Quarterly Report • Aug 30, 2015
Quarterly Report
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31 August 2015
During the first half of 2015 VGP continued to perform strongly with development and leasing activities reaching record levels.
Germany confirmed its role as the leading growth market of the Group during the first half. More than 50% of the current developments under construction are located in Germany.
1 The net profit as at 30 June 2014 included the estimated € 13.4 million profit on the sale of the associates' portfolio (VGP CZ I & IV and II). The sale of these portfolios was completed in October 2014.
In other markets, such as Slovakia, Czech Republic, Estonia and Romania development and leasing activities were also buoyant with Czech Republic clearly remaining the second market for VGP with a share of 25% of the current developments under construction.
During the first half of 2015 VGP's activities can be summarised as follows:
1 The net profit as at 30 June 2014 included the estimated € 13.4 million profit on the sale of the associates' portfolio (VGP CZ I & IV and II). The sale of these portfolios was completed in October 2014.
The gross rental income reflects the full impact of the income generating assets delivered during 2015. The gross rental income for the period ending 30 June 2015 increased by 71.6% to 7.0 million for the period ending 30 June 2015 compared to € 4.1 million for the period ending 30 June 2014.
Supported by the continued increase in demand for lettable space in almost all of its markets VGP signed 25 new leases during the first half year. These contracts represent in total more than € 11.3 million annualised rental income of which € 10.5 million relate to new leases and € 0.9 million relate to replacement leases.
The annualised committed leases therefore increased to € 33.1 million as at the end of June 2015 (compared to € 22.6 million as at 31 December 2014).
The committed annualised rent income represents the annualised rent income generated or to be generated by executed lease – and future lease agreements.
Germany was the main driver of the increases in committed leases with € 5.0 million of new leases signed during the first half year. The other countries also performed very well with new leases being signed in the Czech Republic + € 2.2 million, Slovakia + € 1.9 million, Hungary + € 1.5 million, Romania + € 0.6 million and finally € 0.1 million in Estonia.
The signed committed lease agreements represent a total of 614,477 m² of lettable area with the weighted average term of the committed leases standing at 7.9 years at the end of June 2015 compared to 7.8 years as at 31 December 2014.
The property and facility management income reached € 1.3 million for the period compared to € 1.4 million for the period ending June 2014.
The property and facility management is expected to start growing again in the near future as more and more buildings are being completed and delivered to tenants.
As at 30 June 2015 the net valuation gain on the property portfolio reaches € 48.1 million against a net valuation gain of € 40.9 million per 30 June 2014.
The trend of improving yields continued during the first half of 2015. As a result the total property portfolio, excluding development land, is being valued by the valuation expert at 30 June 2015 based on an average market rate of 7.42% (compared to 7.81% as at 31 December 2014) applied to the contractual rents increased by the estimated rental value on unlet space.
The (re)valuation of the portfolio was based on the appraisal report of Jones Lang LaSalle.
For the period ending 30 June 2015, the financial income included € 2.7 million of unrealised gains on interest rate derivatives. This unrealised gain was mainly driven by 2 interest rate transactions concluded during the first half year i.e. in order to mitigate its future interest rate risk the Group concluded 2 new interest rate swaps, each for a notional amount of € 75 million. These 2 interest rate swaps will start in July 2017 and December 2018 and will run until July 2022 and December 2023 respectively. The average interest rate which has been fixed is 0.84% p.a.
As at 30 June 2015 no interest income from loans to associates was recorded (compared to € 1.8 million as at 30 June 2014) due to the repayment of all shareholder loans to the associates in October 2014.
As a result the net financial expenses reached € 2.5 million as at 30 June 2015 compared to € 3.2 million as at 30 June 2014.
The financial debt increased from € 198.8 million as at 31 December 2014 to € 234.0 million as at 30 June 2015. The increase was mainly driven by an increase in bank debt which increased to € 80.1 million compared to € 49.1 million as at 31 December 2014.
The gearing ratio1 of the Group remains conservative and stood at 37.4% at the end of June 2015 compared to a gearing level of 33.2% as at 31 December 2014.
The fair value of the investment property and the investment property under construction (the "property portfolio") as at 30 June 2015 increased with 21.0% to a record level of € 503.5 million compared to € 416.1 million as at 31 December 2014.
During 2015, 8 building were completed totalling 98,567 m².
These buildings were delivered in following locations. In Germany: 3 buildings totalling 30,558 m² in VGP Park Hamburg, 1 building of 19,805 in VGP Park Rodgau and 1 building of 15,140 m² in VGP Park Höchstadt. In the other countries: 1 building of 15,270 m² in VGP Park Malacky (Slovakia), 1 building of 10,384 m² in VGP Park Timisoara (Romania) and finally 1 building of 7,410 m² in VGP Park Nehatu (Estonia).
