Annual Report • Apr 20, 2018
Annual Report
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ANNUAL REPORT 2017
O'SEA – OSTEND
A GROUP ORIENTED TOWARDS GROWTH, PROFITABILITY AND THE HUMAN ASPECT
IMMOBEL IS THE LARGEST LISTED BELGIAN PROPERTY DEVELOPER.
EVER SINCE IT WAS FOUNDED 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 SECTORS AND HAS SUCCESSFULLY EXPANDED INTERNATIONALLY TO THE GRAND DUCHY OF LUXEMBOURG, POLAND AND MORE RECENTLY IN FRANCE.
ITS PORTFOLIO NOW TOTALS MORE THAN 800,000 M² (EXCLUDING FRANCE) UNDER DEVELOPMENT AND THE GROUP HAS A MARKET CAPITALISATION OF MORE THAN 500 MEUR, ESTABLISHING ITS POSITION AS A MARKET LEADER.
2017 HAS BEEN A YEAR WHERE WE CONTINUED SOWING IN ORDER TO HARVEST IN THE COMING YEARS.
MARNIX GALLE, EXECUTIVE CHAIRMAN
Dear reader,
IMMOBEL accelerated and exceeded in 2016 its five-year business plan and had a better year than expected. 2017 became thus the transition year with less profit where we continued sowing in order to harvest in the coming years. This is exactly what is happening. Our net income for 2017 stands at EUR 11 million not a grand cru year indeed. However, the current business plan is on schedule and the reorganization of IMMOBEL will enable it to become a successful pan-European player.
We have been thinking and executing, adjusting our strategy to the everchanging real estate horizon, upgrading our teams, designing, developing and building our projects and extending our geographic and sectorial reach.
Belgium is doing well and several projects have started up and enjoy excellent sales: O'Sea, Ernest (Solvay) phase II, Universalis Park, Parc Seny, Greenhill Park, Royal Louise and Lake Front (Knokke-Heist).
RAC 4 and the last phases of Universalis Park prove to be a bit of a permitting nightmare with continuous resets after in both cases already ten years of design
"WE HAVE BEEN THINKING AND EXECUTING, ADJUSTING OUR STRATEGY TO THE EVER-CHANGING REAL ESTATE HORIZON, UPGRADING OUR TEAMS,... "
and permitting history. We do hope to clear this out in 2018-2019. We are in full design phase for our 40,000 m² Brussels Sablon and our 50,000 m² Place de Brouckère projects. The construction of the new Allianz headquarters in Möbius I is in full execution.
We are continuously fine tuning our Belgian team. Additional management control systems and other support tools have been put in place. The close relationships between our various departments allow the efficient execution of projects. A matrix structure has been put in place so that the Group's highly qualified talents can add know how and value throughout our international markets when needed.
We have developed a new activity within our Landbanking department and created a team to develop residential units on our existing landbanking sites. Landbanking has done well this year and profits should increase in the coming years thanks to this additional business model.
The Polish team has been completely reshuffled, a new CEO has joined and additional competencies have been recruited to further bring our organization to our international standards. Our Warsaw office project Cedet is nearing completion and currently 74 % has been leased to high quality tenants. We expect a sale in 2018. We won the lawsuit that impeded the
development of our other Warsaw project Central Point (formerly known as CBD One) and the start of the construction is foreseen in the coming months. Our Gdansk Granary Island project has, as Cedet, not been a smooth technical ride, but it is going forward and sales are excellent. We remain cautious on Poland.
Luxembourg is enjoying the development of INFINITY where 80 % of apartments have been sold. The office building and retail area have been leased and pre-sold. Our 26,000 m² mainly residential development Polvermillen in Luxembourg City is a year behind schedule but sales prices keep rising. All other projects are doing well, are on target, and we remain keen on Luxembourg.
Following a strategic assessment, we have found a 4th market and it is Paris where we are in process to acquire, in three stages, NAFILYAN & PARTNERS, a leader in the French residential market. We plan to expand our Paris platform over the coming years into several asset classes and it could very well become our largest market.
A TRANSITION YEAR
"WE ARE AMBITIOUS YET CAUTIOUS, AWARE OF THE FACT THAT WE CARRY THE HEAVY FIDUCIARY RESPONSIBILITY OF A 150-YEAR YOUNG JEWEL."
Our purchases were below our business plan in 2017. We are happy with the Brussel ING site (in partnership) but we did not hit our 100,000 m² acquisition goal across geographies. The French purchase does mitigate this disappointment.
We successfully placed a more than doubly oversubscribed EUR 100 million bond with a five-year duration at 3 % interest, confirming the markets confidence in our company. This bond will replace repaid bonds and further provides the required capacity to realize our ambitious business plan. IMMOBEL could again consult the financial markets in the coming years, in order to expand its financial capacity.
Asset prices are ever increasing which is great for our stock but worrisome for every new purchase. We are adjusting our products to rapidly changing user demand. We seek out the last uncrowded asset classes in Europe. And we are studying an update of our business model to decrease its risk level and assure long term steady income. Risk is less and less rewarded but it has not gone away, to the contrary.
We are ambitious yet cautious, aware of the fact that we carry the heavy fiduciary responsibility of a 150-year young jewel. The world is evolving faster than ever. We have to adjust to an ever-changing Darwinian environment. Count on us to devote our intense professional lives to continue to navigate your fantastic company through the next phases.
The Board of Directors has confirmed its intention to propose a recurring and increasing dividend to Shareholders. The outlook confirms this possibility.
The Board will propose to the General Meeting to grant for financial year 2017 a gross dividend of EUR 2.2 to the Shareholders, an amount that is expected to increase every year, subject to the absence of any currently unforeseen exceptional events.
Kind regards,
Marnix Galle Executive Chairman
ALEXANDER HODAC, CEO
DETERMINED TO GROW THE IMMOBEL GROUP SUSTAINABLY, ALEXANDER HODAC HAS DEVOTED HIMSELF, SINCE HIS ARRIVAL, TO CREATING A SOLID FOUNDATION AND STRONG CORPORATE AND FINANCIAL PILLARS FOR THIS LISTED COMPANY, TO ALLOW FOR AN EXPANSION OF ACTIVITIES.
" Since I took up my job as CEO in December 2015, the Group has gone through a number of phases. Even though IMMOBEL has existed for over 150 years, its merger with ALLFIN has propelled it to another level, in a market that is more demanding and competitive than ever, with huge stakes.
While 2016 was a transition year, a year of revelation even, 2017 showed the first signs of expansion.
But it is impossible to expand without reliable back-up. That is why, over the past months, my role has been first and foremost to check the quality of our internal structures and to consolidate our assets, to ensure they can support international expansion. This work seems to have borne fruit already, because we are expanding every day in Belgium, the Grand Duchy of Luxembourg and Poland and, from now on, in France as well. My objectives have not changed, and the vision I share with Marnix Galle, our Executive Chairman, remains ambitious. We want to turn IMMOBEL into a company with a sustainable portfolio and international reach. The initial results of the implementation of this strategy were evident in 2017 and we should see them confirmed in the years to come.
I would also like to emphasise, as a fervent advocate of human values, that these new construction sites in Belgium and abroad, could not have seen the light of day without the exceptional skills of our nearly 100 talented employees, guided everyday by a particularly dedicated Management Team. They are devoted professionals who put IMMOBEL's values at the centre of their work, so that knowhow, a passion for excellence, respect and a team spirit are omnipresent at every stage of development. These principles are already reflected in every one of our projects and they should help us to enlarge. "
The financial data before IFRS 11 correspond to the data used by the main decisionmakers to assess the company's performance by ensuring sufficient visibility on the main items of the balance sheet and income statement and a coherent presentation between the differenct activities, regardless the group interest percentage. These data are also used to calculate the main economic and financial ratios presented internally and externally. This internal view before IFRS 11 implies that all the results of the projects are accounted in the income statement for their share, except for those arising from associates.
| 2013 | 2014 | 2015 | 2016 | 2017 | |
|---|---|---|---|---|---|
| IMMOBEL SA INTERNAL VIEW | |||||
| Net result, Group's share | 1.5 | 20.0 | 0.7 | 52.5 | 11.0 |
| Equity, Group's share | 183.2 | 196.7 | 194.4 | 311.0 | 303.6 |
| Market capitalization (including own shares) |
148.4 | 177.5 | 174.2 | 530.0 | 551.8 |
| Market capitalization (excluded own shares) |
148.4 | 177.5 | 174.2 | 464.7 | 484.2 |
| 2013 | 2014 | 2015 | 2016 | 2017 | |
|---|---|---|---|---|---|
| IMMOBEL SA INTERNAL VIEW | |||||
| Number of shares at year-end (thousand) |
4,122 | 4,122 | 4,122 | 9,997 | 9,997 |
| Net result, Group's share | 0.4 | 4.9 | 0.2 | 5.2 | 1.1 |
| Value of equity | 44.4 | 47.7 | 47.2 | 31.1 | 30.4 |
| Gross ordinary dividend | 0.00 | 2.40 | 0.00 | 2.00 | 2.20 |
| Net ordinary dividend | 0.00 | 1.80 | 0.00 | 1.40 | 1.54 |
| 2013 | 2014 | 2015 | 2016 | 2017 | |
|---|---|---|---|---|---|
| IMMOBEL SA INTERNAL VIEW | |||||
| Stock price on 31 December (EUR) | 36.0 | 43.1 | 42.3 | 53.0 | 55.2 |
| Maximum quotation (EUR) | 37.4 | 44.5 | 52.7 | 53.8 | 59.7 |
| Minimum quotation (EUR) | 28.4 | 36.5 | 40.1 | 38.2 | 51.0 |
| Stock price / book value | 81.0 % | 90.3 % | 89.7 % | 170.4 % | 181.8 % |
| Gross return for 1 year1 | 32.0 % | 24.0 % | 0.0 % | 25.3 % | 9.8 % |
| Gross ordinary dividend / last stock price |
0.0 % | 5.6 % | 0.0 % | 3.8 % | 4.0 % |
| Net ordinary dividend / last stock price | 0.0 % | 4.2 % | 0.0 % | 2.6 % | 2.8 % |
OPERATING RESULT / NET RESULT (MEUR)
| 2013 | 2014 | 2015 | 2016 | 2017 | |
|---|---|---|---|---|---|
| IMMOBEL SA INTERNAL VIEW | |||||
| Operating income | 65.1 | 183.1 | 103.6 | 346.1 | 226.7 |
| Operating expenses | -54.5 | -151.8 | -93.2 | -273.4 | -198.9 |
| Operating result | 10.6 | 31.2 | 10.5 | 72.7 | 27.8 |
| Financial result | -9.3 | -9.6 | -8.9 | -5.4 | -6.4 |
| Share in the results of associates | 0.2 | -0.2 | -0.3 | -2.0 | -0.3 |
| Result before taxes | 1.5 | 21.4 | 1.3 | 65.3 | 21.1 |
| Income taxes | 0.0 | -1.4 | -0.6 | -11.6 | -10.1 |
| Result for the year | 1.5 | 20.0 | 0.7 | 53.6 | 10.9 |
| Share of IMMOBEL | 1.5 | 20.0 | 0.7 | 52.5 | 11.0 |
OPERATING INCOME IN 2017
| ASSETS | 2013 | 2014 | 2015 | 2016 | 2017 |
|---|---|---|---|---|---|
| IMMOBEL SA INTERNAL VIEW | |||||
| Non-current assets | 6.5 | 5.0 | 4.6 | 18.5 | 15.8 |
| Intangible assets and goodwill | 0.1 | 0.2 | 0.2 | 0.1 | 0.4 |
| Tangible assets and investment property | 3.6 | 3.6 | 3.6 | 3.8 | 4.0 |
| Financial assets | 1.1 | 0.8 | 0.4 | 3.7 | 1.3 |
| Other | 1.7 | 0.5 | 0.5 | 10.9 | 10.1 |
| Current assets | 520.4 | 492.2 | 506.9 | 767.9 | 855.2 |
| Inventories | 464.7 | 423.5 | 456.8 | 584.0 | 606.6 |
| Cash | 31.4 | 32.0 | 24.5 | 128.9 | 169.3 |
| Other | 24.4 | 36.7 | 25.6 | 55.1 | 79.3 |
| TOTAL ASSETS | 527.0 | 497.2 | 511.6 | 786.4 | 871.0 |
| EQUITY AND LIABILITIES | 2013 | 2014 | 2015 | 2016 | 2017 |
|---|---|---|---|---|---|
| IMMOBEL SA INTERNAL VIEW | |||||
| Equity | 183.2 | 196.7 | 194.4 | 314.9 | 303.6 |
| Non-current liabilities | 152.4 | 166.8 | 156.9 | 324.1 | 384.0 |
| Financial debts | 151.5 | 164.5 | 155.0 | 319.0 | 368.7 |
| Other | 0.9 | 2.3 | 1.8 | 5.1 | 15.3 |
| Current liabilities | 191.4 | 133.7 | 160.3 | 147.3 | 183.4 |
| Financial debts | 148.8 | 99.4 | 110.4 | 68.4 | 63.4 |
| Other | 42.7 | 34.3 | 49.9 | 79.0 | 120.0 |
| TOTAL EQUITY AND LIABILITIES | 527.0 | 497.2 | 511.6 | 786.4 | 871.0 |
607 MEUR PROJECTS IN PORTFOLIO
The Board of Directors has adopted a new dividend policy since 2016: a dividend that is expected to increase by up to 10 % every year, subject to the absence of any currently unforeseen exceptional events.
For the fiscal year 2017 the proposed gross dividend amounts to EUR 2.20 per share.
For reference, the following amounts were paid in previous years: EUR 2 in 2016, no dividend in 2015, EUR 2.40 for 2014, no dividend in 2013, EUR 1.40 in 2012, EUR 1.75 in 2011 and EUR 1.25 in 2010. In the period 2010-2017, the average gross yearly dividend amounted to EUR 1.37 gross per share.
In accordance with 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 |
|---|---|---|
| A³ CAPITAL nv + A³ MANAGEMENT bvba, all having its registered seat at 1000 Brussels, quai des Péniches 52 |
5,875,369 | 58.77 % |
| IMMOBEL SA, having its registered seat at 1000 Brussels 1000 Brussels, rue de la Régence 58 |
1,225,603 | 12.25 % |
| 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 | 24.86 % |
| TOTAL | 9,997,356 | 100 % |
55.20 EUR / SHARE SHARE PRICE AS AT 31/12/2017
| Publication of annual accounts 2017 | 13 March 2018 |
|---|---|
| Ordinary General Meeting 2018 | 24 May 2018 |
| Publication of 2017 half-year results | 30 August 2018 |
| Publication of 2018 annual accounts | 29 March 2019 |
| Ordinary General Meeting 2019 | 23 May 2019 |
A historic building right in the centre of Brussels, the former headquarters of the Caisse Générale d'Epargne et de Retraite (CGER) has undergone major renovation. The brainchild of IMMOBEL and the architects A2RC at Jaspers-Eyers, this 50,000 m² restoration project includes a hotel, offices, retail and student accommodation. It has revitalised this emblematic location long term.
After completion of the renovation of the Kons building, in the centre of Luxembourg City, IMMOBEL, BPI Luxembourg and BESIX RED transfer their shares in PEF KONS INVESTMENT SA, the owner of the building, to AXA IM - Real Assets. The transaction brings new life to the area and allows ING Luxembourg to take possession of this 14,600 m² new urban complex.
The Group launches a private placement of bonds due in 2022, with an annual coupon of 3 %, and raises the top of the target range in one day. This successful transaction confirms the Group's strategy of growth and asset optimisation to the benefit of all its shareholders.
With the start of work on public amenities and access roads, an extremely well-situated new neighbourhood is emerging from the ground in the south of Wavre. The project, developed in collaboration with residents, consists of fifty residential units divided between two apartment buildings and forty one-family homes.
The construction of this pioneering urban complex officially began when the first stone was laid in the presence of Prime Minister Xavier Bettel and the Mayor of Luxembourg City, Lydie Polfer. Delivery of this magnificent 33,300 m² project, which will give a new élan to the Kirchberg plateau, is planned for late 2019/early 2020.
The inauguration of this real green lung on the outskirts of Liege unveils a new residential neighbourhood comprising 150 housing units that meet all the current environmental standards. Situated along Line 38 of the Ravel, the Verger de Fayenbois offers a contemporary lifestyle in the midst of pleasant, wellthought out public spaces.
IMMOBEL announces the appointment of Jacek Wachowicz as CEO of IMMOBEL Poland. Educated at Warsaw University, he has had an active career in Poland and the United Kingdom, as a trader and then as a manager of major real estate investments. He has been a Member of the Board of IMMOBEL for 2 years already.
An annual sporting challenge reserved for real estate professionals, IMMORUN 2017 took place along the paths of Osseghem Park, at the foot of the Atomium. In collaboration with the King Baudouin Foundation, IMMOBEL sponsors this edition for the benefit of the MW Fund. It is a success. More than 1,300 participants, including 9 teams from IMMOBEL, line up for the start of the race.
Successfully combining performance and comfort, the new headquarters of Deloitte Belgium win renown at the European Property Awards in the category Best Office Architecture. This 35,000 m² building, developed by IMMOBEL and CODIC, enjoys a choice location at Brussels Airport, making it perfectly accessible from the airport, the station and other public transport.
The Group plans the 3-phase acquisition of French real estate promoter NAFILYAN & PARTNERS, a key residential actor in Île-de-France. Aimed at fostering strong synergies, this partnership confirms IMMOBEL's strategy of international diversification. It also strengthens the development of its portfolio in the European market.
IMMOBEL Poland signs a preleasing agreement with the Polish development fund PFR for 7,400 m² of offices for a period of 7 years. Thanks to this new contract, the preleasing rate has reached 74 %. The top-quality renovation of this historic building is also attracting attention from other companies. They are keen to take advantage of Cedet's strategic location, as well as the magnificent modern spaces that are tailored to meet the needs of professionals and retail.
11
OUR HIGHLIGHTS IN 2017
Adel Yahia joins IMMOBEL as Chief Operating Officer in charge of Development, Construction, Sales and Landbanking. Trained as a developer, the new COO of IMMOBEL gained his experience with major real estate groups (AG Real Estate, Matexi).
Following the sale and leaseback of the ING headquarters in Brussels (currently 60,000 m² above ground), the IMMOBEL and BESIX RED partnership succeed in convincing the Board of Directors of the banking institution with their bid to redevelop the building. The ambitious project is a huge challenge: to rethink an emblematic site, strategically situated in a green environment, offering a wealth of mobility solutions.
The transaction, which will become effective after completion of construction, allows the German asset manager and investor REAL I.S. AG to acquire the company piloting the exceptional INFINITY project in Luxembourg. This transfer, for the sum of 80 MEUR, demonstrates the success of this strategic project, which includes 6,800 m² of offices and a 6,500 m² shopping centre.
"AS SET OUT IN OUR FIVE-YEAR BUSINESS PLAN, 2017 WAS A YEAR OF TRANSITION AND INTERNATIONAL EXPANSION."
ALEXANDER HODAC, CEO IMMOBEL BELGIUM
RESIDENTIAL OFFICES MIXED-USE LANDBANKING
FOR MORE DETAILS, GO TO WWW.IMMOBEL.BE/EN/PROJECTS/ >
665,300 M2
3,500
OFFICES
410 HA
LANDBANKING
RESIDENTIAL UNITS
73,000 M2 TOTAL OF BELGIAN PORTFOLIO
UNIVERSALIS PARK
BRUSSELS Phase 1: 15,000 m² - 65 % sold.
The procedure of the environmental impact study is ongoing, whereby a different architecture is being examined. Architect Max Dudler joined the project team and a first proposal was presented. The environmental permit should be obtained by the end of 2018.
DOMAINE DES VALLÉES GREZ-DOICEAU
Phase 1: 90 % sold. Phase 2: 50 % sold. 169 units out of
Phase 1 (O'Sea Charme): ongoing - 50 % sold.
Phase 1: Residence for students and the elderly - 100 % sold and delivered in full.
Residential spaces: 99 % sold and delivered in full.
Phase 2: dwellings for sale (more than 50 % sold), retail, kindergartens and liberal professions on sale. Construction site ongoing. Hotel part - 100 % sold.
Parking "Keyenveld" - 53 % sold.
First phase of remediation finalized and approved. Optimization of the program. Regular meetings with the City of Nivelles. Validation of the schedule and the new masterplan with the City of Nivelles.
