Interim / Quarterly Report • Feb 19, 2013
Interim / Quarterly Report
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19 February 2013 – After closing of markets Under embargo until 17:40 CET
1 See press release of 4 December 2012.
2 That is excluding change in fair value of hedging instruments. 3 That is excluding change in fair value of investment properties. 4 In this whole document (unless otherwise specified), « expectations » refers to the half year figures based on which the annual prospects for the profit excluding IAS 39 and IAS 40 for the financial year 2012/2013, published in the Securities note of the capital increase of 7 December 2012, has been determined.
19 February 2013 – After closing of markets Under embargo until 17:40 CET
Aedifica's investment strategy is built on two underlying demographic trends, namely the growing population in the main cities and the ageing population. These two trends have contributed to market confidence in the Company over the course of the semester, which is confirmed by the successful capital increase of €100 million completed on 7 December 2012. This will enable Aedifica to pursue its investment strategy. After the capital increase, Aedifica already announced two important investments in the senior housing segment: the acquisition of the "Résidence Les Cheveux d'Argent" rest home in the Province of Liège (€4 million) and the project for the new "Residentie Sporenpark" rest home in the Province of Limburg (€17.4 million).
During the reviewed semester, the fair value of investment properties exceeded the €600 million threshold (€619 million as of 31 December 2012; €593 million as of 30 June 2012). Development projects to be completed in the coming years represent an additional investment portfolio of nearly €134 million; 95 % of these projects are pre-let. In view of its current debt level (35 %) and excellent relationship with its banks, Aedifica's balance sheet structure allows the company to execute its future development projects while maintaining its current equity levels, and to continue prospecting for new opportunities. Several investments opportunities are currently under consideration.
In parallel with its investment activities, Aedifica continues to manage its existing real estate portfolio, which consists of apartment buildings (unfurnished and furnished apartment buildings), senior housing (which represents the most significant segment in terms of both rental income and fair value), and hotels. This translates into rental incomes of €18 million (supported by an occupancy rate of 97.3 % for the unfurnished portion of the portfolio and 80.8 % for the furnished portion), an increased EBIT margin (77 % as compared to 76 % one year earlier), and well controlled financing costs. Profit (excluding non-cash elements arising from application of accounting standards on financial instruments and investment properties) has reached €8.2 million (compared to €7.2 million on 31 December 2011), i.e. €0.94 per share (compared to €1.00 per share on 31 December 2011) computed on the basis of the number of rights to the dividend expected at the end of the financial year. The decline of the profit excluding IAS 39 and IAS 40 per share originated in the dilution resulting from the capital increase of 7 December 2012. This result (in absolute terms and per share) is better than expected.
The dividend expectations for the current financial year remain unchanged at €1.78 gross per share.
Aedifica welcomes the lifting, end of December 2012, of the uncertainties related to the tax treatment of dividends distributed by the residential Belgian REITs that persisted throughout 2012. A withholding tax at 15 % will apply to dividends paid as from 1 January 2013 and the residential Belgian REITs can now invest within the European Economic Area.
Aedifica is a Belgian listed company investing in residential real estate. It develops a real estate portfolio around the following investment poles:
Aedifica is listed on NYSE Euronext Brussels (continuous market). Its financial year ends on the 30th June.
This interim Board of Directors' report is an update of the Board of Directors' report as of 30 June 2012, included in the annual financial report 2011/2012 (and comprising a glossary listing the definitions of the main technical terms used). Only the significant changes that have taken place since then are presented here.
On 16 November 2012, Aedifica launched a capital increase in cash with preferential right in a gross amount of €99.8 million. The main objective is to collect new financial resources in order to pursue growth in its property portfolio while maintaining an appropriate level of indebtedness (50-55 %). In this context, Aedifica issued on 7 December 2012 2,697,777 new shares at an issue price of €37.00 per share, i.e. €99,817,749 (including share premium). These new shares were immediately admitted to trading and give right to a prorata temporis dividend as from 7 December 2012.
This operation was the largest public capital increase that took place in Belgium in 2012.
After closing of markets on 15 February 2012, the company's market capitalisation amounted to approximately €436 million (as compared to €324 million on 15 November 2012, just before the launch of the operation).
As a reminder, as published in the annual financial report 2011/2012:
19 February 2013 – After closing of markets Under embargo until 17:40 CET
The timetable showing the maturity of Aedifica's current credit facilities is presented in section 6.8. of chapter IV enclosed.
The general meeting of Aedifica proceeded on 12 July 2012 into a mixed de-merger of the "Société d'Investissements et de Financement Immobiliers de l'avenue Louise" (SIFI LOUISE), which aimed to transfer to Aedifica a parcel of land (approximately 349 m2 ) belonging to SIFI LOUISE with a contractual value of €0.8 million. This property is located in the Louise district of Brussels, between the streets avenue Louise, rue Vilain XIIII and rue du Lac. Preliminary plans and studies related to the residential development project (an apartment building), which will be constructed on the aforementioned land, were also transferred to Aedifica as part of this transaction. No debts were assumed by Aedifica as a result of the mixed de-merger. 16,868 new Aedifica shares (granting dividend rights as from 12 July 2012 and to be listed as from the ex-dividend date related to the 2012/2013 financial year) were issued on this occasion.
On 20 August 2012, Aedifica acquired an apartment in the "Ring" apartment building located at Plantin-Moretuslei 107-115 in Antwerp. Aedifica now holds 88 of the 98 apartments in this building, which first entered its investment portfolio in 2007.
On 18 December 2012, Aedifica announced the acquisition of a plot of land of approximately 6,500 m² located on the former mining site in Beringen-Mijn, in the Province of Limburg.
This site, located between the Stationsstraat and the Koolmijnlaan, will undergo a makeover thanks to the be-MINE project currently in progress that will reach completion in 2020. The project1 consists in redeveloping the site into several zones, combining culture (museum of the mine, shows, exhibitions), shopping (via a shopping centre) and leisure (sport activities including a new municipal swimming pool), next to housing and workplaces. The "Houtpark" residential project will bring together various accommodations: single family housing, apartments, a rest home and assisted-living apartments. Aedifica will participate in this project through the construction of the rest home that will begin in the spring of 2013. The completion of the project is expected in the fall of 2014. Eventually, the rest home will include 110 beds and 17 assisted-living apartments, spread over a built area of approximately 9,300 m².
Aedifica provides a budget of €17.4 million for the development of the rest home. The project will be entirely funded by its credit facilities.
1 The three partners of the be-MINE project are DMI Vastgoed, Van Roey Vastgoed and the Limburg investment company LRM. DMI Vastgoed and Van Roey Vastgoed are leading and multidisciplinary real estate developers. LRM is an investor offering entrepreneurs a unique combination of venture capital and real estate.
The "Residentie Sporenpark" rest home will be operated by the group Senior Living Group (a major player in the Belgian senior care market), on the basis of a triple net long lease of 27 years. The expected rental yield amounts to approximately 6 %.
This was Aedifica's first important investment after the capital increase of €100 million1 which was successfully completed on 7 December 2012.
Residentie Sporenpark2 . Photos: © 2012 – A33 Architecten.
On 20 December 2012, Aedifica announced the acquisition of all shares of "Immo Cheveux d'Argent SA", owner of the rest home "Résidence Les Cheveux d'Argent" in Sart-lez-Spa, in the Province of Liège.
The "Résidence Les Cheveux d'Argent"3 rest home currently comprises 80 beds. It is operated by the group Senior Living Group (a major player in the Belgian senior care market), on the basis of a triple net long lease of 27 years. The initial rental yield amounts to approximately 6 %. The contractual value of the rest home used in the acquisition price computation amounts to approximately €4 million4 .
The "Résidence Les Cheveux d'Argent" is located in a beautiful scenery on a plot of land of approximately 3.9 ha, offering a potential for a future development. An extension of 20 assisted-living apartments is currently under review with the operator of the rest home. An investment budget of approximately €3 million is already set aside for the development of this extension.
Résidence Les Cheveux d'Argent (Sart-lez-Spa)
1 See press releases of 4 December 2012. 2 Located Stationsstraat in 3582 Beringen. 3 Located 7 avenue F. Jérôme in 4845 Sart-lez-Spa. 4 Not exceeding the investment value estimated on 30 November 2012 by Aedifica's independent expert.
19 February 2013 – After closing of markets Under embargo until 17:40 CET
On 25 October 2012, Aedifica disposed of 1 apartment in the building "Broqueville 8" located in Brussels, a co-owned building. This sale generated a net gain on disposal of approximately 25 % as compared to its most recent fair value (30 September 2012). Aedifica now holds 6 apartments in this building.
As previously announced, the Armonea group has transferred the beds and residents from the "Logis de Famenne" rest home in Wanlin toward the new rest home '"Pont d'Amour" in Dinant (completed in April 2012). Since the transfer, the Armonea group continued to assume its lease obligations in respect of the "Logis de Famenne" rest home.
After examining various possible reallocation options together with Aedifica, a new operator was found for the Wanlin site. This new operator has taken over the lease obligations since 10 September 2012.
The new operator of the site is the group "Le Carrosse". "Le Carrosse" is a set of institutions that offer a permanent collective home in Belgium to individuals with mental retardation associated or not with specific pathologies. The group currently hosts more than 250 residents spread across 10 sites in Belgium. The group renamed the "Logis de Famenne" site to "La Boule de Cristal".
Aedifica looks forward to this new collaboration with a key player in a sector that is consistent with the strategy of Aedifica, where care and housing needs are combined.
The following development projects are in progress:
Phase I of the renovation and extension of the Koning Albert I rest home in Dilbeek was completed on 18 January 2013, a few months earlier than originally planned. The building was operational on that date.
Since 15 February 2013, Aedifica's new website is online at the following address: www.aedifica.be. In
accordance with its objective of transparency in its financial communication, the company is aiming at providing information in a clear and easily accessible way. The structure of the new website is consistent with the previous version, but it adopts a refreshed modern style, adapted to new computer technologies for a more ergonomic consultation with the tablets and smartphones.
As a reminder, Aedifica's financial communication already took a new dimension with the translation into English of its press releases (since 26 October 2012) and its annual financial report. These documents are available on the website of Aedifica.
During the first semester of the financial year, Aedifica increased its portfolio of marketable investment properties by €15 million, from a fair value of €583 million to €598 million (+3 %). This growth mainly comes from the acquisitions during the semester (€5 million – see section 3.1.2. above) and the changes in the fair value of marketable investment properties recognised in income (+€9 million, or +1.51 % over the first semester). This appreciation, assessed by the independent experts, is broken down as follows:
As of 31 December 2012, Aedifica had 125 marketable investment properties, with a total surface area of 298,000 m2 , consisting mainly of:
The breakdown by segment is as follows (in terms of fair value):
The geographical breakdown is as follows (in terms of fair value):
The occupancy rate1 of the total unfurnished portion of the portfolio amounted to 97.3 % as of 31 December 2012. This is a very high level although it is slightly below the record level rates recorded over the previous financial year (97.8 % as of 30 June 2012).
The occupancy rate of the furnished portion of the company's real estate portfolio reached 80.8 % over the first six months of the financial year. This is a decrease as compared to the occupancy rate realised on the first six months of the previous financial year (84.3 %) and to the occupancy rate on the whole 2011/2012 financial year (82.3 %). This reflects the amplified seasonality arising from the economic climate, as noted in the previous publications, and is also explained by the fact that Aedifica currently takes advantage of the economic slowdown to renovate some of its furnished apartments. Hence, during the first semester, 24 of the 295 apartments (i.e. 8 % of the units) were unavailable for rental due to renovation. The first figures for the second semester of the 2012/2013 financial year indicate an occupancy rate for furnished apartments at a normalised level above 80%, slightly above the expectations.
The average remaining lease maturity for all buildings in the portfolio is 18 years, unchanged compared to 30 June 2012. According to the "Belgian REIT Overview", published each month by Bank Degroof, Aedifica is significantly ahead of the industry average in terms of its average remaining lease maturity. This impressive aggregate performance is explained by the large proportion of long term contracts (such as long leases) in the company's portfolio.
The table below presents the gross yield of the portfolio by segment compared to the fair value of the marketable investment properties, increased by (regarding furnished apartments) the goodwill and the carrying amount of the furniture.
In general terms, the slight decline in the gross yield ("yield compression") comes from the fact that the fair value of the buildings grew faster than the contractual rents.
1 The occupancy rate is calculated as follows:
- 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.
| 31 December 2012 | |||||||
|---|---|---|---|---|---|---|---|
| (x €1,000) | Unfurnished apartment buildings |
Furnished apartment buildings |
Senior housing |
Hotels and other |
Marketable investment properties |
Development project |
Investment properties |
| Fair value | 136,243 | 61,892 | 325,496 | 74,826 | 598,457 | 20,320 | 618,777 |
| Annual contractual rents |
7,116 | 5,326 * | 19,282 | 4,828 | 36,552 | - | 36,552 |
| Gross yield (%)** | 5.2% | 8.2% | 5.9% | 6.5% | 6.1% | - | - |
| 31 December 2011 | |||||||
| (x €1,000) | Unfurnished apartment buildings |
Furnished apartment buildings |
Senior housing |
Hotels and other |
Marketable investment properties |
Development project |
Investment properties |
| Fair value | 133,867 | 59,675 | 292,303 | 60,485 | 546,330 | 19,732 | 566,062 |
| Annual contractual rents |
7,244 | 5,835 * | 17,467 | 4,043 | 34,589 | - | 34,589 |
| Gross yield (%)** | 5.4% | 9.2% | 6.0% | 6.7% | 6.3% | - | - |
* The amounts related to the furnished apartments correspond to the annualised rental income exl. VAT (from 1/07 to 31/12).
** Based on the fair value (re-assessed every 3 months), increased with the goodwill and the furniture for the furnished apartments. In the senior housing segment, the gross yield and the net yield are equal ("triple net" contracts), the operating charges, the maintenance costs and the rents on empty spaces related to the operations being supported by the operator. It goes the same for the hotels.
