Annual report 2011/2012

Transcription

www.comfi.be
Shopping at your
doorstep
Industrielaan 6
B - 1740 Ternat
i [email protected] om
w w w.retailestates.c om
Retail Estates sa - Rapport annuel 2011-2012
vastgoedbevak - sicafi
Risk management
4
Letter to the shareholders
10
Management report
14
Retail Estates nv on the stock exchange
42
Real Estate report
50
Financial report
70
Permanent document
120
Miscellaneous138
2012
annual report
www.comfi.be
Shopping at your
doorstep
Industrielaan 6
B - 1740 Ternat
Risk management
4
10
Management report
14
42
Real Estate report
50
Financial report
70
Permanent document
120
Miscellaneous138
2012
annual report
The financial year of Retail Estates runs from 1 April to 31 March. The key
figures below are consolidated figures incorporating the subsidiaries
TOTAL PORTFOLIO
Total shop premises
Total lettable area in m²
31/03/12
31/03/11
31/03/10
451
448
399
428 548
419 346
398 754
Estimated fair value in EUR (incl assets held for sale)
550 631 000
516 365 000
449 600 000
Estimated investment value in EUR (incl assets held for sale)
564 777 000
528 815 000
460 780 000
37 154 000
34 260 000
32 517 807
Total annual rental income on 31 March 2012
Average rent prices per m²
86.85
84.76
81.55
98.19%
98.15%
98.25%
241 336 000
229 607 000
191 040 000
51.08%
53.38%
53.77%
Net rental income
35 473 000
33 845 000
30 500 000
Property result
35 204 000
33 469 000
30 202 000
Property charges
-2 165 000
-2 204 000
-2 110 000
General costs and other operation cost and income
-2 194 000
-2 067 000
-1 930 000
Operation result before result on the portfolio
30 844 000
29 199 000
26 162 000
9 346 000
10 400 000
1 454 000
Occupancy rate
BALANCE SHEET INFORMATION
Shareholders' equity
Debt ratio RD 21 June 2006 (max 65%) in %
RESULTS
Result on the portfolio
Operating result
40 191 000
39 599 000
27 616 000
-12 977 000
-12 623 000
-12 093 000
Net result
27 360 000
26 692 000
15 328 000
Net current result before result on the portfolio
18 014 000
16 292 000
13 874 000
Number of shares
5 437 074
5 061 663
4 639 127
Number of shares entitled to dividend
Financial result
DATA PER SHARE
5 395 408
4 981 959
4 432 804
Net asset value (fair value)
44.39
45.36
41.07
Net asset value (fair value) excl dividend
41.59
42.66
38.45
Net asset value (investment value)
46.99
47.82
43.47
Gros dividend per share
2.8
2.7
2.62
2.212
2.295
2.23
Gross dividend yield on closing price
5.69%
5.47%
6.22%
Net dividend yield on closing price
4.50%
4.65%
5.29%
Closing price on closing date
49.21
49.36
42.15
Average price
49.29
44.79
38.84
0.33%
16.28%
40.03%
18.32%
15.71%
9.62%
Net dividend per share
Evolution of share price during the financial year
Over-/undervaluation on net asset value (fair value) excl
dividend (in %)
Libramont
Sint-Denijs-Westrem
Nivelles
Neupré
Party 2000 sprl : 1.949 m²
Fun Belgium nv : 2.527 m²
Brico Belgium nv :1.578 m²
Euroventes sprl, Point Carré sprl,
Brantano nv : 3.000 m²
Avenue de Bouillon 54
Kortrijksesteenweg 1178
Avenue du Centenaire 42
6800 Libramont
9051 Sint-Denijs-Westrem
1400 Nivelles
Route du Condroz 7
4120 Neupréw
Retail Estates sa
ANNUAL REPORT 2012
TOTAL PORTFOLIO
Total shop premises
31/03/12
31/03/11
31/03/10
451
448
399
428 548
419 346
398 754
550 631 000
516 365 000
449 600 000
564 777 000
528 815 000
460 780 000
37 154 000
34 260 000
32 517 807
86.85
84.76
81.55
98.19%
98.15%
98.25%
241 336 000
229 607 000
191 040 000
51.08%
53.38%
53.77%
Net rental income
35 473 000
33 845 000
30 500 000
Property result
35 204 000
33 469 000
30 202 000
Property charges
-2 165 000
-2 204 000
-2 110 000
-2 194 000
-2 067 000
-1 930 000
30 844 000
29 199 000
26 162 000
9 346 000
10 400 000
1 454 000
Occupancy rate
RESULTS
Operating result
40 191 000
39 599 000
27 616 000
-12 977 000
-12 623 000
-12 093 000
Net result
27 360 000
26 692 000
15 328 000
18 014 000
16 292 000
13 874 000
Number of shares
5 437 074
5 061 663
4 639 127
Financial result
DATA PER SHARE
5 395 408
4 981 959
4 432 804
44.39
45.36
41.07
41.59
42.66
38.45
46.99
47.82
43.47
2.8
2.7
2.62
2.212
2.295
2.23
5.69%
5.47%
6.22%
4.50%
4.65%
5.29%
49.21
49.36
42.15
Average price
49.29
44.79
38.84
0.33%
16.28%
40.03%
18.32%
15.71%
9.62%
dividend (in %)
Libramont
Sint-Denijs-Westrem
Nivelles
Neupré
Party 2000 sprl : 1.949 m²
6800 Libramont
1400 Nivelles
Route du Condroz 7
4120 Neupréw
Retail Estates sa
ANNUAL REPORT 2012
Investing in
peripheral retail
Investing in Retail
Estates NV
As in other countries, the owning
Retail Estates NV, with its team of 14
and letting of out-of-town
staff, is specifically
retail properties has become a
committed to the niche of out-of-town
mature niche market,
retailing and has
with increasingly professional lessors
become a reference in the sector over
and tenants. Out-of-town retailing is
the last 14 years.
constantly growing its market share
Retail Estates NV has a strong defensive
at the
profile in terms of
expense of other retail channels.
investment and financing strategy.
The properties are let out on an
Shareholders enjoy the
unfitted (‘casco’) basis,
value that this type of real estate
with clearly defined and controllable
continues to generate as
maintenance
well as a stable dividend policy with an
obligations. This, and the fact that
annually increasing
the sector has few
dividend.
vacancy or rent collection problems,
explains why property
values have remained so far very
stable even in difficult
economic times.
Retail Estates NV
ANNUAL REPORT 2012
1
KNOW-HOW
Retail Estates NV limits its risks thanks
to its intensive specialisation and
know-how of out-of-town retailing
Occupancy rate
2
98.19%
3
RISK MANAGEMENT
1. Market value
of the property
investor market, which continues to
long-term protection for tenants.
represent over 60% of investments,
In such cases, even the customary
The value of the portfolio is
is less sensitive in this respect.
3 to 6 month bank guarantee is
assessed on a quarterly basis by an
insufficient to cushion all risks. The
leads to a decrease in the company’s
2. Developments in
the renting market
equity, and a rise in value leads to an
It goes without saying that there are
continuity provide lessees with
increase in the company’s equity.
various risks in this area. Risks may
extensive, long-term protection. In
The value of out-of-town retail
take the form of vacant properties,
case of disputes, this legislation is
properties is mainly determined
but can also pertain to rentability,
often interpreted flexibly by judges,
by the commercial value of the
tenant quality, building ageing, and
in favour of the lessee. In addition,
property locations. Owing to a
the trend in supply and demand
tenants, in contrast to lessors, are
shortage of sites in good locations,
in the renting market. In the first
legally entitled to terminate the lease
the supply and demand is exerting
instance, these risks are reflected
agreement unilaterally, every three
upward pressure, both in the
in the evolution of letting values.
years.
market for private investors and
Of course, there are also payment
among institutional investors.
risks, despite precautions taken by
Values are generally inflation-
the management, which tries to do
3. Structural state
of the buildings
proof due to rent indexing, but are
everything possible to review the
The management does everything in
also interest-sensitive because of
creditworthiness and reliability of
its power to anticipate these risks. To
the high level of debt with which
tenants in advance. However, the
this end, it implements a consistent
many investors work. Institutional
financial situation of tenants can
policy on major repairs that fall under
investors’ willingness to invest can
change drastically during the course
the lessor’s responsibility. In practice,
suffer sharp temporary falls, due to
of the lease, and the lessor cannot
these repairs are mainly limited to the
macro-economic factors influencing
terminate the relationship unilaterally,
renovation of car parks and roofs.
the availability and cost of credit.
given that legislation on commercial
Experience shows that the private
lease agreements foresees extensive
independent expert. A fall in value
4
legislation on commercial letting
agreements and the law on company
4. Financial risks
credits. If the Euribor interest rate
Counterparty risk in
banking
Duration of the loans
(the interest rate for short-term
Entering into bank loans and
Financing is concluded on a long-
loans) falls sharply, the market value
concluding hedging instruments with
term basis in the form of “bullet
of instruments goes down. This drop
financial institutions will create a
loans”, i.e. loans whose capital must
does not, however, impact the net
counterparty risk for the company if
be repaid in a single instalment after
profit of Retail Estates NV, given that
the financial institutions default. The
a period of 4 to 7 years. During the
this constitutes effective hedging
risk can be limited by spreading these
duration of the loan, the ‘sicafi/
within the scope of IAS 39. Cash
loans and instruments across various
bevak’ (i.e. real estate investment
flow hedge accounting is, therefore,
banks.
trust) only pays the interest. As of
applied to these swaps. As a result,
31 March 2012, the average term of
variations in the value of these swaps
Covenant risk in banking
its credit agreements is 3.8 years.
are taken directly into equity and do
Due to its strong track record and
not appear in Retail Estates’ income
based on a number of covenants,
Use of financial
instruments
statement.
financial institutions grant loans
In an interest rate swap, the floating
to Retail Estates NV. Failure to
Changing interest rates may expose
interest rate is exchanged for a fixed
fulfil the covenants may result in
the company to the risk of increased
interest rate. Under the interest rate
the premature cancellation of the
interest charges.. The company
policy conducted by the company,
loans. The loans carry conventional
implements a conservative policy,
88% of current loans (with a
covenants that mainly pertain to
which keeps this interest risk to a
remaining term of 3.8 years) have
the retention of the status of an
minimum.
been hedged with a fixed rate of
investment company with fixed
For covering the interest rate risk
interest. In addition, a large part of
capital and the related maximum
on long-term loans negotiated on a
the loans to be renewed in 2013
permissible indebtedness. The
floating rate basis, Retail Estates NV
and 2014 are forward hedged.
company satisfies all the covenants
makes use of Interest Rate Swaps.
Retail Estates’ average interest rate is
laid down by the banks. Under
The terms of these instruments are
4.83%.
article 54 of the Royal Decree of
aligned with those of the underlying
Retail Estates NV
ANNUAL REPORT 2012
RISK MANAGEMENT
5
7 December 2010, Retail Estates
5. Permit risks
will draw up a financial plan that
The value of out-of-town retail
6. Modification of the
traffic infrastructure
will be executed if, at any time, the
properties depends largely on
By definition, out-of-town retail
consolidated debt ratio, within the
holding all the urban planning
property is mainly accessible by
meaning of the Decree, exceeds
permits and licences required under
means of regional roads. For traffick
50%. The plan will describe the
the trade-premises legislation,
safety reasons, these roads are
measures to be taken in order to
depending on the intended
regularly resurfaced, or renewed in
prevent the consolidated debt
purpose of the premises.
order to feature new roundabouts,
ratio rising above 65% of the
The management pays the
bicycle lanes, etc. Such reconstruction
consolidated assets. The evolution of
necessary attention to this issue
work usually benefits the commercial
the indebtedness will be evaluated
when acquiring and developing
value of our retail premises, as the
regularly, and there will be a
retail premises. Where external
traffic flow is often slowed down
preliminary analysis of how every
circumstances require a change
and the surroundings of the shops
proposed investment operation
in retail activity, it is necessary to
made safer. However, in exceptional
would affect the company’s
apply for modifications to previously
cases, the possibility that the
indebtedness.
granted licences and permits.
accessibility of some retail premises
This obligation will not impact
Obtaining such changes is
may consequently be limited cannot
the banking covenant risk of the
frequently time-consuming and
be excluded.
company.
hardly transparent, with properties
On 31 March 2012, the consolidated
lying temporarily vacant even
indebtedness of Retail Estates was
though lessees have been found for
51.08% (compared to 53.38%
them.
on 31 March 2011), which is
In such situations, the management
considerably lower than the
tries to limit the risks by maintaining
maximum indebtedness of 65%
realistic expectations of lease
allowed by law, under the Royal
renewals.
Decree of 7 December 2010.
6
7. Risks linked to
the acquisition of
property through
share transactions
Moreover, this risk falls under the
responsibility of the lessee. However,
the procedures under the current
legislation in the three regions are
A substantial portion of the
complex and time-consuming,
property portfolio has been acquired
potentially leading to investigation
by gaining control of property
and research costs. Earth-moving
companies. These companies are
regulations also represent an
absorbed by Retail Estates NV, in
additional cost, if the soil on the
order to enable the full transfer
polluted sites needs to be handled
of their assets and liabilities. The
during construction works.
management takes the necessary
precautions to identify possible risks
prior to the acquisition and to obtain
the required contractual guarantees
from the seller/contributor.
8. Soil remediation
Previously, activities of a potentially
polluting nature had taken place at
a number of locations where the
company owns retail properties. In
principle, Retail Estates NV is not
responsible for this sort of pollution,
which is of a ‘historical nature’.
In general, lessee activities only
entail a limited risk of pollution.
Retail Estates NV
ANNUAL REPORT 2012
RISK MANAGEMENT
7
8
CONFIDENCE
Retail Estates NV has a loyal group
of shareholders, comprising both
institutional and private investors
Proposed dividend
2.8 €
Retail Estates NV
ANNUAL REPORT 2012
LETTER TO THE SHAREHOLDERS
9
LETTER TO THE
SHAREHOLDERS
Retail Estates NV recorded good
while bearing in mind the needs of
increases. Several capital increases
operational results for financial year
our tenants.
were issued for the amount of
2011-2012. The occupancy rate
Within this context, we continued
18.3 million euros at issue prices
once again reached a historic high
to expand our real estate portfolio.
that follow the increasing trend of
(98.19%) and we managed to avoid
Special attention was paid to rent
the market price and the net asset
that unexpected events affected
levels and the track record of
value of the share.
our income and expenditure. This
tenants in their locations.
These activities have resulted in the
result was achieved despite the fact
Inflation, as a result of the
growth of the real estate portfolio
that influencing factors evolved
indexation of rent, led to higher
and the capital of the company in
negatively in the course of the
rental prices. However, with an
the best possible conditions.
financial year.
average of 86.85 euros per square
Our dividend policy also remains
Macro-economic uncertainties and
metre, we are able to maintain
unchanged. As in previous years,
fiscal measures have a major impact
a defensive profile. Higher rental
the dividend of 2.80 euros gross
on consumer confidence and
prices and the continued interest
(2.212 euros net) proposed for
private consumption. However, not
for investments in retail real estate
financial year 2011-2012 represents
all merchants and product groups
have resulted in a higher valuation
a net increase of more than 3%.
were effected to the same extent.
of our real estate portfolio.
For financial year 2011-2012, Retail
The quality of our real estate
The financing policy of recent years
Estates NV will distribute 83.78%
portfolio and our pricing policy
was continued. Real Estates NV is
of its current net result, thereby,
enabled us to profile ourselves as
financed through long-term bank
proceeding with the necessary
partners rather than opponents
loans, and only a limited number
caution with respect to its dividend
with regard to our relationship with
of loans is due to expire within the
policy.
tenants. Additional investments in
next two years. The majority (88%)
Thanks to the continued efforts
the optimisation of our real estate
of long-term loans are hedged
of our employees and the support
portfolio underlined our strategy
against possible interest rate
of an active Board of Directors,
10
we were able to reap the benefits
We also extend our gratitude to
over the last year of our long-term
our shareholders to those who have
strategy that we have maintained
been loyal to us for many years as
for the last 14 years and which
well as those who joined us during
focuses on the niche market of
the past financial year as new
peripheral retail real estate.
shareholders. You have provided
the financial resources and the
stable environment that we need to
achieve and continue this successful
growth.
Ternat, 23 May 2012
Paul Borghgraef
Jan De Nys
Chairman of the Board of Directors
Managing Director
Retail Estates NV
ANNUAL REPORT 2012
LETTER TO THE SHAREHOLDERS
11
GROWTH
By means of acquisitions, investments
in project developments, and
investments in the optimisation of its
real estate portfolio, Retail Estates NV
aims to offer its shareholders
a growing dividend policy
537 €
Million
in the fair value of the real estate portfolio
MANAGEMENT REPORT
1. Strategy investment in out-oftown retail property
results both from the value of the
NV has concentrated on continuously
asset and the income generated from
improving the quality of its properties,
leasing.
partly through a good sector mix in its
Moreover, through the further
tenants’ retail activities.
Goal – investment in a
representative portfolio of out-of-town retail
property
upscaling of the property portfolio,
In principle, Retail Estates NV rents
Retail Estates NV intends to offer
its properties in a structural (i.e. shell)
shareholders a representative sample
state, with the furnishings, fittings and
of the out-of-town retail property
maintenance left to the discretion of
Retail Estates NV is a niche fixed-
market, both in terms of location
the tenants. Retail Estates NV’s own
capital real estate investment fund
choice and the wide variety of
maintenance costs are essentially
(sicafi/bevak) that invests in retail
tenants.
limited to the maintenance of car
properties located on the outskirts
In the short term, these goals are
parks and roofs, and can be planned in
of residential areas or along access
pursued by monitoring the occupancy
advance.
roads to urban centres. Retail Estates
level of the portfolio, the rental
Most of its tenants are well-known
NV buys these properties from third
income, and the maintenance and
retail chains such as Brantano NV,
parties, or builds and markets shop
management costs.
Piocheur NV, Blokker groep, FUN,
premises on its own account. The
The selective purchase and
Carpetright and Krëfel, …
properties are between 500 m and
construction of shops at particular
As of the end of March 2012, Retail
3,000 m . A typical retail property
locations (so-called ‘clusters’)
Estates NV had 451 premises in its
2
2
has an average area of 1,000m .
are aimed at simplifying the
portfolio. The retail lettable area
The most important long-term goal
management and boosting the value
amounted to 428,548 m2, while the
for Retail Estates NV is to assemble
of the portfolio. Retail Estates NV
occupancy rate measured in rented
and manage a portfolio of out-of-
has currently identified 38 clusters, in
square metres was 98.19%.
town retail property, which ensures
which it is systematically increasing
A total of 55,000 m2 of retail floor
steady, long-term growth, due to
its investments. These represent over
space has received planning permission
its location and the quality of its
69% of its portfolio.
and is under development. This will
tenants. The predetermined growth
Over the past years, Retail Estates
be reflected in the calculation of the
2
14
occupancy level upon provisional
one. The company records the value
delivery of the buildings.
of these certificates as a real estate
• Rental level and
initial profitability
On the 31 March 2012, the fair
investment and recognises income
In order to reconcile the profitability
value of the property portfolio of
from this certificate as rental income.
expectations of Retail Estates NV and
Retail Estates NV and its subsidiaries
Given that it does not hold shares in
its tenants over the long term, special
is estimated by the independent
Immobilière Distri-Land (the issuer of
attention is paid to rental levels
property expert at EUR 537.47
the certificates), this company is not
Experience shows that the excessive
million (excluding transaction costs
consolidated.
rents charged by certain developers
produce a high level of rotation
of 2.5%) and at EUR 551.29 million
at investment value (including
Acquisition criteria
when sales do not rapidly meet the
transaction costs).
Retail Estates NV seeks to optimise
retailers' expectations.
Retail Estates NV has invested a total
its real estate portfolio, in terms of
of EUR 13.68 million in ‘Distri-Land’
profitability and potential capital
real estate certificates. It currently
gains, by paying attention to a
• Geographical
distribution
holds 83.64% of the issued ‘Distri-
number of criteria which serve as
Retail Estates NV spreads its
Land’ real estate certificates. The
guidelines when acquiring real estate:
investments over all major centres
across Belgium. In practice, however,
issuer of these real estate certificates
owns 13 retail properties with an
• Choice of location
it hardly ever invests in the Brussels
investment value of EUR 18.15
Based on the insight that the
Region, due to the extremely low
million. Retail Estates NV has built
managment has acquired into
supply of out-of-town premises
up its shareholding stake on the one
the profitability of its tenants, the
there. As a result, Retail Estates
hand through a successful public
locations that are selected aim to
NV prefers to concentrate its
exchange bid in December 2003,
offer Retail Estates NV’s tenants
investments in Flanders and Wallonia
and on the other hand through
the best chances of success. In
and especially in sub-regions with
purchases on the stock market. Retail
this respect, the company seeks to
strong purchasing power (mainly the
Estates NV views its stake in this
achieve a healthy balance between
Brussels – Ghent – Antwerp triangle,
real estate certificate as a strategic
the supply of retail properties and the
and the “green axis” of Brussels –
demand from retailers.
Namur – Luxembourg).
Retail Estates NV
ANNUAL REPORT 2012
MANAGEMENT REPORT
15
• Development and
redevelopment of
property for our
own account
2. Investing in real
estate via Retail
Estates NV
Retail Estates NV is a fixed-capital
of this property in the longer term.
Retail Estates NV has significant
property investment company (sicafi/
With the share of Retail Estates NV,
experience in custom developping
bevak). As such, it is subject to a
each shareholder has an investment
new shops for its tenants.
set of rules on risk diversification,
instrument which can be traded
Experience shows that such
distribution of profits and debt
freely and cashed in at any time
developments offer architecturally
management stipulated in a number
via Euronext. The shares of Retail
attractive retail premises which
of Belgian Royal Decrees. Providing
Estates NV are held entirely by the
generate a higher initial income
it respects the aforementioned
public and a number of institutional
than shops offered on the
rules, the company benefits from
investors. On 31 March 2012,
investment market. The importance
an exceptional tax regime. This
50.33% of the stock was held by
of redeveloping peripheral shopping
regime allows Retail Estates NV
institutional shareholders who, in
clusters into larger groups of
to pay virtually no corporate tax
accordance with the transparency
modern, connected retail premises
on its earnings, thereby ensuring
legislation and Retail Estates NV’s
is increasing by the year. Such
that the result available for
articles of association, have reported
redevelopments generally allow one
distribution is higher than for real
that they have stakes exceeding the
to increase the amount of lettable
estate companies that do not enjoy
threshold of 3% or 5%. (further
space and to better align the
this status. Retail Estates NV, as a
explanation on pages 24 of the
premises with the tenant’s needs.
fixed-capital property investment
annual report).
Another distinct advantage of
company, also has additional assets,
In the Euronext price listings,
redevelopments is that parking and
such as its strongly diversified
which are published in the daily
road infrastructure is improved, and
property portfolio, and the fact
press and on the Euronext website,
shop premises are modernised.
that it has been established for an
shareholders can follow the
indefinite period of time.
evolution of their investments at
• Diversity of tenants
Investments in out-of-town
all times. The company also has
Retail Estate NV seeks to have
retail properties have, over the
a website (www.retailestates.
as many different retail sectors
years, become more attractive,
com) with relevant shareholder
as possible represented in its list
owning to a stricter permit policy
information.
of tenants, with a preference for
adopted by the government,
The net asset value of the share
sectors known to have valuable
a very limited supply of high-
forms an important indication
retail outlets. In times of economic
quality shop locations, and the
of its value. The net asset value
hardship, not all retail sectors are
continiously high level of demand.
(NAV) is calculated by dividing the
equally effected by a possible fall
The internationalisation of the retail
consolidated shareholders’ equity by
in turnover. A good distribution
property market, in conjunction with
the number of shares. The NAV (fair
over various sectors limits the risks
the shift from city centre to out-of-
value), including the dividend of EUR
attached to negative economic
town shopping, have had a positive
2.80, amounted to EUR 44.39 on 31
developments.
influence on the out-of-town retail
March 2012. This is a decrease of
property market. This influence,
2.14% (EUR 45.36 in the previous
as well as the tendency to further
year). On 31 March 2012, the stock
institutionalize the investment
market price of the share was EUR
16
market for suburban retail property,
not only explains the rise in rents,
but also the increase in the fair value
49.21, representing a premium of
and Lochristi (1,316 m² - ARS
expected to generate, from 1 June
10.86%. The fall, in comparision to
woondecoratie).
2012, a net collectable rent of EUR
the previous year, in the net asset
These retail premises represent
0.66 million for Retail Estates NV
value is entirely due to the rise in the
a collectable rent total of EUR
(after deduction of the superficies
negative variation of the value of
1,398,505.
fee). Retail Estates NV hopes to obtain
the administrative permits required to
the financial instruments that swap
integrate its site along Sint-Pieterskaai
The corrected Net Asset Value (i.e.
Investments in developing
projects for our own
account (EUR 15.49 million
during the financial year)
the fair value including dividend,
In December 2010, Retail Estates NV
provide a valuable entrance road from
but excluding the value of financial
acquired control over Belgium Wood
the Bruges ring road to the park.
instruments) was EUR 49.20 in
Center NV and Flanders Retail Invest
In Tongeren, Retail Estates NV is
the year under review compared
bvba. These companies respectively
building a large roadside retail park
to EUR 47.16 in the previous year.
develop projects in Bruges and
along Luikersteenweg. Construction
This increase is due to the positive
Tongeren. The required permits were
of the 27 shops is in full swing and
variations in the value of the real
obtained and construction work
will be completed towards the end
estate investments, and the result of
began in the course of the 2011-2012
of August 2012. To date, 24 retail
the financial year.
financial year.
premises have been let to leading
After having gained control of Belgian
chain stores engaged in a wide
Wood Center N.V, Retail Estates NV
array of activities, such as household
is now building a roadside retail park
electrical appliances (Vanden Borre),
called 'V-Markt' in Bruges (Sint-
DIY (Hubo), toys and seasonal
Pieters), along Sint-Pieterskaai. The
articles (Dreamland), clothing (JBC,
new retail park, which will serve the
ZEB, E5 Mode, Bel&Bo), footwear
Investments in acquiring
leased properties (fair
value EUR 20.60 million)
Bruges-North area, will consist of 10
(Brantano, Torfs), home furnishings
retail premises, covering a shop space
(Leen Bakker and Matrassenkoning)
totaling 12,095 m². The floor space
and food (Delhaize, Lidl, O’Cool, and
In the course of the financial
of the premises varies from 600 m² to
Buurtslager).
year, the company added 11
2,000 m². Almost all of the premises
On 31 March 2012 the total
retail premises to its real estate
have already been leased to chain
investment expense for the Tongeren
portfolio. The premises are located
stores such as Lidl and Buurtslagers
project stood at EUR 12.62 million.
at Waremme (600 m² - Tom &
(food), Hubo (DIY), Pronti & Zeeman
From September 2012 and under
Co), Kasterlee (937 m² - Aldi),
(footwear and clothing), Action
the condition that the premises are
Genk-Winterslag (808 m² - Aldi),
(household articles), Dreambaby (baby
fully let, we expect a collectable
Houthalen-Helchteren (1,049 m²
articles) and Maxi-Zoo (pet shop).
rent total of approximately EUR
- GL International), Jodoigne
On 31 March 2012, the total
2.35 million. In June 2011, Retail
(1,037 m² - Delhaize), Zonhoven
investment expenses amounted to
Estates NV also acquired control over
(510 m² - Kruidvat), Mechelen
EUR 7.18 million. The premises will be
Champion Invest NV. In addition to
(1,998 m² - FUN), Sint-Joris-Winge
built on a plot of land that is subject
retail premises in Namur, Champion
- Gouden Kruispunt (3,179 m² -
to a superficies agreement.
Invest NV also owns several project
FUN and 2,185 m² - AS Adventure),
The letting of these premises is
sites where a retail complex
floating interest rates to fixed interest
rates (see further explanation on
page 35).
3. Significant events
in the past financial
year (01.04.2011
– 31.03.2012)
(2 retail premises with a surface area
of 3,000 m²) in this adjacent retail
park under construction, and thus
Namur Champion (1,320 m² - Aldi)
Retail Estates NV
ANNUAL REPORT 2012
MANAGEMENT REPORT
17
Divestments
(€17.43 million)
acquisition will strengthen the
Investments in the
optimisation of retail
premises (EUR 5.31 million
fair value)
presence of Retail Estates NV at
In the financial year under review, the
investors in return for net proceeds
the Namur-North retail park, where
company devoted special attention
of EUR 17.87 million. Overall, a loss
the company already owns 5 retail
to enlarging and altering some of its
of EUR 0.05 million was incurred
premises.
retail premises.
on these premises (relative to the
On 31 March 2012, the company
Various projects are currently being
investment value of EUR 17.92
invested EUR 1.15 million in the
carried out. As part of our permanent
million). The fair value of these
construction of these retail premises,
attention for optimising the shop
premises totalled EUR 17.43 million
and EUR 0.28 million in the
base, the site in Antwerp (Wilrijk),
(which, relative to the fair value, is a
additional acquisition of adjacent
located at Boomsesteenweg 941-943,
profit of EUR 0.44 million).
sites.
was transformed, from an industrial
The retail premises that were sold
When fully let, we expect a
purpose site, into a set of two
were located in Bastogne (55 m²
collectable rent total of EUR 0.42
showrooms, intended for business-to-
unoccupied), Hoeilaart (850 m²
million. One of the retail premises
business trade. The empty office floor
let to O'Cool), Liege (Rocourt) (let
has already been let to Maisons du
was completely renovated as part
to Brantano (1,000 m²), E5-mode
monde.
of this operation. The totality of the
(1,360 m²), Well (370 m²) Santana
renovation works was delivered on 1
International (699 m²) and Ideal
November 2011.
Bazar (1,000m²)), Bruges (let to Casa
Furthermore, substantial alterations
(816 m²), Euro Shoe (1,130 m²),
are being made at Mechelen-North.
Blokker (925 m²), Leen Bakker (1,105
More precisely, the existing retail
m²), Charles Vogele (1,495 m²) and
premises are being renovated and
Zeeman (562 m²)), Houthalen (890
the storage spaces at the rear (which
m² let to Promedis), Ciney (850 m²
had been purchased earlier) are being
let to Profi), Mortsel (637 m² let to
integrated in the shop areas.
Vanden Borre) and Zonhoven (510
Works have started at Bredabaan
m² let to Kruidvat).
1 in Antwerp (Merksem). The
Retail Estates NV’s selling activity
existing retail premises are being
has taken advantage of the strong
adapted to the needs of the current
demand from individual investors for
and new tenants, by improving
out-of-town retail properties. Overall,
the visibility and by providing extra
the sales proceeds are in line with
parking facilities. For the retail
the investment values as assessed
premises at Kasterlee, acquired
by the real estate expert. These
during the financial year, we obtained
transactions confirm the liquidity
a planning permit to demolish the
in this segment of the real estate
existing building and put up a new
market, and the cautiousness that
retail building for Aldi. With a view
is used when valuing the real estate
to this project, we acquired adjacent
portfolio. Retail Estates NV divested
plots of land for EUR 0.28 million.
a certain number of retail properties
consisting of 3 shops will be built.
Delivery is scheduled to take place
in the second half of 2012. This
18
In the past year, the company has
sold 12 retail premises to private
at locations outside of the 38 cluster
at a particular point in time, and,
• Damage claims
locations, where it wishes to focus
thus, concealing a series of changes
No properties suffered serious fire
two-thirds of its future investments.
which occured over the previous
damage in the past financial year.
The funds released through the
financial year. It does not offer any
companies’selling activities were
guarantee for the future, given that
used for new investments.
the imperative legislation governing
Investments:
conclusion
commercial leases provides for a
Capital increases by Board
of Directors (as part of
authorised capital)
triennial termination option for all
On 16 June 2011, the Board
tenants.
of Directors decided to use the
The purchases and own
authorised capital to increase the
developments in the financial
• Rental income
company’s capital by EUR 4.29
year 2011-2012, decreased by
During the past financial year,
million (of which EUR 1.98 million
divestments, resulted in a property
only 4, smaller tenants filed for
in capital and, EUR 2.31 million in
portfolio increase of EUR 25.92
bankruptcy. Retail Estates NV has
issue premiums). This involved the
million. As a result of these
come off almost unscathed (with
contribution of 5 retail premises,
investments, the total rental income
a claim of EUR 0.08 million on the
located at Kasterlee, Genk
in the financial year 2011-2012
bankruptcy estate).
(Winterslag), Houthalen-Helchteren,
rose by EUR 1.11 million. If the
At the end of the financial year,
Jodoigne and Zonhoven. A total of
acquisitions had occurred on 1 April
trade outstanding receivables stood
88,397 shares were issued at EUR
2011, the rental income would have
at EUR 0.11 million. A total of EUR
48.61 per share. This issue price
increased by EUR 2.55 million.
0.041 million concerns the revolving
was set by taking the average stock
fund and the reserve fund. Given
market price 30 days prior to the
the guarantees received – both
issue, minus the net amount of the
rental guarantees and the requested
dividend payable on 5 July 2011.
bank guarantees – the credit risk
These newly issued shares will be
• Occupancy rate
on the trade receivables is limited
included in the profit of the financial
The occupancy rate of the Retail
to around 17% (EUR 0.015 million)
year starting on 1 April 2011, but
Estates NV’s portfolio is 98.19%.
of the outstanding amount on 31
will not be eligible for a dividend on
Of course, the occupancy rate has
March 2012.
the profit in the financial year 2010-
Management of the
property portfolio
to be viewed as a ‘snapshot’ taken
2011.
