Annual Report • Apr 23, 2017
Annual Report
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OUR IDENTITY
Since its foundation in 1863, the Group has developed and marketed innovative urban projects in response to the needs of cities and their inhabitants.
Thanks to its bold strategy and a talented workforce of around a hundred people, IMMOBEL has succeeded in diversifying its expertise in the residential, office, retail and landbanking development sectors and has successfully expanded internationally to the Grand Duchy of Luxembourg and Poland.
Its portfolio now totals more than 850,000 m² under development, and the Group has a market capitalisation of more than 550 MEUR, establishing its position as a market leader.
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Ever since it was founded, IMMOBEL has had the capacity to reinvent itself through time, in order to always be able to adapt and to remain one of the major references in Belgian real estate. In 2016, the merger with ALLFIN led to the creation of a more profitable model, oriented towards growth and the optimisation of its experience and its resources. In order to continue down this path, IMMOBEL has opted for a strategy based on three key pillars.
The strategic vision of IMMOBEL is deployed around three domains of activity – offices, residential and building plots – at an international level (Belgium, Luxembourg, Poland). This diversified approach has enabled it to constitute a portfolio which is better protected from economic cycles and the whims of local markets. On top of this, IMMOBEL addresses very distinct categories of clients: institutional bodies, private or public investors, and individuals. It also takes great care to cooperate with the most suitable partners according to the specific characters and needs of each project.
"The team has doubled up to 15 people and continues to grow thanks to exclusive and qualitative projects." Olivier BASTIN, CEO IMMOBEL LUXEMBOURG
OUR STRATEGY — 3
IMMOBEL is convinced that the keys to the success of a development lie in understanding the risks and rigorously managing them. It is in this way that the greatest challenges are taken on, and the best projects developed. This is why IMMOBEL optimises the acquisition and development of its operations through calling upon its expertise and its know-how. This guiding principle is reflected in the choices made by the group, and by its performance: while over recent years, almost 90% of gross margin has been produced by office activities, residential and building plots played a far stronger role in 2016. This activity now generates an average of 50% of the company's margin in Belgium and Luxembourg. And IMMOBEL does not intend to stop half way down the road, but expects this figure to rise to around 60% in the near future.
60% of the company's margin will be produced by residential land building plots on the near future
In following its vision, IMMOBEL gives priority to maintaining its portfolio in the best possible condition, always keeping it up to date and in line with the times. The objective: invest rapidly in developments which respond to new urban needs. Projects are thus conceived in order to meet demanding needs such as location, size and architectural quality. In parallel with this, IMMOBEL does not hesitate to ensure that its projects meet the strictest environmental standards, and even attempts to surpass them. It systematically favours soft mobility modes, such as proximity to public transport services and communications routes. And finally, where building land is concerned, it has entered into an ambitious phase of putting purchasers at the heart of its strategies. IMMOBEL stands apart from its competitors by offering integrated sales and after-sales services. Of very high quality, these services provide personalised assistance at every stage of the acquisition and asset realisation process, from signing the contract to moving in.
Conscious of the role it plays in making use of the ground and in the evolution of planning concepts, IMMOBEL places sustainable development at the very heart of its priorities. Its commitment is translated into concrete realizations, which form part of a future-oriented policy.
It is with this in mind that IMMOBEL selects strategic and central locations for its projects, in order to encourage 'soft mobility' and the use of multi-modal transport hubs. It also creates innovative residential complexes (a mix in urban, community and generational terms), pays great attention to including green areas and facilities such as shared workspaces, kindergardens, elderly homes and hotels.
And finally, it opts for buildings with excellent energy performance, planted roofs, optimal acoustic and thermal insulation, solar panels and much more too…
In the same way, IMMOBEL opened the doors of its Royal Louise building on the Rue du Prince Royal, during a winter, to create an area to accommodate refugees. This initiative demonstrates the actions of solidarity which IMMOBEL wishes to undertake: construct buildings for the people who will live in them… and provide a roof for others in the meantime.
As a pioneer in terms of integration, IMMOBEL encourages social and urban insertion in all its forms, within the framework of all of its projects. With a conviction that everyone can evolve by creating added value, it supports local initiatives which will enable inhabitants to benefit from facilities and services which encourage living together.
IMMOBEL does not envisage its responsibility to society without making a contribution to the arts and culture, in order to breathe new life into a district or stimulate the city of tomorrow. It thus makes use of the time spent awaiting permits to create ephemeral concepts and place areas at the disposition of artists or organizations.
It is in this way, during 2016, artist Denis Meyers was able to immerse himself in the Solvay building before its partial demolition, in order to create a piece of street art on more than 25,000 m². This concept is without equivalent in Europe. This spectacular exhibition enlivened the whole district and gave an exceptional dimension to the city of Brussels. For more information: www.remember-souvenir.me.
"Our projects have to stand out not just from an architectural point of view, but also for the added value they offer to the city."
Alexander HODAC, Managing Director
With the strength of 150 years of existence behind it, IMMOBEL is able not only to assert its durability, but above all its desire to continue to aim high. It is the thoroughness of its approach which enables it to redefine standards in real estate development, and to cover different periods by constructing buildings and districts which take their place in the heritage of our cities.
IMMOBEL undertakes everything within a constructive spirit, with the objective of building relationships of confidence with its partners – experts, authorities, investors and other stakeholders. This approach is seen in the degree of loyalty and balanced dialogue which it engenders in its partnerships. Along with this, IMMOBEL has a resolutely optimistic vision of its mission to shape the city of tomorrow, taking full account of economic, political and environmental changes.
Almost 100 talented individuals, spread across 3 countries (Belgium, Luxembourg, Poland) but driven by the same energy, motivation et vision: Do what you say, say what you do. And much more too. Developers, sales people, technicians, architects, members of marketing teams, legal, corporate and finance experts: so many skills are involved at the various stages of a project. The enthusiasm of the teams can be found at each stage of their achievements.
IMMOBEL never compromises on quality. Firmly rooted in its teams is the conviction never to leave any detail to chance, and constantly to strive for excellence in their work. Skill, precision and efficiency guarantee the quality of their achievements.
OUR VALUES — 7
AGILITY & FLEXIBILITY Knowing how to adapt to market constraints, renewing its portfolio, its offering, its services. Being aware that every project is unique and calls for original solutions. Acting rapidly in order to satisfy all interested parties. It is in this way that IMMOBEL has been demonstrating, on a daily basis, and for more than 150 years, its capacity for constantly reinventing itself, while always taking care to respect its identity.
PASSION IMMOBEL is convinced that it is through giving a substantial degree of responsibility to each person, that the leadership qualities of its teams are brought out. It thus opts for recruiting passionate people, demands that they show their capacities for surpassing themselves, and encourages them to go in pursuit of the most ambitious objectives.
The excellent management of equity and the profitability of its assets are the advantages which guarantee the financial strength of IMMOBEL. As the largest quoted Belgian real estate developer, it is committed to meriting the confidence of its investors and shareholders, guaranteeing them transparent and thorough management oriented towards growth.
By melding together daring, intuition and skill, IMMOBEL and those who manage it are demonstrating a visionary spirit. This clear vision procures it the respect and confidence of players in those markets in which it is active, along with the appreciation of all its partners, who salute its ability to anticipate the major challenges of our cities and our society.
2106 was always going to be a year of transition for IMMOBEL with all attention being devoted to the issue of the merger.
The priority was to create a dynamic for several projects that have dragged on for years, tying up capital, and to lease and sell fully finished office buildings.
The exceptional qualities of the combined teams and our new colleagues have led to an unprecedented dynamism and results.
Our other strategic objectives were to consolidate our position in our various markets: (i) keep residential up to date, (ii) strengthen landbanking and provide it with added value, (iii) continue with our successes in Luxembourg, (iv) monitor Poland for its qualities and results, strengthen the division and set up a residential department.
Leased office buildings that had already been for sale for years were sold (Westside Village in Luxembourg, Okraglak in Poland). Black Pearl was leased to the European Commission and sold. RAC 2, an office building that had been completed since June 2015, was leased to the Brussels Capital Region and sold at a record price. Gateway, at Brussels Airport, leased to Deloitte, was completed and definitively sold to Befimmo.
The situation improved in terms of from difficult projects from urban development and economic points of view (Parc Seny, Chien Vert, Îlot Saint-Roch, ...). Work on the large Universalis Park project consisting of more than 100,000 m² begun with a very successful start of sales. The construction permit for the equally ambitious O'Sea project in Ostend was obtained and the construction contract was assigned (for a first phase). Chambon - winner of Best Refurbished Building at MIPIM Awards 2017 -
MESSAGE — 9
"The fantastic qualities of the combined teams and our new employees have led to an unprecedented dynamism and results."
(former ASLK site in the centre of Brussels) and the first phase of Ernest (former Solvay headquarters in Ixelles) were finished and are almost sold out.
You cannot sell the same property twice. The fact that we are already ahead of our five-year business plan will result in 2017 being a year with less profit, where more can be sown than harvested.
The start of several major projects: Ernest phase 2, O'Sea in Ostend, Infinity at Kirchberg (in Luxembourg) and the Polvermillen site in the centre of Luxembourg, etc…
The completion and letting of the headquarters of ING Luxembourg (Galerie Kons) with its sale to AXA were finalized end of March.
Despite its superb location in Warsaw, the Cedet project needs special attention. The complex work on this listed building will exceed the planned overall budget. Contrary to our initial business plan, completion is currently scheduled for the first half of 2018 instead of 2017. The margin on this project should meet expectations. CBD One, which is one of the best located office buildings in Warsaw is also experiencing a delay. All permits have been obtained but a third party is formulating privatisation claims on the street alongside the project. The intention is now to commence work in 2018.
The 60,000 m² mixed-use project in Gdansk is going extremely well with a provisional pre-sale (subject to conditions) of a hotel and the selling of many apartments.
The Polish team is being drastically reorganised. The Belgian senior team is now travelling biweekly to provide assistance and supervision.
Luxembourg is going extremely well. The team has been doubled to 15 people and will continue to grow given the major and lucrative projects that we have there.
The years 2018, 2019 and 2020 should be peak years which will represent the culminating point of our existing pipelines and the strategies developed. Greenhill Park, two projects in Knokke-Heist, first and second phase of O'Sea, Infinity, Polvermillen, Centre Etoile, Cedet, CBD One, Granary Island, Ernest, Universalis Park, RAC 4 and Parc Seny should all be in various advanced stages of completion or sales. Construction works on the iconic 40,000 m² building in the Sablon district of Brussels and the 50,000 m² site at the Place de Brouckère should have started. The Allianz headquarters should have been delivered, close to Brussels North station.
2017 year where more can be sown than harvested
"The proposed gross dividend for financial year 2016 is 2 EUR per share, an amount that will increase by 4 till 10% a year subject to the absence of any currently unforeseen exceptional events."
The Board of Directors has confirmed its intention to propose a recurring and increasing dividend to Shareholders. The outlook makes this possible.
It will propose to the General Meeting to grant for financial year 2016 a gross dividend of EUR 2 per share to the Shareholders, an amount that will increase by 4% to 10% a year subject to the absence of any currently unforeseen exceptional events.
The group has relatively high equity capital as a result of the merger. The Board of Directors has looked at all the alternatives regarding the appropriation of own shares and it has been decided that these will be retained as own shares without voting or dividend rights until additional capital needs would arise. The planned strategy consists of growth in Poland and the penetration of a fourth market. In addition, we will maintain our present scale in Belgium and Luxembourg, given our already relatively dominant position and the fact that we are interested only in projects above a certain scale.
We repaid a bond issue of 40 MEUR in 2016 and some lines of credit were also paid off. A study has shown that our best course is to issue a new bond of up to 100 MEUR. Interest rates are at a historic low point and the bond will give us an
ideal balance between our various financial instruments. It will also help to reduce our cost of capital and make us more competitive. Our debt ratio will remain at a healthy level.
Much work is being done to strengthen the checks and balances in the company.
The Board of Directors has been reinforced, and now comprises nine directors, five of whom are independent and four of whom are women; the directors are of three different nationalities. Specific attention has been paid to the need for thorough professionalism, a good overall perspective with profound expertise in the necessary fields, and independence of thought in the interests of the company and of all its shareholders and stakeholders.
The intensity of reporting has been substantially increased in the company. A control department has been established, tasked with monitoring the company's operations closely. All this information is processed by the CFO and the CEO, who report to the Executive Committee, the Audit Committee and ultimately the Board of Directors.
Europe and the world are enjoying economic growth yet find themselves in uncharted waters, with social and economic risks unseen since the Second World War. The group will take these macro factors fully into account in its decision-making policy. The skills, capital, capital markets and motivation are in place for our group to experience steady and significant growth in the decades to come, with an ROE vision of at least 15%. Our ambitions should not get out of hand though. We must always consider the world we live in and act accordingly. The long-term vision set out by IMMOBEL over 150 years ago must remain the guiding thread in our policy.
Finally, it is the Board's wish to continue ALLFIN's charity policy and to allocate a small portion of our net profits to charitable causes. These relate to three categories: health care, culture, and above all, how we can contribute to greater social cohesion and inclusion in our society. We are currently looking into specific projects and we will post details of the fine initiatives that we are able support on our website so that every shareholder can read with pride about the good causes to which he or she is contributing.
Marnix Galle Executive Chairman
Having arrived at IMMOBEL in order to breathe some fresh air into it, Alexander Hodac was given the mission of communicating his dynamism to his teams with a strong philosophy: to always listen to them in order to help them to advance and surpass themselves.
"Having been named Managing Director of IMMOBEL in December 2015 at the age of 34, I knew from the outset that this mission would be quite a challenge! Since then, the Group has gone through some major changes, including the merger with ALLFIN in June 2016 – which gave us a certain degree of recognition but which also highlighted what was really at stake.
My role today is that of the conductor of a committed orchestra. I wish to make IMMOBEL grow and become a company with a long term portfolio and an international reach. Last year, 2016, was a year of revelation rather than transition. A year during which Marnix Galle and myself were able to bring our ideas about the world and the real estate market together in concrete terms, and put them into practice. The first results of this work as a duo speak for themselves. We have surpassed the objectives we set ourselves.
But we didn't do this all alone. IMMOBEL has also set itself a human objective, of which I am trying to be the first ambassador: to listen to the men ands women who work here, bring all of our teams together towards the same goal and the same common vision.
IMMOBEL had been seen as something of an old lady and yet all of the members of staff – all generations together – possess exceptional skills and are ready to innovate. I think that this deep-rooted transformation is already making itself felt on the market, but also in the choice of challenges we have the intention to take up. In particular, that of developing innovative and profitable projects".
This project with a lettable area of 8,000 m² located in the centre of Poznan is sold for 17 MEUR to a well-known London investor. It had been in the portfolio since 2011.
Following the sale of the shares of Alcor SA, the group enters into a partnership with Thomas & Piron to develop this 8.5ha mixed project in the commune of Ixelles. It schedules residential accommodation, a kindergarten, offices and shops along with a rest home, in an environment characterised by lots of green.
The Westside Village complex (11,600 m²) of the Capellen business park is transferred to a company under the control of the UFG European Commercial Real Estate Fund I SA for a total of 34.5 MEUR. It had been in the portfolio since 2010 and although the sale did not produce a margin, it freed up cash for other acquisitions.
On June 29th 2016, IMMOBEL and ALLFIN become a single entity, following the merger through absorption, approved virtually unanimously by the Extraordinary General Meeting. This new entity immediately becomes the largest quoted Belgian real estate developer. The transaction leads to a stock market capitalisation of over 550 MEUR and assets of over 920 MEUR.
The Luxembourg subsidiary of IMMOBEL acquires, via the Tractim S.A. company, a plot of over 2.6ha in the centre of the capital. Destined for mixed use, the project is located on a former industrial site and schedules a residential and office development (210 residential units, 1,600 m² of offices), notable for its desire to create a new district between the city and the countryside.
The sale of one of the Möbius towers for more than 85 MEUR is set to be followed by the start of works in 2017 on this North District project. Allianz should be able to move into the 26,600 m² building at the end of 2019. The current headquarters of Allianz, on the Place de Brouckère, will also be re-developed in 2020 by IMMOBEL and BPI.
With the support of the Municipal College of Waterloo, this project has been developed in partnership with JCX. Its objective is to create a totally new, convivial and evolving living area for all of its occupants: 182 apartments, 87 houses, a kindergarten, a care centre, a swimming pool, over 250 carparking spaces and many more facilities. By the time of the inauguration, the units had been almost entirely delivered and sold.
Law firm Allen & Overy has signed a head of terms for the rental of all of the 6,800 m² of the Kirchberg office building (Portes de l'Europe) in order to install its headquarters – more than 150 members of staff – by 2020.
The rehabilitation of a former industrial site, the Îlot Saint-Roch will be located on a 3ha site very close to the 'Collégiale de Nivelles'. It is being designed to be an ecologically responsible and convivial concept, in collaboration with the local inhabitants and authorities.
DECEMBER 2016
The acquisition of 40ha of building land from construction group Bostoen for 20 MEUR confirms the expansion strategy in East and West Flanders.
IMMOBEL and BREEVAST sell the RAC 2 company, which owns the "Belair" project to Real I.S. SMART for a price which values its assets at 59 MEUR. The project involves a 9,500 m² office building which will accommodate the new 'security' headquarters of the Brussels Capital Region for a fixed 18-year term from 2018.
This 11,000 m² office building is delivered to the European Union for a fixed 15-year term. At the same time, The Green Corner, the company which owns Black Pearl, is sold to REAL I.S. for a price which values its assets at 56 MEUR.
Deloitte takes possession of this 35,000 m² office building, developed in partnership with CODIC in order to install its new headquarters. In parallel with this, the sale of Gateway to Befimmo is finalised for almost 150 MEUR.
Among all of the developments of IMMOBEL, these five iconic projects are particularly good illustrations of the new direction the group has decided to take, and of its values: located on strategic and ideally located sites, they combine an approach which is as innovative as ever, with an urban vision based on mobility and the new demands of the city of tomorrow.
Located at the entry to the City of Luxembourg on the Kirchberg plateau, this ambitious architectural complex (designed by international architectural bureau Arquitectonica in collaboration with the Luxembourg firm M3 Architectes), is made up of a top of the range residential tower (Infiniti Living) and an office tower (Infiniti Working), connected to each other by a commercial link with attractive retailers (Infiniti Shopping). Marketing of the project has got off to a successful start, in terms of all three functions (residential, offices and shops) as witnessed by the long term take-up of the office space by law firm Allen & Overy.
The Gateway is a large size building developed by CODIC and IMMOBEL within the site of Brussels Airport itself. This former U-shaped complex was for a long time home to Sabena, and benefits from an optimal location and perfect accessibility, alongside the airport's departures hall and its railway station. Offering high performance levels and innovative in nature, the building has been delivered to the international consultancy firm Deloitte, which will install its new Belgian headquarters in the building, and was at the same time sold to Befimmo. An undeniable demonstration of the know-how of IMMOBEL, along with its capacity to adapt itself and to develop build-to-suit projects.
This important and emblematic urban rehabilitation project located right in the historic centre of Brussels (in the former headquarters of the CGER), and designed by A2RC Architects and Jaspers-Eyers Architects, required particularly detailed and precise work and represented a project of titanic proportions. It accommodates high class apartments, student flats, elegant penthouses, shops and offices along with the new easyHotel which opened during the second half of 2016. A second exclusive hotel establishment is shortly set to see light of day, and will offer its guests a welcoming setting which will show this prestige building with its rich history, to the best.
The purchase of 40ha of building land for residential development in Flanders aptly demonstrates the ambition to expand building activities in 2016. This activity, which involves 13 sites, results from an effective collaboration with residential developer Bostoen, which had already built houses on IMMOBEL owned land. The objectives of the project: develop these parcels into residential zones with the accent on living together, security, sustainability and "green".
Following substantial investments made by the City of Gdansk in order to redevelop the banks of Granary Island (or Greniers Island), IMMOBEL launched itself into the redevelopment of this exceptional site, largely destroyed during the second world war. Designed with architectural bureau RKW, this multi-functional and audacious project includes apartments, a hotel, many retail units and offices, and is aiming to re-stimulate an entire piece of heritage. Marketing of a first residential phase began successfully in November and the hotel plot has been sold to developer UBM, which will install a 4-star Holiday Inn.
| 2012 | 2013 | 2014 | 2015 | 2016 | |
|---|---|---|---|---|---|
| Operating income | 133.7 | 65.1 | 183.1 | 103.6 | 346.1 |
| Operating expenses | -114.3 | -54.5 | -151.8 | -93.2 | -273.4 |
| Operating result | 19.4 | 10.6 | 31.2 | 10.5 | 72.7 |
| Financial result | -6.8 | -9.3 | -9.6 | -8.9 | -5.4 |
| Share in the results of associates | 0.0 | 0.2 | -0.2 | -0.3 | -2.0 |
| Result before taxes | 12.6 | 1.5 | 21.4 | 1.3 | 65.3 |
| Income taxes | -0.9 | 0.0 | -1.4 | -0.6 | -11.6 |
| Result for the year | 11.7 | 1.5 | 20.0 | 0.7 | 53.6 |
| Share of IMMOBEL | 11.7 | 1.5 | 20.0 | 0.7 | 52.5 |
operating income in 2016
584 MEUR
(stocks)
projects in portfolio
| ASSETS | 2012 | 2013 | 2014 | 2015 | 2016 |
|---|---|---|---|---|---|
| IMMOBEL SA PUBLISHED | |||||
| Non-current assets | 7.7 | 6.5 | 5.0 | 4.6 | 18.5 |
| Intangible assets and goodwill | 0.0 | 0.1 | 0.2 | 0.2 | 0.1 |
| Tangible assets and investment property | 3.9 | 3.6 | 3.6 | 3.6 | 3.8 |
| Financial assets | 2.4 | 1.1 | 0.8 | 0.4 | 3.7 |
| Other | 1.4 | 1.7 | 0.5 | 0.5 | 10.9 |
| Current assets | 409.9 | 520.4 | 492.2 | 506.9 | 767.9 |
| Inventories | 359.9 | 464.7 | 423.5 | 456.8 | 584.0 |
| Cash | 26.9 | 31.4 | 32.0 | 24.5 | 128.9 |
| Other | 23.1 | 24.4 | 36.7 | 25.6 | 55.1 |
| TOTAL ASSETS | 417.6 | 527.0 | 497.2 | 511.6 | 786.4 |
| EQUITY AND LIABILITIES | 2012 | 2013 | 2014 | 2015 | 2016 |
|---|---|---|---|---|---|
| IMMOBEL SA PUBLISHED | |||||
| Equity | 187.7 | 183.2 | 196.7 | 194.4 | 314.9 |
| Non-current liabilities | 136.2 | 152.4 | 166.8 | 156.9 | 324.1 |
| Financial debts | 135.5 | 151.5 | 164.5 | 155.0 | 319.0 |
| Other | 0.7 | 0.9 | 2.3 | 1.8 | 5.1 |
| Current liabilities | 93.7 | 191.4 | 133.7 | 160.3 | 147.3 |
| Financial debts | 51.8 | 148.8 | 99.4 | 110.4 | 68.4 |
| Other | 41.9 | 42.7 | 34.3 | 49.9 | 79.0 |
| TOTAL EQUITY AND LIABILITIES | 417.6 | 527.0 | 497.2 | 511.6 | 786.4 |
2. For 2016, including own shares (1,230,398). 3. Gross return for 1 year : (last closing price + dividends paid during the year - first stock price for the period) / first stock price for the period.
| 2012 | 2013 | 2014 | 2015 | 2016 |
|---|---|---|---|---|
| 52.5 | ||||
| 311.0 | ||||
| 116.4 | 148.4 | 177.5 | 174.2 | 530.0 |
| 11.7 187.7 |
1.5 183.2 |
IMMOBEL SA PUBLISHED 20.0 196.7 |
0.7 194.4 |
"A repayment of our bond loans will substantially reduce our average interest rate." Valéry Autin, CFO
| 2012 | 2013 | 2014 | 2015 | 2016 | |
|---|---|---|---|---|---|
| Number of shares at year-end (thousand) | 4,122 | 4,122 | 4,122 | 4,122 | 9,997 |
| Net result, Group's share | 2.8 | 0.4 | 4.9 | 0.2 | 5.2 |
| Value of equity | 45.6 | 44.4 | 47.7 | 47.2 | 31.1 |
| Gross ordinary dividend | 1.40 | 0.00 | 2.40 | 0.00 | 2.00 |
| Net ordinary dividend | 1.05 | 0.00 | 1.80 | 0.00 | 1.40 |
| 2012 | 2013 | 2014 | 2015 | 2016 | |
|---|---|---|---|---|---|
| Stock price on 31 December (EUR) | 28.3 | 36.0 | 43.1 | 42.3 | 53.0 |
| Maximum quotation (EUR) | 28.9 | 37.4 | 44.5 | 52.7 | 53.8 |
| Minimum quotation (EUR) | 24.2 | 28.4 | 36.5 | 40.1 | 38.2 |
| Stock price / book value | 62.0% | 81.0% | 90.3% | 89.7% | 170.4% |
| Gross return for 1 year3 | 22.0% | 32.0% | 24.0% | 0.0% | 25.3% |
| Gross ordinary dividend / last stock price | 4.9% | 0.0% | 5.6% | 0.0% | 3.8% |
| Net ordinary dividend / last stock price | 3.7% | 0.0% | 4.2% | 0.0% | 2.6% |
EVOLUTION OF THE PORTFOLIO BY COUNTRY (MEUR)
OPERATING RESULT / NET RESULT (MEUR)
In 2008 the Board of Directors adopted the following dividend policy: IMMOBEL pays out between 40 and 50% of the consolidated annual net result.
Some conditions laid down in the bond issues of December 2011 and March 2013 also provide that the company may not distribute more than 50% of its annual net result.
For the fiscal year 2016 the proposed gross dividend amounts to 2 EUR per share.
For reference, the following amounts were paid in previous years: 2.40 EUR for 2014, no dividend in 2013, 1.40 EUR in 2012, 1.75 EUR in 2011 and 1.25 EUR in 2010. In the period 2010-2016, the average gross yearly dividend amounted to 1,26 EUR gross per share.
In accordance with of article 29 of the Law of 2 May 2007 on the disclosure of stakes held in issuers whose shares are admitted to trading on a regulated market, IMMOBEL has been informed by the following Shareholders that they hold the following shares:
| SHAREHOLDERS | VOTING RIGHTS |
% OF TOTAL SHARES 58.77% 12.30% |
|---|---|---|
| A³ CAPITAL nv + VEMACO nv + A³ MANAGEMENT bvba, all having its registered seat at 1000 Brussels, quai des Péniches 52 |
5,875,369 | |
| IMMOBEL SA, having its registered seat at 1000 Brussels 1000 Brussels, rue de la Régence 58 |
1,230,398 | |
| CAPFI DELEN ASSET MANAGEMENT NV having its registered seat at 2020 Antwerp, Jan Van Rijswijcklaan 178 |
412,196 | 4.12% |
| FREE FLOAT | 2,479,393 | 24.81% |
| TOTAL | 9,997,356 | 100% |
| Publication of annual accounts 2016 | 23 March 2017 |
|---|---|
| Ordinary General Meeting 2016 | 24 May 2017 |
| Publication of 2016 half-year results | 1 September 2017 |
| Publication of 2017 annual accounts | March 2018 |
| Ordinary General Meeting 2018 | 24 May 2018 |
As of March 31, 2017, the Board of Directors of IMMOBEL consists of 9 Directors. The Executive Committee consists of 6 members, while the Management Team of 13 people manages the daily work of nearly 100 talents.
Marnix GALLE, Executive Chairman of the Board of Directors
Karin KOKS - VAN DER SLUIJS,
Annick VAN OVERSTRAETEN,
Alexander HODAC, Managing Director
Sophie LAMBRIGHS, Director
Piet VERCRUYSSE,
Astrid DE LATHAUWER, Director & Chairman of the Remuneration Committee
Pierre NOTHOMB, Director & Chairman of the Audit & Finance Committee
Jacek WACHOWICZ,
Marnix GALLE, Executive Chairman of the Board of Directors
Nicolas BILLEN, Head of Development
Rudi OP 'T ROODT,
Alexander HODAC, Managing Director
Hilde DE VALCK, Head of Project Structuring & Financing
Valery AUTIN, Chief Financial Officer
Karim ZOUAOUI, Head of Business Development
Head of Technical Department
Olivier BASTIN, CEO IMMOBEL LUXEMBOURG
Sandrine JACOBS, Head of Marketing and Communications
Sophie GRULOIS, Head of Legal Services
Joëlle MICHA, Head of Corporate Affairs
Bartlomiej HOFMAN, CEO IMMOBEL POLAND
Olivier XHONNEUX, Head of Landbanking
2016 proved to be a stand-out year for the Brussels office market, with the strongest demand registered in four years. Two stories dominated the headlines through the year, the return of the public sector and the reemergence of corporates in the final quarter of the year.
Regional activity in 2016 showed there is life in office markets outside of Brussels. Antwerp drove the market higher with 110,600 m² of take-up, while Ghent, Mechelen, and Liège also performed well, besting their numbers from the year before.
Total office take-up in Belgium registered 756,702 m² in 2016, a 31% improvement year-over-year. Brussels demand amounted to 455,869 m², while regional demand was 300,833 m².
Belgian public sector demand drove the market higher with 195,985 m² of take-up, a 95% increase over the previous year. The three largest deals of the year were all from the Belgian government totaling 93,900 m². Corporates surged in Q4 and increased by one-third in 2016.
Steady take-up, limited new stock, and the conversion of office space to alternative uses have kept vacancy in check. In Brussels, vacancy declined to 9.30% for the year, while Antwerp and Ghent experienced 12.1% and 5.1% vacancy, respectively. High quality, grade A space is particularly scarce in major markets.
Office completions remained limited in 2016. The next two years, though, should bring more than 137,000 m² of speculative space to the Brussels market. Works are progressing in the Kievit and Post X districts in Antwerp, while major markets in Wallonia such as Liège will add significant space in the intermediate term.
Prime office rent remains €285/m² in Brussels. In Ghent and Antwerp it is €155/m² and €150/m², respectively, while Liège increases to €140/m². Overall, rents remain stable.
Total CRE investment in Belgium amounted to €3.7 billion in 2016. This was the second best post-crisis year for real estate investment in Belgium.
Offices accounted for €1.68 billion of the investment total, of which €1.46 billion (87.3%) was direct to Brussels properties.
sources: CBRE
The upward trend in Brussels residential real estate reached a new high in 2015. Preliminary 2016 figures are mixed, with fewer transactions counted though high H1 2016 prices registered. Market fundamentals are still broadly supportive of Brussels residential real estate.
Varying dynamics are impacting the residential real estate market outside of Brussels. Select smaller towns are seeing a movement of retirees from homes to apartments, while larger cities like Antwerp and Ghent are being supported by a growing foreign base.
Last year Belgium added 58,866 people (0.53%) among its ranks. This increase consisted of 11,205 from the net natural balance and 47,682 from net international migrations. Over the last decade, the top ten communes in terms of growth have all been found in the Brussels Capital Region.
The number of households has also been increasing in Belgium but at a slower rate than the wider population. Households at the beginning of 2015 counted 4,822,301.
