AI assistant
Cofinimmo — Earnings Release 2012
Nov 12, 2012
3933_10-q_2012-11-12_9635f0e2-69d9-4689-88f6-65c30ec120c5.pdf
Earnings Release
Open in viewerOpens in your device viewer
REGULATED INFORMATION
Embargo until 12.11.2012, 8:00 AM CET
INTERMEDIATE DECLARATION OF THE BOARD OF DIRECTORS (FOR THE PERIOD 01.07.2012 – 30.09.2012) COMPRISING THE RESULTS ON 30.09.2012
- Net current result per share Group share (excluding IAS 39 impact) of €5.95 (+5.50% compared to 30.09.2011)
- Net asset value per share, expressed at fair value and including IAS 39 impact, of €91.80 (+2.39% compared to 31.12.2011)
- Positive variation of the property portfolio valuation, on a like-for-like basis (+0.36% compared to 31.12.2011)
Brussels, 12.11.2012, 8:00 AM CET
The net current result per share – Group share and excluding IAS 39 impact amounts to €5.95 at 30.09.2012, compared to €5.64 at 30.09.2011. This is in line with the budget for the first three quarters, and the forecast of a net current result per share of €7.47 for the year 2012, and allows to confirm the forecast of a gross dividend of €6.50 per ordinary share and €6.37 per preference share for the year 2012, payable in May 2013.
During the third quarter of 2012, the average lease maturity until the tenant's first break option increased from 11.5 years to 12.3 years. This extension follows the signing of a nine-year extension amendment to the lease for the North Galaxy office building, occupied by the Ministry of Finance.
The change in the portfolio's fair value stood at €11.83 million at 30.09.2012, confirming the positive trend already recorded in the first half-year of 2012. The variation of the fair value of the portfolio on a like-for-like basis amounts +0.36%.
Cofinimmo continued to pursue its investments in healthcare real estate, investing €24.73 million in the sector during this quarter. In particular, it expanded its geographical presence in this market segment by acquiring a private clinic in the Netherlands for €11.5 million.
Cofinimmo completed its 2013 debt refinancing this quarter following the closing of a private placement of bonds maturing in 2020 for €100 million. This placement was increased to €140 million in October. The average interest rate on these bonds is 3.55%.
REGULATED INFORMATION
Embargo until 12.11.2012, 8:00 AM CET
Cofinimmo also sold treasury shares this quarter. In total, over the course of 2012, equity has been increased by €59.14 million, thanks to the 2011 optional dividend in the form of new ordinary shares and the sale of 299,231 treasury shares.
REGULATED INFORMATION Embargo until 12.11.2012, 8:00 AM CET
1. Real estate activities of the third quarter of 2012
a. Extension of the lease for the North Galaxy building
On 19.07.2012, Cofinimmo and the Buildings Agency (Belgian Federal State) signed a nine-year lease extension with respect to the North Galaxy building. The maturity of the lease is therefore extended to 30.11.2031, instead of 30.11.2022 initially.
The rent conditions that have been granted to the Buildings Agency with respect to this transaction have been fully taken into account in the 2012 forecasts published in the 2011 Annual Financial Report.
This transaction allows to significantly increase the average residual lease length in the office segment. On 30.09.2012, the average residual lease length stands at 7.9 years1 .
b. Acquisition of an orthopaedic treatment clinic in the Netherlands2
On 28.09.2012, Cofinimmo acquired the premises of a private clinic ("Zelfstandig Behandel Centrum"), located in Naarden, 25km south-east of Amsterdam (Netherlands), for €11.5 million. This former office building, completely renovated and converted into a modern clinic in 2010, offers a surface area of 5,821 m² and 200 parking spaces.
The clinic is being purchased from the Dutch group Bergman Clinics and is being rented by the seller on a long-term lease ("emphytéose"/"erfpacht") of 15 years, with an extension option of 10 years. Under the long-term lease, the leaseholder is liable for the maintenance costs and taxes ("triple net" lease). The initial rental yield is 7.20% in "double net" equivalent3 . The rent is indexed annually.
The building was acquired by a fully-owned Cofinimmo subsidiary incorporated under Dutch law, which has the "fiscale beleggingsinstelling" ("FBI") status, comparable to the "Sicafi/Bevak" status or the "SIIC" status Cofinimmo has respectively in Belgium and France.
c. Permit awarded for the construction of a prison in Leuze-en-Hainaut
On 2.07.2012, Cofinimmo was awarded the permit to construct a prison in Leuze-en-Hainaut under a Public-Private Partnership (PPP) contract. Works began in September 2012 and delivery is due in the second quarter of 2014.
