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Covivio Interim / Quarterly Report 2014

Aug 8, 2014

1222_ir_2014-08-08_b670271e-3259-440d-ba0c-309ba021ff0f.pdf

Interim / Quarterly Report

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FIRST-HALF FINANCIAL REPORT

2014

CONTENTS 2014 FIRST-HALF FINANCIAL REPORT

1 2014 FIRST-HALF MANAGEMENT REPORT 1

1.1. Major transactions during the period 2
1.2. Business analysis, Group share 5
1.3. Analytical data for the business
by segment 14
1.4. Financial information and comments 41
1.5. Net Asset Value (NAV) 48
1.6. Financial Resources 50
1.7. Financial indicators of the main
activities 54

2 CONSOLIDATED FINANCIAL STATEMENTS AS AT 30 JUNE 2014 55

2.1. Condensed consolidated financial
statements as at 30 June 2014
56
2.2. Notes to the condensed consolidated
financial statements
64

5. DEFINITIONS, ACRONYMS AND ABBREVIATIONS USED 113

1. 2014 FIRST-HALF MANAGEMENT REPORT

1.1. THE PERIOD MAJOR TRANSACTIONS DURING 2
1.2. BUSINESS ANALYSIS, GROUP SHARE 5
1.2.1. Recognised rental income: up 18% 5
1.2.2. Lease expirations and occupancy rates 7
1.2.3. Breakdown of Group share of rental
income
8
1.2.4. Disposals and disposal agreements:
€680 million, Group share
10
1.2.5. Asset acquisitions: €72 million,
Group share
10
1.2.6. Development projects: €1,7 billion
in Group share
11
1.2.7. Portfolio 12
1.2.8. List of major assets 13

1.3. ANALYTICAL DATA FOR THE BUSINESS BY SEGMENT 14

1.3.1. France Offices 14
1.3.2. Italy Offices 23
1.3.3. Hotels/Service Sector 29
1.3.4. Residential 34
1.3.5. Logistics 37
1.4. FINANCIAL INFORMATION
AND COMMENTS
41
1.4.1.
1.4.2.
1.4.3.
1.4.4.
Scope of consolidation
Accounting standards
EPRA income statements
Balance sheet
41
41
42
46
1.5. NET ASSET VALUE (NAV) 48
1.6. 1.6.1.
1.6.2.
FINANCIAL RESOURCES
Main debt characteristics
Financial structure
50
50
52
1.7. FINANCIAL INDICATORS
OF THE MAIN ACTIVITIES
54

Foncière des Régions – 2014 First-Half Financial Report 1

1.1. Major transactions during the period

17 JULY 2014 – PARIS-LA DÉFENSE: FONCIÈRE DES RÉGIONS WELCOMES THREE NEW TENANTS IN THE CB 21 TOWER

Over 7,000 sq. m let

Foncière des Régions has signed three new green leases in CB 21, representing 7,144 sq. m in new leases: 3,486 sq. m with Groupon, 2,157 sq. m with a leading telecommunications company and 1,501 sq. m with Wano, the World Association of Nuclear Operators. After these transactions, CB 21 has an occupancy rate of over 97%.

CB 21, a landmark tower in the business district, which already houses the headquarters of several large corporations (including Suez Environnement, AIG Europe Limited, Informatica and Nokia), now boasts several rental successes from companies in the "new economy".

These companies chose La Défense, either by moving to the area or by reaffirming their location, and they chose CB 21 in particular because it meets their needs and expectations: quality of services, size and flexibility of the office spaces, comfort and services offered.

These leases prove that the market in La Défense, the 1st European business district, is very attractive. In fact, over the first six months of the year, approximately 100,000 sq. m of offices have been leased in La Défense, a large portion of which resulted from companies moving into the area. This is a sign of the influence that this business district is exerting, and its attractive features are enticing companies to seek out locations that are accessible and equipped with services as well as new and high-performing office spaces.

26 JUNE 2014 – B&B HOTELS AND ITS PARTNERS VINCI IMMOBILIER AND FONCIÈRE DES RÉGIONS INAUGURATED A NEW ECONOCHIC HOTEL IN PARIS ON THIS THURSDAY, 26 JUNE

The B&B Hotel Paris Porte des Lilas was inaugurated today by Dominique Ozanne, Chief Operating Officer of Foncière des Régions, Jean-Luc Guermonprez, Executive Vice President and Head of Hotel Operations with VINCI Immobilier, and Georges Sampeur, Chief Executive Officer of the B&B Hotels Group. With 265 rooms, the Paris Porte des Lilas hotel built by VINCI Immobilier and owned by Foncière des Régions is the 222nd and largest property in the family of B&B Hotels. Guests at the inauguration ceremony marveled at the ceremony's Old Paris and lilac theme, but also the more modern theme of connectivity.

23 JUNE 2014 – FIRST STONE LAID OF THE GOLDEN TULIP HOTEL IN EUROMED CENTER

An ambitious hotel development that will add to the vibrant urban culture in Euromed Center

At the start of 2013, Crédit Agricole Assurances and Foncière des Régions, the joint investors of a project mapped out by developers Altarea Cogedim and Crédit Agricole Immobilier, made a long-term commitment with the Louvre Hotels Group for the development of a 4-star Golden Tulip hotel within the district of Euromed Center in Marseille.

Situated in the heart of the largest office development being built in Marseille, the hotel will play a key role in the on-going vitality of this new district in the city that offers a mixture of urban activities.

20 JUNE 2014 – FONCIÈRE DES RÉGIONS CONTINUES TO STRENGTHEN ITS POSITIONING ON THE GERMAN RESIDENTIAL MARKET

Acquisitions of 3,400 residential units in Berlin and in Dresden

Foncière des Régions, via Immeo AG, signed a purchase agreement for a portfolio of 3,400 residential units located in Berlin and in Dresden for approximately €240 million, fees and taxes included (€144 million, Group share). It represents an average value of about €1,200 per sq. m. Generating €15 million of annualized rent, this portfolio will generate an immediate gross yield of 6.3%.

This acquisition, which should be finalized by late July 2014, will be financed in part through bank debt and in part through a capital increase of Immeo AG.

With this transaction, Foncière des Régions confirms its strategy to strengthen its positioning on the German residential sector. A promising market in terms of residential property, Germany has value creation potential which is reflected in the regular increase of rents at constant scope and capital gains in the long term.

Operating in this market since 2005 with a high-quality local team, Foncière des Régions aims to diversify the geographic location of its operations by strengthening its presence in dynamic and attractive cities, such as Berlin, Dresde and Leipzig.

11 JUNE 2014 – FONCIÈRE DES RÉGIONS ACQUIRES THE "NH AMSTERDAM CENTRE" HOTEL**** FROM THE NH HOTEL GROUP

A new hotel real-estate partnership with a key European player

Foncière des Régions, through its specialist Hotel & Servicesector subsidiary Foncière des Murs, acquires an "NH Hotels" hotel from the NH Hotel Group in Amsterdam. This ideallysituated four-star establishment, with 232 rooms, is subject to a 20-year triple net fixed-term lease. The acquisition represents an investment of €47.9 million (transfer taxes included).

This acquisition also paves the way for a new partnership for Foncière des Régions with a new brand, NH Hotel Group, which is one of the leaders in Europe and worldwide with 400 hotels and some 60,000 rooms spread across 28 countries. Foncière des Régions is thus embarking on a new stage in the realisation of its development strategy on the European ladder, whilst diversifying its hotel partnerships.

Relying on the dynamism and capacity for innovation of the NH Hotel Group, and on Foncière des Régions' 360° integrated expertise in hotel real-estate, the two partners intend to develop their partnership in Europe.

25 MARCH 2014 – SIGRID DUHAMEL NOMINATED AS DIRECTOR AT FONCIÈRE DES RÉGIONS

The appointment of Sigrid Duhamel as Director at Foncière des Régions has been approved by the Board of Directors and will be submitted to the Foncière des Régions General Shareholders' Meeting on 28 April 2014.

Sigrid Duhamel is the Group Corporate Real Estate Director at PSA Peugeot Citroën. She is an acknowledged real estate professional with international experience and awareness who will enrich the qualifications level of the Board.

She will act as an independent director in the meaning of the Afep-Medef Corporate Governance code. Following this appointment, 29% of Foncière des Régions' Board of Directors will be women and 50% of Board members will be independent directors.

13 MARCH 2014 – FONCIÈRE DES RÉGIONS ACCELERATES ITS STRATEGIC REFOCUSING BY SELLING NEARLY 60% OF ITS LOGISTICS ASSETS FOR €473 MILLION

Foncière des Régions has signed agreements with real estate funds managed by Blackstone to sell €473 million in logistics assets. These agreements concern 17 logistics platforms, representing a total surface area of nearly 750,000 sq. m, located in France and Germany. The assets will be integrated into Logicor, Blackstone's European logistics platform.

This transaction, which should be finalised in July 2014, will be carried out in-line with the last appraised values.

With this transaction, Foncière des Régions accelerates its refocusing on its core business activities: the leasing of Offices to large companies, as well as the Hotels & Service sector and the German residential sector, two diversifications in solid and profitable markets.

At the conclusion of this disposal, the Core business activities of Foncière des Régions will represent 90% of the Group's share of assets, compared to 85% at the end of 2013.

3 FEBRUARY 2014 – SUPPORT OF B&B IN ITS EUROPEAN EXPANSION EFFORT

Foncière des Régions, through its 28% stake in the company's FDM subsidiary, and B&B have signed a partnership agreement for the financing of nine new hotels in Germany over the next three years. The investment will amount to around €50 million, strengthening the partnership that was initiated between the two groups in 2010.

The protocol concerns the development of nine new B&B hotels, representing 900 rooms located in town centres of major German cities. This new partnership involves an investment of around €50 million. The new hotels, set to open between 2014 and 2016, will be let on 20-year leases with a net triple base rent.

With this project, Foncière des Régions and B&B consolidate their partnership and continue to pursue their development policy in Germany, a strategic country for both entities.

22 JANUARY 2014 – BENI STABILI LAUNCHES A €350 MILLION BOND ISSUE

As part of the diversification of its sources of financing, Beni Stabili launched a €350 million bond issue on 22 January 2014 maturing in 2018.

16 JANUARY 2014 – ACQUISITION OF THE EIFFAGE GROUP'S FUTURE CAMPUS AT VÉLIZY-VILLACOUBLAY BY FONCIÈRE DES RÉGIONS AND CRÉDIT AGRICOLE ASSURANCES

Foncière des Régions and Crédit Agricole Assurances acquired the future Eiffage Campus through a VEFA off plan sale from the Eiffage subsidiary and project developer Eiffage Immobilier. The 19 December 2013 deal gives the two investors ownership of the property where Eiffage Construction already has its headquarters.

During the 2nd quarter of 2015, the Eiffage Campus will bring together the Eiffage Group's five divisions, namely Construction, Public Building Works, Energy, Metals, and Concessions, together with the holding company, i.e. 1,600 employees in total.

The Eiffage Campus will include three new buildings designed by Jean-Michel Wilmotte on six levels including a basement, ground floor and four floors, and two underground car parking levels with 600 spaces covering a usable area of 23,000 sq. m, together with an existing 11,000 sq. m building and 270 parking spaces, which is Eiffage Construction's current Head Office, designed by Jean-Paul Viguier.

The employees gathered on this single site will have collaborative working areas, areas to relax and exchange ideas, and a wide range of integrated services (auditorium, restaurants, a sports room, a library, and a concierge service, etc.) as well as a huge garden.

The project intends to be exemplary from an environmental standpoint and is aiming for NF Commercial Buildings – Exception HEQ Level Approach Certification, Effinergie+ certification, and BREEAM certification. The project was designed in accordance with the Eiffage Phosphore Laboratory HQVie® principles. The gardens will account for over half of the outside space, and 50% of the roof will be vegetated. The buildings will also be equipped with solar panels, rainwater catchment systems, high-performance water-saving appliances, and reversible heated/cooled ceilings.

The acquisition of the Eiffage Campus enables Foncière des Régions and Crédit Agricole Assurances to boost their operations in this major commercial sector that is popular with key accounts.

4 Foncière des Régions – 2014 First-Half Financial Report

1.2. Business analysis, Group share

Note that Foncière des Régions increased its equity interest in Foncière Développement Logements following the public offer of exchange in August 2013. On completion of this public offer of exchange, Foncière des Régions held 59.7% of Foncière Développement Logements, which is fully consolidated as of 1 August 2013.

1.2.1. RECOGNISED RENTAL INCOME: UP 18%

100% Group share
(€M) H1 2013 H1 2014 Change
(%)
H1 2013 H1 2014 Change
(%)
Change
(%) LFL(1)
% of rent
Offices France 135.4 127.6 -5.7% 130.3 121.5 -6.8% 0.3% 42%
Paris 43.4 41.5 -4.5% 41.0 39.1 -4.5% 0.0% 14%
Paris Region 51.4 50.8 -1.1% 48.6 47.0 -3.3% 0.0% 16%
Other French regions 40.7 35.3 -13.2% 40.6 35.3 -13.0% 0.0% 12%
Offices Italy 116.3 115.9 -0.4% 59.2 59.0 -0.4% -0.8% 20%
Core portfolio 114.8 114.7 -0.1% 58.4 58.4 -0.1% 0.0% 20%
Dynamic portfolio 1.5 1.2 -22.6% 0.8 0.6 -26.2% 0.0% 0%
Development portfolio 0.0 0.0 0.0% 0.0 0.0 0.0% 0.0% 0%
TOTAL
OFFI
CES
251.8 243.5 -3.3% 189.5 180.4 -4.8% -0.1% 63%
Hotels/Service sector 101.6 96.0 -5.5% 26.4 24.8 -6.1% -1.1% 9%
Hotels 70.7 69.0 -2.4% 17.7 17.1 -3.2% 0.0% 6%
Healthcare 11.3 8.7 -22.7% 3.2 2.5 -22.7% 0.0% 1%
Business premises 19.5 18.3 -6.0% 5.5 5.2 -5.6% 0.0% 2%
TOTAL
"OFFI
CE – KEY ACCOUNTS
"
353.3 339.5 -3.9% 215.9 205.2 -4.9% -0.4% 71%
Residential 0.0 98.6 0.0% 0.0 58.5 0.0% 2.0% 20%
Germany 0.0 83.4 0.0% 0.0 49.4 0.0% 0.0% 17%
France 0.0 15.2 0.0% 0.0 9.1 0.0% 0.0% 3%
Logistics 28.0 24.0 -14.3% 28.0 24.0 -14.3% N/A 8%
TOTAL
RENT
381.3 462.1 21.2% 243.9 287.8 18% 0.2% 100%

(1) Total change Logistics incl.: +0.1% with Residential (Germany only).

Like-for-like rental income edged up 0.2%, with: Offices France up 0.3%, Offices Italy down 0.8%, Hotels and Service Sector down 1.1% and German Residential up 2%.

The explanation for this improvement lies in the very low indexation in the period, the rent renewals signed in 2013, as well as the maintenance of an occupancy rate above 96.7% end of June 2014.

As Group share, rental income totalled €287.7 million, an increase of 18% in the period. The rise was mainly due to the consolidation of the Residential business (+€58 million), and:

  • w investments (+€0.4 million)
  • w disposals (-€15 million, including -€4 million from disposals in Logistics)
  • w indexation and asset management (+€0.5 million).

1.2.1.1. Cost to revenue ratio by business

Offices Office Hotels &
Service
France Italy Sector Residential Logistics Total
(€M) H1 2014 H1 2014 H1 2014 H1 2014 H1 2014 H1 2013 H1 2014
Rental Income 121.5 59.0 24.8 58.4 24.0 243.9 287.7
Unrecovered property
operating coats
-2.7 -6.1 -0.0 -2.3 -3.1 -12.6 -14.3
Expenses on properties -0.7 -1.8 -0.0 -4.8 -0.8 -4.6 -8.2
Net losses on
unrecoverable receivable
-0.1 -0.8 0.0 -0.8 0.0 -2.6 -1.7
Net rental income 118.0 50.3 24.7 50.5 20.1 224.0 263.5
COST
TO REVENUE RATIO
2.9% 14.8% 0.2% 13.7% 16.4% 8.1% 8.4%

The cost to revenue ratio rose from 8.1% in H1 2013 to 8.4% in H1 2014, driven up by the inclusion of the Residential business, where the 13.7% cost to revenue ratio is higher than the Group average.

1.2.2. LEASE EXPIRATIONS AND OCCUPANCY RATES

1.2.2.1. Annualised lease expirations: 8.1 years firm residual lease term (5.8 years firm)

(€M)(1) By lease
end date
(1st break)
% of total By lease
end date
% of total
2014 29.4 4% 19.3 3%
2015 35.4 5% 13.7 2%
2016 33.8 5% 5.5 1%
2017 78.1 12% 64.7 10%
2018 72.0 11% 57.7 9%
2019 81.0 12% 63.5 9%
2020 27.6 4% 35.9 5%
2021 136.2 20% 38.4 6%
2022 51.9 8% 53.2 8%
2023 20.9 3% 28.9 4%
Beyond 104.8 16% 290.4 43%
TOTAL 671.0 100% 671.0 100%

(1) Residential excluded.

The average residual lease term, Group share, at the end of June 2014 was 8.1 years (5.8 years firm) as opposed to 8.0 years at the end of 2013 (5.8 years firm). In the Offices, it stood at 8.3 years (5.7 years firm). Following significant rental activity and the sale of logistics assets, with short lease terms, the firm residual term of our leases has remained stable.

(Years) By lease end date (1st break) By lease end date
GS 2013 H1 2014 2013 H1 2014
Offices – France 5.7 5.3 6.8 6.5
Offices – Italy 6.9 6.7 12.6 12.4
Total Offices 5.8 5.7 8.5 8.4
Hotels & Service sector 7.1 7.3 7.1 7.3
"Office – Key Accounts" 6.2 5.9 8.4 8.3
Logistics 3.1 2.1 5.5 4.4
TOTAL 5.8 5.8 8.0 8.1

1.2.2.2. Occupancy rate: 96.7%

(%) Occupancy rate
GS
2013
H1 2014
Offices – France
France
95.8%
96.1%
Italy
97.7%
95.7%
Hotels & Service sector
100.0%
100.0%
"Office – Key Accounts"
96.8%
96.4%
Residential
0.0%
0.0%
Germany
98.7%
98.6%
Logistics
85.5%
N/A
TOTAL
96.0%
96.7%

The occupancy rate is 96.7%, excluding Logistics (95.8% including Logistics). The occupancy rate rose 0.3% for Offices France to 96.1%, following leases signed in the first half in Tour CB 21, which is now nearly 97% rented.

1.2.3. BREAKDOWN OF GROUP SHARE OF RENTAL INCOME

1.2.3.1. Breakdown by major tenants: a strong rental income base

(€M) Annualised rental income
GS H1 2014 %
Orange 94.4 17%
Telecom Italia 59.6 11%
Accor 22.8 4%
Suez Environnement 21.1 4%
EDF 18.1 3%
Dassault Systèmes 9.8 2%
Intesa 9.8 2%
Eiffage 7.9 1%
Thales 9.1 2%
SNCF 7.7 1%
Tecnimont 7.8 1%
B&B 6.3 1%
Korian 4.4 1%
AON 5.5 1%
Peugeot/Citroën 5.2 1%
Cisco Systems 4.8 1%
Quick 4.7 1%
Sunparks 3.9 1%
Autres locataires < 4 M€ 256.6 46%
TOTAL
RENTAL
INCOME
559.6 100%

1.2.3.2. Geographical distribution: IDF (Île-de-France), Berlin, Milan and Rome account for 52% of rental income

1.2.4. DISPOSALS AND DISPOSAL AGREEMENTS: €680 MILLION, GROUP SHARE

(€M) Disposals
(agreements
as of end of
2013 closed)
Agreements
as of end of
2013
to close
New
disposals
H1 2014
New
agree
ments
H1 2014
Total
H1 2014
Margin
vs. 2013
value
Yield Total
Offices – France 100% 104.9 183.0 26.0 69.5 95.5 6.4% 7.0% 383.4
Offices – Italy 100% 19.5 12.3 61.6 5.2 66.8 1.0% 6.4% 98.6
GS 9.9 6.3 31.3 2.6 34.0 50.2
Residential – Deutschland 100% 12.9 105.8 8.7 5.2 13.9 8.8% 4.6% 132.5
GS 7.7 63.2 5.2 3.1 8.3 79.1
Hotels & Service sector 100% 78.6 11.5 56.3 2.4 58.7 0.2% 5.6% 148.9
GS 22.3 3.2 15.9 0.7 16.6 42.1
Residential – France 100% 16.9 0.0 16.0 28.1 44.2 8.7% 1.7% 61.1
GS 10.1 0.0 9.6 16.8 26.4 36.5
Logistics 100% 0.0 0.0 497.3 2.0 499.3 -0.7% 7.4% 499.3
Total asset disposals 100% 232.8 312.6 666.0 112.4 778.4 1.1% 6.8% 1,323.8
GS 154.9 255.7 585.4 94.7 680.1 0.9% 7.0% 1,090.6
Equity interests 100% 0.0 0.0 0.0 0.0 0.0 0.0
TOTAL
DISPOSALS
100% 232.8 312.6 666.0 112.4 778.4 1,323.8
GS 154.9 255.7 585.4 94.7 680.1 1,090.6

During H1 2014, Foncière des Régions concluded disposals for a total of €680.1 million, including new disposals (€585.4 million) and disposal agreements (€94.7 million). Overall, new disposals in 2014 achieved a positive margin of 0.9% over appraisal values at end-2013.

88% of new disposals and disposal agreements concluded concerned dynamic niche areas (mainly in Offices France) and businesses in which Foncière des Régions wants to reduce its exposure (such as Logistics).

1.2.5. ASSET ACQUISITIONS: €72 MILLION, GROUP SHARE

The main acquisitions in the period related to:

  • w The acquisition in June 2014 of the NH Amsterdam Centre hotel for a total of €15 million in Group share (€48 million at 100%). Located in the heart of Amsterdam, this four-star hotel is leased to the NH Hotels group under the terms of an indexed, fixed-rent, 20-year, firm, triple net lease
  • w Residential investments in Germany totalling €57 million in Group share (€95 million at 100%) are mainly located in Berlin and Dresden (without taking into account the portfolio of €240 million being acquired).

1.2.6. DEVELOPMENT PROJECTS: €1,7 BILLION IN GROUP SHARE

1.2.6.1. Committed projects: €625 million, Group share (of which 75% prelet)

Projects Type Location Area Surface(1)
(sq. m)
Delivery Target rent
(€/sq. m/
year)
Pre
leased
(%)
Total
Budget(2)
(€M)
New Vélizy (QP FDR: 50%) Offices – France Vélizy Paris Regions 45,600 2014 250 100% 96
Egis Offices – France Montpellier MRC 6,100 2014 155 100% 15
Steel Offices – France Paris Paris 3,700 2014 600 0% 36
Euromed Center – Astrolabe
(QP FDR: 50%)
Offices – France Marseille MRC 14,000 2015 250 0% 19
Euromed Center – Parking +
Commerces (QP FDR: 50%)
Offices – France Marseille MRC 900 2015 N/A 100% 16
Green Corner Offices – France Saint-Denis Paris Regions 20,400 2015 310 70% 87
ERDF Avignon Offices – France Avignon Paris Regions 4,100 2015 160 100% 9
Nanterre Respiro Offices – France Nanterre Paris Regions 11,150 2015 310 100% 51
Quatuor Offices – France Lille-Roubaix MRC 9,700 2015 160 72% 23
Askia – Cœur d'Orly
(QP FDR: 25%)
Offices – France Orly Paris Regions 18,500 2015 250 50% 15
Quatuor Offices – France Vélizy Paris Regions 23,000 2015 270 100% 53
Cœur d'Orly A3
(QP FDR 25%)
Offices – France Marseille MRC 9,900 2016 N/A 100% 19
Euromed Center – Calypso
(QP FDR: 50%)
Offices – France Marseille MRC 9,600 2016 250 0% 15
Dassault Systèmes Extension
(QP FDR: 50%)
Offices – France Vélizy Paris Regions 13,100 2016 300 100% 34
Schlumberger Montpellier
Pompignane
Offices – France Montpellier MRC 3,150 2016 155 100% 8
Silex I Offices – France Lyon MRC 10,600 2016 280 0% 47
Saint
Germain-en
Bose Offices – France Laye Paris Regions 5,100 2016 225 100% 20
San Nicolao Offices – Italy Milan Italy 11,200 2014 470 100% 57
B&B Porte de Choisy Service Sector Paris Paris 4,000 2015 256 100% 2
B&B Romainville Service Sector Romainville Paris Regions 2,300 2015 190 100% 2
TOTAL 226,100 75% 625

(1) Surface 100%.

(2) 100% budget, including land cost and financial cost.

Capex, Group share, yet to be disbursed for these projects represents €107 million in H2 2014 and €238 million in 2015 and the following years.

1.2.6.2. Managed projects: €1,110 million, Group share

Projects Type Location Area Surface(1) (sq. m) Delivery timeframe
Euromed Center: Bureaux Floreal
(QP FDR 50%)
Offices – France Marseille MRC 13,500 2016
Euromed Center: Bureaux Hermione
(QP FDR 50%)
Offices – France Marseille MRC 10,400 2016
Toulouse Marquette Offices – France Toulouse MRC 10,900 2016
Nancy Grand Cœur Offices – France Nancy MRC 6,500 2016
Levallois Anatole France Offices – France Levallois Paris Regions 5,500 2016
Clinique Saint-Mandé Offices – France Saint-Mandé Paris Regions 5,500 2016
Cœur d'Orly Commerces (QP FDR 25%) Offices – France Orly Paris Regions 31,000 2017
Issy Grenelle Offices – France Issy Paris Regions 10,800 2017
Silex II Offices – France Lyon MRC 30,700 2018
New Vélizy – Extension (QP FDR 50%) Offices – France Vélizy Paris Regions 14,000 2018
Meudon Saulnier Offices – France Meudon Paris Regions 30,000 2018
Meudon Green Valley Offices – France Meudon Paris Regions 46,900 2018
DS Campus Extension 2 (QP FDR 50%) Offices – France Vélizy Paris Regions 11,000 2018
Cœur d'Orly Bureaux (QP FDR 25%) Offices – France Orly Paris Regions 50,000 2017-2018
Milan, Symbiosis (Ripamonti) Offices – Italy Milano Italy 119,500 Depending Prelet
Status
Bollène Logistics Bollène Regions 90,000 N/A
TOTAL 486,200

(1) Surface 100%.

1.2.7. PORTFOLIO

1.2.7.1. Valuation and change in the portfolio: down €0.5 billion (Group share), in H1 2014

(€M) Value 2013 Value
H1 2014
Value
H1 2014 GS
LFL change
6 months(2)
Yield ED
2013
Yield ED
H1 2014
% of
portfolio
Offices – France(1) 4,664 4,740 4,120 1.3% 6.8% 6.8% 43%
Offices – Italy(1) 4,157 4,088 2,080 -0.2% 6.1% 6.0% 22%
Total Office 8,821 8,829 6,200 0.7% 6.6% 6.5% 65%
Hotels & Service sector(1) 3,232 3,187 824 0.7% 6.3% 6.3% 9%
Residential Germany 2,446 2,558 1,528 1.5% 6.6% 6.7% 16%
Residential France 871 862 515 2.8% 3.5% 3.4% 5%
Logistics 791 289 289 -1.2% 7.4% 6.4% 3%
Parking facilities 241 236 136 N/A N/A N/A 1%
Portfolio 16,402 15,961 9,492 0.9% 6.5% 6.3% 100%
Equity affiliates 23 21 21
TOTAL
– CONSOLI
DATE
D
16,425 15,982 9,513
TOTAL
– GS
10,010 9,513

(1) In operation assets yield (Offices – France) / Core assets (Offices – Italy).

(2) LFL change 6 months including capex is 0,6%.

The Group share of Foncière des Régions's total asset portfolio at end-June 2014 stood at €9.5 billion (€16 billion at 100%) compared to €10 billion at end-2013, a like-for-like increase of 0.9% compared to the end of 2013.

The drop in value of the Offices – Italy (-0.2%) and Logistics (-1.2%) segments was offset by the advances in the German Residential (+1.5%), Residential France (+2.8%) and Offices France (+1.3%) segments.

1.2.7.2. Geographic breakdown

GS(1)
(€M)
H1 2014
France 5,605
Italy 2,080
Germany 1,549
Other 122
TOTAL
PORTFOLIO
9,356

In asset value

(1) Excluding parking facilities.

1.2.8. LIST OF MAJOR ASSETS

The Group share value of the ten main assets represents nearly 15% of the Group share of the portfolio.

Top 10 Assets Location Tenants Surface
(sq,m)
Share of
affiliates
Tour CB 21 Paris – La Défense Suez Environnement, AIG
Europe, Nokia, Groupon
68,077 75%
Carré Suffren Paris 15e AON, Institut Français,
ministère de l'Éducation
24,864 60%
DS Campus Vélizy-Villacoublay Dassault Systèmes 56,193 50.1%
Complexe Garibaldi Milan Maire Tecnimont 44,650 50.9%
Immeuble – 23 rue Médéric Paris 17e Orange 11,182 100.0%
Percier Paris 8e Chloe 8,544 100.0%
Cap 18 Paris 18e Genegis, Media
Participations
61,097 100.0%
Via Montebello 18 Milan Intesa Group 25,802 50.9%
Traversière Paris 12e SNCF 13,700 100.0%
New Vélizy Vélizy-Villacoublay Thales 46,000 50.1%

1.3. Analytical data for the business by segment

The France Offices indicators are presented at 100% and as Group share (GS). Assets held partially are the following:

  • w the Tour CB 21 75% owned
  • w Carré Suffren 60% owned
  • w the Eiffage properties located at Vélizy (head office of Eiffage Construction and Eiffage Campus, the head office of Eiffage Groupe) 50.1% owned (fully consolidated)
  • w the DS Campus and New Vélizy properties 50.1% owned (equity method)
  • w Euromed Center 50% owned (equity method)
  • w Askia, 1st office building in the Cœur d'Orly project, 25% owned.

1.3.1. FRANCE OFFICES

1.3.1.1. Rents received: €121.5 million, +0.3% on a like-for-like basis

1.3.1.1.1. Geographical distribution: the strategic locations (Paris region and Regional Cities – RC) generate 85% of rents

Rental
income
Rental
income
Rental
income
Rental
income
(€M) Surface
(sq. m)
Number
of assets
H1 2013
100%
H1 2013
GS
H1 2014
100%
H1 2014
GS
Change (%) Change (%)
LFL
Paris Centre West 70,971 11 15 15 15.2 15.3 0.9%
Southern Paris 113,753 6 18 15 16.2 13.8 -10.7%
North Eastern Paris 82,538 12 10 10 10.0 10.0 -3.3%
Wester Crescent
and La Défense
208,565 22 32 29 32.4 29.3 1.5%
Inner suburbs 295,965 19 9 9 9.2 8.5 -5.8%
Outer suburbs 140,892 58 11 11 9.2 9.2 -14.0%
TOTAL
PARIS
REGION
912,684 128 95 90 92.3 86.1 -3.8%
MRC 427,575 78 20 20 17.1 17.1 -14.4%
Other French regions 508,444 191 21 21 18.3 18.3 -11.9%
TOTAL 1,848,704 397 135.4 130.3 127.6 121.5 -6.7% 0.3%

The average expenses rate amounts to only 2.9% of the rents.