New stock increased by 42,029 net units in 2015. Of these, 32,993 (78.5%) were apartments.
The City of Brussels has responded to rapid population growth with apartment construction of 1,530 units in 2015 alone. This is almost one-third of the total 4,651 units added in the Brussels Region. Bruges and Leuven have also added notably to stock.
Average transaction prices for apartments leveled off in 2014 only to rebound in 2015, registering a 5% increase for Belgium as a whole. Markets with notable price increases were Antwerp (10.9%), Mechelen (15.0%), Charleroi (10.6%), and Liège (8.1%), while Brussels Region (2.0%) and Leuven (4.2%) were more moderate. Ghent, though, claimed the greatest increase as prices jumped more than 18%.
Apartment prices were recorded at €220,340 in Belgium, €229,715 in Brussels, €201,064 in Antwerp, €259,040 in Ghent and €149,950 in Liège. Preliminary data indicate a mixed year for prices in 2016.
Exit prices for typical new apartments in Brussels range from 2,200 €/m² to 4,000 €/m², with luxury projects reaching upwards of 6,000 €/m². In Antwerp, exit values are 2,500 €/m² to 3,500 €/m² and more than 5,000 €/m² in select new towers.
Key stats: 221,375 avg price of apartments in Belgium through H1 2016; 44,585 residential building permits issued through Oct 2016; 42,029 net new housing completions in 2015.
sources: FOD Economie, BISA, CBRE
The most recent numbers by the FPS Economy, SMEs, Self-Employed and Energy indicate a housing stock of 5,318,905 residential units in Belgium in 2015. 58.2% of all residential units are located in Flanders, 31.2% in Wallonia and 10.6% in Brussels.
The proportion of apartments in the total Belgian housing stock has increased by 30% in the last 10 years. 1 out 4 housing units is an apartment nowadays.
The statistics on building permits authorized in 2016 are available for the first three quarters of the year. The number of permits was up significantly compared to 2015. For the total of Belgium, construction permits were obtained for 41,403 residential units in the first 9 months of the year, up 18.1% compared to the same period in 2015.
The strong performance was solely due to Flanders, where permits for 33,273 residential units (+32.6%) were obtained. Especially the construction of apartments is growing strong, showing a rise of 46.1% as compared to 2015.
In Brussels and Wallonia, building permits are on a negative trend since 2014, and less permits were introduced or granted in the first 9 months of 2016 for the construction of residential units as a whole and apartments in particular.
2016 continued the trend of a strong office letting and investment market in Luxembourg. City districts outperformed recent years, as areas like the CBD, Kirchberg, Gasperich and Station remain attractive prospects for occupiers and investors.
Office markets outside of the city are relatively limited. The Airport area has seen an impressive absorption of vacant space, while Esch-Belval has limited availabilities. Closer to the city, Strassen and Bertrange have been the target of significant investment.
Total office take-up in Luxembourg registered 219,000 m² in 2016. Though a decrease year-over-year, 2016 was still one of the best post-crisis years for the office market. City districts performed well at 169,000 m², while decentralised and peripheral areas claimed 50,000 m² of office take-up.
Banking and finance and business services were the star performers in 2016, with 89,900 m² and 62,000 m² of take-up, respectively. Government and EU activity was fairly quiet.
Approximately 227,500 m² of stock was vacant at the end of 2016, putting the vacancy rate at a healthy 5.7%. City districts remain very tight: vacancy is 2.6% in the CBD, 4.6% in the Kirchberg area, and 6.6% in the Station district. The markets outside of the city vary significantly. The Airport and Esch-Belval maintain low availabilities while other select districts push upwards of 17%.
Office development was relatively low in 2016, around 85,000 m². For 2017, 217,700 m² is expected to come online, followed by 173,000 m² in 2018.
The strong letting market and moderate new supply means rents are well supported. Prime rents are highest in the CBD at €46/m²/mo. Average rents for the City districts are €35.6/m²/mo, while the peripheral average is €23/m²/mo.
Total CRE investment in Luxembourg was recorded at €1.38 billion, the highest figure since 2007.
Office investment was the biggest driver at more than €1 billion.
sources: CBRE
Massive population growth from strong international immigration combined with a robust economy and high spending power has driven residential real estate in Luxembourg. Prices for new build apartments have been pushed above 6,000 €/m² within the city.
As the city becomes expensive and crowded, people are increasing looking towards decentralised and peripheral areas for more accommodating values. Luxury developments are underway for those still wanting comfort, though prices of 5,000 to 6,000 €/m² are still commonplace.
Last year the Luxembourg population grew by 13,290 people (2.36%) to 576,249. Foreigners, already more than 45% of the population, made up 10,550 of this figure, while Luxembourgers added the remaining 2,740.
New stock increased by 3,021 units in 2014 (the latest figures). Of these, 1,744 (57.7%) were apartments.
New residential development has largely been concentrated in the most populous areas such as Luxembourg City (489 apartments in 2014), Esch (381 apartments), and Capellen (185 apartments).
Residential real estate prices escalated further in 2016, as demand continues to outpace supply. The average sale price for all apartments in Luxembourg in 2015 was €395,101 or 4,899 €/m². For existing apartments this was €356,483 or 4,470€/m². The latest figures through Q3 show prices for all apartments at 5,312 €/m² and existing apartments at 4,851 €/m².
Exit prices for new apartments in Luxembourg averaged €457,313 in 2015, a 7.0% increase year-over-year. This translates to a relative price of 5,589 €/m². In Q3 2016 this was €454,036 or 6,182 €/m².
Zooming in, Strassen claims the highest average transaction prices for new apartments at 7,592 €/m² through Q3 2016 and ranging from 6,522 to 8,948 €/m².
New building permits count 3,705 through September 2016, approximately 5% down from same period in 2015.
Key stats: 454,036 EUR avg apartment prices for new builds through Q3 2016; 3,705 residential permits through Sept 2016; 46.7% foreigners residing in Luxembourg as of Jan 1, 2016.
sources: Statec, LISER
The Warsaw office market continues to grow at a tremendous rate. Despite the impressive take-up, new supply is expected to slightly outpace demand for the intermediate term. This demand is spread well between central and more peripheral zones.
Though diverse, the regional cities in Poland all share large construction projects. Krakow is among the fastest growing cities due to international companies settling here, while Wroclaw is seeing an expansion of existing firms. Tricity has absorbed new space well.
Office take-up in Poland totaled 1.344 million m² in 2016. Of this figure, 757,700 m² (56.4%) occurred in Warsaw and 586,600 m² (43.6%) occurred in regional markets. Krakow is the largest of these regional markets, claiming 32% of 2016 activity.
Demand in Warsaw was almost entirely from corporates in this past year. Professional services accounted for 21% of activity followed by manufacturing industry and energy at 20%. Overall, demand is well diversified among sectors.
Strong development has kept upward pressure on vacancy rates. For Warsaw, this was 14.2% at the end of 2016 and 10.8% in regional markets.
New office development is proceeding at record levels. Completions totaled 417,700 m² in Warsaw in 2016, increasing modern stock by 9.0%. An additional 855,900 m² is currently under construction.
In regional markets, modern stock has doubled over the last five years. In 2016, completions amounted to 490,600 m², or a 14.3% increase of modern stock. 859,700 m² is currently under construction in regional markets.
The rate of new construction has slightly outpaced demand, putting light downward pressure on prime headline rents through the intermediate future. Prime rent in Warsaw is €23/m²/mo and €15/m²/mo in the regions.
Poland is the standout performer of the CEE Region. More than €4.5 billion of CRE was transacted in 2016, 13% more than in 2015.
Office investment hit a record €1.8 billion, as prime office yields compressed to 5.35%.
sources: CBRE
New residential construction and sales continued with pace in 2016. Warsaw added 25,935 new residential units (Q1-Q3) and saw another 28,372 start construction. This large new supply has helped keep prices in check, though demand remains high.
Regional cities have also continued to grow, but with greater variation. Krakow and Wroclaw both experienced construction completions more than 20% higher than the same period (Q1-Q3) in 2015.
The population of Poland declined slightly year-over-year to 37.967 million people. Though population growth has been flat for some years, economic growth, increasing spending power, and FDI have contributed to a developing housing market.
At the end of 2015, 67% of the residential stock was located in urban areas. The five largest cities claimed 20.3% of the stock despite housing just 16.6% of the population.
In the first three quarters of 2016, there were 112,071 new residential units completed. Of this, 72,204 (64.4%) were in urban areas. This is a 18.6% increase over the same period in 2015.
In terms of prices, recent activity shows the residential market is stable. In the primary market, residential prices have grown steadily (in local currency) since 2012 and stand at 7,696 PLN/m² at the end of Q3 (1,770 €/m² at 0.23 EUR to PLN). Average rents have grown slightly this year.
New builds
Q4 2016 was a record quarter for units sold at more than 18,000 (inclusive of paid reservations) in the six largest markets. This brings the annual total to 62,000, and supports the rapid absorption of new units into the market. Rent-to-buy investors are believed to make up a significant portion of the demand.
Additionally, recent legislation is influencing the market. Laws such as the 'Home for the Young' buoys new entrants, and 'Housing Plus' offers subsidies for low-income households. Mortgage standards are expected to tighten through 2018, however, applying some brakes to an otherwise hot market.
sources: Natl Bank of Poland (NBP), REAS, Eurostat, Central Statistics Poland
Ladies and Gentlemen,
We have great pleasure in presenting our report on the activities of the IMMOBEL Group during 2016.
The new IMMOBEL Group, following the merger between ALLFIN and IMMOBEL on 29 June 2016, published its annual results on 31st December 2016, which reached a record high with net consolidated accounts totalling EUR 52.5 million.
This amount includes one-off accounting impacts linked to the merger, which have contributed EUR 14.9 million to the annual results. As a going concern, the net results would hence be established at EUR 37.6 million.
The year 2016 was marked by the sale of the office projects Black Pearl (11,000 m² in Brussels) and RAC 2 (9,500 m² in Brussels, 40% IMMOBEL stake), and by the delivery and sale of the Gateway (35,000 m² in Zaventem, 50% IMMOBEL stake).
Residential activities have remarkably contributed to the annual results, notably thanks to the Chambon (42,452 m² in the centre of Brussels), Lake Front (12,000 m² in Knokke-Heist), and Flint (4,129 m² in Leuven, 65% IMMOBEL stake) projects. The landbanking activities have also experienced a record year with 273 plots and units sold, representing a turnover of EUR 16.2 million.
This income generated a net consolidated profit of € 52.50 million, compared to € 0.7 million in 2015 (IMMOBEL SA before the merger).
Sales for the year came to € 262.18 million (before IFRS 11: € 307.29 million) compared to € 53.93 million (before IFRS 11: € 96.64 million) in 2015 for IMMOBEL and € 87,96 million for ALLFIN Group SCA.
The bookvalue of the Landbanking inventory amounts to € 96,9 million.
IMMOBEL has purchased approximately 40 hectares of land for residential development from the Bostoen real estate group. The sale involves 13 sites situated primarily in East and West Flanders, of which one with conditions precedent.
Sales involved 14.5 hectares of land comprising, among others, 198 building plots situated in landbanks in Uccle, Bredene, Geel, Eghezée, Grivegnée, Landenne, Seilles, Waremme and Gingelom.
Still in the framework of the Landbanking activity, IMMOBEL has sold, alone or in partnership more than 30 houses and 45 apartments as part of the following projects: Clos de la Charmeraie and Clos Bourgeois in Brussels, Duinenzicht in Bredene, Grands Prés and Trois Ruisseaux in Chastre, George Grard in Oostduinkerke and Domaine des Vallées in Grez-Doiceau.
On 13 September 2016 IMMOBEL finalised the purchase of the Allianz head office on place de Brouckère in Brussels. This purchase is subjected to a number of conditions precedent among which the delivery by IMMOBEL of a new building to be built in the North quarter for Allianz (27,100 m²). The de Brouckère site will be developed in partnership with BPI in view of creating a mix of housing, offices, etc
The permits related to the development of the last phase of the RAC site (RAC4) were submitted in September 2016.
The Bella Vita site in Waterloo was inaugurated in September 2016, thus concluding more than 4 years of works. This new neighbourhood is made up of 269 houses and apartments, a care home, an assisted living facility, a crèche and a large number of services available to local residents (restaurant, nursery, etc.).
****
| IFRS 11 | BEFORE IFRS 11 | |||||||
|---|---|---|---|---|---|---|---|---|
| Belgium | Grand‐ Duchy of Luxembourg |
Poland | Total | Belgium | Grand‐ Duchy of Luxembourg |
Poland | Total | |
| Offices | 103.20 | ‐ | ‐ | 103.20 | 125.64 | ‐ | ‐ | 125.64 |
| Residential | 142.79 | ‐ | ‐ | 142.79 | 165.57 | ‐ | ‐ | 165.57 |
| Landbanking | 16.18 | ‐ | ‐ | 16.18 | 16.18 | ‐ | ‐ | 16.18 |
| Total | 262.17 | 0.00 | 0.00 | 262.17 | 307.39 | 0.00 | 0.00 | 307.39 |
| IFRS 11 | BEFORE IFRS 11 | |||||||
|---|---|---|---|---|---|---|---|---|
| Belgium | Grand‐ Duchy of Luxembourg |
Poland | Total | Belgium | Grand‐ Duchy of Luxembourg |
Poland | Total | |
| Offices | 17.20 | ‐0.79 | ‐0.77 | 15.64 | 18.63 | ‐0.52 | ‐0.59 | 17.52 |
| Residential | 20.58 | ‐0.67 | ‐0.20 | 19.71 | 22.95 | ‐0.50 | ‐0.07 | 22.38 |
| Landbanking | 4.22 | 4.22 | 4.66 | ‐ | ‐ | 4.66 | ||
| Non allocated | 28.13 | 28.13 | 28.13 | ‐ | ‐ | 28.13 | ||
| Total | 70.12 | ‐1.46 | ‐0.97 | 67.70 | 74.37 | ‐1.02 | ‐0.66 | 72.69 |
| IFRS 11 | BEFORE IFRS 11 | |||||||
|---|---|---|---|---|---|---|---|---|
| Belgium | Grand‐ Duchy of Luxembourg |
Poland | Total | Belgium | Grand‐ Duchy of Luxembourg |
Poland | Total | |
| Offices | 47.38 | 19.38 | 54.08 | 120.84 | 56.67 | 70.84 | 64.61 | 192.12 |
| Residential | 195.87 | 24.52 | 4.99 | 225.38 | 248.80 | 41.20 | 4.99 | 294.99 |
| Landbanking | 96.89 | ‐ | ‐ | 96.89 | 96.89 | ‐ | ‐ | 96.89 |
| Total | 340.14 | 43.90 | 59.07 | 443.11 | 402.36 | 112.04 | 69.60 | 584.00 |
| ALLFIN GROUP SCA IM M OBEL SA | |||||
|---|---|---|---|---|---|
| 31‐12‐2016 | 31‐12‐2015 | 31‐12‐2015 | |||
| Operating result | 67.70 | 37.36 | 7.08 | ||
| Financial result | ‐3.87 | ‐5.48 | ‐6.43 | ||
| Result before taxes | 63.82 | 31.88 | 0.65 | ||
| Taxes | ‐10.18 | ‐6.25 | 0.05 | ||
| Income for the year | 53.64 | 25.63 | 0.70 | ||
| IMMOBEL share of income | 52.47 | 24.36 | 0.74 |
| ALLFIN GROUP SCA IM M OBEL SA | ||||
|---|---|---|---|---|
| 31‐12‐2016 | 31‐12‐2015 | 31‐12‐2015 | ||
| Inventories | 443.12 | 175.14 | 334.50 | |
| investments in joint ventures and associates | 70.22 | 66.12 | 63.40 | |
| Trade receivables and other assets | 82.26 | 63.40 | 32.30 | |
| Cash | 120.64 | 86.69 | 16.90 | |
| TOTAL ASSETS | 716.23 | 391.35 | 447.10 | |
| Shareholder equity | 314.95 | 165.49 | 194.40 | |
| Lont‐term financial debt | 281.58 | 152.19 | 147.80 | |
| Short‐term financial debt | 40.53 | 26.56 | 62.20 | |
| Trade payables and other liabilities | 79.17 | 47.11 | 42.70 | |
| TOTAL EQUITY AND LIABILITIES | 716.23 | 391.35 | 447.10 |
The operating profit amounts to € 9.3 million for the past financial year compared, mainly due to the sale of Gateway works in December and to the Landbanking sales.
The financial result amounts to € 14.9 million. It is mainly composed of interest charges on group financings (bonds and corporate lines) partially offset by interests income coming from the loans granted to subsidiaries and is positively influenced by the gain on sales of financial fixed assets, 18.7 MEUR, mainly the investments in subsidiaries The Green Corner and RAC 2.
IMMOBEL's financial year ended with a net profit of € 21.5 million.
The total Balance Sheet amounts to € 583,2 million and is mainly composed of financial investments in subsidiaries (€ 283,6 million), inventories directly hold by IMMOBEL SA (€ 92,9 million), short receivables on subsidiaries (€ 116,9 million), own shares (€ 55 million) and cash (€ 67,2 million).
The equity amounts to € 307,5 million as of 31 December 2016. The liabilities are mainly composed of long term debts (€ 205,9 million) and short term debts (€ 69,8 million).
The profit to be allocated, taking into account the amount carried forward from the previous year and the merger with ALLFIN, amounts to € 121.2 million.
Given the dividend policy approved by the Board of Directors and the 2016 results, the Board of Directors proposes to the General Meeting of Shareholders of 24th May 2017 to distribute a gross dividend of 2 EUR per share in circulation for the year 2016, an amount that will increase by 4 to 10% a year, subject to the absence of any currently unforeseen exceptional events.
The IMMOBEL Group faces the risks and uncertainties inherent to the property development sector as well as those associated with the economic situation and the financial world.
Without the list being exhaustive, we would like to mention the following in particular:
IMMOBEL is exposed to the national and international economic conditions and other events and occurrences that affect the markets in which IMMOBEL's property development portfolio is located: the office property market in Belgium (mainly in Brussels), Luxembourg and Poland; and the residential (apartments and plots) property market (Belgium, Luxembourg and Poland).
This diversification of both business and countries means it can target different clients, economic cycles and sales volumes.
Changes in the principal macroeconomic indicators, a general economic slowdown in Belgium or one or more of IMMOBEL's other markets, or on a global scale, could result in a fall in demand for office buildings or residential property or building plots, higher vacancy rates and higher risk of default of service providers, building contractors, tenants and other counterparties, any of which could materially adversely affect IMMOBEL's value of its property portfolio, and, consequently, its development prospects.
IMMOBEL has spread its portfolio of projects under development or earmarked for development so as to limit the impact of any deterioration in the real estate market by spreading the projects in terms of time and nature.
IMMOBEL's revenues are determined by disposals of real estate projects. Hence, the results of IMMOBEL can fluctuate significantly from year to year depending on the number of projects that can be put up for sale and can be sold in a given year.
Furthermore, it cannot be guaranteed that IMMOBEL will find a buyer for the transfer of its assets or that the transfer price of the assets will reach a given level. IMMOBEL's inability to conclude sales can give rise to significant fluctuations of the results.
The policy of diversification implemented by IMMOBEL for the last 5 years and the recent merger with ALLFIN has allowed it to reduce its concentration on and therefore its exposure to offices in Brussels with an increased portfolio of residential and landbanking projects, which should give it a revenue base and regular cash flows.
When considering property development investments, IMMOBEL makes certain estimates as to economic, market and other conditions, including estimates relating to the value or potential value of a property and the potential return on investment. These estimates may prove to differ from reality, rendering IMMOBEL's strategy inappropriate with consequent negative effects for IMMOBEL's business, results of operations, financial condition and prospects.
IMMOBEL takes a prudent approach to the acquisition and development of new projects and applies precise selection criteria. Each investment follows a clear and strict approval process.
IMMOBEL has acquired several office / residential / commercial projects in development or to be developed in Poland since 2011, thus confirming its strategy to continue its expansion in Poland.
While IMMOBEL has already carried out development projects in Poland in the past, its experience in managing projects outside Belux and its knowledge of this new market, its regulations and its standards is more limited.
Before acquiring a new project, IMMOBEL carries out feasibility studies with regard to urban planning, technology, the environment and finance, usually with the help of specialised consultants. Nevertheless, these projects are always subject to a variety of risks, each of which could cause late delivery of a project and consequently increase the length of time before it can be sold, engender a budget overrun or cause the loss or decrease of expected income from a project or even, in some cases, its actual termination.
Risks involved in these activities include but are not limited to: (i) delays resulting from amongst other things adverse weather conditions, work disputes, construction process, insolvency of construction contractors, shortages of equipment or construction materials, accidents or unforeseen technical difficulties; (ii) difficulty in acquiring occupancy permits or other approvals required to complete the project; (iii) a refusal by the planning authorities in the countries in which IMMOBEL operates to approve development plans; (iv) demands of planning authorities to modify existing plans; (v) intervention by pressure groups during public
consultation procedures or other circumstances; and (vi) upon completion of the development project, occupancy rates, actual income from sale of properties or fair value being lower than forecasted.
Taking into account these risks, IMMOBEL cannot be sure that all its development projects (i) can be completed in the expected timeframe, (ii) can be completed within the expected budgets or (iii) can even be completed at all. It is in the framework of controlling this risk and others that IMMOBEL has increased the diversification of its business/countries/clients, which allows it to reduce its concentration on any particular project or another.
Furthermore, IMMOBEL has some projects where an asset under development is preleased or pre-sold to a third party and where IMMOBEL could incur substantial liabilities if and when such projects are not completed within the pre-agreed timeline.
IMMOBEL's operations and property development portfolio are subject to various laws and regulations in the countries in which it operates concerning the protection of the environment, including but not limited to regulation of air, soil and water quality, controls of hazardous or toxic substances and guidelines regarding health and safety.
Such laws and regulations may also require IMMOBEL to obtain certain permits or licenses, which it may not be able to obtain in a timely manner or at all. IMMOBEL may be required to pay for clean-up costs (and in specific circumstances, for aftercare costs) for any contaminated property it currently owns or may have owned in the past.
As a property developer, IMMOBEL may also incur fines or other penalties for any lack of environmental compliance and may be liable for remedial costs. In addition, contaminated properties may experience decreases in value.
Loss of its managerial staff and other key personnel or the failure to attract and retain skilled personnel could hamper IMMOBEL's ability to successfully execute its business strategies.
IMMOBEL believes that its performance, success and ability to fulfil its strategic objectives depend on retaining its current executives and members of its managerial staff who are experienced in the markets and business in which IMMOBEL operates. IMMOBEL might find it difficult to recruit suitable employees, both for expanding its operations and for replacing employees who may resign, or recruiting such suitable employees may entail substantial costs both in terms of salaries and other incentive schemes.
The unexpected loss of the services of one or more of these key individuals and any negative market or industry perception arising from such loss could have a material adverse effect on IMMOBEL's business, results of operations, financial condition and prospects.
The conduct of its management teams, in Belgium, Luxembourg and in Poland, is therefore monitored regularly by the CEO and the Nomination Committee, one of the organs of the Board of Directors.
In the normal course of IMMOBEL's business, legal actions, claims against and by IMMOBEL and its subsidiaries and arbitration proceedings involving IMMOBEL and its subsidiaries may arise. IMMOBEL may be subject to other litigation initiated by sellers or purchasers of properties, tenants, contractors and subcontractors, current or former employees or other third parties.
In particular, IMMOBEL may be subject to warranty claims due to defects in quality or title relating to the leasing and sale of its properties. This liability may apply to defects in properties that were unknown to IMMOBEL but could have, or should have, been revealed.
IMMOBEL may also be subject to claims by purchasers of its properties as a result of representations and warranties about those properties given by IMMOBEL at the time of disposal.
IMMOBEL makes sure to control these risks with a systematic policy of taking out adequate insurance cover.
IMMOBEL is exposed to risk in terms of liquidity and financing which might result from a lack of funds in the event of non-renewal or cancellation of its existing financing contracts or its inability to attract new financing.
IMMOBEL does not initiate the development of a project unless financing for it is assured by both internal and external sources for the estimated duration of its development.
IMMOBEL gets its financing from several firstrate Belgian banking partners with which it has maintained longstanding good relations and mutual trust.
Given its current and future indebtedness, IMMOBEL is affected by a short or long-term change in interest rates, by the credit margins taken by the banks and by the other financing conditions.
IMMOBEL's financing is mainly provided on the basis of short-term interest rates (based on the Euribor rates for 1 to 12 months) with the exception of the 2011 and 2013 bond issues, which are fixed-rate. As part of a comprehensive risk management coverage programme, IMMOBEL introduced a policy to implement, as appropriate, adequate coverage against the risks associated with the interest rates on its debt through financial instruments.
Feasibility studies for each project are based on the predictions for long-term rates.
Following its entering in the Polish market, IMMOBEL is subject to currency exchange risks. There is the foreign currency transaction risk and the foreign currency translation risk.
IMMOBEL also makes sure whenever possible to carry out all of its operations outside the Eurozone in €, by having purchase, lease and sales contracts drawn up for the most part in €.
Any development project depends on obtaining urban planning, subdivision, urban development, building and environmental permits.
A delay in granting them or failure to grant them could impact on IMMOBEL's activities. Furthermore, the granting of a subdivision permit does not mean that it is immediately enforceable. An appeal against it is still possible.
Furthermore, IMMOBEL has to respect various urban planning regulations. Local authorities or public administrations might embark on a revision and/or modification of these regulations, which could have a material impact on IMMOBEL's activities.
IMMOBEL has contractual relations with multiple parties, such as partners, investors, tenants, contractors, financial institutions, architects. The inability of such counterparty to live up to their contractual obligations could have an impact on IMMOBEL's operational and financial position. IMMOBEL pays great attention, through appropriate studies, to the choice of its counterparties.
IMMOBEL is active in Belgium, Luxemburg and Poland. Changes in direct or indirect fiscal legislation in any of these could impact IMMOBEL's financial position.
Il There were no events after the balance sheet date that had a significant impact on the company's accounts except for:
To the Directors' knowledge, there should not be any circumstances likely to have any significant influence on the development of the Group.
In as much as it is necessary the Board of Directors reiterates that, given the nature of its business, the Group did not engage in any research and development activities during the year which has just ended.
The Board of Directors confirms that IMMOBEL used financial instruments intended to cover any rise in interest rates. The market value of these financial instruments was € 1,8 million at 31st December 2016.
Mrs Karin KOKS - van der SLUIJS and Mr Pierre NOTHOMB, appointed to the positions of Directors on November 17 and September 25, 2015 respectively, meet all the independence criteria stated in art. 524 and art. 526ter of the Belgian Companies' Code and sit on the Board of Directors and the Audit & Finance Committee of IMMOBEL as independent Directors. They hold university degrees, occupy positions as Directors in international groups and, as such, hold mandates in the Audit Committees of other companies and organisations.
In as far as it is necessary, the Board of Directors reiterates:
Concerning the information to be inserted in accordance with art. 96 § 1, 7 of the Belgian Companies' Code, the Board reports:
The Board of Directors reports that it has applied the conflict of interest procedure in relation to the following resolutions:
"Marnix Galle informed the Board that he has a potential conflict of interest within the meaning of article 523 of the BCC with regard to Agenda item 4. This potential conflict of interest arises because Marnix Galle is the ultimate controlling shareholder of ALLFIN. He declared that he will abstain from voting in accordance with article 523 of the BCC.
Hilde De Valck informed the Board that she has a potential conflict of interest of a functional nature with regard to Agenda item 4. This functional conflict of interest arises because Hilde De Valck is a member of the executive team of ALLFIN. She declared that she will abstain from voting in line with the Company's Code.
The other ALLFIN Nominates, i.e. Sophie Lambrighs and Piet Vercruysse, informed the Board that, in the spirit of the Company's Code, they feel they should not attend the Board for the deliberation and resolution on Agenda item 4.
(…)
Point 4 - Approval of the Business Plan (Art. 523 BCC)
(…)
Resolution: Following the deliberation, the Board (without presence of the ALLFIN Nominates) approved the Business Plan, such as proposed by the CEO and the CFO, reviewed by the AFC and commented on today, and decided to send it as such to the bankers to allow them to proceed to the valuation of the Company."
The formal decisions in relation to the merger between IMMOBEL and ALLFIN were taken at a meeting of the Board of Directors on 18 April 2016. The procedure laid down in Art. 523 BCC was applied to all the resolutions. Pursuant to article 523 of the BCC, resolutions taken in 2016 must be disclosed in this Annual Report relating to the financial year 2016. For the sake of transparency, the Company had decided to already publish the minutes of the meeting of the Board of Directors on 18 April 2016 relating to the proposed merger on their website pursuant to questions they received from a shareholder in the framework of the extraordinary shareholder's meeting that had to decide on the merger.
Please see: https://onedrive.live.com/?authkey=%21ABrS8k51c7N47Y4&cid=372D3DB24C6666B1&id=372D3DB24C6666B1 %2110715&parId=372D3DB24C6666B1%2110615&o=OneUp.
"Before the deliberation started, A3 Management BVBA, represented by Marnix Galle and AHO Consulting BVBA, represented by Alexander Hodac, declared that they had a potential conflict of interest, as defined under article 523 of the Belgian Company Code, with respect to the Agenda.
This potential conflict of interest arises because A3 Management BVBA, represented by Marnix Galle and AHO Consulting BVBA, represented by Alexander Hodac, as Executive Directors of the Company, are the beneficiaries of the remuneration to be decided upon by the Board of Directors.
In accordance with article 523, the Statutory Auditor of the Company will be informed of the existence of the conflict of interest.
Marnix Galle and Alexander Hodac did not participate to the deliberations or the resolutions.
The proposed resolution will have the following financial consequences for the Company:
The Board of Directors is of the opinion that the proposed remuneration packages are in line with market standards and are justified in view of their role and the efforts that are requested from them.
The Chairman of the RAC presented a memo prepared by Towers Watson, detailing the proposed packages for both the Executive Chairman and the CEO (sent to the Directors prior to the Meeting) and summarized the recommendation of the RAC in this respect.
The Chairman of the RAC explained that the packages proposed in the Towers Watson memo include a long-term incentive (LTI) component, which is an important incentive tool, but which is currently not in place at IMMOBEL. Such plan was deemed appropriate, necessary and in line with market practices by the Directors; they estimated that decisions on its structure and introduction should be made without delay after a further analysis and recommendation of the RAC.
Resolution: At the request of the Board of Directors, the RAC will further analyse how to implement LTI to be able to make a proposal to the next Board of Directors, who would then be able to make a proposal to the Shareholders.
Resolution: Upon recommendation of the RAC, the Board of Directors decided to grant the CEO, on a yearly basis, as from July 1st, 2016, a total cash compensation of maximum EUR 465,000, composed of:
Resolution: Upon recommendation of the RAC, the Board of Directors decided to grant the Executive Chairman on a yearly basis, as from July 1st, 2016, a total cash compensation of maximum EUR 490,000, composed of:
In addition, the Board of Directors decided to grant the Executive Chairman the following advantage in kind: car lease, cost of fuel and other car related expenses.
