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Cofinimmo — Interim / Quarterly Report 2017
Jul 27, 2017
3933_ir_2017-07-27_7e66bbb8-fd69-4585-87ee-854d9742e3cc.pdf
Interim / Quarterly Report
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REGULATED INFORMATION Brussels, embargo until 27.07.2017, 05:40 PM CET
2017 Half-Year Financial Report
Financial results in line with the 2017 financial year forecast:
- Net result from core activities Group share: 3.25 EUR per share (compared to 2.86 EUR at 30.06.2016)
- Result on the portfolio Group share: -0.51 EUR per share (compared to 0.58 EUR at 30.06.2016)
- Net result Group share: 3.06 EUR per share (compared to 1.65 EUR at 30.06.2016)
- Confirmation of the forecasted net result from core activities Group share for the 2017 financial year: 6.49 EUR per share
- Confirmation of the forecasted gross dividend for the financial year 2017, payable in 2018: 5.50 EUR per ordinary share
Solid operational performance:
- Sustained letting activity: renegotiations and new lettings for nearly 22,000 m², representing 10.1 million EUR in guaranteed gross rental revenues until the first break option1
- Stable occupancy rate: 94.4 %
- Particularly long residual lease length: 10.0 years
- Gross rental revenues up 4.3 % over the last 12 months (+0.03 % on a like-for-like basis)
- Portfolio value up by 1.7 % over the past six months (-0.2 % on a like-for-like basis)
Continued investment programme:
- New investments and commitments in healthcare real estate for 58 million EUR2
- Investments since the capital increase of May 2015: 381 million EUR, of which 237 million EUR in healthcare real estate2 and 135 million EUR in office buildings
- Committed investment pipeline over the period 01.07.2017 31.12.2019: 228 million EUR, of which 100 million EUR in healthcare real estate and 118 million EUR in office buildings and office reconversions into apartments. The sale of the latter should generate about 100 million EUR.
Active debt management and capital reinforcement:
- Renewal of various credit lines for 233 million EUR
- Average cost of debt : 2.0 % (2.4 % in 2016)
- Average debt maturity : 5.0 years (4.8 years as at 31.12.2016)
- Reinvestment of 41 % of the 2016 dividends in new shares (33 million EUR)
- Debt ratio: 45.0 % (43.7 % at 31.12.2016)
1 Of which a new lease for 2,490 m², signed after 30.06.2017 - see chapter 'Events after 30.06.2017' of this Half-Year Financial Report. 2 Including the ECT medical office building located in Tiel (NL), acquired after 30.06.2017 - see chapter 'Events after 30.06.2017' of this Half-Year Financial Report.
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Table of contents
| 1. Interim management report |
p. 3 |
|---|---|
| 1.1. Summary of activities | p. 3 |
| 1.2. Consolidated key figures | p. 4 |
| 1.3. Portfolio evolution | p. 6 |
| 1.4. Financial resources management | p. 13 |
| 1.5. Commercial results | p. 17 |
| 1.6. Property portfolio | p. 20 |
| 1.7. 2017-2019 investment programme | p. 22 |
| 1.8. Information on shares and bonds | p. 24 |
| 1.9. Corporate governance | p. 28 |
| 1.10. Sustainable development and management policy | p. 30 |
| 1.11. Risk management | p. 31 |
| 1.12. Events after 30.06.2017 | p. 34 |
| 2. Summary financial statements |
p. 35 |
| 2.1. Global consolidated result – Royal Decree of 13.07.2014 form | p. 36 |
| 2.2. Consolidated income statement – Analytical form | p. 38 |
| 2.3. Consolidated balance sheet | p. 42 |
| 2.4. Calculation of the consolidated debt ratio | p. 44 |
| 2.5. Cash flow statement | p. 45 |
| 2.6. Consolidated statement of changes in equity | p. 46 |
| 2.7. Notes to the consolidated accounts | p. 49 |
| 3. Statement of compliance |
p. 69 |
| 4. Appendices |
p. 71 |
| 4.1. Impact IFRS 9, IFRS 15 and IFRS 16 standards | |
| 4.2. Real estate experts' report |
The Alternative Performance Measures (APM) defined by the European Securities and Markets Authority (ESMA) are identified with an asterisk (*) the first time they appear in the body of this press release. Their definition and calculation details are available on Cofinimmo's website (www.cofinimmo.com/investors/reports-and-presentations).
REGULATED INFORMATION Brussels, embargo until 27.07.2017, 05:40 PM CET
1. Interim management report
1.1. Summary of activities
During the first half of 2017 Cofinimmo pursued its investments in healthcare real estate, mainly in the Netherlands and Germany. The Group acquired several medical office buildings, a care centre for people suffering from mental disorders and a nursing and care home. Construction works of a care centre for people suffering from severe confusion were delivered as well. In Belgium, reconversion works of an office building into a nursing and care home are nearing completion and a new agreement has been signed for major renovation and extension works on another nursing and care home.
As for the office segment, active marketing of vacant space resulted into more than 10 million EUR in gross rental revenues being secured (until the first break option for the tenants) 1 . In the Brussels decentralised area, the company is expanding its Flex Corners® and Lounges® offer in order to respond to increasing tenant demand in terms of flexibility. At the same time, Cofinimmo is conducting the redevelopment works of the Belliard 40 and Arts/Kunst 19H buildings, in the heart of Brussels, and preparing the repositioning of the Souverain/Vorst 23-25 site which will be vacated by AXA Belgium in the beginning of August.
Since the beginning of 2017, investments totalled 81 million EUR, of which 57 million EUR in healthcare real estate2 and 22 million EUR in offices. The Group invested 381 million EUR in total since the capital increase of May 2015, of which 237 million EUR in healthcare real estate1 and 135 million EUR in offices.
41 % of the 2016 dividends have been paid in new shares in the first half of 2017, thus reinforcing Cofinimmo's shareholders' equity by 33 million EUR. The Group's debt ratio amounts to 45.0 % at 30.06.2017. The company renewed multiple credit lines, bringing the average global debt maturity to 5.0 years at the end of June 2017. The average cost of debt over the first half of 2017 was 2.0 %.
The net result from core activities - Group share* was 69.3 million EUR at 30.06.2017, compared to 60.0 million EUR at 30.06.2016. The difference is mainly due to an increase in rental income between these two dates resulting from acquisitions made in 2016 and 2017. Per share, these figures amount to 3.25 EUR at 30.06.2017 and 2.86 EUR at 30.06.2016, with the number of shares entitled to share in the result increasing from 20,984,249 to 21,308,500. The net result amounts to 65.2 million EUR at 30.06.2017, compared to 34.6 million EUR at 30.06.2016, or 3.06 EUR per share at 30.06.2017 and 1.65 EUR per share at 30.06.2016.
In view of these results, taking into account a committed investment pipeline of 228 million EUR over the period 01.07.2017 – 31.12.2019 and barring any unforeseen events that may arise, the Cofinimmo Group confirms the forecasts for the 2017 financial year of a net result from core activities - Group share of 6,49 EUR per share and a gross dividend of 5,50 EUR per ordinary share.
1 Taking into account a new lease for 2,490 m², signed after 30.06.2017 - see chapter 'Events after 30.06.2017' of this Half-Year Financial Report.
2 Including the ECT medical office building located in Tiel (NL), acquired after 30.06.2017 - see chapter 'Events after 30.06.2017' of this Half-Year Financial Report.
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1.2. Consolidated key figures
Global figures
| (x 1,000,000 EUR) | 30.06.2017 | 31.12.2016 |
|---|---|---|
| Portfolio of investment properties (in fair value) | 3,425.1 | 3,366.3 |
| (x 1,000 EUR) | 30.06.2017 | 30.06.2016 |
| Property result | 107,331 | 101,961 |
| Operating result before result on the portfolio | 85,893 | 79,833 |
| Net result from core activities - Group share* | 69,289 | 59,974 |
| Result on financial instruments - Group share* | 6,914 | -37,482 |
| Result on the portfolio - Group share* | -11,034 | 12,113 |
| Net result - Group share | 65,169 | 34,605 |
| 30.06.2017 | 31.12.2016 | |
| Operating costs/average value of the portfolio under management1* | 1.08 % | 1.08 % |
| Operating margin* | 81.5 % | 81.7 % |
| Weighted residual lease length2 (in years) |
10.0 | 10.2 |
| Occupancy rate3 | 94.4 % | 94.5 % |
| Gross rental yield at 100 % portfolio occupancy4 | 6.9 % | 6.9 % |
| Net rental yield at 100 % portfolio occupancy5 | 6.4 % | 6.4 % |
| Debt ratio6 | 45.0 % | 43.7 % |
| Average cost of debt7* | 2.0 % | 2.4 % |
| Average debt maturity (in years) | 5.0 | 4.8 |
Data per share8
| (in EUR) | 30.06.2017 | 30.06.2016 |
|---|---|---|
| Net result from core activities - Group share* | 3.25 | 2.86 |
| Result on financial instruments - Group share* | 0.32 | -1.79 |
| Result on the portfolio - Group share* | -0.51 | 0.58 |
| Net result - Group share* | 3.06 | 1.65 |
1 Average value of the portfolio to which are added the receivables transferred for the buildings whose maintenance costs payable by the owner are still met by the Group through total cover insurance premiums.
2 Until the first break option for the lessee.
3 Calculated based on real rents and, for vacant space, the rental value estimated by the independent real estate experts.
4 Passing rents increased by the estimated value of vacant space, divided by the investment value of the portfolio (transaction costs not deducted), excluding development projects.
5 Passing rents increased by the estimated value of vacant space, less direct costs, divided by the investment value of the portfolio, excluding development projects.
6 Legal ratio calculated in accordance with the legislation on RRECs such as financial and other debt divided by total assets.
7 Including bank margins.
8 Ordinary and preference shares.
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PRESS RELEASE
| Net Asset Value per share (in EUR) | 30.06.2017 | 31.12.2016 |
|---|---|---|
| Net Asset Value per share in fair value1 after dividend distribution |
||
| for the 2016 financial year* | 86.36 | 82.73 |
| Net Asset Value in investment value2 after distribution of the |
||
| dividend for the 2016 financial year | 90.53 | 86.81 |
| Diluted Net Asset Value per share (in EUR) | 30.06.20173 | 31.12.20164 |
| Diluted Net Asset Value per share in fair value1 after dividend |
||
| distribution for financial year 2016* | 86.20 | 82.56 |
| Diluted Net Asset Value per share in investment value2 after |
90.36 | 86.63 |
Performance indicators based on the EPRA standard5
| (in EUR per share) | 30.06.20176 | 30.06.20167 |
|---|---|---|
| EPRA Earnings* | 3.25 | 2.86 |
| EPRA Diluted earnings* | 3.25 | 2.84 |
| (in EUR per share) | 30.06.2017 | 31.12.20168 |
| EPRA Net Asset Value (NAV)* | 89.78 | 92.76 |
| EPRA Triple Net Asset Value (NNNAV)* | 88.15 | 90.81 |
| (in %) | 30.06.2017 | 31.12.2016 |
| EPRA Net Initial Yield (NIY)* | 6.0 % | 6.0 % |
| EPRA 'Topped-up' NIY* | 6.0 % | 6.0 % |
| EPRA Vacancy Rate* | 5.7 % | 5.6 % |
| EPRA cost ratio (direct vacancy costs included)* | 20.7 % | 22.3 % |
| EPRA cost ratio (direct vacancy costs excluded)* | 17.6 % | 19.5 % |
1 Fair value: after deduction of transaction costs (primarily transfer taxes) from the value of the investment properties.
2 Investment value: before deduction of transaction costs.
3 In accordance with applicable IAS/IFRS standards, the Mandatory Convertible Bonds issued in 2011 and the convertible bonds issued in 2016 were not taken into account in calculating the diluted net asset value per share at 30.06.2017 because they would have had an accretive effect.
4 In accordance with applicable IAS/IFRS standards, the Mandatory Convertible Bonds issued in 2011 and the convertible bonds issued in 2016 were not taken into account in calculating the diluted net asset value per share at 31.12.2016 because they would have had an accretive effect.
5 The Auditor has verified that the Alternative Performance Measures 'EPRA Earnings', 'EPRA NAV' and 'EPRA NNNAV' were calculated in accordance with the definitions of the 'EPRA Best Practices Recommendations' and that the financial data used to calculate the figures match the accounting data provided in the audited consolidated financial statements.
6 In accordance with 'EPRA Best Practice Recommendations', given that the Mandatory Convertible Bonds issued in 2011 and the convertible bonds issued in 2016 were 'out-of-the-money' at 30.06.2017, they were not taken into account for the EPRA Diluted Earnings, the EPRA NAV or the EPRA NNNAV calculation on that date. 20,095 treasury shares of the stock option plan were 'in-themoney' at 30.06.2017 and were thus included in the calculation of the abovementioned indicators.
7 In accordance with the 'EPRA Best Practice Recommendations', the MCB's issued in 2011 were not taken into account in the calculation of the EPRA Diluted Earnings at 30.06.2016 because they were 'out-of-the-money'.
8 In accordance with the 'EPRA Best Practice Recommendations', the MCB's issued in 2011 and the convertible bonds issued in 2016 were not taken into account in the calculation of the EPRA NAV and the EPRA NNNAV at 31.12.2016 because they were 'out-of-themoney' at this date.
PRESS RELEASE
1.3. Portfolio evolution
Healthcare real estate (total portfolio):
- Investments in 2017: 57.3 million EUR1
- Divestments in 2017: 10.5 million EUR
- Healthcare real estate portfolio at 30.06.2017: 1,549.3 million EUR
Healthcare real estate in Germany:
- Investments in 2017: 13.3 million EUR
- Initial rental yields: 6.0 %
- Healthcare real estate portfolio in Germany at 30.06.2017: 130.0 million EUR
Main accomplishment:
- Acquisition of a nursing and care home in Lüneburg
On 16.06.2017 the Cofinimmo Group acquired the Christinenhof nursing and care home, in the heart of the city of Lüneburg (Lower Saxony) for 12.6 million EUR. The asset was built in 2001. It has an aboveground surface area of 6,100 m² and offers 140 beds. The property is currently leased to a subsidiary of the Korian Group. The current rent, based on a 'double net' lease contract, represents an initial gross rental yield of 6.0 % on the investment. It will be indexed based on the German consumer price index. The current lease contract will soon be replaced by a new lease contract of the same type for a 17-year period. Renovation works of approximately 300,000 EUR are planned.
Christinenhof nursing and care home – Lüneburg (DE)
1 Including the ECT medical office building located in Tiel (NL), acquired after 30.06.2017 - see chapter 'Events after 30.06.2017' of this Half-Year Financial Report.
Healthcare real estate in the Netherlands:
- Investments in 2017: 33.6 million EUR1
- Initial rental yields: between 6.1 % and 8.1 %
- Divestments in 2017: 10.5 million EUR
- Healthcare real estate portfolio in the Netherlands at 30.06.2017: 172.9 million EUR
Main accomplishments:
- Acquisition of four medical office buildings2
The Cofinimmo Group acquired four medical office buildings in the Netherlands during the first half of 2017. These centres are leased under 'double net' leases to several professional healthcare providers who receive their patients on site. Cofinimmo signed a collaboration agreement with a local manager, Maron Healthcare, whose mission is to maintain the occupancy rate at an optimal level over the long term.
| Name | Oisterwijk Clinic |
De Voorste Stroom |
Oosterstraat | De Driesten |
|---|---|---|---|---|
| Location | Oisterwijk (Tilburg) |
Oisterwijk (Tilburg) |
Baarn (Utrecht) |
Eemnes (Utrecht) |
| Aboveground surface area |
1,798 m² | 1,561 m² | 1,676 m² | 1,072 m² |
| Year of construction/ refurbishment |
2007 | 2008 | 2005/2011 | 2011 |
| Occupancy rate | 100 % | 100 % | 100 % | 96 % |
| Weighted average residual lease length |
8.9 years | 7.5 years | 4.8 years | 3.8 years |
| Acquisition price | 4.1 million EUR | 3.3 million EUR | 2.7 million EUR | 2.4 million EUR |
1 Including the ECT medical office building located in Tiel (NL), acquired after 30.06.2017 - see chapter 'Events after 30.06.2017' of this Half-Year Financial Report.
2 The Group acquired a fifth centre after 30.06.2017 - see chapter 'Events after 30.06.2017' of this Half-Year Financial Report.
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PRESS RELEASE
- Acquisition of a care centre for people suffering from mental disorders, located in Alphen aan den Rijn
The Cofinimmo Group became owner of a care centre for people suffering from mental disorders located in Alphen aan den Rijn on 24.04.2017. This asset, which was completed very recently, has an aboveground surface area of 4,587 m2 and includes 45 living areas. A 'double net' lease for a 20 year period has been signed with the operator Gemiva. The rent will be indexed annually. The investment amounted to 9.3 million EUR.
Care centre for people suffering from mental disorders - Alphen aan den Rijn (NL)
- Delivery of the construction works of a care centre for people suffering from severe confusion located in Bavel
The construction works of a care centre for people suffering from confusion were delivered on 24.03.2017. The residence located in Bavel, near Breda, includes 22 rooms and has a surface area of 2,142 m2 . A 'double net' lease for a 20-year period has been signed with the operator Martha Flora. The total budget of the works amounted to 4.3 million EUR. Note that this project is part of the agreement signed with Green Real Estate in December 20141 .