The Group share rents fell from €130.3 million to €121.5 million GS (-€8.8 million) over 1 year. This change is the combined result of:

  • w disposals of buildings which occurred in the second half of 2013 and the first half of 2014, related mainly to the sales of secondary assets in the outer suburbs and in the Regions as well as the sharing of 49.9% of the Eiffage Vélizy property in December 2013 with Crédit Agricole Assurances
  • w acquisitions and deliveries of properties (+€1.5 million) including:
  • w acquisition of the head office of SICRA in Chevilly-Larue in March 2013 (+€0.5 million)
  • w delivery of the Pégase property, a turnkey property leased to Eiffage located in Clichy (92) in April 2013 and of the B&B hotel in Montpellier in May 2014 (+€1 million)

1.3.1.2. Annualised rents: €255 million

1.3.1.2.1. Breakdown by major tenants

  • w liberation of properties intended to be refurbished or redeveloped completely (-€2.0 million) (the Silex 1 and 2 buildings in Lyon and the Levallois Anatole France property)
  • w an increase on a like-for-like basis of +0.3% (€0.4 million) related to:
  • w the positive effect of indexation (+€0.6 million)
  • w the letting business (-€0.2 million):
    • the letting successes (+€1.2 million), particularly on the Tour CB 21 (7,000 sq. m of space let with effect from the first half of 2014)
    • the effect of the liberations is -€1.1 million
    • renewals/re-negotiations (-€0.4 million) at rates in line with the market in return for extensions of the fixed duration.
GS(1)
(€M)
Surface
(sq. m)
Nb of assets Annualised
rental income
H1 2013
Annualised
rental income
H1 2014
Change
(%)
Orange 644,667 206 108.4 94.4 -13.0%
Suez Environnement 58,689 2 21.1 21.1 -0.1%
EDF 195,083 23 19.0 18.1 -4.6%
Dassault Systèmes 56,193 1 9.8 9.8 0.3%
Thales 124,521 4 9.1 9.1 0.1%
Eiffage 192,544 90 9.2 7.9 -13.7%
SNCF 13,699 1 7.7 7.7 -0.4%
AON 15,592 1 5.5 5.5 0.5%
Peugeot Citroën 19,531 1 5.1 5.2 1.4%
Cisco System 11,291 1 4.8 4.8 0.8%
Other tenants 516,894 67 69.6 71.6 2.9%
TOTAL 1,848,704 397 269.3 255.2 -5.2%

(1) Including DS Campus in GS 50%.

In rental income

Currently, the ten leading tenants represent 72% of the annualised rents, a percentage slightly lower than that at the end of 2013 (75%). This decrease is explained mainly by the disposal of properties leased to Orange.

The variation of -5.2% in the rents over six months is mainly explained by the impact of disposals of properties leased to Orange, EDF and Eiffage and in line with the protocol signed with Eiffage at the time of the acquisition of the sites in 2008:

w 32 properties sold over the period

  • w 16 Orange properties liberated which are the subject of refurbishment projects (Levallois Anatole France) or of rapid disposals to local promoters with a view to the transformation of the sites
  • w 8 Eiffage properties liberated which will also be the subject of disposal.

1.3.1.2.2. Geographical breakdown: the Paris area represents 74% of the rents

GS(1)
(€M)
Surface
(sq. m)
Number of
assets
Annualised
rental income
H1 2013
Annualised
rental income
H1 2014
Change
(%)
Paris Centre West 70,971 11 34.00 33.9 -0.4%
Southern Paris 113,753 6 30.60 30.8 0.5%
North Eastern Paris 82,538 12 20.70 20.7 0.2%
Wester Crescent and La Défense 208,565 22 64.00 61.8 -3.4%
Inner suburbs 295,965 19 27.50 27.9 1.3%
Outer suburbs 140,892 58 19.40 13.8 -29.1%
Total Paris Region 912,684 128 196.20 188.8 -3.8%
MRC 427,575 78 36.10 35.0 -3.1%
Other French regions 508,444 191 37.10 31.4 -15.3%
TOTAL 1,848,704 397 269.40 255.2 -5.2%

(1) Including DS Campus in GS 50%.

The Paris area share (74% of the annualised rents) of the annualised rents remains preponderant. It was slightly up over the half-year (74% vs. 73% in 2013). The main changes in rents by zone reflect the letting activity since 1 January 2014:

  • w the disengagement in the non-strategic zones in the Regions (-15%) and in the outersuburbs (-29%) via the disposal of secondary properties
  • w the negative indexation effect.

1.3.1.3. Indexation

The effect of the indexation was +€0.6 million over six months. 26% of the rents are indexed to the ICC, 73% are indexed to the ILAT, whilst the balance is indexed to the ILC or IRL.

The rents benefiting from an indexation floor (1%) represent 40% of the annualised rents and are indexed on the ILAT.

1.3.1.4. Rental activity

(€M) Surface
(sq. m)
Annualised
rental income
Annualised
rental income
(€/sq. m)
Vacating 75,108 8.1 108
Letting 13,100 4.6 353
Renewal(1) 52,122 17.4 335

(1) Included renewed tacitly.

The first half of 2013 was marked by the liberation of:

  • w eight properties rented by the Eiffage group (9,249 sq. m; €0.5 million of rent) in January 2014 in accordance with our initial agreements
  • w 16 properties rented to Orange (45,545 sq. m: €6 million of rent) in May 2014, located mainly in the Regions and which are planned to be sold to promoters; the Levallois Anatole France property (€1.6 million of rent) will be the subject of a development project.

Concerning the marketing successes, the significant letting news regarding the CB 21 Tower. Three new leases with Covidien, FHB and Groupon had an effect in H1 2014 and two other leases were finalised after the close with Wano and Verizon, to take effect in H2 2014. Currently, The Tower has an occupation rate of 97% and one floor remains to be let (1,300 sq. m).

1.3.1.5. Maturity date table and occupancy rate

1.3.1.5.1. Maturity dates for the leases: 6.5 years of residual term for the leases (5.3 years firm)

(€M)(1) By lease end date
(1st break)
% of total By lease
end date
% of total
2014 23.6 9% 14.4 6%
2015 22.2 9% 6.4 3%
2016 26.4 10% 2.2 1%
2017 21.8 9% 21.1 8%
2018 27.9 11% 20.2 8%
2019 26.1 10% 38.7 15%
2020 24.0 9% 31.2 12%
2021 17.0 7% 35.1 14%
2022 19.7 8% 35.3 14%
2023 14.9 6% 16.3 6%
Beyond 31.6 12% 34.3 13%
TOTAL 255.2 100% 255.2 100%

(1) Including DS Campus in GS 50%.

The mechanical loss of six months of residual term is in part offset by the new lettings for the half-year (particularly on CB 21). The firm residual term is slightly lower at 5.3 years, vs. 5.7 years at the end of 2013. By lease termination date, the residual term of the leases amounts to 6.5 years (vs. 6.8 in 2013).

1.3.1.5.2. Occupancy rate and type: an occupancy rate of 96.1%

Paris Centre West
100.0%
100.0%
Southern Paris
99.2%
99.3%
North Eastern Paris
96.1%
96.8%
Wester Crescent and La Défense
92.5%
95.7%
Inner suburbs
98.5%
98.5%
Outer suburbs
95.4%
91.7%
Total Paris Region
96.3%
97.1%
MRC
95.4%
95.8%
Other French regions
93.8%
90.1%
TOTAL
95.8%
96.1%
(%) 2013(1) H1 2014

(1) Including Vélizy et Meudon.

The occupancy rate is up in comparison with the end of 2013 (96.1% vs. 95.8%). That is explained by the successful letting of CB 21. Hence, the vacancy rate in the Paris region fell by more than one point over the half-year.

The increase in the vacancy rate in the Regions is explained by the liberation of the Eiffage and Orange sites which are the subject of an ongoing sales process.

The other vacant office space mainly concerns three properties located in Paris (marketing ongoing), in Nîmes and in Lille, these latter two are the subject of an ongoing sales process.

1.3.1.6. Unpaid rent

(€M) H1 2013 H1 2014
As % of rental income 0.80% 0.0%
In value(1) 2.1 0.0

(1) Net provision/reversals of provison.

(€M) Disposals
(agreements
as of end
of 2013
closed)
Agreements
as of end
of 2013
closed
New
disposals
H1 2014
New
agreements
H1 2014
Total
H1 2014
Margin vs.
2013 value
Yield Total
Paris Centre West - 11.5 - - - - - 11.5
Southern Paris - 6.5 - 38.0 38.0 11.5% 5.2% 44.5
North Eastern Paris - 31.7 - - - - - 31.7
Wester Crescent
and La Défense
32.2 7.6 - - - - - 39.8
Inner suburbs(1) 3.2 30.9 - - - - - 34.1
Outer suburbs 30.4 24.7 12.5 9.8 22.3 4.4% 8.3% 77.4
Total Paris Region 65.9 112.8 12.5 47.8 60.3 8.7% 6.4% 239.0
MRC 19.1 46.5 2.1 10.1 12.1 8.4% 5.4% 77.7
Other French regions 19.9 23.7 11.5 11.6 23.1 -0.1% 9.5% 66.7
TOTAL 104.9 183.0 26.0 69.5 95.5 6.4% 7.0% 383.4

1.3.1.7. Disposals and agreements for disposals: €95.5 million

(1) Inner suburbs includes Vélizy and Meudon.

The amount of Foncière des Régions' arbitrages over the first half of 2014 is in line with Foncière des Régions' strategy of progressive sales of its secondary properties (76% of disposals and agreements for disposals at 30 June 2014).

1.3.1.8. Acquisitions

No acquisitions were carried out during the half-year.

1.3.1.9. Development projects: a pipeline of more than €1.4 billion

The development policy of Foncière des Régions aims mainly at continuing the asset enhancement work undertaken (improvement of asset quality and creation of value), supporting Key Accounts partners over the long term in the deployment of their real estate strategy, and managing new operations in strategic locations.

The strategy is based, in the Paris area, on locations which are well served by public transport and/or in established tertiary districts and in the large Regional Cities where the annual take-up is greater than 50,000 sq. m per year, on prime locations (examples: TGV stations in Bordeaux, Nantes, Nancy or Metz, Part-Dieu district of Lyon).

1.3.1.9.1. Delivery of properties

During the first half of the year, a B&B hotel (lease of 12 years firm) with 91 bedrooms, for 2,133 sq. m, was delivered in the Pompignane park in Montpellier. The hotel opening occurred on 5 May 2014.

1.3.1.9.2. Commited projects

Surface(1) Target offices
rent
Pre-let Total
Budget(2)
Projects Location Area (sq. m) Delivery (€/sq. m/year) (%) (€M)
New Vélizy (QP FDR: 50%) Vélizy Paris Regions 45,600 2014 250 100% 96
Egis Montpellier MRC 6,100 2014 155 100% 15
Steel Paris Paris Regions 3,700 2014 600 0% 36
Euromed Center – Astrolabe
(QP FDR: 50%)
Marseille MRC 14,000 2015 250 0% 19
Euromed Center – Parking +
Commerces (QP FDR: 50%)
Marseille MRC 900 2015 N/A 100% 16
Green Corner Saint-Denis Paris Regions 20,400 2015 310 70% 87
ERDF Avignon Avignon MRC 4,100 2015 160 100% 9
Nanterre Respiro Nanterre Paris Regions 11,150 2015 310 100% 51
Quatuor Lille-Roubaix MRC 9,700 2015 160 72% 23
Askia – Cœur d'Orly
(QP FDR: 25%)
Orly Paris Regions 18,500 2015 250 50% 15
Campus Eiffage (QP FDR: 50%) Vélizy Paris Regions 23,000 2015 270 100% 53
Euromed Center – Hôtel
(QP FDR: 50%)
Marseille MRC 9,900 2016 N/A 100% 19
Euromed Center – Calypso
(QP FDR: 50%)
Marseille MRC 9,600 2016 250 0% 15
Dassault Systèmes Extension
(QP FDR: 50%)
Vélizy Paris Regions 13,100 2016 300 100% 34
Schlumberger Montpellier
Pompignane
Montpellier MRC 3,150 2016 155 100% 8
Silex I Lyon MRC 10,600 2016 280 0% 47
Bose Saint-Germain
en-Laye
Paris Regions 5,100 2016 225 100% 20
TOTAL 208,600 72% 564

(1) Surface 100%.

(2) In Group share, including land cost and financial cost.

The first half was marked by the start of works on several projects:

  • w Calypso, office building of 9,600 sq. m within the Euromed Center project in Marseille
  • w Silex 1, office building of 10,600 sq. m in the heart of the Part-Dieu district in Lyon, which should be delivered in the first quarter of 2016
  • w turnkey for ERDF in Avignon over a floor area of 4,100 sq. m.

Lease agreements have also been signed during this first half-year:

  • w with Schlumberger in a turnkey building of 3,150 sq. m in the Pompignane park in Montpellier. The building permit application was filed in February
  • w with Bose in a turnkey building of 5,100 sq. m in Saint-Germain-en-Laye of which the works are due to start very soon
  • w with Dassault Systèmes for the completion of an extension of the existing campus in Vélizy over 13,100 sq. m. The building permit application was filed at the end of June.

1.3.1.9.3. Managed projects

Approximately 276,700 sq. m are controlled by Foncière des Régions:

Projects Location Area Surface(1)
(sq. m)
Delivery
timeframe
Euromed Center: Bureaux Floreal (QP FDR 50%) Marseille MRC 13,500 2016
Euromed Center: Bureaux Hermione (QP FDR 50%) Marseille MRC 10,400 2016
Toulouse Marquette Toulouse MRC 10,900 2016
Nancy Grand Cœur Nancy MRC 6,500 2016
Levallois Anatole France Levallois Paris Regions 5,500 2016
Clinique Saint-Mandé Saint-Mandé Paris Regions 5,500 2016
Cœur d'Orly Commerces (QP FDR 25%) Orly Paris Regions 31,000 2017
Issy Grenelle Issy Paris Regions 10,800 2017
Silex II Lyon MRC 30,700 2018
New Vélizy – Extension (QP FDR 50%) Vélizy Paris Regions 14,000 2018
Meudon Saulnier Meudon Paris Regions 30,000 2018
Meudon Green Valley Meudon Paris Regions 46,900 2018
DS Campus Extension 2 (QP FDR 50%) Vélizy Paris Regions 11,000 2018
Cœur d'Orly Bureaux (QP FDR 25%) Orly Paris Regions 50,000 2017-2018
TOTAL 276,700

(1) Surface 100%.

The building permits have been completed on the Levallois (5,500 sq. m), Nancy Grand Cœur (6,500 sq. m) Meudon Green Valley (46,900 sq. m) and Meudon Saulnier (30,000 sq. m) projects. These projects are currently in the pre-marketing phase and are likely to be committed depending on leasing agreements to be completed.

The building permit has been obtained for the extension of the New Vélizy campus, of which the first phase of 45,600 sq. m will be delivered in October 2014. Discussions with Thales on this extension (14,000 sq. m) are in progress.

On the Silex 2 projects (renovation project – extension of the tower vacated by EDF in the Part-Dieu district in Lyon), Toulouse Marquette (building of 10,900 sq. m in the centre of Toulouse), the building permit should be filed by the end of the year.

1.3.1.10. Asset values

1.3.1.10.1. Changes in asset value

(€M)
Asset(1)
Value ED
2013
Value
adjustment
Acquisitions Disposals Invest. Transfer Value ED
2014
Assets in operation 3,901.3 25.0 0.0 -130.6 9.0 -18.8 3,785.9
Assets under developement 215.7 11.3 0.0 0.0 86.0 20.7 333.7
TOTAL 4,116.9 36.4 0.0 -130.6 95.0 1.9 4,119.6

(1) Including DS Campus in GS 50%.

1.3.1.10.2. Change on a like-for-like basis: +1.3%

100%
value ED
100%
value ED
Value
ED 2014
LFL change Yield ED Yield ED % of total
(€M) 2013 H1 2014 GS(1) 6 months 2013 H1 2014 value
Paris Centre West 575.5 592.1 592.1 2.9% 5.9% 5.7% 14%
Southern Paris 594.5 299.2 299.2 1.8% 6.3% 7.1% 7%
North Eastern Paris 293.0 614.4 494.3 2.4% 6.4% 6.2% 12%
Wester Crescent
and La Défense
1,188.3 1,139.4 994.1 -0.2% 6.2% 6.2% 24%
Inner suburbs(2) 621.2 605.1 417.2 -0.8% 6.5% 6.7% 10%
Outer suburbs 218.2 176.5 176.5 1.4% 8.6% 8.2% 4%
Total Paris Region 3,490.6 3,426.7 2,973.4 1.0% 6.1% 6.4% 72%
MRC 495.3 463.1 463.1 1.7% 7.3% 7.5% 11%
Other French regions 384.3 349.4 349.4 -1.0% 9.2% 8.9% 8%
TOTAL
IN OPERATION
4,370.2 4,239.2 3,785.9 0.9% 6.8% 6.8% 92%
Assets under developement 294.3 501.2 333.7 5.2% 0.3% 0.2% 8%
TOTAL 4,664.5 4,740.4 4,119.6 1.3% 6.5% 6.2% 100%

(1) Including DS Campus, New Vélizy and Euromed in GS.

(2) Included Vélizy and Meudon.

Value GS (incl. assets under developments)

The first half of 2014 was marked by a growth in values of +1.3% on a like-for-like basis:

  • w the Paris region and the Regional Cities grew strongly over the half-year, which is explained by investors' strong appetite for well-located buildings and secured cash flows over the long-term
  • w the slight fall in the value of properties in the regions is explained by the dual effect of the loss of six months of flows, combined with the increase in registration fees in almost all "départements".

1.3.1.10.3. Strategic asset segmentation

  • w "Core" portfolio: the Core portfolio is the strategic asset core, consisting of resilient properties providing long-term income. Mature buildings may be disposed of on an opportunistic basis in managed proportions, freeing up resources that can be reinvested in value creating transactions, particularly by the development of our portfolio or new investments.
  • w "Secondary" portfolio: the "Secondary" portfolio originates principally from outsourcing operations with our major partners-lessees. This portfolio constitutes a compartment

with a higher yield than the average for the office portfolio, with a historically-high rate of renewals. The small unit size of these properties and their liquidity on the local markets makes them apt candidates for progressive disposal.

w Portfolio "In the process of valuation": the portfolio "in the process of valuation" comprises properties targeted for specific restructuring or rental development actions. These assets are intended to become "Core" once the asset management work has been completed.

Value
Core Portfolio enhancement
Portfolio
Secondary
asset
Total
Number of assets 70 52 275 397
Value ED GS (€M) 2,626 817 676 4,120
Yield 6.3% 4.5% 8.0% 6.2%
Residual firm duration of leases (years) 6.3 1.6 4.6 5.3
Occupancy rate 98.2% 94.9% 90.5% 96.1%

The proportion of the "Core" portfolio was slightly up over the half-year (64% of the France Offices portfolio) whilst the "Secondary" compartment fell significantly over the half-year (16% vs. 19% in 2013) due to the disposals, a result of the implementation of a targeted disposals strategy.

Taking account of the disposal agreements, the volume of the "Secondary" portfolio is only €557 million, or less than 6% of the Group share of Foncière des Régions (of which the value is €9.5 billion).

1.3.2. ITALY OFFICES

Listed on the Milan Stock Exchange since 1999, Beni Stabili is the leading listed Italian property company (SIIQ – Italian version of the SIIC regime). Its assets consist largely of offices located in cities in northern and central Italy, particularly Milan and Rome. The company has a portfolio of €4.1 billion at the end of June 2014. The figures below are wholly 100%.

Foncière des Régions holds 50.9% of the capital of Beni Stabili.

1.3.2.1. Rents received: +0.8% on a like-for-like basis

(€M) Surface
(sq. m)
Number
of assets
Rental
income
H1 2013
Rental
income
H1 2014
Change (%) Change (%)
LFL
% of total
Core portfolio 1,722,849 216 114.8 114.7 -0.1% -0.8% 99.0%
Dynamic portfolio 131,934 39 1.5 1.2 -22.6% -7.5% 1.0%
Subtotal 1,854,784 255 116.3 115.9 -0.4% -0.8% 100.0%
Developement portfolio 11,705 3 0.0 0.0 0.0% 0.0% 0.0%
TOTAL 1,866,489 258 116.3 115.9 -0.4% -0.8% 100.0%

2014 first-half Management report Analytical data for the business by segment 1

In rental income

The change in rental income between 30 June 2013 and 30 June 2014 amounted to -€0.4 million, or -0.4%. This change is due primarily to:

  • w Asset Management and indexation: +€0.2 million
  • w disposals: -€2.4 million
  • w deliveries of assets under development, principally Via dell'Arte in Rome and San Fedele in Milan: +€1.8 million.

The change on a like-for-like basis is -0.8% over the period.

1.3.2.2. Annualised rents: €222 million

1.3.2.2.1. Breakdown by portfolio

Surface Number Annualised
rental income
Annualised
rental income
(€M) (sq. m) of assets H1 2013 H1 2014 Change (%) % of total
Core portfolio 1,722,849 216 231.0 219.4 -5.0% 99.0%
Dynamic portfolio 131,934 39 2.7 2.2 -19.0% 1.0%
Subtotal 1,854,784 255 233.7 221.7 -5.2% 100.0%
Developement portfolio 11,705 3 0.0 0.0 N/A 0.0%
TOTAL 1,866,489 258 233.7 221.7 -5.2% 100.0%

1.3.2.2.2. Geographic breakdown

(€M) Surface
(sq. m)
Number
of assets
Annualised
rental income
H1 2013
Annualised
rental income
H1 2014
Change (%) % of total
Milan 451,780 41 91.5 86.3 -5.7% 38.9%
Rome 158,874 33 19.6 21.0 7.4% 9.5%
Other 1,244,130 181 122.7 114.3 -6.8% 51.6%
TOTAL 1,854,784 255 233.7 221.7 -5.2% 100.0%

Annualised rental income at year-end excluding developement.

In rental income

The increase in revenues in Rome is explained by the delivery of the Via dell' Arte property in Q2 2014.

1.3.2.2.3. Breakdown by tenant

(€M) Surface
(sq. m)
Number
of assets
Annualised
rental income
H1 2013
Annualised
rental income
H1 2014
Change (%) % of total
Telecom Italia 1,165,883 162 118.8 117.1 -1,4% 52.8%
Other 688,901 93 115.0 104.5 -9,1% 47.2%
TOTAL 1,854,784 255 233.7 221.7 -5,2% 100.0%

Annualised rental income at year-end excluding developement.

In rental income

1.3.2.3. Indexation

The annual indexation in rental income is usually calculated by taking 75% of the increase in the Consumer Price Index (CPI) applied on each anniversary of the signing date of the agreement. For the first half of 2014, the average increase in the IPC index amounted to 0.5%.

1.3.2.4. Rental activity

During the first half of 2014, the letting activity can be summarised as follows:

(€M) Surface
(sq. m)
Annualised
rental income
Annualised
rental income
(€/sq. m)
Vacating 53,862 5.7 105
Letting 18,819 9.0 476
Renewal 22,366 4.0 181

The new leases mainly concern the San Nicolao/Piazza Cardorna property (€5.4 million of rent) let under the terms of a 13 year lease, including seven years firm, to Luxottica. The other lettings concern Piazza San Fedele in Milan (€1.6 million) and Via dell'Arte in Rome (€0.5 million).

The renewals mainly concern two properties located in Milan, for a floor area of almost 9,000 sq. m.

The liberations include the operation of the Corso Ferrucci property (Turin, 51,000 sq. m), subject of active marketing.

1.3.2.5. Maturity date table and occupancy rate

1.3.2.5.1. Maturity dates for the leases: 12.4 years of residual term for the leases (6.7 years firm)

(€M) By lease
end date
(1st break)
% of total By lease
end date
% of total
2014 4.2 2% 3.3 1%
2015 5.6 3% 4.6 2%
2016 3.0 1% 0.8 0%
2017 13.6 6% 1.9 1%
2018 8.3 4% 1.2 1%
2019 32.5 15% 1.9 1%
2020 3.3 1% 1.5 1%
2021 118.9 54% 2.0 1%
2022 26.0 12% 10.6 5%
2023 5.0 2% 11.0 5%
Beyond 1.2 1% 182.8 82%
TOTAL 221.7 100% 221.7 100%

Leases expiring after 2023 are basically linked to Telecom Italia.

1.3.2.5.2. Occupancy rate and type: an occupancy rate of 95.7%

The spot financial occupancy rate at the end of June 2014 amounts to 95.7% for the Core portfolio, down in comparison with the end of 2013 following the liberation of a property located in Turin.

1.3.2.6. Unpaid rent

H1 2013
(€M)
H1 2014
As % of rental income
2.6%
1.4%
In value(1)
2.6
1.6

(1) Net provision/reversals of provision.

The unpaid rents represent the net of the charges, releases and transfers to losses and amount to 1.4% of the rents at the end of June 2014 and are slightly down in comparison with 2013.

1.3.2.7. Disposals and agreements for disposals: €67 million

The value of the disposals and agreement for disposals in H1 2014 amounts to €67 million.

These new 2014 commitments were completed at above the 2013 expert assessment values (+1.0%) and on the basis of a yield of 6.4%.

Beni Stabili continues to demonstrate its ability to sell on good terms.

(€M) Disposals
(agreements
as of end of
2013 closed)
Agreements
as of end of
2013 closed
New
disposals
H1 2014
New
agreements
H1 2014
Total
H1 2014
Margin vs.
2013 value
Yield Total
Milan 0.0 9.1 61.5 0.0 61.5 1.8% 6.5% 70.6
Rome 0.0 0.0 0.1 1.1 1.2 -12.8% 0.0% 1.2
Other 19.5 3.3 0.0 4.1 4.1 -5.7% 7.6% 26.9
TOTAL 19.5 12.4 61.6 5.2 66.8 1.0% 6.4% 98.6

In asset value

1.3.2.8. Acquisitions

No acquisition was made during the half.

1.3.2.9. Development projects

1.3.2.9.1. Projects delivered

Delivery of the Via dell'Arte property in Rome in May 2014. This property has a floor area of 6,700 square metres and is prelet for 84%.

1.3.2.9.2. Commited projects

Surface Target offices rent Total Budget
Projects Location Area (sq. m) Delivery (€/sq. m/year) Pre-let (%) (€M)
San Nicolao Milano Italy 11,200 2014 470 100% 111
TOTAL 11,200 100% 111

1.3.2.9.3. Managed projects

Projects Location Area Surface
(sq. m)
Delivery timeframe
Milan, Symbiosis (Ripamonti) Milano Italy 119,500 Depending Prelet Status
TOTAL 119,500

1.3.2.10. Asset values

1.3.2.10.1. Changes in asset value

(€M) Value ED
2013
Change
in value
Acquisitions Disposals Invest. Reclass. Value ED
H1 2014
Core portfolio 3,713.4 -3.9 0.0 -79.7 2.2 32.2 3,664.2
Dynamic portfolio 155.3 -1.8 0.0 -0.1 0.5 0.0 153.9
Subtotal 3,868.8 -5.7 0.0 -79.8 2.7 32.2 3,818.1
Developement portfolio 288.2 -6.0 0.0 0.0 20.0 -32.2 270.0
TOTAL 4 157,0 -11.7 0.0 -79.8 22.7 0.0 4,088.1

1.3.2.10.2. Change on a like-for-like basis: -0.2%

(€M) Value ED
2013
100%
Value ED
H1 2014
100%
LFL change
6 months
Yield ED
2013
Yield ED
H1 2014
% of total
value
Core portfolio 3,713.4 3,664.2 0.0% 6.1% 6.0% 89.6%
Dynamic portfolio 155.3 153.9 -0.9% 1.4% 1.4% 3.8%
Subtotal 3,868.8 3,818.1 -0.1% 5.9% 5.8% 93.4%
Developement portfolio 288.2 270.0 N/A N/A N/A 6.6%
TOTAL 4,157.0 4,088.1 -0.2% 5.5% 5.4% 100.0%

The value of Beni Stabili's portfolio fell by 0.2% on a like-for-like basis during the first half of 2014. The Telecom Italia portfolio (42% of the assets) was down by 0.4% over the period.

In asset value

(€M) Value ED
2013
100%
Value ED
H1 2014
100%
LFL change
6 months
Yield ED
2013
Yield ED
H1 2014
% of total
value
Milan 1,759.6 1,712.6 0.8% 5.0% 5.0% 41.9%
Rome 316.9 349.8 0.2% 5.9% 6.0% 8.6%
Other 1,792.2 1,755.7 -1.0% 6.7% 6.5% 42.9%
Subtotal 3,868.8 3,818.1 -0.1% 5.9% 5.8% 93.4%
Developement portfolio 288.2 270.0 N/A N/A N/A 6.6%
TOTAL 4,157.0 4,088.1 -0.2% 5.5% 5.4% 100.0%

In asset value

The portfolio is primarily located in Milan and Rome (50%).

1.3.3. HOTELS/SERVICE SECTOR

Foncière des Murs (FDM), which is 28.3% owned by Foncière des Régions, is a listed real estate investment company (SIIC) specialising in the service sector, especially in hotels, healthcare, and retail. The Company's investment policy favours partnerships with the leading operators in their business sector, in order to offer secure returns to its shareholders.

1.3.3.1.1. Breakdown by business sector

1.3.3.1. Rents received: -1.1% on a like-for-like basis

Recognised rental income is presented at 100% and in FDM share. Partly-held assets correspond to 161 B&B hotels (2%).

(€M) Number
of assets
Rental
income
H1 2013
Rental
income
H1 2013
in GS FDM
Rental
income
H1 2014
100%
Rental
income
H1 2014
in GS
FDM
Change (%)
100%
Change (%)
in GS
Change (%)
LFL
Hotels 317 70.7 62.4 69.0 60.6 -2.5% -3.0% -1.1%
Healthcare 29 11.3 11.3 8.7 8.7 -22.6% -22.6% 1.4%
Retail Premises 185 19.5 19.5 18.3 18.3 -6.1% -6.1% -2.3%
TOTAL 531 101.6 93.3 96.0 87.6 -5.4% -6.0% -1.1%

Consolidated rental income stood at €96 million in 100% as at 30 June 2014, up 5.4% compared to 30 June 2013. This was due mainly to:

  • w disposals in 2013 and 2014 (-€4.6 million)
  • w the drop in variable rental income due to changes in Accor revenues (-2.2% at the end of June compared to 2013)

w the drop in rents to Jardiland in 2014, after the renegotiations at the end of 2013 and against some extension of leases.

The average load rate is 1.5% of rentals.

1.3.3.1.2. Geographic breakdown

(€M) Number
of assets
Rental income
H1 2013
in GS
Rental income
H1 2014
in GS
Change (%)
GS FDM
% of rental
income
Paris excl. CBD 9 10.7 9.8 -8.5% 11%
Inner suburbs 28 9.4 8.9 -5.8% 10%
Outer suburbs 56 7.8 7.6 -2.5% 9%
Total Paris Region 93 28.0 26.3 -6.2% 30%
MRC 109 17.4 16.5 -5.3% 19%
Other French regions 295 33.4 30.2 -9.5% 34%
International 34 14.4 14.7 2.0% 17%
TOTAL 531 93.3 87.6 -6.0% 100%

1.3.3.2. Annualised rents: €176 million

1.3.3.2.1. Distribution business sector

Annual rental Income is expressed in FDM share.

(€M) Surface
(sq. m)
Number
of assets
Annualised
rental income
H1 2013
Annualised
rental income
H1 2014
Change (%) % of rental
income
Hotels 1,109,308 317 124.7 123.3 -1.1% 70%
Healthcare 115,559 38 21.9 15.6 -28.7% 9%
Retail Premises 197,573 186 38.3 36.7 -4.3% 21%
TOTAL 1,422,440 541 184.9 175.6 -5.0% 100%

1.3.3.2.2. Breakdown by tenant

(€M) Surface
(sq. m)
Number
of assets
Annualised
rental income
H1 2013
Annualised
rental income
H1 2014
Change (%) % of rental
income
Accor 594,363 129 86.9 80.7 -7.2% 46%
B&B 325,102 182 21.9 22.1 1.0% 13%
Korian 115,559 29 18.2 15.6 -14.2% 9%
Quick 37,487 81 17.1 16.5 -3.2% 9%
Jardiland 151,681 49 15.0 13.5 -9.6% 8%
Sunparks 133,558 4 13.6 13.8 1.6% 8%
Courtepaille 8,405 55 6.6 6.6 0.2% 4%
Club Med 45,813 1 3.4 3.4 0.4% 2%
Générale de Santé 10,472 0 2.7 0.0 0.0% 0%
TOTAL 1,422,440 531 184.9 175.6 -5.0% 100%
(€M) Surface
(sq. m)
Number
of assets
Annualised
rental income
H1 2013
Annualised
rental income
H1 2014
Change (%) % of rental
income
Paris CBD 0 0 0.0 0.0 0.0% 0%
Paris excl. CBD 73,240 9 21.4 18.2 -15.1% 10%
Inner suburbs 105,392 28 18.9 17.5 -7.3% 10%
Outer suburbs 117,644 56 15.3 15.1 -1.2% 9%
Total Paris Region 296,276 93 55.6 50.8 -8.6% 29%
MRC 271,407 109 34.9 32.3 -7.6% 18%
Other French regions 560,687 295 65.5 59.7 -8.9% 34%
International 294,070 34 29.0 32.9 13.3% 19%
TOTAL 1,422,440 531 184.9 175.6 -5.0% 100%

1.3.3.2.3. Geographic breakdown

1.3.3.3.Indexation

54% of the rental income is indexed to benchmark indices:

  • w part of the Korian portfolio was indexed based on the IRL, which generated a positive impact of €24 thousand
  • w the Club Med assets, based on the Eurostat CPI, were indexed in May 2014, generating a negative impact of €5 thousand.