Resolution: Taking into account the above resolutions, the Board of Directors mandated:
(i) the RAC and Astrid De Lathauwer to prepare a management agreement for the Executive Chairman with a severance payment of up to 12 months, as well as an amendment to the current management agreement for the CEO;
(ii) ADL Comm. V, represented by Astrid De Lathauwer, and Arfin sprl, represented by Pierre Nothomb, to finalize and sign the management agreement for the Executive Chairman and the amendment to the management agreement for the CEO, with effect as of July 1st, 2016;
(iii) ADL Comm. V, represented by Astrid De Lathauwer, and Arfin sprl, represented by Pierre Nothomb, to finalize and send the KPI letter to the Executive Chairman of the Board and the updated KPI letter to the CEO."
Although legally not required, in order to guarantee the at arms' length character of the negotiations in relation to the merger between IMMOBEL and ALLFIN, the Board had decided to voluntarily apply a procedure similar to the procedure as set out in Article 524 CC and has appointed a committee of three independent to analyse the benefits and risks associated with the merger and to negotiate the terms and conditions of the merger and the related transaction documents and to express itself on the Merger in accordance with the requirements of Article 524 CC. An independent expert was also appointed.
The Committee of Independent Directors has drawn up a special report dated April 18th, 2016, the conclusions of which are:
In light of the foregoing considerations, the Committee believes that the Merger would not cause a manifestly unfair prejudice ("kennelijk onrechtmatige nadeel"/"dommages manifestement abusifs") to the Company in light of its strategy, within the meaning of Article 524, §2, BCC.
In view of the foregoing considerations, the Committee believes that the benefits of the Merger balance or outweigh any prejudice identified."
"In accordance with Article 524 §3 of the Companies Code, we have reviewed:
Based on our work performed, nothing has come to our attention that causes us to believe that the economic and verifiable data included in the minutes of the Board of Directors meeting of 18 April 2016 and the report of the Committee of the Independent Directors are not accurate".
The Board of Directors reminds the merger has been approved by the Extraordinary General Meeting of June 29th, 2016. All legally required documents were made available for all the Shareholders previously, in order to allow them this approval.
The Corporate Governance Statement is part of this Director's report.
Pursuant to article 34 of the Royal Decree of 14th November 2007 concerning the obligations of issuers of financial instruments admitted for trading on a regulated market, the Board of Directors of IMMOBEL states that the following information could have an incidence in case of takeover bid (being understood that the other elements are currently not applicable for IMMOBEL) :
1° the capital amounts to EUR 97,356,533.86 represented by 9,997,356 shares, without par value, each representing an equal part of the capital (art. 4 of the Articles of Association).
2° the Board of Directors is authorised to increase the share capital to a maximum amount of EUR 97,000,000.00 (article 13 of the Articles of Association), in view of the fact that the exercise of this power is limited in the event of a public takeover bid by article 607 of the Company Code – the Board is authorised, for a period of 3 years from the publication in the Belgian official journal thereof to acquire and dispose of shares of the company when this acquisition or disposal is necessary to avoid serious and imminent damage (art. 14 of the Articles of Association);
regarding the appointment and replacement of members of the Board of Directors, the Articles of Association specify that the Board of Directors consists of at least 5 members, appointed by the General Assembly, on the proposal of the Nomination Committee, and for a period of at most 4 years;
for amendments to the Articles of Association, there is no regulation other than that determined by the Company Code.
During the General Shareholders Meeting that will be take place on 24th May, you will have to vote on the renewal of the mandate of the company Zou2 sprl, represented by Mrs. Sophie LAMBRIGHS for a duration of 4 years expiring at the General Shareholders Meeting that will be hold in 2021.
Moreover, we remind you that Mrs. Annick VAN OVERSTRAETEN1 joined the Board of Directors of IMMOBEL following her cooptation by the Board of Directors of 28 September 2016, in replacement of Mrs. Hilde DE VALCK2 , who resigned on 29th June 2016, and that Mrs. Karin KOKS – van der SLUIJS was elected to the Board of Directors during the Extraordinary Shareholders Meeting of 17th November 2016.
Moreover, during this same General Meeting, you will also have to express an opinion on the reappointment of the Statutory Auditor, civil society under form of a SCRL Deloitte Reviseurs d'Entreprises. It is proposed to renew his mandate as Statutory Auditor for a period of 3 years ending after the Annual General Meeting to be held in 2020 for a fee of EUR 127,000 (excluding fees and disbursements) per year, indexed annually. The Statutory Auditor will be represented by Mr. Kurt DEHOORNE as lead partner.
It is also reminded you, the functions exercised by Mr. Jean-Paul BUESS*, Philippe HELLEPUTTE and Bartlomiej HOFMAN, and by Mrs. Joëlle MICHA* as Members of the Executive Committee of IMMOBEL reached an end in the course of the first half of 2016, following the merger with ALLFIN Group. The Board of Directors warmly thanks them.
On the Board of Directors of 29th June 2016, Mr. Marnix GALLE* and Mrs. Hilde DE VALCK* were asked to join as Members of the Executive Committee, which is composed since 22nd March 2017.
* * *
Permament representative of the civil company A.V.O. Management sprl. 2
Permament representative of the company DV Consulting, H. De Valck Comm.V
We therefore ask you to approve the terms of this report and grant discharge to the Members of the Board and the Statutory Auditor.
* * *
Agreed at the Meeting of the Board of Directors on 22nd March 2017.
AHO CONSULTING bvba représentée par Alexander Hodac Administrateur Délégué
A3 MANAGEMENT bvba représentée par Marnix Galle Président du Conseil
* acting for a company.
** acting for a company, since 1st February 2016.
*** acting for a company, since 1st January 2016.
IMMOBEL adheres to the principles of corporate governance contained in the Belgian Corporate Governance Code published on 12 March 2009 (hereafter Code 2009), which is available on the GUBERNA website: www.guberna.be.
IMMOBEL believes that its Corporate Governance Charter and the present Corporate Governance Statement reflect both the spirit and the rules of the Belgian Corporate Governance Code.
The Corporate Governance Charter describes in detail the structure of the Company's governance and its policies and procedures in matters of governance. This Charter can be consulted on the Company's website: www.immobel.be.
This section of the Annual Financial Report contains information concerning the way IMMOBEL put the principles of governance into practice during the past year.
| Name | Function | Date first appointment | End of term |
Professional addres |
|---|---|---|---|---|
| Marnix GALLE1 | Executive Chairman | September 25th, 2014 | AGM 2018 | Regentschapsstraat 58, 1000 Brussel |
| Alexander HODAC2 | Managing Director | December 1st, 2015 | AGM 2019 | Regentschapsstraat 58, 1000 Brussel |
| Astrid DE LATHAUWER3 | (Independant) Director |
August 26th, 2015 | AGM 2020 | c/o Ontex BVBA – Aalst Office Korte Keppestraat 21, 9320 Erembodegem |
In carrying out the functions concerned in the present report, Mr Marnix GALLE acts as the permanent representative of the company A³ Management sprl.
2 In carrying out the functions concerned in the present report, Mr Alexander HODAC acts as the permanent representative of the company AHO Consulting sprl.
3 In carrying out the functions concerned in the present report, Mrs Astrid DE LATHAUWER acts as the permanent representative of the company ADL Comm.V since May 26th, 2016; precedently she executed her mandate in her personal name.
| Karin KOKS - van der SLUIJS |
(Independant) Director |
November 17, 2016 | AGM 2020 | 't Breede Weer 10, 2265 EH Leidschendam (Nederland) |
|---|---|---|---|---|
| Sophie LAMBRIGHS4 | Director | September 25, 2014 | AGM 2017 | c/o Home Invest Belgium SA, Woluwelaan 60, 1200 Brussel |
| Pierre NOTHOMB5 | (Independant) Director |
September 25th, 2015 | AGM 2019 | c/o Deminor SA/NV Joseph Stevensstraat 7, 1000 Brussel |
| Annick VAN OVERSTRAETEN6 |
(Independant) Director |
September 28th, 2016 | AGM 2018 | c/o Lunch Garden SA/NV Olympiadenlaan 2, 1140 Brussel |
| Piet VERCRUYSSE | Director | September 25th, 2014 | AGM 2020 | Rue Clément Delpierre 67, 1310 La Hulpe |
| Jacek WACHOWICZ | (Independant) Director |
February 18, 2016 | AGM 2019 | Platnicza 44, 01-832 Warszawa, Poland |
The curriculum vitae of each Director in function (or of its permanent representative) can be summarized as follows:
Marnix GALLE, 53, completed a "Bachelor Degree in Arts & Sciences" with Economics as a major and Law as a minor at Tulane University in New Orleans, Louisana, USA. He began his professional career at Cegos Belgium in 1987 as a consultant and made his first steps in real estate in 1989 (family portfolio) until 2002. He created his own company ALLFIN in 2001, which became one of Belgium's leading real estate developers. ALLFIN Group acquired in 2014 a 29% stake in IMMOBEL, listed on Euronext Stock Exchange since 1863. ALLFIN and IMMOBEL merged in 2016 after
which he became its Executive Chairman. He is also Chairman of Urban Land Institute Belgium (2015-2018) as well as Director, Member and Trustee of several leading European and American associations. He is married to Michèle Sioen; they have six children.
4 In carrying out the functions concerned in the present report, Mrs Sophie LAMBRIGHS acts as the permanent representative of the company ZOU2 sprl.
5 In carrying out the functions concerned in the present report, Mr Pierre NOTHOMB acts as the permanent representative of the company ARFIN sprl.
6 In carrying out the functions concerned in the present report, Mrs Annick VAN OVERSTRAETEN acts as the permanent representative of the civil company A.V.O. - Management sprl.
Alexander HODAC, 36, after having obtained a degree in business engineering (Solvay/VUB), he started his professional career at Deloitte Corporate Finance-Real Estate (2005-2013) and served as Chief Commercial Officer of the Belgian residential REIT Home Invest Belgium from 2013 till 2015. In this last function, he was responsible for the entire acquisition and disposal process of existing assets/ portfolios and development projects with an investment value of up to 30 MEUR and a size of 30-150 units.
Astrid DE LATHAUWER, 53, after studying art history in Ghent and international politics and diplomatic sciences at KU Leuven, she started her career at Monsanto, first in the Marketing department, then as HR Manager for Eastern Europe. Afterwards she joined AT & T, where she works for eight years at various positions in Europe and the United States. In 2000 she went back in Belgium and joined Belgacom where she became Executive Vice President Human Resources for the Group in 2003. From January 2012 till September 2014, she worked at Acerta as
General Manager of the branch Acerta Consult. Since October 2014 she is Group HR Director at Ontex. She is also an Independent Director at Colruyt Group since September 2011.
Karin KOKS - van der SLUIJS, 48, has a Master Degree in Business Economics and a Bachelor degree in Commercial Economics and is a CFA Charterholder. During her 25-year career in the property industry, of which 16 years in international non-listed real estate, she worked with institutional clients, selecting and managing European and global real estate funds. In her five years with MN Vermogensbeheer she managed the European property portfolio. Subsequently she was at Aberdeen Asset Management for 10 years. Currently she holds the position of non-executive board
member of Genesta Capital and Fund Management S.à r.l., as well as Chairman of the Investment Committee. In addition, she serves as Supervisory Board member (and member of the Audit Committee) of the Dutch stock listed real estate company NSI N.V. , as External consultant for Accord Europe Ltd and as Senior Advisor at Masterdam B.V. two real estate corporate finance companies.
Sophie LAMBRIGHS, 45, started her career within the construction industry, in Brussels and Paris with a degree in civil engineering and construction (ULB) and an Executive Master in Management (Solvay Business School). Currently she is CEO of the regulated real estate company Home Invest Belgium, and Managing Director of its subsidiary Home Invest Development, in charge with the development of the projects for the REIT. Before joining Home Invest Belgium in June 2014, she was Consultant and Member of the Executive Committee of IMMOBEL. Precedently she
was working within the real estate department of Axa Belgium, first as Project Manager and finally as Investment Manager. She was also a member of the Board of Directors of the REIT Retail Estates.
Pierre NOTHOMB, 54, obtained a Master's degree in applied economics (UCL Louvain-la-Neuve). He joined Deminor at its launch 25 years ago, and has had (or still holds) numerous assignments with the Board of Directors of various companies or associations (such as ForSettlement (Fortis), Modulart, Imperbel, DBAssociates, Cercle de Lorraine, Domaine du Pont d'Oye, Epsylon) and of several Deminor group companies. Additionally, he is also active as a member of the audit committee of Sabam, Imperbel and of the Epsylon psychiatric hospitals group (La Ramée -
Fond'Roy). Prior to joining Deminor in 1991, he served with Coopers & Lybrand (now PriceWaterhouse Coopers) as Senior Auditor, and afterwards as corporate finance consultant with Petercam Securities.
Annick VAN OVERSTRAETEN, 51, has a Degree in Economics (KUL – 1987) and obtained a Master's in Management (IAG-UCL – 1992) and began her career in 1987 at Philips, as Project Leader within the Human Resources department. During the period 1991 till 1999, she continued her career in retail, specifically in the textile sector (New-D, Mayerline) and then moved into food world at Confiserie Leonidas, where she held the post of Commercial & Marketing Director (1999-2004). From 2004 to 2009, she served as Director of Operations of Quick Restaurants Belux SA. Currently
she is Chief Executive Officer and Director of Lunch Garden Group since 2010, Independent Director of QSR Belgium NV/SA and Independent Board Member of Euro Shoe Group NV.
Piet VERCRUYS SE, 67, graduated in law (magna cum laude) at KU Leuven in 1973 after technical studies. Admitted to the Brussels Bar in 1973, he also was assistant at KU Leuven from 1976 till 1979. He is co-founder of the law firm Vercruysse & Kadaner. He became Honorary Solicitor in 2003, and was a director of ALLFIN and ALLFIN Group between 2004 and 2010. He currently is Director of several non-listed holding companies.
Jacek WACHOWICZ, 50, after studying at University of Warsaw, he started his career at Raiffeisen Bank in Warsaw in 1992 as currency and bond trader. Afterwards he joined Cargill in Cobham (UK), where he first continued in the same field, and then as an Investment Manager responsible for proprietary equity investments in real estate transactions and non-performing loan portfolios in Central Europe. In 2007, after working five years at Heitman in London and Warsaw as Senior Vice-President, responsible for real estate investments, he joined TriGranit Development as
Managing Director for Poland. Afterwards he went in a temporary partnership with ALLFIN Lux, to acquire and develop real estate assets in Poland. From 2009 till 2010 he served as Consultant to the Warsaw stock listed, Austria based developer - Warimpex. Since 2010 he is with a Warsaw stock listed company - GTC - currently as the Chief Investment Officer and Member of the Management Board.
Pursuant to article 18 of the Articles of Association, the Board shall be convened by the Chairman of the Board of Directors, the Managing Director or two Directors.
In principle, the Board meets at least three times a year (in March, September and December). Additional meetings may be organized at any time, with reasonable notice. This frequency enables the Directors, among other things, to review the half-yearly accounts in September and the annual accounts in March, as well as the budgets in December. In 2016, the Board met on ten occasions, especially as a consequence of the merger with ALLFIN.
the Audit & Finance Committee shall have at least the following roles:
The charter foresees that the Audit & Finance Committee is made up of at least three members, which are all non-executive Directors and of which a majority are independent Directors. At least one member is competent in accounting and auditing matters. Since the entry into force of the Law of December 7, 2016, the chairman of the Audit & Finance Committee is appointed by the Board of Directors himself, and may not be its Chairman.
The Board of Directors ensures that the Audit & Finance Committee has sufficient relevant expertise to fulfil its role effectively, notably in accounting, audit and financial matters.
Pierre NOTHOMB, Chairman, Karin KOKS - van der SLUIJS7 , and Piet VERCRUYSSE8 ,Members.
In 2016, the Audit & Finance Committee met four times, at the request of its Chairman.
Since November 17th, 2016, in replacement of Mrs Astrid DE LATHAUWER.
8 Since June 29th,, 2016, in replacement of Mrs Hilde DE VALCK.
The "Remuneration & Appointments Committee", which met four times in 2016, was divided into two separate committees at the Board of Directors of September 28th, 2016: the "Remuneration Committee" and the "Nomination Committee", having both their responsibilities as assigned by law and mentioned in the Corporate Governance Charter of IMMOBEL.
The task of the Remuneration Committee consists of:
The Remuneration Committee consists of only non-executive Directors. At least most them are independent Directors which have the necessary expertise in remuneration policy.
A non-executive Director chairs the Remuneration Committee.
Astrid DE LATHAUWER, Chairwoman, Annick VAN OVERSTRAETEN9 , and Piet VERCRUYSSE10, Members.
In 2016 the Remuneration Committee met once, since it split off, at the request of its Chairwoman.
Since September 28th, 2016, in replacement of Mr Pierre NOTHOMB.
10 Since June 29th, 2016.
Its task consists of:
The Nomination Committee consists of most independent non-executive Directors.
The Chairman of the Board chairs the Committee. The Chairman can be involved but should not chair the Nomination Committee when dealing with the appointment of his successor.
Marnix GALLE12, Chairman, Astrid DE LATHAUWER13, and Annick VAN OVERSTRAETEN14, Members.
In 2016 the Nomination Committee met once, at the request of its Chairman.
11 The "Remuneration and Appointments Committee", which met four times in 2016, was divided into two separate committees at the Board of Directors of September 28th, 2016: the "Remuneration Committee" and the "Nomination Committee", having both their responsibilities as assigned by law and mentioned in the Corporate Governance Charter of IMMOBEL.
12 Since September 28th, 2016, date of creation of the Nomination Committee.
13 Since September 28th, 2016, date of creation of the Nomination Committee.
14 Since September 28th, 2016, date of creation of the Nomination Committee.
is in charge of:
The Board of Directors convenes in principle four times a year which does not allow investment decisionsmaking in line with industry's expectations. The Board of Directors therefore delegates purchasing powers to the Executive Committee for all investments up to MEUR 40 per project, including acquisition price and total development costs (including e.g. construction costs, financing costs, fees and taxes) based on the proposed feasibilities, taking into account the Company's share in case of a project in partnership. This means that the Executive Committee can, at its discretion, purchase property or similar rights for projects, the total cost of which amounting up to MEUR 40 without prior consent of the Investment Committee or the Board of Directors. Both the Investment Committee and the Board of Directors will ratify the purchase decision at their first subsequent meeting.
The Board of Directors further delegates purchasing powers to the Investment Committee for all investments up to MEUR 140, including acquisition price and total development costs (including e.g. construction costs, financing costs, fees and taxes), taking into account the Company's share in case of a project in partnership. This means that the Investment Committee can, at its discretion, mandate the Executive Committee to purchase property or similar rights for projects, the total cost of which not exceeding up to MEUR 140 per project without prior consent of the Board of Directors. The Board of Directors will ratify the purchase decision at is first subsequent meeting.
All investment processes must be based on extensive research, including a feasibility survey.
The Investment Committee consists of at least four Directors, including the Executive Chairman and the Chief Executive Officer.
Alexander HODAC, Chairman, Marnix GALLE, Karin KOKS – van der SLUIJS16 , Sophie LAMBRIGHS and Jacek WACHOWICZ17, Members.
In 2016 the Investment Committee met six times, at the request of its Chairman.
15 Formerly the Investment and Asset Management Committee ("IAMC" in abridged form).
16 Since November 17th, 2016, date of her appointment as Director.
17 Since February 18th, 2016, date of his appointment as Director.
The Executive Committee of the Company is composed of the Executive Chairman, the Chief Executive Officer and of the Members of the Executive Committee. He is primarily in charge of following tasks:
Alexander HODAC, Chairman, Valéry AUTIN, Nicolas BILLEN, Hilde DE VALCK, Marnix GALLE, Rudi op 't ROODT19, and Karim ZOUAOUI20, Members.
The Members of the Executive Committee are not related to each other.
18 As per March 22nd, 2017.
19 Since March 22nd, 2017.
of real estate assets in Belgium and the Grand Duchy of Luxembourg (since November 2012). After studying at the Solvay Business School (1996-2001) and having obtained a degree in Finance & Business Administration, he began his professional career with Arthur Andersen (which became Deloitte afterwards). In
Officer of the division "International Real Estate", responsible for legal and financial structuring of real estate transactions) and became Senior Manager in charge of clients in the real estate sector and the development of the business line "Real Estate Services". Between January 2010 and October 2012, he was Chief Financial Officer and member of the Executive Committee of Ascensio. Since September 2010, he was also assistant of the course "Advanced Accounting" at the Solvay Business School.
Nicolas BILLEN, 37, has joined IMMOBEL as Senior Development Director in September 2015, after an interlude of a few months (creation and launching of an internet start-up) especially allowing him to discover a new sector of activity and to complete his financial knowledge. Before, he worked for ALLFIN Group for nearly 7 years, first as commercial director, afterwards as development director. After his candidacies in Economic, Social and Politic Sciences at the Université Catholique de Louvain (2002), he pursued his studies at EPHEC and obtained his Bachelor in
Alexander HODAC, already listed above) can be summarized as follows:
Marketing in 2004. Afterwards, he acquired a first rewarding experience in real estate as Junior Account Manager at King Sturge and joined Jones Lang LaSalle in 2004 as Account Manager. He left JLL in 2008 as Key Account Manager after having contributed to the reinforcement of the visibility of the departments "Office Agency" and "Investment" on the market.
Hilde DE VALCK, 53, has joined IMMOBEL since the merger with ALLFIN Group in June 2016. In 2009, she became Chief Financial Officer at ALLFIN Group. She is Master in Commercial and Financial Sciences (EHSAL) and graduated from the «lnternational Management Program » of the Vlerick Business School; she started her career in 1986 at VGD Auditors. Afterwards she was, for more than 15 years, Financial Manager, then Chief Financial Officer at Group Staels, a group internationally active in the textile and clothing industry.
Rudi op 't ROODT, 53, joined ALLFIN in 2013 as Head of Technical Department. Since the merger with ALLFIN, he is responsible for the technical management and smooth development of all projects of IMMOBEL. He started his career at Van Roey SA (General Contractor), where, as Project Manager, he was responsible for the execution of large construction projects (industrial, hospitals, offices, hotels ...). In 1996, he became Director of the company Vernibouw / Eribel, involved in outfitting buildings. In 2006, after more than 19 years in the field of construction, he joined
the real estate sector: first at CIP and CIP Luxembourg (Project Director), and later at Project T & T (Operational Director). He has a degree in Civil Engineering (KUL 1987).
The "curriculum vitae" of the Members of the Executive Committee in function (except for Marnix GALLE and
Karim ZOUAOUI, 47, served since 2013, until the absorption by IMMOBEL in June 2016, as Head of Development at ALLFIN, where he made acquisitions and major developments in Brussels and Flanders. Before he was responsible for 5 years of the new acquisitions and expansion of Ghelamco Group in Belgium. He made his first professional experience at Cetelem, specialized in consumer credit (BNP Paribas). After that, he worked over 12 years in the telecom sector where he held various management positions, specializing in the management of retail channels
(wholesale distribution), B2C and Trade Marketing. He is a member of RICS and completed his degrees in marketing (RIHO, Brugge), business economics (VLEKHO, Brussels) and sales management (EHSAL, Brussels) with a Post Graduate in real estate expertise at Solvay Business School (ULB, Brussels).
The Executive Chairman and the Chief Executive Officer have established a Committee that assist them in the practical implementation of the executive powers (the "Management Team"). The Board of Directors have approved the creation of this Committee.
The Management Team is accountable for the exercise of its powers vis-à-vis the Executive Chairman and the Chief Executive Officer, and is in charge with the introduction of efficient systems of internal control and risk management as well as to ensure the day-to-day management of operations. It draws up and implements the policies of IMMOBEL the Executive Chairman and the Chief Executive Officer esteems to be of its competences.
Under the responsibility of the Executive Chairman and the Chief Executive Officer, he:
Philippe HELLEPUTTE, seated, in his capacity as Head of Landbanking, in the Executive Committee until after the merger with ALLFIN, then within the Management Team until his retirement in late January 2017. The Board of Directors thanks him for his commitment at IMMOBEL during his long career within the Group. He continues to execute certain missions within the Group.
Valéry AUTIN22, Head of Finance, Olivier BASTIN, CEO IMMOBEL Luxembourg, Nicolas BILLEN23, Head of Development, Hilde DE VALCK24, Head of Project Structuring and Financing, Sophie GRULOIS25, Head of Legal Services, Bartlomiej HOFMAN, CEO IMMOBEL Poland, Sandrine JACOBS26, Head of Marketing and Communication, Joëlle MICHA27, Head of Corporate Affairs, Rudi op 't ROODT28, Head of Technical Department, Olivier XHONNEUX29, Head of Landbanking30, and Karim ZOUAOUI31, Head of Business Development.
The "curriculum vitae" of the Members of the Management Team (except those for the Members of the Executive Committee, already listed above) can be summarized as follows:
Olivier BASTIN, 46, began his career in the banking sector (BACOB, 1994-1995) before joining the real estate sector at Intermarché where he contributed to the expansion of the brand in Wallonia (1995-1996). In 1997, he joined Jones Lang LaSalle where he was Head of the Office Agency Department for Belgium (1997-2005) before becoming Managing Director of the Luxembourg offices of the group (2005-2011). In 2010, he combined this function with that of Head of Capital Markets for Belux. He left JLL in late 2011 to join ALLFIN as CEO of the Luxembourg entity. He owns a
degree in Applied Economics (ULG, 1988-1992) and an MBA (ULG & Maastricht University, 1993-1994).
Sophie GRULO IS, 41, joined IMMOBEL further to the merger with ALLFIN Group in June 2016; she served as legal counsel of the latter since 2013. Previously, she worked for 2 years at PwC - Financial Services & Real Estate (FSRE) and acquired her experience in real estate at Goodman where she worked for more than 7 years as in-house lawyer. She started her career at the bar and worked for Freshfields for 2 years. She obtained her law degree at the KUL and has a LL.M. in "International Business Law" from King's College London.
21 As per March 22nd, 2017
22 Permanent representative of the company Val U Invest sprl.
23 Permanent representative of the company Pride Rock Belgium sprl.
24 Permanent representative of the company DV Consulting, H. De Valck Comm.V.
25 Permanent representative of the company SG Management sprl.
26 Permanent representative of the company Happybizz sprl.
27 Permanent representative of the company JOMI sprl.
28 Permanent representative of the company 2Build Consultancy sprl.
29 Permanent representative of the company Avimore sprl.
30 As from February 2017.
31 Permanent representative of the company K2 Concept sprl.
Sandrine JACOBS, 42, joined the Group in 2011 as head of our Polish subsidiary (Head of IMMOBEL Poland) and is Member of the Royal Institution of Chartered Surveyors (RICS). Prior to joining IMMOBEL, he has worked, since 1999, for Knight Frank and DTZ, specializing in the office sector, and from 2005, he was General Manager in charge with the Polish operations of the Austrian based investment fund Europolis (now CA Immo). He holds a Master degree from Warsaw University in International Relations and a Postgraduate degree in Property Valuation from Warsaw Technical University.
Joëlle MICHA, 47, joined the Group in 2000 as Company Secretary of the real estate investment trust Cibix. Then, since 2007, Head of Corporate Affairs, Compliance Officer and since 1st January 2016, Head of Legal & Corporate Affairs of IMMOBEL. Prior she worked as a Lawyer for Loeff Claeys Verbeke (currently Allen & Overy), as an authorised agent in a private bank (Bank Delen), and at the BFIC (currently FSMA) in the Markets Supervision department. She holds a Master in Law (UCL), a Master in Taxation (HEC-Liège), she also obtained the "Certified European Financial Analyst"
qualification (ABAF) and is Member of the IPI (Owner, Broker and Trustee). She is a Company Director in Belgium and the Grand Duchy of Luxembourg.
Olivier XHONNEUX, 45, joined IMMOBEL in 2012 as Operations and Project Manager with the aim of developing and optimizing the activities of the "Lanbanking" department of the Group. In this context, he helped to develop a new strategy and targeted marketing tools for the Landbanking Department. Passionated about real estate and landbanking, he started his career at Redevco (1996-2002) as a Business lawyer in real estate management and real estate development. He then managed the project development of shopping malls by Foruminvest (2002-2010) and by City
Mall (2010-2012). He holds a Master in Law (UCL), a certificate in European and International Law (Leiden - NL), and followed the program "Executive Programme en Immobilier" at the Solvay Business School. He is also a member of IPI.
The Belgian legislative framework for internal controls and risk management consists in the Law of 17 December 2008 (in application of the European Directive 2006/43 concerning corporate financial control), the Belgian Corporate Governance Code 2009 and Law of 6 April 2010 (CG Law).
The IFRS 7 likewise defines additional requirements with regards to management of risks related to financial instruments.
Nevertheless, the current Belgian legislative and normative framework specify neither the model of internal control to which the companies for which it is intended should conform, nor the modalities for implementing it (level of detail required).
IMMOBEL uses a system of risk management and internal control that was drawn up internally based on the "COSO32" model of internal control.
The COSO methodology is organized around five elements:
32 Abbreviation of "Committee of Sponsoring Organizations of the Treadway Commission".
The element "internal control environment" focuses on the following components:
IMMOBEL is the largest listed Belgian property developer. Since its foundation in 1863, the Group has devised, developed and marketed innovative urban projects in response to the needs of cities and their inhabitants. Thanks to its bold strategy and a talented workforce of around a hundred people, IMMOBEL has succeeded in diversifying its expertise and currently operates in the residential, office, retail and landbanking development sectors. Already in a leading position in the Belgian property market, IMMOBEL has also expanded internationally, in the Grand Duchy of Luxembourg and in Poland. Its portfolio now totals more than 850,000 m² of projects under development and the Group has a market capitalisation in excess of 550 MEUR.
IMMOBEL draws on all its skills and expertise to implement iconic projects whose hallmarks are sophisticated urban thinking and a pioneering approach. The Chambon project, a tour de force of urban regeneration in the centre of Brussels, the ambitious Infinity complex in Luxembourg and the redevelopment of the historic Granary Island site in Gdansk (Poland) are all examples of its outstanding development work.
IMMOBEL has a Board of Directors, an Investment Committee, an Audit & Finance Committee, a Remuneration Committee, a Nomination Committee and an Executive Committee.
Responsibility for drawing up IMMOBEL's strategy and for controlling the way it does business belongs primarily to the Board of Directors. The main responsibilities of the different Committees have been mentioned above (cfr. Decision-making bodies).
IMMOBEL takes a prudent attitude. Managing a portfolio of diversified projects that create long-term value through its three lines of activity.
IMMOBEL has a Good Behaviour Code that describes the principles of ethics and integrity that apply to each of the Directors and the Members of the Executive Committees as well as all the employees and external collaborators. This Code deals with aspects of conflict of interest, professional secrecy, corruption, and misuse of corporate funds and even business gifts.
IMMOBEL has also a Dealing and Disclosure Code whose main purpose is, among others, to ensure that Persons Discharging Managerial Responsibilities do not misuse, or place themselves under suspicion of misusing certain price sensitive information, ("Inside Information" as defined in the Dealing and Disclosure Code). Certain obligations are also imposed on persons closely associated with them (such as certain of their relatives or entities controlled by them).
The position of Compliance Officer has been created.
Competence of the Directors: Given their experience, the Directors possess the competencies and qualifications necessary to assume their responsibilities, particularly in matters of finance, accounting, investment and remuneration policy.
