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VGP NV

Earnings Release Feb 23, 2022

4022_er_2022-02-23_6c0ef15f-c33f-4362-82ef-fa458600e05a.pdf

Earnings Release

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NEW LEASES SIGNED FOR 1.35 MILLION SQM UNDERPIN STRONG FINANCIAL RESULT FOR FY2021

23 February 2022, 7:00am, Antwerp, Belgium: VGP NV ('VGP' or 'the Group'), a European provider of high-quality logistics and semi-industrial real estate, today announces the results for the financial year ended 31 December 2021:

  • Record net profit of € 650.1 million, a 75.2% YoY increase
  • Strong business growth across the portfolio
  • o Signed and renewed rental income of € 79.7 million, bringing total signed rental income as of Dec 2021 to € 256.1 million, a 38.3% YoY increase
  • o Strong letting activity continued into 2022
  • o A record 1,478,000 m² under construction at year-end
  • o Land bank expanded to 10.94 million m² a 43.0% YoY increase, despite significant consumption due to expansion of construction works
  • o A record 652,000 m² of lettable area delivered, representing € 32.0 million of annualised committed leases (entire completed portfolio is 99.4% let)
  • The total capital expenditure for the Group over 2021 (including capital expenditure related to Joint Ventures projects) amounted € 743 million
  • o based on the predominantly pre-let construction pipeline CAPEX for 2022 is expected to be well above 2021 level
  • Year-end gearing ratio amounts to 29,8%
  • Intention to propose to the Annual Meeting of Shareholders a distribution of a gross dividend of € 149.6 million which equates to € 6.85 per share – an 87.7% YoY increase – and gross dividend yield of 2.94% versus last close

VGP's Chief Executive Officer, Jan Van Geet, said: "VGP reported solid results benefiting from elevated leasing activity, rental growth and compression in valuation yields. Like in previous years, we have been able to consistently enlarge our land bank in-line with our growth, yet, with nearly 40% of projects acquired last year being brownfield, we continue to place our clients closer to their clients and customers and help improve their supply chain efficiency and last mile delivery. The demand for new space witnessed into 2022 continues to be healthy and we remain optimistic on the outlook for this year as business sentiment is upbeat and secular shifts point towards elevated demand for the coming period driven by consumer shift towards ecommerce, supply chain optimization strategies and transition towards sustainable operations across industries and logistics."

Jan Van Geet continued: "I would like to particularly thank my team for their devotion, enthusiasm and energy. Everybody contributed to our achievements of last year. Our team has grown together with our company and today we can rely on a deep bench of experienced professionals offering technical inhouse know-how on design and engineering of advanced semi-industrial and e-commerce facilities, without having to rely on general contractor or external engineers and consultants."

Jan Van Geet concluded: "We have managed to significantly strengthen our fortress balance sheet in the course of 2021 and due to the two bond issuances we have our financing needs for 2022 covered, despite a significantly larger capex anticipated in 2022 versus last year due to our predominantly prelet construction pipeline."

FINANCIAL AND OPERATING HIGHLIGHTS

Strong new leasing activity continued

  • Signed and renewed rental income of € 79.7 million driven by 1,313,000 m² of new lease agreements signed (corresponding to € 74.6 million of new annualised rental income), combined with 102,000 m² of lease agreements renewed (corresponding to € 5.1 million of annualised rental income).
  • Germany contributed half of the new leases (€ 37.3 million; 50%) whilst the remainder was geographically well spread across the markets VGP operates: Czech Republic € 10.2 million (14%), Spain € 5.4 million (7%), Hungary € 4.2 million (6%), Romania € 3.5 million (5%), Italy €3.3 million (4%), Austria € 3.2 million (4%), Portugal € 2.4 million (3%), Slovakia € 2.1 million (3%), Latvia € 1.9 million (3%) and Netherlands € 1.1 million (1%).
  • Terminations represented a total of € 3.7 million or 70,000 m2 (of which 46,000 m2 within the Joint Ventures' portfolio).
  • The total signed lease agreements represent € 256.1 million1 annualised committed rental income (equivalent to 4.46 million m² of lettable area), a 38.3% increase versus December 2020 reported at € 185.2 million.
  • In addition to the signed lease agreements , VGP has signed a number of Letters of Intent over new future Leases representing € 30 million of annualised committed rent income if and when converted to lease agreements.
  • VGP expects a significant amount of rental increase throughout its entire portfolio as virtually all of its lease agreements are annually indexed against inflation.

Record level of construction activity

  • During 2021 we delivered 26 projects representing a record 652,000 m² of lettable area, which equates to €32.0 million of annualised committed rental income (99.8% let).
  • At year-end 50 projects were under construction representing 1,478,000 m² of future lettable area, which, once delivered and fully let, will generate €93.9 million of annualised committed rental income; the portfolio under construction at year-end was 83.8% pre-let2 .

Record land bank expansion

  • Over the last 12 month in total 4,037,000 m2 of land was acquired representing a development potential of 1,776,000 m2 and a further 3,981,000 m2 of land plots were committed, pending permits, which have a development potential of at least 1,690,000 m2 of future lettable area, bringing the total owned and committed land bank to 10,938,000 m2 (+43.0% year-over-year), supporting a minimum of 4,983,000 m2 of future lettable area
  • In addition to the owned and committed land bank, VGP has signed non-binding agreements ("land under option") and is currently performing due diligence investigations, on an exclusive basis, on the potential acquisitions of in total circa 2,859,000 m² of new land plots with a development

1 For Joint Ventures at 100%

2 Calculated based on the contracted rent and estimated market rent for the vacant space.

potential of at least 1,304,000 m2 . This brings the land bank of owned, committed and under option to 13,797,000 m2 supporting a minimum of 6,287,000 m2 of future lettable area.

  • From an asset value perspective, the land bank is predominantly Western European-based but on the bases of square meters the land bank is well spread across the countries in which we operate.
  • Our team continues to find additional increasingly brownfield sites for future development, and we are working with planning authorities on the most effective and sustainable utilization and regeneration of such sites in order to reduce our impact on the environment.

Significant strengthening of the team

  • The team expanded to 322 FTE equivalent as we hired 60 additional people across the organization.
  • We have strengthened our teams across the board which will enhance our product offerings and deepen our engagement with our clients.

Expanded relationship with Allianz through fourth joint venture

  • In June 2021, VGP and Allianz Real Estate announced the successful eighth and final closing of the first 50/50 joint venture, VGP European Logistics. The transaction comprised of four logistic buildings, including two buildings in a new VGP park and another two newly completed logistic buildings which were developed in parks previously transferred to the joint venture. Following this transaction this joint venture reached its expanded investment target and is fully invested1 . The transaction value was € 68.2 million2 . The net proceeds from this transaction amounts to circa € 49.6 million. Furthermore, in September 2021 VGP received a € 21.1 million profit distribution from the Joint Ventures.
  • In December 2021, VGP and Allianz Real Estate entered into a new 50:50 joint venture with a € 2.8 billion investment target. This is the fourth joint venture with Allianz Real Estate. The ESG setup for the new partnership aims to encompass Carbon Risk Real Estate Monitor and EU Taxonomy compliance, on a best-efforts basis, the use of Sustainable Certification including high BREEAM or DGNB ratings, and EPC criteria, among others. The managerial and governance setup of the new partnership is similar to the first three joint ventures with VGP serving the new joint venture as its sole asset, property and development manager. Similarly, to the first joint venture which reached its investment target, the new joint venture will concentrate on the acquisition of income-generating assets developed by VGP in Germany, Czech Republic, Slovakia and Hungary. A first closing for the new joint venture is anticipated in the second half of 2022.
  • A significant cash balance is expected to be recycled from Joint Venture closings in 2022. With firstly, in respect of the expansion of the Second Joint Venture, it is anticipated that a further closing will occur during the first half of 2022. Gross transaction value is estimated to be well above € 300 million3

1 Barring any top-ups related to assets being completed in parks already owned by the joint venture

2 The transaction value is composed of the purchase price for the completed income generating buildings and the net book value of the development pipeline which is transferred as part of a closing but not yet paid for by the First Joint Venture.

3 Subject to final agreement between the joint venture partners in terms of the transferred income generating assets and pricing

Strengthened capital and financial position

  • On 31 March 2021, VGP announced the successful issue of a first benchmark international green bond for an aggregate nominal amount of € 600 million, for coupon of 1.500% p.a. and maturing on 8 April 2029.
  • On 24 November, VGP successfully completed a € 300 million offering of new shares (equivalent to 6.1% of shares outstanding).
  • The Group further benefits from renewed and expanded multi-year1 € 200 million revolving credit facilities which are currently undrawn.
  • Post the balance sheet date, on 10 January 2022, VGP successfully issued its second public benchmark green bonds for an aggregate nominal amount of € 1.0 billion, in two tranches, with a € 500 million 5-year bond paying a coupon of 1.625% p.a. and maturing on 17 January 2027 and a € 500 million 8-year bond paying a coupon of 2.250% p.a. and maturing on 17 January 2030.
  • Year-end gearing ratio amounted to 29,8%.
  • The Group will report on the progress of eligible investments in-line with the Green Finance Framework as part of the 2021 Corporate Responsibility Report expected to be published by the end of March 2022.

Expansion of the Group's European footprint

  • The Group further expanded its European footprint with the acquisition of a first land plot in Serbia, where a 1.1 million m2 land position was acquired near Belgrade Airport.
  • The Group has opened its first office in France (Lyon). In the coming period the focus will be on identifying suitable development locations.
  • A country manager for Greece has been appointed in January 2022 as the Group has entered the Hellenic market.
  • Other continental European countries, including Croatia, Sweden and Denmark remain in focus for potential future expansion.

Significant growth in renewable energy power generation

• A total solar power generation capacity of 74.7MWp is currently installed or under construction through 57 roof-projects. This is being realised through a € 38.4 million committed investment to date. In addition, the currently identified pipeline of 37 projects equates to an additional power generation capacity of 74.5 MWp.

Progress towards our Sustainable Development Goals

• We have made significant progress towards our Sustainable Development Goals and are on track to achieve carbon neutrality by 2025 and 50% gross reduction by 2030 under scope 1 and 2.

1 €150 million matures on 31 December 2026 and €50 million matures on 31 December 2024

  • With regards to the sustainable building target, the Group aims for BREEAM Excellent (required minimum BREEAM Very Good) or DGNB Gold for all new constructions started up in 2022.
  • As of 1 January 2022, all of VGP's European offices switched to renewable energy as a Virtual Power Purchase Agreement was reached with Scholt Energy B.V., the independent energy supplier, and ACT Commodities B.V., the European energy trading house, to provide solar energy from VGP's existing solar farm on the roofs of VGP Park Nijmegen, Netherlands, to VGP offices across Europe. The agreement covers VGP's 20 offices across 12 countries. Additionally, it is envisaged to include VGP's new offices in France and Serbia this year also.
  • ESG disclosure has been further enhanced following the publication of the GRI compliant 2020 Corporate Responsibility Report the Group reported its annual CDP and GRESB submissions and obtained an initial Sustainalytics score.