46% of the rental income was indexed on the Accor revenue, which was down 2.2% in the first half of 2014.

1.3.3.4. Maturity date table and occupancy rate

(€M) By lease
end date
(1st break)
% of total By lease
end date
% of total
2014 0.0 0% 0.0 0%
2015 0.8 0% 0.8 0%
2016 0.0 0% 0.0 0%
2017 39.7 23% 39.7 23%
2018 34.6 20% 34.6 20%
2019 20.9 12% 20.9 12%
2020 0.3 0% 0.3 0%
2021 0.3 0% 0.3 0%
2022 6.2 4% 6.2 4%
2023 1.0 1% 1.0 1%
Beyond 71.9 41% 71.9 41%
TOTAL 175.6 100% 175.6 100%

The residual firm duration of leases is 7.3 years at 30 June 2014. The portfolio's vacancy rate as at 30 June 2014 remained nil.

1.3.3.5.Unpaid rent

The portfolio had no unpaid rent during the 2014 half, just as in 2013.

1.3.3.6. Disposals and agreements for disposals: €59 million

During the first half of 2014, 17 assets were sold for a value of €135 million. These disposals, as a portfolio or as single sales, were the Accor hotels, the Quick and Courtepaille assets, as well as the Korian retirement homes and the Générale de Santé clinics. Also, disposals agreements for four assets represented a total value of €13.9 million. These disposals include €56 million of new commitments.

(€M) Disposals
(agreements
as of end of
2013 closed)
Agreements
as of end of
2013
to close
New
disposals
H1 2014
New
agreements
H1 2014
Total
H1 2014
Margin vs.
2013 value
Yield Total
Hotels 43.4 4.6 0.0 0.0 0.0 0.0% 0.0% 47.9
Healthcare 33.6 3.8 56.3 2.4 58.7 0.2% 5.6% 96.2
Retail Premises 1.7 3.1 0.0 0.0 0.0 0.0% 0.0% 4.8
TOTAL 78.6 11.5 56.3 2.4 58.7 0.2% 5.6% 148.9

1.3.3.7. Acquisitions

In early June 2010, Foncière des Murs via the OPCI B2 Hotel Invest, 50.2% owned by FDM, acquired three B&B hotels in Valenciennes, Salon de Provence and EuraLille, for €11.3 million, i.e. €5.7 million in Share of FDM affiliates, strengthening the partnership started in 2010 between the two groups.

The company also acquired in June 2014, the NH Amsterdam Centre hotel for a total of €48 million. Located in the heart of Amsterdam, this four-star hotel is leased to the NH Hoteles group under the terms of an indexed, fixed-rent, 20-year, firm, triple net lease.

1.3.3.8. Development projects: a €22 million pipeline

1.3.3.8.1. Committed projects: €22 million, 100% pre-let

Projects Location Area Surface
(sq. m)
Delivery Target rent
(€/sq. m/year)
Pre-let (%) Total Budget
(€M)
B&B Porte de Choisy Paris Paris 4,000 2015 256 100.0% 16
B&B Romainville Romainville IDF 2,300 2015 190 100.0% 6
TOTAL 6,300 100.0% 22

Foncière des Murs owns a building under construction whose scheduled delivery date is 30 October 2015. It will be a six floor hotel, with 182 rooms, located at Porte de Choisy in Ivry-sur-Seine. It will be let to B&B Hôtels.

Foncière des Murs also continued to support its partner, the B&B Hôtels group, by signing, in May 2014, a lease in advance of completion for the development of a B&B hôtel with 107 rooms in the Paris region, in Romainville, for around €6 million. Delivery is scheduled for the end of September 2015.

The Porte des Lilas Hotel B&B (valued at €26 million in the first half of 2014) was delivered at the end of June 2014.

Moreover it has signed a partnership agreement on the financing of nine new hotels in Germany for an amount of €50 million in the next three years.

1.3.3.9. Asset values

1.3.3.9.1. Asset changes

(€M) Value ED
2013 GS
Value
adjustment
Acquisitions Disposals Invest. Transfert Value ED
H1 2014
GS
FDM
Assets in operation 2,940.6 13.5 54.1 -135.0 6.0 26.0 2,905.1
Assets under
developement
25.7 1.4 7.1 -26.0 8.2
TOTAL 2,966.3 14.9 54.1 -135.0 13.1 0.0 2,913.3

The asset value of Foncière des Murs amounted to €2,913 million as at 30 June 2014, up on a like-for-like basis by 0.7% on the half. The increase in values is mainly due to strong growth in capitalisation rates, given the investment in the very promising hotel sector.

1.3.3.9.2. Like-for-like change: +0.7%

(€M) 100%
value ED
2013 GS
100%
value ED
H1 2014
Value ED
H1 2014 GS
LFL change
6 months
Yield ED
H1 2013
Yield ED
H1 2014
% of total
value
Paris excl. CBD 379.2 365.4 359.7 1.5% 5.6% 5.7% 11%
Inner suburbs 324.6 312.7 292.7 0.5% 5.6% 6.1% 10%
Outer suburbs 250.3 293.0 256.6 2.5% 5.4% 6.1% 9%
Total Paris Regions 954.2 971.2 908.9 1.5% 5.6% 6.0% 30%
MRC 556.5 610.0 537.7 0.6% 6.2% 6.2% 19%
Other French Regions 1,002.2 1,100.4 961.2 0.0% 6.5% 6.5% 35%
International 453.5 505.5 505.5 0.7% 6.5% 6.5% 16%
TOTAL 2,966.3 3,187.1 2,913.3 0.7% 6.2% 6.3% 100%
(€M) 100%
value ED
2013 GS
100%
value ED
H1 2014
Value ED
H1 2014 GS
LFL change
6 months
Yield ED
H1 2013
Yield ED
H1 2014
% of total
value
Hotels 2,011.1 2,335.1 2,067.1 1.0% 6.3% 6.3% 73%
Healthcare 331.8 241.9 241.9 0.0% 6.5% 6.5% 8%
Retail Premises 597.6 596.1 596.1 0.1% 6.3% 6.3% 19%
Total in operation 2,940.6 3,173.1 2,905.1 0.7% 6.3% 6.3% 100%
Assets under developement 14.0 8.2 1.5% 5.9% 6.5% 0%
TOTAL 2,966.3 3,187.1 2,913.3 0.7% 6.3% 6.3% 100%

In the hotel sector, a like-for-like advance of 1.0% is noted, compared to the end of 2013. The healthcare sector is stable, due to the combined effect of the Indexation of rents (+0.6%) and the rise in transfer fees. The like-for-like stability of Retail Premises is due to the combined effect of compressed capitalisation rates and the rise in transfer fees.

1.3.4. RESIDENTIAL

Foncière Développement Logements, a subsidiary of Foncière des Régions, specialises in the holding of residential assets. In this six month period the company has separated its French portfolio (25% of the portfolio) and German portfolio (75% of the portfolio) as announced on 28 April 2014, by disposing of the capital of its German subsidiary IMMEO to its main shareholders. This transaction became effective on 9 July 2014.

On 30 June 2014, Foncière des Régions held 59.7% of Foncière Développement Logements.

1.3.4.1. Rents received – Germany: +2.0% on a like-for-like basis

1.3.4.1.1. Geographic breakdown

(€M) Rental income
H1 2013
Rental income
H1 2014
Change (%) Change (%)
LFL
% of rental
income
Paris and Neuilly 8.2 7.4 -9.7% N/A 49%
IDF excl. Paris and Neuilly 3.1 2.8 -9.5% N/A 18%
Rhône-Alpes 1.7 1.5 -12.0% N/A 10%
PACA 2.0 2.1 3.4% N/A 14%
Large Ouest 1.0 0.8 -15.6% N/A 6%
East(1) 0.5 0.5 -6.6% N/A 3%
Total France(1) 16.6 15.2 -8.5% N/A 15%
Berlin 7.3 16.4 124.7% 5.8% 20%
Datteln 3.6 3.6 0.8% 1.1% 4%
Dresde 0.0 2.6 N/A N/A 3%
Duisburg 27.1 20.9 -23.0% N/A 25%
Dusseldorf 1.2 0.9 -25.0% 2.0% 1%
Essen 16.3 16.2 -0.7% 0.8% 19%
Mulheim 6.2 6.2 0.0% 1.4% 7%
Oberhausen 5.0 5.0 1.3% 2.1% 6%
Autre 11.2 11.5 3.3% 1.8% 14%
Total Germany 77.9 83.4 7.1% 2.0% 85%
TOTAL 94.5 98.6 4.3% N/A 100%

(1) Including an office building in Luxembourg.

Rental Income was €98.6 million in the 1st half of 2014 compared to €94.5 million for the same period in 2013. This increase is mainly due to the impact of the Acquisitions completed in Germany during the 2nd half of 2013 and the 1st half of 2014.

1.3.4.2. Annualised rents: €207 million

1.3.4.2.1.Geographic breakdown

(€M) Annualised
rental income
H1 2013
Annualised
rental income
H1 2014
Change (%) % of rental
income
Paris and Neuilly 16.4 14.5 -11% 49%
IDF excl. Paris et Neuilly 6.1 5.5 -11% 18%
Rhône-Alpes 3.4 2.9 -12% 10%
PACA 4.2 4.2 1% 14%
Large West 1.9 1.6 -13% 6%
East(1) 0.7 1.0 36% 3%
Total France(1) 32.6 29.7 -8.9% 15%
Berlin 15.1 36.6 141.4% 21%
Datteln 7.4 7.5 1.0% 4%
Dresde 0.0 5.1 N/A 3%
Duisburg 44.6 44.6 -0.2% 25%
Dusseldorf 1.5 1.9 27.5% 1%
Essen 33.3 33.1 -0.7% 19%
Mulheim 12.9 12.9 0.3% 7%
Oberhausen 10.5 10.4 -0.6% 6%
Other 23.1 25.1 8.9% 14%
Total Germany 148.5 177.2 19.3% 85%
TOTAL 181.1 206.9 14.2% 100%

(1) Including an office building in Luxembourg.

Annual Rental Income are up in Germany due to the Acquisitions of 2013 and 2014.

1.3.4.3. Indexation

The index used to calculate the Indexation in France is the IRL. In Germany, rents are limited by the Mietspiegel.

1.3.4.4. Occupancy rate (in Germany)

(%) 2013 H1 2014
Germany
Berlin 99.1% 99.3%
Datteln 99.2% 99.2%
Dresde 98.7% 98.9%
Duisburg 97.4% 96.7%
Dusseldorf 100.0% 100.0%
Essen 99.2% 99.1%
Mulheim 99.1% 99.2%
Oberhausen 97.2% 98.6%
Other 99.6% 98.4%
TOTAL 98.7% 98.6%

The occupancy rate of operational assets is still high at 98.6% at 30 June 2014, stable compared to 30 June 2013 (98.7%).

1.3.4.5. Unpaid rent

(€M) H1 2013 H1 2014
As % of rental income 1.16% 1.4%
In value(1) 1.1 1.4

(1) Net provision/reversals of provison.

The impact of unpaid rent on the income statement is stable as a percentage of annualised rents between 30 June 2014 and 30 June 2013, and remains at a manageable level.

1.3.4.6. Disposals and agreements for disposals: €194 million

(€M) Disposals
(agreements
as of end of
2013 closed)
Agreements
as of end of
H1 2013
to close
New
disposals
H1 2014
New
agreements
H1 2014
Total
H1 2014
Margin vs.
2013 value
Yield Total
France 16.9 - 16.0 28.1 44.2 8.7% 1.7% 61.1
Germany 12.9 105.8 8.7 5.2 13.9 8.8% 4.6% 132.5
TOTAL 29.8 105.8 24.7 33.3 58.0 8.7% 3.6% 193.6

In France, disposals were mainly assets located in Île-de-France (70%). In Germany, disposals were mainly in the Ruhr (60%). The amount of new commitments amounted to €58 million and were made with a margin of 8.7%.

1.3.4.7. Acquisitions: 95.3 million in Germany

Assets Surface
(sq. m)
Location Acquisition
Price
(€M)
Yield(1)
Berlin, Dresde,
Germany 79,043 Leipzig 95.3 6.4%
TOTAL 79,043 95.3 6.4%

(1) Yield on potential rent.

In Germany, three investment operations took place in Berlin, Dresden and Leipzig for an amount of €95.3 million including costs and taxes, i.e., €90.5 million excluding taxes. These acquisitions are fully in Foncière des Region's strategy to expand in Germany, dynamic regions with a high potential for rental growth.

1.3.4.8. Asset values

1.3.4.8.1. Changes in asset value

(€M) Value ED
2012
Value
adjustment
Acquisitions Disposals Invest. Transfer Value ED
H1 2014
France 870.6 23.5 0.0 31.8 0.0 0.0 862.3
Germany 2,446.0 36.7 95.3 20.2 0.0 0.0 2,558.0
TOTAL 3,316.6 60.2 95.3 52.0 0.0 0.0 3,420.3

(1) Including an office building in Luxembourg.

On 30 June 2014, the consolidated Foncière Développement Logements portfolio was valued at €3.420 billion – a like for like increase of +1.8% over the six months.

1.3.4.8.2. Like-for-like change: +1.8%

(€M) 100%
value ED
2013
100%
value ED
H1 2014
LFL change
6 months
Yield ED
2013
Yield ED
H1 2014
% of total
value
Total France(1) 871 862 2.8% 3.5% 3.4% 25%
Total Germany(2) 2,446 2,558 1.5% 6.6% 6.7% 75%
TOTAL 3,317 3,420 1.8% 5.8% 5.9% 100%

(1) Including an office in Luxembourg.

(2) Excluding services in Oberhausen.

1.3.5. LOGISTICS

1.3.5.1. Accounted rental income: -1.8% like-for-like

(€M) Surfaces
(sq. m)
Rental income
H1 2013
Rental income
H1 2014
Change (%) Change (%)
LFL
% rental
income
TOTAL 534,960 28.0 24.0 -14.3% -1.8% 100%

The rents for the first half of 2014 amounted to €24.0 million, or a reduction of 14.3% in comparison with 30 June 2013. This variation is explained by:

w the disposals completed in H2 2013 and H1 2014 (-€3.9 million)

w the indexation and the staged rents (+€0.1 million)

w the arrivals and departures of tenants (in 2013, departures of Telemarket in Pantin and Decathlon in Bussy-Saint-George partially offset by lettings in Chalon) and the renewals (-€0.2 million).

On a like-for-like basis, rents are down by 1.8%.

The average rate of expenses in the first half of 2014 amounted to 20%, stable in comparison with 2013.

1.3.5.2. Annualised rents: €18.5 million

(€M) Surface
(sq. m)
Number
of assets
Annualised
rental income
2013
Annualised
rental income
H1 2014
Change
(%)
% of rental
income
TOTAL 534,960 10 56.2 18.5 -67.0% 100%

Following the disposals completed in the first half of 2014, the annualised rents fell by 67%.

1.3.5.3. Indexation

In France, the indices used to calculate the indexation are those of the lCC and the ILAT. The rents which benefit from a cap or a tunnel of indexation represent 22% of the annualised rents.

1.3.5.4. Rental activity

During the first half of 2014, 9,158 sq. m of new leases were signed on the residual perimeter, particularly in Pantin, representing €0.5 million of annualised rents.

(€M) Surface
(sq. m)
Annualised
rental income
Annualised
rental income
(€/sq. m)
Vacating 7,830 0.4 51
Letting 9,158 0.5 51
Renewal 64,457 2.4 37

1.3.5.5. Maturity date table and occupancy rate

1.3.5.5.1. Maturity dates for the leases: 4.4 years of residual term for the leases (2.1 years firm)

As a result of the disposal programme carried out in the first half of 2014, the residual term of the leases in place is 4.4 years (2.1 years firm), down in comparison with the end of 2013 (5.5 years), and displays the following profile.

(€M) By lease end
date
(1st break)
% of total By lease
end date
% of total
2014 1.6 9% 1.6 9%
2015 6.8 37% 1.9 10%
2016 4.4 24% 2.5 14%
2017 3.0 16% 2.0 11%
2018 1.2 6% 1.7 9%
2019 1.6 8% 2.0 11%
2020 0.0 0% 2.9 15%
2021 0.0 0% 1.0 5%
2022 0.0 0% 1.1 6%
2023 0.0 0% 0.6 3%
Beyond 0.0 0% 1.4 7%
TOTAL 18.5 100% 18.5 100%

1.3.5.5.2. Occupancy rate and type: an occupancy rate of 75.5%

The spot occupancy rate fell to a level of 75.5% at 30 June 2014, as a result of the significant change in perimeter recorded over the first half of 2014. Over the residual portfolio, the vacancy rate is slightly down, thanks to the marketing efforts made on the Pantin site.

Occupancy rate

(%)
2013
H1 2014
TOTAL
85.5%
75.5%

1.3.5.6. Unpaid rent

(€M) 2013 H1 2014
As % of rental income 3.2% 0.0%
In value(1) 1.7 0.0
(1) Net provision/reversals of provison.

The impact of unpaid rents in the company's financial statements over the first half of 2014 is zero, down by €1.7 million in comparison with 31 December 2013, principally related to the judicial liquidation of Télémarket, recognised in the financial statements in 2013.

1.3.5.7. Disposals and agreements for disposals: €499 million

Disposals
(agreements
Agreements New New
(€M) as of end of
2013 closed)
as of end of
2013 to close
disposals
H1 2014
agreements
H1 2014
Total
H1 2014
Margin vs.
2013 value
Yield
TOTAL 0.0 0.0 497.3 2.0 499.3 -0.7% 7.4%

Over the first half of 2014, Foncière des Régions continued its strategic refocusing by the deployment of an active rotation policy for its logistics portfolio. This policy has resulted in the finalisation of several sales processes or a total amount of €499 million.

  • w €473 million, representing 17 logistics platforms with a total surface area of almost 750,000 sq. m, sold to property funds managed by Blackstone
  • w €26 million of unitary properties sold to users.

1.3.5.8. Asset values

1.3.5.8.1. Changes in asset value

(€M) Value ED
H1 2013
Value
adjustment
Acquisitions Disposals Invest. Transfert Value ED
H1 2014
TOTAL 790.9 -5.4 0.0 -503.4 7.0 0.0 289

Foncière des Regions holds a land by nearly 400,000 sq. m to eventually develop 90,000 sq. m of warehouse.

1.3.5.8.2. Change on a like-for-like basis

Experts' valuations, on a like-for-like basis over six months, fell by 1.2%. This change is primarily related to a rent reduction of 1.8% LFL. The entire portfolio being operated is valued on the basis of a yield in annualised rent of 6.4% at the end of June 2014.

(€M) Value ED
2013
100%
Value ED
H1 2014
100%
Value ED
H1 2014
GS
LFL change
6 months
Yield ED
2013
Yield ED
H1 2014
% of total
value
TOTAL 790.9 289 289 -1.2% 7.4% 6.4% 100%

1.4. Financial information and comments

The business of Foncière des Régions consists of the acquisition, ownership, administration and leasing of properties, developed or otherwise, specifically in the office, hotel, service and parking sectors.

Registered in France, Foncière des Régions is a limited company (société anonyme) with a Board of Directors.

1.4.1. SCOPE OF CONSOLIDATION

The scope of consolidation of Foncière des Régions as at 30 June 2014 includes companies located in France and in six European countries (in Italy for Offices, Hotels and Service and Residential, in Portugal, Belgium, Netherlands and Luxembourg for the Service Sector).

The main percentages of control during the year were as follows:

Subsidiaries H1 2013 2013 H1 2014
Foncière Développement Logements 31.6% 59.7% 59.7%
Foncière des Murs 28.3% 28.3% 28.3%
Beni Stabili 50.9% 50.9% 50.9%
OPCI CB 21 (Tour CB 21) 75.0% 75.0% 75.0%
Urbis Park 59.5% 59.5% 59.5%
Fédérimmo (Carré Suffren) 60.0% 60.0% 60.0%
SCI Latécoëre (DS Campus) 50.1% 50.1% 50.1%
SCI 11, Place de l'Europe (Campus Eiffage) 100.0% 50.1% 50.1%
Lenovilla (New Vélizy) 50.1% 50.1% 50.1%

Note that Foncière des Régions increased its equity interest in Foncière Développement Logements following the public offer of exchange in August 2013. On completion of this public offer of exchange, Foncière des Régions held 59.7% of Foncière Développement Logements, which is fully consolidated as of 1 August 2013.

1.4.2. ACCOUNTING STANDARDS

The consolidated financial statements were prepared in accordance with IAS 34 "International financial information". They were approved by the Board of Directors on 23 July 2014.

The consolidated financial statements as at 30 June 2014 were prepared in accordance with the accounting standards and interpretations issued by the IASB and adopted by the European Union on the date of preparation.

In application of IFRS 5, the Logistics business, 63% of the assets of which were disposed of during the first half, is presented as "Discontinued operations" in the financial statements. The tables below present the financial statements separately before and after the reclassification of the Logistics business. Note that this reclassification does not alter net income and that the changes in the income statement are calculated before the reclassification of "Discontinued operations".

1.4.3. EPRA INCOME STATEMENTS

Consolidated GS Change
GS
(€M) H1
2013
H1 2014
before
reclassi
fication
Discon
tinued
operations
H1 2014 H1
2013
H1 2014
before
reclassi
fication
Discon
tinued
operations
H1 2014 %
Rental income 381.3 462.2 24.0 438.2 243.9 287.7 24.0 263.7 18.0%
Unrecovered rental costs -18.7 -22.0 -3.1 -18.9 -12.6 -14.3 -3.1 -11.2 13.1%
Expenses on properties -7.2 -13.2 -1.0 -12.2 -4.6 -8.1 -1.0 -7.1 77.2%
Net expenses on unrecoverable
receivables
-4.3 -3.1 0.0 -3.1 -2.6 -1.7 0.0 -1.7 -35.6%
Net rental income 351.0 423.9 19.9 403.9 224.0 263.5 19.9 243,6 17.6%
ratio of costs to revenues 7.9% 8.3% 17.1% 7.8% 8.1% 8.4% 17.1% 7.6% 0%
Management and administration revenues 9.3 12.0 0.3 11.7 9.4 11.6 0.3 11.3 23%
Activity-related costs -2.4 -2.9 -0.1 -2.8 -1.7 -1.7 -0.1 -1.6 0%
Committed fixed costs -34.5 -51.1 -0.8 -50.4 -26.8 -37.0 -0.8 -36.2 38%
Development costs -0.2 -0.2 0.0 -0.2 -0.2 -0.1 0.0 -0.1 -45%
Net cost of operations -27.8 -42.2 -0.6 -41.6 -19.3 -27.2 -0.6 -26.6 41%
Income from other activities 8.1 13.2 0.0 13.2 5.5 10.6 0.0 10.6 94%
Depreciation of operating assets -7.3 -7.9 0.0 -7.9 -5.0 -5.2 0.0 -5.2 4%
Net change in provisions and other 4.1 -3.7 -2.1 -1.6 4.4 -2.8 -2.1 -0.8 -164%
CURRENT
OPERATING
INCOME
328.1 383.1 17.2 365.9 209.6 238.9 17.2 221.6 14%
Net income from inventory properties -1.6 -0.6 0.0 -0.6 -1.0 -0.4 0.0 -0.4 -59%
Income from asset disposals 0.8 -10.9 -7.6 -3.2 -1.3 -10.5 -7.6 -2.9 715%
Income from value adjustments 26.4 66.7 -6.0 72.7 12.5 43.3 -6.0 49.3 247%
Income from disposal of securities 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0%
Income from changes in scope 3.2 27.9 27.9 0.0 3.2 28.1 28.1 0.0 782%
OPERATING
INCOME
356.8 466.3 31.8 434.5 223.0 299.3 31.8 267.5 34%
Income from non-consolidated companies 8.9 0.0 0,0 0.0 8.9 0.0 0.0 0.0 -100%
Cost of net financial debt -139.8 -151.7 -5.9 -145.7 -88.3 -92.1 -5.9 -86.2 4%
Value adjustment on derivatives 74.4 -216.9 -5.3 -211.6 53.6 -144.7 -5.3 -139.4 -370%
Discounting of liabilities and receivables -1.4 -4.2 -0.2 -4.0 -1.3 -2.9 -0.2 -2.8 129%
Net change in financial
and other provisions
-13.0 -21.9 0.0 -21.9 -7.1 -12.8 0.0 -12.8 82%
Share in earnings of affiliates 25.0 10.4 0.0 10.4 22.4 9.5 0.0 9.5 -58%
PRE
-TAX INCOME
310.9 82.0 20.4 61.6 211.3 56.3 20.4 35.9 -73%
Deferred tax -2.2 -9.0 0.4 -9.4 -4.5 -2.3 0.4 -2.7 -48%
Corporate income tax -4.0 -3.8 0.4 -4.2 -1.7 -2.3 0.4 -2.7 32%
NET
INCOME FRO
M CONTIN
UING
OPERATIONS
304.8 69.2 0.0 48.0 205.1 51.7 0.0 30.4 -75%
Post-tax profit or loss
of discontinued operations 0.0 0.0 0.0 21.2 0.0 0.0 21.2 0%
NET
INCOME FRO
M DISCONTIN
UED
OPERATIONS
0.0 0.0 0.0 21.2 0.0 0.0 21.2 0%
NET
INCOME FOR
THE
PERIO
D
304.8 69.2 21.2 69.2 0.0 51.7 21.2 51.7 -75%
Non-controlling interests -99.6 -17.5 0.0 -17.5 0.0 0.0 0.0 0.0 0%
NET
INCOME FOR
THE
PERIO
D – GS
205.1 51.7 21.2 51.7 205.1 51.7 21.2 51.7 -75%

1.4.3.1. Rental Income

Rental income, Group share, rose 18% to €287.7 million (vs. €243.9 million), mainly due to the consolidation of the Residential business (€58 million). This increase in rental income was offset by the effect of asset disposals.

The change in rental income by sector was as follows:

  • w decrease in rental income in the Offices France sector (€8.8 million, GS), related to disposals
  • w decrease in rental income for Hotels/Service sector (€1.6 million, GS) related to sales and the drop in Accor's revenues
  • w decrease in rental income for Logistics (€4 million, GS), due to disposals in 2013 and 2014.

In consolidated data, rental income increased 21.2% (up €80.9 million):

w Offices France -€7.7 million (-5.7%)
w Offices Italy -€0.4 million (+0.3%)
w Hotels/Service Sector -€5.5 million (-5.4%)
w Logistics -€4 million (-14.4%)
w Residential +€98.6 million (N/A)

1.4.3.2. Net operating coasts

Net operating costs, before reclassification of discontinued operations amounted to €27.2 million (GS) at 30 June 2014 (€42.2 million on a consolidated basis), up from €19.3 million at 30 June 2013 (€27.8 million on a consolidated basis), giving an increase of 41%.

This increase stems primarily from the consolidation of the Residential business. Stripping out the impact of Residential, net operating costs dipped slightly in H1 2014. These overhead expenses mainly consist of payroll, attorneys' fees, auditors' fees, and office, communications and IT costs.

1.4.3.3. Income from other activities

Other business income mainly concerns the parking activity, i.e. car parks owned or under concession, as well as property development.

1.4.3.7. Share in earnings of affiliates

Net income from these businesses was up in first-half 2014. Other business income stood at €10.6 million at 30 June 2014 (in Group share), compared to €5.5 million for the same period in the prior year.

1.4.3.4. Depreciation and provisions

Allowances for depreciation and provisions during the period consisted largely of depreciation on operating properties and car parks.

1.4.3.5. Change in the fair value of assets

The income statement recognises changes in the fair value of assets based on appraisals conducted on the portfolio. In first-half 2014, the change in the fair value of investment assets was positive by €43.3 million for the Group share and €66.7 million on a consolidated basis, versus €12.5 million (GS) at 30 June 2013 (+€26.4 million at 100%).

Operating income, Group share, thus amounted to 299.3 million at 30 June 2014, as against €223 million at 30 June 2013.

1.4.3.6. Financial coasts and fair value

Financial expenses stood at €92.1 million in Group share (compared to €88.3 million as at 30 June 2013) and at €151.7 million on a consolidated basis (vs. €139.8 million as at 30 June 2013). The amount of interest capitalised on assets under development amounted to €10.2 million (Group share) for first-half 2014.

The change in the fair value of financial instruments was negative €144.7 million in Group share at 30 June 2014 (-€216.9 million on a consolidated basis), compared to positive €53.6 million in Group share (+€74.4 in consolidated data) at 30 June 2013. This was after a reduction in long-term rates between the two periods and a change in the fair value of the ORNANE between 2013 and 2014 (-€83.9 million in Group share and -€112.9 million at 100%).

Contribution
Consolidated data % interest Value 2014 to earnings Value 2012 Change (%)
OPCI Foncière des Murs 19.90% 68.9 -2.9 71.8 -4.0%
SCI Latécoëre (Dassault Campus) 50.10% 94.4 -0.9 95.3 -0.9%
Lénovilla (New Vélizy) 50.10% 10.6 3.7 6.9 53.6%
Other equity interests 10.2 -0.5 10.8 -5.6%
TOTAL 184.1 -0.7 184.8 -0.4%

1.4.3.8. Income from changes in scope

Income from changes in the scope of consolidation was €27.9 million and corresponds, especially, to the earnings impact of the disposal of companies in the Logistics sector (reversal of deferred tax).

1.4.3.9. Income from non consolidated affiliates

Income from non consolidated companies at 30 June 2013 pertains to €8.9 million in dividends from Altarea. Note that the Group had disposed of its entire holding in this company, since September 2013.

1.4.3.10. Tax regime

Taxes determined are for:

  • w foreign companies not covered or only partially covered by a specific scheme for real estate businesses
  • w French subsidiaries not having opted for the SIIC regime
  • w French SIIC or Italian subsidiaries with taxable activity.

1.4.3.11. EPRA recurrent net income

Group share
(€M)
H1 2013 H1 2014 before
reclassification
Change (%)
NET
RENTAL
INCOME
225.6 263.5 37.9 16.8%
Net operating costs -18.0 -26.2 -8.2 45.6%
Income from other activities 5.6 10.5 4.9 87.5%
Net change in provisions and other 0.0 0.0 0.0 N/A
Cost of net financial debt -87.5 -89.8 -2.3 2.6%
Recurrent net income from equity affiliates 15.9 7.0 -8.9 -56.0%
Income from non consolidated affiliates 8.9 0.0 -8.9 N/A
Recurrent tax -1.2 -1.4 -0.2 16.7%
EPRA
RECURRENT
NET
INCOME
149.3 163.6 14.3 9.6%
EPRA
RECURRENT
NET
INCOME PER
SHARE
2.6 2.6 0.0 0.4%
Fair value adjustment on real estate assets 12.5 43.3 30.8 246.4%
Other asset value adjustments 0.0 0.0 0.0 N/A
Fair value adjustment on financial instruments 53.6 -144.7 -198.3 -370.0%
Other -5.8 -7.3 -1.5 25.9%
Non-recurrent tax -4.5 -3.2 1.3 -28.9%
NET
INCOME
205.1 51.7 -153.4 -74.8%
Diluted average number of shares 57,494,770 62,699,082 5,204,312 9.1%
Net income
GS
Restatements EPRA
RNI
NET
RENTAL
INCOME
263.5 0.0 263.5
Operating costs -27.2 1.1 -26.1
Income from other activities 10.6 -0.2 10.5
Depreciation of operating assets -5.2 5.2 0.0
Net change in provisions and other -2.8 2.8 0.0
CURRENT
OPERATING
INCOME
238.9 8.9 247.8
Net income from inventory properties -0.4 0.4 0.0
Income from asset disposals -10.5 10.5 0.0
Income from value adjustments 43.3 -43.3 0.0
Income from disposal of securities 0.0 0.0 0.0
Income from changes in scope 28.1 -28.1 0.0
OPERATING
INCOME
299.3 -51.5 247.8
Income from non-consolidated companies 0.0 0.0 0.0
COST
OF NET
FINAN
CIAL DEBT
-92.1 2.3 -89.8
Value adjustment on derivatives -144.7 144.7 0.0
Discounting of liabilities and receivables -2.9 2.9 0.0
Net change in financial provisions -12.8 12.8 0.0
Share in earnings of affiliates 9.5 -2.5(1) 7.0
PRE
-TAX NET
INCOME
56.3 108.7 165.0
Deferred tax -2.3 2.3 0.0
Corporate income tax -2.3 0.9 -1.4
NET
INCOME FOR
THE
PERIO
D
51.7 111.9 163.6

(1) Non cash amount from result of affiliates.