Competence of the Members of the Executive Committee and other staff: a recruitment process geared to the profiles required, adequate training and a policy of remuneration and evaluation based on the achievement of realistic and measurable goals make it possible to ensure the competence of IMMOBEL's staff.
IMMOBEL regularly carries out risk identification and evaluation exercises. They are mapped out and formal action plans are drawn up to deal with those risks for which the level of control is deemed to be inadequate. The Audit & Finance Committee monitors the implementation of these action plans.
The principle risks to which IMMOBEL is exposed are set out in detail in section I.B of the Directors' Report.
The control activities correspond to the regulations and procedures used to deal with the principal risks identified. Here are the main regulations and procedures established within IMMOBEL, we would like to mention:
IMMOBEL uses an appropriate software program as its financial management information system. In the transition period after the merger with the ALLFIN Group, IMMOBEL also uses another specific accounting and financial software. The maintenance and development of these systems is subcontracted to a partner.
Data continuity is also subcontracted to a partner who is contractually bound to follow a strict procedure to establish a reliable and secure information storage system.
For the entities in the IMMOBEL Group accounting is partially outsourced to a firm specialised in financial services. The finance department of IMMOBEL is naturally always in charge of the closure process and drafting the Annual Report, the Consolidated Financial Statements drawn up according to IFRS standards and the Annual Accounts. As from May 2017 it is intended to organise some insourcing of the accounting services.
Communication with the personnel and the various employees of IMMOBEL is appropriate to the size of the business. It is based mainly on work sessions, verbal communications from the management to the personnel as a whole, or internal e-mail notes signed mostly by the Chief Executive Officer.
In order to ensure rapid communication and equal treatment of all Shareholders, IMMOBEL publishes the Agenda and the Minutes of the Annual General Meetings, the half-yearly and annual Financial Results, Press Releases, the Articles of Association, the Corporate Governance Charter and the Annual Report on its website. Certain information is also published in the press.
The Audit & Finance Committee is responsible for supervising internal control. For the year 2016 and previously the Audit & Finance Committee did not consider it necessary to create the position of internal auditor to assist it in his mission, given the size and the activities of the Company and the Group.
Given the increase size and the activities of the Company and the Group, the Audit & Finance Committee will reassess in 2017 whether it is necessary or not to create a position of internal auditor to assist it in this mission.
In order to evaluate the control environment regularly, the Audit & Finance Committee entrusts the auditor with certain specific missions involving more thorough examination of internal control, consisting of testing the existing controls and identifying possible weaknesses compared to best practice. The Audit & Finance Committee ensures that the recommendations are implemented if the need arises.
During 2016, the Board of Directors decided to initiate the procedure provided for in Article 523 BCC, in the framework of the deliberations of the Board of Directors regarding the merger with its reference shareholder ALLFIN Group, as well as the remuneration to be allocated to the Executive Chairman and to the Chief Executive Officer after the merger.
Furthermore, the Board of Directors has also applied the Corporate Opportunities-procedure once, and more especially in September 2016.
There have also been two transactions: one between a Director of the Company and a Group subsidiary, and another between a collaborator of the Group and a Group subsidiary.
Application of the rules cited above has not given rise to any difficulty.
The Dealing and Disclosure Code intends to ensure that Directors, senior executives and other staff of IMMOBEL and affiliated entities do not misuse information which they may have about IMMOBEL which is not available to other investors.
These rules have been supplemented by an internal note summarizing the main legal obligations in this matter, particularly taking into account the new Regulation on Market Abuse as entered into force on July 3rd latest, with a view to increasing an awareness of their obligations in those concerned.
The Compliance Officer is tasked with ensuring compliance with said rules in order to reduce the risk of abuse of the market by insider trading. The Compliance Officer keeps lists of people who have or are liable to have privileged information and who know or cannot reasonably be unaware of the privileged nature of this information.
These rules provide, among others, in:
The obligation of Persons exercising managerial responsibilities to inform the Compliance Officer prior to the transaction, for their own account, on their own responsibility, relating to the shares or debt instruments of IMMOBEL or to derivatives or other related Financial Instruments, outside the Closed Periods and the Prohibited Periods;
The obligation of Persons exercising managerial responsibilities and persons closely associated with them to notify the Compliance Officer and the FSMA of any transactions they have made for their own account in shares or debt instruments of such Issuers or on derivative instruments or other related financial instruments. Such notification shall be made within three working days from the date of the transaction. This notification obligation does not apply as long as the total amount of transactions carried out during the same calendar year does not exceed the threshold of EUR 5,000. These persons obliged to notify may, but must not, authorize IMMOBEL to make such notifications to FMSA on their behalf. In such cases, they must always notify IMMOBEL of such relevant transactions promptly and no later than two working days from the date of the transaction;
During the past financial year, the job of Compliance Officer at IMMOBEL was carried out by Mrs Joëlle MICHA.
Application of the rules cited above has not given rise to any difficulty.
The Board of Directors of IMMOBEL assesses that, except those disclosed in the Note 27 to the Consolidated Financial Statements "Main contingent assets and liabilities", no governmental, legal or arbitration proceeding exists that may have, or have had in the recent past, significant effects on the financial position or rentability of the Company and that the Company is not aware of proceedings which are pending that could cause these governmental, legal or arbitration proceedings.
Based on the transparency declarations received by IMMOBEL, following shareholders are the most important (since June 29th, 2016):
| Shareholder at December 31, 2016 | Voting rights | % of the gross number of shares33 |
|---|---|---|
| A³ CAPITAL nv34 having its registered seat at 1000 Brussel, Akenkaai 52 |
||
| VEMACO nv35 having its registered seat at 1000 Brussel, Akenkaai 52 |
5 875 369 | 58,77 % |
| A³ MANAGEMENT bvba36 having its registered seat at 1000 Brussel, Akenkaai 52 |
||
| IMMOBEL sa/nv (own shares / Treasury shares) having its registered seat at 1000 Brussel, Regentschapsstraat 58 |
1 230 398 | 12,30 % |
| nv37 CAPFI DELEN ASSET MANAGEMENT having its registered seat at 2020 Antwerpen, Jan Van Rijswijcklaan 178 |
412 196 | 4,12 % |
There are no special voting rights and, to the extent known by the Company, no shareholder agreements. Further to a decision of the Board of Directors, the dividend rights of the treasury shares kept by IMMOBEL are suspended. In application of the Belgian Companies Code, these shares have no voting rights.
33 A gross number of 9,997,356 shares were issued.
34 Company controlled by Mr. Marnix GALLE.
35 Company controlled by Mr. Marnix GALLE.
36 Company controlled by Mr. Marnix GALLE.
37 Mutual fund.
During the General Meeting of November 17th, 2016, the Shareholders have authorized the Board of Directors to increase the Company's capital by a maximum amount of 97,000,000 EUR, in one or more occasions, dates and manner to be determined by the Board of Directors, and for a term of five years from the publication of this authorization in the Belgian Official Gazette.
The Company may acquire or take as security its own shares under the conditions determined by the law. The Board of Directors is authorized to sell, on the stock exchange or outside, at the conditions it determines, without prior authorization of the General Meeting, in accordance with the law.
By decision of the Extraordinary General Meeting of Shareholders of November 17th, 2016 the Board of Directors is authorized, for a term of 3 years dating from said Extraordinary General Meeting, to purchase or dispose of shares in the Company when this purchase or disposal is necessary to prevent any serious imminent harm. This authorization is granted for a period of three (3) years dating from publication of this authorization in the Annexes to the Belgian Official Gazette. Such authorization shall also be valid for the acquisition or the alienation of shares of the Company by a direct subsidiary according to article 627 of the BCC.
Furthermore, by decision of the Extraordinary General Meeting of November 17th, 2016, the Board of Directors is authorized to acquire or alienate shares of the Company to a maximum of twenty percent (20 %) of the issued shares at a price which will not be less than ten (10) EUR nor more than twenty percent (20 %) during the highest closing of the last twenty trading days of the Company shares on Euronext Brussels before the acquisition or alienation. This authorization is granted for a period of five (5) years from the date of the Extraordinary General Meeting of November 17th, 2016. This authorization also applies to the acquisition of shares of the Company by a direct subsidiary according to article 627 of the BCC.
The Board of Directors has full powers to cancel the shares acquired by the company in this way, to have the cancelation certified by notarial act and to amend and coordinate the Articles of Association to bring them into line with the decisions taken.
The rules governing the appointment and replacement of Directors and the amendment of the Articles of Association shall be those provided by the Companies Code, as well as by the Corporate Governance Charter of IMMOBEL.
The terms of change of control contained in credit agreements with financial institutions were approved by the General Meeting of 22nd May 2014, pursuant to section 556 of the Companies Act.
The Statutory Auditor is Deloitte Reviseurs d'Entreprises, represented by Kurt Dehoorne, which is headquartered at 1930 Zaventem, Gateway building, Luchthaven Nationaal 1J. Flat fees of Deloitte Reviseurs d'Entreprises charged to IMMOBEL SA for the examination and review of statutory and consolidated accounts amounted to 149 KEUR (excluding VAT). His fee for the review of the statutory accounts of subsidiaries amounted to 157 KEUR (excluding VAT).
Total fees charged by the Statutory Auditor and his network in 2016 in the exercise of the mandate on Group level amounted to 735 KEUR (excluding VAT).
BNP Paribas Fortis Bank is the Central Paying Agent of IMMOBEL for an indefinite period. The remuneration of the commission amounts up to 0.20 % of the net amount (VAT excluded) of the coupon and of the income securities presented in a securities account.
AHO Consulting bvba represented by Alexander Hodac Managing Director
A³ Management bvba represented by Marnix Galle Chairman of the Board
In 2016, the Company has continued the remuneration policy for the Directors described in Appendix 2 of the Corporate Governance Charter available on the Company's website (www.immobel.be).
The level and structure of the remuneration of the non-executive Directors are determined based on their general and specific responsibilities and market practice. This remuneration includes a basic fixed remuneration and a variable remuneration for the participation in the meetings of the Board, as well as for their participation to one or more Committees of the Board or for each chairmanship of a Committee.
Non-executive Directors receive no annual bonus, nor share options, nor participation in retirement plans. They are not entitled to any kind of compensation when their mandate ends.
Except the decisions related to the changes in the Director's remuneration, approved during the Extraordinary General Meeting of November 17th latest, related to, on the hand, the approval of the "Performance Share Plan 2017-2019" to the benefit of the Executive Chairman and of the Chief Executive Officer, and on the other hand, the reviewed remuneration of the non-executive Directors for the exercise of their functions as of November 17th , 2016, in order to take into account the effects of the merger, no changes were made to the remuneration policy for the Directors.
In 2016, the Company has continued the remuneration policy for the Members of the Executive Committee as described in Appendix 2 of the Corporate Governance Charter available on the Company's website (www.immobel.be).
The Board of Directors approves the appointment propositions of the Members of the Executive Committee, upon proposal by the Appointments Committee1 , and decides on their remuneration, based on the recommendations of the Remuneration Committee2 .
Further to the split of the Remuneration & Appointments Committee dated September 28th , 2016.
2 Further to the split of the Remuneration & Appointments Committee dated September 28th, 2016.
As of January 1st, 2016, until June 29th , 2016 the Executive Committee was made up of the following persons: Messrs Valéry Autin3 , Nicolas Billen4 , Jean-Paul Buess5 , Philippe Helleputte6 , Alexander Hodac7 and Bartlomiej Hofman8 as well as Mrs Joëlle Micha9 . Further to the merger with ALLFIN Group on June 29th latest, its composition has been reviewed as follows: Messrs Valéry Autin, Nicolas Billen, Marnix Galle10 and Alexander Hodac as well as Mrs Hilde De Valck11 .
The level and structure of remuneration for the Members of the Executive Committee at IMMOBEL are reviewed annually, and are such that they allow IMMOBEL to recruit, retain and motivate qualified and competent professionals considering the nature and the extent of their individual responsibilities on an ongoing basis.
A procedure exists for the evaluation of their performances: the non-executive Directors evaluate regularly their interaction with the Members of the Executive Committee.
The final decision regarding the variable remuneration to be paid out belongs to the Board of Directors (bearing in mind that the final decision will be taken upon evaluation of the performance in view of the objectives/performances criteria). The Board of Directors analyses the competitiveness of IMMOBEL's remuneration structure on the initiative of the Remuneration Committee.
Remuneration of the Members of the Executive Committee aims to:
During the year 2016, an uniformization of the principals and modalities of the variable remunerations was set up in the contracts with the, in Belgium active, Members of the Executive Committee.
The Board of Directors elects a Chairman from among its Members. The Chairman is designated based on his knowledge, skills, experience, and mediation strength.
3 As permanent representative of the company Val U Invest sprl, CFO.
4 As permanent representative of the company Pride Rock Belgium sprl, Head of Development.
5 As permanent representative of the company JPB Consulting sprl, Head of Technical Department (until June 29th, 2016).
6 Head of Landbanking.
7 As permanent representative of the company AHO Consulting sprl, CEO.
8 Head of IMMOBEL POLAND.
9 As permanent representative of the company JOMI sprl, Head of Legal & Corporate Affairs (until June 29th, 2016).
10 As permanent representative of the company A³ Management sprl, Executive Chairman since June 29th, 2016.
11 As permanent representative of the company DV Consulting, H. De Valck SCS, Head of Project Structuring & Financing since June 29th, 2016.
Since 1st January 2016, the remuneration of the Chairman of the Board amounts to 50,000 EUR per year (VAT excluded), for its non-executive responsibilities, which do, among others comprise:
In addition to his governance role as Chairman of the Board, he has been charged, in his capacity as Executive Chairman, among others with the task to lead and supervise (i) the establishment of a Real Estate Development strategy within the guidelines defined by the Board of Directors and (ii) together with the Chief Executive Officer, the departments "Development", "Technical" and "Communication & Marketing".
Upon proposal of an independent external expert, the Board of Directors has decided to attribute the following remuneration to the Chairman of the Board of Directors, for the exercise of its executive responsibilities within the Company (as of July 1st, 2016):
More in particular, the applied criteria to fix the individual remuneration of the Executive Chairman include, on the one hand, the Return on Equity as quantitative criterion, as defined and decided by the Board of Directors. On the other hand, the qualitative criteria include (with an identical weight for each of them):
the general qualitative criteria (applicable to all the Members of the Executive Committee) as mentioned below (point IV.A.) and which will be analysed in function of the responsibilities of each one;
the specific qualitative criteria (specific to the function of Executive Chairman):
The Remuneration Committee will assess whether the predefined criteria have been met. Finally, the Ordinary General Meeting of Shareholders will pronounce itself on the Remuneration Report, and approve it or not.
For the 1st half of 2016, the remuneration of the Chief Executive Officer is composed as follows:
For the remuneration as from July 1st, 2016, the Board of Directors has decided, upon proposal of the independent external expert, to attribute the following remuneration to the Chief Executive Officer:
More in particular, the applied criteria to fix the individual remuneration of the Chief Executive Officer include, on the one hand, the Return on Equity as quantitative criterion, as defined and decided by the Board of Directors. On the other hand, the qualitative criteria include (with an identical weight for each of them):
The Remuneration Committee will assess whether the predefined criteria have been met. Finally, the Ordinary General Meeting of Shareholders will pronounce itself on the Remuneration Report, and approve it or not.
Under reserve of the revision of the remuneration approved by the Shareholders during the Extraordinary General Meeting of Shareholders of November 17th, 2016, the principle of the remuneration allocated to the (nonexecutive) Directors for the execution of their missions until November 16th, 2016 is the same as the one decided by the Board of Directors of March 27th, 2015, in line with the recommendations of Guberna, as approved by the Shareholders during the Ordinary General Meeting of May 2016, being:
Below you will find a summary table containing the remunerations applicable since the decision of the Extraordinary General Meeting of November 17th, 2016 and the coming years:
| Estimated frequency of meetings | Remuneration & Attendance fee |
|---|---|
| Chairman : 50.000 EUR | |
| Director : 14.000 EUR | |
| Chairman = Nihil | |
| Director : | |
| 4 | 2.100 EUR / physical meeting ▪ |
| 1.050 EUR / phone meeting ▪ |
|
| Chairman : | |
| 2016 = 50.000 EUR (all in) | |
| 2017 : | |
| 3.100 EUR / physical meeting ▪ |
|
| 4 | 1.050 EUR / phone meeting ▪ |
| Members : | |
| 2.100 EUR / physical meeting ▪ |
|
| ▪ 1.050 EUR/ phone meeting |
|
| Chairman = CEO - Nihil | |
| Members : | |
| 2.100 EUR / physical meeting ▪ |
|
| ▪ 1.050 EUR / phone meeting |
|
| Chairman = Nihil | |
| Members : | |
| 1.050 EUR / physical meeting ▪ |
|
| 525 EUR / phone meeting ▪ |
|
| Chairman : | |
| 1.200 EUR / physical meeting ▪ |
|
| 525 EUR / phone meeting ▪ |
|
| Members : | |
| ▪ 1.050 EUR / physical meeting |
|
| ▪ 525 EUR/ phone meeting |
|
| Basic remuneration 4 (+ 6 – in function of the necessities, over the phone) 2 2 |
The Company reimburses the Directors' travel and accommodation expenses for attendance at the meetings and the exercise of their functions in the Board of Directors and its Committees. Furthermore, the Company ensures it takes the usual insurance policies to cover the activities that the Members of the Board of Directors carry out within the scope of their mandates.
The remuneration of the Members of the Executive Committee and the quantitative and qualitative criteria of their variable remuneration are fixed by the Board of Directors, on recommendation of the Remuneration Committee.
The individual sums of remuneration given directly or indirectly to (non-executive) Directors and to the Chairman of the Board in the execution of its non-executive responsibilities, for 2016 are shown in the table below. All the amounts shown are gross, i.e. before the deduction of tax.
| Attendances | Basic | ||||||
|---|---|---|---|---|---|---|---|
| BoD | AFC | RAC | RC | AC | IC (IAMC) | remuneration | |
| (VAT excl.) | |||||||
| A³ MANAGEMENT bvba12 | 9 | 4 | 1 | 6 | 50,000 | ||
| Astrid DE LATHAUWER13 | 4 | 2 | 2 | 15,666 | |||
| ADL Comm.V14 | 4 | 1 | 2 | 1 | 1 | 20,225 | |
| ARFIN sprl15 | 9 | 4 | 2 | 50,000 | |||
| ARSEMA sprl16 | 1 | 2 | 4,339 | ||||
| ZOU2 sprl17 | 9 | 7 | 34,192 | ||||
| DV CONSULTING, H. DE VALCK Comm. V 18 | 7 | 2 | 18,445 | ||||
| Piet VERCRUYSSE | 9 | 2 | 1 | 1 | 29,992 | ||
| Jacek WACHOWICZ | 7 | 5 | 22,803 | ||||
| A.V.O.-MANAGEMENT bvba19 | 2 | 1 | 1 | 8,787 | |||
| Karin KOKS-van der SLUIJS | 1 | 1 | 1 | 4,871 | |||
| GROSS TOTAL REMUNERATION | 259,321 |
12 Represented by its permanent representative Mr Marnix GALLE. Non-executive mandate until June 29th, 2016.
13 Until May 26th, 2016. As from that date the mandate was taken over by the company ADL Comm.V, represented by Mrs Astrid DE LATHAUWER.
14 Represented by its permanent representative Mrs Astrid DE LATHAUWER.
15 Represented by its permanent representative Mr Pierre NOTHOMB.
16 Represented by its permanent representative Mr Didier BELLENS. Has resigned with effect on February 18th , 2016.
17 Represented by its permanent representative Mrs Sophie LAMBRIGHS.
18 Represented by its permanent representative Mrs Hilde DE VALCK. Has resigned with effect on June 29th, 2016.
19 Represented by its permanent representative Mrs Annick van OVERSTRAETEN.
Remuneration of the Members of the Executive Committee (Executive Chairman and Chief Executive Officer included, cfr. infra) is divided into a fixed part and a variable part; the latter includes:
The Members of the Executive Committee do benefit from a weighted remuneration, at 50 % for quantitative aspects, and at 50 % for qualitative aspects, compared to total variable remuneration.
Further to the Board decision from December 7th, 2016, the same weight (50/50) will be applied in 2017. The objective being to reach, in the future, a weight attributed to each of the two criteria amounting respectively 80% and 20%.
Based on the global performance of the Company during 2016 and on the realization of the individual targets of the Members of the Executive Committee between January 1 st and December 31st , 2016, the variable part of the global remuneration (qualitative and quantitative) paid for 2016, represented 33,14 % of the basic remuneration for the Members of the Executive Committee (with exclusion of the one of the Executive Chairman and of the Chief Executive Officer, detailed below).
The variable remuneration of the Executive Chairman, of the Chief Executive Officer and of some Members of the Executive Committee amounts more than 25% of their respective remuneration per year. Further to the Extraordinary General Meeting of November 17th, 2016 it was expressly foreseen in article 16 of the articles of association that the Company may derogate from the provisions of article 520ter paragraph 1 and 2 as well as of article 525 last paragraph of the Belgian Company Law, for each person falling within the scope of these provisions. Thus, their remuneration is not spread over time. However, IMMOBEL has introduced a long-term incentive plan to the benefit of the Executive Chairman and of the Chief Executive Officer (cfr. Infra).
In the future, it may be extended to other Members of the Executive Committee.
| (01.01.2016-30.06.2016) | CEO | Executive Committee20 |
|---|---|---|
| Basic remuneration | 112,500 | 651,605 |
| Variable remuneration | 55,919 | 204,507 |
| Individual pension commitment | 0 | 29,39121 |
| Company car | 0 | 10,562 |
| (01.07.2016-31-12-2016) | Executive Chairman | CEO | Executive Committee22 |
|---|---|---|---|
| Basic remuneration | 162,50023 | 155,00024 | 330,000 |
| Variable remuneration | 79,300 | 76,232 | 120,776 |
| LTI | p.m. | p.m. | 0 |
The Board of Directors has decided the variable remuneration (« Short Term Incentive ») will be paid to the Members of the Executive Committee after the Board of Directors of March 2017 establishing the Annual Accounts per December 31st, 2016, subject to final approval by the General Meeting of May 2017.
It is reminded that the Extraordinary General Meeting of November 17th, 2016 has decided to approve a performance share plan « Performance Share Plan 2017-2019 ». This plan will yearly grant, under certain conditions, performance shares to the Executive Chairman and to the Chief Executive Officer. These "Performance Shares", offered free of charge to the beneficiaries, will vest definitively after a period of 3 full calendar years, if they meet the predefined performance targets based on the average return on equity over 3 years and the average net income per share over 3 years. The objectives are set annually by the Board of Directors, in accordance with the Company's strategy.
The exact degree to which the Performance Shares will be definitively acquired, will depend on the level of performance of the objectives achieved:
20 See composition of the Executive Committee above (point I.B.).
21 An outgoing Member of the Executive Committee has an individual pension commitment type "defined contribution and defined benefit plan" paid by the Company which includes life insurance, death insurance, disability insurance and a waiver of premium.
22 See composition of the Executive Committee above (point I.B.).
23 325,000 EUR on year basis.
24 310,000 EUR on year basis.
Upon the final vesting, the beneficiaries will not receive the dividend value of the last three years to which the acquired Performance Shares relate.
There will be an allotment of Performance Shares in each of the years 2017 to 2019 and the total number of Performance Shares will be 25% (target) per year of the base compensation. In 2017, a total of 3,528 shares will be granted subject to the achievement of the 100% performance objectives, broken down as follows (based on the value of the IMMOBEL share as at June 29th, 2016):
| Executive Chairman : | 25% * 325,000 EUR | = 1,806 Performance Shares |
|---|---|---|
| 45 EUR | ||
| Chief Executive Officer : | 25% * 310,000 EUR | = 1,722 Performance Shares. |
| 45 EUR |
The Corporate Governance Charter provides the Board of Directors regularly examines and evaluates its own performance and that of its Committees, as well as the efficacy of IMMOBEL's governance structure, including the number, role and responsibilities of the various Committees set up by the Board of Directors, under the leadership of its Chairman.
A periodic evaluation of the contribution made by each Director is carried out with a view to fine-tuning the composition of the Board of Directors to consider changing circumstances. Individual Directors' performance is evaluated as part of the re-election procedure.
Each year, at the proposal of the Remuneration Committee, the Board of Directors decides on the objectives of the Executive Chairman and of the Chief Executive Officer for the coming financial year and evaluates their performance for the period ending, in conformity with the procedure currently in place. This performance evaluation is also used to fix the variable part of their annual remuneration.
The shareholders have, on November 17th latest, accepted a performance share plan ("Performance Share Plan 2017-2019") for the benefit of the Executive Chairman and the Chief Executive Officer for the years 2017, 2018 and 2019. Furthermore, the mandate of the other Members of the Executive Committee currently does not include any right to shares, stock options or any other right to acquire shares.
The remuneration policy has been reviewed during 2016 for the coming years (cfr. above, point II).
The Members of the Executive Committee fulfil their duties to the Company based on a service provision contract. These contracts are like those generally agreed to with Members of their Executive Committee by other listed companies.
Any indemnity due to a Member of the Executive Committee by the IMMOBEL Group in the event of the termination of his service provision contract, will vary in function of the terms and conditions of the contract concerned, as specified hereafter, increased, if appropriate, by part of the variable remuneration linked to IMMOBEL's results.
The table below shows the periods of notice or compensatory severance payment due by the Group25 in case of termination of contracts with the Members of the Executive Committee, active within the Group per December 31st, 2016:
| Marnix Galle | : 12 month |
|---|---|
| Alexander Hodac | : 6 month |
| Hilde De Valck | : 6 month |
| Valéry Autin | : 3 month26 |
| Nicolas Billen | : 3 month |
There is no specific right to recover the variable remuneration awarded on the basis of incorrect financial information, except in the above-mentioned Performance Share Plan which contains a Claw Back Clause. As indicated above (point V.), the Board of Directors has decided that the variable remuneration ("Short Term Incentive") will be paid to the Members of the Executive Committee after the Board of Directors of March 2017 which draws up the Annual Accounts as at December 31st , 2016, subject to final approval by the Shareholders' Meeting of May 2017.
ADL Comm.V (represented by Astrid De Lathauwer) Chairwoman of the Remuneration Committee
A 3 MANAGEMENT bvba (represented by Marnix Galle) Chairman of the Board of Directors
25 On the date of establishment of the present report, being March, 22nd, 2017.
26 te vermeerderen met één maand na elk gepresteerd jaar, zonder echter 5 maand te overschrijden.
