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Catena Interim / Quarterly Report 2015

Mar 7, 2016

2901_10-k_2016-03-07_a39b5131-d11b-4602-b3a2-b017aad26397.pdf

Interim / Quarterly Report

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Q4

Year-end report, January – December 2015

  • Rental income rose by 8 percent to SEK 464.2 million (431.3).
  • The operating surplus rose by 8 percent to SEK 351.3 million (325.7).
  • Profit from property management rose by 27 percent to SEK 259.3 million (204.9).
  • Net profit for the year rose to SEK 571.5 million (344.2), corresponding to earnings per share of SEK 22.29 (13.49), of which changes in the value of derivatives is included by SEK 30.50 million (negative 150.6) and changes in the value of properties by SEK 300.5 million (386.0).
  • The Board proposes a dividend of 3.00 per share (3.00).

Significant events in the fourth quarter

  • Acquisition of the properties Norra Varalöv 31:5 and Rebbelberga 26:38 in Ängelholm, Postiljonen 1 in Växjö and Sockret 4 in Malmö.
  • Catena has acquired Klövern's shares in Tribona and submitted a public takeover bid to the shareholders of Tribona.

Significant events after the end of the year

  • Sale of the Högsbo 21:2 property in Gothenburg for a property value of SEK 580 million.
  • Catena has acquired 94.5 percent of the shares in Tribona and is conducting a compulsory redemption and delisting of the company.

Note: The information in this year-end report is such that Catena AB (publ) is required to publish pursuant to the Swedish Securities Markets Act. The information was submitted for publication on 18 February, at 4:00 p.m.

The acquisition of Tribona strengthens Catena in areas including food.

In October, Catena acquired slightly less than 30 percent of the share capital in Tribona AB for a cash consideration of SEK 42 per share. In connection with the acquisition, Catena submitted a public takeover bid to the remaining shareholders, who were offered SEK 42 per share or three newly issued shares in Catena for every eight shares held in Tribona AB, corresponding to a share price of SEK 45 on the date of the bid. The transaction was financed with cash, newly issued shares in Catena and new loans raised against existing collateral in Catena. The outcome of the takeover bid has led to Catena now holding 94.5 percent of the shares in Tribona.

Tribona in brief

With its head office in Malmö, Tribona, like Catena, manages and develops strategically located logistics properties at logistics hubs adjacent to key traffic flows. The company's 37 properties with a total lettable area of more than 700,000 square meters generates rental income of more than SEK 400 million annually. The loan-to-value ratio amounts to about 56 percent. Tribona's property portfolio complements Catena's in terms of both geography and customer structure. The companies also share their view on responsible sustainability work. Customer focus is another common denominator. Among other things, Tribona was able to show significant improvement in the latest CSI survey (Customer Satisfaction Index).

Position for continued growth

Not only does the acquisition of Tribona make Catena the logistics sector's leading property company but also its largest, with a total of 92 properties valued at approximately SEK 10,000 million and delivering strong cash flow. This gives Catena good opportunities to continue expanding its business. The company's positions are strengthened in the locations that the company has defined as strategically important, such as Stockholm, Gothenburg and Malmö. Catena also gains several important new customers and

Tribona's customers include ICA (as pictured), Netto and other large supermarket chains, which are of interest to Catena. Picture: Slammertorp 3:3, Järfälla

customer segments. Particularly in the food sector, which maintains close and frequent contacts with consumers. This is crucial for Catena's development of what is generally referred to as "last mile distribution", an area that is becoming increasingly important in pace with increasing e-commerce. The larger combined property portfolio also increases opportunities for rational management, resulting in both cost and revenue synergies. The increased number of shareholders is also expected to improve conditions for attracting new investors, which can improve the liquidity of Catena's shares, adding value for shareholders.

At the time of writing, Catena has acquired 94.5 percent of the shares in Tribona. A compulsory redemption process will be initiated regarding the remaining shares. In connection with this, Tribona's shares will be de-listed. First and foremost, however, the operations will be integrated and consolidated. Thanks to good cash flow and the rights issue, this is expected to further strengthen the balance sheet.

The Group in figues 2015 2014 2015 2014
Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Rental income, SEK M 119.1 114.3 464.2 431.3
Net operating surplus, SEK M 88.4 83.8 351.3 325.7
Profit from property management, SEK M 67.2 49.9 259.3 204.9
Profit for the year, SEK M 145.3 34.1 571.5 344.2
Earnings per share, SEK 5.7 1.3 22.3 13.5
Surplus ratio, % 74.2 73.3 75.7 75.5
Equity ratio, % 35.7 32.4 35.7 32.4
Letting ratio, % 95.5 95.8 95.5 95.8

An eventful year for Catena

Purposeful efforts in day-to-day management, combined with successful property development, certain large-scale divestments and successful acquisitions enable Catena to present financial statements that are strong in every way.

