Annual Report • Sep 22, 2016
Annual Report
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| RISK FACTORS | 2 | |
|---|---|---|
| 1. 2. 3. 4. 5. 6. |
Market risks Risks related to Aedifica's property portfolio Financial risks Regulatory risks Corporate risks Risks related to support processes |
2 4 6 9 10 11 |
| KEY FIGURES | 12 | |
| LETTER TO THE SHAREHOLDERS | 14 | |
| TIMELINE | 16 | |
| 10 YEARS ON THE STOCK MARKET | 18 | |
| 1. | CONSOLIDATED BOARD OF DIRECTORS' REPORT Strategy |
24 27 |
| 2. 3. |
Operations carried out before and after the 30 June 2016 closure Analysis of the 30 June 2016 Consolidated Financial Statements |
29 39 |
| 4. | Appropriation of the results | 44 |
| 5. | Key risks (excluding those linked to financial instruments) | 45 |
| 6. | Use of financial instruments | 46 |
| 7. | Related party transactions | 46 |
| 8. | Subsidiaries | 46 |
| 9. | Research and development | 47 |
| 10. Treasury shares | 47 | |
| 11. Outlook for 2016/2017 12. Conflicts of interest |
47 50 |
|
| 13. Capital increases carried out within the framework | 51 | |
| of the authorised capital | ||
| 14. Environmental, ethical, and social matters | 52 | |
| 15. In the event of a takeover bid | 54 | |
| 16. Independence and competence with respect to accounting and | 57 | |
| audit of at least one member of the Audit Committee | ||
| 17. Corporate governance statement | 57 | |
| EPRA | 58 | |
| PROPERTY REPORT | 68 | |
| 1. | The real estate market | 70 |
| 2. | Growth of the consolidated property portfolio as of 30 June 2016 | 74 |
| 3. | Portfolio analysis as of 30 June 2016 | 75 |
| 4. | Summary table of investment properties as of 30 June 2016 | 82 |
| 5. | Investment property fact sheets | 88 |
| 6. | Management team | 110 |
| 7. | Experts' report | 112 |
| AEDIFICA ON THE STOCK MARKET | 114 | |
| 1. | Stock price and volume | 117 |
| 2. 3. |
Dividend policy Shareholding structure |
118 118 |
| 4. | Shareholders' calendar | 118 |
| 1. | CORPORATE GOVERNANCE STATEMENT 1 Code of reference |
120 122 |
| 2. | Internal control and risk management | 122 |
| 3. | Shareholding structure | 126 |
| 4. | Board of Directors and Committees | 126 |
| 5. | Preventing conflicts of interest | 133 |
| 6. | Assessment process | 134 |
| 7. | Rights to acquire shares | 134 |
| 8. | Remuneration report | 135 |
| FINANCIAL STATEMENTS | 140 | |
| STANDING DOCUMENTS | 191 | |
| GLOSSARY | 208 | |
CARE Aedifica aims to position itself as a market leader among listed Belgian healthcare real estate companies, particularly in terms of senior housing. Its strategy is focused on the underlying demographic trend toward population ageing in Europe and the specific needs this trend implies in terms of care and housing. The Company aims to create a balanced portfolio that generates recurring revenues and offers potential for capital gains. The Group mainly concentrates its activity in the senior housing segment, but is also active in apartment buildings and hotels and other building types. Aedifica has been quoted on Euronext Brussels (continuous market) since 2006. Aedifica offers the investor an alternative to direct investment.
RESIDENTIE POORTVELDEN BELGIUM – SENIOR HOUSING
SAKSEN WEIMAR THE NETHERLANDS – SENIOR HOUSING
Aedifica carries out its activities in a constantly changing environment, which implies certain risks. The occurrence of these risks could have a negative impact on the Company as a whole, or on its operations, outlook, financial position or financial result. Thus, these risks must be duly considered as part of any investment decision.
Aedifica aims to manage these risks to the best of its ability, in order to generate recurring rental income and realise future capital gains.
The Executive Managers and the Board of Directors monitor Aedifica's main risk factors closely. They set conservative policies in this respect, which are updated and adapted as necessary to reflect changing risk factors and circumstances. Please note that completeness in respect of risk factors cannot be ensured, and that the following list is based on information available as of 2 September 2016. It is acknowledged that other risk factors may exist, which are currently unknown, remote or considered as benign for the Company, its operations and/or its financial position.
Given the fact that supply and demand in the real estate market is impacted by general economic conditions, any negative shift in the main macro-economic indicators could hurt Aedifica's activity level and outlook. The Company's operations are indeed subject to economic cycles, since these affect the available income of existing tenants (and hence their ability to respect their financial commitments), new demand, and the availability of funds for new investments. The Company can also be affected by the default of its various partners: service providers, credit providers, hedge providers, contractors, etc. To mitigate these economic risks, Aedifica has diversified its investments across several segments in the real estate market, which tend to respond differently to economic changes. Since 2013, the Company also diversifies its investments also from geographical point of view (Belgium, Germany, The Netherlands). The Company internalised certain functions which were previously outsourced (property management, project management); it ensures a strategic monitoring and endeavours to manage information flows so as to anticipate risks. Finally, it should be noted that the vast majority of assets (invested in healthcare real estate) serves, by nature, to support the Group's growth, given that healthcare
LEOPOLDSPARK BELGIUM – SENIOR HOUSING
real estate, in the countries where Aedifica is active, faces increasing demand increase while supply tends to stagnate due to diverse restrictions imposed by public authorities in various forms.
Rent levels, vacancy rates, and property values are highly influenced by supply and demand in the real estate market, both in terms of space for sale and for let. The main risk factors faced by the Company arise from lower occupancy rates, decreases in contractual rents or building values on contract renewal, and capital losses when properties are disposed of. An increase in acquisition prices could also cause a decrease of rental yield.
To mitigate these risks, Aedifica's investment strategy is diversified, both geographically (having extended operations beyond Belgium's borders in 2013) and by sector. Aedifica has been active in the senior housing segment in Germany since 2013. Early 2016, it entered the Dutch senior housing market.
Each segment of the market in which Aedifica invests targets different types of tenants who rent premises under contracts with varying maturities (short-term or medium-term for apartments, and long-term for senior housing and hotels). Given the high proportion of long-term contracts (e.g. Belgian irrevocable contracts with a minimum initial maturity of 27 years called "emphytéoses / erfpachten"), which represent 74% of the fair value of marketable investment properties as of 30 June 2016), the average residual maturity of Aedifica's contracts stands at 20 years. This gives the Company a good view on future revenue streams over the long term. To this end, the Company maintains close relations with its main tenants and is advised by qualified local experts in each country.
Aedifica also intends to grow its portfolio in order to reduce the weight of each individual property, improve asset management, and increase the operating margin by realising economies of scale.
At constant interest rates, inflation risk is low for Aedifica, since rents are subject to indexation (in Belgium and The Netherlands: on an annual basis, mainly according to the local full CPI or, in Belgium, the health CPI; in Germany: the indexation formula is specific to each contract). The impact of inflation on rental income can be summarised as follows: an increase of the index of 100 bps would generate additional rental income of approximately €0.8 million.
In the context of increasing nominal interest rates, lower inflation implies higher real interest rates, which in turn implies that financial charges are growing faster than indexation of rental income. Aedifica has taken some important steps to mitigate this risk (see 3.3 below).
In the event of negative inflation, most contracts set a floor at the level of the initial rent.
Given the dynamism of the large group of professional operators active in the senior housing segment, and the ongoing consolidation of this market, it is highly likely that one or more business combinations will occur among groups related to legal entities with which the Company has entered into lease agreements. This may impact the diversification level of the Company's tenant base. Such business combinations have occurred in the past among Aedifica's portfolio operators, and have served to improve the professionalism of these legal entities. The impact of these consolidations on the diversification of Aedifica's tenant base has been offset by the growth in the portfolio, with addition of new operators. Data concerning these groups is provided in the Property Report included in the Annual Financial Report and in Note 3 of the Consolidated Financial Statements.
As a result of the combination of Armonea and Soprim@ groups, two Belgian operators in the senior care segment, the share of consolidated assets invested by Aedifica in properties made available for entities controlled by the Armonea group now represents approx. 21% (fair value: €248 million; acquisition price: €223 million; acquisition date: between 2008 and 2015; rental yield: 5.6%).
All Aedifica sites rented out to entities of the Armonea group can be considered as a single property within the meaning of Article 30, para. 1, section 3 of the Belgian Act of 12 May 2014 on Regulated Real Estate Companies. AEDIFICA PURSUES AN INVESTMENT STRATEGY WHICH, UNTIL RECENTLY, HAS BEEN FOCUSED ON THE BELGIAN MARKET. STARTING 2013, AEDIFICA HAS ALSO BEEN ACTIVE IN THE SENIOR HOUSING SEGMENT IN GERMANY. EARLY 2016, IT ENTERED THE DUTCH SENIOR HOUSING MARKET.
In this assumption, Article 30, para. 1, section 1 (2) of the abovementioned Act prohibits Aedifica from performing operations that would increase this percentage or create a single property above the 20 % threshold for any other group of operators in the senior housing segment with a structure similar to that of the Armonea group.
Recall that Aedifica faced a similar concentration (which amounted to 27%) on a group of operators in the senior housing segment during the 2009/2010 financial year (see Aedifica's 2009/2010 Annual Financial Report, page 3). Given Aedifica's investment policy, this concentration was subsequently diluted.
Lastly, it should be noted that other mergers were recently carried out or are ongoing: in 2015 the French Orpea group (tenant of nine Aedifica sites), acquired a number of German entities that were tenants of five Aedifica sites; in July 2016 the German Alloheim group, which had already taken control of the Senator group (tenant of one German Aedifica site) in early 2016, announced the acquisition of the AGO group (tenant of three German Aedifica sites). This latest acquisition remains subject to approval by the competition authorities.
The Board of Directors and the members of the Board of Directors of Aedifica are aware of the risks linked to the management and quality of the Company's assets and have set clear and strict standards for building improvement, commercial and technical management, and investment and divestment, all with a view to limit vacancy and increase property values.
Up to 31 July 2013, Aedifica's properties were exclusively located in Belgium and consisted mainly of marketable properties used or intended to be used for housing. The composition (number of properties, surface area) and
breakdown (by type of property, by segment, geographical) as of 30 June 2016 is provided in section 3.1 of the consolidated Board of Directors' Report included in this Annual Financial Report. Since 2013, Aedifica's portfolio has expanded to include properties located in Germany, as well as properties located in The Netherlands starting in 2016.
Aedifica is also carrying out renovation and extension works on a portfolio of approx. 20 development projects (see section 4.2. of the Property Report included in this Annual Financial Report). Marketable investment properties and development projects are presented together on the balance sheet, under the heading "I.C. Investment properties" among non-current assets, and real estate offered for sale is recognised under line "II.A. Assets classified as held for sale" among current assets".
Aedifica's turnover is completely made up of rental income generated on properties that are rented out to third parties (natural persons, companies, operators of rest homes or assisted-living apartments, or hotels). Bad debt provisions and vacancy rates could have an adverse impact on the income statement. Moreover, when a rental contract matures and a new tenant is found, the new contract may generate lower rental income, especially in view of the current economic environment. A gloomy economic climate can also lead to renegotiations under current leases, in particular to reduce the rent of current contracts in order to rebalance tenants' rent levels compared to their future income potential, and therefore to maintain the sustainability of the cash flows generated by the building for the benefit of the Company. As property costs cannot always be reduced in line with rental incomes, the Company's income and cash flows could be further affected as a result.
In order to mitigate these risks, Aedifica diversifies its investments in terms of location, market segment, tenant profiles, and contract types. In the senior housing segment for example, Aedifica enters into long leases (mainly under the form of long-term "emphytéoses/erfpachten" in Belgium) with specialised professional operators, which generate high yields. By doing so, Aedifica can offset most risks associated with shorter-term contracts in the other segments (apartment buildings).
The Company is not credit-insured and is, thus, also exposed to the risk of default of its tenants. Procedures have been put in place to monitor the payment pattern of the tenants with whom long leases ("emphytéoses/ erfpachten" or others) have been signed, and to closely follow-up on any doubtful debtors. In addition, Aedifica benefits from rental guarantees set up in accordance with market standards and Belgian law, under the form of warranties issued by banks, cash deposits on bank accounts, or other securities.
Nevertheless, the Company continues to face a risk of lost rental income, and this risk can increase along with any deterioration of economic conditions. Charges to
MARIE-LOUISE BELGIUM – SENIOR HOUSING
provisions for bad debts for the financial year amount to less than €0.1 million on €60 million in rental income.
The attractiveness of Aedifica's rental properties, as well as their valuation, depends on the perceived quality of the buildings, the effectiveness of the maintenance programme, and the security level achieved.
For this reason, Aedifica has put in place its own sales and marketing team. By doing so, the Company maintains direct contact with its tenants and strives to remain aware of their needs and wishes.
The position of Asset Manager Senior Housing was created in 2016 to establish a daily dialogue with the property management teams of the Company's main tenants, in particular operators of its senior housing sites.
For the technical management of certain apartment buildings in Belgium, Aedifica employs external service providers who act as asset managers and are permanently monitored by the Company's own property management team. Administrative and accounting management of apartment buildings has been internalised almost entirely; related tasks are now performed internally by Aedifica's property accounting team.
The Company is the sole owner of most of its buildings. However, for buildings held in co-ownership or which are subsequently divided, specific risks related to the rules of co-ownership or split sales could arise.
The Company may be involved in court procedures arising in the normal course of business. Cases currently ongoing present no significant risk, thus no provision had to be raised in relation to these. Given the uncertainties arising from court procedures, however, the Company could face new liabilities in the future.
In order to sustain and even increase rental income, and to facilitate new lettings and/or building disposals, Aedifica carries out repair and maintenance works on its real estate portfolio on an ongoing basis. Nevertheless, these investments cannot fully eliminate the risk of impairment of the assets. The contracts established with tenants in the senior housing segment are often "triple net" (Belgium, The Netherlands) or "double net" (Germany); thus maintenance costs are either completely ("triple net") or mainly ("double net") at the expense of the tenants.
Aedifica also acquires planned or in-progress development projects, which positions the Company to oversee the development works and ensure that buildings delivered are of high quality. This approach to property acquisition is consistent with the Company's long-term vision.
KÄTHE-BERNHARDT-HAUS GERMANY – SENIOR HOUSING
IN THE SENIOR HOUSING SEGMENT, AEDIFICA ENTERS INTO LONG LEASES WITH SPECIALISED PROFESSIONAL OPERATORS.
A team of architect/engineer is charged with managing the development and renovation projects, and ensures that works contracted to third parties are properly carried out. Even as the Company does its best to negotiate contracts that minimise the risks arising from major works (e.g. delays compared to the expected completion date, deviation from budget, organisational issues, etc.), these cannot be totally avoided.
When a building requiring major renovation works is acquired, the fair value of the building at acquisition date generally reflects its state at that time. The cost of the renovation works to be carried out is included in the Company's financial planning.
The risk that buildings may be destroyed by fire or other calamity is insured for a total reconstruction value of €1,128 million (including the value of furnishings in the furnished apartments, and excluding the value of the lands). This represents approx. 99% of the fair value of marketable investment properties as of 30 June 2016
CONSOLIDATED DEBT-TO-ASSETS RATIO AS OF 30 JUNE 2016
(including lands). Insurance contracts are signed by Aedifica, or by the tenants in the case of long leases. The insurance contracts cover vacancy costs during the reconstruction period, but do not cover other risks, such as voluntary acts of the insured person, the risk of war, nuclear risks, hidden defects, deterioration, decrepitude, asbestos, etc. Insurance premiums paid by Aedifica amount to €96 thousand for the 2015/2016 financial year.
The fair value of investment properties, as assessed quarterly by independent experts, changes over time and is recognised in accordance with IAS 40. The independent experts' reports allow to take fast corrective measures if necessary, in order to face an impairment loss on a building. Moreover, since 2016, the Company employs a Valuation & Asset Manager who monitors the valuation of the buildings on a daily basis. A change of 1% in the fair value of investment properties would have an impact of €12 million on the Company's net income and of approximately €0.82 on the net asset value per share. This would also impact the debt-to-assets ratio by 0.4%.
At any time, property can be expropriated by Belgian public authorities, in line with applicable laws.
A major part of Aedifica's assets were acquired through mergers, de-mergers, or acquisitions of shares in other real estate companies. Aedifica takes all necessary steps to ensure proper due diligence at the time of acquisition (e.g. by carrying out due diligence audits regarding the buildings and/or real estate companies, by obtaining certain warranties and representations, etc.). Nevertheless, it is unavoidable that, as a result of these transactions, hidden liabilities may be transferred to the Company, which are not recoverable from the transferor.
Aedifica's financial management practices aim to ensure permanent access to financing, and to monitor and minimise the interest rate risk.
Aedifica's debt-to-assets ratio (as defined in the Royal Decree of 13 July 2014 on Belgian RRECs) is included in section 3.3 of the Consolidated Board of Director's Report included in this Annual Financial Report. As of 30 June 2016, it amounts to 40.4% on statutory level and to 42.5% on consolidated level. This section also discloses the maximum ratio permitted before the Company reaches the maximum debt-to-assets ratio permitted for Belgian REITs (65% of total assets) or arising due to bank covenants (60% of total assets). The debt-to-assets ratio is monitored in the context of monthly closings and its evolution is estimated during the approval process of each major investment project; it is published quarterly. When exceeding the debt-to-assets threshold of 50%, a financial plan with an implementation schedule must be elaborated, describing the measures taken to prevent the consolidated debt-to-assets ratio from exceeding the maximum permissible threshold of 65% (Article 24 of the Royal Decree of 13 July 2014). The Company has indicated in each of its last three Securities Notes (2010, 2012 and 2015) that its policy in this area focuses in the long term on maintaining an appropriate debt-to-assets ratio in the range of 50 to 55%.
Aedifica's financial model relies on a structural indebtedness. As a result, cash balances are usually low, amounting to €5 million as of 30 June 2016.
As of 30 June 2016, Aedifica has neither pledged any Belgian building as collateral for its debts, nor has it granted any other securities to debt-holders. Note that in Germany, it is customary that real estate buildings financed by bank credit are linked to a mortgage in favour to the creditor bank. As such, 12 out of 15 buildings in Germany are linked to a mortgage as of 30 June 2016, respecting the requirements laid down in Article 43 of the Belgian Act of 12 May 2014 (the total amount that is linked to a mortgage cannot exceed 50% of the total fair value and no mortgage linked to a certain building can exceed 75% of that building's value). In the context of supplementary financing of assets located in Germany, it is possible that supplementary mortgages will be obtained.
Aedifica enjoys a strong and stable relationship with its banks, which form a diversified pool comprising an annually increasing number of European institutions, with each bank in bilateral relation with the Company. Details of Aedifica's credit facilities are disclosed in Note 40 of the Consolidated Financial Statements included in this Annual Financial Report.
As of 30 June 2016, Aedifica is using committed credit facilities totalling €480 million (2015: €367 million), out of €753 million in total available confirmed credit. The remaining headroom of €273 million is sufficient to cover Aedifica's short-term financial needs (including the development projects in progress) until the end of the 2016/2017 financial year. The investment amount that is budgeted in the Company's financial plan for the existing projects as of 30 June 2016 is estimated at €252 million. €60 million should be added to that amount for the acquisition of a portfolio of five rest homes in Germany subject to outstanding conditions announced on 6 July 2016, as well as €50 million for a hypothetical investment, which brings the total investment included in the financial plan for the 2016/2017 financial year to €290 million.
RISK FACTORS
Given the regulatory status of Belgian REITs/RRECs, and the type of property in which Aedifica invests, the risk of non-renewal of mature credit facilities is remote even in the context of a credit crunch, except in the event of unforeseen and extreme circumstances. There is a risk of increasing credit spreads should market conditions deteriorate as compared to those present at the time the current credit facilities were signed.
The Company would be exposed to a liquidity risk which could arise due to a lack of cash flow in the event of early termination of the credit facilities. Should the Company fail to comply with the provisions of credit facility arrangements, the facilities might indeed be cancelled, re-negotiated, or forced into reimbursement. The covenants in place are in line with market practice, and in particular require that the debt-to-assets ratio (as defined by the Royal Decree of 13 July 2014) does not exceed 60%. Moreover, there is a risk of early termination in the event of a change of control, in case of non-compliance with the Company's obligations, and, more generally speaking, in the event of default as defined in these arrangements. A default situation related to one contract can lead to a default situation related to all contracts (cross-default clauses). Based on the information available to date, and the prospects for the foreseeable future, there is no indication of a possible early termination of one or more of the existing credit facilities. However, this risk cannot be ignored completely. Moreover, Aedifica does not itself retain control over certain commitments, such as in the event of a change of control, which could lead to the early termination of credit facilities.
Internally, Aedifica is organised so as to regularly monitor the evolution of the financial markets, optimise the Company's financial structure over both short and long term, and manage financial risks (liquidity risk, interest rate risk). Aedifica aims to further diversify its funding sources, given market conditions.
Almost all of Aedifica's financial debts are floating-rate borrowings. This allows Aedifica to benefit from low interest rates on the non-hedged part of its borrowings. To mitigate the risk of increasing interest rates, Aedifica follows a policy aimed at securing for a period of several years the interest rates related to at least 60% of its current or highly probable indebtedness. It should be noted that the Company assumed certain fixed-rate debts which came from pre-existing investment credits tied to real estate companies which were acquired or absorbed by the Company.
This policy is supported by the fact that an increase in nominal interest rates, when not coupled with a simultaneous increase in inflation, implies an increase in real interest rates that cannot be offset by increasing rental incomes through indexation alone. Moreover, in case of accelerating inflation, there is a delay between the timing of the increase of the nominal interest rates and the timing of the indexation of rental incomes. When the interest rate curve is sufficiently flat (i.e. when interest does not vary a lot in relation of the maturity date), Aedifica aims to enter into hedges over longer periods, in line with its investment.
For example, assuming that the structure and level of financial debts remain unchanged, and assuming that no hedges have been entered into, simulations show that a 25 bps positive deviation (increase) in the 2016/2017 interest rates over the forecast rates would lead to an additional €1.7 million interest expense for the year ended 30 June 2017.
In order to manage the interest rate risk, Aedifica has put in place hedges (interest rate swaps and caps). All hedges are entered into with leading banks and relate to existing or highly probable risks. Where appropriate, Aedifica applies hedge accounting as defined by IAS 39.
TO MITIGATE THE RISK OF INCREASING INTEREST RATES, AEDIFICA FOLLOWS A POLICY AIMED AT SECURING THE INTEREST RATES RELATED TO AT LEAST 60% OF ITS CURRENT OR HIGHLY PROBABLE INDEBTEDNESS OVER A PERIOD OF SEVERAL YEARS.
OASE AARSCHOT WISSENSTRAAT BELGIUM – SENIOR HOUSING
An analysis of the Company's hedges is provided in the Consolidated Board of Directors' Report and in Note 33 of the Consolidated Financial Statements included in this Annual Financial Report. The hedges are entered into for long periods; however, hedge agreements include provisions (in line with market practice) that could lead the issuing banks to terminate the hedges early or initiate margin calls (in cash for example) in their own favour in certain circumstances.
Changes in the interest rate curve have a limited impact on the future interest expense, as 60% of the financial debts are hedged by IRS or caps. Each change in the interest rate curve has an impact on the fair value of hedging instruments against income statement and/or equity (balance lines "I.C.d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS" and line "I.C.e. Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS"). A sensitivity analysis is provided in Note 33 of the Consolidated Financial Statements included in this Annual Financial Report.
Certain external developments could cause an increase of the credit spreads at the Group's expense, in accordance with the "increased cost" clauses included in the banking agreements. However, it should be noted that during the crises which have hit the financial markets since 2007, no bank has ever invoked one of these clauses towards the Group.
Signing a credit facility or hedging instrument with a bank generates a counterparty risk in the event of counterparty default. In order to mitigate this risk, Aedifica trades with several leading national and international banks to diversify its funding and hedging sources, while remaining cautious about the balance between cost and quality of the services provided. In today's volatile context of the banking sector, one should bear in mind that one or several counterparties could default.
In line with market practice, the agreements signed with banks include market shock clauses and major adverse change clauses which could lead to, in extreme circumstances, additional costs for the Company or possibly the early termination of the credit facility. However, it should be noted that during the crises which have hit the financial markets since 2007, no bank has ever invoked one of these clauses towards the Group.
Aedifica has an ongoing relationship with the banks listed in Note 40 of the Consolidated Financial Statements included in this Annual Financial Report. With respect to hedging, the main providers (by order of magnitude) are ING and BNP Paribas Fortis.
Aedifica earns all rental income and incurs all expenses within the euro-zone (except for certain small suppliers which charge for their services in USD and CAD). The borrowings of the Company are all denominated in euros. Thus, Aedifica is not exposed to significant foreign exchange risk.
The yearly budget and long-term financial plan are important tools used in the decision-making process and in daily management activities. The budget and financial
RÉSIDENCE DE LA HOUSSIÈRE BELGIUM – SENIOR HOUSING
BENVENUTA THE NETHERLANDS – SENIOR HOUSING
SINCE 17 OCTOBER 2014
plan are derived from a computerised model that incor porates a number of assumptions; this model can suffer from programming errors, and human errors which may arise when using it. The potential for wrong assumptions, and undetected programming or human errors might put pressure on the Company's performance and the trust it experiences on the markets, or threaten its compliance with regulatory (e.g. legal covenants associated to the Belgian RREC status, such as the debt-to-assets ratio) and contractual provisions (e.g. bank covenants).
The Company is aware of applicable regulations and does its best to engage experts to provide supplemen tary assistance and advice. Nonetheless, it is exposed to the risk of non-compliance with regulations or environ mental requirements.
Regulatory changes and new related obligations arising for the Company and/or its service-providers could influ ence the profitability of the Company or its property val ues (e.g. through additional obligations at the expense of the Company and/or its tenants).
As of 17 October 2014, the Company is authorised by the FSMA as a "Regulated Real Estate Company" ("RREC") under Belgian law (French: "société immobilière réglementée" or SIR, and Dutch: "gereglementeerde vastgoedvennootschap" or "GVV"). As a Public RREC, and in order to keep this status, the Company is sub ject (on a consolidated basis or not) to the requirements of the Act of 12 May 2014 and to the Royal Decree of 13 July 2014. These include restrictions on operations, debt-to-assets ratio, appropriation account, conflicts of interest, corporate governance, etc. (Continued) compli ance with these specific requirements depends, among other things, of the Company's capacity to manage its assets and its indebtedness successfully, and of its com pliance with strict internal control procedures. In event of significant changes in its financial or other situation, it is possible that the Company could become unable to comply with these requirements.
As a public RREC, the Company is exposed to the risk of future changes in legislation relating to Regulated Real Estate Companies. The company assures a strategic monitoring of local and European legislation's evolution (Belgium, Germany, The Netherlands), e.g. through the recently established non-profit organisation BE-REIT Association, of which it is a founding member.
Furthermore, there is also the risk that, in the event of violation of the applicable rules, the supervisory authority (the FSMA) imposes sanctions, including the loss of the Company's public RREC status. In this case, the Com pany would lose its specific tax regime for public RRECs (see also section 4.2. below). Furthermore, the loss of the public RREC status is, pursuant to the Company's credit facilities, generally considered an event of default or acceleration thus triggering the reimbursement of all credit facilities established by the Company. The loss of this status would also have a negative impact on the Company's operations, results, profitability, financial situ ation and forecast.
As a public RREC, the Company benefits from a specific tax regime under which its annual result (rental income and capital gains on disposals, after deduction of operat ing costs and financial expenses) is not subject to corpo rate tax at the level of the public RREC (while subsidiaries remain subject to corporate tax as is any other company).
The exit tax is calculated taking into account the provisions of the circular Ci. RH. 423/567.729 of 23 December 2004; the prescribed interpretation or practical application of this circular is subject to change at the Government's discre tion at any time. The "real value" of a property as stated in the circular is calculated after deduction of the registration duties or of the VAT. This "real value" varies from (and can therefore be inferior to) the fair value of the property as listed in the financial statements under IFRS. The group considers itself compliant with the points of the adminis trative circular concerning the calculation of its exit taxes payable.
Moreover, regulatory risks also include the effects of enacted or foreseen provisions, namely in respect of changes in taxation. In this regard, the Belgian Min ister of Finance announced, in a press release dated 10 June 2016, that he "will propose to the government to adapt the Act of 26 December 2015. This adaptation will permit Belgian RRECs, with at least 60% of their invest ments concentrated in properties primarily devoted to healthcare, to benefit once again from a reduced withhol ding tax rate on dividends". This reduced rate would amount to 15% (vs. 27% currently) and would come into effect as of 1 January 2017. Subject to analysis of the final legal texts (still to be approved), Aedifica's shareholders could benefit from this reduced rate as more than 60% of the Company's portfolio is invested in senior housing; this segment comprises "real estate destined for care and housing units suited for healthcare", as described in the Minister's press release. Aedifica welcomes this announcement, which supports the role of professional investors specialising in healthcare real estate, such as Aedifica, and directly benefits its shareholders.
In the event that the Company's status as a RREC is lost (this would suppose major and re-iterated disregard for the provisions of the Belgian Act of 12 May 2014 and/or
THE BELGIAN MINISTER OF FINANCE ANNOUNCED THAT HE "WILL PROPOSE TO THE GOVERNMENT TO ADAPT THE ACT OF 26 DECEMBER 2015. THIS ADAPTATION WILL PERMIT BELGIAN RRECS, WITH AT LEAST 60% OF THEIR INVESTMENTS CONCENTRATED IN PROPERTIES PRIMARILY DEVOTED TO HEALTHCARE, TO BENEFIT ONCE AGAIN FROM A REDUCED WITHHOLDING TAX RATE ON DIVIDENDS". THIS REDUCED RATE WOULD AMOUNT TO 15% (VS. 27% CURRENTLY) AND WOULD COME INTO EFFECT AS OF 1 JANUARY 2017.
HESTIA BELGIUM – SENIOR HOUSING
of the Royal Decree of 13 July 2014), the Company would also lose its specific tax status. This risk is considered to be very remote, since the Company undertakes all necessary steps to comply with the legal requirements. Furthermore, the loss of the RREC status is generally considered an event of default, thus triggering the reimbursement of all loans granted to the Company.
Even with RREC status, the Company acts within the broader framework established by the Belgian Companies Code. The reserves available for distribution, computed in accordance with Article 617 of the Belgian Companies Code and with the Royal Decree of 13 July 2014 (i.e. the reserves that the law or the articles of association do not prohibit from being paid-out), amount to €13 million as of 30 June 2016 (see Note 38 of the Consolidated Financial Statements included in this Annual Financial Report).
The Group has grown steadily since its creation in 2005. This growth rythm could cause a scarcity of available funding (either as equity or debt). To counter these risks, the Company develops an increasingly expanding network of actual and potential suppliers and financial partners. This rate of growth could also give rise to operational risks, such as costs increasing faster than revenues, execution errors or incidents, gaps in the monitoring activities of acquisitions ("post-closing") or even an
inadequate management of the increasing information flow. To counter these risks, the Company upgrades its procedures and its information system on a regular basis; it addresses the challenges of its growth and internationalisation by further formalising its processes, without compromising its flexibility or its agility of execution. Additionally, the Company expands its team with the addition of individuals with specialised profiles.
Lack of growth also constitutes a risk for a company like Aedifica; it could cause a downward review of the stock market's expectations, a loss of confidence of the company's partners, and more difficult access to capital. However, the Company shows a strong determination to preserve its dynamic and entrepreneurial spirit, and key members of the team are continuously developing their network in order to stay in touch with the market and to examine all opportunities worthy of consideration.
Internationalisation of the Group's activities, which has started in 2013 (first investments in Germany) and which has accelerated in 2016 (first investments in The Netherlands), could bring up new risks, related to the increased complexity in the Group's daily operations' management (specific nature of each foreign market, physical barriers, cultural and linguistic barriers, etc.) and the combination of regulatory risks in the different countries. However, the Company makes sure to call upon local experts for assistance regarding its international development, and establishes the required structures and procedures to assure a harmonious international development (such as the establishment of a local management team).
Reputation is a key element for a fast-growing listed company. Any damage of the Group's reputation could cause a downward review of its growth prospects and make it harder to access capital. Thanks to its "track record" of more than 10 years, the Group enjoys an excellent reputation, and intends to maintain close contact with its various stakeholders in order to preserve its reputation.
A discrepancy between the stock market's expectations and the Group's performance could cause a downward review of the Group's prospects, and consequently a loss of confidence among financial analysts and investors. The board of Aedifica aims to avoid this type of situation.
Moreover, the distribution of privileged information before publication to all shareholders could have an effect in terms of the movements of the share price; the compliance officer establishes the necessary procedures in order to assure the confidentiality of privileged information up to publication.
Deficiencies with regard to reporting could compromise the adequacy of information available to the decision makers. The Group has developed an adequate internal and external reporting process, with rotating reviews per formed at different levels, both internally (staff members, board of directors, audit committee and management committee) and by external parties (audit).
Data processing is a key tool for a company of Aedifi ca's scale. A loss or unavailability of data could cause an interruption of the commercial activity (primarily in the apartment buildings segment, where cash inflows and outflows are the most significant), an interruption of the investment activities, and/or an interruption of the inter nal and external reporting process. The management of ICT infrastructure (hardware and software), access secu rity and continuity of data management was entrusted to an external partner on the basis of a "service level agreement"; moreover, responsibility for each techno logical application is assigned to one of the Company's employees.
Given the limited number of people employed by Aedifica, the organisation could be affected by the departure of key personnel. The unexpected departure of some mem bers of its team could also negatively impact the Compa ny's ability to grow.
Consequently, the Company has developed a human resources policy which focuses on retaining key per sonnel to the greatest extent possible, and has provided for the duplication of certain ("back up") functions. The Company also carries out a proactive recruitment policy, which has led to the creation of several new positions in recent months (Asset Management Senior Housing, Valuation & Asset Management, Group Treasury).
SAKSEN WEIMAR THE NETHERLANDS – SENIOR HOUSING
RISK FACTORS
PROPOSED GROSS DIVIDEND FOR 2015/2016, REPRESENTING A STATUTORY PAY-OUT RATIO OF 92%
AVERAGE REMAINING LEASE MATURITY OF CURRENT CONTRACTS, PROVIDING AN EXCELLENT VIEW TOWARD FUTURE INCOME STREAMS
Financial Report).
Breakdown by segment in fair value (%)
Hotels and other Apartment buildings Senior housing
Geographic breakdown in fair value (%)
Occupancy rates (%)
(excluding furnished apartments)
2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 20172
| Investment properties (x1,000 €) | 30 June 2016 | 30 June 2015 |
|---|---|---|
| Marketable investment properties in fair value1 | 1,130,910 | 983,429 |
| Development projects | 25,924 | 21,734 |
| Total of investment properties in fair value | 1,156,834 | 1,005,163 |
| 1. Including assets classified as held for sale. | ||
| Net asset value per share (in €) | 30 June 2016 | 30 June 2015 |
| Based on fair value of investment properties | ||
| Net asset value after deduction of dividend 2014/2015, excl. IAS 39 | 47.08 | 43.74 |
| IAS 39 impact | -3.34 | -2.70 |
| Net asset value after deduction of dividend 2014/2015 | 43.74 | 41.04 |
| Consolidated income statement - analytical format (x €1,000) | 30 June 2016 | 30 June 2015 |
| Rental income | 59,822 | 49,903 |
| Rental-related charges | -35 | -50 |
| Net rental income | 59,787 | 49,853 |
| Operating charges1 | -12,173 | -10,831 |
| Operating result before result on portfolio | 47,614 | 39,022 |
| EBIT margin2 (%) |
80% | 78% |
| Financial result excl. IAS 39 | -12,707 | -13,148 |
| Corporate tax | -581 | -376 |
| Profit excl. changes in fair value | 34,326 | 25,498 |
| Denominator (IAS 33) | 14,122,758 | 10,658,981 |
| Earnings per share excl. changes in fair value (€/share) | 2.43 | 2.39 |
| Profit excl. changes in fair value | 34,326 | 25,498 |
| IAS 39 impact: changes in fair value of financial assets and liabilities | -5,685 | 374 |
| IAS 40 impact: changes in fair value of investment properties | 10,775 | 19,259 |
| IAS 40 impact: gains and losses on disposals of investment properties | 731 | 428 |
| IAS 40 impact: deferred taxes | 120 | -395 |
| Roundings | -1 | 1 |
| Profit (owners of the parent) | 40,266 | 45,165 |
| Denominator (IAS 33) | 14,122,758 | 10,658,981 |
| Earnings per share (owners of the parent - IAS 33 - €/share) | 2.85 | 4.24 |
| 1. Items IV to XV of the income statement. 2. Operating result before result on portfolio divided by the net rental income. |
| Consolidated balance sheet (x €1,000) | 30 June 2016 | 30 June 2015 |
|---|---|---|
| Investment properties (fair value)2 | 1,156,834 | 1,005,163 |
| Other assets included in debt-to-assets ratio | 15,832 | 14,073 |
| Other assets | 496 | 1,048 |
| Total assets | 1,173,162 | 1,020,284 |
| Equity | ||
| Excl, IAS 39 impact | 668,155 | 636,193 |
| IAS 39 impact1 | -47,407 | -37,923 |
| Equity | 620,749 | 598,270 |
| Liabilities included in debt-to-assets ratio | 498,796 | 377,216 |
| Other liabilities | 53,617 | 44,798 |
| Total equity and liabilities | 1,173,162 | 1,020,284 |
| Debt-to-assets ratio (%) | 42.5 | 37.0 |
| Key performance indicators according to the EPRA principles | 30 June 2016 | 30 June 2015 |
|---|---|---|
| EPRA Earnings (in €/share) | 2.43 | 2.39 |
| EPRA NAV (in €/share) | 47.24 | 43.90 |
| EPRA NNNAV (in €/share) | 43.55 | 40.88 |
| EPRA Net Initial Yield (NIY) (in%) | 5.2 | 5.1 |
| EPRA Topped-up NIY (in%) | 5.2 | 5.1 |
| EPRA Vacancy Rate (in%) | 2 | 2 |
| EPRA Cost Ratio (including direct vacancy costs) (in%) | 20 | 22 |
| EPRA Cost Ratio (excluding direct vacancy costs) (in%) | 20 | 22 |
"The fair value of investment properties reached €1.157 million by 30 June 2016. This marks an increase of €152 million (or 15 %) in one year."
OLIVIER LIPPENS, CHAIRMAN OF THE BOARD OF DIRECTORS
Aedifica's investment strategy is mainly built on the strength of the demographic trend toward population ageing in Europe. This strategy has contributed to the market's confidence in Aedifica, as demonstrated by the increasing stock price, which rose from €50.30 (30 June 2015) to €69.68 (30 June 2016).
A year after the €153 million capital increase of June 2015, Aedifica has realised an impressive series of new investments (see table in section 1.1 of the consolidated Board of Directors' report on page 27), exclusively in the senior housing segment. No less than 12 buildings entered into Aedifica's portfolio during the 2015/2016 financial year (not to mention various extensions, redevelopments, etc.). With these acquisitions, the number of senior housing sites has grown to 80. The fair value of investment properties, which crossed the one billion euro mark during last financial year, reached €1,157 million by 30 June 2016. This marks an increase of €152 million (or 15 %) in one year.
Growth of the portfolio took place in both Belgium and Germany and, for the first time, in The Netherlands, where the Group now holds 4 marketable investment properties.
In addition to its investment activities, Aedifica strives for optimal management of its real estate portfolio. The Company's portfolio provides for excellent and increasing rental incomes (+20 %), an increasing EBIT margin (80%), and well controlled financing costs. Profit excluding non-cash elements arising from application of accounting standards on financial instruments and investment property has reached €34.3 million (30 June 2015: €25.5 million, an increase of 35%), i.e. €2.43 per share (30 June 2015: €2.39 per share). This result (absolute and per share) is ahead of budget (in terms of both rental income and profit excluding changes in fair value). It is interesting to note that dilution of the profit (excl. changes in fair value), caused mathematically as a result of the June 2015 capital increase, was more than compensated by the Company's performance in less than six months.
STEFAAN GIELENS, CEO
Aedifica's consolidated debt-to-assets ratio amounts to 42.5% as of 30 June 2016 (37.0% as of 30 June 2015).
Of the items that have had no effect on the level of the proposed dividend, the change in the fair value of investment properties (as valued by independent experts) gave rise to unrealised capital gains (non-cash) for which more than €10 million has been recognised in the income statement, whereas the continuing decline of interest rates on the financial markets resulted in €6 million in unrealised capital losses (non-cash) on hedging instruments.
Taking these items into account, Aedifica's total profit amounts to €40 million (30 June 2015: €45 million).
Aedifica owes its strong results for the 2015/2016 financial year to the enthusiasm, competence, and commitment of its staff who have yet again demonstrated their efforts to ensure the Company's continued growth in Belgium and abroad over the course of the year. Again this year, the Board of Directors expresses its sincere congratulations to the Aedifica team.
Given the performance and achievements described above, Aedifica's Board of Directors proposes to the Annual General Meeting to distribute a gross dividend of €2.10 per share (subject to a withholding tax rate of 27%). This is an increase of 5 % compared to the prior year dividend distribution and above the budget.
After 10 years on Euronext and taking into account the abovementioned debt-to-assets ratio, the Company is set to continue on its path, pursuing continued growth at the pace shareholders have enjoyed since October 2006. New investment opportunities for 2016/2017 were already under negotiation in Belgium, Germany and The Netherlands at the end of the 2015/2016 financial year; the €60 million acquisition (subject to outstanding conditions) of a portfolio of 5 German rest homes announced on 6 July 2016 provides a good example. These potential investments are fully aligned with Aedifica's investment strategy, which is highly favoured by the market. Before even considering new opportunities in Belgium, Germany and The Netherlands, the Company's future growth is ensured given its existing commitments to acquire, renovate, extend, and/or redevelop multiple sites. These projects fit perfectly with Aedifica's strategy in the senior housing segment, which aims to improve existing sites and to develop new projects in partnership with tenants/ operators. The pipeline for these types of projects represented a total committed budget of €252 million as of 30 June 2016, to be invested over a four-year period. This strategy allows Aedifica to maintain a portfolio of high-quality buildings that generate attractive net yields.
Despite the instable environment that continues to unfold around the world, the Board of Directors expects a higher dividend for 2016/2017, at €2.25 gross per share (which could be subject to a reduced withholding tax rate of 15%, according to a press release issued by the Belgian Minister of Finance on 10 June 2016).
Chief Executive Officer
Olivier Lippens, Président du conseil d'administration NEW INVESTMENT OPPORTUNITIES FOR 2016/2017 WERE ALREADY UNDER NEGOTIATION IN BELGIUM, GERMANY AND THE NETHERLANDS AT THE END OF THE 2015/2016 FINANCIAL YEAR. THESE POTENTIAL INVESTMENTS ARE FULLY ALIGNED WITH AEDIFICA'S INVESTMENT STRATEGY, WHICH IS HIGHLY FAVOURED BY THE MARKET.
• IPO • First rest homes acquired • Property portfolio of €190 M
First logo and first corporate slogan
First transactions with two major players in the senior care market (Armonea and Senior Living Group, which later became part of the Korian-group)
• 1st SPO1 (€67 M) • Aedifica was the most active Belgian REIT (sicafi/vastgoedbevak) of the year in terms of investments in Belgium • More than 100 buildings in the portfolio
Senior housing accounts for the majority of the portfolio (> 50% in fair value)
Investment properties portfolio > €1 billion
Price for the best financial communication among "Mid & Small Cap" companies, awarded by the ABAF/ BVFA
1st acquisitions in Germany (5 rest homes)
• First acquisitions in The Netherlands • Establishment of Aedifica Nederland BV, a 100% Dutch subsidiary • 80 senior housing sites • Market capitalisation > €1 billion • 165 buildings in the portfolio • "EPRA Gold Award" for the 2014/2015 Annual Financial Report
• 2nd SPO1 (€100 M), the biggest public capital increase in Belgium that year • EBIT margin > 75%
• Financial communication published in English
As of 30 June 2016, Aedifica is registered in the European EPRA Index with a weighting of approx. 0.4% and in the Belgian EPRA Index with a weighting of approx. 14.4%.
Aedifica total return EPRA Belgium total return EPRA Europe total return
By the end of July 2016, Aedifica's market capitalisation surpassed the one billion €.
Since Aedifica's IPO on 23 October 2016, the Company's market capitalisation has grown significantly, not only as a result of subsequent capital increases, but also due to value creation, notwithstanding of annual dividend payouts.
from 23 October 2006 (IPO) to 30 June 2016 (in € million)
Premium and discount of share price in relation to net asset
Geographical breakdown in fair value (%)
Aedifica's portfolio primarily comprises senior housing buildings. This segment represents 74% of the marketable investment properties' portfolio, as of 30 June 2016, whereas it represented only 25% in 2007.
Hotels and other Apartment buildings Senior housing
As of 30 June 2016, 14 % of Aedifica's portfolio is located abroad. These buildings are situated in Germany and The Netherlands and consist of senior housing exclusively.
The Netherlands Germany Belgium
The fair value of the investment properties (including assets classified as held for sale) averaged a compounded annual growth rate of 26% and reached €1.2 billion as of 30 June 2016.
Thanks to the funds raised through the capital increases of 2010 (€67 million), 2012 (€100 million) and 2015 (€153 million), investment properties were able to grow by more than €720 million between 2010 and 2016.
Equity Investment properties
OF THE PORTFOLIO
BELGIUM
• Capacity of 5,968 residents • Fair value of €685 M • Initial gross rental yield
of 5.7%
Portfolio of 61 buildings:
• Triple net long leases • Initial lease maturity: normally 27 years
The ageing of the baby-boom generation is progressing at a rapid pace in Belgium as in Europe, and will reach its peak by 2060. Professionalisation and consolidation in the senior housing market is evident at a European level. Aedifica participates actively as a real estate investor in Belgium as well as in Germany and The Netherlands. Aedifica puts its buildings at the disposal of professional and specialised operators under long-term contracts that generate high net rental yields.
LEOPOLDSPARK
Portfolio of 4 buildings:
BENVENUTA THE NETHERLANDS
KÄTHE-BERNHARDT-HAUS GERMANY
"THE NUMEROUS ACQUISITIONS CARRIED OUT DURING THE 2015/2016 FINANCIAL YEAR DEMONSTRATE AEDIFICA'S DYNAMISM. THE COMPANY'S GROWTH RATE HAS YET AGAIN INCREASED WITHIN ITS MAIN STRATEGIC SEGMENT, SENIOR HOUSING, WHICH COMPRISES 80 SITES ON 30 JUNE 2016. IN ADDITION, AEDIFICA FURTHER DIVERSIFIED THANKS TO ITS PRESENCE ON THE DUTCH MARKET SINCE 1 MARCH 2016." STEFAAN GIELENS, CEO
Aedifica possesses apartment buildings situated in lively districts that are centrally located and easily accessible within Belgian major cities, mainly in Brussels. The buildings are primarily residential but may also include office or retail space, given their urban locations which commonly feature mixed-use buildings. The apartment buildings in Aedifica's portfolio offer good returns given their potential for capital gains, which is further strengthened by the possibility to sell individual units within buildings initially acquired in full.
BATAVES 71 BELGIUM
SABLON BELGIUM
"AEDIFICA CONSTANTLY IMPROVES THE QUALITY OF ITS APARTMENT PORTFOLIO, WHICH COMPRISES 865 UNITS. THE THOROUGH RENOVATION OF THE BUILDING LOCATED AT RUE HAUTE IN BRUSSELS, WHICH HAS BEEN COMPLETED IN 2015, IS A GOOD EXAMPLE OF THIS. OTHER LARGE-SCALE RENOVATIONS ARE ONGOING, NOTABLY IN THE FLOWERS DISTRICT IN BRUSSELS."
STEFAAN GIELENS, CEO
The Carbon hotel is a 4-star design hotel located in the centre of Genk, which won the European prize for best interior restaurant design in 2008. It was nominated as one of the 50 best new hotels in the world by the magazine Forbes Traveler.
Located in Leuven's historical centre, the Martin's Klooster contains 103 rooms and, following a complete renovation, now constitutes a unique 4-star hotel.
HOTELS
GROSS RENTAL YIELD
OF THE PORTFOLIO
MARTIN'S KLOOSTER BELGIUM
Aedifica acquired 6 hotels in prior years, all located in Belgium, which are operated by two professional and specialised operators under long-term contracts. This segment also includes a number of small properties (office buildings and land reserves).
FAIR VALUE OF INVESTMENT PROPERTIES AS OF 30 JUNE 2016
MARKET CAPITALISATION
DEBT-TO-ASSETS RATIO AS OF 30 JUNE 2016
INCREASE IN CONSOLIDATED RENTAL INCOME AS COMPARED TO 30 JUNE 2015
RESULT EXCL. CHANGES IN FAIR VALUE AS COMPARED TO 30 JUNE 2015
HIGH OCCUPANCY RATE FOR THE UNFURNISHED PORTION OF THE PORTFOLIO
Source: "Perspectives de Population 2015-2060", Belgian Federal Planning Bureau, 2015.
Source: "Bevölkerung Deutschlands bis 2060", Statistisches Bundesamt (Deutschland), 2015.
Source: "Prognose bevolking kerncijfers 2015-2060", Centrale Bureau voor de Statistiek (CBS), 26 January 2016.
Market Capitalisation surpassed the €1 billion mark as of July 2016
This Board of Directors' report is based on the Consolidated Financial Statements. It includes, however, some data on the statutory accounts and is mentioned when the case. Full statutory financial statements and the statutory Board of Directors' report will be registered at the National Bank of Belgium within the legal deadlines and may be obtained free of charge via the Internet (www.aedifica.be) or upon request at the Company's headquarters.
Aedifica is positioned as a leading Belgian listed company investing in healthcare real estate in Europe, in particular in senior housing.
Its strategy is focused on the underlying demographic trend toward population ageing in Europe and the specific needs this trend implies in terms of care and housing. Aedifica aims to create a balanced portfolio that generates recurring revenues and offers potential for capital gains. As evidence to support these trends, Belgium's Federal Planning Bureau anticipates that population ageing for the baby-boom generation will continue until it reaches its peak, in Belgium, by 2060. A similar trend is observed in Germany and The Netherlands.
These trends underlie long-term needs in terms of specialised real estate infrastructure. With regard to senior housing in particular, two additional factors should be taken into consideration: (i) consolidation of care operators on a European level and (ii) scarcity of public funding to finance such specialised real estate infrastructure.
The combined long-term effects of population aging, the consolidation of operators and a lack of public funds, shape Aedifica's strategy.
The Group mainly concentrates its activity in the senior housing segment, but is also active in apartment buildings and hotels and other building types. The Company's current stated policy is to continue to grow in the senior housing segment, while analysing other segments of healthcare real estate in Europe.
Aedifica's strategy – to specialise in healthcare real estate – constitutes its most unique feature and greatest strength. The Company strives to be innovative and constructive in order to provide its shareholders with a safe real estate investment over the long run, one that generates recurring revenues for them.
Aedifica's strategy is mainly a buy and hold type, which is by definition oriented over the long-term. Of course, this does not exclude disposals in accordance with an asset rotation policy, which aims to maintain the quality level of the Company's property portfolio and is standard practice for real estate companies. Disinvestments are also realised within the acquisition policy, when an acquired portfolio contains properties that are considered non-strategic.
| in € million | Marketable investment properties |
Development projects |
Total | ||
|---|---|---|---|---|---|
| carried out | subject to outstanding conditions |
||||
| Résidence de la Houssière | Belgium | 10 | - | - | 10 |
| Senior Flandria | Belgium | 10 | - | - | 10 |
| Mechelen | Belgium | - | - | 17 | 17 |
| Vinkenbosch | Belgium | 4 | - | 12 | 16 |
| Kalletal (extension) | Germany | 3 | - | - | 3 |
| Heydeveld | Belgium | 9 | - | - | 9 |
| Oostende | Belgium | - | 11 | - | 11 |
| Prinsenhof | Belgium | 6 | - | 4 | 10 |
| Husum | Germany | 7 | - | - | 7 |
| Holland | The Netherlands | 12 | - | - | 12 |
| Benvenuta | The Netherlands | 3 | - | - | 3 |
| Molenenk | The Netherlands | - | - | 10 | 10 |
| Walgaerde | The Netherlands | - | 4 | - | 4 |
| Residentie Poortvelden1 | Belgium | 12 | - | - | 12 |
| Leopoldspark1 | Belgium | 21 | - | - | 21 |
| Saksen Weimar | The Netherlands | 8 | - | - | 8 |
| Foyer de Lork (portfolio) | Belgium | 97 | - | - | 97 |
| Martha Flora Lochem | The Netherlands | 2 | - | - | 2 |
| Martha Flora Rotterdam | The Netherlands | - | 8 | - | 8 |
| Jardins de la Mémoire | Belgium | - | 11 | - | 11 |
| Vitanas (portfolio) | Germany | 59 | - | 1 | 60 |
| Total as of 31 August 2016 |
263 | 35 | 44 | 342 |
Professionalisation and consolidation in the senior housing market is evident at a European level. Aedifica participates actively in Belgium as well as in Germany and The Netherlands by acquiring buildings, engaging in sale and rent back arrangements for existing buildings, by intervening in upstream construction of new buildings, or by undertaking upgrades, renovations and/or extensions of existing sites.
