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Covivio Interim / Quarterly Report 2009

Aug 19, 2009

1222_ir_2009-08-19_b2c76121-6b00-4940-9dbd-886ffefff293.pdf

Interim / Quarterly Report

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www.foncieredesregions.fr

HALF YEAR FINANCIAL REPORT 2009

CONTENT

A. MANAGEMENT
REPORT
1
1. MAJOR
TRANSACTIONS
OVER
THE
FIRST
HALF
OF
2009
1
2. BREAKDOWN
BY
BUSINESS
2
A.
FRANCE
OFFICE
2
B.
ITALY
OFFICE
6
C.
RESIDENTIAL
(FRANCE
AND
GERMANY)
9
D.
SERVICES
SECTOR
12
E.
LOGISTICS
15
3. ANALYSIS
OF
CONSOLIDATED
AND
GROUP
SHARE
BUSINESS
20
A.
CHANGE
IN
RENTAL
INCOME
20
B.
LEASE
SCHEDULE
(GROUP
SHARE)
21
C.
DISPOSALS
DURING
THE
FIRST
HALF
OF
2009
22
D.
PORTFOLIO
22
4. HALF
YEAR
FINANCIAL
STATEMENTS
23
A.
HALF
YEAR
INCOME
STATEMENT
23
B.
NET
ASSET
VALUE
BALANCE
SHEET
24
5. NAV
25
6. FINANCIAL
RESOURCES
26
A.
DEBT
STRUCTURE
26
B.
FINANCIAL
COVENANTS
28
C.
AVERAGE
BANK
DEBT
RATE
29
D.
RISK
MANAGEMENT
29
E.
HEDGING
30
7. POST-BALANCE
SHEET
EVENTS
31
8. ASSOCIATED
COMPANIES
31
9. OUTLOOK
31
B. 30 CONSOLIDATED
FINANCIAL
STATEMENTS
AT
JUNE
2009
32
1. FINANCIAL
STATEMENTS
32
2. APPENDIX
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
40
C. 2009 REPORT
OF
THE
STATUTORY
AUDITORS
ON
THE
SEMI-ANNUAL
FINANCIAL
STATEMENTS
76
D. CERTIFICATION
FROM
THE
PREPARER
77

A. MANAGEMENT REPORT

1. MAJOR TRANSACTIONS OVER THE FIRST HALF OF 2009

6 February 2009 : Foncière des Régions signed with Suez Environnement a lease regarding 42,000 sq.m in the Tour CB 21 in La Défense.

Foncière des Régions and Suez Environnement signed on the 6 of February a lease for the rent of 42,000 sq.m of the Tour CB 21 in La Défense, premier quartier d'affaires d'Europe.

This lease is fix on a 10 years and 3 months from the 2010. Surfaces will be delivered in two steps : 25% end 2009 and 75% mid-2010 (vs 2011 initially).

11 May 2009: sale of 4% of Foncière des Murs for 28 million

On account of the volume of disposals carried out, and in order to keep a portfolio structure focused on offices, Foncière des Régions decided to set the target level for its interests in Foncière Développement Logements and Foncière des Murs at 20%.

In this way, a 4% stake in Foncière des Murs was sold off for a total of €28 million on 11 May 2009 (€14 per share). Foncière des Régions now has a 25.1% stake in Foncière des Murs.

28 May 2009: strengthening of Foncière des Régions' capital by 187 million, with 87% of shareholders opting for the share-based dividend payment

Foncière des Régions announced the strengthening of its equity capital by €187 million as a result of 87% of shareholders taking up the share-based dividend payment option.

100% of the shareholders represented on the Foncière des Régions Supervisory Board opted for the sharebased dividend option.

The issue price for shares reissued as payment was set in a resolution at the General Meeting on 24 April 2009 at €34, i.e. 95% of the average closing prices for the 20 trading days preceding the date of this shareholders' meeting, less the amount of the net dividend (€5.3).

As a result, 5,489,897 new shares were created, delivered and admitted for trading on 29 May 2009. In the end, the amount of cash dividend payments was limited to €28 million, paid out on 29 May 2009. Further to this operation, the company's capital comprised 46,578,028 shares.

8 June 2009: strengthening of Foncière des Régions' stake in Foncière Europe Logistique following the 50 million capital increase carried out by Foncière Europe Logistique in June 2009

Foncière des Régions saw its stake increase from 60% to 67% following the €50 million capital increase carried out in June by Foncière Europe Logistique, with Foncière des Régions subscribing for €47 million.

The operation represented a gross total of €51,112,884, with the creation of 25,556,442 new Foncière Europe Logistique shares at a subscription price of €2 per share. In this way, 17,272,132 new shares were subscribed as of right through the exercising of subscription rights, and 8,284,310 shares in excess of right.

23 June 2009: new strategic agreement for Foncière des Régions and France Telecom

Foncière des Régions and France Telecom have signed an agreement aimed at consolidating their real estate partnership on 173 buildings (€887 million based on the appraised values at the end of 2008), owned by Foncière des Régions and occupied by France Telecom.

Following a first agreement signed in 2008, covering 155 buildings and providing for leases to be extended and buildings sold off, this new agreement makes it possible to continue with the process to adapt the real estate occupied by France Telecom in line with the company's current and future requirements. This protocol illustrates the real estate partnership established with France Telecom for several years now, while demonstrating Foncière des Régions' ability to find real estate solutions that create value for both the tenant and the owner.

The protocol signed is based on three sections:

– New leases: during the second half of the year, Foncière des Régions and France Telecom will sign new leases on 108 buildings in the Paris Region and in other major regional cities. These assets represented an appraised value of €754 million at the end of 2008, with €65 million in annualised rental income. The average term on the new leases signed will be a firm seven-year period, compared with a residual term of two years previously.

– Disposals of buildings: France Telecom has decided to acquire 65 assets, mainly in other French regions outside of Paris, for €133 million

– Greater flexibility: at the end of its new leases, France Telecom may, in line with its requirements, get technical and service areas redeveloped.

2. BREAKDOWN BY BUSINESS

Except if something different is indicated, all value indication in this part are based on fair value

A. FRANCE OFFICE

The France Office assets of Foncière des Régions primarily derive from sale and lease back, including those of France Telecom, EDF and Eiffage… but also from development transactions, such as CB21 and Carré Suffren.

Change in rental income

1. Receipted rental income

(€m) H1 2008 H1 2009 % % Like-for-like
France Télécom 92.5 84.1 –9.1% +6.9%
EDF 18.3 18.0 –1.6% +4.8%
Other offices* 31.2 25.1 –19.6% +12.9%
Total 142.0 126.7 –10.4% +7.8%

* Includes rents on hotels held by FDR of €2.5m in H1 2008 and €1.4m in H1 2009

The €15.3 million reduction in rental income between 2008 and 2009 was primarily due to:

– increase in like-for-like rental revenues: +€9.2m including +€7.6m linked to indexation

  • the vacating by GAN of CB 21: –€5m
  • disposals 2008/2009: –€19.5m

The like-for-like 7.8% increase in rents is principally due to:

  • indexation to the EDF and France Telecom portfolios
  • significant re-rentals in 2008, in particular:
  • a lease signed with Bourjois à Puteaux for €1.6m/year
  • a lease signed with Média Régie in Issy-les Moulineaux for €1.1m/year
  • a lease signed with Europe 1 for Levallois for €2.4m/year
  • two leases signed in Fontenay with BNO and Eurocis for a total of €1.1m
  • a lease signed with the Post Office in Lille for €1.1m/year

2. Annualised rents

(€m) Area (sqm) Number of
assets
Rents
Annualised
30/06/09*
%
France Télécom 1,212,709 403 165.4 65%
EDF 295,552 34 34.0 13%
Other offices 593,259 215 57.2 22%
Total 2,101,520 652 256.6 100%
Potential reversion –9.4%
* spot annualised rental income at 30.06.09

Approximately 80% of rental income is paid by major companies, such as France Telecom and EDF.

3. Rental activities

Despite difficult economic conditions, the rental business in the 1st half of 2009 showed significant successes, including:

– The signing of a 10 year 3 month lease with Suez Environnement for 42,000 sqm the first part of which is to be delivered in the 4th quarter of 2009 and the rest in June 2010. The residential premises are now being marketed.

– The rental of 5,100 sqm of office space at an average rent of# 113 €/sqm on 4 sites for a total full-year rent of €0.6m

As part of property management and our partnership with our major leasers, approximately €10m in rental income have been secured against lease extensions, in particular to adjust rents that could be not in line with market conditions.

4. France Telecom Partnership

After signing an initial agreement with France Telecom in March 2008 aimed at growing portfolio visibility (signing 6 to 12 year leases for €31m in rental income), Foncière des Régions signed a new agreement with France Telecom on 22 June 2009 for 94 sites (€58m in rental income).

This agreement has 3 parts:

– The sale of €133m of assets to France Telecom.

– Lease extensions agreed by France Telecom for fixed terms of between 3 and 12 years (€55m in rental income), accompanied in some cases by sales of parts of properties to France Telecom

– Property redevelopment on 15 sites in which France Telecom will benefit from special flexibility

This win/win agreement allows Foncière des Régions to: – protect is portfolio values by securing the leases by extending them (confirming the lasting nature of France Telecom)

– contribute to the sale plan for France Office, under favourable financial terms

– secure its cash-flow by extending the residual term of its lease portfolio (average term 3.4 to 5.6 years) – maximise property value in an essential part of the portfolio which includes some very high quality assets, while promoting harmonious coexistence with its technical facilities.

Thanks to successive agreements signed with France Telecom between 2007 and 2009, FdR's call-centre portfolio visibility is 80% (as % of leases).

5. Expiry schedule and vacancies

a. Lease Expiry Schedule

France Office rental income by the expiry date of firm leases in progress is broken down as follows:

Lease expiry schedule*
By date of
end of lease
As % of
total
2009 3.3 1.3%
2010 41.6 16.2%
2011 88.0 34.3%
2012 58.7 22.9%
2013 4.9 1.9%
2014 20.0 7.8%
2015 1.0 0.4%
2016 10.4 4.0%
2017 19.4 7.6%
2018 0.0 0.0%
2019 0.0 0.0%
Beyond 9.5 3.7%
€m 256.6 100.0%

* Based on 2008 annualised rental income

The not renegotiated EDF leases will expire in 2010. Concerning the France Telecom assets, these range in particular between 2011 and 2012. The average residual lease is thus 3.3 years in the France office sector, as opposed to 3.7 years at the end of 2008.

Note that the leases renegotiated during the first half of the year will take effect in the second half with a positive impact on the total residual term being +1.6 years

b. Vacancy rate and type

31/12/08 30/06/09
France Télécom 0.1% 0.3%
EDF 0.0% 0.0%
Other offices 3.5% 8.5%
Total 0.9% 2.2%

NB: spot financial vacancy

Spot financial vacancy at 30/06/2009 was 2.2%, i.e. an increase of 130 points on 31/12/2008. The change is due mostly to the freeing up of:

– 9,100 sqm by Astom in Meudon

– 18,900 sqm of office space by France Telecom at 8 sites

At 30/06/2009, the principal vacant spaces were:

– 11,480 sqm vacant in Diors, near Châteauroux

– 9,100 sqm vacant in Meudon,

– 3,942 sqm vacant in Gond Pontouvre; near Angoulême

– 3,932 sqm vacant in Marcq En Baroeul

6. Unpaid rent

€k At end 2008 At end June 2009
As % of annualised rents 0.5% 0.5%
Arrears 1,151 1,283

Arrears have remained steady since 31/12/2008 at 0.5% of annualised rents.

Assets

1. Disposals

(€m) Sales Sale Agreements Total Margins vs latest
appraised values
Yield rates
France Télécom 41.8 268.9 310.8
EDF 0 0 0
Other Offices* 45.7 11.9 57.5
Total 87.5 280.8 368.3 –4.7% 8.3%

In the first half of 2009, Foncière des Régions sold €87/5m of office assets.

Sales and promises produced a global capital loss of €18m, or 4.7% less than the appraised value at 31/12/208. This margin is in line with the movement in values seen in the first half of 2009. The transactions produced an average yield of 8.3%, a return close to the average rate of the France Office portfolio.

Three significant transactions should be noted: – a building complex in Lyon for €30.1m

– a building leased to France Telecom in Aubervilliers

for €10m

– a building leased to France Telecom in Strasbourg for €15m

2. Development projects

(€m) Book value
at 31/12/08
Investment for the
period (incl financial
expenses)*
Fair Value
change
Value at
Balance sheet
30/06/09
Outstanding
construction work
Carré Suffren / CB 21 562 44 –67 538 125

Carré Suffren: Office building located in the 15th arrondissement in Paris, 60%-owned in partnership with Prédica: 25,000 sqm entirely restructured near the Eiffel Tower. The works budget amounts to €69m of which €58m was already disbursed at 30/06/2009. This property is composed of three 10-14 sttorey buildings arranged around a central garden.

CB 21: Following the acquisition of the CB 21 Tower in La Défense, in July 2007, a 10 year 3 month lease was signed in February 2009 with Suez Environnement for 60% of the surface area. The total rent amounts to €20.2m which is €510 / sqm. Work began in January 2009. Twelve storeys are forecast for delivery in 4th quarter 2009, and the remaining areas at the end of June 2010. The residential areas are currently being marketed.

3. Property improvements

a. Changes in portfolio

(€m) Value
excl TD
31/12/08
Yld
31/12/08
Change in value Reclass. Acquisitions Disposals Investments* Value
excl TD
30/06/09
Yld excl TD
30/06/09
France Télécom 1,925 8.20% –47 0.0 –44 2 1,836 9.00%
EDF 402 8.50% –20 0.0 0 2 384 8.90%
Other Offices 812 7.50% –38 –10 0.0 –45 0 720 7.70%
Operating assets 3,140 8.10% –105 0.0 –89 5 2,941 8.70%
Assets in development 626 NA –111 8 0.0 0 44 567 NA
Total 3,766 NA –216 –2 0.0 –89 49 3,507 NA

* Work and carrying cost

Geographic breakdown*
(€m) Value excl TD
30/06/09
%
Paris 1,001 29%
IDF 1,389 40%
Regions 1,117 32%
Total 35,075 100%

* Excluding development

At 30/06/2009, the France Office assets were valued at €3,533 million on the Foncière des Régions balance sheet, i.e.:

– €3,295 million in investment properties and properties intended for sale, recorded at appraised value, (including the CB 21 project)

– €238m operating assets and investments in progress, primarily the various premises dedicated to personnel, Carré Suffren. These assets have a appraisal value as indicated below.

b. Change on a like-for-like basis

Change in assets on a like-for-like basis
(€m) Value excl TD
30/06/09
Change
6 months
Rent effect
6 months
Rates effect
6 months
Yld excl TD
30/06/09
Yld excl TD
31/12/08
Change
in bps
France Télécom 1,836 –2.2% +7.9% –10.2% 9.0% 8.5% +50 bps
EDF 384 –4.4% +0.1% –4.6% 8.9% 8.2% +70 bps
Other Offices 720 –4.4% –2.8% –1.6% 7.7% 7.5% +20 bps
Total in progress 2,941 –3.0% +4.4% –7.4% 8.7% 8.1% +60 bps
Total incl development 3,507 –5.3% +4.4% –9.7% 8.3% +62bps

On a like-for-like basis, the value of France Office assets fell by 3%: the 7.4% decline in capitalisation rates was partially offset by a 4.4% increase in rental income.

B. ITALY OFFICE

Founded in 1904 and listed on the Milan Stock Exchange since 1999, Beni Stabili is among the top Italian listed real estate companies. The portfolio of Beni Stabili is comprised primarily of offices located in cities in North and Central Italy, in particular Milan and Rome.

Change in rental income

1. Receipted rental income

(€m) H1 2008 H1 2009 Change %
Long-term
portfolio 83.5 86.9 3.4 4.1%
Dynamic Portfolio 22.1 19.5 –2.6 –11.8%
Subtotal 105.7 106.5 0.8 0.8%
Development
Portfolio 1.1 0.6 –0.5 –42.7%
Total 106.8 107.1 0.3 0.3%

The €0.3M increase in rental income between first-half 2008 and first-half 2009 is due primarily to:

Rents H1 2008 (€m) 106.8
Indexation (CPI) +2.1
Rentals and re-rentals +2.0
Acquisition +1.1
Disposals –2.5
Vacant assets for sale or being renovated –1.6
Rental release –0.8
Rents H1 2009 107.1

2. Annualised rental income

(€m) H1 2008 H1 2009 % Like-for-like
Long-term Portfolio 173.9 177.8 +3.5%
Dynamic Portfolio 40.7 36.3 –2.2%
Development Portfolio 1.3 1.2 –5.5%
Total 215.9 215.4 +2.5%*

* Excluding development

The main tenant (Telecom Italia) represents 51.8% of the Long term portfolio rental revenues

3. Indexation

The annual indexation adjustment in rents is calculated by taking 75% of the increase in the consumer price index (CPI) and applying it at each anniversary of the date of signing the contract.

The following table shows the change in the CPI in Italy over the first six months of 2009:

% January
2009
February
2009
March
2009
April
2009
May
2009
June
2009
Average
CPI 1.5 1.5 1.0 1.0 0.7 0.4 1.0

4. Rental activities

In the first half of 2009, the following property management business was also conducted:

(€m) Number of
leases
Area in
thousands of sqm
Annualised
rents
New leases 3 0.9 0.2
Re-rentals 20 19.3 2.7
Total 23 20.2 3.0

5. Expiry date and vacancy

a. Lease Expiry Schedule

Italy Office rental income by the expiry date of firm leases in progress breaks down as follows:

Lease payment schedule*
By lease
expiry date
As % of
total
2009 2.8 1.3%
2010 8.2 3.8%
2011 29.0 13.5%
2012 8.0 3.7%
2013 15.3 7.1%
2014 13.0 6.1%
2015 1.2 0.6%
2016 2.2 1.0%
2017 2.8 1.3%
2018 1.1 0.5%
2019 7.0 3.3%
2020 1.0 0.5%
2021 122.3 56.8%
2022 1.2 0.5%
2013 0.0 0.0%
€ millions 215.4 100.0%
Residual term of leases (in
years) 9.0

b. Vacancy rate and type

The spot financial vacancy at 30/06/2009 was 2.1% for the long-term portfolio compared to 2.4% at 31/12/2008. This contraction is due to the improvement in the financial vacancy of assets under light renovation and to assets maturing.

(€m) Vacancy end
June 2008
Vacancy end
June 2009
Long-term portfolio 1.3% 1.4%
Dynamic Portfolio 35.8% 36.9%
Development portfolio 90.2% 90.8%
Total 14.9% 15.3%

* Based on annualised rental income

Leases expiring in 2021 relate to Telecom Italia.

Assets

1. Disposals

(€m) Disposals* Disposal
agreements
Total Margin vs latest
appraised value
Yield
rates
Total 37.8 202 239.8 +5.4% 2.3%

* Excluding H1 disposal of fund share for €6.7m

At 30/06/2009, the Beni Stabili Group sold new assets for a gross sales price of €37.8m and signed 12 preliminary agreements for a gross sales price of €202.0m, the total coming to €239.8m.

The sales conducted in the first half of 2009 corresponds to the Beni Stabili Group's strategy aimed at improving its net debt and loan-to-value ratio as well as reducing its concentration in telecoms.

Gross capital gains realised relative to market value on completed sales plus promised sales were €12.4m.

2. Development projects

a. Asset deliveries

The following is the project development strategy for 2009:

– Completion of development projects in progress;

– Extension of development plans for projects that are not in pre-rental.

As of 30/06/2009, Milano via Bergamo/Fogazzaro (raising of 3 additionnal floors of existent building) was delivered:

b. Assets under development

Assets Delivery Budget (€m) Area (sqm)
Via Strada – Rozzano July 2009 30.8 11,628
Milan – Piazza Freud (Tower B) January 2001 92.6 16,181
Milan – Galleria del corso April 2011 77.3 5,750
Milan – Rippamonti June 2013 167.0 57,914
Milan – Via Schievano June 2013 61.6 21,292
Padova – Via Degli Zarabella September 2013 45.3 8,513
Milan – Piazza Sigmund Freud (Accesori) na na 4,473
Milan – Piazza Sigmund Freud (Corpo C) na na 6,712
Milan – Via Vittorini na na 29,000
Total 474.6 161,463
Turin – Corso G Marconi 10 September 2009 12.3 17,169
Turin – Corso G Marconi 10 June 2010 18.4 16,896
Turin – Via Dante September 2013 46.5 33,960
Turin – Via Caraglio December 2015 66.7 58,399
Total 143.8 126,424
Total development projects 618.4 287,887

The book value of assets under development was €324.0m, up €21.7m in the first half of 2009 due to: – Investment spending and other capitalised disbursements of €24.0m;

– Depreciation in the form of €9.6m impairment loss;

– Reclassification of the Garibaldi complex (originally split into two buildings, subsequenty into four) for +€7.3m.

The main projects in progress in 2009 are:

– 7 Rozzano Strada: Renovation of an office building near the Milan ring road.

– Turin, 10 via Marconi: Renovation of a property in the city centre (former Fiat headquarters) to renew and reorganise the interior spaces and restore the facades. The work will be completed next quarter;

– Milan, Tower B: Major restructuring of the Garibaldi Tower near one of Milan's main train stations. Works will be completed within January 2010;.