- Disposal of a care centre for elderly people located in Oosterhout
Due to a strategic refocus of its activities on the care of elderly people, the Dutch foundation Stichting Elisabeth informed the Cofinimmo Group of its wish to end the operation of the service flat centre De Tweesprong located in Oosterhout (Province of North Brabant). The Cofinimmo Group consequently sold the asset to a third party. The transaction took place on 25.04.2017. The sale price amounts to 10.5 million EUR, above the acquisition price paid by the Group in 2014. Note that this facility was part of the agreement signed with Green Real Estate in December 20142 .
1 The care centre for people suffering from confusion, located in Bavel, is one of five development projects for which Cofinimmo signed an agreement with Green Real Estate in December 2014. See our press release dd. 17.12.2014, available on our website.
2 The service flat centre located in Oosterhout was part of eight assets in operation for which Cofinimmo signed an agreement with Green Real Estate in December 2014. See our press release dd. 17.12.2014, available on our website.
PRESS RELEASE
Healthcare real estate in Belgium:
- Investments during the first half of 2017: 8.6 million EUR
- Initial rental yields: between 6.0 % and 6.5 %
- Healthcare real estate portfolio in Belgium at 30.06.2017: 835.7 million EUR
Main accomplishment:
- Signature of an agreement for the extension and renovation of a nursing and care home in Rijmenam
Cofinimmo signed an agreement with the operator Senior Living Group (Korian Group) regarding the extension and renovation of the Zonneweelde nursing and care home located in Rijmenam. The project will be executed in two phases. During the first phase, an extension will be built on a plot of land adjacent to the existing site. During the second phase, the existing building will be partially demolished and rebuilt. Between both phases, the residents will move to the newly built extension. The acquisition price for the adjacent plot of land and the estimated budget for the works amount to 16 million EUR. Works will start during the third quarter of 2017. Their delivery is expected to take place before the end of 2020. Cofinimmo will subsequently sign a 20-year 'triple net' lease agreement with Senior Living Group, which will be indexed annually. The expected initial rental yield is 6.0 %. The total surface of the Zonneweelde nursing and care home will amount to 17,100 m² after redevelopment, i.e an additional surface area of 5,577 m².
Offices:
- Renegotiations and new leases signed in 2017: 22,000 m²1
- Investments in 2017: 22.3 million EUR
- Office portfolio at 30.06.2017: 1,294.8 million EUR
Main accomplishments:
- 9.1 million EUR in gross rental revenues secured2
In the course of the first half of 2017, Cofinimmo signed renegotiations and new leases for over 19,500 m² of office space in total, which represents 9,1 million EUR in guaranteed rental revenues (until the first break option).
The most significant transactions are shown in the table below:
| Property | Type of transaction | Surface area |
|---|---|---|
| West-End – Brussels Periphery | Renegociation | 4,002 m² |
| Avenue Building - Antwerp | Renegociation | 2,791 m² |
| Loi/Wet 34 – Brussels CBD | New letting | 1,112 m² |
| Leuvensesteenweg 325 – Brussels Periphery | New letting | 955 m² |
| The Gradient – Decentralised Brussels | New letting | 740 m² |
| Garden Square - Antwerp | New letting | 588 m² |
The average reversion of rents observed as part of renegotiations and new lettings amounts to -2.2 %.
The occupancy rate of the office portfolio slightly decreased during the first half-year (-0.5 %).
- Opening of a Lounge® in The Gradient building
Cofinimmo opened the second 'Lounge® by Cofinimmo' in June 2017. Thanks to the success of the Lounge® at the Park Lane Business Park (Brussels Periphery), the Group decided to implement the concept in its building The Gradient (Decentralised Brussels). The Lounge® workspaces are designed to meet office tenants' current expectations in terms of flexibility, connectivity and friendly atmosphere. They have access to quality equipment: meeting rooms, coffee corner, catering, relaxation areas, … The spaces are managed on site by the Cofinimmo 'Community Manager'.
In parallel, the Group opened three new Flex Corners® in the buildings Omega Court (Decentralised Brussels), Souverain/Vorst 36 (Decentralised Brussels) and Waterloo Office Park J (Brussels Satellites) in the course of the first half of 2017. This flexible lease solution is now offered in seven assets of the Group portfolio. Its objective is to meet the needs of small and medium-sized enterprises, start-ups and temporary structures, seeking small office spaces for a specific period.
1 Of which a new lease for 2,490 m² has been signed after 30.06.2017 - see chapter 'Events after 30.06.2017' of this Half-Year Financial Report.
2 An additional lease for 2,490 m² has been signed after 30.06.2017 - see chapter 'Events after 30.06.2017' of this Half-Year Financial Report.
PRESS RELEASE
- Souverain/Vorst 23-25 site
The tenant AXA Belgium will vacate this site in the beginning of August.
The main building Souverain/Vorst 25 was sold to the US Government in April 2016, under the condition precedent that the latter obtains the green light from urban planning authorities with respect to the transfer of its embassies to the Kingdom of Belgium and to the European Union from the city centre to this site.
The Government of the Brussels-Capital Region recently chose to start a procedure to put the site and the existing building on a conservation list. The US Government informed them that the initiative to enlist the existing building onto the conservation list does not coincide with the aim of the US Government to develop its new embassy compound on this location. This development supposes a much smaller, adequately secured building, with a superior energy performance, which would be consistent with a sustainable development policy for the site and its immediate environment. Cofinimmo has been notified of the procedure and intends to advocate its own arguments against the listing of the existing building as "monument" on the conservation list.
The buildings Souverain/Vorst 25, Souverain/Vorst 23 and the Tenreuken plot of land (the last two are intended for new residential projects) are valued conservatively on Cofinimmo's balance sheet given the uncertainty that currently weighs on the repositioning of the site.
- Launch of the redevelopment works of the Arts/Kunst 19H building
The existing building is vacant since the end of January 2017 and will be completely demolished. The new project, which was decided by an architectural competition, includes full-length glass walls and a view on the interior garden from Rue Joseph II-straat. It will offer 8,600 m² of modern, modular office space on eight floors with ceiling heights of nearly three metres. A terrace will also be included on the roof. The Group's objective is to obtain a BREEAM 'Excellent' environmental certification for the project. Works should be completed during the fourth quarter of 2019. The budget of the works is estimated at 24.2 million EUR, including VAT.
Property of distribution networks
- Investments in 2017: 1.0 million EUR
- Divestments in 2017: 2.5 million EUR
- Property of distribution networks portfolio at 30.06.2017: 551.7 million EUR
Main accomplishments:
- Sale of nine pubs/restaurants from the Pubstone portfolio
The Cofinimmo Group sold nine pubs/restaurants from the Pubstone portfolio for a total of 2.0 million EUR in the course of the first half of 2017. An average gain of 54.6 % was made on the sales, compared to the asset investment value on 31.12.2016. As at 30.06.2017, 31 out of the total portfolio of 997 assets are for sale because they are vacant (15) or will be vacated before the end of the year (16), as AB Inbev exercises its right to end the lease of these buildings.
- Sale of an insurance agency from the Cofinimur I portfolio
The Cofinimmo Group sold an insurance agency from the Cofinimur I portfolio, located in Toulouse, in the course of the first half of 2017. The sale price amounted to 0.5 million EUR, higher than the investment value of the asset on 31.12.2016.
1.4. Financial resources management
1.4.1. Financing
Main accomplishments:
- 2016 dividend payment in new shares
As a result of the offer to pay the 2016 dividend in new ordinary shares, Cofinimmo shareholders chose to reinvest a total of 41 % of their dividends in new shares, thus allowing the company to increase shareholders' equity by 33.2 million EUR. The subscription price of the new ordinary shares was established at 103.95 EUR. Note that the share price stood at 107.65 on 30.06.2017.
- Renewal of credit lines
The following credit lines were renewed in the course of the first half of 2017:
- a 50 million EUR fixed-rate credit line for a period of eight years;
- a 100 million EUR floating-rate credit line for a period of eight years;
- a 62 million EUR floating-rate credit line for a period of seven years;
- a 21 million EUR floating-rate credit line for a period of seven years;
- Conclusion of interest rate swaps
New IRS (Interest Rate Swaps) were concluded for a nominal amount of 100 million EUR for the period 2023-2025.
1.4.2. Debt
Debt structure
At 30.06.2017, Cofinimmo Group's consolidated financial debt amounted to 1,577.0 million EUR. It consisted of:
− 448.9 million EUR of four non-convertible bonds:
| Issuer | Nominal amount (x 1,000,000 EUR) |
Issue price | Coupon | Issue date | Maturity date |
|---|---|---|---|---|---|
| Cofinimmo | 140.0 | 100 % | 3.598 % | 26.07.2012 | 07.02.2020 |
| Cofinimmo | 50.0 | 100 % | 2.78 % | 23.10.2013 | 23.10.2017 |
| Cofinimmo | 190.0 | 100 % | 1.929 % | 25.03.2015 | 25.03.2022 |
| Cofinimmo | 70.0 | 99.092 % | 1.70 % | 26.10.2016 | 26.10.2026 |
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− 54.9 million EUR of non-convertible 'Green and Social Bonds':
| Issuer | Nominal amount (x 1,000,000 EUR) |
Issue price | Coupon | Issue date | Maturity date |
|---|---|---|---|---|---|
| Cofinimmo | 55.0 | 99.941 % | 2.00 % | 09.12.2016 | 09.12.2024 |
− 213.5 million EUR of bonds convertible into Cofinimmo shares:
| Issuer | Nominal amount (x 1,000,000 EUR) Issue price |
Conversion price |
Coupon | Issue date | Maturity date |
|
|---|---|---|---|---|---|---|
| Cofinimmo | 219.3 | 100 % | 143.4843 EUR | 0.1875 % | 15.09.2016 | 15.09.2021 |
The convertible bonds are valued at market value on the balance sheet.
- − 424.5 million EUR of commercial papers, of which 378.5 million EUR with an initial term of less than one year and 46.0 million EUR with an initial term of over three years;
- − 425.0 million EUR of bilateral and syndicated medium- and long-term bank loans, with an initial term of five to ten years, contracted with ten banks;
- − 3.1 million EUR corresponding to the discounted value of the minimum coupon of the mandatory convertible bonds issued by Cofinimur I in December 2011;
- − 7.1 million EUR in other loans and advances (mainly account debits and rental guarantees received).
At 30.06.2017, Cofinimmo's consolidated current financial debts amounted to 529.2 million EUR, of which:
- − 50.0 million EUR of bonds issued in 2013;
- − 378.5 million EUR of commercial papers with a term of less than one year;
- − 100.5 million EUR for drawings on credit lines;
- − 0.2 million EUR of other loans (mainly account debits).
The total current financial debts of 529.2 million EUR are fully covered by the undrawn portions of longterm confirmed credit facilities totalling 954.0 million EUR at 30.06.2017.
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Schedule of long-term financial commitments1 (in million EUR)
The maturities of the long-term financial commitments are staggered between now and 2026. After deducting the full coverage of outstanding commercial papers and the renovation and investment programme, debts maturing in 2017 and 2018 are fully refinanced, as well as 74 % of those maturing in 2019.
Consolidated debt ratios
Cofinimmo met all financial debt ratio limits on 30.06.2017. Cofinimmo's regulatory debt ratio2 stands at 45.0 % (versus 43.7 % at 31.12.2016). As a reminder, the statutory maximum debt ratio for Regulated Real Estate Companies is 65 %.
The Loan-to-Value financial debt ratio3 , on the other hand, stood at 45.2 % at 30.06.2017.
When the loan agreements granted to Cofinimmo refer to a debt ceiling, they refer to the regulatory debt ratio and cap it at 60 %.
Debt maturity
Cofinimmo's weighted average debt maturity (excluding short-term commercial paper, which is fully covered by the undrawn portions of long-term credit facilities) comes from 4.8 years at 31.12.2016 to 5.0 years at 30.06.2017.
1 The schedule includes the capital from financial commitments and excludes interest payments (generally on a monthly or quarterly basis).
2 The regulatory ratio calculated in accordance with the regulations on RRECs: Financial and other debts / Total assets.
3 The ratio is defined as: Net financial debt/Fair value of the property portfolio and finance lease receivables.
Cost of debt
The average cost of Cofinimmo's debt including bank margins stands at 2.0 % for the first half of 2017, compared to 2.4 % in 2016.
At constant debt, the share of the contracted fixed-rate debt, the floating-rate debt that is hedged through Interest Rate Swap (IRS) contracts and the unhedged floating-rate debt is as follows for the years to come :
Assuming constant debt, at least 70 % of the interest rate risk is covered until the end of 2021.
1.4.3. Currency risk hedging
Cofinimmo signed a sales contract for the Souverain/Vorst 25 building in a foreign currency (USD) in 2016. The sale is conditioned on the buyer obtaining administrative authorisations. In order to hedge against changes in the foreign currency exchange rate against the euro, Cofinimmo contracted two put options for this currency against euros, which guarantee a minimum price for the property in euros, with a cap on the maximum euro amount.
1.4.4. Financial rating
The S&P rating agency confirmed Cofinimmo's rating at the end of March 2017: BBB for the long term (stable outlook) and A-2 for the short term. The Group's liquidity has been rated 'strong', based on high liquidity available on credit lines.
1.5. Commercial results
1.5.1. Occupancy rate (calculated based on rental income)
Calculated based on real rents and, for vacant space, the rental value estimated by the independent real estate experts:
1.5.2. Main tenants
| Tenants | Contractual rents | Average residual lease term (in years) |
|---|---|---|
| Korian Group | 15.5 % | 11.2 |
| AB InBev | 13.0 % | 13.3 |
| Armonea | 10.7 % | 19.6 |
| Belgian Public Sector | 5.5 % | 12.4 |
| AXA Group | 5.4 % | 0.1 |
| Top 5 tenants | 50.1 % | 12.5 |
| International Public Sector | 4.2 % | 4.0 |
| ORPEA | 4.1 % | 9.1 |
| MAAF | 3.4 % | 4.9 |
| Aspria | 3.0 % | 27.5 |
| IBM Belgium | 1.5 % | 1.7 |
| Top 10 tenants | 66.3 % | 11.8 |
| Top 20 tenants | 75.4 % | 11.2 |
| Other tenants | 24.6 % | 6.2 |
| TOTAL | 100 % | 10.0 |
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1.5.3. Average residual lease length
In years, until the date of the tenant's first break option:
The average residual lease length would be 10.9 years if no break options were exercised and all tenants remained in their rented space until the contractual end of the leases.
1.5.4. Portfolio maturity
| Leases > 9 years | 48.2 % |
|---|---|
| Healthcare real estate | 29.9 % |
| Offices (public sector) | 4.2 % |
| Offices (private sector) | 0.5 % |
| Property of distribution networks Pubstone | 13.1 % |
| Others | 0.5 % |
| Leases 6-9 years | 5.9 % |
| Healthcare real estate | 1.3 % |
| Offices | 2.5 % |
| Property of distribution networks Cofinimur I | 1.9 % |
| Others | 0.2 % |
| Leases > 6 years | 45.9 % |
| Healthcare real estate | 11.0 % |
| Offices | 33.4 % |
| Property of distribution networks Cofinimur I | 1.5 % |
1.5.5. Changes in gross rental revenues on a like-for-like basis
| Gross rental revenues at 30.06.2017 (x 1,000 EUR) |
Gross rental revenues at 30.06.2016 (x 1,000 EUR) |
Change | Like-for-like change* |
|
|---|---|---|---|---|
| Healthcare real estate BE | 24,782 | 24,199 | 2.41 % | +2.16 % |
| Healthcare real estate DE | 4,233 | 3,153 | 34.25 % | +1.26 % |
| Healthcare real estate FR | 12,881 | 12,622 | 2.05 % | +0.53 % |
| Healthcare real estate NL | 5,064 | 3,549 | 42.69 % | +0.34 % |
| Offices | 39,404 | 38,293 | 2.90 % | -1.46 % |
| Property of distribution networks | 18,682 | 18,824 | -0.75 % | +0.04 % |
| Others | 965 | 1,030 | -6.31 % | -6.21 % |
| TOTAL PORTFOLIO | 106,011 | 101,670 | 4.27 % | +0.03 % |
On a like-for-like basis, the level of rents was stable (+0.03 %) over the past 12 months: the negative effect of departures (-2.84 %) and renegotiations (-0.24 %) was offset by the positive effect of lease indexations (+1.46 %) and new lettings (+1.65 %).