The condensed financial statements prepared in accordance with IAS 34, is presented on page 34 of this half year financial report. The following sections of the interim Board of Directors' report analyse the financial statements using an analytical framework that conforms to the company's internal reporting structure.
| Consolidated income statement - analytical format | 31 December | 31 December |
|---|---|---|
| (x €1,000) | 2012 | 2011 |
| Rental income | 18,037 | 16,728 |
| Rental-related charges | -69 | -28 |
| Net rental income | 17,968 | 16,700 |
| Operating charges* | -4,152 | -4,041 |
| Operating result before result on porfolio | 13,816 | 12,659 |
| EBIT margin** % | 77% | 76% |
| Financial result excl. IAS 39 | -5,597 | -5,467 |
| Corporate tax | -29 | -19 |
| Profit excl. IAS 39 and IAS 40 | 8,190 | 7,173 |
| Number of dividend rights*** | 8,715,113 | 7,152,854 |
| Earnings per share excl. IAS 39 and IAS 40 (€/share)2 | 0.94 | 1.00 |
| Profit excl. IAS 39 and IAS 40 | 8,190 | 7,173 |
| IAS 40 impact **** | 9,926 | 6,139 |
| IAS 40 impact: gains on disposals of investment properties | 54 | 0 |
| IAS 39 impact * | -1,792 | -6,699 |
| Profit (owners of the parent) | 16,378 | 6,613 |
| Weighted average number of shares outstanding (IAS 33) | 7,558,301 | 7,130,466 |
| Earnings per share (owners of the parent - IAS 33 - €/share) | 2.17 | 0.93 |
* Items IV to XV of the income statement.
** Operating result before result on portfolio divided by the net rental income.
*** Calculated on the basis of the number of dividend rights expected at the end of the financial year.
**** Changes in fair value of investment properties.
***** Changes in fair value of hedging instruments.
The consolidated turnover (consolidated rental income) for the 1st semester of the 2012/2013 financial year amounts to €18.0 million. This is slightly above the expectations, despite the highly difficult economic context.
The consolidated turnover for the semester shows an increase (+8 %) as compared to the same period during the prior year. This evolution comes from the four segments in the table below:
1 The consolidated income statement covers the 6 month period from 1 July 2011 to 31 December 2012. Acquisitions are accounted for on the date of the effective transfer of control. Therefore, these operations present different impacts on the income statement, depending on whether they took place at the beginning, during, or at the end of the period.
2 The decline of the profit excluding IAS 39 and IAS 40 per share presented here (calculated on the number of dividend rights expected at the end of the financial year) originated in the dilution resulting from the capital increase of 7 December 2012. The calculation of the profit excluding IAS 39 and IAS 40 per share on the basis of the IAS 33 denominator (that is on the basis of the weighted average number of sharess outstanding) is €1.08 per share (against €1.01 per share as of 31 December 2012).
| Consolidated rental income (x €1,000) |
31 December 2012 |
31 December 2011 |
Var. (%) on a like-for-like basis |
Var. (%) |
|---|---|---|---|---|
| Unfurnished apartment buildings | 3,496 | 3,602 | -3% | -3% |
| Furnished apartment buildings | 2,665 | 2,803 | -11% | -5% |
| Senior housing | 9,536 | 8,366 | +3% | +14% |
| Hotels and other | 2,391 | 2,007 | -3% | +19% |
| Inter-segment | -51 | -50 | ||
| Total | 18,037 | 16,728 | -1% | +8% |
After deducting rental-related charges, the net rental income amounts to €18 million (+8 % as compared to 31 December 2011).
The property result is €17.2 million (31 December 2011: €15.9 million). This result, less other direct costs, provides a property operating result of €15.6 million (31 December 2011: €14.3 million), which represents an operating margin1 of 86 % (31 December 2011: 86 %).
After deducting overheads of €1.8 million (31 December 2011: €1.7 million) and taking into account other operating income and charges, the operating result before result on portfolio has increased by 9 %, reaching €13.8 million. This result represents an EBIT margin of 77 % (31 December 2011: 76 %) and is slightly ahead of the expectations.
The share of each segment in the operating result before result on portfolio (constituting the segment result under IFRS 8) is detailed in note 3 of the condensed consolidated financial statements below.
After taking account of the cash outflows of €3.3 million generated by hedging instruments (described below), net interest charges amount to €5.4 million (31 December 2011: €5.4 million). The average effective interest rate (4.0 % before capitalising interest on development projects) is lower as compared to that reported in first semester 2011/2012 (4.4 %) and is slightly below the expectations. Taking into account other income and charges of a financial nature, 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 IAS 39 and IAS 40 as explained below), the financial result excluding IAS 39 represents a net charge of €5.6 million (31 December 2011: €5.5 million), this is slightly below the expectations.
In conformity with the company's particular regime, the corporate tax (€29 thousand; 31 December 2011: €19 thousand) consists primarily of taxes on Aedifica's non-deductible expenditures.
The profit excluding IAS 39 and IAS 40 reached €8.2 million for this semester (31 December 2011: €7.2 million), or €0.94 per share (31 December: €1.00 per share), computed on the basis of the number of dividend rights expected at the end of the financial year. The decrease of the profit excluding IAS 39 and IAS 40 per share comes from in the dilution resulting from the capital increase of 7 December 2012. This result (in absolute terms and per share) is better than expected.
1 Operating result of the buildings divided by the net rental income.
19 February 2013 – After closing of markets Under embargo until 17:40 CET
The income statement includes, among others, two 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) and (2) changes in the fair value of financial instruments (accounted for in accordance with IAS 39):
Given the non-monetary elements described above, the profit (attributable to owners of the parent) amounts to €16.4 million (31 December 2011: €6.6 million). The earnings per share (basic earnings per share, as defined in IAS 33) is €2.17 (31 December 2011: €0.93).
1 Corresponding to the sum of the positive and negative variations between that of 30 June 2012 or the time of entry of new
buildings in the portfolio, and the fair value estimated by experts as of 31 December 2012 2 Long term hedges permit a notable reduction in the interest rate risk on investment financing which generate revenues over the long term, such as long leases. Note once again that the average duration of Aedifica's leases is 18 years.
| Consolidated balance sheet (x €1,000) |
31 December 2012 | 30 June 2012 |
|---|---|---|
| Investment properties | 618,777 | 592,717 |
| Other assets included in debt-to-assets ratio | 9,071 | 16,337 |
| Other assets | 7 | 38 |
| Total assets | 627,855 | 609,092 |
| Equity | ||
| Excl. IAS 39 impact | 405,495 | 303,023 |
| IAS 39 impact* | -40,034 | -35,447 |
| Equity | 365,461 | 267,576 |
| Liabilities included in debt-to-assets ratio | 220,642 | 303,921 |
| Other liabilities | 41,752 | 37,595 |
| Total equity and liabilities | 627,855 | 609,092 |
| Debt-to-assets ratio (%) | 35.1% | 49.9% |
* Fair value of hedging instruments.
As of 31 December 2012, investment properties represent 99 % (30 June 2012: 97 %) of the assets recognised on Aedifica's balance sheet, valued in accordance with IAS 401 at a value of €619 million (30 June 2012: €593 million). This heading includes:
Other assets included in the debt-to-assets ratio represent 1 % of the total balance sheet (30 June 2012: 3 %).
Since the formation of Aedifica, its capital has evolved steadily along with its real estate activities (contributions, mergers, etc.) and thanks to the capital increases in cash in October 2010 and December 2012. It has increased to €254 million as of 31 December 20122 (30 June 2012: €184 million). Equity (also called net assets), which represents the intrinsic net value of Aedifica, taking into account the fair value of its investment portfolio, amounts to:
1 That is to say, accounted for at their fair value as determined by independent real estate experts (Stadim CVBA and de Crombrugghe & Partners SA).
2 Recall that IFRS requires that the costs incurred to raise capital are recognised as a decrease in the capital reserves.
As of 31 December 2012, liabilities included in the debt-to-assets ratio (as defined in the Royal Decree of 7 December 2010 on Belgian REITs) reached €221 million (30 June 2012: €304 million), of which €212 million (30 June 2012: €296 million) represent amounts drawn on the company's credit facilities. The debt-to-assets ratio amounts therefore to 35.1 % (30 June 2012: 49.9 %). The maximum ratio permitted for Belgian REITs is set at 65 % of total assets, thus, Aedifica maintains an additional consolidated debt capacity of €187 million in constant assets (that is, excluding growth in the real estate portfolio) or €535 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 up to a 46 % in the fair values of its investment properties before reaching the maximum debt-to-assets ratio. Given Aedifica's existing commitments with its banks, which further limit the maximum debt-to-assets ratio of 60 %, the headroom available amounts to €156 million in constant assets, €390 million in variable assets, and -42 % in the fair value of investment properties.
Other liabilities of €42 million (30 June 2012: €38 million) represent mainly the fair value of hedging instruments (31 December 2012: €40 million; 30 June 2012: €35 million).
The table below presents the evolution of the net asset value per share.
Excluding the non-monetary impact (that is to say, non-cash) of IAS 391 and after accounting for the payment of the 2011/2012 dividend in November 20122 , the net assets per share based on the fair value of investment properties is €41.00 as of 31 December 2012, as compared to €40.38 share on 30 June 2012.
| Net asset value per share (in €) | 31 December 2012 | 30 June 2012 |
|---|---|---|
| Based on fair value of investment properties | ||
| Net asset value after deduction of dividend, excl. IAS 39 | 41.00 | 40.38 |
| Dividend paid in November 2012 | 0.00 | 1.85 |
| IAS 39 impact | -4.05 | -4.94 |
| Net asset value based on fair value | 36.95 | 37.29 |
| Number of shares outstanding (excl. treasury shares) | 9,891,161 | 7,175,730 |
1 The IAS 39 impact of €-4.05 per share as of 31 December 2012 is the impact in equity of the fair value of hedging instruments, which is negative for €40 million, mainly booked in the liabilities on the balance sheet. The change in fair value of hedging instruments since 30 June 2012 amounts to €-5 million, of which €-3 million directly booked in equity and €-2 million booked in the income statement.
2 Recall that IFRS requires the presentation of the annual accounts before appropriation. Net assets in the amount of €37.29 per share as of 30 June 2012 thus included the dividend distributed in November 2012, and should be adjusted by €1.85 per share in order to compare with the value as of 31 December 2012. This amount corresponds to the amount of the total dividend (€13.3 million) divided by the total number of shares outstanding as of 30 June 2012 (7,175,730) and is less than the coupon No 8 which amounted to €1.86 per share (certain shares held only rights to a prorata temporis dividend).
In order to compare the net asset value per share with the stock price, one should also take into account the impact of coupon No. 10 which was detached on 16 November 2012 within the framework of the capital increase of 7 December 2012. Taken into account this last element, the net asset value per share can be estimated at €36.39 including IAS 39 impact, or at €40.44 excluding IAS 39 impact.
| Number of shares | 31 December 2012 | 30 June 2012 | ||||
|---|---|---|---|---|---|---|
| Number of shares outstanding* | 9,891,161 | 7,175,730 | ||||
| Total number of shares | 9,891,853 | 7,177,208 | ||||
| Total number of shares on the stock market | 9,874,985 | 7,090,915 | ||||
| Weighted average number of shares outstanding (IAS 33) | 7,558,301 | 7,152,918 | ||||
| Number of dividend rights expected at the end of the financial year** |
8,715,113 | 7,153,096 | ||||
| * After deduction of the treasury shares ** Based on the prorata temporis rights to the dividend for the shares issued during the year. |
The Board of Directors continues to pay close attention to the evolution of the economic and financial context and its effects on the company's activities.
In the current economic climate, that has recently further deteriorated, Aedifica's key strengths are the following:
The dividend expectations for the current financial year, as published in the Securities note relating to the capital increase of December 2012, remains unchanged at €1.78 per share, representing a gross dividend after capital increase of about 4.20 %1 . As a reminder, the dividend for the 2012/2013 financial year will be allocated over two coupons (No. 10 already detached and estimated at €0.78; coupon No. 11 still attached to the outstanding share and estimated at €1.00).
According to the "Belgian REIT Overview", published each month by Bank Degroof, Aedifica is currently the 5th Belgian REIT in terms of the fair value of its investment properties portfolio (5th as of 30 June 2012). Additionally, Aedifica holds the 4th place in terms of the average volume traded on the stock market, with an average daily volume of €330 thousand over the last 12 months (30 June 2012: 4th place with an average daily volume of €230 thousand).
Moreover, between 31 December 2006 and 31 December 2012, Aedifica rose successfully from the 36th to 14th place in the ranking of the 100 largest real estate portfolios in Belgium (according to the "Investors Directory 2013", edited by Expertise BVBA in January 2013).
The Board of Directors consider that the key risk factors summarised in pages 2 to 9 of the annual financial report 2011/2012 and in pages 6 to 14 of the Securities note relating to the capital increase of December 2012, remain relevant for the remaining months of the 2012/2013 financial year.
On the other hand, Aedifica welcomes the lifting, end of December 2012, of the uncertainties related to the tax treatment of dividends distributed by the residential Belgian REITs that persisted throughout 2012.
The Programme law of 27 December 2012 provides indeed that from 1st January 2013, the withholding tax on dividends amounts in principle to 25 %. Aedifica however benefits from a reduction of the withholding tax to 15 %, as a Belgian REIT investing directly at least 60 % of its property in housing, in accordance with articles 171, 3° quater and 269, 3° of the Belgian Income Tax Code. The concept of housing includes single-family houses and collective housing such as apartment buildings
1 In relation to the theoretical ex-rights price and ex-2012/2013 prorata temporis dividend right.
and rest homes. The percentage of 60% will be increased to 80% as from 1st January 20151 . In addition, the residential Belgian REIT can now invest within the European Economic Area.
Related party transactions, as defined under IAS 24 and by the Belgian Companies Code, are the subject of note 15 of the attached condensed financial statements. These transactions comprise the remuneration of Aedifica's directors and executive managers.
