Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Wereldhave N.V. Management Reports 2013

Feb 11, 2013

3898_iss_2013-02-11_bfa86a88-376a-4fb1-ad57-abb5d67b958d.pdf

Management Reports

Open in viewer

Opens in your device viewer

Strategy update Exit from UK Results 2012

February 11, 2013

Strategy update

In response to the changing environment for consumer-, retail-, real estate- and finance-markets Wereldhave decided to focus on shopping centres in North-West Europe and sustainable offices in Paris. In line with the retail structures in the core countries Belgium, Netherlands and Finland Wereldhave focuses on shopping centers that are top-of-mind in catchment areas of at least 100,000 inhabitants within 10 minutes travel time. Wereldhave's shopping centres offer consumers 'convenient shopping': 90% of shopping needs, strong (inter) national tenants, fully embedded food and beverage functions and easy accessibility. In addition, Wereldhave will remain active in the Paris office market with a focus on sustainable offices.

Wereldhave implements its strategy in three phases: Derisk, Regroup and Growth

I. DERISK (mid 2012 until mid-2013)

During the second half of 2012, Wereldhave focused on the sale of the US, the action plan for the UK, overhead reduction and the strategy update. The first phase will be completed by mid 2013. After completing this phase Wereldhave has a focused portfolio, a strong balance sheet and low general costs.

II. REGROUP (mid 2013-2015)

The second phase is aimed at strengthening and expanding Wereldhave's position in the four core markets through: operational excellence, controlled development pipeline, value maximisation of the shopping centre Itis, reinvesting in core markets and alignment with all stakeholders. Wereldhave's activities in Spain are 'on hold'.

III. GROWTH (from mid 2015)

After completion of phase II, expected mid-2015, Wereldhave will present a strategy plan for growth

II. REGROUP (mid 2013-2015)

Wereldhave will fully focus on achieving its targets in the following key elements:

Key elements Targets
1.
Operational excellence

Average retail LFL growth of 125bps above indexation

≥98% occupancy

Overhead reduction to ≤€14m

Strengthen talent development

Standardise best practices between core countries
2.
Controlled development

Retail €330m and offices €110m
pipeline
Expected average yield on cost of 6.5%

From 2015 ≤10% investment portfolio
3.
Maximise value Itis

Redevelopment completed mid 2014 within budget (€95m)

Rent level 2015 €33m, yield on cost of 7%
4.
Reinvest in core markets

Acquisitions of €400m

Disposals of €150m
5.
Alignment with all stake

Expand and strengthen Supervisory Board
holders
Evaluate anti-takeover structure

Integrate sustainability in overall strategy

After phase II Wereldhave will be an operationally and financially strong player with a clear profile, ready for further growth.

Financing and dividend policy

Wereldhave aims to further expand its diversified funding base while maintaining a loan to value (LTV) of 30-40%. For 2012 Wereldhave proposes a dividend of € 3.30 per share. Wereldhave expects to maintain the dividend for 2013 at € 3.30 per share, also if this would imply an uncovered dividend. After 2013 Wereldhave will apply a dividend pay-out ratio of 85% of the direct result.

Transparency and Governance

Wereldhave changes its management structure to a Board of Management with a CEO and CFO. The Board of Management will consist of the CEO Dirk Anbeek and a CFO yet to be appointed by the Annual General Meeting (AGM). The Board of Management will be supported by a management team including Hans Vermeeren (Netherlands and group retail operations) and Richard Beentjes (legal, transactions, communications) completed by the country directors: Luc Plasman (Belgium and group developments), Michel Janet (Paris and Spain) and Jaako Ristola (Finland).

The nomination of a fifth member to the Supervisory Board will be proposed at the AGM, to increase the real estate expertise of the Supervisory Board. After the expansion of the Supervisory Board, a remuneration and appointment committee will be installed.

Exit from UK

On 8 February 2013, after a sales process of four months, Wereldhave has reached agreement on the sale of nearly the entire UK portfolio. Total result on disposals are £ 243m, approximately 4% below the book value as at 30 September 2012 of £ 254m. The net exit yield amounts to 6.5% before and 5.75% after deduction of the general costs for the UK organisation. The transaction will be completed during the first quarter.

After these disposals, Wereldhave's UK portfolio consists of a plot of land and a development project in Richmond with retail and office space. These assets represent a book value of £ 23m. After completion of the development, a sales process will be initiated.

Wereldhave's UK office will be closed in 2013. The cost of closing the UK office is estimated at £ 1.5m with a payback period of less than one year.

Results 2012

MEASURES OF SECOND HALF 2012

  • US disposals: to be completed in Q1 2013
  • UK action plan: nearly the entire portfolio sold, to be completed in H1 2013
  • Closing of US and UK offices: to be completed in 2013
  • General costs: accelerated reduction to € 16m in 2013 and ≤ € 14m in 2014

OPERATIONS

  • Direct result above expectations as a result of recovery measures in US and UK
  • Occupancy rate slightly improved: 89.2% (Q3: 88.5%)
  • LFL stable at 0.0%; core portfolio +3.1%
  • US portfolio sold in Q1 2013 for \$ 720m, 5% above book value
  • UK portfolio sold in Q1 2013 for £ 243m, 4% below book value
  • Disposals in 2012 for € 332.3m, 2.4% above book value

