Annual Report • Jun 11, 2021
Annual Report
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Retailpark Den Bosch Investment EUR 68,70 million 29 retail units 50.000m²
Retailpark Maastricht Investment EUR 10 million 5 retail units 7.850m²
Winkelunit Duiven Investment EUR 4,50 million 3.000m²
Retailpark Hognoul (Luik) Investment EUR 10,21 million 4 retail units 5.672m²
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Retail Estates nv has concentrated on continuously improving the quality of its properties and the expansion of its real estate portfolio.
Retail Estates invests in acquisitions, investments in project developments and investments in the optimisation of its real estate portfolio.
Retail Estates was again included in the EPRA annual report Survey and received a gold award. With respect to the 2019-2020 annual report, Retail Estates was awarded the "most improved trophy" for its sustainability report by EPRA and also receive the sBPR label "bronze".
'98 '99 '00 '01 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 '17 '18 '19 '20 '21
| 1 | REMARKABLE REAL ESTATE FACTS | 6 |
|---|---|---|
| 2 | LETTER TO THE SHAREHOLDERS | 14 |
| 3 | MANAGEMENT REPORT | 18 |
| 4 | RETAIL ESTATES ON THE STOCK EXCHANGE | 104 |
| 5 | REAL ESTATE REPORT | 112 |
| 6 | FINANCIAL REPORT | 148 |
| 7 | RISK FACTORS | 220 |
| 8 | PERMANENT DOCUMENT | 236 |
| 9 | MISCELLANEOUS | 256 |
ANNUAL REPORT 2020-2021|
1998-2021 REMARKABLE FACTS
KEY FIGURES 2019-2021
REMARKABLE REAL ESTATE FACTS 2020-2021 | JAARVERSLAG 2020 - 2021
Zeeland
West-Vlaanderen
Oost-Vlaanderen
Henegouwen
Brussel
Retail Estates expands in the Netherlands with an investment of EUR 82,20 million represented by 2 retail units in Den Bosch and Maastricht and a "Big Box"-unit in Duiven
Retail Estates expands in Belgium with an investment of EUR 28,16 million represented by a retail unit in Hognoul (Liège) and a "Big Box"-unit in Jambes (Namur)
ANNUAL REPORT 2020 - 2021
REMARKABLE REAL ESTATE FACTS 2020-2021|
REMARKABLE REAL ESTATE FACTS 2020-2021|
| REAL ESTATE PORTFOLIO | 31/03/21 | 31/03/20 | 31/03/19 |
|---|---|---|---|
| Number of properties | 992 | 969 | 906 |
| Total lettable area in m² | 1 153 448 | 1 136 492 | 1 049 101 |
| Estimated fair value (in €) | 1 717 245 000 | 1 661 753 000 | 1 529 629 000 |
| Estimated investment value (in €) | 1 789 397 000 | 1 719 120 000 | 1 579 292 000 |
| Average rent prices per m² | 102.24 | 102.28 | 99.96 |
| Occupancy rate | 97.07% | 97.92% | 98.28% |
| Shareholders' equity | 808 223 000 | 798 987 000 | 707 926 000 |
|---|---|---|---|
| Debt ratio (RREC legislation, max. 65%)* | 52.18% | 53.10% | 52.58% |
| 100 402 000 | 107 614 000 | 94 981 000 |
|---|---|---|
| 98 738 000 | 106 204 000 | 93 539 000 |
| -6 877 000 | -9 052 000 | -7 586 000 |
| -6 123 000 | -5 593 000 | -5 147 000 |
| 85 737 000 | 91 559 000 | 80 807 000 |
| -4 146 000 | -4 884 000 | 6 957 000 |
| 81 592 000 | 86 675 000 | 87 764 000 |
| -17 757 000 | -25 533 000 | -31 826 000 |
| 61 436 000 | 58 098 000 | 54 479 000 |
| 62 908 000 | 69 199 000 | 60 896 000 |
* The Royal Decree of 13 July 2014 (the "RREC R.D."), last modified by the Royal Decree of 28 april 2020 in execution of the Law of 12 May 2014 (the "RREC Law"), last modified by the Law of 22 October 2017 on regulated real estate companies (Belgian REITs).
| Net asset value per share (investment value) excl. dividend excl. the fair value |
|
|---|---|
| INFORMATION PER SHARE | 31/03/21 | 31/03/20 | 31/03/19 |
|---|---|---|---|
| Number of shares Number of dividend bearing shares |
12 665 763 12 665 763 |
12 630 414 12 630 414 |
11 422 593 11 422 593 |
| Net asset value (NAV) (IFRS) | 63.81 | 63.26 | 61.98 |
| EPRA NTA | 65.53 | 65.27 | 63.96 |
| EPRA NAV | 65.84 | 65.55 | 64.07 |
| Net asset value per share (investment value) excl. dividend excl. the fair value |
|||
| of authorised hedging instruments | 66.43 | 65.73 | 64.28 |
| EPRA earnings per share | 4.97 | 5.60 | 5.41 |
| Gross dividend per share | 4.50 | 4.40 | 4.25 |
| Net dividend per share | 3.15 | 3.08 | 2.975 |
| Gross dividend yield on closing price (excl. dividend) | 7.71% | 9.28% | 5.23% |
| Net dividend yield on closing price (excl. dividend) | 5.39% | 6.50% | 3.66% |
| Closing price on closing date | 58.40 | 47.40 | 81.20 |
| Average share price | 57.26 | 81.11 | 75.43 |
| Evolution of share price during the financial year | 23.21% | -33.01% | 14.75% |
| Over-/undervaluation compared to net asset value IFRS | -8.48% | -25.07% | 31.01% |
" The most important long-term goal for Retail Estates nv is to assemble, manage and expand a portfolio of out-oftown retail real estate which ensures steady, long-term growth due to its location and the quality and diversification of its tenants. "
The past financial year was overshadowed by the COVID-19 epidemic, which has been plaguing the world since early March 2020. Belgium and the Netherlands were not spared from repeated compulsory shop closures within the context of the lockdown measures imposed by the authorities. Almost all our retail units in both countries were closed for three months in total. During the other nine months, consumer behaviour drastically changed due to the fear of contamination, which pushed consumers to out-of-town shops, to the detriment of shops located in city centres and shopping malls. In addition, foreign travel was not allowed and social life was reduced to a minimum. Forced by these circumstances, families focused on their homes and gardens leading to an unprecedented explosion of sales in the home decoration sector. The different retail segments represented in our portfolio were impacted to different extents. The fashion sector (clothing and shoes) was hit the hardest, with a disruption of all seasons and a decline in sales due to telework and the restrictions on social life, which limited people's motivation to buy anything else than casual clothing. This segment represents less than 20 per cent of our retail area. The other segments, like home decoration (over 55 per cent of our retail area) and the food & commodity shops did well, very well even. It is therefore no surprise that sales in these retail units recovered quickly after the reopening. Ironically, we can speak of a "corona bonus" for over 75 per cent of the retail units in our portfolio.
Retail Estates is now reaping the rewards of its decision to focus on an out-of-town retail portfolio mainly consisting of large-scale home decoration stores. Thanks to the strength of our choices and unprecedented efforts made by our staff, we have been able to significantly limit the damage compared to other retail property investors. In accordance with its policy, Retail Estates significantly reduced the rental charge of many tenants during the periods of compulsory closure. The challenge that was the discussion about the rent for these periods of closure was overcome successfully on two occasions without any major intervention of the courts, with diversified solutions depending on the respective retail segments and the financial capacity of the different tenants. Outside the periods of compulsory closure, no rent reductions were granted and no revisions of the rent were accepted. On top of these efforts as regards income, significant savings were made wherever possible, save on personnel costs. As a matter of fact, we feel that the mutual loyalty between employers and employees needs to be fostered during these difficult times. Ultimately, during the COVID-19 crisis in the past financial year, we suffered a loss of income of € 11.55 million compared to our pre-corona budget (10.18 %) and cut costs for a total of € 3.43 million. The result of these two factors is a decline of the EPRA earnings per share by € 0.63 compared to the previous financial year. Considering the fact that we have experienced the most serious crisis in retail trade in the past 75 years, we feel that this result is worse than we had hoped but better than we had feared.
The investment value of our real estate portfolio (at constant perimeter) has remained stable compared to the value on 31 March 2020. The same cannot be said of the fair value, as the real estate experts fully took into account the 2% increase of the rate of the Dutch real estate transfer tax on the Dutch portfolio. This stability is inextricably linked to the relative success of out-of-town retail properties during this past period. As already stated above, the majority of our tenants have weathered the storm fairly well and sales and payments of rent recovered quickly after the periods of compulsory closure. Furthermore, rent renewals and new rentals continued to go well. This way, the threatening vacancy of the almost 50 retail properties that became available due to the bankruptcy of two major tenants, Brantano (FNG) and Orchestra, was avoided for the most part without rental price reductions. All this is reflected in stable valuations.
The real estate investments were continued with the acquisition of two retail parks in the Netherlands (Den Bosch and Maastricht) in the first quarter of the financial year and the completion of a newly constructed retail park in Belgium (IKEA Liège-Hognoul site) and the approaching completion of a "big box" BricoPlanit in Namur. The investments represent a growth of the portfolio by € 111.25 million. The amortisation of the transfer tax on the purchase of the Dutch retail parks (consequence of the Dutch method for the calculation of the fair value of these investments) was compensated by the considerable added value of € 10.32 million resulting from owns developments. A total of € 20.71 million was invested in own developments.
Special efforts were also made with respect to the management of the real estate portfolio through the sale of immovable property for a total net sales price of € 43.79 million. Thanks to these investments, resources were released for not only the financing of the above-mentioned new construction projects in Belgium but also for the drastic reorganisation of two retail parks in the Netherlands, more specifically in Roosendaal and in Apeldoorn. The sale of immovable property created an added value of € 0.83 million. In a financial year in which capital increases were not possible due to the volatility of the financial markets, Retail Estates has managed to avoid an increase in the debt ratio, which would have resulted from its investment projects, thanks to arbitration within the real estate portfolio.
These past few years, the dividend policy has in fact been a payment policy that left an important part of the profit in the company as a buffer while still observing the legal obligation to pay out 80% of the profit, through the payout of a maximum of 85% and the growth of the dividend to make it inflation resistant. We suggest to the general meeting to pay a gross dividend of € 4.50 from the EPRA profit per share of € 4.97 for the past financial year, an increase of 2.27% compared to the previous financial year, when a gross dividend of € 4.40 was paid. This way, the dividend will remain protected against inflation even in difficult circumstances and the payment rate of 87,17% is still reasonable for the sector in this exceptional accounting year.
We hope we will be able to continue to rely on your loyalty as our shareholder in the new financial year. You as well of our team of 36 employees can count on the unconditional dedication of the management to overcome the corona crisis.
Keep calm and carry on.
Paul Borghgraef Jan De Nys board of Directors
Chairman of the Managing Director
Paul Borghgraef Jan De Nys Chairman of the board of Directors Managing Director
LETTER TO THE SHAREHOLDERS 2020-2021|
| O1 INTRODUCTION | 21 |
|---|---|
| O2 STRATEGY | 21 |
| O3 INVESTING VIA THE BELGIAN REAL ESTATE | 23 |
| O4 SIGNIFICANT EVENTS IN THE FINANCIAL YEAR | 24 |
| O5 COMMENTS ON THE CONSOLIDATED ACCOUNTS 2020-2021 31 |
| O6 CORPORATE GOVERNANCE STATEMENT | 35 |
|---|---|
| O7 MANAGEMENT OF THE COMPANY | 41 |
| O8 OTHER PARTIES INVOLVED | 73 |
| O9 ACQUISITION AND SALE OF RETAIL ESTATES NV SHARES - INSIDER TRADING |
75 |
| 1O INFORMATION BASED ON ARTICLE 34 OF THE BELGIAN ROYAL DECREE OF 14 NOVEMBER 2007 CONCERNING THE OBLIGATIONS OF ISSUERS OF FINANCIAL INSTRUMENTS ADMITTED TO TRADING ON A REGULATED MARKET |
77 |
| DATA IN ACCORDANCE WITH THE EPRA | |
| REFERENCE SYSTEM | 79 |
11 SUSTAINABILITY REPORT 86
MANAGEMENT REPORT 2020-2021 |
The annual report of Retail Estates is a combined report within the meaning of articles 3:6 and 3:32 of the Belgian Code of Companies and Associations. The elements to be included in this report on the basis of these articles are discussed in the different chapters.
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 forward-looking 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 and its subsidiaries ("the Group") or the results of the sector to differ considerably from the expected results, performance or accomplishments expressed or implied in the aforementioned forward-looking statements. Given these uncertainties, investors are advised not to place undue reliance on such forward-looking statements.
The Belgian public real estate investment trust Retail Estates nv is a niche player specialised in making in out-of-town retail properties located on the periphery of residential areas or along main access roads to urban centres available to users. Retail Estates nv acquires these real properties from third parties or builds and commercialises retail buildings for its own account. The buildings have useful areas ranging between 500m² and 3,000m². A typical retail building has an average area of 1,000 m².
The most important long-term goal for Retail Estates nv is to assemble, manage and expand 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 assets and the income generated from leasing.
In the short term, this goal is being pursued by continuously monitoring the occupancy rate of the portfolio, the rental income and the maintenance and management costs.
The selective purchase and construction of retail buildings 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 81 clusters and retail parks in which it systematically increases its investments. Taken together, these clusters and retail parks represent 87.07% of its portfolio. The real estate portfolio is spread throughout Belgium and the Netherlands.
Over the past years, Retail Estates nv has concentrated on continuously improving the quality of its properties and expanding 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 in most cases.
" In order to reconcile the profitability expectation of Retail Estates nv and its tenants over the long term, special attention is paid to rental prices. "
As of 31 March 2021, Retail Estates nv has 992 premises in its portfolio with a total retail area of 1,153,448 m². The occupancy rate of these buildings measured in rented square metres is 97.07%.
On 31 March 2021, the fair value of the real estate portfolio of Retail Estates nv and its subsidiaries is estimated by the independent real estate experts at € 1,717.25 million (value excluding transaction costs) and the investment value at € 1,789.40 million (value including transaction costs).
Retail Estates nv has invested a total of € 15.56 million in "Distri-Land" real estate certificates. It currently holds 87.01% of the issued "Distri-Land" real estate certificates. The issuer of these real estate certificates owns 10 retail properties with a fair value of € 19.32 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 the demand from retailers. The aim in this is to develop a number of 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 prices. Experience has shown that the excessive rents charged by certain project developers result in a high level of customer turnover when the results do not quickly meet the retailers' expectations.
Retail Estates nv spreads its investments throughout all major retail areas in Belgium and the Netherlands. In practice, however, it invests little in the Brussels Capital Region due to its extremely low supply of out-of-town locations. As a result, the public BE-REIT prefers to concentrate its investments in sub-regions with strong purchasing power (mainly the Brussels – Ghent – Antwerp triangle and the "green axis" of Brussels – Namur – Luxembourg in Belgium as well as the "Randstad" region in the Netherlands and the central and southern parts of the country).
Retail Estates nv has significant experience in developing new retail buildings for its tenants for its own account. Experience shows that such developments offer architecturally attractive retail properties which generate a higher initial income than retail buildings offered on the investment market. The redevelopment of out-of-town shopping clusters into large groups of modern, connected retail properties also becomes more important by the year. Such redevelopments generally allow for 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 has been registered as 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 includes restrictions relative to its activities, debt ratio and appropriation of 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 in Belgium, thereby ensuring that the result available for distribution is higher than for real estate companies that do not enjoy this status. As a public BE-REIT, Retail Estates nv 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 owing to a stricter permit policy adopted by the government, a very limited supply of high-quality shop locations and a continuously high level of demand. The internationalisation of the retail property market, in conjunction with the shift from city centre to out-of-town shopping, has had a positive influence on the out-of-town retail real estate market. This evolution, as well as the tendency to further institutionalise the investment market for out-oftown retail real estate, not only explains the rise in rents, but also the increase in the fair value of this real estate in the longer term. Moreover, several tenants of the company have incorporated the benefits of distance selling – by means of online selling – in their 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. Retail Estates has furthermore also been listed on Euronext Amsterdam since 11 April 2018, one week after the 20th anniversary of its listing on Euronext Brussels. All shares of Retail Estates nv are held by the public and a number of institutional investors. On 11 June 2021, six 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 in the "Shareholding structure" section of this management report).
The Euronext pricing lists, which are published in the daily press and on the Euronext website, enable shareholders to 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 € 63.81 on 31 March 2021. This represents an increase by 0.87% (€ 63.26 over the previous year). On 31 March 2021, the stock market price of the share was € 58.40, representing a discount of 8.48%.
The EPRA NTA (net tangible asset) amounts to € 65.53, compared to € 65.27 in the previous year. This increase is mainly explained by the inclusion of the result of the financial year. Compared to the previous financial year, the number of shares of Retail Estates nv increased by 35,349. In other words, there is no dilution of the NAV per share.
destined for large-scale retail trade. Retail Estates considers this acquisition to be a windfall.
On 22 December 2020, Retail Estates acquired a retail property situated at Duiven, a suburb of Arnhem. With this acquisition, Retail Estates accesses a new region. The ground floor of the property is approximately 3,000 m² and is entirely let to Leen Bakker, a retail chain specialised in home decoration articles. The annual rent amounts to € 273,254. The property is situated in a "big boxes retail area", which has a strong regional appeal in the Arnhem region. The area's crowd pullers are Ikea, Hornbach, Praxis, Makro and Mediamarkt which, combined with a large number of specialty shops, makes for an extraordinarily attractive mix of retailers for the Netherlands. The acquisition represents a € 4.5 million investment and is still subject to a price adjustment formula which, depending on the outcome of the current price adjustment procedure, may represent an additional investment for Retail Estates of maximally € 0.57 million. The real estate expert CBRE estimated the fair value of the acquired property at € 4.93 million on the basis of their estimate of the new rent that would be payable as from December 2021 depending of the expected outcome of the current price adjustment procedure.
On 31 March 2021 the total amount of the noncurrent assets under construction is € 41.84 million. We distinguish four types of non-current assets under construction: speculative land positions (the so-called "land bank"), i.e. residual lands of existing portfolios that are intended for possible development or will be sold at a later stage if no redevelopment is possible. Furthermore, there are prospective projects, projects under predevelopment and projects under development.
On 31 March 2021, the speculative land positions accounted for € 7.77 million, the prospective projects amounted to € 9.25 million, the projects under predevelopment represented € 1.19 million and the projects under development represented € 23.62 million. The project under construction in Jambes was valued by the real estate expert, as it has not yet reached the final completion phase, but the construction has been completed and the fair value can be determined in a reliable manner.
In 2014, Retail Estates acquired the retail park at Wetteren with 14 retail units and a gross retail area of 10,423 m². The retail park, which opened in 2008, is known as Frunpark Wetteren. It is very successful and attracts consumers from far and wide. In 2016 Retail Estates nv acquired an adjacent plot of land with an industrial building and an industrial site for redevelopment for a price of € 8.76 million. An EIR permit has already been obtained for this development, but an environmental permit has not yet been granted.
On 7 April 2020 Retail Estates acquired the retail park "De Bossche Boulevard", situated in 's-Hertogenbosch (the Netherlands – province of North Brabant). This retail park has a surface area of approximately 50,000 m² and has a strong regional appeal in an area of 960,000 inhabitants living a 20 minutes' drive or less away. The city of Den Bosch itself has 154,000 inhabitants, accounting for the largest group of customers. The customer zone is located in the centre of the Breda-Utrecht-Eindhoven triangle. Together with the Randstad region and the province of Limburg, this is the area where Retail Estates concentrates its investments on account of the strong purchasing power present in the region and its economic performance.
De Bossche Boulevard comprises 29 retail units, all of which are let, mainly to retail chains like Praxis, Mediamarkt, Leen Bakker, Kwantum, Prenatal and X2 O. It's a retail park of the latest generation, where not only large-scale retail activities are allowed, but where electric appliances, sports articles and baby items can be sold as well. The net rental income1 amounts to € 4.53 million, which comes down to an average rent of € 93/m². This amount is below the national average and that of the other retail parks owned by Retail Estates in the Netherlands.
The amount invested is € 68.70 million and the fair value2 calculated by the real estate expert Cushman & Wakefield amounts to € 65.42 million. This acquisition was entirely financed with the proceeds of the successful issue of a bond loan of € 75 million, which was completed by Retail Estates in late December 2019.
On 13 February 2020 Retail Estates entered into an agreement with a view to the purchase of the retail park Belvédère (phase 1), that was under construction in Maastricht at the time. The retail properties were completed on 1 June 2020, and Retail Estates subsequently acquired the complex. The complex consists of 7,850 m² of retail area subdivided into five retail units, which are all let to retail chains from the home decoration section (i.a. Jysk, Beter Bed, Leen Bakker, Carpet-right). Rental agreements have been entered into for a period of 10 years, with an option for 5-year extensions. The investment amounts to € 10 million (exclusive of recoverable VAT) and generates a rental income of € 0.66 million. The real estate expert Cushman & Wakefield set the fair value at € 9.97 million.
Maastricht is the capital of the Dutch province of Limburg and is known in the retail sector as one of the best shopping areas in the Netherlands. Its historic city centre attracts customers from beyond the Dutch borders. The city itself has approximately 121,000 inhabitants and is situated in a prosperous region, extending from Amsterdam over the Randstad region to the Southern Netherlands, where Retail Estates concentrates its investments.
The construction of the Belvédère retail park is part of the Belvédère urban development plan, within the context of which the city of Maastricht aims at the reconversion of derelict industrial estates with a surface area of approximately 300 ha. This development plan previously led to the conversion of a major industrial heritage site, the Sphinx factory, into a new city district that also accommodates retail trade in the form of a branch of Loods 55, a large-scale home decoration store. Conversely, the Belvédère retail park was constructed at a new business site that was created after the demolition of industrial buildings. The city of Maastricht is one of the last Dutch cities to grant permits for a retail park
1 The net rental price is calculated by deducting the Dutch equivalent of the property tax and the polder taxes from the contractual rental price so as to arrive at a rental price that is comparable with Belgian rental prices.
2 In the Netherlands the fair value corresponds to the cost-to-buyer valuation (i.e. the total investment excluding 8% real estate transfer fax, notary fees and other costs of transfer). At the time of this acquisition the transfer tax in the Netherlands was still 6%.
for this renovation were obtained and the commercialisation has been started. The total investment is expected to amount to approximately € 4.44 million. The project consists of 3 phases. Phases 1 and 2 have been completed. On 31 March 2021, the total investment made amounts to € 3.87 million.
Other projects: this concerns various smaller projects and extensions. The expected additional investment for these projects amounts to approximately € 0.86 million.
A completely new retail park was constructed next to the existing IKEA store of Hognoul (Liège). The park was completed in March 2021 and comprises four retail units, for a total retail area of 5,672 m². The total investment amounts to € 10.21 million. On 31 March 2021, a total of € 3.15 million must still be invoiced. An added value of € 3.14 million was created compared to the estimated fair value, which was € 13.35 million on 31 March 2021.
Furthermore, the company is investing in the renovation of its retail park at Apeldoorn. The retail area is redivided and the façades are renovated. The permit for this renovation has been received. The total investment is expected to amount to approximately € 1.39 million. On 31 March, a total of € 1.13 million had already been invoiced. The building was completed in late March 2021.
Retail Estates nv pays close attention to the changing needs of its tenants with respect to retail area. Several tenants systematically expand their product range and regularly request an extension of their retail area. This can be done by acquiring space from adjacent tenants who sometimes have too much space or by constructing a new addition to the retail unit. Sometimes a combination of both is opted for.
Renovations sometimes include more than just an expansion of the retail area. Retail Estates nv regularly seizes the opportunity to 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" relations with the tenants. Available lands are made profitable in this manner and revenue growth allows the tenant to pay the rent increase.
Over the past financial year, 7 solitary retail properties (in Ninove, Aywaille, Stabroek, Fléron, Deinze, Mechelen and Drogenbos), 2 smaller clusters (Libramont and Chapelle-lez Herlaimont), a plot of land in Mons and the retail park in Alphen aan den Rijn were sold. The logistics centre in Erembodegem (ex-Brantano) was also sold (fair value of € 10.37 million). The net sales revenue amounted to € 43.79 million. The fair value of these properties was € 42.96 million. The rental income of these properties amounted to € 2.10 million. These sales resulted in a net added value of € 0.83 million (an added value of € 2.90 million was created, and losses in value by € 2,07 million were incurred).
These divestments are part of an annual recurring sales programme of individual retail properties that are not part of the core portfolio of Retail Estates nv due to their location, size and/or commercial activity.
Acquisitions and own developments in the financial year 2020-2021, less divestments, resulted in an increase of the real estate portfolio by € 55.49 million. The total rental income increased by € 5.40 million in the financial year 2020-2021 as a result of these investments, but decreased by € -0.58 million in the past financial year as a result of the divestments. If the acquisitions and sales had taken place on 1 April 2020, the rental income would have increased by € 3.55 million.
The investments are financed by a mix of shareholders' equity (issue of new shares by non-
Deliberations with various authorities are ongoing in order to determine how the extension of the retail park can be realised within the limits of the Spatial Implementation Plan, according to which a permit is needed for retail properties destined for largescale retail. The costs of the procedures already completed and the preparation of the request for an environmental permit currently amount to € 0.45 million. The investment in this extension will amount to € 9 million. Completion of this project is expected 12 months after the permit is obtained.
In Halle, the existing retail area will be extended. The additional investment is expected to amount to approximately € 1.36 million.
The permits required for this development have been obtained. This project requires the construction of a number of apartment buildings. As this is a matter outside the scope of Retail Estates, a cooperation with a property developer was negotiated, who can develop this part of the project. The contractually agreed minimum advance sale of the apartment has not yet been achieved. Completion is expected by early 2022.
In Gilly, one of the existing retail units will be reduced in size, so that an additional unit will be created. The expected investment will be € 0.26 million.
For the retail park in Heerlen (the Netherlands) the permit for the modernisation of the entire façade has been received. The consent of the tenants still needs to be obtained. The additional investment is expected to amount to approximately € 3.83 million. Completion is expected at the latest one year after the consent of the tenants has been obtained.
Finally, a number of smaller projects are still ongoing, for which the investment is expected to amount to € 0.43 million in the course of the new financial year.
The company is in the final phase of the extension of its retail cluster at Jambes (Namur-Sud). It concerns a forward-financing operation, which will have the legal form of a real estate leasing. The extension concerns the construction of a new building on the one hand and the renovation of an existing building on the other hand, resulting in a total retail area of 15,905 m². The building is constructed to suit Brico Planit, but will at the same time be a multifunctional area offering different possibilities. The total investment was contractually limited to € 17.95 million. The investment was made according to the "open book" principle, with a yield of 6.50% determined in advance. Construction was started in September 2019 and the building was made available to the tenant in March 2021. The project was valued on 31 March 2021. An added value of € 2.83 million was created compared to the cost.
In Bruges an obsolete retail property was demolished and reconstructed to be let to X2 0. The total investment is estimated at € 1.1 million; on 31 March 2021, an amount of € 0.13 million has been invested.
Within the context of the CSR strategy, Retail Estates invests in the installation of photovoltaic panels on the roof of its new retail park in Hognoul. Solar panels with a total capacity of 368 kWp are installed. The panels are expected to generate over 340 Mwh of green electricity on an annual basis. This € 0.30 million investment will also have a positive impact on the tenants' operational expenses. They will be able to cover their entire energy consumption with the green power generated from this installation. Retail Estates will receive an annual compensation in exchange for making the photovoltaic system available to the tenants. The completion of this solar panel installation is expected in the first quarter of the accounting year 2021-2022.
Finally, the company is investing in the restyling of its retail park at Roosendaal. The permits
On 8 July 2020, the judicial reorganisation proceedings were started with regard to the retail activities of the FNG group. The Belgian companies of the FNG group were declared bankrupt on 3 August 2020. On the date on which bankruptcy was declared, Brantano and its affiliates were the tenants of 27 retail units, representing a total rental income of € 3.2 million.
Today, two retail properties must still be repurposed. The majority of the retail outlets (18) has been transferred to different players in the fashion segment.
The other retail properties were relet to players in the home decoration segment.
On 30 November 2020, the keys of the distribution centre in Erembodegem were returned by the trustees in bankruptcy of the FNG group, severing all ties between Retail Estates and Brantano as from the same date.
On 31 March 2021, a sales agreement was signed with respect to the distribution centre.
NV Orchestra-Prémaman Belgium was declared bankrupt on 8 July 2020 after a lengthy procedure within the scope of the Act on the Continuity of Enterprises, which enabled the relaunch of a small number of shops and the liquidation of the inventory. Only one retail unit from the portfolio of Retail Estates is involved in the relaunch. Seven retail units were put at the disposal of Retail Estates again by the trustee in bankruptcy. At present, one retail unit is still available for letting. New tenants were found for the other retail properties. The loss of income for the period of 1 April to 31 July 2020 amounts to € 0.20 million as a result of the depletion of the bank guarantees.
The intended relaunch of the Belgian Blokker affiliates under the new trade name Megaworld was not successful. The stocks of the retail units were sold until August 2020, but starting in September 2020, the operational companies Megaworld nv (i.e. the former Blokker Belgium nv) and Piocheur nv experienced serious problems and a procedure within the scope of the Act on the Continuity of Companies was started for these companies. This procedure was completed unsuccessfully and was followed by the bankruptcy of both companies on 22 December 2020 (nv Megaworld) and 25 January 2021 (nv Piocheur) respectively. The trustees in bankruptcy put the retail units at the disposal of the lessors in the period of January-February 2021 and have not been able to sell the businesses to prospective buyers. Retail Estates recovered 9 retail properties, representing a retail area of 6,422 m² and a rental income of € 0.75 million. Reletting these properties takes more time than reletting the properties previously rented by Brantano and Orchestra, due to the bad condition of the premises when they were returned. Expectations are that they can be relet in the course of this financial year. The loss of income with respect to these properties for the past financial year is € 0.17 million and the costs to restore them to their original state amount to € 0.13 million. The former dominant shareholder of the bankrupt companies, BV Mirage Retail Group, stands surety for the payment of a compensation for a large part of the damage within the context of existing group guarantees.
Outstanding trade receivables amount to € 5.74 million, of which € 2.92 million have not yet reached their maturity date and mainly relate to pre-invoiced rent in the Netherlands. An amount of € 0.13 million relates to the revolving fund and the reserve fund. Taking into account the guarantees obtained – both rental guarantees and the requested bank guarantees – and the provisions created for potential financial agreements with Dutch tenants with respect to the remission of part of the rent for the periods of compulsory closure – there is no remainig credit risk concerning trade receivableson 31 March 2021 (after deducting doubtful debtors).
No properties were damaged by fire in the past financial year. There have been a few reports of damage due to wind or flooding. The insurance
monetary or monetary contributions) and borrowed capital (financing of working capital by the banks, issue of a bond loan, …).
For a description of the main investments in the 2019-2020 financial year, please refer to pages 43 – 47 of the 2019-2020 Annual Financial Report.
For a description of the main investments in the 2018-2019 financial year, please refer to pages 38 – 42 of the 2018-2019 Annual Financial Report.
On 31 March 2021, the occupancy rate was 97.07% of the total retail area of the properties included in the real estate portfolio. This percentage is lower than the usual rate of the previous 22 financial years, when it was never less than 98%. The increased vacancy is mainly attributable to the bankruptcy of three major retail chains (Blokker, Brantano and Orchestra), the bankruptcy of three SMEs and the reorganisation of 4 retail chains within the context of a procedure within the scope of the Act on the Continuity of Enterprises. If abstraction is made of the vacancies created by bankruptcies and reorganisations, the occupancy rate would be 98.23%. This concerns 16 retail properties with a total retail area of 13,268 m².
Generally, the properties that have become vacant due to bankruptcies and reorganisations can be relet in 6 to 9 months' time. However, the corona epidemic has disrupted the operations of various local public services, causing the period required to obtain the permit changes necessary for some properties to be relet to be considerably longer. On 31 March 2021, 16 retail properties with a total surface area of 13,268 m², which became available following a bankruptcy, are still vacant. Six of them are the subject of ongoing rental transactions that are expected to be completed before 30 June. In addition, 9 retail units that have become vacant as a result of bankruptcies/reorganisations are available for letting. Finally, three retail units, one of which is vacant as a result of a bankruptcy, are transformed in order to make them suitable for reletting under better conditions. A limited number of vacant retail units resulting from the three major bankruptcies are still available for letting: 5 retail units out of the original 9 for Blokker, 1 retail unit out of the original 27 for Brantano and 1 retail unit for Orchestra.
The demand of tenants from the out-of-town retail sector remains high. Only the demand of fashion retailers, which was still stable after the first lockdown period in Belgium, has significantly declined. As a result of the disappearance of a number of players, many retail businesses now have a unique opportunity to open an outlet at locations where no retail areas were available. This demand boosts rent levels.
On 31 March 2021, the net rental income amounts to € 100.40 million, a decline by € 7.21 million compared to the same period of the last financial year. This decrease is mainly attributable to the impact of the corona crisis, with was partly compensated by additional rental income from new investments in the past and current financial year.
The investment properties (including noncurrent assets under construction) increased from € 1,661.75 million to € 1,717.25 million. This can mainly be explained by the expansion of the portfolio by € 110.60 million and the sale of investment properties for an amount of € 24.21 million. The fixed assets held for sale increased from € 1.79 million to € 7.93 million. At the end of each quarter, the assets for which the sales agreement has already been signed but the deed has not yet been executed are recorded in the assets held for sale. Assets worth € 25.58 million were added to the assets held for sale in the 2020-2021 financial year, and assets worth € 17.47 million were sold or incorporated into the investment properties.
Current assets amount to € 34.33 million and consist of € 7.93 million from assets held for sale, € 6.84 million from trade receivables, € 13.33 million from tax receivables and other current assets, € 3.68 million from cash and cash equivalents and € 2.56 million from accrued charges and deferred income.
The shareholders' equity of the public BE-REIT amounts to € 808.22 million. On 31 March 2021, the share capital amounts to € 284.98 million, an increase by € 0.80 million compared to last year, following the capital increase mentioned above. After deduction of the capital increase costs, the capital on the balance sheet amounts to € 276.53 million. During the 2020-2021 financial year, 35,649 new shares were created. Issue premiums also increased from € 315.41 million to € 316.79 million for the same reasons. Reserves amount to € 153.47 million and consist of the reserve for the variations in the fair value of real estate properties (€ 144.36 million), the result of previous financial years carried forward (€ 77.67 million), the available reserves (€ 16.90 million) and the legal reserves (€ 0.08 million). The reserves are decreased by the impact on the fair value of estimated transfer rights and costs resulting from the hypothetical disposal of investment properties (€ 57.19 million) and by the variations in the fair value of financial assets and liabilities (€ 28.35 million). The Group makes use of financial derivatives (interest rate swaps and caps) to hedge interest rate risks arising from certain operational, financial and investment activities. Financial derivatives are initially recognised at cost and revalued to their fair value on the next reporting date. The derivatives currently used by Retail Estates nv qualify as accounting cash flow hedges only to a limited extent. Changes in the fair value of the derivatives that do not qualify as cash flow hedges are recorded directly in the income statement. Changes in the fair value of the swaps qualifying as cash flow hedges are booked directly as shareholders' equity and are not included in the income statement. The revaluation of the derivatives in the result amounts to € 3.74 million as at 31 March 2021 and is positive as a result of an increase in the long-term interest rate.
The net result of the financial year amounts to € 61.44 million and consists of € 62.91 million from EPRA earnings, € - 4.15 million from the result on portfolio and € 2,67 million from variations in the fair value of financial assets and liabilities.
The long-term liabilities amount to € 790.33 million and consist of € 765.12 million long-term financial liabilities with an average term of 3.95 years. The remaining long-term liabilities pertain to authorised cash flow hedges (interest rate swaps) and financial leasings under IFRS 16.
The short-term liabilities amount to € 164.45 million and consist of € 24.35 million of trade debts and other short-term liabilities. These mainly comprise the trade debts amounting to € 0.66 million, tax debts estimated at € 6.02 million, invoices receivable for € 16.29 million and exit taxes amounting to € 0.40 million. The short-term financial liabilities amount to € 129.68 million, of which € 82.00 million in commercial papers.
At its meeting of 20 July 2020, the board of directors of Retail Estates decided to pay a dividend for financial year 2019-2020 in the form of an optional dividend with a gross value of € 4.40 (€ 3.08 net). A total of only 5.60% of the coupons no 28 were incorporated in exchange for new shares. As a result 35,349 new shares were issued on 20 August 2020, for a total amount of € 2.18 million. Following this capital increase, 35,349 shares were issued, increasing the total number of shares to 12,665,763 and the share capital to € 284,984,601.97 on 31 March 2021.
Retail Estates combines bilateral credits with different banking partners and private placements of bonds for institutional investors. The average maturity of the credit portfolio is 3.95 years. Within the context of the financing of its activities, Retail Estates has had a commercial paper programme of (up to) € 100 million since September 2017 (and extended in October 2018). The commercial paper is fully covered by back-up lines and unused credit lines that serve as a guarantee for refinancing should the placement or renewal of the commercial paper prove to be impossible or only partially possible.
As of 31 March 2021, an amount of € 82 million of this commercial paper programme has been used.
The average interest rate on 31 March 2021 is 2.08% compared to 2.13% on 31 March 2020.
Retail Estates opts for a growth model with a direct contribution of earnings per share. This can be done both on the capital side and on the debt financing side. On the capital side, this can be done through a non-monetary contribution, a traditional rights issue or via the option for BE-REITs recently introduced in the BE-REIT Act to implement a capital increase through an accelerated bookbuilding (ABB). At the extraordinary general meeting of 23 December 2019, the authorised capital authorisation was extended and the articles of association were adjusted to make the application of the accelerated bookbuilding procedure possible for Retail Estates nv.
On the debt financing side, this can be done through tradition bank financing on the one hand or a public and/or private bond loan on the other. Retail Estates regularly examines the possibility of a private and/or public bond loan. In the course of the past financial year, two private bond loans were issued: on 9 December 2020, a bond loan of € 30 million with a maturity of 5 years. This loan has a 1.99% interest rate. The proceeds are used for the repayment of a bond loan that was issued earlier and reached its maturity date in April 2021. On 26 March 2021, a bond loan of € 16 million with a maturity of 8 years and an interest rate of 2.897% was issued.
For more information with regard to the financing, please refer to note 34 et seq. to this annual report.
The board of directors proceeded on 30 December 2020 to the merger by acquisition of the real estate company NS Properties nv.
Mergers of subsidiaries simplify administrative management and reduce the taxable income of the subsidiaries of Retail Estates nv.
On 22 April 2021 Retail Estates incorporated the subsidiary "Regreen", mainly for concentratingr its investments in photovoltaic systems and possibly other sustainable investments like charging stations and water infiltration basins.
The consolidated income statement is contained in the chapter "Consolidated income statement" of the Financial Report (p. 150 et seq.).
For the 2021-2022 financial year, on the basis of the planned composition of the real estate portfolio and barring unforeseen events, the company expects the net rental income to amount to € 113.99 million. This figure only takes into account purchases and sales for which a sales contract was signed and investments that were tendered and for which the required permits were obtained. Retail Estates nv aims at a gross dividend of € 4.60 (€ 3.22 net) for the financial year 2021-2022. This would represent an increase by 2.22% compared to the dividend for the financial year 2020-2021 (€ 4.50 gross).
The board of directors will propose to the shareholders' meeting, to be held on 19 July 2021, a gross dividend for the financial year 2020-2021 (which began on 1 April 2020 and ended on 31 March 2021) in the amount of € 4.50 (or € 3.15 net, i.e. the net dividend per share after the deduction of 30% withholding tax) per share which shares in the result of the financial year 2020-2021.
(000) EUR 2020-2021
| Reserve of estimated transfer rights and costs resulting from the |
|---|
| Result of the year | 60 986 |
|---|---|
| Reserve for the positive/negative balance of changes in the fair value of real estate properties | -137 |
| Reserve of estimated transfer rights and costs resulting from the | |
| hypothetical disposal of investment properties | 695 |
| Changes in fair value of financial assets and liabilities | 1 564 |
| Profit to be appropriated for the financial year | 63 108 |
| Profit carried forward from the previous financial year (IFRS) | 81 442 |
| Transfer of carried forward results from previous financial years (- / +) | -262 |
| Other | -85 |
| Payment of dividend 31 March 2021 | -56 996 |
| Result to be carried forward | 87 206 |
Chapters 8 to 11 of the financial report of this annual report contain an abridged version of the statutory annual accounts. The integral version of the statutory annual accounts as well as the related reports can be consulted on the website of Retail Estates (www.retailestates.com) or can be obtained free of charge upon request.
The company has not undertaken any activities or incurred any expenditure in the area of research and development.
The company does not have any branch offices.
For more information about the consolidated financial statements for the 2019-2020 financial year we refer to p. 51 et seq. of the 2019-2020 Annual Financial Report.
For more information about the consolidated financial statements for the 2018-2019 financial year we refer to p. 46 et seq. of the 2018-2019 Annual Financial Report.
On 31 March 2021, the weighted average interest rate is 2.08%.
The consolidated balance sheet is contained in the chapter "Consolidated balance sheet" of the Financial Report (p. 152 et seq.).
The net rental income decreased by € 7.21 million, mainly due to the remission of rent following the compulsory closures of shops within the context of the COVID-19 pandemic. The remission of rent for a total amount of € 11.55 million in the 2020- 2021 financial year could be partly compensated by the acquisition of additional properties and the completion of projects in the 2020-2021 financial year (€ + 5.40 million), and the acquisition of the properties and the completion of the projects in the previous financial year that yielded a full year's rent for the first time this year (€ 2.18 million). The sale of properties resulted in a decrease in net rental income of € -0.58 million. The sale of properties during the previous financial year resulted in a decrease in this year's net rental income by € -0.30 million. The impact of contract renewals is € +0.28 million. Furthermore, there is an impact of discounts (€+0.30 million), vacancy (€ - 2.12 million) other factors (€ -0.22 million) and indexation (€ 1.30 million). Finally, € 2.15 million was provisioned as uncollectible. COVID-19 has pushed three large tenants in Belgium, already in a weakened financial position and with weak management, into accelerated bankruptcy, namely NV Brantano, NV Orchestra Belgium and NV Piocheur / Megaworld (ex Blokker).
The property expenses amount to € 6.88 million and have decreased by € 2.17 million, which can mainly be explained by the reduction of technical and marketing expenses. The company's overhead expenses amount to € 6.12 million, an increase by € 0.53 million (9.49%) compared to the previous year, mainly due to an increase in personnel expenses following the expansion of staff and non-recurring fees within the context of the implementation of a new ERP package.
The result of the sale of investment properties is € 0.83 million. This profit is the result of the sale of € 42.96 million in properties (fair value). Please refer to the "Divestment" section in this chapter for more details.
The variation in the fair value of investment properties amounts to € -5.96 million. The investment value of the real estate portfolio has remained stable. The main effects of this variation are a positive effect due to the inclusion in the portfolio of a number of large projects that were developed for own account (€ +10.32 million) and a negative effect from depreciation of the transaction costs for the determination of the fair value of the investment properties: this depreciation relates to the depreciation of the transaction costs on the occasion of the new Dutch acquisitions (€ -6.12 million) on the one hand and to the impact of the 2% increase of the transfer tax in the Netherlands (€ -9.04 million). The other portfolio result amounts to € 0.99 million and can be mainly explained by deferred taxes relating to the Dutch portfolio.
The financial result (excluding variations in the fair value of financial assets and liabilities) amounts to € -20.43 million compared to € -19.31 million last year. The decrease in the weighted average interest rate from 2.13% to 2.08% is offset by the increase of the interest charges due to on average higher loans taken to finance further expansion of the portfolio. The variation in the fair value of financial assets and liabilities amounts to € 2.67 million compared to € -6.22 million last year. The evolution in these costs is the result of the change in the fair values of the swaps that are not defined as a cash flow (variations in the fair value of financial assets and liabilities). However, this result is an unrealised and non-cash item.
The EPRA result (i.e. the net result without the result on portfolio) amounts to € 62.91 million compared to € 69.20 million last year.
In accordance with article 3:6 § 2 CCA and the Royal Decree of 12 May 2019 laying down the corporate governance code to be complied with by listed companies, Retail Estates nv implements the provisions of the 2020 Belgian Corporate Governance Code (2020 Code), taking into account the particularities linked to the BE-REIT legislation. The 2020 Code is available on the website www. corporategovernancecommittee.be. However, Retail Estates nv derogates from the provisions of the 2020 Corporate Governance Code in a number of fields. According to the "comply or explain" principle of the 2020 Code, it is permitted to take into account the company's specific situation (e.g. the relatively small size and the characteristics of the company) and to derogate from a provision of the 2020 Corporate Governance Code, subject to justification.
The old Belgian Companies Code is still applicable to Retail Estates during the 2020-2021 financial year and will remain applicable until Retail Estates will have adjusted their articles of association, including the governance, to the new Belgian Code of Companies and Associations ("CCA"). However, the mandatory provisions of the CCA that are applicable to public limited companies under Belgian law (NV) have been applicable since 1 January 2020.
On the date of this annual report, Retail Estates complies with the 2020 Corporate Governance Code, although Retail Estates nv has not yet adjusted their articles of association (including the governance) to the CCA, and with the exception of the following provisions:
The recommended four-year mandate for directors is considered too short given the complexity of the type of property in which Retail Estates nv specialises. The mandates of most directors currently have a term of 6 years, expiring on the
date of the 2021 annual meeting. At the next annual meeting, to be held on July 19, 2021, a proposal will be made to shareholders to appoint the new directors for a term of 4 years instead of 6 years.
Retail Estates nv derogates from this provision and does not award shares to the non-executive directors. The company feels that the legal framework and the nature of the company (BE-REIT), its general policy and its mode of operation already meet the objective of provision 7.6 of the 2020 Code (which is to encourage the non-executive directors to act with the perspective of a long-term shareholder) and adequately guarantee that action is undertaken with a view to promoting long-term value creation. This perspective is embedded in the governance of Retail Estates nv as a regulated real estate company. The Retail Estates share has a strong track record and the company's directors strive for solid earnings per share year after year, an ambition that is certainly achieved. Retail Estates nv feels that the directors have proved in the past that this perspective, without the award of a remuneration in the form of shares, is sufficiently present in the directors' conduct. The remuneration report contained in this Corporate Governance Statement includes an overview of the total remuneration of the non-executive directors. Without any obligation imposed by the remuneration policy, the chairman of the board of directors, Mr Paul Borghgraef, and one non-executive director, Mr René Annaert, do have a shareholding in Retail Estates nv, based on a personal decision.
Retail Estates derogates from this provision and does not set an explicit minimum threshold of shares of Retail Estates to be held by the CEO and the other members of the management committee. The company feels that the legal framework and the nature of the company (BE-REIT), its general policy and its mode of operation already meet the objective of provision 7.6 of the 2020 Code (which is to encourage the executive management to act
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:
Retail Estates nv has taken the COSO framework (Committee of Sponsoring Organizations of the Treadway Commission) as its reference for implementing its internal control system. The components of this framework and their application at Retail Estates nv are discussed below.
Sound internal control and balanced risk management are an inherent part of Retail Estates nv's corporate culture and are disseminated throughout the organisation by means of:
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.
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.
The control environment as regards financial reporting consists of the following components:
with the perspective of a long-term shareholder) and adequately guarantee that action is undertaken with a view to promoting long-term value creation. This perspective is embedded in the management of Retail Estates nv as a regulated real estate company. The Retail Estates share has a strong track record and the management strives for solid earnings per share year after year, an ambition that is certainly achieved. Retail Estates nv feels that the management has proved in the past that this perspective, without the award of a remuneration in the form of shares, is sufficiently present in the management's conduct. Without any obligation imposed by the remuneration policy, the CEO does have a shareholding in Retail Estates nv, based on a personal decision.
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 31.03.2021² |
Pro forma % at 11.06.20213 |
|
|---|---|---|---|
| Leasinvest Real Estate | 10.03% | 10.42% | 10.42% |
| FPIM nv (Belfius Insurance) | 9.76% | 7.53% | 7.53% |
| KBC Groep nv | 3.01% | 2.71% | 2.71% |
| AXA nv | 6.05% | 6.03% | 6.03% |
| Federale Verzekering | 4.96% | 3.02% | 3.02% |
| BlackRock, Inc. | 3.55% | 3.54% | 3.54% |
| Publiek | 62.64% | 66.75% | 66.75% |
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 31.03.2021 (12.665.763 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.
3 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 11.06.2021 12,665,763 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 above-mentioned 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).
Each share carries one vote. The company's shareholders from whom transparency statements were received do not have preferential voting rights.
There is currently no control over Retail Estates NV within the meaning of article 1:14 of the Belgian Code of Companies and Associations.
Retail Estates nv is not aware of any agreements that may lead to a change in control.
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 to assess, control and monitor their consequences as much as possible. This is the responsibility of the risk manager.
The integrity policy, which is 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, non-corruption and professional secrecy.
The effective management examines on a regular basis which other areas and activities should be included in the scope of the compliance function. The "independent compliance function" is treated as an independent function within an organisation that 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:
Prevention of insider trading and market abuse In accordance with the principles and values of the company, 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 want to trade in financial instruments issued by Retail Estates nv. The rules of the Dealing Code were drawn up in line with the applicable regulations and legislation, 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) and the Act of 2 August 2002 on the supervision of the financial sector and on financial services. The company's Dealing Code constitutes an integral part of the Corporate Governance Charter and can be consulted (separately) on the company's website (www.retailestates.com).
The Dealing Code covers for example the disclosure of information relevant to such transactions and stipulates:
Reference is made to the passage under 'Handling conflicts of interest' under chapter 7 of this management report.
Retail Estates nv strongly emphasises the principles of honesty and integrity, and expects a similar attitude on the part of third parties with whom the company does business.
It is expressly forbidden for members of the bodies of the company and for personnel to use or reveal any confidential information they acquire during the course of their duties for improper purposes.
In pursing legitimate commercial objectives, Retail Estates nv acts in a socially responsible manner in accordance with the laws of the country in which the company is active.
internationally recognised independent real estate experts (Cushman & Wakefield, Stadim, Colliers and CBRE), each evaluating one part of the real estate portfolio.
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 put forward 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.
A financial report containing the analyses of the figures, the key performance indicators, the impact of purchases and sales on budgets, the cash flow positions, etc. is drawn up every quarter.
In addition, a quarterly operational report is prepared which includes the key performance indicators relating to the real estate department.
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 made 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 appropriately provided with 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, budgets and explanations for any deviations.
The statutory auditor also reports to the board of directors on the main findings of their audit activities.
The main risks the company faces relate to (i) the market value of the properties, (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) technical permitrelated risks, (vi) changes to the traffic infrastructure, (vii) soil contamination, (viii) risks associated with
On the date of this report, the board of directors of Retail Estates nv consists of 12 directors: 10 nonexecutive directors and 2 executive directors, i.e. the managing director (CEO) and the chief financial officer (CFO).
The Board of Directors has set up three committees: a remuneration and nomination committee, an audit committee and a management committee.
The Board of Directors met nine times in 2020-2021. A number of meetings were held by conference call or in the office of notary public Tim Carnewal. The remuneration and nomination committee and the audit committee met twice. The management committee meets on a weekly basis.
In spite of the provisions of the 2020 Corporate Governance Code, which prescribes a four-year term for management mandates, all mandates of the directors of Retail Estates NV were extended for a new six-year term (until the end of the 2021 shareholders' meeting) during the annual shareholders' meeting of 1 July 2016. Directors whose mandate took effect after the annual meeting of 1 July 2016 were also appointed for a term expiring upon the closure of the 2021 annual meeting.3 The composition of the Board of Directors reflects independence at a double level:
– the Board of Directors has at least three independent directors within the meaning of article 526ter of the Belgian Code of Companies and the Belgian 2020 Corporate Governance Code; these independent directors were reappointed during the annual shareholders' meeting of 1 July 2016, the extraordinary shareholders' meeting of 6 January 2016 and the extraordinary shareholders' meeting of 4 April 2017; and
– the Board of Directors has a majority of nonexecutive directors.
The directors were appointed for a maximum term of six years and can be re-elected.
The independent directors also meet the criteria of independence set out in article 3.5 of the 2020 Corporate Governance Code (see article 7:87 of the Belgian Code of Companies and Associations). They strictly comply with the following criteria of independence:
Measures and procedures are in place to identify and monitor the risks that the company faces, to avoid these risks and/or to minimize their impact, if any, and to assess, control and monitor their consequences as much as possible. This is the responsibility of the risk manager.
As a large number of risks are of a legal nature, Ms Runa Vander Eeckt, chief legal counsel and responsible for assistance in transactions in that capacity, was appointed risk manager. The Board of Directors feels that the main risks are linked to the acquisition activities rather than to the portfolio management). The risk manager consults with the compliance officer on a regular basis, has the appropriate skills and displays the required professional reliability. The risk manager is under direct supervision of a member of the effective management, in this case Mr Jan De Nys, who bears final responsibility for the company's risk management systems.
