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Fabege

Quarterly Report Oct 16, 2012

2914_10-q_2012-10-16_f9835ae2-d9f3-4b5a-9957-c40d0a043d09.pdf

Quarterly Report

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  • Profit from property management increased to SEK 436m (403), and rental income increased to SEK 1,389m (1,346). The year-on-year change was due to growth through positive net lettings and completed projects.
  • Realised and unrealised changes in value amounted to SEK 1,210m (855), of which gains from property development in the project portfolio accounted for SEK 617m (200). The negative fair value of the derivative portfolio increased by SEK –133m (–236).
  • The result before tax increased to SEK 1,492m (987).
  • After-tax profit for the period amounted to SEK –708m (728), corresponding to earnings per share of SEK –4.36 (4.47), following a provision of SEK 1,900m for ongoing tax matters.
  • Net lettings amounted to SEK 146m (111).

2012 Interim Report January–September

Summary, SEKm 2012
July–Sep
2011
July–Sep
2012
Jan–Sep
2011
Jan–Sep
Rental income 469 452 1,389 1,346
Running costs and central costs –148 –159 –477 –484
Net financial items (excl. changes in value) –167 –160 –476 –459
Profit from property management activities 154 133 436 403
Changes in value 11 –39 1,056 584
Tax –47 –22 –2,200 –259
Profit/loss after tax 118 72 –708 728
Surplus ratio, % 72 69 69 68
Equity/assets ratio, % 32 38
Equity per share, SEK 66 71
Return on equity, % –8.4 8.5

Chief executive's review

Fabege's financial year has developed well to date this year. The positive trend is being maintained, with net letting that remains strong, growth in property management result and strong contributions from all areas of activity.

Fabege's rental income continues to rise, with a positive net inflow. The recent years' healthy net rentals and project completions are contributing to this trend. At the same time, we are continuing to streamline costs by reducing energy consumption and through more efficient purchasing. Fabege's largest cost item, interest expense, is also stable and is currently largely tied at low interest rates. Consequently, we can look forward to an increasing property management result in the future.

Projects are progressing as planned. In September, Vattenfall moved into its newly produced offices in Arenastaden. Our second largest project in Arenastaden, the Sjökvarteret block in Uarda 1 is being prepared to receive new tenants by the end of the year. The major City projects in the Apotekaren and Klamparen blocks are also in their final phase. All projects have progressed well; the cost parameters have been maintained; and, in many cases, the rents have been negotiated at higher levels than initially expected. Together, the projects have generated excellent value growth during the year. We have also started two new major projects in Solna

Strand and Hammarby Sjöstad, which will continue until mid-2014. The projects have an initial occupancy rate of 91 and 71 per cent, respectively. It is also gratifying to see the development of Arenastaden. Major investments are in progress, the city district is beginning to take shape and we foresee an increase in interest from companies that want to establish in Arenastaden.

Net rentals remain favourable, albeit not as strong as in the preceding quarter. We prematurely renegotiated the lease with our largest tenant, Coop, at Solna Business Park. The total leased space has been reduced, which had an impact on net rentals. However, we are very satisfied to have extended the agreement until 2020.

While the general growth rate in Sweden is low, Fabege continues its positive trend. Stockholm is expanding and the number of people employed in offices in Stockholm is rising, while the increase in new office space is limited. In the central business district, vacancies are currently very low and we see a continued decline in vacancies in prime suburban locations. Companies are demanding quality, com-

Fabege's business model

Acquisitions

bined with modern, flexible offices in locations with excellent transport links. Fabege's collective portfolio, with attractive central locations and modern properties, favourably matches future demand. Accordingly, I expect our portfolio to provide us with great potential to continue delivering excellent earnings from our property management, as well as our property development and transactions.

CHRISTIAN HERMELIN Chief Executive Officer

Create growth

TRANSAcTIONs property management

Close to the customer

Property management is Fabege's main business area. The properties are managed by an efficient in-house organisation, which is divided into separate property management areas. Each area has a large degree of individual responsibility to ensure a high degree of commitment and proximity to the customer. The company's customer-facing property management activities are designed to support a high occupancy rate and encourage customers to remain with Fabege. Satisfied customers help to improve our net operating income. Property Management

Adding value

Property development in properties with growth potential is a key element of Fabege's business model, helping to add value. In addition to developing and improving acquired properties, Fabege already has a number of development and project properties in its portfolio, and seeks to develop its potential as market conditions permit. The volume of projects is adapted to market demand. New builds and more extensive development projects are always based on the principles defined in the EU GreenBuilding programme. Property Development

property development

Concentrating the portfolio Fabege aims to sell properties that are located outside its concentrated property management units or portfolio.

Fabege aims to acquire properties that offer better growth opportunities than existing investment properties in its portfolio. As a significant player in a number of select sub-markets, Fabege has acquired in-depth experience and knowledge about the markets, plans for development, other players and individual properties. The company continuously monitors and analyses developments with a view to exploiting opportunities to develop its property

have limited prospects for further growth. Location, condition and vacancies are key factors determining the growth potential of a property. A fully let property with modern and efficient premises that is deemed to have limited potential for rent increases and capital growth could thus become a candidate for divestment. Sales

Results2)

The quarter in brief1)

QUARTER 3 July–September 2012

  • The rental market remained strong with healthy demand for office premises in Stockholm.
  • New lettings amounted to SEK 48m (62). During the quarter, several new leases were signed in the project portfolio. Net lettings amounted to SEK 15m (51).
  • Profit from property management amounted to SEK 154m (133). Increased rental income from strong net lettings and completed projects was offset by somewhat higher operating expenses and net interest expense due to greater indebtedness.
  • The surplus ratio amounted to 72 per cent (69).
  • The property portfolio showed continued unrealised value growth of SEK 255m (231), of which projects accounted for SEK 102m (70).
  • Due to decreasing long-term interest rates the negative fair value of the derivative portfolio increased by SEK 233m.
  • Interest rates were hedged on a further SEK 2bn through interest-rate swaps extending over five and seven years, respectively.
  • After-tax profit for the quarter amounted to SEK 118m (72).
  • 1) The comparison figures for income and expense items relate to values for the period July–September 2011 and for balance sheet items as at 31 December 2011.