Moreover, certain types of transactions are covered by Article 18 of the Royal Decree of 7 December 2010 (with the exception of cases explicitly covered by Article 19 of the same Royal Decree). Over the course of the first semester of the 2012/2013 financial year, no transactions covered by this article and outside of normal business transactions were executed between Aedifica and its regular service providers.
As a reminder, at the Annual General Meeting on 26 October 2012, the office of the following persons were renewed until October 2015: Mr. Stefaan Gielens, Executive Director, RE-INVEST SA, represented by Mrs. Brigitte Gouder de Beauregard, acting as a non-executive independent Director, and SERDISER SCA, represented by Mr. Pierre Iserbyt, acting as non-executive independent Director.
Brussels 18 February 2013. The Board of Directors.
1 As of 31 December 2012, this percentage reaches 79 % for Aedifica. Taken into account the development projects in progress, it should quickly exceed the 80 % threshold.
Aedifica's stock price (AED) has been quoted on the NYSE Euronext Brussels continuous market since 23 October 2006. On 7 December 2012, Aedifica successfully completed its second1 capital increase in cash with preferential right in a gross amount of €99.8 million. Aedifica issued 2,697,777 new shares at a subscription price of €37.00 per share.
On 31 December 2012, Aedifica was registered in the BEL Real Estate Index with a weighting of 6.30 % and in the Bel Mid Index2 with a weighting of 3.19 %.
Based on the stock price as of 31 December 2012 (€44.00), Aedifica shares show:
The above-mentioned estimated premiums do not take into account the detachment of coupon No. 10 in November 2012, which will be paid in November 2013.
Between the date of the IPO (after deduction of the coupons which represented the preferential rights issued as part of the October 2010 and December 2012 capital increases) and 31 December 2012, Aedifica's stock price increased by 18.3 %. This increase shows a very favourable contrast as compared to the Bel Mid and EPRA Europe3 indices, which fell by 11.5 % and 44.1 %, respectively, over the same period.
On 14 February 2013, Aedifica shares closed at a unit price of €44.03, which represents:
The above-mentioned estimated premiums do not take into account the detachment of coupon No. 10 in November 2012, which will be paid in November 2013.
Between the date of the IPO (after deduction of the coupons which represented the preferential rights issued as part of the 15 October 2010 and 7 December 2012 capital increases) and 14 February 2013, Aedifica's stock price increased by 18.4 %. This increase shows a very favourable contrast as
1 As a reminder, on 15 October 2010, Aedifica successfully completed its first capital increase in cash with preferential right in an amount of €67 million gross. Aedifica issued 2,013,334 new shares at a subscription price of €33.45 per share. 2 The Bel Mid indice is composed of values which does not belong to the BEL20 indice, with a floating market capitalisation
above the BEL20 indice level multiplied by €50,000, and a turnover of at least 10 %. In addition, no value can represent more
than 10 % of the Bel Mid indice. 3 For additional information on EPRA indice, refer to EPRA's website (www.EPRA.com).
compared to the Bel Mid and EPRA Europe indices, which fell by 7.5 % and 44.8 %, respectively, over the same period.
| Aedifica share | 31 December 2012 | 30 June 2012 |
|---|---|---|
| Share price at closing (in €) | 44.00 | 48.50 |
| Net asset value per share excl. impact IAS 39 (in €) | ||
| Based on fair value | 41.00 | 40.38 4 |
| Premium (+) / Discount (-) excl. impact IAS 39 | ||
| Based on fair value | 7.3% | 20.1% |
| Net asset value per share after impact IAS 39 (in €) | ||
| Based on fair value | 36.95 | 37.29 5 |
| Premium (+) / Discount (-) after impact IAS 39 | ||
| Based on fair value | 19.1% | 30.1% |
| Market capitalisation (in €) | 434,499,340 | 343,909,378 |
| Free float1 | 88.17% | 88.17% |
| Total number of shares listed | 9,874,985 | 7,090,915 |
| Denominator for the calculation of the net asset value per share | 9,891,161 | 7,175,730 |
| Average daily volume (in shares) | 8,804 | 5,248 |
| Velocity2 | 24.0% | 19.1% |
| Gross dividend per share (in €)3 | 1.78 | 1.86 |
| Gross dividend yield6 | 4.0% | 3.8% |
1 Pourcentage of the capital of a company held by the market, according to the definition of Euronext.
2 Total volume of share exchanged annualised divided by the total number of shares listed on the market,
according to the definition of Euronext. 3 See section 7 of the interim Board of Directors' report here above. 4 After deduction of the dividend 2011/2012 paid in November 2012. 5 Before deduction of the dividend 2011/2012 paid in November 2012. 6 Gross dividend per share, before withholding tax of 15 % (in accordance with the current fiscal law), divided by the share price at closing.
19 February 2013 – After closing of markets Under embargo until 17:40 CET
The stock prices cover the period between the IPO and 14 February 2013.
Aedifica's stock price evolution compared to indexes
| Aedifica | Spot 44,03 |
Var. (%) 18,43 |
|---|---|---|
| BEL MID | 3.414,53 | -7,47 |
| EPRA Belgium | 984,55 | -30,47 |
| EPRA Europe | 1.474,13 | -44,79 |
19 February 2013 – After closing of markets Under embargo until 17:40 CET
Aedifica shareholders holding more than 5% of the Company's total number of shares are listed in the table below (situation as of 15 October 2010)1 .
| Shareholders | In % of the capital |
|---|---|
| Jubeal Fondation | 6.37% |
| Wulfsdonck Investment SA | 5.46% |
| Free Float | 88.17% |
| Total | 100.00% |
The total number of shares (including the treasury shares) is 9,891,853.
| Financial calendar | ||||||
|---|---|---|---|---|---|---|
| Interim statement | 14/05/2013 | |||||
| Annual press release 30.06.2013 | 3/09/2013 | |||||
| Annual financial report 2012/2013 | 13/09/2013 | |||||
| Annual General Meeting 2013 | 25/10/2013 | |||||
| Dividend - ex-date | 30/10/2013 | |||||
| Dividend - payment date | 4/11/2013 | |||||
| Interim statement | 12/11/2013 | |||||
| Half year results 31.12.2013 | 02/2014 |
1 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 15 October 2010.
| Totale surface | Residential | Number of | % Occupancy | Contractual | Contractual rents | Estimated | |
|---|---|---|---|---|---|---|---|
| Unfurnished apartment buildings | (m²) | surface (m²) | residential units | rate | rents | + ERV on empty | rental value |
| spaces | (ERV) | ||||||
| (1) | (2) | (3) | (4) | (5) | |||
| 1 Tervueren 13 A/B | 4,628 | 621 | 3 | 67.0% | 394,367 | 588,742 | 636,878 |
| 2 Sablon | 4,655 | 3,342 | 30 | 93.4% | 908,951 | 973,363 | 920,898 |
| 3 Complexe Laeken - Pont Neuf | 5,720 | 4,637 | 42 | 84.9% | 543,058 | 639,638 | 636,407 |
| 4 Le Bon 24-28 | 1,666 | 1,666 | 15 | 98.7% | 176,501 | 178,901 | 189,263 |
| 5 Lombard 32 | 1,431 | 1,095 | 13 | 91.3% | 183,920 | 201,380 | 175,604 |
| 6 Complexe Louise 331-333 | 4,871 | 1,509 | 9 | 98.4% | 634,700 | 644,700 | 659,600 |
| 7 Place du Samedi 6-10 | 3,769 | 2,365 | 24 | 99.0% | 322,255 | 325,555 | 303,695 |
| 8 Broqueville 8 | 638 | 638 | 6 | 75.1% | 47,947 | 63,804 | 70,308 |
| 9 Bataves 71 | 552 | 312 | 3 | 60.0% | 36,021 | 60,021 | 59,100 |
| 10 Tervueren 103 | 881 | 410 | 6 | 100.0% | 121,815 | 121,815 | 115,715 |
| 11 Louis Hap 128 | 688 | 688 | 7 | 98.0% | 88,945 | 90,745 | 75,648 |
| 12 Rue Haute | 2,630 | 1,380 | 20 | 78.7% | 194,076 | 246,578 | 308,070 |
| 13 Résidence Palace | 6,388 | 6,189 | 57 | 85.2% | 550,900 | 646,600 | 686,200 |
| 14 Churchill 157 | 2,210 | 1,955 | 22 | 89.0% | 235,560 | 264,735 | 266,140 |
| 15 Auderghem 237-239-241-266-272 | 1,739 | 1,739 | 22 | 84.8% | 169,824 | 200,282 | 184,278 |
| 16 Edison | 2,029 | 758 | 7 | 87.7% | 109,559 | 124,919 | 141,088 |
| 17 Verlaine/Rimbaud/Baudelaire | 2,795 | 1,518 | 21 | 93.2% | 252,438 | 270,978 | 280,910 |
| 18 Ionesco | 930 | 930 | 10 | 97.4% | 94,411 | 96,931 | 102,280 |
| 19 Musset | 562 | 472 | 6 | 100.0% | 50,754 | 50,754 | 50,200 |
| 20 Giono & Hugo | 1,412 | 1,412 | 15 | 92.7% | 120,283 | 129,823 | 142,830 |
| 21 Antares | 439 | 439 | 7 | 100.0% | 40,601 | 40,601 | 39,323 |
| 22 Ring | 11,381 | 7,227 | 88 | 100.0% | 898,900 | 898,900 | 813,200 |
| 23 Résidence Gauguin et Manet | 2,885 | 2,885 | 35 | 78.4% | 252,507 | 321,999 | 306,825 |
| 24 Résidence de Gerlache | 6,794 | 6,174 | 75 | 84.9% | 687,756 | 810,506 | 815,465 |
| Total of the segment "Unfurnished | 71,693 | 50,361 | 543 | 89.0% | 7,116,049 | 7,992,270 | 7,979,925 |
| apartment buildings" |
1 It is not in the interest of the shareholder to publish the values by building. The addresses of the buildings are available in the annual financial report 2011/2012. Addresses of the acquisitions since 1 July 2012 are available in the related press releases. The Résidence Les Cheveux d'Argent building is owned by the subsidiary Immo Cheveux d'Argent SA. All other buildings are held by Aedifica SA.