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1.6. Property portfolio
| GLOBAL PORTFOLIO OVERVIEW | |||
|---|---|---|---|
| Extract from the report prepared by the independent real estate experts Cushman & Wakefield, | |||
| Jones Lang LaSalle and PricewaterhouseCoopers based on the investment value | |||
| (x 1,000,000 EUR) | 30.06.2017 | 30.06.2016 | |
| Total investment value of the portfolio | 3,567.0 | 3,367.8 | |
| Projects and development sites | -109.7 | -74.1 | |
| Total properties under management | 3,457.3 | 3,293.7 | |
| Contractual rents | 225.7 | 217.4 | |
| Gross yield on properties under management | 6.5 % | 6.6 % | |
| Contractual rents + Estimated rental value on unlet space on the | |||
| valuation date | 239.2 | 229.1 | |
| Gross yield at 100 % portfolio occupancy | 6.9 % | 7.0 % | |
| Occupancy rate of properties under management1 | 94.4 % | 94.9 % |
At 30.06.2017 the 'Projects and development sites' item consisted primarily of the office buildings Belliard 40 and Arts/Kunst 19H currently under reconstruction, as well as healthcare projects, the most significant of which are located in Brussels (Woluwe 106-108) and Heerlen (the Netherlands).
| Buildings | Surface area aboveground (in m²) |
Contractual rents (x 1,000 EUR) |
Occupancy rate |
Rents + ERV on vacant spaces (x 1,000 EUR) |
Estimated Rental value (ERV) (x 1,000 EUR) |
|---|---|---|---|---|---|
| Offices | 531,790 | 78,178 | 86.6 % | 90,275 | 86,451 |
| Offices which receivables have been sold |
102,725 | 13,407 | 99.9 % | 13,416 | 13,416 |
| Subtotal offices | 634,515 | 91,585 | 88.3 % | 103,691 | 99,867 |
| Healthcare real estate | 720,117 | 95,078 | 99.2 % | 95,826 | 98,747 |
| Pubstone | 346,868 | 29,437 | 98.7 % | 29,832 | 27,726 |
| Cofinimur I | 59,300 | 7,752 | 97.6 % | 7,940 | 8,212 |
| Others | 15,830 | 1,865 | 100.0 % | 1,865 | 1,601 |
| Subtotal of investment properties & properties which receivables have been sold Projects & renovations |
1,776,630 35,840 |
225,717 | 94.4 % | 239,154 | 236,153 |
| Development sites | 40 | 40 | 40 | ||
| TOTAL PORTFOLIO | 1,812,470 | 225,757 | 94.4 % | 239,194 | 236,193 |
1 Calculated based on rental income.
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| PRESS RELEASE | |
|---|---|
| Fair value | Property result after direct costs |
||||
|---|---|---|---|---|---|
| Segment | (x 1,000 EUR) | (in %) | Changes over the period1 |
(x 1,000 EUR) | (in %) |
| Healthcare real estate | 1,549,274 | 45.2 % | +0.7 % | 45,608 | 45.8 % |
| Germany | 130,000 | 3.8 % | -0.3 % | 4,021 | 4.1 % |
| Belgium | 835,726 | 24.4 % | +1.4 % | 24,383 | 24.4 % |
| France | 410,672 | 12.0 % | -0.6 % | 12,673 | 12.7 % |
| The Netherlands | 172,876 | 5.0 % | +0.9 % | 4,531 | 4.6 % |
| Offices | 1,294,784 | 37.8 % | -1.5 % | 34,517 | 34.7 % |
| Brussels Leopold/Louise districts |
405,316 | 11.8 % | +2.7 % | 8,812 | 8.8 % |
| Brussels Centre/North | 101,503 | 3.0 % | -1.8 % | 2,713 | 2.7 % |
| Brussels Decentralised | 472,289 | 13.8 % | -5.6 % | 13,751 | 13.8 % |
| Brussels Periphery & Satellites |
128,060 | 3.7 % | -4.5 % | 3,176 | 3.2 % |
| Antwerp | 68,272 | 2.0 % | +1.5 % | 2,163 | 2.2 % |
| Other Regions | 119,344 | 3.5 % | +3.3 % | 3,902 | 4.0 % |
| Property of distribution networks |
551,656 | 16.1 % | -0.1 % | 18,118 | 18.2 % |
| Pubstone - Belgium | 283,760 | 8.3 % | +0.1 % | 9,406 | 9.4 % |
| Pubstone - Netherlands | 141,626 | 4.1 % | -0.3 % | 4,878 | 4.9 % |
| Cofinimur I - France | 126,270 | 3.7 % | -0.2 % | 3,834 | 3.9 % |
| Others | 29,346 | 0.9 % | +9.1 % | 1,331 | 1.3 % |
| TOTAL PORTFOLIO | 3,425,060 | 100 % | -0.23 % | 99,574 | 100 % |
| Yield per segment |
Healthcare real estate BE + FR |
Healthcare real estate DE + NL |
Offices | Pubstone | Cofinimur I | Others | Total |
|---|---|---|---|---|---|---|---|
| Gross rental yield at 100 % occupancy |
6.0 % | 6.6 % | 8.3 % | 6.4 % | 5.9 % | 6.4 % | 6.9 % |
| Net rental yield at 100 % occupancy |
5.9 % | 6.2 % | 6.9 % | 6.3 % | 5.8 % | 5.8 % | 6.4 % |
1 On a like-for-like basis.
1.7. 2017-2019 investment programme
Cofinimmo's investment programme for the period 01.07.2017 – 31.12.2019 amounts to 227,7 million EUR, of which :
- 99.5 million EUR in the healthcare real estate segment;
- 118.5 million EUR in the office segment, for redevelopments in offices or conversions/developments into apartments. The sale of the latter should generate about 100 million EUR;
- 9.7 million EUR in the property of distribution networks segment.
In million EUR :
The main projects for the period 01.07.2017 – 31.12.2019 are presented in the two tables hereafter.
Healthcare real estate:
All healthcare facilities to be built/extended/renovated are pre-let.
| Property | Operator | Type of works | Number of (additional) beds |
(Additional) surface area |
(Expected) End of works |
|
|---|---|---|---|---|---|---|
| Belgium | ||||||
| Woluwe 106- 108 - Brussels |
Vivalto | Reconversion of an office building into a nursing and care home |
151 | 8,422 m² | Q4 2017 | |
| De Nootelaer - Keerbergen |
Senior Living Group (Korian Group) |
Renovation and extension |
+ 2 | + 500 m² | Q4 2018 | |
| Zonnewende - Aartselaar |
Senior Living Group (Korian Group) |
Renovation and extension |
+ 13 service flats | + 3,500 m² | Q4 2018 | |
| Zonneweelde – Rijmenam |
Senior Living Group (Korian Group) |
Renovation and extension |
+ 32 beds + 21 service flats |
+ 5,577 m² | Q4 2020 | |
| France | ||||||
| Domaine de Vontes – Esvres sur-Indre |
Inicéa | Renovation and extension |
+ 60 | + 2,214 m² | Q4 2018 | |
| The Netherlands | ||||||
| Plataan - Heerlen |
Sevagram | Renovation | 133 | 14,700 m² | Q3 2017 | |
| Germany | ||||||
| Brühl - Chemnitz |
Azurit | Renovation and extension |
+ 14 | + 222 m² | Q2 2019 |
Offices:
| Building | Type of works | Surface area | (Expected) end of works |
|---|---|---|---|
| The Gradient | Renovation of floor +4 | 2,900 m² | Q3 2017 |
| The Gradient | Renovation of floor +6 and specialised technical rooms | 1,455 m² | Q4 2017 |
| Belliard 40 | Demolition and reconstruction of offices | 20,000m² | Q1 2018 |
| Tenreuken | Construction of apartments | 11,800 m² | Q3 2019 |
| Arts/Kunst 19H | Demolition and reconstruction of offices | 8,600 m² | Q4 2019 |
| Bourget 40 | Renovation | 14,250 m² | Q4 2019 |
| Serenitas | Complete renovation of building B and partial renovation of building C |
10,274 m² | Q2 2020 |
| Souverain/Vorst 23 | Reconversion into residential | 23,000 m² | Q1 2021 |
REGULATED INFORMATION
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Information on shares and bonds
1.7.1. Share performance
Ordinary share (COFB)
| 30.06.2017 | 31.12.2016 | 31.12.2015 | |
|---|---|---|---|
| Share price (over 6/12 months, in EUR) | |||
| Highest | 115.25 | 114.65 | 110.83 |
| Lowest | 103.40 | 92.12 | 90.15 |
| At close | 107.65 | 108.65 | 98.41 |
| Average | 107.43 | 105.77 | 99.52 |
| Dividend yield1 | 5.1 % | 5.2 % | 5.5 % |
| Gross return2 (over 6/12 months) |
4.1 % | 14.1 % | 11.2 % |
| Volume (over 6/12 months, in number of shares) | |||
| Average daily volume | 40,453 | 46,619 | 46,900 |
| Total volume | 5,137,495 | 12,027,768 | 12,006,493 |
| Number of outstanding ordinary shares at end of | 20,625,041 | 20,300,773 | 20,294,264 |
| period3 | |||
| Market capitalisation at end of period (x 1,000 EUR) | 2,220,286 | 2,205,679 | 1,997,159 |
| Free float zone | 90 % | 95 % | 100 % |
Preference shares (COFP1 & COFP2)
| COFP1 | COFP1 | COFP2 | COFP2 | |
|---|---|---|---|---|
| 30.06.2017 | 31.12.2016 | 30.06.2017 | 31.12.2016 | |
| Share price (over 6/12 months, in EUR) | ||||
| At close | 127.00 | 127.00 | 110.00 | 151.00 |
| Average | 127.00 | 126.65 | 104.53 | 100.11 |
| Dividend yield1 | 5.0 % | 5.0 % | 6.1 % | 6.4 % |
| Gross return2 (over 6/12 months) | 5.0 % | 5.5 % | -21.1 % | 58.9 % |
| Volume (over 6/12 months, in number of | ||||
| shares) | ||||
| Average daily volume4 | 0 | 16 | 44 | 22 |
| Total volume | 0 | 16 | 349 | 178 |
| Number of shares | 395,011 | 395,048 | 288,550 | 290,505 |
| Market capitalisation at end of period (x 1,000 EUR) |
50,166 | 50,171 | 31,741 | 43,866 |
1 Gross dividend on the average share price.
2 Increase in the share price + dividend yield.
3 Excluding own ordinary shares.
4 Average calculated based on the number of stock exchange days on which volume was recorded.
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Bonds
| Cofinimmo SA/NV 140 million EUR – 2012-2020 ISIN BE6241505401 |
Cofinimmo SA/NV 50 million EUR – 2013-2017 ISIN BE6258604675 |
|||
|---|---|---|---|---|
| 30.06.2017 | 31.12.2016 | 30.06.2017 | 31.12.2016 | |
| Stock market price (over 12 months, | ||||
| in % of nominal) | ||||
| At close | 102.9 | 103.7 | 100.6 | 101.6 |
| Average | 103.8 | 104.4 | 101.1 | 102.1 |
| Average yield through maturity | 2.4 % | 2.3 % | 0.7 % | 0.8 % |
| Effective yield at issue | 3.6 % | 3.6 % | 2.8 % | 2.8 % |
| Interest coupon (in %) | ||||
| Gross (per 100,000 EUR) | 3.6 | 3.6 | 2.8 | 2.8 |
| Net (per 100,000 EUR) | 2.5 | 2.5 | 1.9 | 1.9 |
| Number of securities | 1,400 | 1,400 | 500 | 500 |
| Cofinimmo SA/NV 190 million EUR – 2015-2022 ISIN BE0002224906 |
Cofinimmo SA/NV 70 million EUR – 2016-2026 ISIN BE0002267368 |
|||
|---|---|---|---|---|
| 30.06.2017 | 31.12.2016 | 30.06.2017 | 31.12.2016 | |
| Stock market price (over 12 months, in % of nominal) |
||||
| At close | 101.4 | 102.4 | 95.7 | 99.6 |
| Average | 102.0 | 102.2 | 95.6 | n/a |
| Average yield through maturity | 1.6 % | 1.4 % | 2.2 % | 1.7 % |
| Effective yield at issue | 1.9 % | 1.9 % | 1.7 % | 1.7 % |
| Interest coupon (in %) | ||||
| Gross (per 100,000 EUR) | 1.9 | 1.9 | 1.7 | 1.7 |
| Net (per 100,000 EUR) | 1.3 | 1.3 | 1.2 | 1.2 |
| Number of securities | 1,900 | 1900 | 700 | 700 |
| Cofinimmo SA/NV | |||
|---|---|---|---|
| 55 million EUR – 2016-2024 | |||
| ISIN BE0002269380 | |||
| 30.06.2017 | 31.12.2016 | ||
| Stock market price (over 12 months, | |||
| in % of nominal) | |||
| At close | 99.3 | 100.2 | |
| Average | 99.5 | 100.0 | |
| Average yield through maturity | 2.1 % | 2.0 % | |
| Effective yield at issue | 2.0 % | 2.0 % | |
| Interest coupon (in %) | |||
| Gross | 2.0 | 2.0 | |
| Net | 1.4 | 1.4 | |
| Number of securities | 550 | 550 |
REGULATED INFORMATION
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Convertible bonds
| Cofinimmo SA/NV 219.3 million EUR – 2016-2021 ISIN BE0002259282 |
|||
|---|---|---|---|
| 30.06.2017 | 31.12.2016 | ||
| Stock market price (over 6/12 months, in EUR) | |||
| At close | 142.1 | 141.8 | |
| Average | 140.8 | 142.3 | |
| Yield to maturity (12-month average) | 0.8 % | 0.8 % | |
| Effective yield at issue | 0.2 % | 0.2 % | |
| Interest coupon (in %) | |||
| Gross (per 146,00 EUR) | 0.2 | 0.2 | |
| Net (per 146,00 EUR) | 0.1 | 0.1 | |
| Number of securities | 1,502,196 | 1,502,196 | |
| Conversion price (in EUR) | 143.5 | 146.0 |
1.7.2. 2017 Dividend
Excluding any unforeseen events, the 2017 dividend forecast published in the 2016 Annual Financial Report is maintained. It is 5.50 EUR gross (3.85 EUR net) per ordinary share and 6.37 EUR gross (4.459 EUR net) per preference share taking into account a 30 % withholding tax.
1.7.3. Conversion of preference shares
In accordance with Article 8.2 of the Articles of Association, two new exercise windows for the conversion of Cofinimmo preference shares into Cofinimmo ordinary shares were opened during the first half of 2017. Requests to convert 1,992 preference shares were received during the period. As a result, since the beginning of the conversion procedure (01.05.2009), 816,205 preference shares have been converted into ordinary shares. There are still 683,561 preference shares outstanding. As from 2019, Cofinimmo will have the right to purchase the shares mentioned above at their issue price, i.e. 107.89 EUR and 104.40 EUR for COFP1 and COFP2, respectively.
1.7.4. Shareholding
On 18.07.2017 the BlackRock, Inc. Group notified Cofinimmo that its participation in the Group's capital exceeds the 5 % threshold.
| Company | Ordinary shares |
Preference shares |
Total number of shares (voting rights) |
% |
|---|---|---|---|---|
| BlackRock, Inc. Group | 1,116,385 | 0 | 1,116,385 | 5.23 % |
| Cofinimmo Group | 42,374 | 0 | 42,374 | 0.20 % |
| Total number of issued shares | 20,667,313 | 683,561 | 21,350,874 | 100 % |
1.7.5. Shareholders calendar
| Event | Date |
|---|---|
| Interim report: results at 30.09.2017 | 09.11.2017 |
| Annual press release: results at 31.12.2017 | 08.02.2018 |
| Publication of the 2017 Annual Financial Report | 06.04.2018 |
| Publication of the 2017 Sustainability Report | 06.04.2018 |
| Interim report: results at 31.03.2018 | 26.04.2018 |
| 2017 Ordinary General Meeting | 09.05.2018 |
| Half-Year Financial Report: results at 30.06.2018 | 26.07.2018 |
| Interim report: results at 30.09.2018 | 08.11.2018 |
| Annual press release: results at 31.12.2018 | 07.02.2019 |
1.8. Corporate governance
With respect to corporate governance, Cofinimmo seeks to maintain the highest standards and continuously reassesses its methods in relation to the principles, practices and requirements of the field. Cofinimmo's corporate governance practice is fully compliant with the related Belgian Code1 . A detailed description of the various Committees and their respective roles and members is available in the 'Corporate Governance Statement' chapter of the 2016 Annual Financial Report.
1.8.1. Authorisation to increase the share capital
The Extraordinary General Meeting of 01.02.2017 conferred the Board of Directors a new authorisation, valid for five years from the publication date of 17.02.2017 in the annexes of the Belgian Official Gazette (Moniteur belge/Belgisch Staatsblad) of the minutes of the Extraordinary General Meeting, to increase the share capital, in one or more times, up to a maximum amount of:
- a) 1,127,000,000 EUR if the capital increase to be performed is a capital increase by subscription in cash with the possibility for shareholders of the company to exercise a preferential subscription right;
- b) 225,000,000 EUR for all other forms of capital increase not referred to above.
it being understood that in any case, the share capital may never be increased as part of the authorised capital beyond 1,127,000,000 EUR in total, for a period of five years from the publication of the decision.
1.8.2. Appointments
The Ordinary General Meeting of 10.05.2017 appointed/renewed the following people as members of Cofinimmo's Board of Directors with immediate effect.
| Full name | Type of term | Decision taken by the OGM |
(New) End of term |
|---|---|---|---|
| Archer-Toper, Inès | Independent Director within the meaning of Article 526ter of the Company Code |
Term renewal | 12.05.2021 |
| Roels, Françoise | Managing Director | Term renewal | 12.05.2021 |
| Scalais, Cécile | Independent Director within the meaning of Article 526ter of the Company Code |
New term | 12.05.2021 |
| van Rijckevorsel, Jacques |
Independent Director within the meaning of Article 526ter of the Company Code |
New term | 12.05.2021 |
1 See our Corporate Governance Charter, available on our website.
The term of Mr. André Bergen, independent Director since 2010 and Chairman of the Board of Directors since 2011, expired at the end of the Ordinary General Meeting held on 10.05.2017. For personal reasons and in accordance with his wishes, his term was not renewed. The Board of Directors decided to assign its chairmanship to Mr. Jacques van Rijckevorsel as of this date.