The Company puts its buildings at the disposal of professional and specialised operators under long-term contracts that generate high net rental yields.
Considerable growth potential remains in this sector. As a portion of the number of beds approved by social security (INAMI/RIZIV) in Belgium, Aedifica holds approximately 4% of the market as of 30 June 2016.
Aedifica responds to the needs of its operators, and to the growing demand arising due to shifting demographics, by holding both rest homes and assisted-living buildings:
The senior housing market generates stable and recurring revenues, which provide for the distribution of dividends to Aedifica shareholders. According to a study published by Cushman & Wakefield in January 2016, Aedifica held the 1st position in terms of private real estate investors in rest homes in Belgium for the period 2005-2015, representing 36% of the total amount invested by RRECs, insurers, banks and other types of investors.
Since 2013, the Company has also been active in Germany, and since early 2016 in The Netherlands. This expansion into the German and Dutch market is consistent with the Company's strategy in the senior housing segment. It allows for better diversification of tenants and extends the Company's operations in a market which tends to structure itself at a European level. The Company positions its ambitions with respect to senior housing in a European context (see chapter on "Risk Factors" of this Annual Financial Report). Information on the German and Dutch senior housing markets is given in the "Property Report" chapter of this Annual Financial Report.
On 30 June 2016, senior housing represents 74% of the group's portfolio.
Aedifica holds apartment buildings (preferably without co-owners) situated in lively districts that are centrally located and easily accessible within Belgium's major cities, mainly Brussels. The buildings are primarily residential but may also include office or retail space, given their urban locations which commonly feature mixed-use buildings.
The apartment buildings in Aedifica's portfolio offer good yield prospects given their potential for capital gains, which is further strengthened by the possibility to sell individual units within buildings initially acquired in full.
Most apartments are furnished by the occupants under traditional rental contracts. Others are furnished by Aedifica and tend to be let under short-term rental contracts.
On 30 June 2016, apartment buildings represent 20% of the group's portfolio.
In prior years, Aedifica acquired six hotels that are operated by two professional and specialised operators under long-term contracts.
The portfolio contains two large hotels situated in two of the most touristic cities in Flanders (Bruges and Leuven), and four hotels in Limburg (Genk, Tongeren, and in close proximity to Maastricht).
This segment also comprises a number of small properties including office buildings and land reserves.
On 30 June 2016, hotels and other represent 6% of the group's portfolio.
Aedifica follows a growth strategy which, between 31 December 2006 and 31 December 2015, has seen the Company rise successfully from 36th to 8th place in the ranking of Belgium's 100 largest real estate portfolios (according to the "Investors Directory 2016", published by Expertise BVBA in January 2016). The Company intends to continue on this growth trajectory in order to derive benefits linked to its scale, including:
POSITION AMONG THE 100 LARGEST REAL ESTATE PORTFOLIOS IN BELGIUM (36TH IN 2006)
Within the world of European healthcare real estate, senior housing is currently the most developed and therefore most relevant segment for Aedifica. Population ageing will probably have a very significant impact on care "consumption" and this trend could encourage the development of new segments, which are more oriented towards "cure" (care hotels, rehabilitation centres, hospitals, medical facilities,...) than "care". Aedifica is therefore studying the possibility of investing in new sectors of the healthcare real estate market and is continually evaluating the needs and opportunities generated by shifting demographics.
Aedifica is also studying the possibility of investing in geographic markets within Europe outside of Belgium, Germany and The Netherlands, with a focus healthcare real estate.
Investments carried out during the financial year are detailed in sections 2.1.1., 2.1.2., 2.1.3. and 2.1.4. The different operations are also described in the Company's press releases, which are available online at www. aedifica.be. The contractual value of acquisitions disclosed in this section complies with the provisions of article 49 §1 of the Act of 12 May 2014 on Regulated Real Estate Companies.
On 2 July 2015, Aedifica acquired (together with its subsidiary Aedifica Invest SA) 100% of the shares of the limited liability company La Croix Huart SA. La Croix Huart is the owner of the plot of land on which the Résidence de la Houssière rest home is located in Braine-le-Comte. The Résidence de la Houssière rest home is well located in a green area, near the centre of Braine-le-Comte, a municipality of approx. 20,000 inhabitants, situated approx. 20 kilometres from Mons. The rest home currently comprises 94 beds. The initial building, which dates from the late 1990s, was completed in 2006 with the construction of a new wing. The site also includes a land reserve of approx. 1.5 ha, which presents potential for an extension project. The site is operated by Résidence de la Houssière SA, a local player that has been present on the senior care market for more than 20 years. The contractual value of the site (including plot of land) amounts to approx. €10 million. The initial triple net yield amounts to approx. 6%, on the basis of a 27-year triple net long lease. This transaction was structured for execution in two phases:
On 9 July 2015, Aedifica acquired (together with its subsidiary Aedifica Invest SA) 100% of the shares of the limited liability companies Senior Hotel Flandria NV and Patrimoniale Flandria NV. Senior Hotel Flandria NV is the owner of the Senior Flandria assisted-living apartment building located in Brugge. Patrimoniale Flandria NV is the owner of the plot of land on which the assisted-living apartment building is located. The Senior Flandria assisted-living apartment building is well located in a residential area, close to the centre of Brugge. This city of 117,000 inhabitants is the capital city of the province of West Flanders. The building, which dates from 1991,
DEVELOPMENT PROJECTS COMPLETED IN 2015/2016
currently comprises 108 one-bedroom apartments and common areas (total surface of approx. 6,500 m²). The building is very well maintained and has undergone some renovation works (such as the bathrooms). The building is a recognised assisted-living apartment building intended for senior housing, and offers various facilities (concierge, anti-intruder system, call system, restaurant, fitness, bar, etc.), services (animation, hairdresser, handyman services, cleaning services) and health-care services (physiotherapy, on-call nursing care, etc.). The contractual value of the site (including plot of land) amounts to approx. €10 million. The site is operated by Happy Old People BVBA (controlled by the Armonea group) on the basis of a triple net long lease for which the remaining maturity is approx. 20 years. The initial triple net yield amounts to approx. 6%.
On 29 September 2015, Aedifica announced the signing of a framework agreement for the construction of a new rest home. The project site is well located, close to the centre of Mechelen, a city of approx. 84,000 inhabitants. The neighbourhood in which the project is located will be the subject of a redevelopment that is expected to reach completion by 2025. The project, for which a development permit application has been submitted, consists of the construction of a new rest home which will comprise a combined total of 128 units (100 beds and 28 assisted-living apartments). Works are expected to begin in 2017 and to reach completion during the third quarter of 2018. Following completion of the works, Aedifica (together with its subsidiary Aedifica Invest SA) will acquire 100% of the shares of the limited liability company that owns the site. The contractual value of the entire site amounts to approx. €17 million. The site will be operated by Het Spreeuwenhof VZW (an entity of the Armonea group) on the basis of a triple net long lease. The initial triple net yield will amount to approx. 6%. The framework agreement is subject to outstanding conditions, such as the receipt of the development permit.
On 1 October 2015, Aedifica acquired (together with its subsidiary Aedifica Invest SA) 100% of the shares of the company Vinkenbosch SA. Vinkenbosch SA is the owner of the Vinkenbosch rest home, which is well located in a residential and green area, close to the centre of Kermt, part of Hasselt. This town of 75,000 inhabitants is the capital city of the province of Limburg. The site comprises an existing building and a parcel of bare land. The existing building, which dates partially from the 1990s, currently comprises 59 beds. A development project is planned for (i) the construction of a new rest home on the bare land and (ii) the renovation of the existing building. Upon completion of this project, the total capacity of the site will amount to 100 units (80 units in the rest home and 20 assisted-living apartments in the existing building). The investment budget for the project amounts to approx. €12 million. Completion of the new building is expected by the end of 2016. The contractual value of the existing site (including plot of land) amounts to approx. €4 million. The site is operated by Vinkenbosch VZW (an entity of the Group Senior Living Group) on the basis of a triple net long lease. The initial triple net yield amounts to approx. 6%. Taking into account the development project, the total investment for the site will amount to approx. €16 million.
On 2 October 2015, Aedifica acquired the Heydeveld rest home, which is well located in a residential area, close to the centre of Opwijk. The building, which dates from 2005, currently comprises 75 beds. In addition, the site offers significant potential for future expansion. The transaction was realised through:
The transaction was partially financed by the issue of 19,856 new Aedifica shares in the amount of €1 million. The new shares are fully paid-up, with no par value. These shares are granted dividend rights as from 2 October 2015 and will be listed following the detachment of the coupon related to the dividend for the 2015/2016 financial year, which is expected to take place in principle on 2 November 2016. The contractual value of the entire site amounts to approx. €9 million. The site is operated by Heydeveld ASBL on the basis of a triple net long lease. The initial triple net yield amounts to approx. 6%. Heydeveld ASBL is a local player that has been present on the senior care market for more than 10 years.
In October 2015, Aedifica established a framework agreement (subject to outstanding conditions) with Zorgvastgoed SPRL and Yoka SA to acquire the shares of a company that owns a senior housing site in Oostende. The contractual value of the property will amount to approx. €11 million upon completion.
On 17 December 2015, Aedifica acquired the Prinsenhof rest home, which is well located in a green area next to a
ACQUIRED IN BELGIUM IN 2015/2016
park and close to the centre of Koersel, part of Beringen, a town of approx. 45,000 inhabitants. The building, which dates from the 1980s, comprises 41 beds. An extension project is currently in progress. This project includes the construction of a new wing to bring the capacity of the site to approx. 90 units. Completion of the exten sion works is scheduled for the second half of 2016. WZC Prinsenhof NV contributed the existing building and the plot of land to Aedifica SA through a contribution in kind, in exchange for newly issued Aedifica shares. The contractual value of the rest home amounts to approx. €6 million. The transaction was entirely financed by the issue of 104,152 new Aedifica shares. The new shares are fully paid-up, with no par value. These shares were quoted on the stock market on 21 December 2015 and give dividend rights for the 2015/2016 financial year, pro vided that the contributor has assumed the expected dividend for the period from 1 July 2015 to 17 Decem ber 2015. Upon completion of the extension works, the contractual value will amount to approx. €10 million (i.e. an extension budget of approx. €4 million). The rest home is operated by WZC Prinsenhof ASBL on the basis of a triple net long lease, which generates an initial triple net yield of approx. 6 %. WZC Prinsenhof ASBL is a local player on the senior care market.
Aedifica acquired (together with its subsidiary Aedifica Invest SA) Residentie Poortvelden rest home. The rest home is located in Aarschot (29,000 inhabitants, Prov ince of Flemish Brabant), at approx. 20 km from Leuven and benefits from an excellent location in a residen tial area. Construction of the building was completed on 3 March 2016. The site comprises a rest home (60 residents) and an assisted-living apartment complex (24 apartments). The Aedifica group acquired the proper ties at this site on 24 March 2016. The transaction was carried out in two phases, in accordance with the agree ment in principle announced on 12 June 2014:
The contract established for the rest home is an irrevocable 27-year triple net long lease. The Vulpia group operates the assisted-living apartments under an agreement for the right of use. Aedifica will sell these assisted-living apartments to third parties, since they are considered nonstrategic assets in this transaction. The initial gross (triple net) yield amounts to approx. 6% for a contractual value of the entire site (including the plot of land) of approx. €12 million. The site operator is an entity of the Vulpia Group. Vulpia is a Bel gian operator that has been active in the private senior care market since 2002. The group already operates several of Aedifica's sites.
Aedifica acquired (together with its subsidiary Aedifica Invest SA) Leopoldspark rest home. The Leopoldspark site is part of a residential and retail development project in Leo poldsburg, a commune of approx. 15,000 inhabitants. The site is well located in the centre of the commune, next to the train station, and includes 128 units in the rest home and 22 assisted-living apartments. Aedifica announced the signing of an agreement on 18 December 2014, sub ject to outstanding conditions for the future acquisition of 100% of the shares of the company RL Invest SA. This company is the owner of Leopoldspark rest home and assisted-living building, both of which were completed on 10 March 2016. Aedifica and its subsidiary Aedifica Invest SA acquired 100% of the shares of the company RL Invest SA on 29 March 2016. The site is operated by an entity of the Vulpia Group on the basis of a 27-year triple net long lease. The contractual value of the site amounts to approx. €21 million, which provides for an initial triple net rental yield of approx. 5.5%.
On 24 May 2016, Aedifica announced an agreement for the acquisition of eight senior housing sites in Belgium. This agreement was subject to outstanding conditions, which have been fulfilled on 19 August 2016. The port folio comprises eight rest homes in the Belgian prov inces of Antwerp, Limburg and Flemish Brabant, oriented toward seniors requiring permanent care. All sites were built or redeveloped between 1996 and 2015. The Oost erzonne rest home is located in the centre of Zutendaal (8,000 inhabitants, Province of Limburg). The building is being redeveloped since 2015 to welcome 82 residents. The last phase of this redevelopment was completed during the summer of 2016. The De Witte Bergen rest home is located in Lichtaart, a part of Kasterlee (18,000 inhabitants,
ACQUIRED IN THE NETHERLANDS IN 2015/2016
Province of Antwerp). The site benefits from a location in a wooded area and houses 119 residents. The Seniorenhof rest home is located in Tongeren (31,000 inhabitants, Province of Limburg). Seniorenhof is situated in a rural area and houses 52 residents. The site also offers extension potential. The Beerzelhof rest home is located in Beerzel, a part of Putte (17,000 inhabitants, Province of Antwerp). The site is situated in a green area and houses 61 residents. The Uilenspiegel rest home is located in Genk (65,000 inhabitants, Province of Limburg). Uilenspiegel is situated in a residential area featuring a green environment and houses 97 residents. The site also offers extension potential. The Coham rest home is located in Ham (11,000 inhabitants, Province of Limburg). The site benefits from a location near a wooded area and houses 120 residents. The site also offers extension potential. The Sorgvliet rest home is located in Linter (7,000 inhabitants, Province of Flemish Brabant). The site is situated in a residential and rural area and houses 83 residents. The Ezeldijk rest home is located in Diest (23,000 inhabitants, Province of Flemish Brabant). The site benefits from a green environment at the outskirts of the city centre, near Warandepark. The last phase of the construction of the rest home will be completed in the short term. Ezeldijk is able to house 105 residents. The transaction has been carried out as follows (see section 2.2.):
The cumulated contractual value of these eight sites amounted to approx. €97 million. The operation was financed in part using Aedifica's credit facilities and partly using the existing credit facilities attached to the companies to be acquired. The operator of the rest homes is the nonprofit organisation ASBL Foyer de Lork. The group Senior Living Group took control over ASBL Foyer de Lork. The leases for these eight sites are irrevocable triple net long leases, which generate initial gross yields of more than 5%. The contractual value amounts to approx. €97 million.
On 28 June 2016, Aedifica announced an agreement for the acquisition of a rest home. Jardins de la Mémoire is situated in Anderlecht (115,000 inhabitants, Brussels-Capital Region). The site benefits from an excellent location near the Brussels Ring on the Université libre de Bruxelles ("ULB") university campus, where the Erasmus Hospital is also located. The rest home is specialised in caring for dementia patients. The building was completed in 2005. Jardins de la Mémoire houses 110 residents, spread over 70 single rooms and 20 double rooms. This investment will be carried out in the next few months by the contribution-in-kind of the ownership of the building and the long lease on the land, as well as by the takeover of an existing credit facility. The contractual value of the contributed building amounts to approx. €11 million and the credit to approx. €7 million. New Aedifica shares will be issued for an amount of approx. €4 million. The plot of land on which the building is situated is the subject of a 83-year long lease. The ULB holds the bare ownership of this plot of land. The operator of the site is Les Jardins de la Mémoire ASBL, which will become an entity of the group Senior Living Group during the summer of 2016. The contract established for the rest home is an irrevocable triple net long lease. The initial gross (triple net) yield amounts to approx. 6% for a contractual value of approx. €11 million.
On 18 January 2016, Aedifica announced the acquisition of Käthe-Bernhardt-Haus rest home in the State of Schleswig-Holstein (Germany). Aedifica SA acquired the property and full use of the building effective 1 March 2016, once the outstanding conditions were fulfilled. The Käthe-Bernhardt-Haus rest home is ideally located in the centre of Husum, next to the Klinik Husum Hospital. Husum is a seaside resort of approx. 22,000 inhabitants located on the German North Sea coast in the State of Schleswig-Holstein. The building, which dates from 2009, currently includes 65 single rooms and 18 assisted-living apartments. The rest home is operated by a subsidiary of Deutsches Rotes Kreuz Kreisverband Nordfriesland e.V., a branch of Deutsches Rotes Kreuz (the German Red Cross), one of Germany's largest not-for-profit associations. The operator provides several services for elderly persons, such as daily home care, on-call nursing services and specialised transportation. Deutsches Rotes Kreuz Kreisverband Nordfriesland e. V. operates 5 rest homes. Aedifica looks forward to this collaboration with another reputable player in the German care sector. The contract in place with the operator is an irrevocable longterm lease with a lease maturity of approx. 25 years. The repair and maintenance of the roof, structure and facades of the building remain the responsibility of the owner. The contractual value of the rest home amounts to approx. €7 million, which provides for an initial gross rental yield (double net) of approx. 7%. The operation was financed using Aedifica's credit facilities and by taking over existing credit facilities attached to the building.
On 1 March 2016, Aedifica acquired a portfolio of 4 senior housing sites in The Netherlands. The portfolio comprises four small-scale exclusive residential care facilities in a high-end market segment and is oriented toward seniors requiring permanent care. The Holland care res idence is located in Baarn (25,000 inhabitants, Province of Utrecht), at approx. 10 km from Hilversum. Baarn is well known in The Netherlands for its royal residences, such as the Paleis Soestdijk and the Drakensteyn castle. The care residence is situated in a historical villa area, next to the central park. The site consists of two historical buildings next to each other (both are protected monu ments), which were entirely renovated in 2014/2015 to welcome 34 residents in an exceptional environment. The Benvenuta care residence is located in Hilversum (88,000 inhabitants, Province of North Holland). Hilver sum is well known for its green surroundings, gardens and villas. In addition to its green setting, most of the major Dutch media businesses are located in Hilversum, as are the main radio and television companies. Benvenuta benefits from an excellent location in a residential area in the vicinity of the center of Hilversum. The building is a protected monument that was redeveloped in 2009 to welcome 10 residents in an exceptional environment. The Molenenk care residence is currently under construction (new construction) in Deventer (90,000 inhabitants, Prov ince of Overijssel), approx. 20 km East of Apeldoorn. The property is situated in a green area near the city center and next to a large park with several recreation activities. The building will be completed in 2017 and will welcome approx. 40 residents. The Walgaerde care residence will be transformed (transformation of the interiors) in Hilver sum (Province of North Holland). It is located in the same area as Benvenuta. After the completion of the trans formation works (foreseen in 2016 or 2017), the build ing (also a protected monument) will welcome approx. 15 residents. Aedifica SA recently established a Dutch company, Aedifica Nederland BV (a 100% subsidiary of Aedifica SA) to carry out the following investments:
The operator of the four sites is the Domus Magnus Group, a high-quality Dutch operator that has been active in the private senior care market since 2005. The group will operate additional sites in the near future, including Molenenk and Walgaerde. Its headquarters is located in Haarlem. For the third year in a row, the operator was awarded the Gold "PREZO" label (a quality label), the highest distinction in terms of care and social responsi bility. In February 2016, Domus Magnus took over the operations of DS Verzorgd Wonen (the original operator of the sites acquired by Aedifica Nederland BV). Domus Magnus thus acts as a leading operator in the early days of the consolidation of the Dutch private care market. The leases that have been or will be established for these four sites are irrevocable 20-year triple net long leases, which generate an initial gross (triple net) yields of approx. 7%. The contractual value amounts to approx. €30 million.
Aedifica announced on 13 May 2016 the acquisition of a new senior housing site in The Netherlands. The Saksen Weimar care residence is a small-scale residential care facility in the middle to high-end market segment and is oriented toward seniors requiring permanent care. It is located in a residential area of Arnhem (150,000 inhab itants, Province of Gelderland), near Klarendal parc. The building was originally a barracks constructed in the 1940s; it was entirely redeveloped in 2015 to welcome 42 residents in an exceptional environment. Aedifica's investment was carried out by Aedifica Nederland BV, a 100% subsidiary of Aedifica SA, which acquired the full property of the Saksen Weimar site on 13 May 2016. The contractual value amounts to approx. €8 million. The site is operated by the Stepping Stones Home & Care group, a high-quality Dutch operator that has been active in the private senior care market since 2007. Stepping Stones Home & Care currently operates approx. 10 sites with 140 employees. The group will operate additional sites in the near future. The lease established for this site is an irrevocable 20-year triple net long lease, which generates an initial gross (triple net) yield of approx. 7%.
15
SHARE OF SENIOR HOUSING IN THE PORTFOLIO
On 2 June 2016, Aedifica announced an agreement for the acquisition of two senior housing sites in The Netherlands. The two buildings are small-scale residential care facilities in the middle to high-end market segment and are oriented toward seniors requiring permanent care, in particular seniors suffering from dementia. The Martha Flora Lochem care residence is located in Lochem (33,000 inhabitants, Province of Gelderland). It is situated in a residential area. The building was entirely redeveloped in 2010 to welcome 13 residents in an exceptional environment. After completion of an extension that is already scheduled, the building will welcome 15 residents. The Martha Flora Rotterdam care residence is currently under construction (new construction) in a residential area in Rotterdam (631,000 inhabitants, Province of South Holland). The site is located at approx. 6 km North of the city centre, next to a large park and several recreation activities. The building is expected to be completed at the beginning of 2018 and will welcome approx. 34 residents. These investments will be carried out by Aedifica Nederland BV, a 100% Dutch subsidiary of Aedifica SA, as follows:
INCREASE OF THE CONSOLIDATED RENTAL INCOME
The operation will be financed using Aedifica's credit facilities. The sites are operated by the Martha Flora group, a Dutch operator specialised in dementia care. Martha Flora has been active in the private senior care market since 2010. The group currently operates approx. 6 sites and will operate additional sites in the near future. The leases that were established for these sites are irrevocable 20-year triple net long leases. The initial gross (triple net) yield (applied to a contractual value of approx. €10 million), is in line with Aedifica's previous transactions in The Netherlands.
Extension and renovation works at the Salve rest home in Brasschaat were completed during the first quarter of 2015/2016.
Extension works at the Pont d'Amour rest home in Dinant were completed during the first quarter of 2015/2016. The site has now a capacity of 150 residents.
Phase I of the extension works at the Op Haanven rest home in Veerle-Laakdal was completed during the second quarter of 2015/2016. Phase II, which consists in the partial demolition and renovation of the existing building, is on-going. Completion of the works is expected in the beginning of 2017.
The renovation and reconversion of the Marie-Louise rest home into assisted-living apartments was completed in January 2016. The site now counts 30 assisted-living apartments. The site is operated by an entity of the Armonea group.
Aedifica announced on 18 April 2016 the completion of the extension of Helianthus rest home, located in Melle (Province of East Flanders, Belgium). The rest home in Melle was acquired in 2013. Extension of the building (construction of 22 assisted-living apartments) was provided for in the framework of the long lease established with the rest home operator. The extension brings the total capacity of the site to 69 units (42 beds in the rest home and 27 assisted-living apartments). The building has been operational since 15 April 2016. The site is located in a residential area, within a private park measuring 1 ha. The site comprises a rest home and a building with assisted-living apartments. The apartments are operated by the group Senior Living Group (a major player in the Belgian senior care market and part of the Korian group), via the not-for-profit organisation Helianthus ASBL, on the basis of a 27-year triple net long lease. The investment budget for the extension amounted to €4 million and generates an initial triple net yield of approx. 6%.
On 1 October 2015, Aedifica announced a new extension project for the Die Rose im Kalletal rest home, owned by Aedifica (through Aedifica Luxemburg I SARL) since 16 December 2014. The project consists of the construction of a new 28-bed building intended to accommodate dementia patients. This extension will bring the total capacity of the site to 96 beds. The investment for the project amounts to less than €3 million and will generate an initial gross rental yield of more than 6%, on the basis of a double net long lease. The extension was completed end 2015 and will be added to the portfolio during the first half of 2016. Aedifica benefits from a 10-year triple net warranty for the maintenance of the building. The agreement that was signed in the context of this extension is subject to the usual outstanding conditions in Germany for this kind of transaction.
The Property Report included in this Annual Financial Report includes a table describing all projects in progress as of 30 June 2016.
The following development projects are in progress:
Molenenk (construction of a care residence in Deventer, Overijssel, The Netherlands);
Villa Temporis (construction of a rest home and renovation of the assisted-living apartment building in Hasselt, Limburg, Belgium);
HELIANTHUS BELGIUM – SENIOR HOUSING
DIE ROSE IM KALLETAL GERMANY – SENIOR HOUSING
SZ AGO DRESDEN GERMANY – SENIOR HOUSING
In terms of financing, the following transactions took place since the beginning of the 2015/2016 financial year:
Taking into account the abovementioned financing arrangements, the timetable showing the maturity of Aedifica's current credit facilities is as follows (in € million):
| Lines | Utilisation | |
|---|---|---|
| • 2016/2017: | 30 | 30 |
| • 2017/2018: | 92 | 60 |
| • 2018/2019: | 131 | 111 |
| • 2019/2020: | 80 | 80 |
| • 2020/2021: | 91 | 66 |
| • 2021/2022: | 95 | 75 |
| • > 2022/2023: | 234 | 58 |
| Total | 753 | 480 |
| Weighted Average Maturity (years) | 4.5 | 3.7 |
Hence, no less than €400 million of bank financing was established or renegotiated during the 2015/2016 financial year.
Establishment of these credit facilities demonstrates once again the strong and durable relationship Aedifica maintains with its banks.
Disposal of the assisted-living apartments located in Tienen is on-going. As of 30 June 2016, 48 of the 49 apartments had been sold. The remaining apartment to be sold amounts to less than €1 million. This is increased by €4 million with inclusion of the assisted-living apartments located in Aarschot (see point 2.1.1. above).
Moreover, disposal of the excess land in Laarne was carried out on 10 and 23 June 2016 for a cumulated amount of €1 million.
On 9 September 2015, Aedifica received the "EPRA Gold Award" for its 2013/2014 Annual Financial Report, bringing the Company to the top of the 106 real estate companies assessed by EPRA, the European association of listed real estate companies.
As part of the 55th edition of the prize for best financial communication, held on 12 October 2015, the Belgian Association of Financial Analysts (ABAF/BVFA) awarded the Best Financial Communication Award in the "Mid & Small Cap" category to Aedifica. This category was assessed by 92 analysts and comprised 34 listed companies across all sectors
Aedifica shares were added to the MSCI Small Caps Europe index on 1 December 2015. Aedifica passed all eligibility criteria, as determined by MSCI, in November 2015 as part of the half year review of the index composition.
MSCI ("Morgan Stanley Capital International") is a European stock market index launched by Morgan Stanley Capital International which groups listed companies worldwide.
On 6 July 2016, Aedifica announced the signing of a share purchase agreement for the acquisition of two compa nies based in Luxemburg, which own five rest homes in Germany. This agreement was subject to outstanding conditions, which were mainly of administrative nature and which were fulfilled on 31 August 2016. The port folio comprises five rest homes in the German states of Saxony-Anhalt, Bavaria and Berlin. All buildings were built between 2001 and 2003, with the exception of Frohnau rest home. The Am Kloster rest home is located at the outskirts of the city centre of Halberstadt (40,000 inhab itants, State of Saxony-Anhalt), 55 km southwest of Magdeburg. The site was built in 2003 and houses 136 residents. The Rosenpark rest home is located in Uehlfeld, a village near Höchstadt (13,000 inhabitants, State of Bavaria), at 40 km from Nuremberg. The site benefits from a location at the outskirts of a residential area in a green environment. The rest home was built in 2003 and houses 79 residents. The Patricia rest home is located in a lively residential area in Nuremberg (500,000 inhabitants, State of Bavaria), in the vicinity of several rec reation activities. The rest home was built in 2003 and houses 174 residents. The St. Anna rest home is located in a residential area at the outskirts of the historic centre of Höchstadt (13,000 inhabitants, State of Bavaria). The site is situated in a green environment. The rest home was built in 2002 and houses 161 residents. The Frohnau rest home is located in Berlin (3,562,000 inhabitants, State of Berlin). The site benefits from an excellent location in a green, residential area and houses 107 residents. The rest home was originally built in 1969 and subsequently renovated and expanded in 1992. The location and size of the site also offer future extension potential. This invest ment was realised by acquiring control of two companies based in Luxemburg, which currently own the buildings. The operation was financed using Aedifica's credit facili ties. The operator of the rest homes is the Vitanas group, a German company that has been active in the private senior care market since 1969. Vitanas currently operates over 5,000 beds in 39 sites and employs over 4,300 staff. The leases for these five sites are new irrevocable long leases. Initial gross yields amount to more than 6% for a contractual value of approx. €60 million.
On 19 August 2016, Aedifica acquired a portfolio of eight senior housing sites in Belgium following the fulfilment of the outstanding conditions, as was announced in the press release of 24 May 2016. See section 2.1.1. above for a more elaborate account of the acquired sites, con sidering that construction of Oosterzonne and Ezeldijk has been completed in the meantime. The transaction was carried out as follows:
BANK FINANCING CONCLUDED OR RENEGOCIATED DURING THE 2015/2016 FINANCIAL YEAR
The cumulated contractual value of these eight sites amounts to approx. €97 million. The operation was financed in part using Aedifica's credit facilities and partly through the takeover of existing credit facilities with an average remaining duration of 12 years.
The commentary and analysis presented below refer to the Consolidated Financial Statements included in this Annual Financial Report.
During the 2015/2016 financial year (1 July 2015 – 30 June 2016), Aedifica increased its portfolio of market able investment properties by €147 million, from a fair value of €983 million to €1,131 million (€1,157 million for the total portfolio, including development projects of €26 million and assets classified as held for sale of €5 mil lion). This 15% growth comes mainly from net acquisi tions (see sections 2.1.1., 2.1.2. and 2.1.3. above), completion of development projects (see section 2.1.4. above) and changes in the fair value of marketable invest ment properties recognised in income (+€16.9 million, or +1.5%). The fair value of marketable investment prop erties, as assessed by independent experts, is broken down as follows:
| 30 June 2016 | 30 June 2015 | |
|---|---|---|
| Rental income | 59,822 | 49,903 |
| Rental-related charges | -35 | -50 |
| Net rental income | 59,787 | 49,853 |
| Operating charges1 | -12,173 | -10,831 |
| Operating result before result on portfolio | 47,614 | 39,022 |
| EBIT margin2 (%) |
80% | 78% |
| Financial result excl. IAS 39 | -12,707 | -13,148 |
| Corporate tax | -581 | -376 |
| Profit excl. changes in fair value | 34,326 | 25,498 |
| Denominator (IAS 33) | 14,122,758 | 10,658,981 |
| Earnings per share excl. changes in fair value (€/share) |
2.43 | 2.39 |
| Profit excl. changes in fair value | 34,326 | 25,498 |
|---|---|---|
| IAS 39 impact3 | -5,685 | 374 |
| IAS 40 impact4 | 10,775 | 19,259 |
| IAS 40 impact5 | 731 | 428 |
| IAS 40 impact6 | 120 | -395 |
| Roundings | -1 | 1 |
| Profit (owners of the parent) | 40,266 | 45,165 |
| Denominator (IAS 33) | 14,122,758 | 10,658,981 |
| Earnings per share (owners of the parent - IAS 33 - €/share) |
2.85 | 4.24 |
As of 30 June 2016, Aedifica has 165 marketable investment properties, with a total surface area of approx. 547,000 m2 , consisting mainly of:
The breakdown by sector is as follows (in terms of fair value):
The geographical breakdown is as follows (in terms of fair value):
The occupancy rate (see glossary) of the total unfurnished portion of the portfolio (representing 94% of the fair value of marketable investment properties) amounts to 98.1% as of 30 June 2016. This is an increase as compared to the record level reached at the end of the previous financial year (30 June 2015: 97.9%).
The occupancy rate of the furnished portion of the portfolio (representing only 6% of the fair value of marketable investment properties) reached 78.6% for the year ended 30 June 2016. This is a slight increase, even compared to the occupancy rate realised in the previous financial year (78.3%) and the last published occupancy rate (79.3% as of 31 March 2016).
The overall occupancy rate of the total portfolio reached 98% for the year ending 30 June 2016.
The average remaining lease maturity for all buildings in the Company's portfolio is 20 years, equal to 30 June 2015. This impressive aggregate performance is explained by the large proportion of long-term contracts (such as long leases) in the Company's portfolio.
The Consolidated Financial Statements are provided as part of this Annual Financial Report. The following sections of this Consolidated Board of Directors' Report analyse the financial statements using an analytical framework that is aligned with the Company's internal reporting structure. The consolidated income statement covers the 12-month period from 1 July 2015 to 30 June 2016. Acquisitions are accounted for on the date of the effective transfer of control. Such operations will present different impacts on the income statement, depending on whether they took place at the beginning, during, or end of the period.
The consolidated turnover (consolidated rental income) for the year amounts to €59.8 million, an increase of 20% compared to the prior year. This is well above the budget due to the numerous acquisitions made since the beginning of the 2015/2016 financial year that were not budgeted.
Changes in total consolidated rental income (+€10 million, i.e. +19.9%, or +0.5% on a like-for-like basis) are presented below by segment:
The increasing rental income in the senior housing segment (+29.2% and +0.8% on a like-for-like basis) demonstrates the relevance of Aedifica's investment strategy in this segment, which now generates almost 74% of the Group's turnover and almost 91% of its operating result before result on portfolio.
Rental income of the apartment buildings and the hotels are stable.
After deducting rental-related charges, the net rental income for the year ended 30 June 2016 amounts to €59.8 million (+20% as compared to 30 June 2015).
The property result is €58.4 million (30 June 2015: €48.3 million). This result, less other direct costs, provides a property operating result of €54.2 million (30 June 2015: €44.1 million), which represents an operating margin of 91% (30 June 2015: 89%).
After deducting overheads of €6.7 million (30 June 2015: €5.4 million) and taking into account other operating income and charges, the operating result before result on portfolio has increased by 22% to reach €47.6 million (30 June 2015: €39.0 million). This result represents an EBIT margin (see glossary) of 80% (30 June 2015: 78%) and is above budget.
After taking into account the cash flows generated by hedging instruments (described below), Aedifica's net interest charges charges amount to €11.9 million (30 June 2015: €12.8 million). The average effective interest rate (2.9% before capitalising interest on development projects) is below that reported in 2014/2015 (3.0%) and below budget (3.0 %). Taking into account other income and charges of a financial nature (including non-recurrent income of €0.1 million, detailed in Note 21 of the attached Consolidated Financial Statements), and excluding the net impact of the revaluation of hedging instruments to their fair value (non-cash movements accounted for in accordance with IAS 39 are not included in the profit excluding changes in fair value as explained below), the financial result excluding IAS 39 represents a net charge of €12.7 million (30 June 2015: €13.1 million, including non-recurrent income of €0.4 million, detailed in Note 21 in attachment), better than budget.
Corporate taxes are composed of current taxes and deferred taxes. In conformity with the Company's legal status (i.e. as a RREC), current taxes (charge of €0.6 million; 30 June 2015: charge of €0.4 million) consist primarily of Belgian tax on the Company's non-deductible expenditures, tax on the result generated abroad by Aedifica and tax on the result of consolidated subsidiaries. These taxes are in line with budget. Deferred taxes are described below.
Profit excluding changes in fait value reached €34.3 million (30 June 2015: €25.5 million), or €2.43 per share, based on the weighted average number of shares outstanding (30 June 2015: €2.39 per share). This profit (absolute and per share) is above budget.
The income statement also includes elements with no monetary impact (that is to say, non-cash) which vary as a function of market parameters. These consist of (1) the changes in the fair value of investment properties (accounted for in accordance with IAS 40), (2) changes in the fair value of financial assets and liabilities (accounted for in accordance with IAS 39) and (3) deferred taxes (arising from IAS 40):
EBIT MARGIN AS OF 30 JUNE 2016
• At the end of the financial year, changes in the fair value of marketable investment properties (corresponding to the sum of the positive and negative variations between that of 30 June 2015 or at the time of entry of new buildings in the portfolio, and the fair value estimated by experts as of 30 June 2016) taken into income amounted to +1.5%, or +€16.9 million (30 June 2015: +1.5%, or +€14.5 million). A change in fair value of -€6.1 million was recorded on development projects (compared to +€4.7 million for the previous year). The combined change in fair value for marketable investment properties and development projects represents an increase of €10.8 million (30 June 2015: +€19.3 million). Capital gains on disposals (€0.7 million; 30 June 2015: €0.4 million) are also taken into account here.
Given the non-monetary elements described above, the profit (attributable to owners of the parent) amounts to €40.3 million (30 June 2015: €45.2 million). The earnings per share (basic earnings per share, as defined in IAS 33 and calculated in Note 26 to the Consolidated Financial Statements) is €2.85 (30 June 2015: €4.24).
The adjusted statutory result as defined in the annex to the Royal Decree of 13 July 2014 regarding RRECs, is €32.2 million (30 June 2015: €25.4 million), an increase of 27% (as calculated in Note 50). Taking into account the rights to dividend for the shares issued during the financial year, this represents an amount of €2.27 per share (30 June 2015: €2.33 per share).
As of 30 June 2016, investment properties represent 99% (30 June 2015: 99%) of the assets recognised on Aedifica's balance sheet, valued in accordance with IAS 40 (that is to say, accounted for at their fair value as determined by independent real estate experts, namely Stadim SCRL, de Crombrugghe & Partners SA and CBRE GmbH) at a value of €1,157 million (30 June 2015: €1,005 million). This heading includes:
"Other assets included in the debt-to-assets ratio" represent 1% of the total balance sheet (30 June 2015: 1%).
Since Aedifica's formation, its capital has increased steadily along with its real estate activities (contributions, mergers, etc.) and as a result of capital increases (in cash) in October 2010, December 2012 and June 2015. It has increased to €374 million as of 30 June 2016 (30 June 2015: €371 million). The share premium amounts to €156 million as of 30 June 2016 (30 June 2015: €151 million). Recall that IFRS requires that the costs incurred to raise capital are recognised as a decrease in the statutory capital reserves. Equity (also called net assets), which represents the intrinsic net value of Aedifica and takes into account the fair value of its investment portfolio, amounts to:
As of 30 June 2016, liabilities included in the debtto-assets ratio (as defined in the Royal Decree of 13 July 2014 regarding RRECs) reached €499 million (30 June 2015: €377 million), of which €479 million (30 June 2015: €367 million) represent amounts drawn on the Company's credit facilities, detailed in Note 40. The debt-to-assets ratio amounts to 42.5% on a consolidated level (30 June 2015: 37.0%) and 40.4% on a statutory level (30 June 2015: 36.9%). The maximum ratio permitted for Belgian REITs is set at 65% of total assets, thus, Aedifica maintains an additional consolidated debt capacity of €263 million in constant assets (that is, excluding growth in the real estate portfolio) or €752 million in variable assets (that is, taking into account growth in the real estate portfolio). Conversely, the balance sheet structure permits, other things being equal, the Company to absorb a decrease of up to 35% in the fair values of its investment properties before reaching the maximum debt-to-assets ratio. Given Aedifica's existing bank commitments, which further limit the maximum debt-to-assets ratio to 60%, the headroom available amounts to €204 million in constant assets, €512 million in variable assets, and -29% in the fair value of investment properties.
Other liabilities of €54 million (30 June 2015: €45 million) represent mainly the fair value of hedging instruments (30 June 2016: €46 million; 30 June 2015: €38 million).
Recall that IFRS requires the presentation of the annual accounts before appropriation. Net assets in the amount of €42.59 per share as of 30 June 2015 thus included the dividend distributed in October 2015, and should be adjusted by €1.56 per share in order to compare with the value as of 30 June 2016. This amount corresponds to the amount of the total dividend (€22 million) divided by the total number of shares outstanding as of 30 June 2015 (14,045,931).
Excluding the non-monetary impact (that is to say, noncash) of IAS 39 and after accounting for the payment of the 2014/2015 dividend in October 2015, the net assets per share based on the fair value of investment properties is €47.08 as of 30 June 2016, as compared to €43.74 per share on 30 June 2015.
The cash flow statement included in the attached Consolidated Financial Statements shows total cash flows for the period of +€1.3 million (30 June 2015: +€2.4 million), which is made up of net cash from operating activities of +€50.1 million (30 June 2015: +€36.6 million), net cash from investing activities of -€74.6 million (30 June 2015: -€84.8 million), and net cash from financing activities of +€25.8 million (30 June 2015: +€50.7 million).
| 30 June 2016 | 30 June 2015 | |
|---|---|---|
| Investment properties (fair value)1 | 1,156,834 | 1,005,163 |
| Other assets included in debt-to-assets ratio |
15,832 | 14,073 |
| Other assets | 496 | 1,048 |
| Total assets | 1,173,162 | 1,020,284 |
| Equity | ||
| Excl. IAS 39 impact | 668,155 | 636,193 |
| IAS 39 impact2 | -47,407 | -37,923 |
| Equity | 620,749 | 598,270 |
| Liabilities included in debt-to-assets ratio | 498,796 | 377,216 |
| Other liabilities | 53,617 | 44,798 |
| Total equity and liabilities | 1,173,162 | 1,020,284 |
| Debt-to-assets ratio (%) | 42.5 | 37.0 |
Including assets classified as held for sale.
Fair value of hedging instruments (see Note 33).
| 30 June 2016 | 30 June 2015 | |
|---|---|---|
| Based on fair value of investment properties |
||
| Net asset value after deduction of dividend 2014/2015, excl. IAS 39 |
47.08 | 43.74 |
| IAS 39 impact | -3.34 | -2.70 |
| Net asset value after deduction of dividend 2014/2015 |
43.74 | 41.04 |
| Number of share outstanding (excl. treasury shares) |
14,192,032 | 14,045,931 |
OVERBEKE BELGIUM – SENIOR HOUSING
PROPOSED DIVIDEND FOR 2015/2016, REPRESENTING A STATUTORY PAY-OUT RATIO OF 92 %
Rental income in this segment amounts to €44.0 million (30 June 2015: €34.1 million), or 74% of Aedifica's total rental income. These buildings are generally operated under triple net long leases (see glossary) and, as such, the property operating result for this segment is almost equal to the rental income. The fair value of investment properties attributed to this segment under IFRS 8 has been established at €835 million (30 June 2015: €694 million), or 74% of the fair value of Aedifica's total marketable investment properties.
Rental income in this segment amounts to €11.8 million (30 June 2015: €11.9 million), or 20% of Aedifica's total rental income. After deducting direct costs related to this activity, the property operating result for apartment buildings amounts to €7.1 million (30 June 2015: €7.0 million). The fair value of investment properties attributed to this segment under IFRS 8 has been established at €219 million (30 June 2015: €214 million), or 19% of the fair value of Aedifica's total marketable investment properties.
Rental income in this segment amounts to €4.1 million (30 June 2015: €4.0 million), or 7% of Aedifica's total rental income. After deducting direct costs related to this activity the property operating result for these buildings amounts to €4.0 million (30 June 2015: €3.9 million). The fair value of investment properties attributed to this segment under IFRS 8 has been established at €72 million (30 June 2015: €73 million), or 6% of the fair value of Aedifica's total marketable investment properties.
The Board of Directors proposes to the Annual General Meeting of 28 October 2016 to approve the Aedifica SA Annual Accounts of 30 June 2016 (for which a summary is provided in the chapter "Abridged Statutory Annual Accounts" of this Annual Financial Report) and to distribute a gross dividend of €2.10 per share, which is better than the forecast ("budget") published in the Securities Note regarding the capital increase of June 2015. The statutory pay-out ratio is 92%.
Effective 1 January 2016, the withholding tax rate is 27%. The reader is referred to section 5.2 of the chapter entitled "Standing Documents" of the Annual Financial Report for more information on the tax treatment of dividends, as well as to section 4.2. of the chapter entitled "Risk Factors" for more information on the expected evolution of the withholding tax rate.
Based on the number of issued shares as of 2 September 2016, and taking into account the rights attached thereto, the statutory result for the 2015/2016 financial year will be submitted as presented in the table on the opposite page.
The proposed dividend respects the requirements laid down in Article 13, § 1, paragraph 1 of the Royal Decree of 13 July 2014 regarding RRECs in that it is greater than the required minimum pay-out of 80% of the adjusted statutory result, after deduction of the debt reduction over the financial year.
The proposed dividend will be payable, after approval at the Annual General Meeting, in principle as from 4 November 2016 ("payment date" of coupon 15 related to the 2015/2016 financial year). The dividend will be paid by bank transfer as from the same date. The net dividend per share after deduction of 27% withholding tax will amount to €1.5330.
Aedifica carries out its activities in a constantly changing environment, which implies certain risks. The occurrence of these risks could have a negative impact on the Company as a whole, or on its operations, outlook, financial position or financial result. Thus, these risks must be duly considered as part of any investment decision.
Aedifica aims to manage these risks to the greatest extent possible in order to generate recurring rental income and maximize the potential for gains on disposals.
The key risk factors are the focus of a specific section of the Annual Financial Report and summarised here in accordance with Article 119 of the Belgian Companies Code. Key risk factors with which Aedifica is confronted are the focus of regular monitoring both by Management and by the Board of Directors, who have developed prudent policies that are continuously reviewed and adapted as necessary.
| 30 June 2016 | 30 June 2015 | |
|---|---|---|
| A. Profit (loss) | 40,340,851 | 39,443,874 |
| B. Transfer to/from the reserves | 8,500,660 | 14,653,035 |
| 1. Transfer to/from the reserve of the (positive or negative) balance of changes in fair value of investment properties (-/+) |
||
| - fiscal year | 18,066,033 | 13,897,832 |
| - previous fiscal years | 0 | 0 |
| - disposals of investment properties | 730,675 | 427,591 |
| 2. Transfer to/from the reserve of the estimated transaction costs resulting from hypothetical disposal of investment properties (-/+) |
-4,382,170 | 0 |
| 3. Transfer to the reserve of the balance of the changes in fair value of authorised cash flow hedging instruments qualifying for hedge accounting (-) |
||
| - fiscal year | -134,668 | 0 |
| - previous years | 0 | 0 |
| 4. Transfer to the reserve of the balance of the changes in fair value of authorised cash flow hedging instruments qualifying for hedge accounting (+) |
||
| - fiscal year | 0 | 0 |
| - previous years | 0 | 0 |
| 5. Transfer to the reserve of the balance of the changes in fair value of authorised cash flow hedging instruments not qualifying for hedge accounting (-) |
||
| - fiscal year | -5,455,572 | 461,498 |
| - previous years | 0 | 0 |
| 6. Transfer to the reserve of the balance of the changes in fair value of authorised cash flow hedging instruments not qualifying for hedge accounting (+) |
||
| - fiscal year | 0 | 0 |
| - previous years | 0 | 0 |
| 7. Transfer to/from the reserve of the balance of currency translation differences on monetary assets and liabilities (-/+) |
0 | 0 |
| 8. Transfer to the reserve of the fiscal latencies related to investment properties abroad (-/+) | -323,638 | -133,886 |
| 9. Transfer to the reserve of the received dividends aimed at the reimbursement of financial debts (-/+) | 0 | 0 |
| 10. Transfer to/from other reserves (-/+) | 0 | 0 |
| 11. Transfer to/from the result carried forward of the previous years (-/+) | 0 | 0 |
| C. Remuneration of the capital provided in article 13, § 1, para. 1 | 25,778,406 | 20,341,185 |
| D. Remuneration of the capital - other than C | 4,014,266 | 1,508,041 |
| Result to be carried forward | 2,047,519 | 2,941,613 |
The following risks are presented in detail in the chapter "Risk Factors" of this Annual Financial Report: market risks (economic risks, risks related to the real estate market, inflation risk, concentration risk in the senior housing segment); risks related to Aedifica's property portfolio (rents, asset management, quality and valuation of buildings, risk of expropriation, risk arising from mergers, de-mergers and acquisitions), regulatory risks, corporate risks, and risks related to support processes. Risks related to financial instruments are described in the following section.
Aedifica's financial management activities are aimed at ensuring permanent access to credit and to monitor and minimise the interest rate risk.
The use of financial instruments as described under "financial risks" in the "Risk Factors" chapter of this Annual Financial Report) is detailed in Note 44 of the attached Consolidated Financial Statements. The following elements are presented: debt structure, liquidity risk, interest rate risk, counterparty risk, foreign exchange risk, and financial planning risks.
Related party transactions, as defined under IAS 24 and in the Belgian Companies Code, are the object of Note 48 of the attached Consolidated Financial Statements. These transactions comprise the remuneration of Aedifica's directors and Executive Managers.
Moreover, certain types of transactions are covered by Article 37 of the Act of 12 May 2014 (with the exception of cases explicitly covered by Article 38 of the same Act). Over the course of the 2015/2016 financial year, no transactions covered by this Article and outside of normal business transactions were executed between Aedifica and its regular service providers.
As of 30 June 2016, Aedifica SA holds seven stable subsidiaries, of which two are established in Belgium, three in Luxemburg, one in Germany, and one in The Netherlands. The figures mentioned below represent Aedifica's share in the capital, as well as its share in voting rights.
BENVENUTA THE NETHERLANDS – SENIOR HOUSING
Furthermore, as of 30 June 2016, Aedifica (together with Aedifica Invest SA) also holds seven subsidiaries located in Belgium holding real estate assets; these subsidiar ies will be merged with Aedifica in the following months. These subsidiaries are: La Croix Huart SA, Patrimoniale Flandria SA, Seniot Hotel Flandria SA, Vinkenbosch SA, Heydeveld SPRL, Woon & Zorg Vg Poortvelde SPRL and RL Invest SA. Woon & Zorg Vg Poortvelde SPRL and RL Invest SA were absorbed by Aedifica on 4 July 2016, while La Croix Huart SA, Patrimoniale Flandria SA and Senior Hotel Flandria SA were absorbed on 2 Septem ber 2016.
The opposite organisational chart shows the Group's subsidiaries as well as its share in each subsidiary.
Aedifica is not engaged in research and development activ ities covered by Articles 96 and 119 of the Belgian Com panies Code.
Aedifica applies IFRS both for the preparation of its Consolidated Financial Statements and for its Statutory Accounts. In accordance with IAS 32 and the Annex C of the Royal Decree of 13 July 2014, treasury shares held by Aedifica are presented as a reduction to total equity. As of 30 June 2016, the Aedifica Group held no treasury shares.
In addition, as of 30 June 2016, Aedifica SA benefits from pledges on shares of the Company, constituted in connection with buildings acquisitions. These guarantees are detailed in Note 45.3.2 of the Consolidated Financial Statements.
The projections presented below have been developed by the Board of Directors with a view to establish the budget for the 2016/2017 financial year on a comparable basis with the Company's historical financial information.
a) The indexation rate of rents and charges: 1.66% on average for the financial year, in line with the monthly projections released by the Belgian Federal Planning Bureau on 5 July 2016;
b) Investment properties: assessed at their fair value, based on a zero growth rate;
c) Average interest rate before capitalised interests: 2.5% based on the Euribor rate curve of 30 June 2016, bank margins, and hedges currently in place;
d) The budget supposes that the legal status of Regulated Real Estate Company is maintained (see section 4.1. of chapter on risk factors).
a) Rents: rent projections are based on current contrac tual rates and take indexation into account. Vacancy rates, charges on unoccupied properties and agency fees (commissions) from the time of relocation are also taken into consideration in the projections. Forecasts are updated and projections revised as necessary in light of the latest operational trends and the actual state of the markets in which the Company is active.
In addition, the projected rental income from senior housing includes assumptions regarding future portfolio additions (completion of buildings currently under devel opment and possible acquisitions for which the timing cannot be determined with certainty.
b) Real estate charges: the assumptions concerning real estate charges relate to internal and external real estate management costs (management fees, concierge, etc.); repair and maintenance costs; general taxes and prop erty tax; and insurance.
c) Overheads: these projections include employee bene fits, administrative fees, and fees directly associated with the listing of shares in the Company.
d) Investment budget: it is assumed that projected net investments for the next financial year (i.e. €290 million), will be paid in cash (with the exception of €4 million, which would be financed by the issue of new Aedifica shares in the context of the Jardins de la Mémoire pro ject). These consist mainly of (i) cash outflows related to the development projects in progress, and (ii) additional investments – for which there are no agreements at this date – which are assumed to be carried out in the sen ior housing segment during the 2016/2017 financial year, amounting to €50 million, paid in cash, and generating rental incomes in line with today's market practice.
e) Financial assumptions:
The Board of Directors continues to pay close attention to the evolution of the economic and financial context and the associated impacts on the Company's activities.