RESULTS FY 2012

  • Direct result per share 2012: € 3.91 (2011: € 4.93)
  • Indirect result per share 2012: € -8.45 (2011: € -2.55)
  • Total result per share 2012: € -4.54 (2011: € 2.38)
  • LTV ratio decreased in Q4 from 47% to 44%
  • After completion of the UK and US disposals, the LTV will decrease to <20%

DIVIDEND

• Dividend 2012: € 3,30 per share

OPERATIONS

  • Direct result above expectations as a result of recovery measures in US and UK
  • Occupancy rate slightly improved: 89.2% (Q3: 88.5%)
  • LFL stable at 0.0%; core portfolio +3.1%
  • US portfolio sold in Q1 2013 for \$ 720m, 5% above book value
  • UK portfolio sold in Q1 2013 for £ 243m, 4% below book value
  • Disposals in 2012 for € 332.3m, 2.4% above book value

LFL rental income 2012

In % Core portfolio Other Total
Finland 5.3 n.a. 5.3
Netherlands 3.7 0.0 3.0
Belgium 4.9 3.8 4.5
Paris 2.3 n.a. 2.3
Spain (3.8) (12.8) (7.5)
Subtotal 3.9 (0.3) 3.2
UK (7.5) 4.4 (3.9)
US n.a. (11.8) (11.8)
Subtotal (7.5) (10.2) (9.7)
Total 3.1 (6.4) 0.0

The operational figures include the US operations, to facilitate comparability with previous quarters. In the financial reports, the US activities are accounted for as discontinued operations, in line with IFRS requirements.

The LFL rental income in the core portfolio increased by 3.1% in 2012 (Q3 2012: 3.0%). Total LFL rental growth for the full year 2012 (including the US) amounted to 0.0% (end of Q3 2012: 0.0%).

LFL rental growth in Finland remained stable at 5.3%. The increase in rental income is the result of the centre's revitalisation and expansion. Construction is on schedule.

LFL rental growth in the Dutch shopping centres fell in Q4 from 4.0% per Q3 to 3.7% for 2012. Dutch retail is facing strong economic headwind. For the year 2013, therefore, LFL rental growth is likely to be equal to the indexation.

In Belgium, LFL rental growth in the shopping portfolio grew strongly in Q4. Where LFL rental growth was still at 4.4% up to and including Q3, rental growth amounted to 4.9% for the entire year 2012. This increase can be attributed to the renewal of approx. 50% of the leases in the Belle-Ile shopping centre in Liège, at around 13% higher rents on average, effective 1 December 2012. The positive impact of these rent increases will become even more strongly visible in the first quarters of 2013. LFL rental growth in the Belgian offices portfolio rose from 3.1% for the first 9 months to 3.8% for 2012 as a whole, particularly thanks to good letting results.

In France, LFL rental growth grew in Q4 from 1.7% per Q3 to 2.3% for the full year 2012. The lease of 400 m² of office space in Saint Denis, Paris, contributed to this growth. The occupancy rate in the Paris portfolio continues to be high at 99.0%.

In Spain, LFL rental growth of the core portfolio decreased further in Q4. The decline in rents is the result of the renewal of leases in the second and third quarter. The impact will continue to affect LFL rental growth for some time. The letting of the Planetocio shopping centre remains weak.

In the UK, net rental income of the Dolphin shopping centre in Poole improved in Q4. This can be attributed to the measures taken in the second half of the year to reduce service and operating costs.

LFL rental growth in the US was 11.8% negative. This is mainly attributable to the renewal of a lease of a large tenant in the Broadway 655 office building in San Diego. The occupancy rate of the apartments in Eilan (San Antonio) was 66% at year-end and 70% at the end of January 2013. The full year impact of Eilan was € -6m. The ongoing lease discussions which were already reported with the third quarter results, led to the lease of 10,000 m² of total office space.

Occupancy rate Q4-Q3 2012
--------------------------- -- -- --
Core portfolio Other Total
In % Q4 Q3 Q4 Q3 Q4 Q3
Finland 98.5 98.1 n.a. n.a. 98.5 98.1
Netherlands 97.1 96.8 88.0 89.2 96.1 95.8
Belgium 98.7 99.3 81.3 83.6 93.7 94.7
Paris 99.0 99.0 n.a. n.a. 99.0 99.0
Spain 87.5 88.3 67.4 68.8 77.7 79.0
Subtotal 97.7 97.5 79.9 81.7 94.8 94.8
UK 97.4 96.2 92.2 97.1 96.9 96.3
US n.a. n.a. 74.5 74.6 74.5 74.6
Subtotal 97.4 96.2 75.3 75.8 81.3 80.8
Total 97.6 97.3 76.3 77.1 89.2 88.5

The EPRA occupancy rate stood at 89.2% as at 31 December 2012 (Q3: 88.5%). In Finland, the Netherlands and the UK (improved occupancy of the shopping centre in Poole), the occupancy rate rose in Q4. In Belgium (due to the relocation of tenants in Belle-Ile) and in Spain (due to contract expiry), the occupancy rate fell slightly in the last quarter.

Broken down by sector, the EPRA occupancy rate at 31 December 2012 (30 September 2012) amounted to: retail 95.9% (95.3%), offices 80.9% (82.3%) and other 79.8% (76.3%).

During the fourth quarter of 2012, Wereldhave sold properties for a consideration of € 155.9m. The disposal of the Orion office building in Belgium and the Dean Street office building in the UK were already announced earlier, as well as the disposal in the US of the DiamondView Tower office building and two plots of land in Texas and Virginia. Shortly after, agreement was reached in Spain on the sale of the office building at the Plaza de la Lealtad for a net amount of € 15.2m, € 1m above book value.