| Furnished apartment buildings | Totale surface (m²) |
Residential surface (m²) |
Number of residential units |
% Occupancy rate |
Contractual rents |
Contractual rents + ERV on empty spaces |
Estimated rental value (ERV) |
|---|---|---|---|---|---|---|---|
| (1) | (2) | (3) | (4) | (5) | |||
| 25 Complexe Souveraine | 11,847 | 11,354 | 116 | 78.4% | 2,324,720 | 2,324,720 | 1,382,083 6 |
| 26 Louise 130 | 1,110 | 694 | 9 | 82.4% | 216,810 | 216,810 | 161,400 6 |
| 27 Louise 135 (+ 2 parkings Louise 137) | 1,978 | 1,930 | 31 | 90.6% | 598,616 | 598,616 | 339,600 6 |
| 28 Louise 270 | 1,043 | 958 | 14 | 69.1% | 193,864 | 193,864 | 144,500 6 |
| 29 Vallée 48 | 623 | 623 | 6 | 77.4% | 115,472 | 115,472 | 87,300 6 |
| 30 Livourne 16-18 (+ 24 parkings Livourne 7-11) |
1,567 | 1,567 | 16 | 80.3% | 351,174 | 351,174 | 258,500 6 |
| 31 Freesias | 3,635 | 3,138 | 37 | 71.2% | 392,378 | 392,378 | 354,000 6 |
| 32 Héliotropes | 1,493 | 1,223 | 25 | 87.2% | 260,086 | 260,086 | 171,700 6 |
| 33 Livourne 20-22 | 1,326 | 1,326 | 12 | 84.8% | 311,184 | 311,184 | 183,800 6 |
| 34 Livourne 14 | 324 | 324 | 6 | 87.5% | 54,800 | 54,800 | 33,400 6 |
| 35 Résidence Chamaris | 1,838 | 1,702 | 23 | 91.9% | 506,440 | 506,440 | 355,290 6 |
| Total of the segment "Furnished | 26,784 | 24,839 | 295 | 80.8% | 5,325,544 | 5,325,544 | 3,471,573 6 |
apartment buildings"
| Totale surface | Residential | Number of residential | % Occupancy | Contractual | Contractual rents | Estimated | |
|---|---|---|---|---|---|---|---|
| Senior housing | (m²) | surface (m²) | units | rate | rents | + ERV on empty | rental value |
| spaces | (ERV) | ||||||
| (1) | (2) | (3) | (4) | (5) | |||
| 36 Château Chenois | 6,354 | 6,354 | 113 | 100.0% | 843,900 | 843,900 | 1,041,200 |
| 37 New Philip | 3,914 | 3,914 | 111 | 100.0% | 462,000 | 462,000 | 549,300 |
| 38 Jardins de Provence | 2,280 | 2,280 | 72 | 100.0% | 379,300 | 379,300 | 371,000 |
| 39 Bel Air | 5,350 | 5,350 | 161 | 100.0% | 674,000 | 674,000 | 738,500 |
| 40 Résidence Grange des Champs | 3,396 | 3,396 | 75 | 100.0% | 398,800 | 398,800 | 476,000 |
| 41 Résidence Augustin | 4,832 | 4,832 | 95 | 100.0% | 501,500 | 501,500 | 504,800 |
| 42 Ennea | 1,848 | 1,848 | 41 | 100.0% | 184,500 | 184,500 | 171,000 |
| 43 Kasteelhof | 3,500 | 3,500 | 82 | 100.0% | 333,700 | 333,700 | 467,400 |
| 44 Wielant | 4,834 | 4,834 | 103 | 100.0% | 512,600 | 512,600 | 571,400 |
| 45 Résidence Parc Palace | 6,719 | 6,719 | 180 | 100.0% | 1,193,400 | 1,193,400 | 1,248,200 |
| 46 Résidence Service | 8,716 | 8,716 | 200 | 100.0% | 1,227,500 | 1,227,500 | 979,900 |
| 47 Résidence du Golf | 6,424 | 6,424 | 202 | 100.0% | 746,000 | 746,000 | 1,080,000 |
| 48 Résidence Boneput | 2,993 | 2,993 | 78 | 100.0% | 432,500 | 432,500 | 493,300 |
| 49 Résidence Aux Deux Parcs | 1,423 | 1,423 | 53 | 100.0% | 218,900 | 218,900 | 268,900 |
| 50 Résidence L'Air du Temps | 2,763 | 2,763 | 88 | 100.0% | 431,900 | 431,900 | 477,000 |
| 51 Au Bon Vieux Temps | 1,268 | 1,268 | 43 | 100.0% | 193,300 | 193,300 | 172,300 |
| 52 Op Haanven | 4,675 | 4,675 | 90 | 100.0% | 394,600 | 394,600 | 425,100 |
| 53 Résidence Exclusiv | 4,253 | 4,253 | 104 | 100.0% | 675,100 | 675,100 | 634,400 |
| 54 Séniorie Mélopée | 2,967 | 2,967 | 70 | 100.0% | 470,100 | 470,100 | 378,100 |
| 55 La Boule de Cristal | 1,290 | 1,290 | 41 units | 100.0% | 90,000 | 90,000 | 155,000 |
| 56 Les Charmes en Famenne | 3,165 | 3,165 | 96 | 100.0% | 284,700 | 284,700 | 317,700 |
| 57 Seniorerie La Pairelle | 5,971 | 5,971 | 51 | 100.0% | 576,700 | 576,700 | 668,000 |
| 58 Residence Gaerveld | 1,504 | 1,504 | 20 units | 100.0% | 161,100 | 161,100 | 160,000 |
| 59 Résidence du Plateau | 8,069 | 8,069 | 143 | 100.0% | 1,210,100 | 1,210,100 | 1,159,800 |
| 60 Seniorie de Maretak | 5,684 | 5,684 | 122 | 100.0% | 503,900 | 503,900 | 671,000 |
| 61 De Edelweis | 5,114 | 5,114 | 95 | 100.0% | 542,200 | 542,200 | 833,900 |
| 62 Bois de la Pierre | 2,272 | 2,272 | 65 | 100.0% | 422,700 | 422,700 | 403,700 |
| 63 Buitenhof | 4,386 | 4,386 | 80 | 100.0% | 528,200 | 528,200 | 615,000 |
| 64 Klein Veldeken | 3,363 | 3,363 | 41 units | 100.0% | 386,200 | 386,200 | 687,300 |
| 65 Koning Albert I | 3,366 | 3,366 | 66 | 100.0% | 184,100 | 184,100 | 886,800 |
| 66 Eyckenborch | 5,457 | 5,457 | 78 | 100.0% | 422,900 | 422,900 | 830,800 |
| 67 Rietdijk | 2,155 | 2,155 | 59 | 100.0% | 320,300 | 320,300 | 330,400 |
| 68 Marie-Louise | 1,959 | 1,959 | 60 | 100.0% | 124,100 | 124,100 | 300,000 |
| 69 Gaerveld | 6,994 | 6,994 | 115 | 100.0% | 751,500 | 751,500 | 755,000 |
| 70 Larenshof | 5,464 | 5,464 | 88 | 100.0% | 828,900 | 828,900 | 721,900 |
| 71 Ter Venne | 6,634 | 6,634 | 100 | 100.0% | 945,800 | 945,800 | 983,500 |
| 72 Pont d'Amour | 4,364 | 4,364 | 76 | 100.0% | 487,100 | 487,100 | 362,300 |
| 73 Résidence Les Cheveux d'Argent | 4,177 | 4,177 | 80 | 100.0% | 237,800 | 237,800 | 317,200 |
| Total of the segment "Senior | 159,897 | 159,897 | 3.335 beds | 100.0% | 19,281,900 | 19,281,900 | 22,207,100 |
| housing" | and 102 units |
| Hotels and other | Totale surface (m²) |
Residential surface (m²) |
Number of residential units |
% Occupancy rate |
Contractual rents |
Contractual rents + ERV on empty spaces |
Estimated rental value (ERV) |
|---|---|---|---|---|---|---|---|
| (1) | (2) | (3) | (4) | (5) | |||
| 74 Hotel Martin's Brugge | 11,369 | 0 | 0 | 100.0% | 1,600,000 | 1,600,000 | 1,171,460 |
| 75 Royale 35 | 1,813 | 0 | 0 | 100.0% | 184,515 | 184,515 | 174,405 |
| 76 Martin's Klooster | 6,935 | 0 | 0 | 100.0% | 1,370,277 | 1,370,277 | 1,141,080 |
| 77 Bara 124-126 | 1,539 | 0 | 0 | 100.0% | 46,680 | 46,680 | 63,113 |
| 78 Corbais 18 | 292 | 292 | 1 | 100.0% | 25,600 | 25,600 | 12,000 |
| 79 Carbon | 5,715 | 0 | 0 | 100.0% | 520,000 | 520,000 | 550,800 |
| 80 Eburon | 4,016 | 0 | 0 | 100.0% | 388,800 | 388,800 | 452,000 |
| 81 Ecu | 1,960 | 0 | 0 | 100.0% | 213,000 | 213,000 | 226,300 |
| 82 Eurotel | 4,779 | 0 | 0 | 100.0% | 356,400 | 356,400 | 368,000 |
| 83 Villa Bois de la Pierre | 320 | 160 | 4 | 100.0% | 30,300 | 30,300 | 32,400 |
| 84 Duysburgh | 470 | 470 | 5 | 100.0% | 62,000 | 62,000 | 39,700 |
| 85 Résidence du Lac | 0 | 0 | 0 | 100.0% | 30,700 | 30,700 | 30,700 |
| Total of the segment "Hotels and other" |
39,208 | 922 | 10 | 100.0% | 4,828,272 | 4,828,272 | 4,261,958 |
| TOTAL investment properties | 297,581 | 236,019 | 950 units and 3.335 beds |
n.a. | 36,551,765 | 37,427,986 | 37,920,556 6 |
1 Surface excluding ground and parkings. The cellars are taken into consideration only in exceptional cases.
2 See Glossary in the 2011/2012 annual financial report. The occupancy rate of the furnished apartment buildings 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 unfurnished apartment buildings includes units in renovation and hence temporarily not rentable.
3 See Glossary in the 2011/2012 annual financial report. The amounts related to the furnished apartment buildings correspond to the annualised rental income excl. VAT.
4 For the furnished apartments buildings, no estimated rented value (ERV) was added for vacancy.
5 See Glossary in the 2011/2012 annual financial report. The ERV is the value as assessed by the independant real estate experts. for the furnished apartment buildings, the experts does not take into account the furnished occupancy.
6 This ERV is not comparable to the contractual rents because (for the furnished apartments buildings) it does not take into account the fact that the apartments are furnished.
| Project or renovation (in € million) |
Address | Estimated inv. |
Inv. as at 31 December 2012 |
Future inv. |
Date of completion |
Comments |
|---|---|---|---|---|---|---|
| I. In progress | ||||||
| Seniorerie La Pairelle Phase II | Wépion | 2.2 | 0.8 | 1.4 | 2012/2013 | Renovation and extension of a rest home. |
| Residentie Sporenpark | Beringen | 17.4 | 1.9 | 15.5 | 2014/2015 | Construction of a new rest home. |
| Résidence Palace - Parkings | Brussels | 0.2 | 0.1 | 0.1 | 2014/2015 | Acquisition of 6 parking spaces to be built. |
| Edelweis | Begijnendijk | 2.9 | 0.8 | 2.1 | 2013/2014 | Extension of the rest home. |
| Rue Haute | Brussels | 1.4 | 0.0 | 1.4 | 2013/2014 | Renovation of a residential building with 20 apartments and 1 commercial groundfloor. |
| Wemmel Zijp | Wemmel | 19.8 | 7.4 | 12.4 | 2013/2014 | Construction of a new rest home. |
| Koning Albert I | Dilbeek | 11.3 | 4.0 | 7.3 | 2013/2014 | Renovation and extension of a rest home. |
| Eyckenborch | Gooik | 8.7 | 1.0 | 7.7 | 2013/2014 | Extension of a rest home. |
| II. Subject to outstanding conditions |
||||||
| Tervuren | Tervuren | 24.0 | 0.0 | 24.0 | 2014/2015 | Construction of a new rest home. |
| Eburon | Tongeren | 0.9 | 0.0 | 0.9 | 2013/2014 | Extension of the hotel and renovation of the existing arches. |
| Résidence du Lac | Brussels | 3.5 | 0.0 | 3.5 | 2015/2016 | Construction of an apartment building. |
| Au Bon Vieux Temps | Mont-Saint-Guibert | 6.6 | 0.2 | 6.4 | 2013/2014 | Construction of a rest home. |
| Klein Veldeken | Asse | 6.1 | 0.0 | 6.1 | 2013/2014 | Extension of a serviceflatbuilging. |
| Marie-Louise | Wemmel | 3.3 | 0.0 | 3.3 | 2014/2015 | Renovation and reconversion of a rest home. |
| Résidence Aux Deux Parcs | Jette | 0.7 | 0.0 | 0.7 | 2012/2013 | Extension of the rest home. |
| Résidence Cheveux d'Argent | Spa | 3.0 | 0.0 | 3.0 | 2014/2015 | Extension of the rest home. |
| Larenshof | Laarne | 7.4 | 0.0 | 7.4 | 2013/2014 | Extension of the rest home and construction of a new serviceflatbuilding. |
| III. Land reserves | ||||||
| Terrain Bois de la Pierre | Wavre | 1.8 | 1.8 | 0.0 | - | Land reserve. |
| Platanes | Brussels | 0.2 | 0.2 | 0.0 | - | Land reserve. |
| IV. Acquisitions subject to outstanding conditions |
||||||
| Krentzen | Olen | 18.0 | 0.0 | 18.0 | 2013/2014 | New rest home with 122 units. |
| Overbeke | Wetteren | 13.0 | 0.0 | 13.0 | 2013/2014 | New rest home with 113 units. |
| Total | 152.4 | 18.2 | 134.2 | |||
| Capitalised costs | - | 0.6 | - | |||
| Changes in fair value | - | 1.4 | - | |||
| Roundings | - | 0.1 | - | |||
| On balance sheet | 20.3 |
Among all these projects, 95 % of them are already pre-let. The total investment budget amounting €134 million is supposed to be paid in cash, except for €23 million relating to the Olen and Wetteren projects for which new shares will be issued by Aedifica (as mentioned in Note 45 of the consolidated financial statements, published in the 2011/2012 annual financial report).
19 February 2013 – After closing of markets Under embargo until 17:40 CET
| Breakdown by segment | 31 December 2012 | 30 June 2012 |
|---|---|---|
| Unfurnished apartment buildings | 23% | 23% |
| Furnished apartment buildings | 10% | 10% |
| Senior housing | 54% | 54% |
| Hotels and other | 13% | 13% |
| Geographical breakdown | 31 December 2012 | 30 June 2012 |
|---|---|---|
| Brussels | 47% | 47% |
| Flanders | 36% | 36% |
| Wallonia | 17% | 17% |
| Breakdown by building (in fair value) | 31 December 2012 |
|---|---|
| Complexe Souveraine (furnished) | 4% |
| Hotel Martin's Brugge (hotel) | 4% |
| Martin's Klooster (hotel) | 4% |
| Résidence Service (senior) | 3% |
| Résidence du Plateau (senior) | 3% |
| Résidence Parc Palace (senior) | 3% |
| Sablon (unfurnished) | 3% |
| Buildings < 3% | 75% |
| Number of buildings | 31 December 2012 | 30 June 2012 |
|---|---|---|
| Unfurnished apartment buildings | 45 | 45 |
| Furnished apartment buildings | 30 | 30 |
| Senior housing | 38 | 37 |
| Hotels and other | 12 | 11 |
| Total | 125 | 123 |
| Age of buildings by type of contract (fair value) |
31 December 2012 | 30 June 2012 |
|---|---|---|
| Triple net contracts | 68% | 68% |
| Other leases 0-10 years | 15% | 15% |
| Other leases > 10 years | 17% | 17% |
19 February 2013 – After closing of markets Under embargo until 17:40 CET
| Initial lease maturity (fair value) | 31 December 2012 30 June 2012 | |
|---|---|---|
| < 15 years | 32% | 32% |
| 15 years | 1% | 2% |
| ≥ 27 years | 67% | 66% |
La durée moyenne restante des baux est de 18 ans.
| Breakdown by segment | 31 December 2012 | 30 June 2012 |
|---|---|---|
| Unfurnished apartment buildings | 19% | 20% |
| Furnished apartment buildings | 15% | 15% |
| Senior housing | 53% | 52% |
| Hotels and other | 13% | 13% |
| Total | 100% | 100% |
| 31 December 2012 | |
|---|---|
| Orpea | 18% |
| SLG | 18% |
| Armonea | 11% |
| Soprim@ | 4% |
| Other senior housing | 2% |
| Subtotal senior housing | 53% |
| Martin's Hotels | 8% |
| Different Hotel Group | 4% |
| Subtotal hotels | 12% |
| Other types of tenants | 35% |
| TOTAL | 100% |
| Yield | 31 December 2012 | 30 June 2012 |
|---|---|---|
| Unfurnished apartment buildings | 5.2% | 5.4% |
| Furnished apartment buildings | 8.2% | 8.8% |
| Senior housing | 5.9% | 6.0% |
| Hotels and other | 6.5% | 6.5% |
| Average | 6.1% | 6.2% |
1 The gross yield is calculated as follows:
- For the total portfolio (excluding furnished apartments): (contractual rents including the guaranteed income) / (fair value of the concerned buildings).
- For the furnished apartments: (Turnover as of 31 December 2012, annualized and excl. VAT) / (fair value of the concerned buildings + goodwill + furnishments).
