Annual Report • Jun 19, 2017
Annual Report
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| O1 | |
|---|---|
| Risk management |
12 |
| O2 | |
| Letter to the shareholders 24 |
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| O3 | |
| Management report |
30 |
| O4 | |
| retail estates on the stock exchange |
76 |
| O5 | |
| Real estate report |
86 |
| O6 | |
| financial report | 120 |
| O7 | |
| permanent document | 184 |
| O8 | |
| Miscellaneous | 206 |
Alternative performance measures are standards that Retail Estates nv uses to measure and track its financial performance. The measures are used in this annual report but are not defined in a law or generally accepted accounting principles (GAAP). The European Securities and Markets Authority (ESMA) has issued guidelines applicable from 3 July 2016 for the use and explanation of alternative performance measures. The terms considered by Retail Estates nv as an alternative performance measure are contained in chapter 8 of this report, Miscellaneous, called "Glossery - Alternative performance measures". The definition, purpose and reconciliation of the alternative performance measures are foreseen as required by the ESMA Directive.
As a result of this directive, the previously used term "net current result" is no longer applicable. The designation has therefore been changed to "EPRA earnings". There is no substantive difference with the previously used term "net current result".
I Retail estates I annual report 2016 - 2017
■ Individual peripheral retail properties
■ Retail clusters and retail parks
■ Other
ARLON
................................. The real estate portfolio of Retail Estates nv consists of retail properties located outside the largest cities of Belgium
"
The key figures below are consolidated figures.
| REAL ESTATE PORTFOLIO | 31/03/17 | 31/03/16 | 31/03/15 |
|---|---|---|---|
| Total retail properties | 668 | 634 | 554 |
| Total lettable area in m² | 748,136 | 708,879 | 611,076 |
| Estimated fair value in EUR | 1,071,361,000 | 1,000,799,000 | 837,121,000 |
| Estimated investment value in EUR | 1,097,917,000 | 1,025,536,000 | 857,862,000 |
| Average rent prices per m² | 95.45 | 95.86 | 92.48 |
| Occupancy rate | 98.13% | 98.22% | 98.78% |
| BALANCE SHEET INFORMATION | |||
|---|---|---|---|
| Shareholders' equity | 514,970,000 | 474,170,000 | 381,212,000 |
| Debt ratio (RREC legislation*, max. 65%) | 50.26% | 49.95% | 51.54% |
| RESULTS | |||
|---|---|---|---|
| Net rental income | 66,024,000 | 61,680,000 | 52,706,000 |
| Property result | 65,465,000 | 61,386,000 | 52,334,000 |
| Property charges | -4,940,000 | -4,504,000 | -3,362,000 |
| General costs and other operating costs and income | -2,941,000 | -2,841,000 | -2,888,000 |
| Operating result before result on the portfolio | 57,584,000 | 54,041,000 | 46,084,000 |
| Result on the portfolio | 13,889,000 | 10,557,000 | 6,610,000 |
| Operating result | 71,473,000 | 64,598,000 | 52,694,000 |
| Financial result | -19,064,000 | -21,774,000 | -17,128,000 |
| Net result | 52,136,000 | 42,035,000 | 35,238,000 |
| EPRA Earnings | 39,115,000 | 36,473,000 | 28,628,000 |
| 31/03/17 | 31/03/16 | 31/03/15 |
|---|---|---|
| 9,008,208 | 8,866,320 | 7,559,473 |
| 9,008,208 | 8,866,320 | 7,559,473 |
| 57.17 | 53.48 | 50.43 |
| 59.29 | 56.66 | 53.68 |
| 58.96 | 56.27 | 53.34 |
| 3.30 | 3.20 | 3.10 |
| 2.310 | 2.336 | 2.325 |
| 4.48% | 4.28% | 4.22% |
| 3.10% | 3.09% | 3.16% |
| 76.90 | 78.00 | 76.64 |
| 77.54 | 73.53 | 64.91 |
| -1.28% | 5.65% | 30.01% |
| 34.51% | 45.85% | 51.97% |
* The Royal Decree of 13 July 2014 (the "RREC R.D.") in execution of the Law of 12 May 2014 (the "RREC Law") on regulated real estate companies (Belgian REITs).
Acquisition of retail park at Frameries, expansion retail park at Verviers with Darcis (chocolatier) and renovation retail park at Westerlo.
New-build project after demolition Tournai - tailor-made project for Leen Bakker
Project development at Nivelles – tailor-made project for Aldi after demolition and reconstruction
.
9
milestone of EUR 700 million
I Retail estates I annual report 2016 - 2017
" The value of out-of-town retail property is mainly determined by the commercial value of the property's location. "
The main risks facing the company are listed below. For each of the listed risks, measures and procedures are in place to assess, control and monitor the effects as much as possible. These measures and procedures are also discussed below.
The board of directors regularly evaluates the company's exposure to risks, the financial impact of these risks and the actions that must be taken to monitor these potential risks, to avoid the risks and/or (where relevant) to limit the impact of these risks.
This list of risks is based on the information that was known at the time of preparation of this report. Other unknown and unlikely risks or risks that are not expected to have a significant adverse effect on the company, its activities and its financial situation may exist. The list of risks included in this chapter is therefore not exhaustive.
The reduced demand from investors for out-of-town retail real estate.
The value of the portfolio is estimated each quarter by independent real estate experts. A decrease in valuation leads to a decrease in shareholder's equity ("NAV") and, consequently, an increase in the debt ratio of the company.
The value of out-of-town retail property is mainly determined by the commercial value of the property's location. Due to the scarcity of good locations, supply and demand tend to exert upward pressure in both the private and
institutional investor markets. The values are generally inflation-proof due to indexation of the rent, but they are interest rate sensitive due to the high debt ratio of many investors. The willingness to invest on the part of institutional investors can temporarily decrease due to macroeconomic factors that affect the availability and cost of credit. Experience shows that the private investor market, which still represents more than 60% of investments, is less sensitive to this.
The Group's lease contracts contain indexation clauses based on the health index, so that annual rental income evolves with the (indexed) inflation rate.
The Group's exposure to inflation mainly concerns costs related to the lease, including those with respect to renovation and investment, which can be indexed on a basis different than the health index, which could allow these costs to increase more quickly than the increase in rents.
The company seeks to reduce the risk of cost increases by making contractual agreements with its suppliers.
Deflation leads to a reduction in economic activity, which in turn results in a general fall in prices.
In the case of deflation, the health index will be negative, so rental income will fall.
The Group is partly protected against the risk of deflation (and a corresponding decrease in rental income). Virtually all of the Group's lease agreements specify that the rental price cannot fall below the level of the base rent (i.e. the base rent applicable when the lease
agreement is concluded). But even in the case of these lease agreements, a decrease in rent to a level that is lower than the current rent but higher than the base price cannot be ruled out.
Impact of online shopping on existing sales channels.
Reduced demand for physical shops due to increased online shopping.
Demand for smaller shops (fewer m²) due to less stock being present in the shops.
Leasing to retailers that integrate the "multichannel" concept into their business model and thus integrate e-commerce into existing shops.
Splitting existing properties into smaller areas.
Description of the risk Impact of external elements such
as terrorism.
Interrupted activity and consequentially loss of the tenant and reduced rental income.
The company is insured against lost rental income for a period of 18 to 36 months (depending on the type of permit to be obtained) due to acts of vandalism or terror.
Impact of falling consumption and a declining economy.
Reduction in demand for shops.
Higher vacancy rates and/or lower rents when re-letting.
Decrease in the fair value of the real estate and consequently also
in Net Asset Value (NAV).
Possible bankruptcies of tenants.
Quality of the tenants with mainly retail chains and a limited annual provision for doubtful debtors (on average about 0.50% of rent per year)
Sectoral diversification of customers and low average contractual rent
Value is determined by the commercial value of the property's location. Retail Estates spreads its investments throughout all major shopping areas in Belgium. These investments are concentrated in Flanders and Wallonia, in particular in the subregions with strong purchasing power.
Usually a bank guarantee of 3 to 6 months is required.
Extreme volatility and uncertainty in the international markets.
May lead to greater difficulty in accessing the stock market to acquire new capital/shareholder's equity, or less liquidity available in the debt capital markets for refinancing outstanding bond loans.
The company aims to build longterm relationships with financial partners and investors, and has unused credit facilities available to absorb liquidity shortages.
Risks in different domains: vacancy, but also lease potential, tenant quality, the ageing of buildings and the evolution in supply and demand in the rental market.
Rental income and cash flow affected by an increase in vacancy and the costs of re-letting
Reduction in the quality and solvency of tenants, resulting in an increase in doubtful debtors, thereby reducing the level of debt collection
Decrease in the fair value of
the real estate portfolio and consequently a decrease in the NAV and an increase in debt ratio
Diversified customer base with a good sectoral spread. Good market knowledge via in-house operational teams with strong know-how and knowledge of the retail business. Weekly follow-up and discussion of debt collection at the property meeting.
Risk of structural and technical deterioration during the life cycle of buildings.
Ageing of buildings, which affects commercial attractiveness.
Loss of income and a long period in which the invested capital does not perform.
Limiting factors and control Management makes every effort to anticipate these risks and, to this end, conducts a consistent policy with respect to maintenance and repairs. In practice, these interventions are limited mainly to the renovation of car parks and roofs.
A large number of buildings in the company's real estate portfolio (and in that of its subsidiaries) were acquired in the context of the acquisition of shares in real estate companies or corporate restructuring such as mergers and (partial) demergers. Real estate companies over which control is acquired are typically absorbed by Retail Estates, which transfers all of the capital, assets as well as liabilities, of these companies to Retail Estates.
There is a risk that hidden liabilities in these transactions will be transferred to Retail Estates.
Management takes the necessary precautions to identify possible risks prior to acquiring control (cf. due diligence with regard among others to technical, financial, fiscal and accounting as well as legal risks) and strives to obtain the necessary contractual guarantees from the seller/supplier.
At a number of locations where the company has shop premises, activities were carried out in the past that were potentially polluting.
Retail Estates is in principle not liable for such - by definition historical - contamination. The activities of the tenants of the company usually only result in a very limited risk of contamination and moreover are the responsibility of the tenant. However, the legislation currently applicable in the three regions provides for complex, time-consuming
procedures when transferring real estate and this can result in research and study costs. The regulations relating to soil transport results in additional costs if contaminated soil must be manipulated during construction work at such contaminated sites.
Retail Estates attempts to integrate environmental issues into due diligence research that typically precedes the acquisition of real estate and, as far as possible, to place responsibility for any soil contamination (including a possible remediation obligation) with the transferor of the property.
Out-of-town commercial real estate is by definition mainly accessible via regional roads. The road network is regularly refurbished with new roundabouts, cycle paths, tunnels etc. in the context of road safety.
" Management makes every effort to anticipate these risks and, to this end, conducts a consistent policy with respect to maintenance and repairs. "
The result of such refurbishment usually increases the commercial value of retail properties, since traffic flow is often slowed and the environment around the shopping areas becomes safer. However, it cannot be ruled out that in exceptional cases access to some shopping areas could become more difficult.
Dialogue with the government to develop constructive solutions in the interests of all stakeholders.
The loss of key figures within the organisation.
The loss of core competencies by the company could lead to a number of objectives being achieved later than planned.
Retail Estates pays the necessary attention to the well-being of its employees. The company's remuneration policy is in line with the market. Great importance is attached to managing the
competences of the team members.
Risk of operational losses due to the failure of internal processes and systems, and human errors or external events (fraud, natural disaster, cybercrime, etc.,…)
Financial loss due to fraud, theft of sensitive data or interruption of activities.
The company has in place a corporate governance charter and trading rules. The trading rules are published on the company's website and are also communicated to the team.
A disaster recovery plan was also developed to ensure that the company's activities can be continued in the event of a disaster or crisis. All data is also backed up in various ways (on
site, off site on tape, and in the cloud).
The necessary measures have also been taken regarding access and security.
For ICT-related services, Retail Estates is supported by an external partner with which an SLA (Service Level Agreement) has been concluded.
Retail Estates is exposed to a liquidity risk that could result in a lack of cash in the case of non-renewal or termination of its financing contracts.
Impossibility to finance acquisitions or developments (via shareholder's equity as well as via debt) or increased costs that reduce the expected profitability.
The lack of financing to repay interest, capital or operating expenses.
Increased cost of debt due to higher bank margins, with an impact on earnings and cash flows.
A conservative and cautious financing strategy with a balanced spread of expiration dates, diversification of funding sources and an extensive group of bank partners.
The company risks an increase in its financial costs that may arise from the evolution of interest rates.
Increased cost of debt results in an impact on earnings and cash flows, and a decrease in profitability.
Strong fluctuations in the value of financial instruments with potential impact on NAV.
In the current context of negative interest rates, the method used by some banks of demanding a floor for the Euribor rate (which is used as a reference in the financing contracts) of 0%, has
a negative effect on the financial costs. Indeed, an asymmetry is present since Retail Estates must pay a negative interest rate for its hedging instrument while the banks use a 0% floor.
The company applies a conservative policy that minimises this interest rate risk.
Retail Estates nv uses interest rate swaps to hedge the interest rate risk on long-term loans concluded at a floating interest rate. The maturity of these instruments is matched to the maturity of the underlying credits. If the Euribor rate (interest rate for short-term loans) falls sharply, the market value of these instruments will undergo a negative change. However, this is an unrealised and non-cash item.
With an interest rate swap, the variable interest rate is exchanged for a fixed interest rate.
The company has limited the risk of "floors" with its 4 major banks as much as possible by allowing floors only for the portion of the credits that are not covered, or by building in floors in the interest rate swaps.
Description of the risk Concluding bank loans and hedging instruments with financial institutions entails a counterparty risk for the company if these financial institutions fail.
Termination of existing credit lines, which must then be refinanced with another bank/financier, which involves restructuring costs and the risk of higher interest costs for the new credits.
This risk is limited by spreading the bank loans and hedging instruments across different bankers.
" A conservative and cautious financing strategy with a balanced spread of expiration dates, diversification of funding sources and an extensive group of bank partners.
"
Risk of the requirements to meet certain financial parameters under the credit agreements not being respected.
Not respecting these covenants may result in early termination of these credits.
The company generally has agreed the following covenants with its bankers and bondholders:
The Belgian BE-REIT Act imposes a maximum debt ratio of 65%.
The company complies with all the covenants required by the banks. In addition, in accordance with Art. 24 of the BE-REIT Belgian Royal Decree, Retail Estates nv submits
a budget forecast with an implementation schedule as long as the consolidated debt ratio, as defined in the same Belgian Royal Decree, is greater than 50%. This describes the measures that will be taken to prevent the consolidated debt ratio from exceeding 65% of consolidated assets. The evolution of the debt ratio is monitored at regular intervals and the influence of any planned investment operation on debt levels is analysed in advance. This obligation has no impact on the company's banking covenant risk.
Changes in regulations, including fiscal, environmental, urban planning, mobility policy and sustainable development as well as new provisions related to the leasing of real estate and the extension of permits with which the company, its real estate, and/or the users to whom the real estate is made available must comply.
Negative influence on business, profits, profitability, the financial situation and prospects.
Constant monitoring of existing, potentially changing or future new laws and regulations and compliance with these, assisted by external specialist advisers.
The lack of proper urban planning permits and permits for specific properties.
Impact on the value of the real estate, since this value is largely determined by the presence of all urban planning permits and permissions under the law on commercial establishments according to the desired use of the property.
If a new use must be allocated to the property due to external circumstances, changes to the permits granted must be requested.
Obtaining such changes is often time-consuming and the process lacks transparency, which causes property to be temporarily vacated, even though tenants had been found for it.
attention to reviewing the urban planning permits when acquiring and developing retail outlets.
In addition, management continuously tries to evaluate changes in urban planning permits and permissions and compliance with these, and to anticipate such changes.
Description of the risk Risk of future changes to the legislation on BE-REITs that would make it no longer possible for the company to enjoy the favourable fiscal transparency system for BE-REITs. The company is also subject to the risk of future adverse changes to this system.
Risk of loss of recognition of the status of public BE-REIT. Loss of the favourable tax system of a BE-REIT and mandatory repayment of certain credits in the case of noncompliance with the rules.
Constant monitoring of legal requirements and compliance with these, assisted by external specialist advisers.
Intensive dialogue with the regulator in the context of prudential oversight of the BE-REITs.
Representation of the company in organisations representing the BE-REIT sector.
The exit tax owed by companies whose assets are taken over by a BE-REIT in the case of (among others) a merger is calculated taking into account Circular Ci.RH. 423/567.729 of the Belgian Tax Authorities of 23 December 2004, whose interpretation or practical application could always change. The "actual value for tax purposes" referred to in this circular is calculated with a deduction of registration fees or VAT (which would apply in the event of a sale
of the assets) and may differ from the fair value of the real estate as recorded in the balance sheet of the public BE-REIT in accordance with IAS 40.
The company has control over one institutional BE-REIT: Retail Warehousing Invest nv. Like Retail Estates nv, Retail Warehousing Invest nv, in its capacity as institutional BE-REIT, is subject to the Belgian BE-REIT Act.
Risk of loss of recognition of the status of public BE-REIT. Loss of the favourable tax system of an REIT and mandatory repayment of certain credits in the case of noncompliance with the rules.
Constant monitoring of legal requirements and compliance with these, assisted by external specialist advisers.
" Constant monitoring of legal requirements and compliance with these, assisted by external specialist advisers. "
Intensive dialogue with the regulator in the context of prudential oversight of the BE-REITs.
Representation of the company in organisations representing the BE-REIT sector.
" The real estate portfolio was selectively expanded with a significant investment in the smalltown province of Hainaut, where we have been weakly represented until now. The investment in the real estate portfolio of Hainaut Retail Invest with its 25 retail outlets valued at EUR 39.33 million has changed this. "
" The value of the real estate portfolio exceeds the milestone of EUR 1 billion and the market value of Retail Estates on the stock market regularly lists at a milestone of EUR 700 million. "
Retail Estates further expanded its investments in out-of-town retail over the past financial year. EUR 62.86 million was invested in expanding the real estate portfolio and optimising the retail properties. This pronounced focus on a dynamic segment of retail in general and the corresponding real estate segment in particular again translated into growth of EPRA earnings per share from EUR 4.23 to EUR 4.39 and an increase in the value of the real estate portfolio which propelled net asset value of the share (IFRS) from EUR 53.48 to EUR 57.17 per share. These results support the profile of our share as that of a steadily growing company with a defensive investment profile.
However, we may not be blind to the daily challenges faced by retailers, our customers. The life cycle of investments in
shop fixtures and concepts is accelerating and the survival of some shop concepts is being called into question, under pressure among others from e-commerce. Consumers are better informed than ever of what the market has on offer and the prices at which they can make their purchases. The expansion of home delivery under pressure from e-commerce has eliminated the "cash-and-carry" concept and the retailer is obliged to expand the products it has at the point of sale with on-line products that need to be included in the sales process. The retailer's logistics process needs to be adapted to accommodate this. We support shopkeepers in the adjustments that this revolution entails in adapting their point of sale. Those who are unable to adapt their shop concept to consumer
" The main indicator of health remains the occupancy rate which was above 98% for the 19th year in a row, with tenant turnover limited to 4.94% in the past year in a retail park with 668 properties. "
demand fast enough are coming under pressure more quickly than ever. The disappearance of "outdated" concepts is not new, but the pressure exerted by the market is unprecedented in high visibility sectors such as clothing and shoes as well as in less eyecatching sectors such as household products and DIY.
The real estate portfolio was
selectively expanded with a significant investment in the small-town province of Hainaut, where we have been weakly represented until now. The investment in the real estate portfolio of Hainaut Retail Invest with its 25 retail outlets valued at EUR 39.33 million has changed this. Investments were also made in expanding the retail parks of Verviers, Westerlo and Wetteren.
In recent years, financing of the company has been strengthened in this regard through a limited number of capital increases amounting to EUR 9.22 million, the issue of new bond loans for an amount of EUR 55 million, and the reservation of part of EPRA earnings for an amount of EUR 8.44 million.
Operational results were also good. The main indicator of health remains the occupancy rate which was above 98% for the 19th year in a row, with tenant turnover limited to 4.94% in the past year in a retail park with 668 properties. The limited loss on debts owed (EUR 0.29 million or 0.39% of gross rental income including costs for the expense of tenants) also reflects the health of the real estate portfolio. When lease agreements in retail parks are
" The company's growth is also supported by its employees. Our team has also been expanded over the past year with special attention given to
management.
"
renewed, significant rent increases are noted that are partly reinvested in renovation or expansion work. Rising or stable rents are obtained at cluster locations. Some solitary locations that were affected by the creation of new retail parks are under greater pressure.
The company's growth is also supported by its employees. Our team has also been expanded over the past year with special attention given to management. Here again there was no deviation from the recruiting principles of recent years that give priority to employees with strong experience in retail. On 1 April 2017 a threemember management team was started that, together with the new legal counsel, will assist the CEO in the day-to-day management of the company.
The proposed dividend for financial year 2016-2017 that we will present for your approval at the next shareholders' meeting
amounts to EUR 3.30 gross (EUR 2.310 net) and represents an increase of more than 3% compared to the dividend for the previous financial year, which is significantly greater than the very low inflation experienced during the same period. Retail Estates will thus distribute EUR 29.73 million of its current profit, and invest the balance of the undistributed profit in the company's growth.
We trust that a reading of our annual report will reinforce your confidence in our company. Our board of directors, together with our 20 employees, is committed to achieving "sustainable growth" that will optimally benefit your investment. While we are not investing in a risk-free environment, we do make use of our knowledge and experience to reduce the risks. In this, our attention in the first place goes to our customers and the consumers that make it possible for retailers to achieve their sales. It was no
" Our board of directors, together with our 20 employees, is committed to achieving "sustainable growth" that will optimally benefit your investment. While we are not investing in a risk-free environment, we do make use of our knowledge and experience to reduce the risks. "
accident that we again chose as slogan "In retail we trust".
Ternat, 19 May 2017
Paul Borghgraef Chairman of the board of directors
Jan De Nys Managing director
O3
| O1 | Strategy – investment in out-of-town retail real estate |
34 | |
|---|---|---|---|
| O2 | Investing via Retail Estates nv Belgian real estate investment trust |
37 | |
| O3 | Significant events in the financial year |
38 | |
| O4 | Comments on the consolidated accounts for financial year 2016-2017 |
45 | |
| Cor | por | ate Go vernance |
|
| O5 | Corporate Governance statement |
49 | |
| 06 | Management of the company |
60 | |
| O7 O | ther parties involved | 69 | |
| O8 | Acquisition and sale of Retail Estates nv shares – insider trading |
70 | |
| O9 I | nformation based on Article 34 of the Belgian Royal Decree of 14 November 2007 |
||
| concerning the obligations of issuers of financial instruments authorised to trade on a regulated market |
70 | ||
| Data in accord ance with the EPRA reference system |
72 |
" Over the past years, Retail Estates nv has concentrated on continuously improving the quality of its properties and the expansion of its real estate portfolio."
> Krüger cente r - Eek l o 12.344m² store area > Polis Center - Luik ( B a rchon ) 11.871m² store area
> Ath Shopping Cente r 5.270m² store area
> T-Forum - Tonge ren 30.930m² store area > V-Mart - Brugge 14.110m² store area > Charleroi (Aiseau - P res les ) 8.182m² store area > Gembloux 8.237m² store area > Lommel 6.938m² store area
> Crescend ' Eau - V e rvie r s 21.711m² store area
> Frunpar k - Wette ren 10.423m² store area > Frunpark - Oudenaa rde 7.953m² store area
> Antwerpen ( M e rksem ) 16.078m² store area > Rocourt 10.955m² store area > Braine l'Alleud 7.331m² store area > Eupen 7.533m² store area > Westelpark - Westerl o
11.102m² store area > Be-MINE Bouleva r d - B e ringen 17.637m² store area
> Frameries 7.653m² store area
Retail Estates nv is a Belgian Real Estate Investment Trust ("BE-REIT"), more specifically a niche company that specialises in investing in outof-town retail real estate located at the periphery of residential areas or along main access roads into urban centres. Retail Estates nv buys these real properties from third parties or builds and markets retail buildings for its own account. The buildings have useful areas ranging between 500m2 and 3,000m2 . A typical retail property has an average area of 1,000m2 .
The most important long-term goal for Retail Estates nv is to assemble, manage and extend a portfolio of out-of-town retail real estate, which ensures steady, long-term growth, due to its location and the quality and diversification of its tenants. The projected growth results both from the value of the asset and the income generated from leasing.
In the short term, this goal is being pursued by continuously monitoring the occupancy level of the portfolio, rental income, and the maintenance and management costs.
The selective purchase and construction of shops at particular locations (so-called 'retail clusters and retail parks') are aimed at simplifying the management and
boosting the value of the portfolio. Retail Estates nv has currently identified 46 clusters in which it is systematically increasing its investments. These represent 68.55% of its portfolio. The clusters are spread throughout Belgium.
Over the past years, Retail Estates nv has concentrated on continuously improving the quality of its properties and the expansion of its real estate portfolio.
In principle, Retail Estates nv rents its properties as a building shell, with the furnishings, fittings and maintenance left to the discretion of the tenants. Retail Estates nv's own maintenance costs are essentially limited to the maintenance of car parks and roofs, and can be planned in advance.
Most of its tenants are well-known retail chains.
As of 31 March 2017, Retail Estates
nv has 668 premises in its portfolio. The retail lettable surface area amounts to 748,136m², while the occupancy rate measured in rented square metres is 98.13%.
A total of 9,742m² of retail area has received planning permission and is under development. This will be reflected in the calculation of the occupancy level upon provisional delivery of the buildings.
On 31 March 2017, the fair value of the real estate portfolio of Retail Estates nv and its subsidiaries is estimated by the independent property experts at EUR 1,071.36 million (excluding transaction costs of 2.50%) and the investment value at EUR 1,097.92 million (including transaction costs).
Retail Estates nv has invested a total of EUR 14.04 million in "Distri-Land" real estate certificates. It currently holds 86.05% of the issued "Distri-Land" real estate certificates. The issuer of these
" In order to reconcile the profitability expectation of Retail Estates nv and its tenants over the long term, special attention is paid to rental rates. "
real estate certificates owns 10 retail properties with a fair value of EUR 17.62 million. During the past financial year, one property in the Distri-Land portfolio was sold (CarpetRight in Hasselt) for an amount of EUR 2.40 million. For this, Retail Estates nv received a net coupon of EUR 1.82 million.
Retail Estates nv seeks to optimise its real estate portfolio, in terms of profitability and potential capital gains, by paying attention to a
number of criteria which serve as guidelines when acquiring real estate:
Based on the insight that management has acquired into the profitability of its tenants, the locations that are selected aim to offer Retail Estates nv's tenants the best chances of success. In this respect, the company seeks to achieve a healthy balance between the supply of retail properties and demand from retailers. The aim in
this is to develop some forty cluster locations and retail parks.
In order to reconcile the profitability expectation of Retail Estates nv and its tenants over the long term, special attention is paid to rental rates. Experience shows that the excessive rents charged by certain project developers result in a high level of customer turnover when sales do not rapidly meet the retailers' expectations.
Retail Estates nv spreads its investments across all major centres in Belgium. In practice, however, it invests little in the Brussels Capital Region due to its extremely low supply of outof-town locations. As a result, the public BE-REIT prefers to concentrate its investments in Flanders and Wallonia and especially in sub-regions with strong purchasing power (mainly the Brussels – Ghent – Antwerp
triangle, and the "green axis" of Brussels – Namur – Luxembourg).
Retail Estates nv has significant experience in developing new shops for its tenants for its own account. Experience shows that such developments offer architecturally attractive retail properties which generate a higher initial income than shops offered on the investment market. The importance of redeveloping out-oftown shopping clusters into large groups of modern, connected retail properties is increasing by the year. Such redevelopments generally make possible an increase in lettable area and a better alignment of the premises with tenants' needs. Another distinct advantage of redevelopments is that parking and road infrastructure is improved, and retail properties are modernised.
Retail Estates nv seeks to have as many different retail sectors as possible represented in its list of tenants, with a preference for sectors known to have valuable retail outlets. In times of economic hardship, not all retail sectors are equally affected by a possible fall in turnover. A good distribution over diverse sectors limits the risks attached to negative economic developments.
Since 24 October 2014, Retail Estates nv is a public Belgian real estate investment trust. In its capacity of public BE-REIT – and with a view to maintaining this status – the company is subject to the BE-REIT legislation, which contains restrictions relative (among others) to the activities, debt ratio and appropriation of the results. As long as it respects the above-mentioned rules, the company benefits from an exceptional tax regime. This regime allows Retail Estates nv to pay virtually no corporate tax on its earnings, thereby ensuring that the result available for distribution is higher than for real estate companies that do not enjoy this status. Retail Estates nv, as a public BE-REIT, also has additional assets
such as its strongly diversified real estate portfolio, and the fact that it has been incorporated for an indefinite period of time.
Investments in out-of-town retail real estate have, over the years, become more attractive, owning to a stricter permit policy adopted by the government, a very limited supply of high-quality shop locations, and the continuously high level of demand. The internationalisation of the retail property market, in conjunction with the shift from city centre to out-oftown shopping, has had a positive influence on the out-of-town retail real estate market. This influence, as well as the tendency to further institutionalise the investment market for out-of-town retail real estate, not only explains the rise in rents, but also the increase in the fair value of this property in the longer term. Moreover, several tenants of the company have incorporated the benefits of distance selling – by means of online selling – in their
" The internationalisation of the retail property market, in conjunction with the shift from city centre to out-of-town shopping, "
retail concept. This tendency even extends to the points of sale, which benefits these companies' market position.
Each Retail Estates nv shareholder owns an investment instrument that can be traded freely and cashed in at any time via Euronext. All shares of Retail Estates nv are held by the public and a number of institutional investors. On 31 March 2017, 5 shareholders reported that, in accordance with the transparency legislation and Retail Estates nv's articles of association, they have stakes exceeding the
statutory threshold of 3% and/or 5% (further explanation on page 53 of this annual report).
In the Euronext pricing lists, which are published in the daily press and on the Euronext website, shareholders can follow the evolution of their investments at all times. The company also has a website (www.retailestates. com) with relevant shareholder information.
The net asset value (NAV) of the share is an important indication of its value. The net asset value
is calculated by dividing the consolidated shareholders' equity by the number of shares. The NAV (IFRS) amounted to EUR 57.17 on 31 March 2017. This represents an increase of 6.90% (EUR 53.48 over the previous year). On 31 March 2017, the stock market price of the share was EUR 76.90, representing a premium of 34.51%.
The NAV EPRA amounts to EUR 59.29 in the year under review compared to EUR 56.66 in the previous year. This increase is due to the positive change in the value of the real estate investments, and the result of the financial year. Compared to the previous financial year, the number of shares of Retail Estates nv increased by 141,888. Hence, there was no dilution of the NAV per share.
In 2014, Retail Estates nv acquired the retail park with 14 shops and a gross retail area of 10,423m². The retail park that opened in 2008 is known as Frunpark Wetteren. It is very successful and attracts consumers from far and wide.
Retail Estates nv acquired controlling interest (51%) of real estate company Heerzele nv on 30 August 2016, which is owner of property in Wetteren on which, after obtaining the necessary permits, it wishes to expand its retail park in Wetteren.
The total operation consists of the creation of approximately
9,000m² of gross retail space, a significant expansion of the car park, estimated annual rental income of EUR 0.90 million and an expected total investment of EUR 14.40 million.
Ideally, the completion time is 24 months, which means expected delivery by September 2018.
In accordance with the provisions of the relevant municipal spatial implementation plan, the shops are mainly for large-scale retail.
On 31 January 2017, Retail Estates nv acquired a stake (50%) in a second real estate company, Blovan nv, which owns a semilogistics facility in Wetteren that is used for business-to-business trade.
The property is fully leased with an expected annual rental income of EUR 0.30 million until 2020. The investment value used as a
reference for this transaction is EUR 4.74 million.
On 30 June 2015, Retail Estates nv acquired 9 properties in a retail park located at the Geel-West exit of the Antwerp-Liège motorway. This site includes 4 other properties belonging to third parties. The retail park has undergone a thorough renovation and will be commercialised in the course of 2017-2018.
With two consecutive transactions, Retail Estates nv acquired two of these four properties during the past financial year. This acquisition is intended to integrate these 2 retail properties into the retail park. On 25 October 2016, a shop in Westerlo of approx. 995m² leased to bvba Merkkleding was purchased for EUR 1.98 million. Expected annual rental income amounts to EUR 0.12 million. Then on 14 December 2016, property located at Bell Telephonelaan 2/1,
Westerlo, with an investment value of EUR 1.70 million, was acquired in the context of a contribution in kind. This comprises a shop leased to Action BVBA and a solar panel installation (see also below). Expected annual rental income amounts to EUR 0.11 million.
On 23 December 2016, Retail Estates nv acquired all shares of a real estate company that has 25 retail properties spread across the province of Hainaut. All of these are leased to retail chains that mainly belong to the discount segment. Shop area has been leased for example to Lidl, Action, Chaussea, Trafic, Bel&Bo and Shoe Discount (Bristol).
The retail properties have a total shop surface area of 25,738m² and represent expected annual rental income of EUR 2.42 million. Gross initial return on the investment is 6.44%.
For more information, please see the press release of 23 December 2016, available on the Retail Estates nv website.
The purchase price of the shares of the real estate company in question was paid for half in cash, and an amount of EUR 11.33 million was paid by the issue on 5 April 2017 of 174,404 new shares that will share in profit from the financial year commencing on 1 April 2017.
On 6 January 2017, the Group acquired the grounds (property encumbered with a ground lease) of its retail park in Verviers by the acquisition of the real estate company Foncière de la Station Vervietoise bvba by Finsbury Properties nv (50%) and Retail Warehousing nv (50%) for an amount of EUR 0.37 million.
The above acquisitions were made at a valuation that corresponds to the fair value of the relevant shops or retail parks, as determined by real estate experts Cushman & Wakefield, CBRE or Stadim.
The project in Froyennes was completed on 30 September 2016. The new 1,500m² retail building has been leased to Leen Bakker for an annual rent of EUR 0.13 million.
An existing shop in Sint-Stevens-Woluwe was renovated into two separate shops with surface areas of 1,027m² and 1,042m². This project was also completed on 30 September 2016. One unit was leased to Beter Bed, the other to Cool Blue, the market leader in online sales of electronics, and household and sporting goods, which is now also systematically opening physical shops. The total rent for both units is EUR 0.22 million.
In addition, the building in Verviers, a custom project of approximately 2,000m² for chocolatier Darcis, was completed on 1 July 2016. This project is the object of a financial lease. The total investment amounts to EUR 1.03 million. This investment represents a strengthening of the retail park since an important hospitality sector function was added.
Finally, a building in Tienen (fair value EUR 3.95 million) and a shop in Westerlo (fair value EUR 1.74 million) were completed.
Retail Estates nv pays close attention to the changing needs of its tenants with respect to shop area. Several tenants are systematically expanding their product range and regularly request an expansion of their shop. This can take place through the acquisition of space from adjacent tenants who sometimes have too much,
or by constructing a new addition to the shop. Sometimes a choice is even made for a combination of both.
Renovations sometimes include more than just an expansion of the retail area; Retail Estates nv makes regular use of renovation opportunities to also remove an existing shop façade and replace it with a contemporary version that better fits the tenant's image.
Such investments allow us to build "win-win" relationships with tenants. Available land is put to work, and revenue growth allows the tenant to pay the rent increase.
In the past financial year, properties were divested for a net sale price of EUR 9.72 million. A net capital gain of EUR 0.28 million was realised on these disposals.
6 retail properties were sold for a net sale price of EUR 7.29 million. The sold properties are located in Aartselaar (1 property, 3,480m²), Spa (1 property, 1,470m²), Waregem (1 property, 999m²), Mons (2 properties, 2,249m²) and Eeklo (1 property, 104m²). The fair value of these properties amounted to EUR 7.04 million at the time of sale.
In a notarial deed of 28 September 2016, the Distri-Land real estate certificate for the property located in Hasselt, leased to CarpetRight, was sold for a net sale price of EUR 2.41 million. The sales proceeds were paid to the depositary receipt holders on 30 September 2016. For this, Retail Estates nv received a net coupon of EUR 1.82 million.
In addition, 8 lots of the Westende site were sold for a net sale price of EUR 0.072 million per lot. A total capital gain of EUR 0.025 million per lot was realised on these 8 lots.
Finally, 3 car parks in Jette were sold for a net sale price of EUR 0.02 million.
These disposals find their context in an annual recurring sales programme of individual shops that do not belong to Retail Estates nv's core portfolio due to their location, shop size and/or commercial activity.
The acquisitions and completion of own developments in the 2016- 2017 financial year, less disposals, resulted in an increase of EUR 67.11 million for the real estate portfolio. Total rental income increased by EUR 1.99 million in the 2016-2017 financial year due to these investments, and decreased by EUR 0.05 million in the past financial year due to the disposals. If the acquisitions and disposals would have taken place on 1 April 2016, rental income would have increased by EUR 4.23 million.
The investments are financed by a mix of shareholder's equity (issue of new shares by contribution in kind or in the capital market) and
borrowed capital (financing of working capital by the banks, issue of a bond loan…).
The occupancy rate of the Retail Estates nv real estate portfolio is 98.13%.
Of course the occupancy rate must be seen as a snapshot behind which are hidden a series of transactions that took place in the past financial year. They do not imply a guarantee regarding the future since the legislation on commercial leasing is mandatory and allows for cancellation every three years for all tenants.
In the past financial year, 4 smaller SME tenants and the retail company Charles Vögele (clothing stores declared bankrupt, 1 shop of which still leased from Retail Estates nv) filed for bankruptcy.
" Retail Estates nv pays close attention to the changing needs of its tenants with respect to shop area. "
The necessary provisions have been set aside for these uncollectable debts.
At the end of this financial year, outstanding trade receivables amount to EUR 0.57 million. EUR 0.15 million concerns the operating and reserve fund. Taking into account the guarantees obtained - both rental guarantees and the requested bank guarantees - the credit risk on trade receivables is limited to approximately 45% (EUR 0.19 million) of the outstanding amount on 31 March 2017.
In the past financial year, no significant damage by fire or other major disaster took place. Unfortunately, vandalism is a recurring problem for shops located at the outskirts of large urban agglomerations.
On 29 May 2012, controlling interest was acquired of Retail Warehousing Invest nv through the acquisition of 62.50% of the shares. On 5 October 2016, an agreement was concluded with
a view to the acquisition of the remaining minority interest. This was done through the acquisition of all shares of RWI Invest (then called Databuild Retail nv), the holder of this minority stake.
Retail Warehousing Invest owns 30 retail properties throughout Belgium. RWI Invest has no assets other than 375 shares of Retail Warehousing Invest nv, which then represented 37.50% of the share capital of that company.
Since the acquisition of this majority interest, Retail Estates nv has systematically recognised its obligation to purchase this minority interest as a debt in the consolidated financial statements. The amount of this debt was adjusted to the quarterly price review clauses contained in the agreement of 29 May 2012.
The result of Retail Warehousing Invest nv has always been fully consolidated. Consequently, this
transaction has only a limited impact on the consolidated results.
The transaction consists of two parts. The first part concerns the transfer and payment by 5 October 2016 of approximately half of the shares for an amount of EUR 7.68 million. The second part consisted of the issue of 115,735 new shares in the context of a capital increase by contribution in kind with a contribution value of EUR 7.52 million (see below).
On 14 December 2016, the board of directors made two capital increases in the framework of the authorised capital by two contributions in kind.
First, 187 shares of RWI Invest nv (then Databuild Retail nv), with a contribution value of EUR 7.52 million, were contributed as part of an initial capital increase. This contribution was compensated by the issue of 115,735 shares of Retail Estates nv. The new shares were issued at the issue price of EUR 65 and will share in the profit for the financial year commencing on 1 April 2016. As a result of this contribution, Retail Estates nv acquired the balance of the shares of Databuild Retail nv which it did not yet own. The most important asset of this company is a minority interest in the institutional BE-REIT Retail Warehousing Invest nv, for which Retail Estates nv now directly or indirectly controls all shares.