We report significantly improved profit from property management (i.e. cash flow from operating activities) of SEK 259.3 million (204.9). Naturally this is partly because we have been able to benefit from low interest rates, but most of all, it is because we have focused on nurturing and developing our existing client relationships and properties. This is also reflected by our very good occupancy rate, which, at the end of the year, was 96 percent, similar to the preceding year. Further proof of this focus is the continued favourable and stable surplus ratio, which was again 76 percent for 2015.

In addition to the stable trend in ongoing property management over the year, we acquired a number of properties and also divested some of our older ones.The largest was, without doubt, the divestment of the "Haga Norra" development project in Solna, outside Stockholm. The transaction contributed to the year's favourable profit and generated a cash surplus of close to SEK 1 billion.The agreement in December to sell the Högsbo 21:2 property, Pripps' former brewery and warehouse in Gothenburg, also generated a good development profit, bringing in approximately SEK 220 million in cash once the sale was completed in January, 2016. Divesting low-yield development properties in this way allows us to acquire and, above all, produce modern new logistics facilities under our own power. In that spirit, over the year, we created, together with DHL, one of Scandinavia's most modern terminal buildings, strategically located near major routes in Malmö. The tenant began to take occupancy in December 2015. Over the year, in cooperation with certain customers, we developed a new volume terminal for temporary warehousing and for transhipment of containers and trailers. The first of these will be completed in Katrineholm during the first quarter of 2016.

Another major event occurred at the end of the year when we acquired the equivalent of almost 30 percent of the share capital in Tribona AB. At the same time, we submitted a public takeover bid to the other shareholders in Tribona to acquire all of the remaining shares. At the end of the extended bid period on 5 February 2016, it was clear that we controlled the equivalent of 94.5 percent of the shares in Tribona. This means that we can now begin the process of integrating Tribona, with the result that, following the merger, we will have a property portfolio valued at approximately SEK 10 billion.

In this way, we are building a company with a strong cash flow and good prospects for continued expansion. This also affords us excellent opportunities to continue to streamline our property management and broaden the customer base, particularly in the increasingly attractive food sector. Steadily increasing cargo flows generate a need for modern, new logistics properties in the right locations. Focusing on future logistics solutions, strong cash flow and, as I see it, an "unyielding" capacity for implementation, we are well on our way to establishing Catena as the leading property company in the logistics sector in Scandinavia.

Helsingborg, February 2016 Gustaf Hermelin, CEO

Year-end report, January – December 2015 Income and profit

Rental income

Rental income rose by 8 percent to SEK 464.2 million (431.3), mainly due to acquired properties, completed projects and increased net letting.

Income from contracts with terms of more than three years accounted for approximately 67 percent of Catena's contracted annual rent, which entails stable income with no appreciable variation between periods, except when affected by acquisitions and sales. The average remaining lease period is approximately 4.3 years.

Duration of leases

Duration Number
contracts
Contracted
annual rent,
SEK M
Contracted
annual rent, %
2016 105 39.3 8
2017 66 74.1 15
2018 28 50.6 10
2019 21 99.1 20
2020 19 49.0 10
2021 4 45.9 10
2022+ 22 130.6 27
Total 265 488.6 100

Property expenses

Property expenses rose by 7 percent to SEK 112.9 million (105.6), mainly due to the property portfolio being larger. For comparable portfolios, property expenses have risen by SEK 3.0 million due to increased repairs.

Financial expenses

Financial expenses amounted to SEK 94.3 million (95.1) over the year. The year was characterized by completed refinancing processes, the restructuring of the credit portfolio and lower market interest rates.

Earnings

Over the year, profit from property management improved by 27 percent to SEK 259.3 million (204.9), mainly due to the effect of acquired properties and income-enhancing investments.

Profit for the year rose by SEK 227.3 million to SEK 571.5 million (344.2) due to changes in property values, and this was mainly attributable to the Haga Norra project properties in Solna, outside Stockholm, which were sold during the year. Profit is also affected by increased values of derivatives, mainly due to long-term market interest rates having increased during the year. The unrealized changes in value are of an accounting nature and do not affect existing cash flow.

Regions 2015 2014 2015 2014
SEK M Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Rental income
Stockholm 49.2 47.9 194.9 194.3
Gothenburg 42.8 32.6 161.8 125.8
Öresund 27.1 26.2 95.7 85.5
Solna project 7.6 11.8 25.7
Total 119,1 114.3 464.2 431.3
Operating surplus
Stockholm 38.7 36.8 153.2 152.7
Gothenburg 30.7 21.3 121.4 90.4
Öresund 19.0 18.9 67.1 59.9
Solna project 6.8 9.6 22.7
Total 88. 4 83.8 351.3 325.7

Related parties

Profit for the year includes smaller related party transactions with AB Elmsäters in Enhörna, Backahill AB and Hansan AB for consulting services.