1.8.3. Renewal of the mandate of the Statutory Auditor
The Ordinary General Meeting of 10.05.2017 has accepted the proposal to renew the mandate of the SC s.f.d. SCRL Deloitte Company Auditors, represented by Mr. Rik Neckebroeck, Statutory Auditor, having its registered office at 1930 Zaventem, Luchthaven Nationaal 1J, until the end of the Ordinary General Meeting to be held in 2020. Moreover, it accepted the proposal to set the Statutory Auditor's annual fee at 140 000 EUR1 , excluding VAT and disbursements, to be indexed annually based on the health index.
1 This amount includes fees for special assignments known at the date of the General Meeting.
1.10. Sustainable development and management policy
1.10.1. Publications
Cofinimmo published a Sustainability Report on 07.04.2017 for the third consecutive year. The company received an external certification that the Report complies with the GRI Standards1 guidelines at Core level.
At the same time, Cofinimmo published its 2016 consumption data of electricity and gas for 100 % of its office portfolio (compared to 97 % in 2015), 64 % of its healthcare real estate portfolio (compared to 43 % in 2015) and 2 % of its pubs/restaurants portfolio (compared to 1 % in 2015), as well as water consumption and waste figures, using the performance indicators recommended by EPRA2 .
1.10.2. Certifications and environment labels
The external audit on the management system's operational application did not raise any remarks, enabling the company to renew the ISO 14001:2004 certification.
In the beginning of March 2017, Cofinimmo obtained the BREEAM In-Use 'Good' or 'Very Good' certificate for the operation of six office buildings. On 10.04.2017, the Group obtained the BREEAM Interim – Design Stage 'Excellent' certificate for the Arts/Kunst 19H office building renovation project. The objective of this certification system is twofold: on the one hand, to continually improve its buildings' environmental performance, and, on the other hand, to increase their commercial competitiveness.
1.10.3. Mobility
The first vehicles ordered as part of Cofinimmo's new mobility policy are in circulation as from January 2017. Note that this policy, which includes an eco-score and promotes alternative means of transportation, was put in place by the Company at the end of 2016. Cofinimmo hopes that this initiative will encourage its personnel to use alternative modes of transportation, thus reducing its vehicle fleet's CO2 emissions.
1.10.4. Innovation
In the beginning of June 2017, Cofinimmo closed the contracting phase for the Arts/Kunst 19H office building renovation project in Brussels. This project will be one of the buildings financed by the Green & Social Bonds issued by Cofinimmo at the end of December 2016. The Group decided to use Building Information Modelling (BIM), a new tool for building development, for this project. This software is supported by one or more intelligent and structured parametric virtual 3D models which are used throughout the building's life span. These models create a virtual building image before its actual construction in order to prevent construction errors.
1 Global Reporting Initiative. NGO created in order to establish reporting guidelines to measure the evolution of company programmes in terms of sustainable development (www.globalreporting.org).
2 European Public Real Estate Association (www.epra.com).
PRESS RELEASE
1.11. Risk management
The main risks to which Cofinimmo is exposed in its activities are described below. For a more detailed description of risk management, please refer to pages 2 to 9 of the 2016 Annual Financial Report.
Risks associated with the overall economic climate
Cofinimmo's activities are partially linked to the overall economy. Slowing economic growth or prosperity indirectly impacts occupancy rate as well as rents. It can also increase the risk of tenant default.
The impact on Cofinimmo's results is, however, mitigated by the duration of its lease agreements (as at 30.06.2017, the average period until the first break option is 10.0 years), the diversification of its tenant portfolio (536 clients), and the fact that over 20 % of its office tenants are from the public sector. Moreover, healthcare real estate and sale and leaseback transactions with AB InBev and MAAF are less sensitive to the overall economic environment than the office segment.
Vacancy risk
99.2 % of the Cofinimmo healthcare real estate portfolio is leased primarily for the long term: in general, for an initial period of 12 years in France, 15 years in the Netherlands, 25 or 30 years in Germany and 27 years in Belgium. At 30.06.2017, the average residual lease length is 4.2 years in France, 12.4 years in the Netherlands, 19.6 years in Belgium and 24.8 years in Germany.
The Brussels office market has faced a significant rental vacancy since 2008, although it seems to decrease slowly. At 30.06.2017, the vacancy rate in Brussels stood at 9.3 % (source : CBRE). Cofinimmo's office portfolio vacancy rate was 11.7 % at 30.06.2017. Cofinimmo actively manages its customers to limit vacancy and tenant turnover in the office segment. An internal team is responsible for the property management and with quickly resolving tenant complaints. The sales team maintains regular contact with existing customers and actively prospects new tenants.
At 30.06.2017, 98.7 % of the cafés/restaurants were leased to AB InBev for an average minimum residual lease length of 13.3 years. Moreover, 97.6 % of the insurance agencies were leased to MAAF or GMF for an average residual lease period of 4.9 years.
PRESS RELEASE
Risk of tenant insolvency
Cofinimmo is exposed to the risk of tenant default. At 30.06.2017, the five most important clients accounted for 50.2 % of its rental income. Of the top three most important tenants of office space, two belong to the public sector.
An advance deposit or bank guarantee of six months' rent is usually required from non-public sector tenants.
Investment and development risk
Cofinimmo does limited development for its own account with a ceiling of no more than 10 % maximum of the fair value of the portfolio.
When reviewing investment projects, Cofinimmo makes a number of estimates with respect to economic, market and other conditions, including estimates of the value or potential value of the real estate asset and its potential return on investment. The estimates may be incorrect, which would make the Cofinimmo investment policy unsuitable, resulting in negative consequences for Cofinimmo's income, its operating results, its financial conditions and its prospects.
Prior to acquiring a building, Cofinimmo first carries out an internal evaluation to determine a price for the building with a view to its long-term operation. In addition, an independent real estate expert assesses each real estate asset acquisition or sale.
Risk related to the deterioration of buildings and major renovations
Cofinimmo regularly maintains and renovates its buildings to ensure that they remain attractive for tenants. The current trend toward increased durability and energy savings in both construction and building use can require additional investments.
Risk associated with changes in the fair value of buildings
Cofinimmo's real estate portfolio is valued quarterly by independent real estate experts. At 30.06.2017, a 1 % change in the value of the real estate assets would have an impact of approximately 34.3 million EUR on the net result and of 1,61 EUR on the intrinsic value of the share. It would also have an impact of about 0.5 % on the debt ratio.
PRESS RELEASE
Liquidity and financing risk
Diversified sources of financing, a stable and extensive bank pool with high financial ratings (Cofinimmo has 11 banking partners) and a balanced allocation of loan maturities staggered over time enable Cofinimmo to obtain the most favourable financial conditions.
Cofinimmo's ability to borrow is also limited by the maximum debt ratio allowed by regulations governing RRECs (65 %) and by the limit agreed with its bankers in credit documents (60 %). At 30.06.2017, the consolidated regulatory debt ratio was 45.0 %.
Cofinimmo has a medium-term financial plan which is reviewed in full every spring and updated during the year with each significant new acquisition or sale of real estate assets. The purpose of the plan is to position Cofinimmo's consolidated regulatory debt ratio at a suitable level based on an assessment by the Board of Directors of the risks inherent to the assets and the current portfolio of leases.
Interest rate risk
Cofinimmo obtains a significant portion of its financial debt at a floating interest rate. Derivative instruments are used to hedge related financing costs against increases in interest rates. These instruments include specifically Interest Rate Swaps.
Given existing hedging mechanisms and a constant level of debt, a 0.5 % increase or decrease in interest rates would not entail any significant change in financial charges for the current year.
The interest-rate derivative instruments are assessed at market value at the end of each quarter. Future changes in rates will therefore have an impact on the net asset value and the result of the period.
Exchange risk
Cofinimmo concluded a real estate transaction in 2016 which creates a currency risk. In order to hedge this potential currency risk Cofinimmo signed derivatives contracts that allow the company to protect itself against an adverse evolution in currency rates.
The sensitivity of the intrinsic value of both options to the exchange rate movements is not material.
PRESS RELEASE
1.12. Events after 30.06.2017
Acquisition of a medical office building in the Netherlands
In July 2017, the Cofinimmo Group acquired a medical office building in Tiel (province of Gelderland, the Netherlands) for 7.6 million EUR. The asset, built in 2009, has an aboveground surface area of 4,279 m². It is fully leased under 'double net' leases to several professional healthcare providers who receive their patients on site. The weighted average residual lease length is 5.9 years. The initial rental yield is 6.6 %.
This is the fifth medical office building acquired by Cofinimmo in the Netherlands in 2017. There are currently nine of this type of assets in the Group's healthcare real estate portfolio, with a total market value of nearly 45 million EUR.
Signature of a new lease agreement for the Loi/Wet 34 office building
In July 2017, Cofinimmo concluded a new lease agreement for 2,490 m² in the Loi/Wet 34 office building, located in the heart of the European District in Brussels. Note that the company acquired this asset in August 2016. 53 % of the rental space were to be vacated by 31.03.2017. Thanks to active marketing, these vacated spaces are already re-let.
No other major events took place between 30.06.2017 and the time of writing of this Half-Year Financial Report.
PRESS RELEASE
2. Summary financial statements
The summary financial statements were prepared using accounting methods that comply with IFRS standards as adopted by the Belgian Royal Decree of 13.07.2014 on Regulated Real Estate Companies and in particular the IAS 34 standard for interim financial reporting.
The information included in the interim summary financial statements is not as comprehensive as that in the annual financial statements. Consequently, these interim summary financial statements must be read in conjunction with the annual financial statements.
The accounting principles and methods used to draw up these interim summary financial statements are identical to those used to prepare the annual financial statements for the financial year 2016.
As for IFRS 15 – Revenue from Contracts with Customers (effective 01.01.2018), IFRS 9 - Financial instruments (effective 01.01.2018) and IFRS 16 – Leases (effective 01.01.2019), preliminary analyses show that their application will not have a material impact on the Group's accounts. For more information regarding the potential impact of these standards on the Group's accounts, see appendix 4.1.
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2.1. Consolidated global result – Royal Decree of 13.07.2014 form (x 1,000 EUR)
| A. NET RESULT | Notes | Q2 2017 | Q2 2016 | H1 2017 | H1 2016 |
|---|---|---|---|---|---|
| Rental income | 5 | 51,827 | 50,503 | 104,082 | 99,765 |
| Writeback of lease payments sold and discounted | 5 | 3,118 | 2,816 | 6,237 | 5,633 |
| Rental-related expenses | 124 | 5 | 125 | -2 | |
| Net rental income | 4; 5 | 55,069 | 53,324 | 110,444 | 105,396 |
| Recovery of property charges | 15 | 31 | 1,657 | 44 | |
| Recovery income of charges and taxes normally payable by the tenant on let properties |
4,559 | 16,016 | 33,495 | 30,493 | |
| Costs payable by the tenant and borne by the landlord on rental damage and redecoration at end of lease |
-774 | -633 | -1,388 | -883 | |
| Charges and taxes normally payable by the tenant on let properties |
-4,682 | -16,096 | -36,878 | -33,089 | |
| Property result | 54,187 | 52,642 | 107,330 | 101,961 | |
| Technical costs | -1,358 | -2,313 | -2,857 | -3,494 | |
| Commercial costs | -395 | -212 | -806 | -465 | |
| Taxes and charges on unlet properties | -911 | -647 | -4,092 | -2,892 | |
| Property management costs | -4,207 | -5,181 | -9,577 | -10,409 | |
| Property charges | -6,871 | -8,353 | -17,332 | -17,260 | |
| Property operating result | 47,316 | 44,289 | 89,998 | 84,701 | |
| Corporate management costs | -1,802 | -1,683 | -4,104 | -4,868 | |
| Operating result before result on the portfolio | 45,514 | 42,606 | 85,894 | 79,833 | |
| Gains or losses on disposals of investment properties and | 40 | 1,219 | 423 | 1,412 | |
| other non-financial assets | |||||
| Changes in the fair value of investment properties | -8,414 | 4,136 | -7,870 | 11,718 | |
| Other result on the portfolio | -3,450 | -298 | -3,385 | -764 | |
| Operating result | 33,690 | 47,663 | 75,062 | 92,199 | |
| Financial income | 6 | 1,381 | 1,267 | 2,704 | 2,553 |
| Net interest charges | 7 | -7,515 | -8,010 | -14,977 | -16,861 |
| Other financial charges | 8 | -128 | -399 | -407 | -632 |
| Changes in the fair value of financial assets and liabilities | 9 | 1,031 | -3,950 | 7,216 | -37,482 |
| Financial result | -5,231 | -11,092 | -5,464 | -52,422 | |
| Share in the result of associated companies and joint ventures |
99 | 119 | 236 | 549 | |
| Pre-tax result | 28,558 | 36,690 | 69,834 | 40,326 | |
| Corporate tax | 801 | -1,096 | -1,904 | -2,842 | |
| Exit tax | -37 | -5 | -76 | -92 | |
| Taxes | 764 | -1,101 | -1,980 | -2,934 | |
| Net result | 29,322 | 35,589 | 67,854 | 37,392 | |
| Minority interests | -1,353 | -1,402 | -2,685 | -2,787 | |
| Net result – Group share | 27,969 | 34,187 | 65,169 | 34,605 | |
| Net result from core activities - Group share | 38,980 | 33,256 | 69,289 | 59,974 | |
| Result on financial instruments - Group share | 935 | -3,851 | 6,914 | -37,482 | |
| Result on the portfolio – Group share | -11,946 | 4,782 | -11,034 | 12,113 |
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| B. OTHER ELEMENTS OF THE GLOBAL RESULT RECYCLABLE UNDER THE INCOME STATEMENT |
Notes | Q2 2017 | Q2 2016 | H1 2017 | H1 2016 |
|---|---|---|---|---|---|
| Change in the effective part of the fair value of authorised cash flow |
18 | 10 | 40 | 2 | |
| hedging instruments as defined under IFRS Impact of the recycling under the income statement of hedging instruments which relationship with the hedged risk was terminated |
2,820 | 1,395 | 5,640 | 3,122 | |
| Other elements of the global result recyclable under the income statement |
2,838 | 1,405 | 5,680 | 3,124 | |
| Minority interests | |||||
| Other elements of the global result recyclable under the income statement - Group share |
2,838 | 1,405 | 5,680 | 3,124 |
| C. GLOBAL RESULT | Notes | Q2 2017 | Q2 2016 | H1 2017 | H1 2016 |
|---|---|---|---|---|---|
| Global result | 32,160 | 36,994 | 73,534 | 40,516 | |
| Minority interests | -1,353 | -1,402 | -2,685 | -2,787 | |
| Global result – Group share | 30,807 | 35,592 | 70,849 | 37,729 |
2.2. Consolidated income statement – Analytical form (x 1,000 EUR)
| A. NET RESULT FROM CORE ACTIVITIES | 30.06.2017 | 30.06.2016 |
|---|---|---|
| Rental income, net of rental-related expenses* | 104,207 | 99,763 |
| Writeback of lease payments sold and discounted (non-cash item) | 6,237 | 5,633 |
| Taxes and charges on rented properties not recovered* | -1,291 | -904 |
| Taxes on refurbishment not recovered1* | -2,092 | -1,692 |
| Redecoration costs, net of tenant compensation for damages* | 269 | -839 |
| Property result | 107,330 | 101,961 |
| Technical costs | -2,857 | -3,494 |
| Commercial costs | -806 | -465 |
| Taxes and charges on unlet properties | -4,092 | -2,892 |
| Property result after direct property costs | 99,575 | 95,110 |
| Corporate management costs2 | -13,681 | -15,277 |
| Operating result (before result on the portfolio) | 85,894 | 79,833 |
| Financial income | 2,704 | 2,553 |
| Net interest charges | -14,977 | -16,861 |
| Other financial charges | -407 | -632 |
| Share in the net result from core activities of associated companies | 237 | 237 |
| and joint ventures | ||
| Taxes | -1,904 | -2,842 |
| Net result from core activities | 71,547 | 62,288 |
| Minority interests related to the net result from core activities | -2,258 | -2,314 |
| Net result from core activities - Group share | 69,289 | 59,974 |
| B. RESULT ON FINANCIAL INSTRUMENTS | 30.06.2017 | 30.06.2016 |
|---|---|---|
| Change in the fair value of hedging instruments | 12,931 | -34,360 |
| Restructuring costs of financial instruments* | -5,715 | -3,122 |
| Share in the result on financial instruments of associated companies | ||
| and joint ventures | ||
| Result on financial instruments* | 7,216 | -37,482 |
| Minority interests related to the result on financial instruments | -302 | |
| Result on financial instruments - Group share* | 6,914 | -37,482 |
1 The item 'Taxes and charges on rented properties not recovered' has been split into two items in order to offer a better overview: 'Taxes and charges on rented properties not recovered' on the one hand, and 'Taxes on refurbishment not recovered', on the other hand.
2 In order to simplify the layout of the consolidated income statements, the Cofinimmo Group decided to record the 'property management costs' under the 'corporate management costs' item as from 01.01.2017.