3. Asset valuation

a. Asset valuations

(€m) Value
excl TD
31/12/08
Yld
31/12/08
Change in value Acquisitions Disposals Investments Reclassification Value
excl TD
30/06/09
Yld
30/06/09
Long-term Portfolio 3,102.0 5.7% –40.4 0.0 0.0 2.0 –7.3 3,056.3 5.8%
Dynamic Portfolio 1,050.1 3.8% –16.2 0.0 –36.7 2.9 0.0 1,000.1 3.6%
Total excl
development
4,152.2 5.2% –56.6 0.0 –36.7 4.9 –7.3 4,056.4 5.3%
Development Portfolio 278.2 0.4% –14.4 0.0 0.0 21.1 7.3 292.2 0.4%
Total 4,430.4 4.9% –71.0 0.0 –36.7 26.0 0.0 4,348.6 5.0%
Geographic breakdown
(€m) Value excl TD
30/06/09
%
Milan 1,780.0 40.9%
Rome 412.3 9.5%
Other 2,156.3 49.6%
Total 4,348.6 100.0%

b. Change on a like-for-like basis

Change in assets on like-for-like basis
Italy Office (M€m) Value excl TD
30/06/09
Change
6 months
Rent
effect
6 months
Rates
effect
6 months
Yld excl TD
30/06/09
Yld excl TD
31/12/08
Change
in bps
Long-term portfolio 3,056.3 –1.3% 0.2% –1.5% 5.8% 5.7% +11 bps
Dynamic Portfolio 1,000.1 –1.6% 0.3% –1.9% 3.6% 3.7% –5 bps
Total excl development 4,056.4 –1.4% 0.2% –1.6% 5.3% 5.2% +7 bps
Development portfolio 292.2 –5.1% 2.9% –7.9% 0.5% 0.4% +2 bps
Total 4,348.6 –1.6% 0.2% –1.8% 5.0% 4.9% +8 bps

Beni Stabili contracted by 1.6% like-for-like. Whereas the Long Term and Dynamic portfolios experienced similar changes dropping 1.4% like-for-like, the Development portfolio underwent the biggest change, falling 5.1%. The general downturn in development assets was €14.4m, related to significant uncertainties about these types of projects.

C. RESIDENTIAL (FRANCE AND GERMANY)

Foncière Développement Logements, 38.2%-owned by Foncière des Régions, is a listed real estate investment company (SIIC) specialised in the ownership of residential properties, present in France and in Germany.

Changes in rental income

1. Receipted rental income

FDL (€ millions) H1 2008 H1 2009 %
France 23.9 23.1 –3.2%
Germany 82.4 82.6 +0.1%
Total 106.4 105.7 –0.6%

Foncière Développement Logements generated €105.7m rents in the first half of 2009, which was largely in line with the first half of 2008.

This change includes:

  • operational start of new programmes (Villenave d'Ornon and Datteln): + €0.2m
  • disposals reallsed in second half 2008 and first half 2009: -€3.1m
  • like-for-like increase in rental income: + €2.2m

2. Receipted rents like-for-like basis

Change on
like-for
FDL (€m) H1 2008 like basis H1 2009 % Like-for-like
France 22.2 0.7 22.9 +3.3%
Germany 81.1 1.5 82.6 +1.8%
Total 103.3 2.2 105.5 +2.1%

3. Indexation

Rents collected by FDL in France indexed to the rent price index (Indice de Révision des Loyers or "IRL"). The latest IRL which appeared in second half 2009 was 117.59, up 1.31% year on year.

4. Annualised rents

Rental income
(€ millions)
FDL (€ millions) Number of assets* Annualised 30/06/09* Potential reversion
France 3,800 45.6 16%
Germany 44,700 167.4 18%
Total 48,500 213.0 17%

* spot annualised rental income at 30/06/09

Annualised rents at 30 June 2009 were €213m. On a like-for-like basis, this rental income increased by 2.2% in France and by 1.6% in Germany over six months; this change was due in particular to rental income from re-rentals and from maximising property occupancy rates.

5. Vacancy

The vacancy rate of operating assets held by Foncière Développement Logements were in line with 31 December 2008 at 1.7%.

Transferable
FDL Operating vacancy vacancy Total vacancy
France 1.5% 11.0% 7.1%
Germany 1.7% 6.6% 3.7%
Total 1.7% 7.3% 4.0%

6. Unpaid rent

As % of annualised rents At end 2008 At end June 2009
France 6% 7%
Germany 2% 2%
Total 3% 3%

At June end 2009, French arrears represented 7% of annualised rental income excluding expenses. They remained steady in Germany at 2% of annualised rental income.

Assets

1. Disposals

FDL (€ millions) Sales Sale
Agreements
Total Margin vs latest
appraised values
Germany 30.2 21.7 52.0 10%
France 34.9 44.5 79.4 3%
Total 65.2 66.2 131.4 6%

At 30 June 2009, proceeds from sales realised in France and Germany amounted to €65.2m After incorporating promises of sale, this figure was €131.4m.

Sales were made at margin levels that were 6% higher than appraisal values (overall) at the end of 2008 and amounted respectively to 3% (in France) and 10% (in Germany).

As a long-term residential operator, FDL follows a measured asset rotation policy. In terms of value, the assets sold in first half 2009 represented 1.8% of FDL's total assets at 31 December 2008 (3% in France and 1% in Germany).

Its buyer profile is as follows:

– individuals and renters 37%

– institutional investors 63%

2. Development projects

a. Asset deliveries

A residence for senior citizens comprising 17 dwellings in Datteln in Germany began operating in the first half of the year. At 30 June 2009 this building's overall valuation was €2.4m excluding transfer duties.

b. Assets under development

Budget
total
(€ millions)
Number of
housing units
Delivery date Book value
at 31/12/08
Investment
for the period
(incl financial
expenses)*
Start of
operations/
Provision
Book value
at 30/06/09
Outstanding
construction
work
Lyon 10.9 40 Beguining Nov. 2009 7.5 1.8 0.0 9.3 1.6
Manosque 7.8 45 End July 2009 2.0 3.0 0.0 4.9 2.9
Total 18.7 85 9.5 4.8 0.0 14.3 4.4

Foncière Développement Logements is expecting the delivery in June and November 2009 of 85 homes purchased in pre-construction (VEFA)7 in Manosque (PACA region) and in Lyon. The total investment amounts to €18.7 million.

3. Property improvements

a. Changes in portfolio

FDL
(€ millions)
Value excl TD
31/12/2008
Yld
31/12/2008
Change in
appraised values
€m
Acquisitions Appraised
value of
disposals
Investments* Value excl TD
30/06/2009
Yld
30/06/2009
France 1,022.6 4.5% –16.7 33.9 972.0 4.7%
Germany 2,454.5 6.8% –1.5 27.5 2.4 2,427.9 6.9%
Total 3,477.1 6.1% –18.2 61.4 2.4 3,399.9 6.3%
* Work and carrying cost

At 30 June 2009, the assets of Foncière Développement Logements were valued at €3.4 billion overall excluding transfer duties. The projects under development are posted on the balance sheet as investments in progress at their acquisition cost in the amount of €14.3 million.

b. Geographic breakdown

The assets owned by FDL are located in France and Germany.

FDL (€ millions) Value excl TD
30/06/2009
%
France 972.0 29%
Germany 2,427.9 71%

The assets owned by FDL in France are located in Paris and the Ile-de-France (61%), and in large metropolitan regions (39%). The assets owned by FDL in Germany are located in North Westphalia in the Rhineland.

c. Change in assets like-for-like basis

(€ millions) Value TD
30/06/2009
Var.
Change
6 months
Impact
rents
Change
6 months
Impact
rates
Change
6 months
Yield excl.
31/12/08
31/12/2008
Yield excl.
31/12/08
30/06/2009
Change
in bps
France 972.0 –1.7% 2.2% –3.9% 4.5% 4.7% 20
Germany 2,427.9 –0.1% 1.5% –1.7% 6.8% 6.9% 10
Total 3,399.9 –0.5% 1.7% –2.3% 6.1% 6.3% 15

On a like-for-like basis over six months, the overall value excluding transfer duties of the properties held by FDL decreased by 0.5% or €18.2m:

– The assets held by FDL in France, valued overall at €972.0 million excluding transfer duties, declined by 1.7%. This slide was due essentially to a 20 bps increase in the capitalisation rate offset by a 2.2% half-year increase in rents, on a like-for-like basis.

– In Germany, the 1.5% like-for-like increase in rents also just offset a 10 bps increase in interest rates, more so than in France, as the German business perimeter shrank by 0.1% over the six month period.

D. SERVICES SECTOR

Foncière des Murs, 25%-owned by Foncière des Régions, is a Listed Real Estate Investment Company (SIIC) specialised in service sector especially in the hotel, restaurant, health and leisure sectors. The company's investment policy promotes partnerships with leading business sectors operators to offer shareholders recurring returns.

Change in rental income

1. Receipted rental income

FDM (€m) H1 2009 H1 2008 % % like
for-like
Hotel 59.1 60.5 –2.3% –5.2%
Health 13.8 13.4 +2.9% +1.5%
Restaurants 13.2 12.7 +3.9% +1.6%
Leisure 14.9 12.4 +19.8% +5.6%
Total 100.9 99.0 +1.9% –1.8%

Foncière des Murs revenue was €100.9m for the 1st half of 2009, a 1.9% increase on 2008, due to:

– acquisitions realised in 2008 amounting to €2.2m, in particular:

in the healthcare sector, the acquisition of two clinics operated by Korian or its subsidiaries for €0.2m

in the food service sector, the acquisition of 4 Quick for €0.2m

in leisure, the acquistion of the Kempense Meren Sunparks village and three Jardiland garden centers for €1.8m

– the impact of rent indexation on healthcare, food industry and leisure portfolios, for €1.1m

– the fall in rents in the hotel sector linked to the €1.4m drop in revenue posted by Accor hotels.

The Korian portfolio benefited in June from indexation to the 2.8% IRL for the current year in the first half.

The Jardiland portfolio posted in January its first indexation (of +3.5%) against the IRL since its acquisition in July 2007 A second indexation of one-third of the portfolio to the construction cost index (ILC) and two-thirds of the portfolio to the IRL will take place in July. The Sunparks portfolio benefits from indexation (to the Belgian Health Index) since September 2008.

2. Annualised rental income

FDM (€m) Annualised
rents
30/06/09*
% Number
assets
Hotel 115.0 59% 199
Health 25.5 13% 57
Restaurants 26.3 13% 174
Leisure 29.8 15% 63
Total 196.6 100.0% 493

* spot annualised rental income

Annualised rental income breaks down primarily as Accor (59%), Korian (11 %), Quick (9%) and Jardiland (8%).

3. Lease expiry dates

FDM By lease
expiry date
As % of
total
2009
2010
2011 2.9 1%
2012
2013
2014
2015
2016
2017 71.6 37%
2018 42.4 22%
2019 55.6 28%
Beyond 24.1 12%
€m 196.6 100%

* Based on H1 2009 annualised rental income

The residual term of leases was 9.5 years at 30/06/2009 compared to 9.9 years at 31/12/2008. The underlying reduction in term was offset somewhat by the Club Méditerranée lease extension.

Portfolio

1. Disposals

In June 2009, Foncière des Murs sold to Foncière Sagesse Retraite the buildings of four residential care facilities for the elderly (Etablissements d'Hébergement pour Personnes Agées Dépendantes or EHPAD), leased to the Korian Group for a book value of €39m. In May 2009, Foncière des Murs also sold shares in an Italian fund which wholly owned all its Italian assets with a book value of €41m.

2. Development projects

In acquiring the Sunparks portfolio, Foncière des Murs signed a partnership agreement with Pierre & Vacances to implement upgrades and renovations at four holiday villages.

Similarly, the agreement between Foncière des Murs and the Portuguese branch of Club Méditerranée SA

3. Asset valuation

a. Changes in portfolio

provides for renovation work to upgrade the holiday village to 4-Trident category.

Overall, the work commitment is €26.7 million, of which €13.7 million was already financed at 30 June 2009.

Following this construction work, additional rent generated therefrom is expected to be 6.5% at Sunparks and 6.9% at Club Méditérranée.

FDM (€m) Value excl TD
31/12/08
Yld
31/12/08
Change
in value
Acquisitions Disposals* Investments** Value excl TD
30/06/09
Yld
30/06/09
Hotel 1,919 6.4% –150 –31 +2 1,740 6.6%
Health 430 6.5% –19 –49 362 7.1%
Restaurants 408 6.4% –35 373 7.0%
Leisure 473 6.2% –23 +5 455 6.6%
Total 3,230 6.4% –227 –80 +7 2,930 6.7%

* Including exit from business scope

** Work and carrying cost

Foncière des Murs assets fell from €3,205 million to €2,930 million. This drop is due primarily to the change in the fair value of assets during the half year (down €227m) as well as sales of assets and deconsolidation (€30m).

b. Geographic breakdown

The assets of Foncière des Murs are located in France, Belgium, and Portugal.

FDM (€m) Value excl TD
30/06/09
%
Paris 400 14%
Ile de France 646 22%
Regions 1,544 53%
Foreign 340 11%
Total 2,930 100%

c. Change on a like-for-like basis

FDM (€m) Change in assets on a like-for-like basis
Value excl TD
30/06/09
Change
6 months
Rent effect
6 months
Rates effect
6 months
Yld excl TD
30/06/09
Yld excl TD
31/12/08
Var. Change
in bps
Hotel 1,740 –7.8% –5.1% –2.7% 6.6% 6.4% 20 bps
Health 362 –5.1% 4.1% –9.2% 7.1% 6.4% 62 bps
Restaurants 373 –8.5% 0.0% –8.5% 7.0% 6.4% 60 bps
Leisure 455 –4.7% 1.8% –6.4% 6.6% 6.1% 41 bps
Total 2,930 –7.0% –2.2% –4.7% 6.7% 6.4% 33 bps

Portfolio changes break down as follows:

– The hotel sector fell €147.2m, i.e. down 7.8% like-for-like compared to 31/12/2008, due to a combination of factors:

  • -Drop in rents
  • -Impact of the yield revision

– The healthcare sector posted a 5.1% reduction over the six months. The yields used by the auditors were 62 bps higher than those used for 31 December 2008. The 4.1% increase in rents did not match the increased yields over the period.

– In the food sector, the 8.5% like-for-like reduction compared with 31/12/2008 is due to the change in yield rates (up 60 bps).

– The 4.7% fall over six months in the leisure sector is linked to the 41 bps increase in yields, which is greater than the increase in rents generated by the financing of improvement works by Club Med and Sunparks, and by the indexation of Jardiland.

E. LOGISTICS

Foncière Europe Logistique, a subsidiary of Foncière des Régions owned at 67.1%, is a listed real estate investment trust (SIIC) specialised in logistics assets and business parks.

Change in rental income

1. Receipted rental income

FEL (€ million) H1 2008 H1 2009 %
France Logistics 25.1 25.4 1.2%
Germany Logistics 5.9 4.2 –29.5%
Light industrials 8.9 9.2 3.4%
Garonor 8.4 8.3 –1.5%
Total 48.3 47.0 –2.6%

The change in rental income between 30 June 2008 and 30 June 2009 represents –€1.3 million, with this contraction primarily due to revenues at 30 June 2008, which include a €1.2 million exit payment on the Germany logistics scope. Excluding this payment, the level of rent billed is down slightly.

2. Receipted rental income like-for-like

FEL (€ million) H1 2008 Reletting Termination Indexing Other* H1 2009 % like-for-like
France Logistics 23.9 1.6 –2.2 0.7 –0.8 23.2 –2.8%
Germany Logistics 4.6 0.3 –0.6 0.0 –0.3 4.1 –10.9%
Light industrials 8.9 0.3 –0.5 0.4 0.0 9.2 +2.6%
Garonor 8.4 0.6 –1.0 0.4 0.0 8.3 –1.4%
Total 45.8 2.8 –4.3 1.5 –1.1 44.7 –2.3%

* Renegotiations

The change in rental income on a like-for-like basis represents –2.3%.

Breakdown on a like-for-like basis:

– On the France and Germany Logistics scope, the reduction in annualised rental income primarily reflects the increase in the vacancy rate and the drop in new leases signed, although in line with market rental values. – On the Light industrials scope, the 2.6% increase in rental income is due to relettings and indexing, which have offset the exits.

– Lastly, on the Garonor scope, the 1.4% drop is due to an increase in the vacancy rate.

3. Indexation

Indexing is calculated based on the cost of construction index (ICC) in France and the consumer price index in Germany. On the entire portfolio, around 15 tenants have restricted indexing, varying in most cases between 1.5% and 3.5%.

4. Annualised rental income

FEL (€ million) Area (sq.m) Number of
assets***
Annualised
rental income
(€ million)
30 Jun 09*
%
France Logistics 1,068,725 29 51.7 55.0%
Germany Logistics 203,828 7 8.4 8.95%
Light industrials 238,863** 4 19.2 20.4%
Garonor 357,275 1 14.4 15.65%
Total 1,868,691 41 93.7 100%
Potential reversion –7.7%

* Spot annualised rental income at 30 June 09

** Excluding Halle Sernam and Tri Postal assets

*** One site is considered to represent one asset

5. Rental activities

The rental business over the first half of 2009 was very active, with nearly 219,000 sq.m of leases signed, based on the following breakdown:

FEL (sq.m) France
Logistics
Germany
Logistics
Business
Parks
Garonor Total
Total entries in 2009 181,593 15,010 6,885 15,390 218,878
Of which, renewals 138,808 0 3,356 0 142,164
Of which, new lets 42,785 15,010 3,529 15,390 76,714

The main transactions were as follows:

Renewals Tenants Area (sq.m)
Cergy 6 Lear 17,454
Bussy Saint George Décathlon 24,939
Gennevillier CAT 22,205
Reventin Easydis 32,500
Salon de Provence DHL Solutions 26,335
Corbas Corbège ADG 15,375
Newly signed
Wuppertal Gefco 15,010
Saint Quentin Fallavier MGF Logistique 9,660
Sénart bât 3 Herbrich Logistique 7,367
Corbas Corbège ADG 6,089
Corbas 24 aout SLS 4,677
Sénart bât 5 GOLS 3,892

During the first half of 2009, all of these leases signed can be broken down as follows for each portfolio:

– On logistics: 16.3% of leases renegotiated or newly signed over the first half of the year, representing €9.8 million in annual rental income

– On Light industrials: 4.6% of leases renegotiated or newly signed over the first half of the year, representing €0.9 million in annual rental income

– On Garonor Aulnay: 5% of leases renegotiated or newly signed over the first half of the year, representing €0.7 million in annual rental income. Over the first half of 2009, the 10 largest accounts accounted for 30% of annualised rental income.

6. Lease schedule and vacancy

a. Lease schedule

The firm residual term of the leases in place was 2.9 years at 30 June 2009, stable in relation to the end of 2008 (2.9 years), with the following profile:

Lease expiry schedule*
FEL By lease
end date
% of
total
2009 1.48 1.58%
2010 18.24 19.46%
2011 22.59 24.10%
2012 21.24 22.66%
2013 10.96 11.69%
2014 2.24 2.39%
2015 3.14 3.35%
2016 8.15 8.69%
2017 2.49 2.66%
2018 1.23 1.31%
2019 1.40 1.49%
Beyond 0.58 0.62%
€ million 93.74 100.00%

* Based on 2009 annualised rental income

b. Vacancy rate and type

FEL Vacancy at 30 Jun 09*
sq.m % sq.m %
France Logistics 116,214 8.3% 99,044 7.0%
Germany Logistics 21,916 10.8% 12,172 6.8%
Light industrials* 22,818 9.7% 4,907 2.2%
Garonor** 83,494 20.7% 71,461 19.5%
Total 244,442 11.0% 187,584 8.5%

* Spot financial vacancy rate

** Excluding vacancies not available for letting

The level of vacancies has increased by 56,858 sq.m since 31 December 2008 following the departure of several tenants from assets that have been only partially relet since. On the entire portfolio, we have 133,672 sq.m for outgoing tenants, compared with 76,714 sq.m for incoming tenants and 142,164 sq.m in leases renewed over the same period.

7. Unpaid rent

At end 2008 At end June 2009
% of annualised rental income 6.1% 5.8%
Unpaid rent €6 million €5.5 million

At 30 June 2009, the level of unpaid rent was down €0.5 million compared with 31 December 2008, with 45% for pre-litigation cases (unpaid for less than three months) and the rest under litigation cases.

Portfolio

1. Disposals

FEL (€ million) Sales Sale
agreements
Total Margin
vs. latest
appraised
values
Yield rate
Sénart 7 20.0 0 20.0 –4.0 7.7%
Steinhagen 3.6 0 3.6 –0.8 10.1%
Aulnay 24 3.7 0 3.7 +0.1 8.3%
Total 27.3 0 27.3 –4.7 8.1%

Foncière Europe Logistique sold off three assets, with a total margin of –€4.7 million or –14.7% in relation to the appraised values.

2. Acquisitions

Fonciere Europe Logistique did not acquire any assets during the first half of 2009.

3. Development projects

a. Asset deliveries

In 2008, Foncière Europe Logistique delivered its four main development operations launched in 2007 in Bollène (30,000 sq.m), Dunkirk (22,000 sq.m), Corbas (15,000 sq.m) and Chalon sur Saône (11,500 sq.m).

No deliveries took place during the first half of 2009.

4. Portfolio value

a. Change in the absolute portfolio value

FEL (€ million) Value
excl. TD
31 Dec 08
Yield
31 Dec 08
Value adjustment Acquisitions Disposals Investments* Value
excl. TD
30 Jun 09
Yield
30 Jun 09
France Logistics 722.9 8.2% –77.1 0 –24 1.3 623.2 9.2%
Germany Logistics 120.1 8.1% –5.7 0 –4.4 0.1 110.1 8.5%
Light industrials 224.8 8.6% –8.4 0 0 0.3 216.7 9.0%
Garonor 246.9 7.6%*** –38.6 0 –3.6 0.4 205.0 8.1%
Assets under
development** 25.8 –3 0 0 0 22.8
Total 1,340.5 –132.8 0 –32 2.1 1,177.8
Total excluding
development 1,314.7 8.1% –129.8 0 –32 2.1 1,155 8.9%

* Work and carrying cost

** Appraised value

*** After restatement for flat-rate costs. Before restatement = 8.1%.

The changes in scope over the first half of 2009 are linked to the disposals carried out.