In addition, Catena acquired the Förmannen 4 property Ängelholm for a property value of SEK 120 million from Backahill AB and sold the project properties in Solna to Fabege AB, which will initially contribute profit before tax of about SEK 100 million to Catena.

These transactions are considered related party transactions and have therefore been subject to and approved by Catena's Annual General Meeting and Extraordinary General Meeting.

Statement of comprehensive income

2015 2014 2015 2014
SEK M Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Rental income 119.1 114.3 464.2 431.3
Property expenses -30.7 -30.5 -112.9 -105.6
Operating surplus 88.4 83.8 351.3 325.7
Central administration -12.1 -10.7 -26.7 -28.9
Other operating income 0.1 8.9 23.1 9.6
Other operating expenses -8.1 -13.7 -8.1
Interest in profits from associated companies 12.2 0.1 12.4 0.8
Financial income 3.0 7.2 0.9
Financial expenses -24.4 -24.1 -94.3 -95.1
Profit from property management 67.2 49.9 259.3 204.9
Realised changes in value of investment properties 0.9 -6.5 102.2 -6.5
Unrealised changes in value of investment properties 68.5 59.1 198.3 392.5
Changes in values of derivatives 28.1 -59.6 30.5 -150.6
Pre-tax profit 164.7 42.9 590.3 440.3
Tax paid -3.9 -1.9 -3.9 -1.9
Deferred tax -15.5 -6.9 -14.9 -94.2
Net profit for the period/year 145.3 34.1 571.5 344.2
Other comprehensive income for the year
Net profit for the period/year 145.3 34.1 571.5 344.2
Comprehensive income for the period/year distributed among
the Parent Company's shareholders
145.2 34.1 571.5 344.8
Comprehensive income for the period/year distributed among
non-controlling interests 0.1 -0.6
Key figures before and after dilution
Shareholders' equity, SEK per share 96.5 77.2 96.5 77.2
Net worth, EPRA NAV, SEK per share 109.3 96.6 109.3 96.6
Profit for the period/year, SEK per share 5.7 1.3 22.3 13.5
Number of shares outstanding, millions 25.6 25.6 25.6 25.6

Workforce, Group

Tahe 1:64, Jönköping

6 Group Catena AB, Year-end report, January – December 2015

Financial position

Cash flow

2015 2014
SEK M Jan-Dec Jan-Dec
Pre-tax profit 590.3 440.3
Adjustments for
non-cash items -348.8 -235.5
Cash flow before changes
in working capital 241.5 204.8
Change in operating receivables 8.2 9.2
Change in operating liabilities 29.5 -39.8
Cash flow from
operating activities 279.2 174.2
Acquisition of assets via subsidiaries -467.0 -171.3
Divestment of operations 771.9
Acquisitions of investment properties -142.6 -180.4
Divestment of investment properties 1.4 15.0
Acquisitions of property, plant and
equipment -0.3 -1.8
Disposals of non-current assets 0.5
Change in financial assets -597.8 -56.8
Cash flow from investing activities -434.4 -394.8
Change in loans 234.2 257.7
Dividend paid -76.9 -51.3
Cash flow from financing operations 157.3 206.4
Cash flow for the year 2.1 -14.2
Opening cash and cash equivalents 199.4 213.6
Closing cash and cash equivalents 201.5 199.4

Cash flow for the year before changes in working capital improved by SEK 36.7 million to SEK 241.5 million (204.8).

Cash flow was affected by divestments. In addition to the divestment of the project properties in Solna, which contributed SEK 768.0 million to cash flow, other divestments affected cash flow by SEK 5.3 million.

The year's acquisition of 11 properties affected cash flow negatively. The acquisitions have been financed in part by raising new loans.

At the end of the year, cash and cash equivalents amounted to SEK 201.5 million (199.4).

Statement of financial position

2015 2014
SEK M 31 Dec 31 Dec
Assets
Non-current assets
Investment properties 4,781.5 5,750.9
Property, plant and equipment 1.6 1.8
Financial fixed assets 1,282.7 30.6
Deferred tax asset 57.8 63.9
Current assets
Assets available for sale 559.2
Current receivables 63.6 89.4
Cash and cash equivalents 201.5 199.4
Total assets 6,947.9 6,136.0
Equity and liabilities
Equity attributable to
Parent Company shareholders 2,473.4 1,980.0
Equity attributable to
non-controlling interests 4.4 4.8
Non-current liabilities
Liabilities to credit institutions 2,409.4 2,404.1
Deferred tax liabilities 395.7 413.7
Other non-current liabilities 125.9 146.9
Current liabilities
Liabilities related to assets held for sale 386.3
Liabilities to credit institutions 997.5 1,053.5
Other current liabilities 155.3 133.0
Total equity and liabilities 6,947.9 6,136.0

As per 31 December 2015, financial fixed assets pertain largely to the deferred purchase price arising in connection with the sale of the project properties in Solna and the acquisition of some 30 percent of the shares in Tribona, which is reported as an associated company.