Outlook 2022

  • Client demand and shortage of supply of grade A logistics and industrial buildings are supporting rent levels and occupancy. The underlying fundamentals for logistics and semi-industrial real estate remain robust with e-commerce continuing to be a big driver for demand of new lettable space.
  • Based on the strong leasing activities as reported over the course of 2021 and indications of interest received for the coming period, development activities are expected to continue to operate at elevated levels well into 2022.
  • Longer term development activities will continue to be driven by client-led demand and our ability to meet these opportunities with a.o. VGP's readily available prime land bank locations.
  • With regards to VGP Renewable Energy, the Group focuses on an expansion of the service offering through increased production of green energy used for self-consumption and facilitating our clients in their transitioning towards green energy.

KEY FINANCIAL METRICS

Operations and results 2021 2020 Change (%)
Committed annualised rental income (€mm) 256.1 185.2 38.3%
IFRS Operating Profit before tax (€mm) 776.6 419.4 85.2%
IFRS net profit (€mm) 650.1 370.9 75.3%
IFRS earnings per share (€ per share) 31.41 18.58 69.1%
Dividend per share (€ per share) 6.851 3.65 87.7%
Portfolio and balance sheet 2021 2020 Change (%)
Portfolio value, including Joint Ventures at 100% (€mm) 5,746 3,843 49.5%
Portfolio value, including Joint Ventures at share (€mm) 4,084 2,468 65.4%
Occupancy ratio of standing portfolio (%) 99.4 98.5 -
EPRA NTA2 per share (€ per share) 106.93 65.78 62.5%
IFRS NAV per share (€ per share) 99.65 63.44 57.1%
Net financial debt (€mm) 1,159 561 107%
Gearing3
(%)
29.8 25.2 -

AUDIO WEBCAST FOR INVESTORS AND ANALYSTS

VGP will host an audio webcast at 11:00 (CET) on 23 February 2021

The conference call will be available on:

Webcast link:

  • https://event.webcasts.com/starthere.jsp?ei=1527750&tp_key=b3e18d81aa
  • Click on the link above to attend the presentation from your laptop, tablet or mobile device
  • Audio will stream through your selected device
  • Please join the event audio webcast 5-10 minutes prior to the start time

A presentation will be available on VGP website: https://www.vgpparks.eu/en/investors/publications/

1 Proposed dividend per share to be approved by the Annual General Meeting of Shareholders of 13 May 2022.

2 EPRA Net Tangible Assets. Other metrics, EPRA Net Reinstatement Value and Net Disposal Value can be found in note 12.2

3 Calculated as Net debt / Total equity and liabilities

FINANCIAL CALENDAR

Publication Annual Report 2021 12 April 2022 First quarter 2022 trading update 13 May 2022 General meeting of shareholders 13 May 2022 Dividend ex-date 24 May 2022 Dividend payment date 26 May 2022 Half year results 2022 26 August 2022 Third quarter 2022 trading update 18 November 2022

CONTACT DETAILS FOR INVESTORS AND MEDIA ENQUIRIES

Investor Relations Tel: +32 (0)3 289 1433
[email protected]
Petra Vanclova Tel: +42 0 602 262 107
(External Communications)
Anette Nachbar Tel: +49 152 288 10363
Brunswick Group

ABOUT VGP

VGP is a pan-European developer, manager and owner of high-quality logistics and semi-industrial real estate. VGP operates a fully integrated business model with capabilities and longstanding expertise across the value chain. The company has a development land bank (owned or committed) of 10.94 million m² and the strategic focus is on the development of business parks. Founded in 1998 as a Belgian family-owned real estate developer in the Czech Republic, VGP with a staff of circa 350 employees today owns and operates assets in 14 European countries directly and through several 50:50 joint ventures. As of December 2021, the Gross Asset Value of VGP, including the joint ventures at 100%, amounted to € 5.75 billion and the company had a Net Asset Value (EPRA NTA) of € 2.33 billion. VGP is listed on Euronext Brussels (ISIN: BE0003878957).

For more information, please visit: http://www.vgpparks.eu

Forward-looking statements: This press release may contain forward-looking statements. Such statements reflect the current views of management regarding future events, and involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. VGP is providing the information in this press release as of this date and does not undertake any obligation to update any forward-looking statements contained in this press release considering new information, future events or otherwise. The information in this announcement does not constitute an offer to sell or an invitation to buy securities in VGP or an invitation or inducement to engage in any other investment activities. VGP disclaims any liability for statements made or published by third parties and does not undertake any obligation to correct inaccurate data, information, conclusions or opinions published by third parties in relation to this or any other press release issued by VGP.

SUMMARY BUSINESS REVIEW

During 2021 VGP's business has continued to grow with development activities continuing to perform at record levels driven by strong letting activities, despite the continued disruption caused by Covid-19.

The signed lease agreements represent € 256.1 million1 of annualised committed rental income at the end of December 2021 represent a total of 4,244,000 m² of lettable area. Of this total space 1,699,000 m² belong to the own portfolio (809,000 m² as at 31 December 2020) and 2,545,000 m² to the Joint Ventures (2,407,000 m² at 31 December 2020).

During the year 2021 VGP delivered a total of 26 projects representing 652,000 m² of lettable area, with an additional 50 projects under construction representing 1,478,000 m² of future lettable area.

The Group's completed property portfolio, including own and Joint Ventures portfolio, reached an occupancy rate of 99.4% as of December 2021 compared to 98.5% as of December 2020.

The net valuation of the property portfolio as at 31 December 2021 showed a net valuation gain of € 610.3 million (against a net valuation gain of € 366.4 million per 31 December 2020).

The own investment property portfolio consists of 29 completed buildings representing 766,000 m² of lettable area whereas the Joint Ventures property portfolio consists of 122 completed buildings representing 2,326,000 m² of lettable area.

The total capital expenditure for the Group over 2021 (including capital expenditure related to Joint Ventures projects) amounted to € 743 million.

In March 2021, VGP successfully completed a debut international bond offering for total gross proceeds of € 600 million.

In November 2021, VGP successfully completed a share offering for total proceeds of € 300 million which, combined with retained earnings and cash proceeds from the joint venture closing has resulted in a gearing ratio of the Group of 29.8% as at 31 December 2021 (compared to 25.2% at 31 December 2020).

In December 2021, VGP and Allianz Real Estate setup a fourth joint venture for a total investment capacity of € 2.8 billion.

Post the balance sheet date, in January 2022, VGP successfully completed a second, dual-tranche bond offering for total gross proceeds of € 1,000 million.

1 Including joint ventures.

OPERATING RESULT

(in thousands of €) 2021 2020
Revenue1 44,255 29,558
Gross rental income 17,618 12,078
Property operating expenses (2,219) (3,784)
Net rental income 15,399 8,294
Joint ventures management fee income 21,303 14,699
Net valuation gains / (losses) on investment properties 610,261 366,361
Administration expenses (52,112) (29,296)
Share in result from joint ventures after tax 186,703 63,338
Other expenses (5,000) (4,000)
Operating profit / (loss) 776,554 419,396
Net financial costs (12,654) (8,592)
Profit before taxes 763,900 410,804
Taxes (113,844) (39,865)
Profit for the year 650,055 370,939

Net rental income

The net rental income increased with € 7.1 million to € 15.4 million, primarily due to income generating assets delivered during 2021 offset by the closing with VGP's Joint Ventures.

Including VGP's share of the Joint Ventures and looking at net rental income on a "look-through" basis net rental in total increased by € 15.4 million (from € 55.3 million for the period ending 31 December 2020 to € 70.7 million for the period ending 31 December 2021) 2

Annualised committed rent income

During 2021, the increase in demand of lettable area resulted in the signing of new lease contracts for an amount of € 79.7 million in total (VGP and Joint Ventures portfolio) (compared to € 45.2 million during 2020), of which € 74.6 million related to new or replacement leases and € 5.1 million related to renewals of existing lease contracts. During 2021, lease contracts for a total amount of € 3.7 million were terminated. The Annualised Committed Leases (including the Joint Ventures at 100%) increased from € 185.2 million as at 31 December 2020 to € 256.1 million as at 31 December 20213 , representing over 4,458,000 m² of lettable area.

The Annualised Committed Leases are composed of € 164.6 million lease agreements which have already become effective as of this date and € 91.5 million signed lease agreements which will become effective in the future. The breakdown as to when the Annualised Committed Leases will become effective is as follows:

1 Revenue is composed of gross rental income, service charge income, property and facility management income and property development income.

2 See attached section 'Supplementary notes not part of the condensed financial information' for further details

3 As at 31 December 2021, the Annualised Committed Leases for the Joint Ventures stood at € 151.2 million compared to € 143.5 million as at 31 December 2020.

In Million € Current <1 year >1 -2 years >2-3 years >3 years Total
Own 37.1 50.6 14.8 0.0 2.5 104.9
Joint Ventures at 100% 127.5 23.2 0.4 0.0 0.0 151.2
Total 164.6 73.8 15.3 0.0 2.5 256.1

As at 31 December 2021, the weighted average term of the combined own and Joint Ventures portfolio stood at 8.6 years1 (compared to 8.5 years at 31 December 2020), the own portfolio stood at 10.2 years2 and the Joint Ventures' portfolio stood at 7.4 years3 .

As at 31 December 2021 the top 10 tenants by annualized gross rental income of the combined (own portfolio and Joint Ventures') portfolio totaled 37.0%

Net valuation gains on the property portfolio

As at 31 December 2021 the net valuation gains on the property portfolio reached € 610.3 million compared to a net valuation gain of € 366.4 million for the period ended 31 December 2020.

The low yields in real estate valuations continued to persist during the year.

The own property portfolio, excluding development land but including the buildings being constructed on behalf of the Joint Ventures, is valued by the valuation expert at 31 December 2021 based on a weighted average yield of 4.64% (compared to 5.51% as at 31 December 2020) applied to the contractual rent income increased by the estimated rental value on unlet space.

The (re)valuation of the own portfolio was based on the appraisal report of the property expert Jones Lang LaSalle.Income from Joint Ventures

The Joint Ventures management fee income increased by € 6.6 million to € 21.3 million. The increase was mainly due to the growth of the Joint Ventures portfolio and the development activities undertaken on behalf of the Joint Ventures.

Property and facility management fee income increased from € 10.7 million for the period ending 31 December 2020 to € 14.2 million for the period ending 31 December 2021. The development management fee income generated during the period was € 7.1 million compared to € 4.0 million for the period ending 31 December 2020.

Share in result of the Joint Ventures

VGP's share of the Joint Ventures' profit for the period increased by € 123.4 million from € 63.3 million for the period ending 31 December 2020 to € 186.7 million for the period ending 31 December 2021, primarily reflecting higher unrealised valuation gains on investment properties driven by further contraction of the yield on the investment portfolio, and higher net rental income.

Net rental income at share increased to € 55.3 million for the period ending 31 December 2021 compared to € 47.0 million for the period ended 31 December 2020. The increase reflects the underlying growth of the Joint Ventures' Portfolio primarily resulting from the eighth closing made between the First Joint Venture and VGP in June 2021.

At the end of December 2021, the Joint Ventures (100% share) had € 151.2 million of annualised committed rental income representing 2,545,000 m² of lettable area compared to € 143.5 million of annualised committed rental income representing 2,407,000 m² at the end of December 2020.