Dismantling finalised. Finalisation of the work contract. Definitive amending permit obtained in Q4 2017. Marketing started in June 2017 – 35 % sold.
Provisional acceptance of the first apartments in Q3 2017 – 83 % sold.
Construction started Q3 2017. 15 units out of 31 sold - 48 % sold.
Phase 1: delivered - 100 % sold. Phase 2: delivery planned in Q2/3 2018 - 95 % sold.
Obtention of a planning permission in Q4 2017. The offices were sold to an end user. Finalizing of agreements on the services residences, after which the sale can take place.
ROYAL LOUISE BRUSSELS Executable planning permission obtained in Q3 2017. Preparation of the commercialization.
KONINGSLAAN KNOKKE-HEIST
Submission of planning permission. Public investigation started in January 2018.
22 units out of 26 are sold – 85 % sold.
Start of commercialization in Q3 2017. Start of construction Q4 2017. 7 units out of 54 sold – 13 % sold.
Permits obtained in December 2017.
Tower I (fully occupied by Allianz): the definitive program has been developed.
Tower II: contacts with potential occupants have been made, without concrete discussions yet.
Sales agreement signed (no condition precedent).
Deed foreseen in March 2018. Leaseback by ING for 5 to 7 years starting in March 2018.
LEBEAU BRUSSELS
Program was determined.
BRUSSELS Program under way. Finalization of the choice of architects and the team for the project.
Inauguration of the project on the 24th of April 2017 in collaboration with the municipality of Liège. 23 signed deeds of sale.
Start of construction of the first 20 lots. Sale of the first 10 lots (notarial deeds). Application was introduced for planning permission for 53 new lots.
First year of sale with 5 lots sold. The remaining 6 lots are already under reservation at 31st December 2017.
WAREMME RUE DOCQUIER 12 signed deeds of sale.
17 signed deeds.
Option agreement with guaranteed annual income signed with a partner for a period of 5 years.
Sale of 2 ha to the realization of a retail park. Finalization of the permit file for the residential portion.
Start of infrastructure works.
Many signs of interest. Preparation of permits for houses and apartments to carry out the first project of 'Landbanking Development'.
LONGCHAMPS EGHEZÉE 10 signed deeds of sale.
"WE HAVE CREATED A TEAM TO DEVELOP RESIDENTIAL UNITS ON OUR EXISTING LANDBANKING SITES."
"IN 2017 WE WERE ABLE TO TAKE ADVANTAGE OF A PARTICULARLY DYNAMIC REAL ESTATE MARKET IN LUXEMBOURG, WITH THE LAUNCH OF TWO LARGE-SCALE PROJECTS, INFINITY AND POLVERMILLEN."
OLIVIER BASTIN, CEO IMMOBEL LUXEMBOURG
RESIDENTIAL OFFICES
FOR MORE DETAILS, GO TO WWW.IMMOBEL.LU/EN/PROJECTS/ >
LUXEMBOURG PORTFOLIO
OFFICES
655 14,000 M2 RESIDENTIAL UNITS
RETAIL
Phase 1: Submission of the planning permission application in early July 2017. 101 units out of 135 are reserved - 77 % reserved.
A long-term lease contract was concluded on the most important commercial surface.
Phase 2: Submission of the planning permission application in end of July 2017. Marketing started mid-October 2017. 22 units out of 42 are reserved - 19 % reserved.
The construction has started in February 2017. 36 units out of 48 are sold – 75 % sold. The most important commercial surface is sold.
OFFICES
Phase 1: Submission of the planning permission application in November 2017.
Currently rented until 2020. Program to be revised based on the new PAG (Plan d'Aménagement Général).
Start of construction in October 2017.
Earthworks achieved for the Working & Shopping part. 118 units out of 150 are reserved - 80 % reserved.
100 % of the commercial and office areas are already rented.
2 of the 3 conditions precedent were raised in December 2017 for the sale of the company Working & Shopping scheduled for end 2019. The construction of the building is the only condition precedents remaining before the transfer.
"THE PROJECTS UNDER DEVELOPMENT IN LUXEMBOURG ARE DOING WELL AND ARE ON TARGET."
"OUR NEW TEAM HAS SIGNED SOME PRE-LEASING AGREEMENTS WITH HIGH QUALITY TENANTS FOR CEDET AND WILL SOON START ON CENTRAL POINT, A VISIONARY PROJECT."
JACEK WACHOWICZ, CEO IMMOBEL POLAND
RESIDENTIAL OFFICES
20IMMOBEL • ANNUAL REPORT 2017
96,400 M2 TOTAL OF THE POLISH PORTFOLIO
839 RESIDENTIAL UNITS
18,000 M2 OFFICES
FOR MORE DETAILS, GO TO WWW.IMMOBELPOLAND.COM/PROJECTS >
OFFICES
Phase 1: Start of construction works of footbridge Q4 2017. Construction works of apartments, apart-hotels and hotel are ongoing. Hotel is presold to UBM. Apart hotel: 63 units out of 84 are sold. Retail units on ground floor: 9 units out of 10 are sold. Retail units on 1st/2nd floor: 15 units out of 32 are sold. Parking: 73 units out of 133 are sold.
Redesign of the underground part of the building and the lobby.
"ADDITIONAL COMPETENCIES HAVE BEEN RECRUITED TO FURTHER BRING OUR ORGANIZATION TO OUR INTERNATIONAL STANDARDS."
Under construction.
The pre-rental ratio reached nearly 74 %. The delivery of the building
will take place during the first half of 2018.
"WE ARE EXCITED ABOUT THIS PARTNERSHIP, WHICH WILL ALLOW IMMOBEL TO GET INTO ONE OF THE LARGEST MARKETS IN EUROPE! "
GUY NAFILYAN, CHAIRMAN OF NAFILYAN & PARTNERS
RESIDENTIAL
2,416 RESIDENTIAL UNITS
16 RETAIL UNITS
FOR MORE DETAILS, GO TO WWW.IMMOBELFRANCE.COM/EN >
23
Ongoing project to build 319 dwellings and retail units, broken down as follows: - 93 dwellings for first-time buyers (more than 62 % sold) - 226 social housing units for sale (more than 90 % sold)
Construction of a project comprising 208 dwellings, broken down as follows: - 8 buildings - 60 dwellings for first-time buyers (more than 86 % sold) - 148 social housing units
for sale (100 % sold).
End of marketing for the project comprising 134 dwellings, broken down as follows: - 3 lots in the ZAC des Meuniers (ZAC - zone d'aménagement concerté / joint development zone) - 80 apartments for firsttime buyers (100 % sold) - 54 social housing units for sale (6 detached houses and 48 multi-dwelling units) (100 % sold).
Acquisition of the land on 26/12/2017:
Construction of two residences containing 300 social rental units for students (100 % sold).
Project comprising 99 dwellings, broken down as follows:
VILLIERS-SUR-MARNE Construction of 92 dwellings for first-time buyers (more than 77 % sold) and one retail unit.
7 social housing units and one retail unit for sale.
"WE PLAN TO EXPAND OUR PARIS PLATFORM OVER THE COMING YEARS INTO SEVERAL ASSET CLASSES."
Building project broken down as follows:
TRANSPARENCE ASNIÈRES-SUR-SEINE 96 % sold and
fully delivered.
IMMOBEL develops large-scale projects that have a direct impact on the areas concerned and their inhabitants. Conscious, therefore, of its role in regional planning and urban development, the company makes sustainable development a priority.
IMMOBEL chooses to strategically locate its projects in town centres, for example, so as to encourage maximum 'soft mobility'. Likewise, it designs innovative housing concepts (mixed urban housing, communal housing and transgenerational housing) that include green areas and facilities such as shared workspaces, nurseries, retirement homes and hotels, which are also compliant with – or even anticipate – the most demanding energy standards. Furthermore, the company promotes buildings with excellent energy performance, green roofs, optimal acoustic and thermal insulation, solar panels and much, much more. As an urban player, IMMOBEL has a social responsibility to ensure maximum well-being for its residents.
IMMOBEL has therefore established a Fund for philanthropic purposes. This Fund is intended to provide financial support for constructive initiatives originating from Belgian professional organisations and to insure a leveraging effect on innovative solutions in the three sectors in which IMMOBEL will give its support: social inclusion, health and culture.
WWW.PROMETHEA.BE/CAIUS2018
In collaboration with the King Baudouin Foundation, IMMOBEL will support the creation of more inclusive cities. To do this, the Fund will give financial support to positive initiatives by professional associations located in Brussels, which help youngsters (6-18 years old) from disadvantaged areas to discover their talents, to regain self-confidence and to integrate socially, so that they may become socially responsible citizens.
IMMOBEL will support medical research.
IMMOBEL will support Associations that work to disseminate, protect and promote all the arts, as well as heritage conservation. IMMOBEL structurally supports La Monnaie opera house and the Queen Elisabeth Music Chapel. It also supports artists on a one-off basis.The Group won the Caïus Award 2018 as Mecene Company of the Year for its support for the artist Denis Meyers, whom it gave the opportunity to use the Ernest Building (formerly the Solvay Building) for his monumental work 'Remember/ Souvenir'.
Ladies and Gentlemen,
We have great pleasure in presenting our report on the activities of the IMMOBEL Group during 2017.
The IMMOBEL Group published its annual results on 31st December 2017. The consolidated net income stood at EUR 11 million, which confirms that the year 2017, as previously announced, was a year of transition.
The year 2017 was marked by the sale of a number of new residential projects such as: Ernest the Park (198 units), Greenhill Park (31 untis), O'Sea (171 units), Parc Seny (120 units), Universalis Park (161 units) in Belgium, INFINITY (150 units) in the Grand-Duchy of Luxembourg and Granary Island (120 units) in Poland.
Residential activities have contributed to the annual results, notably thanks to the Lake Font projects (12,000 m² in Knokke-Heist), Riverview (11,000 m² in Nieuwpoort), O'Sea (88,500 m² in Ostend) and the sale of the Chien Vert project (5,000 m² in Woluwe-Saint-Pierre).
The landbanking activities have also made a significant contribution to the results with 222 plots and units sold, representing a total turnover of EUR 22.2 million.
We detail the activities for the year 2017 below.
The turnover for the past financial year came to EUR 145 million (before IFRS 11: EUR 222.17 million) compared to EUR 262.18 million (before IFRS 11: EUR 307.39 million) in 2016.
The bookvalue of the Landbanking inventory amounts to EUR 89.6 million.
After the major acquisition in 2016 (40 hectares of land acquired from the Bostoen family construction group) the acquisitions in 2017 mainly concern land for the extension of the existing site. After obtaining the permit, the Raeren Lichtenbusch project (31 units) was acquired at the end of the year and the infrastructure works begin in the spring. Infrastructure works have been started at Wavre 5 Sapins, Evergem, Petit-Rechain.
In terms of sales 2017 can be considered an excellent year with 222 building plots sold, including in the landbankings at Grivegnée ("Le Verger de Fayenbois" inaugurated on April 24, 2017), Middelkerke, Waremme, Petit-Rechain, Soignies, Lontzen, De Pinte, Bredene, Geel, Eghezée. In addition, IMMOBEL sold alone or in partnership more than 71 houses and apartments in the following projects: Clos Bourgeois in Brussels, Brasseries in Eupen, Grands Prés and Trois Ruisseaux in Chastre, George Grard in Oostduinkerke and Domaine des Vallées in Grez-Doiceau.
In December 2017, IMMOBEL signed in partnership with BESIX RED a compromise on the purchase of ING headquarters, Cours Saint-Michel in Etterbeek.
This site is strategically located in the urban center of the European capital in a green setting with multiple mobility solutions.
The sale procedure with a temporary lease (sale & leaseback) by ING will be finalised in the first quarter of 2018.
On 1st December 2017 IMMOBEL announced its intention to acquire the French real estate group NAFILYAN & PARTNERS in three stages and thus confirms its strategy of international diversification.
The acquisition is planned in three stages: the first stage took place in December 2017, via a capital increase of NAFILYAN & PARTNERS at the end of which IMMOBEL holds 15 % of the company. Subsequently, cross-options will allow IMMOBEL to proceed with the acquisition of an additional 36 % of the French group in 2019 and then, in 2020 the balance of the shares (49 %) and other securities of the capital of NAFILYAN & PARTNERS. The valuation of the shares is based on the multiple method on EBIDTA performed at yearend; in any case it will not exceed EUR 130 million. IMMOBEL confirms its wish to rely on the current NAFILYAN & PARTNERS management team, including Guy Nafilyan who retains his position as President of the company
NAFILYAN & PARTNERS is a real estate development company founded in 2014 by two professionals in the sector, Guy Nafilyan, former CEO of Kaufman & Broad, and Bruce Karatz, former Chairman & CEO of the American Group, KB Home, both major actors in the residential market in France. The company has 54 employees and has become a reference in the development of apartments, grouped single-family houses and managed housing residences.
NAFILYAN & PARTNERS, like IMMOBEL, differentiates itself by the effectiveness and performance of its sales teams. With more than 30 real estate operations being marketed - an average of a hundred houses per site and 3,500 homes in the property portfolio, the sales team of the French developer has already secured more than 50 % of the marketing programs open for sale and reservations of accommodation of the order of EUR 180 million in 2017.
****
CONSOLIDATED TURNOVER PER SECTOR AND PER COUNTRY (MEUR)
| BE FORE IFRS 11 | AFTER IFRS 11 | |||||||
|---|---|---|---|---|---|---|---|---|
| Belgium | Grand-Duchy of Luxemburg |
Poland | Tota l | Belgium | Grand-Duchy of Luxemburg |
Poland | Tota l | |
| Offices | 65,00 | 0,00 | 0,00 | 65,00 | 5,10 | 0,00 | 0,00 | 5,10 |
| Residential | 110,50 | 24,50 | 0,00 | 135,00 | 94,60 | 23,10 | 0,00 | 117 ,70 |
| Landbanking | 22,20 | 0,00 | 0,00 | 22,20 | 22,20 | 0,00 | 0,00 | 22,20 |
| Tota l | 197 ,70 | 24,50 | 0,00 | 222,20 | 121,90 | 23,10 | 0,00 | 145,00 |
| BE FORE IFRS 11 | AFTER IFRS 11 | |||||||
|---|---|---|---|---|---|---|---|---|
| Belgium | Grand-Duchy of Luxemburg |
Poland | Tota l | Belgium | Grand-Duchy of Luxemburg |
Poland | Tota l | |
| Offices | 46,30 | 33,70 | 84,40 | 164,40 | 46,20 | 33,70 | 73,40 | 153,30 |
| Residential | 255,00 | 81,30 | 16,30 | 352,60 | 197,10 | 62,20 | 16,30 | 275,60 |
| Landbanking | 89,60 | 89,60 | 89,60 | 89,60 | ||||
| Tota l | 390,90 | 115,00 | 100,70 | 606,60 | 332,90 | 95,90 | 89,70 | 518,50 |
| NOTE S | 31/12/2017 | 31/12/2016 | |
|---|---|---|---|
| OPERATING INCOME | 148 999 | 298 634 | |
| Turnover | 2 | 145 000 | 262 174 |
| Other operating income | 3 | 3 999 | 36 460 |
| OPERATING EXPENSE S | -127 082 | -238 657 | |
| Cost of sales | 4 | -106 711 | -220 132 |
| Cost of commercialisation | 5 | -2 177 | |
| Administration costs | 6 | -18 194 | -18 525 |
| JOINT VENTURE S AND ASSOCIATE S | 3 379 | 7 7 19 | |
| Gain (loss) on disposal of joint ventures and associates | 7 | 4 368 | 8 249 |
| Share in the net result of joint ventures and associates | 7 | - 989 | - 530 |
| OPERATING RE SULT | 25 296 | 67 696 | |
| Interest income | 2 199 | 1 951 | |
| Interest expenses | -4 178 | -4 793 | |
| Other financial income | 1 152 | 1 507 | |
| Other financial expenses | -3 941 | -2 539 | |
| FINANCIAL RE SULT | 8 | -4 768 | -3 874 |
| RE SULT FROM CONTINUING OPERATIONS BE FORE TAXE S | 20 529 | 63 822 | |
| Income taxes | 9 | -9 596 | -10 183 |
| RE SULT FROM CONTINUING OPERATIONS | 10 933 | 53 639 | |
| RE SULT OF THE YEAR | 10 933 | 53 639 | |
| share of non-controlling interests | - 102 | 1 165 | |
| SHARE OF IMMOBE L | 11 035 | 52 474 | |
| RE SULT OF THE YEAR | 10 933 | 53 639 | |
| Other comprehensive income - items subject to subsequent recycling in the income sta tement |
27 | ||
| Currency translation | 27 | ||
| Other comprehensive income - items tha t a re not subject to subsequent recycling in the income sta tement |
- 560 | 158 | |
| Actuarial gains and losses (-) on defined benefit pension plans | 21 | - 560 | 158 |
| Deferred taxes | |||
| TOTAL OTHER COMPREHENSIVE INCOME | - 560 | 185 | |
| COMPREHENSIVE INCOME OF THE YEAR | 10 373 | 53 824 | |
| share of non-controlling interests | - 102 | 1 165 | |
| SHARE OF IMMOBE L | 10 475 | 52 659 | |
| NE T RE SULT PER SHARE (€) (DILUTED AND BASIC) | 10 | 1,26 | 5,99 |
| COMPREHENSIVE INCOME PER SHARE (€) (DILUTED AND BASIC) | 10 | 1,18 | 6,01 |
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION (IN THOUSANDS €) | |||
|---|---|---|---|
| ASSE TS | NOTE S | 31/12/2017 | 31/12/2016 |
| NON-CURRENT ASSE TS | 68 097 | 88 346 | |
| Intangible assets | 11 | 405 | 142 |
| Property, plant and equipment | 12 | 1 034 | 898 |
| Investment property | 13 | 2 960 | 2 874 |
| Investments in joint ventures and associates | 14 | 52 650 | 70 215 |
| Other non-current financial assets | 1 259 | 3 730 | |
| Deferred tax assets | 15 | 4 167 | 7 042 |
| Other non-current assets | 5 623 | 3 445 | |
| CURRENT ASSE TS | 732 145 | 627 886 | |
| Inventories | 16 | 518 514 | 443 115 |
| Trade receivables | 17 | 11 694 | 12 112 |
| Tax receivables | 165 | 837 | |
| Other current assets | 18 | 36 063 | 32 471 |
| Advances to joint ventures and associates | 17 016 | 17 641 | |
| Other current financial assets | 768 | 1 072 | |
| Cash and cash equivalents | 19 | 147 926 | 120 638 |
| TOTAL ASSE TS | 800 242 | 7 16 232 |
| EQUITY AND LIABILITIE S | NOTE S | 31/12/2017 | 31/12/2016 |
|---|---|---|---|
| TOTAL EQUITY | 20 | 303 578 | 314 949 |
| EQUITY SHARE OF IMMOBEL | 303 561 | 311 032 | |
| Share capital | 97 256 | 97 189 | |
| Retained earnings | 206 224 | 213 248 | |
| Reserves | 82 | 595 | |
| NON-CONTROLLING INTERESTS | 17 | 3 917 | |
| NON-CURRENT LIABILITIE S | 338 838 | 286 685 | |
| Employee benefit obligations | 21 | 672 | 102 |
| Deferred tax liabilities | 6 507 | 2 803 | |
| Financial debts | 19 | 330 090 | 281 578 |
| Derivative financial instruments | 19 | 1 568 | 1 699 |
| Trade payables | 23 | 503 | |
| CURRENT LIABILITIE S | 157 826 | 114 598 | |
| Provisions | 22 | 1 355 | 1 780 |
| Financial debts | 19 | 63 340 | 40 532 |
| Derivative financial instruments | 19 | 90 | |
| Trade payables | 23 | 41 493 | 33 763 |
| Tax payables | 6 211 | 11 934 | |
| Other current liabilities | 24 | 45 428 | 26 499 |
| TOTAL EQUITY AND LIABILITIE S | 800 242 | 7 16 232 |
The operating profit amounts to EUR -2.7 million for the past financial year, the overheads being only partially absorbed by the sales in the Landbanking activity and residential projects (Parc Saint-Anne, Oostduinkerke, Gastuche).
The financial result amounts to EUR 21.6 million. It is mainly composed of the capital gains on the sale of 100 % of the shares of Chien Vert and 50 % of the shares of VILPRO SA on the one hand and interest charges on group financing (bonds and corporate lines) on the other hand, partially sett-off by the interest from loans to the various subsidiaries.