The board of directors has appointed Mr. Paul Borghgraef as compliance officer. He also chairs the board of directors. Based on his position, he is in particular responsible 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 furthermore analyses the quality and efficiency of existing procedures and methods of internal control.
The internal statutory auditor will present his findings on a yearly basis.
The internal audit function is performed by an ex-
ternal consultant, in this case VMB, represented by Mr Luc Martens. The internal audit function, which is thus outsourced to an external legal person represented by a natural person, is performed under the supervision and responsibility of Mr Giovanni Ronsse, the finance & reporting analyst of the company. He has the appropriate skills and displays the required professional reliability.
Pursuant to article 17, §2 of the BE-REIT Act, the internal audit within the company also covers its subsidiary as it qualifies as an institutional BE-REIT (Retail Warehousing Invest NV).
3 The extraordinary shareholders' meeting of 4 April 2017 approved the appointment of (i) Ms Ann Gaeremynck as an independent director within the meaning of article 526ter of the Belgian Code of Companies; and (ii) Mr Victor Ragoen as a non-executive director, in both cases until the end of the 2021 shareholders' meeting. Michel Van Geyte (CEO Leasinvest) was co-opted on 17 May 2019 and is a member of the board of directors as of 18 May 2019. He replaces Jean-Louis Appelmans, who resigned on 17 May 2019. Stijn Elebaut replaces Mr Rudy De Smedt in the board of directors as of 24 April 2019. Mr De Smedt resigned on 31 May 2018.
On the date of this report, the Board of Directors of Retail Estates NV is composed as follows:45
| Date of | ||||
|---|---|---|---|---|
| commencement of | Date of expiry of | |||
| Name | Position | current mandate | current mandate | Professional address |
| Paul Borghgraef | Chairman of the Board of Directors | 01.07.2016 | 2021 shareholders' meeting |
Gauwberg 6, 2970 Schilde |
| Jan De Nys | Managing director Chairman of the management committee 01.07.2016 |
2021 shareholders' meeting |
Industrielaan 6, 1740 Ternat |
|
| Kara De Smet | Chief Financial Officer Member of the management committee 06.01.2016 |
2021 shareholders' meeting |
Industrielaan 6, 1740 Ternat |
|
| René Annaert | Independent director Chairman of the remuneration and nomination committee Member of the audit committee |
01.07.2016 | 2021 shareholders' meeting |
Mercatorlaan 4, 1780 Wemmel |
| Michel Van Geyte4 | Non-executive director | 17.05.2019 | 2021 shareholders' meeting |
Schermersstraat 42, 2000 Antwerp |
| Stijn Elebaut5 | Non-executive director | 24.04.2019 | 2021 shareholders' meeting |
Stoofstraat 12, 1000 Brussel |
| Christophe Demain Non-executive director | 01.07.2016 | 2021 shareholders' meeting |
Galiléelaan 5, 1210 Brussels |
|
| Ann Gaeremynck | Independent director Member of the remuneration and nomination committee Member of the audit committee |
04.04.2017 | 2021 shareholders' meeting |
Naamsestraat 69, 3000 Leuven |
| Victor Ragoen | Non-executive director Member of the remuneration and nomination committee |
01.07.2016 | 2021 shareholders' meeting |
Slesbroekstraat 101, 1600 Sint-Pieters Leeuw |
| Jean Sterbelle | Non-executive director | 01.07.2016 | 2021 shareholders' meeting |
Vieux Chemin de l'Helpe 33, 1332 Rixensart |
| Leen Van den Neste | Independent director Member of the remuneration and nomination committee Chairwoman of the audit committee |
06.01.2016 | 2021 shareholders' meeting |
Sint-Michielsplein 16, 9000 Ghent |
| Herlinda Wouters | Non-executive director | 06.01.2016 | 2021 shareholders' meeting |
|
4 Michel Van Geyte (CEO Leasinvest) was co-opted on 17 May 2019 and is a member of the board of directors as of 18 May 2019. His appointment was approved at the general annual meeting of 22 July 2019. He replaces Jean-Louis Appelmans, who resigned on 17 May 2019. 5 Stijn Elebaut replaces Mr Rudy De Smedt in the board of directors as of 24 April 2019. His appointment was approved at the general annual meeting of
22 July 2019. Mr De Smedt resigned on 31 May 2018.
Four out of twelve directors represent a reference shareholder: Ms Wouters (on behalf of KBC Group), Mr Van Geyte (on behalf of Het Torentje (Leasinvest)), Mr Demain (on behalf of Belfius Group) and Mr. Elebaut (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. In compliance with the 2020 Corporate Governance Code, non-executive directors need to be aware of the extent of their duties, especially with respect to the time commitment involved in carrying out those duties. Non-executive directors are not allowed to hold more than five mandates as directors in listed companies. None of the non-executive directors has more than five mandates in listed companies. The following is an overview of the different mandates with a concise description of the professional career of the different directors:
company's capital or one tenth of more of the voting rights in the company at the moment of the appointment;
The composition of the board of directors intends to ensure that the decisions taken are in the interest of the company. The composition of the board of directors is determined on the basis of diversity in general and complementarity of skills, experience and know-how. 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. Consequently, 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. The current composition of the Board of Directors ensures compliance with the requirements in terms of gender diversity. The Board of Directors currently consists of four women and eight men, which is in line with article 7:86 of the Belgian Code of Companies and Associations.
Ms Kara De Smet has been the CFO of Retail Estates since 2006. She has been an executive director since January 2016.
She has been lecturing at the Post University Centre of the Catholic University of Leuven (department of Real Estate Management) since 2015.
She obtained a licentiate degree in Applied Economic Sciences at the Catholic University of Leuven in 1999.
From 1999 to 2006, she worked for Deloitte as an audit manager.
– Director of the BE-REIT Association, the professional association of BE-REITs, where she also chairs the Accounting workgroup.
Committees: /
Mr Annaert has been an independent director of Retail Estates since 7 July 2015. Mr Annaert chairs the remuneration and nomination committee and is also a member of the audit committee of Retail Estates. He obtained a degree in Construction Engineering at Sint-Lukas Hogeschool Brussel.
Mr Annaert started his career as a draughtsman at Traction et Electricité. From 1975 to 1988, he held the positions of site manager and project coordinator with different companies. René Annaert became director and CEO of C.V.A. Wereldhave Belgium in 1988. He held this position until 2000, after which he served as managing director of Devimo N.V. until 2011. Mr Annaerts was CEO of Brussels International Trade Mart from 2012 to 2015.
Mr Paul Borghgraef –––––––––––––––––––––––––––
Mr Paul Borghgraef has been a director and the chairman of the Board of Directors of Retail Estates since 2004.
He obtained a degree in Accountancy and Tax Law at Economische Hogeschool Antwerpen in 1976, followed by a postgraduate degree in Information Technology and Social Legislation.
He started his career at the policy accounting department of Kredietbank in 1976.
From 1977 to 1978, he worked for Dijker en Doorbos (currently PWC) as an auditor and tax specialist.
From 1978 onwards, he held several positions at Krefima, including that of managing director and chairman of the management committee, executive director and chairman of the Board of Directors until 2006.
Since 1995 he has served as a judge in commercial cases at the Enterprise Court in Antwerp.
Mr Jan De Nys has been the managing director of Retail Estates nv since 1998.
He earned a licentiate degree in Law at the Catholic University of Leuven in 1982, followed by a postgraduate degree in European Law at the College of Europe in Bruges.
He started his career with De Bandt, Van Hecke in 1982. From 1999 to 2002, he held several positions at Mitiska NV, and he remained a director of this company until 2009.
Mr Demain has been a non-executive director of Retail Estates since 30 June 2013. He earned his degree in Applied Economic Sciences at the Université Catholique de Louvain (UCL).
He is the Chief Investment Officer at Belfius Insurance. He started his career as a trader with Crédit Général and later with Ippa Bank. From 1999 to 2009, he held different positions within AXA. He has been Chief Investment Officer at Belfius Insurance since 2013.
Ms Ann Gaeremynck has been an independent director of Retail Estates since 4 April 2017.
Ms Ann Gaeremynck is a doctor in Applied Economic Sciences. She obtained her degree at the Catholic University of Leuven.
Ann Gaeremynck is full professor at the Faculty of Business and Economics of the Catholic University of Leuven.
Her main research interests lie in the field of governance, audit and financial reporting.
Mr Michel Van Geyte ––––––––––––––––––––––––––
Mr Van Geyte earned a licentiate degree in Applied Economic Science at the Catholic University of Leuven (KUL) in 1989, followed by a postgraduate degree in Real Estate at KUL and an executive master in Corporate Finance at Vlerick Business School. He started his career in 1990 at Belgian Shell. From 1991 to 1995 he was a consultant at UNIZO, where he was involved in research into shopping centres and SMEs. Between 1995 and 1999 he held the position of deputy general manager at C.I.P., a project developer of office buildings and residential projects. In 1999 he became a country manager at Grubb&Ellis and between 2001 and 2004 he was a managing partner at Knight Frank Belgium (Letting, Investment, brokerage,…).
Michel Van Geyte joined Leasinvest Real Estate in 2004, where he initially held the office of commercial manager (C.O.O.). He is now the CEO - executive director of Leasinvest Real Estate Management NV and the statutory manager of the public real estate investment trust Leasinvest Real Estate Comm.VA.
Mr Van Geyte has been lecturing at the Catholic University of Leuven since 2009, where he teaches several subjects related to real estate.
Mr Stijn Elebaut –––––––––––––––––––––––––––––––
Mr Stijn Elebaut has been a director of Retail Estates since 24 April 2019. Mr Elebaut earned a licentiate degree in commercial sciences at EHSAL,
followed by an MBA in Financial Management at
Vlerick Management School.
In 2001 Mr Elebaut started his career in financial controlling with Toshiba TEC. Between 2004 and 2017 he held several positions at Société Générale Private Banking (previously Bank De Maertelaere), including that of buyside equity analyst and Portfolio Manager. He has been Portfolio Manager with Federale Verzekering since 2017.
Committees: /
JAARVERSLAG 2020 - 2021 ANNUAL REPORT 2020 - 2021
Ms Leen Van den Neste has been an independent director of Retail Estates since 12 January 2016.
Ms Leen Van den Neste obtained her degree in Law at Ghent University in 1988. She furthermore obtained a special licence in Accountancy at the Vlerick Management School in Ghent in 1990.
Ms Van den Neste started her career at KMPG Bedrijfsrevisoren, followed by a position as senior internal auditor at the Internal Audit department of VF. In 1995, she started working for the Arco Group, where she held several positions. She became administration and finance manager in 2005 and served as a member of the management committee of the Arco Group from 2007 to 2011.
Ms Van den Neste joined the management committee of VDK Bank in September 2011 and became chairwoman in April 2012.
Ms Herlinda Wouters has been a director of Retail Estates since 12 January 2016.
In 1980, Ms Wouters obtained a master's degree in Applied Economic Sciences and a master's degree in Educational Sciences, in both cases at the University of Antwerp. Ms Wouters started her career at Exxon Chemicals as a business analyst. From 1983 to 1997, she worked for IndoSuez Bank Belgium, initially as Global Relationship Manager and later as a Branch Manager.
In 1998, Ms Wouters made the switch to KBC Bank, where she started working as a senior banker and became Corporate Business Development Manager later on. She worked for KBC Financial Products Ltd as Program Director from late 2009 to early 2011. She also held this position with Antwerp Diamond Bank for six months.
From July 2011 to July 2019, Ms Wouters was the General Manager of KBC Bank Nederland in Rotterdam.
Ms Wouters has been General Manager of KBC Bank France and director and "Présidente" of KBC Bail Immobilier France, with establishments in Paris and Lille, since August 2019.
– General Manager of KBC Bank France, director of KBC Bail Immobilier France
Committees: /
Mr Victor Ragoen –––––––––––––––––––––––––––––
Mr Victor Ragoen has been a director of Retail Estates since 5 November 2004.
He served as managing director of New Vanden Borre NV until 31 January 2015. He obtained a licentiate degree in Commercial Sciences and Financial Sciences and a master's degree in marketing at the Vlerick School.
He started his career at Ogilvy & Mather as junior account executive in 1980 and switched to BBDO in 1981. From 1982 to 1991, he held several marketing positions within American Express. From 1991 to 2007, he served as managing partner and later as managing director of Vanden Borre. From 2007 to 2013, Mr Ragoen was vice chairman of KESA Electricals. From May 2011 to February 2015, he served as managing director of Vanden Borre once again.
– Remuneration and nomination committee
Mr Jean Sterbelle has been a director of Retail Estates since 12 April 2013.
He obtained a graduate degree in real estate and a real estate agent certificate at INFAC.
From 1989 to 1990, he served as deputy of the safety and buildings manager of Morgan Guaranty Trust Company of New York (Euroclear Operation Centre).
From 1990 to 2007, he held several real estate related positions within the Fortis group, where he became commercial manager for commercial real estate in 1996.
From 2007 to June 2014, he served as Head of Real Estate Commercial Management at AXA Belgium – Letting & Investment.
From 1 July 2014 until late October 2018, he was Head of Transactions & Letting at AXA Real Estate Investment Managers Belgium & Luxembourg NV. In this position he was responsible for letting and for real estate transactions on behalf of all AXA REIM customers/investors (purchase/sale).
He has been Head of Luxemburg with Leasinvest Real Estate since 1 July 2019 en is responsible for the operational management of the Luxembourg real estate portfolio of the BE-REIT, as well as for the implementation of the investment strategy.
The board of directors has set up a management committee as defined in article 524bis of the Belgian Companies Code, to which they transferred a number of managerial powers. In practice, the management committee is responsible for:
In addition, the managing director, supported by the management committee, is responsible for the executive management.
The board of directors can only deliberate and make decisions validly 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 deliberate and decide validly on the agenda items of the previous meeting if at least two directors are present or represented. Each decision of the board of directors is taken by a simple majority of the votes cast by the directors present or represented, and in the event of abstention by one of them, by the majority of the votes cast by the other directors. In the event of a tie, the director chairing the meeting has the casting vote. Resolutions of the board of directors may in exceptional cases be adopted by unanimous written agreement by the directors whenever the urgency of the matter and the interest of Retail Estates nv so require. In accordance with the articles of association of Retail Estates, this procedure may not be followed for the adoption of the financial statements or the appropriation of the authorised capital.
In addition to its legal mandate, the board of directors, bearing in mind the company's interests, will also determine the strategy and outline the policy lines. More specifically, it makes all fundamental decisions concerning 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.
Under the supervision of its chairman, the board of directors shall regularly evaluate 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 questionnaire that needs to be answered individually and anonymously.
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.
The board of directors of Retail Estates nv hereby confirms that none of its directors and none of the members of the management committee have in the course of the past five years 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. There is no family relationship between the directors and the members of the management committee.
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.
within the meaning of article 14 of the BE-REIT Act: Mr Jan De Nys, Chief Executive Officer of Retail Estates (for an indefinite period) and Ms Kara De Smet, Chief Financial Officer of Retail Estates (until the end of the 2021 annual shareholders' meeting on financial year 2020/2021). The effective managers participate in the management of Retail Estates in accordance with the Corporate Governance Charter.
In all legal and statutory transactions concerning acts of disposal relating to real estate, the company will be represented by at least two directors acting jointly. These two directors will in principle be the executive directors/effective managers, namely Mr De Nys and Ms De Smet.
The company may also be validly represented by the director responsible for the day-to-day management or their special proxy, by means of a special authorisation, in case of transactions related to an item with a value that is lower than € 2.50 million6 (including the conclusion of a leasing agreement with or without purchase option or the creation of easements).
Pursuant to article 7:96 of the Belgian Code of Companies and Associations, any member of the board of directors who, whether directly or indirectly, has a proprietary interest which conflicts with a decision or an operation that falls under the competence of the board of directors may not attend the deliberations of the board of directors not participate in the vote. Reference is also made to articles 36 through 38 of the BE-REIT Act when one of the persons mentioned in this article (director, manager, promoter of the BE-REIT etc.) acts as a counterparty in an operation undertaken with the public BE-REIT or a company under its control.
In addition, Retail Estates must also comply with the procedure of article 7:97 of the Companies and Associations Code if it, or one of its subsidiaries, takes a decision or carries out a transaction with a related party.
No conflict of interest within the meaning of the aforementioned articles occurred during the past financial year. Between the date on which the financial year was closed and the date of publication of this report, one conflict of interest occurred during the board meeting of 21 May 2021. During this board meeting, Jan De Nys and Kara De Smet, in their capacity as executive directors, did not participate in the deliberation and the vote with regard to the determination of their remuneration and their performance targets and with regard to the achievement of the performance targets within the context of the variable remuneration for the 2020-2021 financial year and regarding the determination of their remuneration and performance targets for the following financial year.
The company is managed by a team of 36 under the leadership of Mr Jan De Nys, managing director (CEO) of the company.
The operational management of the buildings in the portfolio of Retail Estates is based on collaboration between the commercial real estate division and the technical division. This exchange of information between divisions is essential for preventative management, ad hoc issues and the identification of investment opportunities.
The real estate division is made up of seven persons, including four property managers and two assistants supporting this division. They are usually recruited from people who are active in the retail sector itself. They are supervised by the CEO.
The technical division consists of two senior project managers, one project manager, one development manager and an assistant under the supervision of the CIO.
This assessment focuses on:
Various committees can be established within the board of directors for specific matters.
Currently, the board of directors of Retail Estates nv has set up three committees: a remuneration and nomination committee, an audit committee and a management committee.
The remuneration and nomination committee consists of the following members:
The committee convened once in 2020-2021 in the context of drawing up the 2021-2022 budget. The employee remuneration policy was discussed during these meetings 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:
The audit committee consists of the following members:
The committee met twice in 2020-2021.
The tasks of this audit committee mainly relate to the monitoring of the financial reporting process, the efficiency of the internal control and risk management systems, the monitoring of the internal audit and the statutory audit of the statutory and consolidated financial statements, and the assessment and monitoring of the independence of the statutory auditor.
The management committee has 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, the preparation of financial statements and all operational reporting.
We refer to the charter of the management committee, which is available on the website, for information about the distribution of powers between the management committee and the board of directors and about the other aspects of the operations of the management committee.
Retail Estates has entrusted the following persons with the effective management of the company
6 This amount was increased to € 5 million on 1 April 2019. For amounts between € 2.5 million and € 5 million, two special proxies have to act jointly.
Diversity is also taken into account for the composition of the management committee and the board of directors: the management committee is composed on the basis of gender equality and the company has four female directors. In addition, the composition of the management committee and board of directors is determined on the basis of diversity in general and complementarity of skills, experience and know-how. 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. Consequently, it is pivotal that members of the board of directors are complementary in terms of knowledge and experience.
For more information about diversity within Retail Estates, we refer to the Sustainability report.
" Diversity is also taken into account for the composition of the management committee and the board of directors, the management committee is composed on the basis of gender equality and the company has four female directors."
Pursuant to article 7:89/1 of the Belgian Code of Companies and Associations (the "CCA") and the Belgian Corporate Governance Code 2020 ("Code 2020"), this remuneration policy applies to the members of the board of directors (both the nonexecutive and the executive directors) and to the members of the management committee7 .
The remuneration policy was approved at the meeting of the board of directors of Retail Estates of 21 May 2021, based on the proposal of the remuneration and nomination committee. It is applicable as from 1 April 2021 (financial year 2021-2022) subject to its approval at the annual general meeting of the company that will be held on 19 July 2021.
Retail Estates will pay the remuneration of the directors and the members of the management committee in accordance with the approved remuneration policy. Should the general meeting not approve the remuneration policy, the company will continue to pay the remuneration in accordance with existing practices. In that case an adjusted remuneration policy will be submitted for approval to the next general meeting.
The company can temporarily deviate from the remuneration policy, but only in case of extraordinary circumstance and in accordance with the procedure laid down in section VI of this remuneration policy.
The remuneration policy will be presented to the general meeting on the occasion of every material change and at least every four years.
At Retail Estates the equality principle is the basis for the selection of employees. This means that all employees are selected on the basis of their competencies and skills, independent from e.g. age, gender and cultural background.
DIVERSITY - GENDER
Diversity within the team is part of the corporate culture and Retail Estates feels that it is an added value for the company's growth and an enrichment of the corporate culture.
The composition of the group of employees reveals that this policy actually yields results.
The tables below represent diversity on the basis of gender and age:
DIVERSITY - AGE
7 "Management committee" refers to both the existing management committee within the meaning of article 524bis of the (old) Belgian Companies Code and an informal management committee that will replace the existing management committee (after the discontinuation of the existing management committee by an extraordinary general meeting that will bring the company's articles of association in line with the (new) Belgian Code of Companies and Associations). As soon as the existing management committee will have been dissolved on the basis of article 524bis of the (old) Belgian Companies Code, the members of this committee will be remunerated in the capacity of members of the informal management committee. The remuneration policy applicable to the members of the (old) management committee will be applicable mutatis mutandis to the members of the (new) informal management committee.
meetings of the board of directors and, as the case may be, for their presence at the meetings of the committees established within the board of directors.
The fixed director's remuneration is not determined on the basis of the operations and transactions performed by the company or its perimeter companies9 (article 35, §1 of the BE-REIT Act).
Insofar as necessary, it is clarified that the nonexecutive directors can in certain cases receive a specific remuneration if they perform special, ad hoc assignments for the board of directors, like site visits within the context of potential investments. Such a specific remuneration is determined by the board of directors on the basis of the relevant responsibilities or specific powers connected with the assignment.
The non-executive directors do not receive any performance-linked (variable) remunerations like bonuses and share options.
By way of derogation from provision 7.6 of the 2020 Code, the company does not allot any shares to non-executive directors. The company feels that the legal framework and the nature of the company (BE-REIT), its general policy and its mode of operation already meet the objective of provision 7.6 of the 2020 Code (which is to encourage the non-executive directors to act with the perspective of a long-term shareholder) and adequately guarantee that action is undertaken with a view to promoting long-term value creation. This perspective is embedded in the governance of Retail Estates as a regulated real estate company. The Retail Estates share has a strong track record and the company's directors strive for solid earnings per share year after year, an ambition that is certainly achieved. Retail Estates feels that the directors have proved in the past that this perspective, without the award of a remuneration in the form of shares, is sufficiently present in the directors' conduct.
Obviously, the foregoing does not prevent certain non-executive directors from having a share participation in Retail Estates on the basis of a personal decision and without any obligation imposed by the remuneration policy.
The company took out a civil liability insurance for directors ("D&O Insurance") to cover the liability of its non-executive and executive directors. The premium of this insurance is paid by the company.
The non-executive directors do not receive any other benefits in kind (e.g. a company car, mobile phone, laptop computer or benefits linked to pension schemes).
However, the non-executive directors can receive a compensation for the normal and justified expenses and costs, of which they can prove that they were incurred within the context of their assignment.
The non-executive directors can (exceptionally) hold the mandate of director in one of the company's subsidiaries (e.g. Retail Warehousing Invest NV, an institutional real estate company). Any remunerations granted for the exercise of these mandates are incorporated into the remuneration report.
The non-executive directors and the executive directors where their mandate as directors is concerned, are appointed by the general meeting for a period of 6 years maximally. They have the status of a self-employed person. Their appointments can be revoked at any time by the general meeting with a simple majority of votes, without notice period or payment in lieu of notice. However, the general meeting has the option to grant a notice period or payment in lieu of notice within the context of the dismissal.
Both the remuneration policy for directors and managers and the work and pay conditions of the employees of Retail Estates are based on the following principles, which reflect the company's general view of remuneration:
The remuneration of the non-executive directors is determined by the (annual) general shareholders' meeting, based on the proposal of the board of directors. The remuneration and nomination committee submits proposals to the board of directors with regard to the remuneration of the nonexecutive directors.
The remuneration of non-executive directors takes into account their role as directors and their specific roles as chairperson of the board of directors, as chairperson or member of a committee within the board of directors, as well as the resulting responsibilities, the risks and the time dedicated to their tasks.
Every year after the end of the financial year, the remuneration and nomination committee evaluates and analyses the implementation of the remuneration policy and the individual remuneration on the basis of the above-mentioned criteria. The committee also takes into account a benchmark against the remuneration implemented in other comparable real estate companies, either listed or not. If necessary, the committee advises to adjust the implementation of the remuneration policy as well as the remuneration granted to non-executive directors. Material changes are always subject to approval by the general meeting.
The remuneration of the non-executive directors is determined by the general meeting. This is a legally determined exclusive authority of the general meeting, which ensures that no conflicts of interests can occur in this respect.
In addition, the statutory rules with respect to conflicts of interests (as laid down in the Belgian Code of Companies and Associations and in the BE-REIT Act) are applicable to the directors.
The remuneration of the non-executive directors essentially consists of:
9 I.e., in accordance with article 2, 18° of the BE-REIT Act, "the company in which the regulated real estate company holds more than 25% of the share capital, either directly or indirectly, including the subsidiaries within the meaning of article 6, 2° of the Code of Companies."
8 The executive directors do not receive a remuneration in their capacity as members of the board of directors.
In addition, the statutory rules with respect to conflicts of interests (as laid down in the Belgian Code of Companies and Associations and in the BE-REIT Act) are obviously also applicable to the members of the management committee who are also executive directors (at the moment, these members are the CEO and the CFO).
The remuneration of the CEO and the other members of the management committee consists of the following components:
These components of the remuneration are granted individually under the conditions to be determined by the board of directors based on the proposal of the remuneration and nomination committee.
The remuneration is determined in accordance with the articles 7:90, 7:91, 7:92 and 7:121 of the CCA.
By way of derogation from provision 7.9 of the 2020 Code, the company does not allot shares to the CEO and the other members of the management committee. The company feels that the legal framework and the nature of the company (BE-REIT), its general policy and its mode of operation already meet the objective of provision 7.6 of the 2020 Code (which is to encourage the executive management to act with the perspective of a long-term shareholder) and adequately guarantee that action is undertaken with a view to promoting long-term value creation. This perspective is embedded in the management of Retail Estates as a regulated real estate company. The Retail Estates share has a strong track record and the management strives for solid earnings per share year after year, an ambition that is certainly achieved. Retail Estates feels that the management has proved in the past that this perspective, without the award of a remuneration in the form of shares, is sufficiently present in the management's conduct.
Obviously, the foregoing does not prevent certain members of the management committee, either or not directors, from having a share participation in Retail Estates on the basis of a personal decision and without any obligation imposed by the remuneration policy. The board of directors does reserve the right to introduce a mechanism for the granting of part of the remuneration in the form of shares (or share options).
The CEO will hold the mandate of (managing) director in all subsidiaries of the company. The other members of the management committee can also hold a mandate of director in the subsidiaries of Retail Estates. The mandate in (foreign) subsidiaries can be held via their management company if the CEO or the member of the management committee respectively is the permanent representative of this management company. Any remunerations received for the exercise of these mandates are incorporated into the remuneration report of the company. Unless agreed otherwise, the end of the agreement between the CEO or the member of the management committee on the one hand and the company on the other hand will also lead to the end of the mandates they exercise in the subsidiaries.
The remuneration and nomination committee is entrusted with the preparation or assessment of proposals submitted to the board of directors with respect to the individual remuneration of the CEO and the members of the management committee, including the variable remuneration.
The remuneration for the CEO and the other members of the management committee is determined with a view to attracting, motivating and retaining the necessary talent, taking into account the size of the company and the individual responsibilities that are expected from the CEO and every member of the management committee, the required relevant experience and skills and the seniority. The remuneration and nomination committee presents the result of this analysis and its substantiated recommendations to the board of directors, which will then take a decision. The committee also takes into account a benchmark against the remuneration implemented in other comparable real estate companies, either listed or not.
The board of directors subsequently determines the remuneration of the CEO and the other members of the management committee, taking into account the proposals of the remuneration and nomination committee. The board of directors also ensures that the remuneration is consistent with the company's remuneration policy.
Specifically with respect to the variable remuneration, the assessment of the performance targets is discussed and analysed in a meeting of the remuneration and nomination committee. The variable remuneration can only be granted if the performance targets were met during the reference period. The extent to which the annual targets are met is assessed at least once a year, usually within two months after the end of the financial year. The extent to which the financial criteria were met is checked after the closure of the financial year on the basis of the accounting and financial data that are analysed in the audit committee. The assessment of the nonfinancial criteria is done by the remuneration and nomination committee on the basis of a reasoned proposal of either the chairperson of the board of directors (if it concerns the performance of the CEO) or the CEO in consultation with the chairperson of the board of directors (if it concerns the performance of the other members of the management committee). The remuneration and nomination committee subsequently presents their advice and proposal for remuneration to the board of directors. The board of directors grants the variable remuneration to every member of the management committee who qualifies on the basis of the result achieved.
10 See footnote 7.
their importance. Their relative importance and the amount paid depending on the extent to which they are reached are determined by the board of directors based on the proposal of the remuneration and nomination committee. These targets are determined at the time at which the budget is prepared and take into account this budget, so that they are in line with the company's strategy.
The percentage of the short-term variable remuneration can vary between 0% and 35% of the annual fixed remuneration (if 100% of the targets are reached).
At the request of the CEO, the board of directors can decide on the form of this short-term variable remuneration (e.g. individual pension benefit (type "defined contribution)).
The purpose of the long-term variable remuneration (LTI) is to align the CEO's interests with those of the shareholders and to encourage the CEO to have a long-term vision.
The criteria for the long-term variable remuneration include the company's strategy, the evolution of the ESG targets and of the dividends over several years, as well as personal targets to support this multi-annual perspective.
The percentage of the long-term variable remuneration can vary between 0% and 35% of the annual fixed remuneration (if 100% of the targets are reached).
The CEO benefits from an incapacity insurance or disability insurance.
In addition, the CEO receives a compensation for the normal and justified expenses and costs, of which he can prove that they were incurred within the context of his assignment. The company provides a laptop computer and a smartphone, but not a company car.
These other benefits combined represent maximally 10% of the annual fixed remuneration of the CEO.
In addition, an exceptional bonus can be granted to the CEO for non-recurring and exceptional performances if suggested by the remuneration and nomination committee and subject to the consent of the board of directors. This bonus does not have any impact on the possible granting of a variable remuneration for the same financial year. This bonus has to correspond to the general view of the board of directors on the remuneration policy, as explained under section II above. The exceptional bonus, as the case may be, represents maximally 35% of the annual fixed remuneration of the CEO.
The agreement relating to the CEO provides for a notice period of eighteen months in case of termination of the agreement by Retail Estates. Any termination compensation to be paid if the company waives performance during the notice period shall be calculated in accordance with the fixed remuneration (including the annual premiums for the individual pension benefit (type "defined contribution")). The notice period was approved by the board of directors in accordance with the legal provisions and upon the advice of the remuneration and nomination committee, taking into account the CEO's contribution to the company's growth since the initial public offering in March 1998.
If the CEO terminates the agreement, the notice period is six months.
If the CEO is unable to perform his duties because of incapacity for work (illness or accident), Retail Estates shall continue to pay him the fixed portion of his remuneration for a period of two months from the first day of incapacity for work. Subsequently, he will receive a disability benefit from an insurance company, equalling 75% of the fixed remuneration (see section 2.1.3 above).
The agreement with the CEO provides for the right for the company to recover all or part of the
The CEO holds a mandate of executive director and is also a member of the management committee and charged with the company's daily management. In addition, the CEO is the effective manager of the company in accordance with the provisions of article 14, § 3 of the BE-REIT Act.
The mandate of the CEO in his capacity of executive director is not remunerated.
The fixed remuneration of the CEO is determined on the basis of his responsibilities and individual competences and skills, in addition to the experience in several fields (commercial, real estate-technical, legal, fiscal, financial, accounting and general policy).
The fixed remuneration is not determined on the basis of the operations and transactions performed by the company or its perimeter companies (article 35, §1 of the BE-REIT Act).
The fixed annual compensation is paid in twelve monthly instalments.
Any adjustments to the fixed remuneration are discussed every year by the remuneration and nomination committee, which presents a proposal to the board of directors. The board of directors subsequently takes a decision with respect to the fixed remuneration, respecting the rules relating to conflicts of interests.
At the request of the CEO the board of directors can decide to grant the fixed remuneration (partially) in the form of an individual pension benefit (type "defined contribution").
The fixed remuneration of the CEO is adjusted to the health index annually.
The variable remuneration granted to the CEO under the conditions to be determined by the board of directors based on the proposal of the remuneration and nomination committee is determined on the basis of the extent to which previously determined annual targets, which are of a qualitative as well as of a quantitative nature, are met and on the basis of exceptional performances, if any, related to the above-mentioned targets and delivered in the course of the financial year. The annual targets can take into account the targets that have a positive influence on the company in the short term (STI) as well as those that have a positive influence in the long term (LTI). The targets are in line with the company's strategy.
A variable remuneration can only be granted if (a) the criteria for the granting of that variable remuneration or the part of the variable remuneration that depends on the results exclusively relate to the consolidated net result of the company, to the exclusion of all variations of the fair value of the assets and the hedging instruments and (b) no remuneration is granted on the basis of a specific operation or transaction of the company or its perimeter companies11 (see article 35, §1 BE-REIT Act).
The board of directors avoids setting criteria that may incite the CEO to give preference to shortterm targets that may influence the variable remuneration but may have a negative influence on the company in the medium and long term.
The amount of the short-term variable remuneration (STI) is determined on the basis of the actual achievement of quantitative and qualitative targets in the short term.
These quantitative targets comprise (to the extent that is allowed under the applicable law) the occupancy rate, the rental income, the operating margin, the completion of specific projects, ESG targets and investment and divestment targets. The qualitative targets may vary from one year to another depending on the priorities set with personnel management, external communication, leadership and other initiatives.
The targets are set and weighed depending on
11 See footnote 9.
by the board of directors and assessed based on the proposal of the remuneration and nomination committee.
These quantitative targets comprise the occupancy rate, the growth, ESG targets, the operating margin and (to the extent allowed under the applicable legislation) special/exceptional projects. The qualitative targets may vary from one year to another depending on the priorities set at the time of the preparation of the budget and include the usual fields, such as efficient and sustainable projects, leadership and other initiatives.
The targets are set and weighed depending on their importance. Their relative importance and the amount paid depending on the extent to which they are achieved are determined by the board of directors based on the proposal of the remuneration and nomination committee. These targets are determined at the time at which the budget is prepared and take into account this budget, so that they are in line with the company's strategy.
The percentage of the variable remuneration in the short term can vary between 0% and 35% of the annual fixed remuneration (if 100% of the targets are reached).
At the request of the relevant member of the management committee, the board of directors can decide on the form of this short-term variable remuneration (e.g. individual pension benefit (type "defined contribution)).
The purpose of the long-term variable remuneration (LTI) is to align the interests of the other members of the management committee with those of the shareholders and to encourage the management committee and its individual members to have a long-term vision.
The criteria for the long-term variable remuneration include the company's strategy, the evolution of the ESG targets and of the dividends over several years, as well as personal targets to support this multi-annual perspective.
The percentage of the long-term variable remuneration can vary between 0% and 35% of the annual fixed remuneration (if 100% of the targets are reached).
The other members of the management committee benefit from an incapacity or disability insurance, an orphan's pension and a hospitalisation insurance, in addition to the reimbursement of representation expenses.
In addition, a smartphone and a laptop computer and/or a tablet are provided, as well as a company car in some cases. The company may pay the costs of a company car, or they may be included in the fixed remuneration of the member of the management committee.This is decided in consultation with the member of the management committee.
variable remuneration during a period of one year after its payment if it appears that the payment was made on the basis of inaccurate information about the achievement of the targets on which the targets were based or about the circumstances on which payment of the variable remuneration depended and that this inaccurate information was due to fraud by the CEO.
2.2 The other members of the management committee The remuneration of the other members of the management committee consists of the following components:
The fixed remuneration of the other members of the management committee is determined on the basis of their responsibilities and individual competences and skills, in addition to the experience in several fields that are relevant for each of their individual responsibilities (commercial, real estate-technical, legal, fiscal, financial, accounting and general policy).
The fixed remuneration is not determined on the basis of the operations and transactions performed by the company or its perimeter companies (article 35, §1 of the BE-REIT Act).
The fixed annual compensation is paid in twelve monthly instalments.
Any adjustments to the fixed remuneration are discussed every year by the remuneration and nomination committee, which presents a proposal to the board of directors. The board of directors subsequently takes a decision with respect to the fixed remuneration of the members of the management committee, respecting the rules relating to conflicts of interests.
At the request of the individual members of the management committee, the board of directors can decide to grant the fixed remuneration (partially) in the form of an individual pension benefit (type "defined contribution").
The fixed remuneration of the other members of the management committee is adjusted to the health index annually.
The variable remuneration granted to the other members of the management committee under the conditions to be determined by the board of directors based on the proposal of the remuneration and nomination committee is determined on the basis of the extent to which previously determined annual targets, which are of a qualitative as well as of a quantitative nature, are met and on the basis of exceptional performances, if any, related to the above-mentioned annual targets and delivered in the course of the financial year. The annual targets take into account the targets that have a positive influence on the company in the short term (STI) as well as those that have a positive influence in the long term (LTI). The targets are in line with the company's strategy.
A variable remuneration can only be granted if (a) the criteria for the granting of that variable remuneration or the part of the variable remuneration that depends on the results exclusively relate to the consolidated net result of the company, to the exclusion of all variations of the fair value of the assets and the hedging instruments and (b) the variable remuneration is not granted on the basis of a specific operation or transaction of the company or its perimeter companies (see article 35, §1 BE-REIT Act).
The board of directors avoids setting criteria that may incite the members of the management committee to give preference to short-term targets that may influence their variable remuneration but may have a negative influence on the company in the medium and long term. In this context, special attention is paid to the ESG targets.
The amount of the short-term variable remuneration (STI) is determined on the basis of the actual achievement of quantitative and qualitative targets in the short term, which are set annually
As is the case for the directors and the members of the management committee, there is currently no share (option) scheme for the benefit of the staff.
The company can temporarily deviate from the remuneration policy, provided that the deviation is justified by exceptional circumstances and only if the deviation is necessary to serve the long-term interests and the sustainability of the company as a whole or guarantee its viability.
The following procedure must be followed in order to implement a deviation:
The board of directors will include the temporary deviation in the remuneration report.
This remuneration policy is submitted for approval for the first time to the annual general meeting of July 2021.
There are no material deviations from the existing remuneration practices implemented in the company in the past.
In addition, the other members of the management committee receive a compensation for the normal and justified expenses and costs, of which they can prove that they were incurred within the context of their assignment.
These other benefits represent maximally 10% of the annual fixed remuneration of the individual members of the management committee.
In addition, an exceptional bonus can be granted to a member of the management committee for non-recurring and exceptional performances if suggested by the remuneration and nomination committee and subject to the consent of the board of directors. This bonus does not have any impact on the possible granting of a variable remuneration for the same financial year. This bonus has to correspond to the general view of the board of directors on the remuneration policy, as explained under section II above. The exceptional bonus, as the case may be, represents maximally 35% of the annual fixed remuneration of the individual members of the management committee.
The agreements with the other members of the management committee, who all have the status of self-employed people, are open-ended agreements and provide for a notice period of 12 months. In the agreement with the CFO, the notice period is 18 months if the company terminates the agreement less than six months following the successful conclusion of a (hostile) takeover.
In case of termination of the agreement on the initiative of the company without observing a notice period, save in the event that no notice period or compensation is required according to the agreement, the member concerned is contractually entitled to a compensation for the termination of the agreement, which equals the remuneration to which the member concerned would have been entitled during the notice period that should have been observed.
There are no special provisions for the recovery of variable remuneration. However, the provisions of civil law relating to undue payments are in full force and effect.
JAARVERSLAG 2020 - 2021
ANNUAL REPORT 2020 - 2021
This remuneration report was drawn up by the remuneration and nomination committee and approved by the board of directors pursuant to article 3:6 §3 of the Belgian Code of Companies and Associations and the 2020 Corporate Governance Code and is part of the Corporate Governance Statement.
The report gives an overview of the main principles of the remuneration policy and its application by the group during the 2020-2021 financial year (from 1 April 2020 to 31 March 2021) to the remuneration of the directors and the members of the management committee (including the executive directors (the CEO, Jan De Nys, and the CFO, Kara De Smet, who together assume the effective management of the company and its subsidiaries), the CIO and the CLO).12 Retail Estates also drew up a detailed remuneration policy in accordance with article 7:89/1 CCA, which will be submitted for the approval of the annual general meeting of 19 July 2021.
This remuneration report will be presented to the annual general meeting of 19 July 2021, which will take a decision with respect to this remuneration report by means of a separate advisory vote in accordance with article 7:149 CCA. The new remuneration policy that will be submitted for approval to the general meeting does not fundamentally or materially change the current policy but principally aims at incorporating the existing practices in the field of remuneration into a detailed policy that takes into account the recent regulations of the CCA and the 2020 Corporate Governance Code.
Obviously, the 2020-2021 financial year was marked by the COVID-19 pandemic and all challenges resulting from it. During this crisis, the retail sectors was particularly impacted by the compulsory closures imposed by the government, both in Belgium and in the Netherlands. This has had an impact on the financial core figures of the company. Nevertheless, the Retail Estates team has succeeded in guiding the company through this crisis in an efficient manner, keeping the vacancy rate under control and maintaining the dividend forecasts. The two periods of compulsory closure were handled by the management without significant disputes with the tenants. These exceptional circumstances have had an impact on the way in which the remuneration and nomination committee as well as the board of directors assessed the performance targets of the members of the management committee.
The non-executive directors (with the exception of the chairperson of the board of directors) receive a fixed annual remuneration of € 6,000 on the one hand and an attendance fee of € 1,500 for their participation in each of the meetings of the board of directors and the committee(s). Neither the fixed remunerations nor the attendance fees are granted on the basis of the results of the company. They therefore qualify as fixed remunerations that are not performance-based.
The fixed remuneration of the chairman, Mr Paul Borghgraef, was set at € 60,000 in view of his regular attendance and involvement and given the fact that he is the daily interlocutor and sounding board of the managing director between board meetings.
Non-executive directors do not receive variable performance-related remunerations such as
12 In order to enable the comparison with the remuneration that was the subject matter of the previous annual reports, this remuneration report describes the annual variable remuneration that relates to performances during the 2020-2021 financial year, even if this variable remuneration is only granted and only becomes due during the 2021- 2022 financial year. The annual variable remuneration relating to the performance during the 2019-2020 financial year, which was granted or payable during the 2020-2021 financial year, was reported in the annual report relating to the 2019-2020 financial year.
portfolio of out-of-town retail properties and the daily management of a listed company. The fixed remuneration is indexed annually on 1 April.
The CEO does not receive a remuneration related to shares (shares, share options or other rights to acquire shares).
Except for the above-mentioned remuneration, Mr. Jan De Nys does not receive a separate remuneration for the exercise of his mandate as executive director.
2.2. The remuneration of the other members of the management committee
The remuneration of the other members of the management committee comprises the following elements:
bonuses or stock-related long-term incentive schemes, nor any fringe benefits or benefits linked to pension schemes.
No agreement was concluded with the nonexecutive directors, so that they can be dismissed at any time without any compensation.
In certain cases the non-executive directors may be granted an expense allowance for expenses relating to on-site visits prior to a meeting of the board of directors, which will decide on investments or divestments.
The company has taken out an insurance policy to cover the liability of its directors.
The table below provided an overview of the total remuneration of the non-executive directors:
| Annual fixed remuneration (EUR) |
Attendance at board of directors' meetings |
Attendance at remuneration and nomination committee meetings |
Attendance at audit committee meetings |
Fixed remuneration - according to attendance (EUR) |
TOTAL (EUR) |
|
|---|---|---|---|---|---|---|
| Paul Borghraef | 60 000 | 4/4 | 0 | 60 000 | ||
| René Annaert | 6 000 | 4/4 | 2/2 | 1/1 | 10 500 | 16 500 |
| Christophe Demain | 6 000 | 4/4 | 6 000 | 12 000 | ||
| Stijn Elebaut | 6 000 | 4/4 | 6 000 | 12 000 | ||
| Vic Ragoen | 6 000 | 4/4 | 1/1 | 7 500 | 13 500 | |
| Jean Sterbelle | 6 000 | 4/4 | 6 000 | 12 000 | ||
| Leen Van den Neste | 6 000 | 4/4 | 2/2 | 1/1 | 10 500 | 16 500 |
| Herlinda Wouters | 6 000 | 4/4 | 6 000 | 12 000 | ||
| Ann Gaeremynck | 6 000 | 4/4 | 2/2 | 1/1 | 10 500 | 16 500 |
| Michel Van Geyte2 | 0 | 4/4 | 0 | 0 | ||
| TOTAL remuneration | ||||||
| directors | 108 000 | 63 000 | 171 000 |
2 Mr. Van Geyte receives, at his request, no remuneration in his capacity as director of Retail Estates
The management committee has the following members:
Mr Jan De Nys has held the position of CEO since the initial public offering of Retail Estates NV in March 1998.
The remuneration of the CEO, who holds his office in a personal capacity as an independent manager, consists of the following components:
– The amount of the fixed remuneration of the CEO takes into account his experience and track record in establishing and developing the company. It is also based on the experience he gained in the retail environment in Belgium and abroad as well as on his commercial, legal and financial knowledge, which is necessary for the development of a
13 The executive directors do not receive a remuneration for the exercise of their mandate as directors, but only for the exercise of their mandate as members of the management committee.
meeting. There are no special provisions for the recovery of variable remuneration. The provisions of civil law relating to undue payments are in full force and effect.
The maximum target amount of the annual variable remuneration for the 2020-2021 financial year was determined as follows: the remuneration table, equals the remuneration approved by the board of directors on the basis of the advice of the remuneration and nomination committee in February 2020.
2.4.2. Table with comments with respect to the performance of the members of the management committee The fixed remuneration of the members of the management committee for 2020, as stated in
– For the other members of the management committee: € 120,000 The variable remuneration is paid annually in July after approval of the annual accounts and the remuneration report by the annual shareholders' The maximum annual variable remuneration based on short-term quantitative performance targets equals 35% of the annual fixed remuneration, in accordance with the existing remuneration practices, always provided that 100% of the performance targets are achieved.
The performance thresholds and limits used for these criteria vary between 0% and 100%.
The quantitative performance targets are linked to the financial performance of the company, in particular at least each of the following criteria: EPS, portfolio growth, occupancy rate. With respect to the qualitative performance targets:
| Name | Performance target | Relative weight | Measured performance against target | |||||
|---|---|---|---|---|---|---|---|---|
| Jan De Nys | Quantitative | 85% | 88.23% | |||||
| EPS | 25% | 60.00% | ||||||
| Collection/occupancy rate | 25% | 100.00% | ||||||
| Project development per year | 25% | 100.00% | ||||||
| Divestment and investment targets | 10% | 100.00% | ||||||
| Qualitative | 15% | 100.00% | ||||||
| Staff/shareholders communi-cation and communication with board of directors/chairperson |
15% | 100.00% | ||||||
| Other members of the management committee | CFO | CIO | CLO | CFO | CIO | CLO | ||
| Quantitative | 0% | 65% | 0% | / | 100% | / | ||
| EPS | 0% | 25% | 0% | / | 80% | / | ||
| Occupancy rate | 0% | 0% | 0% | / | / | / | ||
| Project development per year | 0% | 25% | 0% | / | 100% | / | ||
| Implementation of in | ||||||||
| vestment targets | 0% | 15% | 0% | 133% | / | |||
| Short term - qualitative | 100% | 35% | 100% | 100% | 100% | 100% | ||
| Management skills | 60% | 35% | 50% | 100% | 100% | 100% | ||
| Other | 40% | 0% | 50% | 100% | 100% | 100% |
| Performance target | Relative weight | Measured performance against target | ||||
|---|---|---|---|---|---|---|
| Quantitative | 85% | 88.23% | ||||
| EPS | 25% | 60.00% | ||||
| Collection/occupancy rate | 25% | 100.00% | ||||
| Project development per year | 25% | 100.00% | ||||
| Divestment and investment targets | 10% | 100.00% | ||||
| Qualitative | 15% | 100.00% | ||||
| Staff/shareholders communi-cation and communication with board of directors/chairperson |
15% | 100.00% | ||||
| Other members of the management committee | CFO | CIO | CLO | CFO | CIO | CLO |
| Quantitative | 0% | 65% | 0% | / | 100% | / |
| EPS | 0% | 25% | 0% | / | 80% | / |
| Occupancy rate | 0% | 0% | 0% | / | / | / |
| Project development per year | 0% | 25% | 0% | / | 100% | / |
| Implementation of in | ||||||
| vestment targets | 0% | 15% | 0% | 133% | / | |
| Short term - qualitative | 100% | 35% | 100% | 100% | 100% | 100% |
| Management skills | 60% | 35% | 50% | 100% | 100% | 100% |
| Other | 40% | 0% | 50% | 100% | 100% | 100% |
The severance payments are described in the remuneration policy.
In the course of the 2020-2021 financial year, no board members nor any members of the management committee left the company.
Therefore, no severance payments were made during the 2020-2021 financial year, neither to the directors nor to the members of the management committee.
The remuneration for the members of the management committee was determined as follows during the 2020-2021 financial year:
| 2020-2021 (in € 000) | Fixed fee - basis | Variable cash compensation |
Pension cost | Other components of |
the remuneration Exceptional items | Fixed / variable remuneration ratio |
|---|---|---|---|---|---|---|
| Jan De Nys - managing director |
297 | 72 | 119 | 5 | 0 | 17.35% |
| Other members of the management committee |
734 | 120 | 37 | 11 | 0 | 15.56% |
| TOTAL | 1 031 | 192 | 156 | 16 | 0 | 16.19% |
The variable remuneration of the CEO is linked to the achievement of a number of qualitative and quantitative criteria relating to the following aspects for the 2020-2021 financial year:
– Profits per share (weighting of 25%):
EPRA profits per share excluding all changes in fair value of the assets and interest rate hedging instruments and the results achieved on the realisation of assets;
The weighting of the variable remuneration of the CFO is based on a number of qualitative criteria: staff, team development and continued growth (10%), shareholders (communication and investor relations) (25%), communication of relevant information and preparation of board meetings, chairperson and audit committee (25%), representation of interest groups (10%), project for new integrated technology solution – targets (10%), ICT coordination (10%) and investment analysis (10%).
The weighting of the variable remuneration for the CIO is based on quantitative and qualitative criteria: EPRA profit per share excluding all changes in fair value of the assets and interest rate hedging instruments and the results achieved on the realisation of assets (25%); project development per year (completion (term, budget) (25%); added value (investment value – cost) (15%); a number of management skills (35%): staff, team development: continued growth, streamlining of reporting on project development, minor maintenance, major maintenance.
The weighting of the variable remuneration for the CLO is based on a number of qualitative criteria:
CERTIFICATION OF THE ACCOUNTS A statutory auditor appointed by the shareholders' meeting has to:
The statutory auditor is PwC Bedrijfsrevisoren, 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 23 July 2018, the statutory auditor was appointed for a three-year term.
The statutory auditor's fixed fee for reviewing and certifying the statutory and consolidated annual accounts of Retail Estates nv and its subsidiaries is € 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 € 0.03 million (excluding VAT). No fees relating to studies and assistance (for example on taxation matters and due diligence assignments) were paid in the past financial year.
In accordance with the BE-REIT legislation, Retail Estates nv calls upon experts for the regular valuations of its assets each time when it issues shares, lists securities on the stock market or purchases unlisted shares and when it purchases or sells real estate. These valuations are necessary to determine the inventory value and to prepare the annual accounts. The fees for the real estate experts depend on the surface area to be taxed and are in no way based on the results of the valuation.
The valuation assignments for the Belgian portfolio were entrusted to Cushman & Wakefield (Kunstlaan 56, 1000 Brussels), represented by Mr Ardalan Azari, to CBRE nv (Avenue Lloyd George 7, 1000 Brussels), represented by Mr Kevin Van De Velde, and to Stadim cvba (Uitbreidingsstraat 10-16, 2600 Antwerp), represented by Ms Elke De Wael and Mr Nicolas Janssens.
During the past financial year, a fee of € 0.34 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 € 0.38 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 regular valuations of a part of the properties in the real estate portfolio and the initial valuations of real estate purchases amounts to € 0,01 million (including VAT) on an annual basis.
In the course of the 2020-2021 financial year, no rights to recover remunerations were asserted (on the basis of the Belgian Civil Code, as no contractual rights to recover remunerations have been provided for the 2020-2021 financial year.
On 19 July 2021, the proposal will be submitted to the ordinary general meeting of Retail Estates to approve a remuneration policy so as to align the existing practices with the new provisions of article 7:89/1 CCA and the 2020 Code.