1 Combined (own + joint ventures portfolio) – up to the first break: 8.1 years

2 Own portfolio – up to the first break: 9.6 years

3 Joint Ventures portfolio – up to the first break: 7.1 years

The net valuation gains on investment properties at share increased to € 186.7 million for the year ending 31 December 2021 (compared to € 48.1 million for the year ending 31 December 2020). The Joint Ventures' portfolio, excluding development land and the buildings being constructed by VGP on behalf of the Joint Ventures, was valued at a weighted average yield of 4.28% as at 31 December 2021 (compared to 4.76% as at 31 December 2020). The (re)valuation of the Joint Ventures portfolio was based on the appraisal report of the property expert Jones Lang LaSalle.

The net financial expenses of the Joint Ventures at share for the period ending 31 December 2021 decreased to € 15.3 million from € 17.8 million for the period ending 31 December 2020. For the period ending 31 December 2021, the financial income at share was € 0.0 million (€ 2.0 million for the period ending 31 December 2020). The financial expenses at share increased from € 19.7 million for the period ending 31 December 2020 to € 15.3 million for the period ending 31 December 2021 and included € 4.4 million interest on shareholder debt (€ 5.9 million as at 31 December 2020), € 10.2 million interest on financial debt (€ 8.7 million as at 31 December 2020), € 2.7 million other financial expenses (€ 5.5 million as at 31 December 2020) and a positive impact of € 1.4 million (€ 0.5 million per 31 December 2020) related to capitalised interests.

Administrative costs

The administrative costs for the period were € 52.1 million compared to € 29.3 million for the period ended 31 December 2020, reflecting the continued growth of the development activities of the Group and its geographic expansion as well as the increased costs of the long-term incentive plan (LTIP) which is directly proportionally linked to the net asset growth of the Group. During the year an additional accrual in an amount of € 16.0 million was booked in respect of the LTIP.

Other administrative expenses include € 3.5 million of travel costs for the year 2021. Such costs were included under property operating in the previous year in an amount of € 1.9 million. These travel costs are directly linked to the development activities such as sourcing of development land.

As at 31 December 2021 the VGP team comprised more than 320 FTE active in 14 different countries.

Other expenses

The other expenses for the period were € 5 million compared to € 4 million for the period ended 31 December 2020 reflecting the provision for the annual contribution to the VGP Foundation. As at 31 December 2021 the VGP Foundation supported 29 projects reflecting € 6.5 million of accumulated commitments since inception in 2019.

Net financial costs

For the period ending 31 December 2021, the financial income was € 12.3 million (€ 9.3 million for the period ending 31 December 2020) and included € 12.3 million interest income on loans granted to the Joint Ventures (€ 9.3 million as at 31 December 2020).

The reported financial expenses as at 31 December 2021 of € 25.0 million (€ 17.9 million as at 31 December 2020) are mainly made up of € 34.1 million expenses related to financial debt (€ 26.6 million as at 31 December 2020), € 3.3 million other financial expenses (€ 2.9 million as at 31 December 2020) and a positive impact of € 13.2 million (€ 11.9 million for the period ending 31 December 2020) related to capitalised interests.

As a result, the net financial costs reached € 12.7 million for the period ending 31 December 2021 compared to € 8.6 million at the end of December 2020.

Shareholder loans to the Joint Ventures amounted to € 346.9 million as at 31 December 2021 (compared to € 266.6 million as at 31 December 2020) of which € 82.9 million (€ 69.7 million as at 31 December 2020) was related to financing of the buildings under construction and development land held by Joint Ventures.

Taxes

The Group is subject to tax at the applicable tax rates of the respective countries in which it operates. Additionally, a deferred tax charge is provided for on the fair value adjustment of the property portfolio.

The change in the tax line is mainly due to the variance of the fair value adjustments of the property portfolio and has therefore only residual cash effect.

For the period ending 31 December 2021, the taxes were € 113.8 million (2020: € 39.9 million) and included € 113.6 million deferred taxes (2020: € 39.0 million).

EVOLUTION OF THE DEVELOPMENT ACTIVITIES

Completed projects

As at 31 December 2021, the own investment Property Portfolio consists of 29 completed buildings representing 766,000 m² of lettable area. During 2021, 26 buildings were completed totalling 652,000 m² of lettable area. The occupancy rate of the own portfolio reached 99.3% as at 31 December 2021 (100% as at 31 December 2020).

As at 31 December 2021, the investment Property Portfolio of the Joint Ventures consists of 122 completed buildings representing 2,326,000 m² of lettable area. The occupancy rate of the Joint Ventures portfolio reached 99.4% as at 31 December 2021, compared to 98.4% as at 31 December 2020).

Projects under construction

As at 31 December 2021, VGP has 50 buildings under construction (10 on behalf of the Joint Ventures). The new buildings under construction, which are already pre-let for 83.8%, represent € 93.9 million of annualised rental income when fully built and let (€ 23.1 million for the Joint Ventures).

Land bank

In 2021, VGP acquired 4,037,000 m² of new development land. Of these land plots, 308,000 m² (8%) are located in Germany, 211,000 m² (5%) are located in the Czech Republic, 537,000 m² (13%) are located in Spain, 221,000 m² (5%) are located in the Netherlands, 182,000 m² (5%) are located in Latvia, 353,000 m² (9%) are located in Slovakia, 250,000 m² (6%) are located in Romania, 468,000 m² (12%) are located in Hungary, 220,000 m² (5%) are located in Italy, 120,000 m² (3%) are located in Austria, 27,000 m² (1%) are located in Portugal and 1,140,000 m² (28%) are located in Serbia. These new land plots have a development potential of at least 1,776,000 m² of future lettable area.

Besides this, VGP had another 3,981,000 m² of new committed plots of land as at 31 December 2021, which are located in Germany, the Czech Republic, the Netherlands, Spain, Slovakia, Romania, Hungary, Italy, Austria and Portugal. These land plots allow for the development of ca. 1,685,000 m² of new projects. It is expected that these remaining land plots will be acquired, subject to permits, during the next 12 to 24 months.

As a result, VGP (own portfolio) has a remaining secured development land bank of 9,833,000 m² as at 31 December 2021, of which 60% or 5,852,000 m² in full ownership. This secured land bank allows VGP to develop – in addition to the current completed projects and projects under construction (totalling 2,009,000 m²) – at least a further 4,329,000 m² of lettable area of which 894,000 m² (20.7%) in Germany, 303,000 m² (7.0%) in the Czech Republic, 337,000 m² (7.8%) in Spain, 181,000 m² (4.2%) in the Netherlands, 14,000 m² (0.3%) in Latvia, 367,000 m² (8.5%) in Slovakia, 697,000 m² (16.1%) in Romania, 373,000 m² (8.6%) in Hungary, 371,000 m² (8.6%) in Italy, 136,000 m² (3.1%) in Austria, 169,000 m² (3.9%) in Portugal and 487,000 m² (11.2%) in Serbia.

In addition to the owned and committed land bank, VGP has signed non-binding agreements and is currently performing due diligence investigations, on an exclusive basis, on the potential acquisitions of in total circa 2,859,000 m² of new land plots with a development potential of at least 1,304,000 m2 .

The Joint Ventures have a remaining owned land bank of circa 1,105,000 m² as at 31 December 2021, of which 73% is located in the Netherlands. This land bank allows the Joint Ventures to develop – in addition to the current completed projects and projects under construction (totalling 2,561,000 m²) – a further 654,000 m² of lettable area of which 48,000 m² (7.3%) in Germany, 18,000 m² (2.8%) in the Czech Republic, 58,000 m² (8.9%) in Spain, 515,000 m² (78.8%) in the Netherlands, 10,000 m² (1.5%) in Slovakia and 5,000 m² (0.8%) in Hungary.

Based on value of the development potential the geographical breakdown of the land bank – owned and committed – for own portfolio as well as Joint Ventures combined is as follows: Germany 24%, Netherlands 20%, Spain 16%, Slovakia 9%, Czech Republic 8%, Romania 7%, Austria 5%, Hungary 3%, Serbia 3% and other 3%.

DISPOSAL GROUP HELD FOR SALE

The balance of the Disposal group held for sale increased from € 102.3 million as at 31 December 2020 to € 501.9 million as at 31 December 2021. The balance as at 31 December 2021 relates to assets earmarked for the upcoming closing with the Second Joint Venture and to assets under construction and development land (at fair value) which are being / will be developed by VGP on behalf of VGP European Logistics and VGP European Logistics 2.

Under the joint venture agreements, VGP European Logistics (superseded by the recently announced Fourth Joint Venture with Allianz Real Estate) and VGP European Logistics 2 have an exclusive right of first refusal in relation to acquiring the income generating assets developed by VGP that are in Germany, the Czech Republic, Slovakia and Hungary with respect to the First/Fourth Joint Venture and in Austria, Italy, the Netherlands, Portugal, Romania and Spain with respect to the Second Joint Venture. The development pipeline which is transferred to either joint venture as part of the different closings between such joint venture and VGP is being developed at VGP's own risk and subsequently acquired and paid for by such joint venture subject to pre-agreed completion and lease parameters. The fair value of the asset under construction which are being developed by VGP on behalf of VGP European Logistics and VGP European Logistics 2 amounted to € 501.9 million as at 31 December 2021 (compared to € 102.3 million as at 31 December 2020).

FINANCING

On 26 March 2021, Fitch Ratings announced a first issuer credit rating for VGP assigning a long-term investment grade rating of BBB- with a stable outlook. The Group had engaged in the financial rating process in order to benefit from an enhanced access to debt capital markets when needed, including a broader investor base and tighter spreads.

On 31 March 2021, VGP announced the successful issue of a first benchmark international green bond for an aggregate nominal amount of € 600 million, for coupon of 1.500% p.a. and maturing on 8 April 2029. Demand exceeded 2.7 times the volume of the issue and the Group announced that the proceeds from this issuance will be used to finance and /or refinance a portfolio of eligible assets in accordance with the VGP Green Finance Framework of March 2021 (details available on VGP Investor Relations website).

On 24 November, VGP successfully completed a € 300 million offering of new shares (equivalent to 6.1% of shares outstanding). The capital increase consisted of 1,250,000 new shares at an issue price of € 240 per share, representing a discount of 9.1% compared to the prior close and a premium of 3.0% compared to the last traded price of the Company's share prior to the 10-month trading update as published before market open on 19 November 2021.

The Group further benefits from renewed and expanded multi-year aggregate € 200 million revolving credit facilities which are currently undrawn. These revolving credit facilities were setup in order to bridge temporary funding peaks between the different closings with the Joint Ventures and consists of the following committed revolving credit facilities:

  • a € 75 million facility with Belfius Bank SA/NV maturing 31 Dec 2026
  • a € 75 million facility with KBC Bank NV maturing 31 Dec 2026
  • a € 50 million facility with BNP Paribas Fortis SA/NV maturing 31 Dec 2024.

Post the balance sheet date, on 17 January 2022, VGP successfully issued its second public benchmark green bonds for an aggregate nominal amount of € 1.0 billion, in two tranches, with a € 500 million 5 year bond paying a coupon of 1.625% p.a. and maturing on 17 January 2027 and a € 500 million 8-year bond paying a coupon of 2.250% p.a. and maturing on 17 January 2030. The new issuance has benefitted from a great market reception with total demand just under 2.5 times the combined volume of the offering. The proceeds from this issuance are being used to finance and /or refinance a portfolio of eligible assets in accordance with the VGP Green Finance Framework dated March 2021.