IMMOBEL's financial year ended with a net profit of EUR 19.4 million.
The total Balance Sheet amounts to EUR 606.7 million and is mainly composed of financial investments in subsidiaries and claims on these subsidiaries (EUR 351.8 million), the project stock directly held by IMMOBEL SA (EUR 69 million), own shares (EUR 54.8 million) and cash (EUR 94.2 million).
The equity amounts to EUR 326,9 million as of 31 December 2017. The liabilities are mainly composed of long term debts (EUR 189.7 million) and short term debts (EUR 83.3 million).
The profit to be allocated, taking into account the amount carried forward from the previous year amounts to EUR 122.5 million.
Given the dividend policy approved by the Board of Directors and the results as of 31 December 2017, the Board of Directors proposes to the General Meeting of Shareholders of 24th May 2018 to distribute a gross dividend of 2.2 EUR per share in circulation for the year 2017, an amount that should increase every 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 in Belgium, Luxembourg, Poland and France.
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 years and the 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.
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.
IMMOBEL may lose key management and personnel or fail to attract and retain skilled personnel.
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.
IMMOBEL is subject to the risk of litigation, including potential warranty claims relating to the lease, development or sale of real estate.
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 first-rate Belgian banking partners with which it has maintained longstanding good relations and mutual trust.
IMMOBEL is exposed to risk linked to the interest rate which could materially impact its financial results.
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.
IMMOBEL is exposed to a currency exchange risk which could materially impact its results and financial position.
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 EUR, by having purchase, lease and sales contracts drawn up for the most part in EUR.
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.
Changes in direct or indirect taxation rules could impact the financial position of IMMOBEL.
IMMOBEL is active in Belgium, Luxemburg, Poland and France. Changes in direct or indirect fiscal legislation in any of these could impact IMMOBEL's financial position.
IMMOBEL is exposed to the risk associated with the preparation of financial information.
The preparation of financial information in terms of the adequacy of the systems, the reporting and compilation of financial information, taking into account changes in scope or changes in accounting standards is a major challenge for IMMOBEL, the more so given the complexity of the Group and the number of its subsidiaries (nearly a hundred). Please also note in this risk the complexity of the IMMOBEL Group is active in Belgium, Luxembourg, France and Poland. Competent teams in charge of producing it and suitable tools and systems must be able to prevent this financial information from not being produced on time or presenting deficiencies with regard to the required quality.
There were no events after the balance sheet date that had a significant impact on the company's accounts.
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 EUR 1.1 million at 31st December 2017.
Mrs Karin KOKS - van der SLUIJS and Mr Pierre NOTHOMB1 , appointed to the positions of Directors on November 17th, 2016 and September 25th, 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.
1 In his capacity of permanent representative of ARFIN sprl.
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 not applied the conflict of interest procedure and that the "Corporate Opportunities" procedure has been applied to a recovery and more specifically in August 2017.
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);
During the General Shareholders Meeting that will take place on 24th May 2018, you will have to vote on the renewal of the mandate of the companies A³ MANAGEMENT sprl2 , and A.V.O.-MANAGEMENT civil company having taken the form of a sprl3 ; for a duration of 4 years expiring at the General Shareholders Meeting that will be hold in 2022.
Moreover, we remind you that the mandate of Mr Jacek WACHOWICZ as Director has come to an end on August 31st, 2017. The Board of Directors warmly thanks him.
You are also reminded that the functions exercised by Mr Karim ZOUAOUI* and Mr Nicolas BILLEN as Members of the Executive Committee of IMMOBEL reached an end during the second half of 2017. The Board of Directors thanks them.
On the Board of Directors of December 6th, 2017, Mr. Adel YAHIA* was asked to join as Member of the Executive Committee, which is composed as follows since January 1st, 2018:
* * *
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 13th March 2018.
AHO CONSULTING bvba represented by Alexander Hodac Managing Director
A³ MANAGEMENT bvba represented by Marnix Galle Chairman of the Board
* acting for a company.
2 represented by its permanent representative, Mr Marnix GALLE.
3 represented by its permanent representative, Mrs Annick VAN OVERSTRAETEN.
IMMOBEL adheres to the principles of corporate governance contained in the Belgian Corporate Governance Code published on March 12th, 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.immobelgroup.com.
In terms of diversity policy, IMMOBEL's Board of Directors wishes to point out that it meets the criteria that at least one-third of the Members are of different sexes: indeed, currently there is gender equality. More information on diversity is included under: III. Regulations and Procedures (see below).
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 address | Directorships in other listed companies |
|---|---|---|---|---|
| Marnix GALLE1 Executive Chairman |
25/09/2014 | AGM 2018 | Regentschapsstraat 58, 1000 Brussel |
None |
| Alexander HODAC2 Managing Director |
01/12/2015 | AGM 2019 | Regentschapsstraat 58, 1000 Brussel |
None |
| Astrid DE LATHAUWER3 (Independant) Director |
26/08/2015 | AGM 2020 | c/o Ontex BVBA – Aalst Office Korte Keppestraat 21, 9320 Erembodegem |
Etablissements Fr. Colruyt – Etablissementen Fr. Coruyt NV, listed on Euronext Brussels |
| Karin KOKS - van der SLUIJS (Independant) Director |
17/11/2016 | AGM 2020 | 't Breede Weer 10, 2265 EH Leidschendam (Nederland) |
NSI N.V., listed on Euronext Amsterdam |
| Sophie LAMBRIGHS4 Director |
25/09/2014 | AGM 2021 | c/o Home Invest Belgium SA, Woluwelaan 60, 1200 Brussel |
Home Invest Belgium SA, listed on Euronext Brussels |
| Pierre NOTHOMB5 (Independant) Director |
25/09/2015 | AGM 2019 | c/o Deminor SA/NV Joseph Stevensstraat 7, 1000 Brussel |
None |
1 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.
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.
| Annick VAN OVERSTRAETEN6 (Independant) Director |
28/09/2016 | AGM 2018 | c/o Lunch Garden SA/NV Olympiadenlaan 2, 1140 Brussel |
None |
|---|---|---|---|---|
| Piet VERCRUYSSE Director |
25/09/2014 | AGM 2020 | Rue Clément Delpierre 67, 1310 La Hulpe |
None |
The curriculum vitae of each Director in function (or of its permanent representative) can be summarized as follows:
Marnix GALLE, 54, 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.
Alexander HODAC, 37, 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.
Astrid DE LATHAUWER, 54, 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, 49, has a Master Degree in Business Economics and a Bachelor degree in Commercial Economics and is a CFA Charterholder. During her 26-year career in the property industry, of which 17 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 Nordic Capital 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, 46, 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. 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.
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..
Petercam Securities.
Pierre NOTHOMB, 55, obtained a Master's degree in applied economics (UCL Louvain-la-Neuve). He joined Deminor at its launch more than 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
Annick VAN OVERSTRAETEN, 52, 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 VERCRUYSSE, 68, 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 four non-listed holding companies.
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 August and the annual accounts in March, as well as the budgets in December. In 2017, the Board met on six occasions.
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 7th, 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 SLUIJS, and Piet VERCRUYSSE, Members.
In 2017, the Audit & Finance Committee met five times, at the request of its Chairman.
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 OVERSTRAETEN, and Piet VERCRUYSSE, Members.
In 2017 the Remuneration Committee met three times, at the request of its Chairwoman.
The task of the Nomination Committee 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 GALLE, Chairman, Astrid DE LATHAUWER, and Annick VAN OVERSTRAETEN, Members.
In 2017 the Nomination Committee met four times, at the request of its Chairman.
The Investment Committee is in charge of:
The Board of Directors convenes in principle four times a year which does not allow investment decisions-making 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 SLUIJS, Sophie LAMBRIGHS, Jacek WACHOWICZ7 and Piet VERCRUYSSE8 , Members.
In 2017 the Investment Committee met seven times, at the request of its Chairman.
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:
7 Member until August 31st, 2017.
8 Member since December 6th, 2017.
The "curriculum vitae" of the Members of the Executive Committee in function (except for Marnix GALLE and Alexander HODAC, already listed above) can be summarized as follows:
Valéry AUTIN, 40, before joining IMMOBEL in February 2016, he worked for the real estate investor Teychené Finance, in charge of research, purchasing and financing 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 early 2008 he returned to Deloitte (after an interlude at CFE, as Chief Financial 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.
Hilde DE VALCK, 54, 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, 54, 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).
Adel YAHIA, 39, joined IMMOBEL in December 2017 as Chief Operating Officer in charge of Development, Construction, Sales and Landbanking. He worked for AG Real Estate since 2015 as Head of the Residential department and was also Co-Head of Development. Between 2010 and 2015 he worked for Matexi as Head of different business units. He began his career in 2004 as a real estate developer and also worked in real estate investment banking. He completed his law degree at KU Leuven and his Master degree in General Management (PUB) at Vlerick Management School. He obtained a Master in Real Estate (Postgraduaat Vastgoedkunde) at the KU Leuven in 2006 and graduated in 2014 from the Executive Program in Real Estate at the Solvay Business School
(ULB). He lectures at the KU Leuven since 2010 and at the Solvay Business School since 2015.
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-today 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:
COMPOSITION (as per January 1st, 2018): Alexander HODAC10, CEO IMMOBEL, Chairman, Marnix GALLE11, Executive Chairman, Valéry AUTIN12, Head of Finance, Olivier BASTIN, CEO IMMOBEL Luxembourg, Hilde DE VALCK13, Head of Project Structuring & Financing, Sophie GRULOIS14, Head of Legal Services, Sandrine JACOBS15, Head of Marketing and Communication, Joëlle MICHA16, Head of Corporate Affairs, Rudi op 't ROODT17, Head of Technical Department, Jacek WACHOWICZ, CEO IMMOBEL Poland, Olivier XHONNEUX18, Head of Landbanking, and Adel YAHIA19, Chief Operating Officer.
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, 47, 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 GRULOIS, 42, 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.
10 Permanent representative of the company AHO Consulting sprl.
11 Permanent representative of the company A³ Management sprl.
12 Permanent representative of the company Val U Invest sprl.
13 Permanent representative of the company DV Consulting, H. De Valck SCS.
14 Permanent representative of the company SG Management sprl.
15 Permanent representative of the company Happybizz sprl.
16 Permanent representative of the company JOMI sprl.
17 Permanent representative of the company 2Build Consultancy sprl.
18 Permanent representative of the company Avimore sprl.
19 Permanent representative of the company Adel Yahia Consult sprl.
Sandrine JACOBS, 43, joined IMMOBEL further to the merger with ALLFIN in June 2016, where she was in charge of Marketing and Communications department since January 2015. In 2007 she integrated the real estate sector by joining the stock listed developer Atenor Group, which then began its large-scale projects and created for them its Marketing & Communications department, Corporate and projects identity. After obtaining her degree in Economic, Political and Social sciences at UCL (1997), she began her career in the field of advertising, managing for 10 years of major accounts within Publicis and DDB agencies.
Joëlle MICHA, 48, joined the Group in 2000 as Company Secretary of the real estate investment trust Cibix. Then, since 2007, Head of Corporate Affairs and Compliance Officer 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.
Jacek WACHOWICZ, 51, joined IMMOBEL in September 2017 as CEO of the Polish subsidiary. After studying at University of Warsaw, he started his career at Raiffeisen Bank in Warsaw. Afterwards he joined Cargill in Cobham (UK). In 2007, after working five years at Heitman in London and Warsaw, 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. Formerly he served also as Consultant to Warimpex (2009-2010) as well as Chief Investment Officer and Member of the Management Board of GTC (2010-2017), two Warsaw stock listed developers. From February 2016 until the end of August 2017, he also was a Board Member of IMMOBEL.
Olivier XHONNEUX, 46, 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 "COSO20" model of internal control.
The COSO methodology is organized around five elements:
the internal control environment
risk analysis
control activities
20 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, in Poland, and, since the acquisition of a stake in the French property group NAFILYAN & PARTNERS, also in France. Its portfolio now totals more than 800,000 m² (except France) 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.
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.
Since the beginning of October 2017, the accounting services are organised in-house; which were formerly, partially outsourced to a firm specialised in financial services. The finance department of IMMOBEL is 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.
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 2017 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 2018 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.
Furthermore, the Board of Directors has also applied the Corporate Opportunities-procedure once, and more especially in August 2017.
Application of the rules cited above has not given rise to any difficulty.
By virtue of the new provisions of aforementioned Law, IMMOBEL points particularly out that the following information concerning diversity is mentioned:
Diversity policy applied on the Members of the Board of Directors
IMMOBEL's Corporate Governance Charter states that the composition of its Board of Directors guarantees decision-making in the interest of the company. To this end, the Board of Directors is attentive to gender diversity and diversity in general, as well as complementarity of skills, experiences, and knowledge. The provisions of Article 518bis of the Companies Code relating to gender diversity are respected in this regard.
Currently the Board of Directors is composed of eight Members. Following his adherence to the principles of Corporate Governance contained in the 2009 Belgian Code on Corporate Governance, and more particularly provision 2.1 of the Code, he believes that this number is small enough to allow effective decision-making, and sufficiently expanded so that Members bring experience and knowledge of different areas and changes in membership are managed without disruption. Indeed, the Board of Directors shares the opinion of the European Commission that diversity feeds the debate, promotes vigilance, and raises issues within it. The quality of decisions is improved.
Following the diversity policy in force at IMMOBEL during the year under review, the breakdown of the composition of the Board of Directors is as follows (per 31st December 2017):
IMMOBEL places its desire for dialogue, continuous progress and the sharing of best practices central to its staff policy. These ambitions are manifested by the recruitment, talent development and retention of talented people with additional knowledge and experience. The IMMOBEL staff is the ambassador of its core values. The management philosophy is based on teamwork and mutual trust. The diversity of the teams, the gender diversity, the mix of talents are the source of wealth and innovation.
IMMOBEL considers the development of the employability of its staff as a priority. It ensures the motivation and involvement of its staff and ensures that they always have the skills required for the success of their assignments. In other words, IMMOBEL's HR ambition reflects its promises: improving and developing the Group's human capital, rich in diversity, through an open and innovative human resources policy and thus creating opportunities "Creating opportunities." for everyone and building the future "Building the future.", as well for IMMOBEL as for its staff and customers. This ambition is reflected in the management culture of the Group, the association of the staff with the results and the strategic objectives, and the development of a quality social dialogue.
To make team diversity an effective reality, IMMOBEL ensures compliance with the principle of equal opportunities in access to employment, with attention to:
Gender diversity and professional equality: the Group takes initiatives to attract the talents of men and women, to promote the feminisation of the professions, their promotion to women and equal opportunities for recruitment.
Intergenerational diversity: convinced of the richness of the meeting of different generations, the Group relies on this diversity, especially for the transfer of knowledge and skills (encouraging seniors to the training of the youngest, reverse mentoring or training by alternation).
Religious diversity: IMMOBEL undertakes that no candidate or employee is unfavourably treated because of his religious beliefs.
The status of the staff (employee / self-employed), the selection and promotion policy and the evaluation systems do not discriminate based on gender, religion, origin or sexual orientation. The Group also prohibits any form of discrimination in recruitment and promotion.
Following the diversity policy that IMMOBEL implemented in the year under review, the breakdown of the IMMOBEL operational teams is as follows (per 31st December 2017):
As part of its diversity policy, IMMOBEL promotes diversity at all levels of the Company (operational team, members of the Management Team, Members of the Executive Committee & Directors).
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, 2016, 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:
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 December 19th, 2017):
| Shareholder at December 31, 2017 | Voting rights | % of the gross number of shares21 |
|---|---|---|
| A³ CAPITAL nv22 having its registered seat at 1000 Brussel, Akenkaai 52 |
5,875,369 | 58.77 % |
| A³ MANAGEMENT bvba23 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 |
1,225,603 | 12.26 % |
| nv24 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.
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.
21 A gross number of 9,997,356 shares were issued.
22 Company controlled by Mr. Marnix GALLE.
23 Company controlled by Mr. Marnix GALLE.
24 Mutual fund.
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 Ordinary General Meeting of 24th May 2017, 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 127 KEUR (excluding VAT). His fee for the review of the statutory accounts of subsidiaries amounted to 131 KEUR (excluding VAT).
Total fees charged by the Statutory Auditor and his network in 2017 in the exercise of the mandate on Group level amounted to 365 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 2017, 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.immobelgroup.com).
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.
During 2017, no changes were made to the remuneration policy for the Directors.
In 2017, 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.immobelgroup.com).
The Board of Directors approves the appointment propositions of the Members of the Executive Committee, upon proposal by the Nomination Committee, and decides on their remuneration, based on the recommendations of the Remuneration Committee.
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 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:
It is reminded that the Extraordinary General Meeting of November 17th, 2016 approved, amongst others, the "Performance Share Plan 2017-2019" to the benefit of the Executive Chairman and of the Chief Executive Officer. During the year 2017, the Shareholders have approved the extension of the "Performance Share Plan 2017-2019" to other Members of the Executive Committee than the Executive Chairman and the Chief Executive Officer, which will be granted, as decided by the Extraordinary General Meeting of 17th November 2016 for the benefit of the Executive Chairman and the Chief Executive Officer, annually Performance Shares, under certain conditions.
The Corporate Governance Charter provides, the Board of Directors elects a Chairman from among its Members. The Chairman is designated based on his knowledge, skills, experience, and mediation strength.
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 "Marketing & Communication".
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:
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 Remuneration Committee assesses 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.
Upon proposal of an independent external expert, the remuneration to the Chief Executive Officer consists of:
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 assesses 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.
Below you will find the summary table containing the remunerations applicable:
| Estimated frequency of meetings | Remuneration & Attendance fee | |
|---|---|---|
| Board of Directors | 4 | Chairman = 50,000 EUR (forfait) Director : ▪ 14,000 EUR (forfait) ▪ 2,100 EUR / physical meeting ▪ 1,050 EUR / phone meeting |
| Audit & Finance Committee | 4 | Chairman : ▪ 3,100 EUR / physical meeting ▪ 1,050 EUR / phone meeting Members : ▪ 2,100 EUR / physical meeting ▪ 1,050 EUR/ phone meeting |
| 4 Investment Committee (+ 6 – in function of the necessities, over the phone) |
Chairman = CEO - None Members : ▪ 2,100 EUR / physical meeting ▪ 1,050 EUR / phone meeting |
|
| Nomination Committee | 2 | Chairman = None Members : ▪ 1,050 EUR / physical meeting ▪ 525 EUR / phone meeting |
| Remuneration Committee | 2 | Chairman : ▪ 1,200 EUR / physical meeting ▪ 525 EUR / phone meeting Members : ▪ 1,050 EUR / physical meeting ▪ 525 EUR/ phone meeting |
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; and upon proposal of the Executive Chairman and of the Chief Executive Officer.
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 2017 are shown in the table below. All the amounts shown are, where appropriate, gross, i.e. before the deduction of tax.
| Attendances | Basic remuneration | |||||
|---|---|---|---|---|---|---|
| BoD | AFC | RC | NC | IC | (VAT excl.) | |
| A³ MANAGEMENT bvba1 | 6 | 3 | 7 | 50,000 | ||
| ADL Comm.V2 | 6 | 3 | 4 | 32,825 | ||
| ARFIN sprl3 | 5 | 5 | 36,900 | |||
| ZOU2 sprl4 | 6 | 7 | 37,100 | |||
| Piet VERCRUYSSE | 6 | 5 | 3 | 38,150 | ||
| Jacek WACHOWICZ5 | 4 | 4 | 26,250 | |||
| A.V.O.-MANAGEMENT bvba6 | 6 | 3 | 4 | 32,375 | ||
| Karin KOKS-van der SLUIJS | 6 | 5 | 7 | 46,550 | ||
| GROSS TOTAL REMUNERATION | 300,150 |
Remuneration of the Members of the Executive Committee (Executive Chairman and Chief Executive Officer included, as detailed below) is divided into a fixed part, a variable part STI ("Short Term Incentive") and a variable part LTI ("Long Term Incentive"). The variable part STI includes:
a variable quantitative remuneration exclusively based on the level of Return on Equity;
a measurable variable qualitative remuneration determined in function of the general criteria applicable to all the Members of the Executive Committee. These general criteria are the following:
leadership."
a measurable variable qualitative remuneration determined in function of the responsibilities, the missions, and the targets to be achieved, on an individual basis by each of the Members of the Executive Committee, during the reviewed financial year.
