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VGP NV

Earnings Release Feb 22, 2024

4022_er_2024-02-22_15605d67-a6ca-4e78-ae5f-13283e86b771.pdf

Earnings Release

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For the period 1 January 2023 – 31 December 2023

Regulated Information Thursday, 22 February 2024, 07:00 am CET

VGP'S FULL YEAR RESULTS 2023

Regulated Information – Inside Information

22 February 2024, 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 year ended 31 December 2023:

  • A net profit of € 87.3 million, an increase of € 209.8 million versus FY '22.
  • Executed three joint venture closings resulting in a strong net cash recycling of € 676.2 million. All transactions, including those that are committed to close in '24 have been realized or agreed at a premium versus the recognized fair value at year-end '22, resulting in a realized gain of € 59 million in '23 on the effectuated transactions.
  • Established two new joint ventures with Deka and Areim for a total gross asset value of over € 2.6 billion. Together with two closings with Allianz in H1 '23, VGP has transacted and/or secured a future pipeline of transactions of € 3 billion gross asset value. Upcoming closings in '24 expect to recycle minimum € 525 million of gross proceeds at pre-agreed pricing.
  • € 69.5 million of new and renewed leases signed year-to-date bringing the annualized committed leases at year-end to € 350.8 million1 (+ € 47.6 million compared to 31 December 2022, which is +16% y-o-y).
  • 1,933,000 m² of new development land acquired2 and 1,324,000 m² of development land deployed to support the developments started up during the year. Total secured land bank stands at 9.4 million3 at the end of 2023 representing a development potential of over 4.3 million m². Pro forma today's announced sale of LPM in '24, the total secured land bank lowers to 8.6 million m2 . Total acquisitions represent a capex of € 212.4 million and include the purchase of some iconic land plots in the vicinity of Paris and Frankfurt.
  • 24 projects delivered during the year representing 641,000 m², or € 42.3 million in additional annual rent (of which 12 projects totalling 330,000 m² delivered during the 2H 2023), currently 100% let. As a result, net rental income, on a look through basis4 , grew 48%, from € 107.4 million to € 159.1 million, knowing that at year-end € 304 million (€ +66 million y.o.y), or € 194.3 million on a proportional look through basis, has become cash generative.
  • 26 projects under construction representing 774,000 m² (of which 23 projects totalling 600,000 m² started up during the year) and € 51.9 million in additional annual rent once fully built and let. The pipeline under construction is 77.3% pre-let. Pre-let ratio lowered as a result of certain speculative assets that initiated construction in Q4 '23 following amongst others a decline in construction costs.
  • Property portfolio5 virtually fully let with occupancy at 99% (compared to 99 % as at 31 December 2022). 75.9 % of the completed portfolio is certified, amongst other a DGNB Platinum has been awarded for VGP Park Laatzen, the first German property developed and owned by a developer.
  • Photovoltaic (PV) capacity grew 79.9% YoY with operational capacity passing the 100 MWpmark at 101.8 MWp (vs. 56.6MWp in Dec-22). 69.0 MWp PV projects under development and a further 99.7 MWp being planned. The ongoing transition to green energy consumption in our

1 Including Joint Ventures at 100%. As at 31 December 2023 the annualized committed leases of the Joint Ventures stood at € 225.1 million.

2 Including Development Joint Ventures at 100%

3 Includes 720,000 m2 of land sold in LPM Joint Venture

4 Refer to "supplementary notes", income statement proportionally consolidated

5 Including Joint Ventures at 100%

buildings, as well as other eco-efficiency measures contributed to the four-star GRESB developer rating, the second highest among peers in the European logistics segment.

  • Solid balance sheet with € 400 million undrawn credit facility availability and lower debts of € 375 million following repayment of two bonds in April and September. Finally, VGP was able to obtain a credit facility of the European Investment Bank of € 150 million to support its renewable energy business unit. As per 5 February 2024, VGP has drawn € 135 million of the facility at an interest rate of 4.15% on a ten-year period.
  • Certain important events occurred after the balance sheet date. It concerns the sale of VGP's stake in the LPM Joint Venture in Q1 '24, whereby VGP recycled approximately € 170 million of gross proceeds. VGP also acquired its First Danish land plot located in Vejle.
  • The board of directors proposes an ordinary dividend of € 80.5 million (+ 7.3% versus last year), as well as an extraordinary € 20.5 million top-up following the record net cash recycling with the existing and new Joint Ventures in '23. This brings the total annual gross dividend to € 101 million, or € 3.70 per share.

FINANCIAL AND OPERATING HIGHLIGHTS – EXECUTIVE SUMMARY

Rental activity

As at 31 December 2023, the signed and renewed rental income amounted to € 69.5 1 million, bringing the total committed annualized rental income to € 350.8 million2 (equivalent to 6.0 million m² of lettable area), a 16% increase since December 2022. On a proportional look through basis, the total committed annualized rental income amounts to € 240 million, an increase of € 21.8 million, or 10% since 31 December 2022.

The increase was driven by 962,000 m² of new lease agreements signed, corresponding to € 44.4 million of new annualized rental income3 , whilst during the same period for a total of 257,000 m² of lease agreements were renewed and extended, corresponding to € 14.8 million of annualized rental income (of which € 13.4 million related to the joint ventures4 ). Indexation accounted for € 10.3 million in 2023 (of which € 6.3 million related to the joint ventures4 ). Terminations represented a total of € 7.2 million or 122,000 m², of which € 4.7 million within the joint ventures' portfolio4 .

1 Of which € 24.1 million in JV's and € 45.5 million in the own portfolio

2 Including Joint Ventures at 100%

3 Of which 895,000 m² (€ 40.1 million) related to the own portfolio

4 "Joint ventures" refers to VGP European Logistics, VGP European Logistics 2 and VGP Park München, all three 50:50 joint ventures with Allianz Real Estate and the Fifth Joint Venture with Deka

From a geographic perspective, Eastern Europe, mainly driven by Romania, Slovakia, the Czech Republic and Hungary, accounted for 54% of the incremental new lease agreements. Within segments, light industrial remained the biggest driver and accounted for 57%1 (€ 25.3 million, of which € 24.4 million in the own portfolio) of all new lease agreements.

The weighted average term2 of the leases stands at 7.9 years for the full portfolio, 8.9 years in the own portfolio and 7.3 years in the Joint Venture portfolio. Over 2023, VGP has successfully renewed € 14.8 million3 of annualized rental income.

At year-end 2023, € 304.3 million, or 87% of the annualized rental income has become cash generative as the leased space has been handed over to the respective tenants. Over the next twelve months another € 41.3 million will become effective as summarized in the table below.

in € mln Annualized rental
income effective
before 31/12/2023
Annualized rental
income to start within
1 year
Annualized rental
income to start
between 1- 5 years
Annualized rental
income to start
between 5 -10 years
Joint Ventures 223.4 1.7 - -
Own 80.8 39.6 4.1 1
Total 304.3 41.3 4.1 1

The top ten customers of VGP, including those of the Joint Ventures, represent € 112.2 million of annualized rental income, or 32% of the total annualized rental income. They consist of a mix of our three segments, but the largest are represented by the light industrial and e-commerce category. The weighted average lease term of the top ten customers stands at 10.27 years. Opel and Siemens are tenants currently occupying a brownfield site, which will, in time, be reconverted into a newly state of the art industrial park.

1 Based on square meters

2 Until final maturity. The weighted average term of the leases until first break stands at 7.5 years for the full portfolio, 8.5 years for own and 7.0 years for Joint Ventures portfolio

3 € 13.4 million on behalf of Joint Ventures

Construction activity

A total of 26 projects, located in 21 different VGP parks, are under construction which will create 774,000 m² of future lettable area, representing € 51.9 million of annualized leases once built and fully let – the portfolio under construction is 77.3% pre-let as of the 31st of December 2023. This is lower than previous reporting periods but is affected by a number of developments initiated in the second half of 2023 whom are at year-end 69% pre-let, the assets that have been under construction longer than 6 months (for a total of 410,000 m2 ) have a pre-let ratio of 84.3%. The group, after a period of low speculative development, felt comfortable to increase such developments on the back of decreasing construction costs allowing for attractive yield on cost returns. All projects are earmarked for at least 'BREEAM Very Good' or 'DGNB Gold'.

Projects under construction

Own portfolio VGP Park
Austria VGP Park Ehrenfeld 33,000
Austria VGP Park Laxenburg 49,500
France VGP Park Rouen 1 39,000
Germany VGP Park Koblenz 32,000
Germany VGP Park Wiesloch-Walldorf 55,000
Hungary VGP Park Budapest Aerozone 30,000
Hungary VGP Park Gyor Beta 38,000
Hungary VGP Park Kecskemét 38,000
Italy VGP Park Valsamoggia 2 (Lunga) 19,000
Portugal VGP Park Montijo 32,000
Romania VGP Park Brașov 53,000
Romania VGP Park Timisoara 3 33,000
Serbia VGP Park Belgrade - Dobanovci 77,000
Slovakia *
VGP Park Bratislava
40,000
Slovakia VGP Park Zvolen 8,000
Spain VGP Park Córdoba 7,000
Czech Republic VGP Park Prostějov* 10,000
Czech Republic VGP Park Ústí nad Labem City 29,500
Total own portfolio 623,000
*Destined for the Sixth Joint Venture (Saga) and reported as held for sale as per 31 December '23
On behalf of JV VGP Park
Czech Republic VGP Park Olomouc 3 9,000

Germany VGP Park Gießen Am alten Flughafen 68,000
Germany VGP Park Magdeburg 74,000
Total JV 151,000
Total under construction 774,000

During 2023 a total of 24 projects, in 19 different VGP Parks, were completed delivering 641,000 m² of lettable area, representing € 42.3 million of annualized committed leases, 100% let. Within the own portfolio it concerns 18 buildings for a total surface of 364,000 m², fully let (of which 4 buildings or 105,000 m² are destined for the Saga Joint Venture and reported as held for sale) and 6 buildings on behalf of the Joint Ventures totalling 277,000 m² and which are also fully let.

Projects delivered during FY2023
Own portfolio VGP Park
Austria VGP Park Graz 2 14,000
Czech Republic VGP Park České Budějovice 14,000
Czech Republic VGP Park Ústí nad Labem City 23,000
Germany VGP Park Hochheim 12,000
Hungary VGP Park Budapest Aerozone 14,000
Hungary VGP Park Kecskemét 20,000
Latvia VGP Park Tiraines 29,000
Portugal VGP Park Loures 20,000
Romania VGP Park Brașov 67,000
Romania VGP Park Bucharest 46,000
Germany VGP Park Erfurt 2* 42,000
Germany VGP Park Erfurt 3* 29,000
Germany VGP Park Halle 2* 15,000
Slovakia VGP Park Bratislava* 19,000
Total own portfolio 364,000

* assets destined for Saga Joint Venture, reported as held for sale

On behalf of JV VGP Park
Netherlands VGP Park Roosendaal
Spain VGP Park San Fernando de Henares 28,000
Germany VGP Park Gießen Am alten Flughafen 184,000
Germany VGP Park Magdeburg 45,000
Germany VGP Park Berlin Oberkrämer 11,000
Total on behalf of JV 277,000
Total delivered assets 641,000

It's expected that the assets under construction at year-end '23 will be delivered during '24.

In summary, the total portfolio now contains 248 buildings (26 buildings under construction and 222 completed buildings) for a total surface of 6.1 million m², spread over 13 countries and is 99% let.

Completed assets Assets under
construction
Total
Country Rentable
space (m²)
Number of
buildings(#)
Rentable
space (m²)
Number of
buildings (#)
Rentable
space (m²)
Number of
buildings (#)
Austria 39,000 3 83,000 3 122,000 6
France - - 39,000 1 39,000 1
Germany 2,901,000 93 229,000 6 3,130,000 99
Hungary 197,000 12 106,000 5 303,000 16
Italy 86,000 7 19,000 1 105,000 8
Latvia 134,000 4 - - 134,000 4
Netherlands 259,000 6 - - 259,000 6
Portugal 50,000 3 32,000 1 81,000 4
Romania 315,000 15 86,000 2 401,000 17
Serbia - - 77,000 2 77,000 2
Spain 389,000 21 7,000 1 397,000 22
Czechia 768,000 49 48,000 3 816,000 52
Slovakia 227,000 9 48,000 2 275,000 11
Total 5,365,000 222 774,000 26 6,139,000 248
Completed assets Assets under construction Total
Ownership Rentable
space (m²)
number of
buildings (#)
Rentable
space (m²)
number of
buildings (#)
Rentable
space (m²)
number of
buildings (#)
Own
(including on
behalf of JV)
1,609,000 52 774,000 26 2,383,000 78
JV 3,756,000 170 - - 3,756,000 170
Total 5,365,000 222 774,000 26 6,139,000 248

Land bank

VGP acquired 1,933,000 m² of development land and a further 795,000 m² has been committed, subject to permits, which brings the remaining total owned and committed land bank for development to 9.4 million m², which supports more than 4.3 million m² of future lettable area1 . In February '24, VGP sold its stake in the LPM Joint Venture, which holds 720,000 m² of development land.

Total acquisitions amounted to € 212.4 million in '23. Main acquisitions are located in Germany and France, as anticipated in VGP's equity raise in Q4 '22, a number of such opportunities were expected to come on the market in established economies in Europe. VGP has been able to secure main sites such as:

  • VGP Park Rüsselsheim, Germany, with a total surface of 703,000 m² being the biggest acquisition of the year and an unique brownfield redevelopment opportunity. The project, acquired from the Stellantis group, represents one of the largest and most central industrial property developments in Germany. VGP's vision for this acquisition involves the creation of a business park spanning approximately 350,000 m² tailored for industrial companies and small and medium-sized value-added businesses. In line with its commitment to responsible development, VGP will operate with care to optimize the benefits of the development for the local community in close coordination with the responsible authorities. The Stellantis group will lease the main part of the site for three years and a schooling center for 10 years. The annual rent amounts to € 8.1 million. During this period VGP will prepare all permitting and ancillary formalities in order to redevelop the site. The purchase price of Rüsselsheim has been fully paid for in '23.

  • VGP Park Vélizy, France, a brownfield of 194,000 m², an iconic plot in the Paris region. This was acquired from the Stellantis group and is located 8 km from the inner city of Paris, boasting an exceptional location with direct access to the outer ring road of Paris (A86). VGP plans to develop a business park of around 80,000 m² for industrial companies and small and medium-sized value-added businesses. Construction work is due to start in the second half of 2025, with the first buildings due for delivery in 2026. As with all the Group's projects, an ambitious environmental approach will be applied to this park and all buildings will achieve a BREEAM Excellent certification as a minimum.