At the end of June 2015 VGP has the following 19 new buildings under construction: In Germany: 2 buildings in VGP Park Hamburg, 4 buildings in VGP Park Rodgau, 1 building in VGP Park Borna and 1 building in VGP Park Berlin. In the Czech Republic: 1 building in VGP Park Tuchomerice, 1 building in VGP Park BRNO, 2 buildings in VGP Park Plzen, 1 building in VGP Park Usti nad Labem and 2 buildings in VGP Park Olomouc which will be merged into one building on completion. In the other countries: 1 building in VGP Park Nehatu (Estonia), 2 buildings in VGP Park Malacky (Slovakia) and
1 Gearing calculated as "net debt / total equity and liabilities"
finally 1 building in VGP Park Timisoara (Romania). The new buildings under construction on which several pre-leases have already been signed, represent a total future lettable area of 322,014 m².
During the first half of 2015 VGP continued to target a significant amount of land plots in order to ensure that the land bank remains sufficiently large to support the development pipeline for future growth.
VGP has currently a land bank in full ownership of 2,950,204 m². The land bank allows VGP to develop besides the current completed projects and projects under construction a further 626,000 m² of lettable area of which 440,000 m² in Germany, 51,000 m² in the Czech Republic, and 135,000 in the other countries.
Besides this VGP has another 954,000 m² of new land plots under option. These land plots have a development potential of approx. 389,000 m² of new projects. These remaining land plots are expected to be acquired during the second half of 2015.
During the month of August 2015, VGP was able to secure a land plot of 540,000 in Bratislava (Slovakia). This land plot will be acquired in 2 phases i.e. phase 1 (200,000 m²) and phase 2 (340,000 m²) and will allow VGP to develop in total circa 240,000 m².
During the first half year VGP established itself in Spain by opening an office in Barcelona. VGP has in the meantime targeted a number of land plots and it is anticipated that first acquisitions of land will occur during the second half of 2015.
VGP is also looking at expanding into the Nordic countries and is actively looking to secure land plots to start up its development activities there.
A 85,000 m² secured land plot located next to the ring road of Budapest (Hungary) was acquired during the month of August 2015. The development of a pre-let building of 22,892 m² was immediately started up and should be completed early 2016. The building is fully pre-let to a blue chip company under a 12 year lease contract.
As mentioned before in Slovakia VGP was able to secure an additional 540,000 m² land plot close to Bratislava during August 2015.
In order to strengthen its consolidated equity base and support its further growth, VGP NV issued subordinated perpetual securities in July 2015 for an aggregate amount of € 20 million. The securities were fully underwritten by the reference shareholders of the company, VM Invest NV and Little Rock SA after complying with the conflict of interest procedure in accordance with article 523 of the Belgian
Companies Code and article 16 of the articles of association of the Company. The securities are not convertible into VGP shares and, hence, do not entail dilution for the shareholders.
As at the end of June 2015 the deferred tax liabilities increased from € 27.3 million at the end of December 2014 to € 42.3 million at the end of June 2015. The increase is due to the deferred tax recorded on the fair value adjustment of the property portfolio and has therefore no effect on the liquidity position of the Group.
The overview of the most significant risks to which the VGP Group is exposed to can be found on page 36 to 37 of the Annual Report 2014. These risks remain actual and valid and will continue to apply for the remainder of the financial year.
Based on the positive trend in the demands for lettable area recorded by VGP during 2015 and the continuing trend seen after the first half year, and provided there are no unforeseen events of economic and financial markets nature, VGP should be able to continue to substantially expand its rent income and property portfolio through the completion and start-up of additional new buildings.
During the second half of 2015 VGP will continue to review its sources of funding and funding strategy in order to enable the Group to continue to invest in the expansion of the land bank to support its development activities as well as to maximise shareholder value.
The Board of Directors of VGP NV represented by Mr Marek Šebest'ák, Chairman, VM Invest NV represented by Mr Bart Van Malderen, Jan Van Geet s.r.o. represented by Mr Jan van Geet, CEO, Mr Alexander Saverys and Rijo Advies BVBA, represented by Mr Jos Thys, jointly certify that, to the best of their knowledge,
Mr Jan Van Geet Mr Dirk Stoop CEO CFO Tel. + 420 602 404 790 Tel.+32 52 45 43 86 E-mail: [email protected] E-mail: [email protected]
VGP (www.vgpparks.eu) constructs and develops high-end semi-industrial real estate and ancillary offices which are subsequently rented out to reputable clients on long term lease contracts. VGP has an in-house team which manages all activities of the fully integrated business model: from identification and acquisition of land, to the conceptualisation and design of the project, the supervision of the construction works, contracts with potential tenants and the facility management.
VGP is quoted on Euronext Brussels and the Main Market of the Prague Stock Exchange.