19 February 2013 – After closing of markets Under embargo until 17:40 CET
| Occupancy rates (Buildings with furnished apartments) | |
|---|---|
| Dec 2011 | 84.3% |
| Dec 2012 | 80.8% |
| Occupancy rates (Total portfolio excluding furnished apartments) | |
|---|---|
| Dec 2011 | 97.9% |
| June 2012 | 97.8% |
| Dec 2012 | 97.3% |
On the secondary market, i.e. the market of real estate sold under transfer rights, it appears that the recovery of the activity in the market of single family homes has come to an end. In 2012, about 80,000 units were sold, representing a decrease of 7 % compared to 2011.
The market of apartments had an absolute peak in the fourth quarter of 2010 with 14,120 units sold, which pushed the annual level to a record of 44.500 sales. In 2011 and 2012, the activity remains high with nearly 42,500 sales, that is more than 13 % higher than the average for the period 2006-2009.
After a brief revival in 2012 of the number of plot of land sold in 2010, the activity eroded to a new historic lower level: 16,600 transactions in 2012.
The continuing decline in the market of vacant land is not without consequences on the construction market: with 41,160 effective starts in 2012 (19,620 single family dwellings and 21,540 apartments), we have, as in 2011, a decrease in the market of a fifth compared to the annual average for the period 2006-2010. In terms of number of developing permits, the evolution is more positive and for 2012, figures are comparable to those in 2010. We note that there is a growing gap between the number of developing permits granted and the number of buildings actually started. This indicates that the constructions do not always start when developing permits are granted (or they start with a delay).
1 The occupancy rate is calculated as follows:
- 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.
2 Written on 14 January 2013 by Stadim CVBA, and reproduced with permission.
During the first half of 2012, the price of dwellings stayed at the same level as the one of the second half of 2011. In the 3rd quarter of 2012, prices went up by 2 %, or even 2.8 % in the market of small and medium-sized housings. The large dwellings remain however at the same level than by end of 2010. Overall, the price of homes over the past five years has increased by 15 %. The largest increase occurred in the Flemish Region: +17%. In the Walloon and Brussels Regions, the increase was +13 % and +7 % respectively.
After a weak first semester, the price of apartments in 2011 recovered in the second half (+1.7 % year on year). The high level of prices recorded at the end of 2011 further increased in 2012 (+1.4 %). In five years, the increase was +20 %. An increase of 2.4 % was recorded in 2012 for the price of vacant lands and 30 % over the past five years.
Overall, we can conclude that the price on the residential market, both in 2011 and 2012, barely follows the health index (2.16 %), whereas in previous years, the increase in purchasing power and the decline in interest rates led to a further pulse. The tendency of financial institutions to reduce both the level of loans (to get in accordance to the purchase price), and the duration of loans, has a clear impact on the market. Life expectancy of parents and grandparents is, for many young people, an additional barrier to gain own capital. When the loan amounts to 80 % of the purchase price, and taking into account the applicable registration fee, they must have a capital of close to one-third of the purchase price. In the years to come it is expected that the budget for the first acquisition of a dwelling will be more limited and that many will be tempted to rent longer. These households with better financial capability will put additional pressure on the rental market.
The establishment of the European institutions, of NATO and the headquarters of international corporations in Belgium paved the way for the opening of a new market of furnished apartments targeted at expatriates. The demand soared with the entry of new countries in the European Union.
The Belgian market of "business flats" is characterised by the dispersion of the operators and by its lack of transparency. To the best of our knowledge, no independent market study has been carried out to date on this segment.
In this highly-competitive market, there are numerous small and/or private operators. The leading actors dramatically improved their professionalism, in order to provide their customers (such as businessmen) with better services. This improvement can also be noticed in other major cities, like Antwerp. A new industry association was recently set up for operators of "business flats" (Vereniging van BusinessFlatsuitbaters VZW, or VBF VZW – see www.businessflats.org).
The demand for "business flats" and their rental values soared until 2008. The global financial crisis put an end to this trend in the spring of 2009. After having reached a lowest point in the summer of 2009, the market began to rebound in the 1st half of 2010, in respect of occupancy rates and of prices. The recovery was however hit in late 2011 / early 2012 by the euro crisis which affected occupancy rates and prices. Overall, it seems that the sector is become more volatile since 2008 and characterised by trends successive and fast downward and upward.
The business of renting out furnished apartments cannot be confused with the hotel industry. The main feature is indeed the renting out of apartments which are furnished. The additional services provided are rather limited: they usually consist of weekly cleaning. In Flanders, this activity is subject to a specific regulation (decree of 10 July 2008 on touristic housing).
Senior housing is gaining attention from more and more institutional investors.
Operators focus more on their core business. To grow, they often withdraw from the underlying real estate, but secure their exploitation through long lease contracts.
In terms of the evolution of the price of real estate, 2012 confirmed the yields obtained previously in the senior housing market. It is therefore mostly the indexation on leasings which leads to an increase in the price.
In Belgium, the last count (end 2012) mentions 134,915 beds for elderly persons, an increase of 1,533 beds, or 1.2 % in a year. These beds are almost equally divided between private groups, non-profit associations and municipalities.
The latest demographic projections of the Federal Planning Bureau for 2020 foresee 644,000 seniors over 80 years-old, representing 5.5 % of the total population. For 2030, the figure would be 775,000, or 6.3 % of the total population. In 2040, the figure would already exceed more than a million of seniors over 80 years-old, or 8.2 % of the total population. These figures should however be relativised. Indeed, in addition to the increase in life expectancy, elderly persons remain healthy longer. However, this should not prevent the actors in the sector to continue their efforts to ensure the provision of responsive, qualitative and affordable housing to seniors.
The Belgian hotel market is becoming more professional and the number of small hotels (often without ranking) continues to decrease, whereas the number of hotels that are part of a chain of hotels is increasing. The number of hotels thus remains more or less stable, but the total number of rooms continues to increase, as does the number of rooms per hotel. The 3 and 4-stars hotels represent approximately 60 % of the rated hotels. Based on the number of hotels, Flanders has more than 60 % of the market. The number of hotels in Brussels is lower (approximately 8 % of the market), but thanks to their greater size, they account for 25 % of the Belgian capacity in terms of rooms.
The number of rooms being built in Europe was in November about 53,000. The offer on the Belgian hotel market will further increase in 2013 with an emphasis on Brussels. Thus, in the Brussels region,
1 Written on 15 January 2013 by Stadim CVBA, and reproduced with permission. 2 Written on 10 January 2013 by de Crombrugghe & Partners SA, and reproduced with permission. Sources : Toerisme Vlaanderen, Fgov, MKG Hospitality, HVS, Hortwath HTL.
588 extra rooms will be added in the market of the 3-stars hotels (Tanglia Hotel (ex Sodehotel Woluwe), Pullman Hotel in Gare du Midi and a hotel of the Meininger group (ex-site Belle Vue)).
Plans for a new 4-stars hotel with 44 rooms on the historic site Het Tafelrond on the Grote Markt in Leuven are now more concrete. The developing permit for the renovation has been granted. An application for public grant for the possible conversion of the former barracks Weyler in Bruges in a hotel is currently in preparation. In both cases, their achievements and their openings will still last a few years.
The number of nights spent in hotels in Belgium remained more or less stable during the first eight months of 2012 compared to 2011. Flanders and Wallonia experienced a slight relapse while Brussels has improved slightly. The number of nights spent in hotels by international tourists, was slightly decreasing in Flanders and Wallonia and was almost entirely offset by the increase of domestic tourism. This weak trend however hides a number of large fluctuations. The art cities perform remarkably well while the coast decreases strongly (-5%) partly due to bad weather. The growth in Bruges is limited. The slight decrease of international tourists is more than offset by an increase in the number of overnight stays by Belgians. In Leuven, there is a very strong increase of more than 16% thanks to the increasing number of foreign and domestic tourists.
| Evolution of the number of nights spent in hotels |
8 first months of 2011 | 8 first months of 2012 | |
|---|---|---|---|
| Bruges | 1,135,159 | 1,148,477 | +1.2 % |
| Louvain | 186,814 | 217,261 | +16.3 % |
The global stagnation of the number of nights spent in hotels is also confirmed with the performance of hotels (period January 2012 - November 2012). The sector of 2 and 3-stars hotels has a slight decrease regarding the occupancy rate, the average prices and the RevPar (Revenue per Available Room).
In the segment of 4-stars hotels, the occupancy rate increases slightly, but average rates and RevPar decline slightly. In the current economic context, this result can be considered as satisfactory.
The feeling of the hotel market has fallen through the year 2012. The little inspiring first half results does not surprise. After a survey in July from hotel operators, it indicates that the level of turnover in the first half of 2012, for more than 50 % of the interviewees, was lower than expected. The expectations for the second half of 2012 were significantly lower than those of the second half of 2011. Estimates based on the latest available data for 2012 seem to confirm this negative feeling.
The difficult economic situation and the tightening of bank credit have also affected the investment volume in the hotel sector. Although nearly 50 transactions occurred during the first 8 months of 2012 in the big European hotel markets, there is a net decrease compared to 2011. The volume of investments remains thus limited to approximately €4 billion.
19 February 2013 – After closing of markets Under embargo until 17:40 CET
Gentlemen,
We are pleased to send you our estimate of the value of the investment properties of Aedifica as at 31 December 2012.
Aedifica assigned to the experts the task of determining the investment value and the fair value of its portfolio of investment properties. Assessments are established taking into account the remarks and definitions contained in the reports and the guidelines of the International Valuation Standards issued by the "IVSC".
We have acted as independent experts. The experts have a relevant and recognised qualification and have an ongoing experience for the location and the type of buildings assessed. 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 to a specific transaction, such as brokerage fees or advertising. Assessments are based on the inspection of real estate properties, information provided by the applicants, i.e. rental status and surface area, sketches or plans, rental charges and property taxes related to the property, compliance and pollution matters. The information provided was considered as accurate and complete. Assessments are made under the assumption that no notcommunicated piece of information is likely to affect the value of the property.
The fair value of the portfolio amounted to €618,777,299 as of 31 December 2012, including €598,456,600 for marketable investment properties. Contractual rents amounted to €36,551,765 which corresponds to an initial rental yield of 6.11 %2 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 €37,427,986, i.e. an initial rental yield of 6.25 %3 compared to the fair value of marketable investment properties.
In the context of a reporting compliant with the International Financial Reporting Standards, our evaluations reflect the fair value:
1 The expert report was reproduced with the agreement of de Crombrugghe & Partners SA and Stadim CVBA. 2 6.07 % compared to the fair value of marketable investment properties increased by the goodwill on furnished apartments and furniture.
3 6.22 % compared to the fair value of marketable investment properties increased by the goodwill on furnished apartments and furniture.
estate companies, reunited in a working group, came to the following conclusion: the "fiscal engineering" which is largely used in various forms (also totally legal), implies that the impact of transfer costs on major investment properties, whose value exceed €2.5 million, is limited to 2.5 %. The investment value corresponds therefore to the fair value plus 2.5 % of transfer costs. The fair value is then calculated by dividing the investment value by 1.025. Elements below the threshold of €2.5 million remain subject to usual transfer taxes. Their fair value corresponds thus to the value excluding transfer taxes which takes into account the current leases. In this specific case, for residential units, the fair value reflects the potential capital gain if sold per apartment.