Property sales in 2012 totaled € 332.3m, generating a result on disposals of € 7.9m, which is 2.4% above book value.

On 4 January 2013 Wereldhave reached agreement on the sale of the entire US portfolio for \$ 720m, representing a result on disposal of 5% above book value (after the release of a provision for deferred taxes and after deduction of all costs of the termination of operations in the US).

On 8 February 2013 Wereldhave reached agreement on the sale of nearly the entire UK portfolio at £ 243m, 4% below the £ 254m book value as at 30 September 2012. The net exit yield amounts 6.5% before and 5.75% after deduction of the general costs for the UK organization. Completion of the sale takes place in the first quarter.

In € m Market Total
investment
Capex
so far
Expected
net yield
Estimated
completion
Richmond UK 28 25 * 6.25 – 6.75% Q1 2013
Ghent Belgium 15 4 6.25 – 6.75% Q4 2013
Joinville-le-Pont Paris 71 58 7.5 – 8.0% Q4 2013
Itis (renovatie & uitbreiding) Finland 95 37 7.0% Q2 2014
Issy-les-Moulineaux (Noda) Paris 138 59 7.0 – 7.5% Q4 2014
Genk (renovatie &
uitbreiding)
Belgium 84 34 * 6.5 – 7.0% Q4 2014
Total committed 431 217

Development pipeline

* Including value current investments

The mixed retail and offices project in Richmond is nearing completion and was delayed because the connection to the utilities took longer than scheduled.

The student homes in the Ghent project have been leased to a student housing organization. About half of the retail space on the ground floor has been leased to a Quick restaurant and a fitness centre.

The renovation (11,400 m²) and expansion (11,800 m²) of Genk Shopping 1 started in September 2012. The preletting is underway and discussions are being held with various existing and new tenants. The project costs are within budget and the work is proceeding on schedule.

In France, the construction of the office building in Issy-Les-Moulineaux is in full swing, as well as the construction of the office building in Joinville-le-Pont. The works are on schedule and within budget. Wereldhave has sold the office building in Joinville-le-Pont. After completion, the office building will be acquired by a French bank at the end of 2013 for € 91m, more than 25% above cost.

The redevelopment of the Itis shopping centre in Finland is on schedule. The scope of the project has increased, because a vacated retail unit in the cellar and a cinema will also be redeveloped and specialty leasing and kiosks will be added to the centre's public areas. As a result, total renovation costs have risen to € 95m, while the yield on cost will be 7%.

The redevelopment of Itis consists of the following subprojects:

  • Passaasi
  • Bulevardi
  • Piazza

The renovation of the Passaasi is completed. The work in the Bulevardi area is ongoing and will be completed by the end of 2013. The Piazza area will be thoroughly renovated for the new Stockmann branch. The retail area of approx. 12,000 m² to be vacated by Stockmann will be renovated in 2014. With regard to this area, Wereldhave is in talks with international retailers that are looking to open their first branch in Finland. Almost all other units of the shopping centre have been leased for rents that are equal to or exceed the budgeted pro-forma rents.

RESULTS

Direct result per share 2012: € 3.91 (2011: € 4.93)
Indirect result per share 2012: € -8.45 (2011: € -2.55)
Total result per share 2012: € -4.54 (2011: € 2.38)
  • LTV ratio decreased in Q4 from 47% to 44%
  • After completion of the UK and US disposals, the LTV will decrease to <20%

Total result

The total result (including US) for 2012 declined from € 63m to € -87.1m, of which € -19.5m was due to a lower direct result and € -130.6m to a lower indirect result. The total earnings per share amount to € -4.54 (2011: € 2.38).

Direct result

In € m 2012 2011 Change Change
in %
Net rental income 130.8 128.7 2.1 1.6%
General costs (21.0) (14.0) (7.0) 50.0%
Other income and expenses 1.6 1.8 (0.2) (11.1)%
Net interest expenses (25.9) (26.0) 0.1 (0.4)%
Taxes on result (0.6) (1.2) 0.6 (50.0)%
Result from continuing operations 84.9 89.3 (4.4) (4.9)%
Result from discontinued operations 8.9 24.0 (15.1) (62.9)%
Total 93.8 113.3 (19.5) (17.2)%

The direct result including discontinued operations amounted to € 93.8m, down 17.2% from 2011. This decline was mainly driven by lower net rental income in the US (partly due to disposals during the year) and higher general costs.

In the fourth quarter, the direct result including the US amounted to € 21.1m (Q3 2012: € 23.7m). The direct result in the fourth quarter was negatively impacted by disposals and restructuring costs of € 1.9m.

The direct result excluding the US fell in 2012 by € 4.4m (4.9%) to € 84.9m. Net rental income increased by € 2.1m (1.6%). This increase can be attributed to the expansion of the shopping centre in Nivelles and the acquisitions in Genk (Belgium) in 2012, while the Ealing Broadway shopping centre (UK), acquired at the end of 2011, generated a full year of rental income. The work on the Itis shopping centre adversely affected net rental income, as retail units under refurbishment did not generate rental income. Disposals in the Netherlands, France and the UK led to a decline in rental income.

General costs (including the US) amounted to € 22.7m for the full year 2012. This amount includes one-off restructuring costs of € 1.9m. The programme to reduce overhead was initiated in the fourth quarter at the head office and in the country organizations. General costs will be reduced from € 20.8m in 2012 (excluding restructuring costs) to € 16m in 2013 and € 14m in 2014.