1.4.4. BALANCE SHEET

1.4.4.1. Consolidated balance sheet

H1 2014
before
reclassifi
Discon
tinued
opera
H1 H1 2014
before
reclassifi
Discon
tinued
opera
H1
(€M) 2013 cation tions 2014 2013 cation tions 2014
Non-current assets Shareholders' equity
Capital 188 188 0 188
Intangible assets 154 151 0 151 Additional paid-in capital 2,371 2,291 0 2,291
Treasury stock -11 -4 0 -4
Tangible assets 108 106 0 106 Consolidated reserves 1,402 1,562 0 1,562
Investment properties 14,298 13,804 0 13,804 Earnings 340 52 0 52
0 0 0 0 Total shareholders'
equity Group share
4,290 4,089 0 4,089
Financial assets 156 200 0 200 Non-controlling interests 2,925 2,829 0 2,829
Equity affiliates 185 184 0 184 Total shareholders'
equity (I)
7,215 6,918 0 6,918
Deferred tax assets 90 96 0 96 Non-current liabilities
Long-term financial
instruments 12 29 0 29
Long-term borrowings 7,520 7,943 0 7,943
Long-term financial
instruments
476 602 18 584
Total non-current assets (I) 15,002 14,569 0 14,569 Deferred tax liabilities 295 256 0 256
Current assets Pension and other liabilities 41 41 0 41
Other long-term debt 38 100 3 97
Assets held for sale 1,197 1,140 289 851 Total non-current
liabilities (II )
8,369 8,943 22 8,921
Loans and finance lease
receivables
10 4 0 4 Current liabilities
Inventories and
work-in-progress
80 82 0 82 Liabilities held for sale
Short-term financial
instruments 11 16 0 16 Trade payables 110 137 8 129
Trade receivables 283 338 14 325 Short-term borrowings 979 813 1 812
Current tax 3 7 4 3 Short-term financial
instruments
95 88 2 86
Other receivables 202 261 5 257 Tenant security deposits 6 6 0 6
Accrued expenses 12 18 1 17 Advances and deposits
received on current orders
134 159 10 149
Cash and cash equivalents 382 834 2 832 Short-term provisions 17 18 0 18
Discontinued operations 0 0 0 315 Current tax 5 4 0 5
Other debt 5 4 0 204
Accruals 47 41 0 41
Discontinued operations 0 0 0 57
Total current assets (II) 2,179 2,700 315 2,700 Total current liabilities (III) 1,597 1,408 36 1,430
TOTAL
ASSETS
(I+II+III)
17,181 17,269 315 17,269 TOTAL
LIABILITIES
(I+II+III)
17,181 17,269 57 17,269
H1 2014
before
H1 2014
before
Assets reclassification H1 2014 Liabilities reclassification H1 2014
Fixed assets 14,061 14,061 Shareholders' equity 4,089 4,089
Equity affiliates 184 184 Non-controlling interests 2,829 2,829
Financial assets 200 200 Shareholders' equity 6,918 6,918
Deferred tax assets 96 96 Borrowings 8,756 8,755
Financial instruments 45 45 Financial instruments 690 670
Assets held for sale 1,140 851 Deferred tax liabilities 256 256
Cash 834 832 Other liabilities 648 669
Other 710 1,001
TOTAL 17,269 17,269 17,269 17,269

1.4.4.2. Simplified consolidated balance sheet

1.4.4.3. Simplified balance sheet, Group share

H1 2014
before
H1 2014
before
Assets reclassification H1 2014 Liabilities reclassification H1 2014
Fixed assets 8,222 8,222
Equity affiliates 134 134
Financial assets 185 185 Shareholders' equity 4,089 4,089
Deferred tax assets 49 49 Borrowings 5,478 5,477
Financial instruments 39 39 Financial instruments 485 465
Assets held for sale 871 582 Deferred tax liabilities 129 129
Cash 670 668 Other 468 489
Other 480 771
TOTAL 10,649 10,649 Total
10,649
10,649

1.4.4.4. Shareholders' equity

The Group share of consolidated shareholders' equity declined from €4,290 million at end-2013 to €4,089 million at 30 June 2014, a decrease of €200.8 million, primarily due to:

  • w income for the period +€51.7 million
  • w impact of dividend distribution -€262.7 million
  • w financial instruments included in shareholders' equity +€8 million

1.4.4.5. Net debt

Foncière des Régions' net debt amounted to €5,509 million in Group share, and €8,769 million on a consolidated basis. Net debt at 30 June 2014 was €4,834 million (GS) and €7,923 million (on a consolidated basis), compared to €5,098 million (GS) and €8,117 (consolidated) at end-2013. Net debt fell €263.8 million in Group share (decline €194.5 million consolidated).

1.5. Net Asset Value (NAV)

2013 H1 2014 Var.
vs. 2013
Var. (%)
vs. 2013
EPRA
NAV (€M)
4,871.1 4,668.1 -203.0 -4.2%
EPRA NAV/share (€) 77.7 74.3 -3.4 -4.4%
EPRA
triple net NAV (€M)
4,342.1 4,059.2 -282.9 -6.5%
EPRA triple net NAV/share (€) 69.2 64.6 -4.6 -6.7%
Number of shares 62,708,431 62,796,034 87,603 0.1%

EPRA NAV 2013 EPRA NAV at the end of june 2014

(€M) (€/share)
SHAREHOL
DERS
' EQUITY
4,089.3 65.12
Fair value assessment of buildings (operation + inventory) 21.5
Fair value assessment of parking facilities 33.0
Fair value assessment of goodwill 2.8
Fixed debt and Beni Stabili inflation swap -103.4
Restatement of value ED 16.0
EPRA
TRIPLE
NET
NAV
4,059.2 64.64
Financial instruments and fix rate debt 424.1
Deferred tax 80.3
ORNANE 104.6
EPRA
NAV
4,668.2 74.34
IFRS
NAV
4,089.3 65.12

The property portfolio held directed by the Group was valued in full at 30 June 2014, by property experts including REAG and members of the AFREXIM: DTZ Eurexi, CBRE, JLL, BNP Paribas Real Estate, Cushman, on the basis of joint technical specifications prepared by the company, in compliance with professional practices.

Assets were estimated at values excluding and/or including duties. Estimates were made using the comparative method, the rent capitalisation method and the discounted future cash flows method.

Car parks were valued by capitalising the gross operating surplus generated by the business.

Other assets and liabilities were valued based on the IFRS values on the consolidated financial statements. The application of the fair value essentially concerns the valuation of the debt coverages and the ORNANES.

For companies shared with other investors, only the Group share was taken into account.

w Fair value adjustment for the buildings and business goodwill In accordance with IFRS standards, buildings operated as businesses and in stocks are valued at the historical cost. A value adjustment, in order to take into account the value of assessment, is recognised in the RNA for a total amount of €21.5 million.

Since business goodwill is not recognised in the consolidated financial statements, a restatement in order to recognise its fair value (as calculated by the valuers) is recognised in the RNA for an amount of €2.8 million as at 30 June 2014.

w Fair value adjustment for the car parks

Car parks are valued at historical cost in the consolidated financial statements. A restatement is made in the NAV to take into account the appraisal value of these assets, as well as the effect of the farm-outs and subsidies received in advance. The impact on the RNA is €33 million at 30 June 2014.

w Recalculation of the base cost excluding duties of certain assets

When a company, rather than the asset that it holds, can be sold off, transfer duties are recalculated based on the company's net asset value. The difference between these recalculated duties and the transfer duties already deducted from the value of the assets generates a restatement of €16 million at 30 June 2014.

w Fair value adjustment for fixed-rate debts

The Group has taken out fixed-rate loans. In accordance with the principles set out by the EPRA, the triple net RNA is corrected by the fair value of the fixed-rate debt, or an impact at 30 June 2014 of -€103.4 million.

1.6. Financial Resources

1.6.1. MAIN DEBT CHARACTERISTICS

GS 2013 H1 2014
Net debt, Group share (€M 5,098 4,832
Average annual rate of debt 3.94% 3.48%
Average maturity of debt (in years) 4.5 4.2
Debt active hedging spot rate 80% 82%
Average maturity of hedging 4.9 4.8
LTV Including Duties 46.5% 46.2%
ICR 2.49 2.76

1.6.1.1. Debt by type

Foncière des Régions' net debt GS amounted to €4.8 billion as at 30 June 2014 (€7.9 billion on a consolidated basis).

As a share of total debt, Corporate debt rose from 48% at 31 December 2013 to 55% at 30 June 2014, notably due to the issue of new bonds during the financial year totalling €0.3 billion for the Group share.

In addition, as at 30 June 2014, cash and cash equivalents at Foncière des Régions amounted to almost €1.7 billion (Group share) and to €2 billion on a consolidated basis. These amounts do not include the unused portion of loans allocated to development projects under way.

1.6.1.2. Debt maturity

The average maturity of Foncière des Régions debt was 4.2 years at end-June 2014.

The 2014 and 2015 maturities are covered entirely by existing cash. 2014 maturities primarily concern Foncière des Régions (€106 million).

2015 maturities concern Beni Stabili (€493 million on a consolidated basis and €251 million in Group share) and Foncière des Régions (€82 million).

FDR FDM URBIS BS FDL

2014 2015 2016 2017 2018 2019 2020 2021 2022

and later

Debt maturity commitments – Group share

1.6.1.3. Main changes during the period

1.6.1.3.1. New debt issues: €1.4 billion at 100% (€0.7 billion, Group share)

  • w Beni Stabili: €776 million raised and renegotiated in firsthalf 2014 (€395 million in Group share)
  • w Beni Stabili placed a €350 million, unsecured inaugural bond issue in January 2014 with an annual coupon of 4.125% and maturing in four years, i.e. in January 2018.
  • w As part of the diversification of its sources of financing, in March 2014, Beni Stabili successfully completed a private placement with institutional investors for a total of €250 million with a 3.50% coupon. The bond matures in April 2019.
  • w In addition, Beni Stabili took out €60 million in new bank financing in the six-month period.
  • w Lastly, Beni Stabili renegotiated three existing bank loans (€116 million) securing better conditions.
  • w Hotels and Service sector: €209 million raised in 2014 (€59 million in GS)
  • w In May 2014, Foncière des Murs took out €209 million in loans backed by a diversified asset portfolio mainly comprised of hotel assets, to:
    • refinance the balance of mortgage loans set up in 2007
    • refinance the €60 million mortgage loan taken out in 2013 to optimise the financial conditions of the facility.
  • w Residential: €410 million raised in 2014 (€245 million in GS)
  • w In first-half 2014, Foncière Développement Logements (FDL) raised €60 million in new financing in Germany with maturities of four to five years, intended to finance acquisitions of residential portfolios in Berlin, Dresden and Leipzig.
  • w In France, FDL refinanced the Stockholm 1 and 2 loans in January 2014 with new debt for an initial amount of €350 million.

1.6.1.4. Hedging profile

During the 2014 financial year, the hedge management policy remained unchanged, with debt hedged at 90% to 100%, at least 75% of which had short-term hedges and all of which have maturities exceeding debt maturity.

Based on net debt at the end of June 2014, Foncière des Régions is covered (in Group share) up to 84% in short term hedges compared to 94% at the end of 2013. The average term of the hedges is 4.8 years for Group share.

1.6.1.5. Average interest rate on the debt and sensitivity

The average rate on the debt of Foncière des Régions stood at 3.48% in GS (end June 2014), compared to 3.94% in 2013. This decrease is primarily due to the full-year impact of bond issues, as well as hedge restructuring, including:

w the issue of a €270 million Beni Stabili ORNANE (October 2014) at 2.625% for five years and six months

1.6.2. FINANCIAL STRUCTURE

Except for the debt raised without recourse to the Group's property companies, the debt of Foncière des Régions and its subsidiaries generally includes bank covenants (based on ICR and LTV) on the borrower's consolidated financial statements. If these covenants are breached, early debt repayment could be required. These covenants are established in Group share for Foncière des Régions and for Foncière des Murs and on a consolidated basis for the subsidiaries of Foncière des Régions (if their debts include them):

  • w the most restrictive consolidated LTV covenants at 30 June 2014 were 60% for Foncière des Régions, Foncière des Murs, Foncière Développement Logements and Beni Stabili
  • w the threshold for consolidated ICR covenants differs from one property company to another, depending on the type of assets, and may be different from one debt to another even for the same property company, depending on debt seniority.

w the issue of a Foncière des Régions €345 million ORNANE (November 2014) at 0.875% for five years and four months.

For information purposes, a 50 bps drop in the three-month Euribor rate would have a positive impact of €0.7 million on recurring net income for 2014. The impact would be negative by €0.8 million in the event of a 50 bps hike.

The most restrictive ICR consolidated covenant applicable to the property investment companies are the following:

  • w for Foncière des Régions: 200%
  • w for Foncière des Murs: 200%
  • w for Foncière Développement Logements: 150%
  • w for Beni Stabili: 140%
  • w moreover, for some scopes financed through dedicated debt, there are specific covenants which may be added to or replace the consolidated covenants
  • w finally, with respect to Foncière des Régions, corporate loans have been amended following 2013 renegotiations. In particular for some they include the following ratios:
Ratio Covenant H1 2014
LTV 60.0% 50.6%
ICR 200.0% 276.0%
LTV IAssets 62.5% / 65% 56.2%
Secural debt ratio 22.5% / 25% 11.0%

All covenants were fully complied with at the end of 2014. No loan has an accelerated payment clause contingent on a Foncière des Régions rating.

1.6.2.1. LTV calculation details

GS
(€M)
2013 H1 2014
Net book debt(1) 5,098 4,832
Receivables on disposals -413 -351
Security deposits received -11 -44
Finance lease-backed debt -3 -3
Net debt 4,671 4,435
Appraised value of real estate assets (ID) 10,204 9,681
Preliminary sale agreements -413 -351
Financial assets 40 37
Goodwill 3 3
Receivables linked to associates 79 92
Share of equity affiliates 132 134
Value of assets 10,044 9,595
LT V ED 48.9% 48.7%
LTV ID 46.5% 46.2%

(1) Adjusted for changes infair value of convertible bond (-€30 million).

1.7. Financial indicators of the main activities

Foncière des Murs Beni Stabili
2013 2014 Var. (%) 2013 2014 Var. (%)
EPRA Recurrent net income (€M) 64.1 57.9 -9.7% 35.9 42.0 17.0%
EPRA
Recurrent net income (€/share)
1.00 0.90 -9.7% 0.02 0.02 16.0%
EPRA NAV (€/share) 26.2 25.3 -3.4% 1.060 1.030 -2.8%
EPRA
triple net NAV (€M)
23.3 22.0 -5.6% 0.960 0.886 -7.7%
% of capital held by FDR 28.3% 28.3% 50.9% 50.9%
LTV ID 40.9% 42.8% 49.9% 50.9%
ICR 3.2 3.2 1.6 1.7
Foncière Développement Logements
2013 2014 Var. (%)
EPRA Recurrent net income (€M) 34.0 39.9 17.3%
EPRA
Recurrent net income (€/share)
0.49 0.58 17.3%
EPRA NAV (€/share) 22.90 22.95 0.2%
EPRA
triple net NAV (€M)
20.00 19.20 -4.0%
% of capital held by FDR 31.6% 59.7%
LTV ID 44.6% 46.6%
ICR 2.2 2.4

2 CONSOLIDATED FINANCIAL STATEMENTS AS AT 30 JUNE 2014

2.1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT 30 JUNE 2014 56 2.1.1. Statement of financial position 56 2.1.2. Statement of net income (EPRA format) 58

2.1.3. Statement of comprehensive income, 59
2.1.4. Statement of changes in shareholders'
equity 60
2.1.5. Statement of cash flows 62

2.2. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 64

2.2.1. Accounting principles and methods 64
2.2.2. Financial risk management 66
2.2.3. Significant events during the period 70
2.2.4. Notes to the statement of financial
position 72
2.2.5. Notes to the statement of net income 90
2.2.6. Other information 93
2.2.7. Segment reporting 100
2.2.8. Subsequent events 106
2.2.9. Scope of consolidation 107

2.1. Condensed consolidated financial statements as at 30 June 2014

2.1.1. STATEMENT OF FINANCIAL POSITION

Assets

30/06/2014
before
Discontinued
(€K) Note reclassification operations(1) 30/06/2014 30/06/2013
INTANGIBLE FIXED ASSETS 2.2.4.1.1
Goodwill 8,194 0 8,194 8,194
Other intangible fixed assets 142,567 0 142,567 145,974
TANGIBLE FIXED ASSETS
Operating properties 94,774 0 94,774 96,255
Other tangible fixed assets 6,438 0 6,438 6,620
Fixed assets in progress 5,072 0 5,072 5,297
Investment properties 2.2.4.1.2 13,803,514 0 13,803,514 14,297,538
Non-current financial assets 2.2.4.2 199,768 0 199,768 155,624
Equity affiliates 2.2.4.3 184,088 0 184,088 184,764
Deferred tax assets 2.2.4.4 96,101 0 96,101 90,049
Derivatives 2.2.4.11.3 28,811 0 28,811 11,697
Total non-current assets 14,569,327 0 14,569,327 15,002,012
Assets held for sale 2.2.4.1.2 1,140,357 289,090 851,267 1,196,495
Loans and finance lease receivables 2.2.4.5 3,895 0 3,895 9,636
Inventories and work-in-progress 2.2.4.6 81,695 0 81,695 80,033
Short-term derivatives 2.2.4.11.3 15,812 0 15,812 11,421
Trade receivables 2.2.4.7 338,114 13,579 324,535 282,556
Tax receivables 7,174 4,214 2,960 2,999
Other receivables 2.2.4.8 261,304 4,760 256,544 202,089
Accrued expenses 17,529 918 16,611 11,920
Cash and cash equivalents 2.2.4.9 833,661 2,237 831,424 381,541
Discontinued operations 0 0 314,798 0
Total current assets 2,699,541 314,798 2,699,541 2,178,690
TOTAL
ASSETS
17,268,868 314,798 17,268,868 17,180,702

(1) Given its disengagement in the Logistics segment with the disposal of nearly 63% of its portfolio over the first half of 2014, this segment is presented as "discontinued operations" as from 1 January 2014.

Liabilities

30/06/2014
(€K) Note before
reclassification
Discontinued
operations
30/06/2014 30/06/2013
Capital 188,049 0 188,049 188,049
Share premium account 2,291,094 0 2,291,094 2,370,863
Treasury stock -3,753 0 -3,753 -10,961
Consolidated reserves 1,562,233 0 1,562,233 1,402,064
Net income 51,659 0 51,659 340,126
Total shareholders' equity, Group share 2.2.4.10 4,089,283 0 4,089,283 4,290,141
Minority interests 2,828,994 0 2,828,994 2,925,030
Total shareholders' equity, Group share 6,918,276 0 6,918,276 7,215,171
Long-term borrowings 2.2.4.11 7,943,202 0 7,943,202 7,519,639
Derivatives 2.2.4.11.3 602,244 18,204 584,040 476,047
Deferred tax liabilities 2.2.4.4 256,335 0 256,335 294,811
Pension and other liabilities 2.2.4.12 40,943 37 40,906 40,640
Other long-term liabilities 99,902 3,356 96,546 37,563
Total non-current liabilities 8,942,626 21,597 8,921,029 8,368,700
Trade payables 137,096 8,231 128,865 109,541
Short-term borrowings 2.2.4.11 812,993 1,183 811,810 978,922
Short-term derivatives 2.2.4.11.3 88,168 1,962 86,206 94,555
Guarantee deposits 5,717 0 5,717 5,663
Advances and pre-payments 158,796 10,258 148,538 134,367
Short-term provisions 2.2.4.12 18,292 440 17,852 17,282
Current tax 3,464 0 3,464 4,994
Other short-term liabilities 142,726 13,448 129,278 204,316
Accrued expenses 40,714 187 40,527 47,191
Discontinued operations 0 0 57,306 0
Total current liabilities 1,407,966 35,709 1,429,563 1,596,831
TOTAL
LIABILITIES
17,268,868 57,306 17,268,868 17,180,702

2.1.2. STATEMENT OF NET INCOME (EPRA FORMAT)

(€K) Note 30/06/2014
before
reclassification
Discontinued
operations
30/06/2014 30/06/2013
Rental Income 2.2.5.1.1 462,158 23,979 438,179 381,273
Unrecovered property operating costs 2.2.5.1.2 -21,987 -3,078 -18,909 -18,723
Expenses on properties 2.2.5.1.2 -13,206 -957 -12,249 -7,239
Net losses on unrecoverable receivables 2.2.5.1.2 -3,113 -6 -3,107 -4,304
Net rental income 423,852 19,938 403,914 351,007
Management and administration income 11,960 301 11,659 9,266
Business expenses -2,880 -128 -2,752 -2,362
Overheads -51,116 -763 -50,353 -34,533
Development expenses -185 0 -185 -181
Net operating costs 2.2.5.1.3 -42,221 -590 -41,631 -27,810
Income from other activities 27,201 0 27,201 20,966
Expenses of other activities -14,006 0 -14,006 -12,913
Income from other activities 2.2.5.1.4 13,195 0 13,195 8,053
Depreciation of operating assets -7,946 -3 -7,943 -7,326
Net allowances to provisions and other -3,746 -2,116 -1,630 4,138
CURRENT
OPERATING
INCOME
383,134 17,229 365,905 328,062
Income from disposals of trading properties 1,145 0 1,145 1,706
Exit value and/or amortisations of trading properties -1,759 0 -1,759 -3,334
Net gain (loss) on disposal from trading properties -614 0 -614 -1,628
Proceeds from asset disposals 486,004 84,138 401,866 248,054
Carrying value of investment properties sold -496,878 -91,763 -405,115 -247,273
Gain (loss) from asset disposals -10,874 -7,625 -3,249 781
Gains in value of investment properties 152,202 733 151,469 115,936
Losses in value of investment properties -85,479 -6,740 -78,739 -89,570
Net valuation gains and losses 2.2.5.2 66,723 -6,007 72,730 26,366
Income (loss) from disposal of securities 0 0 0 0
Income from changes in consolidation scope 27,942 28,229 -287 3,180
OPERATING
INCOME
466,311 31,826 434,485 356,761
Income from non consolidated affiliates 23 0 23 8,898
Net financing cost 2.2.5.3 -151,660 -5,949 -145,711 -139,810
Fair value adjustment on derivatives 2.2.5.4 -216,945 -5,325 -211,620 74,405
Discounting of liabilities and receivables 2.2.5.4 -4,191 -151 -4,040 -1,421
Net change in financial and other provisions 2.2.5.4 -21,932 0 -21,932 -12,959
Share in earnings of affiliates 2.2.4.3 10,372 0 10,372 25,010
NET
INCOME BEFORE
TAX
81,978 20,401 61,578 310,884
Deferred tax 2.2.5.5.3 -8,954 421 -9,375 -2,160
Current income tax 2.2.5.5.2 -3,832 415 -4,247 -3,951
NET
INCOME FRO
M RECURRING
OPERATIONS
69,192 0 47,956 304,773
Profit (loss) after tax of discontinued operations 0 0 21,237 0
Income from discontinued operations 0 21,237 21,237 0
NET
INCOME FOR
THE
PERIO
D
69,192 21,237 69,192 304,773
Minority interests
NET
INCOME FOR
THE
PERIO
D (GRO
UP SHARE
)
-17,533
51,659
0
21,237
-17,533
51,659
-99,649
205,124
Group net income (loss) per share in euros 2.2.6.2 0.83 0.83 3.58

2.1.3. STATEMENT OF COMPREHENSIVE INCOME

30/06/2014
before
Discontinued
(€K) reclassification operations 30/06/2014 30/06/2013
NET
INCOME FOR
THE
PERIO
D
69,192 21,237 69,192 304,773
Other items in the comprehensive income statement accounted
for directly in shareholders' equity and:
Destined for subsequent reclassification in the "Net income" section
of the income statement
Change in fair value of financial assets available for sale 0 -89
Effective portion of gains or losses on hedging instruments 17,516 17,516 61,629
Tax on other items of comprehensive income -22 -22 -290
Of which not destined for subsequent reclassification
in the "Net income" section
0 0 0 0
Other elements of comprehensive income 17,494 0 17,494 61,250
TOTAL
COMPREHENSI
VE INCOME FOR
THE
PERIO
D
86,686 21,237 86,686 366,023
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE
To the owners of the parent company 59,625 21,237 59,625 237,519
To minority interests 27,061 0 27,061 128,504
TOTAL
COMPREHENSI
VE INCOME FOR
THE
PERIO
D
86,686 21,237 86,686 366,023
Group net income (loss) per share in euros 0.95 0.95 4.15
Group diluted net income (loss) per share in euros 0.95 0.95 4.13

2.1.4. STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

Non Gains
and losses
recognised
Group share
Share
capital
Share
premium
account
Treasury
shares
distributed
reserves and
income
directly in
shareholders'
equity
of total
shareholders'
equity
Minority
interests
Total
shareholders'
equity
(€K)
Position
as at 31 December 2012 173,690 2,172,659 -30,503 1,638,715 -136,489 3,818,072 2,243,574 6,061,646
Securities transactions 239 239 239
Distribution of dividends -89,204 -151,706 -240,910 -92,504 -333,414
Capital increase 0 21,387 21,387
Other -62 -62 151 89
Total comprehensive income
for the period
205,124 32,395 237,519 128,504 366,023
Of which changes due
to revaluation of financial
assets available for sale
-89 -89 -89
Of which actuarial gains
and losses on employee
benefits (IAS 19 revised)
0 0
Of which effective portion
of gains or losses on
hedging instruments
32,484 32,484 28,855 61,339
Share-based payments 1,259 1,259 1,259
Impact of asset division –
Eiffage Campus
0 0
Impact of FDL public
exchange offer
0 0
Position
as at 30 June 2013
173,690 2,083,455 -30,264 1,693,330 -104,094 3,816,117 2,301,112 6,117,229
Securities transactions 5,061 -5,300 -239 -239
Distribution of dividends 0 -13,457 -13,457
Capital increase 15,301 302,605 317,906 4,484 322,390
Capital reduction –
Cancellation of shares -942 -13,667 14,242 -367 79 -288
Allocation to the legal
reserve
-1,530 1,530 0 0
Other -11 -11 -113 -124
Total comprehensive income
for the period
135,002 20,379 155,381 83,132 238,513
Of which changes due
to revaluation of financial
assets available for sale
9,175 9,175 9,175
Of which actuarial gains
and losses on employee
benefits (IAS 19 revised)
-1,274 -1,274 -1,135 -2,409
Of which effective portion
of gains or losses on
hedging instruments
Share-based payments
1,430 12,478 12,478
1,430
11,899
78
24,377
1,508
Impact of asset division –
Eiffage Campus -76 -76 7,067 6,991
Impact of FDL public
exchange offer
0 542,648 542,648
Share Share
premium
Treasury Non
distributed
reserves and
Gains
and losses
recognised
directly in
shareholders'
Group share
of total
shareholders'
Minority Total
shareholders'
(€K) capital account shares income equity equity interests equity
Position
as at 31 December 2013
188,049 2,370,863 -10,961 1,825,905 -83,715 4,290,141 2,925,030 7,215,171
Securities transactions 2,568 2,568 -6 2,562
Distribution of dividends -79,810 -182,911 -262,721 -123,511 -386,232
Other 41 4,640 -5,268 -587 -1,996 -2,583
Total comprehensive income
for the period
51,659 7,966 59,625 27,061 86,686
Of which effective portion
of gains or losses on
hedging instruments
7,966 7,966 9,528 17,494
Impact of change
in interest held
-1,065 -1,065 2,415 1,350
Share-based payments 1,323 1,323 1,323
Position
as at 30 June 2014
188,049 2,291,094 -3,753 1,689,643 -75,749 4,089,283 2,828,993 6,918,276

Dividends paid in cash during the year for €262.7 million, including €79.9 million applied to the share premium accounts and €189.2 million to net income and retained earnings.

2.1.5. STATEMENT OF CASH FLOWS

(€K) Note 30/06/2014
before
reclassification
Discontinued
operations
30/06/2014 31/12/2013
Total consolidated net income of continuing operations 47,955 47,955
Total consolidated net income of discontinued operations 21,237 21,237
Net consolidated income (including minority interests) 69,192 21,237 69,192 512,143
Net amortisation, depreciation and provisions
(excluding those provisions relating to current assets)
10,716 -186 10,902 -27,601
Unrealised gains and losses relating to changes
in fair value
2.2.4.11.3
& 2.2.5.2
152,599 11,332 141,267 -73,626
Income and expenses calculated on stock options
and related share-based payments
1,358 1,358 2,767
Other calculated income and expenses 19,602 -174 19,776 34,282
Gains or losses on disposals -18,489 -21,512 3,023 -14,048
Gains or losses from dilution and accretion 0 0 0 6,533
Share of income from companies accounted
for under the equity method
-10,271 -10,271 -34,016
Dividends (non-consolidated securities) -35 -35 -10,168
Cash flow from continuing operations
after tax and cost of net financial debt
213,975 396,266
Cash flow from discontinued operations
after tax and cost of net financial debt
10,697 10,697 0
Cash flow after cost of net financial debt and taxes 224,672 224,672 396,266
Cost of net financial debt 2.2.5.3 151,696 5,949 145,747 307,353
Income tax expense (including deferred taxes) 2.2.5.5 12,786 -836 13,622 1,463
Cash flow from continuing operations
before tax and cost of net financial debt
373,344 705,082
Cash flow from discontinued operations
before tax and cost of net financial debt
15,810 15,810 0
Cash flow before cost of net financial debt and taxes 389,154 389,154 705,082
Taxes paid -27,899 -3,655 -24,244 -26,569
Change in working capital requirements on continuing
operations (including employee benefits liabilities)
96,803 84,516 12,287 -46,066
Net cash flow from operating activities
of continuing operations
361,387 632,447
Net cash flow from operating activities
of discontinued operations
96,671 96,671 0
Net cash flow from operating activities 458,058 458,058 632,447
Impact of changes in the scope of consolidation(1) -30,765 42,033 -72,798 154,171
Disbursements related to acquisition of tangible
and intangible fixed assets
2.2.4.1.1 -174,932 -6,272 -168,660 -385,501
Proceeds relating to the disposal of tangible
and intangible fixed assets
2.2.4.1.1 418,083 82,005 336,078 509,588
Disbursements on acquisitions of financial assets
(non-consolidated securities)
-3 -3 -9,177
Receipts relating to the disposal of financial assets
(non-consolidated securities)
1,527 1,527 0 115,849
Dividends received (companies accounted for under
the equity method, non-consolidated securities)
10,174 0 10,174 43,605
Change in loans and advances granted 196,813 74,312 122,501 20,625

62 Foncière des Régions – 2014 First-Half Financial Report

(€K) Note 30/06/2014
before
reclassification
Discontinued
operations
30/06/2014 31/12/2013
Investment grants received 0 0 0 500
Other cash flow from investment activities -1,430 0 -1,430
Net cash flow from investment activities
of continuing operations
225,862 449,660
Net cash flow from investment activities
of discontinued operations
193,605 193,605 0
Net cash flow from investment activities 419,467 419,467 449,660
Amounts received from shareholders in connection with
capital increases:
Paid by parent company shareholders 0 0 0 0
Paid by minority shareholders of consolidated
companies 0 0 0 11,492
Sums received on the exercise of stock options 0 0 0 0
Purchases and sales of treasury shares: 2,527 2,527 -285
Dividends paid during the financial year
Dividends paid to parent company shareholders 2.1.4 -262,721 0 -262,721 -240,910
Dividends paid to minority shareholders -123,511 0 -123,511 -105,961
Receipts relating to new borrowings 2.2.4.11 1,828,185 0 1,828,185 2,322,684
Repayments of borrowings (including finance lease
agreements)
2.2.4.11 -1,520,370 -274,155 -1,246,215 -2,465,047
Net interest paid (including finance lease agreements) 2.2.5.3 -163,211 -8,083 -155,128 -285,033
Other cash flow from financing activities -102,033 -22,044 -79,989 -75,891
Net cash flow used in financing activities
of continuing operations
-36,853 -838,951
Net cash flow used in financing activities
of discontinued operations
-304,282 -304,282 0
Net cash flow used in financing activities -341,135 -341,135 -838,951
Impact of changes in accounting policies 2.2.4.9 -3,195 0 -3,195
Change in net cash of continuing operations 547,201 243,156
Change in net cash of discontinued operations -14,006 -14,006 0
CHANGE
IN NET
CASH
533,195 0 533,195 243,156
Opening cash position 228,162 228,162 -14,994
Closing cash position 761,357 761,357 228,162
CHANGE
IN CASH
AND CASH
EQUIVALENTS
533,195 0 533,195 243,156
Closing Closing Closing Closing
Gross cash and cash equivalents (a) 2.2.4.9 833,661 833,661 381,541
Debit balances and bank overdrafts (b) 2.2.4.11 -67,679 -67,679 -153,378
Net cash and cash equivalents (c) = (a) - (b) 765,981 765,981 228,162
Of which available net cash and cash equivalents 761,357 761,357
Of which unavailable net cash and cash equivalents 4,624 4,624
Gross debt (d) 8,768,769 8,768,769 8,428,157
Amortisation of financing costs (e) -80,253 -80,253 -82,974
NET
DEBT (D) - (C) + (E)
7,922,535 7,922,535 8,117,021

(1) The -€30.7 million impact of changes in scope primarily correspond to disbursements related to the acquisition of companies in the German residential segment and the Service Sector (Amsterdam €48.3 million, Germany €24.7 million) and to the disposal of securities from the Logistics segment (€42.0 million).