Regarding the variable part LTI, the main rules of the IMMOBEL Performance Share Plan, are listed below:
"Under this plan, you will receive a conditional grant of shares ("Performance Shares") that vest at the end of the Performance Period, subject to and upon realization of the Performance Conditions.
1 Represented by its permanent representative Mr Marnix GALLE.
2 Represented by its permanent representative Mrs Astrid DE LATHAUWER.
3 Represented by its permanent representative Mr Pierre NOTHOMB.
4 Represented by its permanent representative Mrs Sophie LAMBRIGHS.
5 Until August 31st, 2017, date of its resignation.
6 Represented by its permanent representative Mrs Annick van OVERSTRAETEN.
The Performance Shares granted will become unconditional / will vest following a Performance Period / vesting period of three full calendar years, conditional to the achievement of two Performance Conditions which are equally weighted:
The precise vesting level of the Performance Shares will depend upon the actual achievement level of the Performance Conditions:
The achievement of the Performance Conditions will be determined over a three-full calendar year Performance Period, i.e. January 1st, 2017 – December 31st, 2019.
Upon vesting, you will not receive the value of the dividends relating to the previous three years with respect to the Performance Shares vested.
The Performance Shares granted under the Plan will vest at the end of the Performance Period, subject to and upon realization of the Performance Conditions. Performance Shares that do not become vested are forfeited and lapse. In addition, good leaver / bad leaver provisions apply in case of termination of the management services agreement entered into between the Member of the Executive Committee and IMMOBEL during the Performance Period."
Some Members of the Executive Committee do benefit from a weighted remuneration, at 80 % for quantitative aspects, and at 20 % for qualitative aspects, compared to total variable remuneration. The others do benefit from a weight 50 % - 50 %s.
Based on the global performance of the Company during 2017 and on the realization of the individual targets of the Members of the Executive Committee between January 1st and December 31st, 2017, the variable part of the global remuneration (qualitative and quantitative) paid for 2017, represents 19.20 % of the basic remuneration for the Members of the Executive Committee in function at December 31st, 2017 (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 one other Member 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.
IMMOBEL has introduced a long-term incentive plan to the benefit of the Executive Chairman, the Chief Executive Officer and other Members of the Executive Committee (as detailed below).
| (01.01.2017-31.12.2017) | Executive Chairman | CEO | Executive Committee7 |
|---|---|---|---|
| Basic remuneration | 325,000 | 310,000 | 1,080,1678 |
| Variable remuneration STI | 67,031 | 100,000 | 207,381 |
| Variable remuneration LTI | 1,806 shares | 1,722 shares | 1,451 shares |
| Individual pension commitment |
None | None | None |
| Other | 25,0009 | None | 2,75810 |
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 2018 establishing the Annual Accounts per December 31st, 2017, subject to final approval by the General Meeting of May 2018.
It is reminded that the Shareholders have decided on November 17th, 2016 and on May 24th, 2017 to approve a performance share plan « Performance Share Plan 2017-2019 ». This plan will grant yearly, under certain conditions, Performance Shares to the Executive Chairman, to the Chief Executive Officer and to other Members of the Executive Committee. These "Performance Shares", offered free of charge to the beneficiaries, will vest definitively after a period of three full calendar years, if they meet the predefined performance targets based on the average return on equity over three years and the average net income per share (excluding Treasury Shares) over three years. These Performance Shares are ordinary shares and entitle the same rights as the existing shares. The Board of Directors annually set the objectives, 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:
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, to the benefit of the Executive Chairman and of the Chief Executive Officer, will be 25 % (target) per year of the base compensation, as well as 10 % or 15 % to the benefit of some other Members of the Executive Committee. In 2017, a total of 4,979 shares have been granted subject to the achievement of the 100 % performance objectives, split-off as follows:
| Executive Chairman: | 1,806 Performance Shares. |
|---|---|
| Chief Executive Officer: | 1,722 Performance Shares. |
| Head of Technical Department: | 647 Performance Shares. |
| Head of Project Structuring & Financing: | 421 Performance Shares. |
| Chief Financial Officer: | 383 Performance Shares. |
7 See composition of the Executive Committee at December 31st, 2017 above.
8 The amounts paid to Mr Karim ZOUAOUI and Mr Nicolas BILLEN, and/or their respective companies, until respectively July 12th, 2017 and September 30th, 2017 included.
9 This amount represents a contribution for vehicle expenses.
10 This amount represents the reimbursement of GSM costs.
In 2018, a total of 4,368 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 January 1st, 2018):
| Executive Chairman: | 1,477 Performance Shares. |
|---|---|
| Chief Executive Officer: | 1,477 Performance Shares. |
| Head of Technical Department: | 614 Performance Shares. |
| Chief Financial Officer: | 400 Performance Shares. |
| Head of Project Structuring & Financing: | 400 Performance Shares. |
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.
Seen the numerous changes that have taken place in the composition of the Executive Management (Executive Committee) during the financial year 2017, it has been decided to assess the interaction between the non-executive Directors and the Executive Management during 2018.
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, 2016 and May 24th, 2017, accepted a performance share plan ("Performance Share Plan 2017-2019") for the benefit of the Executive Chairman, the Chief Executive Officer and other Members of the Executive Committee for the years 2017, 2018 and 2019 (see the conditions and concerned Shares in detail above).
As mentioned previously, the Performance Shares are "ordinary shares", and do entitle the same rights to the beneficiaries as those as the existing shares, without right to dividends for the past.
The remuneration policy has been reviewed during 2016 and 2017 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/ Executive Director 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 list below shows the periods of notice or compensatory severance payment due by the Group in case of termination of contracts with the Members of the Executive Committee/ Executive Directors, active within the Group per December 31st, 2017:
| Marnix Galle | : 12 month |
|---|---|
| Alexander Hodac | : 6 month |
| Hilde De Valck | : 6 month |
| Valéry Autin | : 4 month11 |
| Rudi op 't Roodt | : 3 month. |
Below you will find the periods of notice or compensatory severance payment effectively owed by the Group when the termination of contracts with the following Members of the Executive Committee happened:
| Nicolas Billen | : 3 month |
|---|---|
| Karim Zouaoui | : 4 month. |
To the extent necessary, it is specified that the compensations paid were under existing contractual arrangements.
There is no specific right to recover the variable remuneration awarded based on incorrect financial information, except in the abovementioned 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/ Executive Director after the Board of Directors of March 2018 which draws up the Annual Accounts as at December 31st, 2017, subject to final approval by the Shareholders' Meeting of May 2018.
ADL Comm.V (represented by Astrid De Lathauwer) Chairwoman of the Remuneration Committee
A³ Management bvba (represented by Marnix Galle) Chairman of the Board of Directors
11 5 month as from January 1st, 2019.
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CONSOLIDATED ACCOUNTS 66 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (IN THOUSANDS EUR)66 CONSOLIDATED STATEMENT OF FINANCIAL POSITION (IN THOUSANDS EUR) 67 CONSOLIDATED STATEMENT OF CASH FLOW POSITION (IN THOUSANDS EUR)68 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (IN THOUSANDS EUR) 69 ACCOUNTING PRINCIPLES AND METHODS 70 GENERAL INFORMATION70 STATEMENT OF COMPLIANCE WITH IFRS70 PREPARATION END PRESENTATION OF THE FINANCIAL STATEMENTS 72 CONSOLIDATION RULES72 FOREIGN CURRENCIES 73 INTANGIBLE ASSETS 73 TANGIBLE ASSETS73 INVESTMENT PROPERTY74 LEASES 74 FINANCIAL INSTRUMENTS74 INVENTORIES75 PROVISIONS75 EMPLOYEE BENEFITS 75 GRANTS RELATED TO ASSETS OR INVESTMENT SUBSIDIES 76 REVENUE FROM ORDINARY OPERATION76 IMPAIRMENT ON VALUE ASSETS76 BORROWING COSTS77 TAXES77 DISCONTINUED OPERATIONS77 MAIN SOURCES OF UNCERTAINTIES RELATED TO THE ESTIMATIONS AND MAIN JUDGEMENTS 77 TEMPORARY JOINT VENTURES78 SEGMENT REPORTING78 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS EUR)78 OPERATING SEGMENT - FINANCIAL INFORMATION BY BUSINESS SEGMENT 78 TURNOVER 80 OTHER OPERATING INCOME81 COST OF SALES 81 COST OF COMMERCIALISATION82 ADMINISTRATION COSTS82 JOINT VENTURES AND ASSOCIATES 83 FINANCIAL RESULT84 INCOME TAXES84 EARNINGS PER SHARE85 INTANGIBLE ASSETS 85 PROPERTY, PLANT AND EQUIPMENT86 INVESTMENT PROPERTY86 INVESTMENTS IN JOINT VENTURES AND ASSOCIATES86 DEFERRED TAX 91 INVENTORIES91 TRADE RECEIVABLES 92 OTHER CURRENT ASSETS93 |
| 19) | INFORMATION RELATED TO THE NET FINANCIAL DEBT 93 | |
|---|---|---|
| 20) | EQUITY96 | |
| 21) | PENSIONS AND SIMILAR OBLIGATIONS 97 | |
| 22) | PROVISIONS99 | |
| 23) | TRADE PAYABLES99 | |
| 24) | OTHER CURRENT LIABILITIES99 | |
| 25) | MAIN CONTINGENT ASSETS AND LIABILITIES 100 | |
| 26) | CHANGE IN WORKING CAPITAL 100 | |
| 27) | INFORMATION ON RELATED PARTIES 100 | |
| 28) | EVENTS SUBSEQUENT TO REPORTING DATE 101 | |
| 29) | COMPANIES OWNED BY THE IMMOBEL GROUP 102 | |
| G. | STATEMENT FROM THE RESPONSIBLE PERSONS 104 | |
| H. | STATUTORY AUDITOR'S REPORT 105 | |
| II. | STATUTORY CONDENSED FINANCIAL STATEMENTS 111 | |
| A. | STATEMENT OF FINANCIAL POSITION (IN THOUSANDS EUR) 111 | |
| B. | STATEMENT OF COMPREHENSIVE INCOME (IN THOUSANDS EUR) 112 | |
| C. | APPROPRIATION ACCOUNT (IN THOUSANDS EUR) 112 | |
| NOTE S | 31/12/2017 | 31/12/2016 | |
|---|---|---|---|
| OPERATING INCOME | 148 999 | 298 634 | |
| Turnover | 2 | 145 000 | 262 174 |
| Other operating income | 3 | 3 999 | 36 460 |
| OPERATING EXPENSE S | -127 082 | -238 657 | |
| Cost of sales | 4 | -106 711 | -220 132 |
| Cost of commercialisation | 5 | -2 177 | |
| Administration costs | 6 | -18 194 | -18 525 |
| JOINT VENTURE S AND ASSOCIATE S | 3 379 | 7 7 19 | |
| Gain (loss) on disposal of joint ventures and associates | 7 | 4 368 | 8 249 |
| Share in the net result of joint ventures and associates | 7 | - 989 | - 530 |
| OPERATING RE SULT | 25 296 | 67 696 | |
| Interest income | 2 199 | 1 951 | |
| Interest expenses | -4 178 | -4 793 | |
| Other financial income | 1 152 | 1 507 | |
| Other financial expenses | -3 941 | -2 539 | |
| FINANCIAL RE SULT | 8 | -4 768 | -3 874 |
| RE SULT FROM CONTINUING OPERATIONS BE FORE TAXE S | 20 529 | 63 822 | |
| Income taxes | 9 | -9 596 | -10 183 |
| RE SULT FROM CONTINUING OPERATIONS | 10 933 | 53 639 | |
| RE SULT OF THE YEAR | 10 933 | 53 639 | |
| share of non-controlling interests | - 102 | 1 165 | |
| SHARE OF IMMOBE L | 11 035 | 52 474 | |
| RE SULT OF THE YEAR | 10 933 | 53 639 | |
| Other comprehensive income - items subject to subsequent recycling in the income sta tement |
21 | 27 | |
| Currency translation | 21 | 27 | |
| Other comprehensive income - items tha t a re not subject to subsequent recycling in the income sta tement |
- 560 | 158 | |
| Actuarial gains and losses (-) on defined benefit pension plans | 21 | - 560 | 158 |
| Deferred taxes | |||
| TOTAL OTHER COMPREHENSIVE INCOME | - 539 | 185 | |
| COMPREHENSIVE INCOME OF THE YEAR | 10 394 | 53 824 | |
| share of non-controlling interests | - 102 | 1 165 | |
| SHARE OF IMMOBE L | 10 496 | 52 659 | |
| NE T RE SULT PER SHARE (€) (DILUTED AND BASIC) | 10 | 1,26 | 5,99 |
| COMPREHENSIVE INCOME PER SHARE (€) (DILUTED AND BASIC) | 10 | 1,20 | 6,01 |
The presentation of the consolidated statement of comprehensive income has been modified to improve the classification of costs by "function" in accordance with IAS 1. The comparative figures are restated accordingly. Personnel charges, amortisations and other operating expenses at December 31, 2016, for an amount of 18.525 KEUR, are now divided into costs of commercialisation and administration costs.
| ASSE TS | NOTE S | 31/12/2017 | 31/12/2016 |
|---|---|---|---|
| NON-CURRENT ASSE TS | 66 179 | 88 346 | |
| Intangible assets | 11 | 405 | 142 |
| Property, plant and equipment | 12 | 1 034 | 898 |
| Investment property | 13 | 2 960 | 2 874 |
| Investments in joint ventures and associates | 14 | 26 387 | 35 388 |
| Advances to joint ventures and associates | 14 | 24 345 | 34 827 |
| Other non-current financial assets | 1 259 | 3 730 | |
| Deferred tax assets | 15 | 4 167 | 7 042 |
| Other non-current assets | 5 623 | 3 445 | |
| CURRENT ASSE TS | 734 063 | 627 886 | |
| Inventories | 16 | 518 514 | 443 115 |
| Trade receivables | 17 | 11 694 | 12 112 |
| Tax receivables | 165 | 837 | |
| Other current assets | 18 | 36 063 | 32 471 |
| Advances to joint ventures and associates | 18 934 | 17 641 | |
| Other current financial assets | 768 | 1 072 | |
| Cash and cash equivalents | 19 | 147 926 | 120 638 |
| TOTAL ASSE TS | 800 242 | 7 16 232 |
| EQUITY AND LIABILITIE S | NOTE S | 31/12/2017 | 31/12/2016 |
|---|---|---|---|
| TOTAL EQUITY | 20 | 303 578 | 314 949 |
| EQUITY SHARE OF IMMOBEL | 303 561 | 311 032 | |
| Share capital | 97 256 | 97 189 | |
| Retained earnings | 206 224 | 213 248 | |
| Reserves | 82 | 595 | |
| NON-CONTROLLING INTERESTS | 17 | 3 917 | |
| NON-CURRENT LIABILITIE S | 338 838 | 286 685 | |
| Employee benefit obligations | 21 | 672 | 102 |
| Deferred tax liabilities | 15 | 6 507 | 2 803 |
| Financial debts | 19 | 330 090 | 281 578 |
| Derivative financial instruments | 19 | 1 568 | 1 699 |
| Trade payables | 23 | 503 | |
| CURRENT LIABILITIE S | 157 826 | 114 598 | |
| Provisions | 22 | 1 355 | 1 780 |
| Financial debts | 19 | 68 816 | 40 532 |
| Derivative financial instruments | 19 | 90 | |
| Trade payables | 23 | 41 493 | 33 763 |
| Tax payables | 6 211 | 11 934 | |
| Other current liabilities | 24 | 39 952 | 26 499 |
| TOTAL EQUITY AND LIABILITIE S | 800 242 | 7 16 232 |
| NOTE S | 31/12/2017 | 31/12/2016 | |
|---|---|---|---|
| Operating income | 148.999 | 298.634 | |
| Non-cash items resulting from the merger: | |||
| Badwill | -14.940 | ||
| Fair value of IMMOBEL shares - treasury shares | -2.832 | ||
| Operating expenses | -127.082 | -238.657 | |
| Amortisation, depreciation and impairment of asset | 6 | 470 | 965 |
| Changes in fair value of investment property | 13 | -86 | -45 |
| Change in provisions | 22 | -468 | -1.173 |
| Disposals of joint ventures and associates | 14 | 15.361 | 14.025 |
| Reimbursement of capital and advances by joint ventures and associates | 14 | 24.841 | 18.724 |
| Acquisitions, capital injections and loans to joint ventures and associates | 14 | -9.269 | -7.209 |
| CASH FLOW FROM OPERATIONS BE FORE CHANGE S IN WORKING CAPITAL |
52.766 | 67 .492 | |
| Change in working capital | 26 | -45.862 | 26.106 |
| CASH FLOW FROM OPERATIONS BE FORE PAID INTERE STS AND PAID TAXE S |
6.904 | 93.598 | |
| Paid interests | 8 | -14.020 | -9.693 |
| Interest received | 8 | 2.199 | 1.951 |
| Other financing cash flows | 8 | -1.638 | -1.246 |
| Paid taxes | 9 | -7.997 | -9.323 |
| CASH FROM OPERATING ACTIVITIE S | -14.552 | 75.287 | |
| Acquisitions of intangible, tangible and other non-current assets | -895 | -335 | |
| Sale of intangible, tangible and other non-current assets | 215 | ||
| Acquisition of joint ventures and associates | 14 | -10.000 | |
| Cash and cash equivalents from reverse acquisition | 16.116 | ||
| CASH FROM INVE STING ACTIVITIE S | -10.680 | 15.781 | |
| Increase in financial debts | 19 | 168.833 | 107.009 |
| Reimbursement of financial debts | 19 | -95.944 | -133.627 |
| Gross dividends paid | -20.369 | -30.499 | |
| CASH FROM FINANCING ACTIVITIE S | 52.520 | -57 .117 | |
| NE T INCREASE OR DECREASE (-) IN CASH AND CASH EQUIVALENTS | 27 .288 | 33.951 | |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 120.638 | 86.687 | |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | 147.926 | 120.638 |
Acquisitions and sales of projects, either directly or indirectly through the acquisition or the sale of project company (subsidiaries, joint ventures and 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".
| 2016 | SHARE CAPITAL |
RETAINED EARNINGS |
ACQUISI TION RESERVE |
CURRENCY TRANS LATION |
DEFINED BENIFT PLANS |
EQUITY TO BE ALLOCATED TO THE GROUP |
NON CONTROL LING INTERESTS |
TOTAL EQUITY |
|---|---|---|---|---|---|---|---|---|
| January 1, 2016 | 60 302 | 119 184 | -23 248 | 56 | 53 | 156 347 | 9 119 | 165 466 |
| Result of 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 paids1 | - | -27 979 | - | - | - | -27 979 | -4 200 | -32 179 |
| Other changes | - 167 | 15 | - | - | - 152 | -2 131 | -2 283 | |
| Changes in the year | 36 887 | 24 510 | 148 117 | - 99 | 638 | 210 053 | -5 202 | 204 851 |
| Treasury shares held : | ||||||||
| Fair value as of 29-06-2016 | - | - | -55 368 | - | - | -55 368 | - | -55 368 |
| Value of treasury shares held | - | - | -55 368 | - | - | -55 368 | - | -55 368 |
| December 31, 2016 | 97 189 | 143 694 | 69 501 | - 43 | 691 | 311 032 | 3 917 | 314 949 |
| 2017 | SHARE CAPITAL |
RETAINED EARNINGS |
ACQUISI TION RESERVE |
CURRENCY TRANS LATION |
DEFINED BENIFT PLANS |
EQUITY TO BE ALLOCATED TO THE GROUP |
NON CONTROL LING INTERESTS |
TOTAL EQUITY |
|---|---|---|---|---|---|---|---|---|
| January 1, 2017 | 97 190 | 143 694 | 69 501 | - 43 | 691 | 311 032 | 3 916 | 314 948 |
| Before treasury shares | 97 190 | 143 694 | 124 869 | - 43 | 691 | 366 400 | 3 917 | 370 317 |
| Treasury shares | - | - | -55 368 | - | - | -55 368 | -55 368 | |
| Result of the year | - | 10 820 | 214 | - | 11 035 | - 102 | 10 933 | |
| Other comprehensive income | 21 | - 560 | - 539 | - 539 | ||||
| Dividendes paids | - | -18 059 | -18 059 | -2 310 | -20 369 | |||
| Other changes | 66 | 26 | 92 | -1 488 | -1 396 | |||
| Changes in the year | 66 | -7 213 | 214 | 21 | - 560 | -7 472 | -3 900 | -11 372 |
| December 31, 2017 | 97 256 | 136 481 | 69 715 | - 22 | 131 | 303 561 | 17 | 303 578 |
| Before treasury shares | 97 256 | 136 481 | 124 869 | - 22 | 131 | 358 715 | 17 | 358 732 |
| Treasury shares | -55 154 | -55 154 | -55 154 |
A gross dividend of EUR 2.20 per share (excluding treasury shares) was proposed by the Board of Directors on March 13, 2018. It will be submitted to the shareholders for approval at the general meeting. The appropriation of income has not been recognized in the financial statements as of December 31, 2017.