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| C. RESULT ON THE PORTFOLIO | 30.06.2017 | 30.06.2016 |
|---|---|---|
| Gains or losses on disposals of investment properties and other non financial assets |
423 | 1,412 |
| Changes in the fair value of investment properties | -7,870 | 11,718 |
| Share in the result on the portfolio of associated companies and joint ventures |
-1 | 312 |
| Other result on the portfolio | -3,461 | -856 |
| Result on the portfolio* | -10,909 | 12,586 |
| Minority interests regarding the result on the portfolio | -125 | -473 |
| Result on the portfolio - Group share* | -11,034 | 12,113 |
| D. NET RESULT (=A+B+C) | 30.06.2017 | 30.06.2016 |
|---|---|---|
| Net result | 67,854 | 37,392 |
| Minority interests | -2,685 | -2,787 |
| Net result – Group share | 65,169 | 34,605 |
| NUMBER OF SHARES | 30.06.2017 | 30.06.2016 |
|---|---|---|
| Number of ordinary shares issued (including treasury shares ) | 20,667,313 | 20,345,001 |
| Number of ordinary shares outstanding | 20,624,939 | 20,298,502 |
| Number of ordinary shares used to calculate the result per share | 20,624,939 | 20,298,502 |
| Number of preference shares issued | 683,561 | 685,747 |
| Number of preference shares outstanding | 683,561 | 685,747 |
| Number of preference shares used to calculate the result per share | 683,561 | 685,747 |
| Total number of shares issued (including treasury shares ) | 21,350,874 | 21,030,748 |
| Total number of shares outstanding | 21 308 500 | 20,984,249 |
| Number of shares taken used to calculate the result per share | 21,308,500 | 20,984,249 |
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PRESS RELEASE
Comments on the consolidated income statement – analytical form
Net rental income was 104.2 million EUR at 30.06.2017, compared to 99.8 million EUR at 30.06.2016, i.e. a 4.4 % increase mainly due to the acquisition of healthcare assets in the Netherlands and Germany in 2016 and 2017, as well as the acquisition of five office buildings in 2016. On a like-for-like basis, gross rental revenues are stable (+0,03 %) between 30.06.2016 and 30.06.2017: the positive effect of lease indexations (+1.46 %) and new lettings (+1.65 %) slightly exceeded the negative impact of departures (-2.84 %) and renegotiations (-0.24 %).
Direct operating costs (taxes and charges on rented properties not recovered, taxes on refurbishment not recovered, net redecoration costs, technical costs, commercial costs, taxes and charges on unlet properties) increased by 0.6 million EUR between 30.06.2016 and 30.06.2017.
- Taxes on refurbishment not recovered increased by 0.4 million EUR between these two dates as a result of the start of redevelopment works on the Woluwe 106-108 and Arts/Kunst 19H office buildings.
- Redecoration costs, net of tenant compensation for damages were 0.3 million EUR at 30.06.2017, compared to -0.8 million EUR at 30.06.2016. This positive difference is mainly due to the receipt of a rental indemnity of 1.6 million EUR in the course of the first quarter of 2017 resulting from the acquisition of the Loi/Wet 34 building in 2016. Note that this is a nonrecurrent item already incorporated in the results forecast for the 2017 financial year.
- Commercial costs were -0.8 million EUR at 30.06.2017, compared to -0.5 million EUR at 30.06.2016. This increase is primarily the result of a technical audit on the French healthcare assets in order to evaluate the impact of the entry into force of the Pinel Law1 , expenses paid to third parties for the management of the medical office buildings in the Netherlands, as well as property management of the German assets.
- The acquisition in 2016 of five office buildings with some vacant space, the departure of a major tenant of the Bourget 42 building and the completion of renovation works on the Souverain/Vorst 24 building resulted in a 1.2 million EUR increase in taxes and charges on unlet properties between 30.06.2016 and 30.06.2017.
The decrease in corporate management costs between the first half of 2016 and 2017 (1.6 million EUR) is mainly due to various non-recurrent expenses incurred during the first half of 2016 (in particular costs related to the study of various investment cases).
The decrease in net interest charges between 30.06.2016 and 30.06.2017 (1.9 million EUR) is due to refinancing transactions at favourable conditions in 2016 and 2017 and the positive effect of the restructuring of convertible bonds in 2016. The average cost of debt fell from 2.7 % to 2.0 % between these two dates.
Taxes decreased by 0.9 million EUR between 30.06.2016 and 30.06.2017 as a result from the recuperation of various taxes in the course of the first half of 2017 (non-recurrent elements).
The net result from core activities - Group share was 69.3 million EUR at 30.06.2017, compared to 60.0 million EUR at 30.06.2016, i.e. a 15.5 % increase. Per share, these figures amount to 3.25 EUR et 2.86 EUR respectively.
1 This Law stipulates that some taxes and charges, because of their nature, cannot be charged to the tenants.
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PRESS RELEASE
As for the result on financial instruments, the 'change in fair value of financial instruments' item amounts to 12.9 million EUR at 30.06.2017, compared to -34.4 million EUR at 30.06.2016. This positive evolution is the result of the increase in interest rates between these two dates.
Within the result on the portfolio, the changes in the fair value of investment properties amounted to -7.9 million EUR at 30.06.2017 compared to 11.7 million EUR at 30.06.2016. The value appreciation of healthcare assets did not compensate the value depreciation of certain office buildings. On a like-forlike basis, the fair value of investment properties is overall stable compared to 30.06.2016. The 'Other result on the portfolio' item decreases from -0,9 million EUR to -3,5 million EUR between 30.06.2016 and 30.06.2017 because of the recognition of a tax provision regarding the Group's French portfolio in 2017 (non-recurrent element)1.
The net result - Group share amounted to 65.2 million EUR at 30.06.2017, compared to 34.6 million EUR at 30.06.2016. Per share, the figures were 3.06 EUR at 30.06.2017 and 1.65 EUR at 30.06.2016.
1 This is a deferred tax on the unrealised gain of the investment properties owned by Cofinimmo's French branch. This branch would be subject to a French withholding tax if this gain were to be realised.
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2.3. Consolidated balance sheet (x 1,000 EUR)
| ASSETS | Notes | 30.06.2017 | 31.12.2016 |
|---|---|---|---|
| Non-current assets | 3,619,375 | 3,547,181 | |
| Goodwill | 4 | 99,256 | 99,256 |
| Intangible assets | 700 | 751 | |
| Investment properties | 4; 10 | 3,422,510 | 3,363,636 |
| Other tangible assets | 916 | 635 | |
| Non-current financial assets | 2,314 | 758 | |
| Finance lease receivables | 85,940 | 75,718 | |
| Trade receivables and other non-current assets | 1,064 | 29 | |
| Participations in associated companies and joint | 6,675 | 6,398 | |
| ventures | |||
| Current assets | 104,195 | 114,101 | |
| Assets held for sale | 4 | 2,550 | 2,695 |
| Finance lease receivables | 1,796 | 1,795 | |
| Trade receivables | 28,996 | 25,642 | |
| Tax receivables and other current assets | 10,832 | 20,446 | |
| Cash and cash equivalents | 25,949 | 41,271 | |
| Accrued charges and deferred income | 34,072 | 22,252 | |
| TOTAL ASSETS | 3,723,570 | 3,661,282 |
| SHAREHOLDERS' EQUITY AND LIABILITIES | Notes | 30.06.2017 | 31.12.2016 |
|---|---|---|---|
| Shareholders' equity | 1,907,303 | 1,919,459 | |
| Shareholders' equity attributable to shareholders of the | |||
| parent company | 1,840,201 | 1,852,923 | |
| Capital | 11 | 1,141,893 | 1,124,628 |
| Share premium account | 11 | 520,626 | 504,544 |
| Reserves | 112,513 | 126,358 | |
| Net result of the financial year | 12 | 65,169 | 97,393 |
| Minority interests | 67,102 | 66,536 | |
| Liabilities | 1,816,267 | 1,741,823 | |
| Non-current liabilities | 1,158,982 | 1,074,668 | |
| Provisions | 26,778 | 16,890 | |
| Non-current financial debts | 1,047,911 | 970,604 | |
| Other non-current financial liabilities | 42,824 | 49,971 | |
| Deferred taxes | 41,469 | 37,203 | |
| Current liabilities | 657,285 | 667,155 | |
| Current financial debts | 529,058 | 558,167 | |
| Other current financial liabilities | 8,366 | 12,949 | |
| Trade debts and other current debts | 97,130 | 72,280 | |
| Accrued charges and deferred income | 22,731 | 23,759 | |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 3,723,570 | 3,661,282 |
Comments on the consolidated balance sheet
The investment value of the property portfolio1 , as determined by the independent real estate experts, amounts to 3,567.0 million EUR at 30.06.2017, compared with 3,505.0 million EUR at 31.12.2016. The fair value included in the consolidated balance sheet, in application of the IAS 40 standard, is obtained by deducting the transaction fees from the investment value. At 30.06.2017, fair value reached 3,425.1 million EUR, compared to 3,366.3 million EUR at 31.12.2016.
The item 'Participations in associated companies and joint ventures' refers to Cofinimmo's 51 % stake in Cofinea I SAS (nursing homes in France). The 'Minority interests' item includes the mandatory convertible bonds issued by the Cofinimur I SA subsidiary (MAAF/GMF distribution network in France), as well as the minority interests of the subsidiaries Aspria Maschsee, Aspria Uhlenhorst, Pubstone, Pubstone Group, Pubstone Properties and Rheastone.
The distribution of 41 % of the 2016 dividends in new ordinary shares for a total amount of 33.2 million EUR resulted in an increase in the 'Capital' item for 17.1 million EUR and an increase in the 'Share premiums' item for 16.1 million EUR.
The 'Provisions' item increased from 16.9 million EUR to 26.8 million EUR between 31.12.2016 and 30.06.2017 due to reclassification of a provision regarding the Antwerp courthouse. This provision was previously offset against the finance lease receivable.
2.4. Calculation of the consolidated debt ratio
| (x 1,000 EUR) | 30.06.2017 | 31.12.2016 | |
|---|---|---|---|
| Non-current financial debts | 1,047,911 | 970,604 | |
| Other non-current financial liabilities | |||
| (except for hedging instruments) | + | 332 | 152 |
| Current financial debts | + | 529,058 | 558,167 |
| Trade debts and other current debts | + | 97,130 | 72,280 |
| Total debt | = | 1,674,431 | 1,601,203 |
| Total assets | 3,723,570 | 3,661,282 | |
| Hedging instruments | - | 2,314 | 758 |
| Total assets (except for hedging instruments) | / | 3,721,256 | 3,660,524 |
| DEBT RATIO | = | 45.00 % | 43.74 % |
1 Including buildings held for own use and development projects.
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2.5. Consolidated cash flow statement (x 1,000 EUR)
| 30.06.2017 | 30.06.2016 | |
|---|---|---|
| CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD | 41,271 | 22,040 |
| OPERATING ACTIVITIES | ||
| Net result for the period | 65,169 | 34,605 |
| Adjustments for interest charges and income | 12,521 | 14,530 |
| Adjustments for gains and losses on disposal of property assets | -423 | -994 |
| Adjustments for gains and losses on disposals of financial assets | -418 | |
| Adjustments for non-cash charges and income | -536 | 21,698 |
| Changes in working capital requirements | 11,045 | -6,079 |
| Cash flow from operating activities | 87,776 | 63,342 |
| INVESTMENT ACTIVITIES | ||
| Investments in intangible assets and other tangible assets | -480 | -668 |
| Acquisitions of investment properties | -26,343 | -66,148 |
| Extensions of investment properties | -12,389 | -9,105 |
| Investments in investment properties | -19,365 | -7,420 |
| Acquisitions of consolidated subsidiaries | -1,0581 | |
| Disposals of investment properties | 13,107 | 3,047 |
| Disposals of assets held for sales | 59 | |
| Disposal of consolidated subsidiaries | 418 | |
| Disposal and reimbursement of finance lease receivables | 909 | 912 |
| Net cash from investing activities | -45,619 | -78,905 |
| FINANCING ACTIVITIES | ||
| Capital increase | 60 | |
| Disposal of own shares | 227 | 392 |
| Dividends paid to shareholders | -83,158 | -110,363 |
| Coupons paid to Mandatory Convertible Bondholders | -2,496 | -2,752 |
| Coupons paid to minority shareholders | -58 | -371 |
| Increase of financial debts | 43,1342 | 393,820 |
| Decrease of financial debts | -243,531 | |
| Financial income received | 2,704 | 2,934 |
| Financial charges paid | -15,225 | -17,078 |
| Other cash flows from financing activities | -2,607 | 28 |
| Cash flow resulting from financing activities | -57,479 | 23,139 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | 25,949 | 29,616 |
1 This is the acquisition of the company Castorstraat BV, owner of the care centre for people suffering from mental disorders, located in Alphen aan den Rijn.
2 This amount includes primarily the increase in bank debts.
2.6. Consolidated statement of changes in equity (x 1,000 EUR)
| Capital | Share premium account |
Reserves1 | Net result of the financial year |
Shareholders' equity Parent company |
Minority interests |
Shareholders' equity |
|
|---|---|---|---|---|---|---|---|
| AT 01.01.2016 | 1,124,295 | 504,240 | 127,596 | 103,967 | 1,860,098 | 64,516 | 1,924,614 |
| Appropriation of the 2015 net result | 103,967 | -103,967 | |||||
| Elements recognised in the global result | 3,124 | 34,605 | 37,729 | 2,787 | 40,516 | ||
| Cash flow hedging2 | 3,124 | 3,124 | 3,124 | ||||
| Result of the period | 34,605 | 34,605 | 2,787 | 37,392 | |||
| Others | -101 | -101 | 58 | -43 | |||
| SUBTOTAL | 1,124,295 | 504,240 | 234,586 | 34,605 | 1,897,726 | 67,361 | 1,965,087 |
| Issue of new shares3 | 28 | 32 | 60 | 60 | |||
| Acquisitions/disposals of own shares | 194 | 197 | 391 | 391 | |||
| Dividends/Coupons | -110,642 | -110,642 | -2,752 | -113,394 | |||
| AT 30.06.2016 | 1,124,517 | 504,469 | 123,944 | 34,605 | 1,787,535 | 64,609 | 1,852,144 |
| Elements recognised in the global result | 2,841 | 62,788 | 65,629 | 2,055 | 67,683 | ||
| Cash flow hedging2 | 2,841 | 2,841 | 2,841 | ||||
| Result of the period | 62,788 | 62,788 | 2,055 | 64,842 | |||
| Others | -393 | -393 | 275 | -118 | |||
| SUBTOTAL | 1,124,517 | 504,469 | 126,392 | 97,393 | 1,852,771 | 66,939 | 1,919,709 |
| Issue of new shares³ | 24 | 19 | 43 | 43 | |||
| Acquisitions/disposals of own shares | 87 | 55 | 142 | 142 | |||
| Dividends/Coupons | -36 | -36 | -403 | -439 | |||
| AT 31.12.2016 | 1,124,628 | 504,543 | 126,356 | 97,393 | 1,852,920 | 66,536 | 1,919,455 |
1 Reserves are presented in detail in the following pages.
2 Including the impact of recycling under the income statement of hedging instruments, which relationship with the hedged risk was terminated
3 Shares issued in capital and share premiums in the context of intragroup mergers, without shares being awarded to third parties outside the Group, are directly eliminated during consolidation. The issued shares listed here are related to the conversion of bonds into shares (2016) and the 2016 dividend payment in new shares (2017).
| Capital | Share premium account |
Reserves1 | Net result of the financial year |
Shareholders' equity Parent company |
Minority interests |
Shareholders' equity |
|
|---|---|---|---|---|---|---|---|
| AT 31.12.2016 | 1,124,628 | 504,543 | 126,356 | 97,393 | 1,852,920 | 66,536 | 1,919,455 |
| Appropriation of the 2016 net result | 97,393 | -97,393 | |||||
| Elements recognised in the global result | 5,680 | 65,169 | 70,849 | 2,685 | 73,534 | ||
| Cash flow hedging2 | 5,680 | 5,680 | 5,680 | ||||
| Result of the period | 65,169 | 65,169 | 2,685 | 67,854 | |||
| Others | -130 | -130 | 434 | 304 | |||
| SUBTOTAL | 1,124,628 | 504,543 | 229,299 | 65,169 | 1,923,639 | 69,655 | 1,993,293 |
| Issue of new shares3 | 17,131 | 15,989 | 33,120 | 33,120 | |||
| Acquisitions/disposals of own shares | 133 | 94 | 227 | 227 | |||
| Dividends/Coupons | -116,787 | -116,787 | -2,553 | -119,341 | |||
| AT 30.06.2017 | 1,141,892 | 520,626 | 112,512 | 65,169 | 1,840,199 | 67,101 | 1,907,299 |
1 Reserves are presented in detail in the following pages.
Detail of the reserves (x 1,000 EUR)
| Reserve for the positive/ negative balance of changes in the fair value of properties |
Reserve for the estimated transaction costs and transfer duties resulting from the hypothetical disposal of investment properties |
Reserve for the balance of changes in the fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS |
Reserve for the balance of changes in the fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS |
Distributable reserve |
Non-distributable reserve |
TOTAL RESERVES |
|
|---|---|---|---|---|---|---|---|
| AT 01.01.2016 | -175,817 | -71,726 | -9,673 | -85,175 | 464,775 | 5,212 | 127,596 |
| Appropriation of the 2015 net result | -5,221 | -3,227 | -846 | 4,387 | 108,563 | 311 | 103,967 |
| Elements recognised in the global result | 220 | 3,124 | -220 | 3,124 | |||
| Cash flow hedging | 3,124 | 3,124 | |||||
| Impact on fair value of estimated transaction costs resulting from hypothetical disposal of investment properties |
220 | -220 | |||||
| Others | 90 | -191 | -101 | ||||
| SUBTOTAL | -181,038 | -74,733 | -7,395 | -80,788 | 573,208 | 5,332 | 234,586 |
| Dividends | -110,642 | -110,642 | |||||
| AT 30.06.2016 | -181,038 | -74,733 | -7,395 | -80,788 | 462,566 | 5,332 | 123,944 |
| Elements recognised in the global result | 252 | 2,841 | -252 | 2,841 | |||
| Cash flow hedging | 2,841 | 2,841 | |||||
| Impact on fair value of estimated transaction costs resulting from hypothetical disposal of investment properties |
252 | -252 | |||||
| Others | -252 | -141 | -393 | ||||
| SUBTOTAL | -181,038 | -74,481 | -4,554 | -80,788 | 462,062 | 5,191 | 126,392 |
| Dividends | -34 | -34 | |||||
| AT 31.12.2016 | -181,038 | -74,481 | -4,554 | -80,788 | 462,028 | 5,191 | 126,358 |
| Reserve for the positive/ negative balance of changes in the fair value of properties |
Reserve for the estimated transaction costs and transfer duties resulting from the hypothetical disposal of investment properties |
Reserve for the balance of changes in the fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS |
Reserve for the balance of changes in the fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS |
Distributable reserve |
Non distributable reserve |
TOTAL RESERVES | |
|---|---|---|---|---|---|---|---|
| AT 31.12.2016 | -181,038 | -74,481 | -4,554 | -80,788 | 462,028 | 5,191 | 126,358 |
| Appropriation of the 2016 net result | 23,081 | -11,098 | -2,414 | -61,196 | 26,315 | 310 | 97,390 |
| Elements recognised in the global result | 163 | 5,680 | -163 | 5,680 | |||
| Cash flow hedging | 5,680 | 5,680 | |||||
| Impact on fair value of estimated transaction costs resulting from hypothetical disposal of investment properties |
163 | -163 | |||||
| Others | -37 | -94 | -130 | ||||
| SUBTOTAL | -157,957 | -85,147 | -1,289 | -19,592 | 488,143 | 5,408 | 229,298 |
| Dividends | -116,787 | -116,787 | |||||
| AT 30.06.2017 | -157,957 | -85,147 | -1,289 | -19,592 | 371,356 | 5,408 | 112,512 |
2.7.Notes to the interim summary financial statements
Note 1. General information
Cofinimmo SA/NV (the 'Company') is a public RREC (Regulated Real Estate Company) organized under Belgian law with registered offices at 1200 BRUSSELS (boulevard de la Woluwe/Woluwedal 58).