2.2. Notes to the condensed consolidated financial statements

2.2.1. ACCOUNTING PRINCIPLES AND METHODS

2.2.1.1. General principles – Accounting references

The consolidated accounts of Foncière des Régions as at 30 June 2014 were prepared in accordance with International Financial Reporting Standard IAS 34 "Interim Financial Reporting". Since they are condensed statements, they do not include all of the information required by IFRS guidelines and must be read in conjunction with the annual consolidated financial statements of the Foncière des Régions group for the year ending on 31 December 2013.

The financial statements were approved by the Board of Directors on 23 July 2014.

Accounting principles and methods used

The accounting principles applied for the interim consolidated financial statements as at 30 June 2014 are identical to those used for the consolidated financial statements as at 31 December 2013, except for new standards and amendments whose application was mandatory on or after 1 January 2014 and which were not applied early by the Group.

New standards for which application is mandatory on or after 1 January 2014 include:

  • w IFRS 10 "Consolidated financial statements" published by the IASB on 12 May 2011 and adopted by the European Union on 29 December 2012
  • w IFRS 11 "Joint arrangements" published by the IASB on 12 May 2011 and adopted by the European Union on 29 December 2012. This standard introduces a distinction between joint operations and joint ventures and provides a single method of recognition for the latter, namely equity consolidation, while removing the proportional consolidation option
  • w IFRS 12 "Disclosure of Interests in Other Entities" issued by the IASB on 12 May 2011 and adopted by the European Union on 29 December 2012. The purpose of IFRS 12 is to require disclosure of information in the annual consolidated financial statements that enables users of financial statements to assess the basis of control, any restriction on consolidated assets and liabilities, exposure to risk resulting from interests in nonconsolidated structured entities, and the participation of minority interests in the business activities of consolidated entities. This information is not required for interim financial statements
  • w Investment entities: amendments to IFRS 10, IFRS 12 and IAS 27 "Consolidated Financial Statements, Disclosure of Interests in Other Entities, Consolidated and Individual Financial Statements", published by the IASB on 31 October 2012 and adopted by the European Union on 20 November 2013
  • w Amendments to the transitional provisions of IFRS 10, 11 and 12 "Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities: transitional

provisions" published by the IASB on 28 June 2012 and adopted by the European Union on 4 April 2013

  • w Amendments to IAS 28 (revised in 2011) "Investments in associates and joint ventures" published by the IASB on 11 December 2012 and adopted by the European Union on 29 December 2012. This standard requires that entities under significant influence or investments in "joint ventures" over which the entity exercises joint control be consolidated using the equity method. The revision concerns, among other things, a few clarifications pertaining to the unit of account of certain equity investments and the recognition of fluctuations in interest rates
  • w Amendment to IAS 32 "Financial instruments: Presentation" adopted by the European Union on 29 December 2012. Application of this amendment is mandatory as from 1 January 2014. The amendment aims to clarify offsetting requirements for financial instruments mentioned in paragraph 42 of IAS 32, by stating what having a legally enforceable right of set-off involves and indicating the circumstances under which some gross settlement systems may be considered equivalent to net settlements. This amendment has not had a significant impact on the financial statements as at 30 June 2014
  • w Amendments to IAS 36 "Recoverable Amount Disclosures for Non-Financial Assets" published by the IASB on 29 May 2013 and adopted by the European Union on 19 December 2013. This amendment has not had a significant impact on the financial statements as at 30 June 2014
  • w Amendments to IAS 39 and IFRS 9 "Novation of Derivatives and Continuation of Hedge Accounting" published by the IASB on 27 June 2013 and adopted by the European Union on 19 December 2013. These amendments have not had a significant impact on the financial statements as at 30 June 2014.

As part of the adoption of IFRS 10, 11 and 12, the Group conducted a comprehensive analysis of companies that have governance agreements in place with external investors in order to assess the level of control that the Group has over the assets concerned.

This analysis did not lead to any modification in the assessment of control of the Group's companies or the consolidation methods.

The new amendments and standards adopted by the European Union for which application is not mandatory until 1 January 2014 and which are not being applied early by Foncière des Régions are:

w IFRIC 21 "Levies charged by public authorities", dated 20 May 2013, adopted by the European Union on 13 June 2014, IAS interpretation 37 "Provisions, Contingent Liabilities and Contingent Assets": states that the obligating event which creates a liability for a duty or a tax payable is the activity that makes the duty or tax chargeable, as defined in legal or regulatory provisions. This interpretation goes into effect for companies no later than the opening date of their first financial year beginning on or after 17 June 2014.

The Group is currently studying the impact of applying the IFRIC 21 interpretation on consolidated financial statements as at 1 January 2015.

IFRS standards and amendments published by the IASB but not adopted by the European Union and which are therefore not applicable as at 1 January 2014:

  • w IFRS 15 "Income from contracts with customers"
  • w IFRS 9 "Financial instruments: hedge accounting and modifications to IFRS 9, IFRS 7 and IAS 39"
  • w Amendments to IAS 19 "Defined Benefit Plans Employee contributions"
  • w Annual improvements to IFRS (2010-2012 cycle)
  • w Annual improvements to IFRS (2011-2011 cycle)
  • w IFRS 11 "Modifications: recognition of acquisitions of interest in joint operations"
  • w IAS 16 and IAS 38 "Modifications: clarifications on methods of depreciation and amortization".

2.2.1.2. Consolidation principles

As part of the application of the new standards under IFRS 10, 11 and 12, the Group updated its definition of control.

These financial statements include the financial statements of Foncière des Régions and the financial statements of the entities (including structured entities) that it controls and its subsidiaries. Foncière des Régions has control when it:

  • w has power over the issuing entity
  • w is exposed or is entitled to variable returns due to its ties with the issuing entity
  • w has the ability to exercise its power in such as manner as to affect the amount of returns that it receives.

Foncière des Régions must reassess whether it controls the issuing entity when facts and circumstances indicate that one or more of the three elements of control listed above have changed.

If the Group does not hold a majority of the voting rights in an issuing entity in order to determine the power exercised over an entity, it analyses whether it has sufficient rights to unilaterally manage the issuing entity's relevant business activities. The Group takes into consideration any facts and circumstances when it evaluates whether the voting rights that it holds in the issuing entity are sufficient to confer power to the Group, including the following:

  • w the number of voting rights that the Group holds compared to the number of rights held respectively by the other holders of voting rights and their dispersion
  • w the potential voting rights held by the Group, other holders of voting rights or other parties
  • w the rights under other contractual agreements
  • w the other facts and circumstances, where applicable, which indicate that the Group has or does not have the actual ability to manage relevant business activities at the moment when decisions must be made, including voting patterns during previous shareholders' meetings.

2.2.1.2.1. Investments in joint ventures

An equity affiliate is an entity in which the Group has significant control. Significant control is the power to participate in decisions relating to the financial and operational policy of an issuing entity without exercising joint control on these policies.

A joint venture is a partnership in which the parties who exercise joint control over the Company have rights to said Company's net assets. Joint control means the contractual agreement to share the control exercised over a company, which only exists when decisions concerning relevant business activities require the unanimous consent of the parties sharing the control.

The results and the assets and liabilities of equity associates or joint ventures were accounted for in these consolidated financial statements according to the equity method.

2.2.1.2.2. Investments in joint operations

A joint operation is a partnership in which the parties who exercise joint control over a company have rights to the assets and obligations for the liabilities pertaining to said company. Joint control means the contractual agreement to share the control exercised over a company, which only exists in the event where the decisions concerning relevant business activities require the unanimous consent of the parties sharing the control.

When an entity of the Group undertakes business activities as part of a joint operation, the Group, as a co-participant, must account for the following items pertaining to its interest in the joint operation:

  • w its assets, including its proportionate share of assets held jointly
  • w its liabilities, including its proportionate share of liabilities assumed jointly, where applicable
  • w the income that it made from the sale of its proportionate share in the yield generated by the joint operation
  • w its proportionate share of income made from the sale of the yield generated by the joint operation
  • w the expenses that it has committed, including its proportionate share of expenses committed jointly, where applicable.

The Group accounts for the assets, liabilities, income and expenses pertaining to its interests in a joint operation in accordance with the IFRS that apply to these assets, liabilities, income and expenses.

2.2.1.3. Estimates and judgements

The financial statements have been prepared in accordance with the historic cost convention, with the exception of investment properties and certain financial instruments, which were accounted for in accordance with the fair value convention. In accordance with the conceptual framework for IFRS, preparation of the financial statements requires making estimates and using assumptions that affect the amounts shown in these financial statements.

Significant estimates made by Foncière des Régions in preparing the financial statements are indicated in the notes to the consolidated financial statements included in section 3 of the 2013 Reference Document. They primarily concern:

  • w valuations used for testing impairment, in particular assessing the recoverable value of goodwill and intangible fixed assets (3.2.1.6.1)
  • w the assessment of the fair value of investment properties (3.2.1.6.3)
  • w the assessment of the fair value of financial instruments (3.2.1.6.14)
  • w the assessment of provisions (3.2.1.6.12).

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

The Group uses the following specific estimates to prepare the condensed interim financial statements:

  • w regarding revenue: for hotels managed by the Accor group, rental income is calculated based on the accrued real Accord revenues as at the end of May 2014 and estimated for June 2014
  • w regarding tax: tax is calculated with real values for the listed parent company as well as for the major non-SIIC subsidiaries.

In addition to the use of estimates, the Company's management makes use of judgements to define the appropriate accounting treatment of certain business activities and transactions when the IFRS standards and interpretations in effect do not precisely handle the accounting issues involved.

2.2.2. FINANCIAL RISK MANAGEMENT

The operating and financial activities of the Company are exposed to the following risks:

2.2.2.1. Market risk

The holding of 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.

Despite the uncertainty created by the economic downturn, this exposure is limited to the extent that the rentals invoiced are derived from rental agreements, the term and diversification of which mitigate the effects of fluctuations in the rental market.

2.2.1.4. Operating segments

Foncière des Régions holds a wide range of real estate assets to collect rental income and benefit from appreciation in the assets held. Segment reporting has been organised around client type and asset type. As a result, the operating segments are as follows:

  • w France Offices: office property assets located in France
  • w Italy Offices: office and commercial property assets located in Italy
  • w Service Sector: commercial buildings in the hotel, retail and health sectors held by Foncière des Murs
  • w Residential: residential real estate assets in France and in Germany held by Foncière Développement Logements
  • w Car Parks: parking facilities owned outright or leased by Urbis Park, and related business activities.

These segments are reported on and analysed regularly by the management of Foncière des Régions in order to make decisions on what resources to allocate to the segment and to evaluate their performance.

As at 30 June 2014, Logistics no longer appears under operating segments. In accordance with the application of IFRS 5, the Logistics business activity, which is being sold, is presented in the financial statements as discontinued operations.

2.2.1.4.1. IFRS 7 – Reference table

Market risk § 2.2.2.1
Liquidity risk § 2.2.2.2
Financial expense sensitivity § 2.2.2.3
Credit risk § 2.2.2.4
Sensitivity of the fair value of investment
properties
§ 2.2.4.1.2
Covenants § 2.2.4.11.4

Nevertheless, it is important to note the specific features relating to certain Foncière des Régions segments or geographical areas:

  • w fluctuations in rental income in the Service Sector are based on indices used as the basis for the indexation of lease payments and fluctuations in Accor revenue for the hotels in question. In the event of a deterioration in the property investment market, Foncière des Murs might experience corrections in value, the extent of which would be limited by the protection provided by agreements made with the tenants
  • w the Italy Offices business is based mainly in the Milan and Rome areas, where economic activity is the most robust, and where the assets are rented to top-tier tenants, including Telecom Italia, which accounts for 51.5% of Beni Stabili's annual rental income

66 Foncière des Régions – 2014 First-Half Financial Report

w the holding of real estate assets intended for leasing exposes Foncière Développement Logements to the risk of fluctuation in the value of real estate assets and lease payments. Despite the uncertainty created by the economic downturn, this exposure is limited to the extent that the rentals invoiced are derived from rental agreements, the term and diversification of which mitigate the effects of fluctuations in the rental market.

The sensitivity of the fair value of investment properties to rental value adjustments and/or capitalisation rates is analysed in § 2.2.4.1.2.

2.2.2.2. Liquidity risk

Liquidity risk is managed in the medium and long term with multi-year cash management plans and, in the short term, by recourse to confirmed and undrawn lines of credit. At the end of June 2014, Foncière des Regions' available cash and cash equivalents amounted to €2,009 million, including €1,004 million in usable unconditional credit lines, €834 million in investments and €171 million in unused overdraft facilities.

The graph below summarises the maturities of borrowings in €m, including Treasury bills existing as at 30 June 2014:

Details concerning debt maturities are provided in Note 2.2.4.11.1, and a description of banking covenants and accelerated payment clauses included in the loan agreements is presented in Note 2.2.4.11.4.

During the first half of 2014, the Group put in place or renegotiated the following financing:

  • w Italy Offices
  • w Financing put in place
    • Beni Stabili placed a €350 million, unsecured inaugural bond issue in January 2014 with an annual coupon of 4.125% and a four-year maturity, i.e. in January 2018
    • as part of the diversification of its sources of financing, in March 2014, Beni Stabili successfully completed a private placement with institutional investors for a total of €250 million with a 3.50% coupon. The bond matures in April 2019.

These new lines also free assets secured by the repayment of mortgage financing.

w In addition, Beni Stabili took out €60 million in new bank financing over the six-month period.

w Service Sector

In May 2014, Foncière des Murs took out €208.6 million in loans backed by a diversified asset portfolio mainly comprised of hotel assets, to:

2

  • w refinance the balance of mortgage loans set up in 2007
  • w refinance the €60.2 million mortgage loan taken out in
  • 2013 to optimise the financial conditions of the facility.
  • w Residential

In first-half 2014, Foncière Développement Logements (FDL) raised €60 million in new financing in Germany with maturities of four to five years, intended to finance acquisitions of residential portfolios in Berlin, Dresden and Leipzig.

In France, Foncière Développement Logements refinanced the Stockholm 1 and 2 loans in January 2014 with new debt for an initial amount of €350 million.

2.2.2.3. Interest rate risk

The Group's exposure to the risk of a fluctuation in market interest rates is linked to its floating rate and long-term financial debt.

To the extent possible, bank debt is almost always hedged via financial instruments (see 2.2.4.11.3). At 30 June 2014, after taking interest rate swaps into account, around 80% of the Group's debt was hedged, and most of the remainder was covered by interest rate caps, which resulted in the following sensitivity to changes in interest rates:

  • w the impact of an increase of 100 bps on rates as at 30 June 2014 was -€1,259,000 on net recurring income, Group share, in 2014
  • w the impact of an increase of 50 bps on rates as at 30 June 2014 was -€753,000 on net recurring income, Group share, in 2014
  • w the impact of a decrease of 50 bps on rates as at 30 June 2014 was +€697,000 on net recurring income, Group share, in 2014.

2.2.2.4. Financial counterparty risk

Given Foncière des Regions' contractual relationships with its financial partners, the Company is exposed to counterparty risk. If one of its partners is not in a position to honour its undertakings, the Group's net income could suffer an adverse effect.

This risk primarily involves the hedging instruments entered into by the Group and for which default of the counterparty could result in the need to replace a hedging transaction at the current market rate.

The counterparty risk is limited by the fact that Foncière des Régions is a borrower, from a structural standpoint. The risk is therefore mainly restricted to the investments made by the Group and to its counterparties in derivative product transactions. The Company continually monitors its exposure to financial counterparty risk. The Company's policy is to deal only with top-tier counterparties, while diversifying its financial partners and its sources of funding.

2.2.2.5. Lease counterparty risk

The rental income of Foncière des Régions is subject to a certain degree of concentration, to the extent that the principal tenants (Orange, Telecom Italia, Suez Environnement, EDF, Accor, and Korian) generate the main part of the annual rental income.

Foncière des Régions does not believe it is significantly exposed to the risk of insolvency, since its tenants are selected based on their creditworthiness and the economic prospects of their market segments. The operating and financial performance of the main tenants is regularly reviewed. In addition, tenants grant the Group financial guarantees when leases are signed.

The Company has not recorded any significant overdue payments.

2.2.2.6. Risk relating to changes in the value of the portfolio

Changes in fair value of investment properties are accounted for in the income statement. Changes in property values can thus have a material impact on the operating performance of the Group.

In addition, part of the Company's operating income is generated by the sales plan, the income from which is equally dependent on property values and on the volume of possible transactions.

Rentals and property values are cyclical in nature, the duration of the cycles being variable but generally long-term. Different national markets have differing cycles that vary from each other in relation to specific economic and market conditions. Within each national market, prices also follow the cycle in different ways and with varying degrees of intensity, depending on the location and category of the assets.

The macroeconomic factors that have the greatest influence on property values and determine the various cyclical trends include the following:

  • w interest rates
  • w the liquidity on the market and the availability of other profitable alternative investments
  • w economic growth.

Low interest rates, abundant liquidity on the market and a lack of profitable alternative investments generally lead to an increase in property asset values.

Economic growth generally increases demand for leased space and paves the way for rent levels to rise, particularly in the office sector. These two consequences lead to an increase in the price of property assets. Nevertheless, in the medium term, economic growth generally leads to an increase in inflation and then an increase in interest rates, expanding the availability of profitable alternative investments. Such factors exert downward pressure on property values.

The investment policy of Foncière des Régions is to minimise the impact of various stages of the cycle by choosing investments that:

  • w have long-term leases and high quality tenants, which soften the blow of a reduction in market rental income and the resulting decline in real estate prices
  • w are located in major city centres
  • w have low vacancy rates, in order to avoid the risk of having to re-let vacant space in an environment where demand may be limited.

2.2.2.7. Exchange rate risk

The Company operates in the Euro zone. It is therefore not exposed to exchange rate risk.

2.2.2.8. Risk relating to changes in the value of shares and bonds

The Group is exposed to risks for two classes of shares (see § 2.2.4.2):

This risk primarily involves listed securities in companies consolidated using the equity method, which are valued according to their value in use. Value in use is determined based on independent assessments of property assets and financial instruments and there is no goodwill attached to these companies.

In addition, Foncière des Régions and Beni Stabili issued bonds (ORNANE) valued at their fair value in the income statement at each closing. The fair value corresponds to the monthly average price of the bond, exposing the Group to changes in the value of the bond. The specific features of the ORNANE are described in § 2.2.4.11.2.

2.2.2.9. Tax environment

2.2.2.9.1. Changes in the French tax environment

The tax environment has been subjected to changes that may affect the Group's tax situation:

  • w creation of a new 3% tax on the distribution of dividends (limited to the portion that exceeds the legal mandatory distribution), which has been applicable since 2013 to SIIC companies
  • w posting deficits is limited to 50% of the profit made. In view of the tax scheme in use by most of the Group's companies, the impact is limited to the activities of the Car Parks segment
  • w the 15% deduction for net interest expenses was not allowed for 2012 and 2013 and it was increased to 25% starting in 2014
  • w progressive increase of the Corporate Value Added Tax (CVAE).

68 Foncière des Régions – 2014 First-Half Financial Report

There are also changes in the area of social charges, including increased contributions for bonus shares granted to employees and incentive pay.

2.2.2.9.2. Changes in the Italian tax environment

Creation of a new IMU local tax in 2012 equivalent to a real estate tax.

As at 30 June 2014, the IMU tax totalled €10.4 million, versus €10.3 million as at 30 June 2013.

2.2.2.9.3. Changes in the German tax environment

The Group has not observed any significant change in the German tax environment.

2.2.2.9.4. Tax risk

Given the ongoing changes to tax legislation, the Group is likely to be subject to reassessment proposals from the Tax Administration. If an adjustment presents a risk of reassessment in the opinion of our advisors, a provision is made at that point. The list of the main ongoing proceedings includes the following:

w Foncière des Régions tax inspection

Foncière des Régions underwent a tax inspection for the 2007, 2008, 2009 and 2010 financial years. A tax reassessment proposal was submitted in December 2012 that may result in a tax adjustment on wages and a reduction of unadjusted reportable tax loss carry forwards in the amount of €14 million. At 31 December 2012, a provision was recorded for the tax risk on salaries in the amount of €155,000. The proposed adjustment was contested and the inspection was closed in July 2014 with a withdrawal of the tax adjustment on salaries and a reduction of the tax losses of €9 million, on a total of €250 million. There were no modifications in the accounts as at 30 June 2014.

w Foncière Europe Logistique tax inspection

In June 2014, Foncière Europe Logistique received a notice of accounting audit pertaining to the 2012 and 2013 financial years. The inspection is ongoing.

A tax reassessment proposal on the corporate tax was received by Foncière Europe Logistique amounting to €3.2 million for the 2007 and 2008 financial years, followed by a tax collection procedure and a payment following the various administrative reviews during the first half of 2012. Foncière Europe Logistique nonetheless is contesting this reassessment and has filed a claim against it. The tax administration rejected the claim on the merits but nevertheless granted an abatement of €2.4 million in principal and interest to take into account the fact that the financial consequences were spread out over 2008, 2009, 2010 and 2011. Since 2009 was required, a final abatement of €0.8 million was obtained. The case was referred to the Administrative Court and the proceeding is under way.

An accounting audit pertaining to the 2009, 2010 and 2011 financial years took place during the 2013 financial year, which ended in a reassessment proposal on the corporate tax for €3.5 million on the same grounds as the previous adjustment proposal for 2007 and 2008. This notification was followed by a tax collection procedure and payment. Foncière Europe Logistique is contesting this notification nonetheless, and a claim against it is in progress.

w Foncière des Murs tax inspection

Foncière des Murs underwent an accounting audit for the 2010 and 2011 financial years, which resulted in a reassessment proposal for the CVAE in the amount of €2.4 million. This reassessment proposal has been entirely contested. It is currently under administrative review, and based on analysis by the company's consultants, no provision was recorded against this reassessment proposal as of 30 June 2014.

w Urbis Park tax inspection

Urbis Park underwent a tax inspection for the 2008, 2009 and 2010 financial years. A tax reassessment proposal for 2008, which has no impact on the corporate tax owed, was submitted at the end of December 2011. As part of the administrative reviews, a departmental contact person rejected the Urbis Park argument. The matter was referred to the Commission for direct and revenue tax and it declared that it did not have jurisdiction over the matter. A claim against it is in progress.

w Tax inspection on the residential segment

In June 2014, FEL received a notice of accounting audit pertaining to the 2011, 2012 and 2013 financial years. The inspection is ongoing.

In early 2012, the Austrian subsidiaries underwent a tax inspection for the 2007, 2008 and 2009 financial years. The inspections were managed directly by the seller (Groupe Conwert) for the guarantee.

The tax administration informed Imméo that a tax inspection for 2008, 2009 and 2010 would be conducted in early 2014. As of this date, the inspection has not yet started.

w Comit Fund tax dispute: Beni Stabili

On 17 April 2012, following a court decision, the Italian tax administration refunded the debt borne by Beni Stabili for the Comit Fund dispute (principal: €58.2 million and interest: €2.3 million). In April 2012, the tax administration appealed this decision. No provision was recorded against this, based on the advice of the company's tax consultants. As of 30 June 2014, there were no new developments.

In Italy, a new tax inspection began during the first half of 2013 on Beni Stabili (2009, 2010 and 2011 financial years). The administration issued a tax adjustment of €3.7 million for the 2009 and 2010 financial years, which the company disputed in its entirety.

As of 30 June 2014, the tax administration has not started the audit for 2011.

Furthermore, the tax inspection for the 2008 financial year, for which the tax administration had proposed an adjustment on the non-deductibility of interest expenses on mortgage loans, was reconsidered by the administration and the amount that was decreased was brought back up to €3.7 million. However, Beni Stabili and its advisors believe that this reassessment is unfounded and the company is contesting the entire adjustment.

As at 30 June 2014, the proceeding has not progressed.

2.2.2.9.5. Deferred tax liabilities

Most of the Group's property companies have opted for the SIIC regime in France or for the SIIQ in Italy; the impact of deferred tax liabilities is therefore limited, with the exception of certain businesses in Italy (non-exempt deferred capital gains) and the residential business in Germany.

2.2.3. SIGNIFICANT EVENTS DURING THE PERIOD

2.2.3.1. France Offices segment

2.2.3.1.1. Asset disposals

During the first half of 2014, Foncière des Régions sold 47 assets for a sales price of €130.8 million.

2.2.3.1.2. Discontinued operations

In accordance with the application of IFRS 5, the logistics business activity, which is being sold, is presented in the financial statements as discontinued operations.

All of the recorded assets and liabilities on the balance sheet as at 30 June 2014 are presented on a single "discontinued operations" line in both assets and liabilities. This reclassification is also carried out on the income statement, for which all of the items from the logistics business activity is presented in "Net income from discontinued operations".

2.2.3.2. Italy Offices segment

2.2.3.2.1. Asset disposals

During the first half of 2014, the Italy Offices segment disposed of assets for total sales price of €80.9 million, including "Via Fogazzaro" located in Milan for €61.5 million.

2.2.3.2.2. Refinancing

As part of its finance diversification policy, in January, Beni Stabili issued a €350 million private placement with a 4.125% interest rate maturing in four years.

In March 2014, it issued a new €250 million private placement with a 3.5% interest rate maturing in five years.

These two bond issues allowed the company to pay off existing debt, i.e. €344.2 million.

On 24 June 2014, Beni Stabili announced its plan to refinance the IMSER portfolio (portfolio rented to Telecom Italia) by putting in place two mortgage borrowings (€300 million at six years and €200 million at two years) and through a capital increase of approximately €150 million (including premiums), which will be approved by an Extraordinary Shareholders' Meeting to be held on 31 July 2014. Debt reimbursement will be €650 million (including fees).

2.2.3.3. Service Sector segment

2.2.3.3.1. Disposals and assets under agreement

Foncière des Murs disposed of 17 assets for €135 million over the first half of 2014. Most of the disposals were made at a value greater than or equal to the value stated in the financial statements as at 31 December 2013, excluding disposal costs.

As at 30 June 2014, it has signed €14 million in preliminary sales agreements concerning four assets.

2.2.3.3.2. Acquisitions

During the first half of the year, Foncière des Murs acquired three B&B hotels (Valenciennes, Salon de Provence and Euralille) for €11.4 million, and in June 2014, it also acquired a Dutch company that has an NH Hotel located in Amsterdam's city centre for €48.3 million.

2.2.3.3.3. Debt refinancing

In May 2014, Foncière des Murs refinanced the LFR, Bergame and Vérone debts with a €208 million borrowing maturing in five years through the banks CA-CIB and Société Générale.

The company also refinanced an asset from the IRIS portfolio in Belgium with a borrowing of €13.8 million maturing in three and a half years through BNP Fortis.

2.2.3.4. Residential segment

2.2.3.4.1. Asset disposals

In Germany, Foncière Développement Logements made disposals for a sales price of €19.4 million (net of costs).

In France, Foncière Développement Logements continued its sales plan and made disposals for a sales price of €32.1 million (net of costs).

2.2.3.4.2. Acquisitions in Germany

During the first quarter of 2014, Foncière Développement Logements acquired a residential portfolio of 742 housing units and 60 commercial locations located in Dresden, Leipzig and in Berlin for €52 million excluding duties.

In June 2014, the company acquired 311 housing units located in Berlin for €42 million.

2.2.3.4.3. Restructurings and holdings in the German residential segment

Foncière Développement Logements plans to sell (in July) the majority of the equity investments of its German subsidiaries held directly or indirectly by Batisica to all of its shareholders. Foncière Développement Logements is offering shareholders who do not wish to participate in this transaction (2.6%) to buy back their share through the implementation of a public share buyback offer (OPRA).

On 23 June 2014, Foncière Développement Logements filed a notification with the French financial markets authority (Autorité des marchés financiers, or "AMF") presenting a public buyback offer for its treasury shares. It was prepared and disseminated in accordance with the provisions of Articles 231-16 and 231-17 of the AMF's general regulations.

This transaction has not had an impact on Foncière des Régions' financial statements as at 30 June 2014.

During the second half of 2014, Foncière des Régions will directly hold approximately 60% of the German companies

2.2.3.4.4. Refinancing

In January 2014, Foncière Développement Logements refinanced the Stockholm 1 and 2 debt with outstanding capital of €279 million via a €350 million borrowing over a five-year period.

2.2.3.5. Logistics segment

2.2.3.5.1. Asset and company disposals

In June 2014, Foncière Europe Logistique sold seven assets and 11 companies to the Blackstone group (GAF III, Melun 7 and 9 palier Soviet companies). All together, the appraised value of these disposals totalled €473 million.

The disposal of the companies generated a positive impact of €27.9 million (the difference between the net sales price and the net assets sold).

In conjunction with this transaction, the Company disposed of three assets for €25.8 million.