  • VGP Park Mulhouse, France, a 21 ha brownfield, acquired from the Stellantis group and is located on part of the Stellantis site in Mulhouse, France. The Group plans to rapidly develop a modern business

1 Including Joint Ventures at 100%

park of around 100,000 m² for industrial and logistics companies. All future buildings will aim for at least BREEAM Excellent certification.

  • VGP Park Leipzig Flughafen, Germany, with a total land size of 449,000 m², allowing for over 200,000 m² of development.

  • VGP Park Wiesloch-Walldorf, Germany, with a total land size of 81,000 m², allowing for over 40,000 m² of development. Given its location, VGP intends to explore also alternative developments such as smaller and more flexible units.

  • VGP Park Rouen, France, with a total land size of 78,000 m². This acquisition completes the VGP Park Rouen, following earlier acquisitions of 243,000 m² at the same location. The complete park allows for minimum 150,000 m² of development. This was VGP's first project in France and in the meantime with a first building, fully pre-let, of 39,000 m² under construction.

In January '24, VGP has also acquired its first site in Vejle, Denmark. The site is located in the northern part of the Triangle Region, a commercially important region in the centre of Denmark. On an area of more than 175,000 m² will be developed more than 80,000 m² of semi-industrial premises which are suitable for light industry and logistics services. The site is adjacent to the highway E45, exit 61b Vejle Syd. The park will offer full-scale services including photovoltaics, on-site electric car charging and high-quality technical and sustainable features.

Finally, in February '24, VGP sold its stake for a consideration of approximately € 170 million in the LPM Joint Venture, which envisages to develop a site of 720,000 m² in the vicinity of the Port of Moerdijk in The Netherlands.

The land bank1 is equally geographically spread between Eastern (45%) and Western Europe (55%) in m2 . The largest land positions are held in Germany (20%), the Netherlands (11%)2 , Romania (11%), Serbia (10%) and Spain (9%).

In total 90% of the land bank is owned or committed by VGP for its own portfolio, whereas 10% is in co-ownership with various Joint Venture partners. It concerns mainly LPM (720,000 m²) in the Netherlands (sold in February '24), Grekon (34,000 m²) in Germany, Belartza (145,215 m²) in Spain and Ymir (52,719 m²) remaining development land in VGP Park Münich (building D).

1 Including land held by the First, Second, Third and Development Joint Ventures in amount of 1.2 million m2 .

2 Includes LPM with 720,000 m2 and has been sold in '24

Renewable Energy

The gross renewable energy income over 2023 was € 4.36 million compared to € 5.90 million over FY2022. This was driven by an increase of 70.6% in the effective production sold in FY 2023 to 44 GWh, at a lower average energy price of € 94/MWh (vs € 230/MWh in 2022).

The operational solar capacity increased significantly to 101.8 MWp1 , up 80% year-over-year which should equate to a marketable production potential of circa 85 GWh.

As of January 2024, the Group possesses a licence to use the grid and trade energy on behalf of our tenants in Germany, which will facilitate distribution of produced renewable energy across our German parks. The Group has applied for a similar licence in Romania.

As of Dec 2023, a total of 32 projects representing 69.0 MWp are under construction (of which circa half is expected to go into production during first 4 months of 2024 pending grid connection approval).

Including projects under construction the total solar power generation capacity will increase to 170.8 MWp spread over 116 roof-projects in eight countries. As at the 31st of December 2023 this represents a total aggregate investment amount of € 108 million (incl. current commitments for projects under construction).

With regards to the pipeline, an additional 93 solar power projects are in contractual/design phase (including in five additional countries) which equates to an added power generation capacity of 99.7 MWp. The current total solar portfolio, including pipeline projects, totals 270.5 MWp and is well underway towards the 300 MWp target by 2025.

1 Includes 14MWp of third-party owned systems

Update on Joint Ventures

Partnership with Allianz

Rheingold – the First Joint Venture

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) with the aim of delivering stable income-driven returns with potential for capital appreciation. The First Joint Venture aimed to increase its portfolio size (i.e. the gross asset value of the acquired income generating assets) to circa € 1.7 billion by May 2021 at the latest, via the contribution to the First Joint Venture of new logistics developments carried out by VGP. The First Joint Venture's strategy is therefore now primarily a hold strategy.

On 17th of January 2023, VGP concluded a tenth transaction with the First Joint Venture. The transaction comprised 3 logistic buildings, which are located in Germany (one) and in the Czech Republic (two). The gross asset value of the completed assets amounted to € 114.6 million and the net proceeds from this transaction amounted to € 73.5 million.

As at 31 December 2023, the First Joint Venture's property portfolio consists of 104 completed buildings representing a total lettable area of over 1,971,000 m². Although the First Joint Venture reached its expanded investment target, some add-on closings related to existing tenant extension options may still occur in the future. The First Joint Venture will maintain its existing portfolio with VGP, continuing to act as property, facility and asset manager.

Aurora – The Second Joint Venture

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 with the aim of delivering stable income-driven returns with potential for capital appreciation. The Second Joint Venture aims to increase its portfolio size to circa € 1.7 billion by July 2024 at the latest, via the contribution to the Second Joint Venture of new or recently built logistics developments carried out by VGP.

During 2023, VGP completed a fourth closing whereby, the Second Joint Venture ("VGP European Logistics 2 S.à r.l.") acquired, on 1 June 2023, 11 logistic buildings, including 5 buildings in 4 new VGP parks and another 6 newly completed buildings (in parks which were previously transferred to the Second Joint Venture), for an aggregate transaction value in excess of € 253 million and resulting into net aggregate cash proceeds of € 194.4 million.

As at 31 December 2023, the Second Joint Venture's property portfolio consists of 43 completed buildings representing a total lettable area of over 927,000 m².

Ymir – The Third Joint Venture

The Third Joint Venture was established in June 2020 with an objective to develop VGP Park München. Together, KraussMaffei – with 212,000 m² gross lettable area – and BMW –with 64,000 m² gross lettable area – occupy the existing park. The last remaining building, which is to be completed by 2026 will provide 38,000 m² gross lettable area and is an extension option for KraussMaffei until end of 2024. Once fully developed, VGP Park München will consist of five logistics buildings, two stand-alone parking houses and one office building for a total gross lettable area of ca. 314,000 m².

Since its establishment, three closings with the Third Joint Venture have occurred.

VGP received an outstanding cash consideration in an amount of € 69.1 million from Allianz in Q4 '22, with a remaining consideration of € 7.0 million (in respect of the office building) to be received, subject to the fulfilment of some closing conditions. These have been fulfilled and the remaining amount of € 7.0 million has been received in July '23.

Finally, VGP Park Munich drew its available credit facility of € 65.5 million. Following the refinancing, the entity initiated a distribution of excess cash available to their shareholders, amounting to € 86 million. Out of this amount, € 43 million was allocated to VGP in July '23. The entity expects to draw another € 84.5 million on an available credit facility within the first half of 2024.

As at 31 December 2023, the Third Joint Venture's property portfolio consists of 7 completed buildings representing a total lettable area of over 276,000 m².

Partnership with Deka

RED - the "Fifth Joint Venture"

VGP has signed 21 July 2023 a new joint venture agreement with Deka Immobilien, a prominent real estate investment company. The joint venture endeavoured that two of Deka Immobilien's public funds, Deka Westinvest InterSelect and Deka Immobilien Europa, acquire a 50% stake in five project companies owned by VGP.

The project companies own and operate five strategically located parks in Germany, namely Gießen – Am alten Flughafen, Laatzen, Göttingen 2, Magdeburg and Berlin Oberkrämer. These parks boast a portfolio of 20 buildings, generating a total annualized rental income of € 52.9 million at the time of the transaction.

The agreed gross asset value of all assets stands at over € 1.1 billion. The transaction was foreseen to be executed in three closings, with the first closing effectuated in Q3 2023. Pricing has been agreed for the full portfolio, thus including the remaining two closings which are set to materialize in H1 and H2 of '24.

To facilitate the joint venture, parties have agreed to refinance the joint venture with an approximative LTV of 30%. Consequently, VGP is set to recycle over € 700 million of cash from all closings. The first closing, encompassing 17 of the 20 buildings, generated € 393 million in net proceeds (€ 455 million gross). The remaining closings are set for H1 (two buildings) and Q3 2024 (one building), once the construction of the respective assets are completed. These closings expect to generate minimum € 250 million of gross cash proceeds.

This joint venture has been established with a long-term horizon. VGP retains asset management services in a similar scope to its existing partnerships with Allianz Real Estate.

In conclusion, the partnership between VGP and Deka Immobilien marks a significant milestone in the European real estate market. Through this joint venture, both companies are well-positioned to capitalize on the strong performance of the German property sector, fostering growth and maximizing returns for their stakeholders over the long term and recycling cash for VGP in the short term.

Partnership with Areim

Saga – The "Sixth Joint Venture"

As per 15 December 2023 VGP entered into a new Joint Venture agreement with AREIM Pan-European Logistics Fund (D) AB, or Areim, on a 50:50 basis, with the purpose of investing into VGP developed assets in Germany, Czech Republic, France, Slovakia and Hungary. The venture will utilize debt up to a loan-to-value of 35%. The investor, Areim, has committed a € 500 million equity investment. The investment period lasts until 15 December 2028, with possibilities to extend the Joint Venture by mutual agreement.

A seed portfolio has been defined and is set to transition in H1 2024, comprising of developed properties in Germany, Czech Republic and Slovakia for a total gross asset value of more than € 400 million, resulting in expected gross cash proceeds of more than € 275 million. In many ways the Joint Venture is similar to the Allianz Joint Ventures, being that the Sixth Joint Venture has a right of first refusal, but limited to all buildings of a specific development pipeline within the target countries over the investment period.

The joint venture targets a comprehensive ESG strategy, with criteria defined around EU taxonomy compliance, EPC, BREEAM standards, and more. As is the case with similar Joint Ventures, VGP will act as the asset, property and development manager of the Joint Venture.

Along with the Fifth Joint Venture, VGP has as such replaced the investment commitment of the terminated Fourth Joint Venture with Allianz.

The Development Joint Ventures

LPM – Logistics Park Moerdijk

The LPM Joint Venture was established in November 2020 with an objective to develop Logistics Park Moerdijk (Netherlands) together with the Port Authority Moerdijk on a 50:50 basis. Logistics Park Moerdijk is situated in between the Port of Rotterdam (the Netherlands) and the Port of Antwerp (Belgium) and is one of the few locations in the Netherlands where large-scale value-added logistics and value-added services distribution centres can be developed and built.

During 2023, the preparatory works, pre-loading of the land and necessary legal steps in ownership to initiate the first developments have been on-going.

In February 2024, VGP agreed on selling the project in its current status and recycled gross proceeds of ca € 170 million.

VGP Park Belartza Joint Venture

The VGP Park Belartza Joint Venture (Spain) is set up as a 50:50 joint venture with VUSA, the Bilbaobased construction company. The objective of this joint venture is to provide an additional regional source of land to the Group for land plots which would otherwise not be accessible. The VGP Park Belartza Joint Venture aims to develop ca. 35,000 m² of logistics lettable area.

The project is currently proceeding well with obtaining the necessary zoning permits.

VGP Park Siegen Joint Venture

The VGP Park Siegen Joint Venture is set up as a 50:50 joint venture with Revikon and focuses on the development of a land plot located in Siegen, Germany. During 2023, following the successful partial sale of its project last year, an equity distribution of € 3.4 million has been paid to VGP NV. The brownfield has been undergoing further demolishment works in 2023, which will continue in 2024.

Capital and liquidity position

Total cash balance as at 31 December 2023 stood at € 219.3 million1 and increased further in February 2024 with € 135 million drawdown on the new credit facility from the European Investment Bank. The gearing ratio amounts to 40.3%. The Allianz and Deka Joint Ventures, with stabilized assets, have an LTV of 34.4%, or 32.7% when taking the Development Joint Ventures also into account, who have only development land and no credit facilities in place. Pro Forma proportional LTV amounts to 47.3%2

During '23 VGP was able to recycle net € 676.2 (gross € 747.8) million from two closings with respectively the First and Second Joint venture as well as a first closing with the Fifth Joint Venture (Deka). Following the new joint venture agreements with the Fifth and Sixth Joint Venture, VGP is currently preparing three transfers in '24, two of which are set to materialize in the first half of '24 and a third closing with the Fifth Joint Venture is planned to materialize in the second half of '24. These transactions are expected to generate more than € 525 million of gross cash proceeds.

Two bonds that came to maturity, respectively in April '23 (€ 150 million) and September '23 (€ 225 million) have been fully repaid. This has lowered the average cost of debt to 2.1% at year-end. The average term of the credit facilities amounts to 4.23 years. A dividend of € 75 million has been paid out in May '23 as well.

Within '24 and '25, VGP will see two bonds of respectively € 75 million and € 80 million coming to maturity. It is currently envisaged to not refinance these and repay the bonds from available liquidity.

To date, VGP has also € 400 million of undrawn revolving credit facilities available and as per 15 December 2023, VGP Renewable Energy NV, a wholly owned subsidiary of VGP NV concluded a credit facility agreement with the European Investment Bank ("EIB") for a total amount of € 150 million. The facility will be made available along VGP's progress in its renewable energy roll out. As per 5 February 2024, VGP has drawn as such a first tranche of € 135 million. This drawdown will be repaid semi-annually as of February 2027 in 15 equal instalments. The interest rate has been fixed at 4.15%. The covenants of the facility are aligned on the conditions of the outstanding bonds.

Finally, Fitch, the credit rating agency, affirmed a BBB- rating with a stable outlook for VGP NV on 4 September '23. According to Fitch: "The rating reflects VGP's disciplined approach to property development risk from land purchase price, location and quality of product, pre-lets, development profit headroom, to building completion and when assets are monetised into pre-funded, identified joint ventures (JV). Under VGP's financial template, depending on the development profit headroom, it gets its cost-to-build outlay back in cash proceeds from monetisations. These front-end factors support a scenario of successfully attracting other JV partners as the historical Allianz JV exclusivity has changed."

Dividend

The board of directors proposes to the annual shareholders meeting an ordinary gross dividend distribution of € 3.70 per share, or € 101 million, which is composed of an ordinary gross dividend of € 2.95 per share, or € 80.5 million (an increase of 7.3% versus last year) and an extraordinary gross dividend of € 0.75 per share, or € 20.5 million as a result of the record net cash recycled with the existing and new Joint Ventures in '23.

1 Including € 9.4 million classified as disposal group held for sale

2 Adjusted for transactions with Deka, Areim, LPM and the new credit facility of EIB. Proportional LTV at 31 December 2023 amounts to 53.4%

Progress towards our Sustainable Development Goals

In the fiscal year 2023, VGP has made significant strides in both sustainability initiatives and operational achievements. Here are some highlights:

Promoting Green Energy Adoption and Expansion of Renewable Energy Initiatives

VGP has obtained registered utility status in Germany and is anticipating to achieve the same in Romania. This milestone enables the Group to leverage the existing photovoltaic projects more effectively, facilitating the distribution of green energy across VGP Parks. Furthermore, VGP has surpassed the 100 MWp-mark in operational solar capacity. With all projects in the pipeline, the Group will be able to produce more green energy than the tenants' total annual electricity consumption.