In the current economic climate, Aedifica's key strengths include the following:
Considering the Company's strengths and the assump tions listed above (see section 11.1), the Board of Direc tors projects to generate rental income of €76 million for the 2016/2017 financial year, leading to a profit excluding changes in fair value of €42 million or €2.97 per share, and permitting a gross dividend of €2.25 per share to be distributed to shareholders. These projections are based on the expected perimeter of the real estate portfolio, excluding unexpected events, and stand to generate an increasing dividend as compared to that proposed by the Board of Directors for the 2015/2016 financial year. On this basis, net profit would reach €42 million. The dis tributable reserves (statutory) calculated in accordance with Article 617 of the Belgian Companies Code and the Royal Decree of 7 December 2010 would amount to €13.1 million.
The projected financial information presented above con sists of estimates for which the actual realisation will vary, most notably, depending on the evolution of the real estate and financial markets. They do not constitute a commit ment by the Company's Executive Managers and have not been certified by an external auditor. However, the Com pany's auditor, Ernst & Young Réviseurs d'Entreprises Sc s.f.d.SCRL, represented by Mr. Jean-François Hubin, has issued the following report (this auditor's report has been faithfully reproduced and, to Aedifica's knowledge, no facts have been omitted which would render the informa tion reproduced inexact or misleading):
"As a statutory auditor of the company and applying the EC regulation n° 809/2004 of the European Commission of 29 April 2004, we have prepared the present report on the forecasts of the consolidated balance sheet and income statement of the company, included in chapter 11 of its annual report, as approved by the Board of Direc tors of the company on 2 September 2016. The assump tions included in paragraph 11.1 result in the following profit forecast (excluding changes in fair value) for the year 2016-2017:
• Date: 30 June 2017
• Result excluding changes in fair value entries: 42 million €
RESIDENTIE POORTVELDEN BELGIUM – SENIOR HOUSING
It is the board of directors' responsibility to prepare the profit forecast, together with the material assumptions upon which it is based, in accordance with the require ments of EU Regulation n° 809/2004.
It is our responsibility to provide an opinion on the fore casts as required by Annex I, item 13.2 of the EU Regula tion n° 809/2004. We are not required nor do we express an opinion on the possibility to achieve that result or on the assumptions underlying these forecasts.
We performed our work in accordance with the auditing standards applicable in Belgium, as issued by the Insti tute of Registered Auditors (Institut des Réviseurs d'En treprises/Instituut van de Bedrijfsrevisoren), including the related guidance of its research institute and the stand ard "International Standard on Assurance Engagements 3400" related to the examination of forecast information. Our work included an evaluation of the procedures under taken by the Board of Directors in compiling the forecasts and procedures aimed at verifying the consistency of the methods used for the forecasts with the accounting poli cies normally adopted by Aedifica.
We planned and performed our work so as to obtain all the information and explanations that we considered nec essary in order to provide us with reasonable assurance that the forecasts have been properly compiled on the basis stated.
Since the forecasts and the assumptions on which they are based relate to the future and may therefore be affected by unforeseen events, we can express no opin ion as to whether the actual results reported will corre spond to those shown in the forecasts. Any differences may be material.
In our opinion: (i) the forecasts have been properly com piled on the basis of the assumptions stated above; and (ii) the basis of accounting used for these forecasts is con sistent with the accounting policies applied by Aedifica sa for the consolidated financial statements of 2015-2016.
Brussels, 2 September 2016
Ernst & Young Réviseurs d'Entreprises sccrl, Statutory auditor represented by Jean-François Hubin 1 , Partner
Two conflicts of interest occurred over the course of the 2015/2016 financial year, as explained below.
"Pursuant to Article 523 of the Belgian Companies Code, the members of the Management Committee (Ms. Sarah Everaert, Ms. Laurence Gacoin, Mr. Jean Kotarakos and Mr. Stefaan Gielens) announced that they had interests contrary to those of the Company; after informing the Chairman, they left the meeting.
Mr. Pierre Iserbyt, Chairman of the Nomination and Remuneration Committee, made a report to the Board on the deliberation of the aforementioned committee, which proposed to establish the gross variable remuneration of the Management Committee as follows:
remuneration excluding sundry benefits and post-retire ment benefits, based on quantitative and qualitative cri teria that will be set in a future stage.
The Board approved the Committee's proposals. The members of the Management Committee re-entered the meeting and heard the Board's decisions concerning exec utive management remuneration."
"Ms. Adeline Simont, Chairman of the Nomination and Remuneration Committee, proposed to report on the aforementioned Committee's meeting of 30 May 2016, which covered the following three points: (i) results of the benchmarking study on the remuneration of the four Management Committee members; (ii) deliberation of the Remuneration Committee regarding the remuneration of Management Committee members and proposal to the Board of Directors; (iii) evaluation of the Board of Director's functioning. Pursuant to Article 523 of the Belgian Compa nies Code, the Executive Managers included in member ship of the Management Committee (Mr. Jean Kotarakos and Mr. Stefaan Gielens), and the other members of the Management Committee (Ms. Sarah Everaert and Ms. Laurence Gacoin), announced that they had interests contrary to those of the Company; after informing the Chairman, they left the meeting.
Ms. Adeline Simont subsequently reported to the Board on the Committee's deliberations and distributed draft minutes of the meeting of 30 May 2016. The following elements emerged:
CEO: increase of the fixed annual remuneration to €400,000 (resulting from the Management Agree ment) plus an additional €110,000 (resulting from the long-term incentive plan) for the 2016/2017 financial year; increase of the maximum variable remuneration to €194,600 for the 2016/2017 financial year, based on criteria that remain to be determined;
CFO, COO and CLO:
Moreover, the Committee decided to propose to the Board to grant the COO and the CLO a fixed allowance for rep resentation expenses of €300 per month each (already pro vided for the CEO and the CFO).
The Board approved the Committee's proposals. The mem bers of the Management Committee re-entered the meeting and heard the Board's decisions concerning executive man agement remuneration."
In accordance with Article 608 of the Belgian Companies Code, the Board of Directors comments on (i) the cap ital increases decided by the Board of Directors during the financial year; and (ii) the conditions and the effective impacts of the capital increases for which the Board of Directors limited or cancelled preferential rights (when applicable).
Following the decision of the Board of Directors of 2 October 2015, in the framework of the authorised capi tal (see section 2 of this Consolidated Board of Directors' Report), the capital was increased by €523,955.84 (from €370,640,990.50 to €371,164,946.34). 19,856 new shares without par value were issued. The shares have the same rights as existing shares and contribute pro rata temporis to the Company's results for the 2015/2016 financial year as of the date of issuance, except for abovementioned par value and pro rata temporis divi dend rights until the ex-date of the coupon related to the 2015/2016 financial year.
RESIDENTIE SPORENPARK BELGIUM – SENIOR HOUSING Following the decision of the Board of Directors of 17 December 2015, the capital was increased in the framework of the authorised capital (see sec tion 2 of this Consolidated Board of Directors' report) by €2,748,340.46 (from €371,164,946.34 to €373,913,286.80). 104,152 new shares without par value were issued in exchange for a contribution in cash with cancellation of the preferential subscription right and with granting of priority allocation rights. The shares have the same rights as existing shares. As of 1 July 2015, these shares participate in the Company's results for the 2015/2016 financial year.
Following the decision of the Board of Directors of 24 March 2016, the capital was increased in the frame work of the authorised capital (see section 2 of this Con solidated Board of Directors' report) by €582,985.31 (from €373,913,286.80 to €374,496,272.11). 22,093 new shares without par value were issued in exchange for a contribution in cash with cancellation of the prefer ential subscription right and with granting of priority allo cation rights. The shares have the same rights as existing shares. As of 1 July 2015, these shares participate in the Company's results for the 2015/2016 financial year.
In the framework of capital increases by contribution in kind, shareholders do not have preferential rights.
Environmental, ethical, and social matters are an inte gral part of Aedifica's daily management and blend into the Company's continual efforts to achieve and maintain quality standards.
Aedifica follows a pragmatic approach to environmental issues, paying close and constant attention to find the right balance in its use of human and financial resources to generate maximum value-added.
Before each potential building acquisition, Aedifica exam ines the environmental risks. In the event that risks are identified, plans are put in place to mitigate or eliminate risks entirely. In order to identify and control pollution risks, the Company studies the soil quality for all sites that host risky activities (e.g. fuel tanks, printing indus tries, etc.) or which have done so in the past.
Aedifica holds environmental permits for operations relating to listed elements of its buildings or takes the necessary steps in case of extensions and renewals. It holds urban development permits, the majority of which were obtained by the former owners of buildings under development. Where the responsibility for environmen tal and urban development permits falls to its tenants, Aedifica endeavors to encourage the tenants to obtain the required permits on a timely basis.
For the buildings managed by Aedifica (directly or indi rectly through external service providers), the technical and security installations are periodically inspected for conformity with applicable legislation. Regarding buildings for which the tenants assume responsibility for the prop erty and its technical systems, Aedifica makes every effort to ensure that the required inspections are organised in due time. In addition, a programme is in place to ensure the conformity and compliance of building elevators.
A study is conducted for each new investment to deter mine the likelihood of asbestos and identify the related risks. All the devices identified as being at risk of containing asbestos and deemed harmful for humans are removed from the buildings. The remaining devices become the object of a management plan which is re-evaluated annu ally by accredited experts. The Company also uses regu lar maintenance works and planned upgrades to remove any remaining, insignificant, residues. With regard to triple net leases, the Company ensures that the management plan is carried out by the operators of the buildings.
Regarding the buildings located in Belgium, the regulation on the energy performance of buildings ("PEB") requires that a study on energy performance is conducted for all new construction projects. For existing buildings, the regulation has introduced a certificate to attest to the energy performance of the buildings, with reference to the energy performance coefficient. For buildings man aged by Aedifica (directly or indirectly through external managers), a programme is in place to obtain this certifi cation. Regarding buildings for which the tenant assumes responsibility for the property and its technical systems, Aedifica makes every effort to ensure that the necessary certificates are obtained.
Regarding its buildings located outside Belgium, Aedifica ensures the follow-up of local regulation.
As a priority item for apartment building renovations, Aedifica replaces oil and gas burning heating systems with natural gas systems, and seeks to improve the over all level of thermal insulation in its buildings (level K). A number of buildings is also equipped with solar panels, namely Aedifica's registered office (Louise 331), Rési dence Palace and Héliotropes.
At its head office, Aedifica uses certified paper (including for printing the Annual Financial Report), and encourages its staff to recycle waste to the greatest extent possible.
Aedifica's Board of Directors is composed of 10 directors, comprising 4 women and 6 men. The gender diversity requirement included in the Belgian Act of 28 July 2011
(which modifies the Belgian Companies Code, among oth ers) is already met given the current composition of the Company's Board of Directors. The Company's mixed gender ratio of 40% exceeds the 30% threshold required by law for financial years beginning on or after 1 July 2017. Aedifica's high percentage of women on the Board has been noted in various studies dealing with gender diversity in governance bodies of Belgian companies (most notably in articles published on 18 October 2012 in De Morgen, 2 March 2011 in L'Echo, 26 July 2010 in De Tijd, and 4 December 2009 in Expertise News).
Aedifica aims to promote personal development of its employees by offering a work environment that is motivat ing, comfortable, and adapted to their needs. The Com pany strives to identify and further reinforce the talents of its staff in favour of promoting diversity and equal oppor tunity in the workplace. As of 30 June 2016, the Aedifica team consists of 42.2 full-time equivalent positions (FTEs), or 44 individuals (35 individuals on 30 June 2015). Total staff breakdown by gender is 22 women and 22 men, and by position type is 32 staff and 12 labourers. Dur ing the 2015/2016 financial year, Aedifica recorded an average of 13 hours of training per FTE (19 hours as of 30 June 2015). The average age of the Aedifica team is 41 years, an increase as compared to that observed on 30 June 2015 (40 years).
Aedifica functions in the framework of Joint Committees 100 (labourers) and 200 (staff). The remuneration proposed by Aedifica remains positioned with reference to market remuneration for similar functions. For the 2015/2016 financial year remuneration includes a plan for non-recur ring benefits linked to the Company's profitability, as has been the case from 2008/2009 onwards. In addition, other recurring benefits are offered, such as a defined contribu tion group insurance plan and hospitalisation coverage.
Each member of the team participates in at least one per formance review per year with his/her manager; this review is based on a multi-dimensional template that covers rela tions between the Company and its employees.
FULL-TIME EQUIVALENT
RÉSIDENCE DE LA HOUSSIÈRE BELGIUM – SENIOR HOUSING
POSITIONS
OASE TIENEN BELGIUM – SENIOR HOUSING
In 2010, Aedifica adopted a Charter of Ethics which formalised the code of conduct already in place. This charter addresses conflicts of interest, confidentiality, share purchase and sales, abuse of company property, business gifts, and respect for others. It is included in the Corporate Governance Charter.
Aedifica's investments respond to multiple housing needs and the Company contributes to the renewal of certain districts (for example, with the renovation of Freesias and certain buildings of Ensemble Souveraine in Brussels). The Company also offers solutions to the challenges associated with the ageing population through its investments in senior housing. Furthermore, Aedifica contributes to the perseveration of national heritage in Belgium as well as in The Netherlands, as the owner of several listed buildings in Belgium and protected buildings in The Netherlands (e.g. in Belgium: the Résidence Palace and building in rue du Lombard in Brussels, Hotel Martin's Brugge, and hotel Martin's Klooster in Leuven; in The Netherlands: Holland in Utrecht, Benvenuta in Hilversum, Walgaerde in Hilversum).
Aedifica presents a series of semi-annual and annual roadshows in Belgium and abroad (Luxembourg, Amsterdam, London, Paris, Frankfurt), which attract foreign investment to Belgian capital markets.
Aedifica participates in debates related to the Belgian REIT sector (via the REITs workshop organised within the Belgian Association of Asset Managers or BEAMA), and more recently related to the new legislation regarding Regulated Real Estate Companies (SIR/GVV), and is a member of the Association of Belgian listed companies (via the "Association Belge des Sociétés cotées" or ABSC) and a founding member of the ASBL BE-REIT Association. The Company is also a member of the "Union Professionnelle du Secteur Immobilier" (UPSI) and sponsors the VFB federation and investment association.
Members of Aedifica's Executive Management participate personally as speakers for university and post-graduate programmes offered by the University of Leuven (KU Leuven) and the University of Brussels (Université Libre de Bruxelles).
In accordance with Article 34 of the Royal Decree of 14 November 2007, items that can be of influence in the event of a takeover bid are summarised below.
There is one single category of shares without par value: all shares are fully paid-up. As of 30 June 2016, the share capital amounts to €374,496,272.11, consisting of 14,192,032 shares, each representing 1/14,192,032th of the share capital.
All holders of shares have equal rights and obligations, except for the pro rata temporis dividend right, which may be assigned when new shares are issued. In this case, these new shares must remain registered until the distribution of the dividend. The 3,121,318 new shares that were issued on 29 June 2015 are not entitled to the pro rata temporis dividend relating to the 2014/2015 financial year, but will participate in the Company's results for the 2015/2016 financial year. Please refer to applicable laws, including the Belgian Companies Code, the Act of 12 May 2014 on Regulated Real Estate Companies and the Royal Decree of 13 July 2014 on Regulated Real Estate Companies. Moreover, attention should be paid to the Company's Articles of Association (see section 4 of the chapter "Standing Documents" in the Annual Financial Report).
There are no legal or statutory limits for share transfers.
In order to provide sufficient liquidity to the shareholders, Article 21 of the Act of 12 May 2014 quoted above requires that the shares of Belgian REITs are listed on a regulated stock exchange.
The totality of the 14,192,032 Aedifica shares are listed on the Euronext Brussels continuous market, except for the 19,856 shares which were admitted into trading on 2 Octo ber 2015 and which will be listed on Euronext Brussels as from the ex-date of the coupon relating to the 2015/2016 financial year, scheduled in principle on 2 November 2016.
There are no shareholders benefitting from specific con trol rights.
Aedifica has not put in place any mechanism in relation to employee shareholdings.
As of 30 June 2016, Aedifica holds no treasury shares.
Aedifica is not aware of any agreement between share holders that could limit the transfer of shares and/or vot ing rights.
Pursuant to Article 11 to the Articles of Association, the members of the Board of Directors are elected for a term of up to 3 years by the shareholders at the Annual Gen eral Meeting. They are always revocable. They can be re-elected.
If not re-elected, the office of director ends just after the general meeting that decides on re-elections.
In case of vacancy of one or several director seats, the remaining directors have the power to provisionally elect one or several persons, to act as director(s) until the next general meeting, when shareholders will decide on the re-election. This right of re-election by the remaining directors becomes an obligation when the number of directors falls below the statutory minimum number.
A director elected to replace another director finishes the original term of the replaced director.
Please refer to the regulations applicable to RRECs. In particular, one should bear in mind that any contemplated change to the Articles of Association must be approved by the market authority (FSMA).
Pursuant to Article 6.4 of the Articles of Association, the Board of Directors is authorised to increase the share capital in one or several steps up to €74,230,000.00, at the moment and subject to the conditions set by the Board of Directors (in accordance with Article 603 of Bel gian Companies Code, and as set out in Note 38 of the Consolidated Financial Statements). To date, the remain ing balance of the authorised capital as of 30 June 2016 amounts to €70,898,674.23.
During the extraordinary shareholders meeting of 28 October 2016 (the extraordinary shareholders meet ing of 11 October 2016 will more than likely not reach the required quorum) the shareholders will be proposed to resolve to increase the share capital pursuant to sections 603 and following of the Belgian Companies Code, in one or more times, for a maximum amount of 1) €374,000,000 if the capital increase to be effected is a capital increase whereby the shareholders of the Company have the pos sibility to exercise a preferential subscription right or a pri ority allocation right, 2) €74,800,000 for any other type of capital increase, it being understood that the share capital can never be increased within the framework of the authorised capital in excess of €374,000,000, during a period of five years as of the date of publication of the resolutions in the Annexes to the Belgian State Gazette.
Moreover, Aedifica may, in accordance with Article 6.2 of the Articles of Association, repurchase, or receive as security, treasury shares under the conditions set out in the Belgian Companies Code; the Company must also inform the market authority (FSMA) in due time. Treasury shares pledged as of 30 June 2016 are described in sec tion 10 of this Consolidated Board of Directors' Report.
The credit facilities of 26 August 2011, 11 July 2012, 27 June 2013, 5 August 2013, 10 July 2014 and 15 June 2016 (bilateral credits issued by BNP Paribas Fortis), as well as the credit facilities of 24 October 2011, 25 June 2012, 4 April 2013, 28 April 2014 and 8 October 2014 (bilateral credits issued by ING Belgium) and the credit facility of 7 May 2013 (bilateral credit issued by Bank Degroof), provide for early termination in the event of a change in control (control being defined as the concentration of 50% plus one share in the hands of a single shareholder, or as the concentration of 50% plus one voting right in the hands of a single shareholder).
The credit facilities of 28 June 2016 issued by KBC Bank provide for early termination in case of substantial change in the shareholding structure that could result in a change in the composition of the Board of Directors or in the risk assessment carried out by the bank.
The credit facilities of 26 June 2013 issued by Banque LB Lux (for which activities were resumed by its parent company Bayerische Landesbank on 1 July 2014) provide for early termination in the event of a substantial change in control. Control is defined with reference to the capital holdings of Aedifica (more than 50%) or by reference to the right or possibility to control, either directly or indirectly, the management activities or the majority of the Board of Directors. The credit facility of 30 June 2015 issued by Caisse d'Epargne et de Prévoyance Nord France ("CENFE") and with which CENFE takes over the credit issued by Bayerische Landesbank, as well as the credit facility of 7 June 2016 issued by CENFE, includes an identical clause.
The credit facilities of 6 June 2014 and 13 November 2014 issued by Banque Européenne du Crédit Mutuel provides for early termination in the event of a substantial change in control in favour of one or more investors acting in concert. "Control" and "action in concert" are defined with reference to the Belgian Companies Code.
The credit facilities of 27 November 2014 and 27 June 2016 issued by Belfius Banque SA provide for early termination if the administration of the Company is modified or if one of the working partners of a partner with joint and several liability or one of the majority shareholders withdraws or passes away.
The credit facilities of 19 February 2016 issued by ING Belgium provide for immediate payment without notice of all amounts due related to these credit facilities (interests, fees, associated costs), and immediate cancellation of all obligations awaiting execution, unless otherwise agreed by the banks, in the event of a change in control. Control being defined as (i) the concentration, either directly or indirectly, of more than 50% of shares, voting rights of similar rights in the hands of a single shareholder or (ii) the possibility to control, either directly or indirectly, the management activities or the composition of the majority of the Board of Directors, pursuant to an agreement and through the exercise of voting rights.
If the management agreement signed with the CEO is terminated by the CEO or by the Company within a period of 6 months after the launch of a takeover bid, the CEO will receive an indemnity amounting to 18 months of benefits (except in case of serious misconduct).
If the management agreement signed with the CFO is terminated by the CFO or by the Company within a period of 6 months after the launch of a takeover bid, the CFO will receive an indemnity amounting to 12 months of benefits (except in case of serious misconduct).
No such clause has been included in contracts signed with other members of the Management Committee and the Aedifica staff.
The Audit Committee of the Company is made up of 3 non-executive directors; among these, 2 meet the independence criteria set out by Article 526ter of the Belgian Companies Code. Namely, Ms. Katrien Kesteloot and Mr. Serge Wibaut:
RÉSIDENCE AUGUSTIN BELGIUM – SENIOR HOUSING
Moreover, all members of the Audit Committee have the necessary competencies with respect to accounting and audit, given their level of education and their broad experience in these matters.
The statement of corporate governance (including the remuneration report and the description of the main features of systems of internal control and risk management) is provided in the chapter "Corporate Governance Statement", on pages 120 to 137 of this Annual Financial Report.
Brussels, 2 September 2016.
EPRA VACANCY RATE
WEIGHTING IN THE BELGIAN EPRA INDEX
HESTIA BELGIUM – SENIOR HOUSING
Aedifica passed all eligibility criteria for inclusion in the EPRA indices during the March 2013 quarterly review. As a result, Aedifica's shares were added to the "FTSE EPRA/NAREIT Developed Europe Index" on 18 March 2013
The EPRA ("European Public Real Estate Association") is the voice of Europe's publicly traded real estate sector and the most widely used global benchmark for listed real estate. It represents more than 220 active mem bers and over €350 billion in real estate assets. The European indices include nearly 100 constituents, with a free-float market capitalisation of more than €200 bil lion. The criteria for inclusion in the indices are pub licly available on the EPRA website (www.epra.com).
Aedifica is registered in the European Index with a weighting of approx. 0.4% and in the Belgian Index with a weighting of approx. 14.4%.
In August 2011, the Board of Directors of the European Public Real Estate Association ("EPRA") published an update of the report entitled "EPRA Reporting: Best Practices Recommendations" ("EPRA Best Practices"). The report is available on the EPRA website.
This document contains EPRA's recommendations for defining the main financial performance indicators applicable to listed real-estate companies. Aedifica supports this approach to reporting standardisation, which has been designed to improve the quality and comparability of information. The Company supplies its investors with most of the information recommended by EPRA.
On 24 September 2014, Aedifica was rewarded the "EPRA Silver Award" and the "EPRA Most Improved Award" for its 2012/2013 Annual Financial Report.
On 9 September 2015, Aedifica was rewarded for the first time the "EPRA Gold Award" for its 2013/2014 Annual Financial Report, bringing the Company to the forefront of the 106 companies surveyed. This performance repeted itself in September 2016 for the 2014/2015 Annual Financial Report.
| 30 June 2016 | 30 June 2015 | |
|---|---|---|
| EPRA Earnings (in €/share) | 2.43 | 2.39 |
| EPRA NAV (in €/share) | 47.24 | 43.90 |
| EPRA NNNAV (in €/share) | 43.55 | 40.88 |
| EPRA Net Initial Yield (NIY) (in%) | 5.2 | 5.1 |
| EPRA Topped-up NIY (in%) | 5.2 | 5.1 |
| EPRA Vacancy Rate (in%) | 2 | 2 |
| EPRA Cost Ratio (including direct vacancy costs) (in%) | 20 | 22 |
| EPRA Cost Ratio (excluding direct vacancy costs) (in%) | 20 | 22 |
| 30 June 2016 | 30 June 2015 | ||
|---|---|---|---|
| EPRA Earnings | x €1,000 | 34,326 | 25,499 |
| Recurring earnings from core operational activities | € / share | 2.43 | 2.39 |
| EPRA NAV Net Asset Value adjusted to include properties and other investment |
x €1,000 | 670,361 | 616,669 |
| interests at fair value and to exclude certain items not expected to crystalise in a long-term investment property business model |
€ / share | 47.24 | 43.90 |
| EPRA NNNAV EPRA NAV adjusted to include the fair values of financial instruments, |
x €1,000 | 618,008 | 574,203 |
| debt and deferred taxes | € / share | 43.55 | 40.88 |
| EPRA Net Initial Yield (NIY) Annualised rental income based on the cash rents passing at the balance sheet date, less non-recoverable property operating expenses, divided by the market value of the property, increased with (estimated) purchaser's costs |
% | 5.2 | 5.1 |
| EPRA Topped-up NIY This measure incorporates an adjustment to the EPRA NIY in respect of the expiration of rent-free periods or other unexpired lease incentives such as discounted rent periods and step rents |
% | 5.2 | 5.1 |
| EPRA Vacancy Rate Estimated Market Rental Value (ERV) of vacant space divided by ERV of the whole portfolio |
% | 2 | 2 |
| EPRA Cost Ratio (including direct vacancy costs) Administrative/operational expenses per IFRS income statement, including the direct costs of vacant buildings, divided by the gross rental income, less ground rent costs |
% | 20 | 22 |
| EPRA Cost Ratio (excluding direct vacancy costs) Administrative/operational expenses per IFRS income statement, less the direct costs of vacant buildings, divided by the gross rental income, less ground rent costs |
% | 20 | 22 |
"INCLUSION IN THE EPRA INDEX HAS ALWAYS BEEN A KEY MILESTONE FOR AEDIFICA, THAT WAS ACHIEVED IN 2013. IT DISPLAYS A WIDER RECOGNITION OF AEDIFICA'S COMMITMENT TO BEST PRACTICE, AND PROVIDES AN OPPORTUNITY FOR GLOBAL INVESTORS TO PLAY A PART IN THE COMPANY'S CONTINUED SUCCESS." STEFAAN GIELENS, CEO
| 30 June 2016 | 30 June 2015 | |
|---|---|---|
| Earnings for IFRS (owners of the parent) income statement | 40,266 | 45,165 |
| Adjustments to calculate EPRA Earnings, exclude: | ||
| (i) Changes in fair value of investment properties, development properties held for investment and other interests |
-10,775 | -19,259 |
| (ii) Profits or losses on disposal of investment properties, development properties held for investment and other interests |
-731 | -428 |
| (iii) Profits or losses on sales of trading properties including impairment charges in respect of trading properties |
0 | 0 |
| (iv) Tax on profits or losses on disposals | 0 | 0 |
| (v) Negative goodwill / goodwill impairment | 0 | 0 |
| (vi) Changes in fair value of financial instruments and associated close-out costs | 5,685 | -374 |
| (vii) Acquisition costs on share deals and non-controlling joint venture interests (IFRS 3) | 0 | 0 |
| (viii) Deferred taks in respect of EPRA adjustments | -120 | 395 |
| (ix) Adjustments (i) to (viii) above in respect of joint ventures | 0 | 0 |
| (x) Minority interests in respect of the above | 0 | 0 |
| EPRA Earnings (owners of the parent) | 34,326 | 25,499 |
| Number of shares | 14,122,758 | 10,658,981 |
| EPRA Earnings per Share (EPRA EPS in €/share) | 2.43 | 2.39 |
| 30 June 2016 | 30 June 2015 | |
|---|---|---|
| NAV per the financial statements (owners of the parent) | 620,749 | 576,421 |
| NAV per the financial statements (in €/share) (owners of the parent) | 43.74 | 41.04 |
| Effect of exercice of options, convertibles and other equity interests | 0 | 0 |
| Diluted NAV, after the exercice of options, convertibles and other equity interests | 620,749 | 576,421 |
| Include: | ||
| (i) Revaluation to fair value of investment properties | 0 | 0 |
| (ii) Revaluation to fair value of tenant leases held as finance leases | 0 | 0 |
| (iii) Revaluation to fair value of trading properties | 0 | 0 |
| Exclude: | ||
| (iv) Fair value of financial instruments | 47,407 | 37,923 |
| (v.a) Deferred tax | 2,205 | 2,325 |
| (v.b) Goodwill as a result of deferred tax | 0 | 0 |
| Include/exclude: | ||
| Adjustments (i) to (v) in respect of joint venture interests | 0 | 0 |
| EPRA NAV (owners of the parent) | 670,361 | 616,669 |
| Number of shares | 14,192,032 | 14,045,931 |
| EPRA NAV (in €/share) (owners of the parent) | 47.24 | 43.90 |
| 30 June 2016 | 30 June 2015 | |
|---|---|---|
| EPRA NAV (owners of the parent) | 670,361 | 616,669 |
| Include: | ||
| (i) Fair value of financial instruments | -47,407 | -37,923 |
| (ii) Fair value of debt | -2,741 | -2,218 |
| (iii) Deferred tax | -2,205 | -2,325 |
| EPRA NNNAV (owners of the parent) | 618,008 | 574,203 |
| Number of shares | 14,192,032 | 14,045,931 |
| EPRA NNNAV (in €/share) (owners of the parent) | 43.55 | 40.88 |
| 30 June 2016 | ||||||
|---|---|---|---|---|---|---|
| Senior housing |
Apartments buildings |
Hotels and other |
Non allocated |
Intersegment items |
Total | |
| Investment properties in fair value | 835,300 | 219,332 | 71,657 | 25,924 | 0 | 1,152,213 |
| Trading properties (+) | 4,621 | 0 | 0 | - | - | 4,621 |
| Development projects (-) | - | - | - | -25,924 | - | -25,924 |
| Marketable investment properties in fair value |
839,921 | 219,332 | 71,657 | 0 | 0 | 1,130,910 |
| Allowance for estimated purchasers' costs (+) |
29,119 | 6,024 | 2,083 | 0 | 0 | 37,226 |
| Investment value of investment properties available for lease |
869,040 | 225,356 | 73,740 | 0 | 0 | 1,168,136 |
| Annualised cash passing rental income (+) |
49,300 | 11,779 | 4,533 | 0 | 0 | 65,612 |
| Property charges1 (-) |
-664 | -4,186 | -46 | -140 | -119 | -5,514 |
| Annualised net rents | 48,636 | 7,593 | 4,487 | -140 | -119 | 60,458 |
| Notional rent expiration of rent free periods or other lease incentives (+) |
0 | 0 | 0 | 0 | 0 | 0 |
| Topped-up net annualised rent | 48,636 | 7,593 | 4,487 | -140 | -119 | 60,458 |
| EPRA NIY (in%) | 5.6 | 3.4 | 6.1 | 0.0 | - | 5.2 |
| EPRA "Topped-up" NIY (in%) | 5.6 | 3.4 | 6.1 | 0.0 | - | 5.2 |
| 30 June 2015 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Senior housing |
Apartments buildings |
Hotels and other |
Non allocated |
Intersegment items |
Total | |||
| Investment properties in fair value | 694,467 | 214,461 | 72,696 | 21,734 | 0 | 1,003,358 | ||
| Trading properties (+) | 1,805 | 0 | 0 | 0 | 0 | 1,805 | ||
| Development projects (-) | 0 | 0 | 0 | -21,734 | 0 | -21,734 | ||
| Marketable investment properties in fair value |
696,272 | 214,461 | 72,696 | 0 | 0 | 983,429 | ||
| Allowance for estimated purchasers' costs (+) |
23,969 | 5,825 | 2,123 | 0 | 0 | 31,917 | ||
| Investment value of investment properties available for lease |
720,241 | 220,286 | 74,819 | 0 | 0 | 1,015,346 | ||
| Annualised cash passing rental income (+) |
41,038 | 11,866 | 4,538 | 0 | 0 | 57,442 | ||
| Property charges1 (-) |
-306 | -4,441 | -42 | -473 | -115 | -5,377 | ||
| Annualised net rents | 40,732 | 7,425 | 4,496 | -473 | -115 | 52,065 | ||
| Notional rent expiration of rent free periods or other lease incentives (+) |
0 | 0 | 0 | 0 | 0 | 0 | ||
| Topped-up net annualised rent | 40,732 | 7,425 | 4,496 | -473 | -115 | 52,065 | ||
| EPRA NIY (in%) | 5.7 | 3.4 | 6.0 | 0.0 | - | 5.1 | ||
| EPRA "Topped-up" NIY (in%) | 5.7 | 3.4 | 6.0 | 0.0 | - | 5.1 |
| 30 June 2016 | |||||||
|---|---|---|---|---|---|---|---|
| Gross rental income |
Net rental income |
Lettable space (in m²) |
Contractual rents3 |
Estimated rental value (ERV) on empty spaces |
Estimated rental value (ERV) |
EPRA Vacancy rate (in%) |
|
| Segment | |||||||
| Senior housing | 44,027 | 43,416 | 398,803 | 49,300 | 0 | 53,494 | 0 |
| Apartment buildings | 11,799 | 7,052 | 110,223 | 11,779 | 1,154 | 12,3694 | 9 |
| Hotels and other | 4,080 | 4,039 | 37,519 | 4,533 | 55 | 4,292 | 1 |
| Non-allocated | 0 | -141 | |||||
| Intersegment items | -119 | -119 | |||||
| Total marketable investment properties |
59,787 | 54,247 | 546,545 | 65,612 | 1,209 | 70,155 | 2 |
| Reconciliation to income statement |
|||||||
| Properties sold during the 2015/2016 financial year |
0 | 0 | |||||
| Properties held for sale | 0 | 0 | |||||
| Other Ajustments | 0 | 0 | |||||
| Total marketable investment properties |
59,7871 | 54,2472 |
| 30 June 2015 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Gross rental income |
Net rental income |
Lettable space (in m²) |
Contractual rents3 |
Estimated rental value (ERV) on empty spaces |
Estimated rental value (ERV) |
EPRA Vacancy rate (in%) |
||
| Segment | ||||||||
| Senior housing | 34,081 | 33,828 | 340,400 | 41,038 | 0 | 45,803 | 0 | |
| Apartment buildings | 11,900 | 6,959 | 101,626 | 11,866 | 1,118 | 12,3564 | 9 | |
| Hotels and other | 3,986 | 3,949 | 37,377 | 4,538 | 32 | 4,264 | 1 | |
| Non-allocated | 0 | -473 | ||||||
| Intersegment items | -114 | -115 | ||||||
| Total marketable investment properties |
49,853 | 44,148 | 479,403 | 57,442 | 1,150 | 62,423 | 2 | |
| Reconciliation to income statement |
||||||||
| Properties sold during the 2014/2015 financial year |
0 | 0 | ||||||
| Properties held for sale | 0 | 0 | ||||||
| Other Ajustments | 0 | 0 | ||||||
| Total marketable investment properties |
49,8531 | 44,1482 |
of the consolidated IFRS accounts.
The total "net rental income" defined in EPRA Best Practices, reconciled with the consolidated IFRS income statement, corresponds to the "property operating result" of the consolidated IFRS accounts.
The current rent at the closing date plus future rent on leases signed as at 30 June 2015 or 30 June 2016.
This ERV does not take into account a furnished occupancy.
| 30 June 2016 | 30 June 2015 | ||||||
|---|---|---|---|---|---|---|---|
| Net rental income on a like-for like basis |
Acqui sitions |
Disposals | Transfers due to completion |
Net rental income1 |
Net rental income on a like-for like basis |
Like-for-like net rental income |
|
| Segment | |||||||
| Senior housing | 28,623 | 12,513 | 17 | 2,263 | 43,416 | 28,291 | 1% |
| Apartment buildings | 7,052 | 0 | 0 | 0 | 7,052 | 6,959 | 1% |
| Hotels and other | 4,039 | 0 | 0 | 0 | 4,039 | 3,949 | 2% |
| Non-allocated | -141 | 0 | 0 | 0 | -141 | -473 | - |
| Intersegment items | -119 | 0 | 0 | 0 | -119 | -115 | - |
| Total marketable investment properties |
39,454 | 12,513 | 17 | 2,263 | 54,247 | 38,611 | 2% |
| Reconciliation to income statement |
|||||||
| Properties sold during the financial year |
0 | 0 | |||||
| Properties held for sale | 0 | 0 | |||||
| Other Ajustments | 0 | 0 | |||||
| Total marketable investment properties |
54,247 | 38,611 |
Marketable investment properties owend throughout the 2 financial years.
The total "net rental income" defined in EPRA Best Practices, reconciled with the consolidated IFRS income statement, corresponds to the "property operating result" of the consolidated IFRS accounts.
EPRA
| 30 June 2016 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Fair value | Changes in fair value |
EPRA NIY (in%) |
Reversion rate (in%) |
|||||
| Segment | ||||||||
| Senior housing | 839,921 | 17,589 | 5.6 | 8 | ||||
| Apartment buildings | 219,332 | 338 | 6.5 | -51 | ||||
| Hotels and other | 71,657 | -1,062 | 6.1 | -7 | ||||
| Total marketable investment properties | 1,130,910 | 16,865 | 5.2 | 5 | ||||
| Reconciliation to the consolidated IFRS balance sheet |
||||||||
| Development projects | 25,924 | -6,090 | ||||||
| Total marketable investment properties | 1,156,834 | 10,775 |
| 30 June 2015 | |||||||
|---|---|---|---|---|---|---|---|
| Fair value | Changes in fair value |
EPRA NIY (in%) |
Reversion rate (in%) |
||||
| Segment | |||||||
| Senior housing | 696,272 | 13,343 | 5.7 | 10 | |||
| Apartment buildings | 214,461 | 1,061 | 6.6 | -51 | |||
| Hotels and other | 72,696 | 125 | 6.0 | -7 | |||
| Total marketable investment properties | 983,429 | 14,529 | 5.1 | 6 | |||
| Reconciliation to the consolidated IFRS balance sheet |
Development projects 21,734 4,730 Total marketable investment properties 1,005,163 19,259
| 30 June 2016 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Current rent of leases expiring (x €1,000) | ||||||||
| Average remaining maturity1 (in years) |
Not later than one year |
Later than one year and not later than two years |
Later than two years and not later than five years |
Later than five years |
||||
| Segment | ||||||||
| Senior housing | 23 | 0 | 0 | 0 | 49.366 | |||
| Apartment buildings | 4 | 8,669 | 2,714 | 0 | 594 | |||
| Hotels and other | 27 | 62 | 130 | 8 | 4,070 | |||
| Total marketable investment properties | 20 | 8,731 | 2,844 | 8 | 54,030 |
| 30 June 2016 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Cost to date | Costs to completion |
Future interest to be capitalised |
Forecast total cost |
Forecast completion date |
Lettable space (in m²) |
% Pre-let | ERV on completion |
|||
| Total | 24 | 226 | 1 | 252 | 2018/2019 | ± 120,000 | 99 | 15 | ||
| 30 June 2015 | ||||||||||
| Cost to date | Costs to completion |
Future interest to be capitalised |
Forecast total cost |
Forecast completion date |
Lettable space (in m²) |
% Pre-let | ERV on completion |
|||
| Total | 21 | 118 | 2 | 138 | 2018/2019 | ± 67,000 | 95 | 8 |
The breakdown for these projects is provided in section 4.2. of the property report.
| 30 June 2016 | 30 June 2015 | |
|---|---|---|
| Administrative/operating expense line per IFRS statement | -12,208 | -10,881 |
| Rental-related charges | -35 | -50 |
| Recovery of property charges | 25 | 32 |
| Rental charges and taxes normally paid by tenants on let properties | -1,454 | -1,563 |
| Technical costs | -1,119 | -1,071 |
| Commercial costs | -584 | -492 |
| Charges and taxes on unlet properties | -119 | -131 |
| Property management costs | -1,037 | -892 |
| Other property charges | -1,252 | -1,588 |
| Overheads | -6,694 | -5,355 |
| Other operating income and charges | 61 | 229 |
| EPRA Costs (including direct vacancy costs) (A) | -12,208 | -10,881 |
| Charges and taxes on unlet properties | 119 | 131 |
| EPRA Costs (excluding direct vacancy costs) (B) | -12,089 | -10,750 |
| Gross Rental Income (C) | 59,822 | 49,903 |
| EPRA Cost Ratio (including direct vacancy costs) (A/C) | 20% | 22% |
| EPRA Cost Ratio (excluding direct vacancy costs) (B/C) | 20% | 22% |
| Overhead and operating expenses capitalised (including share of joint ventures) | 28 | 20 |
Aedifica capitalises project management costs.
AVERAGE GROSS YIELD IN TERMS OF FAIR VALUE
PART OF THE PORTFOLIO IN GERMANY AND IN THE NETHERLANDS
AVERAGE REMAINING LEASE MATURITY OF CURRENT CONTRACTS
FAIR VALUE OF INVESTMENT PROPERTIES
RÉSIDENCE DE GERLACHE BELGIUM – APARTMENT BUILDINGS
| Total invest ment |
Pur chasing costs |
Net purchase price |
Finan cing 80% |
Required personal contribu tion |
||
|---|---|---|---|---|---|---|
| Existing | Minimum | 200,000 | 20,000 180,000 144,000 | 56,000 | ||
| Maximum 250,000 | 25,000 225,000 180,000 | 70,000 | ||||
| New construction |
Minimum | 200,000 | 35,000 165,000 132,000 | 68,000 | ||
| Maximum 250,000 | 44,000 206,000 165,000 | 85,000 |
All data presented in sections 1.1 and 1.3.1 of this chapter is based on information publicly available through the Belgian Ministry of Economy as of 31 March 2016.
Turnover on the secondary residential market saw an increase at the end of 2014, mainly in Flanders, due to changes announced in relation to mortgage interest tax relief schemes. The stricter credit policies imposed by financial institutions as a result of Basel III directives, however, have an increasing impact on market activity. This trend is expected to continue in 2016.
Moreover, the base rates for mortgage loans decreased over the course of 2014 (from 3.7% in the first half to 2.7% by the end of the year) and fell further in the first quarter of 2015 to 2.5% by April. At the beginning of 2016, the base rates further decreased to 2%. At the same time, inflation was flat at 0% in 2014 but climbed steadily to reach approx. 2.5% by March 2016. This implies that the real interest rate (the difference between the base rate and rate of inflation), decreased to -0.5% in 2016. There is a risk that a negative real interest rate will lead to excessive prices. In line with the adage that real estate offers protection against inflation, investors are being seduced by the notion that the value derived from their property will be greater than their cost of capital.
Therefore, two opposing undercurrents exist concerning private buyers (owner-occupiers); stricter credit policies require more initial capital and thus hinder investment in housing, whereas low – or even negative – interest rates encourage purchase. For investment buyers (landlords), real estate investments are very attractive under current conditions, given direct comparisons between real estate returns and yields on alternative investments.
In practice, we observe a convergence toward a total budget of between €200,000 and €250,000 for both first-time buyers and investors in residential real estate. In Flanders, this results in a net purchase price between €180,000 and €225,000 for existing properties (including renovations), and between €165,000 and €206,000 for new constructions. If financing covers 80 % of the purchase price, the initial capital required personal resources amounts to between €56,000 and €85,000 on average. The result is about the same in Brussels and Wallonia, taking into account the higher tax reductions in Brussels and the more common reduced tariffs in Wallonia (see table on the left).
The figures presented in the above table show the ceilings (maximum amount feasible) for young families, relying on their own savings and parental support.
As for the number of housing starts and approved development permits: after a strong 2014, 2015 was, frankly, rather weak. Compared to 2014, preliminary figures indicate a decline in the number of single-family homes and apartment starts in the magnitude of 17 % (approx. 17,200 units) and almost 25 % (23,170 units), respectively. As for the number of development per mits, approximately 19,230 (-14 %) were issued for sin gle-family homes and 27,170 (-17 %) for apartments.
Demand for rented dwellings has experienced a signif icant increase as more and more higher-income house holds are staying in the rental market for longer periods of time. Prices continue to show an upward trend: in 2014, we observed an increase of 0.7 % for single-family dwell ings, 1.1 % for apartments and 1.9 % for vacant lands. Preliminary figures for 2015 and 2016 point to a similar trend. Price increases seem to be mainly concentrated in the segment up to €250,000, whereas formation of prices above €500,000 is more difficult.
Between 1983 and 2014, prices for private dwellings have multiplied by 6.46 times. This represents an average yearly increase of 6.2%, compared to average inflation of 2.15%. The most important factors reflected during the period 1983-2015 include, on one hand, the increase in the consumer price index (+95.23%) and in purchasing power (inflation excluded) of households (+59.31%), and on the other hand, increased in the borrowing capacities as a result of lower interest rates (+112.26%) and longer mortgage terms (+6.64%). The result obtained by mul tiplying these four factors (1.9523 x 1.5931 x 2.1226 x 1.0664) shows that the baseline index of 100 (established in 1983) has increased to 704 by 2015. Thus, prices for private dwellings showed a 6% growth rate for 2015. Over a period of 101 years (1913-2014), prices for single-family dwellings have been multiplied by a factor of 791, which represents an annual increase of 6.83%, compared to average inflation of 5.54% over the same period.
The market for furnished apartments in Belgium is char acterised by the dispersion of operators and by a very diverse offering (ranging from the simple activity of renting out furnished apartments to providing furnished apart ment rentals with additional services, and from very short term (daily) rental contracts to the more common monthly rental contracts, etc.). Moreover, this market is character ised by its lack of transparency. To the best of our knowl edge, no independent market study has been carried out on this segment to date.
The business of furnished apartment rentals must not be confused with the hotel industry. The main activity is indeed the renting out of apartments, which include all necessary furnishings such that tenants can immediately move in without having to worry about the interior design. However, the additional services provided are rather lim ited, usually consisting of a weekly cleaning service only.
Taking into account short-term rental contracts and the target clientele (expatriates), this rental activity is more sensitive to economic cycles. The current economic con text and market conditions lead to increased volatility in occupancy rates and prices.
In Flanders, the activity of renting furnished apartments is currently subject to a specific regulation, the Decree of 10 July 2008 on Touristic Housing, as amended. How ever, the aforementioned Decree of 10 July 2008 will be replaced by the Decree of 5 February 2016 on Touristic Housing (published in the Belgian State Gazette dated 8 March 2016), which will be implemented by the Flemish Government at a date to be determined (probably early 2017). In the Brussels-Capital Region, an Ordinance was also adopted under which the activity of furnished apart ment rentals, and their service providers, are in certain cases henceforth regulated by the Regulatory Framework for Touristic Housing (Ordinance of 8 May 2014 on Tour istic Housing, which was implemented on 24 April 2016).
The total number of rest home beds in Belgium increased by 3,629 in units between 29 May 2015 and 22 June 2016 to reach a capacity of 140,888 units. However, according to several studies, this increase remains below the real annual incremental need, given the growth forecast for the popu lation segment aged 65+, which is expected to rise from 17 % of the population in 2013 to 22 % by 2030. However, within this segment, the portion of seniors who are auton omous is growing, whereas the number of dependant persons is increasing less sharply. According to a Dutch study (CBS), life expectancies increased between 1980 and 2010, from 72.5 to 79 years for men and from 79 to 83 years for women. The number of years during which elderly peo ple suffer from health problems has remained stable since 1990 for men (approx. 15 years) and since 1998 for women (approx. 20 years). Moreover, domestic technologies and homecare play an increasingly important role. The average duration of stay remains relatively stable. Over the last 5 years, the number of beds has increased by 9,900 units. Private not-for-profit organisations operate the lion's share of these units, representing 50 % of the market. It is nota ble as well that the number of rest home beds showed a consistent decrease between 1997 (93,056 beds) and 2012 (62,545 beds). Since 2012 however, it has risen to 68,761 units.
As a long-term investment, health care real estate is attract ing more and more interest. The investment market has rap idly extended toward insurers and pension funds for whom (very) long-term and indexed contracts present attractive features. This also corresponds to operators' desire to pursue a long-term strategy. Financial ratios, such as the debt
POPULATION AGEING AND INCREASING LIFE EXPECTANCIES ESPECIALLY HAVE AN EFFECT ON THE GERMAN MARKET. GERMANY HAS APPROXIMATELY 81 MILLION INHABITANTS, OF WHICH APPROXIMATELY 17 MILLION ARE OVER 65 (21%) AND AN ESTIMATED 9 MILLION ARE MORE THAN 75 YEARS OF AGE (11%).
to turnover, are of greater concern to operators than to real estate investors. For investors, a debt that is eight times the turnover (rental income) is easily acceptable, whereas, for operators, debt generally amounts to only one quarter of the turnover. The separation between operational activities and real estate, which is also found in the hotel segment, is therefore a logical consequence. However, these two aspects remain linked, with profits split between the two parties: they are thus dependent on one another. For the operator, the building represents a "real estate machine" that cannot be defective at any time. Like in the hotel segment, triple net contracts are logically established in the healthcare sector as well. It is essential for operators that the quality of the asset is maintained and that they can intervene quickly if action is needed. This type of contract might be misleading for investors who think they are fully relieved of all matters relating to building management given the long-term contracts in place with the operators. Operational sustainability and technical requirements of the building, as well as compliance with constantly changing regional regulations, are the Achilles heel of relations between investors and operators. What value will remain if a building is not up to code? If the establishment were located in collective community services zone ("blue zone"), what alternative use would be possible? If operations become insufficiently profitable due to a reduction in state/public subsidies, change in regulation, or excessive rent, a downward rent revision may be required if the operations are to continue. It is crucial for the investor to monitor all changes and trends of either technical or regulatory nature, as well as those affecting operations.
Various authorities are taking initiatives to limit the ability to offer individual rooms in a rest home for sale as investment properties. Co-ownership in the health care sector, while permitted in the apartment sector has, fortunately, reached an impasse. Furthermore, it will be impossible in the longterm to impose significant investments on co-owners at the same time, except for justified social reasons. It is the hope that this legislation will be adopted in the different Regions of Belgium, and extended to other types of operational properties. How would it be possible to maintain, under co-ownership, the quality requirements of a hotel, a student residence or even a house transformed into an apartment building?
Given the increasing trend toward professionalisation among rest home operators, the attractiveness to investors, and reduced interest rates, gross rental yields are decreasing. Certain transactions (based on long-term triple net contracts) are already being established at rental yields lower than 5%. In this context, the need for quality and versatility and overall sustainability of the investment is even more important: with current yields, there is no room for error. Attempts are being made to capitalise on the experience accumulated in the senior care segment by combining or expanding residences to serve other types of dependent persons, such as youth with disabilities. Ancillary services such as welcoming, catering, etc. could also be combined which could serve to improve the complementarity and flexibility of real estate assets. In some cases, independent operators are not profitable due to their small size but, as targets for acquisition, offer new possibilities to pursue these types of projects, including projects at the local level.
Population ageing and increasing life expectancies have a significant effect on the German market. According to the most current data as of the end of 2014 Germany has approximately 81 million inhabitants, of which approximately 17 million are over 65 (21%) and an estimated 9 million are more than 75 years of age (11%). Population ageing will be further amplified by the generation of baby boomers who will reach age 60 in approximately ten years. Consequently, the need for senior housing will increase over the next decades.
When looking at the population by age cohorts, it is noted that approximately 0.6% of people below 60 years of age need long-term care. This percentage increases to 5% for those between 60 and 80 and reaches 33% after the age of 80. The total rest home capacity in Germany should be expanded, given the number of persons in need of care. It is expected that this number will rise from approximately 2.5 million today to approximately 3.2 million by 2030.
Currently, there are approximately 900,000 beds in more than 13,000 rest homes in Germany. These are operated by not-for-profit operators (approximately 54.2%), private operators (approximately 41.1%) and public operators (approximately 4.7%), in a very fragmented market. It is estimated that the market share of the five biggest operators is approx. 10%.
According to some market studies, the capacity of rest homes should increase by approximately 380,000 units by 2030. Thus, the ageing population offers significant growth potential and consolidation opportunities in the collective senior housing sector in Germany.
The trend towards a bullish market for suitable nursing home investments has continued in 2016. This is evident
SENIOR HOUSING
KÄTHE-BERNHARDT-HAUS GERMANY – SENIOR HOUSING
not only in the increasing demand from investors already active in the market but also in the increasing numbers of international investors entering the market, having discovered this type of property as an asset class that is secured by demographic trends.