| I. | CONSOLIDATED ACCOUNTS 3 | |
|---|---|---|
| A. | CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (IN THOUSANDS €) 3 | |
| B. | CONSOLIDATED STATEMENT OF FINANCIAL POSITION (IN THOUSANDS €) 4 | |
| C. | CONSOLIDATED STATEMENT OF CASH FLOW POSITION (IN THOUSANDS €) 5 | |
| D. | CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (IN THOUSANDS €) 6 | |
| E. 1) 2) 3) 4) 5) 6) 7) 8) 9) 10) 11) 12) 13) 14) 15) 16) 17) 18) 19) 20) 21) 22) |
ACCOUNTING PRINCIPLES AND METHODS 7 GENERAL INFORMATION 7 STATEMENT OF COMPLIANCE WITH IFRS 7 PREPARATION END PRESENTATION OF THE FINANCIAL STATEMENTS 9 CONSOLIDATION RULES 9 FOREIGN CURRENCIES 10 INTANGIBLE ASSETS 10 TANGIBLE ASSETS 11 INVESTMENT PROPERTY 11 LEASES 11 FINANCIAL INSTRUMENTS 12 INVENTORIES 13 PROVISIONS 13 EMPLOYEE BENEFITS 14 GRANTS RELATED TO ASSETS OR INVESTMENT SUBSIDIES 14 REVENUE FROM ORDINARY OPERATION 14 IMPAIRMENT ON VALUE ASSETS 15 BORROWING COSTS 15 TAXES 15 DISCONTINUED OPERATIONS 16 MAIN SOURCES OF UNCERTAINTIES RELATED TO THE ESTIMATIONS AND MAIN JUDGEMENTS 16 TEMPORARY JOINT VENTURES 16 SEGMENT REPORTING 16 |
|
| F. 1) 2) |
PRIOR NOTE REGARDING THE MERGER BY ABSORPTION OF ALLFIN GROUP 17 CONSOLIDATED FINANCIAL STATEMENTS REFLECT : 17 OVERVIEW OF ASSETS AND LIABILITIES AS OF THE MERGER OF 29 JUIN 2016 19 |
|
| G. 1) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS €) 21 OPERATING SEGMENT ‐ FINANCIAL INFORMATION BY BUSINESS SEGMENT 21 |
| 2) | TURNOVER 26 | |
|---|---|---|
| 3) | OTHER OPERATING INCOME 26 | |
| 4) | COST OF SALES 27 | |
| 5) | ADMINISTRATION AND MARKETING 27 | |
| 6) | AMORTISATION, DEPRECIATION AND IMPAIRMENT OF ASSETS 27 | |
| 7) | OTHER OPERATING EXPENSES 28 | |
| 8) | JOINT VENTURES AND ASSOCIATES 29 | |
| 9) | FINANCIAL RESULT 29 | |
| 10) | INCOME TAXES 30 | |
| 11) | EARNINGS PER SHARE 31 | |
| 12) | INTANGIBLE ASSETS 31 | |
| 13) | PROPERTY, PLANT AND EQUIPMENT 31 | |
| 14) | INVESTMENT PROPERTY 32 | |
| 15) | INVESTMENTS IN JOINT VENTURES AND ASSOCIATES 32 | |
| 16) | DEFERRED TAX 36 | |
| 17) | INVENTORIES 37 | |
| 18) | TRADE RECEIVABLES 38 | |
| 19) | OTHER CURRENT ASSETS 39 | |
| 20) | INFORMATION RELATED TO THE NET FINANCIAL DEBT 39 | |
| 21) | EQUITY 43 | |
| 22) | PENSIONS AND SIMILAR OBLIGATIONS 43 | |
| 23) | PROVISIONS 45 | |
| 24) | TRADE PAYABLES 45 | |
| 25) | OTHER CURRENT LIABILITIES 46 | |
| 26) | MAIN CONTINGENT ASSETS AND LIABILITIES 46 | |
| 27) | CHANGE IN WORKING CAPITAL 47 | |
| 28) | INFORMATION ON RELATED PARTIES 47 | |
| 29) | EVENTS SUBSEQUENT TO REPORTING DATE 47 | |
| 30) | COMPANIES OWNED BY THE IMMOBEL GROUP 48 | |
| H. | STATEMENT FROM THE RESPONSIBLE PERSONS 51 | |
| STATUTORY AUDITOR'S REPORT 52 | ||
| II. | STATUTORY CONDENSED FINANCIAL STATEMENTS 54 | |
| A. | SUMMARY OF ACCOUNTING POLICIES 56 |
| NOTES 31/12/2016 31/12/2015 31/12/2015 | ALLFIN GROUP Published |
IMMOBEL SA Published |
|
|---|---|---|---|
| OPERATING INCOME | 298 634 | 93 824 | 60 641 |
| Turnover 2 |
262 174 | 87 963 | 53 926 |
| Other operating income 3 |
36 460 | 5 861 | 6 715 |
| OPERATING EXPENSES | -238 657 | -62 034 | -53 113 |
| Cost of sales 4 |
-220 132 | -52 844 | -33 695 |
| Administration and Marketing 5 |
-7 338 | -1 688 | -6 796 |
| Amortisation, depreciation and impairment of assets 5 |
- 965 | - 548 | -2 638 |
| Change in the fair value of investment property 14 |
45 | - | 115 |
| Other operating expenses 7 |
-10 267 | -6 954 | -10 099 |
| JOINT VENTURES AND ASSOCIATES | 7 719 | 5 574 | - 445 |
| Gain (loss) on sales of joint ventures and associates 8 |
8 249 | - | - |
| Share in the net result of joint ventures and associates 8 |
- 530 | 5 574 | - 445 |
| OPERATING RESULT | 67 696 | 37 364 | 7 083 |
| Interest income | 1 951 | 3 426 | 2 271 |
| Interest expense | -4 793 | -8 103 | -8 281 |
| Other financial income | 1 507 | 850 | 135 |
| Other financial expenses | -2 539 | -1 655 | - 556 |
| FINANCIAL RESULT 9 |
-3 874 | -5 482 | -6 431 |
| RESULT FROM CONTINUING OPERATIONS BEFORE TAXES | 63 822 | 31 882 | 652 |
| Income taxes 10 |
-10 183 | -6 245 | 52 |
| RESULT FROM CONTINUING OPERATIONS | 53 639 | 25 637 | 704 |
| RESULT OF THE YEAR | 53 639 | 25 637 | 704 |
| Share of non-controlling interests | 1 165 | 1 275 | - 34 |
| SHARE OF IMMOBEL | 52 474 | 24 362 | 738 |
| RESULT OF THE YEAR | 53 639 | 25 637 | 704 | |
|---|---|---|---|---|
| Other comprehensive income - items subject to subsequent recycling in the income statement |
27 | 2 | 54 | |
| Currency translation | 27 | 2 | 54 | |
| Other comprehensive income - items that are not subject to subsequent recycling in the income statement |
158 | 53 | 178 | |
| Actuarial gains and losses (-) on defined benefit pension plans | 158 | 53 | 178 | |
| Deferred taxes | - | - | - | |
| TOTAL OTHER COMPREHENSIVE INCOME | 185 | 55 | 232 | |
| COMPREHENSIVE INCOME OF THE YEAR | 53 824 | 25 692 | 936 | |
| Share of non-controlling interests | 1 165 | 1 275 | - 34 | |
| SHARE OF IMMOBEL | 52 659 | 24 417 | 970 | |
| NET RESULT PER SHARE (€) (DILUTED AND BASIC) | 11 | 5,99 | 4,15 | 0,18 |
| COMPREHENSIVE INCOME PER SHARE (€) (DILUTED AND BASIC) | 11 | 6,01 | 4,16 | 0,24 |
| ASSETS | NOTES 31/12/2016 31/12/2015 31/12/2015 ALLFIN GROUP Published |
IMMOBEL SA Published |
|
|---|---|---|---|
| NON-CURRENT ASSETS | 88 346 | 108 165 | 67 538 |
| Intangible assets 12 |
142 | 25 | 169 |
| Property, plant and equipment 13 |
898 | 296 | 730 |
| Investment property 14 |
2 874 | 2 715 | 2 829 |
| Investments in joint ventures and associates 15 |
70 215 | 66 122 | 63 373 |
| Other non-current financial assets | 3 730 | 28 328 | - |
| Deferred tax assets 16 |
7 042 | 1 531 | 186 |
| Other non-current assets | 3 445 | 9 149 | 251 |
| CURRENT ASSETS | 627 886 | 283 186 | 379 607 |
| Inventories 17 |
443 115 | 175 414 | 334 541 |
| Trade receivables 18 |
12 112 | 6 712 | 6 037 |
| Tax receivables | 837 | 332 | 178 |
| Other current assets 19 |
32 471 | 8 311 | 10 370 |
| Advances to joint ventures and associates | 17 641 | - | 11 529 |
| Other current financial assets | 1 072 | 5 730 | - |
| Cash and cash equivalents 20 |
120 638 | 86 687 | 16 952 |
| TOTAL ASSETS | 716 232 | 391 351 | 447 145 |
| EQUITY AND LIABILITIES | NOTES 31/12/2016 31/12/2015 31/12/2015 | |||
|---|---|---|---|---|
| ALLFIN | IMMOBEL | |||
| GROUP | SA | |||
| Published | Published | |||
| TOTAL EQUITY | 21 | 314 949 | 165 466 | 194 358 |
| EQUITY SHARE OF IMMOBEL | 311 032 | 156 347 | 194 375 | |
| Share capital | 97 189 | 60 302 | 60 302 | |
| Retained earnings | 213 248 | 95 989 | 133 596 | |
| Reserves | 595 | 56 | 477 | |
| NON-CONTROLLING INTERESTS | 3 917 | 9 119 | - 17 | |
| NON-CURRENT LIABILITIES | 286 685 | 160 547 | 145 534 | |
| Employee benefit obligations | 22 | 102 | - | 264 |
| Deferred tax liabilities | 2 803 | 6 702 | - | |
| Provisions | - | 52 | 4 | |
| Financial debts | 20 | 281 578 | 152 191 | 143 757 |
| Derivative financial instruments | 20 | 1 699 | 1 570 | - |
| Trade payables | 24 | 503 | - | 1 509 |
| Other non-current liabilities | - | 32 | - | |
| CURRENT LIABILITIES | 114 598 | 65 338 | 107 253 | |
| Provisions | 23 | 1 780 | - | 3 728 |
| Financial debts | 20 | 40 532 | 26 560 | 62 267 |
| Derivative financial instruments | 20 | 90 | 88 | 140 |
| Trade payables | 24 | 33 763 | 14 319 | 18 894 |
| Tax liabilities | 11 934 | 6 149 | 163 | |
| Other current liabilities | 25 | 26 499 | 18 222 | 22 061 |
| TOTAL EQUITY AND LIABILITIES | 716 232 | 391 351 | 447 145 |
| NOTES | 31/12/2016 | 31/12/2015 ALLFIN GROUP Published |
31/12/2015 IMMOBEL SA Published |
|
|---|---|---|---|---|
| Operating income | 298 634 | 93 823 | 60 641 | |
| Non-cash items resulting from the merger : | ||||
| Badwill | -14 940 | - | - | |
| Fair value of IMMOBEL shares - treasury shares | -2 832 | - | - | |
| Operating expenses | -238 657 | -56 460 | -53 113 | |
| Amortisation, depreciation and impairment of assets | 6 | 965 | 52 | 2 638 |
| Change in the fair value of investment property | 14 | - 45 | 131 | - 115 |
| Change in provisions | 23 | -1 173 | 51 | 239 |
| Disposal of joint ventures and associates | 15 | 14 025 | -3 122 | 134 |
| Repayment of capital and advances by joint ventures | 15 | 18 724 | 229 | 16 541 |
| Acquisitions, capital injections and loans to joint ventures and associates | 15 | -7 209 | -2 359 | -7 133 |
| CASH FLOW FROM OPERATIONS BEFORE CHANGES IN WORKING CAPITAL |
67 492 | 32 345 | 19 832 | |
| Change in working capital | 27 | 26 106 | -7 415 | -4 369 |
| CASH FLOW FROM OPERATIONS BEFORE PAID INTERESTS AND PAID TAXES |
93 598 | 24 930 | 15 463 | |
| Paid interests | 9 | -9 693 | -6 399 | -9 688 |
| Interest received | 9 | 1 951 | - | 2 271 |
| Other financing cash flows | 9 | -1 246 | - | - 421 |
| Paid taxes | 10 | -9 323 | -2 340 | - 79 |
| CASH FROM OPERATING ACTIVITIES | 75 287 | 16 191 | 7 546 | |
| Acquisitions of intangible, tangible and other non-current assets | - 335 | - | - 150 | |
| Cash and cash equivalents from reverse acquisition1 | 16 116 | - | - | |
| CASH FROM INVESTING ACTIVITIES | 15 781 | 0 | - 150 | |
| Increase in financial debts | 20 | 107 009 | 14 996 | 16 711 |
| Repayment of financial debts | 20 | -133 627 | - | -29 327 |
| Dividends received | - | 984 | -3 298 | |
| Gross dividends paid | -30 499 | -7 632 | -3 298 | |
| Other cash flow | - | 4 536 | -3 298 | |
| CASH FROM FINANCING ACTIVITIES | -57 117 | 12 884 | -22 510 | |
| NET INCREASE OR DECREASE (-) IN CASH AND CASH EQUIVALENTS | 33 951 | 29 075 | -15 114 | |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 86 687 | 57 612 | 25 470 | |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | 120 638 | 86 687 | 10 356 |
Acquisitions and sales of projects, either directly or indirectly through the acquisition or the sale of project company (subsidiaries, joint venturesand associates), are not considered as investing activities and are directly included in the cash flows from the operating activities, mainly "Operating income / Operating expenses and change in working capital".
see prior note to the merger by absorption of ALLFIN GROUP
| CAPITAL | RETAINE | ACQUISI | CURRENC | RESERVE | EQUITY TO | NON | TOTAL | |
|---|---|---|---|---|---|---|---|---|
| D | TION | Y | FOR | BE | CONTROL | EQUITY | ||
| EARNING | RESERVE | TRANSLA | DEFINED | ALLOCATE | -LING | |||
| S | TION | BENEFIT PLANS |
D TO THE GROUP |
INTEREST S |
||||
| 2015 ALLFIN GROUP | ||||||||
| Balance as at 01-01-2015 | 37 054 | 102 372 | - | 54 | 0 | 139 480 | 7 825 | 147 305 |
| Comprehensive income for the | ||||||||
| year | - | 24 362 | - | 2 | 53 | 24 417 | 1 275 | 25 692 |
| Dividendes paids | - | -7 632 | - | - | - | -7 632 | - | -7 632 |
| Other changes | - | 82 | - | - | - | 82 | 19 | 101 |
| Changes in the year | - | 16 812 | - | 2 | 53 | 16 867 | 1 294 | 18 161 |
| Balance as at 31-12-2015 | 37 054 | 119 184 | - | 56 | 53 | 156 347 | 9 119 | 165 466 |
| 2015 IMMOBEL SA | ||||||||
| Balance as at 01-01-2015 | 60 302 | 136 156 | - | - 57 | 302 | 196 703 | 8 | 196 711 |
| Comprehensive income for the | ||||||||
| year | - | 738 | - | 54 | 178 | 970 | - 34 | 936 |
| Dividendes paids | - | -3 298 | - | - | - | -3 298 | -3 298 | |
| Other changes | - | - | - | - | - | 9 | 9 | |
| Changes in the year | - | -2 560 | - | 54 | 178 | -2 328 | - 25 | -2 353 |
| Balance as at 31-12-2015 | 60 302 | 133 596 | - 3 | 480 | 194 375 | - 17 | 194 358 | |
| CAPITAL | RETAINE | ACQUISI | CURRENC | RESERVE | EQUITY TO | NON | TOTAL | |
| D | TION | Y | FOR | BE | CONTROL | EQUITY | ||
| EARNING | RESERVE | TRANSLA | DEFINED | ALLOCATE | -LING | |||
| S | TION | BENEFIT | D TO THE | INTEREST | ||||
| PLANS | GROUP | S | ||||||
| 2016 | ||||||||
| Balance as at 01-01-2016 | 60 302 | 119 184 | -23 248 | 56 | 53 | 156 347 | 9 119 | 165 466 |
| Comprehensive income for the year |
- | 52 474 | - | 27 | 158 | 52 659 | 1 165 | 53 824 |
| Merger IMMOBEL / ALLFIN | ||||||||
| GROUP | 37 054 | 148 117 | - 126 | 480 | 185 525 | - 36 | 185 489 | |
| Dividendes paids2 | - | -27 979 | - | - | - | -27 979 | -4 200 | -32 179 |
| Other changes | - 167 | 15 | 9 855 | - | - | 9 703 | -2 131 | 7 572 |
| Changes in the year | 36 887 | 24 510 | 157 972 | - 99 | 638 | 219 908 | -5 202 | 214 706 |
| Treasury shares held : | ||||||||
| Fair value as of 29-06-2016 | - | - | -55 368 | - | - | -55 368 | - | -55 368 |
| Adjustment based on the share | - | - | -9 855 | - | - | -9 855 | - | -9 855 |
| price of 31-12-2016 | ||||||||
| Value of treasury shares held Balance as at 31-12-2016 |
- 97 189 |
- 143 694 |
-65 223 69 501 |
- - 43 |
- 691 |
-65 223 311 032 |
- 3 917 |
-65 223 314 949 |
Following the merger by absorption of ALLFIN GROUP on June 29, 2016, the share capital of IMMOBEL SA is represented by 9,997,356
ordinary shares, including 1,230,398 treasury shares, compared with 4,111,987 at December 31, 2015.
A gross dividend of € 2.00 per share (excluding treasury shares) was proposed by the Board of Directors on 22 March 2017.
It will be submitted to shareholders for approval at the general meeting. The allocation of the result has not been recognized in the financial statements as of December 31, 2016.
Dividends paid prior to the reverse acquisition to ALLFIN GROUP shareholders.
IMMOBEL (hereafter named the "Company") is a limited company incorporated in Belgium. The address of its registered office is Rue de la Régence 58 at 1000 Brussels.
The consolidated financial statements have been prepared in accordance with IFRS (International Financial Reporting Standards) as adopted in the European Union. The Board of Directors settled the consolidated financial statements and approved their publication on 22nd March 2017.
The application of these standards does not have a significant impact on the consolidated accounts of the group.
The group did not apply early the following standards and interpretations, application of which was not mandatory at 31 December 2016.
IFRS 16 Leases (applicable for annual periods beginning on or after 1 January 2019, but not yet endorsed in the EU)
Improvements to IFRS (2014-2016) (applicable for annual periods beginning on or after 1 January 2017 or 2018, but not yet endorsed in the EU)
The potential impacts of these standards and interpretations on the consolidated accounts of the group are being determined. The Group does not expect these changes to have a significate impact on the Group's financial statements, except for IFRS 15 and IFRS 16.
The IASB published a new standard IFRS 15 Revenue from contracts with customers. This standard will replace IAS 18 Revenue and IAS 11 Construction contracts. IFRS 15 defines how and when a company applying IFRS standards should recognise revenues from its activities. An additional explanatory disclosure will have to be provided.
As a consequence, the recognition of revenue from contracts with customers will be ruled by one standard based on a five-step model.
The rule will be applicable from January 1st, 2018. To determine the impact of the implementation of the standard, the ongoing contracts will be analysed to identify the performance obligations as defined by IFRS 15. Although the financial impact from the implementation of IFRS 15 cannot be estimated at this point in time.
The group expects that revenue recognition can still be based on the principle of the percentage of completion. Timing of revenue recognition could however differ for a limited number of contracts.
IFRS 16 Leases was published in January 2016. This standard, not yet endorsed in EU, defines how a company applying IFRS will account, measure and disclose leases in financial statements. The standard requires from the lessee to account in the statement of financial position all assets and liabilities related to leases with a duration higher than 12 months, except for leased assets having a very low value.
The Group's obligations relating to non-cancellable operating leases are disclosed in note 7.
The consolidated financial statements are presented in thousands of EUR.
They are prepared on the historical cost basis, except for investment property, securities held for trading, availablefor-sale securities and derivative financial instruments which are measured at fair value.
The consolidated financial statements include the financial statements of the Company and its subsidiaries, as well as interests in joint ventures and in associated companies accounted for using the equity method.
All intragroup balances, transactions, revenue and expenses are eliminated.
Subsidiaries are companies controlled by the Group.
Control is achieved when the Company:
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
The financial statements of subsidiaries are included in the consolidated financial statements from the date when control begins until the date when control ends.
A joint venture is a contractual agreement whereby the Group and one or several parties agree to undertake an economic activity under joint control. The joint venture agreement generally results in the creation of one or more distinct jointly controlled entities.
Since 1st January 2014, joint ventures, which were previously consolidated using the proportional method, are included in the consolidated financial statements using the equity method.
Associates are entities over which the Group has significant influence through its participation in their financial and operating policy decisions. They are neither subsidiaries, nor joint ventures of the Group.
Significant influence is presumed if the Group, directly or indirectly, holds 20 % or more but less than 50 % of the voting rights through its subsidiaries.
Interests in associates are accounted for in the consolidated financial statements using the equity method, from the date when significant influence begins until the date when it ends. The book value of interests is decreased, if applicable, so as to record any impairment of individual interests.
The financial statements of subsidiaries, joint ventures and associates with reporting dates other than 31 December (reporting date of the Company) are adjusted so as to take into account the effect of significant transactions and events that occurred between the reporting date of the subsidiary, joint venture or associate and 31 December.
The difference between 31 December and the reporting date of the subsidiary, joint venture or associate never exceeds 3 months.
Goodwill represents the excess of the price of the business combination over the Group's share in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquired entity at the date of acquisition. Goodwill is reported as an asset and is not amortised but annually subject to an impairment in value test at reporting date (or more frequently if there are indications of loss in value). Impairment losses are recognised immediately under income and are not reversed in subsequent periods.
Goodwill resulting from the acquisition of an associate is included in the book value of the associate. Goodwill resulting from the acquisition of subsidiaries and joint ventures is presented separately in the balance sheet.
On disposal of a subsidiary, a joint venture or an associate, the book value of the goodwill is included so as to determine the profit or loss on the disposal.
Negative goodwill represents the excess of the net fair value of the identifiable assets, liabilities and contingent liabilities of a subsidiary, a joint entity or an associate over the price of business combination at the date of acquisition. To the extent that a surplus subsists after review and re-evaluation of the values, the negative goodwill is immediately recognised in profit and loss.
The balance sheets of foreign companies are translated in EUR at the official year-end exchange rate and income statements are translated at the average exchange rate for the financial year.
Translation differences resulting therefrom are included under shareholders' equity under "translation differences". Upon disposal of an entity, translation differences are recognised in profit and loss.
Transactions are first recorded at the exchange rate prevailing on the transaction date. At each end of the financial year, monetary assets and liabilities are converted at the exchange rates on the balance sheet date. Gains or losses resulting from this conversion are recorded as financial result.
Intangible assets are recorded in the balance sheet if it is likely that the expected future economic benefits which may be allocated to assets will flow to the entity and if the cost of the assets can be measured reliably.
Intangible assets are measured at cost less accumulated amortisation and any impairment losses.
Intangible assets are amortised using the straight-line method on the basis of the best estimate of their useful lives. The amortisation period and method are reviewed at each reporting date.
Tangible assets are measured at cost less accumulated depreciation and any impairment losses. Fixed assets are depreciated prorata temporis on a straight-line basis over their useful lives. Useful lives have been determined as follows:
Land has an unlimited useful life and therefore it is not depreciated.
Subsequent expenses related to tangible assets are only capitalised if it is likely that future economic benefits associated with the item will flow to the entity and if the cost of the item can be measured reliably.
Buildings under construction for manufacturing, leasing or administrative purposes are recorded at cost less any impairment loss. Depreciation of these assets begins when the assets are ready to be used.
Investment property is measured in accordance with the fair value model of IAS 40 - Investment property. It represents real property (land and/or buildings under construction or available) held by the Group so as to earn rent and/or create value for property rather than use or sell it. Investment property (under construction) is initially measured at cost and subsequently carried at fair value. Any change in fair value is directly recognised in the income statement.
The Group distinguishes finance leases and operating leases by determining if objective criteria indicate that the major part of the value of the asset will be used by the group:
Assets held by the Group under finance lease are initially recognised at their fair value or at the present value of the minimum lease payments, whichever is lower. The corresponding obligation to the lessor regarding this asset is included in the balance sheet as a finance lease obligation.
Lease payments are apportioned between financial expenses and the decrease in lease obligation at a constant interest rate with respect to the remaining debt balance. Financial expenses are directly recognised in profit and loss. Assets held under finance leases are depreciated on a straight-line basis over their expected useful lives or the lease term, whichever is shorter.
Lease payments under an operating lease are recognised as expenses in the income statement on a straight-line basis over the lease term.
Financial assets and financial liabilities are recognised in the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument.
Short term trade receivables are measured at nominal value less appropriate allowances for estimated irrecoverable amounts. An assessment of the permanent character of doubtful trade receivables is carried out and any write-downs are recorded.
Cash includes cash on hand and demand deposits (deposits of less than 3 months). Cash equivalents are very short term, highly liquid investments that are subject to an insignificant risk of change in value.
Cash and cash equivalents are carried in the balance sheet at amortized cost.
Cash flows are inflows and outflows of cash and cash equivalents.
Operating activities are the principal revenue-producing activities of the entity and other activities that are not investing or financing activities. Acquisitions and sales of projects, either directly through the purchase of sale of assets, or indirectly through the acquisition or sale of project companies, are considered as operating activities and are presented as part of the cash flows from operating activities.
Investing activities are the acquisition and disposal of long-term assets and other investments not included in cash equivalents.
Financing activities are activities that result in changes in the size and composition of the contributed equity and borrowings of the entity.
Issue costs that may be directly allocated to an equity transaction are recorded as a deduction from equity. As a consequence, capital increases are recorded at the proceeds received, net of issue costs. Similarly, equity transactions on own participation are recognised directly under shareholders' equity.
Interest-bearing bank borrowings and overdrafts are recorded at the cash amount, less any transaction costs. After the initial recording, they are measured at amortised cost. Any difference between the received consideration and the expected exit value is recognised under income over the term of the borrowing using the effective interest rate.
Short-term trade payables are recorded at their nominal value.
Derivative financial instruments are initially measured at cost and subsequently carried at their fair values. The method of recognising the unrealised result from derivatives depends on the nature of the hedged item. On the date a derivative contract is entered into, the instrument is designated either as a hedge of the fair value of recognised assets or liabilities (fair value hedge) or as a hedge of future cash flows (cash flow hedge). Changes in
the fair value of derivative financial instruments designated as fair value hedge are recorded in profit and loss, in addition to the changes in the fair value of the hedged asset or liability. With respect to cash flow hedges, the changes in the fair value are recognised in the other elements of comprehensive income. The ineffective hedging portion is recorded directly in profit and loss.
The changes in the fair value of derivative instruments that do not meet the hedge accounting requirements are recognised directly under income.
Inventories are measured at cost or net realisable value, whichever is lower. Net realizable value is the estimated selling price in the ordinary course of business, less estimated completion costs and costs to sell.
The acquisition cost of purchased goods includes acquisition cost and incidental expenses. For finished goods and work in progress, the cost price takes into account direct expenses and a portion of production overhead without including administrative and financial expenses.
Interests during construction are capitalised, for the projects started after 1 January 2009.
When specific identification is not possible, cost is determined using the weighted average cost method. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated cost necessary to make the sale. The impairment in value or loss on inventories to bring them to their net realisable value is recognised as an expense in the year when the impairment in value or loss occurs.
From 1st July 2016, the rents received or to be received on projects awaiting for development are capitalized as a reduction of the purchase price of the inventories heading. As of December 31, 2016, these are the rents for the projects Centre Etoile in Luxembourg and Lebeau Sablon in Brussels.
The costs of borrowings are activated depending on the nature of the funding. The cost of funding "project financing" are fully allocated to projects funded. The costs of "Corporate" and "Bonds" financing are partially allocated based on an allocation key taking into account the projects under development and the amounts invested. The activation of the borrowing costs stops at the provisional acceptance of the project or at the receipt of an advance which would be greater than the value of the stock
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, when it is likely that an outflow of resources will be necessary to settle the obligation and when a reliable estimate of the amount of the obligation can be made.
The amount recognised as a provision is the best estimate of the expenditure required to settle the present obligation if necessary.
A provision for warranties is made when underlying products or services are sold. The measurement of the provision is based on historical data and by weighing all possible outcomes to which probabilities are associated (expected value method).
Contingent liabilities, which occurrence is not probably, are not recognized as a provision and are mentioned in the notes to the financial statements, provided that the risk is significant.
Contingent assets are not recognized in the financial statements.
Post-employment benefits
The Group operates a defined-benefit pension plan and a defined-contribution pension plan.
Contributions to these pension plans are recognized as an expense in the income statement when incurred.
For such a plan, the cost of corresponding commitments is determined using the Projected Unit Credit Method, with present values being calculated at year end.
The amount recognised in the balance sheet represents the present value of commitments in terms of the defined benefit pension plans, less the fair value of plan assets and costs of rendered services not yet recognised. Any asset resulting from this calculation is limited to the present value of possible payments for the Group and the decreases in future contributions to the plan.
Actuarial gains and losses are directly recorded in the other elements of comprehensive income and are presented in the statement of comprehensive
Bonuses granted to company employees and senior executives are based on targets relating to key financial indicators. The estimated amount of bonuses is recognized as an expense in the year to which they relate.
Received government grants related to assets or investment subsidies are recognised in the balance sheet (presented under other long-term liabilities or other short-term liabilities) as deferred income. They are recognised as income in the same way as the asset margin to which they relate
Group revenue comes mainly from Real Estate Development activities (including Project Management services) and also from lease agreements.
Revenue from Real Estate Development activities is measured at the fair value of the consideration received or receivable.
To the extent that the sale contract contains several distinct parts and whose delivery is separate, the different parts are recognised separately for the proceeds of the sale.
To the extent that the contract of sale of a property development (or part of this contract) qualifies as a construction contract, the proceeds of the sale is recognized at the advancement of the project.
To the extent that the sale contract of a property development (or part of this contract) does not qualifies as a construction contract, the proceeds of the sale is recognised at delivery, unless the contract states that there is
continuing transfer of ownership in order to be possible to recognise the revenue of the sale over the period of the transfer of ownership, or at the advancement of the project.
For projects "Residential - Breyne law", revenues and costs are recognized in the income statement as follows:
With respect to operating leases, rent is recognised under income on a straight-line basis over the term of the lease, even if payments are not made on this basis. Lease incentives granted by the Group in negotiating or renewing an operating lease are recognised as a reduction of the lease income on a straight-line basis over the term of the lease. Rent income are presented as other operating income in the consolidated statement of comprehensive income.
The carrying amount of non-current assets (other than financial assets in the scope of IAS 39, deferred taxes and non-current assets held for sale) is reviewed at the end of each reporting period in order to determine if an indication exists that an asset has impaired. If such indication exists, the recoverable amount is then determined. Regarding intangible assets with indefinite useful lives and goodwill, the recoverable amount is estimated at the end of each reporting period. An impairment loss is recognized if the carrying amount of the asset or the cashgenerating unit exceeds its recoverable amount. Impairment losses are presented in the income statement.
When the recoverable amount cannot be individually determined for an asset, including goodwill, it is measured at the level of the cash generating unit to which the asset belongs.
The revoverable amount of receivables and investments of the company held to maturity is the present value of the future cash flows, discounted at the original effective interest rate inherent to those assets.
The recoverable amount of other assets or cash-generating unit is its fair value less selling costs or its use value, whichever is higher. The latter is the present value of expected future cash flows from the asset or the respective cash generating unit. In order to determine the value in use, the future cash flows are discounted using a pre-tax discount rate which reflects both the current market rate and the specific risks of the asset.
A reversal of impairment loss is recognised under income if the recoverable amount exceeds the net book value. However, the reversal may not lead to a higher book value than the value that would have been determined if no impairment loss had been initially recorded on this asset (cash-generating unit). No reversal of impairment loss is recognized on goodwill.
Borrowing costs include interests on bank overdrafts and short- and long-term borrowings, amortisation of share premiums or repayment of borrowings, amortisation of accrued incidental borrowing costs. The costs are capitalised into the cost of qualifying assets. The fair value adjustments of financial derivatives associated to financial debts related to specific projects are capitalised, even if the derivative is not accounted as hedging instrument.
Income tax for the year includes current and deferred tax. Current and deferred income taxes are recognised in profit and loss only if they relate to items recognised directly under shareholders' equity, in which case they are also recognised under shareholders' equity.
Current tax is the amount of income taxes payable (or recoverable) on the profit (or loss) in a financial year and the adjustments to tax charges of previous years.
Deferred tax is recognised using the liability method of tax allocation, based on timing differences between the book value of assets and liabilities in the consolidated accounts and their tax basis.
Deferred tax liabilities are recognised for all taxable timing differences.
Deferred tax assets are only recognised for deductible timing differences if it is likely that in the future they may be charged against taxable income. This criterion is re-evaluated at each reporting date.
A discontinued operation is a component of an entity that either has been disposed of or is classified as held for sale. Such component represents a separate major line of business or geographical area of operations that can be clearly distinguished, operationally and for financial reporting purposes. The net result of discontinued operations (including possible results on disposal and taxes) is presented separately from the continued operations in the income statement.
The deferred tax assets are only recorded as far that they may be in the future used against taxable income.
The tangible and intangible assets with a fixed useful live are straight line depreciated based on the estimation of the live time of these fixed assets.
The fair value of the investment properties is estimated by independent experts in accordance with the principles as described under note 14 of the financial statements.
As part of the impairment tests, the recoverable value of an asset is estimated based on the present value of the expected cash flows generated by this asset.
For the provisions, the book value fits with the best estimation of the expense necessary to pay off the present obligation (legal or implicit) at closing date.
The projects in inventory and construction contracts are subject to feasibility studies used in determining the net realisable value and any required write down, and if applicable for the release of margin and the computation of the rate of completion. At each closing date, the expenses to be incurred are estimated.
The accounts of the temporary joint venture are accounted for in the financial statements using the proportionate consolidation method, each heading of the balance sheet and of the income statement is included in proportion to the share held by the partner in the temporary joint venture.
A segment is a distinguishable component of the company, which generates revenues and costs.
The operating results are regularly reviewed by the Management Committee in order to monitor the performance of the various segments in terms of strategic goals , plans and budgets.
The company is composed of 3 segments: "offices", "residential development" and "land development".
The year 2016 has been marked by the merger between the companies ALLFIN GROUP and IMMOBEL, approved by the Extraordinary General Meeting of 29 June 2016, the "transaction".
In accordance with IFRS, the "transaction" is considered for accounting purposes as a reverse acquisition, operation by which IMMOBEL SA legally absorbed the assets and liabilities of ALLFIN GROUP, by issuing, in compensation for the transfer, an adequate number of shares entitled to vote, so the shareholders of the absorbed company legally obtained the control of IMMOBEL merged.
In a consequence, the legal acquirer (IMMOBEL) should be considered as the accounting acquiree and the legal acquiree (ALLFIN GROUP) should be considered the accounting acquirer
Therefore, the consolidated financial statements prepared in accordance with IFRS represent the continuation of the financial statements of the company legally acquired (ALLFIN GROUP).
Equity: the amount recognised as issued equity interests in the consolidated financial statements is determined by adding the issued equity interest of the legal subsidiary (the accounting acquirer) outstanding immediately before the business combination to the fair value of the legal parent (accounting acquiree) determined in accordance with this IFRS. However, the equity structure (ie the number and type of equity interests issued) reflects the equity structure of the legal parent (the accounting acquiree), including the equity interests the legal parent issued to effect the combination. Accordingly, the equity structure of the legal subsidiary (the accounting acquirer) is restated using the exchange ratio established in the acquisition agreement to reflect the number of shares of the legal parent (the accounting acquiree) issued in the reverse acquisition.