Regional breakdown
Value excl. TD
30 Jun 09
%
Paris 122.3 10.4%
Paris Region 633.0 53.7%
Other French regions 312.4 26.5%
Germany 110.1 9.4%
Total 1,177.8 100.0%

b. Like-for-like change

Like-for-like change in portfolio
FEL (M€) Value
excl. TD
30 Jun 09
Change
6 months
Rent effect
6 months
Rate effect
6 months
Yield
excl. TD
31 Dec 08
Yield
excl. TD
30 Jun 09
Change
(bp)
France Logistics 623 –10.84% –0.45% –10.39% 8.21% 9.17% 95 bp
Germany Logistics 110 –4.84% +0.23% –5.07% 8.08% 8.51% 43 bp
Light industrials 240 –3.60% 0.12% –3.72% 8.64% 8.97% 33 bp
Garonor 205 –15.73% –9.58% –6.15% 7.57%* 8.13% 55 bp
Total 1,178 –9.99%
Total excluding development 1,155 –9.96% –1.89% –8.07% 8.15% 8.88% 73 bp

* After restatement for flat-rate costs. Before restatement = 8.1%.

The overall like-for-like change in appraised values over six months comes out at –9.99% for the portfolio, with the two largest adjustments on Garonor (–15.73%) and France Logistics (–10.84%). This downturn is primarily due to the impact of the increase in rates linked to the current market.

The entire portfolio (excluding development) was valued based on an 8.9% yield at 30 June 2009.

3. ANALYSIS OF CONSOLIDATED AND GROUP SHARE BUSINESS

Except if something different is indicated, all value indication in this part are based on fair value

A. CHANGE IN RENTAL INCOME

Consolidated

Consolidated rental income
(€ million) 30 Jun 08 % 30 Jun 09 %
France Offices 142 26.8% 127 24.6%
Italy Offices 107 20.2% 107 20.7%
Total Offices 249 47.0% 234 45.3%
France Service Sector 99 18.7% 101 19.5%
Italy Service Sector 0 0.0% 0 0.0%
Total Service Sector 99 18.7% 101 19.5%
France Residential 24 4.6% 23 4.5%
Germany Residential 82 15.5% 83 16.0%
Total Residential 106 20.1% 106 20.5%
France Logistics 42 8.0% 43 8.4%
Germany Logistics 6 1.1% 4 0.8%
Total Logistics 48 9.1% 47 9.2%
Car Parks 10 1.9% 10 1.9%
Total consolidated rental income 512 96.8% 498 96.4%
Other 17 3.2% 19 3.6%
Total revenues 530 100% 517 100%

Consolidated rental income rose 17% between 2007 and 2008, primarily reflecting the full-year impacts of the acquisition of Beni Stabili, as well as the acquisitions made by FDM and FEL.

Group share

Rental income (Group share)
(€ million) 30 Jun 08 % 30 Jun 09 % %
France Offices 142 42.8% 127 39% +7.8%
Italy Offices 73 21.9% 78 24% +2.5%
Total Offices 215 64.7% 205 63% +5.8%
France Service Sector 29 8.7% 28 9%
Italy Service Sector 0 0.0% 0 0%
Total Service Sector 29 8.7% 28 9% –1.8%
France Residential 9 2.8% 9 3%
Germany Residential 32 9.6% 32 10%
Total Residential 41 12.4% 41 13% +2.1%
France Logistics 25 7.7% 26 8%
Germany Logistics 4 1.1% 3 1%
Total Logistics 29 8.7% 29 9% –2.3%
Car Parks 6 1.7% 6 2%
Total rental income (Group share) 319 96.3% 309 95% +3.8%
Other 12 3.7% 16 5%
Total revenues 332 100% 325 100%

Office rental income is up slightly, accounting for more than two thirds of the Group share of rental income. The share of residential declined in favour of other service sector activities.

B. LEASE SCHEDULE (GROUP SHARE)

Lease expiry schedule*
By lease end
date
% of
total
2009 6.3 1%
2010 59.8 11%
2011 125.1 24%
2012 78.8 15%
2013 23.4 4%
2014 31 6%
2015 4 1%
2016 17.5 3%
2017 41.1 8%
2018 12.3 2%
2019 20 4%
2020 0.7 0%
2021 89.4 17%
Beyond 16.8 3%
€ million 526.2 100%

* Based on 2008 annualised rental income excluding FDL and Parcs GFR

On average, the residual term on leases came to 5.5 years at 30 June 2009, compared with 6.1 years at 31 December 2008 (Group share). The renegotiation of France Telecom leases during the first half of the year will take effect during the second six months, with a positive impact on the residual term (Group share) of +0.8 years, representing 6.3 years.

C. DISPOSALS DURING THE FIRST HALF OF 2009

(€ million) Sale
agreements
Sales Total Margin vs. latest
appraised values
Yield rate
Foncière des Régions 100% 281 88 368 –4.7% 8.3%
Beni Stabili 100% 202 45 247 +0.7% 2.5%
Group share 148 33 180 +0.7% 2.5%
Total Offices 100% 483 132 615 –2.6% 5.9%
Group share 428 120 548 –3.0% 6.7%
Foncière des Murs 100% 0 63 63 –12.8% 6.9%
Group share 0 16 16 –12.8% 6.9%
Foncière Europe Logistique 100% 0 27 27 –14.6% 7.6%
Group share 0 18 18 –14.6% 7.6%
Foncière Développement Logements 100% 66 65 131 +7.6% 4.6%
Group share 25 25 50 +7.6% 4.6%
Total 100% 549 287 836 –2.5% 5.9%
Group share 454 179 633 –2.9% 6.5%

D. PORTFOLIO

Like-for-like change in portfolio
(€ million) Value
excl. TD
30 Jun 09
consolidated
Value
excl. TD
30 Jun 09
Group share
Change
6 months
Rent effect
6 months
Rate effect
6 months
Yield
excl. TD
31 Dec 08
Yield
excl. TD
30 Jun 09 Change (bp)
France Offices 3,507.2 3,427.2 –5.3% +4.4% –9.7% 8.1% 8.7% 62 bp
Italy Offices 4,348.6 3,179.3 –1.6% +0.2% –1.8% 5.2% 5.3% 7 bp
Total Offices 7,855.8 6,606.5 –3.6% +2.4% –5.9% 6.6% 7.0% 33 bp
France Service Sector 2,930.1 735.5 –7% –2.2% –4.7% 6.4% 6.7% 33 bp
FdR Hotels 46.1 46.1 –4.4% +3.7% –8.1% 5.8% 6.3% 50 bp
Service Sector 2,976.3 781.6 –6.8% –2.2% –4.7% 6.4% 6.7% 34 bp
France Residential 972 371.3 –1.7% +2.2% –3.9% 4.5% 4.7% 20 bp
Germany Residential 2,427.9 940.9 –0.1% +1.6% –1.7% 6.8% 6.9% 10 bp
Residential 3,399.9 1,312.2 –0.5% +1.7% –2.3% 6.1% 6.3% 15 bp
France Logistics 1,067.7 716.3 –10.5% –2.1% –8.4% 8.2% 8.9% 76 bp
Germany Logistics 110.1 73.9 –4.8% 0.2% –5.1% 8.1% 8.5% 43 bp
Logistics 1,177.8 790.2 –10.0% –1.9% –8.1% 8.2% 8.9% 73 bp
Car Parks 240.9 139.1 –4.8% NA NA NA NA NA
FDR portfolio 15,650.7 9,629.6 –4.0% +1.5% –5.5% 6.6% 7% 41 bp
+ Share in assets of equity
affiliates 147.5
Total 9,777.1

Nota: Yield are calculated on the portfolio excluding development

4. HALF YEAR FINANCIAL STATEMENTS

A. HALF YEAR INCOME STATEMENT

Revenues

Revenues came to €516.8 million, compared with €529.7 million at 30 June 2008 (€324.9 million Group share, compared with €331.5 million), down only 2% due to the impact of the disposals carried out since 2008.

Operating expenses

Operating expenses (other purchases and external expenses, tax and personnel expenses) totalled €64.4 million Group share, compared with €70.4 million at 30 June 2008, reflecting the impact of the FDR 2010 plan notably aiming to reduce administrative expenses. Indeed, the ratio of expenses to revenues came to 19.8% at 30 June 2009, compared with 21.3% at 30 June 2008 (Group share).

Depreciation and provisions

Net depreciation and provisions totalled €6.2 million (Group share), compared with €36 million at 30 June 2008. 2009 saw €10.5 million (Group share) in provisions written back on the Garibaldi Tower in Italy following the end of the rental business-related risk, while impairments have been recognised on the Bagnolet asset (€2.3 million) and office assets under development in Italy (€5.4 million Group share). At 30 June 2008, a €29.5 million impairment had been recorded on the CB 21 Tower, and a €66.8 million provision has been booked in 2009, although recognised under fair value adjustments for investment assets in accordance with IAS 40 revised.

The income statement records changes in asset values based on the appraisals carried out on the portfolio. For the first half of 2009, the change in the fair value of investment assets (Group share) was down €352.1 million (€600.4 million in total).

In this way, current operating income (Group share) is down from 247 million to –103.9 million.

Financial result

At 30 June 2009, the Group recorded a financial expense of –€194.5 million.

Principal aggregates (M€) 30 June 2008 30 June 2009 Change
Cash income 16 4.2 –11.8
Interest expenses –161.5 –131.3 30.2
Net cost of debt –145.5 –127.1 18.4
Fair value adjustment of financial assets and liabilities 122 –88.8 –210.8
Discounting –6.8 –7.3 –0.5
Financial lease 3.9 1.2 –2.7
Redemption of IMSER bonds 0 30 30
Net expenses on financial provisions –3.5 –2.5 1
Financial result –29.9 –194.5 –164.7

–€131.3 million were booked in interest expenses, compared with –€161.5 million at 30 June 2008 in light of the favourable impact of the reduction in interest rates, which is reflected on the other hand by a negative fair value adjustment for financial assets and liabilities of –€88 million (fair valuation of hedging instruments).

Since Foncière des Régions made the decision in 2007 not to adopt the hedge accounting system, value adjustments on financial instruments are recorded on the income statement. The redemption of IMSER debt at Beni Stabili with significant discounts has had a positive €30 million impact on the financial result (Group share).

Tax

The tax recorded corresponds to:

  • Non-French companies not subject to a specific system for real estate activities,
  • French subsidiaries that have not opted for the SIIC real estate trust system,
  • French SIIC subsidiaries with a taxable activity (provision of services, etc.).

Cash flow

Group share (€ million) 30 Jun 2008 30 Jun 2009
Rental and service income 325.9 318
Recurring operating expenses –57.9 –54.4
Cost of the net debt –135.9 –116.2
Margin on residential sales 5.3 3.6
Intra-group payments 8.5 6.7
Cash flow from equity affiliates 8.8 9.2
Cash flow 154.7 166.9
Recurrent tax –14.4 –15
Recurrent net income 140.3 151.8
Fair value adjustment of real estate assets and depreciation –9.4 –412
Others financial products and charges included fair value adjustment of financial instruments 111.3 –89.6
Margin on sales (excluding residential) 5.1 –29.5
Other (extraordinary non-recurring expenses) –28.1 31.8
Non-recurrent tax –13 21.9
Net income 206.2 –325.6

B. NET ASSET VALUE BALANCE SHEET

Shareholders' equity

Consolidated group share shareholders' equity is down from €3,441.2 million at 31 December 2008 to €3,079.3 million at 30 June 2009, a reduction of €361.9 million, primarily reflecting:

– €325.6 million in consolidated losses generated by the consolidated companies,

– €28.5 million in dividends paid to shareholders,

– €7 million impact of the fair valuation of financial instruments.

Net debt

The Group's financial debt totalled €9,845 million, down €315 million. At 30 June 2009, net debt came to €9,681 million, representing a Group share of €6,114 million.

Provisions for contingencies and liabilities

The €64.6 million in provisions for contingencies and liabilities primarily correspond to provisions for pensions and related (€37.2 million), particularly in Germany, as well as provisions linked to the portfolio (€6.6 million) and provisions for disputes (€12 million). Other current and non-current debt includes the deferred tax liability on the financial instruments and assets of foreign companies (€458 million).

5. NAV

At 30 June 2009, the value of the Group's consolidated portfolio was €14,649 million excluding transfer duties.

Amount in
€ million
Diluted amount
per share in €
Triple net NAV (block excluding duties) 3,273.8 71.0
Triple net NAV excluding financial instruments 3,635.3 78.9

Calculations are carried out based on the number of shares existing at 30 June 2009, corrected for the impact of dilution. The potential dilution results from the current exercising of warrants and bonus shares, in accordance with IFRS.

Between 31 December 2008 and 30 June 2009, the triple net NAV dropped €421.2 million to €3,273.8 million, representing €71 per share.

Triple net
NAV (€ million)
Triple net
NAV per
share
Fully diluted
number of
shares
30 June 2009 3,273.8 71 46,098,775
31 December 2008 3,695 90.5 40,811,173
Change –421.2 –19.5
% –11.4% –21.5%
Of which, primarily:
– Recurrent net income +151.8
– Fair value of real estate assets –352
– Other fair value adjustments for assets –85
– Fair value of financial assets and liabilities and discounting –96.1
– Dividends paid –28.5
Triple net NAV (€ million) 30 June 2009 31 December 2008
Shareholders' equity Group share 3,079.3 3,441.2
Fair valuation of operating buildings / inventory buildings / buildings under
development / goodwill 63 98.6
Recalculation of asset values excluding TD 29 30.6
Fair valuation of car parks 31.4 45.6
Unrealised tax (included actualisation) 71.1 78.1
Restatement of capital lease 0.9
Triple net NAV 3,273.8 3,695
Diluted number of shares at period-end 46,098,775 40,811,173
Diluted triple net NAV per share 71 90.5
Triple net NAV excluding financial instruments (€ million)
Triple net NAV 3,273.8 3,695
Financial instruments 412.4 273.7
Unrealised tax on financial instruments –50.9 –15.9
NAV excluding financial instruments 3,635.3 3,952.8
NAV excluding financial instruments per share 78.9 96.9

Calculation method

NAV base – shareholders' equity:

The real estate portfolio held directly by the Foncière des Régions Group was fully appraised at 30 June 2009 by AFREXIM-member real estate appraisers – DTZ Eurexi, CBRE, JLL, Atis Real, etc. – based on a common set of specifications prepared by the company in line with industry practices. Assets are estimated at their value excluding and/or including duties, with rental income at the market value. For residential properties, the appraiser applied two different valuation approaches: on the one hand, calculating a value of residential properties on a unit basis, and on the other determining an "institutional" value, corresponding to the value of the entire buildings. For offices, logistics and other service sector assets, there is no distinction between unit values and institutional values.The estimates are based on the comparison method, the rental income capitalisation method, and the discounted cash flow method. The car parks are valued based on a capitalisation of the EBITDA generated by the business.

Other assets and liabilities are valued based on the IFRS values from the consolidated financial statements; the application of fair value primarily relates to the valuation of hedges on the debt. The level of exit tax is known and incorporated into the financial statements for all the companies that have opted for the fiscal transparency system.

For companies owned jointly with other investors, only the Group share has been taken into account.

Principal adjustments made

-Fair valuation of buildings and goodwill

In accordance with IFRS, operating buildings, buildings under development – except those covered by IAS 40 (revised) – and buildings in inventory are valued at their historical cost.

A value adjustment, to take the appraised value into consideration, is applied to NAV for a total of €46 million.

Since goodwill is not valued in the consolidated financial statements, a restatement is made to the NAV in order to recognise its fair value (as calculated by the appraisers) for a total of €17 million at 30 June 2009.

  • Recalculation of the base for certain assets (excluding duties)

When the company, rather than the assets it holds, can be sold off, transfer duties are recalculated based on the company's net asset value. The difference between these recalculated transfer duties and the transfer duties already deducted from the value of the assets gave rise to a €29 million restatement at 30 June 2009.

-Fair valuation of car parks

Car parks are valued at their historical cost in the consolidated financial statements.

In the NAV, a restatement is applied in order to take into consideration the appraised value of these assets, as well as the impact of land leases and subsidies received in advance. The impact on NAV represents €31.5 million at 30 June 2009.

-Adjustment for unrealised tax

In the consolidated financial statements at 30 June 2009, deferred tax on real estate assets is calculated in line with the current tax rate for foreign and non-SIIC companies.

In the NAV, unrealised tax has been adjusted in order to take into account:

– The likely opting for the SIIC real estate trust system (AGAMA Group companies: impact of €9.2 million at 30 June 2009 and €10 million at 31 December 2008)

– The discounting of this tax over 10 years in accordance with a standard disposal schedule, specifically for Italy and Germany. This tax is discounted at 6%. The impact of this restatement was €61.9 million at 30 June 2009, and €68.1 million at 31 December 2008.

6. FINANCIAL RESOURCES

Foncière des Régions' gross financial debt totalled €9,579 million (€6,015 million Group share).

A. DEBT STRUCTURE

Cash and cash equivalents

Over the first half of 2009, repayments of the debt on the Foncière des Régions Group's balance sheet totalled €470 million (€377 million Group share).

These repayments, concentrated more specifically on Foncière des Régions and Beni Stabili and Foncière Europe Logistique (since Foncière Développement Logements, Foncière des Murs and Foncière Europe Logistique did not experience any significant declines during the first half of the year), resulted primarily from:

– €100 million exceptional partial repayment on an €850 million corporate loan, initially on Foncière des Régions,

– €50 million in repayments on Foncière Europe Logistique for the capital increase carried out in June 2009,

– Disposals of assets split between all Group entities in line with the 2009 sales programme: a total of €245 million (€167 million Group share) of repayments for the Group, largely concentrated on Foncière des Régions (€92 million).

– For the balance, contractual repayments on loans

Foncière des Régions:

The reduction in outstanding debt primarily reflects the following:

– €100 million early repayment of the Séville debt (initial nominal amount of €850 million, reduced to €750 million in June 2009)

– Continued disposals (including France Telecom and EDF assets during the first half of the year)

– And more marginally, contractual repayments on debt,

While the dividend paid out by FdR over the first half of the year was based primarily on securities (only €28 million paid in cash).

Foncière Europe Logistique:

The €50 million from the capital increase carried out at the beginning of June 2009 were allocated in full to repay the real estate company's debt.

Beni Stabili:

The reductions during the period were primarily due to repayments on the IMSER securitisation (€22 million contractual repayment and €18 million repayments on disposals), heightened by the programme to buy back securitisation shares with a discount (resulting in the cancelation of €109 million of IMSER debt).

Debt by type

At 30 June 2009, the Foncière des Régions Group's consolidated gross financial debt comprised:

– €6,179 million in bank debt, not including financial leases (Group share €3,692 million),

– €3,194 million in securitised loans (€2,159 million Group share),

– €292 million in convertible bonds issued by Beni Stabili in Italy (Group share €214 million),

– €86 million in financial lease debt on Foncière des Murs and Beni Stabili (Group share €50 million).

Debt by maturity

The average remaining term of the Foncière des Régions Group's debt was 4.5 years at 30 June 2009.

For the second half of 2009:

– Payments due on financing commitments (balance sheet debt + unused portion of confirmed loans) represent €111 million (Group share €92 million),

– Repayments to be made in connection with certain disposals at 30 June 2009 represent €264 million (€224 million Group share)

For 2010:

– Payments due on financing commitments (balance sheet debt + unused portion of confirmed loans) represent €283 million (Group share €198 million),

– Payments due for Foncière des Murs are mainly linked to the CT confirmed loan, renewed for €45 million in July 2009 (compared with €90 million previously); at 30 June 2009 this loan had not been used.

– Payments due for Beni Stabili include the final payment due on the Telma loan for €44 million.

– The Group's other real estate firms are not subject to any final payments, but rather regular repayments, which represent €192 million for 2010 (Group share €153 million), with €11 million for the IMSER securitisation at Beni Stabili.

Moreover, no significant reduction in debt compared with existing levels is forecast before 2013.

Group share

B. FINANCIAL COVENANTS

Excluding securitised debt, the debt of Foncière des Régions, Foncière des Murs, Foncière Développement Logements and Foncière Europe Logistique is based on bank covenants concerning the consolidated financial statements which, in the event of any failure to comply, would be likely to represent an event requiring the debt to be paid back early:

– Loan-to-value ratio (LTV): this represents the ratio between the restated value of all the Group's assets, excluding cash and cash equivalents, and its net debt;

– Interest coverage ratio (ICR): this is calculated based on the consolidated income statement by dividing income from ordinary operations before the disposal of investment assets, restated for provisions and reversals, by net financial expenses.

Such covenants are prepared on a Group share consolidated basis for Foncière des Régions, and on a consolidated basis for Foncière des Régions subsidiaries.

Their thresholds vary from one real estate company to the next (at 30 June 2009, LTV cap set at 65% for Foncière Développement Logements and 70% for Foncière des Régions, Foncière Europe Logistique and Foncière des Murs), but are consistent from one debt facility to the next for a given real estate firm.

In this way, the consolidated Group share LTV covenant on Foncière des Régions' corporate debt was renegotiated during the first half of 2009 with a view to raising the cap from 65% to 70% for a two-year period (i.e. through to the first half of 2011 inclusive). This adjustment to the financial covenants concerned €1.3 billion of Foncière des Régions' debt.

All of these financial covenants were complied with at 30 June 2009.

At 30 June 2008, Foncière des Régions had consolidated ratios of 58.8% for the consolidated Group share LTV and 206% for the consolidated Group share ICR (compared with 58.8% and 202% respectively at the end of 2008).

The ratios for the Group's listed subsidiaries are available in their own financial communications.

These covenants, broken down by accounting type and consolidated, are also most often based on specific covenants for the scope being financed (most of the Group's debt is backed by portfolios).

Such "scope" covenants (more specifically "scope LTV) are based on thresholds that are systematically less restrictive for the Group's companies than the thresholds set in the consolidated covenants.

C. AVERAGE BANK DEBT RATE

The average rate of the Foncière des Régions Group's bank debt was 4.49% (Group share), compared with 4.88% for 2008 (4.71% in 2007). This 38 bp drop stems primarily from the reduction in interest rates (3 month Euribor averaging out at 4.65% over 2008, compared with 1.67% for 2009), affecting 20% of the debt not hedged by swaps, with this impact lessened by the activation of floors and the increase in our average margin.

On account of the interest rate risk hedging policy, which limits firm hedging to 75 to 80%, with the remaining amount being optional, the Group may continue to benefit over the second half of 2009 from the easing of interest rates see since the end of 2008.