Retail Estates NV
ANNUAL REPORT 2012
MANAGEMENT REPORT
19
Capital increases
through resolutions
by extraordinary
general meetings
by 5,437,074 shares, to EUR
calling upon the law on company
122,336,290.20.
continuity. O'Cool has 110 stores in
Belgium, out of which 10 are rented
from Retail Estates NV. The total
27 June 2011 as part of a partial
Merger through
acquisition
of subsidiaries
splitting of NV FUN Belgium. This
On 27 June 2011, approval was
stores are located in prime locations
involved a contribution of three
given for the merger through the
within major clusters. As of March
retail premises worth EUR 12
purchase of GL Development NV,
31, 2012 there are no payment
Caisse de Leasing NV, Electimmo
arrears in relation to O'Cool.
in authorised capital, and EUR 6.48
NV, Wennel Invest NV and Dimmo
million in issue premium). A total
Invest NV, without the issuing of new
of 245,348 new shares were issued
shares.
at EUR 48.91 per share. This issue
On 16 December 2011, approval
4. Corporate
governance
declaration
price was set by taking the average
was given for the merger through
This declaration is given by way of
stock market price 30 days prior to
the purchase of Asverco NV, Depatri
application of the provisions of the
the issue, minus the net amount
NV and Keerdok Invest NV, without
Belgian Corporate Governance Code
of the dividend payable on 5 July
the issuing of new shares.
2009 and the Act of 6 April 2010
2011. The new shares will share
On 17 February 2012, approval was
amending the Companies Act.
in the profit of the financial year
given for the merger through the
Retail Estates NV applies the Code
starting on 1 April 2011, but will
purchase of Flanders Retail Invest
of 12 March 2009 as its reference
not be eligible for a dividend on the
bvba, without the issuing of new
code (subsequently "the Code").
profit in the financial year 2010-
shares.
The Corporate Governance Charter
2011.
The mergers of these subsidiaries
can be found at:
On 30 March 2012, the partial
simplify the administration, and
www.retailestates.com.
splitting of Ars NV was approved,
reduce the taxable income of the
On 27 May 2011, a new version was
involving the contribution of a
subsidiaries of Retail Estates NV.
approved by the Board, taking into
A capital increase was approved on
rental income of these 10 stores is
approximately 800,000 EUR. The 10
account the latest developments.
retail site worth EUR 2 million. For
Events after
the balance sheet date
Remuneration report
on 1 April 2012, and are therefore
• Acquisition of NV
Infradis Real Estates
• Introduction
and context
not eligible for a dividend on the
Control over NV Infradis Real Estate
Retail Estates NV has prepared a
profit in the financial year 2011-
was acquired on 26 April 2012.
remuneration report with regard
2012. The capital increase of EUR
This company owns two properties
to the remuneration policy for its
937,485 will be presented under
located in Zaventem and Namur.
directors. Retail Estates NV does not
this purpose, the company issued
41,666 shares at EUR 48 per share.
These new shares will share in the
profit of the financial year starting
have a management committee.
'Capital' and EUR 1,062,515 under
• Law on company
continuity - O’Cool
The board of directors has 8 non-
The above-mentioned capital
increases had the effect of
The frozen food chain O'Cool has
i.e. the executive chairman and
increasing the capital, represented
demanded protection from creditors
managing director who together
'Issue premium'.
20
executive and 2 executive directors,
• Remuneration
of directors
of Retail Estates NV and its
Internal procedure – financial
year 2011-2012
subsidiaries.
The remuneration committee met
The report was prepared by
twice over the past financial year to
Executive directors
the remuneration committee in
verify and adjust where necessary
1In the course of the financial
accordance with article 96 §3 of
the remuneration budgets of
year 2011-2012, the following
Belgian Company Law and was
the directors individually and the
remuneration (in EUR) was
approved by the board on 23 May,
personnel budget in its entirety, in
awarded to the managing
2012.
accordance with the responsibilities
director:
It will be presented to the annual
of the persons in question and the
general meeting of 25 June 2012
medium and long-term objectives
Jan De Nys
which is to approve or disapprove
that the board of directors has
Managing Director
the report by a separate vote.
established for the company. In
assume the effective management
this respect, the executive directors
• Remuneration policy
Fixed remuneration
175,000
are analysed both in terms of the
overall remuneration level and
Variable remuneration 30,000
Bonuses group insurance 35,000
Principle
the distribution of the different
The remuneration policy of Retail
components. In addition, the
Estates NV is prepared in such a way
remuneration committee has
that it takes into account a market-
defined, analysed and established
Other benefits and
compliant remuneration, which
the objectives for the level of
expenses
enables the Company to attract
the managing director's variable
(e.g. company car,
and retain talented directors, while
remuneration and the procedure
computer,
also considering the size of the
for the realisation of the underlying
mobile phone,
company and its financial prospects.
objectives for the financial years
expense allowance)
Moreover, this remuneration
2011-2012 and 2012-2013.
must also be proportionate to the
In view of the foregoing, a limited
responsibilities associated with the
benchmarking was carried out
capacity of a director in a publicly
with executive director positions
traded company. On the other hand,
of comparable publicly traded real
of managing director, assumed by
the expectations of the shareholders
estate companies.
Mr Jan de Nys since Retail Estates
must also be met.
A similar analysis and benchmarking
NV went public in March 1998,
The remuneration and nomination
is carried out each year for the non-
takes into account his experience
committee analyses the applied
executive directors.
and track record in terms of
TOTAL 10,000
250,000
2 The remuneration of the position
remuneration policy annually, and
establishing and developing the
assesses whether an adjustment
company. It builds further on
needs to be made and makes
the foundation of his experience
the necessary recommendations
gained in the retail environment
to the board of directors, which
in Belgium and abroad, as well
in turn must propose their
as his commercial, legal and
recommendations to the general
financial knowledge which is
meeting.
necessary for the development
Retail Estates NV
ANNUAL REPORT 2012
MANAGEMENT REPORT
21
of a portfolio of peripheral retail
Develop ‘clusters’,
compensation which is paid if the
stores and the daily management
improvement works and
real estate investment fund waives
of a listed company.
expansion of retail premises
performance during the notice period,
The fixed remuneration is indexed
with a LT focus, growth
shall be calculated in accordance with
annually on 1 April. The variable
of rental value, updating of
the fixed remuneration and the annual
remuneration of the managing
buildings and environmental
premiums for group insurance policies.
elements;
director is determined annually
by the board of directors, and
- Implement strategic
The notice period was approved, in
accordance with legal provisions,
based on a proposal made by the
objectives (weighting: 10%):
by the board of directors upon the
remuneration committee. The
Buy/sell assets, growth of the
recommendation of the remuneration
company;
allowance shall not exceed 25
percent of fixed remuneration.
- Management skills
committee, and taking into account
the contributions by the managing
It is linked to the achievement
(weighting 15%):
director to the growth of the company
of a number of qualitative and
Expansion of management
since it started trading publicly in
quantitative criteria which for
team and staff, and investor
March 1998.
the financial year 2011-2012
relations and corporate
In the event of termination by the
concerned the following:
identity.
managing director, the notice period
The variable remuneration is paid
shall be 6 months.
25%):
annually in June after approval of the
If the managing director is unable to
Net current profits per share
annual accounts and the remuneration
perform his job because of disability
excluding all variations in fair
report by the annual general meeting
(illness or accident), Retail Estates NV
value of the assets and interest
of shareholders. There are no special
shall continue to pay him the fixed
rate hedging instruments and
provisions for the recovery of variable
portion of his remuneration for a
the results achieved on the
remuneration awarded on the basis of
period of 2 months from the first day
realisation of assets;
inaccurate financial data. The provisions
of incapacity. He shall subsequently
- Portfolio management
of the Belgian Civil Code governing
receive a disability pension,
(weighting 25%):
undue payments apply in full force.
guaranteed by an insurance company,
The agreement relating to the
which is equal to 75% of the fixed
managing director provides a notice of
remuneration.
18 months in the event of termination
No stock options are provided, nor any
by Retail Estates NV. Any termination
other benefits, except a company
- Financial criteria (weighting Collection management and
occupancy level;
- Real estate portfolio optimisation (weighting: 25%):
22
vehicle, a computer and a mobile
phone.
Non-executive directors
4 Total remuneration of the
The non-executive directors receive
executive directors
Executive directors were awarded a
on the one hand a fixed annual fee
total remuneration of 300,000 EUR
of 6,000 EUR.
the Board of Directors, Mr. Paul
for the financial year 2011-2012.
In addition, they receive attendance
Borghgraef.
Except for the aforementioned
fees amounting to 1,500 EUR per
The fixed remuneration is 50,000
remuneration, Messrs Paul
meeting for attending meetings
EUR, considering that Mr Paul
Borghgraef and Jan De Nys do no
of the board of directors and its
Borghgraef as executive chairman,
receive a separate remuneration for
committee(s).
and together with the managing
the exercise of their mandate.
The non-executive directors do
3 Remuneration of the Chairman of
director, is one of the two leading
not receive performance-related
managers in the company, and in this
remuneration such as bonuses or
capacity holds a part-time executive
stock related long-term incentive
position. A variable remuneration
schemes, or fringe benefits.
and other benefits or severance
Based on the foregoing, the
payment are not provided.
following fees were paid to nonexecutive directors in 2011-2012:
Fixed remuneration (EUR)
Board of Directors/Committee
Variable
remuneration (EUR)
TOTAL (EUR)
Jean-Louis Appelmans
6.000
6.000
12.000
Hubert De Peuter
6.000
4.500
10.500
12.000
Luc Geuten
6.000
6.000
Yvan Lippens
6.000
6.000
12.000
Vic Ragoen
6.000
6.000
12.000
Marc Tinant
6.000
7.500
13.500
Sophie Lambrighs
6.000
6.000
12.000
Guido Roelandt
6.000
4.500
10.500
48.000
46.500
94.500
TOTAL non-executive directors
Indemnification and insurance
of directors
Future developments
The Company has an insurance policy
recommendation of the remuneration
Corporate governance
code (2009 version) –
comply or explain
to cover the liability of its directors.
committee, does not plan to
Retail Estates NV seeks to comply
make significant changes to the
Retail Estates NV seeks to comply
remuneration policy. This applies to
with the provisions of the Code
both the executive and non-executive
as much as possible. There are,
directors and for the financial years
however, deviations in several areas:
The board of directors, upon the
2012-2013 and 2013-2014.
Retail Estates NV
ANNUAL REPORT 2012
MANAGEMENT REPORT
23
• Deviations from
principle 2:
Yvan Lippens, Mr. Vic Ragoen, and
Mr. Luc Geuten, respectively hold
• Deviations from
principle 4:
Item 2.9. The Board of Directors
the function of CEO or director. The
Item 4.6. The recommended 4-year
has not yet appointed a company
premises leased by these companies,
mandate for directors is viewed as
secretary.
however, are usually the subject of
too short, given the complexity of
long-term rental agreements, often
the type of property in which Retail
• Deviations from
principle 3:
concluded with external promoters
Estates NV specialises. As a result, all
prior to their acquisition by Retail
mandates last for 6 years.
Item 3.5. In view of the company’s
Estates NV. The Board of Directors
activities, and particularly considering
particularly values the presence of
the fact that negotiating and closing
these directors of rapidly expanding
• Deviations from
principle 5:
specific contracts is part of the
companies. Their experience of
Item 5.2. The responsibilities of the
day-to-day management and falls
changing market conditions and the
audit committee are assumed by the
within the CEO’s powers (without
development potential of various
entire Board of Directors. No separate
the intervention of the Board of
locations offers considerable added
audit committee has been set up.
Directors being required in principle),
value to Retail Estates NV when
This is in lign with the legal provisions
the following transactions between
making investment decisions. The
concerning the functioning of an
the company and its (non)-executive
commercial lease legislation, which
audit committee.
directors could possibly fall under
is mainly coercive law, provides an
the conflict of interests regulation
adequate frame of reference for
• Shareholding structure
(‘significant commercial links’):
solving day-to-day problems that
Based on the transparency
- rental agreements for premises
arise in relation to these companies
declarations received and the
with retail companies to which
being tenants.
information which Retail Estates NV
a non-executive director is
In addition, Retail Estates NV also lets
possesses, the main shareholders are:
connected.
a considerable number of premises to
With the exception of the above-
There are significant commercial
competitors of Frost Invest NV, New
mentioned shareholders, no other
links with Frost Invest NV (10 stores),
Vanden Borre NV, and FUN NV.
shareholder has declared ownership
New Vanden Borre NV (11 stores)
of more than 3% of the issued shares
and Fun NV (with Mitiska as its main
of Retail Estates NV. According to the
shareholder – 9 stores), in which Mr.
criteria applied by Euronext, Retail
31/03/12
31/03/11
Public
49.67%
50.59%
KBC Group NV
10.33%
11.09%
FPIM (Belfius Insurance)
7.17%
4.99%
Stichting Administratiekantoor ‘Het Torentje’ group and Leasinvest, acting in mutual
consultation
6.85%
5.07%
Axa nv
5.68%
6.10%
Federale Verzekeringen
5.62%
6.03%
Arcopar and related companies
4.99%
5.36%
Christian Polis, Retail Estates NV acting in mutual consultation
4.60%
4.94%
Matexi-group
3.04%
3.12%
Agaes NV
2.05%
2.71%
24
any lock-up commitment concluded
Internal control and risk
management systems in
general
by any of the above-mentioned
Sound internal control and balanced
shareholders with respect to
risk are an inherent part of Retail
Control environment
the totality, or a part, of their
Estates NV's corporate culture and
The control environment, as regards
shareholdings.
are disseminated throughout the
financial reporting, consists of the
The transparency declarations received
organisation by means of:
following components:
are available for consultation on the
- Corporate governance rules and
- The accounting team is responsible
Estates NV has a free float of 100%.
Retail Estates NV is not aware of
company website (www.retailestates.
com, under Investor Relations/
Shareholders/Shareholding structure).
the existence of a Remuneration
Committee;
- The existence of a code of
Internal control and risk
management systems relating
to financial reporting
for preparing and reporting
financial information.
- The controller is responsible for
conduct, dealing in particular
reviewing the financial information
• Internal control and risk
management systems
with such matters as conflicts of
and preparing the consolidated
interest, confidentiality, buying
figures (in consultation with the
In accordance with the Corporate
and selling of shares, prevention of
CFO), and for the feed- back of
Governance rules and the relevant
abuse of company property, and
information to Retail Estates NV’s
legislation, Retail Estates NV has
communication;
operational activities.
developed an internal control and risk
- A detailed human resource policy
- The CFO is responsible for the final
management system.
with rules for recruiting staff,
review of the consolidated financial
Internal control is a process which
periodic performance evaluation
statements and for the correct
aims to provide reasonable guarantees
and the setting of annual goals;
application of the valuation rules,
to ensure that the following objectives
are met:
- Monitoring of procedures and
formalisation of processes.
and reports back on these to the
CEO.
- Effectiveness and improving the
The Board regularly reviews the
functioning of the enterprise;
company's exposure to risks, the
the day-to-day management of
financial impact of these risks, and the
the company, the CEO regularly
actions to be undertaken to monitor
discusses the financial reporting
these potential risks.
with the CFO.
- Reliability and integrity of
information;
- Compliance with policies,
- As part of his responsibility for
procedures, laws and regulations.
- The Board has detailed quarterly
For implementing its internal control
question and discussion sessions
system, Retail Estates NV has taken
with the CEO and CFO, and
the COSO framework (Committee
oversees the proper application of
of Sponsoring Organisations of
the valuation rules. The chairman
the Treadway Commission) as its
of the Board of Directors, the CEO
reference. The components of this
and the CFO discuss in detail the
framework, and their application at
principal strategic, operational and
Retail Estates NV are discussed below.
financial issues on a fortnightly
basis.
Other actors also play a role in the
company’s control environment:
- As a listed company, Retail Estates
NV falls under the supervision of
Retail Estates NV
ANNUAL REPORT 2012
MANAGEMENT REPORT
25
the Financial Services and Markets
Control activities
ensures that the governing body is
Authority (FSMA), which also
Procedures are in effect with respect
provided properly with all necessary
undertakes a specific review of
to the key processes (collecting
information.
the financial information. All
rents, repairs and maintenance,
published financial information
project development, and site
Monitoring
is controlled (in advance or post
supervision, etc.). These procedures
Every quarter, the financial team
facto) by the FSMA.
are evaluated on a regular basis by
draws up the quarterly figures and
the management team.
balance sheets. These quarterly
important role: the entire real
A control software package serves
figures are always extensively analysed
estate portfolio (which makes up
to track all aspects of the real estate
and checked. To limit the risk of errors
97% of total assets) is valued by
business (overview of leases, rent
in financial reporting, the figures are
two internationally recognised,
calls, settlement of costs, payment
discussed with the management, and
independent real estate experts
monitoring, etc.). This package is
their accuracy and completeness are
(Cushman & Wakefield and CBRE),
linked to the accounting package.
verified by analysing rental income,
- The real estate expert plays an
vacancies, technical costs, rental
each one evaluating one part of
Information and communication:
activity, developments regarding the
Every quarter, a financial report
value of the buildings, outstanding
Risk Analysis
is drawn up which contains
debtors, etc. Comparisons with
Regular management and
the analyses of the figures, key
forecasts and budgets are discussed.
operational meetings serve to
performance indicators, the impact
Every quarter, the management
address issues in need of followed
of purchases and sales on budgets,
provides the Board of Directors with a
up, in order to ensure balanced risk
cash flow positions, etc.
comprehensive report on the financial
awareness and management:
Every quarter, an operational report
statements, with a comparison
- The main events of the past
is also drawn up in which the key
of annual figures, budget, and
period and their impact on the
performance indicators relating
explanations for any deviations.
accounting figures;
to the real estate department are
The auditor also reports to the Board
- Recent and planned transactions;
included.
of Directors on the main findings of
- The development of major key
In the first and the third quarter
his audit activities.
the real estate portfolio.
performance indicators; and
- Any operational, legal, and fiscal
risks.
of the year, an intermediary press
release is published. Every six
months, a more comprehensive half-
As a result of these meetings,
yearly financial report is published
the appropriate actions can be
in accordance with IFRS standards,
undertaken and measures can be
with all relevant financial information
adopted in order to implement the
published at the end of the financial
policy of the Sicafi/Bevak. These
year.
actions aim to achieve a balanced
The limited size of the Retail Estates’
risk policy in line with the strategic
team contributes significantly to the
objectives and ‘risk appetite’ of the
smooth flow of information. The
company as ratified by the Board of
considerable involvement of the
Directors.
Board of Directors and its chairman
promotes open communication and
26
5. Management
of the company
of the executive personnel of
no circumstances represent such a
Retail Estates NV, or an affiliated
shareholder;
company, and not having
- not to have, or to have had during
Composition
occupied a similar position during
the preceding year, or to expect
On 31 March 2012, the Board
the 5 years preceding their
to have in the future, a significant
of Directors of Retail Estates NV
appointment;
commercial relationship with
consisted of 10 directors: the
- not to receive, or have received
Real Estates, NV or with a related
chairman, 8 non-executive directors,
in the past, from Retail Estates
enterprise, either directly or as a
and 1 executive director, being the
NV or a related enterprise, any
partner, shareholder, director, or as
managing director. Notwithstanding
remuneration or significant
member of the senior or executive
the provisions of the Code, the
financial benefits other than those
management of an organisation
terms of office of all the directors
associated with their mandates;
related to it in such a way;
were renewed at the 29 June 2009
- not to be a dominant shareholder
Annual Meeting for a new, 6-year
or have a shareholding stake of
been during the past 3 years, a
term, until the general meeting of
more than 10% in Retail Estates
partner or salaried employee of
2015.
NV –either alone or jointly
the present or a former Auditor
Out of the 10 directors, 3
with a company controlled by
of Retail Estates NV or a related
directors (Messrs. Tinant, Ragoen,
the director– or be a director
company;
and Lippens) qualify as being
or member of the managerial
independent, pursuant to Article
personnel of such a shareholder,
the management body of another
526 of the Companies Code. These
or represent it. Directors with
company in which an executive
directors also meet the criteria of
a shareholding stake of less
director of the company holds
independence set out in Annexe
than 10% may not subject the
the function of a (non)-executive
A to the Code. The independent
acts of disposal relating to their
member of the management or
Directors strictly comply with the
shares, or exercise the rights
supervisory body;
following criteria of independence:
pertaining to them, to contractual
- not to be a salaried employee,
- not to be, and not to have
- not to be an executive member of
- not to have other significant links
stipulations or to unilateral
with the executive directors of
manager, Executive Committee
commitments to which they have
Retail Estates NV by virtue of an
member, managing director,
subscribed. Directors may under
involvement in other companies or
executive director or member
bodies;
Retail Estates NV
ANNUAL REPORT 2012
MANAGEMENT REPORT
27
decisions taken are in the interests
Roelandt on behalf of the Belfius
3 terms of office as a (non)-
of the company. The composition of
Group.
executive director within Retail
the Board of Directors is determined
Only Mr. Jan De Nys and Mr. Tinant
Estates NV, with an overall limit of
on the basis of gender diversity
have declared that they hold shares
12 years;
and diversity in general, as well as
in the company for their personal
on the basis of complementarity
account.
managerial employee, a member
of skills, experience, and know-
For a brief overview of the
of the Executive Committee, or a
how. It is of particular importance
composition of the Board of
person who is covered by one of
to have a strong representation of
Directors of Retail Estates NV, the
the situations described above.
directors who are well versed in the
reader is referred to the discussion
It should be noted that, effective
management of retail businesses
of directors' salaries on pages 22-
from 1 June 2012, Mr. Yvan Lippens
in the type of property in which
23. With reference to the law of 28
will cease to meet all the criteria
Retail Estates NV invests and/or have
July 2011, the Board of Directors
contained in article 526 of the
experience in the financial aspects
will strive to ensure a larger
Companies Code, because he will
of the management of a listed
representation of women in the
have served as director of Retail
company, and of a ‘sicafi’/’bevak’
Board of Directors.
Estates NV for more than 12 years.
in particular. Therefore, it is pivotal
Subject to approval by FSMA and
that the members of the Board of
the General Meeting to be held
Directors are complementary in
on 25 June 2012, Mr. Richard Van
terms of knowledge and experience.
Besauw will be appointed as a non-
To enable the Board of Directors to
executive director.
operate efficiently, it is intended that
From the financial year starting on
the number of Board members will
1 April 2013, Mr. Van Besauw will
be restricted to a maximum of 12.
serve as an independent director
A number of reference shareholders
within the meaning of article 526
are represented by Mr. Borghgraef
of the Companies Code, until the
and De Peuter (for the KBC Group),
general meeting of 2015.
Mr. Tinant (Arco group), Mr.
The composition of the Board of
Appelmans (Het Torentje Leasinvest),
Directors intends to ensure that the
Ms. Lambrighs (Axa), and Mr.
- not to have held more than
- not to be a close relative of a
28
Operation of the Board
of Directors
will validly deliberate and resolve on
agenda for the Board of Directors’
the agenda items of the previous
meetings is prepared, and that
The Retail Estates NV’s Board of
meeting, providing that at least two
the directors promptly receive the
Directors determines the company’s
directors are present or represented.
relevant information.
strategy, investments, budgets,
Every resolution of the Board is
The managing director is in charge
disposals and acquisitions, and
passed by an absolute majority
of the executive management of the
funding.
of votes of the directors that are
company. The Board of Directors will
The Board of Directors prepares
present or represented, and, in the
make sure that sufficient powers
the annual and interim financial
event of the abstention of one or
are given to ensure that these
statements and the annual report
more of them, by the majority of
responsibilities and duties are met.
of the sicafi/bevak Retail Estates
the other directors. In the event of
The managing director and the
NV for the General Meeting of
a tied vote, the director chairing
chairman of the Board of Directors
Shareholders. The board also
the meeting has the casting vote.
are jointly designated by the Board
approves merger and split reports.
In exceptional cases, pursuant to
of Directors as being the effective
It , decides on the use of the
Article 521 of the Companies Code,
leaders of the sicafi/bevak on the
authorised capital and convenes
resolutions of the Board of Directors
basis of article 38 of the Law of 20
the ordinary and extraordinary
may be passed by a unanimous
July 2004.
general meetings of shareholders.
written agreement by the directors,
It supervises the accuracy and
whenever the urgency of the matter
Report on the activities
transparency of communications to
and the interest of Retail Estates
Among others, the Board of
shareholders, financial analysts, and
NV so require. This procedure,
Directors took the following
the general public, as communicated
however, may not be applied for
decisions during the financial year:
through prospectuses, annual
the establishment of the annual
- sale of EUR 17.43 million in real
and interim reports and press
financial statements, or the use of
releases. It delegates the day-to-
the authorised capital.
day management to the managing
In addition to its legal mandate,
EUR 25.91 million in real estate
director, who in turn regularly
the Board, bearing in mind the
properties, through purchases or
reports back on the management
company’s interests, also determines
contributions in kind;
and the annual budget, and who
the strategy and outlines the policy
- contribution of five retail
presents a quarterly financial and
lines . More specifically, it takes
operational report.
all the fundamental decisions
The Board of Directors met 4
concerning the investments in and
GL Development NV, Caisse
times during 2011-2012. The
disposals of properties, as well
de Leasing NV, Electimmo NV,
Remuneration Committee met
as those regarding their funding.
Wennel invest NV, Dimmo Invest
twice. The strategy meeting took
Retail Estates NV has no Executive
NV, Asverco NV, Depatri NV,
place on 16 February 2012.
Committee.
Keerdok Invest NV, and Flanders
The Board of Directors may validly
A clear distinction is made between
Retail Invest bvba;
deliberate and pass resolutions
the responsibilities of the managing
only if at least half of its members
director (CEO) and those of the
executive director (Mr. Richard
are present or represented. If
chairman of the Board of Directors.
Van Besauw);
this condition is not met, a new
The chairman leads the Board of
meeting can be convened, which
Directors and ensures that the
estate properties;
- enlargement of the portfolio by
premises to authorised capital;
- merger through absorption of
- nomination of a new non-
- acquisition of control over
Champion Invest NV;
Retail Estates NV
ANNUAL REPORT 2012
MANAGEMENT REPORT
29
appointment of Mr. Richard Van
annual financial statements, and
Besauw will be proposed at the
assessing and monitoring the
In order to constantly improve its
meeting of shareholders, which
independence of the statutory
effectiveness within the Company,
will take place on 25 June 2012,
auditor.
the Board of Directors systematically
subject to approval by the FSMA.
and regularly (at least every 3 years)
The role of the Remuneration and
evaluates its size, composition
Appointments Committee consists
Evaluation of the
performance of directors
and performance and that of its
of supporting the Board of Directors
Under the supervision of its
Committees, and its interaction with
by:
chairman, the Board of Directors
the executive management.
- making recommendations on
regularly evaluates its size,
- financing of the above
acquisitions.
This assessment focuses on:
the composition of the Board of
composition, performance and
- the functioning of the Board of
Directors and its Committees;
relationships with management,
Directors and its Committees;
- assisting in the selection,
shareholders and other stakeholders.
- the effective contribution of each
evaluation and appointment
The purpose of this evaluation is to:
director through their attendance
of members of the Board of
- appraise the functioning of
of the Board of Directors and
Directors;
Committee meetings, and their
contribution to the discussions
and the decision-making.
- assisting in determining the
remuneration of the members of
the Board of Directors;
the Board of Directors and its
committee;
- audit the composition of the
Board of Directors.
Various committees can be
- drawing the remuneration report.
Another matter that is discussed is
established within the Board of
The provisions of the Law of 17
the timely provision of information
Directors for specific matters.
December 2008 (BS/MB 29.12.08)
prior to meetings of the Board of
Currently, Retail Estates NV has
introduced the requirement that
Directors.
only set up a remuneration and
listed companies set up audit
The evaluation itself takes the
appointments committee. The
committees.
form of a written procedure,
majority of its members are
Retail Estates NV, however, fulfils
using a questionnaire that must
independent directors. Mr. Paul
the exemption conditions provided
be answered individually and
Borghgraef is the Chairman of the
for in this law, whereby the tasks
anonymously.
Committee, and all the independent
assigned to the audit committee
directors are members. This
are undertaken by the Board of
Representative powers
committee met twice in 2011-2012,
Directors as a whole. In this respect
In all legal and statutory transactions
namely on 25 November 2011 and
Mr. Tinant, as an independent
concerning the disposal of property,
on 20 January 2012, in order to
director, has the necessary reporting
the Company will be represented
discuss the setting of the budget
and audit skills.
by at least 2 directors acting jointly,
for 2011-2012. During these
The tasks of this audit committee
being in principle the Chairman of
meetings the staff remuneration
consist mainly of monitoring the
the Board, Paul Borghgraef, and the
strategy was discussed and the
financial reporting process, assessing
managing director, Jan De Nys.
recurrent fees paid to external
the appropriateness of the internal
The company may also be legally
providers were inventorized. No
control and risk management
represented by the managing
changes to the Board of Directors
systems, monitoring the internal
director for transactions related
were proposed during the past
audit and the statutory audit of
to an item whose value is lower
financial year. However, the
unconsolidated and consolidated
than either 1% of the consolidated
30
assets of the company, or € 2.5
increase the capital, following the
refraining from participating in
million, taking the lower of the
partial splitting of NV FUN Belgium.
the board vote on this item, even
two (including the conclusion of a
Retail Estates wished to draw the
though this article does not formally
leasing contract with or without a
attention to the fact that one of
apply to this transaction, given that
purchase option, or the creation of
its directors, Mr. Geuten, had an
the decision power in this instance
easements).
indirect financial interest in this
lies with the genaral meeting and
transaction. This is because FUN
not with the Board.
Settlement of conflicts
of interests
Belgium NV is under the control
Pursuant to Article 523 of the
NV, which in turn are under the
Day-to-day management
– executive management
Companies Code, any member of
full control of the family holding
The company is managed by a
the Board of Directors who, whether
of the Geuten family, in which Mr.
team of 14 co-workers, under the
directly or indirectly, has a financial
Geuten is responsible for the daily
leadership of the managing director
interest which conflicts with a
management.
(CEO) Mr. Jan De Nys.
decision or operation involving the
Although the conflict of interest
Board of Directors, may not attend
provision of Article 18 of the Royal
the deliberations of this Board.
Drecree does not apply stricto sensu
Article 18 of the Royal Decree of 7
to Bevaks/Sicafis, as the present
December 2010 is also referred to,
transaction involves a subscription
when one of the persons mentioned
of shares following a decision by
in this Article (director, administrator,
the general meeting, Retail Estates
depository or promoter of the Bevak/
NV confirms that the transaction is
Sicafi, ...) acts as a counterparty in
important for the company, and that
an operation undertaken with the
the transaction in question is within
Bevak/Sicafi or a company under its
the bounds of its investments policy.
control.
In addition, Retail Estates NV
On 27 June 2011, the General
has applied Article 523 of the
Meeting of Shareholders decided to
Companies Act, with Mr. Geuten
of Mr. Coeman and Mitiska Retail
Retail Estates NV
ANNUAL REPORT 2012
MANAGEMENT REPORT
31
Board of Directors
(Non)-executive directors
Committees: -
Managing Director of Mitiska NV
Attendance : (4/-)
Committees: -
1
Chairman
Attendance1: (4/-)
Non-executive directors
Paul Borghgraef (born: 1954):
Yvan Lippens (°1960) :
Chairman of the Board of Directors,
Jean-Louis Appelmans (1953):
a Independent Director, Member of
Member of the Remuneration
director
the Remuneration Committee
Committee
Office address: Leasinvest Real
Office address: Frost Invest NV–
Office address:
Estate Comm.V.A. – Schermersstraat
Baarleveldestraat 8 - 9031 Drongen
Rozenlaan 24 – 2970 Schilde
42 – 2000 Antwerp
End of mandate: general meeting
End of mandate: 2015
2015
Most important other positions:
Whitewood REIM NV
Managing Director of Leasinvest Real
Managing Director of Frost Invest NV
Committees: Chairman of the
Estate Comm.V.A., Leasinvest Immo
(O’Cool)
Remuneration and Appointments
Lux sa
Committees: Member of the
Committee
Committees: -
Attendance : (4/-)
Committee
Attendance : (4/2)
1
1
Attendance1: (3/1)
Executive Director
Hubert De Peuter (°1959) : Director
Office address: KBC Real Estate NV
Victor Ragoen (°1955) : Independent
Jan De Nys (1959): Chief Executive
– Havenlaan 16 – 1080 Brussels
Director, Member of the
Officer (CEO – Managing Director)
Remuneration Committee
Office address: Retail Estates NV –
Office address: New Vanden Borre
Industrielaan 6 – 1740 Ternat
KBC Real Estate NV - Head real estate
NV – Slesbroekstraat 101 – 1600 Sint
investment and securitisation
Pieters Leeuw
Committees: -
Director of Paestum NV/Orelio NV
Attendance1 : (3/-)
(Maes Construction and Property
Managing Director of New Vanden
Group), Chairman of Private Privak
Luc Geuten (°1943) : Director
Borre NV
BEM II (set up under the aegis of the
Office address: Mitiska NV –
Flemish Building Federation).
Pontbeekstraat 2 – 1702 Groot-
Bijgaarden
Committee
Attendance1: (3/2)
1 Attendance in 2011-2012 (Board of
Directors/remuneration committee)
32
Marc Tinant (°1954) : Independent
Director, Member of the
6. Other parties
involved
There were no fees from Deloitte,
relating to studies and assistance,
notably on taxation matters and due
diligence assignments.