1 Up until the date of the tenant's first break option.
2 See also our press release dated 28.09.2012, available on our website (www.cofinimmo.com).
3 The double net equivalent rental yield allows for an adequate comparison with the office segment yields.
REGULATED INFORMATION
Embargo until 12.11.2012, 8:00 AM CET
d. Office reconversion projects into residential buildings
The marketing of two office buildings which are to be converted into residential buildings started during the third quarter of 2012. It concerns the Livingstone I and Woluwe 34 office buildings.
Benefiting from an advantageous location in the heart of the European Quarter, the Livingstone I building, with a surface of 16,000m², will be developed into four separate apartment units, providing a total of around 125 apartments. The ground floor will be occupied by retail outlets and/or independent professionals.
The office building Woluwe 34, located on the Boulevard de la Woluwe in 1200 Brussels, has an above-ground area of 7,325m.² It will be reconverted into 69 apartments, leaving the option of creating retail outlets and limited office space on the ground floor.
REGULATED INFORMATION Embargo until 12.11.2012, 8:00 AM CET
2. Management of financial resources
a. Private placement of bonds for €140 million1
On 26.07.2012, Cofinimmo successfully placed a 7.5 years bond maturing 07.02.2020 for a total amount of €100 million. The bond will offer a fixed coupon of 3.59% payable annually on February 7 th, with a first short coupon. The bond was placed with a limited number of institutional investors.
This placement was increased to €140 million in October. Taking into account the issuing premiums, the average interest rate on these bonds is 3.55%.
The net proceeds of these bond issues allow Cofinimmo to cover its refinancing needs until the end of 2013 and to further diversify its financial resources. This transaction lengthens the average debt maturity: on 30.09.2012, it stands at 4 years.
b. Sale of treasury shares
Cofinimmo sold 86,757 ordinary own shares on the stock market in September, and an additional 93,288 shares in October and November2 . Taking into account the shares sold during the first half-year, Cofinimmo has sold a total of 299,231 ordinary own shares in 2012, for a gross average price of €90.33 per share.
As a reminder, at 30.09.12, the share's closing price was €86.43 and the intrinsic value of the share, in fair value, was €91.80.
The Group will allocate the funds raised, i.e. €27.03 million, to a broader plan to finance investment commitments and strengthen the company's consolidated balance sheet.
3. Conversion of preference shares3
During the last period of conversion of preference shares into ordinary shares, applications to convert 137,074 preference shares were registered4 .
1 See also our press release dated 07.08.2012, available on our website (www.cofinimmo.com).
2 See also paragraph 10 on pages 14 and 15 of the press release for an overview of the number of treasury shares on 30.09.2012 and to this date.
3 See also our press release dated 08.10.2012, available on our website (www.cofinimmo.com).
4 See also paragraph 10 on pages 14 and 15 of the press release for an overview of the number of treasury shares on 30.09.2012 and to this date.
REGULATED INFORMATION
Embargo until 12.11.2012, 8:00 AM CET
4. Consolidated key figures
a. Global information
| (X € 1 000 000) | 30.09.2012 | 31.12.2011 |
|---|---|---|
| Portfolio of investment properties (in fair value) | 3, 293.3 | 3, 189.4 |
| (x €1000) | 30.09.2012 | 30.09.2011 |
| Property result | 167, 465 | 157, 027 |
| Operating result before result on portfolio | 142, 895 | 133, 837 |
| Financial result | -55, 397 | -39, 925 |
| Net current result (Group share) | 82, 342 | 88, 381 |
| Result on portfolio (Group share) | 7, 728 | 18, 505 |
| Net result (Group share) | 90, 070 | 106, 886 |
| 30.09.2012 | 31.12.2011 | |
| Operating costs/average value of the portfolio under management1 | 0.86% | 0.83% |
| Operating margin | 85.33% | 85.24% |
| Weighted residual lease term2 (in years) |
12.3 | 11.3 |
| Occupancy rate3 | 95.61% | 95.34% |
| Gross rental yield at 100% occupancy | 7.01% | 6.98% |
| Net rental yield at 100% occupancy | 6.53% | 6.56% |
| Average interest rate on borrowings4 | 4.05% | 4.20% |
| Debt ratio5 | 50.93% | 49.89% |
| Loan-to-value ratio6 | 52.16% | 51.50% |
1 Average value of the portfolio plus the value of sold receivables relating to buildings whose maintenance costs payable by the owner are still met by the Group through total cover insurance premiums.