This remuneration policy will apply as from 1 April 2021. The policy that is submitted for approval to the general meeting does not fundamentally or materially change the existing policy. Moreover, no material deviations from the practices applied until 31 March 2021 were detected in the 2020-2021 financial year.
| 2020 vs | 2019 vs | 2018 vs | 2017 vs | 2016 vs | |
|---|---|---|---|---|---|
| 2019 | 2018 | 2017 | 2016 | 2015 | |
| Remuneration Chairman of the Board of Directors | 0% | 0% | 0% | 0% | 0% |
| Total renumeration of directors – annual evolution in %1 | / | / | / | / | / |
| Renumeration Jan de Nys – CEO – annual evolution in % | 0% | 20,55% | 1,27% | 0,51% | 14,96% |
| Total renumeration of other members of the management | |||||
| committee (excl. CEO) – annual evolution in %2 | 13,12% | / | / | / | / |
| Performance of Retail Estates | |||||
| EPRA EPS – annual evolution in % | -11,21% | 3,51% | 5,46% | 16,86% | 3,78% |
| Portfolio growth – annual evolution in % | 3,34% | 8,64% | 13,36% | 25,95% | 7,05% |
| Occupancy rate – annual evolution in % | -0,87% | -0,37% | 0,17% | -0,02% | -0,09% |
| Average remuneration of the employees | |||||
| (in FTE) – annual evolution in %3 | 4,85% | 0,54% | 2,75% | / | / |
| Ratio highest remuneration of a member of the management | |||||
| committee/lowest remuneration of the employees (in FTE)4 | 8,81 |
The remuneration of the directors has remained unchanged over the past years and amounts to EUR 6,000 fixed remuneration and EUR 1,500 per session.
The formal executive committee was established on April 1, 2017 and works with the current staffing since November 2018. For that reason, there is no reporting for the financial years 2019-2018 and older
Is calculated as the total personnel costs ("cost to the company") divided by the total number of employees in FTE. The comparison starts in 2017, the year Retail Estates Nederland NV was included in the consolidation scope
The highest remuneration is that of the CEO. The lowest remuneration is determined on the basis of the total personnel costs of the employee concerned.
The remuneration report was approved with 97.01% of the votes at the previous annual general meeting.
The Company did not check this information independently. Furthermore, market information is subject to change and cannot always be verified with complete certainty due to limits on the availability and reliability of the data on which the information is based, due to the voluntary contribution to the collection of data and due to other limitations and uncertainties inherent in any statistical study of market information. One should therefore be aware that information relating to the market, market shares, classifications and sector data, as well as estimates and assumptions based on such information, may not be accurate.
The other parties involved agreed that the information mentioned in this chapter will be incorporated into the annual report.
In accordance with the principles and values of the company, Retail Estates nv has included rules in its Dealing Code that must be observed by the directors and appointed persons who want to trade in financial instruments issued by Retail Estates nv.
The Dealing Code is an integral part of the company's Corporate Governance Charter and was drawn up in line with the applicable regulations and legislation, 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) and the Act of 2 August 2002 on the supervision of the financial sector and on financial services.
The real estate of Immobilière Distri-Land nv is valued by Cushman & Wakefield 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.
The valuation assignments for the Dutch portfolio were entrusted to Cushman & Wakefield (Gustav Mahlerlaan 362-364, 1082 ME Amsterdam), represented by Mr Hannes De Bruijn, to CBRE (Gustav Mahlerlaan 405, box 7971, 1008 AD Amsterdam), represented by Mr Geert Wesselink, and to Colliers (Stadionplein 14, 1076 CM Amsterdam), represented by Mr Marco van der Wal.
During the past financial year, a fee of € 0.23 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 € 0.02 million (including VAT) were paid to CBRE for the regular valuation of part of the real estate portfolio and initial valuations of real estate purchases. Fees of € 0.01 million (including VAT) were paid to Colliers for the regular valuation of part of the real estate portfolio and initial valuations of real estate purchases.
Unless stated otherwise in the annual report, all information about the market, market shares, classifications, sector data and all other information in this annual report is based on reports drawn up by sector-related sources, published information, reports drawn up by the statutory auditor of the real estate experts, or on the estimates of the Company, which considers this information to be reasonable. If information originates from independent sources, the annual report refers to these independent sources. The information provided by third parties has been reproduced correctly and, to the best of the Company's knowledge or as far as the Company could determine on the basis of the information published by the third party concerned, no facts have been omitted causing the information represented to be incorrect or misleading.
" 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. "
CAPITAL STRUCTURE (ON 31 MARCH 2021) The registered capital amounts to € 284,984,601.97 and is divided into 12,665,763 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
the transferability of the shares.
Retail Estates nv has no stock option plan.
The extraordinary general meetings of 23 July 2018 and 23 December 2019 expressly authorised the board of directors to increase the share capital in one or more instalments up to a maximum amount of:
subscription right or the irreducible allocation right by the shareholders of the Company, on the understanding that the board of directors will only be authorised to increase the capital in accordance with this item (c) if and to the extent that the aggregate amount of the capital increases that took place in accordance with this paragraph over a period of 12 months does not exceed 10% of the amount of the capital at the moment on which the decision to increase the capital was taken. On the date of this report this authorisation (c) has not yet been exercise, or
(d) two hundred and fifty-six million two hundred and twenty-five thousand two hundred and seventy-eight euro and ninety-eight eurocents (€ 256,225,278.98) for all types of capital increase, on the understanding that within the context of this authorisation, the share capital can never be increased to exceed the maximum amount of (€ 256,225,278.98) during the period for which the authorisation was granted. Following the capital increases of 26 September 2018 (€ 787,513.64), 1 April 2019 (€ 1,530,026.49), 26 June 2019 (€ 16,875,292.20) and 22 July 2019 (€ 1,187,075.56), the balance of the authorised capital that is the subject of this authorisation (d) is € 235,845,371.09 on the date of publication of this report.
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 Official Gazette of the amendment to the articles of association, adopted by the extraordinary shareholders' meeting of 23 July 2018.
The company does not own any of its own shares. The extraordinary shareholders' meeting of 23 July 2018 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 board of directors is authorised to decide that the company can acquire, pledge and transfer its
These data are not required by the legislation on Belgian REITs and are provided by way of information only. The statutory auditor considered whether the ratios "EPRA Earnings", "EPRA NRV", "EPRA NTA", "EPRA NDV", "EPRA NAV" and "EPRA NNNAV" were calculated according to the definitions 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. The purpose of the "EPRA Best Practices Recommendations" is to publish a few key performance indicators in a transparent manner, making it possible for stakeholders to compare the different European listed real estate companies.
In October 2019 EPRA published an update of the Best Practice Recommendations for financial disclosures of listed real estate companies. These adjusted benchmarks are applicable to financial years commencing on or after 1 January 2020. EPRA NAV and EPRA NNNAV are replaced by three new Net Asset Valuation indicators, namely EPRA NRV (Net Reinstatement Value), EPRA NTA (Net Tangible Assets) and EPRA NDV (Net Disposal Value). For Retail Estates the EPRA NTA largely corresponds to the "old" EPRA NAV.
This annual report will include both the old and the new indicators. In following publications, only the new benchmarks will be used.
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 years as from the publication in the Annexes to the Belgian Official Gazette of the authority granted by the extraordinary shareholders' meeting of 23 July 2018, 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 years following the extraordinary shareholders' meeting of 23 July 2018, 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 85% of the closing market price on the day preceding the date of the transaction (acquisition, sale or pledge) and may not exceed 115% of the closing market price on the day preceding the date of the transaction, subject to the requirement that the company may not, at any time, hold more than 20% of the total issued shares.
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 Code of Companies, the Belgian Code of Companies and Associations and the BE-REIT legislation) and in the articles of association of Retail Estates nv.
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 maintaining a maximum debt level of 60% (lower than the legal threshold of 65%).
The articles of association of Retail Estates nv have been included in the Permanent Document chapter of this annual report. They were revised for the last time on the occasion of the extraordinary general meeting of 20 August 2020
" With respect to the 2019-2020 annual report, Retail Estates was awarded the "most improved trophy" for its sustainability report by EPRA and also receive the sBPR label "bronze". "
JAARVERSLAG 2020 - 2021
ANNUAL REPORT 2020 - 2021
| 31.03.2021 | 31.03.2020 | |||||
|---|---|---|---|---|---|---|
| Definitions | Purpose | EUR/1000 | EUR | per share EUR/1000 | EUR per share |
|
| EPRA earnings | Current result from adjusted core operational activities. |
A key measure of a company's underlying operating results from its property rental business and an indicator of the extent to which current dividend payments are supported by core activity earnings. |
62 908 | 4.97 | 69 199 | 5.60 |
| EPRA NET REINSTATEMENT VALUE* |
Assumes that entities never sell assets and aims to represent the value required to rebuild the entity. The EPRA NAV set of metrics |
903 837 | 71.36 883 674 | 69.96 | ||
| EPRA NET TANGIBLE ASSETS VALUE* |
Assumes that entities buy and sell assets, thereby crystallising certain levels of unavoidable deferred tax. |
make adjustments to the NAV per the IFRS financial statements to provide stakeholders with the most |
829 935 | 65.53 824 389 | 65.27 | |
| EPRA NET DISPOSAL VALUE* |
Represents the shareholders' value under a disposal scenario, where deferred tax, financial instruments and certain other adjustments are calculated to the full extent of their liability, net of any resulting tax. |
relevant information on the fair value of the assets and liabilities of a real estate investment company, under different scenarios. |
772 670 | 61.00 794 658 | 62.92 | |
| EPRA NAV** | Net Asset Value (NAV) adjusted to take the fair value of the property investments into account and excluding certain elements not expected to crystallise in a long-term investment property business model. |
Makes adjustments to IFRS NAV to provide stakeholders with the most relevant information on the current fair value of the assets and liabilities within a true real estate investment company with a long-term investment strategy. |
833 901 | 65.84 827 944 | 65.55 | |
| EPRA NNNAV** | EPRA NAV adjusted to take the fair value of (i) the financial instruments, (ii) the debts and (iii) the deferred taxes into account. |
Makes adjustments to EPRA NAV to provide stakeholders with the most relevant information on the current fair value of the assets and liabilities. |
775 083 | 61.20 796 311 | 63.05 |
| 31.03.2021 | 31.03.2020 | |||
|---|---|---|---|---|
| Definitions | Purpose | % | % | |
| EPRA Net Initial Yield (NIY) |
Annualised gross rental income based on current rents ('passing 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. |
This measure makes it possible for investors to compare valuations of portfolios within Europe |
6.50% | 6.57% |
| EPRA topped-up Net Initial Yield (topped-up NIY) |
This measure incorporates an adjustment to the EPRA NIY in respect of the expiration of the rent-free periods or other unexpired lease incentives as step up rents. |
This measure, taking into account rent-free periods and tenant incentives, makes it possible for investors to compare valuations of portfolios within Europe |
6.50% | 6.57% |
| EPRA Vacancy | Estimated market Rental Value (ERV) of vacant surfaces divided by the ERV of the portfolio as a whole. |
Shows the vacancy rate based on ERV in a clear way. |
2.70% | 1.80% |
| EPRA Cost Ratio (incl. vacancy costs) |
EPRA costs (including vacancy costs) divided by the gross rental income less ground rent costs |
A key measure to enable meaningful measurement of the changes in a company's operating costs. |
14.79% | 13.83% |
| EPRA Cost Ratio (excl. vacancy costs) |
EPRA Costs (excluding vacancy costs) divided by the gross rental income less ground rent costs |
A key measure to enable meaningful measurement of the changes in a company's operating costs. |
14.33% | 13.30% |
* Net Asset Value (NAV) adjusted in accordance with the Best Practice Recommendations (BPR) Guidelines that EPRA published in October 2019 for application from January 1, 2020
**Following the publication of EPRA in October 2019, this BPR was replaced by EPRA NRV, EPRA NTA and EPRA NDV
| 31.03.2021 | 31.03.2020 | |
|---|---|---|
| EPRA earnings | EUR/1000 61 436 -5 963 992 825 2 674 62 908 |
EUR/1000 |
| IFRS Net Result (attributable to the shareholders of the parent company) | 58 098 | |
| Adjustments to calculate EPRA earnings | ||
| To exclude: | ||
| Changes in fair value of investment properties | -5 183 | |
| Other result on portfolio | -298 | |
| Result on disposal of investment properties | 597 | |
| Changes in the fair value of financial assets and liabilities | -6 216 | |
| Adaptations to minority interests | ||
| EPRA earnings (attributable to the shareholders of the parent company) | 69 199 | |
| Diluted EPRA earnings (in €) | ||
| EPRA earnings (EUR/share) (attributable to the | ||
| shareholders of the parent company) | 4.97 | 5.60 |
| Diluted EPRA earnings per share (in €) | ||
| 31.03.2021 | 31.03.2020 | |||||||
|---|---|---|---|---|---|---|---|---|
| EPRA NAV EPRA NRV EPRA NTA EPRA NDV EPRA NAV EPRA NRV EPRA NTA EPRA NDV | ||||||||
| EPRA Net Asset Values | EUR/1000 EUR/1000 EUR/1000 EUR/1000 EUR/1000 EUR/1000 EUR/1000 EUR/1000 |
| Net Asset Value (attributable to the | ||||||||
|---|---|---|---|---|---|---|---|---|
| shareholders of the parent company) | ||||||||
| according to the annual accounts | 808 223 808 223 808 223 808 223 | 798 987 | 798 987 | 798 987 | 798 987 | |||
| Net Assets (EUR/share) (attributable to the shareholders of the parent company) |
63.81 | 63.81 | 63.81 | 63.81 | 63.26 | 63.26 | 63.26 | 63.26 |
| Diluted net asset value after effect of exercise of options, convertibles and other equity interests |
808 223 | 798 987 | ||||||
| To exclude: | ||||||||
| Fair value of the financial instruments |
-25 678 | -25 678 | -25 678 | / | -28 957 | -28 957 | -28 957 | / |
| Deferred taxes | 2 413 | 2 413 | / | 1 653 | 2 413 | / | ||
| Goodwill as per balance sheet | 0 | 0 | 0 | / | ||||
| Intagible fixed assets | / | / | 1 553 | / | / | / | 1 142 | / |
| To inlude: | ||||||||
| Fair Value of debt at fixed intrest rates |
/ | / | / | -35 553 | / | / | / | -4 328 |
| Revaluation of intagible fixed assets to fair value |
/ | 0 | / | / | 0 | 0 | / | |
| Transfer taxes | / | 72 349 | / | / | 57 383 | / | ||
| EPRA NAV (attributable to the shareholders of the parent company) |
833 901 903 837 829 935 772 670 | 827 944 | 883 674 | 824 389 | 794 658 | |||
| EPRA NAV (EUR/share) (attributable to the shareholders |
||||||||
| of the parent company) | 65.84 | 71.36 | 65.53 | 61.00 | 65.55 | 69.96 | 65.27 | 62.92 |
| EPRA Triple Net Asset Value (attributable to the | |
|---|---|
| 31.03.2021 | 31.03.2020 | ||
|---|---|---|---|
| EPRA Triple Net Asset Value (attributable to the | |||
| shareholders of the parent company) | EUR/1000 | EUR/1000 | |
| EPRA NAV (attributable to the shareholders of the parent company) | 833 901 | 827 944 | |
| To inlude: | |||
| Fair value of the financial instruments | -25 678 | -28 957 | |
| Difference between nominal value and fair value of financial debts | -35 553 | -4 328 | |
| Deferred taxes | 2 413 | 1 653 | |
| EPRA Triple Net Asset Value (attributable to the shareholders of the parent company) |
775 083 | 796 311 | |
| EPRA NNNAV (EUR/share) (attributable to the | |||
| shareholders of the parent company) | 61.20 | 63.05 | |
| EPRA Net Initial Yield | EUR/1000 | EUR/1000 | |
| Investment properties (excluding assets held for sale) fair value | 1 717 245 | 1 661 753 | |
| Transfer taxes | 72 151 | 57 367 | |
| Investment value | 1 789 397 | 1 719 120 | |
| Investment properties under construction | 28 348 | 13 804 | |
| Investment value of the properties, available for rent | B | 1 761 049 | 1 705 316 |
| Annualised gross rental income | 117 126 | 114 372 | |
| Property costs (EPRA) | -2 642 | -2 339 | |
| Rent payable for hired assets and lease costs | -207 | -210 | |
| Recovery of charges and taxes normally payable by tenants on let properties |
10 599 | 12 124 | |
| Charges normally payable by tenants on let properties | -12 167 | -13 505 | |
| Charges and taxes on unlet properties | -867 | -748 | |
| Annualised net rental income | A | 114 483 | 112 033 |
| Notional rent expiration of rent free period or other lease incentives | |||
| Topped-up net annualised rent | C | 114 483 | 112 033 |
| EPRA Net Initial Yield (NIY) | A/B | 6.50% | 6.57% |
| EPRA topped-up Net Initial Yield (topped-up NIY) | C/B | 6.50% | 6.57% |
| 31.03.2021 | 31.03.2020 | ||
| EPRA Vacancy Rate | EUR/1000 | EUR/1000 | |
| Estimated rental value of vacant surfaces | 3 157 | 2 054 | |
| Estimated rental value of total portfolio | 117 126 | 114 372 | |
| EPRA Vacancy Rate | 2.70% | 1.80% |
| 31.03.2021 | 31.03.2020 | ||
|---|---|---|---|
| EPRA Triple Net Asset Value (attributable to the | |||
| shareholders of the parent company) | EUR/1000 | EUR/1000 | |
| EPRA NAV (attributable to the shareholders of the parent company) | 833 901 | 827 944 | |
| To inlude: | |||
| Fair value of the financial instruments | -25 678 | -28 957 | |
| Difference between nominal value and fair value of financial debts | -35 553 | -4 328 | |
| Deferred taxes | 2 413 | 1 653 | |
| EPRA Triple Net Asset Value (attributable to the shareholders of the parent company) |
775 083 | 796 311 | |
| EPRA NNNAV (EUR/share) (attributable to the | |||
| shareholders of the parent company) | 61.20 | 63.05 | |
| EPRA Net Initial Yield | EUR/1000 | EUR/1000 | |
| Investment properties (excluding assets held for sale) fair value | 1 717 245 | 1 661 753 | |
| Transfer taxes | 72 151 | 57 367 | |
| Investment value | 1 789 397 | 1 719 120 | |
| Investment properties under construction | 28 348 | 13 804 | |
| Investment value of the properties, available for rent | B | 1 761 049 | 1 705 316 |
| Annualised gross rental income | 117 126 | 114 372 | |
| Property costs (EPRA) | -2 642 | -2 339 | |
| Rent payable for hired assets and lease costs | -207 | -210 | |
| Recovery of charges and taxes normally payable by tenants on let properties |
10 599 | 12 124 | |
| Charges normally payable by tenants on let properties | -12 167 | -13 505 | |
| Charges and taxes on unlet properties | -867 | -748 | |
| Annualised net rental income | A | 114 483 | 112 033 |
| Notional rent expiration of rent free period or other lease incentives | |||
| Topped-up net annualised rent | C | 114 483 | 112 033 |
| EPRA Net Initial Yield (NIY) | A/B | 6.50% | 6.57% |
| EPRA topped-up Net Initial Yield (topped-up NIY) | C/B | 6.50% | 6.57% |
| 31.03.2021 | 31.03.2020 | ||
| EPRA Vacancy Rate | EUR/1000 | EUR/1000 | |
| Estimated rental value of vacant surfaces | 3 157 | 2 054 | |
| Estimated rental value of total portfolio | 117 126 | 114 372 | |
| EPRA Vacancy Rate | 2.70% | 1.80% |
| EPRA Vacancy Rate |
|---|
| Estimated rental value of total portfolio |
| Estimated rental value of vacant surfaces |
| 85
| 31.03.2021 | 31.03.2020 | ||
|---|---|---|---|
| EPRA Cost Ratio | EUR/1000 | EUR/1000 | |
| Operating corporate costs | 6 123 | 5 593 | |
| Impairments on trade receivables | 2 149 | 247 | |
| Ground rent costs | 207 | 210 | |
| Property costs | 6 877 | 9 052 | |
| Less: Ground rent costs |
-207 | -210 | |
| EPRA costs (incl. vacancy costs) | A | 15 149 | 14 891 |
| Vacancy costs | B | -477 | -564 |
| EPRA costs (excl. vacancy costs) | C | 14 672 | 14 327 |
| Rental income less ground rent costs | D | 102 397 | 107 700 |
| % | % | ||
| EPRA Cost Ratio (incl. vacancy costs) | A/D | 14.79% | 13.83% |
| EPRA Cost Ratio (excl. vacancy costs) | C/D | 14.33% | 13.30% |
| Property related capex (in € 000) | 31/03/21 | 31/03/20 | |
| Acquisitions | 86 585 | 111 370 | |
| Developments (under construction) | 20 706 | 16 267 | |
| Investment properties (Completed developments) | 13 019 | 7 197 | |
| Activated intrest expenses | 140 | 39 | |
Total* 120 450 134 873
* for investments that generate additional m² of rental space, we refer to the detailed explanations in the chapters "Investments" and "fixed assets under construction" of the management report
| (in € 000) | 31.03.2021 | 31.03.2020 | Evolution |
|---|---|---|---|
| Rental income | 102 604 | ||
| Acquisitions and developments | -7 578 | ||
| Disposals | 878 | ||
| Gross rental incomes at constant scope | 95 904 | 107 910 | -12 006 |
| Explained by | |
|---|---|
| Indexation | 1 295 |
| Renegotiated contract | 288 |
| End of contract | -2 116 |
| COVID-19 | -11 547 |
| Other | 73 |
" Whenever a building permit application is filed, we consult with the appropriate engineering agencies and competent authorities in order to comply with the relevant standards and recommendations as to sustainability. "
The Sustainable Development Goals (SDGs, adopted by the general meeting of the United Nations) constitute a benchmark against which Retail Estates can measure its current performance as well as short- and long-term goals in the field of sustainable development.
The 2020-2021 financial year was marked by the COVID-19 pandemic and all challenges resulting from it. During this crisis, the retail sector was particularly impacted by the compulsory closures imposed by the government, both in Belgium and in the Netherlands. In spite of these particularly challenging circumstances, Retail Estates continued to focus on sustainable projects and investments.
" In times when respect for ecology, nature and the social environment are of the utmost importance, Retail Estates has made it a priority to monitor the consumption of the shared installations at the retail parks. "
| TODAY | TO(morrow) DO | FUTURE WANTED |
|---|---|---|
| DECENT work | Goal 2021-2020 | Goal 2025 |
| DECENT work and economic and economic • New office space in Belgium meets growth growth DECENT work target well-being, fully operational DECENT work and economic and economic |
• Attention to the personal development and mental well-being of employees. |
|
| and Covid-19 proof building ( CO2 growth growth monitoring and ventilation). • Fruit and nuts |
• Further stimulate healthy at and outside work | • Improvement of the working environment in the Netherlands |
| • 'Sporting for a good cause' • Individual and collective training on the operation of the new office |
• Further elaborate onboarding procedure for new employees |
in view of the company's growth |
| sustainable cities sustainable cities • Executive Committee 50-50, today and communities and communities +/-60% women and +/-40% men sustainable cities sustainable cities working at Retail Estates and communities and communities |
• Completed | |
| • Gender equality has always been a priority within Retail Estates with a focus on the work-life balance of employees, whatever their gender. |
• Completed | |
| • New permits according to water test (watertoets) / separate sewerage system / green roof • New construction always provides the possibility of rainwater connection • Cooled and sparkling tap water, after new investment |
• Further senisbilisisation of tenants use of rainwater recovery, compulsory connection • Follow-up and monitoring of water use (smart meters and alarms) • Completed |
• Further roll-out monitoring of general water consumption by tenants |
| • Increasing number of buildings with solar panels |
• Strategy to equip multiple buildings / sites with solar panels |
• 2MWp solar panels placed |
| • Testprojects relighting LED | • Monitor consumption to reduce it, further use on relighting LED, timers parking lights & totems, condition measurement of buildings (360° evaluations). |
• Use electricity like for like -5% for the 20 top sites |
| • Electric vehicle charging stations at the office |
• Establishing partner of charging points to facilitate rollout in parks |
• Charging stations for 16 out of 20 topsites |
| • Belgian company with focuss on integrity that has grown gradually in terms of the fair value of the portfolio. • In this challenging Covid year, the company has always been in dialogue with its tenants in complete transparency, and allowed rent discounts to cope with this difficult situation. |
• Formal approval integrity compliance charter | |
| • Renew and expand on site | • Making retail parks and clusters more sustainable through biodiversity and green (local) electricity, improve energetic performance |
• Making retail parks and clusters more sustainable, through biodiversity, green (local) electricity |
| • Preventive and, where necessary, curative maintenance of roofs and car parks |
• Multi-annual maintenance planning | • Multi-annual maintenance planning (including inspections, etc.) for 80% of parks and clusters |
| • Occasional social actions and interventions • Further stimulate the importance of retail | for the user/visitor as a meeting place | |
| • Refinement of objectives and evaluation | • CO2 measurement of the company |
|
| • Collaboration with sheltered workplaces on a number of sites (green maintenance) |
• Extend collaboration with custom companies on a number of sites |
• Optimising dialogue with tenants related to sustainability |
| • Involve tenants in sustainable realizations (eg solar panels, ) |
• Dialogue with local authorities or bodies in order to set up collaborations (sheltered wokplaces, local heroes, actions on retail parks,). |
A sustainable property is a flexible property in terms of use, design and the possibility to adjust it to the customer's needs, taking into account the presentday technical requirements.
Whenever a building
permit application is filed, we consult with the appropriate engineering agencies and competent authorities in order to comply with the relevant standards and recommendations as to sustainability.
In the previous ESG report of Retail Estates, important elements were discussed, such as the water assessment, separated sewerage systems, energy efficiency, sustainable materials etc. These are topics that always come up, whether a project concerns a new construction or a renovation. Finding high-quality and sustainable solutions today will pay off in the future.
Retail Estates is responsible for the maintenance of the roofs and the car parks of the properties in its portfolio. For that purpose, a multi-annual maintenance plan has been developed. The further elaboration and fine-tuning of this maintenance plan is a major target for the 2021-2022 financial year. It's clear that well-planned preventive maintenance prevents unnecessary repairs, resulting in less expenses for transport, a reduction in the consumption of raw materials and a smaller environmental footprint.
In times when respect for ecology, nature and the social environment are of the utmost importance, Retail Estates has made it a priority to monitor the consumption of the shared installations at the retail parks. Other investments that offer sustainable results relate to the optimisation of existing shared technical installations. This way it is possible to make the necessary adjustments and to anticipate anomalies in consumption. This year a pilot project relating to smart meters was started. Within that context a number of test cases were carried out with respect to water meters. The project received a positive evaluation and will be further rolled out in the course of 2021-2022. A water leak can have serious consequences: it is potable water and large quantities that are lost may come at a high price. A second pilot project for smart electricity meters will also be launched.
A third pilot project will investigate the possibility to install charging stations in the retail parks of our portfolio.
The presence of photovoltaic installations in the properties that are part of the portfolio of Retail Estates is still limited and fragmented.
- BUILDING RIGHT IN WETTEREN FRUNPARK AND OUDENAARDE DE COMMERCIE.
The building right in Wetteren was granted in 2009 for a period of 20 years. Approximately 1360 solar panels have been installed with a capacity of 299kWp (approx. 270MWh/y).
The building right in Oudenaarde was granted in 2012 for a period of 20 years. Approximately 1200 solar panels have been installed with a capacity of 264kWp (approx. 240MWh/y).
SOME TENANTS HAVE INSTALLED SOLAR PANELS THEMSELVES, E.G. IN VERVIERS (DECATHLON AND PAPATERIE VERVIERS) AND IN ATH (MATCH). No detailed information is known about these installations.
PROPERTY OF RETAIL ESTATES: ACTION AT WESTERLO AND RETAIL PARK AT DEN BOSCH
In Westerlo, approximately 300 solar panels have been installed, that generate on average 90MWh per year. On average, slightly less than 1/3rd of the power generated is injected into the electricity grid and 2/3rds are destined for the retail unit's own consumption. This installation has been in use since 2017. The evolution can be monitored and analysed on the basis of annual overviews and measurements. In 2019, 54.5 MWh/ year was generated, and 95.1 MWh/year in 2020. The difference is due to transformation works in the property in 2019, so that the solar panels where not operational during a period of 4 months.
In Den Bosch, a large part of the Woonboulevard was equipped with solar panels, generating a total annual production of 290 MWh. This installation has been part of the portfolio of Retail Estates since April 2020.
If we add up all the installations listed under 1, 2 and 3 above, we have an annual energy production of approximately 900 MWh. An average household consumes 4 MWh/year. This means that these installations generate energy for an equivalent of 225 households.
Since 2020 attempts were made to develop a more uniform view on solar panels in Belgium, with Retail Estates making the investment and the tenant participating in green consumption. For each region (each with its own regulations) a project was investigated and launched, with the intention to roll it out further in the future.
The projects are the following:
In Hognoul, four separate installations were mounted on the roof of the new retail park, one installation per retail unit. Each tenant will have an installation with guaranteed yield at their disposal. The intention is for the solar panels to be operational in May 2021, when the shops will be opened.
In Flanders, solar panels were installed on an existing building. The building selected is fairly recent, as it is very important that the roof covering lasts as long as the installation so as to avoid unnecessary interventions. Today, 3 out of the 4 retail units participate in this installation, which will generate approx. 320 kWp. This installation is expected to be operational by the summer of 2021.
A 10-year building right on this property was granted to the installer of the solar panels. The building right fee was used immediately to renovate and optimise the roof as regards energy performance: old rockwool was replaced by 10 cm PIR insulation boards. Retail Estates will become the owner of the installation after 10 years. The estimated life span of the installation is more than 20 years. A capacity of 140 kWp was installed, which will generate approx. 120 MWh/year. The installation has been operational since early 2021.
We find that the demand for photovoltaic installations increases among the tenants. This enables us to further roll out our projects and ensures that local green energy will become a more prominent feature of our retail parks.
Retail Estates has chosen to draw up its sustainability report in accordance with the EPRA sBPR Guidelines, the purpose of which is to facilitate comparisons between different European real estate companies. These data are not required by the legislation on Belgian REITs and are provided by way of information only.
The values indicated relate to the periods from 1 January to 31 December of the years 2019 and 2020.
The basis, or baseline measurement, is the year 2019. Last year not all values were known yet. In this report, the information for 2019 was supplemented to the best possible extent.
The scope was further refined this year. For instance, not all properties were considered for Belgium, but only those where there is shared consumption of public utilities in the Retail Parks segment, i.e. approximately 52%. For the Netherlands as well, only the areas where there was actual consumption were considered, i.e. approximately 88% of the Retail Parks. This presents a more accurate picture. From this year onward, our own office in Ternat will also be included. As this is only the first year, the performance comparison will yield clearer results only in the years to come.
For the energy indicators, a distinction is made between Belgium and the Netherlands. Where the social indicators are concerned, the company is regarded as a whole. The governance chapter is included in the annual report.
| ENVIRONMENTAL PERFORMANCE MEASURES | Belgium | The Netherlands | Office Ternat |
|||||
|---|---|---|---|---|---|---|---|---|
| EPRA Code | Sustainable performance Measure | Units of Measure |
2019 | 2020 | 2019 | 2020 | 2020 | |
| ABS | m² | 285 815.00 285 815.00 | 284 144.00 328 325.00 | 1381 | ||||
| % in scope of reporting | 52% | 52% | 88% | 87% | 100% | |||
| Like for Like | 285 815.00 285 815.00 | 284 144.00 284 144.00 | 1381 |
| ENERGY | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Elec-Abs | Total electricity consumption | MWh | 477.53 | 459.23 | 2 875.03 | 2 225.24 | 121.75 | ||
| Fuels-Abs | Total fuel consumption (gas) | MWh | 0.00 | 0.00 | 2 990.58 | 3 552.79 | 0.00 | ||
| Energy Total | MWh | 477.53 | 459.23 | 5 865.61 | 5 778.03 | 121.75 | |||
| Energy-Int | Building energy intensity | kWh/m² | 1.67 | 1.61 | 20.64 | 17.60 | 88.16 | ||
| Elec-LfL | Total electricity consumption | MWh | 477.53 | 459.23 -4% | 2 875.03 | 2 194.06 -24% | |||
| Fuels-LfL | Total fuel consumption (gas) | MWh | 0.00 | 0.00 | - | 2 990.58 | 3 512.65 17% | ||
| Energy Total LfL | MWh | 477.53 | 459.23 -4% | 5 865.61 | 5 706.71 -3% | ||||
| Energy-Int LfL Building energy intensity | kWh/m² | 1.67 | 1.61 -4% | 20.64 | 20.08 -3% | ||||
| Solar | Produced | MWh | 54.50 | 95.10 74% | - | 249.67 | - 14.97 |
| GREENHOUSE GAS EMISSIONS | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| GHG-dir-abs Total direct (GHG) emissions | ton C02 | 0 | 0 | - | 165.01 | 262.06 59% | 0.00 | ||
| GHG-indir-Abs Total indirect (GHG) emissions | ton C02 | 26.35 | 33.87 29% | 158.64 | 164.14 | 3% | 8.98 | ||
| (GHG) emissions intensity from | |||||||||
| GHG-Int-Abs | building energy consumption | kg C02 /m² |
0.09 | 0.12 29% | 1.14 | 1.30 14% | 6.50 | ||
| GHG-dir-LfL | Total direct GHG emmissions | ton C02 | 0 | 0 | - | 165.01 | 259.10 57% | ||
| GHG-indir-LfL Total indirect GHG emmissions | ton C02 | 26.35 | 33.87 29% | 158.64 | 161.84 | 2% | |||
| GHG-Int-LfL | GHG intensity | kg C02 /m² |
0.09 | 0.12 29% | 1.14 | 1.48 30% |
| Office Ternat |
||||||||
|---|---|---|---|---|---|---|---|---|
| ENVIRONMENTAL PERFORMANCE MEASURES | Belgium | The Netherlands | ||||||
| Units of | ||||||||
| EPRA Code | Sustainable performance Measure | Measure | 2019 | 2020 | 2019 | 2020 | 2020 | |
| WATER | ||||||||
| Water-Abs | Total water consumption | m³ | 3348 | 1938 | 6 859.00 | 5 323.43 | 113 | |
| Water-Int | Building water intensity | m³/m² | 0.012 | 0.007 | 0.02 | 0.02 | ||
| Water-LfL | Total water use | m³ | 3348 | 1938 -42% 6 859.00 |
5 323.43 -22% | |||
| Water-Int LfL Building water intensity | m³/m² | 0.012 | 0.007 | 0.024 | 0.019 | |||
| Rainwater | Reused | m3 | 90.85 | - | 84 | |||
| WASTE | ||||||||
| Waste-Abs | Total weight | kg | na | na | na | na | 1964 | |
| CERTIFICATION | ||||||||
| Type and number of | ||||||||
| Cert-Tot | sustainably certified asset | na | na | na | na | EPC |
Cert-Tot
In Belgium, electricity and gas consumption relates to the communal parts (there is no heat grid). As tenants enter into individual contracts with energy suppliers, few data are available about individual consumption. Furthermore, communal installations are usually limited to outdoor lighting and very occasionally a sprinkler system or other technical equipment.
In the Netherlands the technical installations are larger. In some of the parks, gas heating is controlled centrally and distributed among the tenants. As a result, the consumption for communal technical equipment is considerably higher than in Belgium.
No extrapolation of the values, i.e. the consumption measured by the energy supplier, takes place. Considering the size of the portfolio and the fact that some contracts expire earlier or become effective sooner from one year to another, the same data search was executed for 2019 and for 2020. The data management will be refined in the future.
Electricity and gas consumption in Belgium decreased. This can be explained by the compulsory closure of shops in Belgium for a period of 3 months in total. In the Netherlands, the total energy consumption also decreased slightly.
From this year onward, the green electricity that is generated will also be included in the report. We only consider the installations that we monitor ourselves: for this year, this means the installations of Westerlo and Den Bosch and as from next year, the sites in Anderlecht, Hognoul (Liège) and Hasselt will be included as well.
The CO2 volumes (expressed in tonnes) result from the above-mentioned gas and electricity consumption. The general conversion factors for 2019 and 2020 were requested from the Belgian energy supplier. The general energy supplier also made some changes in their report, thus re-evaluating the values used:
"From 2020 onward, a change was made in the methodology for the monitoring of greenhouse gas emissions for our power plants of Knippegroen and Rodenhuize.
The emissions relating to the metallurgical gases generated by Arcelor Mittal are no longer included in the ENGIE scope, but will from now on fall under the Arcelor Mittal scope.
The emissions from Knippegroen were no longer taken into account, either, which was also approved by the external auditors of Deloitte.
For the sake of coherence, we made the same changes for 2018 and 2019. This explains the considerable difference between your EF of last year and this year's value."
AIC0701-GHG emissions reported to activity - Energy production (incl. incinerators)
| g CO2 eq per kWh |
|||||
|---|---|---|---|---|---|
| 2018 | 2019 | 2020 | |||
| BELGIUM | 76.278 | 55.178 | 73.7628 |
These values were applied for both Belgium and the Netherlands. It should be noted, however, that due to the conversion factor that was changed by the energy supplier, the greenhouse gas emissions of 2020 are higher than those of 2019, although energy consumption has decreased. By generating more green power ourselves or by purchasing more green power, the emissions will be reduced in the future at constant scope.
As indicated in the ESG report of last year, we collected the data for 2019 and 2020 in the 2020- 2021 financial year. The difference between 2019 and 2020 in Belgium is due to a water leak at the retail park Brugge V-markt in 2019. As stated above, we will step up the monitoring efforts in the future in order to detect and solve this type of leaks sooner.
The water assessment is an important element for each new project: research is carried out to check whether a new building or extension of an existing building will have a negative impact on the risk of flooding, the water quality, the groundwater level, etc. This can be prevented by means of permeable paving on car parks, on-site storage of rainwater and/or delayed discharge into the public sewerage system, recovery of rainwater to cover the property's own needs, etc.
As the tenants themselves are responsible for their own waste management (occasionally via joint waste management), little information is available.
At Retail Estates' own office, waste is separated and the use of disposable packaging is prevented whenever possible. In 2020, new taps for filtered, sparkling and cooled tap water were installed. With these taps we try to keep our impact on potable water as small as possible and at a very local level, and we try to reduce packaging waste to a minimum. As regards waste collection, there are three major categories: PMD (5 kg), Paper (807 kg) and Residual waste (1152 kg). We work as digitally as possible and the printing paper we do use has the EU Eco-label and FSC label.
Retail Estates currently is not involved in an ongoing certification process such as BREEAM or WELL. Nevertheless, the key items of this certification are known and are considered in a pragmatic manner whenever a new project is started. The renovated office building does comply with many items of the WELL certification, but the choice was made not to apply for this certification for the building. However, we can report that the office is well below the EPB standards, which is a very good thing:
The basement and ground floor, which have undergone an energy refurbishment, are granted the value E61, whereas the (current) standard for this type of buildings is E90.
The floors and the new construction receive the value E50, where the (current) standard of this type of buildings is E55.
If national certificates apply, they will be supplied; in the Netherlands, all buildings have received a national certification.
The real estate activity of Retail Estates has an impact on different stakeholders: investors, public authorities, local communities, our own employees, suppliers, tenants/shop owners, customers/buyers. In this chapter we will mainly discuss the parties to whom we offer our operational services: the tenants and, as an extension, their customers.
work-life balance for our compact and dynamic team, with proper attention for everyone's personal needs.
INVESTORS/FINANCIERS/SHAREHOLDERS Our long-term objective is value
creation and profit generation.
It is our intention to develop a longterm partnership with our suppliers by making clear arrangements and conducting negotiations in a fair and correct manner.
POLICYMAKERS We continuously monitor compliance with the relevant regulations and enter into open dialogue.
THE COMMUNITY We provide economic growth and create employment.
Retail Estates offers retail units in shell conditions. Their use and subdivision are the tenant's responsibility. Retail Estates therefore does not have full control of the furnishing of the shops, but by raising awareness and by providing sustainable basic facilities (e.g. rainwater tanks) for new construction or transformation projects, the company makes tenants aware of the benefits of rational energy consumption.
If an existing retail unit is ready for occupation by the tenant, small adjustments are made to render it easier to use. Thanks to the flexibility of the existing units (e.g. height, logical column structure, individual connections,…) this can often be done very quickly. If more extensive adjustments are needed, the tenant is informed of the applicable legislation (energy efficiency and indoor climate, requirements imposed by the fire brigade,…) so that he can make the correct adjustments.
In case of new constructions, the technical specifications are discussed with the tenant. Very often a carefully considered basic structure is provided, so that the adjustments to be made are only accessory and can easily be integrated during the construction process. The future flexibility of a property (e.g. the possibility to subdivide a retail area) and adjustments that meet the specific needs of the current tenant can be perfectly combined. We look for synergies between the tenant and the lessor.
Retail Estates also focuses on long-term relations with its tenants. The company intends to be a reliable partner and makes every possible effort to respond quickly to questions from its tenants.
The comfort and quality of service offered to our tenants' customers are of crucial importance. This is reflected in a multitude of details: green areas, well-structured car parks enabling customers to easily find their cars, safe traffic circulation, clearly recognisable shopfronts, (covered) walkways,…
If renovations are necessary, the impact of the works is carefully assessed in order to limit it to a minimum.
It is our ambition to create the right work-life balance for our compact and dynamic team, with proper attention for everyone's personal needs and personal and professional development. In addition, we offer our employees an attractive wage package. The remuneration of the employees is evaluated each year. Retail Estates fosters an open corporate culture without barriers between staff and management. Weekly follow-up meetings in the different teams help shape the personal approach. Thanks to appropriate IT solutions, it's also possible for the staff to work comfortably from home.
Correct ethical conduct is one of our basic values. That is why our employees also endorse our Dealing Code.
Our long-term objective is value creation and profit generation. This is supported by a longterm business model with clear targets and an ambitious growth strategy.
We communicate on a regular and transparent basis with our investors, financiers and shareholders during investor relations meetings and through participation in investor road shows.
It is our intention to develop a long-term partnership with our suppliers by making clear arrangements and conducting negotiations in a fair and correct manner.
We continuously monitor compliance with the relevant regulations and enter into open dialogue through the appropriate professional organisations, e.g. the BE-REIT association. In case of renovations or project developments, we enter into close consultations with local authorities, e.g. within the context of permit application files.
We try to minimise the effects of our activities on the direct surroundings and take measures to reduce their environmental impact. We provide economic growth and create employment. We also collaborate with sheltered workshops. In addition, we support charities (cf. "Sport for Charity" discussed below).
JAARVERSLAG 2020 - 2021
ANNUAL REPORT 2020 - 2021
A healthy mind in a healthy body. The purpose of this initiative is to practise sports and help a charity at the same time. The idea was conceived in 2018 by a few colleagues, and an active work group was eventually set up to stimulate the entire team. Every minute an employee practises "sports" is converted into a specific amount of money. Each year the money thus collected is given to a charity proposed by the employees. Usually it's a charity one of our employees has a special affinity with because he or she is closely involved in it or has been promoting it for some time. Each charity has the opportunity to present itself to the team.
This year, the choice was made to sponsor the cultural sector (via the King Baudouin Foundation), as this sector was severely impacted by the corona measures.
In the Netherlands, the employees practised sports for the "Nationaal Jeugd Ontbijt", an organisation supporting vulnerable families by giving them a good start of the day. Every week, they deliver a breakfast box containing 7 healthy breakfasts.
In the calendar year 2020, a total of € 4,295.02 was raised. Retail Estates doubled this amount and thus gave both charities a donation for the same amount.
Retail Estates started out as a small business and has developed into a company employing more than 35 people. Close and direct communication is an essential part of our activities. We have worked hard to achieve our results and will continue to do so for even better results in the future, by putting the right people in the right place and providing adequate coaching to develop and maintain our talents. We also provide the possibility to grow through training or project follow-up outside the scope of the usual job responsibilities. A lot of attention is paid to the personal development of each of our employees.
on a regular basis, both for the different divisions and for the entire team. We also encourage our people to take initiative, of which "Sports for charity" (see below) is a perfect example. This is a bottom-up initiative that is now supported by the entire company.
Retail Estates is also concerned for the welfare of its employees. Fruit is available at the office and staff members exchange Whatsapp messages with useful tips for a healthy diet and lifestyle and a good work-life balance.
Outside our own company, we also notice that each of our projects is firmly embedded in society and in the local communities. Together with our tenants, we examine how we can reach as many people as possible while providing added value of social and local relevance wherever we can. Making a contribution to local communities is possible in many different ways: by upgrading a place where people can meet, by launching initiatives that create added value, by supporting local heroes or by providing creative solutions to problems. The expert in our team examines the possibilities to take marketing to the next level.
DIGITISATION
The integration of new digital technologies should result in an improvement of the business processes as well as in the optimisation of the cross-border cooperation between the different teams as well as of the quality and the services for all stakeholders.
The project for the digitisation of all documents is ongoing, and the existing IT infrastructure allows our people to work from a remote location and entirely digitally. The processing of incoming and outgoing invoices is also being digitalised and will be optimised in the year to come.
Furthermore, all documents that are useful to the management committee, the remuneration committee, the audit committee and the board of directors have been made available on a digital platform. This increases efficiency and minimises paper consumption.
Finally, we also make use of the latest technology in our retail parks. In large retail parks, footfall is measures, so that the offer can be optimally adjusted to the visitor's profiles.
4 295.02 € was raised in 2020
| SOCIAL PERFORMANCE MEASURES | Corporate 2020 | Corporate 2019 | ||||
|---|---|---|---|---|---|---|
| EPRA Code | Sustainable performance Measure | Units of Measure | male | female | male | female |
| Diversity | ||||||
| Diversity-Emp Employee gender diversity | % of diversity total employees | 36% | 64% | 40% | 60% | |
| % of diversity in Management team |
50% | 50% | 50% | 50% | ||
| Diversity-Pay | Gender pay ratio | % pay ratio | 99% | 99% | ||
| Training | ||||||
| Emp-training | Employee training and development | number of training hours | 104 | 128 | ||
| Development | ||||||
| Emp-Dev | Employee performance appraisals | % of appraisals to all employees | 100% | 100% | ||
| Turnover | ||||||
| Emp-turnover New hires and turnover | number of new hires | 4 | 5 | |||
| number of turnovers | 3 | 2 | ||||
| Health & Safety | ||||||
| H&S-Emp | Employee health and safety/ accidents at work |
% of total number of worked hours injury rate |
0% | 0% | ||
| H&S-Emp | Employee health and safety/disability | % of total number of worked hours lost days |
0% | 0% | ||
| H&S-Emp | Employee health and safety/absence rate % of total number of worked | hours absentee rate | 1.73% | 1.72% | ||
| H&S-Emp | Employee health and safety/deaths | Total number of fatalities | 0% | 0% | ||
| H&S Asset | Asset health and safety assessments | % of assets H&S assessments | na | na | ||
| H&S-Comp | Asset health and safety compliance | Total number of incidents | na | na | ||
| Community |
Comty-Eng Community engagement, impact
| assessments and development programs Qualitative |
other | other |
|---|---|---|
The chapter relating to "Governance" is explained in detail in the annual financial report (see p. 35 of the Annual Financial Report 2020-2021).
| EPRA Code | Description | page report |
|---|---|---|
| Gov-Board | Composition of the highest governance body | 41 a.f. |
| Process for nominating and selecting | ||
| Gov-Selec | the highest governance body | 41 a.f. |
| Gov-Col | Process for managing conflicts of interest | 53 a.f. |
The values indicated relate to the period coinciding with the financial year, i.e. from 1 April to 31 March of the years 2019 and 2020. The final counts, e.g. of the number of staff, therefore relate to 31 March 2019 and 31 March 2020.
Training hours are registered centrally. If necessary, the executives can use training courses to address areas for improvement. Employees are also encouraged to take the initiative and work on their own career development.
Each year, at least one assessment interview is scheduled for each of our employees.
The management of Retail Estates sets great store by a safe and healthy living and working environment.
A systematic improvement of this environment is continuously pursued in our efforts to take care of all stakeholders (employees, visitors, customers,...). Our people constitute the foundation of our company. Their physical and mental health are of the utmost importance. Everyone, regardless of their position in the company, is expected to know and anticipate the health and safety risks.
No health and safety assessments are carried out with regard to the properties themselves. In the future, more detailed reports in this respect will be drawn up within the context of the "multi-annual maintenance planning".
Social actions were not quantified, but our contributions in this respect were discussed in detail in previous texts.
| O1 | PERFORMANCE | 107 |
|---|---|---|
| O2 | LIQUIDITY PROVIDER | 111 |
| O3 | SHAREHOLDER AGENDA | 111 |
" Theprice of the Retail Estates share increased by 23.21% in the past financial year compared to the beginning of the financial year. "
RETAIL ESTATES ON THE STOCK EXCHANGE 2020-2021 |
| 01.04.2020 | 01.04.2019 | 01.04.2018 | |
|---|---|---|---|
| 31.03.2021 | 31.03.2020 | 31.03.2019 | |
| Highest share price | 66.40 | 89.10 | 82.50 |
| Opening price at 1 April | 47.40 | 81.50 | 70.76 |
| Closing price at 31 March | 58.40 | 47.40 | 81.20 |
| Average share price | 57.26 | 81.11 | 75.43 |
| Net asset value (NAV) (IFRS) | 63.81 | 63.26 | 61.98 |
| Premiums NAV relative to closing price | -8.48% | -25.07% | 31.01% |
| Gross dividend | 4.50 | 4.40 | 4.25 |
| Net dividend | 3.150 | 3.080 | 2.975 |
| Dividend yield (gross dividend) | 7.71% | 9.28% | 5.23% |
| Return net result on shareholders' equity | 7.60% | 7.27% | 7.70% |
| Pay-out ratio (consolidated) | 87.38% | 79.90% | 79.06% |
| Number of shares | 12 665 763 | 12 630 414 | 11 422 593 |
| Market capitalisation (EUR million) | 739.68 | 598.68 | 927.51 |
| Free float percentage | 100% | 100% | 100% |
| Average daily volume | 11 578 | 12 179 | 12 465 |
| Annual volume | 2 963 893 | 3 117 885 | 3 178 516 |
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, which consists of 40 companies.
| The market capitalisation of Retail Estates nv amounts to € 739.68 million as of 31 March 2021. |
|---|
| Based on Euronext's criteria, Retail Estates nv has a free float of 100%. |
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JAARVERSLAG 2020 - 2021
ANNUAL REPORT 2020 - 2021
The share reached its highest price of the year on 4 June 2020 (€ 66.40) and ended the financial year at € 58.40.
The annual average share price was € 57.26. The below 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 85.22% over this period compared with an increase by 30.99% for the BEL 20.
The price of the Retail Estates share increased by 23.21% in the past financial year compared to the beginning of the financial year. The EPRA Belgian REIT index increased by 4.06%.
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Retail Estates nv Bel 20
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The intrinsic value of the share in case of a real estate valuation at 'fair value' increased during the past year from € 63.26 as of 31 March 2020 to € 63.81 as of 31 March (including dividend).
The EPRA NTA amounts to € 65.53 in the year under review compared to € 65.27 in the previous year. This increase can be explained by the result of the financial year (which consists of a positive EPRA result on the one hand and a negative portfolio result on the other hand).
At its meeting of 21 May 2021, the board of directors of Retail Estates (the "Board") proposed to pay a gross dividend for financial year 2020/2021 (which started on 1 April 2020 and ended on 31 March 2021) amounting to € 4.50 (€ 3.15 net, i.e. the net dividend per share after deduction of withholding tax at the rate of 30%) per share participating in the profits of financial year 2019/2020. This is an increase by 2.27% compared to last year, when the dividend was € 4.40. This way Retail Estates keeps its dividend not only stable, but also inflationresistant in spite of the corona crisis.
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 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, in line with the expectations formulated by management at the beginning of the financial year.
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 € 4.40) in the past financial year was 8.15% compared to the closing price of the share (excluding dividend). The Belgian government linear bond (OLO) 10-year rate was -0.04% on 31 March 2021.
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 € 0.025 million excl. VAT for 12 months for each market animator.
| 11 June 2021 |
|---|
| 19 July 2021 |
| 22 July 2021 |
| 23 July 2021 |
| 26 July 2021 |
| 22 November 2021 |
The general shareholders' meeting will take place on Monday 19 July 2021 at 10 am.
| Publication Annual report 2020-2021 | 11 June 2021 |
|---|---|
| General meeting | 19 July 2021 |
| Ex-dividend date | 22 July 2021 |
| Record date dividend | 23 July 2021 |
| Dividend made available for payment | 26 July 2021 |
| Announcement half-yearly results | 22 November 2021 |
| O1 | THE MARKET OF OUT-OF-TOWN RETAIL PROPERTIES |
115 |
|---|---|---|
| O2 | THE REAL ESTATE PORTFOLIO | 117 |
| O3 | REPORTS OF THE REAL ESTATE EXPERTS | 144 |
" Until now, the out-of-town retail market has been spared the decreases in rent and increased yield requirements that affect the inner-city market. "
As a result of the worldwide corona pandemic, which has an impact on many aspects of daily life and of the financial markets, the real estate markets are also confronted with significantly lower levels of transactional activity and liquidity. Nevertheless, the real estate experts reported (see below) that on the valuation date, adequate market information is available on which valuations can be based.