Investment properties total SEK 5,340.3 million, of which SEK 558.8 million relates to the Högsbo 21:2 property in Gothenburg, which, in accordance with IFRS 5 is included under Assets available for sale. An agreement for the sale of Högsbo 21:2 has been signed and the buyers took possession of the property on 15 January 2016.

Change in Equity

2015 2014
SEK M 31 Dec 31 Dec
Opening balance 1,984.8 1,641.9
Dividend paid to shareholders -76.9 -51.3
Capital contribution 50.0
Change in minority interest -1.6
Comprehensive income for the year attributable to non-controlling interests -0.6
Comprehensive income for the year attributable to Parent Company shareholders 571.5 344.8
Closing balance 2,477.8 1,984.8
Attributable to:
Parent Company's shareholders 2,473.4 1,980.0
Non-controlling interests 4.4 4.8

Liabilities to credit institutions

Liabilities to credit institutions amounted to SEK 3,754.1 million (3,457.6) and the loan framework amounted to SEK 3,900.3 million on 31 December 2015.

Liabilities to credit institutions totalled SEK 3,754.1 million, of which SEK 347.2 million relates to the Högsbo 21:2 property in Gothenburg, which, in accordance with IFRS 5 is included under Liabilities related to assets held for sale. An agreement for the sale of Högsbo 21:2 has been signed and the buyers took possession of the property on 15 January 2016.

Fixed Interest rate, Participation,
interest, year SEK M %1) %
2016 1,603.7 1.6 42.7
2017 30.7 1.7 0.9
2020 112.0 1.4 3.0
2021 500.0 4.3 13.3
2022 500.0 3.7 13.3
2023 500.0 3.1 13.3
2024 507.7 2.8 13.5
Total 3,754.1 2.6 100.0

1) Refers to the current average interest rate as per 31 December 2015. Interest rates change in pace with the changes in the general interest rate but are limited by interest-rate caps.

Capital
interest, year
Contract
volume, SEK M
Utilised,
SEK M
Unutilised,
SEK M
2016 1,035.1 919.3 115.8
2017 2,414.7 2,384.3 30.4
2020 112.0 112.0
>2024 338.5 338.5
Total 3,900.3 3,754.1 146.2

Derivative instruments

Financial instruments consist of derivative instruments in Category 2 of the valuation hierarchy. The derivatives are marked to market, meaning that the carrying amount agrees with the fair value. The change is recognized in the income statement. The carrying amount was SEK 115.7 million (146.9). The change in the value of the derivatives does not affect cash flow and, on reaching maturity, the value of derivatives is always zero.

The nominal value of the derivatives is equivalent to 53 percent of consolidated liabilities to credit institutions.

Interest rate hedges through interest-rate swaps

Start year End year Interest rate, % SEK M
2011 2021 2.9 500.0
2012 2022 2.3 500.0
2014 2023 1.7 500.0
2014 2024 1.4 500.0
Total 2,000.0

Sunnanå 12:50, Burlöv

The property portfolio

Property portfolio by region

Regions Number of
properties
Lettable area,
thousand sq. m.
Fair value,
SEK M
Rental value,
SEK M
Economic
letting ratio, %
Contracted annual
rent, SEK M
Surplus
ratio, %
Stockholm 20 309.8 2,308.3 211.9 95 201.2 79
Gothenburg 16 291.9 1,864.0 189.2 96 180.6 75
Öresund 19 215.1 1,168.0 110.4 97 106.8 70
Total 55 816.8 5,340.3 511.5 96 488.6 76

Changes in property portfolio

During the year, investments in existing properties amounted to SEK 131.6 million (180.4), of which the majority relates to investments in the Barnarps-Kråkebo 1:44 property in Jönköping, Sothönan 3 in Katrineholm and Dikartorp 3:12 in Järfälla.

Sales and acquisitions of companies and properties over the year, until the closing date, are listed in the table below. In addition, for a purchase consideration of SEK 6 million, Catena acquired the Municipality of Katrineholm's 49 percent holding in the jointly owned company, Logistikposition Katrineholm AB, which owns the properties Sothönan 3 and 19 in Katrineholm. An agreement has also been signed to acquire land through a reallotment

between Logistikposition Katrineholm AB and the Municipality of Katrineholm. The company will acquire 75,000 square metres of land with title located adjacent to the existing properties Sothönan 3 and 19.

The acquisition of Norra Varalöv 31:11 involves 60 percent of the company that owns a development area with an ongoing project in Ängelholm.

An agreement was signed for the sale of Högsbo 21:2 in Gothenburg for a property value of SEK 580 million. The buyers took possession of the property on 15 January 2016.