2 Up until the date of the tenant's first break option.
3 Calculated according to actual rents and the estimated rental value for unoccupied buildings. The occupancy rate for offices only stands at 91.49% while that of the Brussels office market is 88.7% (source: DTZ Research).
4 Including bank margins and depreciation costs of hedging instruments pertaining to the period.
5 Legal ratio calculated in accordance with legislation regarding Sicafis/Bevaks as financial and other debts divided by total assets.
6 Ratio referred to in credit agreements, calculated by dividing net financial debt by the total of the portfolio's fair value and finance lease receivables. On 30.09.2012, this ratio is contractual for 32% of the total financial debt.
REGULATED INFORMATION
Embargo until 12.11.2012, 8:00 AM CET
b. Data per share1 (in €)
| Results | 30.09.2012 9 MONTHS |
30.09.2011 9 MONTHS |
30.09.2012 3 MONTHS |
30.09.2011 3 MONTHS |
|---|---|---|---|---|
| Net current result – Group share – excluding IAS 39 impact |
5.95 | 5.64 | 1.84 | 1.88 |
| IAS 39 impact | -0.74 | 0.18 | -0.72 | 0.24 |
| Net current result – Group share | 5.21 | 5.82 | 1.12 | 2.12 |
| Realised result on portfolio | 0.01 | 0.32 | 0.00 | 0.00 |
| Unrealised result on portfolio2 | 0.48 | 0.89 | 0.18 | -0.09 |
| Net result – Group share | 5.70 | 7.03 | 1.30 | 2.03 |
Based on a prorata temporis split of the Belfius indemnity over the financial year 2012:
| Results | 30.09.2012 9 MONTHS |
30.09.2011 9 MONTHS |
30.09.2012 3 MONTHS |
30.09.2011 3 MONTHS |
|---|---|---|---|---|
| Net current result – Group share – excluding IAS 39 impact |
5.78 | 5.64 | 2.02 | 1.88 |
| IAS 39 impact | -0.74 | 0.18 | -0.72 | 0.24 |
| Net current result – Group share | 5.04 | 5.82 | 1.30 | 2.12 |
| Realised result on portfolio | 0.01 | 0.32 | 0.00 | 0.00 |
| Unrealised result on portfolio2 | 0.48 | 0.89 | 0.18 | -0.09 |
| Net result – Group share | 5.53 | 7.03 | 1.48 | 2.03 |
| Net Asset Value per share | 30.09.2012 | 31.12.2011 |
|---|---|---|
| Revalued net asset value in fair value3 after distribution of the dividend for the year 2011 |
91.80 | 89.66 |
| Revalued net asset value in investment value4 after distribution of the dividend for the year 2011 |
96.45 | 94.19 |
| Diluted Net Asset Value per share5 | 30.09.2012 | 31.12.2011 |
|---|---|---|
| Diluted revalued net asset value in fair value3 after distribution of |
93.08 | 92.52 |
| dividend for the year 2011 | ||
| Diluted revalued net asset value in investment value4 after distribution of |
97.21 | 96.51 |
| dividend for the year 2011 |
4 Investment value: before deduction of transactions costs.
1 Ordinary and preference shares.
2 Variation in the fair value of investment properties, exit tax and recovery of deferred taxes.
3 Fair value: after deduction of transactions costs (mainly transfer taxes) from the value of investment properties.
5 By assuming the theoretical conversion of the convertible bonds issued by Cofinimmo and the mandatory convertible bonds issued by Cofinimur I.