2.2.4. NOTES TO THE STATEMENT OF FINANCIAL POSITION

2.2.4.1. Portfolio

2.2.4.1.1. Table of changes in the portfolio

Change in
scope and
Increase/ Disposal/ Change
in fair
30/06/2014
before
Discon
tinued
(€K) 31/12/2013 interest rates Allocation Recovery value Transfers reclassification operations 30/06/2014
Goodwill 8,194 0 0 0 0 0 8,194 0 8,194
Intangible fixed assets 145,974 1 -3,405 2 0 -5 142,567 0 142,567
Gross amounts 247,980 3 2,033 -11 0 -4 250,001 0 250,001
Depreciation -102,006 -2 -5,438 13 0 -1 -107,434 0 -107,434
Tangible fixed assets 108,172 8 956 -7 0 -2,845 106,284 0 106,284
Operating properties 96,255 0 -1,606 0 0 125 94,774 0 94,774
Gross amounts 117,009 0 62 0 0 125 117,196 0 117,196
Depreciation -20,754 0 -1,668 0 0 0 -22,422 0 -22,422
Other tangible fixed
assets
6,620 8 -673 -2 0 485 6,438 0 6,438
Gross amounts 17,383 82 168 -13 0 -467 17,153 0 17,153
Depreciation -10,763 -74 -841 11 0 952 -10,715 0 -10,715
Fixed assets
in progress
5,297 0 3,235 -5 0 -3,455 5,072 0 5,072
Gross amounts 5,297 0 3,235 -5 0 -3,455 5,072 0 5,072
Depreciation 0 0 0 0 0 0 0 0 0
Investment properties 14,297,538 83,222 189,415 -60,428 68,342 -774,575 13,803,514 0 13,803,514
Operating properties 13,826,291 83,222(1) 102,369 -60,428 63,244 -706,528 13,308,170 0 13,308,170
Properties under
development
471,247 0 87,046 0 5,098 -68,047 495,344 0 495,344
Assets held for sale 1,196,495 -405,537 4,818 -427,262 -1,619 773,462 1,140,357 289,090 851,267
Assets held for sale
(operating properties)
1,196,495 -405,537(1) 4,818 -427,262 -1,619 773,462 1,140,357 289,090 851,267
TOTAL 15,756,373 -322,306 191,784 -487,695 66,723 -3,963 15,200,916 289,090 14,911,826

(1) Corresponds to the acquisition of the NH Amsterdam Centre Hotel for €48.3 million, to the acquisition of residential units by Berlin C in Germany for €41.6 million and to the disposal of the companies in the Logistics segment for -€412.2 million.

The amount of the "Disbursements related to acquisition of tangible and intangible assets" line item in the Cash Flow Statement totalled €174.9 million. It corresponds to increases in the table of changes in the portfolio excluding the effect of depreciation (€199.7 million), to changes in inventories of the property dealer (€0.7 million) and adjusted for change in trade payables for fixed assets (-€25.5 million).

The "Proceeds relating to the disposal of tangible and intangible fixed assets" line item in the Statement of Cash Flows (€418.1 million) primarily corresponds to income from disposals of assets and properties in inventory as presented in the net income statement (€487.1 million), adjusted for asset disposal costs (-€6.6 million) and restated for changes in receivables from asset disposals (-€63.2 million).

2.2.4.1.2. Investment properties

Change in
scope and
interest
Change
in fair
30/06/2014
before
Discon
tinued
(€K) 31/12/2013 rates Increase Disposal value Transfers reclassification operations 30/06/2014
Investment properties 14,297,538 83,222 189,415 -60,428 68,342 -774,575 13,803,514 0 13,803,514
Operating properties 13,826,291 83,222 102,369 -60,428 63,244 -706,528 13,308,170 0 13,308,170
Offices France 3,545,651 0 8,826(1) -8 20,451 -108,498 3,466,422 0 3,466,422
Offices Italy 3,611,315 0 2,447(2) -60,420 -4,753 28,101 3,576,690 0 3,576,690
Service Sector 2,989,471 48,338 17,432(3) 0 13,297 26,029 3,094,567 0 3,094,567
Residential 3,031,092 41,586 73,662(4) 0 34,249 -102,698 3,077,891 0 3,077,891
Logistics 648,762 -6,702 2 0 0 -549,462 92,600 0 92,600
Properties under
development
471,247 0 87,046 0 5,098 -68,047 495,344 0 495,344
Offices France 137,224 0 53,011 0 10,165 18,825 219,225 0 219,225
Offices Italy 258,300 0 19,393 0 -6,092 -32,201 239,400 0 239,400
Service Sector 29,198 0 9,426 0 1,374 -26,029 13,969 0 13,969
Residential 22,250 0 849 0 -349 0 22,750 0 22,750
Logistics 24,275 0 4,367 0 0 -28,642 0 0 0
Assets held for sale 1,196,495 -405,537 4,818 -427,262 -1,619 773,462 1,140,357 289,090 851,267
Assets held for sale 1,196,495 -405,537 4,818 -427,262 -1,619 773,462 1,140,357 289,090 851,267
Offices France 319,685 0 1,563 -130,087 3,855 89,673 284,689 0 284,689
Offices Italy 195,717 0 578 -19,277 -760 4,100 180,358 0 180,358
Service sector 213,342 0 0 -135,118 -199 0 78,025 0 78,025
Residential 257,261 0 0 -52,020 1,369 101,585 308,195 0 308,195
Logistics 210,490 -405,537 2,677 -90,760 -5,884 578,104 289,090 289,090 0
TOTAL 15,494,033 -322,315 194,233 -487,690 66,723 -1,113 14,943,871 289,090 14,654,781

(1) Works completed for €8.8 million.

(2) Works completed on assets located mainly in Milan.

(3) Works completed for €17 million mainly on B&B leases in advance of future completion.

(4) Corresponds to acquisitions of assets in the residential portfolio in Dresden, Leipzig and Berlin for €53.7 million and works during the period for €20.0 million.

The total increase for the period (€194.2 million) mainly includes works completed for €116.6 million, incorporation of capitalised financial expenses on development projects for €12.5 million and acquisitions over the period for €65.1 million.

The amounts of disposals correspond to the appraisal figures published as at 31 December 2013.

The Group has not identified the best use of an asset as being different from the current use, and as such, the implementation of IFRS 13 did not lead to a modification in the assumptions used for the valuation of assets.

In accordance with IFRS 13, the tables below provide details of the ranges of unobservable inputs by business segment (level 3) used by real estate appraisers:

France Offices

Portfolio Market
Grouping of similar assets Level (€K) Net yield rate Discount rate rental value
Paris Centre West Level 3 622.5 4.5% - 8.0% 5.0% - 6.4% N/A
Paris North East Level 3 299.2 5.8% - 6.5% 5.3% - 7.5% N/A
Paris South Level 3 494.3 4.5% - 6.8% 5.3% - 6.9% N/A
Western Crescent Level 3 1,021.6 5.8% - 7.8% 5.3% - 7.8% N/A
Inner suburbs Level 3 576.8 5.7% - 9.8% 5.0% - 7.0% N/A
Outer suburbs Level 3 176.5 6.0% - 16.2% 5.3% - 11.0% N/A
Total Paris Regions 3,190.9
Major Regional Cities Level 3 573.2 6.0% - 12.6% 5.3% - 10.2% N/A
Regions Level 3 355.5 5.8% - 16.2% 5.3% - 11.0% N/A
Total Regions 928.7
TOTAL
OFFI
CES
FRAN
CE
4,119.6

Italy Offices

Grouping of similar assets Level Portfolio
(€K)
Net yield rate Discount rate Market
rental value
Milan Level 2 414.1 5.2% - 6.1% 4.8% - 5.8% 1,766 - 29,261
Milan Level 3 1,201.1 5.8% - 6.5% 5.0% - 7.0% 1,686 - 16,748
Rome Level 3 346.7 6.1% - 1,120 - 3,101
Other Level 2 148.9 6.0% - 6.5% 6.0% - 6.5% 1,867 - 2,496
Other Level 3 1,657.1 6.0% - 8.1% 6.0% - 8.5% 381 - 22,989
Total in operation 3,768.0
Assets under development Level 3 239.4 6,0% 5.0% - 6.5% N/A
TOTAL
OFFI
CES
ITAL
Y
4,007.4

Service Sector

Grouping of similar assets Level Portfolio
(€K)
Net yield rate Discount rate Market
rental value
Hotels Level 3 2,335.1 5.22% - 8.54% 6.5% - 10.25% N/A
Healthcare Level 3 241.9 5.36% - 9.01% 5.10% - 7.85% N/A
Retail Premises Level 3 596.1 5.29% - 8.32% 6.2% - 8.15% N/A
Total in operation 3,173.1 4.90% - 8.62% 5.10% - 11.0%
Assets under development Level 3 14.0 6.0% - 8.35% N/A
TOTAL
SER
VICE SECTOR
3,187.1 5.22% - 9.01% 5.1% - 11.0%

Residential

Net yield rate
Grouping of similar assets Level Portfolio
(€K)
Total portfolio Block valued
properties
Discount rate Average value
(in €/sq m)
Paris Neuilly Level 3 455 1.4% - 5.7% 2.9% - 5.7% N/A 7,988
Rest of Île-de-France (Paris
Region)
Level 3 147 1.7% - 5.1% 3.5% - 4.1% N/A 5,054
Provence-Alpes-Côte
d'Azur Region
Level 3 126 1.2% - 6.9% 1.2% - 5.5% N/A 2,290
Rhône-Alpes Region Level 3 80 3.3% - 7.2% 3.5% - 4.4% N/A 3,235
Great West (Normandy,
Brittany, Vendée)
Level 3 34 3.4% - 9.0% 4.3% - 9.0% N/A 1,134
East Level 3 7 2.8% - 6.3% N/A N/A 1,528
Offices Luxembourg Level 3 10 5.9% 5.9% N/A 4,690
Total France Level 3 857 1.2% - 9.0% 1.2% - 9.0% N/A 4,216
France Potential yield rate assumed excluding taxes
(actual rents/appraisal values excluding taxes)
across the portfolio held by FDL in France
(including commercial premises)
Duisbourg Level 3 570 1.4% - 14.0% 1.4% - 14.0% 4.7% - 11.5% 774
Essen Level 3 505 2.5%-11.4% 2.5%-11.4% 4.7% - 7.8% 1,043
Mülheim Level 3 182 2.7% - 9.5% 2.7% - 9.5% 4.8% - 7.1% 968
Oberhausen Level 3 138 4.1% - 10.8% 4.1% - 10.8% 5.4% - 7.2% 830
Datteln Level 3 106 2.8% - 10.8% 2.8% - 10.8% 4.8% - 7.2% 773
Berlin Level 3 606 2.3% - 8.3% 2.3% - 8.3% 4.1% - 4.4% 1,309
Dusseldorf Level 3 38 4.0% - 7.6% 4.0% - 7.6% 4.3% - 6.8% 1,985
Dresden Level 3 80 4.1% - 8.5% 4.1% - 8.5% 5.3% - 7.1% 988
Leipzig Level 3 14 4.8% - 8.2% 4.8% - 8.2% 4.8% - 6.3% 678
Other Level 3 311 1.9% - 10.3% 1.9% - 10.3% 5.0% - 8.0% 845
Total Germany Level 3 2,552 1.4% - 14.0% 1.4% - 14.0% 4.1% - 11.5% 957
Germany Potential yield rate assumed excluding taxes
(actual rents/appraisal values excluding taxes)
across the portfolio held by FDL in Germany
(including commercial premises)
TOTAL
RESI
DENTIAL
3,409

Impact of fluctuations in the rate of return on changes in the fair value of property assets, by operating segment

(€M) Yield Change in
yield rate:
-50 bps
Change in
yield rate:
+50 bps
Change in
yield rate:
+100 bps
Offices France(1) 6.8% 378.4 -326.3 -610.5
Offices Italy 5.8% 385.3 -324.2 -600.7
Service sector 6.3% 250.5 -213.7 -398.3
Residential 5.8% 320.0 -269.0 -499.0
Logistics 6.4% 24.4 -20.9 -38.9
TOTAL 6.2% 1,358.5 -1,154.1 -2,147.4

(1) Including DS Campus, New Vélizy, Euromed and Cœur d'Orly assets carried by companies consolidated using the equity method.

2.2.4.1.3. Properties under development

Properties under development relate to building or redevelopment programmes that are subject to the application of IAS 40 (revised).

(€K) 31/12/2013 Change
in scope
Works Capitalised
interest
Change in
fair value
Transfers and
disposals
30/06/2014
Offices France 137,224 0 49,313 3,698 10,165 18,825(1) 219,225
Offices Italy 258,300 0 12,060 7,333 -6,092 -32,201(2) 239,400
Service sector 29,198 0 8,876 550 1,374 -26,029(3) 13,969
Residential 22,250 0 461 388 -349 0 22,750
Logistics 24,275 0 3,874 493 0 -28,642(4) 0
TOTAL 471,247 0 74,584 12,462 5,098 -68,047 495,344

(1) The Montpellier B&B assets at the Pompignane site were delivered in 2014, generating a transfer of -€5.1 million.

A new project under development (Lyon Silex 2nd tranche) is generating a transfer of +23.9 million.

(2) Corresponds to the delivery of the Via Dell'Arte asset located in Milan for -€32.2 million.

(3) Delivery of the Porte des Lilas B&B lease in advance of future completion generating a transfer of -€26.0 million.

(4) Deliveries made on the Garonor asset.

Information relating to off-balance sheet costs for works started can be found in Note 2.2.6.3.1

2.2.4.2. Financial assets

31/12/2013 Change in Change 30/06/2014 Amortisations
and
30/06/2014
(€K) Net Increase Decrease fair value in scope Transfers Gross provisions Net
Ordinary loans(1) 87,932 28,442 -225,000 0 -7 244,279 135,646 0 135,646
Total loans 87,932 28,442 -225,000 0 -7 244,279 135,646 0 135,646
Securities at fair
value through net
income
19,488 0 0 -829 0 0 18,659 0 18,659
Securities at historic
cost
42,477 3 -3,182 -2,377 3,083 0 40,017 -843 39,174
Total other financial
assets(2)
61,965 3 -3,182 -3,206 3,083 0 58,676 -843 57,833
Outstanding amount
of leases (LT)
2,506 0 -188 0 0 72 2,390 0 2,390
Total finance-lease
receivables
2,506 0 -188 0 0 72 2,390 0 2,390
Receivables on
financial assets
3,221 0 0 0 0 551 4,792 -893 3,899
Total receivables
on financial assets
3,221 0 0 0 0 551 4,792 -893 3,899
TOTAL
NON
-CURRENT
FINAN
CIAL
ASSETS
155,624 28,445 -228,370 -3,206 3,076 244,902 201,504 -1,736 199,768

(1) Ordinary loans include receivables from equity investments held in equity consolidated companies.

(2) Total other financial assets are broken down as follows:

- securities at fair value through net income: securities from the Technical Fund OPCI were accounted for on the balance sheet at the OPCI's net asset value in the income statement

- securities at cost: investments held by Beni Stabili in property funds are valued at their historical cost. Potential impairments are accounted for in the income statement.

2.2.4.3. Equity affiliates

Of which
share of
Of which
(€K) % held 31/12/2013 30/06/2014 Changes net income distributions
Iris, Dalhia and Camp Invest OPCIs 19.90% 71,804 68,871 -2,932 944 -3,876
Latécoère (DS Campus) 50.10% 95,341 94,449 -892 2,300 -3,192
Lenovilla (New Vélizy) 50.10% 6,873 10,561 3,688 3,688 0
Other equity interests 10,746 10,206 -540 3,340 -2,769
TOTAL 184,764 184,088 -676 10,271 -9,837

Investments in equity associates as at 30 June 2014 amounted to €184.1 million, compared with €184.7 million as at 31 December 2013. The change in the period involved the following:

  • w Iris, Dalhia and Camp Invest OPCIs: equity interests held by Foncière des Murs (20%) in partnership with Crédit Agricole Assurances (80%). The -€2.9 million change corresponds to the distribution of dividends for -€3.9 million and income of +€0.9 million for the six month period
  • w Latécoère (DS Campus): a partnership set up beginning on 19 October 2012 with Crédit Agricole Assurances (49.90%). Signing of a shareholder agreement stipulating

that decisions be made unanimously. The -€0.9 million change corresponds to the distribution of dividends for -€3.2 million and income of +€2.3 million for the first half of the year

  • w Lenovilla (New Vélizy): a partnership set up beginning in January 2013 with the Crédit Agricole Assurances Group (49.91%). Considering corporate governance rules, Foncière des Régions exerts significant control over the company
  • w other equity interests: These are projects undertaken by Foncière des Régions in connection with Euromed and Cœur d'Orly and the equity interests of Beni Stabili.

2.2.4.3.1. Breakdown of the shareholding in equity affiliates

Shareholding as at 30 June 2014 Cœur d'Orly Euromed
Group
Latécoère
(DS Campus)
SCI Lenovilla
(New Vélizy)
Foncière des Régions 25% 50% 50.10% 50.09%
Non-group third parties 75% 50% 49.90% 49.91%
Altaréa 25%
Crédit Agricole Assurances 50% 49.90% 49.91%
Aéroports de Paris 50%
TOTAL 100% 100% 100% 100%

2.2.4.3.2. Selected financial information on equity affiliates as at 30 June 2014

(€K) Balance
sheet Total
Total
non-current
assets
Total debts Of which
financial debt
Rental income Net income
consolidated
Cœur d'Orly 132,447 69,339 128,051 13,845 0 2,529
Latécoère 357,206 323,121 168,685 167,528 9,010 4,590
Lenovilla 190,898 177,300 169,813 150,052 0 7,363
Euromed 181,427 123,548 175,261 66,229 0 -763
IRIS Holding France 173,263 170,516 126,748 111,774 5,788 3,332
OPCI Iris Invest. 2010 258,364 248,882 121,663 115,820 7,815 -424
OPCI Campinvest 177,016 168,702 89,095 86,912 5,540 1,217
SCI Dalhia 133,752 129,790 59,127 57,267 3,594 614

2.2.4.4. Deferred taxes at period-end

Increases
Decreases
Other
DTA
(€K)
Total at
31/12/2013
First-time
consoli
dations
Net
income for
the year
Shareholders'
equity
changes
and
transfers
Net loss
for the
year
Shareholders'
equity
Deconso
lidations
Total at
30/06/2014
Losses carried forward 29,337 261 5,700 0 0 -1,392 0 -5,174 28,732
Fair value of properties 81,400 0 9,027 0 -4,375 -1,166 0 -293 84,593
Derivatives 20,910 0 1,693 0 -4 -3,974 14 -2,719 15,920
Temporary differences 21,245 0 2,165 0 2 -1,454 0 0 21,958
152,892 151,203
DTA/DTL offset -62,843 -55,102
TOTAL
DTA
90,049 261 18,585 0 -4,377 -7,986 14 -8,186 96,101
Increases Other Decreases
DTL
(€K)
Total at
31/12/2013
First-time
consoli
dations
Net
income for
the year
Shareholders'
equity
changes
and
transfers
Net loss
for the
year
Shareholders'
equity
Deconso
lidations
Total at
30/06/2014
Fair value of properties 347,022 5,383 23,132 0 -4,375 -3,974 0 -66,385 300,803
Derivatives 1,029 0 56 0 28 -127 -8 0 978
Temporary differences 9,603 0 1,750 0 -26 -1,284 0 -387 9,656
357,654 311,437
DTA/DTL offset -62,843 -55,102
Total DTL 294,811 5,383 24,938 0 -4,373 -5,385 -8 -66,772 256,335
NET
TOTAL
-204,762 -5,122 -6,353 0 -4 -2,601 22 58,586 -160,234
Total impact on the income statement: -8,954

As at 30 June 2013, the consolidated unrealised tax position showed a deferred tax asset of €96 million and a deferred tax liability of €256 million (versus €295 million as at 31 December 2013).

In view of the SIIC tax scheme applicable in France, potential tax savings on tax losses carried forward on real estate activity in France are not accounted for.

In view of the SIIQ tax scheme, which is applicable to disposals in Italy, deferred taxes on assets were recognised and amounted to €82.4 million at the end of June 2014.

The primary contributors to the balance of deferred tax liabilities are:

  • w Beni Stabili: €32 million (during the course of 2010, Beni Stabili opted for the SIIQ regime in Italy)
  • w Service Sector: €65 million (primarily in Belgium)
  • w Germany Residential: €159 million.

In accordance with IAS 12, deferred tax assets and liabilities are offset for each tax entity when they involve taxes paid to the same tax authority.

2.2.4.5. Short-term loans and finance-lease receivables – current portion

(€K) 30/12/2013
Net
Change
in scope
Increase Decrease Transfers 30/06/2014
Gross
Amortisations
and provisions
30/06/2014
Net
Short-term loans 9,168 0 3,390 -9,150 152 3,573 -13 3,560
Finance-lease
receivables
468 0 0 -61 -72 335 335
Dividend to be
distributed
0 0 0 0 0 0 0
TOTAL 9,636 0 3,390 -9,211 80 3,908 -13 3,895

2.2.4.6. Inventories

Inventories primarily consist of assets dedicated to the trading business within Italy Offices (€72.5 million), assets dedicated to the trading business and real estate development within the Germany residential segment (€8.2 million) and land in Orléans (€0.9 million).

2.2.4.7. Trade receivables

(€K) 30/06/2014
before
reclassification
Discontinued
operations
30/06/2014 30/12/2013 Change
Trade receivables 371,668 18,059 353,609 314,647 38,962
Impairment of receivables -33,554 -4,480 -29,074 -32,091 3,017
NET
TOTAL
FOR
TRA
DE RECEIVABLES
338,114 13,579 324,535 282,556 41,979

The balance of trade receivables includes expenses to invoice to tenants for €126.5 million, rental income receivables for €105.3 million and receivables related to the linearisation of relief granted on rent for €92.7 million.

2.2.4.8. Other receivables

(€K) 30/06/2014
before
reclassification
Discontinued
operations
30/06/2014 30/12/2013 Change
Government receivables 42,529 977 41,552 51,015 -9,463
Other receivables 122,448 1,128 121,320 138,534 -17,214
Security deposits received 75,703 2,655 73,048 12,412 60,636
Current accounts 20,624 0 20,624 128 20,496
TOTAL 261,304 4,760 256,544 202,089 54,455

w Government receivables of €41.5 million are broken down into €24 million in France and €17.5 million in Italy. In France, the receivables are mainly VAT. In Italy, this item includes, in particular, receivables from payment on tax litigation for €7.5 million.

w The other receivables include an €85 million receivable on the guarantee given by Beni Stabili to IMSER, and in consideration for this receivable, a debt for the same amount is listed under liabilities.

w The change in receivables on disposals is primarily due to the disposal of the Fogazzaro building in Milan for €55 million.

2.2.4.9. Cash and cash equivalents

(€K) 30/06/2014
before
reclassification
Discontinued
operations
30/06/2014 31/12/2013
Money-market securities available for sale 441,921 0 441,921 155,926
Cash at bank 391,740 2,237 389,503 225,615
TOTAL 833,661 2,237 831,424 381,541

As at 30 June 2014, the portfolio of money-market securities available for sale consists mainly of level 2 standard moneymarket collective investment vehicles (SICAV).

  • w The level 1 portfolio corresponds to instruments whose price is listed on an active market for an identical instrument.
  • w Level 2 corresponds to instruments whose fair value is determined using data other than the prices mentioned for level 1 and observable directly or indirectly (i.e. price-related data).

Foncière des Régions holds no investments subject to capital risk.

It is worthy to note that €3,195,000 in cash and cash equivalents at the beginning of the period were reclassified to unavailable cash during the first half of 2014.

2.2.4.10. Changes in shareholders' equity

The capital of Foncière des Régions totalled €188 million as at 30 June 2014.

Reserves correspond to social reserves and to parent company retained earnings, together with reserves arising from consolidation.

As at 30 June 2014, share capital was broken down as follows:

Number of authorised shares -62,683,088
Number of shares issued and fully paid up -62,683,088
Number of shares issued and not fully paid up 0
Par value of shares €3.00
Share classes none
Restriction on payment of dividends none
Shares held by the Company or its subsidiaries 118,137

Changes in the number of shares during the period

Date Transaction Shares
issued
Treasury
shares
Shares
outstanding
31/12/2013 62,683,088 194,889 62,488,199
Stock options
Capital increase – Public exchange offer
on Foncière Développement Logements
Treasury shares – Liquidity agreement -35,973
Treasury shares – Employee awards -40,779
30/06/2014 62,683,088 118,137 62,564,951

2.2.4.11. Indebtedness

30/06/2014
(€K) 31/12/2013 Increase Decrease Change
in scope
Other
changes
before
reclassification
Discontinued
operations
30/06/2014
Bank loans 5,287,006 967,704 -1,484,486 15,692 0 4,785,916 0 4,785,916
Other borrowings 45,244 8,689 -172 0 20,000 73,761 0 73,761
Treasury bills 201,030 267,170 0 0 0 468,200 0 468,200
Securitised loans 475,892 0 -23,625 0 0 452,267 0 452,267
Non-convertible bonds 935,000 600,000 -12,430 0 0 1,522,570 0 1,522,570
Finance leases 27,657 0 -502 0 0 27,155 0 27,155
Convertible bonds 1,396,642 0 0 0 0 1,396,642 0 1,396,642
Subtotal interest-bearing
loans
8,368,471 1,843,563 -1,521,215 15,692 20,000 8,726,511 0 8,726,511
Accrued interest 59,686 41,971 -59,235 0 -164 42,258 6 42,258
Deferral of loan expenses -82,974 18,099 -15,378 0 0 -80,253 0 -80,253
Creditor banks 153,378 0 0 0 -85,699 67,679 1,177 66,502
Total loans (LT/ST)
excl. fair value of
ORNANE
-type bonds
8,498,561 1,903,633 -1,595,828 15,692 -65,863 8,756,195 1,183 8,755,018
Long-term 7,519,639 7,943,202 0 7,943,202
Short-term 978,922 812,993 1,177 811,816
Valuation of financial
instruments
529,278 0 0 0 -14,565 514,713 20,166 494,547
Convertible bond
derivatives
18,206 0 0 0 112,870 131,076 0 131,076
Total derivatives 547,484 0 0 0 98,305 645,789 20,166 625,623
Assets -23,118 -44,623 0 -44,623
Liabilities 570,602 690,412 20,166 670,246
TOTAL
BANK DEBT
9,046,045 1,903,633 -1,595,828 15,692 32,442 9,401,984 21,349 9,380,641

The new financings taken out during the year are presented in 2.2.4.11.1 – Bank borrowings.

The "Receipts relating to new borrowings" line of the cash flow statement, amounting to €1,828.3 million, corresponds to:

w "Increases in interest-bearing borrowings" (+€1,843,6 million)

w less new debt issuance costs (-€15.3 million).

The "Repayments of borrowings" line of the cash flow statement (-€1,520.3 million) corresponds to decreases in interest-bearing borrowings.

2.2.4.11.1. Bank loans

The below table outlines the characteristics of the borrowings taken out by Foncière des Régions and the amount of guarantees that go with it (principal amount over €100 million).

Debt balance
(> or <
Total appraisal
value for
block of assets
Debt balance Date of Initial
amount
(€K) €100 M) Backed debt 30/06/2014 30/06/2014 signature of debt Maturity
Offices France > €100 M
> €100 M
€270 M (2010) – CB 21
€275 M (2012) – Orange
265,950 10/10/2010
256,995 09/05/2012
270,000 10/10/2017
275,000 19/09/2020
> €100 M €140 M (2011) – Carré Suffren 137,375 11/07/2011 140,000 11/07/2018
> €100 M €107 M (2010) – Foch 100,960 28/05/2010 107,500 26/05/2017
> €100 M
< €100 M
1,591,527
186,300
761,281
37,575
Total Offices France 1,777,827 798,856
Offices Italy > €100 M €1,040 M (2006) – Imser 452,267 19/06/2006 1,039,726 20/09/2021
> €100 M €340 M (2013) – former
Milano Zerosei
162,596 19/12/2006 340,000 19/12/2015
> €100 M €156 M (2011) – Torri 152,544 27/07/2011 156,000 27/07/2016
> €100 M 2,252,838 767,407
< €100 M 644,100 340,770
Total Offices Italy 2,896,938 1,108,177
> €100 M €350 M (2013) 571,150 299,717 15/07/2013 350,000 15/07/2020
Service Sector > €100 M €447 M (2013) 794,921 434,699 25/10/2013 447,000 25/10/2020
> €100 M €255 M (2012) –
Covered bond
462,976 242,570 14/11/2012 255,000 16/11/2019
> €100 M €235 M (2013) – B2 HI OPCI
(B&B)
538,214 229,545 20/12/2013 235,000 20/12/2018
> €100 M €208 M (2014) 373,392 206,048 07/05/2014 208,640 30/04/2019
> €100 M 2,740,652 1,412,579
< €100 M 212,179 98,567
Total Service Sector 2,952,831 1,511,146
France Residential > €100 M €350 M (2014) 575,045 321,721 15/01/2014 350,000 31/10/2018
> €100 M 575,045 321,721
< €100 M 174,991 68,502
Total Residential France 750,037 390,222
Germany
Residential
> €100 M Wohnbau/Dümpten 175,380 08/12/2010 207,500 14/12/2017
> €100 M Lyndon Immeo 02 180,209 07/12/2011 194,650 14/12/2021
> €100 M Lyndon Immeo 01 174,746 12/12/2011 184,720 12/12/2021
> €100 M Lyndon Immeo 04 449,004 09/03/2012 485,000 14/03/2022
> €100 M Indigo 119,816 13/12/2013 120,530 19/12/2018
> €100 M 1,978,089 1,099,155
< €100 M 559,916 333,356
Total Residential Germany 2,538,004 1,432,511
Total Residential 3,288,041 1,822,733
Car Parks < €100 M Total Car Parks 229,700 87,792
Total collateralised 11,145,337 5,328,705
Debt balance Total appraisal
value for
Initial
(€K) (> or < €100 M) Backed debt block of assets
30/06/2014
Debt balance
30/06/2014
Date of
signature
amount
of debt
Maturity
Offices France €550 M (2011) – ORNANE
type bonds
451,104 01/05/2011 550,000 01/01/2017
€345 M (2013) – ORNANE
type bonds
345,000 20/11/2013 345,000 01/04/2019
€500 M (2012) – Other bonds 500,000 16/10/2012 500,000 16/01/2018
Treasury bills 468,200
€180 M (2013) –
Private placements
180,000 28/03/2013 180,000 30/04/2020
> €100 M 1,944,304
< €100 M 35,000
Total Offices France 2,352,392 1,979,304
Offices Italy €225 M (2010) –
Convertible bond
105,538 23/04/2010 225,000 23/04/2015
€225 M (2013) –
Convertible bond
225,000 17/01/2013 225,000 17/01/2018
€270 M (2013) –
Convertible bond
270,000 17/10/2013 270,000 17/04/2019
€350 M (2014) – Bond 350,000 22/01/2014 350,000 22/01/2018
€250 M (2014) – Bond 250,000 31/03/2014 250,000 01/04/2019
> €100 M 1,200,538
< €100 M 44,205
Total Offices Italy 1,191,178 1,244,743
Service sector Total Service Sector 234,269 0
Total Residential France 107,064 0
Total Residential Germany 13,767 0
Car Parks Total Car Parks 6,260 0
Total unencumbered 3,904,930 3,224,047
France Residential Other bank borrowings 100,000
Other debt 73,761
OVERALL
TOTAL
15,050,267 8,726,511

Borrowings are valued after their initial recognition at cost, amortised based on the effective interest rate. The average interest rate on Foncière des Régions' consolidated debt stood at 3.60% as at 30 June 2014.

(€K) Balance as at 30/06/2014 Maturity less than 1 year Balance as at 30/06/2015 Balance as at 2 to 5 years Balance as at 30/06/2019 Maturity over 5 years Fixed-rate long-term financial liabilities 4,604,634 611,201 3,993,433 2,592,890 1,400,544 1,400,544 Offices France – Bank borrowings 193,104 3,833 189,271 14,587 174,684 174,684 Offices France – ORNANE-type bonds 796,104 0 796,104 796,104 0 0 Offices France – Other 52,438 0 52,438 0 52,438 52,438 Offices Italy – Bank borrowings 6,790 1,422 5,368 4,440 928 928 Offices Italy – Convertible bonds 600,538 105,538 495,000 495,000 0 0 Service Sector 39,025 765 38,260 38,260 0 0 Service Sector – Other 15,936 0 15,936 0 15,936 15,936 Residential Germany – Bank borrowings 778,721 47,184 731,536 121,057 610,479 610,479 Residential Germany – Other 5,388 171 5,217 3,397 1,820 1,820 Car Parks 132 87 45 45 0 0 Total borrowings and convertible bonds 2,488,175 159,001 2,329,174 1,492,890 836,285 836,285 Offices France – Bonds 680,000 0 680,000 500,000 180,000 180,000 Offices France – Treasury bills 452,200 452,200 0 0 0 0 Offices Italy – Bonds 600,000 0 600,000 600,000 0 0 Offices Italy – Securitised loans 141,689 0 141,689 0 141,689 141,689 Service Sector – Bonds 242,570 0 242,570 0 242,570 242,570 Total debts represented by securities 2,116,459 452,200 1,664,259 1,100,000 564,259 564,259 Floating-rate long-term financial debt 4,121,877 254,101 3,867,775 2,843,283 1,024,492 1,024,492 Offices France – Bank borrowings 640,750 29,611 611,140 544,005 67,134 67,134 Offices Italy – Bank borrowings 693,324 22,681 670,643 670,643 0 0 Service Sector 1,229,551 15,922 1,213,629 558,743 654,886 654,886 Residential France – Bank borrowings 490,222 101,050 389,172 389,172 0 0 Residential Germany – Bank borrowings 653,790 53,598 600,193 423,430 176,763 176,763 Car Parks 87,660 2,258 85,401 20,543 64,858 64,858 Total borrowings and convertible bonds 3,795,298 225,120 3,570,179 2,606,537 963,641 963,641 Offices France – Treasury bills 16,000 16,000 0 0 0 0 Offices Italy – Securitised loans 310,578 12,982 297,597 236,746 60,851 60,851 Total debts represented by securities 326,578 28,982 297,597 236,746 60,851 60,851 TOTAL 8,726,511 865,302 7,861,209 5,436,173 2,425,036 2,425,036

Breakdown of borrowings at their face value according to time left to maturity and by interest-rate type

The ORNANES are presented at face value.