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. Numerous 'opportunity seekers' 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 semi-industrial real estate.
For prime locations, tenants are currently paying annual rents of over € 135/m² in major conurbations, and € 120/m² in smaller ones, with returns on high-end prime market locations between 5% and 5.50%.
The trend of rising rents came to a halt a few years ago, 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 – 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. Until now, the out-of-town retail market has been spared the decreases in rent and increased yield requirements that affect the inner-city market. This can be explained mainly by the lower rents that are common in the out-of-town areas and by the fact that the yield expectations have never declined to such an extent in these areas compared to the inner city.
The best barometer to measure the demand is the vacancy level, which is always low for 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 still in shell condition and tenants invest significant amounts in furnishing the shops, which makes them even less inclined to relocate.
Most tenants of Retail Estates nv's properties are chain stores that have acquired the best sites in recent years, often at the expense of local SMEs, which used to dominate these locations in the past. 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 an increased presence of institutional investors. Affluent individuals also show a growing interest in this type of real estate.
Ten institutional investors are now highly active in this segment. Generally speaking, Belgium has an increasing number of integrated retail parks; it follows in the footsteps of the United Kingdom and France, where retail parks can be found close to every conurbation. Retail parks in Belgium nevertheless tend to be rather small (15,000 to 20,000 m²) and are mostly situated in the Frenchspeaking part of the country (Wallonia). In Flanders, new parks tend to be built in small urban areas, such as retail parks T-Forum in Tongeren and Be-MINE Boulevard in Beringen.
Retail Estates nv has invested in out-of-town retail properties since 1998. Over a period of 23 years, the company has established a significant portfolio which consists of 992 retail properties with a total built-up retail area of 1,153,448 m² as per 31 March 2021. The fair value of the real estate portfolio totals € 1,717.25 million. The investment value amounts to € 1,789.40 million.
The value of the real estate portfolio of the public BE-REIT has increased by 3.34% compared to the value on 31 March 2020 (€ 1,661.75 million). This is mainly the result of acquisitions.
The occupancy rate is 97.07%.
Individual out-of-town retail properties are solitary retail properties adjacent to the public road. Every outlet has its own car park and entrance and exit roads, connecting it to the public road and making it easily recognisable. The retail properties situated in the immediate vicinity are not necessarily of the same type.
Retail clusters are a collection of out-of-town retail properties located along the same traffic axis that, from the consumer's point of view, form a self-contained whole even though they do not share infrastructure other than the traffic axis. This is the most typical concentration of out-of-town retail properties in Belgium.
Retail parks are made up of retail properties that are grouped together and form part of an integrated commercial complex. All properties use a central car park with a shared entrance and exit road. This enables consumers to visit several shops without having to move their car. Typically, at least five retail properties are present at these sites.
Other real estate mainly consists of office buildings, residential real estate and hospitality establishments. 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.
An important part of Retail Estates nv's properties are located adjacent to major peripheral motorways or near residential districts on the outskirts of larger conurbations; they often form clusters and seek proximity to each other.
A consequence of the corona pandemic is that the home decoration stores fully benefit from the consumers' increased focus on the comfort of their homes as a result of the restrictions on freedom of movement. This has led to a swift recovery of functional shopping in out-of-town areas after the different periods of closure. Easy access by car and ample parking space in the vicinity of large shops allow shoppers to combine efficient shopping with the observance of social distancing. This leads to a higher number of visitors at out-of-town locations, which in turn generates sales increases in the different segments of out-of-town retail trade.
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.
During the past years, Retail Estates nv has acquired various retail parks. Several of them have been subjected to a facelift or will be in the medium term. The expansion of such sites also 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.
Active in the Netherlands since June 2017, Retail Estates nv has invested in 14 Dutch retail parks and two solitary retail units at 15 locations. These retail parks are destined for large-scale retail activities and are principally let to retail chains. Consumer expenditure in the Netherlands has increased continuously over the past three years. Low unemployment and strong economic growth in the Netherlands follow years of draconic savings that helped rebalance government and social security financing but also resulted in a previously unseen decline of the retail trade in the 2008-2013 period.
In the Netherlands as well, very good sales were achieved in the DIY and the home improvement sector last year, thanks to consumers' increased focus on the comfort of their homes resulting from the restrictions on freedom of movement in the corona period.
For a population of 17 million people, the Netherlands have approximately 200 out-of-town locations where large-scale retail activities are allowed. The stringent urban planning framework limits the number of retail parks as well as the forms of retail activities that can be performed at those locations. Unlike in Belgium, it is for example not allowed to sell foodstuff, clothes and shoes in retail parks. This approach has nevertheless prevented fragmentation of the retail offer via out-of-town retail properties and has promoted the development of easily accessible retail parks. Acquisition of this type of real estate by international institutional investors is still in an early stage.
1 The pie charts in this chapter show percentages based on the total retail area on 31 March 2021.
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. On 31 March 2021, the percentage of chain stores and/or franchise issuers amounts to 83%. These tenants are less sensitive to changing conditions in the local market than local independent SMEs. For example, a temporary local fall in turnover caused by e.g. road works will not cause chain stores any liquidity problems capable of jeopardising the payment of rent. As most chain stores are organised nationally, and often internationally as well, they can rely on a strong professional organisation and a marketing unit that can promote the attractiveness of any individual outlet.
They also make significant marketing efforts which can have a positive impact on the real estate location.
The differences in rental prices are often not only due to the characteristics of the location, but also linked to the term of the lease agreements. On the Belgian market, such agreements can, in the best-case scenario, be reviewed only every 9 years, or otherwise not until 18 or 27 years later. On the Dutch market, standard lease agreements are concluded for a five-year period. The demand for long-term lease agreements can in part be explained by the significant amounts tenants invest in furnishing the shops. In addition, longterm lease agreements ensure that the tenant is also bound by the rental price as the tenant risks losing the retail outlet if they want to renegotiate the rental price.
The average contractual rent per m² amounts to € 102.24 per year. Compared to 1998 (€ 61.15/ m²), this represents an increase by 67.20%. This increase is due partly to inflation and rent increases and partly 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 average of the existing real estate portfolio.
Retail properties under development are properties that form part of a newly built or renovation project.
The Dutch portfolio accounts for 32.82% of the total portfolio (in m²) as per 31 March 2021. 37.41% of the portfolio is located in the Flemish Region, while 29.77% is situated in the Walloon Region. The ratio of the Belgian properties is in line with the way in which the population is distributed across the two regions. Retail Estates nv furthermore only has two retail outlets in the Brussels-Capital Region. Outof-town real estate is scarce in this region, which is why it is not actively observed by Retail Estates nv.
The "home improvement" share (57.11%) is slightly higher compared to the past financial year. Taken together with the "Commodities+food" industry, these retail units account for almost 73% of the leased surface area. The tenants in these industries provide a stable basis as they are more resilient to unfavourable economic conditions and less susceptible to e-commerce. Food retailers only account for 6.86%. In addition, socioeconomic permits for all these activities are very difficult to obtain. This is conducive to an increase in the value of the properties on the one hand and stronger loyalty to the location on the other.
The share of the fashion sector has decreased significantly (17.59% on 31 March 2021 compared to 22.30% on 31 March 2020) due to a few bankruptcies (Brantano, Orchestra).
A breakdown on the basis of contractual rents shows that the share of "Various" (1.75%) decreases, mainly due to a limited number of (semi-)logistic properties occupying a relatively large surface area and paying a relatively low rent. The shares of food (6.87%) and commodities (9,19%) remain relatively stable. The shares of the other categories (home improvement (58.48%) and fashion (20.47%) increase slightly.
The weighted average remaining term is 8.45 years for the Belgian portfolio and 3.85 years for the Dutch portfolio. The weighted average remaining term for the entire portfolio is 7.00 years.
10000 20000 30000 50000 60000 70000 1995 2005 1980 1985 2000 2005 60 The top twenty tenants of Retail Estates nv represent 44.91% of the gross rental income and 40.49% of the total surface area of the properties in the real estate portfolio. They represent 317 shops. In absolute figures, Gilde (Kwantum/Leen Bakker) accounts for 6.67% of the rental income and tops the list of the five most important tenants, followed by De Mandemakers Groep (3.84%), Vendis Private Equity (X²O / Overstock) (3.07%), Auchan (Krëfel) (2.95%) en Pardis (Fun-Trafic) (2.82%).
When calculating the weighted average term, we assume that the tenants do not make use of their legal option to terminate of the lease agreement before its expiry date. 2010
Standard lease agreements have a five- or ten-year term in the Netherlands and a nine-year term in Belgium. Belgian tenants have the legal option to terminate the agreement upon expiry of each period of three years. Taking into account these legal options and notice periods, the weighted average remaining term is 2.15 years for the Belgian portfolio. 140000 1990 1995
The charts below illustrate the geographical spread of the buildings in the different Belgian and Dutch provinces based on the number of m².
The charts below shows the age of the buildings in Belgium and the Netherlands based on the weighted average number of m².
Chart: based on retail area as per 31 March 2021.
M² AND WEIGHTED AVERAGE YEAR OF CONSTRUCTION PER PROVINCE - THE NETHERLANDS
M² AND WEIGHTED AVERAGE YEAR OF CONSTRUCTION PER PROVINCE -
0
Chart: based on retail area as per 31 March 2021.
| RETAIL ESTATES | 31.03.2021 | 31.03.2020 | 31.03.2019 |
|---|---|---|---|
| Estimated fair value1 (in €) |
1 717 245 000 | 1 661 753 000 | 1 529 629 000 |
| Yield (investment value)2 | 6.48% | 6.53% | 6.55% |
| Contractual rents (in €) | 113 968 503 | 112 317 786 | 103 502 136 |
| Contractual rents incl. rental value of vacant buildings (in €) | 117 125 716 | 114 371 781 | 104 871 501 |
| Total m² in portfolio | 1 153 448 | 1 136 492 | 1 049 101 |
| Number of properties | 992 | 969 | 906 |
| Occupancy rate | 97.07% | 97.92% | 98.28% |
| Total m² fixed assets under construction - in execution phase | 14 913 | 9 278 | - |
1 This fair value also contains the investment properties under construction, which are not included in the fair value as mentioned in the real estate experts' conclusions on 31 March 2021 (see further in this chapter).
2 The current rental income (net, after deduction of canon) divided by the estimated investment value of the portfolio (without taking into account the investment properties under construction included in the cost price). We refer to "rconciliation tables" in the chapter miscellaneous"
On 31 March 2021, the real estate portfolio of Retail Estates nv consists of real estate properties owned by Retail Estates nv and its perimeter companies.
On 31 March 2021, 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.
Below is an overview of the real estate portfolio of Retail Estates nv and its subsidiaries as per 31 March 2021. Clusters of which the fair value represents more than 5% of the consolidated assets are briefly described below:
The largest cluster in our portfolio concerns a retail parks in Heerlen, the Netherlands (with 47 different tenants). The fair value of this retail park represents 6.29% of the consolidated assets of the company. However, as it concerns two separate physical buildings separated by an Ikea outlet which is not part of our portfolio, they should in fact be considered separately in terms of risk assessment.
For further details on the real estate portfolio, please refer to the list below.
| BELGIUM | Year of | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Province | Cluster | Address | construction - last renovation Tenant |
Gross surface m2 |
Occupancy rate |
Rental income |
Insurred value |
Fair value | Acquisition value |
|
| Individual | Jerusalemstraat 48-50, 1030 Schaarbeek | ALDI Cargovil-Zemst nv | ||||||||
| Brussels | peripheral | Ninoofsesteenweg 510, 1070 Anderlecht | NewOrch Belgium BV | |||||||
| properties and other |
MOS INVEST2 BV | |||||||||
| 1981 - 1987 | 2 206 | 100.00% | 272 378.08 | 1 745 086.81 | 3 241 458.73 | 2 877 666.19 | ||||
| Avenue Reine Astrid 4/6, 1300 Wavre | BBK Expansion BVBA (Babykid) | |||||||||
| Individual peripheral |
Rue Pont du Christ 32, 1300 Wavre Rue des Carabiniers, 1300 Wavre |
AVIMMO INVEST SPRL Régie d'électricité de la ville de Wavre |
||||||||
| properties and | Rue du Bosquet 10 en 10A, 1370 Jodoigne | |||||||||
| other | Brusselsesteenweg 551, 1410 Waterloo | CARPETLAND nv | ||||||||
| Grand Route 49, 1435 Corbais | 1958 - 2013 | CHAUSSURES MANIET SA | 5 775 | 99.82% | 580 081.08 | 4 568 393.62 | 9 192 616.22 10 123 456.93 | |||
| Chaussée de Namur 55A, 1400 Nivelles | VOLTIS SA | |||||||||
| Chaussée de Namur 55B, 1400 Nivelles | Menatam SA (Eggo) | |||||||||
| Chaussée de Namur 55B, 1400 Nivelles | Fnac Vanden Borre nv | |||||||||
| Walloon | Nivelles | Chaussée de Namur 55C, 1400 Nivelles Chaussée de Namur 55D, 1400 Nivelles |
Basic Fit België SND sa (Trafic) |
|||||||
| Brabant | Avenue de Centenaire 42, 1400 Nivelles | BRICO BELGIUM nv | ||||||||
| Rue du Tienne à deux vallées 3, 1400 Nivelles | ALDI Gembloux sa | |||||||||
| Avenue de la belle Province 21-39, 1420 Braine-l'Alleud | 2015 - 2018 | AVA PAPIERWAREN nv | 9 726 | 100.00% | 1 075 156.26 | 7 693 886.81 16 705 969.04 14 373 573.33 | ||||
| Proximus NV (Belgacom) | ||||||||||
| REDISCO bvba | ||||||||||
| C&A België cv | ||||||||||
| Braine l'Alleud | ANISERCO nv OVS Home nv |
|||||||||
| NEW MTB SRL (King Jouet) | ||||||||||
| MOBISTAR nv | ||||||||||
| Rue Pierre Flamand 205, 1420 Braine-l'Alleud | 1990 - 2008 | CASA INTERNATIONAL NV | 8 535 | 99.79% | 702 774.20 | 6 751 729.79 13 594 646.49 14 795 992.69 | ||||
| Edingsesteenweg 75, 1500 Halle | Dreambaby NV | |||||||||
| Edingensesteenweg 75, 1500 Halle | ACTION BELGIUM BVBA | |||||||||
| Halle | Bergensesteenweg 162, 1500 Halle | AVEVE nv | ||||||||
| Bergensesteenweg 420a, 1600 Sint-Pieters-Leeuw Bergensesteenweg 460, 1600 Sint-Pieters-Leeuw |
M&S RENOV SPRL Chalet Center NV |
|||||||||
| Demaeghtlaan 216-218, 1500 Halle | Van Haren Schoenen BV | |||||||||
| 1964 - 2002 | 7 457 | 100.00% | 434 024.02 | 5 898 962.98 | 6 939 987.01 | 6 303 844.74 | ||||
| Humaniteitslaan 10, 1601 Ruisbroek (Vl.Br.) | GOBREL sa Atlantis SPRL |
|||||||||
| Verlengde Stallestraat 200, 1620 Drogenbos | Retail Concepts NV (AS Adventure) | |||||||||
| Verlengde Stallestraat 219, 1620 Drogenbos | Fnac Vanden Borre nv | |||||||||
| Waterloosesteenweg 39, 1640 Sint-Genesius-Rode/ | CEMEPRO sprl (chateau d'ax) | |||||||||
| Rhode-Saint-Genèse Ninoofsesteenweg 386, 1700 Dilbeek |
FABRIMODE nv (Bel & Bo) | |||||||||
| Assesteenweg 66, 1740 Ternat | TDM Products Belgium bvba | |||||||||
| Flemish | Schaarbeeklei 115, 1800 Vilvoorde | ACTION BELGIUM BVBA | ||||||||
| Brabant | Goudbloemstraat 2, 1800 Vilvoorde | DEVOTEC BVBA KHARBAGH- ZAIDI |
||||||||
| Individual | Goudbloemstraat 4, 1800 Vilvoorde | ZERRAD - CHTAOU | ||||||||
| peripheral properties and |
Waardbeekdreef 6, 1850 Grimbergen | Van Haren Schoenen BV | ||||||||
| other | Hoogstraat 7, 1930 Zaventem | ALDI Cargovil-Zemst nv | ||||||||
| Hoogstraat 7A, 1930 Zaventem | Walla Sobo Badébana - Abelaki Kanaza | |||||||||
| D'Almeida Geoffroy Adande D. | ||||||||||
| Brusselsesteenweg 4, 3020 Herent Brusselsesteenweg 490, 3090 Overijse |
JBC nv AVA PAPIERWAREN nv |
|||||||||
| KREFEL nv | ||||||||||
| ALDI | ||||||||||
| Leuvensesteenweg 168, 3290 Diest Leuvensesteenweg166, 3290 Diest |
LEEN BAKKER BELGIE nv BRAUMARKT BVBA |
|||||||||
| Van de Velde Abraham | ||||||||||
| Leuvenselaan 497, 3300 Tienen | 1970 - 2004 | Aldi Heusden-Zolder | 24 846 | 100.00% | 3 007 885.13 19 654 771.91 41 860 455.82 33 530 532.56 |
| Year of | Year of | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| construction - | Gross | Occupancy | Rental | Insurred | Acquisition | construction - | Gross | Occupancy | Rental | Insurred | Acquisition | ||||||||
| Province Cluster | Address last renovation Tenant |
surface m2 | rate | income | value | Fair value | value | Province Cluster | Address | last renovation Tenant | surface m2 | rate | income | value | Fair value | value | |||
| Mechelsesteenweg 46, 1910 Kampenhout | FABRIMODE nv (Bel & Bo) | Individual | Frans Beirenslaan 51, 2150 Borsbeek | CARPETLAND nv | |||||||||||||||
| Mechelsesteenweg 93, 1910 Kampenhout | NORDEX nv | peripheral | Geelsebaan 64, 2460 Kasterlee | ALDI | |||||||||||||||
| Standaard Boekhandel NV | properties and other |
Antwerpsesteenweg 482-484, 2660 Hoboken | Sint-Niklaas Doe het Zelf NV | ||||||||||||||||
| Mechelsesteenweg 89 B, 1910 Kampenhout | ZEEMAN textielSupers NV | 1973 - 1997 | 4 826 | 100.00% | 553 528.21 | 3 817 674.04 | 7 515 826.76 | 6 842 915.82 | |||||||||||
| Kampenhout | Mechelsesteenweg 91, 1910 Kampenhout | ||||||||||||||||||
| Mechelsesteenweg 93, 1910 Kampenhout | CASA INTERNATIONAL NV | Bredabaan 968, 2170 Merksem | L&L Retail Belgium SA | ||||||||||||||||
| Swiss Sense BV | Bredabaan 964, 2170 Merksem | FUN BELGIUM nv | |||||||||||||||||
| Mechelsesteenweg 50, 1910 Kampenhout | MODEMAKERS FASHION nv | Bredabaan 978, 2170 Merksem | X²O Antwerpen en Limburg NV | ||||||||||||||||
| 1989 - 2004 | 5 640 99.90% |
613 180.26 | 4 461 600.00 10 622 816.84 | 4 342 270.61 | Bredabaan 809, 2170 Merksem | BELCOMMA BV | |||||||||||||
| Leuvensesteenweg 375, 1930 Zaventem | CARPETLAND nv | DAMART TSD nv | |||||||||||||||||
| VONIKA BVBA | Bredabaan 809 bus 5, 2170 Merksem | NovaSYO BVBA (bedden en matrassen) | |||||||||||||||||
| BC FOODS B.V. | WV2 BVBA (fiets!) | ||||||||||||||||||
| CARE4CARS NV | ETHIAS NV | ||||||||||||||||||
| DINA BV | Bredabaan 891-893, 2170 Merksem | ALDI TURNHOUT NV | |||||||||||||||||
| AVEVE nv | |||||||||||||||||||
| E-Logistics NV | Bedden en Matrassen BV | ||||||||||||||||||
| Zaventem | CARPETLAND nv | FABRIMODE nv (Bel & Bo) | |||||||||||||||||
| Leuvensesteenweg 350, + 350, 1932 Sint-Stevens-Woluwe HUBO BELGIE nv | C&A België cv | ||||||||||||||||||
| Leuvensesteenweg 8, 1932 Sint-Stevens-Woluwe | Bedden en Matrassen BV | CARPETLAND nv | |||||||||||||||||
| Flemish | COOLBLUE NV | KRUIDVAT bvba | |||||||||||||||||
| Brabant | Jozef Van Damstraat 3C, 1932 Sint-Stevens-Woluwe | ANISERCO nv | Chaussea BRT BVBA | ||||||||||||||||
| Retail Partners Colruyt Group NV | Antwerpen | Menatam SA (Eggo) | |||||||||||||||||
| ZEEMAN textielSupers NV | Noord | Euro Shoe Group N.V. | |||||||||||||||||
| KRUIDVAT bvba | MAXI ZOO BELGIUM bvba | ||||||||||||||||||
| 1967 - 1996 | 15 554 100.00% |
1 323 703.25 12 304 206.81 18 799 129.23 17 922 772.90 | Fnac Vanden | ||||||||||||||||
| Tiensesteenweg 410, 3360 Korbeek-Lo | LOVANIX BVBA (Ixina) | Borre nv | |||||||||||||||||
| Tiensesteenweg 370, 3360 Korbeek-Lo | TEGEL CONCEPT BVBA | Antwerp | KOKIDO BVBA | ||||||||||||||||
| Tiensesteenweg 393, 3360 Korbeek-Lo | FUN BELGIUM nv | PRO-DUO nv | |||||||||||||||||
| Tiensesteenweg 1B, 3360 Korbeek-Lo | MEDI-MARKET Parapharmacies SA | ZEEMAN textielSupers NV | |||||||||||||||||
| Ridderstraat 2-12, 3360 Bierbeek | MODEMAKERS FASHION nv | Vannotten Peggy en Oleson Queeny | |||||||||||||||||
| Leuven-Oost | FABRIMODE nv (Bel & Bo) | Van Praetlei 260 2/1, 2170 Merksem | Cespedes Selina | ||||||||||||||||
| LEEN BAKKER BELGIE nv | Bredabaan 1205-1207, 2900 Schoten | KREFEL nv | |||||||||||||||||
| OVS Home nv | Bredabaan 1213, 2900 Schoten | LEEN BAKKER BELGIE nv | |||||||||||||||||
| ACTION BELGIUM BVBA | MEDINA nv (Bent | ||||||||||||||||||
| L.TORFS NV | Bredabaan 1207, 2900 Schoten | Schoenen) | |||||||||||||||||
| 1987 - 1993 | 11 008 100.00% |
1 537 500.17 | 8 708 030.64 21 965 780.77 19 706 144.99 | Bredabaan 1215, 2900 Schoten | L.TORFS NV | ||||||||||||||
| Gouden Kruispunt 69, 3390 Tielt-Winge | MODEMAKERS FASHION nv | Bredabaan 1211, 2900 Schoten | |||||||||||||||||
| Aarschotsesteenweg 9, 3390 Sint-Joris-Winge | Retail Concepts NV (AS Adventure) | ||||||||||||||||||
| Sint-Joris-Winge | FUN BELGIUM nv | Bredabaan 1209, 2900 Schoten | JBC nv | ||||||||||||||||
| Aarschotsesteenweg 13, 3390 Sint-Joris-Winge | Van Haren Schoenen BV | Bredabaan 1203, 2900 Schoten | OVS Home nv | ||||||||||||||||
| 1984 - 2011 | 7 371 100.00% |
1 010 291.16 | 5 830 931.49 15 208 044.11 14 393 581.71 | 1976 - 2016 | 35 979 | 99.98% | 5 168 821.88 28 461 685.53 84 061 848.90 77 288 886.89 | ||||||||||||
| Bell Telephonelaan2/2, 2260 Oevel | Burger Brands Belgium NV | ||||||||||||||||||
| Bell-Telephonelaan 1/2, 2260 Oevel | ACTION BELGIUM BVBA | ||||||||||||||||||
| Hotelstraat 1-10, 2260 Oevel | C&A België cv | ||||||||||||||||||
| FABRIMODE nv (Bel & Bo) | |||||||||||||||||||
| Euro Shoe Group N.V. | |||||||||||||||||||
| Westerlo | KWANTUM BELGIE BV | ||||||||||||||||||
| ZEB - Zebulah N.V. | |||||||||||||||||||
| HEUREKA BVBA (franchisé Heytens) | |||||||||||||||||||
| ZEEMAN textielSupers NV | |||||||||||||||||||
| Hunkemöller Belgium NV | |||||||||||||||||||
| Merkkleding BVBA | |||||||||||||||||||
| 1988 - 2011 | 12 218 | 99.87% | 986 459.59 | 9 665 217.87 16 168 867.94 16 487 725.64 |
| Year of | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| construction - | Gross | Occupancy | Rental | Insurred | Acquisition | |||||
| Province Cluster | Address | last renovation Tenant | surface m2 | rate | income | value | Fair value | value | ||
| Donk 54/1-54/4, 2500 Lier | LUMA BVBA | |||||||||
| HEUREKA BVBA (franchisé Heytens) | ||||||||||
| Fnac Vanden Borre nv | ||||||||||
| M.A.S. BV (Cats & Dogs) | ||||||||||
| Lier | Antwerpsesteenweg 308, 2500 Lier | Groep Bossuyt Belgie NV | ||||||||
| Antwerpsesteenweg 366, 2500 Lier | KREFEL nv | |||||||||
| Slaapadvies BVBA BELGACOM MOBILE NV |
||||||||||
| FUN BELGIUM nv | ||||||||||
| 1993 - 2009 | 8 293 | 100.00% | 866 837.86 | 6 560 292.34 13 430 458.16 | 7 599 055.66 | |||||
| Boomsesteenweg 651, 2610 Wilrijk | DECOR HEYTENS BELGIE NV | |||||||||
| Boomsesteenweg 649, 2610 Wilrijk | KREFEL nv | |||||||||
| Boomsesteenweg 649-651, 2610 Wilrijk | ADEBO NV | |||||||||
| Obey NV | ||||||||||
| RUFFIN Franky | ||||||||||
| Boomsesteenweg 652, 2610 Wilrijk | OVS Home nv | |||||||||
| Boomsesteenweg 941-945, 2610 Wilrijk | Keukenontwerpers NV | |||||||||
| PRO-DUO nv | ||||||||||
| Schrauwen Sanitair en Verwarming NV | ||||||||||
| A & Y GROUP BV | ||||||||||
| HILTI BELGIUM nv | ||||||||||
| INTER HOME MARKET | ||||||||||
| Antwerpen-Zuid | Boomsesteenweg 800, 2610 Wilrijk | Odysseus Bouwmarkten NV | ||||||||
| Antwerpsesteenweg 65_1, 2630 Aartselaar | Bedden en Matrassen BV | |||||||||
| MEUBELEN DE ABDIJ bvba | ||||||||||
| Boomsesteenweg 68, 2630 Aartselaar | MAXI ZOO BELGIUM bvba | |||||||||
| Boomsesteenweg 90, 2630 Aartselaar | BMS nv | |||||||||
| Antwerp | Boomsesteenweg 86, 2630 Aartselaar | FUN BELGIUM nv | ||||||||
| Boomsesteenweg 62, 2630 Aartselaar | JUMP UNIVERZ BVBA (verkoop trampolines, springkastelen) | |||||||||
| Boomsesteenweg 66, 2630 Aartselaar | CASA INTERNATIONAL NV | |||||||||
| Koningin Astridlaan 85A, 2550 Kontich | C&A België cv Basic Fit België |
|||||||||
| ZEB - ANTWERP FASHION OUTLET NV | ||||||||||
| LIN'S | ||||||||||
| Euro Shoe Group N.V. | ||||||||||
| 1960 - 2016 | 32 759 | 100.00% | 3 460 250.77 25 914 460.00 53 088 214.30 39 998 109.10 | |||||||
| Oscar Van Kesbeecklaan 3, 2800 Mechelen | Mega Outlet BVBA | |||||||||
| Oscar Van Kesbeecklaan 7, 2800 Mechelen | MAXI ZOO BELGIUM bvba | |||||||||
| Electriciteitsstraat 39, 2800 Mechelen | Van Haren Schoenen BV | |||||||||
| Guido Gezellelaan, 2800 Mechelen | ||||||||||
| Mechelen-Noord | Guido Gezellelaan 6, 2800 Mechelen | |||||||||
| Guido Gezellelaan 8, 2800 Mechelen | ||||||||||
| Guido Gezellelaan 10-18, 2800 Mechelen | ||||||||||
| Guido Gezellelaan 10/12, 2800 Mechelen | ||||||||||
| Guido Gezellelaan 20, 2800 Mechelen | Babydump B.V. | |||||||||
| Liersesteenweg 432, 2800 Mechelen | FUN BELGIUM nv | |||||||||
| 1960 - 2011 | 7 370 | 100.00% | 829 771.62 | 5 830 140.43 11 560 098.98 10 158 141.82 | ||||||
| Brusselsesteenweg 445 en 443, 2800 Mechelen | Slaapadvies BVBA | |||||||||
| Brusselsesteenweg 439, 2800 Mechelen | FABRIMODE nv (Bel & Bo) | |||||||||
| Menatam SA (Eggo) | ||||||||||
| Van Haren Schoenen BV | ||||||||||
| Mechelen-Zuid | Brusselsesteenweg 441 A, 2800 Mechelen | Fnac Vanden Borre nv | ||||||||
| Brusselsesteenweg 441, 2800 Mechelen Brusselsesteenweg 441 B, 2800 Mechelen |
REDISCO bvba | |||||||||
| Brusselsesteenweg 437, 2800 Mechelen | L&L Retail Belgium SA | |||||||||
| Geerdegemstraat 148, 2800 Mechelen | OVS Home nv | |||||||||
| 1983 - 2005 | 7 536 | 99.97% | 989 330.16 | 5 961 457.02 14 176 899.94 | 8 954 399.22 |
| Year of construction - |
Gross | Occupancy | Rental | Insurred | Acquisition | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Province Cluster | Address | last renovation Tenant | surface m2 | rate | income | value | Fair value | value | ||
| Hasselt | Biezenstraat 47 - 53, 3500 Hasselt | KWANTUM BELGIE BV MEDIA MARKT TWEE TORENS HASSELT NV Maisons du Monde |
||||||||
| 2017 | X²O Antwerpen en Limburg NV | 5 964 | 100.00% | 913 601.73 | 4 717 904.68 14 444 883.00 14 871 643.28 | |||||
| Individual peripheral properties and other |
Genkersteenweg 160, 3500 Hasselt Grote Baan 212, 3530 Houthalen Meylandtlaan 171, 3550 Heusden-Zolder Koninginnelaan 125, 3630 Maasmechelen Koninginnelaan 127, 3630 Maasmechelen |
Chalet Center NV JBC nv LIDL NRG NEW GENERATION BVBA |
||||||||
| 1989 - 2016 | 5 546 | 99.89% | 453 011.89 | 4 387 240.00 | 7 314 995.94 | 7 588 274.29 | ||||
| Limburg | Beringen | Koolmijnlaan 193, 3580 Beringen | BRICO BELGIUM nv Albert Heijn België NV MAXI ZOO BELGIUM bvba Chaussea BRT BVBA MEDINA nv (Bent Schoenen) L&L Retail Belgium SA ZEB - Monashee BVBA H&M Hennes & Mauritz SA FABRIMODE nv (Bel & Bo) C&A België cv AVA PAPIERWAREN nv Fnac Vanden Borre nv |
|||||||
| 2015 | 17 637 | 100.00% | 2 051 817.16 13 951 992.77 31 425 213.95 30 944 405.87 | |||||||
| Genk Hasseltweg |
Hasseltweg 97, 3600 Genk Hasseltweg 99, 3600 Genk Hasseltweg 101, 3600 Genk Hasseltweg 103, 3600 Genk Hasseltweg 105-107, 3600 Genk Hasseltweg 97/107, 3600 Genk Hasseltweg 183, 3600 Genk Hasseltweg 111, 3600 Genk Hasseltweg 113, 3600 Genk Hasseltweg 115, 3600 Genk Hasseltweg 76 bus 1, 3600 Genk Hasseltweg 76, 3600 Genk Wilde Kastanjelaan 3, 3600 Genk Wilde Kastanjelaan 3, 3600 Genk |
Groep Bossuyt Belgie NV FABRIMODE nv (Bel & Bo) MEDINA nv (Bent Schoenen) L&L Retail Belgium SA Swiss Sense BV RSA WOONOPLOSSINGEN BV VAN BEUREN INTERIORS bvba KVIK AS SLEEP DESIGN nv Toychamp Belgium N.V. Seats and sofas N.V. MEVLANA SLAGERIJ BVBA ALDI HEUSDEN-ZOLDER |
||||||||
| 1988 - 2015 | 14 425 | 99.96% | 1 230 456.29 11 411 095.74 19 947 983.30 18 293 610.43 |
| Province Cluster | Address | Year of construction - last renovation Tenant |
Gross surface m2 |
Occupancy rate |
Rental income |
Insurred value |
Fair value | Acquisition value |
||
|---|---|---|---|---|---|---|---|---|---|---|
| Lim-Lanaken | Maaseikersteenweg 197, 3620 Lanaken | JYSK BVBA E5 Fashion BV JYSK BVBA Toychamp Belgium N.V. |
||||||||
| 2005 | 4 150 | 100.00% | 291 622.13 | 3 282 914.89 | 5 227 636.55 | 5 340 246.38 | ||||
| Limburg | Tongeren | Luikersteenweg 151 , 3700 Tongeren | JBC nv L.TORFS NV ADL Consult BVBA PRO-DUO nv Euro Shoe Group N.V. Kleding Vossen NV Fnac Vanden Borre nv ZEB - Monashee BVBA Dreamland NV FABRIMODE nv (Bel & Bo) KRUIDVAT bvba E5 Fashion BV Chaussea BRT BVBA AUVA Tongeren BVBA GOBREL sa BIG BAZAR NV JOETRON BV Delhaize Le Lion - De Leeuw Comm.VA LIDL ACTION BELGIUM BVBA MAXI ZOO BELGIUM bvba LIDL LEEN BAKKER BELGIE nv |
|||||||
| Luikersteenweg 151 bus 37, 3700 Tongeren | Groep L.B.M. BVBA | |||||||||
| 2012 | 30 930 | 100.00% | 2 445 903.25 24 467 604.26 40 524 675.13 37 845 127.45 | |||||||
| Lommel | Binnensingel 46-54, 3920 Lommel | Sportsdirect.com Belgium LIDL LEEN BAKKER BELGIE nv KREFEL nv |
||||||||
| 2006 | 6 938 | 100.00% | 755 854.82 | 5 488 400.85 11 612 772.50 10 747 809.39 |
| Rue Servais Malaise 29, 4030 Grivegnée Rue Servais Malaise 29/31, 4030 Grivegnée |
Euro Shoe Group N.V. KRUIDVAT bvba |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| Zanimo SPRL | |||||||||
| rue de Sewage 1, 4100 Seraing | J. DISCOUNT SA | ||||||||
| Route du Condroz 221, 4120 Neupré | KO AMUSEMENT 4120 SRL | ||||||||
| Route du Condroz, 4120 Neupré | DELAIDENNE DOMINIQUE POINT CARRE sprl |
||||||||
| Individual peripheral |
Bounce Wear BVBA (sportartikelen) | ||||||||
| properties and other |
Avenue Laboulle 17, 4130 Tilff | LIDL | |||||||
| Chaussée Romaine 244, 4300 Waremme | Poivre et Sel Concept SPRL Revolution Fitness SPRL |
||||||||
| Al'Binete Waremme SPRL | |||||||||
| Chaussée Romaine 246, 4300 Waremme | D.V.A.P. SA | ||||||||
| Rue Joseph Wauters 25A, 4500 Huy Avenue du Bosquet 33, 4500 Huy |
CHAUSSURES René Collard SA Bleu Citron SPRL |
||||||||
| rue du Bay-Bonnet 8, 4620 Fléron | LIDL | ||||||||
| Boulevard des Anglais 47, 4900 Spa | 1986 - 2017 | ACTION BELGIUM BVBA/BRISTOL | 13 970 | 100.00% | 1 296 328.54 11 051 161.70 15 684 533.74 16 032 907.31 | ||||
| Auto 5 NV | |||||||||
| Chaussée de Tongres 269, 4000 Rocourt | |||||||||
| CLUB sa | |||||||||
| KREFEL nv | |||||||||
| MEDI-MARKET Parapharmacies SA BDO Distribution SA |
|||||||||
| Chaussea BRT BVBA | |||||||||
| Rocourt | C&A België cv | ||||||||
| WELL SA | |||||||||
| HEMA BELGIE BVBA ZEB - Nationale4 NV |
|||||||||
| JBC nv | |||||||||
| Burger Brands Belgium NV | |||||||||
| rue des Naiveux 44, 4040 Herstal | 1975 - 1987 | HOME KITCHENS SPRL | 10 737 | 100.00% | 1 829 869.08 | 8 493 652.34 27 842 650.12 28 027 555.95 | |||
| rue des Naiveux 40, 4040 Herstal | L&L Retail Belgium SA | ||||||||
| Rue des Naiveux 24B, 4040 Herstal | KRUIDVAT bvba | ||||||||
| TAO Belgique SA | |||||||||
| Herstal | Rue des Naiveux 20, 4040 Herstal | Fnac Vanden Borre nv | |||||||
| Rue des Naiveux 16, 4040 Herstal | |||||||||
| rue de Naiveux 7, 4040 Herstal rue Arnold Delsupexhe 66A, 4040 Herstal |
MT - MONDIAL TEXTILES SA KREFEL nv |
||||||||
| JCDECAUX BILLBOARD sa | |||||||||
| rue Arnold Delsupexhe 66B, 4040 Herstal | AVA PAPIERWAREN nv | ||||||||
| Porte de Liège 7, 4342 Hognoul | 1971 - 2001 | LEEN BAKKER BELGIE nv | 6 180 | 100.00% | 766 184.67 | 4 888 774.47 | 9 303 240.34 | 6 357 371.49 | |
| POLTRONESOFA BELGIUM SA | |||||||||
| Hognoul | X²O Wallonië NV |
| Year of | Year of | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| construction - | Gross | Occupancy | Rental | Insurred | Acquisition | construction - | Gross | Occupancy | Rental | Insurred | Acquisition | |||||||||
| Province Cluster | Address | last renovation Tenant | surface m2 | rate income |
value | Fair value | value | Province Cluster | Address | last renovation Tenant | surface m2 | rate | income | value | Fair value | value | ||||
| Rue Champs de Tignée 4/2, 4671 Barchon | NovaSYO BVBA (bedden en matrassen) | rue de Sardanson 2-4, 5004 Bouge | FAST FOOD sprl (FAILLIET) | |||||||||||||||||
| Rue Champs de Tignée 4/1, 4671 Barchon | SERVI9 SCRL | CCB Corporate SPRL (Cash Converters) | ||||||||||||||||||
| Champs de Tignée 14-34, 4671 Barchon | LES PERES NOIRS SA | 2 HB ANS SPRL (haircare) | ||||||||||||||||||
| Optic Barchon SCRL | Chaussée de Louvain 261, 5004 Bouge | C&A België cv | ||||||||||||||||||
| Chaud Diffusion SPRL | Chaussée de Louvain 257, 5004 Bouge | MESTDAGH SA | ||||||||||||||||||
| Saker-Greco | rue Louis Albert 7, 5020 Champion | |||||||||||||||||||
| BRICOBA SA | Namen-Noord | Rue Louis Albert 5-7, 5020 Champion | ZEEMAN textielSupers NV | |||||||||||||||||
| MALIK COIFFURE SRL | rue Louis Albert 5, 5020 Champion | E5-Mode nv | ||||||||||||||||||
| Les Bouchers Doubles SPRL | CHAUSSURES LACHAPELLE SA | |||||||||||||||||||
| Blegny-Barchon | LA CHINE WOK SPRL | Rue Louis Albert 6A, 5020 Champion | SND sa (Trafic) | |||||||||||||||||
| CIRCUS BELGIUM SA | Rue Louis Albert 6, 5020 Champion | |||||||||||||||||||
| LA GLISSE | Chaussée de Louvain 562-564B, 5020 Champion | ALDI Gembloux sa | ||||||||||||||||||
| 3D MANAGEMENT SPRL | Maisons du Monde | |||||||||||||||||||
| SEPTEMBRE 1965 sprl (Point carré) Delhaize Le Lion - De Leeuw Comm.VA |
1990 - 2012 | Le Fu SPRL | 14 868 | 99.89% | 1 508 407.07 11 761 537.02 23 142 577.01 19 064 443.14 | |||||||||||||||
| LIDL | Ancien Rivage 73, 5020 Malonne | ANISERCO nv | ||||||||||||||||||
| TOP TRADING BVBA | Individual | Chaussée de Wavre 42B, 5030 Gembloux | Chalet Center NV | |||||||||||||||||
| T.C. Boncelles SPRL | peripheral properties and |
Avenue Reine Elisabeth, 5300 Andenne | NEW MTB SRL (King Jouet) | |||||||||||||||||
| PHILIPPE STEVENS SPRL - DIGITHOME | other | Avenue de la Belle Mine 24, 5300 Andenne | Fnac Vanden Borre nv | |||||||||||||||||
| 1989 - 2008 | 13 062 | 100.00% | 1 255 807.52 10 332 875.74 19 659 109.28 16 679 875.68 | 1996 -2007 | 3 227 | 100.00% | 299 796.80 | 2 552 762.98 | 5 089 861.40 | 3 878 624.42 | ||||||||||
| Rue Mitoyenne 1, 4700 Eupen | CCB MODE SA | Campagne d'Enée, 5030 Gembloux | Menatam SA (Eggo) | |||||||||||||||||
| ANISERCO nv | Campagne d'Enée 11, 5030 Gembloux | KREFEL nv | ||||||||||||||||||
| Chaussea BRT BVBA | Campagne d'Enée 2, 5030 Gembloux | AVA PAPIERWAREN nv | ||||||||||||||||||
| C&A België cv | Campagne d'Enée 10, 5030 Gembloux | AUGEM SPRL | ||||||||||||||||||
| CP RETAIL SA | Gembloux | Campagne d'Enée 8, 5030 Gembloux | ELECTRO AV nv | |||||||||||||||||
| Eupen | Euro Shoe Group N.V. | Campagne d'Enée 7, 5030 Gembloux | KRUIDVAT bvba | |||||||||||||||||
| JBC nv | Campagne d'Enée 1, 5030 Gembloux | POINT CARRE sprl | ||||||||||||||||||
| CASA INTERNATIONAL NV | DISTRILED CENTRE BVBA | |||||||||||||||||||
| PRO-DUO nv | Campagne d'Enée 5, 5030 Gembloux | LIDL | ||||||||||||||||||
| Veritas NV | 2008 - 2009 | 8 237 | 100.00% | 911 580.60 | 6 515 992.77 13 662 913.72 12 645 719.51 | |||||||||||||||
| Herbesthalerstraat 154, 4700 Eupen | Rue du Cimetière, 5070 Fosses-la-Ville | Parfumerie ICI PARIS XL SA | ||||||||||||||||||
| Liège | 1988 - 2019 | 10 124 | 99.77% | 780 656.37 | 8 008 730.21 | 14 121 345.17 | 14 506 354.74 | JBC nv | ||||||||||||
| Boulevard des Gérardchamps 118, 4800 Verviers | Delhaize Le Lion - De Leeuw Comm.VA | Namur | POINT CARRE sprl | |||||||||||||||||
| ANISERCO nv | CHAUSSURES MANIET SA | |||||||||||||||||||
| LEEN BAKKER BELGIE nv | ETABLISSEMENT SWILLE SA (Entre Parenthèse) | |||||||||||||||||||
| Rue Fernand Houget 2-6A, 4800 Verviers | BDO Distribution SA | Hunkemöller Belgium NV | ||||||||||||||||||
| ACTION BELGIUM BVBA | ||||||||||||||||||||
| CASA INTERNATIONAL NV | HELGA CHANTRAINE SPRL (Julie Fashion Club en Fashion club Men) | |||||||||||||||||||
| Régie des Bâtiments | GTELECOM SPRL | |||||||||||||||||||
| SPV FAMILY SPRL (Okaïdi) | ||||||||||||||||||||
| Rue de la Station 8, 4800 Verviers | Decathlon Belgium NV | POINTFOSSES SPRL | ||||||||||||||||||
| MCDonald's Restaurants Belgium NV | Pharmacie Graf-Lesoye SPRL | |||||||||||||||||||
| Securex International | O Q.G SPRL (Brasserie) | |||||||||||||||||||
| Miami Sun SPRL | Fosses-La-Ville | Delhaize Le Lion - De Leeuw Comm.VA | ||||||||||||||||||
| ING Belgique SA | Jouets BROZE SA | |||||||||||||||||||
| Pharmacies Populaires de Verviers et arr. SCRL | STOCK FOSSES SA | |||||||||||||||||||
| Dreamland NV | SNC FLORENT ET CIE SCS (Chocolaterie) | |||||||||||||||||||
| Verviers | PRO-DUO nv | ANISERCO nv | ||||||||||||||||||
| Zanimo SPRL | VG EXPRESS SPRL (Shop for Geek) | |||||||||||||||||||
| ELECTRO AV nv | Just et Oli SPRL | |||||||||||||||||||
| SND sa (Trafic) | IMPERIAL BIJOUX SPRL | |||||||||||||||||||
| Menatam SA (Eggo) Maisons du Monde |
CROQ'IN STOCK SCRI PREVITI M. & C. SCRL (Traiteur Italiaans) |
|||||||||||||||||||
| Parfumerie ICI PARIS XL SA | CROQ'IN SUSHI SARL | |||||||||||||||||||
| Chaussea BRT BVBA | Favresse Marie-Hélène (schoonheidssalon) | |||||||||||||||||||
| L&L Retail Belgium SA | BERTRAND SA (AD Delhaize) | |||||||||||||||||||
| 3D MANAGEMENT SPRL | Servais Alain (bloemen) | |||||||||||||||||||
| 2014 | 15 940 | 99.99% | ||||||||||||||||||
| JBC nv | 1 763 876.77 12 609 557.45 28 704 594.71 29 201 101.44 | |||||||||||||||||||
| Delimmo SA | Avenue du Prince de Liege 115, 5100 Jambes | Fnac Vanden Borre nv | ||||||||||||||||||
| CRESCEND HOME S.A. (Ixina) | Avenue Prince de Liège 117, 5100 Jambes | Chaussea BRT BVBA | ||||||||||||||||||
| MAXI ZOO BELGIUM bvba Papeterie.be SPRL (Page 111) |
Namen-Zuid | Avenue Prince de Liège 114/120, 5100 Jambes Chaussée de Liege 519, 5100 Jambes |
X²O Wallonië NV Burger Brands Belgium NV |
|||||||||||||||||
| KRUIDVAT bvba | Chaussée de Marche 570, 5101 Erpent | KREFEL nv | ||||||||||||||||||
| 1998 - 2013 | 37 151 | 99.92% | 3 454 349.19 29 388 812.34 53 194 835.39 50 083 046.10 | Chaussée de Marche 586, 5101 Erpent | LOVIC S.A. |
| Year of | Gross | Occupancy | Rental | Insurred | Acquisition | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Province Cluster | construction - Address last renovation Tenant |
surface m2 | rate income |
value | Fair value | value | Province | Cluster | Address | ||
| Rue Baty des Puissances 6, 5190 Jemeppe-sur-Sambre Rue Baty des Puissances 1, 5190 Jemeppe-sur-Sambre Rue Baty des Puissances 12, 5190 Jemeppe-sur-Sambre |
ACTION BELGIUM BVBA BRICO BELGIUM nv NEW MTB SRL (King Jouet) |
||||||||||
| Sambreville | Rue Baty des Puissances, 5190 Jemeppe-sur-Sambre Rue Baty des Puissances 11/2, 5190 Jemeppe-sur-Sambre GOBREL sa Rue Baty des Puissances 27, 5190 Jemeppe-sur-Sambre |
Ping an 168 SPRL (kledingwinkel - Mirroir) Bavarois Concept SPRL (Wok) |
Aiseau-Presles | ||||||||
| 1992 - 2002 | 5 982 | 99.85% | 443 077.92 | 4 732 143.83 | 7 585 690.61 | 5 346 072.35 | |||||
| Namur | Dinant | Tienne de l'Europe / Rue Saint Jacques, 5500 Dinant Tienne de l'Europe 12C, 5500 Dinant Tienne de l'Europe 5, 5500 Dinant Tienne de l'Europe, 5500 Dinant |
ELECTRO AV nv LEEN BAKKER BELGIE nv CP RETAIL SA Parée Pierre NMD sprl |
||||||||
| C&A België cv | Mons | ||||||||||
| Philippeville | 1996 - 2001 Rue de Neuville 2, 5600 Philippeville rue de Neuville, 5600 Philippeville |
5 330 Euro Shoe Group N.V. C&A België cv ALDI Gembloux sa |
99.64% | 353 492.17 | 4 216 370.21 | 7 118 207.04 | 6 454 671.73 | ||||
| 1989 | 2 936 | 100.00% | 302 601.87 | 2 322 563.40 | 4 692 408.13 | 275 033.07 | |||||
| Route de Philippeville 402/422, 6010 Couillet | MK MEUBLES SCS | ||||||||||
| Route Nationale 5, 6041 Gosselies | Electro Depot Belgique SA | ||||||||||
| Route de la Basse Sambre 713, 6060 Gilly | WIBRA BELGIE BV | ||||||||||
| Route de la Basse Sambre, 6060 Gilly | Mega Store SPRL | Hainaut | Mouscron | ||||||||
| Avenue du Centenaire 50, 6061 Montignies-sur-Sambre | Le Comité Scolaire Saint Valentin ASBL | ||||||||||
| Rue de la Persévérance 7-9, 6061 Montignies-sur-Sambre Basic Fit België | |||||||||||
| Rue de Leernes 2, 6140 Fontaine-l'Evêque | MATCH sa | ||||||||||
| Chaussée de Mons 322, 6150 Anderlues | POINT CARRE sprl | ||||||||||
| Chaussée de Mons 324, 6150 Anderlues | JBC nv | ||||||||||
| Rue Dewiest 86, 6180 Courcelles Rue Dewiest, 6180 Courcelles |
DFA1-Centre funéraire Marchant BVBA MOBISTAR nv |
||||||||||
| Rue des Français 152, 6200 Châtelet | PROFI sa | ||||||||||
| Rue de Bertransart, 6280 Gerpinnes | DISTRILED CENTRE BVBA | ||||||||||
| Rue d'Anderlues 110, 6530 Thuin | LIDL | Frameries | |||||||||
| Chaussée de Binche 50, 7000 Mons | Sitipac SRL | ||||||||||
| Individual | Avenue Wilson 421, 7012 Jemappes | NIKE Retail BV | |||||||||