Britsierslaan 5 - 1030 Brussels
Certification of the
accounts
An Auditor appointed by the General
Real estate expert
Meeting of Shareholders must:
In accordance with the Belgian Royal
Director and member of Group
- certify the annual accounts and
Decree of 7 December 2010, Retail
Office address: Arcofin – Urbain
Management Committee of Arco,
review the half-yearly accounts, as
Estates NV calls upon experts for
member of the Board of Directors
in any limited liability company;
regular valuations of its assets, each
and the Audit committee of Dexia sa
- prepare special reports at the
time it issues shares, lists securities
request of the Banking, Finance
on the stock market or purchases
and Insurance Commission, given
unlisted shares, and when it buys or
Attendance : (4/2)
that Retail Estates NV, as a ‘bevak’,
sells properties. These valuations are
is a listed company for collective
necessary to determine the inventory
investment.
value and prepare the annual
1
Sophie Lambrighs (°1971) : Director
Office address: Axa Belgium NV-
The Statutory Auditor is Deloitte
accounts. The valuation assignments
Vorstlaan 25- 1170 Brussels
Bedrijfsrevisoren, represented by Mr.
are entrusted to Cushman &
Rik Neckebroeck, certified by the
Wakefield (Kunstlaan 58, box 7,
FSMA, having its registered office at
1000 Brussels), represented by Mr.
Director of Parc d’Alliance, and
1831 Diegem, Berkenlaan 8B. At the
Kris Peetermans and to CB Richard
director of Blauwe Toren.
29 June 2009 Annual Meeting the
Ellis (Avenue Lloyd George 7, 1000
Committees: -
auditor was reappointed for a 3-year
Brussels), represented by Mr. Peter de
Attendance1: (4/-)
period. This reappointment for a term
Groot.
of three years will be proposed to the
During the past financial year, a fee
Guido Roelandt (°1952) : director
General Meeting of Shareholders on
of EUR 0.12 million, incl. VAT, was
Office address: Belfius Insurance
25 June 2012. Deloitte auditors will
payable to Cushman & Wakefield
Belgium NV - Galileelaan 5 - 1210
be represented by Mrs. Kathleen De
for the regular valuations of a part
Brussels
Brabander.
of the properties in the real estate
The Auditor’s fixed remuneration for
portfolio and the initial valuations of
reviewing and certifying Retail Estates
real estate purchases. Fees of EUR
Chairman of the Board of Directors
NV’s statutory and consolidated
0.11million, incl. VAT, were paid
of Belfius Insurance Belgium NV
financial statements were EUR 0.065
to CB Richard Ellis for the regular
Committees: -
million, not including VAT.
valuation of the remainder of the real
Attendance : (3/-)
The remuneration of Deloitte
estate portfolio and initial valuations
Bedrijfsrevisoren, for certifying the
of real estate purchases.
Only Mr. Jan de Nys and Mr. Tinant
statutory accounts of Retail Estates
The property of Immobiliére Distri-
have declared to own company
NV’s subsidiaries, as well as for
Land NV is valued on the basis of a
shares in their personal capacity.
the tasks assigned to the Statutory
joint instruction from Retail Estates
Auditor by law (e.g. reports when
NV and Immobiliére Distri-Land NV,
mergers occur), amounted to EUR
with the results published by the
0.042 million (not including VAT).
latter. The costs are shared 50/50
1
Retail Estates NV
ANNUAL REPORT 2012
MANAGEMENT REPORT
33
between Retail Estates NV and
Immobilière Distri-Land NV.
7. Acquisition
& sale of Retail
Estates NV shares
– insider trading
In accordance with the principles
and values of the Company, Retail
Estates NV has inserted, in its Code of
8. Information based
on Article 34 of
the Royal Decree
of 14 November
2007 concerning
the obligations of
issuers of financial
instruments
authorised to trade
on an official market
Repurchase of shares
The Company does not own any of its
own shares. The extraordinary general
meeting of 27 May 2011 amended the
articles of association as to authorise
the Board of Directors to acquire
shares in Retail Estates NV under a
number of special conditions listed in
the articles of association.
Decision-making bodies
Conduct, a number of rules (Dealing
The rules which govern the
employees wishing to trade in financial
Capital Structure (on 31
March 2012
instruments issued by Retail Estates
The share capital stands at EUR
members of the Board of Directors and
NV.
122,336,290.20 and is divided into
the amendment procedure relating
With respect to the implementation
5,437,074 fully paid-up shares, each
to the articles of association of Retail
of the Belgian Corporate Governance
representing an equal share. There is
Estates NV are set out in the applicable
Code within Retail Estates NV, the
only one category of shares. There is
legislation (especially the Companies
rules of the Code of Conduct have
no legal or statutory limitation of the
Code and the Royal Decree of 7
been reviewed in order to bring them
voting rights or transferability of the
December 2010) and the articles of
in line with the Royal Decree of 5
shares.
association of Retail Estates NV. The
Code) to be followed by directors and
appointment or replacement of
articles of association of Retail Estates
March 2006 relating to insider trading,
the fair presentation of investment
Share option plan
NV do not deviate from the above-
recommendations, and the indication
Retail Estates NV has no share option
mentioned legal provisions.
of conflicts of interest.
plan.
Contractual provisions
Authorised capital
The conditions under which the
The extraordinary general meeting
financial institutions have provided
of 27 May 2011 expressly authorised
Retail Estates NV with financing
the Board of Directors to increase
require the retention of a real estate
the share capital, in one or more
investment trust status (sicafi/bevak).
instalments, up to a maximum
The general conditions under which
amount of EUR 113,889,542.70
this financing was granted give banks
on the dates and according to the
the option to demand early repayment
procedures to be defined by the
in the event of change of control.
Board of Directors, in accordance with
In addition, a covenant has been
Article 603 of the Companies Code.
written into the credit agreements
This authorisation was granted for a
with a number of financial institutions,
period of 5 years from the publication
whereby Retail Estates NV commits
of this decision, i.e. until 10 June
itself to maintain a maximum level of
2011.
debt of 60% (lower than the legal
ceiling of 65%).
34
Retail Estates NV Articles
of Association
0.69 million of deferred charges and
bevak classifies the interest swaps
accrued income.
as cash flow hedging, on the basis
Retail Estate NV’s Articles of
The shareholders' equity amounts
that the hedges are effective, i.e.
Association are on page 123. They
to EUR 241.34 million. The company
that the amounts and the maturity
were last revised at the Extraordinary
capital of EUR 122.34 million is up
match those of the underlying loan
General Meeting of 30 March 2012.
by EUR 8.45 million compared to last
agreements. Cash flow accounting
year, as a result of the various capital
is therefore applied to these swaps,
increases mentioned above. After
based on which the valuation changes
deducting the costs of the capital
in these swaps are recognised directly
increases, the capital is carried in
in equity and are not taken through
the accounts at EUR 121.17 million.
the income statement. The negative
375.411 new shares were created. For
value of these instruments is due to
the same reasons, the share premiums
the sharp fall in short-term interest
Balance sheet
have increased from EUR 33.42
rates which has continued since the
Investment properties (including
million to EUR 43.27 million. The
end of 2008 under the impetus of the
project developments) have increased
company’s reserves total EUR 49.53
US and European central banks. The
from EUR 505.59 million to EUR
million and consist of unrealised gains
net profit for the fiscal year is EUR
537.47 million. This is primarily
due to valuation of the real estate
27.36 million, comprising EUR 18.01
explained by the extension of the
portfolio at fair value ( EUR 71.05
million in net current profit, and EUR
portfolio by EUR 43.91 million and
million), the result carried forward
9.35 million in profit on the portfolio.
the sales of properties worth EUR
from previous fiscal years (EUR 14.41
6.41 million. Assets held for sale
million), available reserves (EUR 4.03
Non-current liabilities amount to
have risen from EUR 10.78 million to
million), legal reserves (EUR 0.37
EUR 285.56 million, including EUR
EUR 13.16 million. Recorded under
million), minus the fair value impact
257.42 million in non-current financial
assets held for sale at the end of each
of estimated transaction duties and
debts with an average term of 3.8
quarter are those assets for which
fees on the hypothetical disposal of
years. The remaining non-current
a sales agreement has been signed
real estate investments (EUR 14.14
liabilities relate to the long term
but the final deed of sale has not yet
million) and variances in the fair value
financial instruments and deferred
been enacted. In the financial year
of financial assets and liabilities (EUR
taxes.
2011-2012, assets were added to the
26.19 million).
Current liabilities amount to EUR
assets held for sale in the amount of
The group uses financial derivatives
28.05 million, of which EUR 9.69
EUR 13.39 million, while assets in the
(interest rate swaps) to hedge
million in trade payables and other
amount of EUR 11.01 million were
against interest rate risks deriving
current debts. These include trade
sold.
from operational, financial and
debts of EUR 1.56 million, and an
Current assets amount to EUR 17.01
investment activities. Financial
estimated amount of EUR 5.58 million
million, consisting of EUR 13.16
derivatives are initially recognised as
in exit tax, and EUR 2.11 in invoices
million of assets held for sale, EUR
costs and are revalued to fair value
still to be received. Current financial
0.50 million of trade receivables, EUR
at subsequent reporting dates. The
debts amount to EUR 16.21 million.
1.21 million of tax receivables and
negative valuation of the financial
other current assets, EUR 1.45 million
instruments has no impact on the net
On 31 March 2012, the average
of cash and cash equivalents, and EUR
result of Retail Estates NV. The sicafi/
interest rate was 4.83%.
9. Comments on
the consolidated
financial statements
for the financial
year 2011-2012
Retail Estates NV
ANNUAL REPORT 2012
MANAGEMENT REPORT
35
Income statement
further details, we refer to the section
Prospects for 2012-2013
Net rental income has risen by
“Divestments” in this chapter.
In the absence of a major change in
EUR 1.63 million. This can primarily
The positive variation in the fair
the general economic situation, Retail
be explained by the acquisition of
value of real estate investments
Estates NV will continue its growth
additional properties during the 2011-
amounts to EUR 9.40 million, mainly
strategy and expand its portfolio.
2012 financial year (EUR 0.96 million)
due to indexation, renovation work
This assumes that its capital will grow
and the acquisition of properties in
and the tightening of yields in a
accordingly.
the previous financial year, which, for
number of top locations.
Barring a sudden and accelerated
the first time, generated a full year’s
The financial result is EUR 12.98
fall in consumer expenditure,
rental income ( EUR 0.39 million).
million compared to EUR 12.62
which would negatively impact the
The sale of properties produced a
million the year before. Interest costs
profitability of our lessees, and given
EUR 0.38 million fall in rental income.
are higher than the year before,
a limited but positive evolution in
Indexing (EUR -0.4 million) also had
owing to additional loans taken up to
rental prices via indexation and rent
an impact.
finance the further expansion of the
revisions, it is expected that Retail
Property charges amount to EUR
portfolio.
Estates NV, in the financial year
2.16 million, and have decreased by
The net current result (i.e. the net
2012-2013, will be able to achieve
EUR 0.04 million, mainly due to a EUR
result, without the property portfolio
a net current result per share which
0.026 million increase in technical
result) is EUR 18.01 million, compared
is comparable with the net current
costs, a EUR 0.12 million decrease in
to EUR 16.29 million last year.
result per share achieved in the
property management costs, and a
financial year 2011-2012. The low
EUR 0.04 million increase in the costs
pay-out ratio makes it possible, also
for and taxes on unrented buildings.
under these circumstances, to make
The technical costs pertain to the
the dividend grow at least in line with
maintenance of roofs and parking
the inflation rate. Retail Estates NV
lots, and have risen following the
is aiming to ensure a gross dividend
extension of the portfolio.
of EUR 2.90 for the financial year
Corporate operating costs amount
2012-2013. This would be 3.57%
to EUR 2.19 million, an increase of
higher than the proposed dividend
EUR 0. 13 million compared to the
for 2011-2012.
previous year, mainly due to higher
operating costs with the increased
deal flow.
The result of the disposal of
investment properties amounts to
EUR 0.05 million. This limited loss is
the result of the sale of properties
for EUR 17.43 million (fair value). For
36
Data in accordance with EPRA reference system 1
EPRA Key Performance Indicators
Définition
€/1000
€ par action
EPRA Earnings
Current result from adjusted core operational activities
18,014
3.39
EPRA NAV
Net Asset Value (NAV) adjusted to take account of the fair value of the
property investments and excluding certain elements not expected to
crystallise in a long-term investment property business model.
267,523
49.20
EPRA NNNAV
EPRA NAV adapted to take account of the fair value of (i) the financial
instruments, (ii) debts and (iii) deferred taxes.
241,336
44.39
EPRA Net Initial Yield
(NIY)
Annualised gross rental incomes based on current rents ('passing rents')
at balance sheet closing dates, excluding property costs, divided by the
market value of the portfolio, plus estimated transfer taxes.
EPRA Vacancy
Estimated market rental value (ERV) of vacant surfaces divided by the
ERV of the portfolio as a whole
7%
1.11%
1These data are not compulsory to the Sicafi regulation and are not subject to verification by public authorities. The auditor verified whether
the “EPRA Earning”, “EPRA NAV” and “EPRA NNNAV” ratios are calculated according to the definitions included in the “EPRA Best Practices
Recommendations” 2011 and whether the financial data used in the calculation of these ratios comply with accounting data included in the
audited consolidated financial statements.
Appropriation of the profit
The Board of Directors proposes to allocate the profit for the year, as shown in the statutory financial statements, as follows:
EPRA Earnings (€ ‘000)
IFRS Net Result (attributable to the shareholders of the parent company)
27,360
Adjustments to calculate EPRA Earnings
Excluding:
I Variations in the fair value of investment properties (IAS 40)
9,396
II Result on disposal of investment properties
-50.0
VI Variations in the fair value of financial instruments (IAS 39)
-
X Adaptations to minority interests
-
EPRA Earnings (attributable to the shareholders of the parent company (€ ‘000)
18,014
EPRA Earnings (€/share) (attribuable to the shareholders of the parent company)
3.39
EPRA Net Asset Value
Net Asset Value (attributable to the shareholders of the parent company) according to the financial
statements
Net Assets Value (€/share) (attributable to the shareholders of the parent company)
241,336
44.39
Effect of exercise of options, convertibles and other equity interests
Diluted net asset value after effect of exercise of options, convertibles and other equity interests
241,336
Excluding:
I Fair value of the financial instruments
-26,187
EPRA NAV (attributable to the shareholders of the parent company)
267,523
EPRA NAV (€/share) (attributable to the shareholders of the parent company)
49.20
Retail Estates NV
ANNUAL REPORT 2012
MANAGEMENT REPORT
37
EPRA Triple Net Asset Value (attributable to the shareholders of the
parent company) (€ ‘000)
EPRA NAV (attributable to the shareholders of the parent company)
267,523
Including
I Fair value of the financial instruments
-26,187
EPRA Triple Net Asset Value (group share)
241,336
EPRA NNNAV (€/share) (group share)
44.39
EPRA Net Initial Yield
Investment properties (excluding assets held for sale) fair value
537,472
Transfer taxes
13,817
Investment properties - investment value
551,289
Project developments
-23,759
Gross up completed property portfolio valuation
527,530
Annualised gross rental income
37,529
Property costs
-722
Annualised net rental income
36,807
EPRA Net Initial Yield (NIY)
7%
EPRA vacancy rate
Estimated rental value of vacant surfaces
417
Estimated rental value of total portfolio
37,529
EPRA vacancy rate
1.11%
Evolution of EPRA Like-for-like rental income
2011/2012
Rental income
Gross rental incomes
at constant scope
Acquisitions
Disposals
35,483
951
-672
Prior period
adjustments
Gross rental
income
35,762
2010/2011
Rental income
38
Gross rental incomes
at constant scope
Acquisitions
Disposals
Prior period
adjustments
Gross rental
income
29,738
2,356
-374
2,540
34,260
The Board of Directors of the
shares in the result of the financial
distribution, in the capital of the
corporation "Retail Estates NV"
year 2011-2012). On 23 May 2012,
Company, against the issuance
(subsequently also "Retail Estates"
the Board of Directors of Retail
of new shares (in addition to the
or the "Company") will propose at
Estates NV, under the suspensive
option of receiving the dividend in
the Company’s general meeting, to
condition of: (i) the decision to
cash, and the option of choosing a
be held on 25 June 2012, a gross
distribute the aforementioned
combination of both of the previous
dividend for the financial year 2011-
dividend by the annual meeting of
options). For more information,
2012 (which began on 1 April 2011
the Company and (ii) the approval
please be referred to the information
and ended on 31 March 2012) in
of the FSMA, decided in this context
memo regarding the optional stock
the amount of EUR 2.80 (or EUR
to offer the shareholders of Retail
dividend, available on our website
2,212 net, i.e. the net dividend per
Estates, by way of optional stock
www.retailestates.com.
share after the deduction of 21%
dividend, the opportunity to include
in withholding tax) per share (which
their claim, which arises from the
EUR
Result of the year
Transfer of result on portfolio and participating interests to available reserves (portfolio result)
27,737,000
-10,656,000
Profit to be appropriated for the financial year:
17,081,000
Profit carried forward from the previous financial year (IFrs):
13,285,000
Increase in profit carried forward due to fusion by absorption of:
Payment of dividend on 31 March 2012
Result to be carried forward
1,461,000
-15,701,000
16,126,000
Miscellaneous items
• Research and
development
The company has not undertaken
any activities or incurred any
expenditure in the area of research
and development.
• Branch offices
The company has no branch offices.
Retail Estates NV
ANNUAL REPORT 2012
MANAGEMENT REPORT
39
Stability
Retail Estates NV offers its investors
a stable dividend policy with an
annually growing dividend
Growth of the proposed dividend
40
3.7%
Retail Estates NV
ANNUAL REPORT 2012
RETAIL ESTATES NV ON THE STOCK EXCHANGE
41
RETAIL ESTATES
NV ON THE STOCK
EXCHANGE
1/04/11
1/04/10
1/04/09
31/03/12
31/03/11
31/03/10
Highest share price
52.50
49.59
43.70
Opening price at 1 april
49.05
42.45
30.10
Closing price at 31 march
49.21
49.36
42.15
Average share price
49.29
44.79
38.84
Net asset value IFRS
44.39
45.36
41.07
Net asset value (after dividend) IFRS
Premiums NAV after dividend relative to closing price
Gross dividend
Net dividend
Dividend yield
Return
Pay-out ratio
Number of shares
Market capitalisation (EUR million)
Free float percentage
Average daily volume
Annual volume
42
41.59
42.66
38.45
18.32%
15.71%
9.62%
2.80
2.70
2.62
2.212
2.30
2.23
5.69%
5.47%
6.22%
11.31%
11.64%
8.05%
83.78%
80.57%
84.89%
5,437,074
5,061,663
4,639,127
265,51
249,84
195,54
100%
100%
100%
1,637
1,856
1,688
420,880
479,859
430,406
1. Performance
plans to reform and harmonise
As of 31 March 2012, the market
its price list and promote the
capitalization of Retail Estates NV
Stock market
capitalisation
recognisability and liquidity of small
amounts to EUR 265.51 million.
and medium-sized enterprises.
Based on Euronext’s criteria,
Retail Estates NV is listed on the
Retail Estates NV is included in the
Retail Estates NV has a free float
Euronext continuous market.
BelMid index and the Vlam-21 index.
percentage of 100%.
Relevant benchmarks for mid-caps
The BelMid index currently comprises
and small-caps were launched on
28 companies, and the Vlam-21
1 March 2005 as part of Euronext’s
index 21 companies.
Market capitalisation (EUR millions)
280
260
240
220
200
180
160
140
120
100
80
60
40
20
31/03/98 31/03/99 31/03/00 31/03/01 31/03/02 31/03/03 31/03/04 31/03/05 31/03/06 31/03/07 31/03/08 1/03/09 31/03/10 31/03/11 31/03/12
Retail Estates NV
ANNUAL REPORT 2012
43
Retail Estates NV - Bel 20
160
Retail Estates NV
140
120
100
80
Bel 20
60
40
20
31/03/98 31/03/99 31/03/00 31/03/01 31/03/02 31/03/03 31/03/04 31/03/05 31/03/06 31/03/07 31/03/08 31/03/09 31/03/10 31/03/11 31/03/12
Stock exchange price
this period by +53.88%, compared
EUR 15.11 million.
In the first half of the financial year,
to a decrease of the BEL 20 by
This is equal to a gross dividend of
the share price rose to EUR 52.5, its
23.87%.
EUR 2.80, for shares which have
highest price ever. Ultimately, the
been eligible for a dividend from 1
share price closed at EUR 49.21 at
Dividend
April 2011 (5,395,408 shares).
the end of the financial year.
The proposal which the Board of
It represents a 3.70% increase
The annual average price was EUR
Directors put forth at the General
compared to the dividend received
49.29. The graph above shows the
Meeting, regarding the appropriation
for the financial year that ended
stock performance of the Retail
of the results of the financial year
on 31 March 2011. Dividends are
Estates-share relative to the BEL 20
that ended on 31 March 2012,
payable from 27 July 2012.
since the last listing. The share value
consists of paying out a gross
of Retail Estates NV increased over
dividend (before advanced tax) of
44
Retail Estates NV - EPRA Belgium REIT Index
150
125
Retail Estates NV
100
EPRA Belgium
REIT Index
75
50
25
0
31/03/98 31/03/99 31/03/00 31/03/01 31/03/02 31/03/03 31/03/04 31/03/05 31/03/06 31/03/07 31/03/08 31/03/09 31/03/10 31/03/11 31/03/12
Premiums and discounts
instruments used to hedge interest
variances in the value of the real
The intrinsic value of the share in
rate risks on loans with variable
estate investments and the result
the past year, with real estate valued
interest rates by fixed interest rates,
achieved in the financial year.
at 'fair value', decreased from EUR
and the result of the financial
45.36 on 31 March 2011, to EUR
year. The net asset value (i.e. real
44.39 on 31 March 2012 (including
value including the dividend, but
Real estate investment
company
the dividend).
excluding the value of the financial
Risk profiles and returns within a
The lower net asset value is entirely
instruments) is EUR 49.20, compared
certain category of investments can
attributable to the higher negative
to EUR 47.16 in the previous year.
differ significantly, depending on the
variance in the value of the financial
This increase is due to the positive
focus, the nature of activities, and
Retail Estates NV
ANNUAL REPORT 2012
45
the specific features of the company
estate investment companies with
rate for linear bonds was 3.44% on
that issued the shares.
comparable occupancy rates and
31 March 2012.
The higher the risk, the higher the
value growth in their real estate.
return required by an investor.
Over the past financial year, the
Some important factors, which play
price of the Retail Estates NV share
an instrumental role in determining
has increased by 0.33%. The EPRA
the performance of real estate
Belgian REIT index decreased by
Legal context
investment companies, are both the
12.05%.
The Act of 14 December 2005
2. Dematerialisation
of bearer shares
(Belgian Official Gazette 23.12.056),
type and location of properties, the
kind of tenants, the non-occupancy
Linear bonds
abolishing bearer securities, prohibits
rate, the level of interest rates, and
Some investors regard real estate as
the issue of new bearer shares with
the general stock market climate.
a bridge between an investment in
effect from 1 January 2008.
Since its listing on the stock
shares on the one hand, and a bond
Since then, any bearer shares in a
exchange, the performance of Retail
investment or a treasury note on the
securities account have automatically
Estates NV has consistently been
other. The dividend return of Retail
been converted to dematerialised
on a par with market norms, in line
Estates NV over the past financial
securities.
with the management’s expectations
year (with a gross dividend of EUR
Following the implementation of
at the start of the financial year,
2.80) was 5.68%, relative to the
this Act, newly-issued shares of
and commensurate with the
closing price of the share (including
Retail Estates NV cannot be delivered
performance of other Belgian real
the dividend). The ten-year interest
physically.
46
3. Liquidity provider
that have not been converted
Measures for
implementing changes
to legislation
automatically under the above
In the light of these major
2003, promoting the marketability of
provisions may request their
changes Retail Estates concluded
shares.
conversion to dematerialised
a membership agreement, on 23
The 12-month fee for the past fiscal
securities or registered securities.
February 2007, with Euroclear
year was EUR 0.05 million, not
After this period, any unconverted
Belgium, with its registered office
including VAT.
shares will automatically be
at Schiphollaan 6, 1140 Brussels,
converted to dematerialised securities
designating it as a clearing
4. Financial calendar
and deposited by two directors in a
institution. This clearing institution
The Annual Meeting of Shareholders
securities account.
was entrusted with keeping the
and the publication of the 2011-
From 1 January 2015, any securities
entire volume of bearer securities
2012 annual results will take place
with unknown beneficiary owners
issued by Retail Estates NV.
at the offices of Retail Estates NV at
Until 31 December 2013, at the
latest, holders of bearer securities
KBC Securities has been acting as
a/the market maker since 1 April
will be offered for sale under Section
Industrielaan 6, Ternat, Belgium, on
11 of the Act.
Monday 25 June 2012 at 3.00 p.m.
Dividend payable
Half year results financial year 2012-2013
Annual results financial year 2012-2013
27 July 2012
30 November 2012
24 May 2013
Retail Estates NV
ANNUAL REPORT 2012
47
48
DIVERSITY
The real estate portfolio of Retail
Estates NV consists of 451 retail
properties located outside the largest
cities of Belgium and The Grand
Duchy of Luxembourg
451
Retail
properties
Retail Estates nv
ANNUAL REPORT 2012
REAL ESTATE REPORT
49
REAL ESTATE REPORT
1. Out-of-town retail
property market
in smaller ones, with returns on
out-of-town retail sector since the
high-end prime market locations
end of 2008. In contrast, there has
Virtually unbridled growth appeared
between 6 and 7%. Ten years ago,
been a marked slump in the other
to be possible in the 1980s and
the highest rents amounted to
real estate markets.
early 1990s. Tighter legislation
EUR 75 per square metre per year,
The best barometer is the rate of
put an end to this proliferation
and returns were between 9 and
unoccupied properties, which has
midway through the 1990s,
10%. Between 2006 and 2008,
now for several years been below
though. Numerous 'opportunity
the returns even plummeted to
2% in the portfolio of Retail Estates
seekers' have since disappeared on
between 6 and 6.5%.
NV. Tenants of out-of-town retail
account of the growing complexity
The trend of rising rents came to
properties are fiercely loyal to their
of the market. The supply of new
a halt in 2009, with the exception
sales outlets. This is due to the
properties has decreased markedly,
of properties at high-end prime
quality of the location on the one
but demand has remained stable.
locations.
hand, and the granting of socio-
This has resulted in rising rents
These two factors – i.e. the increase
economic permits on the other. The
and falling returns. The out-
in the average rent and the
permits are issued for buildings, not
of-town retail property market
decrease in the average return –
to tenants. Moreover, this kind of
has established its own position
have reinforced the growth in value
properties are rented out while they
alongside city centre retail premises,
of properties at prime locations
are still in the carcass stage (i.e. the
offices, and semi-industrial real
over the past ten years. Today, the
shell of the building) and tenants
estate.
Belgian out-of-town retail market
invest significant amounts in
For prime locations, tenants are
is characterised by considerable
furnishing the shops, which makes
currently paying annual rents of
stability among long-term investors
them even less inclined to relocate.
more than EUR 135 per square
and tenants.
Most tenants are chain stores that
metre in major conurbations,
The difficult economic climate has
have, in recent years, acquired the
and EUR 100 per square metre
stabilised rents and returns in the
best sites, often at the expense of
50
local SMEs, which, historically, have
peripheral motorways or near
shareholders.
always dominated these locations.
residential districts on the outskirts
It is labour-intensive to select
In this sense, the development
of larger conurbations and they
suitable opportunities and plan and
that has occurred is similar to what
often form clusters which seek
manage these alterations. They
has happened in high streets. On
proximity to each other.
require the necessary expertise, but
the investment side, the attractive
The contemporary vision of urban
are rewarded with a higher return
ratio of supply and demand has
and spatial planning embraces
on rents.
resulted in an increased presence
greater cohesion and clarity.
of institutional investors. Ten
Increasingly, certain zones are
institutional investors are now
explicitly being earmarked as
highly active in this segment.
areas for large retail outlets.
Generally speaking, Belgium has
These areas have space for further
very few integrated retail parks,
establishments. We cannot exclude
comparable with those found close
the possibility that many new
to every conurbation in countries
developments may also be of a
like the United Kingdom and
mixed nature.
France. Retail parks in Belgium tend
Retail Estates NV believes that the
to be small, and are mostly situated
designation of existing buildings for
in the French-speaking part of the
new purposes and the elimination
country (Wallonia). The number of
of city eyesores constitute a major
foreign institutional investors has
opportunity. Transforming garages,
decreased over the past year.
large furniture stores, and industrial
A majority of these properties
buildings into shops may bring
are located adjacent to major
significant added value to our
Retail Estates nv
ANNUAL REPORT 2012
REAL ESTATE REPORT
51
2. Real estate
portfolio
we have established a significant
value of our real estate portfolio
portfolio which, on 31 March 2012,
has increased by 5.81%. This is the
consisted of 451 retail properties,
result of acquisitions, as well as the
Investment strategy
and profile
covering a total built-up retail area
delivery of several properties under
of 428,548 m². Their fair value totals
our own development.
Since 1998, Retail Estates NV has
EUR 537.47 million. The investment
The occupancy rate is 98.19%.
been investing in retail properties
value of the real estate portfolio is
located out of town, alongside
EUR 551.29 million.
roads. Over a period of 14 years,
Compared to 31 March 2011, the
Area m 2
Growth portfolio Retail Estates NV between 1998 and 2012
Fair value (EUR million)
550.000
600
500.000
450.000
500
400.000
400
350.000
300.000
300
250.000
200.000
200
150.000
100.000
100
50.000
0
0
98
99
00
01
02
03
04
05
06
07
08
09
10
11
12
Until 31 march 2003: investment value from 1 april 2004: fair value
(valuation according to IFRS inclusive assets held for sale)
• Types of building
Definitions
Out-of-town retail premises are
along the same traffic axis and,
integrated commercial complex. All
individual retail premises adjacent
from the consumer's point of view,
properties use a central car park with
to the public highway. Every outlet
they form a self-contained whole,
a shared entrance and exit road. This
has its own car park and entrance
although they do not possess a
enables consumers to go to several
and exit roads, connecting it to
joint infrastructure other than the
shops without having to move their
the public highway, and making it
traffic axis. This is the most typical
cars. A location of this kind will
easily recognisable. In the immediate
concentration of out-of-town retail
typically have at least five properties.
vicinity, there are, in principle, no
properties in Belgium.
Individual retail properties are
retail premises of the same kind.
Retail parks are made up of retail
built in, or on the edge of, residential
Retail clusters are a collection of
premises that, in conjunction
districts. Given their location and
out-of-town retail premises located
with other shops, form part of an
parking facilities, they are particularly
52
suitable to serve as food shops.
distributed across the two regions.
decreased to 21.83% (compared to
Other real estate consists mainly
Now, Retail Estates NV also has five
24.26% last year).
of offices, residential dwellings,
retail premises in the Brussels region,
The ‘Other’ category mainly includes
hospitality establishments, and a
and another three in the Grand
apartments, SME premises and
logistics complex at Erembodegem.
Duchy of Luxembourg.
hospitality establishments. Retail
The Erembodegem site was leased
Estates NV only invests in properties
0.48
in its totality to Brantano NV under a
used for the aforementioned
27-year lease agreement that cannot
be cancelled before 31 December
purposes if they are already
36.54
embedded in a retail property or are
2018.
part of a real estate portfolio that
Retail premises under
can only be acquired as a whole.
development are premises that
62.98
12.43
form part of a new-build project.
0.96
Flanders
Walloon
Other
19.94
• Commercial
activities of tenants
5.96
Retailers selling footwear and
clothing (31.49%, compared to
73.14
32.97% last year) and retailers
selling food, electrical products and
Suburban
Center city
Retail cluster
and retail parks
Other
7.35 0.47
0.57
21.83
12.40
1.81
11.65
31.49
Electrical goods
Fitness
Restaurant-bar
Interior/decoration
Clothing/foot wear
Toy retailers
Vacancy
Miscellaneous
Food
toys, account for more than 60%
categories provide a stable basis,
• Tenants: chain
stores versus others
because they are the least sensitive
Since its establishment, Retail Estates
to economic fluctuations. Moreover,
NV has focused on mainly letting out
• Geographical spread
the socio-economic permits for
its properties to chain stores and/or
At the time of the establishment of
these activities are the most difficult
franchise issuers.
Retail Estates NV, more than 70%
to obtain. This is conducive to
For the purposes of this analysis,
of its retail premises were located
an increase in the value of the
we have defined a chain store as a
in Wallonia. This reflected the far
properties and a stronger loyalty to
large retail company with at least five
greater supply of out-of-town real
the location.
sales outlets and central accounting.
estate available in this part of the
In the home furnishing sector, which
Already in 1998, the company was
country.
has the biggest margins, there is
letting out 82% of its properties to
Since then, the ratio has changed,
scope for significant rent increases
chain stores of this kind. Today, that
with 62.98% of the portfolio located
in favourable economic times.
figure is 89.46%. These tenants are
in the Flemish region, compared
However, this sector is hit hardest
less sensitive than local independent
to 36.54% in the Walloon region.
when consumer confidence wanes.
SMEs to changing conditions in the
These figures are more in line with
The share of this segment in the real
local market. A temporary local fall in
the way in which the population is
estate portfolio of Retail Estates NV
turnover caused by road works, for
of the leased surface area. Both
Retail Estates nv
ANNUAL REPORT 2012
REAL ESTATE REPORT
53
example, will not cause any liquidity
• Rents per square metre
problems capable of jeopardising
The differences in rents are not
the payment of rent for chain stores.
only due to the characteristics of
As most chain stores are organised
the location, but are often also
nationally, and often internationally,
attributable to the term of the lease
they can rely on a strong professional
agreements, which, in the best-
organisation and a marketing unit
case scenario, can be reviewed only
that can promote the attractiveness
once every nine years, or otherwise
of every individual outlet.
not until 18 or 27 years later.