For the year period 30 June
| INCOME STATEMENT (in thousands of €) | 30.06.2015 | 30.06.2014 |
|---|---|---|
| Revenue2 | 10,165 | 6,341 |
| Gross rental income | 6,980 | 4,067 |
| Service charge income | 1,540 | 786 |
| Service charge expenses | (1,501) | (714) |
| Property operating expenses | (540) | (811) |
| Net rental income | 6,479 | 3,328 |
| Property and facility management income | 1,328 | 1,436 |
| Property development income | 317 | 52 |
| Net valuation gains / (losses) on investment properties | 48,059 | 40,928 |
| Administration expenses | (5,783) | (2,547) |
| Other income | 201 | 239 |
| Other expenses | (582) | (344) |
| Share in result of associates | 5 | 13,412 |
| Operating profit / (loss) | 50,024 | 56,504 |
| Financial income | 3,050 | 1,760 |
| Financial expenses | (5,508) | (4,924) |
| Net financial result | (2,458) | (3,164) |
| Profit before taxes | 47,566 | 53,340 |
| Taxes | (15,360) | (9,964) |
| Profit for the period | 32,206 | 43,376 |
| Attributable to: | ||
| Shareholders of VGP NV | 32,206 | 43,376 |
| Non-controlling interests | - | - |
| RESULT PER SHARE | 30.06.2015 | 30.06.2014 |
|---|---|---|
| Basic earnings per share (in €) | 1.73 | 2.33 |
| Diluted earnings per share (in €) | 1.73 | 2.33 |
| Basic earnings per share – after correction of reciprocal interest | ||
| through associates (in €) | 1.77 | 2.39 |
1 The condensed interim consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the European Union
2 Revenue is composed gross rental income, service charge income, property and facility management income and property development income.
| STATEMENT OF COMPREHENSIVE INCOME (in thousands of €) | 30.06.2015 | 30.06.2014 |
|---|---|---|
| Profit for the period | 32,206 | 43,376 |
| 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 | 32,206 | 43,376 |
| Attributable to: | ||
| Shareholders of VGP NV | 32,206 | 43,376 |
| Non-controlling interest | - | - |
| ASSETS (in thousands of €) | 30.06.2015 | 31.12.2014 |
|---|---|---|
| Goodwill | 631 | 631 |
| Intangible assets | 36 | 57 |
| Investment properties | 503,467 | 416,089 |
| Property, plant and equipment | 448 | 370 |
| Non-current financial assets | 2,742 | - |
| Investments in associates | 22 | 17 |
| Deferred tax assets | 220 | 258 |
| Total non-current assets | 507,566 | 417,422 |
| Trade and other receivables | 7,282 | 6,822 |
| Cash and cash equivalents | 30,586 | 43,595 |
| Total current assets | 37,868 | 50,417 |
| TOTAL ASSETS | 545,434 | 467,839 |
| SHAREHOLDERS' EQUITY AND LIABILITIES (in thousands of €) |
30.06.2015 | 31.12.2014 |
|---|---|---|
| Share capital | 62,251 | 62,251 |
| Retained earnings | 185,303 | 153,097 |
| Other reserves | 69 | 69 |
| Shareholders' equity | 247,623 | 215,417 |
| Non-current financial debt | 222,943 | 193,034 |
| Other non-current financial liabilities | 1,435 | 1,656 |
| Other non-current liabilities | 1,376 | 1,122 |
| Deferred tax liabilities | 42,292 | 27,329 |
| Total non-current liabilities | 268,046 | 223,141 |
| Current financial debt | 11,008 | 5,722 |
| Trade debts and other current liabilities | 18,757 | 23,559 |
| Total current liabilities | 29,765 | 29,281 |
| Total liabilities | 297,811 | 252,422 |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 545,434 | 467,839 |
| STATEMENT OF CHANGES IN EQUITY (in thousands of €) |
Statutory share capital |
Capital reserve ¹ |
IFRS share capital |
Retained earnings |
Share premium |
Total equity |
|---|---|---|---|---|---|---|
| Balance as at 1 January 2014 | 112,737 | (50,486) | 62,251 | 103,737 | 69 | 166,057 |
| Other comprehensive income / (loss) | - | - | - | - | - | - |
| Result of the period | - | - | - | 43,376 | - | 43,376 |
| Effect of disposals | - | - | - | - | - | 0 |
| Total comprehensive income / (loss) | - | - | - | 43,376 | - | 43,376 |
| Balance as at 30 June 2014 | 112,737 | (50,486) | 62,251 | 147,113 | 69 | 209,433 |
| Balance as at 1 January 2015 | 112,737 | (50,486) | 62,251 | 153,097 | 69 | 215,417 |
| Other comprehensive income / (loss) | - | - | - | - | - | - |
| Result of the period | - | - | - | 32,206 | - | 32,206 |
| Effect of disposals | - | - | - | - | - | - |
| Total comprehensive income / (loss) | - | - | - | 32,206 | - | 32,206 |
| Balance as at 30 June 2015 | 112,737 | (50,486) | 62,251 | 185,303 | 69 | 247,623 |
¹ Capital reserve 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").