During the first nine months of the year, property management made a significant contribution to Fabege's total profit, as did property development and transaction activities. Following the SAC's verdict in what is known as the Cyprus case, Fabege decided to make a provision of SEK 1,900m for ongoing tax matters, which was charged to the profit in the second quarter.

REVENUES AND EARNINGS

Profit for the period before tax amounted SEK 1,492m (987). Profit for the period after tax amounted SEK –708m (728) following a provision of SEK 1,900m for ongoing tax matters. An improvement in net operating income and positive value changes in the property portfolio contributed to a year-on-year improvement in profit before tax, despite an increase in the negative fair value of the derivative portfolio. Earnings per share after tax amounted to SEK –4.36 (4.47).

Despite a smaller portfolio, rental income rose to SEK 1,389m (1,346) and net operating income increased to SEK 953m (909). The increase in rental income was attributable to positive net lettings and completed project properties. The surplus ratio increased to 69 per cent (68). In a comparable portfolio, rental income and operating income increased with more than 5 per cent. Positive net lettings will continue to generate gradual growth in rental income in 2012 and early 2013.

Realised changes in the value of properties amounted to SEK 146m (83), and unrealised changes in value totalled SEK 1,064m (772). The SEK 447m unrealised change in the value of the portfolio of investment properties was primarily attributable to properties with potential for an increase in rent levels and a reduction in vacancy rates as well as a slightly lower required yield. The project portfolio contributed to an unrealised value change of SEK 617m, which was primarily attributable to contributions of profit from property development in the major ongoing project properties.

Share in profit of associated companies amounted to SEK 0m (1). Changes in the value of interest-rate derivatives and equities amounted to SEK –154m (–271), and net interest expense increased to SEK –476m (–460) mainly due to an increase in indebtedness.

Business model's contribution to earnings

SEKm Jan–Sep
2012
Jan–Sep
2011
Profit from Property Management 459 420
Changes in value (portfolio of
investment properties)
447 572
Contribution from Property
­Management
906 992
Profit from Property Management –23 –17
Changes in value (profit from Property
Development)
617 200
Contribution from Property
­Development
594 183
Contribution from Transactions
(Realised changes in value)
146 83
Total contribution to the business 1,646 1,258

TAX

The expenses for the period amounted to SEK –2,200m (–259), of which SEK -1,900m pertained to a provision for ongoing tax matters. Operating taxes are calculated at a rate of 26.3 per cent on taxable earnings. Property sales resulted in combined deferred tax revenue of SEK 50m.

CASH FLOW

Profit contributed SEK 598m (480) to liquidity. After a change of SEK –179m (1,169) in working capital, which varies primarily as a result of the impact of occupancy/final settlement for acquired, the liquidity of operating activities changed by SEK 419m (1,649). Acquisitions of and investments in properties exceeded sales by SEK 1,447m (1,262). Accordingly, the total change in liquidity resulting from operating activities was SEK –1,028m (387). A dividend payment of SEK 487m (489) was charged to cash flow during the period. After the increase in debt, consolidated cash and cash equivalents totalled SEK 101m (138).

FINANCING

Fabege employs long-term credit lines with fixed terms and conditions. At 30 September 2012, these had an average maturity of 5.3 years. The company's lenders are the major Nordic banks.

2) The comparison figures for income and expense items relate to values for the period January–September 2011 and for balance sheet items as at 31 December 2011.

Interest-bearing liabilities at the end of the period totalled SEK 18,296m (16,755) and the average interest rate was 3.65 per cent excluding and 3.76 per cent including commitment fees on the undrawn portion of committed credit facilities.

The average fixed-rate period was 3.5 years, taking the effect of derivative instruments into account, while the average fixedrate period for variable-rate loans was 53 days. In view of the continued low interestrate scenario, Fabege elected in August to hedge the interest rates on a further SEK 2,000m of the loan portfolio for periods over five and seven years, respectively. Accordingly, the derivative portfolio comprises interest-rate swaps totalling SEK 7,000m with terms of maturity extending through 2021 and carrying fixed interest at annual rates of between 1.87 and 2.73 per cent before margins. Fabege also holds cancellable swaps totalling SEK 7,550m at interest rates ranging from 2.87 to 3.98 per cent before margins that mature between 2013 and 2018. Accordingly, interest rates on 80 per cent of Fabege's loan portfolio have been fixed using fixed-income derivatives.

The derivatives portfolio is measured at market value and the change in value is recognised in the profit and loss account. At 30 September 2012, the recognised negative fair value adjustment of the portfolio amounted to SEK 797m (664). The derivatives portfolio is measured at the present value of future cash flows. The change in value is of an accounting nature and has no impact on the company's cash flow. At the due date, the market value of derivative instruments is always zero.