REGULATED INFORMATION
Embargo until 12.11.2012, 8:00 AM CET
5. Consolidated income statement – analytical format (x €1,000)
| 30.09.2012 9 months |
30.09.2011 9 months |
30.09.2012 3 months |
30.09.2011 3 months |
|
|---|---|---|---|---|
| A. NET CURRENT RESULT | ||||
| Rental income, net of rental-related expenses | 153,419 | 142,130 | 47,853 | 47,101 |
| Writeback of lease payments sold and discounted (non | ||||
| cash) | 17,246 | 15,702 | 5,749 | 5,234 |
| Taxes and charges on rented properties not recovered | -1,670 | 397 | -586 | -119 |
| Redecoration costs, net of tenant compensation for | ||||
| damages | -1,530 | -1,202 | -242 | -496 |
| Property result | 167,465 | 157,027 | 52,774 | 51,720 |
| Technical costs | -4,157 | -2,774 | -851 | -1,059 |
| Commercial costs | -725 | -1,059 | -261 | -308 |
| Taxes and charges on unlet properties | -2,931 | -2,813 | -921 | -666 |
| Property result after direct property costs | 159,652 | 150,381 | 50,741 | 49,687 |
| Property management costs | -11,241 | -11,130 | -3,395 | -4,107 |
| Property operating result | 148,411 | 139,251 | 47,346 | 45,580 |
| Corporate management costs | -5,516 | -5,414 | -1,721 | -1,733 |
| Operating result (before result on portfolio) | 142,895 | 133,837 | 45,625 | 43,847 |
| Financial income (IAS 39 excluded)1 | 4,122 | 4,614 | 1,374 | 1,843 |
| Financial charges (IAS 39 excluded)2 | -47,789 | -47,266 | -16,866 | -16,706 |
| Revaluation of derivative financial instruments (IAS 39) | -11,730 | 2,727 | -11,440 | 3,672 |
| Share in the result of associated companies and joint ventures |
325 | 0 | 636 | 0 |
| Taxes | -2,917 | -5,596 | -936 | -883 |
| Net current result3 | 84,906 | 88,316 | 18,393 | 31,773 |
| Minority interests | -2,564 | 65 | -755 | 495 |
| Net current result – Group share | 82,342 | 88,381 | 17,368 | 32,268 |
| B. RESULT ON PORTFOLIO | ||||
| Gains or losses on disposals of investment properties | 173 | 4,920 | 78 | -28 |
| Changes in fair value of investment properties | 11,834 | -16,201 | 3,772 | -285 |
| Share in the result of associated companies and joint ventures |
-70 | 0 | 0 | 0 |
| Other result on the portfolio4 | -3,315 | 33,786 | -1,035 | -1,431 |
| Result on the portfolio | 8,622 | 22,505 | 2,815 | -1,744 |
| Minority interests | -894 | -4,000 | 58 | 299 |
| Result on the portfolio – Group share | 7,728 | 18,505 | 2,873 | -1,445 |
| C. NET RESULT | ||||
| Net result – Group share | 90,070 | 106,886 | 20,511 | 30,823 |
1 Including IAS 39, at 30.09.2012 and 30.09.2011, the financial income totalled k€13,633 and k€15,613 respectively.
2 Including IAS 39, at 30.09.2012 and 30.09.2011, the financial charges totalled k€-69,030 and k€-55,538 respectively.
3 Net income excluding the income from the sale of investment buildings, the variations in the fair value of investment buildings, the exit tax and the writeback of deferred taxes.
4 Including the writeback of deferred taxes.
REGULATED INFORMATION
Embargo until 12.11.2012, 8:00 AM CET
| Number of shares | 30.09.2012 | 30.09.2011 |
|---|---|---|
| Number of ordinary shares issued, including treasury shares (A) | 15,989,694 | 13,998,486 |
| Number of ordinary treasury shares (B) | 888,431 | 52,607 |
| Number of ordinary shares entitled to share in the result of the period (C) = (A)- (B) | 15,101,263 | 13,945,879 |
| Number of preference shares entitled to share in the result of the period (D) | 689,546 | 1,248,162 |
| Total number of shares entitled to share in the result of the period (E) = (C) +(D) | 15,790,809 | 15,194,041 |
Comments on the consolidated income statement – analytical format
Rental income at 30.09.2012 amounts to €153.42 million, compared with €142.13 million at 30.09.2011, representing an increase of 7.94%. This improvement can mainly be explained by the payment by Belfius Bank of a compensation for terminating its lease contract in relation to the Livingstone I and II buildings. This compensation, of €11.20 million, was paid during the first quarter of 2012 and was entirely included in that quarter's income statement. On a like-for-like basis, rental income increased by 0.01% compared to 30.09.2011. The negative effect of departures (-1.95%) and renegotiations (-2.15%) was offset by the positive effect of lease indexations (+2.70%) and new rentals (+1.41%). The occupancy rate, meanwhile, stands at 95.61% at 30.09.2012, compared with 95.70% at 30.09.2011.
The financial result including the impact of IAS 39 fell from €-39.93 million at 30.09.2011 to €-55.40 million at 30.09.2012. This can mainly be explained by changes in the fair value of convertible bonds (€-5.4 million) and interest-rate derivative financial instruments1 . These two elements result in an unrealised loss of €11.73 million at 30.09.2012, compared with an unrealised gain of €2.73 million at 30.09.2011, a period during which the change in fair value of the convertible bonds was positive by €13.0 million.
The balance sheet item under shareholders' equity entitled "Reserve for the balance of changes in fair value of financial instruments"2 , where fluctuations in the effective value of financial instruments, both optional and non-optional, are recorded, comes from €-117.69 million on 31.12.2011 to €-158.69 million on 30.09.2012, due to the fall in future interest rates between these two dates.