Property acquisition

Property designation Transfer date Region Municipality Space, sq. m. Property
value, SEK M
Annual rental
income, SEK M
Förmannen 4 5 May 2015 Öresund Ängelholm 22,241 120.3 11.9
Misteln 1 24 Jun 2015 Öresund Åhus 1,900 20.0 1.5
Tahe 1:64 1 July 2015 Gothenburg Jönköping 29,209 60.0 14.9
Rebbelberga 26:37 6 July 2015 Öresund Ängelholm 15,449 115.0 9.1
Norra Varalöv 31:11 6 July 2015 Öresund Ängelholm Projects 18.6 0.0
Barnarps-Kråkebo 1:56 1 September 2015 Gothenburg Jönköping 4,030 35.0 2.7
Vindtunneln 2 1 September 2015 Gothenburg Borås 16,391 84.0 9.2
Norra Varalöv 31:5 2 October 2015 Öresund Ängelholm 4,056 22.0 1.8
Rebbelberga 26:38 10 October 2015 Öresund Ängelholm 975 6.2 0.5
Postiljonen 1 4 November 2015 Gothenburg Växjö 6,702 79.6 6.4
Sockret 4 2 December 2015 Öresund Malmö 4,618 11.0 0.0
Total 105,571 571.7 58.0

Rental value: SEK 511.5 million

Property stock by region

Surplus ratio

Property sales

Property designation Vacated Region Municipality Space, sq. m. Property value,
SEK M
Earnings,
SEK M
Storheden 1:75 1 Apr 2015 Stockholm Luleå 1,450 7.0 0.8
Stora Frösunda 2 and Hagalund 2:2 23 Jun 2015 Projects Solna 40,723 1,450.0 100.5
Släggan 1 13 October 2015 Öresund Ljungby Land 0.5 0.9
Total 42,173 1,458.5 102.2

Property portfolio

SEK M Fair value Number of
properties
Property portfolio at beginning of year 5,750.9 47
Acquisitions 566.7 11
Investments in existing properties 131.6
Sales -1,307.2 -3
Unrealised changes in value 198.3
Total investment properties 5,340.3 55

Property valuation

The unrealised changes in the value of Catena's properties during the year amounted to SEK 198.3 million (392.5), as an effect, among other things, of well implemented projects and good property management.

Each quarter, Catena implements internal valuations of all its investment properties and this is used to determine the fair values recognised in the balance sheet, To verify the internal valuations, external valuations of a selection of our properties are also carried out. External valuations of some SEK 3.4 billion of the property portfolio were implemented during 2015.

All of the Group's investment properties are assessed as being at level 3 in the valuation hierarchy. A detailed description of the valuation principles is available in Catena's annual report for 2014.

A certain discrepancy is permitted between the internal valuation and the fair value before the fair value is adjusted. The deviation must lie within a range governed by the permitted deviation, ±0.25%, from the set yield requirement. Only when the deviation exceeds or falls short of this range is the real value adjusted. This deviation is accepted since there is always some uncertainty in estimated figures.

Other

Market outlook

Over time, the market for logistics properties is driven by increased goods flows and growing retail trade, particularly e-commerce. Consequently, demand for Catena's wellsituated and, for their purpose well-suited and environmentally efficient, logistics spaces is expected to remain good in 2016.

The availability of modern, strategically located logistics premises, preferably adjacent to container terminals, is limited. For this reason, we expect the letting ratio of our properties to remain high. The availability of developable land with suitable planning permission is also limited, providing opportunities to move forward with new production at our existing development sites.

Concluded agreement negotiations also indicate stable rent levels in our existing portfolio. In addition, as a result of increased space efficiency, we expect increased rental income per square meter for our newer holdings of larger buildings and newly developed properties.

Combined with favourable access to capital at low interest rates, this means that the transaction market for efficient, energy-smart and suitably located logistics properties remains good. Through acquisitions and property development, we perceive good opportunities to expand our operations over the coming years.

Catena shares

On the balance sheet date, Catena's shares were traded on the Nasdaq Stockholm – Nordic Mid Cap list. The closing price on 31 December 2015 was SEK 115.75, against the opening price of SEK 105.75 on 2 January 2015, representing an increase of 9 percent over the year. The highest price noted for Catena's shares during the year was SEK 141.00 and the lowest was SEK 103.00.