Fabege has a commercial paper programme in an amount of SEK 5,000m. At the end of the quarter, outstanding commercial paper amounted to SEK 2,400m, compared with SEK 1,719m at the beginning of the year. Fabege has available long-term credit facilities covering all outstanding commercial paper at any given time. At 30 September 2012, the company had unutilised committed lines of credit of SEK 3,413m. At 30 September 2012, Fabege had a total of SEK 750m in bonds outstanding within the framework of its bond program, which was launched in December 2011. The programme, which has a limit of SEK 5,000m, was introduced via the co-owned company Svensk Fastighetsfinansiering AB (SFFAB). The bonds are secured by collateral in property mortgage deeds. SFFAB is jointly owned by Fabege, Wihlborgs, Peab and Brinova. Fabege owns 30 per cent of the company. The aim is to expand the company's financing base with a new source of financing.

Net financial items included nonrecurring expenses totalling SEK 9m, primarily pertaining to mortgage deeds.

The total loan volume includes SEK 1,511m in loans for projects, on which interest of SEK 30m is capitalised.

FINANCIAL POSITION AND NET ASSET VALUE

Shareholders' equity amounted to SEK 10,695m (11,890) at the end of the period and the equity/assets ratio was 32 per cent (39). Shareholders' equity per share totalled SEK 66 (73). Excluding deferred tax on fair value adjustments of properties, net asset value per share was SEK 78 (84).

Interest rate maturity structure 30 September 2012

Amount
SEKm
Average
interest rate
%
Share
%
< 1 year 4,890 5.76* 27
1–2 years 1,500 2.58 8
2–3 years 206 3.80 1
3–4 years 2,100 2.53 11
4–5 years 3,100 2.58 17
> 5 years 6,500 3.17 36
Total 18,296 3.65 100

* The average interest rate for the < 1 year period includes the margin for the entire debt portfolio because the Company's fixed-rate period is established using interest rate swaps, which

are traded without margins.

Loan maturity structure

30 September 2012

Credit agreement
SEKm
Drawn
SEKm
Certificate programme 5,000 2,400
< 1 year 4,034 3,213
1–2 years 4,328 710
2–3 years 6,180 5,280
3–4 years 2,040 2,040
4–5 years 151 151
> 5 years 4,976 4,502
Total 26,709 18,296

Property sales

Jan–Sep 2012 Lettable
Area Category area, sqm
Norrmalm Office 4,300
Hammarby
Sjöstad
Land 0
Hammarby
Sjöstad
Land 0
Total property sales 4,300

Property acquisitions

Jan–Sep 2012 Lettable
Properties Area Category area, sqm
Quarter 2
Islandet 3 Norrmalm Office 4,327
Jan–Sep 2012 Total property acquisitions 4,327

Operations

The rental market in Stockholm performed well during the period, hallmarked by declining vacancies and rising rents for modern properties in prime locations. Fabege reported continued strong net lettings in both management and project properties. The rate of investment was high and the property portfolio continued to show value growth.

FABEGE'S PROPERTY PORTFOLIO AND PROPERTY MANAGEMENT

Fabege's activities in Property Management and Property Development are concentrated to a few selected submarkets in and around Stockholm. Stockholm's inner city, Solna and Hammarby Sjöstad are the company's principal markets. At 30 September 2012, Fabege owned 97 properties with a total rental value of SEK 2,3bn, a lettable floor area of 1,2m sqm and a carrying amount of SEK 31.6bn, including development and project properties totalling SEK 6.6bn. The financial occupancy rate for the entire property portfolio, including project properties, was 91 per cent (90). The occupancy rate in the portfolio of investment properties was 93 per cent (92).

New lettings during the period totalled SEK 233m (161), while net lettings amounted to SEK 146m (111). Rents in negotiated contracts increased an average

of 4 per cent. Efforts to extend and renegotiate leases with existing customers were successful. During the period, several large leases were signed for premises in our project properties, the largest of which pertained to Skatteverket (net SEK 60m). Several major leases were signed during the third quarter, including ones with Apoteket and Jones Lang Lasalle. Several minor leases were also signed in the portfolio of investment properties. The lease with Coop was renegotiated prematurely. The new lease extends over eight years and gives rise to a slight increase in the rent level, at the same time as Coop vacates floor space corresponding to SEK 10m annually, which is included in net letting.

CHANGES IN THE PROPERTY PORTFOLIO

During the second quarter, an exchange transaction was completed with Gamla Livförsäkringsbolaget SEB Trygg Liv and the previously resolved divestment of land in Hammarby Sjöstad to Oscar Properties was finalised. No transactions were carried out in the third quarter. A total of three properties was divested for SEK 476m and the remaining 50 per cent of an already coowned property was acquired for SEK 150m. The transactions generated a profit of SEK 146m before taxes and SEK 196 after taxes.

CHANGES IN THE VALUE OF PROPERTIES

The entire property portfolio is externally valued at least once a year. A total of 30 per cent of Fabege's properties were externally valued at 30 September 2012 and the remaining properties were internally valued based on the latest valuations. The total market value at 30 September 2012 was SEK 31.6bn (29.2).

Unrealised changes in the value of properties amounted to SEK 1,064m (772). The average required yield has declined slightly since the year-end, although amounted to an unchanged 5.7 per cent (5.8 per 30 September 2011) when rounded off.