de Crombrugghe & Partners SA, 12 February 2013 Stadim CVBA, 15 February 2013
19 February 2013 – After closing of markets Under embargo until 17:40 CET
| Half year ending on 31 December | ||||
|---|---|---|---|---|
| (x € 1,000 ) | Notes | 31/12/2012 | 31/12/2011 | |
| I. | Rental income | 18,037 | 16,728 | |
| II. | Writeback of lease payments sold and discounted | 0 | 0 | |
| III. | Rental-related charges | -69 | -28 | |
| Net rental income | 17,968 | 16,700 | ||
| IV. | Recovery of property charges | 24 | 13 | |
| V. | Recovery of rental charges and taxes normally paid by | 510 | 270 | |
| tenants on let properties | ||||
| VI. | Costs payable by the tenant and borne by the landlord on | 0 | 0 | |
| rental damage and repair at end of lease | ||||
| VII. | Rental charges and taxes normally paid by tenants on let | -510 | -267 | |
| properties | ||||
| VIII. | Other rental-related income and charges | -773 | -803 | |
| Property result | 17,219 | 15,913 | ||
| IX. | Technical costs | -473 | -450 | |
| X. | Commercial costs | -240 | -293 | |
| XI. | Charges and taxes on unlet properties | -63 | -67 | |
| XII. | Property management costs | -339 | -300 | |
| XIII. | Other property charges | -539 | -476 | |
| Property charges | -1,654 | -1,586 | ||
| Property operating result | 15,565 | 14,327 | ||
| XIV. | Overheads | -1,764 | -1,655 | |
| XV. | Other operating income and charges | 15 | -13 | |
| Operating result before result on portfolio | 13,816 | 12,659 | ||
| XVI. | Gains and losses on disposals of investment properties | 54 | 0 | |
| XVII. | Gains and losses on disposals of other non-financial assets | 0 | 0 | |
| XVIII. | Changes in fair value of investment properties | 9,926 | 6,139 | |
| Operating result | 23,796 | 18,798 | ||
| XX. | Financial income | 190 | 253 | |
| XXI. | Net interest charges | -5,427 | -5,444 | |
| XXII. | Other financial charges | -360 | -276 | |
| XXIII. | Changes in fair value of financial assets and liabilities | 9 | -1,792 | -6,699 |
| Net finance costs | -7,389 | -12,166 | ||
| XXIV. | Share in the profit or loss of associates and joint ventures | 0 | 0 | |
| accounted for using the equity method | ||||
| Profit before tax (loss) | 16,407 | 6,632 | ||
| XXV. | Corporate tax | -29 | -19 | |
| XXVI. | Exit tax | 0 | 0 | |
| Tax expense | -29 | -19 | ||
| Profit (loss) | 16,378 | 6,613 | ||
| Attributable to : | ||||
| Non-controlling interests | 0 | 0 | ||
| Owners of the parent | 16,378 | 6,613 | ||
| Basic earnings per share (€) | 10 | 2.17 | 0.93 | |
| Diluted earnings per share (€) | 10 | 2.17 | 0.93 |
19 February 2013 – After closing of markets Under embargo until 17:40 CET
| Half year ended on 31 December | 31/12/2012 31/12/2011 | |
|---|---|---|
| (x €1,000 ) | ||
| I. Profit (loss) |
16,378 | 6,613 |
| II. Other comprehensive income |
||
| A. Impact on fair value of estimated transaction costs resulting from |
-209 | -910 |
| hypothetical disposal of investment properties | ||
| B. Changes in the effective part of the fair value of authorised cash flow hedge |
-2,795 | -9,295 |
| instruments as defined under IFRS | ||
| H. Other comprehensive income*, net of taxes |
132 | 471 |
| Comprehensive income | 13,506 | -3,121 |
| Attributable to : | ||
| Non-controlling interests | 0 | 0 |
| Owners of the parent | 13,506 | -3,121 |
| * Difference betw een the investment value determined by the independent expert and the contractual value agreed betw een | ||
| parties, after deduction of ancillary costs related to acquisitions. |
| ASSETS | ||||
|---|---|---|---|---|
| (x €1,000) | Notes | 31/12/2012 | 30/06/2012 | |
| I. | Non-current assets | |||
| A. | Goodwill | 1,856 | 1,856 | |
| B. | Intangible assets | 21 | 20 | |
| C. | Investment properties | 6 | 618,777 | 592,717 |
| D. | Other tangible assets | 1,943 | 2,078 | |
| E. | Non-current financial assets | 494 | 525 | |
| F. | Finance lease receivables | 0 | 0 | |
| G. | Trade receivables and other non-current assets | 0 | 0 | |
| H. | Deferred tax assets | 0 | 0 | |
| I. | Equity-accounted investments | 0 | 0 | |
| Total non-current assets | 623,091 | 597,196 | ||
| II. | Current assets | |||
| A. | Assets classified as held for sale | 0 | 0 | |
| B. | Current financial assets | 0 | 0 | |
| C. | Finance lease receivables | 0 | 0 | |
| D. | Trade receivables and other non-current assets | 2,640 | 2,890 | |
| E. | Tax receivables and other current assets | 629 | 6,423 | |
| F. | Cash and cash equivalents | 8 | 1,209 | 2,041 |
| G. | Deferred charges and accrued income | 286 | 542 | |
| Total current assets | 4,764 | 11,896 | ||
| TOTAL ASSETS | 627,855 | 609,092 |
| EQUITY AND LIABILITIES | ||||
|---|---|---|---|---|
| (x €1,000) | Notes | 31/12/2012 | 30/06/2012 | |
| I. | Issued capital and reserves attribuable to owners of the parent | |||
| A. | Capital | 7 | 248,058 | 180,873 |
| B. | Share premium account | 64,729 | 34,261 | |
| C. | Reserves | 36,296 | 37,104 | |
| D. | Profit (loss) of the year | 16,378 | 15,338 | |
| Equity attribuable to owners of the parent | 365,461 | 267,576 | ||
| II. | Non-controlling interests | 0 | 0 | |
| TOTAL EQUITY | 365,461 | 267,576 | ||
| I. | Non-current liabilities | |||
| A. | Provisions | 0 | 0 | |
| B. | Non-current financial debts | |||
| a. Borrowings | 8 | 128,125 | 235,834 | |
| C. | Other non-current financial liabilities | 9 | 39,646 | 35,038 |
| D. | Trade debts and other non-current debts | 0 | 0 | |
| E. | Other non-current liabilities | 0 | 0 | |
| F. | Deferred taxes liabilities | 0 | 0 | |
| Non-current liabilities | 167,771 | 270,872 | ||
| II. | Current liabilities | |||
| A. | Provisions | 0 | 0 | |
| B. | Current financial debts | |||
| a. Borrowings | 8 | 84,215 | 60,209 | |
| C. | Other current financial liabilities | 9 | 0 | 0 |
| D. | Trade debts and other current debts | |||
| a. Exit tax | 96 | 130 | ||
| b. Other | 8,206 | 7,748 | ||
| E. | Other current liabilities | 0 | 0 | |
| F. | Accrued charges and deferred income | 2,106 | 2,557 | |
| Total current liabilities | 94,623 | 70,644 | ||
| TOTAL LIABILITIES | 262,394 | 341,516 | ||
| TOTAL EQUITY AND LIABILITIES | 627,855 | 609,092 |
| Half year ended on 31 December | ||
|---|---|---|
| (x €1,000) | ||
| CASH FLOW FROM OPERATING ACTIVITIES | 31/12/2012 | 31/12/2011 |
| Profit (loss) | 16,378 | 6,613 |
| Non-controlling interests | 0 | 0 |
| Tax expense | 29 | 19 |
| Amortisation and depreciation | 278 | 228 |
| Write-downs | 58 | 2 |
| Change in fair value of investment properties (+/-) | -9,926 | -6,139 |
| Gains and losses on disposals of investment properties | -54 | 0 |
| Net finance costs | 7,389 | 12,166 |
| Changes in trade receivables (+/-) | 191 | -475 |
| Changes in trax receivables and other current assets (+/-) | 2,668 | 57 |
| Changes in deferred charges and accrued income (+/-) | 308 | -142 |
| Changes in trade payables and other current debts (excl. exit tax) (+/-) | 483 | -385 |
| Changes in accrued charges and deferred income (+/-) | -449 | -636 |
| Cash generated from operations | 17,353 | 11,308 |
| Taxes paid | -54 | -80 |
| Net cash from operating activities | 17,299 | 11,228 |
| CASH FLOW RESULTING FROM INVESTING ACTIVITIES | 31/12/2012 | 31/12/2011 |
| Purchase of intangible assets | -6 | -8 |
| Purchase of real estate companies and marketable investment properties | -1,788 | -4,990 |
| Purchase of tangible assets | -138 | -157 |
| Purchase of development projects | -9,945 | -4,888 |
| Disposals of investment properties | 248 | 0 |
| Net changes in non-current receivables | 0 | -59 |
| Net investments in other assets | 0 | 0 |
| Net cash from investing activites | -11,629 | -10,102 |
| CASH FLOW FROM FINANCING ACTIVITIES | 31/12/2012 | 31/12/2011 |
| Capital increase, net of costs | 96,854 | 0 |
| Disposals of treasury shares | 30 | 0 |
| Dividend for previous fiscal year | -13,305 | -11,776 |
| Net changes in borrowings | -83,704 | 44,872 |
| Net changes in other loans | 0 | 0 |
| Net finance costs paid | -5,543 | -5,467 |
| Repayment of financial debts of acquired or merged companies | 0 | -6,042 |
| Repayment of working capital of acquired or merged companies | -834 | -22,848 |
| Net cash from financing activities | -6,502 | -1,261 |
| TOTAL CASH FLOW FOR THE PERIOD | 31/12/2012 | 31/12/2011 |
| Total cash flow for the period | -832 | -135 |
| RECONCILIATION WITH BALANCE SHEET | 31/12/2012 | 31/12/2011 |
| Cash and cash equivalents at beginning of period | 2,041 | 985 |
| Total cash flow for the period | -832 | -135 |
Cash and cash equivalents at end of period 1,209 850
| Half year ended on 31 December | ||||||||
|---|---|---|---|---|---|---|---|---|
| (x € 1,000 ) | 1/07/2011 | Capital | Capital | Acquisitions | Consolidated | Appropria | Roundings | 31/12/2011 |
| increase in cash |
increase in kind |
/ disposals of treasury shares |
comprehensive income |
tion of the result |
||||
| Capital | 177,490 | 0 | 3,383 | 0 | 0 | 0 | 0 | 180,873 |
| Share premium account | 34,261 | 0 | 0 | 0 | 0 | 0 | 0 | 34,261 |
| Reserves | 36,897 | 0 | 0 | 0 | -9,734 | 13,545 | 0 | 40,708 |
| a. Legal reserve | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| b. Reserve for the balance of changes in fair value of investment properties |
62,252 | 0 | 0 | 0 | 471 | 8,825 | 0 | 71,548 |
| c. Reserve for estimated transaction costs resulting from hypothetical disposal of investment properties |
-12,492 | 0 | 0 | 0 | -910 | 0 | 0 | -13,402 |
| d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS |
-5,051 | 0 | 0 | 0 | -9,295 | 204 | 0 | -14,142 |
| e. Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS |
-12,285 | 0 | 0 | 0 | 0 | 4,203 | 0 | -8,082 |
| h. Reserve for treasury shares | -123 | 0 | 0 | 0 | 0 | 0 | 0 | -123 |
| m. Other reserves | 4,596 | 0 | 0 | 0 | 0 | -4,597 | 0 | -1 |
| n. Result brought forward from previous years | 0 | 0 | 0 | 0 | 0 | 4,910 | 0 | 4,910 |
| Profit (loss) | 25,321 | 0 | 0 | 0 | 6,613 | -25,321 | 0 | 6,613 |
| Total equity attribuable to owners of the parent |
273,969 | 0 | 3,383 | 0 | -3,121 | -11,776 | 0 | 262,455 |
| Non-controlling interests | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| TOTAL EQUITY | 273,969 | 0 | 3,383 | 0 | -3,121 | -11,776 | 0 | 262,455 |
| Half year ended on 31 December | ||||||||
|---|---|---|---|---|---|---|---|---|
| (x € 1,000 ) | 30/06/2012 | Capital increase in cash |
Capital increase in kind |
Acquisitions / disposals of treasury shares |
Consolidated comprehensive income |
Appropria tion of the result |
Roundings | 31/12/2012 |
| Capital | 180,873 | 66,385 | 800 | 0 | 0 | 0 | 0 | 248,058 |
| Share premium account | 34,261 | 30,469 | 0 | 0 | 0 | 0 | -1 | 64,729 |
| Reserves | 37,104 | 0 | 0 | 30 | -2,872 | 2,033 | 1 | 36,296 |
| a. Legal reserve | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| b. Reserve for the balance of changes in fair value of investment properties |
71,727 | 0 | 0 | 0 | 132 | 9,478 | -1 | 81,336 |
| c. Reserve for estimated transaction costs resulting from hypothetical disposal of investment properties |
-13,430 | 0 | 0 | 0 | -209 | 0 | 0 | -13,639 |
| d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS |
-17,906 | 0 | 0 | 0 | -2,795 | -75 | 0 | -20,776 |
| e. Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS |
-8,082 | 0 | 0 | 0 | 0 | -9,385 | 1 | -17,466 |
| h. Reserve for treasury shares | -114 | 0 | 0 | 30 | 0 | 0 | 0 | -84 |
| m. Other reserves | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| n. Result brought forward from previous years | 4,909 | 0 | 0 | 0 | 0 | 2,015 | 1 | 6,925 |
| Profit (loss) | 15,338 | 0 | 0 | 0 | 16,378 | -15,338 | 0 | 16,378 |
| Total equity attribuable to owners of the | 267,576 | 96,854 | 800 | 30 | 13,506 | -13,305 | 0 | 365,461 |
| parent | ||||||||
| Non-controlling interests | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| TOTAL EQUITY | 267,576 | 96,854 | 800 | 30 | 13,506 | -13,305 | 0 | 365,461 |
19 February 2013 – After closing of markets Under embargo until 17:40 CET
Aedifica SA (referred to in the financial statements as "the Company" or "the Parent") is a public real estate investment company with fixed capital (REIT) under Belgian law. Its primary shareholders are listed in Note 7. The address of its registered office is the following: Avenue Louise 331-333, B-1050 Brussels
Aedifica is positioned as the main Belgian listed company investing in residential real estate. Its strategy is aimed at creating a balanced portfolio that generates stable revenues while offering significant potential for capital gains.
To attain its objectives, Aedifica (and its subsidiaries, which together form "the Aedifica Group" or "the Group") diversifies its investments within the residential real estate sector.
Aedifica currently holds:
Aedifica seeks to invest in:
The company's shares are listed on NYSE Euronext Brussels (continuous market), as they have been since October 2006.
The financial year of Aedifica runs from 1 July to 30 June. The publication of the condensed consolidated financial statements was approved by the Board of Directors on 18 February 2012 to be published on 19 February 2012 (in accordance with the financial calendar published by Aedifica in its previous annual financial report).
The condensed consolidated financial statements cover 1 July to 31 December 2012. 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 31 December 2012 and approved by the European Union (EU), and IAS 34 "Interim Financial Reporting". These correspond to the standards and interpretations published by the International Accounting Standards Board (IASB applicable as of 31 December 2012), as elements of IAS 39 that were rejected by the EU are not applicable for the Aedifica group. The condensed consolidated
financial statements have also been prepared in accordance with the spirit and provisions of the Royal Decree of 7 December 2010 on Belgian REITs.
The condensed consolidated financial statements are prepared in Euros, and presented in millions of Euros as condensed, as authorised by IAS 34. It must be read in combination with the condensed consolidated financial statements as of 30 June 2012 presented in the annual financial report 2011/2012.
The condensed 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, and financial assets and liabilities held for hedging or held for trading (mainly derivatives).
The condensed consolidated financial statements have been prepared in accordance with accrual accounting principles on a going concern basis.
The new and amended standards and interpretations listed below are obligatory and have been applied by the group since 1 July 2012. They have no impact on the consolidated financial statements presented here:
The published standards, amendments and interpretations, but not yet compulsory, have not yet been adopted anticipatively by Aedifica. They are currently subject to analysis by the group.
A summary of the main significant accounting policies applied is provided in Note 2.2 of the annual financial statements 2011/2012 (see pages 115 to 120 of the annual financial report 2011/2012). These main accounting policies remain unchanged during the semester.