D. RISK MANAGEMENT

Liquidity

The liquidity risk is managed over the medium and long term under multi-year plans and, over the short term based on the use of confirmed and undrawn credit lines.

Moreover, the Group is not expected to face any major payments due on its debt over the next four years (annual repayments representing around 5% maximum of total debt between 2009 and 2011, and less than 10% in 2012).

Rates

Foncière des Régions' interest rate risk management policy, as presented hereafter, aims to limit the impact of a change in interest rates on earnings, as well as to secure the overall cost of debt. To achieve this, the Group uses derivatives (primarily swaps and caps), hedging its exposure to the overall interest rate risk.

Financial counterparties

The Group constantly monitors its exposure to the financial counterparty risk. The Group's policy is to only enter into contracts with first-rate counterparties.

Leasing counterparties

With a diversified portfolio of clients, the majority of which are top tier in terms of rental income and generally leaders in their respective sectors (France Telecom, Telecom Italia, EDF, Accor, Korian), the Foncière des Régions Group is not exposed to any significant risks in this area. There are no lease defaults or significant unpaid amounts to report for the Group.

Portfolio value

Real estate investments are recorded on the income statement at their fair value. Changes in building prices may therefore have a significant impact on the Group's operational performance.

Moreover, part of the Group's operating results derive from the arbitrage activity, which is also affected by the values of real estate assets and the volume of potential transactions.

Rents and prices for real estate assets are cyclical by their very nature; the duration of cycles varies, but in general, they are always long-term. The various national markets have different cycles, which vary from one to the next, depending upon specific economic and commercial environments. Moreover, within each national market, prices follow the cycle in different ways and with different levels of intensity, depending on the type of assets and their location.

The macroeconomic factors with the greatest impact on the value of real estate assets which, as a result, determine the various cyclical trends, are as follows:

– Interest rates

– Liquidity on the market and the availability of profitable alternative investments

– Economic growth

Low interest rates, high market liquidity and a lack of profitable alternative investments generally result in an increase in the value of real estate assets.

Economic growth generally increases demand for leased space and encourages an increase in rent levels, particularly in the office sector, which represents the Group's core business segment, putting upward pressure on the prices of real estate assets. However, in the medium term, economic growth normally leads to an increase in inflation and therefore an increase in interest rates, which raises the likelihood of there being profitable alternative investments. Such factors put downward pressure on real estate prices.

The Group's investment policy aims to minimise the impact of various stages in the cycle, by selecting investments:

– Based on long-term leases and quality tenants, mitigating the impact of declines in market rents and the resulting drop in real estate prices

– Located in major towns and cities

– With low vacancy rates in order to avoid the risk of having to re-let vacant space in an environment in which demand may be limited.

Exchange rate

The Group operates in the eurozone and is therefore not exposed to any exchange rate risk. Investments made on an exceptional basis in non-euro currencies are generally financed by borrowings in the same currencies.

Shares

The shares held represent the securities of listed SCA-status subsidiaries, in which Foncière des Régions is the general partner. On account of their nature, Foncière des Régions fully consolidates the earnings of these companies in its own financial statements, regardless of the percentage it owns, and is therefore not sensitive to a change in the subsidiaries' share price in terms of the consolidated accounts. Changes in the listed subsidiaries' asset portfolios and their earnings are fully incorporated into the published consolidated earnings, on an ongoing and complete basis.

Only the corporate financial statements may be affected, but this does not concern investment securities; it represents an investment method that identifies responsibilities and contributions to the Group's earnings, making its organisational structure more transparent.

E. HEDGING

Interest rate risk hedging operations

Foncière des Régions optimised its hedging portfolio during the first half of 2009, notably by relaying inactive optional instruments with short-term swaps, in order to set the potential gain generated thanks to the reduction in rates.

The framework for the Group's hedging policy remains the same; i.e. 100% hedged debt, with a minimum of 75% firm hedging, all at terms longer than the maturity of the debt.

More specifically, it has taken out:

– €125 million in swaps and €50 million in collars on FDR with a maturity of 1 to 1.5 years as of 31 March 2009 – €25 million in swaps on FDM with a maturity of

1.5 years as of 31 March 2009

– €50 million in swaps on FDL with a maturity of 1.5 years as of 30 June 2009

Measurement of the interest rate risk

At 30 June 2009, 107% of consolidated net debt (compared with 103% at 31 December 2008) was hedged against an increase in interest rates:

– 80% firm hedges, i.e. fixed-rate debt and swaps (vs. 77% at 31 December 2008)

– 27% optional hedges (primarily caps).

In the end, our debt is 94% hedged with active hedging (compared with 93% at 31 December 2008), including firm hedging for 80% and optional hedging triggered by changes in rates. This increase in the overall hedging of our debt is linked to the disposals carried out during the first half of the year and our hedging optimisation strategy (inactive caps followed by short term swaps), with this strategy also contributing to the increase in our firm hedging.

The average maturity of hedging is 5.7 years on a consolidated basis (5.5 years Group share), 1.2 years higher than the average maturity on debt, in line with the Group's objectives.

7. POST-BALANCE SHEET EVENTS

See part B

8. ASSOCIATED COMPANIES

See part B

9. OUTLOOK

Foncière des Régions teams are continuing to work towards the objectives for the FdR2010 action plan, and more specifically the effective management of rental risks (continued leasing of development operations in 2009, objective to keep occupancy rates high, extend leases).

In light of its achievements during the first half of the year, Foncière des Régions is able to confirm its objectives for growth in recurrent net income over 2009.

B. CONSOLIDATED FINANCIAL STATEMENTS AT 30 JUNE 2009

1. FINANCIAL STATEMENTS

Foncière des Régions' business activity is the acquisition, ownership, administration, and leasing of properties, whether developed or not, in particular offices, logistics warehouses, residential, and parking lots.

Registered in France, Foncière des Régions is a French limited corporation with a Management Board and a Board of Directors. It is consolidated within Batipart and Delfin by the equity method.

NON-CURRENT ASSETS
INTANGIBLE ASSETS
Goodwill
Other intangible assets
3.1
PROPERTY, PLANT & EQUIPMENT
Land
3.1
Buildings
3.1
Other
3.1
Assets in progress
3.1
INVESTMENT PROPERTIES
3.1
FINANCIAL FIXED ASSETS
Other assets available for sale
Net
6/30/2009
Net
12/31/2008
Net
12/31/2007
0 0 0
149,622 140,746 35,547
56,830 56,830 54,244
106,586 113,880 208,682
7,099 8,077 6,152
508,994 873,601 896,599
13,630,709 13,746,867 15,154,902
192
Loans
3.1
41,346 34,639 66,781
Other financial assets
3.1
57,219 56,998
Financial instruments
3.7
1,392 908 155,313
Finance lease receivables
3.1
29,924 38,422 66,184
Share of income/loss of associates
4.5
147,985 190,624 321,428
DEFERRED TAX ASSETS
3.2
120,091 110,122 83,120
TOTAL NON-CURRENT ASSETS (I) 14,857,797 15,371,714 17,049,144
CURRENT ASSETS
ST LOANS AND FINANCE-LEASE RECEIVABLES
3.3
22,024 30,645 48,060
INVENTORIES AND PRODUCTION IN PROGRESS
3.3
129,498 135,517 207,383
DUE FROM CUSTOMERS 239,874 174,010 170,024
OTHER RECEIVABLES 233,106 188,422 245,051
PREPAID EXPENSES 11,738 8,251 4,784
CASH AND CASH EQUIVALENTS
3.3
162,445 199,460 300,501
TOTAL CURRENT ASSETS (II) 798,685 736,305 975,803
NON-CURRENT ASSETS AND ASSET GROUPS HELD FOR SALE (III)
3.1
TOTAL ASSETS (I + II + III) 1,018,845 1,338,733 948,626
Period Period Period
Note 6/30/2009 12/31/2008 12/31/2007
SHAREHOLDERS' EQUITY
CAPITAL 139,734 123,263 124,824
ADDITIONAL PAID-IN CAPITAL 2,198,423 2,259,379 2,257,873
TREASURY SHARES –33,503 –32,994 –25,690
CONSOLIDATED RESERVES 1,100,167 1,648,108 1,111,891
RESULTS –325,557 –556,524 792,669
TOTAL GROUP SHAREHOLDERS' EQUITY 3.4 3,079,264 3,441,232 4,261,567
MINORITY INTERESTS 3.4 2,073,169 2,355,645 2,901,001
TOTAL SHAREHOLDERS' EQUITY (I) 5,152,433 5,796,877 7,162,568
EQUITY INTERESTS ISSUED (II) 0 0 0
NON-CURRENT LIABILITIES (III)
INTEREST-BEARING BORROWINGS 3.6 9,006,940 9,463,516 9,279,294
FINANCIAL INSTRUMENTS 3.7 645,103 495,310 115,180
DEFERRED TAX LIABILITIES 3.2 458,462 481,105 512,761
PENSION AND OTHER COMMITMENTS 3.5 37,126 37,197 37,748
OTHER LONG-TERM LIABILITIES 16,915 16,416 7,832
TOTAL NON-CURRENT LIABILITIES (III) 10,164,546 10,493,544 9,952,815
CURRENT LIABILITIES (IV)
TRADE PAYABLES 120,670 85,085 250,980
SHORT-TERM INTEREST-BEARING BORROWINGS 3.6 837,896 697,523 1,245,931
TENANT SECURITY DEPOSITS 17,235 17,876 26,533
ADVANCES & INSTALMENTS RECEIVED ON CURRENT ORDERS 188,920 142,356 122,523
ST PROVISIONS 3.5 27,439 41,500 41,810
CURRENT TAXES 4.6 8,778 28,796 6,497
OTHER LIABILITIES 109,012 98,705 121,821
ACCRUALS 48,398 44,490 42,095
TOTAL CURRENT LIABILITIES (IV) 1,358,348 1,156,331 1,858,190
HELD FOR SALE (III) 0 0 0
TOTAL LIABILITIES (I + II + III + IV + V) 16,675,327 17,446,752 18,973,573

GLOBAL TOTAL INCOME STATEMENT – PART 1 AT 30 JUNE 2009

Period Period
1st half
1st half
Note 2009 2008 1st half
2007
INCOME FROM ORDINARY ACTIVITIES
Rental income 487,961 502,529 362,017
Receipts from parking lots 10,041 9,940 9,604
Disposals of properties in inventory 8,284 8,563 3,634
Services 10,475 8,642 2,507
Net revenue 4.1 516,761 529,674 377,762
Other operating income 1,128 1,088 3,261
Total current operating income 517,889 530,762 381,023
EXPENSES ON ORDINARY ACTIVITIES
Costs of disposals of inventory 4.1 6,984 8,746 –2,583
Other external purchases and expenses 4.1 46,143 59,945 46,239
Income and other taxes 4.1 12,693 14,097 7,071
Personnel expenses 4.1 35,606 32,980 30,124
Appropr. to amortisation, depreciation and provisions 4.1 21,770 37,322 4,938
Net provisions on current assets 4.1 –419 835 277
Net provisions for risks and contingencies 4.1 –13,554 521 2,375
Other operating expenses 4.1 713 1,084 3,387
Total expenses on current operations 109,936 155,530 91,828
1. OPERATING INCOME BEFORE SALES OF INVESTMENT ASSETS 407,953 375,232 289,195
Net sales of non-current assets 4.2 –33,157 16,214 2,334
Change in fair value of investment assets 3.1 –600,350 23,148 691,045
Other non-recurring income and expenses 4.3 15,255 –11,752 –28,500
Total other operating income and expenses –618,252 27,610 664,879
2. CURRENT OPERATING INCOME –210,299 402,842 954,074
Interest income on cash transactions 46,221 21,714 10,792
Income from finance lease transactions (CB) 2,273 5,139 8,228
Financial income from discounting 839 1,453 1,046
Positive change in fair value of financial assets & liabilities 703 198,389 184,371
Total financial income 50,036 226,695 204,437
Interest expense on financing operations 211,695 253,357 156,760
Expenses on finance lease transactions (CB) 1,061 1,241 1,382
Financial expense from discounting 10,499 10,168 3,900
Negative change in fair value of fin. assets and liabilities
Net expenses on financial provisions
140,496
4,845
1,347
8,171
–548
1,921
Total financial expenses 368,596 274,284 163,415
Note Period
1st half
2009
Period
1st half
2008
Period
1st half
2007
3. FINANCIAL INCOME 4.4 –318,560
–47,589
4.5
–34,150
13,369
–563,009
368,622
4.6
14,880
16,983
3.2
–29,785
22,594
–548,104
329,045
0
0
–548,104
329,045
–325,557
206,319
–222,547
122,726
–548,104
329,045
5.2
–7.844
5.02
5.2
–7.842
5.01
41,022
Share in income (loss) of associates 39,910
4. INCOME BEFORE TAXES 1,035,006
Income tax 9,666
Deferred taxes 68,698
5. NET INCOME FROM CONTINUING ACTIVITIES 956,642
Loss on discontinued operations for the period 0
6. NET INCOME FOR THE PERIOD 956,642
ATTRIBUTABLE INCOME FOR THE PERIOD
To Group share 606,454
To Minorities 350,188
INCOME FOR THE PERIOD 956,642
NET GROUP INCOME PER SHARE 19.52
DILUTED NET GROUP INCOME PER SHARE 19.45

GLOBAL TOTAL INCOME STATEMENT – PART 2 AT 30 JUNE 2009

6/30/2009 6/30/2008 6/30/2007
INCOME FOR THE PERIOD –548,104 329,045 956,642
OTHER ELEMENTS OF GLOBAL INCOME
Exchange gains (losses) on foreign operations –327 –1,713 467
Effective income (loss) on hedging instruments –9,340 1,480 8,872
OTHER ELEMENTS OF GLOBAL INCOME NET OF TAXES –9,667 –233 9,339
TOTAL GLOBAL INCOME FOR THE PERIOD –557,771 328,812 965,981
TOTAL ATTRIBUTABLE GLOBAL INCOME:
To shareholders of the parent company –332,591 206,564 610,131
To minorities –225,180 122,248 355,850
TOTAL GLOBAL INCOME FOR THE PERIOD –557,771 328,812 965,981

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

Shares
Capital Premium issue shareholder
At 31 December 2007 124,824 2,257,873 –25,690
Dividend distribution
Capital increase 43 770
Capital reduction –1,680
Total Global Income for the period
Valuation of share purchase options and bonus-share
allocation rights
Treasury shares 17,167
Change in percentage held Beni Stabili
Altarea operation
Other
At 30 Jun 2008 123,187 2,258,643 –8,523
Capital increase 76 892
Expenses on capital operations –156
Total Global Income for the period
Valuation of share purchase options and bonus-share
allocation rights
Treasury shares –24,471
Change in percentage held Beni Stabili
Altarea operation
Other
At 31 December 2008 123,263 2,259,379 –32,994
Dividend distribution 16,470 –60,969
Capital increase 1 14
Total Global Income for the period
Valuation of share purchase options and bonus-share
allocation rights
Treasury shares –509
Change percentage held FDM
Change percentage held FEL
Other
At 30 June 2009 139,734 2,198,424 –33,503

Dividends paid during the six-month period:

in cash: €28.5m

in shares: 5,498,897 shares at a nominal value of €34

Reserves and Total Capital Total
income not Spreads on Operations shareholder Interests capital
distributed conversion heding of the Group minorities shareholder
1,941,737 662 –37,839 4,261,567 2,901,001 7,162,568
–217,615 –217,615 –110,098 –327,713
813 813
–44,777 –46,457 –46,457
206,319 –1,164 1,409 206,564 122,248 328,812
1,837 1,837 1,837
17,167 17,167
0 –63,381 –63,381
7,107 7,107 7,107
1,996 1,996 –13,826 –11,830
1,896,604 –502 –36,430 4,232,979 2,835,944 7,068,923
968 968
–156 –156
–761,419 –260 –42,928 –804,607 –413,497 –1,218,104
1,874 1,874 1,874
–24,471 –24,471
33,985 33,985 –62,761 –28,776
926 926 926
–266 –266 –4,041 –4,307
1,171,704 –762 –79,358 3,441,232 2,355,645 5,796,877
15,988 –28,511 –93,527 –122,038
15 15
–325,557 –239 –6,795 –332,591 –225,180 –557,771
1,401 1,401 1,401
–509 –509
0 42,562 42,562
0 –5,146 –5,146
–1,773 –1,773 –1,185 –2,958
861,763 –1,001 –86,153 3,079,264 2,073,169 5,152,433

CASH FLOW TABLE

30.06.09 31.12.08 30.06.08 31.12.07
Net consolidated income (including minorities) –548,104 –832,097 329,045 1,232,508
Net appropr. to amortisation and provisions (excl those linked
to current assets) 8,024 203,441 37,231 170,979
Latent gains (losses) related to changes in fair value 740,144 949,760 –220,190 –1,049,226
Expenses and income calculated on stock options and related benefits 1,401 3,711 1,837 2,611
Other income and expenses calculated 13,015 26,061 6,968 15,827
Gains (losses) on disposals 33,157 –25,671 –10,899 –26,790
Profit and loss on dilution – accretion –8,445 –5,315 –5,315 529
Share of income/loss of equity associates 34,150 34,316 –13,369 –61,491
Dividends (unconsolidated shares) –1,027 0
Cash flow after cost of net financial debt and taxes 272,315 354,206 125,308 284,947
Cost of net financial debt 164,351 449,391 227,745 346,658
Income tax liability (including deferred taxes) –14,905 5,935 39,577 7,082
Cash flow before cost of net financial debt and taxes 421,761 809,532 392,630 638,687
Taxes paid –38,534 –36,018 –8,774 –29,537
Change in working capital requirements on cont. operations (including debt
for employee benefits) 31,676 130,537 51,508 –31,237
CASH FLOW FROM OPERATIONS 414,903 904,051 435,364 577,913
Disbursals related to acquisitions of tangible and intangible assets –126,537 –681,846 –461,492 –2,612,670
Receipts from disposals of tangible and intangible assets 208,062 889,918 302,753 311,277
Disbursals related to acquisitions of non-current financial assets
(unconsolidated shares) 0 –19
Receipts from sales of non-current financial assets (unconsolidated shares) 0 0
Impact of changes in scope of consolidation 29,695 8,218 70,333 –710,438
Dividends received (equity associates, unconsolidated shares) 9,570 11,028 10,774
Change in loans and advances made 9,628 –7,662 1,033 25,575
Investment subsidies received 1,813 1,192
Other flow from investing activities 283,579
NET CASH FLOW FROM INVESTMENT ACTIVITIES 132,231 220,848 –76,618 –2,702,677
30.06.09 31.12.08 30.06.08 31.12.07
Sums received from shareholders in capital increases 0
Paid by parent company shareholders 186,657
Paid by minority shareholders of consolidated companies 1,199 1,874
Amounts received from exercise of stock options 480 1,781 813 2,320
Redemption and resale of treasury shares –93 –144,537 –93,037 –25,455
Dividends paid to parent company shareholders –215,168 –217,216 –217,615 –348,507
Dividends paid to consolidated minorities –93,527 –110,098 –109,739 –39,989
Receipts related to new borrowings 82,617 24,481,812 9,703,362 12,712,660
Repayment of borrowings (including finance lease agreements) –526,734 –24,678,568 –9,581,005 –9,830,600
Net interest paid (including finance lease agreements) –164,211 –457,133 –228,853 –346,658
Other cash flow from financial activities
Impact of foreign currency differences
NET CASH FLOW FROM FINANCIAL ACTIVITIES –728,780 –1,122,085 –526,074 2,123,771
CHANGE IN NET CASH –181,646 2,814 –167,328 –993
Cash at start 63,981 61,167 61,167 62,160
Cash at end (1) –117,665 63,981 –106,161 61,167
Change in cash –181,646 2,814 –167,328 –993

(1): Cash at period-end 30 June 2009 was (–€117.7m) corresponding to €162.4m in "Cash and cash equivalents" less €280.1m creditor bank accounts recognised under liabilities as "Interest-bearing short-term borrowing".

Borrowings are explained in detail in Note 3.6 – Debts.

2. APPENDIX TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. SIGNIFICANT EVENTS IN THE SIX-MONTH PERIOD

1.1. Economic environment

Changes in the economic climate are one of the criteria affecting our real estate asset valuations. Broad economic uncertainty will be reflected in our 30 June 2009 asset valuations. Every expert analysis takes the current economic climate into account, and the 2009 analysis reflects these conditions.

Changes in the rates of return, which affect market players' expectations of the return on risk, is strongly impacted by the economic climate, and correlates to a certain extent with interest rate movements. The sharp drop in interest rates, since the fourth quarter of 2008 and continuing into 2009, is a factor stabilising the rates of return.

The sensitivity to rates of return is presented in Note 2.6.

1.2. Offices – France

1.2.1. Foncière des Régions and Suez Environnement: Lease of 42,000 sqm in the CB 21 Tower at La Défense

Foncière des Régions signed a 10-year 3-month lease with Suez Environnement for 42,000 sqm. The building is undergoing heavy renovation to produce a new building. Suez Environnement will move into part of it in November 2009 and into the rest in June 2010.

1.2.2. New strategic agreement between Foncière des Régions and France Télécom

Foncière des Régions and France Télécom signed an agreement to boost their real estate partnership to 173 buildings (€887m based on 2008-end appraisal values), owned by Foncière des Régions and occupied by France Télécom.

Following a first agreement signed in 2008 for 155 buildings and allowing for lease extensions and sales of buildings, this new agreement continues the process of adapting buildings occupied by France Télécom to the company's present and future needs.

The signed protocol has a triple focus:

  • New leases: Foncière des Régions and France Télécom will sign new leases in the second half of the year for 108 properties in the Paris area and in regional metropolitan areas. These assets represent an appraisal value of €754m at 2008-end with an annual rent of €65m. The average term of the new leases signed will be six fixed years, compared with the previous two-residualyear agreements;

  • Property sales: France Télécom has decided to acquire 65 primarily regional assets, in the amount of €133m;

  • Increased flexibility: When the new leases expire, France Télécom will be able to, as necessary, redevelop technical and service spaces.