The 2023 new lease contract template requires tenants to procure green energy and building standard is based on air heat pumps (as opposed to gas-powered heating). Additionally, the implementation of a group-wide smart meter management system enhances our ability to monitor consumption patterns and identify areas for improvement.

Carbon Pricing, Supplier Engagement and CRREM1 pathway

In 2023 the Group has introduced in-house carbon pricing for project evaluation purposes whilst supplier engagement regarding embodied carbon improvements has further expanded, reinforcing our dedication to embodied carbon reduction efforts. Several initiatives have been identified to facilitate bringing our entire portfolio CRREM performance into compliance with the 1.5oC pathway, reflecting our proactive approach to addressing climate change risks.

Employee Development Initiatives

The launch of VGP Academy is to support the development and training of the Group's employees, ensuring our workforce is equipped with the necessary skills and knowledge to drive our sustainability agenda forward.

EU Taxonomy and Enhanced Green Bonds Allocation

In 2023 VGP has published a biodiversity strategy and implemented additional actions in accordance with EU Taxonomy standards, reaffirming our commitment to environmental stewardship. Furthermore, thanks to significant solar investments and certification improvements, the allocation of Green bonds for all € 1.6 billion worth of outstanding VGP Green bonds are now allocated to investments in renewables, eco-efficiency measures, and projects meeting at least BREEAM Excellent/DGNB Gold standards (previously the allocation included BREEAM Very Good).

Recognition

Building A in VGP Park Laatzen has achieved Platinum certification, marking a significant milestone as it is the first developer-led industrial property project to receive such recognition from DGNB. At the same time, the Group as a whole achieved a 4-star developer ranking in GRESB, the second-highest score for a European developer, underscoring our commitment to sustainability performance and transparency.

As of the 20th of March 2023, VGP was included in the BEL ESG index by Euronext. This index was designed to meet sustainable investment needs and tracks the twenty Brussels-listed companies demonstrating the best Environmental, Social and Governance (ESG) practices.

1 Carbon Risk Real Estate Monitor

Outlook

VGP believes to have set several milestones in 2023 that will enable solid growth in '24 and beyond. The acquisition of some very iconic land plots, on top of already a prime land bank across the regions in which VGP operates, allows to offer attractive propositions to our clients.

VGP expects to activate another € 41.3 million of annualized rental income in '24, supporting substantial growth in net rental income.

The two new Joint Ventures will ensure continuous cash recycling to finance the development pipeline and will grow our joint venture asset management services further. A minimum of € 525 million of gross cash proceeds are expected based on commitments from our new Joint Venture partners in the Fifth and Sixth Joint Venture. In '23 VGP repaid € 375 million of debts, but has only one bond of € 75 million that comes to maturity in '24. Moreover, VGP has come to an agreement in February '24 to divest its LPM Joint Venture, which generated ca € 170 million of cash proceeds. This brings the total minimum expected gross cash proceeds for '24 already to € 830 million, including the € 135 million drawdown on the new credit facility of the European Investment Bank. This covers all outstanding commitments in our property and renewable energy developments, land acquisitions, debt repayments and dividend for '24.

As always, we look forward to updating you on our progress along the way.

KEY FINANCIAL METRICS

FY 2023 FY 2022 Change (%)
Operations and results
Committed annualized rental income (€mm) 350.8 303.2 +15.7%
IFRS Operating profit (€mm) 118.8 (115.6) n.a.
IFRS net profit (€mm) 87.3 (122.5) n.a.
IFRS earnings per share (€ per share) 3.20 (5.49) n.a.
Portfolio and balance sheet 31 Dec 23 31 Dec 22 Change (%)
Portfolio value, including joint venture at 100% (€mm) 7,194 6,443 +11.7%
Portfolio value, including joint venture at share (€mm) 4,828 4,605 +4.8%
Occupancy ratio of standing portfolio (%) 98.9 98.9 0.0%
EPRA NTA per share (€ per share)1 83.10 84.35 -1.5%
IFRS NAV per share (€ per share) 81.14 80.69 +0.6%
Net financial debt (€mm) +6.5%
1,778 1,669

WEBCAST FOR INVESTORS AND ANALYSTS

VGP will host a webcast at 10:30 (CET) on 22 February 2024

Webcast link:

https://channel.royalcast.com/landingpage/vgp/20240222\_1/

Click on the link above to attend the presentation from your laptop, tablet or mobile device. The webcast will stream through your selected device.

Please join the event webcast 5-10 minutes prior to the start time

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

CONTACT DETAILS FOR INVESTORS AND MEDIA ENQUIRIES

Investor Relations Tel: +32 (0)3 289 1433
[email protected]

Karen Huybrechts (Head of Marketing) Tel: +32 (0)3 289 1432

1 See note 10.2

2 Calculated as Net debt / Total equity and liabilities

ABOUT VGP

VGP is a pan-European owner, manager and developer of high-quality logistics and semi-industrial properties as well as a provider of renewable energy solutions. VGP has a fully integrated business model with extensive expertise and many years of experience along the entire value chain. VGP was founded in 1998 as a family-owned Belgian property developer in the Czech Republic and today operates with around 368 full-time employees in 17 European countries directly and through several 50:50 joint ventures. In December 2023, the gross asset value of VGP, including the 100% joint ventures, amounted to € 7.19 billion and the company had a net asset value (EPRA NTA) of € 2.3 billion. VGP is listed on Euronext Brussels (ISIN: BE0003878957).

For more information, please visit: https://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.

FINANCIAL ACCOUNTS1

CONSOLIDATED INCOME STATEMENT For the year ended 31 December

Income Statement (in thousand of €) Note 31.12.2023 31.12.2022
Revenue2 4 113,723 84,784
Gross rental and renewable energy income 4 69,003 51,230
Net property operating expenses (5,534) (8,223)
Net rental and renewable energy income 63,469 43,007
Joint venture management fee income 4 26,925 21,537
Net valuation gains / (losses) on investment properties3 6 87,958 (97,230)
Administration expenses 7 (48,863) (33,956)
Share in result of Joint Ventures 8 (10,715) (45,927)
Other expenses - (3,000)
Operating result 118,774 (115,569)
Financial income 9 34,076 17,329
Financial expenses 9 (40,107) (44,337)
Net financial result (6,031) (27,008)
Result before taxes 112,743 (142,577)
Taxes (25,451) 20,035
Result for the period 87,292 (122,542)
Attributable to:
Shareholders of VGP NV 87,292 (122,542)
Non-controlling interests - -
Earnings Per Share4 Note 31.12.2023 31.12.2022
Basic earnings per share (in €) 10 3.20 (5.49)
Diluted earnings per share (in €) 10 3.20 (5.49)

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

3 Includes realized gains on disposals of subsidiaries of € 59 million in '23 and € 87.2 million in '22

4 Calculated based on the weighted average number of shares amounting to 22,311,583 shares as at 31 December 2022. The total issued shares at year-end 2022 and for the full year 2023 were 27,291,312 shares

Net rental income

The net rental income of VGP's own portfolio, increased to € 59.9 million for the full year 2023 compared to € 37.4 million for the full year 2022 primarily due to full impact of income generating assets delivered during 2022 and 2023.

During the year € 66.1 million of annualized rental income including the Joint Ventures at 100%, have been activated. Another € 46.5 million1 is still to be activated (upon delivery of assets), of which € 41.3 million is expected to become cash generative in the next twelve months.

Including VGP's share of the joint ventures on a "look-through" basis net rental income increased by € 52 million, or 48% compared to full year 2022 (from € 107.4 million for the period ending 31 December 2022 to € 159.1 million for the period ending 31 December 2023)2 .

Net renewable energy income

The gross renewable energy income over 2023 was € 4.36 million compared to € 5.90 million over FY2022. This was driven by an increase of 70.6% in the effective production sold in FY 2023 to 44 GWh, at a lower average energy price of €94/MWh (vs € 230/MWh in 2022).

The operational solar capacity increased significantly to 101.8 MWp3 , up 80% year-over-year which should equate to a marketable production potential of circa 85 GWh.

As of January 2024, the Group possesses a licence to use the grid and trade energy on behalf of our tenants in Germany, which will facilitate distribution of produced renewable energy across our German parks. The Group has applied for a similar licence in Romania.

As of December 2023 a total of 32 projects representing 69.0 MWp are under construction (of which circa half is expected to go into production during first 4 months of 2024 pending grid connection approval).

1 Of which € 44.8 million on the own portfolio

2 See attached section 'Supplementary notes' for further details

3 Includes 14 MWp of third-party owned systems

Including projects under construction the total solar power generation capacity will increase to 170.8 MWp spread over 116 roof-projects in eight countries. As at the 31st of December 2023 this represents a total aggregate investment amount of € 108 million (incl. current commitments for projects under construction).

With regards to the pipeline, an additional 93 solar power projects are in contractual/design phase (including in five additional countries) which equates to an added power generation capacity of 99.7 MWp. The current total solar portfolio, including pipeline projects, totals 270.5 MWp and is well underway towards the 300 MWp target by 2025.

Income from joint ventures

The joint venture management fee income increased by € 5.4 million to € 26.9 million. The increase was mainly due to the growth of the joint ventures' portfolio, following an annualized effect of the transactions in '22 and the transactions effectuated in '23.

As part of the joint venture management fee, the property and facility management fee income increased from € 18 million for the period ending 31 December 2022 to € 22.5 million for the period ending 31 December 2023 and the development management fee income during the period amounted to € 4.4 million, an increase of 0.9 million in comparison to the period ending 31 December 2022.

Net valuation gains on the property portfolio

As at 31 December 2023 the net valuation gains on the property portfolio reached € 87.9 million compared to a net valuation loss of € 97.2 million for the period ended 31 December 2022.

The net valuation gain was mainly driven by: (i) € 28.9 million unrealized valuation gain on the own and disposal group held for sale portfolio, and (ii) € 59 million realized valuation gain on assets transferred as part of the first close with the Fifth Joint Venture, the fourth close with the Second Joint Venture and the tenth close with the First Joint Venture. All transactions in '23 have been concluded at a premium value versus the property portfolio fair value as at 31 December 2022.

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 2023 based on a weighted average yield of 6.22 % (compared to 5.29% as at 31 December 2022) applied to the contractual rents increased by the estimated rental value on unlet space.

The real estate valuations were adversely impacted by the rising interest rate which resulted in increasing yields. However, VGP's portfolio surpassed this effect by the impact on the valuations by rental growth, its development margin on newly constructed assets as well as realized gains on transactions with the Joint Ventures. Finally, the remaining assets earmarked for the Fifth Joint Venture and the seed portfolio for the Sixth Joint Venture have been aligned on the agreed fair market valuation, net of ancillary corrections as part of the purchase price calculation between both parties.

The (re)valuation of the own portfolio was based on the appraisal report of the property expert IO Partners, preferred partner of Jones Lang LaSalle.

Administrative expenses

Administrative expenses increased with € 14.9 million to € 48.9 million, of which main variance is related to the LTIP program with an increase of € 9.5 million, noting that in '22 such provision was reversed with € 4 million. As at 31 December 2023 the group employed 367.5 full-time equivalents, a decrease of 15.5 FTE versus '22.

Share in net profit of the joint ventures

VGP's share of the joint ventures' loss for the period came in at € 10.7 million from € 45.9 million of loss for the period ending 31 December 2022, the increase is the result of higher net rental income as well as lower negative valuation adjustments on the Joint Venture portfolio.

Net rental income at share of the Joint Ventures increased to € 91.6 million for the period ending 31 December 2023 compared to € 64.1 million for the period ended 31 December 2023. The increase reflects the underlying

growth of the joint ventures' portfolio net rental income resulting from organic rental growth as well as the different closings made with the First, Second and Fifth Joint Venture and the a full year effect of the deliveries and transactions of assets with the Joint Ventures in '22.

At the 31 December 2023, the joint ventures (100% share) account for € 226.9 million of annualized committed leases representing 3,741,000 m² of lettable area compared to € 173.3 million of annualized committed leases representing 2,946,000 m² at the end of December 2022.

The net valuation losses on investment properties at share decreased from € 106.1 million for the period ending 31 December 2022 to a loss of € 61.2 million for the period ending 31 December 2023. The portfolio of the joint ventures, excluding development and the buildings being constructed by VGP on behalf of the Joint Ventures, was valued at a weighted average yield of 5.01% as at 31 December 2023 (compared to 4.68% as at 31 December 2022).

The (re)valuation of the First, Second, Third and Fifth Joint Ventures' portfolios was based on the appraisal report of the property expert IO Partners, preferred partner of Jones Lang LaSalle.

The net financial expenses of the joint ventures at share for the period ending 31 December 2023 increased to € 35.4 million (compared to 16.8 million as per 31 December 2022).

Other expenses

Other expenses included € 3.0 million contribution to the UNHCR as per 31 December 2022. VGP has not made any contribution to its VGP Foundation in 2023.

Net financial result

For the period ending 31 December 2023, the financial income was € 34.1 million (€ 17.3 million for the period ending 31 December 2022) driven by € 27.5 million interest income on loans granted to the joint ventures (€ 17.3 million for the period ending 31 December 2022) and € 6.5 million bank interest income from depositary accounts.

The reported financial expenses as at 31 December 2023 of € 40.1 million (€ 44.3 million as at 31 December 2022) are mainly made up of € 47.5 million expenses related to financial debt (€ 52.1 million as at 31 December 2022) and other financial expenses of € 5.6 million (compared to € 5.2 million as at 31 December 2022), partially offset by € 15.0 million of capitalized interests (€ 18.1 million as at 31 December 2022).