Cofinimmo SA/NV's interim summary financial statements, which closed on 30.06.2017, cover the Company and its subsidiaries ('the Group'). The scope of consolidation has changed since 31.12.2016 (see Note 14).
The interim summary financial statements were closed by the Board of Directors on 27.07.2017. The statutory auditor Deloitte, Réviseurs d'Entreprises, represented by Mr. Rik Neckebroeck, completed their limited audit and confirmed that they had no reservations with respect to the accounting information presented in the half-year financial report and that it corresponded to the financial statements closed by the Board of Directors.
Note 2. Significant accounting methods
The consolidated half-year financial statements were prepared in accordance with IFRS standards (International Financial Reporting Standards) as executed by the Belgian Royal Decree of 13.07.2014 on Regulated Real Estate Companies and in accordance with the IAS 34 standard for interim financial reporting.
The information included in the interim summary financial statements is not as comprehensive as that in the annual financial statements. Consequently, these interim summary financial statements must be read in conjunction with the annual financial statements.
The accounting principles and methods used to draw up these interim financial statements are identical to those used to prepare the annual financial statements for FY 2016.
Some of the figures in this half-year financial report have been rounded and, consequently, the overall totals in the report may differ slightly from the exact arithmetical sums of the preceding figures.
Note 3. Operational and financial risk management
The risks to which the Group was exposed at 30.06.2017 were substantially the same as those identified and described in the 2016 Annual Financial Report. Risk was managed using the same methods and the same criteria during the half-year as during the previous financial year.
Note 4. Segment information (x 1,000 EUR) – Global portfolio
| INCOME STATEMENT | Healthcare real estate |
Offices | Property of distribution networks |
Others | Unallocated amounts |
TOTAL | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| At 30.06 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 |
| Net rental income | 46,912 | 43,452 | 43,842 | 42,115 | 18,731 | 18,822 | 958 | 924 | 110,444 | 105,396 | ||
| Property result after direct property costs | 45,490 | 42,673 | 34,517 | 33,560 | 18,118 | 18,150 | 1,449 | 1,060 | 99,575 | 95,110 | ||
| Property management costs | -9,577 | -10,409 | -9,577 | -10,409 | ||||||||
| Corporate management costs | -4,104 | -4,868 | -4,104 | -4,868 | ||||||||
| Gains or losses on disposals of investment properties and other non-financial assets |
-370 | 190 | 418 | 603 | 994 | 423 | 1,412 | |||||
| Changes in the fair value of investment properties | 10,460 | 36,775 | -20,350 | -31,207 | -437 | 5,748 | 2,457 | 401 | -7,870 | 11,718 | ||
| Other result on the portfolio | -3,768 | -831 | 227 | 156 | 546 | -479 | -3,385 | -764 | ||||
| Operating result | 51,811 | 78,617 | 14,584 | 2,771 | 18,441 | 25,438 | 3,906 | 1,461 | -13,681 | -15,756 | 75,062 | 92,199 |
| Financial result | -5,464 | -52,422 | -5,464 | -52,422 | ||||||||
| Share in the result of associated companies and joint ventures | 236 | 549 | 236 | 549 | ||||||||
| Taxes | -1,980 | -2,934 | -1,980 | -2,934 | ||||||||
| NET RESULT | 67,854 | 37,392 | ||||||||||
| NET RESULT – GROUP SHARE |
65,169 | 34,605 |
| BALANCE SHEET | Healthcare real estate |
Property of Offices distribution networks |
Others | Unallocated amounts | TOTAL | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| AT 30.06/31.12 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 |
| Assets | ||||||||||||
| Goodwill | 26,929 | 26,929 | 72,327 | 72,327 | 99,256 | 99,256 | ||||||
| Investment properties, including: | 1,547,273 | 1,497,919 1,294,785 1,286,680 551,106 | 552,149 | 29,346 | 26,889 | 3,422,510 | 3,363,636 | |||||
| Development projects | 35,552 | 28,631 | 68,120 | 36,106 | 1,885 | 1,851 | 805 | 1,369 | 106,362 | 67,957 | ||
| Assets held for own use | 8,787 | 8,995 | 8,787 | 8,995 | ||||||||
| Assets held for sale | 2,000 | 2,000 | 550 | 695 | 2,550 | 2,695 | ||||||
| Other assets | 199,253 | 195,695 | 199,253 | 195,695 | ||||||||
| TOTAL ASSETS | 1,576,202 | 1,526,847 1,294,785 1,286,680 623,983 | 625,171 | 29,346 | 26,889 | 199,253 | 195,695 3,723,570 | 3,661,282 | ||||
| Shareholders' equity and liabilities | ||||||||||||
| Shareholders' equity | 1,907,303 | 1,919,459 | 1,907,303 | 1,919,459 | ||||||||
| Shareholders' equity attributable to | ||||||||||||
| shareholders of the parent company | 1,840,201 1,852,923 1,840,201 | 1,852,923 | ||||||||||
| Minority interests | 67,102 | 66,536 | 67,102 | 66,536 | ||||||||
| Liabilities | 1,816,267 | 1,741,823 | 1,816,267 | 1,741,823 | ||||||||
| SHAREHOLDERS' EQUITY AND LIABILITIES | 3,723,570 | 3,661,282 |
Note 4. Segment information (x 1,000 EUR) – Healthcare real estate
| INCOME STATEMENT | Germany | Belgium | France | The Netherlands | TOTAL | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| At 30.06 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 |
| Net rental income | 4,233 | 3,153 | 24,752 | 24,042 | 12,881 | 12,718 | 5,046 | 3,540 | 46,912 | 43,452 |
| Property result after direct property costs | 4,021 | 3,107 | 24,265 | 23,653 | 12,673 | 12,624 | 4,531 | 3,290 | 45,490 | 42,673 |
| Property management costs | ||||||||||
| Corporate management costs | ||||||||||
| Gains or losses on disposals of investment | ||||||||||
| properties and other non-financial assets | -370 | -370 | ||||||||
| Changes in the fair value of investment properties |
-340 | 3,332 | 11,508 | 15,991 | -2,312 | 11,453 | 1,603 | 6,000 | 10,460 | 36,775 |
| Other result on the portfolio | -165 | 118 | -3,494 | -596 | -228 | -235 | -3,768 | -831 | ||
| Operating result | 3,516 | 6,439 | 35,891 | 39,643 | 6,867 | 23,481 | 5,536 | 9,055 | 51,811 | 78,617 |
| Financial result | ||||||||||
| Share in the result of associated companies and | ||||||||||
| joint ventures | ||||||||||
| Taxes | ||||||||||
| NET RESULT | ||||||||||
| NET RESULT – GROUP SHARE |
| BALANCE SHEET | Germany Belgium |
France | The Netherlands | TOTAL | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| AT 30.06/31.12 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 |
| Assets | ||||||||||
| Goodwill | 26,929 | 26,929 | 26,929 | 26,929 | ||||||
| Investment properties, including: | 130,000 | 117,084 | 835,726 | 815,598 | 408,672 | 409,134 | 172,876 | 156,103 | 1,547,273 | 1,497,919 |
| Development projects | 20,532 | 13,075 | 15,020 | 15,556 | 35,552 | 28,631 | ||||
| Assets held for own use | ||||||||||
| Assets held for sale | 2,000 | 2,000 | 2,000 | 2,000 | ||||||
| Other assets | ||||||||||
| TOTAL ASSETS | 130,000 | 117,084 | 835,726 | 815,598 | 437,601 | 438,063 | 172,876 | 156,103 | 1,576,202 | 1,526,847 |
| Shareholders' equity and liabilities | ||||||||||
| Shareholders' equity | ||||||||||
| Shareholders' equity attributable to | ||||||||||
| shareholders of the parent company | ||||||||||
| Minority interests | ||||||||||
| Liabilities | ||||||||||
| SHAREHOLDERS' EQUITY AND LIABILITIES |
Note 4. Segment information (x 1,000 EUR) – Offices
| INCOME STATEMENT | Brussels CBD1 |
Brussels Decentralised |
Brussels Periphery |
Antwerp | Other regions | TOTAL | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| At 30.06 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 |
| Net rental income | 12,936 | 11,229 | 20,355 | 20,320 | 4,217 | 4,104 | 2,337 | 2,501 | 3,997 | 3,960 | 43,842 | 42,115 |
| Property result after direct property costs | 11,525 | 6,888 | 13,750 | 17,093 | 3,176 | 3,275 | 2,163 | 2,441 | 3,902 | 3,864 | 34,517 | 33,560 |
| Property management costs | ||||||||||||
| Corporate management costs |
||||||||||||
| Gains or losses on disposals of investment properties and other non-financial assets |
39 | 418 | 151 | 190 | 418 | |||||||
| Changes in the fair value of investment properties | 8,908 | -6,436 | -28,120 | -22,986 | -5,968 | -1,987 | 1,037 | 173 | 3,793 | 29 | -20,350 | -31,207 |
| Other result on the portfolio | 227 | 227 | ||||||||||
| Operating result | 20,700 | 870 | -14,369 | -5,893 | -2,792 | 1,288 | 3,350 | 2,613 | 7,695 | 3,893 | 14,584 | 2,771 |
| Financial result | ||||||||||||
| Share in the result of associated companies and joint | ||||||||||||
| ventures | ||||||||||||
| Taxes | ||||||||||||
| NET RESULT | ||||||||||||
| NET RESULT – GROUP SHARE |
| BALANCE SHEET | Brussels CBD |
Brussels Decentralised |
Brussels Periphery |
Antwerp | Other regions | TOTAL | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| AT 30.06/31.12 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 |
| Assets | ||||||||||||
| Goodwill | ||||||||||||
| Investment properties, including: | 506,819 | 478,203 472,289 | 492,469 | 128,060 133,832 | 68,272 | 67,284 119,345 114,892 1,294,785 | 1,286,680 | |||||
| Development projects | 66,966 | 34,925 | 317 | 305 | 370 | 370 | 467 | 506 | 68,120 | 36,106 | ||
| Assets held for own use | 8,787 | 8,995 | 8,787 | 8,995 | ||||||||
| Assets held for sale | ||||||||||||
| Other assets | ||||||||||||
| TOTAL ASSETS | 506,819 | 478,203 | 472,289 | 492,469 | 128,060 | 133,832 | 68,272 | 67,284 | 119,345 | 114,892 | 1,294,785 | 1,286,680 |
| Shareholders' equity and liabilities | ||||||||||||
| Shareholders' equity | ||||||||||||
| Shareholders' equity attributable to shareholders of | ||||||||||||
| the parent company | ||||||||||||
| Minority interests | ||||||||||||
| Liabilities | ||||||||||||
| SHAREHOLDERS' EQUITY AND LIABILITIES |
Note 4. Segment information (x 1,000 EUR) – Property of distribution networks
| INCOME STATEMENT | Pubstone - Belgium | Pubstone - Netherlands | Cofinimur I - France | TOTAL | |||||
|---|---|---|---|---|---|---|---|---|---|
| At 30.06 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | |
| Net rental income | 9,765 | 9,844 | 5,018 | 5,091 | 3,948 | 3,887 | 18,731 | 18,822 | |
| Property result after direct property costs | 9,405 | 9,704 | 4,878 | 4,627 | 3,835 | 3,819 | 18,118 | 18,150 | |
| Property management costs | |||||||||
| Corporate management costs | |||||||||
| Gains or losses on disposals of investment properties and | |||||||||
| other non-financial assets | 621 | 998 | 27 | -4 | -44 | 603 | 994 | ||
| Changes in the fair value of investment properties | 268 | 4,869 | -449 | -2,120 | -256 | 2,999 | -437 | 5,748 | |
| Other result on the portfolio | 156 | 546 | 156 | 546 | |||||
| Operating result | 10,295 | 15,572 | 4,611 | 3,050 | 3,535 | 6,817 | 18,441 | 25,438 | |
| Financial result | |||||||||
| Share in the result of associated companies and joint | |||||||||
| ventures | |||||||||
| Taxes | |||||||||
| NET RESULT | |||||||||
| NET RESULT – GROUP SHARE |
| BALANCE SHEET | Pubstone - Belgium | Pubstone - Netherlands | Cofinimur I - France | TOTAL | ||||
|---|---|---|---|---|---|---|---|---|
| AT 30.06/31.12 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 |
| Assets | ||||||||
| Goodwill | 44,277 | 44,277 | 28,050 | 28,050 | 72,327 | 72,327 | ||
| Investment properties, including: | 283,760 | 283,561 | 141,626 | 142,408 | 125,720 | 126,180 | 551,106 | 552,149 |
| Development projects | 1,320 | 1,311 | 565 | 540 | 1,885 | 1,851 | ||
| Assets held for own use | ||||||||
| Assets held for sale | 550 | 695 | 550 | 695 | ||||
| Other assets | ||||||||
| TOTAL ASSETS | 328,037 | 327,838 | 169,676 | 170,458 | 126,270 | 126,875 | 623,983 | 625,171 |
| Shareholders' equity and liabilities | ||||||||
| Shareholders' equity | ||||||||
| Shareholders' equity attributable to shareholders of the | ||||||||
| parent company | ||||||||
| Minority interests | ||||||||
| Liabilities | ||||||||
| SHAREHOLDERS' EQUITY AND LIABILITIES |
REGULATED INFORMATION
Brussels, embargo until 27.07.2017, 05:40 PM CET
Note 5. Rental income and rental-related expenses (x 1,000 EUR)
| 30.06.2017 | 30.06.2016 | |
|---|---|---|
| Rental income | ||
| Gross potential income1 | 112,788 | 107,288 |
| Vacancy2 | -6,902 | -5,617 |
| Rents3 | 105,886 | 101,671 |
| Cost of rent-free periods | -1,908 | -2,022 |
| Concessions granted to tenants | -365 | -237 |
| Early lease termination indemnities4 | 469 | 353 |
| SUBTOTAL | 104,082 | 99,765 |
| Writeback of lease payments sold and discounted | 6,237 | 5,633 |
| Rental-related expenses | ||
| Rent payable on rented premises | 121 | -1 |
| Writedowns on trade receivables | -1 | -9 |
| Writeback of writedowns on trade receivables | 5 | 8 |
| SUBTOTAL | 125 | -2 |
| TOTAL | 110,444 | 105,396 |
The rental income and charges classification and treatment method is described in detail on page 202 of the 2016 Annual Financial Report.