IFRS 3 B19-B27 requires that comparative figures for the previous year included on the financial statements (Statement of comprehensive income - Statement of financial position - Statement of cash flows and statement of changes in equity) are the consolidated figures of the acquired legally, ALLFIN GROUP, retroactively adjusted to reflect the legal capital of IMMOBEL.
In addition, before the merger, Allfin proceeded to a 'carve-out' of its non-core assets, generating a gain of € 13.3 million, and distributed a dividend of € 30.5 million to its shareholders. At the balance sheet, this carve-out resulted in Allfin to a decrease in current assets of € 26.9 million (mainly on inventories, investments in joint ventures and cash) and its non-current liabilities € 28.9 million (repayment of bank debt).
However, the net revaluation of € 8 763 thousand was revised in the context of the closing of the financial year 2016, due to the non-recognition of a deferred tax liability for € 3 378 thousand.
As a result, the net revaluation of IMMOBEL SA's assets and liabilities amounted to € 12 141 thousand and the badwill recognized in the consolidated statement - other operating income - amounted € 14 940 thousand.
| ALLFIN GROUP | IMMOBEL SA | SUBTOTAL | ADJUST MENTS |
TOTAL | |
|---|---|---|---|---|---|
| NON-CURRENT ASSETS | 78 044 | 68 279 | 146 323 | -36 168 | 110 155 |
| Investments in joint ventures and associates | 66 040 | 64 586 | 130 626 | -42 681 | 87 945 |
| Other non-current assets | 12 004 | 3 693 | 15 697 | 6 513 | 22 210 |
| CURRENT ASSETS | 291 229 | 339 804 | 631 033 | 3 633 | 634 666 |
| Inventories | 203 935 | 294 789 | 498 724 | 3 633 | 502 357 |
| Trade receivables and other current assets | 18 637 | 28 899 | 47 536 | 47 536 | |
| Cash and cash equivalents | 68 657 | 16 116 | 84 773 | 84 773 | |
| TOTAL ASSETS | 369 273 | 408 083 | 777 356 | -32 535 | 744 821 |
| TOTAL EQUITY | 146 166 | 188 289 | 334 455 | -40 395 | 294 060 |
| NON-CURRENT LIABILITIES | 174 178 | 118 921 | 293 099 | 4 336 | 297 435 |
| Financial debts | 164 348 | 118 154 | 282 502 | 2 310 | 284 812 |
| Other non-current liabilities | 9 830 | 767 | 10 597 | 2 026 | 12 623 |
| CURRENT LIABILITIES | 48 929 | 100 873 | 149 802 | 3 524 | 153 326 |
| Financial debts | 13 252 | 47 563 | 60 815 | 3 524 | 64 339 |
| Trade payables and other current liabilities | 35 677 | 53 310 | 88 987 | 88 987 | |
| TOTAL EQUITY AND LIABILITIES | 369 273 | 408 083 | 777 356 | -32 535 | 744 821 |
| THE ADJUSTMENTS ARE RELATING TO: | |
|---|---|
| Investments in joint ventures and associates | |
| Revaluation of IMMOBEL shares held prior to the reverse acquisition | 2 832 |
| Fair value adjustments resulting from the business combination (IFRS3) | 9 855 |
| Presentation in deduction from the shareholders' equity of the IMMOBEL shares became treasury shares following | |
| the reverse acquisition | -55 368 |
| -42 681 | |
| Other assets : | |
| Recognition of deferred tax assets following fair value adjustments | 6 513 |
| Inventories - Fair value adjustments resulting from the business combination (IFRS3) | 3 633 |
| Other liabilities : | |
| Non-current financial debts - Fair value adjustments resulting from the business combination (IFRS3) | 2 310 |
| Current financial debts - Fair value adjustments resulting from the business combination (IFRS3) | 3 524 |
| Recognition of deferred tax liabilities following fair value adjustments | 2 026 |
| Total equity : | |
| Net fair value adjustments resulting from the business combination (IFRS3) |
12 141 |
| Revaluation of IMMOBEL shares held prior to the reverse acquisition | 2 832 |
| Presentation in deduction from the shareholders' equity of the IMMOBEL shares became treasury shares following | |
| the reverse acquisition | -55 368 |
| -40 395 |
| Inventories | 298 422 |
|---|---|
| Investments in joint ventures and associates | 74 441 |
| Other assets | 39 105 |
| Cash and cash equivalents | 16 166 |
| TOTAL ASSETS | 428 134 |
| Non-current financial debts | 120 464 |
| Current financial debts | 51 087 |
| Other liabilities | 56 103 |
| TOTAL LIABILITIES | 227 654 |
| FAIR VALUE OF ACQUIRED ASSETS AND LIABILITIES | 200 480 |
| Badwill recognized in the consolidated statement of comprehensive income | -14 940 |
| ACQUISITION PRICE OF THE REVERSES ACQUISITION (value of IMMOBEL SA as at June 29, 2016) |
185 540 |
The following table compares the consolidated statement of income, on the one hand, as published, and on the other hand, as it would have been if the "transaction" had occurred on 1 January 2016, based on the same rates and hypothesis on 29 June 2016.
| 31/12/2015 | 31/12/2016 | Variation | |
|---|---|---|---|
| Published | Pro forma | ||
| OPERATING INCOME | 346 058 | 409 765 | 63 707 |
| Turnover | 307 391 | 370 928 | 63 537 |
| Other operating income | 38 667 | 38 837 | 170 |
| OPERATING EXPENSES | -273 371 | -341 087 | -67 716 |
| Cost of sales | -253 601 | -315 237 | -61 636 |
| Administration and Marketing | -7 338 | -9 193 | -1 855 |
| Amortisation, depreciation and impairment of assets | - 978 | -1 050 | - 978 |
| Change in the fair value of investment property | 45 | 45 | 45 |
| Other operating expenses | -11 499 | -15 652 | -4 153 |
| JOINT VENTURES AND ASSOCIATES | -2 007 | -2 007 | - 908 |
| OPERATING RESULT | 70 680 | 67 770 | -2 910 |
| Interest income | 893 | 2 146 | 1 253 |
| Interest expense | -5 043 | -8 911 | -3 868 |
| Other financial income / expenses | -1 271 | -1 387 | - 116 |
| FINANCIAL RESULT | -5 421 | -8 152 | -2 731 |
| Income taxes | -11 620 | -11 925 | - 305 |
| RESULT OF THE YEAR | 53 639 | 47 693 | -5 946 |
| Share of non-controlling interests | 1 165 | 1 146 | - 19 |
| SHARE OF IMMOBEL | 52 474 | 46 547 | -5 927 |
| Other comprehensive income | 185 | 62 | - 123 |
| COMPREHENSIVE INCOME OF THE YEAR | 53 824 | 53 824 | 47 755 |
| Share of non-controlling interests | 1 165 | 1 146 | - 19 |
| SHARE OF IMMOBEL | 52 659 | 46 609 | -6 050 |
The published consolidated statement of comprehensive income, represents the consolidated results of the company legally acquired (ALLFIN GROUP) for the first half of 2016 to which must be add the result for the second half of 2016 of the merged entity.The first 6 months of results of IMMOBEL "before merger" are incorporated directly in the equity and are note published in the income statement. The consolidated income statement "pro forma" represents the total result for the year of the merged entity. The variation of € -6 050 thousand illustrate the taking into account in the result of the year for the loss of IMMOBEL not taken into account on 29 june 2016.
The segment reporting is presented in respect of the operational segments. The results and asset and liability items of the segment include items that can be attributed to a sector, either directly, or allocated on an allocation formula.
The core business of the Company, real estate development, includes the activities of "offices", "residential development" and "land development".
There are no transactions between the different sectors. The Group's activity is carried out in Belgium, Grand Duchy of Luxemburg and Poland.
The breakdown of sales by country depends on the country where the activity is executed.
In accordance with IFRS, the Company applied since 1st January 2014, IFRS 11, which amends the strong readings of the financial statements of the Company but does not change the net income and shareholders'equity.
The Board of Directors believes that the financial data in application of the proportional consolidated method (before IFRS 11) give a better picture of the activities and financial statements.
The "Internal" financial statements are those used by the Board and Management to monitor the financial performance of the Group and are presented below.
| INCOME STATEMENT | 31/12/2016 |
|---|---|
| OPERATING INCOME | 346 058 |
| Turnover | 307 391 |
| Other operating income | 38 667 |
| OPERATING EXPENSES | -273 371 |
| Cost of sales | -253 601 |
| Administration and Marketing | -7 338 |
| Amortisation, depreciation and impairment of assets | - 978 |
| Change in the fair value of investment property | 45 |
| Other operating expenses | -11 499 |
| JOINT VENTURES AND ASSOCIATES | -2 007 |
| Gain (loss) on sales of joint ventures and associates | - |
| Share in the net result of joint ventures and associates | -2 007 |
| OPERATING RESULT | 70 680 |
| Interest income | 893 |
| Interest expense | -5 043 |
| Other financial income / expenses | -1 271 |
| FINANCIAL RESULT | -5 421 |
| RESULT FROM CONTINUING OPERATIONS BEFORE TAXES | 65 259 |
| Income taxes | -11 620 |
| RESULT FROM CONTINUING OPERATIONS | 53 639 |
| RESULT OF THE YEAR | 53 639 |
| Share of non-controlling interests | 1 165 |
| SHARE OF IMMOBEL | 52 474 |
| TURNOVER OPERATING RESULT |
||
|---|---|---|
| 31/12/2016 | 31/12/2016 | |
| OFFICES | ||
| Belgium | 125 642 | 17 694 |
| Grand-Duchy of Luwemburg | - | - 517 |
| Poland | - | - 593 |
| SUBTOTAL OFFICES | 125 642 | 16 584 |
| RESIDENTIAL | ||
| Belgium | 165 565 | 22 389 |
| Grand-Duchy of Luwemburg | - | - 503 |
| Poland | - | - 220 |
| SUBTOTAL RESIDENTIAL | 165 565 | 21 666 |
| LANDBANKING | ||
| Belgium | 16 184 | 4 302 |
| SUBTOTAL LANDBANKING | 16 184 | 4 302 |
| NON ALLOCATED | ||
| Belgium | - | 28 128 |
| SUBTOTAL NON ALLOCATED | - | 28 128 |
| TOTAL CONSOLIDATED | 307 391 | 70 680 |
| Belgium | 307 391 | 72 513 |
| Grand-Duchy of Luwemburg | - | -1 020 |
| Poland | - | - 813 |
| STATEMENT OF FINANCIAL POSITION | 31/12/2016 |
|---|---|
| NON-CURRENT ASSETS | 18 477 |
| Investments in joint ventures and associates | - 36 |
| Other non-current assets | 18 513 |
| CURRENT ASSETS | 767 915 |
| Inventories | 584 001 |
| Trade receivables and other current assets | 55 059 |
| Cash and cash equivalents | 128 855 |
| TOTAL ASSETS | 786 392 |
| TOTAL EQUITY | 314 949 |
| NON-CURRENT LIABILITIES | 324 121 |
| Financial debts | 319 014 |
| Other non-current liabilities | 5 107 |
| CURRENT LIABILITIES | 147 322 |
| Financial debts | 68 356 |
| Trade payables and other current liabilities | 78 966 |
| TOTAL EQUITY AND LIABILITIES | 786 392 |
| FINANCIAL POSITION ITEMS | OFFICES | REDISENTIAL | LANDBANKING | CONSOLIDATED |
|---|---|---|---|---|
| Segment assets | 200 338 | 335 102 | 105 589 | 641 029 |
| Unallocated items3 | 145 363 | |||
| TOTAL ASSETS | 786 392 | |||
| Segment liabilities | 28 494 | 30 290 | 6 772 | 65 556 |
| Unallocated items3 | 405 887 | |||
| TOTAL LIABILITIES | 471 443 | |||
| BELGIUM | GRAND-DUCHY OF LUXEMBURG |
POLAND | CONSOLI-DATED | |
| Segment assets | 447 161 | 122 354 | 71 514 | 641 029 |
| Non-current segment assets | 3 696 | 145 | 37 | 3 878 |
| INVENTORIES | 31/12/2016 | |||
| Allocation of inventories by segment is as follows: | ||||
| Offices | 192 120 | |||
| Residential Development | 294 989 | |||
| Land Development | 96 892 | |||
| TOTAL INVENTORIES | 584 001 | |||
| Allocation of inventories by geographical area is as follows: | ||||
| Belgium | 402 365 | |||
| Grand-Duchy of Luxemburg | 112 036 | |||
| Poland | 69 600 | |||
| TOTAL INVENTORIES | 584 001 |
| 31/12/2016 | |||
|---|---|---|---|
| Operating Segment |
Adjustments | Published Information |
|
| Turnover | 307 391 | -45 217 | 262 174 |
| Operating Result | 70 680 | -2 984 | 67 696 |
| Total Balance Sheet | 786 392 | -70 160 | 716 232 |
For segment information, joint ventures are consolidated using the proportional method. The adjustment result from the application of IFRS 11, resulting in the consolidation of joint ventures using the equity method.
3 Unallocated items: Assets: Deferred tax assets - Other non-current financial assets - Other non-current assets - Tax receivables - Other current financial assets - Cash and equivalents - Liabilities: Deferred tax liabilities - Financial debts - Tax liabilities – Derivative financial instruments. Intangible assets, property plan and equipment are allocated to segments based on an allocation formula.
The synthetic financial statements of ALLFIN GROUP on 31 December 2015 are presented below for information purposes.
| CONSOLIDATED INCOME STATEMENT | RESIDEN TIAL |
OFFICES | NON ALLOCATED |
ELIMINA TIONS |
TOTAL |
|---|---|---|---|---|---|
| OPERATING INCOME | 69 238 | 23 668 | 3 026 | -2 109 | 93 823 |
| Turnover | 64 088 | 23 641 | 2 436 | -2 202 | 87 963 |
| Other operating income | 890 | 4 647 | 590 | 94 | 6 221 |
| OPERATING EXPENSES | -47 732 | 10 260 | 6 152 | -2 110 | 62 034 |
| Cost of sales | -44 369 | -10 112 | - 265 | 1 902 | -52 844 |
| Administration and Marketing | -1 026 | - 21 | - 325 | - | 1 372 |
| Amortisation, depreciation and impairment of assets | - | - 548 | - | - 548 | |
| Other operating expenses | -2 337 | - 127 | -5 014 | 208 | -7 270 |
| JOINT VENTURES AND ASSOCIATES | -2 249 | 3 105 | 220 | - | 5 574 |
| Share in the net result of joint ventures and associates | 2 249 | 3 105 | 220 | - | 5 574 |
| OPERATING RESULT | 23 755 | 16 513 | -2 906 | 1 | 37 363 |
| Financial income | 138 | 77 | 4 061 | - | 4 276 |
| Financial expenses | -5 603 | -1 182 | -2 973 | - | -9 758 |
| FINANCIAL RESULT | -5 465 | -1 105 | 1 088 | -5 482 | |
| RESULT BEFORE TAXES | 18 290 | 15 408 | -1 818 | 31 880 | |
| Income taxes | -4 467 | -1 308 | - 470 | - | -6 245 |
| RESULT OF THE YEAR | 13 823 | 14 100 | -2 288 | 2 | 25 635 |
| Share of non-controlling interests | 1 292 | - | - 17 | - | 1 275 |
| SHARE OF ALLFIN GROUP | 12 531 | 14 100 | -2 271 | 1 | 24 361 |
| CONSOLIDATED FINANCIAL | RESIDEN | OFFICES | NON | ELIMINA | TOTAL |
| STATEMENT | TIAL | ALLOCATED | TIONS | ||
| NON-CURRENT ASSETS | 16 406 | 1 134 | 90 626 | 108 166 | |
| Investments in joint ventures and associates |
3 905 | 1 134 | 61 083 | - | 66 122 |
| Other non-current assets | 12 501 | - | 29 543 | - | 42 044 |
| CURRENT ASSETS | 211 187 | 32 872 | 39 521 | - 393 | 283 187 |
| Inventories | 152 981 | 22 434 | - | - 1 | 175 414 |
| Trade receivables and other current assets |
12 588 | 543 | 8 347 | - 392 | 21 086 |
| Cash and cash equivalents | 45 618 | 9 895 | 31 174 | - | 86 687 |
| TOTAL ASSETS | 227 593 | 34 006 | 130 147 | - 393 | 391 353 |
| NON-CURRENT LIABILITIES | 95 025 | 10 107 | 55 414 | 160 546 | |
| Financial debts | 88 845 | 10 107 | 54 809 | - | 153 761 |
| Other non-current liabilities | 6 180 | - | 605 | - | 6 785 |
| CURRENT LIABILITIES | 44 509 | 13 140 | 8 059 | - 391 | 65 317 |
| Financial debts | 17 375 | 9 273 | - | - | 26 648 |
| Trade payables and other current liabilities |
27 134 | 3 867 | 8 059 | - 391 | 38 669 |
| TOTAL EQUITY AND LIABILITIES | 139 534 | 23 247 | 63 473 | - 391 | 225 863 |
| CONSOLIDATED INCOME STATEMENT | BELGIUM | GRAND DUCHY OF |
ELIMINA TIONS |
TOTAL |
|---|---|---|---|---|
| LUXEM BURG |
||||
| OPERATING INCOME | 84 916 | 8 907 | - | 93 823 |
| Turnover | 79 211 | 8 752 | - | 87 963 |
| Other operating income | 5 705 | 155 | 1 | 5 861 |
| OPERATING EXPENSES | 60 347 | 1 687 | - | 62 034 |
| Cost of sales | -52 756 | - 88 | - | -52 844 |
| Administration and Marketing | - 918 | - 455 | 1 | 1 372 |
| Amortisation, depreciation and impairment of assets | - 502 | - 45 | 1 | - 548 |
| Other operating expenses | -6 172 | -1 099 | - 1 | -7 270 |
| JOINT VENTURES AND ASSOCIATES | 5 574 | - | - | 5 574 |
| Share in the net result of joint ventures and associates | 5 574 | - | - | 5 574 |
| OPERATING RESULT | 30 143 | 7 220 | - | 37 363 |
| Financial income | 4 369 | 215 | - 308 | 4 276 |
| Financial expenses | 9 755 | 310 | - 307 | -9 758 |
| FINANCIAL RESULT | -5 386 | - 95 | - 1 | -5 482 |
| RESULT BEFORE TAXES | 24 758 | 7 124 | - 1 | 31 881 |
| Income taxes | -6 069 | - 176 | - | -6 245 |
| RESULT OF THE YEAR | 18 689 | 6 948 | - | 25 637 |
| Share of non-controlling interests | 1 280 | - 5 | - | 1 275 |
| SHARE OF ALLFIN GROUP | 17 409 | 6 952 | - | 24 361 |
| CONSOLIDATED FINANCIAL STATEMENT | BELGIUM | GRAND DUCHY OF |
ELIMINA TIONS |
TOTAL |
|---|---|---|---|---|
| LUXEM | ||||
| BURG | ||||
| NON-CURRENT ASSETS | 103 941 | 7 018 | -2 794 | 108 165 |
| Investments in joint ventures and associates | 66 122 | - | - | 66 122 |
| Other non-current assets | 37 819 | 7 018 | -2 794 | 42 043 |
| CURRENT ASSETS | 259 602 | 28 638 | -5 054 | 283 187 |
| Inventories | 154 038 | 21 375 | - | 175 414 |
| Trade receivables and other current assets | 23 733 | 2 407 | -5 054 | 21 086 |
| Cash and cash equivalents | 81 831 | 4 856 | - | 86 687 |
| TOTAL ASSETS | 363 543 | 35 656 | -7 848 | 391 352 |
| NON-CURRENT LIABILITIES | 159 527 | 3 814 | -2 794 | 160 547 |
| Financial debts | 152 746 | 1 015 | - | 153 761 |
| Other non-current liabilities | 6 781 | 2 799 | -2 795 | 6 785 |
| CURRENT LIABILITIES | 62 095 | 8 279 | -5 056 | 65 318 |
| Financial debts | 26 560 | - | - | 26 560 |
| Trade payables and other current liabilities | 35 446 | 8 280 | -5 057 | 38 669 |
| TOTAL EQUITY AND LIABILITIES | 221 622 | 12 093 | -7 850 | 225 865 |
Turnover is allocated as follows per segment:
| 31/12/2016 | 31/12/2015 | 31/12/2015 | |
|---|---|---|---|
| ALLFIN | IMMOBEL | ||
| GROUP | SA | ||
| Offices | 103 200 | 23 641 | 13 566 |
| Residential | 142 790 | 64 322 | 22 852 |
| Land Development | 16 184 | - | 17 508 |
| TOTAL TURNOVER | 262 174 | 87 963 | 53 926 |
The total turnover mentioned above has been realised in Belgium. The diversification of the Group's "customers' portfolio guarantees its independence in the market.
The "Offices" turnover is mainly influenced by the sale of the projects Black Pearl and Gateway which represent respectively 19% and 20% of the total turnover.
The promotions Chambon in Brussels, Lake Front in Knokke-Heist, Riverview in Nieuwpoort, Flint en Vesalius in Leuven contribue in particular to the "Residential Development" turnover.
As regards landbanking activities, total sales for the year 2016 involved 14.5 hectares of land comprising, among others, 198 building plots situated in landbanks in Uccle, Bredene, Geel, Eghezée, Grivegnée, Landenne, Selles, Waremme and Gingelom.a totalité du chiffre d'affaires ci-dessus est réalisée en Belgique.
Break down as follows :
| 31/12/2016 | 31/12/2015 ALLFIN GROUP |
31/12/2015 IMMOBEL SA |
|
|---|---|---|---|
| Rental income on properties available for sale or awaiting for development |
2 832 | 4 122 | 5 187 |
| Gain on disposal of "non-core (carve-out)" activities | 13 326 | - | 1 057 |
| Badwill resulting from the merger IMMOBEL / ALLFIN GROUP |
14 940 | - | - |
| Revaluation of IMMOBEL shares held prior to the reverse acquisition | 2 832 | - | - |
| Other income (recoveries of taxes and withholdings, miscellaneous reinvoicing…) | 2 530 | 1 739 | 471 |
| TOTAL OTHER OPERATING INCOME | 36 460 | 5 861 | 6 715 |
From 1st July 2016, rental income from projects awaiting for developement are capitalized as a reduction of the purchase price of the inventories heading. For the year 2016, these are the projects Lebeau in Brussels, acquired in 2014 and Etoile in Luxembourg, acquired in 2016. The amounts capitalized for the second half of 2016 amounted to € 2 874 thousand. This change of rule was desirable in order to adapt to market changes and the greater share of buildings to be renovated.
| Badwill resulting from the merger IMMOBEL / ALLFIN GROUP | |
|---|---|
| Fair value of the assets and liabilities of IMMOBEL on 29 June 29 | 200 430 |
| Market value of IMMOBEL share price on 29 June 2016 | 185 490 |
| BADWILL RESULTING FROM THE MERGER IMMOBEL / ALLFIN GROUP | 14 940 |
| Gain on disposal of "non-core (carve-out)" activities | |
| Proceeds from sale of activities | 42 181 |
| Inventory value of discontinued operations | -28 855 |
| GAIN ON DISPOSAL OF "NON-CORE (CARVE-OUT)" ACTIVITIES | 13 326 |
Further information on the "Carve Out" and the badwill are given in the note relating to the merger IMMOBEL / ALLFIN GROUP.
Cost of sales is allocated as follows per segment:
| TOTAL COST OF SALES | -220 132 | -52 844 | -33 695 |
|---|---|---|---|
| Lotissement | -8 451 | - | -8 557 |
| Land Development | -120 032 | -42 732 | -20 113 |
| Offices | -91 649 | -10 112 | -5 025 |
| GROUP | SA | ||
| ALLFIN | IMMOBEL | ||
| 31/12/2016 | 31/12/2015 | 31/12/2015 |
and are related to the turnover and the projects mentioned in note 2.
This heading includes salaries and fees of personnel, members of the Executive Committee and non-executive Directors.
They break down as follows : :
| 31/12/2016 | 31/12/2015 | 31/12/2015 | |
|---|---|---|---|
| ALLFIN | IMMOBEL | ||
| GROUP | SA | ||
| Salaries and fees of personnel and members of the Executive Committee | -9 127 | -1 043 | -6 249 |
| Severance pay of Executive Committee members |
- | - | -2 495 |
| Project monitoring costs capitalized under "Inventories" | 2 633 | - | 2 990 |
| Salaries of the non-executive Directors | - 122 | - | - 342 |
| Social security charges | - 534 | - 221 | - 456 |
| Pension costs | - 79 | - | - 199 |
| Other | - 109 | - 424 | - 45 |
| PERSONNEL EXPENSES | -7 338 | -1 688 | -6 796 |
The number of full time equivalents on 31 December 2016 amounted 44.4 compared to 14 in 2015.
Break down as follows:
| 31/12/2016 | 31/12/2015 | 31/12/2015 | |
|---|---|---|---|
| ALLFIN | IMMOBEL | ||
| GROUP | SA | ||
| Amortisation of intangible and tangible assets | - 234 | - 225 | - 278 |
| Write down on inventories | - 5 | - | - 747 |
| Write down on trade receivables | - 726 | - | - 57 |
| Write down on other current | |||
| assets | - | - 323 | -1 556 |
| AMORTISATION, DEPRECIATION AND IMPAIRMENT OF ASSETS | - 965 | - 548 | -2 638 |
Break down as follows :
| 31/12/2016 | 31/12/2015 | 31/12/2015 | |
|---|---|---|---|
| ALLFIN | IMMOBEL | ||
| GROUP | SA | ||
| Services and other goods | -9 172 | -6 903 | -8 012 |
| Other expenses | -2 268 | - | -1 862 |
| Provisions | 1 173 | - 51 | - 225 |
| OTHER OPERATING EXPENSES | -10 267 | -6 954 | -10 099 |
Main components of services and other goods:
| and repari expense of properties available for sale or awaiting for |
-1 667 | -1 431 | -1 668 |
|---|---|---|---|
| Other services and other goods, including company supplies, advertising, maintenance | |||
| Costs related to the study of the proposed merger IMMOBEL / ALLFIN GROUP | -3 170 | -1 862 | -2 031 |
| the turnover | -3 647 | -3 084 | -3 795 |
| Third party payment, including in particular the fees paid to third parties and related to | |||
| Rent and service charges, including mainly rent and service charges for the registered office |
- 688 | - 526 | - 518 |
| ALLFIN GROUP |
IMMOBEL SA |
||
| 31/12/2016 | 31/12/2015 | 31/12/2015 |
| 31/12/201 | 31/12/201 | 31/12/201 | |
|---|---|---|---|
| 6 | 5 | 5 | |
| ALLFIN | IMMOBEL | ||
| GROUP | SA | ||
| Total amount of payments recognised under expenses for the year | - 628 | - 377 | - 357 |
| Total minimum payments to be made: | |||
| - within one year | - 794 | - 393 | - 339 |
| - after one year but within 5 years | -1 113 | -1 212 | - 403 |
| - more than 5 years | - 131 | - | - |
These amounts correspond mainly to the rent for the registered office and cars.
| 31/12/2016 | 31/12/2015 | 31/12/2015 | |
|---|---|---|---|
| ALLFIN | IMMOBEL | ||
| GROUP | SA | ||
| Audit fees at consolidation level | -306 | -152 | -227 |
| Fees for extraordinary services and special missions accomplished within the Group / | -429 | -141 | |
| - Missions of legal advice | -243 | - | - |
| - Tax advice and other missions | -45 | - | -25 |
| - Other missions outside the audit mission | -141 | - | -116 |
The missions outside the audit mission were approved by the Audit & Finance Committee.
The other expenses of € -2 268 thousand mainly concern taxes (property withholding taxes, regional and municipal taxes) not capitalised on assets included in inventory.
| 31/12/2016 | 31/12/2015 | 31/12/2015 | |
|---|---|---|---|
| ALLFIN | IMMOBEL | ||
| GROUP | SA | ||
| Provisions related to the sales | 1 167 | - 237 | |
| Other provisions | 6 | - 51 | 12 |
| TOTAL VARIATIONS IN PROVISIONS | 1 173 | - 51 | - 225 |
| Increase | - 603 | - 51 | - 422 |
| Use | 1 776 | 197 |
Gains on sales of joint ventures and associates relate to the sale of the 40% interest held in tne company RAC2, owner of the second phase of the Bel-Air project, to the sale of the 50% interest held in the company Espace Trianon and the sale of the 50% interest held in the company Argent Office.
These gains can be summarized as follows:
| Sale price of joint ventures | 14 025 |
|---|---|
| Book value of sold investments | -5 776 |
| 8 249 | |
| RESULT OF THE PERIOD | - 530 | - 445 | |
|---|---|---|---|
| Income taxes | -1 576 | - 617 | |
| Financial result | -2 936 | -2 791 | |
| Operating result | 3 982 | 2 963 | |
| GROUP | SA | ||
| ALLFIN | IMMOBEL | ||
| 31/12/2016 | 31/12/2015 | 31/12/2015 |
Further information related to joint ventures and associates are described in note 15.
The financial result breaks down as follows:
| 31/12/2016 | 31/12/2015 | 31/12/2015 | |
|---|---|---|---|
| ALLFIN | IMMOBEL | ||
| GROUP | SA | ||
| Cost of gross financial debt at amortised cost | -11 643 | -7 871 | -10 118 |
| Activated interests on projects in development | 2 589 | 1 897 | |
| Fair value changes | 3 591 | -2 237 | - 60 |
| Interest income | 1 951 | 4 829 | 2 271 |
| Other financial charges & income | - 362 | - 203 | - 421 |
| FINANCIAL RESULT | -3 874 | -5 482 | -6 431 |
| Cost of gross financial debt at amortised costs | -11 643 | -10 118 | |
| Amortization of loan expenses | 339 | 430 | |
| Change in interest paid / unpaid | 1 611 | - | |
| PAID INTERESTS (STATEMENT OF CASH FLOW) | -9 693 | -9 688 |
| VARIATION OF FAIR VALUE | 3 591 |
|---|---|
| - fair value adjustments to bonds and shares held in portfolio |
- 69 |
| IMMOBEL relating to the "Bond 2011-2016" issue due December 2016 | 3 524 |
| - the reversal of the fair value adjustment recorded in the merger ALLFIN GROUP / | |
| as hedging for hedge accounting under IAS 39. These instruments are detailed in note 20 |
136 |
| - financial instruments acquired for hedging purposes, but which were not designated |
Income taxes are as follows:
| 31/12/2016 | 31/12/2015 | 31/12/2015 | |
|---|---|---|---|
| ALLFIN | IMMOBEL | ||
| GROUP | SA | ||
| Current income taxes for the current year | -13 003 | -2 340 | - 48 |
| Current income taxes for the previous financial years | -1 600 | 45 | 59 |
| Deferred taxes | 4 420 | -3 950 | 41 |
| TOTAL OF TAX EXPENSES RECOGNIZED IN THE STATEMENT OF COMPREHENSIVE INCOME |
-10 183 | -6 245 | 52 |
| Current taxes | -14 603 | 11 | |
| Change in tax receivables | - 505 | - 104 | |
| Change in tax liabilities | 5 785 | 14 | |
| PAID INCOME TAXES (STATEMENT OF CASH FLOW) | -9 323 | - 79 |
The reconciliation of the actual tax charge with the theoretical tax charge is summarised as follows:
| 31/12/2016 | 31/12/2015 ALLFIN |
31/12/2015 IMMOBEL |
|
|---|---|---|---|
| GROUP | SA | ||
| Result before taxes | 63 822 | 31 882 | 652 |
| Share in the net result of joint ventures and associates | 530 | -5 574 | 445 |
| RESULT BEFORE TAXES AND SHARE IN THE RESULT OF JOINT VENTURES AND | |||
| ASSOCIATES | 64 352 | 26 308 | 1 097 |
| THEORETICAL INCOME TAXE CHARGE AT 33.99% | -21 873 | -8 942 | - 373 |
| Tax impact: | |||
| - non-taxable income | 14 454 | 3 408 | - |
| - non-deductible expenses | - 662 | -1 295 | - 303 |
| - use of taxes losses and notional interests deduction carried forward on which no DTA | |||
| was recognised in previous years | 1 503 | 483 | 3 460 |
| - losses on which no DTA is recognised | -2 005 | - 392 | -2 791 |
| - differences in taxation | - | 493 | - |
| Income taxes for the previous financial years | -1 600 | - | 59 |
| TAX CHARGE | -10 183 | -6 245 | 52 |
| EFFECTIVE TAX RATE OF THE YEAR | 15,82% | 23,74% | NA |
Due to the absence of potential dilutive ordinary shares in circulation, the basic result per share is the same as the diluted result per share.