The SEK 447m (572) change in the value of the portfolio of investment properties was primarily attributable to rising rents and properties for which the risk of vacancies has declined. The project portfolio contributed to a value increase of SEK 617m (200) which was primarily attributable to earnings from property development in the major ongoing project properties.

PROJECTS AND INVESTMENTS

Fabege's project investments are designed to reduce vacancy rates and increase rents in the property portfolio, thereby improving cash flows and adding value. The development of properties is a key feature of Fabege's business model and should make a significant contribution to consolidated profit. The aim is to achieve a return of at least 20 per cent on invested capital.

In 2012, the ambition is to increase the rate of development in the project portfolio. Investments in existing properties and projects during the period totalled SEK 1,389m (915). The investments involved new builds, extensions and conversions.

Completed projects

During the first quarter 2012 the project in the property Bocken 39 (Lästmakargatan) was completed. The property has been transferred to the portfolio of investment properties.

Major ongoing projects

The project in the Uarda 5 property, Arenastaden, involving the construction of Vattenfall's new head office, underwent final inspection and Vattenfall moved into its new premises in September. The property will be transferred to the investment property portfolio in the fourth quarter.

The project in the Klamparen 10 property on Fleminggatan 12 has entered the final phase with adaptations being made for the remaining office tenants The property will be transferred to the investment property portfolio in the fourth quarter. The occupancy rate is 91 per cent.

The project in the Apotekaren 22 property at Tulegatan/Rådmansgatan is also in the final phase and will be transferred to the investment property portfolio in the fourth quarter. Following signing of additional leases, the occupancy rate in the project is now 88 per cent.

The office project in Uarda 1 (Sjökvarteret) in Arenastaden is also proceeding as planned. Installation work and tenant customisations are under way, and the property will be ready for occupancy by the end of 2012 and early 2013. Several new leases were signed during the quarter and the occupancy rate in the project is now 89 per cent.

The project in the Nöten 4 property, Solna Strand, concerning customisations on behalf of the Swedish Tax Agency, is proceeding as planned. Occupancy will take place in the first quarter of 2014.

In addition, the project involving the construction of the Skeppshandeln 1 property at Hammarby Sjöstad has commenced. The investment totals SEK 547m and includes a hotel, retail premises and offices. The property will be completed during second quarter 2014. The occupancy rate is 71 per cent.

SEGMENTREPORTING

During the first quarter, the now completed Bocken 39 property was transferred from Property Development to Property Management. Two properties (Nöten 4, Solna strand and Fenix 1, Norrmalm) were transferred from Property Management to Property Development following decisions concerning major investments and conversions.

In the third quarter, the Luma 1 property at Hammarby Sjöstad, which has

Distribution of market value 30 September 2012

All properties, SEK 31.6bn

Investment properties, SEK 25.0bn

Development properties, SEK 2.0bn

Project properties, SEK 4.6bn

undergone successive development over a period of several years, was transferred to Property Management.

The segment Property Management generated net operating income of SEK 864m (824), corresponding to a surplus ratio of 70 per cent (68). The occupancy rate was 93 per cent (92). Profit from Property Management amounted to SEK 459m (420). Realised and unrealised changes in value totalled SEK 481m (614).

The segment Property Development generated net operating income of SEK 89m (85), corresponding to a surplus ratio of 61 per cent (61). Profit from Property Management totalled SEK –23m (–17). Realised and unrealised changes in value amounted to SEK 729m (241).

Projects in progress >SEK 50m

30 September 2012

Property name Property type Area Completed Lettable
area, sqm
Occupancy
rate, area, %1)
Estimated
rental value,
SEKm2)
Carrying
amount,
SEKm
Estimated
investment,
SEKm
Of which,
accrued,
SEKm
Apotekaren 223) Office Norrmalm Q4-2012 31,599 91 90 1,267 260 209
Klamparen 10 Office Kungsholmen Q4-2012 22,530 91 66 910 245 215
Nöten 4 Office Solna strand Q1-2014 51,026 91 96 762 690 215
Skeppshandeln 1 Hotel Hammarby Sjöstad Q2-2014 13,683 71 40 87 545 27
Uarda 13) Office Arenastaden Q4-2012 41,079 73 78 738 535 359
Uarda 5 Office Arenastaden Q4-2012 44,500 100 106 1,575 1,050 931
Total 204,417 87 476 5,339 3,325 1,956
Other Land and Project properties 529
Other Development properties 684
Total Project, Land and Development
properties
6,552

1) Operational occupancy rate at 30 September 2012.

2) The annual rent for the largest projects in progress could increase to SEK 476m (fully let) from SEK 262m in annualised current rent as of 30 September 2012. 3) Information regarding area, rental value and carrying amount pertains to the entire property. The investment amount pertains to only a portion of the property.

Property portfolio

30 September 2012

30 September 2012 1 January – 30 September 2012
No. of
properties
Lettable area,
'000 sqm
Market value,
SEKm
Rental value2),
SEKm
Financial
occupancy
rate, %
Rental income,
SEKm
Property
expenses,
SEKm
Net operating
income, SEKm
Property holdings
Investment properties1) 70 934 25,019 1,921 93 1,278 –314 964
Development properties1) 8 66 1,950 142 69 66 –23 43
Land and Project properties1) 19 151 4,602 240 84 149 –32 117
Total 97 1,151 31,571 2,303 91 1,493 –369 1,124
of which, inner city 38 497 17,698 1,257 92 827 –207 620
of which, Solna 37 499 11,240 825 90 540 –118 422
of which, Hammarby Sjöstad 13 129 2,362 201 83 115 –39 76
of which, Other 9 26 271 20 86 11 –5 6
Total 97 1,151 31,571 2,303 91 1,493 –369 1,124
Expenses for lettings, project development and property administration –79
Total net operating income after expenses for lettings, project development and property administration 1,0453)

1) See definitions on page 9.