Note 6. Financial income (x 1,000 EUR)
| 30.06.2017 | 30.06.2016 | |
|---|---|---|
| Interests and dividends received5 | 253 | 171 |
| Interest receipts in respect of finance lease and similar receivables | 2,451 | 2,382 |
| TOTAL | 2,704 | 2,553 |
1 Gross potential rental income is the sum of real rents received and estimated rents attributed to unlet spaces.
2 Vacancy is calculated on unlet spaces based on the rental value estimated by independent real estate experts.
3 Including income guaranteed by developers to replace rents.
4 Early termination indemnities are recognised in full in the income statement, in accordance with IAS 17.50.
5 The amount of dividends received is nil at 30.06.2017 and at 30.06.2016.
REGULATED INFORMATION
Brussels, embargo until 27.07.2017, 05:40 PM CET
Note 7. Net interest charges (x 1,000 EUR)
| 30.06.2017 | 30.06.2016 | |
|---|---|---|
| Nominal interests on loans at amortised cost | -8,222 | -10,331 |
| Bilateral loans - floating rate | -1,304 | -1,235 |
| Commercial papers - floating rate | -304 | -472 |
| Investment credits - floating or fixed rate | -288 | -292 |
| Bonds - fixed rate | -6,122 | -5,025 |
| Convertible bonds | -204 | -3,307 |
| Writeback of nominal financial debts | -374 | -317 |
| Charges relating to authorised hedging instruments | -4,820 | -5,593 |
| Authorised hedging instruments not qualifying for hedge accounting | -4,820 | -5,593 |
| Income relating to authorised hedging instruments | 1,170 | |
| Authorised hedging instruments not qualifying for hedge accounting | 1,170 | |
| Other interest charges | -1,561 | -1,790 |
| TOTAL | -14,977 | -16,861 |
Note 8. Other financial charges (x 1,000 EUR)
| 30.06.2017 | 30.06.2016 | |
|---|---|---|
| Bank fees and other commissions | -248 | -217 |
| Others | -159 | -415 |
| Realised gains/losses on disposals of financial instruments | -237 | |
| Others | -159 | -178 |
| TOTAL | -407 | -632 |
REGULATED INFORMATION
Brussels, embargo until 27.07.2017, 05:40 PM CET
Note 9. Changes in the fair value of financial assets and liabilities (x 1,000 EUR)
| 30.06.2017 | 30.06.2016 | |
|---|---|---|
| Authorised hedging instruments qualifying for hedge accounting | -5,586 | -3,758 |
| Changes in fair value of authorised hedging instruments qualifying for hedge accounting |
54 | -636 |
| Impact of the recycling under the income statement of hedging instruments which relationship with the hedged risk was terminated |
-5,640 | -3,122 |
| Authorised hedging instruments not qualifying for hedge accounting |
12,877 | -33,724 |
| Changes in fair value of authorised hedging instruments qualifying for hedge accounting |
13,414 | -31,946 |
| Convertible bonds | -537 | -1,778 |
| Others | -75 | |
| TOTAL | 7,216 | -37,482 |
Note 10. Investment properties (x 1,000 EUR)
| 30.06.2017 | 31.12.2016 | |
|---|---|---|
| Asset category | Level 31 | Level 31 |
| Properties available for lease | 3,307,360 | 3,286,684 |
| Development projects | 106,362 | 67,957 |
| Assets held for own use | 8,788 | 8,995 |
| TOTAL2 | 3,422,510 | 3,363,636 |
Properties available for rental (x 1,000 EUR)
| 30.06.2017 | 31.12.2016 | |
|---|---|---|
| Asset category | Level 31 | Level 31 |
| AT 01.01 | 3,286,684 | 3,061,314 |
| Capital expenditures | 8,419 | 12,095 |
| Acquisitions | 34,401 | 160,035 |
| Transfers from/to Development projects | -3,421 | 28,078 |
| Sales/Disposals (fair value of assets sold/disposed of) | -12,636 | -5,065 |
| Writeback of lease payments sold and discounted | 6,237 | 11,265 |
| Increase/Decrease in the fair value | -12,324 | 18,962 |
| AT 30.06/31.12 | 3,307,360 | 3,286,684 |
1 According to IFRS 13, the basis for the valuations resulting in the fair values can be described as follows:
Level 1: quoted prices observable in active markets;
Level 2: observable data other than the quoted prices included in level 1;
Level 3: unobservable data.
2 Including the fair value of investment properties subject to the disposal of receivables.
REGULATED INFORMATION
Brussels, embargo until 27.07.2017, 05:40 PM CET
Development projects (x 1,000 EUR)
| 30.06.2017 | 31.12.2016 | |
|---|---|---|
| Asset category | Level 31 | Level 31 |
| AT 01.01 | 67,957 | 61,544 |
| Investments | 28,144 | 29,675 |
| Acquisitions | 148 | 4,565 |
| Transfer from/to Properties available for lease | 3,421 | -28,078 |
| Sales/Disposals (fair value of assets sold/disposed of) | -49 | -7 |
| Increase/Decrease in the fair value | 6,741 | 258 |
| AT 30.06/31.12 | 106,362 | 67,957 |
Assets held for own use (x 1,000 EUR)
| 30.06.2017 | 31.12.2016 | |
|---|---|---|
| AT 01.01 | 8,995 | 8,625 |
| Investments | 552 | |
| Increase/Decrease in the fair value | -207 | -182 |
| AT 30.06/31.12 | 8,788 | 8,995 |
1 According to IFRS 13, the basis for the valuations resulting in the fair values can be described as follows:
Level 1: quoted prices observable in active markets;
Level 2: observable data other than the quoted prices included in level 1;
Level 3: unobservable data.
Note 11. Financial instruments (x 1,000 EUR)
| 30.06.2017 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Designated in a hedging relationship |
Designated at fair value through the net result |
Held for trading | Loans, receivables and financial liabilities at amortised cost |
Fair value | Fair value qualification |
Interests accrued and not due |
|||||
| Non-current financial assets | 2,314 | 93,431 | 135,628 | ||||||||
| Hedging instruments | 2,314 | 2,314 | |||||||||
| Derivative financial instruments |
2,314 | 2,314 | Level 2 | ||||||||
| Credits and receivables | 93,431 | 133,315 | |||||||||
| Non-current finance lease receivables |
85,940 | 125,824 | Level 2 | ||||||||
| Trade receivables and other non-current assets |
817 | 817 | Level 2 | ||||||||
| Participations in associated companies and joint ventures |
6,674 | 6,674 | Level 2 | ||||||||
| Current financial assets | 56,741 | 58,148 | |||||||||
| Credits and receivables | 30,792 | 32,199 | |||||||||
| Current finance lease receivables |
1,796 | 3,203 | Level 2 | ||||||||
| Trade receivables | 28,996 | 28,996 | Level 2 | ||||||||
| Cash and cash equivalents | 25,949 | 25,949 | Level 2 | ||||||||
| TOTAL | 2,314 | 150,172 | 193,776 |
| 30.06.2017 | |||||||
|---|---|---|---|---|---|---|---|
| Designated in a hedging relationship |
Designated at fair value through the net result |
Held for trading | Loans, receivables and financial liabilities at amortised cost |
Fair value | Fair value qualification |
Interests accrued and not due1 |
|
| Non-current financial liabilities | 1,424 | 216,568 | 41,400 | 831,347 | 1,090,739 | ||
| Non-current financial debts | 216,568 | 831,347 | 1,047,9152 | ||||
| Bonds | 453,776 | 453,776 | Level 2 | ||||
| Convertible bonds | 213,500 | 213,500 | Level 1 | ||||
| Mandatory Convertible Bonds (MCB) |
3,068 | 3,068 | Level 2 | ||||
| Banks | 324,688 | 324,688 | Level 2 | ||||
| Commercial papers - floating rate |
46,000 | 46,000 | Level 2 |
||||
| Rental guarantees received | 6,883 | 6,883 | Level 2 | ||||
| Other non-current financial liabilities | 1,424 | 41,400 | 42,824 | ||||
| Derivative financial instruments | 41,400 | 42,824 | Level 2 | ||||
| Derivative financial instruments – FX options |
1,424 | ||||||
| Current financial liabilities | 8,366 | 591,922 | 600,288 | 8,885 | |||
| Current financial debts | 529,058 | 529,058 | 9,076 | ||||
| Commercial papers - floating rate |
378,500 | 378,500 | Level 2 | ||||
| Bonds | 50,000 | 50,000 | Level 2 | 5,793 | |||
| Banks | 100,535 | 100,535 | Level 2 | 1,111 | |||
| Others | 23 | 23 | Level 2 | ||||
| Other current financial liabilities | 8,366 | 8,366 | 1,981 | ||||
| Derivative financial instruments | 8,366 | 8,366 | Level 2 | 1,981 | |||
| Trade debts and other current debts | 97,130 | 97,130 | Level 2 | ||||
| TOTAL | 1,424 | 216,568 | 49,766 | 1,457,535 | 1,725,292 | 8,885 |
1 Interests accrued and not due are included in the accrued charges and deferred income.
2 Non-current financial debts do not include "Non-current finance leases" as their amount is not material.
| 30.06.2016 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Designated in a hedging relationship |
Designated at fair value through the net result |
Held for trading | Loans, receivables and financial liabilities at amortised cost |
Fair value | Fair value qualification |
Interests accrued and not due |
|||||
| Non-current financial assets | 81,545 | 145,904 | |||||||||
| Credits and receivables | 81,545 | 145,904 | |||||||||
| Non-current finance lease receivables |
75,308 | 139,666 | Level 2 | ||||||||
| Trade receivables and other non-current assets |
41 | 41 | Level 2 | ||||||||
| Participations in associated companies and joint ventures |
6,197 | 6,197 | Level 2 | ||||||||
| Current financial assets | 51,816 | 53,326 | |||||||||
| Credits and receivables | 22,200 | 23,710 | |||||||||
| Current finance lease receivables |
1,767 | 3,277 | Level 2 | ||||||||
| Trade receivables | 20,433 | 20,433 | Level 2 | ||||||||
| Cash and cash equivalents | 29,616 | 29,616 | Level 2 | ||||||||
| TOTAL | 133,361 | 199,230 |
| 30.06.2016 | |||||||
|---|---|---|---|---|---|---|---|
| Designated in a hedging relationship |
Designated at fair value through the net result |
Held for trading | Loans, receivables and financial liabilities at amortised cost |
Fair value | Fair value qualification |
Interests accrued and not due |
|
| Non-current financial liabilities | 177,769 | 98,816 | 929,518 | 1,206,103 | |||
| Non-current financial debts | 177,769 | 929,518 | 1,107,287 | ||||
| Bonds | 380,000 | 380,000 | Level 2 | ||||
| Convertible bonds | 46,000 | 46,000 | Level 1 | ||||
| Mandatory Convertible Bonds (MCB) |
177,769 | 177,769 | Level 2 | ||||
| Banks | 461,473 | 461,473 | Level 2 | ||||
| Commercial papers - floating rate |
6,442 | 6,442 | Level 2 | ||||
| Rental guarantees received | 35,604 | 35,604 | Level 2 | ||||
| Other non-current financial liabilities | 98,816 | 98,816 | |||||
| Derivative financial instruments | 98,816 | 98,816 | Level 2 | ||||
| Current financial liabilities | 636 | 18,227 | 389,309 | 408,171 | 6,151 | ||
| Current financial debts | 312,037 | 312,037 | 5,498 | ||||
| Commercial papers - floating rate |
290,500 | 290,500 | Level 2 | ||||
| Bonds | Level 2 | 3,918 | |||||
| Convertible bonds | Level 1 | 115 | |||||
| Banks | 21,505 | 21,505 | Level 2 | 1,199 | |||
| Others | 32 | 32 | Level 2 | 265 | |||
| Other current financial liabilities | 636 | 18,227 | 18,863 | 653 | |||
| Derivative financial instruments | 18,227 | 18,227 | Level 2 | 653 | |||
| Derivative financial instruments - | 636 | ||||||
| FX options | 636 | ||||||
| Trade debts and other current debts | 77,272 | 77,272 | Level 2 | ||||
| TOTAL | 636 | 177,769 | 117,043 | 1,318,827 | 1,614,274 | 6,151 |
Categories of financial instruments
Fair value is estimated:
- At book value for trade receivables and debt, loans and variable rate loans and debt;
- Based on future cash flows discounted at adapted market rates for lease-finance receivables;
- By reference to a price quoted on an active market for listed bonds1 (retail bonds and private placements).
Financial instruments designated as being at fair value through the net result
The financial instruments that are valued, subsequent to initial recognition, at fair value on the balance sheet, are grouped in three levels (1 to 3), based on the degree to which the fair value is observable:
- Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for similar assets or liabilities;
- Level 2 fair value measurements are those derived from data other than quoted prices included in level 1, which are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. data derived from prices);
- Level 3 fair value measurements are those derived from valuation techniques that include data for the asset or liability that are not based on observable market data (unobservable data).
Level 1
Convertible bonds issued by Cofinimmo are level 1.
Level 2
The financial assets and liabilities as well as the financial derivatives owned at fair value by Cofinimmo are all level 2, except for the convertible bonds issued by Cofinimmo, which are level 1.
Their fair value is established as follows:
- Fair value of financial assets and liabilities
- The fair value of financial assets and liabilities, particularly derivatives owned at fair value, with standard terms and conditions and negotiated on active and liquid markets is established based on stock market prices available on Bloomberg.
- Fair value of participations in associated companies and joint ventures Fair value is determined based on the share in the associated company of which all the assets are valued at their fair value.
- Fair value of finance lease receivables
- Fair value of finance lease receivables is calculated based on the discounted cash flow method in accordance with the applicable yield curves obtained on the basis of the market interest rates available on Bloomberg.
1 The listed bonds relate to convertible bonds and Mandatory Convertible Bonds.
Level 3
Cofinimmo does not currently hold any level 3 financial instruments.
There were no asset transfers between the different fair value categories.
A description of financial risks is available in chapter '1.11. Risk management' of this Half-Year Financial Report.
Note 12. Share capital and share premiums
| (in number) | Ordinary shares | Convertible preference shares | TOTAL | |||
|---|---|---|---|---|---|---|
| Number of shares (A) | 30.06.2017 | 31.12.2016 | 30.06.2017 | 31.12.2016 | 30.06.2017 | 31.12.2016 |
| AT 01.01 | 20,345,637 | 20,344,378 | 685,553 | 685,848 | 21,031,190 | 21,030,226 |
| Capital increase | 319,684 | 319,684 | ||||
| Conversion of preference shares into ordinary shares | 1,992 | 295 | -1,992 | -295 | ||
| Conversion of convertible bonds into ordinary shares | 964 | 964 | ||||
| AT 30.06/31.12 | 20,667,313 | 20,345,637 | 683,561 | 685,553 | 21,350,874 | 21,031,190 |
| Own shares held by the Group (B) | 30.06.2017 | 31.12.2016 | 30.06.2017 | 31.12.2016 | 30.06.2017 | 31.12.2016 |
|---|---|---|---|---|---|---|
| AT 01.01 | 44,864 | 50,114 | 44,864 | 50,114 | ||
| Own shares sold | -2,490 | -5,250 | -2,490 | -5,250 | ||
| AT 30.06/31.12 | 42,374 | 44,864 | 42,374 | 44,864 |
| Number of outstanding shares (A-B) | 30.06.2017 | 31.12.2016 | 30.06.2017 | 31.12.2016 | 30.06.2017 | 31.12.2016 |
|---|---|---|---|---|---|---|
| AT 01.01 | 20,300,773 | 20,294,264 | 685,553 | 685,848 | 20,986,326 | 20,980,112 |
| AT 30.06/31.12 | 20,624,939 | 20,300,773 | 683,561 | 685,553 | 21,308,500 | 20,986,326 |
| (x 1,000 EUR) | Ordinary shares | Convertible preference shares | TOTAL | |||
|---|---|---|---|---|---|---|
| Capital | 30.06.2017 | 31.12.2016 | 30.06.2017 | 31.12.2016 | 30.06.2017 | 31.12.2016 |
| AT 01.01 | 1,088,069 | 1,087,720 | 36,559 | 36,575 | 1,124,628 | 1,124,295 |
| Own shares sold | 133 | 281 | 133 | 281 | ||
| Capital increase | 17,132 | 17,132 | ||||
| Conversion of preference shares into ordinary shares | 106 | 16 | -106 | -16 | ||
| Conversion of convertible bonds into ordinary shares | 52 | 52 | ||||
| AT 30.06/31.12 | 1,105,440 | 1,088,069 | 36,453 | 36,559 | 1,141,893 | 1,124,628 |
| Share premium account | 30.06.2017 | 31.12.2016 | 30.06.2017 | 31.12.2016 | 30.06.2017 | 31.12.2016 |
|---|---|---|---|---|---|---|
| AT 01.01 | 468,399 | 468,079 | 36,145 | 36,161 | 504,544 | 504,240 |
| Own shares sold | 94 | 253 | 94 | 253 | ||
| Capital increase | 15,988 | 15,988 | ||||
| Conversion of preference shares into ordinary shares | 105 | 16 | -105 | -16 | ||
| Conversion of convertible bonds into ordinary shares | 51 | 51 | ||||
| AT 30.06/31.12 | 484,586 | 468,399 | 36,040 | 36,145 | 520,626 | 504,544 |
Note 13. Result per share
| (x 1,000 EUR) | 30.06.2017 | 30.06.2016 |
|---|---|---|
| Net result from core activities attributable to ordinary and preference shares |
69,289 | 59,974 |
| Net result from core activities for the period | 71,547 | 62,288 |
| Minority interests | -2,258 | -2,314 |
| Result on financial instruments attributable to ordinary and preference shares |
6,914 | -37,482 |
| Result on financial instruments for the period | 7,216 | -37,482 |
| Minority interests | -302 | |
| Result on portfolio attributable to ordinary and preference shares | -11,034 | 12,113 |
| Result on portfolio for the period | -10,909 | 12,586 |
| Minority interests | -125 | -473 |
| Net result attributable to ordinary and preference shares | 65,169 | 34,605 |
| Net result for the period | 67,854 | 37,392 |
| Minority interests | -2,685 | -2,787 |
| Result per share (in EUR) | 30.06.2017 | 30.06.2016 |
|---|---|---|
| Number of ordinary and preference shares taken into account in the calculation of the result per share |
21,308,500 | 20,984,249 |
| Net result from core activities per share - Group share | 3.25 | 2.86 |
| Result on financial instruments per share – Group share | 0.32 | -1.79 |
| Result on portfolio per share – Group share | -0.51 | 0.58 |
| Net result per share – Group share | 3.06 | 1.65 |
| Diluted result per share (in EUR) | 30.06.2017 | 30.06.2016 |
|---|---|---|
| Diluted net result - Group share | 63,086,894 | 30,237,244 |
| Number of ordinary shares entitled to share in the result of the period taking into account the theoretical conversion of convertible bonds and stock options |
22,412,156 | 20,341,837 |
| Diluted net result per share - Group share | 2.811 | 1.492 |
1 In accordance with IAS 33, the Mandatory Convertible Bonds issued in 2011 and the convertible bonds issued 2016 were taken into account in calculating the diluted net result per share at 30.06.2017 because they would have had a dilutive impact.