The financial result excluding the impact of IAS 39 fell by €1.02 million between 30.09.2011 and 30.09.2012, decreasing from €-42.65 million to €-43.67 million. The fall in interest rates partially offsets the increase of the level of debt between these two dates. The average interest rate, including bank margins and the amortisation costs of hedging instruments for the period, stands at 4.05% at 30.09.2012, compared with 4.27% at 30.09.2011. The average debt, meanwhile, rose from €1,579.72 million to €1,698.43 million over the same period.
Taxes (€-2.92 million) include the tax on non-deductible costs of a Sicafi/Bevak (primarily the office tax in the Brussels-Capital Region) and corporate income tax due by subsidiaries which do not benefit from the Sicafi/Bevak, SIIC or FBI tax regimes. The 47.87% fall recorded in this section over the last 12
1 Interest Rate Swaps which are not recorded under cash flow hedge.
2 This entry appears under the "Reserves" heading on the balance sheet.
REGULATED INFORMATION
Embargo until 12.11.2012, 8:00 AM CET
months can mainly be explained by the subsidiary Pubstone SA's conversion to the Sicafi/Bevak regime on 30.06.2011.
While an unrealised loss of €16.20 million in the investment properties portfolio was recorded in terms of result on portfolio as at 30.09.2011, the results as at 30.09.2012 show an unrealised gain of €11.83 million. The positive change in fair value of the assets in the healthcare segment and of the properties of distribution networks, as well as the gain recorded for the North Galaxy building following the extension of the lease contract with the Buildings Agency, offset the fall in the value of three office buildings which will need a major renovation in the near future. On a like-for-like basis, the change in fair value of the portfolio is +0.36%.
As a reminder, the result on portfolio for the financial year 2011 included a writeback of deferred taxes of €39.3 million following the conversion of Pubstone SA into an institutional Sicafi/Bevak.
In total, the net result – Group share indicates a profit of €90.07 million at 30.09.2012, compared with €106.89 million at 30.09.2011,. Per share, the net result – Group share comes from €7.03 at 30.09.2011 to €5.70 at 30.09.2012.
REGULATED INFORMATION
Embargo until 12.11.2012, 8:00 AM CET
30.09.2012 31.12.2011 Non-current assets 3 ,526, 159 3, 414, 890 Goodwill 157, 456 157, 456 Intangible assets 669 745 Investment properties 3, 281, 524 3, 177, 560 Other tangible assets 925 966 Non-current financial assets 25, 368 21, 880 Finance lease receivables 54, 472 55, 403 Trade receivables and other non-current assets 97 43 Participations in associated companies and joint ventures 5, 648 838 Current assets 133, 016 114, 051 Assets held for sale 11, 760 12, 025 Current financial assets 8, 964 13, 779 Finance lease receivables 2, 999 2 ,868 Trade receivables 25, 085 20, 840 Tax receivables and other current assets 32, 793 17, 015 Cash and cash equivalents 2, 660 10, 207 Accrued charges and deferred income 48, 755 37, 317 TOTAL ASSETS 3, 659, 175 3, 528, 941 Shareholders' equity 1, 509, 993 1, 515, 544 Shareholders' equity attributable to shareholders of the parent company 1, 449, 534 1, 460, 887 Capital 846, 206 814, 228 Share premium account 326, 466 312, 330 Reserves 186, 792 215 ,790 Net result of the financial year 90, 070 118, 539 Minority interests 60 ,459 54 ,657 Liabilities 2, 149, 182 2, 013, 397 Non-current liabilities 1, 560, 766 1, 601, 387 Provisions 17, 867 18, 474 Non-current financial debts 1, 398, 424 1, 435, 094 Other non-current financial liabilities 108, 249 106, 735 Deferred taxes 36, 226 41, 083 Current liabilities 588, 416 412, 011 Current financial debts 365, 683 246, 316 Other current financial liabilities 87, 790 58, 930 Trade debts and other current debts 99, 527 79, 225 Accrued charges and deferred income 35, 416 27, 540
6. Consolidated balance sheet (x €1,000)
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 3 ,659, 175 3 ,528, 941
REGULATED INFORMATION
Embargo until 12.11.2012, 8:00 AM CET
Comments on the consolidated balance sheet
The fair value of the property portfolio1 , as appears from the consolidated balance sheet, by application of IAS 40, is obtained by deducting transaction costs from the investment value. At 30.09.2012, the fair value stands at €3,293.28 million, compared to €3,189.42 million at 31.12.2011.