| CASH FLOW STATEMENT (in thousands of €) | 30.06.2015 | 30.06.2014 |
|---|---|---|
| Cash flows from operating activities | ||
| Profit before taxes | 47,566 | 53,340 |
| Adjustments for: | ||
| Depreciation | 96 | 76 |
| Unrealised (gains) /losses on investment properties | (48,055) | (40,895) |
| Realised( gains) / losses on disposal of subsidiaries and investment properties | (4) | (33) |
| Unrealised (gains) / losses on financial instruments and foreign exchange | (2,722) | 1,030 |
| Interest (received) | (32) | (1,759) |
| Interest paid | 1,696 | 76 |
| Share in result of associates | 5 | (13,412) |
| Operating profit before changes in working capital and provisions | (1,450) | (1,577) |
| Decrease/(Increase) in trade and other receivables | (694) | (74) |
| (Decrease)/Increase in trade and other payables | (13,126) | (1,350) |
| Cash generated from the operations | (15,270) | (3,001) |
| Interest received | 32 | 1,759 |
| Interest (paid) | (1,696) | (76) |
| Income taxes paid | (99) | (324) |
| Net cash from operating activities | (17,033) | (1,642) |
| Cash flows from investing activities | ||
| Proceeds from disposal of subsidiaries | - | - |
| Proceeds from disposal of tangible assets | 1 | 255 |
| Acquisition of subsidiaries | (52) | - |
| (Loans provided to) / loans repaid by associates | - | 230 |
| Investment property and investment property under construction | (26,993) | (59,300) |
| Net cash from investing activities | (27,044) | (58,815) |
| Cash flows from financing activities | ||
| Gross dividends paid | - | |
| Net Proceeds / (cash out) from the issue / (repayment) of share capital | - | (7,619) |
| Proceeds from loans | 32,830 | 7,957 |
| Loan repayments | (1,812) | (530) |
| Net cash from financing activities | 31,018 | (192) |
| Net increase / (decrease) in cash and cash equivalents | (13,059) | (60,649) |
| Cash and cash equivalents at the beginning of the period | 43,595 | 79,226 |
| Effect of exchange rate fluctuations | 50 | (46) |
| Cash and cash equivalents at the end of the period | 30,586 | 18,531 |
| Net increase / (decrease) in cash and cash equivalents | (13,059) | (60,649) |
The condensed consolidated interim financial statements have been prepared in accordance with IAS 34 "Interim Financial Reporting", as adopted by the European Union. The condensed consolidated financial information was approved for issue on 28 August 2015 by the Board of Directors.
The condensed consolidated interim 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).
The accounting policies adopted are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2014 except for the following new standards, amendments to standards and interpretations which became effective during the first half year of 2015:
The initial recognition of the above new standards did not have a material impact on the financial position and performance of the Group.
A segment is a distinguishable component of the Group that is engaged either in providing products or services (business segment), or in providing products or services within a particular economic area (geographic segment) and which is subject to risks and rewards that are different from those of other segments. As the majority of the assets of the Group are geographically located in the Czech Republic and increasingly in Germany, a distinction between the Czech Republic, Germany and the other countries ("Other countries") has been made. The segment assets include all items directly attributable to the segment as well as those elements that can reasonably be allocated to a segment (financial assets and income tax receivables are therefore part of segment assets). Given the growing importance of property and facility management services the income on the property and facility management as well as the development businesses have been separately included on a geographical basis. Unallocated amounts include the administrative costs incurred for the Group's supporting functions. All rent income is coming from semi-industrial buildings. There is no risk concentration in terms of income contribution from a single tenant. The unallocated assets relate to cash equivalents of VGP NV (€ 18.3 million) and other (€2.0 million).
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| Pro de lop inc ert nt p y ve me om e |
- | - | - | - | - | - | - | - | - | - | - | - |
| Ne lua ion ins / ( los ) o t v t a g a ses n inv est nt ert me p rop y |
3, 4 3 1 |
6, 4 0 6 |
2, 7 6 8 |
1, 3 0 8 |
5 2 |
1, 7 2 6 |
5 4 6 |
3, 3 3 9 |
3 5 0 |
5 7 8 |
7, 1 4 7 |
1 3, 3 5 7 |
| Ot he inc / (ex )- inc l. r om e p en ses dm in ist ive rat sts a co |
( 9 ) |
( 6 ) |
( 6 0 ) |
( 2 ) 7 |
( 4 ) 7 |
( 4 5 ) |
( 9 5 ) |
( 1 2 ) 7 |
( 8 2 ) |
( 6 3 ) |
( 2 9 3 ) |
( 3 1 3 ) |
| S ha in he lt o f a iat t re re su sso c es |