Interest charges excluding the US remained unchanged compared to 2011. In the US interest charges increased, mainly because the interest on the Eilan project was no longer being capitalised after the building was transferred to the investment portfolio. The average nominal interest rate stood at 2.7% at the end of the fourth quarter (December 2011: 3.0%).

In € m 2012 2011 Change
Valuation result (78.6) 17.5 (96.1)
Result on disposal 8.9 (0.7) 9.6
Taxes 26.1 13.2 12.9
Other (6.3) (8.1) 1.8
Result from continuing operations (49.9) 21.9 (71.8)
Result from discontinued operations (131.0) (72.2) (58.8)
Total (180.9) (50.3) (130.6)

Indirect result

The indirect result including the US remained stable in the fourth quarter. For full year 2012, indirect result came out at € -180.9m. The indirect result for 2011 amounted to € -50.3m.

Write-downs at mid 2012, on the UK shopping centres and the US portfolio, negatively impacted the indirect result. The costs of the US exit are included in the 2012 results. The cost of closing the UK office is estimated at £ 1.5m with a payback period of less than one year.

In the fourth quarter, negative revaluations were incurred in the Netherlands and Spain. The Dutch shopping centres were written down by € 15.9m as a result of the economic headwind for retailers and the increased supply of retail space. Furthermore, the two office and two logistic properties in the Netherlands were impaired by € 12m to € 44m. This negative revaluation reflects the virtual standstill in the investment market for offices and commercial property in The Netherlands. The negative revaluation in Spain is attributable to the slow progress in letting of the Planetocio shopping centre and logistics business complex Rivas (revalued by € -19m to € 36m).

The negative revaluations in the Netherlands and Spain were offset by a positive revaluation on the Joinville office development in France and the positive result on disposal in the US. Excluding the US portfolio, the cap rate of the portfolio was 6.51% at year-end 2012.

In 2012, a total of ten properties and two plots of land were sold for a total sum of € 332.3m. The result on disposal amounted to € 7.9m, 2.4% above book value.

Lower taxes on capital gains due to negative revaluations and the release of a provision for deferred taxes had a positive impact of € 24.3m on the indirect result.

Equity

At year-end 2012, equity including minority interests amounted to € 1,537m (31 December 2011: € 1,714m). The decrease of € 177m is the result of the dividend payment (€ 102m), the direct result (€ 85m), a negative indirect result (€ -183m), provisions in the amount of € -2m and an increase of the minority interest by € 25m. This increase is the result of the acquisition of the shopping centre in Genk, Belgium, in April 2012 in exchange for new shares by Wereldhave Belgium.

Net asset value per share including accrued earnings as at 31 December 2012 came to € 64.09 (31 December 2011: € 73.44). As at 31 December 2012, the LTV amounted to 44% (31 December 2011: 41%). The number of ordinary shares in issue remained unchanged at 21,679,608.

Dividend

Over 2012 a dividend of € 3.30 in cash will be proposed at the AGM. The ex-dividend date is 24 April 2013. The dividend will be payable as from 29 April 2013.

Outlook

After completing the first phase by mid 2013, Wereldhave has a focused portfolio, a strong balance sheet and low general costs. The year 2013 will be a year of transition: the termination of operations in the US and the UK will lead to a reduction of rental income while development projects will gradually start to contribute to the results after 2013. The decrease in general costs by € 6.7m (amongst others, the closing of the US and UK offices) will immediately contribute to the direct result.

The direct result for 2013 will depend on the timing of reinvestments in the core markets. The quality of reinvestments will prevail over timing.

Wereldhave does not give a forecast for the direct result for the year 2013, but expects to maintain the dividend for 2013 at € 3.30 per share, also if this would imply an uncovered dividend.

Annual General Meeting

The AGM of Wereldhave N.V. will be held at the Steigenberger Kurhaus Hotel, Gevers Deynootplein 30, Scheveningen, on Monday 22 April 2013 at 11:00 a.m. For this meeting vote- and meeting rights will be granted to those shareholders who are registered as such on 25 March 2013 after trading hours (record date) in a designated (partial) register. The notice and the agenda for the meeting will be available at www.wereldhave.com as from 11 March 2013.

Annual report 2012

The 2012 annual report, published in Dutch and English, will be available in PDF format on the Wereldhave website as from Monday 11 March 2013. As from Monday 18 March 2013, the annual report will be available as a hard copy and can be requested at [email protected].

At the end of March, Wereldhave's printed 2012 annual review will be published, containing a summary of the 2012 annual report, supplemented with interviews and background information. This annual review can also be obtained at [email protected].

Abbreviated quarterly reports

As of 2013, Wereldhave will present abbreviated quarterly reports on the results of the first and the third quarter. These reports will give a short overview of operating- and financial results. For the halfyear results and the annual results, Wereldhave will issue extensive and detailed press releases.

The quarterly results will be accompanied by an explanatory presentation that can be followed by audiocast.

The Hague, 11 February 2013 Wereldhave N.V. Board of Management

Press conference / audiocast

The results and the new strategy will be explained to the media at a press conference to be held today at 10:30 a.m. in the Amstel Room of the Hilton Hotel Amsterdam (Apollolaan 138, 1077 BG Amsterdam). The strategy and results will be explained to analysts at the analysts' meeting to be held today at 1:30 p.m., also at the Hilton Hotel. This audio webcast can be viewed live at www.wereldhave.com. Questions may also be asked by e-mail.