The following four operating segments have been identified with application of IFRS 8:
These operating segments are consistent with the internal reporting provided to the Group's and its internal reporting structure.
| 31/12/2012 | |||||||
|---|---|---|---|---|---|---|---|
| Unfurnished | Furnished | Senior housing |
Hotels and other |
Non allocated |
Inter segment |
Total | |
| (x € 1,000 ) | items | ||||||
| Segment information | |||||||
| Rental income | 3,496 | 2,665 | 9,536 | 2,391 | 0 | -51 | 18,037 |
| Net rental income | 3,448 | 2,656 | 9,536 | 2,379 | 0 | -51 | 17,968 |
| Property result | 3,460 | 1,896 | 9,536 | 2,379 | 0 | -51 | 17,220 |
| Property operating result | 2,600 | 1,147 | 9,535 | 2,370 | -37 | -51 | 15,564 |
| OPERATING RESULT BEFORE RESULT | 2,600 | 1,142 | 9,536 | 2,364 | -1,826 | 0 | 13,816 |
| ON PORTFOLIO | |||||||
| SEGMENT ASSETS | |||||||
| Marketable investment properties | 136,243 | 61,892 | 325,496 | 74,826 | 0 | 0 | 598,457 |
| Development projects | 0 | 0 | 0 | 0 | 20,320 | 0 | 20,320 |
| INVESTMENT PROPERTIES | 618,777 | ||||||
| Other assets | 0 | 0 | 0 | 0 | 9,078 | 0 | 9,078 |
| TOTAL ASSETS | 627,855 |
| 31/12/2011 | |||||||
|---|---|---|---|---|---|---|---|
| (x € 1,000 ) | Unfurnished | Furnished | Senior housing |
Hotels and other |
Non allocated |
Inter segment items |
Total |
| Segment information | |||||||
| Rental income | 3,602 | 2,803 | 8,366 | 2,007 | 0 | -50 | 16,728 |
| Net rental income | 3,593 | 2,783 | 8,366 | 2,008 | 0 | -50 | 16,700 |
| Property result | 3,595 | 1,993 | 8,366 | 2,009 | 0 | -50 | 15,913 |
| Property operating result | 2,771 | 1,285 | 8,366 | 1,993 | -38 | -50 | 14,327 |
| OPERATING RESULT BEFORE RESULT ON PORTFOLIO |
2,752 | 1,283 | 8,366 | 1,993 | -1,735 | 0 | 12,659 |
| SEGMENT ASSETS | |||||||
| Marketable investment properties | 133,867 | 59,675 | 292,303 | 60,485 | 0 | 0 | 546,330 |
| Development projects | 0 | 0 | 0 | 0 | 19,732 | 0 | 19,732 |
| INVESTMENT PROPERTIES | 566,062 | ||||||
| Other assets | 0 | 0 | 0 | 0 | 11,962 | 0 | 11,962 |
| TOTAL ASSETS | 578,024 |
Within Aedifica's four segments, only the furnished apartments segment presents a seasonal character, which marks in the occupancy rates of the apartments (traditionally higher in the spring and autumn than in summer and winter) and, therefore, in the turnover and in the operating result. These variations tend to compensate in a semester in periods of favourable economic conditions. In bad times, there is a trend to the amplification of seasonal movements during the weakest months.
The sensitivity of Aedifica's activities to economic cycles is presented in page 2 of the annual financial report 2011/2012 (section "market risks").
No unusual operating items need to be disclosed for the six months under review.
| Marketable | Development | TOTAL | |
|---|---|---|---|
| (x €1,000) | investment properties |
projects | |
| Carrying amount as of 01/07/2011 | 503,786 | 14,315 | 518,101 |
| Acquisitions | 38,149 | 0 | 38,149 |
| Disposals | -445 | 0 | -445 |
| Capitalised interest charges | 0 | 572 | 572 |
| Capitalised employee benefits | 0 | 45 | 45 |
| Other capitalised expenses | 2,133 | 25,376 | 27,509 |
| Transfers due to completion | 31,349 | -31,349 | 0 |
| Changes in fair value | 9,068 | 355 | 9,423 |
| Other expenses booked in the income | 0 | 0 | 0 |
| statement | |||
| Transfers to equity | -637 | 0 | -637 |
| Carrying amount as of 30/06/2012 | 583,403 | 9,314 | 592,717 |
| Carrying amount as of 01/07/2012 | 583,403 | 9,314 | 592,717 |
| Acquisitions | 5,236 | 1,106 | 6,342 |
| Disposals | -195 | 0 | -195 |
| Capitalised interest charges | 0 | 203 | 203 |
| Capitalised employee benefits | 0 | 20 | 20 |
| Other capitalised expenses | 1,408 | 8,614 | 10,022 |
| Transfers due to completion | 0 | 0 | 0 |
| Changes in fair value | 8,863 | 1,063 | 9,926 |
| Other expenses booked in the income | 0 | 0 | 0 |
| statement | |||
| Transfers to equity | -258 | 0 | -258 |
| CARRYING AMOUNT AS OF 31/12/2012 | 598,457 | 20,320 | 618,777 |
The main acquisition of investment property of the semester is the following:
| Name | Business segment | Properties valuation* (x €1,000) |
Register of corporations |
Acquisition date** |
Acquisition method |
|---|---|---|---|---|---|
| Immo Cheveux d'Argent |
Senior housing | 3,963 | 0849.065.348 | 20/12/2012 | Purchase of shares |
| Total | 3,963 |
* in order to determine the number of shares issued, the exchange ratio and/or the value of the acquired shares. ** and consolidation date in income statement.
On 7 December 2012, Aedifica completed an important capital increase in a gross amount of €99.8 million (including €30.5 million share premium). The details are reminded in section 3.1.1. of the interim Board of Directors' report. Additionaly, on 12 July 2012, Aedifica proceeded into a capital
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increase of €0.8 million by mixed de-merger (see section 3.1.2. of the interim Board of Directors' report).
During the course of the semester, Aedifica's capital has evolved as follows:
| Number of | ||
|---|---|---|
| shares | ||
| (x €1,000) | ||
| Situation as of 01/07/2012 | 7,177,208 | 184,130 |
| Mixed de-merger of S.I.F.I. LOUISE | 16,868 | 800 |
| Capital increase | 2,697,777 | 69,349 |
| Situation as of 31/12/2012 | 9,891,853 | 254,279 |
Capital is presented above before subtracting the costs of raising capital; the capital value presented on the balance sheet, in accordance with IFRS is shown net of these costs.
Aedifica shareholders holding more than 5 % of the Company's total number of shares are listed in the table below (in accordance with the declarations of transparency Aedifica has received as of 31/12/2012):
| Shareholders | In % of the capital |
|---|---|
| Jubeal Fondation | 6.37% |
| Wulfsdonck Investment SA | 5.46% |
| Free Float | 88.17% |
| Total | 100.00% |
All Aedifica shares are listed on the NYSE Euronext Brussels continuous market, with the exception of the 16,868 shares which were issued on 12 July 2012.
Capital increases before 30 June 2012 are detailed in the "standing documents" of the 2011/2012 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 692 treasury shares.
| (x €1,000 ) | 31/12/2012 | 30/06/2012 |
|---|---|---|
| Non-current financial debts | ||
| Borrowings | 128,125 | 235,834 |
| Current financial debts | ||
| Borrowings | 84,215 | 60,209 |
| TOTAL | 212,340 | 296,043 |
As of 31 December 2012, Aedifica benefits from credit facilities (presented as current and non-current financial debts and being financial liabilities at amortised cost according to IAS 39) issued by five banks (club deal of €150 million issued by BNP Paribas Fortis, ING, LB-Lux and Bank Degroof; two bilateral facilities totaling €60 million issued by KBC Bank; four bilateral facilities totaling €90 million issued by BNP Paribas Fortis; and two bilateral facilities totaling €60 million issued by ING). Hence, Aedifica can use up to €360 million according to its needs for acquisitions of property, so long as: (i) the debt-to-assets ratio does not exceed 60%, (ii) the share of fair value of the rest homes in the assets does not exceed 63%, and (iii) other covenants (in line with market practice) are met. Each withdrawal is made in Euros for a period of up to 6 months, at a fixed rate set by reference to the euribor rate prevailing at the time of the withdrawal. As of 31 December 2012, the withdrawals are mainly done for periods of 1 month. The average interest rate, including the spread charged by the bank, was 3.8% after deduction of capitalised interest (3.9% as of 30 June 2012) and 4.0% before deduction of capitalised interest (4.2% as of 30 June 2012). Given the short duration of the withdrawals and the fact that they are at floating rate, the carrying amount of the financial debts is a proxy for their fair value.
Since 30 December 2010 (acquisition date of Altigoon SA), Aedifica also benefits from two fixed-rate amortising facilities granted by KBC Bank (€1.9 million are presented in the non-current financial debts, and €0.2 million are presented in the current financial debts), which will be maturing in 2021, at a fixed-rate at 5.3%.
Early January 2013, after the successful capital increase in cash of 7 December 2012, Aedifica voluntarily gave up an unused part of the €50 million of the above-mentioned club deal. The maturity table of the credit facilities is since then as follows (in € million) 1 :
| - | July 2013 : | 100 |
|---|---|---|
| - | August 2013 : | 30 |
| - | June 2014 : | 30 |
| - | August 2014 : | 15 |
| - | October 2015 : | 30 |
| - | June 2016 : | 30 |
| - | July 2016 : | 30 |
| - | August 2016 : | 15 |
| - | January 2017 : | 30 |
| - | 2021 : | 2 |
| 312 |
Net financial debt is a non-GAAP measure, i.e. its definition is not included in IFRS. Aedifica uses the concept of net financial debt to reflect its indebtedness. Net financial debt is based on current and non-current financial debts less cash and cash equivalents. It excludes the fair value of hedging derivatives. The definition of net financial debt might be different from those of other concepts having the same label in the financial statements of other groups. Net financial debt is not taken into account in the computation of the debt-to-assets ratio as defined by the royal decree of 7 December 2010.
1 See section 3.1.1.
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| (x €1,000 ) | 31/12/2012 | 30/06/2012 |
|---|---|---|
| Borrowings | 212,340 | 296,043 |
| Less: Cash and cash equivalents | -1,209 | -2,041 |
| NET FINANCIAL DEBT | 211,131 | 294,002 |
In order to limit the interest rate risk, Aedifica has put in place hedges that turn the floating rate debt into fixed rate debt (cash flow hedges). All hedges are related to existing or highly probable risks. Hedging instrument are either derivatives (interest rate swaps, or "IRS") which meet the strict criteria set by IAS 39 to allow hedge accounting, either derivatives (mainly multi-callable interest rate swaps, or "multi-callable IRS", caps and collars) which do not meet these criteria but provide economic hedging against interest rate risk nonetheless. All hedges are provided in the framework of the hedging policy set out in Note 44 of the 2011/2012 annual financial report. The fair value of hedges is computed by banks based on the present value of the estimated expected cash flows. The tables below list the hedging instruments.
| Analysis as of 30 juni 2012: | |||||||
|---|---|---|---|---|---|---|---|
| Instrument | Notional amount |
Beginning | Periodicity (months) |
Initial duration |
First date possible of |
Max. hedged rate (in %) |
Fair value (x €1,000) |
| (x €1,000) | (years) | the call | |||||
| IRS | 50,000 | 30/06/2010 | 3 | 3 | - | 2.21 | -927 |
| IRS | 25,000 | 1/04/2007 | 3 | 10 | - | 3.97 | -3,494 |
| IRS | 25,000 | 1/10/2007 | 3 | 5 | - | 3.93 | -213 |
| IRS* | 10,888 | 1/04/2011 | 3 | 32 | - | 4.89 | -4,730 |
| Multi-callable IRS* | 31,221 | 31/07/2007 | 3 | 36 | 31/07/2017 | 4.39 | -10,284 |
| Multi-callable IRS | 15,000 | 1/07/2008 | 3 | 10 | 1/07/2011 | 4.02 | -2,489 |
| Multi-callable IRS | 12,000 | 2/06/2008 | 1 | 10 | 2/06/2013 | 4.25 | -2,258 |
| Multi-callable IRS | 8,000 | 1/08/2008 | 1 | 10 | 1/08/2013 | 4.25 | -1,532 |
| IRS | 12,000 | 1/11/2008 | 1 | 5 | - | 4.18 | -630 |
| IRS | 25,000 | 2/08/2013 | 3 | 5 | - | 3.23 | -2,207 |
| IRS | 25,000 | 1/10/2012 | 3 | 5 | - | 2.99 | -2,298 |
| Cap | 15,000 | 1/01/2012 | 3 | 2 | - | 4.02 | 1 |
| IRS | 25,000 | 2/08/2013 | 3 | 5 | - | 2.97 | -1,866 |
| Collar | 25,000 | 1/10/2013 | 3 | 3 | - | 3.00 | -312 |
| Cap | 25,000 | 3/10/2011 | 1 | 2 | - | 2.25 | 0 |
| Cap | 25,000 | 1/11/2011 | 1 | 2 | - | 1.75 | 1 |
| Cap | 20,000 | 30/03/2012 | 1 | 1 | - | 1.00 | 0 |
| Cap | 25,000 | 1/11/2013 | 1 | 1 | - | 0.75 | 36 |
| IRS | 25,000 | 2/01/2012 | 1 | 1 | - | 0.79 | -65 |
| IRS | 25,000 | 2/08/2013 | 3 | 5 | - | 2.70 | -1,551 |
| Collar | 25,000 | 1/10/2013 | 3 | 3 | - | 3.00 | -182 |
| TOTAL | 474,109 | -35,000 | |||||
* Notional amount depreciable over the duration of the sw ap. Aedifica and the bank may liquidate in advance these contracts every 10 years.
