP CZ I for the period January 2011 to 16 March 2011 was EUR 4.6 million.
During the first half of 2011 the committed annual rent income continued to show a strong growth. VGP managed to sign additional committed lease agreements representing a yearly rental income in excess of EUR 2.3 million of which EUR 1.6 million related to new lettable area to the direct benefit of the Group and EUR 0.7 million which were related to the VGP CZ I joint venture.
1 VGP CZI was de-consolidated on 16 March 2011. Therefore for comparative purposes the figures as at 30 June 2010 were amended in order to include VGP CZ I only until16 March 2010
2 Excluding the revaluation of interest rate financial instruments.
The committed annualised rent income represents the annualised rent income generated or to be generated by executed lease – and future lease agreements.
During the first half of 2011 the occupancy rate remained at the same high level as compared with 31 December 2010 with the Czech portfolio (excluding VGP CZ I) reaching an occupancy of 100.0% (99.9% including VGP CZ I) . The Group's property portfolio reached an occupancy rate of 98.4% at the end of June 2011.
The signed committed lease agreements represent a total of 283,066 m² of lettable area with the weighted average term of the committed leases now standing at 8.07 years at the end of June 2011 (compared to 5.81 years at the end of December 2010).
The operating result (before result on portfolio) increased to EUR 8.8 million in 2011, an increase of 24.6% as compared to the operating profit EUR 7.0 million for the period ending 30 June 2010 (on a like for like basis).
The fair value of the investment property and the investment property under construction (the "property portfolio") as at 30 June 2011 increased with 11.8% to EUR 209.0 million compared to EUR 187.0 million as at 31 December 2010.
The evolution of the yields remained stable with the average yield applied for valuing the property portfolio as at 31 December 2011 improving marginally from 8.35% to 8.31%1 at the end of June 2011.
During the first half of the year 4 buildings were completed: 2 buildings in VGP Park Liberec representing 16,581 m² of lettable area, 1 building of 13,014 m² of lettable area in VGP Park Nyrany and 1 building of 2,114m² in VGP Park Horni Pocernice. All are fully leased.
The Group has currently a total of 22 completed projects in its investment portfolio with another 31 buildings under management through the VGP CZ I joint venture.
At the end of June 2011 there were 8 buildings under construction : in the Czech Republic; 1 building in each of VGP Park Hradec Králové, VGP Park Nýřany, VGP Park Olomouc, VGP Park Tuchomerice, VGP Park Hradek nad Nisou, and in the other countries also 1 building in each of VGP Park Malacky (Slovakia), VGP Park Györ (Hungary) and VGP Park Tallinn (Estonia). After June 2011 an additional 3 buildings were started up with 1 building in each VGP Park Liberec, VGP Park Timisoara (Romania) and in VGP Park Horni Pocernice (VGP CZ I joint venture).
1 Yields applied to the total VGP portfolio including the VGP CZ I joint venture. If VGP CZ I would not have been included the yields would have been 8.50% as at the end of June 2011 compared to 8.55% at the end of December 2010.
The new buildings under construction on which several pre-leases have already been signed, represent a total future lettable area of 105,544 m² which corresponds to an estimated annualised rent income of EUR 5.8 million.
VGP has currently a land bank in full ownership of 1,148,465 m² (excluding the VGP CZ I joint venture land bank). The land bank allows VGP to develop besides the current projects under construction a further 82,929 of lettable area within the Czech Republic and 164,000m² of lettable area outside the Czech Republic.
Given the faster than expected recovery of demands resulting in a quick run-off of available development land VGP has been actively looking at further expanding its land bank in order to ensure that the development pipeline remains well filled.
Besides the 2 additional plots of land (totalling 29,000m²) secured during the first quarter of 2011, VGP has currently around 500,000m² of new plots of land under option, subject to permits, allowing to develop 200,000 m² of new projects. VGP expects to be able to secure the majority of the necessary permits over the next few months.
In June 2011 VGP concluded an agreement for the potential sale of an 80% equity interest in VGP CZ II a.s., to a new capital partner for 6 VGP Parks all located in the main regional cities of the Czech Republic.