| peripheral properties and |
Basic Fit België | ||||||||||
| Hainaut | other | Chaussee de Roeulx 353, 7060 Soignies | |||||||||
| Chaussee de Roeulx 351, 7060 Soignies | AVEVE nv | ||||||||||
| Avenue de la Wallonie 6, 7100 La Louvière | Chaussea BRT BVBA Electro Depot Belgique SA |
||||||||||
| Rue Zéphirin Fontaine 76A, 7130 Binche | KRUIDVAT bvba | ||||||||||
| Rue Zépherin Fontaine 140, 7130 Binche | RUNFA SPRL (Wok) | ||||||||||
| Route de Mons, 7390 Quaregnon | NEW MTB SRL (King Jouet) MAC MOTOR SRL |
Leuze-en-Hainaut | |||||||||
| Route de Mons 107, 7390 Quaregnon | Bassani SPRL | ||||||||||
| Mc Donald's Belgium Inc. JCDECAUX BILLBOARD sa |
|||||||||||
| Route de Mons 124, 7390 Wasmuel | Ideal Bazar SPRL | ||||||||||
| Rue de la Perseverance 13, 6061 Montignies-sur-Sambre Do Invest NV | |||||||||||
| Rue de la Perseverance 11, 6061 Montignies-sur-Sambre Fnac Vanden Borre nv | |||||||||||
| Rue du Grand Hornu 63, 7301 Hornu | ANISERCO nv | ||||||||||
| Rue du Grand Hornu 77, 7301 Hornu | CARPETLAND nv |
1980 - 2009 32 778 99.97% 2 850 497.09 25 929 490.21 38 106 659.97 32 600 286.80
| Year of construction - |
Gross | Occupancy | Rental | Insurred | Acquisition | ||||
|---|---|---|---|---|---|---|---|---|---|
| last renovation Tenant | surface m2 | rate | income | value | Fair value | value | |||
| Aiseau-Presles | Rue du Campinaire 72-82, 6250 Aiseau-Presles | Omega NV (Databuild) RSDECO AVEVE nv |
|||||||
| ALDI Gembloux sa | |||||||||
| 2009 - 2011 | Euro Shoe Group N.V. | 8 182 | 99.94% | 703 774.12 | 6 472 484.26 11 465 108.97 10 898 022.47 | ||||
| Erquelinnes | Route de Mons 276, 6560 Erquelinnes Route de Mons 260, 6560 Erquelinnes |
SND sa (Trafic) | |||||||
| 2011 | 2 232 | 99.81% | 145 930.05 | 1 765 654.47 | 2 540 466.07 | 2 828 669.03 | |||
| Mons | Place des Grands Pres 1, 7000 Mons Place des Grands Pres, 7000 Mons |
KREFEL nv Maisons du Monde Eva Ameublements SPRL (Rév Interieur) BDO Distribution SA MONSPORTS SCRL (Intersports) Retail Concepts NV (AS Adventure) M CREATION SRL |
|||||||
| 2016 | 11 779 | 100.00% | 1 738 865.90 | 9 317 940.85 28 456 346.59 27 741 274.14 | |||||
| Péruwelz | rue Neuve Chaussée, 7600 Péruwelz | FABRIMODE nv (Bel & Bo) ACTION BELGIUM BVBA |
|||||||
| 1996 - 2012 | 1 740 | 100.00% | 166 411.42 | 1 376 451.06 | 2 316 494.60 | 2 118 494.21 | |||
| Mouscron | Rue de la Liesse 92-96, 7700 Mouscron/Moeskroen | Excel-Cash SA (cash converters) LIDL |
|||||||
| 2014 | 2 713 | 99.85% | 298 306.23 | 2 146 156.17 | 5 135 064.28 | 5 228 877.66 | |||
| Frameries | Route Nationale, 7080 Frameries | ACTION BELGIUM BVBA FABRIMODE nv (Bel & Bo) LEEN BAKKER BELGIE nv Natale Mario (Sander boutique) Euro Shoe Group N.V. ANISERCO nv Willems NV (verandas) X²O Wallonië NV Distriled Tournai SPRL (Extrashop) SND sa (Trafic) ZEEMAN textielSupers NV KRUIDVAT bvba RUBEN.G SPRL ITM ALIMENTAIRE BELGIUM SA |
|||||||
| 2012 -2018 | 14 917 | 100.00% | 1 432 920.33 11 800 299.15 21 829 226.84 21 756 559.19 | ||||||
| Leuze-en-Hainaut | Rue de l'Artisanat 3-7, 7900 Leuze-en-Hainaut | ACTION BELGIUM BVBA NovaSYO BVBA (bedden en matrassen) JD Optimal SRL Euro Shoe Group N.V. |
|||||||
| 2014 | 3 050 | 100.00% | 237 235.37 | 2 412 744.68 | 3 373 662.45 | 3 982 110.76 |
| Year of | Year of | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| construction - | Gross Occupancy |
Rental | Insurred | Acquisition | construction - | Gross | Occupancy | Rental | Insurred | Acquisition | |||||||||
| Province | Cluster | Address last renovation Tenant |
surface m2 | rate | income | value | Fair value | value | Province Cluster | Address | last renovation Tenant | surface m2 | rate | income | value | Fair value | value | ||
| rue des Roselières 10, 7503 Froyennes | CHAUSSURES MANIET SA | avenue de France 40, 6900 Marche-en-Famenne | |||||||||||||||||
| rue des Roselières 14, 7503 Froyennes | LEEN BAKKER BELGIE nv | avenue de France 42, 6900 Marche-en-Famenne | |||||||||||||||||
| rue des Roseliers 7, 7503 Froyennes | Delcambe Chaussures SPRL | avenue de France 44, 6900 Marche-en-Famenne | I X I DISTRIBUTION S.A. | ||||||||||||||||
| rue des Roseliers 1, 7503 Froyennes | BDO Distribution SA | avenue de France 38, 6900 Marche-en-Famenne | C&A België cv | ||||||||||||||||
| Tournai | Rue de Maire 13a-d, 7503 Froyennes | ANISERCO nv | BBK Expansion BVBA (Babykid) | ||||||||||||||||
| NEW MTB SRL (King Jouet) | Avenue de France 32, 6900 Marche-en-Famenne | LEEN BAKKER BELGIE nv | |||||||||||||||||
| CARGLASS nv | Avenue de France 34, 6900 Marche-en-Famenne | JMBA SPRL (Ixina) | |||||||||||||||||
| Au coin du Feu SPRL | Marche-en | Avenue de France 36, 6900 Marche-en-Famenne | CASA INTERNATIONAL NV | ||||||||||||||||
| Luxembourg | Famenne | ||||||||||||||||||
| Rue de la Taverne du Maire 3, 7503 Froyennes | DI SA | Chaussée de Liège 11, 6900 Marche-en-Famenne | BASILE FAMILY sprl | ||||||||||||||||
| MOBISTAR nv | Rue du park Industriel 5, 6900 Marche-en-Famenne | H&M Hennes & Mauritz SA | |||||||||||||||||
| Hainaut | 1981 - 2010 | 7 979 100.00% |
947 544.88 | 6 311 898.30 12 266 795.26 | 8 273 703.63 | HEMA BELGIE BVBA | |||||||||||||
| Chaussée de Bruxelles 60, 7800 Ath | Euro Shoe Group N.V. | MT - MONDIAL TEXTILES SA | |||||||||||||||||
| AGIK s.p.r.l. | ELECTRO AV nv | ||||||||||||||||||
| KRUIDVAT bvba | Follow Up SPRL | ||||||||||||||||||
| MATCH sa | Civadis SA | ||||||||||||||||||
| ZEEMAN textielSupers NV | Rue du Park Industriel 13, 6900 Marche-en-Famenne | HUBO BELGIE nv | |||||||||||||||||
| Ath | Fally Marie | 1969 - 2013 | 15 183 | 99.88% | 1 438 143.93 12 010 722.13 24 131 713.15 17 777 576.47 | ||||||||||||||
| ELECTRO AV nv | Sint-Pieterskaai 20 A, 8000 Brugge | HEMA BELGIE BVBA | |||||||||||||||||
| ACTION BELGIUM BVBA | Sint-Pieterskaai 20, 8000 Brugge | Delix 88 BVBA | |||||||||||||||||
| Alken-Maes NV | Sint-Pieterszuidstraat en Veemarktstraat, 8000 Brugge | LIDL | |||||||||||||||||
| RNA STORE SRL | Euro Shoe Group N.V. | ||||||||||||||||||
| Lloydspharma Group SA | ADL Consult BVBA | ||||||||||||||||||
| 1974 - 2017 | 7 345 99.93% |
709 132.00 | 5 810 363.83 12 013 969.82 | 9 623 194.58 | IDEWE VZW | ||||||||||||||
| Rue de Grass, 6700 Sterpenich | Signify Belgium NV | Brugge-Noord | Dreambaby NV | ||||||||||||||||
| Maisons du Monde | LEEN BAKKER BELGIE nv | ||||||||||||||||||
| BDO Distribution SA | ACTION BELGIUM BVBA | ||||||||||||||||||
| Arlon | DISTRILED MARCHE SPRL (Extra Shop) | Omega (BWC) | |||||||||||||||||
| ARLONSPORTS SCRL (Intersport) | MAXI ZOO BELGIUM bvba | ||||||||||||||||||
| X²O Wallonië NV | KRUIDVAT bvba | ||||||||||||||||||
| 2018 | 11 123 100.00% |
1 361 532.42 | 8 799 002.98 19 497 157.47 20 572 113.96 | ZEEMAN textielSupers NV | |||||||||||||||
| Avenue de la Gare, 6720 Habay-la-Neuve | Carrefour Belgium SA | 1976 - 2012 | 13 186 | 100.00% | 1 257 319.76 10 430 967.66 18 898 153.04 17 505 893.17 | ||||||||||||||
| Maxi Market SPRL | Torhoutsestraat 45, 8020 Ruddervoorde | MATCH sa | |||||||||||||||||
| rue de la Vallée 100-108, 6780 Messancy | I.L.I.S. SA | Maalsesteenweg 166, 8310 Sint-Kruis | MEUBELEN DE ABDIJ bvba | ||||||||||||||||
| BDO Distribution SA | West | Individual | Maalsesteenweg 255, 8310 Sint-Kruis | C&A België cv | |||||||||||||||
| Individual | Flanders | peripheral | |||||||||||||||||
| peripheral | MAKE sprl | properties and | Torhoutsesteenweg 610, 8400 Oostende | IMETAM bvba | |||||||||||||||
| properties and | Blue Vision Messancy (à constitiuer) | other | Biezenstraat 16, 8430 Middelkerke | ACTION BELGIUM BVBA | |||||||||||||||
| other | Clebio SPRL | Koninklijke Baan 228, 8670 Koksijde | Euro Shoe Group N.V. | ||||||||||||||||
| Luxembourg | Quality meat Renmans SA | Frankrijklaan 2, 8970 Poperinge | Omega (BWC) | ||||||||||||||||
| rue de Neufchâteau 5, 6800 Libramont-Chevigny | BBK Expansion BVBA (Babykid) | 1950 - 1998 | 8 598 | 100.00% | 820 306.67 | 6 801 566.81 11 289 811.14 11 842 114.12 | |||||||||||||
| Rue de la Girafe 21, 6830 Bouillon | Omega NV (Databuild) | Ringlaan 32, 8500 Kortrijk | D. Fashion NV (Giks) | ||||||||||||||||
| Rue de la Girafe 25, 6830 Bouillon | bpost SA | IMETAM bvba | |||||||||||||||||
| 1992 - 2008 | 10 829 100.00% |
805 889.99 | 8 566 430.21 | 9 786 234.10 11 709 778.80 | L.TORFS NV | ||||||||||||||
| Rue de l'Aliénau, 6800 Libramont | Burger Brands Belgium NV | DE MAMBO B.V.B.A. | |||||||||||||||||
| MONDIAL EXPRESS SCRL | Kortrijk-Noord | Ringlaan 11, 8520 Kuurne | JOMA SPORT BV | ||||||||||||||||
| JBC nv | Ringlaan, 8520 Kuurne | Fnac Vanden Borre nv | |||||||||||||||||
| Planet Parfum SA | Ter Ferrants 1, 8520 Kuurne | Euro Shoe Group N.V. | |||||||||||||||||
| Veritas NV | Ter Ferrants 3, 8520 Kuurne | AVA PAPIERWAREN nv | |||||||||||||||||
| Libramont | |||||||||||||||||||
| H&M Hennes & Mauritz SA | Ter Ferrants 4, 8520 Kuurne | ||||||||||||||||||
| POINT CARRE sprl | Ter Ferrants 2, 8520 Kuurne | LEEN BAKKER BELGIE nv | |||||||||||||||||
| BRICO ARDENNE SPRL | 1987 - 2015 | 12 714 | 99.89% | 1 000 195.95 10 057 585.53 15 777 960.74 10 743 615.98 | |||||||||||||||
| Rue de Libin 2a, 6800 Libramont | KREFEL nv | ||||||||||||||||||
| Rue de Libin 2, 6800 Libramont | AVA PAPIERWAREN nv | ||||||||||||||||||
| 2006 - 2010 | 11 503 100.00% |
1 270 331.76 | 9 099 607.23 19 563 556.56 20 264 595.09 |
| Province Cluster | Address | Year of construction - last renovation Tenant |
Gross surface m2 |
Occupancy rate |
Rental income |
Insurred value |
Fair value | Acquisition value |
||
|---|---|---|---|---|---|---|---|---|---|---|
| Sint-Eloois-Vijve | Gentseweg 520, 8793 Sint-Eloois-Vijve | AVA PAPIERWAREN nv Mekowa BVBA (Gamma) |
||||||||
| Boncquet Robert BVBA | ||||||||||
| 1988 | 4 952 | 99.81% | 350 833.32 | 3 917 348.09 | 5 405 826.61 | 5 631 413.41 | ||||
| Brugsestraat 377, 8800 Roeselare Brugsesteenweg 508-510, 8800 Roeselare |
BRICO BELGIUM nv MAEBEROEK BV |
|||||||||
| Mercury Centrum - Brugsesteenweg 363, 8800 Roeselare BIG BAZAR NV | ||||||||||
| Brugsesteenweg 524, 8800 Roeselare | IMETAM bvba | |||||||||
| Roeselare | BELGIAN POSTERS | |||||||||
| Brugsesteenweg 356 A-C, 8800 Roeselare | Seats and sofas N.V. | |||||||||
| Omega NV | ||||||||||
| Fnac Vanden Borre nv | ||||||||||
| 1993 - 2007 | 12 863 | 100.00% | 1 433 058.17 10 175 454.04 19 936 137.12 16 013 077.71 | |||||||
| Fratersplein 11, 9000 Gent | LIDL | |||||||||
| Brusselsesteenweg 662, 9050 Gentbrugge | Slaapadvies BVBA ZEB - Wamo BVBA |
|||||||||
| Maisstraat 3, 9060 Zelzate | JBC nv | |||||||||
| Antwerpse Steenweg 71, 9080 Lochristi | MODEMAKERS FASHION nv | |||||||||
| Antwerpse Steenweg 73, 9080 Lochristi | L.TORFS NV | |||||||||
| Antwerpsesteenweg 84, 9080 Lochristi | DAMART TSD nv | |||||||||
| AUGUSTYNS BVBA (verkoop keukens) | ||||||||||
| Brusselsesteenweg 75, 9090 Melle | JBC nv | |||||||||
| Individual peripheral properties and other |
Zelebaan 67, 9160 Lokeren | VAN Haren Schoenen BV | ||||||||
| Oosterzelesteenweg 127, 9230 Wetteren | KREFEL nv | |||||||||
| OVS GARDEN NV | ||||||||||
| Grote Baan 154, 9250 Waasmunster | TDM Products Belgium bvba | |||||||||
| Brusselsesteenweg 120, 9300 Aalst Gentsesteenweg 442, 9300 Aalst |
VAN Haren Schoenen BV CARPETLAND nv |
|||||||||
| Pieter Corneliskaai 16A, 9300 Aalst | BRICO BELGIUM nv | |||||||||
| Brakelsesteenweg 160, 9400 Ninove | JALS BELGIUM NV | |||||||||
| Astridlaan 38, 9500 Geraardsbergen | Van Haren Schoenen BV ALDI Erpe Mere nv |
|||||||||
| Provincieweg 266, 9550 Herzele | MODEMAKERS FASHION nv | |||||||||
| Noordlaan 5, 9630 Munkzwalm | ||||||||||
| Ronseweg 56, 9700 Oudenaarde | De Feestwinkel BV | |||||||||
| Kortrijksesteenweg 18, 9830 Sint-Martens-Latem | V.M.A. NV | |||||||||
| Puitvoetstraat 6B, 9100 Sint-Niklaas | CARPETRIGHT | |||||||||
| Kortrijksesteenweg 1178, 9051 Sint-Denijs-Westrem | 1974 - 2015 | FUN BELGIUM nv | 31 123 | 99.96% | 2 645 761.01 24 620 279.57 43 507 509.98 42 755 874.85 | |||||
| Kortrijksesteenweg 1036-1038 9051 Sint-Denijs-Westrem | Retail Concepts NV (AS Adventure) | |||||||||
| DECOR HEYTENS BELGIE NV | ||||||||||
| Kortrijksesteenweg 1200, 9051 Sint-Denijs-Westrem | GDW-Gent BV Fnac Vanden Borre nv |
|||||||||
| Gent-Zuid | Kortrijksesteenweg 1192B, 9051 Sint-Denijs-Westrem | KREFEL nv | ||||||||
| Kortrijksesteenweg 1182A, 9051 Sint-Denijs-Westrem | Slaapadvies BVBA | |||||||||
| Wallenkensstraat 28, 9051 Sint-Denijs-Westrem | ||||||||||
| Wallenkensstraat 24, 9051 Sint-Denijs-Westrem | L.TORFS NV | |||||||||
| Wallenkensstraat 26, 9051 Sint-Denijs-Westrem | ZEB - Wamo BVBA | |||||||||
| Kortrijksestenweg 1206, 9051 Sint-Denijs-Westrem | 1978 - 2020 | CARPETLAND nv | 14 666 | 99.94% | 1 747 102.13 11 601 742.13 28 352 991.03 19 964 985.30 | |||||
| Parklaan 50, 9100 Sint-Niklaas | GUNGO BVBA (IXINA) | |||||||||
| NSEKA-MASSALA A. | ||||||||||
| Sint-Niklaas | Mehmed Yalmaz | |||||||||
| Parklaan 87, 9100 Sint-Niklaas | FUN BELGIUM nv | |||||||||
| Plezantstraat 268, 9100 Sint-Niklaas | ALDI Erpe Mere nv | |||||||||
| 1999 - 2006 | 5 008 | 99.91% | 545 286.96 | 3 961 647.66 | 8 788 826.11 | 5 356 911.90 |
| Province Cluster | Address | Year of construction - last renovation Tenant |
Gross surface m2 |
Occupancy rate |
Rental income |
Insurred value |
Fair value | Acquisition value |
||
|---|---|---|---|---|---|---|---|---|---|---|
| Mechelsesteenweg 136-140, 9200 Dendermonde | BELLOLI bvba | |||||||||
| Dendermonde | Mechelsesteenweg 51, 9200 Dendermonde Oude Vest 70, 9200 Dendermonde Mechelsesteenweg 35, 9200 Dendermonde |
LEEN BAKKER BELGIE nv FUN BELGIUM nv Basic Fit België KREFEL nv KRUIDVAT bvba GAM NV |
||||||||
| 1974 - 2000 | 12 731 | 99.90% | 1 015 817.26 10 071 033.62 16 901 676.27 | 6 649 386.32 | ||||||
| East | Wetteren | Oude Heerbaan 7, 9230 Wetteren Oude Heerbaan 5, 9230 Wetteren |
BEKINTEX NV ULRIKA BVBA De Rycke BVBA AMELIM NV ATITA NV (papierwaren) JBC nv L.TORFS NV Fnac Vanden Borre nv Slaapadvies BVBA Sportsdirect.com Belgium Veritas NV Caprera BVBA L&L Retail Belgium SA REDISCO bvba Parfumerie ICI PARIS XL SA C&A België cv ZEB - Wamo BVBA |
|||||||
| Flanders | 1996 - 2008 | 25 246 | 100.00% | 1 830 413.02 19 971 197.45 27 947 173.83 25 748 189.22 | ||||||
| Oudenaarde | Gentstraat 47-67, 9700 Oudenaarde | Extra Vertes BVBA C&A België cv JYSK BVBA ACTION BELGIUM BVBA ELECTRO AV nv LIDL KRUIDVAT bvba bpost SA |
||||||||
| 2005 - 2014 | 7 860 | 99.92% | 522 547.73 | 6 217 761.70 | 8 146 831.71 | 7 000 344.57 | ||||
| Eeklo | Stationsstraat 76-82, 9900 Eeklo Stationstraat - Krügercenter, 9900 Eeklo |
Verhaeghe Peter BVBA (KVIK) DAMART TSD nv Hunkemöller Belgium NV HANS ANDERS BELGIE BVBA L&L Retail Belgium SA BennTex BV C&A België cv ZEB - Savermo NV L.TORFS NV HEMA BELGIE BVBA Fnac Vanden Borre nv JBC nv ADL Consult BVBA Sportschool De Poorter CVBA LIDL ELECTRO AV nv Tijdloos BVBA |
||||||||
| 1998 - 2005 | 12 199 | 100.00% | 1 339 298.35 | 9 650 187.66 22 420 120.08 19 498 198.85 | ||||||
| THE NETHERLANDS | Year of | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year of construction - |
Gross | Occupancy | Rental | Insurred | Acquisition | construction - | Gross | Occupancy | Rental | Insurred | Acquisition | |||||||||
| Province Cluster | Address | last renovation Tenant | surface m2 | rate | income | value | Fair value | value | Province Cluster | Address | last renovation Tenant | surface m2 | rate | income | value | Fair value | value | |||
| Meubelplein 15, 2353 EX Leiderdorp | Hollantlaan 18, 3526 AR Utrecht | Leen Bakker Nederland B.V. | ||||||||||||||||||
| Meubelplein 12, 2353 EX Leiderdorp | Citee Keukens BV | Hollantlaan 26, 3526 AM Utrecht | N.T.U. Utrecht B.V. | |||||||||||||||||
| Leiderdorp | Meubelplein 7 - 15, 2353 EX Leiderdorp | M&J Keukens t.h.o.d.n. Keukenstunter VOF | Utrecht | Hollantlaan 28, 3526 AM Utrecht | SANI-DUMP B.V. | |||||||||||||||
| Meubelplein 13, 2353 EX Leiderdorp | Show Pain Leiderdorp | F. Schimmel Beheer B.V. | ||||||||||||||||||
| Meubelplein 14, 2353 EX Leiderdorp | Berg en Berg Zwaanshoek B.V. | RpG Vastgoed BV | ||||||||||||||||||
| 2002 | 2 626 | 99.65% | 149 104.44 | 2 778 000.00 | 1 312 349.18 | 1 305 580.29 | Utrecht | 1990 | 7 408 | 100.00% | 772 032.86 | 3 200 000.00 | 9 659 414.21 10 354 123.42 | |||||||
| Lucebertstraat 30-76, 3202 SW Spijkenisse | Braretail B.V. | Wooncentrum Veenendaal B.V. | ||||||||||||||||||
| Hoogenboezem Meubelen B.V. | Einsteinnlaan 1 - 3, 3902 HN Veenendaal | De Dromenmaker Veenendaal B.V. | ||||||||||||||||||
| Beter Bed B.V. | Veenendaal | Bouman vloerservice V.O.F. | ||||||||||||||||||
| Jysk B.V. | T-Mobile Infra B.V. | |||||||||||||||||||
| Kwantum Nederland B.V. | Vodafone Libertel B.V. | |||||||||||||||||||
| Leen Bakker Nederland B.V. | 2005 | 18 455 | 100.00% | 1 342 406.58 27 366 000.00 10 056 418.82 12 589 604.26 | ||||||||||||||||
| Meubelcentrum Lissabon B.V. | Mortiereboulevard 4, 4336 RA Middelburg | Media Markt Saturn Holding Nederland B.V. | ||||||||||||||||||
| Mortiereboulevard 10, 4336 RA Middelburg | Kwantum Nederland B.V. | |||||||||||||||||||
| Babydump B.V. | Mortiereboulevard 12, 4336 RA Middelburg | Woonsquare B.V. | ||||||||||||||||||
| Dudaco B.V | Mortiereboulevard 14, 4336 RA Middelburg Leen Bakker Nederland B.V. | |||||||||||||||||||
| Prominent Comfort Producten B.V. | Mortiereboulevard 16, 4336 RA Middelburg | Pronto Zeeland B.V. | ||||||||||||||||||
| APS B.V. | Mortiereboulevard 18, 4336 RA Middelburg | Swiss Sense B.V. | ||||||||||||||||||
| Turfpoort B.V. | Zeeland | Middelburg | Mortiereboulevard 20, 4336 RA Middelburg | Profijt Zeeland B.V. | ||||||||||||||||
| Carpet-Land B.V. | Mortiereboulevard 22, 4336 RA Middelburg | Sports Unlimited Retail B.V. | ||||||||||||||||||
| Spijkenisse | SANI-DUMP B.V. | Mortiereboulevard 24, 4336 RA Middelburg | De Badenman B.V. | |||||||||||||||||
| De Watertuin Spijkenisse B.V. | Mortiereboulevard 26, 4336 RA Middelburg | BCC (Elektro-Speciaalzaken) | ||||||||||||||||||
| Roobol Woontextiel B.V. | Mortiereboulevard 28, 4336 RA Middelburg | Keukenconcurrent Nederland B.V. | ||||||||||||||||||
| Lampidee B.V | Mortiereboulevard 30, 4336 RA Middelburg | Bruynzeel Keukens B.V. | ||||||||||||||||||
| BCC (Elektro-Speciaalzaken) | Mortiereboulevard 32, 4336 RA Middelburg | Beter Bed B.V. | ||||||||||||||||||
| Bruynzeel Keukens B.V. | Mortiereboulevard 36, 4336 RA Middelburg | Blokker B.V. | ||||||||||||||||||
| Swiss Sense B.V. | 2006 | 26 342 | 100.00% | 2 294 276.71 12 795 000.00 29 743 987.51 32 799 961.84 | ||||||||||||||||
| Zuid-Holland | Wooning Keukens & Sanitair B.V. | Het Rietveld 1-44, 7321 CT Apeldoorn | KFC Holdings B.V. | |||||||||||||||||
| Keukenconcurrent Nederland B.V. | Wooncentrum De Groot Apeldoorn B.V. | |||||||||||||||||||
| Klay Schuifdeurkasten B.V. | Keuken & Bad Apeldoorn B.V. | |||||||||||||||||||
| Keukenconcurrent Nederland B.V. | Kvik NL B.V. | |||||||||||||||||||
| Rofra Meubelen Spijkenisse B.V. | totaalBED B.V. | |||||||||||||||||||
| Infozuil Nederland | ||||||||||||||||||||
| HORECA CONTAINERS NISSEWAARD BV | Keukenconcurrent Nederland B.V. | |||||||||||||||||||
| 2009 | 28 527 | 99.99% | 3 276 299.80 21 600 000.00 42 575 955.19 47 323 002.42 | |||||||||||||||||
| Hovenierstraat 127, 2671 ZP Naaldwijk | Grando Keukens Naaldwijk V.O.F. | Gelderland | Apeldoorn | Beter Bed B.V. | ||||||||||||||||
| Gezelstraat 11, 2671 ZP Naaldwijk | M. Bonnet | Swiss Sense B.V. Carpet-Land B.V. |
||||||||||||||||||
| Hovenierstraat 131, 2671 ZP Naaldwijk | Beter Bed B.V. | Huus Apeldoorn BV | ||||||||||||||||||
| Warmoezenierstraat1, 2671 ZP Naaldwijk | De Mandemakers Groep B.V. | |||||||||||||||||||
| Hovenierstraat 129, 2671 ZP Naaldwijk | J.M.F. Jansen | X2 O Badkamers BV |
||||||||||||||||||
| Warmoezenierstraat 19, 2671 ZP Naaldwijk | The Fitness Experience Naaldwijk B.V. | V.O.F. Wooncentrum | ||||||||||||||||||
| Warmoezenierstraat 17, 2671 ZP Naaldwijk | Meubelcentrum Lissabon B.V. | Kluswijs B.V. | ||||||||||||||||||
| Warmoezenierstraat 15, 2671 ZP Naaldwijk | Leen Bakker Nederland B.V. | HLC Wereld B.V. | ||||||||||||||||||
| Warmoezenierstraat 13, 2671 ZP Naaldwijk | 2004 - 2005 | 23 940 | 99.97% | 1 576 024.32 29 237 000.00 17 906 563.73 15 989 230.00 | ||||||||||||||||
| Naaldwijk | Warmoezenierstraat 11, 2671 ZP Naaldwijk | Roobol Woontextiel B.V. | Duiven | Nieuwgraaf 6, 6921 RJ Duiven | Leen Bakker Nederland B.V. | |||||||||||||||
| Gildestraat 104-106, 2671 ZP Naaldwijk | Kwantum Nederland B.V. | 1986 | 3 000 | 100.00% | 273 254.40 | 2 703 100.00 | 4 757 677.97 | 4 546 399.86 | ||||||||||||
| Gezelstraat 7b en 9, 2671 ZP Naaldwijk | Jysk B.V. | |||||||||||||||||||
| Gezelstraat 7, 2671 ZP Naaldwijk | Quartero Interior and Kitchen | |||||||||||||||||||
| Warmoezenierstraat 7, 2671 ZP Naaldwijk | IMPEGNO NEDERLAND B.V. | |||||||||||||||||||
| Warmoezenierstraat 3+5, 2671 ZP Naaldwijk | Panorama Studios V.O.F. | |||||||||||||||||||
| Gildestraat 109-110, 2671 ZP Naaldwijk Warmoezenierstraat, 2671 ZP Naaldwijk |
Troost Interieurs B.V. VINK & VINK NAALDWIJK BV |
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| Warmoezenierstraat 9, 2671 ZP Naaldwijk | Keuken Vision Naaldwijk B.V. |
1998 - 2004 20 597 100.00% 1 709 404.10 22 605 000.00 18 593 374.38 20 389 548.35
| Year of | Year of | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| construction - | Gross | Occupancy | Rental | Insurred | Acquisition | construction - | Gross | Occupancy | Rental | Insurred | Acquisition | ||||||||
| Province Cluster | Address | last renovation Tenant | surface m2 | rate | income | value | Fair value | value | Province Cluster | Address | last renovation Tenant | surface m2 | rate | income | value | Fair value | value | ||
| Cruquiusplein 4-56, 2142 EV Cruquius | Turfpoort B.V. | In de Cramer 64-188, 6412 PM Heerlen | Turfpoort B.V. | ||||||||||||||||
| Jysk B.V. | Van den Heuvel Verlichting/Kleinmeubel B.V. | ||||||||||||||||||
| Media Markt Saturn Holding Nederland B.V. | Keukenkampioen B.V. | ||||||||||||||||||
| Twin Sport Cruquius B.V. | Bruynzeel Keukens B.V. | ||||||||||||||||||
| La Place Food B.V. | KUCHEN BOULEVARD BV | ||||||||||||||||||
| Van den Heuvel Verlichting/Kleinmeubel B.V. | Nuva Keukens B.V. | ||||||||||||||||||
| De Badenman B.V. | Tapijtcentrum Nederland B.V. | ||||||||||||||||||
| Nijman International B.V. | Carpet-Land B.V. | ||||||||||||||||||
| Roobol Woontextiel B.V. | HACO Heerlen B.V. | ||||||||||||||||||
| Bruynzeel Keukens B.V. | Lamp en Licht Heerlen B.V. | ||||||||||||||||||
| Swiss Sense B.V. | Horeca Groep Heerlen B.V. | ||||||||||||||||||
| Prenatal moeder en kind B.V. | |||||||||||||||||||
| HACO Cruquius BV | Pronto Wonen Heerlen B.V. | ||||||||||||||||||
| Cruquius | De MandemakersGroep Holding B.V. (DMG) | Brugman Keukens & Badkamers B.V. | |||||||||||||||||
| De Bommel Groep B.V. | Goossens Meubelen B.V. | ||||||||||||||||||
| Kwantum Nederland B.V. | X2 | O Badkamers BV | |||||||||||||||||
| Carpet-Land B.V. | DMG Meubelen B.V. | ||||||||||||||||||
| Beter Bed B.V. | Budget Home Store Heerlen B.V. | ||||||||||||||||||
| Noord | Keukenkampioen B.V. | Trendhopper Heerlen B.V. | |||||||||||||||||
| Holland | Van Bemmel en Kroon Keukens BV | K&D B.V. | |||||||||||||||||
| Leen Bakker Nederland B.V. | Sijben Wooncenter B.V. | ||||||||||||||||||
| Van 't Hoeft verlichting v.o.f. | |||||||||||||||||||
| Mirck Verf- en behanghandel v.o.f. | Fast food Boer Biet Heerlen V.O.F. | ||||||||||||||||||
| Spaarneweg 44, 2142 EV Cruquius | Goedhart Bouwmarkt Cruquius B.V. | Leen Bakker Nederland B.V. | |||||||||||||||||
| Spaarneweg 46, 2142 EV Cruquius | D.H.Z. Center Cruquius B.V. (Praxis) | Heerlen | Woonmekka B.V. | ||||||||||||||||
| Cruquiuszoom 13-15, 2142 EV Cruquius | ACTION EVENTS B.V. | Knibbeler Meubel B.V. | |||||||||||||||||
| Cruquiuszoom 45, 2142 EV Cruquius | Kwantum Nederland B.V. | ||||||||||||||||||
| 2002 - 2006 | 41 734 | 99.99% | 5 206 899.70 44 793 000.00 72 230 873.06 74 215 618.72 | NL Limburg | Seats and Sofas B.V. | ||||||||||||||
| Pieter Ghijsenlaan 22A, 1506 PV Zaandam | V.O.F. Beddenspeciaalzaak De Bedstee | Woonsquare B.V. | |||||||||||||||||
| Pieter Ghijsenlaan 22B, 1506 PV Zaandam | V.O.F. Nils Home Store | DFS trading Limited | |||||||||||||||||
| Pieter Ghijsenlaan 18A+18B, 1506 PV Zaandam | Keukenloods B.V. | Jysk B.V. | |||||||||||||||||
| Pieter Ghijsenlaan 22, 1506 PV Zaandam | Licht Plaza B.V. | Pets place Retail B.V. | |||||||||||||||||
| Zaandam | Pieter Ghijsenlaan 20, 1506 PV Zaandam | Brugman Keukens & Badkamers B.V. | Sanisale.com | ||||||||||||||||
| Pieter Ghijsenlaan 16C, 1506 PV Zaandam | Haco Zaandam B.V. | Praxis Vastgoed B.V. | |||||||||||||||||
| Pieter Ghijsenlaan 16 A, 1506 PV Zaandam | Swiss Sense B.V. | Bufkes Nederland B.V. | |||||||||||||||||
| Pieter Ghijsenlaan 16 B, 1506 PV Zaandam | Lamp en Licht Zaandam B.V. | Babypark Kesteren B.V. | |||||||||||||||||
| Pieter Ghijsenlaan 16 D, 1506 PV Zaandam | SANI-DUMP B.V. | Casa Nederland BV | |||||||||||||||||
| Pieter Ghijsenlaan, 1506 PV Zaandam | Gorissen Keukens V.O.F. | ||||||||||||||||||
| 2001 | 14 533 | 100.00% | 1 042 249.28 23 359 000.00 12 721 666.69 13 418 659.77 | ||||||||||||||||
| De Badenman B.V. | |||||||||||||||||||
| Beter Bed B.V. | |||||||||||||||||||
| Swiss Sense B.V. | |||||||||||||||||||
| Tempur Sealy Benelux B.V. | |||||||||||||||||||
| Blokker B.V. | |||||||||||||||||||
| Tuincentrum Heerlen B.V. | |||||||||||||||||||
| 1991 - 2004 | 81 676 | 99.98% | 8 000 279.46 74 835 000.00 110 956 960.15 115 948 454.60 | ||||||||||||||||
| Beter Bed B.V. | |||||||||||||||||||
| Belvédèrelaan 80, 6219 PK Maastricht | |||||||||||||||||||
| Maastricht | Pontonniersweg 17, 6219 PK Maastricht | Carpet-Land B.V. | |||||||||||||||||
| Belvédèrelaan 82-86, 6219 PK Maastricht | Jysk B.V. | ||||||||||||||||||
| Kwantum Nederland B.V. | |||||||||||||||||||
| Belvédèrelaan 84, 6219 PK Maastricht | Leen Bakker Nederland B.V. |
2020 7 878 100.00% 643 900.00 7 100 000.00 9 745 663.14 10 068 762.69
| × | |
|---|---|
| 691 |
|---|
| 30 |
| 10 |
| 10 |
| 16 |
| 12 |
| 28 |
| 22 |
| 27 |
| 20 |
| 28 |
| 14 |
| 41 |
| 28 |
| 15 |
| 992 |
Noord-Brabant
| Year of | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Province Cluster | Address | construction - last renovation Tenant |
Gross 2 surface m |
Occupancy rate |
Rental income |
Insurred value |
Fair value | Acquisition value |
||
| Oostplein 1-19, 4706 NL Roosendaal | ||||||||||
| CS Keukens h.o.d.n. Keukensale.com | ||||||||||
| Roosendaal | Roobol Woontextiel B.V. | |||||||||
| Croissanterie Sep | ||||||||||
| Kwantum Nederland B.V. | ||||||||||
| 1993 - 2020 | Jysk B.V. | 11 870 | 99.91% | 457 404.77 | 9 519 000.00 | 9 340 716.96 12 651 158.45 | ||||
| Kruisvoort 30-90, 4814 RZ Breda | Beter Bed B.V. | |||||||||
| Brugman Keukens & Badkamers B.V. | ||||||||||
| Mameho B.V. Trendhopper Breda B.V. |
||||||||||
| Kwantum Nederland B.V. | ||||||||||
| Sanisale.com breda B.V. Hoogenboezem Meubelen B.V. |
||||||||||
| Bruynzeel Keukens B.V. | ||||||||||
| Tempur Benelux Retail B.V. Tulp Verkoop B.V. |
||||||||||
| Swiss Sense B.V. | ||||||||||
| De Mandemakers Groep B.V. | ||||||||||
| Breda | Woonexpress B.V. Lamp en Licht Retail B.V. |
|||||||||
| V.O.F. La Plaza | ||||||||||
| Kvik NL B.V. | ||||||||||
| Leen Bakker Nederland B.V. Carpet-Land B.V. |
||||||||||
| Haco Breda B.V. | ||||||||||
| JAN Hendrikx Stijlvol Wonen | ||||||||||
| Plaza Brabant B.V. | ||||||||||
| Noord Brabant |
||||||||||
| Sedere B.V. Vloer het Zelf Breda II B.V. |
||||||||||
| McDonald's Nederland B.V. | ||||||||||
| Grando Retail B.V. | ||||||||||
| Goudsmidstraat 5-7, 5232 BT 's Hertogenbosch | 1995 - 1996 | HACO Den Bosch BV | 40 091 | 100.00% | 4 418 851.52 43 127 000.00 59 163 717.23 62 835 893.69 | |||||
| Balkweg-Reitscheweg BT 's Hertogenbosch | Praxis Vastgoed B.V. | |||||||||
| Beter Bed B.V. | ||||||||||
| DMG Meubelen B.V. Bruynzeel Keukens B.V. |
||||||||||
| Van der Garde Buitenleven B.V. | ||||||||||
| Carpet-Land B.V. | ||||||||||
| Kwantum Nederland B.V. Q1 Sanitair Den Bosch BV |
||||||||||
| Boro Horeca BV | ||||||||||
| Ernes Den Bosch BV | ||||||||||
| Jysk B.V. Meehopper BV |
||||||||||
| Hoogenboezem Meubelen B.V. | ||||||||||
| Den Bosch | Prenatal moeder en kind B.V. Pronto Wonen Den Bosch BV |
|||||||||
| Brugman Keukens & Badkamers B.V. | ||||||||||
| Leen Bakker Nederland B.V. | ||||||||||
| Tinnegieterstraat 29, 5232 BT 's Hertogenbosch | Swiss Sense B.V. | Collins Foods Netherlands Limited | ||||||||
| Tinnegieterstraat 25, 5232 BT 's Hertogenbosch | Uitgerust 's-Hertogenbosch BV | |||||||||
| Tinnegieterstraat 27, 5232 BT 's Hertogenbosch | Sanisale 's-Hertogenbosch BV | |||||||||
| Tinnegieterstraat 2 + 12, 5232 BT 's Hertogenbosch Tinnegieterstraat 24, 5232 BT 's Hertogenbosch |
De Mandemakers Groep B.V. Subway Vof |
|||||||||
| Tinnegieterstraat 22, 5232 BT 's Hertogenbosch | 2 X O Badkamers BV |
|||||||||
| Tinnegieterstraat 28-32, 5232 BT 's Hertogenbosch | Media Markt Saturn Holding Nederland B.V. | |||||||||
| Goudsmidstraat 23, 5232 BT 's Hertogenbosch Goudsmidstraat 11, 5232 BT 's Hertogenbosch |
CL Keukens t.h.o.d.n. Keukensale.com | |||||||||
| Goudsmidstraat 23, 5232 BT 's Hertogenbosch | Hoefnagels-de Wit VOF |
2004 - 2015 52 995 100.00% 4 730 272.74 67 310 000.00 64 298 267.35 68 483 402.51
" On 31 March 2021, the occupancy rate is 97.07% . "
The COVID-19 outbreak, which was declared a "worldwide pandemic" by the World Health Organisation on 11 March 2020, has and continues to have an impact on many aspects of daily life and the world economy. Some real estate segments have experienced a decreased level of transactional activity and liquidity. Many countries have introduced restrictions on travel, movements and operations. Although these measures may herald a new phase of the crisis, they are not of the same magnitude as the initial impact. The pandemic and the measures taken to tackle COVID-19 continue to have an impact on the economies and real estate markets worldwide. Nevertheless, the majority of the real estate markets are operational again on the valuation date, and the transaction volumes and other relevant parameters have returned to levels for which adequate market information is available on which valuations can be based. For this reason, and for the avoidance of any doubt, our valuation is not reported as being subject to the "material uncertainty clause" as defined by VPS 3 and VPGA 10 of the RICS Valuation – Global Standards. For the avoidance of any misunderstandings: this explanatory note was added to guarantee transparency and to provide more insight into the market context in which the valuation was drawn up. In the knowledge that market conditions can change quickly as a result of evolutions in the control or future spread of COVID-19, we stress the importance of the valuation date.
The CBRE report was published on 31 March 2021 and covers 377 real estate properties belonging to Retail Estates nv and its subsidiaries. The investment value of these real estate properties is estimated at € 636.31 million and the fair value at € 620.79 million. These properties account for a rental income of € 40.29 million, which represents a gross yield of 6.31%.
The spread of the new corona virus (COVID-19), declared a worldwide pandemic by the World Health Organisation on 11 March 2020, has an impact on many aspects of daily life and the worldwide financial markets – with real estate markets that are confronted with considerably lower levels of transactional activity and liquidity. Many countries have introduced restrictions on travel, movements and operations. In some cases, lockdowns – to different degrees – were implemented to avoid further "waves" of COVID-19. Although these measures may imply a new phase of the crisis, their consequences are not unprecedented to the same degree as those of the first lockdown.
The pandemic and the measures taken to tackle COVID-19 continue to affect economies and real estate markets worldwide. Nevertheless, most of the real estate markets are operational again on the valuation date, and the transaction volumes and other relevant market parameters are at a level for which adequate market information is available on which valuations can be based. Consequently, for the avoidance of doubt, this valuation is not presented on the basis of a "material valuation uncertainty", as stated in the RICS guidelines (VPS 3 and VPGA 10 – RICS Valuation – Global Standards).
For the sake of clarity, this statement has been included with a view to transparency and to provide an insight into the market context in which this valuation was made. Taking into consideration the possibility that market conditions will change quickly as a result of future evolutions in the control or future spread of COVID-19, we stress the importance of the valuation date."
The Stadim report was published on 31 March 2021 and covers a semi-logistics complex. The investment value of these real estate properties
This report covers 361 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 2021, which covers the portfolio of Retail Estates, Distri-Land and Finsbury Properties. We confirm that we carried out this task as an independent expert.
We also confirm that our valuation was carried out in accordance with national and international standards and their application procedures, including in the field of valuation of Belgian Real Estate Investment Trusts (BE-REITs). (According to the current conclusions. We reserve the right to review our valuation in case of modified conclusions).
Fair value is defined as the estimated amount for which an asset could be exchanged between knowledgeable, willing parties in an arm's length transaction. This definition corresponds to our definition of market value.
The sale of a building is in theory subject to transfer duties collected by the government. The amount depends on the manner of transfer, the profile of the purchaser and the geographical location of the building. On the basis of a representative sample of the properties on the Belgian market, the average transaction cost has been found to equal 2.50% (for buildings with a value higher than € 2,500,000 over the 2013, 2014, 2015 and Q1 2016 period).
In case of buildings with a value higher than € 2,500,000, we determine the sales value (excluding costs corresponding to the fair value as set by the international accounting standard IAS 40) by subtracting 2.50% from the investment value for transaction costs. The different properties are regarded as a portfolio in this context.
Our "investment value" is based on a capitalisation of the adjusted market rental value, taking into account possible corrections like vacancy, steprents, rent-free periods, etc. If the market rent is higher than the current rent, this adjusted market rent is determined by taking 60% of the gap between the market rent and the current rent. This amount is then added to the current rent. If the current rent is higher than the market rent, the adjusted market rent equals the market rent.
The cap rate depends 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 at the moment of the valuation.
The portfolio of Retail Estates NV (incl. Tongeren) has an investment value of € 582.46 million (incl. corrections) and a fair value of € 568.25 million as per 31.03.2021. The investment value decreased by 0.11% versus the previous quarter. This gives a 6.23% yield for Retail Estates.
The portfolio of Immobilière Distri-Land NV has an investment value of € 19.80 million (incl. corrections) and a fair value of € 19.32 million as per 31.03.2021. The investment value decreased by 0.0.02% versus the previous quarter. This gives a 6.86% yield for Immobilière Distri-Land NV.
The portfolio of Finsbury Properties NV has an investment value of € 3.71 million (incl. corrections) and a fair value of € 3.62 million as per 31.03.2021. This gives a 6.82% yield for Finsbury Properties."
restrictions imposed on inspections within the context of the corona crisis, only an external inspection of the object concerned was carried out. This results in a higher degree of uncertainty.
The CBRE report was published on 31 March 2021 and covers 38 real estate properties belonging to Retail Estates nv and its subsidiaries. The investment value of these real estate properties is estimated at € 47.28 million and the fair value at € 43.41 million. These properties account for a rental income of € 3.66 million, which represents a gross yield of 8.07%.
The outbreak of the new corona virus (COVID-19), which was declared a "worldwide pandemic" by the World Health Organisation on 11 March 2020, continues to have an impact on many aspects of daily life and the world economy, leading to lower transaction volumes and liquidity in some real estate markets. Many countries have introduced restrictions on travel, movements and operations. In some cases, new lockdowns have been imposed – to various degrees – as a reaction of new "waves" of contaminations. Although they may herald a new phase in the crisis, these measures are not unprecedented to the same degree as in the initial phase. The pandemic and the measures taken to tackle COVID-19 continue to have an impact on the economies and real estate markets worldwide. Nevertheless, the majority of the real estate markets are operational again on the valuation date, with transaction volumes and other relevant elements at levels where there the market information is adequate enough to base opinions about value on. Therefore, and for the avoidance of doubt, our valuation is not reported as being subject to the "material valuation uncertainty" as defined in VPS 3 and VPGA 10 of the RICS Valuation – Global Standards.
The Colliers report was published on 31 March 2021 and covers 19 real estate properties belonging to Retail Estates nv and its subsidiaries. The investment value of these real estate properties is estimated at € 42.62 million and the fair value at € 39.40 million. These properties account for a rental income of € 3.07 million, which represents a gross yield of 7.19%.
The outbreak of COVID-19, which was declared a "worldwide pandemic" by the World Health Organisation on 11 March 2020, continues to have a major impact on many aspects of daily life and on the world economy - resulting in smaller transaction volumes and a decline in liquidity on some real estate markets. Many countries imposed travel restrictions and announced so-called "lockdowns" with various restrictions. Although some of the restrictions have been cancelled, local lockdowns may continue to apply where necessary and severe outbreaks or a "second wave" are still possible.
The pandemic and the measures taken to combat continue to affect economies and real estate markets. Nevertheless, some retail markets were sufficiently operational on the reference date for the valuation, with adequate transaction volumes and other relevant market information on which valuations could be based. Consequently and in order to avoid ambiguity, we waive the clause stipulating that our valuation is subject to "material valuation uncertainty" as referred to in VPS 3 and VPGA 10 of the RICS valuation standards.
For the Netherlands, the rate of the transfer tax increased from 6% to 8% on 1 January 2021. This increase is taken into account for the calculation of the fair value.
The Cushman & Wakefield report was published on 31 March 2021 and covers 194 real estate properties belonging to Retail Estates nv and its subsidiaries. The investment value of these real estate properties is estimated at € 421.89 million and the fair value at € 390.28 million. These properties account for a rental income of € 29.03 million, which represents a gross yield of 6.88%.
"The ongoing corona (COVID-19) crisis still causes a lot of uncertainty among investors and users, who are hesitant and adopt a critical attitude toward retail properties when considering a purchase or the opening of a new shop. The negative impact of COVID-19 on furniture boulevards was limited to the second lockdown. In many cases the corona crisis even had a positive influence on the sales of retailers until recently. The market has not changed compared to the previous valuation, except for an increase of the transfer tax (+2% as of 1 January 2021), which entails a correction of the market value on the entire market. An exception is the supermarket category, where the decrease of the market value is offset by a decline in the yield as a result of the continued high demand for this type of product among investors. For the other real estate segments, including residential boulevards, there are no references for prime deals under the new tax system as of 1 January 2021 and before the valuation date. Deals made after the valuation will have to show whether buyers take into account higher costs resulting from this tax increase when offering a price, or whether investors are prepared to accept a lower yield for residential boulevards. Everything will depend on how long the lockdown will last and on the corresponding risk profile buyers take into account.
The outbreak of the new coronavirus (COVID-19), which was declared a pandemic by the World Health Organisation on 11 March 2020, had and still has an impact on many aspects of daily life and on the world economy, resulting in lower transaction volumes and liquidity in some real estate markets.
Many countries imposed travel restrictions and implemented various versions of so-called "lockdowns". A complete lockdown is in force again in the Netherlands. The pandemic and the measures taken to limit the spread of COVID-19 continue to have an impact on the economies and real estate markets worldwide. Nevertheless, there was already some movement on a number of real estate markets on the valuation date, with transaction volumes and other relevant market information that generated adequate comparable market data on which a valuation could be based. Therefore, and for the avoidance of doubt, our valuation is not reported as being subject to the "material valuation uncertainty" as referred to in VPS 3 and VPGA 10 of the RICS Valuation – Global Standards.