The investment value of the property portfolio1 , as established by the independent real estate experts, is €3,419.89 million at 30.09.2012, compared with €3,311.31 million at 31.12.2011.
The "Participations in associated companies and joint ventures" header regards Cofinimmo's 50% and 51% stakes in respectively FPR Leuze SA and Cofinéa I SAS.
The "Minority interests" section includes the mandatory convertible bonds issued by the subsidiary Cofinimur I SA, as well as the minority interests of subsidiaries Silverstone SA, Pubstone Group SA and Pubstone SA.
1 Including own-use buildings and development projects.
REGULATED INFORMATION
Embargo until 12.11.2012, 8:00 AM CET
7. Property portfolio
| GLOBAL PORTFOLIO OVERVIEW Extract from the report prepared by the independent real estate experts Winssinger & Associates and PricewaterhouseCoopers based on the investment value |
||
|---|---|---|
| (x €1,000,000) | 30.09.2012 | 31.12.2011 |
| Total investment value of the portfolio | 3, 419.89 | 3, 311.31 |
| Projects and development sites1 | -143.11 | -59.20 |
| Total properties under management | 3, 276.78 | 3, 252.11 |
| Contractual rents | 219,71 | 216.47 |
| Gross yield on properties under management | 6.70% | 6.66% |
| Contractual rents and estimated rental value on unlet space | 229,80 | 227.04 |
| Gross yield at 100% portfolio occupancy | 7.01% | 6.98% |
| Occupancy rate of properties under management2 | 95.61% | 95.34% |
| Segment | Fair value | Property result after direct costs |
|||
|---|---|---|---|---|---|
| (in €1,000) | (as a %) | Changes over 3 the period |
(in €1,000) | (as a %) | |
| Offices | 1,546,636 | 46.96% | -1.56% | 77,009 | 48,24% |
| Brussels Leopold/Louise districts |
335,560 | 10.19% | -6.13% | 22,835 | 14.30% |
| Brussels Centre/North | 288,762 | 8.77% | +7.36% | 11,857 | 7.43% |
| Brussels Decentralised | 606,922 | 18.43% | -3.13% | 27,013 | 16.92% |
| Brussels Periphery & Satellites |
145,403 | 4.41% | +0.71% | 7,431 | 4.65% |
| Antwerp | 61,854 | 1.88% | +1.14% | 2,489 | 1.56% |
| Other Regions | 108,135 | 3.28% | -3.94% | 5,384 | 3.38% |
| Nursing homes/clinics | 1,162,692 | 35.31% | +2.21% | 52,346 | 32.79% |
| Belgium | 740,192 | 22.48% | +2.00% | 31,144 | 19.51% |
| France | 411,180 | 12.49% | +2.48% | 21,202 | 13.28% |
| Netherlands | 11,320 | 0.34% | +6,14% | 0 | 0% |
| Property of distribution networks |
520,049 | 15.79% | +1.48% | 27,230 | 17.05% |
| Pubstone - Belgium | 263,218 | 7.99% | +2.17% | 14,471 | 9.06% |
| Pubstone - Netherlands | 149,631 | 4.54% | +0.12% | 7,079 | 4.43% |
| Cofinimur I - France | 107,200 | 3.26% | +1.70% | 5,680 | 3.56% |
| Others | 63,907 | 1.94% | +5.96% | 3,067 | 1.92% |
| TOTAL PORTFOLIO | 3,293,284 | 100% | +0.36% | 159,652 | 100% |
1 At 30.09.12, the "Projects and development sites" item mainly includes the buildings Livingstone I and II. It also includes projects or extensions in the nursing home/clinics segment, the most important ones being located in Oud-Turnhout and Tremelo.
2 Calculated based on rental income.
3 On a like-for-like basis.
REGULATED INFORMATION
Embargo until 12.11.2012, 8:00 AM CET
8. Change to the date of the Ordinary General Meeting1
The Extraordinary General Meeting held on 26.10.2012 approved the change of the date of the Ordinary General Meeting. The latter will be held on the second Wednesday of May at 3:30 PM, effective from the Ordinary General Meeting to be held in 2013 ruling on the annual accounts closed on 31.12.2012.
The 2013 Ordinary General Meeting will therefore be held on 08.05.2013.
9. Merger by absorption of the companies Immopol Dendermonde SA, Kosalise SA and Parkside Invest SA2
The Extraordinary General Meeting of 26.10.2012 approved Cofinimmo SA's merger by absorption of its subsidiaries Immopol Dendermonde SA, Kosalise SA and Parkside Invest SA. As a reminder, Immopol Dendermonde SA owns the new Police Station in Termonde3 . The companies Kosalise SA and Parkside Invest SA own the Susanna Wesley and Parkside nursing homes, respectively, located in Brussels4 .