The transaction value is in excess of EUR 140 million, which includes some future development pipeline. The sale is subject to certain conditions.
The proceeds of the transaction will be used to re-invest into the expansion of the land bank and partially repay financial debt.
During the first half of 2011 bank debt increased from EUR 53.1 million as at 31 December 2010 to EUR 60.8 million as at 30 June 2011.
During the period the shareholder loans decreased by EUR 50.0 million following the refinancing of VGP CZ I and the receipt of the VGP CZ I sale proceeds.
The "Loan to Value"1 ratio on a consolidated basis stands at 32.0% at the end of June 2011 compared to 31.1% as at 31 December 2010.
1 Bank debt divided by the fair value of the property portfolio
The overview of the most significant risks to which the VGP Group is exposed to can be found on page 24 to 25 of the Annual Report 2010. These risks remain actual and valid and will continue to apply for the remainder of the financial year.
During the first half of 2011 VGP changed its business model i.e. a shift from a strict develop and hold strategy towards a strategy with a bigger focus on development and a more pro-active approach in respect of potential disposal of the Group's income generating assets.
With an expanding land bank, market conditions which remains very attractive and driven by a sound demand of lettable space, VGP not only sees a lot of opportunities within the markets it is active in but is also focussing on a number of attractive opportunities in Germany and Poland driven by demands from existing and new potential tenants.
Third quarter trading update 2011 10 November 2011
The Board of Directors of VGP NV represented by Mr Marek Šebest'ák, Chairman, 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, 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 €) | 30.06.2011 | 30.06.2010 |
|---|---|---|
| Gross rental income | 9,737 | 13,459 |
| Service charge income | 4,009 | 3,109 |
| Service charge expenses | (3,443) | (2,776) |
| Property operating expenses | (459) | (1,071) |
| Net rental and related income | 9,844 | 12,721 |
| Unrealised valuation gains / (losses) on investment property | 9,483 | 5,902 |
| Realised valuation gains / (losses) on investment property | (3,358) | - |
| Net valuation gains / (losses) on investment property | 6,125 | 5,902 |
| Property result | 15,969 | 18,623 |
| Administrative cost | (1,300) | (734) |
| Other income | 643 | 546 |
| Other expenses | (407) | (310) |
| Net operating profit before net financial result | 14,905 | 18,125 |
| Financial income | 1,191 | 315 |
| Financial expenses | (3,860) | (6,880) |
| Net financial result | (2,669) | (6,565) |
| Result before taxes | 12,236 | 11,560 |
| Taxes | (2,330) | (1,865) |
| Result after taxes (consolidated companies) | 9,906 | 9,695 |
| Share in the result of associates | 635 | - |
| NET RESULT | 10,541 | 9,695 |
| RESULT PER SHARE | 30.06.2011 | 30.06.2010 |
|---|---|---|
| Basic earnings per share (in €) | 0.57 | 0.52 |
| Diluted earnings per share (in €) | 0.57 | 0.52 |
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 €) | 30.06.2011 | 30.06.2010 |
|---|---|---|
| Net result | 10,541 | 9,695 |
| Other comprehensive income / (loss) | ||
| Interest rate hedging derivatives | 5,469 | (2,098) |
| Tax relating to components of other comprehensive income | (1,039) | 399 |
| Other comprehensive income / (loss) related to disposal group held for sale | ||
| Interest rate hedging derivatives – disposal group held for sale | - | |
| Tax relating to components of other comprehensive income | - | |
| Net profit / (loss) recognised directly into equity | 4,430 | (1,699) |
| TOTAL COMPREHENSIVE INCOME / (LOSS) FOR THE PERIOD | 14,971 | 7,996 |
| Attributable to: | ||
| Equity holders of the parent | 14,971 | 7,996 |
| Minority interests | - | - |
| ASSETS (in thousands of €) | 30.06.2011 | 31.12.2010 |
|---|---|---|
| Intangible assets | 47 | 62 |
| Investment property | 189,594 | 171,309 |
| Investment property under construction | 19,410 | 15,673 |
| Property, plant and equipment | 192 | 196 |
| Investments in associates | 1 | - |
| Other non-current receivables | 13,211 | - |
| Deferred tax assets | 365 | 1,013 |