2) Time-limited deductions of approximately SEK 191m (in rolling annual rental value at 30 September 2012) have not been recognised in the rental value. The amount includes a considerable time-limited discount that applies until the end of the year.

3) The table refers to Fabege's property portfolio at 30 September 2012. Income and expenses are recognised as if the properties had been held during the entire period. The difference between recognised net operating income, SEK 1,045m, and net operating income in the profit and loss account, SEK 953m, is attributable to net operating income from divested properties being excluded and acquired/completed properties being adjusted upwards as if they had been owned/completed throughout the January–September 2012 period. The large difference is due to a considerable time-limited discount that applies until the end of the year and that has reduced rental income in the actual outcome.

Segment report (summary)1)

SEKm Management
properties
Jan–Sep 2012
Development
properties
Jan–Sep 2012
Total
Jan–Sep 2012
Management
properties
Jan–Sep 2011
Development
properties
Jan–Sep 2011
Total
Jan–Sep 2011
Rental income 1,243 146 1,389 1,207 139 1,346
Property expenses –379 –57 –436 –383 –54 –437
Net operating income 864 89 953 824 85 909
Surplus ratio, % 70% 61% 69% 68% 61% 68%
Central administration and marketing –32 –9 –41 –38 –9 –47
Net interest expense –373 –103 –476 –367 –93 –460
Share in profit/loss of associated companies 0 0 0 1 0 1
Operating profit/loss 459 –23 436 420 –17 403
Realised changes in value, properties 34 112 146 42 41 83
Unrealised changes in value, properties 447 617 1,064 572 200 772
Profit/loss before tax per segment 940 706 1,646 1,034 224 1,258
Changes in value, fixed income derivatives and equities –154 –271
Profit/loss before tax 1,492 987
Properties, market value 25,019 6,552 31,571 22,956 5,783 28,739
Occupancy rate, % 93% 78% 91% 92% 70% 90%

1) See definitions on page 9.

Other financial information

STAFF

At the end of the period, the Fabege Group had 127 employees (121).

PARENT COMPANY

Sales during the period amounted to SEK 70m (69) and the result before appropriations and tax was SEK –373m (–473). Net investments in property, equipment and shares totalled SEK 0m (–4).

SHARE BUYBACK PROGRAME

The 2012 Annual General Meeting (AGM) passed a resolution authorising the Board, not longer than up to the next AGM, to buy back and transfer shares in the company. Share buybacks are subject to a limit of 10 per cent of the total number of outstanding shares at any time. During the period, no shares were bought back. At 30 September 2012, the company held 3,166,488 treasury shares, representing 1.9 per cent of the total number of registered shares.

FABEGE'S NOMINATIng COMMITTEE AHEAD OF THE 2013 AGM

In accordance with the resolutions passed at Fabege's 2012 AGM, the following Nominating Committee has been formed, based on the ownership at 31 August 2012 and known changes thereafter: Bo Forsén(Brinova Fastigheter AB), Mats Qviberg (Investment AB Öresund), Eva Gottfridsdotter-Nilsson (Länsförsäkringar fondförvaltning) and Gustaf Colliander (Cohen & Steers). The Nominating Committee jointly represents about 28 per cent

of the votes in Fabege. The AGM will be held in Stockholm on 21 March 2013.

ONGOING TAX CASES

As previously announced, the Swedish Tax Agency has decided to increase taxation on the Fabege Group concerning a number of property sales through limited partnerships (see Fabege Annual Report 2011, page 61). The transactions derive from Tornet, the old Fabege and Wihlborgs during the years 2003–2005. The combined increase taxation amounts unchanged to SEK 8,368m. The decisions have resulted in total tax demands including penalty and fees of SEK 2,698m.

On 30 May, the Supreme Administrative Court (SAC) announced a verdict in what is known as the Cyprus case. SAC's ruling entails that the Swedish Tax Evasion Act was deemed applicable in the Cyprus case and that the transaction will be taxed. In view of the verdict by the Supreme Administrative Court (SAC) and the uncertain legal position that has arisen, Fabege has decided to post a provision of SEK 1,900m. This assessment is based on a review and evaluation of each individual case. The difference between the demands made by the Swedish Tax Agency (STA) is based on matters that are evidently unrelated to SAC's verdict and erroneous reasoning in the STA's argumentation. The remaining amount pursuant to the STA's total requirements, i.e. approximately SEK 800m, will be recognised as a contingent liability, as in previous financial statements.

In conclusion, Fabege strongly contests the tax demand decided on by the Swedish Tax Agency and the Swedish Administrative Court and the decisions have been appealed. Fabege's belief remains unchanged that the divestments were recognized and declared in accordance with the prevailing regulatory framework. Fabege believes that the Swedish Tax Agency and the Swedish Administrative Court have disregarded several key aspects and that the verdicts are therefore incorrect. Fabege also contends that SAC's verdict in the Cyprus case is not immediately applicable to Fabege's cases, since there are both organisational and commercial reasons for the transactions under review. This belief is shared by external legal experts and tax advisors who have analysed the divestments, the STA's argumentation and the relevant verdicts.