They also make significant marketing
The demand for long-term lease
efforts which can be advantageous
agreements can be explained by the
to,the real estate location.
significant amounts that tenants
1.81
1.57
7.16
89.46
Chain stores
Franchise issues
Vacancy
SME
28.31
19.76
17.25
25.81
Less than 50.00 EUR
Between 50.00 and 75.00 EUR
More than 100.00 EUR
invest in furnishing the premises,
• Top 20 tenants
and also by the advantages that
The top 20 tenants of Retail Estates
long-term contracts offer investors,
NV represent 62.54% of the gross
because the tenant is bound by
rent income, and 59.05% of the
the rent and will not be keen to
total surface area of the properties in
renegotiate the rent for fear of
the real estate portfolio. In absolute
putting the outlet at risk.
figures, Brantano NV represents
The average contractual rent per
12.64% of the rent collection.
square metre is EUR 86.85 per
Brantano NV is followed by Piocheur
annum. Compared to 1998 (EUR
NV and its associated companies:
61.15 per square metre), this
Blokker group (5.82%), FUN
represents an increase of 42%. This
(5.47%), Carpetland (4.34%), and
increase is partly due to inflation
Krëfel (3.87%).
and partly due to the increase in the
number of recently established retail
premises,which, due to the higher
market prices, are typically rented out
at higher prices than the average of
the existing real estate portfolio.
54
8.87
• Summary of key figures
RETAIL ESTATES
Estimated fair value
Yield %
DISTRILAND
31/03/12
31/03/11
31/03/10
31/03/12
519,759,539
500,641,618
435,242,682
17,712,638
6.99%
6.99%
7.13%
7.25%
Contractal rents
35,838,296
33,916,318
31,036,331
1,316,278
Contractal rents inclusive value
of vacant property
36,279,318
34,067,945
31,232,358
1,316,278
412,628
400,157
379,565
15,290
Number of premises
Total m² premises in portfolio
451
431
382
13
Occupancy rate in%
98.19%
98.15%
98.16%
100.00%
55,000
8,000
2,500
-
Total retail premises under
development (m²)
• Important note
built before 1989 and are similar to
portfolio of Retail Estates NV
• Real estate portfolio
of Immobilière
Distri-Land NV
consisted of properties owned by
On 31 March 2012, the real estate
As more than half of the retail
Retail Estates NV and its subsidiaries.
portfolio of Immobilière Distri-
properties are goverend by lease
Land NV consisted of 13 retail
agreements that were signed in
properties that have been rented out
1989, and which run until 2016,
completely.
the rents of the properties are, for
All of these retail properties were
historical reasons, lower than those
On 31 March 2012, the real estate
those owned by Retail Estates NV in
terms of location and rent.
of Retail Estates NV.
Retail Estates nv
ANNUAL REPORT 2012
REAL ESTATE REPORT
55
PROVINCE
NUMBER CLUSTER
Antwerpen
1
2
3
4
56
Antwerpen
Noord
Antwerpen
Zuid
Lier
Mechelen
Noord
ADDRESS
GROSS
AREA (M²)
Bredabaan 964-968
2170 Merksem
5.546
Bredabaan 1205-1215
2900 Schoten
9.027
Antwerpsesteenweg 65
2630 Aartselaar
Boomsesteenweg 62-68/86
2630 Aartselaar
1.980
Boomsesteenweg 649-652
2610 Wilrijk
5.280
Boomsesteenweg 941-945
2610 Wilrijk
8.515
Donk 54/1-54/4
2500 Lier
2.930
Antwerpsesteenweg 308/366
2500 Lier
5.363
Oscar Van Kesbeecklaan 7
2800 Mechelen
Electriciteitsstraat 39
2800 Mechelen
Guido Gezellelaan 6-20
2800 Mechelen
2.098
Liersesteenweg 432
1.998
8.265
1.000
8.449
tenants
REDSTORES BVBA
FUN BELGIUM NV
KREFEL NV
JBC NV
HET BROEKENPALEIS NV
MEDINA NV
BABY 2000 BVBA
TORFS NV
KERAVISIE NV
BABY 2000 BVBA
SC RETAIL NV
BMS NV
FUN BELGIUM NV
DISTRI AARTSELAAR-TIELT-WINGE
GIFI BELGIUM SA
RUFFIN FRANKY
INTERBEDDING BELGIUM BVBA
KREFEL NV
HANDELSMAATSCHAPPIJ PAUL
LAMBRECHTS NV
CARPETLAND NV
HILTI BELGIUM NV
EDENWOOD NV
MOBISTAR NV
FAES CASES BVBA
PRO-DUO NV
CODIT BVBA
SELFNET BVBA
D-OUTLET BVBA
KEUKENONTWERPERS NV
RIVERWAVE BVBA
SCHRAUWEN BVBA
D&D INTERIEUR NV
NEW VANDEN BORRE NV
ANISERCO NV
HEYTENS
BRANTANO NV
FUN BELGIUM NV
KREFEL NV
EASY SLEEP
BELGACOM MOBILE NV
MAXI ZOO BELGIUM BVBA
PRIMO STADION NV
BRANTANO NV
DEVRESSE SA
PRO-DUO NV
LEEN BAKKER BELGIE NV
DANS- EN EXPRESSIE VZW
VEDEA 1885 - DE KROON NV
NEW VANDEN BORRE NV
PIOCHEUR NV
FUN BELGIUM NV
PROVINCE
NUMBER CLUSTER
ADDRESS
GROSS
AREA (M²)
5
Mechelen
Zuid
2800 Mechelen
Brusselsesteenweg 437-441
2800 Mechelen
Brussels
Gewest
6
Sint-JansMolenbeek
Ninoofsesteenweg 245/281/283
1080 Sint-Jans-Molenbeek
3.249
Henegouwen
7
Ath
Chaussée de Bruxelles
7800 Ath
5.331
8
Quaregnon
route de Mons 107
7390 Quaregnon
2.714
9
Tournai
rue des Roselières 10/14
7503 Froyennes
Rue de Maire 13a/18 E/13 c/13 D
7503 Froyennes
2.486
Hasseltweg
3600 Genk
6.500
Limburg
Luik
10
11
Genk
Blegny Barchon
Wilde Kastanjelaan 3
3600 Genk
Rue Champs de Tignée 2-34
4671 Barchon
7.410
2.859
913
11.871
tenants
NEW VANDEN BORRE NV
REDISCO BVBA
COUMANS PATRICK
TRENDY FASHION N.V.
SANTANA INTERNATIONAL NV
SC RETAIL NV
BRANTANO NV
FROST INVEST NV
LEGIO IMMO BELGIUM NV
CARPETLAND NV
BOUM
BABYDIS SA
IPPON SPORT SPRL
AGIK S.P.R.L.
EURO SHOE UNIE NV
DEVRESSE SA
JT DOM S.C.R.L.F.S.
VP AUTHENTIQUE TRADING
PREMAMAN NV
ALKEN MAES NV
PIOCHEUR NV
ZEEMAN TEXTIELSUPERS NV
MATCH SA
ALLO TELECOM S.A.
KRUIDVAT BVBA
CHENNEVIER BERTRAND
ELECTRO AV NV
P’TIBOU SA
MAXI TOYS BELGIUM SA
MC DONALD’S BELGIUM INC.
JCDECAUX BILLBOARD SA
REDISCO BVBA
CHAUSSURES MANIET SA
MOBELCO MEUBLES
FROST INVEST NV
PIOCHEUR NV
CARGLASS NV
BRSL SPRL
KVIK A/S
VAN BEUREN INTERIORS BVBA
GOBREL SA
TOYCHAMP BELGIUM N.V.
SEATS AND SOFAS N.V.
BUDGETSLAGER N.V.
ALDI HEUSDEN-ZOLDER
MAX BARCHON SPRL
LES PERES NOIRS SA
CHAUD DIFFUSION SPRL
OPTIC BARCHON SPRL
3D MANAGEMENT SPRL
LA GLISSE
LA CHINE WOK SPRL
JAMAGRE SPRL
ATHOME DESIGN SA
T.C. BONCELLES SPRL
Retail Estates nv
ANNUAL REPORT 2012
REAL ESTATE REPORT
57
PROVINCE
NUMBER CLUSTER
Hannut
Rue de Huy 63
4280 Hannut
3.006
13
Luik Edge of
Town
Boulevard Frankignoul
4000 Liège
3.379
Boulevard Froidmont
19/21/13/15/23/17
4000 Liège
5.932
Bld Cuivre et Zinc 3/5/1
4000 Liège
1.875
Boulevard Pointcaré 20-24/26
4000 Liège
3.000
rue des Naiveux 44/40/24B/16/7
4040 Herstal
4.238
Luik Herstal
rue Arnold Delsupexhe 66B
4040 Herstal
Route du Condroz 7
4120 Neupré
966
15
Neupré
16
Verviers
Boulevard des Gérardchamps
118
4800 Verviers
17
Marche-enFamenne
avenue de France
6900 Marche-en-Famenne
6.696
Chaussée de Liège 13
6900 Marche-en-Famenne
rue de la Vallée 102-108
6780 Messancy
600
18
58
GROSS
AREA (M²)
12
14
Luxemburg
ADDRESS
Messancy
3.000
10.576
4.670
tenants
CIRCUS BELGIUM SA
LIDL
DELHAIZE GROEP
PHILIPPE STEVENS SPRL - DIGITHOME
BRICOBA SA
INGI COIFFURE SPRL
SEPTEMBRE 1965 SPRL
FORSUN SA
SAKER-GRECO
SOCIÉTÉ D’EXPL. DES MAGASINS
BOUM
MAGIC VIDEO SA
SINISTRI CHRISTOPHE
GREEN TRADING NV
F.B.P. SPRL
HTH SPRL
QUICK RESTAURANTS SA
KREFEL NV
LA GRANDE RECRE BELGIQUE SPRL
BURO MARKET NV
ALDI VAUX-SUR-SURE SA
DISTRILED SPRL
PIOCHEUR NV
ANISERCO NV
O’COOL NV
KONEN-LEMAIRE ETS. SPRL
TENDANCE CONTEMPORAINE SPRL
BABY 2000 HASSELT BVBA
WINLINE BVBA
CHARLES VOGELE BELGIUM NV
NEW VANDEN BORRE NV
REDISCO
AVA PAPIERWAREN NV
EUROVENTES SPRL
POINT CARRE SPRL
BRANTANO NV
DELHAIZE GROEP
GEMEENSCHAP DELHAIZE/TOM&CO/
LEENBAKKER
ANISERCO NV
FROST INVEST NV
C&A BELGIË CV
DECORAMA SA
ECB SA
PIOCHEUR NV
BASILE FAMILY SPRL
PIOCHEUR NV
GOBREL SA
PROVINCE
Namen
NUMBER CLUSTER
19
Dinant
Tienne de l’Europe
5500 Dinant
20
Namur
Noord
rue de Sardanson 20
5004 Bouge
21
Oost-Vlaanderen
ADDRESS
Namur Zuid
GROSS
AREA (M²)
5.330
825
Rue Louis Albert 6/7/5
5020 Champion
3.939
Chaussée de Louvain 562
5020 Champion
Chaussée de Marche 570
5101 Erpent
Avenue Prince de Liège 117
5100 Jambes
rue de Neuville
5600 Philippeville
1.320
KREFEL NV
875
BRANTANO NV
Philippeville
23
Sambreville
rue Baty des Puissances
1;11/2;27
5190 Jemeppe-sur-Sambre
5.045
24
Dendermonde Mechelsestwg
Leopold II-laan 9200
Dendermonde
2.237
25
Eeklo
Oude Vest 70
9200 Dendermonde
Stationsstraat – Krügercenter
9900 Eeklo
MAKE SPRL
ALDI VAUX-SUR-SURE SA
T.H.D. COIFFURE SPRL
CASSIS SA
CHARTEX SA
ELECTRO AV NV
PHOTO HALL MULLTIMEDIA NV
BRANTANO NV
C&A BELGIË CV
O’COOL NV
FAST FOOD SPRL
SECONDE VIE SPRL
ECB SA
PIOCHEUR NV
E5-MODE NV
BRANTANO NV
ALDI GEMBLOUX SA
999
22
Mechelsesteenweg 138
D/138/140/136/51/35
9200 Dendermonde
tenants
2.936
12.108
691
12.311
C&A BELGIË CV
EURO SHOE UNIE NV
ALDI GEMBLOUX SA
BRANTANO NV
BRICO BELGIUM NV
BOUM
GOBREL SA
TP SPORT SPRL
DELHAIZE SA
BELLOLI BVBA
PASSAGE FITNESS NV
DISTRI DENDERMONDE-TONGEREN
FUN BELGIUM NV
DE WAELE MARINA
KREFEL NV
GAM NV
KRUIDVAT BVBA
SHOEBY LEASING PARTNERS BELGIUM NV
JBC NV
HANS ANDERS BELGIE BVBA
HUNKEMÖLLER BELGIUM NV
BELSAY NV
PRIMO STADION NV
Retail Estates nv
ANNUAL REPORT 2012
REAL ESTATE REPORT
59
PROVINCE
VlaamsBrabant
NUMBER CLUSTER
26
Gent Zuid
27
Sint-Niklaas
28
Brussel ZuidWest
29
Halle
30
31
60
ADDRESS
Gentsesteenweg 1a
9900 Eeklo
Kortrijksesteenweg
1178/1036/1200/1206
GROSS
AREA (M²)
798
12.357
Parklaan 50/87
9100 Sint-Niklaas
3.546
Plezantstraat 268
9100 Sint-Niklaas
Kapelstraat 119
9100 Sint-Niklaas
Nieuwe Stallestraat 219-220
1620 Drogenbos
1.250
940
4.138
Edingsesteenweg 75
1500 Halle
Bergensesteenweg
162/420a/460
1500-1600 Halle - Sint-PietersLeeuw
Demaeghtlaan 216-218
1500 Halle
Kampenhout Mechelsesteenweg
44/46/93/91/89/89B
1910 Kampenhout
3.287
Leuven Oost
4.047
Tiensesteenweg 410/370/393
3.569
600
4.536
tenants
MAGIC SUN 2 VOF
C&A BELGIË CV
NEW VANDEN BORRE NV
PIOCHEUR NV
TEAROOM DE KRUGER BVBA
O’COOL NV
DAMART TSD NV
SPORTSCHOOL DE POORTER CV
HEMA BELGIE BVBA
CARPETLAND NV
L.TORFS NV
BRICO BELGIUM NV
LIDL
ELECTRO AV NV
BRANTANO NV
FUN BELGIUM NV
HEYTENS
LANGUAGE & COMPUTING NV
AS ADVENTURE NV
FINSBURY PROPERTIES NV
NEW VANDEN BORRE NV
CARPETLAND
PIOCHEUR NV
CAVRILO N.V.
PRIMO STADION NV
FROST INVEST NV
SAID ABDESLAM
MUHTAR BVBA
FUN BELGIUM NV
ALDI ERPE MERE NV
IMETAM BVBA
AS ADVENTURE NV
NEW VANDEN BORRE NV
BRANTANO NV
SC RETAIL NV
DEVRESSE SA
AVEVE NV
BRANTANO NV
EUROKITCHEN NV
BRANTANO NV
EURO SHOE UNIE NV
FABRIMODE NV
PREMAMAN NV
PIOCHEUR NV
B&C KEUKENS NV
NORDEX NV
PRIMO STADION NV
PROVINCE
NUMBER CLUSTER
ADDRESS
GROSS
AREA (M²)
3360 Korbeek-Lo
Waals-Brabant
West-Vlaanderen
32
Sint-JorisWinge
Aarschotsesteenweg 9
3390 Sint-Joris-Winge
6.371
33
Zaventem
Leuvensesteenweg 8
1932 Sint-Stevens-Woluwe
Jozef Van Damstraat 3C
1932 Sint-Stevens-Woluwe
2.150
Avenue Reine Astrid 4/6
1300 Wavre
Rue Pont du Christ 32/7
1300 Wavre
Sint-Pieterskaai 21/24
8000 Brugge
Maalsesteenweg 166/255/232
8310 Sint-Kruis
Ringlaan 32/11
8500-8520 Kortrijk - Kuurne
1.087
Ter Ferrants 1-4
8520 Kuurne
4.381
34
35
36
37
38
Wavre
Brugge
Noord
Brugge Oost
Kortrijk
Noord
Roeselare
Ringlaan Noord 4
8520 Kuurne
Brugsestraat 377
8800 Roeselare
Brugsesteenweg 508510/524/356 A B C
8800 Roeselare
1.872
1.730
2.174
4.039
8.153
995
tenants
SANTANA BVBA
FUN BELGIUM NV
BRANTANO NV
FUN BELGIUM NV
AS ADVENTURE NV
SND SA
ANISERCO NV
FROST INVEST NV
KRUIDVAT BVBA
BRANTANO NV
PIOCHEUR NV
CLUB SA
IN VERBOUWING
GOBREL SA
CARPETLAND NV
C&A BELGIË CV
I & S FASHION NV
JBC NV
IMETAM BVBA
DE MAMBO NV
NEW VANDEN BORRE NV
ETS. INFORMATICS
FROST INVEST NV
AVA PAPIERWAREN NV
PRIMO STADION NV
ACTION BELGIUM BVBA
CARPETLAND
3.080
BRICO BELGIUM NV
9.882
ANISERCO NV
KREFEL NV
IMETAM BVBA
BELGIAN POSTERS
SEATS AND SOFAS N.V.
NEW VANDEN BORRE NV
OMEGA NV
Retail Estates nv
ANNUAL REPORT 2012
REAL ESTATE REPORT
61
PROVINCE
OUT-OFTOWN
PREMISES
AND OTHERS
Antwerpen
Antwerpen
Borsbeek
Kasterlee
Kontich
Mol
Brussels
Gewest
Jette
Schaarbeek
Henegouwen
Binche
Slachthuisstraat 27
2000 Antwerpen
Frans Beirenslaan 51
2150 Borsbeek
Geelsebaan 64
2460 Kasterlee
Koningin Astridlaan 88
2550 Kontich
Laar 26-28
2400 Mol
Charleswoestlaan 219-312
1090 Jette
Jerusalemstraat 48-50
1030 Schaarbeek
Rue Zépherin Fontaine 76A/140
7130 Binche
GROSS
AREA (M²)
ALDI RIJKEVORSEL NV
1.250
CARPETLAND NV
832
ALDI RIJKEVORSEL NV
998
BRANTANO NV
1.755
30
840
1.103
Rue des bureaux 3B
7150 Chapelle-lez-Herlaimont
2.604
Châtelet
rue des Français 152
6200 Châtelet
Route de Philippeville 402/422
6010 Couillet
Rue du Général de Gaulle 164
6180 Courcelles
Rue Dewiest 86
6180 Courcelles
970
Courcelles
Fontainel’Evêque
Gerpinnes
Gilly
Gosselies
La Louvière
Mons
Montignies-surSambre
Péruwelz
Soignies
rue de Leernes 2
6140 Fontaine-l’Evêque
Rue de Bertransart 99
6280 Gerpinnes
Route de la Basse Sambre 713
6060 Gilly
Route Nationale 5
6041 Gosselies
rue Tahon 45
6041 Gosselies
Avenue de Wallonie 6
7100 La Louvière
chaussée de Binche 50/129
7000 Mons
chée de Ghlin 26
7000 Mons
Rue de la Persévérance 7-9
6061 Montignies-sur-Sambre
avenue du Centenaire 50
6061 Montignies-sur-Sambre
rue Neuve Chaussée
7600 Péruwelz
rue de la Station 125
7060 Soignies
TENANTS
1.000
Chapelle-lezHerlaimont
Couillet
62
ADDRESS
1.048
NEW VANDEN BORRE NV
ANISERCO NV
KOSTOPOULOS
COUPLET
BUSTERNA
VUYLSTEKE
ALDI CARGOVIL-ZEMST NV
BOUM
HTH SPRL
LEONARDO SPRL
LIDL
FROST INVEST NV
PROFI SA
BRANTANO NV
110
VACANT
850
MOBISTAR NV
DFA1-CENTRE FUNÉRAIRE MARCHANT
BVBA
MATCH SA
2.585
1.289
1.500
BUZIWEB SPRL
JBC NV
WIBRA BELGIË NV
MEGA STORE SPRL
CARPETLAND NV
1.384
1.895
JBC NV
BRANTANO NV
EURO SHOE UNIE NV
CODDS SPRL
1.910
1.738
1.249
1.566
600
E5-MODE NV
JBC NV
GUNGOR AYTEKIN (SOCIÉTÉ EN
CONSTITUTION)
ALDI ROESELARE NV
750
PIOCHEUR NV
650
PROVINCE
OUT-OFTOWN
PREMISES
AND OTHERS
Limburg
Dilsen-Stokkem
Oude Kerkstraat 3A/3B
3650 Dilsen-Stokkem
767
Houthalen
Grote Baan 212
3530 Houthalen
Vredelaan 34
3530 Houthalen
Majoor Berbenlaan 2
3630 Maasmechelen
rue du Chalet 95
4920 Aywaille
Grand Route 502
4610 Beyne-Heusay
Avenue des Martyrs 186
4620 Fléron
rue du Bay-Bonnet
4620 Fléron
Rue Servais Malaise 29/31
4030 Grivignée
Rue Joseph Wauters 25A
4500 Huy
Quai d’Arona 16
4500 Huy
rue de Chafnay 5-7
4020 Jupille-sur-Meuse
rue de Sewage 3
4100 Seraign
Avenue de la Résistance 318
4630 Soumagne
Avenue Reine Astrid 236/242
4900 Spa
830
Maasmechelen
Luik
Aywaille
Beyne-Heusay
Fléron
Grivegnée
Huy
Jupille-surMeuse
Seraing
Soumagne
Spa
Wanze
Waremme
Luxemburg
Aubange
Bastogne
Habay-la-Neuve
Libramont
LibramontChevigny
Namen
Andenne
Gembloux
Malonne
ADDRESS
GROSS
AREA (M²)
1.049
TENANTS
KRUIDVAT BVBA
KBC BANK
JBC NV
GROUP GL
870
LIDL
820
PROFI SA
914
BRANTANO NV
267
LOMOGEA SA
750
LIDL
395
WIBRA BELGIË NV
1.002
BRANTANO NV
1.500
730
FROST INVEST NV
CARGLASS NV
PROFI SA
960
SERAING DISCOUNT
1.000
JBC NV
1.220
BRANTANO NV
CHEVOLET ANNICK
ANISERCO NV
NEW TECK SPRL
chaussée de Tirlemont 17
9340 Wanze
Chaussée Romaine S/N
4300 Waremme
Rue du Commerce
6790 Aubange
Rue de Marche 104
6600 Bastogne
Avenue de la Gare
6720 Habay-la-neuve
1.000
6800 Libramont
rue de Neufchâteau 5
6800 Libramont-Chevigny
Avenue Reine Elisabeth
5300 Andenne
Chaussée de Wavre 42B
5030 Gembloux
Ancien Rivage 73
1.949
S.A.M.C. SPRL
GB RETAIL ASSOCIATES SA
PARTY 2000 SPRL
1.000
HID SPRL
1.000
600
1.198
950
2.259
ZANIMO SPRL
REDISCO BVBA
JBC NV
600
BRANTANO NV
372
ANISERCO NV
Retail Estates nv
ANNUAL REPORT 2012
REAL ESTATE REPORT
63
PROVINCE
Oost-Vlaanderen
OUT-OFTOWN
PREMISES
AND OTHERS
Aalst
Erembodegem
Gavere
Gent
Gentbrugge
Geraardsbergen
Lokeren
Maldegem
Melle
Munkzwalm
Ninove
Ronse
Waasmunster
Wetteren
VlaamsBrabant
Diest
Dilbeek
Grimbergen
Herent
Sint-GenesiusRode
Ternat
Tienen
Vilvoorde
64
ADDRESS
5020 Malonne
Gentsesteenweg 442
9300 Aalst
Brusselsesteenweg 120
9300 Aalst
Kwadelapstraat 2
9320 Erembodegem
Stationsstraat 162
9890 Gavere
Fratersplein 11
9000 Gent
9050 Gentbrugge
Astridlaan 38
9500 Geraardsbergen
Zelebaan 67
9160 Lokeren
Koning Leopoldlaan 20 F
9990 Maldegem
9090 Melle
Noordlaan 5
9630 Munkzwalm
Brakelsesteenweg 160
9400 Ninove
Engelsenlaan 31
9600 Ronse
Grote Baan 154
9250 Waasmunster
Oosterzelesteenweg 127
9230 Wetteren
Leuvensesteenweg 168/166
3290 Diest
Ninoofsesteenweg 386
1700 Dilbeek
Waardbeekdreef 6
1850 Grimbergen
Brusselsesteenweg 4
3020 Herent
Priorijlaan 74
1640 Sint-Genesius-Rode
Waterloosesteenweg 39
1640 Sint-Genesius-Rode
Assesteenweg 66
1740 Ternat
Leuvenselaan 210
3300 Tienen
Reizigersstraat 77
3300 Tienen
Schaarbeeklei 115
1800 Vilvoorde
Goudbloemstraat 2-4
1800 Vilvoorde
GROSS
AREA (M²)
TENANTS
1.000
CARPETLAND NV
1.143
BRANTANO NV
16.277
BRANTANO NV
805
PROFI SA
800
LIDL
3.365
941
919
MUYS NV
POER-VOE BVBA
KREFEL NV
ALDI ERPE MERE NV
BRANTANO NV
BRANTANO NV
1.000
JBC NV
975
JBC NV
3.591
2.419
BRANTANO NV
MODEMAKERS FASHION NV
MUYS NV
786
FROST INVEST NV
999
OPENBARE VERKOPEN.BE BVBA
3.823
2.000
1.000
KREFEL NV
CLAUS CHRIS
PIOCHEUR NV
BRANTANO NV
942
BRANTANO NV
796
BRANTANO NV
250
HANTARIS BVBA
3.900
CEMEPRO SPRL
996
BRANTANO NV
1.368
BRANTANO NV
1.080
JBC NV
2.324
DEVOTEC BVBA
JBC NV
KHARBAGH-ZAIDI
ZERRAD-CHTAOU
300
PROVINCE
Waals-Brabant
OUT-OFTOWN
PREMISES
AND OTHERS
GROSS
AREA (M²)
Zaventem
Hoogstraat 7/7A
1930 Zaventem
1.071
Corbais
Grand Route 49
1435 Corbais
rue de Volontaires 4
1332 Genval
Rue du Bosquet 10 en 10A
1370 Jodoigne
Avenue de Centenaire 42
1400 Nivelles
Rue du Tienne à deux vallées 3
1400 Nivelles
1410 Waterloo
Padhoekeweg 52-54
8000 Brugge
Koninklijke Baan 228
8670 Koksijde
Gentstraat 13
8760 Meulebeke
Biezenstraat 16
8430 Middelkerke
Torhoutsesteenweg 610
8400 Oostende
Frankrijklaan 2
9870 Poperinge
Torhoutsestraat 45
8020 Ruddervoorde
Vijfseweg
8790 Waregem
1.290
Genval
Jodoigne
Nivelles
Waterloo
West-Vlaanderen
ADDRESS
Brugge
Koksijde
Meulebeke
Middelkerke
Oostende
Poperinge
Ruddervoorde
Waregem
TENANTS
ALDI CARGOVIL-ZEMST NV
PERDAEN RONNY
PERDAEN MARINA
GB RETAIL ASSOCIATES SA
420
DELITRAITEUR SA
1.037
DELHAIZE GROEP
1.578
BRICO BELGIUM NV
1.350
PARDIS SA
1.000
CARPETLAND NV
1.675
ROBO NV
1.210
BRANTANO NV
1.204
ALDI ROESELARE NV
1.065
1.000
ELECTRO AV NV
REDISCO BVBA
IMETAM BVBA
2.418
HUBO
750
MATCH SA
999
C&A BELGIË CV
Retail Estates nv
ANNUAL REPORT 2012
REAL ESTATE REPORT
65
3. Reports of real
estate experts
the profile of the purchaser and
absolute terms by 2.98%, compared
the geographical location of the
to 31 December 2011, due to the
building. The first two conditions,
indexations, some refurbishments
Report by Cushman &
Wakefield
and therefore also the transfer tax
and renewals. This gives a yield of
amount to be paid, are only known
7.02% to the portfolio.
This report covers 312 premises
after the sale has been concluded.
which are part of the real estate
As independent experts, we confirm
Report by CB Richard Ellis
portfolio of Retail Estates NV and its
that, on the basis of a representative
The CB Richard Ellis report, dated
subsidiaries.
sample of the market (between
31 March 2012, is a report on
As of 31 March 2012, we have had
2002 and 2005), the weighted
139 properties belonging to Retail
the pleasure of provinding you with
average of the tax (average transfer
Estates NV and its subsidiaries.
are valuation, which covers the
cost) is 2.5% (for goods with a
The investment value of these
portfolio of both Retail Estates and
higher value than EUR 2,5 million).
properties is estimated at EUR
Distriland.
The properties are considered here
187.08 million and the fair value
We confirm that we carried out this
as a portfolio.
at EUR 182.51 million. These
task as independent experts. We
Retail Estates might be selling a
properties represent a collectable
also confirm that our valuation was
limited number of properties on an
rent of EUR 12.95 million, which
carried out in accordance with the
individual basis, so that they do not
represents a gross return of 6.92%.
national and international standards
match the notion of ‘portfolio’, and
and their application procedures,
do not end up above the threshold
including the valuation of “sicafi”
of EUR 2.5 million. Those properties
(Belgian Reit) – (According to the
were valued in accordance with the
present decisions. We reserve the
behaviour line, excl. costs (10% or
Extract from the minutes
of the Board of Directors’
meeting of 26 November
2010 – session 2
right to review our valuation in the
12.5%).
The second session was chaired by
event of modified decisions).
Our ‘investment value’ is based
Mr. Jan De Nys,.Mr. Paul Borghgraaf
The fair value is defined as the
on the capitalisation, with a Gross
and Mr. Hubert De Peuter were not
estimated amount for which a
Yield, of the currently owed yearly
present during the discussion of
property should be exchanged, on
rent, taking into account possible
agenda item 1.
the date of valuation, between a
corrections, such as vacancies, step-
Mr. Luc Geuten was not present at
willing buyer and a willing seller
rents, rent-free periods, etc. The
this session.
in an arm’s-length transaction
Gross Yield depends on the current
after proper marketing activities,
output on the investment market,
wherein the parties have each acted
taking into account the location, the
• Transaction with
Fun Belgium NV
knowledgeably, prudently and
suitability of the site, the quality of
The proposed transaction concerns
without compulsion. This definition
the tenant, and the building at the
the contribution, via partial splitting,
corresponds to our definition of
moment of the valuation.
of two retail properties located in
market value.
As of 31 March 2012, the
Tielt-Winge (Gouden Kruispunt)
In theory, the sale of a building
investment value for Retail Estates
and in Mechelen, and the purchase
is,subject to transfer rights collected
NV is EUR 360.70 million, and the
of the shares in Coeman Invest NV,
by the government. The amount
fair value EUR 352.07 million.
whose only asset is a retail property
of these rights depends on such
On the basis of the investment
in Poperinge.
elements as the transfer manner,
value, the portfolio has increased in
The values estimated by the real
66
estate expert, i.e. approximately EUR
Geuten has declared: “to avoid
decided voluntarily to apply article
15.4 million, based on a collectable
misunderstanding, we should note
523 of the code.
rent of EUR 990,000 (initial return of
that Retail Estates NV is considering
Following the provisions of the code,
6.42%), will be applied.
acquiring two properties (one
Mr. Geuten did not take part in
The shares in Coeman Invest can
in Sint-Joris-Winge and one in
this meeting and will not take part
be purchased before the end of
Mechelen) through a capital increase
in the Board of Directors meeting
2010 by way of the reinvestment of
in the form of a partial split of Fun
during which the proposed changes
sales proceeds from Q3 of 2010-
Belgium NV”.
to the issuing of securities will be
2011. The modalities of the partial
Fun Belgium NV is controlled by
discussed.
splitting, with a capital increase
parties including Mitiska Retail NV,
of approximately EUR 13 million,
which, in turn, is fully controlled by
will be submitted for approval to
the holding company of the Geuten
the next meeting of the Board of
family, and is managed by Mr.
Directors, with a view to being
Geuten.
executed at the end of March 2011.
Although article 523 of the
A communication addressed to
Companies Code does not formally
Mr. Borghgraaf, chairman, and to
apply (in this particular case there
the supervisory director of Deloitte
will be a decision by the General
Bedrijfsrevisoren, represented by
Meeting instead of by the Board of
Mr. Neckebroeck, shows that Mr.