| Total non-current assets | 222,820 | 188,253 |
| Trade and other receivables | 21,594 | 3,701 |
| Cash and cash equivalents | 50,372 | 5,341 |
| Disposal group held for sale | - | 299,942 |
| Total current assets | 71,966 | 308,984 |
| TOTAL ASSETS | 294,786 | 497,237 |
| SHAREHOLDERS' EQUITY AND LIABILITIES (in thousands of €) |
30.06.2011 | 31.12.2010 |
|---|---|---|
| Share capital | 22,298 | 62,251 |
| Retained earnings | 129,972 | 119,431 |
| Other reserves | (910) | (5,340) |
| Shareholders' equity | 151,360 | 176,342 |
| Non-current financial debt | 77,084 | 120,180 |
| Other non-current financial liabilities | 402 | 758 |
| Other non-current liabilities | 1,368 | 1,104 |
| Deferred tax liabilities | 9,801 | 8,309 |
| Total non-current liabilities | 88,655 | 130,351 |
| Current financial debt | 5,469 | 4,820 |
| Other current financial liabilities | - | - |
| Trade debts and other current liabilities | 49,302 | 10,074 |
| Liabilities related to disposal group held for sale | - | 175,650 |
| Total current liabilities | 54,771 | 190,544 |
| Total liabilities | 143,426 | 320,895 |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 294,786 | 497,237 |
| STATEMENT OF CHANGES IN EQUITY (in thousands of €) |
SHARE CAPITAL |
RETAINED EARNINGS |
SHARE PREMIUM |
HEDGING RESERVE |
TOTAL EQUITY |
|---|---|---|---|---|---|
| Balance as at 1 January 2010 | 62,251 | 98,233 | 69 | (5,313) | 155,240 |
| Other comprehensive income / (loss) | - | - | - | (1,699) | (1,699) |
| Result for the period | - | 9,695 | - | - | 9,695 |
| Total comprehensive income / (loss) | - | 9,695 | - | - | 7,996 |
| Dividends to shareholders | - | (5,204) | - | - | (5,204) |
| Share capital distribution to shareholders | - | - | - | - | - |
| Balance as at 30 June 2010 | 62,251 | 102,724 | 69 | (7,012) | 158,032 |
| Balance as at 1 January 2011 | 62,251 | 119,431 | 69 | (5,409) | 176,342 |
| Other comprehensive income / (loss) | - | - | - | 4,430 | 4,430 |
| Result for the period | - | 10,541 | - | - | 10,541 |
| Total comprehensive income / (loss) | - | 10,541 | 0 | 4,430 | 14,971 |
| Dividends to shareholders | - | - | - | - | - |
| Share capital distribution to shareholders | (39,953) | - | - | - | (39,953) |
| Balance as at 30 June 2011 | 22,298 | 129,972 | 69 | (979) | 151,360 |
For the period ended 30 June
| Cash flow statement (In thousands of €) | 30.06.2011 | 30.06.2010 |
|---|---|---|
| Cash flows from operating activities | ||
| Result before taxes | 12,236 | 11,560 |
| Adjustments for: | ||
| Depreciation | 110 | 87 |
| Change in value of investment property | (7,025) | (5,902) |
| Unrealised losses / (gains) on financial instruments | - | (38) |
| Net interest paid | 3,085 | 7,470 |
| Operating profit before changes in working capital and provisions | 8,406 | 13,177 |
| Decrease/(Increase) in trade and other receivables | (3,336)1 | (509) |
| (Decrease)/Increase in trade and other payables | 231 | (415) |
| Cash generated from the operations | 5,301 | 12,253 |
| Net Interest paid | (3,085) | (7,470) |
| Income taxes paid | (18) | 21 |
| Net cash from operating activities | 2,198 | 4,804 |
| Cash flows from investing activities | ||
| Proceeds from disposal of subsidiary | 98,855 | - |
| Proceeds from disposal of tangible assets | 171 | 50 |
| Investment property and investment property under construction | (13,888) | (10,733) |
| Net cash from investing activities | 85,138 | (10,683) |
| Cash flows from financing activities | ||
| Gross dividends paid | - | - |
| Net proceeds from the issue of share capital / (repayment of share capital) | - | - |
| Proceeds from loans | 8,604 | 14,577 |
| Loan repayments | (51,001) | (4,298) |
| Net cash from financing activities | (42,397) | 10,279 |
| Net increase / (decrease) in cash and cash equivalents | 44,939 | 4,400 |
| Cash and cash equivalents at the beginning of the period | 5,341 | 4,327 |
| Effect of exchange rate fluctuations | 92 | 32 |
| Cash and cash equivalents at the end of the period | 50,372 | 8,759 |
| Net increase / (decrease) in cash and cash equivalents | 44,939 | 4,400 |
1 The cash flow does not include the movement of the other receivables to associates which were left in place at the moment of completion of the VGP CZ I transaction and which were of a non-cash nature.