On December 31, 2017 the treasury shares, resulting from the merger with ALLFIN, are valued at the share price on June 29, 2016. This is the date of the merger and this valuation method will no longer be changed in the future.
The other changes relate to the amortization of the costs related to the merger (66 KEUR) and the performance share plan (26 KEUR).
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 March 13, 2018.
Some balance sheet reclassifications were made after the press release of March 14, 2018. These reclassifications relate to the presentation of advances to joint ventures, the presentation of the acquisition of NAFILYAN & PARTNERS reclassified for 10 MEUR from "cash and cash equivalents" to "investments in joint ventures and associates" (see note 14), reclassification between other noncurrent and current liabilities and the reclassification of interests payable from "other current liabilities" to "current financial debts".
| ASSE TS | Press relea se | Recla ssifica tions | 31/12/2017 |
|---|---|---|---|
| NON-CURRENT ASSE TS | 74.975 | -8.796 | 66 179 |
| Intangible assets | 405 | 405 | |
| Property, plant and equipment | 1 034 | 1 034 | |
| Investment property | 2 960 | 2 960 | |
| Investments in joint ventures and associates | 59 528 | -33 141 | 26 387 |
| Advances to joint ventures and associates | 24 345 | 24 345 | |
| Other non-current financial assets | 1 259 | 1 259 | |
| Deferred tax assets | 4 167 | 4 167 | |
| Other non-current assets | 5 623 | 5 623 | |
| CURRENT ASSE TS | 725.267 | 8.796 | 734 063 |
| Inventories | 518 514 | 518 514 | |
| Trade receivables | 11 694 | 11 694 | |
| Tax receivables | 165 | 165 | |
| Other current assets | 36 201 | - 138 | 36 063 |
| Advances to joint ventures and associates | 18 934 | 18 934 | |
| Other current financial assets | 768 | 768 | |
| Cash and cash equivalents | 157 926 | -10 000 | 147 926 |
| TOTAL ASSE TS | 800 242 | 0 | 800 242 |
| EQUITY AND LIABILITIE S | 31/12/2017 | ||
| TOTAL EQUITY | 303.578 | 0 | 303 578 |
| EQUITY SHARE OF IMMOBEL | 303 561 | 303 561 | |
| Share capital | 97 256 | 97 256 | |
| Retained earnings | 206 224 | 206 224 | |
| Reserves | 82 | 82 | |
| NON-CONTROLLING INTERESTS | 17 | 17 | |
| NON-CURRENT LIABILITIE S | 346.190 | -7 .352 | 338 838 |
| Employee benefit obligations | 672 | 672 | |
| Deferred tax liabilities | 6 507 | 6 507 | |
| Financial debts | 330 090 | 330 090 | |
| Derivative financial instruments | 1 568 | 1 568 | |
| Other non-current liabilities | 7 352 | -7 352 | 0 |
| CURRENT LIABILITIE S | 150.474 | 7 .352 | 157 826 |
| Provisions | 1 355 | 1 355 | |
| Financial debts | 63 340 | 5 476 | 68 816 |
| Trade payables | 41 493 | 41 493 | |
| Tax payables | 6 211 | 6 211 | |
| Other current liabilities | 38 075 | 1 877 | 39 952 |
| TOTAL EQUITY AND LIABILITIE S | 800 242 | 0 | 800 242 |
The accounting principles and methods used for the interim consolidated financial statements are the same principles and methods used for the consolidated financial statements of 2016, except for the standards and interpretations which are applicable as from 1 January 2017:
These standards and interpretations won't have any significant impact on the consolidated financial statements of IMMOBEL.
STANDARDS AND INTERPRETATIONS ISSUED APPLICABLE IN 2018 BUT NOT YET ANTICIPATED BY THE GROUP
IMMOBEL has not anticipated to new, or improvements to, standards and interpretations which are not yet applicable for the annual period beginning on 1 January 2017.
Though, the Group has determined the potential impact of two new standards:
IFRS 9 FINANCIAL INSTRUMENTS AND SUBSEQUENT AMENDMENTS (APPLICABLE FOR ANNUAL PERIODS BEGINNING ON OR AFTER 1 JANUARY 2018)
This new standard consists of 3 components:
IFRS 9 introduces a logical and unique classification for all financial assets. Amortised cost or fair value. The Group must choose between fair value reporting in profit and loss or fair value reporting in other comprehensive income.
This new standard does not have any impact on the results of the Group.
IFRS 9 contains requirements for a new impairment model which will result in earlier recognition of credit losses. This should not have any significant impact on the results of the Group.
The impact has been estimated at 213 EUR, which is an insignificant amount.
It represents the recognition of the expected impairment losses for credit risk as of the initial recognition of the receivables, or as of the commitments of loans or financial guarantees. The main items concerned are advances to joint ventures and associates and the guarantees that may be granted to them.
This will not have any impact on the results of the Group, because the Group does not use any hedging instruments.
The preliminary analysis conducted by the Group led to the identification of themes, which relate to the recognition of sales in the different segments of the Group, which are likely to impact the consolidated turnover:
IMMOBEL will have to use the new guidelines to assess on a case by case basis whether the sales agreement, the sale of the land and the development are separate performance obligations.
The new guidelines could also have an impact on the projects which satisfy the criteria to recognize revenue at the moment the performance obligation is satisfied. These are mainly the projects which satisfy the third criteria defined by IFRS 15.36 ("The entity's performance creates an asset and the entity has an enforceable right to payment for performance completed to date").
No impact has been identified on the Group's financial statements as of December 31, 2017.
The analysis led to the conclusion that the sales of residential projects result in a single performance obligation.
The legal framework of Belgium and Luxembourg gradually transfers ownership of the units to the buyer during the construction period. In such a situation, the performance obligation is gradually satisfied when control over the asset is transferred as construction progresses. Considering a single performance obligation (regardless of "land" and "construction") represents a change in the current accounting methods. The Group has recognized a margin on "land" and a margin on "construction".
A single margin will now be recognized for each sale when the control over the asset is transferred as construction progresses.
The impact on the operating result of 2017: +2.822 KEUR
The impact on the total equity of 2017: + 2.121 KEUR
The analysis of the legal framework concluded the obligation to recognize the fulfilment of the performance obligation on delivery of the unit sold.
This has no impact on the Group's financial statements as of December 31, 2017.
The Group has not identified any impact on this sector. The revenue is recognized when the asset is transferred to the new owner.
OTHER STANDARDS AND INTERPRETATIONS ISSUED AND APPLICABLE IN 2018, BUT NOT YET ANTICIPATED BY THE GROUP
The analysis of the following standards, amendments and interpretations is ongoing:
The potential impact of these standards and interpretations on the consolidated financial statements are being determined.
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, available-for-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.
IMMOBEL analyses any acquisition of subsidiaries based on IFRS 3 and integrates the criteria suggested by IFRS 3 §B5 to B12 to identify any business combination and to define a business. In accordance with IFRS 3, if the acquired assets do not constitute a business, the acquisition is treated as an "acquisition of assets".
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.
IMMOBEL does not have any contracts for which IMMOBEL would own asset under finance lease or for which IMMOBEL would be the lessor.
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.
For projects acquired and whose purchase price contains rents to be collected before the acquired project can be developed, these rents are, as of July 1, 2016, considered as a separate asset and capitalized as a reduction of the inventories. At December 31, 2017, 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.
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. IMMOBEL does not work, for 2016 and 2017, under the construction contracts.
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:
The amount of income recognized on contracts for which the contractual provisions and the legal framework organize a progressive transfer (Breyne Law in Belgium or equivalent in Luxembourg) organizes the transfer of the control of the assets to the buyer, as well as the risks and significant benefits inherent in the ownership of work in progress in its current state, as construction progresses. This results in recognition by reference to the stage of completion using the percentage of completion method (IFRIC 15.7). The method of legal ownership has no impact on the recognition of the margin but on its presentation, which will differ depending on whether it is:
Direct property, subsidiary: the results are recorded in sales and cost of sales irrespective of the legal structure of ownership of the asset;
Joint ventures: in accordance with IFRS 11, when a partnership gives rise to joint control over net assets, IMMOBEL recognizes an investment for its interest in the joint venture and recognizes it using the equity method (IAS 28). The result of the sales is therefore presented under the heading "Share in the profit or loss of joint ventures and associates"
Joint activities: in accordance with IFRS 11, in the case of a partnership under which the parties exercising joint control have asset rights, and liability obligations, IMMOBEL recognizes assets, liabilities and results for its jointly held share (proportionate consolidation method).
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. This method of accounting applies only in the case of buildings rented after their development and waiting to be sold.
For projects acquired and whose purchase price contains rents to be collected before the acquired project can be developed, these rents are, as of July 1, 2016, considered as a separate asset. These rents are considered as a part of the purchase price regardless of the actual value of the building in stock. At December 31, 2017, these are rents for the projects Centre Etoile in Luxembourg and Lebeau Sablon in Brussels.
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 cash-generating 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 recoverable 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 assessment of the recoverable amount of a project involves assumptions about future events that are inherently subject to change. These assumptions include the expected selling price (depending on the nature of the project, its location, etc…), the estimated total cost per project, the economic market conditions. These assumptions are monitored during the project by the project manager through the update of the feasibility and on a quarterly basis by the management.
The valuation of the revenues from the sale of real estate development is based on important assessments, mainly with regard to the time at which the rights and obligations of the property transfer to the buyer (at a specific time or as the construction progresses based on the percentage of completion), the evaluation the costs to be incurred and, in case the results are recognized at percentage of completion, the determination of the completion rate, taking into account the costs already incurred and the total estimated cost price.
As mentioned in note E.15, income from the sale of a project is recognized in gross (sales price and cost of sales) regardless of the structure of the transaction (asset deal / share deal). Disposals of controlled companies dedicated to a project are therefore considered part of the Group's normal business and are therefore recognized as revenue and cost of sales. The Group has decided this presentation taking into account the specificities of its sector and activity.
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.
IMMOBEL considers that the activities carried out through temporary companies, which do not have a legal personality, meet the definition proposed by the standard IFRS 11 of joint activity, which is a joint agreement by which parties that exercise joint control have rights over the assets, and obligations.
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 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 Luxembourg 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 view of the activities and financial statements. This internal view before IFRS 11 implies that all the results of the projects are accounted in the income statement for their share, except for those arising from associates (see note 29).
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 | 31/12/2017 | 31/12/2016 |
|---|---|---|
| OPERATING INCOME | 226 7 16 | 346 058 |
| Turnover | 222 165 | 307 391 |
| Other operating income | 4 551 | 38 667 |
| OPERATING EXPENSE S | -198 940 | -273 37 1 |
| Cost of sales | -176 778 | -253 601 |
| Cost of commercialisation | -2 741 | -7 338 |
| Administration costs | -19 421 | - 978 |
| JOINT VENTURE S AND ASSOCIATE S | - 326 | -2 007 |
| Gain (loss) on disposal of associates | ||
| Share in the net result of associates | - 326 | -2 007 |
| OPERATING RE SULT | 27 450 | 70 680 |
| Interest income | 1 732 | 893 |
| Interest expenses | -5 159 | -5 043 |
| Other financial income / expenses | -3 895 | -1 271 |
| FINANCIAL RE SULT | -6 381 | -5 421 |
| RE SULT FROM CONTINUING OPERATIONS BE FORE TAXE S | 21 069 | 65 259 |
| Income taxes | -10 140 | -11 620 |
| RE SULT FROM CONTINUING OPERATIONS | 10 930 | 53 639 |
| RE SULT OF THE YEAR | 10 930 | 53 639 |
| share of non-controlling interests | - 102 | 1 165 |
| SHARE OF IMMOBE L | 11 032 | 52 474 |
| TURNOVER | OPERATING RE SULT |
TURNOVER | OPERATING RE SULT |
|
|---|---|---|---|---|
| 31/12/2017 | 31/12/2017 | 31/12/2016 | 31/12/2016 | |
| OFFICE S | ||||
| Belgium | 9 963 | 4 608 | 125 642 | 17 694 |
| Grand-Duchy of Luxembourg | 55 050 | - 769 | - 517 | |
| Poland | -1 959 | - 593 | ||
| SUBTOTAL OFFICE S | 65 012 | 1 880 | 125 642 | 16 584 |
| RE SIDENTIAL | ||||
| Belgium | 110 448 | 18 161 | 165 565 | 22 389 |
| Grand-Duchy of Luxembourg | 24 515 | 3 114 | - 503 | |
| Poland | - 792 | - 220 | ||
| SUBTOTAL RE SIDENTIAL | 134 963 | 20 482 | 165 565 | 21 666 |
| LANDBANKING | ||||
| Belgium | 22 190 | 5 087 | 16 184 | 4 302 |
| SUBTOTAL LANDBANKING | 22 190 | 5 087 | 16 184 | 4 302 |
| UNALLOCATED | ||||
| Belgium | 28 128 | |||
| SUBTOTAL UNALLOCATED | 28 128 | |||
| Belgium | 142 601 | 27 857 | 307 391 | 72 513 |
| Grand-Duchy of Luxembourg | 79 565 | 2 344 | -1 020 | |
| Poland | -2 751 | - 813 | ||
| TOTAL CONSOLIDATED | 222 165 | 27 450 | 307 391 | 70 680 |
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| NON-CURRENT ASSE TS | 25 804 | 18 47 7 |
| Intangible and tangible assets | 4 399 | 3 914 |
| Investments in joint ventures and associates | 9 627 | - 36 |
| Deferred tax assets | 4 487 | 7 421 |
| Other non-current assets | 7 291 | 7 178 |
| CURRENT ASSE TS | 845 170 | 767 915 |
| Inventories | 606 585 | 584 001 |
| Trade receivables | 11 773 | 15 017 |
| Tax receivables and other current assets | 67 477 | 40 042 |
| Cash and cash equivalents | 159 334 | 128 855 |
| TOTAL ASSE TS | 870 974 | 786 392 |
| TOTAL EQUITY | 303 578 | 314 949 |
| NON-CURRENT LIABILITIE S | 383 990 | 324 121 |
| Financial debts | 368 671 | 319 014 |
| Deferred tax liabilities | 6 507 | 2 803 |
| Other non-current liabilities | 8 812 | 2 304 |
| CURRENT LIABILITIE S | 183 406 | 147 322 |
| Financial debts | 68 888 | 68 356 |
| Trade payables | 46 068 | 41 710 |
| Tax payables and other current liabilities | 68 450 | 37 256 |
| TOTAL EQUITY AND LIABILITIE S | 870 974 | 786 392 |
| FINANCIAL POSITION ITEMS | OFFICE S | RE SIDENTIAL | LANDBANKING | CONSOLI DATED |
|---|---|---|---|---|
| Segment assets | 189 929 | 409 994 | 95 037 | 694 960 |
| Unallocated items1 | 176 014 | |||
| TOTAL ASSETS | 870 974 | |||
| Segment liabilities | 30 476 | 84 046 | 5 281 | 119 803 |
| Unallocated items1 | 447 593 | |||
| TOTAL LIABILITIE S | 567 396 | |||
| BE LGIUM | GRAND-DUCHY | POLAND | CONSOLI | |
| OF | DATED | |||
| LUXEMBOURG | ||||
| Segment assets | 451 856 | 132 056 | 111 048 | 694 960 |
| Non-current segment assets | 9 844 | 131 | 83 | 10 058 |
| Allocation of inventories by segment is as follows: | 31/12/2017 | 31/12/2016 |
|---|---|---|
| Offices | 164 412 | 192 120 |
| Residential | 352 575 | 294 989 |
| Landbanking | 89 598 | 96 892 |
| TOTAL INVENTORIE S | 606 585 | 584 001 |
| Allocation of inventories by geographical area is as follows: | ||
| Belgium | 390 895 | 402 365 |
| Grand-Duchy of Luxembourg | 114 944 | 112 036 |
| Poland | 100 746 | 69 600 |
| TOTAL INVENTORIE S | 606 585 | 584 001 |
| 31/12/2017 | |||
|---|---|---|---|
| Opera ting Segment |
Adjustments | Published Informa tion |
|
| Turnover | 222 165 | -77 165 | 145 000 |
| Operating result | 27 450 | -2 154 | 25 296 |
| Total balance sheet | 870 974 | -70 732 | 800 242 |
For segment information, joint ventures are consolidated using the proportional method. The adjustment results from the application of IFRS 11, resulting in the consolidation of joint ventures using the equity method.
Turnover is allocated as follows per segment:
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Offices | 5 098 | 103 200 |
| Residential | 117 713 | 142 790 |
| Landbanking | 22 189 | 16 184 |
| TOTAL TURNOVER | 145 000 | 262 174 |
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Belgium | 121 879 | 262 174 |
| Grand-Duchy of Luxembourg | 23 121 | |
| Poland | ||
| TOTAL TURNOVER | 145 000 | 262 174 |
The diversification of the Group's "customers' portfolio guarantees its independence in the market.
Turnover of the office segment is mainly influenced by the sale of "Beyaert" (Chambon).
IMMOBEL sold alone or in partnership 367 houses and apartments in the following projects Universalis Park, Greenhill Park, Parc Seny, Ernest (Solvay) and Chambon in Brussels, Georges Grard in Oostduinkerke, Lakefront in Knokke-Heist, O'Sea in Ostend, Riverview in Nieuwpoort, Flint and Vesalius in Leuven, 't Zout in Coxyde.
IMMOBEL sold, with a permit, the Chien Vert project (Woluwe-Saint-Pierre) to a development company in June 2017.
2017 can be considered an excellent year for landbanking with 222 building plots sold, including in the landbankings at Grivegnée ("Le Verger de Fayenbois" inaugurated on April 24, 2017), Middelkerke, Waremme, Petit-Rechain, Soignies, Lontzen, De Pinte, Bredene, Geel, Eghezée. In addition, IMMOBEL sold alone or in partnership more than 71 houses and apartments in the following projects: Clos Bourgeois in Brussels, Brasseries in Eupen, Grands Prés and Trois Ruisseaux in Chastre, George Grard in Oostduinkerke and Domaine des Vallées in Grez-Doiceau.
A part of the turnover is carried out under contracts which provide the continuous transfer of ownership. In 2016 and 2017 it's the total of residential turnover.
Break down as follows:
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Rental income on properties available for sale or awaiting for development | 2 832 | |
| Gain on disposal of "non-core (carve-out)" activities | 13 326 | |
| 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…) | 3 999 | 2 530 |
| TOTAL OTHER OPERATING INCOME | 3 999 | 36 460 |
From 1st July 2016, rental income from projects waiting for development 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 EUR 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.
The other income is mainly composed of various recoveries. Please note that in 2016 the impact of the merger with ALLFIN Group were accounted as an other operating income for an amount of 31.098 KEUR.
Cost of sales is allocated as follows per segment:
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Offices | -2 697 | -91 649 |
| Land Development | -91 357 | -120 032 |
| Lotissement | -12 657 | -8 451 |
| TOTAL COST OF SALES | -106 711 | -220 132 |
Cost of sales is allocated as follows per country:
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Belgium | -87 151 | -220 132 |
| Grand-Duchy of Luxembourg | -19 560 | |
| Poland | ||
| TOTAL COST OF SALES | -106 711 | -220 132 |
And are related to the turnover and the projects mentioned in note 2.
The cost of commercialisation consists of fees paid to third parties relating to the turnover and costs which are not capitalised in stock.