Ownership structure,
31 December 2015
No. of
shares, 000s
Votes,
%
Backahill 11,221 43.8
Endicott Sweden AB (CLS Holding plc) 3,719 14.5
Länsförsäkringar fondförvaltning 2,382 9.3
SFU Sverige AB 1,847 7.2
CRHE Invest AB 770 3.0
Swedbank Robur fonder 539 2.1
Handelsbanken Fonder AB 507 2.0
Banque Carnegie Luxembourg SA 481 1.9
JP Morgan Bank Luxembourg SA 405 1.6
JP Morgan Europe Limited 241 0.9
Skagen M2 Verdipapirfond 178 0.7
SEB Investment Management 148 0.6
Humle Kapitalförvaltning AB 140 0.6
Livförsäkringsaktiebolaget Skandia ÖMS 136 0.5
Other shareholders 2,928 11.3
Total: 25,642 100.0
Ownership structure,
31 January 2016
No. of
shares, 000s
Votes,
%
Backahill 11,221 34.1
Endicott Sweden AB (CLS Holding plc) 3,719 11.3
Länsförsäkringar fondförvaltning 3,283 10.0
SFU Sverige AB 1,847 5.6
Nordea Investment Funds 1,316 4.0
Skagens Vekst Verdipapirfond 1,069 3.2
CGML PB Client Acct-Sweden Treaty 1,057 3.2
Swedbank Robur fonder 918 2.8
JP Morgan Bank Luxembourg SA 778 2.4
CRHE Invest AB 770 2.3
Handelsbanken Fonder AB 512 1.6
Banque Carnegie Luxembourg SA 480 1.5
Malmer, Staffan 460 1.4
JP Morgan Europe Limited 306 0.9
Other shareholders 5,153 15.7
Total: 32,889 100

As of 31 January 2016, Catena has 14,455 shareholders.

After 31 January 2016, a further 346,614 new shares have been registered. Following this, the number of shares in Catena amounts to 33,235,506.

Dividend policy

In the long term, Catena's dividends shall amount to at least 50 percent of profit from property management less standard rate tax.

2013 2014 2015

Net worth per share, EPRA NAV

Key figures 1)

For definitions of key figures,
see page 14.
2015
Jan-Dec
2014
Jan-Dec
Property-related
Rental income, SEK M 464.2 431.3
Net operating surplus, SEK M 351.3 325.7
Rental value, SEK M 511.5 480.1
Economic letting ratio, % 95.5 95.8
surplus ratio, % 75.7 75.5
Loan-to-value ratio, % 70.3 60.1
Lettable area, thousand sq. m. 816.8 753.1
Financial
Return on equity, % 25.6 19.0
Return on equity, % 10.5 12.3
Interest-coverage ratio, multiple 4.8 3.1
Average interest rate, % 2.6 2.8
Fixed interest, years 3.1 3.5
Capital tied-up, years 2.5 2.9
Equity ratio, % 35.7 32.4
Profit from property management, SEK M 259.3 204.9
Pre-tax profit, SEK M 590.3 440.3
Profit for the year, SEK M 571.5 344.2
Total assets, SEK M 6,947.9 6,136.0
Share-related
Prior to and after dilution
Equity per share, SEK 96.46 77.22
Net asset value per share, EPRA NAV, SEK 109.30 96.60
Comprehensive income per share, SEK 22.29 13.49
Profit from property management per
share, SEK
10.11 8.02
Number of shares outstanding, millions 25.6 25.6
P/E ratio 5 8

1) On remaining properties at the end of the year.

Vindtunneln 2, Borås

Financial targets

times 0 1 2 3 4 5 6 Target

2013 2014 2015

Interest coverage ratio

Equity ratio

Other significant events during the year

In January 2015, Nya Svensk FastighetsFinansiering AB (Nya SFF) was launched – a newly formed finance company with a covered MTN programme of SEK 8 billion. The company is owned by Catena AB, Diös Fastigheter AB, Fabege AB, Platzer Fastigheter Holding AB and Wihlborgs Fastigheter AB – each with a holding of 20 percent and commenced financing operations in February 2015. In April, an issue offering under an MTN programme was subscribed via Nya SFF. Catena is participating with the Terminal 1 container terminal in Hallsberg, borrowing via a five-year bond in the amount of SEK 112 million with a fixed annual interest rate of 1.42 percent.

Catena has acquired all of Klövern AB's 14,377,428 shares in Tribona AB (publ), equivalent to 29.55 percent of the share capital for a cash consideration of SEK 42 per share. Catena has also submitted a public takeover bid to the other shareholders in Tribona to acquire all remaining shares issued by Tribona.

The financing of the Tribona acquisition was effectuated in cash and through an acquisition facility of SEK 384 million.

The offer to the shareholders in Tribona is that, as payment for their shares in Tribona, they receive newly issued shares in Catena corresponding to an offer value of SEK 45 per share, based on the closing price for Catena's shares on 19 October. Alternatively, they may choose to receive a cash consideration of SEK 42 per share in Tribona. The offer was valued at about SEK 2,133 million.

Among other things, the acquisition was conditional on the approval by the Annual General Meeting of a new share issue. An Extraordinary General Meeting was held on 30 November 2015 and the acceptance period for the offer was 2 December to 23 December 2015.

The new group will have a property portfolio of 92 properties with a property value of slightly more than SEK 10 billion. The property portfolio will have a geographical spread among important logistics hubs and metropolitan regions. For further information, please refer to the offer document published on 14 December.

Catena has expanded its senior management to include Lena Haraldsson. Lena began her employment on 1 November as Manager of the Malmö area and logistics in the food sector. Senior management now comprises eight individuals.