As a result, the net financial costs amounted to € 6 million for the period ending 31 December 2023 compared to € 27 million at the end of 2022. A bond of € 150 million, carrying 2.75% interest, and a bond of € 225 million, carrying 3.9% interest have been repaid in 2023. The average cost of the credit facilities currently amounts to 2.11% with an average term of 4.23 years.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the period ended 31 December

STATEMENT OF COMPREHENSIVE INCOME
(in thousand of €)
31.12.2023 31.12.2022
Profit for the year 87,292 (122,542)
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 87,292 (122,542)
Attributable to:
Shareholders of VGP NV 87,292 (122,542)
Non-controlling interest - -

CONSOLIDATED BALANCE SHEET For the period ended 31 December

Assets (in thousand of €)
Note
31.12.2023 31.12.2022
Intangible assets 1,000 1,200
11
Investment properties
1,508,984 2,395,702
Property, plant and equipment 107,426 73,280
8.2, 8.4
Investments in joint venture and associates
1,037,228 891,201
8.3
Other non-current receivables
565,734 359,644
Deferred tax assets 8,304 3,839
Total non-current assets 3,228,676 3,724,866
12
Trade and other receivables
79,486 122,113
Cash and cash equivalents 209,921 699,168
17
Disposal group held for sale
892,621 299,906
Total current assets 1,182,028 1,121,187
Total Assets 4,410,704 4,846,053
Shareholders' Equity And Liabilities (in thousands of €) Note 31.12.2023 31.12.2022
Share capital 13 105,676 105,676
Share premium 13 845,579 845,579
Retained earnings 1,263,162 1,250,920
Shareholders' equity 2,214,417 2,202,175
Non-current financial debt 14 1,885,154 1,960,464
Other non-current liabilities 15 38,085 46,419
Deferred tax liabilities 23,939 79,671
Total non-current liabilities 1,947,178 2,086,554
Current financial debt 14 111,750 413,704
Trade debts and other current liabilities 16 84,075 110,676
Liabilities related to disposal group held for sale 17 53,284 32,944
Total current liabilities 249,109 557,324
Total liabilities 2,196,287 2,643,878
Total Shareholders' Equity And Liabilities 4,410,704 4,846,053

Balance sheet

Investment properties

Investment properties relate to completed properties, projects under construction as well as land held for development.

As at 31 December 2023 the investment property portfolio consists of 52 completed buildings representing 1,609,000 m² of lettable area with another 26 buildings under construction representing 774,000 m² of lettable area.

During the year 24 buildings were completed totaling 641,000 m² of lettable area. For its own account VGP delivered 14 buildings representing 259,000 m² of lettable area.

The Investment Property decreased to € 1.5 billion, influenced by transactions executed in '23 and the reclassification of assets designated for the Saga Joint Venture to assets held for sale.

The own Investment Property portfolio, excluding development land is valued at an average weighted yield of 7%.

The total capital expenditure (capex) on investment property, inclusive of assets held for sale, reached € 715.1 million. This expenditure breakdown includes € 480.5 million on assets, € 212.4 million on acquisitions, and € 22.2 million on interests and capitalized rent-free components.

Including assets held for sale, the total investment property accounts for € 1,154 million in completed assets, € 544.1 million assets under construction, and € 686.7 million land.

Property, plant and equipment

Property, plant and equipment increased with € 34.1 million which mainly relates to investments in renewable energy assets (€ 32.9 million) and are accounted for at cost and depreciated over 20 years. Completed installations amount to € 64.3 million, whereas € 31.3 million refers to acquisition costs of renewable installations currently under construction.

Photovoltaic capacity grew 79.9% YoY with operational capacity passing the 100 MWp-mark at 101.8 MWp (compared to 56.6 MWp in Dec-22). Photovoltaic projects under development amount to 69.0 MWp, with a further 99.7 MWp being planned.

Investment in joint ventures and associates

At the end of December 2023, the investments in the joint ventures and associates increased to € 1,037 million from € 891.2 million as at 31 December 2022.

The investments in joint ventures and associates as at the end of 2023 reflect the Allianz Joint Ventures, the Deka Joint Ventures and the Development Joint Ventures, all of which are accounted for using the equity method.

The increase is mainly related to equity contributions of transactions with Joint Ventures in amount of € 166.2 million, a dividend from the First Joint Venture (€ 6 million) and an equity repayment from the development joint venture Grekon (€ 3.4 million), as well as share in the loss of the Joint Ventures of € 10.7 million

Disposal group held for sale

The balance of the Disposal group held for sale increased from € 299.9 million as at 31 December 2022 to € 892.6 million as at 31 December 2023.

This balance relates to (i) the assets under construction and development land (at fair value) which are being / will be developed by VGP, on behalf of the First and Second Joint Venture, (ii) assets held for sale and related to upcoming closings in '24 with the Fifth Joint Venture as well as (iii) the assets and development land destined to the Sixth Joint Venture.

The assets held for sale and destined to the Fifth and Sixth Joint Venture have been valued at the agreed fair market value, taking into account ancillary corrections and transaction costs, with the Joint Venture partners.

Total non-current and current financial debt

The financial debt decreased from € 2,374.2 million as at 31 December 2022 to € 1,997 million as at 31 December 2023.

The decrease was mainly driven by the repayment of two bonds for a total amount of € 375 million.

VGP concluded on a credit facility of the European Investment Bank of € 150 million to support it's renewable energy business unit in December '23. As per 5 February 2024, VGP has drawn € 135 million of the facility at an interest rate of 4.15% on a ten year period.

The gearing ratio of the Group as of 31 December 2023 amounted to 40.3 % compared to 34.4 % as at 31 December 2022.

STATEMENT OF CHANGES IN EQUITY For the period ended 31 December

STATEMENT OF CHANGES
IN EQUITY
(in thousands of €)
Statutory
share
capital
Capital
reserve
IFRS
share
capital
Other
reserves
Retained
earnings
Total
equity
Balance as at 1 January 2022 108,874 (30,416) 78,458 574,088 1,523,019 2,175,565
Other comprehensive income /
(loss)
- - - - - -
Result of the period - - - - (122,542) (122,542)
Effect of disposals - - - - - -
Total comprehensive income /
(loss)
- - - - (122,542) (122,542)
Capital and share premium
increase net of transaction costs
27,218 - 27,218 271,491 - 298,709
Share capital distribution to
shareholders
- - - - - -
Dividends - - - - (149,557) (149,557)
Balance as at 31 December 2022 136,092 (30,416) 105,676 845,579 1,250,920 2,202,175
Balance as at 1 January 2023 136,092 (30,416) 105,676 845,579 1,250,920 2,202,175
Other comprehensive result - - - - - -
Result of the period - - - - 87,292 87,292
Effect of disposals - - - - - -
Total comprehensive result - - - - 87,292 87,292
Capital and share premium
increase net of transaction costs
(see note 16)
- - - -
Share capital distribution to
shareholders
- - - - - -
Dividends - - - - (75,050) (75,050)
Balance as at 31 December 2023 136,092 (30,416) 105,676 845,579 1,263,162 2,214,417

CONSOLIDATED CASH FLOW STATEMENT For the period ended 31 December

CASH FLOW STATEMENT (in thousand of €) Note 31.12.2023 31.12.2022
Cash flows from operating activities 18
Profit before taxes 112,743 (142,577)
Adjustments for:
Depreciation 5,920 4,479
Unrealised (gains) / losses on investment properties 6 (28,938) 184,447
Realised (gains) / losses on disposal of subsidiaries and investment properties 6 (59,020) (87,217)
Unrealised( gains) / losses on financial instruments and foreign exchange (73) 1,426
Interest (income) (34,003) (17,329)
Interest expense 40,107 42,911
Share in (profit) / loss of Joint Venture and associates 8 10,715 45,927
Operating profit before changes in working capital and provisions 47,451 32,067
Decrease/(Increase) in trade and other receivables (20,773) (43,215)
(Decrease)/Increase in trade and other payables 12,532 (12,632)
Cash generated from the operations 39,210 (23,780)
Interest received 6,713 24
Interest paid (57,331) (39,292)
Income taxes paid (15,923) (7,590)
Net cash generated from operating activities (27,331) (70,638)
Cash flows from investing activities 18
Proceeds from disposal of tangible assets and other - -
Proceeds from disposal of subsidiaries and investment properties 19 676,245 347,372
Investments in Investment Property and Property Pland and Equipment (667,015) (851,792)
Distribution by / (investment in) Joint Venture and associates 12,823 21,382
Loans provided to Joint Venture and associates (99,371) (108,443)
Loans repaid by Joint Venture and associates 69,241 25,331
Net cash used in investing activities (8,078) (566,150)
Cash flows from financing activities 18
Dividends paid (75,050) (149,557)
Net Proceeds / (cash out) from the issue / (repayment) of share capital - 298,709
Net Proceeds from sale of own shares - -
Proceeds from loans - 990,749
Loan repayments (375,000) (23,500)
Net cash used in financing activities (450,050) 1,116,401
Net increase / (decrease) in cash and cash equivalents (485,459) 479,613
Cash and cash equivalents at the beginning of the period 699,168 222,160
Effect of exchange rate fluctuations (569) (157)
Reclassification to (-) / from held for sale (3,219) (2,448)
Cash and cash equivalents at the end of the period 209,921 699,168

NOTES TO THE FINANCIAL STATEMENTS For the period ended 31 December

1. Basis of preparation

The consolidated financial statements have been prepared in accordance with the requirements of International Financial Reporting Standards (IFRS) which have been adopted by the European Union. The consolidated financial information was approved for issue on 21 February 2024 by the Board of Directors.

2. Significant accounting policies

The financial statements are prepared on a historic cost basis, with the exception of investment properties and investment property under construction as well as financial derivatives which are stated at fair value. All figures are in thousands of Euros (EUR '000).

Below is a list of new and amended standards and interpretations that become effective in 2023 for application in the European Union. In addition, the new and revised standards and interpretations which have been published but which are not yet applicable in 2023 in the EU are enclosed as well:

  • IFRS 17 Insurance Contracts
  • Amendments to IFRS 17 Insurance contracts: Initial Application of IFRS 17 and IFRS 9 Comparative Information
  • Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting Policies
  • Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates
  • Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction
  • Amendments to IAS 12 Income taxes: International Tax Reform Pillar Two Model Rules (effective immediately – disclosures are required for annual periods beginning on or after 1 January 2023)

The initial recognition of the above new standards did not have a material impact on the financial position and performance of the Group.

Standards and interpretations published, but not yet applicable for the annual period beginning on 1 January 2023:

  • Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants (applicable for annual periods beginning on or after 1 January 2024)
  • Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback (applicable for annual periods beginning on or after 1 January 2024)
  • Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements (applicable for annual periods beginning on or after 1 January 2024, but not yet endorsed in the EU)
  • Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (applicable for annual periods beginning on or after 1 January 2025, but not yet endorsed in the EU)

3. 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.

3.1 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 period ended 2023 and 2022. The Group reports three segments as follows:

Investment

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 and consolidates as well property and asset management revenue, which include asset management, property management and facility management income.

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.

Associated operating, administration and other expenses include directly allocated expenses from the respective asset management, property management and facility management service companies.

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 Sixth Joint Venture perimeter i.e. Latvia, Croatia, Denmark 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, 80% of total property operating expenses are allocated to the property development business, as are administration expenses after rental business and property management expenses.

Renewable Energy

The Group's Renewable Energy segment includes gross renewables income and its direct attributable operating expenses. The Renewables income is generated through sale of electricity, government grants and/or leasing activities. In addition, 10% of administration expenses are allocated to the Renewable Energy segment.

The Renewable Energy segment leases roofs from other VGP entities. To the extent these are not eliminated in the consolidation perimeter, these have been added back as cost, in favor of a revenue recognition in the Investment segment.

In thousands of € 31.12.2023 31.12.2022
Investment & Property and Asset Management EBITDA 171,388 122,139
Property development EBITDA 42,872 (112,062)
Renewable energy EBITDA 1,603 3,912
Total EBITDA 215,863 13,989

Breakdown summary of the business lines

For the year ended 31 December 2023
Adjusted operating profit Investment
(+Prop. and
asset mng)
Develop
ment
Renewable
Energy
Inter
segment
elimi
nations
Total
Gross rental and renewable
energyincome
64,705 - 4,361 (63) 69,003
Property operating expenses (470) (4,231) (896) 63 (5,534)
Net property income 64,235 (4,231) 3,465 - 63,469
Joint venture management fee
income
26,925 - - - 26,925
Net valuation gains / (losses) on
investment properties destined to the
Joint Venture
- 78,667 - - 78,667
Administration expenses (9,517) (31,564) (1,862) - (42,943)
Share of joint ventures' Adjusted
profit after tax1
89,745 - - - 89,745
EBITDA 171,388 42,872 1,603 - 215,863
Other expenses - - - - -
Depreciation and amortisation (698) (2,790) (2,432) - (5,920)
Earnings before interest and tax 170,690 40,082 (829) - 209,943
Net financial cost - Own - - - (6,032)
Net financial cost - Joint venture and
associates
- - - - (34,199)
Profit before tax - - - - 169,713
Current income taxes - own - - - - (15,923)
Current income taxes - Joint venture
and associates
- - - - (6,297)
Recurrent net income - - - - 147,493
Net valuation gains / (losses) on
investment properties - other
countries2
- - - - 9,291
Net valuation gains / (losses) on
investment properties - Joint venture
and associates
- - - - (61,181)
Net fair value gain/(loss) on interest - - - - -
rate swaps and other derivatives
Net fair value gain/(loss) on interest
rate swaps and other derivatives -
Joint ventures and associates
- - - - (1,239)
Deferred taxes - own - - - - (9,528)
Deferred taxes - Joint venture and
associates
- - - - 2,455
Reported result for the period - - - - 87,292

1 The adjustments to the share of profit from the joint ventures (at share) are composed of € 61.1 million of net valuation losses on investment properties, € 1.2 million of net fair value loss on interest rate derivatives and € 2.5 million of reversal deferred taxes in respect of these adjustments.

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

For the year ended 31 December 2022
Adjusted operating profit Investment
(+Prop.
and asset
mng)
Develop
ment
Renewable
Energy
Inter
company
eliminations
Total
Gross rental and renewable energy 45,391 - 5,901 (62) 51,230
income
Property operating expenses
(792) (7,136) (357) 62 (8,223)
Net property income 44,599 (7,136) 5,544 - 43,007
Joint venture management fee income
Net valuation gains / (losses) on
investment properties destined to the Joint
Venture1
21,537
-
-
(83,874)
-
-
-
-
21,537
(83,874)
Administration expenses (6,793) (21,052) (1,632) - (29,477)
Share of joint ventures' Adjusted profit
after tax2
62,796 - - - 62,796
EBITDA 122,139 (112,062) 3,912 - 13,989
Other expenses - - - - (3,000)
Depreciation and amortisation (633) (2,530) (1,316) - (4,479)
Earnings before interest and tax 121,506 (114,592) 2,596 - 6,510
Net financial cost - Own - - - - (27,009)
Net financial cost - Joint venture and
associates
- - - - (18,852)
Profit before tax - - - - (39,351)
Current income taxes - own - - - - (7,590)
Current income taxes - Joint venture and
associates
- - - - (4,217)
Recurrent net income - - - - (51,158)
Net valuation gains / (losses) on
investment properties - other countries3
- - - - (13,356)
Net valuation gains / (losses) on
investment properties - Joint venture and
associates
- - - - (106,118)
Net fair value gain/(loss) on interest rate
swaps and other derivatives
- - - - -
Net fair value gain/(loss) on interest rate
swaps and other derivatives - Joint
ventures and associates
- - - - 2,096
Deferred taxes - own - - - - 27,625
Deferred taxes - Joint venture and - - - - 18,369
associates
Reported result for the period - - - - (122,542)

1 The net valuation losses on investment properties destined to the Joint Ventures contains a revaluation loss of € 213.5 million offset by a realized valuation gain on transactions with the Joint Ventures and some first time valuation effects, totalling to € 129.6 million.