For more information:

Press: Analysts:
Richard Beentjes Jaap-Jan Fit
[email protected] [email protected]
T +31 70 346 93 25 T +31 70 307 45 43
www.wereldhave.com www.wereldhave.com

Consolidated balance sheet at December 31, 2012

(amounts x € 1,000)
December 31, 2012 December 31, 2011
Assets
Non-current assets
Investment properties in operation 2,073,027 2,830,169
Investment properties under
construction 240,044 227,932
Investment properties 2,313,071 3,058,101
Property and equipment 4,450 6,720
Intangible assets 3,993 6,753
Financial assets 47,702 42,375
Deferred tax assets 3,129 5,200
Other non current assets 17,908 47,291
77,182 108,339
2,390,253 3,166,440
Current assets
Trade and other receivables 26,126 26,947
Tax receivables 5 140
Cash and cash equivalents 44,406 24,400
70,537 51,487
Assets held for sale 543,166 -
3,003,956 3,217,927
Equity and Liabilities
Equity
Share capital 216,796 216,796
Share premium
Reserves
767,315 767,315
405,436 607,803
Non-controlling interest 1,389,547 1,591,914
147,187 122,060
1,536,734 1,713,974
Long term liabilities
Interest bearing liabilities 1,213,778 1,224,088
Deferred tax liabilities 87,492 115,835
Financial liabilities - 555
Other long term liabilities 3,721 1,304,991 4,650 1,345,128
Short term liabilities
Trade payables 9,371 12,656
Tax payable 599 924
Interest bearing liabilities 75,000 64,965
Other short term liabilities 77,261 80,280
162,231 158,825
3,003,956 3,217,927
Net asset value per share (x € 1 ) 64.09 73.44

Consolidated income statement for 2012

2012 2011
Gross rental income
Service costs charged
147,574
30,031
143,453
30,547
Total revenues 177,605 174,000
Service costs paid
Property expenses
-33,494
-13,300
-33,555
-11,788
-46,794 -45,343
Net rental income 130,811 128,657
Valuation results
Results on disposals
General costs
-78,559
8,941
-21,004
17,478
-672
-14,013
Other income and expense -1,981 1,787
Operational result 38,208 133,237
Interest charges
Interest income
-30,305
362
-30,848
464
Net interest
Other financial income and expense
-29,943
1,197
-30,384
-3,717
Result before tax 9,462 99,136
Taxes on result 25,544 12,038
Result from continuing operations 35,006 111,174
Result from discontinued operations -122,100 -48,189
Result -87,094 62,985
Profit attributable to:
Shareholders
-98,439 51,296
Non-controlling interest 11,345 11,689
Result -87,094 62,985
Basic and diluted earnings per share
from continuing operations (x € 1)
1.09 4.61
Basic and diluted earnings per share
from discontinued operations (x € 1)
-5.63 -2.23
Basic and diluted earnings
per share (x € 1)
-4.54 2.38

Consolidated income statement for the fourth quarter 2012

4th quarter 2012 4th quarter 2011
Gross rental income
Service costs charged
36,551
7,249
35,756
7,312
Total revenues 43,800 43,068
Service costs paid
Property expenses
-7,593
-3,800
-11,393 -7,452
-3,376
-10,828
Net rental income 32,407 32,240
Valuation results
Results on disposals
General costs
Other gains and losses
-31,122
5,223
-7,325
-356
18,934
-3,522
-3,743
372
Operational result -1,173 44,281
Interest charges
Interest income
-6,597
120
-7,508
157
Net interest
Other financial income and expense
-6,477
-781
-7,351
-4,546
Results before tax -8,431 32,384
Taxes on results 21,110 16,594
Result from continuing
operations
12,679 48,978
Result from discontinued
operations
8,445 -59,123
Result 21,124 -10,145
Profit attributable to:
Shareholders
Non-controlling interest
18,671
2,453
-16,344
6,199
Result 21,124 -10,145
Earnings per share (x
€ 1)
0.86 -0.76

Direct and indirect result for 2012

2012 2011
direct
result
indirect
result
direct
result
indirect
result
Gross rental income
Service costs charged
147,574
30,031
143,453
30,547
Total revenues 177,605 174,000
Service costs paid
Property expenses
-33,494
-13,300
-33,555
-11,788
-46,794 -45,343
Net rental income 130,811 128,657
Valuation results
Results on disposals
General costs
Other income and expense
-21,004
1,578
-78,559
8,941
-3,559
-14,013
1,770
17,478
-672
17
Operational result 111,385 -73,177 116,414 16,823
Interest charges
Interest income
-26,251
362
-4,054 -26,433
464
-4,415
Net interest
Other financial income and expense
-25,889 -4,054
1,197
-25,969 -4,415
-3,717
Result before tax 85,496 -76,034 90,445 8,691
Taxes on result -550 26,094 -1,151 13,189
Result from continuing
operations
84,946 -49,940 89,294 21,880
Result from discontinued
operations
8,867 -130,967 24,045 -72,234
Result 93,813 -180,907 113,339 -50,354
Profit attributable to:
Shareholders
Non-controlling interest
84,851
8,962
-183,290
2,383
106,333
7,006
-55,037
4,683
Result 93,813 -180,907 113,339 -50,354
Earnings per share from continuing
operations (x
€ 1)
3.50 -2.41 3.82 0.79
Earnings per share from
discontinued operations (x
€ 1)
0.41 -6.04 1.11 -3.34
Earnings per share (x
€ 1 )
3.91 -8.45 4.93 -2.55