Directors), the Board of Directors
Retail Estates nv
ANNUAL REPORT 2012
REAL ESTATE REPORT
67
HEALTH
The investment domain provides
the business with a solid operational
foundation
87%
Operational margin
1A. CONSOLIDATED INCOME STATEMENT
INCOME STATEMENT (in 000 €)
Notes
31.03.12
31.03.11
Rental income
1
35 762
34 261
Rental related expenses
2
-290
-416
35 473
33 845
Net rental income
Recovery of property expenses
Recovery of charges and taxes normally payable by tenants on let
properties
3
2 883
3 015
Charges and taxes normally payable by tenants on let properties
4
-3 108
-3 352
Other rental related income and expenses
5
-45
-39
35 204
33 469
Property result
Technical costs
6
-1 062
-1 036
Commercial costs
7
-119
-99
Charges and taxes on unlet properties
8
-81
-40
Property management costs
9
-900
-1 018
10
-5
-11
Property charges
-2 165
-2 204
Operating property result
33 038
31 266
-2 194
-2 067
30 844
29 199
12
-50
5
13
9 396
10 395
40 191
39 599
Other property charges
Corporate operating costs
11
Other current operating income and expenses
Operating result before result on the portfolio
Result on disposals of investment property
Result on sales of other non financial assets
Changes in fair value of investment property
Operating result
Financial income
14
1 045
528
Interest charges
15
-13 962
-13 071
Other financial charges
16
-61
-80
-12 977
-12 623
27 213
26 975
147
-283
Financial result
Result before taxes
Taxes
70
17
Notes
31.03.12
31.03.11
27 360
26 692
27 360
26 692
18 014
16 292
9 346
10 400
Notes
31.03.12
31.03.11
Number of ordinary shares
18
5 437 074
5 061 663
Weighted average number of shares
18
5 317 934
4 915 380
Net profit per ordinary share (in €)
20
5.14
5.43
Diluted net profit per share (in €)
20
5.14
5.43
Distributable result per share (in €)
20
3.32
3.30
3.39
3.31
Net Result
Attributable to:
Equity holders of the parent
Note:
Net current result (part of Group)
Result on portfolio
EARNINGS PER SHARE
Net current result per share (in €)
1
1The net current result per share is calculated from the weighted average number of shares, counted from the time of issue (which does not necessarily
coincide with first dividend entitlement date). Calculated on the number of dividend-entitled shares, net current result per share amounts to EUR 3.34
per share.
1B. COMPONENTS OF THE TOTAL RESULT
Components of the total result (Statement of other
comprehensive income) in 000 €
Net result
31.03.12
31.03.11
27 360
26 692
-1 696
-1 270
-17 091
7 122
8 573
32 544
Other elements of the total result
Impact on fair value of estimated transaction duties and costs resulting from the
hypothetical disposal of investment properties
Changes in fair value of financial assets and liabilities
TOTAL RESULT
71
2. CONSOLIDATED BALANCE SHEET
ASSETS (in 000 €)
Notes
Non-current assets
31.03.12
31.03.11
537 938
506 981
Goodwill
Intangible assets
21
82
74
Investment properties
22
537 472
505 588
Other tangible fixed assets
21
363
Non-current financial assets
23
Trade receivables and other non-current assets
24
Current assets
264
1 033
21
22
17 006
15 296
13 159
10 778
Assets or group of assets held for sale
25
Trade receivables
26
495
682
Tax receivables and other current assets
27
1 216
2 482
Cash and cash equivalents
28
1 450
1 150
Deferred charges and accrued income
29
686
205
554 944
522 278
31.03.12
31.03.11
Shareholders’ equity
241 336
229 607
Shareholders’ equity attributable to the shareholders of the
parent company
241 336
229 607
TOTAL ASSETS
SHAREHOLDERS’ EQUITY AND LIABILITIES (in 000 €)
Notes
Capital
30
121 174
112 989
Share premium
31
43 268
33 418
Reserves
49 533
56 509
Result
27 360
26 692
Liabilities
313 608
292 671
Non-current liabilites
285 561
273 958
257 423
261 768
257 423
261 768
28 139
12 189
Minority interests
Provision
Non-current financial debts
38
Credit institutions
Financial lease
Other non-current liabilities
72
34
Notes
31.03.12
31.03.11
28 047
18 713
16 215
7 177
16 215
7 177
Current liabilities
Current financial debts
38
Credit institutions
Financial lease
Trade debts and other current debts
35
9 687
8 914
Other current liabilities
36
164
361
Accrued charges and deferred income
37
1 981
2 260
554 944
522 278
31.03.12
31.03.11
51.08%
53.38%
31.03.12
31.03.11
44.39
45.36
46.99
47.82
Net asset value per share (fair value) ex dividend (2)
41.59
42.66
Net asset value per share (investment value) ex dividend (3)
44.19
45.12
46.40
44.46
49.01
46.92
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES
Debt ratio
Debt ratio(1)
NET ASSET VALUE PER SHARE (in €) - share group
Net asset value per share (fair value) (2)
Net asset value per share (investment value)
(3)
Net asset value per share (fair value) ex dividend ex IAS 39 (2)
Net asset value per share (investment value) ex dividend ex IAS 39
(3)
(1) The debt ratio is calculated as follows: the liabilities (excluding provisions, accrued charges, deferred income and financial instruments) divided by the
total assets (excluding coverage instruments).
(2) The net asset per share (fair value) is calculated as follows: shareholders’ equity divided by the number of shares.
(3) The net assets per share (investment value) is calculated as follows: shareholders’ equity (excluding the impact on the fair value of estimated
transaction duties and costs resulting from the hypothetical disposal of investment properties) divided by the number of shares.
73
3. STATEMENT OF CHANGES IN EQUITY
STATEMENT OF CHANGES IN EQUITY
(in 000 €)
Shareholders’ equity at 31 March 2010 (IFRS)
- Net appropriation of profits 2010-2011
- T ransfer of the result on the portfolio to the reserves
- Transfer of net current result to reserves
- Reclassification between reserves
- Dividends of financial year 2009-2010
- Capital increase through contribution in kind
- Minority interests
- Costs of capital increase
- Others
- Total result 31/03/2011
- Dividends of financial year 2010-2011
- Others
Share premium
103 851
24 358
9 507
9 060
-369
112 989
33 418
8 446
9 850
-261
121 174
43 268
Legal reserves
Reserves for the
positive/negative
balance of changes in
fair value of real estate
properties
Available
reserves
295
63 615
1 023
Reserves in detail (in 000 €)
- Others
- Others
Share capital ordinary
shares
1 760
39
-1 473
-27
334
63 875
2 496
10 395
35
-1 537
1 537
-1 6811
369
71 052
1 Decrease in valuation of non-cultivated land Westende. This decrease is processed through a variable price adjustment in the contract.
74
1 473
4 033
Reserves *
Net result
for the financial year
Minority interests
Total shareholders’
equity
46 988
15 309
534
1 760
1 897
39
-1 760
-1 897
-39
-11 613
191 040
0
0
0
0
-11 613
18 567
-534
-369
-27
32 544
229 608
0
0
0
0
-13 453
18 296
0
-261
-1 427
8 573
241 336
-534
-27
5 852
56 509
26 692
26 692
10 395
2 844
-10 395
-2 844
0
-13 453
-1 427
-18 787
49 534
27 360
27 360
Impact on fair value of
estimated transaction
duties and costs resulting
from the hypothetical
disposal of investment
properties
Reserve for the balance
of changes in fair value
of authorized hedging
instruments qualifying
for hedge accounting as
defined by IFRS
Result carried
forward from
previous
financial years
TOTAL
-11 179
-16 218
9 452
46 988
1 936
-39
1 760
1 936
0
-1 270
-12 449
7 122
-9 096
0
11 349
2 844
-35
254
-1 696
-14 145
-17 091
-26 187
14 412
-27
5 852
56 509
0
10 395
2 844
0
0
0
0
-1 427
-18 787
49 534
75
4. CONSOLIDATED CASH FLOW STATEMENT
(in 000 €)
31.03.12
31.03.11
1 150
642
1. Cash flow from operating activities
20 054
14 273
Net result of the financial year:
27 360
26 692
Operating result
40 191
39 599
-13 508
-12 743
33
32
-1 164
-227
1 808
32
-9 136
-10 097
177
177
33
126
-9 396
-10 395
50
-5
1 831
-2 322
876
8 457
- Tax receivables and other current assets
1 266
-1 160
- Deferred charges and accrued income
-482
-10
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE FINANCIAL YEAR
Interest paid
Interest received
Dividends received
Corporation tax paid
Accrued interest
Others
Non-cash elements to be added to/deducted from the result
* Depreciation and Writedowns
- Depreciation / writedowns (or writebacks) on intangible and tangible
assets
- Depreciation / writedowns (or writebacks) on trade receivables
* Other non-cash elements
- Changes in fair value of investment properties
- Profit on sale of investment properties
* Others
Change in working capital requirements:
* Movements of assets:
- Trade receivables
* Movements of liabilities:
- Trade and other current debts
76
646
-10 077
- Other current liabilities
-197
166
- Accrued charges and deferred income
-279
301
(in 000 €)
2. Cash-flow from investment activities
Purchase of intangible assets
31.03.12
31.03.11
-10 169
-18 656
-60
-30
Purchase of investment properties
-25 614
-16 717
Disposal of investment properties
17 426
8 820
Purchase of shares of investment companies
-1 697
-10 663
-223
-109
Disposal of shares of investment companies
Purchase of other tangible assets
Disposal of non-current financial assets
Income from trade receivables and other non-current assets
43
Disposal of assets held for sale
3. Cash-flow from financing activities
-9 584
4 890
- Increase in financial debts
26 480
29 205
- Decrease in financial debts
-22 242
-13 476
-108
1 679
* Change in financial liabilities and financial debts
* Change in other liabilities
- Increase (+) / decrease (-) of other liabilities
- Increase (+) / decrease (-) of other debts
- Decrease of minority interests
-534
* Dividends
- Dividend for the previous year
* Costs of capital increase
CASH AND CASH EQUIVALENTS AT THE END OF THE FINANCIAL YEAR
-13 453
-11 614
-261
-369
1 450
1 150
77
FINANCIAL REPORT
1. Notes to the
consolidated financial
statements
Important principles for
financial reporting
capital in an account with the
designation “Impact on the fair
value of the estimated transfer
duties and costs resulting from the
• Statement of
conformity
hypothetical disposal of investment
The consolidated annual accounts
in the aforementioned Royal Decree.
are drawn up in accordance with
During the financial years ending on
Retail Estates NV ('the Company'),
accounting standards, which are
31 March 2012 and 31 March 2011,
which has its registered office in
consistent with the International
the respective amounts of EUR 1.70
Ternat, is a real estate investment
Financial Reporting Standards as
million and EUR 1.27 million were
trust goverend by Belgian law (so-
implemented by the Royal Decree
recognised directly in the equity
called 'sicafi'/'bevak').
of 7 December 2010 on the
capital in this account.
The consolidated financial
accounting, the annual accounts,
statements of the Company for the
and the consolidated annual
financial year which closed on 31
accounts of public real estate
Application of IFRS 3
Business Combinations
March 2012 comprise the Company
investment trusts, and amending the
Acquisitions of companies made
and its subsidiaries (‘the Group’).
Royal Decree of 10 April 1995 on
in the past financial year were not
The financial statements were
real estate investment trusts.
processed as business combinations
approved for publication by the
When determining the fair value
such as required under the IFRS 3
Board of Directors on 23 May 2012
of investment properties in
definition, based on the conclusion
and will be presented for approval
accordance with IAS 40 Investment
that this definition is not applicable,
at the Annual General Shareholders’
Property, an estimate of transfer
given the nature and size of the
Meeting on 25 June 2012.
duties and costs is deducted by
acquired companies. The companies
the independent property expert.
in question own a limited number of
Due to the estimated transfer
properties which are not intended
duties and costs resulting from the
to be kept on as independent
hypothetical disposal of investment
businesses. The companies are
properties, the impact on the fair
fully or proportionally consolidated
value of investment properties is
through the application of IAS 40.
General company
information
directly recognised in the equity
78
properties”, as expressly stipulated
New or amended standards
and interpretations,
applicable in 2011
New or amended standards
and interpretations not yet
in force
to IAS 19 - Employee Benefits
The following published standards
The amendments to IFRS 7 -
a surface mine (01.01.2013 - not
and interpretations have become
Financial Instruments: Disclosures
endorsed); Amendments to IFRS
effective for the current financial
- Transfers of financial assets
7 - Disclosures - Offsetting financial
year but have no effect on the
applicable from next year will have
assets and financial liabilities
presentation, the notes or the
no impact on the presentation, the
(01.01.2014 - not endorsed); IFRS 9
financial results of the Group:
notes, or the results of the Group.
- Financial Instruments (01/01/2015).
-
adjustments to IAS 32 -
The other publications of the IASB
Classification of Rights Issues
have not yet been approved by the
• Presentation principles
adjustments to IAS 24 - Related
European Commission.
The financial information is
Party Disclosures
These are: Amendments to IFRS
presented in EUR, and is rounded
adjustments to IAS 19 and
1 - Severe Hyperinflation and
off to the nearest thousand. The
IFRIC 14 - Prepayments of a
Removal of Fixed Dates for First-
companies in the Group also do
Minimum Funding Requirement
Time Adopters (01/07/2011);
their accounting in EUR.
adjustments to IFRS 1 - Limited
Amendments to IAS 12 - Recovery
Below is a summary of the most
Exemption from Comparative
of Underlying Assets (01/01/2012);
important principles for financial
IFRS 7 Disclosures for First-time
IAS 1 - Presentation of Items of
reporting. The accounting
Adopters
Other Comprehensive Income
principles were applied consistently
improvement of IFRS 1, IFRS 3,
(07/01/2012); IFRS 10 - Consolidated
throughout the relevant period.
IFRS 7, IAS 1, IAS 27, IAS 34 and
Financial Statements (01/01/2013);
IFRIC 13 as a result of the annual
IFRS 11 - Joint Arrangements
• Consolidation principles
improvement project (May 2010)
(01/01/2013); IFRS 12 - Disclosure
The companies controlled by the
IFRIC 19 - Extinguishing Liabilities
of Involvement with other Entities
Group are consolidated through the
with Equity Instruments
(01/01/2013); IAS 27 - Separate
application of the full consolidation
Financial Statements (01/01/2013);
method.
IAS 28 - Investment in Associates
Full consolidation consists in
and Joint Ventures (01/01/2013);
incorporating all the assets and
IFRS 13 - Fair Value Measurement
liabilities of the consolidated
(01/01/2013 ); Amendments
companies, as well as all the
-
-
-
-
-
(01/01/2013); IFRIC 20 - Stripping
costs in the production phase of
79
costs and revenues, whereby the
• Financial instruments
necessary eliminations are carried
the financial interest rate derivative
is recognised in the income
Fair value hedge
accounting
statement.
Control is defined as the ability
of Retail Estates NV to determine,
The Group uses financial derivatives
• Goodwill
directly or indirectly, the financial
(interest rate swaps) to hedge
In accordance with IFRS 3, goodwill
and operational policy of the
against interest rate risks arising
is not amortised, but subjected to an
subsidiary, with the objective
from operational, financial and
annual impairment loss test.
of acquiring benefits from the
investment activities. Derivative
real estate activities of the given
financial products are initially valued
company.
at their cost price and revalued to
In order to apply the full
their fair value on the subsequent
consolidation method to certificates
reporting date.
Valuation at initial
recognition
one is, in addition to controlling
After the initial recognition, the
Investment properties comprise
the issuing company, also required
financial derivatives are valued in
all properties that are ready to
to own 75% of the number of
the annual account at their fair
be let. Investment properties are
certificates issued. In this case,
value. Gains or losses resulting
initially valued at acquisition cost,
a debt is acknowledged, for the
from changes in the fair value
including additional expenses and
property certificates not owned
of the financial derivatives are
non-¬deductible VAT. Also the exit
by the company to the holders of
immediately recognised in the
tax, owed by companies over which
certificates. Only the interests held
income statement unless a derivative
the Group acquires direct or indirect
in the real estate certificate 'Wickes
meets the conditions for hedge
control, is part of the acquisition
Tournai, Mechelen,..' were eligible
accounting. The fair value of the
cost (it is in principle deducted
in this respect. This real estate
financial interest rate derivatives
from the value of the underlying
certificate was sold on 31 October
is the amount that the company
property, given that it is a tax on
2009.
expects to receive or pay if the
the latent capital gain existing in
out.
• Investment properties
financial interest rate derivative is
the acquired company prior to the
• Foreign currency
conversion
terminated as of the balance sheet
acquisition), unless these companies
date, whereby the prevailing interest
do not qualify for a merger with
Foreign currency transactions are
rate, and the credit risk of the
the Group (as decided by the
booked by applying the exchange
counterparty in question are also
Board of Directors, currently only
rate valid on the transaction date.
taken into account.
applicable to Finsbury Properties
Monetary assets and liabilities in
NV). The commissions related to
the acquisition of the buildings are
applying the closing rate on the
Cash flow hedge
accounting
balance sheet date. Exchange
If a financial derivative can be
acquisition and are added to the
rate differences ensuing from
documented as an effective hedge
acquisition cost.
foreign currency transactions, and
against any cash flow fluctuations,
conversion of monetary assets and
attributable to a risk linked to an
liabilities into foreign currencies, are
asset or liability, or a highly probable
booked in the income statement
future transaction, the part of
in the period in which they occur.
the result ensuing from the value
Non-monetary assets and liabilities
change of the financial interest rate
in foreign currencies are converted
derivative that has been recognised
at the exchange rate valid on the
as an effective hedge, is posted
transaction date.
directly to equity under “Changes in
foreign currencies are valued by
the fair value of financial assets and
liabilities”. The ineffective part of
80
regarded as additional costs of the
Valuation after initial
recognition
Any gains or losses resulting from
the fluctuation in the fair value of an
Disposal of an investment
property
At the end of each quarter, an
investment property are recognised
The gains or losses realised from
independent property expert
in the income statement in the
the sale of an investment property
provides an exact assessment of the
period in which they occur and, at
are classified as “result from sales
following items:
the appropriation of profit, assigned
of investment properties” and are
-
to the available reserves.
allocated to the retained earnings
the properties, the properties by
function, and the commercial
Expenditure for works on
investment property
The commissions paid for sales,
Retail Estates NV or, where
appropriate, a real estate
The expenditure for works on
liabilities resulting from transactions
company it controls;
investment property is charged to
are deducted from the selling price
option rights over properties
the operating property result if the
in order to determine the gain or
held by Retail Estates NV or,
expenditure has no positive effect
loss realised.
where appropriate, by a real
on the expected future economic
estate company it controls, as
benefits, and is capitalised if it
• Project developments
well as the properties to which
substantially increases the expected
Under the revised IAS-40 standard,
these rights apply;
economic benefits that it brings to
project developments are included
the contract rights by which
the entity. Principally, there are two
in the investment property. If
one or more property assets
major types of expenditure:
purchased, they are valued against
are leased to Retail Estates NV
a) the cost of maintenance and
the acquisition value, including
rights over properties held by
-
-
upon the appropriation of results.
the transaction charges, and the
or, where appropriate, to a real
repairs to roofs and parking
incidental costs and non-deductible
estate company it controls, as
areas: these are charged to the
VAT.
well as the underlying property
operating property result;
After the initial recognition, the
assets.
b) costs of major transformation
projects are valued at fair value if
The experts perform their
and renovation works:
they are contracted, licensed and
assessments in accordance with
transformations are one-off
rented. This fair value is based on
national and international standards
projects that add an additional
the valuation by the real estate
and their application procedures,
function to the building or
expert after deducting the work that
including those in the field of
considerably improve the existing
is still to be performed.
the valuation of property trusts
comfort so as to increase the
A project can relate to a plot of
(according to the provisional
rental price and/or rental value.
land, a building to be demolished,
decrees, the experts reserve the right
These costs relate to materials,
or an existing building whose
to adapt the valuation in the event
fees, contracting works and
purpose is to be changed, requiring
of any amendments to the decrees).
the like. Internal management
considerable renovation work to
The fair value is defined as the most
and supervisory costs are not
realise the desired purpose.
likely value that can be reasonably
capitalised. As soon as they are
obtained between knowledgeable
commenced, such works are
and willing parties in normal selling
included in the assessed value of
• Other tangible fixed
assets
conditions. Subsequently, a transfer-
the building in question (initially
The tangible fixed assets other
tax estimate is deducted from this
on a provisional basis and then
than land and buildings, whose
value. Therefore, the fair value of
definitively following a visit by the
use is limited in time, are valued
the asset is obtained in this way,
real estate expert). Work which is
at acquisition cost, and then
in accordance with the stipulations
still to be done is deducted from
depreciated over their expected
of IAS 40. The estimated amount
the valuation; once it has been
useful life using the straight-line
of transfer taxes is valued at a flat
done, these costs are capitalised
method.
rate set at 2.5% (see note 22 –
and thus added to the fair value
In the year of the investment,
investment properties).
of the investment properties.
depreciation is recorded pro rata to
81
the number of months that the asset
• Real estate certificates
was in use.
The following annual depreciation
compliance with the prospectus
that was published at the
Valuation
and amortization percentages apply:
insurance of the real estate
certificate.
1. General principle
Retail Estates NV only invests in
Facilities, machinery
and equipment 20%
Furniture10%
Vehicles20-33%
IT equipment
33%
Standard software
33%
Tailor-made software 20-25%
If the holder of the certificates does
certificates issued for the financing
not have a material interest (more
of out-of-town retail properties.
than 75%) in a real estate certificate,
The investment properties owned
the certificates are entered, on the
by the issuer are the type of out-
closing date, at the weighted average
of-town retail properties in which
quoted price during the preceding 30
Retail Estates NV aims to invest.
Leased equipment is depreciated
days, and classified as "Non-current
Although Retail Estates NV is not the
over the contracted period of the
Financial Assets". If,on the basis of
legal owner of these properties, it
lease.
publicly available information and the
considers itself to be the economic
If there are indications that an asset
issue conditions for the real estate
beneficiary, pro rata its contractual
may have suffered an impairment
certificate, a net asset value is noted
rights in ownership. In addition, an
loss, the carrying amount is
that is substantially below the stock
investment in real estate certificates
compared with the realisable value.
market price, the aforementioned
is considered as an investment in
If the carrying amount is higher than
rule does not apply. The value is then
property pursuant to art. 2, sub. 20°
the realisable value, an impairment
limited to the net asset value.
of the Royal Decree of 7 December
loss is recognised.
2010 on property investment funds.
balance sheet and the gain or loss is
2. Ownership of material interest
(more than 75%) in certificates
issued (as of 31 March 2012, only
applicable to the “Distri-Land” real
estate certificates).
recognised in profit and loss.
The quoted price of these real estate
expenses. Gains or losses that result
When other tangible fixed assets are
sold or retired, their carrying amount
ceases to be recognised in the
Taking these considerations into
account, the certificates are classified
as investment property at their
acquisition cost, including additional
certificates, as listed on the Euronext–
from the fluctuation in the fair
• Trade accounts
receivable and other noncurrent assets
Second Market, cannot be considered
value of investment property are
as a reliable reference, given the
recognised in the income statement
limited liquidity of this real estate
and incorporated in the period
Non-current receivables are valued
certificate. Retail Estates NV’s policy is
in which they arise and, at the
on the basis of the interest rates that
to revalue its real estate certificates on
appropriation of profits, assigned to
apply on the date of acquisition. A
every closing date in function of:
the reserves available for distribution.
writedown is entered if uncertainty
a) the fair value of the investment
exists concerning the collectability of
property owned by the issuer,
the receivable at maturity.
similar to the valuation of the
company’s own properties. This
occurs on the basis of a periodic
valuation by a property expert
hired jointly by Retail Estates NV
and Immobilière Distri-Land NV.
Where one or more buildings are
sold by the real estate certificate
issuer, the sale price shall be
used as the valuation until the
distribution of the sale’s proceeds;
b) the contractual rights of the holder
of the real estate certificate in
82
Processing of coupons
1. Processing of operating result
statement and incorporated in the
• Liabilities
period in which they arise, and at
the appropriation of profits are
Provisions
As a holder of real estate certificates,
assigned to the reserves available for
A provision is taken if
Retail Estates NV has a contractual
distribution.
-
right, pro rata to the number of real
Retail Estates NV has an existing
– legally enforceable or actual –
to a share of the operating result.
• Fixed assets or groups
of assets held for sale
This result is realized by the issuer
This concerns properties for which
and is calculated by deducting
the carrying amount will primarily be
the operating and maintenance
realised by the sale of the assets and
expenses from the total rent income
not by further letting. Just like the
collected. The entire decrease or
investment properties (see above),
can be reliably estimated.
increase in value is recognised by
these assets are recognised at fair
Trade debts are presented at their
re-estimating the value of the real
value, which is the investment value
nominal value on balance sheet
estate certificate. As a result, the
less the transfer taxes.
date.
estate certificates in its possession,
coupon should not be considered as
commitment resulting from an
event in the past;
-
it is probable that an outflow of
funds will be required to settle
the commitment; and
-
the amount of the commitment
Interest-bearing borrowings are
a compensation for any reduction
• Current assets
initially recognised at cost price
in value of the issuer’s buildings.
The receivables expected within one
less the directly attributable costs.
For this reason, the entire coupon is
year are recognised at their nominal
Subsequently the interest-bearing
treated as net rental income and is
value, less write-downs for doubtful
borrowings are recognised at
classified as turnover.
or bad debts. Cash investments are
the current value of still payable
recognised either at acquisition cost
balances, whereby each difference
2. Processing of the liquidation
balance on the sale of property
or market value, taking the lower of
between the latter and the
the two. Any supplementary costs
redemption value is recognised
Whenever a particular property in
are charged directly to the income
in the income statement over the
the issuer’s portfolio is sold, it is
statement. Listed securities are
term of the loan on the basis of the
treated as follows:
valued at their quoted price.
effective interest rate method.
of any tax withholding liability,
• Shareholders’ equity
• Personnel benefits
are recognised as a realised
The capital includes the funds
Retail Estates NV provides a defined
capital gain in Retail Estates NV’s
obtained when the company
contribution pension scheme for its
accounts only for the difference
was founded and those received
employees and general manager.
between the fair value of the real
following mergers or increases of
This scheme is entrusted to a
estate certificate on the closing
capital.. The third-party charges that
fund that is independent from the
date plus the net liquidation
are directly attributable to the issue
Company. Contributions paid during
coupon, and the fair value on
of new shares are deducted from
the financial year are recognised as
the previous closing date.
the shareholders’ equity.
expenses.
-
the net proceeds, after retention
When share capital recognised as
The fair value of the real estate
equity is repurchased by the Group,
• Property result
certificate is calculated at each
the paid amount, including directly
The net rental result includes
closing date by performing a
attributable costs, is recognised
the rent, operating lease income
valuation of the certificate holder’s
as change in equity. Purchased
and other incomes related to the
contractual rights as these appear in
shares are presented as a decrease
aforementioned sources of income,
the issue prospectus. Gains or losses
in total equity. Dividends are only
minus the rent¬-related expenses,i.e.
that result from the fluctuation in
recognised as a debt when they
the negative variation in the fair
the fair value of investment property
have been approved by the General
value of buildings and the rent
are recognised in the income
Shareholders’ meeting.
payable on leased assets.
83
a fixed capital investment company.
maintenance.
• Corporate operating
costs and other current
operating income and
expenses
The charges and taxes normally
The corporate operating costs
is recorded simultaneously with a
payable by tenants on let properties
cover the fixed operating costs of
re-evaluation gain on the property
and the recovery of these expenses
the Company, which operates as a
corresponding to the market value
refer to costs that, under law or
legal, listed company and enjoys a
of the property upon merger date.
custom, are at the tenant's or
'REIT' status (vastgoedbevak). These
In principle, intermediate revisions
lessee's expense. The owner will
costs are incurred in order to obtain
of this provision for exit tax only
either charge or not charge these
transparent financial information,
take place when the rise in value
costs to the tenant according to the
to be economically comparable with
of this company’s property calls for
contractual arrangements made with
other types of investments and to
this increase. Any overvaluation
the tenant.
offer investors the opportunity of
owing to reductions in value is only
Income is valued at fair value of the
participating indirectly, in a liquid
established at the time of the actual
compensation received and entered
manner, in a diversified real estate
merger. These adjustments to the
into the income statement using the
investment. A portion of the costs
exit tax liability are recognised in the
straight¬-line method in the periods
incurred in the context of the
income statement.
to which it refers.
Company’s growth strategy are also
The recovery of property expenses
includes the revenue obtained from
charging costs for major repairs and
included in this category.
• Property charges
When this company first enters the
consolidation scope of the Group,
a provision for exit tax liabilities
Financial risk
management
The property charges are valued at
• Financial result
the fair value of the compensation
The financial result consists of the
• Interest rate risk
that has been paid or is due, and are
borrowing costs and additional
49.30% of the Group’s net assets
entered into the income statement
funding costs, such as the negative
is funded by interest-bearing debts,
using the straight-line method of the
variations in hedging instruments
which makes the Company subject
period to which they refer.
where these are not effective within
to an interest rate risk. This risk is
The technical costs include, among
the meaning of IAS 39, less the
limited as much as possible through
other things, structural and
income from investments.
the pursuing of a policy of caution.
The majority of the financial debts
occasional maintenance costs and
losses resulting from damage covered
• Income tax
are concluded at a fixed interest
by the insurance companies. The
Income tax on the profit or loss
rate, or at a variable interest rate
commercial costs include brokers’
for the year comprises current tax.
that is hedged against interest rate
commission fees. The property
Income tax is recognised in the
rises.
management costs mainly consist
income statement, except when
of the relevant personnel costs, the
related to items recognised directly to
• Financing risk
operating costs of the company’s
equity, in which case it is recognised
Long-term financing is concluded
registered offices, and fees paid
in equity. Current tax is the expected
in the form of “bullet loans”, i.e.
to third parties. Management fees
tax payable on the taxable income
loans for which the principal must
received from tenants or third
for the year, and any adjustment to
be paid back in full after a term of
parties, which partially cover the
the tax payable for previous years.
3 to 5 years. The diversification of
financing over various banks limits
management costs of the properties,
are deducted.
84
• Exit tax
the Group’s liquidity risk. The Group
Exit tax is a corporate tax on the
concludes 88% of its loans at a fixed
capital gain that arises following the
interest rate, or at a variable interest
merger of a fixed capital investment
rate which is immediately converted
company with a company that is not
to a fixed interest rate. The net
result is, therefore, only sensitive to
of the public real estate investment
the debt ratio will evolve during the
interest rate fluctuations to a limited
company.
following quarter. The board also
extent.
The general guidelines of the
discusses any deviations which may
financial plan are included in the
have occured between the estimated
• Credit risk
annual and half-yearly financial
and actual debt ratio during the
Before a new tenant is accepted,
reports. The annual and half-yearly
previous quarter.
a credit risk analysis is carried
financial reports will describe and
Given the planned investments
out on the basis of the available
justify how the financial plan has
and planned capital increases, the
information. Furthermore, rental
been implemented during the period
dividend for 2011-2012 (EUR 15.11
arrears are carefully monitored by the
under review and how the public
million), and the budgeted profit
Company. In case of non-payment,
real estate investment company will
forecast for the first quarter of 2012-
the Company generally holds a bank
implement the plan in the future.
¬2013, the debt ratio should stand
guarantee.
Segmented information
at 55.88% on 30/06/2012. Taking
• Notes 2011-2012
into account the profit forecast for
the full year, the debt ratio will stand
at 53.15% on 31/03/2013.
up 90% of the portfolio of Retail
Historical development of
the debt ratio
Estates, a breakdown by business
Since 2008-2009,the debt ratio of
acquired control of the companies
segment is not relevant. The Board
Retail Estates NV has risen above
Belgian Wood Center NV and
of Directors does not use any other
50%. In the aforementioned
Flanders Retail Invest bvba, which
segment to make its decisions.
year, the debt ratio was 56%,
are respectively developing projects
subsequently remaining stable at
in Bruges and Tongeren. During
around 53%. Throughout its history,
the financial year 2011-2012, the
the Retail Estates' debt ratio has
necessary permits were obtained
never exceeded 65%.
and the construction was started.
Since out-of-town shops make
Additional comments
on the debt ratio
development
On 31 March 2012, a total of EUR
• Principle
Long-term development of
the debt ratio
19.80 million was invested in the
Article 54 of the new Royal Decree
of 7 December 2010 on closed-end
The board considers a debt ratio
total investment will consist of the
real estate investment funds (the
of approx. 55% to be optimal for
works that have been performed,
so-called SICAFI/BEVAK) requires
the fund's shareholders in terms of
and those still to be carried out, on
publicly traded real estate investment
profitability and current earnings
the one hand, and the settlement
companies to establish a financial
per share. When assessing potential
of the variable price with respect
plan with an implementation
investments, the impact on the debt
to the shares Flanders Retail Invest
schedule when its consolidated debt
ratio is examined, and the investment
bvba and Belgian Wood Center NV
ratio exceeds 50% of consolidated
can possibly becturned down if it
on the other hand. This variable cost
assets. The financial plan describes
affects the debt ratio in a negative
depends on the evolution of the
the measures to be taken to prevent
way. Based on the current debt ratio
leases and was estimated at 10.53
the consolidated debt ratio from
of 51.08%, Retail Estates has an
million on 31 March 2012.
exceeding 65% of consolidated
investment potential of EUR 220
In accordance with the valuation
assets.
million without exceeding a debt
rules, these projects are valued at
A separate report on the financial
ratio of 65%.
fair value, minus the outstanding
plan is prepared by the auditor,
construction of these shops. The
works to be executed. On the
final completion of these projects
the method of drawing up the plan,
Short-term development of
the debt ratio
particularly as regards the economic
Every quarter, the Board of Directors
30 September 2012) and after the
bases, and that the figures contained
is presented with a prognosis of how
settlement of the variable price
confirming that the latter has verified
in this plan concur with the accounts
(which is expected no later than
with respect to the shares, they will
85
have an additional impact of 2.08%
Conclusion
on the debt ratio (this effect is
Retail Estates believes that, in
incorporated in the debt forecast as
function of
stated above).