The condensed consolidated interim financial statements have been prepared in accordance with IAS 34 "Interim Financial Reporting", as adopted by the European Union.
During the interim period there were four newly incorporated companies.
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 and 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 2010.
The condensed consolidated financial information was approved for issue on 18 August 2011 by the Board of Directors.
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. 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.
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3 1. 1 2. 2 0 1 0 |
3 0. 0 6. 2 0 1 1 |
3 1. 1 2. 2 0 1 0 |
3 0. 0 6. 2 0 1 1 |
3 1. 1 2. 2 0 1 0 |
3 0. 0 6. 2 0 1 1 |
3 1. 1 2. 2 0 1 0 |
3 0. 0 6. 2 0 1 1 |
3 1. 1 2. 2 0 1 0 |
| As set s |
||||||||||
| Inv est nt ert me p rop y |
1 7, 9 3 2 |
1 4, 3 5 4 |
1 9, 3 0 7 |
1 8, 4 7 1 |
1 2, 5 7 4 |
1 2, 1 2 2 |
7, 0 7 3 |
7, 0 7 3 |
5 6, 8 8 6 |
5 2, 0 2 0 |
| der ion Inv est nt ert nst t me p rop y un co ruc |
16 8 |
8 6 |
4 1 5 |
2 3 5 |
0 | 0 | 8 3 9 |
8 4 7 |
1, 4 76 |
1, 1 5 0 |
| he inc l. de fer d t Ot ( ) ts r a sse re ax |
7 2 1 |
1, 4 4 8 |
16 8 |
3 2 2 |
6 2 2 |
3 5 4 |
4 2 4 |
4 5 5 |
1, 9 3 5 |
2, 5 7 9 |
| As las i f ie d a he l d for le set s c s s sa |
- | - | - | - | - | - | - | - | - | - |
| To l a ta ts sse |
1 8, 8 2 1 |
1 5, 8 7 0 |
1 9, 8 9 0 |
1 9, 0 2 8 |
1 3, 1 9 6 |
1 2, 4 7 6 |
8, 3 9 0 |
8, 3 7 5 |
6 0, 2 9 7 |
5 5, 7 4 9 |
| S ' e ity ia i it ies ha ho l de d l b l re rs q u an |
||||||||||
| S ha ho l der ' e ity re s q u |
- | - | - | - | - | - | - | - | - | - |
| To l l ia b i l it ies ta |
- | - | - | - | - | - | - | - | - | - |
| L ia b i l it ies iat d w it h a las i f ie d a he l d for le ts as soc e sse c s s sa |
- | - | - | - | - | - | - | - | - | - |
| ' 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 |
- | - | - | - | - | - | - | - | - | - |
| In thousands of € | 30.06.2011 | 30.06.2010 |
|---|---|---|
| Bank interest income | 39 | 4 |
| Interest income – loans to associates | 1,067 | 13 |
| Net foreign exchange gains | 86 | 298 |
| Unrealised gains on interest rate derivatives | - | - |
| Financial income | 1,192 | 315 |
| Bank interest expense – variable debt | (1,199) | (2,177) |
| Bank interest expense – interest rate swaps - hedging | (218) | (1,790) |
| Bank interest expense – interest rate swaps – non-hedging | - | (792) |
| Interest paid to related parties | (2,546) | (2,547) |
| Interest capitalised into investment property and property under construction | 330 | 1,099 |
| Other financial expenses | (228) | (181) |
| Unrealised losses on interest rate derivatives | - | (492) |
| Financial expenses | (3,861) | (6,880) |
| Net financial costs | (2,669) | (6,565) |
| In thousands of € | 30.06.2011 | 31.12.2010 |
|---|---|---|
| Balance at the beginning of the period | 171,309 | 426,010 |
| Capital expenditure | 1,766 | 4,820 |
| Capitalised interest | 118 | 1,050 |
| Acquisitions | - | - |
| Transfer from investment property under construction | 13,438 | 25,273 |
| Increase / (Decrease) in fair value | 2,963 | 7,310 |
| Recalssification to (-) / from held for sale | - | (293,154) |
| Balance at the end of the period | 189,594 | 171,309 |
Investment property comprises a number of commercial properties that are leased to third parties and land held for development. The carrying amount of the investment property is the fair value of the property as determined by the external independent valuation expert Jones Lang LaSalle.