The transaction volume for nursing homes was at approximately €834 million in 2015, of which roughly 63% have been portfolio transactions. It is notable that approximately €386 million of the total transaction volume came from foreign investors (46%). It can be assumed that this volume will also be equalled in 2016, not least because of the increasing multipliers, which ever more frequently exceed 16.6-times of the rental income.
As well as the new international investors, many local investors are entering the market in order to separate properties into individual sheltered apartments, which are then offered to private investors. In doing so, they generate significant capital gains which leads to reduced rental yields. New buildings are particularly sought after by this type of investor.
As a consequence, institutional investors (special funds and closed-end funds) are forced to reconsider their acquisition criteria, which tend to be relatively inflexible.
At the end of 2015 the net initial yield for prime properties dropped to 6.00% which is 25 basis points below the figure of 2014. A trend toward steadily increasing demand for many types of property is now evident.
The Netherlands currently has a population of approx. 17 million inhabitants. The Central Bureau of Statistics predicts a slight growth in the population, to reach 17.8 million inhabitants by 2040. Population growth beyond 2040 remains uncertain.
However, it is certain that the number of elderly will increase sharply over this period, from 3 million to 4.7 million persons over 65 years old in 2040 (i.e. 26% of the population), and from 0.7 million to 2 million persons over 80 years in 2040 (i.e. 11% of the population). About 20% of this group needs care, and over 5% requires on-going assistance (as provided in traditional care facilities). This latter group often includes individuals suffering from dementia. According to Alzheimer Nederland, the number will more than double by 2040. Consequently, senior care constitutes a significant growth area in The Netherlands.
An increasing portion of these people do not choose for traditional care facilities, but prefer to obtain in-home care or care in private residential care facilities (such as the
care residences offered by Domus Magnus). This is due to a number of factors:
Dutch private care providers anticipate these trends: there are already more than 150 private residential care facilities in the country and it is foreseen that this number will increase to over 300 by 2025.
According to these trends, it appears that an increasing group of seniors seek - and are able to pay for - higher quality services.
On average, a private residential care facility contains 18 units. The limited number of units is what strengthens and distinguishes them from traditional care facilities and assisted-living apartment facilities, which comprise 60 to 200 residents.
More than half of the country's private residential care facilities are still operated independently. Expectations are thus that an increasing number of operators will manage several locations.
Compared to 2014, the Belgian hotel market managed to close 2015 with a slight increase in the occupancy rate (±73.8 %) as compared to 2014. Thus, the positive trend of prior years continued in 2015; it would have been even better, however, were it not for the sharp decline in occupancy (> -10 %) during the months of November and December. After a slight recovery at the beginning of the year, the attacks in Brussels and Zaventem caused a sharp downturn in occupancy rates and RevPar (Revenue per Available Room). In comparison with the same period (January-May) of last year, the average decrease of RevPar amounts to more than 10 %. In the month of May alone, the decline amounted to almost 20 %.
Preliminary figures provided by Toerisme Vlaanderen (Tourism Flanders) for 2015 show a similar pattern, pointing to an increase in the number of overnight stays up to October, followed by a decrease of approx. 10 % in November and December. Regional figures are not yet available for the first months of 2016, but early indications suggest that both Brussels and the Flemish art cities continue to suffer from this negative trend.
The expansion of hotel accommodation continues given the opening of new or renovated hotels in De Haan (Ibis, 65 rooms), Brussels (Hilton Garden Inn, 83 rooms), Woluwe (Tangla Hotel, 187 rooms) and Leuven (Tafelrond, 44 rooms). In Bruges, Group GL obtained permission to construct a 111-room Ibis Budget Hotel near the train station.
In terms of investments in the hotel sector, 2015 was a record year with an investment volume of more than €210 million. Several investments have already been carried out in 2016, which saw changes in ownership of Martin's Relais Hotel in Bruges, Cour Saint Georges hotel in Gent and the Steigenberger Wiltcher's hotel in Brussels. The latter forms part of a larger building complex that was sold by AG Real Estate to AXA Investment Managers for an amount of ±€120 million.
Strong demand for hotel real estate is not only limited to Belgium but also extends across the EMEA region, thanks to the continued growth of global tourism and the overall economic situation. Unexpected external events, like attacks, impact occupancy rates and RevPar at the local level in the short term, but investments in this real estate segment are also supported by very low interest rates and investors' search for higher returns.
on 4 July 2016 by de Crombrugghe & Partners SA, and reproduced with permission. Translation by Aedifica.
| (x1,000 €) | 30 June 2016 | 31 March 2016 | 31 Dec. 2015 | 30 Sept. 2015 | 30 June 2015 |
|---|---|---|---|---|---|
| Investment properties in fair value | |||||
| Senior housing2 | 839,921 | 818,393 | 755,039 | 729,674 | 696,272 |
| Apartment buildings | 219,332 | 218,369 | 217,005 | 215,884 | 214,461 |
| Hotels and other | 71,657 | 72,413 | 72,112 | 72,822 | 72,696 |
| Total of marketable investment properties in fair value |
1,130,910 | 1,109,174 | 1,044,156 | 1,018,380 | 983,429 |
| Development projects | 25,924 | 23,422 | 20,523 | 17,313 | 21,734 |
| Total of investments properties in fair value |
1,156,834 | 1,132,596 | 1,064,679 | 1,035,693 | 1,005,163 |
| Contractual rents1 | 65,612 | 64,440 | 60,775 | 59,490 | 57,442 |
| Contractual rents + ERV on empty spaces | 66,821 | 65,483 | 61,731 | 60,512 | 58,592 |
| Valeur locative estimée (ERV)1 | 70,154 | 68,731 | 65,643 | 64,049 | 62,423 |
| Occupancy rate1 of the investment properties (%) |
|||||
| Total Portfolio (excl. furnished apartments) | 98.1% | 98.3% | 98.3% | 98.2% | 97.9% |
| Furnished apartments | 78.6% | 79.3% | 81.0% | 81.4% | 78.3% |
See glossary.
Including assets classified as held for sale.
3.1 BREAKDOWN BY SEGMENT IN FAIR VALUE (%)
None of the buildings represents more than 3% of total consolidated assets.
Remaining lease maturity 20 years.
Overall occupancy rate for the year ended 30 June 2016 is 98%.
Furnished apartments Total portfolio (excluding furnished apartments)
Aedifica's investment properties are insured for a total value of €1,128 million (including furniture in the furnished apartments, and excluding lands), i.e. €810 million for senior housing, €242 million for apartment buildings and €76 million for hotels and other.
| Segment | Country | Group controlling the legal entities in contractual relation with Aedifica |
Tenants | Numbers of sites |
30 June 2016 |
30 June 2015 |
|---|---|---|---|---|---|---|
| Senior housing | 80 | 75% | 73% | |||
| Belgium | 61 | 59% | 58% | |||
| Armonea1 | 19 | 21% | 21% | |||
| Armonea SA | 8 | 10% | 11% | |||
| Restel Flats SPRL | 1 | 1% | 1% | |||
| LDC De Wimilingen ASBL | 1 | 0% | 0% | |||
| Happy Old People SPRL | 1 | 1% | 0% | |||
| Citadelle Mosane SPRL | 1 | 1% | 1% | |||
| Soprim@ SA | 4 | 4% | 5% | |||
| De Stichel ASBL | 1 | 1% | 1% | |||
| Huize Lieve Moenssens ASBL | 1 | 0% | 1% | |||
| Eyckenborgh ASBL | 1 | 2% | 2% | |||
| Senior Living Group2 | 18 | 14% | 15% | |||
| Ennea Rustoord ASBL | 1 | 0% | 0% | |||
| Residentie Kasteelhof SCS | 1 | 1% | 1% | |||
| Wielant-Futuro SCS | 1 | 1% | 1% | |||
| Home Residence du Plateau SPRL | 1 | 2% | 2% | |||
| Seniorie de Maretak SA | 1 | 1% | 1% | |||
| Senior Living Group SA | 7 | 6% | 6% | |||
| Résidence Au Bon Vieux Temps SA | 1 | 0% | 0% | |||
| Résidence Les Cheveux d'Argent SA | 1 | 0% | 0% | |||
| Helianthus ASBL | 1 | 1% | 0% | |||
| Rustoord 't Hoge ASBL | 1 | 1% | 1% | |||
| Vinkenbosch ASBL | 1 | 0% | 0% | |||
| Residentie Sporenpark SPRL | 1 | 2% | 2% | |||
| Orpea | 9 | 10% | 11% | |||
| Château Chenois Gestion SPRL | 3 | 3% | 3% | |||
| New Philip SA | 3 | 2% | 2% | |||
| Parc Palace SA | 1 | 2% | 2% | |||
| Progestimmob SA | 1 | 2% | 2% | |||
| Résidence du Golf SA | 1 | 1% | 1% |
| Segment | Country | Group controlling the legal entities in contractual relation with Aedifica |
Tenants | Number of sites |
30 June 2016 |
30 June 2015 |
|---|---|---|---|---|---|---|
| Senior housing | ||||||
| Belgium | Oase | 3 | 4% | 5% | ||
| Oase ASBL | 3 | 4% | 5% | |||
| Vulpia | 5 | 5% | 3% | |||
| Vulpia Vlaanderen ASBL | 4 | 5% | 2% | |||
| Résidence Alice aux Pays des Merveilles ASBL | 1 | 0% | 0% | |||
| Time for Quality | 1 | 1% | 1% | |||
| Service Flat Residenties ASBL | 1 | 1% | 1% | |||
| Other | 6 | 4% | 2% | |||
| Le Château de Tintagel SPRL | 1 | 0% | 0% | |||
| Résidence Bois de la Pierre SA | 1 | 1% | 1% | |||
| Buitenhof ASBL | 1 | 1% | 1% | |||
| Résidence de la Houssière SA Heydeveld Woon- en Zorgcentrum ASBL |
1 1 |
1% 1% |
0% 0% |
|||
| WZC Prinsenhof ASBL | 1 | 1% | 0% | |||
| Germany | 15 | 13% | 15% | |||
| Orpea | 5 | 5% | 5% | |||
| Senioren Wohnpark Weser GmbH | 3 | 3% | 3% | |||
| Bonifatius Seniorendienstr GmbH³ | 1 | 1% | 1% | |||
| Seniorenresidenz Kierspe GmbH3 | 1 | 1% | 1% | |||
| AGO | 3 | 2% | 3% | |||
| AGO Herkenrath Betriebsgesellschaft für Sozialeinrichtungen mbH |
1 | 1% | 1% | |||
| AGO Dresden Betriebsgesellschaft für Sozialeinrichtungen mbH |
1 | 1% | 1% | |||
| AGO Weisseritz Betriebsgesellschaft für Sozialeinrichtungen mbH |
1 | 1% | 1% | |||
| Residenz Management | 3 | 2% | 3% | |||
| Medeor Senioren-Residenzen GmbH4 | 1 | 1% | 1% | |||
| Katholische Hospitalgesellschaft Südwest- falen gGmbH Olpe4 |
2 | 1% | 2% | |||
| Alloheim | 1 | 1% | 1% | |||
| Senator Senioren- und Pflegeeinrichtungen GmbH |
1 | 1% | 1% | |||
| Volkssolidarität | 1 | 1% | 1% | |||
| Volkssolidarität Südthüringen e. V. | 1 | 1% | 1% | |||
| DRK Kreisverband Nordfriesland e. V. | 1 | 1% | 0% | |||
| DRK Pflegedienste Nordfriesland gGmbH | 1 | 1% | 0% | |||
| Other | Schloss Bensberg Management GmbH + | 1 1 |
1% 1% |
2% 2% |
||
| AachenMünchener Lebensversicherung AG | ||||||
| The Netherlands | 4 | 3% | 0% | |||
| Domus Magnus | 2 | 2% | 0% | |||
| Panta Rhei V BV | 1 | 1% | 0% | |||
| DM Benvenuta BV | 1 | 0% | 0% | |||
| Stepping Stones Home & Care | 1 | 1% | 0% | |||
| Poort van Sachsen Weimar BV | 1 | 1% | 0% | |||
| Martha Flora | 1 | 0% | 0% | |||
| Martha Flora Lochem BV | 1 | 0% | 0% | |||
| Hotels and other | 10 | 7% | 8% | |||
| Belgium | 10 | 7% | 8% | |||
| Martin's Hotels | 2 | 5% | 5% | |||
| Martin's Brugge SA | 1 | 3% | 3% | |||
| Martin's Hotel SA | 1 | 2% | 2% | |||
| Different Hotel Group | 4 | 2% | 2% | |||
| Different Hotels SA | 4 | 2% | 2% | |||
| Other | 4 | 0% | 0% | |||
| Other tenants | 75 | 18% | 19% | |||
| Belgium | 75 | 18% | 19% | |||
| TOTAL | 165 | 100% | 100% |
Sub-tenant of Senioren Wohnpark Weser GmbH.
Sub-tenant of Residenz Management GmbH.
Belgium 86% Germany 12% The Netherlands 2%
75 76
SITES IN THE NETHERLANDS
| Total surface (m²)¹ |
Number of residential units |
% Occupancy rate2 |
Contractual rents³ |
Contractual rents + ERV on empty spaces4 |
Estimated rental value (ERV)5 |
|
|---|---|---|---|---|---|---|
| Senior housing | ||||||
| 1 Château Chenois (B-1410 Waterloo) |
6,354 | 115 | 100.0% | 863,486 | 863,486 | 1,108,091 |
| 2 New Philip (B-1190 Brussels) |
3914 | 111 | 100.0% | 472,779 | 472,779 | 585,446 |
| 3 Jardins de Provence (B-1070 Brussels) |
2,280 | 72 | 100.0% | 388,102 | 388,102 | 410,003 |
| 4 Bel Air (B-1030 Brussels) |
5,350 | 161 | 100.0% | 705,641 | 705,641 | 826,023 |
| 5 Résidence Grange des Champs (B-1420 Braine-l'Alleud) |
3,396 | 75 | 100.0% | 417,532 | 417,532 | 485,342 |
| 6 Résidence Augustin (B-1190 Brussels) |
4,832 | 94 | 100.0% | 525,031 | 525,031 | 583,921 |
| 7 Ennea (B-9100 Sint-Niklaas) |
1,848 | 34 | 100.0% | 192,590 | 192,590 | 175,036 |
| 8 Kasteelhof (B-9200 Dendermonde) |
3,500 | 81 | 100.0% | 348,326 | 348,326 | 492,677 |
| 9 Wielant (B-8570 Ingooigem) |
4,834 | 104 | 100.0% | 534,971 | 534,971 | 691,993 |
| 10 Résidence Parc Palace (B-1180 Brussels) |
6,719 | 162 | 100.0% | 1,249,670 | 1,249,670 | 1,501,378 |
| 11 Résidence Service (B-1180 Brussels) |
8,716 | 175 | 100.0% | 1,285,375 | 1,285,375 | 1,085,157 |
| 12 Résidence du Golf (B-1070 Brussels) |
6,424 | 194 | 100.0% | 760,988 | 760,988 | 1,321,800 |
| 13 Résidence Boneput (B-3960 Bree) |
2,993 | 78 | 100.0% | 454,882 | 454,882 | 584,591 |
| 14 Résidence Aux Deux Parcs (B-1090 Brussels) |
1,618 | 53 | 100.0% | 262,784 | 262,784 | 308,472 |
| 15 Résidence L'Air du Temps (B-4032 Chênée) |
2,763 | 88 | 100.0% | 465,309 | 465,309 | 516,060 |
| 16 Au Bon Vieux Temps (B-1435 Mont-Saint-Guibert) |
1,268 | 43 | 100.0% | 230,505 | 230,505 | 182,675 |
| 17 Op Haanven (B-2431 Veerle-Laakdal) |
6,613 | 89 | 100.0% | 519,520 | 519,520 | 673,266 |
| 18 Résidence Exclusiv (B-1140 Brussels) |
4,253 | 104 | 100.0% | 710,614 | 710,614 | 670,039 |
| 19 Séniorie Mélopée (B-1080 Brussels) |
2,967 | 70 | 100.0% | 491,609 | 491,609 | 393,435 |
| 20 La Boule de Cristal (B-5564 Wanlin) |
1,290 | 41 | 100.0% | 91,750 | 91,750 | 163,676 |
| 21 Les Charmes en Famenne (B-5560 Houyet) |
3,165 | 96 | 100.0% | 293,983 | 293,983 | 347,471 |
| 22 Seniorerie La Pairelle (B-5100 Wépion) |
6,016 | 118 | 100.0% | 757,147 | 757,147 | 695,055 |
| 23 Gaerveld (résidence-services) (B-3500 Hasselt) |
1,504 | 20 | 100.0% | 169,412 | 169,412 | 168,978 |
| 24 Résidence du Plateau (B-1300 Wavre) |
8,069 | 143 | 100.0% | 1,259,568 | 1,259,568 | 1,224,876 |
The surface of apartment buildings has been adapted as of 31 December 2015 in order to be in line with the Code of Measuring Practice (6th edition) published by the Royal Institute of Chartered Surveyors (RICS), and is computed as follows: Gross External Area (GEA) + common areas + 50 % of terrace surface. It does not include parkings and other underground areas.
See glossary. As a reminder, the occupancy rate of the buildings with furnished apartments can not be compared to the occupancy rate calculated on the rest of the portfolio, as the methodology is different. We also note that the occupancy rate of the residential and mixed buildings includes units in renovation and hence temporarily not rentable.
The amounts related to the buildings with furnished apartments correspond to the annualised rental income excl. VAT.
For the buildings with furnished apartments, no estimated rented value (ERV) were added for vacancy.
See glossary.
Partially presented on the balance sheet among the assets classified as held for sale.
| Total surface (m²)¹ |
Number of residential units |
% Occupancy rate 2 |
Contractual rents³ |
Contractual rents + ERV on empty spaces 4 |
Estimated rental value (ERV) 5 |
|
|---|---|---|---|---|---|---|
| 25 Seniorie de Maretak (B-1500 Halle) |
5,684 | 122 | 100.0 % |
524,514 | 524,514 | 708,649 |
| 26 De Edelweis (B-3130 Begijnendijk) |
6,914 | 122 | 100.0 % |
754,616 | 754,616 | 880,700 |
| 27 Bois de la Pierre (B-1300 Wavre) |
2,272 | 65 | 100.0 % |
444,634 | 444,634 | 426,299 |
| 28 Buitenhof (B-2930 Brasschaat) |
4,386 | 80 | 100.0 % |
543,901 | 543,901 | 737,227 |
| 29 Klein Veldeken (B-1730 Asse) |
5,824 | 58 | 100.0 % |
622,391 | 622,391 | 676,586 |
| 30 Koning Albert I (B-1700 Dilbeek) |
7,775 | 110 | 100.0 % |
912,762 | 912,762 | 926,956 |
| 31 Eyckenborch (B-1755 Gooik) |
8,771 | 141 | 100.0 % |
1,087,788 | 1,087,788 | 871,339 |
| 32 Rietdijk (B-1800 Vilvoorde) |
2,155 | 59 | 100.0 % |
333,388 | 333,388 | 348,939 |
| 33 Marie-Louise (B-1780 Wemmel) |
1,959 | 0 | 100.0 % |
364,900 | 364,900 | 331,652 |
| 34 Gaerveld (rest home) (B-3500 Hasselt) |
6,994 | 115 | 100.0 % |
790,292 | 790,292 | 797,363 |
| 35 Larenshof (B-9270 Laarne) |
6,988 | 117 | 100.0 % |
1,007,106 | 1,007,106 | 961,002 |
| 36 Ter Venne (B-9830 Sint-Martens-Latem) |
6,634 | 102 | 100.0 % |
972,341 | 972,341 | 1,146,917 |
| 37 Pont d'Amour (B-5500 Dinant) |
8,984 | 150 | 100.0 % |
983,961 | 983,961 | 884,051 |
| 38 Résidence Les Cheveux d'Argent (B-4845 Sart-lez-Spa) |
4,177 | 80 | 100.0 % |
244,672 | 244,672 | 317,232 |
| 39 't Hoge (B-8500 Kortrijk) |
4,632 | 79 | 100.0 % |
438,927 | 438,927 | 562,768 |
| 40 Helianthus (B-9090 Melle) |
4,799 | 67 | 100.0 % |
454,000 | 454,000 | 455,188 |
| 41 Hestia (B-1780 Wemmel) |
12,682 | 222 | 100.0 % |
1,332,904 | 1,332,904 | 1,576,793 |
| 42 Plantijn (B-2950 Kapellen) |
5,958 | 110 | 100.0 % |
472,033 | 472,033 | 831,389 |
| 43 Salve (B-2930 Brasschaat) |
6,730 | 117 | 100.0 % |
1,001,361 | 1,001,361 | 903,629 |
| 44 SZ AGO Herkenrath (D-51429 Bergisch Gladbach) |
4,000 | 80 | 100.0 % |
575,000 | 575,000 | 613,273 |
| 45 SZ AGO Dresden (D-01159 Dresden) |
5,098 | 116 | 100.0 % |
583,233 | 583,233 | 670,950 |
| 46 De Stichel (B-1800 Vilvoorde) |
6,257 | 116 | 100.0 % |
655,843 | 655,843 | 692,300 |
| 47 Huize Lieve Moenssens (B-3650 Dilsen-Stokkem) |
4,301 | 68 | 100.0 % |
327,459 | 327,459 | 348,680 |
| 48 SZ AGO Kreischa (D-01731 Kreischa) |
3,670 | 84 | 100.0 % |
416,516 | 416,516 | 414,896 |
| 49 Bonn (D-53129 Bonn) |
5,927 | 130 | 100.0 % |
740,000 | 740,000 | 711,240 |
| 50 Goldene Au (D-96515 Sonneberg) |
4,141 | 83 | 100.0 % |
402,240 | 402,240 | 397,531 |
| 51 Oase Binkom (B-3211 Binkom) |
4,076 | 111 | 100.0 % |
744,160 | 744,160 | 727,180 |
| 52 Oase Tienen 6 (B-3300 Tienen) |
8,496 | 130 | 100.0 % |
971,451 | 971,451 | 901,865 |
| Total surface (m²)¹ |
Number of residential units |
% Occupancy rate2 |
Contractual rents³ |
Contractual rents + ERV on empty spaces4 |
Estimated rental value (ERV)5 |
|
|---|---|---|---|---|---|---|
| 53 Oase Aarschot Wissenstraat (B-3200 Aarschot) |
10,657 | 120 | 100.0% | 923,902 | 923,902 | 885,600 |
| 54 De Notelaar (B-2250 Olen) |
8,651 | 94 | 100.0% | 955,689 | 955,689 | 1,015,361 |
| 55 Overbeke (B-9230 Wetteren) |
6,917 | 113 | 100.0% | 788,857 | 788,857 | 828,390 |
| 56 Halmolen (B-2980 Halle-Zoersel) |
9,200 | 140 | 100.0% | 1,015,864 | 1,015,864 | 1,093,570 |
| 57 Seniorenresidenz Mathilde (D-32130 Enger) |
3,448 | 75 | 100.0% | 554,695 | 554,695 | 579,264 |
| 58 Die Rose im Kalletal (D-32689 Kalletal) |
4,027 | 96 | 100.0% | 664,910 | 664,910 | 685,892 |
| 59 Seniorenresidenz Klosterbauerschaft (D-32278 Kirchlengern) |
3,497 | 80 | 100.0% | 590,341 | 590,341 | 608,478 |
| 60 Senioreneinrichtung Haus Matthäus (D-57462 Olpe-Rüblinghausen) |
2,391 | 50 | 100.0% | 354,666 | 354,666 | 365,823 |
| 61 Bonifatius Seniorenzentrum (D-53359 Rheinbach) |
3,967 | 80 | 100.0% | 598,714 | 598,714 | 606,951 |
| 62 Senioreneinrichtung Haus Elisabeth (D-57482 Wenden-Rothemühle) |
3,380 | 80 | 100.0% | 567,466 | 567,466 | 577,980 |
| 63 Seniorenresidenz Am Stübchenbach (D-38667 Bad Harzburg) |
5,874 | 130 | 100.0% | 782,925 | 782,925 | 828,234 |
| 64 Seniorenresidenz Kierspe (D-58566 Kierspe) |
3,721 | 79 | 100.0% | 548,395 | 548,395 | 546,987 |
| 65 La Ferme Blanche (B-4350 Remicourt) |
1,697 | 61 | 100.0% | 203,989 | 203,989 | 562,027 |
| 66 Villa Temporis (B-3500 Hasselt) |
3,964 | 40 | 100.0% | 289,664 | 289,664 | 359,272 |
| 67 Service-Residenz Schloss Bensberg (D-51429 Bergisch Gladbach) |
8,215 | 87 | 100.0% | 929,240 | 929,240 | 1,157,696 |
| 68 Residentie Sporenpark (B-3582 Beringen) |
9,261 | 127 | 100.0% | 1,059,205 | 1,059,205 | 1,043,416 |
| 69 Résidence de la Houssière (B-7090 Braine-le-Comte) |
4,484 | 94 | 100.0% | 570,000 | 570,000 | 547,550 |
| 70 Senior Flandria (B-8310 Brugge) |
7,501 | 108 | 100.0% | 610,835 | 610,835 | 712,800 |
| 71 Vinkenbosch (B-3510 Hasselt) |
2,973 | 59 | 100.0% | 237,500 | 237,500 | 946,962 |
| 72 Heydeveld (B-1745 Opwijk) |
3,414 | 75 | 100.0% | 500,000 | 500,000 | 466,500 |
| 73 Prinsenhof (B-3582 Koersel) |
1,697 | 41 | 100.0% | 335,000 | 335,000 | 207,870 |
| 74 Käthe-Bernhardt-Haus (D-25813 Husum) |
4,088 | 80 | 100.0% | 498,240 | 498,240 | 490,560 |
| 75 Holland (NL-3743 HE Baarn) |
2,897 | 34 | 100.0% | 818,246 | 818,246 | 621,968 |
| 76 Benvenuta (NL-1217 BR Hilversum) |
924 | 10 | 100.0% | 212,138 | 212,138 | 165,396 |
| 77 Residentie Poortvelden6 (B-3200 Aarschot) |
7,071 | 84 | 100.0% | 701,300 | 701,300 | 674,035 |
| 78 Leopoldspark (B-3970 Leopoldsburg) |
10,614 | 150 | 100.0% | 1,170,750 | 1,170,750 | 1,204,340 |
| 79 Saksen Weimar (NL-6822 Arnhem) |
2,291 | 42 | 100.0% | 504,000 | 504,000 | 504,020 |
| 80 Martha Flora Lochem (NL-7241 Lochem) |
1,012 | 13 | 100.0% | 160,000 | 160,000 | 189,000 |
| Total senior housing in Belgium |
326,235 | 5,968 | 100.0% | 38,799,532 | 38,799,532 | 42,575,855 |
| Total senior housing in Germany |
65,444 | 1,130 | 100.0% | 8,806,582 | 8,806,582 | 9,255,755 |
| Total senior housing in Netherlands |
7,124 | 99 | 100.0% | 1,694,384 | 1,694,384 | 1,480,384 |
| Total of the segment "Senior housing" |
398,803 | 7,397 | 100.0% | 49,300,498 | 49,300,498 | 53,493,993 |
The surface of apartment buildings has been adapted as of 31 December 2015 in order to be in line with the Code of Measuring Practice (6th edition) published by the Royal Institute of Chartered Surveyors (RICS), and is computed as follows: Gross External Area (GEA) + common areas + 50 % of terrace surface. It does not include parkings and other underground areas.
See glossary. As reminder, the occupancy rate of the buildings with furnished apartments can not be compared to the occupancy rate calculated on the rest of the portfolio, as the methodology is different. We also note that the occupancy rate of the residential and mixed buildings includes units in renovation and hence temporarily not rentable. 3. The amounts related to the buildings with furnished apartments correspond to the annualised rental income excl. VAT.
For the buildings with furnished apartments, no estimated rented value (ERV) were added for vacancy.
See glossary. 6. Partially presented on the balance sheet among the assets classified as held for sale.
Partially presented on the balance sheet among the assets classified as held for sale.
This ERV is not comparable to the contractual rents because (for the buildings with furnished apartments) it does not take into account the fact that the apartments are furnished.
| Total surface (m²)¹ |
Number of residential units |
% Occupancy rate 2 |
Contractual rents³ |
Contractual rents + ERV on empty spaces 4 |
Estimated rental value (ERV) 5 |
|
|---|---|---|---|---|---|---|
| Apartment buildings | ||||||
| 1 Tervueren 13 A/B (B-1040 Brussels) |
4,626 | 3 | 84.2 % |
461,586 | 548,446 | 609,141 |
| 2 Sablon (B-1000 Brussels) |
5,546 | 30 | 83.0 % |
807,142 | 972,599 | 935,026 |
| 3 Complexe Laeken - Pont Neuf (B-1000 Brussels) |
7,130 | 42 | 83.1 % |
549,685 | 661,735 | 687,124 |
| 4 Le Bon 24-28 (B-1000 Brussels) |
2,159 | 15 | 99.3 % |
180,143 | 181,343 | 214,678 |
| 5 Lombard 32 (B-1000 Brussels) |
1,622 | 13 | 94.3 % |
209,483 | 222,083 | 181,067 |
| 6 Complexe Louise 331-333 (B-1050 Brussels) |
4,962 | 8 | 97.5 % |
660,516 | 677,166 | 674,567 |
| 7 Place du Samedi 6-10 (B-1000 Brussels) |
4,543 | 24 | 94.9 % |
308,227 | 324,667 | 311,361 |
| 8 Broqueville 8 (B-1150 Brussels) |
725 | 6 | 46.7 % |
33,024 | 70,735 | 70,419 |
| 9 Bataves 71 (B-1040 Brussels) |
653 | 3 | 41.1 % |
24,555 | 59,684 | 62,136 |
| 10 Tervueren 103 (B-1040 Brussels) |
1,202 | 6 | 100.0 % |
127,922 | 127,922 | 120,379 |
| 11 Louis Hap 128 (B-1040 Brussels) |
969 | 7 | 80.9 % |
58,864 | 72,729 | 79,528 |
| 12 Rue Haute (B-1000 Brussels) |
2,600 | 20 | 97.1 % |
244,567 | 251,767 | 294,787 |
| 13 Résidence Palace (B-1040 Brussels) |
6,077 | 57 | 67.6 % |
395,692 | 585,104 | 711,824 |
| 14 Churchill 157 (B-1180 Brussels) |
2,440 | 22 | 86.9 % |
233,070 | 268,340 | 272,368 |
| 15 Auderghem 237-239-241-266-272 (B-1040 Brussels) |
2,241 | 22 | 80.4 % |
161,848 | 201,324 | 221,978 |
| 16 Edison (B-5000 Namur) |
1,897 | 7 | 89.2 % |
110,892 | 124,284 | 138,089 |
| 17 Verlaine/Rimbaud/Baudelaire (B-5000 Namur) |
3,671 | 21 | 89.4 % |
241,711 | 270,331 | 271,490 |
| 18 Ionesco (B-5100 Jambes) |
1,148 | 10 | 78.2 % |
78,558 | 100,454 | 99,127 |
| 19 Musset (B-5000 Namur) |
659 | 6 | 98.0 % |
52,229 | 53,309 | 50,216 |
| 20 Giono & Hugo (B-5100 Jambes) |
1,718 | 15 | 94.0 % |
124,250 | 132,170 | 135,746 |
| 21 Antares (B-5100 Jambes) |
476 | 7 | 100.0 % |
41,167 | 41,167 | 39,698 |
| 22 Ring (B-2018 Antwerp) |
9,604 | 88 | 100.0 % |
720,467 | 720,467 | 860,115 |
| 23 Résidence Gauguin et Manet (B-6700 Arlon) |
3,496 | 35 | 90.7 % |
290,287 | 320,127 | 311,773 |
| 24 Résidence de Gerlache (B-1030 Brussels) |
7,406 | 75 | 74.4 % |
611,636 | 822,432 | 819,391 |
| 25 Ensemble Souveraine (B-1050 Brussels) |
13,740 | 116 | 71.5 % |
1,709,045 | 1,709,045 | 1,535,638 |
| 26 Louise 130 (B-1050 Brussels) |
944 | 9 | 91.5 % |
221,190 | 221,190 | 164,866 |
| 27 Louise 135 (+ 2 parkings Louise 137) (B-1050 Brussels) |
2,505 | 31 | 87.9 % |
539,606 | 539,606 | 346,802 |
| 28 Louise 270 (B-1050 Brussels) |
1,205 | 14 | 81.4 % |
223,253 | 223,253 | 149,978 |
| 29 Vallée 48 (B-1000 Brussels) |
653 | 6 | 93.8 % |
126,692 | 126,692 | 89,122 |
| 30 Livourne 16-18 (+ 24 parkings Livourne 7-11) (B-1000 Brussels) |
1,982 | 16 | 74.7 % |
309,223 | 309,223 | 266,715 |
| 31 Freesias (B-1030 Brussels) |
2,777 | 38 | 83.6 % |
448,073 | 448,073 | 361,552 |
| 32 Héliotropes (B-1030 Brussels) |
1,364 | 25 | 68.2 % |
190,732 | 190,732 | 175,289 7 |
| 33 Livourne 20-22 (B-1050 Brussels) |
1,407 | 12 | 89.3 % |
304,852 | 304,852 | 187,744 7 |
| 34 Livourne 14 (B-1050 Brussels) |
275 | 6 | 92.6 % |
53,401 | 53,401 | 34,371 7 |
| 35 Résidence Chamaris (B-1000 Brussels) |
2,328 | 23 | 87.9 % |
474,302 | 474,302 | 360,190 7 |
| 36 Stephanie's Corner (B-1060 Brussels) |
3,472 | 27 | 86.6 % |
451,235 | 521,150 | 524,580 |
| Total of the segment "Apartment buildings" |
110,223 | 865 | n.a. | 11,8779,124 | 12,931,901 | 12,368,870 |
| Total surface (m²)¹ |
Number of residential units |
% Occupancy rate2 |
Contractual rents³ |
Contractual rents + ERV on empty spaces4 |
Estimated rental value (ERV)5 |
|
|---|---|---|---|---|---|---|
| Hotels and other | ||||||
| 1 Hotel Martin's Brugge (B-8000 Brugge) |
11,369 | 0 | 100.0% | 1,655,567 | 1,655,567 | 1,226,980 |
| 2 Royale 35 (B-1000 Brussels) |
1,955 | 0 | 71.2% | 137,238 | 192,620 | 174,370 |
| 3 Martin's Klooster (B-3000 Leuven) |
6,935 | 0 | 100.0% | 1,304,937 | 1,304,937 | 1,141,080 |
| 4 Carbon (B-3600 Genk) |
5,715 | 0 | 100.0% | 475,122 | 475,122 | 565,268 |
| 5 Eburon (B-3700 Tongeren) |
4,016 | 0 | 100.0% | 347,151 | 347,151 | 462,878 |
| 6 Ecu (B-3600 Genk) |
1,960 | 0 | 100.0% | 181,824 | 181,824 | 232,231 |
| 7 Eurotel (B-3620 Lanaken) |
4,779 | 0 | 100.0% | 304,079 | 304,079 | 377,682 |
| 8 Villa Bois de la Pierre (B-1300 Wavre) |
320 | 4 | 100.0% | 31,038 | 31,038 | 40,080 |
| 9 Duysburgh (B-1090 Brussels) |
470 | 5 | 100.0% | 65,183 | 65,183 | 40,316 |
| 10 Résidence du Lac (B-1050 Brussels) |
0 | 0 | 100.0% | 30,700 | 30,700 | 30,700 |
| Total of the segment "Hotels and other" |
37,519 | 9 | 98.8% | 4,532,839 | 4,588,220 | 4,291,585 |
| Total marketable investment properties |
546,545 | 8,271 | n.a. | 65,612,461 | 66,820,619 | 70,154,448 |
The surface of apartment buildings has been adapted as of 31 December 2015 in order to be in line with the Code of Measuring Practice (6th edition) published by the Royal Institute of Chartered Surveyors (RICS), and is computed as follows: Gross External Area (GEA) + common areas + 50 % of terrace surface. It does not include parkings and other underground areas.
See glossary. As reminder, the occupancy rate of the buildings with furnished apartments can not be compared to the occupancy rate calculated on the rest of the portfolio, as the methodology is different. We also note that the occupancy rate of the residential and mixed buildings includes units in renovation and hence temporarily not rentable.
The amounts related to the buildings with furnished apartments correspond to the annualised rental income excl. VAT.
For the buildings with furnished apartments, no estimated rented value (ERV) were added for vacancy.
See glossary.
On balance sheet 26
| Project or renovation | Adresse | Esti mated inv. |
Inv. as of 30 June 2016 |
Future inv. |
Date of completion |
Comments |
|---|---|---|---|---|---|---|
| I. Projects in progress | ||||||
| 't Hoge | Kortrijk | 2 | 0 | 1 | 2016/2017 | Extension and renovation of a rest home |
| Molenenk | Deventer | 10 | 4 | 6 | 2016/2017 | Construction of a care residence |
| Villa Temporis | Hasselt | 10 | 2 | 8 | 2016/2017 | Construction of a rest home and renovation of an assisted-living building |
| Au Bon Vieux Temps | Mont-Saint Guibert |
10 | 9 | 2 | 2016/2017 | Construction of a rest home |
| Op Haanven | Veerle-Laakdal | 2 | 0 | 2 | 2016/2017 | Extension and renovation of a rest home |
| La Ferme Blanche | Remicourt | 6 | 1 | 5 | 2016/2017 | Extension and renovation of a rest home |
| Vinkenbosch I | Hasselt | 11 | 6 | 6 | 2016/2017 | Extension d'une maison de repos |
| Prinsenhof | Koersel | 4 | 0 | 4 | 2016/2017 | Extension and renovation of a rest home |
| Huize Lieve Moenssens | Dilsen-Stokkem | 7 | 0 | 7 | 2017/2018 | Extension and renovation of a rest home |
| Air du Temps | Chênée | 7 | 0 | 7 | 2017/2018 | Extension and renovation of a rest home |
| Résidence Cheveux d'Argent | Spa | 3 | 0 | 3 | 2017/2018 | Extension of a rest home |
| Aux Deux Parcs | Jette | 2 | 0 | 2 | 2018/2019 | Extension of a rest home |
| Vinkenbosch II | Hasselt | 1 | 0 | 1 | 2018/2019 | Renovation of a rest home |
| Plantijn | Kapellen | 9 | 1 | 8 | 2018/2019 | Extension and renovation of a rest home |
| II. Projects subject to outstanding conditions | ||||||
| Hotel Martin's Brugge | Brugge | 1 | 0 | 1 | 2016/2017 | Extension of the hotel |
| De Stichel | Vilvoorde | 4 | 0 | 3 | 2017/2018 | Extension of a rest home |
| Oase Binkom | Binkom | 2 | 0 | 2 | 2017/2018 | Extension of a rest home |
| III. Land reserves | ||||||
| Plot of land Bois de la Pierre |
Wavre | 2 | 2 | 0 | - | Land reserve |
| Platanes | Brussels | 0 | 0 | 0 | - | Land reserve |
| IV. Acquisitions subject to outstanding conditions | ||||||
| Walgaerde | Hilversum | 4 | 0 | 4 | 2016/2017 | Acquisition of a care residence |
| Glabbeek | Glabbeek | 10 | 0 | 10 | 2016/2017 | Construction of a new rest home |
| Jardins de la Mémoire | Brussels | 11 | 0 | 11 | 2016/2017 | Acquisition of a rest home |
| Foyer de Lork | Flanders | 97 | 0 | 97 | 2016/2017 | Acquisition of 7 rest homes |
| Oostende | Oostende | 11 | 0 | 11 | 2017/2018 | Acquisition of a rest home |
| Martha Flora Rotterdam | Rotterdam | 8 | 0 | 8 | 2017/2018 | Acquisition of a new rest home |
| Mechelen | Mechelen | 17 | 0 | 17 | 2018/2019 | Acquisition of a new rest home |
| Total | 252 | 24 | 228 | |||
| Changes in fair value | 1 | |||||
| Roundings | 1 |
Of these projects, 99% are pre-let. It is expected that the total investment budget as of 30 June 2016 (€252 million) will be paid in cash, with the exception of €4 million, which would be financed by the issue of new Aedifica shares in the context of the Jardins de la Mémoire project. €60 million need to be added to the total investment budget due to the acquisition of a portfolio of five rest homes in Germany on 31 August 2016 (see section 2.2.1 of the consolidated Board of Director's Report).
Operator: An entity of the Orpea group (30-year long lease).
Boulevard Lambermont 227 1030 Brussels
3960 Bree
1500 Halle
Operator: An entity of the group Senior Living group (27-year long lease).
Bruxellesesteenweg 322 -
Operator: An entity of the group Senior Living group (27-year long lease).
Zijp 20 1780 Wemmel
Operator: An entity of the Soprim@ group (27-year long lease).
Koningin Astridlaan 5 2950 Kapellen
Operator: An entity of the AGO group (25-year long lease).
Hinter Hoben 179 - 53129 Bonn - Germany
Year of construction / renovation: 1994
Operator: Heydeveld Woon- en Zorgcentrum ASBL (long lease).
Heerbaan 375 - 3582 Koersel
Year of construction / renovation: 2016
Operator: An entity of the Domus Magnus group (20-year long lease).
77 Residentie Poortvelden
PROPERTY REPORT
Avenue de Tervueren 13 A/B Avenue des Celtes 4-10 - 1040 Brussels
Year of construction / renovation: 1990 - 1995
102 — ANNUAL FINANCIAL REPORT 2015/2016
Description: The building comprises 20 apartments spread over 5 levels, and a ground-floor commercial space.
Chaussée d'Etterbeek 62 1040 Brussels
Description: The building comprises 22 apartments and an office space spread over 9 levels.
Avenue Sergent Vrithoff 123-129 5000 Namur
Description: This low-energy building comprises 75 residential apartments spread over 5 levels, 4 commercial spaces and a space for liberal professional.
Rue Souveraine 5, 21-35, 39-45 1050 Brussels
Description: The building comprises 27 apartments, 3 commercial spaces and a 27-space underground parking lot.
Oude Burg 5 8000 Brugge - Year of construction / renovation: 2005 - 2009
Description: The hotel comprises 51 rooms and has been transferred to the operator Different Hotel Group which manages the hotel (under a 27 year long lease).
Koning Albertlaan 269 3620 Lanaken
PROPERTY REPORT
The Company is structured as shown in the organisational chart below.
Each component of the organisational chart is described in the following paragraphs. The "Operations" component, to which approx. 30 people are assigned, represents most of the Company's staff.
The daily management of Aedifica's real estate portfolio in Belgium, Germany and The Netherlands is supervised by the COO.
The Valuation & Asset Management function was recently created in order to enhance the dialogue between the Company and the independent experts who value Aedifica's real estate in each of the countries it is located.
Aedifica's daily activities in Belgium mainly involve managing the Company's senior housing sites and its apartment buildings.
Regarding senior housing in Belgium, Aedifica has established long-term contracts (mainly in the form of long leases) with specialised and professional operators who in turn assume responsibility for building maintenance (triple net contracts). Thus, Aedifica is not responsible for the daily management of these buildings. However, it monitors overall quality via ad hoc visits (in particular as part of periodic portfolio evaluations and monitoring of extension and renovation projects in progress). Although rental contracts are triple net, the Company insists on improving existing sites as well as developing new projects in partnership with its tenants/operators. This practice allows the Company to maintain a portfolio of high-quality buildings that generate attractive net yields over the long term. This kind of partnership includes all aspects of the development of real estate projects, whether they are of technical, legal, organisational or other nature. Such projects are presented in the table "projects and renovations in progress".
Management of the relations with operators, as well as the projects and renovations in progress, is entrusted to the recently established Asset Management Senior Housing team.
For commercial management of its apartment buildings, Aedifica employs a Sales and Marketing Manager who secures rentals through direct contact with tenants and real estate agents. He is assisted by an internal commercial team.
Technical management of Aedifica's apartment buildings ("technical property management") includes the diligent management of the buildings' common areas, implementation and follow-up of maintenance and technical control contracts, management of insurance claims, and assistance to tenants at the time of arrival and departure. Technical management is carried out by both Aedifica's own property management team and by external service providers who are continuously monitored by aforementioned team. It ensures that the required duties are performed and quality standards maintained.
Administrative and accounting management ("administrative property management") includes managing calls for rent payments and indexations, provisions for expesnses, quarterly closing of common area expenses, tax recoveries, budgeting for common area expenses, and tracking tenant payments. Administrative management is also carried out by both Aedifica's own team and by external service providers, under the supervision of Aedifica's Property Accounting Manager and his team.
External property managers are selected based on a competitive bidding process and their reputation in the Belgian market. Contracts generally cover a period of 1 year and include the possibility for renewal. In terms of risk management, Aedifica has divided its portfolio across several external property managers, depending, primarily based on their specialities and their geographic location. These intermediaries are assigned with either the full responsibility for day-to-day building manage ment on both technical and administrative levels or for with day-to-day technical management only, in cases where Aedifica performs administrative and accounting management internally. Aedifica monitors external service providers through periodic reporting and by conducting spot checks. The remuneration of external managers is proportional to the rental incomes generated. Overall, remuneration of external service providers amounted to €0.2 million (VAT included) during the 2015/2016 finan cial year, or 2% of the net rental income for the buildings concerned. Over the past few years, Aedifica gradually internalised most tasks that were previously outsourced. The only external building manager currently engaged by Aedifica in Belgium for fully owned buildings, is the fol lowing:
Rue des Fabriques 1 6747 Saint-Leger For la Résidence Gauguin et Manet.
Management of buildings in co-ownership is assigned to external building managers as chosen during the General Meeting of the co-owners.
Hotels follow the management principles applicable for senior housing, whereas other buildings follow the man agement principles applicable for apartment buildings.
The buildings located in Germany follow the same man agement principles as those described above for sen ior housing in Belgium. The contracts in place with the operators are also irrevocable long-term leases, but are of a double net structure (vs. triple net structure in Bel gium). This means that the repair and maintenance of the roof, structure and facades of the buildings remains the responsibility of the owner.
Aedifica has held a German subsidiary since 1 January 2015: Aedifica Asset Management GmbH advises and supports Aedifica and its other subsidiaries on the growth and management of their real estate portfolio in Germany.
The buildings located in The Netherlands follow the same management principles as those described above for sen ior housing in Belgium. The contracts in place with the operators are also irrevocable long-term leases of a triple net structure (as in Belgium).
As from early 2016, Aedifica has a Dutch subsidiary (Aedifica Nederland BV) who holds its real estate portfolio on its balance sheet. It benefits from the know-how of its local experts and its parent company. Aedifica plans on establishing a local management team when it is justified by the scale of its Dutch portfolio.
Aedifica assigns the "investment" aspects of its opera tional activities to the Company's Investment Officer and his team, which provides the primary point of contact for new investment opportunities in Belgium and abroad. The Investment Manager filters the cases and under takes preliminary studies before presenting them to the Management Committee and, if accepted, to the Invest ment Committee and Board of Directors. The Investment Manager also organises various aspects of the due dili gence audits in close cooperation with other members of the Company's internal team and by engaging external specialists, depending on the need and characteristics of individual cases. The position of "International M&A Officer" was recently created in order to support the Group's international expansion.
The Investment Officer and the International M&A Officer are supervised by the CEO.
Aedifica assigns the "Legal" aspects of its opera tional activities to a team led by the CLO, whose mis sion includes the day-to-day management of the legal affairs of the Company and its subsidiaries ("corporate housekeeping") as well as assistance in other aspects of operational activities ("legal support"). Its mission mainly involves conducting legal due diligence audits, carried out with assistance of external specialists depending on the cases' individual characteristics, drafting conventions and, occasionally, dispute management. Insurance cov erage is also centralised here. The CLO is also charged with the functions of Compliance Officer and Secre tary-General of the Board of Directors.
The "Finance" aspects of Aedifica's operational activities cover many disciplines placed under the CFO's supervi sion, such as the financing of day-to-day activities and investments (the "group treasury" function was recently created), accounting, taxation, cash management, inter nal reporting, controlling, external financial communica tion and investor relations, and credit control. Manage ment of human resources, IT and the vehicle fleet is also centralised here.
Gentlemen,
We are pleased to send you our estimate of the fair value of investment properties held by the Aedifica group as of 30 June 2016.
Aedifica assigned to each of the three independent external valuers the task of determining the fair value (from which the investment value is derived2 ) of one part of its portfolio of investment properties. Assessments are established taking into account the remarks and definitions contained in the reports and following the guidelines of the International Valuation Standards issued by the "IVSC".
We have acted individually as independent external valuers and have a relevant and recognised qualification, as well as an ongoing experience for the location and the type of buildings assessed. The valuer's opinion of fair value was primarily derived using comparable recent market transactions at arm's length terms.
LEOPOLDSPARK BELGIUM – SENIOR HOUSING
Properties are considered in the context of current leases and of all rights and obligations that these commitments entail. We have evaluated each entity individually. Assessments do not take into account a potential value that can be generated by offering the whole portfolio on the market. Assessments do not take into account selling costs applicable to a specific transaction, such as brokerage fees or advertising. Assessments are based on the inspection of real estate properties and information provided by Aedifica (i.e. rental status and surface area, sketches or plans, rental charges and property taxes related to the property, and compliance and pollution matters). The information provided was assumed to be accurate and complete. Assessments are made under the assumption that no non-communicated piece of information is likely to affect the value of the property.
Based on the three assessments, the consolidated fair value of the portfolio amounted to €1,156,833,7283 as of 30 June 2016, including €1,130,909,440 for marketable investment properties4 . Contractual rents amounted to €65,612,461 which corresponds to an initial rental yield of 5.80%5 compared to the fair value of marketable investment properties. Assuming that the marketable investment properties, except for furnished apartments, are 100% rented and that the currently vacant spaces are rented at market prices, contractual rents would amount to €66,820,619, i.e. an initial rental yield of 5.91%6 compared to the fair value of marketable investment properties.
In the context of a reporting in compliance with the International Financial Reporting Standards, our evaluations reflect the fair value. The fair value is defined by IAS 40 and IFRS 13 as "the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date". The IVSC considers that the definition of fair value under IAS 40 and IFRS 13 is generally consistent with market value.
The fair value of the part of Aedifica's portfolio valued by de Crombrugghe & Partners SA is estimated as of 30 June 2016 at €354,972,500 and the investment value (before deduction of the transfer costs 7 ) is estimated at €364,543,000.
The fair value of the part of Aedifica's portfolio valued by Stadim CVBA is estimated as of 30 June 2016 at €671,271,311 and the investment value (before deduc tion of the transfer costs 8 ) is estimated at €689,560,890.
The fair value of the part of Aedifica's portfolio valued by CBRE GmbH is estimated as of 30 June 2016 at €130,590,000 and the investment value (before deduc tion of the transfer costs 9 ) is estimated at €140,769,127.
Dr. Henrik Baumunk and Andreas Polter 29 August 2016
GROSS DIVIDEND YIELD AS OF 30 JUNE 2016
SHARE PRICE AS OF 30 JUNE 2016
TOTAL NUMBER OF SHARES LISTED AS OF 30 JUNE 2016
MARKET CAPITALISATION AS OF 30 JUNE 2016
MARTIN'S KLOOSTER BELGIUM – SENIOR HOUSING
TERVUEREN 13 A/B BELGIUM – APARTMENT BUILDINGS
Aedifica provides the investor an attractive with alternative to direct investment in residential real estate.
Comparison – indices in total return From 23 octobre 2006 (IPO) to 30 June 2016
Aedifica total return
EPRA Belgium total return
EPRA Europe total return
Premium and discount of the share price in relation to the net asset value
Aedifica's diversified investment policy (see "Strategy" section of the Consolidated Board of Directors' Report) offers the shareholder a unique investment that generates optimal rental incomes with a limited risk profile. The structure of Aedifica's portfolio generates attractive returns, opportunities for growth and capital gains, and recurrent dividends.
According to the "Weekly table value", published on 26 August 2016 by Bank Degroof Petercam, Aedifica is currently the 4th REIT in terms of market capitalisation.
Aedifica's shares (AED) have been quoted on Euronext Brussels continuous market since 23 October 2006. Since that date, Aedifica has completed three capital increases, in cash and with preferential rights or priority allocation rights.
On 30 June 2016, Aedifica was registered in the European and Belgian EPRA indices1 with weightings of 0.4% and 14.4%, respectively.