-
Other factors influencing
the debt ratio
-
the planned capital increases, and
-
the track record with regard to
the investment fund's historical
development,
The valuation of the real estate
sales
portfolio also impacts the debt ratio.
no additional measures need to
Taking into account the current
be taken to prevent the debt ratio
capital base, a possible fall of EUR
from rising above 65%. It is the
118.81 million in the fair value of
intention of the fund to maintain
the real estate investments would
the debt ratio at around 55%. This
result in the Company exceeding
level is regularly evaluated and will
its maximum debt ratio of 65%.
be reviewed by the Board if deemed
This fall in value can result from an
necessary, owing to a change in
increase in yield (at constant rental
market or environmental factors.
values, the yield would need to rise
by 2.12% to exceed the maximum
2. Other notes
debt ratio), or a fall in rent amounts
Rounding off upwards or downwards
(at constant yields, rents would
to the nearest thousand can bring
in this case have to fall by EUR
about discrepancies between the
8.31 million). Historically, the fair
balance sheet and the income
value of the property portfolio has
statement, and the details presented
constantly risen, or at least remained
below.
stable, ever since the Company was
established. At present, there are no
indications in the market that would
point towards a rise in yields. There
are no significant vacancies in the
suburban retail market segment, and
thus no pressure on rents.
Should substantial value reductions
occur anyway, taking the debt level
above 65%, Retail Estates would be
able to sell some of its properties.
Retail Estates NV has a solid track
record in selling properties at the
assessed investment value. In 20102011, 13 properties were sold,
with an aggregated selling price of
EUR 8.64 million, and during the
past financial year,12 properties
were sold, with a net sales price of
EUR 17.87 million. Overall, these
properties were sold at their assessed
investment value.
86
Property result
• Note 1
Rental income (in 000 €)
Rent
31.03.12
31.03.11
34 994
33 526
769
749
Guaranteed income
Operational lease income
Rental discounts
Rental benefits ('incentives')
-15
Total rental income
35 762
34 261
The rise in rental income is mainly
The rental income for properties
a total of 20 months of rent-free
due to the growth of the real estate
which have remained in the portfolio
periods was granted, which is
portfolio.
for the past 3 financial years
negligible. Besides rent-free periods,
The table below indicates how much
amounts to EUR 1.33 million or
no other material incentives are given
of the rental income could potentially
4.45% (3.14% from indexation, the
when closing leases.
be lost annually, i.e. if each tenant
rest from renewals). For the past 3
that has a termination option would
years, leases were renewed or new
also effectively leave the building
leases were concluded for 18.5%
and no renewed leases were to be
of the buildings. For this part of the
concluded. This does not alter the
portfolio, the average rent items
theoretical risk of all lessees making
increased from EUR 67.15 to EUR
use of their legal right of cancellation
85.93 per m².
at the end of the current three-year
The granting of rent-free periods
period. In this circumstance, all the
is rather rare in the suburban retail
premises would by definition be
market. In the past 3 years, and out
empty within 3 years and 6 months.
of a portfolio of 450 properties,
(in 000 €)
Within one year
Between one and five years
More than five years
31.03.12
31.03.11
836
1 414
9 654
5 897
30 164
27 389
Rental agreement type
indexed annually, on the anniversary
worth 3 months' rent.
Retail Estates NV concludes
of the rental agreement.
At the start of the agreement,
commercial rental contracts for its
Taxes and levies, including property
an inventory of fixtures is drawn
buildings, for a minimum period of
tax, the insurance premium, and the
between the parties, by an
9 years, which, in most cases, can
common charges, are, in principle,
independent expert. At the expiry
be terminated after the expiry of
borne by the tenant. To guarantee
of the agreement, the tenant must
the third and the sixth year, subject
compliance with the obligations
return the hired premises in the
to a six months’ notice prior to
imposed on the tenant by virtue
state described in the inventory of
expiry date. The rents are usually
of the agreement, the tenant must
fixtures on taking up the occupancy,
due in advance on a monthly basis
provide a rental guarantee, usually
subject to normal wear and tear.
(sometimes quarterly). They are
in the form of a bank guarantee,
87
The tenant cannot transfer the
prior written permission is obtained
rental agreement or sublet the
from Retail Estates NV. The tenant is
premises fully or partially, unless
obliged to register the agreement at
his own expense.
• Note 2
Rental-related expenses (in 000 €)
31.03.12
31.03.11
-257
-290
Write down on trade receivables
-33
-126
Total rental-related expenses
-290
-416
31.03.12
31.03.11
618
605
Recharging of prelevies and taxes on let properties
2 265
2 410
Total recovery of charges and taxes normally payable by tenants on let properties
2 883
3 015
31.03.12
31.03.11
Rent for hired assets and lease costs
• Note 3
Recovery of charges and taxes normally payable by tenants on let
properties (in 000 €)
Recharging of costs payable by tenants on let properties
• Note 4
Total charges and taxes normally payable by tenants on let properties
-764
-893
Prelevy and taxes
Charges borne by the proprietor
-2 344
-2 460
Total charges and taxes normally payable by tenants on let properties
-3 108
-3 352
The standard tenancy agreements
forwarded by the owner. A number
This classification principally includes
usually provide for these expenses
of the Group’s tenancy agreements
the costs of property withholding
and taxes to be borne by the
state, however, that taxes remain
tax, insurance and utilities.
tenants, by means of charges
payable by the owner.
• Note 5
Other rental-related income and expenses (in 000 €)
31.03.12
31.03.11
Other rental-related income and expenses
-45
-39
Total other rental-related income and expenses
-45
-39
88
Property expenses
• Note 6
Technical costs (in 000 €)
31.03.12
31.03.11
Recurrent technical costs
-849
-790
Structural maintenance
-849
-790
Non-recurrent technical costs
-212
-246
Occasional maintenance
-217
-158
-46
-113
51
26
-1 062
-1 036
Claim events covered by insurance companies
Compensations received from insurance companies
Total technical costs
Structural maintenance principally
maintenance, on the other hand,
as a result of wear and tear,
covers the regular renovation of
mainly includes unforeseeable costs
uninsured accidents and vandalism.
car parks and roofs. Occasional
for the structure of the let premises,
• Note 7
Commercial costs (in 000 €)
31.03.12
31.03.11
Brokers' commissions
-24
-51
Marketing costs related to properties
-38
Lawyers' fee and legal costs
-19
Others
-17
-37
-31
-119
-99
31.03.12
31.03.11
Vacancy charges of the past year
-60
-13
Withholding tax on vacant properties
-21
-27
Total charges and taxes on unlet properties
-81
-40
Total commercial costs
• Note 8
Charges and taxes on unlet properties (in 000 €)
The costs and taxes relating to
properties under development.
Historically, the property rates have
unlet buildings include buildings
On 31 March 2012, the cost for
never been lower than 98%.
that are vacant for a limited
vacant property was 0.23% of the
period of time in the context of a
rental income received, compared
changeover between tenants, and
to 0.12% on 31 March 2011.
89
• Note 9
parties. Management fees received
These costs mainly include the costs
from the tenants are deducted, and
Management costs
for the personnel responsible for
partially cover the management cost
Management expenses are
this activity, the operating costs
of the properties.
subdivided into the costs for the
of the Company’s principal place
portfolio management, and other
of business and fees paid to third
expenses.
(in 000 €)
31.03.12
31.03.11
Office charges
-70
-53
IT
-38
-15
Others
-31
-37
Housing costs
-53
-81
Fees to third parties
-23
17
-42
Personnel expenses
Public relations, communication and advertising
-683
-739
Salaries
-385
-433
Social security
-140
-133
Pensions and other benefits
-28
-35
-131
-138
1
-5
-90
-99
-900
-1 018
31.03.12
31.03.11
6.04
7.33
Total
14.10
12.70
Average
13.20
11.90
Others
Management fees received from tenants
Taxes and regulatory fees
Depreciation charges on office furniture and IT equipment & software
Total property management costs
Personnel costs make up most of the
management costs. The table below
gives an overview of the employee
count in FTE.
Property department
90
• Note 10
Other propery charges (in 000 €)
31.03.12
31.03.11
-5
-11
Total other property charges
-5
-11
• Note 11
stock market and benefits from the
investors the opportunity to indirectly
fixed-capital property investment
participate in a diversified property
company status. These costs are
investment in a cash-equivalent
The corporate operating costs
incurred to provide transparent
manner. A part of the costs incurred
cover the fixed operating costs of
financial information, to be
in the context of the Company’s
the Company which operates as
economically comparable with other
strategy is also included under this
a legal entity that is listed on the
types of investments, and to offer
classification.
(in 000 €)
31.03.12
31.03.11
Office charges
-86
-32
IT
-51
-11
Others
-34
-21
Housing costs
-63
-44
Fees to third parties
-408
-405
Recurrent
-169
-125
-163
-121
Lawyers
Auditors
Others
-6
-4
Non-recurrent
-91
-125
Lawyers
-29
-58
Notaries
-13
-3
Consultants
Mergers and acquisitions (other than business combinations)
Public relations, communication and advertising
-49
-64
-147
-155
-67
-43
Personnel expenses
-686
-547
Salaries
-384
-309
Social security
-129
-97
Pensions and other benefits
-32
-23
Others
-141
-118
Remuneration of board of directors
-214
-186
Taxes and regulatory fees
-670
-810
-2 194
-2 067
Total operating costs
91
• Note 12
Result on disposals of investment properties (in 000 €)
31.03.12
31.03.11
Book value of sold goods
17 918
8 640
Net setting price on investment property (selling price - transaction costs)
17 868
8 645
-50
5
Total result on disposals of investment properties
In all, 12 properties were sold
suburban retail properties. Overall,
therefore, higher than the sales
during the past year for a total
the sales proceeds are in line with
prices established by the real estate
amount of EUR 17.87 million. As in
the investment values assessed
expert.
2010-2011, there has been a high
by the real estate expert and are,
demand from private investors for
• Note 13
Changes in fair value of investment property (in 000 €)
31.03.12
31.03.11
Positive change in investment property
9 746
10 871
Negative change in investment property
-350
-476
9 396
10 395
Total changes in fair value of investment property and project development
The limited variation in the fair value
tightening of yields in a number of
of the investment properties is due
top locations.
to indexation, renovations and the
• Note 14
Financial result (in 000 €)
Capitalised interest costs(1)
Interest received
Others
Total financial result
(1) Capitalised interest costs on project developments.
92
31.03.12
31.03.11
982
425
6
10
57
93
1 045
528
• Note 15
Interest charges (in 000 €)
31.03.12
31.03.11
Nominal interest on loans
-13 962
-13 071
Total interest charges
-13 962
-13 071
The weighted average interest rate
rates, or as long-term loans with
charges on loans versus rental income
amounted to 4.83 % on 31.03.2012
variable interest rates that are hedged
received, amounted to 39.04% on
and 4.97% on 31.03.2011. The
against fixed interest rates through
31 March 2012 compared to 38.62%
Company concluded almost all its
IRS (interest rate swap) contracts.
the year before.
investment loans with fixed interest
The evolution of the ratio of interest
• Note 16
Other financial charges (in 000 €)
31.03.12
31.03.11
Bank costs and other commissions
-61
-80
Total other financial charges
-61
-80
31.03.12
31.03.11
204
-92
• Note 17
Income taxes (in 000 €)
Company
1. Income taxes
35
221
-28
116
63
105
2. Result taxable at 16.5% (exit tax)
169
-314
Subsidiaries
-57
-191
1. Income taxes
-81
-405
-83
-406
2
1
24
214
147
-283
Tax rate of 33.99%
Prior year tax adjustment
Current year taxes
Prior year tax adjustment
2. Exit tax
Total income taxes
An investment fund ('bevak') is
between the carrying value after
of Retail Estates and the subsidiary
subject to corporation tax solely
depreciation in the unconsolidated
intend to merge the subsidiary with
in respect of non-tax deductible
annual accounts of these subsidiaries
the investment fund.
expenditure and abnormal benefits.
and the fair value. These deferred
Deferred taxes are booked for
taxes are booked at a rate of 16.99%
the subsidiaries on the difference
if the respective boards of directors
93
• Note 18
Number of shares and earnings per share
Movement of the number of shares
31.03.12
31.03.11
Number of shares
Number of shares
Number of shares at the beginning of the financial year
5 061 663
4 639 127
Number of shares at the end of the financial year
5 437 074
5 061 663
Number of dividend bearing shares
5 395 408
4 981 959
Weighted average number of shares for diluted earnings per share
5 317 934
4 915 380
Capital increases by Board
of Directors (as part of
authorised capital)
On 30 March 2012, the partial
The Board of Directors decided, on
Capital increases
through resolutions by
extraordinary general
meetings
16 June 2011, to use the authorised
A capital increase was approved on
purpose, the Company issued 41,666
capital to increase the Company’s
27 June 2011 as part of a partial
shares at EUR 48 per share. These
capital by EUR 4.29 million (of which
splitting of NV FUN Belgium. This
new shares participate in the profit
EUR 1.98 million in capital and EUR
involved the contribution of three
of the fiscal year starting on 1 April
2.31 million in issue premiums). This
retail premises worth EUR 12
2012 and are therefore not eligible
involved the contribution of five retail
for a dividend on the profit of the
premises, located at Kasterlee, Genk
in authorised capital and EUR 6.48
financial year 2011-2012. The capital
(Winterslag), Houthalen-Helchteren,
million in issue premium). A total
increase of EUR 937,485 will be
Jodoigne, and Zonhoven. A total of
of 245,348 new shares were issued
presented under 'Capital' and EUR
88,397 shares were issued at EUR
at EUR 48.91 per share. This issue
1,062,515 under 'Issue premium'
48.61 per share. This issue price
price was set by taking the average
Because of the above-mentioned
was set by taking the average stock
stock market price 30 days prior to
capital increases, the capital was
market price valid 30 days prior to
the issue, less the net amount of the
raised to EUR 122,336,290.20,
the issue, less the net amount of the
dividend payable on 5 July 2011. The
represented by 5,437,074 shares.
dividend payable on 5 July 2011.
new shares participate in the profit of
These newly issued shares participate
the financial year starting on 1 April
in the profit of the fiscal year starting
2011, but will not be eligible for a
on 1 April 2011, but will not be
dividend on profit in the financial
eligible for a dividend on profit in the
year 2010-2011.
financial year 2010-2011.
94
splitting of Ars NV was approved,
involving the contribution of a retail
site worth EUR 2 million. For this
• Note 19
Determining the minimum mandatory dividend payable amount
(in 000 €)
Net result (consolidated)
31.03.12
31.03.11
27 360
26 692
Transactions of non-current nature included in net result (+/-)
Depreciation (+) and reversals of depreciation (-)
Other elements of a non-current nature
Result on the sale of investment properties (+/-)
177
177
-159
226
50
-5
Changes in fair value of investment properties and project developments (+/-)
-9 396
-10 395
Net operating result
18 031
16 695
The net operating result does
capital gains on sales of investment
operating amount is required to be
not have to undergo any further
properties.
paid out.
adjustment for possible non-released
A minimum of 80% of the net
• Note 20
Calculation of earnings per share (in €)
Basic earnings per share (1)
Diluted earnings per share
(2)
Distributable earnings per share (3)
Minimum profit distribution per share
Proposed dividend per share €
Pay-out ratio
(4)
Earnings per
share
Earnings per
share
31.03.12
31.03.11
5.14
5.43
5.14
5.43
3.32
3.30
2.65
2.64
2.80
2.70
83.78%
80.57%
(1) The ordinary earnings per share are the net profit/loss as published in the income statement, divided by the weighted average number of ordinary
shares.
(2) The diluted ordinary earnings per share are the net profit/loss as published in the income statement, divided by the weighted average number of
diluted shares.
(3) The distributable earnings per share is the amount available for mandatory payment divided by the number of ordinary shares
(4) A sicafi/bevak is required to pay out at least 80% of its profit of the financial year. Retail Estates NV is paying a dividend of EUR 15.11 million, equal
to 83.78% of the net operating result.
95
• Note 21
Fixed assets - not including investment properties
Intangible fixed assets
Investment and amortisation table
(in 000 €)
Other tangible fixed
assets
31.03.12
31.03.11
31.03.12
31.03.11
At the end of the preceding financial year
Acquisitions
Transfers and disposals of assets (-)
Transfers to/from other accounts
454
60
424
30
724
226
-146
675
80
-2
-30
At the end of financial year
514
454
804
724
At the end of the preceding financial year
Balance of acquired companies
Amortisation (1)
Transfers and disposals of assets (-)
380
312
459
380
52
68
124
-142
110
-30
432
380
441
459
82
74
363
264
Acquisition value
Amortisation and impairment losses
Net book value
(1) Amortisation of non-current intangible assets and other non-current tangible assets are recognised in the income statement under ‘property
management costs’. The depreciation on cars is included under the staff costs.
• Note 22
Investment properties and assets held for sale
Investment and revaluation table
(in 000 €)
At the end of the preceding financial
year
31.03.12
31.03.11
Assets held for sale
31.03.12
31.03.11
10 778
31.03.12
Total
31.03.11
1 274
516 366
449 600
9 207
-1 639
1 526
48 462
505 588
448 326
1 526
39 255
982
425
982
425
41 397
16 665
0
-17 426
9 427
-8 820
0
10 032
-1 639
Acquisition of real estate investment
companies
Interest included in the cost of qualifying
assets
Acquisiton of investment properties
Disposal of real estate investment
companies
Disposal of investment properties
Transfers to assets held for sale
Change in fair value (+/-)
41 397
16 665
-6 415
-15 032
9 427
-7 191
-1 926
10 033
-11 011
15 032
537 472
505 588
13 159
10 778
550 631
516 366
551 289
517 767
13 488
11 047
564 777
528 814
-1 629
1 926
OTHER INFORMATIONS
Investment property at investment value
96
Investment properties are recorded
property in Belgium is subject to
applicable to the transfer of a given
at fair value, using the fair value
transfer taxes. The amount of
Belgian property before the actual
model in accordance with IAS 40.
this tax depends on the transfer
transfer has taken place.
The fair value is equal to the amount
method, the capacity of the buyer
In January 2006, all the experts
at which a building could be
and the geographical location of
involved in determining the value
traded between well-informed and
the asset. The first 2 elements, and
of Belgian property fixed capital
willing parties acting under normal
consequently the total amount of
investment firms were asked to
competitive conditions.
the taxes to be paid are, therefore,
determine a weighted average
It is determined by the independent
only known once the transfer of
percentage of the effective taxes
experts in 2 phases.
ownership has been completed. The
for the property investment
In the first phase, the experts
range of property transfer options
firms’ real estate portfolios. For
determine the investment value
and the corresponding taxes is as
transactions of properties with a
of each property, based on the
follows:
value of over EUR 2.5 million and
discounted value of the future net
-
sale agreements for real estate
in view of the range of methods
rental income.
property: 12.5% for assets
of transferring ownership (see
The discount rate used mainly
located in the Region of Brussels
above) the experts calculated the
depends on the discount rates
Capital and in the Region of
weighted average taxes at 2.5%,
applied in the property market.
Wallonia, 10% for assets located
based on a representative sample of
in the Region of Flanders;
220 market transactions that took
sale of real estate under the
place between 2003 and 2005,
buildings and the tenant on the
broker system: 5.0 to 8.0%,
worth a total of EUR 6.0 billion.
date of valuation. The future
depending on the Regions;
This percentage will be reviewed
These take account of the asset’s
location, and the quality of the
-
long-lease agreements for real
annually and, if necessary, adapted
rental income over the period of
estate property (up to 50 years
by slices of 0.5%. As regards
the rental agreement in force and
for a right of building, and up to
transactions involving buildings
the acceptable and reasonable
99 years for a long lease): 0.2%;
whose total value is lower than EUR
rents amount to the contractual
-
sale agreements for real estate
2.5 million, transfer duties of 10%
income from future rental
where the buyer is a public law
to 12.5% are applied, depending
agreements in the light of the
institution (e.g. a European
on the Region in which the premises
current conditions. This value
Union, Federal Government,
are located.
matches the price which a third
regional government or foreign
Retail Estates NV considers its
party investor (or hypothetical
government entity): exemption
property portfolio as a whole,
from duties;
which can be disposed of as a
contribution in kind of real estate
whole or unit or a limited number
rental income and of generating a
assets in return for the issue of
of larger parts. In compliance with
return on his investment.
new shares to the benefit of the
the valuation as ‘fair value’ by its
In the second phase, the experts
contributor: exemption from
real estate expert, Cushman &
deduct an estimated amount for
duties;
Wakefield, the value of this property
sale agreement for shares from a
was reduced by 2.5%, which reflects
property firm: absence of duties;
the expected transaction costs
merger, split and other company
for the disposal of this property
reorganisations: absence of
according to the valuers.
duties, etc.
During 2011-2012, real estate
hypotheses concerning rental
-
buyer) would pay to acquire the
asset with the aim of enjoying the
transfer taxes (registration taxes
-
-
and/or capital gains taxes) which
the buyer or seller must pay to
execute a transfer of ownership.
The investment value minus the
-
estimated transfer taxes is then
As a result, the effective percentage
companies were acquired for an
the fair value according to the
of the registration taxes varies from
amount of EUR 1.71 million. These
stipulations of IAS 40.
0 to 12.5%, whereby it is impossible
real estate companies had a total
The transfer of ownership of
to predict which percentage is
of EUR 0.01 million in cash. The
97
net cash flow from the purchase of
this way to EUR 10.66 million. This
real estate companies amounted in
gave a EUR 49.74 million increase in
this way to EUR 1.70 million. This
property investments, a EUR -4.81
gave a EUR 1.56 million increase in
million variation in working capital,
property investments, a EUR 0.60
and a EUR 15.69 million increase
million variation in working capital,
in financial debt. The acquisition of
and a EUR 0.46 million increase in
real estate companies was partially
financial debt. In addition, during
reimbursed through the issuance of
the past financial year, 12 properties
new shares by contribution in kind
were sold, reducing the investment
of EUR 18.57 million.
properties by EUR 17.43 million.
In addition, during the financial year
During 2010-2011, real estate
2010-2011, 13 properties were sold,
companies were acquired for an
reducing the investment properties
amount of EUR 17.66 million. These
by EUR 8.82 million.
real estate companies had a total
of EUR 7 million in cash. The net
cash flow from the purchase of
real estate companies amounted in
• Note 23
Non-current financial assets (in 000 €)
31.03.12
31.03.11
Derivative financial instruments
0
1 033
Total non-current financial assets
0
1 033
31.03.12
31.03.11
Guarantees paid in cash
21
22
Total receivables and other non-current assets
21
22
31.03.12
31.03.11
13 159
10 778
Total assets held for sale
13 159
10 778
• Note 24
Trade receivables and other non-current assets (in 000 €)
Current assets
• Note 25
Assets held for sale (in 000 €)
98
• Note 26
Trade receivables and doubtful debtors
Trade receivables (in 000 €)
Trade receivables
Invoices to be issued
Doubtful debtors
31.03.12
31.03.11
848
1 453
161
154
-741
-1 174
Income to be collected
4
Coupon real estate certificats
Distri-land
223
Others
246
4
Total trade receivables
Given the guarantees received –
to about 17% of the outstanding
both security deposits and the bank
amount on 31 March 2012, equal
guarantees requested – the credit risk
to a risk of EUR 0.015 million (after
concerning trade receivables is limited
deducting doubtful debtors).
Doubtful debtors - roll forward (in 000 €)
At the end of the previous financial year
495
682
31.03.12
31.03.11
-1 174
-1 122
From acquired companies
-12
Additions & write-backs
Write-backs
At the end of the financial year
13
-126
420
86
-741
-1 174
The provision for doubtful debtors
demonstrable reasons exist to
of the age structure of the trade
is established as follows: the
suggest that the claim cannot be
receivables.
overdue rent list is closely monitored
recovered, a provision is set up.
internally. Based on a management
Trade receivables are payable in cash.
assessment, or if obvious and
The table below shows an overview
31.03.12
31.03.11
Due < 30 days
60
223
Due 30-90 days
41
60
Due > 90 days
747
1 169
99
• Note 27
Tax receivables and other current assets (in 000 €)
31.03.12
VAT receivable
Corporate tax receivable
Recoverable witholding tax
Receivable from real estate tax
31.03.11
4
24
615
1 872
64
64
513
542
1 216
2 482
31.03.12
31.03.11
1 450
1 150
1 450
1 150
31.03.12
31.03.11
680
176
6
29
686
205
Receivable from disposals of fixed assets
Others
Total tax receivables and other current assets
• Note 28
Cash and cash equivalents (in 000 €)
Bank balances
Cash
Total cash and cash equivalents
• Note 29
Deferred charges and accrued income (in 000 €)
Withholding tax to be recovered
Other deferred charges
Other accrued income
Total deferred charges and accrued income
100
• Note 30
Share capital
(in 000 €)
Total
remaining
capital after the
transaction
(in 000 €)
Formation
-
74
3 000
3 000
Split of shares
-
74
27 283
30 283
11 237
11 311
453 291
483 574
Merger
3 255
14 566
346 638
830 212
Cash contribution
6 071
20 637
346 000
1 176 212
-5 131
15 505
-
1 176 212
Share capital evolution
Date
Transaction
12/07/1988
9/03/1998
9/03/1998
Contribution in kind
9/03/1998
9/03/1998
10/03/1999
Capital decrease (incorporation
of losses)
10/03/1999
Merger
10/03/1999
Capital decrease (incorporation
of losses)
10/03/1999
Incorporation of losses
10/03/1999
Incorporation of share premium and revaluation gain
10/03/1999
1/07/2003
31/12/2003
Public offer on real estate
certificates Distri-Land
5/11/2004
Partial incorporation of share
premium
5/11/2004
Annulment of 20 shares
10/08/2005
Merger through absorption
21/11/2006
Merger through absorption
30/11/2007
Capital
movement
Number of
created shares
Total number
of shares
1 385
16 891
283 582
1 459 794
-2 267
14 624
-
1 459 794
-174
14 451
-
1 459 794
4 793
19 244
-
1 459 794
Cash contribution
10 854
30 098
823 348
2 283 142
Cash contribution
12 039
42 137
913 256
3 196 398
4 907
47 043
372 216
3 568 614
33 250
80 294
-
3 568 614
-1
80 293
-20
3 568 594
1
80 294
130
3 568 724
10
80 303
228
3 568 952
Contribution in kind in the
context of a partial split
3 804
84 107
169 047
3 737 999
30/06/2008
1 882
85 989
83 632
3 821 631
5/09/2008
534
86 523
23 750
3 845 381
30/04/2009
5 625
92 148
250 000
4 095 381
24/11/2009
6 944
99 092
308 623
4 404 004
5/02/2010
4 380
103 472
194 664
4 598 668
31/03/2010
910
104 382
40 459
4 639 127
05/05/2010
3 288
107 671
146 135
4 785 262
21/06/2010
2 662
110 332
118 293
4 903 555
30/11/2010
2 212
112 544
98 301
5 001 856
30/11/2010
1 280
113 824
56 872
5 058 728
30/11/2010
66
113 890
2 935
5 061 663
16/06/2011
1 989
115 879
88 397
5 150 060
27/06/2011
5 520
121 399
245 348
5 395 408
30/03/2012
937
122 336
41 666
5 437 074
101
Article 6.2 of the articles of
association : Authorised capital
employees of the Company or
mentioned in the first paragraph of
a subsidiary, provided that an
this article. The Board of Directors is authorised
irreducible allocation right is granted
When capital increases carried out
to increase the share capital on one
to the existing shareholders upon the
pursuant to these authorisations
or more occasions up to a maximum
distribution of the new shares. This
entail an issue premium, the amount
amount of one hundred and thirteen
irreducible allocation right shall meet
thereof shall be allocated to a
million, eight hundred and eighty-
the requirements determined by the
non-distributable "issue premium"
nine thousand, five hundred and
real estate trust legislation and Article
reserve which shall serve, like the
forty-two euros and seventy cents (€
6.4 of these articles of association.
capital, as a guarantee to third
113,889,542.70).
This right need not be granted in the
parties, and which can only be
This authorisation is conferred on
event of a cash contribution made
reduced or abolished pursuant to
the Board of Directors for a period of
in the context of an optional stock
a decision of the general meeting,
five years, as from the publication,
dividend distribution, under the
deliberating in accordance with the
in the annexes to the Belgian State
circumstances provided by Article 6.4
conditions set forth in Article 612
Gazette, of the amendment to the
of these articles of association.
of the Company Code, without
articles of association adopted by the
Capital increases by means of
prejudice to its incorporation in the
extraordinary general meeting of 27
a contribution in kind shall be
Company's capital.
May 2011. This authorisation can be
renewed. The Board of Directors shall
requirements determined by the real
determine the price, issue premium
estate trust legislation and Article 6.4
and issue conditions for new shares,
of these articles of association. Such
unless these decisions are taken by
contributions can include a right to a
The Company can acquire or pledge
the general meeting.
dividend in the context of an optional
its own shares on the conditions
Within the above limits and without
stock dividend distribution.
provided for by law. The Company is
prejudice to mandatory provisions
Without prejudice to the
authorised to transfer the acquired
of the Company Code, the Board of
authorisation granted to the Board
shares, on or off market, under the
Directors can decide to increase the
of Directors in accordance with the
conditions determined by the Board
capital, by means of contributions
preceding paragraphs, the Board of
of Directors, without prior consent of
in cash or in kind, through the
Directors is authorised to proceed
the general meeting.
incorporation of reserves or issue
with one or more capital increases,
The Board of Directors is authorised,
premiums, with or without the
in the event of a takeover bid for
within the limits of Articles 620
issuance of new shares, on a case-
all of the Company's shares, on the
et seq. of the Company Code,
by-case basis. The Board of Directors
to decide that the Company can
is also authorised, by the general
of the Company Code, provided
acquire, pledge and transfer its own
meeting, to issue other securities,
the Company has received an
shares when such acquisition or
including but not limited to
acknowledgement of the takeover
transfer is necessary to avoid serious,
(subordinated or non-subordinated)
bid from the Financial Services and
imminent harm to the Company. This
convertible bonds, warrants, non-
Markets Authority (FSMA) within
authorisation is valid for a period of
voting shares and preferred shares
a period of three years from the
three (3) years, as from publication,
with regard to dividends and/or
extraordinary general meeting of
liquidation proceeds.
27 May 2011. If applicable, the
Gazette, of the authority granted by
Moreover, the Board of Directors
Board of Directors must respect the
the extraordinary general meeting of
is allowed to limit or remove the
irreducible allocation right provided
27 May 2011, and can be extended
preferential right granted by the
for by the real estate trust legislation.
by the general meeting for the same
Company Code to the shareholders,
Capital increases carried out by the
period of time.
including the preferential right in
Board of Directors pursuant to this
favour of one or more specifically-
authorisation will be deducted from
for a period of five (5) years
determined persons other than
the remaining authorised capital
following the extraordinary general
102
Article 6.3 of the articles of
association : Acquisition of the
Company’s own shares
1. the contributor's identity must be
meeting of 27 May 2011, to acquire,
limits of the authorised capital, the
pledge and transfer (including off
shareholders' preferential right can
disclosed in the report prepared
market) the Company's own shares
only be restricted or cancelled if an
by the Board of Directors
on the Company's behalf at a unit
pursuant to Article 602 of the
price which cannot be less than
to the existing shareholders at the
Company Code, as well as, if
85% of the closing market price
time the new shares are awarded.
applicable, in the notice of the
on the day preceding the date of
This irreducible allocation right shall
general meeting called to vote on
the transaction (acquisition, sale
meet the following requirements,
the capital increase;
or pledge) and cannot exceed
determined by the real estate trust
one hundred and fifteen percent
legislation:
than the lower of (a) a net asset
(115%) of the closing market price
1
2. the issue price cannot be less
it applies to all the newly-issued
value per share dated no more
shares;
than four months before the date
it is granted to the shareholders
of the contribution agreement
pledge), subject to the requirement
in proportion to the percentage
or, at the Company's choosing,
that the Company, at any time,
of capital that their shares
before the date of the document
cannot hold more than 20% of the
represent at the time of the
enacting the capital increase and
transaction;
(b) the average closing market
a maximum share price is
(share) price over the thirty
extend to acquisitions and transfers
announced no later than the day
calendar days preceding this
of the Company's shares by its
before the opening of the public
same date.
the transaction (acquisition, sale or
2
total outstanding shares.