2 The adjustments to the share of profit from the joint ventures (at share) are composed of € 106.1 million of net valuation losses on investment properties, € 2.1 million of net fair value gain on interest rate derivatives and € 18.4 million of reversal deferred taxes in respect of these adjustments.

3 Relates to developments in countries outside of the JV perimeters i.e. Latvia, Croatia, France, Denmark and Serbia.

3.2 Geographical information

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.

31.12.2023
In thousands
of €
Gross rental
and
renewable
energy
income (Incl.
JV at share)
Net rental
and
renewable
energy
income
(Incl. JV at
share)
Operating
EBITDA
(Incl. JV
at share)
Investment
properties
(Incl. JV
at share)
Renewables
property,
plant and
equipment
Total
assets
(Incl. JV
at share)
Capital ex
penditure1
Western Europe
Germany 94,050 88,920 116,823 2,429,295 76,817 2,632,744 344,106
Spain 11,207 8,444 8,233 329,102 - 342,664 15,780
Austria 1,674 730 11,699 190,978 - 200,223 47,283
Netherlands 8,418 7,034 16,784 280,989 15,238 310,394 17,778
Italy 2,885 2,077 (77) 91,886 3,797 108,727 12,476
France - 1,218 7,872 97,333 - 110,501 67,680
Portugal 974 858 (6,996) 54,826 - 66,757 11,080
Denmark (24) (830) 2,488 - 3,583 2,488
Luxembourg2 - - - - - 168,203 -
Belgium² - - - - - 569,770 -
119,208 109,257 153,508 3,476,897 95,852 4,513,566 518,671
Central and Eastern Europe
Czech
Republic
22,737 21,501 33,022 513,940 2,287 531,634 23,048
Slovakia 6,669 5,834 (5,546) 227,649 - 233,207 20,708
Hungary 8,020 6,772 14,638 227,256 - 237,937 47,248
Romania 9,001 7,469 1,904 208,060 555 238,516 43,089
Croatia - (15) (248) 6,246 - 7,969 144
46,427 41,561 43,770 1,183,151 2,842 1,249,263 134,237
Baltics and Balkan
Latvia 5,418 6,366 5,359 99,460 - 106,008 9,353
Serbia 23 (250) (1,130) 67,936 5 72,289 30,599
5,441 6,116 4,229 167,396 5 178,297 39,952
Other3 - (1,888) 14,357 75 - 2,471 -
Total 171,076 155,046 215,864 4,827,519 98,699 5,943,597 692,859

1 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, including assets held for sale, amounts to € 662.5 million (of which € 212.4 relates to acquisitions).

2 Balance sheet only

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

31.12.2022
In thousands of €
Gross
rental and
renewable
energy
income
(Incl. JV
at share)
Net rent
and
renewable
energy
income
(Incl. JV
at share)
Operating
EBITDA
(Incl. JV
at share)
Investment
properties
(Incl. JV at
share)
Renewable
s property,
plant and
equipment
Total
assets
(Incl. JV
at share)
Capital
expen
diture1
Western Europe
Germany 68,258 61,276 (60,528) 2,439,013 49,175 2,661,881 464,454
Spain 9,455 7,605 32,252 383,874 - 456,971 39,079
Austria 1,118 964 (12,289) 129,428 - 136,722 54,830
Netherlands 6,320 5,282 (1,044) 297,514 15,285 320,736 13,516
Italy 2,711 1,957 20,621 83,719 703 112,832 18,570
France - (72) (1,074) 21,218 - 22,870 21,437
Portugal 415 565 10,249 48,593 - 52,986 26,018
Luxembourg2 - - - - - 190,145 -
Belgium² - - - - - 733,144 -
88,277 77,577 (11,813) 3,403,359 65,163 4,688,287 637,904
Central and Eastern Europe
Czech Republic 18,889 17,526 26,356 527,852 73 547,589 54,179
Slovakia 4,630 4,942 (10,048) 214,761 - 225,179 35,279
Hungary 5,117 4,774 4,068 169,393 - 181,031 43,637
Romania 4,590 3,366 (6,151) 165,552 531 190,840 858
Croatia - (64) (94) 5,825 - 6,262 5,796
33,226 30,544 14,131 1,083,383 604 1,150,901 139,748
Baltics and Balkan
Latvia 2,241 1,014 273 93,530 - 95,973 33,504
Serbia 24 (524) (1,338) 24,243 - 25,241 46,789
2,265 490 (1,065) 117,773 - 121,214 80,293
Other3 - (1,477) 12,735 75 - 2,431 -
Total 123,768 107,134 13,988 4,604,590 65,767 5,962,833 857,945

1 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 € 832.6 million (of which € 202.5 related to land acquisition) and amounts to € 25.3 million on development properties on behalf of the First and Second Joint Venture.

2 Balance sheet only

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

The table below shows the geographic segmentation, excluding the share in the Joint Ventures.

31.12.2023
In thousands of €
Gross rental
and
renewable
energy
income (Own)
Net rent
and
renewable
energy
income
(Own)
Investment
properties
(Own)
Property
plant and
equipment
and
Intangible
assets (Own)
Total non
current
assets (IP¹,
PPE
and
Intangibles)
Western Europe
Germany 38,150 37,638 960,417 77,189 1,037,606
Spain 1,269 146 104,838 214 105,052
Austria 968 113 178,478 71 178,549
Netherlands 1,287 942 47,409 15,290 62,699
Italy 222 72 44,467 3,876 48,343
France - 1,218 97,333 71 97,404
Portugal 352 322 44,154 54 44,208
Denmark (24) 2,485 224 -
Luxembourg1 - - - 37 37
Belgium¹ - - - 7,435 7,435
42,248 40,427 1,479,581 104,461 1,581,333
Central and Eastern Europe
Czech Republic 5,551 5,202 180,791 2,947 183,738
Slovakia 4,640 4,190 192,067 58 192,125
Hungary 5,398 4,263 191,600 102 191,702
Romania 5,725 4,460 167,120 838 167,958
Croatia - (15) 6,246 2 6,248
21,314 18,100 737,824 3,947 741,771
Baltics and Balkan
Latvia 5,418 6,366 99,460 6 99,466
Serbia 23 (250) 67,936 12 67,948
5,441 6,116 167,396 18 167,414
Other2 (1,174) - - 2,709
Total 69,003 63,469 2,384,801 108,426 2,493,227

1 Balance sheet only

2 Other includes the Group central costs and costs relating to the operational business which are not specifically geographically located

31.12.2022
In thousands of €
Gross rental
and renewables
income (Own)
Net rent
and
renewable
energy
income
(Own)
Investment
properties
(Own)
Property
plant and
equipment
and
Intangible
assets
(Own)
Total non
current
assets (IP¹,
PPE
and
Intangibles)
Western Europe
Germany 30,905 28,353 1,311,996 49,645 1,361,641
Spain 2,675 1,830 215,015 293 215,308
Austria 462 399 115,943 38 115,981
Netherlands 1,921 1,726 144,835 15,356 160,191
Italy 714 360 40,374 791 41,165
France - (72) 21,218 8 21,226
Portugal 104 306 37,998 67 38,065
Luxembourg1 - - - 34 34
Belgium¹ - - - 6,465 6,465
36,781 32,902 1,887,379 72,697 1,960,076
Central and Eastern Europe
Czech Republic 5,234 4,251 242,545 670 243,215
Slovakia 2,552 2,879 178,605 50 178,655
Hungary 2,779 2,547 132,014 114 132,128
Romania 1,619 615 124,102 825 124,927
Croatia - (64) 5,825 - 5,825
12,184 10,228 683,091 1,659 684,750
Baltics and Balkan
Latvia 2,241 1,014 93,530 5 93,535
Serbia 24 (524) 24,243 2 24,245
2,265 490 117,773 7 117,780
2
Other
- (613) - 117 117
Total 51,230 43,007 2,688,243 74,480 2,762,723

1 Balance sheet only

2 Other includes the Group central costs and costs relating to the operational business which are not specifically geographically located

4. Revenue

In thousands of € 31.12.2023 31.12.2022
Rental income from investment properties 54,298 35,177
Rent incentives 10,344 10,152
Total gross rental income 64,642 45,329
Gross renewable energy income 4,361 5,901
Property and facility management income 22,513 18,016
Development management income 4,412 3,521
Joint Venture management fee income 26,925 21,537
Service charge income 17,794 12,017
Total revenue 113,722 84,784

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 in 2023. During 2023, gross rental income included € 22.8 million of rent for the period related to the property portfolio sold during the tenth closing with the First Joint Venture, the fourth closing with Second Joint Venture and the first closing with the Fifth Joint Venture.

At the end of 2023, the Group (including the joint ventures) had annualized committed leases of € 350.8 million1 compared to € 303.2 million2 as at 31 December 2022.

31.12.2023
In thousands of € Lease
income in
< 1 year
Lease
income in
< 2 years
Lease
income in
< 3 years
Lease
income in
< 4 years
Lease
income in
< 5 years
Lease
income >
5 years
TOTAL
JV at share -
Active Leases
113,473 107,853 96,697 86,456 74,573 348,475 827,527
JV at share –
Committed Leases
321 339 339 339 339 1,722 3,399
Total – JV at
share
113,794 108,192 97,036 86,795 74,912 350,197 830,926
Own -
Active Leases
82,136 81,071 78,103 62,153 55,232 287,216 645,911
Own -
Committed Leases
19,084 39,625 41,227 41,434 42,058 282,090 465,518
Total - Own 101,220 120,696 119,330 103,587 97,290 569,306 1,111,429
Total - at share 215,014 228,888 216,366 190,382 172,202 919,504 1,942,355

The breakdown of future lease income for the own portfolio and Joint Ventures at share is as follows:

1 € 225.1 million related to the joint ventures' property portfolio and € 125.6 million related to the own property portfolio.

2 € 173.3 million related to the joint ventures' property portfolio and € 129.9 million related to the own property portfolio.

31.12.2022
In thousands of € Lease
income in
< 1 year
Lease
income in
< 2 years
Lease
income in
< 3 years
Lease
income in
< 4 years
Lease
income in
< 5 years
Lease
income >
5 years
TOTAL
JV at share -
Active Leases
86,458 82,6210 76,642 67,024 59,461 260,623 632,818
JV at share -
Committed Leases
629 742 742 706 437 2,567 5,859
Total – JV at
share 87,087 83,352 77,384 67,730 59,934 263,190 638,677
OWN –
Active Leases
95,629 112,349 112,848 108,541 98,662 604,581 1,132,610
OWN -
Committed Leases
3,004 9,337 10,194 10,194 9,694 90,197 132,620
Total - Own 98,633 121,686 123,042 118,735 108,356 694,778 1,265,230
Total – at share 185,720 205,038 200,426 186,465 168,290 957,968 1,903,907

5. Net property operating expenses

In thousands of € 31.12.2023 31.12.2022
Repairs and maintenance (796) (653)
Letting, marketing, legal and professional fees (766) (742)
Real estate agents (1,022) (1,911)
Service charge income 17,794 12,017
Service charge expenses (16,890) (11,891)
Other operating income 6,477 3,505
Other operating expenses (9,498) (8,253)
Renewables operating expenses (833) (295)
Total (5,534) (8,223)

6. Net valuation gains / (losses) on investment properties

In thousands of € 31.12.2023 31.12.2022
Unrealised valuation gains / (losses) on investment properties 22,399 (180,111)
Unrealised valuation gains / (losses) on disposal group held for sale 6,539 (4,336)
Realised valuation gains / (losses) on disposal of subsidiaries and investment
properties
59,020 87,217
Total 87,958 (97,230)

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 2023 based on a weighted average yield of 6.22% (compared to 5.29% as at 31 December 2022) 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 this portfolio value of € 31.6 million.

The realized gain comprises gains on the effectuated transactions in '23 with the First, Second and Fifth Joint Venture. Please note that the realized gains include a € 23.8 million gain on the Fifth Joint Venture, such gain was recorded in H1 '23 as unrealized and has been reported as fully realized over the full year '23 in the table above.

7. Administration expenses

In thousands of € 31.12.2023 31.12.2022
Wages and salaries (26,120) (14,066)
Audit, legal and other advisors (7,168) (6,833)
Other administrative expenses (9,655) (8,578)
Depreciation (5,920) (4,479)
Total (48,863) (33,956)

The administrative costs for the period increased from € 34 million for the period ended 31 December 2022 to € 48.9 million for the period ended 31 December 2023. The increase is mainly due to the increased costs of the long-term incentive plan (LTIP) which is directly proportionally linked to the net asset value growth of the Group. During the year 2022 a reversal of this accrual was booked in an amount of € 4 million, whereas in '23 an additional € 5.5 million has been expensed, which is a variance of € 9.5 million versus previous year.

As at 31 December 2023, the group employed 367.5 full-time equivalents, a decrease of 15.5 FTE versus '22.

8. Investments in Joint Ventures

8.1 Profit from Joint Ventures

The table below presents a summary Income Statement of the Group's Joint Ventures with (i) Allianz Real Estate (VGP European Logistics, VGP European Logistics 2, VGP Park München) and the associates; (ii) the joint venture with Roozen Landgoederen Beheer (LPM), (iii) the joint venture with VUSA (Belartza) located in San Sebastian, Spain and (iv) the joint venture with Weimer Bau (Siegen) in Germany and the joint venture with Deka, all of which are accounted for using the equity method.

VGP European Logistics and VGP European Logistics 2 are incorporated in Luxembourg. VGP European Logistics owns logistics property assets in Germany, the Czech Republic, Slovakia and Hungary. VGP European Logistics 2 owns logistics property assets in Spain, Austria, the Netherlands, Italy and Romania. VGP Park München is incorporated in München (Germany) and owns and develops the VGP park located in München. LPM Joint Venture will develop Logistics Park Moerdijk ("LPM") together with the Port Authority Moerdijk on a 50:50-basis and has been sold in '24. The joint venture with Deka contains five parks located in Germany. The joint ventures with Vusa and Grekon contain land to be developed jointly with its partner.

VGP NV holds 50% directly in all joint ventures and holds another 5.1% in the subsidiaries of VGP European Logistics holding assets in Germany and specifically 10.1% in the German subsidiary1 that has been disposed to the First Joint Venture in Q1 '23.