Break down as follows:
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Personnel expenses | -8 584 | -7 338 |
| Amortisation, depreciation and impairment of assets | - 470 | - 965 |
| Other operating expenses | -9 140 | -10 267 |
| Change in fair value recognized in the statement of comprehensive income | 45 | |
| TOTAL ADMINISTRATIION COSTS | -18 194 | -18 525 |
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Salaries and fees of personnel and members of the Executive Committee | -12 773 | -9 127 |
| Project monitoring costs capitalized under "Inventories" | 5 399 | 2 633 |
| Salaries of the non-executive Directors | - 300 | - 122 |
| Social security charges | - 670 | - 534 |
| Pension costs | - 12 | - 79 |
| Other | - 228 | - 109 |
| TOTAL PERSONNE L EXPENSES | -8 584 | -7 338 |
| Break down as follows: | ||
|---|---|---|
| 31/12/2017 | 31/12/2016 | |
| Amortisation of intangible and tangible assets | - 496 | - 234 |
| Write down on inventories | - 5 | |
| Write down on trade receivables | 26 | - 726 |
| TOTAL AMORTISATION, DEPRECIATION AND IMPAIRMENT OF ASSETS | - 470 | - 965 |
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Services and other goods | -7 963 | -9 172 |
| Other operating expenses | -1 645 | -2 268 |
| Provisions | 468 | 1 173 |
| TOTAL OTHER OPERATING EXPENSES | -9 140 | -10 267 |
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Rent and service charges, including mainly rent and service charges for the registered office | -1 124 | - 688 |
| Third party payment, including in particular the fees paid to third parties and related to | ||
| the turnover | -5 464 | -3 647 |
| Costs related to the study of the proposed merger IMMOBEL / ALLFIN GROUP | -3 170 | |
| Other services and other goods, including company supplies, advertising, maintenance and | ||
| repari expense of properties available for sale or awaiting for development | -1 375 | -1 667 |
| TOTAL SERVICES AND OTHER GOODS | -7 963 | -9 172 |
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Total amount of payments recognised under expenses for the year | - 846 | - 628 |
| Total minimum payments to be made: | ||
| - within one year | - 827 | - 794 |
| - after one year but within 5 years | -2 043 | -1 113 |
| - more than 5 years | - 1 | - 131 |
These amounts correspond mainly to the rent for the registered seat and cars.
Amount of fees allocated during the year to SC s.f.d. SCRL Deloitte Reviseurs d'Entreprises and its network:
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Audit fees at consolidation level | -258 | -306 |
| Fees for extraordinary services and special missions accomplished within the Group / | -104 | -429 |
| - Missions of legal advice | -243 | |
| - Tax advice and other missions | -7 | -45 |
| - Other missions outside the audit mission | -97 | -141 |
The missions outside the audit mission were approved by the Audit & Finance Committee.
The other expenses of EUR -1 645 thousand mainly concern taxes (property withholding taxes, regional and municipal taxes) not capitalised on assets included in inventory.
Main components of variations in provisions:
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Provisions related to the sales | 1 167 | |
| Other provisions | 468 | 6 |
| TOTAL VARIATIONS IN PROVISIONS | 468 | 1 173 |
| Increase | - 603 | |
| Use | 468 | 1 776 |
Gains on sales of joint ventures and associates relate to the sale of the 33,33 % interest held in the company PEF KONS INVESTMENTS, owner of the "KONS" building in Grand-Duchy of Luxembourg. IMMOBEL holding 50 % of VILPRO shares and the other shareholders (50 %) finalised the sale of 100 % of the VILPRO shares in October 2017.
These gains can be summarized as follows:
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Sale price of joint ventures | 15 361 | 14 025 |
| Book value of sold investments | 10 993 | -5 776 |
| GAIN (LOSS) ON DISPOSAL OF JOINT VENTURES AND ASSOCIATES | 4 368 | 8 249 |
Further information related to joint ventures and associates are described in note 14.
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Cost of gross financial debt at amortised cost | -15 806 | -11 643 |
| Activated interests on projects in development | 9 648 | 3 259 |
| the reversal of the fair value adjustment recorded in the merger ALLFIN GROUP / IMMOBEL relating to the "Bond 2013-2018" issue due December 2018 |
1 980 | 3 591 |
| TOTAL INTERE ST EXPENSE S | -4 178 | -4 793 |
| Interest income | 2 199 | 1 951 |
| Other financial charges & income | -2 789 | -1 032 |
| FINANCIAL RE SULT | -4 768 | -3 874 |
| Cost of gross financial debt at amortised costs | -15 806 | -11 643 |
| Amortization of loan expenses | 410 | 339 |
| Change in interest paid / unpaid | 1 376 | 1 611 |
| PAID INTERE STS (STATEMENT OF CASH FLOW) | -14 020 | -9 693 |
The deterioration of the financial result is mainly caused by an impairment of an advance to an associate.
Income taxes are as follows:
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Current income taxes for the current year | -3 481 | -13 003 |
| Current income taxes for the previous financial years | 535 | -1 600 |
| Deferred taxes on temporary differences | -5 950 | 4 420 |
| Write down of a deferred tax asset | - 700 | |
| TOTAL OF TAX EXPENSE S RECOGNIZED IN THE STATEMENT OF COMPREHENSIVE INCOME |
-9 596 | -10 183 |
| Current taxes | -2 946 | -14 603 |
| Change in tax receivables / tax payables | -5 051 | 5 280 |
| PAID INCOME TAXE S (STATEMENT OF CASH FLOW) | -7 997 | -9 323 |
The reconciliation of the actual tax charge with the theoretical tax charge is summarised as follows:
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Result from continuing operations before taxes | 20 529 | 63 822 |
| Result from joint ventures and associates | 989 | 530 |
| RE SULT BE FORE TAXE S AND SHARE IN THE RE SULT OF JOINT VENTURE S | ||
| AND ASSOCIATE S | 21 518 | 64 352 |
| THEORE TICAL INCOME TAXE CHARGE AT 33.99% | -7 314 | -21 873 |
| Tax impact: | ||
| - non-taxable income | 1 542 | 14 454 |
| - non-deductible expenses | - 646 | - 662 |
| - use of taxes losses and notional interests deduction carried forward on which no DTA | ||
| was recognised in previous years | 142 | 1 503 |
| - losses on which no DTA is recognised | -3 855 | -2 005 |
| - differences in taxation | ||
| Income taxes for the previous financial years | 535 | -1 600 |
| TAX CHARGE | -9 596 | -10 183 |
| E FFECTIVE TAX RATE OF THE YEAR | 44,59% | 15,82% |
The decline of the non-taxable income is caused by the non-recurring elements of 2016, caused by the merger.
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:
The calculation of the basic earnings per share is based on the following data:
| 31/12/2017 | |
|---|---|
| Result of the year (share of the Group) | |
| Net result of the yea r | 4 368 |
| Comprehensive income of the yea r | 10 933 |
| Weighted average shares outstanding | |
| Ordinay shares as at 1 January | 9.997.356 |
| Treasury shares as at 1 January | -1.230.398 |
| Treasury shares granted to a member of the executif comité | 4.795 |
| Ordina ry sha res a s a t 31 December | 8.7 7 1.753 |
| Weighted a verage ordina ry sha res outstanding | 8.767 .169 |
| Net result per sha re | 0,498 |
| Comprehensive income per sha re | 1,247 |
The calculation of the diluted earnings per share is based on the following data:
| 31/12/2017 | |
|---|---|
| Dilutive elements | |
| Net result of the yea r | 4 368 |
| Comprehensive income of the yea r | 10 933 |
| Weighted average ordinary shares outstanding | 8.767.169 |
| Weighted a verage sha res for diluted ea rnings per sha re | 8.767 .169 |
| Diluted net result per sha re | 0,498 |
| Diluted comprehensive income per sha re | 1,247 |
| Anti-dilutive elements | |
| Impact on the net result of the year | |
| Impact of the performance share plan | 26 |
| Impact on the weighted average ordinary shares outstanding | |
| Performance shares | 4 377 |
The performance shares are anti-dilutive at 31 December 2017.
Intangible assets evolve as follows:
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| ACQUISITION COST AT THE END OF THE PREVIOUS PERIOD | 474 | 64 |
| Acquisitions | 349 | 10 |
| Merger IMMOBEL / ALLFIN GROUP | 400 | |
| ACQUISITION COST AT THE END OF THE YEAR | 823 | 474 |
| AMORTISATION AND IMPAIRMENT AT THE END OF THE PREVIOUS PERIOD | - 333 | - 40 |
| Amortisation | - 86 | - 35 |
| Merger IMMOBEL / ALLFIN GROUP | - 258 | |
| AMORTISATION AND IMPAIRMENT AT THE END OF THE YEAR | - 419 | - 333 |
| NET CARRYING AMOUNT AS AT 31 DECEMBER | 405 | 142 |
Property, plant and equipment evolve as follows:
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| ACQUISITION COST AT THE END OF THE PREVIOUS PERIOD | 3 655 | 1 199 |
| Acquisitions | 546 | 298 |
| Merger IMMOBEL / ALLFIN GROUP | 2 386 | |
| Disposals | - 228 | |
| ACQUISITION COST AT THE END OF THE YEAR | 4 201 | 3 655 |
| DEPRECIATIONS AND IMPAIRMENT AT THE END OF THE PREVIOUS PERIOD | -2 757 | - 903 |
| Merger IMMOBEL / ALLFIN GROUP | -1 688 | |
| Depreciations | - 410 | - 166 |
| DEPRECIATIONS AND IMPAIRMENT AT THE END OF THE YEAR | -3 167 | -2 757 |
| NET CARRYING AMOUNT AS AT 31 DECEMBER | 1 034 | 898 |
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:
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| FAIR VALUE ON 1 JANUARY | 2 874 | 2 715 |
| Merger IMMOBEL / ALLFIN GROUP | 2 829 | |
| Disposals | -2 715 | |
| Change in the fair value recognized in the statement of comprehensive income | 86 | 45 |
| FAIR VALUE ON 31 DECEMBER | 2 960 | 2 874 |
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.
Key assumptions used to determine fair value:
| 31/12/2017 | |
|---|---|
| Rental price per m² of residential (EUR) | 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:
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Investments in associates | 9 627 | - 36 |
| Investments in joint ventures | 16 759 | 35 424 |
| TOTAL INVESTMENTS INCLUDED IN THE STATEMENT OF FINANCIAL POSITION |
26 386 | 35 388 |
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Share in the net result of joint ventures | - 663 | 1 476 |
| Share in the net result of associates | - 326 | -2 007 |
| SHARE OF JOINT VENTURES AND ASSOCIATES IN THE CONSOLIDATED | ||
| STATEMENT OF COMPREHENSIVE INCOME | - 989 | - 530 |
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Gain on sales of joint ventures and associates | 4 368 | 8 249 |
| Book value of sold investments | 10 993 | 5 776 |
| CASH FLOW FROM DISPOSAL OF JOINT VENTURES AND ASSOCIATES | 15 361 | 14 025 |
The book value of investments in joint ventures and associates evolve as follows:
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| VALUE AS AT 1 JANUARY | 35 388 | 59 345 |
| Share in result | - 989 | - 530 |
| Assets from the reverse acquisition | 20 881 | |
| 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 | 10 000 | |
| capital injections to joint ventures and associates | 2 893 | 4 907 |
| Disposals of joint ventures and associates | -10 993 | -5 776 |
| Reimbursements of capital and advances by joint ventures and associates | -9 902 | - 766 |
| Currency translation | - 10 | 8 |
| CHANGE S FOR THE YEAR | -9 001 | -23 957 |
| VALUE AS AT 31 DECEMBER | 26 387 | 35 388 |
On 1st December 2017 IMMOBEL announced its intention to acquire the French real estate group NAFILYAN & PARTNERS in three stages and thus confirms its strategy of international diversification. The acquisition is planned in three stages: the first stage took place in December 2017, via a capital increase of NAFILYAN & PARTNERS at the end of which IMMOBEL holds 15 % of the company. Subsequently, cross-options will allow IMMOBEL to proceed with the acquisition of an additional 36 % of the French group in 2019 and then, in 2020 the balance of the shares (49 %) and other securities of the capital of NAFILYAN & PARTNERS. The valuation of the shares is based on the multiple method on EBIDTA performed at year-end; in any case it will not exceed EUR 130 million.
Through this transaction, IMMOBEL acquires an associate, i.e. an entity over which it has significant influence (but not control or joint control) considering the contracts in place whereby until the last potential transaction IMMOBEL is not able to govern the NAFILYAN & PARTNERS business and thus has no control. According to IAS 28, on acquisition of the investment in an associate, any difference (whether positive or negative) between the cost of acquisition and the investor's share of the fair values of the net identifiable assets of the associate is accounted for like goodwill in accordance with IFRS 3 Business Combinations. Net assets of NAFILYAN & PARTNERS have been re-measured at Fair Value and the resulting difference with the purchase price has been accounted for as an implicit goodwill.
| Non-current assets | 1 805 |
|---|---|
| Current assets | 81 641 |
| TOTAL ASSETS | 83 446 |
| Equity | 1 022 |
| Non-controlling interests | 831 |
| Non-current liabilities | 28 903 |
| Current liabilities | 52 690 |
| TOTAL EQUITY AND LIABILITIE S | 83 446 |
| NE T ASSE TS AT 31 DECEMBER 2016 | 1 022 |
| Estimated result of 2017 Nihil |
|
| Capital increase | 8 442 |
| NE T ASSE TS AT DATE OF ACQUISITION | 9 464 |
| Fa ir va lue adjustments | |
| Options on land and projects | 6 100 |
| Financial debts at fixed rate | - 665 |
| Deferred taxes on fair value adjustments | -1 522 |
| Deferred taxes on fiscal losses | 2 918 |
| Tota l fa ir va lue adjustments | 6 831 |
| NE T ASSE TS AFTER FAIR VALUE ADJUSTMENTS (100%) | 25 759 |
| SHARE IMMOBE L (15%) | 3 864 |
| Goodwill | 6 099 |
| Cap | 38 |
| ACQUISITION PRICE (cap included) | 10 000 |
The purchase price will not exceed EUR 130 million. This cap has been valued by IMMOBEL and estimated at 37,5 KEUR, taking into account the probabilities that the market value will exceed 130 MEUR. The purchase price allocation is preliminary and will be finalized within 12 months from the date of acquisition.
The table below shows the contribution of joint ventures and associates in the statement of financial position and the statement of comprehensive income.
| % INTERE ST | BOOK VALUE OF THE INVE STMENTS |
SHARE IN THE COMPREHENSIVE INCOME |
||||
|---|---|---|---|---|---|---|
| NAME | 31/12/2017 | 31/12/2016 | 31/12/2017 | 31/12/2016 | 31/12/2017 | 31/12/2016 |
| Argent Office | - | 50,0% | - | - | - | 91 |
| Bella Vita | 50,0% | 50,0% | 2 670 | 5 924 | - 250 | 284 |
| CBD International | 50,0% | 50,0% | - 988 | - 476 | - 194 | |
| Château de Beggen | 50,0% | 50,0% | 546 | 312 | 234 | 83 |
| Fanster Enterprise | 50,0% | 50,0% | 0 | 1 285 | 25 | 33 |
| Fonc. du Parc | 50,0% | 50,0% | 119 | 172 | 0 | - 1 |
| Gateway | 50,0% | 50,0% | 328 | 572 | - 17 | - 31 |
| Ilot Ecluse | 50,0% | 50,0% | 177 | 188 | - 11 | - 1 |
| Immo Keyenveld 1 | 50,0% | 50,0% | - 5 | - 15 | - 13 | |
| Immo Keyenveld 2 | 50,0% | 50,0% | - 17 | - 10 | - 10 | |
| Immo PA 33 1 | 50,0% | 50,0% | 1 849 | 5 457 | - 709 | 1 912 |
| Immo PA 44 1 | 50,0% | 50,0% | 909 | 1 445 | 214 | - 118 |
| Immo PA 44 2 | 50,0% | 50,0% | 2 897 | 4 314 | 736 | - 334 |
| Kons Investment | 33,3% | 33,3% | 0 | 21 614 | - 116 | - 304 |
| Les Deux Princes Develop. | 50,0% | 50,0% | 1 847 | 33 | - 83 | - 2 |
| M1 | 33,3% | 33,3% | 6 290 | 4 808 | - 448 | - 71 |
| M7 | 33,3% | 33,3% | 951 | 682 | 104 | - 18 |
| ODD Construct | 50,0% | 30 | - 1 | |||
| RAC2 | 40,0% | 164 | ||||
| RAC3 | 40,0% | 40,0% | 2 982 | 3 597 | 55 | 287 |
| RAC4 | 40,0% | 40,0% | 3 614 | 7 226 | - 448 | - 197 |
| RAC4 Developt | 40,0% | 396 | - 4 | |||
| RAC5 | 40,0% | 40,0% | 4 848 | 4 922 | - 74 | 15 |
| Société Espace Léopold | - | 50,0% | - | - | - | - 21 |
| SPV WW 13 | 50,0% | |||||
| Unipark | 50,0% | 2 530 | 68 | |||
| Universalis Park 2 | 50,0% | 50,0% | 4 003 | 3 888 | - 42 | - 27 |
| Universalis Park 3 | 50,0% | 50,0% | 5 085 | 4 931 | - 55 | - 35 |
| Universalis Park 3AB | 50,0% | 50,0% | 269 | - 239 | 434 | - 7 |
| Universalis Park 3C | 50,0% | 50,0% | 278 | 18 | 231 | - 4 |
| Vilpro | 50,0% | 50,0% | 111 | - 7 | - 5 | |
| TOTAL JOINT VENTURE S | 42 616 | 70 251 | - 664 | 1 476 | ||
| DHR Clos du Château | 33,3% | 33,3% | 33 | 36 | - 3 | - 84 |
| Graspa Dev. | 25,0% | 25,0% | - 72 | - 323 | - 153 | |
| Immobel | 29,9% | -1 769 | ||||
| Nafilyan | 15,0% | 10 000 | ||||
| TOTAL ASSOCIATE S | 10 033 | - 36 | - 326 | -2 006 | ||
| TOTAL JOINT VENTURE S AND ASSOCIATE S |
52 650 | 70 215 | - 989 | - 530 |
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 intercompany.