Basic earnings and diluted earnings per share are determined using the following information:
| 31/12/2016 | |||
|---|---|---|---|
| IMMOBEL's share in the result of the year | 52 474 | ||
| IMMOBEL's share in the comprehensive income of the year | 52 659 | ||
| Average number of shares considered for basic earnings and diluted earnings | Net earnings per share € Net result Comprehen sive income |
||
| - Outstanding shares on 31 december 2016 | 9 997 356 | 5,25 | 5,27 |
| - Outstanding shares excluding treasury shares on 31 December 2016 | 8 766 958 | 5,99 | 6,01 |
Intangible assets evolve as follows:
| 31/12/2016 | 31/12/2015 | 31/12/2015 | |
|---|---|---|---|
| ALLFIN | IMMOBEL | ||
| GROUP | SA | ||
| ACQUISITION COST AT THE END OF THE PREVIOUS PERIOD | 64 | 58 | 357 |
| Acquisitions | 10 | 6 | 60 |
| Merger IMMOBEL / ALLFIN GROUP | 400 | ||
| ACQUISITION COST AT THE END OF THE YEAR | 474 | 64 | 417 |
| AMORTISATION AND IMPAIRMENT AT THE END OF THE PREVIOUS PERIOD | - 40 | - 33 | - 203 |
| Amortisation | - 35 | - 7 | - 45 |
| Merger IMMOBEL / ALLFIN GROUP | - 258 | ||
| AMORTISATION AND IMPAIRMENT AT THE END OF THE YEAR | - 333 | - 40 | - 248 |
| NET CARRYING AMOUNT AS AT 31 DECEMBER | 142 | 25 | 169 |
Property, plant and equipment evolve as follows:
| 31/12/2016 | 31/12/2015 | 31/12/2015 | |
|---|---|---|---|
| ALLFIN | IMMOBEL | ||
| GROUP | SA | ||
| ACQUISITION COST AT THE END OF THE PREVIOUS PERIOD | 1 199 | 1 185 | 2 149 |
| Acquisitions | 298 | 14 | 90 |
| Merger IMMOBEL / ALLFIN GROUP | 2 386 | ||
| Disposals | - 228 | - | - |
| ACQUISITION COST AT THE END OF THE YEAR | 3 655 | 1 199 | 2 239 |
| DEPRECIATIONS AND IMPAIRMENT AT THE END OF THE PREVIOUS PERIOD | - 903 | - 830 | -1 276 |
| Merger IMMOBEL / ALLFIN GROUP | -1 688 | ||
| Depreciations | - 166 | - 73 | - 233 |
| DEPRECIATIONS AND IMPAIRMENT AT THE END OF THE YEAR | -2 757 | - 903 | -1 509 |
| NET CARRYING AMOUNT AS AT 31 DECEMBER | 898 | 296 | 730 |
Property, plant and equipment consist primarily of installation costs of the headquarters, amortized over the lease term, or 9 years.
Investment property is measured by independent experts in accordance with the fair value model of the IAS 40 standard.
Investment property evolve as follows:
| 31/12/2016 | 31/12/2015 | 31/12/2015 | |
|---|---|---|---|
| ALLFIN | IMMOBEL | ||
| GROUP | SA | ||
| FAIR VALUE ON 1 JANUARY | 2 715 | 2 817 | 2 714 |
| Merger IMMOBEL / ALLFIN GROUP | 2 829 | ||
| Acquisitions | 29 | - | |
| Disposals | -2 715 | - | - |
| Change in the fair value recognized in the statement of comprehensive income | 45 | -131 | 115 |
| FAIR VALUE ON 31 DECEMBER | 2 874 | 2 715 | 2 829 |
This account contains a land under leasehold of an office building with a long lease expiring October 31, 2025.
The fair value of this asset is estimated considering the transfer charges to be on charge of the purchaser.
| 31/12/2016 | |
|---|---|
| Rental price (€) per m² of residential | 115 |
| Discount rate | 6,75% |
The contributions of joint ventures and associates in the statement of financial position and the statement of comprehensive income is a:
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION | 31/12/2016 | 31/12/2015 | 31/12/2015 |
|---|---|---|---|
| ALLFIN | IMMOBEL | ||
| GROUP | SA | ||
| Investments in associates | - 36 | 54 305 | 384 |
| Investments in joint ventures | 70 251 | 11 817 | 62 989 |
| TOTAL INVESTMENTS INCLUDED IN THE STATEMENT OF FINANCIAL POSITION | 70 215 | 66 122 | 63 373 |
The book value of investments in joint ventures and associates evolve as follows:
| 31/12/2016 | |
|---|---|
| VALUE AS AT 1 JANUARY | 66 122 |
| Share in result | - 530 |
| Assets from the reverse acquisition | 64 586 |
| Revaluation of IMMOBEL shares held prior to the reverse acquisition | 2 832 |
| Presentation in deduction from the shareholders' equity of the IMMOBEL shares became treasury shares following the reverse acquisition |
-55 368 |
| Fair value adjustments resulting from the business combination | 9 855 |
| Acquisitions, capital injections and loans to joint ventures and associates | 7 209 |
| Disposals of joint ventures and associates | -5 776 |
| Repayment of capital and advances by joint ventures and associates | -18 724 |
| Currency translation | 9 |
| CHANGES FOR THE YEAR | 4 093 |
| VALUE AS AT 31 DECEMBER | 70 215 |
|---|---|
| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME | 31/12/2016 |
| Share in the net result of joint ventures | 1 476 |
| Share in the net result of associates | -2 007 |
| SHARE OF JOINT VENTURES AND ASSOCIATES IN THE CONSOLIDATED STATEMENT | |
| OF COMPREHENSIVE INCOME | - 530 |
| STATEMENT OF CASH FLOW | 31/12/2016 |
| Gain on sales of joint ventures and associates | 8 249 |
| Book value of sold investments | 5 776 |
| CASH FLOW FROM DISPOSAL OF JOINT VENTURES AND ASSOCIATES | 14 025 |
The table below shows the contribution of joint ventures and associates in the statement of financial position and the statement of comprehensive income.
| % INTEREST | BOOK VALUE OF THE INVESTMENTS |
SHARE IN THE COMPREHENSIVE INCOME |
||||
|---|---|---|---|---|---|---|
| NAME | 31/12/2016 | 31/12/2015 | 31/12/2016 | 31/12/2015 | 31/12/2016 | 31/12/2015 |
| Argent Office | - | 50,0% | - | 85 | 91 | - 58 |
| Bella Vita | 50,0% | 50,0% | 5 924 | - | 284 | - |
| CBD International | 50,0% | 50,0% | - 988 | - | - 194 | - |
| Château de Beggen | 50,0% | 50,0% | 312 | - | 83 | - |
| Fanster Enterprise | 50,0% | 50,0% | 1 285 | - | 33 | - |
| Foncière du Parc | 50,0% | 50,0% | 172 | - | - 1 | - |
| Gateway | 50,0% | 50,0% | 572 | - | - 31 | - |
| Ilot Ecluse | 50,0% | 50,0% | 188 | - | - 1 | - |
| Immo Keyenveld 1 | 50,0% | 50,0% | - 5 | 125 | - 13 | - 14 |
| Immo Keyenveld 2 | 50,0% | 50,0% | - 17 | 111 | - 10 | - 10 |
| Immo PA 33 1 | 50,0% | 50,0% | 5 457 | 4 907 | 1 912 | 2 363 |
| Immo PA 33 2 | - | - | - | - | - | 3 214 |
| Immo PA 44 1 | 50,0% | 50,0% | 1 445 | 1 447 | - 118 | - 19 |
| Immo PA 44 2 | 50,0% | 50,0% | 4 314 | 4 355 | - 334 | - 52 |
| Pef Kons Investment | 33,3% | 33,3% | 21 614 | - | - 304 | - |
| Les Deux Princes Developement | 50,0% | 50,0% | 33 | 787 | - 2 | - 71 |
| M1 | 33,3% | 33,3% | 4 808 | - | - 71 | - |
| M7 | 33,3% | 33,3% | 682 | - | - 18 | - |
| RAC 2 | - | 40,0% | 0 | - | 164 | - |
| RAC 3 | 40,0% | 40,0% | 3 597 | - | 287 | - |
| RAC 4 | 40,0% | 40,0% | 7 226 | - | - 197 | - |
| RAC 5 | 40,0% | 40,0% | 4 922 | - | 15 | - |
| Société Espace Léopold | - | 50,0% | - | - 21 | - | |
| Universalis Park 2 | 50,0% | - | 3 888 | - | - 27 | - |
| Universalis Park 3 | 50,0% | - | 4 931 | - | - 35 | - |
| Universalis Park 3AB | 50,0% | - | - 239 | - | - 7 | - |
| Universalis Park 3C | 50,0% | - | 18 | - | - 4 | - |
| Vilpro | 50,0% | 50,0% | 111 | - | - 5 | - |
| TOTAL JOINT VENTURES | 70 251 | 11 817 | 1 476 | 5 354 | ||
| DHR Clos du Château | 33,3% | 33,3% | 36 | - | - 84 | - |
| Graspa Development | 25,0% | 25,0% | - 72 | - | - 153 | - |
| Immobel | - | 29,9% | 54 305 | -1 769 | 220 | |
| TOTAL ASSOCIATES | - 36 | 54 305 | -2 007 | 220 | ||
| TOTAL JOINT VENTURES AND ASSOCIATES |
70 215 | 66 122 | - 530 | 5 574 |
The table below presents condensed financial information of joint ventures and associates of the Group. The amounts reported are the amounts determined in accordance with IFRS, before elimination of intercompanies.
| FIGURES 100% | TOTAL EQUITY |
SHARE HOLDER |
BOOK VALUE OF |
|||||
|---|---|---|---|---|---|---|---|---|
| COMPRE | TOTAL | ALLOCA TED TO |
LOANS BY THE |
THE INVEST |
||||
| TURN | HENSIVE | TOTAL | LIABILI | TOTAL | THE | GROUP | MENTS | |
| AS AT 31 DECEMBER 2016 | OVER | INCOME | ASSETS | TIES | EQUITY | GROUP | ||
| Argent Office | - | 181 | - | - | - | - | - | - |
| Bella Vita | 9 941 | 567 | 16 306 | 4 459 | 11 847 | 5 924 | - | 5 924 |
| CBD International | - | - 388 | 21 692 | 23 667 | -1 975 | - 988 | - | - 988 |
| Château de Beggen | - | 167 | 2 144 | 1 521 | 623 | 312 | - | 312 |
| Fanster Enterprise | - | 66 | 2 609 | 39 | 2 571 | 1 285 | - | 1 285 |
| Foncière du Parc | - | - 2 | 346 | 3 | 344 | 172 | - | 172 |
| Gateway | - | - 62 | 1 205 | 61 | 1 144 | 572 | - | 572 |
| Ilot Ecluse | - | - 2 | 385 | 9 | 376 | 188 | - | 188 |
| Immo Keyenveld 1 | - | - 26 | 581 | 592 | - 11 | - 5 | - | - 5 |
| Immo Keyenveld 2 | - | - 20 | 553 | 586 | - 33 | - 17 | - | - 17 |
| Immo PA 33 1 | 31 710 | 3 823 | 17 483 | 6 568 | 10 914 | 5 457 | - | 5 457 |
| Immo PA 44 1 | - | - 236 | 5 814 | 5 400 | 414 | 207 | 1 238 | 1 445 |
| Immo PA 44 2 | - | - 668 | 17 472 | 15 841 | 1 630 | 815 | 3 499 | 4 314 |
| Pef Kons Investment | - | - 912 | 156 029 | 125 287 | 30 742 | 10 246 | 11 368 | 21 614 |
| Les Deux Princes Developement |
- | - 3 | 5 105 | 5 039 | 66 | 33 | - | 33 |
| M1 | - | - 212 | 47 076 | 48 284 | -1 208 | - 402 | 5 210 | 4 808 |
| M7 | - | - 55 | 4 248 | 4 149 | 99 | 33 | 649 | 682 |
| RAC 2 | 2 200 | - 110 | - | - | - | - | - | - |
| RAC 3 | 4 874 | 719 | 9 092 | 1 773 | 7 319 | 2 928 | 670 | 3 597 |
| RAC 4 | - | - 493 | 26 930 | 8 866 | 18 064 | 7 226 | - | 7 226 |
| RAC 5 | 12 267 | 4 395 | 12 305 | 0 | 12 305 | 4 922 | - | 4 922 |
| Société Espace Léopold | - | - 41 | - | - | - | - | - | - |
| Universalis Park 2 | - | - 54 | 20 332 | 22 895 | -2 563 | -1 282 | 5 170 | 3 888 |
| Universalis Park 3 | - | - 70 | 28 790 | 32 413 | -3 624 | -1 812 | 6 743 | 4 931 |
| Universalis Park 3AB | - | - 15 | 6 227 | 7 008 | - 782 | - 391 | 152 | - 239 |
| Universalis Park 3C | - | - 9 | 1 712 | 1 931 | - 219 | - 110 | 128 | 18 |
| Vilpro | - | - 10 | 1 084 | 863 | 221 | 111 | - | 111 |
| TOTAL JOINT VENTURES | 60 992 | 6 531 | 405 521 | 317 257 | 88 265 | 35 424 | 34 827 | 70 251 |
| DHR Clos du Château | - | - 253 | 1 594 | 1 485 | 109 | 36 | - | 36 |
| Graspa Development | - | - 612 | 23 377 | 23 667 | - 290 | - 72 | - | - 72 |
| TOTAL ASSOCIATES | - | - 865 | 24 971 | 25 152 | - 181 | - 36 | - | - 36 |
| TOTAL JOINT VENTURES AND ASSOCIATES |
60 992 | 5 666 | 430 492 | 342 409 | 88 084 | 35 387 | 34 827 | 70 215 |
| Main components of assets and liabilities : | INVENTORIES | FINANCIAL DEBTS |
|||
|---|---|---|---|---|---|
| Inventories | 379 219 | CBD International | 21 060 | - | |
| Cash and cash equivalents | 18 180 | Pef Kons Investment | 154 451 | 83 240 | |
| Receivables and other assets | 33 093 | M1 M7 | 49 932 | 34 048 | |
| Non-current financial debts | 85 956 RAC(s) | 26 330 | |||
| Current financial debts | 94 719 Universalis Park | 57 025 | 40 000 | ||
| Shareholder's loans | 137 131 Immo Keyenveld / PA | 39 013 | 12 139 | ||
| Other liabilities | 24 603 Autres | 31 408 | 11 248 | ||
| TOTAL | 430 492 | 342 409 Total | 379 219 | 180 675 |
In case of financial debts towards credit institutions, the shareholder's loans reimbursements (reimbursement of cash to the mother company) are subordinated to the reimbursements towards credit institutions.
| Book value of assets pledged for debt securities | 314 308 |
|---|---|
| Amount of debts guaranteed by above securities | 180 675 |
For the main debts towards credit institutions mentioned above, the company IMMOBEL SA has engaged itself to provide the necesary financial means in order to bring the differents projects to a good end ("cash deficiency" and "cost overrun" engagements).
There are no significant restrictions which limit the Group's ability to access the assets of joint ventures and and associates, nor specific risks or commitments other than those relating to bank loans.
Deferred tax assets or liabilities are recorded in the balance sheet on deductible or taxable temporary differences, tax losses and tax credits carried forward. Changes in the deferred taxes in the balance sheet having occurred over the financial year are recorded in the statement of income unless they refer to items directly recognised under other comprehensive income.
Deferred taxes on the balance sheet refer to the following temporary differences:
| DEFERRED TAX ASSETS | DEFERRED TAX LIABILITIES | |||||
|---|---|---|---|---|---|---|
| 31/12/2016 | 31/12/2015 | 31/12/2015 | 31/12/2016 | 31/12/2015 | 31/12/2015 | |
| ALLFIN | IMMOBEL | ALLFIN | IMMOBEL | |||
| GROUP | SA | GROUP | SA | |||
| Tax losses | 700 | 2 230 | 186 | - | - | - |
| Inventories | 4 988 | 262 | - | 2 544 | 7 166 | - |
| Financial debts | 785 | - | - | 8 | - | |
| Derivative financial instruments | 568 | - | - | 32 | - | - |
| Other assets and liabilities | - | - | - | 227 | 489 | - |
| Netting of deferred tax assets and liabilities | - | - 961 | - | - | - 961 | - |
| TOTAL | 7 042 | 1 531 | 186 | 2 803 | 6 702 | - |
| VALUE AS AT 1 JANUARY | 1 531 | 6 702 |
|---|---|---|
| Assets / Liabilities from the reverse acquisition | 6 538 | 2 026 |
| Disposals | - | - 478 |
| Deferred tax recognised in the consolidated statement of comprehensive income |
-1 027 | -5 447 |
| VALUE AS AT 31 DECEMBER | 7 042 | 2 803 |
| TEMPORARY DIFFERENCES OR TAX LOSSES FOR WHICH NO DEFERRED TAX ASSETS ARE |
|
|---|---|
| RECOGNISED IN THE BALANCE SHEET, FROM WHICH: | 47 841 |
| Expiring at the end of 2017 | 207 |
| Expiring at the end of 2018 | 1 742 |
| Expiring at the end of 2019 | 9 610 |
| Expiring at the end of 2020 | 794 |
| Expiring at the end of 2021 | 687 |
| Not time-limited | 34 801 |
Inventories consist of buildings and land acquired for development and resale. Allocation of inventories by segment is as follows:
| 31/12/2016 31/12/2015 | 31/12/201 5 |
||
|---|---|---|---|
| ALLFIN | IMMOBEL | ||
| GROUP | SA | ||
| Offices | 120 842 | 22 434 | 189 722 |
| Residential Development | 225 381 | 152 980 | 54 108 |
| Land Development | 96 892 | - | 90 711 |
| TOTAL INVENTORIES | 443 115 | 175 414 | 334 541 |
| Allocation of inventories by geographical area is as follows: | |||
| 31/12/2016 31/12/2015 | 31/12/201 5 |
||
| ALLFIN GROUP |
IMMOBEL SA |
||
| Belgium | 340 144 | 154 038 | 235 844 |
| Grand-Duchy of Luxemburg | 43 901 | 21 376 | 34 500 |
| Poland | 59 070 | - | 64 197 |
| TOTAL INVENTORIES | 443 115 | 175 414 | 334 541 |
| Break down of the movements of the year per segment: | 31/12/2016 | ||
| INVENTORIES AS AT 1 JANUARY | 175 414 | ||
| Purchases and developments of the year | 222 222 | ||
| Assets from the reverse acquisition | 294 789 | ||
| Fair value adjustments resulting from the business combination | 3 633 | ||
| Disposals of the year | -219 902 | ||
| Capitalization of rents received and to be received | -18 424 | ||
| Changes in scope of consolidation | -17 201 | ||
| Borrowing costs | 2 589 | ||
| Write-offs recorded | - 5 | ||
| CHANGES FOR THE YEAR | 267 701 | ||
| INVENTORIES AS AT 31 DECEMBER | 443 115 | ||
| Purchase Disposal Rents Changes Break down of the |
Merger | Borrowin | Net |
| s and s capitaliz in scope IMMOBE movements of the |
g costs |
| Break down of the movements of the |
Purchase s and Develop |
Disposal s |
Rents capitaliz ation |
Changes in scope |
Merger IMMOBE L / |
Borrowin g costs |
Net write offs |
Net |
|---|---|---|---|---|---|---|---|---|
| year per segment: | ments | ALLFIN | ||||||
| Offices | 50 221 | -114 465 | -4 481 | 167 625 | - 487 | - 5 | 98 408 | |
| Residential Development |
148 941 | -96 635 | -13 943 | -17 201 | 48 406 | 2 833 | 72 401 | |
| Land Development | 23 060 | -8 802 | 82 391 | 243 | 96 892 |
| Total | 222 222 | -219 902 | -18 424 | -17 201 | 298 422 | 2 589 | - 5 | 267 701 |
|---|---|---|---|---|---|---|---|---|
| Break down of the | Purchase s and |
Disposal s |
Rents capitaliz |
Changes in scope |
Merger IMMOBE |
Borrowin g costs |
Net write |
Net |
| movements of the year per |
Develop ments |
ation | L / ALLFIN |
offs | ||||
| geographical area : | ||||||||
| Belgium | 180 401 | -217 201 | -13 943 | -3 032 | 239 086 | 800 | - 5 | 186 106 |
| Grand-Duchy of Luxemburg |
42 949 | -2 701 | -4 481 | -14 169 | 260 | 667 | 22 525 | |
| Poland | -1 128 | 59 076 | 1 122 | 59 070 | ||||
| Total | 222 222 | -219 902 | -18 424 | -17 201 | 298 422 | 2 589 | - 5 | 267 701 |
MARKET RISKS AND UNCERTAINTIES
With the exception of the risks and uncertainties inherent in the activities carried out by the Group (in particular a significant increase in interest rates and credit margins, a downturn in the real estate market, changes in global economic trends, loss of interest by investors in the real estate market, a tightening of credit conditions by the banks,…) and in view of the building permits already obtained, the Board of Directors is confident that it will obtain the necessary permits to develop the Group's existing projects and is not aware, on the basis of the information currently available, of any major risks or uncertainties that could significantly damage the Group's future results.
The main risks and uncertainties are described in the Director's report.
Trade receivables refer to the following segments:
| 31/12/2016 | 31/12/2015 | 31/12/2015 | |
|---|---|---|---|
| ALLFIN | IMMOBEL | ||
| GROUP | SA | ||
| Offices | 1 163 | - | 2 532 |
| Residential Development | 5 642 | 6 712 | 573 |
| Land Development | 5 307 | - | 2 932 |
| TOTAL TRADE RECEIVABLES | 12 112 | 6 712 | 6 037 |
| Due < 3 months | 6 088 | 5 954 | 1 060 |
|---|---|---|---|
| Due > 3 months < 6 months | 401 | - | 498 |
| Due > 6 months < 12 months | 386 | - | 27 |
| Due > 1 year | 2 672 | - | 99 |
CREDIT RISK
The credit risk is related to the possible failure of the customers in respecting their commitments towards the Group.
Due to the nature of the customers, being mainly known investors, public clients or equivalent, the Group does not use instruments to cover the customer credit risk.
The customers are closely followed up and adequate impairments are recorded as to cover the amounts that are considered being not recoverable.
At 31 December 2016 there was no concentration of credit risk with a sole third party. The maximum risk amounts to the book value of the receivables.
| The recorded impairments of trade receivables is as follows: | 31/12/2016 |
|---|---|
| BALANCE AT 1 JANUARY | 22 |
| Additions | 65 |
| Merger IMMOBEL / ALLFIN | 214 |
| MOVEMENTS OF THE YEAR | 279 |
| BALANCE AT 31 DECEMBER | 301 |
The components of this line item are:
| 31/12/2016 | 31/12/2015 | 31/12/2015 | |
|---|---|---|---|
| ALLFIN | IMMOBEL | ||
| GROUP | SA | ||
| Other receivable | 29 053 | 3 770 | 9 392 |
| of which : advances and guarantees paid acomptes et garanties versées | 3 600 | - | 2 203 |
| taxes (other than income taxes) and VAT receivable | 5 307 | 2 123 | 1 385 |
| advances and guarantees paid | - | - | 2 050 |
| receivable on sale (escrow account) | 1 066 | - | 1 617 |
| grants and allowances receivable | 16 311 | - | - |
| other | 2 769 | 1 647 | 2 137 |
| Deferred charges and accrued income | 3 418 | 4 541 | 978 |
| of which: on projects in development | 3 082 | 1 774 | 663 |
| other | 336 | 2 767 | 315 |
| TOTAL OTHER CURRENT ASSETS | 32 471 | 8 311 | 10 370 |
| and are related to the following segments: | 31/12/2016 |
|---|---|
| Offices | 3 052 |
| Residential Development | 26 712 |
| Land Development | 2 707 |
| TOTAL OTHER CURRENT ASSETS | 32 471 |
The Group's net financial debt is the balance between the cash and cash equivalents and the financial debts (current and non current). It amounts to € -201 472 thousand as at 31 December 2016 compared to € -92 064 thousand as at 31 December 2015.
| 31/12/2016 | 31/12/2015 | 31/12/2015 | |
|---|---|---|---|
| ALLFIN | IMMOBEL | ||
| GROUP | SA | ||
| Cash and cash equivalents | 120 638 | 86 687 | 16 952 |
| Non current financial debts | 281 578 | 152 191 | 143 757 |
| Current financial debts | 40 532 | 26 560 | 62 267 |
| NET FINANCIAL DEBT | -201 472 | -92 064 | -189 072 |
The Group's gearing ratio (net financial debt / equity) is 64% as at 31 December 2016.
Cash deposits and cash at bank and in hand amount to € 120 638 thousand compared to € 86 687 thousand at the end of 2015, representing an increase of € 33 951 thousand.
| AVAILABLE CASH AND CASH EQUIVALENTS | 120 638 | 86 687 | 16 952 |
|---|---|---|---|
| Cash at bank and in hand | 120 638 | 86 687 | 16 952 |
| Term deposits with an initial duration of maximum 3 months | - | - | - |
| GROUP | SA | ||
| ALLFIN | IMMOBEL | ||
| The available cash are as follows: | 31/12/2016 | 31/12/2015 | 31/12/2015 |
The explanation of the change in available cash is given in the consolidated cash flow statement. Cash and cash equivalents are fully available, either for distribution to the shareholders or to finance projects owned by different companies.
Financial debts increase with € 143 359 thousand, from € 178 751 thousand at 31 December 2015 to € 322 110
thousand at 31 December 2016. The components of financial debts are as follows:
| 31/12/2016 | 31/12/2015 ALLFIN |
31/12/2015 IMMOBEL |
|
|---|---|---|---|
| GROUP | SA | ||
| Bond issue maturity 28-03-2018 at 5.50% - nominal amount 60 MEUR | 59 666 | - | 59 396 |
| Bond issue maturity 28-03-2018 at 5.50% - fair value adjustment | 2 310 | - | - |
| Bond issue maturity 27-06-2019 at 6.75% - nominal amount 36.65 MEUR | 35 425 | 35 298 | - |
| Credit institutions | 184 177 | 116 893 | 84 361 |
| NON CURRENT FINANCIAL DEBTS | 281 578 | 152 191 | 143 757 |
| Bond issue maturity 21-12-2016 at 7% - nominal amount 40 MEUR | - | - | 39 843 |
| Credit institutions | 36 581 | 26 560 | 19 817 |
| Bonds - not yet due interest | 3 951 | - | 2 607 |
| CURRENT FINANCIAL DEBTS | 40 532 | 26 560 | 62 267 |
| TOTAL FINANCIAL DEBTS | 322 110 | 178 751 | 206 024 |
| Financial debts at fixed rates | 97 401 | 89 823 | 99 239 |
| Financial debts at variable rates | 220 758 | 88 928 | 104 178 |
| Bonds - not yet due interest | 3 951 | - | 2 607 |
| Amount of debts guaranteed by securities | 220 758 | 104 178 | |
| Book value of Group's assets pledged for debt securities | 402 374 | 308 524 | |
| Financial debts evolve as follows: | 31/12/2016 | ||
| FINANCIAL DEBTS AS AT 1 JANUARY | 178 751 | ||
| Contracted debts | 107 009 | ||
| Repaid debts | -133 627 | ||
| Liabilities from the reverse acquisition | 165 717 | ||
| Fair value adjustments resulting from the business combination | 5 834 | ||
| Change in the fair value recognized in the statement of comprehensive income | -3 524 | ||
| Bons - paid interest | -2 340 | ||
| Bonds - not yet due interest | 3 951 | ||
| Amortization of deferred debt issue expenses | 339 | ||
| CHANGES FOR THE YEAR | 143 359 | ||
| FINANCIAL DEBTS AS AT 31 DECEMBER | 322 110 |
All the financial debts are denominated in €.
Except the bonds, the financing of the Group and the financing of the Group's projects are provided based on a short-term rate, the 1 to 12 month euribor, increased by commercial margin.
IMMOBEL disposes at December 31, 2016 of 2 Corporate credit lines, one of 60 MEUR, unused at December 31, 2016,
the other of 30 MEUR, fully used by 31 December. These two credit lines are due in June 2017.
Moreover, IMMOBEL disposes at December 31, 2016 of confirmed bank credit lines for € 234 million of which € 195 million used at end of December 2016.
These credit lines (project financing credits) are specific for certain projects in development.
At December 31, 2016, the book value of Group's assets pledged to secure the corporate credit and the project financing credits amounts to € 402 million.
The table below summarizes the maturity of the financial liabilities of the Group:
| DUE IN | 2017 | 2018 | 2019 | 2020 | 2022 | 2024 | Total |
|---|---|---|---|---|---|---|---|
| Bonds | - | 62 310 | 35 650 | - | - | - | 97 960 * |
| Bonds - Interest | 3 951 | - | - | - | - | - | 3 951 |
| Corporate credit | 30 000 | - | - | - | - | - | 30 000 |
| Project Financing Credits | 6 581 | 73 930 | 58 747 | 31 750 | 8 600 | 11 150 | 190 758 |
| TOTAL AMOUNT OF DEBTS | 40 532 | 136 240 | 94 397 | 31 750 | 8 600 | 11 150 | 322 669 |
* The amount on the balance sheet, € 97 401 thousand, includes € 559 thousand charges to be amortized until maturity in 2018 and 2019.
On the basis of the situation as per 31 December 2015, each change in interest rate of 1% involves an annual increase or decrease of the interest charge on debts at variable rate of € 2 208 thousand.
In the frame of the availability of long term credits, Corporate or Project Financing, the Group uses financial instruments mainly for the hedging of interest rates.