Consolidated statement of comprehensive income

(amounts x € 1,000) 2012 2011
Result from continuing operations
Result from discontinued operations
35,006
-122,100
111,174
-48,189
Result -87,094 62,985
Other comprehensive income:
Exchange rate differences
356 13,600
Revaluation of financial assets available for sale -1,236 -151
Effective portion of change in fair value of cash flow hedges -568 730
Total of comprehensive income -1,448 14,179
Total comprehensive income -88,542 77,164
Total comprehensive income from continuing operations 22,592 113,710
Total comprehensive income from discontinued operations -122,100 -48,189
Shareholders -99,508 65,521
Non-controlling interest 10,966 11,643
Total comprehensive income -88,542 77,164

Consolidated statement of movements in equity

Attributable to shareholders
Reserve for
exchange Total attri Non
Share Share General Revaluation Hedge rate butable to controlling
capital premium reserve reserve reserve differences shareholders interest Total
Balance at January 1, 2011 214,485
-
777,728
-
656,639
-
1,456
-
-
-
-39,077
-
1,611,231
-
116,832
-
1,728,063
-
Comprehensive income - - - - - - - - -
Result 2011 - - 51,296 - - - 51,296 11,689 62,985
Exchange rate differences - - - - - 13,600 13,600 - 13,600
Revaluation of financial assets
available for sale
Effective portion of change in fair value of cash
- - - -105 - - -105 -46 -151
flow hedges - - - - 730 - 730 - 730
Total of comprehensive income
- - 51,296 -105 730 13,600 65,521 11,643 77,164
Transactions with shareholders
Equity component convertible bond - -8,102 8,102 - - - - - -
Purchase shares for remuneration - - -299 - - - -299 - -299
Stockdividend 2010 2,311 -2,311 - - - - - - -
Dividend 2010 - - -84,539 - - - -84,539 -6,415 -90,954
Balance at December 31, 2011 216,796 767,315 631,199 1,351 730 -25,477 1,591,914 122,060 1,713,974
Balance at January 1, 2012 216,796 767,315 631,199 1,351 730 -25,477 1,591,914 122,060 1,713,974
Comprehensive income - - - - - - - - -
Result 2012 - - -98,439 - - - -98,439 11,345 -87,094
Exchange rate differences - - - - - 356 356 - 356
Revaluation of financial assets
available for sale - - - -857 - - -857 -379 -1,236
Effective portion of change in fair value of cash
flow hedges
- - - - -568 - -568 - -568
Total of comprehensive income -
-
-
-
-98,439
-
-857
-
-568
-
356
-
-99,508
-
10,966
-
-88,542
-
Transactions with shareholders
Purchase shares for remuneration - - 299 - - - 299 - 299
Purchase Genk (Belgium) - extension share capital
Wereldhave Belgium
Purchase remaining shares - - -798 - - - -798 20,706 19,908
Agenttitalo (Finland) - - -466 - - - -466 - -466
Dividend 2011 - - -101,894 - - - -101,894 -6,545 -108,439
Balance at December 31, 2012 216,796 767,315 429,901 494 162 -25,121 1,389,547 147,187 1,536,734

Consolidated cash flow statement for 2012

2012 2011
Operating activities
Result -87,094 62,985
Adjustments:
Valuation results 197,033 51,331
Net interest charge 39,280 37,048
Other financial income and expense -1,197 3,717
Results on disposals -7,896 4,097
Deferred taxes -26,094 -14,131
Other non cash movements 1,389 1,011
202,515 83,073
115,421 146,058
Movements in working capital -7,046 11,335
Cash flow from company activities 108,375 157,393
Interest paid -38,666 -33,305
Interest received 155 860
Income tax paid -700 -2,247
-39,211 -34,692
Cash flow from operating activities 69,164 122,701
Investment activities
Proceeds from disposals direct investment
properties 332,403 168,589
Proceeds from disposals indirect investment
properties - 48,824
Investments in investment property -208,414 -340,538
Investments in equipment 197 -881
Investments in financial assets -5,209 4,712
Investments in intangible assets -606 -973
Investments in other long term assets -4,353 -3,793
Cash settlement forward transactions -610 -8,181
Cash flow from investment activities 113,408 -132,241
Financing activities
New loans interest bearing debts 575,290 586,630
Repayment interest bearing debts -581,521 -508,467
Transactions with shareholders -47,769 -
Repayment other long term liabilities -806 -624
Other movements in reserves 299 -299
Dividend paid -108,439 -90,954
Cash flow from financing activities -162,946 -13,714
Increase / Decrease (-) cash and bank 19,626 -23,254
Cash and bank balances at January 1 24,400 32,096
Foreign exchange differences 380 15,558
Cash and bank balances at December 31 44,406 24,400

Segment information

(amounts x € 1,000)