The processes are now being advanced in the Administrative Court of Appeal. A verdict is expected in first half of 2013. Backed by a strong balance sheet and available credit facilities, Fabege is capable of coping with potential forthcoming tax payments.

RISKS AND UNCERTAINTIES

Risks and uncertainties relating to cash flow from operating activities are primarily attributable to changes in rents, vacancies and interest rates. A more detailed description is presented in the risk section of the 2011 Annual Report (pages 9–11), and a description of the effect of these changes on consolidated earnings is presented in the

Arenastaden in expansion – a fantastic meetingplace and a modern city district

Arenastaden offers a unique blend of several constituent parts that when combined form an equally unique totality. Ultramodern office solutions are being built in the area as well as attractive housing and Friends Arena, a place for many unique events. A large new shopping centre, the Mall of Scandinavia, and one of the tallest hotels in the Stockholm region are under construction in Arenastaden... all of this is creating a city pulse in a location with excellent transport links.

risk analysis and in the sensitivity analysis in the 2011 Annual Report (page 60).

Properties are recognised at fair value and changes in value are recognised in profit and loss. The effects of changes in value on consolidated earnings, the equity/ assets ratio and the loan-to-value ratio are also shown in the sensitivity analysis in the 2011 Annual Report.

A description of financial risk, which is the risk that the company will have insufficient access to long-term loan funding, and Fabege's management of this risk is presented in the 2011 Annual Report (pages 12–13 and 73).

Except for the decision to make a provision for ongoing tax matters as described

REVIEW REPORT

Introduction

We have reviewed the interim report for the period 1 January 2012 – 30 September 2012 for Fabege AB (publ). The board of directors and the CEO are responsible for the preparation and presentation of this interim report in accordance with IAS 34 and the Annual Accounts Act. Our responsibility is to express a conclusion on this interim report based on our review.

Scope of review

We conducted our review in accordance with the Swedish Standard on Review Engagements SÖG 2410 Review of Interim Financial Information Performed by

above, no material changes in the company's assessment of risks have been made after publication of the 2011 Annual Report. Under its adopted targets for capital structure, Fabege aims to have an equity/assets ratio of at least 30 per cent and an interest coverage ratio of at least 2 (including realised changes in value).

ACCOUNTING PRINCIPLES

Fabege prepares its consolidated financial statements in accordance with the International Financial Reporting Standards (IFRS). This interim report has been prepared in accordance with IAS 34 Interim Financial Reporting. The Group has applied the same accounting policies and

Company's Auditors. A review 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 ISA and other generally accepted auditing practices. The procedures performed in a review do not enable us to obtain a level of assurance that would make us aware of all significant matters that might be identified in an audit. Therefore, the conclusion expressed based on a review does not give the same level of assurance as a conclusion expressed based on an audit.

valuation methods as in the most recent annual report. The parent company prepares its accounts in accordance with RFR 2 Accounting for Legal Entities and the Swedish Annual Accounts Act and has applied the same accounting policies and valuation methods as in the most recent annual report.

Stockholm, 16 October 2012

Christian Hermelin Chief Executive Officer

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the interim report is not prepared, in all material respects, for the Group in accordance with IAS 34 and the Annual Accounts Act, and for the Parent Company in accordance with the Annual Accounts Act.

Stockholm, 16 October 2012 Deloitte AB

Svante Forsberg Authorised Public Accountant

Monitor developments at Fabege's website!

You are most welcome to visit Fabege's website, which is one of our main information channels. The aim is to continuously provide you with relevant, up-to-date information.

The website provides information on the company and its operations and strategies. You can also find financial information, share data, details about our properties and ongoing projects and much more. Visitors to the website can also search for vacant premises, and our tenants are able to easily find contact details or other information related to the property in which they are located.

Financial calendar

Year-end report for 2012 .................................................................. 4 February 2013 Annual report for 2012 .................................................................... 28 February 2013 Annual General Meeting 2013 ........................................................... 21 March 2013

Fabege share

Fabege's shares are quoted on the Nasdaq OMX Nordic Exchange Stockholm in the Large Cap segment.

Share price performance

Largest shareholders1) 30 September 2012

Shareholder No. of shares Share of capital, % Share of votes, % Brinova Inter AB 24,691,092 14.9 15.2 BlackRock funds (USA) 8,938,454 5.4 5.6 SEB Funds 7,125,321 4.3 4.4 Öresund Investment AB 7,000,736 4.2 4.3 Länsförsäkringar fondförvaltn. 6,007,194 3.6 3.7 Cohen & Steers 5,990,817 3.6 3.7 Government of Norway 4,415,420 2.7 2.7 Mats Qviberg and family 3,576,596 2.2 2.2 SHB funds 2,910,702 1.8 1.8 Ena City AB 2,750,000 1.7 1.7 Swedbank Robur funds 2,699,983 1.7 1.7 Fourth AP-fund 2,327,789 1.4 1.4 Second AP-fund 1,864,693 1.1 1.1 Principal funds 1,578,115 1.0 1.0 Nordea funds 1,236,725 0.7 0.8 Other foreign shareholders 36,912,696 22.3 22.7 Other Swedish shareholders 42,198,751 25.5 26.0 Total 162,225,084 98.1 100.0 Treasury shares 3,166,488 1.9 0.0 Total no. of registered shares 165,391,572 100.0 100.0

1) Certain shareholders may, through custodial accounts, have had different holdings than are apparent from the shareholder's register.

Source: SIS Ägarservice AB, data derived from Euroclear Sweden AB, as of September 30, 2012.