The Group will report on the progress of eligible investments in-line with the Green Finance Framework as part of the 2021 Corporate Responsibility Report expected to be published in March 2022.

The gearing ratio1 of the Group as of 31 December 2021 increased to 29.8% from 25.2% as at 31 December 2020.

On a proportionally consolidated basis LTV amounted to 46%.

1 Calculated as Net debt / Total equity and liabilities

STRATEGIC PARTNERSHIPS

Strategic partnership with Allianz

VGP entered into four 50:50 joint ventures with Allianz which are set up according to a similar structure. The Allianz Joint Ventures allow the Group to partially recycle its initial invested capital when completed projects are acquired by one of the Joint Ventures and allow the Group to re-invest these monies in the continued expansion of the development pipeline, including the further expansion of the land bank, thus allowing VGP to concentrate on its core development activities.

The First Joint Venture was established in May 2016 with an objective to build a platform of new, grade A logistics and industrial properties with a key focus on expansion in core German markets and high growth CEE markets (of Hungary, the Czech Republic and the Slovak Republic).

The Second Joint Venture was established in July 2019 with the objective to build a platform of core, prime logistic assets in Austria, Italy, the Netherlands, Portugal, Romania and Spain.

The Third Joint Venture was established in June 2020 with an objective to develop VGP Park München. Once fully developed, VGP Park München will consist of five logistic buildings, two stand-alone parking houses and one office building for a total gross lettable area of approx. 314,000 m2 . The park is entirely pre-let.

As the First Joint Venture reached its investment capacity, Allianz and VGP entered into a new joint venture agreement in December 2021 with a view to establish a new Fourth Joint Venture. The Fourth Joint Venture will become effective at the moment of its first closing, currently expected to occur during the second half of 2022.

The Fourth Joint Venture aims to increase its portfolio size (i.e. the gross asset value of the acquired income generating assets) to circa € 2.8 billion by 2027 at the latest.

Strategic partnership in respect of Development Joint Ventures

To allow VGP to acquire land plots on prime locations for future development, the Group has entered into three strategic partnerships, i.e. (i) a 50:50 joint venture with Roozen (the LPM Joint Venture), (ii) a 50:50 joint venture with VUSA (the VGP Park Belartza Joint Venture), and (iii) a 50:50 joint venture with Revikon (the VGP Park Siegen Joint Venture) (together, the Development Joint Ventures). The Group considers these Development Joint Ventures as an add-on source of land sourcing for land plots which would otherwise not be accessible to the Group.

DIVIDEND

In view the successful evolution of the Group's result during the last year as well as the positive outlook for 2021, the Board of Directors of VGP has decided to propose to the Annual General Meeting a distribution of a gross dividend of € 149.6 million for the year 2021. This equates to € 6.85 per share or a gross dividend yield of 2.94%1 , compared to € 3.65 per share distributed over the year 2020.

1 Based on the closing share price of € 233.00 as at 22 February 2022

FINANCIAL ACCOUNTS1

1. CONSOLIDATED INCOME STATEMENT

For the year ended 31 December 2021

INCOME STATEMENT (in thousand of €) NOTE 31.12.2021 31/12/2020
Revenue 7 44,255 29,,558
Gross rental income 17,618 12,078
Property operating expenses (2,219) (3,784)
Net rental income 15,399 8,294
Joint venture management fee income 21,303 14,699
Net valuation gains / (losses) on investment properties 8 610,261 366,361
Administration expenses 9 (52,112) (29,296)
Share in result of Joint Ventures 10.1 186,703 63,338
Other expenses (5,000) (4,000)
Operating profit / (loss) 776,554 419,396
Financial income 11 12,322 9,319
Financial expenses 11 (24,976) (17,911)
Net financial result (12,654) (8,592)
Profit before taxes 763,900 410,804
Taxes (113,845) (39,865)
Profit for the period 650,055 370,939
Attributable to:
Shareholders of VGP NV 650,055 370,939
Non-controlling interests - -
EARNINGS PER SHARE NOTE 31.12.2021 31/12/2020
Basic earnings per share (in €) 12 31.41 18.58
Diluted earnings per share (in €) 12 31.41 18.58

The consolidated income statement should be read in conjunction with the accompanying notes.

1 The statutory auditor has confirmed that his audit procedures, which have been substantially completed, have not revealed any material adjustments which would have to be made to the accounting information disclosed in this press release. The consolidated financial statements have been prepared in accordance with IFRS as adopted by the European Union.

2. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2021

STATEMENT OF COMPREHENSIVE INCOME (in thousand of €) 31.12.2021 31/12/2020
Profit for the year 650,055 370,939
Other comprehensive income to be reclassified to profit or loss - -
in subsequent periods
Other comprehensive income not to be reclassified to profit or - -
loss
in subsequent periods
Other comprehensive income for the period - -
Total comprehensive income / (loss) of the period 650,055 370,939
Attributable to:
Shareholders of VGP NV 650,055 370,939
Non-controlling interest - -

3. CONSOLIDATED BALANCE SHEET

For the year ended 31 December 2021

ASSETS (in thousand of €) NOTE 31.12.2021 31.12.2020
Goodwill 0 0
Intangible assets 1,046 557
Investment properties 13 1,852,514 920,151
Property, plant and equipment 32,141 16,944
Non-current financial assets 0 0
Investments in joint venture and associates 10.2 858,116 654,773
Other non-current receivables 10.3 264,905 264,038
Deferred tax assets 11 1,953 1,786
Total non-current assets 3,010,675 1,858,249
Trade and other receivables 148,022 44,828
Cash and cash equivalents 222,160 222,356
Disposal group held for sale 501,882 102,309
Total current assets 872,064 369,493
TOTAL ASSETS 3,882,739 2,227,742
SHAREHOLDERS' EQUITY AND LIABILITIES
(in thousands of €) NOTE 31.12.2021 31.12.2020
Share capital 78,458 72,225
Share premium 574,088 285,420
Retained earnings 1,523,019 948,092
Shareholders' equity 2,175,565 1,305,737
Non-current financial debt 1,340,609 748,796
Other non-current financial liabilities 0 0
Other non-current liabilities 32,459 10,461
Deferred tax liabilities 112,295 43,813
Total non-current liabilities 1,485,363 803,070
Current financial debt 44,147 34,468
Trade debts and other current liabilities 107,509 77,725
Liabilities related to disposal group held for sale 70,155 6,742
Total current liabilities 221,811 118,935
Total liabilities 1,707,174 922,005
TOTAL SHAREHOLDERS' EQUITY AND 3,882,739 2,227,742
LIABILITIES

The consolidated balance sheet should be read in conjunction with the accompanying notes.

4. STATEMENTS OF CHANGES IN EQUITY

For the year ended 31 December 2021

STATEMENT OF CHANGES IN EQUITY
(in thousands of €)
Statutory
share
capital
Capital
reserve
(see note
12)
IFRS
share
capital
Other
reserves
Retained
earnings
Total
equity
Balance as at 1 January 2020 92,667 (30,416) 62,251 69 637,461 699,781
Other comprehensive income / (loss) - - - - - 0
Result of the period - - - - 370,939 370,939
Effect of disposals - - - - - 0
Total comprehensive income / (loss) 0 0 0 0 370,939 370,939
Capital and share premium increase net
of transaction costs (see note 16)
9,974 - 9,974 188,346 - 198,320
Share capital distribution to
shareholders
- - - - - 0
Sale of treasury shares (see note 16) - - - 97,005 - 97,005
Hybrid securities - - - - - 0
Dividends - - - - (60,308) (60,308)
Balance as at 31 December 2020 102,641 (30,416) 72,225 285,420 948,092 1,305,737
Balance as at 1 January 2021 102,641 (30,416) 72,225 285,420 948,092 1,305,737
Other comprehensive income / (loss) - - - - - 0
Result of the period - - - - 650,055 650,055
Effect of disposals - - - - - 0
Total comprehensive income / (loss) 0 0 0 0 650,055 650,055
Capital and share premium increase net
of transaction costs (see note 16)
6,233 - 6,233 288,668 - 294,901
Share capital distribution to
shareholders
- - - - - 0
Sale of treasury shares (see note 16) - - - - 0
Hybrid securities - - - - - 0
Dividends - - - - (75,128) (75,128)
Balance as at 31 December 2021 108,874 (30,416) 78,458 574,088 1,523,019 2,175,565

5. CONSOLIDATED CASH FLOW STATEMENT

For the year ended 31 December 2021

CASH FLOW STATEMENT (in thousand of €)
Note
31.12.2021 31/12/2020
Cash flows from operating activities
Profit before taxes 763,900 410,804
Adjustments for:
Depreciation 2,431 2,076
Unrealised (gains) / losses on investment properites (598,726) (200,221)
Realised (gains) / losses on disposal of subsidiaries
and investment properties (11,535) (166,140)
Unrealised( gains) / losses on financial instruments
and foreign exchange 786 282
Interest (income) (12,322) (9,319)
Interest expense 24,190 17,629
Share in (profit) / loss of Joint Venture and associates (186,703) (63,338)
Operating profit before changes in working
capital and provisions (17,979) (8,227)
Decrease/(Increase) in trade and other receivables (51,472) (28,240)
(Decrease)/Increase in trade and other payables 10,932 10,401
Cash generated from the operations (58,519) (26,066)
Interest income 4 27
Interest (expense) (28,726) (25,259)
Income taxes paid (232) (870)
Net cash generated from operating activities (87,473) (52,168)
Cash flows from investing activities
Proceeds from disposal of tangible assets and other 36 14
Proceeds from disposal of subsidiaries and
investment properties 14
49,647
405,644
Investment property and investment property under
construction (680,028) (428,244)
Distribution by / (investment in) Joint Venture and
associates (4,060) (10,759)
Loans provided to Joint Venture and associates (99,511) (116,506)
Loans repaid by Joint Venture and associates 13,493 15,321
Net cash used in investing activities (720,423) (134,530)
Cash flows from financing activities
Dividends paid (75,128) (60,308)
Net Proceeds / (cash out) from the issue /
(repayment) of share capital 294,901 198,320
Net Proceeds from sale of own shares 0 97,005
Proceeds from loans 594,149 0
Loan repayments (1,333) (1,433)
Net cash used in financing activities 812,589 233,584
Net increase / (decrease) in cash and cash
equivalents 4,693 46,886
Cash and cash equivalents at the beginning of the
period 222,356 176,148
Effect of exchange rate fluctuations (1,132) (678)
Reclassification to (-) / from held for sale (3,757) 0
Cash and cash equivalents at the end of the period 222,160 222,356

The consolidated cash flow statement should be read in conjunction with the accompanying notes.

6. SEGMENT REPORTING

The chief operating decision maker is the person that allocates resources to and assesses the performance of the operating segments. The Group has determined that its chief operating decision-maker is the chief executive officer (CEO) of the Company. He allocates resources to and assesses the performance at business line and country level.

The segmentation for segment reporting within VGP is primarily by business line and secondly by geographical region.