The total property portfolio is valued by the valuation expert at 30 June 2011 based on a market rate of 8.50% (against 8.55% as at 31 December 2010) applied to the contractual rents increased by the estimated rental value on unlet space.
| In thousands of € | 30.06.2011 | 31.12.2010 |
|---|---|---|
| Balance at the beginning of the period | 15,673 | 2,095 |
| Capital expenditure | 10,443 | 24,059 |
| Capitalised interest | 211 | 829 |
| Acquisitions | - | - |
| Transfer to investment property | (13,438) | (25,273) |
| Increase / (Decrease) in fair value | 6,521 | 15,449 |
| Recalssification to (-) / from held for sale | - | (1,486) |
| Balance at the end of the period | 19,410 | 15,673 |
The carrying amount of the investment property under construction is the fair value of the property as determined by the external independent valuation expert Jones Lang LaSalle.
| In thousands of € | 30.06.2011 | 30.06.2010 |
|---|---|---|
| Unrealised valuation gain-Investment property | 7,878 | 1,775 |
| Unrealised valuation gain-Investment property under construction | 1,605 | 4,127 |
| Realised valuation loss – VGP CZ I transaction | (3,358) | - |
| Total | 6,125 | 5,902 |
The realised valuation loss on the VGP CZ I transaction is composed of a € 1,436k realised gain on the disposal of the VGP CZ I assets and a realised loss of € 4,794k resulting from the recycling of the existing VGP CZ I interest rate swap through the profit and loss account.
The share capital as at 30 June 2011 amounted to EUR 22,297,830, represented by 18,583,050 shares. On 19 April 2011 the extraordinary general shareholders' meeting of VGP NV approved the proposed distribution of € 2.15 per share (€ 39,953,557.50 in total). The distribution of the capital reduction took place on 8 July 2011.
| In thousands of € | 30.06.2011 | 31.12.2010 |
|---|---|---|
| Loans from related parties VM Invest NV | 21,802 | 71,803 |
| Non-current bank loans | 55,282 | 185,249 |
| Current bank loans | 5,469 | 9,416 |
| Reclassification to liabilities related to disposal group held for sale | - | (141,468) |
| Total | 82,553 | 125,000 |
Interest bearing loans and borrowings are payable as follows:
| MATURITY | 30.06.2011 | ||
|---|---|---|---|
| In thousands of € | < 1 YEAR | > 1-5 YEARS | > 5 YEARS |
| Loans granted by VM Invest NV | - | 21,802 | - |
| Non current bank loans | 5,469 | 54,982 | 300 |
| Total | 5,469 | 76,784 | 300 |
The decrease in the financial debt during the first half of 2011, was due to the partial repayment of the VM Invest loan following the receipt of the proceeds from the VGP CZ I transaction.