1 VGP Park Berlin 4

INCOME
STATEMENT
(in thousand of
€)
First
Joint
Venture
(excl.
minori
ties) at
100%
Second
Joint
Venture
at 100%
Third
Joint
Venture
at 100%
Develop
ment
Joint
Ventures
at 100%
Fifth
Joint
Venture
at 100%
Joint
Ventures
at 50%
First
Joint
Venture
Asset
Compa
nies
minority
share
31.12.2023
Gross rental
income
107,748 48,667 27,729 16 12.996 98,578 3.495 102.073
Property
Operating
expenses
- - - - - - - -
- underlying
property
operating
expenses
1,969 (2,859) 427 (307) (457) (613) 52 (561)
- property
management fees
(10,208) (5,959) (2,398) - (602) (9,584) (351) (9.935)
Net rental
income
99,509 39,849 25,758 (291) 11.937 88,381 3.196 91.577
Net valuation
gains / (losses)
on investment
properties
(76,864) (38,137) (26,064) (1,669) 27.986 (57,374) (3.805) (61.179)
Administration
expenses
(2,239) (867) (116) (29) (292) (1,772) (65) (1.837)
Operating
result
20,406 845 (422) (1,989) 39.631 29,235 (674) 28.561
Financial income 114 1,063 153 - 101 715 203 512
Financial
expense
(25,743) (20,199) (12,210) (573) (12.027) (35,376) (570) (35,946)
Net financial
result
(25,629) (19,136) (12,057) (573) (11.926) (34,661) (773) (35.434)
Taxes (3,579) 3,661 (806) (1,678) (5.761) (4,082) 240 (3.842)
Result For The
Period
(8,802) (14,630) (13,285) (4,240) 21.944 (9,508) (1.207) (10.715)
Other
comprehensive
income
- - - - - - - -
Total
Comprehensive
Income / Loss
For The Period
(8,802) (14,630) (13,285) (4,240) 21.944 (9,508) (1.207) (10.715)

INCOME
STATEMENT
(in thousand of
€)
First Joint
Venture
(excl.
minori
ties) at
100%
Second
Joint
Venture at
100%
Third
Joint
Venture at
100%
Develop
ment Joint
Ventures
at 100%
Joint
Ventures
at 50%
First Joint
Venture
Asset
Compa
nies
minority
share
31.12.2022
Gross rental
income
96,754 34,229 7,533 46 69,281 3,257 72,538
Property
Operating
expenses
- - - - - - -
- underlying
property
operating
expenses
81 (1,680) 10 (14) (802) (49) (851)
- property
management
fees
(8,862) (4,849) (766) - (7,239) (321) (7,560)
Net rental
income
87,973 27,700 6,777 32 61,240 2,887 64,127
Net valuation
gains / (losses)
on investment
properties
(126,246) (92,546) 16,385 5,054 (98,677) (7,440) (106,117)
Administration
expenses
(1,868) (502) (130) (76) (1,288) (45) (1,333)
Operating
result
(40,141) (65,348) 23,032 5,010 (38,725) (4,598) (43,323)
Financial income 2,118 2,313 - - 2,216 - 2,216
Financial
expenses
(21,535) (11,984) (2,502) (408) (18,215) (757) (18,972)
Net financial
result
(19,417) (9,671) (2,502) (408) (15,999) (757) (16,756)
Taxes 8,050 19,214 834 (1,529) 13,286 866 14,152
Profit For The
Period
(51,508) (55,805) 21,364 3,073 (41,438) (4,489) (45,927)
Other
comprehensive
income
- - - - - - -
Total
Comprehensive
Income / Loss
For The Period
(51,508) (55,805) 21,364 3,073 (41,438) (4,489) (45,927)

BALANCE
SHEET
First
First Joint
Venture
(excl.
minorities)
at 100%
Second
Joint
Venture 2
at 100%
Third
Joint
Venture
at 100%
Develop
ment
Joint
Ventures
at 100%
Fifth
Joint
Venture
at 100%
Joint
Ventures
at 50%
Joint
Venture's
German
Com
panies
minority
share
31.12.2023
(in thousand of €)
Investment
properties 2,215,320 916,912 630,859 226,200 742,658 2,365,975 76,743 2,442,718
Other assets 2,196 (997) 3,392 75 (186) 2,238 - 2,238
Total non-current
assets
2,217,516 915,915 634,251 226,275 742,472 2,368,213 76,743 2,444.956
Trade and other
receivables
19,282 13,878 20,870 19,333 27,187 50,275 535 50,810
Cash and cash
equivalents
46,997 18,078 33,467 4,011 42,813 72,683 1,672 74,355
Total current
assets
66,280 31,956 54,337 23,344 70,000 122,958 2,207 125,165
Total assets 2,283,796 947,871 688,588 249,619 812,472 2,491,171 78,950 2,570,121
Non-current
financial debt
948,283 545,534 379,245 144,930 534,980 1,276,486 33,767 1,310,253
Other non-current
financial liabilities
512 - - - - 256 - 256
Other non-current
liabilities
7,257 6,236 - 2,971 10,298 13,381 200 13,581
Deferred tax
liabilities
197,363 39,043 - 583 22,006 129,498 6,127 135,625
Total non-current
liabilities
1,153,415 590,813 379,245 148,484 567,284 1,419,621 40,094 1,459,715
Current financial
debt
27,368 11,355 1,016 - - 19,869 744 20,613
Trade debts and
other current
liabilities
19,452 10,037 11,600 37,993 25,060 52,071 494 52,564
Total current
liabilities
46,819 21,392 12,616 37,993 25,060 71,940 1,238 73,178
Total liabilities 1,200,234 612,205 391,861 186,477 592,344 1,491,561 41,332 1,532,893
Net assets 1,083,561 335,666 296,727 63,142 220,128 999,610 37,618 1,037,228

8.2 Summarised balance sheet information in respect of Joint Ventures

BALANCE
SHEET
In thousands of
First Joint
Venture
(excl.
minorities)
at 100%
Second
Joint
Venture
at 100%
Third
Joint
Venture
at 100%
Develop
ment Joint
Ventures
at 100 %
Joint
Ventures
at 50%
First Joint
Venture's
German
Asset
Com
panies
minority
share
31.12.2022
Investment
properties
2,168,850 713,723 638,474 155,670 1,838,360 77,987 1,916,347
Other assets 1,825 2,421 3,583 75 3,951 14 3,965
Total non
current assets
2,170,675 716,144 642,057 155,745 1,842,311 78,001 1,920,312
Trade and other
receivables
14,675 21,282 35,354 1,072 36,192 270 36,462
Cash and cash
equivalents
40,386 17,874 32,274 9,180 49,857 1,350 51,207
Total current
assets
55,061 39,156 67,628 10,252 86,049 1,620 87,669
Total assets 2,225,736 755,300 709,685 165,997 1,928,360 79,621 2,007,981
Non-current
financial debt
917,863 417,795 367,052 82,048 892,379 34,030 926,409
Other non
current financial
liabilities
- - - - - - -
Other non
current liabilities
6,914 5,427 - 3,834 8,087 221 8,308
Deferred tax
liabilities
197,983 37,528 - 583 118,047 6,393 124,440
Total non
current
liabilities
1,122,759 460,750 367,052 86,465 1,018,513 40,644 1,059,157
Current financial
debt
25,627 8,495 - - 17,061 744 17,805
Trade debts and
other current
liabilities
17,527 23,425 32,621 5,336 39,456 362 39,818
Total current
liabilities
43,154 31,920 32,621 5,336 56,517 1,106 57,623
Total liabilities 1,165,913 492,670 399,673 91,801 1,075,030 41,750 1,116,780
Net assets 1,059,823 262,630 310,012 74,196 853,330 37,871 891,201

On 17th of January 2023, VGP concluded a tenth transaction with its 50:50 joint venture, VGP European Logistics ('First Joint Venture'). The transaction comprised 3 logistic buildings, which are located in Germany (one) and in the Czech Republic (two). The gross asset value of the completed assets amounted to € 114.6 million1 and the net proceeds from this transaction amounted to € 73.5 million. Following the completion of this tenth closing, the

1 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.

First Joint Venture's property portfolio consist of 104 completed buildings representing around 1,971,000 m² of lettable area, with an 98.9% occupancy rate.

VGP and their 50:50 joint venture, VGP European Logistics 2 (The 'Second Joint Venture' also called 'Aurora') concluded upon a transaction comprising 11 logistic buildings, including 5 buildings in 4 new VGP parks and another 6 newly completed logistic buildings which were developed in parks which were already transferred to the joint venture in a prior closing. The 11 buildings are located in Spain (7), the Netherlands (3) and Italy (1). The transaction with VGP European Logistics 2 formed the 4th closing between VGP and this joint venture. The gross asset value of the assets amounted to a value of € 253 million with net proceeds of € 194.4 million.

Following the completion of fourth closing, the Second Joint Venture's property portfolio consist of 43 completed buildings representing around 927,000 m² of lettable area, with an 98.2% occupancy rate.

VGP has signed 21 July 2023 a new joint venture agreement with Deka Immobilien, a prominent real estate investment company. The joint venture endeavours that two of Deka Immobilien's public funds, Deka Westinvest InterSelect and Deka Immobilien Europa, acquire a 50% stake in five project companies owned by VGP.

The project companies own and operate five strategically located parks in Germany, namely Gießen – Am alten Flughafen, Laatzen, Göttingen 2, Magdeburg and Berlin Oberkrämer. These parks boast a portfolio of 20 buildings, generating a total annualized rental income of € 52.9 million at the time of the transaction.

The agreed gross asset value of all assets stands at over € 1.1 billion. The transaction was foreseen to be executed in three closings, with the first closing effectuated in Q3 2023. Pricing has been agreed for the full portfolio, thus including the remaining two closings which are set to materialize in H1 and H2 of '24.

VGP is set to recycle over € 700 million of cash from all closings. The first closing, encompassing 17 of the 20 buildings, generated € 393 million in net proceeds (€ 455 million gross). The remaining closings are set for H1 (two buildings) and Q3 2024 (one building), once the construction of the respective assets are completed. These closings expect to generate minimum € 250 million of gross cash proceeds.

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 2023 based on a weighted average yield of 5.01% (compared to 4.68% as at 31 December 2022). A 0.10% variation of this market rate would give rise to a variation of the Joint Venture portfolio value (at 100%) of € 88.9 million.

The (re)valuation of the First, Second, third and Fifth Joint Ventures' portfolio was based on the appraisal report of the property expert IO Partners, preferred partner of Jones Lang LaSalle.

VGP provides certain services, including asset-, property- and development advisory and management, for the Joint Ventures and receives fees from the Joint Ventures for doing so. Those services are carried out on an armslength basis and do not give VGP any control over the relevant Joint Ventures (nor any unilateral material decisionmaking rights). Significant transactions and decisions within the Joint Ventures require full Board and/or Shareholder approval, in accordance with the terms of the Joint Venture agreement.

8.3 Other non-current receivables

in thousands of € 31.12.2023 31.12.2022
Shareholder loans to First Joint Venture 47,619 38,047
Shareholder loans to Second Joint Venture 31,822 32,614
Shareholder loans to Third Joint Venture 158,132 183,526
Shareholder loans to Development Joint Ventures 140,992 79,350
Shareholder loans to Fifth Joint Venture 172,490 79,350
Shareholder loans to associates (subsidiaries of First Joint Venture) 4,977 16,402
Construction and development loans to subsidiaries of the First Joint Venture 8,482 5,280
Construction and development loans to subsidiaries of the Second Joint Venture 22,786 96,071
Construction and development loans to the Fifth Joint Venture 287,813 -
Construction and development loans reclassified as assets held for sale (319,081) (101,351)
Other long term receivables 9,702 9,705
Total 565,734 359,644

The other non-current receivables increased by € 206.1 million. Main changes include financing to the Development Joint Ventures (mainly LPM) of € 61.6 million, as well as a new shareholder loan following the transaction with the Fifth Joint Venture of € 172.5 million. Shareholder loans to the First, Second and Third Joint Venture reduced by € 28 million. This includes the set off between the creation of new shareholder loans following the transactions with the First and Second Joint Venture in the first half of '23 and € 57 million net distributions through shareholder loans.

8.4 Investments in joint ventures and associates

in thousands of € 31.12.2023 31.12.2022
As at 1 January 891,201 858,116
Additions 166,211 116,379
Result of the year (10,715) (45,927)
Repayment of equity (3,407) (14,154)
Dividends (6,062) (23,214)
Adjustment from sale of participations - -
As at the end of the period 1,037,228 891,201

The investments in joint ventures and associates increased by € 146 million. This change is mainly related to (i) equity contributions of transactions with Joint Ventures in an amount of € 166.2 million; (ii) an equity repayment from the Development Joint Venture Siegen of € 3.4 million; (iii) a dividend received from the First Joint Venture for an amount of € 6 million, (iv) as well as the share in the result of the Joint Ventures, a loss of € 10.7 million.

9. Net financial result

In thousands of € 31.12.2023 31.12.2022
Bank and other interest income 6,488 -
Interest income - loans to joint venture and associates 27,505 17,305
Net foreign exchange gains 73 -
Other financial income 10 24
Financial income 34,076 17,329
Bond interest expense (47,488) (52,140)
Bank interest expense – variable debt (1,971) (3,708)
Bank interest expense – interest rate swaps - hedging - -
Interest capitalised into investment properties 14,960 18,144
Fair value loss on interest rate derivatives - -
Net foreign exchange losses - (1,426)
Other financial expenses (5,608) (5,207)
Financial expenses (40,107) (44,337)
Net financial result (6,031) (27,008)

10. Earnings per share

10.1 Earnings per ordinary share (EPS)

In number 31.12.2023 31.12.2022
Weighted average number of ordinary shares (basic) 27,291,312 22,311,583
Weighted average number of ordinary shares (diluted) 27,291,312 22,311,583
Weighted average number of ordinary shares (diluted and after
correction for reciprocal interest through associates)
27,291,312 22,311,583
In thousands of € 31.12.2023 31.12.2022
Result for the period attributable to the Group and to ordinary
shareholders
87,292 (122,542)
Earnings per share (in €) - basic 3.20 (5.49)
Earnings per share (in €) - diluted 3.20 (5.49)
Earnings per share (in €) - after dilution and correction for
reciprocal interest through associates
3.20 (5.49)

10.2 EPRA NAV's – EPEA NAV's per share

The EPRA NAV metrics make adjustments to the IFRS NAV in order to provide stakeholders with the most relevant information on the fair value of the assets and liabilities. The three different EPRA NAV indicators are calculated on the basis of the following scenarios:

  1. 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.