Then, a shop in Westerlo was contributed (see above). The contribution was compensated by the issue of 26,153 new shares of Retail Estates nv. The new shares were issued at the issue price of EUR 65 and will share in the profit for the financial year commencing on 1 April 2016.
As a result of these capital
increases, 141,888 shares were issued, bringing the total number of issued shares as of 31 March 2017 to 9,008,208.
The loan portfolio was restructured during the first semester of the past financial year. Credit extensions were obtained from all the major Belgian banks in which maturities and interest rates were renegotiated. In addition, in the second quarter of financial year 2016-2017, Retail Estates nv realised two private placements of securities to institutional investors for a total of EUR 55 million and a maturity of ten years. The combination of these credit rearrangements and bond issues resulted in an extension of the average maturity of the portfolio (to 5.08 years), diversification of financing sources and a decrease in the weighted average interest rate (from 3.42% on 31 March 2017 to 2.86% on 31 March 2018).
On 1 July 2016 and 3 October 2016, the mergers by acquisition of the companies PanEuropean Retail Properties nv and Vlaamse Leasing Maatschappij nv by Retail Estates nv were adopted by the board of directors of the respective companies, both with immediate effect.
On 23 December 2016, the mergers by acquisition of the companies PanEuropean Property Investments nv and Localiège nv by Retail Warehousing Invest nv (institutional REIT) were adopted by the board of directors of the respective companies, with immediate effect.
On 20 January 2017, the mergers by acquisition of the companies Fimitobel nv and Texas Management nv by Retail Estates nv were adopted by the board of directors of the respective companies, effective 31 January 2017.
On 31 March 2017, the merger by acquisition of the company TBK bvba by Retail Estates nv was adopted by the managers and the board of directors of the respective companies, with immediate effect.
Mergers of subsidiaries simplify administrative management and reduce the taxable income of the subsidiaries of Retail Estates nv.
On 2 March 2017, the EPRA website announced that Retail Estates nv will be included in the "FTSE EPRA/ NAREIT Developed Europe Index" from 20 March 2017, after market close. In the last quarterly review of the index, Retail Estates nv met all the criteria for inclusion set by the EPRA.
The inclusion of Retail Estates nv in the EPRA index contributes to the share's visibility. We believe that this inclusion will promote the interests of new institutional investors and will increase the liquidity of the share.
profit from 1 April 2017. " The inclusion of Retail Estates nv in the EPRA index contributes to the share's visibility. We believe that this inclusion will promote the interests of new institutional investors and will increase the liquidity of the share. "
The goal of the EPRA is to promote, develop and represent the European listed real estate sector.
Appointment of new directors and change of shareholders' meeting date On 4 April 2017, the extraordinary shareholders' meeting of Retail Estates nv approved the
appointment of Mr. Vic Ragoen and Ms. Ann Gaeremynck until the 2021 annual shareholders' meeting. On 22 May 2017, the extraordinary shareholders' meeting approved moving the shareholders' meeting to the penultimate Monday of July, and the extraordinary shareholders' meeting decided to increase the number of colleagues that may represent a director at the meeting
of the board of directors from two to three, and consequently to replace the sixth paragraph of Article 12 of the articles of association with the following text:
"Each director may authorise another member of the board by letter, by fax, by electronic mail or in another written manner to represent him at a specific meeting. A director may represent a maximum of three colleagues.".
On 5 April 2017, 174,404 new shares were issued by contribution of the remaining debt claim relating to the purchase of the shares of the real estate company Hainaut Retail Invest, which has 25 retail properties spread throughout the Province of Hainaut. Following this issue, the registered capital of Retail Estates was increased to EUR 206,612,347.44, represented by 9,182,612 shares. The new shares will share in the company's
Investment properties (including project developments) increased from EUR 1,000.80 million to EUR 1,071.36 million. This is mainly due to expansion of the portfolio by EUR 62.86 million and the sale of investment properties amounting to EUR 5.37 million. The non-current assets held for sale decreased from EUR 8.22 million to EUR 5.69 million. The assets held for sale are booked at the end of each quarter for which the sales agreement was signed but for which the deed of sale has not yet been executed. EUR 1.26 million in assets was added to the assets held for sale in financial year 2016- 2017, and EUR 3.81 million in assets were sold.
Current assets amount to EUR 11.95 million and consist of EUR 5.69 million from assets held for sale, EUR 0.94 million from trade receivables, EUR 3.16 million from tax assets and other current assets, EUR 0.98 million from cash and cash equivalents, and EUR 1.18 million from accrued charges and deferred income.
The shareholder's equity of the public BE-REIT amounts to EUR 514.97 million. On 31 March 2017, registered capital amounted to EUR 202.69 million, an increase of EUR 3.19 million compared to last year due to the capital increases mentioned above. After deduction of capital increase costs, the capital on the balance sheet amounts to EUR 197.60 million. 141,888 new shares were created during financial year 2016-2017. Issue premiums also increased from EUR 151.50 million to EUR 157.53 million for the same reason. Reserves amount to EUR 107.71 million and consist of the reserve
for the balance of the changes in fair value of authorised hedging instruments not qualifying for hedge accounting (EUR 101.29 million), profit from previous financial years carried forward (EUR 37.86 million), available reserves (EUR 13.41 million), legal reserves (EUR 0.13 million), less the impact on the fair value of estimated transfer rights and costs resulting from the hypothetical disposal of investment properties (EUR -26.70 million) and less the variations in the fair value of financial assets and liabilities (EUR -18.29 million). The Group uses financially derived products (interest rate swaps) to cover interest rate risks arising from a number of operational, financial and investment activities. Financial derivatives are initially booked at cost and revalued to fair value on the subsequent reporting date. The derivatives currently used by Retail Estates nv qualify as accounting cash flow hedges only to a limited degree. Changes in the fair value
of derivatives that do not qualify as cash flow hedges are booked immediately to the profit and loss account. Changes in the fair value of the swaps qualifying as cash flow hedge are recognised directly in shareholder's equity and are not included in the income statement. The negative value of these instruments is the result of the strong decline in interest rates that has continued since the end of 2008 under the influence of the US and European central banks.
The net result of the financial year amounted to EUR 52.14 million and consists of EUR 39.12 million from EPRA earnings, EUR 13.89 million in result on portfolio, and EUR -0.87 million in variations in the fair value of financial assets and liabilities.
Non-current liabilities amount to EUR 511.23 million and consist of EUR 485.33 million of noncurrent financial debts with an average maturity of 5.08 years. The remaining non-current liabilities
relate to authorised cash flow hedges (interest rate swaps) and the debt with respect to the minority shareholders of Heerzele nv and Blovan nv.
Current liabilities amount to EUR 61.14 million and consist of EUR 11.98 million from trade debts and other current debts. These include in particular trade debts amounting to EUR 0.36 million, estimated tax liabilities for EUR 0.75 million, invoices to be received for EUR 6.21 million, and exit taxes amounting to EUR 4.33 million. Current financial debts amount to EUR 30.91 million.
Other current liabilities decreased from EUR 15.63 million to EUR 11.50 million and mainly consisted of the remaining debt for the acquisition of Hainaut Retail Invest nv shares. This debt was brought into the capital of Retail Estates nv on 5 April 2017.
As of 31 March 2017, the weighted average interest rate is 3.42%.
The net rental income increased by EUR 4.34 million, mainly due to the acquisition of additional properties and the completion of projects in the 2016-2017 financial year (EUR 1.08 million), and acquisition of the properties and completion of the projects in the previous financial year, which yielded a full year's rent for the first time (EUR 4.00 million). The sale of properties resulted in a decrease in net rental income of EUR 0.05 million. The sale of the properties during the previous financial year resulted in a decrease in net rental income in this financial year of EUR 0.54 million. The impact of contract renewals is EUR 0.11 million. Furthermore, there is the impact of discounts (EUR -0.05 million), vacancy (EUR -0.96 million) and indexation (EUR 1.01 million).
Property costs amounted to EUR 4.94 million and increased by EUR 0.44 million, mainly due to the increase in technical costs and
commercial costs due to expansion of the portfolio and the increase in personnel expenses due to the expansion of staff. Operating corporate costs amount to EUR 2.94 million, a slight increase of EUR 0.10 million over last year, mainly due to higher taxes and legal costs.
The result on the sale of investment properties is EUR 0.28 million. This profit is the result of the sale of EUR 9.44 million in properties (investment value). We refer to the "Disposals" section in this chapter for more details.
The positive change in the fair value of investment properties amounts to EUR 13.75 million and is mainly explained by indexations, increases in yield at top locations, and the impact of rental renewals at retail parks. The other result on portfolio amounts to EUR -0.14 million.
The financial result (excluding variations in the fair value of
financial assets and liabilities) amounts to EUR 18.20 million compared to EUR 16.78 million last year. The fall in the weighted average interest rate from 3.64% to 3.42% slightly offsets the increase in the interest charges due to taking additional loans to finance further expansion of the portfolio. The financial result amounts to EUR 19.06 million, compared to EUR 21.77 million last year. The decrease in total charges is the result of the change in the fair values of the swaps that are not defined as cash flow (variations in the fair value of financial assets and liabilities). However, this result is an unrealised and non-cash item.
EPRA earnings (this is the net result without the result on portfolio) amounts to EUR 39.12 million, compared to EUR 36.47 million last year.
For financial year 2017-2018, on the basis of the planned composition of the real estate portfolio and barring unforeseen events, the company expects the net rental result to amount to EUR 68.40 million. This figure only takes into account purchases and sales for which a sales contract was signed and investments that were granted and tendered.
As in previous years, Retail Estates nv expects that the dividend for the 2017-2018 financial year will grow in line with previous years so that it at least keeps up with inflation. Retail Estates nv is aiming at a dividend of EUR 3.40 gross (EUR 2.38 net) for financial year 2017-2018. This would represent an increase of 3.03% compared with the dividend for financial year 2016-2017 (EUR 3.30 gross).
The board of directors proposes to
allocate the profit of the financial year, as shown in the statutory annual accounts, as follows:
| EUR | |
|---|---|
| Result of the year | 44,096 |
| Reserve for the positive/negative balance of changes in the fair value of real estate properties | -7,494 |
| Changes in fair value of financial assets and liabilities | 869 |
| Profit to be appropriated for the financial year | 37,471 |
| Profit carried forward from the previous financial year (IFRS) | 30,147 |
| Increase in profit carried forward due to merger and other | 12,437 |
| Other | |
| Payment of dividend 31 March 2017 | -29,727 |
| Result to be carried forward | 50,328 |
The board of directors of Retail Estates nv will propose to the shareholders' meeting, to be held on 24 July 2017, a gross dividend for the financial year 2016-2017 (which began on 1 April 2016 to end on 31 March 2017) in the amount of EUR 3.30 (or EUR 2.31 net, i.e., the net dividend per share after the deduction of 30% in withholding tax) per share, which participates in the result of the financial year 2016-2017.
The company has not undertaken any activities or incurred any expenditure in the area of research and development.
The company does not have any branches.
This declaration adheres to the provisions of the Belgian Corporate Governance Code 2009 and the Belgian Act of 6 April 2010 amending the Belgian Companies Code.
Retail Estates nv applies the Code of 12 March 2009 as its reference code (hereinafter referred to as "the Code").
On 5 May 2015, an adjusted version of the Corporate Governance Charter – taking into account the relevant recent developments – was approved by the board of directors. The Charter can be found at the website: www.retailestates.com.
Retail Estates nv has prepared a report on the remuneration policy for its directors. The board of directors has 10 non-executive and 2 executive directors, i.e. the executive chief financial officer (Ms. Kara De Smet) and the managing director (Mr. Jan De Nys) who together assume the effective management of Retail Estates nv and its subsidiaries.
The report was prepared by the remuneration committee in accordance with Article 96 §3 of the Belgian Companies Code and was approved by the board of directors' meeting of 19 May 2017.
It will be submitted to the annual shareholders' meeting of 24 July 2017 which is to approve or disapprove the report by a separate vote.
The remuneration policy of Retail Estates nv has been prepared in such a way that it takes into account marketcompliant remuneration, which enables the company to attract and retain talented directors, while also considering the size of the company and its financial prospects. Moreover, this remuneration must also be proportionate to the responsibilities associated with the position of a director in a listed company. On the other hand, the expectations of the shareholders must also be met.
The remuneration and nomination committee analyses the applied remuneration policy on a yearly basis and assesses whether an adjustment needs to be made and makes the necessary recommendations to the board of directors, which in turn must propose their recommendations to the shareholders' meeting.
The remuneration committee met twice during the past financial year to verify and adjust where necessary the remuneration budgets of the directors individually and the personnel budget in its entirety, in accordance with the responsibilities of the persons in question and the medium and long-term objectives that the board of directors has established for the company. In this respect, the executive directors are analysed both in terms of the overall remuneration level and the distribution of the different components.
| Jan De Nys - managing director | 2016-2017 |
|---|---|
| Fixed remuneration | 280,000 |
| Premiums group insurance | 39,000 |
| Variable remuneration | 72,600 |
| TOTAL | 391,600 |
The remuneration for the position of managing director, assumed by Mr. Jan De Nys since the initial public offering of Retail Estates nv in March 1998, takes into account his experience and track record in establishing and developing the company. It further takes into account his experience gained in the retail environment in Belgium and abroad, as well as his commercial, legal and financial knowledge which is necessary for the development of a portfolio of out-of-town retail properties and the daily management of a listed
company. He carries out his mandate personally as an independent manager.
The fixed remuneration is indexed annually on 1 April. The variable remuneration of the managing director is determined annually by the board of directors, based on a proposal made by the remuneration committee. This allowance shall not exceed 25% of the fixed remuneration. It is linked to the achievement of a number of qualitative and quantitative criteria, which for financial year 2016-2017
Financial criteria (weighting 25%):
Portfolio management (weighting 25%): Collection management and occupancy level;
Real estate portfolio optimisation (weighting 25%): Develop "clusters", improvement works and expansion of retail premises with a long-term focus, growth of rental value, updating of buildings and environmental elements;
Implementation of strategic objectives (weighting 10%): Buy and sell assets, growth of the company;
Management skills (weighting 15%):
Expansion of management team and staff, investor relations and "corporate identity".
The variable remuneration is paid annually in July after approval of the annual accounts and the remuneration report by the annual shareholders' meeting. There are no special provisions for the recovery of variable remuneration awarded on the basis of inaccurate financial data. The provisions of Civil Law governing undue payments apply fully.
The agreement with the managing director provides for a notice period of eighteen months in the event of termination by Retail Estates nv. Any termination compensation which is paid if the public BE-REIT waives performance during notice period, shall be calculated in accordance with the fixed remuneration and the annual premiums for group insurance
policies. The notice period was approved, in accordance with legal provisions, by the board of directors upon the recommendation of the remuneration committee, and taking into account the contributions by the managing director to the growth of the company since its initial public offering in March 1998.
In the event of termination by the managing director, the notice period shall be six months.
If the managing director is unable to perform his duties because of disability (illness or accident), Retail Estates nv shall continue to pay him the fixed portion of his remuneration for a period of two months from the first day of disability. He shall subsequently receive a disability pension, guaranteed by an insurance company which is equal to 75% of the fixed remuneration.
No stock options are provided,
nor any other benefits, except a computer and a mobile phone.
Besides the above-mentioned remuneration, Mr. Jan De Nys does not receive a separate remuneration for the exercise of his director's mandate.
2.Remuneration of the chairman of the board of directors, Mr. Paul Borghgraef.
The fixed remuneration of the chairman was set at EUR 60,000, given the regular presence and involvement of Mr. Paul Borghgraef and given the fact that he is the daily interlocutor and sounding board of the managing director between board meetings. Variable remuneration and other benefits or severance payment are not foreseen.
Mr. Paul Borghgraef is a nonexecutive director and has been chairman of the board of directors since 12 January 2016. He does not receive a separate remuneration for the exercise of his director's mandate.
The non-executive directors receive fixed annual remuneration of EUR 6,000. They also receive attendance fees amounting to EUR 1,500 per meeting for attending meetings of the board of directors and its committee(s).
Non-executive directors do not receive performance-related remuneration such as bonuses or stock-related long-term incentive schemes or fringe benefits.
Based on the above, the following fees were paid to the non-executive directors in 2016-2017, pursuant to the meetings that took place at the registered office of the company:
| Annual fixed | Performance-related | TOTAL (EUR) | |
|---|---|---|---|
| remuneration (EUR) | (EUR) | ||
| Board of directors / | |||
| committee | |||
| René Annaert | 6,000 | 10,500 | 16,500 |
| Jean-Louis Appelmans | 6,000 | 9,000 | 15,000 |
| Christophe Demain | 6,000 | 4,500 | 10,500 |
| Hubert De Peuter | 6,000 | 1,500 | 7,500 |
| Rudy De Smedt | 6,000 | 6,000 | 12,000 |
| Vic Ragoen1 | 6,000 | 9,000 | 15,000 |
| Jean Sterbelle | 6,000 | 3,000 | 9,000 |
| Marc Tinant | 6,000 | 3,000 | 9,000 |
| Leen Van den Neste | 6,000 | 9,000 | 15,000 |
| Herlinda Wouters | 6,000 | 6,000 | 12,000 |
| TOTAL non-executive directors | 60,000 | 61,500 | 121,500 |
The company has an insurance policy to cover the liability of its directors.
The board of directors, at the recommendation of the remuneration committee, does not intend to make significant changes to the remuneration policy. This
applies to both the executive and non-executive directors and to financial years 2016-2017 and 2017- 2018.
Retail Estates nv seeks to comply as much as possible with the provisions of the Corporate Governance Code. There are, however, deviations in several areas. According to the Code's "comply or explain" principle, it is permissible to take into account the relatively small size and unique characteristics of the company.
Item 2.9. The board of directors has not yet appointed a company secretary.
Item 3.5. In view of the company's activities, and particularly considering the fact that negotiating and concluding specific contracts is part of the day-to-day management and falls within the CEO's powers (without the intervention of the board of directors being required in principle), rental agreements – with retail companies with which a nonexecutive director is associated – between the company and one of its non-executive directors could possibly fall under the conflict of interests regulation ('significant commercial relationships').
Item 4.6. The recommended 4-year mandate for directors is viewed as too short, given the complexity of the type of property in which Retail Estates nv specialises. As a result, all mandates last for 6 years.
Based on the transparency declarations received and the information which Retail Estates nv possesses, the main shareholders are:
| % at date of registration1 |
Pro forma % at 31.03.20172 |
|
|---|---|---|
| Stichting Administratiekantoor 'Het Torentje' group and Leasinvest, acting in mutual consultation |
10.03% | 10.21% |
| FPIM nv (Belfius Insurance) | 9.76% | 9.34% |
| KBC Group nv | 7.59% | 7.44% |
| AXA nv | 7.01% | 7.07% |
| Federale Verzekering/Fédérale Assurance |
7.99% | 5.17% |
| General public | 57.62% | 60.77% |
1 On the basis of the denominator at the time of registration.
2 On the basis of the number of voting rights, which appears from the information received from the company's shareholders, and taking into account the denominator applicable at 31.03.2017 (9,008,208 shares), this table shows, for information only, the (supposed) shareholding structure. It should be noted that this does not necessarily correspond with reality (not for all shareholders in any case), since the company is not necessarily aware of share transactions that did not result in the triggering of a notification threshold, and thus did not result in a transparency notification.
With the exception of the abovementioned shareholders, no other shareholder has declared ownership of more than 3% of the issued shares of Retail Estates nv. According to the criteria applied by Euronext, Retail Estates nv has a free float of 100%.
The transparency declarations received are available for consultation on the company's website www.retailestates.com (under Investor Relations / The share / Shareholding structure).
In accordance with the Corporate Governance rules and the relevant legislation, Retail Estates nv has developed an internal control and risk management system, taking into account the nature, size and complexity of the company's activities and its environment.
Internal control is a process which aims to provide reasonable guarantees to ensure that the following objectives are met:
For implementing its internal control system, Retail Estates nv has taken the COSO framework (Committee of Sponsoring Organizations of the Treadway Commission) as its reference. The components of this framework and their application at Retail Estates nv are discussed below.
formalisation of processes.
The board of directors regularly reviews the company's exposure to risks, the financial impact of these risks, and the actions to be undertaken to monitor these potential risks, to prevent the risks from taking place and/or, as the case may be, to limit the impact of these risks.
In particular, the company has developed internal control and risk management systems for the most important processes in the company, namely managing costs and expenses, repairs and maintenance, developments, and collecting rents.
Internal control and risk management systems relating to financial reporting Control environment The control environment, as regards financial reporting, consists of the following components:
" In particular, the company has developed internal control and risk management systems for the most important processes in the company. "
Other factors also play a role in the company's control environment:
as a listed company (and as a public BE-REIT), Retail Estates nv falls under the supervision of the Financial Services and Markets Authority (FSMA), which also conducts a specific review of the financial information. All published financial information is controlled (in advance or post facto) by the FSMA.
the real estate expert also plays an important role: the entire real estate portfolio (which constitutes 98.50% of the balance sheet total) is valued by two internationally recognised independent real estate experts (Cushman & Wakefield and
CBRE), each evaluating one part of the real estate portfolio. A limited part of the portfolio is valued by Stadim.
Regular management and operational meetings serve to address issues that need to be followed up, thus ensuring balanced risk awareness and management:
As a result of these meetings, the appropriate actions can be undertaken and measures can be adopted in order to implement the company's policy. These actions aim to achieve a balanced risk policy in line with the strategic
objectives and 'risk appetite' of the company applied by the board of directors.
Control procedures are in effect with respect to the company's key activities, such as collecting rents, repairs and maintenance, project development, site supervision, etc. These procedures are evaluated on a regular basis by the management team.
An ERP system tracks all aspects of the real estate business (overview of lease agreements, rent calls, settlement of costs, payment monitoring, etc.). This software system is linked to the accounting software.
Every quarter, a financial report is drawn up which contains the analyses of the figures, key performance indicators, the impact of purchases and sales on budgets, cash flow positions, etc.
Every quarter, an operational report is also drawn up in which the key performance indicators relating to the real estate department are included.
In the first and third quarter of the financial year, an intermediary press release is published. Every six months, a more comprehensive half-yearly financial report is published in accordance with IFRS standards. At the end of the financial year, all relevant financial information is published in the annual financial report, which is also available on the company's website.
The limited size of the Retail Estates' team contributes significantly to the smooth flow of information. The considerable involvement of the board of directors and its chairman promotes open communication and ensures that the management body is provided properly with all necessary information.
Every quarter, the financial team draws up the quarterly figures and balance sheets. These quarterly figures are always extensively analysed and checked. To limit the risk of errors in financial reporting, the figures are discussed with the management, and their accuracy and completeness are verified by analysing rental income, vacancies, technical costs, rental activity, developments regarding the value of the buildings, outstanding debtors, etc., in compliance with the "four-eyes" principle. Comparisons with forecasts and budgets are discussed. Every quarter, management provides the board of directors with a comprehensive report on the financial statements, with a comparison of annual figures, budget and explanations for any deviations.
The statutory auditor also reports to the board of directors on the main findings of its audit activities. Appropriate risk management policy The main risks the company faces relate to (i) the market value of the property, (ii) changes in the rental market, (iii) the structural condition of the buildings, (iv) financial risks, including liquidity risk, the use of financial instruments and banking counterparty and covenant risk, (v) permit-technical related risks, (vi) changes to the traffic infrastructure, (vii) soil contamination, (viii) risks associated with merger, demerger or acquisition transactions, and (ix) regulatory risks.
Measures and procedures are in place to identify and monitor each of the listed risks, to avoid these risks, and/or to minimize their impact, if any, and assess, control and monitor their consequences. This is the role of the risk manager.
The integrity policy (overseen by the person entrusted with the "compliance function") covers various aspects, including the
prevention of insider trading, conflicts of interest and incompatibility of mandates, noncorruption, professional secrecy, etc.
Effective management examines on a regular basis which other areas and activities should fall under the scope of the compliance function. The "independent compliance function" is treated as an independent function within an organisation, and focuses on investigating and promoting compliance by the company with the laws, regulations and rules of conduct applicable to the company, and in particular, the rules relating to the integrity of the company's activities. We discuss the most important of these below:
In accordance with the principles and values of the company and within the framework of the implementation of the Belgian Corporate Governance Code, Retail
Estates nv has included rules in its code of conduct ("Dealing Code") that must be observed by the directors, employees and appointed persons who trade in financial instruments issued by Retail Estates nv. The rules of the Dealing Code were harmonised with applicable laws and regulations (in particular Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the Market Abuse Regulation), the Belgian Act of 2 August 2002 on oversight of the financial sector and financial services and the Corporate Governance Code 2009). The company's Dealing Code constitutes an integral part of the Corporate Governance Charter and can be consulted (separately) on the company website.
The Dealing Code includes the disclosure of information relevant to such transactions and stipulates among others:
Conflicts of interest and incompatibility of mandates
Reference is made to the passage listed under 'Handling conflicts of interest' on page 64 of this report.
Retail Estates nv strongly emphasises the principles of honesty and integrity, and expects a similar attitude on the part of third parties with which the company does business.
It is expressly forbidden for members of the bodies of the company and for personnel to use or reveal confidential information for improper purposes during the course of their duties.
In pursing legitimate commercial objectives, Retail Estates nv acts in a socially responsible manner according to the laws of the country in which the company is active.
Measures and procedures are in place to identify and monitor the risks that the company faces, to avoid these risks, and/or to minimise their impact, if any, and assess, control and monitor their consequences. This is the role of the risk manager.
The risk manager is appointed for a 3-year term.
The board of directors has appointed Mr. Paul Borghgraef as compliance officer. He is also chairman of the board of directors. He is responsible in particular for compliance with the integrity policy as described above.
The term of Paul Borghgraef's mandate as compliance officer is the same as for his board mandate (which expires at the 2021 annual shareholders' meeting).
The person in charge of the internal audit is responsible for the independent and ongoing assessment of the activities of
the company, and analyses the quality and efficiency of existing procedures and methods of internal control.
The internal statutory auditor will present his findings yearly.
The internal audit function is performed by an external consultant, in this case VMB, represented by Mr. Luc Martens. This function is performed under the supervision and responsibility of the finance and reporting analyst of the company, who has the necessary professional integrity and appropriate expertise.
Taking into account the principle of proportionality, the internal audit functions as described above are exercised by the same people at the level of Retail Warehousing Invest nv (the subsidiary of Retail Estates nv with the status of institutional Belgian real estate investment trust).
Mutatis mutandis (and insofar as relevant), these functions may be implemented at the level of Retail Warehousing Invest nv according to the same policy as Retail Estates nv.
Since 4 April 2017, the board of directors of Retail Estates nv consists of 12 directors: 10 nonexecutive directors and 2 executive directors, i.e. the managing director and the chief financial officer.
Of the 12 directors, 3 directors (Mr. Annaert, Ms. Van den Neste and Ms. Gaeremynck) qualify as independent pursuant to Article 526ter of the Belgian Companies Code. These directors also meet the criteria of independence set out in annex A to the Code. The independent directors strictly comply with the following criteria of independence:
of the executive personnel of Retail Estates nv, or an affiliated company, and not having occupied a similar position during the five years preceding their appointment;
may under no circumstances represent such a shareholder;
involvement in other enterprises or bodies;
The composition of the board of directors intends to ensure that the decisions taken are in the interests of the company. The composition of the board of directors is determined on the basis of diversity in general, as well as on the basis of complementarity of skills, experience, and knowhow. It is of particular importance to have a strong representation of directors who are well versed in the management of retail businesses in the type of property in which Retail Estates nv invests and/or have experience in the financial aspects of the management of
a listed company, and of a BE-REIT in particular. Therefore, it is pivotal that members of the board of directors are complementary in terms of knowledge and experience. To enable the board of directors to operate efficiently, the intent is to limit the number of board members to 12.
5 out of 12 directors represent a reference shareholder: Ms. Wouters (on behalf of the KBC Group), Mr. Appelmans (on behalf of Het Torentje (Leasinvest)), Mr. Sterbelle (on behalf of AXA), Mr. Demain (on behalf of the Belfius-group) and Mr. De Smedt (on behalf of Federale Verzekering).
Mr. De Nys, Mr. Borghgraef and Mr. Annaert have declared that they hold shares in the company for their personal account.
The board of directors of Retail Estates nv determines the
company's strategy, investments, budgets, disposals and acquisitions and funding.
The board of directors prepares the annual accounts and interim financial statements and the annual report of the company for the shareholders' meeting. The board of directors also approves merger and demerger reports. It decides on the use of the authorised capital and convenes the annual and extraordinary shareholders' meeting. It supervises the accuracy and transparency of communications to shareholders, financial analysts, and the general public, as communicated through prospectuses, annual and interim reports and press releases. It delegates the day-today management to the managing director, who in turn regularly reports back on the management and the annual budget, and who presents a quarterly financial and operational report.
" In order to continually improve the effectiveness of the board of directors, the board of directors shall systematically and regularly (at least every three years) evaluate its size. "
During the 2016-2017 financial year the board of directors met six times. A number of meetings were held by conference call or in the office of notary public Tim Carnewal. The remuneration committee and the audit committee met twice.
The board of directors may validly deliberate and resolve only if at least half of its members are present or represented. If this condition is not met, a new meeting can be convened, which
will validly deliberate and resolve on the agenda items of the previous meeting, providing that at least two directors are present or represented. Every resolution of the board of directors is adopted by an absolute majority of the votes cast of directors that are present or represented, and, in the event of abstention of one or more of them, by the majority of the other directors. In the event of a tie, the director chairing the meeting has the casting vote. In exceptional cases, pursuant to Article 521 of
the Belgian Companies Code, resolutions of the board of directors may be adopted by unanimous written agreement by the directors, whenever the urgency of the matter and the interest of Retail Estates nv so require. This procedure, however, may not be applied for the drawing up of the annual accounts, or the use of the authorised capital.
In addition to its legal mandate, the board of directors, bearing in mind the company's interests, also determines the strategy and outlines the policy lines. More specifically, it takes all the fundamental decisions concerning the investments in and disposals of properties, as well as those regarding their funding.
A clear distinction is made between the responsibilities of the managing director and those of the chairman of the board of directors. The chairman leads the board of directors and ensures that the agenda for the meetings of the
board of directors is prepared, and that the directors promptly receive the relevant information.
The managing director is responsible for the operational tasks relating to the management of the real estate portfolio and the functioning of the company. The board of directors will ensure that sufficient powers are given to meet these responsibilities and duties.
Regarding the board of directors' activity report, see section 3 of this chapter.
In order to continually improve the effectiveness of the board of directors, the board of directors shall systematically and regularly (at least every three years) evaluate its size, its composition, its performance and those of its committees, as well as its interaction with the management committee.
Currently, the board of directors of Retail Estates nv has set up two committees, a remuneration and nomination committee and an audit committee. In a decision of the board of directors of 17 February 2017, a management committee ("directiecomité") was also established, taking effect on 1 April 2017.
The remuneration and nomination committee is made up of the
The committee convened twice in 2016-2017 in the context of drawing up the 2017-2018 budget in which employee remuneration policy was discussed and an inventory was made of the recurrent fees paid to external service providers.
The role of the remuneration and nomination committee is to assist the board of directors by:
assisting in the selection, assessment and appointment of the members of the board of directors;
assisting in determining the remuneration of the members of the board of directors;
The audit committee consists of the following members:
The committee met twice in 2016- 2017.
The tasks of this audit committee concern mainly the monitoring of the financial reporting process, the effectiveness of internal control and risk management systems, internal audit monitoring and statutory audit of individual
and consolidated accounts, and assessing and monitoring the independence of the statutory auditor.
The management committee consists of the following members:
The duties of this management committee mainly concern the day-to-day management of Retail Estates nv and its participations, the organisation and management of support functions, the conclusion of lease agreements, the due diligence for investments and disposals, preparation of financial statements and all operational reporting.
Under the supervision of its chairman, the board of directors regularly evaluates its size, composition, performance and relationships with management, shareholders and other stakeholders.
The purpose of this evaluation is to:
Also included is the timely provision of information prior to meetings of the board of directors.
The evaluation itself takes the form of a written procedure, using a questionnaire that must be answered individually and anonymously.
In all legal and statutory transactions concerning the disposal of real estate, the company will be represented by at least two directors acting jointly, being in principle the chairman of the board of directors Paul Borghgraef and one of the executive directors/effective manager, Mr. De Nys or Ms. De Smet.
The company may also be validly represented by the managing director, by means of a special authorisation, for transactions related to an item whose value is lower than either 1% of the consolidated assets of the company, or EUR 2.50 million, taking the lower of the two (including the conclusion of a leasing agreement with or without option to purchase, or the creation of easements).
Pursuant to Article 523 of the Belgian Companies Code, any member of the board of directors who, whether
directly or indirectly, has a financial interest which conflicts with a decision or operation involving the board of directors, may not attend the deliberations of the board of directors.
Articles 36 through 38 of the Belgian BE-REIT Act is also referred to, when one of the persons mentioned in this Article (director, manager or promoter of the BE-REIT,...) acts as counterparty in an operation
undertaken with the public BE-REIT or a company under its control.
During the past financial year, no conflict of interest within the meaning of these Articles occurred.
The company is managed by a staff of 20, under the leadership of the managing director (CEO), Mr. Jan De Nys.
Jan De Nys (1959): Chief Executive Officer (CEO – managing director)
Office address: Retail Estates nv - Industrielaan 6 - 1740 Ternat End of mandate: 2021 Most important other positions: director at Alides REM nv (Maes/ Alides Construction and Property Group), director at First Retail International I and II nv, chairman of Private Privak BEM II (set up under the aegis of the Flemish Building Federation), managing director of the management companies Infradis Real Estate Management nv
and Snowdonia nv.
Attendance at board of directors' meetings in 2016-20171 : 6 Attendance at remuneration and
nomination committee meetings in 2016-20172: - Attendance at audit committee meetings in 2016-20173: -
Kara De Smet (1976): Chief Financial Officer (CFO) – executive director from 12 January 2016
Office address: Retail Estates nv - Industrielaan 6 - 1740 Ternat End of mandate: 2021 Committees: -
Attendance at board of directors' meetings in 2016-2017: 6 Attendance at remuneration and nomination committee meetings in 2016-2017: -
Attendance at audit committee meetings in 2016-2017: -
Non-executive directors Chair: Paul Borghgraef (1954): ): chairman of the board of directors
Office address: Van De Wervelaan 49/2 – 2970 Schilde End of mandate: 2021 Most important other positions: director at Pertinea Property Partners nv, director at PG58 nv and director at Immpact nv Committees: -
Attendance at board of directors' meetings in 2016-2017: 5 Attendance at remuneration and nomination committee meetings in 2016-2017: -
Attendance at audit committee meetings in 2016-2017: -
Office address: Leasinvest Real Estate Comm.V.A. – Schermersstraat 42 – 2000 Antwerp End of mandate: 2021 Most important other positions: managing director of Leasinvest Real Estate Management nv (statutory manager of GVV Leasinvest Real Estate Comm.V.A.), Leasinvest Immo Lux sa, Leasinvest Services nv,… Committees: member of the audit committee
Attendance at board of directors' meetings in 2016-2017: 6 Attendance at remuneration and nomination committee meetings in 2016-2017: - Attendance at audit committee meetings in 2016-2017: 2
1 Total board of directors' meetings in financial year 2016-2017: 6
2 Total remuneration and nomination committee meetings in financial year 2016-2017: 2
3 Total audit committee meetings in financial year 2016-2017: 2
Victor Ragoen (1955): independent director
Office address: New Vanden Borre nv – Slesbroekstraat 101 – 1600 Sint-Pieters-Leeuw End of mandate: 2021 Most important other positions: Advisor Most important finished positions: managing director at New Vanden Borre nv Committees: - Attendance at board of directors' meetings in 2016-2017: 2 Attendance at remuneration and nomination committee meetings in 2016-2017: - Attendance at audit committee meetings in 2016-2017: 1
Jean Sterbelle (1962): director
Office address: AXA Belgium nv – Vorstlaan 25 – 1170 Brussels End of mandate: 2021 Most important other positions: Head of Transactions Belux – AXA Real Estate Investment Managers Belgium nv, director at Blauwe Toren nv, director at Brustar One nv, director at Cabesa nv,… Committees: -
Attendance at board of directors' meetings in 2016-2017: 4 Attendance at remuneration and nomination committee meetings in 2016-2017: -
Attendance at audit committee meetings in 2016-2017: -
Christophe Demain (1966): director
Office address: Belfius Insurance nv – Galiléelaan 5 – 1210 Brussels End of mandate: 2021 Most important other positions: Chief Investment Officer at Belfius Insurance nv, director of the BE-REIT Cofinimmo nv, director at First Retail International nv, chairman of the board of directors of LFB nv, Coquelets nv,…
Committees: -
Attendance at board of directors' meetings in 2016-2017: 3 Attendance at remuneration and nomination committee meetings in 2016-2017: -
Attendance at audit committee meetings in 2016-2017: -
Rudy De Smedt (1962): director from 7 July 2015
Office address: Federale Verzekering - Stoofstraat 12 - 1000 Brussels End of mandate: 2021 Most important other positions: Deputy Director at Federale Verzekering Committees: - Attendance at board of directors' meetings in 2016-2017: 6 Attendance at remuneration and nomination committee meetings in 2016-2017: - Attendance at audit committee meetings in 2016-2017: -
René Annaert (1952): independent director from 7 July 2015
Office address: Ultimum bvba – G. Mercatorlaan 4 – 1780 Wemmel End of mandate: 2021 Most important other positions: advisor
Most important finished positions: CEO Wereldhave Belgium, Devimo Consult, Brussels International
Trade Mart
Committees: member of the audit committee, member of the remuneration and nomination committee
Attendance at board of directors' meetings in 2016-2017: 6 Attendance at remuneration and nomination committee meetings in 2016-2017: 2 Attendance at audit committee meetings in 2016-2017: 2
Leen Van den Neste (1966): independent director from 12 January 2016
Office address: VDK Spaarbank – Sint-Michielsplein 16 – 9000 Ghent End of mandate: 2021 Most important other positions: CEO VDK Spaarbank, chairman of the board of directors of Xior student housing nv, member of the board of directors of Centrale voor huisvesting cvba, Familiehulp vzw and Arteveldehogeschool vzw Committees: member of the audit committee, member of the remuneration and nomination committee Attendance at board of directors'
meetings in 2016-2017: 5 Attendance at remuneration and nomination committee meetings in 2016-2017: 2
Attendance at audit committee meetings in 2016-2017: 2
Herlinda Wouters (1958): director from 12 January 2016
Office address: KBC Bank Nederland – Watermanweg 92 – 3067 GG Rotterdam – the Netherlands
End of mandate: 2021
Most important other positions: General Manager of KBC Bank the Netherlands
Committees: -
Attendance at board of directors' meetings in 2016-2017: 4 Attendance at remuneration and nomination committee meetings in 2016-2017: -
Attendance at audit committee meetings in 2016-2017: -
Ann Gaeremynck (1966): director from 4 April 2017
Office address: Faculty of Economics and Business Administration - Department of Accounting, Finance and Insurance - Naamsestraat 69 - 3000 Leuven End of mandate: 2021 Most important other positions: Full professor at KU Leuven, Faculty of Economics and Business Administration, member of the board of directors and audit committee VIVES University College, and external member of AZ Delta audit committee. Committees: member of the audit
committee
Attendance at board of directors' meetings in 2016-2017: -
Attendance at remuneration and nomination committee meetings in 2016-2017: -
Attendance at audit committee meetings in 2016-2017: -
f.l.t.r.: Jean Sterbelle, Jean-Louis Appelmans, Leen Van den Neste, Ann Gaeremynck, Rudy De Smedt, Victor Ragoen, Kara De Smet, Jan De Nys, Paul Borghgraef, Koenraad Van Nieuwenburg (CIO, member of the management committee), René Annaert, Christophe Demain
A statutory auditor appointed by the shareholders' meeting must:
The statutory auditor is PwC, represented by Mr. Damien Walgrave, a company auditor certified by the FSMA, having its registered office at 1932 Brussels, Woluwegarden-Woluwedal 18. At the annual shareholders' meeting of 3 July 2015, the statutory auditor was appointed for a 3-year term.
The statutory auditor's fixed remuneration for reviewing and certifying Retail Estates nv and its subsidiaries' statutory and consolidated annual accounts is EUR 0.10 million (excluding VAT).