Taking the stock price on 30 June 2016 (€69.68) as a baseline, Aedifica shares show:
Between the date of the IPO (after deduction of the coupons which represented the preferential rights or the priority allocation rights issued as part of the 15 October 2010, 7 December 2012 and 29 June 2015 capital increases) and 30 June 2016, Aedifica's stock price increased by 92.0%. This increase shows a very favourable contrast when compared to the Bel Mid Index, which increased by 17.1%, and when compared to the EPRA Europe index, which fell by 22.8%, over the same period.
| 30 June 2016 | 30 June 2015 | |
|---|---|---|
| Share price at closing (in €) | 69.68 | 50.30 |
| Net asset value per share (based on fair value) after deduction of the dividend 2014/2015 excl. IAS 39 (in €) |
47.08 | 43.74 |
| Premium (+)/(-) Discount (based on fair value) excl. impact IAS 39 |
48.0% | 15.0% |
| Net asset value per share (based on fair value) before deduction of the dividend 2014/2015 incl. IAS 39 (in €) |
43.74 | 41.04 |
| Premium (+)/(-) Discount (based on fair value) inlc. impact IAS 39 |
59.3% | 22.6% |
| Market capitalisation | 987,517,176 | 706,510,329 |
| Free float1 | 100.00% | 94.54% |
| Total number of shares listed | 14,172,176 | 14,045,931 |
| Denominator for the calculation of the net asset value per share |
14,192,032 | 14,045,931 |
| Average daily volume | 16,741 | 9,809 |
| Velocity2 | 30.6% | 28.8% |
| Gross dividend per share (in €)3 | 2.10 | 2.00 |
| Dividend gross yield4 | 3.0% | 4.0% |
Percentage of the capital of a company held by the market, according to the definition of Euronext. See press release of 18 December 2015.
Total volume of share exchanged annualised divided by the total number of shares listed on the market, according to the definition of Euronext.
2015/2016: Proposed dividend at the Annual General Meeting.
Gross dividend per share divided by the closing share price.
| 30 June 2016 | 30 June 2015 | |
|---|---|---|
| Number of shares outstanding1 | 14,192,032 | 14,045,931 |
| Total number of shares3 | 14,192,032 | 14,045,931 |
| Total number of shares on the stock market |
14,172,176 | 14,045,931 |
| Weighted average number of shares outstanding (IAS 33) |
14,122,758 | 10,658,981 |
| Number of dividend rights2 | 14,186,987 | 10,924,613 |
After deduction of the treasury shares.
Based on the rights to the dividend for the shares issued during the year.
19,856 shares will be traded in principle on 2 November 2016.
Internationally, the Aedifica shares have been included in the EPRA indices since 18 March 2013 and in the MSCI indices since 1 December 2015.
Aedifica has the obligation to distribute the majority of its profits in the form of dividends (see "income to distribute" in the glossary). The proposed gross dividend for 2015/2016 financial year amounts to €2.10 per share (2006/2007: €1.48 per share; 2007/2008: €1.71 per share; 2008/2009: €1.80 per share; 2009/2010: €1.82 per share; 2010/2011: €1.82 per share; 2011/2012: €1.86 per share; 2012/2013: €1.86; 2013/2014: €1.90 per share; 2014/2015: €2.00 per share) as detailed in Note 38 of the Consolidated Financial Statements. The coupon is payable 5 working days after the date of the ordinary general shareholder's meeting, which is fixed in the Articles of Association to be held annually
| Annual General Meeting 2016 | 28 October 2016 |
|---|---|
| Dividend payment date - Coupon related to the 2015/2016 financial year |
|
| • Ex-date | 2 November 2016 |
| • Record date | 3 November 2016 |
| • Payment date | As from 4 November 2016 |
| Interim statement | 16 November 2016 |
| Half-Year Financial Report 31.12.2016 | 21 February 2017 |
| Interim statement | 16 May 2017 |
| Annual press release | 5 September 2017 |
| Annual Financial Report 2016/2017 | 22 September 2017 |
| Annual General Meeting 2017 | 27 October 2017 |
| Dividend - Coupon related to the 2016/2017 financial year ("ex-date") |
2 November 2017 |
Financial service for the coupon payment: Degroof Bank Petercam (main paying agent) or any other financial institutions
on the 4th Friday of October. The coupon related to the 2015/2016 financial year will be in principle paid as from 4 November 2016.
As a RREC, the withholding tax for Aedifica investors amounts to 27%. For the tax treatment of the dividend, readers, in particular shareholders who are Belgian tax payers (natural persons), are referred to section 4 of the chapter entitled "Standing Documents" included in this Annual Financial Report. The net dividend per share after deduction of the withholding tax of 27% will amount to €1.5330. The Belgian Minister of Finance announced, in a press release dated 10 June 2016, that he "will propose to the government to adapt the Act of 26 December 2015. This adaptation will permit Belgian RRECs , with at least 60% of their investments concentrated in properties primarily devoted to healthcare, to benefit once again from a reduced withholding tax rate on dividends". This reduced rate would amount to 15% (vs. 27% currently) and would come into effect as of 1 January 2017. Subject to analysis of the final legal texts (to be approved), Aedifica's shareholders will benefit from this reduced rate as more than 60% of the Company's portfolio is invested in senior housing; this segment comprises "real estate destined for care and housing units suited for healthcare", as described in the Minister's press release. Aedifica welcomes this announcement, which supports the role of professional investors specialising in healthcare real estate, such as Aedifica, and is of direct benefit to its shareholders. The reader is referred to section 4.2 of the chapter entitled "Risk Factors" of the Annual Financial Report for more information on the tax treatment of dividends.
Since 18 December 2015, no shareholder has held more than 5% of the Company's capital. The free float is thus 100% (as of 30 June 2016, based on the number of shares held by the shareholders concerned as of 18 December 2015). Declarations of transparency are available on Aedifica's website. As of the date of this report (12 September 2016), the Company has received no additional declarations of transparency since 18 December 2015.
LOUISE 331 BELGIQUE – APARTMENT BUILDINGS
VINKENBOSCH BELGIUM – SENIOR HOUSING
FREE FLOAT
119 — ANNUAL FINANCIAL REPORT 2015/2016
AMONG THE 10 DIRECTORS
OF THE MANAGEMENT COMMITTEE
OF THE BOARD OF DIRECTORS
SERVICE-RESIDENZ SCHLOSS BENSBERG GERMANY – SENIOR HOUSING
LA PAIRELLE BELGIUM – SENIOR HOUSING
governance is part of the Consolidated Board of Directors' report. The Corporate Governance Statement is issued in accordance with the provisions of the Belgian Corporate Governance Code 2009 (the "2009 Code") and the Belgian Act of 6 April 2010 amending the Belgian Companies Code.
Aedifica acts in accordance with the principles of the 2009 Code published on 12 March 2009, while taking into consideration the Company's unique features and characteristics. Aedifica considers itself compliant with all provisions of the aforementioned Code.
The Royal Decree of 6 June 2010 specifies that the 2009 Code is the only applicable code. The 2009 Code is available on the website of the Belgian State Gazette, as well as on www.corporategovernancecommittee.be
The Corporate Governance Charter was set out by the Board of Directors of Aedifica and aims to provide full disclosure regarding the governance rules in place at Aedifica. It is available on the Company's website (www.aedifica.be) and was last updated on 2 September 2016.
This section aims to provide a description of the main features of the Company's internal control system and risk management practices.
The Board of Directors is responsible for the Company's identification and assessment of risks, as well as for monitoring the effectiveness of internal controls. Aedifica's Executive Managers are responsible for setting up an effective internal control environment and putting in place effective risk management practices.
In these respects, the Belgian legal framework is made up of the following regulations:
• The Belgian Act of 17 December 2008 setting up audit committees in listed companies (in application of the European Directive 2006/43 on the financial control of corporations);
• The Belgian Act of 6 April 2010 on corporate governance within listed companies and on the regulation modification concerning professional prohibition within the banking and financial sector (the so-called "Corporate Governance Act").
As of 30 June 2016, this framework is further enhanced by:
Pursuant to Article 17 of the Belgian Act of 12 May 2014, the Company has the following internal control functions:
The Risk Management function aims to implement measures and procedures to identify and monitor the risks to which the Company is confronted, and to avoid risks becoming reality and/or to limit the impact of these risks (if applicable) and to estimate, control and follow up as much as possible their effects.
The Board of Directors designated Mr. Jean Kotarakos, CFO, Executive Manager and member of the Management Committee, as Risk Manager. Mr. Jean Kotarakos' office of Risk Manager is of indefinite duration. He has the required professional reliability and appropriate experience to perform these duties.
The Independent Compliance function aims to ensure that the Company, its Directors, its Executive Managers, its personnel or proxy holders respect the legal rules regarding the integrity of the Company's activity.
The Board of Directors appointed Ms. Sarah Everaerts, CLO/Secretary-General, Executive Manager and member of the Management Committee, as Compliance Officer. The Compliance Officer is appointed for an indefinite period and has the required professional reliability and appropriate experience to perform these duties.
The person in charge of the Independent Internal Audit function is appointed to independently and permanently judge the Company's activities and to examine the quality and the efficiency of the existing internal control procedures and methods.
The internal audit function is performed by an external consultant, namely Quiévreux Audit Services SPRL, represented by Mr. Christophe Quiévreux. The Internal Audit function (which is thus outsourced to an external legal person, represented by a natural person) is performed under the supervision and responsibility of Mr. Olivier Lippens, President of the Board of Directors. Mr. Olivier Lippens has the required professional reliability and appropriate experience to perform these duties.
Moreover, Aedifica has put in place risk management procedures and an internal control system that are consistent with the Company's manner of operating and with the environment in which it evolves. This system is based on the internal control model called "COSO" ("Committee of Sponsoring Organisations of the Threadway Commission"). COSO is a well-known international organisation that stems from the private sector. Its purpose is to promote improvement in the quality of corporate governance rules, internal control, risk management and financial reporting.
The COSO model has 5 components:
The latest version of the COSO (2013) defines 17 principles underlying these five components which clarify the requirements of an efficient internal control system.
The underlying principles of the component "internal control environment" are the following:
The Board of Directors comprises 10 members, 5 of whom are independent, as defined in Article 526ter of the Belgian Companies Code and Appendix A of the 2009 Code (see below). Given their experience (see below), the Directors are sufficiently qualified for their positions, particularly in respect of accounting, finance PRINCIPLES OF THE INTERNAL CONTROL MODEL CALLED
"COSO"
and remuneration policy. Aedifica's Board of Directors supervises the effectiveness of the risk management practices and of the internal control implemented by the Executive Managers.
The Company's recruitment processes ensure the qualification of the Executive Managers and person nel. For each position, there is a defined profile and a suitable training programme. Aedifica endeavours to support the personal development of its staff and asso ciates by offering them a motivating and comfortable working environment that is adapted to their needs, by identifying their talents, and by further reinforcing these individual strengths. Succession plans are elaborated according to the evolution of the career plans and according to chances of personnel leaving temporarily (maternity leave, parental leave, etc.) or permanently (such as retirement).
• Principle 5: The organisation holds individuals account able, in particular for their internal control responsibili ties in the pursuit of objectives:
Each member of the Aedifica team has at least one evaluation interview per year with his or her responsible, based on a framework that considers the relationships between Company and employee in a very broad way. Furthermore, the remuneration and assessment pol icy of Executive Managers and personnel is based on achievable and measurable targets. It was thoroughly analysed in 2009 by specialised consultants, with a follow-up performed in 2010 and in 2011. A study of remuneration of the members of the Management Committee was carried out in 2011, and a second time in 2016.
The underlying principles of the component "risk analy sis" are the following:
• Principle 6: The organisation specifies objectives with sufficient clarity to enable the identification and assessment of risks relating to objectives:
The Company aims to position itself as a market leader among listed Belgian healthcare real estate companies, in particular with regard to senior housing. Its strategy is based on the demographic trend of population age ing in Europe and the consequent specific healthcare and housing needs. The Company aims to create a balanced portfolio that generates recurring reve nues and offers potential for capital gains. Therefore, Aedifica acts in a conservative way with respect to risk culture.
• Principle 7: The organisation identifies risks to the achievement of its objectives across the entity and analyses risks to determine how the risks should be managed:
The Company has a risk map. The main risks are monitored by the Board of Directors every 3 months and disclosed in the Annual and Half-year Financial Reports, as well as in interim statements. The risks are also followed up during the regular meetings of the Board of Directors. Mitigating actions are undertaken as and when required. For a detailed list of the risks identified, please refer to the section "Risks Factors" of the Annual Financial Report.
• Principle 8: The organisation considers the poten tial for fraud in assessing risks to the achievement of objectives:
Any attempt to fraud is properly analysed to mitigate the potential effects on the Company and to avoid any new attempt.
• Principle 9: The organisation identifies and assesses changes that could significantly impact the system of internal control:
Significant changes are continuously identified and analysed, both at the level of the Executive Manag ers as of that of the Board of Directors. This analy sis enriches the section "Risk Factors" of the Annual Financial Report.
The underlying principles of the component "control activities" are the following:
TER VENNE BELGIUM – SENIOR HOUSING
LEOPOLDSPARK BELGIUM – SENIOR HOUSING
the notarial deeds (in cases of outright purchase of property, contribution in kind, merger, de-merger or partial de-merger). Furthermore, each transaction is tested upfront to ensure conformity with the Compa ny's Articles of Association and with applicable regu lations;
Technologies employed the Company are selected using a "best of breed" approach (as opposed to an integrated system approach). Every technological application is under the responsibility of a pilot, while the management of the infrastructure (hardware and network), the security of the access and the storage of computerised data are ensured by an external service provider, working with Aedifica on the basis of a ser vice-level agreement ("SLA"). All rental agreements are registered. Contracts and other important documents, including notarial deeds, are stored in a suitable way outside the Company's headquarters.
The underlying principles of the component "information and communication" are the following:
The underlying principles of the component "surveillance and monitoring" are the following:
• Principle 16: The organisation selects, develops, and performs ongoing and/or separate evaluations to ascertain whether the components of internal control are present and functioning:
To ensure the effectiveness of the above components of COSO, Aedifica has put in place (since the 2010/2011 financial year) an internal audit function to review the Company's main processes. The internal audit is organised over a 3-year cycle. The specific scope of the internal audit is determined on an annual basis in consultation with the Audit Committee and the head of internal audit as defined by the Belgian Act of 12 May 2014 on Regulated Real Estate Companies (who can be no other than the President of the Board of Directors – see above) and the internal audit service provider (see above). Given the independence requirements and taking the principle of proportionality into consideration, Aedifica has indeed chosen to outsource the internal audit by entrusting this function to a specialised consultant, placed under the supervision and the responsibility of the head of internal audit as defined by the abovementionned Act.
• Principle 17: The organisation evaluates and communicates internal control deficiencies in a timely manner to those parties responsible for taking corrective action, including the Management Committee and the Board of Directors, as appropriate:
The recommendations developed by the internal audit are communicated to the Audit Committee. This ensures that the Executive Managers put in place the anticipated corrective actions.
The shareholding structure, as derived from the transparency declarations received, is provided in the section "Aedifica in the Stock Market" in this Annual Financial Report.
The Company's directors are elected for a term of up to 3 years at the Annual General Meeting. They are revocable, and can be re-elected.
At the Annual General Meeting of 23 October 2015, the following Directors were appointed for a 3-year term ending after the Annual General Meeting of 2018:
As of 30 June 2016, Aedifica was directed by a Board of 10 members, which includes 5 independent Directors (required under Article 526ter of the Belgian Companies Code and Appendix A of the 2009 Code), as listed below.
Moreover, a significant level of gender diversity (required by the Belgian Act of 28 July 2011) has already been achieved. The Board includes 4 women and 6 men, a gender diversity ratio of 40%, which is higher than the minimum ratio of one third set by law for financial years beginning on or after 1 July 2017.
The terms of Mr. Olivier Lippens, of Mr. Jean Franken and of Mr. Jean Kotarakos as members of the Board of Directors will expire at the upcoming Annual General Meeting of 28 October 2016. At the Annual General Meeting, a renewal of their offices will be proposed.
In case of election and after approval by the market authority (FSMA), they will act as director for a new term ending in October 2019.
During the 2015/2016 financial year, the Board of Directors met 13 times and covered the following items:
Mixed gender ratio among the Board of Directors
KÄTHE-BERNHARDT-HAUS GERMANY – SENIOR HOUSING
Chairman Director representing the shareholders
Belgian – 12.10.1953
Chief Executive Officer - Executive Manager Belgian - 21.10.1965
331-333, avenue Louise - 1050 Brussels
Independent Director
Belgian – 2.10.1948
Director representing the shareholders
Belgian – 6.05.1962
331-333, avenue Louise - 1050 Bruxelles
Independent Director
Independent Director
Belgian – 29.04.1957
Independent Director
Director Belgian - 16.01.1960
Independent Director
Belgian – 18.08.1957
OASE AARSCHOT WISSENSTRAAT BELGIUM – SENIOR HOUSING
The Board of Directors has established three specialised committees: the Audit Committee, the Nomination and Remuneration Committee and the Investment Commit tee. They are meant to assist and provide guidance to the Board in their respective domains. The committees have no decision power and are hence consultative bodies only. They report to the Board of Directors, which takes the decisions.
The Board of Directors established an Audit Committee from among its members.
The 2009 Code recommends that the majority of the members of the Audit Committee are independent direc tors, which is effectively the case.
Aedifica's Corporate Governance Charter provides that the Audit Committee is chaired by an independent Direc tor. However, in the interest of continuity, the Board of Directors requested that Ms. Adeline Simont, member of the Audit Committee since its creation in 2006, chair the Committee on a temporary basis given that the two other members are new Directors. As of 2 September 2016, Mr. Serge Wibaut (independent Director) will chair the Audit Committee. The Board of Directors thanks Ms. Adeline Simont for her efficient interim Chair.
As of 30 June 2016, the Audit Committee consists of 3 Directors, including 2 independent Directors, namely:
During the 2015/2016 financial year, the audit committee met 4 times. The statutory auditor attended committee meetings on 1 occasion.
In the context of its mission (i.e. to ensure the accuracy and fair presentation of the annual and half-year reports, the quality of internal and external reporting, and the quality of the published information), the Audit Committee covered the following items:
The Board of Directors established a Nomination and Remuneration Committee from among its members. The current composition of the Nomination and Remuneration Committee, and as well as the tasks entrusted to it, meet the criteria set out in the Belgian Act of 6 April 2010 inserting Article 526quater in the Belgian Companies Code. The Nomination and Remuneration Committee is made up of a majority of independent directors, as defined by Article 526ter of the Belgian Companies Code, who are sufficiently qualified with regard remuneration policy.
As of 30 June 2016, the Nomination and Remuneration Committee consists of 3 Directors, namely:
During the 2015/2016 financial year, the Committee met 4 times, to cover the following items:
As of 30 June 2016, the Investment Committee consists of the Executive Directors and of three other directors, all independent, namely:
• Mr. Jean Franken
Chairman of the Committee Independent Director
During the 2015/2016 financial year, the Investment Committee met 9 times to assess investment opportunities. Many cases were analysed. In addition, a number of communications were organised (by phone or by electronic means) when formal meetings were deemed unnecessary.
FIRST ROW: STEFAAN GIELENS, SOPHIE MAES, SERGE WIBAUT, ADELINE SIMONT
SECOND ROW: ELISABETH MAY-ROBERTI, JEAN FRANKEN, KATRIEN KESTELOOT, JEAN KOTARAKOS, OLIVIER LIPPENS, ERIC HOHL
| Name | Board of Directors |
Audit Committee |
Nomination and Remu neration Committee |
Investment Committee |
Remuneration of the office (€) |
Attendance fees (€) |
|---|---|---|---|---|---|---|
| Olivier Lippens | 11/13 | - | - | 6/7 | 13,600 | 14,150 |
| Jean Franken | 13/13 | - | 2/2 | 9/9 | 11,330 | 19,850 |
| Stefaan Gielens | 13/13 | - | - | 9/9 | - | - |
| Eric Hohl | 9/13 | - | - | - | 11,330 | 7,650 |
| Katrien Kesteloot | 5/10 | 2/3 | - | - | 7,760 | 5,850 |
| Jean Kotarakos | 12/13 | - | - | 9/9 | - | - |
| Hilde Laga | 1/3 | 1/1 | - | - | 3,570 | 1,650 |
| Sophie Maes | 8/13 | - | - | 9/9 | 11,330 | 14,000 |
| Elisabeth May Roberti |
8/10 | - | 2/2 | - | 7,760 | 8,400 |
| RE-Invest représentée par Brigitte Gouder de Beauregard |
1/3 | 1/1 | 2/2 | 2/2 | 3,570 | 4,850 |
| Serdiser SCA représentée par Pierre Iserbyt |
2/3 | - | 2/2 | 2/2 | 3,570 | 4,900 |
| Adeline Simont | 11/13 | 4/4 | 4/4 | - | 11,330 | 15,750 |
| Serge Wibaut | 8/10 | 3/3 | - | - | 7,760 | 9,200 |
| Total | - | - | - | - | 92,910 | 106,250 |
The Board of Directors decided to set up a Management Committee as defined by Article 524bis of the Belgian Companies Code, effective 12 May 2015. The Management Committee consists of the following persons, who are all Executive Managers in accordance with the Belgian Act of 12 May 2014:
| Name | Function |
|---|---|
| Stefaan Gielens | Chief Executive Officer (CEO) |
| Jean Kotarakos | Chief Financial Officer (CFO) |
| Laurence Gacoin | Chief Operating Officer (COO) |
| Sarah Everaert | Chief Legal Officer (CLO) / Secretary-General |
Mr. Stefaan Gielens and Mr. Jean Kotarakos were already Executive Managers of the Company before the establishment of the Management Committee. Moreover, they are Executive Directors (see above).
Ms. Laurence Gacoin has performed the duties of Chief Operating Officer within the Company since 1 January 2015 and is also a member of the Management Committee, acting as Executive Manager since 12 May 2015. Her office is of indefinite duration.
MANAGEMENT COMMITTEE (FROM LEFT TO RIGHT) FIRST ROW: SARAH EVERAERT, STEFAAN GIELENS SECOND ROW: JEAN KOTARAKOS, LAURENCE GACOIN
Ms. Sarah Everaert has performed the duties of Chief Legal Officer/Secretary-General since 12 May 2015 and in that capacity she is member of the Management Com mittee as Executive Manager. She is also the Company's Compliance Officer. Previously, she performed the duties of Legal Counsel within Aedifica for more than 5 years. Her office is of indefinite duration.
The division of tasks between the Management Commit tee and the Board of Directors, along with other aspects of the Management Committee's functioning is available in the Company's Corporate Governance Charter (ver sion of 2 September 2016), published on its website (www.Aedifica.be).
Executive Manager – Chief Operating Officer French – 26.01.1977
331-333, avenue Louise - 1050 Brussels
Executive Manager – Chief Legal Officer / Secretary-General Belgian – 14.06.1977
331-333, avenue Louise - 1050 Brussels
Please refer to the Remuneration Report presented in section 8 below.
The directors, the persons in charge of daily manage ment and any other corporate officers cannot act as counterparties in transactions with the Company or enti ties controlled by the Company. They cannot earn any benefit from transactions carried out with the Company, except when the transaction is undertaken in the best interest of the Company, in accordance with the Compa ny's investment policy, and in line with market practice. The Company must inform the market authority (FSMA) in advance of any such transactions.
These transactions are immediately disclosed in a press release and in the annual and half-year financial reports.
The market authority need not be informed of the transac tions listed in Article 38 of the Belgian Act of 12 May 2014 on Regulated Real Estate Companies. Articles 523 and 524 of the Belgian Companies Code are always applica ble, as is Article 37 of the abovementioned Belgian Act.
No conflict of interest on real estate transactions occurred during the course of the 2015/2016 financial year. The only occurrences of conflicts of interest were the Man agement Committee's remuneration, as detailed in sec tion 12 of the Consolidated Board of Directors' Report included in this Annual Financial Report.
The independent compliance function is carried out in accordance with Article 17 of the Belgian Act of 12 May 2014 on Regulated Real Estate Companies (see above) and with Appendix B of the 2009 Code. Ms. Sarah Everaert, CLO, acts as the Company's Compli ance Officer. In this regard, she must ensure that the Deal Code is properly applied and that any insider trading is properly reported, in order to reduce the risk of abuse of insider trading.
The compliance officer updates the list of persons hav ing access to privileged information. She ensures that the persons on this list are aware of what this implies.
Furthermore, she oversees of the definition of closed periods by the Board of Directors. During these periods, trading of Aedifica shares is prohibited for the Company leaders, for the persons listed and for their relatives. The closed periods are as follows:
Leaders who contemplate any transaction on equity instruments or derivative instruments linked to Aedifica must give notice to the Compliance Officer at least 48 hours in advance (by fax or e-mail). The Compliance Officer, who contemplates any transaction on equity instruments or derivatives instruments linked to the Com pany, must give notice to the Chairman of the Board of Directors at least 48 hours in advance (by fax or e-mail). The leaders must then confirm completion of the transac tion to the Company within two working days.
The leaders must notify the FSMA of transactions realised on their account in relation to shares of the Company. Notification must be given within 3 working days following the completion of the transaction(s).
Under the scrutiny of the Chairman, the Board of Directors regularly performs a self-assessment of its size, composi tion, way of functioning (as well as those of the commit tees), and interaction with the Executive Managers. This should be done at least every 2 to 3 years.
This assessment aims to perform 4 tasks:
• review the way the Board and its committees operate;
-
In this respect, the Board of Directors is supported by the Nomination and Remuneration Committee, and, if needed, by external experts.
The non-executive directors regularly review their own interaction with the Executive Managers. To this end, they meet at least once per year in the absence of the CEO and of any other executive director.
A regular review of the input of each director is organised in order to adapt the composition of the Board as needed and take into account any changes in circumstances. When the re-election of a director is approaching, the input and effectiveness of the director is reviewed based on a transparent and well defined procedure.
The Board of Directors ensures that adequate succes sion planning is in place. It monitors the balance of skills and experience in the Board (for both executive and non-executive directors).
The "long-term incentive plan" granted to the CEO and the CFO (as announced in the 2008/2009 Annual Finan cial Report for subsequent financial years) was approved at the 23 October 2015 Annual General Meeting of the Shareholders. Within this plan, the CEO and the CFO have the right to definitively purchase Aedifica shares in subsequent financial years. The CEO and CFO received additional gross remuneration of €90,000 which, after deducting personal withholding taxes, permitted them to acquire 850 shares each at a unit price of €48.95833 (the last known closing share price multiplied by a fac tor amounting to 100/120th, in accordance with com ment 36/16 of the Belgian Income Tax Code), corre sponding to a total net amount of €41,614.58 for both the CEO and CFO. The CEO and the CFO are irrevocably committed to hold these shares for a period of 2 years. The shares sold by Aedifica were part of the treasury shares held by the Company that were acquired on the stock exchange.
For the upcoming financial year, the Board of Directors will propose to the shareholders to approve a "long-term incentive plan" for the four members of the Management Committee, namely the CEO, the CFO, the COO and the CLO, under the same form previously used, with individual gross values of respectively €110,000, €90,000, €40,000, €40,000, in accordance with principle 7.13 of the 2009 Code and with Article 14 of the Belgian Act of 6 April 2010.
The Remuneration Report is provided in accordance with the 2009 Code and with the Belgian Act of 6 April 2010; it has been applicable to Aedifica since the beginning of the 2010/2011 financial year.
During the 2015/2016 financial year, the remuneration policy for non-executive directors and Executive Managers were set out as follows:
• Non-executive directors: the continuity principle has been applied (as regards the composition of the remuneration).
During the same period, the actual remuneration of the non-executive directors and Executive Managers was determined as follows:
• Non-executive directors: in accordance with the decisions taken by the shareholders during the Annual General Meeting of 11 October 2011, the actual remuneration of the non-executive directors amounted to: a fixed remuneration of €13,600 excl. VAT for the Chairman and of €11,330 excl. VAT for the other non-executive directors, and attendance fees of €850 excl. VAT for each meeting of the Board or of €800 excl. VAT for each committee meeting. For the 2015/2016 financial year, the Board of Directors will collectively receive €199,160.
STEPHANIE'S CORNER BELGIUM – APARTMENT BUILDINGS
• Executive Managers: the actual level of remuneration was determined based on the Management Committee's agreements signed in 2006 (CEO), 2007 (CFO), 2014 (COO) and 2015 (CLO), and on the additional abovementioned agreements, in accordance with the criteria for the variable remuneration set out in section 12 of the Consolidated Board of Directors' Report. These remuneration packages were reviewed in 2009 and 2011 by specialised consultants. In light of the creation of the Management Committee on 12 May 2015, a specialised consultant conducted a new survey in May 2016, making a comparison with remuneration of Management Committee members with similar functions in (non-)listed real estate companies in Belgium and neighbouring countries (France, Germany, The Netherlands), as well as in other similar sized companies who don't invest in real estate. This survey led the Nomination and Remuneration Committee to propose the Board of Directors to adapt certain components of the remuneration of the CEO and the other members of the Management Committee as from the 2016/2017 financial year (see section 8.2 below).
The remuneration package of the Executive Managers consists of: fixed remuneration (arising from the Man agement Agreements), variable remuneration (for which no claw-back in favour of the Company is applicable), post-retirement benefits (defined contribution plan and associated benefits), and other components (medical insurance, benefits-in-kind linked to the usage of a com pany car). Moreover, in the case of the CEO and the CFO, the fixed remuneration also consists of amounts resulting from the long-term incentive plan, which should also be the case for the COO and the CLO as from the 2016/2017 financial year, upon approval of the Board of Directors' proposal by the Annual General Meeting of 28 Octo ber 2016. The amounts are shown in the opposite page.
The Executive Managers carry out their office as direc tor of Aedifica and its subsidiaries for free. They are not remunerated by Aedifica's subsidiaries.
The gross variable remuneration of the Executive Manag ers was determined as follows:
• In respect of the 2017/2018 financial year, the maxi mum variable remuneration will be kept to 50% of the annual remuneration excluding sundry benefits and post-retirement benefits, based on quantitative and qualitative criteria that will be set in a future stage.
The Nomination and Remuneration Committee has established a "long-term incentive plan" for the members of the Management Committee (see section 7 above).
For information purposes, note that the ratio between the total remuneration of the CEO for 2015/2016 and the average remuneration of personnel amounts to 10 times.
Each Executive Manager benefits from a company car as from the time of entering the Company. In 2015/2016, the cost to the Company (rental charge and petrol) was €20,000 excl. VAT for the CEO and a combined total of €38,000 excl. VAT for the three other Executive Man agers. Each Executive Manager also uses a laptop and mobile phone. Moreover, the Company reimburses the Executive Managers' actual professional expenses, and grants the CEO and the CFO (as from 1 July 2008), as well as the COO and the CLO (as from 1 July 2016) a fixed allowance for representation expenses of €300 per month.
During the 2016/2017 financial year, Executive Manag ers' remunerations will be indexed, as specified in the Management Agreements. Moreover, taking into account the survey conducted by the specialised consultants in May 2016 (mentioned above), on a proposal by the Nomination and Remuneration Committee in order to provide the members of the Management Committee with an adequate and motivating remuneration in line with market practice, the Board of Directors decided on 20 June 2016 to adapt executive remuneration as follows (effective 1 July 2016):
| Stefaan Gielens - CEO |
Others | Total | |
|---|---|---|---|
| Fixed remuneration (management agreements) |
354,486 | 607,753 | 962,239 |
| Fixed remuneration ("long term incentive plan") |
90,000 | 90,000 | 180,000 |
| Variable remuneration | 170,500 | 264,000 | 434,500 |
| Pension scheme | 56,655 | 82,353 | 139,008 |
| Insurance premiums | 5,957 | 10,631 | 16,588 |
| Benefits in kind | 6,836 | 15,854 | 22,690 |
| Total | 684,434 | 1,070,591 | 1,755,025 |
the three concerned parties in aggregate, based on criteria that remain to be determined;
The Management Agreements signed with the Executive Managers may be terminated in the following circumstances:
The Management Agreements provide for specific events of termination in the event of a change in control of the Company, as disclosed in section 15.10 of the Consolidated Board of Directors' Report.
The only case in which an indemnity granted to an Executive Manager could exceed 12 months of remuneration is in the event of a change in control of the Company; in this case, the CEO is eligible to obtain 18 months' remuneration. The Nomination and Remuneration Committee highlights the fact that this clause is included in the Management Agreement signed with the CEO in 2006 and that it is consistent with market practice. The approval of the shareholders is not required, as specified in Article 9 of the Belgian Act of 6 April 2010.
The Board of Directors is at the moment reviewing the remuneration policy for the non-executive directors. The eventual changes will be proposed in due time at the Annual General Meeting.
| 1. | CONSOLIDATED FINANCIAL STATEMENTS 2015/2016 | 141 |
|---|---|---|
| 1.1 Consolidated income statement | 141 | |
| 1.2 Consolidated statement of comprehensive income | 142 | |
| 1.3 Consolidated balance sheet | 142 | |
| 1.4 Consolidated cash flow statement | 144 | |
| 1.5 Consolidated statement of changes in equity | 145 | |
| 1.6 Notes to the consolidated financial statements | 147 | |
| Note 1: | General information | 147 |
| Note 2: | Accounting policies | 147 |
| Note 3: | Operating segments | 153 |
| Note 4: | Rental income | 156 |
| Note 5: | Rental-related charges | 156 |
| Note 6: | Recovery of property charges | 156 |
| Note 7: Recovery of rental charges and taxes normally paid by tenants on let properties |
156 | |
| Note 8: Costs payable by the tenant and borne by the landlord 157 | ||
| on rental damage and repair of lease | ||
| Note 9: Rental charges and taxes normally paid by tenants on let properties |
157 | |
| Note 10: Other rental-related income and charges | 157 | |
| Note 11: Technical costs | 157 | |
| Note 12: Commercial costs | 157 | |
| Note 13: Charges and taxes on unlet properties | 158 | |
| Note 14: Property management costs | 158 | |
| Note 15: Other property charges | 158 | |
| Note 16: Overheads | 158 | |
| Note 17: Other operating income and charges | 158 | |
| Note 18: Gains and losses on disposals of investment properties 159 | ||
| Note 19: Gains and losses on disposals of other non-financial assets |
159 | |
| Note 20: Changes in fair value of investment properties | 159 | |
| Note 21: Financial income | 159 | |
| Note 22: Net interest charges | 160 | |
| Note 23: Other financial charges | 160 | |
| Note 24: Corporate tax | 160 | |
| Note 25: Exit tax | 161 | |
| Note 26: Earnings per share | 161 | |
| Note 27: Goodwill | 162 | |
| Note 28: Intangible assets | 162 |
| Note 29: Investment properties | 163 |
|---|---|
| Note 30: Development projects | 165 |
| Note 31: Other tangible assets | 165 |
| Note 32: Non-current financial assets and other | 166 |
| non-current financial liabilities | |
| Note 33: Hedges | 166 |
| Note 34: Trade receivables | 169 |
| Note 35: Tax receivables and other current assets | 169 |
| Note 36: Cash and cash equivalents | 169 |
| Note 37: Deferred charges and accrued income | 170 |
| Note 38: Equity | 170 |
| Note 39: Provisions | 171 |
| Note 40: Borrowings | 172 |
| Note 41: Trade payables and other current debts | 173 |
| Note 42: Accrued charges and deferred income | 173 |
| Note 43: Employee benefits expense | 173 |
| Note 44: Financial risk management | 174 |
| Note 45: Contingencies and commitments | 176 |
| Note 46: Acquisitions and disposals of investment properties | 179 |
| Note 47: Changes in fair value of financial assets and liabilities | 179 |
| Note 48: Related party transactions | 180 |
| Note 49: Subsequent events | 180 |
| Note 50: Corrected profit as defined in the Royal Decree | 180 |
| of 13 July 2014 | |
| Note 51: List of subsidiaries, associates and joint ventures | 181 |
| Note 52: Belgian RREC status | 181 |
| Note 53: Audit fees | 182 |
| Note 54: Deferred taxes | 182 |
| Note 55: Fair value | 183 |
| Note 56: Put options granted to non-controlling shareholders | 183 |
| 1.7 Auditor's report | 184 |
| 2. | ABRIDGED STATUTORY FINANCIAL STATEMENTS 2015/2016 185 | |
|---|---|---|
| Abridged statutory income statement | 185 | |
| Abridged statutory statement of comprehensive income | 186 | |
| Abridged statutory balance sheet | 186 | |
| Abridged statutory statement of changes in equity | 188 | |
| Abridged statutory appropriation account | 190 | |
| Year ending on 30 June (x €1,000) | Notes | 2016 | 2015 | |
|---|---|---|---|---|
| I. | Rental income | 4 | 59,822 | 49,903 |
| II. | Writeback of lease payments sold and discounted | 0 | 0 | |
| III. | Rental-related charges | 5 | -35 | -50 |
| Net rental income | 59,787 | 49,853 | ||
| IV. | Recovery of property charges | 6 | 25 | 32 |
| V. | Recovery of rental charges and taxes normally paid by tenants on let properties | 7 | 2,064 | 1,811 |
| VI. | Costs payable by the tenant and borne by the landlord on rental damage and repair at end of lease |
8 | 0 | 0 |
| VII. | Rental charges and taxes normally paid by tenants on let properties | 9 | -2,064 | -1,811 |
| VIII. | Other rental-related income and charges | 10 | -1,454 | -1,563 |
| Property result | 58,358 | 48,322 | ||
| IX. | Technical costs | 11 | -1,119 | -1,071 |
| X. | Commercial costs | 12 | -584 | -492 |
| XI. | Charges and taxes on unlet properties | 13 | -119 | -131 |
| XII. | Property management costs | 14 | -1,037 | -892 |
| XIII. | Other property charges | 15 | -1,252 | -1,588 |
| Property charges | -4,111 | -4,174 | ||
| Property operating result | 54,247 | 44,148 | ||
| XIV. | Overheads | 16 | -6,694 | -5,355 |
| XV. | Other operating income and charges | 17 | 61 | 229 |
| Operating result before result on portfolio | 47,614 | 39,022 | ||
| XVI. | Gains and losses on disposals of investment properties | 18 | 731 | 428 |
| XVII. | Gains and losses on disposals of other non-financial assets | 19 | 0 | 0 |
| XVIII. | Changes in fair value of investment properties | 20 | 10,775 | 19,259 |
| Operating result | 59,120 | 58,709 | ||
| XX. | Financial income | 21 | 283 | 478 |
| XXI. | Net interest charges | 22 | -11,904 | -12,833 |
| XXII. | Other financial charges | 23 | -1,087 | -792 |
| XXIII. | Changes in fair value of financial assets and liabilities | 47 | -5,685 | 374 |
| Net finance costs | -18,393 | -12,773 | ||
| XXIV. | Share in the profit or loss of associates and joint ventures accounted for using the equity method |
0 | 0 | |
| Profit before tax (loss) | 40,727 | 45,936 | ||
| XXV. | Corporate tax | 24 | -461 | -771 |
| XXVI. | Exit tax | 25 | 0 | 0 |
| Tax expense | -461 | -771 | ||
| Profit (loss) | 40,266 | 45,165 | ||
| Attributable to: | ||||
| Non-controlling interests | 0 | 0 | ||
| Owners of the parent | 40,266 | 45,165 | ||
| Basic earnings per share (€) | 26 | 2.85 | 4.24 | |
| Diluted earnings per share (€) | 26 | 2.85 | 4.24 |
| Year ending on 30 June (x €1,000) | 2016 | 2015 | ||
|---|---|---|---|---|
| I. | Profit (loss) | 40,266 | 45,165 | |
| II. | Other comprehensive income recyclable under the income statement | |||
| A. properties |
Impact on fair value of estimated transaction costs resulting from hypothetical disposal of investment | 0 | -7,432 | |
| B. under IFRS |
Changes in the effective part of the fair value of authorised cash flow hedge instruments as defined | -3,893 | -181 | |
| H. Other comprehensive income, net of taxes |
0 | 0 | ||
| Comprehensive income | 36,373 | 37,552 | ||
| Attributable to: | ||||
| Non-controlling interests | 0 | 0 | ||
| Owners of the parent | 36,373 | 37,552 |
| Notes ASSETS |
2016 | 2015 |
|---|---|---|
| Year ending on 30 June (x €1,000) | ||
| I. Non-current assets |
||
| A. Goodwill 27 |
1,856 | 1,856 |
| B. Intangible assets 28 |
119 | 102 |
| C. Investment properties 29 |
1,152,213 | 1,003,358 |
| D. Other tangible assets 31 |
1,624 | 1,834 |
| E. Non-current financial assets 32 |
794 | 1,397 |
| F. Finance lease receivables |
0 | 0 |
| G. Trade receivables and other non-current assets |
0 | 0 |
| H. Deferred tax assets 54 |
676 | 110 |
| I. Equity-accounted investments |
0 | 0 |
| Total non-current assets | 1,157,282 | 1,008,657 |
| II. Current assets |
||
| A. Assets classified as held for sale 29 |
4,621 | 1,805 |
| B. Current financial assets |
0 | 0 |
| C. Finance lease receivables |
0 | 0 |
| D. Trade receivables and other non-current assets 34 |
3,880 | 4,352 |
| E. Tax receivables and other current assets 35 |
1,374 | 962 |
| F. Cash and cash equivalents 36 |
4,947 | 3,598 |
| G. Deferred charges and accrued income 37 |
1,058 | 910 |
| Total current assets | 15,880 | 11,627 |
| TOTAL ASSETS | 1,173,162 | 1,020,284 |
| EQUITY AND LIABILITIES | Notes | 2016 | 2015 | |
|---|---|---|---|---|
| Year ending on 30 June (x €1,000) | ||||
| EQUITY | 38 | |||
| I. | Issued capital and reserves attributable to owners of the parent | |||
| A. | Capital | 364,467 | 360,633 | |
| B. | Share premium account | 155,509 | 151,388 | |
| C. | Reserves | 60,507 | 41,084 | |
| a. Legal reserve | 0 | 0 | ||
| b. Reserve for the balance of changes in fair value of investment properties | 115,366 | 95,679 | ||
| c. Reserve for estimated transaction costs resulting from hypothetical disposal of investment properties |
-25,015 | -25,015 | ||
| d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS |
-23,560 | -19,667 | ||
| e. Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS |
-18,256 | -18,717 | ||
| h. Reserve for treasury shares | 0 | 0 | ||
| k. Reserve for deferred taxes on investment properties located abroad | 110 | 244 | ||
| m. Other reserves | 0 | 0 | ||
| n. Result brought forward from previous years | 11,862 | 8,560 | ||
| D. | Profit (loss) of the year | 40,266 | 45,165 | |
| Equity attributable to owners of the parent | 620,749 | 598,270 | ||
| II. | Non-controlling interests | 0 | 0 | |
| TOTAL EQUITY | 620,749 | 598,270 | ||
| LIABILITIES | ||||
| I. | Non-current liabilities | |||
| A. | Provisions | 39 | 0 | 0 |
| B. | Non-current financial debts | |||
| a. Borrowings | 40 | 447,721 | 340,752 | |
| C. | Other non-current financial liabilities | 32 | 47,382 | 39,320 |
| a. Authorised hedges | 46,055 | 38,050 | ||
| b. Other | 1,327 | 1,270 | ||
| D. | Trade debts and other non-current debts | 0 | 0 | |
| E. | Other non-current liabilities | 0 | 0 | |
| F. | Deferred taxes liabilities | 54 | 2,881 | 2,435 |
| Non-current liabilities | 497,984 | 382,507 | ||
| II. | Current liabilities | |||
| A. | Provisions | 39 | 0 | 0 |
| B. | Current financial debts | |||
| a. Borrowings | 40 | 31,027 | 25,897 | |
| C. | Other current financial liabilities | 0 | 0 | |
| D. | Trade debts and other current debts | |||
| a. Exit tax | 41 | 4,505 | 813 | |
| b. Other | 41 | 14,216 | 8,484 | |
| E. | Other current liabilities | 0 | 0 | |
| F. | Accrued charges and deferred income | 42 | 4,681 | 4,313 |
| Total current liabilities | 54,429 | 39,507 | ||
| TOTAL LIABILITIES | 552,413 | 422,014 | ||
| TOTAL EQUITY AND LIABILITIES | 1,173,162 | 1,020,284 |
| Year ending on 30 June (x €1,000) | Notes | 2016 | 2015 |
|---|---|---|---|
| CASH FLOW FROM OPERATING ACTIVITIES | |||
| Profit (loss) | 40,266 | 45,165 | |
| Non-controlling interests | 0 | 0 | |
| Tax expense | 24 | 461 | 771 |
| Amortisation and depreciation | 701 | 670 | |
| Write-downs | 5 | 15 | 33 |
| Change in fair value of investment properties (+/-) | 20 | -10,775 | -19,259 |
| Gains and losses on disposals of investment properties | 18 | -731 | -428 |
| Net finance costs | 18,393 | 12,773 | |
| Changes in trade receivables (+/-) | 457 | -1,446 | |
| Changes in tax receivables and other current assets (+/-) | 321 | -467 | |
| Changes in deferred charges and accrued income (+/-) | -148 | -250 | |
| Changes in trade payables and other current debts (excl. exit tax) (+/-) | 1,135 | -2,100 | |
| Changes in accrued charges and deferred income (+/-) | 366 | 1,253 | |
| Cash generated from operations | 50,461 | 36,715 | |
| Taxes paid | -376 | -141 | |
| Net cash from operating activities | 50,085 | 36,574 | |
| CASH FLOW RESULTING FROM INVESTING ACTIVITIES | |||
| Purchase of intangible assets | -67 | -96 | |
| Purchase of real estate companies and marketable investment properties | -56,166 | -66,675 | |
| Purchase of tangible assets | -441 | -577 | |
| Purchase of development projects | -20,604 | -33,435 | |
| Disposals of investment properties | 2,656 | 15,943 | |
| Net changes in non-current receivables | 51 | 49 | |
| Net investments in other assets | 0 | 0 | |
| Net cash from investing activities | -74,571 | -84,791 | |
| CASH FLOW FROM FINANCING ACTIVITIES | |||
| Capital increase, net of costs * | 0 | 149,158 | |
| Disposals of treasury shares | 0 | 56 | |
| Dividend for previous fiscal year | -21,887 | -8,891 | |
| Net changes in borrowings | 108,583 | 20,749 | |
| Net changes in other loans | 0 | 0 | |
| Net finance costs paid | -13,634 | -13,574 | |
| Repayment of financial debts of acquired or merged companies | -2,150 | -36,258 | |
| Repayment of working capital of acquired or merged companies | -45,077 | -60,581 | |
| Net cash from financing activities | 25,835 | 50,659 | |
| TOTAL CASH FLOW FOR THE PERIOD | |||
| Total cash flow for the period | 1,349 | 2,442 | |
| RECONCILIATION WITH BALANCE SHEET | |||
| Cash and cash equivalents at beginning of period | 3,598 | 1,156 | |
| Total cash flow for the period | 1,349 | 2,442 | |
| Cash and cash equivalents at end of period | 36 | 4,947 | 3,598 |
* Some types of capital increases (contributions in kind, partial demergers) do not result in any cash flow.
| Year ending on 30 June (x €1,000) |
1/07/2014 | Capital increase in cash |
Capital increase in kind |
Acquisitions / disposals of treasury shares |
Consolidated comprehensive income |
Appropriation of the result |
Roundings | 30/06/2015 |
|---|---|---|---|---|---|---|---|---|
| Capital | 264,231 | 78,812 | 17,591 | 0 | 0 | 0 | -1 | 360,633 |
| Share premium account | 64,729 | 70,580 | 16,079 | 0 | 0 | 0 | 0 | 151,388 |
| Reserves | 46,730 | 0 | 0 | 56 | -7,613 | 1,912 | -1 | 41,084 |
| a. Legal reserve | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| b. Reserve for the balance of changes in fair value of investment properties |
91,863 | 0 | 0 | 0 | 0 | 3,816 | 0 | 95,679 |
| c. Reserve for estimated transaction costs resulting from hypothetical disposal of investment properties |
-17,582 | 0 | 0 | 0 | -7,432 | 0 | -1 | -25,015 |
| d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS |
-19,484 | 0 | 0 | 0 | -181 | -1 | -1 | -19,667 |
| e. Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS |
-15,729 | 0 | 0 | 0 | 0 | -2,989 | 1 | -18,717 |
| h. Reserve for treasury shares |
-56 | 0 | 0 | 56 | 0 | 0 | 0 | 0 |
| k. Reserve for deferred taxes on investment properties located abroad |
0 | 0 | 0 | 0 | 0 | 244 | 0 | 244 |
| m. Other reserves | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| n. Result brought forward from previous years |
7,718 | 0 | 0 | 0 | 0 | 842 | 0 | 8,560 |
| Profit (loss) | 21,385 | 0 | 0 | 0 | 45,165 | -21,385 | 0 | 45,165 |
| Equity attributable to owners of the parent |
397,075 | 149,392 | 33,670 | 56 | 37,552 | -19,473 | -2 | 598,270 |
| Non-controlling interests | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| TOTAL EQUITY | 397,075 | 149,392 | 33,670 | 56 | 37,552 | -19,473 | -2 | 598,270 |
| Year ending on 30 June (x €1,000) |
1/07/2015 | Capital increase in cash |
Capital increase in kind |
Acquisitions / disposals of treasury shares |
Consolidated comprehensive income |
Appropriation of the result |
Roundings | 30/06/2016 |
|---|---|---|---|---|---|---|---|---|
| Capital | 360,633 | 1 | 3,833 | 0 | 0 | 0 | 0 | 364,467 |
| Share premium account | 151,388 | 0 | 4,121 | 0 | 0 | 0 | 0 | 155,509 |
| Reserves | 41,084 | 0 | 0 | 0 | -3,893 | 23,315 | 1 | 60,507 |
| a. Legal reserve | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| b. Reserve for the balance of changes in fair value of investment properties |
95,679 | 0 | 0 | 0 | 0 | 19,686 | 1 | 115,366 |
| c. Reserve for estimated transaction costs resulting from hypothetical disposal of investment properties |
-25,015 | 0 | 0 | 0 | 0 | 0 | 0 | -25,015 |
| d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS |
-19,667 | 0 | 0 | 0 | -3,893 | 0 | 0 | -23,560 |
| e. Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS |
-18,717 | 0 | 0 | 0 | 0 | 461 | 0 | -18,256 |
| h. Reserve for treasury shares |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| k. Reserve for deferred taxes on investment properties located abroad |
244 | 0 | 0 | 0 | 0 | -134 | 0 | 110 |
| m. Other reserves | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| n. Result brought forward from previous years |
8,560 | 0 | 0 | 0 | 0 | 3,302 | 0 | 11,862 |
| Profit (loss) | 45,165 | 0 | 0 | 0 | 40,266 | -45,165 | 0 | 40,266 |
| Equity attributable to owners of the parent |
598,270 | 1 | 7,954 | 0 | 36,373 | -21,850 | 1 | 620,749 |
| Non-controlling interests | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| TOTAL EQUITY | 598,270 | 1 | 7,954 | 0 | 36,373 | -21,850 | 1 | 620,749 |
Aedifica SA (referred to in the financial statements as "the Company", "the Parent" or "the Group") is a limited liability company having opted for public Regulated Real Estate Company (RREC) status under Belgian law. Its primary shareholders are listed in Note 38. The address of its registered office is the following:
Avenue Louise 331-333, B-1050 Brussels (telephone: +32 (0)2 626 07 70)
Aedifica aims to position itself as a market leader among listed Belgian healthcare real estate companies, in particular in terms of senior housing. Its strategy is focused on the underlying demographic trend toward population ageing in Europe and the specific needs this trend implies in terms of care and housing. The Company aims to create a balanced portfolio that generates recurring revenues and offers potential for capital gains.
The Group mainly concentrates its activity in the senior housing segment, but is also active in apartment buildings and hotels and other building types.
The Company's shares are listed on the Euronext Brussels (continuous market), as they have been since October 2006.
Publication of the Consolidated Financial Statements was approved by the Board of Directors on 2 September 2016. The Company's shareholders have the power to amend the Consolidated Financial Statements after issue at the Annual General Meeting, to be held on 28 October 2016.
The Consolidated Financial Statements cover the 12-month period ending 30 June 2016. They have been prepared in conformity with "International Financial Reporting Standards" ("IFRS") and the interpretations of the "International Financial Reporting Interpretations Committee" ("IFRIC"), issued as of 30 June 2016 and approved by the European Union ("EU").
These are fully in line with the standards and interpretations published by the "International Accounting Standards Board" ("IASB") applicable as of 30 June 2016. Elements of IAS 39 that were rejected by the EU are not applicable for the Aedifica group. The Consolidated Financial Statements have also been prepared in accordance with the spirit and provisions of the Royal Decree of 13 July 2014 on Regulated Real Estate Companies.
The Consolidated Financial Statements are prepared in Euros, and presented in thousands of Euros.
The Consolidated Financial Statements have been prepared with application of the historical cost convention, except for the following assets and liabilities, which are measured at fair value: investment properties, investment properties held for sale, financial assets and liabilities held for hedging or held for trading (mainly derivatives), and put options granted to non-controlling shareholders.
The Consolidated Financial Statements have been prepared in accordance with accrual accounting principles on a going concern basis.