At 31 December 2016, the derivative financial instruments have been concluded to hedge future risks and are the following:
| Notional Strike |
Instru | Period |
|---|---|---|
| amounts | ments | |
| 0,10% 26 000 |
IRS bought | 09/2015 - 09/2018 |
| 0,86% 53 122 |
09/2014 - 12/2019 IRS bought | |
| CAP | 07/2014 - | |
| 2,00% 16 000 |
bought | 07/2017 |
| 2,00% 10 000 |
CAP | 07/2014 - |
| bought | 07/2017 | |
| CAP | 07/2014 - | |
| 2,00% 10 000 |
bought | 07/2017 |
| Total 115 122 |
The fair value of derivatives is determined based on valuation models and future interest rates ("level 2").
The change in fair value of financial instruments is recognized through the statement of income as thos have not been designated as cash flow hedges.
| 31/12/2016 | 31/12/2015 ALLFIN GROUP |
31/12/2015 IMMOBEL SA |
|
|---|---|---|---|
| FAIR VALUE OF FINANCIAL INSTRUMENTS | |||
| Hedging instruments: | |||
| - Bought CAP Options | 0 | - | 0 |
| - Bought IRS Options | 1 789 | 1 658 | 140 |
| TOTAL | 1 789 | 1 658 | 140 |
| CHANGE IN FAIR VALUE OF THE DERIVATIVE FINANCIAL INSTRUMENTS | |||
| SITUATION AT 1 JANUARY | 1 658 | ||
| Changes during the period: | 268 | ||
| Merger IMMOBEL / ALLFIN GROUP | - 137 | ||
| SITUATION AT 31 DECEMBER | 1 789 |
No instrument has been documented as hedge accounting at 31 December 2016.
The following table list the different classes of financial assets and liabilities with their carrying amounts in the balance sheet and their respective fair value and analyzed by their measurement category.
The fair value of financial instruments is determined as follows:
The fair value measurement of financial assets and financial liabilities can be characterized in one of the following ways:
| Amounts recognized in balance sheet in |
|||||
|---|---|---|---|---|---|
| accordance with IAS39 | |||||
| Fair value | |||||
| Carrying | trough | ||||
| Level of the fair | amount | Amortized | profit or | Fair value | |
| value | 31-12-2016 | cost | loss | 31-12-2016 | |
| ASSETS | |||||
| Cash and cash equivalents | Niveau 1 | 120 638 | 120 638 | 120 638 | |
| Other non-current financial assets | Niveau 2 | 3 730 | 3 730 | 3 730 | |
| Other non-current assets | Niveau 2 | 3 445 | 3 445 | 3 445 | |
| Trade receivables | Niveau 2 | 12 112 | 12 112 | 12 112 | |
| Other operating receivables | Niveau 2 | 50 112 | 21 899 | 21 899 | |
| Other current financial assets | Niveau 2 | 1 072 | 1 072 | 1 072 | |
| TOTAL | 191 109 | 162 896 | 162 896 | ||
| LIABILITIES | |||||
| Interest-bearing debt | Niveaux 1 et 2 | 315 849 | 315 849 | 318 159 | |
| Trade payables | Niveau 2 | 34 266 | 34 266 | 34 266 | |
| Other operating payables | Niveau 2 | 30 450 | 30 450 | 30 450 | |
| Derivative financial instruments | Niveau 2 | 1 789 | 1 789 | 140 | |
| TOTAL | 382 354 | 380 565 | 1 789 | 383 015 |
The Company starts only new projects in case of appropriate financing by corporate, specific financing or pre-sale.
As a consequence, the cash risk related to the progress of a project is very limited.
The Group is, for the majority of the mentioned financial debts, subject to a number of financial commitments.
These commitments are taking into account the equity, the net financial debt and its relation with the equity and the
inventories. At 31 December 2016, as for the previous years, the Group was in conformity with all these financial commitments.
The Group does not currently hedge the foreign exchange rates risks on its development activities. However, the functional currency of the offices activity currently developped in Poland has been determined to be the EUR, reducing significantly the exchange risk.
The equity amounts to € 314 949 thousand compared to € 165 466 thousand as at 31 December 2015, representing an increase of € 149 483 thousand.
The explanation of the change in equity is given in the consolidated statement of changes in equity.
IMMOBEL is optimising the structure of its permanent capital through a balance between capital and long term debts.
The target is to maximise the value for the shareholder while maintaining the required flexibility to achieve the development projects. Other elements, like the expected return on each project and the respect of a number of balance sheet ratios, influence the decision taking.
The pensions and similar obligations cover the obligations of the Company as far as the group insurance is concerned.
The amount recognised in the balance sheet represents the present value of obligations in terms of defined benefit pension plans less the fair value of plan assets.
| 31/12/2016 | |
|---|---|
| STATEMENT OF FINANCIAL POSITION | |
| Present value of the defined benefit obligations | 2 899 |
| Fair value of plan assets at the end of the period | -2 797 |
| NET LIABILITY ARISING FROM DEFINED BENEFIT OBLIGATION | 102 |
| SATEMENT OF COMPREHENSIVE INCOME | |
| Current service cost | - 81 |
| Interest cost on the defined benefit obligation | - 43 |
| Interest income on plan assets | 40 |
| Administration costs | - 6 |
| DEFINED BENEFIT COSTS RECOGNIZED IN PROFIT OR LOSS | - 90 |
| Actuarial (gains) / losses on defined benefit obligation arising from | |
| - changes in financial assumptions | - 134 |
| - return on plan assets (excluding interest income)1 | 97 |
| - experience adjustments | 195 |
| REMEASUREMENTS OF NET DEFINED BENEFIT LIABILITY RECOGNISED | |
| IN OTHER COMPREHENSIVE INCOME | 159 |
| DEFINED BENEFIT COSTS | 69 |
| PRESENT VALUE OF THE OBLIGATIONS AS AT 1 JANUARY |
3 749 |
|---|---|
| Current service cost | 81 |
| Interest cost | 43 |
| Contributions from plan participants | 16 |
| Actuarial (gains) losses | - 61 |
| Benefits paid | - 928 |
| PRESENT VALUE OF THE OBLIGATIONS AS AT 31 DECEMBER | 2 899 |
| FAIR VALUE OF THE PLAN ASSETS AS AT 1 JANUARY | 3 486 |
| Interest income | 40 |
|---|---|
| Contributions from employer | 92 |
| Contributions from plan participants | 16 |
| Benefits paid | - 928 |
| Return on plan assets (excluding interest income)4 | 97 |
| Administration costs | - 6 |
| FAIR VALUE OF THE PLAN ASSETS AS AT 31 DECEMBER | 2 797 |
| CONTRIBUTION OF THE EMPLOYER EXPECTED FOR 2017 | 66 |
| ACTUARIAL ASSUMPTIONS USED TO DETERMINE OBLIGATIONS | 31/12/2016 |
|---|---|
| Discount rate | 1,30% |
| Future salary increases | 3,50% |
| Inflation rate | 2,00% |
| Mortality Table | MR/FR-3 |
| Discount rate | 0,60% | 1,10% | 0,10% |
|---|---|---|---|
| Amount of the DBO | 2 899 | 2 781 | 3.029 |
The pension plans are funded through a group insurance. The underlying assets of the insurance contracts are primarily invested in bonds. The actuarial loss recognized in the statement of other comprehensive income equals € 158 thousand. The accumulated amount of actuarial gains and losses recognized in other comprehensive income equals € 691 thousand.
Belgian pension plan with guaranteed return: 20 employees benefit from contribution plans subject to Belgian law on supplementary pensions (minimum guaranteed return). The law of 18 December 2015 set the mininum guaranteed rate as follows:
4 The return on plan assets (excluding interest income) for the year 2015 is explained, on the one hand, by the valuation of the fair value of plan assets value of based on the present the discounted capital insurance group and, on the other hand, by the decrease in the discount rate below the technical interest rate guaranteed by the insurance company.
The components of provisions are as follows:
| 31/12/2016 | 31/12/2015 | 31/12/2015 | |
|---|---|---|---|
| ALLFIN | IMMOBEL | ||
| GROUP | SA | ||
| Provisions related to the sales | 1 776 | - | 3 715 |
| Other provisions | 4 | 52 | 17 |
| TOTAL PROVISIONS | 1 780 | 52 | 3 732 |
| Related to the sales |
Other | ||
|---|---|---|---|
| PROVISIONS AS AT 1 JANUARY | 0 | 52 | 52 |
| Increase | 603 | 603 | |
| Use | -1 769 | - 7 | -1 776 |
| Reversal | - 52 | - 52 | |
| Merger IMMOBEL / ALLFIN GROUP | 2 942 | 11 | 2 953 |
| CHANGES FOR THE YEAR | 1 776 | - 48 | 1 728 |
| PROVISIONS AS AT 31 DECEMBER | 1 776 | 4 | 1 780 |
Allocation of this position by segment is as follows:
| 31/12/2016 | 31/12/2015 | 31/12/2015 | |
|---|---|---|---|
| ALLFIN | IMMOBEL | ||
| GROUP | SA | ||
| Offices | 1 466 | 3 459 | |
| Residential Development | 219 | 52 | 178 |
| Land Development | 95 | 95 | |
| TOTAL | 1 780 | 52 | 3 732 |
These provisions made correspond to the best estimate of outgoing resources considered as likely by the Board of Directors. The Group has no indication on the final amount of disbursement or the timing of the disbursement, it depends on court decisions. The provisions are made up based on the risks related to the sales and to the litigations, in particular when the recognition conditions of those liabilities are met.
The provisions related to the sales mainly consist of rental guarantees, good end of execution...
No provision has been recorded for the other litigations that mainly concern:
This account is allocated by segment as follows:
| 31/12/2016 | |
|---|---|
| Offices | 13 637 |
| Residential Development | 16 276 |
| Land Development | 4 353 |
| TOTAL TRADE PAYABLES | 34 266 |
| OF WHICH CURRENT TRADE PAYABLES | 33 763 |
The components of this account are:
| 31/12/2016 | |
|---|---|
| Personnel debts | 749 |
| Taxes (other than income taxes) and VAT payable | 5 804 |
| Advance on sales | 1 610 |
| Advances from joint ventures and associates | 9 220 |
| Accrued charges and deferred income | 1 086 |
| Operating grants | 4 711 |
| Other | 3 319 |
| TOTAL OTHER CURRENT LIABILITIES | 26 499 |
| Other current liabilities are related to the following segments: | 31/12/2016 |
| Offices | 12 674 |
| Residential Development | 11 291 |
| Land Development | 2 534 |
| TOTAL OTHER CURRENT LIABILITIES | 26 499 |
| 31/12/2016 | 31/12/2015 | 31/12/2015 | |
|---|---|---|---|
| ALLFIN | IMMOBEL | ||
| GROUP | SA | ||
| Guarantees from third parties on behalf of the Group with respect to: | |||
| - inventories | 126 176 | 133 149 | 48 249 |
| - other assets | 111 | - | 111 |
| TOTAL GUARANTEES FROM THIRD PARTIES ON BEHALF OF THE GROUP |
126 287 | 133 149 | 48 360 |
| These guarantees consist of: | |||
| - guarantees "Real estate trader" (acquisitions with registration fee at reduced rate) | 31 409 | 14 320 | 13 166 |
| - guarantees "Law Breyne" (guarantees given in connection with the sale of houses or apartments under construction) |
71 513 | 117 650 | 22 761 |
| - guarantees "Good end of execution" (guarantees given in connection with | |||
| the execution of works) | 21 317 | - | 10 813 |
| - guarantees "Payment" and "Other" (successful completion of payment, rental) | 2 048 | 1 179 | 1 620 |
| TOTAL | 126 287 | 133 149 | 48 360 |
| Mortgage power - Amount of inscription | 593 139 | 336 406 | 138 025 |
| Book value of Group's assets pledged for debt securities related to investment | |||
| property | |||
| and inventory as a whole | 402 374 | 138 989 | 308 524 |
| Pledges on shares of related companies | - | 66 752 | - |
| Pledges on other assets | - | 27 401 | - |
| BOOK VALUE OF PLEDGED GROUP'S ASSETS | 402 374 | 138 989 | 308 524 |
| Amount of debts guaranteed by above | |||
| securities | |||
| - Non current debts | 184 177 | 116 541 | 84 361 |
| - current debts | 36 581 | 26 650 | 19 817 |
| TOTAL | 220 758 | 143 191 | 104 178 |
Following restitution requests for parcels adjacent to ours, the start of the CBD ONE project in Warsaw is postponed and the company can not estimate at this stage the financial consequences of these procedures.
On November 17, 2016, the Shareholders accepted a performance share plan ("Performance Share Plan 2017-2019") for the benefit of the Executive Chairman and the Chief Executive Officer for the years 2017, 2018 and 2019.
This plan has no impact on the financial statements for 2016.
The change in working capital by nature is established as follows:
| CHANGE IN WORKING CAPITAL | 26 106 |
|---|---|
| Trade payables & Other current liabilities | -20 815 |
| Trade receivables & Other current assets | 33 550 |
| business combinations | 13 371 |
| Inventories, including acquisition and sales of entities that are not considered as | |
| 31/12/2016 |
| 31/12/2016 | |
|---|---|
| A³ Capital NV + Vemaco NV + A³ Management BVBA | 58,77% |
| Capfi Delen Asset Management n.v. | 4,12% |
| IMMOBEL (treasury shares) | 12,30% |
| Number of representative capital shares | 9 997 356 |
These are the remuneration of members of the Executive Committee and of the Board of Directors.
| 31/12/2016 | |
|---|---|
| Salaries | 2 015 |
| Post-employment benefits | 29 |
| Other Benefits | 11 |
| TOTAL | 2 055 |
are recorded in the balance sheet in the following accounts:
| 31/12/2016 | |
|---|---|
| Investments in joint ventures and associates - shareholder's loans (note 15) |
34 827 |
| Other current assets | 17 788 |
| Other current liabilities | 9 220 |
| Interest income | 1 184 |
| Interest expense | 72 |
See note 15 for further information on joint ventures and associates.
No significant event that may have an impact on the financial statements occurred from the reporting date on 31st December 2015 up to 19th April 2017 when the financial statements were approved by the Board of Directors.
Companies forming part of the Group as at 31 December 2016 :
| GROUPE INTEREST (%) |
|||
|---|---|---|---|
| COMPANY | (Economic | ||
| NAME | NUMBER | HEAD OFFICE | interest) |
| ALLFIN NV | 0475 729 174 | Brussels | 100,00 |
| ARGENT RESIDENTIAL NV | 0837 845 319 | Brussels | 100,00 |
| BEYAERT NV | 0837 807 014 | Brussels | 100,00 |
| BOITEUX RESIDENTIAL NV | 0837 797 314 | Brussels | 100,00 |
| BRUSSELS EAST REAL ESTATE | 0478 120 522 | Brussels | 100,00 |
| SA BULL'S EYE PROPERTY LUX SA |
B 138 135 | Luxemburg | 100,00 |
| CEDET Sp. z.o.o. | 0000 30 58 51 | Warsaw | 100,00 |
| CEDET DEVELOPMENT Sp. | |||
| z.o.o. | 0000 31 88 63 | Warsaw | 100,00 |
| CENTRE ETOILE SARL | B 204 563 | Luxemburg | 100,00 |
| CHAMBON NV | 0837 807 509 | Brussels | 100,00 |
| CLUSTER CHAMBON NV | 0843 656 906 | Brussels | 100,00 |
| COMPAGNIE IMMOBILIÈRE DE PARTICIPATIONS FINANCIÈRES (CIPAF) SA | 0454 107 082 | Brussels | 100,00 |
| COMPAGNIE IMMOBILIÈRE DE WALLONIE (CIW) SA | 0401 541 990 | Brussels | 100,00 |
| COMPAGNIE IMMOBILIÈRE LUXEMBOURGEOISE SA | B 29 696 | Luxemburg | 100,00 |
| EMPEREUR FROISSART NV | 0871 449 879 | Brussels | 100,00 |
| ENTREPRISE ET GESTION IMMOBILIÈRES (EGIMO) SA | 0403 360 741 | Brussels | 100,00 |
| ESPACE NIVELLES SA | 0472 279 241 | Brussels | 100,00 |
| FLEX PARK | CZ 262 09 691 | Prague | 100,00 |
| FLINT CONSTRUCT NV | 0506 899 135 | Brussels | 65,00 |
| FLINT LAND NV | 0506 823 614 | Brussels | 65,00 |
| FONCIÈRE JENNIFER SA | 0464 582 884 | Brussels | 100,00 |
| FONCIÈRE MONTOYER SA | 0826 862 642 | Brussels | 100,00 |
| GARDEN POINT Sp. z.o.o. | 0000 38 84 76 | Warsaw | 100,00 |
| GRANARIA DEVELOPMENT GDANSK Sp. | |||
| z.o.o. | 0000 51 06 69 | Warsaw | 90,00 |
| GRANARIA DEVELOPMENT GDANSK BIS Sp. z.o.o. |
000,48 02 78 | Warsaw | 90,00 |
| GREEN DOG SA | 0897 498 339 | Brussels | 100,00 |
| HERMES BROWN II NV | 0890 572 539 | Brussels | 100,00 |
| HOTEL GRANARIA DEVELOPMENT Sp. z.o.o. | 0000 51 06 64 | Warsaw | 90,00 |
| IMMOBEL HOLDING LUXEMBOURG SARL | B 138 090 | Luxemburg | 100,00 |
| IMMOBEL LUX SA | B 130 313 | Luxemburg | 100,00 |
| IMMOBEL POLAND Sp. z.o.o. | 0000 37 22 17 | Warsaw | 100,00 |
| IMMOBILIËN VENNOOTSCHAP VAN VLAANDEREN NV | 0403 342 826 | Brussels | 100,00 |
| IMMO-PUYHOEK NV | 0847 201 958 | Brussels | 100,00 |
| INFINITY LIVING SA | - | Luxemburg | 100,00 |
| INFINITY WORKING & SHOPPING SA | - | Luxemburg | 100,00 |
| LAKE FRONT NV | 0562 818 447 | Brussels | 100,00 |
| LEBEAU SABLON SA | 0551 947 123 | Brussels | 100,00 |
| LES JARDINS DU NORD SA | 0444 857 737 | Brussels | 96,20 |
|---|---|---|---|
| LOTINVEST DEVELOPMENT SA | 0417 100 196 | Brussels | 100,00 |
| MÖBIUS I SA | 0662 473 277 | Brussels | 100,00 |
| MÖBIUS II SA | 0662 474 069 | Brussels | 100,00 |
| MONTAGNE RESIDENTIAL NV | 0837 806 420 | Brussels | 100,00 |
| MOULIN SA | B 179 263 | Luxemburg | 100,00 |
| GROUPE INTEREST (%) |
|||
|---|---|---|---|
| COMPANY | (Economic | ||
| NAME | NUMBER | HEAD OFFICE | interest) |
| OD 214 Sp. z.o.o. | 0000 53 59 20 | Warsaw | 100,00 |
| OKRAGLAK DEVELOPMENT Sp. z.o.o. | 0000 26 74 81 | Warsaw | 100,00 |
| PERCIPI NV | 0478 273 940 | Brussels | 100,00 |
| POLVERMILLENSARL | B 207 813 | Luxemburg | 100,00 |
| QUOMAGO SA | 0425 480 206 | Brussels | 100,00 |
| RIGOLETTO NV | 0536 987 545 | Brussels | 100,00 |
| PRINCE ROYAL CONSTRUCT | 0633 872 927 | Brussels | 100,00 |
| NV | |||
| t ZOUT CONSTRUCT NV | 0656 754 831 | Brussels | 100,00 |
| TORRES INVESTMENT Sp. z.o.o. | 0000 34 75 83 | Warsaw | 100,00 |
| TRACTIM SARL | B 98 174 | Luxemburg | 90,00 |
| VAARTKOM NV | 0656 758 393 | Brussels | 100,00 |
| VAL D'OR CONSTRUCT NV | 0656 752 257 | Brussels | 100,00 |
| VELDIMMO SA | 0430 622 986 | Brussels | 100,00 |
| VESALIUS CONSTRUCT NV | 0543 851 185 | Brussels | 100,00 |
| ZIELNA DEVELOPMENT Sp. | 0000 52 76 58 | Warsaw | 100,00 |
| z.o.o. | |||
| GROUPE INTEREST (%) |
|||
|---|---|---|---|
| COMPANY | (Economic | ||
| NAME | NUMBER | HEAD OFFICE | interest) |
| BELLA VITA SA | 0890 019 738 | Brussels | 50,00 |
| CBD INTERNATIONAL Sp. z.o.o. | 0000 22 82 37 | Warsaw | 50,00 |
| CHÂTEAU DE BEGGEN SA | B 133 856 | Luxemburg | 50,00 |
| FANSTER ENTERPRISE Sp. z.o.o. | 0000 39 60 31 | Warsaw | 50,00 |
| FONCIÈRE DU PARC SA | 0433 168 544 | Brussels | 50,00 |
| GATEWAY SA | 0501 968 664 | Brussels | 50,00 |
| ILOT ECLUSE SA | 0441 544 592 | Gilly | 50,00 |
| IMMO KEYENVELD 1 NV | 0845 714 096 | Brussels | 50,00 |
| IMMO KEYENVELD 2 NV | 0845 714 492 | Brussels | 50,00 |
| IMMO PA 33 1 NV | 0845 710 336 | Brussels | 50,00 |
| IMMO PA 44 1 NV | 0845 708 257 | Brussels | 50,00 |
| IMMO PA 44 2 NV | 0845 709 049 | Brussels | 50,00 |
| LES 2 PRINCES DEVELOPMENT NV |
0849 400 294 | Brussels | 50,00 |
| M1 SA | B 197 932 | Strassen | 33,33 |
|---|---|---|---|
| M7 SA | B 197 934 | Strassen | 33,33 |
| PEF KONS INVESTMENT SA | B 288 48 | Luxemburg | 33,33 |
| RAC 3 NV | 0819 588 830 | Antwerp | 40,00 |
| RAC 4 NV | 0819 593 481 | Brussels | 40,00 |
| RAC5 NV | 0665 775 535 | Antwerp | 40,00 |
| UNIVERSALIS PARK 2 SA | 0665 921 529 | Brussels | 50,00 |
| UNIVERSALIS PARK 3 SA | 0665 921 133 | Brussels | 50,00 |
| UNIVERSALIS PARK 3AB SA | 0665 922 420 | Brussels | 50,00 |
| UNIVERSALIS PARK 3C SA | 0665 921 430 | Brussels | 50,00 |
| VILPRO NV | 0437 858 295 | Brussels | 50.00 |
| GROUPE INTEREST (%) |
|||
|---|---|---|---|
| COMPANY | (Economic | ||
| NAME | NUMBER | HEAD OFFICE | interest) |
| DHR CLOS DU CHÂTEAU SA | 0895 524 784 | Brussels | 33,33 |
| GRASPA DEVELOPMENT Sp. | 0000 37 38 66 | Warsaw | 25,00 |
| z.o.o. |
Except the mentioned elements on note 15, there are no significant restrictions that limit the Group's ability to access assets and settle the liabilities of subsidiaries.
In case of financial debts towards credit institutions, the shareholder's loans reimbursements (reimbursement of cash to the mother company) are subordinated to the reimbursements towards credit institutions.
The undersigned persons state that, to the best of their knowledge:
On behalf of the Board of Directors:
Alexander Hodac 5 Chief Executive Officer
Marnix Galle6 Chairman of the Board of Directors
5 Permanent representative of AHO Consulting bvba
6 Permanent represetatvie of A3 Management bvba
The financial statements of the parent company, IMMOBEL SA, are presented below in a condensed form.
In accordance with Belgian company law, the Directors' Report and Financial Statements of the parent company, IMMOBEL SA, together with the Statutory Auditor's Report, have been filed at the National Bank of Belgium.
They are available on request from:
IMMOBEL SA Rue de la Régence 58 BE-1000 Brussels Belgium www.immobel.be
The statutory auditor issued an unqualified report on the financial statements of IMMOBEL SA.
| 31/12/201 | 31/12/201 | |
|---|---|---|
| ASSETS | 6 | 5 |
| FIXED ASSETS | 240 386 | 99 237 |
| Start-up costs | 726 | 761 |
| Intangible fixed assets | 142 | 168 |
| Tangible fixed assets | 925 | 945 |
| Financial fixed assets | 238 593 | 97 363 |
| CURRENT ASSETS | 342 811 | 322 903 |
| Amounts receivable after one year | 5 367 | - |
| Stocks and contracts in progress | 92 906 | 133 742 |
| Amounts receivable within one year | 116 934 | 173 028 |
| Treasury shares | 55 000 | - |
| Cash equivalents | 67 229 | 10 828 |
| Deferred charges and accrued income | 5 375 | 5 305 |
| TOTAL ASSETS | 583 197 | 422 140 |
| LIABILITIES | 31/12/201 | 31/12/201 |
|---|---|---|
| 6 | 5 | |
| SHAREHOLDERS' EQUITY | 307 530 | 207 452 |
| Capital | 97 357 | 60 302 |
| Reserves | 107 076 | 10 076 |
| Accumulated profits | 103 097 | 137 074 |
| PROVISIONS AND DEFERRED TAXES | 1 486 | 3 166 |
| Provisions for liabilities and charges | 1 486 | 3 166 |
| DEBTS | 274 181 | 211 522 |
| Amounts payable after one year | 204 603 | 131 809 |
| Amounts payable within one year | 63 975 | 71 921 |
| Accrued charges and deferred income | 5 603 | 7 792 |
| TOTAL LIABILITIES | 583 197 | 422 140 |
| 31/12/2016 | 31/12/2015 | |
|---|---|---|
| Operating income | 28 045 | 20 914 |
| Operating charges | -18 785 | -13 715 |
| OPERATING RESULT | 9 260 | 7 199 |
| Financial income | 27 078 | 9 217 |
| Financial charges | -12 093 | -9 384 |
| FINANCIAL RESULT | 14 985 | - 167 |
| PROFIT OF THE FINANCIAL YEAR BEFORE TAXES | 24 245 | 7 032 |
| Taxes | -2 772 | 10 |
| PROFIT OF THE FINANCIAL YEAR | 21 473 | 7 042 |
| PROFIT OF THE FINANCIAL YEAR TO BE APPROPRIATED | 21 473 | 7 042 |
| 31/12/2016 | 31/12/2015 | |
|---|---|---|
| PROFIT TO BE APPROPRIATED | 176 156 | 137 074 |
| Profit for the financial year available for appropriation | 21 473 | 7 042 |
| Profit carried forward | 154 683 | 130 032 |
| APPROPRIATION TO EQUITY | 55 000 | - |
| To other reserves | 55 000 | - |
| RESULT TO BE CARRIED FORWARD | 103 097 | 137 074 |
| Profit to be carried forward | 103 097 | 137 074 |
| PROFIT AVAILABLE FOR DISTRIBUTION | 18 059 | 0 |
| Dividends | 17 534 | 0 |
| Other beneficiaries | 525 | 0 |
Tangible assets are recorded as assets net of accumulated depreciation, at either their cost price or contribution value (value at which they were brought into the business), including ancillary costs and non-deductible VAT. Depreciation is calculated by the straight-line method. The main depreciation rates are the following:
| - | Buildings | 3% |
|---|---|---|
| - | Buildings improvements | 5% |
| - | Office furniture and equipment | 10% |
| - | Computer equipment | 33% |
| - | Vehicles | 20% |
Financial Fixed Assets are entered either at their purchase price, after taking into account any amounts still not paid up and any write-offs made. They are written down if they suffer a capital loss or a justifiable long-term loss in value.
Amounts Receivable within one year and those receivable after one year are recorded at their nominal value. Write-downs are applied in case of permanent impairment or if the repayment value at the closing date is less than the book value.
Stocks are recorded at their purchase price or contribution value, including, in addition to the purchase price, the ancillary costs, duties and taxes relating to them. The infrastructure costs are recorded at their cost price. Realisation of stocks is recorded at the weighted average price. Work in progress is valued at cost price. Profits are, in principle, recorded on the basis of the percentage of completion of the work. Write-downs are applied as appropriate, according to the selling price or the market value.
The sales and the purchases of properties are recorded at the signature of the notarial act in so far as the eventual conditions precedents are lifted and a clause of deferred property transfer is foreseen in the compromise under private signature
Short term investments are recorded as assets at their purchase price (ancillary costs excluded) or contribution value. Their values are adjusted, provided that the depreciation is lasting.
Cash at bank and in hand are recorded at their nominal value. Values are adjusted if the estimated value at the end of the financial year is lower than the book value.
At the close of each financial year, the Board of Directors, acting with prudence, sincerity and in good faith, examines the provisions to be set aside to cover the major repairs or major maintenance and the risks arising from completion of orders placed or received, advances made, technical guarantees after sale or delivery and current litigations.
Amounts Payable are recorded at their nominal value.
IMMOBEL
Rue de la Régence, 58 - 1000 Brussels – Belgium RPM / RPR (Legal Entitites Register) - VAT BE 0405.966.675
Belgian registered joint stock company, constituted on 9 July 1863, authorised by the Royal Decree of 23 July 1863.
Indefinite
Any physical or moral person who acquires securities in the Company, whether representative of capital or not, conferring the right to vote, must declare to the Company and to the Belgian Banking, Finance and Insurance Commission the number of securities she/he holds, when the voting rights pertaining to these securities reach the level of three percent or more of the total voting rights that exist.
She/he must make the same declaration in the event of an additional acquisition of securities referred to in paragraph 1, if when this acquisition is completed, the voting rights pertaining to the securities that she/he possesses reach the level of five, ten, fifteen percent, and so on in, tranches of five points, of the total number of existing voting rights.
He must make the same declaration in the event of disposal of securities when, following the disposal, his voting rights are reduced to below one of the thresholds referred to in paragraph 1 or paragraph 2.
When a physical or moral person acquires or transfers control, be it direct or indirect, de jure or de facto, of a company which possesses three percent at least of the voting power of the company, she/he must declare this to the company and to the Banking, Financial and Insurance Commission. The aforementioned declarations must be addressed to the Banking, Financial and Insurance Commission, as well as to the Company, at the latest on the second work day after the completion of the acquisition or transfer concerned, without prejudice to the special legal provisions regarding securities acquired by succession.
www.immobel.be
Publication of annual accounts 2016: 23 March 2017 Ordinary General Meeting 2016: 24 May 2017 Publication of 2016 half-year results: 1 September 2017 Publication of 2017 annual accounts: March 2018 Ordinary General Meeting 2018: 24 May 2018
Valéry Autin - Tel.: +32 (0)2 422 53 61
Olivia Vastapane - Tel.: +32 (0)2 422 53 30
Toner de Presse
CHR!S - Communication Agency
© J-M Byl © Laetitia Paillé
IMMOBEL does its utmost to respect the legal prescriptions related to copy-rights. It kindly invites any person whose rights may have been infringed to contact the Company.
This report is available in English, in Dutch and in French. Dit verslag is beschikbaar in het Nederlands, in het Frans en in het Engels. Ce rapport est disponible en français, en néerlandais et en anglais.
The original text of this report is in French. De oorspronkelijke tekst van dit verslag is in het Frans. Le texte original de ce rapport est en français.
IMMOBEL SA / NV – Rue de la Régence 58 Regentschapsstraat – B-1000 Bruxelles / Brussel – www.immobel.be
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