The remuneration of PwC Bedrijfsrevisoren for the tasks assigned to the statutory auditor by law (e.g. reports when mergers occur), amounts to EUR 0.02 million (excluding VAT). The fees relating to studies and assistance and more in particular on taxation matters and due diligence assignments amount to EUR 0.004 million excluding VAT.
In accordance with the BE-REIT legislation, Retail Estates nv calls upon experts for the regular valuations of its assets each time it issues shares, lists securities on the stock market or purchases unlisted shares, and when it
purchases or sells real properties. These valuations are necessary to determine the inventory value and prepare the annual accounts. The valuation assignments are entrusted to Cushman & Wakefield (Kunstlaan 56, box 7 at 1000 Brussels), represented by Mr. Ardalan Azari and to CBRE nv (Avenue Lloyd George 7 at 1000 Brussels), represented by Mr. Pieter Paepen, and to Stadim cvba (Uitbreidingsstraat 10-16, 2600 Antwerp), represented by Mrs. Natalie Van Overbeke and Mr. Philippe Janssens.
During the past financial year, a fee of EUR 0.31 million (including VAT) was payable to Cushman & Wakefield for the regular valuations of a part of the properties in the real estate portfolio and the initial valuations of real estate purchases. Fees of EUR 0.34 million (including VAT), were paid to CBRE for the regular valuation of the remainder of the real estate portfolio and initial valuations of real estate
purchases. The compensation payable to Stadim in respect of the performance of the periodic estimate of part of the properties in the real estate portfolio and the initial estimate in the case of the purchase of real estate is EUR 0.01 million incl. VAT on an annual basis.
The property of Immobilière Distri-Land nv is valued on the basis of a joint instruction from Retail Estates nv and Immobilière Distri-Land nv, with the results published by the latter. The costs are shared 50/50 between Retail Estates nv and Immobilière Distri-Land nv.
In accordance with the principles and values of the company, Retail Estates nv has included in its Dealing Code a number of rules to be followed by directors and employees wishing to trade in financial instruments issued by Retail Estates nv.
In the framework of the application of the Belgian Corporate Governance Code at Retail Estates nv, the rules of the Dealing Code have been reviewed in order to bring them in line with the Belgian Royal Decree of 5 March 2006 on insider trading, the fair presentation of investment recommendations, and the indication of conflicts of interest.
Information based on Article 34 of the Belgian Royal Decree of 14 November 2007 concerning the obligations of issuers of financial instruments authorised to trade on a regulated market
The registered capital amounts to EUR 202,688,189.49 and is divided into 9,008,208 fully paid-up shares, each representing an equal part of the capital. There is only one category of shares. There is no legal or statutory limitation on the voting rights or transferability of the shares.
Retail Estates nv has no stock option plan.
The extraordinary shareholders'
meeting of 9 December 2013 expressly authorised the board of directors to increase the registered capital, in one or more instalments, up to a maximum amount of EUR 164,037,087.74 on the dates and according to the procedures to be defined by the board of directors in accordance with Article 603 of the Belgian Companies Code. This authorisation was granted for a period of 5 years from the publication of this decision (17 December 2013).
The company does not own any of its own shares. The extraordinary shareholders' meeting of 24 October 2014 amended the articles of association to authorise the board of directors to acquire shares in Retail Estates nv under a number of special conditions listed in the articles of association.
The rules which govern the appointment or replacement of the members of the board of directors and the amendment procedure relating to the articles of association of Retail Estates nv are set out in the applicable legislation (especially the Belgian Companies Code and the BE-REIT legislation) and the articles of association of Retail Estates nv. The articles of association of Retail Estates nv do not deviate from the above-mentioned legal provisions.
The conditions under which the financial institutions have provided Retail Estates nv with financing require retention of the public Belgian real estate investment trust status. The general terms and conditions under which this financing was granted give banks the option to demand early repayment in the event of change of control. In addition, a covenant has been written into the credit agreements with a number of financial institutions, whereby Retail Estates nv commits itself to maintain a maximum debt
level of 60% (lower than the legal threshold of 65%).
The articles of association of Retail Estates nv can be found on page 189 of the annual report. Their last revision dates from the extraordinary shareholders' meeting of 22 May 2017.
These data are not required by the legislation on Belgian REITs and are not subject to verification by public authorities. The statutory auditor considered whether the ratios "EPRA Earnings", "EPRA NAV" and "EPRA NNNAV" were calculated according to the definition included in the "EPRA Best Practices Recommendations" and whether the financial data used in the calculation of these ratios correspond with the accounting data included in the activated consolidated financial statements.
| Definitions | EUR/1000 | EUR per | |
|---|---|---|---|
| share | |||
| EPRA earnings | Current result from adjusted core operational activities. | 39,115 | 4.34 |
| EPRA NAV | Net Asset Value (NAV) adjusted to take the fair value of the | 534,123 | 59.29 |
| property investments into account and excluding certain | |||
| elements not expected to crystallise in a long-term investment | |||
| property business model. | |||
| EPRA NNNAV | EPRA NAV adjusted to take the fair value of (i) the financial | 514,970 | 57.17 |
| instruments, (ii) the debts and (iii) the deferred taxes into | |||
| account. | |||
| Definitions | % | ||
| EPRA Net Initial Yield | Annualised gross rental income based on current rents ('passing | 6.52% | |
| (NIY) | rents') at balance sheet closing dates, excluding property costs, | ||
| divided by the market value of the portfolio, plus estimated | |||
| transfer rights and costs resulting from the hypothetical disposal | |||
| of investment properties. | |||
| EPRA topped-up Net | This measure incorporates an adjustment to the EPRA NIY | 6.52% | |
| Initial Yield (topped | in respect of the expiration of the rent-free periods or other | ||
| up NIY) | unexpired lease incentives as step up rents. | ||
| EPRA Vacancy | Estimated market Rental Value (ERV) of vacant surfaces divided | 1.24% | |
| by the ERV of the portfolio as a whole. | |||
| EPRA Cost Ratio | EPRA costs (including vacancy costs) divided by the gross rental | 12.32% | |
| (incl. vacancy costs) | income less ground rent costs | ||
| EPRA Cost Ratio | EPRA Costs (excluding vacancy costs) divided by the gross rental | 12.01% | |
| (excl. vacancy costs) | income less ground rent costs |
| EPRA earnings | EUR/1000 |
|---|---|
| IFRS Net Result (attributable to the shareholders of the parent company) | 52,136 |
| Adjustments to calculate EPRA earnings | |
| Excluding: | |
| Variations in the fair value of investment properties (IAS 40) | 13,610 |
| Result on disposal of investment properties | 279 |
| Changes in the fair value of financial assets and liabilities | -869 |
| Adaptations to minority interests | |
| EPRA earnings (attributable to the shareholders of the parent company) | 39,115 |
| EPRA earnings (EUR/share) (attributable to the shareholders of the parent company) | 4.34 |
| EPRA Net Asset Value (NAV) | EUR/1000 |
|---|---|
| Net Asset Value (attributable to the shareholders of the parent company) according to the annual accounts | 514,970 |
| Net Assets (EUR/share) (attributable to the shareholders of the parent company) | 57.17 |
| Effect of exercise of options, convertibles and other equity interests | |
| Diluted net asset value after effect of exercise of options, convertibles and other equity interests | 514,970 |
| Excluding: | |
| Fair value of the financial instruments | -19,153 |
| EPRA NAV (attributable to the shareholders of the parent company) | 534,123 |
| EPRA NAV (EUR/share) (attributable to the shareholders of the parent company) | 59.29 |
| EPRA Triple Net Asset Value (attributable to the shareholders of the parent company) |
EUR/1000 |
|---|---|
| EPRA NAV (attributable to the shareholders of the parent company) |
534,123 |
| Including: | |
| Fair value of the financial instruments | -19,153 |
| EPRA Triple Net Asset Value (attributable to the shareholders of the parent company) |
514,970 |
| EPRA NNNAV (EUR/share) (attributable to the shareholders of the parent company) |
57.17 |
| EPRA Net Initial Yield | EUR/1000 | |
|---|---|---|
| Investment properties (excluding assets held | ||
| for sale) fair value | 1,071,361 | |
| Transfer taxes | 26,556 | |
| Investment value | 1,097,917 | |
| Project developments | 18,825 | |
| Investment value of the properties, available for | ||
| rent | B | 1,079,092 |
| Annualised gross rental income | 71,407 | |
| Property costs | -1,039 | |
| Annualised net rental income | A | 70,368 |
| Notional rent expiration of rent free period or other lease incentives |
||
| Topped-up net annualised rent | C | 70,368 |
| EPRA Net Initial Yield (NIY) | A/B | 6.52% |
| EPRA topped-up Net Initial Yield (topped-up | ||
| NIY) | C/B | 6.52% |
| EPRA Vacancy Rate | EUR/1000 |
|---|---|
| Estimated rental value of vacant surfaces | 884 |
| Estimated rental value of total portfolio | 71,407 |
| EPRA Vacancy Rate | 1.24% |
| EPRA Cost Ratio | EUR/1000 |
|---|---|
| Operating corporate costs | 2,941 |
| Impairments on trade receivables | 288 |
| Ground rent costs | 249 |
| Property costs | 4,940 |
| Less: | |
| Ground rent costs | -249 |
| EPRA costs (incl. vacancy costs) | 8,169 |
| Vacancy costs | -204 |
| EPRA costs (excl. vacancy costs) | 7,965 |
| Rental income less ground rent costs | 66,312 |
| % | |
|---|---|
| EPRA Cost Ratio (incl. vacancy costs) | 12.32% |
| EPRA Cost Ratio (excl. vacancy costs) | 12.01% |
| O2 | Liquidity provider |
85 |
|---|---|---|
O3 Shareholder agenda 85
" The Retail Estates share this period compared with an increase of 28.22% for the BEL 20."
| 01.04.2016 | 01.04.2015 | 01.04.2014 | |
|---|---|---|---|
| 31.03.2017 | 31.03.2016 | 31.03.2015 | |
| Highest share price | 81.89 | 80.71 | 76.99 |
| Opening price at 1 April | 77.99 | 74.04 | 57.62 |
| Closing price at 31 March | 76.90 | 78.00 | 76.64 |
| Average share price | 77.54 | 73.53 | 64.91 |
| Net asset value (NAV) (IFRS) | 57.17 | 53.48 | 50.43 |
| Premiums NAV relative to closing price | 34.51% | 45.85% | 51.97% |
| Gross dividend | 3.30 | 3.20 | 3.10 |
| Net dividend | 2.310 | 2.336 | 2.325 |
| Dividend yield | 4.48% | 4.28% | 4.22% |
| Return net result on shareholders' equity | 10.12% | 8.86% | 9.24% |
| Pay-out ratio (consolidated) | 75.49% | 77.11% | 81.15% |
| Number of shares | 9,008,208 | 8,866,320 | 7,559,473 |
| Market capitalisation (EUR million) | 692.73 | 691.57 | 579.36 |
| Free float percentage | 100% | 100% | 100% |
| Average daily volume | 7,207 | 4,664 | 2,939 |
| Annual volume | 1,873,888 | 1,189,395 | 749,458 |
Retail Estates nv is listed on the Euronext continuous market.
In the context of Euronext's plans to reform and harmonise its list of quotations and promote the visibility and liquidity of small and medium-sized enterprises, relevant benchmarks for the mid-caps and small-caps were launched on 1 March 2005.
Retail Estates nv is part of the BelMid index consisting of 34 companies.
The market capitalisation of Retail Estates nv amounts to EUR 692.73 million as of 31 March 2017.
Based on the Euronext criteria, Retail Estates nv has a free float percentage of 100%.
The market capitalisation of Retail Estates nv amounts to EUR 692.73 million as of 31 March 2017. "
" The share reached its highest price of the year on 6 June 2016 (EUR 81.89) and ended the financial year at EUR 76.90. "
31/03/98 31/03/99 31/03/00 31/03/01 31/03/02 31/03/03 31/03/04 31/03/05 31/03/06 31/03/07 31/03/08 31/03/09 31/03/10 31/03/11 31/03/12 31/03/13 31/03/14 31/03/15 31/03/16 31/03/17
The share reached its highest price of the year on 6 June 2016 (EUR 81.89) and ended the financial year at EUR 76.90.
The annual average price was EUR 77.54. The above chart shows the stock market performance of the Retail Estates share relative to the BEL 20 since the share's introduction on the stock exchange. The Retail Estates share increased by 143.89% over this period compared with an increase of 28.22% for the BEL 20.
The price of the Retail Estates share decreased by 1.28% in the past financial year compared to the beginning of the financial year. The EPRA Belgian REIT index increased by 1.69%.
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" The goal of the EPRA is to promote, develop and represent the European listed real estate sector. "
On 2 March 2017, the EPRA website announced that Retail Estates nv will be included in the "FTSE EPRA/ NAREIT Developed Europe Index" from 20 March 2017, after market close. In the last quarterly review of this index, Retail Estates nv met all the criteria for inclusion set by the EPRA.
The inclusion of Retail Estates nv in the EPRA index contributes to the share's visibility. We believe that this inclusion will promote the interests of new institutional investors and will increase the liquidity of the share.
The goal of the EPRA is to promote, develop and represent the European listed real estate sector.
The intrinsic value of the real estate valuation at 'fair value' increased during the past year from EUR 53.48 as of 31 March 2016 to EUR 57.17 EUR as of 31 March 2017 (including dividend).
The EPRA NAV is EUR 59.29 as compared to EUR 56.66 EUR the year before. This increase is explained by the positive variations in the value of the investment properties and the result of the financial year.
Regarding the allocation of the results for the financial year ended 31 March 2017, the board of directors proposes to the shareholders' meeting an amount of EUR 29.73 million to be distributed as gross dividend payment (before tax withholding).
This amounts to a gross dividend of EUR 3.30 for the shares which are entitled to dividend from 1 April 2016 (9,008,208 shares).
This represents an increase of 3.12% compared to the dividend received for the financial year ended 31 March 2016.
" The intrinsic value of the real estate valuation at 'fair value' increased during the past year.
"
Within a specific category of investments, the risk profiles and returns can vary considerably depending on the focus, type of activities and specific characteristics of the company that issued the shares.
The greater the risk profile, the higher the return that an investor will demand.
A number of important factors that determine the performance of the BE-REITs include the type and location of the real estate, the type of tenants, the extent of possible vacancies, the interest rate and the general stock market climate.
Since its listing on the stock exchange, the performance of Retail Estates nv has always been in line with the market and in line with the expectations formulated by management at the beginning of the financial year and also with the performance of other Belgian BE-REITs with a comparable
occupancy rate and value appreciation of the underlying real estate.
Real estate is seen by some investors as a bridge between an investment in shares and an investment in bonds or government bonds.
The dividend yield of Retail Estates nv (in the case of a gross dividend of EUR 3.30) in the past financial year was 4.48% compared to the closing price of the share (excluding dividend). The Belgian government linear bond (OLO) 10-year rate was 0.79% on 31 March 2017.
Since 1 April 2003, KBC Securities has been acting as a market animator promoting the marketability of the shares. Since 1 October 2016, De Groof Petercam has also been acting as market animator.
Fees for the past financial year were EUR 0.025 million excl. VAT for 12 months for each market animator.
The shareholders' meeting will take place at the offices of Retail Estates nv, Industrielaan 6, Ternat on Friday 24 July 2017 at 10:00 am.
| Publication Annual report 2016-2017 | 19 June 2017 |
|---|---|
| Dividend made available for payment | 1 August 2017 |
| Announcement half-yearly results | 20 November 2017 |
| Announcement annual results of the financial year 2017-2018 |
18 May 2018 |
" A number of important factors that determine the performance of the BE-REITs include the type and location of the real estate, the type of tenants, the extent of possible vacancies, the interest rate and the general stock market climate.
" Today, the Belgian market of out-of-town retail properties is characterised by considerable stability among long-term investors and tenants."
Virtually unbridled growth appeared to be possible in the 1980s and the early 1990s. Tighter legislation put an end to this proliferation midway through the 1990s, though. Numerous 'opportunity seakers' have since disappeared on account of the growing complexity of the market. The supply of new properties, especially in Flanders, has decreased markedly, but demand has remained stable. This has resulted in rising rents and falling returns. The market of out-of-town retail real estate has established its own position alongside city centre retail premises, offices and semiindustrial real estate.
For prime locations, tenants are currently paying annual rents of EUR 125 to 150/m2 in major
conurbations, and EUR 100/m2 in smaller ones, with returns on high-end prime market locations between 5% and 5.50%. About fifteen years ago, the highest rents amounted to EUR 75/m2 per year, and returns were between 9% and 10%.
The trend of rising rents came to a halt in 2009, with the exception of properties at high-end prime locations. At these locations tenants try to keep the rent payable by limiting the rented area.
These two factors – i.e., the increase in the average rent and the decrease in the average return – have reinforced the growth in value of properties at prime locations over the past twenty years. Today, the Belgian market of out-of-town retail properties is characterised by considerable stability among longterm investors and tenants.
The best barometer to measure the demand is the rate of unoccupied
properties, which has now for several years been below 2% in the portfolio of Retail Estates nv. Tenants of out-of-town retail properties are fiercely loyal to their sales outlets. This is due to the quality of the location on the one hand, and the granting of socioeconomic permits on the other. The permits are issued for buildings, not to tenants. Moreover, this kind of properties are rented out while they are still in the carcass stage (i.e., the shell of the building) and tenants invest significant amounts in furnishing the shops, which
" The best barometer to measure the demand is the rate of unoccupied properties, which has now for several years been below 2% in the portfolio of Retail
Estates nv. "
makes them even less inclined to relocate.
Most tenants of Retail Estates nv's properties are chain stores that have, in recent years, acquired the best sites, often at the expense of local SMEs, which, historically, have always dominated these locations. In this sense, the development that has occurred is similar to what has happened in high streets. On the investment side, the attractive ratio of supply and demand has resulted in increased presence of institutional investors. Also affluent
individuals show an increasing interest in this type of real estate.
Ten institutional investors are now highly active in this segment. Generally speaking, Belgium has more and more integrated retail parks, comparable with those found close to every conurbation in countries like the United Kingdom and France. Retail parks in Belgium tend rather to be small (15,000 to 20,000m²), and are mostly situated in the French-speaking part of the country (Wallonia). In Flanders, new parks likely occur in small urban areas, such as retail parks T Forum and Be-MINE Boulevard respectively in Tongeren and Beringen.
An important part of the Retail Estates nv's properties are located adjacent to major peripheral motorways or near residential districts on the outskirts of larger conurbations and they often form clusters which seek proximity to each other.
The contemporary vision of urban and spatial planning embraces greater cohesion and clarity. Increasingly, certain zones are explicitly being earmarked as areas for large retail outlets and other zones as areas for shops with restricted activities. These areas have space for further establishments. We cannot exclude the possibility that many new developments will be realised as a result of the regionalisation of the place of business policy, which has become effective on 1 July 2014.
During the past years, Retail Estates nv has acquired various retail parks. Several of them have been subjected to a facelift or will be within a medium term. Even the expansion of such sites offers Retail Estates nv attractive prospects.
It is labour-intensive to select suitable opportunities and plan and manage these alterations. They require the necessary expertise, but are rewarded with a higher return on rents.
Since 1998, Retail Estates nv has been investing in out-of-town retail properties, alongside roads. Over a period of 19 years, the company
has established a significant portfolio which, on 31 March 2017, consists of 668 retail properties, covering a total built-up retail area of 748,136m². Their fair value of the real estate portfolio totals EUR 1,071.36 million. The investment value amounts to EUR 1,097.92 million.
The value of the real estate portfolio of the public BE-REIT has increased by 7.05% compared to the value on 31 March 2016 (EUR 1,000.80 million). This is the result of acquisitions, as well as the delivery of several properties under its own development.
The occupancy rate is 98.13%.
properties are solitary retail properties adjacent to the public highway. Every outlet has its own car park and entrance and exit roads, connecting it to the public highway, and making it easily recognisable. In the immediate vicinity, there are, in principle, no retail properties of the same kind.
Retail clusters are a collection of out-of-town retail properties, located along the same traffic axis and, from the consumer's point of view, they form a self-contained whole, although they do not possess a joint infrastructure other than the traffic axis. This is the most typical concentration of out-oftown retail properties in Belgium.
Retail parks are made up of retail properties that, in conjunction with other shops, form part of an integrated commercial complex. All properties use a central car park with a shared entrance and exit
0 100000 200000 300000 400000 500000 600000 700000 800000 900000 1000000 1100000 '98 '99 '00 '01 '02 '03 '04 '0' '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 '17 Area in m² Fair value (in EUR 000)
Growth of the Retail Estates portfolio between 1998 and 2017
Until 31 March 2003: investment value From 1 April 2004: fair value (valuation according to IFRS)
1 The diagrams in this chapter show percentages based on the total surface on 31 March 2017.
road. This enables consumers to go to several shops without having to move their cars. A location of this kind will typically have at least five properties.
Other real estate consists mainly of offices, residential dwellings, hospitality establishments and a logistics complex at Erembodegem. The Erembodegem site was leased in its totality to Brantano nv under a 10-year lease agreement that ends on 31 May 2024. Retail Estates nv only invests in real estate properties used for the aforementioned purposes if they are already embedded in a retail property or are part of a real estate portfolio that can only be acquired as a whole.
development are premises that form part of a new-build project or a renovation project. "
■ Individual peripheral retail properties ■ Retail clusters and retail parks ■ Other
At the time of the incorporation of Retail Estates nv, more than 70% of its retail properties were located in the Walloon Region. This reflected the far greater supply of out-oftown real estate available in this part of the country.
Since then, the ratio has changed, with 60.63% of the portfolio located in the Flemish Region, compared to 39.37% in the Walloon Region. These figures are more in line with the way in which the population is distributed across the two regions.
Now, Retail Estates nv has only two retail outlets in the Brussels Region. This region hardly knows out-of-
Over a period of 19 years, the company has established a significant portfolio which, on 31 March 2017, consists of 668 retail properties, covering a total built-up retail area of 748,136m². "
town real estate and is therefore not actively observed by Retail Estates nv.
The proportion of shoe and clothing shops (26.57%), together with large-scale retail (interior/ decoration and electro, together 24.73%), accounts for more than 51% of the leased surface area. Both categories provide a stable basis. Retailers selling food represent only 13.20%. Socioeconomic permits for all these activities are the most difficult to obtain. This is conducive to an increase in the value of the properties on the one hand and a stronger loyalty to the location on the other.
Since its incorporation, Retail Estates nv has focused on mainly letting out its properties to chain stores and/or franchise issuers.
For the purposes of this analysis, 'chain store' shall mean a large retail company with at least five sales outlets and central accounting. Already in 1998, the company was letting out 82% of its properties to chain stores of this kind. On 31 March 2017 the percentage chain stores and/or franchise issuers represents 88.14%.
These tenants are less sensitive than local independent SMEs to changing conditions in the local market. A temporary local fall in turnover caused by road works, for example, will not cause any liquidity problems capable of jeopardising the payment of rent for chain stores. As most chain stores are organised nationally, and often internationally, they can rely on a strong professional organisation and a marketing unit that can promote the attractiveness of every individual outlet.
They also make significant marketing efforts which can be advantageous to the real estate location.
The differences in rent are not only due to the characteristics of the location, but are often also attributable to the term of the lease agreements, which, in the bestcase scenario, can be reviewed only every 9 years, or otherwise not until 18 or 27 years later. The demand for long-term lease agreements can be explained by the significant amounts that tenants invest in furnishing the premises, and also by the advantages that long-term contracts offer investors, because the tenant is bound by the rent and will not be keen to renegotiate the rent for fear of putting the outlet at risk.
The average contractual rent per m² amounts to EUR 95.45 per year. Compared to 1998 (EUR 61.15/ m²) this represents an increase of 56.09%. This increase is partly due to inflation and rent increases and partly due to the increase in the number of recently established retail properties, which, due to the higher market prices, are typically rented out at higher prices than the
commercial activities of tenants
average of the existing real estate portfolio.
■ Less than EUR 75 ■ Between EUR 75 and 90 ■ Between EUR 90 and 100 ■ Between EUR 100 and 125 ■ More than EUR 125
The top twenty tenants of Retail Estates nv represent 55.67% of the gross rental income, and 52.25% of the total surface area of the properties in the real estate portfolio. They represent 294 shops.
The weighted average term of the leases is 9.76 years. This does not derogate the exsisting theoretical risk that all tenants use their legally granted termination option at the end of the current three-year period. In this case all shop will be empty within 3 years and 6 months.
| RETAIL ESTATES | |||
|---|---|---|---|
| 31.03.17 | 31.03.16 | 31.03.15 | |
| Estimated fair value2 (in €) | 1,071,361,000 | 1,000,799,000 | 837,121,000 |
| Yield (investment value) | 6.60% | 6.64% | 6.80% |
| Contractual rents (in €) | 70,522,410 | 66,600,791 | 55,880,428 |
| Contractual rents incl. rental value of vacant buildings (in €) | 71,406,658 | 67,956,128 | 56,511,608 |
| Total m² in portfolio | 748,136 | 708,879 | 611,076 |
| Number of properties | 668 | 634 | 554 |
| Occupancy rate | 98.13% | 98.22% | 98.78% |
| Total m² under development | 9,742 | 6,552 | 32,496 |
2 This fair value also contains the project developments, which are not included in the fair value as mentioned in the real estate experts' conclusions on 31 March 2017 (see further in this chapter).
On 31 March 2017, the real estate portfolio of Retail Estates nv consists of real estate properties owned by Retail Estates nv and its subsidiaries.
On 31 March 2017, the real estate portfolio of Immobilière Distri-Land nv consists of 10 retail properties that have been rented out completely.
All of these retail properties were built before 1989 and are similar to those owned by Retail Estates nv in terms of location and rent.
" An important part of the Retail Estates nv's properties are located adjacent to major peripheral motorways or near residential districts on the outskirts of larger conurbations and they often form clusters which seek proximity to each other. "
Below is an overview of the real estate portfolio of Retail Estates nv and its subsidiaries on 31 March 2017.
| Province | Cluster/IBW | Address | Gross | Tenants | Rental income (EUR) | Estimated Rental | Acquisition value |
|---|---|---|---|---|---|---|---|
| surface (m²) | Value (EUR) | (EUR) | |||||
| Antwerp | Cluster Antwerp-North |
Bredabaan, 2170 Merksem Bredabaan, 2900 Schoten |
L&L RETAIL BELGIUM SA FUN BELGIUM NV LEGIO IMMO BELGIUM NV ALDI RIJKEVORSEL NV AVEVE NV BEDDEN EN MATRASSEN BV FABRIMODE NV (BEL & BO) C&A BELGIE CV CARPETLAND NV CHAUSSEA BRT BVBA MENATAM SA (EGGO) EURO SHOE GROUP NV MAXI ZOO BELGIUM BVBA NEW VANDEN BORRE NV PEETERS KIP AAN 'T SPIT BVBA PRO-DUO NV SCHOT'S VISHANDEL BVBA ZEEMAN TEXTIELSUPERS NV KREFEL NV LEEN BAKKER BELGIE NV MEDINA NV (BENT SCHOENEN) L.TORFS NV HET BROEKENPALEIS NV JBC NV ORCHESTRA - PREMAMAN NV |
||||
| 32.202 | 4.549.479,34 | 4.549.244,46 | 69.681.508,23 |
| Province | Cluster/IBW | Address | Gross | Tenants | Rental income (EUR) | Estimated Rental | Acquisition value |
|---|---|---|---|---|---|---|---|
| surface (m²) | Value (EUR) | (EUR) | |||||
| Cluster | Boomsesteenweg , 2610 Wilrijk | DECOR HEYTENS BELGIQUE NV | |||||
| Antwerp-South | Antwerpsesteenweg, 2630 Aartselaar | KREFEL NV | |||||
| Boomsesteenweg, 2630 Aartselaar | ADEBO NV | ||||||
| Koningin Astridlaan, 2550 Kontich | OBEY NV | ||||||
| RESIDENTIAL | |||||||
| CARPETLAND NV | |||||||
| KEUKENONTWERPERS NV | |||||||
| PRO-DUO NV | |||||||
| SCHRAUWEN SANITAIR EN VERWARMING NV | |||||||
| DARKOM BVBA | |||||||
| HILTI BELGIUM NV | |||||||
| EDENWOOD NV | |||||||
| ODYSSEUS BOUWMARKTEN NV | |||||||
| BEDDEN EN MATRASSEN BV | |||||||
| KEUKENHUIS NV | |||||||
| MAXI ZOO BELGIUM BVBA | |||||||
| BMS NV | |||||||
| FUN BELGIUM NV | |||||||
| KP DECOR BVBA | |||||||
| PIOCHEUR NV | |||||||
| C&A BELGIE CV | |||||||
| BASIC FIT BELGIE | |||||||
| LIN'S | |||||||
| ZEBULAH NV | |||||||
| EURO SHOE GROUP NV | |||||||
| 32.596 | 3.178.673,66 | 3.531.335,00 | 39.404.391,05 | ||||
| Cluster Lier | Donk, 2500 Lier | ANISERCO nv | |||||
| Antwerpsesteenweg, 2500 Lier | HEUREKA BVBA (FRANCHISE HEYTENS) | ||||||
| NEW VANDEN BORRE nv | |||||||
| MANYLION BVBA (IXINA) | |||||||
| BRANTANO nv | |||||||
| KREFEL nv | |||||||
| SLAAPADVIES BVBA | |||||||
| BELGACOM MOBILE nv | |||||||
| FUN BELGIUM nv | |||||||
| 8.293 | 818.986,92 | 897.220,00 | 7.590.290,42 |
| Province | Cluster/IBW | Address | Gross | Tenants | Rental income (EUR) | Estimated Rental | Acquisition value |
|---|---|---|---|---|---|---|---|
| Cluster Mechelen North |
Oscar Van Kesbeecklaan, 2800 Mechelen Electriciteitsstraat, 2800 Mechelen Guido Gezellelaan, 2800 Mechelen Rode Kruisplein, 2800 Mechelen Liersesteenweg, 2800 Mechelen |
surface (m²) | EURO SHOE GROUP NV MAXI ZOO BELGIUM BVBA BRANTANO NV OPENBARE VERKOPEN.BE BVBA VACANT LEEN BAKKER BELGIE NV NEW VANDEN BORRE NV DANS- EN EXPRESSIE VZW PRO-DUO NV ORCHESTRA - PREMAMAN NV BABYDUMP BV PIOCHEUR NV |
Value (EUR) | (EUR) | ||
| 13.757 | FUN BELGIUM NV | 1.286.199,47 | 1.391.865,00 | 17.724.336,20 | |||
| Cluster Mechelen South |
Brusselsesteenweg, 2800 Mechelen Geerdegemstraat, 2800 Mechelen |
INTRES BELGIUM XP BVBA FABRIMODE nv (BEL & BO) MENATAM SA (EGGO) BRANTANO nv NEW VANDEN BORRE nv REDISCO BVBA L&L RETAIL BELGIUM SA MADMAN BVBA LEGIO IMMO BELGIUM nv |
|||||
| 7.536 | 940.922,21 | 870.785,00 | 8.954.399,22 | ||||
| Cluster Westerlo |
Bell Telephonelaan, 2260 Oevel Hotelstraat, 2260 Oevel |
MERKKLEDING BVBA ACTION BELGIUM BVBA C&A BELGIE CV EURO SHOE GROUP NV FABRIMODE NV (BEL & BO) KWANTUM BELGIE BV RESIDENTIAL KP DECOR BVBA VACANT ZEBULAH NV ZEEMAN TEXTIELSUPERS NV |
|||||
| 12.654 | 765.347,36 | 1.104.871,00 | 15.886.864,20 | ||||
| Individual peripheral retail properties and others |
Slachthuisstraat, 2000 Antwerpen Frans Beirenslaan, 2150 Borsbeek Geelsebaan, 2460 Kasterlee Antwerpsesteenweg, 2660 Hoboken Nekkerspoelstraat, 2800 Mechelen |
ALDI RIJKEVORSEL NV CARPETLAND NV SINT-NIKLAAS DOE HET ZELF NV HUBO BELGIE NV |
|||||
| 6.826 | 705.350,55 | 667.570,00 | 9.644.126,33 |
| Brussels Hainaut |
Individual peripheral retail properties and others Cluster Ath |
Jerusalemstraat, 1030 Schaarbeek Ninoofsesteenweg, 1070 Anderlecht Chaussée de Bruxelles, 7800 Ath |
surface (m²) 2.205 |
ALDI CARGOVIL-ZEMST nv ORCHESTRA-PREMAMAN nv |
246.936,47 | Value (EUR) 228.375,00 |
(EUR) |
|---|---|---|---|---|---|---|---|
| 2.764.160,90 | |||||||
| EURO SHOE GROUP nv AGIK SPRL KRUIDVAT BVBA MATCH SA ZEEMAN TEXTIELSUPERS nv TELENET GROUP BVBA PIOCHEUR nv ELECTRO AV nv ACTION BELGIUM BVBA ALKEN MAES nv |
|||||||
| MONI SPRL | |||||||
| Cluster Aiseau-Presles |
Rue du Campinaire, 6250 Aiseau-Presles | 5.270 | OMEGA nv (DATABUILD) RSDECO AVEVE nv ELECTRO AV nv ALDI GEMBLOUX SA EURO SHOE GROUP nv |
556.404,99 | 664.935,00 | 7.080.296,22 | |