These three mergers were realised against the issue of 434,082 new ordinary registered shares5 , all distributed to Leopold Square SA, a company 100% controlled directly and indirectly by Cofinimmo SA. The rights carried by the newly created ordinary shares are identical to those of the existing Cofinimmo ordinary shares. The new shares are entitled to share in the Cofinimmo results as of 01.01.2012 (first dividend payable in 2013).
The aim of these mergers is to simplify the organisation of the Group and to transfer the assets held by these subsidiaries to the Sicafi/Bevak tax regime.
10. Number of ordinary shares and preference shares at 30.09.2012 and to this date
Taking into account:
- the conversion of 137,074 preference shares into ordinary shares during the last period of conversion,
- the sale of 180,045 treasury shares during September, October and November,
- the creation of 434,082 ordinary shares following the mergers of 26.10.2012,
the number of ordinary and preference shares at 30.09.2012 and to this date stands at:
1 See also our press release dated 26.10.2012, available on our website (www.cofinimmo.com).
2 See also our press release dated 26.10.2012, available on our website (www.cofinimmo.com).
3 See also our press release dated 12.04.2012, available on our website (www.cofinimmo.com).
4 See also our press release dated 28.09.2011 and 13.10.2011, available on our website (www.cofinimmo.com).
5 See also paragraph 10 on pages 14 and 15 of the press release for an overview of the number of treasury shares on 30.09.2012 and to this date.
REGULATED INFORMATION
Embargo until 12.11.2012, 8:00 AM CET
| Number of shares | 30.06.2012 | 30.09.2012 | 12.11.2012 |
|---|---|---|---|
| Number of ordinary shares, including treasury shares (A) | 15,852,620 | 15,989,694 | 16,423,776 |
| Number of ordinary treasury shares (B) | 975,188 | 888,431 | 1,229,225 |
| Number of ordinary shares entitled to share in the result of the period (C) = (A) - (B) |
14,877,432 | 15,101,263 | 15,194,551 |
| Number of preference shares entitled to share in the result of the period (D) |
826,620 | 689,546 | 689,546 |
| Total number of shares entitled to share in the result of the period (E) = (C) + (D) |
15,704,052 | 15,790,809 | 15,884,097 |
11. Award-winning communication and reporting
At the 12th annual EPRA conference1 , held in Berlin at the beginning of September, Cofinimmo won the highest prize (Gold Award) for having consistently complied with EPRA recommendations in terms of, firstly, global reporting and, secondly, environmental reporting. On 16.10.2012, Cofinimmo won the first prize for the Best Annual Report and the second prize for the Best Financial Information at the 52nd ABAF2Awards ceremony.
These awards reflect the efforts made by the Group to provide the most transparent and structured information possible and to continually improve its communications with shareholders.
1 European Public Real Estate Association. Association that regroups listed european real estate companies (www.epra.com).
2 Belgian Association of Financial Analysts (www.abaf.be).
REGULATED INFORMATION
Embargo until 12.11.2012, 8:00 AM CET
For more information:
Valérie Kibieta Chloé Dungelhoeff Tel.: +32 2 373 60 36 Tel.: +32 2 777 08 77 [email protected] [email protected]
Investor Relations Manager Corporate Communications Manager
About Cofinimmo:
Cofinimmo is the foremost listed Belgian real estate company specialising in rental property. The company owns a property portfolio worth over €3.3 billion, representing a total area of 1,860,00m². Its main investment segments are office and healthcare properties, and property of distribution networks. Cofinimmo is an independent company, which manages its properties in-house. It is listed on Euronext Brussels (BEL20) and benefits from the fiscal REIT regime in Belgium, in France and in the Netherlands. At 30.06.2012, its total market capitalisation stands at €1.5 billion.