    1. Net Tangible Assets: assumes that entities buy and sell assets, thereby realizing 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.
    1. 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 2023 EPRA
NRV
EPRA
NTA
EPRA
NDV
EPRA
NAV
EPRA
NNNAV
In thousands of €
IFRS NAV 2,214,417 2,214,417 2,214,417 2,214,417 2,214,417
IFRS NAV per share (in euros) 81.14 81.14 81.14 81.14 81.14
NAV at fair value (after the exercise of
options, convertibles and other equity)
2,214,417 2,214,417 2,214,417 2,214,417 2,214,417
To exclude:
Deferred tax 54,395 54,395 - 54,395 -
Fair value of financial instruments - - - - -
Intangibles as per IFRS balance sheet - (1,000) - -
Subtotal 2,268,812 2,267,812 2,214,417 2,268,812 2,214,417
Fair value of fixed interest rate debt - - 327,837 - 327,837
Real estate transfer tax 27,521 - - - -
NAV 2,296,333 2,267,812 2,542,254 2,268,812 2,542,254
Number of shares 27,291,312 27,291,312 27,291,312 27,291,312 27,291,312
NAV / share (in euros) 84.14 83.10 93.15 83.13 93.15
31 December 2022 EPRA
NRV
EPRA
NTA
EPRA
NDV
EPRA
NAV
EPRA
NNNAV
In thousands of €
IFRS NAV 2,202,175 2,202,175 2,202,175 2,202,175 2,202,175
IFRS NAV per share (in euros) 80.69 80.69 80.69 80.69 80.69
NAV at fair value (after the exercise of
options, convertibles and other equity)
2,202,175 2,202,175 2,202,175 2,202,175 2,202,175
To exclude:
Deferred tax 100,927 100,927 - 100,927 -
Fair value of financial instruments - - - - -
Intangibles as per IFRS balance sheet - (1,200) - -
Subtotal 2,303,102 2,301,902 2,202,175 2,303,102 2,202,175
Fair value of fixed interest rate debt - - 533,612 - 533,612
Real estate transfer tax 87,431 - - - -
NAV 2,390,533 2,301,902 2,735,787 2,303,102 2,735,787
Number of shares 27,291,312 27,291,312 27,291,312 27,291,312 27,291,312
NAV / share (in euros) 87.59 84.35 100.24 84.39 100.24

11. Investment properties

31.12.2023
In thousands of € Completed Under
Construction
Development
land
Total
As at January 1 1,276,093 561,489 558,120 2,395,702
Reclassification from held for sale 117,120 - 1,400 118,520
Capex 131,165 161,478 157,408 450,051
Acquisitions 79,407 49,538 83,489 212,434
Capitalised interest 4 12,125 2,660 14,789
Capitalised rent free and agent's fee 5,278 2,004 145 7,427
Sales and disposal (900,957) (313,100) (13,064) (1,227,121)
Transfer on start-up of development - 135,893 (135,893) -
Transfer on completion of development 278,610 (278,610) - -
Net gain (loss) from value adjustments in
investment properties
(17,696) 46,164 7 28,475
Reclassification to held for sale (448,579) (20,750) (21,964) (491,293)
As at December 31 520,445 356,231 632,308 1,508,984
31.12.2022
In thousands of € Completed Under
Construction
Development
land
Total
As at January 1 562,730 855,160 434,624 1,852,514
Reclassification from held for sale 183,100 160,770 3,735 347,605
Capex 306,291 298,459 25,351 630,101
Acquisitions 41,664 29,309 131,541 202,514
Capitalised interest 9,774 5,560 2,810 18,144
Capitalised rent free and agent's fee 10,467 2,576 - 13,043
Sales and disposal (353,665) - (3,757) (357,422)
Transfer on start-up of development - 40,178 (40,178) -
Transfer on completion of development 720,060 (720,060) - -
Net gain from value adjustments in investment
properties
(87,208) (110,463) 5,394 (192,277)
Reclassification to held for sale (117,120) - (1,400) (118,520)
As at December 31 1,276,093 561,489 558,120 2,395,702

12. Trade and other receivables

In thousands of € 31.12.2023 31.12.2022
Trade receivables 15,926 16,063
Tax receivables - VAT 58,328 87,048
Accrued income and deferred charges 2,470 2,280
Other receivables 10,142 17,882
Reclassification to (-) / from held for sale (7,380) (1,160)
Total 79,486 122,113

The reclassification to held for sale pertains mainly to the assets earmarked for the Fifth and Sixth Joint Venture.

13. Share capital and other reserves

13.1 Share capital

Issued and fully paid Number of Shares Par value of Shares
(€ 000)
Ordinary Shares issued at 1 January 2023 27,291,312 105,676
issue of new shares - -
Ordinary Shares issued at 31 December 2023 27,291,312 105,676

The statutory share capital of the Company amounts to € 136,092 k. The € 30.4 million capital reserve included in the Statement of Changes in Equity, relates to the elimination of the contribution in kind of the shares of a number of Group companies and the deduction of all costs in relation to the issuing of the new shares and the stock exchange listing of the existing shares from the equity of the company, at the time of the initial public offering ("IPO") in 2007 (see also "Statement of changes in equity").

13.2 Other Reserves

in thousands of € 31.12.2023 31.12.2022
As at 1 January 845,579 574,088
Share premium arising on the issue of new shares - 271,491
As at 31 December 845,579 845,579

14. Current and non-current financial debts

The contractual maturities of interest-bearing loans and borrowings (current and non-current) are as follows:

MATURITY 31.12.2023
In thousands of € Outstanding balance < 1 year > 1-5 year > 5 year
Non-current
Bank borrowings - - -
Schuldschein Loan 25,686 25,686 -
Bonds
3.35% bonds Mar - 25 79,933 79,933 -
3.50% bonds Mar - 26 189,514 189,514 -
1.50% bonds Apr - 29 596,147 - 596,147
1.625% bonds Jan - 27 497,654 497,654 -
2.25% bonds Jan - 30 496,220 - 496,220
1,859,468 767,101 1,092,367
Total non-current financial debt 1,885,154 792,787 1,092,367
Current
Bank borrowings - -
Schuldschein Loan 3,000 3,000
Bonds
3.25% bonds Jul - 24 74,939 74,939
Accrued interests 33,811 33,811
Liabilities related to disposal group held for sale -
Total current financial debt 111,750 111,750
Total current and non-current financial debt 1,996,904 111,750 792,787 1,092,367

The accrued interest relates mainly to the 6 1 issued bonds (€ 33.8 million).

The coupons of the bonds are payable annually on 6 July for the Jul-24 Bond, 30 March for the Mar-25 Bond, 19 March for the Mar-26, 8 April for the Apr-29 bond and 17 January for bonds Jan-27 & Jan-30. The interest on the Schuldschein loans are payable on a semi-annual basis on 15 April and 15 October for the variable rate Schuldschein loans and annually on 15 October for the fixed rate Schuldschein loans.

1 The issued bond as per January 10th 2022 has been considered as two bonds, given their dual tranche maturity as well as different cost.

MATURITY 31.12.2022
In thousands of € Outstanding balance < 1 year > 1-5 year > 5 year
Non-current
Bank borrowings - - - -
Schuldschein Loan 28,575 - 28,575 -
Bonds
3.25% bonds Jul - 24 74,820 - 74,820 -
3.35% bonds Mar - 25 79,879 - 79,879 -
3.50% bonds Mar - 26 189,295 - 189,295 -
1.50% bonds Apr - 29 595,416 - 595,416
1.625% bonds Jan - 27 496,884 496,884 -
2.25% bonds Jan - 30 495,595 - 495,595
Total non-current financial debt 1,960,464 - 869,454 1,091,010
Current
Bank borrowings - - - -
Schuldschein Loan - - - -
Bonds
2.75% bonds Apr - 23 149,897 149,897 - -
3.90% bonds Sep -23 224,534 224,534 - -
Accrued interests 39,273 39,273 - -
Total current financial debt 413,704 413,704 - -
Total current and non-current
financial debt
2,374,168 413,704 869,454 1,091,010

14.1.1 Bank loans

The loans and credit facilities granted to the VGP Group are all denominated in € can be summarised as follows (all figures below are stated excluding capitalised finance costs):

31.12.2023
In thousands of €
Facility
amount
Facility expiry
date
Outstanding
balance
< 1 year > 1-5
year
> 5
year
KBC Bank NV 75,000 31-dec-26 - - - -
Belfius Bank NV 75,000 31-dec-26 - - - -
Belfius Bank NV 100,000 31-jul-27 - - - -
BNP Parisbas Fortis 50,000 31-dec-26 - - - -
BNP Parisbas Fortis 50,000 31-dec-26 - - - -
JP Morgan AG 50,000 12-dec-25 - - - -
European Investment Bank 150,000 05-feb-34 - - - -
Total bank debt 550,000 - - - -
31.12.2022
In thousands of €
Facility
amount
Facility expiry
date
Outstanding
balance
< 1 year > 1-5
year
> 5
year
KBC Bank NV 75,000 31-dec-26 - - - -
Belfius Bank NV 75,000 31-dec-26 - - - -
Belfius Bank NV 100,000 31-jul-27 - - - -
BNP Paribas Fortis 50,000 31-dec-25 - - - -
BNP Paribas Fortis 50,000 31-dec-26 - - - -
JP Morgan AG 50,000 12-dec-25 - - - -
Total bank debt 400,000 - - - -

14.1.2 Schuldschein loans

The Schuldschein loans represents a combination of fixed and floating notes whereby the variable rates represent a nominal amount of € 21 million which is not hedged. The current average interest rate is 3.49 per cent per annum. The loans have a remaining weighted average term of 2.65 years.

31.12.2023
In thousands of €
Facility
amount
Facility expiry
date
Outstanding
balance
< 1 year > 1-5
year
> 5 year
Schuldschein loans 29,000 Oct -24 to Oct-27 29,000 3,000 26,000 -
31.12.2022
In thousands of €
Facility
amount
Facility expiry
date
Outstanding
balance
< 1 year > 1-5
year
> 5 year
Schuldschein loans 29,000 Oct -24 to Oct-27 29,000 - 29,000 -

14.1.3 Bonds

The following bonds have been repaid in 2023:

  • 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 )("Apr-23 Bond") — € 225 million fixed rate bonds due 21 September 2023 carry a coupon of 3.90% per annum. The bonds
  • have been listed on the regulated market of NYSE Euronext Brussels (ISIN Code: BE0002258276). ("Sep-23 Bond")

The following five bonds are outstanding at 31 December 2023:

  • € 75 million fixed rate bonds due 6 July 2024 which carry a coupon of 3.25% per annum. The bonds have been listed on the regulated market of NYSE Euronext Brussels (ISIN Code: BE0002287564). ("Jul-24 Bond")
  • € 80 million fixed rate bonds due 30 March 2025 carry a coupon of 3.35% per annum. The bonds are not listed (ISIN Code: BE6294349194). ("Mar-25 Bond")
  • € 190 million fixed rate bonds due 19 March 2026 carry a coupon of 3.50% per annum. The bonds have been listed on the regulated market of NYSE Euronext Brussels (ISIN Code: BE0002611896). ("Mar-26 Bond")
  • € 600 million fixed rate bonds due 8 April 2029 carry a coupon of 1.50% per annum. The bonds have been listed on the Luxembourg Stock Exchange (Euro MTF) (ISIN Code: BE6327721237). ("Apr-29 Bond")
  • € 1,000 million fixed rate bonds, dual tranche on five and eight years due 17 January 2027 and 17 January 2030, carry a coupon of 1.625% and 2.25% per annum. The bonds have been listed on the Luxembourg Stock Exchange (Euro MTF) (ISIN Code: BE6332786449 and BE6332787454). ("Jan-27 and Jan-30 Bond")

15. Other non-current liabilities

In thousands of € 31.12.2023 31.12.2022
Deposits 4,517 8,252
Retentions 9,330 19,057
Other non-current liabilities 27,535 20,772
Reclassification to liabilities related to disposal group held for sale (3,297) (1,662)
Total 38,085 46,419

The other non-current liabilities decreased by € 8.3 million which is the result of (i) a decrease in deposits received from tenants (- € 3,7 million) and (ii) long-term retentions (- € 9.7 million). Last year the deposits and retentions were mainly in companies which are sold in 2023 to the Fifth Joint Venture.

The increase in other non-current liabilities is mainly the result of a higher provision for LTIP.

16. Trade debt and other current liabilities

In thousands of € 31.12.2023 31.12.2022
Trade payables 67,023 98,079
Deposits - -
Retentions 1,491 4,945
Accrued expenses and deferred income 5,189 3,330
Other payables 21,599 10,507
Reclassification to liabilities related to disposal group held for sale (11,227) (6,185)
Total 84,075 110,676

The trade debts and other current liabilities lowered by € 26 million. The trade payables decreased by € 31 million. Other payables increased to € 21.6 million and relates mainly to VAT payables, short-term leasing obligations (mainly in Renewable Energy) and obligations for wages.

17. Assets classified as held for sale and liabilities associated with those assets

In thousands of € 31.12.2023 31.12.2022
Intangible assets - -
Investment properties 875,817 292,541
Property, plant and equipment - -
Deferred tax assets - -
Trade and other receivables 7,380 1,160
Cash and cash equivalents 9,424 6,205
Disposal group held for sale 892,621 299,906
Non-current financial debt - -
Other non-current financial liabilities - -
Other non-current liabilities (3,297) (1,662)
Deferred tax liabilities (38,760) (25,095)
Current financial debt - -
Trade debts and other current liabilities (11,227) (6,187)
Liabilities associated with assets classified as held for sale (53,284) (32,944)
TOTAL NET ASSETS 839,337 266,962

In order to sustain its growth over the medium term, VGP entered into three 50/50 joint ventures with Allianz (First, Second and the recently terminated Fourth Joint Venture) in respect of acquiring income generating assets developed by VGP. These Joint Ventures act as an exclusive take-out vehicle of the income generating assets, allowing VGP to partially recycle its initially invested capital when completed projects are acquired by the Joint Ventures. VGP is then able to re-invest the proceeds in the continued expansion of its development pipeline, including the further expansion of its land bank, allowing VGP to concentrate on its core development activities.

Each of these joint ventures have an exclusive right of first refusal in relation to acquiring the following income generating assets of the Group: (i) for the First Joint Venture: the assets located in the Czech Republic, Germany, Hungary and the Slovak Republic; and (ii) for the Second Joint Venture: the assets located in Austria, Italy, the Benelux, Portugal, Romania and Spain.

The development pipeline which will be transferred as part of any future acquisition transaction between the Joint Venture and VGP is being developed at VGP's own risk and subsequently acquired and paid for by these joint ventures subject to pre-agreed completion and lease parameters.

The investment properties which are being developed by VGP on behalf of the First and Second Joint Venture have a total net asset value of € 35.9 million.

The Fourth Joint Venture was due to become effective at the moment of its first closing, which was initially expected to occur in November 2022. However, in view of the limited transparency on pricing of the seed portfolio in the current volatile market environment, Allianz decided not to proceed with the first initial pipeline portfolio closing of the Fourth Joint Venture. To this end Allianz formally waived the exclusivity obligation in respect of the initial pipeline portfolio allowing VGP to sell the initial pipeline portfolio to one or multiple third parties, including through the establishment of a new alternative joint venture(s). As no further transaction with the Fourth Joint Venture were envisaged on the short to midterm, the Joint Venture has been terminated.