1.2.3. Strengthening of Foncière des Régions shareholders' equity by 187m

Foncière des Régions boosted shareholders' equity by €187m with an 87%-subscribed offer of stock dividends (dividends in the form of shares) to shareholders.

All the shareholders represented on the Board of Directors of Foncière des Régions opted for the option to take dividend payments in shares.

Based on a price of €34 per share, 5,489,897 new shares were created on 29 May 2009. At the end of the operation, the Company's share capital consisted of 46,578,028 shares.

1.2.4. Sale of 4% of the capital of Foncière des Murs

Foncière des Régions sold its 4% stake in Foncière des Murs to Générali for a total €28m on 11 May 2009 at €14 per share, incurring a capital loss of €14.2m. Foncière des Régions now owns 25.1% of Foncière des Murs.

1.2.5. Participation in the capital increase of Foncière Europe Logistique (FEL)

FEL increased its share capital by €50m in June 2009. Foncière des Régions participated in this capital increase in the amount of €47m, the balance having been subscribed by Cardiff. The transaction was based on €2/share (FEL's NAV per share at 30 June 2009 was €3.7). This operation produced a profit of €8.2m.

Foncière des Régions owns 67% of FEL.

1.2.6. Portfolio changes

In the first half of 2009, Foncière des Régions sold €82.8m worth of Offices France assets.

Three significant transactions are noteworthy:

-A building complex in Lyon for €30.1m

  • A building leased to France Telecom in Aubervilliers for €10m

  • A building leased to France Telecom in Strasbourg for €15m

1.3. Offices – Italy

1.3.1. Redemption of IMSER Bonds

During the first half of 2009, Beni Stabili redeemed several tranches of its so-called (securitised) "IMSER" debt at significant discounts. These redemptions had a net positive impact on financial profit in the amount of €30.7m. This impact consists of financial income (€41m) and a change in the fair value of hedging instruments linked to the redeemed tranches (€10.3m).

1.3.2. Portfolio changes

At 30 June 2009, the Beni Stabili Group had sold nine assets for a gross sale price of €37.5m and signed 12 draft agreements for a gross sale price of €202.0m, making a total of €239.5m.

1.4. ResidentialSegment

1.4.1. Consolidation changes Change in scope

The securitisation vehicle for the Lyndon debt, Immeo Residential Finance No 2 (an Irish company) was integrated in FDL's scope of consolidation at 30 June 2009. In fact, its exclusive purpose is securitisation management.

This integration, considered to be a consolidation correction, had no retroactive effect or impact on the share capital of the structure. The financial statements for the period ended 30 June 2009, however, were impacted as follows:

  • Balance sheet: The loan was reclassified as a bond in the amount of €1.3bn

  • Income statement: Financial expenses for the Immeo bank loan were replaced by financial expenses linked to bond coupons plus a small proportion of operating expenses (€165k). The total amount of these two items corresponds to the Immeo financial expenses (no income realised by the securitisation vehicle).

1.4.2. Portfolio changes

Over the six-month period, sales in terms of appraisal value were €34m in the French scope of consolidation and €27.5m in the German scope of consolidation.

1.5. Logistics Segment

1.5.1. Portfolio changes

The three following assets were sold during the six-month period:

-The assets of Sénart 7 on 10 March 2009 for €20m

  • A warehouse in Steinhagen in Germany on 1 April 2009 for €3.6m

  • Building 24 in Garonor Aulnay on 1 July 2009 for €3.9m.

1.5.2. Financing changes

Asset sales and capital increases enabled the Company to shed debt.

Over the six-month period the Company transacted early redemptions of Garonor loans in the amount of €53.7m, Roma loans in the amount of €36.4m, and German companies' loans in the amount of €4.6m. Total borrowing thereby fell from €818m at 31 December 2008 to €717.4m at 30 June 2009.

1.6. Service sector Segment

1.6.1. Sale of four Korian assets

On 5 June 2009, Foncière des Murs sold the bricks & mortar of four residential care facilities for the elderly (Etablissements d'Hébergement pour Personnes Agées Dépendantes / EHPAD), acquired and leased to Korian since the end of 2004, for €38m (€35.8m before transfer duties and conveyancing fees) for 6.9%. These assets, located in Eaubonne, Bordeaux, Suresnes and Lyon, comprised a net floor area of 17,000 sqm and 410 beds. This sale incurred a capital loss of €3.8m.

These sales were conducted by Foncière Sagesse Retraite, a new investor specialising in healthcare real estate.

1.6.2. Sale of Italian real estate fund H1

On 6 May 2009, Foncière des Murs sold its entire stake in the Italian real estate fund H1, 80% of which it had owned via its Luxembourg subsidiary, the remaining 20% having been owned by Beni Stabili. The sale, for a total €5.5m, incurred a capital loss of €7m.

1.7. Post balance sheet events

1.7.1. Offices – France

On 23 July 2009, five banks agreed a firm line of financing in the amount of €305m, as follows:

  • A medium long term tranche of €239.3m to refinance the bridging loan for CB21 (before its initial maturity at the end of November 2009)

  • A medium long term tranche of €50.7m to partially finance the CB21 tower restructuring works

  • A short term VAT loan of €15m as a revolving line of credit to carry the VAT on works.

This new mortgage-type financing has a fixed maturity date of 31 January 2015 (a 51/2 year loan term).

1.7.2. Offices – Italy

On 17 July 2009, the Italian tax authorities notified Beni Stabili of a reassessment of registration, mortgage and land registry taxes in the amount of €106.2m plus €8.7m interest. This reassessment relates to the purchase in 2006 of the entire holding in the company Immobilière Fortezza Srl from the Banca Commerciale Italiana (Fond Comit) Employee Pension Fund. Fond Comit received the same notification.

Beni Stabili considers that it has good arguments that will enable it to best protect its position. To this end, an appeal will be filed against the tax reassessment, in accordance with law.

2. ACCOUNTING PRINCIPLES AND METHODS

2.1. General principles – Accounting framework

The consolidated financial statements are prepared in accordance with international accounting standards and interpretations issued by the IASB (International Accounting Standards Board) and adopted by the European Union as at the preparation date. These standards include the IFRS (International Financial Reporting Standards) and IAS (International Accounting Standards) and their interpretations. They were prepared by the Management Board on 15 July 2009.

The semi-annual short-form consolidated financial statements were prepared in accordance with IAS 34 "Interim Financial Reporting" as adopted by the European Union. The accounting principles and methods are identical to those applied in the consolidated annual statements for the year ended 31 December 2008.

The new standards and the amendments to existing standards, which came into effect on 1 January 2009 and are extant in the Official Journal of the European Union at the date that the financial statements were prepared, have been applied. The standards are as follows:

    • All standards amended as part of the IFRS improvements published on 23 January 2009 in the Official Journal of the European Union
  • -Revision to IAS 1 "Presentation of Financial Statements"
  • -Amendment to IAS 19 "Employee Benefits"
  • -Revision to IAS 23 "Borrowing Costs"
    • Amendment to IAS 32 "Financial Instruments – Classification of Puttable Instruments"
    • Amendment to IAS 40 "Investment Property undergoing construction or development"
    • Amendment to IFRS 2 "Clarification of vesting conditions and cancellation" with no impact on financial statements
    • Amendment to IFRS 1 / IAS 27: "Cost of investment in a subsidiary, co-enterprise or joint venture" with no impact on financial statements
    • IFRS 8 "Operating Segments": Management's use of historical business-segment analysis for decisionmaking complies with IFRS 8. Consequently, the application of this standard has no impact on the financial statements.
  • -IFRIC 13 "Customer Loyalty Programmes"

Foncière des Régions has not applied and will not apply the latest published standards and interpretations before they became mandatory on or after 1 January 2009. These are as follows:

    • All standards amended as part of the IFRS improvements published in April 2009 by the IASB and not yet adopted by the European Union
    • Amendment to IFRS 5 "Non-Current Assets Held for Sale and Discontinued Operations", mandatory from 1 July 2009
    • Revision to IAS 27 relating to "Business Combinations Phase II", mandatory from 1 July 2009
    • Amendment to IAS 38 "Intangible Assets: Advertising and Promotion Expenses", mandatory from 1 July 2009
    • Amendment to IAS 39 "Financial Instruments: Recognition and Measurement": Reclassification of financial assets, not adopted by the European Union
    • Amendments to IFRIC 9 "Reassessment of Embedded Derivatives" and IAS 39, not adopted by the European Union
    • Revision to IFRS 3 "Business Combinations", mandatory from 1 July 2009
    • Amendment to IFRS 7 "Financial Instruments Disclosures", not adopted by the European Union
    • IFRIC 15 "Agreements for the Construction of Real Estate", not adopted by the European Union
    • IFRIC 16 "Hedges of a Net Investment in a Foreign Operation", mandatory from 1 July 2009
    • IFRIC 17 "Distribution of Non-Cash Assets to Owners", mandatory from 1 July 2009
    • IFRIC 18 "Transfers of Assets from Customers", mandatory from 1 July 2009

If these standards were applied early, they would have no impact on the financial statements for 30 June 2009.

2.2. Changes in accounting principles – Amendment to IAS 40

The amended IAS 40 takes effect from 1 January 2009. Consequently, real estate in the course of construction must now be valued by the general principle of fair value unless its fair value cannot be measured in a reliable and continuous way (see Note 2.6.1 Real Estate in Development).

The result of this change is, at 30 June 2009, the reclassification of the CB 21 Tower as real estate measured at fair value.

2.3. Consolidation principles

Companies over which Foncière des Régions directly or indirectly exercises majority control are fully consolidated. Companies in which Foncière des Régions has less than a 50% stake, but over which it exercises substantial control, i.e. the authority to manage financial and operating policies in order to obtain benefits, are also fully consolidated.

Companies over which Foncière des Régions exercises significant control are consolidated by the equity method, which is assumed to apply when it holds 20% or more of voting rights. Jointly controlled companies are consolidated by the equity method.

The rules and methods applied by the subsidiaries are consistent with those of the Parent Company, and reciprocal transactions between consolidated companies have been eliminated.

2.4. Estimates and judgments

The financial statements have been prepared in accordance with the historic cost convention, with the exception of investment properties and certain financial instruments, which are recognised using the fair value method. In accordance with the IFRS conceptual framework, the preparation of the financial statements requires making estimates and using assumptions that impact the amounts shown in these financial statements. Significant estimates made by Foncière des Régions in preparing the financial statements relate primarily to:

    • Valuations used for testing impairment, in particular assessing the recoverable value of goodwill and intangible fixed assets
    • Valuation of the fair value of investment properties and financial instruments
  • -Valuation of provisions
  • -Valuation of pension and similar commitments
  • -Valuation of options from stock option plans

Because of the uncertainty inherent in any valuation process, Foncière des Régions reviews its estimates on the basis of regularly updated information. The future outcome of the transactions in question may differ from these estimates.

As well as estimating, the Group's Management uses its judgment to define the appropriate accounting practices for any activities, transactions and problems that current IFRS standards and interpretations do not specifically address. Specifically, Management will exercise its judgment in classifying leasing agreements (operating leases and finance leasing).

2.5. Operating segments

Foncière des Régions holds a wide range of real estate assets, in order to collect lease payments and to benefit from appreciation of the assets held. Segment reporting is based on client type and asset type. The operating segments are therefore:

  • -Offices – France: Offices and shops in France
  • -Offices – Italy: offices and shops in Italy
  • -Residential: the Group's residential assets
  • -Logistics: warehouses and other light industrial
    • Service sector: operating facilities in hotels, restaurants, and leisure health establishments
  • Car parks: parking lots wholly owned or under concession

The segments are monitored by the company's Management.

2.6. Valuation rules and methods applied by Foncière des Régions for principal balance sheet items

2.6.1. Investment properties

Investment properties are real estate assets held for the purpose of collecting lease payments, or for capital appreciation, or both, rather than

  • for use in the production or supply of goods or services or for administrative purposes
  • for sale as part of ordinary operations.

Investment properties are the bulk of the Group's asset portfolio. Properties occupied by Foncière des Régions are recorded under property, plant and equipment.

In accordance with the option offered by IAS 40, investment properties are recognised at fair value. Changes in fair value are released to profit or loss released to profit or loss. Investment properties are not amortised.

The value of Foncière des Régions' property portfolio is appraised by independent experts twice a year, once on 30 June and once on 31 December. The appraisal calculation methods are set out in an internal specifications document, based on regulatory body directives:

    • Recommendations of the French securities commission (Autorité des Marchés Financiers / AMF)
    • Guidelines in the COB report of 3 February 2000 on real estate appraisals ("Report by the working group on the real estate appraisal of the portfolio of companies engaging in public offerings", chaired by Mr. Georges Barthès de Ruyter).

All investment property owned (directly and indirectly) by Foncière des Régions was valued at 30 June 2009 by real estate expert members of AFREXIM, specifically DTZ Eurexi, Foncier Expertise, Lasalle, Atis Real and CBRE, on the basis of a common set of specifications prepared by Foncière des Régions in accordance with professional practices.

Assets are estimated at their value excluding transfer duties and/or including transfer duties, and leases are estimated at market value. They are recognised in the financial statements at their value excluding transfer duties.

Real estate in development

From 1 January 2009 and in accordance with the amended IAS 40, real estate under construction is valued according to the general principle of fair value unless its fair value cannot be determined reliably or continuously, which case the real estate is valued at cost.

Consequently, development, extension and restructuring programmes of existing but not yet operational real estate are measured at fair value and classified as investment property when the reliable fair value criterion is met (administrative, commercial and technical criteria). Up until 31 December 2008, such programmes were valued at cost in accordance with IAS 16.

In accordance with the revised IAS 23 and in line with the preceding financial year, borrowing cost during a construction and renovation period is included in the asset cost. The capitalised amount is determined on the basis of financial expenses paid or, as appropriate, on the average interest rate of the debt concerned.

2.6.2. Non-current assets in progress

Non-current assets in progress corresponds to work on assets that are not yet operational plus development programmes that cannot be measured at fair value reliably and continuously.

In accordance with IAS 16, they are valued at their historic cost. If such development programmes are audited and their appraisal value is less than the costs incurred and committed, an impairment is recognized at the close of the reporting period.

2.6.3. Non-current assets intended for sale

In accordance with IFRS 5, when Foncière des Régions decides to dispose of an asset or group of assets, it classifies them as assets intended for sale if

  • the asset or group of assets is available for immediate sale in its current condition, subject only to normal and customary conditions for the sale of such assets
  • the sale is probable within one year, this being reduced to six months for the Offices France, Logistics, and Service sector segments.

For Foncière des Régions, only properties meeting the above criteria and forming part of the disposal plans approved by the Board of Directors are classified as non-current assets intended for sale.

The valuation methods for these assets are identical to those explained above for investment properties if no sale commitment has been signed. If a sale commitment exists on the account closing date, the price of the commitment constitutes the fair value of the asset intended for sale.

2.6.4. Financial liabilities

Financial liabilities include borrowings and other interestbearing debt.

When they are first recognised, they are valued at fair value against which are charged the transactions costs directly attributable to the issuance of the liability. They are then recognised at amortised cost on the basis of the effective interest rate. The effective rate includes the nominal rate and actuarial amortisation of issue expenses and issue and redemption premiums.

The short-term portion (less than a year) of a financial debt is classified as current financial debt.

In the case of financial debts relating to financial leasing agreements, the financial debt recorded against the tangible fixed asset is initially recognised as the leased asset's fair value, or if this is less, at the adjusted value of the minimum lease payments.

2.6.5. Derivative instruments and hedging instruments

Foncière des Régions uses derivatives to hedge its variable-rate debts against interest rate risk (hedging future cash flows). As of 1 January 2007, given the nature of its debt, Foncière des Régions (excluding Beni Stabili) no longer recognises hedging instruments in accordance with IAS 39. All derivative instruments are therefore recognised at fair value and changes are released to profit or loss. The revaluation difference of financial instruments recognised in shareholders' equity at 31 December 2006 is written back for the remaining duration of the hedging instruments.

Beni Stabili uses derivatives to hedge its variable-rate debts against interest rate risk (hedging future cash flows) and applies hedge accounting when the disclosure and effectiveness conditions (prospectively and retrospectively) are met. In this case, changes in the fair value of the derivative are recorded net of tax under shareholders' equity, until the hedged transaction is completed for the effective part of the hedge. The ineffective part is released to profit or loss.

Financial derivatives are recorded in the balance sheet at fair value. Fair value is calculated using valuation techniques that use mathematical calculations based on recognised financial theories and parameters that incorporate the prices of market-traded instruments. These valuations are performed by an external provider.

2.6.6. Revenues

Consolidated total revenue essentially includes revenue related to the following activities:

  • -Revenue from leasing
  • -Revenue from parking lots
  • -Sales of properties in inventory
  • -Revenue from services.

As a general rule, settlement is on a quarterly basis for tertiary assets (offices, etc.) and monthly for residential assets.

Leasing revenue from investment properties is recognised on a straight-line basis for the term of the current leases. Any benefits granted to tenants (lease deductions, instalments, works) are depreciated on a straight-line basis over the term of the leasing agreement.

Revenue from the provision of services is recognised at the time the service is performed.

For Marchand de Biens sales (sales of bricks & mortar), revenue is recorded at the date that the majority of the risks and benefits inherent in the property are transferred (the date of transfer of ownership).

2.6.7. IFRS 7 – Correspondence table

Credit risk §2.6
Market risk §2.6
Liquidity risk §2.6
Sensitivity to rate of return §2.6
Sensitivity to financial expenses §3.6
Covenants §3.6

2.7. Management of financial risks

The Group's operating and financial activities are exposed to the following risks

Market risk

Holding real estate assets intended for leasing exposes Foncière des Régions to the risk of fluctuation in the value of real estate assets and lease payments. This exposure is limited insofar as invoiced lease payments are based on leasing commitments, the duration and diversity of which smooth out the effect of fluctuations in the leasing market.

However, it is important to take into consideration the specifics linked to certain segments of the Group, in particular:

    • As the Logistics segment is closely linked to general economic activity, it is subject to fluctuations and economic cycles: financial vacancy at 30 June 2009 was 10.96%;
    • The evolution of rents in the Service sector segment depends on the indices that serve as the basis for index-linking rents and on Accor revenues for the hotels concerned. If property investment markets deteriorate, Foncière des Murs could suffer valuation corrections the extent of which, however, would be limited by the protection afforded by its tenancy agreements;
    • The Logistics segment is set out in detail below (i.e. rental counterparty risk).

Sensitivity to rate of return by operating segment Foncière des Régions Group level:

Value chg –50 bp Value chg +50 bp Value chg +100 bp
€m Group Grp share Group Grp share Group Grp share
Offices – France 179.9 179.9 –160.3 –160.3 –304.0 –304.0
Offices – Italy 423.4 309.5 –350.2 –256.0 –644.7 –471.2
FDR Hotels 4.0 4.0 –3.4 –3.4 –6.3 –6.3
Service sector 235.6 59.0 –202.9 –50.9 –379.5 –95.1
Residential 294.6 113.8 –251.0 –97.0 –467.5 –180.6
Logistics 68.9 46.2 –61.5 –41.3 –116.9 –78.4
TOTAL 1,206.2 712.3 –1,029.3 –608.7 –1,918.8 –1,135.6

Liquidity

Liquidity risk is managed in the medium term and long term via multi-year plans and, in the short term, by using confirmed and undrawn credit facilities.

The Group should confront no major debt maturity in the next four years. Maturities year by year represent no more than about 5% of total debt between 2009 and 2011, and less than 10% in 2012.

Interest rates

The aim of Foncière des Régions' interest-rate risk management policy as described above is to limit the impact on income of interest rate movements, as well as to secure the total cost of debt. To do this, the Group uses derivatives (principally swaps and caps) and thereby covers its overall interest rate risk.

Financial counterparties

The Group continually monitors its exposure to financial counterparty risk. The Group's policy is to enter into agreements only with top-quality counterparties.

Credit concentration

The Group's revenues from leasing are subject to a certain degree of concentration, as the principal tenants (France Télécom, EDF, Accor, Korian) generate most of the annual lease revenue. Despite this fact, Foncière des Régions does not believe it is significantly exposed to credit risk as tenants are selected on the basis of their financial soundness and the economic prospects in their market sectors. The operating and financial results of the principal tenants are continually monitored.

Rental counterparties

Benefiting as it does from a diversified portfolio of clients with the principal of them being extremely high-quality and generally leaders in their respective market sectors (France Telecom and Telecom Italia, EDF, Accor, Korian), the Foncière des Régions Group is not exposed to significant risk in this area.

In the Logistics segment, the diversified and thereby spread portfolio of tenants guarantees the absence of significant risk in this area.

The Group has not been impacted by any significant rent default or non-payment.

Asset value

Real estate investments are recognised in the income statement at fair value. As a result, changes in the price of real property could significantly impact the Group's operating performance.

Furthermore, part of the Group's operating results derives from arbitrage activity, an activity also influenced by the value of real property assets and the volume of potential transactions.

Rents and prices for real property assets are cyclical by nature; the duration of cycles is variable but, in general, they are always long term. The various domestic markets have different cycles, which vary in relation to each other depending on specific economic and commercial environments. Furthermore, within each domestic market, prices respond to cycles in a different way and with varying sensitivity depending on the location and type of asset.

The following macroeconomic factors have the most impact on the value of real property assets and therefore impact market trends the most:

  • -Interest rates
    • Market liquidity and the availability of profitable alternative investments
  • -General economic growth.

Low interest rates, high market liquidity and the lack of profitable alternative investments generally induce a rise in the value of real property assets.

Economic growth generally induces rising demand for rental premises and stimulates rent increases, particularly in the offices segment, which increases real estate prices. However, in the medium term, economic growth also normally fuels inflation and thus a rise in interest rates creating more, profitable, investment alternatives. These alternatives push real estate prices downwards.

The Group's investment policy aims at minimizing the impact of the various stages of the cycle by careful investment selection, focusing on:

  • Long-term leases and quality tenants, thereby attenuating the impact of declining market rents or falling real estate prices;

-Major urban agglomerations;

  • Real estate with low vacancy rates to avoid the risk of having to re-let vacant spaces in an environment where demand may be limited.