- | - | - | - | - | - | - | - | - | - | - | - |
| Op ing f it / ( ) t los era p ro s |
4, 6 2 8 |
6, 5 7 1 |
3, 1 4 3 |
1, 6 8 0 |
9 6 5 |
2, 5 5 5 |
1, 0 2 0 |
3, 5 5 0 |
2 5 8 |
6 6 6 |
1 0, 0 1 4 |
1 5, 0 2 2 |
| f ina ia Ne t l r lt nc esu |
- | - | - | - | - | - | - | - | - | - | - | - |
| Ta xe s |
- | - | - | - | - | - | - | - | - | - | - | - |
| f it for io Pr t he d o p er |
- | - | - | - | - | - | - | - | - | - | - | - |
| Ba lan he et ce s |
Es | ia ton |
S lov |
k ia a |
Hu ng |
ary | Ro ma |
ia n |
Ot | he r |
To | l ta |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ho ds In f € t usa n o |
3 0. 0 6. 1 5 |
3 1. 1 2. 1 4 |
3 0. 0 6. 1 5 |
3 1. 1 2. 1 4 |
3 0. 0 6. 1 5 |
3 1. 1 2. 1 4 |
3 0. 0 6. 1 5 |
3 1. 1 2. 1 4 |
3 0. 0 6. 1 5 |
3 1. 1 2. 1 4 |
3 0. 0 6. 1 5 |
3 1. 1 2. 1 4 |
| As set s |
||||||||||||
| Inv ies est nt ert me p rop |
3 7, 7 2 2 |
3 2, 4 0 0 |
2 9, 3 0 5 |
2 4, 3 6 7 |
2 2, 8 6 8 |
2 2, 6 6 0 |
1 9, 3 4 3 |
1 7, 3 8 5 |
3, 6 7 0 |
3, 2 2 5 |
1 1 2, 9 0 8 |
1 0 0, 0 3 7 |
| Ot he ( inc l. de fer d t ) ts r a sse re ax |
7 2 1 |
1, 0 3 5 |
4 5 3 |
2 2 2 |
2, 1 2 8 |
1, 7 0 9 |
7 8 9 |
9 5 3 |
2 6 0 |
5 0 |
4, 3 5 1 |
3, 9 6 9 |
| To ta l a ts sse |
3 8, 4 4 3 |
3 3, 4 3 5 |
2 9, 7 5 8 |
2 4, 5 8 9 |
2 4, 9 9 6 |
2 4, 3 6 9 |
2 0, 1 3 2 |
1 8, 3 3 8 |
3, 9 3 0 |
3, 2 7 5 |
1 1 7, 2 5 9 |
1 0 4, 0 0 6 |
| S ' e ity ia i it ies ha ho l de d l b l re rs q an u |
||||||||||||
| S ha ho l der ' e ity re s q u |
- | - | - | - | - | - | - | - | - | - | - | - |
| To l l ia b i l it ies ta |
- | - | - | - | - | - | - | - | - | - | - | - |
| ' e ity ia i it ies To ta l s ha ho l de d l b l re rs q an u |
- | - | - | - | - | - | - | - | - | - | - | - |
| In thousands of € | 30.06.2015 | 30.06.2014 |
|---|---|---|
| Rental income from investment properties | 7,723 | 3,852 |
| Rent incentives | (743) | 215 |
| Total gross rental income | 6,980 | 4,067 |
| Property management income | 720 | 842 |
| Facility management income | 608 | 594 |
| Property development income | 317 | 52 |
| Service charge income | 1,540 | 786 |
| Total revenue | 10,165 | 6,341 |
| In thousands of € | 30.06.2015 | 30.06.2014 |
|---|---|---|
| Bank interest income | 15 | - |
| Interest income - loans to associates | - | 1,757 |
| Unrealised gains on interest rate derivatives | 2,963 | - |
| Net foreign exchange gains | 56 | - |
| Other financial income | 16 | 3 |
| Financial income | 3,050 | 1,760 |
| Bond interest expense | (3,858) | (3,812) |
| Bank interest expense – variable debt | (999) | (529) |
| Bank interest expense – interest rate swaps - hedging | (177) | (39) |
| Interest capitalised into investment properties | 1,020 | 953 |
| Unrealised loss on interest rate derivatives | - | (946) |
| Net foreign exchange losses | - | (92) |
| Other financial expenses | (1,494) | (459) |
| Financial expenses | (5,508) | (4,924) |
| Net financial costs | (2,458) | (3,164) |
The 30 June 2014 result of the associates per 30 June 2014 includes the estimated impact of the associates' sale of the Czech VGP CZ I, II and VGP CZ IV portfolios. The sale of these portfolios was completed on 22 October 2014.
| In thousands of € | 30.06.2015 | 31.12.2014 |
|---|---|---|
| Balance at the beginning of the period | 416,089 | 225,804 |
| Capital expenditure | 38,304 | 62,560 |
| Capitalised interest | 1,020 | 999 |
| Acquisitions | - | 71,890 |
| Sales / (disposals) (Fair value of assets sold / disposed of) | (1) | (3,324) |
| Increase / (Decrease) in fair value | 48,055 | 58,160 |
| Balance at the end of the period | 503,467 | 416,089 |
Investment properties comprise a number of commercial properties that are leased to third parties, projects under construction and land held for development. The carrying amount of investment properties is the fair value of the property as determined by the external independent valuation expert, Jones Lang LaSalle.
| in thousands of € | 30.06.2015 | 31.12.2014 |
|---|---|---|
| Balance at the beginning of the period | 17 | 982 |
| Result of the period | 5 | 14,473 |
| Proceeds from sales of participations | - | (15,438) |
| Balance at the end of the period | 22 | 17 |
The Group's share in the combined assets, liabilities and results of associates can be summarised as follows
| in thousands of € | 30.06.2015 | 31.12.2014 |
|---|---|---|
| Investment property and property under construction | - | - |
| Other non-current assets | - | - |
| Current assets | 160 | 600 |
| Non-current liabilities | - | -0 |
| Current liabilities | (138) | (583) |
| Total net assets | 22 | 17 |
| in thousands of € | 30.06.2015 | 30.06.2014 |
|---|---|---|
| Gross rental income | - | 3,318 |
| Result for the period | 5 | 13,412 |
The share capital as at 30 June 2015 amounted to EUR 62,251,000, represented by 18,583,050 shares.