The loans granted to the VGP Group are all denominated in € and can be summarised as follows:
| In thousands of € | Facility amount |
Facility expiry date |
Outstanding balance |
< 1 Year | > 1-5 Years | > 5 Years |
|---|---|---|---|---|---|---|
| UniCredit Bank/LBBW | 65,616 | 31-Dec-14 | 49,629 | 1,793 | 47,836 | - |
| Tatra Banka | 3,000 | 31-Dec-11 | 3,000 | 3,000 | - | 0 |
| Tatra Banka | 1,600 | 31-Dec-18 | 1,600 | 200 | 800 | 600 |
| Swedbank | 6,6220 | 12-May-13 | 6,622 | 476 | 6,146 | 0 |
| Total | 76,836 | 60,851 | 5,469 | 54,782 | 600 |
During the first half of 2011 VGP increased the Swedbank facility with € 2 million.
During the first half year of 2011 there were no events of defaults nor were there any breaches of covenants with respect to loan agreements.
In March 2011 VGP completed the sale of an 80% equity interest in VGP CZ I a.s. to the European Property Investors Special Opportunities, L.P. (EPISO), a property fund co-advised by AEW Europe and Tristan Capital Partners. The fair value of the net assets sold was measured at € 129.5 million. A gain on the disposal of the assets of € 1.4 million was realised which was offset by a realised loss, previously included in other comprehensive loss, of € 4.8 million resulting from the recycling of the existing interest rate swaps through the profit and loss account.
The price consideration of the VGP CZ I transaction is subject to a limited upward revision based on an earn out arrangement. As at 30 June 2011 the financial statements did not include any accruals for future earn-outs.
The table below presents the net assets sold as at 16 March 2011:
| In thousands of € | 30.06.2011 |
|---|---|
| Investment property | (293,465) |
| Investment property under construction | (71) |
| Other tangible assets | (87) |
| Investments in subsidiaries | (53) |
| Deferred tax assets | (2,211) |
| Trade and other receivables | (3,144) |
| Cash and cash equivalents | (2,578) |
| Non-current financial debt | 141,833 |
| Other non-current financial liabilities | 7,764 |
| Other non-current liabilities | 1,884 |
| Deferred tax liabilities | 13,892 |
| Trade debts and other current liabilities | 6,689 |
| Total net assets disposed | (129,547) |
| Realised gain on disposal of VGP CZ I | 1,436 |
| Realised loss on the recycling of VGP CZ interest rate swap | (4,794) |
| Consideration received | (126,189) |
| Cash disposed | 2,578 |
| Disposal of assets | (123,611) |
The Group's share in the combined assets, liabilities and results of associates can be summarised as follows:
| In thousands of € | 30.06.2011 | 31.12.2010 |
|---|---|---|
| Investment property and property under construction | 59,698 | - |
| Other non-current assets | 1 | - |
| Current assets | 1,342 | - |
| Non-current liabilities | (52,450) | - |
| Current liabilities | (1,252) | - |
| Total net assets | 7,339 | - |
| - | ||
| Gross rental income | 1,323 | - |
| Result for the period | 635 | - |
Transactions between related parties are disclosed below:
| In thousands of € | 30.06.2011 | 31.12.2010 |
|---|---|---|
| Management fees received from associates | 309 | - |
| Interest and similar income from associates | 1,348 | - |
| Shareholder loans received from VM Invest NV | 21,802 | 71,803 |
| Interest and similar expenses on shareholder loans | (1,506) | (2,547) |
| Loans to associates | (29,599) | - |
Following the completion of the VGP CZ I transaction the Group made a € 50.0 million repayment of the VM Invest NV loan and granted a € 29.6 million loan in aggregate to its associates Snow Crystal Sarl and VGP CZ I a.s.. The loans to associates have been classified for € 13.2 million as "Other non-current receivables" and for € 16.4 million as "Trade and other receivables".
The Group has concluded a number of contracts concerning the future purchase of land. At 30 June 2011 the Group had future purchase agreements for land totalling 111,102 m² representing a commitment of € 3.6 million and for which deposits totalling € 0.1 million have been made.