The preparation of the Consolidated Financial Statements in conformity with IFRS requires significant judgment in the application of accounting policies (including the classification of lease contracts, identification of business combinations, and calculation of deferred taxes) and the use of certain accounting estimates (such as impairment tests involving goodwill). Underlying assumptions are based on prior experience, input from third parties (notably real estate experts), and on other relevant factors. Actual results may vary on the basis of these estimations. Consequently, the assumptions and estimates are regularly revisited and modified as necessary.
No new and amended standards and interpretations are applicable for the Group since 1 July 2015.
Several new standards, as well as amendments and interpretations related to existing standards have been issued and will become mandatory for application in financial years beginning on or after 1 July 2016. These changes, which the Aedifica group has not adopted anticipatively, include the following (as of 30 June 2016):
The Group is currently evaluating the impacts of the above-listed changes.
The main significant accounting policies applied during the preparation of the Consolidated Financial Statements are presented below. These methods were applied consistently to all previous financial years, with the exception of rule I.C.1.3 ("Treatment of differences at the time of acquisition"), which has been prospectively modified as of 1 July 2015 in order to (i) simplify the accounting method for recognising transfer taxes and (ii) align itself with the practices of other REIT (Real Estate Investment Trusts) in Belgium and or in other countries. Up to 30 June 2015, when an acquisition was made, transfer taxes applicable to a later, theoretical sale were directly entered in equity and any change in the fair value of the properties during the financial year, was recognised in the income statement. Since 1 July 2015, both the transfer taxes on acquisitions and any change in the fair value of the properties during the financial year are immediately recognised in the income statement. This change in accounting method explains why line II.A. of the Consolidated statement of comprehensive income presents a nil amount as of 30 June 2016, but €7 million as of 30 June 2015. This change has no effect on equity. The I.C.1.3. rule is now as follows: If, for an acquisition such as defined in section I.C.1.1 ("Acquisition value") above, the value of the buildings determined by the independent expert at fair value is different to the acquisition value defined in section I.C.1.1, the difference (after subtracting the exit tax) is booked in the income statement under line "XVIII. Changes in fair value of investment properties".
The numbering of the paragraphs below refers to the lines presented on the balance sheet and income statement.
All entities for which Aedifica directly or indirectly holds more than half of the voting rights or has the power to control operations are considered subsidiaries and included in the scope of consolidation. In accordance with IFRS 10, subsidiaries are fully consolidated as from the date on which control is transferred to the Group; they are de-consolidated as from the date that control ceases. All intercompany transactions, balances, and unrealised gains and losses on transactions between the Group's companies are eliminated.
Business combinations are recognized using the purchase method in accordance with IFRS 3. The excess of the acquisition cost over the fair value of the Group's share of the net identifiable assets of the acquired business at the date of acquisition is recognized as goodwill (an asset). In the event that this value is negative, it is recognized immediately in profit. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses.
Intangible assets are capitalised as assets at their acquisition cost and are amortised using the straight-line method at annual rates between 25 % and 30 %.
If the acquisition of a building takes place by cash payment, through the acquisition of shares of a real estate company, through the non-monetary contribution of a building against the issuance of new shares, by merger through takeover of a property, or by a partial de-merger, the deed costs, audit and consultancy costs, reinvestment bank fees, costs of lifting security on the financing of the absorbed company, and other costs relating to the merger are also considered part of the acquisition cost and capitalised in the asset accounts on the balance sheet.
Properties in the Group's portfolio or which enter into its portfolio, either with payment in cash or in kind, are valued by independent experts at their fair value.
The fair value of investment properties located in Belgium is calculated as follows:
The average transaction cost defined by BEAMA is revised annually and adjusted as necessary in increments of 0.5 %. Experts attest to the percentage deducted and retained in regular reports to shareholders; it currently amounts to 2.5 %.
The fair value of investment properties located abroad take into account locally applicable legal costs.
This rule changed effective 1 July 2015 (see previous page).
If, for acquisitions such as those defined in section IC 1.1 ("Acquisition value") above, the fair value determined by the independent expert is different than the acquisition value defined in section I.C.1.1, the difference (after subtracting the exit tax) is booked in the income statement under line "XVIII. Changes in fair value of investment properties".
Costs incurred by Aedifica for works carried out on investment properties are accounted for using one of two distinct methods, depending on the nature of the costs. The cost of repairs and maintenance, which neither add new functionality nor constitute a significant enhancement or upgrade to the building, are recognised as expenses as incurred and, thus, deducted from profit for the year. Subsequent expenditures related to two types of works projects are capitalised as assets on the Company's balance sheet:
a) Major renovations and extensions: these usually take place every 25 to 35 years and represent an almost complete renovation of the building, often reusing parts of the original building and applying the most up-to-date building techniques. Upon completion of these major renovation projects, the buildings are considered as new and are presented as such in the real estate portfolio.
b) Upgrades: these consist of occasional works that add new functionality, increase capacity, or significantly enhance or upgrade the building, making it possible to raise rents, and thus increasing the building's estimated rental income.
The appreciation in building values as a result of these projects is generally recognised by experts, which validates the probability that future benefits will flow to the Group as a result of the investment. Thus, all costs directly attributable to these types of works projects are capitalised in assets on the balance sheet. Attributable costs include but are not limited to: direct materials, contractor fees, technical studies, and architectural fees (up to 30 June 2006, only the cost of external architects were deemed eligible; since that time, the cost of both internal and external architects is included). Any excess of these costs over fair value is recognised as an expense in the income statement.
Borrowing costs are capitalised for all qualifying works projects with duration of more than one year.
In accordance with IAS 40, Aedifica applies the fair value model and does not recognise depreciation on its properties, the rights in rem on properties, or on properties rented to the Company under finance leases.
Real estate properties held by Aedifica and by the subsidiaries under its control are valued by experts each time the Company proceeds to issue new shares, list shares on the stock exchange, or repurchase shares other than through the stock exchange. While Aedifica is not bound by this valuation, any issue or repurchase price set below this level must be justified (in the form of a special report).
A new valuation is not required when a share issuance falls within four months of the last valuation of the property concerned, so long as the experts confirm that neither the economic situation nor the physical state of the property make a new valuation necessary.
Real estate experts perform a calculation of fair value at the end of the first three quarters of the financial year based on the conditions of the properties and on fluctuations observed in the real estate market. This valuation is carried out on a building-bybuilding basis and covers Aedifica's entire real estate portfolio, including properties held by its subsidiaries.
At the end of each financial year, an expert conducts a precise valuation of the following items:
These valuations are binding for Aedifica and must be reflected in the accounts. Thus, the carrying amount of the properties in the accounts corresponds to the fair value at which they are assessed by Aedifica's independent experts.
Changes in the fair value of real estate properties, as determined by independent experts, arise each time the value is assessed. They are accounted for in the income statement.
Upon disposal of an investment property, the gain or loss on disposal is recognised in the income statement, in line "XVI. Gains and losses on disposals of investment properties".
Any investment property occupied by Aedifica is transferred to the line "other tangible assets" of the balance sheet. Its fair value at the time of the transfer becomes its deemed acquisition cost. If the Company only occupies a small part of the building, the whole building is recognised as "investment property" in the balance sheet and continues to be carried at fair value.
Buildings under construction, renovation, or extension, which are considered development projects are recognised on the balance sheet at historical cost, including transfer taxes, non-recoverable VAT and indirect expenses (capitalised interest, insurance, legal fees, architectural fees, consulting fees, etc.). If the historical cost deviates from the fair value appraised by the independent expert, the deviation is recognised in the income statement in order to bring the carrying amount in line with the fair value. Costs incurred in the preliminary phase of development projects are recognised at their historical value.
Tangible assets with definite useful lives, which fall outside the scope of investment property, are initially recognised at their acquisition cost. The components approach is not applied (based on materiality criteria). Depreciation is charged on a linear basis using the pro rata temporis method. Thus, if the financial year does not cover 12 months (i.e. in case of a change in the Company's year-end), the depreciation charge is adjusted accordingly. As residual values are considered marginal, accumulated depreciation is expected to cover the total acquisition cost of each item included in other tangible assets.
The following depreciation rates are applied:
When a derivative provides cash flow hedges to cover a specific risk arising from a financial asset or a firm commitment or a highly probable transaction liability and meets the criteria for hedge accounting under IAS 39, the effective portion of the income or expense is recognised directly in equity (line "I.C.d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS"). The ineffective portion is recognised in the income statement.
When a derivative does not meet the criteria for hedge accounting under IAS 39, it is recognised on the balance sheet at its fair value, and changes in fair value are recognised in the income statement as they occur. The same treatment is applied for hedging instruments showing a negative fair value.
Financial assets available for sale are valued at fair value (market value if available, otherwise acquisition value). Changes in fair value are recognised in equity (under "I.C.i. Reserve for the balance of changes in fair value of financial assets available for sale"). Receivables are valued at amortised cost.
When a building is acquired outside of Belgium, the net income generated is subject to a foreign income tax. Deferred taxes are recognised on the balance sheet in relation to any unrealised gains (temporary difference between the fair value and the assessed value used for tax purposes of the building in question).
Properties that are considered non-strategic and which are intended to be sold are included in line II.A. They are recognised at fair value, in accordance with IFRS 5.
Receivables are measured at amortised cost. Impairments are recognised when the insolvency of the debtor is confirmed.
Costs incurred during the year, which relate partially or in full to the following year, are recognised on a proportional basis as deferred charges. Revenues and portions of revenues earned over the course of one or several subsequent financial years, but which are also related to the current year, are recognised in income for the amount earned in the current year.
A provision is recognized on the balance sheet when the Group has an implicit or explicit legal obligation as a result of a past event, and for which it is probable the resources will be used to extinguish this obligation. Provisions are measured by calculating the present value of expected cash flows using a market interest rate. They are reflected as a liability on the balance sheet.
The Company can commit itself to acquire the non-controlling shareholdings owned by third parties in subsidiaries, should these third parties wish to exercise their put options. The exercise price of such options granted to non-controlling interest is reflected on the balance sheet on line "I.C.b. Other non-current financial liabilities – Other".
When a building is acquired outside of Belgium, the net income generated is subject to a foreign income tax. Deferred taxes are recognised on the balance sheet in relation to any unrealised gains (temporary difference between the fair value and the assessed value used for tax purposes of the building in question).
Debts are recognized at amortised cost at the year-end date. Debts denominated in foreign currencies are converted into Euros using the spot rate on the year-end date.
Damages and interests paid by a lessee for breach of contract are recognised in the income statement at the time of receipt.
The objective of lines I through XV is to reflect the operating profit generated by the Company's rental property portfolio (operating leases in accordance with IAS 17), including general operating costs.
The objective of lines XVI through XVIII is to reflect in the income statement all transactions and accounting adjustments related to the value of the Company's portfolio:
The Board of Directors values commitments and contingencies at the nominal value of the legal obligation as stated in the contract; in the absence of a nominal value or in exceptional cases, these values are disclosed for information purposes.
Aedifica's insurance contracts are considered defined contribution plans. These contracts are analysed in Note 39.
13 – Aedifica – Annual Financial Report 2015/2016
The following operating segments have been identified with application of IFRS 8:
These three operating segments are consistent with the internal reports provided to the Group's chief operating decisionmakers, as required under IFRS 8. The accounting policies presented in Note 2 are used for internal reporting purposes, including segment reporting.
All revenues are earned from external clients located in the Company's country of residence (Belgium: €51,567 thousand) with the exception of revenues from Germany (€7,827 thousand) and The Netherlands (€428 thousand), and all non-current assets are located in Belgium, with the exception of €130,590 thousand located in Germany and €28,035 thousand in The Netherlands. In 2014/2015, all revenues were earned from external clients located in the Company's country of residence (Belgium: €45,008 thousand) with the exception of revenues from Germany (€4,895 thousand), and all non-current assets were located in Belgium, with the exception of €119,800 thousand located in Germany.
Each group of entities that falls under common control is considered as a single customer under IFRS 8. Revenues generated through transactions with a single customer representing more than 10 % of the Company's total revenues must be disclosed. This requirement applies to:
Rents mentioned here represent the turnover realised by the Company over the duration of the financial year, which differ from the contractual rents (representing the agreements in place at the time of the year-end closure) on which the analyses included in the Property Report of this Annual Financial Report are based (refer to sections 3.7 and 3.8 of the Property Report).
| Year ending on 30 June (x €1,000) | 2015 | ||||||
|---|---|---|---|---|---|---|---|
| Senior housing |
Apartment buildings |
Hotels and other |
Non-allocated | Inter segment items* |
TOTAL | ||
| SEGMENT RESULT | |||||||
| I. | Rental income | 34,082 | 11,949 | 3,986 | 0 | -114 | 49,903 |
| II. | Writeback of lease payments sold and discounted |
0 | 0 | 0 | 0 | 0 | 0 |
| III. | Rental-related charges | -1 | -49 | 0 | 0 | 0 | -50 |
| Net rental income | 34,081 | 11,900 | 3,986 | 0 | -114 | 49,853 | |
| IV. | Recovery of property charges | 0 | 30 | 2 | 0 | 0 | 32 |
| V. | Recovery of rental charges and taxes normally paid by tenants on let properties |
547 | 884 | 145 | 235 | 0 | 1,811 |
| VI. | Costs payable by the tenant and borne by the landlord on rental damage and repair at end of lease |
0 | 0 | 0 | 0 | 0 | 0 |
| VII. | Rental charges and taxes normally paid by tenants on let properties |
-547 | -884 | -145 | -235 | 0 | -1,811 |
| VIII. | Other rental-related income and charges | -74 | -1,494 | 5 | 0 | 0 | -1,563 |
| Property result | 34,007 | 10,436 | 3,993 | 0 | -114 | 48,322 | |
| IX. | Technical costs | -35 | -916 | -18 | -101 | -1 | -1,071 |
| X. | Commercial costs | 0 | -492 | 0 | 0 | 0 | -492 |
| XI. | Charges and taxes on unlet properties | 0 | -124 | -7 | 0 | 0 | -131 |
| XII. | Property management costs | -133 | -760 | 0 | 0 | 1 | -892 |
| XIII. | Other property charges | -11 | -1,185 | -19 | -372 | -1 | -1,588 |
| Property charges | -179 | -3,477 | -44 | -473 | -1 | -4,174 | |
| Property operating result | 33,828 | 6,959 | 3,949 | -473 | -115 | 44,148 | |
| XIV. | Overheads | -92 | -81 | 0 | -5,296 | 114 | -5,355 |
| XV. | Other operating income and charges OPERATING RESULT BEFORE RESULT ON PORTFOLIO |
134 33,870 |
66 6,944 |
0 3,949 |
29 -5,740 |
0 -1 |
229 39,022 |
| SEGMENT ASSETS | |||||||
| Marketable investment properties | 694,467 | 214,461 | 72,696 | - | - | 981,624 | |
| Development projects | - | - | - | 21,734 | - | 21,734 | |
| Investment properties | 1,003,358 | ||||||
| Assets classified as held for sale | 1,805 | 0 | 0 | - | - | 1,805 | |
| Other assets | - | - | - | 15,121 | - | 15,121 | |
| Total assets | 1,020,284 | ||||||
| SEGMENT DEPRECIATION | 0 | -578 | 0 | -92 | 0 | -670 | |
| SEGMENT INVESTMENTS | |||||||
| Marketable investment properties | 184,871 | 0 | 0 | - | - | 184,871 | |
| Development projects | - | - | - | 1,526 | - | 1,526 | |
| Investment properties | 184,871 | 0 | 0 | 1,526 | 0 | 186,397 | |
| VALUE | INVESTMENT PROPERTIES IN ACQUISITION | 640,638 | 201,688 | 70,978 | - | - | 913,304 |
| CHANGES IN FAIR VALUE OF INVESTMENT PROPERTIES |
13,343 | 1,061 | 125 | 4,730 | - | 19,259 | |
| VALUE INSURED | 572,643 | 191,941 | 77,105 | - | - | 841,689 | |
| GROSS YIELD IN FAIR VALUE | 5.9% | 5.4% | 6.2% | - | - | 5.8% |
* Mainly elimination of the internal rent for the administrative offices of the Company.
| Year ending on 30 June (x €1,000) | 2016 | ||||||
|---|---|---|---|---|---|---|---|
| Senior housing | Apartment buildings |
Hotels and other |
Non allocated |
Inter segment items* |
TOTAL | ||
| SEGMENT RESULT | |||||||
| I. | Rental income | 44,033 | 11,828 | 4,080 | 0 | -119 | 59,822 |
| II. | Writeback of lease payments sold and discounted |
0 | 0 | 0 | 0 | 0 | 0 |
| III. | Rental-related charges | -6 | -29 | 0 | 0 | 0 | -35 |
| Net rental income | 44,027 | 11,799 | 4,080 | 0 | -119 | 59,787 | |
| IV. | Recovery of property charges | 0 | 25 | 0 | 0 | 0 | 25 |
| V. | Recovery of rental charges and taxes normally paid by tenants on let properties |
983 | 1,043 | 38 | 0 | 0 | 2,064 |
| VI. | Costs payable by the tenant and borne by the landlord on rental damage and repair at end of lease |
0 | 0 | 0 | 0 | 0 | 0 |
| VII. | Rental charges and taxes normally paid by tenants on let properties |
-983 | -1,043 | -38 | 0 | 0 | -2,064 |
| VIII. | Other rental-related income and charges | -150 | -1,310 | 6 | 0 | 0 | -1,454 |
| Property result | 43,877 | 10,514 | 4,086 | 0 | -119 | 58,358 | |
| IX. | Technical costs | -110 | -913 | -18 | -78 | 0 | -1,119 |
| X. | Commercial costs | -24 | -559 | 0 | -1 | 0 | -584 |
| XI. | Charges and taxes on unlet properties | 0 | -113 | -6 | 0 | 0 | -119 |
| XII. | Property management costs | -310 | -676 | 0 | -51 | 0 | -1,037 |
| XIII. | Other property charges | -17 | -1,201 | -23 | -11 | 0 | -1,252 |
| Property charges | -461 | -3,462 | -47 | -141 | 0 | -4,111 | |
| Property operating result | 43,416 | 7,052 | 4,039 | -141 | -119 | 54,247 | |
| XIV. | Overheads | -50 | -84 | 0 | -6,679 | 119 | -6,694 |
| XV. | Other operating income and charges | 33 | 37 | 3 | -12 | 0 | 61 |
| OPERATING RESULT BEFORE RESULT ON PORTFOLIO |
43,399 | 7,005 | 4,042 | -6,832 | 0 | 47,614 | |
| SEGMENT ASSETS | |||||||
| Marketable investment properties | 835,300 | 219,332 | 71,657 | - | - | 1,126,289 | |
| Development projects | - | - | - | 25,924 | - | 25,924 | |
| Investment properties | 1,152,213 | ||||||
| Assets classified as held for sale | 4,621 | 0 | 0 | - | - | 4,621 | |
| Other assets | - | - | - | 16,328 | - | 16,328 | |
| Total assets | 1,173,162 | ||||||
| SEGMENT DEPRECIATION | 0 | -575 | 0 | -126 | 0 | -701 | |
| SEGMENT INVESTMENTS | |||||||
| Marketable investment properties | 105,169 | 0 | 0 | - | - | 105,169 | |
| Development projects | - | - | - | 5,089 | - | 5,089 | |
| Investment properties | 105,169 | 0 | 0 | 5,089 | 0 | 110,258 | |
| VALUE | INVESTMENT PROPERTIES IN ACQUISITION | 755,662 | 201,688 | 70,978 | - | - | 1,028,328 |
| CHANGES IN FAIR VALUE OF INVESTMENT PROPERTIES |
17,589 | 338 | -1,062 | -6,090 | - | 10,775 | |
| VALUE INSURED | 809,808 | 241,990 | 76,269 | - | - | 1,128,067 | |
| GROSS YIELD IN FAIR VALUE | 5.9% | 5.3% | 6.3% | - | - | 5.8% |
* Mainly elimination of the internal rent for the administrative offices of the Company.
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| Rents earned | 59,781 | 49,844 |
| Guaranteed income | 0 | 0 |
| Cost of rent free periods | -22 | -23 |
| Indemnities for early termination of rental contracts | 63 | 82 |
| TOTAL | 59,822 | 49,903 |
The Group rents its buildings exclusively under operating leases.
The increase in rents earned is linked to the portfolio's growth during 2015/2016 and 2014/2015 financial years.
The schedule of future minimum lease payments to be collected under non-cancellable operating leases required by IAS 17 is based on the following assumptions, which are extremely conservative:
Future minimum lease payments to be collected under non-cancellable operating leases are presented as follow:
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| Not later than one year | 57,621 | 49,573 |
| Later than one year and not later than five years | 218,316 | 185,327 |
| Later than five years | 995,337 | 883,244 |
| TOTAL | 1,271,274 | 1,118,144 |
Rental income includes contingent rents amounting to €84 thousand (30 June 2014: €41 thousand).
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| Rents payable as lessee | -20 | -17 |
| Write-downs on trade receivables | -15 | -33 |
| TOTAL | -35 | -50 |
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| Indemnities on rental damage | 25 | 32 |
| TOTAL | 25 | 32 |
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| Rebilling of rental charges invoiced to the landlord | 1,170 | 785 |
| Rebilling of property taxes and other taxes on let properties | 894 | 1,026 |
| TOTAL | 2,064 | 1,811 |
Aedifica has not paid any amounts justifying particular mention in relation to costs payable by tenants and borne by the landlord on rental damage and/or repairs at the end of the lease term.
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| Rental charges invoiced to the landlord | -1,170 | -785 |
| Property taxes and other taxes on let properties | -894 | -1,026 |
| TOTAL | -2,064 | -1,811 |
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| Cleaning | -274 | -332 |
| Energy | -307 | -318 |
| Depreciation of furniture | -539 | -569 |
| Employee benefits | -247 | -260 |
| Other | -87 | -84 |
| TOTAL | -1,454 | -1,563 |
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| Recurring technical costs | ||
| Repair | -338 | -369 |
| Insurance | -95 | -81 |
| Employee benefits | -386 | -383 |
| Maintenance | -126 | -110 |
| Expert fees | -174 | -128 |
| TOTAL | -1,119 | -1,071 |
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| Letting fees paid to real estate brokers | -263 | -244 |
| Marketing | -191 | -227 |
| Fees paid to lawyers and other legal costs | -49 | -14 |
| Other | -81 | -7 |
| TOTAL | -584 | -492 |
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| Charges | -119 | -131 |
| TOTAL | -119 | -131 |
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| Fees paid to external property managers | -165 | -118 |
| Internal property management expenses | -872 | -774 |
| TOTAL | -1,037 | -892 |
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| Property taxes and other taxes | -1,252 | -1,588 |
| TOTAL | -1,252 | -1,588 |
A number of disputes are ongoing with respect to local taxes; Aedifica continues to defend its position in these cases. The disputed amounts have been recognised as an expense and have been paid.
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| Lawyers/notaries | -306 | -337 |
| Auditors | -126 | -72 |
| Real estate experts | -671 | -599 |
| IT | -131 | -139 |
| Insurance | -65 | -56 |
| Public relations, communication, marketing, publicity | -339 | -258 |
| Directors and executive management | -1,987 | -1,577 |
| Employee benefits | -1,214 | -1,038 |
| Depreciation and amortisation of other assets | -162 | -101 |
| Tax expense | -575 | -418 |
| Other | -1,118 | -760 |
| TOTAL | -6,694 | -5,355 |
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| Recovery of damage expenses | 27 | 6 |
| Other | 34 | 223 |
| TOTAL | 61 | 229 |
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| Net sale of properties (selling price - transaction costs) | 2,656 | 15,943 |
| Carrying amount of properties sold | -1,925 | -15,515 |
| TOTAL | 731 | 428 |
Over the course of the current and previous financial years, Aedifica has not recognised any gains or losses from the sale of other non-financial assets.
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| Positive changes | 22,396 | 34,209 |
| Negative changes | -11,621 | -14,950 |
| TOTAL | 10,775 | 19,259 |
| of which: marketable investment properties | 16,865 | 14,529 |
| development projects | -6,090 | 4,730 |
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| Interests earned | 59 | 31 |
| Other | 224 | 447 |
| TOTAL | 283 | 478 |
The 2015/2015 financial income included €0.1 million of non-recurrent income. This amount represents the fee paid to Aedifica at the time of the contributions-in-kind of 17 December 2015 and 24 March 2016 as compensation for the allocation of full dividend rights for the 2015/2016 financial year to the new shares issued that day.
The 2014/2015 financial income includes €0.4 million of non-recurrent income. This amount represents the fee paid to Aedifica at the time of the partial demerger on 4 December 2014 as compensation for the allocation of full dividend rights for the 2014/2015 financial year to the new shares issued that day.
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| Nominal interest on borrowings | -5,580 | -6,753 |
| Charges arising from authorised hedging instruments | ||
| Authorised hedging instruments qualifying for hedge accounting as defined under IFRS | -3,440 | -3,566 |
| Authorised hedging instruments not qualifying for hedge accounting as defined under IFRS | -3,255 | -3,186 |
| Subtotal | -6,695 | -6,752 |
| Income arising from authorised hedging instruments | ||
| Authorised hedging instruments qualifying for hedge accounting as defined under IFRS | 0 | 0 |
| Authorised hedging instruments not qualifying for hedge accounting as defined under IFRS | 0 | 1 |
| Subtotal | 0 | 1 |
| Capitalised borrowings costs | 372 | 675 |
| Other interest charges | -1 | -4 |
| TOTAL | -11,904 | -12,833 |
Charges and income arising from hedging instruments represents Aedifica's cash interest receipts or payments related to derivatives presented in Note 32 and detailed in Note 33. Changes in the fair value of these derivatives are listed in Note 47 and recognised in the income statement.
| (x €1,000) | 2015 | |
|---|---|---|
| Bank charges and other commissions | -1,049 | -746 |
| Other | -38 | -46 |
| TOTAL | -1,087 | -792 |
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| Parent | ||
| Profit before tax (loss) | 41,009 | 39,848 |
| Effect of the Belgian REIT tax regime | -41,009 | -39,848 |
| Taxable result in Belgium based on non-deductible costs | 381 | 264 |
| Belgian current tax at rate of 33,99% | -130 | -90 |
| Belgian current tax regularisation for the previous year | -1 | 0 |
| Foreign current tax | -213 | -180 |
| Foreign deferred taxes: originations | 108 | 142 |
| Foreign deferred taxes: reversals | -432 | -276 |
| Subtotal | -668 | -404 |
| Subsidiaries | ||
| Belgian current tax | -147 | -100 |
| Foreign current tax | -90 | -6 |
| Foreign deferred taxes: originations | 802 | 0 |
| Foreign deferred taxes: reversals | -358 | -261 |
| Subtotal | 207 | -367 |
| TOTAL | -461 | -771 |
FINANCIAL STATEMENTS
The corporate taxes are composed of current taxes and deferred taxes.
Current taxes consist primarily of Belgian tax on Aedifica's non-deductible expenditures (since Belgian REITs benefit from a specific tax regime, leading to the taxation of only non-deductible costs, such as regional taxes, car costs, representation costs, social costs, donations, etc.), tax generated abroad and tax on the result of the consolidated subsidiaries.
Deferred taxes arose from the recognition at fair value of buildings located abroad in conformity with IAS 40. This deferred tax (with no monetary impact, that is to say, non-cash) is thus excluded from the result excluding changes in fair value (see Note 54).
Aedifica has not recognised any exit tax in the income statement.
The earnings per share ("EPS" as defined by IAS 33) is calculated as follows:
| 2016 | 2015 | |
|---|---|---|
| Profit (loss) (Owners of the parent) (x €1,000) | 40,266 | 45,165 |
| Weighted average number of shares outstanding during the period | 14,122,758 | 10,658,981 |
| Basic EPS (in €) | 2.85 | 4.24 |
| Diluted EPS (in €) | 2.85 | 4.24 |
Aedifica uses profit excluding changes in fair value to measure its operational and financial performance; however, this performance measure is not defined under IFRS. Profit excluding changes in fair value represents the profit (attributable to owners of the Parent) after removing exclusively changes in fair value of investment properties (and the movements of deferred taxes related to these) and hedging instruments. The definition of profit excluding changes in fair value as applied to Aedifica's financial statements may differ from that used in the financial statements of other companies.
Profit excluding changes in fair value is calculated as follows:
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| Profit (loss) (Owners of the parent) | 40,266 | 45,165 |
| Less: Changes in fair value of investment properties (see Note 20) | -10,775 | -19,259 |
| Less: Gain and losses on disposal of investment properties (see Note 18) | -731 | -428 |
| Less: Deferred taxes (see Note 54) | -120 | 395 |
| Less: Changes in fair value of financial assets and liabilities (see Note 47) | 5,685 | -374 |
| Roundings | 1 | -1 |
| Profit excl. changes in fair value (before gains and losses on disposals of investment properties) | 34,326 | 25,498 |
| Weighted average number of shares outstanding during the period | 14,122,758 | 10,658,981 |
|---|---|---|
| EPS excl. changes in fair value (before gains and losses on disposals of investment properties - in €) | 2.43 | 2.39 |
| (x €1,000) | 2015 | |
|---|---|---|
| Gross value at the beginning of the year | 1,856 | 1,856 |
| Cumulative impairment losses at the beginning of the year | 0 | |
| Carrying amount at the beginning of the year | 1,856 | 1,856 |
| Movements of the year | 0 | 0 |
| CARRYING AMOUNT AT THE END OF THE YEAR | 1,856 | |
| of which: gross value | 1,856 | 1,856 |
| cumulative impairment losses | 0 | 0 |
Goodwill relates to the acquisition of a company that was active in furnished apartment rentals.
In applying IAS 36 – Impairment of Assets, the Group performed an analysis of the carrying amount, principally of goodwill. Goodwill arose from the acquisition of Ixelinvest SA, the original owner of a residential complex that is rented out as apartments on rue Souveraine in Brussels. This complex constitutes the cash-generating unit for the purposes of the goodwill impairment test.
An impairment review, performed by calculating value in use, was carried out to ensure that the carrying value of the cashgenerating unit's assets (fair value of properties of €31 million, carrying amount of furniture of less than €1 million and carrying amount of goodwill for less than €2 million, i.e. €33 million in total) does not exceed their recoverable amount, defined as the higher of (i) the fair value less costs to sell and (ii) the value in use (estimated at €70 million).
In determining the value in use, the Group calculated the present value of the estimated future cash flows expected to arise from the continued use of the assets using a pre-tax discount rate of 3 %. The discount rate applied is based upon the weighted average cost of capital with appropriate adjustment for the relevant risks associated with the businesses, and can vary one year to another depending on market indicators. Estimated future cash flows are based on long-term plans (i.e. over 5 years) for each cash-generating unit, with extrapolation thereafter based on long-term average growth rates for the individual cashgenerating units. This growth rate is set at 1.5 %, in line with expected inflation.
Future cash flows are estimated and may be revised in future periods as underlying assumptions change. Key assumptions in supporting the value of goodwill include long-term interest rates and other market data, captured in the abovementioned pre-tax discount. Should the assumptions vary adversely in the future, the value in use of goodwill may fall below the carrying amount. Based on current valuations, the headroom (estimated at €37 million) appears sufficient to absorb a normal variation of approx. 1.5 % in the pre-tax discount. An impairment on goodwill would be booked for any excess over this headroom.
All intangible assets (consisting mainly of computer software) have a fixed useful life. Amortisation is recognised in income under the line "overheads".
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| Gross value at the beginning of the year | 402 | 305 |
| Depreciation and cumulative impairment losses at the beginning of the year | -300 | -284 |
| Carrying amount at the beginning of the year | 21 | |
| Entries: items acquired separately | 67 | 97 |
| Amortisations | -50 | -16 |
| CARRYING AMOUNT AT THE END OF THE YEAR | 102 | |
| of which: gross value | 468 | 402 |
| amortisations and cumulative impairment losses | -350 | -300 |
| (x €1,000) | Marketable investment properties |
Development projects |
TOTAL |
|---|---|---|---|
| CARRYING AMOUNT AS OF 1/07/2014 | 765,789 | 19,191 | 784,980 |
| Acquisitions | 184,871 | 1,526 | 186,397 |
| Disposals | -15,139 | 0 | -15,139 |
| Capitalised interest charges | 0 | 675 | 675 |
| Capitalised employee benefits | 0 | 20 | 20 |
| Other capitalised expenses | 3,353 | 25,618 | 28,971 |
| Transfers due to completion | 30,026 | -30,026 | 0 |
| Changes in fair value (see Note 20) | 14,529 | 4,730 | 19,259 |
| Other expenses booked in the income statement | 0 | 0 | 0 |
| Transfers to equity | 0 | 0 | 0 |
| Assets classified as held for sale | -1,805 | 0 | -1,805 |
| CARRYING AMOUNT AS OF 30/06/2015 | 981,624 | 21,734 | 1,003,358 |
| CARRYING AMOUNT AS OF 1/07/2015 | 981,624 | 21,734 | 1,003,358 |
| Acquisitions | 105,169 | 5,089 | 110,258 |
| Disposals | -1,925 | 0 | -1,925 |
| Capitalised interest charges | 0 | 372 | 372 |
| Capitalised employee benefits | 0 | 28 | 28 |
| Other capitalised expenses | 6,532 | 25,631 | 32,163 |
| Transfers due to completion | 20,840 | -20,840 | 0 |
| Changes in fair value (see Note 20) | 16,865 | -6,090 | 10,775 |
| Other expenses booked in the income statement | 0 | 0 | 0 |
| Transfers to equity | 0 | 0 | 0 |
| Assets classified as held for sale | -2,816 | 0 | -2,816 |
| CARRYING AMOUNT AS OF 30/06/2016 | 1,126,289 | 25,924 | 1,152,213 |
Determination of fair values depends on market factors and is based on valuations provided by independent experts who hold relevant and recognised professional qualifications and recent experience in the geographic areas and property types included in the Group's portfolio. All investment properties are located in Belgium, in Germany and in The Netherlands.
The fair value of the Group's portfolio of marketable investment properties assessed by independent experts as of 30 June 2016. The average capitalisation rate applied to contractual rents is 5.80 % (in accordance with the valuation methodology – presented in the first bullet of section 1.12 of the Standing Documents included in the 2015/2016 Annual Financial Report). A positive 0.10 % change in the capitalisation rate would lead to a negative change of €19 million in the portfolio's fair value.
Development projects are described in detail in the Property Report included in the 2015/2016 Annual Financial Report.
Assets classified as held for sale (line II.A. included in the assets on the balance sheet) amounts to €4.6 million as of 30 June 2016. These are assisted-living apartments (senior housing) located in Tienen and Aarschot (see section 2.1.7. of the Consolidated Board of Directors' report) that are considered as non-strategic assets.
Acquisitions made during the year are described in detail in the Consolidated Board of Directors' Report included in the 2015/2016 Annual Financial Report.
All investment properties are considered to be at "level 3" on the fair value scale defined under IFRS 13. This scale includes three levels: Level 1: observable listed prices in active markets; Level 2: observable data other than the listed prices included in level 1; Level 3: unobservable data. During the 2015/2016 financial year, there were no transfers between level 1, level 2 and level 3.
The valuation methodologies (approach under which a capitalisation rate is applied to the estimated rental value and another based on the present value of future cash flows) are described in section 1.12 of the "Standing Documents" of the 2015/2016 Annual Financial Report.
The quantitative information presented below in relation to the determination of the fair value of investment properties based on unobservable data (level 3) is taken from various reports produced by the independent real estate experts:
| Type of asset | Fair value as of 30 June 2016 (x €1,000) |
Assessment method |
Unobservable inputs | Min | Max | Weighted average |
|---|---|---|---|---|---|---|
| Senior housing | 839,921 | DCF | ERV / m² | 76 | 331 | 139 |
| Inflation | 1.0% | 1.9% | 1.3% | |||
| Discount rate | 4.9% | 7.3% | 5.7% | |||
| Residual maturity (year) | 3 | 29 | 23 | |||
| Apartment buildings | 219,332 | Capitalisation | ERV / m² | 69 | 175 | 119 |
| Capitalisation rate | 4.7% | 8.4% | 5.5% | |||
| Hotels and other | 71,657 | DCF | ERV / m² | 79 | 125 | 102 |
| Inflation | 1.3% | 2.0% | 1.7% | |||
| Discount rate | 5.9% | 7.8% | 7.2% | |||
| Residual maturity (year) | 21 | 32 | 27 | |||
| Capitalisation | ERV / m² | 86 | 165 | 131 | ||
| Capitalisation rate | 3.4% | 7.5% | 5.3% | |||
| Development projects | 25,924 | DCF | ERV / m² | 91 | 331 | 197 |
| Inflation | 1.3% | 1.3% | 1.3% | |||
| Discount rate | 5.1% | 5.7% | 5.3% | |||
| Residual maturity (year) | 20 | 27 | 25 | |||
| Total | 1,156,834 |
| Type of asset | Fair value as of 30 June 2015 (x €1,000) |
Assessment method |
Unobservable inputs | Min | Max | Weighted average |
|---|---|---|---|---|---|---|
| Senior housing | 696,272 | DCF | ERV / m² | 76 | 218 | 193 |
| Inflation | 1.0% | 1.6% | 1.1% | |||
| Discount rate | 4.7% | 6.9% | 5.6% | |||
| Residual maturity (year) | 4 | 28 | 24 | |||
| Apartment buildings | 214,461 | Capitalisation | ERV / m² | 68 | 201 | 132 |
| Capitalisation rate | 4.6% | 8.8% | 5.6% | |||
| Hotels and other | 72,696 | DCF | ERV / m² | 79 | 125 | 98 |
| Inflation | 1.1% | 2.0% | 1.7% | |||
| Discount rate | 5.7% | 8.1% | 7.1% | |||
| Residual maturity (year) | 22 | 33 | 28 | |||
| Capitalisation | ERV / m² | 86 | 165 | 131 | ||
| Capitalisation rate | 3.3% | 7.4% | 5.2% | |||
| Development projects | 21,734 | DCF | ERV / m² | 89 | 201 | 163 |
| Inflation | 1.0% | 1.0% | 1.0% | |||
| Discount rate | 4.7% | 6.2% | 5.5% | |||
| Residual maturity (year) | 27 | 27 | 27 | |||
| Total | 1,005,163 |
In accordance with legal provisions, properties are revalued four times per year based on valuation reports prepared by the three independent experts appointed by the Company. These valuations are based on:
Reports provided by the independent experts are reviewed by the Company's Valuation & Asset Manager, the Control Manager and the Executive Managers. This includes a review of the changes in fair value over the period. When the Executive Managers consider that the valuation reports of the independent experts are coherent, the valuation report is submitted to the Audit Committee. Following a favourable opinion of the Audit Committee, these reports are submitted to the Board of Directors.
The sensitivity of the fair value measurement to a change of the abovementioned unobservable data is generally as follows (all else being equal):
| Unobservable inputs | Effect on the fair value | |||
|---|---|---|---|---|
| in case of decrease of the unobservable input value |
in case of increase of the unobservable input value |
|||
| ERV / m² | negative | positive | ||
| Capitalisation rate | positive | negative | ||
| Inflation | negative | positive | ||
| Discount rate | positive | negative | ||
| Residual maturity (year) | negative | positive |
Interrelations between unobservable data are possible, as they are determined in part by market conditions.
This Note became redundant with the introduction of the revised IAS 40 "Investment Property" on 1 July 2009. Changes in development projects are now covered in Note 29. Development projects are also described in detail in section 4.2. of the Property Report included in the 2015/2016 Annual Financial Report.
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| Gross value at beginning of the period | 5,531 | 5,080 |
| Depreciation and cumulative impairment losses at beginning of period | -3,697 | -3,169 |
| Carrying amount at beginning of period | 1,834 | 1,911 |
| Additions | 442 | 577 |
| Disposals | 0 | 0 |
| Depreciation | -652 | -654 |
| CARRYING AMOUNT AT END OF PERIOD | 1,834 | |
| of which: gross value | 5,972 | 5,531 |
| depreciations and cumulative impairment losses | -4,348 | -3,697 |
Other tangible assets consist of capital employed in operations (mainly furniture in the furnished apartments).
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| Receivables | ||
| Collateral | 0 | 0 |
| Other non-current receivables | 298 | 349 |
| Assets at fair value through profit or loss | ||
| Hedging instruments (see Note 33) | 496 | 1,048 |
| Other non-current financial assets | ||
| Hedging instruments (see Note 33) | 0 | 0 |
| TOTAL NON-CURRENT FINANCIAL ASSETS | 794 | 1,397 |
| Liabilities at fair value through profit or loss | ||
| Hedging instruments (see Note 33) | -22,361 | -18,383 |
| Other | -1,327 | -1,270 |
| Total non-current financial liabilities | ||
| Hedging instruments (see Note 33) | -23,694 | -19,667 |
| TOTAL OTHER NON-CURRENT FINANCIAL LIABILITIES | -47,382 | -39,320 |
Other non-current receivables (included in "loans and receivables" under IAS 39) generate interest and will be recovered over the course of subsequent fiscal years.
Assets and liabilities recognised at fair value through profit or loss consist principally of hedging instruments for which hedge accounting in the sense of IAS 39 is not applied. However, they serve to hedge against interest rate risks. Other hedging instruments, whether assets or liabilities, meet the criteria set out in IAS 39 for application of hedge accounting. Cash flows generated by all hedges, and/or changes in the fair value recognised in income are covered in Notes 22 and 47.
The other liabilities recognised at fair value through profit or loss (€1,327 thousand) include the put options granted to noncontrolling shareholders (see Notes 47 and 56).
In order to limit the interest rate risk, Aedifica has put in place hedges that turn floating rate debts into fixed rate debt or cappedrate debt (cash flow hedges). All hedges (interest rate swaps or "IRS", caps and collars) relate to existing or highly probable risks. Hedging instruments are either derivatives that meet the strict criteria set by IAS 39 to allow hedge accounting or derivatives which do not meet these criteria but which nonetheless provide economic hedging against interest rate risk. All hedges are entered into in accordance with the hedging policy set out in Note 44. The fair value of hedges is computed by banks based on the present value of expected cash flows and is adapted in accordance with IFRS 13 to reflect the own credit risk ("DVA" or "Debit Valuation Adjustment") and the counterparty credit risk ("CVA" or "Credit Valuation Adjustment"). The table below lists the hedging instruments.
| INSTRUMENT Analysis as at 30 June 2015 |
Notional amount (x €1,000) |
Beginning | Periodicity (months) |
Duration (years) |
First date possible for the call |
Max. interest rate (in %) |
Fair value (x €1,000) |
|---|---|---|---|---|---|---|---|
| IRS* | 10,356 | 1/04/2011 | 3 | 32 | - | 4.89 | -5,398 |
| IRS* | 27,779 | 31/07/2014 | 3 | 29 | - | 4.39 | -10,520 |
| IRS | 15,000 | 2/04/2013 | 3 | 9 | - | 3.50 | -2,925 |
| IRS | 12,000 | 3/06/2013 | 3 | 9 | - | 3.64 | -2,438 |
| IRS | 8,000 | 3/06/2013 | 3 | 9 | - | 3.67 | -1,667 |
| IRS | 25,000 | 2/01/2015 | 3 | 5 | - | 2.99 | -3,015 |
| Cap | 25,000 | 3/11/2014 | 3 | 1 | - | 1.00 | 0 |
| Cap | 25,000 | 1/10/2013 | 3 | 2 | - | 1.00 | 0 |
| Cap | 25,000 | 1/10/2014 | 3 | 1 | - | 1.25 | 0 |
| Cap | 25,000 | 1/11/2015 | 3 | 2 | - | 2.50 | 8 |
| IRS | 25,000 | 3/01/2014 | 3 | 7 | - | 3.10 | -3,631 |
| Cap | 25,000 | 1/11/2014 | 3 | 3 | - | 2.50 | 8 |
| IRS | 25,000 | 2/02/2015 | 3 | 6 | - | 1.94 | -1,946 |
| IRS | 25,000 | 3/11/2014 | 3 | 6 | - | 2.51 | -2,674 |
| IRS | 25,000 | 1/01/2015 | 3 | 3 | - | 0.70 | -362 |
| Cap | 50,000 | 1/10/2015 | 3 | 3 | - | 0.50 | 284 |
| Cap | 50,000 | 1/10/2015 | 3 | 4 | - | 0.35 | 748 |
| IRS | 25,000 | 3/11/2014 | 3 | 6 | - | 2.76 | -3,003 |
| IRS | 25,000 | 1/01/2015 | 3 | 3 | - | 0.89 | -470 |
| Cap | 40,000 | 1/09/2014 | 1 | 1 | - | 0.05 | 0 |
| TOTAL | 513,135 | -37,001 |
* Notional amount depreciable over the duration of the swap. Aedifica and the bank may liquidate in advance these contracts every 10 years.
| INSTRUMENT Analysis as at 30 June 2016 |
Notional amount (x €1,000) |
Beginning | Periodicity (months) |
Duration (years) |
First date possible for the call |
Max. interest rate (in %) |
Fair value (x €1,000) |
|---|---|---|---|---|---|---|---|
| IRS* | 10,175 | 1/04/2011 | 3 | 32 | - | 4.89 | -6,957 |
| IRS* | 26,796 | 31/07/2014 | 3 | 29 | - | 4.39 | -13,585 |
| IRS | 15,000 | 2/04/2013 | 3 | 9 | - | 3.50 | -3,377 |
| IRS | 12,000 | 3/06/2013 | 3 | 9 | - | 3.64 | -2,772 |
| IRS | 8,000 | 3/06/2013 | 3 | 9 | - | 3.67 | -1,907 |
| Cap | 25,000 | 1/11/2015 | 3 | 2 | - | 2.50 | 0 |
| IRS | 25,000 | 3/01/2014 | 3 | 7 | - | 3.10 | -3,919 |
| Cap | 25,000 | 1/11/2014 | 3 | 3 | - | 2.50 | 0 |
| IRS | 25,000 | 2/02/2015 | 3 | 6 | - | 1.94 | -2,351 |
| IRS | 25,000 | 3/11/2014 | 3 | 6 | - | 2.51 | -2,945 |
| IRS | 25,000 | 1/01/2015 | 3 | 3 | - | 0.70 | -329 |
| Cap | 50,000 | 1/10/2015 | 3 | 3 | - | 0.50 | 23 |
| Cap | 50,000 | 1/10/2015 | 3 | 4 | - | 0.35 | 86 |
| IRS | 25,000 | 3/11/2014 | 3 | 6 | - | 2.76 | -3,219 |
| IRS | 25,000 | 1/01/2015 | 3 | 3 | - | 0.89 | -391 |
| IRS | 25,000 | 3/10/2016 | 3 | 5 | - | 2.88 | -4,303 |
| Cap | 8,000 | 6/06/2016 | 1 | 1 | - | 0.00 | 0 |
| Cap | 50,000 | 1/07/2016 | 3 | 4 | - | 0.50 | 72 |
| Cap | 100,000 | 1/11/2017 | 3 | 2 | - | 0.50 | 114 |
| Cap | 50,000 | 1/07/2017 | 3 | 4 | - | 0.50 | 201 |
| TOTAL | 604,971 | -45,559 |
* Notional amount depreciable over the duration of the swap. Aedifica and the bank may liquidate in advance these contracts every 10 years.
The total notional amount of €605 million presented in the table above is broken down as follows:
The total fair value of the hedging instruments presented in the table above (-€45,559 thousand) can be broken down as follows: €496 thousand on line I.E. of the asset side of the consolidated balance sheet (see Note 32) and €46,055 thousand on line I.C.a. of the liability side of the consolidated balance sheet. Taking into account the carrying amount of the upfront premiums paid for the caps (€1,848 thousand), the IAS 39 impact on equity amounts to -€47,407 thousand.
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| Changes in fair of the derivatives | ||
| Beginning of the year | -19,667 | -19,484 |
| Changes in the effective portion of the fair value of hedging instruments (accrued interests) | -10,416 | -6,454 |
| Transfer to the income statement of interests paid on hedging instruments | 6,523 | 6,271 |
| Transfer to the income statement regarding revoked designation | 0 | 0 |
| AT YEAR-END | -23,560 | -19,667 |
The amounts recorded in equity will be transferred to net finance costs, in line with the payment of interest on the hedged financial debt, between 1 July 2016 and 31 July 2043.
The year-end equity value includes the effective part (as defined in IAS 39) of the change in fair value (-€3,893 thousand) of derivatives for which hedge accounting is applied, and the ineffective portion of the 2014/2015 financial year (no charge) that was appropriated in 2015/2016 by decision of the Annual General Meeting held in October 2015. These financial instruments are "level 2" derivatives (according to IFRS 13p81). The ineffective part is €135 thousand in 2015/2016. Cash flows arising from interest on the hedges are shown in Note 22.
The financial result includes a charge of €5,456 thousand (30 June 2015: an income of €461 thousand), arising from the change in the fair value of derivatives for which hedge accounting is not applied (in line with IAS 39, as listed in the aforementioned framework) (see Note 47). These financial instruments are "level 2" derivatives (as defined in IFRS 13p81). The financial result also includes the amortisation of the premiums paid at the time of the subscription to the caps, which amounts to €238 thousand (30 June 2015: €291 thousand).
The interest cash flows arising from the hedges are shown in Note 22 and the change in fair value recognised in the income statement is shown in Note 47.
The fair value of hedging instruments is a function of the interest rates on the financial markets. Changes in market interest rates explain most of the change in the fair value of hedging instruments between 1 July 2015 and 30 June 2016, which led to the recognition of a charge of €5,590 thousand in the income statement and a charge of €13,893 thousand directly in equity.
A change in the interest rate curve would impact the fair value of instruments for which hedge accounting is applied (in accordance with IAS 39), and recognised in equity (line "I.C.d. Reserve for the balance of changes in the fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS"). All else being equal, a positive change of 10 bps in the interest rate curve at the balance sheet date would have had a positive impact on equity in the amount of €832 thousand (30 June 2015: €856 thousand). A negative change of 10 bps in the interest rate curve at the balance sheet date would have had a negative impact on equity in the same amount. The impact of a change in the interest rate curve on the fair value (instruments for which hedge accounting under IAS 39 is not applied, cannot be determined as precisely, since options can be embedded within these instruments. The fair value of these options will change in a non-symmetric and non-linear pattern, and is a function of other parameters (e.g. volatility of interest rates). The sensitivity of the "mark-to-market" value of these instruments to an increase of 10 bps in the interest rate curve is estimated at approx. +€820 thousand (30 June 2015: +€1,134 thousand) in the income statement. A decrease of 10 bps in the interest rate curve would have a negative impact on the income statement in the same range.
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| TRADE RECEIVABLES - NET VALUE | 3,880 | 4,352 |
It is anticipated that the carrying amount of trade receivables will be recovered within 12 months. This carrying amount represents an estimate of the fair value of assets which do not generate interest.
The credit risk associated with trade receivables is limited thanks to the diversity of the client base and rental guarantees (2016: €23.6 million; 2015: €20.0 million) received from tenants to cover their commitments. The carrying amount on the balance sheet is presented net of the provision for doubtful debts. Thus, the risk of exposure to credit risk is reflected in the carrying amount of receivables recognised on the balance sheet.
Trade receivables are analysed as follows:
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| under 90 days | 817 | 206 |
| over 90 days | 458 | 130 |
| Subtotal | 1,275 | 336 |
| Not due | 2,718 | 4,128 |
| Write-downs | -113 | -112 |
| CARRYING AMOUNT | 3,880 | 4,352 |
Write-downs have evolved as follows:
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| At beginning of period | -112 | -227 |
| Addition | -39 | -58 |
| Utilisation | 8 | 137 |
| Reversal | 30 | 38 |
| Mergers | 0 | -2 |
| AT END OF PERIOD | -113 | -112 |
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| Tax | 988 | 608 |
| Other | 386 | 354 |
| TOTAL | 1,374 | 962 |
Tax receivables are composed mainly of prepayments. Account receivables from subsidiaries are granted by the Company at market conditions.
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| Short-term deposits | 0 | 0 |
| Cash at bank and in hands | 4,947 | 3,598 |
| TOTAL | 4,947 | 3,598 |
Cash and cash equivalents are assets which generate interest at varying rates. The amounts presented above were available as of 30 June 2016 and 30 June 2015. Short-term investments may be held during the year, normally for periods of one week to one month.
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| Accrued rental income | 738 | 563 |
| Deferred property charges | 320 | 347 |
| Other | 0 | 0 |
| TOTAL | 1,058 | 910 |
Aedifica has completed three capital increases by way of contributions in kind during the 2015/2016 financial year:
The capital has thus evolved as follows:
| Number of shares | Capital (x €1,000) | |
|---|---|---|
| Situation at the beginning of the previous year | 10,249,117 | 270,451 |
| Capital increase | 3,796,814 | 100,190 |
| Situation at the end of the previous year | 14,045,931 | 370,641 |
| Capital increase of 2 October 2015 | 19,856 | 524 |
| Capital increase of 17 December 2015 | 104,152 | 2,748 |
| Capital increase of 24 March 2016 | 22,093 | 583 |
| Situation at the end of the year | 14,192,032 | 374,496 |
Equity is presented above before subtracting the costs of raising capital; the equity value presented on the balance sheet in accordance with IFRS is shown net of these costs.