2.2.4.11.2. Issue of convertible bonds

2.2.4.11.2.1. France Offices

  • w In May 2011, Foncière des Régions issued bonds that enabled it to diversify its sources of funding and extend the maturity of its debt.
  • w In November 2013, Foncière des Régions issued a new ORNANE for €345 million.

The characteristic features of these bonds are as follows:

Features ORNANE-type bonds
Offices France
ORNANE-type bonds
Offices France
Issue date 24/05/2011 20/11/2013
Issue amount (€M) 550 345
Issue/Conversion price (€) 86 85
Conversion rate 1.10 1.03
Number of securities issued 6,405,776 4,071,757
Number of securities redeemed 1,151,832
Securities outstanding at 31 December 2013 5,253,944 4,071,757
Amount of the issue after redemption (€M) 451
Nominal rate 3.34% 0.88%
Maturity 17/01/2017 01/04/2019

Interest is payable half-yearly on 1 January and 1 July for the first ORNANE issued in 2011 and payable on 1 April and 1 October for the second ORNANE issued in 2013.

The fair value of the ORNANES as at 30 June 2014 was determined based on average listed prices in June:

  • w €95.45 for the first ORNANE issued in 2011, i.e. a fair value of €501.5 million as at 30 June 2014 (5,253,944 remaining bonds)
  • w €91.3 for the second ORNANE issued in 2013, i.e. a fair value of €371.7 million as at 30 June 2014.

The fair value of Foncière des Régions' ORNANES total €873.2 million.

Bond holders will have the option to convert their bonds either into cash and existing and/or new shares, or only into shares, based on the stock market prices over a determined period, at the Company's discretion.

The characteristic features of these bonds are as follows:

2.2.4.11.2.2. Italy Offices

w In January 2013, Beni Stabili issued €175 million in convertible bonds. In March 2013, an additional €50 million was issued under the same conditions.

In accordance with paragraph 11A of standard IAS 39, this ORNANE is a hybrid instrument and is accounted for as a Host contract (debt at amortised cost) and as an embedded derivative (financial instrument at fair value through the income statement).

w In October 2013, Beni Stabili issued a new convertible bond for €270 million. The convertible bond issued in 2010 was partially repaid for €119 million. This second ORNANE also constituted a hybrid instrument and was accounted for in a Host contract and an embedded derivative.

As at 30 June 2014, the derivatives of Beni Stabili's ORNANES were valued at €83.9 million.

Features ORNANE-type bonds
Offices Italy
ORNANE-type bonds
Offices Italy
Issue date 01/2013 10/2013
Issue amount (€M) 225 270
Issue/Conversion price (€) 0.5991 0.6591
Conversion rate 1.00 1.00
Number of securities issued 375,536,345 409,649,522
Securities outstanding at 31 December 2013 375,536,345 409,649,522
Nominal rate 3.375% 2.625%
Maturity 01/2018 03/2019

2.2.4.11.3. Derivatives

Derivative instruments consist mainly of rate hedging instruments put in place as part of the Group's interest rate hedging policy.

Fair value of net derivative instruments

(€K) 31/12/2013
Net
30/06/2014
Net before
reclassification
Discontinued
operations
30/06/2014
Net
Offices France 197,060 240,357 240,357
Offices Italy 113,965 162,275 162,275
Service Sector 131,353 143,738 143,738
Logistics 36,619 20,166 20,166 0
Residential 57,051 66,579 66,579
Car Parks 11,436 12,674 12,674
TOTAL 547,484 645,789 20,166 625,623

The total impact of value adjustments on derivatives on the income statement was -€211.6 million. It primarily consists of changes in value of cash instruments (-€99.2 million) after reclassifying €5.3 million to discontinued operations, the change in value of the ORNANES (-€109.9 million), the change in value of fixed-rate liabilities recognised during business combinations in 2013 (-€1.7 million) and the change in value of other financial assets (-€0.8 million). In accordance with IFRS 13, the fair values include counterparty default risk.

The "Unrealised gains and losses relating to changes in fair value" line of the Statement of Cash Flow (€152.6 million), which calculates cash flow, mainly integrates the impact of changes in value of cash instruments on income (€104.5 million), the change in value of the ORNANE (€109.9 million), the change in value of fixed securities (€3.2 million), the change in fixed-rate debt recognised during business combinations in 2013 (€1.7 million) and the change in value of investment properties (-€66.7 million) (see note 2.2.5.2).

Breakdown of hedging instruments by maturity of notionals

(€K) As at
30/06/2014
Less than
1 year
1 to 5 years Over 5 years
FIXED HEDGE
Fixed rate payer swap 3,877,062 -309,158 2,172,147 2,014,073
Fixed rate receiver swap 1,408,718 415,000 600,000 393,718
Inflation swap in euros 24,649 -287 -1,180 26,116
OPTIONAL HEDGE
Purchase of fixed rate payer swaption 0 0 -306,000 306,000
Sale of fixed rate borrower swaption 0 0 -215,500 215,500
Cap purchase in euros 1,286,254 138,317 1,007,722 140,215
Floor purchase in euros 60,000 0 60,000 0
Floor sale in euros 147,615 0 129,500 18,115
TOTAL 6,804,298 243,872 3,446,689 3,113,737

Balance as at 30 June 2014

(€K) Fixed rate Floating rate
Gross borrowings and financial debt (including creditor banks) 4,604,634 4,188,379
Net financial liabilities before hedging 4,604,634 4,188,379
Swaps -2,468,344
Caps -1,286,254
TOTAL
HEDGES
-3,754,598

2.2.4.11.4. Bank covenants

Except for the debt raised without recourse to the Group's property companies, the debt of Foncière des Régions and its subsidiaries generally includes bank covenants (based on ICR and LTV) on the borrower's consolidated financial statements. If these covenants are breached, early debt repayment could be required. These covenants were established in Group share for Foncière des Régions and for Foncière des Murs (regarding refinance loans for historical borrowings) and on a consolidated basis for Foncière Développement Logements and Beni Stabili (if their debts include them).

The most restrictive consolidated LTV covenants as at 30 June 2014 were 60% for Foncière des Régions, for Foncière des Murs and for Foncière Développement Logements. Concerning Foncière Développement Logements, only the French debt includes a consolidated LTV covenant (Foncière Développement Logements scope). Lastly, a limited portion of Beni Stabili financing included a consolidated LTV covenant (Beni Stabili scope), the most restrictive level of which was also 60%.

The threshold for consolidated ICR covenants differs from one REIT to another, depending on the type of assets, and may be different from one debt to another even for the same REIT, depending on debt seniority. Only Foncière Développement Logements' French debt includes a consolidated ICR covenant (Foncière Développement Logements scope). Lastly, only a portion of the Beni Stabili loans has a consolidated ICR covenant.

The most restrictive ICR consolidated covenant applicable to REITs are as follows:

  • w for Foncière des Régions: 200%
  • w for Foncière des Murs: 200%
  • w for Foncière Développement Logements: 150%
  • w for Beni Stabili: 140%.

All of these consolidated LTV and ICR covenants were in strict compliance as at 30 June 2014.

With regard to Foncière des Régions, consolidated bank ratios as at 30 June 2014 were 50.6% for Group share LTV and 276% for Group share ICR, compared to 51% and 249% respectively at the end of 2013.

Two types of covenants were added to the consolidated LTV and ICR Group share covenants of Foncière des Régions as part of the corporate loans taken out by Foncière des Régions:

  • w mainly an asset-secured debt covenant (100% scope), the cap on which is set at between 22.5% and 25% and which measures the ratio of secured debt (or debt with guarantees of any nature) to asset value
  • w this covenant is in full compliance and is maintained at a level significantly lower than the covenant when no secured debt forgiveness takes place on this scope
  • w secondarily, unencumbered asset covenants, for which the ceiling is 50%, or an LTV real estate covenant with a 62.5% or a 65% ceiling that assesses the relationship between the debt of Foncière des Régions and that of its fully-owned subsidiaries and the portfolio value.

These covenants are also in compliance as at 30 June 2014.

No loan has an accelerated payment clause contingent on a Foncière des Régions rating.

Consolidated LTV Scope Covenant
threshold
Ratio
€107 M (2010) – Foch Foncière des Régions ≤ 65% In compliance
€350 M (2013) Foncière des Murs ≤ 60% In compliance
€447 M (2013) Foncière des Murs < 60% In compliance
€208 M (2014) Foncière des Murs < 60% In compliance
€255 M (2012) – Covered bond Foncière des Murs ≤ 65% In compliance
€350 M (2014) France Residential ≤ 60% In compliance
€156 M (2011) – Torri Offices Italy ≤ 60% In compliance
Consolidated ICR Scope Covenant
threshold
Ratio
€107 M (2010) – Foch Foncière des Régions ≥ 190% In compliance
€350 M (2013) Foncière des Murs > 200% In compliance
€447 M (2013) Foncière des Murs > 200% In compliance
€208 M (2014) Foncière des Murs > 200% In compliance
€255 M (2012) – Covered bond Foncière des Murs ≥ 200% In compliance
€350 M (2014) France Residential ≥ 150% In compliance
€156 M (2011) – Torri Offices Italy > 140% In compliance

These covenants, which are based on the individual and consolidated accounts, most often include specific covenants for the scopes financed. These "Scope" covenants, or to a lesser extent the interest coverage ratios, usually have less restrictive thresholds for the Group's companies than consolidated covenant thresholds. Their purpose is mainly to supervise the use of financing by correlating it with the value of underlying assets provided as collateral.

2.2.4.12. Provisions for contingencies and liabilities

Reversal of provisions 30/06/2014
(€K) 31/12/2013 Change
in scope
Charges Used Unused before
reclassification
Discontinued
operations
30/06/2014
Other provisions for litigation 1,785 0 1,146 0 -158 2,773 440 2,333
Provisions for guarantees 1,000 0 0 0 0 1,000 0 1,000
Provisions for taxes 2,377 0 323 0 0 2,700 0 2,700
Provisions for sustainable
development
423 0 0 0 0 423 0 423
Provisions for property
charges
7,153 0 318 0 -2 7,469 0 7,469
Other provisions 4,544 -100 59 -433 -143 3,927 0 3,927
Subtotal provisions –
Current liabilities
17,282 -100 1,846 -433 -303 18,292 440 17,852
Provisions for retirement
benefit obligations
39,942 0 1,207 0 -801 40,348 24 40,324
Provisions for long-service
awards
698 0 8 0 -111 595 13 582
Subtotal provisions –
Non-current liabilities
40,640 0 1,215 0 -912 40,943 37 40,906
TOTAL
PRO
VISIONS
57,922 -100 3,061 -433 -1,215 59,235 477 58,758

Provisions for litigation is broken down as €1 million for France Offices, €0.8 million for Italy Offices and €0.3 million for the Car Park segment.

Provisions for taxes concerning exclusively the Italy Offices segment for €2.7 million.

Provisions for expenses on properties (€7.5 million) from the Car Park segment and concerning provisions for renewal of works.

Other provisions consist primarily of the following:

w other provisions for contingencies and liabilities in Italy Offices: €2.8 million

w provisions relating to grantor rights (Car Parks): €0.6 million

w the balance pertains to the residential segment: €0.4 million. The provision for retirement severance pay totalled €40.3 million as at 30 June 2014, versus €39.9 million as at 31 December 2013.

  • w The main actuarial assumptions used to estimate Foncière des Régions' commitments in France were as follows:
  • w rate of remuneration increase, managers 4%, non-managers 3%
  • w discounting rate 2.51%, TEC 10 N-1 +50 bps.

w The main actuarial assumptions used to estimate commitments in Germany were as follows:

Assumptions used in calculating provisions for retirement benefit obligations in Germany 30/06/2014 31/12/2013
Discount rate 3.5% 3.5%
Annual wage growth 2.5% 2.5%
Rate of social security charges 1.0% 1.0%
Impact on the income statement of provisions for retirement benefit obligations (€K)
Cost of services rendered during the year -284 -407
Financial cost -636 -1,193
Effects of plan curtailments/settlements
TOTAL
IMPACT ON
THE
INCOME STATE
MENT
-919 -1,600

Note: impacts are presented in full-year.

2.2.4.13. Accounting for financial assets and liabilities

Amount shown in the statement
of financial position measured at
IAS 39 categories Line item in statement
of financial position
30/06/2014
Net
(€K)
Amortised
cost
Fair value
through
sharehol
ders' equity
Fair value
through
profit or loss
Fair value
(€K)
Assets at fair value through
profit or loss
Non-current financial assets 18,659 18,659 18,659
Assets at amortised cost Non-current financial assets 39,174 39,174 39,174
Loans and receivables Non-current financial assets 141,935 141,935 141,935
Total non-current financial
assets
199,768 199,768
Loans and receivables Trade receivables(1) 245,376 245,376 245,376
Assets at fair value through
profit or loss
Derivatives at fair value
through profit or loss
44,623 44,623 44,623
Assets at fair value through
profit or loss
Cash and cash equivalents 441,921 441,921 441,921
TOTAL
FINAN
CIAL
ASSETS
931,688 426,485 0 505,203 931,688
Liabilities at fair value through
profit or loss
ORNANE-type bonds 1,422,180 465,015 957,165 1,460,977
Liabilities at amortised cost Borrowings
(excl. ORNANE-type bonds)
7,435,407 7,435,407 7,547,985(2)
Liabilities at fair value through
profit or loss
Financial instruments 559,336 122,448 436,888 559,336
Liabilities at amortised cost Guarantee deposits 15,650 15,650 15,650
Liabilities at amortised cost Trade payables 137,096 137,096 137,096
TOTAL
FINAN
CIAL
LIABILITIES
9,569,669 8,053,168 122,448 1,394,053 9,721,044

(1) Excluding deductible amount.

(2) The difference between the net book value and the fair value of fixed rate debt is €112,578,000.

2.2.4.13.1. Breakdown of financial assets and liabilities at fair value

The table below presents financial instruments at fair value broken down by level:

  • w level 1: financial instruments listed in an active market
  • w level 2: financial instruments whose fair value is evaluated through comparisons with observable market transactions on similar instruments or based on an evaluation method whose variables include only observable market data
  • w level 3: financial instruments whose fair value is determined entirely or partly by using an evaluation method based on an estimate that is not based on market transaction prices on similar instruments.
(€K) Level 1 Level 2 Level 3 Total
Derivatives at fair value through profit or loss 44,623 44,623
Money-market securities available for sale 441,921 441,921
TOTAL
FINAN
CIAL
ASSETS
0 486,544 0 486,544
ORNANE-type bonds 1,460,977 1,460,977
Derivatives at fair value through profit or loss 559,336 559,336
TOTAL
FINAN
CIAL
LIABILITIES
1,460,977 559,336 0 2,020,313

2.2.5. NOTES TO THE STATEMENT OF NET INCOME

2.2.5.1. Operating income

2.2.5.1.1. Rental income

(€K) 30/06/2014
before
restatement
Discontinued
operations
30/06/2014 30/06/2013 Change
(€K)
Change
(as a %)
Offices France 127,625 0 127,625 131,685 -4,060 -3.1%
Offices Italy 115,938 0 115,938 116,341 -403 -0.3%
Total Office rental income 243,563 0 243,563 248,026 -4,463 -1.8%
Service Sector 96,048 0 96,048 101,557 -5,509 -5.4%
Residential 98,568 0 98,568 0 98,568 N/A
Logistics 23,979 23,979 0 31,690 -31,690 -100.0%
TOTAL
RENTAL
INCOME
462,158 23,979 438,179 381,273 56,906 21.2%

Rental income pertaining to CAP 18 assets listed in the Logistics segment have been presented in the France Offices business since the second half of 2013.

Rental income consists of rental and similar income (e.g.: occupancy fees and entry rights) invoiced for investment properties during the period. Rent holidays, common areas and entry rights are spread out over the fixed term of the lease.

The three tenants who each account for over 10% of overall turnover are:

  • w Orange in the France Offices segment (€52.3 million)
  • w Telecom Italia in the Italy Offices segment (€59.1 million)
  • w Accor in the Service Sector segment (€41.0 million).

Rental income amounted to €438.2 million as at 30 June 2014, versus €381.3 million as at 30 June 2013, up 21.2%.

The changes by type of asset break down as follows:

  • w a decrease in rental income from France Offices (-3.1%), which is due in particular to asset disposals (-€7.5 million), to assets made vacant for restoration (-€2 million), to acquiring and delivering developments (+€1.5 million), to various indices and relocations (+€0.4 million) and to reclassifying rental income from the CAP 18 asset (+€3.8 million)
  • w a stabilisation of rental income in Italy Offices (-0.3%) explained by the impact of asset deliveries (+€1.8 million), asset management work and the effect of indexation (+€0.2 million), less disposals (-€2.4 million)
  • w a decrease in rental income from the Service Sector segment (-5.4%), or -€5.5 million, which was due in particular to the impact from disposals (-€4.6 million)
  • w the full consolidation of Foncière Développement Logements, which took place on 1 August 2013, generated €98.6 million in rental income in the residential segment as at 30 June 2014.

2.2.5.1.2. Property charges

(€K) 30/06/2014
before
restatement
Discontinued
operations
30/06/2014 30/06/2013 Change
(€K)
Change
(as a %)
Rental Income 462,158 23,979 438,179 381,273 56,906 14.9%
Unrecovered property operating costs -21,987 -3,078 -18,909 -18,723 -186 1.0%
Expenses on properties -13,206 -957 -12,249 -7,239 -5,010 69.2%
Net expenses on unrecoverable
receivables
-3,113 -6 -3,107 -4,304 1,197 -27.8%
Net rental income 423,852 19,938 403,914 351,007 52,907 15.1%
RATE
FOR
PROPERT
Y EXPENSES
-8.3% -16.9% -7.8% -7.9%
  • w Unrecovered rental costs: these expenses are net of re-invoicing to tenants, and basically correspond to charges on vacant premises.
  • w Expenses on properties: these consist of rental expenses that are borne by the owner, expenses related to works and expenses related to property management. Excluding the consolidation effect from Foncière Développement Logements, expenses on properties amounted to €4.1 million as at 30 June 2014.
  • w Net expenses on unrecoverable receivables: these consist of losses on unrecoverable receivables and net provisions on doubtful receivables. The balance concerns the Italy Offices segment (€1.6 million) and the Residential segment (€1.4 million).

2.2.5.1.3. Net operating costs

These consist of head office expenses and operating costs net of revenues from management and administration activities.

(€K) 30/06/2014
before
restatement
Discontinued
operations
30/06/2014 30/06/2013 Change
(€K)
Change
(as a %)
Management and administration
income
11,960 301 11,659 9,266 2,393 25.8%
Business expenses -2,880 -128 -2,752 -2,362 -390 16.5%
Overhead -51,116 -763 -50,353 -34,533 -15,820 45.8%
Development costs -185 0 -185 -181 -4 2.2%
TOTAL
NET
OPERATING
COSTS
-42,221 -590 -41,631 -27,810 -13,821 32.7%

Activity-related expenses consist primarily of appraisal expenses totalling €1.2 million, asset management fees totalling €1.1 million, as well as expenses related to inspections totalling €0.4 million.

Overhead includes payroll expenses amounting to €31.2 million as at 30 June 2014, versus €18 million as at 30 June 2013 (see 2.2.6.1.1). Excluding the effect from Foncière Développement Logements's consolidation, payroll expenses totalled €19 million.

2.2.5.1.4. Result from other activities

Net income from other activities includes:

  • w net income (excluding depreciation and financial net income) for the Car Park segment of €5.7 million as at 30 June 2014, compared to €6.1 million as at 30 June 2013. This net income includes personnel expenses for €5.1 million (see 2.2.6.1.1)
  • w net income from finance-lease activity for €0.2 million as at 30 June 2014, versus -€0.9 million as at 30 June 2013
  • w net income from real estate development activity for €7 million, recognised in stages in accordance with IAS 11 "Construction contracts".

2.2.5.2. Change in the Fair Value of Properties

(€K) 30/06/2014
before
restatement
Discontinued
operations
30/06/2014 30/06/2013 Change
(€K)
Offices France 34,594 0 34,594 33,152 1,442
Offices Italy -11,605 0 -11,605 -13,250 1,645
Service Sector 14,472 0 14,472 21,864 -7,392
Residential 35,269 0 35,269 0 35,269
Logistics -6,007 -6,007 0 -15,400 15,400
TOTAL
CHANGE
IN FAIR
VALUE OF PROPERTIES
66,723 -6,007 72,730 26,366 46,364

2.2.5.3. Net financing cost

(€K) 30/06/2014
before
restatement
Discontinued
operations
30/06/2014 30/06/2013 Change
(€K)
Change
(as a %)
Interest income on cash transactions 6,078 54 6,024 2,552 3,472 136.1%
Interest expense on financing operations -126,508 -4,972 -121,536 -107,097 -14,439 18.1%
Net expenses on hedges -31,230 -1,031 -30,199 -35,265 5,066 -11.4%
NET
FINAN
CING
COST
-151,660 -5,949 -145,711 -139,810 -5,901 8.5%

Excluding the six-months of Foncière Développement Logements consolidation, financing cost came out to €117 million under the effects of disposals and refinancings.

2.2.5.4. Net financial income

30/06/2014
(€K) before
restatement
Discontinued
operations
30/06/2014 30/06/2013 Change
(€K)
Change
(as a %)
Cost of net financial debt -151,660 -5,949 -145,711 -139,810 -5,901 4.2%
Positive changes in fair value
of financial instruments
3,585 0 3,585 84,098 -80,513
Negative changes in fair value
of financial instruments
-220,530 -5,325 -215,205 -9,693 -205,512
Changes in the fair value
of financial instruments
-216,945 -5,325 -211,620 74,405 -286,025 -384.4%
Financial income from discounting 35 0 35 -80 115
Financial expenses from discounting -4,226 -151 -4,075 -1,341 -2,734
Discounting -4,191 -151 -4,040 -1,421 -2,619 184.3%
Impact of discounting and changes
in fair value
-221,136 -5,476 -215,660 72,984 -288,644 -395.5%
Expenses net of financial provisions
and other
-21,932 0 -21,932 -12,959 -8,973 69.2%
TOTAL
NET
FINAN
CIAL
INCOME
-394,728 -11,425 -383,303 -79,785 -303,518 380.4%

2.2.5.5. Taxes

2.2.5.5.1. Exit tax

Liability for exit tax stood at €19.9 million (solely in relation to Beni Stabili) as at 30 June 2014. This debt generated accrued interests, which were accounted for directly in tax expenses.

2.2.5.5.2. Taxes and tax rate by geographical area

(€K) Taxes payable Deferred tax Total Tax rate
France -657 488 -169 34.43%
Italy -1,571 4,772 3,201 31.40%
Germany -1,926 -5,531 -7,457 15.83%
Belgium 0 -2,664 -2,664 33.99%
Luxembourg -29 -37 -66 30.00%
Portugal 0 -6,403 -6,403 25.00%
Netherlands -64 0 -64 25.00%
TOTAL -4,247 -9,375 -13,558

(-) corresponds to an income tax expense; (+) corresponds to tax income.

2.2.5.5.3. Deferred tax impact on income

(€K) 30/06/2014
before
restatement
Discontinued
operations
30/06/2014 30/06/2013 Change
Offices France 416 0 416 16 400
Offices Italy 4,772 0 4,772 5,033 -261
Service Sector -9,112 0 -9,112 -388 -8,724
Residential -5,451 0 -5,451 0 -5,451
Logistics 421 421 0 -7,381 7,381
Parking facilities 0 0 0 560 -560
TOTAL -8,954 421 -9,375 -2,160 -7,215

This represents net deferred tax income of €9 million.

2.2.6. OTHER INFORMATION

2.2.6.1. Personnel remuneration and benefits

2.2.6.1.1. Personnel expenses

Personnel expenses amounted to €36.3 million as at 30 June, compared with €23 million as at 30 June 2013. With regard to the Net Income statement in the EPRA format, personnel expenses are included under Overhead in the amount of €31.2 million and in the "Expenses in other businesses" line item, amounting to €5.1 million for the Car Park segment.

2.2.6.1.1.1. Workforce

The actual headcount for the fully consolidated companies, excluding the Car Parks segment, where personnel expense is shown in expenditure on other activities, amounted to 735 people as at 30 June 2014, divided among France (277 employees), Germany (366 employees) and Italy (92 employees).

The average headcount during the first half of 2014 was 732.0 employees.

The average headcount in the Car Parks segment in the first half of 2014 was 228.

2.2.6.1.2. Description of share-based payments

2007
Number of exercisable options 234,925
Amount €23,013 K
Exercise price (€) 97.96
Adjusted price (2007) 97.96
Adjusted price (12/2009) 97.40
Adjusted price (06/2010) 88.08
Adjusted price (06/2011) 85.48
Adjusted price (05/2012) 82.37
Adjusted price (05/2013) 80.05
Number of options exercised 0
Cancelled shares 35,950
CUMULATI
VE REMAINING
EXERCISA
BLE OPTIONS
AS
AT 31/12/2011
383,279
Options exercised between 01/01 and 11/05/2012 0
Shares cancelled between 01/01 and 11/05/2012 2,294
Cumulative remaining exercisable options as at 11/05/2012 before adjustment 360,585
CUMULATI
VE REMAINING
EXERCISA
BLE OPTIONS
AS
AT 12/05/2012 AFTER
ADJUSTMENT
374,516
Options exercised between 12/05 and 30/06/2012 0
Shares cancelled between 12/05 and 30/06/2012 893
CUMULATI
VE REMAINING
EXERCISA
BLE OPTIONS
AS
AT 30/06/2012 AFTER
ADJUSTMENT
335,239
Shares cancelled between 01/07 and 31/12/2012 6,103
CUMULATI
VE REMAINING
EXERCISA
BLE OPTIONS
AS
AT 31/12/2012
326,462
Shares cancelled or reactivated between 01/01 and 03/05/2013 2,653
Cumulative remaining exercisable options as at 02/05/2013 before adjustment 322,424
CUMULATI
VE REMAINING
EXERCISA
BLE OPTIONS
AS
AT 03/05/2013 AFTER
ADJUSTMENT
331,861
Shares cancelled between 03/05 and 30/06/2013 1,963
CUMULATI
VE REMAINING
EXERCISA
BLE OPTIONS
AS
AT 30/06/2013
329,766
Shares cancelled between 01/07 and 31/12/2013 5,821
CUMULATI
VE REMAINING
EXERCISA
BLE OPTIONS
AS
AT 31/12/2013
201,416
Shares cancelled between 01/01 and 18/05/2014 1,379
CUMULATI
VE REMAINING
EXERCISA
BLE OPTIONS
AS
AT 18/05/2014
200,037
CUMULATI
VE REMAINING
EXERCISA
BLE OPTIONS
AS
AT 19/05/2014 AFTER
ADJUSTMENT
203,782
Shares cancelled between 19/05 and 30/06/2014 1,872
CUMULATI
VE REMAINING
EXERCISA
BLE OPTIONS
AS
AT 30/06/2014
201,910
Exercise period From 12/10/2009
to 12/10/2014

2.2.6.1.2.1. Assumptions for the valuation of the fair value of the options

The option plans have been valued by Altia using the six general assumptions common to all option valuation models. The assumptions used for the calculation of fair value applied to the binomial model are the following:

  • w exercise price: the exercise price is fixed, according to the plan rules, at the average of the 20 last stock exchange quotations, discounted by 5%
  • w share price on the date awarded: this pertains to the opening price of the Foncière des Régions share on the award date
  • w life of the option: the life of the option is not the contractual life of the option, but the duration of its estimated life, that is to say the period between the date awarded and the

exercise date, taking account of performance related to the future financial year. It is estimated at three years for senior management and for the Group's Board and at four years for other employees

  • w expected volatility of the share price: the assumption of volatility has been created based on a series of historical measurements of volatility, assessed on a daily basis according to the closing price of Foncière des Régions' shares for periods of one year, three years and four years
  • w dividend rates paid: the rate of dividends paid has been calculated on an estimate of the share price and the yield since the Company opted for the SIIC tax regime
  • w the risk-free interest rate for the term of the option: the rate used was the rate of a zero coupon government bond with maturity corresponding to the estimated term of the option.

During the first half of 2014, free shares were awarded by Foncière des Régions. The following fair-value assumptions were made for the free shares:

France without
performance
conditions
France with a
performance
requirement
France with a
performance
requirement
Italy, subject to
performance
conditions
Italy, not
subject to
performance
conditions
Germany,
not subject to
performance
conditions
Part 1 – with
market-related
performance
conditions
Part 2 – with
an internal
performance
requirement
Part 1 – with
market-related
performance
conditions
Part 2 – with
market-related
performance
conditions
with market
related
performance
conditions
Date awarded 26/02/2014 26/02/2014 26/02/2014 26/02/2014 26/02/2014 26/02/2014
Number of shares awarded 5,812 11,500 11,500 3,000 3,000 2,000
Share price on the date
awarded
€67.50 €67.50 €67.50 €67.50 €67.50 €67.50
Exercise period for rights 3 years 3 years 3 years 4 years 4 years 4 years
Cost of non-collection
of dividends
-€12.97 -€12.97 -€12.97 -€17.31 -€17.31 -€17.31
Actuarial value of the share net
of dividends not collected during
the vesting period
€54.53 €54.53 €54.53 €50.19 €50.19 €50.19
Forward price method –
non-transferability discount
(2-year lock-up period)
€3.69 €3.69 €3.69
Actuarial value of the share
net of dividends not collected
during the vesting period and
non-transferability discount
€50.84 €50.84 €50.84 €50.19 €50.19 €50.19
Actuarial value of the share net
of dividends not collected during
the vesting period and turnover
rate
€43.59 €32.69 €32.69 €30.66 €30.66 €40.88

The expense for free share distribution was booked on 30 June 2014 in the amount of €1,323,000. It is presented in the EPRA-format income statement on the "Discounting of liabilities and receivables" line.

The assessment of the expense for the period takes into consideration the vesting period and the lock-up period.

2.2.6.2. Earnings per share and diluted earnings per share

The net income per share is calculated by dividing the net income attributable to shareholders by the weighted average number of ordinary shares outstanding during the period.

Diluted net income per share takes account of the dilution involved in accounting for stock options and bonus shares not yet issued but already awarded.

NET
INCOME GRO
UP SHARE
(€K)
51,659
Undiluted average number of shares 62,467,999
Total dilution impact 231,083
Stock options 0
Number of free shares 231,083
Stock warrants 0
Average number of fully diluted shares 62,699,082
Net profit/(loss) per non-diluted share (€) 0.83
Impact of dilution – free shares (€) -0.00
NET
PROFIT
/(LOSS
) PER
DILUTED SHARE
(€)
0.82

In accordance with IAS 33 "Earnings per share", the impact from the dilution is not presented once the latter is accretive.

2.2.6.3. Off-balance sheet commitments

2.2.6.3.1. Commitments given

Financial guarantees given are detailed in note 2.2.4.11.1.