Definitions

OMX Stockholm Real Estate

CASH FLOW PER SHARE

Profit before tax plus depreciation-, plus/minus unrealised changes in value less current tax, divided by average number of shares.

CAPITAL EMPLOYED

Total assets less non-interest bearing liabilities and provisions.

CONTRACT VALUE

Stated as an annual value. Index-adjusted basic rent under the rental agreement plus rent supplements.

DEBT/EQUITY RATIO

Interest-bearing liabilities divided by shareholders' equity.

DEVELOPMENT PROPERTIES

Properties in which a conversion or extension is in progress or planned that has a significant impact on the property's net operating income. Net operating income is affected either directly by the project or by limitations on lettings prior to impending development work.

DIVIDEND YIELD

Dividend for the year divided by the share price at year-end.

EQUITY/ASSETS RATIO

Shareholders' equity (including minority share) divided by total assets.

EQUITY PER SHARE

Parent company shareholders' share of equity according to the balance sheet divided by the number of shares at the end of the period.

FINANCIAL OCCUPANCY RATE

Contract value divided by rental value at the end of the period.

INTEREST COVERAGE RATIO

Profit after financial items plus financial expenses and plus/minus unrealised changes in value, divided by financial expenses.

INVESTMENT PROPERTIES

Properties that are being actively managed on an ongoing basis.

LAND & PROJECT PROPERTIES

Land and developable properties and properties in which a new build/complete redevelopment is in progress.

LEVERAGE, PROPERTIES

Interest-bearing liabilities divided by the carrying amount of the properties at the end of the period.

NET LETTINGS

New lettings during the period less terminations to vacate.

PROFIT/EARNINGS PER SHARE

Parent company shareholders' share of profit after tax for the period divided by average number of outstanding shares during the period.

RENTAL VALUE

Contract value plus estimated annual rent for vacant premises after a reasonable general renovation.

RETURN ON CAPITAL EMPLOYED

Profit before tax plus interest expenses-, divided by average capital employed. In interim reports, the return is converted to its annualised value without taking account of seasonal variations

RETURN ON EQUITY

Profit for the period/year divided by average shareholders' equity. In interim reports the return is converted to its annualised value without taking account of seasonal variations.

SEGMENT REPORT

In accordance with IFRS 8, segments are reported as viewed by management, i.e. broken down into two segments: Investment Properties and Development Properties.Rental income and property expenses as well as realised and unrealised changes in value including tax are directly attributable to properties in each segment (direct income and expenses). In cases where a property changes character during the year, earnings attributable to the property will be allocated to either segment based on the period of time that the property belonged to the segment. Central administration and items in net financial items have been allocated to the segments in a standardised manner based on each segment's share of the total property value (indirect income and expenses).

The property asset is directly attributable to each segment and is recognised as of the closing date.

SURPLUS RATIO

Net operating income divided by rental income.

Consolidated statement of comprehensive income (summary)

SEKm 2012
Jul–Sep
2011
Jul–Sep
2012
Jan–Sep
2011
Jan–Sep
2011
Jan–Dec
Rolling 12 m
Oct 11–Sep 12
Rental income 469 452 1,389 1,346 1,804 1,847
Property expenses –133 –142 –436 –437 –577 –576
Net operating income 336 310 953 909 1,227 1,271
Surplus ratio, % 72% 69% 69% 68% 68% 69%
Central administration and marketing –15 –17 –41 –47 –63 –57
Net interest expense –168 –162 –476 –460 –609 –625
Share in profit/loss of associated companies 1 2 0 1 9 8
Profit/loss from property management activities 154 133 436 403 564 597
Realised changes in value of properties 0 33 146 83 173 236
Unrealised changes in value of properties 255 231 1,064 772 1,093 1,385
Unrealised change in value of fixed income derivatives –233 –301 –133 –263 –397 –267
Change in value of equities –11 –2 –21 –8 –16 –29
Profit/loss before tax 165 94 1,492 987 1,417 1,922
Current tax 0 0 –1,900 0 –1 –1,901
Deferred tax –47 –22 –300 –259 –275 –316
Profit/loss for period/year 118 72 –708 728 1,141 –295
Comprehensive income attributable to parent company shareholders 118 72 –708 728 1,141 –295
Earnings per share, SEK 0.73 0.44 –4.36 4.47 7.01 –1.82
No. of shares at end of period, millions 162.2 162.3 162.2 162.3 162.2 162.2
Average no. of shares, millions 162.2 162.6 162.2 162.9 162.7 162.2

Consolidated statement of financial position (summary)

Statement of changes in equity

SEKm 30 Sep 2012 30 Sep 2011 31 Dec 2011
Assets
Properties 31,571 28,739 29,150
Other tangible fixed assets 1 2 1
Financial fixed assets 1,192 969 1,124
Current assets 350 367 362
Cash and cash equivalents 101 138 74
Total assets 33,215 30,215 30,711
Equity and liabilities
Equity 10,695 11,482 11,890
Provisions 827 641 585
Interest-bearing liabilities1) 18,296 16,846 16,755
Derivatives 797 530 664
Non-interest-bearing liabilities 2,600 716 817
Total equity and liabilities 33,215 30,215 30,711
Equity/assets ratio, % 32 38 39
Contingent liabilities 1,626 2,704 3,376
SEKm Equity Of which,
attributable to
parent company
sharholders
Of which,
attributable
to minority
Equity, 1 Jan 2011 11,276 11,276
Share buybacks –33 –33
Cash dividend –489 –489
Profit/loss for the period 728 728
Equity, 30 Sep 2011 11,482 11,482
Share buybacks –5 –5
Profit/loss for the period 413 413
Equity, 31 Dec 2011 11,890 11,890
Cash dividend –487 –487
Profit/loss for the period –708 –708
Equity, 30 Sep 2012 10,695 10,695

1) Of which short-term SEK 5,614m (2,947).