The degree of subjectiveness in the valuation has an impact on the degree of valuation uncertainty and therefore on the assessment by the appraiser of the risks of a material deviation for a specific valuation. The valuation uncertainty of this appraisal is at an average level. If the appraisal takes place on the basis of limited information (RICS Red Book VPS 1 3 2), e.g. no inspection or an incomplete inspection or only an external inspection of the objects, the following applies. If a full inspection had taken place, this may result in a different value, and the difference may be substantial. In particular, no liability is accepted for any difference in the indicated value that may reasonably be a consequence of the limited inspection of the objects. When making use of this valuation, the company needs to rely on its own judgment, in particular with respect to the feasibility of any transactions. Due to the
| O1 | CONSOLIDATED INCOME STATEMENT | 150 |
|---|---|---|
| O2 | CONSOLIDATED BALANCE SHEET | 152 |
| O3 | CONSOLIDATED STATEMENT OF CHANGES IN | |
| SHAREHOLDERS' EQUITY | 154 | |
| O4 | CONSOLIDATED CASH FLOW STATEMENT | 158 |
| O5 | NOTES TO THE CONSOLIDATED | |
| ANNUAL ACCOUNTS | 160 | |
| O6 | OTHER NOTES | 171 |
| O7 | STATUTORY AUDITORS' REPORT | 203 |
| O8 | STATUTORY INCOME STATEMENT | 209 |
| O9 | STATUTORY BALANCE SHEET | 212 |
| 1O | STATUTORY STATEMENT OF CHANGES IN | |
| SHAREHOLDERS' EQUITY | 214 | |
| 11 | STATUTORY APPROPRIATION OF RESULT | 218 |
| 12 | STATEMENT ON RESPONSIBILITIES | 219 |
| INCOME STATEMENT (in € 000) | Notes | 31.03.2021 | 31.03.2020 |
|---|---|---|---|
| Rental income | 1 | 102 604 | 107 910 |
| Rental related expenses | 2 | -2 202 | -296 |
| Net rental income | 100 402 | 107 614 | |
| Recovery of property expenses | |||
| Recovery of rental charges and taxes normally payable by tenants on let properties |
3 | 10 599 | 12 124 |
| Rental charges and taxes normally payable by tenants on let properties | 4 | -12 167 | -13 505 |
| Other rental related income and expenses | -95 | -29 | |
| Property result | 98 738 | 106 204 | |
| Technical costs | 5 | -2 280 | -4 486 |
| Commercial costs | 6 | -509 | -874 |
| Charges and taxes on unlet properties | 7 | -867 | -748 |
| Property management costs | 8 | -3 217 | -2 939 |
| Other property costs | 9 | -6 | -3 |
| Property costs | -6 877 | -9 052 | |
| Operating property result | 91 861 | 97 152 | |
| Operating corporate costs | 10 | -6 123 | -5 593 |
| Other current operating income and expenses | |||
| Operating result before result on portfolio | 85 737 | 91 559 | |
| Result on disposals of investment properties | 11 | 825 | 597 |
| Result on sales of other non-financial assets | |||
| Changes in fair value of investment properties | 12 | -5 963 | -5 183 |
| Other result on portfolio | 992 | -298 | |
| Operating result | 81 592 | 86 675 | |
| Financial income | 13 | 232 | 55 |
| Net interest charges | 14 | -20 592 | -19 275 |
| Changes in the fair value of financial assets and liabilities | 35 | 2 674 | -6 216 |
| Other financial charges | 15 | -70 | -96 |
| COME STATEMENT (in $\epsilon$ 000) |
|---|
| ancial result |
| ult before taxes |
| es |
| t result |
| ibutable to: |
| reholders of the Group |
| ority interests |
| e: |
| RA earnings (share Group) 1 |
| ult on portfolio |
| reaccin foir unlue of financial coopte and lightlitical |
| INCOME STATEMENT (in € 000) | Notes | 31.03.2021 | 31.03.2020 |
|---|---|---|---|
| Financial result | -17 757 | -25 533 | |
| Result before taxes | 63 835 | 61 142 | |
| Taxes | 16 | -2 399 | -3 044 |
| Net result | 61 436 | 58 098 | |
| Attributable to: | |||
| Shareholders of the Group | 61 436 | 58 098 | |
| Minority interests | |||
| Note: | |||
| EPRA earnings (share Group)1 | 62 908 | 69 199 | |
| Result on portfolio | -4 146 | -4 884 | |
| Changes in fair value of financial assets and liabilities | 2 674 | -6 216 | |
| RESULT PER SHARE | Notes | 31.03.2021 | 31.03.2020 |
| Number of ordinary shares in circulation | 17 | 12 665 763 | 12 630 414 |
| Weighted average number of shares | 17 | 12 652 011 | 12 359 942 |
| Net profit per ordinary share (in €)2 | 4.86 | 4.70 | |
| Diluted net profit per share (in €) | 4.86 | 4.70 |
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.
| Statement of other comprehensive income (in € 000) | 31.03.2021 | 31.03.2020 |
|---|---|---|
| Net result | 61 436 | 58 098 |
| 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 |
0 | -154 |
| Changes in the fair value of authorised hedging instruments qualifying for hedge accounting as defined by IFRS |
1 233 | 511 |
| OTHER COMPREHENSIVE INCOME | 62 669 | 58 455 |
| SHAREHOLDERS' EQUITY AND LIABILITIES (in € 000) | Notes | 31.03.21 | 31.03.20 |
|---|---|---|---|
| Shareholders' equity | 808 223 | 798 987 | |
| Shareholders' equity attributable to the | |||
| shareholders of the parent company | 808 223 | 798 987 | |
| Capital | 27 | 276 526 | 275 768 |
| Issue premiums | 28 | 316 792 | 315 410 |
| Reserves | 153 469 | 149 711 | |
| Net result of the financial year | 61 436 | 58 098 | |
| Minority interests | |||
| Liabilities | 954 785 | 986 149 | |
| Non-current liabilities | 790 333 | 833 751 | |
| Provisions | |||
| Non-current financial debts | 34/35 | 765 117 | 804 793 |
| Credit institutions | 587 324 | 642 707 | |
| Long term financial lease | 2 706 | 2 870 | |
| Bonds | 175 087 | 159 217 | |
| Other non-current financial liabilities | 30/35 | 25 216 | 28 957 |
| Current liabilities | 164 452 | 152 399 | |
| Current financial debts | 34/35 | 129 680 | 126 993 |
| Credit institutions | 99 683 | 126 993 | |
| Bonds | 29 997 | 0 | |
| Short term financial lease | 0 | 0 | |
| Trade debts and other current debts | 30 | 24 352 | 15 385 |
| Exit tax | 31 | 399 | 959 |
| Other | 30 | 23 953 | 14 426 |
| Other current liabilities | 32 | 705 | 815 |
| Accrued charges and deferred income | 33 | 9 715 | 9 206 |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 1 763 008 | 1 785 136 | |
| DEBT RATIO | 31.03.21 | 31.03.20 | |
| Debt ratio4 | 52.18% | 53.10% |
4 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).
| ASSETS (in € 000) | Notes | 31.03.2021 | 31.03.2020 |
|---|---|---|---|
| Non-current assets | 1 728 673 | 1 672 128 | |
| Goodwill | |||
| Intangible non-current assets | 20 | 1 553 | 1 142 |
| Investment properties3 | 21 | 1 717 245 | 1 661 753 |
| Other tangible non-current assets | 20 | 6 426 | 6 545 |
| Financial non-current assets | 35 | ||
| Finance lease receivables | 35 | 1 030 | 1 030 |
| Trade receivables and other non-current assets | 2 418 | 1 658 | |
| Deferred taxes | 2 413 | 1 653 | |
| Other | 5 | 5 | |
| Current assets | 34 335 | 113 008 | |
| Non-current assets or groups of assets held for sale | 22 | 7 931 | 1 791 |
| Trade receivables | 23 | 6 837 | 5 686 |
| Tax receivables and other current assets | 24 | 13 328 | 5 690 |
| Cash and cash equivalents | 25 | 3 681 | 98 082 |
| Deferred charges and accrued income | 26 | 2 558 | 1 759 |
| TOTAL ASSETS | 1 763 008 | 1 785 136 |
3 Including project developments (IAS 40).
| Net result of the | TOTAL Shareholders' | ||||
|---|---|---|---|---|---|
| STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (in € 000) | Capital ordinary shares | Issue premiums | Reserves* | financial year | Equity |
| Balance according to IFRS on 31 March 2019 | 248 939 | 260 174 | 144 335 | 54 478 | 707 926 |
| - Net appropriation of profits 2019-2020 | - | ||||
| - Transfer of portfolio result to reserves | 6 302 | -6 302 | - | ||
| - Transfer changes in fair value of authorised hedging instruments | -13 374 | 13 374 | - | ||
| - Transfer of EPRA earnings to reserves | 13 004 | -13 004 | - | ||
| - Reclassification between reserves | - | ||||
| - Dividends of the financial year 2018-2019 | -48 546 | -48 546 | |||
| - Capital increase | - | ||||
| - Capital increase through contribution in kind | 27 176 | 55 235 | 82 411 | ||
| - Costs of capital increase | -348 | -348 | |||
| - Other | -911 | -911 | |||
| - Other comprehensive income 31/03/2020 | 357 | 58 098 | 58 455 | ||
| Balance according to IFRS on 31 March 2020 | 275 767 | 315 409 | 149 713 | 58 098 | 798 987 |
| - Net appropriation of profits 2020-2021 | - | ||||
| - Transfer of portfolio result to reserves | -5 481 | 5 481 | - | ||
| - Transfer changes in fair value of authorised hedging instruments | -6 216 | 6 216 | - | ||
| - Transfer of EPRA earnings to reserves | 14 221 | -14 221 | - | ||
| - Reclassification between reserves | - | ||||
| - Dividends of the financial year 2019-2020 | -55 574 | -55 574 | |||
| - Capital increase | - | ||||
| - Capital increase through contribution in kind | 795 | 1 382 | 2 177 | ||
| - Costs of capital increase | -37 | -37 | |||
| - Other | - | ||||
| - Other comprehensive income 31/03/2021 | 1 233 | 61 436 | 62 669 | ||
| Balance according to IFRS on 31 March 2021 | 276 526 | 316 792 | 153 469 | 61 436 | 808 223 |
Changes in the effective part of the fair value of authorised hedging instruments are not subjected to qualify for hedge accounting as defined by IFRS
| Impact on the fair | Changes in the effective | part of the fair value | ||||||
|---|---|---|---|---|---|---|---|---|
| value of estimated | part of the fair value | of authorised hedging | ||||||
| Reserve for the positive/ | transfer rights and | of authorised hedging | instruments are not | |||||
| negative balance of | costs resulting from the | instruments qualifying | subjected to qualify | Results carried | ||||
| changes in the fair value | hypothetical disposal of | for hedge accounting | for hedge accounting | forward from previous | ||||
| * Detail of the reserves (in € 000) | Legal reserve | of real estate properties | Available reserves | investment properties | as defined by IFRS | as defined by IFRS | financial years | TOTAL |
| Balance according to IFRS on 31 March 2019 | 60 | 130 357 | 15 335 | -44 784 | -2 672 | -7 833 | 53 871 | 144 335 |
| - Net appropriation of profits 2019-2020 | ||||||||
| - Transfer of portfolio result to reserves | 14 619 | -8 317 | 6 302 | |||||
| - Transfer changes in fair value of authorised hedging instruments |
-13 374 | -13 374 | ||||||
| - Transfer of EPRA earnings to reserves | 13 004 | 13 004 | ||||||
| - Reclassification between reserves | 2 | -1 028 | 2 156 | 2 083 | -3 213 | 0 | ||
| - Capital increase through contribution in kind | ||||||||
| - Costs of capital increase | ||||||||
| - Other | -911 | -911 | ||||||
| - Other comprehensive income 31/03/2020 | -154 | -67 | 578 | 357 | ||||
| Balance according to IFRS on 31 March 2020 | 62 | 143 037 | 17 491 | 0 -51 172 |
-2 739 | -20 629 | 63 662 | 149 713 |
| - Net appropriation of profits 2020-2021 | ||||||||
| - Transfer of portfolio result to reserves | 730 | -6 211 | -5 481 | |||||
| - Transfer changes in fair value of authorised hedging instruments |
-6 216 | -6 216 | ||||||
| - Transfer of EPRA earnings to reserves | 14 221 | 14 221 | ||||||
| - Reclassification between reserves | 18 | 590 | -590 | 195 | -213 | 0 | ||
| - Capital increase through contribution in kind | 0 | |||||||
| - Costs of capital increase | 0 | |||||||
| - Other | 0 | |||||||
| - Other comprehensive income 31/03/2021 | 513 | 720 | 1 233 | |||||
| Balance according to IFRS on 31 March 2021 | 80 | 144 358 | 16 899 | -57 188 | -2 226 | -26 126 | 77 670 | 153 469 |
| CASH-FLOW STATEMENT (in € 000) | Notes | 31.03.2021 | 31.03.2020 |
|---|---|---|---|
| 2. Cash-flow from investment activities | -66 412 | -73 484 | |
| Purchase of intangible assets | 20 | -497 | -1 071 |
| Purchase of investment properties and assets held for sale | 21 | -106 741 | -60 739 |
| Disposal of investment properties and assets held for sale | 21 | 43 278 | -5 427 |
| Acquisition of shares of real estate companies | -2 250 | -2 344 | |
| Disposal of shares of real estate companies | 0 | 0 | |
| Purchase of other tangible assets | 20 | -266 | -4 056 |
| Disposal of other tangible assets | 20 | 64 | 27 |
| Disposal of non-current financial assets | 0 | 0 | |
| Income from trade receivables and other non-current assets | 0 | 127 | |
| 3. Cash-flow from financing activities | -90 310 | 114 986 | |
| * Change in financial liabilities and financial debts | |||
| - Increase in financial debts | 34 | 153 250 | 262 623 |
| - Decrease in financial debts | 34 | -189 943 | -122 756 |
| * Change in other liabilities | |||
| - Increase (+) / Decrease (-) in other liabilities | -183 | 2 014 | |
| * Change in shareholders' equity | |||
| - Capital increase and issue premiums | 27 | 0 | 0 |
| - Costs of capital increase | 28 | -37 | -348 |
| - Other | 0 | -1 065 | |
| * Dividend | |||
| - Dividend for the previous financial year | 19 | -53 396 | -25 482 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE FINANCIAL YEAR | 3 681 | 98 082 |
A total of € 153.25 million in credit lines was used or extended and € 189.94 million in credits was temporarily not used or repaid.
| CASH-FLOW STATEMENT (in € 000) | Notes | 31.03.2021 | 31.03.2020 |
|---|---|---|---|
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE FINANCIAL YEAR |
98 082 | 3 161 | |
| 1. Cash-flow from operating activities | 62 320 | 53 419 | |
| Operating result | 81 592 | 86 675 | |
| Interest paid | -19 141 | -18 053 | |
| Interest received | 50 | 50 | |
| Corporate taxes paid | -2 962 | -11 539 | |
| Corporate taxes received | 82 | 258 | |
| Other | 1 815 | 708 | |
| Non-cash elements to be added to / deducted from the result: | 4 061 | 11 471 | |
| * Depreciations and impairments | |||
| - Depreciations / Impairments (or write-backs) on tangible and intangible assets |
20 | 407 | 364 |
| - Depreciations / Impairments (or write backs) on trade receivables |
2 | 2 149 | 247 |
| * Other non-cash elements | |||
| - Changes in the fair value of investment properties | 12 | 5 963 | 5 183 |
| - Profit on disposal of investment properties | 11 | -825 | -597 |
| - Other result on portfolio | -992 | 298 | |
| - Changes in the fair value of financial assets and liabilities | -2 508 | 5 975 | |
| - Costs of issuing bond loans | -132 | ||
| * Other | |||
| Change in working capital requirements: | -3 177 | -16 150 | |
| * Movement of assets | |||
| - Trade receivables and other receivables | 23 | -3 299 | -1 882 |
| - Tax receivables and other current assets | 24 | -7 638 | -3 349 |
| - Deferred charges and accrued income | 26 | -799 | -259 |
| - Long-term assets | |||
| * Movement of liabilities | |||
| - Trade debts and other current debts | 30/31 | 8 160 | -10 255 |
| - Other current liabilities | 32 | -110 | -244 |
| - Accrued charges and deferred income | 33 | 510 | -160 |
| ash-flow from investment activities. | |
|---|---|
The following new standards and amendments to standards are mandatory for the first time for the financial year beginning 1 January 20201 and have been endorsed by the European Union:
of a business (effective 1 January 2020). The new guidance provides a framework to evaluate when an input and a substantive process are present (including for early stage companies that have not generated outputs). To be a business without outputs, there will now need to be an organised workforce. The changes to the definition of a business will likely result in more acquisitions being accounted for as asset acquisitions across all industries, particularly real estate, pharmaceutical, and oil and gas. Application of the changes would also affect the accounting for disposal transactions.
The following new amendments have been issued, is not mandatory for the first time for the financial year beginning 1 January 2020 but have been endorsed by the European Union :
The following new standards and amendments have been issued, but are not mandatory for the first time for the financial year beginning 1 January 2020 and have not been endorsed by the European Union:
| EPRA earnings per share (in €) | 31.03.2021 | 31.03.2020 |
|---|---|---|
| EPRA earnings (attributable to the shareholders of the parent company) | 62 908 117 | 69 198 748 |
| Number of ordinary shares in circulation | 12 665 763 | 12 630 414 |
| Weighted average number of shares | 12 652 011 | 12 359 942 |
| EPRA earnings per share (in €)5 | 4.97 | 5.60 |
| EPRA earnings per share (in €) - diluted | 4.97 | 5.60 |
5 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 (12.665.763 shares), the EPRA earnings per share amounts to EUR 4.97 EUR at 31.03.2021 versus EUR 5.48 at 31.03.2020.
| NET ASSET VALUE PER SHARE (in €) - SHARE GROUP | 31.03.21 | 31.03.20 |
|---|---|---|
| Net asset value per share IFRS6 | 63.81 | 63.26 |
| EPRA NAV per share7 | 65.84 | 65.55 |
| EPRA NTA per share8 | 65.53 | 65.27 |
| Net asset value per share (investment value) excl. dividend | ||
| excl. the fair value of authorised hedging instruments9 | 66.43 | 65.73 |
6 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.
7 EPRA NAV is calculated as follows: shareholders' equity (excluding the fair value of authorised hedging instruments) divided by the number of shares. 8 EPRA NTA is calculated as follows: shareholders' equity (excluding the fair value of authorised hedging instruments, deferred taxes and intagible fixed
assets) divided by the number of shares.
9 For the definition and purpose of this alternative performance measure, we refer to the Lexicon in the chapter 'miscelanneous' of this annual report
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 annual accounts of the company for the financial year which ended on 31 March 2021 comprise Retail Estates nv and its subsidiaries (the "Group"). The annual accounts were approved for publication by the board of directors on 21 May 2021 and will be submitted for approval to the annual shareholders' meeting on 19 July 2021.
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.
Corporate transactions of the past financial years were not processed as business combinations as defined by IFRS 3 based on the finding that this standard was not applicable given the nature and the scale of the acquired companies. The companies in question owned a limited number of properties. Their employees have not been retained and their activities have been discontinued. They were not intended to be kept on as independent businesses. The companies are fully consolidated. Please refer to note 41 for more information on this matter.
The following amendments and annual improvements to standards are mandatory for the first time for the financial year beginning on or after 1 January 2019 and have been endorsed by the European Union but have no significant effect on the presentation, the notes of the financial results of the Group:
1 For Retail Estates, these standards are mandatory for the first time from application for the fiscal year starting April 1, 2020.
on the accounting for certain balances that arise from rate–regulated activities. IFRS 14 is only applicable to entities that apply IFRS 1 as firsttime 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 financial information is drawn up in euro (€), and is rounded off to the nearest thousand. The companies of the Group also do their accounting in euro (€).
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, carrying out the necessary eliminations.
'Control' is defined as Retail Estates nv's ability to directly or indirectly determine the financial and operational policy of the subsidiary, to benefit from the variable cash flows and the results of this subsidiary and to influence its variable cash flows by controlling the subsidiary.
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 the conversion of monetary assets and liabilities into foreign currencies are booked in the income statement in the period in which they arise. Non-monetary assets and liabilities in foreign currencies are converted at the exchange rate applicable on the transaction date.
The Group uses financial derivatives (interest rate swaps) to hedge interest rate risks arising from operational, financial and investment activities. Derivative financial products are initially valued at their fair value.
After the initial recognition, 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, taking into account the prevailing interest rate and the credit risk of the counterparties involved.
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 change in value of the financial interest rate derivative that has been recognised as an effective hedge shall be posted directly to equity under "Changes in the fair value of financial assets and liabilities". The ineffective part of the financial interest rate derivative shall be recognised in the income statement.
as the Board's Annual Improvements, which are changes that clarify the wording or correct minor consequences, oversights or conflicts between requirements in the Standards:
The following standard is mandatory since the financial year beginning 1 January 2016 (however not yet subjected to EU endorsement). The European Commission has decided not to launch the endorsement process of this interim standard but to wait for the final standard:
– IFRS 14, 'Regulatory deferral accounts' (effective 1 January 2016). It concerns an interim standard
for the issuance of new shares to the benefit of the contributor: exemption from duties;
As a result, the actual percentage of the transfer taxes varies from 0% to 12.50%; it is furthermore 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 experts involved in determining the value of Belgian BE-REITs were asked to determine a weighted average percentage of the actual taxes for the real estate portfolios of the BE-REITs. For transactions of properties with a value of over € 2.50 million, and in view of the range of methods for transferring ownership (see above), the experts calculated the weighted average taxes at 2.50% based on a representative sample of 220 market transactions with a total worth of € 6 billion that took place between 2003 and 2005. As regards transactions involving buildings of which the total value is lower than € 2.50 million, transfer duties of 10% to 12.50% are applied depending on the Region in which the premises are located. It was decided to adjust this percentage by multiples of 0.5% if necessary. In the course of 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 of € 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). The experts came to the conclusion 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 case 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. Retail Estates manages its real estate at portfolio level whenever possible ("retail cluster and retail parks", see management report and chapter "overview of real estate portfolio" in the real estate report for an overview of the clusters). Consequently, the fair value is determined by deducting 2.5% from the value of the properties (in accordance with the valuation at "fair value" of its valuation appraisers Cushman & Wakefield, CBRE and Stadim). In accordance with its strategy, Retail Estates does in principle not have the intention to sell individual properties within the clusters with an investment value below € 2.5 million.
Until 31 December 2020 the Dutch transfer tax percentage was 6%. The transfer tax rate was increased on 8% as of 1 January 2021. For the other costs (e.g. notary fees) Retail Estates charges between 0.08% and 1% extra.
The non-recurring impact of the increase of the transfer tax rate is € -9.03 million and has been incorporated in the portfolio result.
In this respect we refer to the chapter "Reports of the real estate experts" of the real estate report. The report of the Dutch real estate expert Cushman&Wakefield, which valuates the majority of the Dutch properties, mentions: "for residential boulevards, there are no references for prime deals under the new tax system as of 1 January 2021 and before the valuation date. Deals made after the valuation will have to show whether buyers take into account higher costs resulting from this tax increase when offering a price, or whether investors are prepared to accept a lower yield for residential boulevards. Everything will depend on how long the lockdown will last and on the corresponding risk profile buyers take into account."
Any gains or losses resulting from fluctuations in the fair value of an investment property are recognised in the income statement in the period in which they arise and assigned to the reserves for the balance of fluctuations in the fair value of real estate properties during the appropriation of profits.
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. The exit tax, owed by companies over which the public BE-REIT acquires direct or indirect control, is furthermore in principle deducted from the value of the underlying property given that it concerns 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 buildings are regarded as additional costs of the acquisition and are added to the acquisition cost.
If a property is acquired through contributions in kind, any third-party costs directly attributable to the issuance of new shares shall be deducted from equity. The contributed properties are valued at contribution value at initial recognition.
The user rights recognised in the balance sheet for concessions, long leases or similar lease agreements (following the entry into force of IFRS 16) are also regarded as a real estate investment.
At the end of each quarter, an independent real estate expert shall provide an exact assessment of the following elements:
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 regulated real estate companies (pursuant to the provisional decrees; the experts reserve the right to adapt the valuation in the event of any amendments to the decrees).
Fair value is specifically defined as the price that would be received upon sale of an asset or that would have to be paid upon the transfer of an obligation in an arm's length transaction between market parties on the valuation date.
From the point of view of the seller, it must be construed minus the transaction taxes. The estimated amount of the transaction taxes is immediately deducted from the results at initial recognition.
The transfer of ownership of an immovable object is subject to transefer taxes in Belgium. The amount of these taxes depends on the manner of transfer, the capacity of the buyer and the geographical location of the property. The first two elements, and hence the full amount of the taxes due, are therefore only known when the transfer of ownership has been completed. The different transfer of ownership possibilities and the corresponding taxes are:
In the limited cases where Retail Estates is the lessee in lease agreements (and these agreements are not among the exceptions referred to in IFRS 16), Retail Estates, in its capacity as lessee, will recognize a user right and corresponding liability in the consolidated annual accounts. Subsequently all user rights qualifying as real estate investments are value at fair value in accordance with the valuation rules described in the section relating to real estate investments. The minimum lease payments are recorded partly as financing costs and partly as repayment of the outstanding liability. The financing cost is recognised in the item "Changes in fair value of financial assets and liabilities".
If there are indications that an asset may have suffered an impairment loss, the book value is compared with the realisable value.
If the book value is higher than the realisable value, an impairment loss is recognised.
When other tangible non-current assets are sold or retired, their acquisition value and any related depreciations cease to be recognised in the balance sheet and the realised gains or losses are recognised in the income statement.
Trade receivables and other non-current assets are valued at fair value at initial recognition and are subsequently valued at amortised cost on the basis of the effective interest rate method. A write-down is recorded 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 shall be entered on the closing date at the weighted average quoted price during the preceding 30 days and classified as "non-current financial assets".
The aforementioned rule does not apply 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 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 view of:
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 BE-REIT Act.
Taking these considerations into account, the certificates are classified as investment properties
The gains or losses realised from the sale of an investment property are classified as "Result from sales of investment properties" in the income statement 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.
Under the adjusted IAS 40 standard, non-current assets under construction are included in the investment properties. If purchased, they are valued at the acquisition value, including incidental costs and non-deductible VAT.
If the Group believes that the fair value of the investment properties under construction cannot be determined in a reliable manner but assumes it will be possible to determine the fair value once the properties have been contracted, licensed and rented, the investment properties under construction will be recorded at cost price until the fair value can be determined (once they have been contracted, licensed and rented or until the construction is completed (whichever happens first)) in accordance with IAS 40.53. This fair value is based on the valuation by the real estate expert after deduction of the works still to be performed.
A non-current asset under construction can relate to a plot of land, a building to be demolished or an existing building that needs to be given a new purpose, requiring considerable renovation work to realise the desired purpose.
Tangible non-current assets other than land and buildings the use of which is limited in time are valued at acquisition cost and then depreciated over their expected useful life using the straightline method.
In the financial year of the investment, depreciation is recorded pro rata to the number of months that the asset was in use.
| Facilities, machinery and equipment | 20% |
|---|---|
| Furniture | 10% |
| Vehicles | 20-33% |
| IT equipment | 33% |
| Standard software | 33% |
| Tailor-made software | 10%-25% |
| Own use properties | 3% |
| Technical equipment | 6.66% |
A provision is taken if:
Trade debts are presented at nominal value on the balance sheet date. Interest-bearing borrowings are initially recognised at cost price less transaction costs. The interest-bearing borrowings are subsequently valued on the basis of the effective interest rate method, recognising each difference between the initial book value and the redemption value as an interest cost in the income statement over the term of the loan.
Retail Estates nv provides a defined contribution pension scheme for its employees and executive officers. For the executive officers this scheme has been entrusted to an insurance company that is independent of the company.
The scheme for employees is largely handled via the fund of the joint committee. It is therefore a sector scheme, and it is the organiser of this pension scheme (Fonds Tweede Pijler PC 323) who is to assume the legal responsibilities and obligations.
Contributions paid during the financial year are recognised as expenses.
The net rental result includes the rent, operating lease income and other revenues related to the aforementioned sources of income less rent-related expenses, i.e. the rent payable on leased assets, impairment losses on receivables and write-backs of impairment losses on receivables.
The recovery of property expenses includes the
revenue obtained from charging costs for major repairs and maintenance.
The charges and taxes 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 is recognised in the income statement in the period to which it refers using the straight-line method.
The property charges are valued at the fair value of the compensation that has been paid or is due and are recognised in the income statement in the period to which they refer using the straight-line method.
The technical costs include, among other things, structural and occasional maintenance costs and losses resulting from incidents partially 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 include 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 to participate directly in a diversified real estate investment in a liquid manner. Part of the costs incurred in the context of Retail Estates nv's growth strategy are also included in this category.
at their acquisition value, including additional expenses. Any gains or losses resulting from fluctuations in the fair value of an investment property are recognised in the income statement in the period in which they arise and assigned to the unavailable reserves at the time of the appropriation of profits. On 31 March 2021, the value of the investment properties related to the Distri-Land certificates amounts to € 15.56 million (€15.44 million on 31 March 2020) compared to a total portfolio of Retail Estates of € 1,717.25 million.
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 realised by the issuer. This result 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 compensation for any reduction in value of the issuer's buildings. The entire coupon is therefore treated as net rental income and is classified as turnover.
Whenever a particular property in the issuer's portfolio is sold, the following applies:
the net proceeds, after retention of any withholding tax liability, are only recognised as realised capital gains in Retail Estates nv's accounts equal to the amount of the difference between the book value of the real estate certificate on the closing date increased by the net liquidation coupon on the one hand and the book value on the previous closing date on the other. The book value of the real estate certificate is calculated at each closing date by performing a valuation of the certificate holder's contractual rights as they appear in the issue prospectus based on the fair value of the immovable property owned by the issuer as validated by the real estate expert of Retail Estates nv on the closing date. Any gains or losses resulting from fluctuations in the fair value of an investment property are recognised in the income statement and incorporated in the period in which they arise and are assigned to the reserves available for distribution at the time of the appropriation of profits.
These assets concern real estate for which the book value will primarily be realised by the sale of the assets and not by further letting. Like the investment properties (see above), these assets are recognised at fair value, which is equal to investment value less transaction fees.
A property is recorded as an asset held for sale if a declaration of intent to sell has been signed.
The receivables payable within one year are recognised at 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. Any thirdparty costs directly attributable to the issuance of new shares shall be deducted from shareholders' equity. When share capital recognised as equity is repurchased by Retail Estates nv, the paid amount, including any directly attributable costs, shall be recognised as a change in shareholders' equity. Purchased own shares are presented as a decrease in the total shareholders' equity.
Dividends are included in the result carried forward until they been approved by the shareholders' meeting.
| 115 025 | |
|---|---|
| 358 688 | |
| 391 861 |
Rounding off to the nearest thousand can bring about discrepancies between the balance sheet and the income statement and the details presented below.
The decrease in rental income is mainly due to the sales that took place in the past financial year as well as the temporary increased vacancy as a result of several bankruptcies. The rental income below excludes future indexations.
As a theoretical exercise, the following table shows how much rental income Retail Estates nv is certain to receive based on the current lease agreements.
| Rental income (in € 000) | 31.03.2021 31.03.2020 | |
|---|---|---|
| Within one year | 112 524 | 115 025 |
| Between one and five year(s) | 352 059 | 358 688 |
| Within more than five years | 388 237 | 391 861 |
This does not alter the theoretical risk that all (Belgian) tenants may make use of their legal termination option at the end of the current threeyear period. Taking into account this legal option, the weighted average remaining term is 2.18 years for the Belgian portfolio. 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 992 properties, a total of 192 months of rent-free periods was granted. No other material incentives are given when entering into lease agreements.
The Group concludes commercial rental contracts for its buildings in Belgium for a minimum period of nine years, which, in most cases, can be terminated by the tenant after the expiry of the third and the sixth year, subject to six months' notice prior to the expiry date. Standard lease agreements in the Netherlands have a five-year term.
The rents are usually paid in advance on a monthly basis (sometimes quarterly). They are indexed annually on the anniversary of the lease agreement. Taxes and levies, including property tax, the insurance premium and 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, corresponding to three months' rent.
At the start of the agreement, an inventory of fixtures is drawn up between the parties by an independent expert. Upon expiry of the agreement, the tenant must return the leased premises in the condition described in the inventory of fixtures that was drawn up when the tenant moved into the property, subject to normal wear and tear. The lessee is not entitled to transfer the lease nor to sublet all or part of the leased property without prior written consent of the lessor. The tenant must register the agreement at their own expense.
Rental-related expenses (in € 000) 31.03.2021 31.03.2020
| Rent payable for hired | ||
|---|---|---|
| assets and lease costs | -54 | -50 |
| Impairments on trade receivables | -2 149 | -247 |
| Total rental-related expenses | -2 202 | -296 |
Recovery of charges and taxes normally payable by tenants on let properties (in € 000) 31.03.2021 31.03.2020
| Recharging of rental charges borne by the owner |
5 158 | 6 247 |
|---|---|---|
| Recharging of real estate taxes and taxes on let properties |
5 440 | 5 877 |
| Total recovery of charges and taxes normally payable by tenants on let properties |
10 599 | 12 124 |
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 income from investments.
Corporate income tax comprises the current tax burden on the profit or loss for the year. Corporate income tax is recognised directly in the income statement, except when related to items recognised directly in shareholders' equity, in which case it is recognised in shareholders' equity. In that case the tax is also recognised directly in shareholders' equity. The current tax burden includes the expected tax payable on the taxable income for the year as well as any adjustment to the tax payable for previous years.
Exit tax is the corporate income tax on capital gains arising from 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 an 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 on the taxes line.
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. Retail Estates nv makes use of financial instruments of the IRS type to hedge the interest rate risk on non-current loans with variable interest rate. In an interest rate swap, the variable interest rate is exchanged for a fixed interest rate. Due to this interest rate policy, 93.02% 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 2.08%.
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 93.02% 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. Rental arrears are furthermore carefully monitored by Retail Estates nv. In case of non-payment, the company generally holds a bank guarantee.
Please refer to notes 34 and 35 for more details.
None of our customers account for at least 10% of the total rental income.
The audited consolidated annual accounts for the financial years ending on 31 March 2019 (pages 126-186 of the Annual Financial Report 2018-2019) and 31 March 2020 (pages 151-203 of the Annual Financial Report 2019-2020) are incorporated in this annual report by reference. Copies of documents incorporated in this annual report by reference can be consulted on the company's website (www. retailestates.com).
Charges and taxes on unlet properties (in € 000) 31.03.2021 31.03.2020
| Total charges and taxes on unlet properties |
-867 | -748 |
|---|---|---|
| Property tax on vacant buildings | -389 | -184 |
| Vacancy charges of the financial year |
-477 | -564 |
The costs and taxes relating to unlet buildings concern buildings that are vacant for a limited period of time in the context of a changeover between tenants and non-current assets under construction (mainly property tax). On 31 March 2021, the cost for vacant property was 0.86% of the rental income received, compared to 0.70% on 31 March 2020.
Management costs are subdivided into portfolio management costs and other costs.
These costs mainly consist of the relevant personnel costs, the operating costs of Retail Estates nv's registered office and fees paid to third parties. Management fees received from tenants which partially cover the management costs of the properties are deducted.
costs 31.03.2021 31.03.2020
| Office charges | -265 | -186 |
|---|---|---|
| IT | -223 | -118 |
| Other | -43 | -69 |
| Housing costs | -195 | -295 |
| Fees to third parties | -196 | -242 |
| Public relations, communication and advertising |
-39 | -37 |
| Personnel expenses | -2 554 | -2 216 |
| Salaries | -1 570 | -1 484 |
| Social security | -303 | -266 |
| Pensions and collective | ||
| insurances | -46 | -25 |
| Other | -634 | -441 |
| Management fees received from tenants |
32 | 38 |
| Taxes and legal costs | ||
| Depreciation charges on office furniture, IT equipment and software |
||
| Total property | ||
| management costs | -3 217 | -2 939 |
Personnel costs make up most of the management costs. The table below provides an overview of the employee count in FTE.
| (in FTE) | 31.03.2021 31.03.2020 | |
|---|---|---|
| Property department | 19,37 | 18,59 |
| Total | 31,70 | 31,60 |
| Average | 30,90 | 29,90 |
For more information about the personnel cost and the employee count for the 2019-2020 financial year we refer to p. 175 et seq. of the 2019-2020 Annual Financial Report.
For more information about the personnel cost and the employee count for the 2018-2019 financial year we refer to p. 152 et seq. of the 2018-2019 Annual Financial Report.
| $-564$ |
|---|
| -184 |
| Charges normally payable by tenants on let properties (in € 000) |
31.03.2021 31.03.2020 | |
|---|---|---|
| Rental charges borne | ||
| by the owner | -5 465 | -6 507 |
| Real estate taxes and | ||
| taxes on let properties | -6 702 | -6 998 |
| Total charges normally payable | ||
| by tenants on let properties | -12 167 | -13 505 |
The standard lease agreements usually provide for these expenses and taxes to be charged by the owner to the tenants. A number of the Group's lease agreements nevertheless state that some expenses and taxes remain payable by the owner.
These expenses and taxes principally include the costs of property tax, insurance and utilities. Due to the COVID-19 crisis, causing shops to be closed during a total of 3 months, common charges were reduced during the current financial year, which explains the decrease compared to last year.
The buildings (both existing buildings and those under construction) are covered by various insurance policies (providing cover for e.g. fire, storm and water damage) for a total value (new building value without land) of approximately € 995.74 million. This amount represents 57.99% of the fair value of the real estate on the same date (€ 1,717.25 million). The cover is limited to an amount determined by Retail Estates on the basis of the new building value. The value of the land must not be insured due to its nature. Non-current assets held for sale, on the other hand, are insured.
| Insurance | 31.03.2021 31.03.2020 | |
|---|---|---|
| Insurance premiums (in € 000) | 1 036 | 986 |
| Percentage of fair value | ||
| covered by insurance | 57.99 | 54.82 |
| Technical costs (in € 000) | 31.03.2021 31.03.2020 | |
|---|---|---|
| Recurrent technical costs | -1 614 | -3 626 |
| Structural maintenance | -1 614 | -3 626 |
| Non-recurrent technical costs | -666 | -860 |
| Occasional maintenance | -666 | -871 |
| Claim events covered by insurance companies |
-249 | -164 |
| Compensations received from insurance companies |
249 | 175 |
| Total technical costs | -2 280 | -4 486 |
Structural maintenance principally covers regular renovation of car parks and roofs. Occasional maintenance, on the other hand, mainly includes unforeseeable costs for the structure of the let premises that are attributable to wear and tear, uninsured accidents and acts of vandalism. Due to the COVID-19 crisis, the structural technical costs were cut in the first two quarters of the financial year. Starting in the third quarter, the scheduled maintenance was carried out again.
| Commercial costs (in € 000) | 31.03.2021 31.03.2020 | ||
|---|---|---|---|
| Brokers' commissions | -120 | -91 | |
| Publicity related to the properties | -93 | -452 | |
| Lawyers' fees and legal costs | -283 | -275 | |
| Other | -12 | -56 | |
| Total commercial costs | -509 | -874 |
Commercial costs mainly concern marketing events for the retail parks and fees for lease renewal negotiations and the preparation of permit applications. Due to the COVID-19 crisis, the marketing costs relating to the retail parks were cut, which explains the decrease compared to last year.
Result on disposals of investment properties (in € 000) 31.03.2021 31.03.2020
| Total benefit or loss on disposals | ||
|---|---|---|
| Net sales price of investment properties (sales price - transaction costs) |
43 783 | 8 275 |
| estate properties | 42 958 | 7 678 |
| Book value of sold real |
In the past financial year, properties were divested for a net sales price of € 43.79 million. A capital gain of € 0.83 million was realised on these divestments. Overall, sales revenues represent a sales 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 please refer to chapter 3 of this report (Management Report).
Result on disposals of
| investment properties (in € 000) | 31.03.2021 31.03.2020 | |
|---|---|---|
| Book value of sold real | ||
| estate properties | 17 437 | 13 532 |
| Net sales price of investment | ||
| properties (sales price | ||
| - transaction costs) | -23 400 | -18 716 |
| Total benefit or loss on disposals | ||
| of investment properties | -5 963 | -5 183 |
On 1 January 2021, the Dutch transfer tax was raised from 6% to 8%. The real estate experts deducted the full amount of the increase, which can be estimated at € -9.03, from the investment value in order to obtain the fair value of the real estate.
31.03.21 31.03.20
Other result on portfolio 992 -298
The other result on portfolio mainly relates to deferred taxes on the Dutch properties.
| NOTE 13 | ||
|---|---|---|
| Financial result (in € 000) | 31.03.2021 31.03.2020 | |
| Collected interests and dividends | 0 | 0 |
| Other | 232 | 55 |
| Total financial result | 232 | 55 |
| NOTE 14 | ||
| Net interest charges (in € 000) | 31.03.2021 31.03.2020 | |
| Nominal interest on loans1 | -20 732 | -19 372 |
| Other interest costs2 | 140 | 97 |
| Total net interest charges | -20 592 | -19 275 |
1 Also includes the interests on Interest Rate Swaps (financial instruments). 2 Capitalised interest costs on investment properties under construction. The interest rate used is 2,13%.
The weighted average interest rate amounts to 2.08% on 31 March 2021, compared to 2.13% on 31 March 2020 (including the interest costs of the hedging instruments concluded). The company has concluded almost all of its loans as fixed-rate investment loans or as long-term variable-rate loans, for which a fixed interest rate was negotiated via a swap agreement. The evolution of the interest cover ratio, the net rental income versus interest charges on loans amounts to 4.84 on 31 March 2021 compared to 5.56 the year before. The company agreed on a minimum interest cover ratio of 2 with some of its bankers and bond holders. Please refer to note 35 for an overview of all swaps and caps.
If the hedging instruments concluded are not taken into account, the weighted average interest rate amounts to 1.45%.
| .03.2020 | ||
|---|---|---|
| 7678 | ||
| 8 2 7 5 | ||
| 597 |
| Other propery charges (in € 000) | 31.03.2021 31.03.2020 | |
|---|---|---|
| Other property charges | -6 | -3 |
| Total other property charges | -6 | -3 |
The corporate operating costs include 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 to participate indirectly in a diversified real estate investment in a liquid manner. 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) | 31.03.2021 31.03.2020 | |
|---|---|---|
| Office charges | -249 | -175 |
| IT | -218 | -127 |
| Other | -30 | -48 |
| Housing costs | -169 | -194 |
| Fees to third parties | -855 | -531 |
| Recurrent | -208 | -230 |
| - Lawyers | ||
| - Auditors | -191 | -239 |
| - Other | -17 | 9 |
| Non-recurrent | -638 | -216 |
| - Lawyers | -354 | -23 |
| - Notary costs | -1 | -24 |
| - Consultants | -283 | -169 |
| Mergers and acquisitions (other than business combinations) |
-9 | -85 |
| Public relations, communication and advertising |
-126 | -129 |
| Personnel expenses | -1 284 | -1 177 |
| Salaries | -700 | -604 |
| Social security | -155 | -126 |
| Pensions and collective insurances |
-19 | -39 |
| Other | -410 | -408 |
| Management fees | -1 357 | -1 250 |
| Remuneration of board of directors |
-198 | -233 |
| Taxes and legal costs | -1 885 | -1 904 |
| Total operating costs | -6 123 | -5 593 |
The increase in non-recurring fees is due to the replacement of the consultant for the integrated technology system that is currently being implemented.
| Calculation of distributable earnings (in € 000) - statutory | 31.03.2021 | 31.03.2020 |
|---|---|---|
| Net result | 60 986 | 58 641 |
| + Depreciations | 378 | 351 |
| + Impairments | 3 014 | 456 |
| - Reversal of impairments | -1 128 | -510 |
| - Reversal transferred and discounted rents | ||
| +/- Other non-monetary components | -2 674 | 6 216 |
| +/- Share in the non recurring result of holding incorporated using the equity method | 4 238 | 1 077 |
| +/- Result on the disposal of investment properties | 7 | -471 |
| +/- Changes in fair value of investment properties and | ||
| investment properties under construction | 559 | 3 647 |
| Adjusted result (A) | 65 381 | 69 407 |
| +/- capital gains and losses realized on real estate during the financial year | 869 | 1 347 |
| - Capital gains realized on real estate during the financial year exempt from the | ||
| mandatory payment subject to their reinvestment within a period of 4 years | 869 | 1 347 |
| + Realized capital gains on real estate previously exempt from the mandatory payment and which were not reinvested within a 4-year period |
||
| Net capital gains on realization of real estate not exempt from mandatory payment (B) | ||
| Net reduction debt | ||
| Distributable result | 65 381 | 69 407 |
Net reduction debt
| Other financial charges (in € 000) | 31.03.2021 31.03.2020 | |
|---|---|---|
| Bank costs and other | ||
| commissions | -70 | -96 |
| Total other financial charges | -70 | -96 |
| Corporate income tax (in € 000) 31.03.2021 31.03.2020 |
|---|
| ---------------------------------------------------------- |
| Company | 43 | -550 |
|---|---|---|
| 1. Corporate income tax | 102 | -550 |
| Current year taxes | -296 | -62 |
| Previous year tax adjustment | 398 | -488 |
| 2. Exit tax | -59 | |
| Subsidiaries | -2 442 | -2 494 |
| 1. Corporate income tax | -2 384 | -2 870 |
| Current year taxes | -2 384 | -2 870 |
| Previous year tax adjustment | ||
| 2. Exit tax | -59 | 376 |
| Total corporate income tax | -2 399 | -3 044 |
A BE-REIT is subject to corporate income tax solely in respect of non-tax deductible expenditure and abnormal benefits. Deferred taxes are recorded for the subsidiaries on the difference between the book value after depreciation in the statutory annual accounts of these subsidiaries and the fair value. These deferred taxes are recorded at a rate of 15% if the respective boards of directors of Retail Estates nv and the subsidiary intend to merge the subsidiary with the public BE-REIT.
The subsidiaries in the Netherlands fall outside the scope of the BE-REIT system or a similar Dutch system. The revenues of the Dutch companies are therefore taxed based on the applicable corporate tax rate (currently 25%).
| Number of shares | 31.03.2021 31.03.2020 |
|---|---|
| Movements of the number of shares |
|
| Number of shares at the beginning of the financial year |
12 630 414 11 422 593 |
| Number of shares at the end of the financial year |
12 665 763 12 630 414 |
| Number of dividend bearing shares |
12 665 763 12 630 414 |
| Weighted average number of shares for diluted |
|
| earnings per share | 12 652 011 12 359 942 |
Capital increase by means of non-monetary contribution
On 20 August 2020, a total of 35,349 new shares were issued at an issue price of € 61.60. The capital increase relates to a non-monetary contribution within the context of an optional dividend. 5.60% of the shareholders opted for a subscription for new shares. The new shares have been sharing in the company's profit as from 1 April 2020.
As a result of this capital increase, the total capital of Retail Estates nv amounted to € 284,984,601.97 on 31 March 2021, represented by 12,665,763 fully paid ordinary shares..
| ANNUAL REPORT 2020 - 2021 | ||
|---|---|---|
| Acquisition value |
|---|
| ------------------- |
| Intangible non-current assets | Other tangible non-current assets |
|||
|---|---|---|---|---|
| Investment and amortisation table (in € 000) | 31.03.2021 | 31.03.2020 | 31.03.2021 | 31.03.2020 |
| Acquisition value | ||||
| Balance at the end of the previous financial year | 2 100 | 1 029 | 7 703 | 3 938 |
| Acquisitions | 497 | 1 071 | 266 | 4 056 |
| Transfers and disposals of assets | -311 | -290 | ||
| Transfers to/from other accounts | ||||
| At the end of the financial year | 2 597 | 2 100 | 7 658 | 7 703 |
| Amortisation and impairment losses | ||||
| Balance at the end of the previous financial year | 958 | 886 | 1 157 | 1 128 |
| Balance of acquired companies | ||||
| Amortisation3 | 85 | 72 | 322 | 292 |
| Transfers and disposals of assets | -247 | -263 | ||
| Transfers to/from other accounts | ||||
| At the end of the financial year | 1 043 | 958 | 1 232 | 1 157 |
| Net book value | 1 553 | 1 142 | 6 426 | 6 545 |
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.
| Calculation of distributable earnings (in € 000) - consolidated | 31.03.2021 | 31.03.2020 |
|---|---|---|
| Net result | 61 436 | 58 098 |
| + Depreciations | 407 | 364 |
| + Impairments | 3 659 | 591 |
| - Reversal of impairments | -1 743 | -596 |
| - Reversal transferred and discounted rents | ||
| +/- Other non-monetary components | -2 674 | 6 216 |
| +/- Result on the disposal of investment properties | -825 | -597 |
| +/- Changes in fair value of investment properties and investment properties under construction |
4 971 | 5 481 |
| Adjusted result (A) | 65 231 | 69 558 |
| +/- Capital gains and losses realized on real estate during the financial year | 2 016 | 1 787 |
| - Capital gains realized on real estate during the financial year exempt from the mandatory payment subject to their reinvestment within a period of 4 years |
2 016 | 1 787 |
| + Realized capital gains on real estate previously exempt from the mandatory payment and which were not reinvested within a 4-year period |
||
| Net capital gains on realization of real estate not exempt from mandatory payment (B) | ||
| Net reduction debt | ||
| Distributable result | 65 231 | 69 558 |
The other non-monetary elements, amounting to € -2.67 million, concern the variations in the fair value of the financial instruments. The variations in the fair value of investment properties and noncurrent assets under construction consist of the result on portfolio amounting to € 5.96 million on the one hand and the "other result on portfolio" on the other hand. The share in the non-distributable result of the subsidiaries relates to the variations in the fair value of the subsidiaries.
In accordance with article 13 of the BE-REIT Belgian Royal Decree, the BE-REIT must at least pay out the positive difference between the following amounts by way of reimbursement of capital :
1° 80% of the amount determined in accordance with the table incorporated into Chapter III of Annex C (BE-REIT Belgian Royal Decree); and 2° the net decrease over the financial year of the debt of the public BE-REIT.
The debt decreased during the past financial year, but the company did not take this into account for the calculation of its minimum payment.
| Proposed gross dividend | 56 996 | 55 574 |
|---|---|---|
| Minimum profit distribution | 52 305 | 55 526 |
| Distributable earnings | 65 381 | 69 407 |
| Diluted net earnings | 60 986 | 58 641 |
| Ordinary net earnings | 60 986 | 58 641 |
| Calculation of pay-out ratio (in € 000) - statutory |
31.03.2021 31.03.2020 |
| Pay-out ratio | 87,38% | 79,90% |
|---|---|---|
| Proposed gross dividend | 56 996 | 55 574 |
| Minimum profit distribution | 52 185 | 55 646 |
| Distributable earnings | 65 231 | 69 558 |
| Diluted net earnings | 61 436 | 58 098 |
| Ordinary net earnings | 61 436 | 58 098 |
| Calculation of pay-out ratio (in € 000) - consolidated |
31.03.2021 31.03.2020 |
| NOTE 21 | ||
|---|---|---|
| Investment properties1 | Assets held for sale | Total | ||||
|---|---|---|---|---|---|---|
| Investment and revaluation table (in € 000) | 31.03.2021 31.03.2020 31.03.2021 31.03.2020 31.03.2021 31.03.2020 | |||||
| Balance at the end of the previous financial year 1 661 753 | 1 529 629 | 1 791 | 17 406 1 663 544 | 1 547 035 | ||
| Acquisition through purchase real estate companies |
3 308 | 3 308 | 0 | |||
| Acquisition through contribution real estate companies |
||||||
| Capitalised interest cost | 140 | 39 | 140 | 39 | ||
| Acquisiton of investment properties | 86 585 | 107 752 | 86 585 | 107 752 | ||
| Investments that result from subsequent expenses included in the carrying amount of the asset |
4 295 | 2 309 | 2 | 4 295 | 2 311 | |
| Contribution of investment properties | 3 618 | 0 | 3 618 | |||
| Disposal through sale of real estate companies | 0 | 0 | ||||
| Disposal of investment properties | -24 206 | -4 293 | -18 752 | -3 385 | -42 958 | -7 678 |
| Transfers to assets held for sale | -25 582 | -289 | 25 582 | 180 | 0 | -109 |
| Other transfers | 505 | 13 702 | -690 | -11 747 | -185 | 1 955 |
| Acquisiton of investment properties under construction |
16 411 | 13 958 | 16 411 | 13 958 | ||
| Completion of investment properties under construction to portfolio |
13 019 | 7 197 | 13 019 | 7 197 | ||
| Transfer of investment properties under construction to portfolio |
-13 019 | -7 351 | -13 019 | -7 351 | ||
| Change in fair value (+/-) | -5 964 | -4 518 | 1 | -665 | -5 963 | -5 183 |
| At the end of the financial year | 1 717 246 1 661 753 | 7 931 | 1 791 1 725 177 1 663 544 | |||
| OTHER INFORMATIONS | ||||||
| Investment value of the property | 1 789 397 | 1 719 120 | 8 129 | 1 807 1 797 526 | 1 720 927 |
1 Including investment properties under construction (IAS 40).
Investments resulting from subsequent expenditure included in the book value of the assets amounted to € 4.30 million in financial year 2020-2021. In addition, the company realised € 13.02 million from the development of property for its own account and invested € 16.41 million in the development of property for its own account.
Where the evolutions in investment properties and the assets held for sale are concerned, please refer to the "Comments on the consolidated accounts for financial year 2020-2021".
As mentioned in the valuation rules, non-current assets under construction are included in the investment properties, in accordance with the adjusted IAS 40 standard. If purchased, they are valued at the acquisition value, including incidental costs and non-deductible VAT.
If the Group believes that the fair value of the investment properties under construction cannot be determined in a reliable manner but assumes it will be possible to determine the fair value once the properties have been contracted, licensed and rented, the investment properties under construction will be recorded at cost price until the fair value can be determined (once they have been contracted, licensed and rented or until the construction is completed (whichever happens first)) in accordance with IAS 40.53. This fair value is based on the valuation by the real estate expert after deduction of the works still to be performed.
IFRS 13 introduced a uniform framework for valuation at fair value and the provision of information on valuation at fair value, where this valuation principle is obligatory or permitted on the basis of other IFRS standards. In this context, fair value is specifically defined as the price that would be received upon sale of an asset or that would have to be paid upon the transfer of an obligation in an arm's length transaction between market parties on the valuation date.
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:
Investment properties fall under level 3 according to the IFRS 13 classification.
Investment properties are recorded on the basis of appraisal reports drawn up by independent expert real estate appraisers. Investment properties are valued at fair value. This fair value is based on the market value (i.e. corrected for transfer tax as described in the "Accounting policies" described above).
The methods used by the independent real estate appraisers are the following:
The investment value is generally calculated on the basis of a GIY (gross initial yield) capitalisation of the passing rent, taking into account possible corrections like estimated market rental value, vacancy, step-rents, rent-free periods etc. The gross initial yield depends 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 at the moment of the valuation.
In case of buildings where the property rights are divided in bare ownership on the one hand and rights of superficies or long lease rights on the other, the value of the superficies or long lease rights is determined by discounting (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 leasehold rent until the expiry date of this agreement.
The reports of the independent real estate experts are based on:
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 the previous quarter and versus the 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 information regarding the various sites in the valuations. Finally, the final valuations are presented to the audit committee.
During financial year 2020-2021, the company acquired control of the company Inducom NV for an amount of € 2.25 million. The acquisition price was paid in cash. This resulted in an increase in investment properties by € 3.23 million, i.e. a change in working capital of € -0.98 million.
Disposals during the financial year 2020-2021 resulted in a decrease in investment properties and non-current assets held for sale by € 42.96 million.
During the financial year 2019-2020 the remaining shares (50%) of the company Blovan were acquired for a total amount of € 2.25 million. In order to guarantee the sellers' involvement pending the redevelopment of the site, they are still entitled to a share of the operational profits. In addition, they still benefit from deferred added value if the site can be redeveloped for retail activities in the long term.
| Non-current assets or groups of assets held for sale (in € 000) |
31.03.2021 31.03.2020 | |
|---|---|---|
| Assets held for sale | 7 931 | 1 791 |
| Total assets held for sale | 7 931 | 1 791 |
Recorded under assets held for sale are those assets for which there is a signed intention to sell but the final deed of sale had not yet been executed. These assets are usually sold within a year. Properties are only transferred to the assets held for sale if a declaration of intent has been signed with the potential buyer. The sale is not expected to result in a decrease in value of these assets.