6.1. Business lines

For management purpose, the Group also presents financial information according to management breakdowns, based on these functional allocations of revenues and costs. These amounts are based on a number of assumptions, and accordingly are not prepared in accordance with IFRS audited consolidated financial statements of VGP NV for the years ended 31 December 2021 and 2020.

As the First Joint Venture reached its investment capacity, Allianz and VGP entered into a new joint venture agreement in December 2021 with a view to establish a new Fourth Joint Venture. The Fourth Joint Venture will become effective at the moment of its first closing, currently expected to occur during the second half of 2022. Consequently, such Fourth Joint Venture was not reflected in the business lines at year-end.

To allow VGP to acquire land plots on prime locations for future development, the Group entered into two additional strategic partnerships during 2021, i.e. in (i) a 50:50 joint venture with VUSA (the VGP Park Belartza Joint Venture), and (ii) a 50:50 joint venture with Revikon (the VGP Park Siegen Joint Venture).

Consequently, as from 2021 onwards the business lines have been amended to take these new two new development joint ventures into consideration.

Investment business

The Group's investment or so-called rental business consists of operating profit generated by the completed and leased out projects of the Group's portfolio and the proportional share of the operating profit (excluding net valuation gains) of the completed and leased out projects of the Joint Ventures' portfolio. Revenues and expenses allocated to the rental business unit include 10% of the Group's property operating expenses; other income; other expenses, after deduction of expenses allocated to property development; and share in result of the joint ventures, excluding any revaluation result.

Property development

The Group's property development business consists of the net development result on the Group's development activities. Valuation gains (losses) on investment properties outside the First, Second and Fourth Joint Venture perimeter i.e. Latvia and Serbia are excluded, as they are assumed to be non-cash generating, on the basis that these assets are assumed to be kept in the Group's own portfolio for the foreseeable future. In addition, 90% of total property operating expenses are allocated to the property development business, as are administration expenses after rental business and property management expenses.

Property and asset management

Property and asset management revenue includes asset management, property management and facility management income. Associated operating, administration and other expenses include directly allocated expenses from the respective asset management, property management and facility management service companies. The administrative expenses of the Czech and German property management companies have been allocated on a 50:50 basis between the rental business and the property and asset management business.

Breakdown summary of the business lines

In thousands of € 2021 2020
Investment EBITDA 67,454 55,452
Property development EBITDA 552,341 342,536
Property management and asset management EBITDA 14,326 9,342
Total operating EBITDA 634,121 407,330
In thousands of € For the year ended 31 December 2021
Property
and asset
Investment Development management Total
Gross rental income 17,618 - - 17,618
Property operating expenses (222) (1,997) - (2,219)
Net rental income 17,396 (1,997) - 15,399
Joint venture management fee income - - 21,303 21,303
Net valuation gains / (losses) on investment
properties destined to the joint ventures
- 592,772 - 592,772
Administration expenses (4,270) (38,434) (6,977) (49,681)
Share of joint ventures' adjusted operating profit
after tax ¹
54,328 - - 54,328
Operating EBITDA 67,454 552,341 14,326 634,121
Other expenses (5,000)
Depreciation and amortisation (28) (2,334) (74) (2,436)
Earnings before interest and tax 67,426 550,007 14,252 626,685
Net finance costs - Own (12,653)
Net finance costs - Joint ventures and associates 0 0 0 (15,987)
Profit before tax 598,045
Current income taxes - Own (232)
Current income taxes - Joint ventures and associates (2,600)
Recurrent net income 595,213
Net valuation gains / (losses) on investment
properties – other countries ²
17,491
Net valuation gains / (losses) on investment
properties - Joint ventures and associates
186,668
Net fair value gain/(loss) on interest rate swaps and
other derivatives - Joint ventures and associates
645
Deferred taxes -Own (113,613)
Deferred taxes -Joint ventures and associates (36,349)
Reported profit for the period 650,055

¹ The adjustments to the share of profit from the joint ventures (at share) are composed of € 186.7 million of net valuation gains/(losses) on investment properties, € 1.0 million of net fair value loss on interest rate derivatives and € 36.4million of deferred taxes in respect of these adjustments.

² Relates to developments in countries outside of the JV perimeters i.e. Latvia and Serbia.

In thousands of € For the year ended 31 December 2020
Property
Investment Development and asset
management
Total
Gross rental income 12,078 - - 12,078
Property operating expenses (378) (3,406) - (3,784)
Net rental income 11,700 (3,406) - 8,294
Joint venture management fee income - - 14,699 14,699
Net valuation gains / (losses) on investment
properties destined to the joint ventures
- 365,682 - 365,682
Administration expenses (2,123) (19,740) (5,357) (27,220)
Share of joint ventures' adjusted operating profit
after tax ¹
45,875 - - 45,875
Operating EBITDA 55,452 342,536 9,342 407,330
Other expenses (4,000)
Depreciation and amortisation - (1,996) (85) (2,081)
Earnings before interest and tax 55,452 340,540 9,257 401,249
Net finance costs - Own (8,592)
Net finance costs - Joint ventures and associates (19,613)
Profit before tax 373,044
Current income taxes - Own (870)
Current income taxes - Joint ventures and associates (1,792)
Recurrent net income 370,383
Net valuation gains / (losses) on investment
properties – other countries ²
679
Net valuation gains / (losses) on investment
properties - Joint ventures and associates
48,072
Net fair value gain/(loss) on interest rate swaps and
other derivatives - Joint ventures and associates
1,862
Deferred taxes -Own (38,995)
Deferred taxes -Joint ventures and associates (11,062)
Reported profit for the period 370,939

¹ The adjustments to the share of profit from the joint ventures (at share) are composed of € 48.1 million of net valuation gains/(losses) on investment properties, € 1.9 million of net fair value loss on interest rate derivatives and € 11.1million of deferred taxes in respect of these adjustments.

² Relates to developments in countries outside of the JV perimeters i.e. Latvia.

6.2 Geographical markets

This basic segmentation reflects the geographical markets in Europe in which VGP operates. VGP's operations are split into the individual countries where it is active. This segmentation is important for VGP as the nature of the activities and the customers have similar economic characteristics within those segments.

31.12.2021
In thousands of €
Gross
rental
income¹
Net
rental
income¹
Share of
joint
venture's
operating
profit
Operating
EBITDA
Investment
properties
Own
Investment
properties
JV's at
share
Capital
expenditure²
Western Europe
Germany 42,442 33,297 29,721 317,886 1,020,758 1,148,592 244,805
Spain 6,267 3,979 3,836 49,137 293,260 99,535 100,921
Austria 663 280 506 26,359 47,360 14,465 33,312
Netherland 3,445 3,072 2,426 68,180 190,156 115,987 61,449
Italy 1,476 744 598 10,710 78,770 14,300 35,252
France - (19) - (19) - - -
Portugal - (228) - 5,150 24,873 - 13,056
54,293 41,125 37,087 477,403 1,655,177 1,392,879 488,794
Central and
Eastern Europe
Czech Republic 13,507 12,529 11,765 97,861 238,596 249,989 65,284
Slovakia 2,056 1,003 1,795 40,045 154,426 36,303 68,568
Hungary 4,075 3,548 2,012 20,305 93,230 33,476 40,548
Romania 3,227 1,754 2,316 3,124 98,655 34,050 41,424
22,865 18,834 17,888 161,335 584,907 353,818 215,824
Baltics and Balkans
Estonia - - - - - - -
Latvia 2,891 2,691 - 2,558 72,840 - 15,288
Serbia 4 (51) - (213) 23,950 - 23,269
Croatia - - - - - - -
2,895 2,640 - 2,345 96,790 - 38,557
Other³ - 8,119 (647) (6,962) - 73 -
Total 80,053 70,718 54,328 634,121 2,336,874 1,746,770 743,176

¹ Includes joint venture at share.

² Capital expenditures includes additions and acquisition of investment properties and development land but does not include tenant incentives, letting fees, and capitalised interest. Capital expenditure directly incurred for the own portfolio amounts to € 719.3 million (of which € 299.1 related to land acquisition) and amounts to € 23.9 million on development properties of the First and Second Joint Venture.

³ Other includes the Group central costs and costs relating to the operational business which are not specifically geographically allocated.

31 December 2020
In thousands of €
Gross
rental
income¹
Net
rental
income¹
Share of
joint
ventures'
operating
EBITDA
Operating
EBITDA
(Incl. JV
at share)
Investment
properties
Own
Investment
properties
JV at share
Capital
expenditure²
Western Europe
Germany 33,501 27,475 27,072 313,131 506,518 935,512 294,362
Spain 3,966 2,352 2,126 21,849 140,472 75,730 44,189
Austria 602 434 504 103 13,009 12,575 755
Netherlands 2,574 1,497 127 42,496 60,414 107,590 30,348
Italy 1,053 1,424 (19) 2,515 31,164 - 21,706
Portugal - (67) - (516) 5,096 12,415 1,666
41,695 33,114 29,809 379,576 756,673 1,143,821 393,026
Central and Eastern
Europe
Czech Republic 11,713 10,900 10,729 21,775 91,147 207,745 39,087
Slovakia 1,847 1,360 1,625 5,517 46,422 30,813 13,183
Hungary 3,179 2,779 1,954 1,901 35,026 29,033 9,199
Romania 2,630 1,765 2,273 2,154 52,674 33,650 24,396
19,368 16,804 16,580 31,346 225,269 301,241 85,865
Baltics
Latvia 3,109 2,921 - 2,790 40,519 - 931
Other³ - 2,415 (515) (6,383) - - -
-
Total 64,172 55,253 45,874 407,330 1,022,461 1,445,062 479,823

¹ Includes joint venture at share.

² Capital expenditures includes additions and acquisition of investment properties and development land but does not include tenant incentives, letting fees, and capitalised interest. Capital expenditure directly incurred for the own portfolio amounts to € 416.1 million (of which € 299.1 related to land acquisition) and amounts to € 63.7 million on development properties of the First and Second Joint Venture.

³ Other includes the Group central costs and costs relating to the operational business which are not specifically geographically allocated.

7. REVENUE

In thousands of € 2021 2020
Rental income from investment properties 12,478 10,087
Straight lining of lease incentives 5,140 1,991
Total gross rental income 17,618 12,078
Property and facility management income 14,213 10,743
Development management income 7,090 3,956
Joint ventures' management fee income 21,303 14,699
Service charge income 5,334 2,781
Total revenue 44,255 29,558

The Group leases out its investment property under operating leases. The operating leases are generally for terms of more than 5 years. The gross rental income reflects the full impact of the income generating assets delivered during t 2021. During 2021 rental income included € 0.4 million of rent for the period 1 January 2021 to 15 June 2021 related to the property portfolio sold during the eighth closing with the First Joint Venture on 15 June 2021. During the year 2020 the gross rental income included (i) € 0.3 million of rent for the period 1 January 2020 to 15 October 2020 related to the property portfolio sold during the seventh closing with the First Joint Venture on 15 October 2020, and (ii) € 3.7 million of rent for the period 1 January 2020 to 16 November 2020 related to the property portfolio sold during the second closing with the Second Joint Venture 2 joint venture on 16 November 2020

At the end of December 2021, the Group (including the joint ventures) had annualised committed leases of € 256.1 million1 compared to € 185.2 million2 as at 31 December 2020.