Since 18 December 2015, no shareholder holds more than 5 % of the share capital. The free float is thus 100 %. Declarations of transparency and control strings are available on Aedifica's website. The Company has not received any additional declarations of transparency after those received on 18 December 2015.
The totality of the 14,192,032 shares issued as of 30 June 2016 are listed on the Euronext Brussels continuous market, with the exception of 19,856 shares that will be quoted on the stock market after the ex-date of the coupon related to the 2015/2016 financial year, which will in principle take place on 2 November 2016.
Capital increases are detailed in the "Standing Documents" included in the 2015/2016 Annual Financial Report. All subscribed shares are fully paid-up, with no par value. The shares are registered, bearer, or dematerialised shares and grant one vote.
Aedifica SA holds no treasury shares.
The Board of Directors is authorised to raise share capital through one or a series of issuances up to a maximum amount of €74,230 thousand on the dates and following the procedures established by the Board, in accordance with Article 603 of the Belgian Companies Code. This authorisation is granted to the Board of Directors for a period of 5 years from the publication date in the annexes of the Belgian State Gazette (Moniteur belge/Belgisch Staatsblad) of the minutes of the Extraordinary General Meeting of 14 December 2015. Each time new shares are issued, the Board of Directors determines the price, the possible issue premium and the terms of issue for the new shares (unless such decisions are made by shareholders at the Annual General Meeting). Increases in share capital decided upon by the Board of Directors may also be realised through subscriptions paid in cash or by way of in-kind incorporation of premiums, reserves, or profits, with or without the issuance of new shares. These capital increases can equally be realised through the issuance of convertible debt securities or subscription rights. The remaining balance of the authorised capital amounts to €71 million as of 30 June 2016.
The Board of Directors has proposed a dividend distribution of €2.10 gross per share for the year ended 30 June 2016, i.e. a total dividend of €29,793 thousand.
Calculated in accordance with Article 617 of the Belgian Companies Code and given the Royal Decree of 13 July 2014, reserves available for distribution (statutory) amount to €12,848 thousand as of 30 June 2016, after taking into account the dividend proposed above (2015: €10,801 thousand). Detailed calculations are provided in the notes to the attached Abridged Statutory Accounts.
Aedifica defines capital in accordance with of IAS 1p134 as the sum of all equity accounts. The equity level is monitored using a consolidated debt-to-assets ratio calculated in accordance with the provisions of the Royal Decree of 13 July 2014 (see Note 52), which cannot exceed 60 % and according to the credit agreements in place with the Company's banks (see Notes 40 and 44). Equity is managed so as to permit the Group to continue as a going concern and to finance its future growth.
Aedifica contributes to a number of defined contribution plans in Belgium, which are open to new beneficiaries. These include funded pension schemes for all beneficiaries, i.e. labourers, staff members and members of the Management Committee (Executive Managers). These schemes are managed through private insurances plans with a guaranteed return. No personal contributions from the beneficiaries are required.
On 23 October 2015 the Belgian government formally approved the "Group of 10" proposal regarding the guaranteed return on defined contributions plans; the new law of 18 December 2015 was published on 24 December 2015. For classic "branch 21" insurance contracts, the new guaranteed return applies to future contributions (from the employer and from the employee) paid as from 1 January 2016, but the old guarantee (3.25% on the contributions paid by the employer and 3.75% on the contributions paid by the employee) remains to be granted on the built up minimum reserve at 31 December 2015. The new guaranteed return is based on Belgian government bonds with a duration of 10 years (OLO10) with a minimum of 1.75% and a maximum of 3.75%. At this moment (since 1 January 2016), a minimum return of 1.75% applies. This could generate a liability in the balance sheet of the employer. This guarantee is not applicable to the scheme applicable for the members of the Management Committee.
The obligations for defined benefit plans correspond to the maximum amount between the current accounts and the account calculated with the minimum guaranteed return, assessed for each individual (intrinsic value approach). Under these schemes, Aedifica had externalised assets amounting to €240 thousand as of 30 June 2016. During the 2016/2017 financial year, the expected contribution for the schemes will amount to €97 thousand. An actuarial valuation (intrinsic value approach) showed that as of 30 June 2016 no net asset or liability had to be recognised in the balance sheet for these schemes.
Given that the interest rates that are guaranteed by the insurers have decreased below the level of 3.25 % since 2013, there is a risk for future underfunding, however this risk is limited in view of the externalised assets.
The amounts recognised as an expense for the long-term benefits granted the members of the Management Committee are detailed in the Remuneration Report included in the 2015/2016 Annual Financial Report.
In Germany, a supplementary defined contribution plan was introduced during the 2015/2016 accounting year. For this plan, no provision needs to be taken into account as, according to IAS 19, it does not concern a defined benefit plan, unlike the abovementioned defined contribution plans in Belgium.
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| Non-current financial debts | ||
| Borrowings | 447,721 | 340,752 |
| Current financial debts | ||
| Borrowings | 31,027 | 25,897 |
| TOTAL | 478,748 | 366,649 |
The increase in the borrowings is linked to the growth of the real estate portfolio during the course of the 2015/2016 financial year.
As of 30 June 2016, Aedifica benefits from committed credit facilities (financial liabilities carried at amortised cost according to IAS 39 and presented as current and non-current financial debts on the balance sheet) issued by ten banks (Bank für Sozialwirtschaft, Bank Degroof Petercam, Banque Européenne du Crédit Mutuel, Belfius Bank, BNP Paribas Fortis, Caisse d'Epargne et de Prévoyance Nord France Europe, Deutsche Postbank, Förde Sparkasse, ING and KBC Bank) totalling €753 million:
The average interest rate, including the spread charged by the banks and the effect of hedging instruments, was 2.8 % after deduction of capitalised interest (2.8 % in 2014/2015) and 2.9 % before deduction of capitalised interest (3.0 % in 2014/2015). Given the short duration of the withdrawals, the carrying amount of the variable-rate financial debts is an approximation for their fair value (€460 million). The hedges in place as of 30 June 2016 are detailed in Note 33. The fair value of the fixed-rate financial debts (€19 million) is estimated at €21 million.
As of 30 June 2016, the Group has neither pledged any Belgian buildings as collateral for its debts, nor has it granted any other securities to debt-holders. Note that in Germany, it is customary that real estate buildings financed by bank credit are linked to a mortgage in favour to the creditor bank. As such, 12 of the 15 buildings in Germany are linked to a mortgage, respecting the requirements laid down in Article 43 of the Belgian Act of 12 May 2014 on Regulated Real Estate Companies.
The classification between current financial debts and non-current financial debts is made based on the maturity dates of the underlying credit facilities on which the drawings are made, rather than on the maturity date of the individual drawings.
The timetable showing the maturity of Aedifica's credit facilities is as follows (in € million):
| Lines | Utilisation | |
|---|---|---|
| - 2016/2017 : |
30 | 30 |
| - 2017/2018 : |
92 | 60 |
| - 2018/2019 : |
131 | 111 |
| - 2019/2020 : |
80 | 80 |
| - 2020/2021 : |
91 | 66 |
| - 2021/2022 : |
95 | 75 |
| - > 2022/2023 : |
234 | 58 |
| Total | 753 | 480 |
| Weighted average maturity (years) | 4.5 | 3.7 |
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| Exit tax | 4,505 | 813 |
| Other | ||
| Suppliers | 10,639 | 4,661 |
| Tenants | 1,370 | 1,408 |
| Tax | 1,174 | 1,513 |
| Salaries and social charges | 1,010 | 880 |
| Dividends of previous years | 23 | 22 |
| TOTAL | 18,721 | 9,297 |
The majority of trade payables and other current debts (recognised as "financial liabilities at amortised cost" under IAS 39, excluding taxes covered by IAS 12 and remuneration and contributions to social security plans covered by IAS 19). It is anticipated that these debts will be settled within 12 months. The carrying amount constitutes an approximation of their fair value.
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| Property income received in advance | 451 | 424 |
| Financial charges accrued | 2,059 | 1,912 |
| Other accrued charges | 2,171 | 1,977 |
| TOTAL | 4,681 | 4,313 |
Total employee benefits (excluding Executive Managers and Directors presented in Note 16) are broken down in the income statement as follows:
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| Cleaning costs (see Note 10) | -247 | -260 |
| Technical costs (see Note 11) | -386 | -383 |
| Commercial costs | -76 | -51 |
| Overheads (see Note 16) | -1,214 | -1,038 |
| Property management costs (see Note 14) | -872 | -774 |
| Capitalised costs | -28 | -20 |
| TOTAL | -2,823 | -2,526 |
Headcount at the year-end (excluding Executive Managers and Directors):
| 2016 | 2015 | |
|---|---|---|
| Total excluding students | 44 | 35 |
| Students | 0 | 0 |
| TOTAL | 44 | 35 |
Aedifica's financial risk management aims to ensure permanent access to borrowings, and to closely follow and minimize interest risk rate.
The debt-to-assets ratio (as defined in the Royal Decree of 13 July 2014) is provided in section 3.3 of the Consolidated Board of Directors' Report included in this Annual Financial Report. As of 30 June 2016, it amounts to 40.4 % on statutory level and to 42.5 % on consolidated level. This section also discloses the maximum ratio permitted before the Company reaches the maximum debt-to-assets ratio permitted for Belgian REITs (65 % of total assets) or arising due to bank covenants (60 % of total assets). The debt-to-assets ratio is published quarterly and monitored monthly in the framework of account closings and its evolution is estimated in the framework of approval process of each major investment project. When exceeding the debt-toassets threshold of 50 %, a financial plan with an implementation schedule must be elaborated, describing the measures taken to prevent the consolidated debt-to-assets ratio from exceeding the maximum permissible threshold of 65 % (Article 24 of the Royal Decree of 13 July 2014). The Company has expressed in each of its last three Securities Notes (2010, 2012 and 2015) that its policy in this matter aims to maintain an adequate debt-to-assets ratio of approx. 50 to 55 % over the long term.
Aedifica's financial model relies on a structural indebtedness. As a result, cash balances are usually low, amounting to €5 million as of 30 June 2016.
As of 30 June 2016, Aedifica has neither pledged any Belgian building as collateral for its debts, nor has it granted any other securities to debt-holders. Note that in Germany, it is customary that real estate buildings financed by bank credit are linked to a mortgage in favour to the creditor bank. As such, 12 out of the 15 buildings in Germany are linked to a mortgage as of 30 June 2016, respecting the requirements laid down in Article 43 of the Act of 12 May 2014 (the total amount covered by the collaterals may not excess 50 % of the global fair value and no mortgage may concern more than 75 % of the value of the concerned building). In the framework of additional financing of assets located in Germany, it is not excluded that additional mortgages are given.
Aedifica enjoys a strong and stable relationship with its banks, which form a diversified pool, comprising an increasing number of European institutions, with each bank in bilateral relation with the Company. Details of Aedifica's credit facilities are disclosed in Note 40.
As of 30 June 2016, Aedifica is using committed credit facilities totalling €480 million (2015: €367 million), out of €753 million in total available credit. This provides a headroom of €273 million is sufficient to cover Aedifica's short-term financial needs (including the development projects in progress) until the end of the 2016/2017 financial year. The investment amount that is budgeted in the Company's financial plan for the existing projects as of 30 June 2016 is estimated at €252 million, to which an acquisition (subject to outstanding conditions) for a portfolio of five rest home in Germany for €60 million (announced on 6 July 2016 and realised on 31 August 2016), and a hypothetical investment of €50 million should be added. This brings the total investment included in the financial plan for the 2016/2017 financial year to €290 million.
Given the regulatory status of Belgian REITs/RRECs, and the type of property in which Aedifica invests, the risk of non-renewal of mature credit facilities is remote, even in the context of a credit crunch, except in unforeseen and extreme circumstances. There is a risk of increasing credit spreads should market conditions deteriorate as compared to those present at the time of the current credit facilities were signed.
The Company would be exposed to a liquidity risk which would arise due to a lack of cash flow in the event of early termination of the credit facilities. Should the Company fail to comply with the provisions of credit facility arrangements, the facilities might indeed be cancelled, re-negotiated, or forced into reimbursement. The covenants in place are in line with market practice, and in particular require that the debt-to-assets ratio (as defined by the Royal Decree of 13 July 2014) does not exceed 60 %. Moreover, there is a risk of early termination in the event of a change of control, in case of non-compliance with the Company's obligations, and, more generally speaking, in the event of default as defined in these arrangements. A default situation of a contract can lead to default situation of all contracts ("cross-default" clauses). Based on the information available to date, and the prospects for the foreseeable future, there is no indication of a possible early termination of one or more of the existing credit facilities. However, this risk cannot be ignored completely. Moreover, Aedifica does not itself retain control over certain commitments, such as in the event of a change of control, which could lead to the early termination of the credit facilities.
Internally, Aedifica is organised so as to regularly monitor the evolution of financial markets, optimise the Company's financial structure over both the short and long terms, and manage financial risks (liquidity risk, interest rate risk). Aedifica aims to further diversify its funding sources, given market conditions.
As of 30 June 2016, the undiscounted future cash flows related to the credit facilities include €428 million maturing within 1 year, €41 million maturing within 1 to 5 years, and €10 million maturing in more than 5 years. The credit facilities also give rise to an interest expense of €2.3 million that is due within 1 year (2015: €352 million capital and €0.9 million interest within 1 year).
The undiscounted contractual future cash flows related to hedging instruments are analysed as follows:
| As at 30 June 2016 (x €1,000) | Due within the year |
Due between one to five years |
Due after more than five years |
TOTAL |
|---|---|---|---|---|
| Derivatives for which hedge accounting is applied | -3,871 | -15,361 | -5,529 | -24,761 |
| Derivatives for which hedge accounting is not applied | -3,199 | -10,308 | -9,939 | -23,446 |
| As at 30 June 2015 (x €1,000) | Due within the year |
Due between one to five years |
Due after more than five years |
TOTAL |
| Derivatives for which hedge accounting is applied | -3,214 | -13,542 | -4,632 | -21,388 |
| Derivatives for which hedge accounting is not applied | -2,890 | -8,969 | -8,156 | -20,015 |
Almost all of Aedifica's financial debts are floating-rate borrowings. This allows Aedifica to benefit from low interest rates on the non-hedged part of its borrowings. To mitigate the risk of increasing interest rates, Aedifica follows a policy aimed at securing the interest rates related to at least 60 % of its current or highly probable indebtedness over several years. Some fixed-rate debt are assumed by the Company and originates from preexisting investment credits held in real estate companies that have been acquired or merged by the Company.
This policy is supported by the fact that an increase in nominal interest rates, when not coupled with a simultaneous increase in inflation, implies an increase in real interest rates that cannot be offset by increasing rental incomes through indexation alone. Moreover, in case of accelerating inflation, there is a delay between the moment of the increase of the nominal interest rates and the timing of the indexation of rental incomes. When the interest rate curve is sufficiently flat (i.e. when interest does not vary a lot in relation of the maturity date), Aedifica aims to enter into hedges over longer periods, in line with its investment horizon.
For example, assuming that the structure and level of financial debts remain unchanged, and assuming that no hedges have been entered into, simulations show that a 25 bps positive deviation (increase) in the 2016/2017 interest rates over the forecast rates would lead to an additional €1.7 million interest expense for the year ending 30 June 2017.
In order to manage the interest rate risk, Aedifica has put in place hedges (interest rate swaps and caps). All hedges are entered into with leading banks and relate to existing or highly probable risks. Where appropriate, Aedifica applies hedge accounting as defined by IAS 39. An analysis of the Company's hedges is provided in the Consolidated Board of Directors' Report and in Note 33 of the Consolidated Financial Statements included in this Annual Financial Report. The hedges are entered into for long periods; however, hedge agreements include provisions (in line with market practice) that could lead the issuing banks to terminate the hedges early or initiate margin calls (in cash for example) in their own favour in certain circumstances.
Changes in the interest rate curve have a limited impact on the future interest expense, as 60 % of the financial debts are hedged by IRS or caps. Each change in the interest rate curve has an impact on the fair value of hedging instruments against income statement and/or equity (line "I.C.d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS" and line "I.C.e. Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS"). A sensitivity analysis is provided in Note 33 of the Consolidated Financial Statements included in this Annual Financial Report.
Some external events may lead to an increase in the credit margin at cost to the Group, in accordance with "increased cost" clauses included in the bank covenants. However, in the course of worldwide crises since 2007, no bank has never invoked any of these clauses towards the Group.
The signing of a credit facility or a hedging instrument with a bank generates a counterparty risk in terms of counterparty default. In order to mitigate this risk, Aedifica trades with several leading national and international banks to diversify its funding and hedging sources, while remaining cautious as to the balance between cost and quality of the services provided. In the context of the current banking crisis, one should bear in mind that one or several counterparties could default.
In line with market practice, the agreements signed with banks include market shock clauses and major adverse change clauses which could lead, in extreme circumstances, to additional costs for the Company or possibly the early termination of the credit facility. However, in the course of worldwide crises since 2007, no bank has never invoked any of these clauses towards the Group.
Aedifica is in an on-going relationship with the banks listed Note 40. In terms of hedging, the main providers (by order of magnitude) are ING and BNP Paribas Fortis.
Aedifica earns all its rental income and incurs all expenses within the euro-zone (except for certain small suppliers which charge for their services in USD and CAD). The borrowings of the Company are all denominated in Euros. Thus, Aedifica is not exposed to significant foreign exchange risk.
The yearly budget and long-term financial plan are important tools used in the decision-making process and in daily management activities. The budget and financial plan are derived from a computerised model that incorporates a number of assumptions; this model can suffer from programming errors, and human errors which may arise when using it. The potential for wrong assumptions, and undetected programming or human errors might put pressure on the Company's performance or threaten its compliance with regulatory (e.g. legal covenants associated to the public RREC status, such as the debt-to-assets ratio), contractual provisions (e.g. bank covenants), and the confidence from the markets.
The acquisition values mentioned below respect the requirements laid down in Article 49 § 1 of the Belgian Act of 12 May 2014 on Regulated Real Estate Companies (at the time of the signing of the agreements which generated the commitment).
Aedifica committed to finance the extension of the existing rest home for a maximum budget of €2 million. Works are expected to begin shortly.
Under the long lease with Senior Living Group, Aedifica committed to finance the renovation and extension of the L'Air du Temps rest home in Chênée for a maximum budget of €7 million. Works are expected to begin shortly.
Under the long lease with the operator of the Au Bon Vieux Temps rest home (part of Senior Living Group), Aedifica committed to finance the construction of a new rest home and assisted-living apartments next to the existing rest home in Mont-Saint-Guibert, for a maximum budget of €10 million. Works are currently in progress.
Under the long lease with Senior Living Group, Aedifica committed to finance the renovation and extension of the rest home in Veerle-Laakdal for a maximum budget of €4 million. The first phase is already operational (€2 million). Works for the second phase are currently in progress (€2 million).
Under the long lease with the operator of the Cheveux d'Argent rest home (being part of Senior Living Group), Aedifica committed to finance the construction of a new assisted-living apartment building next to the existing rest home in Sart-lez-Spa for a maximum budget of €3 million. The development permit has been obtained.
Under the long lease with the operator of the 't Hoge rest home (which includes a guarantee from Senior Living Group), Aedifica committed to finance the renovation and extension of the existing building in Kortrijk for a maximum budget of €6 million. The first phase is already operational (€4 million). Works for the second phase are currently in progress (budget of €2 million).
Under the long lease with Armonea, Aedifica committed to finance the renovation and extension of the Plantijn rest home for a maximum budget of €9 million. Works are currently in progress.
Under the long lease with the operator of the Huize Lieve Moenssens rest home, Aedifica committed to finance the renovation and the extension of the rest home for a maximum budget of €7 million.
Under the long lease with the operator of the De Stichel rest home, Aedifica committed to finance the extension of the site for a maximum budget of €4 million.
Under the long lease with Oase, Aedifica committed to finance the extension of the rest home for a maximum budget of €2 million. The development permit has been obtained.
Aedifica committed to finance the extension and the renovation of the existing La Ferme Blanche rest home, located in Remicourt, for a budget of €6 million. Works are in progress.
Aedifica committed to finance the construction of a new rest home and renovation of the existing assisted-living apartment complex for a budget of €10 million (including plot of land). Works are currently under progress.
On 12 June 2014, Aedifica concluded an agreement in principle (subject to outstanding conditions) in which Aedifica committed to acquire a company. This company is the owner of the rest home under construction in Glabbeek. The contractual value for this property amounts to approx. €10 million.
Aedifica committed to finance the extension and renovation of the existing Residentie Vinkenbosch rest home, located in Kermt (Hasselt), for a maximum budget of €12 million. Works are currently in progress.
Aedifica committed to finance the transformation of the conference rooms into 20 additional rooms at the Martin's Brugge hotel in Brugge for a maximum budget of €1 million. The development permit has been obtained.
Aedifica committed to finance the extension of the existing Prinsenhof rest home, located in Koersel (Beringen), for a maximum budget of €4 million. Works are currently in progress.
Aedifica Nederland BV committed to acquire the Molenenk care residence under construction by turnkey agreement, located in Deventer, for a maximum budget of €10 million (plot of land included).
Aedifica signed a framework agreement (subject to outstanding conditions) to acquire the shares of a company that owns a new rest home in Mechelen. The contractual value of this property will amount to approx. €17 million.
Aedifica signed a framework agreement (subject to outstanding conditions) to acquire the shares of a company that owns a senior housing site in Oostende. The contractual value of this property will amount to approx. €11 million.
Aedifica Nederland BV concluded an agreement to acquire the Walgaerde care residence following completion of the interior transformation works. Works are currently in progress. The contractual value of this property will amount to approx. €4 million.
Aedifica concluded an agreement (under outstanding conditions) in which it has committed to acquire the shares of eight companies that own 7 senior housing sites (Oosterzonne in Zutendaal, De Witte Bergen in Lichtaart, Seniorenhof in Tongres, Beerzelhof in Putte, Uilenspiegel in Genk, Coham in Ham and Sorgvliet in Linter). Aedifica has also committed to acquire a senior housing site (Ezeldijk à Diest) through a purchase agreement with VAT. The contractual value of these properties will amount to approx. €97 million.
Aedifica concluded an agreement (under outstanding conditions) to acquire the Jardins de la Mémoire rest home in Anderlecht. This investment will be carried out by way of contribution in kind (including the takeover of an existing credit facility). The contractual value of this property will amount to approx. €11 million and the credit facility to approx. €7 million.
On 2 June 2016, Aedifica announced an agreement in principle (subject to outstanding conditions) to acquire, via Aedifica Nederland BV, the Martha Flora Rotterdam care residence in Rotterdam. This property, which will be operated by the Martha Flora group, is in planning phase. The contractual value of this site will amount to approx. €8 million.
For some acquisition deals, a portion of the acquisition price has been set based on future contingent events, such as (in the case of one rest home) the increase of rent after an extension. These events could trigger earn-outs.
Security has been pledged in relation to the Company's credit agreements, and within the limits authorised by the regulation on the following buildings: SZ AGO Herkenrath, SZ AGO Dresden, SZ AGO Kreischa, Seniorenresidenz Mathilde, Die Rose im Kalletal, Seniorenresidenz Klosterbauerschaft, Senioreneinrichtung Haus Matthäus, Bonifatius Seniorenzentrum, Senioreneinrichtung Haus Elisabeth, Seniorenresidenz Am Stübchenbach, Seniorenresidenz Kierspe and Käthe-Bernhardt-Haus.
Aedifica benefits from warranties provided by the sellers of shares in property companies acquired.
Aedifica benefits from rental guarantees (in line with market practice and applicable regulations), in the form of bank guarantees, restricted bank deposits or guarantor backings.
Moreover, in certain cases, Aedifica benefits from other securities:
In case of acquisitions, contributions in kind, mergers and de-mergers, Aedifica benefits from the declarations and securities in line with market practices.
The main investment property acquisitions of the financial year are the following:
| ACQUISITIONS NAME |
Business segment | Properties valuation* |
Register of corporations |
Acquisition date** |
Acquisition method |
|---|---|---|---|---|---|
| (in million €) | |||||
| La Croix Huart SA | Senior housing | 10 | 0454.836.562 | 2/07/2015 | Acquisition of shares |
| Senior Hotel Flandria NV and Patrimoniale Flandria NV |
Senior housing | 10 | 0434.250.687 0437.966.183 |
9/07/2015 | Acquisition of shares |
| Vinkenbosch SA | Senior housing | 4 | 0438.349.532 | 1/10/2015 | Acquisition of shares |
| Heydeveld BVBA | Senior housing | 9 | 0860.484.327 | 2/10/2015 | Contribution in kind and acquisition of shares |
| Prinsenhof | Senior housing | 6 | - | 17/12/2015 | Contribution in kind |
| Käthe-Bernhardt-Haus | Senior housing | 7 | - | 1/03/2016 | Acquisition of a building |
| Holland | Senior housing | 12 | - | 1/03/2016 | Acquisition of a building via Aedifica Nederland BV |
| Benvenuta | Senior housing | 3 | - | 1/03/2016 | Acquisition of a building via Aedifica Nederland BV |
| Molenenk | Senior housing | 3 | - | 1/03/2016 | Acquisition of a building via Aedifica Nederland BV |
| Woon & Zorg Vg Poortvelde BVBA | Senior housing | 12 | 0840.009.013 | 24/03/2016 | Contribution in kind and acquisition of shares |
| RL Invest SA | Senior housing | 21 | 0456.868.317 | 31/03/2016 | Acquisition of shares |
| Saksen Weimar | Senior housing | 8 | - | 13/05/2016 | Acquisition of a building via Aedifica Nederland BV |
| Martha Flora Lochem | Senior housing | 2 | - | 31/05/2016 | Acquisition of a building via Aedifica Nederland BV |
| Die Rose im Kalletal | Senior housing | 3 | - | 15/06/2016 | Acquisition of a building via Aedifica Luxemburg I SARL |
| TOTAL | 110 |
* in order to determine the number of shares issued, the exchange ratio and/or the value of the acquired shares.
** and consolidation date in the financial statements.
All these operations are detailed in the Board of Directors' Report.
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| Authorised hedging instruments | ||
| Authorised hedging instruments qualifying for hedge accounting as defined under IFRS | -135 | 0 |
| Authorised hedging instruments not qualifying for hedge accounting as defined under IFRS | -5,456 | 461 |
| Subtotal | -5,591 | 461 |
| Other | -94 | -87 |
| TOTAL | -5,685 | 374 |
The Line "Other" represents the changes in fair value of the put options granted to non-controlling shareholders (see Notes 32 and 56).
Related party transactions (as defined under IAS 24 and the Belgian Companies Code) relate exclusively to the remuneration of the Company's Directors and Executive Managers (€1,987 thousand in 2015/2016; €1,577 thousand in 2014/2015). Remuneration details are provided in the Corporate Governance Statement included in the 2015/2016 Annual Financial Report.
On 6 July 2016, Aedifica announced the signing of a share purchase agreement for the acquisition of two companies based in Luxemburg, which own five rest homes in Germany. This agreement was subject to outstanding conditions, which were mainly of administrative nature and which were fulfilled on 31 August 2016. The portfolio comprises five rest homes in the German states of Saxony-Anhalt, Bavaria and Berlin. All buildings were built between 2001 and 2003, with the exception of Frohnau rest home. The Am Kloster rest home is located at the outskirts of the city centre of Halberstadt (40,000 inhabitants, State of Saxony-Anhalt), 55 km southwest of Magdeburg. The site was built in 2003 and houses 136 residents. The Rosenpark rest home is located in Uehlfeld, a village near Höchstadt (13,000 inhabitants, State of Bavaria), at 40 km from Nuremberg. The site benefits from a location at the outskirts of a residential area in a green environment. The rest home was built in 2003 and houses 79 residents. The Patricia rest home is located in a lively residential area in Nuremberg (500,000 inhabitants, State of Bavaria), in the vicinity of several recreation activities. The rest home was built in 2003 and houses 174 residents. The St. Anna rest home is located in a residential area at the outskirts of the historic centre of Höchstadt (13,000 inhabitants, State of Bavaria). The site is situated in a green environment. The rest home was built in 2002 and houses 161 residents. The Frohnau rest home is located in Berlin (3,562,000 inhabitants, State of Berlin). The site benefits from an excellent location in a green, residential area and houses 107 residents. The rest home was originally built in 1969 and subsequently renovated and expanded in 1992. The location and size of the site also offer future extension potential. This investment was realised by acquiring control of two companies based in Luxemburg, which currently own the buildings. The operation was financed using Aedifica's credit facilities. The operator of the rest homes is the Vitanas group, a German company that has been active in the private senior care market since 1969. Vitanas currently operates over 5,000 beds in 39 sites and employs over 4,300 staff. The leases for these five sites are new irrevocable long leases. Initial gross yields amount to more than 6 % for a contractual value of approx. €60 million.
On 19 August 2016, Aedifica acquired a portfolio of eight senior housing sites in Belgium following the fulfilment of the outstanding conditions, as was announced in the press release of 24 May 2016. See section 2.1.1. in the Board of Directors' Report for a more elaborate account of the acquired sites, considering that construction of Oosterzonne and Ezeldijk has been completed in the meantime. The transaction was carried out as follows:
The cumulated contractual value of these eight sites amounts to approx. €97 million. The operation was financed in part using Aedifica's credit facilities and partly through the takeover of existing credit facilities with an average remaining duration of 12 years.
The corrected profit as defined in the Royal Decree of 13 July 2014 is calculated based on the Statutory Accounts as follows:
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| Profit (loss) | 40,341 | 39,444 |
| Depreciation | 701 | 670 |
| Write-downs | 15 | 33 |
| Other non-cash items | 4,533 | -2,187 |
| Gains and losses on disposals of investment properties | -731 | -428 |
| Changes in fair value of investment properties | -12,637 | -12,105 |
| Roundings | 1 | -1 |
| Corrected profit | 32,223 | 25,426 |
| Denominator* (in shares) | 14,186,987 | 10,924,613 |
| CORRECTED PROFIT PER SHARE* (in € per share) | 2.27 | 2.33 |
* Based on the rights to the dividend for the shares issued during the year.
The table below presents a full list of the companies covered by Articles 114 and 165 of the Royal Decree of 30 January 2001 pertaining to the execution of the Belgian Companies Code. For the subsidiaries already present in the prior year (Aedifica Invest SA, Aedifica Invest Brugge SA, Aedifica Asset Management GmbH, Aedifica Luxemburg I SARL, Aedifica Luxemburg II SARL and Aedifica Luxemburg III SARL), the percentage of equity held by Aedifica is unchanged as compared to 30 June 2015.
| NAME | Country | Category | Register of corporations |
Capital held (in %) |
|---|---|---|---|---|
| Aedifica Invest SA* | Belgium | Subsidiary | BE0879.109.317 | 100.00 |
| Aedifica Invest Brugge SA* | Belgium | Subsidiary | BE0899.665.397 | 100.00 |
| Aedifica Asset Management GmbH** | Germany | Subsidiary | DE297302957 | 100.00 |
| Aedifica Luxemburg I SARL*** | Luxembourg | Subsidiary | B128048 | 94.00 |
| Aedifica Luxemburg II SARL*** | Luxembourg | Subsidiary | B139725 | 94.00 |
| Aedifica Luxemburg III SARL*** | Luxembourg | Subsidiary | B143704 | 94.00 |
| Aedifica Nederland BV**** | The Netherlands | Subsidiary | NL856005356B01 | 100.00 |
| La Croix Huart SA* | Belgium | Subsidiary | BE0454.836.562 | 100.00 |
| Patrimoniale Flandria NV* | Belgium | Subsidiary | BE0437.966.183 | 100.00 |
| Senior Hotel Flandria NV* | Belgium | Subsidiary | BE0434.250.687 | 100.00 |
| Vinkenbosch NV* | Belgium | Subsidiary | BE0438.349.532 | 100.00 |
| Heydeveld BVBA* | Belgium | Subsidiary | BE0860.484.327 | 100.00 |
| Woon & Zorg Vg Poortvelde BVBA* | Belgium | Subsidiary | BE0840.009.013 | 100.00 |
| RL Invest NV* | Belgium | Subsidiary | BE0456.868.317 | 100.00 |
* Located avenue Louise 331 in 1050 Brussels (Belgium).
* Located Frankfurter Landstr. 23 in 61352 Bad Homburg v.d. Höhe (Germany).
* Located avenue de la Liberté 55 in 1931 Luxembourg (Luxembourg).
* Located Herengracht 466 in 1017 CA Amsterdam (The Netherlands).
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| Consolidated debt-to-assets ratio (max. 65%) | ||
| Total liabilities | 552,413 | 422,014 |
| Corrections | -53,617 | -44,798 |
| Total liabilities according to the Royal Decree of 13 July 2014 | 498,796 | 377,216 |
| Total assets | 1,173,162 | 1,020,284 |
| Corrections | -496 | -1,048 |
| Total assets according to the Royal Decree of 13 July 2014 | 1,172,666 | 1,019,236 |
| Debt-to-assets ratio (in %) | 42.5% | 37.0% |
| STATUTORY PAY-OUT RATIO | ||
| Statutory corrected profit | 32,223 | 25,426 |
| Proposed dividend | 29,793 | 21,849 |
| PAY-OUT RATIO (MIN. 80%) | 92% | 86% |
Valuation of investment properties by an expert
Aedifica's properties are valued quarterly by independent experts, Stadim CVBA, de Crombrugghe & Partners SA and CBRE GmbH.
| (x €1,000) | 2016 | 2015 |
|---|---|---|
| Statutory (audit Aedifica SA) | 36 | 29 |
| Statutory audit (subsidiaries) | 78 | 46 |
| Opinion reports foreseen in the Belgian Companies Code (Aedifica SA) | 10 | 20 |
| Other opinion reports (comfort letter, etc.) (Aedifica SA) | 0 | 36 |
| Tax advice missions | 0 | 0 |
| Other missions unconnected with the statutory audit | 0 | 0 |
| TOTAL | 124 | 131 |
Deferred taxes recognised on the balance sheet arise from the acquisition of investment properties located outside of Belgium.
They arise from the temporal difference between the buildings' fair value and the assessed value used for tax purposes.
Changes in deferred taxes are presented as follows (see also Note 24):
| (x €1,000) | Assets | Liabilities |
|---|---|---|
| CARRYING AMOUNT AS OF 1/07/2014 | 244 | 0 |
| Originations | 142 | 0 |
| Reversals | -276 | -261 |
| Scope changes | 0 | -2,174 |
| CARRYING AMOUNT AS OF 30/06/2015 | 110 | -2,435 |
| (x €1,000) | Assets | Liabilities |
|---|---|---|
| CARRYING AMOUNT AS OF 1/07/2015 | 110 | -2,435 |
| Originations | 763 | 147 |
| Reversals | -197 | -593 |
| Scope changes | 0 | 0 |
| CARRYING AMOUNT AS OF 30/06/2016 | 676 | -2,881 |
In accordance with IFRS 13, balance sheet elements for which the fair value can be computed are presented below and broken down according to the levels defined by IFRS 13:
| (x €1,000) | Level 1 | Level 2 | Level 3 | Carrying amounts of the balance sheet 2016 |
|---|---|---|---|---|
| Investment properties | - | - | 1,152,213 | 1,152,213 |
| Assets classified as held for sale | - | - | 4,621 | 4,621 |
| Non-current financial assets | - | 794 | - | 794 |
| Trade receivables and other non-current assets | - | 3,880 | - | 3,880 |
| Tax receivables and other current assets | - | 1,374 | - | 1,374 |
| Cash and cash equivalents | 4,947 | - | - | 4,947 |
| Non-current financial debts (a. Borrowings) | - | -450,462 | - | -447,721 |
| Other non-current financial liabilities | - | -47,382 | - | -47,382 |
| Current financial debts (a. Borrowings) | - | -31,027 | - | -31,027 |
| Trade debts and other current debts (b. Other) | - | -14,216 | - | -14,216 |
| (x €1,000) | Level 1 | Level 2 | Level 3 | Carrying amounts of the balance sheet 2015 |
| Investment properties | ||||
| - | - | 1,003,358 | 1,003,358 | |
| Assets classified as held for sale | - | - | 1,805 | 1,805 |
| Non-current financial assets | - | 1,397 | - | 1,397 |
| Trade receivables and other non-current assets | - | 4,352 | - | 4,352 |
| Tax receivables and other current assets | - | 962 | - | 962 |
| Cash and cash equivalents | 3,598 | - | - | 3,598 |
| Non-current financial debts (a. Borrowings) | - | -342,970 | - | -340,752 |
| Other non-current financial liabilities | - | -39,320 | - | -39,320 |
| Current financial debts (a. Borrowings) | - | -25,897 | - | -25,897 |
In the table above, the fair value of hedging instruments is included under lines "non-current financial assets" and "other noncurrent financial liabilities", as broken down in Note 32.
The Company has committed to acquire the non-controlling shareholdings (6 % of the share capital) owned by third parties in Aedifica Luxemburg I SARL, Aedifica Luxemburg II SARL and Aedifica Luxemburg III SARL, should these third parties wish to exercise their put options. The exercise price of such options granted to non-controlling interest is reflected on the liability side of balance sheet on line "I.C.b. Other non-current financial liabilities – Other" (see Notes 32 and 47).
This auditor's report has been faithfully reproduced and, to Aedifica's knowledge, no facts have been omitted which would render the information reproduced inexact or misleading.
In accordance with the legal requirements, we report to you in the context of our statutory auditor's mandate. This report includes our opinion on the consolidated balance sheet as at 30 June 2016, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in capital and reserves and the consolidated cash flow statement for the year ended 30 June 2016 and the notes (all elements together "the Consolidated Financial Statements"), and includes as well our report on other legal and regulatory requirements.
We have audited the Consolidated Financial Statements of Aedifica SA ("the Company") and its subsidiaries (together "the Group") as of and for the year ended 30 June 2016, prepared in accordance with the International Financial Reporting Standards as adopted by the European Union, which show a consolidated balance sheet total of €1.173.162 thousand and of which the consolidated income statement shows a profit for the year of € 40.266 thousand.
The Board of Directors is responsible for the preparation of Consolidated Financial Statements that give a true and fair view in accordance with the International Financial Reporting Standards as adopted by the European Union. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation of Consolidated Financial Statements that give a true and fair view and that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the given circumstances.
Our responsibility is to express an opinion on these Consolidated Financial Statements based on our audit. We conducted our audit in accordance with International Standards on Auditing ("ISAs"). Those standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Consolidated Financial Statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Consolidated Financial Statements. The procedures selected depend on the statutory auditor's judgment, including the assessment of the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error. In making those risk assessments, the statutory auditor considers internal control relevant to the Group's preparation and presentation of the Consolidated Financial Statements that give a true and fair view, 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 control. An audit also includes evaluating the appropriateness of accounting policies used, the reasonableness of accounting estimates made by the Board of Directors, as well as evaluating the overall presentation of the Consolidated Financial Statements.
We have obtained from the Board of Directors and the Company's officials the explanations and information necessary for performing our audit and we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In our opinion, the Consolidated Financial Statements of the Group as at 30 June 2016 give a true and fair view of the consolidated net equity and financial position, as well as its consolidated results and its consolidated cash flows for the year then ended in accordance with the International Financial Reporting Standards as adopted by the European Union.
The Board of Directors is responsible for the preparation and the content of the Board of Director's report on the Consolidated Financial Statements, in accordance with article 119 of the Belgian Company Code.
In the context of our mandate and in accordance with the additional standard issued by the 'Instituut van de Bedrijfsrevisoren/Institut des Réviseurs d'Entreprises' as published in the Belgian Gazette on 28 August 2013 (the "Additional Standard"), it is our responsibility to perform certain procedures to verify, in all material respects, compliance with certain legal and regulatory requirements, as defined in the Additional Standard. On this basis, we make the following additional statement, which does not modify the scope of our opinion on the Consolidated Financial Statements.
Brussels, 2 September 2016 Ernst & Young Réviseurs d'Entreprises SCCRL Statutory auditor represented Jean-François Hubin*, Partner
* Acting on behalf of a SPRL
The Abridged Statutory Financial Statements of Aedifica SA, prepared under IFRS, are summarised below in accordance with Article 105 of Belgian Companies Code.
The unabridged Statutory Financial Statements of Aedifica SA, its Board of Directors' Report and its Auditors' Report will be registered at the National Bank of Belgium within the legal deadlines. They will also be available for free on the Company's website (www.aedifica.be) or on request at the Company's headquarters.
The statutory auditor released an unqualified opinion on the Statutory Financial Statements of Aedifica SA.
| Year ending on 30 June (x €1,000) | 2016 | 2015 | |
|---|---|---|---|
| I. | Rental income | 53,438 | 47,178 |
| II. | Writeback of lease payments sold and discounted | 0 | 0 |
| III. | Rental-related charges | -34 | -84 |
| Net rental income | 53,404 | 47,094 | |
| IV. | Recovery of property charges | 25 | 32 |
| V. | Recovery of rental charges and taxes normally paid by tenants on let properties | 1,847 | 1,687 |
| VI. | Costs payable by the tenant and borne by the landlord on rental damage and repair at end of lease | 0 | 0 |
| VII. | Rental charges and taxes normally paid by tenants on let properties | -1,847 | -1,687 |
| VIII. | Other rental-related income and charges | -1,454 | -1,563 |
| Property result | 51,975 | 45,563 | |
| IX. | Technical costs | -1,118 | -1,071 |
| X. | Commercial costs | -584 | -492 |
| XI. | Charges and taxes on unlet properties | -119 | -131 |
| XII. | Property management costs | -1,032 | -892 |
| XIII. | Other property charges | -1,197 | -1,567 |
| Property charges | -4,050 | -4,153 | |
| Property operating result | 47,925 | 41,410 | |
| XIV. | Overheads | -6,275 | -5,230 |
| XV. | Other operating income and charges | 997 | 915 |
| Operating result before result on portfolio | 42,647 | 37,095 | |
| XVI. | Gains and losses on disposals of investment properties | 731 | 428 |
| XVII. | Gains and losses on disposals of other non-financial assets | 0 | 0 |
| XVIII. | Changes in fair value of investment properties | 12,637 | 12,105 |
| XIX. | Other result on portfolio | 1,046 | 1,792 |
| Operating result | 57,061 | 51,420 | |
| XX. | Financial income | 2,543 | 1,474 |
| XXI. | Net interest charges | -11,938 | -12,720 |
| XXII. | Other financial charges | -1,067 | -787 |
| XXIII. | Changes in fair value of financial assets and liabilities | -5,590 | 461 |
| Net finance costs | -16,052 | -11,572 | |
| Profit before tax (loss) | 41,009 | 39,848 | |
| XXIV. | Corporate tax | -668 | -404 |
| XXV. | Exit tax | 0 | 0 |
| Tax expense | -668 | -404 | |
| Profit (loss) | 40,341 | 39,444 | |
| Basic earnings per share (€) | 2.86 | 3.70 | |
| Diluted earnings per share (€) | 2.86 | 3.70 |
| Year ending on 30 June (x €1,000) | 2016 | 2015 | ||
|---|---|---|---|---|
| I. | Profit (loss) | 40,341 | 39,444 | |
| II. | Other comprehensive income recyclable under the income statement | |||
| A. | Impact on fair value of estimated transaction costs resulting from hypothetical disposal of investment properties |
0 | -3,517 | |
| B. | Changes in the effective part of the fair value of authorised cash flow hedge instruments as defined under IFRS |
-3,893 | -181 | |
| H. | Other comprehensive income, net of taxes | 0 | 0 | |
| Comprehensive income | 36,448 | 35,746 |
| ASSETS | 2016 | 2015 | |
|---|---|---|---|
| Year ending on 30 June (x €1,000) | |||
| I. | Non-current assets | ||
| A. | Goodwill | 1,856 | 1,856 |
| B. | Intangible assets | 119 | 102 |
| C. | Investment properties | 986,575 | 909,048 |
| D. | Other tangible assets | 1,623 | 1,833 |
| E. | Non-current financial assets | 91,869 | 80,252 |
| F. | Finance lease receivables | 0 | 0 |
| G. | Trade receivables and other non-current assets | 0 | 0 |
| H. | Deferred tax assets | 0 | 110 |
| Total non-current assets | 1,082,042 | 993,201 | |
| II. | Current assets | ||
| A. | Assets classified as held for sale | 807 | 1,805 |
| B. | Current financial assets | 0 | 0 |
| C. | Finance lease receivables | 0 | 0 |
| D. Trade receivables and other non-current assets | 3,719 | 4,222 | |
| E. | Tax receivables and other current assets | 29,495 | 6,049 |
| F. | Cash and cash equivalents | 3,551 | 2,639 |
| G. | Deferred charges and accrued income | 923 | 897 |
| Total current assets | 38,495 | 15,612 | |
| TOTAL ASSETS | 1,120,537 | 1,008,813 |
| Year ending on 30 June (x €1,000) EQUITY A. Capital 364,467 360,633 B. Share premium account 155,509 151,388 C. Reserves 56,986 43,285 a. Legal reserve 0 0 b. Reserve for the balance of changes in fair value of investment properties 107,923 93,599 c. Reserve for estimated transaction costs resulting from hypothetical disposal of investment properties -20,032 -20,032 d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge -23,560 -19,667 accounting as defined under IFRS e. Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge -18,256 -18,718 accounting as defined under IFRS h. Reserve for treasury shares 0 0 k. Reserve for deferred taxes on investment properties located abroad 110 244 m. Other reserves 0 0 n. Result brought forward from previous years 10,801 7,859 D. Profit (loss) of the year 40,341 39,444 TOTAL EQUITY 617,303 594,750 LIABILITIES I. Non-current liabilities A. Provisions 0 0 B. Non-current financial debts a. Borrowings 413,215 337,913 C. Other non-current financial liabilities 46,055 38,049 a. Authorised hedges 46,055 38,049 b. Other 0 0 D. Trade debts and other non-current debts 0 0 E. Other non-current liabilities 0 0 F. Deferred taxes liabilities 213 0 Non-current liabilities 459,483 375,962 II. Current liabilities A. Provisions 0 0 B. Current financial debts a. Borrowings 31,027 25,663 C. Other current financial liabilities 0 0 D. Trade debts and other current debts a. Exit tax 143 114 b. Other 8,099 8,057 E. Other current liabilities 0 0 F. Accrued charges and deferred income 4,482 4,267 Total current liabilities 43,751 38,101 TOTAL LIABILITIES 503,234 414,063 TOTAL EQUITY AND LIABILITIES 1,120,537 1,008,813 |
EQUITY AND LIABILITIES | 2016 | 2015 |
|---|---|---|---|
| Year ending on 30 June (x €1,000) |
1/07/2014 | Capital increase in cash |
Capital increase in kind |
Acquisitions / disposals of treasury shares |
Consolidated comprehensive income |
Appropriation of the result |
Roundings | 30/06/2015 |
|---|---|---|---|---|---|---|---|---|
| Capital | 264,231 | 78,812 | 17,591 | 0 | 0 | 0 | -1 | 360,633 |
| Share premium account | 64,729 | 70,580 | 16,079 | 0 | 0 | 0 | 0 | 151,388 |
| Reserves | 47,818 | 0 | 0 | 56 | -3,698 | -891 | 0 | 43,285 |
| a. Legal reserve | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| b. Reserve for the balance of changes in fair value of investment properties |
91,800 | 0 | 0 | 0 | 0 | 1,799 | 0 | 93,599 |
| c. Reserve for estimated transaction costs resulting from hypothetical disposal of investment properties |
-16,516 | 0 | 0 | 0 | -3,517 | 0 | 1 | -20,032 |
| d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS |
-19,484 | 0 | 0 | 0 | -181 | -1 | -1 | -19,667 |
| e. Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS |
-15,729 | 0 | 0 | 0 | 0 | -2,989 | 0 | -18,718 |
| h. Reserve for treasury shares |
-56 | 0 | 0 | 56 | 0 | 0 | 0 | 0 |
| k. Reserve for deferred taxes on investment properties located abroad |
0 | 0 | 0 | 0 | 0 | 244 | 0 | 244 |
| m. Other reserves | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| n. Result brought forward from previous years |
7,803 | 0 | 0 | 0 | 0 | 56 | 0 | 7,859 |
| Profit (loss) | 18,582 | 0 | 0 | 0 | 39,444 | -18,582 | 0 | 39,444 |
| TOTAL EQUITY | 395,360 | 149,392 | 33,670 | 56 | 35,746 | -19,473 | -1 | 594,750 |
| Year ending on 30 June (x €1,000) |
1/07/2015 | Capital increase in cash |
Capital increase in kind |
Acquisitions / disposals of treasury shares |
Consolidated comprehensive income |
Appropriation of the result |
Roundings | 30/06/2016 |
|---|---|---|---|---|---|---|---|---|
| Capital | 360,633 | 1 | 3,833 | 0 | 0 | 0 | 0 | 364,467 |
| Share premium account | 151,388 | 0 | 4,121 | 0 | 0 | 0 | 0 | 155,509 |
| Reserves | 43,285 | 0 | 0 | 0 | -3,893 | 17,594 | 0 | 56,986 |
| a. Legal reserve | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| b. Reserve for the balance of changes in fair value of investment properties |
93,599 | 0 | 0 | 0 | 0 | 14,325 | -1 | 107,923 |
| c. Reserve for estimated transaction costs resulting from hypothetical disposal of investment properties |
-20,032 | 0 | 0 | 0 | 0 | 0 | 0 | -20,032 |
| d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS |
-19,667 | 0 | 0 | 0 | -3,893 | 0 | 0 | -23,560 |
| e. Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS |
-18,718 | 0 | 0 | 0 | 0 | 461 | 1 | -18,256 |
| h. Reserve for treasury shares |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| k. Reserve for deferred taxes on investment properties located abroad |
244 | 0 | 0 | 0 | 0 | -134 | 0 | 110 |
| m. Other reserves | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| n. Result brought forward from previous years |
7,859 | 0 | 0 | 0 | 0 | 2,942 | 0 | 10,801 |
| Profit (loss) | 39,444 | 0 | 0 | 0 | 40,341 | -39,444 | 0 | 40,341 |
| TOTAL EQUITY | 594,750 | 1 | 7,954 | 0 | 36,448 | -21,850 | 0 | 617,303 |
| PROPOSED APPROPRIATION | 2016 | 2015 |
|---|---|---|
| Year ending on 30 June (x €1,000) | ||
| A. Profit (loss) | 40,341 | 39,444 |
| B. Transfer to/from the reserves | 8,501 | 14,653 |
| 1. Transfer to/from the reserve of the (positive or negative) balance of changes in fair value of investment properties (-/+) |
||
| - fiscal year | 18,066 | 13,898 |
| - previous fiscal years | 0 | 0 |
| - disposals of investment properties | 731 | 428 |
| 2. Transfer to/from the reserve of the estimated transaction costs resulting from hypothetical disposal of investment properties (-/+) |
-4,382 | 0 |
| 3. Transfer to the reserve of the balance of the changes in fair value of authorised cash flow hedging instruments qualifying for hedge accounting (-) |
||
| - fiscal year | -135 | 0 |
| - previous years | 0 | 0 |
| 4. Transfer to the reserve of the balance of the changes in fair value of authorised cash flow hedging instruments qualifying for hedge accounting (+) |
||
| - fiscal year | 0 | 0 |
| - previous years | 0 | 0 |
| 5. Transfer to the reserve of the balance of the changes in fair value of authorised cash flow hedging instruments not qualifying for hedge accounting (-) |
||
| - fiscal year | -5,456 | 461 |
| - previous years | 0 | 0 |
| 6. Transfer to the reserve of the balance of the changes in fair value of authorised cash flow hedging instruments not qualifying for hedge accounting (+) |
||
| - fiscal year | 0 | 0 |
| - previous years | 0 | 0 |
| 7. Transfer to/from the reserve of the balance of currency translation differences on monetary assets and liabilities (-/+) |
0 | 0 |
| 8. Transfer to the reserve of the fiscal latencies related to investment properties abroad (-/+) | -324 | -134 |
| 9. Transfer to the reserve of the received dividends aimed at the reimbursement of financial debts (-/+) | 0 | 0 |
| 10. Transfer to/from other reserves (-/+) | 0 | 0 |
| 11. Transfer to/from the result carried forward of the previous years (-/+) | 0 | 0 |
| C. Remuneration of the capital provided in article 13, § 1, para. 1 | 25,778 | 20,341 |
| D. Remuneration of the capital - other than C | 4,014 | 1,508 |
| Result to be carried forward | 2,048 | 2,942 |
| SHAREHOLDERS' EQUITY THAT CAN NOT BE DISTRIBUTED ACCORDING TO ARTICLE 617 OF THE COMPANY CODE (x €1,000) |
2016 | 2015 |
|---|---|---|
| Paid-up capital or, if greater, subscribed capital (+) | 364,467 | 360,633 |
| Share premium account unavailable for distribution according to the Articles of Association (+) | 155,509 | 151,388 |
| Reserve for positive balance of changes in fair value of investment properties (+) | 126,721 | 107,924 |
| Reserve for the estimated transaction costs resulting from hypothetical disposal of investment properties (-) | -24,415 | -20,032 |
| Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS (+/-) |
-23,695 | -19,667 |
| Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS (+/-) |
-23,712 | -18,256 |
| Reserve of the balance of currency translation differences on monetary assets and liabilities (+) | 0 | 0 |
| Reserve for foreign exchange differences linked to conversion of foreign operations (+/-) | 0 | 0 |
| Reserve for the balance of changes in fair value of financial assets available for sale (+/-) | 0 | 0 |
| Reserve for actuarial differences of defined benefits pension plans (+) | 0 | 0 |
| Reserve of the fiscal latencies related to investment properties abroad (+) | -213 | 110 |
| Reserve of the received dividends aimed at the reimbursement of financial debts (+) | 0 | 0 |
| Other reserves declared as non-distributable by the general meeting (+) | 0 | 0 |
| Legal reserve (+) | 0 | 0 |
| Shareholders' equity that cannot be distributed according to Article 617 of the Company Code | 574,662 | 562,100 |
| Net asset | 617,303 | 594,750 |
| Dividend to be paid out | -29,793 | -21,849 |
| Net asset after distribution | 587,510 | 572,901 |
| Headroom after distribution | 12,848 | 10,801 |
The legal form of the Company is that of a public limited liability company with the name "Aedifica".