www.cofinimmo.com
Follow us on:
REGULATED INFORMATION
Embargo until 12.11.2012, 8:00 AM CET
Appendix: Global result – Form Royal Decree of 07.12.2010 (x €1,000)
| 30.09.2012 9 months |
30.09.2011 9 months |
30.09.2012 3 months |
30.09.2011 3 months |
|
|---|---|---|---|---|
| A. NET RESULT | ||||
| Rental income | 155,567 | 141, 992 | 48, 588 | 47, 129 |
| Writeback of lease payments sold and discounted | 17, 246 | 15, 702 | 5 ,749 | 5, 233 |
| Rental-related expenses | -2, 148 | 138 | -735 | -26 |
| Net rental income | 170, 665 | 157, 832 | 53, 602 | 52, 336 |
| Recovery of property charges | 696 | 146 | 14 | 67 |
| Recovery income of charges and taxes normally | 33, 661 | 27, 928 | 10, 696 | 7, 403 |
| payable by the tenant on let properties | ||||
| Costs payable by the tenant and borne by the | ||||
| landlord on rental damage and redecoration at | -2, 226 | - 1, 349 | -256 | -564 |
| end of lease | ||||
| Charges and taxes normally payable by the | -35, 331 | -27, 624 | -11, 282 | -7, 616 |
| tenant on let properties | ||||
| Property result | 167, 465 | 156, 933 | 52, 774 | 51, 626 |
| Technical costs | -4, 157 | -2, 774 | -851 | -1 ,059 |
| Commercial costs | -725 | -1, 059 | -261 | -308 |
| Taxes and charges on unlet properties | -2, 931 | -2, 749 | -921 | -572 |
| Property management costs | -11, 241 | -11, 130 | -3, 395 | -4, 107 |
| Property charges | 0 | 30 | 0 | 0 |
| Property operating result | -19 ,054 | -17, 682 | -5, 428 | -6, 046 |
| Corporate management costs | 148, 411 | 139, 251 | 47, 346 | 45, 580 |
| Operating result before result on portfolio | -5, 516 | -5, 414 | -1, 721 | -1, 733 |
| Gains or losses on disposals of investment | 142, 895 | 133, 837 | 45, 625 | 43, 847 |
| properties | ||||
| Changes in fair value of investment properties | 173 | 4, 920 | 78 | -28 |
| Other portfolio result1 | 11, 834 | -16, 201 | 3, 772 | -285 |
| Operating result | -2, 164 | -5, 218 | -393 | -833 |
| Financial income | 152, 738 | 117, 338 | 49, 082 | 42, 701 |
| Net interest charges | 4, 122 | 4, 614 | 1, 374 | 1, 842 |
| Other financial charges | -47, 274 | -46, 881 | -16, 585 | -16, 513 |
| Changes in fair value of financial assets and | -515 | -385 | -281 | -192 |
| liabilities Financial result |
-11, 730 | 2, 727 | -11, 440 | 3, 672 |
| Share in the result of affiliated companies and | -55, 397 | -39, 924 | -26, 932 | -11, 191 |
| joint ventures Pre-tax result |
255 | 0 | 636 | 0 |
| Corporate tax | 97, 596 | 77, 413 | 22, 786 | 31, 510 |
| Exit tax | -2, 917 | -5, 596 | -936 | -883 |
| Taxes | -1, 151 | 39, 002 | -642 | -598 |
| Net result | -4, 068 | 33, 406 | -1, 578 | -1, 481 |
| Minority interests | 93, 528 | 110, 820 | 21, 208 | 30, 029 |
| Net result – Group share | -3 ,458 | -3, 934 | -697 | 794 |
| A. NET RESULT | 90, 070 | 106, 886 | 20, 511 | 30, 823 |
| Net current result – Group share | 82, 342 | 88, 381 | 17, 638 | 32, 268 |
1 This item includes the writeback of deferred taxes.
REGULATED INFORMATION
Embargo until 12.11.2012, 8:00 AM CET
| Result on portfolio – Group share | 7, 728 | 18, 505 | 2, 873 | -1, 445 |
|---|---|---|---|---|
| B. OTHER ELEMENTS OF THE GLOBAL RESULT | ||||
| Impact on fair value of estimated transaction | ||||
| costs resulting from hypothetical disposal of | -2, 229 | -3, 546 | -996 | 1, 267 |
| investment properties | ||||
| Change in the effective part of the fair value of | ||||
| authorised cash flow | -50, 477 | -37, 781 | -15, 714 | -59, 613 |
| hedging instruments | ||||
| Other elements of the global result | -52, 706 | -41, 327 | -16, 710 | -58, 346 |
| Minority interests | 165 | 72 | 5 | 8 |
| Other elements of the global result – Group | -52, 541 | -41, 255 | -16, 705 | -58, 338 |
| C. GLOBAL RESULT | ||||
|---|---|---|---|---|
| Global result | 40, 822 | 69, 493 | 4, 498 | -28, 317 |
| Minority interests | -3, 293 | -3, 863 | -692 | 802 |
| Global result – Group share | 37, 529 | 65, 630 | 3, 806 | -27, 515 |