Off-balance sheet commitments given (€M) Maturity 30/06/2014 31/12/2013
Off-balance sheet commitments related to consolidated companies
Off-balance sheet commitments related to financing
Financial guarantees given 5,328.7 5,754.2
Off-balance sheet commitments related to operating activities
Financial instruments entered into for the purpose of receipt or delivery
of a non-financial item (own use contracts)
Commitments given related to business development 395.0 478.6
w Work commitments outstanding on properties under development(1) 332.6 405.1
w Purchase commitments 62.4 73.5
Commitments related to the implementation of operating contracts
w Earn-out payments
w Exercise of finance lease options 30.3 30.3
w Work commitments outstanding on investment properties(2) 17.6 27.8
w Management fee guarantee 0.6 2.2

(1) Commitments relating to work on properties under development.

(€M) Cost of works
contracted
Cost of works
recognised
Cost of works for
commitments
outstanding
Delivery date
Montpellier Egis 13.6 10.6 3.0 Q3 2014
Montpellier Pompignane 0.5 0.2 0.3 2016
Montpellier Schlumberger 7.4 0.2 7.2 Q2 2016
Nanterre Respiro 49.2 16.9 32.3 Q1 2015
Paris Passy 12.3 6.6 5.7 Q4 2014
Green Corner 83.0 41.7 41.3 Q3 2015
Vinci Roubaix 22.1 9.9 12.2 Q1 2015
Lyon Silex Phase 1 33.1 4.2 28.9 Q1 2016
Lyon Silex Phase 2 0.7 0.4 0.3 2018
Avignon 8.7 1.3 7.4 Q2 2015
Campus Eiffage 105.0 32.6 72.4 Q3 2015
New Vélizy* 151.8 124.9 26.9 Q4 2014
Euromed BH – Offices* 35.3 25.9 9.4 Q1 2015
Euromed Pk – Car Parks* 33.6 27.3 6.3 Q1 2015
Euromed H – Hotels* 34.0 12.2 21.8 Q1 2016
Euromed – Calypso (Building I)* 26.7 10.8 15.8 Q2 2016
Cœur d'Orly – Askia 56.2 27.2 29.1 Q2 2015
Total Offices France 673.2 352.9 320.3
Milan, San Nicolao 16.2 13.0 3.2 Q3 2014
Total Offices Italy 16.2 13.0 3.2
VEFA Romainville 5.8 1.2 4.6 Q3 2015
VEFA Porte de Choisy 10.5 6 4.5 Q4 2015
Total Service Sector 16.3 7.2 9.1
OVERALL
TOTAL
705.7 373.1 332.6

* Assets carried by companies consolidated using the equity method.

The amounts for construction contracts are monitored and updated regularly.

(2) Commitments relating to work on investment properties.

(€M) Cost of works
contracted
Cost of works
recognised
Cost of works for
commitments
outstanding
Delivery date
Accor hotels 46.0 38.0 8.0 2014–2015
Construction – Quick 20.6 11 9.6 2014–2015
Total Service Sector 66.6 49.0 17.6
OVERALL
TOTAL
66.6 49.0 17.6

2.2.6.3.1.1. Other commitments given related to the Group's scope

The Group has committed to the tax administration to conserve certain assets for at least five years as part of the SIIC tax regime. (Article 210E). The portfolio value involved in this retention obligation totalled €150.2 million for the Residential segment, €6.6 million for the Service Sector segment and €411.3 million for the France Offices segment as at 30 June 2014.

As at 30 June, the shares in SNC Foncière Otello are pledged under a €255 million bond.

2.2.6.3.2. Commitments received

Off-balance sheet commitments received (€M) Maturity 30/06/2014 31/12/2013
Off-balance sheet commitments related to consolidated companies
Commitments received on specific transactions
Off-balance sheet commitments related to financing
Commitments related to financing not specifically required by IFRS 7
Financial guarantees received (authorised lines of credit not used) 1,165.7 1,097.9
Off-balance sheet commitments related to operating activities
Financial instruments entered into for the purpose of receipt or delivery of a non-financial
item (own use contracts)
Other contractual commitments received related to operations
Assets received in pledge, mortgage or collateral, as well as deposits received(1)

(1) The rental income can be guaranteed by guarantee deposits recognised or by different types of guarantees (bank guarantees, solidarity guarantees, autonomous first demand guarantees).

2.2.6.3.2.1. Commitments on simple operating lease agreements

General description of the main provisions of simple operating lease agreements:

France Offices

Commercial
Types of leases Orange Other offices
Basis for determining contingent rent payments As specified in the lease As specified in the lease
Terms for renewal or purchase options Proposal for renewal six or 12 months before
the expiration date, depending on the lease
Proposal for renewal six or 12 months before
the expiration date, depending on the lease
Indexing clauses ILAT ICC/ILAT
Term 3/6/9/12 years 3/6/9/12 years

The firm residual duration of leases of Offices France came out to 5.3 years, versus 5.7 years as at 31 December 2013.

Service Sector

The leases of the Accor Hotels business activity provides for bases for determining conditional rental income according to the hotel's revenue level.

Types of leases Retirement homes Accor hotels Club Med
Terms for renewal
or purchase options
Proposal for renewal
six months before the
expiration date
Proposal for renewal
six months before the
expiration date
Proposal for renewal nine months before the
end of the validity period. Renewal under
the same terms as existing lease: 15 years,
of which 8 are fixed and irrevocable
Indexing clauses In line with the change in
the rental reference index
(IRL)
Based on hotel revenue In line with the value
of the Eurostat CPI index
Term Firm 12-year lease Firm 12-year lease Firm 15-year lease

Notes to the condensed consolidated financial statements

2

Types of leases Courtepaille restaurants Générale de Santé facilities Quick restaurants
Conditions for renewal
or purchase options
Renewal at the end
of lease period
Renewal at the end
of lease period
Renewal at end of lease
period under the same terms
as initial lease
In line with the changes in the
rental reference index (IRL),
the construction cost index
Indexing clauses In line with the change in the commercial
rent index (ILC)
(ICC) and the building index
(BT01)
In line with the change in the
commercial rent index (ILC)
Term Firm 12-year lease Firm 12-year lease(1) Firm 12-year lease

(1) Excluding SCI Nouvelle V. Hugo, where the construction lease is 30 years, without renewal.

Types of leases Jardiland stores Sunparks sites B&B and NH hotels
Conditions for renewal or
purchase options
Renewal for a period of nine years
For the first renewal, the tenant commits to a
fixed and irreducible term of six years
From the second renewal, the tenant has the
option to terminate the lease at the end of
each triennial period
Proposal for renewal
15xmonths before the
expiration date for a
ten-year term
Renewal at end
of lease period
Indexing clauses In line with the change in
the commercial rent index (ILC)
In line with the change in the
healthcare index published by
Moniteur Belge
In line with the change in the
local consumer price index
(VPI)
Term Firm 12-year lease Firm 15-year lease Firm 20-year lease

2.2.6.3.2.2. Minimum payments to receive for non-terminable simple operating lease agreements

(€M) Offices France Service Sector
Less than one year 241,4 111,9
One to five years 700,9 460,1
Over five years 398,2 573,5
TOTAL 1,340,5 1,145,5

2.2.6.4. Related-Party transactions

The information mentioned below concerns the main related-parties, namely equity affiliates.

Detail of related-party transactions

Partner Type of partner Operating income Net financial
income
Balance
sheet
Comments
Cœur d'Orly Equity affiliates 293 181 13,420 Monitoring projects and investments
Euromed Equity affiliates 0 231 43,577 Monitoring projects and investments
Latécoère Equity affiliates 209 10 837 Asset, loan fees
Lénovilla Equity affiliates 14 0 35,319 Asset, loan fees

2.2.6.5. Management remuneration

In case of involuntary departure, an indemnity will be awarded to the following managers:

w Christophe Kullman (Chief Executive Officer):

The indemnity will be calculated on the total remuneration as at the day of departure, in the amount of one year plus one month per year of service, up to a maximum of 24 months.

2.2.7. SEGMENT REPORTING

Based on the internal organisation of the Group, and in accordance with the requirements of IFRS 8, the operating segments of Foncière des Régions are:

  • w France Offices
  • w Italy Offices
  • w Service Sector
  • w Residential
  • w Car Parks
  • w Corporate.

2.2.7.1. Intangible fixed assets

w Olivier Esteve (Deputy Chief Executive):

The indemnity will be equal to 12 months' salary (fixed and variable) increased by one month for each year of service, limited in total to 24 months' salary.

w Aldo Mazzocco's Italian employment contract and his corporate mandate of Deputy Director of Beni Stabili stipulate the payment of an involuntary departure indemnity of an amount equivalent to 30 months' remuneration.

As at 30 June 2014, the Logistics segment disappeared from segment reporting and is now reclassified under "discontinued operations". The detail of "discontinued operations" is presented in the financial statements (balance sheet and net income statement).

The financial data presented for the segment-based information follows the same accounting rules as for the consolidated financial statements.

2013
(€K)
Offices France Offices Italy Logistics –
discontinued
operations
Service Sector Residential Car Parks Total
Concessions and
other fixed assets
1,673 1,128 0 0 552 150,815 154,168
NET 1,673 1,128 0 0 552 150,815 154,168
2014
(€K)
Offices France Offices Italy Service Sector Residential Car Parks Total
Concessions and
other fixed assets
1,611 1,151 4 351 147,644 150,761
NET 1,611 1,151 4 351 147,644 150,761

2.2.7.2. Tangible fixed assets

2013
(€K) Offices France Offices Italy Logistics Service Sector Residential Car Parks Total
Operating properties 45,627 19,195 0 0 6,004 25,429 96,255
Other fixed assets 2,015 1,381 14 344 2,381 485 6,620
Fixed assets
in progress
2,034 0 1 0 2,846 416 5,297
NET 49,676 20,576 15 344 11,231 26,330 108,172
2014
(€K)
Offices France Offices Italy Service Sector Residential Car Parks Total
Operating properties 44,974 18,948 1 5,895 24,956 94,774
Other tangible fixed assets 2,062 1,306 363 2,252 455 6,438
Fixed assets
in progress
4,403 0 250 0 419 5,072
NET 51,439 20,254 614 8,147 25,830 106,284

2.2.7.3. Investment properties/Properties held for sale

2013
(€K)
Offices France Offices Italy Logistics Service Sector Residential Car Parks Total
Investment properties 3,638,251 3,611,315 556,162 2,989,471 3,031,092 0 13,826,291
Operating assets held
for sale
319,685 195,717 210,490 213,342 257,261 0 1,196,495
Properties under
development
137,224 258,300 24,275 29,198 22,250 0 471,247
TOTAL 4,095,160 4,065,332 790,927 3,232,011 3,310,603 0 15,494,033
2014
(€K)
Offices France Offices Italy Service Sector Residential Car Parks Total
Investment properties 3,559,022 3,576,690 3,094,567 3,077,891 0 13,308,170
Operating assets held
for sale
284,689 180,358 78,025 308,195 0 851,267
Properties under
development
219,225 239,400 13,969 22,750 0 495,344
TOTAL 4,062,936 3,996,448 3,186,561 3,408,836 0 14,654,781

2.2.7.4. Financial investments

2013
(€K)
Offices
France
Offices
Italy
Logistics Service
Sector
Residential Car Parks Corporate Total
Loans 80,316 0 37 6,790 272 517 0 87,932
Other financial
assets
0 39,994 0 -2 2,379 1,485 18,109 61,965
Finance lease
receivables
0 0 0 0 0 0 2,506 2,506
Receivables on
disposals of
financial assets
0 3,221 0 0 0 0 0 3,221
Equity affiliates 109,301 3,659 0 71,804 0 0 0 184,764
NET 189,617 46,874 37 78,592 2,651 2,002 20,615 340,388
2014
(€K)
Offices
France
Offices
Italy
Service
Sector
Residential Car Parks Corporate Total
Loans 113,570 0 6,776 15,266 34 0 135,646
Other financial
assets
0 37,518 -2 2,200 1,485 16,632 57,833
Finance leases 0 0 0 0 0 2,390 2,390
Receivables on
disposals of
financial assets
0 3,348 0 551 0 0 3,899
Investments in equity
affiliates
112,780 2,437 68,871 0 0 0 184,088
NET 226,350 43,303 75,645 18,017 1,519 19,022 383,856

2.2.7.5. Inventories and work-in-progress

2013
(€K)
Offices
France
Offices
Italy
Logistics Service
Sector
Residential Car Parks Total
Inventories and work-in-progress 1,340 72,647 0 0 5,712 334 80,033
TOTAL 1,340 72,647 0 0 5,712 334 80,033
2014
(€K)
Offices
France
Offices
Italy
Service
Sector
Residential Car Parks Total
Inventories and work-in-progress 874 72,447 0 8,198 176 81,695
TOTAL 874 72,447 0 8,198 176 81,695

2.2.7.6. Financial liabilities

2013
(€K)
Offices
France
Offices
Italy
Logistics Service
Sector
Residential Car Parks Corporate Total
Total interest
bearing loans
741,994 2,125,147 0 1,280,136 1,604,437 85,783 1,682,142 7,519,639
Total short-term
interest-bearing
loans
15,839 222,339 23 217,401 164,444 3,818 355,058 978,922
TOTAL
LT
AND ST LOANS
757,833 2,347,486 23 1,497,537 1,768,881 89,601 2,037,200 8,498,561
2014
(€K)
Offices
France
Offices
Italy
Service
Sector
Residential Car Parks Corporate Total
Total interest
bearing loans
744,262 2,296,788 1,491,574 1,757,219 84,741 1,568,618 7,943,202
Total short-term
interest-bearing
loans
142,987 51,921 39,770 169,135 10,791 397,206 811,810
TOTAL
LT
AND ST LOANS
887,249 2,348,709 1,531,344 1,926,354 95,532 1,965,824 8,755,012

2.2.7.7. Derivatives

2013
(€K)
Offices
France
Offices
Italy
Logistics Service
Sector
Residential Car Parks Corporate Total
Financial
instruments –
assets
1,631 0 0 10,613 8,164 148 2,562 23,118
Financial
instruments –
liabilities
24,353 113,965 36,619 141,966 65,215 11,584 176,900 570,602
NET
FINAN
CIAL
INSTR
UMENTS
22,722 113,965 36,619 131,353 57,051 11,436 174,338 547,484
2014
(€K)
Offices
France
Offices
Italy
Service
Sector
Residential Car Parks Corporate Total
Financial
instruments –
assets
246 0 4,403 6,389 27 33,558 44,623
Financial
instruments –
liabilities
30,584 162,275 148,141 72,968 12,701 243,577 670,246
NET
FINAN
CIAL
INSTR
UMENTS
30,338 162,275 143,738 66,579 12,674 210,019 625,623

2.2.7.8. Net income

2013
(€K)
Offices France Offices Italy Service
Sector
Residential Logistics Parking facilities Corporate 30/06/2013
Rental income 131,685 116,341 101,557 0 31,690 0 0 381,273
Unrecovered rental costs -3,974 -11,918 -68 0 -2,763 0 0 -18,723
Expenses on properties -781 -5,074 -73 0 -1,296 0 -15 -7,239
Net expenses on unrecoverable
receivables
234 -3,384 0 0 -1,154 0 0 -4,304
Net rental income 127,164 95,965 101,416 0 26,477 0 -15 351,007
Management and administration
revenues
2,679 4,430 947 0 466 0 744 9,266
Activity-related costs -991 -254 -695 0 -422 0 0 -2,362
Committed fixed costs -8,616 -12,683 -2,247 0 -1,702 0 -9,285 -34,533
Development costs -181 0 0 0 0 0 0 -181
Net operating costs -7,109 -8,507 -1,995 0 -1,658 0 -8,541 -27,810
Income from other activities 2,917 0 0 0 0 18,044 5 20,966
Expenses of other activities 0 0 0 0 0 -11,965 -948 -12,913
Income from other activities 2,917 0 0 0 0 6,079 -943 8,053
Depreciation of operating assets -1,966 -489 0 0 -4 -4,860 -7 -7,326
Net change in provisions and other 5,506 -1,094 -5,913 0 384 -1,144 6,399 4,138
CURRENT
OPERATING
INCOME
126,512 85,875 93,508 0 25,199 75 -3,107 328,062
Income from disposals of
trading properties
6 1,700 0 0 0 0 0 1,706
Net change in trading properties -304 -3,019 0 0 0 -11 0 -3,334
Net gain (loss) on disposal from
trading properties
-298 -1,319 0 0 0 -11 0 -1,628
Proceeds from asset disposals 97,492 67,698 82,864 0 0 0 0 248,054
Carrying value of investment
properties sold
-100,168 -64,060 -82,471 0 -574 0 0 -247,273
Gain (loss) from asset disposals -2,676 3,638 393 0 -574 0 0 781
Gains in value of investment properties 51,225 21,123 43,401 0 187 0 0 115,936
Losses in value of investment properties -18,073 -34,373 -21,537 0 -15,587 0 0 -89,570
Net valuation gains and losses 33,152 -13,250 21,864 0 -15,400 0 0 26,366
Income from disposal of securities 0 0 0 0 0 0 0 0
Income from changes in consolidation
scope
3,180 0 0 0 0 0 0 3,180
OPERATING
INCOME (LOSS
)
159,870 74,944 115,765 0 9,225 64 -3,107 356,761
Income from non consolidated affiliates 32 0 0 0 0 0 8,866 8,898
Net financing cost 7,619 -56,669 -27,960 0 -14,830 -1,937 -46,033 -139,810
Value adjustment on derivatives 39,736 -9,669 31,247 0 10,123 2,968 0 74,405
Discounting of liabilities
and receivables
-1,211 -69 -162 0 21 0 0 -1,421
Net change in financial
and other provisions
-2,263 -7,664 -2,696 0 -235 -101 0 -12,959
Share in earnings of affiliates 4,826 299 3,366 16,519 0 0 0 25,010
NET
INCOME (LOSS
) BEFORE
TAX
208,609 1,172 119,560 16,519 4,304 994 -40,274 310,884

Inter-segment transactions, which consist primarily of management fees, have been eliminated from this presentation.

Notes to the condensed consolidated financial statements

2

2014
(€K)
Offices France Offices Italy Service
Sector
Residential Parking
facilities
Corporate 30/06/2014
Rental income 127,625 115,938 96,048 98,568 0 0 438,179
Unrecovered rental costs -2,870 -11,983 -127 -3,929 0 0 -18,909
Expenses on properties -582 -3,485 -46 -8,133 0 -3 -12,249
Net expenses on unrecoverable
receivables -92 -1,642 0 -1,373 0 0 -3,107
Net rental income 124,081 98,828 95,875 85,133 0 -3 403,914
Management and administration
income
2,559 5,118 1,034 2,232 0 716 11,659
Business expenses -969 0 -1,239 -544 0 0 -2,752
Overhead -7,697 -11,793 -1,889 -17,279 0 -11,695 -50,353
Development costs -129 0 -56 0 0 0 -185
Net operating costs -6,236 -6,675 -2,150 -15,591 0 -10,979 -41,631
Income from other activities 7,025 0 0 1,230 18,709 237 27,201
Expenses of other activities 0 0 0 -958 -12,986 -62 -14,006
Income from other activities 7,025 0 0 272 5,723 175 13,195
Depreciation of operating assets -1,414 -468 0 -772 -5,283 -6 -7,943
Net change in provisions and other 6,078 -1,392 -7,287 -2,218 -869 5,735 -1,630
CURRENT
OPERATING
INCOME
129,534 90,293 86,438 66,824 -429 -5,078 365,905
Income from disposals of
trading properties
342 112 0 691 0 0 1,145
Net change in trading properties -466 -211 0 -1,046 -36 0 -1,759
Net gain (loss) on disposal from
trading properties
-124 -99 0 -355 -36 0 -614
Income from asset disposals 130,754 80,940 134,990 55,182 0 0 401,866
Carrying value of investment
properties sold
-133,398 -80,454 -135,546 -55,717 0 0 -405,115
Net gain (loss) from asset disposals -2,644 486 -556 -535 0 0 -3,249
Gains in value of investment properties 54,891 23,660 19,868 53,050 0 0 151,469
Losses in value of investment properties -20,297 -35,265 -5,396 -17,781 0 0 -78,739
Net valuation gains and losses 34,594 -11,605 14,472 35,269 0 0 72,730
Income from disposal of securities 0 0 0 -287 0 0 -287
Income from changes in scope 0 0 0 0 0 0 0
OPERATING
INCOME (LOSS
)
161,360 79,075 100,354 100,916 -465 -5,078 434,485
Net income of non-consolidated
affiliates
23 0 0 0 0 0 23
Net financing cost -7,475 -51,781 -26,944 -28,706 -1,927 -23,429 -145,711
Value adjustment on derivatives -84,191 -77,770 -35,864 -11,509 -2,286 0 -211,620
Discounting of liabilities
and receivables
-1,479 -2,478 -83 0 0 0 -4,040
Net change in financial
and other provisions
-3,762 -11,291 -1,911 -4,865 -103 0 -21,932
Share in earnings of affiliates 9,041 388 944 0 0 0 10,372
NET
INCOME (LOSS
) BEFORE
TAX
73,517 -63,857 36,496 55,836 -4,781 -28,507 61,578

Given its disengagement in the Logistics segment with the disposal of nearly 63% of its portfolio over the first half of 2014, starting from 1 January 2014, this segment is presented under "discontinued operations" and is no longer listed in segment reporting for 2014. The contribution of this segment in the income statement can be read directly in the net income statement (discontinued operations).

2.2.8. SUBSEQUENT EVENTS

2.2.8.1. Italy Offices segment

In June 2014, the Board of Directors of Beni Stabili decided to restructure the IMSER 60 debt (portfolio of properties rented to Telecom Italia).

A €150 million capital increase has been planned as part of this transaction (including premiums) in July 2014 as well as the implementation of two bank borrowings of €500 million.

The anticipated initial securitised debt reimbursement will be €650 million (including fees).

In May 2014, Beni Stabili Gestioni SGR, Banca Fimat and Polaris Real Estate SGR signed a letter of intent to create a joint-venture to which Beni Stabili Gestioni SGR securities will be contributed.

The company will be 17.9% held by Beni Stabili and 50.20% by Banca Fimat.

This transaction will take effect during the second half of 2014.

2.2.8.2. Residential segment

2.2.8.2.1. Disposals

A disposal of 1,924 residential units took place on 1 July 2014 pertaining to assets under contract totalling €102 million.

2.2.8.2.2. Signature of a purchase agreement

On 20 June 2014, Foncière Développement Logements signed a purchase agreement through its German subsidiary Immeo AG on a portfolio of 3,400 residential units located in Berlin and Dresden for approximately €240 million, taxes and duties included. This acquisition, signed subject to conditions precedent of the German competition authorities, should be finalised by the third quarter of 2014.

It will be financed in part by bank debt and in part through a capital increase of Immeo AG.

2.2.8.2.3. Disposal of the German subsidiary Immeo Wohnen AG

On 9 July 2014, Foncière Développement Logements sold the shares of its German subsidiary Immeo AG to its main shareholders (Foncière des Régions 59.7%, Crédit Agricole Assurances 15.1%, Cardif Assurance Vie 13.7% and Generali 8.9%) for up to their share of Foncière Développement Logements's capital. This transaction went into effect on 9 July 2014.

Batisica granted balance of sale financing for this disposal to the buyers. This financing was transferred to Foncière Développement Logements through a distribution and reduction of the capital of Batisica and of Foncière Développement Logements Deutschland.

Foncière Développement Logements is offering shareholders who do not wish to participate in this transaction (2.6%) to buy back their share through the implementation of a public share buyback offer (OPRA).

To this end, on 23 June 2014, Foncière Développement Logements filed a notification with the French financial markets authority (Autorité des marchés financiers, or "AMF") presenting a public buyback offer for its treasury shares.

On 8 July 2014, the AMF agreed that the share buyback offer filed by Foncière Développement Logements is in compliance.

The launch of the share buyback offer for 1,821,261 shares at €7.85 per share will take place from 8 July to 27 August 2014. A centralisation will take place on 8 September and all of the shares contributed will be cancelled.

2.2.9. SCOPE OF CONSOLIDATION

2.2.9.1. Additions to the scope of consolidation

2.2.9.1.1. Italy Offices segment

w B.S. Engineering S.R.L. full consolidation, percentage held 100%.

2.2.9.1.2. Service Sector segment

w Stadhouderskade Amsterdam BV: full consolidation, percentage held 100%.

This company has an NH hotel located in Amsterdam's city centre. The acquisition price was €48.3 million. This transaction was handled as an asset deal.

w Creation of the company "NH Amsterdam Center Hôtel HLD" to acquire the shares of Stadhouderskade Amsterdam BV.

This company is fully consolidated, percentage held 100%.

2.2.9.1.3. Residential segment

  • w Immeo Berlin C GmbH: full consolidation, percentage held 94.65%.
  • w Immeo Dansk Holdings Aps: full consolidation, percentage held 99.73%.
  • w Immeo Berlin C GmbH acquired a portfolio of assets in Berlin.

2.2.9.2. Removals from the scope of consolidation

2.2.9.2.1. Logistics segment

w Disposal of Garonor France 3, Melun 7 and 9 and nine German companies on 2 June 2014.

2.2.9.2.2. Residential segment

w Immeo Rewo Holding GmbH.

2.2.9.3. Internal restructuring

2.2.9.3.1. France Offices segment

  • w SCI at 32/50 rue Parmentier: full transfer of the assets into Foncière des Régions.
  • w SCI at 1 rue de Verdun: full transfer of the assets into SAS Blériot.

2.2.9.3.2. Service Sector segment

  • w Simplified mergers of Castel Immo, Pontlier Tironneau and SCI De La Noue with Foncière des Murs SCA on 26 May 2014 with retroactive effect as of 1 January 2014.
  • w Full transfer of assets (TUP) of Nouvelle Lacépède, Nouvelle Victor Hugo, 105-107 avenue Victor Hugo and Kérinou Immobilier into Foncière des Murs on 30 June 2014.

2.2.9.4. Change in percentage held and/or change in consolidation method

2.2.9.4.1. France Offices segment

w Following the acquisition of Immeo Rewo Holding GmbH shares by Foncière des Régions through Immobilien GmbH, an indirect subsidiary of Foncière Développement Logements, the company is now wholly owned.

Statutory auditors' report of the half-yearly financial information

For the period from January 1 to June 30, 2014

This is a free translation into English of the statutory auditors' review report on the half-yearly financial information issued in French and is provided solely for the convenience of English-speaking users. This report includes information relating to the specific verification of information given in the group's half-yearly management report. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.

To the Shareholders,

In compliance with the assignment entrusted to us by your annual general meetings and in accordance with the requirements of article L. 451-1-2 III of the French monetary and financial code («Code monétaire et financier»), we hereby report to you on:

  • w the review of the accompanying condensed half-yearly consolidated financial statements of Foncière des Régions, for the period from January 1 to June 30, 2014,
  • w the verification of the information presented in the half-yearly management report.

These condensed half-yearly consolidated financial statements are the responsibility of the board of directors. Our role is to express a conclusion on these financial statements based on our review.

1. Conclusion on the financial statements

We conducted our review in accordance with professional standards applicable in France. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed half-yearly consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 – standard of the IFRSs as adopted by the European Union applicable to interim financial information.

2. Specific verification

We have also verified the information presented in the half-yearly management report on the condensed half-yearly consolidated financial statements subject to our review.

We have no matters to report as to its fair presentation and consistency with the condensed half-yearly consolidated financial statements.

Courbevoie and Paris–La Défense, July 25, 2014

The statutory auditors French original signed by

MAZARS ERNST & YOUNG et Autres

Gilles Magnan Sophie Duval

Foncière des Régions – 2014 First-Half Financial Report 111

Certification of the preparer

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.

6 August 2014

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

5.DEFINITIONS, ACRONYMS AND ABBREVIATIONS USED

Cost of development projects

This indicator is calculated including interest costs. It includes the costs of the property and costs of construction.

Debt interest rate

w Average cost:

Financial Cost of Bank Debt for the period + Financial Cost of Hedges for the period Average bank debt outstanding in the year

w Spot rate: Definition equivalent to average interest rate over a period of time restricted to the last day of the period.

Definition of the acronyms and abbreviations used:

  • w MR: Major Regional Cities, i.e. Bordeaux, Grenoble, Lille, Lyon, Metz, Aix-Marseille, Montpellier, Nantes, Nice, Rennes, Strasbourg and Toulouse
  • w ED: Excluding Duties
  • w ID: Including Duties
  • w IDF: Paris region (Île-de-France)
  • w ILAT: French office rental index
  • w CCI: Construction Cost Index
  • w CPI: Consumer Price Index
  • w RRI: Rental Reference Index
  • w PACA: Provence-Alpes-Côte-d'Azur
  • w LFL: Like-for-Like
  • w GS: Group share
  • w CBD: Central Business District
  • w Rtn: Yield
  • w Chg: Change
  • w MRV: Market Rental Value

Firm residual term of leases

Average outstanding period remaining of a lease calculated from the date a tenant first takes up an exit option.

Green Assets

Green' buildings, according to IPD, are those where the building and/or its operating status are certified as HQE, BREEAM, LEED, etc. And/or which have a recognised level of energy performance such as the BBC-effinergier, HPE, THPE or RT Global certifications.

Like-for-like change in value

This indicator is used to compare asset values from one financial year to another without accounting for changes in scope, such as acquisitions, disposals, development projects, etc.

Change in value as shown in the portfolio table is a figure that includes work carried out on existing assets. The restated like-for-like change in value of this work is cited in the comments section.

Loan To Value (LTV)

The LTV calculation is detailed in Part 7 "Financial Resources".

Net asset value per share (NAV/share), and Triple Net NAV per share

NAV per share (Triple Net NAV per share) is calculated pursuant to the EPRA recommendations, based on the shares outstanding as at year-end (excluding treasury shares) and adjusted for the effect of dilution.

Occupancy rate

The occupancy rate corresponds to the spot financial occupancy rate at the end of the period and is calculated using the following formula:

1– Loss of rental income through vacancies (calculated at MRV) Rental income of occupied assets + loss of rental income

This indicator is calculated solely for properties on which asset management work has been done and therefore does not include assets available under pre-leasing agreements. Occupancy rate are are calculated using annualized data.

Operating assets

Properties leased or available for rent and actively marketed.

Portfolio

The portfolio presented includes investment properties, properties under development, as well as operating properties and properties in inventory for each of the entities, stated at their fair value. For offices in France, the portfolio includes asset valuations of DS Campus, Euromed and New Vélizy, which are consolidated under the equity method.

Projects

  • w Committed project: these are projects for which promotion or built contracts, work has begun and has not yet been completed at the closing date. They might pertain to VEFA (pre-construction) projects or to the repositioning of existing assets.
  • w Controlled project: these are projects that might be undertaken. In other words, projects for which the decision to launch operations has not been finalized.

Recurring Net Income EPRA per share (RNI/share)

Recurring Net Income per share is calculated pursuant to the EPRA recommendations, based on the average number of shares outstanding (excluding treasury shares) over the period under consideration and adjusted for the effect of dilution.

Rental Income

  • w Recorded rent corresponds to gross rental income accounted for over the year by taking into account deferment of any relief granted to tenants, in accordance with IFRS standards.
  • w The like-for-like rental income posted allows comparisons to be made between rental income from one year to the next, before taking changes to the portfolio (e.g. Acquisitions, disposals, building works and development deliveries) into account. This indicator is based on assets in operation, i.e. Properties leased or available for rent and actively marketed.
  • w Annualised rental income corresponds to the gross amount of guaranteed rent for the full year based on existing assets at the period end, excluding any relief.

Surface

  • w SHON: Gross surface.
  • w SUB: Gross used surface.

Unpaid rent (%)

Unpaid rent corresponds to the net difference between charges, reversals and unrecoverable loss of income divided by rent invoiced. These appear directly in the income statement under net cost of unrecoverable income (except in Italy for which not relating to unpaid rents were retired)

Yields/return

w The portfolio returns are calculated according to the following formula:

Gross annualised rent (not corrected for vacancy) Value excl. duties for the relevant scope (operating or development)

w The returns on asset disposals or acquisitions are calculated according to the following formula:

Gross annualised rent (not corrected for vacancy)

Acquisition or disposal value excl. duties

FONCIÈRE DES RÉGIONS

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