The Company is a Public Regulated Real Estate Company ("PRREC"), subject to the Belgian Act of 12 May 2014 on Regulated Real Estate Companies (the "Act") as well as the Royal Decree of 13 July 2014 on Regulated Real Estate Companies (the "Royal Decree") (hereafter together "the RREC legislation").
The name of the Company and all documents that it issues must include a reference to it being a Regulated Real Estate Company under Belgian law, either written out in full as "openbare gereglementeerde vastgoedvennootschap naar Belgisch recht" / "société immobilière réglementée publique de droit belge" ("public regulated real estate company under Belgian law") or abbreviated as "openbare GVV naar Belgisch recht" or "OGGV naar Belgisch recht" / "SIR publique de droit belge" or "SIRP de droit belge" ("public RREC under Belgian law"), or be immediately followed by these words.
The Company has made a public call on savings within the meaning of Article 438 of the Belgian Companies Code.
The registered and administrative office is located at Avenue Louise/Louizalaan 331-333, 1050 Brussels.
The registered office may be moved to any other place in Belgium, subject to compliance with the language legislation in administrative affairs, by means of a simple resolution of the Board of Directors, which is authorised to have the ensuing amendment to the Articles of Association recorded in an officially certified deed.
Aedifica was set up as a limited liability company incorporated under Belgian law (Société Anonyme/Naamloze Vennootschap) by Degroof Bank SA and GVA Finance SCA, by deed enacted on 7 November 2005 by Notary Bertrand Nerincx, Notary in Brussels, published in the annexes to the Belgian State Gazette (Moniteur belge/Belgisch Staatsblad) of 23 November 2005, under number 20051123/05168061.
Aedifica was recognised as a Belgian REIT by the Commission Bancaire, Financière et des Assurances (CBFA), which became the FSMA, on 8 December 2005. Aedifica was recognised as a RREC by the FSMA on 17 October 2014.
The Company is entered in the Brussels Registry of Legal Entities (R.L.E., or "R.P.M." in French / "R.P.R." in Dutch) under No. 0877.248.501.
The Company is incorporated for an indefinite duration.
The Company's sole purpose is:
The notion real estate is to be understood as "real estate" within the meaning of the RREC legislation.
In the context of making available immovable property, the company can carry out all activities relating to the construction, conversion, renovation, development, acquisition, disposal, administration and exploitation of immovable property.
As an additional or temporary activity, the company may invest in securities that are not real estate within the meaning of the RREC legislation, insofar as these securities may be traded on a regulated market. These investments will be made in accordance with the risk management policy adopted by the company and will be diversified so as to ensure an appropriate risk diversification. It may also hold non-allocated liquid assets in all currencies, in the form of a call or term deposit or in the form of any monetary instrument that can be traded easily.
The Company may moreover carry out hedging transactions, insofar as the latter's exclusive purpose is to cover interest rate and exchange rate risks within the context of the financing and administration of the real estate of the company, to the exclusion of any speculative transactions.
The Company may lease out or take a lease on (under finance leases) one or more immovable properties. Leasing out (under finance leases) immovable property with an option to purchase may only be carried out as an additional activity, unless the immovable properties are intended for purposes of public interest, including social housing and education (in this case, the activity may be carried out as main activity).
The Company may carry out all transactions and studies relating to all immovable property as described above, and may perform all acts relating to immovable property, such as purchase, refurbishment, laying out, letting, furnished letting, subletting, management, exchange, sale, parcelling, placing under a system of co-ownership, and have dealings with all enterprises with a corporate purpose that is similar to or complements its own by way of merger or otherwise, insofar as these acts are permitted under the RREC legislation and, generally, perform all acts that are directly or indirectly related to its purpose.
The Company may not:
The financial year commences on the 1st July of each year and ends on the 30th June of the following year. At the end of each financial year, the Board of Directors draws up an inventory and the annual accounts.
The annual and half-year financial reports of the Company, which contain its consolidated accounts and the statutory auditor's report, are made available to the shareholders, in accordance with the provisions that apply to issuers of financial instruments that are admitted to trading on a regulated market. The annual and half-year financial reports of the Company and the annual accounts are published on the Company's website. The shareholders are entitled to obtain a free copy of the annual and halfyear financial reports at the registered office.
The Board of Directors then prepares a report, called "Board of Directors' Report", in which it reports its management. The statutory auditor writes, for the ordinary general meeting, a detailed report called "Auditor's Report".
The ordinary general meeting will be held at 3pm on the fourth Friday of October.
If this day is a public holiday, the meeting will be held at the same time on the next business day, except if the next day is a Saturday or Sunday. Ordinary or extraordinary general meetings are held at the venue specified in the meeting notice. A general meeting must be convened by the Board of Directors whenever shareholders representing one-fifth of the capital request it to do so. One or more shareholders who jointly hold at least 3 % of the share capital may, subject to the conditions laid down by the Belgian Companies Code, also ask to add items to the agenda of general meetings and submit proposals for resolutions relating to items included or to be included on the agenda. Meeting notices are drawn up and distributed in accordance with the applicable provisions of the Belgian Companies Code.
The statutory auditor of the Company, accredited by the Financial Services and Markets Authority (FSMA), is Ernst & Young Réviseurs d'Entreprises SCCRL, represented by Jean-François Hubin, Partner, located at 2 De Kleetlaan in 1831 Diegem.
The statutory auditor has an unlimited right of supervision over the operations of the Company.
The accredited statutory auditor was appointed for a 3-year period by the Ordinary General Meeting on 24 October 2014, and receives an indexed audit fee of €29,100 excluding VAT per year for auditing the consolidated and statutory annual accounts.
Since the entry into force of the Royal Decree of 7 December 2010, the mission of Bank Degroof Petercam SA as depositary bank is complete.
To avoid conflicts of interest, Aedifica's real estate portfolio is assessed by three independent real estate experts, namely:
According to the RREC legislation, the experts assess the entire portfolio every quarter and their assessment is recognised as the carrying amount ("fair value") of the buildings on the balance sheet.
Since 1 January 2011, the expert fee excluding VAT is determined as a fixed amount per type of property appraised.
The valuations are established on the basis of several widely used methodologies:
Aedifica has established financial service conventions with the two following banks:
The remuneration of the financial service is almost entirely based on the amount of the distributed dividend. It amounted to €40 thousand for the 2015/2016 financial year (€64 thousand for the 2014/2015 financial year).
The Company's Articles of Association are available at the Commercial Court of Brussels and on the Company's website (www.aedifica.be).
The statutory and consolidated accounts of the Aedifica Group are registered at the National Bank of Belgium, in accordance with the related legal provisions. The decisions regarding the nomination and the dismissal of the members of the Board of Directors are published in the annexes to the Belgian State Gazette (Moniteur belge/Belgisch Staatsblad). The convening of general meetings is published in the annexes to the Belgian State Gazette (Moniteur belge/Belgisch Staatsblad) and in two financial dailies.
These meeting notices and all documents related to the general meetings are simultaneously available on the Company's website (www.aedifica.be). All press releases, annual and semi-annual reports, as well as all financial information published by the Aedifica Group are available on the Company's website (www.aedifica.be).
The Auditor's Report and the real estate experts' report are available in the Annual Financial Reports provided on the Company's website (www.aedifica.be).
During the period of validity of the registration document, the following documents are available in print at the Company's headquarters, or electronically at www.aedifica.be:
Given the specific legal regime of RRECs, and in particular residential RRECs, the Aedifica shares can present an interesting investment for both private investors and institutional investors.
The Annual Financial Reports (which include the Consolidated Financial Statements -with an abridged version of the Statutory Accounts-, the Consolidated Board of Directors' Report, the Auditor's Report, the Property Report), the interim statements, the semi-annual reports, the description of the financial situation, the information regarding the related-parties, and the historical information regarding the subsidiaries of Aedifica, for the 2012/2013, 2013/2014 and 2014/2015 financial years are included by reference in this Annual Financial Report and are available at the headquarters of Aedifica. These can also be downloaded from the Company's website (www.aedifica.be).
No significant change in the Group's financial or trading situation has occurred since the end of last financial year for which audited financial statements or half-year statements have been published.
The modification of shareholders' rights can only be done within the framework of an extraordinary general meeting, in accordance with Articles 558 and 560 of the Belgian Companies Code. The document containing the information on the rights of the shareholders referred to in Articles 533ter and 540 of the Belgian Companies Code can be downloaded from the Company's website (www.aedifica.be).
Refer to chapter on "Risks factors" within this Annual Financial Report.
In addition to paragraph 1.3 above, the history of Aedifica was marked by its IPO on 23 October 2006 (see the chapter "Aedifica in the stock market"), and by numerous acquisitions of real estate assets that have occurred since its creation (detailed in the occasional press releases, in the periodic press releases and in the annual and half-year financial reports available on the Company's website) and that led to the formation of an investment properties portfolio of more than €1 billion.
Voting rights for Aedifica's main shareholders are no different from those that arise from their share in the share capital (as defined in item 18.2 of Annex I of Regulation (EC) No 809/2004).
Mr. Olivier Lippens, Chairman of the Board of Directors of Aedifica SA, and Mr. Stefaan Gielens, CEO of Aedifica SA, declare for and on behalf of Aedifica SA, that to the best of their knowledge:
Mr. Olivier Lippens, Chairman of the Board of Directors of Aedifica SA, and Mr. Stefaan Gielens, CEO of Aedifica SA, attest that, after having taken all reasonable measures for this matter, the information contained in the registration document is, to their knowledge, in accordance with reality and contains no omission likely to affect its scope.
Aedifica SA declares that the information provided by the real estate experts and by the accredited statutory auditor have been faithfully reproduced and included with their consent. As far as Aedifica SA knows and is able to assure, in the light of data published by these third parties, no facts have been omitted that might render the information reproduced incorrect or misleading.
This report contains forecast information. This information is based on Company's estimates and projections and is, by its nature, subject to risks, uncertainties and other factors. Consequently, the results, financial situation, performance and figures, expressed or implicitly communicated, may differ substantially from those mentioned or suggested by the forecast information. Taking into account these uncertain factors, statements regarding future developments cannot be interpreted as a guarantee in any way.
The Board of Directors of Aedifica SA declares that there exists no government intervention, proceeding or arbitration procedure that may have a significant influence, or may have had such an influence in the recent past, on the financial position or profitability of Aedifica SA and that, as far as is known, there are no situations or facts that could give rise to such government intervention, proceeding or arbitration procedure.
The Board of Directors declares that, to the best of its knowledge:
no family ties exist between the Directors and/or members of the Management Committee.
| Date | Description | Amount of capital (€) |
Number of shares |
|---|---|---|---|
| 7 November 2005 | Initial capital paid up by Degroof Bank and GVA Finance | 2,500,000.00 | 2,500 |
| 2,500,000.00 | 2,500 | ||
| 29 December 2005 | Contribution in cash | 4,750,000.00 | 4,750 |
| Merger of "Jacobs Hotel Company SA" | 100,000.00 | 278 | |
| Merger of "Oude Burg Company SA" | 3,599,587.51 | 4,473 | |
| Transfer of reserves to capital | 4,119,260.93 | ||
| Capital decrease | -4,891,134.08 | ||
| 10,177,714.56 | 12,001 | ||
| 23 March 2006 | Merger of "Sablon-Résidence de l'Europe SA" | 1,487,361.15 | 11,491 |
| Merger of "Bertimo SA" | 1,415,000.00 | 3,694 | |
| Merger of "Le Manoir SA" | 1,630,000.00 | 3,474 | |
| Merger of "Olphi SA" | 800,000.00 | 2,314 | |
| Merger of "Services et Promotion de la Vallée (SPV) SA" | 65,000.00 | 1,028 | |
| Merger of "Emmane SA" | 2,035,000.00 | 5,105 | |
| Merger of "Ixelinvest SA" | 219.06 | 72 | |
| Merger of "Imfina SA" | 1,860.95 | 8 | |
| Contribution in kind of the business of "Immobe SA" | 908,000.00 | 908 | |
| Contribution in kind (Lombard 32) | 2,500,000.00 | 2,500 | |
| Contribution in kind (Laeken complex - Pont Neuf and Lebon 24-28) | 109,115,000.00 | 10,915 | |
| 31,935,155.52 | 53,510 | ||
| 24 May 2006 | Contribution in kind (Louise 331-333 complex) | 8,500,000.00 | 8,500 |
| 40,435,155.52 | 62,010 | ||
| 17 August 2006 | Contribution in kind (Laeken 119 and 123-125) | 1,285,000.00 | 1,285 |
| Partial demerger of "Financière Wavrienne SA" | 5,400,000.00 | 5,400 | |
| Mixed demerger of "Château Chenois SA" | 123,743.15 | 14,377 | |
| Merger of "Medimmo SA" | 1,000,000.00 | 2,301 | |
| Merger of "Cledixa SA" | 74,417.64 | 199 | |
| Merger of "Société de Transport et du Commerce en Afrique SA" | 62,000.00 | 1,247 | |
| Mixed merger of "Hôtel Central & Café Central SA" | 175,825.75 | 6,294 | |
| 48,556,142.06 | 93,113 | ||
| 26 September 2006 |
Split by 25 of the number of shares | 48,556,142.06 | 2,327,825 |
| Contribution in kind (Rue Haute and Klooster Hotel) | 11,350,000.00 | 283,750 | |
| 59,906,142.06 | 2,611,575 | ||
| 3 October 2006 | Contribution in cash | 23,962,454.18 | 1,044,630 |
| 83,868,596.24 | 3,656,205 | ||
| 27 March 2007 | Contribution in kind (Auderghem 237, 239-241, 266 et 272, Platanes 6 and Winston Churchill 157) |
4,911,972.00 | 105,248 |
| 88,780,568.24 | 3,761,453 | ||
| 17 April 2007 | Merger of "Legrand CPI SA" | 337,092.73 | 57,879 |
| Contribution in kind (Livourne 14, 20-24) | 2,100,000.00 | 44,996 | |
| 91,217,660.97 | 3,846,328 | ||
| 28 June 2007 | Partial demerger of "Alcasena SA" | 2,704,128.00 | 342,832 |
| Contribution in kind (Plantin Moretus) | 3,000,000.00 | 68,566 | |
| 96,921,788.97 | 4,275,726 | ||
| 30 November 2007 | Partial demerger of "Feninvest SA" | 1,862,497.95 | 44,229 |
| Partial demerger of "Résidence du Golf SA" | 5,009,531.00 | 118,963 | |
| 103,793,817.92 | 4,438,918 | ||
| 30 July 2008 | Partial demerger of "Famifamenne SA" | 2,215,000.00 | 50,387 |
| Partial demerger of "Rouimmo SA" | 1,185,000.00 | 26,956 | |
| 107,193,817.92 | 4,516,261 | ||
| 30 June 2009 | Contribution in kind (Gaerveld service flats) | 2,200,000.00 | 62,786 |
| 109,393,817.92 | 4,579,047 | ||
| 30 December 2009 | Contribution in kind (Freesias) | 4,950,000.00 | 129,110 |
| 114,343,817.92 | 4,708,157 | ||
| 30 June 2010 | Partial demerger of "Carbon SA", "Eburon SA", "Hotel Ecu SA" and "Eurotel SA" | 11,239,125.00 | 273,831 |
| Partial demerger of "Carlinvest SA" | 2,200,000.00 | 51,350 | |
| 127,782,942.92 | 5,033,338 | ||
1
| 15 October 2010 | Contribution in cash | 51,113,114.26 | 2,013,334 |
|---|---|---|---|
| 178,896,057.18 | 7,046,672 | ||
| 8 April 2011 | Contribution in kind (Project Group Hermibouw) | 1,827,014.06 | 43,651 |
| 180,723,071.24 | 7,090,323 | ||
| 29 June 2011 | Merger of "IDM A SA" | 24,383.89 | 592 |
| 180,747,455.13 | 7,090,915 | ||
| 5 October 2011 | Contribution in kind of the shares of "SIRACAM SA" | 3,382,709.00 | 86,293 |
| 184,130,164.13 | 7,177,208 | ||
| 12 July 2012 | Mixed demerger of "S.I.F.I. LOUISE SA" | 800,000.00 | 16,868 |
| 184,930,164.13 | 7,194,076 | ||
| 7 December 2012 | Capital increase through contribution in cash | 69,348,785.78 | 2,697,777 |
| 254,278,949.91 | 9,891,853 | ||
| 24 June 2013 | Merger of limited liability company "Terinvest" | 10,398.81 | 8,622 |
| Merger of limited partnership "Kasteelhof-Futuro" | 3,182.80 | 3,215 | |
| 254,292,531.52 | 9,903,690 | ||
| 12 June 2014 | Contribution in kind (Binkom) | 12,158,952.00 | 258,475 |
| 266,451,483.52 | 10,162,165 | ||
| 30 June 2014 | Contribution in kind (plot of land in Tienen) | 4,000,000.00 | 86,952 |
| 270,451,483.52 | 10,249,117 | ||
| 24 November 2014 | Optional dividend | 5,763,329.48 | 218,409 |
| 276,214,813.00 | 10,467,526 | ||
| 4 December 2014 | Partial demerger of "La Réserve Invest SA" | 12,061,512.94 | 457,087 |
| 288,276,325.94 | 10,924,613 | ||
| 29 June 2015 | Capital increase through contribution in cash | 82,364,664.56 | 3,121,318 |
| 370,640,990.50 | 14,045,931 | ||
| 2 October 2015 | Contribution in kind (plot of land in Opwijk) | 523,955.84 | 2 19,856 |
| 371,164,946.34 | 14,065,787 | ||
| 17 December 2015 | Contribution in kind (Prinsenhof) | 2,748,340.46 | 3 104,152 |
| 373,913,286.80 | 14,169,939 | ||
| 24 March 2016 | Contribution in kind (plot of land in Aarschot Poortvelden) | 582,985.31 | 4 22,093 |
| 374,496,272.11 | 14,192,032 |
1 Shares without par value.
2 These shares will be traded after coupon detachment related to the 2015/2016 financial year in principle on 2 November 2016 and give prorata temporirs dividend rights for the 2015/2016 financial year. They enjoy the same rights and benefits as listed shares and participate in the result of Aedifica prorata temporis.
3 These shares are quoted on the stock market as from 21 December 2015 and give dividend rights for the 2015/2016 financial year. They enjoy the same rights and benefits as listed shares and participate in the result of Aedifica.
4 These shares are quoted on the stock market as from 30 March 2016 and give dividend rights for the 2015/2016 financial year. They enjoy the same rights and benefits as listed shares and participate in the result of Aedifica.
The share capital amounts to €374,496,272.11 (three hundred seventy four million, four hundred ninety six thousand, two hundred seventy two euro and eleven cents). It is represented by 14,192,032 (fourteen million, one hundred ninety two thousand and thirty-two) shares without nominal value, which each represent 1/14,192,032nd (fourteen million, one hundred ninety two thousand and thirty-two) of the capital. These shares are fully subscribed and paid up.
The Company may acquire its own shares by purchasing them or may accept them in pledge in accordance with the conditions set out in the Belgian Companies Code, provided that notice of the transaction is given to the Financial Services and Markets Authority (FSMA). In accordance with the general meeting resolution of 24 June 2013, two thousand and nine, the Board of Directors is authorised to acquire own shares (which are then called treasury shares), subject to a maximum of 20 % (twenty per cent) of the total number of issued shares, at a unit price that may not be lower than 90 % (ninety per cent) of the average price quoted for the last thirty days of listing of the share on NYSE Euronext Brussels, or higher than 110 % (one hundred and ten per cent) of the average price quoted for the last thirty days of listing of the share on NYSE Euronext Brussels, i.e. a maximum increase or decrease of 10 % (ten per cent) compared to that average price. This authorisation is granted for a renewable period of five years, calculated from the publication of the minutes of the extraordinary general meeting of 24 June 2013, two thousand and nine, in the Annexes to the Belgian State Gazette.
The company may dispose of its treasury shares, on or outside of the stock exchange, under the conditions determined by the Board of Directors and without the prior consent of the general meeting, provided that it observes the applicable market regulations.
The authorisations referred to above also apply to the acquisition and disposal of shares in the company by one or more of its direct subsidiaries, within the meaning of the statutory provisions on the acquisition of shares of a parent company by its subsidiaries.
Every capital increase must take place in accordance with the applicable regulations, i.e. the Belgian Companies Code and the Royal Decree.
In case of a capital increase by means of a cash contribution pursuant to a general meeting resolution or in the context of the authorised capital as provided for in Article 6.4. and without prejudice to the application of Sections 592 to 598 of the Belgian Companies Code, the preferential subscription right of the shareholders may only be restricted or cancelled if existing shareholders are granted an irreducible right of allocation when new securities are allocated. This irreducible right of allocation must comply with the following conditions as set out in the RREC legislation:
Without prejudice to the application of Sections 595 to 599 of the Belgian Companies Code, the irreducible right of allocation does not have to be granted in case of a cash contribution with restriction or cancellation of the preferential subscription right which is made to supplement a contribution in kind for the purpose of distributing an optional dividend, insofar as this is actually made payable to all shareholders.
Without prejudice to Sections 601 and 602 of the Belgian Companies Code, the following conditions must be complied with, in accordance with the RREC legislation, in case of a contribution in kind:
It is permitted to deduct an amount from the amount referred to in item 2(b) that corresponds to the portion of the undistributed gross dividend to which the new shares would potentially not confer any right, provided that the Board of Directors specifically accounts for the amount of the accumulated dividend to be deducted in its special report and the financial conditions of the transaction are explained in its Annual Financial Report.
This last paragraph will not apply to the contribution of the right to a dividend for the purpose of distributing an optional dividend, insofar as this will actually be made payable to all shareholders.
The Board of Directors is authorised to increase the share capital in one or more transactions by a maximum amount of €74,230,000.00 (seventy four million and two hundred and thirty euro) on such dates and in accordance with such terms and conditions as will be determined by the Board of Directors, in accordance with Section 603 of the Belgian Companies Code.
This authorisation is granted for a renewable period of five years, calculated from the publication of the minutes of the extraordinary general meeting of 14 December 2015, in the Annexes to the Belgian State Gazette.
For each capital increase, the Board of Directors will determine the price, the issue premium (if any) and the terms and conditions of issue of the new securities.
The capital increases that are thus decided on by the Board of Directors may be subscribed to in cash, in kind, or by means of a mixed contribution, or by the incorporation of reserves or by issue premiums, with or without the creation of new securities. These capital increases can also be achieved through the issue of convertible bonds or warrants.
If the capital increases realized within the framework of these authorisations include an issue premium, the amount of this premium, after deduction of any costs, will be allocated to a non-disposable account («share premium account»), which will provide a guarantee for third parties in the same manner as the share capital and which, subject to its incorporation in the capital, can only be reduced or abolished by means of a resolution of the general meeting of shareholders deliberating in accordance with the quorum and majority requirements for capital reductions.
If the capital increase is accompanied by an issue premium, only the amount of the capital increase will be deducted from the remaining available amount of the authorised capital.
The Board of Directors is authorised to restrict or cancel the preferential subscription right of shareholders, including in favour of specific persons who are not employees of the company or one of its subsidiaries, provided that an irreducible right of allocation is granted to the existing shareholders when the new securities are allocated. This irreducible right of allocation must comply with the conditions that are laid down in the RREC legislation and Article 6.3(a) of the Articles of Association. It does not have to be granted in case of a cash contribution for the purpose of distributing an optional dividend, in accordance with Article 6.3(a) of the Articles of Association. Capital increases by means of contributions in kind are carried out in accordance with the conditions of the RREC legislation and the conditions provided for in Article 6.3(a) of the Articles of Association. These contributions may also be based on the dividend right in the context of the distribution of an optional dividend.
The Board of Directors is authorised to record the ensuing amendments to the Articles of Association in an officially certified deed.
Pursuant to the RREC legislation, the provisions of Article 6.3(b) apply mutatis mutandis to mergers, de-mergers and equivalent transactions as referred to in Sections 671 to 677, 681 to 758 and 772/1 of the Belgian Companies Code.
Pursuant to the RREC legislation, if there is a capital increase in a subsidiary that has the status of an institutional RREC by means of a cash contribution at a price that is 10 % higher or lower than the lowest of (a) a net asset value that dates from no more than four months before the launch of the issue and (b) the average closing price during the thirty calendar day period before the launch date of the issue, the Board of Directors of Aedifica will draw up a report in which it explains the economic justification of the applied discount, the financial consequences of the transaction for the shareholders of Aedifica and the importance of that capital increase for Aedifica. This report and the applied valuation criteria and methods will be explained by the statutory auditor in a separate report. The reports of the Board of Directors and of the statutory auditor will be publicly disclosed no later than the launch date of the issue and, in any event, as soon as the price is established if this occurs earlier, in accordance with Sections 35 et seq. of the Royal Decree of 14 November 2007 on the obligations of issuers of financial instruments that are admitted to trading on a regulated market.
It is permitted to deduct from the amount referred to in item (b) of the previous paragraph an amount that corresponds to the portion of the undistributed gross dividend to which the new shares would potentially not confer any right, provided that the Board of Directors of Aedifica specifically accounts for the amount of the accumulated dividend to be deducted and explains the financial conditions of the transaction in Aedifica's Annual Financial Report.
If the relevant subsidiary is not listed, the discount referred to in the first paragraph will be calculated solely on the basis of a net value per share that is not more than four months old.
This Article 6.6 does not apply to capital increases that are fully subscribed to by Aedifica or subsidiaries of which the entire capital is held either directly or indirectly by Aedifica.
The Company may reduce its capital subject to compliance with the relevant statutory provisions.
The shares are registered or dematerialised shares, at the option of the shareholder and within the limits set by law.
Every dematerialised share is represented by an accounting entry in the name of the owner or holder at a recognised account holder or settlement institution.
A register of registered shares is held at the Company's registered office, and may be in electronic form. Every shareholder may consult the register in relation to his shares.
In accordance with the act of 14 December 2005 on the abolition of bearer securities, the shares which were not converted into dematerialised shares or for which no conversion into registered shares has been requested by 1 January 2014 will be automatically converted into dematerialised shares. These shares will be entered into a securities account which is registered to the Company, without the Company thus gaining ownership of these shares. The exercise of the rights attached to these shares is suspended until the shareholder has requested the conversion of the shares and the shares have been registered in his name in the registered shareholders' register or in a securities account held by the Company, a recognised account holder or by a settlement institution.
As of 1 January 2015, the shares of which the owner has not been identified will be offered for sale in accordance with the applicable legislation.
The Company may issue the securities referred to in Section 460 of the Belgian Companies Code, with the exception of profit sharing certificates and similar securities, in compliance with the Belgian Companies Code and the RREC legislation.
Every shareholder must notify the Company and the Financial Services and Markets Authority (FSMA) that he possesses voting securities, voting rights or similar financial instruments of the Company, in accordance with the legislation on the disclosure of major shareholdings (the "Transparency Legislation").
The thresholds, which if exceeded (both upwards and downwards) give rise to a notification obligation under the Transparency Legislation, are set at five per cent and multiples of five per cent of the total number of existing voting rights.
Without prejudice to Section 545 of the Belgian Companies Code, nobody may participate in voting at the general meeting of the Company with more voting rights than those associated with the securities that he has given notice of holding at least 20 (twenty) days prior to the date of the general meeting.
The right to participate in and vote at a general meeting is only granted on the basis of the registration for accounting purposes of the shares in the shareholder's name by midnight (Belgian time) on the fourteenth day prior to the general meeting (hereinafter: the "record date"), either by their entry in the Company's share register, their entry in the accounts of a recognised account holder or settlement institution, regardless of the number of shares that the shareholder holds on the day of the general meeting.
Owners of registered shares who wish to participate in the meeting must communicate their intention to the Company by means of an ordinary letter, fax or e-mail, to be sent no later than the sixth day prior to the date of the meeting.
Owners of dematerialised shares who wish to participate in the meeting must submit a certificate issued by a financial intermediary or a recognised account holder which indicates with how many dematerialised shares, as entered in the name of the shareholder in his accounts on the record date, the shareholder has indicated that he wishes to participate in the general meeting. This certificate must be filed at the locations mentioned in the meeting notices, no later than the sixth day prior to the date of the general meeting.
Every owner of securities may be represented at the general meeting by a proxy holder who may or may not be a shareholder. The shareholder may only designate one person as his proxy holder for any specific general meeting, save for the exceptions set out in the Belgian Companies Code.
The Board of Directors draws up a proxy form.
The proxy must be signed by the shareholder. Notice of the proxy must be given to the Company by means of an ordinary letter, fax or e-mail, in accordance with the terms and conditions laid down by the Board of Directors in the meeting notice. The proxy must reach the Company or the venue indicated in the meeting notice no later than the sixth day prior to the meeting. The person granting the proxy and the proxy holder must comply with the provisions of the Belgian Companies Code in all other respects.
Minors, persons declared incompetent and legal entities must be represented by their statutory representatives or representatives under the Articles of Association.
Co-owners, usufructuaries and bare owners, pledgees and pledgors must in each respective case be represented by one and the same person.
Shareholders will be able to vote by letter using a form drawn up by the Company, if the Board of Directors has allowed for this in its meeting notice.
The form must reach the Company no later than the sixth day prior to the date of the meeting.
All general meetings are chaired by the chairman of the Board of Directors or, in his absence, by the managing director or one of the managing directors or, in their absence, by the person designated by the directors in attendance. The chairman designates the secretary.
The meeting elects two vote tellers.
The other members of the Board of Directors complete the bureau.
Every share confers the right to one vote, subject to the suspension of the right to vote provided for by the Belgian Companies Code.
No meeting can validly deliberate on items that do not appear on the agenda.
The general meeting can validly deliberate and vote, regardless of the portion of the share capital that is present or represented, except in those cases for which the Belgian Companies Code requires an attendance quorum.
The general meeting can only validly deliberate on amendments to the Articles of Association if at least half of the share capital is present or represented. If this condition is not met, a new meeting must be convened. The second meeting will validly deliberate and decide regardless of the portion of the capital that is represented by the shareholders who are present or represented.
Unless a statutory provision requires otherwise, all resolutions of the general meeting will be adopted by a simple majority of votes.
Resolutions relating to the approval of the Company's annual accounts and the discharge of directors and statutory auditor(s) from liability are adopted by a majority of votes.
Notwithstanding the exceptions provided for in the Belgian Companies Code, an amendment to the Articles of Association requires a majority of three-quarters of the votes cast.
Voting takes place by a show of hands or roll call, unless the general meeting decides otherwise by means of a simple majority of the votes cast.
Copies or extracts from the minutes for use in court or otherwise will be signed by the chairman, the secretary and the two vote tellers or, in their absence, by two directors.
Within the limits set out by the Belgian Companies Code and the RECC legislation, the Company distributes a dividend to its shareholders, the minimum amount of which is determined in accordance with article 13 of the Royal Decree.
The Board of Directors may adopt a resolution, under its responsibility and insofar as the results allow for it, to pay advances on dividends, in such cases and within such periods as permitted by the Belgian Companies Code.
If the capital has been reduced by half or three-quarters, the directors must put the question of dissolution to the general meeting, pursuant to and in accordance with the formalities set out in Section 633 of the Belgian Companies Code.
If the Company is dissolved, for any reason and at any time, it will be wound up by liquidators who are appointed for this purpose by the general meeting or, in the absence of such an appointment, by the Board of Directors that is in office at that time, acting as the liquidator.
Insofar as required by law, the liquidators will only take office after their appointment has been confirmed by the Commercial Court.
The liquidators have the most extensive powers for that purpose, granted by the provisions of Section 186 et seq. of the Belgian Companies Code.
Where applicable, the general meeting determines the remuneration of the liquidators.
After all debts, charges and costs of liquidation have been paid, the net assets will preferably be used to refund the fully paid-up, unredeemed amount of the shares, in cash or in securities.
The balance will be distributed among all shareholders in proportion to their shareholding.
The provisions on the members of administrative, management and supervisory bodies contained in the Articles of Association are presented below; the surplus is available in the Corporate Governance charter on www.aedifica.be and we refer you to the section "Corporate Governance Statement" in this Annual Financial Report.
The Company is managed by a Board of Directors. This board consists of at least five members who are appointed for a maximum term of three years by the general meeting of shareholders, which can also dismiss them at any time. The directors are eligible for re-election.
The majority of the directors do not perform any executive duties in the Company. At least three directors must be independent. Directors who comply with the conditions for independence as set out in Section 526ter of the Belgian Companies Code are considered to be independent directors.
The mandate of outgoing directors who are not re-elected ends immediately after the general meeting that has made the new appointments.
If one or more mandates become vacant, the remaining directors, convening as a board, may provide for temporary replacement(s) until the next general meeting, which will then make the final appointment(s). The directors must ensure in this case that a sufficient number of independent directors remain as set forth in this article and the applicable regulations. This right will become an obligation each time the number of directors actually in office or the number of independent directors no longer amounts to the minimum number under the Articles of Association.
Notwithstanding the transitional provisions of the RREC legislation, only natural persons can be directors.
A director who is appointed to replace another director will complete the mandate of the director whom he replaces.
Directors must possess the professional reliability and the appropriate competence which is required for the performance of their duties and may not be in a situation as referred to in article 15 of the Act. Their appointment is subject to the prior approval of the Financial Services and Markets Authority (FSMA).
Unless the general meeting decides otherwise, the mandate of directors is unpaid.
Any remuneration the directors do receive, may not be determined on the basis of the activities and transactions carried out by the Company or its subsidiaries.
The Board of Directors chooses a chairman from among its members and meets at the venue specified in the meeting notice or, as appropriate, by video conferencing, telephone or internet conferencing as often as is required by the interests of the Company. The Board of Directors must also be convened when two directors make a request to that effect.
The Board of Directors can only validly deliberate and pass resolutions if the majority of its members are present or represented. Meeting notices are given by ordinary letter, by fax or by e-mail. Meetings are held at the venue specified in the meeting notices. Any director who is unable to attend or absent, may even delegate another member of the board by letter, fax or e-mail to represent him at a specific board meeting and vote in his place. The director granting the proxy is deemed to be present in that case.
However, a director may not represent more than one of his colleagues in this manner.
Resolutions are adopted by a majority of votes. If the votes are tied, the chairman of the board has the casting vote. If the chairman is absent, the oldest director will have the casting vote.
The resolutions of the Board of Directors are recorded in the minutes. The minutes are kept in a special register for that purpose at the Company's registered office and signed by the chairman of the meeting or, in his absence, by two directors.
The proxies are attached to the minutes.
The members of the Board of Directors may arrange to have their comments and remarks entered on these minutes if they are of the opinion they need to relieve themselves of their responsibility, notwithstanding the application of Sections 527 and 528 of the Belgian Companies Code.
Copies or extracts of those minutes will be signed by the chairman of the Board of Directors or, in his absence, by two directors. Pursuant to Section 521, paragraph 1 of the Belgian Companies Code, resolutions of the Board of Directors may be adopted by means of the unanimous written consent of the directors in exceptional cases, when required by urgent necessity and the interests of the Company. However, this procedure cannot be used to prepare the annual accounts or to make use of the authorised capital.
The Board of Directors has the most extensive powers to perform all acts that are necessary or useful to achieve the corporate purpose, with the exception of the acts that are reserved for the general meeting by the Belgian Companies Code or the Articles of Association.
The Board of Directors may delegate all or part of its powers to any authorised representative, who need not be a shareholder or director, with a view to achieving specific and well-defined objectives. Pursuant to the Act and the Royal Decree, the board may determine the remuneration of authorised representatives to whom special powers are delegated.
The Board of Directors draws up semi-annual financial reports as well as a draft Annual Financial Report. The board appoints the real estate expert(s) in accordance with the Royal Decree.
Pursuant to Sections 522 and 526bis of the Belgian Companies Code, the Board of Directors may establish advisory committees, from among its members and under its responsibility, such as an audit committee, a nomination and remuneration committee or an investment and divestment committee.
The Board of Directors determines the composition and powers of these committees, taking into account the applicable regulations.
The Board of Directors may establish a management committee, comprised of several people, who may or may not be directors. The Board of Directors determines the procedures of the committee, the conditions for the appointment of its members, their dismissal, their remuneration and the duration of their mandate.
Without prejudice to the transitional provisions of the RREC legislation, the members of the management are all natural persons. They must possess the professional reliability and the appropriate competence which is required for the performance of their duties and may not be in a situation as referred to in article 15 of the Act. Their appointment is subject to the prior approval of the Financial Services and Markets Authority (FSMA).
Notwithstanding the right of the Board of Directors or, where applicable, the management committee, to designate special representatives for the duties that it specifies, with the exception of those powers which, according to the Belgian Companies Code, the Act and its implementing decrees, are reserved for the Board of Directors, the Board of Directors or, where applicable, the management committee, will entrust the effective management of the Company to at least two natural persons.
These natural persons must have the required professional reliability and appropriate competence to perform these duties and may not be in a situation as referred to in article 15 of the Act. Their appointment is subject to the prior approval of the Financial Services and Markets Authority (FSMA).
These delegates are entrusted with the day-to-day management of the Company and may be given the title of managing director.
They report to the Board of Directors or, where applicable, the management committee.
They can assign powers to special representatives.
These delegates designate the financial institution that is entrusted with providing financial services and distributing the dividend and the surplus after liquidation, with settling the securities issued by the Company and with providing the information that must be disclosed by the Company pursuant to laws and regulations. The delegates to whom the day-to-day management has been delegated may at any time suspend, withdraw or replace the institution entrusted with providing financial services. The decisions relating thereto will be published according to the statutory rules on the Company's website and via press releases. The Company must satisfy itself that such a suspension/withdrawal will not adversely affect the provision of the financial services.
The Company is validly and legally represented in all its acts either by two directors acting jointly, or by two members of the management committee acting jointly, or within the limitations of the day-to-day management, by two persons who have been entrusted with the day-to-day management acting jointly.
The Company is moreover validly represented by special representatives of the Company and, within the limit of the power of attorney granted to them by the Board of Directors, by the management committee or by the delegates entrusted with the dayto-day management.
The audit of the Company is entrusted to one or more statutory auditors who are accredited by the Financial Services and Markets Authority (FSMA).
They perform the duties that are assigned to them under the Belgian Companies Code and the RREC legislation.
Every shareholder who is domiciled abroad and every director, statutory auditor, manager and liquidator must elect domicile in Belgium for the implementation of the Articles of Association. If no election is made, these parties will be deemed to have chosen their domicile at the registered office, where all communications, demands, summonses and notifications can be validly served.
Unless expressly waived by the Company, exclusive jurisdiction is granted to the courts of the Company's registered office for the purpose of all disputes among the Company, its shareholders, bondholders, directors, statutory auditors and liquidators relating to the Company's affairs and the implementation of these Articles of Association.
The Company is moreover governed by the Belgian Companies Code, the Act, the Royal Decree, as well as all other regulatory provisions that apply to it. Provisions that are inconsistent with the mandatory provisions of these laws and decrees will be regarded as null and void. The invalidity of one article, or part of an article, of these Articles of Association will not affect the validity of any of the other articles.
Aedifica is a limited liability Company ("SA/NV") having opted for a public Regulated Real Estate Company (RREC) status.
A Regulated Real Estate Company (RREC) is:
(a) to make property available to users, directly or through a Company in which it holds a participation in accordance with the provisions of the RREC legislation; and
(b) within the limits set out in the RREC legislation, to possess real estate as specified in article 2, 5°, vi to x of the Act;
The notion real estate is to be understood as "real estate" within the meaning of the RREC legislation;
In the context of making available property, the Company can carry out all activities relating to the construction, conversion, renovation, development, acquisition, disposal, management and use of property.
RRECs are regulated by the Financial Services and Markets Authority (FSMA) and have to follow extremely strict rules governing conflicts of interest.
Until 17 October 2014, "REIT" or "Belgian REIT" referred to the status legally known in Belgium as "sicafi" (French) or "vastgoedbevak" (Dutch). As from 17 October 2014, "REIT", "Belgian REIT" or "RREC" refers to "société immobilière réglementée" (SIR, in French) or "gereglementeerde vastgoedvennootschap" (GVV, in Dutch), also translated as "regulated real estate Company" (RREC).
Article 30 of the Act of 12 May 2014 specifies that a public RREC may invest a maximum of 20 % of its consolidated assets in real estate properties which form a single real estate complex. The FSMA can give an exemption under certain circumstances.
European legislation specifies that RRECs, along with all listed companies, must prepare their consolidated annual accounts in accordance with the IAS/IFRS international standards. Given that investment properties constitute their main assets, RRECs must pay particular attention to appraising the fair value of their properties, i.e., in technical terms, to applying IAS 40. This is also applied to the statutory accounts, also prepared under IFRS. In addition, IAS 39 (valuation of financial instruments) is likely to generate significant movements from one year to another in the income statement or balance sheet (statutory and consolidated) of RRECs. IAS 39 and IAS 40 refer to IFRS 13 for the definition of fair value. Aedifica uses the accounting scheme shown in Annex C of the Royal Decree of 13 July 2014.
Real estate properties are assessed at their fair value on a quarterly basis by independent experts and recorded in the balance sheet at this value. Depreciation is not recognised on investment properties.
As return on capital, the Company is required to distribute a sum corresponding to at least the positive difference between the following amounts:
The debt-to-assets ratio of the public RREC and its subsidiaries, and the statutory debt-to-assets ratio of public RRECs, may not exceed 65 % (other than by the change in the fair value of assets) of total consolidated or statutory assets, after deduction of authorised hedging instruments. When exceeding the threshold of 50 %, a financial plan with an implementation schedule must be elaborated, describing the measures taken to prevent the consolidated debt-to-assets ratio from exceeding the threshold of 65 %.
A RREC may not provide financing, except to its subsidiaries.
A RREC is not subject to corporate tax (except on non-recoverable expenses and abnormal or benevolent benefits), provided that at least 80 % of corrected profit is distributed in the form of dividends. Refer to section 4 of chapter "Risks factors" of this Annual Financial Report.
Effective 1 January 2013, the withholding tax on dividends amounts in principle to 27 %. However, the Belgian Minister of Finance announced, in a press release dated 10 June 2016, that he "will propose to the government to adapt the Act of 26 December 2015. This adaptation will permit Belgian RRECs, with at least 60 % of their investments concentrated in properties primarily devoted to healthcare, to benefit once again from a reduced withholding tax rate on dividends". This reduced rate would amount to 15 % (vs. 27 % currently) and would come into effect as of 1 January 2017. Subject to analysis of the final legal texts (to be approved), Aedifica's shareholders could benefit from this reduced rate as more than 60 % of the Company's portfolio is invested in senior housing; this segment comprises "real estate destined for care and housing units suited for healthcare", as described in the Minister's press release. Aedifica welcomes this announcement, which supports the role of professional investors specialising in healthcare real estate, such as Aedifica, and directly benefits to its shareholders.
Companies applying for approved RREC status, or which merge with a RREC, are subject to a reduced rate of taxation, which currently stands at 16.995 % (i.e. 16.5 % plus the crisis tax uplift of 3 %), referred to as the exit tax (i.e. the rate of corporate tax which has to be paid in order to leave the common law system).
Belgian RRECs (SIR/GVV) are investment instruments which can be compared to the Dutch FBI (Fiscale BeleggingsInstellingen), the French SIIC (Société d'Investissement Cotée en Immobilier) and the REIT (Real Estate Investment Trust) which exist in a number of countries, including the United States.
The acquisition value is the agreed value between parties on the basis of which the transaction is performed. If the acquisition of a building takes place by cash payment, through the acquisition of shares of a real estate Company, through the non-monetary contribution of a building against the issue of new shares, by merger through takeover of a property, or by a partial de-merger, the deed costs, audit and consultancy costs, reinvestment bank fees and costs of lifting security on the financing of the absorbed Company and other costs of the merger are also considered as part of the acquisition cost and capitalised in the asset accounts on the balance sheet. Transfer taxes are included if they were paid at the acquisition of the building.
One or more buildings forming a functional unit and including special housing for the elderly, allowing them to lead independent lives and with additional services available on demand.
Period during which any officer or any person covered on the lists established by the Company in accordance with Article 6.5 of the Corporate Governance Charter, as well as any person who is closely related to them, may not carry out any trading of Aedifica shares. Closed periods are shown in the corporate governance statement.
Indexed rents, including rental guarantees, but excluding cost of rent-free periods for occupied surface area.
The Royal Decree of 13 July 2014 regarding RRECs defines the debt-to-assets ratio as follows:
"Total liabilities" in balance sheet
II. Current liabilities C. Other current financial liabilities Hedges
II. Current liabilities – Accrued charges and deferred income as provided in the annexes of the Royal Decree of 13 July 2014 on RRECs.
/ Total assets less authorised hedging instruments ≤ 65 %
Type of contract under which the repair and maintenance of the roof, structure and facades of the building remain the responsibility of the owner while other costs and risks are borne by the operator. This type of contract is common for senior housing in Germany.
Operating result before result on portfolio divided by net rental income.
European Public Real Estate Association is an association, founded in 1999 in order to promote, develop and regroup listed European real estate companies. EPRA establishes standards of conduct in accounting, reporting and corporate governance matters, and harmonises these rules to different countries in order to provide quality and comparable information to investors. EPRA also organises discussion forums on issues that are shaping the future of the sector. Finally, EPRA has created indices that serve as benchmarks for the real estate sector. All this information is available on the website www.epra.com.
The estimated rental value (ERV) is the rental value as determined by independent experts. For furnished apartment buildings, experts' assumptions take into account a hypothetical lease period of 3/6/9 years at the market rent with a single operator, and overlooking furnished occupancy, in order to avoid double assessment of furnishings and goodwill, which are excluded from property values. The rents actually received for furnished apartments are significantly higher than these estimated rental values.
Companies applying for approved RREC status, or which merge with a RREC, are subject to an exit tax. This tax, equivalent to a liquidation tax on net unrealised gains and on tax-exempt reserves, is charged at 16.5 % (increased by a supplementary crisis tax uplift of 3 % for a total of 16.995 %).
The fair value of the Belgian investment properties is calculated as following:
Fair value = investment value / (1+ average transaction cost rate defined by BEAMA)
Buildings with an investment value under €2.5 million:
The average transaction cost rate defined by BEAMA is reviewed annually and adjusted as necessary in 0.5 % increments.
The Belgian experts attest the deduction percentage retained in their periodic reports.
Percentage of shares held by the public, according to the Euronext definition.
Gross dividend per share divided by the stock market price as of closure.
For the total portfolio (excluding furnished apartments): (contractual rents + guaranteed income) / investment value, acquisition value or fair value of the concerned buildings.
For the furnished apartments: (Turnover of the financial year) / (Investment value, acquisition value or fair value of the concerned buildings + goodwill + furnishments).
The international accounting standards (IFRS, or International Financial Reporting Standards, previously called IAS, or International Accounting Standards) are drawn up by the International Accounting Standards Board (IASB). European listed companies have been obliged to apply these standards in their consolidated accounts since the financial year commencing on or after 1 January 2005. Since 2007, RRECs have also been required to apply IFRS in their statutory accounts.
Investment properties including buildings intended for sale and development projects.
Value assessed by the expert, of which transfer taxes are not deducted.
Contract with an initial duration of at least 27 years and less than 99 years, giving a temporary right in rem to the tenant. The tenant has full use of the property during this period and pays an annual fee (rent) in return.
Closing stock market price multiplied by the total number of shares.
Investment properties including buildings intended for sale and excluding development projects.
Total equity and liabilities divided by the number of shares outstanding (after deduction of the treasury shares).
Rental income
For the total portfolio (excluding the furnished apartments): (contractual rents + guaranteed income) / (contractual rents + estimated rental value (ERV) on vacant areas of the property portfolio). We note that this occupancy rate includes the investment properties for which units are in renovation and hence temporarily not rentable. For the furnished apartments: % rented days during the financial year. This occupancy rate can thus not be compared to the one calculated on the rest of the portfolio, as the methodology is specific to this segment.
Property operating result divided by net rental income.
The Royal Decree of 13 July 2014 regarding RRECs defines the operating result before result on portfolio as follows: Property operating result
± Other operating income and charges
Dividend per share divided by the corrected profit per share.
The Royal Decree of 13 July 2014 regarding RRECs defines the profit to be paid out (or corrected profit) as follows: The Company must distribute, as return on capital, an amount corresponding at least to the positive difference between the following amounts:
Corrected profit (A)
Net capital gains on realisation of investment properties not exempt from the obligation of distribution (B)
± Gains and losses on disposals of investment properties during the financial year (gains and losses compared to the acquisition value plus capital expenditures)
± Gains and losses on disposals of investment properties earlier exempted from the obligation of distribution and not reinvested within 4 years (gains and losses compared to the acquisition value plus capital expenditures)
= Net capital gains on realisation of investment properties not exempt from the obligation of distribution (B)
Profit (attributable to owners of the parent)
The Royal Decree of 13 July 2014 regarding RRECs defines the property operating result as follows: Property result
The Royal Decree of 13 July 2014 regarding RRECs defines the property result as follows:
Net rental income
The Royal Decree of 13 July 2014 regarding RRECs defines the result on portfolio as follows:
The transfer of ownership of a property is subject to the payment of transfer taxes. The amount of these taxes depends on the method of transfer, the type of purchaser and the location of the property. The first two elements, and therefore the total amount of taxes to be paid, are only known once the transfer has been completed.
The range of taxes for the major types of property transfer includes:
The effective rate of the transfer tax therefore varies from 0 to 12.5 %, whereby it is not possible to predict which rate would apply to the transfer of a given property before that transfer has effectively taken place.
N.B. We note that, following the interpretations of IFRS by the Belgian Asset Managers Association (BEAMA), the book value of the investment properties under IFRS on the balance sheet is calculated by the expert by deducting a fixed percentage of transfer tax (currently 2.5 %) from the investment value. However, for investment properties with a value of less than €2.5 million, the transfer taxes to be deducted vary depending on the rates applicable given the building's location.
Type of contract under which operating charges, maintenance costs and rents on empty spaces related to the operations are borne by the operator.
Total volume of shares exchanged over the year divided by the total number of listed shares, following the definition of Euronext.
BEAMA: Belgian Asset Managers Association CEO: Chief Executive Officer CFO: Chief Financial Officer CLO: Chief Legal Officer COO: Chief Operating Officer DCF: Discounted Cash Flow EBIT: Earnings Before Interests and Taxes ECB: European Central Bank EPRA: European Public Real Estate Association ERV: Estimated Rental Value FSMA: Financial Services and Markets Authority IAS: International Accounting Standards IFRS: International Financial Reporting Standards IPO: Initial Public Offering IRS: Interest Rate Swap REIT: Real Estate Investment Trust RREC: Regulated Real Estate Company
The 2015/2016 Annual Financial Report constitutes a registration document in accordance with Article 28 of the Belgian Act of 16 June 2006 on the public offering of investment instruments and the admission of investments instruments to trading on a regulated market. It has been approved by the FSMA on 12 September 2016 in accordance with Article 32 of the abovementioned Act.
Public Regulated Real Estate Company under Belgian law Avenue Louise 331 Box 8 in 1050 Brussels Tel +32 (0)2 626 07 70 — Fax +32 (0)2 626 07 71 VAT – BE 0877 248 501 – Registry of Legal Entities of Brussels
www.aedifica.be
Louizalaan 331 Avenue Louise — Brussel 1050 Bruxelles tel +32 (0)2 626 07 70 — fax +32 (0)2 626 07 71 Openbare gereglementeerde vastgoedvennootschap naar Belgisch recht Société immobilière réglementée publique de droit belge BTW BE 0877 248 501 - R.P.R. Brussel — TVA BE 0877 248 501 - R.P.M. Bruxelles
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