Catena has signed agreements for the sale of the Högsbo 21:2 property in Högsbo for a property value of SEK 580 million.

A nomination committee was formed for the 2016 Annual General Meeting.

Significant events after the end of the year

In connection with the public takeover bid for Tribona's shares, Catena's Annual General Meeting decided to issue new shares and on 29 January 2016, 7,246,971 shares and votes were registered. At that time, Catena had secured 91.6 percent of the shares in Tribona and extended the acceptance period.

Following the extended acceptance period, Catena has acquired an additional 2.9 percent of the shares and now owns 94.5 percent of the Tribona Group. A further 346,614 shares in Catena will be issued. Catena has initiated the compulsory redemption of the remaining shares in Tribona. The Board of Tribona has decided to delist Tribona's shares from the Nasdaq Stockholm exchange. The last day of trading in the shares will be 22 February 2016.

Tribona will be included in Catena's financial statements as of the interim report for the first quarter of 2016. Tribona's Personnel will be offered employment in Catena.

Barnarps-Kråkebo 1:44, Jönköping

Norra Varalöv 31:11, Ängelholm, e-commerce cluster under production in 2016

Parent Company's financial statements

Income Statement 2015 2014
SEK M Jan-Dec Jan-Dec
Net turnover 30.2 27.2
Cost of services performed -55.1 -54.7
Operating profit/loss -24.9 -27.5
Financial income and expenses
Other interest income and similar income 42.7 41.7
Profit from participations in Group
companies 133.2 49.2
Interest expense and similar expenses -99.4 -219.6
Pre-tax profit 51.6 -156.2
Tax on profit for the year -17.7 22.1
Comprehensive income for the year 33.9 -134.1

No items in the Parent Company are recognised in other comprehensive income and total comprehensive income is therefore consistent with profit for the year.

Balance sheet 2015 2014
SEK M 31 Dec 31 Dec
Assets
Non-current assets
Property, plant and equipment 1.6 1.8
Financial fixed assets 1,856.4 1,227.4
Deferred tax asset 29.4 39.1
Non-current receivables 2.3
Current assets
Receivables from Group companies 1,210.3 1,373.3
Receivables from associated companies 33.3 55.7
Current receivables 5.8 5.4
Cash and cash equivalents 201.2 198.7
Total assets 3,338.0 2,903.7
Equity and liabilities
Equity 1,119.1 1,162.1
Non-current liabilities
Liabilities to credit institutions 316.8
Other non-current liabilities
116.2
146.9
Current liabilities
Liabilities to credit institutions 67.2
Liabilities to Group companies 1,667.5 1,553.9
Liabilities to associated companies 14.9 14.2
Other current liabilities 36.3 26.6
Total equity and liabilities 3,338.0 2,903.7

Accounting and valuation principles

Catena AB draws up its consolidated accounts in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), and also with interpretive statements from the International Financial Interpretations Committee (IFRIC), as approved by the European Commission for application in the EU.

The Parent Company applies the same accounting principles as the Group, but taking into consideration the recommendations from the Swedish Financial Reporting Board in RFR 2, Accounting for Legal Entities.

This interim report was drawn up in accordance with IAS 34, Interim Financial Reporting, for the Group and according to the Swedish Annual Accounts Act for the Parent Company. The accounting principles applied are the same as in the previous year except for the following change: IFRIC 21 addresses the recognition of levies, that is, different types of fees that may be charged to a company by a state, or equivalent body, through legislation and/or regulation, which, for the Group, would have an impact on the reporting of property taxes. The entire property tax liability for 2015 is recognised in the first quarter. None of the other IFRS or IFRIC interpretations that have not yet entered into force are expected to have a significant impact on the Group.

A reclassification has been made between non-current and current liabilities to credit institutions regarding the comparison period January-September 2014, necessitated by the fact that the contractual maturity of these liabilities was less than 12 months.

Risks and uncertainty factors

In order to draw up the accounts according to generally accepted accounting principles, the company management must make assessments and assumptions that affect the asset and liability items and the income and expense items disclosed in the annual accounts, and also other information provided. Actual outcomes may diverge from these assessments. Catena's risks are described, in Swedish, on pages 56–59 of the 2014 Annual Report. No essential changes have occurred since its publication.

Solna, 18 February 2016 Catena AB (publ) Board of Directors

This report has not been subject to special review by the company auditors.

Köpingegården 1, Helsingborg

Definitions

Return on equity

Net profit for the period/year as a percentage of average equity.

Return on total capital

Pre-tax profit plus financial expenses as a percentage of average total assets.

Loan-to-value ratio

Liabilities to credit institutions in relation to the property's carrying amount at the end of the period/year.

Equity per share

Equity attributable to Parent Company shareholders in relation to the number of shares at the end of the period/ year.

Economic letting ratio

Contractual annual rent under valid leases at the end of the period/year as a percentage of rental value.