| 8.182 | 731.107,34 | 734.642,50 | 10.898.022,47 | ||||
| Cluster Enghien Pavé de Soignies, 7850 Enghien | KREFEL nv BIO CORNERS SPRL |
||||||
| Cluster Erquelinnes |
Route de Mons, 6560 Erquelinnes | 2.610 | SND SA (TRAFIC) TOMONA SPRL (TOM&CO) |
250.319,71 | 250.319,71 | 3.720.580,11 | |
| Cluster Frameries |
Route Nationale, 7080 Frameries | 2.232 | ACTION BELGIUM BVBA FABRIMODE NV (BEL & BO) IMMO AVAL BELGIUM SA (INTERMARCHÉ) NATALE MARIO (SANDER BOUTIQUE) EURO SHOE GROUP NV ANISERCO NV WILLEMS NV (VERANDAS) LEGIO IMMO BELGIUM NV |
187.765,80 | 187.765,80 | 2.781.492,34 | |
| 7.653 | 695.219,86 | 695.219,86 | 11.138.464,78 |
| Province | Cluster/IBW | Address | Gross | Tenants | Rental income (EUR) | Estimated Rental | Acquisition value |
|---|---|---|---|---|---|---|---|
| Cluster Leuze en-Hainaut |
Rue de l'Artisanat, 7900 Leuze-en-Hainaut | surface (m²) | ACTION BELGIUM BVBA LE REPAIRE DES FILOUS SPRL (SPEELZAAL KINDEREN) PRODUO SPRL (POILS ET PLUMES) EURO SHOE GROUP nv |
Value (EUR) | (EUR) | ||
| 3.050 | 269.201,56 | 269.201,56 | 3.982.110,76 | ||||
| Cluster Mouscron |
Rue de la Liesse, 7700 Mouscron | EXCEL-CASH SA (CASH CONVERTERS) LIDL GOBREL SA |
|||||
| 2.713 | 332.530,05 | 332.530,05 | 5.228.877,66 | ||||
| Cluster Péruwelz |
Rue Neuve Chaussée, 7600 Péruwelz | PERUWELZ BRICOLAGE SPRL IMMO AVAL BELGIUM SA (INTERMARCHÉ) EURO SHOE GROUP NV POINT CARRE SPRL CHAUSSEA BRT BVBA JBC NV FABRIMODE NV (BEL & BO) ACTION BELGIUM BVBA |
|||||
| 9.220 | 845.470,40 | 843.133,35 | 12.952.592,54 | ||||
| Cluster Tournai Rue des Roselières, 7503 Froyennes Rue de Maire, 7503 Froyennes Rue de la Taverne du Maire, 7503 Froyennes |
CHAUSSURES MANIET SA LEEN BAKKER BELGIE NV DELCAMBE CHAUSSURES SPRL DECOR HEYTENS BELGIQUE NV ANISERCO NV PIOCHEUR NV CARGLASS NV VACANT DI SA MOBISTAR NV |
||||||
| 7.979 | 843.645,79 | 916.202,87 | 8.268.820,60 | ||||
| Province | Cluster/IBW | Address | Gross | Tenants | Rental income (EUR) | Estimated Rental | Acquisition value |
|---|---|---|---|---|---|---|---|
| surface (m²) | Value (EUR) | (EUR) | |||||
| Individual | Route de Philippeville, 6010 Couillet | MAGIC SOFA SCS | |||||
| peripheral retail | Route Nationale, 6041 Gosselies | ELECTRO DEPOT BELGIQUE SA | |||||
| properties and | Route de la Basse Sambre, 6060 Gilly | WIBRA BELGIE NV | |||||
| others | Avenue du Centenaire, 6061 Montignies-sur-Sambre | MEGA STORE SPRL | |||||
| Rue de la Persévérance, 6061 Montignies-sur-Sambre | SAY SPRL | ||||||
| Rue de Leernes, 6140 Fontaine-l'Evêque | JBC NV | ||||||
| Chaussée de Mons, 6150 Anderlues | E5-MODE NV | ||||||
| Rue Dewiest, 6180 Courcelles | DO INVEST NV | ||||||
| Rue des Français, 6200 Châtelet | NEW VANDEN BORRE NV | ||||||
| Chaussée de Gilly, 6220 Fleurus | MATCH SA | ||||||
| Rue de Bertransart, 6280 Gerpinnes | POINT CARRE SPRL | ||||||
| Rue d'Anderlues, 6530 Thuin | JBC NV | ||||||
| Chaussée de Binche, 7000 Mons | DFA1-CENTRE FUNERAIRE MARCHANT BVBA | ||||||
| Avenue Wilson, 7012 Jemappes | MOBISTAR NV | ||||||
| Rue de la Station, 7060 Soignies | PROFI SA | ||||||
| Chaussee de Roeulx, 7060 Soignies | ALDI GEMBLOUX SA | ||||||
| Avenue de la Wallonie, 7100 La Louvière | DISTRILED CENTRE BVBA | ||||||
| Rue Zépherin Fontaine, 7130 Binche | LIDL | ||||||
| Rue des bureaux, 7160 Chapelle-lez-Herlaimont | CODDS SPRL | ||||||
| Route de Mons, 7390 Quaregnon | NIKE RETAIL BV | ||||||
| Route de Mons, 7390 Wasmuel | MAGS BVBA (CHAUSSEA) | ||||||
| Rue du Grand Hornu, 7301 Hornu | BASIC FIT BELGIE | ||||||
| PIOCHEUR NV | |||||||
| CASHALLO SPRL | |||||||
| AVEVE NV | |||||||
| CHAUSSEA BRT BVBA | |||||||
| WIBRA BELGIE NV | |||||||
| RUNFA SPRL (WOK) | |||||||
| LEONARDO SPRL | |||||||
| OULA OOPS SPRL (BINNENSPEELTUIN) | |||||||
| MAXI TOYS BELGIUM SA | |||||||
| BASSANI SPRL | |||||||
| MC DONALD'S BELGIUM INC. | |||||||
| JCDECAUX BILLBOARD SA | |||||||
| DEVRESSE SA | |||||||
| ANISERCO NV | |||||||
| CARPETLAND NV | |||||||
36.328 3.248.749,67 3.048.704,75 35.988.262,12
| Province | Cluster/IBW | Address | Gross | Tenants | Rental income (EUR) | Estimated Rental | Acquisition value |
|---|---|---|---|---|---|---|---|
| surface (m²) | Value (EUR) | (EUR) | |||||
| Limburg | Cluster | Koolmijnlaan, 3580 Beringen | BRICO BELGIUM nv | ||||
| Beringen | ALBERT HEIJN BELGIE nv | ||||||
| MAXI ZOO BELGIUM BVBA | |||||||
| MAGS BVBA (CHAUSSEA) | |||||||
| MEDINA nv (BENT SCHOENEN) | |||||||
| L&L RETAIL BELGIUM SA | |||||||
| MONHASHEE BVBA (ZEB) | |||||||
| H&M HENNES & MAURITZ SA | |||||||
| FABRIMODE nv (BEL & B0) | |||||||
| C&A BELGIE CV | |||||||
| AVA PAPIERWAREN nv | |||||||
| NEW VANDEN BORRE nv | |||||||
| 17.637 | 1.876.505,42 | 1.897.048,33 | 31.120.736,80 | ||||
| Cluster Hasseltweg, 3600 Genk |
VAN BEUREN INTERIORS BVBA | ||||||
| Genk | Wilde Kastanjelaan, 3600 Genk | KVIK A/S | |||||
| Hasseltweg | GOBREL SA | ||||||
| TOYCHAMP BELGIUM nv | |||||||
| SEATS AND SOFAS nv | |||||||
| BUDGETSLAGER nv | 723.575,00 | ||||||
| ALDI HEUSDEN-ZOLDER | |||||||
| 9.971 | 727.069,30 | 9.318.202,39 | |||||
| Cluster | Binnensingel, 3920 Lommel | SPORTSDIRECT.COM BELGIUM | |||||
| Lommel | LIDL | ||||||
| LEEN BAKKER BELGIE nv | |||||||
| KREFEL nv | |||||||
| 6.938 | 715.556,22 | 703.735,00 | 10.724.969,43 |
| Province | Cluster/IBW | Address | Gross | Tenants | Rental income (EUR) | Estimated Rental | Acquisition value |
|---|---|---|---|---|---|---|---|
| surface (m²) | Value (EUR) | (EUR) | |||||
| Cluster | Luikersteenweg, 3700 Tongeren | JBC NV | |||||
| Tongeren | L.TORFS NV | ||||||
| ADL CONSULT BVBA | |||||||
| PRO-DUO NV | |||||||
| EURO SHOE GROUP NV | |||||||
| KLEDING VOSSEN NV | |||||||
| NEW VANDEN BORRE NV | |||||||
| MONASHEE BVBA (ZEB) | |||||||
| DREAMLAND NV | |||||||
| FABRIMODE NV (BEL & BO) | |||||||
| KRUIDVAT BVBA | |||||||
| E5-MODE NV | |||||||
| CHAUSSEA BRT BVBA | |||||||
| C.C.I.T. BVBA | |||||||
| GOBREL SA | |||||||
| PIOCHEUR NV | |||||||
| AVA PAPIERWAREN NV | |||||||
| DELIEVEC BVBA | |||||||
| BELG. BIJKANTOOR DELHAIZE LE LION/DE LEEUW BV | |||||||
| LIDL | |||||||
| ACTION BELGIUM BVBA | |||||||
| MAXI ZOO BELGIUM BVBA | |||||||
| DESCART0 BVBA | |||||||
| LEEN BAKKER BELGIE NV | |||||||
| GROEP L.B.M. BVBA | |||||||
| 30.930 | 2.373.503,68 | 2.779.780,00 | 37.888.234,27 | ||||
| Individual | Genkersteenweg, 3500 Hasselt | VACANT | |||||
| peripheral retail | Vredelaan, 3530 Houthalen | GROUP GL INTERNTIONAL NV | |||||
| properties and | Grote Baan, 3530 Houthalen | JBC NV | |||||
| others | Meylandtlaan, 3550 Heusden-Zolder | LIDL | |||||
| Hoevenstraat, 3920 Lommel | RESIDENTIAL | ||||||
| Maaseikersteenweg, 3620 Lanaken | E5-Mode NV |
||||||
| MAGS BVBA (CHAUSSEA) | |||||||
| TOYCHAMP BELGIUM NV | |||||||
| 8.364 | 551.062,74 | 745.640,00 | 11.105.816,84 |
| Province | Cluster/IBW | Address | Gross | Tenants | Rental income (EUR) | Estimated Rental | Acquisition value |
|---|---|---|---|---|---|---|---|
| surface (m²) | Value (EUR) | (EUR) | |||||
| Liège | Cluster Blegny | Rue Champs de Tignée, 4671 Barchon | WILMAR DECO SPRL | ||||
| Barchon | Champs de Tignée, 4671 Barchon | LES PERES NOIRS SA | |||||
| OPTIC BARCHON SPRL | |||||||
| CHAUD DIFFUSION SPRL | |||||||
| SAKER-GRECO | |||||||
| BRICOBA SA | |||||||
| INGI COIFFURE SPRL | |||||||
| LES BOUCHERS DOUBLES SPRL | |||||||
| LA CHINE WOK SPRL | |||||||
| CIRCUS BELGIUM SA | |||||||
| LA GLISSE | |||||||
| 3D MANAGEMENT SPRL | |||||||
| SEPTEMBRE 1965 SPRL (POINTCARRE) | |||||||
| BELG. BIJKANTOOR DELHAIZE LE LION/DE LEEUW BV | |||||||
| LIDL | |||||||
| T.C. BONCELLES SPRL | |||||||
| PHILIPPE STEVENS SPRL - DIGITHOME | |||||||
| 11.871 | 1.078.139,25 | 1.129.690,00 | 14.719.308,55 | ||||
| Cluster Liège | Bld Cuivre et Zinc, 4000 Liège | ANISERCO NV | |||||
| Edge of Town | Boulevard Raymond Poincaré, 4000 Liège | DISCUS SPRL (VERKOOP VISGEREI) | |||||
| Boulevard de Froidmont, 4000 Liège | VACANT | ||||||
| STAR MODE SPRL | |||||||
| KREFEL NV | |||||||
| APRICOT SA (VERKOOP KLEDING) | |||||||
| BURGER BRANDS BELGIUM NV | |||||||
| LEEN BAKKER BELGIE NV | |||||||
| LA GRANDE RECRE BELGIQUE SPRL | |||||||
| BURO MARKET NV | |||||||
| ALDI VAUX-SUR-SURE SA | |||||||
| DISTRILED LIEGE SPRL | |||||||
| LEGIO IMMO BELGIUM NV | |||||||
| LAMBRECHTS NV (GROOTHANDEL SANITAIR) | |||||||
| ENGELS LIEGE BVBA | |||||||
| 14.650 | 1.246.479,61 | 1.316.920,00 | 15.665.782,40 | ||||
| Province | Cluster/IBW | Address | Gross | Tenants | Rental income (EUR) | Estimated Rental | Acquisition value |
|---|---|---|---|---|---|---|---|
| surface (m²) | Value (EUR) | (EUR) | |||||
| Cluster | Rue Mitoyenne, 4700 Eupen | PIOCHEUR NV | |||||
| Eupen | Herbesthalerstraat, 4700 Eupen | ANISERCO NV | |||||
| CHAUSSEA BRT BVBA | |||||||
| C&A BELGIE CV | |||||||
| CASSIS SA | |||||||
| EURO SHOE GROUP NV | |||||||
| JBC NV | |||||||
| PRO-DUO NV | |||||||
| VERITAS NV | |||||||
| ORCHESTRA-PREMAMAN NV | |||||||
| 9.153 | 883.531,61 | 826.760,00 | 12.949.150,31 | ||||
| Cluster Liège | Rue des Naiveux, 4040 Herstal | GOBREL SA | |||||
| Herstal | Rue Arnold Delsupexhe, 4040 Herstal | L&L RETAIL BELGIUM SA | |||||
| PROMOTEX INTERNATIONAL SA EN TAO BELGIQUE SA | |||||||
| NEW VANDEN BORRE nv | |||||||
| REDISCO BVBA | |||||||
| AVA PAPIERWAREN nv | |||||||
| 5.205 | 663.287,55 | 539.183,58 | 4.794.580,69 | ||||
| Cluster Rocourt Chaussée de Tongres, 4000 Rocourt | AUTO 5 NV | ||||||
| CLUB SA | |||||||
| KREFEL NV | |||||||
| MEDI-MARKET PARAPHARMACIE LIEGE NV | |||||||
| BDO DISTRIBUTION SA | |||||||
| MAGS BVBA (CHAUSSEA) | |||||||
| C&A BELGIE CV | |||||||
| EURO SHOE GROUP NV | |||||||
| HEMA BELGIE BVBA | |||||||
| DISTRI JEMAPPES-ROCOURT SPRL (GIFI-IDE) | |||||||
| JBC NV | |||||||
| BURGER BRANDS BELGIUM NV | |||||||
| 10.964 | 1.716.999,94 | 1.683.255,00 | 27.707.939,92 |
| Province | Cluster/IBW | Address | Gross | Tenants | Rental income (EUR) | Estimated Rental | Acquisition value |
|---|---|---|---|---|---|---|---|
| surface (m²) | Value (EUR) | (EUR) | |||||
| Cluster | Boulevard des Gérardchamps, 4800 Verviers | BELG. BIJKANTOOR DELHAIZE LE LION/DE LEEUW BV | |||||
| Verviers | Rue Fernand Houget, 4800 Verviers | GEMEENSCHAP DELHAIZE/TOM & CO/LEENBAKKER | |||||
| Rue d' Anvers, 4800 Verviers | ANISERCO NV | ||||||
| Rue de la Station, 4800 Verviers | LEEN BAKKER BELGIE NV | ||||||
| BDO DISTRIBUTION SA | |||||||
| BRANTANO NV | |||||||
| PIOCHEUR NV | |||||||
| REGIE DES BATIMENTS | |||||||
| DECATHLON BELGIUM NV | |||||||
| MCDONALD'S RESTAURANTS BELGIUM NV | |||||||
| SECUREX INTERNATIONAL | |||||||
| MIAMI SUN SPRL | |||||||
| ING BELGIQUE SA | |||||||
| PHARMACIES POPULAIRES DE VERVIERS ET ARR. SCRL | |||||||
| DREAMLAND NV | |||||||
| PRO-DUO NV | |||||||
| GROEP BOSSUYT BELGIE NV | |||||||
| ELECTRO AV NV | |||||||
| SND SA (TRAFIC) | |||||||
| MENATAM SA (EGGO) | |||||||
| MAISONS DU MONDE | |||||||
| PARFUMERIE ICI PARIS XL SA | |||||||
| MAGS BVBA (CHAUSSEA) | |||||||
| L&L RETAIL BELGIUM SA | |||||||
| 3D MANAGEMENT SPRL | |||||||
| JBC NV | |||||||
| DELIMMO SA | |||||||
| MAXI ZOO BELGIUM BVBA | |||||||
| PAPETERIE.BE SPRL | |||||||
| KRUIDVAT BVBA | |||||||
| EDCOM SCRL | |||||||
| 37.084 | 3.467.455,34 | 3.264.340,62 | 49.999.147,79 | ||||
| Province | Cluster/IBW | Address | Gross | Tenants | Rental income (EUR) | Estimated Rental | Acquisition value |
|---|---|---|---|---|---|---|---|
| surface (m²) | Value (EUR) | (EUR) | |||||
| Individual | Rue Joseph Demoulin, 4000 Liège | ACTION BELGIUM BVBA | |||||
| peripheral retail | Rue de Chafnay, 4020 Jupille-sur-Meuse | PROFI SA | |||||
| properties and | Rue Servais Malaise, 4030 Grivegnée | EURO SHOE GROUP NV | |||||
| others | Rue de Sewage, 4100 Seraing | KRUIDVAT BVBA | |||||
| Route du Condroz, 4120 Neupré | ZANIMO SPRL | ||||||
| Avenue Laboulle, 4130 Tilff | SERAING DISCOUNT | ||||||
| Chaussée Romaine S/N, 4300 Waremme | POINT CARRE SPRL | ||||||
| Rue Joseph Wauters, 4500 Huy | BOUNCE WEAR BVBA (SPORTARTIKELEN) | ||||||
| Avenue du Bosquet, 4500 Huy | LIDL | ||||||
| Rue du Bay-Bonnet, 4620 Fléron | BRANTANO NV | ||||||
| Rue Bureau, 4620 Fléron | BLEU CITRON SPRL | ||||||
| Avenue Reine Astrid, 4900 Spa | ORCHESTRA-PREMAMAN NV | ||||||
| Boulevard des Anglais, 4900 Spa | |||||||
| Rue du Chalet, 4920 Aywaille | |||||||
| 16.158 | 1.382.020,89 | 1.241.849,86 | 16.566.916,72 | ||||
| Luxembourg Cluster Marche | Avenue de France, 6900 Marche-en-Famenne | MAXI TOYS BELGIUM SA | |||||
| en-Famenne | Chaussée de Liège, 6900 Marche-en-Famenne | BE KITCHEN SPRL | |||||
| Rue du parc Industriel, 6900 Marche-en-Famenne | ZEEMAN TEXTIELSUPERS NV | ||||||
| C&A BELGIE CV | |||||||
| BBK EXPANSION BVBA (BABYKID) | |||||||
| LEEN BAKKER BELGIE NV | |||||||
| JMBA SPRL (IXINA) | |||||||
| PIOCHEUR NV | |||||||
| BASILE FAMILY SPRL | |||||||
| H&M JENNES & MAURITZ SA | |||||||
| HEMA BELGIE BVBA | |||||||
| EUROVENTES SPRL | |||||||
| ELECTRO AV NV | |||||||
| FOLLOW UP SPRL | |||||||
| CIVADIS SA | |||||||
| HUBO BELGIE NV | |||||||
| 15.183 | 1.608.301,64 | 1.660.705,00 | 17.980.230,97 |
| Province | Cluster/IBW | Address | Gross surface (m²) |
Tenants | Rental income (EUR) | Estimated Rental Value (EUR) |
Acquisition value (EUR) |
|---|---|---|---|---|---|---|---|
| Individual peripheral retail properties and others |
Rue de Marche, 6600 Bastogne Avenue de la Gare, 6720 Habay-la-Neuve Rue de la Ferme, 6780 Messancy Rue de la Vallée, 6780 Messancy Rue de Neufchâteau, 6800 Libramont-Chevigny Rue de Libin, 6800 Libramont Avenue de Bouillon, 6800 Libramont Rue de l'Aliénau, 6800 Libramont Rue de la Girafe, 6830 Bouillon |
JBC NV CARREFOUR BELGIUM RETAIL ASSOCIATES NV ZEEMAN TEXTIELSUPERS NV MAXI MARKET SPRL GOBREL SA MAKE SPRL ZHAN LI FEN BLUE VISION MESSANCY (A CONSTITUER) VACANT QUALITY MEAT RENMANS SA MEUBLES DOURET ET FILS BRICO ARDENNE SPRL KREFEL NV PARTY 2000 SPRL AVA PAPIERWAREN NV OMEGA NV (DATABUILD) BPOST SA |
|||||
| Namur | Cluster Dinant | Tienne de l'Europe / Rue Saint Jacques, 5500 Dinant Tienne de l'Europe, 5500 Dinant |
18.778 | BRANTANO nv ELECTRO AV nv LEEN BAKKER BELGIE nv CASSIS SA CHARTEX SA RESIDENTIAL NMD SPRL |
1.431.112,53 | 1.437.664,30 | 22.952.767,06 |
| Cluster Gembloux |
Campagne d'Enée, 5030 Gembloux | 5.330 | C&A BELGIE CV MENATAM SA (EGGO) VANDEN BERGH SA AVA PAPIERWAREN nv AUGEM SPRL ELECTRO AV nv KRUIDVAT BVBA IDEAL DECOR ETS SA DISTRILED CENTRE BVBA LIDL |
510.901,89 | 512.595,00 | 6.454.671,73 | |
| 8.237 | 825.079,05 | 820.570,00 | 12.485.203,34 |
| Province | Cluster/IBW | Address | Gross | Tenants | Rental income (EUR) | Estimated Rental | Acquisition value |
|---|---|---|---|---|---|---|---|
| surface (m²) | Value (EUR) | (EUR) | |||||
| Cluster | Rue de Sardanson, 5004 Bouge | FAST FOOD SPRL | |||||
| Namur-North | Chaussée de Louvain, 5004 Bouge | CCB CORPORATE SPRL (CASH | |||||
| Rue Louis Albert, 5020 Champion | CONVERTERS) | ||||||
| Chaussée de Louvain, 5020 Champion | 2 HB ANS SPRL (HAIRCARE) | ||||||
| C&A BELGIE CV | |||||||
| CARREFOUR BELGIUM SA | |||||||
| PIOCHEUR NV | |||||||
| E5-MODE NV | |||||||
| BRANTANO NV | |||||||
| SND SA (TRAFIC) | |||||||
| NCD SA (IXINA) | |||||||
| ALDI GEMBLOUX SA | |||||||
| MAISONS DU MONDE | |||||||
| TIAN BAO SPRL | |||||||
| 14.868 | 1.572.025,44 | 1.532.829,00 | 19.064.443,14 | ||||
| Cluster | Avenue du Prince de Liege, 5100 Jambes | NEW VANDEN BORRE NV | |||||
| Namur-South | Chaussée de Liege, 5100 Jambes | CHAUSSEA BRT BVBA | |||||
| Chaussée de Marche, 5101 Erpent | ORCHESTRA-PREMAMAN NV | ||||||
| BURGER BRANDS BELGIUM NV | |||||||
| KREFEL NV | |||||||
| ECLIPSE SPRL (AUPING) | |||||||
| 8.523 | 852.736,37 | 846.032,34 | 12.979.822,05 | ||||
| Cluster | Rue Baty des Puissances, 5190 Jemeppe-sur-Sambre | BRICO BELGIUM nv | |||||
| Sambreville | BRANTANO nv | ||||||
| MAXI TOYS BELGIUM SA | |||||||
| PING AN 168 SPRL (KLEDINGWINKEL) | |||||||
| GOBREL SA | |||||||
| BAVAROIS CONCEPT SPRL (WOK) | |||||||
| 5.045 | 395.615,12 | 449.840,00 | 4.144.556,55 | ||||
| Individual | Ancien Rivage, 5020 Malonne | ANISERCO nv | |||||
| peripheral retail | Chaussée de Wavre, 5030 Gembloux | BRANTANO nv | |||||
| properties and | Avenue Reine Elisabeth, 5300 Andenne | MAXI TOYS BELGIUM SA | |||||
| others | Avenue de la Belle Mine, 5300 Andenne | NEW VANDEN BORRE nv | |||||
| Rue de Neuville, 5600 Philippeville | EURO SHOE GROUP nv | ||||||
| C&A BELGIE CV | |||||||
| ALDI GEMBLOUX SA | |||||||
| 6.163 | 627.295,37 | 714.910,00 | 4.153.657,49 |
| Province | Cluster/IBW | Address | Gross | Tenants | Rental income (EUR) | Estimated Rental | Acquisition value |
|---|---|---|---|---|---|---|---|
| surface (m²) | Value (EUR) | (EUR) | |||||
| East | Cluster | Leopold II-laan, 9200 Dendermonde | BELG. BIJKANTOOR DELHAIZE LE LION/DE LEEUW BV | ||||
| Flanders | Dendermonde | Mechelsesteenweg, 9200 Dendermonde | BELLOLI BVBA | ||||
| Mechelsestwg | Oude Vest, 9200 Dendermonde | PIOCHEUR nv | |||||
| LEEN BAKKER BELGIE nv | |||||||
| FUN BELGIUM nv | |||||||
| BASIC FIT BELGIE | |||||||
| KREFEL nv | |||||||
| GAM nv | |||||||
| KRUIDVAT BVBA | |||||||
| 14.969 | 1.372.051,97 | 1.423.525,00 | 7.627.022,04 | ||||
| Cluster Eeklo | Stationsstraat, 9900 Eeklo | DI SA | |||||
| Stationstraat - Krügercenter, 9900 Eeklo | DAMART TSD NV | ||||||
| Gentsesteenweg, 9900 Eeklo | HUNKEMOLLER BELGIUM NV | ||||||
| HANS ANDERS BELGIE BVBA | |||||||
| L&L RETAIL BELGIUM SA | |||||||
| L.TORFS NV | |||||||
| C&A BELGIE CV | |||||||
| SAVERMO NV (ZEB) | |||||||
| LIDL | |||||||
| PIOCHEUR NV | |||||||
| HEMA BELGIE BVBA | |||||||
| NEW VANDEN BORRE NV | |||||||
| JBC NV | |||||||
| CARREFOUR BELGIUM RETAIL ASSOCIATES NV | |||||||
| FITFORM | |||||||
| WAMO BVBA | |||||||
| BRICO BELGIUM NV | |||||||
| ELECTRO AV NV | |||||||
| BELSAY NV | |||||||
| TIJDLOOS BVBA | |||||||
| BRANTANO NV | |||||||
| 13.038 | 1.477.397,37 | 1.236.438,69 | 18.187.351,20 | ||||
| Province | Cluster/IBW | Address | Gross | Tenants | Rental income (EUR) | Estimated Rental | Acquisition value |
|---|---|---|---|---|---|---|---|
| Cluster Ghent-South |
Kortrijksesteenweg, 9051 Sint-Denijs-Westrem Wallenkensstraat, 9051 Sint-Denijs-Westrem |
surface (m²) | FUN BELGIUM NV RETAIL CONCEPTS NV (AS ADVENTURE) DECOR HEYTENS BELGIQUE NV GDW-GENT BV FINSBURY PROPERTIES NV NEW VANDEN BORRE NV KREFEL NV DEUTSCHE BANK AG ORCHESTRA-PREMAMAN NV CARPETLAND NV PIOCHEUR NV L.TORFS NV |
Value (EUR) | (EUR) | ||
| WAMO BVBA | |||||||
| 14.600 | 1.822.734,98 | 1.877.625,30 | 21.337.016,55 | ||||
| Cluster Oudenaarde |
Gentstraat, 9700 Oudenaarde | EXTRA VERTES BVBA C&A BELGIE CV LEEN BAKKER BELGIE NV VACANT PIOCHEUR NV WIBRA BELGIE NV ALBERT HEIJN BELGIE NV KRUIDVAT BVBA BPOST SA |
|||||
| 7.954 | 445.841,59 | 645.727,15 | 6.911.516,83 | ||||
| Cluster Sint-Niklaas |
Parklaan, 9100 Sint-Niklaas Plezantstraat, 9100 Sint-Niklaas |
GUNGO BVBA ELECTRO AV nv RESIDENTIAL FUN BELGIUM nv ALDI ERPE MERE nv |
|||||
| 4.796 | 514.335,98 | 474.830,00 | 4.533.707,84 | ||||
| surface (m²) Value (EUR) Oude Heerbaan, 9230 Wetteren DE RYCKE BVBA (GROOTHANDEL BLOEMEN EN PLANTEN) Cluster Wetteren Oosterzelesteenweg, 9230 Wetteren ALFLORA BV (VERKOOP BLOEMISTENARTIKELEN) BB CONCEPT BVBA (OPSLAG DROGE VOEDING) GEMEENSCHAP DE RYCKE-ALFLORA-BB CONCEPT |
|
|---|---|
| (EUR) | |
| AMELIM NV ATITA NV (PAPIERWAREN) |
|
| JBC NV L.TORFS NV NEW VANDEN BORRE NV SLAAPADVIES BVBA SPORTSDIRECT.COM BELGIUM VERITAS NV RETAIL BELGIE BVBA |
|
| L&L RETAIL BELGIUM SA REDISCO BVBA ORCHESTRA-PREMAMAN NV C&A BELGIE CV WAMO BVBA |
|
| 25.247 1.702.571,89 1.656.978,00 |
25.707.925,20 |
| Province | Cluster/IBW | Address | Gross | Tenants | Rental income (EUR) | Estimated Rental | Acquisition value |
|---|---|---|---|---|---|---|---|
| Individual peripheral retail properties and others |
Fratersplein, 9000 Gent Brusselsesteenweg, 9050 Gentbrugge Maisstraat, 9060 Zelzate Antwerpsesteenweg, 9080 Lochristi Brusselsesteenweg, 9090 Melle Zelebaan, 9160 Lokeren Zelebaan Lot B, 9160 Lokeren Oosterzelesteenweg, 9230 Wetteren Grote Baan, 9250 Waasmunster Brusselsesteenweg, 9300 Aalst Gentsesteenweg, 9300 Aalst Pieter Corneliskaai, 9300 Aalst Kwadelapstraat, 9320 Erembodegem Nachtegaalstraat, 9320 Erembodegem Brakelsesteenweg, 9400 Ninove Astridlaan, 9500 Geraardsbergen Provincieweg, 9550 Herzele Noordlaan, 9630 Munkzwalm Ronseweg, 9700 Oudenaarde Astenemolenstraat, 9800 Deinze Kortrijksesteenweg, 9830 Sint-Martens-Latem Stationsstraat, 9890 Gavere Puitvoetstraat, 9100 Sint-Niklaas |
surface (m²) | LIDL VACANT MUYS NV JBC NV DAMART TSD NV AUGUSTYNS BVBA (VERKOOP KEUKENS) BRANTANO NV KREFEL NV LEGIO IMMO BELGIUM NV RESIDENTIAL TDM PRODUCTS BELGIUM BVBA CARPETLAND NV BRICO BELGIUM NV MUYS NV ALDI ERPE MERE NV MODEMAKERS FASHION NV OMEGA (DEINZE) PLAZA GENT BVBA MATCH SA |
Value (EUR) | (EUR) | ||
| 56.705 | 4.154.734,35 | 4.227.777,99 | 58.992.716,13 | ||||
| Flemish Brabant |
Cluster Halle | Edingsesteenweg, 1500 Halle Bergensesteenweg, 1500 Halle Demaeghtlaan, 1500 Halle Bergensesteenweg, 1600 Sint-Pieters-Leeuw |
7.457 | KP DECOR BVBA ORCHESTRA-PREMAMAN nv AVEVE nv BRANTANO nv CHALET CENTER COMM. V. |
467.629,82 | 653.800,00 | 6.160.459,74 |
| Cluster Kampenhout |
Mechelsesteenweg, 1910 Kampenhout | 4.536 | EURO SHOE GROUP nv FABRIMODE nv (BEL & BO) NORDEX nv STANDAARD BOEKHANDEL nv ZEEMAN TEXTIELSUPERS nv PIOCHEUR nv SWISS SENSE BVBA |
497.521,41 | 557.850,00 | 2.157.788,68 |
| Province | Cluster/IBW | Address | Gross | Tenants | Rental income (EUR) | Estimated Rental | Acquisition value |
|---|---|---|---|---|---|---|---|
| Cluster Leuven-East |
Tiensesteenweg, 3360 Korbeek-Lo Ridderstraat, 3360 Bierbeek |
surface (m²) | LOVANIX BVBA (IXINA) SANTANA INTERNATIONAL nv FUN BELGIUM nv ORCHESTRA-PREMAMAN nv BRANTANO nv FABRIMODE nv (BEL & BO) LEEN BAKKER BELGIE nv LEGIO IMMO BELGIUM nv PIOCHEUR nv L.TORFS nv |
Value (EUR) | (EUR) | ||
| 11.010 | 1.343.171,32 | 1.315.364,00 | 19.215.092,84 | ||||
| Cluster Zaventem |
Leuvensesteenweg, 1930 Zaventem Leuvensesteenweg, 1932 Sint-Stevens-Woluwe Jozef Van Damstraat, 1932 Sint-Stevens-Woluwe |
CARPETLAND NV VONIKA BVBA E-LOGISTICS NV VACANT PROMO SAPIENS NV HUBO BELGIE NV BEDDEN EN MATRASSEN BV COOLBLUE NV ANISERCO NV RETAIL PARTNERS COLRUYT GROUP ZEEMAN TEXTIELSUPERS NV KRUIDVAT BVBA |
|||||
| 15.382 | 1.195.852,99 | 1.289.620,00 | 17.838.775,66 |
| Province | Cluster/IBW | Address | Gross | Tenants | Rental income (EUR) | Estimated Rental | Acquisition value |
|---|---|---|---|---|---|---|---|
| Individual peripheral retail properties and others |
Humaniteitslaan, 1601 Ruisbroek Verlengde Stallestraat, 1620 Drogenbos Nieuwe Stallestraat, 1620 Drogenbos Waterloosesteenweg, 1640 Sint-Genesius-Rode Ninoofsesteenweg, 1700 Dilbeek Assesteenweg, 1740 Ternat Schaarbeeklei, 1800 Vilvoorde Goudbloemstraat, 1800 Vilvoorde Waardbeekdreef, 1850 Grimbergen Hoogstraat, 1930 Zaventem Brusselsesteenweg, 3020 Herent Brusselsesteenweg, 3090 Overijse Leuvensesteenweg, 3290 Diest Leuvenselaan, 3300 Tienen Aarschotsesteenweg, 3390 Sint-Joris-Winge |
surface (m²) | GOBREL SA ATLANTIS SPRL RETAIL CONCEPTS NV (AS ADVENTURE) NEW VANDEN BORRE NV VACANT CEMEPRO SPRL (CHATEAU D'AX) BRANTANO NV JBC NV DEVOTEC BVBA RESIDENTIAL ALDI CARGOVIL-ZEMST NV AVA PAPIERWAREN NV KREFEL NV LEEN BAKKER BELGIE NV PIOCHEUR NV ALDI HEUSDEN-ZOLDER RETAIL CONCEPTS NV (AS ADVENTURE) |
Value (EUR) | (EUR) | ||
| 32.157 | FUN BELGIUM NV | 3.596.326,23 | 3.595.209,85 | 49.293.471,47 | |||
| Walloon Brabant |
Cluster Braine l'Alleud |
Avenue de la belle Province, 1420 Braine-l'Alleud Rue Pierre Flamand, 1420 Braine-l'Alleud |
AVA PAPIERWAREN nv PROXIMUS nv (BELGACOM) BRANTANO nv C&A BELGIE CV BELG. BIJKANTOOR DELHAIZE LE LION/ DE LEEUW BV LEGIO IMMO BELGIUM nv MAXI TOYS BELGIUM SA MOBISTAR nv PIOCHEUR nv ORCHESTRA-PREMAMAN nv |
||||
| 8.536 | 791.188,11 | 804.685,88 | 12.266.016,95 | ||||
| Cluster Nivelles Chaussée de Namur, 1400 Nivelles | BASIC FIT BELGIE SND SA (TRAFIC) VOLTIS SA MENATAM SA (EGGO) NEW VANDEN BORRE nv |
9.191.134,87 | |||||
| 5.783 | 566.127,45 | 693.480,00 |
| Province | Cluster/IBW | Address | Gross | Tenants | Rental income (EUR) | Estimated Rental | Acquisition value |
|---|---|---|---|---|---|---|---|
| Individual peripheral retail properties and others |
Avenue Reine Astrid, 1300 Wavre Rue Pont du Christ, 1300 Wavre Rue des Carabiniers, 1300 Wavre Avenue de Centenaire, 1400 Nivelles Brusselsesteenweg, 1410 Waterloo Grand Route, 1435 Corbais Rue du Bosquet, 1370 Jodoigne |
surface (m²) | CHAUSSEA BRT BVBA PIOCHEUR NV REGIE D'ELECTRICITE DE LA VILLE DE WAVRE VACANT BRICO BELGIUM NV CARPETLAND NV CHAUSSURES MANIET SA PARTIJHALLEN BVBA |
Value (EUR) | (EUR) | ||
| 7.467 | 748.711,81 | 860.895,00 | 11.826.745,21 | ||||
| West Flanders |
Cluster Bruges-North |
Sint-Pieterskaai, 8000 Brugge Sint-Pieterszuidstraat en Veemarktstraat, 8000 Brugge |
GOBREL SA HEMA BELGIE BVBA DELIX 88 BVBA LIDL EURO SHOE GROUP nv ADL CONSULT BVBA IDEWE VZW DREAMBABY nv LEEN BAKKER BELGIE nv ACTION BELGIUM BVBA OMEGA (BWC) MAXI ZOO BELGIUM BVBA KRUIDVAT BVBA ZEEMAN TEXTIELSUPERS nv |
||||
| Cluster | Ringlaan, 8500 Kortrijk | 14.110 | I & S FASHION nv | 1.295.615,13 | 1.306.415,00 | 20.101.941,56 | |
| Kortrijk-North | Ringlaan, 8520 Kuurne Ter Ferrants, 8520 Kuurne |
IMETAM BVBA L.TORFS nv DE MAMBO BVBA KI VIDEO BVBA (MATRASSEN) NEW VANDEN BORRE nv VACANT AVA PAPIERWAREN nv ACTION BELGIUM BVBA LEEN BAKKER BELGIE nv |
|||||
| 12.714 | 919.005,53 | 1.140.195,00 | 10.743.615,98 |
| Province | Cluster/IBW | Address | Gross | Tenants | Rental income (EUR) | Estimated Rental | Acquisition value |
|---|---|---|---|---|---|---|---|
| surface (m²) | Value (EUR) | (EUR) | |||||
| Cluster | Brugsestraat, 8800 Roeselare | BRICO BELGIUM nv | |||||
| Roeselare | Brugsesteenweg, 8800 Roeselare | ANISERCO nv | |||||
| Mercury Centrum - Brugsesteenweg, 8800 Roeselare | PIOCHEUR nv | ||||||
| IMETAM BVBA | |||||||
| BELGIAN POSTERS | |||||||
| SEATS AND SOFAS nv | |||||||
| OMEGA nv | |||||||
| NEW VANDEN BORRE nv | |||||||
| 12.903 | 1.353.126,77 | 1.241.720,00 | 16.001.880,63 | ||||
| Individual | Torhoutsestraat, 8020 Ruddervoorde | MATCH SA | |||||
| peripheral retail | Maalsesteenweg, 8310 Sint-Kruis | KI VIDEO BVBA (MATRASSEN) | |||||
| properties and | Torhoutsesteenweg, 8400 Oostende | C&A BELGIE CV | |||||
| others | Biezenstraat, 8430 Middelkerke | HOLSTRA BVBA | |||||
| Koninklijke Baan, 8670 Koksijde | IMETAM BVBA | ||||||
| Gentstraat, 8760 Meulebeke | PARTIJHALLEN BVBA | ||||||
| Gentseweg, 8793 Sint-Eloois-Vijve | BRANTANO NV | ||||||
| Frankrijklaan, 8970 Poperinge | ALDI Roeselare NV | ||||||
| AVA PAPIERWAREN NV | |||||||
| MEKOWA BVBA (GAMMA) | |||||||
| INOFEC BVBA | |||||||
| PPG COATING BVBA | |||||||
| OMEGA (BWC) | |||||||
| 15.092 | 1.151.994,40 | 1.286.809,00 | 19.321.771,64 |
On 31 March 2017 there were 10 unoccupied retail outlets in Nivelles (demolition and reconstruction), Drogenbos (warehouse), Zaventem (warehouse), Oevel (new building delivered), Mechelen, Hasselt (expansion), Liège, Messancy, Froyennes, Kuurne, Gentbrugge and Oudenaarde. There are 3 vacant apartments located in Schaarbeek (sale planned for 22 May 2017) and Mechelen. There is also 1 small shop in Waver that is vacant, and 1 office in Mechelen. This represents 1.87% of the total portfolio.
Repo t by Cushman & Wakefie d This report covers 344 premises which are part of the real estate portfolio of Retail Estates nv and its subsidiaries.
"We have the pleasure of providing you with our valuation as of 31 March 2017, which covers the portfolio of Retail Estates + Distri-Land + Hainaut Retail Invest nv.
We confirm that we carried out this task as an independent expert. We also confirm that our valuation was carried out in accordance with the national and international standards and their application procedures, amongst other in the valuation of Belgian Real Estate Investment Truts (BE-REITs) – (According to the present decisions. We preserve ourselves the right to review our valuation in case of
modified decisions).
The fair value is defined as the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm's-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. This definition corresponds to our definition of the market value.
The sale of a building is in theory subject to transfer rights collected by the government. This amount depends amongst other on the transfer manner, the profile of the purchaser and the geographical situation of the building. On the basis of a representative sample of the properties on the Belgian market, the average transfer cost equals 2.50% (for buildings with a higher value than EUR 2,500,000 over the period 2013, 2014, 2015 and Q1 2016).
For buildings with a value higher than EUR 2,500,000 we obtain a sale value excluding costs corresponding with the real value ("fair value") as set by the international accounting standard IAS 40, by subtracting 2.50% transfer cost of the investment value. The properties are here considered as a portfolio.
"Our investment value" is based on the capitalisation with a Gross Yield of the passing rent, taking into account possible corrections like vacancy, step-rents, rent-free periods, etc. The Gross yield is depending on current output on the investment market, taking into account the location, the suitability of the site, the quality of the tenant and the building on the moment of the valuation.
In order to calculate the investment value of the retail park in Tongeren and the Distri-Land portfolio, we have capitalised its adjusted market rent. In case when the market rent is higher than the
actual paid rent, this adjusted market rent is determided by taking 60% of the gap between the market rent and the actual passing rent. If this is not the case, then the adjusted market rent is equal to actual paid rent. The difference will be added to the actual paid rent. The market rent will be capitalised in case the actual paid rent is higher than the market rent. In addition, adjustments are made for the difference in actual paid rent and (adjusted) market rent.
The portfolio of Retail Estates nv (incl. Tongeren) has at 31.03.2017 an investment value (corrections incl.) of EUR 458.28 million and a fair value of EUR 447.11 million. The investment value, in absolute terms, increased with 1.82%. This gives a yield of 6.67% for Retail Estates.
The portfolio of Immobilière Distri-Land nv has at 31.03.2017 an investment value (corrections incl.) of EUR 18.06 million and a fair value of EUR 17.62 million.
The investment value, in absolute terms, increased with 7.17% compared to the last quarter. This gives a yield of 7.07% for Immobilière Distri-Land nv.
The portfolio of Hainaut Retail Invest nv has at 31.03.2017 an investment value (corrections incl.) of EUR 37.68 million and a fair value of EUR 36.76 million. The investment value, in absolute terms, increased with 0.05% compared to the last quarter. This gives a yield of 6.43 % for Hainaut Retail Invest nv."
The CBRE report, dated 31 March 2017, is a report on 320 real estate properties belonging to Retail Estates nv and its subsidiaries. The investment value of these real estate properties is estimated at EUR 565.33 million and the fair value at EUR 551.55 million. These properties represent a collectable rent of EUR 36.98 million, which represents a gross yield of 6.54%.
The Stadim report, dated 31 March 2017, is a report on a semi-logistics complex. The investment value of these real estate properties is estimated at EUR 4.74 million and the fair value at EUR 4.62 million. These properties represent a collectable rent of EUR 0.33 million, which represents a gross yield of 6.75%.
O6
| O1 | Consolidated income statement |
123 |
|---|---|---|
| O2 | Consolidated balance sheet |
126 |
| O3 | Consolidated statement of changes in shareholders' equity |
128 |
| O4 Consolidated cash-flow statement |
130 | |
| O5 | Notes to the consolidated accounts |
132 |
| 06 | Other notes |
144 |
| O7 | Statutory Auditor's report |
174 |
| O8 | Statutory income statement |
176 |
| O9 | Statutory balance sheet |
178 |
| 10 | Statutory statement of changes in shareholders' equity |
180 |
| 11 | Statutory appropriation of result |
182 |
" Retail estates was again included in the EPRA annual report Survey and received a gold award."
| INCOME STATEMENT (in € 000) |
Notes | 31.03.17 | 31.03.16 |
|---|---|---|---|
| Rental income | 1 | 66,561 | 62,074 |
| Rental related expenses | 2 | -537 | -394 |
| Net rental income | 66,024 | 61,680 | |
| Recovery of property expenses | |||
| Recovery of rental charges and taxes normally payable by tenants on let properties | 3 | 6,400 | 5,882 |
| Rental charges and taxes normally payable by tenants on let properties | 4 | -6,851 | -6,134 |
| Other rental related income and expenses | -108 | -41 | |
| Property result | 65,465 | 61,386 | |
| Technical costs | 5 | -2,237 | -2,054 |
| Commercial costs | 6 | -508 | -427 |
| Charges and taxes on unlet properties | 7 | -339 | -338 |
| Property management costs | 8 | -1,912 | -1,683 |
| Other property costs | 9 | 56 | -2 |
| Property costs | -4,940 | -4,504 | |
| Operating property result | 60,525 | 56,882 | |
| Operating corporate costs | 10 | -2,941 | -2,841 |
| Other current operating income and expenses |
| INCOME STATEMENT (in € 000) |
Notes | 31.03.17 | 31.03.16 |
|---|---|---|---|
| Operating result before result on portfolio | 57,584 | 54,041 | |
| Result on disposals of investment properties | 11 | 279 | 341 |
| Result on sales of other non-financial assets | |||
| Changes in fair value of investment properties | 12 | 13,754 | 10,216 |
| Other result on portfolio | -144 | ||
| Operating result | 71,473 | 64,598 | |
| Financial income | 13 | 61 | 144 |
| Net interest charges | 14 | -18,274 | -16,852 |
| Authorised hedging instruments' costs | 35 | -869 | -4,995 |
| Other financial charges | 15 | 18 | -70 |
| Financial result | -19,064 | -21,774 | |
| Result before taxes | 52,409 | 42,824 | |
| Taxes | 16 | -273 | -789 |
| Net result | 52,136 | 42,035 | |
| Attributable to: | |||
| Shareholders of the Group | 52,136 | 42,035 | |
| Minority interests | |||
| Note: | |||
| EPRA earnings (share Group)1 | 39,115 | 36,473 | |
| Result on portfolio | 13,889 | 10,557 | |
| Changes in fair value of financial assets and liabilities | -869 | -4,995 |
| RESULT PER SHA RE |
Notes | 31.03.17 | 31.03.16 |
|---|---|---|---|
| Number of ordinary shares in circulation | 17 | 9,008,208 | 8,866,320 |
| Weighted average number of shares | 17 | 8,907,915 | 8,627,562 |
| Net profit per ordinary share (in €)2 | 5.85 | 4.87 | |
| Diluted net profit per share (in €) | 5.85 | 4.87 | |
| EPRA earnings per share (in €)3 | 4.39 | 4.23 |
1 The EPRA earnings is calculated as follows: net result excluding changes in fair value of investment properties, exclusive the result on disposal of investment properties and exclusive changes in fair value of financial assets and liabilities.