| FIGURE S 100% | TOTAL EQUITY | SHARE - | |||||
|---|---|---|---|---|---|---|---|
| AS AT 31 | COMPRE - | ALLOCATED TO | HOLDER | ||||
| DECEMBER | HENSIVE | TOTAL | THE GROUP | LOANS BY | |||
| 2017 | TURNOVER | INCOME | TOTAL ASSE TS | LIABILITIE S | TOTAL EQUITY | THE GROUP | |
| Bella Vita | 6 554 | - 500 | 6 481 | 1 142 | 5 339 | 2 670 | |
| CBD International | - 952 | 22 057 | 25 408 | -3 352 | -1 465 | 8 975 | |
| Château de Beggen | 469 | 2 346 | 1 255 | 1 092 | 546 | ||
| Fanster Enterprise | 50 | 0 | 0 | 0 | |||
| Fonc. du Parc | 23 | - 1 | 240 | 3 | 237 | 119 | |
| Gateway | - 33 | 659 | 2 | 657 | 328 | ||
| Ilot Ecluse | - 22 | 361 | 8 | 354 | 177 | ||
| Immo Keyenveld 1 | - 31 | 522 | 564 | - 41 | - 21 | 280 | |
| Immo Keyenveld 2 | - 20 | 523 | 576 | - 53 | - 26 | 286 | |
| Immo PA 33 1 | 4 652 | -1 417 | 7 280 | 3 582 | 3 697 | 1 849 | 530 |
| Immo PA 44 1 | 2 950 | 429 | 3 928 | 3 085 | 842 | 421 | 488 |
| Immo PA 44 2 | 8 850 | 1 472 | 12 301 | 9 199 | 3 102 | 1 551 | 1 345 |
| Kons Investment | -68 470 | 0 | |||||
| Les Deux Princes Develop. |
3 024 | - 167 | 11 394 | 11 495 | - 101 | - 51 | 1 898 |
| M1 | -1 343 | 52 351 | 54 901 | -2 550 | - 850 | 7 141 | |
| M7 | 4 039 | 312 | 9 020 | 8 609 | 411 | 137 | 814 |
| ODD Construct | - 2 | 62 | 2 | 60 | 30 | ||
| RAC3 | 396 | 137 | 9 223 | 1 766 | 7 456 | 2 983 | 723 |
| RAC4 | -1 120 | 27 921 | 18 887 | 9 034 | 3 614 | 7 596 | |
| RAC4 Develop. | - 11 | 1 096 | 107 | 989 | 396 | ||
| RAC5 | - 185 | 12 471 | 350 | 12 121 | 4 848 | ||
| SPV WW 13 | - 3 | 2 | 3 | - 1 | |||
| Unipark | 4 683 | 137 | 16 034 | 10 973 | 5 061 | 2 530 | |
| Universalis Park 2 | - 84 | 20 582 | 23 229 | -2 648 | -1 324 | 5 326 | |
| Universalis Park 3 | - 110 | 29 165 | 32 898 | -3 733 | -1 867 | 6 952 | |
| Universalis Park 3AB | 3 248 | 869 | 6 556 | 6 469 | 87 | 43 | 226 |
| Universalis Park 3C | 1 724 | 462 | 1 185 | 942 | 243 | 121 | 156 |
| Vilpro | - 15 | ||||||
| TOTAL JOINT VENTURE S |
40 143 | -70 148 | 253 761 | 215 457 | 38 303 | 16 759 | 42 735 |
| Dhr Clos du Château | 32 | - 8 | 1 576 | 1 476 | 100 | 33 | 138 |
| Graspa Dev. | -1 292 | 24 551 | 26 173 | -1 622 | - 406 | 406 | |
| Nafilyan* | 94 657 | 3 185 | 83 446 | 81 593 | 1 853 | 10 000 | |
| TOTAL ASSOCIATE S |
94 689 | 1 885 | 109 573 | 109 242 | 331 | 9 628 | 544 |
| TOTAL JOINT VENTURE S AND ASSOCIATE S |
134 832 | -68 263 | 363 334 | 324 699 | 38 635 | 26 387 | 43 279 |
| Ma in components of a ssets and liabilities : | INVENTORIE S | FINANCIAL DEBTS |
|||
|---|---|---|---|---|---|
| Inventories | 225 757 | CBD International | 21 780 | - | |
| Cash and cash equivalents | 24 804 | M1 M7 | 57 281 | 33 678 | |
| Receivables and other assets | 13 151 | RAC(s) | 27 004 | ||
| Non-current financial debts | 88 315 Universalis Park | 66 428 | 44 758 | ||
| Current financial debts | 12 227 Solvay | 27 562 | 10 096 | ||
| Shareholder's loans | 111 692 | Graspa | 24 120 | 11 632 | |
| Other liabilities | 30 872 | Other | 1 583 | 377 | |
| TOTAL | 263 7 12 | 243 106 | Tota l | 225 758 | 100 541 |
| COMPRE | FIGURES 100% | TOTAL EQUITY ALLOCATED TO |
SHARE HOLDER |
||||
|---|---|---|---|---|---|---|---|
| AS AT 31 DECEMBER 2016 |
TURNOVER | HENSIVE INCOME |
TOTAL ASSETS | TOTAL LIABILITIES |
TOTAL EQUITY | THE GROUP | LOANS BY |
| THE GROUP | |||||||
| Argent Office | - | 181 | - | - | - | - | - |
| Bella Vita | 9 941 | 567 | 16 306 | 4 459 | 11 847 | 5 924 | - |
| CBD International | - | - 388 | 21 692 | 23 667 | -1 975 | - 988 | 8 155 |
| Château de Beggen | - | 167 | 2 144 | 1 521 | 623 | 312 | - |
| Fanster Enterprise | - | 66 | 2 609 | 39 | 2 571 | 1 285 | - |
| Foncière du Parc | - | - 2 | 346 | 3 | 344 | 172 | - |
| Gateway | - | - 62 | 1 205 | 61 | 1 144 | 572 | - |
| Ilot Ecluse | - | - 2 | 385 | 9 | 376 | 188 | - |
| Immo Keyenveld 1 | - | - 26 | 581 | 592 | - 11 | - 5 | 122 |
| Immo Keyenveld 2 | - | - 20 | 553 | 586 | - 33 | - 17 | 122 |
| Immo PA 33 1 | 31 710 | 3 823 | 17 483 | 6 568 | 10 914 | 5 457 | - |
| Immo PA 44 1 | - | - 236 | 5 814 | 5 400 | 414 | 207 | 1 238 |
| Immo PA 44 2 | - | - 668 | 17 472 | 15 841 | 1 630 | 815 | 3 499 |
| Pef Kons Invest. | - | - 912 | 156 029 | 125 287 | 30 742 | 10 246 | 11 368 |
| Les Deux Princes | - | - 3 | 5 105 | 5 039 | 66 | 33 | 1 884 |
| Develop. | |||||||
| M1 | - | - 212 | 47 076 | 48 284 | -1 208 | - 402 | 5 210 |
| M7 | - | - 55 | 4 248 | 4 149 | 99 | 33 | 649 |
| RAC 2 | 2 200 | - 110 | - | - | - | - | - |
| RAC 3 | 4 874 | 719 | 9 092 | 1 773 | 7 319 | 2 928 | 670 |
| RAC 4 | - | - 493 | 26 930 | 8 866 | 18 064 | 7 226 | 3 429 |
| RAC 5 | 12 267 | 4 395 | 12 305 | 0 | 12 305 | 4 922 | - |
| Société Espace | - | - 41 | - | - | - | - | - |
| Léopold | |||||||
| Universalis Park 2 | - | - 54 | 20 332 | 22 895 | -2 563 | -1 282 | 5 170 |
| Universalis Park 3 | - | - 70 | 28 790 | 32 413 | -3 624 | -1 812 | 6 743 |
| Universalis Park 3AB | - | - 15 | 6 227 | 7 008 | - 782 | - 391 | 152 |
| Universalis Park 3C | - | - 9 | 1 712 | 1 931 | - 219 | - 110 | 128 |
| Vilpro | - | - 10 | 1 084 | 863 | 221 | 111 | 434 |
| TOTAL JOINT VENTURES |
60 992 | 6 531 | 405 521 | 317 257 | 88 265 | 35 424 | 48 973 |
| DHR Clos du Château | - | - 253 | 1 594 | 1 485 | 109 | 36 | 300 |
| Graspa Develop. | - | - 612 | 23 377 | 23 667 | - 290 | - 72 | 3 195 |
| TOTAL | |||||||
| ASSOCIATES | - | - 865 | 24 971 | 25 152 | - 181 | - 36 | 3 495 |
| TOTAL JOINT VENTURES AND ASSOCIATES |
60 992 | 5 666 | 430 492 | 342 409 | 88 084 | 35 387 | 52 468 |
| Main components of assets and liabilities : | FINANCIAL | ||||
|---|---|---|---|---|---|
| INVENTORIES | 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 | 176 866 | 314 308 |
|---|---|---|
| Amount of debts guaranteed by above securities | 100 541 | 180 675 |
For the main debts towards credit institutions mentioned above, the company IMMOBEL SA has engaged itself to provide the necessary financial means in order to bring the different 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 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 | ||||
|---|---|---|---|---|---|
| 31/12/2017 | 31/12/2016 | 31/12/2017 | 31/12/2016 | ||
| Tax losses | 700 | - | - | ||
| Inventories | 3 487 | 4 988 | 6 361 | 2 544 | |
| Financial debts | 112 | 785 | |||
| Derivative financial instruments | 568 | 568 | 32 | 32 | |
| Other assets and liabilities | - | - | 114 | 227 | |
| TOTAL | 4 168 | 7 041 | 6 507 | 2 803 | |
| VALUE AS AT 1 JANUARY | 7 041 | 2 803 | |||
| Assets / Liabilities from the | |||||
| reverse acquisition | |||||
| Disposals | - | ||||
| Deferred tax recognised in the | |||||
| consolidated statement of | -2 875 | 3 704 | |||
| comprehensive income | |||||
| VALUE AS AT 31 DECEMBER | 4 166 | 6 507 |
| TEMPORARY DIFFERENCES OR TAX LOSSES FOR WHICH NO DEFERRED TAX | |
|---|---|
| ASSETS ARE RECOGNISED IN THE BALANCE SHEET, FROM WHICH: | 52 384 |
| Expiring at the end of 2018 | 1 132 |
| Expiring at the end of 2019 | 9 149 |
| Expiring at the end of 2020 | 794 |
| Expiring at the end of 2021 | 687 |
| Expiring at the end of 2022 | |
| Not time-limited | 40 623 |
Inventories consist of buildings and land acquired for development and resale. Allocation of inventories by segment is as follows:
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Offices | 153 239 | 120 842 |
| Residential | 275 676 | 225 381 |
| Landbanking | 89 599 | 96 892 |
| TOTAL INVENTORIES | 518 514 | 443 115 |
Allocation of the inventories by country is as follows:
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Belgium | 333 020 | 340 144 |
| Grand-Duchy of Luxembourg | 95 850 | 43 901 |
| Poland | 89 644 | 59 070 |
| TOTAL INVENTORIES | 518 514 | 443 115 |
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| INVENTORIE S AS AT 1 JANUARY | 443 115 | 175 414 |
| Assets from the reverse acquisition | 294 789 | |
| Fair value adjustments resulting from the business combination | 3 633 | |
| Changes in scope of consolidation | -17 201 | |
| Capitalization of rents received and to be received | -18 424 | |
| Purchases of the year | 56 926 | 108 039 |
| Developments | 115 538 | 114 183 |
| Disposals of the year | -106 713 | -219 902 |
| Borrowing costs | 9 648 | 2 589 |
| Write off | - 5 | |
| CHANGE S FOR THE YEAR | 75 399 | 267 701 |
| INVENTORIE S AS AT 31 DECEMBER | 518 514 | 443 115 |
| Break down of the movements of the year per segment: |
Purcha ses | Development | Disposa ls | Borrowing costs | Net |
|---|---|---|---|---|---|
| Offices | 246 | 38 071 | -7 395 | 1 644 | 32 566 |
| Residential | 56 680 | 70 014 | -86 412 | 7 833 | 48 115 |
| Landbanking | 7 452 | -12 906 | 171 | -5 283 | |
| Tota l | 56 926 | 115 538 | -106 7 13 | 9 648 | 75 399 |
| Break down of the movements of the year per geographical area : |
Purcha ses | Development | Disposa ls | Borrowing costs | Net |
| Belgium | 10 728 | 63 362 | -87 053 | 6 018 | -6 945 |
| Grand-Duchy of Luxembourg |
46 198 | 22 465 | -19 660 | 2 767 | 51 770 |
| Poland | 29 711 | 863 | 30 574 | ||
| Tota l | 56 926 | 115 538 | -106 7 13 | 9 648 | 75 399 |
| The value of the stock to be recovered in : | |
|---|---|
| 12 months | 98 823 |
| > 12 months | 419 690 |
| Breakdown of the stock by type: | |
|---|---|
| Without permit | 208 103 |
| Permit obtained, but not yet in development | 24 779 |
| In development | 285 631 |
Trade receivables refer to the following segments:
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Offices | 839 | 1 163 |
| Residential | 10 078 | 5 642 |
| Landbanking | 777 | 5 307 |
| TOTAL TRADE RECEIVABLES | 11 694 | 12 112 |
The analysis of the delay of payment arises as follows:
| Due < 3 months | 6 650 | 6 088 |
|---|---|---|
| Due > 3 months < 6 months | 231 | 401 |
| Due > 6 months < 12 months | 406 | 386 |
| Due > 1 year | 1 962 | 2 672 |
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 2017 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 are as follows:
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| BALANCE AT 1 JANUARY | 301 | 22 |
| Additions | -26 | 65 |
| Merger IMMOBEL / ALLFIN GROUP | 214 | |
| MOVEMENTS OF THE YEAR | -26 | 301 |
| BALANCE AT 31 DECEMBER | 275 | 323 |
The components of this line item are:
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Other receivable | 28 217 | 29 053 |
| of which : advances and guarantees paid acomptes et garanties versées | 6 974 | 3 600 |
| taxes (other than income taxes) and VAT receivable | 7 445 | 5 307 |
| advances and guarantees paid | 1 094 | - |
| receivable on sale (escrow account) | 358 | 1 066 |
| grants and allowances receivable | 11 033 | 16 311 |
| other | 1 313 | 2 769 |
| Deferred charges and accrued income | 7 846 | 3 418 |
| of which: on projects in development | 7 474 | 3 082 |
| other | 372 | 336 |
| TOTAL OTHER CURRENT ASSETS | 36 063 | 32 47 1 |
| and are related to the following segments: | 31/12/2017 | 31/12/2016 |
|---|---|---|
| Offices | 14 587 | 3 052 |
| Residential | 20 391 | 26 712 |
| Landbanking | 1 085 | 2 707 |
| TOTAL OTHER CURRENT ASSETS | 36 063 | 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 EUR - 235 504 thousand as at 31 December 2017 compared to EUR - 201 472 thousand as at 31 December 2015.
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Cash and cash equivalents | 147 926 | 120 638 |
| Financial debts | 330 090 | 281 578 |
| Financial debts | 68 816 | 40 532 |
| NET FINANCIAL DEBT | -250 980 | -201 472 |
The Group's gearing ratio (net financial debt / equity) is 81 % at 31 December 2017.
Cash deposits and cash at bank and in hand amount to EUR 147 926 thousand compared to EUR 120 638 thousand at the end of 2065, representing an increase of EUR 27 288 thousand. The available cash are as follows:
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Term deposits with an initial duration of maximum 3 months | 60 000 | - |
| Cash at bank and in hand | 87 926 | 120 638 |
| AVAILABLE CASH AND CASH EQUIVALENTS | 147 926 | 120 638 |
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. An amount of EUR 12.705 thousand relates to cash at bank pledged as a security for debt obligations. The relating bank accounts can only be used for expenditures directly linked to the related construction project.
Financial debts increase with EUR 71 320 thousand, from EUR 322 110 thousand at 31 December 2016 to EUR 393 430 thousand at 31 December 2017. The components of the financial debts are as follows:
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Non subordinated debentures: | ||
| - Bond issue maturity 28-03-2018 at 5,50% - nominal amount 60 MEUR | 59 666 | |
| - 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 | 35 518 | 35 425 |
| - Bond issue maturity 31-05-2022 at 3,00% - nominal amount 100 MEUR | 99 647 | |
| Credit institutions | 194 925 | 184 177 |
| NON CURRENT FINANCIAL DEBTS | 330 090 | 281 578 |
| Non subordinated debentures: | ||
| - Bond issue maturity 28-03-2018 at 5,50% - nominal amount 60 MEUR | 59 936 | |
| - Bond issue maturity 28-03-2018 at 5,50% - fair value adjustment | 330 | |
| Credit institutions | 3 074 | 36 581 |
| Bonds - not yet due interest | 5 476 | 3 951 |
| CURRENT FINANCIAL DEBTS | 68 816 | 40 532 |
| TOTAL FINANCIAL DEBTS | 398 906 | 322 110 |
| Financial debts at fixed rates | 195 431 | 97 401 |
| Financial debts at variable rates | 197 999 | 220 758 |
| Bonds - not yet due interest | 5 476 | 3 951 |
| Amount of debts guaranteed by securities | 197 999 | 220 758 |
| Book value of Group's assets pledged for debt securities | 385 919 | 402 374 |
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| FINANCIAL DEBTS AS AT 1 JANUARY | 322 110 | 178 751 |
| Contracted debts | 168 833 | 107 009 |
| Repaid debts | -95 944 | -133 627 |
| Financial debts 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 | -1 980 | -3 524 |
| Bons - paid interest | -2 340 | |
| Bonds - not yet due interest | 5 476 | 3 951 |
| Amortization of deferred debt issue expenses | 411 | 339 |
| CHANGE S FOR THE YEAR | 76 796 | 143 359 |
| FINANCIAL DEBTS AS AT 31 DECEMBER | 398 906 | 322 110 |
All the financial debts are denominated in EUR. 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, 2017 of a Corporate credit line of 10 MEUR, unused at December 31, 2017. This credit line is due in June 2020. At December 31, 2016 IMMOBEL had two Corporate credit lines, one of 60 MEUR and another one of 30 MEUR. These two credit lines have expired in 2017.
95ACCOUNTS
Moreover, IMMOBEL disposes at December 31, 2017 of confirmed bank credit lines for EUR 385 million of which EUR 198 million used at end of December 2017. At December 31, 2016 IMMOBEL had confirmed bank credit lines for EUR 234 million of which EUR 195 were used. These credit lines (project financing credits) are specific for certain projects in development.
At December 31, 2017, the book value of Group's assets pledged to secure the corporate credit and the project financing credits amounts to EUR 386 million, compared to EUR 402 million at 31 December 2016.
The table below summarizes the maturity of the financial liabilities of the Group:
| DUE IN | 2018 | 2019 | 2020 | 2021 | 2022 | 2024 | Tota l |
|---|---|---|---|---|---|---|---|
| Bonds | 60 000 | 35 650 | - | 100 000 | - | 195 650 * | |
| Project financing credits |
80 319 | 87 682 | 45 803 | 8 600 | 11 150 | 233 554 | |
| Interests to be paid | 12 425 | 9 048 | 3 843 | 3 257 | 3 257 | 145 | 31 975 |
| TOTAL AMOUNT OF DEBTS |
152 744 | 132 380 | 49 646 | 3 257 | 111 857 | 11 295 | 461 179 |
* The amount on the balance sheet, EUR 97 401 thousand, includes EUR 559 thousand charges to be amortized until maturity in 2018 and 2019.
Based on the situation as per 31 December 2017, each change in interest rate of 1 % involves an annual increase or decrease of the interest charge on debts at variable rate of EUR 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:
| Period | Instru-ments | Strike | Notiona l amounts |
|---|---|---|---|
| 09/2015 - 09/2018 | IRS bought | 0,10% | 26 000 |
| 09/2014 - 12/2019 | IRS bought | 0,86% | 47 074 |
| Tota l | 73 074 |
Based on the situation as per December 31, 2017, each change in interest rate of 1 % involves an annual increase or decrease of the fair value of the financial instruments of EUR 917 thousand.
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 those have not been designated as cash flow hedges.
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 analysed 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 | ||||||
|---|---|---|---|---|---|---|
| Ca rrying | Fa ir va lue | |||||
| Level of the | amount | trough profit or | Fa ir va lue | |||
| fa ir va lue | 31-12-2017 | Amortized cost | loss | 31-12-2017 | ||
| ASSE TS | ||||||
| Cash and cash equivalents | Niveau 1 | 147 926 | 147 926 | 147 926 | ||
| Other non-current financial assets | Niveau 2 | 1 259 | 1 259 | 1 259 | ||
| Other non-current assets | Niveau 2 | 5 623 | 5 623 | 5 623 | ||
| Advances to joint ventures and associates |
Niveau 2 | 43 279 | 43 279 | 43 279 | ||
| Trade receivables | Niveau 2 | 11 694 | 11 694 | 11 694 | ||
| Other operating receivables | Niveau 2 | 36 063 | 36 063 | 36 063 | ||
| Other current financial assets | Niveau 2 | 768 | 768 | 768 | ||
| TOTAL | 203 333 | 203 333 | 246 612 | |||
| LIABILITIE S | ||||||
| Interest-bearing debt | Niveaux 1 et 2 | 393 100 | 393 100 | 393 430 | ||
| Trade payables | Niveau 2 | 41 493 | 41 493 | 41 493 | ||
| Other operating payables | Niveau 2 | 45 428 | 45 428 | 45 428 | ||
| Derivative financial instruments | Niveau 2 | 1 568 | 1 568 | 1 568 | ||
The Company starts only new projects in case of appropriate financing by corporate, specific financing or pre-sale. Therefore, the cash risk related to the progress of a project is very limited.
TOTAL 481 589 480 021 1 568 481 919
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 2017, 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 developed in Poland has been determined to be the EUR, reducing significantly the exchange risk.
The equity amounts to EUR 303 578 thousand compared to EUR 314 949 thousand as at 31 December 2016, representing a decrease of EUR 11 371 thousand. The explanation of the change in equity is given in the consolidated statement of changes in equity.