At the end of June 2011 the Group had committed annualised rent income totalling EUR 15.1 million. 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 € | 30.06.2011 | 31.12.2010 |
|---|---|---|
| Less than one year | 15,048 | 35,705 |
| Between one and five years | 54,182 | 105,432 |
| More than five years | 52,192 | 71,286 |
| Adjustment disposal group held for sale | - | (94,020) |
| Total | 121,422 | 118,403 |
As at 30 June 2011 the Group had contractual obligations to develop new projects for a total amount of € 22.7 million.
In June 2011 VGP concluded an agreement for the potential sale of an 80% equity interest in VGP CZ II a.s., to a new capital partner for 6 VGP Parks all located in the main regional cities of the Czech Republic.
The transaction value is in excess of EUR 140 million, which includes some future development pipeline. The sale is subject to certain conditions. The Board of Directors has decided not to classify the VGP CZ II transaction as "assets held for sale" as the conditions precedent to completion are not under the control of VGP.
As at 30 June 2011 the condensed consolidated accounts included a gross rental income for VGP CZ II of € 2.9 million and net financial expenses for VGP CZ II of € 1.6 million.
After the closing of the accounts as at 30 June 2011, VGP paid out € 39,953,557.50 as share capital distribution to its shareholders.
Companies forming part of the Group as at 30 June 2011
The following companies were included in the consolidation perimeter of the VGP Group.
| SUBSIDIARIES | ADDRESS | % |
|---|---|---|
| VGP CZ I a.s. (until 16 March 2011) | Jenišovice u Jablonce nad Nisou,Czech Republic | 100 |
| VGP CZ II a.s. | Jenišovice u Jablonce nad Nisou,Czech Republic | 100 |
| VGP CZ III a.s. | Jenišovice u Jablonce nad Nisou,Czech Republic | 100 |
| VGP CZ IV 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 FM Services s.r.o. | Jenišovice u Jablonce nad Nisou,Czech Republic | 100 |
| VGP DEUTSCHLAND GmbH | Leipzig, Germany | 100 |
| VGP ESTONIA OÜ | Tallinn, Estonia | 100 |
| VGP FINANCE NV | Jette, Belgium | 100 |
| VGP -INDUSTRIÁLNÍ STAVBY s.r.o. | Jenišovice u Jablonce nad Nisou,Czech Republic | 100 |
| VGP LATVIA s.i.a. | Kekava, Latvia | 100 |
| VGP PARK GYÖR Kft | Györ , Hungary | 100 |
| VGP ROMANIA S.R.L. | Timisoara, Romania | 100 |
| VGP SLOVAKIA a.s. | Malacky, Slovakia | 100 |
| VGP POLSKA SP. z.o.o. | Wroclaw, Poland | 100 |
In order to support its further growth the companies VGP CZ VI a.s., VGP CZ VII a.s. and VGP Polska Sp. z.o.o. were incorporated during 2011 and added to the consolidation perimeter of the VGP Group.
VGP CZ I a.s. left the Group's consolidation perimeter on 16 March 2011 following the completion of the VGP CZ I transaction.
| ASSOCIATES | ADDRESS | % |
|---|---|---|
| SNOW CRYSTAL S.a.r.l. | Luxembourg, Grand Duchy of Luxembourg | 20 |
In order to support the VGP CZ I transaction Snow Crystal S.a.r.l. was created. Snow Crystal holds 100% of VGP CZ I a.s.
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 2011. 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 IAS 34, "Interim Financial Reporting" as adopted by the EU.
Our limited review of the interim financial information was conducted in accordance with the recommended auditing standards on limited reviews applicable in Belgium, as issued by the "Institut des Réviseurs d'Entreprises/Instituut van de Bedrijfsrevisoren". 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 auditing standards on consolidated annual accounts as issued by the "Institut des Réviseurs d'Entreprises/Instituut van de Bedrijfsrevisoren". Accordingly, we do not express an audit opinion.
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 2011 is not prepared, in all material respects, in accordance with IAS 34 "Interim Financial Reporting" as adopted by the EU.
Kortrijk, 19 August 2011
The statutory auditor
DELOITTE Bedrijfsrevisoren / Reviseurs d'Entreprises BV o.v.v.e. CVBA / SC s.f.d. SCRL Represented by Gino Desmet
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