2 The net profit per ordinary share is calculated as follows: the net result divided by the weighted average number of shares.
3 The EPRA earnings per share is calculated from the weighted average number of shares, counted from the time of issue (which does not necessarily coincide with first dividend entitlement date). Calculated on the number of dividend-entitled shares, the EPRA earnings per share amounts to EUR 4.34 at 31.03.2017 versus EUR 4.11 at 31.03.2016.
| Statement of other comprehensive income (in € 000) | 31.03.17 | 31.03.16 |
|---|---|---|
| Net result | 52,136 | 42,035 |
| Other components of other comprehensive income, recyclable in income statements: | ||
| Impact on the fair value of estimated transaction rights and costs resulting from the hypothetical | ||
| disposal of investment properties | -1,761 | -4,080 |
| Changes in the fair value of authorised hedging instruments qualifying for hedge accounting as defined by | ||
| IFRS | 9,870 | 1,427 |
| OTHER COMPREHENSIVE INCOME | 60,245 | 39,382 |
| ASSETS (in € 000) Notes |
31.03.17 | 31.03.16 |
|---|---|---|
| Non-current assets | 1,075,389 | 1,002,510 |
| Goodwill | ||
| Intangible non-current assets | 346 | 147 |
| Investment properties5 | 1,071,361 | 1,000,799 |
| Other tangible non-current assets | 2,134 | 1,554 |
| Finance lease receivables | 1,030 | |
| Trade receivables and other non-current assets | 518 | 10 |
| Current assets | 11,948 | 13,105 |
| Non-current assets or groups of assets held for sale | 5,691 | 8,222 |
| Trade receivables | 938 | 1,373 |
| Tax receivables and other current assets | 3,160 | 1,466 |
| Cash and cash equivalents | 978 | 1,315 |
| Deferred charges and accrued income | 1,181 | 729 |
| TOTAL ASSETS | 1,087,338 | 1,015,615 |
| SHA REHOLDERS' EQUITY AND LIABILITIES (in € 000) |
Notes | 31.03.17 | 31.03.16 |
|---|---|---|---|
| Shareholders' equity | 514,970 | 474,170 | |
| Shareholders' equity attributable to the shareholders of the parent company | 514,970 | 474,170 | |
| Capital | 27 | 197,603 | 194,545 |
| Issue premiums | 28 | 157,529 | 151,499 |
| Reserves | 107,702 | 86,091 | |
| Net result of the financial year | 52,136 | 42,035 | |
| Minority interests |
5 Including project developments (IAS 40).
| SHA REHOLDERS' EQUITY AND LIABILITIES (in € 000) |
Notes | 31.03.17 | 31.03.16 |
|---|---|---|---|
| Liabilities | 572,369 | 541,445 | |
| Non-current liabilities | 511,226 | 456,178 | |
| Provisions | |||
| Non-current financial debts | 34/35 | 485,330 | 428,023 |
| Credit institutions | 400,910 | 398,225 | |
| Long term financial lease | 10 | ||
| Other | 84,420 | 29,788 | |
| Other non-current financial liabilities | 30/35 | 25,896 | 28,155 |
| Current liabilities | 61,143 | 85,267 | |
| Current financial debts | 34/35 | 30,909 | 42,601 |
| Credit institutions | 30,909 | 42,597 | |
| Short term financial lease | 4 | ||
| Trade debts and other current debts | 31 | 11,976 | 21,071 |
| Exit tax | 4,327 | 13,219 | |
| Other | 7,649 | 7,852 | |
| Other current liabilities | 32 | 11,504 | 15,633 |
| Accrued charges and deferred income | 33 | 6,754 | 5,963 |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 1,087,338 | 1,015,615 | |
| DEBT RATIO | 31.03.17 | 31.03.16 |
|---|---|---|
| Debt ratio6 36 |
50.26% | 49.95% |
| NET ASSET VAL UE PER SHA RE (in €) - SHA RE GROUP |
31.03.17 | 31.03.16 |
| Net asset value per share IFRS7 | 57.17 | 53.48 |
| EPRA NAV8 | 59.29 | 56.66 |
| Net asset value per share (investment value) excl. dividend excl. the fair value of authorised hedging | ||
| instruments | 58.96 | 56.27 |
6 The debt ratio is calculated as follows: liabilities (excluding provisions, accrued charges and deferred income, financial instruments and deferred taxes), divided by the total assets (excluding hedging instruments).
7 The net asset value per share IFRS (fair value) is calculated as follows: shareholders' equity (attributable to the shareholders of the parent company) divided by the number of shares.
8 EPRA NAV is calculated as follows: shareholders' equity (excluding the fair value of authorised hedging instruments) divided by the number of shares.
| STATEMENT OF CHANGES IN SHA REHOLDERS' EQUITY (in € 000) |
Capital ordinary shares |
Issue premiums | Reserves* | Net result of the financial year |
TOTAL Shareholders' Equity |
|---|---|---|---|---|---|
| Balance according to IFRS on 31 March 2015 | 166,902 | 101,838 | 77,233 | 35,238 | 381,212 |
| - Net appropriation of profits 2015-2016 | |||||
| - Transfer of portfolio result to reserves | 6,131 | -6,131 | |||
| - Transfer of EPRA earnings to reserves | 5,673 | -5,673 | |||
| - Reclassification between reserves | |||||
| - Dividends of the financial year 2014-2015 | -23,434 | -23,434 | |||
| - Capital increase | 28,345 | 47,870 | 76,215 | ||
| - Capital increase through contribution in kind | 1,060 | 1,791 | 2,851 | ||
| - Costs of capital increase | -1,762 | -1,762 | |||
| - Other | -291 | -291 | |||
| - Other comprehensive income 31/03/2016 | -2,653 | 42,035 | 39,382 | ||
| Balance according to IFRS on 31 March 2016 | 194,545 | 151,499 | 86,093 | 42,035 | 474,170 |
| - Net appropriation of profits 2016-2017 | |||||
| - Transfer of portfolio result to reserves | 5,221 | -5,221 | |||
| - Transfer of EPRA earnings to reserves | 8,442 | -8,442 | |||
| - Reclassification between reserves | |||||
| - Dividends of the financial year 2015-2016 | -28,372 | -28,372 | |||
| - Capital increase | |||||
| - Capital increase through contribution in kind | 3,193 | 6,030 | 9,223 | ||
| - Costs of capital increase | -134 | -134 | |||
| - Other | -160 | -160 | |||
| - Other comprehensive income 31/03/2017 | 8,109 | 52,136 | 60,245 | ||
| Balance according to IFRS on 31 March 2017 | 197,603 | 157,529 | 107,705 | 52,136 | 514,970 |
| * Detail of the reserves (in € 000) | Legal reserve | Reserve for the positive/ negative balance of changes in the fair value of real estate properties |
Available reserves |
Impact on the fair value of estimated transfer rights and costs resulting from the hypothetical dis posal of investment properties |
Changes in the ef fective part of the fair value of authorised hedging instruments qualifying for hedge accounting as de fined by IFRS |
Changes in the ef fective part of the fair value of authorised hedging instruments are not subjected to qualify for hedge accounting as defined by IFRS |
Results car ried forward from previ ous financial years |
TOTAL |
|---|---|---|---|---|---|---|---|---|
| Balance according to IFRS on 31 March | ||||||||
| 2015 | 411 | 88,757 | 9,103 | -20,860 | -24,587 | 24,409 | 77,233 | |
| - Net appropriation of profits 2015-2016 | ||||||||
| - Transfer of portfolio result to reserves | 6,131 | 6,131 | ||||||
| - Transfer of EPRA earnings to reserves | 5,673 | 5,673 | ||||||
| - Reclassification between reserves | 663 | -3,160 | 2,869 | 291 | 21,323 | -21,323 | -663 | 0 |
| - Capital increase through contribution in kind |
||||||||
| - Costs of capital increase | ||||||||
| - Other | -291 | -291 | ||||||
| - Other comprehensive income 31/03/2016 | -4,080 | -2,292 | 3,719 | -2,653 | ||||
| Balance according to IFRS on 31 March 2016 |
1,074 | 91,728 | 11,972 | -24,942 | -5,556 | -17,604 | 29,419 | 86,091 |
| - Net appropriation of profits 2016-2017 | ||||||||
| - Transfer of portfolio result to reserves | 10,216 | -4,995 | 5,221 | |||||
| - Transfer of EPRA earnings to reserves | 8,442 | 8,442 | ||||||
| - Reclassification between reserves | -942 | -499 | 1,441 | 0 | ||||
| - Capital increase through contribution in kind |
||||||||
| - Costs of capital increase | ||||||||
| - Other | -160 | -160 | ||||||
| - Other comprehensive income 31/03/2017 | -1,761 | 1,524 | 8,346 | 8,109 | ||||
| Balance according to IFRS on 31 March 2017 |
133 | 101,285 | 13,413 | -26,703 | -4,032 | -14,253 | 37,861 | 107,705 |
| CASH -FLOW STATEMENT (in € 000) |
31.03.17 | 31.03.16 |
|---|---|---|
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE FINANCIAL YEAR | 1,315 | 1,469 |
| 1. Cash-flow from operating activities | 33,445 | 29,420 |
| Operating result | 71,473 | 64,958 |
| Interest paid | -16,699 | -16,837 |
| Interest received | 5 | 7 |
| Corporate taxes paid | -15,444 | -7,150 |
| Corporate taxes received | 308 | 632 |
| Other | 12,493 | 425 |
| Non-cash elements to be added to / deducted from the result: | -12,476 | -10,319 |
| * Depreciations and impairments | ||
| - Depreciations / Impairments (or write-backs) on tangible and intangible assets | 257 | 218 |
| - Depreciations / Impairments (or write-backs) on trade receivables | 288 | 102 |
| * Other non-cash elements | ||
| - Changes in the fair value of investment properties | -13,754 | -10,216 |
| - Profit on disposal of investment properties | -279 | -341 |
| - Other result on portfolio | 144 | |
| - Changes in the fair value of financial assets and liabilities | 868 | |
| * Other | -82 | |
| Change in working capital requirements: | -6,215 | -2,296 |
| * Movement of assets | ||
| - Trade receivables and other receivables | 238 | 1,199 |
| - Tax receivables and other current assets | -1,715 | 381 |
| - Deferred charges and accrued income | -424 | 254 |
| - Long-term assets | -1,538 | -5 |
| * Movement of liabilities | ||
| - Trade debts and other current debts | -14,502 | -5,764 |
| - Other current liabilities | 11,089 | 997 |
| - Accrued charges and deferred income | 637 | 642 |
| CASH -FLOW STATEMENT (in € 000) |
31.03.17 | 31.03.16 |
|---|---|---|
| 2. Cash-flow from investment activities | -37,274 | -92,900 |
| Purchase of intangible assets | -288 | -100 |
| Purchase of investment properties | -8,218 | -26,390 |
| Disposal of investment properties and assets held for sale | 9,459 | 11,970 |
| Acquisition of shares of real estate companies | -37,481 | -77,040 |
| Disposal of shares of real estate companies | ||
| Purchase of other tangible assets | -762 | -1,353 |
| Disposal of other tangible assets | 16 | 13 |
| Disposal of non-current financial assets | ||
| Income from trade receivables and other non-current assets | ||
| 3. Cash-flow from financing activities | 3,492 | 63,329 |
| * Change in financial liabilities and financial debts | ||
| - Increase in financial debts | 236,977 | 222,500 |
| - Decrease in financial debts | -204,886 | -210,190 |
| * Change in other liabilities | ||
| - Increase in other liabilities | 66 | |
| * Change in shareholders' equity | ||
| - Capital increase and issue premiums | 76,215 | |
| - Costs of capital increase | -133 | -1,762 |
| - Other | -160 | |
| * Dividend | ||
| - Dividend for the previous financial year | -28,372 | -23,434 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE FINANCIAL YEAR | 978 | 1,315 |
General company information Retail Estates nv is a public Belgian Real Estate Investment Trust (BE-REIT) governed by and construed in accordance with Belgian law. Its registered office is located in Ternat.
The consolidated accounts of the company for the financial year which ended on 31 March 2017 comprise the company and its subsidiaries (the "Group"). The annual accounts were approved for publication by the board of directors on 19 May 2017 and will be submitted for approval to the annual shareholders' meeting on 24 July 2017.
The consolidated accounts are drawn up in accordance with accounting standards which are consistent with the International Financial Reporting Standards as implemented by the BE-REIT legislation.
Determining the fair value of the investment properties in accordance with IAS 40 Investment properties, the independent real estate expert deducts an estimated amount of transfer rights and costs from investment properties. The impact on the fair value of investment properties as a result of these estimated transfer rights and costs in case of a hypothetical disposal of investment properties is processed directly in the shareholders' equity on the account "Impact on fair value of estimated transfer rights and costs resulting from the hypothetical disposal of investment properties", as explicitly provided by the aforementioned legislation. During the financial years ending on 31 March 2017 and 31 March 2016, the respective amounts of EUR 1.76 million and EUR 4.08 million were recognised directly in the shareholders' equity in this account.
Corporate transactions of the past
financial year were not processed as business combinations such as required under IFRS 3 definition, based on the conclusion that this definition is not applicable, given the nature and the size of the acquired companies. The companies in question own a limited number of properties which are not intended to be kept on as independent businesses. The companies are fully consolidated. We refer for this matter also to note 41.
New or amended standards and interpretations, applicable in 2016 The following standards, amended by the IASB, and the following interpretations issued by the IFRIC are applicable to the current period but have no effect on the presentation, the notes or the financial results of the Group.
The following interpretation and amendments to standards are mandatory for the first time for the financial year beginning 1 January 2016:
• Amendment to IFRS 11 'Joint arrangements' on acquisition of an interest in a joint operation, effective for annual periods beginning on or after 1 January 2016. This amendment provides guidance on how to account for the acquisition of an interest in a joint operation that constitutes a business.
• Amendment to IAS 16 'Property, plant and equipment' and IAS 38 'Intangible assets' on depreciation and amortisation, effective for annual periods beginning on or after 1 January 2016. In this amendment the IASB has clarified that the use of revenue-based methods to calculate the depreciation of an asset is not appropriate because revenue generated by an activity that includes the use of an asset generally reflects factors other than the consumption of the economic benefits embodied in the asset. The IASB has also clarified that revenue is generally presumed to be an inappropriate basis for measuring the consumption of the economic
benefits embodied in an intangible asset.
• Amendment to IAS 16 'Property, plant and equipment' and IAS 41 'Agriculture' on bearer plants, effective for annual periods beginning on or after 1 January 2016. These amendments change the financial reporting for bearer plants, such as grape vines, rubber trees and oil palms. The IASB decided that bearer plants should be accounted for in the same way as property, plant and equipment because their operation is similar to that of manufacturing.
• Amendments to IAS 27 'Separate financial statements' on the equity method, effective for annual periods beginning on or after 1 January 2016. These amendments allow entities to use the equity method to account for investments in subsidiaries, joint ventures and associates in their separate financial statements.
• Amendments to IAS 1 'Presentation of financial statements', effective
for annual periods beginning on or after 1 January 2016. The amendments to IAS 1 are part of the initiative of the IASB to improve presentation and disclosure in financial reports and are designed to further encourage companies to apply professional judgment in determining what information to disclose in their financial statements. The amendments make clear that materiality applies to the whole of financial statements and that the inclusion of immaterial information can inhibit the usefulness of financial disclosures. Furthermore, the amendments clarify that companies should use professional judgment in determining where and in what order information is presented in the financial disclosures.
• Amendment to IAS 19, 'Employee benefits', on defined benefit plans (effective 1 July 2014 and endorsed for 1 February 2015). These narrow scope amendments apply to contributions from employees or third parties to defined benefit plans. The objective
of the amendments is to simplify the accounting for contributions that are independent of the number of years of employee service, for example, employee contributions that are calculated according to a fixed percentage of salary
contingent liabilities and contingent assets', and IAS 39, Financial instruments – Recognition and measurement'.
• Annual improvements 2012-2014 (effective and endorsed for 1 January 2016). These set of amendments impacts 4 standards: IFRS 5, 'Noncurrent assets held for sale and discontinued operations' regarding methods of disposal; IFRS 7, 'Financial instruments: Disclosures', (with consequential amendments to IFRS 1) regarding servicing contracts; IAS 19, 'Employee benefits' regarding discount rates; IAS 34, 'Interim financial reporting' regarding disclosure of information.
'Consolidated financial statements', IFRS 12 'Disclosure of interests in other entities' and IAS 28, 'Investments in associates and joint ventures', effective for annual periods beginning on or after 1 January 2016. These amendments clarify the application of the consolidation exception for investment entities and their subsidiaries.
The following interpretation and amendments to standards are mandatory for the first time for the financial year beginning 1 January
2016 (however yet subjected to EU endorsement):
• IFRS 14 'Regulatory deferral accounts', effective for annual periods beginning on or after 1 January 2016. It concerns an interim standard on the accounting for certain balances that arise from rate–regulated activities. IFRS 14 is only applicable to entities that apply IFRS 1 as first-time adopters of IFRS. It permits such entities, on adoption of IFRS, to continue to apply their previous GAAP accounting policies for the recognition, measurement, impairment and derecognition of regulatory deferral accounts. The interim standard also provides guidance on selecting and changing accounting policies (on first–time adoption or subsequently) and on presentation and disclosure. The European Commission has decided not to launch the endorsement process of this interim standard and to wait for the final standard.
The following new standards and amendments to standards have been issued, but are not mandatory for the first time for the financial year beginning 1 January 2016 and have been endorsed by the European Union:
• IFRS 9 'Financial instruments', effective for annual periods beginning on or after 1 January 2018. The standard addresses the classification, measurement, derecognition of financial assets and financial liabilities and general hedge accounting.
• IFRS 15 'Revenue from contracts with customers'. The standard will improve comparability of the top line in financial statements globally. Companies using IFRS will be required to apply the revenue standard for annual periods beginning on or after 1 January 2018.
The following new standards,
amendments and interpretation to standards have been issued, but are not mandatory for the first time for the financial year beginning 1 January 2016 and have not been endorsed by the European Union:
• IFRS 16 'Leases'. This standard replaces the current guidance in IAS 17 and is a far reaching change in accounting by lessees in particular. Under IAS 17, lessees were required to make a distinction between a finance lease (on balance sheet) and an operating lease (off balance sheet). IFRS 16 requires lessees to recognise a lease liability reflecting future lease payments and a 'rightof-use asset' for virtually all lease contracts. For lessors, the accounting stays almost the same. However, as the IASB has updated the guidance on the definition of a lease (as well as the guidance on the combination and separation of contracts), lessors will also be affected by the new standard. Under IFRS 16, a contract is, or contains, a lease if the contract conveys the right to control the use
of an identified asset for a period of time in exchange for consideration.
'Consolidated financial statements' and IAS 28,'Investments in associates and joint ventures', for which the effective date still has to be determined. These amendments address an inconsistency between the requirements in IFRS 10 and those in IAS 28 in dealing with the sale or contribution of assets between an investor and its associate or joint venture. The main consequence of the amendments is that a full gain or loss is recognised when a transaction involves a business (whether it is housed in a subsidiary or not). A partial gain or loss is recognised when a transaction involves assets that do not constitute a business, even if these assets are housed in a subsidiary.
• Amendments to IAS 12,'Income taxes' on Recognition of deferred tax assets for unrealised losses (effective 1 January 2017). These
amendments on the recognition of deferred tax assets for unrealised losses clarify how to account for deferred tax assets related to debt instruments measured at fair value.
• Amendments to IAS 7, Statement of cash flows (effective 1 January 2017). These amendments to IAS 7 introduce an additional disclosure that will enable users of financial statements to evaluate changes in liabilities arising from financing activities. The amendment is part of the IASB's Disclosure Initiative, which continues to explore how financial statement disclosure can be improved.
• Amendments to IFRS 15, 'Revenue from contracts with customers' - Clarifications (effective 1 January 2018). These amendments compromise clarification guidance on identifying performance obligations, accounting for licences of intellectual property and the principle versus agent assessment. The amendment also includes more illustrative examples.
• Amendments to IFRS 2: Sharebased payments (effective 1 January 2018): The amendment clarifies the measurement basis for cash-settled payments and the accounting for modifications that change an award from cash settled to equity settled. It also introduces an exception to the principles in IFRS 2 that will require an award to be treated as if it was wholly equity-settled, where an employer is obliged to withhold an amount for the employee's tax obligation associated with a share-based payment and pay the amount to the tax authorities.
• Amendments to IFRS 4: Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts (effective 1 January 2018): These amendments introduce two approaches: an overlay approach and a deferral approach. The amended standard will:
· give all companies that issue insurance contracts the option to recognise in other comprehensive income, rather than profit or loss,
the volatility that could arise when IFRS 9 is applied before the new insurance contracts standard is issued; and
· give companies whose activities are predominantly connected with insurance an optional temporary exemption from applying IFRS 9 until 2021. The entities that defer the application of IFRS 9 will continue to apply the existing financial instruments standard—IAS 39.
'Investment property' relating to transfers of investment property (effective 1 January 2018): The amendment clarifies that to transfer to, or from, investment properties there must be a change in use. To conclude if a property has changed use there should be an assessment of whether the property meets the definition. This change must be supported by evidence.
• Annual improvements 2014-2016 applicable to three standards of
which changes on IFRS 1 and IAS 28 are applicable as of 1 January 2018 and changes on IFRS 12 are applicable as of 1 January 2017. These set of amendments impacts 3 standards: IFRS 1,' First-time adoption of IFRS', regarding the deletion of short-term exemptions for first-time adopters regarding IFRS 7, IAS 19, and IFRS 10; IFRS 12,'Disclosure of interests in other entities' regarding clarification of the scope of the standard (these amendments should be applied retrospectively for annual periods beginning on or after 1 January 2017) and IAS 28, 'Investments in associates and joint ventures' regarding measuring an associate or joint venture at fair value.
• IFRIC 22,' Foreign currency transactions and advance consideration (effective 1 January 2018): 'This IFRIC addresses foreign currency transactions or parts of transactions where there is consideration that is denominated or priced in a foreign currency. The interpretation provides guidance for when a single payment/receipt is made as well as for situations where multiple payments/receipts are made. The guidance aims to reduce diversity in practice.
The financial information is drawn up in euro (EUR), and is rounded off to the nearest thousand. The companies of the Group also do their accounting in euro (EUR).
Below is a summary of the most important principles for financial reporting. The accounting principles were applied consistently throughout the relevant period.
The companies controlled by the Group are consolidated through the application of the full consolidation method.
Full consolidation consists in incorporating all the assets and liabilities of the consolidated companies, as well as the costs and revenues, whereby the necessary eliminations are carried out.
'Control' is defined as the ability of Retail Estates nv to determine, directly or indirectly, the financial and operational policy of the subsidiary, to entitle the variable cash flows and the results of this subsidiary, and to have the possibility to influence her variable cash flows by controlling the subsidiary.
In order to apply the full consolidation method to certificates one is, in addition to controlling the issuing company, also required to own 75% of the number of certificates issued. In this case, a debt is acknowledged, for the real estate certificates not owned by the company to the holders of certificates.
Foreign currency transactions are booked by applying the exchange rate valid on the transaction date. Monetary assets and liabilities in foreign currencies are valued by
applying the closing rate on the balance sheet date. Exchange rate differences ensuing from foreign currency transactions, and conversion of monetary assets and liabilities into foreign currencies, are booked in the income statement in the period in which they occur. Nonmonetary assets and liabilities in foreign currencies are converted at the exchange rate valid on the transaction date.
The Group uses financial derivatives (interest rate swaps) to hedge against interest rate risks arising from operational, financial and investment activities. Derivative financial products are initially valued at their cost price and revalued to their fair value on the subsequent reporting date.
After the initial recognition, the financial derivatives are valued in the annual accounts at their fair value.
Gains or losses resulting from changes in the fair value of the financial derivatives are immediately recognised in the income statement unless a derivative meets the conditions for cash flow hedge accounting.
The fair value of the financial interest rate derivatives is the amount that the company expects to receive or pay if the financial interest rate derivative is terminated as of the balance sheet date, whereby the prevailing interest rate and the credit risk of the counterparties involved are also taken into account.
If a financial derivative can be documented as an effective hedge against any cash flow fluctuations, attributable to a risk linked to an asset or liability, or a highly probable future transaction, the part of the result ensuing from the value change of the financial interest rate derivative that has been recognised as an effective hedge, is posted
directly to equity under "Changes in the fair value of financial assets and liabilities". The ineffective part of the financial interest rate derivative is recognised in the income statement.
In accordance with IFRS 3, goodwill is not amortised, but subjected to an annual impairment loss test.
Valuation at initial recognition Investment properties comprise all real estate properties that are ready to be let. Investment properties are initially valued at acquisition cost, including additional expenses and non-deductible VAT. Also the exit tax, owned by companies over which the public BE-REIT acquires direct or indirect control, is in principle deducted from the value of the underlying property, given that it is a tax on the latent capital gain existing in the acquired company prior to the acquisition, unless these companies do not qualify for a merger with the public BE-REIT (as decided by the
board of directors). The commissions related to the acquisition of the buildings are regarded as additional costs of the acquisition and are added to the acquisition cost.
At the end of each quarter, an independent real estate expert provides an exact assessment of the following items:
where appropriate, to a subsidiary it controls, as well as the underlying real property assets.
The experts perform their assessments in accordance with national and international standards and their application procedures, including those in the field of the valuation of Belgian real estate investment trusts (according to the provisional decrees, the experts reserve the right to adapt the valuation in the event of any amendments to the decrees). The fair value is defined as the most likely value that can be reasonably obtained between knowledgeable and willing parties in normal selling conditions. Subsequently, a transfertax estimate is deducted from this value. Therefore, the fair value of the asset is obtained in this way, in accordance with the provisions of IAS 40. The estimated amount of transfer taxes is valued at a flat rate set at 2.50% (see note 21 – Investment properties) and is immediately transferred from the acquisition value
on the reserve "impact on the fair value of estimated transfer rights and costs resulting from the hypothetical disposal of investment properties".
Any gains or losses resulting from the fluctuation in the fair value of an investment property are recognised in the income statement in the period in which they occur and, at the appropriation of profit, assigned to the reserves for the balance of variations in the fair value of real estate properties.
The expenditure for works on investment properties is charged to the operating property result if the expenditure has no positive effect on the expected future economic benefits, and is capitalised if it substantially increases the expected economic benefits that it brings to the entity. In principle, there are two major types of expenditure:
a) the costs of maintenance and
repairs to roofs and parking areas: these are charged to the operating property result;
b) the costs of major transformation and renovation works: transformations are one-off projects that add an additional function to the building or considerably improve the existing comfort so as to increase the rental price and/or rental value. These costs relate to materials, fees, contacting works and the like. Internal management and supervisory costs are not capitalised. As soon as they are commenced, such works are included in the assessed value of the building in question (initially on a provisional basis and then definitively following a visit by the real estate expert). Work which is still to be done is deducted from the valuation; once it has been done, these costs are capitalised and thus added to the fair value of the investment properties.
Disposal of an investment property The gains or losses realised from the sale of an investment property are classified as "Result from sales of investment properties" and are allocated to the retained earnings upon the appropriation of results. The commissions paid for sales and the liabilities resulting from transactions are deducted from the selling price in order to determine the gain or loss realised. The transfer taxes of up to 2.50% (see note 21 – Investment properties) are immediately transferred from the acquisition value on the reserve "impact on the fair value of estimated transfer rights and costs resulting from the hypothetical disposal of investment properties".
Under the revised IAS 40 standard, project developments are included in the investment properties. If purchased, they are valued against the acquisition value, including incidental costs and non-deductible VAT.
After the initial recognition, the projects are valued at fair value if they are contracted, licensed and rented. This fair value is based on the valuation by the real estate expert after deducting the work that is still to be performed.
A project can relate to a plot of land, a building to be demolished, or an existing building whose purpose is to be changed, requiring considerable renovation work to realise the desired purpose.
The tangible non-current assets other than land and buildings, whose use is limited in time, are valued at acquisition cost, and then depreciated over their expected useful life using the straight-line method.
In the financial year of the investment, depreciation is recorded pro rata to the number of months that the asset was in use.
The following annual depreciation and amortisation percentages apply:
| machinery and equipment | 20% |
|---|---|
| - Furniture | 10% |
| - Vehicles | 20-33% |
| - IT equipment | 33% |
| - Standard software | 33% |
| - Tailor-made software | 20-25% |
Leased equipment is depreciated over the contractual period of the lease.
If there are indications that an asset may have suffered an impairment loss, the carrying amount is compared with the realisable value.
If the carrying amount is higher than the realisable value, an impairment loss is recognised.
When other tangible non-current assets are sold or retired, their carrying amount ceases to be recognised in the balance sheet and the gain or loss is recognised in the income statement.
Non-current receivables are valued on the basis of the interest rates that apply on the date of acquisition. A write-down is entered if uncertainty exists concerning the collectability of the receivable at maturity.
If the holder of the certificates does not have a material interest (more than 75%) in a real estate certificate, the certificates are entered, on the closing date, at the weighted average quoted price during the preceding 30 days, and classified as "Non-current financial assets".
If, on the basis of publicly available information and the issue conditions for the real estate certificate, a net asset value is noted that is substantially below the stock market price, the aforementioned rule does not apply. The value is then limited to the net asset value.
The quoted price of these real estate certificates, as listed on the Euronext – Second Market, cannot be considered as a reliable reference, given the limited liquidity of this real estate certificate. Retail Estates nv's policy is to revalue its real estate certificates on every closing date in function of:
a) the fair value of the real properties owned by the issuer, similar to the valuation of the company's own real properties. This occurs on the basis of a periodic valuation by a real estate expert hired jointly by Retail Estates nv and Immobilière Distri-Land nv. Where one or more buildings are sold by the real estate certificate issuer, the sale
price shall be used as the valuation until the distribution of the sale's proceeds;
b) the contractual rights of the holder of the real estate certificate in compliance with the prospectus that was published at the issuance of the real estate certificate.
Retail Estates nv only invests in certificates issued for the financing of out-of-town retail real estate. The real estate owned by the issuer is the type of out-of-town retail real estate in which Retail Estates nv aims to invest. Although Retail Estates nv is not the legal owner of this real estate, it considers itself to be the economic beneficiary, pro rata its contractual rights in ownership. In addition, an investment in real estate certificates is considered as an investment in real estate pursuant to Article 2, sub. 5°, x, of the Belgian BE-REIT Act of 12 May 2014.
Taking these considerations into account, the certificates are classified as investment properties at their acquisition value, including additional expenses. Gains or losses that result from the fluctuation in the fair value of investment property are recognised in the income statement and incorporated in the period in which they arise and, at the appropriation of profits, assigned to the reserves available for distribution. On 31 March 2017, the value of the investment properties related to the Distri-Land certificates amounts to EUR 14.04 million (EUR 14.78 million on 31 March 2016) compared to a total portfolio of EUR 1,071.36 million. During the course of the financial year, 1 property was sold from the Distri-Land portfolio.
Processing of current operating result As a holder of real estate certificates, Retail Estates nv has a contractual right, pro rata to the number of real estate certificates in its possession, to a share of the operating result. This result is realised by the issuer and is calculated by deducting the operating and maintenance expenses from the total rental income collected. The entire decrease or increase in value is recognised by re-estimating the value of the real estate certificate. As a result, the coupon should not be considered as a compensation for any reduction in value of the issuer's buildings. For this reason, the entire coupon is treated as net rental income and is classified as turnover.
Processing of the liquidation balance on the sale of real estate Whenever a particular property in the issuer's portfolio is sold, it is treated as follows:
the net proceeds, after retention of any tax withholding liability, are recognised as realised capital gain in Retail Estates nv's accounts only for the difference between the fair value of the real estate certificate on the closing date plus the net liquidation coupon, and the fair value on the previous closing date. The fair value of the real estate certificate is calculated at each closing date
by performing a valuation of the certificate holder's contractual rights as these appear in the issue prospectus. Gains or losses that result from the fluctuation in the fair value of investment property are recognised in the income statement and incorporated in the period in which they arise, and at the appropriation of profits are assigned to the reserves available for distribution.
This concerns real estate for which the carrying amount will primarily be realised by the sale of the assets and not by further letting. Just like the investment properties (see above), these assets are recognised at fair value, which is the investment value less the transfer taxes.
The receivables expected within one year are recognised at their nominal value, less write-downs for doubtful or bad debts. Bank deposits, sight or term deposits, are valued at amortised cost. Any supplementary costs are charged directly to the income statement. Listed securities are valued at their quoted price.
The capital includes the funds obtained when the company was incorporated and those received following mergers or capital increases. The thirdparty charges that are directly attributable to the issuance of new shares are deducted from the shareholders' equity. When share capital recognised as equity is repurchased by Retail Estates nv, the paid amount, including directly attributable costs, is recognised as change in shareholders' equity. Purchased own shares are presented as a decrease in the total shareholders' equity.
Dividends are only recognised as a debt when they have been approved by the shareholders' meeting.
A provision is taken if:
Trade debts are presented at their nominal value on balance sheet date. Interest-bearing borrowings are initially recognised at cost price less the transaction costs. Subsequently the interest-bearing borrowings are valued on the basis of the effective interest rate method, whereby each difference between the initial book value and the redemption value is recognised as interest cost in the income statement over the term of the loan.
The Group has written put options relating to certain minority participations in fully consolidated subsidiaries. The exercise price of the option may be fixed or can be determined on the basis of a preset formula and the options can be exercised at any time or at a fixed date.
In accordance with IAS 32, the Group has recognised a financial liability regarding these put options. Initially, the liabilities have been recognised for the cash value of the purchase amount as a reduction of the minority participation. The subsequent changes of the fair value of the liability are recognised through profit or loss, in accordance with IAS 39 (variations in the fair value of investment properties). The
Group's share in the operational profit and loss is determined on the basis of the Group's participation in the subsidiary and is adapted on the basis of the changes of the value of the liability.
Retail Estates nv provides a defined contribution pension scheme for its employees and directors. This scheme was entrusted to a fund that is independent of the company (for the directors). The plan for employees is largely handled via the joint labour committee.
Contributions paid during the financial year are recognised as expenses.
The net rental result includes the rent, operating lease income and other incomes related to the aforementioned sources of income, minus the rent-related expenses,
i.e., the negative variation in the fair value of buildings and the rent payable on leased assets.
The recovery of property expenses includes the revenue obtained from charging costs for major repairs and maintenance.
The charges and taxes normally payable by tenants on let properties and the recovery of these expenses refer to costs that, under law or custom, are at the tenant's expense. The owner will either charge or not charge these costs to the tenant according to the contractual arrangements made with the tenant.
Income is valued at fair value of the compensation received and entered into the income statement using the straight-line method in the periods to which it refers.
The property charges are valued at the fair value of the compensation
that has been paid or is due, and are entered into the income statement using the straight-line method of the period to which they refer.
The technical costs include, among other things, structural and occasional maintenance costs and losses resulting from damage covered by the insurance companies. The commercial costs include brokers' commission fees. The property management costs mainly consist of the relevant personnel costs, the operating costs of the company's registered office, and fees paid to third parties.
Management fees received from tenants or third parties, which partially cover the management costs of the properties, are deducted.
The corporate operating costs cover the fixed operating costs of the company, which operates as a legal entity that is listed on the stock market end benefits from the BE-REIT status. These costs are incurred in order to obtain transparent financial information, to be economically comparable with other types of investments and to offer investors the opportunity of participating indirectly, in a liquid manner, in a diversified real estate investment. A part of the costs incurred in the context of Retail Estates nv's growth strategy are also included in this category.
The financial result consists of the borrowing costs and additional funding costs, such as the negative variations in hedging instruments where these are not effective within the meaning of IAS 39, less the income from investments.
Corporate income tax on the profit or loss for the year comprises
current tax charges. Corporate income tax is recognised in the income statement, except when related to items recognised directly to shareholders' equity, in which case it is recognised in shareholders' equity. Current tax charges are the expected tax payable on the taxable income for the year, and any adjustment to the tax payable for previous years.
Exit tax is the corporate income tax on the capital gain that arises following the merger of a BE-REIT with a company that is not a BE-REIT. When this company first enters the consolidation scope of the Group, a provision for exit tax liabilities is recorded.
In principle, intermediate revisions of this provision for exit tax only take place when the rise in value of this company's property calls for this increase. Any overvaluation owing to reductions in value is only established at the time
of the actual merger. These adjustments to the exit tax liability are recognised in the income statement.
Higher interest rates result in increased financial expenses and a decrease in the EPRA earnings. In the current context of negative interest rates, the method used by some banks of demanding a floor for the Euribor rate (which is used as a reference in the financing contracts) of 0%, has a negative effect on the financial costs. For hedging the interest rate risk on non-current loans with variable interest rate, Retail Estates nv makes use of financial instruments of the IRS type. In an interest rate swap the variable interest rate is exchanged for a fixed interest rate. Due to this interest rate policy, 90.45% of the current loans are hedged with a fixed interest rate. An interest hedging has also been concluded for a large part of the
still to be renewed credits. The weighted average interest rate of the public BE-REIT is 3.42%.
Long-term financing is concluded in the form of "bullet loans", i.e., loans for which the principal must be paid back in full after a term of five to eight years. The diversification of financing over various banks limits the Group's liquidity risk. The Group concludes 90.45% of its loans at a fixed interest rate, or at a variable interest rate which is immediately converted to a fixed interest rate. The net result is, therefore, only sensitive to interest rate fluctuations to a limited extent.
Before a new tenant is accepted, a credit risk analysis is carried out on the basis of the available information. Furthermore, rental arrears are carefully monitored by Retail Estates nv. In case of nonpayment, the company generally holds a bank guarantee.
For more details, we refer to notes 34 and 35.
Since out-of-town retail real estate constitutes more than 90% of the portfolio of Retail Estates nv, a breakdown by business segment is not relevant. The board of directors does not use any other segment to make its decisions.
Rounding off upwards or downwards to the nearest thousand can bring about discrepancies between the balance sheet and the income statement, and the details presented below.
The rise in rental income is mainly due to the growth of the real estate portfolio.
The following table shows by way of theoretical exercise how much rental income Retail Estates nv is certain to receive based on the current lease agreements.
| Rental income (in € 000) | 31.03.17 | 31.03.16 |
|---|---|---|
| Within one year | 69,096 | 68,062 |
| Between one and five year(s) | 244,856 | 226,994 |
| Within more than five years | 374,736 | 369,098 |
This does not alter the theoretical risk of all lessees making use of their legal right of cancellation at the end of the current three-year period. In this circumstance, all the premises would by definition be empty within 3 years and 6 months. For the past three years, leases were renewed or new leases were concluded for 19.36 % of the buildings. For this part of the portfolio, the average rental prices increased from EUR 79.77 to EUR 91.32 per m². The granting of rent-free periods is rather rare in the market of out-of-town retail real estate. In the past three years, and out of a portfolio of 668 properties, a total of 84 months of rent-free periods was granted, which is negligible. Besides rent-free periods, no other material incentives are given when closing lease agreements.