On 31 March 2021, these assets represent a fair value of € 7.93 million. They concern € 0.34 million for a retail property and € 7.59 million for the retail cluster Keerdok in Mechelen. Out of the 9 tenants at this site, 2 went bankrupt. The vacancy rate will further increase toward the end of 2021 and in 2022, as other tenants will move to the new retail park Malinas. There is a possibility that these properties can be relet, but the outlook is rather unfavourable due to the oversupply of new retail units. Theoretically it is still possible to let the existing buildings for longer periods of time within the context of the existing permits. According to the Spatial Implementation Plan Keerdok, the site has been repurposed as a residential area, but this does not affect the validity of the existing permits. A feasibility study is currently carried out by two developers of residential real estate, each exclusively for part of the site and in cooperation with the other owners of plots of land on the same site. The results of this feasibility study have to be made public at the latest on 30 September 2021 and have to make it possible to determine whether
| 31.03.2021 | 31.03.2020 | |||||
|---|---|---|---|---|---|---|
| Weighted | Weighted | |||||
| Country | Method | Input | Range | average | Range | average |
| Gross Initial Yield | ||||||
| capitalization | Capitalisation rate (%) | 5.00%-10% | 6.34% | 5.00%-9.25% 6.42% | ||
| Annual rent (EUR/m²) | 33.86-247.62 105.16 | 33.86-249.68 103.87 | ||||
| Remaining lease duration (expiry date) (in months) |
0m-603m | 103m | 0m-528m | 105m | ||
| Remaining lease duration (first break option) (in months) |
0m-43m | 26m | 0m-50m | 24m | ||
| Belgium | Vacancy (in months) | 0m-12m | / | 0m-12m | / | |
| DCF | Discount rate (%) | 6%-8.50% | 7.58% | 5.87%-8.6% | 6.27% | |
| Annual rent (EUR/m²) | 33.86-247.62 105.16 | 33.86-249.68 103.87 | ||||
| Remaining lease duration (expiry date) (in months) |
0m-603m | 103m | 0m-528m | 105m | ||
| Remaining lease duration (first break option) (in months) |
0m-43m | 26m | 0m-50m | 24m | ||
| Vacancy (in months) | 0m-12m | / | 0m-12m | / | ||
| Gross Initial Yield | Capitalisation rate (%) | 5.85%-12.53% 6.90% | 5.85%-11.33% 6.91% | |||
| capitalization | Annual rent (EUR/m²) | 34.59-213.19 96.42 | 34.35-225.44 98.1 | |||
| The | Remaining lease duration (expiry date) (in months) |
0m-120m | 47m | 0m-120m | 44m | |
| Netherlands | Remaining lease duration (first break option) (in months) |
0m-120m | 47m | 0m-120m | 44m | |
| Vacancy (in months) | 0m-12m | / | 0m-12m | / | ||
The sensitivity of the fair value in relation to changes in the significant unobservable inputs used to determine the fair value of the properties classified in level 3 (in accordance with the IFRS fair value hierarchy) is the following (ceteris paribus): the effect of the increase (decrease) of the rental income by 1% leads to an increase (decrease) in the portfolio's fair value by € 17.17 million. The effect of an increase (decrease) of the rental income by 2% or 5% is linear. The effect of an increase in the yield by 100 bps leads to a decrease in the portfolio's fair value by € 229.27 million. A decrease in the yield by 100 bps leads to an increase in the portfolio's fair value by € 312.80 million.
The valuation process for real estate is determined by the CEO and the CFO after approval by the audit committee. They also decide on the independent real estate expert who will be appointed for the different parts of the real estate portfolio. Typically, contracts are entered into for a renewable term of three years. The fees of the real estate experts are determined for the term of their mandate and are not connected to the value of the properties that are the subject of the valuation.
An independent real estate expert is appointed for each country in order to ensure that the specific characteristics of each geographic region are reflected correctly. The real estate portfolio is valued on a quarterly basis. The valuation method (see above) is determined by the real estate expert. The valuation cycle in the course of a financial year consists of a visit to the property, after which a detailed report is drawn up, as well as three desktop reviews.
| Bank balances | 3 681 | 98 082 |
|---|---|---|
| Total cash and cash equivalents | 3 681 | 98 082 |
| NOTE 24 | NOTE 26 | ||||
|---|---|---|---|---|---|
| Tax receivables and other current assets (in € 000) |
31.03.2021 31.03.2020 | Deferred charges and accrued income (in € 000) |
31.03.2021 31.03.2020 | ||
| Taxes | Completed, property | ||||
| VAT receivable | returns not due | 59 | 85 | ||
| Witholding tax receivable | Rental discounts and rental | ||||
| Property tax receivable | 1 628 | 1 898 | benefits to be appropriated | ||
| Salary and social security | Property costs paid in advance | 1 724 | 935 | ||
| Other | 11 699 | 3 792 | Interest and other financial costs paid in advance |
482 | 451 |
| Other | 292 | 288 | |||
| Total tax receivables and | |||||
| other current assets | 13 328 | 5 690 | |||
| Total deferred charges and accrued income |
2 558 | 1 759 | |||
| NOTE 25 | |||||
| Cash and cash | The deferred charges mainly concern assurances | ||||
| equivalents (in € 000) | 31.03.2021 31.03.2020 | and maintenance costs for the ERP software. |
the value of the buildings can be recovered through a development project.
Trade receivables and doubtful debtors
| Total trade receivables | 6 837 | 5 686 |
|---|---|---|
| Other | 13 | 13 |
| Distri-Land | 225 | 193 |
| Coupon real estate certificats | ||
| Income to be collected | ||
| Doubtful debtors | -3 594 | -1 567 |
| Invoices to be issued | 713 | 1 372 |
| Trade receivables | 9 479 | 5 674 |
| Trade receivables (in € 000) | 31.03.2021 31.03.2020 |
Outstanding trade receivables amount to € 5.74 million, of which € 2.92 million have not yet reached their maturity date and mainly relate to pre-invoiced rent in the Netherlands. Taking into account the guarantees obtained – both rental guarantees and the requested bank guarantees – and the provisions created for potential financial agreements with Dutch tenants with respect to the remission of part of the rent for the periods of compulsory closure – there is no remaining credit risk concerning trade receivables on 31 March 2021 (after deducting doubtful debtors).
For more details about the Distri-Land coupon please refer to the chapter 'Real estate certificates' in the valuation rules mentioned earlier in this financial report.
| At the end of the financial year | -3 593 | -1 566 |
|---|---|---|
| Write-offs | 88 | 265 |
| Recoveries | 1 358 | 338 |
| Provisions | -3 473 | -597 |
| From acquired companies | ||
| At the end of the previous financial year |
-1 566 | -1 572 |
The provision of 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 created. 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.
| Ageing (in € 000) | 31.03.2021 31.03.2020 | |
|---|---|---|
| Due < 30 days | 57 231 |
|
| Due 30-90 days | 2 044 | 126 |
| Due > 90 days | 727 | -82 |
| Not due | 2 915 | 3 618 |
Based on historical information and subject to significant changes in the doubtful debts, it appears that the accounting treatment of doubtful debts as referred to in IFRS 9 has no material impact on the financial statements.
| Capital | Total remaining capital after the |
||||
|---|---|---|---|---|---|
| Capital evolution | movement | transaction | Number of | Total number | |
| Date | Transaction | (in € 000) | (in € 000) | shares created | of shares |
| 5/04/17 | Contribution in kind | 3 924 | 206 612 | 174 404 | 9 182 612 |
| 29/06/17 | Contribution in kind | 4 500 | 211 112 | 200 000 | 9 382 612 |
| 29/03/18 | Contribution in kind | 1 890 | 213 002 | 83 973 | 9 466 585 |
| 29/03/18 | Contribution in kind | 519 | 213 521 | 23 076 | 9 489 661 |
| 27/04/18 | Capital increase in cash | 42 704 | 256 225 | 1 897 932 11 387 593 | |
| 26/09/18 | Contribution in kind | 788 | 257 013 | 35 000 | 11 422 593 |
| 1/04/19 | Contribution in kind | 900 | 257 913 | 40 000 | 11 462 593 |
| 1/04/19 | Contribution in kind | 630 | 258 543 | 28 000 | 11 490 593 |
| 24/06/19 | Contribution in kind - stock optional dividend | 7 584 | 266 127 | 337 063 | 11 827 656 |
| 26/06/19 | Contribution in kind | 16 875 | 283 002 | 750 000 | 12 577 656 |
| 22/07/19 | Contribution in kind | 1 187 | 284 189 | 52 758 | 12 630 414 |
| 20/08/20 | Contribution in kind - stock optional dividend | 795 | 284 985 | 35 349 | 12 665 763 |
As per 31 March 2021, the registered capital amounts to € 284,984,601.97 and is represented by 12,665,763 shares. There are no preferred shares. Each of these shares represents one vote at the shareholders' meeting, and these shares represent the denominator for the notification in the context of the transparency declarations.
The difference between the capital as indicated above and the capital included in the consolidated balance sheet is explained by the capital increase costs, which were deducted in the consolidated balance sheet.
The capital has been paid up in full.
Please refer to article 6 of the articles of association of Retail Estates nv, as included in the chapter "Permanent document" of this report.
| Issue | |
|---|---|
| Date Transaction | premiums |
| Previous financial year | 315 410 |
|---|---|
| 20/08/20 Contribution in kind | 1 382 |
| Total issue premiums 31/03/2020 | 316 792 |
NOTE 29
Other non-current financial
| liabilities (in € 000) | 31.03.2021 31.03.2020 | |
|---|---|---|
| Authorised hedging instruments | ||
| (also refer to note 35) | 25 216 | 28 957 |
| Other | ||
| Total other non-current | ||
| financial liabilities | 25 216 | 28 957 |
NOTE 30
Trade debts and other
current debts (in € 000) 31.03.2021 31.03.2020
| Exit tax | 399 | 959 |
|---|---|---|
| Other | 23 953 | 14 426 |
| Trade debts | 659 | 221 |
| Invoices to be received | 16 288 | 9 138 |
| Taxes payable | 6 017 | 4 297 |
| Other current debts | 989 | 770 |
| Total trade debts and | ||
| other current debts | 24 352 | 15 385 |
The increase in received invoices is mainly explained by the credit notes that were anticipated with respect to potential agreements resulting from the obligatory closure of shops in the Netherlands. The invoices to be received mainly concern work
| Capital evolution | Capital movement |
Total remaining capital after the transaction |
|||
|---|---|---|---|---|---|
| Date | Transaction | (in € 000) | (in € 000) | Number of shares created |
Total number of shares |
| 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 | |
| 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 | |
| 4/07/12 | Contribution in kind | 4 694 | 127 030 | 208 607 | 5 645 681 |
| 27/07/12 | Contribution in kind - stock optional dividend | 3 768 | 130 798 | 167 441 | 5 813 122 |
| 28/06/13 | Contribution in kind | 540 | 131 338 | 24 009 | 5 837 131 |
| 28/06/13 | Capital increase in cash | 32 699 | 164 037 | 1 453 280 | 7 290 411 |
| 28/11/14 | Contribution in kind | 6 054 | 170 091 | 269 062 | 7 559 473 |
| 28/05/15 | Capital increase in cash | 28 345 | 198 436 | 1 259 740 | 8 819 213 |
| 29/01/16 | Contribution in kind | 1 060 | 199 496 | 47 107 | 8 866 320 |
| 14/12/16 | Contribution in kind | 2 604 | 202 100 | 115 735 | 8 982 055 |
| 14/12/16 | Contribution in kind | 588 | 202 688 | 26 153 | 9 008 208 |
Exit tax (in € 000) 31.03.2021
| Balance at the end of the previous financial year |
959 |
|---|---|
| Increase during the financial year | 46 |
| Advance payments | -38 |
| Assessments | -568 |
| At the end of the financial year | 399 |
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 above gives an overview of the evolution of the exit tax owed versus the previous financial year.
| Other current liabilities (in € 000) | 31.03.2021 31.03.2020 | |
|---|---|---|
| Dividends payable | 1 | 34 |
| Other | 703 | 781 |
|---|---|---|
| Total other current liabilities | 705 | 815 |
| Accrued charges and | |
|---|---|
| deferred income (in € 000) | 31.03.2021 31.03.2020 |
| Total accrued charges and deferred income |
9 715 | 9 206 |
|---|---|---|
| Other | 44 | 389 |
| Completed, not due interests and other financial costs |
3 589 | 3 448 |
| Property returns received in advance |
6 082 | 5 368 |
The deferred revenues mainly concern rents paid in advance.
Breakdown by due date of credit lines
| (in € 000) | 31.03.2021 31.03.2020 | |
|---|---|---|
| Non-current | ||
| Bilateral loans - variable | ||
| or fixed rate | 587 324 | 642 707 |
| Bond loan | 175 087 | 159 217 |
| Subtotal | 762 411 | 801 924 |
| Current | ||
| Bilateral loans - variable | ||
| or fixed rate | 17 683 | 52 743 |
| Bond loan | 29 997 | |
| Treasury certificates | 82 000 | 74 250 |
| Subtotal | 129 680 | 126 993 |
| Total | 892 091 | 928 917 |
| (in € 000) | 31.03.2021 31.03.2020 |
|---|---|
| Between one and two year(s) | 103 530 | 91 638 |
|---|---|---|
| Between two and five years | 404 028 | 336 504 |
| More than five years | 254 853 | 373 781 |
| Breakdown by the variable or fixed-rate nature of the loans | ||||
|---|---|---|---|---|
| (in € 000)4 31.03.2021 31.03.2020 |
||||
| Variable rate loans | 466 614 | 572 829 |
|---|---|---|
| Fixed rate loans | 425 477 | 356 088 |
| (in € 000) | 31.03.2021 31.03.2020 | |
|---|---|---|
| Expiring within one year | 0 | 4 000 |
| Expiring after one year | 277 562 | 173 862 |
€ 82.00 million of the unused credit lines is used as backup line for the withdrawn amounts of the commercial paper program.
| Estimate of the future interest burden |
Total future interest burden |
|||
|---|---|---|---|---|
| 31.03.2021 31.03.2020 |
| Total | 86 001 | 100 358 |
|---|---|---|
| More than five years | 4 827 | 15 860 |
| Between one and five year(s) | 62 683 | 64 776 |
| Within one year | 18 491 | 19 722 |
Over the course of the financial year, financial liabilities decreased by a net amount of € 36.69 million. New loans were taken out or existing loans were extended for an amount of € 153.25 million while other loans expired and were repaid for an amount of € 189.94 million. In addition, there are costs linked to the issue of bonds that are incorporated into the result spread over time.
On 31 March 2021, total consolidated financial debt amounted to € 895.80 million.
This amount is composed as follows:
Non-current liabilities:
| – € 587.32 million in traditional bilateral long-term |
|---|
| bank loans, spread over several banks |
| $in E$ COON | 310320 |
|---|---|
| (in € 000) | 31.03.2021 31.03.2020 | |
|---|---|---|
| Bilateral loans | 587.32 | 642.71 |
| Financial leases | 2.71 | 2.87 |
| Bond loans | 175.09 | 159.22 |
This is a decrease by € 39.68 compared to last year.
Where the bilateral loans are concerned, a revolving credit of approximately € 54 million was temporarily used at the end of last financial year to finance the acquisition of retail park "De Bossche Boulevard" on 7 April 2020. A large part of this loan was repaid in the course of the past financial year.
Furthermore, new bond loans for a total of € 46 million were issued, partly to replace an existing bond loan of € 30 million that had to be repaid by the end of April 2021 and was therefore converted into a short-term bond loan.
Current liabilities:
| (in € 000) | 31.03.2021 31.03.2020 | |
|---|---|---|
| Bilateral loans | 17.68 | 52.74 |
| Commercial Paper | 82.00 | 74.25 |
| Bond loans | 30.00 | 0 |
This is an increase by € 2.69 million compared to last year. This increase can mainly be explained by an increase of the commercial paper programme by € 7.75 million and the conversion of a longterm bond loan to a short-term bond loan of € 30 million. An investment loan for an amount of € 31 million was extended.
93.02% 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 2021 and interest covers according to the contracts currently in progress. For the unhedged part of the liabilities for a total of € 62.27 million, the Euribor expectations on the date of this report and a banking margin were taken into account.
ANNUAL REPORT 2020 - 2021
Financial instruments on 31 March 2021
| 31.03.2021 | 31.03.2020 | |||||
|---|---|---|---|---|---|---|
| Summary of financial instruments | ||||||
| as at closing date (in € 000) | Categories | Level Book value | Fair value Book value | Fair value | ||
| I. Non-current assets | ||||||
| Finance lease receivables | C | 2 | 1 030 | 1 030 | 1 030 | 1 030 |
| Loans and receivables | A | 2 | 2 418 | 2 418 | 1 658 | 1 658 |
| II. Current assets | ||||||
| Trade receivables and other receivables | A | 2 | 20 165 | 20 165 | 11 376 | 11 376 |
| Cash and cash equivalents | B | 2 | 3 681 | 3 681 | 98 082 | 98 082 |
| Total financial instruments on the assets side of the balance sheet |
27 294 | 27 294 | 112 147 | 112 147 | ||
| I. Non-current liabilities | ||||||
| Interest-bearing liabilities | A | 2 | ||||
| Credit institutions | A | 2 | 587 324 | 606 240 | 642 707 | 643 933 |
| Bond loan | A | 2 | 175 087 | 191 724 | 159 217 | 162 319 |
| Other non-current liabilities | A | 2 | ||||
| Other financial liabilities | C | 2 | 28 957 | 28 957 | 28 957 | 28 957 |
| II. Current liabilities | ||||||
| Interest-bearing liabilities | A | 2 | 129 680 | 129 680 | 126 993 | 126 993 |
| Current trade debts and other debts | A/C | 2/3 | 25 057 | 25 057 | 16 200 | 16 200 |
| Total financial instruments on the liabilities side of the balance sheet |
946 105 | 981 658 | 974 074 | 978 402 |
| Interest-bearing liabilities | A | 2 |
|---|---|---|
| Other non-current liabilities | A | 2 |
The categories correspond to the following financial instruments: A. Financial assets or liabilities (including receivables and loans) held to maturity at amortised cost. B. Investments held to maturity at amortised cost. C. Assets or liabilities held at fair value through profit and loss except for financial instruments designated as hedging instruments. The aggregate financial instruments of the Group correspond to level 2 in the fair values hierarchy. Fair value valuation is carried out regularly. Level 2 in the fair value hierarchy includes other financial assets and liabilities of which the fair value can be determined by reference to other inputs which are directly or indirectly observable for the relevant assets or liabilities. The valuation techniques regarding the fair value of level 2 financial instruments are the following:
– The item "other financial liabilities" refers to interest rate swaps of which the fair value can be
The company has issued six bond loans:
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 relatively cautious and conservative strategy (see above). This strategy ensures that a rise in the interest rate has no substantial impact on the total result. Interest rate increases or decreases nevertheless have an impact 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 the interest rate were to rise by 1%, this would have a positive impact of € 28.12 million on shareholders' equity and changes in the fair value of financial assets and liabilities. € 26.75 million of this amount would be recorded via the income statement and € 1.37 million of this amount would be recorded directly under shareholders' equity. If interest rate were to decrease by 1%, this would have a negative impact of € 26.85 million on shareholders' equity and changes in the fair value of financial assets and liabilities. € 25.60 million of this amount would be recorded via the income statement account and € 1,25 million would be recorded directly under shareholders' equity.
In principle, Retail Estates nv concludes an agreement with its banks for a debt ratio covenant of 60%.
The weighted average term of the outstanding financial debts of Retail Estates was 3.95 years on 31 March 2021 compared to 4.42 years for the previous year. On 30 March 2021 the total of unused and confirmed long-term credit lines amounted to € 195.56 million. This is exclusive of the backup lines for the Commercial Paper programme amounting to € 82.00 million.
| Other non-current liabilitie | Variable | Notional amount | Type of | Hedge | |||
|---|---|---|---|---|---|---|---|
| Starting date | Ending date | Interest rate | interest rate | (in € 000) | derivative | accounting | |
| 1 | 03/2009 | 12/2023 | 3.89% | Euribor 3 M + | 2 345 | IRS | NO |
| 2 | 06/2017 | 06/2024 | 1.29% | Euribor 3 M + | 35 000 | IRS | NO |
| 3 | 07/2016 | 04/2026 | 1.26% | Euribor 3 M + | 26 000 | IRS | YES |
| 4 | 06/2016 | 06/2021 | 1.03% | Euribor 3 M + | 25 000 | IRS | YES |
| 5 | 06/2019 | 06/2024 | 1.49% | Euribor 3 M + | 30 000 | IRS | NO |
| 6 | 03/2018 | 03/2026 | 1.10% | Euribor 3 M + | 20 000 | IRS | NO |
| 7 | 12/2018 | 12/2026 | 1.06% | Euribor 3 M + | 25 000 | IRS | NO |
| 8 | 01/2018 | 01/2026 | 0.74% | Euribor 3 M + | 25 000 | IRS | NO |
| 9 | 03/2018 | 03/2026 | 0.88% | Euribor 3 M + | 25 000 | IRS | NO |
| 10 | 03/2018 | 03/2025 | 0.78% | Euribor 3 M + | 25 000 | IRS | NO |
| 11 | 06/2016 | 06/2021 | 0.00% | Euribor 3 M + | 25 000 | FLOOR | YES |
| 12 | 07/2016 | 04/2026 | -2.25% | Euribor 3 M + | 26 000 | FLOOR | YES |
| 13 | 03/2018 | 03/2026 | 0.00% | Euribor 3 M + | 20 000 | FLOOR | NO |
| 14 | 12/2018 | 12/2026 | 0.00% | Euribor 3 M + | 25 000 | FLOOR | NO |
| 15 | 07/2018 | 01/2023 | 0.80% | Euribor 3 M + | 20 000 | IRS | NO |
| 16 | 07/2018 | 10/2025 | 1.52% | Euribor 3 M + | 15 000 | IRS | NO |
| 17 | 09/2018 | 09/2022 | 0.91% | Euribor 3 M + | 21 000 | IRS | NO |
| 18 | 10/2018 | 10/2024 | 1.19% | Euribor 3 M + | 10 000 | IRS | NO |
| 19 | 03/2022 | 03/2024 | 0.52% | Euribor 3 M + | 50 000 | IRS | NO |
| 20 | 10/2023 | 06/2026 | 0.68% | Euribor 3 M + | 50 000 | IRS | NO |
| 21 | 12/2024 | 12/2028 | 0.70% | Euribor 3 M + | 25 000 | IRS | NO |
| 22 | 12/2024 | 12/2028 | 0.72% | Euribor 3 M + | 25 000 | IRS | NO |
| 23 | 03/2024 | 03/2029 | 0.34% | Euribor 3 M + | 25 000 | IRS | NO |
| 24 | 03/2024 | 03/2029 | 0.37% | Euribor 3 M + | 25 000 | IRS | NO |
| 25 | 06/2024 | 03/2029 | 0.06% | Euribor 3 M + | 25 000 | IRS | NO |
| 26 | 06/2024 | 03/2029 | 0.03% | Euribor 3 M + | 25 000 | IRS | NO |
| 27 | 06/2024 | 06/2029 | 0.00% | Euribor 3 M + | 50 000 | IRS | NO |
| 28 | 12/2026 | 12/2029 | -0.06% | Euribor 3 M + | 25 000 | IRS | NO |
| 29 | 06/2021 | 06/2027 | 0.85% | Euribor 3 M + | 60 000 | IRS | NO |
| 30 | 06/2022 | 06/2026 | 0.63% | Euribor 3 M + | 25 000 | IRS | NO |
| 31 | 06/2022 | 06/2026 | 0.83% | Euribor 3 M + | 10 000 | IRS | NO |
| 32 | 06/2022 | 06/2026 | 0.62% | Euribor 3 M + | 14 000 | IRS | NO |
| 33 | 06/2021 | 03/2022 | 0.00% | Euribor 3 M + | 25 000 | CAP | NO |
| 34 | 09/2021 | 12/2022 | 0.25% | Euribor 3 M + | 50 000 | CAP | NO |
| 35 | 12/2020 | 12/2023 | 0.25% | Euribor 3 M + | 50 000 | CAP | NO |
| 36 | 12/2022 | 03/2025 | 0.25% | Euribor 3 M + | 25 000 | CAP | NO |
| 37 | 06/2020 | 06/2022 | 0.00% | Euribor 3 M + | 50 000 | CAP | NO |
determined by means of interest rates applicable on active markets; these rates are generally provided by financial institutions.
The fair value of debts with a fixed interest rate is estimated by discounting their future cash flows at a rate that reflects the Group's credit risk.
Since trade receivables and trade debts are shortterm instruments, the fair value approximates the nominal value of these financial assets and liabilities.
On 31 March 2021, Retail Estates nv has € 466.61 million of financial debts at a variable interest rate and € 425.48 million of financial debts at a fixed interest rate 1 . 93.02% 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, resulting in a difference between their book value and their fair value. The table below compares the total amount of fixedrate debts at book value and at fair value at the end of the 2020-2021 financial year. 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 table below. The book value is equal to the amortised cost.
| Financial | 31.03.2021 | 31.03.2020 | ||
|---|---|---|---|---|
| debts at fixed | Book | Book | ||
| interest rate | value Fair value | value Fair value | ||
| Financial debts at | ||||
| fixed interest rate 425 477 461 030 356 088 360 416 |
| Fair value of financial assets and liabilities (in € 000) |
31.03.2021 31.03.2020 | |
|---|---|---|
| Fair value of financial derivatives - Liabilities |
-25 216 | -28 957 |
| Fair value of financial derivatives - Assets |
||
| Total fair value of financial assets and liabilities |
-25 216 | -28 957 |
The Group makes use of financial derivatives (interest rate swaps, floors and caps) to hedge interest rate risks arising from operational, financial and investment activities. Financial derivatives are initially recognised at cost and revalued to their fair value on the next reporting date. The derivatives currently used by Retail Estates nv qualify as cash flow hedges only to a limited extent. Changes in the fair value of the derivatives that do not qualify as cash flow hedges are recorded directly in the income statement. An amount of € 4.16 million was recorded in the income statement with respect to the financial instruments. An amount of € 0.42 million relates to the linear depreciation of the value on 31 December 2015 of the financial instruments that do not longer qualify as cash flow hedges, and € 3.74 million relate to the variations in fair value for the period of 1 April 2020 to 31 March 2021. Swaps qualifying as cash flow hedges are recognised directly as shareholders' equity and are not recorded in the income statement. The interest rate swaps are level 2 instruments.
1 The table presents the gross amounts (excl. activated costs).
Additional comments on the
debt ratio development Calculation debt ratio (in € 000) 31.03.2021 31.03.2020
Article 24 of the BE-REIT Belgian Royal Decree requires public BE-REITs to draw up a budget forecast with an implementation schedule when its consolidated debt ratio and that of its perimeter companies exceeds 50% of the consolidated assets. The budget forecast describes the measures that will be taken to prevent the consolidated debt ratio from exceeding 65% of consolidated assets.
Breakdown by maturity of liquidity obligation associated with the derivative products (in € 000) 31.03.2021 50
| Total 10 |
25 216 |
|---|---|
| 20 | |
| More than five years | 12 075 |
| 30 Between two and five years |
12 149 |
| 40 Between zero and two year(s) |
992 |
| Liabilities | 954 785 | 986 149 |
|---|---|---|
| 2015 | 80000 | |
| To be excluded: | 34 931 2010 |
38 163 70000 |
| I. Non-current liabilities | 25 216 | 28 957 |
| Provisions | 2005 | 60000 |
| Authorised hedging | 2000 | 50000 |
| instruments | 25 216 1995 |
28 957 40000 |
| Deferred taxes | 0 1990 |
0 30000 |
| II. Current liabilities | 1985 9 715 |
20000 9 206 |
| Provisions | 1980 | 10000 |
| Authorised hedging instruments |
1975 | |
| Accrued charges and deferred income |
9 715 | 9 206 |
| Total debt | 919 854 | 947 986 |
| Net reduction debt | ||
| Total assets | 1 763 008 1 785 136 | |
| Authorised hedging | ||
| instruments - assets | ||
| Total Assets taken into account for the calculation |
||
| of the debt ratio | 1 763 008 1 785 136 | |
| DEBT RATIO | 52,18% | 53,10% |
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 principles, and that the figures contained in this forecast correspond to the accounting records of the public BE-REIT.
The general guidelines of the budget forecast are included in the annual and half-yearly financial reports. The annual and half-yearly financial reports describe the implementation of the budget forecast during the relevant period as well as its future implementation by the public BE-REIT and provide justification for this approach. 2000 2005
Historical evolution of the debt ratio
Historically, the debt ratio of Retail Estates has fluctuated between 50-55%. In the course of its history, Retail Estates nv has never had a debt ratio exceeding 60%.
The board of directors considers a debt ratio between 50% and 55% ideal for the shareholders of the public BE-REIT in terms of return and EPRA result per share. The impact of every investment on the debt ratio is reviewed and an investment is possibly not carried out if it would have a negative impact on the debt ratio.
Based on the current debt ratio of 52.18%, Retail Estates nv has an investment potential of € 348.16 million without exceeding a debt ratio of 60% (the company has concluded a covenant with a number of banks, stipulating that the debt ratio cannot exceed 60%).
Every quarter, the board of directors is presented with a prognosis of how the debt ratio will evolve during the next 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 per 30 June 2021 takes into account the following assumptions:
– disposals in the first quarter of 2021-2022 Disposals are scheduled for a total of € 0.50 million.
– results of the first quarter of 2021-2022. The results of the first quarter as indicated in the 2021-2022 budget and as approved by the board of directors.
Planned investments account for € 1.70 million in the first quarter of 2021-2022.
Based on the above-mentioned assumptions, the debt ratio would amount to 50.87% as per 30 June 2021.
A projection is also made of the debt ratio as per 31 March 2022. This projection takes into account the following assumptions:
Disposals are scheduled for a total of € 0.50 million.
The results of the financial year as indicated in the 2021-2022 budget and as approved by the board of directors.
Planned investments for the entire financial year account for € 8.69 million.
Taking into account the additional planned investments and the earnings expectations for the full year, the debt ratio would amount to 51.21% as per 31 March 2022.
The debt ratio projection only takes into account acquisitions and disposals for which a private agreement has been signed (without conditions precedent) as well as investments that have been planned and contracted out. Expiring credits are assumed 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 by more than € 347.85 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 1.65% in order to exceed the debt ratio) or a reduction in rents (if the yields remain unchanged, the rents would have to drop by € 22.58 million). Historically, the fair value of the real estate portfolio has always risen or has at least been stable since the company's incorporation. If substantial value drops do take place that raise the debt ratio above 65%, Retail Estates nv can decide to dispose of some of its properties. Retail
Acquisitions and completed own developments in financial year 2019-2020 resulted in an increase of the real estate portfolio by € 118.57 million. As a result of these investments, total rental income increased by € 5.68 million in financial year 2019- 2020. If the acquisitions had taken place on 1 April 2019, the rental income would have increased by € 7.85 million. The operating result increased by € 4.83 million as a result of these investments. Please refer to the management report in the 2019-2020 annual report for more information on the structuring and financing of these acquisitions.
Disposals were made during the 2020-2021 financial year for a net sale price of € 43.79 million, which resulted in a decrease in investment properties by € 24.21 million and a decrease in assets held for sale by € 18.75. Rental income declined by € 0.41 million as a result of these disposals. If the disposals had taken place on 1 April 2020, the rental income would have decreased by € 2.10 million.
Disposals were made during the 2019-2020 financial year for a net sale price of € 8.28 million, which resulted in a decrease in investment properties by € -4.29 million and a decrease in assets held for sale by € -3.38. Rental income declined by € 0.11 million as a result of these disposals. If the disposals had taken place on 1 April 2019, the rental income would have decreased by € 0.28 million.
Events after the balance sheet date
On 22 April 2021 Retail Estates incorporated the subsidiary "Regreen" for its investments in photovoltaic systems and possibly other sustainable investments like charging stations and water infiltration basins.
Estates NV has a solid track record of selling properties at their estimated investment value. For more information please refer to chapter 3 of this report, "Management Report". On average, these properties were sold at their estimated investment value.
Retail Estates can also strengthen its balance by issuing an optional dividend or by making use of the possibility for BE-REITs to make a capital increase via accelerated bookbuilding (ABB), as provided in the BE-REIT Act. At the extraordinary general meeting of 23 December 2019, the authorised capital authorisation was extended and the articles of association were adjusted to make the application of the accelerated bookbuilding procedure possible for Retail Estates nv.
Retail Estates nv is of the opinion that, based on
no additional measures need to be taken to prevent the debt ratio from exceeding 65%. The public BE-REIT intends to maintain the debt ratio between 50% and 55%. Based on the above-mentioned assumptions, the debt ratio will amount to 50.87% as per 30 June 2021. This level is evaluated regularly and will be reviewed by the board of directors if deemed necessary in the light of changing market conditions or environmental factors.
The company's related parties are its subsidiaries and its directors and executive officers. Transactions with subsidiaries are eliminated in the consolidation.
The Company has not concluded any transactions with related parties (as defined under IFRS) during the financial years 2019/2020 and 2020/2021, nor in the period between 1 April 2021 and the date of this report.
The remuneration for directors and executive officers is recorded under "corporate operating costs" (see note 10).
| (in € 000) | 31.03.2021 31.03.2020 | |
|---|---|---|
| Directors | 1 555 | 1 483 |
| Total | 1 555 | 1 483 |
| Auditor's fee (VAT excl.) | 31.03.2021 31.03.2020 | |
|---|---|---|
| Remuneration of the auditor | ||
| for the audit assignment | 104 | 109 |
| Remuneration for exceptional | ||
| duties or special assignments | ||
| - Other audit assignments | 27 | 18 |
| - Tax consultancy assignments | ||
| - Other assignments outsite the audit assignment |
0 | 15 |
In compliance with paragraph article 3:64 of the Belgian Code of Companies and Associations, the 70% rule needs to be assessed at the level of Retail Estates nv. It was not exceeded. No assignments were carried out in addition to the audit assignments.
Acquisitions and completed own developments in financial year 2020-2021 resulted in an increase of the real estate portfolio by € 99.60 million. As a result of these investments, total rental income increased by € 5.40 million in financial year 2020- 2021. If the acquisitions had taken place on 1 April 2020, the rental income would have increased by € 6.16 million. The operating result increased by € 4.61 million as a result of these investments. Please refer to the management report for more information on the structuring and financing of these acquisitions.
Determination of the amount in accordance with Article 7:212 of the Belgian Code of Companies and Associations
The amount of the paid-up capital as referred to in article 7:212 of the Belgian Code of Companies and Assoiations or, if higher, the amount of the called-up capital increased by all the reserves
which 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 Belgian Royal Decree.
This calculation is carried out on the basis of the statutory annual accounts of Retail Estates nv.
| (in € 000) | 31.03.2021 31.03.2020 | |
|---|---|---|
| Non-distributable elements of the shareholders' equity before distribution of results | 646 960 | 654 401 |
| Paid-up capital | 276 560 | 275 801 |
| Non-available issue premiums pursuant to the articles of association | 316 792 | 315 410 |
| Reserve for the positive balance of the variations of the fair value of real estate | 110 562 | 115 186 |
| Reserve for the impact on the fair value of estimated transfer rights and costs resulting from the hypothetical disposal of investment properties |
-28 608 | -28 633 |
| Reserve for the balance of the changes in fair value of authorised hedging instruments qualifying for hedge accounting |
-2 226 | -2 739 |
| Reserve for the balance of the changes in fair value of authorised hedging instruments not qualifying for hedge accounting |
-26 125 | -20 629 |
| Other reserves | 5 | 5 |
| 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. |
-2 123 | -10 940 |
| Result on portfolio | -559 | -3 647 |
| Share in the non recurring result of holding incorporated using the equity method | -4 238 | -1 077 |
| Changes in fair value of financial assets and liabilities | 2 674 | -6 216 |
| Total shareholders' equity, statutory, non-distributable | 644 837 | 643 461 |
| Shareholders' equity, statutory | 804 581 | 796 259 |
| Planned dividend distribution | 56 996 | 55 574 |
| Shareholders' equity, statutory, after distribution of dividends | 747 585 | 740 685 |
| Remaining reserve after distribution | 102 748 | 97 225 |
Retail Estates applies the look-through approach with respect to its distribution obligation. The lookthrough approach can be described as a consolidation approach in the statutory annual accounts at the level of the distribution obligation, the appropriation of results and the distribution restrictions. The share in the results of the shareholdings is incorporated into the unavailable and available reserves as if it concerned the results of the parent BE-REIT.
On 31 March 2021 the share in the result of the shareholdings that was processed in accordance with the change in equity method amounted to € 11.59. Of this amount, € -4.24 million will be added to the reserves for the balance of the change in fair value of the real estate and € 15.83 million will be added to the result carried forward.
As per 31 March 2021, the following subsidiaries are part of the consolidation perimeter of Retail Estates nv:
| External financial | Investment | Rental income6 | Participation |
|---|---|---|---|
| Subsidiary debts5 (in € 000) |
properties5 (in € 000) | (in € 000) | percentage |
| Retail Warehousing Invest | 116 501 | 3 502 | 100% |
| Inducom | 3 228 | 100% | |
| Finsbury Properties | 3 427 | 673 | 100% |
| Retail Estates Nederland | 53 033 | 3 937 | 100% |
| Coöperatieve Leiderdorp | 100% | ||
| Cruquius Invest | 72 226 | 4 712 | 100% |
| Spijkenisse Invest 10 250 |
42 576 | 2 782 | 100% |
| Heerlen I Invest | 58 122 | 3 717 | 100% |
| Heerlen II Invest | 52 934 | 3 372 | 100% |
| Retail Estates Middelburg Invest | 29 745 | 2 180 | 100% |
| Breda I Invest | 36 816 | 2 489 | 100% |
| Breda II Invest | 22 354 | 1 520 | 100% |
| Naaldwijk Invest | 18 593 | 1 497 | 100% |
| Zaandam Invest | 22 468 | 1 418 | 100% |
| Osbroek Invest | 64 298 | 4 231 | 100% |
5 Value at closing date of the consolidated figures (31.03.2021).
6 For the period the companies are part of the Group in the current financial year.
In the course of the past financial year, control of the company Inducom NV was acquired.
The board of directors of Retail Estates nv acknowledged the merger by acquisition of NS Properties nv.
Please refer to the Management Report of this annual report for more information.
None of these acquisitions were considered a business combination under IFRS 3, based on the conclusion that this definition is not applicable given the nature and the size of the acquired company. The company in question owned a limited number of properties. Its employees have not been retained and their activities have been discontinued.
The companies Retail Estates Nederland, Coöperatieve Leiderdorp, Cuquius Invest, Spijkenisse Invest, Heerlen I Invest, Heerlen II Invest, Breda I Invest, Breda II Invest, Zaandam Invest, Naaldwijk Invest, Osbroek Invest and Retail Estates Middelburg were incorporated in the Netherlands. The other companies were incorporated in Belgium.
ANNUAL REPORT 2020 - 2021
IFRS 8 defines an operating segment as follows: an operating segment is a component of the entity (IFRS 8.5):
be allocated to the segment and assess its performance; and
– for which discrete financial information is available.
Since the 2018-2019 financial year, Retail Estates has distinguished between two geographical segments: Belgium and the Netherlands.
The management committee acts as CODM within Retail Estates.
| 31.03.2021 | 31.03.2020 | |||||||
|---|---|---|---|---|---|---|---|---|
| Un | Un | |||||||
| Segmented information – | The | allocated | The | allocated | ||||
| results by segment (in € 000) | Belgium | Netherlands | amounts | TOTAL | Belgium | Netherlands | amounts | TOTAL |
| Rental income | 70 749 | 31 855 | 102 604 | 79 713 | 28 197 | 107 910 | ||
| Rental related expenses | -2 103 | -99 | -2 202 | -270 | -27 | -296 | ||
| Net rental income | 68 646 | 31 756 | 100 402 | 79 443 | 28 170 | 107 614 | ||
| Recovery of property expenses | ||||||||
| Recovery of rental charges and taxes normally payable by |
||||||||
| tenants on let properties | 7 780 | 2 819 | 10 599 | 8 795 | 3 329 | 12 124 | ||
| Rental charges and taxes normally | ||||||||
| payable by tenants on let properties | -8 177 | -3 990 | -12 167 | -9 244 | -4 261 | -13 505 | ||
| Other rental related income | ||||||||
| and expenses | -96 | 0 | -95 | -32 | 3 | -29 | ||
| Property result | 68 154 | 30 584 | 98 738 | 78 962 | 27 241 | 106 204 | ||
| Technical costs | -1 765 | -515 | -2 280 | -3 052 | -1 434 | -4 486 | ||
| Commercial costs | -411 | -97 | -509 | -771 | -103 | -874 | ||
| Charges and taxes on unlet properties | -716 | -151 | -867 | -633 | -116 | -748 | ||
| Property management costs | -2 226 | -991 | -3 217 | -2 171 | -769 | -2 939 | ||
| Other property costs | -1 | -5 | -6 | -3 | 0 | -3 | ||
| Property costs | -5 118 | -1 759 | -6 877 | -6 629 | -2 422 | -9 051 | ||
Operating property result 63 035 28 825 91 861 72 333 24 819 97 152
| 31.03.2021 | 31.03.2020 | |||||||
|---|---|---|---|---|---|---|---|---|
| Un | Un | |||||||
| Segmented information – | The | allocated | The | allocated | ||||
| results by segment (in € 000) | Belgium | Netherlands | amounts | TOTAL | Belgium | Netherlands | amounts | TOTAL |
| Operating corporate costs | -6 123 | -6 123 | -5 593 | -5 593 | ||||
| Other current operating | ||||||||
| income and expenses | ||||||||
| Operating result before | ||||||||
| result on portfolio | 85 737 | 91 560 | ||||||
| Result on disposals of | ||||||||
| investment properties | -7 | 832 | 825 | 595 | 2 | 597 | ||
| Result on sales of other non-financial assets |
||||||||
| Changes in fair value of | ||||||||
| investment properties | 3 789 | -9 752 | -5 963 | 1 152 | -6 335 | -5 183 | ||
| Other result on portfolio | 232 | 760 | 992 | -451 | 153 | -298 | ||
| Operating result | 81 592 | 86 675 | ||||||
| Financial income | 232 | 232 | 54 | 54 | ||||
| Net interest charges | -20 592 | -20 592 | -19 275 | -19 275 | ||||
| Changes in fair value of financial | ||||||||
| assets and liabilities | 2 674 | 2 674 | -6 216 | -6 216 | ||||
| Other financial charges | -70 | -70 | -96 | -96 | ||||
| Financial result | -17 757 | -17 757 | -25 533 | -25 533 | ||||
| Result before taxes | 63 836 | 61 142 | ||||||
| Taxes | -6 | -2 393 | -2 399 | -583 | -2 461 | -3 044 | ||
| Net result | 61 437 | 58 098 | ||||||
| Segmented balnce sheet | 31.03.2021 | 31.03.2020 | ||||||
| Segmented information – assets | The | The | ||||||
| by segment (in € 000) | Belgium | Netherlands | TOTAL | Belgium | Netherlands | TOTAL |
| 31.03.2021 | 31.03.2020 | ||||||
|---|---|---|---|---|---|---|---|
| Segmented information – assets | The | The | |||||
| by segment (in € 000) | Belgium | Netherlands | TOTAL | Belgium | Netherlands | TOTAL | |
| Investment properties7 | 1 244 081 | 473 164 | 1 717 245 | 1 251 233 | 410 519 | 1 661 752 | |
| Non-current assets or groups | |||||||
| of assets held for sale | 7 931 | 0 | 7 931 | 1 791 | 1 791 |
| Non-current assets or groups | |
|---|---|
7 Including investment properties under construction (IAS 40).
We present to you our statutory auditor's report in the context of our statutory audit of the consolidated accounts of Retail Estates NV (the "Company") and its subsidiaries (jointly "the Group"). This report includes our report on the consolidated accounts, as well as the other legal and regulatory requirements. This forms part of an integrated whole and is indivisible.
We have been appointed as statutory auditor by the general meeting d.d. 23 July 2018, following the proposal formulated by the board of directors. Our mandate will expire on the date of the general meeting which will deliberate on the annual accounts for the year ended 31 March 2021. We have performed the statutory audit of the Company's consolidated accounts for 6 consecutive years.
UNQUALIFIED OPINION
We have performed the statutory audit of the Group's consolidated accounts, which comprise the consolidated balance sheet as at 31 March 2021, and the consolidated profit and loss account for the year then ended, the consolidated income statement and consolidated statement of other comprehensive income, the consolidated statement of changes in shareholders's equity, the consolidated cash flow statement for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies and other explanatory information, and which is characterised by a consolidated balance sheet total of EUR '000' 1.763.008 and a consolidated net result for the year of EUR '000' 61.436.
In our opinion, the consolidated accounts give a true and fair view of the Group's net equity and consolidated financial position as at 31 March 2021, and of its consolidated financial performance and its consolidated cash flows for the year then ended, in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium.
We conducted our audit in accordance with International Standards on Auditing (ISAs) as applicable in Belgium. Furthermore, we have applied the International Standards on Auditing as approved by the IAASB which are applicable to the year-end and which are not yet approved at the national level. Our responsibilities under those standards are further described in the "Statutory auditor's responsibilities for the audit of the consolidated accounts" section of our report. We have fulfilled our ethical responsibilities in accordance with the ethical requirements that are relevant to our audit of the consolidated accounts in Belgium, including the requirements related to independence.
We have obtained from the board of directors and Company 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 opinion.
A key audit matter is a matter that, in our professional judgment, was of most significance in our audit of the consolidated accounts of the current period. This matter was addressed in the context of our audit of the consolidated accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on this matter.
Key sources of estimation uncertainty in accordance with IAS 1.125:
The implementation of the group's accounting policies includes important evaluations in the field of classification of lease contracts and acquisition of shares in regulated real estate companies. Accounting estimates are used when the group determines the fair value of its investment properties and financial instruments. The most important principles for the performance of assessments are based on the group's experience and the contribution of the real estate experts. The key sources of estimation uncertainty are discussed in notes 21 (investment properties), 35 (financial instruments) and 41 (list of consolidated companies).
as to the Group's future viability nor as to the efficiency or effectiveness of the directors' current or future business management at Group level.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Conclude on the appropriateness of the board of directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our statutory auditor's report to the related disclosures in the consolidated accounts or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our statutory auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern;
Evaluate the overall presentation, structure and content of the consolidated accounts, including the disclosures, and whether the consolidated accounts represent the underlying transactions and events in a manner that achieves fair presentation;
We communicate with the board of directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the audit committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the audit committee, we determine those matters that were of most significance in the audit of the consolidated accounts of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.
The board of directors is responsible for the preparation and the content of the directors' report on the consolidated accounts and all other information included in the annual report on the consolidated accounts.
The company recorded investment property on the assets side of the balance sheet at 31 March 2021 for a total sum of EUR '000' 1.717.245. IFRS-standards require investment property to be stated at fair value. The measurement of that fair value strongly depends on a number of selected parameters, the most important ones being the rental value of the property, the occupation rate, the discount rate and the estimated costs of maintenance and repair.
As required by legislation applicable to regulated real estate companies, the investment properties are valued by an external appraiser.
The valuation of the investment property is a key audit matter in our audit of the Consolidated Financial Statements due to their material significance relative to the financial statements on the one hand and the level of judgment inherent in the valuation process on the other.
For additional information on the valuation of the investment property, please refer to Notes 21 and 22 of these Consolidated Financial Statements.
In assessing the reliability of the third-party valuation and the reasonableness of the parameters used, we performed the following procedures:
We assessed the objectivity, independence and competence of the external appraisers;
In addition, as regards the fair value changes compared to 31 March 2021, we analysed the reasonableness of the underlying parameters;
We also compared the recoverable amount of the investment properties that were sold in the course of the financial year with their respective fair values as reported in the latest financial statements before the time of disposal;
Finally we checked whether the disclosures in the notes to the Consolidated Financial Statements are in compliance with IFRS.
The board of directors is responsible for the preparation of consolidated accounts that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium, and for such internal control as the board of directors determine is necessary to enable the preparation of consolidated accounts that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated accounts, the board of directors is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the board of directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the consolidated accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated accounts.
In performing our audit, we comply with the legal, regulatory and normative framework applicable to the audit of the consolidated accounts in Belgium. A statutory audit does not provide any assurance ANNUAL REPORT 2020 - 2021
For the report of the Auditor to the General Meeting of Shareholders on the consolidated financial statements for the financial year closed on 31 March 2020, we refer to page 204 et seq. of the 2019-2020 annual report.
For the report of the Auditor to the General Meeting of Shareholders on the consolidated financial statements for the financial year closed on 31 March 2019, we refer to page 182 et seq. of the 2018-2019 annual report.
In the context of our engagement 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, the directors' report on the consolidated accounts, and the other information included in the annual report on the consolidated accounts, and to report on these matters.
In our opinion, after having performed specific procedures in relation to the directors' report on the consolidated accounts, this directors' report is consistent with the consolidated accounts for the year under audit and is prepared in accordance with article 3:32 of the Companies' and Associations' Code.
In the context of our audit of the consolidated accounts, we are also responsible for considering, in particular based on the knowledge acquired resulting from the audit, whether the directors' report on the consolidated accounts and the other information included in the annual report on the consolidated accounts, containing
Remarkable real estate facts
is materially misstated or contains information which is inadequately disclosed or otherwise misleading. In light of the procedures we have performed, there are no material misstatements we have to report to you.
This report is consistent with the additional report to the audit committee referred to in article 11 of the Regulation (EU) N° 537/2014.