Net asset value per share, EPRA NAV

Equity per share with reversal of interest rate derivatives and deferred tax in accordance with the balance sheet.

Profit from property management

Pre-tax profit with reversal of changes in value.

Profit from property management per share

Profit from property management in relation to the average number of shares outstanding.

Rental value

Contractual rents on an annual basis plus a supplement for assessed market rents for vacant space.

Average interest rate

Average interest on the loan portfolio with derivatives being taken into account.

Capital tied-up

The average remaining period for which capital is tied up in the loan portfolio.

P/E ratio

Share price divided by rolling earnings per share.

Earnings per share

Profit for the period/year attributable to the Parent Company's shareholders in relation to the average number of shares outstanding.

Fixed interest

Average remaining period of fixed interest on the loan portfolio with derivatives being taken into account.

Interest-coverage ratio

Pre-tax profit before reversal of financial expenses and unrealised changes in value in relation to financial expenses.

Debt/equity ratio

Interest-bearing liabilities divided by equity

Equity ratio

Equity including non-controlling interests as a percentage of total assets.

Surplus ratio

Operating surplus as a percentage of rental income.

Volume Terminal, Katrineholm, under construction

Acquisition of Tribona

Income statement for each company 31 December 2015, IFRS

SEK M Catena Tribona
Rental income 464 402
Property expenses -113 -88
Operating surplus 351 314
Administration and other -5 -33
Net financial items -87 -152
Profit from property management 259 129
Changes in value 331 50
Pre-tax profit 590 180
Taxes -18 -40
Earnings 572 140

Tribona's operations were consolidated into Catena effective from26 January 2016. A consolidated income statement will first appear in the interim report for the first quarter of 2016 that will be published on 27 April 2016.

Pro forma balance sheet 31 December 2015, IFRS

SEK M Catena Tribona Prof.
adj.
Pro
forma
Goodwill 131 131
Investment properties 4,781 5,262 10,043
Other non-current assets 1,342 72 -604 810
Total non-current assets 6,123 5,334 -473 10,984
Current assets 825 118 -629 314
TOTAL ASSETS 6,948 5,452 -1,102 11,298
Total equity 2,478 1,918 -1,068 3,328
Liabilities to credit institutions 2,410 2,892 203 5,505
Other non-current liabilities 522 449 971
Total non-current liabilities 2,932 3,341 203 6,476
Liabilities to credit institutions 997 58 110 1,165
Other current liabilities 541 135 -347 329
Total current liabilities 1,538 193 -237 1,494
TOTAL EQUITY AND LIABILITIES 6,948 5,452 -1,102 11,298

This pro forma has been calculated on a preliminary basis for each of the companies' annual accounts and should be viewed as an indicative balance sheet. The balance sheet is based on assumptions that have not yet occurred.

Catena in brief

Catena is a leading property company in logistics, offering companies and third party operators customised, cost-effective and sustainable logistics facilities in strategic locations adjacent to the country's cargo flows. In this way, the company generates strong cash flow, enabling stable development of operations and dividends for shareholders.

Vision

Catena links Scandinavia's cargo flows

Cargo flows to and from Scandinavia currently utilise maritime, air, rail and road transport, separately or combined, to collect and store cargo at selected logistics hubs. At these locations, which have been carefully defined by Catena and from which the metropolitan regions of Scandinavia can also easily be reached, we are continuing to develop modern and well-suited logistics facilities.

Business concept

Catena shall sustainably and through partnerships develop efficient logistics facilities that serve the metropolitan regions of Scandinavia.

In Sweden, with its substantial distances and considerable dependency on exports, transport efficiency constitutes an important factor in companies' profitability. At the same time, the challenges faced in terms of climate change impose stricter new demands on reducing environmental impact. Catena offers premises solutions that provide benefits in terms of both costs and the environment, along superior green corridors.

Customer offering

Logistics solutions is a collective term for buildings whose purpose is the collection, storage and distribution of goods. The goods, volumes, timing and, above all, the task impose different requirement on logistics premises. Consequently, Catena provides different types of premises solutions.

Contact

Gustaf Hermelin, Chief Executive Officer [email protected] telephone +46 (0)70-560 00 00

Peter Andersson, Chief Financial Officer [email protected] telephone +46 (0)42-449 22 44

Financial reporting

Annual General Meeting 2016, in Stockholm, 4.00 pm 27 April 2016
Interim Report January-March 27 April 2016
Interim report January-June 11 July 2016
Interim report January-September 10 November 2016
Year-end report 2016 17 February 2017
Annual General Meeting 2017, in Stockholm, 4.00 pm 27 April 2017

Catena AB (publ), Box 5003, SE-250 05 Helsingborg, Sweden Telephone +46 (0)42-449 22 00, fax +46 (0)42-449 22 99. www.catenafastigheter.se Corp. Reg. No. 556294-1715, Registered office: Solna