The Group concludes commercial rental contracts for its buildings, for a minimum period of 9 years, which, in most cases, can be terminated by the tenant after the expiry of the third and the sixth year, subject to a 6 months' notice prior to expiry date. The rents are usually due in advance on a monthly basis (sometimes quarterly). They are indexed annually, on the anniversary of the rental agreement. Taxes and levies, including property tax, the insurance premium, and the common charges, are, in principle, borne by the tenant. To guarantee compliance with the obligations imposed on the tenant by virtue of the agreement, some tenants must provide a rental guarantee, usually in the form of a bank guarantee, worth three months' rent.
At the start of the agreement, an inventory of fixtures is drawn up between the parties, by an independent expert. At the expiry of the agreement, the tenant must return the leased premises in the state described in the inventory of fixtures on taking up the occupancy, subject to normal wear and tear. The tenant cannot transfer the rental agreement or sublet the premises fully or partially, unless prior written permission is obtained from the lessor. The tenant must register the agreement at his/her/its own expense..
| Rental-related expenses (in € 000) | 31.03.17 | 31.03.16 |
|---|---|---|
| Rent payable for hired assets and lease | ||
| costs | -249 | -292 |
| Impairments on trade receivables | -288 | -102 |
| Total rental-related expenses | -537 | -394 |
| Recovery of charges and taxes normally payable by tenants on let properties (in € 000) |
31.03.17 | 31.03.16 |
|---|---|---|
| Recharging of rental charges borne by the | ||
| owner | 1,772 | 1,443 |
| Recharging of real estate taxes and taxes | ||
| on let properties | 4,628 | 4,439 |
| Total recovery of charges and taxes | ||
| normally payable by tenants on let | ||
| properties | 6,400 | 5,882 |
| Charges normally payable by tenants on let properties (in € 000) |
31.03.17 | 31.03.16 |
|---|---|---|
| Rental charges borne by the owner | -1,989 | -1,690 |
| Real estate taxes and taxes on let | ||
| properties | -4,862 | -4,444 |
| Total charges normally payable by | ||
| tenants on let properties | -6,851 | -6,134 |
The standard rental agreements usually provide for these expenses and taxes to be borne by the tenants, by means of charges forwarded by the owner. A number of the Group's rental agreements state, however, that taxes remain payable by the owner.
This classification principally includes the costs of property tax, insurance and utilities.
The buildings (both existing and those under construction) are covered by various insurance policies (covering among others the risks of fire, storm and water damage) for a total value (new building value without land) of approximately EUR 511.07 million. This amount represents 47.70% of the fair value of the real estate on the same date (EUR 1,071.36 million). The cover is limited to an amount determined by Retail Estates, based on the new building value.
| Technical costs (in € 000) | 31.03.17 | 31.03.16 |
|---|---|---|
| Recurrent technical costs | -1,769 | -1,634 |
| Structural maintenance | -1,769 | -1,634 |
| Non-recurrent technical costs | -469 | -420 |
| Occasional maintenance | -466 | -402 |
| Claim events covered by insurance | ||
| companies | -202 | -124 |
| Compensations received from insurance | ||
| companies | 199 | 106 |
| Total technical costs | -2,237 | -2,054 |
Structural maintenance principally covers the regular renovation of car parks and roofs. Occasional maintenance, on the other hand, mainly includes unforeseeable costs for the structure of the let premises, as a result of wear and tear, uninsured accidents and vandalism.
| Commercial costs (in € 000) | 31.03.17 | 31.03.16 |
|---|---|---|
| Brokers' commissions | -57 | -72 |
| Publicity related to the properties | -37 | -76 |
| Lawyers' fees and legal costs | -261 | -178 |
| Other | -153 | -101 |
| Total commercial costs | -508 | -427 |
| Note 7 | ||
|---|---|---|
| Charges and taxes on unlet properties (in € 000) |
31.03.17 | 31.03.16 |
| Vacancy charges of the financial year | -204 | -173 |
| Property tax on vacant buildings | -135 | -165 |
| Total charges and taxes on unlet | ||
| properties | -339 | -338 |
The costs and taxes relating to unlet buildings include buildings that are vacant for a limited period of time in the context of a changeover between tenants, and properties under development (mainly property tax). On 31 March 2017, the cost for vacant property was 0.51% of the rental income received, compared to 0.55% on 31 March 2016.
Management costs are subdivided into the costs for the portfolio management and other costs.
These costs mainly include the costs for the personnel responsible for this activity, the operating costs of Retail Estates nv's principal place of business and fees paid to third parties. Management fees received from the tenants, which cover partially the management costs of the real estate, are deducted.
| Management costs (in € 000) - Internal property management costs |
31.03.17 | 31.03.16 |
|---|---|---|
| Office charges | -143 | -104 |
| IT | -91 | -63 |
| Other | -52 | -41 |
| Housing costs | -35 | -49 |
| Fees to third parties | -126 | -269 |
| Public relations, communication and | ||
| advertising | -21 | -18 |
| Personnel expenses | -1,466 | -1,140 |
| Salaries | -1,004 | -730 |
| Social security | -190 | -162 |
| Pensions and collective insurances | -50 | -30 |
| Other | -222 | -218 |
| Management fees received from | ||
| tenants | 24 | 8 |
| Taxes and legal costs | ||
| Depreciation charges on office furniture, IT | ||
| equipment and software | -144 | -113 |
| Total property management costs | -1,912 | -1,683 |
Personnel costs make up most of the management costs.
The table below provides an overview of the employee count in FTE.
| (in FTE ) |
31.03.17 | 31.03.16 |
|---|---|---|
| Property department | 10.26 | 7.33 |
| Total | 19.60 | 17.10 |
| Average | 18.10 | 15.70 |
| Other propery charges (in € 000) | 31.03.17 | 31.03.16 |
|---|---|---|
| Other property charges | 56 | -2 |
| Total other property charges | 56 | -2 |
The corporate operating costs cover the fixed operating costs of the company, which operates as a legal entity that is listed on the stock market and benefits from the BE-REIT status. These costs are incurred in order to obtain transparent financial information, to be economically comparable with other types of investments and to offer investors the opportunity of participating indirectly, in a liquid manner, in a diversified real estate investment. A part of the costs incurred in the context of the company's growth strategy are also included in this category.
| Corporate operating costs (in € 000) | 31.03.17 | 31.03.16 |
|---|---|---|
| Office charges | -122 | -134 |
| IT | -86 | -87 |
| Other | -36 | -47 |
| Housing costs | -33 | -56 |
| Fees to third parties | -284 | -398 |
| Recurrent | -159 | -149 |
| - Lawyers | ||
| - Auditors | -148 | -141 |
| - Other | -11 | -8 |
| Non-recurrent | -68 | -166 |
| - Lawyers | -3 | -13 |
| - Notary costs | -12 | -4 |
| - Consultants | -52 | -149 |
| Mergers and acquisitions (other than | ||
| business combinations) | -57 | -83 |
| Public relations, communication and | ||
| advertising | -49 | -47 |
| Personnel expenses | -904 | -872 |
| Salaries | -571 | -470 |
| Social security | -107 | -146 |
| Pensions and collective insurances | -37 | -46 |
| Other | -189 | -210 |
| Renumeration of board of directors | -334 | -247 |
| Taxes and legal costs | -1,215 | -1,087 |
| Total operating costs | -2,941 | -2,841 |
| Note 11 | ||
|---|---|---|
| Result on disposals of investment properties (in € 000) |
31.03.17 | 31.03.16 |
| Book value of sold real estate properties | 9,437 | 11,459 |
| Net sales price of investment properties | ||
| (sales price - transaction costs) | 9,716 | 11,800 |
| Total benefit or loss on disposals of | ||
| investment properties | 279 | 341 |
In the past financial year, properties were divested for a net sale price of EUR 9.72 million. A net capital gain of EUR 0.28 million was realised on these disposals. Overall, sale revenue represents a sale value that is in line with the investment value of the real estate expert and thus exceeds the fair value determined by the expert. For more information, we refer you to chapter 3 of this report, Management Report.
| Changes in fair value of investment properties (in € 000) |
31.03.17 | 31.03.16 |
|---|---|---|
| Positive change in investment properties | 14,400 | 22,216 |
| Negative change in investment properties | -646 | -12,000 |
| Total changes in fair value of investment | ||
| properties | 13,754 | 10,216 |
The positive change in the fair value of investment properties amounts to EUR 13.75 million and is mainly explained by indexations, increases in yield at top locations, and the impact of rental renewals at retail parks.
| Financial result (in € 000) | 31.03.17 | 31.03.16 |
|---|---|---|
| Collected interests and dividends | 1 | 32 |
| Other | 60 | 112 |
| Total financial result | 61 | 144 |
| Net interest charges (in € 000) | 31.03.17 | 31.03.16 |
|---|---|---|
| Nominal interest on loans1 | -18,322 | -17,152 |
| Other interest costs2 | 48 | 300 |
| Total net interest charges | -18,274 | -16,852 |
1 Also includes the interests on Interest Rate Swaps (financial instruments).
2 Capitalised interest costs on project developments. The interest rate used is 3.70%.
The weighted average interest rate amounts to 3.42% on 31 March 2017 and 3.64% on 31 March 2016 (after application of the IRS). The company has concluded almost all of its loans as fixed-rate investment loans or as longterm variable-rate loans, for which a fixed interest rate was negotiated via a swap agreement. The evolution of the ratio of interest charges on loans versus rental income received, amounts to 27.75% on 31 March 2017 compared to 27.81% the year before. We refer to note 35 for the complete swaps overview.
| Other financial charges (in € 000) | 31.03.17 | 31.03.16 |
|---|---|---|
| Bank costs and other commissions | 18 | -70 |
| Total other financial charges | 18 | -70 |
| Corporate income tax (in € 000) | 31.03.17 | 31.03.16 |
|---|---|---|
| Company | -42 | 33 |
| 1. Corporate income tax | -42 | 33 |
| Tax rate of 33.99% | -42 | -3 |
| Previous year tax adjustment | 36 | |
| 2. Result taxable at exit tax | ||
| Subsidiaries | -231 | -822 |
| 1. Corporate income tax | 260 | -240 |
| Current year taxes | 260 | -547 |
| Previous year tax adjustment | 306 | |
| 2. Exit tax | -491 | -582 |
| Total corporate income tax | -273 | -789 |
A BE-REIT is subject to corporate income tax solely in respect of non-tax deductible expenditure and abnormal benefits. Deferred taxes are booked for the subsidiaries on the difference between the carrying value after depreciation in the statutory annual accounts of these subsidiaries and the fair value.
These deferred taxes are booked at a rate of 16.99% if the respective board of directors of Retail Estates nv and the subsidiary intend to merge the subsidiary with the public BE-REIT.
| Number of shares | 31.03.17 | 31.03.16 |
|---|---|---|
| Movements of the number of shares | ||
| Number of shares at the beginning of the | ||
| financial year | 8,866,320 | 7,559,473 |
| Number of shares at the end of the | ||
| financial year | 9,008,208 | 8,866,320 |
| Number of dividend bearing shares | 9,008,208 | 8,866,320 |
| Weighted average number of shares for | ||
| diluted earnings per share | 8,907,915 | 8,627,562 |
On 14 December 2016, the board of directors made two capital increases in the framework of the authorised capital by two contributions in kind.
First, 187 shares of RWI Invest nv (then Databuild Retail nv), with a contribution value of EUR 7.52 million, were contributed as part of a first capital increase. This contribution was compensated by the issue of 115,735 shares of Retail Estates nv. The new shares were issued at the issue price of EUR 65 and will share in the profit for the financial year commencing on 1 April 2016. As a result of this contribution, Retail Estates nv acquired the balance of the shares of Databuild Retail nv which it did not yet own. The most important asset of this company is a minority interest in the institutional BE-REIT Retail Warehousing Invest nv, for which Retail Estates nv now directly or indirectly controls all shares.
Then, a retail outlet in Westerlo was contributed. The contribution was compensated by the issue of 26,153 new shares of Retail Estates nv. The new shares were issued at the issue price of EUR 65 and will share in the profit for the financial year commencing on 1 April 2016.
For more information, we refer you to chapter 3 of this report, Management Report, on pages 38 through 44.
As a result of these capital increases, 141,888 shares were issued, bringing the total number of issued shares as of 31 March 2017 to 9,008,208.
| Note 18 | ||
|---|---|---|
| Calculation of distributable earnings (in € 000) - statutory |
31.03.17 | 31.03.16 |
| Net result | 44,096 | 35,904 |
| + Depreciations | 257 | 218 |
| + Impairments | 426 | 264 |
| - Reversal of impairments | -145 | -126 |
| +/- Other non-monetary components | ||
| +/- Result on the disposal of investment | ||
| properties | -279 | -282 |
| +/- Changes in fair value of investment | ||
| properties and project developments | -10,258 | -9,189 |
| +/- Changes in the fair value of financial | ||
| assets and liabilities | 869 | 5,006 |
| ADJUSTED RESULT | 34,966 | 31,795 |
| Net reduction debt | ||
| Distributable result | 34,966 | 31,795 |
The adjusted result is not subject to any further change in respect of potential non-exempt capital gains regarding the sale of investment properties. 80% of the net adjusted result, less the net reduction during the financial year of the indebtedness, must be paid out, as calculated in accordance with Article 13 of the BE-REIT R.D.
| Note 19 | ||
|---|---|---|
| Calculation of pay-out ratio (in € 000) - statutory |
31.03.17 | 31.03.16 |
| Ordinary net earnings | 44,096 | 35,904 |
| Diluted net earnings | 44,096 | 35,904 |
| Distributable earnings | 34,966 | 31,795 |
| Minimum profit distribution | 27,973 | 25,436 |
| Proposed gross dividend | 29,727 | 28,372 |
| Pay-out ratio | 85.02% | 89.23% |
| Calculation of pay-out ratio (in € 000) - | ||
| consolidated | 31.03.17 | 31.03.16 |
| Ordinary net earnings | 52,136 | 42,035 |
| Diluted net earnings | 52,136 | 42,035 |
| Distributable earnings | 39,381 | 36,793 |
| Minimum profit distribution | 31,505 | 29,434 |
| Proposed gross dividend | 29,727 | 28,372 |
| Investment and amortisation table (in € 000) |
Intangible non current assets |
Other tangible non current assets |
||
|---|---|---|---|---|
| 31.03.17 | 31.03.16 | 31.03.17 | 31.03.16 | |
| Acquisition value | ||||
| Balance at the end of the | ||||
| previous financial year | 768 | 655 | 2,232 | 971 |
| Acquisitions | 289 | 113 | 760 | 1,348 |
| Transfers and disposals of assets |
-67 | -87 | ||
| Transfers to/from other accounts |
||||
| At the end of the financial year | 1,057 | 768 | 2,925 | 2,232 |
| Amortisation and impairment losses |
||||
| Balance at the end of the | ||||
| previous financial year | 621 | 535 | 678 | 614 |
| Balance of acquired | ||||
| companies | 11 | 0 | ||
| Amortisation3 | 89 | 75 | 168 | 143 |
| Transfers and disposals of assets |
0 | -54 | -79 | |
| Transfers to/from other | ||||
| accounts | ||||
| At the end of the financial year | 710 | 621 | 792 | 678 |
| Net book value | 346 | 147 | 2,134 | 1,554 |
3 Amortisation of non-current intangible assets and other non-current tangible assets are recognised in the income statement under 'property management costs'. The depreciation costs on cars are included in the personnel costs.
| Note 21 | |
|---|---|
| Investment and revaluation table (in € 000) | Investment properties Assets held for sale |
Total | ||||
|---|---|---|---|---|---|---|
| 31.03.17 | 31.03.16 | 31.03.17 | 31.03.16 | 31.03.17 | 31.03.16 | |
| Balance at the end of the previous financial year | 1,000,799 | 837,121 | 8,222 | 4,819 | 1,009,021 | 841,940 |
| "Acquisition through purchase or | 54,029 | 142,929 | 697 | 54,029 | 143,626 | |
| contribution real estate companies" | 48 | 300 | 0 | 48 | 300 | |
| Capitalised interest cost | 8,785 | 19,918 | 2 | 2,677 | 8,787 | 22,595 |
| Acquisiton and contribution of investment properties | 0 | 0 | ||||
| Disposal through sale of real estate companies | -5,374 | -3,970 | -3,806 | -7,489 | -9,180 | -11,459 |
| Disposal of investment properties | -1,261 | -7,499 | 1,261 | 7,499 | 0 | 0 |
| Transfers to assets held for sale | 0 | |||||
| Other transfers | 14,334 | 11,999 | 12 | 19 | 14,346 | 12,018 |
| Change in fair value (+/-) | ||||||
| 1,071,360 | 1,000,799 | 5,691 | 8,222 | 1,077,051 | 1,009,022 | |
| At the end of the financial year | ||||||
| OTHER INFORMATIONS | ||||||
| 1,097,917 | 1,025,536 | 5,837 | 8,427 | 1,103,754 | 1,033,963 | |
| Investment value of the property |
| Project developments (in € 000) | 31.03.17 | 31.03.16 |
|---|---|---|
| Balance at the end of the previous | ||
| financial year | 11,328 | 34,171 |
| Increase during the financial year | 17,115 | 1,264 |
| Reception during the financial year | -9,618 | -24,107 |
| At the end of the financial year | 18,825 | 11,328 |
Investment properties are recorded at fair value, using the fair value model in accordance with IAS 40. This fair value is equal to the amount at which a building could be traded between well-informed and willing parties acting under normal competitive conditions. It was determined by independent experts in two phases. In the first phase, the experts determine the investment value of each property, based on the discounted value of the future net rental income. The discount rate used mainly depends on the discount rates applied in the real estate market. These take account of the asset's location, and the quality of the buildings and the tenant on the date of valuation. The future rents amount to the contractual rental income over the period of the rental agreement in force and the acceptable and reasonable hypothesis concerning rental income from future rental agreements in the light of the current conditions. This value matches the price which a third party investor (or hypothetical purchaser) would
pay to acquire the asset with the aim of enjoying the rental income and of generating a return on his investment. In a second phase, the experts deduct an estimated amount for transfer taxes (registration taxes and/or capital gain taxes) which the purchaser or the seller must pay to execute a transfer of ownership. The investment value minus the estimated transfer taxes is then the fair value according to the provisions of IAS 40. The transfer of ownership of real estate in Belgium is subject to transfer taxes. The amount of this tax depends on the transfer method, the capacity of the purchaser and the geographical location of the asset. The first two elements, and consequently the total amount of the taxes to be paid are, therefore, only known once the transfer of ownership has been completed. The range of property transfer options and the corresponding taxes is as follows:
• sale agreements for real estate: 12.50% for assets located in the Brussels Capital Region and in the Walloon Region, 10% for assets located in the Flemish Region;
• merger, split and other company reorganisations: absence of duties; etc.
As a result, the effective percentage of the registration taxes varies from 0% to 12.50%, whereby it is impossible to predict which percentage is applicable to the transfer of a given Belgian property before the actual transfer takes place.
In January 2006, all the experts involved in determining the value of Belgian BE-REITs were asked to determine a weighted average percentage of the effective taxes for the real estate portfolios of the BE-REITs. For transactions of properties with a value of over EUR 2.50 million and in view of the range of methods of transferring ownership (see above), the experts calculated the weighted average taxes at 2.50%, based on a representative sample of 220 market transactions that took place between 2003 and 2005, worth a total of EUR 6 billion. As regards transactions involving
buildings whose total value is lower than EUR 2.50 million, transfer rights of 10% to 12.50% are applied, depending on the Region in which the premises are located. It was decided to revise this percentage if necessary, per tranche of 0.5%. During 2016, an update of this calculation was made according to the methodology used in 2006 based on a sample of 305 large or institutional transactions (threshold EUR 2.5 million) that occurred between 2013 and the 1st quarter of 2016 (this is 70% or 8.18 billion of the estimated total number of investment transactions during this period). Experts concluded that the 0.5% threshold was not exceeded. Consequently, the weighted average of 2.5% was retained. This percentage will be reassessed every 5 years or in the context of a change in the tax context.
Retail Estates nv considers its real estate portfolio as a whole, which can be disposed of as a whole or as a limited number of larger parts. In compliance with the valuation at "fair value" by its real estate valuation surveyors Cushman & Wakefield, CBRE and Stadim, the value of this real estate was reduced by 2.50%, which reflects the expected transaction costs for the disposal of this real estate according to the valuation surveyors. For a detailed description of the valuation rules used by the real estate valuation surveyors Cushman & Wakefield, CBRE and Stadim, we refer to the real estate experts' reports on pages 118 and 119.
During financial year 2016-2017 control was acquired over 4 real estate companies for a total amount of EUR 29.80 million. The acquisition of the companies was paid in cash or reimbursed by issue of shares. This resulted in an increase of EUR 55.45 million in investment properties, a change in working capital of EUR -5.45 million and an increase in financial and other liabilities of EUR 20.20 million. Disposals during the past financial year resulted in a decrease of EUR 9.18 million in
investment properties and noncurrent assets held for sale.
During financial year 2015-2016 control was acquired over 7 real estate companies for a total amount of EUR 77.04 million. The acquisition of the companies was paid in cash. This resulted in an increase of EUR 142.93 million in investment properties, a change in working capital of EUR -5.17 million and an increase in financial liabilities of EUR 60.72 million. Disposals resulted in a decrease of EUR 11.46 million in investment properties and noncurrent assets held for sale.
Investment properties - valuation Investment properties are recorded at fair value. Fair value is determined on the basis of one of the following levels of the IFRS 13 hierarchy:
directly or indirectly (external) observable information
• Level 3: valuation fully or partly based on non (external) observable information
According to the IFRS 13 classification, investment properties are level 3.
Investment properties are accounted for on the basis of valuation reports, drawn up by independent and expert real estate valuers. These reports are based on:
• Information provided by the company, such as current rents, terms and conditions of lease agreements, (as the case may be) rent reductions, investments, etc. This information results from the public BE-REIT's financial and management system and is governed by the company's general applicable control system.
• The real estate experts'
assumptions and valuation models used. The assumptions mainly relate to the market situation, such as yields and discount rates. They are based on their professional assessment and perception of the market.
The following methods were used:
The investment value is mostly calculated on the basis of a GIY (Gross Initial Yield) capitalisation of the current annual base rent due, as the case may be taking into account corrections such as the estimated market rental value, vacancy rates, step-rents, rent-free periods, etc. The GIY depends on the common yields on the investment markets, taking into account the location, the suitability of the site, the quality of the tenants and the building as at valuation.
In case of buildings where the property rights are divided in on the one hand, bare ownership and, on the other hand, rights of superficies or long lease rights, the value of the superficies or long lease rights is determined by updating (Discounted Cash Flow) the net rental income, i.e. after deduction of the superficies or ground rent, until the end of the long lease or superficies agreement.
The value of the bare ownership is determined by updating (Discounted Cash Flow) the periodical superficies or ground rent until the expiry date of this agreement.
The information provided to the real estate experts and the assumptions and valuation models used are checked by the company's controller and the public BE-REIT's management. All material differences (positive as well as negative) in absolute and relevant terms (versus previous quarter and versus previous year) are compared and analysed every quarter. On this basis, the management meets with the real estate experts with a view to accurately and fully reflecting all the information regarding the various sites in the valuations.
The gross market rental yield of the portfolio of Retail Estates nv currently ranges between 6% and 10%, depending on the location. We also refer to the overview per cluster on pages 96 through 117.
The sensitivity of the fair value in relation to changes in the significant non observable information used for determining the fair value of the properties classified in level 3 (in accordance with the IFRS fair value hierarchy) is the following: the effect of the increase of 1% of the rental income leads to an increase of the fair value of the portfolio of EUR 10.53 million. The effect of an increase of the yield of 100 bps leads to a decrease of the portfolio's fair value of EUR 138 million. The effect of a decrease of the yield of 100 bps leads to an increase of the portfolio's fair value of EUR 188 million.
| Non-current assets or groups of assets held for sale (in € 000) |
31.03.17 | 31.03.16 |
|---|---|---|
| Assets held for sale | 5,691 | 8,222 |
| Total assets held for sale | 5,691 | 8,222 |
Recorded under assets held for sale are those assets for which a sales agreement has been signed but the final deed of sale had not yet been enacted. These assets are usually sold within a year. It is not expected that there will be any decreases in value regarding these assets as a result of the sale.
On 31 March 2017 these assets comprise 3 retail properties (fair value EUR 2.52 million), and a house (EUR 0.70 million), and plots of land in Westende with a fair value of EUR 2.47 million. No agreement was yet signed for these plots of land in Westende, they are actively put for sale since they do not correspond to the Group's strategy. If these plots of land are not sold to individuals before 31 December 2017, they are taken back by the party of which the Group at the time acquired commercial real estate, including these plots of land.
| Trade receivables and doubtful debtors | ||
|---|---|---|
| Trade receivables (in € 000) | 31.03.17 | 31.03.16 |
| Trade receivables | 2,000 | 2,140 |
| Invoices to be issued | 142 | 195 |
| Doubtful debtors | -1,431 | -1,192 |
| Income to be collected | 4 | |
| Coupon real estate certificats | ||
| Distri-Land | 223 | 220 |
| Other | 10 | |
| Total trade receivables | 938 | 1,373 |
The outstanding trade receivables amount to EUR 0.57 million. EUR 0.15 million concerns the revolving and reserve fund. Given the guarantees received – both rental guarantees and the bank guarantees requested – the credit risk concerning trade receivables is limited to about 45% of the outstanding amount on 31 March 2017, equal to a risk of EUR 0.19 million (after deducting doubtful debtors).
For more details about the Distri-Land coupon, we refer to the section 'Real estate certificates' in the valuation rules (pages 139 and 140 of this annual report).
| Impairment on doubtful debtors - roll forward (in € 000) |
31.03.17 | 31.03.16 |
|---|---|---|
| At the end of the previous financial year | -1,192 | -731 |
| From acquired companies | -368 | |
| Provisions | -407 | -281 |
| Recoveries | 128 | 136 |
| Write-offs | 41 | 52 |
| At the end of the financial year | -1,430 | -1,192 |
The accrual for doubtful debtors is established as follows: the rental arrears list is closely monitored internally. Based on a management assessment, or if obvious and demonstrable reasons exist to suggest that the claim cannot be recovered, a provision is set up. Trade receivables are payable in cash. The table below shows an overview of the age structure of the trade receivables for which no value reduction was registered.
| 31.03.17 | 31.03.16 | |
|---|---|---|
| Due < 30 days | 164 | 88 |
| Due 30-90 days | 166 | 6 |
| Due > 90 days | -30 | 129 |
| Not due | 116 | 471 |
| Note 24 | Note 26 | ||||
|---|---|---|---|---|---|
| Tax receivables and other current assets (in € 000) |
31.03.17 | 31.03.16 | Deferred charges and accrued income (in € 000) |
31.03.17 | 31.03.16 |
| Taxes | Completed, property returns not due | 39 | 95 | ||
| VAT receivable | 90 | Rental discounts and rental benefits to be | |||
| Witholding tax receivable | 852 | appropriated | |||
| Property tax receivable | 1,867 | 1,367 | Property costs paid in advance | 631 | 219 |
| Salary and social security | Interest and other financial costs paid in | ||||
| Other | 441 | 9 | advance | 345 | 336 |
| Other | 166 | 79 | |||
| Total tax receivables and other current | |||||
| assets | 3,160 | 1,466 | Total deferred charges and accrued income | 1,181 | 729 |
| Cash and cash equivalents (in € 000) | 31.03.17 | 31.03.16 |
|---|---|---|
| Bank balances | 978 | 1,315 |
| Total cash and cash equivalents | 978 | 1,315 |
The deferred charges mainly concern assurances and maintenance costs of the ERP software.
Shareholders' equity
Capital
| Capital evolution | Capital movement |
Total remaining capital after the transaction |
Number of shares created |
Total number of shares |
|
|---|---|---|---|---|---|
| Date | Transaction | (in € 000) | (in € 000) | ||
| 12/07/1988 | Incorporation | - | 74 | 3,000 | 3,000 |
| 27/03/1998 | IPO and 1st listing on Euronext Brussels | 20,563 | 20,637 | 1,173,212 | 1,176,212 |
| 30/04/1999 | Capital decrease (incorporation of losses) | -5,131 | 15,505 | - | 1,176,212 |
| 30/04/1999 | Merger by acquisition | 1,385 | 16,891 | 283,582 | 1,459,794 |
| 30/04/1999 | Capital decrease (incorporation of losses) | -2,267 | 14,624 | - | 1,459,794 |
| 30/04/1999 | Incorporation of losses | -174 | 14,451 | - | 1,459,794 |
| 30/04/1999 | Incorporation of issue premium and revaluation gain | 4,793 | 19,244 | - | 1,459,794 |
| 30/04/1999 | Cash contribution | 10,854 | 30,098 | 823,348 | 2,283,142 |
| 1/07/2003 | Cash contribution | 12,039 | 42,137 | 913,256 | 3,196,398 |
| 31/12/2003 | Public bid on real estate certificates Distri-Land | 4,907 | 47,043 | 372,216 | 3,568,614 |
| 5/11/2004 | Partial incorporation of issue premium | 33,250 | 80,294 | - | 3,568,614 |
| 5/11/2004 | Annulment of 20 bearer shares | -1 | 80,293 | -20 | 3,568,594 |
| 10/08/2005 | Merger by absorption | 1 | 80,294 | 130 | 3,568,724 |
| 21/11/2006 | Merger by absorption | 10 | 80,303 | 228 | 3,568,952 |
| 30/11/2007 | Contribution in kind in the context of a partial split | 3,804 | 84,107 | 169,047 | 3,737,999 |
| 30/06/2008 | Contribution in kind in the context of a partial split | 1,882 | 85,989 | 83,632 | 3,821,631 |
| 5/09/2008 | Contribution in kind | 534 | 86,523 | 23,750 | 3,845,381 |
| 30/04/2009 | Contribution in kind | 5,625 | 92,148 | 250,000 | 4,095,381 |
| 24/11/2009 | Contribution in kind in the context of a partial split | 6,944 | 99,092 | 308,623 | 4,404,004 |
| 5/02/2010 | Contribution in kind | 4,380 | 103,472 | 194,664 | 4,598,668 |
| 31/03/2010 | Contribution in kind in the context of a partial split | 910 | 104,382 | 40,459 | 4,639,127 |
| 05/05/2010 | Contribution in kind | 3,288 | 107,671 | 146,135 | 4,785,262 |
| 21/06/2010 | Contribution in kind | 2,662 | 110,332 | 118,293 | 4,903,555 |
| 30/11/2010 | Contribution in kind | 2,212 | 112,544 | 98,301 | 5,001,856 |
| 30/11/2010 | Contribution in kind | 1,280 | 113,824 | 56,872 | 5,058,728 |
| 30/11/2010 | Contribution in kind | 66 | 113,890 | 2,935 | 5,061,663 |
| Capital evolution | Capital movement |
Total remaining capital after the transaction |
Number of shares created |
Total number of shares |
|
|---|---|---|---|---|---|
| Date | Transaction | (in € 000) | (in € 000) | ||
| 16/06/2011 | Contribution in kind | 1,989 | 115,879 | 88,397 | 5,150,060 |
| 27/06/2011 | Contribution in kind | 5,520 | 121,399 | 245,348 | 5,395,408 |
| 30/03/2012 | Contribution in kind in the context of a partial split | 937 | 122,336 | 41,666 | 5,437,074 |
| 4/07/2012 | Contribution in kind | 4,694 | 127,030 | 208,607 | 5,645,681 |
| 27/07/2012 | Contribution in kind - stock optional dividend | 3,768 | 130,798 | 167,441 | 5,813,122 |
| 28/06/2013 | Contribution in kind | 540 | 131,338 | 24,009 | 5,837,131 |
| 28/06/2013 | Capital increase in cash | 32,699 | 164,037 | 1,453,280 | 7,290,411 |
| 28/11/2014 | Contribution in kind | 6,054 | 170,091 | 269,062 | 7,559,473 |
| 28/05/2015 | Capital increase in cash | 28,345 | 198,436 | 1,259,740 | 8,819,213 |
| 29/01/2016 | Contribution in kind | 1,060 | 199,496 | 47,107 | 8,866,320 |
| 14/12/2016 | Contribution in kind | 2,604 | 202,100 | 115,735 | 8,982,055 |
| 14/12/2016 | Contribution in kind | 588 | 202,688 | 26,153 | 9,008,208 |
As at 31 March 2017, the registered capital amounts to EUR 202,688,189.49 and is represented by 9,008,208 shares. There are no preferred shares. Each of these shares grants 1 voting right at the shareholders' meeting, and these shares represent the denominator for the notification in the context of the transparency declarations. On 5 April 2017 a capital increase took place, bringing total capital to EUR 206,612,347.44, represented by 9,182,612 shares.
The capital is fully paid up.
We refer to Article 6 of the articles of association of Retail Estates nv, on page 192 of this report.
| Issue premium evolution (in € 000) | ||
|---|---|---|
| Date | Transaction | Issue premiums |
| Previous financial year | 151,499 | |
| 14/12/16 | Contribution in kind | 4,919 |
| 14/12/16 | Contribution in kind | 1,111 |
| Total issue premiums 31/03/2017 | 157,529 |
| Note 29 | ||
|---|---|---|
| Impact on fair value of estimated transfer rights and costs resulting from the hypothetical disposal of investment properties (in € 000) |
31.03.17 | 31.03.16 |
| Balance at the end of the previous financial | ||
| year | -24,942 | -20,861 |
| Change during the financial year | -1,761 | -4,081 |
| Total impact on fair value of estimated | ||
| transfer rights and costs resulting from | ||
| the hypothetical disposal of investment | ||
| properties | -26,703 | -24,942 |
As stated in note 21, Retail Estates nv considers its real estate portfolio as an entity than can be disposed of as a whole, or as a limited number of larger parts. In accordance with valuation at 'fair value' from its valuation surveyors Cushman & Wakefield, CBRE and Stadim, the value of the properties was reduced by 2.50% subject to the valuation surveyors' expected transaction charges at the disposal of the properties. On 1 April 2004 (the date of the first application of the IAS/IFRS standards), the transfer charges that were deducted from the investment value amounted to EUR 4.90 million. This amount was recognised under this item in the shareholders' equity.
| Note 30 | ||
|---|---|---|
| Other non-current financial liabilities (in € 000) |
31.03.17 | 31.03.16 |
| Authorised hedging instruments (also refer | ||
| to note 35) | 19,153 | 28,155 |
| Other | 6,743 | |
| Total other non-current financial | ||
| liabilities | 25,896 | 28,155 |
The increase of EUR 6.74 million 'Other' refers to minority shareholders related to recognition of the debt for the further acquisition of the shares in Heerzele nv and Blovan nv not yet owned by Retail Estates nv (see also note 41).
| Trade debts and other current debts (in € 000) |
31.03.17 | 31.03.16 |
|---|---|---|
| Exit tax | 4,327 | 13,219 |
| Other | 7,649 | 7,852 |
| Trade debts | 360 | 807 |
| Invoices to be received | 6,212 | 6,172 |
| Taxes payable | 752 | 594 |
| Other current debts | 326 | 279 |
| Total trade debts and other current | ||
| debts | 11,976 | 21,071 |
The 'Exit tax' refers to the taxes payable on the deferred capital gains of acquired real estate companies that will have to be paid at the time of merger of those companies with the public BE-REIT Retail Estates nv. The table below gives an overview of the evolution of the owed exit tax relative to the previous financial year.
| Exit tax (in € 000) | 31.03.17 |
|---|---|
| Balance at the end of the previous | |
| financial year | 13,219 |
| Increase during the financial year | 6,249 |
| Advance payments | -15,100 |
| Assessments | -41 |
| At the end of the financial year | 4,327 |
| Other current liabilities (in € 000) | 31.03.17 | 31.03.16 |
|---|---|---|
| Dividends payable | 33 | 34 |
| Other | 11,471 | 15,599 |
| Total other current liabilities | 11,504 | 15,633 |
The decrease of EUR 4.13 million 'Other current liabilities' is explained by the acquisition of the remaining shares of Retail Warehousing Invest nv (decrease of debt by EUR 15.56 million) and by the claim for the balance of the price paid (on 05/04/17) for the shares of the company Hainaut Retail Invest nv (increase of debt by EUR 11.40 million) (see also note 41).
| Accrued charges and deferred income (in € 000) |
31.03.17 | 31.03.16 |
|---|---|---|
| Property returns received in advance | 2,707 | 2,642 |
| Completed, not due interests and other | ||
| financial costs | 3,138 | 3,015 |
| Other | 909 | 307 |
| Total accrued charges and deferred | ||
| income | 6,754 | 5,963 |
The deferred revenues mainly concern rents paid in advance.
| 398,225 |
|---|
| 10 |
| 29,788 |
| 428,023 |
| 42,597 |
| 4 |
| 42,601 |
| 470,624 |
| 31.03.16 |
| 100,378 |
| 257,080 |
| 70,555 |
| 31.03.16 |
| 368,599 |
| 102,007 |
| Retail Estates nv has the following unused credit facilities (in € 000) |
31.03.17 | 31.03.16 |
|---|---|---|
| Expiring within one year | 0 | 25,000 |
| Expiring after one year | 114,600 | 99,512 |
| Estimate of the future interest burden | Total future interest burden | ||
|---|---|---|---|
| 31.03.17 31.03.16 |
|||
| Within one year | 15,117 | 16,969 | |
| Between one and five year(s) | 41,808 | 48,217 | |
| More than five years | 17,882 | 16,284 | |
| Total | 74,807 | 81,470 |
90.45% of the loans have a fixed interest rate or are hedged using an interest rate swap contract. The estimate of the future interest burden takes into account the debt position as of 31 March 2017 and interest covers according to the contracts currently in progress. For the unhedged part of the liabilities for a total of EUR 49.33 million, account was taken of expectations for the Euribor on the date of this report + banking margin.
The company has issued 3 bond loans:
• EUR 25 million, issued on 10 June 2016 with a maturity of 10 years, at an interest rate of 2.84%
The degree to which Retail Estates nv can finance itself significantly impacts its profitability. Property investment generally entails a relatively high level of debt financing. To optimally limit this risk, Retail Estates nv applies a relative cautious and conservative strategy (see mentioned above). In this manner, a rise in the interest rate has no substantial impact on the total result. There is, however, an impact of interest rate increases or decreases on the market value of the concluded IRS contracts and thus on shareholders' equity and changes in the fair value of financial assets and liabilities. If interest rate were to rise by 1%, this would have a positive impact of EUR 14.71 million on shareholders' equity and changes in the fair value of financial assets and liabilities. If interest rate were to decrease by 1%, this would have a negative impact of EUR 17.72 million on shareholders' equity and changes in the fair value of financial assets and liabilities.
In principle, Retail Estates nv has an agreement with its banks for a debt ratio covenant of 60%.
Financial instruments on 31 March 2017
| Summary of financial instruments as at closing date 31.03.17 (in € 000) | Categories | Book value | Fair value | Level |
|---|---|---|---|---|
| I. Non-current assets | ||||
| Finance lease receivables | C | 1,030 | 1,030 | 2 |
| Loans and receivables | A | 518 | 518 | 2 |
| II. Current assets | ||||
| Trade receivables and other receivables | A | 4,098 | 4,098 | 2 |
| Cash and cash equivalents | B | 978 | 978 | 2 |
| Total financial instruments on the assets side of the balance sheet | 6,624 | 6,624 | ||
| I. Non-current liabilities | ||||
| Interest-bearing liabilities | A | 2 | ||
| Credit institutions | A | 485,330 | 510,039 | 2 |
| Other | A | 0 | 0 | 2 |
| Other non-current liabilities | A | 2 | ||
| Other financial liabilities | C | 25,896 | 25,830 | 2 |
| II. Current liabilities | ||||
| Interest-bearing liabilities | A | 30,909 | 30,909 | 2 |
| Current trade debts and other debts | A/C | 23,480 | 23,480 | 2/3 |
| Total financial instruments on the liabilities side of the balance sheet | 565,615 | 590,258 |
The categories correspond with the following financial instruments:
A. Financial assets or liabilities (including receivables and loans) held until maturity, at the amortised cost.
B. Investments held until maturity, at the amortised cost.
C. Assets or liabilities, held at the fair value through the profit and loss account, except for financial instruments determined as hedging instruments.