Exchange rates

The Group operates in the eurozone and is therefore not exposed to foreign exchange risk.

Investments made, in exceptional circumstances, in currencies other than euros are generally financed by borrowing in the contracted currencies.

Shareholdings

The shares held are securities of listed subsidiaries. In principle, Foncière des Régions fully consolidates the results of these companies in its own accounts, whatever percentage it holds in them, and it is therefore not sensitive to changes in the stock market prices of subsidiaries' shares in terms of the consolidated accounts. It is the variations in the asset make-up of the listed subsidiaries and their results that are fully, continuously and entirely reflected in the published consolidated financial statements.

Only individual company accounts can be affected, not in terms of specific investment securities, but by reflecting investment policies that detract and contribute to the results of the Group, thereby clarifying the Group's structure.

3. NOTES TO THE CONSOLIDATED BALANCE SHEET

3.1. Non-Current Assets

3.1.1. Table of changes in non-current assets

3.1.1.1. Tangible (property, plant and equipment) and intangible assets

Change in 30-Jun-09
€k 31-Dec-07 31-Dec-08 Acquisition Increase Disposal Decrease fair value Transfers GROSS
Intangible assets
Goodwill – NET 0 0 0 0 0 0 0 0
Gross amounts 394,176 394,944 394,944
Amortisation 394,176 394,944 394,944
Other intangible assets – NET 35,547 140,746 1,149 –1,111 1,373 0 7,465 149,622
Gross amounts 50,118 210,680 1,149 8,362 220,191
Amortisation 14,571 69,934 1,111 –1,373 897 70,569
TOTAL property plant & equipment
Land – NET 54,244 56,830 0 0 0 0 0 56,830
Gross amounts 54,244 56,830 56,830
Amortisation 0 0 0
Buildings – NET 208,682 113,880 0 –7,294 0 0 0 106,586
Gross amounts 243,797 127,124 127,124
Amortisation 35,115 13,244 0 7,294 20,538
Other prop plant & equip – NET 6,152 8,077 405 –873 –1,014 0 504 7,099
Gross amounts 18,476 22,591 405 –1,289 –635 21,072
Amortisation 12,324 14,514 873 –275 –1,139 13,973
Non-current assets in progress – NET 896,599 873,601 87,023 –12,293 0 0 –439,337 508,994
Gross amounts 896,599 993,985 87,023 –553,375 527,633
Amortisation 0 120,384 12,293 –114,038 18,639
Investment properties 15,154,902 13,746,867 24,303 0 0 -562,480 469,678 13,678,368
Occupied properties 15,154,902 13,746,867 24,303 –47,659 –495,727 44,425 13,272,209
Real estate in development 0 0 –66,753 425,253 358,500
Saleable properties 948,626 1,338,733 2,140 –245,152 –37,865 –39,011 1,018,845
Total 17,304,752 16,278,734 115,020 –21,571 –292,811 359 –600,345 –701 15,478,685

The "Transfer" column shows a balance of €0.7m, corresponding mainly to assets held by Beni Stabili, and reclassified during the period from inventory to investment properties.

Non-current assets in progress

The comparison of market value against non-current assets in progress includes a €12.3m impairment, specifically in the Offices Italy segment (€9.6m) and the Bagnolet building (€2.8m).

Total capitalised financial expenses at 30 June 2009 are as follows:

€k 30-Jun-09 31-Dec-08
Capitalised fin expenses
Offices – France 14,210 29,288
Carré Suffren 2,713 6,160
CB 21 Tower 11,417 22,796
Bagnolet 80 332
Offices – Italy 1,904 5,150
Residential (VEFA) 262 631
Logistics 0 478
TOTAL 16,376 35,547

At 30 June 2009, the CB 21 Tower was reclassified as investment real estate (in line with the IAS 40 amendment).

Investment properties

Increases over the period concern mainly capitalised works in the Residential segment (€12.6) and additional works in the Service sector segment (Accor and Club Med works, €7.9m).

Disposals concern mainly the exit from consolidation of Fund H1, which held three hotels and a retirement home with a value of €41m.

Transfers concern mainly transfers between investment assets and saleable assets, as well as the CB 21 Tower.

Saleable properties

Assets intended for sale amounted to €1,018.8m. They are determined by reference to the annual sales budget approved by the companies' Boards of Directors.

Increases over the period relate to capitalised works in the Residential sector (€2.1m).

For details of the sales, see Note 4.2 below.

31 Dec 2007 31 Dec 2008 Change in Change in 30 Jun 09 Amort./ 30 Jun 2009
€k NET NET Increase Decrease fair value scope GROSS Provisions NET
Other assets available for sale 192 - - -
IBM subordinated loans 4,602 6,160 738 –2,121 4,777 4,777
Corton subordinated loans 3,445 16,839 2,354 –1,753 17,440 17,440
AKAMA sec. redemp. option - - 10,000 10,000 10,000
Cœur d'Orly subordinated loans - 896 896 164 732
Subord. loans (to eq. assoc.) 8,047 23,895 13,092 –3,874 - - 33,113 164 32,949
Ordinary loans 19,460 10,744 15,666 –18,907 894 8,397 8,397
Total loans 27,507 34,639 28,758 –22,781 - 894 41,510 164 41,346
OPCI Technical Fund securities 18,475 298 18,773 18,773
Beni Stabili fund securities 38,951 38,228 –94 38,134 38,134
Unconsolidated securities 323 323 323 11 312
Total other financial assets 39,274 57,026 - –94 298 - 57,230 11 57,219
Outstanding finance leases (LT) 66,184 38,422 –8,498 29,924 29,924
Holdings in associates 321,428 190,624 449 –43,142 54 147,985 147,985
TOTAL non-current share 387,612 229,046 449 –8,498 –43,142 54 177,909 - 177,909

3.1.1.2. Non-current financial assets

The increase in subordinated debt is due mainly to the constitution of a €10m surety following the signing of a promise to buy 50% of AKAMA (Vélizy CORTON).

The Technical OPCI (real estate) Fund securities are recognised at the net asset value of the OPCI.

Beni Stabili holdings in real estate funds are valued at their historical cost.

For details of holdings in associated companies see Note 4.5 below.

3.2. Deferred taxes at period-end

At 30 June 2009, deferred taxes corresponded to a deferred tax liability of €338.4m net of deferred tax assets (as against €371m at 31 December 2008).

The main changes over the period are the result of changes in the fair value of investments assets and in financial assets/ liabilities (net impact on income being +€29.8m), the details of which are as follows:

3.2.1. Deferred tax assets

BALANCE SHEET IMPACT ON INCOME
Increase Decrease
€k 31-Dec-07 31-Dec-08 Changes in scope Period Transfer Reversals Disposal Rate
differential
Other 30-Jun-09 Expenses
tax
deferred
Income
tax
deferred
Def tx assets on loss
c/fwd 74,610 88,602 0 192 –73,911 350 0 0 –21 14,554 350 192
Offices – Italy 56,075 73,968 –73,989 –21 0
Residential Germany 18,534 14,633 192 346 0 14,479 346 192
Logistics Germany 0 0 79 4 75 4
Def tx assets on reval
diff 0 0 0 2,685 11,725 0 0 0 –1,731 16,141 0 2,685
Offices – Italy 0 0 2,685 11,725 –1,731 16,141 2,685
Def tx ass on IFT 0 6,873 0 3,957 0 0 0 0 0 10,830 0 3,957
Residential Germany 0 6,873 3,957 0 10,830 3,957
Def tax ass on timing
difference 8,510 14,647 –350 2,057 62,607 74 0 0 321 78,566 74 2,057
Offices – France 2,199 355 0 621 10 0 966 10
Offices – Italy 4,055 11,694 1,795 62,264 321 75,432 1,795
Service sector 374 549 –350 –199 0 0
Residential Germany 1,882 1,540 21 0 64 0 1,497 64 21
Logistics Germany 0 509 241 –79 671 241
TOTAL 83,120 110,122 –350 8,891 421 424 0 0 –1,431 120,091 424 8,891

3.2.2. Deferred tax liabilities

BALANCE SHEET IMPACT ON INCOME
Increase Decrease
€k 31-Dec-07 31-Dec-08 Changes in scope Period Transfer Reversals Disposal Rate
differential Other 30-Jun-09
Expenses
tax
deferred
Income
tax
deferred
Def tx assets on
revaluation
450,706 462,900 –1,579 4,371 290 38,707 0 0 218 427,057 4,371 38,707
Offices – France 1,677 –545 621 0 76
Offices – Italy 195,468 204,503 13,102 221 191,180 13,102
Business Premises 2,844 38,703 –1,579 –200 2,802 0 –3 34,125 2,802
Housing Germany 181,088 159,653 3,647 1,945 0 161,355 3,647 1,945
Logistique 55,593 57,491 –131 20,194 37,166 20,194
Parking 14,036 3,095 724 664 0 3,155 724 664
Def tax liab on timing
difference 62,055 18,205 0 13,845 131 827 0 0 –51 31,405 13,845 827
Offices – France 1,412 –291 133 0 –424 133
Offices – Italy 20,172 16,132 11,463 27,595 11,463
Business Premises 30,571 –2,368 689 0 –51 –3,006 689
Housing Germany 10,024 4,436 2,178 5 0 6,609 2,178 5
Logistics Germany 0 0 160 131 291 160
Parking –124 295 44 0 339 44
TOTAL 512,761 481,105 –1,579 18,216 421 39,534 0 0 167 458,462 18,216 39,534

3.3. Current assets

3.3.1. Short term loans and leasing receivables – current

€k 31 Dec 2007
NET
31 Dec 2008
NET
Increase Decrease 30 Jun 09
GROSS
Amort./
Provisions
30 Jun 2009
NET
Short term loans (ICNE) 139 3,228 3,156 –3,228 3,156 1,304 1,852
Outstanding finance leases (ST) 47,921 27,417 –7,245 20,172 20,172
TOTAL current share 48,060 30,645 3,156 –10,473 23,328 1,304 22,024

3.3.2. Inventory

Inventory corresponds primarily to assets held in the Group's real estate companies and in the Beni Stabili trading portfolio.

At 30 June 2009 these were composed mainly of assets held for trading in the Offices Italy segment (gross value €118.9m) and production-in-progress relating to existing real estate development in the Residentialsegment (gross value €12.2m).

The sharp drop against 31 December 2008 is due essentially to the sale of construction land in Villeurbanne (€7.2m).

A €2.3m provision exists for Residentialsegment inventory and was constituted when the company Gewo Datteln was acquired.

3.3.3. Cash and cash equivalents

Gross cash totalled €162.4m including €149.9m in cash and €12.5m in investment securities.

30-Jun-09
€k Gross Market value 31-Dec-08 31-Dec-07
SICAV 12,524 12,524 7,254 74,500
CDN 0 3,993
Other 0 641
Curr int not due on inv securities 0 126
TOTAL 12,524 12,524 12,014 74,500

At 30 June 2009, the mutual fund portfolio consisted mainly of standard money-market sicavs. Group subsidiaries hold no investments subject to capital risk.

3.4. Changes in shareholders' equity

Shareholder's equity totalled €139,734,084 at 30 June 2009, compared to €123,263,163 at 31 December 2008.

Reserves corresponded to corporate reserves and amounts carried forward by the parent company, as well as reserves from the consolidation.

Over the period, shareholders' capital changed as a result of an 87%-subscribed offer of stock dividends (dividends in the form of shares), thereby creating 5,489,897 new shares, which were delivered and admitted for trading on 29 May 2009. Cash dividends amounted to €28.5m.

Shareholders' equity also changed due to the exercise of stock options involving the creation of 410 new shares.

The company's share capital at 30 June 2009 consisted of 46,578,028 shares, all of the same share class, each with a par value of €3, i.e. €139,734,084.

The composition of its share capital at 30 June 2009 was as follows:

– Number of authorised shares: 46,578,028
– Number of issued and fully paid-up shares: 46,578,028
– Number of issued shares not fully paid-up: 0
– Par value of the shares: 3.00
– All shares are of the same share class
– There is no restriction on the distribution of dividends
– Shares held by the company or its subsidiaries: 488,016

Foncière des Régions is governed by the regime applying to SIICs (listed real estate investment companies).

Change in the number of shares over the period

DATE Operation Shares
issued
Treasury
shares
Shares in
circulation
12/31/2008 Opened 41,087,721 494,008 40,593,713
5/29/2009 Dividends paid in shares 5,489,897
3/31/2009 Treasury shares Q1 16,204
6/30/2009 Treasury shares Q2 –22,196
31/04/2009 Stock options 410
6/30/2009 Closed 46,578,028 488,016 46,090,012

3.5. Provisions for risks and contingencies

Increases Transfers Decreases
€k 31-Dec-07 31-Dec-08 Change in
scope
Approp used Reversals of
provisions
not used
30-Jun-09
Provisions for property risks 123 60 0 40 0 20
Other provisions for litigation 12,012 11,668 531 –98 908 0 11,193
Provisions for taxes 10,334 8,714 0 99 –81 25 8,707
Provisions for sustainable development 536 949 0 949
Other provisions 18,805 20,109 35 787 109 14,470 6,570
Subtotal Provisions – current liabilities 41,810 41,500 35 1,417 –70 15,443 0 27,439
Provisions – seniority bonuses 827 600 151 159 592
Provision – retirement 36,921 36,597 1,676 145 1,594 36,534
Subtotal Provisions – non-current
liabilities 37,748 37,197 0 1,827 145 1,753 0 37,126
TOTAL 79,558 78,697 35 3,244 75 17,196 0 64,565

Provisions for risks and contingencies consist mainly of:

  • Provisions for retirement and service bonuses (noncurrent liabilities) in the amount of €37.1m, most of which are constituted for the Residentialsegment (€34.1m)

  • Other provisions for risks and contingencies (current liabilities) in the amount of €27.4m.

Other provisions for risks and contingencies at period-end were as follows:

Provisions for disputes:

– Provisions concerning assets (including the Sophia Mougins property, awaiting the conclusions of the investigator): €1.9m

– Provisions for real estate disputes (Offices France, awaiting reply from our consultants): €1.5m

– Provisions for risk of non-payment (Logistics): €2.5m

– Provisions for technical tax audit: €1.5m (awaiting reply from tax authorities)

– Provisions for tax audit (Offices Italy, on Telemaco holdings): €3.5m

Provisions for taxes

– Residential: €5.8m

– Contribution operation – Parking segment: €2.3m

Provisions for sustainable development

– Residential: €0.9m

Other provisions

  • Provisions for renewal and works (Parking): €3.2m
  • Provisions for land taxes (Parking): €1.2m

The change over the period is due mainly to the reversal of the property provision in the Offices Italy segment (removal of risk linked to lease restrictions, €13.2m).

3.6. Statement of financial debt at 30 June 2009

Reclassification
(in € millions) 12/31/2007 of scope Change in 12/31/2008 Change in 31/06/2009
Borrowings from credit institutions 10,078.5 146.3 –220.7 10,004.1 –511.6 9,492.5
Finance leasing 91.7 - –47.5 44.2 42.0 86.2
Indexing of the Finance lease residual
values and market value of fixed-rate
finance lease debt - - - - - -
Deferral of set-up costs for bank
borrowings –61.5 - 14.1 –47.4 3.0 –44.4
ICNE 31.1 - –7.6 23.5 5.6 29.2
Valuation of financial instruments –40.1 - 534.5 494.4 149.3 643.7
Creditor banks 239.1 - –103.6 135.5 144.6 280.1
Current Accounts - - 1.2 1.2 –0.0 1.2
Other 146.3 –146.3 - - -
TOTAL 10,485.1 - 170.4 10,655.5 –167.0 10,488.5

3.6.1. Terms and conditions of the loans taken out by Foncière des Régions (exceeding 300m)

Date of Nominal Utilisation at
30 Jun 09
Amount
Shareholder Principal
Name Rate signature Initial in €m Maturity in €m clauses sureties Ratios
Securitisation – Lyndon
(FDL)
Variable –
Euribor 3 mths
12/1/2006 1430.0 12/15/2013 1339 Loss of
control
by FDL
Contractual
mortgages on
Immeo assets
Perimeter LTV
< 75% ICR
> 1.10
Refinancing Fin. Lease
Accor / Jardiland (FdM)
Variable –
Euribor 3 mths
7/3/2007 1,175.0 6/30/2014 1152 Loss of
control
by FdR
High quality
contractual
mortgages
Disposal Dailly des
Loyers
Consol LTV <
70%, 65% after
30 June 2012
Portfolio LTV <
75% ICR > 1.65
Securitisation –
Imser (Beni Stabili)
Variable –
Euribor 3 mths
6/19/2006 1039.8 9/20/2021 809 Yes High quality
contractual
mortgages
LTV <= 80%
ICR > 133% at
30 Jun 07 then
increasing over
time
FT Technical (FdR) Variable –
Euribor 3 mths
1/18/2006 950.0 1/18/2013 718 Yes (BIF
or FdR
holding)
High quality
contractual
mortgages
Mortgage
assignment
promises
Pledge of
Technical shares
Technical ICR
> 1.7 Technical
DSCR > 1.15%
Technical LTV <
62.5%
Securitised corp credit
(FdR)
Variable –
Euribor 3 mths
10/15/2006 850.0 10/18/2013 650 Yes Pledge of FdM and
FdL shares
Contractual
mortgages
Pledge of SCI
shares
Perimeter LTV
<= 75% Consol
LTV <= 65%
ICR >= 1.9
Utilisation at
Date of Nominal 30 Jun 09
Amount
Shareholder Principal
Name Rate signature Initial in €m Maturity in €m clauses sureties Ratios
Share backed credit –
Korian / Quick (FdM)
Variable –
Euribor 3 mths
9/27/2007 500.0 9/27/2014 392 Loss of
control
by FdR
High quality
contractual
mortgages
Disposal Dailly
des Loyers
Consol LTV <=
70%, 65% after
30 Jun 2012
Portfolio LTV
<= 75%, 70%
after 30 Jun
2012 ICR >=
1.65
Share backed
syndicated credit – Beni
Stabili (FdR)
Variable –
Euribor 3 mths
12/20/2007 450.0 12/20/2012 330 Yes Pledge of 45.9%
of the capital
and DDV of Beni
Stabili
LTV PdG < 65%
ICR PdG > 1,9
Initial financing of FEL
(FEL)
Variable –
Euribor 3 mths
5/3/2007 663.4 4/25/2014 437 Yes Contractual
mortgages
high quality
formalised 5%
Pledged SCI
Consol LTV
<=70% then
65% Credit LTV
<=70% then
65% Consol ICR
>= 125% Credit
ICR >= 150%
Credit for acquisition of
Garonor portfolio (FEL)
Variable –
Euribor 3 mths
7/31/2007 396.0 7/31/2014 200 Loss of
control
by FdR
High quality
contractual
mortgages
Disposal Dailly
des Loyers
Consol LTV <=
70%, 65% after
30 Jun 2012
Perimeter LTV
<= 70%, 65%
after 30 Jun
2012 ICR >=
1.25 Perimeter
ICR >= 1.50
Securitisation FT
Telimob (FdR)
Variable –
Euribor 3 mths
1/10/2004 355.5 1/10/2014 156 No
while
FdR is
listed
High quality
contractual
mortgages
Portfolio LTV <
65% then
decreasing
Portfolio DSCR
> 1.05 Portfolio
ICR > 1.65
Beni Stabili Immobiliare
Garibaldi Srl (Beni
Stabili)
Variable –
Euribor 3 mths
12/14/2005 350.0 12/31/2012 323 Yes High quality
contractual
mortgages
LTV <= 70%
DSCR >= 110%
Bridging loan CB21
(FdR)
Variable –
Euribor 3 mths
12/12/2007 340.0 11/28/2009 239 Yes FdR surety
PPD on the
tower
LTV < 65% ICR
>=1,9 LTV
CB21 < 60%
Milano Zerosei Srl (Beni
Stabili)
Variable –
Euribor 3 mths
12/19/2006 339.7 12/19/2013 277 Yes High quality
contractual
mortgages
LTV <= 80%
ICR > 110%
Share backed credit –
Cardif / FdR Logement /
Generali / GMF (FDL)
Variable –
Euribor 3 mths
11/30/2007 327.2 11/30/2013 186 Yes PPD on
acquired assets
Contractual or
non-formalised
mortgages on
directly
contributed
assets
Pledge on the
securities of
refinanced SCI
Consol & perim
LTV <= 65%
Consol ICR >
1.25 Consol ICR
France > 1.25
Utilisation at
30 Jun 09
Name Rate Date of
signature
Nominal
Initial in €m
Maturity Amount
in €m
Shareholder
clauses
Principal
sureties
Ratios
Share backed credit –
Sovaklé / Prédica (FDL)
Variable –
Euribor
3 mths
12/21/2005 300.0 3/31/2014 270 Yes Contractual
mortgage of
Sovaklé assets
Pledge of SCI
shares held by
FdL
Contractual
mortgage on
Saint Cloud and
Vincennes
assets
Consol & perim
LTV < 65%
Consol ICR >
1.25
Other debt 2,014
Total interest
bearing borrowing
from credit
establishments
9,492

3.6.2. Effective interest rate

Once initially posted, loans are valued at amortised cost on the basis of effective interest rate. The following list shows the effective interest rates for loans with a nominal value in excess of €300m:

Securitised loan – Lyndon (FdL): 4.36%
Bank loan – Accor / Jardiland lease refinancing (FdM): 4.86%
Securitised credit – Imser (Beni Stabili): between 4.45% and 7.50% depending on the tranche
Bank loan, technical – €950m (FdR): 4.07%
Syndicated credit, corporate – €850m (FdR): 3.46%
Bank loan – refinancing Korian Assets and financing Quick (FdM): 4.76%
Syndicated credit – refinancing Beni Stabili shares (FdR): 3.67%
Syndicated credit – initial financing of FEL: 5.16%
Syndicated credit – acquisition of Garonor portfolio (FEL): 5.44%
Securitised loan – France Télécom €355m (FdR): 5.44%
Debt – Stabili Immobiliare Garibaldi Srl (Beni Stabili): 4.21%
Syndicated credit – Tour GAN debt (FdR): 6.20%
Debt – Milano Zerosei Srl (Beni Stabili): 4.50%
Credit – Orangerie refinancing, and FdR Logement, Generali and GMF
contribution (FdL) 5.40%
Credit – Sovaklé refinancing and Prédica contribution 3.88%

3.6.3. Debt breakdown by remaining duration (k)

€m less than 1 year 1 to 5 years more than 5 yrs at 31 Dec 2009
LT financial debt
Fwd borrowings from credit establ. 496.6 5,504.0 2,392.8 8,393.4
Borrowings from clients - - - -
Debt represented by securities 128.6 587.0 469.6 1,185.3
TOTAL 625.2 6,091.1 2,862.4 9,578.7

3.6.4. Debt breakdown by type of interest rate

In € million Outstanding
fixed-rate
Outstanding
variable-rate
Foncière des Régions (*) 22.2 2,799.0
Foncière des Murs 23.6 1,828.5
Foncière Développement Logements - 2,060.5
Foncière Europe Logistique - 718.4
Beni Stabili 476.9 1,651.2
Groupe Foncière des Régions 522.7 9,057.6

(*) including Fédérimmo, Parcs GFR

3.6.5. Terms and conditions of derivative instruments

In carrying out its hedging policy, the treasury is authorized to use only simple, standard, liquid, market-traded derivatives, i.e. swaps, caps, option tunnels (purchase of caps and sale of floors).