These conditions and limitations also
3
subscription period;
subsidiaries within the meaning of
In this regard, it is permitted
the public subscription period, in
to deduct from the amount
the Company Code, including the
this case, lasts for at least three
indicated at point (b) above
instances in which such acquisitions
trading days.
an amount corresponding to
the first paragraph of Article 627 of
4
are made by persons acting in the
This irreducible allocation right
the portion of undistributed
name and on behalf of a subsidiary.
applies to the issuance of shares,
gross dividends of which the
new shares could be deprived,
Article 6.4 of the Articles of
Association: Capital increase
convertible bonds, and warrants.
provided the Board of Directors
It need not be granted further to a
specifically justifies in its special
Any capital increase shall meet the
cash contribution with a limitation or
report the amount of accrued
requirements of Articles 581 through
cancellation of the preferential right,
dividends to be deducted and
609 of the Company Code and of
in addition to a contribution in kind
sets forth the financial conditions
the real estate trust legislation.
in the context of the distribution of
for the transaction in the annual
The Company's capital can be
an optional stock dividend, provided
financial report;
increased pursuant to a decision of
the grant thereof is effectively open
the general meeting, deliberating
to all shareholders.
the circumstances provided in
in accordance with Article 558 and,
Article 6.6 below, the share-
if applicable, Article 560 of the
contributions in kind are subject to
exchange ratio, as well as
Company Code, or pursuant to a
the rules set forth in Articles 601 and
the associated formalities, is
decision of the Board of Directors
602 of the Company Code.
determined and communicated
within the limits of the authorised
Moreover, the following requirements
to the public, at the latest, on
capital. It is, however, forbidden for
must be met in the event of the
the working day following the
the Company to subscribe, directly or
issuance of securities following a
conclusion of the contribution
indirectly, to its own capital.
contribution in kind, in accordance
agreement, with a mention of
In the event of a capital increase
with the real estate trust legislation:
the time period within which the
3. unless the issue price or, under
by means of a cash contribution
capital increase will effectively
pursuant to a decision of the
be carried out, the document
general meeting or within the
103
4.
enacting the capital increase shall
These additional conditions are
or abolished pursuant to a decision
be drawn up within a maximum
not applicable in the event of the
of the general meeting, deliberating
period of four months; and
contribution of a right to a dividend
in accordance with the conditions
the report mentioned in point
provided to amend the articles
1 above must also make clear
dividend distribution, provided the
of association and respecting the
the effect of the proposed
grant thereof is effectively open to all
procedure provided to reduce the
contribution on the situation of
shareholders.
share capital. The issue premium
existing shareholders, in particular
If the general meeting decides to
shall serve, like the share capital, as a
their share of the Company's
require the payment of an issue
common guarantee for the benefit of
profit, the net asset value and the
premium, this amount must be
third parties.
capital, as well as the impact in
booked in a non-distributable
terms of voting rights.
reserve, which can only be reduced
• Note 31
Share premium
Share premium evolution (in 000 €)
Date
Share premium
Transaction
31.03.12
Previous financial
year
16/06/2011
33 418
2 308
27/06/2011
6 480
31/03/2012
Contribution in kind in the context of a partial split
1 063
Total share premium
43 268
• Note 32
Impact on fair value of estimated transaction duties and costs resulting from the hypothetical disposal of investment properties (in 000
€)
Amount at the end of the preceding financial year
Change during the financial year
Total Impact on fair value of estimated transaction duties and costs resulting
from the hypothetical disposal of investment properties
104
31.03.12
31.03.11
-12 449
-11 179
-1 697
-1 270
-14 146
-12 449
As stated in note 22, Retail Estates
number of specifically identified
1 April 2004, the date of the first
NV considers its property portfolio
premises are very difficult to sell
application of the IAS/IFRS standards,
as an entity that can be disposed of
with this property portfolio, because
the transfer charges that were
as a whole, or as a limited number
the nature and/or location of these
deducted from the investment value
of larger parts. In accordance
buildings mean that they would have
amounted to EUR 4.9 million. This
with valuation at ‘fair value’ from
a negative effect on the value of
amount was recognised under this
its property expert, Cushman &
the portfolio as a whole. Since the
item in the shareholders’ equity.
Wakefield, the value of the properties
individual value of these premises
was reduced by 2.5% subject to the
lies below the threshold of EUR 2.5
experts’ expected transaction charges
million, the complete transfer costs
at the disposal of the properties.
of the region concerned, amounting
According to Retail Estates, a limited
to 10% or 12.5%, are deducted. On
• Note 33
Change in fair value of financial assets and liabilities (in 000 €)
31.03.12
31.03.11
Change in fair value of interest rate swaps
-26 187
-9 096
Total change in fair value of financial assets and liabilites
-26 187
-9 096
The Group uses financial derivatives
valuation of the financial instruments
Cash flow hedging is therefore
(interest rate swaps) to hedge against
does not impact Retail Estates’ net
applied to these swaps, as a result of
interest rate risks deriving from
result. The Company classifies the
which changes in the value of these
operating, financial and investment
interest rate swaps as cash flow
swaps are recorded directly to equity
activities. Financial derivatives are
hedging, having ascertained that the
without passing through the income
initially recognised at cost price and
hedges were effective, i.e. that the
statement.
revalued to fair value on subsequent
amounts and maturities match those
The financial instruments are level 2
reporting dates.
of the underlying loan agreements.
instruments.
It should be noted that the negative
• Note 34
Other non-current liabilities (in 000 €)
31.03.12
31.03.11
26 187
10 129
1 951
2 060
28 139
12 189
Guarantees received in cash
Derivative financial instruments
Total other non-current liabilities
105
• Note 35
Trade debts and other current debts (in 000 €)
31.03.12
31.03.11
1 563
259
Invoices to be received
2 112
1 894
Taxes payable
1 765
1 590
Exit tax
3 816
4 752
430
418
9 687
8 914
31.03.12
31.03.11
122
320
42
42
164
361
31.03.12
31.03.11
973
1 167
Deferred revenues (re- invoicing)
1 008
1 093
Total accrued charges and deferred income
1 981
2 260
31.03.12
31.03.11
Bilateral loans - floating or fixed rate
257 423
261 768
Subtotal
257 423
261 768
16 215
7 177
16 215
7 177
273 638
268 945
Trade debts
Advances received from tenants
Other deferred taxes
Other current debts
Total trade debts and other current debts
• Note 36
Dividends payable
Liabilities less than 1 year with related parties
Others
Total other current liabilities
• Note 37
Deferred charges and accrued income (in 000 €)
Other accrued charges
• Note 38
Breakdown by due date of credit lines (in 000 €)
Non-current
Current
Bilateral loans - floating or fixed rate
Financial lease
Subtotal
Total
106
Breakdown by maturity of non-current financial debts
(in 000 €)
31.03.12
31.03.11
Between one and two years
25 016
19 022
Between two and five years
219 347
154 290
13 060
88 455
31.03.12
31.03.11
241 135
236 386
32 503
32 558
31.03.12
31.03.11
66 900
20 500
Breakdown by the floating or fixed-rate nature of the loans
(in 000 €)
Floating rate loans
Fixed rate loans
Retail Estates has the following unused credit facilities (in 000 €)
Expiring within one year
Expiring after one year
Estimate of the future interest burden
Total future interest burden
31.03.12
31.03.11
Within one year
13 208
13 045
Between one and five years
30 503
38 483
1 463
5 269
45 174
56 797
Total
Non-current and current
financial debts
Interest burden analysis interest sensitivity
are financed this way. In this manner,
88% of the loans with a floating rate
The degree to which Retail Estates
substantial impact on the total result.
are fully hedged by interest rate swap
can finance itself significantly impacts
In principle, Retail Estates has an
contracts that swap the floating
its profitability. Property investment
agreement with its banks for a debt
interest rate against fixed interest
generally entails a relatively high
covenant of 60%.
rates. See note 40.
level of debt financing. To optimally
The estimate of future interest takes
limit this risk, Retail Estates applies a
account of the debt position on
relatively cautious and conservative
31.03.2012 and of interest hedges
strategy. Debts all take the form
under current contracts. For the EUR
of long-term loans, financed with
24.38 million unhedged portion
various banks.
of the debts, the Euribor rate on
All debts are financed at fixed
31.03.2012 + banking margin is
interest rates. Whenever a loan is
applied.
concluded at a variable interest rate,
a rise in the interest rate has no
it is immediately converted into a
fixed interest rate. 88% of credits
107
• Note 39
Financial assets and liabilities
1. Overview
Total
At 31 March 2012
Assets or liabilities at fair
value through
the income
statement
Loans and
receivables
Liabilities at
amortised
cost price
ASSETS
F.
I.
Trade receivables and other non-current
assets
21
21
495
495
Current financial assets
D.
Trade receivables
E.
1.216
1 216
F.
1.450
1 450
3.182
0
3 182
Liabilities
Non-current financial liabilities
B.
C.
Other non-current financial liabilities
257.423
26.187
257 423
26 187
1 952
Current financial liabilities
B.
D.
E.
Total financial liabilities
108
16.215
16 215
9.687
9 687
164
164
309.676
26 187
285 441
Total
Assets or liabilities at fair
value through
the income
statement
1 033
1 033
At 31 March 2011
Loans and
receivables
Liabilities at
amortised
cost price
ASSETS
F.
I.
Trade receivables and other non-current
assets
22
22
Current financial assets
D.
Trade receivables
682
682
E.
2 482
2 482
F.
1 150
1 150
5 369
1 033
4 336
Liabilities
Non-current financial liabilities
B.
C.
Other non-current financial liabilities
261 768
12 189
261 768
12 189
Current financial liabilities
B.
7 177
7 177
D.
8 914
8 914
E.
361
Total financial liabilities
290 409
361
12 189
278 220
2. Recognition
interest rates, EUR 216.76 million
fixed-rate debts at carrying value
Given the short-term nature of the
are hedged by interest rate swap
and at fair value at the end of the
trade receivables and payables, the
contracts.
2011-2012 financial year. Here, the
fair value is approximately close to
The fixed interest rates at which
fair value of the fixed-rate debts
the nominal value of these financial
these long-term debts were originally
is estimated by discounting their
assets and liabilities. On 31 March
concluded in most cases no longer
future cash flows at an interest rate
2012, Retail Estates had EUR 241.14
correspond to prevailing money
that reflects the Group’s credit risk.
million of financial debts at variable
market rates, leading to a difference
The fair value is mentioned in the
interest rates and EUR 31.87 million
between their carrying values and
following table, the carrying value is
of financial debts at fixed interest
their fair values. The following table
the nominal value.
rates. Of the debts at variable
compares the total amount of the
31.03.12
Financial debts at fixed interest rate
Carrying value
Fair value
31.875
33.208
109
• Note 40
The method for determining the
ratio analysis. The ratio must lie
effectiveness of the hedge is as
between 80 and 125.
Financial instruments
follows:
The market value of the interest
Retail Estates classifies interest rate
Prospective test: at the end of each
rate swap was K EUR -26,187 on 31
swaps as a cash flow hedge and the
quarter, an examination is made
March 2012. It is established on a
fact that the hedging was effective
to establish whether the future
quarterly basis by the issuing financial
is ascertained. Cash flow hedge
still indicates a match between the
institution and is verified by ourselves
accounting is, therefore, applied
interest rate swap and the underlying
through discounting the future
to these swaps. On this basis, the
financial obligation.
contractual cash flows using identical
changes in the value of these swaps
Retrospective test: the interest paid
interest rate curves.
are recognised directly in the equity
on the underlying financial obligation
capital and are not included in the
is compared with the floating interest
income statement.
cash flow from the swap based on
The fair value of liabilities to
banks at the reporting date
(in 000 €)
31.03.12
31.03.11
Assets
Liabilities
Assets
Liabilities
0
26 187
1 033
10 129
Interest Rate Swap
The fair values of the instruments are
Fortis Bank in a notional amount
4.60 % against 3 month Euribor,
determined through the sole use of
of KEUR 13,000 at a fixed interest
from May 2007 to February 2015.
data observable for the instrument
rate of 4.07 % against 3 month
(either directly or indirectly). These,
Euribor, from March 2007 to
in a notional amount of KEUR
September 2013.
10,000 at a fixed interest rate of
however, are not listed prices in
active markets and, therefore, the
5) Interest rate swap at KBC Bank in
10) Interest rate swap at Belfius Bank
IRS instruments belong to level 2 of
a notional amount of KEUR 5,000
from October 2008 to October
the fair value hierarchy as defined in
at a fixed interest rate of 4.08 %
2013.
IFRS 7.
against 3 month Euribor, from
March 2008 to March 2018.
Overview of swaps:
1) Interest rate swap at KBC Bank
6) Interest rate swap at BNP Paribas
2.315% against 3 month Euribor,
of KEUR 10,000 at a fixed interest
from March 2010 to September
37,000 at a fixed interest rate
2014.
of 4.0475 % against 3 month
Euribor, from July 2007 to July
Euribor, from December 2006 to
2017.
December 2016.
from March 2010 to December
of KEUR 9, 916 at a fixed interest
2015.
March 2013.
from August 2007 to July 2015.
at a fixed interest rate of 4.39 %
against 3 month Euribor, from
at a fixed interest rate of 4.2075
January 2008 to August 2014.
% against 3 month Euribor, from
110
October 2007 to December 2016.
from May 2010 to March 2017.
from January 2011 to April 2014.
of 3.685% against 3 month
Euribor, from November 2013 to
from June 2012 to September
November 2018.
2017.
from June 2012 to June 2017.
22) Interest rate swap at ING Bank
Bank in a notional amount of
KEUR 12,580 at a fixed interest
rate of 3.89% against 3 month
from December 2011 to June
Euribor, from November 2011 to
December 2023.
2016.
16) Interest rate swap at Belfius
November 2016.
17) Interest rate swap at Belfius
of 2.3225% against 3 month
Euribor, from July 2011 to
Euribor, from September 2012 to
December 2015.
September 2017.
• Note 41
Related parties
The Company’s related parties are its
of the Board of Directors/executive
subsidiaries, directors and members
officers.
Directors and members
of the Board of Directors/
executive officers
The Board of Directors’ and executive
the corporate operating costs (see
officers’ remuneration is entered in
note 11)
(in 000 €)
31.03.12
31.03.11
Directors
414
386
Total
414
386
Executive officers and directors do
Retail Estates has no Executive
not receive any other benefits from
Committee. These amounts are all
the Company.
short-term benefits.
111
• Note 42
Auditor’s fee (ex VAT)
31.03.12
Remuneration of the auditor for the audit assignment
103
Remuneration for exceptional duties or special assignments
- Other audit assignments
- Tax consultancy assignments
- Other assignments outsite the audit assignment
• Note 43
Acquired real estate
companies and property
investments
Disposal of real estate
companies and real estate
investments
5
0
Law on company continuity O’Cool
The frozen food chain O'Cool has
demanded protection from creditors
Per 31.03.2011
calling upon the law on company
During the past financial year, 13
continuity. O'Cool has 110 stores in
Per 31.03.2011
properties were sold, reducing the
Belgium, out of which 10 are rented
The purchases and own developments
investment properties by EUR 8.64
from Retail Estates NV. The total rental
in the 2010-2011 financial year resulted
million. Rental income fell by EUR 0.37
income of these 10 stores amounts to
in a EUR 39.42 million increase in
million as a result of this divestment. If
approximately EUR 800,000. The 10
investment assets and a EUR 2.35 million
these sales had taken place on 1 April
stores are located in prime locations
increase in total rental income. If these
2010, rental income would have been
in major clusters. As of 31 March
acquisitions had taken place on 1 April
EUR 0.76 million lower.
2012 there are no payment arrears in
2010, rental income would have risen by
relation to O'Cool.
EUR 2.74 million.
Per 31.03.2012
The operating result rose by EUR 2.02
During the past financial year, 12
Off-balance sheet obligations
million as a result of these investments.
properties were sold, reducing the
investment properties by EUR 17.43
acquired control of the companies
Per 31.03.2012
million. Rental income fell by EUR 0.67
Belgian Wood Center NV and
The purchases and own developments
million as a result of this divestment. If
Flanders Retail Invest bvba, which
in the 2011-2012 financial year resulted
these sales had taken place on 1 April
are developing projects in Bruges
in a EUR 25.92 million increase in
2011, rental income would have been
and Tongeren, respectively. During
investment assets and a EUR 1.11 million
EUR 1.05 million lower.
the financial year of 2011-2012, the
increase in total rental income. If these
acquisitions had taken place on 1 April
necessary permits were obtained and
• Note 44
2011, rental income would have risen by
EUR 2.55 million.
The operating result rose by EUR 0.96
the construction started. On 31 March
2012, a total of EUR 19.80 million was
Events after balance sheet
date
million as a result of these investments.
invested in the construction of these
shops. The total investment will consist
of the works performed and still to be
Acquisition of NV Infradis Real
carried out on the one hand, and the
Estates
settlement of the variable price with
Control over NV Infradis Real Estate
respect to the shares Flanders Retail
was acquired on 26 April 2012.
Invest bvba and Belgian Wood Center
This company owns two properties,
NV on the other hand. This variable
located in Zaventem and Namur.
cost depends on the development of
the leases, and is estimated at EUR
10.53 million on 31 March 2012.
112
3. Statutory auditor’s report to the shareholder’s meeting on the
consolidated financial statements for the year closed on 31 March 2012
To the shareholders
profit (group share) for the year,
have considered internal control
amounting to EUR 27.360 (000).
relevant to the Group’s preparation
As required by law and the
The Board of Directors of the
and fair presentation of the
Company’s articles of association,
Company is responsible for the
consolidated financial statements in
we are pleased to report to you on
preparation of the consolidated
order to design audit procedures that
the audit assignment which you have
financial statements. This
are appropriate in the circumstances
entrusted to us. This report comprises
responsibility, among other things,
but not for the purpose of expressing
our opinion on the consolidated
includes: designing, implementing
an opinion on the effectiveness of
financial statements and the required
and maintaining internal control
the Group’s internal control. We have
additional comment.
relevant to the preparation and the
assessed the basis of the accounting
fair presentation of consolidated
policies used, the reasonableness
financial statements that are free
of accounting estimates made by
from material misstatement, whether
the Company and the presentation
due to fraud or error, selecting and
of the consolidated financial
applying appropriate accounting
statements, taken as a whole.
We have audited the accompanying
policies, and making accounting
Finally, the Board of Directors and
consolidated financial statements of
estimates that are reasonable under
responsible officers of the Company
Retail Estates SA/NV, Public Belgian
the circumstances.
have replied to all our requests for
Real Estate Investment Fund (“the
Our responsibility consist of
explanations and information. We
Company”) and its subsidiaries
expressing an opinion on these
believe that the audit evidence we
(jointly “the Group”), prepared
consolidated financial statements on
have obtained provides a reasonable
in accordance with International
the basis of our audit. We conducted
basis for our opinion.
Financial Reporting Standards as
our audit in accordance with the
In our opinion, the consolidated
executed by the Royal Decree of
legal requirements and auditing
financial statements give a true and
7 December 2010, with respect
standards applicable in Belgium, as
fair view of the group’s financial
to public real estate investment
issued by the “Institut des Réviseurs
position as of 31 March 2012, and
trusts. Those consolidated
d’Entreprises/Instituut van de
of its results and its cash flows for
financial statements comprise the
Bedrijfsrevisoren”. Those standards
the financial year, in accordance with
consolidated balance sheet as on
require that we plan and perform the
International Financial Reporting
31 March 2012, the consolidated
audit in such a way as to ensure that
Standards as executed by the
income statement, the consolidated
the consolidated financial statements
Royal Decree of 7 December 2010
statement of comprehensive
are free from material misstatement.
with respect to public real estate
income, the consolidated statement
In accordance with these standards,
investment trusts.
of changes in equity and the
we have performed procedures to
consolidated cash flow statement
obtain audit evidence of the amounts
for the financial year then ended on
and disclosures in the consolidated
that date, as well as the summary
financial statements. The procedures
of significant accounting policies
selected depend on our judgment,
and other explanatory notes. The
including the assessment of the
consolidated balance sheet shows
risks of material misstatement of the
total assets of EUR 544.944 (000)
consolidated financial statements,
and the consolidated income
whether due to fraud or error. In
statement shows a consolidated
making those risk assessments, we
Unqualified audit opinion
on the consolidated
financial statements
113
Additional comment
The preparation and the assessment
of the information that should be
included in the directors’ report on
the consolidated financial statements
is the responsibility of the Board of
Directors.
Our responsibility is to include, in
our report, the following additional
comment which does not change the
scope of our statement regarding the
consolidated financial statements:
-
The directors’ report on the
consolidated financial statements
includes the information required
by law and is in agreement
with the consolidated financial
statements. However, we are
unable to express an opinion
on the description of the
principal risks and uncertainties
confronting the Group, or on
the status, future evolution,
or significant influence that
certain factors may have on
its future development. We
can, nevertheless, confirm that
the information given is not in
obvious contradiction with any
information obtained in the
context of our appointment.
Diegem, 23 May 2012
The statutory auditor
DELOITTE Bedrijfsrevisoren / Reviseurs
d’Entreprises
BV o.v.v.e. CVBA / SC s.f.d. SCRL
Represented by Rik Neckebroeck
114
4. Statutory income statement
31.03.12
31.03.11
34 154
30 028
-303
-393
33 851
29 635
2 737
2 489
-2 919
-2 745
-42
-27
33 627
29 352
Technical costs
-926
-997
Commercial costs
-105
-85
-78
-26
-247
-570
Rental income
Rental related expenses
Net rental income
Recovery of property expenses
Recovery of charges and taxes normally payable by tenants on let properties
Charges and taxes normally payable by tenants on let properties
Other rental related income and expenses
Property result
Charges and taxes on unlet properties
-11
Property Charges
-1 355
-1 689
Operating property result
32 272
27 663
-1 880
-1 547
30 392
26 116
-99
54
9 614
8 366
39 907
34 537
Other current operating income and expenses
Operating result before result on the portfolio
Result on disposals of investment property
Result on sales of other non financial assets
Changes in fair value of investment properties
Operating result
Financial income
Interest charges
Other financial charges
Financial result
Result before taxes
Taxes
Net Result
2 019
2 798
-14 319
-12 849
-43
-499
-12 343
-10 550
27 564
23 987
173
221
27 737
24 208
115
5. Statutory balance sheet
ASSETS (in 000 €)
31.03.12
31.03.11
537 071
515 964
Intangible fixed assets
82
74
515 663
453 158
363
264
20 945
62 449
18
19
Current assets
20 197
7 525
13 159
0
Trade receivables
3 362
618
Non-current assets
Goodwill
Other tangible fixed assets
Trade receivables and other non-current assets
2 136
5 874
884
605
Deferred charges and accrued income
655
428
557 269
523 490
TOTAL ASSETS
116
31.03.12
31.03.11
242 241
229 989
Capital
121 174
112 989
Share premium
43 268
33 418
Reserves
50 061
59 374
Net result of the financial years
27 737
24 208
Liabilities
315 028
293 500
Non-current liabilites
283 610
266 712
257 423
256 583
257 423
256 583
26 187
10 129
Current liabilities
31 418
26 788
13 473
2 804
13 473
2 804
15 825
21 565
Provision
Credit institutions
Financial lease
Credit institutions
Financial lease
Accrued charges and deferred income
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES
164
300
1 955
2 120
557 269
523 490
117
QUALITY
Retail Estates NV is committed to
quality in all areas, both operational
and financial, and enjoys the full
support of its employees and directors
14
Employees
PERMANENT
DOCUMENT
1. General
information
• Company number
on savings under article 439 of the
The company has been entered
Companies Code.
in the register of legal persons
under the company number
• Duration
0434 797 847.
Social purpose and investment policy
The official name of the
• Legal form, establishment, publication
• Social purpose and
investment policy
company is Retail Estates NV
The public limited company “Retail
“Vastgoedbeleggingsvennootschap
Estates – Vastgoedbevak naar
met Vast Kapitaal naar Belgisch recht”
Belgisch recht” was established
or “Vastgoedbevak naar Belgisch
by a legal instrument executed by
”The company's purpose is to
recht” (i.e. Real estate investment
the civil notary Urbain Drieskens
collectively investment in real estate,
company with a fixed capital,
at Houthalen on 12 July 1988
by using funds obtained from the
according to Belgian law).
and subsequently published in the
public, as defined in the ’sicafi/
appendix to the Belgian Official
bevak’ legislation.
Gazette on 29 July 1988 under
Consequently, the company shall
The registered office of the company
number 880729-313.
primarily invest in real estate,
is located at Industrielaan 6, 1740
The articles of association were
as defined in the ‘sicafi/bevak’
Ternat, Belgium. Under article 2
most recently amended by means
legislation, namely:
of the articles of association, the
of a notarised record drawn up on
1. real estate property as defined in
registered office of the company may
30 March 2012, by Eric Spruyt, civil
Articles 517 et seq. of the Civil
be relocated to any place in Belgium
notary established at Brussels, and
Code and rights in rem to real
following a decision by the Board of
lodged with the Clerk of the Brussels
Directors, without the need to amend
Commercial Court.
the articles of association.
The company makes a public call
Identicifation
• Name
• Registered office
120
Article 3 of the articles of
association:
property;
2. voting shares issued by real
estate companies over which
the company exercises joint or
management, exchange, sale,
in order to ensure an adequate
exclusive control;
subdivision, and subjection to joint
allocation of risk. The company can
3. option rights to real property;
ownership of the property described
hold non-committed liquid assets.
4. shares of public or institutional
above, acquire a stake, by means
The liquid assets can be held in all
‘sicafis’, provided that joint or
of a merger or otherwise, in any
currencies, in the form of demand
exclusive control is exercised over
company whose purpose is similar or
and term deposits, as well as all
institutional sicafis;
complementary to its own (including
easily convertible money market
5. shares of foreign undertakings for
a stake in a controlled subsidiary
instruments.
collective investment in real estate,
that provides services to the lessors
In addition, the company can
under the circumstances provided
of real property of the sicafi and/or
engage in transactions involving
for by the sicafi legislation;
of its subsidiaries) and, in general,
hedging instruments, provided
6. real estate certificates, within the
carry out all transactions relating
the latter are carried out for the
meaning of Article 5 § 4 of the
directly or indirectly to its corporate
sole purpose of hedging the
Act of 16 June 2006;
purpose.
interest rate and exchange risk,
The company cannot act as a real
expressly excluding any speculative
granting finance leases to
estate developer, unless it only
transactions.
the company for one or more
does so on an occasional basis.
The company and its subsidiaries
properties, or conferring other
The company can grant mortgages
can let one or more properties under
analogous rights of use.
or other forms of security, as well
finance leases. Such finance leases,
Within the limits of its investment
as extend loans to, and serve as a
with a purchase option, can only
policy, as defined in Article 4 of
guarantor for, a subsidiary, within
be granted on a subsidiary basis,
these articles, and in accordance
the limits of the sicafi legislation.
unless the properties in question are
with the sicafi legislation,
On a temporary or subsidiary basis,
intended to be used in the public
the company can engage in
the company can invest in securities
interest (in which case, this activity
the acquisition, renovation,
which are not real estate. Such
can form part of the company's
improvement, lease, sublease,
investments shall be diversified
main business).
7. rights arising from agreements
Retail Estates SA
annual report 2012
PERMANENT DOCUMENT
121
In general, the company is obliged
• Financial year
shall be sent to holders of registered
to carry out all of its activities and
The financial year of the company
shares, other holders of securities
transactions in accordance with the
shall start on 1 April and end on
who have fulfilled the formalities
rules and within the limits provided
31 March of each year. The first
prescribed by the Companies Code
for by the sicafi legislation and any
financial year as a real estate
and to any person who request
other applicable legislation.”
investment company ran from 1
them. They shall also be obtainable
April 1998 to 31 March 1999.
at the registered office of the
Article 4 of the articles
of association:
company.
“In order to ensure an adequate
• Inspection
of documents
allocation of the investment risk, the
The non-consolidated and
company shall invest in real property
consolidated annual accounts,
The legal regime for a real estate
intended primarily for retailing,
articles of association, annual
investment company
located in the suburbs, with a surface
reports and other information
The real estate investment company
area, in general, ranging from five
disclosed publicly to shareholders
system was established by the Royal
hundred square meters (500 m²) to
may be obtained free of charge
Decree of 7 December 2010, which
ten thousand square meters (10,000
at the registered office of the
superseded all previous texts.
m²). The real property shall be located
company. The non-consolidated and
The concept of an investment
throughout Belgium and possibly in
consolidated annual accounts and
company with fixed capital is akin to
other Member States of the European
the supplementary reports shall be
a Real Estate Investment Trust (USA)
Union.
lodged with the National Bank of
or an Investment Institution (the
A maximum of ten percent (10%)
Belgium. The articles of association
Netherlands).
of the company's assets can be
may be obtained from the Clerk of
The intention of lawmakers was for
invested in real estate whose main
the Brussels Commercial Court or on
a real estate investment company
activity does not meet the above-
the website www.retailestates.com.
to guarantee optimum transparency
mentioned criteria. For the purposes
Notices convening general meetings
of real estate investments and to
of this article, retailing is understood
shall be published in the appendices
assure a maximum disbursement of
to mean: both commercial services,
to the Belgian Official Gazette and
cash flow, while allowing investors
and retail with individuals and / or
in the newspaper De Standaard. The
to enjoy numerous benefits. Our
retailers that takes place in a shop or
convening notices and all relevant
real estate investment company
showroom.”
documents shall simultaneously
is regulated by the FSMA, and is
be made available on the website
subject to some specific regulations,
at www.realestates.com/Investor
of which the most important are:
relations.
- the legal status must be that of
Legal regime
All press releases and other financial
a private limited company or a
information published by Retail
partnership limited by shares,
Estates NV may be viewed on the
with a minimum capital of EUR
same website.
1,250,000;
The annual reports of the company
- indebtedness must be limited to
65%;
122
company are subject to a 16.995%
à capital fixe publique de droit
fair value (real value) without a
tax over the unrealised gains and
belge" or "SICAF immobilière
possibility of write-downs;
tax-free reserves, i.e. the 'exit tax',
publique de droit belge" /
plus a supertax at the prevailing
"Vastgoedbeleggingsvennotschap
rate.
met vast kapitaal naar Belgisch
- the portfolio must be stated at
- independent experts must make
an annual estimate of the real
estate assets, which must be
recht" or "Vastgoedbevak naar
three quarters of each financial
2. Articles of
association
year;
The articles of association
this mention.
were completely revised by an
The company has made a public
extraordinary general meeting held
offering within the meaning of
on 27 May 2011, as a result of
Article 438(1) of the Company Code.
more than 20% of the assets may
the new Royal Decree concerning
The company is an undertaking
be invested in one and the same
real estate investment companies
for collective investment in a fixed
real estate complex;
published on 7 December 2010,
number of transferable securities,
and the Act of 20 December 2010
subject to the statutory framework
concerning the exercising of certain
governing closed-end investment
rights by shareholders of listed
companies set forth in Article 19 of
companies.
the Act of 20 July 2004 on certain
updated at the end of the first
- at least 80% of the current result
must be paid out as a dividend;
- the risk must be spread, i.e. not
- virtually complete exemption from
corporation tax;
- an advance levy (currently 21%)
must be deducted from the
as natural persons are concerned,
who acquired the shares as part of
the management of their private
property;
- there must be a stock exchange
issued by the company shall contain
forms of collective management of
payable dividend. This is by way of
discharge of obligations, insofar
Belgisch recht") and all documents
Corporate form name - registered
office - corporate
purpose - term of
existence
investment portfolios. The company
has opted to invest in real estate, as
mentioned in Article 7(1)(5) of the
aforementioned act.
The company is subject to the
relevant provisions of the Act of
20 July 2004 on certain forms of
listing;
Article 1: Corporate form
and name
collective management of investment
additionally, the real estate
The company takes the form
decrees implementing the act, which
investment company may place
of a limited liability company
are applicable to public undertakings
assets in securities;
under Belgian law with the name
for collective investment in a fixed
"Retail Estates". This name shall
number of transferable securities,
of the real estate investment
be immediately followed by the
investing in the category of assets
company be given the status of an
words "public closed-end real
mentioned in Article 7(1)(5) of
institutional real estate investor.
estate investment company under
the act (real estate) (this act and
The objective of all these rules
Belgian law" or "Public real estate
its implementing decrees are
is to limit risks. Companies that
SICAF under Belgian law" ("Société
hereinafter referred to as the "sicafi
merge with a real estate investment
d'investissement immobilière
legislation").
- the activity must be confined
to real estate investments;
- possibility to request that branches
portfolios, as well as to the royal
Retail Estates SA
annual report 2012
PERMANENT DOCUMENT
123
Article 2: Registered office
The registered office is located at 6
control is exercised over
can grant mortgages or other forms
institutional sicafis;
of security as well as extend loans
5. shares of foreign undertakings for
to, and serve as a guarantor for, a
Industrielaan, 1740 Ternat.
collective investment in real estate,
subsidiary, within the limits of the
The registered office can be
under the circumstances provided
sicafi legislation.
transferred to any other location
for by the sicafi legislation;
On a temporary or subsidiary basis,
in Belgium, pursuant to a decision
6. real estate certificates, within the
the company can also invest in
of the Board of Directors, which
meaning of Article 5 § 4 of the
securities which are not real estate.
complies with the applicable
Act of 16 June 2006;
Such investments shall be diversified
legislation on the use of languages,
7. rights arising from agreements
in order to ensure an adequate
without an amendment to these
granting finance leases to
allocation of risk. The company can
articles being required.
the company for one or more
hold non-committed liquid assets.
The Board of Directors can also
properties or conferring other
The liquid assets can be held in all
establish administrative offices,
analogous rights of use.
currencies, in the form of demand
places of business, branches and
Within the limits of its investment
and term deposits, as well as all
subsidiaries, both in Belgium and
policy, as defined in Article 4 of
easily convertible money market
abroad.
these articles, and in accordance
instruments.
with the sicafi legislation,
In addition, the company can
Article 3: Corporate purpose
the company can engage in
engage in transactions involving
The company's purpose is the
the acquisition, renovation,
hedging instruments, provided
collective investment in real estate
improvement, lease, sublease,
the latter are carried out for the
using funds obtained from the
management, exchange, sale,
sole purpose of hedging the
public, as defined in the sicafi
subdivision, and subjection to joint
interest rate and exchange risk,
legislation.
ownership of the property described
expressly excluding any speculative
Consequently, the company shall
above, acquire a stake, by means
transactions.
primarily invest in real estate, as
of a merger or otherwise, in any
The company and its subsidiaries
defined in the sicafi legislation,
company whose purpose is similar or
can let one or more properties under
namely:
complementary to its own (including
finance leases. Such finance leases,
1. real property as defined in Articles
a stake in a controlled subsidiary
with a purchase option, can only
517 et seq. of the Civil Code and
that provides services to the lessors
be granted on a subsidiary basis,
rights in rem to real property;
of real property of the sicafi and/or
unless the properties in question are
of its subsidiaries) and, in general,
intended to be used in the public
estate companies over which
carry out all transactions relating
interest (in which case, this activity
the company exercises joint or
directly or indirectly to its corporate
can form part of the company's
exclusive control;
2. voting shares issued by real
purpose.
main business).