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| Analysis as of 31 december 2012: | |||||||
|---|---|---|---|---|---|---|---|
| Instrument | Notional | Beginning | Periodicity | Initial | First date | Max. hedged | Fair value |
| amount | (months) | duration | possible of | rate (in %) | (x €1,000) | ||
| (x €1,000) | (years) | the call | |||||
| IRS | 50,000 | 30/06/2010 | 3 | 3 | - | 2.21 | -602 |
| IRS | 25,000 | 1/04/2007 | 3 | 10 | - | 3.97 | -3,740 |
| IRS* | 10,772 | 1/04/2011 | 3 | 32 | - | 4.89 | -5,066 |
| Multi-callable IRS* | 30,238 | 31/07/2007 | 3 | 36 | 31/07/2017 | 4.39 | -10,806 |
| Multi-callable IRS | 15,000 | 1/07/2008 | 3 | 10 | 1/07/2011 | 4.02 | -2,746 |
| Multi-callable IRS | 12,000 | 2/06/2008 | 1 | 10 | 2/06/2013 | 4.25 | -2,398 |
| Multi-callable IRS | 8,000 | 1/08/2008 | 1 | 10 | 1/08/2013 | 4.25 | -1,633 |
| IRS | 12,000 | 1/11/2008 | 1 | 5 | - | 4.18 | -415 |
| IRS | 25,000 | 2/08/2013 | 3 | 5 | - | 3.23 | -3,065 |
| IRS | 25,000 | 1/10/2012 | 3 | 5 | - | 2.99 | -2,887 |
| Cap | 15,000 | 1/01/2012 | 3 | 2 | - | 4.02 | 0 |
| IRS | 25,000 | 2/08/2013 | 3 | 5 | - | 2.70 | -2,396 |
| Collar | 25,000 | 1/10/2013 | 3 | 3 | - | 3.00 | -657 |
| IRS | 25,000 | 2/08/2013 | 3 | 5 | - | 2.97 | -2,745 |
| Collar | 25,000 | 1/10/2013 | 3 | 3 | - | 3.00 | -488 |
| Cap | 25,000 | 3/10/2011 | 1 | 2 | - | 2.25 | 0 |
| Cap | 25,000 | 1/11/2011 | 1 | 2 | - | 1.75 | 0 |
| Cap | 20,000 | 30/03/2012 | 1 | 1 | - | 1.00 | 0 |
| IRS | 25,000 | 2/01/2012 | 1 | 1 | - | 0.79 | -1 |
| Cap | 25,000 | 1/11/2013 | 1 | 1 | - | 0.75 | 5 |
| Cap | 25,000 | 1/10/2013 | 3 | 1 | - | 1.25 | 2 |
| TOTAL | 473,010 | -39,639 |
* Notional amount depreciable over the duration of the sw ap. Aedifica and the bank may liquidate in advance these contracts every 10 years.
The total of the fair value of the hedging instruments presented in the table above (€-39,639 thousand) can be broken down as follows: €7 thousand on line I.E. of the asset side of the consolidated balance sheet and € 39,646 thousand on line I.C. of the liability side of the consolidated balance sheet. Taking into account the carrying amount of the upfront premiums paid for the caps and collars (€395 thousand), the IAS 39 impact on equity amounts to € 40.034 thousand.
The year-end equity value includes the effective part (according to IAS 39) of the change in fair value (-€2,795 thousand) of the derivatives for which hedge accounting is applied. These financial instruments are "level 2" derivatives (according to IFRS 7 p27A). The ineffective part (according to IAS 39), which represents a charge of €142 thousand, is recognised in the financial result (an amount within the line "XXIII. Changes in fair value of financial assets and liabilities").
| (x €1,000) | 31/12/2012 | 30/06/2012 |
|---|---|---|
| Effective part of the changes in fair value of derivatives | ||
| Beginning of the year | -17,906 | -4,420 |
| Changes in the effective portion of the fair value of hedging instruments ( accrued interests) |
-5,239 | -17,949 |
| Transfer to the income statement of interests paid on hedging instruments AT END OF PERIOD |
2,369 -20,776 |
4,463 -17,906 |
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Besides the aforementioned charge of €142 thousand, the financial result also includes a charge of €1,650 thousand (31 December 2011 : a charge of €6,797 thousand), arising from the change in fair value of the derivatives for which hedge accounting is not applied (in line with IAS 39, i.e. multicallable IRS, caps and collars listed in the aforementioned framework).
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 2012 and 31 December 2012, which led to the recognition of a charge of €1,792 thousand in the income statement and of €2,795 thousand directly in equity.
A change in the interest rate curve would impact the fair value of IRS for which hedge accounting is applied (according to IAS 39), and recognised in equity (line "C.d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS"). All else being equal, a positive change of 10 bps of the interest rate curve at balance sheet date would have had a positive impact on equity amounting to €808 thousand (30 June 2012: €937 thousand). A negative change of 10 bps of the interest rate curve at balance sheet date would have had a negative impact on equity in the same amount. The influence of a change in the interest rate curve on the fair value of multi-callable IRS, caps and collars (for which hedge accounting according to IAS 39 is not applied) cannot be determined as precisely, since options are embedded within these instruments. The fair value of these options change according to a non-symmetric and non-linear pattern, and is a function of other parameters (e.g. volatility of interest rates). The sensitivity of the "marked-to-market" value of the multi-callable IRS in response to an increase of 10 bps of the interest rate curve is estimated at +€738 thousand (30 June 2012: +€711 thousand) in the income statement. A decrease of 10 bps of the interest rate curve would have a negative impact in the same range in the income statement.
The earnings per share (« EPS » as defined by IAS 33) are calculated as follows:
| 31/12/2012 | 31/12/2011 | |
|---|---|---|
| Profit (loss) (Owners of the parent) (x €1,000 €) | 16,378 | 6,613 |
| Weighted average number of shares outstanding during the period | 7,558,301 | 7,130,466 |
| Basic EPS (in €) | 2.17 | 0.93 |
| Diluted EPS (in €) | 2.17 | 0.93 |
Aedifica uses profit excluding IAS 39 and 40 to monitor its operational and financial performance; however, this performance measure is not defined under IFRS. Profit excluding IAS 39 and IAS 40 is the profit (attributable to owners of the parent) after excluding changes in fair value of investment properties and hedging instruments. The definition of profit excluding IAS 39 and 40 as applied to the Aedifica financial statements may differ that used in the financial statements of other companies.
| It is calculated as follows: | ||
|---|---|---|
| (x €1,000) | 31/12/2012 | 31/12/2011 |
| Profit (loss) (Owners of the parent) | 16,378 | 6,613 |
| Less : Changes in fair value of investment properties (IAS 40) | -9,926 | -6,139 |
| Less : Gain and losses on disposal of investment properties | -54 | 0 |
| Less : Changes in fair value of financial assets and liabilities (IAS 39) | 1,792 | 6,699 |
| Profit excl. IAS 39 and IAS 40 | 8,190 | 7,173 |
| Denominator* (in shares) | 8,715,113 | 7,152,854 |
| EPS excl. IAS 39 and IAS 40 (in €) | 0.94 | 1.00 |
| * Based on the dividend rights expected at the end of the financial year. |
| Net asset value per share (in €) | 31 December 2012 | 30 June 2012 |
|---|---|---|
| Based on fair value of investment properties | ||
| Net asset value after deduction of dividend, excl. IAS 39 | 41.00 | 40.38 |
| Dividend paid in November 2012 | 0.00 | 1.85 |
| IAS 39 impact | -4.05 | -4.94 |
| Net asset value based on fair value | 36.95 | 37.29 |
| Number of shares outstanding (excl. treasury shares) | 9,891,161 | 7,175,730 |
Recall that IFRS requires the presentation of the annual accounts before appropriation. Net assets in the amount of €37.29 per share as of 30 June 2012 thus include the dividend distributed in November 2012, and should be adjusted by €1.85 per share in order to compare with the value as of 31 December 2012. This amount corresponds to the amount of the total dividend (€13.3 million) divided by the total number of shares outstanding as of 30 June 2012 (7,175,730) and is less than the coupon No. 8 which amounts to €1.86 per share (certain shares held only rights to a prorata temporis dividend).
A statement of contingencies and commitments as of 30 June 2012 is provided in Note 45 of the consolidated financial statements presented in the 2011/2012 annual financial report (see pages 141- 144). No significant changes are to be mentioned at the end of the first semester of the current financial year, except for the items listed below.
In the framework of the long lease with the operator of the Residentie Sporenpark rest home (being part of the group Senior Living Group), Aedifica committed to finance the construction of a new building comprising a capacity of 122-bed rest home and 10 assisted-living apartments, for a maximum budget of €17.4 million (including the acquisition of the land). The plot of land was acquired on 18 December 2012. A development permit was obtained on 4 October 2012.
In the framework of the long lease with the operator of the Résidence Les Cheveux d'Argent rest home (being part of the group Senior Living Group), Aedifica committed to finance the extension of the rest home by the construction of a wing of 20 assisted-living apartments, for a maximum budget of €3 million. This commitment is subject to outstanding conditions.
The General Meeting of 26 October 2012 approved the appropriation proposed by the Board of Directors for the 2011/2012 financial year. A dividend of €1.86 was therefore granted to the shares entitled to the whole dividend, and payment was done on 5 November 2012 (coupon No. 8). An adapted dividend was awarded to the shares which temporarily were not entitled to the whole dividend. The total amount distributed amounted to €13.3 million (corresponding to an average coupon of €1.85 per share).
No significant subsequent events require a mention in these condensed consolidated financial statements.
Related party transactions relate exclusively to the remuneration of the Company's Directors and Executive Managers (€0.6 million for the first semester of the 2012/2013 financial year; €1.0 million for the 2011/2012 financial year).
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Report of the statutory auditor to the shareholders of Aedifica SA on the review of the interim condensed consolidated financial statements as of 31 December 2012 and for the six months then ended
We have reviewed the accompanying interim condensed consolidated balance sheet of Aedifica SA (the "Company") as at 31 December 2012 and the related interim condensed consolidated statements of income, changes in equity and cash flows for the six-month period then ended, and explanatory notes. Management is responsible for the preparation and presentation of these interim condensed consolidated financial statements in accordance with International Financial Reporting Standard IAS 34 Interim Financial Reporting ("IAS 34") as adopted for use in the European Union. Our responsibility is to express a conclusion on these interim condensed consolidated financial statements based on our review.
We conducted our review ("revue limitée/beperkt nazicht" as defined by the "Institut des Reviseurs d'Entreprises/Instituut der Bedrijfsrevisoren") in accordance with the recommendation of the "Institut des Reviseurs d'Entreprises/Instituut der Bedrijfsrevisoren" applicable to review engagements. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the auditing standards of the "Institut des Reviseurs d'Entreprises/Instituut der Bedrijfsrevisoren" and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 as adopted for use in the European Union.
Brussels, 18 February 2013
Ernst & Young Réviseurs d'Entreprises sccrl Statutory auditor represented by Jean-François Hubin Partner
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This half year financial report contains forward looking information involving risks and uncertainties, in particular statements concerning plans, objectives, expectations and intentions of Aedifica. It is brought to the attention of the reader that these statements may involve known or unknown risks and be subject to significant uncertainties on operational, economic and competitive plans many of which are outside the control of Aedifica. In the event that some of these risks and uncertainties were to materialise, or should the assumptions prove incorrect, actual results may deviate significantly from those anticipated, expected, projected or estimated. In this context, Aedifica assumes no responsibility for the accuracy of the forward looking information provided.
Mr. Pierre Iserbyt, permanent representative of Serdiser SCA, independent Director and Mr. Stefaan Gielens, CEO of Aedifica, declare that to the best of their knowledge:
| I. | Interim Board of Directors' report 2 | |
|---|---|---|
| 1. | Summary of the activities of the 1st semester | 2 |
| 2. | Introduction 3 | |
| 3. | Important events 3 | |
| 4. | Investment properties as of 31 December 2012 7 | |
| 5. | Gross yield by segment 8 | |
| 6. | Analysis of the half year consolidated accounts 9 | |
| 7. | Outlook 15 | |
| 8. | Ranking Aedifica 16 | |
| 9. | Principal risks and uncertainties 16 | |
| 10. Related party transactions 17 |
||
| 11. Corporate governance 17 |
||
| II. | Aedifica on the stock market 18 | |
| 1. | Stock price and volume 18 | |
| 2. | Graphic illustrations of Aedifica's stock price 20 | |
| 3. | Shareholding structure 21 | |
| 4. | Shareholders' calendar 21 | |
| III. | Property report 22 | |
| 1. | Consolidated property portfolio 22 | |
| 2. | Marketable investment properties portfolio analysis 26 | |
| 3. | The real estate market 28 | |
| 4. | Experts' report 32 | |
| IV. | Condensed consolidated financial statements 34 | |
| 1. | Consolidated income statement 34 | |
| 2. | Consolidated statement of comprehensive income 35 | |
| 3. | Consolidated balance sheet 35 | |
| 4. | Consolidated cash flow statement 37 | |
| 5. | Consolidated statement of changes in equity 38 | |
| 6. | Notes 39 | |
| 7. | Auditors' report (limited review) 50 | |
| V. | Forward looking statement 51 | |
| VI. | Responsible persons statement 51 |
Public REIT under Belgian law since 8 December 2005 Avenue Louise, 331 in 1050 Brussels Tel : +32.2.626.07.70 Fax : +32.2.626.07.71 VAT - BE 0877.248.501 – Registry of Legal Entities of Brussels www.aedifica.be
Financial year 1 July - 30 June
Auditor Ernst & Young Réviseurs d'Entreprises SCCRL, represented by Jean-François Hubin, Partner Real estate experts Stadim CVBA and de Crombrugghe & Partners SA
Stefaan Gielens, CEO – [email protected] Jean Kotarakos, CFO – [email protected] Martina Carlsson, Control & Communication Manager – [email protected]
This half year financial report is also available in French and Dutch1 .
The English version of this press release constitutes a free translation of the text in the French language, made for information purposes only. In case of inconsistency with the French version or inaccuracy of the English translation, the French text shall prevail.
1 The French version of this document has true value.
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