Geographical segment information - 2012

Geographical segment information - 2012
Belgium Finland The
France Netherlands
Spain United
Kingdom
United
States
Headoffice
and other
Total
Result
Gross rental income 33,407 24,709 10,939 40,701 8,604 29,214 147,574
Service costs charged 6,252 6,369 4,207 5,724 2,268 5,211 ÷, ÷, 30,031
Total revenues 39,659 31,078 15,146 46,425 10,872 34,425 ÷, ÷, 177,605
Service costs paid $-7,127$ $-6,626$ $-4,303$ $-6,134$ $-3,260$ $-6,044$ $-33,494$
Property expenses $-780$ -887 $-342$ $-5,289$ $-716$ $-5,286$ ÷, ÷, $-13,300$
Net rental income 31,752 23,565 10,501 35,002 6,896 23,095 ÷, ä, 130,811
Valuation results 7,155 1,101 28,306 $-36,812$ $-30,637$ $-43,887$ $-3,785$ $-78,559$
Results on disposals $-105$ $-19$ 668 245 1,043 7,109 8,941
General costs $-3,100$ $-998$ $-777$ $-3,023$ $-648$ $-2,271$ $\overline{\phantom{a}}$ -10,187 $-21,004$
Other income and 1,624 $-3,605$ $-1,981$
expense
Interest charges
$-1,157$ $-14,173$ $-2,045$ $-2,288$ $-4,027$ $-11,368$ 4,753 $-30,305$
Interest income 44 7 97 163 2 49 362
Other financial income and expense 85 ÷ 1,112 1,197
Taxes on results -66 $-2,205$ -47 ÷ 2,479 $-2,313$ ÷ 27,696 25,544
Result from continued
operations
36,232 7,278 36,703 $-6,713$ $-24,892$ $-29,586$ 15,984 35,006
Result from discontinued
operations $-122,100$ $-122,100$
Result 36,232 7,278 36,703 $-6,713$ $-24,892$ $-29,586$ $-122,100$ 15,984 $-87,094$
Total assets
Investment properties in operation
Investment properties under
499,801 458,289 174,702 540,698 97,408 302,129 2,073,027
construction 55,244 36,708 116,370 2,683 $\overline{\phantom{a}}$ 29,039 240,044
Assets held for sale 8,099 535,067 543,166
Other segment assets 25,324 6,156 12,286 147,800 9,129 81,028 7,588 768,873 1,058,184
minus: intercompany $\overline{\phantom{a}}$ ÷, $\overline{a}$ $-65,000$ $\overline{\phantom{a}}$ $-45,950$ ÷, $-799,515$ $-910,465$
580,369 501,153 303,358 626,181 106,537 374,345 542,655 $-30,642$ 3,003,956
Investments in
investment properties 86,527 30,846 94,475 10,716 6,409 12,163 38,727 279,863
Gross rental income by type of
property
Retail 23,537 24,709 1,153 35,726 1,598 24,307 111,030
Offices 9,846 ÷, 9,786 1,090 5,267 4,199 ä, 30,188
Other 24 ÷, ÷, 3,885 1,739 708 ÷ ÷. 6,356
33,407 24,709 10,939 40,701 8,604 29,214 147,574

Segment information

(amounts x € 1,000)

Geographical segment information - 2011

Geographical segment information - 2011
Belgium Finland The
France Netherlands
Spain United
Kingdom
United
States
Headoffice
and other
Total
Result
Gross rental income 26,344 30,048 12,665 43,967 9,502 20,927 $\overline{\phantom{a}}$ 143,453
Service costs charged 6,969 7,484 4,534 5,667 2,291 3,602 30,547
Total revenues 33,313 37,532 17,199 49,634 11,793 24,529 $\overline{\phantom{a}}$ 174,000
Service costs paid -7,453 $-7,996$ $-4,617$ $-6,046$ $-3,046$ $-4,397$ $-33,555$
Property expenses $-1,287$ $-1,315$ $-412$ $-5,467$ $-1,168$ $-2,139$ $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ $-11,788$
Net rental income 24,573 28,221 12,170 38,121 7,579 17,993 $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ 128,657
Valuation results
Results on disposals
General costs
Other income and
14,747
-84
$-2,180$
407
$-392$
$-550$
4,001
$\overline{\phantom{a}}$
-654
$-1,782$
695
$-1,536$
$-5,682$
$\overline{\phantom{a}}$
-672
5,836
$-1,741$
$-2,231$
$\overline{\phantom{0}}$ -49
850
$-6,190$
17,478
$-672$
$-14,013$
expense 1,793 $\overline{\phantom{a}}$ $\overline{a}$ 1 $-7$ 1,787
Interest charges
Interest income
Other financial income and
-849
49
$-15,337$
22
$-2,644$
155
$-2,656$
197
$-4,739$
19
$-4,902$
22
279
$\overline{\phantom{a}}$
$-30,848$
464
expense 84 136 $\overline{\phantom{0}}$ $-3,937$ $-3,717$
Taxes on results 287 7,753 -17 $\overline{a}$ 1,231 $-1,071$ $\overline{\phantom{a}}$ 3,855 12,038
Result from continued
operations
38,420 20,124 13,011 33,039 $-2,264$ 14,043 $-5,199$ 111,174
Result from discontinued
operations
$\overline{\phantom{a}}$ $\overline{\phantom{a}}$ -48,189 $\overline{\phantom{a}}$ -48,189
Result 38,420 20,124 13,011 33,039 $-2,264$ 14,043 $-48,189$ $-5,199$ 62,985
Total assets
Investment properties in
operation
Investment properties under
398,408 456,549 181,226 568,211 135,907 415,678 674,190 2,830,169
construction 74,428 6,504 3,479 1,792 $\overline{\phantom{a}}$ 14,617 127,112 227,932
Assets held for sale
Other segment assets
minus: intercompany
25,681
$\overline{\phantom{a}}$
2,840 13,105
$\overline{\phantom{a}}$
148,694
$-65,000$
10,414
$\overline{\phantom{a}}$
23,159 43,092
$\overline{\phantom{a}}$
748,917
-791,076
1,015,902
$-856,076$
498,517 465,893 197,810 653,697 146,321 453,454 844,394 -42,159 3,217,927
Investments in
investment properties
41,056
6,535 1,170 8,988 4,251 205,750 73,493 341,243
Gross rental income by
type of property
Retail 16,554
9,768
29,778 3,203
9,462
37,337
1,167
1,752
5,455
10,849
9,236
99,473
35,088
Offices
Other
22 270 $\overline{\phantom{a}}$ 5,463 2,295 842 8,892
26,344 30,048 12,665 43,967 9,502 20,927 $\overline{\phantom{a}}$ 143,453