€m 31 Dec 2008
NET
Consolidation
changes
Impact
on P/L
Impact
on share
capital
30 Jun 2009
NET
Residential France –12.2 –5.9 –18.1
Residential Germany –43.4 –25.0 –68.4
Logistics –49.5 –12.4 –61.9
Parking –7.8 –1.4 0.0 –9.2
Service sector –102.2 2.5 –30.8 –1.1 –131.6
Offices – France –106.2 –51.8 –0.8 –158.9
Offices – Italy –173.0 –12.8 –9.7 –195.5
Total Impact IFT –494.4 2.5 –140.2 –11.6 –643.7

3.6.6. Breakdown of derivatives by remaining duration (k)

In € million less than 1 year 1 to 5 years more than 5 yrs at 31 Dec 2009
LT financial debt
Rate swaps in euros 188.1 1,669.4 5,144.8 7,002.3
Inflation swap in euros –0.3 –1.3 27.7 26.1
Index swap in euros –185.0 185.0 0.0 0.0
Cap purchases in euros 43.6 1,327.4 1,449.0 2,820.0
Cap sales in euros 0.0 200.0 0.0 200.0
Floor sales in euros 33.1 1,037.2 530.0 1,600.3
SALE OF CALL SWAPTION 0.0 0.0 20.0 20.0
TOTAL 79.5 4,417.7 7,171.5 11,668.7

3.6.7. Breakdown of derivatives by counterparty rating (m)

The derivatives portfolio has been broken down by type of counterparty, with nominal value and market value broken down according to categories defined by Standard & Poor's and similar rating agencies, with no weightings applied. Mark to market was determined by applying the yield method.

Nominal value Market value
In € million Amount % of structure Amount % of structure
Rated AA and above 171.5 1% 158.4 1%
Rated A 11,452.2 98% 10,705.5 98%
Rated BBB 45.0 0% 42.6 0%
Group company 0.0 0% 0.0 0%
Unlisted 0.0 0% 0.0 0%
TOTAL 11,668.7 100% 10,906.5 100%

3.6.8. Interest rate risk – key figures

Outstandings at 30 June 2009 (m)

Fixed rate Variable rate
Financial debt & borrowings 522.7 9,336.1
Financial assets –162.4
Net financial liabilities before management 522.7 9,173.7
Hedging
Swaps 7,002.3 –7,002.3
Caps 2,620.0 –2,620.0
Total hedging 9,622.3 –9,622.3
Net financial liabilities after management 10,145.0 –448.6

The nominal values of hedging instruments represent all the Group's hedging instruments, whether or not they are eligible for hedge accounting.

The sensitivities shown below apply to interest rates as a whole, including fixed and variable-rate terms.

The impact of a 100-bp rise in interest rates at 30 June 2009 on the Group share of consolidated current cash flow would be (–€384k).

The impact of a 100-bp drop in interest rates at 30 June 2009 on the Group share of consolidated current cash flow would be +€140k.

The impact of a 100-bp rise in interest rates at 30 June 2009 on the Group share of current cash flow would be (–€190k).

The impact of a 100-bp drop in interest rates at 30 June 2009 on the Group's current cash flow would be (–€30k).

3.6.9. Bank covenants

With the exception of securitised borrowings, the debts of Foncière des Régions, Foncière des Murs, Foncière Développement Logements and Foncière Europe Logistique are associated with bank covenants affecting the consolidated financial statements and, if not honoured, could constitute grounds for a demand for early repayment:

  • Loan-to-Value ratio (LTV): This is the relationship of the debt to the market value (net asset value) of the Group's total assets, excluding cash, cash equivalents and net debt;

  • Interest Coverage Ratio (ICR): This is the relationship of operating revenue before asset disposals with net provisions reversed out, to net financial expenses, as calculated from the income statement.

These covenants are entered into on a consolidated Group share basis for Foncière des Régions and on a consolidated basis for FdR subsidiaries.

The thresholds vary from company to company (LTV ceiling set at 65% for Foncière Développement Logements and 70% for Foncière des Régions, Foncière des Murs and Foncière Europe Logistique) but are set company-wide for any particular company, so a single ceiling applies to all the debts of any particular company.

Consol LTV 30 Jun 2009
Debt Perimeter Covenant threshold
Refinancing Fin. lease Accor / Jardiland FdM 70%
Securitised corp credit FdR 70%
Share backed credit – Korian / Quick FdM 70%
Share backed syndicated credit – Beni Stabili FdR 70%
Initial financing of FEL FEL 70%
Credit for acquisition of Garonor portfolio FEL 70%
CB 21 bridging loan FdR 70%
Share backed credit – Cardif / FdR Logement / Generali / GMF FDL 65%
Share backed credit – Sovaklé / Prédica FDL 65%
Consol ICR 30 Jun 2009
Debt Perimeter Covenant threshold
Refinancing Fin. lease Accor / Jardiland FdM 165%
Securitised corp credit FdR 190%
Share backed credit – Korian / Quick FdM 165%
Share backed syndicated credit – Beni Stabili FdR 190%
Initial financing of FEL FEL 125%
Credit for acquisition of Garonor portfolio FEL 125%
CB 21 bridging loan FdR 190%
Share backed credit – Cardif / FdR Logement / Generali / GMF FDL 125%
Share backed credit – Sovaklé / Prédica FDL 125%

All disclosable financial covenants at 30 June 2009 have been disclosed with the exception of the Parcs GFR ratios, which require the debt to be reclassified as falling due within a year in the amount of €14m.

The consolidated ratios of Foncière des Régions at 30 June 2009 were 58.8% for consolidated Group share LTV and 206% for consolidated Group share ICR (not including margins on Residentialsales) compared with 58.8% and 202% at 31 December 2008, respectively.

The ratios of the listed subsidiaries are available in their respective reference documents.

These consolidated accounting covenants are normally associated with agreements specific to the perimeters financed (the Group's debt being basically portfolio-backed).

These "perimeter" covenants (referred to as cover ratio or more usually "Perimeter LTV") generally have less restrictive LTV thresholds for the Group's individual company perimeters than for the consolidated perimeter as a whole. Their purpose is essentially to ring-fence the financing facility by correlating it to the value of the underlying assets pledged as surety.

3.7. Weight of financial instruments in the balance sheet

The book values of the financial instruments by category in accordance with IAS 39 are as follows:

Bal Sh amts in terms of IAS 39
€k Classification
in terms of
IAS 39
Fair value at
31 Dec 2007
Fair value at
31 Dec 2008
Value of
Bilancielle at
30 Jun 2009
Amortised
cost
Fair value
recognised
in share
capital
Fair value
recognised
in income
statement
Fair value at
30 Jun 2009
Assets
Loans (non current,
not ST)
P§C 66,781 34,639 41,346 41,346 41,346
Derivatives at fair
value
AJVPR 155,313 908 1,392 0 1,392 1,392
Customers & related
accts
P§ C 170,024 174,010 239,874 239,874 239,874
Receivables & loans
(curr & non-curr ST)
P§ C 114,244 69,067 51,948 51,948 51,948
Other receivables P§ C 245,051 188,422 233,106 233,106 233,106
Other assets
available for sale
ADV 192 0 0 0 0
Cash & cash
equivalents
ADV 300,501 199,460 162,445 162,445 162,445
1,052,106 666,506 730,111 728,719 0 1,392 730,111
Liabilities
Borrowings & debts /
credit establishments
DACA 10,513,025 10,185,139 9,844,836 9,844,836 9,879,889
Derivatives at fair
value PJVPR 115,180 495,310 645,103 195,543 449,560 645,103
Sureties DACA 26,533 17,876 17,235 17,235 17,235
Trade and other
debts
DACA 372,801 183,790 229,682 229,682 229,682
11,027,539 10,882,115 10,736,856 10,091,753 195,543 449,560 10,771,909

4. NOTES TO THE INCOME STATEMENT

4.1. Operating income

4.1.1. Revenues

Revenue (in €k) 30-Jun-09 30-Jun-08 €k Var % 30-Jun-07
Offices – France 127,154 142,011 –14,857 –10.5% 136,299
Offices – Italy 107,080 106,751 329 0.3% 34,839
Total Office Rents 234,234 248,762 –14,528 –5.8% 171,138
Logistics 47,024 48,300 –1,276.0 –2.6% 24,718
Residential 105,773 106,465 –692 –0.6% 96,201
Service sector 100,930 99,003 1,927 1.9% 69,960
Parking 10,041 9,940 101 1.0% 9,604
TOTAL RENTS 498,002 512,470 –14,468 –2.8% 371,621
Provision of services 10,475 8,641 1,834 21.2% 2,507
Inventory sales 8,284 8,563 –279 –3.3% 3,634
TOTAL REVENUE 516,761 529,674 –12,913 –2.4% 377,762

Offices – France

The drop in rents in France (–10.5%) was due primarily to disposals realised during the second half of 2008 and at the start of the first half of 2009, as well as to the vacating of the CB 21 Tower.

Offices – Italy

Offices Italy rents remained steady over the period.

Logistics

The drop in Logistics rents was due primarily to the increase in vacancies (particularly in Germany) and to the recognition at 30 June 2009 of compensation for the early termination of a lease in Bingen.

Residential

The drop in rents from Residential(–0.6%) was due to asset sales realised in 2008.

Service sector

The rise in rents from Service sector (+1.9%) was due primarily to the integration of acquisitions realised in 2008 and to the impact of Accor rents due to the underestimation of 2008 provisions and the overestimation of 2007 provisions.

Parking

Revenues from Parking remained steady over the period.

Disposals of buildings in inventory

Disposals of buildings in inventory correspond primarily to sales of trading assets realised in Offices Italy as well as the sale of the Villeurbanne building in Offices France.

Provision of services

This line recognises the share of services realised with third parties, essentially in Offices France and Offices Italy. The change over the period was in Offices France and corresponds to development operations management (Cœur d'Orly, Euromarseille, etc.).

4.1.2. Other purchases and taxes

Other external purchases and expenses

At 30 June 2009, other external purchases and expenses were as follows:

Variations 2009/2008
€k 30-Jun-09 30-Jun-08 30-Jun-07 €k %
Cost of supplies / merchandise 922 2,261 7,225 –1,339 –59.2%
Outsourcing contracts 2,828 2,880 1,929 –52 –1.8%
Uninvoiced rents and rent expenses 4,914 5,594 4,626 –680 –12.2%
Maintenance & repair 11,134 14,657 10,461 –3,523 –24.0%
Insurance premiums 1,937 1,821 1,721 116 6.4%
Personnel external to the company 1,687 1,917 1,476 –230 –12.0%
Remuneration to intermediaries & fees 15,213 22,389 12,337 –7,176 –32.1%
Other charges 7,508 8,426 6,464 –918 –10.9%
TOTAL 46,143 59,945 46,239 –13,802 –23.0%

The change in other external purchases and expenses was linked in particular to the internalisation of certain functions that had previously been externally managed.

The drop in merchandise purchases corresponds to the purchase of trading assets in the Offices Italy segment during the first half of 2008.

The drop in maintenance expenses was concentrated in the Residentialsegment (–€3.1m).

The sharp drop in fees was due to the reduction in legal and consultancy fees in the Offices Italy (–€1.8m) and Offices France (–€3.8m) segments.

Taxation

At 30 June 2009, levies and taxes were €12.7m compared to €14.1m at 30 June 2008 and consisted of the following:

  • Land taxes and office taxes not invoiced to tenants; in particular, €5.5m for Offices Italy, €2.5m for Offices France, and €1.3m for Logistics

  • -Income tax and other earnings-based taxes: €0.7m

  • -Professional taxes €0.4m.

4.1.3. Personnel expenses

At 30 June 2009, personnel expenses amounted to €25.6m compared to €33m at 30 June 2008. This increase was due to the internalisation of certain functions.

Change
€k 30-Jun-09 30-Jun-08 30-Jun-07 €k %
Employee remuneration 25,790 23,508 19,430 2,282 10%
Social security expenses 9,015 8,305 8,186 710 9%
Other 801 1,167 2,508 –366 –31%
TOTAL 35,606 32,980 30,124 2,626 8%

Geographic breakdown of personnel expenses

Change
€k 30-Jun-09 30-Jun-08 30-Jun-07 €k %
France 18,101 15,686 15,600 2,415 15%
Germany 11,932 11,105 10,624 827 7%
Italy 5,573 6,189 3,900 –616 –10%
TOTAL 35,606 32,980 30,124 2,626 8%

4.1.4. Appropriations to amortisation and to provisions for non-current assets, current assets, risks and contingencies

Appropriations to amortisation and provisions for the period consisted primarily of:

  • Depreciation recognised on the Bagnolet building (€2.3m) and assets in development in the Offices Italy segment (€9.6m)

-Reversal of provision for the Garibaldi Tower in Offices Italy (removal of risk linked to lease restrictions (€13.2m)).

4.2. Net disposals of non-current assets

Sales of non-current assets comprise sales of securities, of investment properties and of saleable real estate. These sales as at 30 June 2009 were as follows:

Real Est disposals – €k Selling
price
Appraised
value
31 Dec 2008
Disposal
expenses
Net
margin
Offices – France 77,507 –82,813 –631 –5,937
Offices – Italy 37,545 –36,575 –161 809
Logistics France 23,900 –27,595 0 –3,695
Logistics Germany 3,610 –4,400 0 –790
Service sector 35,894 –39,145 –136 –3,387
Residential France 34,921 –33,913 –672 336
Residential Germany 30,176 –27,526 –624 2,026
TOTAL 243,553 –251,967 –2,224 –10,638
Sales of securities – €k Selling
price
Appraised
value
31 Dec 2008
Net
margin
Beni Stabili shares 627 –1,479 –852
FDM shares 27,969 –42,562 –14,593
H1 Fund shares 5,500 –12,228 –6,728
FDR treasury shares 739 –830 –91
FDL treasury shares 219 –474 –255
TOTAL 35,054 –57,573 –22,519

4.3. Other non-recurring income and expenses

Other operating income and expenses comprised essentially badwill from the FEL €8.4m capital increase and from the €3.4m differential on Beni Stabi results.

4.4. Financial income

Change
Jun 09/Jun 08
€k 30-Jun-09 30-Jun-08 30-Jun-07 k€ %
Interest income on cash transactions 5,212 21,714 10,792 –16,502 –76%
Interest expense on financing operations –211,695 –253,357 –156,760 41,662 –16%
NET COST OF DEBT –206,483 –231,643 –145,968 25,160 –11%
Income from finance lease transactions (CB) 2,273 5,139 8,228 –2,866 –56%
Expenses on finance lease transactions (CB) –1,061 –1,241 –1,382 180 –15%
Finance leasing 1,212 3,898 6,846 –2,686 –69%
Positive change in fair value of financial assets & liabilities 703 197,042 184,919 –196,339 –100%
Negative change in fair value of fin. assets and liabilities –140,496 0 0 –140,496 n.a
Change in fair value –139,793 197,042 184,919 –336,835 –171%
Financial proceeds from discounting 839 1,453 1,046 –614 –42%
Financial expenses from discounting –10,499 –10,168 –3,900 –331 3%
Discounting –9,660 –8,715 –2,854 –945 11%
IFRS effects –149,453 188,327 182,065 –337,780 –179%
Repurch IMSER Bonds – BENI STABILI 41,009 41,009 n.a
Net expenses on financial provisions –4,845 –8,171 –1,921 3,326 –41%
TOTAL –318,560 –47,589 41,022 –270,971 569%

Financial income included primarily the following elements:

-Drop in the cost of debt (€25.2m)

  • Impact on financial income (€41m) of the redemption of IMSER Bonds by Beni Stabili and on the change in the fair value of financial instruments (€10.3m due to the ineffectiveness of the derivatives connected with the redeemed bond tranches)

  • Accruals impacted essentially by the calculation of the effective interest rate for Offices Italy, the discounting of sureties for Offices France and Logistics, and stock option expenses

-Net expenses on financial provisions relating mainly to amortisation of financial expenses.

4.5. Associates

Financial disclosure relating to associates

€K
Companies
Percentage
held
Value
30 Jun 2009
Contribution
to income
Value
31 Dec 2008
Value
31 Dec 2007
ALTAREA 12.04% 117,559 –23,967 150,122 190,200
CORTON Group 50.00% 18,167 –7,921 26,073 10,200
IBM GROUP 25.00% 3,516 –1,214 4,589 6,000
Cœur d'Orly 25.00% 576 –137 714 0
EUROMED Group 25.00% 6,451 –132 6,587 0
VUC / ALMACIE 0.00% 0 0 0 96,100
Companies held by BENI STABILI – Italy 7.31% 1,716 –779 2,539 18,900
TOTAL 147,985 –34,150 190,624 321,400

The share in the income of associated companies amounted to (–€34.2m) and relates to the companies held directly or indirectly by Foncière des Régions via its subsidiaries GFR Externalisation and Beni Stabili.

Composition of shareholders

Groupe
Groupe Corton Cœur d'Orly Euromed Groupe IBM Altaréa
Groupe Foncière des Régions
FDR 50% 25% 50% 25% 12.04%
Tiers Hors Groupe
MSREF 50% 75% 6.80%
Actionnaires fondateurs 55.81%
ALTAREA 25%
PREDICA 50% 10.87%
AEROPORTS DE PARIS 50%
Autres 14.48%

Financial disclosures

in €K
Name
Accounts
closing
date
Balance
Sheet
Total
Total
non-current
assets
of which
Investment
properties
Total
debts
of which
financial
debt
Turnover Consolidated
Net income
CORTON Group 6/30/2009 411,723 386,585 381,500 374,130 323,969 13,289 –15,841
IBM Group 6/30/2009 77,911 57,387 56,900 56,193 48,115 2,839 –4,557
EUROMED 6/30/2009 35,139 4,699 0 8,368 0 0 –333
Cœur d'Orly 6/30/2009 not yet available
ALTAREA 6/30/2009 not yet available
Companies held by BENI
STABILI – Italy
6/30/2009 not yet available

Note

As the Altaréa financial statements were published later than the FdR financial statements, a method for estimating accounts was defined. Accordingly, the consolidated result at 30 June 2009 was estimated by extrapolating the 2008 financial year results by six months.

Non-recurring items were reversed out and not extrapolated. Only the changes in the Fair Value of Investment Assets and of Financial Instruments were estimated on the basis of a prudent review of 2009 results.

In addition, the variance between the estimate made at 31 December 2008 and the result published by Altaréa in 2008 occurs in the income statement for the period.

4.6. Taxes

€k Tax payable Deferred taxes Total Tax rate
France 1,335 –19,465 –18,130 33.33%
Italy 12,698 –6,119 6,579 31.40%
Belgium 71 –3,491 –3,420 33.99%
Luxembourg 0 377 377 30.00%
Germany 776 –1,087 –311 15.83%
TOTAL 14,880 –29,785 –14,905

+ corresponds to tax expense ; – corresponds to tax receipt

The tax rate used for Luxembourg is 30%, for Belgium 33.99%, for Germany 15.825%, and for Italy 31.40%. Deferred taxes were calculated with a rate of 15.825% for Germany and 31.40% for Italy.

Taxes were calculated on the basis of actuals for the listed parent companies and for significant non-SIIC subsidiaries.

5. OTHER INFORMATION

5.1. Group personnel

At 30 June 2009, the Group had 877 employees, of which 347 were in France, 141 in Italy and 389 in Germany.

Its average workforce in the first half of 2009 was 801.6, of which 347.5 in France, 140.5 in Italy and 313.6 in Germany.

5.2. Earnings per share and diluted earnings per share

Per-share information (earnings per share, cash flow per share) takes into account dilution resulting from the inclusion of stock options and bonus shares that have been allocated but not yet issued.

The number of exercisable options at 30 June 2009 was 464,837. On the basis of the exercise prices (between €22.54 and €97.956) the result would be a contribution of €0.9m for FdR.

On the basis of the 30 June 2009 share price, this number of options would allow 16,650 shares at a full price of €53.6, which is a diluting effect of 8,763 shares, in addition to the 93,850 free shares not yet exercised at that date.

Net income group share at 30 Jun 2009 –325,557
Undiluted average number of shares 41,505,837
Diluted average number of shares – Stock options 8,763
Diluted average number of shares – Bonus shares 93,850
Diluted average number of shares 41,608,449
Net earnings per share, undiluted –7.844
Net earnings per share, diluted – Stock options 0.00
Net earnings per share, diluted – Bonus Shares 0.02
Net earnings per share, diluted –7,824

5.3. Commitments

5.3.1. Real sureties

€k 2009 2008 2007
Pledges, mortgages and real sureties (1) 15,199,111 15,836,922 16,388,136
TOTAL 15,199,111 15,836,922 16,388,136

The non-recourse financing of the assets of the EDF and France Télécom portfolios are secured by mortgages on 100% of the assets acquired and a pledge, to the lender, consisting of shares of the borrowing companies.