Sint-Stevens-Woluwe, 21 May 2021
The statutory auditor PwC Reviseurs d'Entreprises SRL / PwC Bedrijfsrevisoren BV Represented by
Damien Walgrave Reviseur d'Entreprises / Bedrijfsrevisor
Chapters 8 to 11 contain an abridged version of the statutory annual accounts. The integral version of the statutory annual accounts as well as the related reports can be consulted on the website of Retail Estates (www.retailestates.com) or can be obtained free of charge upon request. The auditor has delivered an unqualified statement for the statutory annual accounts.
| INCOME STATEMENT (in € 000) | 31.03.2021 | 31.03.2020 |
|---|---|---|
| Rental income | 66 513 | 69 264 |
| Rental related expenses | -2 094 | -333 |
| Net rental income | 64 419 | 68 931 |
| Recovery of property expenses | ||
| Recovery of rental charges and taxes normally | ||
| payable by tenants on let properties | 7 338 | 7 211 |
| Rental charges and taxes normally payable by tenants on let properties | -7 710 | -7 677 |
| Other rental related income and expenses | -93 | -30 |
| Property result | 63 954 | 68 435 |
| Technical costs | -1 588 | -2 950 |
| Commercial costs | -412 | -716 |
| Charges and taxes on unlet properties | -683 | -621 |
| Property management costs | 1 258 | 1 288 |
| Other property costs | -1 | -3 |
| Property costs | -1 426 | -3 002 |
| Operating property result | 62 528 | 65 432 |
| Operating corporate costs | -5 229 | -4 729 |
| Other current operating income and expenses | ||
| Operating result before result on portfolio | 57 299 | 60 703 |
| Result on disposals of investment properties | -7 | 471 |
| Result on sales of other non-financial assets | ||
| Changes in fair value of investment properties | 199 | -3 377 |
| Other result on portfolio | -758 | -270 |
| Statement of other comprehensive income (in € 000) | 31.03.2021 | 31.03.2020 |
|---|---|---|
| Net result | 60 986 | 58 641 |
| 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 |
0 | 0 |
| Changes in the fair value of authorised hedging instruments qualifying for hedge accounting as defined by IFRS |
1 233 | 511 |
| Variations in fair value of available-for-sale financial assets | ||
| Conversion differences arising from the conversion of a foreign activity | ||
| Actuarial gains and losses from defined benefit plans | ||
| Income tax on the "other elements of the global result" | ||
| Other elements of the "global result", after tax | ||
| OTHER COMPREHENSIVE INCOME | 62 219 | 59 152 |
| INCOME STATEMENT (in € 000) | 31.03.2021 | 31.03.2020 |
|---|---|---|
| Operating result | 56 734 | 57 527 |
| Financial income | 10 436 | 8 366 |
| Net interest charges | -20 613 | -18 850 |
| Changes in fair value of financial assets and liabilities | 2 674 | -6 216 |
| Other financial charges | -60 | -68 |
| Financial result | -7 563 | -16 769 |
| Share in the result of holding incorporated using the equity method (1) | 11 590 | 18 387 |
| Result before taxes | 60 761 | 59 145 |
| Taxes | 225 | -505 |
| Net result | 60 986 | 58 640 |
| Note: | ||
| EPRA earnings | 63 116 | 69 110 |
| Result on portfolio | -566 | -3 176 |
| Changes in fair value of financial assets and liabilities | 2 674 | -6 216 |
| Share in the non recurring result of holding | ||
| incorporated using the equity method | -4 238 | -1 077 |
(1) Until 31 March 2019, the holdings of the subsidiaries were valuated as financial instruments as per IFRS 9. Since 1 April 2019, the holdings have been valuated using the equity method as per IAS 28. Due to this change in the valuation rules, the dividend paid out from the holdings is recognised as a reduction in the book value of the holding, and the result of the affiliated companies is recognised under the section "Share in the result of holdings incorporated using the equity method". The subsidiaries dividend of 2.05 million euros that was paid out to the parent company in 2019 is now incorporated in the section "Share in the result of holdings incorporated using the equity method", instead of under section Financial income.
| SHAREHOLDERS' EQUITY AND LIABILITIES (in € 000) | 31.03.2021 | 31.03.2020 |
|---|---|---|
| Shareholders' equity | 804 579 | 796 258 |
| Capital | 276 560 | 275 801 |
| Issue premiums | 316 792 | 315 410 |
| Reserves | 150 241 | 146 407 |
| Net result of the financial year | 60 986 | 58 641 |
| Liabilities | 951 385 | 969 702 |
| Non-current liabilities | 781 916 | 823 690 |
| Provisions | ||
| Non-current financial debts | 756 517 | 794 544 |
| Credit institutions | 577 074 | 632 457 |
| Long term financial lease | 4 357 | 2870 |
| Other | 175 087 | 159 217 |
| Other non-current liabilities | 25 399 | 29 146 |
| Deferred taxes | ||
| Current liabilities | 169 469 | 146 012 |
| Current financial debts | 129 680 | 132 663 |
| Credit institutions | 129 680 | 132 663 |
| Short term financial lease | ||
| Trade debts and other current debts | 33 734 | 7 659 |
| Other current liabilities | 327 | 473 |
| Accrued charges and deferred income | 5 728 | 5 217 |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 1 755 963 | 1 765 959 |
| ASSETS (in € 000) | 31.03.2021 | 31.03.2020 |
|---|---|---|
| Non-current assets | 1 737 017 | 1 724 364 |
| Goodwill | ||
| Intangible non-current assets | 1 551 | 1 138 |
| Investment properties | 1 123 089 | 1 127 032 |
| Other tangible non-current assets | 6 301 | 6 420 |
| Financial non-current assets | 605 044 | 588 742 |
| Finance lease receivables | 1 030 | 1 030 |
| Trade receivables and other non-current assets | 2 | 2 |
| Current assets | 18 945 | 41 595 |
| Non-current assets or groups of assets held for sale | 341 | 1 791 |
| Trade receivables | 1 154 | 913 |
| Tax receivables and other current assets | 13 696 | 27 190 |
| Cash and cash equivalents | 2 149 | 10 756 |
| Deferred charges and | ||
| accrued income | 1 605 | 945 |
| TOTAL ASSETS | 1 755 963 | 1 765 959 |
| Net result of the | TOTAL Shareholders' | |||||
|---|---|---|---|---|---|---|
| STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (in € 000) | Capital ordinary shares | Issue premiums | Reserves* | financial year | Minority interests | Equity |
| Balance according to IFRS on 31 March 2019 | 248 973 | 260 175 | 141 232 | 54 333 | 0 | 704 711 |
| - Net appropriation of profits 2019-2020 | 0 | |||||
| - Transfer of portfolio result to reserves | 10 060 | -10 060 | 0 | |||
| - Transfer changes in fair value of authorised hedging instruments | -13 374 | 13 374 | 0 | |||
| - Transfer of EPRA earnings to reserves | 9 101 | -9 101 | 0 | |||
| - Reclassification between reserves | 0 | |||||
| - Dividends of the financial year 2018-2019 | -48 546 | -48 546 | ||||
| - Capital increase | 0 | |||||
| - Capital increase through contribution in kind | 27 176 | 55 235 | 82 411 | |||
| - Increase in shareholders' equity as a result of mergers | -212 | -212 | ||||
| - Costs of capital increase | -348 | -348 | ||||
| - Other | -911 | -911 | ||||
| - Other comprehensive income 31/03/2020 | 511 | 58 641 | 59 152 | |||
| Balance according to IFRS on 31 March 2020 | 275 801 | 315 410 | 146 405 | 58 641 | 0 | 796 258 |
| - Net appropriation of profits 2020-2021 | 0 | |||||
| - Transfer of portfolio result to reserves | -5 344 | 5 344 | 0 | |||
| - Transfer changes in fair value of authorised hedging instruments | -6 216 | 6 216 | 0 | |||
| - Transfer of EPRA earnings to reserves | 14 627 | -14 627 | 0 | |||
| - Reclassification between reserves | 0 | |||||
| - Dividends of the financial year 2019-2020 | -55 574 | -55 574 | ||||
| - Capital increase | 0 | |||||
| - Capital increase through contribution in kind | 795 | 1 382 | 2 177 | |||
| - Increase in shareholders' equity as a result of mergers | -464 | -464 | ||||
| - Costs of capital increase | -37 | -37 | ||||
| - Other | 0 | 0 | ||||
| - Other comprehensive income 31/03/2021 | 1 233 | 60 986 | 62 219 | |||
| Balance according to IFRS on 31 March 2021 | 276 560 | 316 792 | 150 240 | 60 986 | 0 | 804 579 |
Changes in the effective part of the fair value of authorised hedging instruments are not subjected to qualify for hedge accounting as defined by IFRS
| Impact on the fair | Changes in the effective | part of the fair value | ||||||
|---|---|---|---|---|---|---|---|---|
| value of estimated | part of the fair value | of authorised hedging | ||||||
| Reserve for the positive/ negative balance of |
transfer rights and costs resulting from the |
of authorised hedging instruments qualifying |
instruments are not subjected to qualify |
Results carried | ||||
| changes in the fair value | hypothetical disposal of | for hedge accounting | for hedge accounting | forward from previous | ||||
| * Detail of the reserves (in € 000) | Legal reserve | of real estate properties | Available reserves | investment properties | as defined by IFRS | as defined by IFRS | financial years | TOTAL |
| Balance according to IFRS on 31 March 2019 | 1 | 104 922 | 15 359 | -24 150 | -2 672 | -7 833 | 55 606 | 141 232 |
| - Net appropriation of profits 2019-2020 | ||||||||
| - Transfer of portfolio result to reserves | 11 855 | -1 795 | 10 060 | |||||
| - Transfer changes in fair value of authorised hedging instruments | -13 374 | -13 374 | ||||||
| - Transfer of EPRA earnings to reserves | 9 101 | 9 101 | ||||||
| - Reclassification between reserves | -608 | 608 | 452 | -452 | 0 | |||
| - Capital increase through contribution in kind | 0 | |||||||
| - Increase in shareholders' equity as a result of mergers | 4 | -72 | 87 | -3 140 | 2 909 | -212 | ||
| - Costs of capital increase | 0 | |||||||
| - Other | -911 | -911 | ||||||
| - Other comprehensive income 31/03/2020 | -67 | 578 | 511 | |||||
| Balance according to IFRS on 31 March 2020 | 5 | 115 184 | 16 054 | -28 632 | -2 739 | -20 629 | 67 164 | 146 405 |
| - Net appropriation of profits 2020-2021 | ||||||||
| - Transfer of portfolio result to reserves | -5 314 | -30 | -5 344 | |||||
| - Transfer changes in fair value of authorised hedging instruments | -6 216 | -6 216 | ||||||
| - Transfer of EPRA earnings to reserves | 14 627 | 14 627 | ||||||
| - Reclassification between reserves | 861 | -861 | 85 | -85 | 0 | |||
| - Capital increase through contribution in kind | 0 | |||||||
| - Increase in shareholders' equity as a result of mergers | -171 | -30 | -262 | -463 | ||||
| - Costs of capital increase | 0 | |||||||
| - Other | 0 | |||||||
| - Other comprehensive income 31/03/2021 | 513 | 720 | 1 233 | |||||
| Balance according to IFRS on 31 March 2021 | 5 | 110 559 | 15 193 | -28 607 | -2 226 | -26 125 | 81 443 | 150 240 |
As per 31 March 2021, there is a decrease in shareholders' equity as a result of mergers for an amount of € 0.46 million. Of that amount, € -0.17 million was allocated to reserves for the balance of the variations in the fair value of investment properties, € -0.03 million was allocated to the reserves for the impact on the fair value of estimated transaction costs resulting from the hypothetical disposal of investment properties and € -0.26 million was allocated to the results of the previous financial years carried forward.
On 31 March 2021, the revaluation of the subsidiaries amounted to € 2.66 million. Of this amount, € 6.90 million will be added to the result carried forward (result of the subsidiaries that qualify for the look-through) and € -4.24 million will be added to the reserves for the balance of the change in fair value of the real estate.
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, the composition of which can be found in the "Management Report" chapter, hereby declares that, to the best of its knowledge:
This statement was added to the annual report based on article 12, §2, 3° of the RD of 14 November 2007.
In addition, the board of directors declares that, to the best of their knowledge, the Company is not involved as a defendent in disputes that may have a material impact on the annual accounts.
| Statutory appropriation of result (in € 000) | 31.03.2021 | 31.03.2020 |
|---|---|---|
| A. Net result | 60 986 | 58 641 |
| B. Allocation to / transfer from reserves | ||
| - Allocation to / transfer from the reserves for the balance of changes in fair value of investment properties7 |
||
| Financial year | -137 | 3 690 |
| Previous financial years | ||
| Realisation of properties | ||
| - Allocation to / transfer from the reserves of estimated transfer rights and costs resulting from the hypothetical disposal of investment properties |
695 | -43 |
| - Allocation to / transfer from the reserves for the balance of changes in fair value of authorised hedging instruments not subject to hedge accounting |
||
| Financial year | 1 564 | 7 293 |
| Previous financial years | ||
| - Transfer of the reserve for the balance of the exchange rate differences on monetary assets and liabilities (- / +) |
||
| - Transfer of the tax deferred tax reserve with regard to real estate located abroad (- / +) |
||
| - Transfer of the reserve for the dividends received for the repayment of financial debts (- / +) |
||
| - Allocation to / transfer from other reserves | -85 | -452 |
| Addition to / withdrawal from retained earnings from previous financial years (- / +) |
-262 | 2 909 |
| C. Remuneration of capital, following article 13, § 1, first paragraph | 56 996 | 55 574 |
| D. Remuneration of capital - other than C | ||
| Result to be carried forward | 5 766 | 16 465 |
| O1 | MARKET RISKS | 223 |
|---|---|---|
| O2 | OPERATIONAL RISKS | 228 |
| O3 | FINANCIAL RISKS | 231 |
| O4 | REGULATORY RISKS | 234 |
" 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. "
| INVESTMENT MARKET FOR OUT-OF-TOWN RETAIL PROPERTIES AND RETAIL PARKS | |||
|---|---|---|---|
| Description of the risk | Potential impact | Limiting factors and control | |
| The reduced demand from investors for out-of-town retail properties. |
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 a major part of investments, is less sensitive to this. The debt ratio amounts to 52.18% on 31 March 2021 (the BE-REIT legislation set the maximum debt ratio at 65%). |
|
| Description of the risk | Potential impact | Limiting factors and control | |
| The Group's lease agreements contain indexation clauses on the basis of the health index (Belgium) or the consumer price index (the Netherlands), 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 works, which may be linked to an index other than the health index, which could cause these costs to increase more quickly than the increase in rents. This may have an impact on the operational margin. If real estate costs increased 1% faster than the rental prices, this would have a 0.07% impact on the the data of 31 March 2021). Based on the data of 31 March 2021, the rental income variation can be estimated at € 1.03 million on an annual basis for each percentage point variation of the health index. |
The company seeks to reduce the risk of cost increases by entering into contractual agreements with its suppliers. |
|
| INFLATION RISK Group's operational margin (on the basis of |
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.
| DEFLATION RISK | EXTERNAL FACTORS - INCIDENTS | ||||
|---|---|---|---|---|---|
| Description of the risk | Potential impact | Limiting factors and control | Description of the risk | Potential impact | Limiting factors and control |
| 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. Based on the data of 31 March 2021, the rental income variation can be estimated at € 1.03 million on an annual basis for each percentage point of variation of the health index. |
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 rent 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 |
Impact of external factors and serious incidents (such as terror threat, vandalism, fire, explosion, storm and water damage, pandemics) that may occur in the buildings included in the real estate portfolio. |
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 external factors and serious incidents. Please refer to the management report, in which the incidents are explicitly discussed. The Real Estate Report indicates the insured values for each cluster. |
| decrease in rent to a level that is lower than the current rent but higher than the base price cannot be ruled out. |
Decrease in rental income due to the closure of shops following the quarantine measures imposed by the government. |
Good liquidity position to tide over a temporary disruption of the cash flow. |
|||
| Description of the risk | E-COMMERCE Potential impact |
Limiting factors and control | Possible bankruptcies of tenants. | Usually a bank guarantee of 3 to 6 months is required. |
|
| Impact of the increasing importance of e-commerce on existing sales channels. |
Reduced demand for physical shops due to increased online shopping. |
Leasing to retailers that integrate the "multichannel" concept into their business model and thus integrate e-commerce into existing shops. |
Increased volatility and uncertainty in the international markets. Decline in consumer confidence, |
The company aims to build long-term relationships with financial partners and investors, and has unused credit |
|
| Demand for smaller shops (fewer m²) due to less stock being present in the shops. |
Splitting existing properties into smaller areas. The effect of the impact is also influenced by the retail segment in which the tenant is active. A large part of the activities of the Retail Estates tenants is less susceptible to |
long-term unemployment, increased tax burden on work. |
facilities available to absorb liquidity shortages and finance investments for which firm commitments have already been made. Please refer to note 34 et seq. of this annual report for an overview of the outstanding credits and unused credit facilities. |
||
| e-commerce (home decoration, large scale retail activities, consumer goods,…). Within this scope we refer to the real |
Decrease in rents. | Sectoral diversification of customers and low average contractual rent. |
|||
| estate report, which includes an overview of the commercial activities of the tenants. |
Decrease in the fair value of real estate and consequently also in the Net Asset Value (NAV). |
Value is determined by the commercial value of the property's location. Retail Estates spreads its investments throughout all major shopping areas in Belgium and the Netherlands. These investments are concentrated in the subregions with strong purchasing power. |
| CHANGING ECONOMIC CLIMATE | ||
|---|---|---|
| Description of the risk | Potential impact | Limiting factors and control |
| Impact of falling consumption and a declining economy |
Decrease in demand for shops. | Quality of the tenants with mainly retail chains. Please refer to note 23 of this annual report for the evolutions in terms of dubious debtors. |
| Higher vacancy rates and/or lower rents when re-letting. |
Sectoral diversification of customers and low average contractual rent. |
|
| Decrease in the fair value of real estate and consequently also in the Net Asset Value (NAV). |
Value is determined by the commercial value of the property's location. Retail Estates spreads its investments throughout all major shopping areas in Belgium and the Netherlands. These investments are concentrated in the subregions with strong purchasing power. |
|
| Possible bankruptcies of tenants. | Usually a bank guarantee of 3 to 6 months is required. |
|
| MACROECONOMIC FACTORS | ||
| Description of the risk | Potential impact | Limiting factors and control |
| Increased 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 reduced availability of liquidity on debt capital markets with respect to the refinancing of outstanding bonds. |
The company aims to build long-term relationships with financial partners and investors, and has unused credit facilities available to absorb liquidity shortages and finance investments for which firm commitments have already been made. Please refer to note 34 et seq. of this annual report for an overview of the outstanding credits and unused credit facilities. |
" Retail Estates pays appropriate 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. "
| SOIL CONTAMINATION | |||||
|---|---|---|---|---|---|
| Description of the risk | Potential impact | Limiting factors and control | |||
| At a number of locations where the company has retail properties, 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 applicable legislation 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 result in additional costs if contaminated soil must be manipulated during construction work at such contaminated sites. |
Retail Estates attempts to integrate environmental issues into the 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 or the real estate company. |
|||
| TRAFFIC INFRASTRUCTURE | |||||
| Description of the risk Out-of-town retail properties are 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. |
Potential impact The result of such a refurbishment usually increases the commercial value of retail properties, since the 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 may become more difficult or their visibility may decrease. |
Limiting factors and control Dialogue with the government to develop constructive solutions in the interest of all stakeholders. |
|||
| KEY PERSONNEL | |||||
| Description of the risk | Potential impact | Limiting factors and control | |||
| The loss of key figures within the organisation. |
The loss of core competencies by the company could lead to a number of objectives being reached later than planned. |
Retail Estates pays appropriate 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. |
| VACANCY AND LOSS OF RENTAL INCOME | ||
|---|---|---|
| Description of the risk Risk of increased vacancy and higher re-letting costs related to the evolution in supply and demand in the rental market. |
Potential impact Rental income and cash flow affected by an increase in vacancy and the costs of re-letting. |
Limiting factors and control 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. |
| Decrease in the fair value of the real estate portfolio and consequently a decrease in the NAV and an increase in debt ratio. |
The occupancy rate remains high. | |
| RENTABILITY | ||
| Description of the risk | Potential impact | Limiting factors and control |
| Risk of rentability and quality of the tenants. |
Decrease in the quality and solvency of tenants, resulting in an increase in doubtful debtors, thereby reducing the level of debt collection. |
Permanent follow-up by means of a weekly debt collection and property meeting ensures a proper flow of information and a swift approach. Good market knowledge via in-house operational teams with strong know-how and knowledge of the retail business. |
| STRUCTURAL CONDITION OF THE BUILDINGS | ||
| Description of the risk | Potential impact | Limiting factors and control |
| 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. |
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. |
| ACQUISITIONS | ||
| Description of the risk | Potential impact | Limiting factors and control |
| 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 Es-tates, which would have a significant negative impact on the activities, results, profitability, financial position and outlook of the Group. |
Management takes the necessary precautions to identify possible risks prior to acquiring control (cf. due diligence with regard to technical, financial, fiscal and accounting as well as legal risks) and strives to obtain the necessary contractual guarantees from the seller/supplier. If necessary, this due diligence is supported by external advisers and a prior valuation by an independent real estate expert. |
| ICT & FRAUD | |||
|---|---|---|---|
| Description of the risk | Potential impact | Limiting factors and control | |
| Risk of operational losses due to the failure of internal processes and systems, human errors or external events (fraud, natural disaster, cybercrime, etc.). |
Financial losses due to fraud, theft of sensitive data or interruption of activities. |
A disaster recovery plan was 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). |
|
| Appropriate measures have also been taken in terms of access and security. |
|||
| For IT-related services Retail Estates is supported by an external partner with whom a SLA (Service Level Agreement) was concluded. |
|||
| Retail Estates took out an insurance policy for financial and operational risks related to IT and fraud. |
" A conservative and cautious financing strategy with a balanced spread of expiration dates, diversification of funding sources and an extensive group of bank partners."
JAARVERSLAG 2020 - 2021
ANNUAL REPORT 2020 - 2021
| LIQUIDITY RISK | ||
|---|---|---|
| Description of the risk | Potential impact | Limiting factors and control |
| Retail Estates is exposed to a liquidity risk that could result in a lack of cash in 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. |
A conservative and cautious financing strategy with a balanced spread of expiration dates, diversification of funding sources and an extensive group of bank partners. |
| Increased cost of debt due to higher bank margins, with an impact on earnings and cash flows. |
Please refer to note 34 et seq. of the annual report for an overview of the outstanding credits and unused credit facilities. |
|
| INTEREST RATE VOLATILITY | ||
| Description of the risk | Potential impact | Limiting factors and control |
| The company risks an increase in its financial costs that may arise from the evolution of interest rates. |
Increased cost of debt, resulting in an impact on earnings and cash flows, and a decrease in profitability. |
The company applies a conservative policy that minimises this interest rate risk. |
| Strong fluctuations in the value of financial instruments with potential impact on NAV. |
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. |
|
| 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. |
However, this is an unrealised and non-cash item. In 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. Please refer to note 34 et seq. of this annual report for more information about the hedges used by the company. |
| COUNTERPARTY RISK | ||
|---|---|---|
| Description of the risk | Potential impact | Limiting factors and control |
| 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 sources of financing across different instruments and counterparties. |
| COVENANT RISK | ||
| Description of the risk | Potential impact | Limiting factors and control |
| 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 entered into the following covenants with its bankers and bondholders: - Retention of BE-REIT status - Minimum portfolio size - ICR (calculated on net rental results) ≥ 2 - Maximum debt ratio The Belgian BE-REIT Act imposes a maximum debt ratio of 65%. On the date of this report, the company complies with all covenants required by the banks and bond holders. 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 above 50%. This forecast describes the measures that will be taken to prevent the consolidated debt ratio from exceeding 65% of the 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. |
| TOWN PLANNING REGULATIONS | |||
|---|---|---|---|
| Description of the risk | Potential impact | Limiting factors and control | |
| If the town planning regulations change, retail units for which an authorisation was received will no longer be allowed to undergo changes subject to authorisation that are contrary to the new purpose desired by the government. |
As the retail units cannot be given any other purpose than their original authorised purpose, the possible uses are more limited than usual. In addition, all transformations that may jeopardise the optimisation of the buildings are excluded. However, the retail units can still be rented within these limits. |
The management attempts to prevent this kind of situations by making use of all legal remedies available pursuant to the applicable laws within the context of the revision of town planning regulations in order to maintain some flexibility. If this is not possible, a redevelopment of the site concerned will be considered, in line with the purpose desired by the government. |
|
| RISKS ASSOCIATED WITH THE STATUS OF PUBLIC BELGIAN REAL ESTATE INVESTMENT TRUST | |||
| Description of the risk | Potential impact | Limiting factors and control | |
| Risk of future changes to the legislation on BE-REITs, which 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 case of non-compliance with the rules. |
Constant monitoring of legal requirements and compliance with these requirements, 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. |
|
| TAX LAW | |||
| Description of the risk | Potential impact | Limiting factors and control | |
| The exit tax owed by companies whose assets are taken over by a BE-REIT in case of e.g. a merger is calculated taking into account Circular Ci.RH. 423/567.729 of the Belgian Tax Authorities of 23 December 2004, the interpretation or practical application of which may 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 IFRS 13. |
Non-compliance with relevant tax legislation may have a financial or legal impact on the company. |
The company shall make every effort to ensure that its executives and employees have the required background and knowledge to adequately implement the relevant tax legislation. |
|
| RISKS ASSOCIATED WITH THE STATUS OF INSTITUTIONAL BE-REITS | |||
| Description of the risk | Potential impact | Limiting factors and control | |
| The company has control over one institutional BE-REIT: Retail Warehousing Invest nv. Like Retail Estates nv, Retail Warehousing Invest nv is subject |
Risk of loss of recognition of the status of institutional BE-REIT. Loss of the favourable tax system of a BE-REIT and mandatory repayment of certain credits |
Constant monitoring of legal requirements and compliance with these requirements, assisted by external specialist advisers. |
| The company has control over one institutional BE-REIT: Retail Warehousing Invest nv. Like Retail Estates nv, Retail Warehousing Invest nv is subject to the Belgian BE-REIT Act in its capacity as an institutional BE-REIT. |
Risk of loss of recognition of the status of institutional BE-REIT. Loss of the favourable tax system of a BE-REIT and mandatory repayment of certain credits in case of non-compliance with the rules. |
|---|---|
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.
| RISK ASSOCIATED WITH REGULATORY CHANGE | ||
|---|---|---|
| Description of the 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. |
Potential impact Negative influence on business, profits, profitability, the financial situation and prospects. |
Limiting factors and control Constant monitoring of existing, potentially changing or future new laws and regulations and compliance with these laws and regulations, assisted by external specialist advisers. |
| RISK ASSOCIATED WITH NON-COMPLIANCE WITH THE REGULATIONS | ||
| Description of the risk | Potential impact | Limiting factors and control |
| There is a risk that, possibly due to the (fast) evolution of the regulations applicable to the company (please refer in this context to "Risks associated with regulatory change"), the Company |
Failure to comply with the relevant legislation can have a financial or legal impact on the company; the nature and extent of this impact depends on the legislation that is not complied with. |
The company shall make every effort to ensure that its executives and employees have the required background and knowledge to adequately implement the relevant legislation. |
| itself, its executives or its employees do not adequately comply with the relevant regulations or that these persons do not act with integrity. |
The company has a Corporate Governance Charter and a Dealing Code. Both documents have been published on the company's website and have been communicated to the team. |
|
| The Dealing Code is an integral part of the Corporate Governance Charter of the Company. |
||
| PERMITS | ||
| Description of the risk | Potential impact | Limiting factors and control |
| 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. |
Management devotes due attention to reviewing the urban planning permits when acquiring and developing retail outlets. |
| 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 may cause property to be temporarily vacated, even though tenants had been found for it. |
In addition, management continuously tries to evaluate changes in urban planning permits and permissions and compliance with these permits and permissions, and to anticipate such changes. |
O1 GENERAL INFORMATION 239
O2 ARTICLES OF ASSOCIATION 241
" Retail Estates spreads its investments throughout all major shopping areas in Belgium and the Netherlands. These investments are concentrated in the subregions with strong purchasing power. "
Retail Estates nv - Public Belgian Real Estate Investment Trust organised and existing under the laws of Belgium.
Industrielaan 6, 1740 Ternat. 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 any need to amend the articles of association.
The company has been entered in the register of legal entities under company number 0434.797.847.
-
The limited liability company ("naamloze vennoot schap") "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 executed in the presence of the notary public Urbain Drieskens at Houthalen on 12 July 1988 and subsequently published in the Annexes to the Belgian Official Gazette on 29 July 1988 under number 880729-313.
The articles of association were most recently amended by minutes drawn up by Tim Carnewal, associated notary public in Brussels, on 20 August 2020 and published in the Annexes to the Belgian Official Gazette of 24 August of the following year under number 20338674.
The company has been incorporated for an unlimited period of time.
Please refer to Article 3 of the articles of association as included under section "2. Articles of Association" in the Permanent Document 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 on behalf of the shareholders can be obtained free of charge at the registered office of the company. The nonconsolidated and consolidated annual accounts and the supplementary reports shall be deposited with the National Bank of Belgium. The articles of association can be obtained from the Registry of the Brussels Enterprise Court at Brussels, or on the website www.retailestates.com.
Notices convening shareholders' meetings shall be published in the Annexes to the Belgian Official Gazette and in the newspaper De Standaard. The convening notices and all relevant documents shall simultaneously be available on the company's 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, to other holders of securities who have fulfilled the formalities prescribed by the Belgian Code of Companies and Associations and to any person who requests them. They can also be obtained at the registered office of the company.
The rights of the company's shareholders can only be changed in accordance with the applicable
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 Code of Companies. The company's shares are admitted to trading 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-REITs".
The company is subject to any Belgian legislation on real estate investment trusts and in particular to the provisions of the Belgian Act of 12 May 2014 on Belgian Regulated Real Estate Companies (the "RREC Act") and the Belgian Royal Decree of 13 July 2014 on Belgian Regulated Real Estate Companies (the "RREC Decree") (this act and its implementing decree are hereinafter referred to as the "BE-REIT legislation").
The company's 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 provided that the applicable legislation on the use of languages is complied with, without an amendment to these articles being required.
The board of directors is also authorised to establish administrative offices, places of business and subsidiaries both in Belgium and abroad.
The purpose of the company is limited to the following:
Real estate is understood to mean:
provisions of the Belgian Code of Companies and Associations. Furthermore, any proposal to amend the articles of association must be approved in advance by the FSMA, in accordance with article 12 of the BE-REIT Act, and by the company's general meeting (except in case of use of the authorised capital by the board of directors).
The BE-REIT regime is governed by the Belgian Act of 12 May 2014, amended for the last time on 28 April 2020, and by the Belgian Royal Decree of 13 July 2014, amended for the last time on 23 April 2018.
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 maximum disbursement of cash flow while allowing investors to enjoy numerous benefits. The BE-REIT is regulated by the FSMA and is subject to specific regulations, the most important of which are:
the risk must be spread, i.e. no more than 20% of the assets may be invested in one and the same real estate complex;
virtually complete exemption from corporate tax;
The objective of all these rules is to limit risks. Companies that merge with a BE-REIT are subject to a tax of 15%1 on the unrealised gains and taxfree reserves, i.e. the 'exit tax', plus a supertax at the prevailing rate.
2. ARTICLES OF ASSOCIATION ________________________________
1 Dit tarief geldt vanaf 1 januari 2020; voordien gold een tarief van 12,50%.
Within the framework of making available 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 case of occasional transactions), remodelling, renovation, development, acquisition, disposal, furnishing, letting, sub-letting, exchange, transfer, contribution, development, registration as co-ownership or joint ownership of real estate as described above, the granting or acquisition of building rights, usufruct, ground lease or other in rem or personal rights on properties as described above, and the management and operation 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 future companies, businesses or associations in Belgium or abroad with a corporate purpose that is similar or complementary to that of the company (including participating interests in a perimeter company that provides services to the tenants of the buildings of the company and/or its perimeter companies) or that supports or facilitates the realisation of its purpose and, in general, execute all transactions connected directly or indirectly to its corporate purpose.
The company may grant mortgages or other forms of security as well as extend loans to, and serve as a guarantor for, a perimeter company 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 within the meaning of the BE-REIt legislation. Such investments shall be made in accordance with the risk management policy adopted by the company, and shall be diversified to ensure an adequate risk diversification. The company may hold noncommitted liquid assets. The liquid assets can be held in all currencies, in the form of demand and term deposits, as well, 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 perimeter companies may let one or more properties under finance leases, with or without purchase option. 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, including social housing and education (in which case this activity may form part of the company's main business).
In general, the company is deemed 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 within the meaning of the BE-REIT legislation, except for occasional transactions.
The company is prohibited from:
vi. shares in public and institutional fixed-capital real estate investment funds (Bevak/Sicafi);
provisions of the BE-REIT legislation, possibly in cooperation with third parties or with a public client:
(d) on the long-term direct, or through a company in which it has a participating interest and in accordance with the provisions of the RREC legislation, if necessary in collaboration with third parties, develop, to have it developed, to have it set up, to set up, to have it set up, to manage, to have it managed, to operate, to have it operated or make available to:
to (subordinated or non-subordinated) warrants (subscription rights).
Moreover, the board of directors is allowed to restrict or cancel the preferential subscription right granted to the shareholders, including those in favour of one or more persons other than the staff members of the company or a subsidiary, provided that an irreducible allocation right is granted to the existing shareholders upon the distribution of new securities (if legally required). This irreducible allocation right, if any, shall meet the requirements determined by the BE-REIT legislation and Article 6.4 of these articles of association.
That right must in any case not be granted in case of a cash contribution (i) in the context of the distribution of an optional stock dividend under the conditions provided for by article 6.4. of the articles of association or (ii) in the context of the authorised capital, if the aggregate amount of the capital increases that will take place in accordance with article 26, §1, third section, of the BE-REIT Act over a period of 12 months does not exceed 10% of the amount of the capital at the moment on which the resolution for a capital increase is adopted.
Capital increases by means of a non-monetary contribution shall be carried out in accordance with the requirements determined by the BE-REIT legislation and Article 6.4 of the 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 to 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 the applicable corporate laws, provided that 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 23 July 2018. If applicable, the board of directors must (if required by law) 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.
If the board of directors requests payment of an issue premium on the occasion of its decision to increase the capital, this issue premium shall be recorded on one or several separate accounts under the item "shareholders' equity" on the liabilities' side of the balance sheet. The board of directors is free to decide to deposit the amount of this premium, possibly after deduction of an amount not larger than the costs of the capital increase within the meaning of the applicable IFRS rules, on an unavailable account, called "issue premium", that will constitute a guarantee for third parties in the same manner as the share capital and that, subject to its incorporation into the capital, can only be reduced or cancelled by resolution of the general shareholders' meeting deliberating under the conditions laid down in the applicable legislation.
The board of directors is authorised, within the limits of Articles 620 et seq. of the Belgian Code of Companies, 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 Official Gazette of the authority granted by the extraordinary shareholders' meeting of 23 July 2018, 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
The company has been incorporated for an unlimited period of time.
The share capital amounts to two hundred and eighty-for million nine hundred and eighty-four thousand six hundred and one euro ninety-seven cents (€ 284,984,601.97).
It is represented by twelve thousand six hundred and sixty-five thousand seven hundred and sixtythree (12,665,763) shares without indication of nominal value, each representing an equal part of the capital. The capital has been paid up in full.
The board of directors is authorised to increase the company's share capital on one or more occasions, up to a maximum amount of:
amount of the capital increases that took place in accordance with this paragraph over a period of 12 months does not exceed 10% of the amount of the capital at the moment on which the decision to increase the capital was taken, or
(d) two hundred and fifty-six million two hundred and twenty-five thousand two hundred and seventy-eight euros and ninety-eight cents (€ 256,225,278.98) for all forms of capital increase;
on the understanding that within the context of this authorisation, the share capital can never be increased to exceed the maximum amount of two hundred and fifty-six million two hundred and twenty-five thousand two hundred and seventy-eight euros and ninety-eight cents (€ 256,225,278.98) during the period for which the authorisation was granted.
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 Official Gazette of the amendment to the articles of association, adopted by the extraordinary shareholders' meeting of 23 July 2018. This authorisation can be renewed. The board of directors shall determine the price, the issue premium and the issue conditions for the new shares, unless these decisions are taken by the shareholders' meeting.
Within the above limits and without prejudice to the mandatory provisions of the applicable legislation, the board of directors can decide to increase the capital by means of contributions in cash or nonmonetary contributions, the conversion of reserves or issue premiums as well as of shareholders' equity under the statutory IFRS annual accounts of the company (prepared in accordance with the application regulations) that qualify for conversion, with or without the issuance of new shares of one or several existing types. The board of directors is also authorised by the shareholders' meeting to issue other securities, including but not limited
These additional conditions are in any case 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.
Should the general meeting decide to request payment of an issue premium, this issue premium shall be recorded on one or several separate accounts under the item "shareholders' equity" on the liabilities' side of the balance sheet. The general meeting or, in the context of the authorised capital, the board of directors is free to decide to record this premium on an unavailable reserve account that can only be decreased or cancelled by decision of the shareholders' meeting under the conditions laid down in the applicable legislation.
A capital decrease may only take place if shareholders in a similar situation are treated equally and if the applicable provisions of the Belgian Company 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 non-monetary contribution 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 Code of Companies.
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.
Registered securities shall be recorded in the share register kept at the company's registered office. Title to the shares can only be established through the recording in this register.
Dematerialised securities are represented by an entry into an account, in the name of the owner or the 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 referred to in Article 460 of the Belgian Code of Companies, with the exception of profit sharing instruments and similar securities, provided that the specific rules stipulated by the BE REIT legislation and these articles of association are respected.
shareholders' meeting of 23 July 2018, 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 85% of the closing market price on the day preceding the date of the transaction (acquisition, sale or pledge) and may not exceed 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 issued shares.
These conditions and limits 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 Code of Companies, including instances when such acquisitions are made by persons acting in the name and on behalf of a subsidiary.
All capital increased must take place in compliance with the applicable corporate laws as well as the BE-REIT legislation.
The company's capital can be increased pursuant to a decision of the shareholders' meeting 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, decided by the general meeting or in the context of the authorised capital, and without prejudice to the application of the binding provisions of the applicable corporate legislation, the preferential subscription right can only be restricted or cancelled if, to the extent required by the BE-REIT legislation, an irreducible allocation right is granted to the existing shareholders at the time of allocation of the new securities. In this case, this irreducible allocation right meets the conditions laid down in the BE-REIT legislation. In this case the irreducible allocation right applies to the issue of shares, (subordinated or non-subordinated) convertible bonds and warrants (subscription rights), but must in any case not be allocated (i) to a cash contribution with a restriction or cancellation of the preferential subscription right, in addition to a non-monetary contribution in the context of the distribution of an optional dividend, provided the grant thereof is effectively open to all shareholders, or (ii) within the context of the authorised capital, if the aggregate amount of the capital increases that will take place in accordance with article 26, §1, third section, of the BE-REIT Act over a period of 12 months does not exceed 10% of the amount of the capital at the moment on which the resolution for a capital increase is adopted.
Capital increases by non-monetary contributions are subject to the applicable corporate laws.
Moreover, the following requirements must be met in the event of the issuance of securities following a non-monetary contribution, in accordance with the BE-REIT legislation:
on a regulated market in Belgium, in accordance with the BE-REIT legislation.
Each shareholder has the obligation to notify the Financial Services and Markets Authority (FSMA) of their possession of securities with 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 purpose 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 Company Code, no-one is allowed more votes at a shareholders' meeting of the company than the number of votes attached to the shares which the person in question had declared to own at the latest 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, who are appointed by the shareholders' meeting for a maximum term of six years and who can be removed from office by the shareholders' meeting at any time. Resigning directors are eligible for reappointment.
The board of directors shall have at least three independent directors, within the meaning of Article 526ter of the Belgian Code of Companies.
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 to temporarily appoint another director to fill the vacancy until the next shareholders' meeting, at which time the vacancy will be filled on a permanent basis.
Every director thus appointed by the general meeting completes the term of office of the director he replaces.
The board of directors may appoint a chairperson from among its members.
The board of directors shall meet when convened by the chairperson, by two directors or by the managing director(s), whenever the interests of the company so require.
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 the latest 24 hours prior to the meeting.
In exceptional circumstances, when the abovementioned convening deadlines cannot be met, the time periods may be shortened. If necessary, notice may be given by telephone, in addition to the above-mentioned means.
The meeting is chaired by the chairperson or, if the latter is absent, by a director appointed by the directors present. The person chairing 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 three other directors.
Each director who 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 convening formalities. In any case, the proper fulfilment of the convening 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 shall use the information they acquire in their capacity as directors only in the context of their mandate.
Except in 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 Code of Companies, in exceptional cases duly justified by their urgency and the corporate interest, the board of directors may take decisions unanimously in writing. However, this procedure may not be used to adopt the annual accounts or determine the appropriation 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 chairing 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 chairperson 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 chairperson 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 day-to-day management and the company's attorneys-in-fact may not act as a counterparty in a transaction with the company or one of its perimeter companies nor 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 half-year report.
The previous provisions do not apply to transactions
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 their term of office.
If a legal entity is appointed to the management committee, it has the obligation to designate, in accordance with the applicable provisions of the Belgian Code of Companies, 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 day-to-day management, by a person entrusted with this management. With respect to third parties, they need not produce proof of a prior decision of the board.
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 Code of Companies 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 whenever 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 several shareholders collectively possessing at least 3% of the registered capital may, in accordance with the provisions of the Belgian Code of Companies and within the limits thereof, request the inclusion of items on the agenda of any shareholders' meeting, and submit proposals for resolutions with respect to the items included or to be included in 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 submitted to them by shareholders during the shareholders' meeting or those which have been submitted in writing about their report or the agenda items, provided that the provision of the information or facts in question could not harm the company's business 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 to the meeting.
The statutory auditor(s) shall answer the questions asked by the shareholders about his/her/their audit report.
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 Code of Companies 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 half-year 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-in-fact to whom it grants 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 chairperson 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 perimeter companies.
The effective management of the company must be assigned to a minimum of two persons.
For the exercise of their mandates, the persons
entrusted with the effective management of the company must have the necessary professional integrity and appropriate expertise 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 day-today management of the company to one or more persons, on the understanding that the day-to-day management shall be organised in such a way that the board of directors has at least two directors who may jointly ensure the day-to-day management or supervise the performance thereof.
The board and the persons entrusted with the day-to-day 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 matters within the context of a given mandate.
The board of directors may create one or several advisory committees from amongst its members, which will fall under the responsibility of the board of directors. The board shall determine the composition and the duties of any such committees.
Without prejudice to Article 17 relating to the day-to-day management and the delegation of powers, and within the limits provided for by Article 524bis of the Belgian Code of Companies, the board of directors may delegate all or some of its managerial 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, any acts reserved by other legal provisions or the articles of association to the board of directors, or decisions or transactions to which Article 524ter of the Belgian Code of Companies 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
A shareholder may only appoint one proxy holder for a given shareholders' meeting, without prejudice to the derogations provided for in the Belgian Code of Companies.
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, indicating the matters to be discussed and the proposed resolutions; (2) a request for instructions regarding the exercising of voting rights for the various items of the agenda; and (3) an indication of the manner in which the proxy 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 six days before the date of the 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 of 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 chaired by the chairperson of the board of directors or, in the chairperson's absence, by a director appointed by the directors present or by a member of the meeting appointed by the latter. The chairperson shall appoint a secretary.
If the number of persons present so allows, the meeting shall select two vote counters, acting on a proposal of the chairperson.
The minutes of shareholders' meetings are signed by the chairperson of the meeting, the secretary, the vote counters, the directors and the statutory auditor(s) present, as well as by those shareholders who so request.
The minutes shall be kept in a special register. Proxies are attached to the minutes of the meeting for which they were given.
The holders of bonds and warrants may attend the shareholders' meeting, but only have an advisory vote.
The shareholders' meeting may validly deliberate and vote, regardless of the percentage of the registered capital present or represented, except in those cases where the Belgian Company 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, all resolutions are adopted by a simple majority of the votes cast. Blank and invalidly marked ballots shall not be
Pursuant to Article 533 of the Belgian Code of Companies, a shareholders' meeting must be convened by means of a notice published in the Belgian Official Gazette, a national newspaper (except in those cases expressly mentioned in the Belgian Code of Companies) and in the media in accordance with the requirements of the Belgian Code of Companies, at the latest 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 the latest 17 days before the meeting.
The notice shall be sent to the holders of shares, bonds, registered warrants and registered depositary receipts for shares issued with the company' concurrence, 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 needs to be provided of the fulfilment of this formality.
The notice shall contain the agenda for the meeting, with incidation of the matters 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 Code of Companies.
The required documents are made available and a copy thereof shall be sent to the entitled recipients pursuant to the applicable provisions of the Belgian Code of Companies.
A shareholder who attends 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 invoke any defect or irregularity committed in the fulfilment of the convening formalities.
The right to attend 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 twentyfour 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, regardless of the number of shares actually held by the shareholder on the date of the shareholders' meeting.
The holders of dematerialised shares who wish to attend 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 who wish to attend a shareholders' meeting must notify the company of their intention to do so by regular mail, fax or email addressed to the company's registered office, no later than the sixth day before the date of the meeting.
All shareholders or their proxy holders have the obligation, before attending 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.
All shareholders may be represented at a shareholders' meeting by a proxy, who need not be a shareholder.
counted when calculating the votes cast.
Resolutions relating to the approval of the company's annual accounts and the discharge to be granted to the directors and statutory auditor(s) are adopted by a majority of votes.
When the shareholders' meeting is required 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 Company Code, including those in relation to a change to the corporate purpose, the acquisition, the pledge and the transfer of own shares by the company, the dissolution of the company when, as a 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 officers and by those shareholders who so request.
Copies of or extracts from the minutes that are to be used in court or otherwise shall be signed by the chairperson, the secretary and the vote counters or, in their absence, by two directors.
The financial year starts on the first of April of each year and ends on the thirty-first of March of the following 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 justifies 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 legal provisions.
On an annual basis, the company must distribute a dividend to its shareholders, within the permissible limits referred to in the applicable corporate laws and the BE-REIT legislation, the minimum amount of which is prescribed by the BE-REIT legislation.
The board of directors may, within the limits of the applicable provisions of the corporate laws, distribute an interim dividend 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 knew, 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 half-year reports, containing the statutory and consolidated annual and half-year accounts, and the statutory auditor's report shall be put at the disposal of the shareholders in accordance with the statutory provisions applicable to issuers of financial instruments admitted to trading on a regulated market and in accordance with the BE-REIT legislation.
The company's annual and half-year reports shall be made available on its website.
Shareholders have the right to obtain a copy of the annual and half-year 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 several liquidators appointed by the shareholders' meeting. The liquidator(s) may only take office after ratification of his/her/their appointment by the court of commerce. If no liquidator(s) is/are appointed, the members of the board of directors shall be considered liquidators vis-à-vis third parties.
The liquidators shall form a board. To this end, they shall have the broadest powers in accordance with the applicable provisions of the Belgian Code of Companies, without prejudice to any limits imposed by the shareholders' meeting.
The liquidator(s) has/have the obligation to call a shareholders' meeting each time such a meeting is requested by the shareholders collectively representing a fifth of the registered capital.
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 |
| Code of Companies. |
| ARTICLE 35: ALLOCATION OF LIQUIDATION |
| PROCEEDS |
| After settlement of all debts, expenses and |
| liquidation costs, the net asset value shall first be |
| used to pay back, in cash or in kind, the paid-up |
| registered capital that has not yet been reimbursed. |
| Any remaining balance shall be divided equally |
| among the shares. |
| O1 | GLOSSARY - GENERAL | 259 |
|---|---|---|
| O2 | GLOSSARY – | |
| ALTERNATIVE PERFORMANCE BENCHMARKS | 262 |
" In order to reconcile the profitability expectation of Retail Estates nv and its tenants over the long term, special attention is paid to rental prices. "
his is the term to be used for the purchase of a building. Any transaction costs paid are included in the acquisition price.
Since 1 March 2005, this has been a weighted price index of shares quoted on Euronext that makes allowance for the stock market capitalisation, with the weightings determined by the free float percentage and the velocity of circulation of the shares in the basket.
The Act of 12 May 2014 relating to regulated real estate companies, amended for the last time on 28 April 2020, and the royal decree of 13 July 2014 relating to regulated real estate companies, amended for the last time on 23 April 2018.
A loan repaid in its entirety at the end of the loan term.
These are companies that have a central procurement department and operate at least five different retail outlets.
The index-linked basic rents as contractually determined in the lease agreements as of 31 March 2021, before deduction of gratuities or other benefits granted to the tenants.
Belgian Code drawn up by the Corporate Governance Committee and containing recommendations and provisions relating to corporate governance to be observed by companies under Belgian law whose shares are traded on a regulated market.
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
The occupancy rate is calculated as the ratio of the surface area actually leased out to the surface area available for lease, expressed in m².
Government bond usually deemed equivalent to a virtually risk-free investment, and used as such to calculate 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 properties grouped along roads leading into and out of cities and towns. Each outlet has its own car park and an entrance and exit road connecting it to the public road.
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.
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 that, from the consumer's point of view, form a self-contained whole although they do not share 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.
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.
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 that is 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.
NAV (Net Asset Value): this is the shareholders' equity divided by the number of shares.
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 equals the gross dividend after retention of 30% withholding tax.
| (in € 000) | 31.03.2021 | 31.03.2020 |
|---|---|---|
| Operating result before result on portfolio (A) | 85 737 | 91 559 |
| Net rental income (B) | 100 402 | 107 614 |
| Operating margin (A/B) | 85.39% | 85.08% |
| (in € 000) | 31.03.2021 | 31.03.2020 |
|---|---|---|
| Financial result (A) | -17 757 | -25 533 |
| Changes in fair value of financial assets and liabilities (B) | 2 674 | -6 216 |
| Financial result (excluding changes in fair value | ||
| of financial assets and liabilities) (A-B) | -20 430 | -19 317 |
(in € 000) 31.03.2021 31.03.2020
| Result on disposals of investment properties (A) | 825 | 597 |
|---|---|---|
| Result on sales of other non-financial assets (B) | 0 | 0 |
| Changes in fair value of investment properties (C) | -5 963 | -5 183 |
| Other result on portfolio (D) | 992 | -298 |
| Result on portfolio (A+B+C+D) | -4 146 | -4 884 |
| (in € 000) | 31.03.2021 | 31.03.2020 |
|---|---|---|
| Net interest charges (including the credit margin and | ||
| the cost of the hedging instruments) (A) | 20 592 | 19 275 |
| Other charges of debt (B)* | 1 152 | 1 337 |
| Weighted average financial debt of the period (C)** | 935 024 | 839 839 |
| Weighted average interest rate (A-B)/C | 2,08% | 2,13% |
* Other debt costs relate to reservation fees, up-front fees, etc. ** Financial debt at the end of the period multiplied by factor 1.0481
| Alternative performance bench-mark | Definition | Purpose |
|---|---|---|
| Operating margin | The 'Operating result before result of the portfolio' divided by the 'Net rental income'. |
Allows measuring the operational performance of the company. |
| Financial result (excluding changes in fair value of financial assets and liabilities). |
The "Financial result" minus the "Changes in fair value of financial assets and liabilities". |
Allows to make a distinction be-tween the realised and the unreal-ised financial result. |
| Result on portfolio | The "Result on portfolio" consists of the following items: - "Result on disposals of investment properties"; - "Result on sales of other non-financial assets"; - "Changes in fair value of investment properties"; and - "Other result on portfolio". |
Allows to measure realised and unrealised gains and losses related to the portfolio, compared to the last valuation by independent real estate experts. |
| Weighted average interest rate | 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. |
Allows to measure the average interest charges of the company. |
| Net asset value per share (investment value) excluding dividend excluding the fair value of authorised hedging instruments |
Shareholders' equity (excluding the impact on the fair value of estimated transaction costs resulting from the hypothetical disposal of investment properties, excluding the fair value of authorised 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. |
| Gross yield | The gross yield represents the ratio of the current rental income (net and after deduction of taxes) to the estimated value of the portfolio (i.e. without non current as-sets under construction). |
This key figure represents the relationship between two of the most important parameters of the company and makes it possible to make a comparison over the years and between different companies. |
JAARVERSLAG 2020 - 2021
| s nv |
|---|
| an Real Estate Investment Trust ("Belgian REIT") |
| ad existing under the laws of Belgium. |
| 6, B-1740 Ternat |
| 1020 |
| 09 42 |
| tates.com |
| tates.com |
| .847 |
| 7 |
| 98 (until 23 October 2014) |
| 2014 |
| revisoren bv - Woluwegarden-Woluwedal 18 at |
| l, represented by Mr Damien Walgrave |
ANNUAL REPORT 2020 - 2021
| (in € 000) | 31.03.2021 | 31.03.2020 |
|---|---|---|
| Shareholders' equity attributable to the shareholders of the parent company (A) |
808 223 | 798 987 |
| Impact on the fair value of estimated transaction rights and costs resulting from the hypothetical disposal of investment properties (B) |
-63 203 | -57 187 |
| The fair value of authorised hedging instruments qualifying for hedge accounting (C) |
-25 678 | -29 584 |
| Proposed gross dividend (D) | 55 729 | 55 574 |
| Number of ordinary shares in circulation (E) | 12 665 763 | 12 665 763 |
| Net asset value per share (investment value) excluding dividend excluding the fair value of authorised hedging instruments ((A-B-C-D)/E) |
66.43 | 65.55 |
| Gross yield (A/B) | 6.48% | 6.53% |
|---|---|---|
| account the assets under construction included in the cost price) (B)* | 1 758 971 | 1 720 927 |
| The estimated investment value of the portfolio (without taking into | ||
| The current rental income (net, after deduction of canon) (A) | 113 969 | 112 318 |
| (in € 000) | 31.03.2021 | 31.03.2020 |
* Difference between the investment value included here and the investment value as stated previously in the balance sheet is explained by the real estate portfolio of "Distri-land". The yield is determined on the basis of real estate reports, whereby the "Distri-land" portfolio is included for 100%. Retail Estates only holds 87,00% of the issued real estate certificates and values the certificates to the underlying value of the property pro rata its contractual rights (see annual report 2017-2018)
| Name: Retail Estates nv | |
|---|---|
| Public Belgian Real Estate Investment Trust ("Belgian REIT") | |
| Status: | organised and existing under the laws of Belgium. |
| Address: Industrielaan 6, B-1740 Ternat | |
| Tel: +32 (0)2 568 10 20 | |
| Fax: +32 (0)2 581 09 42 | |
| E-mail: [email protected] | |
| Website: www.retailestates.com | |
| RLE: Brussels | |
| VAT: BE 0434.797.847 | |
| Company 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 | |
| PwC Bedrijfsrevisoren bv – Woluwegarden-Woluwedal 18 at | |
| Statutory auditor: | 1932 Brussel, represented by Mr Damien Walgrave |
| Financial year closing: 31 March | |
| Capital at 31.03.2021: € 284,984,601.97 | |
| Number of shares at 31.03.2021: 12,665,763 | |
| Annual shareholders' meeting: Penultimate Monday of July | |
| Share listing: Euronext – continuous market | |
| Financial services: KBC Bank | |
| Value of real estate portfolio | Investment value € 1,789.40 million – fair value € 1,717.25 million (incl. |
| as of 31.03.2021: | value of "Immobilière Distri-Land nv" real estate certificates) |
| Real estate experts: Cushman & Wakefield, CBRE, Colliers and Stadim | |
| Number of properties as of 31.03.2021 992 |
|
| Type of properties: Out-of-town retail real estate | |
| Liquidity provider: KBC Securities and De Groof Petercam | |
This annual report is available in Dutch, French and English versions.
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 and English versions and is responsible for the translations. In the event of contradictions between the Dutch and the French or English version, the Dutch version shall prevail. For information purposes only, an electronic version of this annual report is available on the website of Retail Estates nv (www. retailestates.com). None of the other information published on the website of Retail Estates nv is part of this annual report.
Industrielaan 6 - B- 1740 Ternat T. +32 (0)2 568 10 20 F. +32 (0)2 581 09 42
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