The aggregate financial instruments of the Group correspond with level 2 in the fair values hierarchy. Fair value valuation is carried out regularly.
Level 2 in the fair values hierarchy includes the other financial assets and liabilities, in respect of which the fair value is based on other information, which can, directly or indirectly, be determined for the relevant assets or liabilities.
The valuation techniques regarding the fair value of the level 2 financial instruments are the following:
The fair value of the other level 2 financial assets and liabilities is almost equal to their book value:
either because they have a short-term maturity (like trade receivables and debts),
The fair value of debts having a fixed interest rate is valued by means of an actualisation of their future cash flows, taken into account the Group's credit risk.
Since trade receivables and trade debts are short-term, the fair value approximates the nominal value of these financial assets and liabilities. On 31 March 2017, Retail Estates nv has 344.03 million EUR of debt at a variable interest rate, and EUR 172.78 million financial debts at a fixed interest rate. 90.45% of the loans have a fixed interest rate or are hedged using an interest rate swap contract. The fixed interest rates at which these long-term debts were originally concluded in most cases no longer correspond to prevailing money market rates, leading to a difference between their book values and their fair values. The following table compares the total amount of the fixedrate debts at book value and at fair value at the end of the 2016-2017 financial year. Here, the fair value of the fixed-rate debts is estimated by discounting their future cash flows at an interest rate that reflects the Group's credit risk. The fair value of the fixed-rate debts is mentioned in the underlying table; the book value is equal to the amortised cost. The financial debts with a variable rate have a book value close to their fair value.
| Financial debts at fixed interest rate | 31.03.17 | 31.03.16 | ||
|---|---|---|---|---|
| Book value | Fair value | Book value | Fair value | |
| Financial debts at fixed interest rate | 172,380 | 197,089 | 102,007 | 120,021 |
| Financial instruments at fair value | ||
|---|---|---|
| Fair value of financial assets and liabilities (in € 000) |
31.03.17 | 31.03.16 |
| Fair value of financial derivatives | -19,153 | -28,155 |
| Total fair value of financial assets and | ||
| liabilities | -19,153 | -28,155 |
| Other non-current liabilities | |||||
|---|---|---|---|---|---|
| Starting date |
Ending date |
Interest rate |
Notional amount (in € 000) |
Hedge accounting |
|
| 1 | 06/2012 | 06/2017 | 3.22% | 20,000 | NO |
| 2 | 07/2007 | 07/2017 | 4.77% | 10,000 | NO |
| 3 | 06/2012 | 09/2017 | 3.03% | 10,000 | NO |
| 4 | 09/2012 | 09/2017 | 3.35% | 6,000 | NO |
| 5 | 03/2008 | 03/2018 | 4.08% | 5,000 | NO |
| 6 | 04/2014 | 03/2018 | 1.91% | 20,500 | NO |
| 7 | 11/2013 | 11/2018 | 3.69% | 30,000 | NO |
| 8 | 09/2014 | 09/2019 | 2.69% | 21,000 | NO |
| 9 | 02/2015 | 01/2020 | 1.48% | 20,000 | NO |
| 10 | 01/2016 | 01/2021 | 1.82% | 10,000 | NO |
| 11 | 10/2017 | 01/2022 | 1.70% | 15,000 | NO |
| 12 | 06/2016 | 06/2023 | 1.04% | 25,000 | NO |
| 13 | 06/2016 | 06/2023 | 1.03% | 10,000 | NO |
| 14 | 03/2009 | 12/2023 | 3.89% | 7,310 | NO |
| 15 | 06/2017 | 06/2024 | 1.29% | 35,000 | NO |
| 16 | 07/2016 | 04/2026 | 1.26% | 26,000 | YES |
| 17 | 06/2017 | 06/2023 | 1.36% | 14,000 | NO |
| 18 | 06/2016 | 06/2021 | 1.03% | 25,000 | YES |
| 19 | 06/2016 | 06/2019 | 1.44% | 50,000 | YES |
| 20 | 06/2019 | 06/2024 | 1.49% | 30,000 | NO |
| 21 | 03/2018 | 03/2026 | 1.10% | 20,000 | NO |
The Group uses financial derivatives (interest rate swaps) to hedge interest rate risks arising from operational, financing and investment activities. Financial derivates are initially booked at cost price and revalued to fair value on the subsequent reporting date. The derivatives currently used by Retail Estates nv qualify as cash flow hedges only to a limited degree. Changes in the fair value of derivatives that do not qualify as cash flow hedges are booked immediately to the profit and loss account. EUR -0.87 million was recorded in the income statement regarding financial instruments. EUR -8.33 million relates to the linear depreciation of the value on 31 December 2015 of the derivatives that do not longer qualify as cash flow hedges. EUR 7.46 million relates to the changes in fair value of the derivatives for the period 1 April 2016 to 31 March 2017. Swaps qualifying as cash flow hedges are directly recognised in the shareholders' equity and are not included in the income statement. The interest rate swaps are level 2 instruments.
| Calculation debt ratio (in € 000) | 31.03.17 | 31.03.16 |
|---|---|---|
| Liabilities | 572,368 | 541,445 |
| To be excluded: | 25,907 | 34,118 |
| I. Non-current liabilities | 19,153 | 28,155 |
| Provisions | 0 | |
| Authorised hedging instruments | 19,153 | 28,155 |
| Deferred taxes | 0 | |
| II. Current liabilities | 6,754 | 5,963 |
| Provisions | ||
| Authorised hedging instruments | ||
| Accrued charges and deferred | ||
| income | 6,754 | 5,963 |
| Total debt | 546,461 | 507,327 |
| Net reduction debt | ||
| Total assets | 1,087,338 | 1,015,615 |
| DEBT RATIO | 50.26% | 49.95% |
Article 24 of the Belgian Royal Decree relating to Belgian real estate investment trusts (BE-REITs) requires public Belgian REITs to draw up a budget forecast with an implementation schedule when its consolidated debt ratio exceeds 50% of consolidated assets. The budget forecast describes the measures to be taken to prevent the consolidated debt ratio from exceeding 65% of consolidated assets.
A separate report on the budget forecast is prepared by the statutory auditor, confirming that the latter has verified the method of drawing up the forecast, particularly as regards the economic bases, and that the figures contained in this forecast concur with the accounting records of the public BE-REIT.
The general guidelines of the budget forecast are included in the annual and semi-annual financial reports. The annual and semi-annual financial reports will describe and justify how the budget forecast has been implemented during the period under review and how the public BE-REIT will implement the forecast in the future.
Historical evolution of the debt ratio
Historically, the debt ratio of Retail Estates fluctuates between 50-55%. In the course of its history, the debt ratio of Retail Estates NV has never exceeded 60%.
The board of directors considers a debt ratio of +/- 55% ideal for the shareholders of the public Belgian real estate investment trust in terms of the return and the current earnings per share. The impact of every investment on the debt ratio is reviewed and if necessary the investment is not carried out if it has a negative influence on the debt ratio.
Based on the current debt ratio of 50.26%, Retail Estates nv has an investment potential of EUR 264.85 million without exceeding a debt ratio of 60% (the company has a covenant with a number of banks which provides that the debt ratio may not exceed 60%).
Every quarter, the board of directors is presented with a prognosis of how the debt ratio will evolve during the following quarter. The board also discusses any deviations which may have occurred between the estimated and actual debt ratio during the previous quarter.
The projection of the debt ratio as at 30 June 2017 takes into account the following assumptions:
No disposals are planned.
The results of the third quarter as indicated in the budget for 2017-2018, approved by the board of directors.
No investments are planned in the first quarter of the financial year 2017-2018.
Considering the aforementioned assumptions, the debt ratio as at 30 June 2017 would amount to 49.31%.
A projection is also made of the debt ratio as at 31 March 2018 (end of the financial year). This projection takes into account the following assumptions:
No disposals are planned.
The results of the financial year as indicated in the budget for 2017-2018, approved by the board of directors.
Investments amounting to EUR 3 million are planned, all of which in the fourth quarter of the financial year 2017-2018.
Considering the additional planned investments and the earnings expectations for the full year, the debt ratio at 31 March 2018 would amount to 49.29%.
The projection of the debt ratio only takes into account acquisitions and disposals in respect of which a private agreement has been signed (without conditions precedent), and investments that are planned and contracted out. Credits to expire are supposed to be refinanced for the same amount.
The valuation of the real estate portfolio also has an impact on the debt ratio. Considering the current capital basis, the maximum debt ratio of 65% would be exceeded in the event of a reduction in the fair value of investment properties of more than EUR 246.63 million. This reduction in value could be the result of an increase in the yield (if the rental values remain unchanged, the yield would have to increase by 2.02% in order to exceed the debt ratio) or a reduction in rents (if the yields remain unchanged, the rents would have to drop by EUR 16.28 million). Historically, the fair value of the real estate portfolio has always risen or was at least stable since the company was set up. There are currently no indications in the market to assume an increase in the yield.
If substantial value drops do take place that raise the debt ratio above 65%, Retail Estates NV can begin to sell some of its properties. Retail Estates NV has a solid track record of selling properties at their estimated investment value. In financial year 2013-2014, 4 retail properties and 2 apartments in shell condition were sold for a net sale price of EUR 5.07 million. In financial year 2014-2015, 9 retail properties were sold for a net sale price of EUR 8.08 million, and the company Belgium Retail 1 Luxembourg SÀRL was sold for EUR 8.22 million. In financial year 2015-2016, 11 retail properties, 2 apartments, office space, parking and 9 plots of the Westende site were sold at a net sale price of EUR 11.80 million. During the past financial year, disposals were recorded for a net sale price of EUR 9.72 million. For more information, we refer to chapter 3 of this report, Management Report. On average, these properties were sold at their estimated investment value.
Retail Estates nv is of the opinion that, based on
no additional measures need to be taken to prevent the debt ratio exceeding 65%. It is the intention of the public BE-REIT to maintain or to re-establish the debt ratio between 50% and 55%. This level is evaluated regularly and will be reviewed by the board of directors if deemed necessary in the light of changing market and influencing factors.
The company's related parties are its subsidiaries and its directors and members of the board of directors/executive officers. The transactions with the subsidiaries are eliminated in the consolidation.
The board of directors' and executive officers' remuneration is entered in the "corporate operating costs" (see note 10):
| (in € 000) | 31.03.17 | 31.03.16 |
|---|---|---|
| Directors | 824 | 501 |
| Total | 824 | 501 |
Directors and executive officers do not receive any other benefits from the company. These amounts are all short-term benefits. We refer to the remuneration report on page 49.
| Auditor's fee (VAT excl.) |
31.03.17 | 31.03.16 |
|---|---|---|
| Remuneration of the auditor for the audit | ||
| assignment | 99 | 92 |
| Remuneration for exceptional duties or | ||
| special assignments | ||
| - Other audit assignments | 17 | 5 |
| - Tax consultancy assignments | 4 | 9 |
| - Other assignments outsite the audit assignment |
In compliance with Article 133/1, §6, of the Belgian Companies Code, the one-to-one rule must be judged at the level of Retail Estates nv. It was not exceeded. The other assignments, besides the audit assignments, mainly concern due diligence assignments.
The acquisitions and completion of own developments during financial year 2016-2017 resulted in an increase in real estate of EUR 72.48 million. Total rental income increased by EUR 1.99 million in the financial year 2016-2017 as a result of these investments. If the acquisitions would have taken place on 1 April 2016, rental income would have increased by EUR 4.37 million. The operating result increased by EUR 1.74 million as a result of these investments.
The acquisitions and completion of own developments during financial year 2015-2016 resulted in an increase in real estate of EUR 166.52 million. Total rental income increased by EUR 6.90 million in the financial year 2015-2016
as a result of these investments. If the acquisitions would have taken place on 1 April 2015, rental income would have increased by EUR 11.65 million. The operating result increased by EUR 10.13 million as a result of these investments.
Disposals were made during the 2016-2017 financial year for a net sale price of EUR 9.72 million, which resulted in a decrease in investment properties of EUR 5.37 million. Rental income declined by EUR 0.05 million as a result of these disposals. If the disposals would have taken place on 1 April 2016, rental income would have decreased by EUR 0.14 million
Disposals were made during the 2015-2016 financial year for a net sale price of EUR 11.80 million, which resulted in a decrease in investment properties of EUR 11.46 million. Rental income declined by EUR 0.22 million as a result of these disposals. If the disposals would have taken place on 1 April 2015, rental income would have decreased by EUR 0.79 million.
Appointment of new directors and change of shareholders' meeting date On 4 April 2017, the extraordinary shareholders' meeting of Retail Estates nv approved the appointment of Mr. Vic Ragoen and Ms. Ann Gaeremynck until the 2021 annual shareholders' meeting. On 22 May 2017, the extraordinary shareholders' meeting approved moving the shareholders' meeting to the penultimate Monday of July, and the extraordinary shareholders' meeting decided to increase the number of colleagues that may represent a director at the board of directors meeting from two to three, and consequently to replace the sixth paragraph of Article 12 of the articles of association with the following text:
"Each director may authorise another member of the board by letter, by fax, by electronic mail or in another written manner to represent him at a specific meeting. A director may represent a maximum of three colleagues.".
Increase in capital and issue of new shares On 5 April 2017, 174,404 new shares were issued by contribution of the remaining debt claim relating to the purchase of the shares of the real estate company Hainaut Retail Invest, which has 25 retail properties spread throughout the Province of Hainaut. Following this issue, the registered capital of Retail Estates was increased to EUR 206,612,347.44, represented by 9,182,612 shares. The new shares will share in the company's profit from 1 April 2017.
As at 31 March 2017, the following subsidiaries are part of the consolidation perimeter of Retail Estates nv:
| Subsidiary | External financial debts4 (in € 000) |
Investment proper ties4 (in € 000) |
Rental income5 (in € 000) |
Participation percentage |
|---|---|---|---|---|
| Retail Warehousing Invest nv |
4.250 | 90.966 | 3.533 | 72,87% by Retail Estates nv, |
| 5,98% by Finsbury Properties nv |
||||
| 21,15% by RWI Invest nv |
||||
| Finsbury Properties nv |
0 | 6.036 | 0 | 100% |
| RWI Invest nv |
0 | 0 | 0 | 100% |
| Heerzele nv |
0 | 0 | 74 | 51% |
| Hainaut Retail Invest nv |
0 | 36.764 | 806 | 100% |
| Blovan nv |
194 | 4.624 | 74 | 50% |
| Foncière de la Station Vervietoise bvba | 0 | 1.345 | 0 | 50% by Finsbury Properties nv, |
| 50% by Retail Warehousing Invest nv |
4 Value at closing date of the consolidated figures (31.03.2017).
5 For the period the companies are part of the Group in the current financial year.
During the past financial year, control was obtained over Blovan nv, Foncière de la Station Vervietoise bvba, Hainaut Retail Invest nv, Heerzele nv and RWI Invest nv. The board of directors of Retail Estates nv acknowledged the mergers by acquisition of subsidiaries PanEuropean Retail Properties nv, Vlaamse Leasing Maatschappij nv, Fimitobel nv, Texas Management nv and TBK bvba during the past financial year. The board of directors of Retail Warehousing Invest nv (Institutional BE-REIT) acknowledged the mergers by acquisition of PanEuropean Property Investments nv and Localiège nv.
For more information, we refer you to chapter 3 of this report, Management Report, on pages 38 through 44.
None of these acquisitions were considered a business combination under IFRS 3.
On 30 August 2016, Retail Estates nv acquired controlling interest (51%) of real estate company Heerzele nv, which is owner of property in Wetteren on which, after obtaining the necessary permits, it wishes to expand its retail park in Wetteren.
In the case of a possible exit of its partner, the company intends to acquire all shares no sooner than 12 months after acquisition of controlling interest. Due to the combination of the cooperation agreement and the put options (which Retail Estates nv intends to exercise) relating to the minority interest, Retail Estates nv has controlling interest of Heerzele nv and is applying the full consolidation method.
On 29 May 2012, controlling interest was acquired of Retail Warehousing Invest
nv through the acquisition of 62.50% of the shares. On 5 October 2016, an agreement was concluded with a view to the acquisition of the remaining minority interest. This was done through the acquisition of all shares of RWI Invest nv (then called Databuild Retail nv), the holder of this minority stake.
Retail Warehousing Invest owns 30 retail properties throughout Belgium. RWI Invest nv has no assets other than 375 shares of Retail Warehousing Invest nv, representing 37.50% of the share capital of that company.
Since the acquisition of this majority interest, Retail Estates nv has systematically recognised its obligation to purchase this minority interest as a debt in the consolidated accounts. The amount of this debt was adjusted to the quarterly price review clauses contained in the agreement of 29 May 2012.
The result of Retail Warehousing Invest nv has always been fully consolidated. Consequently, this transaction has only a limited impact on the consolidated results.
The transaction consists of two parts. The first part concerns the transfer and payment by 5 October 2016 of approximately half of the shares for an amount of EUR 7.68 million. The second part consisted of the issue of 115,735 new shares in the context of a capital increase by contribution in kind with a contribution value of EUR 7.52 million (see chapter 3 of this report, Management Report).
On 31 January 2017, Retail Estates nv acquired a stake (50%) in a second real estate company, Blovan nv, which owns a semi-logistics facility in Wetteren that is used for business-to-business trade.
The company intends to acquire all shares in the case of a possible exit by its partner. Due to the combination of the cooperation agreement and the put options (which Retail Estates nv intends to exercise) relating to the minority interest, Retail Estates nv has controlling interest of Blovan nv and is applying the full consolidation method.
As of 31 December 2012, the balance sheet has been drawn up on the assumption that all minority interests are acquired (in accordance with IFRS), irrespective of the timing of such acquisition and on the assumption that such acquisition is paid in cash. This reflects the maximum debt ratio on the basis of the available information and the development stage of the projects. The impact on the non-current liabilities amounts to EUR 6.74 million.
The amount referred to in Article 617 of the Belgian Companies Code, of the paid-up capital or if that amount is higher, of the called-up capital, increased with all the reserves that cannot be distributed (in accordance with the law or with the provisions of the articles of association), is determined in Article 13, §1, of the BE-REIT R.D.
This calculation takes place on the basis of the statutory annual accounts of Retail Estates nv.
The result for the subsidiaries held for 100% by Retail Estates nv was incorporated into the company's annual accounts as follows:
As such, the operating result of the subsidiaries for the full financial year can be used for distribution as dividend.
| (in € 000) | 31.03.17 | 31.03.16 |
|---|---|---|
| Non-distributable elements of the shareholders' equity before distribution of results | 410,964 | 400,426 |
| Paid-up capital | 197,635 | 194,545 |
| Non-available issue premiums pursuant to the articles of association | 157,529 | 151,499 |
| Reserve for the positive balance of the variations of the fair value of real estate | 96,955 | 96,955 |
| Reserve for the impact on the fair value of estimated transfer rights and costs resulting from the hypothetical disposal of investment properties |
-22,999 | -19,887 |
| Reserve for the balance of the changes in fair value of authorised hedging instruments qualifying for hedge accounting | -4,032 | -5,556 |
| Reserve for the balance of the changes in fair value of authorised hedging instruments not qualifying for hedge accounting |
-14,253 | -17,573 |
| Other reserves | 129 | 443 |
| Profit and loss of the financial year that must be allocated to the non-distributable reserves in accordance with | ||
| Article 13, §1, of the RREC R.D. | 6,625 | 1,621 |
| Result on portfolio | 10,446 | 9,189 |
| Revaluation participations | -2,952 | -2,562 |
| Changes in fair value of financial assets and liabilities | -869 | -5006 |
| Total shareholders' equity, statutory, non-distributable | 417,589 | 402,047 |
| Shareholders' equity, statutory | 510,623 | 474,409 |
| Planned dividend distribution | 29,727 | 28,372 |
| Shareholders' equity, statutory, after distribution of dividends | 480,896 | 446,037 |
| Remaining reserve after distribution | 63,307 | 43,990 |
In accordance with legal requirements, we report to you on the performance of our mandate of statutory Auditor. This report includes our report on the Consolidated Financial Statements for the year ended 31 March 2017 as defined below, as well as our report on other legal and regulatory requirements. These Consolidated Financial Statements comprise the consolidated balance sheet as at 31 March 2017, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated cash flow statement for the year then ended, as well as notes, comprising a summary of significant accounting policies and other explanatory information.
We have audited the Consolidated Financial Statements of Retail Estates NV ("the Company") and its subsidiaries ("the Group") for the year ended 31 March 2017, prepared in accordance with International Financial Reporting Standards as adopted by the European Union and implemented by the royal decree of 13 July 2014, and with the legal and regulatory requirements applicable in Belgium. The total of the consolidated balance sheet amounts to '000' EUR 1.087.338 and the consolidated income statement shows a profit for the year of '000' EUR 52.136.
The board of directors is responsible for the preparation and fair presentation of Consolidated Financial Statements in accordance with International Financial Reporting Standards as adopted by the European Union and implemented by the royal decree of 13 July 2014, and with legal and regulatory requirements applicable in Belgium, and for such internal control as the board of directors determines is necessary to enable the preparation of Consolidated Financial Statements which are free from material misstatement, whether due to fraud or error.
Our responsibility is to express an opinion on these Consolidated Financial Statements based on our audit. We conducted our audit in accordance with International Standards on Auditing (ISA) as endorsed in Belgium. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Consolidated Financial Statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Consolidated Financial Statements. The procedures selected depend on the statutory auditor's judgment, including his assessment of the risks of material misstatement in the Consolidated Financial Statements, whether due to fraud or error. In making those risk assessments, the statutory auditor considers internal control relevant to the group's preparation and fair presentation of the Consolidated Financial Statements, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the board of directors, as well as evaluating the overall presentation of the Consolidated Financial Statements.
We have obtained from the board of directors and the Company's officials the explanations and information necessary for performing our audit.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our unqualified opinion.
The board of directors is responsible for the preparation and the content of the board of directors' report on the Consolidated Financial Statements.
In the context of our mandate and in accordance with the Belgian standard which is complementary to the International Standards on Auditing (ISAs) as applicable in Belgium, our responsibility is to verify, in all material respects, compliance with certain legal and regulatory requirements. On this basis, we provide the following additional statement which does not impact our opinion on the Consolidated Financial Statements:
• The board of directors' report on the Consolidated Financial Statements, prepared in accordance with article 119 of the Companies' Code and to be deposited in accordance with article 100 of the Companies' Code, includes, both in terms of form and content, the information required by law, is consistent with the Consolidated Financial Statements and does not present any material inconsistencies with the information that we became aware of during the performance of our mandate.
Sint-Stevens-Woluwe, 19 May 2017
The Statutory Auditor PwC Reviseurs d'Entreprises sccrl/ Bedrijfsrevisoren bcvba
Represented by Damien Walgrave Reviseur d'Entreprises / Bedrijfsrevisor
| INCOME STATEMENT (in € 000) |
31.03.17 | 31.03.16 |
|---|---|---|
| Rental income | 59,144 | 50,322 |
| Rental related expenses | -758 | -500 |
| Net rental income | 58,385 | 49,822 |
| Recovery of property expenses | ||
| Recovery of rental charges and taxes normally payable by tenants on let properties | 5,705 | 4,758 |
| Rental charges and taxes normally payable by tenants on let properties | -6,099 | -5,005 |
| Other rental related income and expenses | -108 | -41 |
| Property result | 57,883 | 49,534 |
| Technical costs | -2,023 | -1,799 |
| Commercial costs | -491 | -339 |
| Charges and taxes on unlet properties | -310 | -294 |
| Property management costs | -1,367 | -525 |
| Other property costs | 54 | -2 |
| Property costs | -4,137 | -2,959 |
| Operating property result | 53,745 | 46,575 |
| Operating corporate costs | -2,542 | -2,489 |
| Other current operating income and expenses | ||
| Operating result before result on portfolio | 51,203 | 44,086 |
| Result on disposals of investment properties | 279 | 282 |
| Result on sales of other non-financial assets | ||
| Changes in fair value of investment properties | 10,446 | 9,189 |
| Other result on portfolio |
| INCOME STATEMENT (in € 000) |
31.03.17 | 31.03.16 |
|---|---|---|
| Operating result | 61,927 | 53,556 |
| Financial income | 1,113 | 3,595 |
| Net interest charges | -18,148 | -16,244 |
| Authorised hedging instruments' costs | -869 | -5,006 |
| Other financial charges | 114 | -30 |
| Financial result | -17,790 | -17,685 |
| Result before taxes | 44,138 | 35,871 |
| Taxes | -42 | 33 |
| Net result | 44,096 | 35,904 |
| Note: | ||
| EPRA earnings | 33,948 | 28,841 |
| Result on portfolio | 10,725 | 9,471 |
| Revaluation participations | 292 | 2,598 |
| Changes in fair value of financial assets and liabilities | -869 | -5,006 |
| Statement of other comprehensive income (in € 000) | 31.03.17 | 31.03.16 |
|---|---|---|
| Net result | 44,096 | 35,904 |
| Other components of other comprehensive income, recyclable in income statements: | ||
| Impact on the fair value of estimated transaction rights and costs resulting from the hypothetical disposal of | ||
| investment properties | -3,112 | -1,862 |
| Changes in the fair value of authorised hedging instruments qualifying for hedge accounting as defined by IFRS | 9,850 | 1,193 |
| OTHER COMPREHENSIVE INCOME | 50,834 | 35,235 |
| ASSETS (in € 000) |
31.03.17 | 31.03.16 |
|---|---|---|
| Non-current assets | 1,037,040 | 957,102 |
| Goodwill | ||
| Intangible non-current assets | 149 | 145 |
| Investment properties | 921,774 | 798,654 |
| Other tangible non-current assets | 2,133 | 1,554 |
| Financial non-current assets | 110,409 | 156,748 |
| Finance lease receivables | 1,030 | 0 |
| Trade receivables and other non-current assets | 1,545 | 2 |
| Current assets | 36,370 | 30,206 |
| Non-current assets or groups of assets held for sale | 5,691 | 7,525 |
| Trade receivables | 893 | 1,235 |
| Tax receivables and other current assets | 28,082 | 19,807 |
| Cash and cash equivalents | 470 | 1,009 |
| Deferred charges and accrued income | 1,234 | 631 |
| TOTAL ASSETS | 1,073,410 | 987,308 |
| SHA REHOLDERS' EQUITY AND LIABILITIES (in € 000) |
31.03.17 | 31.03.16 |
|---|---|---|
| Shareholders' equity | 510,623 | 474,409 |
| Capital | 197,635 | 194,545 |
| Issue premiums | 157,529 | 151,499 |
| Reserves | 111,363 | 92,461 |
| Net result of the financial year | 44,096 | 35,904 |
| Liabilities | 562,786 | 512,898 |
| Non-current liabilities | 507,021 | 451,908 |
| Provisions | ||
| Non-current financial debts | 480,917 | 423,773 |
| Credit institutions | 396,497 | 393,975 |
| Long term financial lease | 0 | 10 |
| Other | 84,420 | 29,788 |
| Other non-current liabilities | 26,104 | 28,135 |
| Deferred taxes | 0 | |
| Current liabilities | 55,765 | 60,990 |
| Current financial debts | 30,878 | 34,477 |
| Credit institutions | 30,878 | 34,473 |
| Short term financial lease | 0 | 4 |
| Trade debts and other current debts | 7,023 | 5,775 |
| Other current liabilities | 11,496 | 15,632 |
| Accrued charges and deferred income | 6,368 | 5,106 |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 1,073,410 | 987,308 |
| STATEMENT OF CHANGES IN SHA REHOLDERS' EQUITY (in € 000) |
Capital ordinary shares |
Issue premiums | Reserves* | Net result of the financial year |
TOTAL Shareholders' Equity |
|---|---|---|---|---|---|
| Balance according to IFRS on 31 March 2015 | 166,902 | 101,839 | 80,441 | 33,807 | 382,990 |
| - Net appropriation of profits 2015-2016 | |||||
| - Transfer of portfolio result to reserves | 8,272 | -8,272 | 0 | ||
| - Transfer of EPRA earnings to reserves | 2,101 | -2,101 | 0 | ||
| - Reclassification between reserves | 0 | ||||
| - Dividends of the financial year 2014-2015 | -23,434 | -23,434 | |||
| - Capital increase | 28,344 | 47,870 | 76,214 | ||
| - Capital increase through contribution in kind | 1,060 | 1,790 | 2,850 | ||
| - Increase in shareholders' equity as a result of mergers | 2,608 | 2,608 | |||
| - Costs of capital increase | -1,762 | -1,762 | |||
| - Other | -291 | -291 | |||
| - Other comprehensive income 31/03/2016 | -669 | 35,903 | 35,235 | ||
| Balance according to IFRS on 31 March 2016 | 194,545 | 151,499 | 92,461 | 35,903 | 474,409 |
| - Net appropriation of profits 2016-2017 | |||||
| - Transfer of portfolio result to reserves | 3,531 | -3,531 | 0 | ||
| - Transfer of EPRA earnings to reserves | 4,000 | -4,000 | 0 | ||
| - Reclassification between reserves | 0 | ||||
| - Dividends of the financial year 2015-2016 | -28,372 | -28,372 | |||
| - Capital increase | 0 | ||||
| - Capital increase through contribution in kind | 3,193 | 6,030 | 9,223 | ||
| - Increase in shareholders' equity as a result of mergers | 4,630 | 4,630 | |||
| - Costs of capital increase | -102 | -102 | |||
| - Other | 0 | ||||
| - Other comprehensive income 31/03/2017 | 6,738 | 44,096 | 50,834 | ||
| Balance according to IFRS on 31 March 2017 | 197,636 | 157,529 | 111,359 | 44,096 | 510,623 |
| * Detail of the reserves (in € 000) | Legal reserve | Reserve for the positive/ negative balance of changes in the fair value of real estate properties |
Available reserves |
Impact on the fair value of estimated transfer rights and costs resulting from the hypothetical dis posal of investment properties |
Changes in the ef fective part of the fair value of authorised hedging instruments qualifying for hedge accounting as de fined by IFRS |
Changes in the ef fective part of the fair value of authorised hedging instruments are not subjected to qualify for hedge ac counting as defined by IFRS |
Results carried forward from previous finan cial years |
TOTAL |
|---|---|---|---|---|---|---|---|---|
| Balance according to IFRS on 31 March | ||||||||
| 2015 | 356 | 89,185 | 11,726 | -18,025 | -24,322 | 21,522 | 80,441 | |
| - Net appropriation of profits 2015-2016 | ||||||||
| - Transfer of portfolio result to reserves | 8,272 | 8,272 | ||||||
| - Transfer of EPRA earnings to reserves | 2,101 | 2,101 | ||||||
| - Reclassification between reserves | -499 | 208 | 291 | 21,058 | -21,058 | 0 | ||
| - Capital increase through contribution in kind |
0 | |||||||
| - Increase in shareholders' equity as a result of mergers |
87 | -3 | 2,524 | 2,608 | ||||
| - Costs of capital increase | 0 | |||||||
| - Other | -291 | -291 | ||||||
| - Other comprehensive income 31/03/2016 | -1,862 | -2,292 | 3,485 | -669 | ||||
| Balance according to IFRS on 31 March 2016 |
443 | 96,955 | 11,934 | -19,887 | -5,556 | -17,573 | 26,147 | 92,461 |
| - Net appropriation of profits 2016-2017 | ||||||||
| - Transfer of portfolio result to reserves | 8,537 | -5,006 | 3,531 | |||||
| - Transfer of EPRA earnings to reserves | 4,000 | 4,000 | ||||||
| - Reclassification between reserves | -941 | -103 | 1,044 | 0 | ||||
| - Capital increase through contribution in kind |
0 | |||||||
| - Increase in shareholders' equity as a result of mergers |
627 | -8,434 | 12,437 | 4,630 | ||||
| - Costs of capital increase | 0 | |||||||
| - Other | 0 | |||||||
| - Other comprehensive income 31/03/2017 | -3,112 | 1,524 | 8,326 | 6,738 | ||||
| Balance according to IFRS on 31 March 2017 |
129 | 96,955 | 12,978 | -22,999 | -4,032 | -14,253 | 42,584 | 111,359 |
| Statutory appropriation of result (in € 000) | 31.03.17 | 31.03.16 |
|---|---|---|
| Net result | 44,096 | 35,904 |
| Allocation to / transfer from reserves | ||
| - Allocation to / transfer from the reserves for the balance of changes in fair value of investment properties | ||
| Financial year | -10,446 | -9,189 |
| - Allocation to / transfer from the reserves of estimated transfer rights and costs resulting from the hypothetical | ||
| disposal of investment properties | 0 | 0 |
| - Allocation to / transfer from the reserves for the balance of changes in fair value of authorised hedging | ||
| instruments not subject to hedge accounting | 869 | 5,006 |
| - Allocation to / transfer from other reserves7 | 2,952 | -2,598 |
| - Increase in shareholders' equity as a result of mergers | 12,437 | 2,524 |
| Remuneration of capital | 29,727 | 28,372 |
| Remuneration of capital - other | ||
| Result to be carried forward | 20,181 | 3,275 |
7 This includes the revaluation of the subsidiaries' participation, at fair value.
| O7 | ||
|---|---|---|
| O1 | General information |
187 |
| O2 | Articles of association |
189 |
permanent document I I Retail estates I annual report 2016 - 2017
185
Retail Estates nv - Public Belgian Real Estate Investment Trust organised and existing under the laws of Belgium.
Industrielaan 6, B-1740 Ternat, Belgium. Pursuant to Article 2 of the articles of association, the registered office of the company may be relocated to any place in Belgium following a decision by the board of directors, without the need to amend the articles of association.
The company is registered with the register of legal persons under enterprise number 0434.797.847.
Legal form, incorporation, publication The limited liability company ("naamloze vennootschap") "Retail Estates – Vastgoedbevak naar Belgisch recht" (currently "Openbare GVV naar Belgisch recht" – "Public BE-REIT organised and existing under the laws of Belgium") was incorporated pursuant to a deed enacted by notary public Urbain Drieskens at Houthalen on 12 July 1988 and subsequently published in the Annexes to the Belgian State Gazette on 29 July thereafter under number 880729-313.
The articles of association were most recently amended by means of minutes drawn up on 5 April 2017, by Tim Carnewal, associated notary public in Brussels, and published in the Annexes to the Belgian State Gazette of 20 April thereafter, under number 17058302.
The company has made a public appeal on savings in accordance with Article 439 of the Belgian Companies Code.
The company was incorporated for an indefinite period of time.
We refer to Article 3 of the articles of association, as mentioned on page 190 of this annual report.
The financial year of the company starts on 1 April and ends on 31 March of each year. The first financial year as a real estate investment company (currently "Belgian Real Estate Investment Trust") ran from 1 April 1998 to 31 March 1999.
The non-consolidated and consolidated annual accounts, articles of association, annual reports and other information disclosed publicly to shareholders can be obtained free of charge at the registered office of the company. The non-consolidated and consolidated annual accounts and the supplementary reports
shall be lodged with the National Bank of Belgium. The articles of association may be obtained from the Clerk's Office of the Brussels Commercial Court or on the website www.retailestates.com.
Notices convening shareholders' meetings shall be published in the Annexes to the Belgian State Gazette and in the newspaper De Standaard. The convening notices and all relevant documents shall simultaneously be made available on the website at www. retailestates.com : Investor Relations > Shareholders' agenda > (Extraordinary) shareholders' meeting.
All press releases and other financial information published by Retail Estates nv can be viewed on the website.
The annual reports of the company shall be sent to holders of registered shares, other holders of securities who have fulfilled the formalities prescribed by the
Belgian Companies Code and to any person who requests them. They can also be obtained at the registered office of the company.
The BE-REIT system was established by the Belgian Royal Decree of 13 July 2014 and the Belgian Act of 12 May 2014.
The concept of a Belgian Real Estate Investment Trust is based on Real Estate Investment Trusts (USA – "REITs").
The intention of lawmakers was for a BE-REIT to guarantee optimum transparency of real estate investments and to assure a maximum disbursement of cash flow, while allowing investors to enjoy numerous benefits. The REITs are regulated by the FSMA, and are subject to specific regulations, the most important of which are:
the legal status must be that of a limited liability company ("naamloze vennootschap") or a partnership limited by shares ("commanditaire vennootschap op aandelen"), with a minimum capital of EUR 1,200,000;
indebtedness must be limited to 65%;
who acquired the shares as part of the management of their private property;
The objective of all these rules is to limit risks. Companies that merge with a BE-REIT are subject to a 16.995% tax on the unrealised gains and tax-free reserves, i.e. the 'exit tax', plus a supertax at the prevailing rate.
Corporate form - name registered office - corporate purpose - duration
The company has the form of a limited liability company ("naamloze vennootschap") under Belgian law with the name "Retail Estates". This name shall be immediately followed by the words "Belgian Real Estate Investment Trust organised and existing under the laws of Belgium" or "Public BE-REIT organised and existing under the laws of Belgium" ("Société immobilière réglementée publique de droit belge" or "SIR publique de droit belge" / "Openbare gereglementeerde vastgoedvennootschap naar Belgisch recht" or "Openbare GVV naar Belgisch recht") and all documents issued by the company shall mention this.
The company solicits its financial resources in Belgium or abroad by means of a public offering of shares, and therefore makes a public appeal on savings within the meaning of Article 438(1) of the Belgian Companies Code. The company's shares are authorised to be traded on a regulated market.
The company is subject to the statutory framework governing public real estate investment trusts organised and existing under the laws of Belgium, hereafter called "public BE-REIT".
The company is subject to the Belgian real estate investment trusts' legislation, applicable at all times, and particularly to the provisions of the Belgian Act of 12 May 2014 on Belgian real estate investment trusts (the "BE-REIT Act") and the Belgian Royal Decree of 13 July 2014 on Belgian real estate investment trusts (the "BE-REIT R.D.") (this act and its implementing decree are hereinafter referred to as the "BE-REIT legislation").
190
The registered office is located at 6 Industrielaan, B-1740 Ternat (Belgium).
The registered office may be transferred to any other location in Belgium, pursuant to a decision of the board of directors, which complies with the applicable legislation on the use of languages, without an amendment to these articles being required.
The board of directors may also establish administrative offices, places of business and subsidiaries, both in Belgium and abroad.
The purpose of the company is limited to the following:
(a) to make real estate available to users, directly or through a company in which it holds shares, in accordance with the provisions of the BE-REIT Act and its implementing decrees and regulations; and
(b) to own real estate, within the limits of the BE-REIT legislation as specified in Article 2, 5°, i to x of the BE-REIT Act.
By real estate is understood:
which other analogous user rights were granted;
ix. shares issued by companies
(i) with a legal personality; (ii) governed by the laws of another Member State of the European Economic Area; (iii) whose shares are authorised to be traded on a regulated market and/or are subject to a regime of prudential supervision; (iv) whose principal activity is the acquisition or construction of immovable property in anticipation of making it available to users, or the direct or indirect ownership of shares in certain types of entities with similar corporate purposes; and (v) that are exempted from the tax on income from the profits coming from the activities referred to in the stipulation under (iv), subject to compliance with specific legal requirements, and that at least are obliged to distribute a part of their income among their shareholders (called "Real Estate Investment Trusts" (abbreviated "REITs"));
x. real estate certificates, within the meaning of Article 5, § 4 of the
xi. all other goods, shares or rights defined as real estate by the regulations applicable to the regulated real estate companies.
In the framework of the provision of real estate, the company may in particular carry out all activities related to the establishment, construction (without prejudice to the prohibition to act as a property developer, except in the case of occasional transactions), the remodelling, renovation, development, acquisition, disposal, furnishing, letting, sub-letting, exchange, transfer, contribution, development, placing under the system of co-ownership or joint ownership of property as above described, the granting or acquisition of building rights, usufruct, ground lease or other real or personal rights on properties as described above, the management and exploitation of real estate.