(1)of which: – real sureties: €14,820,633k

– pledges of securities or guarantees: €378,478k (inc. 30.9% of FdL shares, 19.4% of FdM shares, 11.5% of Altaréa shares and 67.9% of Beni Stabili shares).

Pledges of issuer's assets as at 30 June 2009

Type of pledge/mortgage – €k Amount of assets
pledged
Total of balance
sheet item
corresponding %
On intangible assets 0 149,629 0.0%
On property, plant & equipment 669,692 679,509 98.6%
On investment properties (incl properties held for sale)
and securities (1) 14,440,718 14,854,758 97.2%
On inventories 88,701 129,498 68.5%
On non-current financial assets, excluding securities 0 41,346 0.0%
TOTAL 15,199,111 15,854,740 95.9%

(1) Direct and indirect subsidiaries of Foncière des Régions:

– 18,588,288 Foncière Développement Logements shares are pledged, or 30.9% of the company's share capital

– 9,667,088 Foncière des Murs shares pledged, or 19.4% of the company's share capital

– 6,000,999 GFR Kléber shares are pledged, or 100% of the company's share capital

– 1,169,223 Altapar shares are pledged, or 11.5% of the company's share capital.

– 1,300,599,733 Beni Stabili share are pledged, or 67.9% of the company's share capital.

The €16,388m in pledged assets represent 95.9% of the balance sheet total.

The start and expiry dates of the pledges correspond to the dates of the loans backed by these guarantees.

5.3.2. Commitment concerning MSREFF's option to sell holdings in Corton Group

As part of FdR's operation to repurchase MSREFF's stake in the Corton Group, a unilateral promise to buy company shares was concluded between the two parties.

Foncière des Régions (via its wholly-owned subsidiary, GFR-Externalisation) undertook to acquire from MSREFF, if the latter exercises its option to sell, full ownership of MSREFF's remaining 50% stake in the Corton Group for a price of €46m, less the amount of any intra-Group loans existing at the date that the option is exercised.

This commitment was subject to the following suspensive conditions:

  • -There exist no claims, expropriations or requisitions
  • -All share pledges are discharged

  • The sell option must be exercised between 24 July and 15 September 2009.

The breach of any of these suspensive conditions causes the commitment to lapse.

5.3.3. Commitments concerning works in the Service sector segment

Commitments concerning the Sunparks works

Foncière des Murs signed a partnership agreement at the time the assets were acquired, which provides for work on the holiday villages to be spread over two years and a provisional completion date of 1 October 2009.

The total commitment for this was €20m. At 30 June 2009, €7.6m of works had been completed generating €14k in additional rents during the first half of 2009. There thus remained a commitment of €12.4m at 30 June 2009. On full completion of these works, additional rents are expected to represent 6.2% of the expenditures incurred.

Foncière des Murs undertook to buy the extension completed in the Sunpark de Mol village for the price of €15m.

Commitments concerning the Da Balaïa works

Portmurs SA and the Portuguese branch of Club Méditerranée SA signed a partnership agreement at the time the company was acquired by Foncière des Murs, which provides for work on the holiday village to be spread over two years and a provisional completion date of 30 April 2009.

The total commitment for this was €6.7m. At 30 June 2009, €4.8m of works had been completed generating €43k in additional rents during the first half of 2009. There thus remained a debt of €1.9m at 30 June 2009. On full completion of these works, the additional rents are expected to represent 6.5% of €5m of the expenditures incurred, and 7.25% of the remaining €1.7m.

Commitments concerning the Générale de Santé works

Foncière des Murs signed a partnership agreement with Générale de Santé, which provides for work to be carried out on the group's clinics.

The total commitment was for €0.7m to be spent by 31 December 2009.

Commitments concerning the Korian works

Foncière des Murs signed a partnership agreement with Korian, which provides for work to be carried out on the group's clinics and EHPADs (residential care facilities for the elderly).

The total commitment was for €0.9m to be spent by 31 December 2009.

5.4. Transactions between related parties

The disclosures below concern the principal related parties; specifically, disclosure of the assistance that Foncière des Régions' parent company, Batipart, provides to FdR.

The Chairman and CEO of the Batipart Group is Charles Ruggieri, who is also Chairman of the Board of Directors of Foncière des Régions.

Batipart provides Foncière des Régions with administrative services and business development support and also invoices rents. For this, FdR recognised expenses of €2m and €0.05m respectively for the first half of 2009.

In addition, Foncière des Régions sold 4% of its stake in Foncière des Murs to Generali (see Note 1.2.3 for details of the transaction). Generali is a member of the Board of Directors of Foncière des Régions and currently owns 20% of FdM.

6. SEGMENT REPORTING

On the basis of the Group's internal organisation and in accordance with IFRS 8, Foncière des Régions' operating segments are as follows:

  • Offices France
  • Offices Italy
  • Residential
  • Logistics
  • Service sector
  • Parking
  • Corporate

The accounting principles used to prepare the sectoral financial data are the same as those used to prepare the overall financial statements.

6.1. Intangible assets by operating segment

Service
31 Dec 2008 – €k Offices – France Offices – Italy Residential Logistics sector Parking Total
Goodwill -
Other non-current assets 1,699 5,566 179 - - 133,302 140,746
Net 1,699 5,566 179 - - 133,302 140,746
30 Jun 2009 – €k Offices – France Offices – Italy Residential Logistics Service
sector
Parking Total
Goodwill -
Other non-current assets 561 6,073 1,219 - - 141,769 149,622
Net 561 6,073 1,219 - - 141,769 149,622

6.2. Property, plant and equipment by operating segment

Service
2008 – €k Offices – France Offices – Italy Residential Logistics sector Parking Total
Land 21,157 24,072 2,346 - - 9,255 56,830
Buildings 26,211 25,774 7,298 - 1 54,596 113,880
Other non-current assets 1,894 2,135 2,388 62 557 1,041 8,077
Non-current assets in progress 581,209 263,942 13,681 14,430 108 231 873,601
Net 630,471 315,923 25,713 14,492 666 65,123 1,052,388
Service
2009 – €k Offices – France Offices – Italy Residential Logistics sector Parking Total
Land 21,157 24,072 2,346 - - 9,255 56,830
Buildings 23,109 25,367 7,184 - - 50,926 106,586
Other non-current assets 1,752 2,021 2,243 124 11 948 7,099
Non-current assets in progress 193,769 282,786 16,459 14,924 155 901 508,994
Net 239,787 334,246 28,232 15,048 166 62,030 679,509

6.3. Investment properties / saleable properties by operating segment

2008 – €k Offices – France Offices – Italy Residential Logistics Service
sector
Total
Investment properties 2,191,832 3,787,889 3,319,117 1,257,630 3,190,399 13,746,867
Assets held for sale 913,820 180,305 147,996 57,102 39,510 1,338,733
TOTAL 3,105,652 3,968,194 3,467,113 1,314,732 3,229,909 15,085,600
2009 – €k Offices – France Offices – Italy Residential Logistics Service
sector
Total
Investment properties
Assets held for sale
2,717,872
577,243
3,611,374
266,859
3,239,690
151,353
1,132,050
22,990
2,929,723
400
13,630,709
1,018,845

6.4. Financial assets by operating segment

Service
31 Dec 2008 – €k Offices – France Offices – Italy Residential Logistics sector Parking Corporate Total
Loans 34,639 - 34,639
Other financial assets* - 38,228 –17 - 21 2 18,764 56,998
Finance lease receivables 483 37,939 38,422
Share in income/loss of associates 188,068 2,539 17 190,624
Net 223,190 40,767 - - 21 2 56,703 320,683

* Excluding financial instruments for which segmenting is shown below

Service
30 Jun 2009 – €k Offices – France Offices – Italy Residential Logistics sector Parking Corporate Total
Loans 41,297 49 - 41,346
Other financial assets* - 38,134 –17 - 21 2 19,079 57,219
Finance lease receivables 436 29,488 29,924
Share in income/loss of associates 146,230 1,716 17 22 147,985
Net 187,963 39,850 49 - 21 24 48,567 276,474

* Excluding financial instruments for which segmenting is shown below

6.5. Financial liabilities by operating segment

2008 – Liabilities per
business segment –
€k
Offices – France Offices –Italy Residential Logistics Service
sector
Car
parks
Corporate TOTAL
Total LT & ST
Borrowing 1,519,403 2,253,631 2,087,656 814,690 1,911,586 123,729 1,450,344 10,161,039
30 Jun 2009 – €k Offices – France Offices –Italy Residential Logistics Service
sector
Car
parks
Corporate TOTAL
Total LT & ST
Borrowing
1,506,428 2,151,600 2,142,981 718,426 1,876,788 128,566 1,320,047 9,844,836

6.6. Financial instruments by operating segment

31 Dec 2008 – €k Offices – France Offices – Italy Residential Logistics Service
sector
Car
parks
Corporate TOTAL
Financial Instrument Assets 64 - 201 - - - 643 908
Financial Instrument Liabilities 54,319 173,025 55,836 49,536 102,216 7,778 52,600 495,310
Net Financial Instruments 54,255 173,025 55,635 49,536 102,216 7,778 51,957 494,402
30 Jun 2009 – €k Offices – France Offices – Italy Residential Logistics Service
sector
Car
parks
Corporate TOTAL
Financial Instrument Assets 4 - 402 - 128 - 858 1,392
Financial Instrument Liabilities 85,101 195,543 86,956 61,935 131,734 9,179 74,655 645,103
Net Financial Instruments 85,097 195,543 86,554 61,935 131,606 9,179 73,797 643,711

6.7. Profit by operating segment

Offices – Offices – Service Car
30 Jun 2008 – €k France Italy Residential Logistics sector parks Corporate TOTAL
Rental income 142,011 106,751 106,465 48,300 - - 403,527
Receipts from parking lots - - - 9,940 9,940
Receipts from bus. premises - - 99,003 99,003
Disposals of properties in inventory 851 7,556 156 8,563
Services 713 6,280 683 453 1 - 512 8,641
Net Revenue 143,575 120,587 107,304 48,753 99,004 9,940 512 529,675
Other operating income 108 - 774 140 42 4 20 1,088
Total income from current operations 143,683 120,587 108,078 48,893 99,046 9,944 532 530,763
Costs of disposals of inventory –901 –8,028 183 –8,746
Other external purchases and expenses –5,418 –15,230 –19,072 –3,947 –2,477 –3,323 –10,478 –59,945
Income and other taxes –2,101 –5,876 –2,137 –1,750 –273 –864 –1,096 –14,097
Personnel expenses –1,825 –6,038 –12,800 –1,439 –858 –732 –9,288 –32,980
Appropr. to amortisation, depreciation
and provisions –31,190 –942 –378 –8 –10 –3,905 –889 –37,322
Net provisions on current assets –455 92 –231 –807 –37 6 597 –835
Net provisions for risks and contingencies 21 60 –39 –572 –68 61 16 –521
Other operating expenses –715 805 385 –689 –308 –472 –90 –1,084
Total expenses on continuing
operations –42,584 –35,157 –34,089 –9,212 –4,031 –9,229 –21,228 –155,530
OPERATING INCOME BEFORE
DISPOSALS OF INVESTMENT ASSETS 101,099 85,430 73,989 39,681 95,015 715 –20,696 375,233
Net disposals of non-current assets –33,505 39,640 5,515 –644 150 - 5,058 16,214
Change in fair value of investment assets 69,521 53,183 –90,581 –66,570 57,602 –7 23,148
Other operating income and expenses –11,806 –1,291 10,954 –781 –4,517 3 –4,314 –11,752
Total other operating income and
expenses 24,210 91,532 –74,112 –67,995 53,235 3 737 27,610
CURRENT OPERATING INCOME 125,309 176,962 –123 –28,314 148,250 718 –19,959 402,843
Interest income on cash transactions 6,697 2,815 2,324 4,012 891 110 4,865 21,714
Interest expense on financing operations –35,283 –58,160 –47,986 –45,068 –22,429 –3,243 –41,188 –253,357
Net cost of debt –28,586 –55,345 –45,662 –41,056 –21,538 –3,133 –36,323 –231,643
Income from finance lease
transactions (CB) - - - - - 5,139 5,139
Expenses on finance lease
transactions (CB) - - - - - –1,241 –1,241
Finance leasing - - - - - - 3,898 3,898
Change in fair value 178,577 –1,190 43,726 –52,697 252 717 27,657 197,042
Positive change in fair value of financial
assets & liabilities 125,880 157 43,726 - 252 717 27,657 198,389
Negative change in fair value of fin. assets
and liabilities 52,697 –1,347 - –52,697 - - –1,347
Discounting 1,428 –5,316 –1,466 –1,566 351 - –2,146 –8,715
Financial proceeds from discounting –162 1,242 - 22 351 - 1,453
Financial expenses from discounting 1,590 –6,558 –1,466 –1,588 - –2,146 –10,168
IFRS effects 180,005 –6,506 42,260 –54,263 603 717 25,511 188,327
Net expenses on financial provisions –7,045 - - –1,410 –144 428 –8,171
Total financial expenses 11,959 –66,065 –49,452 –100,763 –22,573 –3,243 –44,575 –274,712
Total financial income 132,415 4,214 46,050 4,034 1,494 827 38,089 227,123
FINANCIAL INCOME 144,374 –61,851 –3,402 –96,729 –21,079 –2,416 –6,486 –47,589
Shares of inc/loss of eq held cos 13,369 - 13,369
INCOME BEFORE TAXES 283,052 115,111 –3,525 –125,043 127,171 –1,698 –26,445 368,623
30 Jun 2009 – €k Offices –
France
Offices –
Italy
Residential Logistics Service
sector
Car
parks
Corporate TOTAL
Rental income 127,154 107,080 105,773 47,024 - - - 387,031
Receipts from parking lots - - - - - 10,041 - 10,041
Receipts from bus. premises - - - - 100,930 - - 100,930
Disposals of properties in inventory - - 8,284 - - - - 8,284
Services 2,828 6,615 532 - - - 500 10,475
Net Revenue 129,982 113,695 114,589 47,024 100,930 10,041 500 516,761
Other operating income 77 - 706 170 37 59 79 1,128
Total income from current
operations 130,059 113,695 115,295 47,194 100,967 10,100 579 517,889
Costs of disposals of inventory 518 –7,502 - - - –6,984
Other external purchases and
expenses –3,513 –12,233 –14,557 –4,662 –1,629 –3,164 –6,385 –46,143
Income and other taxes –2,446 –5,453 –1,967 –1,511 –325 –378 –613 –12,693
Personnel expenses –1,580 –6,082 –13,691 –1,859 –673 –641 –11,080 –35,606
Appropr. to amortisation, depreciation
and provisions –13,860 –1,172 –411 –9 –1 –4,908 –1,409 –21,770
Net provisions on current assets –804 266 –3 989 –25 –4 - 419
Net provisions for risks and
contingencies –2,125 16,222 –126 –401 26 –525 483 13,554
Other operating expenses 2,328 –983 –240 –113 –399 –1,306 –713
Total expenses on continuing
operations
–21,482 –8,452 –39,240 –7,693 –2,740 –10,019 –20,310 –109,936
OPERATING INCOME BEFORE
DISPOSALS OF INVESTMENT
ASSETS
108,577 105,243 76,055 39,501 98,227 81 –19,731 407,953
Net disposals of non-current assets –5,997 431 2,107 –4,485 –10,790 –24 –14,399 –33,157
Change in fair value of investment
assets –226,199 16,241 –32,642 –130,157 –227,586 - –7 –600,350
Other operating income and expenses –12,692 16,222 2,025 8,408 899 –31 424 15,255
Total other operating income and
expenses –244,888 32,894 –28,510 –126,234 –237,477 –55 –13,982 –618,252
CURRENT OPERATING INCOME –136,311 138,137 47,545 –86,733 –139,250 26 –33,713 –210,299
Interest income on cash transactions 1,678 42,584 647 224 105 20 963 46,221
Interest expense on financing
operations –21,960 –53,059 –42,598 –18,388 –43,410 –3,498 –28,782 –211,695
Net cost of debt –20,282 –10,475 –41,951 –18,164 –43,305 –3,478 –27,819 –165,474
Income from finance lease
transactions (CB) - - - - - 2,273 2,273
Expenses on finance lease
transactions (CB)
- - - - - –1,061 –1,061
Finance leasing - - - - - - 1,212 1,212
Change in fair value –30,099 –12,772 –30,919 –12,399 –30,789 –1,444 –21,371 –139,793
Positive change in fair value of financial
assets & liabilities - - - 405 298 703
Negative change in fair value of fin.
assets and liabilities –30,099 –12,772 –30,919 –12,399 –31,194 –1,444 –21,669 –140,496
Discounting –356 –6,086 –1,558 –154 –1,506 - - –9,660
Financial proceeds from discounting 2 753 - 10 74 - 839
Financial expenses from discounting –358 –6,839 –1,558 –164 –1,580 - –10,499
IFRS effects –30,455 –18,858 –32,477 –12,553 –32,295 –1,444 –21,371 –149,453
Net expenses on financial provisions 4,940 - - –680 –46 –9,059 –4,845
Total financial expenses –52,417 –72,670 –75,075 –31,631 –76,230 –4,942 –60,571 –373,536
Total financial income 6,620 43,337 647 234 584 20 3,534 54,976
FINANCIAL INCOME –45,797 –29,333 –74,428 –31,397 –75,646 –4,922 –57,037 –318,560
Shares of inc/loss of eq held cos
INCOME BEFORE TAXES
–34,113
–216,221
-
108,804
-
–26,883
-
–118,130
-
–214,896
–37
–4,933
–90,750 –34,150
–563,009

7. SCOPE OF CONSOLIDATION

The following companies were consolidated for the first time:

-At the Foncière des Murs level:

Parcs du Ruban Bleu (Saint Nazaire) within the Parcs GFR perimeter, partnership with APSYS France: 50% Parcs GFR, 50% Apsys France; integrated at equity into FdR (rate: 29.24%)

-At the Beni Stabili level:

BS ATTIVITA' COMMERCIALE 1 SRL, integrated 100%

BS ATTIVITA' COMMERCIALE 2 SRL, integrated 100%

-At the Foncière Développement Logements level:

RRW-FdL Wohnen KG, 94% owned by FdL Wohnen Gmbh and 6% owned by BdL (RRW Verwaltungs Gmbh)

IMMEO Residential Finance Ltd, an Irish ad-hoc company

Companies no longer consolidated are

-At the Beni Stabili level:

BENI STABILI INVESTIMENTI SPA – SGR in liquidation

VALIM SRL

AGORA SRL

BUENA SUERTE SRL

FACERE SRL

-At the Foncière des Murs level:

Sale of the Italian companies H1 and H2 Firenze Srl on 6 May 2009.

C. Report of the statutory auditors on the 2009 semi-annual financial statements

To the shareholders,

In implementation of the mandate entrusted to us at your general meeting and pursuant to Article L.451-1-2 of the French Monetary and Financial Code:

-We have conducted a limited review of the short-form semi-annual consolidated financial statements of the company

FONCIERE DES REGIONS, covering the period 1 January to 30 June 2009, which are attached to this report.

-We have reviewed the information in the semi-annual business report.

These short-form consolidated financial statements were prepared under the responsibility of your Management Board in the conditions described in Note 1.1 of the appendix, characterised by a certain difficulty in forecasting future prospects that already prevailed at the end of the previous financial year at 31 December 2008. Our mandate was to express our conclusion about these financial statements on the basis of our limited review.

I - Conclusion concerning the financial statements

We have conducted our limited review in accordance with the professional standards applicable in France. A limited review consists essentially of meeting with the management members in charge of the accounting and financial aspects of the company and carrying out analytical procedures. These analyses are less extensive than those required for an audit conducted according to the professional standards applicable in France. Consequently, from our limited review we can provide only moderate assurance that the financial statements as a whole do not contain significant anomalies, and such assurance is less certain than that obtainable from a full audit.

On the basis of our limited review, we have found no significant anomalies that might call into question the compliance of the short-form consolidated financial statements with accounting standard IAS 34, the IFRS standard for interim financial statements as adopted in the European Union.

Without questioning the conclusion expressed above, we wish to draw your attention to:

  • -Note 2.1 of the appendix on the new standards applicable from 1 January 2009
    • Note 2.2, which explains the change of method for the initial application of the amended IAS 40 standard relating to investment property that is under construction or in development
  • Note 1.7.2 "Post balance sheet events", which discloses the tax reassessment received by the Group's Italian subsidiary on 17 July 2009.

II - Specific verifications

We have also verified the disclosures in the semi-annual business report relating to the short-form consolidated financial statements to which our limited review refers. We have no observation to make concerning their truthfulness and their agreement with the consolidated financial statements.

Issued in Paris and Courbevoie on 30 July 2009

-The Statutory Auditors

61, RUE HENRI REGNAULT 5 RUE ALFRED DE VIGNY 92400 COURBEVOIE 75008 PARIS DENIS GRISON BENOIT GILLET ODILE COULAUD

MAZARS CONSEIL AUDIT & SYNTHESE

D. Certification from the preparer

Paris, 30 July 2009

I certify that, to my knowledge, the abridged accounts for this past semi-annual period have been prepared in accordance with the applicable accounting standards and give a faithful image of the assets, of the financial position and of the results of the company as well as of all of the companies included in the consolidation, and that the attached semi-annual business report presents a faithful picture of the important events occurring during the first six months of the financial year, of their impact on the accounts, of the major transactions between related parties, as well as a description of the main risks and main uncertainties for the remaining six months of the financial year.

Mr. Christophe Kullmann Chief Executive Officer Person in Charge of the Financial Information

Typesetting : RR Donnelley – 01. 53. 45. 19. 00

Headquarters

46, avenue Foch 57000 Metz Tél. : 00 33 (0) 3 87 39 55 00 Fax : 00 33 (0) 3 87 39 55 01 [email protected]

Foncière des Régions in Paris

30, avenue Kléber 75208 Paris Cedex 16 Tél. : 00 33 (0) 1 58 97 50 00 Fax : 00 33 (0) 1 58 97 50 01 [email protected]

www.foncieredesregions.fr