The breakdown of future lease income on an annualised basis for the own portfolio was as follows:

In thousands of € 2021 2020
Less than one year 104,759 41,713
Between one and five years 397,792 155,977
More than five years 563,840 215,843
Total 1,066,391 413,533

1 € 151.1 million related to the JV Property Portfolio and € 105.0 million related to the Own Property Portfolio.

2 € 143.5 million related to the JV Property Portfolio and € 41.7 million related to the Own Property Portfolio..

8. NET VALUATION GAINS / (LOSSES) ON INVESTMENT PROPERTIES

In thousands of € 2021 2020
Unrealised valuation gains / (losses) on investment properties 464,478 188,863
Unrealised valuation gains / (losses) on disposal group held for sale 134,248 11,358
Realised valuation gains / (losses) on disposal of subsidiaries and
investment properties 11,535 166,140
Total 610,261 366,361

The own property portfolio, excluding development land but including the assets being developed on behalf of the Joint Ventures, is valued by the valuation expert at 31 December 2021 based on a weighted average yield of 4.64% (compared to 5.51% as at 31 December 2020) applied to the contractual rents increased by the estimated rental value on unlet space. A 0.10% variation of this market rate would give rise to a variation of the total portfolio value of € 52.3 million.

9. ADMINISTRATION EXPENSES

In thousands of € 2021 2020
Wages and salaries (22,441) (9,876)
Audit, legal and other advisors (19,810) (15,593)
Other administrative expenses (7,430) (1,751)
Depreciation (2,431) (2,076)
Total (52,112) (29,296)

Increase in wages, salaries and other advisors mainly relate additional set up of variable remuneration and LTIP accruals in an amount of € 16.0 million for the year ended 31 December 2021.

The other administrative expenses include € 3.5 million of travel costs. Such costs were included under property operating expenses in the previous year in an amount of € 1.9 million.

10. INVESTMENTS IN JOINT VENTURES

10.1. Profit from Joint Ventures

The table below presents a summary Income Statement of the Group's joint ventures with (i) Allianz Joint Ventures and the associates; and (ii) the Development Joint Ventures, all of which are accounted for using the equity method. For a detailed overview of the Joint Ventures, please refer to section Strategy – Strategic partnerships included in the first part of this annual report.

VGP NV holds 50% directly in all Joint Ventures and holds another 5.1% in the subsidiaries of the First Joint Venture (10.1% in the subsidiaries of the Fourth Joint Venture) holding assets in Germany. The Fourth Joint Venture – which is intended to replace the investment capacity of the First Joint Venture – will only become effective as from its first closing, currently expected to take place during the second half of 2022, and consequently the below mentioned table does not include the Fourth Joint Venture.

In thousands of € VGP
European
Logistics
(excl.
minorities)
at 100%
VGP
European
Logistics 2
at 100%
VGP Park
München
at 100%
Development
Joint
Ventures
at 100 %
Joint
Ventures
at 50%
VGP
European
Logistics
German
Asset
Companies
at 5.1%
2021
Gross rental income 92,432 23,021 3,152 - 59,302 3,132 62,435
Property Operating
expenses
- underlying property
operating expenses
(1,157) (1,064) (56) 45 (1,116) (34) (1,150)
- property management
fees
(7,913) (2,814) (626) - (5,676) (289) (5,966)
Net rental income 83,362 19,143 2,470 45 52,510 2,809 55,319
Net valuation gains /
(losses) on investment
properties
304,442 46,771 - - 175,606 11,063 186,670
Administration
expenses
(1,474) (274) (89) (73) (955) (40) (995)
Operating profit 386,330 65,640 2,381 (28) 227,161 13,832 240,994
Net financial result (21,423) (7,955) 493 (231) (14,558) (784) (15,342)
Taxes (62,623) (14,175) 2,944 - (36,927) (2,022) (38,949)
Profit for the period 302,283 43,510 5,818 (259) 175,676 11,027 186,703
In thousands of € VGP
European
Logistics
(excl.
minorities)
at 100%
VGP
European
Logistics 2
at 100%
VGP Park
München
at 100%
Development
Joint
Ventures
at 100 %
Joint
Ventures
at 50%
VGP
European
Logistics
German
Asset
Companies
at 5.1%
2020
Gross rental income 84,896 12,251 1,283 - 49,215 2,880 52,095
Property Operating
expenses
- underlying property
operating expenses
(419) (730) (154) (48) (675) (11) (687)
- property management
fees
(6,850) (1,311) (241) - (4,201) (246) (4,447)
Net rental income 77,626 10,210 888 (48) 44,338 2,624 46,962
Net valuation gains /
(losses) on investment
properties
82,403 5,847 - - 44,125 3,947 48,072
Administration
expenses
(1,440) (327) (75) (270) (1,056) (36) (1,092)
Operating profit 158,589 15,730 813 (318) 87,407 6,535 93,942
Net financial result (24,855) (6,054) (2,878) - (16,893) (857) (17,751)
Taxes (20,909) (2,864) (195) - (11,984) (869) (12,853)
Profit for the period 112,826 6,812 (2,260) (318) 58,530 4,808 63,338
First Joint
Venture
(excl.
minorities)
Second
Joint
Venture
Third Joint
Venture
Development
Joint
Ventures
Joint
Ventures
First Joint
Venture's
German
Asset
Companies
In thousands of € at 100% at 100% at 100% at 100 % at 50% at 5.1% 2021
Investment properties 2,215,851 451,500 551,441 105,322 1,662,057 84,713 1,746,770
Other assets 41 54 3,531 75 1,850 - 1,851
Total non-current
assets
2,215,892 451,554 554,972 105,397 1,663,908 84,713 1,748,620
Trade and other
receivables
10,920 8,044 5,257 1,247 12,734 395 13,129
Cash and cash
equivalents
59,747 19,192 16,691 421 48,025 1,836 49,862
Total current assets 70,667 27,236 21,948 1,668 60,760 2,231 62,990
Total assets 2,286,560 478,790 576,920 107,065 1,724,667 86,943 1,811,611
Non-current financial
debt
892,941 239,304 271,522 53,774 728,771 35,325 764,095
Other non-current
financial liabilities
399 (15) - - 192 - 192
Other non-current
liabilities
6,158 2,709 - 950 4,909 141 5,049
Deferred tax liabilities 207,402 40,578 2,408 583 125,486 7,331 132,816
Total non-current
liabilities
1,106,901 282,576 273,930 55,307 859,357 42,796 902,153
Current financial debt 23,588 5,033 - - 14,310 744 15,055
Trade debts and other
current liabilities
18,505 7,203 41,459 4,604 35,885 402 36,288
Total current
liabilities
42,093 12,236 41,459 4,604 50,196 1,146 51,342
0
Total liabilities 1,148,994 294,812 315,389 59,911 909,553 43,942 953,495
Net assets 1,137,566 183,978 261,531 47,154 815,114 43,001 858,116

10.2. Summarised balance sheet information in respect of Joint Ventures

In thousands of € VGP
European
Logistics
(excl.
minorities)
at 100%
VGP
European
Logistics 2
at 100%
VGP Park
München
at 100%
LPM
at 100 %
Joint
Ventures
at 50%
VGP
European
Logistics
German
Asset
Companies
at 5.1%
2020
Investment properties 1,847,545 403,423 418,918 80,496 1,375,191 69,871 1,445,062
Other assets 353 113 - - 233 19 252
Total non-current
assets
1,847,898 403,536 418,918 80,496 1,375,424 69,890 1,445,314
Trade and other
receivables
11,372 8,157 8,451 24 14,002 449 14,451
Cash and cash
equivalents
56,724 17,284 14,368 15 44,196 1,945 46,140
Total current assets 68,096 25,441 22,819 39 58,198 2,394 60,591
Total assets 1,915,995 428,977 441,737 80,535 1,433,622 72,283 1,505,905
Non-current financial
debt
898,911 245,188 165,528 49,779 679,703 34,574 714,277
Other non-current
financial liabilities
1,537 108 - - 823 - 823
Other non-current
liabilities
6,819 2,561 1,727 - 5,553 164 5,718
Deferred tax liabilities 143,377 27,749 1,821 - 86,474 5,165 91,638
Total non-current
liabilities
1,050,644 275,606 169,076 49,779 772,552 39,903 812,456
Current financial debt 22,509 3,532 - - 13,020 707 13,728
Trade debts and other
current liabilities
17,888 9,370 16,947 4,750 24,477 471 24,949
Total current
liabilities
40,396 12,902 16,947 4,750 37,498 1,179 38,676
Total liabilities 1,091,040 288,508 186,023 54,529 810,050 41,082 851,132
Net assets 824,955 140,469 255,714 26,006 623,572 31,201 654,773

VGP entered into four 50:50 joint ventures with Allianz which are set up according to a similar structure. The First Joint Venture recorded one closing during the year. On 15 June 2021, the First Joint Venture completed its eighth and final closing, whereby the First Joint Venture acquired 4 logistic buildings, including 2 buildings in a new VGP parks and another 2 newly completed buildings (in parks which were previously transferred to the First Joint Venture). Following this closing the First Joint Venture reached its expanded investment target. The First Joint Venture will maintain its existing portfolio with VGP, continuing to act as property, facility and asset manager.

As the First Joint Venture reached its investment capacity, Allianz and VGP entered into a new joint venture agreement in December 2021 with a view to establish a new Fourth Joint Venture. The Fourth Joint Venture will become effective at the moment of its first closing, currently expected to occur during the second half of 2022. The Fourth Joint Venture's objective is to build a platform of new, grade A logistics and industrial properties with a key focus on expansion within the same geographical scope as the First Joint Venture, i.e. core German markets and high growth CEE markets (of Hungary, the Czech Republic and the Slovak Republic), with the aim of delivering stable income-driven returns with potential for capital appreciation.

To allow VGP to acquire land plots on prime locations for future development, the Group has entered into three strategic partnerships, i.e. in (i) a 50:50 joint venture with Roozen (the LPM Joint Venture) entered into during 2020, (ii) a 50:50 joint venture with VUSA (the VGP Park Belartza Joint Venture), and a 50:50 joint venture with Revikon (the VGP Park Siegen Joint Venture) both entered into during 2021. The Group considers these Development Joint Ventures as an add-on source of land sourcing for land plots which would otherwise not be accessible to the Group.

The Joint Ventures' property portfolio, excluding development land and buildings being constructed by VGP on behalf of the Joint Ventures, is valued at 31 December 2021 based on a weighted average yield of 4.28 %1 (compared to 4.76% as at 31 December 2020). A 0.10% variation of this market rate would give rise to a variation of the Joint Venture portfolio value (at 100%) of € 79.2 million.

The (re)valuation of the First and Second Joint Ventures' portfolio was based on the appraisal report of the property expert Jones Lang LaSalle.