As per 21 July 2023, VGP entered into a new Joint Venture agreement (the Fifth Joint Venture) with Deka of which a first closing took place in August '23. The remaining assets have been classified as held for sale and these assets have been recognized at the agreed fair market value with the Joint Venture partner net of ancillary cost and gains such as supplementary rent and construction variation orders, remaining rent incentives and transaction fees. The total net assets pertaining to the Fifth Joint Venture amount to € 338.1 million.

As per 15 December 2023 VGP entered into a new Joint Venture agreement with AREIM Pan-European Logistics Fund (D) AB, or Areim, on a 50:50 basis, with the purpose of investing into VGP developed assets in Germany, Czech Republic, France, Slovakia and Hungary. The venture will utilize debt up to a loan-to-value of 35%. The investor, Areim, has committed a € 500 million equity investment. The investment period lasts until 15 December 2028, with possibilities to extend the Joint Venture by mutual agreement. A seed portfolio has been identified and has been classified as held for sale and these assets have been recognized at the agreed fair market value with the Joint Venture partner net of ancillary cost and gains such as supplementary rent and construction variation orders and remaining rent incentives. The total net assets pertaining to the Sixth Joint Venture amount to € 465 million.

18. Cash flow statement

In thousands of € 31.12.2023 31.12.2022
Cash flow from operating activities (27,331) (70,637)
Cash flow from investing activities (8,078) (566,150)
Cash flow from financing activities (450,050) 1,116,401
Net increase/(decrease) in cash and cash equivalents (485,459) 479,614

19. Cash flow from disposal of subsidiaries and investment properties

In thousands of € 31.12.202
3
Second
Joint
Venture
First
Joint
Venture
Fifth
Joint
Venture
Third Joint
Venture
Other
Investment
property
1,034,382 252,672 117,331 664,379 - -
Trade and other
receivables
46,404 3,678 1,003 41,723 - -
Cash and cash
equivalents
71,515 2,255 7,270 61,990 - -
Non-current
financial debt
- - - - - -
Shareholder debt (755,586) (167,525) (75,080) (512,981) - -
Other non-current
financial liabilities
(14,933) (1,244) (1,668) (12,021) - -
Deferred tax
liabilities
(56,057) (20,430) (7,210) (28,417) - -
Trade debts and
other current
liabilities
(62,363) (2,309) (6,215) (53,839) - -
Total net assets
disposed
263,362 67,097 35,431 160,834 - -
Realized valuation
gain on sale
59,021 18,557 9,928 30,776 - (240)
Total non
controlling interest
retained by VGP
(1,027) - (1,027) - - -
Additional share
price due at
completion of
buildings
7,025 - - - 7,025 -
Shareholder loans
repaid at closing
584,407 154,834 67,083 362,490 - -
Equity contribution (165,028) (43,831) (22,105) (99,092) - -
Total
consideration
747,760 196,657 89,310 455,008 7,025 (240)
Consideration to
be received
- - - - - -
Consideration
paid in cash
747,760 196,657 89,310 455,008 7,025 (240)
Cash disposed (71,515) (2,255) (7,270) (61,990) - -
Net cash inflow
from divestment
of subsidiaries
and investment
676,245 194,402 82,040 393,018 7,025 (240)
properties

In thousands of € 31.12.2022 Second
Joint
Venture
First
Joint
Venture
Fifth
Joint
Venture
Third
Joint
Venture
Other
Investment property 369,657 294,209 75,448 - - -
-Trade and other receivables 16,019 16,019 - - - -
Cash and cash equivalents 18,086 18,086 - - - -
Non-current financial debt - - - - - -
Shareholder Debt (191,009) (191,009) - - - -
Other non-current financial
liabilities
(2,458) (2,458) - - - -
Deferred tax liabilities (76,675) (25,898) (50,777) - - -
Trade debts and other current
liabilities
(13,511) (13,511) - - - -
Total net assets disposed 120,109 95,438 24,671 - - -
Realized valuation gain on sale 87,612 49,015 11,321 - 27,163 113
Total non controlling interest
retained by VGP
(227) - (227) - - -
Additional share price due at
completion of buildings
63,689 - - - 63,689 -
Shareholder loans repaid at
closing
205,491 168,562 36,929 - - -
Equity contribution (104,190) (72,727) (17,882) - (13,581) -
Total consideration 372,484 240,288 54,812 - 77,271 113
Consideration to be received (7,026) - - - (7,026)
Consideration paid in cash 365,458 240,288 54,812 - 70,245 113
Cash disposed (18,086) (18,086) - - -
Net cash inflow from
divestment of subsidiaries and
investment properties
347,372 222,202 54,812 - 70,245 113

20. Capital management

VGP is continuously optimising its capital structure targeting to maximise shareholder value while keeping the desired flexibility to support its growth. The Group operates within and applies a maximum gearing ratio of net debt / total shareholders' equity and liabilities at 65%.

As at 31 December 2023 the Group's gearing was as follows:

In thousands of € 31.12.2023 31.12.2022 30.6.2023
Non-current financial debt 1,885,154 1,960,464 1,961,768
Other non-current financial liabilities - - -
Current financial debt 111,750 413,704 247,752
Financial debt classified under liabilities related to
disposal group held for sale
- - -
Total financial debt 1,996,904 2,374,168 2,209,520
Cash and cash equivalents (209,921) (699,168) (334,870)
Cash and cash equivalents classified as disposal group
held for sale
(9,424) (6,205) (22,654)
Total net debt (A) 1,777,559 1,668,795 1,851,996
Total shareholders 'equity and liabilities (B) 4,410,704 4,846,053 4,623,707
Gearing ratio ((A)/(B)) 40.3% 34.4% 40.1%

21. Contingencies and commitments

(in thousands of €) 31.12.2023 31.12.2022
Contingent liabilities 40,950 6,230
Commitments to purchase land 58,270 149,266
Commitments to develop new projects 296,513 370,629

Contingent liabilities mainly relate to bank guarantees linked to land plots and built out of infrastructure on development land.

The commitment to purchase land relates to contracts concerning the future purchase of 795,000 m² of land for which deposits totalling € 2.9 million have been made. The down payment on land was classified under investment properties as at 31 December 2023 (same classification treatment applied for 2022) and is mainly composed of € 2.2 million for the acquisition of a land plot located in Vejle, Denmark.

It is expected that 30.2 million of the commitments to purchase land and € 284.3 million of the commitments to develop new projects will be payable in '24.

22. Events after the balance sheet date

As per January '24, the group acquired its first site in Denmark, which is located in the northern part of the Triangle Region, a commercially important region in the centre of Denmark. On an area of more than 175,000 m² will be developed more than 80,000 m² of semi-industrial premises which are suitable for light industry and logistics services. The site is adjacent to the highway E45, exit 61b Vejle Syd. The park will offer full-scale services including photovoltaics, on-site electric car charging and high-quality technical and sustainable features.

As per February '24, the group divested its stake in the LPM Joint Venture for a consideration of ca € 170 million.

SUPPLEMENTARY NOTES

1 INCOME 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% and 10.1%) in the German asset companies of the Joint Ventures have been included in the Joint Ventures' figures (share of VGP).

Proportionally consolidated income statement 31.12.2023 31.12.2022
In thousands of € Group Joint
Ventures
Total Group Joint
Ventures
Total
Gros rental and renewable energy income 69,003 102,073 171,076 51,230 72,539 123,769
Property operating expenses (5,534) (10,496) (16,030) (8,223) (8,412) (16,635)
Net rental and renewable energy income 63,469 91,577 155,046 43,007 64,127 107,134
Joint venture management fee income 26,925 - 26,925 21,537 - 21,537
Net valuation gains / (losses) on investment properties 87,958 (61,179) 26,779 (97,230) (106,117) (203,347)
Administration expenses (48,863) (1,837) (50,700) (33,956) (1,333) (35,289)
Other expenses - - - (3,000) - (3,000)
Operating result 129,489 28,561 158,050 (69,642) (43,323) (112,965)
Net financial result (6,031) (35,434) (41,465) (27,008) (16,756) (43,764)
Taxes (25,451) (3,842) (29,293) 20,035 14,152 34,187
Result for the period 98,007 (10,715) 87,292 (76,615) (45,927) (122,542)

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% and 10.1%) in the German asset companies of the Joint Ventures have been included in the Joint Ventures' figures (share of VGP).

Proportionally consolidated
balance sheet
31.12.2023 31.12.2022
In thousands of € Group Joint
Venture
Total Group Joint
Venture
Total
Investment properties 1,508,984 2,442,718 3,951,702 2,395,702 1,916,347 4,312,049
Investment properties included in
assets held for sale
875,817 - 875,817 292,541 - 292,541
Total investment properties 2,384,801 2,442,718 4,827,519 2,688,243 1,916,347 4,604,590
Other assets 682,464 2,238 684,702 437,963 3,965 441,928
Total non-current assets 3,067,265 2,444,956 5,512,221 3,126,206 1,920,312 5,046,518
Trade and other receivables 79,486 50,810 130,296 122,113 36,462 158,575
Cash and cash equivalents 209,921 74,355 284,276 699,168 51,207 750,375
Disposal group held for sale 16,804 - 16,804 7,365 - 7,365
Total current assets 306,211 125,165 431,376 828,646 87,669 916,315
Total assets 3,373,476 2,570,121 5,943,597 3,954,852 2,007,981 5,962,833
Non-current financial debt 1,885,154 1,310,253 3,195,407 1,960,464 926,409 2,886,873
Other non-current financial
liabilities
- 256 256 - - -
Other non-current liabilities 38,085 13,581 51,666 46,419 8,308 54,727
Deferred tax liabilities 23,939 135,625 159,564 79,671 124,440 204,111
Total non-current liabilities 1,947,178 1,459,715 3,406,893 2,086,554 1,059,157 3,145,711
- -
Current financial debt 111,750 20,613 132,363 413,704 17,805 431,509
Trade debts and other current
liabilities
84,075 52,564 136,640 110,676 39,818 150,494
Liabilities related to disposal group
held for sale
53,284 - 53,284 32,944 - 32,944
Total current liabilities 249,109 73,178 322,287 557,323 57,623 614,946
Total liabilities 2,196,287 1,532,893 3,729,180 2,643,877 1,116,780 3,760,657
Net assets 1,177,189 1,037,298 2,214,417 1,310,975 891,201 2,202,176

PARENT COMPANY INFORMATION For the year ended 31 December 2023

1 Financial Statement

1.1 Condensed income statement

In thousands of € 2023 2022
Other operating income 7,054 21,630
Operating profit or loss (6,666) 1,897
Financial result 118,081 36,780
Non-recurring income / (expense) financial assets 175,261 111,688
Current and deferred income taxes (11,876) (5,002)
Result for the year 274,800 145,362

1.2 Condensed balance sheet after profit appropriation

In thousands of € 2023 2022
Formation expenses, intangible assets 18,271 23,737
Tangible fixed assets 91 134
Financial fixed assets 3,481,466 3,271,101
Other non-current receivables 9,705 9,705
Total Non-current assets 3,509,533 3,304,677
Trade and other receivables 31,714 24,225
Cash & cash equivalents 48,678 441,162
Total current assets 80,392 465,387
TOTAL ASSETS 3,589,925 3,770,064
Share capital 136,092 136,092
Share Premium 759,509 759,509
Non-distributable reserves 13,609 13,609
Retained earnings 554,779 380,957
Shareholders' equity 1,463,989 1,290,167
Amounts payable after one year 1,903,605 1,980,071
Amounts payable within one year 222,331 499,826
Creditors 2,125,936 2,479,897
TOTAL EQUITY AND LIABILITIES 3,589,925 3,770,064

GLOSSARY

Allianz or Allianz Real Estate

Means, in relation to (i) 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)the Second Joint Venture, Allianz AZ Finance VII Luxembourg S.A., and (iii) the Third Joint Venture, Allianz Pensionskasse AG, Allianz Versorgungskasse Versicherungsverein a.G., Allianz Lebensversicherungs-AG and Allianz Lebensversicherungs AG.

Allianz Joint Ventures or AZ JV

Means the First Joint Venture, the Second Joint Venture and the Third Joint Venture taken together.

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

Means either and each of (i) the joint venture agreement made between Allianz and VGP NV in relation to the First Joint Venture; (ii) the joint venture agreement made between Allianz and VGP NV in relation to the Second Joint Venture; and (iii) the joint venture agreement made between Allianz and VGP Logistics S.à r.l. (a 100% subsidiary of VGP NV) in relation to the Third Joint Venture.

Annualized committed leases or annualized rent income

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

Break

First option to terminate a lease.

Contractual rent

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

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 Ventures

Means LPM, Grekon and the 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

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

First Joint Venture

Means VGP European Logistics S.à r.l., the 50:50 joint venture between VGP and Allianz, also referred to as "Rheingold"

Fourth Joint Venture

Means VGP European Logistics 3 S.à r.l., the 50:50 joint venture between VGP and Allianz, also referred to as "Europa"

Fifth Joint Venture

Means the 50:50 joint venture between Deka Immobilien, through their funds "Deka Immobilien Europa" and "Deka Westinvest InterSelect" and VGP.

Grekon Joint Venture or Grekon

Means Grekon 11 GmbH, the 50:50 joint venture between VGP and Revikon GmbH, part of Weimar Gruppe

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.

Joint Ventures

Means either and each of (i) the First Joint Venture; (ii) the Second Joint Venture, (iii) the Third Joint Venture, (iv) the LPM Joint Venture, (v) the Grekon Joint Venture; and (vi) the Fifth Joint Venture .

LPM Joint Venture or LPM

Means LPM Holding B.V., the 50:50 joint venture between VGP and Roozen Landgoederen Beheer.

LPM JVA or LPM Joint Venture Agreement

Means the joint venture agreement made between Roozen Landgoederen Beheer and VGP NV in relation to the LPM Joint Venture.

Lease expiry date

The date on which a lease can be cancelled.

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 annualized 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.

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.

Roozen or Roozen Landgoederen Beheer

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

Second Joint Venture

Means VGP European Logistics 2 S.à r.l., the 50:50 joint venture between VGP and Allianz, also referred to as "Aurora"

Sixth Joint Venture

Means 50:50 Joint Venture with AREIM Pan-European Logistics Fund (D) AB, or Areim, also referred to as "Saga"

Third Joint Venture

Means VGP Park München Gmbh, the 50:50 joint venture between VGP and Allianz.

VGP European Logistics or VGP European Logistics joint venture

Means the First Joint Venture.

VGP European Logistics 2 or VGP European Logistics 2 joint venture

Means the Second Joint Venture.

VGP Park Moerdijk

Means the LPM Joint Venture.

VGP Park Belartza Joint Venture

Means Belartza Alto SXXI, S.L., a 50:50 joint venture between VGP en VUSA

VGP Park München or VGP Park München joint venture

Means the Third Joint Venture.

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.

Take-up

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

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