Explanation

Movements in investment properties

Investment
properties in
operation
Investment
properties
under
construction
Total
investment
properties
Balance at January 1, 2012 2,830,169 227,932 3,058,101
Exchange rate differences -601 -1,735 -2,336
Purchases 52,458 24,550 77,008
Investments 24,405 172,682 197,087
To / from development properties 151,638 -151,638 0
To investments held for sale -506,657 -7,579 -514,236
Disposals -307,555 -8,408 -315,963
Revaluations -171,967 -21,281 -193,248
Capitalized interest 247 5,521 5,768
Other 890 - 890
Balance at December 31, 2012 2,073,027 240,044 2,313,071
Investment properties at fair value
Investment properties at cost
2,073,027
-
160,870
79,174
2,233,897
79,174
2,073,027 240,044 2,313,071
Rental income per country
(x € 1,000)
gross rental income property expenses
and service and
operating costs
net rental income
2012 2011 2012 2011 2012 2011
Belgium 33,407 26,344 1,655 1,771 31,752 24,573
Finland 24,709 30,048 1,144 1,827 23,565 28,221
France 10,939 12,665 438 495 10,501 12,170
The Netherlands 40,701 43,967 5,699 5,846 35,002 38,121
Spain 8,604 9,502 1,708 1,923 6,896 7,579
United Kingdom 29,214 20,927 6,119 2,934 23,095 17,993
147,574 143,453 16,763 14,796 130,811 128,657
Rental income per sector
(x € 1,000)
2012 2011 2012 2011 2012 2011
Retail 111,030 99,473 13,124 10,458 97,906 89,015
Offices 30,188 35,088 2,855 3,323 27,333 31,765
Other 6,356 8,892 784 1,015 5,572 7,877
147,574 143,453 16,763 14,796 130,811 128,657
Geographical distribution investment
properties (as
a %)
December 31, 2012 December 31, 2011
Belgium 24 14
Finland 22 18
France 8 6
The Netherlands 26 21
Spain 5 5
United Kingdom 15 11
United States - 25
Distribution of investment properties by
sector
(as a %)
(as a %) Retail 79 54
Offices 18 41
Other 3 5
Share data
(amounts per share x € 1)
December 31, 2012 December 31, 2011
Number of ordinary shares ranking for dividend 21,679,608 21,679,608
Result per share ranking for dividend -4.54 2.37
Average number of shares 21,678,276 21,593,238
Result per share -4.54 2.38
Result per share at full conversion of the bond -4.54 2.65
Movement in net asset value per share
ranking for dividend
2012 2011
Net asset value as at January 1 73.44 75.12
Dividend previous year -4.70 -3.95
Stock dividend previous year - -0.75
68.74 70.42
Other movements in equity -0.11 0.65
Direct result current year 3.91 4.91
Indirect result current year -8.45 -2.54
-4.54 2.37
Net asset value as at December 31 64.09 73.44
Interest bearing debt
(amounts x € 1,000)
December 31,
2012
December 31,
2011
Long term
Bank debts and other loans 723,776 740,495
Debentures 42,790 41,738
Convertible bonds 447,212 441,855
1,213,778 1,224,088
Short term
Interest bearing liabilities 75,000 64,965
1,288,778 1,289,053

Movement interest bearing liabilities Balance at January 1, 2011 1,148,016 Exchange rate differences & other value adjustments 30,669 New loans 616,056 Repayments -508,468 Use of effective interest method 2,780 Balance at December 31, 2011 1,289,053 Balance at January 1, 2012 1,289,053 Exchange rate differences & other value adjustments -637 New loans 575,290 Repayments -581,521 Use of effective interest method 6,593 Balance at December 31, 2012 1,288,778

Related party agreements

In the financial year 2012, no business transactions took place in which conflicts of interest of the members of the Board of Management or the Supervisory Board may have played a role.

Basis of preparation results 2012

The accounting principles applied for this press release are in accordance with the International Financial Reporting Standards (IFRS), as approved and endorsed by the EU Commission. The accounting principles are also in accordance with the annual accounts 2011 of Wereldhave, except for the accounting for leasehold contracts. Leasehold contracts are as per 2012 presented as operational lease contracts, instead of financial lease contracts. As a result of this change in accounting policies, the interest costs over 2011 have been adjusted downwards with € 2.0 million as well as the valuation result with € 0.1 million, whilst the property expenses have increased with € 2.1 million. In the balance sheet per December 31, 2011 the items "investment properties in operation" and "other long term liabilities" have been adjusted downwards with € 32.3 mln. The figures of this press release are unaudited.

Expense ratio

The expense ratio for 2012, based on the Dutch Financial Supervision Act, amounts to 4.87% (2011: 3.70%). The percentage is calculated as the quotient of property expenses, general costs and the average of shareholders' equity during the accounting period.