10.3. Other non-current receivables

in thousands of € 2021 2020
Shareholder loans to First Joint Venture 42,183 51,672
Shareholder loans to Second Joint Venture 15,963 15,351
Shareholder loans to Third Joint Venture 135,908 82,911
Shareholder loans to Development Joint Ventures 52,940 29,030
Shareholder loans to associates (subsidiaries of First Joint Venture) 16,976 17,871
Construction and development loans to subsidiaries of First Joint Venture 36,769 32,507
Construction and development loans to subsidiaries of Second Joint Venture 46,192 37,226
Construction and development loans reclassified as assets held for sale (82,961) (69,733)
Other non-current receivables 935 67,203
Total 264,905 264,038

Other non-current receivables relate to non-current balance due by the shareholder of the LPM Joint Venture. The 2020 balance related to the non-current balance due by Allianz Real Estate in respect of the acquisition of VGP Park München and which shall become payable by Allianz Real Estate in different instalments based on the completion dates of the respective buildings. As it is expected that these buildings will be completed during the second half of 2022 the this balance balance was reclassified as Other current receivables in 2021.

10.4. Investments in joint ventures and associates

in thousands of € 2021 2020
As at 1 January 654,773 387,246
Additions 23,770 211,091
Result of the year 186,703 63,338
Repayment of equity (7,130) (6,902)
As at the end of the period 858,116 654,773

1 The First and Second Joint Venture have been valued by an independent valuation expert. The valuation of the Third Joint Venture is based on the agreed proportional purchase price with Allianz Real Estate. The LPM Joint Venture and VGP Park Belartza Joint Venture only hold development land and hence have been excluded from the weighted average yield calculation.

11. NET FINANCIAL RESULT

In thousands of € 2021 2020
Bank and other interest income - 2
Interest income - loans to joint venture and associates 12,318 9,292
Other financial income 4 25
Financial income 12,322 9,319
Bond interest expense (31,251) (24,706)
Bank interest expense – variable debt (2,825) (1,871)
Interest capitalised into investment properties 13,212 11,881
Net foreign exchange expenses (786) (282)
Other financial expenses (3,326) (2,933)
Financial expenses (24,976) (17,911)
Net financial costs (12,654) (8,592)

12. EARNINGS PER SHARE

12.1. Earnings per ordinary share (EPS)

In number 2021 2020
Weighted average number of ordinary shares (basic) 20,696,064 19,960,099
Dilution - -
Weighted average number of ordinary shares (diluted) 20,696,064 19,960,099
In thousands of € 2021 2020
Result for the period attributable to the Group and to ordinary
shareholders 650,055 370,939
Earnings per share (in €) - basic 31.41 18.58
Earnings per share (in €) - diluted 31.41 18.58

12.2. EPRA NAV's - EPRA NAV's per share

In October 2019, the EPRA published its new Best Practice Recommendations which set out the financial indicators listed real estate companies should disclose so as to provide more transparency across the European listed sector. The EPRA NAV and EPRA NNNAV were consequently replaced by three new Net Asset Value indicators: Net Reinstatement Value (NRV), Net Tangible Assets (NTA) and Net Disposal Value (NDV). The EPRA NAV indicators are obtained by adjusting the IFRS NAV in such a way that stakeholders get the most relevant information about the fair value of assets and liabilities. The three different EPRA NAV indicators are calculated on the basis of the following scenarios:

  • (i) Net Reinstatement Value: based on the assumption that entities never sell assets and aims to reflect the value needed to build the entity anew. The purpose of this indicator is to reflect what would be required to reconstitute the company through the investment markets based on the current capital and financing structure, including Real Estate Transfer Taxes. EPRA NRV per share refers to the EPRA NRV based on the number of shares in circulation as at the balance sheet date. See www.epra.com.
  • (ii) Net Tangible Assets: assumes that entities buy and sell assets, thereby realising certain levels of deferred taxation. This pertains to the NAV adjusted to include property and other investments at fair value and to exclude certain items that are not expected to be firmly established in a business model with long-term investment properties. EPRA NTA per share refers to the EPRA NTA based on the number of shares in circulation as at the balance sheet date. See www.epra.com.
  • (iii) Net Disposal Value: provides the reader with a scenario of the sale of the company's assets leading to the realization of deferred taxes, financial instruments and certain other adjustments. This NAV should not be considered a liquidation NAV as in many cases the fair value is not equal to the liquidation value. The EPRA NDV per share refers to the EPRA NDV based on the number of shares in circulation as at the balance sheet date. See www.epra.com.
31 December 2021 EPRA NRV EPRA NTA EPRA NDV EPRA NAV EPRA NNNAV
In thousands of €
IFRS NAV 2,175,565 2,175,565 2,175,565 2,175,565 2,175,565
IFRS NAV per share (in euros) 99.65 99.65 99.65 99.65 99.65
NAV at fair value (after the exercise of
options, convertibles and other equity)
2,175,565 2,175,565 2,175,565 2,175,565 2,175,565
To exclude:
Deferred tax 160,176 160,176 - 160,176 -
Intangibles as per IFRS balance sheet - (1,051) - -
Subtotal 2,335,741 2,334,690 2,175,565 2,335,741 2,175,565
Fair value of fixed interest rate debt - - (7,470) - (7,470)
Real estate transfer tax 63,285 - - - -
NAV 2,399,026 2,334,690 2,168,095 2,335,741 2,168,095
Number of shares 21,833,050 21,833,050 21,833,050 21,833,050 21,833,050
NAV / share (in euros) 109.88 106.93 99.30 106.98 99.30
31 December 2020 EPRA NRV EPRA NTA EPRA NDV EPRA NAV EPRA NNNAV
In thousands of €
IFRS NAV 1,305,737 1,305,737 1,305,737 1,305,737 1,305,737
IFRS NAV per share (in euros) 63.44 63.44 63.44 63.44 63.44
NAV at fair value (after the exercise of
options, convertibles and other equity)
1,305,737 1,305,737 1,305,737 1,305,737 1,305,737
To exclude:
Deferred tax 48,770 48,770 - 48,770 -
Intangibles as per IFRS balance sheet - (557) - -
Subtotal 1,354,507 1,353,950 1,305,737 1,354,507 1,305,737
Fair value of fixed interest rate debt - - (8,021) - (8,021)
Real estate transfer tax 25,019 - - - -
NAV 1,379,526 1,353,950 1,297,716 1,354,507 1,297,716
Number of shares 20,583,050 20,583,050 20,583,050 20,583,050 20,583,050
NAV / share (in euros) 67.02 65.78 63.05 65.81 63.05

13. INVESTMENT PROPERTIES

2021
Under Development
In thousands of € Completed Construction land Total
As at 1 January 166,410 456,681 297,060 920,151
Capex 163,678 231,983 24,499 420,160
Acquisitions - 17,935 281,211 299,146
Capitalised interest 777 12,435 - 13,212
Capitalised rent free and agent's fee 7,995 2,045 676 10,716
Sales and disposals (36,419) - - (36,419)
Transfer on start-up of development - 177,545 (177,545) -
Transfer on completion of development 318,947 (318,947) - -
Net gain from value adjustments in
investment properties 124,443 436,253 12,457 573,153
Reclassification to held for sale (183,100) (160,770) (3,735) (347,605)
As at 31 December 562,730 855,160 434,624 1,852,514
2020
In thousands of € Under Development
Completed Construction land Total
As at 1 January 94,056 338,266 360,623 792,945
Capex 67,452 201,226 7,353 276,031
Acquisitions - 9,851 130,256 140,107
Capitalised interest 3,902 7,934 45 11,881
Capitalised rent free and agent's fee 3,245 2,351 32 5,628
Sales and disposals (191,596) (292,107) (10,083) (493,786)
Transfer on start-up of development - 193,574 (193,574) -
Transfer on completion of development 155,018 (155,018) - -
Net gain from value adjustments in 36,477 150,604 2,408 189,489
investment properties
Reclassification to held for sale (2,144) - - (2,144)
As at 31 December 166,410 456,681 297,060 920,151

As at 31 December 2021 investment properties totalling € 30.8 million (same as at 31 December 2020) were pledged in favour the Group's banks.

14. CASH FLOW FROM DISPOSAL OF SUBSIDIARIES AND INVESTMENT PROPERTIES

In thousands of € 2021 2020
Investment property 54,496 608,483
Trade and other receivables 678 16,011
Cash and cash equivalents 2,172 24,057
Non-current financial debt 0 -
Shareholder Debt (41,658) (372,515)
Other non-current financial liabilities (502) (2,229)
Deferred tax liabilities (2,192) (31,459)
Trade debts and other current liabilities (1,108) (26,637)
Total net assets disposed 11,886 215,711
Realised valuation gain on sale 12,136 167,111
Total non-controlling interest retained by VGP (1,108) (1,989)
Shareholder loans repaid at closing 40,362 313,415
Equity contribution (11,457) (191,454)
Total consideration 51,819 502,794
Consideration to be received - Third Joint Venture (73,093)
Consideration paid in cash 51,819 429,701
Cash disposed (2,172) (24,057)
Net cash inflow from divestments of subsidiaries and investment
properties 49,647 405,644

The cash flow from disposal of subsidiaries and investment properties relate to the different closings with the Allianz Joint Ventures. In 2021 an eight closing of the First Joint Venture took place.

15. SUPPLEMENTARY NOTES 15.1Income statement, proportionally consolidated

The table below includes the proportional consolidated income statement interest of the Group in the Joint Ventures. The interest held directly by the Group (5.1%) in the German asset companies of the Joint Ventures have been included in the 50% Joint Ventures' figures (share of VGP).

2021 2020
In thousands of € Group Joint
Ventures
Total Group Joint
Ventures
Total
Gross rental income 17,618 62,435 80,053 12,078 52,095 64,173
Property operating expenses (2,219) (7,116) (9,335) (3,784) (5,133) (8,917)
Net rental and related income 15,399 55,319 70,718 8,294 46,962 55,256
Joint venture management fee
income
21,303 0 21,303 14,699 - 14,699
Net valuation gains / (losses) on
investment properties
610,261 186,670 796,931 366,361 48,072 414,433
Administration expenses (52,112) (995) (53,107) (29,296) (1,092) (30,388)
Other expenses (5,000) 0 (5,000) (4,000) - (4,000)
Operating profit / (loss) 589,851 240,994 830,845 356,058 93,942 450,000
Net financial result (12,654) (15,342) (27,996) (8,593) (17,751) (26,344)
Taxes (113,845) (38,949) (152,794) (39,865) (12,853) (52,718)
Profit for the period 463,352 186,703 650,055 307,600 63,338 370,938

15.2 Balance sheet, proportionally consolidated

The table below includes the proportional consolidated balance sheet interest of the Group in the Joint Ventures. The interest held directly by the Group (5.1%) in the German asset companies of the Joint Ventures have been included in the 50% Joint Ventures' figures (share of VGP).