| MATURITY | 30.06.2015 | |||||
|---|---|---|---|---|---|---|
| In thousands of € | Outstanding balance |
< 1 year | > 1-5 year | > 5 year | ||
| Non-current | ||||||
| Bank borrowings | 78,983 | 3,964 | 75,019 | - | ||
| Bonds | 147,924 | - | 147,924 | - | ||
| Total non-current financial debt | 226,907 | 3,964 | 222,943 | - | ||
| Current | ||||||
| Bank borrowings | 1,150 | 1,150 | - | - | ||
| Accrued interest | 5,894 | 5,894 | - | - | ||
| Total current financial debt | 7,044 | 7,044 | - | - | ||
| Total current and non-current financial debt | 233,951 | 11,008 | 222,943 | - |
| MATURITY | 31.12.2014 | |||||
|---|---|---|---|---|---|---|
| In thousands of € | Outstanding balance |
< 1 year | > 1-5 year | > 5 year | ||
| Non-current | ||||||
| Bank borrowings | 47,917 | 2,410 | 45,507 | - | ||
| Bonds | 147,527 | - | 147,527 | - | ||
| Total non-current financial debt | 195,444 | 2,410 | 193,034 | - | ||
| Current | ||||||
| Bank borrowings | 1,230 | 1,230 | - | - | ||
| Accrued interest | 2,082 | 2,082 | - | - | ||
| Total current financial debt | 3,312 | 3,312 | - | - | ||
| Total current and non-current financial debt | 198,756 | 5,722 | 193,034 |
The increase in the financial debt during the first half of 2015 was mainly due to additional drawings on existing credit facilities in Germany, the Czech Republic, Hungary and Estonia.
The loans granted to the VGP Group are all denominated in € (except for the "other bank debt" which is denominated in CZK) and can be summarised as follows:
| 30.06.2015 In thousands of € |
Facility amount |
Facility expiry date |
Outstanding balance |
< 1 year | > 1-5 years | > 5 years |
|---|---|---|---|---|---|---|
| Tatra Banka | 1,150 | 31-Dec-15 | 1,150 | 1,150 | - | - |
| Tatra Banka | 3,403 | 31-Dec-18 | 3,403 | 342 | 3,061 | - |
| UniCredit Bank - | ||||||
| Hungary | 13,419 | 30-Sep-19 | 13,401 | 800 | 12,601 | - |
| UniCredit Bank - Czech | ||||||
| Republic | 56,329 | 31-Dec-19 | 11,046 | 580 | 10,466 | - |
| Swedbank | 21,583 | 30-Aug-18 | 21,552 | 1,396 | 20,156 | - |
| Deutsche-Hypo | 31,421 | May-19 / Apr-20 | 18,723 | 810 | 17,913 | - |
| Deutsche-Hypo | 16,900 | 30-Nov-16 | 10,802 | - | 10,802 | - |
| Other bank debt | 56 | 2016-2018 | 56 | 35 | 21 | - |
| Total bank debt | 144,261 | 80,133 | 5,113 | 75,020 | - |
| 31.12 2014 In thousands of € |
Facility amount |
Facility expiry date |
Outstanding balance |
< 1 year | > 1-5 years | > 5 years |
|---|---|---|---|---|---|---|
| Tatra Banka | 1,230 | 31-Dec-15 | 1,230 | 1,230 | - | - |
| Tatra Banka | 3,574 | 31-Dec-18 | 3,574 | 342 | 3,232 | - |
| UniCredit Bank - | ||||||
| Hungary | 13,808 | 30-Sep-19 | 9,748 | 786 | 8,962 | - |
| UniCredit Bank - Czech | ||||||
| Republic | 56,611 | 31-Dec-19 | 8,159 | - | 8,159 | - |
| Swedbank | 21,963 | 30-Aug-18 | 7,283 | 453 | 6,830 | - |
| Deutsche-Hypo | 31,421 | May-19 / Apr-20 | 19,096 | 799 | 18,297 | - |
| Deutsche-Hypo | 16,900 | 30-Nov-16 | - | - | - | - |
| Other bank debt | 57 | 2016-2018 | 57 | 30 | 27 | - |
| Total bank debt | 145,564 | 49,147 | 3,640 | 45,507 | - |
During the first half year of 2015 there were no events of defaults nor were there any breaches of covenants with respect to loan agreements and bonds.
The following tables list the carrying amount of the Group's financial instruments that are showing in the financial statements. In general, the carrying amounts are assumed to be a close approximation of the fair value.
The fair value of the financial assets and liabilities is defined as the amount at which the instrument could be exchanged, or settled, between knowledgeable, willing parties in an arm's length transaction.