Statement of cash flows

Key ratios

SEKm 2012
Jan–Sep
2011
Jan–Sep
2011
Jan–Dec
Net operating income and realised changes
in the value of existing property portfolio
excluding depreciation
1,100 994 1,407
Central administration –41 –47 –63
Net financial items paid –461 –467 –595
Income tax paid 0 0 –1
Change in other working capital –179 1,169 1,198
Cash flow from operations 419 1,649 1,946
Investments and acquisition of properties –1,541 –1,251 –1,986
Sale of properties, carrying amount of
divested properties
306 253 756
Other investments (net) –212 –264 –297
Cash flow from investing activities –1,447 –1,262 –1,527
Dividend to shareholders –487 –489 –489
Share buybacks –33 –38
Change in interest-bearing liabilities 1,542 200 109
Cash flow from financing activities 1,055 –322 –418
Change in cash and cash equivalents 27 65 1
Cash and cash equivalents at beginning
of period
74 73 73
Cash and cash equivalents at end of period 101 138 74
SEKm 2012
Jan–Sep
2011
Jan–Sep
2011
Jan–Dec
Financial
Return on capital employed, % 8.9 6.9 7.2
Return on equity, % –8.4 8.5 9.9
Interest coverage ratio, times 2.2 2.1 2.2
Equity/assets ratio, % 32 38 39
Loan-to-value ratio, properties, % 58 59 57
Debt/equity ratio, times 1.7 1.5 1.4
Share-related1)
Earnings per share for the period, SEK –4.36 4.47 7.01
Equity per share, SEK 66 71 73
Cash flow per share, SEK 3.60 2.99 4.49
No. of outstanding shares at end
of period, '000
162,225 162,315 162,225
Average no. of shares, '000 162,225 162,869 162,719
Property-related
No. of properties 97 100 97
Carrying amount, properties, SEKm 31,571 28,739 29,150
Lettable area, sqm 1,151,000 1,117,000 1,107,000
Financial occupancy rate, % 91 90 90
Surplus ratio, % 69 68 68

1) No dilution effect arises, since there are no potential shares (such as convertibles).

Parent Company profit and loss account (summary)

SEKm 2012
Jan–Sep
2011
Jan–Sep
2011
Jan–Dec
Income 70 69 102
Expenses –124 –136 –193
Net financial items –189 –144 1,877
Change in value, fixed income derivatives –133 –263 –397
Change in value, equities 3 1 0
Profit/loss before tax –373 –473 1,389
Tax 96 123 158
Profit/loss for period/year –277 –350 1,547

Parent Company balance sheet (summary)

SEKm 30 Sep 2012 30 Sep 2011 31 Dec 2011
Interests in Group companies 13,328 13,328 13,328
Other fixed assets 41,049 37,992 39,090
of which, receivables from Group companies 40,422 37,752 38,815
Other current assets 11 24 161
Cash and cash equivalents 99 135 69
Total assets 54,487 51,479 52,648
Equity 9,620 8,490 10,382
Provisions 67 67 68
Long-term liabilities 39,100 39,914 38,892
of which, liabilities to Group companies 26,531 25,659 25,156
Short-term liabilities 5,700 3,008 3,306
Total equity and liabilities 54,487 51,479 52,648

This is Fabege

Fabege, which is one of the leading property companies in Sweden, conducts opera tions that are primarily focused on letting office premises and property development.

The company's portfolio is highly concentrated to three sub-markets offering robust growth in the Stockholm area; Stockholm's inner city, Solna and Hammarby Sjöstad. Fabege offers attractive and efficient premises, principally for offices but also for retail and other operations.

Fabege manages a well-located property portfolio, which is developed continu ously through improvements, sales and acquisitions. By collecting properties in clus ters, increased customer proximity is achieved which, combined with comprehensive market knowledge, creates conditions for efficient management and a high occu pancy rate.

At 30 September 2012, Fabege owned 97 properties with a combined market value of SEK 31.6bn. The rental income amounted to SEK 2.3bn.

Questions concerning the report will be answered by:

Christian Hermelin Chief Executive Officer Phone: +46 (0)8-555 148 25, +46 (0)733-87 18 25

Åsa Bergström Deputy CEO and Chief Financial Officer Phone: +46 (0)8-555 148 29, +46 (0)706-66 13 80

www.fabege.se

More information about Fabege and its operations is available on the Group's website. The website also includes a webcast presentation from 16 October 2012, in which Christian Hermelin and Åsa Bergström present earnings for the quarter.

The information contained in this report is such that Fabege is legally obliged to disclose under the Securities Market Act and/or the Financial Instruments Trading Act. The information was released for publication on 16 October 2012.

Fabege AB (publ) Box 730, SE-169 27 Solna, Visit address: Pyramidvägen 7, SE-169 56 Solna, Sweden Phone: +46 (0)8-555 148 00 Fax: +46 (0)8-555 148 01 E-mail: [email protected] Internet: www.fabege.se Company registration no: 556049-1523 Registered office of the Board: Stockholm

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