2021 2020
In thousands of € Group Joint
Ventures
Total Group Joint
Ventures
Total
Investment properties 1,852,514 1,746,770 3,599,284 920,151 1,445,062 2,365,213
Investment properties included in
assets held for sale
484,360 - 484,360 102,309 - 102,309
Total investment properties 2,336,874 1,746,770 4,083,644 1,022,460 1,445,062 2,467,522
Other assets 300,050 1,851 301,901 283,325 252 283,575
Total non-current assets 2,636,924 1,748,620 4,385,544 1,305,785 1,445,314 2,751,097
Trade and other receivables 148,022 13,129 161,151 44,828 14,451 59,279
Cash and cash equivalents 222,160 49,862 272,022 222,356 46,140 268,496
Disposal group held for sale 17,517 - 17,517 - - -
Total current assets 387,699 62,990 450,689 267,184 60,591 327,775
Total assets 3,024,623 1,811,611 4,836,234 1,572,969 1,505,905 3,078,872
Non-current financial debt 1,340,609 764,095 2,104,704 748,796 714,277 1,463,073
Other non-current financial
liabilities
- 192 192 - 823 823
Other non-current liabilities 32,459 5,049 37,508 10,461 5,718 16,179
Deferred tax liabilities 112,295 132,816 245,111 43,813 91,638 135,451
Total non-current liabilities 1,485,363 902,153 2,387,516 803,070 812,456 1,615,526
-
Current financial debt 44,147 15,055 59,202 34,468 13,728 48,196
Trade debts and other current
liabilities
107,510 36,288 143,798 77,725 24,949 102,677
Liabilities related to disposal group
held for sale
70,154 - 70,154 6,742 - 6,742
Total current liabilities 221,811 51,342 273,153 118,935 38,676 157,614
Total liabilities 1,707,174 953,495 2,660,669 922,005 851,132 1,773,140
Net assets 1,317,449 858,116 2,175,565 650,964 654,773 1,305,737

GLOSSARY OF TERMS

Allianz or Allianz Real Estate

Means, (i) in relation to the First Joint Venture, Allianz AZ Finance VII Luxembourg S.A., SAS Allianz Logistique S.A.S.U. and Allianz Benelux SA (all affiliated companies of Allianz Real Estate GmbH) taken together, (ii) in relation to the Second Joint Venture, Allianz AZ Finance VII Luxembourg S.A., (iii) in relation to the Third Joint Venture, Allianz Pensionskasse A.G., Allianz Versorgungskasse Versicherungsverein A.G., Allianz Lebensversicherungs A.G. and Allianz Private Krankenversicherungs A.G., and (iv) in relation to the Fourth Joint Venture, Allianz Finance IX Luxembourg S.A. and YAO NEWREP Investments S.A.;

Allianz Joint Ventures or AZ JV

Means either and each of (i) the First Joint Venture; (ii) the Second Joint Venture; (iii) the Third Joint Venture; and (iv) the Fourth Joint Venture;

AZ JVA(s) or Allianz Joint Venture Agreement(s)

Means either and each of (i) the joint venture agreement made between Allianz and the VGP NV in relation to the First Joint Venture; (ii) the joint venture agreement made between Allianz and the VGP NV in relation to the Second Joint Venture; (iii) the joint venture agreement made between Allianz and the VGP NV in relation to the Third Joint Venture; and (iv) the joint venture agreement made between Allianz and the VGP NV in relation to the Fourth Joint Venture;

Annualised committed leases or annualised rent income

The annualised committed leases or the committed annualised rent income represents the annualised rent income generated or to be generated by executed lease – and future lease agreements.

Associates

Means either and each of the subsidiaries of the First Joint Venture or Fourth Joint Venture in which VGP NV holds a direct 5.1% (10.1%) participation,

Apr-23 Bond

the € 150 million fixed rate bond maturing on 2 April 2023 which carries a coupon of 2.75% per annum (listed on the regulated market of Euronext Brussels with ISIN Code: BE0002677582 – Common Code: 208152149).

Apr-29 Bond

Means the € 600 million fixed rate bond maturing on 8 April 2029 which carries a coupon of 1.50% per annum (listed on the Euro MFT Market in Luxembourg with ISIN Code: BE6327721237 – Common Code: 232974028.

Belgian Code of Companies and Associations

means the Belgian Code of Companies and Associations dated 23 March 2019 (Wetboek van vennootschappen en verenigingen/Code des sociétés et associations), as amended or restated from time to time.

Belgian Corporate Governance Code

Drawn up by the Corporate Governance Commission and including the governance practices and provisions to be met by companies under Belgian Law which shares are listed on a regulated market (the"2020 Code"). The Belgian Corporate Governance Code is available online at www.corporategovernancecommittee.be.

Break

First option to terminate a lease.

Contractual rent

The gross rent as contractually agreed in the lease on the date of signing.

Contribution in kind

The non-cash assets contributed to a company at the time of formation or when the capital is increased.

Dealing Code

The code of conduct containing rules that must be complied with by the members of the Board of Directors, the members of executive management, and all employees of the VGP Group, who by virtue of their position, possess information they know or should know is insider information.

Derivatives

As a borrower, VGP wishes to protect itself from any rise in interest rates. This interest rate risk can be partially hedged by the use of derivatives (such as interest rate swap contracts).

Development Joint Venture(s)

Means either and each of (i) the LPM Joint Venture; (ii) the VGP Park Belartza Joint Venture; and (iii) the VGP Park Siegen Joint Venture.

Development JVA(s)

Means either and each of (i) the joint venture agreement made between Roozen and VGP in relation to the LPM Joint Venture; (ii) the joint venture agreement made between Revikon and VGP in relation to the VGP Park Siegen Joint Venture; and (iii) the joint venture agreement made between VUSA and the VGP in relation to the VGP Park Belartza Joint Venture

Discounted cash flow

This is a valuation method based on a detailed projected revenue flow that is discounted to a net current value at a given discount rate based on the risk of the assets to be valued.

EPRA

The European Public Real Estate Association, a real estate industry body, which has issued Best Practices Recommendations Guidelines in order to provide consistency and transparency in real estate reporting across Europe.

Equivalent yield (true and nominal)

Is a weighted average of the net initial yield and reversionary yield and represents the return a property will produce based upon the timing of the income received. The true equivalent yield assumes rents are received quarterly in advance. The nominal equivalent assumes rents are received annually in arrears.

Estimated rental value ("ERV")

Estimated rental value (ERV) is the external valuers' opinion as to the open market rent which, on the date of valuation, could reasonably be expected to be obtained on a new letting or rent review of a property.

Exit yield

Is the capitalisation rate applied to the net income at the end of the discounted cash flow model period to provide a capital value or exit value which an entity expects to obtain for an asset after this period.

Fair value

Means the amount for which an asset could be exchanged between knowledgeable, willing parties in an arm's length transaction, as defined in IAS 40. In addition, market value must reflect current rental agreements, the reasonable assumptions in respect of potential rental income and expected costs;

First Joint Venture

VGP European Logistics S.à r.l., the 50:50 joint venture between VGP and Allianz.

Fourth Joint Venture

VGP European Logistics 3 S.a .r.l. (currently named VGP DEU 44 S.a .r.l.), the future 50:50 joint venture between the Issuer and Allianz.

FSMA

Means the Financial Services and Markets Authority (Autoriteit voor Financiële Diensten en Markten / Autorité des services et marchés financiers).

Gearing ratio

Is a ratio calculated as consolidated net financial debt divided by total equity and liabilities or total assets.

IAS/IFRS

International Accounting Standards / International Financial Reporting Standards. The international accounting standards drawn up by the International Accounting Standards Board (IASB), for the preparation of financial statements.

Indexation

The rent is contractually adjusted annually on the anniversary of the contract effective date on the basis of the inflation rate according to a benchmark index in each specific country.

Insider information

Any information not publicly disclosed that is accurate and directly or indirectly relates to one or more issuers of financial instruments or one or more financial instruments and that, if it were publicly disclosed, could significantly affect the price of those financial instruments (or financial instruments derived from them).

Investment value

The value of the portfolio, including transaction costs, as appraised by independent property experts

Joint Ventures

means either and each of (i) the Allianz Joint Ventures; and (ii) the Development Joint Ventures.

Jul-24 Bond

Means the € 75 million fixed rated bond maturing on 6 July 2024 which carries a coupon of 3.25% per annum (listed on the regulated market of Euronext Brussels with ISIN Code: BE0002287564 – Common Code: 163738783.

JVA(s) or Joint Venture Agreement(s)

Means either and each of (i) the Allianz Joint Venture Agreements and; (ii) the Development JVA's.

Lease expiry date

The date on which a lease can be cancelled.

LPM Joint Venture

Means LPM Holding B.V., the 50:50 joint venture between the Company and Roozen.

Mar-25 Bond

Means the € 80 million fixed rate bond maturing on 30 March 2025 which carries a coupon of 3.35% per annum (unlisted with ISIN Code: BE6294349194 – Common Code: 159049558).

Mar-26 Bond

Means the € 190 million fixed rate bond maturing on 19 March 2026 which carries a coupon of 3.50% per annum (listed on the regulated market of Euronext Brussels with ISIN Code: BE0002611896 – Common Code: 187793777).

Market capitalisation

Closing stock market price multiplied by the total number of outstanding shares on that date.

Net asset value

The value of the total assets minus the value of the total liabilities.

Net financial debt

Total financial debt minus cash and cash equivalents.

Net Initial Yield

Is the annualised rents generated by an asset, after the deduction of an estimate of annual recurring irrecoverable property outgoings, expressed as a percentage of the asset valuation (after notional purchaser's costs).

Occupancy rate

The occupancy rate is calculated by dividing the total leased out lettable area (m²) by the total lettable area (m²) including any vacant area (m²).

Prime yield

The ratio between the (initial) contractual rent of a purchased property and the acquisition value at a prime location.

Project management

Management of building and renovation projects. VGP employs an internal team of project managers who work exclusively for the company.

Property expert

Independent property expert responsible for appraising the property portfolio.

Property portfolio

The property investments, including property for lease, property investments in development for lease, assets held for sale and development land.

Reversionary Yield

Is the anticipated yield, which the initial yield will rise to once the rent reaches the ERV and when the property is fully let. It is calculated by dividing the ERV by the valuation.

Revikon

Means Revikon GmbH.

Roozen or Roozen Landgoederen Beheer

Means in relation to the LPM Joint Venture, Roozen Landgoederen Beheer B.V.

Second Joint Venture

VGP European Logistics 2 S.a r.l., the 50:50 joint venture between VGP and Allianz.

Take-up

Letting of rental spaces to users in the rental market during a specific period.

Third Joint Venture

VGP Park Mu nchen GmbH, the 50:50 joint venture between VGP and Allianz.

VGP Park Belartza Joint Venture

Means Belartza Alto SXXI, S.L, the 50:50 joint venture between the Company and VUSA.

VGP Park Moerdijk or LPM joint venture

Means the LPM Joint Venture.

VGP Park München or VGP Park München joint venture

Means the Third Joint Venture.

VGP Park Siegen Joint Venture

Means Grekon 11 GmbH, the 50:50 joint venture between the Company and Revikon.

Vusa

Means Valeriano Urrutikoetxea, S.L.U.; Galdakarra XXI, S.L.; Saibigain XXI, S.L.U.; and Belartza Garaia, S.L.U.;

Weighted average term of financial debt

The weighted average term of financial debt is the sum of the current financial debt (loans and bonds) multiplied by the term remaining up to the final maturity of the respective loans and bonds divided by the total outstanding financial debt.

Weighted average term of the leases ("WAULT")

The weighted average term of leases is the sum of the (current rent and committed rent for each lease multiplied by the term remaining up to the final maturity of these leases) divided by the total current rent and committed rent of the portfolio

Weighted average yield

The sum of the contractual rent of a property portfolio to the acquisition price of such property portfolio.

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