| 30.06.2015 | Carrying amount |
Amounts recognised in balance sheet in accordance with IAS 39 |
Fair value | Fair value hierarchy |
||
|---|---|---|---|---|---|---|
| In thousands of € | 30.06.2015 | Amortised costs |
Fair value through equity |
Fair value through profit or loss |
30.06.2015 | 30.06.2015 |
| Assets | ||||||
| Trade receivables | 1,686 | 1,686 | - | - | 1,686 | Level 2 |
| Other receivables | 5,278 | 5,278 | - | - | 5,278 | Level 2 |
| Cash and cash equivalents | 30,586 | 30,586 | - | - | 30,586 | Level 2 |
| Derivative financial liabilities | ||||||
| Without a hedging relationship |
1,307 | - | - | 1,307 | 1,307 | Level 2 |
| Total | 38,857 | 37,550 | - | 1,307 | 38,857 | |
| Liabilities | ||||||
| Financial debt | ||||||
| Bank debt | 80,133 | 80,133 | - | - | 80,133 | Level 2 |
| Bonds | 153,818 | 153,818 | - | - | 156,043 | Level 2 |
| Trade payables | 15,431 | 15,431 | - | - | 15,431 | Level 2 |
| Other liabilities | 4,248 | 4,248 | - | - | 4,248 | Level 2 |
| Total | 253,630 | 253,630 | - | - | 255,855 |
| 31.12.2014 | Carrying amount |
Amounts recognised in balance sheet in accordance with IAS 39 |
Fair value | Fair value hierarchy |
||
|---|---|---|---|---|---|---|
| In thousands of € | 31.12.2014 | Amortised costs |
Fair value through equity |
Fair value through profit or loss |
31.12.2014 | 31.12.2014 |
| Assets | ||||||
| Trade receivables | 1,352 | 1,352 | - | - | 1,352 | Level 2 |
| Other receivables | 5,274 | 5,274 | - | - | 5,274 | Level 2 |
| Cash and cash equivalents | 43,595 | 43,595 | - | - | 43,595 | Level 2 |
| Total | 50,221 | 50,221 | - | - | 50,221 | |
| Liabilities | ||||||
| Financial debt | ||||||
| Bank debt | 49,146 | 49,146 | - | - | 49,146 | Level 2 |
| Bonds | 147,527 | 147,527 | - | - | 156,017 | Level 2 |
| Trade payables | 20,919 | 20,919 | - | - | 20,919 | Level 2 |
| Other liabilities | 2,919 | 2,919 | - | - | 2,919 | Level 2 |
| Derivative financial liabilities | ||||||
| Without a hedging relationship |
1,656 | - | - | 1,656 | 1,656 | Level 2 |
| Total | 222,167 | 220,511 | - | 1,656 | 230,657 |
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities
Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly
Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.
During the reporting period ending 30 June 2015, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfers into and out of Level 3 fair value measurements.
The Group identified the following transactions with related parties:
| In thousands of €) | 30.06.2015 | 30.06.2014 |
|---|---|---|
| Transactions with related parties | ||
| General management fees received from associates | - | 159 |
| Property management fees and similar income received from associates | - | 1,781 |
| Interest and similar income from associates | - | 1,757 |
| Rent received from related parties | 1,026 | 628 |
| Rent paid to related parties | (42) | (101) |
| Services received from Jan Van Geet s.r.o. | (216) | (208) |
| In thousands of €) | 30.06.2015 | 31.12.2014 |
| Outstanding balances with related parties | ||
| Advances received from Jan Van Geet s.r.o. | (7) | 3 |
The Group has concluded a number of contracts concerning the future purchase of land. At 30 June 2015 the Group had future purchase agreements for land totalling 954,000 m², representing a commitment of € 37.4 million and for which advance payments totalling € 1.4 million have been made. At the end of June 2015 the Group had committed annualised rent income of € 33.1 million (€ 22.6 million as at 31 December 2014).
The committed annual rent income represents the annualised rent income generated or to be generated by executed lease – and future lease agreements. This resulted in following breakdown of future lease income:
| In thousands of € | 30.06.2015 | 31.12.2014 |
|---|---|---|
| Less than one year | 33,003 | 12,834 |
| Between one and five years | 112,959 | 44,791 |
| More than five years | 115,327 | 34,719 |
| Total | 261,289 | 92,344 |
As at 30 June 2015 the Group had contractual obligations to develop new projects or complete existing projects for a total amount of € 88.4 million.
In order to strengthen its consolidated equity base and support its further growth, VGP NV issued subordinated perpetual securities in July 2015 for an aggregate amount of € 20 million. The securities bear an annual interest rate of 7% for the first five years which increase gradually thereafter. The securities were fully underwritten by the reference shareholders of the company, VM Invest NV and Little Rock SA after complying with the conflict of interest procedure in accordance with article 523 of the Belgian Companies Code and article 16 of the articles of association of the Company. The securities are not convertible into VGP shares and, hence, do not entail dilution for the shareholders.