A gross dividend of EUR 2.20 per share (excluding treasury shares) was proposed by the Board of Directors on March 13, 2018. It will be submitted to the shareholders for approval at the general meeting. The appropriation of income has not been recognized in the financial statements as of December 31, 2017.
| Number of shares at 31 December 2017 | 9.997.356 |
|---|---|
| Number of shares fully paid at 31 December 2017 | 9.997.356 |
| Treasury shares at 31 December 2017 | 1.225.603 |
| Nominal value per share | 9,74 |
| Number of sha res a t 1 Janua ry 2017 | 9.997 .356 |
| Number of trea sury sha res a t 1 Janua ry 2017 | -1.225.603 |
| Treasury shares granted to a member of the executif comité | 4.795 |
| Number of sha res a t 31 December 2017 | 8.7 76.548 |
It is reminded that the Shareholders have decided on November 17th, 2016 and on May 24th, 2017 to approve a performance share plan « Performance Share Plan 2017-2019 ». This plan will grant yearly, under certain conditions, Performance Shares to the Executive Chairman, to the Chief Executive Officer and to other Members of the Executive Committee. These "Performance Shares", offered free of charge to the beneficiaries, will vest definitively after a period of three full calendar years, if they meet the predefined performance targets. In 2017, a total of 4,979 shares have been granted subject to the achievement of the 100 % performance objectives.
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.
| 31/12/2017 | |
|---|---|
| STATEMENT OF FINANCIAL POSITION | |
| Present value of the defined benefit obligations | 1 870 |
| Fair value of plan assets at the end of the period | -1 198 |
| NE T LIABILITY ARISING FROM DE FINED BENE FIT OBLIGATION | 672 |
| SATEMENT OF COMPREHENSIVE INCOME | |
| Current service cost | - 73 |
| Interest cost on the defined benefit obligation | - 15 |
| Interest income on plan assets | 15 |
| Administration costs | - 4 |
| DE FINED BENE FIT COSTS RECOGNIZED IN PROFIT OR LOSS | - 7 7 |
| Actuarial (gains) / losses on defined benefit obligation arising from | |
| - changes in financial assumptions | 106 |
| - return on plan assets (excluding interest income)1 | |
| - experience adjustments | - 666 |
| REMEASUREMENTS OF NE T DE FINED BENE FIT LIABILITY RECOGNISED IN OTHER COMPREHENSIVE INCOME |
- 560 |
| DE FINED BENE FIT COSTS | - 637 |
| PRE SENT VALUE OF THE OBLIGATIONS AS AT 1 JANUARY | 2 899 |
|---|---|
| Current service cost | 73 |
| Interest cost | 15 |
| Contributions from plan participants | 16 |
| Actuarial (gains) losses | 452 |
| Benefits paid | -1 585 |
| PRE SENT VALUE OF THE OBLIGATIONS AS AT 31 DECEMBER | 1 870 |
| FAIR VALUE OF THE PLAN ASSE TS AS AT 1 JANUARY | 2 797 |
|---|---|
| Interest income | 15 |
| Contributions from employer | 67 |
| Contributions from plan participants | 16 |
| Benefits paid | -1 585 |
| Return on plan assets (excluding interest income)1 | - 108 |
| Administration costs | - 4 |
| FAIR VALUE OF THE PLAN ASSE TS AS AT 31 DECEMBER | 1 198 |
| Discount rate | 1,10% |
|---|---|
| Future salary increases | 3,30% |
| Inflation rate | 1,80% |
| Mortality Table | MR/FR-3 |
| Discount rate | 0,60% | 1,10% | 1,60% |
|---|---|---|---|
| Amount of the DBO | 1 977 | 1 870 | 1.771 |
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 EUR -560 thousand. The accumulated amount of actuarial gains and losses recognized in other comprehensive income equals EUR 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 minimum guaranteed rate as follows:
The components of provisions are as follows:
| 31/12/2017 | 31/12/2016 | |||
|---|---|---|---|---|
| Provisions related to the sales | 1 354 | 1 776 | ||
| Other provisions | 1 | 4 | ||
| TOTAL PROVISIONS | 1 355 | 1 780 | ||
| Rela ted to the sa les |
Other | |||
| PROVISIONS AS AT 1 JANUARY | 1 7 76 | 4 | 1 780 | |
| Increase | ||||
| Use | - 422 | - 3 | - 425 | |
| Reversal | ||||
| Merger IMMOBEL / ALLFIN GROUP | ||||
| CHANGE S FOR THE YEAR | - 422 | - 3 | - 425 | |
| PROVISIONS AS AT 31 DECEMBER | 1 354 | 1 | 1 355 |
Allocation by segment is as follows:
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Offices | 1 041 | 1 466 |
| Residential | 219 | 219 |
| Landbanking | 95 | 95 |
| TOTAL PROVISIONS | 1 355 | 1 780 |
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:
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Offices | 17 412 | 13 637 |
| Residential | 20 001 | 16 276 |
| Landbanking | 4 080 | 4 353 |
| TOTAL TRADE PAYABLES | 41 493 | 34 266 |
| Of which current trade payables | 41 493 | 33 763 |
The components of this account are:
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Personnel debts | 450 | 749 |
| Taxes (other than income taxes) and VAT payable | 2 784 | 5 804 |
| Advance on sales | 8 894 | 1 610 |
| Advances from joint ventures and associates | 7 166 | 9 220 |
| Accrued charges and deferred income | 1 749 | 1 086 |
| Operating grants | 1 498 | 4 711 |
| Acquisition price | 13 320 | |
| Other | 4 091 | 3 319 |
| TOTAL OTHER CURRENT LIABILITIE S | 39 952 | 26 499 |
Other current liabilities are related to the following segments:
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Offices | 10 013 | 12 674 |
| Residential | 29 003 | 11 291 |
| Landbanking | 936 | 2 534 |
| TOTAL OTHER CURRENT LIABILITIES | 39 952 | 26 499 |
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Guarantees from third parties on behalf of the Group with respect to: | ||
| - inventories | 189 353 | 126 176 |
| - other assets | 114 | 111 |
| TOTAL GUARANTE E S FROM THIRD PARTIE S ON BEHALF OF THE GROUP | 189 467 | 126 287 |
| These guarantees consist of: | ||
| - guarantees "Real estate trader" (acquisitions with registration fee at reduced rate) | 27 409 | 31 409 |
| - guarantees "Law Breyne" (guarantees given in connection with the sale of houses | ||
| or apartments under construction) | 139 995 | 71 513 |
| - guarantees "Good end of execution" (guarantees given in connection with the execution of works) and "other" (successful completion of payement, rental,…) |
22 063 | 23 365 |
| TOTAL GUARANTE E S FROM THIRD PARTIE S ON BEHALF OF THE GROUP | 189 467 | 126 287 |
| Mortgage power - Amount of inscription | 751 271 | 593 139 |
| Book value of Group's assets pledged for debt securities related to investment property | ||
| and inventory as a whole | 385 919 | 402 374 |
| BOOK VALUE OF PLEDGED GROUP'S ASSE TS | 385 919 | 402 374 |
| Amount of debts guaranteed by above securities | ||
| - Non current debts | 194 925 | 184 177 |
| - current debts | 3 074 | 36 581 |
| TOTAL AMOUNT OF DEBTS GUARANTE ED | 197 999 | 220 758 |
The change in working capital by nature is established as follows:
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Inventories, including acquisition and sales of entities that are not considered as business combinations |
-65 751 | 13 371 |
| Trade receivables & Other current assets | -3 999 | 33 550 |
| Trade payables & Other current liabilities | 23 888 | -20 815 |
| CHANGE IN WORKING CAPITAL | -45 862 | 26 106 |
RELATIONSHIPS WITH SHAREHOLDERS – MAIN SHAREHOLDERS
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| A³ Capital NV & A³ Management BVBA | 58,77% | 58,77% |
| Capfi Delen Asset Management n.v. | 4,12% | 4,12% |
| IMMOBEL (treasury shares) | 12,30% | 12,30% |
| Number of representa tive capita l sha res | 9 997 356 | 9 997 356 |
These are the remuneration of members of the Executive Committee and of the Board of Directors.
| (01.01.2017-31.12.2017) | Executive Chairman | CEO | Executive Committee1 |
|---|---|---|---|
| Basic remuneration | 325,000 | 310,000 | 1,080,1672 |
| Variable remuneration STI | 67,031 | 100,000 | 207,381 |
| Variable remuneration LTI | 1,806 shares | 1,722 shares | 1,451 shares |
| Individual pension commitment |
None | None | None |
| Other | 25,0003 | None | 2,7584 |
The relationships with joint ventures and associates consist mainly of loans or advances, whose amounts are recorded in the balance sheet in the following accounts:
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Investments in joint ventures and associates - shareholder's loans (note 14) | 24 345 | 34 827 |
| Other current assets | 18 934 | 17 788 |
| Other current liabilities | 7 166 | 9 220 |
| Interest income | 1 092 | 1 184 |
| Interest expense | 344 | 72 |
See note 14 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 13th March 2018 when the financial statements were approved by the Board of Directors.
1 See composition of the Executive Committee at December 31st, 2017 above.
2 The amounts paid to Mr Karim ZOUAOUI and Mr Nicolas BILLEN, and/or their respective companies, until respectively July 12th, 2017 and September 30th, 2017 included.
3 This amount represents a contribution for vehicle expenses.
4 This amount represents the reimbursement of GSM costs.
SUBSIDIARIES SUBSIDIARIES– -FULLY fully CONSOLIDATED consolidated
| 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 SA | 0478 120 522 | Brussels | 100,00 |
| BULL'S EYE PROPERTY LUX SA | B 138 135 | Luxembourg | 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 | Luxembourg | 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 | Luxembourg | 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 | Luxembourg | 100,00 |
| IMMOBEL LUX SA | B 130 313 | Luxembourg | 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 | - | Luxembourg | 100,00 |
| INFINITY WORKING & SHOPPING SA | - | Luxembourg | 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 |
| MÖBIUS CONSTRUCT NV | Brussels | 100,00 | |
| MONTAGNE RESIDENTIAL NV | 0837 806 420 | Brussels | 100,00 |
| MOULIN SA | B 179 263 | Luxembourg | 100,00 |
| SUBSIDIARIES - fully consolidated | GROUPE INTEREST (%) |
||
|---|---|---|---|
| COMPANY | INTEREST (%) (Economic |
||
| NAME | COMPANY NUMBER |
HEAD OFFICE | (Economic interest) |
| NAME | NUMBER | HEAD OFFICE | interest) |
| OD 214 Sp. z.o.o. | 0000 53 59 20 | Warsaw | 100,00 |
| 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 |
| OKRAGLAK DEVELOPMENT Sp. z.o.o. | 0000 26 74 81 | Warsaw | 100,00 |
| PERCIPI NV | 0478 273 940 | Brussels | 100,00 |
| PERCIPI NV | 0478 273 940 | Brussels | 100,00 |
| POLVERMILLENSARL | B 207 813 | Luxembourg | 100,00 |
| POLVERMILLENSARL | B 207 813 | Luxembourg | 100,00 |
| QUOMAGO SA | 0425 480 206 | Brussels | 100,00 |
| QUOMAGO SA | 0425 480 206 | Brussels | 100,00 |
| RIGOLETTO NV | 0536 987 545 | Brussels | 100,00 |
| RIGOLETTO NV | 0536 987 545 | Brussels | 100,00 |
| PRINCE ROYAL CONSTRUCT NV | 0633 872 927 | Brussels | 100,00 |
| PRINCE ROYAL CONSTRUCT NV | 0633 872 927 | Brussels | 100,00 |
| t ZOUT CONSTRUCT NV | 0656 754 831 | Brussels | 100,00 |
| t ZOUT CONSTRUCT NV | 0656 754 831 | Brussels | 100,00 |
| TORRES INVESTMENT Sp. z.o.o. | 0000 34 75 83 | Warsaw | 100,00 |
| TORRES INVESTMENT Sp. z.o.o. | 0000 34 75 83 | Warsaw | 100,00 |
| TRACTIM SARL | B 98 174 | Luxembourg | 100,00 |
| TRACTIM SARL | B 98 174 | Luxembourg | 100,00 |
| VAARTKOM NV | 0656 758 393 | Brussels | 100,00 |
| VAARTKOM NV | 0656 758 393 | Brussels | 100,00 |
| VAL D'OR CONSTRUCT NV | 0656 752 257 | Brussels | 100,00 |
| VAL D'OR CONSTRUCT NV | 0656 752 257 | Brussels | 100,00 |
| VELDIMMO SA | 0430 622 986 | Brussels | 100,00 |
| VELDIMMO SA | 0430 622 986 | Brussels | 100,00 |
| VESALIUS CONSTRUCT NV | 0543 851 185 | Brussels | 100,00 |
| VESALIUS CONSTRUCT NV | 0543 851 185 | Brussels | 100,00 |
| ZIELNA DEVELOPMENT Sp. z.o.o. | 0000 52 76 58 | Warsaw | 100,00 |
| ZIELNA DEVELOPMENT Sp. z.o.o. | 0000 52 76 58 | Warsaw | 100,00 |
| COMPANY | INTEREST (%) INTEREST (%) (Economic |
||
|---|---|---|---|
| NAME | COMPANY NUMBER |
HEAD OFFICE | (Economic interest) |
| NAME | NUMBER | HEAD OFFICE | interest) |
| BELLA VITA SA | 0890 019 738 | Brussels | 50,00 |
| BELLA VITA SA | 0890 019 738 | Brussels | 50,00 |
| CBD INTERNATIONAL Sp. z.o.o. | 0000 22 82 37 | Warsaw | 50,00 |
| CBD INTERNATIONAL Sp. z.o.o. | 0000 22 82 37 | Warsaw | 50,00 |
| CHÂTEAU DE BEGGEN SA | B 133 856 | Luxembourg | 50,00 |
| CHÂTEAU DE BEGGEN SA | B 133 856 | Luxembourg | 50,00 |
| FANSTER ENTERPRISE Sp. z.o.o. | 0000 39 60 31 | Warsaw | 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 |
| FONCIÈRE DU PARC SA | 0433 168 544 | Brussels | 50,00 |
| GATEWAY SA | 0501 968 664 | Brussels | 50,00 |
| GATEWAY SA | 0501 968 664 | Brussels | 50,00 |
| ILOT ECLUSE SA | 0441 544 592 | Gilly | 50,00 |
| ILOT ECLUSE SA | 0441 544 592 | Gilly | 50,00 |
| IMMO KEYENVELD 1 NV | 0845 714 096 | Brussels | 50,00 |
| IMMO KEYENVELD 1 NV | 0845 714 096 | Brussels | 50,00 |
| IMMO KEYENVELD 2 NV | 0845 714 492 | 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 33 1 NV | 0845 710 336 | Brussels | 50,00 |
| IMMO PA 44 1 NV | 0845 708 257 | 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 |
| IMMO PA 44 2 NV | 0845 709 049 | Brussels | 50,00 |
| LES 2 PRINCES DEVELOPMENT NV | 0849 400 294 | Brussels | 50,00 |
| LES 2 PRINCES DEVELOPMENT NV | 0849 400 294 | Brussels | 50,00 |
| M1 SA | B 197 932 | Strassen | 33,33 |
| M1 SA | B 197 932 | Strassen | 33,33 |
| M7 SA | B 197 934 | Strassen | 33,33 |
| M7 SA | B 197 934 | Strassen | 33,33 |
| PEF KONS INVESTMENT SA | B 288 48 | Luxembourg | 33,33 |
| PEF KONS INVESTMENT SA | B 288 48 | Luxembourg | 33,33 |
| RAC 3 NV | 0819 588 830 | Antwerp | 40,00 |
| RAC 3 NV | 0819 588 830 | Antwerp | 40,00 |
| RAC 4 NV | 0819 593 481 | Brussels | 40,00 |
| RAC 4 NV | 0819 593 481 | Brussels | 40,00 |
| RAC5 NV | 0665 775 535 | Antwerp | 40,00 |
| RAC5 NV | 0665 775 535 | Antwerp | 40,00 |
| UNIVERSALIS PARK 2 SA | 0665 921 529 | Brussels | 50,00 |
| UNIVERSALIS PARK 2 SA | 0665 921 529 | Brussels | 50,00 |
| UNIVERSALIS PARK 3 SA | 0665 921 133 | 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 3AB SA | 0665 922 420 | Brussels | 50,00 |
| UNIVERSALIS PARK 3C SA | 0665 921 430 | Brussels | 50,00 |
| UNIVERSALIS PARK 3C SA | 0665 921 430 | Brussels | 50,00 |
| VILPRO NV | 0437 858 295 | 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 |
| NAFILYAN & PARTNERS SAS | 800 676 850 | Paris | 15,00 |
| GRASPA DEVELOPMENT Sp. z.o.o. | 0000 37 38 66 | Warsaw | 25,00 |
Except the mentioned elements on note 14, 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 Hodac5 Chief Executive Officer
Marnix Galle6 Chairman of the Board of Directors
5 Vaste vertegenwoordiger van de vennootschap AHO Consulting bvba
6 Vaste vertegenwoordiger van de vennootschap 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.immobelgroup.com
The statutory auditor issued an unqualified report on the financial statements of IMMOBEL SA.
| ASSE TS | 31/12/2017 | 31/12/2016 |
|---|---|---|
| FIXED ASSE TS | 353 692 | 240 386 |
| Start-up costs | 650 | 726 |
| Intangible fixed assets | 405 | 142 |
| Tangible fixed assets | 820 | 925 |
| Financial fixed assets | 351 818 | 238 593 |
| CURRENT ASSE TS | 242 968 | 342 811 |
| Amounts receivable after one year | 1 802 | 5 367 |
| Stocks and contracts in progress | 68 987 | 92 906 |
| Amounts receivable within one year | 28 889 | 116 934 |
| Treasury shares | 54 786 | 55 000 |
| Cash equivalents | 84 156 | 67 229 |
| Deferred charges and accrued income | 4 349 | 5 375 |
| TOTAL ASSE TS | 596 660 | 583 197 |
| LIABILITIE S | 31/12/2017 | 31/12/2016 |
|---|---|---|
| SHAREHOLDERS' EQUITY | 307 598 | 307 530 |
| Capital | 97 357 | 97 357 |
| Reserves | 107 076 | 107 076 |
| Accumulated profits | 103 166 | 103 097 |
| PROVISIONS AND DE FERRED TAXE S | 789 | 1 486 |
| Provisions for liabilities and charges | 789 | 1 486 |
| DEBTS | 288 273 | 274 181 |
| Amounts payable after one year | 179 743 | 204 603 |
| Amounts payable within one year | 102 577 | 63 975 |
| Accrued charges and deferred income | 5 953 | 5 603 |
| TOTAL LIABILITIE S | 596 660 | 583 197 |
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| Operating income | 14 286 | 28 045 |
| Operating charges | -16 986 | -18 785 |
| OPERATING RE SULT | -2 701 | 9 260 |
| Financial income | 33 908 | 27 078 |
| Financial charges | -12 358 | -12 093 |
| FINANCIAL RE SULT | 21 551 | 14 985 |
| PROFIT OF THE FINANCIAL YEAR BE FORE TAXE S | 18 850 | 24 245 |
| Taxes | 517 | -2 772 |
| PROFIT OF THE FINANCIAL YEAR | 19 367 | 21 473 |
| PROFIT OF THE FINANCIAL YEAR TO BE APPROPRIATED | 19 367 | 21 473 |
| 31/12/2017 | 31/12/2016 | |
|---|---|---|
| PROFIT TO BE APPROPRIATED | 122 464 | 176 156 |
| Profit for the financial year available for appropriation | 19 367 | 21 473 |
| Profit carried forward | 103 097 | 154 683 |
| APPROPRIATION TO EQUITY | 55 000 | |
| To other reserves | 55 000 | |
| RE SULT TO BE CARRIED FORWARD | 103 166 | 103 097 |
| Profit to be carried forward | 103 166 | 103 097 |
| PROFIT AVAILABLE FOR DISTRIBUTION | 19 298 | 18 059 |
| Dividends | 19 298 | 17 534 |
| Other beneficiaries | 525 |
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 writeoffs 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 • ANNUAL REPORT 2017
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.
(Art. 12 of the Articles of Association – excerpt)
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 s/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.immobelgroup.com
Publication of annual accounts 2017: 13 March 2018 Ordinary General Meeting 2018: 24 May 2018 Publication of 2017 half-year results: 30 August 2018 Publication of 2018 annual accounts: 29 March 2019 Ordinary General Meeting 2019: 23 May 2019
BNP Paribas Fortis KBC Bank ING Belgique Banque Degroof
Valéry Autin Tel. : +32 (0)2 422 53 61
CHIEF EDITOR Olivia Vastapane Tel. : +32 (0)2 422 53 30
Snel
DESIGN & PRODUCTION CHR!S - Communication Agency
© J-M Byl (Portraits and projects)
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.
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