2 In accordance with IAS 33, the Mandatory Convertible Bonds issued in 2011 and the convertible bonds issued 2013 (bought back or redeemed in 2016) were not taken into account in calculating the diluted net result per share at 30.06.2016 because they would have had an accretive effect.
Note 14. Consolidation criteria and scope
Consolidation perimeter
| Name and address of the registered office | VAT or | Direct and indirect | |
|---|---|---|---|
| of subsidiaries held at 100 % by the Group | national number (NN) | interests and voting | |
| (full consolidation) | rights (in %) | ||
| BELLIARD III-IV PROPERTIES SA/NV Boulevard de la Woluwe/Woluwedal 58, 1200 Brussels |
not subject to taxation BE 475 162 121 |
100.00 | |
| BESTONE SA/NV | |||
| Boulevard de la Woluwe/Woluwedal 58, 1200 Brussels | BE 670 681 160 | 100.00 | |
| BOLIVAR PROPERTIES SA/NV | not subject to taxation | ||
| Boulevard de la Woluwe/Woluwedal 58, 1200 Brussels | BE 878 423 981 | 100.00 | |
| CASTORSTRAAT BV | |||
| Claudius Prinsenlaan 128, 4818 CP Breda (Netherlands) | NL 616 306 40 | 100.00 | |
| COFINIMMO INVESTISSEMENTS ET SERVICES SA | |||
| Avenue de l'Opéra 27, 75001 Paris (France) | FR 88 487 542 169 | 100.00 | |
| SCI AC NAPOLI | |||
| Avenue de l'Opéra 27, 75001 Paris (France) | FR 71 428 295 695 | 100.00 | |
| SCI BEAULIEU | |||
| Avenue de l'Opéra 27, 75001 Paris (France) | FR 50 444 644 553 | 100.00 | |
| SCI CHAMTOU | |||
| Avenue de l'Opéra 27, 75001 Paris (France) | FR 11 347 555 203 | 100.00 | |
| SCI CUXAC II | |||
| Avenue de l'Opéra 27, 75001 Paris (France) | FR 18 343 262 341 | 100.00 | |
| SCI DE L'ORBIEU | |||
| Avenue de l'Opéra 27, 75001 Paris (France) | FR 14 383 174 380 | 100.00 | |
| SCI DU DONJON | |||
| Avenue de l'Opéra 27, 75001 Paris (France) | FR 06 377 815 386 | 100.00 | |
| SNC DU HAUT CLUZEAU | |||
| Avenue de l'Opéra 27, 75001 Paris (France) | FR 39 319 119 921 | 100.00 | |
| SARL HYPOCRATE DE LA SALETTE | not subject to taxation | ||
| Avenue de l'Opéra 27, 75001 Paris (France) | NN 388 117 988 | 100.00 | |
| SCI LA NOUVELLE PINÈDE | |||
| Avenue de l'Opéra 27, 75001 Paris (France) | FR 78 331 386 748 | 100.00 | |
| SCI PRIVATEL INVESTISSEMENT | FR 13 333 264 323 | 100.00 | |
| Avenue de l'Opéra 27, 75001 Paris (France) | |||
| SCI RESIDENCE FRONTENAC | FR 80 348 939 901 | 100.00 | |
| Avenue de l'Opéra 27, 75001 Paris (France) | |||
| SCI SOCIBLANC | not subject to taxation | 100.00 | |
| Avenue de l'Opéra 27, 75001 Paris (France) | NN 328 781 844 | ||
| COFINIMMO LUXEMBOURG SA | not subject to taxation | ||
| Boulevard Grande-Duchesse Charlotte 56, | NN 100 044 | 100.00 | |
| 1331 Luxembourg (Luxembourg) | |||
| COFINIMMO SERVICES SA/NV | BE 437 018 652 | 100.00 | |
| Boulevard de la Woluwe/Woluwedal 58, 1200 Brussels |
| FPR LEUZE SA/NV | BE 839 750 279 | 100.00 |
|---|---|---|
| Boulevard de la Woluwe/Woluwedal 58, 1200 Brussels | ||
| GESTONE SA/NV | ||
| Boulevard de la Woluwe/Woluwedal 58, 1200 Brussels | BE 655 814 822 | 100.00 |
| GESTONE II SA/NV | ||
| Boulevard de la Woluwe/Woluwedal 58, 1200 Brussels | BE 670 681 259 | 100.00 |
| KAISERSTONE SA | ||
| Rue Eugène Ruppert 6, | B 202.584 | 100.00 |
| 2453 Luxembourg (Luxembourg) | ||
| LEOPOLD SQUARE SA/NV | not subject to taxation | |
| Boulevard de la Woluwe/Woluwedal 58, 1200 Brussels | BE 465 387 588 | 100.00 |
| PRIME BEL RUE DE LA LOI – T SPRL/BVBA | ||
| Boulevard de la Woluwe/Woluwedal 58, 1200 Brussels | BE 0463 603 184 | 100.00 |
| SUPERSTONE BV | NL 85.07.32.554.B.01 | 100.00 |
| Claudius Prinsenlaan 128, 4818 CP Breda (Netherlands) | ||
| TRIAS BEL LEOPOLD 2 – T SPRL/BVBA | BE 0863 981 770 | 100.00 |
| Boulevard de la Woluwe/Woluwedal 58, 1200 Brussels | ||
| TRIAS BEL SOUVERAIN – T SPRL/BVBA | ||
| Boulevard de la Woluwe/Woluwedal 58, 1200 Brussels | BE 0597 987 776 | 100.00 |
| WELLNESSTONE SA | ||
| Rue Eugène Ruppert 6, | not subject to taxation | 100.00 |
| 2453 Luxembourg (Luxembourg) | B 197.443 |
| Name and address of the registered office of the subsidiaries held by the Group, but with minority interests (full consolidation) |
VAT or national number (NN) |
Direct and indirect interests and voting rights (in %) |
|
|---|---|---|---|
| ASPRIA MASCHSEE BV | NL 81.89.06.108.B.01 | 94.90 | |
| Claudius Prinsenlaan 128, 4818 CP Breda (Netherlands) | |||
| ASPRIA UHLENHORST BV | NL 81.89.06.182.B.01 | 94.90 | |
| Claudius Prinsenlaan 128, 4818 CP Breda (Netherlands) | |||
| COFINIMUR I SA | FR 74 537 946 824 | 97.65 | |
| Avenue George V 10, 75008 Paris (France) | |||
| PUBSTONE GROUP SA/NV | not subject to taxation | ||
| Boulevard de la Woluwe/Woluwedal 58, 1200 Brussels | BE 878 010 643 | 90.00 | |
| PUBSTONE SA/NV | |||
| Boulevard de la Woluwe/Woluwedal 58, 1200 Brussels | BE 405 819 096 | 99.99 | |
| PUBSTONE PROPERTIES BV | |||
| Claudius Prinsenlaan 128, 4818 CP Breda (Netherlands) | NL 81.85.89.723.B.01 | 90.00 | |
| RHEASTONE SA/NV | BE 893 787 296 | 97.38 | |
| Boulevard de la Woluwe/Woluwedal 58, 1200 Brussels |
| Name and address of the joint ventures' registered office (equity consolidation) |
VAT or national number (NN) |
Direct and indirect interests and voting rights (in %) |
|---|---|---|
| COFINEA I SAS Avenue de l'Opéra 27, 75001 Paris (France) |
FR 74 538 144 122 | 51.00 |
Consolidation criteria
The consolidation criteria published in the 2016 Annual Financial Report have not been changed and are still used by the Cofinimmo Group.
Note 15. Transactions between related parties
There were no transactions between related parties in the first half of 2017 as meant in the IAS 34 standard and Article 8 of the Royal Decree of 13.07.2014.
3. Statement of compliance
The Board of Directors of Cofinimmo SA/NV assumes responsibility for the content of the 2017 Half-Year Financial Report, subject to the information supplied by third parties, including the reports of the statutory auditor and the real estate experts.
Mr. Jacques van Rijckevorsel, in his position as Chairman of the Board of Directors, Mrs. Inès Archer-Toper, Mrs. Diana Monissen, Mrs. Françoise Roels, Mrs. Cécile Scalais and Mrs. Kathleen Van den Eynde, Mr. Jean-Edouard Carbonnelle, Mr. Olivier Chapelle, Mr. Xavier de Walque, Mr. Xavier Denis, Mr. Jérôme Descamps and Mr. Maurice Gauchot, Directors,
state that, to the best of their knowledge:
-
- The 2017 Half-Year Financial Report contains a fair and true statement of the important events and, as the case may be, of major transactions between related parties that have occurred during the half year and their impact on the financial statements;
-
- The 2017 Half-Year Financial Report contains no omissions likely to significantly modify the scope of any statements made in it;
-
- The financial statements were prepared in accordance with applicable accounting standards and submitted to the statutory auditor for limited review. They give a fair and true picture of the portfolio, financial situation and results of Cofinimmo and its subsidiaries included in the consolidation. Moreover, the Interim Management Report provides the outlook for the result of the coming year as well as comments on the risks and uncertainties facing the company (see pages 2 to 9 of the 2016 Annual Financial Report and pages 31 to 34 of this 2017 Half-Year Financial Report).
For more information:
Ellen Grauls Benoît Mathieu Head of External Communication and Investor Relations Officer Investor Relations Tel.: +32 2 373 60 42 Tel.: +32 2 373 94 21 [email protected] [email protected]
About Cofinimmo:
Founded in 1983, Cofinimmo is today the foremost listed Belgian real estate company specialising in rental property and an important player in the European market.
The company owns a diversified property portfolio spread over Belgium, France, the Netherlands and Germany, worth over 3.4 billion EUR, representing a total surface area of over 1,810,000 m². Riding on demographic trends, its main investment segments are healthcare properties (45 %), offices (38 %), and distribution networks (16 %). As an independent company that consistently applies the highest corporate governance and sustainability standards, Cofinimmo services its tenants and manages its properties through its team of over 130 people, operating from Brussels. Cofinimmo is listed on Euronext Brussels (BEL20) and benefits from the fiscal REIT regime in Belgium (RREC), in France (SIIC) and in the Netherlands (FBI). Its activities are controlled by the Financial Services and Markets Authority, the Belgian regulator.
At 30.06.2017, its total market capitalisation stands at 2.3 billion EUR. The company pursues investment policies which seek to offer a high dividend yield and capital protection over the long term, targeting both institutional and private investors.
www.cofinimmo.com
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4. Appendices
4.1. Impact IFRS 9, IFRS 15 and IFRS 16 standards
Cofinimmo SA/NV did not apply the following new standards, interpretations and amendments that have been published but are not yet in force:
IFRS 9 - Financial instruments (effective 01.01.2018)
IFRS 9 was finalised and published by IASB in July 2014 and endorsed by the EU in November 2016. IFRS 9 contains the requirements for the classification and measurement of financial assets and financial liabilities, the impairment of financial assets, and the general hedge accounting. IFRS 9 will replace most parts of IAS 39 – Financial Instruments: Recognition and Measurement.
Based on an analysis of Cofinimmo SA/NV's situation as at 30.06.2017, IFRS 9 is not expected to have a material impact on the consolidated financial statements
With respect to the impairment of financial assets measured at amortised cost, including trade receivables and finance lease receivables, the initial application of the expected credit loss model under IFRS 9 will result in earlier recognition of credit losses compared to the incurred loss model currently applied under IAS 39. Considering the relatively limited amount of trade and finance lease receivables combined with the low associated credit risk, Cofinimmo SA/NV does however not anticipate a material impact on the consolidated financial statements.
The convertible bond does not meet the requirements to qualify as equity instrument in full or in part. The instrument contains embedded derivatives. In order to facilitate this instrument's valuation, Cofinimmo decided to value it at fair value. Changes in fair value are booked under the income statement.
Residual change in fair value of the convertible bond attributable to changes in credit risk will be booked under shareholders' equity; that which is attributable to changes in market conditions will be booked under the income statement.
IFRS 15 – Revenue from Contracts with Customers (effective 01.01.2018)
IFRS 15 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. Upon its effective date IFRS 15 will replace IAS 18 which covers revenue arising from the sale of goods and the rendering of services and IAS 11 which covers construction contracts and the related interpretations.
IFRS 15 is not expected to have a material impact on the consolidated financial statements of Cofinimmo SA/NV as lease contracts are excluded from the scope of the standard and represent the main source of income for Cofinimmo SA/NV. The principles of IFRS 15 are still applicable to the nonlease components that may be contained in lease contracts or in separate agreements, such as maintenance related services charged to the lessee. Considering however that such non-lease components are relatively limited in amount and mostly represent services recognised over time under both IFRS 15 and IAS 18, Cofinimmo SA/NV does not anticipate a material impact in that respect.
IFRS 16 – Leases (effective 01.01.2019)
IFRS 16 provides a comprehensive model for the identification of lease arrangements and their treatment in the financial statements of both lessees and lessors. It will supersede IAS 17 – Leases and related interpretations upon its effective date. IFRS 16 has not yet been endorsed at the EU level. Significant changes to lessee accounting are introduced by IFRS 16, with the distinction between operating and finance leases removed and assets and liabilities recognised in respect of all leases (subject to limited exceptions for short-term leases and leases of low value assets).
In contrast to lessee accounting, IFRS 16 substantially carries forward the lessor accounting requirements in IAS 17, and continues to require a lessor to classify a lease either as an operating lease or a finance lease.
As Cofinimmo SA/NV is almost exclusively acting as lessor, IFRS 16 is not expected to have a material impact on its consolidated financial statements. In the limited cases where Cofinimmo SA/NV is the lessee in contracts classified as operating leases under IAS 17 and not subject to the IFRS 16 exemptions (e.g. lease of cars, property used by the Group), a right-of-use asset and related liability will be recognised on the consolidated balance sheet.
4.2. Real estate experts' report
| Investment value | Fair Value | % Fair Value | |
|---|---|---|---|
| Healthcare | 1.609.750.000 | 1.549.273.000 | 45,2% |
| Offices | 1.327.154.000 | 1.294.785.000 | 37,8% |
| Distribution prop. net | 600.037.000 | 551.656.000 | 16,1% |
| Others | 30.080.000 | 29.346.000 | 0,9% |
| TOTAL | 3.567.021.000 | 3.425.060.000 | 100% |
4.3. Statutory auditor's report
Deloitte.
Cofinimmo SA/NV
Report on the review of the consolidated interim financial information for the six-month period ended 30 June 20t7
The original text of this report is in French and Dutch
Deloitte.
Report on the review of the consolidated interim financial information of Cofinimmo SA/NV for the six-month period ended 30 June 2Ol7
In the context of our appointment as the company's statutory auditor, we report to you on the consolidated interim financial information. This consolidated interim financial information comprises the consolidated condensed balance as at 30 June 20!7, the consolidated condensed income statement, the consolidated condensed statement of comprehensive income, the consolidated condensed statement of changes in equity and the consolidated condensed statement of cash flows for the period of six months then ended, as well as selective notes 1 to15.
Report on the consolidated interim financial information
We have reviewed the consolidated interim financial information of Cofinimmo SA/NV ("the company") and its subsidiaries (jointly "the group"), prepared in accordance with International Accounting Standard (IAS) 34, "Interim Financial Reporting" as adopted by the European Union.
The consolidated condensed balance shows total assets of 3 724 million EUR and the consolidated condensed income statement shows a consolidated profit (group share) for the period then ended of 65 million EUR.
The board of directors of the company is responsible for the preparation and fair presentation of the consolidated interim financial information in accordance with IAS 34, "Interim Financial Reporting" as adopted by the European Union. Our responsibility is to express a conclusion on this consolidated interim financial information based on our review.
Scope of review
We conducted our review of the consolidated interim financial information in accordance with International Standard on Review Engagements (ISRE) 2410, "Review of interim financial information performed by the independent auditor of the entity", 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 performed in accordance with the International Standards on Auditing (ISA) 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 on the consolidated interim financial information.
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Deloitte Bedrijfsrevisoren / Réviseurs d'Entreprises Burgerlijke vennootschap onder de vorm van een coöperatieve vennootschap met beperkte aansprakelijkheid / Société civile sous forme d'une société coopérative à responsabilité limitée Registered Office: Gateway building, Luchthaven Nationaal 1 I, B-1930 Zaventem VAT BE 0429.053.863 - RPR Brussel/RPM Bruxelles - IBAN BE 17 2300 0465 6L2L - BIC GEBABEBB
Conclusion
Based on our rev¡ew, nothing has come to our attention that causes us to believe that the consolidated interim financial information of Cofinimmo SA/NV has not been prepared, in all material respects, in accordance with IAS 34, "Interim Financial Reporting" as adopted by the European Union.
Zaventem, 27 July 20L7
The statutory auditor
DELOITTE Bedrijfsrevisoren / Réviseurs d'Entreprises BV o.v.v.e. CVBA / SC s,f.d. SCRL Represented by Rik Neckebroeck