| Subsidiaries | Address | % |
|---|---|---|
| VGP CZ III a.s. | Jenišovice u Jablonce nad Nisou,Czech Republic | 100 |
| VGP CZ V a.s. | Jenišovice u Jablonce nad Nisou,Czech Republic | 100 |
| VGP CZ VI a.s. | Jenišovice u Jablonce nad Nisou,Czech Republic | 100 |
| VGP CZ VII a.s. | Jenišovice u Jablonce nad Nisou,Czech Republic | 100 |
| VGP CZ VIII s.r.o. | Jenišovice u Jablonce nad Nisou,Czech Republic | 100 |
| VGP CZ IX a.s | Jenišovice u Jablonce nad Nisou,Czech Republic | 100 |
| VGP CZ X a.s | Jenišovice u Jablonce nad Nisou,Czech Republic | 100 |
| TPO hala G2 a.s. | Jenišovice u Jablonce nad Nisou,Czech Republic | 100 |
| VGP Park Cesky Ujezd a.s. | Jenišovice u Jablonce nad Nisou,Czech Republic | 100 |
| VGP –industrialni stavby s.r.o. | Jenišovice u Jablonce nad Nisou,Czech Republic | 100 |
| SUTA s.r.o. | Prague, Czech Republic | 100 |
| HCP SUTA s.r.o. | Prague, Czech Republic | 100 |
| VGP FM Services s.r.o. | Jenišovice u Jablonce nad Nisou,Czech Republic | 100 |
| VGP Industriebau GmbH | Düsseldorf, Germany | 100 |
| VGP Park Rodgau GmbH | Düsseldorf, Germany | 100 |
| VGP Park Leipzig GmbH | Düsseldorf, Germany | 100 |
| VGP Park Bingen GmbH | Düsseldorf, Germany | 100 |
| VGP Park Hamburg GmbH | Düsseldorf, Germany | 100 |
| VGP Park Höchstadt GmbH | Düsseldorf, Germany | 100 |
| VGP Park München GmbH | Düsseldorf, Germany | 100 |
| VGP Park Berlin GmbH | Düsseldorf, Germany | 100 |
| VGP Park Hammersbach GmbH | Düsseldorf, Germany | 100 |
| VGP Deutschland – Projekt 7 GmbH | Düsseldorf, Germany | 100 |
| VGP Deutschland – Projekt 8 GmbH | Düsseldorf, Germany | 100 |
| VGP Park Hamburg 2 S.à r.l. | Luxembourg, Grand Duchy of Luxembourg | 100 |
| VGP Park Hamburg 3 S.à r.l. | Luxembourg, Grand Duchy of Luxembourg | 100 |
| VGP Park Frankenthal S.à r.l. | Luxembourg, Grand Duchy of Luxembourg | 100 |
| VGP Park Leipzig S.à r.l. | Luxembourg, Grand Duchy of Luxembourg | 100 |
| VGP DEU 1 S.à r.l. | Luxembourg, Grand Duchy of Luxembourg | 100 |
| VGP Asset Management S.à r.l. | Luxembourg, Grand Duchy of Luxembourg | 100 |
| VGP Estonia OÜ | Tallinn, Estonia | 100 |
| VGP Finance NV | Zele, Belgium | 100 |
| VGP Latvia s.i.a. | Kekava, Latvia | 100 |
| VGP Park Györ Kft | Györ , Hungary | 100 |
| VGP Park Alsónémedi Kft | Györ , Hungary | 100 |
| VGP Romania S.R.L. | Timisoara, Romania | 100 |
| VGP Slovakia a.s. | Malacky, Slovakia | 100 |
| VGP Bratislava a.s. | Bratislava, Slovakia | 100 |
| VGP Naves Industriales Peninsula, S.L | Barcelona, Spain | 100 |
| VGP Polska SP. z.o.o. | Wroclaw, Poland | 100 |
| VGP Nederland BV | Tilburg, The Netherlands | 100 |
In order to further support the development of VGP business, following companies were incorporated: VGP Naves Industriales Peninsula, S.L (Spain), VGP Bratislava a.s. (Slovakia), VGP Asset Management S.à r.l. (Luxemburg) and VGP Park Alsónémedi Kft (Hungary).
| Associates | Address | % |
|---|---|---|
| SNOW CRYSTAL S.a.r.l. | Luxembourg, Grand Duchy of Luxembourg | 20.00 |
| SUN S.a.r.l. | Luxembourg, Grand Duchy of Luxembourg | 20.00 |
| VGP Misv Comm. VA | Zele, Belgium | 42.87 |
To the board of directors
In the context of our appointment as the company's statutory auditor, we report to you on the consolidated interim financial information. This consolidated interim financial information comprises the condensed consolidated balance sheet as at 30 June 2015, the condensed consolidated income statement, the condensed consolidated statement of comprehensive income, the condensed consolidated statement of changes in equity and the condensed consolidated cash flow statement for the period of six months then ended, as well as selective notes 1 to 15.
We have reviewed the consolidated interim financial information of VGP NV ("the company") and its subsidiaries (jointly "the group"), prepared in accordance with International Financial Reporting Standard IAS 34 – Interim Financial Reporting as adopted by the European Union.
The condensed consolidated balances sheet shows total assets of 545,434 (000) EUR and the condensed consolidated income statement shows a consolidated profit (group share) for the period then ended of 32,206 (000) EUR.
The board of directors of the company is responsible for the preparation and fair presentation of the consolidated interim financial information in accordance with IAS 34 – Interim Financial Reporting as adopted by the European Union. Our responsibility is to express a conclusion on this consolidated interim financial information based on our review.
Scope of review
We conducted our review of the consolidated interim financial information in accordance with International Standard on Review Engagements (ISRE) 2410 – Review of interim financial information performed by the independent auditor of the entity. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit performed in accordance with the International Standards on Auditing (ISA) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the consolidated interim financial information
Based on our review, nothing has come to our attention that causes us to believe that the consolidated interim financial information of VGP NV has not been prepared, in all material respects, in accordance with IAS 34 – Interim Financial Reporting as adopted by the European Union.
Diegem, 28 August 2015
The statutory auditor
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