The company may, by means
of contribution in cash or in kind, merger, demerger or other corporate restructuring, registration, participation, membership, financial support or in any other way, acquire a share (or be a member) of any existing or to be established companies, businesses or associations in Belgium or abroad, having a purpose that is similar or complementary to that of the company (including participating interest in a subsidiary in respect of which there is a power of control that provides services to the tenants of the buildings of the company and/or its subsidiaries) or that are of such a nature to realise or facilitate the realisation of its purpose and, in general, execute all transactions connected directly or indirectly to its corporate purpose.
The company may act as a real estate developer, provided it only does so on an occasional basis. The company may grant mortgages or other forms of security as well as extend loans to, and serve as a guarantor for, a subsidiary,
within the limits of the BE-REIT legislation.
The company may, on a temporary or subsidiary basis, also invest in securities that are not real estate. Such investments shall be diversified to ensure an adequate allocation of risk. The company may hold non-committed liquid assets. The liquid assets can be held in all currencies, in the form of demand and term deposits, as well as all easily convertible money market instruments.
In addition, the company may engage in transactions involving hedging instruments, provided the latter are carried out for the sole purpose of hedging the interest rate and exchange risk, expressly excluding any speculative transactions.
The company and its subsidiaries may let one or more properties under finance leases. Such finance leases, with a purchase option, may only be granted on a subsidiary
basis, unless the properties in question are intended to be used in the public interest (in which case, this activity may form part of the company's main business).
In general, the company is obliged to carry out all of its activities and transactions in accordance with the rules and within the limits provided for by the BE-REIT legislation and any other applicable legislation.
The company may not act as a property developer in the sense of the BE-REIT legislation, except concerning occasional transactions.
The company is prohibited from:
acquiring financial instruments issued by a company or a private association that was declared bankrupt, has concluded an amicable settlement with its creditors, is the object of judicial reorganisation proceedings, has been granted deferment of payments or in respect of which a similar measure has been taken abroad.
The company has an unlimited duration.
The company's registered capital amounts to two hundred and six million six hundred and twelve thousand three hundred fortyseven euro and forty-four cents (EUR 206,612,347.44).
It is divided into nine million one hundred eighty-two thousand six hundred and twelve (9,182,612) shares, without par value, each
representing an equal share of the capital
The capital is paid up in full.
The board of directors is authorised to increase the suscribed capital on one or more occasions, up to a maximum amount of one hundred and sixty-four million, thirty-seven thousand, eighty-seven euro, and seventy-four cents (EUR 164,037,087.74).
This authorisation is conferred on the board of directors for a period of five years, as from the publication in the Annexes to the Belgian State Gazette of the amendment to the articles of association, adopted by the extraordinary shareholders' meeting of 9 December 2013. This authorisation can be renewed. The board of directors shall determine the price, the issue premium, and the issue conditions for new shares, unless these decisions are taken by the shareholders' meeting.
Within the above limits, and without prejudice to mandatory provisions of the Belgian Companies Code, the board of directors can decide to increase the capital, by means of contributions in cash or in kind, the incorporation of reserves or issue premiums, with or without the issuance of new shares, on a case-by-case basis. The board of directors is also authorised, by the shareholders' meeting, to issue other securities, including, without limitation, (subordinated or non-subordinated) convertible bonds, warrants, non-voting shares, and preferred shares with regard to dividends and/or liquidation proceeds.
Moreover, the board of directors is allowed to limit or remove the preferential right granted by the Belgian Companies Code to the shareholders, including those in favour of one or more persons other than the employees of the company or a subsidiary, provided an irreducible allocation right is granted to the existing shareholders upon the distribution of new shares. This irreducible allocation right shall meet the requirements determined by the BE-REIT legislation and Article 6.4 of these articles of association.
This right need not be granted in the event of a contribution of cash made in the context of an optional dividend distribution, under the circumstances provided by Article 6.4 of these articles of association.
Capital increases by means of a contribution in kind shall be carried out in accordance with the requirements determined by the BE-REIT legislation and Article 6.4 of these articles of association. Such contributions can include a right to a dividend in the context of an optional stock dividend distribution.
Without prejudice to the authorisation granted to the board of directors in accordance with the preceding paragraphs, the board of directors is authorised to proceed with one or more capital increases, in the event of a takeover bid for all of the company's shares, under the conditions set forth in Article 607 of the Belgian Companies Code, provided the company has received an acknowledgement of the takeover bid from the Financial Services and Markets Authority (FSMA) within a period of three years from the extraordinary shareholders' meeting of 9 December 2013. If applicable, the board of directors must respect the irreducible allocation right provided for by the BE-REIT legislation. Capital increases carried out by the board of directors pursuant to this authorisation will be deducted from the remaining authorised capital, mentioned in the first paragraph of this Article.
When capital increases carried out pursuant to these authorisations entail an issue premium, the amount thereof shall be allocated to a non-distributable "issue premium" reserve which shall serve, like the capital, as a guarantee to third parties, and which can only be reduced or abolished pursuant to a decision of the shareholders' meeting, deliberating in accordance with the conditions set forth in Article 612 of the Belgian Companies Code, without prejudice to its incorporation in the company's capital.
The company can acquire, pledge or retransfer its own shares subject to the conditions provided for by law.
The board of directors is authorised, within the limits of Articles 620 et seq. of the Belgian Companies Code, to decide that the company can acquire, pledge and transfer its own shares when such acquisition or transfer is necessary to avoid serious, imminent harm to the company. This authorisation is valid for a period of three (3) years, as from the publication in the Annexes to the Belgian State
Gazette of the authority granted by the extraordinary shareholders' meeting of 24 October 2014, and can be extended by the shareholders' meeting for the same period of time.
The board of directors is authorised, for a period of five (5) years following the extraordinary shareholders' meeting of 24 October 2014, to acquire, pledge and transfer the company's own shares on the company's behalf, at a unit price which may not be less than eighty-five percent (85%) of the closing market price on the day preceding the date of the transaction (acquisition, sale or pledge) and may not exceed one hundred and fifteen percent (115%) of the closing market price on the day preceding the date of the transaction (acquisition, sale or pledge), subject to the requirement that the company may not, at any time, hold more than 20% of the total outstanding shares.
The above-mentioned
authorisations extend to acquisitions and transfers of the company's shares by its subsidiaries within the meaning of the first paragraph of Article 627 of the Belgian Companies Code, including instances when such acquisitions are made by persons acting in the name and on behalf of a subsidiary.
Any capital increase shall meet the requirements of Articles 581 through 609 of the Companies Code and the BE-REIT legislation.
The company's capital can be increased pursuant to a decision of the shareholders' meeting, deliberating in accordance with Article 558 and, if applicable, Article 560 of the Belgian Companies Code, or pursuant to a decision of the board of directors within the limits of the authorised capital. It is, however, forbidden for the company to subscribe, directly or indirectly, to its own capital.
In the event of a capital increase by means of a cash contribution, pursuant to a decision of the shareholders' meeting, or within the limits of the authorised capital, the shareholders' preferential subscription right can only be restricted or cancelled if an irreducible allocation right is granted to the shareholders of record at the time that the new shares are awarded. This irreducible allocation right shall meet the following requirements, determined by the BE-REIT legislation:
the public subscription period lasts, in this case, for at least three trading days.
This irreducible allocation right applies to the issuance of shares, (subordinated or nonsubordinated) convertible bonds, and warrants, but does not have to be allocated to a cash contribution with a restriction or cancellation of the preferential subscription right, in addition to a contribution in kind, in the context of the distribution of an optional stock dividend, provided the grant thereof is effectively open to all shareholders.
Capital increases by means of contributions in kind are subject to the rules set forth in Articles 601 and 602 of the Belgian Companies Code.
Moreover, the following requirements must be met in the event of the issuance of securities, following a contribution in kind, in accordance with the BE-REIT legislation:
in particular their share of the company's profit, the net value per share, and the capital, as well as the impact on voting rights.
These additional conditions are not applicable in the event of the contribution of a right to a dividend in the context of an optional stock dividend distribution, provided the grant thereof is effectively open to all shareholders.
If the shareholders' meeting decides to require the payment of an issue premium, this amount must be booked in a nondistributable reserve, which can only be reduced or abolished pursuant to a decision of the shareholders' meeting, deliberating in accordance with the conditions provided to amend the articles of association and respecting the procedure provided to reduce the share capital. The issue premium shall serve, like the share capital, as a common guarantee for the benefit of third parties.
A capital decrease may only take place if similarly situated shareholders are treated equally and if the applicable provisions of the Belgian Companies Code are complied with.
In accordance with the BE-REIT legislation, the additional requirements set forth in Article 6.4 in the event of a contribution in kind are applicable mutatis mutandis to mergers, demergers and equivalent transactions within the meaning of Articles 671 to 677, 681 to 758 and 772/1 of the Belgian Companies Code.
At the shareholders' choosing, the shares can be registered or in dematerialised form.
Any shareholder may, at any time, request the conversion of his or her shares.
The shares shall remain in registered form when the law so requires.
Effective 01.01.2015, securities whose beneficiaries remain unknown shall be offered for sale, in accordance with the applicable legislation.
The board of directors may, within the limits fixed by law, determine the formalities for the conversion of former bearer securities into dematerialised (and/or registered) form.
Registered securities shall be recorded in the share register kept at the company's registered office. Title to shares may only be established through the recording in this register.
Dematerialised securities are represented by a book entry, in the name of the owner or holder, with a settlement institution or authorised account holder.
All shares are fully paid up, and without par value.
The shares are indivisible, and the company only recognises one owner per share. When several persons may claim rights to the same share, the exercise of the rights attached to this share shall be suspended until a single person is designated as the owner with regard to the company.
The company is authorised to issue the securities mentioned in Article 460 of the Belgian Companies Code, with the exception of: profit sharing instruments and analogous securities, provided that the specific rules stipulated by the BE-REIT legislation and these articles are respected.
Article 10: Stock exchange listing and disclosure of substantial shareholdings
The company's shares must be
admitted to trading on a regulated market in Belgium, in accordance with the BE-REIT legislation.
Each shareholder is obliged to notify the company and the Financial Services and Markets Authority (FSMA) of their possession of securities with voting effects, their voting rights, or similar financial instruments issued by the company, in accordance with the legislation on the disclosure of substantial shareholdings.
The thresholds above which the notification obligation comes into effect, for the purposes of the legislation on the disclosure of substantial shareholdings, is fixed at three percent (3%), five percent (5%) and multiples of five percent (5%) of the total number of outstanding voting rights.
With the exception of: the derogations provided for by the Belgian Companies Code, noone is allowed more votes at a shareholders' meeting of the
company than the number of votes attached to the securities which the person in question had declared to own at least twenty (20) days before the date of the shareholders' meeting.
The company is managed by a board of directors. The board shall be composed of a minimum of three and a maximum of twelve members, who need not necessarily be shareholders in the company, appointed by the shareholders' meeting for a maximum term of six years, and eligible to be removed by the shareholders' meeting at all times. The directors may be re-elected.
The board of directors shall have at least three independent directors, within the meaning of Article 526ter of the Belgian Companies Code.
For the exercise of their mandates,
the directors must have the necessary professional integrity and appropriate expertise as provided for in the BE-REIT legislation, and may not fall within the scope of the prohibitions laid down in the BE-REIT legislation.
In the event of a vacancy on the board of directors, the remaining directors shall have the right, acting as a board, to temporarily appoint another director to fill the vacancy until the next shareholders' meeting, at which time the vacancy will be filled definitively.
The director so appointed shall serve out the term of the director he or she was appointed to replace.
The board of directors may appoint a chair from amongst its members.
The board of directors shall meet when convened by the chair, by two directors, or the managing director(s), whenever the interests
Notices of meetings shall indicate the place, date, time, and agenda of the meeting, and shall be sent by regular mail, fax, or email, at least 24 hours in advance.
In exceptional circumstances, when the above-mentioned convening deadlines cannot be met, the time periods may be shortened. When this proves necessary, notice may be given by telephone, in addition to the above-mentioned means.
The meeting is presided over by the chair or, if the chair is absent, by a director appointed by the directors present. The person presiding over the meeting may appoint a secretary, who need not be a director.
Any director may, by letter, fax, email or any other written means, give a proxy to another member of the board to represent him or her at a given meeting. No member of the board may represent more than
Each director that attends or is represented at a meeting is deemed to have been validly notified thereof. A director may also, before or after a board meeting which he or she did not attend, waive his or her right to claim a defect or irregularity with respect to the fulfilment of the convocation formalities. In any case, the proper fulfilment of the convocation formalities need not be proven when all directors are present or validly represented and express their agreement with the agenda.
Meetings of the board of directors may validly be held by videoconference or conference call. In this case, the meeting will be considered to have been held at the company's registered office if at least one director was physically present at this location.
The directors may use the information they acquire in their capacity as directors only in the scope of their official duties.
Except in the case of force majeure, the board of directors may validly deliberate and take decisions only if at least half its members are present or represented. If this condition is not met, a new meeting may be called, which may validly deliberate and take decisions on the items on the agenda of the previous meeting if at least two directors are present or represented.
Barring exceptional cases, the meeting may, in principle, only deliberate and vote on the items that are on the agenda.
Pursuant to Article 521 of the Belgian Companies Code, in exceptional cases duly justified by their urgency and the corporate interest, the board of directors may take decisions unanimously in writing. However, it may not use this procedure to adopt the annual accounts or determine the use of the authorised capital.
Board decisions shall be approved by a simple majority of votes cast by those directors who are present or represented or, in the event of one or more of them having abstained, by a majority of the other directors. In the event of a tie, the director presiding over the meeting shall cast the deciding vote.
When a director has a conflict of interest and consequently does not take part in the board's deliberations or vote on a particular decision or transaction, the vote of this director shall not be taken into account for the purpose of calculating the quorum and majority.
Decisions of the board of directors are recorded in minutes, signed by the chair of the board, the secretary, and those members who so request. These minutes are kept in a special register. Proxies
are attached to the minutes of the meeting for which they were given.
Copies of, or extracts from, these minutes, which are to be used in legal proceedings or otherwise, shall be signed by the chair of the board of directors, two directors, or a director entrusted with the daily management. This authority may be delegated to a representative.
The directors, the person(s) in charge of the daily management, and the company's attorneys-infact may not act as a counterparty in a transaction with the company or one of its subsidiaries, or derive any benefit from such a transaction, except when the transaction is proposed in the interest of the company, and the transaction is situated within the normal course of the company's strategy, and is conducted in ordinary market conditions.
In this case, the company must first
inform the Financial Services and Markets Authority (FSMA).
The transactions mentioned in the first paragraph, as well as the information contained in the aforementioned notice, shall be immediately made public and explained in the annual report and, if applicable, the semi-annual report.
The preceding provisions do not apply to transactions that fall outside the scope of application of the conflicts of interest procedure provided for by the BE-REIT legislation.
Articles 523 and 524 of the Belgian Companies Code remain applicable in full.
The board of directors is vested with the powers to perform all acts necessary or useful for the realisation of the company's corporate purpose, except those which are reserved by law, or these articles, to be executed by the shareholders' meeting.
The board of directors shall draw up the semi-annual report and the annual report. The board shall appoint one or more experts, in accordance with the BE-REIT legislation, and if applicable, propose any modification to the list of experts, contained in the file accompanying its application to be recognised as a BE-REIT.
The board may determine the remuneration of any attorney-infact on whom it confers special powers, in accordance with the BE-REIT legislation.
The directors shall be reimbursed for normal, legitimate expenses and costs incurred in the performance of their duties, provided that these costs were previously discussed with and accepted by the chair of the board of directors.
Moreover, in accordance with the BE-REIT legislation, no remuneration may be granted to directors based on a specific transaction of the company or its subsidiaries.
The effective management of the company must be assigned to a minimum of two persons.
The persons entrusted with the effective management of the company must have the necessary professional integrity and appropriate expertise to exercise their functions, in accordance with the BE-REIT legislation, and may not fall within the scope of the prohibitions laid down in the BE-REIT legislation.
The board of directors may delegate the daily management of the company to one or more persons, on the understanding that the daily management shall be
organised in such a way that the board of directors has at least two directors who may jointly ensure the daily management or supervise the performance thereof.
The board and the persons entrusted with the daily management, within the limits of their powers, may delegate to a representative, who need not be a director, all or some of their powers pertaining to extraordinary or specific questions within the context of a given assignment.
The board of directors may create one or more advisory committees from amongst its members, subject to its responsibility. The board shall determine the composition and the duties of any such committees.
Without prejudice to Article 17, concerning the daily management and the delegation of powers, and within the limits provided for by Article 524bis of the Belgian
Companies Code, the board of directors may delegate all or some of its management powers to a management committee ("directiecomité"), composed of several members, who need not be directors, although this delegation of powers may not concern the company's general policy, with regard to any acts reserved by law or the articles of association to the board of directors, or decisions or transactions to which Article 524ter of the Belgian Companies Code applies, in which case the notification procedure set forth in Article 524ter § 2 will apply.
The board of directors is responsible for overseeing the management committee. The board determines the management committee's working procedure and the conditions for the appointment and removal of its members, as well as their remuneration and the length of their term of office.
When a legal entity is appointed to
the management committee, it is obliged to designate, in accordance with the applicable provisions of the Belgian Companies Code, a permanent representative to perform its duties in its name and on its behalf.
The company is validly represented in all actions, including those involving a public official or a notary public, either by two directors acting jointly or, in the context of the daily management, by a person entrusted with such management. With respect to third parties, they need not produce proof of a prior board decision.
Moreover, the company is validly bound by special attorneys-in-fact acting within the scope of their mandate.
The company may be represented abroad by any person expressly authorised to do so by the board of directors.
The company shall appoint one or more statutory auditors to perform the duties incumbent on them pursuant to the Belgian Companies Code and the BE-REIT legislation.
The statutory auditor(s) must be recognised by the Financial Services and Markets Authority (FSMA).
The annual shareholders' meeting shall be held each year, on the penultimate Monday of July, at 10:00 a.m. If this day is a public holiday, the annual shareholders' meeting will be held on the next working day, at the same time.
An extraordinary or special shareholders' meeting may be convened any time the interests of the company so require.
These shareholders' meetings may be convened by the board of directors or by the statutory
auditor(s) and must be called each time that the shareholders collectively representing one-fifth of the registered capital so request.
Shareholders' meetings are held at the company's registered office, or at any other location mentioned in the notice or otherwise indicated.
One or more shareholders collectively possessing at least 3% of the registered capital may, in accordance with the provisions of the Belgian Companies Code and its limits, request the inclusion of items on the agenda of any shareholders' meeting, and submit proposals for resolutions on the items included or to be included on the agenda. Additional agenda items or proposed resolutions must be submitted to the company no later than on the twenty-second (22nd) day before the date of the shareholders' meeting. The directors shall answer the questions put to them by shareholders during the shareholders' meeting, or those
which have been submitted in writing, about their report or other agenda items, provided that the provision of the information or facts in question could not harm the company's professional interests or undermine their duty of confidentiality to the company. As soon as the notice of the shareholders' meeting is published, the shareholders may submit questions in writing, which will be answered during the meeting, provided that they were submitted to the company no later than the sixth day prior thereto.
The statutory auditor(s) shall answer the questions asked by the shareholders about his/her/their audit report.
Pursuant to Article 533 of the Belgian Companies Code, a shareholders' meeting must be convened by means of a notice published in the Belgian State Gazette, a national newspaper (except in those cases expressly mentioned in the Belgian Companies Code) and in the media in accordance with the requirements of the Belgian Companies Code, at least 30 days before the meeting. If a new meeting must be convened, and if the date of the second meeting is mentioned in the first notice, the notice for the second meeting must be published at least 17 days before the meeting.
The notice shall be sent to the holders of shares, bonds, registered warrants and registered depositary receipts which have been issued in collaboration with the company, as well as to the directors and statutory auditors within the above-mentioned period before the meeting; the notice may be sent by regular mail, unless the recipients have individually and expressly agreed in writing to receive the notice by another means of communication. No proof need be provided of the fulfilment of this formality.
The notice shall contain the agenda for the meeting, with a mention of the subjects to be discussed and the proposed resolutions, as well as the date, time, and place of the meeting, and the other information required by the Belgian Companies Code.
The documents which must be made available by law and a copy thereof shall be sent pursuant to the applicable provisions of the Belgian Companies Code.
A shareholder that participates in, or is represented at, a meeting is considered to have received valid notice thereof. A shareholder may also, before or after a shareholders' meeting which he or she does not attend, waive his or her right to rely on any defect or irregularity committed in fulfilment of the convening formalities.
The right to participate in and vote at a shareholders' meeting is subject to the recording of the shares in the shareholder's name on the fourteenth day preceding the shareholders' meeting, at twenty-four hours (Belgian time) (hereinafter the "record date"), in either the register of the company's registered shares or in the books held by an authorised account holder or settlement institution, without regard to the number of shares actually held by the shareholder on the date of the shareholders' meeting.
The holders of dematerialised shares that wish to take part in a shareholders' meeting must produce a certificate issued by their authorised account holder or settlement institution, certifying, as the case may be, the number of dematerialised shares listed in the shareholder's name on the record date, with which the shareholder has declared his or her intention to participate in the shareholders' meeting.
The certificate must be submitted
to the company's registered office or to an institution identified in the notice of the meeting, no later than six days before the date of the meeting.
The holders of registered shares that wish to participate in a shareholders' meeting must notify the company of their intention to do so, by regular mail, fax or email, reaching the company's registered office no later than the sixth day before the date of the meeting.
All shareholders or their proxy holders are obliged, before participating in a meeting, to sign the attendance list, indicating the last name, the first name(s), and the address of the shareholder and the number of shares represented.
Any shareholders may be represented at a shareholders' meeting by a proxy holder, who need not be a shareholder.
A shareholder may only appoint
one proxy holder for a given shareholders' meeting, without prejudice to the derogations provided for in the Belgian Companies Code.
In order to be valid, any request to appoint a proxy holder shall include at least the following information: (1) the agenda for the meeting, mentioning the subjects to be discussed and the proposed resolutions; (2) a request for instructions regarding the exercising of voting rights for the various items on the agenda; and (3) an indication of the manner in which the proxy holder should exercise the voting rights, in the absence of instructions from the shareholder.
The proxy form must be signed by the shareholder and be submitted at the company's registered office, or the location indicated in the notice, no later than the sixth day before the shareholders' meeting.
Co-owners, usufructuaries and bare owners, creditors holding a pledge and debtors-pledgees must be represented, respectively, by one and the same person.
If the board of directors so authorises in the notice of the meeting, shareholders may vote on the items on the agenda by correspondence, using a form prepared and made available by the company.
The form for distance voting shall include at least the following information: (1) the name or corporate name of the shareholder, as well as the shareholder's address or registered office; (2) the number of votes the shareholder wishes to cast at the shareholders' meeting; (3) the type of shares held; (4) the agenda for the meeting, including proposals for resolutions; (5) the deadline by which the form must reach the company; and (6) the shareholder's signature. The form shall expressly state that it must be signed by the shareholder and sent
to the company by registered letter no later than six days before the date of the meeting.
Every shareholders' meeting shall be presided over by the chair of the board of directors or, in the chair's absence, by a director appointed by the directors present or by a member of the meeting appointed by the latter. The chair shall appoint a secretary.
When the number of persons present so allows, the meeting shall select two tellers (returning officers), further to a proposal of the chair.
The minutes of shareholders' meetings are signed by the chair of the meeting, the secretary, the tellers, the directors, and the statutory auditor(s) present, as well as those shareholders who so request.
The minutes shall be kept in a special register. Proxies shall
remain attached to the minutes of the meeting for which they were granted.
Each share carries one vote.
The holders of bonds and warrants may attend the shareholders' meeting, but are not entitled to vote.
The shareholders' meeting may validly deliberate and vote, without regard to the percentage of registered capital present or represented, except in those cases where the Belgian Companies Code requires a quorum.
The shareholders' meeting may not deliberate on items that do not appear on the agenda, unless all shareholders are physically present or represented at the meeting and unanimously decide to extend the agenda.
Unless provided otherwise by law or by provisions of the articles of association, any decision may be adopted by the shareholders' meeting by a simple majority of the votes cast. Blank and invalidly marked ballots shall not be counted when calculating the votes cast.
Decisions regarding approval of the company's annual accounts and discharge of the directors and statutory auditor(s) are adopted by a majority of votes.
When the shareholders' meeting is asked to deliberate, amongst other things, on:
at least half the shares representing the capital must be represented
at the meeting. If this condition is not met, a new meeting must be convened, which will validly deliberate, regardless of the number of shares represented.
Decisions on the above-mentioned subjects must be approved by a majority of three quarters of the votes cast, without prejudice to other rules of attendance and majority provided for by the Belgian Companies Code, including those in relation to the modification of the corporate purposes, the acquisition, the pledge, and the transfer of own shares by the company, the dissolution of the company when, as the result of losses, the company's net asset value falls below a quarter of its registered capital, and the conversion of the company into a different corporate form.
Voting shall take place by a show of hands or roll call, unless the shareholders' meeting decides otherwise by a simple majority of votes cast.
The minutes of shareholders' meetings are signed by the members of the bureau and by those shareholders who so request.
Copies of, or extracts from, the minutes, which are to be used in court or otherwise, shall be signed by the chair, the secretary, and the tellers or, in their absence, by two directors.
The financial years starts on the first of April and closes on the thirty-first of March of each year.
At the end of each financial year, the board of directors shall draw up un inventory, as well as the annual accounts. The board of directors shall also draft a report, in which it explains its management of the company. The statutory auditor shall draft a detailed written report, in preparation for the annual
shareholders' meeting. These documents shall be prepared in accordance with the applicable statutory provisions.
On an annual basis, the company must distribute a dividend to its shareholders, within the permissible limits of the Belgian Companies Code and the BE-REIT legislation, the amount of which is prescribed by the BE-REIT legislation.
The board of directors may, within the limits of the applicable provisions of the Belgian Companies Code, distribute an interim dividend from the profits for the financial year and determine a payment date.
The dividends that the shareholders' meeting decides to distribute shall be paid at the time and place determined by the shareholders' meeting or the board of directors.
Any dividends or interim dividends distributed in violation of the law must be reimbursed by the shareholders who received them, if the company can prove that the shareholders in question had known, or should have known, under the circumstances, that the distribution made in their favour was contrary to the statutory requirements.
The company's annual and semiannual reports, containing the statutory and consolidated annual and semi-annual accounts, and the statutory auditor's report, shall be placed at the disposal of the shareholders, in accordance with the applicable statutory provisions applicable to the issuers of financial instruments admitted to trading on a regulated market and within the BE-REIT legislation.
The company's annual and semiannual reports shall be made available on its website.
Shareholders have the right to obtain a copy of the annual and semi-annual reports free of charge, at the company's registered office.
In the event of the dissolution of the company, for whatever reason and at any time whatsoever, the liquidation shall be carried out by one or more liquidators appointed by the shareholders' meeting. The liquidator(s) may only take office after a confirmation of his/her/its/their appointment by the commercial court. If no liquidator(s) is/are appointed, the members of the board of directors shall be considered liquidators with regard to third parties.
The liquidators shall form a board ("college"). To this end, they shall have the broadest powers in accordance with the applicable provisions of the Belgian Companies Code, without prejudice to any limits imposed by the shareholders' meeting.
The liquidator(s) is/are obliged to call a shareholders' meeting each time that the shareholders collectively representing a fifth of the registered capital so request.
The shareholders' meeting shall determine the fees of the liquidator(s).
The liquidation of the company shall be closed in accordance with the provisions of the Belgian Companies Code.
After settling all debts, expenses and liquidation costs, the net asset value shall first be used to pay back, in cash or in securities, the paid-up registered capital that has not yet been reimbursed.
Any remaining balance shall be divided equally amongst the shares.
Article 36: Election of domicile
Any director, manager, and liquidator of the company whose domicile is abroad is deemed, for the purpose of his or her official functions, to have elected a domicile at the company's registered office, to which address all communications, notices, and writs of summons may be validly sent.
The holders of registered shares must notify the company of any change of address; in the absence thereof, all communications, notices and writs of summons will be validly sent to their last known address.
Any provision of these articles of association that is contrary to the mandatory provisions of the Belgian Companies Code and to the BE-REIT legislation shall be deemed null and void; the invalidity of any one of these articles or any part thereof shall have no effect on the remaining articles.
The board of directors of Retail Estates nv is responsible for the contents of this annual report, subject to information provided by third parties, including reports of the statutory auditor and the real estate experts.
The board of directors, on the constitution of which can be found on pages 66 through 69, hereby declares that, to the best of its knowledge:
this annual report accurately presents important events and, where applicable, the most important transactions conducted with affiliated parties in the course of the financial year, and the impact of those transactions on the abbreviated financial statements;
this report makes no omissions that significantly alter the scope of any statement made in the annual report;
The board of directors of Retail Estates nv hereby confirms that, to its knowledge, none of its directors have ever been convicted of a crime of fraud, been the subject of any official and/or public accusation, had a sanction
imposed by a judicial or regulatory body, been banned by a court of law from serving as a member of a management body, or ever appeared before a court of law in the capacity of a director, in connection with bankruptcy.
This annual report contains forward-looking statements, including, but not limited to, statements using such words as "believe", "anticipate", "expect", "intend", "plan", "pursue", "estimate", "can", "will", "continue", and similar expressions. These forwardlooking statements are made in the context of known and unknown risks, uncertainties and other factors that might cause the actual results, the financial condition, the performance, or the accomplishments of Retail Estates nv, Finsbury Properties nv, Distri-Land nv, Retail Warehousing Invest nv, RWI Invest nv, Heerzele nv, Hainaut Retail Invest nv, Blovan nv and Foncière de la Station Vervietoise bvba or the results of
the sector, to differ considerably from the expected results, performance or accomplishments expressed or implied in the aforementioned forwardlooking statements. Given these uncertainties, investors are advised not to rely automatically on such forward-looking statements.
This annual report was prepared in Dutch. Retail Estates nv checked the translation of, and the correspondence between, the official Dutch version and the French version. The Dutch version shall prevail in the event of contradictions between the Dutch and French versions. For information purposes only, the company has published an electronic version of the annual report on the website of Retail Estates nv (www.retailestates. com). An English version of the annual report is also available on the website. None of the other information published on the website of Retail Estates nv forms part of this annual report.
O2
This is the term to be used for the purchase of a building. Any conveyance fees payable are included in the acquisition price.
The Belgian Royal Decree of 13 July 2014 implementing the Belgian Act of 12 May 2014 on Belgian real estate investment trusts (BE-REITs).
Since 1 March 2005, this has been a weighted price index of shares quoted on Euronext that makes allowance for the stockmarket capitalisation, with the weightings determined by the free float percentage and the velocity of circulation of the shares in the basket.
NAV (Net Asset Value) means equity divided by the number of shares.
A loan repaid in its entirety at the end of the loan term.
These are companies that have a central purchasing department and operate at least five different retail outlets.
The index-linked basic rents as provided in the lease agreements as of 31 March 2017, before deduction of gratuities or other benefits granted to tenants.
Good governance means adherence to principles such as transparency, integrity and balance between responsibilities, based on the recommendations of the FSMA and Euronext. In a more general sense, they are part of strict business ethics and require compliance with the Belgian Act of 2 August 2002.
The debt ratio is calculated as follows: liabilities (excluding provisions, accrued charges and deferred income, hedging instruments and deferred taxes) divided by the total assets (excluding hedging instruments).
The ratio of the most recently paid gross dividend to the final share price of the financial year over which the dividend is payable.
This is the value of the real estate portfolio, including costs, registration charges, fees and VAT, as estimated each quarter by an independent expert.
This is the value excluding costs, registration charges, fees and recoverable VAT, based on a scenario whereby the buildings are sold on a building-by-building basis.
The exit tax is a special corporate income tax rate applied to the difference between the fair value of the registered capital of companies and the book value of its capital at the time that a company is recognised as a Belgian real estate investment trust, or merges with a Belgian real estate investment trust.
This value is equal to the amount for which a building could be swapped between properly informed parties, consenting and acting under normal competitive conditions. From the point of view of the seller, it must be construed minus the registration charges.
This is the percentage of shares held by the public. Euronext calculates the free float as the total number of shares in the capital, minus the shares held by companies that form part of the same group, state enterprises, founders, shareholders with a shareholder agreement, and shareholders with a controlling majority.
The gross dividend per share is the operating profit distributed.
The International Financial Reporting Standards are a set of accounting principles and valuation rules prepared by the International Accounting Standards Board. The aim is to simplify international comparison between European listed companies.
Listed companies are required to prepare their consolidated accounts according to these
standards starting from the first financial year beginning after 1 January 2005.
An enterprise that professionally invests funds entrusted to it by third parties for various reasons. Examples include pension funds, investment funds,…
An "Interest Rate Swap" is an agreement between parties to exchange interest rate cash flows during a predetermined period of time on an amount agreed beforehand. This concerns only the interest rate cash flows. The amount itself is not swapped. IRS is often used to hedge interest rate increases. In this case, a variable interest rate will be swapped for a fixed one.
This is the total number of shares at the end of the financial year multiplied by the closing price at the end of the financial year.
Operating cash flow, EPRA earnings (share of the group) plus the additions to depreciation, impairments on trade receivables, and additions to, and withdrawals from, provisions, plus the achieved higher or lower value relative to the investment value at the end of the previous financial year, minus the exit tax.
The net dividend is equal to the gross dividend after retention of 30% withholding tax.
The occupancy rate is calculated as the ratio of the surface area actually leased out to the surface area available for leasing, expressed in m².
Government bond usually deemed equivalent to a virtually risk-free investment, and used as such to mitigate the risk premium compared with listed securities.
The risk premium is the additional return expected by the investor for the company's risk profile.
Retail premises grouped along roads leading into and out of cities and towns. Each out-of-town retail store has its own car park and an entrance and exit road connecting to the public highway.
The pay-out ratio indicates the percentage of the net profit that will be paid out as a dividend to shareholders. This ratio is obtained by dividing the paid-out net profit by the total net profit.
Retail premises grouped along roads leading into and out of cities and towns. Each peripheral retail store has its own car park and an entrance and exit road connecting to the public highway.
Price/earnings ratio (P/E ratio) This ratio is calculated by dividing
the price of the share by the profit per share. The ratio indicates the number of years of earnings that would be required to pay back the purchase price.
A real estate certificate is a security that entitles the holder to a proportionate part of the income obtained from a building. The holder also shares in the proceeds if the building is sold.
A collection of out-of-town retail properties, located along the same traffic axis and, from the consumer's point of view, they form a self-contained whole, although they do not possess joint infrastructure other than the traffic axis.
Retail properties that form part of an integrated commercial complex and are grouped together with other retail properties. All properties use a central car park
with a shared entrance and exit road.
The total return achieved by the share in the past 12 months or (most recent price + gross dividend)/price in the previous year.
The Royal Decree of 13 July 2014 in execution of the Law of 12 May 2014 on regulated real estate companies (Belgian REITs).
This is an alternative way of investing in real estate, whereby the shareholder or certificate holder, instead of investing personally in the ownership of a property, acquires (listed) shares or share certificates of a company that has purchased a property.
Sum of the shares traded monthly, relative to the total number of shares over the past 12 months.
O3
The 'Operating result before result of the portfolio' divided by the 'Net rental income'.
Allows measuring the operational performance of the company.
The 'Financial result' minus the 'Changes in fair value of authorized hedging instruments'.
Allows to measure realised and unrealised financial result.
The 'Result on the portfolio' consists of the following items:
Allows to measure realised and unrealised gains and losses related to the portfolio, compared to the last valuation by independent real estate experts.
The interest charges (including the credit margin and the cost of the hedging instruments) divided by the weighted average financial debt of the current period.
To measure the average interest rate of the debt.
Net asset value per share (investment value) excl. dividend excl. the fair value of authorized hedging instruments
Shareholders' equity (excluding the impact on the fair value of estimated transfer rights and costs resulting from the hypothetical disposal of investment properties, excluding the fair value of authorized hedging instruments and excluding dividend) divided by the number of shares.
Reflects the net asset value per share adjusting for some material IFRS-adjustments to enable comparison with its stock market value.
| Operating result before result on portfolio | ||
|---|---|---|
| (A) | 57,584 | 54,041 |
| Net rental income (B) | 66,024 | 61,680 |
| Operating margin (A/B) | 87.22% | 87.62% |
| (in € 000) | 31.03.17 | 31.03.16 |
|---|---|---|
| Financial result (A) | -19,064 | -21,774 |
| Changes in fair value of financial assets | ||
| and liabilities (B) | -869 | -4,995 |
| Financial result (excluding changes | ||
| in fair value of financial assets and | ||
| liabilities) (A-B) | -18,195 | -16,779 |
| (in € 000) | 31.03.17 | 31.03.16 |
|---|---|---|
| Result on disposals of investment | ||
| properties (A) | 279 | 341 |
| Result on sales of other non-financial | ||
| assets (B) | 0 | 0 |
| Changes in fair value of investment | ||
| properties (C) | 13,754 | 10,216 |
| Other result on portfolio (D) | -144 | 0 |
| Result on portfolio (A+B+C+D) | 13,889 | 10,557 |
| (in € 000) | 31.03.17 | 31.03.16 |
|---|---|---|
| Interest charges (including the credit | ||
| margin and the cost of the hedging | ||
| instruments) (A) | 17,404 | 16,268 |
| Weighted average financial debt of the | ||
| period (B) | 501,328 | 439,081 |
| Weighted average interest rate (A/B) | 3.42% | 3.64% |
| (in € 000) | 31.03.17 | 31.03.16 |
|---|---|---|
| Shareholders' equity attributable to the | ||
| shareholders of the parent company (A) | 514,970 | 474,170 |
| Impact on the fair value of estimated | ||
| transaction rights and costs resulting from | ||
| the hypothetical disposal of investment | ||
| properties (B) | -26,703 | -24,942 |
| The fair value of authorised hedging | ||
| instruments qualifying for hedge | ||
| accounting (C) | -19,153 | -28,155 |
| Proposed gross dividend (D) | 29,727 | 28,372 |
| Number of ordinary shares in circulation (E) | 9,008,208 | 8,866,320 |
| Net asset value per share (investment | ||
| value) excluding dividend excluding | ||
| the fair value of authorised hedging | ||
| instruments ((A-B-C-D)/E) | 58.96 | 56.27 |
| Name: | Retail Estates nv |
|---|---|
| Status: | Public Belgian Real Estate Investment Trust ("Belgian REIT") organised and existing under the laws of Belgium |
| Address: | Industrielaan 6, 1740 Ternat, Belgium |
| Tel: | +32 (0)2 568 10 20 |
| Fax | +32 (0)2 581 09 42 |
| E-mail: | [email protected] |
| Website: | www.retailestates.com |
| Register of legal entities: | Brussels |
| VAT: | BE 0434.797.847 |
| Enterprise number: | 0434.797.847 |
| Date of incorporation: | 12 July 1988 |
| Status as fixed-capital real | |
| estate investment fund granted: | 27 March 1998 (until 23 October 2014) |
| Status as Belgian real estate | |
| investment trust (BE-REIT) granted: | 24 October 2014 |
| Duration: | Unlimited |
| Management: | Internal |
| Statutory auditor: | PwC Bedrijfsrevisoren bcvba - Woluwegarden-Woluwedal 18 at B-1932 Brussels, |
| represented by Mr. Damien Walgrave | |
| Financial year closing: | 31 March |
| Capital at 05.04.2017: | 206,612,347.44 EUR |
| Number of shares at 05.04.2017: | 9,182,612 |
| Annual shareholders' meeting: | Penultimate Monday of July |
| Share listing: | Euronext – continuous market |
| Financial services: | KBC Bank |
| Value of real estate portfolio as of | Investment value EUR 1,097.92 million – fair value EUR 1,071.36 million |
| 31.03.2017: | (incl. value of "Immobilière Distri-Land nv" real estate certificates) |
| Real estate experts: | Cushman & Wakefield, CBRE and Stadim |
| Number of properties as of 31.03.2017: 668 | |
| Type of properties: | Out-of-town retail real estate |
| Liquidity provider: | KBC Securities and De Groof Petercam |
openbare GVV-SIR publique
Industrielaan 6 B- 1740 Ternat T. +32 (0)2 568 10 20 F. +32 (0)2 581 09 42
[email protected] www.retailestates.com
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