3. option rights to real property;
The company can act as a real estate
In general, the company is obliged
4. shares of public or institutional
developer, provided it only does so
to carry out all of its activities and
on an occasional basis. The company
transactions in accordance with the
sicafis, provided joint or exclusive
124
rules and within the limits provided
Article 5: Term
the extraordinary general meeting of
for by the sicafi legislation and any
The company is incorporated for an
27 May 2011. This authorisation can
other applicable legislation. indefinite term.
be renewed. The Board of Directors
Article 4: Investment policy
• Capital - shares
In order to ensure an adequate
allocation of the investment risk, the
shall determine the price, the issue
premium, and the issue conditions
for new shares, unless these
Article 6: Capital
company shall invest in real property
decisions are taken by the general
meeting.
intended primarily for retailing,
1. Share capital
Within the above limits, and without
located in the suburbs, with a
The company's share capital is fixed
prejudice to mandatory provisions
surface area ranging in general from
at one hundred and twenty two
of the Company Code, the Board of
five hundred square meters (500
million, three hundred and thirty-
Directors can decide to increase the
m²) to ten thousand square meters
six thousand, two hundred and
capital, by means of contributions
(10,000 m²). The real property shall
ninety euros, and twenty cents (EUR
in cash or in kind, the incorporation
be located throughout Belgium and
122,336,290.20).
of reserves or issue premiums,
possibly in other Member States of
The capital is divided into five
with or without the issuance of
the European Union.
million, four hundred and thirty-
new shares, on a case-by-case
At the most, ten percent (10%)
seven thousand, and seventy-four
basis. The Board of Directors is also
of the company's assets can be
(5,437,074) shares, without par
authorised, by the general meeting,
invested in real estate whose main
value, each of which represents
to issue other securities, including,
activity does not meet the above
an equal share of the capital. The
without limitation, (subordinated
mentioned criteria. For the purposes
capital is paid up in full.
or non-subordinated) convertible
of this article, retailing is understood
bonds, warrants, non-voting shares,
to mean: both commercial services,
2. Authorised capital
and preferred shares with regard
and retail with individuals and / or
The Board of Directors is authorised
to dividends and/or liquidation
retailers that takes place in a shop or
to increase the share capital on
proceeds.
showroom.
one or more occasions, up to a
Moreover, the Board of Directors
maximum amount of one hundred
is allowed to limit or remove the
and thirteen million, eight hundred
preferential right granted by the
and eighty-nine thousand, five
Company Code to the shareholders,
hundred and forty-two euros, and
including those in favour of one
seventy cents (EUR 113,889,542.70).
or more persons other than the
This authorisation is conferred on
employees of the company or a
the Board of Directors for a period
subsidiary, provided an irreducible
of five years, as from the publication
allocation right is granted to the
existing shareholders upon the
Gazette of the amendment to the
distribution of new shares. This
articles of association, adopted by
irreducible allocation right shall meet
Retail Estates SA
annual report 2012
PERMANENT DOCUMENT
125
the requirements determined by the
Capital increases carried out by the
or transfer is necessary to avoid
sicafi legislation and Article 6.4 of
Board of Directors pursuant to this
serious, imminent harm to the
these articles of association.
authorisation will be deducted from
company. This authorisation is valid
This right need not be granted in
the remaining authorised capital,
for a period of three (3) years, as
the event of a contribution of cash
mentioned in the first paragraph of
from the publication in the annexes
made in the context of an optional
this article.
to the Belgian State Gazette of
dividend distribution, under the
When capital increases carried out
the authority granted by the
circumstances provided by Article
pursuant to these authorisations
extraordinary general meeting of 27
6.4 of these articles of association.
entail an issue premium, the amount
May 2011, and can be extended by
thereof shall be allocated to a
the general meeting for the same
a contribution in kind shall be
non-distributable "issue premium"
period of time.
reserve which shall serve, like the
The Board of Directors is
requirements determined by the
capital, as a guarantee to third
authorised, for a period of five (5)
sicafi legislation and Article 6.4 of
parties, and which can only be
years following the extraordinary
these articles of association. Such
reduced or abolished pursuant to
general meeting of 27 May 2011,
contributions can include a right
a decision of the general meeting,
to acquire, pledge and transfer
to a dividend in the context of an
deliberating in accordance with the
(including off market) the company's
optional stock dividend distribution.
own shares on the company's
Without prejudice to the
of the Company Code, without
behalf, at a unit price which cannot
authorisation granted to the Board
prejudice to its incorporation in the
be less than eighty-five percent
of Directors in accordance with the
company's capital.
preceding paragraphs, the Board of
Directors is authorised to proceed
3. Acquisition, transfer and
the transaction (acquisition, sale
with one or more capital increases,
pledge of own shares
or pledge) and cannot exceed
in the event of a takeover bid for all
The company can acquire or pledge
one hundred and fifteen percent
of the company's shares, under the
its own shares on the conditions
provided for by law. The company is
of the Company Code, provided
authorised to transfer the acquired
the transaction (acquisition, sale or
the company has received an
shares, on or off market, on the
pledge), subject to the requirement
acknowledgement of the takeover
conditions determined by the Board
that the company cannot, at any
bid from the Financial Services and
of Directors, without the prior
time, hold more than 20% of the
Markets Authority (FSMA) within
consent of the general meeting.
total outstanding shares.
a period of three years from the
The above-mentioned authorisations
extraordinary general meeting of
within the limits of Articles 620
extend to acquisitions and transfers
27 May 2011. If applicable, the
et seq. of the Company Code,
of the company's shares by its
Board of Directors must respect
to decide that the company can
subsidiaries within the meaning of
the irreducible allocation right
acquire, pledge and transfer its
the first paragraph of Article 627
provided for by the sicafi legislation.
own shares when such acquisition
of the Company Code, including
126
instances when such acquisitions are
capital that their shares represent
called to vote on the capital
made by persons acting in the name
at the time of the transaction;
increase;
and on behalf of a subsidiary.
3. a maximum share price is
2. the issue price cannot be less
announced no later than the day
than the lower value of the
4. Capital increase
before the opening of the public
following: (a) a net asset value per
Any capital increase shall meet
subscription period;
share dated no more than four
the requirements of Articles 581
4. the public subscription period
months before the date of the
through 609 of the Company Code
lasts, in this case, for at least three
contribution agreement or, at the
and the sicafi legislation.
trading days.
company's choosing, before the
The company's capital can be
This irreducible allocation right
date of the document enacting
increased pursuant to a decision of
applies to the issuance of shares,
the capital increase and (b) the
the general meeting, deliberating
average closing market (share)
in accordance with Article 558 and,
convertible bonds, and warrants,
price over the thirty calendar days
if applicable, Article 560 of the
but does not have to be allocated
preceding this same date.
Company Code, or pursuant to a
to a cash contribution with a
decision of the Board of Directors
limitation or cancellation of the
to deduct, from the amount
within the limits of the authorised
preferential right, in addition to a
indicated in point (b) above, an
capital. It is, however, forbidden for
contribution in kind, in the context
amount corresponding to the
the company to subscribe, directly or
of the distribution of an optional
portion of undistributed gross
indirectly, to its own capital.
stock dividend, provided the grant
dividends of which the new shares
In the event of a capital increase
thereof is effectively open to all
could be deprived, provided that
by means of a cash contribution,
shareholders.
the Board of Directors specifically
pursuant to a decision of the
justifies, in its special report, the
general meeting, or within the
contributions in kind are subject
amount of accrued dividends
limits of the authorised capital, the
to the rules set forth in Articles 601
to be deducted, and sets forth
shareholders' preferential right can
and 602 of the Company Code.
the financial conditions for the
only be restricted or cancelled if an
Moreover, the following
transaction in the annual financial
requirements must be met in the
report;
to the shareholders of record at
event of the issuance of securities,
the time that the new shares are
following a contribution in kind,
circumstances provided in Article
awarded. This irreducible allocation
in accordance with the sicafi
6.6 below, the share-exchange
right shall meet the following
legislation:
ratio, as well as the associated
requirements, determined by the
1. the contributor's identity must be
formalities, is determined and
In this regard, it is permitted
3. unless the issue price or, under the
sicafi legislation:
disclosed in the report prepared
communicated to the public, at
1. it applies to all new shares issued
by the Board of Directors pursuant
the latest, on the working day
to Article 602 of the Company
following the conclusion of the
Code, and also, if applicable, in
contribution agreement, with
the notice of the general meeting
a mention of the time period
in their entirety;
2. it is granted to the shareholders
in proportion to the percentage of
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within which the capital increase
5. Capital reduction
converted in accordance with the
will effectively be carried out,
A capital reduction can only
preceding paragraph must be
the document enacting the
take place if similarly situated
converted no later than 31.12.2013,
capital increase shall be drawn up
shareholders are treated equally and
into book-entry or registered form,
within a maximum period of four
if the applicable provisions of the
at their holder's choosing. The time
months; and
Company Code are observed.
limits and provisions mentioned in
this article must, if the applicable
4. the report mentioned in point
1 above must also make clear
6. Mergers, divisions and
law is amended, be read and
the effect of the proposed
equivalent transactions
replaced with the corresponding
contribution on the situation
In accordance with the sicafi
time limits and articles of the
of the existing shareholders,
legislation, the additional
amended legislation.
in particular their share of the
requirements set forth in Article 6.4
At the end of this time period,
company's profit, the net asset
in the event of a contribution in kind
bearer shares whose conversion
value, and the capital, as well as
are applicable mutatis mutandis to
has not yet been requested will be
the impact on voting rights.
mergers, divisions and equivalent
converted by operation of law into
These additional conditions are
transactions within the meaning of
book-entry form and recorded in a
not applicable in the event of the
Articles 671 to 677, 681 to 758 and
securities account by two directors.
contribution of a right to a dividend
772/1 of the Company Code.
Effective 01.01.2015, securities
whose beneficiaries remain
Article 7: Characteristics of
the shares
unknown shall be offered for sale,
all shareholders.
At the shareholders' choosing, the
legislation.
If the general meeting decides to
shares can be registered, book-entry
The Board of Directors can, within
require the payment of an issue
or - for as long as the law still allows
the limits fixed by law, determine
premium, this amount must be
- bearer.
the formalities for the conversion of
booked in a non-distributable
Any shareholder can, at any time,
former bearer securities into book-
reserve, which can only be reduced
request the conversion of his or her
entry (and/or registered) form.
or abolished pursuant to a decision
shares.
Registered securities shall be
of the general meeting, deliberating
The shares shall remain in registered
recorded in the register of shares
in accordance with the conditions
form when the law so requires.
kept at the company's registered
provided to amend the articles
Effective 01.01.2008, bearer
office. Title to shares can only be
of association and respecting the
shares which have not yet been
established through the recording in
procedure provided to reduce the
booked on a securities account will
this register.
share capital. The issue premium
automatically, and at no expense,
Book-entry securities are represented
shall serve, like the share capital, as
be converted into book-entry form
by a book entry, in the name of the
a common guarantee for the benefit
upon their recording in a securities
owner or holder, with a settlement
of third parties.
account.
institution or authorised account
Bearer shares which have not been
holder.
dividend distribution, provided the
grant thereof is effectively open to
128
in accordance with the applicable
All shares are fully paid up, and
voting rights, or similar financial
not necessarily be shareholders in
without par value.
instruments issued by the company,
the company, appointed by the
in accordance with the legislation
general meeting of shareholders
Article 8: Exercising of
the rights attached to the
shares
on the disclosure of substantial
for a maximum term of six years,
shareholdings.
and elligible to be removed by the
The thresholds above which the
general meeting at all times. The
The shares are indivisible, and the
notification obligation comes
directors may be re-elected.
company only recognises one owner
into effect, for the purposes of
The Board of Directors shall have at
per share. When several persons can
the legislation on the disclosure
least three independent directors,
claim rights to the same share, the
of substantial shareholdings, is
within the meaning of Article 526ter
exercising of the rights attached to
fixed at three percent (3%), five
of the Company Code.
this share shall be suspended until
percent (5%) and multiples of five
When a legal entity becomes
a single person is designated as the
percent (5%) of the total number of
a director of the company, it is
owner with regard to the company.
outstanding voting rights.
obliged to appoint a permanent
With the exception of the
representative, in accordance with
Article 9: Other securities
derogations provided for by the
the applicable provisions of the
The company is authorised to
Company Code, no-one is allowed
Company Code, to perform its
issue the securities mentioned in
more votes at a general meeting
duties in its name and on its behalf.
Article 460 of the Company Code,
of the company than the number
In the event of a vacancy on the
with the exception of profit-
of votes attached to the securities
Board of Directors, the remaining
sharing instruments and analogous
which the person in question had
directors shall have the right, acting
securities, provided that the
declared to own at least twenty (20)
as a board, to temporarily appoint
specific rules stipulated by the sicafi
days before the date of the general
another director to fill the vacancy
legislation and these articles are
meeting.
until the next general meeting, at
respected.
Article 10: Stock exchange
listing and disclosure of
substantial shareholdings
• Management and
supervision
which time the vacancy will be filled
definitively.
The director so appointed shall serve
out the term of the director he or
Article 11: Composition of
the Board of Directors
she was appointed to replace.
admitted to trading on a regulated
The company is managed by a
representatives, if any, shall possess
market in Belgium, in accordance
board, whose composition is
the necessary professional integrity
with the sicafi legislation.
intended to ensure autonomous
and adequate experience to
Every shareholder is obliged to notify
management in the sole interest
exercise their functions and ensure
the company and the Financial
of the company's shareholders.
autonomous management of the
Services and Markets Authority
The Board shall be composed of a
company.
(FSMA) of their possession of
minimum of three and a maximum
securities with voting effects, their
of twelve members, who need
The company's shares must be
All directors and their permanent
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Article 12: Chairperson and
meetings of the Board of
Directors
represented at a meeting is deemed
Barring exceptional cases, the
to have been validly notified thereof.
meeting can, in principle, only
A director can also, before or after
deliberate and vote on the items
The Board of Directors can appoint
a Board meeting which he or she
that are on the agenda.
a chairperson from amongst its
did not attend, waive his or her
members.
right to claim a defect or irregularity
Company Code, in exceptional cases
The Board of Directors shall meet
with respect to the fulfilment of
duly justified by their urgency and
when called by the chair, by
the convocation formalities. In any
the corporate interest, the Board
two directors, or the managing
case, the proper fulfilment of the
of Directors can take decisions
director(s), whenever the interests of
convocation formalities need not be
unanimously in writing. However, it
the company so require.
proven when all directors are present
cannot use this procedure to draw
Notices of meetings shall indicate
or validly represented and express
up the annual accounts or determine
the place, date, time, and agenda
their agreement with the agenda.
the use of the authorised capital.
of the meeting, and shall be sent by
Meetings of the Board of
Board decisions shall be approved
regular mail, fax, or email, at least
Directors can validly be held by
by a simple majority of votes cast by
24 hours in advance.
videoconference or conference call.
those directors who are present or
In exceptional circumstances, when
In this case, the meeting will be
represented or, in the event of one
the abovementioned convocation
considered to have been held at
or more of them having abstained,
deadlines cannot be met, the time
the company's registered office if
by a majority of the other directors.
periods can be shortened. When
at least one director was physically
In the event of a tie, the director
this proves necessary, notice can be
present at this location.
presiding over the meeting shall cast
given by telephone, in addition to
The directors can use the
the deciding vote.
the above-mentioned means.
information they acquire in their
When a director has a conflict of
The meeting is presided over by
capacity as directors only in the
interest and consequently does not
the chairperson or, if the chair is
scope of their official duties.
take part in the Board's deliberations
absent, by a director appointed by
or vote on a particular decision or
the directors present. The person
Article 13: Deliberations
transaction, the vote of this director
presiding over the meeting can
Except in the case of force majeure,
shall not be taken into account
appoint a secretary, who need not
the Board of Directors can validly
for the purpose of calculating the
be a director.
deliberate and take decisions only if
quorum and majority.
Any director can, by letter, fax,
at least half its members are present
Decisions of the Board of Directors
email, or any other written means,
or represented. If this condition is
are recorded in minutes, signed
give a proxy to another member of
not met, a new meeting can be
by the chairperson of the Board,
the Board to represent him or her at
called, which can validly deliberate
the secretary, and those members
a given meeting. No member of the
and take decisions on the items on
who so request. These minutes are
Board can represent more than two
the agenda of the previous meeting
kept in a special register. Proxies
other directors.
if at least two directors are present
are attached to the minutes of the
Each director that attends or is
or represented.
meeting for which they were given.
130
Copies of, or extracts from, these
Articles 523 and 524 of the
Moreover, in accordance with the
minutes, which are to be used in
Company Code remain applicable
sicafi legislation, no remuneration
legal proceedings or otherwise, shall
in full.
can be granted to directors based
be signed by the chairperson of the
Board of Directors, two directors, or
a director entrusted with the daily
Article 15: Powers of the
Board of Directors
management. This authority can be
The Board of Directors has the
delegated to a representative.
power to perform all acts necessary
or useful to realise the company's
on a specific transaction of the
company or its subsidiaries.
Article 17: Effective
management, daily
management, and
delegation of powers
Article 14: Prevention of
conflicts of interest
corporate purpose, with the
exception of those that are reserved
The effective management of
The directors, the person(s) in
by law, or these articles, to be
the company must be conferred
charge of the daily management,
executed by the general meeting.
onto a minimum of two natural
and the company's representatives
The Board of Directors shall draw
persons, or a one-person limited-
cannot act as a counterparty in a
up the semi-annual report and
liability company, on the conditions
transaction with the company or
the annual report. The Board shall
one of its subsidiaries, or derive any
appoint one or more experts,
The persons entrusted with the
benefit from such a transaction,
effective management of the
except when the transaction is
legislation, and if applicable,
company must possess the necessary
proposed in the interest of the
propose any modification to the
professional integrity and adequate
company, falls within the company's
list of experts, contained in the file
experience to exercise their
investment policy, and is conducted
accompanying its application to be
functions, in accordance with the
in ordinary market conditions.
recognised as a sicafi.
sicafi legislation.
In this case, the company must first
The Board can determine the
The Board of Directors can delegate
inform the Financial Services and
remuneration of any representative
the daily management of the
Markets Authority (FSMA).
on whom it confers special powers,
company to one or more persons,
The transactions mentioned in
on the understanding that the daily
the first paragraph, as well as
legislation.
management shall be organised
the information contained in the
in such a way that the Board of
Article 16: Remuneration of
the directors
Directors has at least two directors
explained in the annual report and,
The directors shall be reimbursed
management or supervise the
if applicable, the semi-annual report.
for normal, legitimate expenses and
performance thereof.
The preceding provisions do not
costs incurred in the performance
The Board and the persons entrusted
apply to transactions that fall
of their duties, provided that these
with the daily management,
outside the scope of application of
costs were previously discussed with
within the limits of their powers,
the conflicts of interest procedure
and accepted by the chairperson of
can delegate to a representative,
the Board of Directors.
who need not be a director, all or
aforementioned notice, shall be
immediately made public and
who can jointly ensure the daily
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some of their powers pertaining to
working procedure and the
by the director in charge of the daily
extraordinary or specific questions
conditions for the appointment and
management.
within the context of a given
removal of its members, as well as
The company is moreover validly
assignment.
their remuneration and the length of
bound by the actions of its special
The Board of Directors can create
their term of office.
representatives, acting within the
one or more advisory committees
When a legal entity is appointed to
limits of the powers conferred on
from amongst its members, subject
the management committee, it is
them.
to its responsibility. The Board shall
obliged to designate, in accordance
The company can be represented
determine the composition and the
with the applicable provisions of
abroad by any person expressly
duties of any such committees.
the Company Code, a permanent
authorised to do so by the Board of
representative to perform its duties
Directors.
Article 18: Management
committee
in its name and on its behalf.
Without prejudice to Article 17,
Article 19: Representation
of the company
The company shall appoint one or
and the delegation of powers,
The company is validly represented
incumbent on them pursuant to
and within the limits provided
in all actions, including those
the Company Code and the sicafi
for by Article 524bis of the
involving a public official or a notary,
legislation.
Company Code, the Board of
either by two directors acting
The auditor(s) must be recognized
Directors can delegate all or some
jointly or, in the context of the daily
by the Financial Services and
of its management powers to a
management, by a person entrusted
Markets Authority (FSMA).
management committee, composed
with such management. With
of several members, who need
respect to third parties, they need
not be directors, although this
not produce proof of a prior Board
delegation of powers cannot
decision.
concern the company's general
For any transaction involving the
Article 21: Meetings
policy, with regard to any acts
sale of a real property, the company
A general meeting shall be held
reserved by law or the articles of
must be represented by at least two
each year, on the last Monday of
association to the Board of Directors,
directors acting jointly.
June, at 15.00 hours. If this day is a
or decisions or transactions to which
If the transaction (including the
public holiday, the general meeting
Article 524ter of the Company
conclusion of a lease agreement,
will be held on the next working
Code applies, in which case the
with or without a purchase option
day, at the same time.
notification procedure set forth in
or the establishment of easements)
An extraordinary or special general
Article 524ter § 2 will apply.
involves a property whose value
meeting can be called each time the
The Board of Directors is responsible
is less than either 1% of the
interests of the company so require.
for overseeing the management
company's consolidated balance
These general meetings can be
committee. The board determines
sheet, or EUR 2,500,000, the
called by the Board of Directors or
the management committee's
company can be validly represented
by the auditor(s) and must be called
concerning the daily management
132
Article 20: Audit
more auditors to perform the duties
• General meetings of
the shareholders
each time that the shareholders
to the company no later than the
formality.
collectively representing one-fifth of
sixth day prior thereto.
The notice shall contain the agenda
the share capital so request.
The auditor(s) shall answer the
for the meeting, with a mention of
General meetings are held at the
questions asked by the shareholders
the subjects to be discussed and the
company's registered office, or at
about his/her/their audit report.
proposed resolutions, as well as the
date, time, and place of the meeting,
any other location mentioned in the
and the other information required
notice or otherwise indicated.
One or more shareholders
Article 22: Notice
by the Company Code.
collectively possessing at least 3% of
The documents which must be
the share capital can, in accordance
Company Code, a general meeting
made available by law and a copy
with the provisions of the Company
must be called by means of a notice
thereof shall be sent pursuant to the
Code and its limits, request the
published in the Belgian State
applicable provisions of the Company
inclusion of items on the agenda of
Gazette, a national newspaper
Code.
any general meeting, and submit
(except in those cases expressly
A shareholder that participates in,
proposals for resolutions on the
mentioned in the Company Code)
or is represented at, a meeting is
items included or to be included
and in the media in accordance with
considered to have received valid
on the agenda. Additional agenda
the requirements of the Company
notice thereof. A shareholder can
items or proposed resolutions must
Code, at least 30 days before the
also, before or after a general
be submitted to the company no
meeting. If a new meeting must be
meeting which he or she does not
later than on the twenty-second
called, and if the date of the second
attend, waive his or her right to
(22nd) day before the date of the
meeting is mentioned in the first
rely on any defect or irregularity
general meeting. The directors shall
notice, the notice for the second
committed in fulfilment of the
answer the questions put to them
meeting must be published at least
convocation formalities.
by shareholders during the general
17 days before the meeting.
meeting, or those which have
The notice shall be sent to the
been submitted in writing, about
holders of shares, bonds, registered
their report or other agenda items,
warrants and registered depositary
The right to participate in and vote
provided that the provision of the
receipts which have been issued in
at a general meeting is subject
information or facts in question
collaboration with the company, as
to the recording of the shares in
could not harm the company's
well as to the directors and auditors
the shareholder's name on the
professional interests or undermine
within the above-mentioned period
fourteenth day preceding the
their duty of confidentiality to the
before the meeting; the notice can
general meeting, at twenty-four
company. As soon as the notice of
be sent by regular mail, unless the
hours (Belgian time) (hereinafter the
the general meeting is published,
recipients have individually and
"record date"), in either the register
the shareholders can submit
expressly agreed in writing to receive
of the company's registered shares or
questions in writing, which will
the notice by another means of
in the books held by an authorised
be answered during the meeting,
communication. No proof need be
account holder or settlement
provided that they were submitted
provided of the fulfilment of this
institution, or by submission of
Article 23: Participation in
the general meeting
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the bearer shares to a financial
Article 24: Proxy voting
Article 25: Correspondence
voting
intermediary, without regard to the
Any shareholders can be represented
number of shares actually held by
at a general meeting by a proxy
If the Board of Directors so
the shareholder on the date of the
holder, who need not be a
authorises in the notice of the
general meeting.
shareholder.
meeting, shareholders can vote
The holders of book-entry or bearer
A shareholder can only appoint one
on the items on the agenda by
shares that wish to take part in a
proxy holder for a given general
correspondence, using a form
general meeting must produce a
meeting, without prejudice to the
prepared and made available by the
certificate issued by their financial
derogations provided for in the
company.
intermediary or authorised account
Company Code.
The form for distance voting shall
holder or settlement institution,
In order to be valid, any request
include at least the following
certifying, as the case may be, the
to appoint a proxy holder shall
information: (1) the name or
number of book-entry shares listed
include at least the following
corporate name of the shareholder,
in the shareholder's name on the
information: (1) the agenda for the
as well as the shareholder's address
record date or the number of bearer
meeting, mentioning the subjects
or registered office; (2) the number
shares produced on the record
to be discussed and the proposed
of votes the shareholder wishes to
date, with which the shareholder
resolutions; (2) a request for
cast at the general meeting; (3) the
has declared his or her intention to
instructions regarding the exercising
type of shares held; (4) the agenda
particate in the general meeting.
of voting rights for the various items
for the meeting, including proposals
The certificate must be submitted to
on the agenda; and (3) an indication
for resolutions; (5) the deadline
the company's registered office or to
of the manner in which the proxy
by which the form must reach the
an institution identified in the notice
holder should exercise the voting
company; and (6) the shareholder's
of the meeting, no later than six
rights, in the absence of instructions
signature. The form shall expressly
days before the date of the meeting.
from the shareholder.
state that it must be signed by
The holders of registered shares
The proxy form must be signed by
the shareholder and sent to the
that wish to participate in a general
the shareholder and be submitted at
company by registered letter no later
meeting must notify the company of
the company's registered office, or
than six days before the date of the
their intention to do so, by regular
the location indicated in the notice,
meeting.
mail, fax or email, reaching the
no later than the six days before the
company's registered office no later
general meeting.
than the sixth day before the date
Co-owners, beneficial owners and
of the meeting. All shareholders
bare owners, creditors and debtors-
Every general meeting shall be
or their proxy holders are obliged,
pledgees must be represented,
presided over by the chairperson
before participating in a meeting, to
respectively, by one and the same
of the Board of Directors or, in
sign the attendance list, indicating
person.
the chair's absence, by a director
Article 26: Presiding
committee
the last name, the first name(s), and
appointed by the directors present
the address of the shareholder and
or by a member of the meeting
the number of shares represented.
appointed by the latter. The chair
134
shall appoint a secretary.
or represented at the meeting and
other rules of attendance and
When the number of persons
unanimously decide to extend the
majority provided for by the
present so allows, the meeting shall
agenda.
Company Code, including those in
select two scrutineers (returning
Unless provided otherwise by law
relation to the modification of the
officers), further to a proposal of the
or by provisions of the articles of
corporate purpose, the acquisition,
chair.
association, any decision can be
the pledge, and the transfer of
The minutes of general meetings
adopted by the general meeting
own shares by the company, the
are signed by the chairperson of
by a simple majority of the votes
dissolution of the company when, as
the meeting, the secretary, the
cast. Blank and invalidly marked
the result of losses, the company's
scrutineers, the directors, and the
ballots shall not be counted when
net asset value falls below a
auditor(s) present, as well as those
calculating the votes cast.
quarter of its share capital, and the
shareholders who so request.
Decisions regarding approval of
conversion of the company into a
The minutes shall be kept in
the company's annual accounts
different corporate form.
a special register. Proxies shall
and discharge of the directors and
Voting shall take place by a show of
remain attached to the minutes of
auditor(s) are adopted by a majority
hands or roll call, unless the general
the meeting for which they were
of votes.
meeting decides otherwise by a
granted.
When the general meeting is asked
simple majority of votes cast.
to deliberate, amongst other things,
Article 27: Number of
votes and the exercising of
voting rights
Each share carries one vote.
The holders of bonds and warrants
can attend the general meeting, but
are not entitled to vote.
on:
Article 29: Minutes
- an amendment to the articles;
The minutes of general meetings
- an increase in or reduction of the
are signed by the members of the
share capital;
- the issuance of shares below the
accounting par value;
- the issuance of convertible bonds
or warrants;
presiding committee and by those
shareholders who so request.
Copies of, or extracts from, the
minutes, which are to be used in
court or otherwise, shall be signed
Article 28: Deliberations
and voting
- the dissolution of the company,
by the chairperson, the secretary,
at least half the shares representing
and the scrutineers or, in their
The general meeting can validly
the capital must be represented
absence, by two directors.
deliberate and vote, without regard
at the meeting. If this condition is
to the percentage of share capital
not met, a new meeting must be
present or represented, except in
called, which will validly deliberate,
those cases where the Company
regardless of the number of shares
Code requires a quorum.
represented.
The general meeting cannot
Decisions on the above-mentioned
deliberate on items that do not
subjects must be approved by a
appear on the agenda, unless all
majority of three quarters of the
The financial years starts to run on
shareholders are physically present
votes cast, without prejudice to
the first of April and closes on the
• Financial year
- annual report dividends
Article 30: Financial year
and the annual report
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thirty-first of March the following
Any dividends or interim dividends
in accordance with the applicable
year.
distributed in violation of the
statutory provisions applicable to
At the end of each financial year,
law must be reimbursed by the
the issuers of financial instruments
the Board of Directors shall draw
shareholders who received them,
admitted to trading on a regulated
up a list of assets and liabilities, as
if the company can prove that the
market and within the sicafi
well as the financial statements. The
shareholders in question had known,
legislation.
Board of Directors shall also draft
or should have known, under the
The company's annual and semi-
a report, in which it explains its
circumstances, that the distribution
annual reports shall be made
management of the company. The
made in their favour was contrary to
available on its website.
auditor shall draft a detailed written
the statutory requirements.
Shareholders have the right to
obtain a copy of the annual and
report, in preparation for the annual
general meeting. These documents
Article 33: Financial service
semi-annual reports free of charge,
shall be prepared in accordance with
The Board of Directors shall
at the company's registered office.
the applicable statutory provisions.
designate the institution in charge
of the company's financial service
• Dissolution liquidation
Article 31: Distribution of
dividends
On an annual basis, the company
The appointment of this institution
must distribute a dividend to its
can be suspended or revoked at any
shareholders, within the permissible
time by the Board of Directors. The
limits of the Company Code and
company shall ensure that any such
In the event of the dissolution of
the sicafi legislation, the amount
suspension or revocation does not
the company, for whatever reason
of which is prescribed by the sicafi
adversely affect the continuity of the
and at any time whatsoever,
legislation.
financial service.
the liquidation shall be carried
The Board of Directors can,
The above-mentioned appointments
out by one or more liquidators
within the limits of the applicable
and revocations shall be posted
appointed by the general meeting.
provisions of the Company Code,
on the company's website and
The liquidator(s) can only take
distribute an interim dividend from
published in the press, in accordance
office after a confirmation of their
the profits for the financial year and
with the statutory requirements.
appointment by the commercial
legislation.
Article 35: Appointment
and powers of the
liquidators
court. If no liquidator(s) is/
determine a payment date.
Article 34: Annual report
and semi-annual report
are appointed, the members of
The company's annual and semi-
considered liquidators with regard to
The dividends that the general
annual reports, containing the
third parties.
meeting decides to distribute shall
stand-alone and consolidated annual
The liquidators shall form a board.
be paid at the time and place
and semi-annual accounts, and the
To this end, they shall have the
determined by the general meeting
auditor's report, shall be placed at
broadest powers in accordance with
or the Board of Directors.
the disposal of the shareholders,
the applicable provisions of the
Article 32: Payment of
dividends
136
the Board of Directors shall be
Company Code, without prejudice
The holders of registered shares
to any limits imposed by the general
must notify the company of any
meeting.
change of address; in the absence
The liquidator(s) is/are obliged to
thereof, all communications, notices
call a general meeting each time
and convocations will be validly sent
that the shareholders collectively
to their last known address.
representing a fifth of the share
capital so request.
Article 38: Applicable law
The general meeting shall determine
Any provision of these articles that is
the fees of the liquidator(s).
contrary to the mandatory provisions
The liquidation of the company shall
of the Company Code and to the
be closed in accordance with the
sicafi legislation shall be deemed
provisions of the Company Code.
null and void; the invalidity of any
one of these articles or any part
Article 36: Allocation of
liquidation proceeds
thereof shall have no effect on the
remaining articles.
After settling all debts, expenses
and liquidation costs, the net asset
value shall first be used to pay back,
in cash or in securities, the paid-up
share capital that has not yet been
reimbursed.
Any remaining balance shall be
divided equally amongst the shares.
• General provisions
Article 37: Choice of
domicile
Any director, manager, and
liquidator of the company whose
domicile is abroad is deemed,
for the purpose of his or her
official functions, to have elected
a domicile at the company's
registered office, to which address
all communications, notices, and
convocations can be validly sent
Retail Estates SA
annual report 2012
PERMANENT DOCUMENT
137
MISCELLANEOUS
Statements
• the abbreviated financial
by a court of law from serving as
statements, which were
a member of a management body,
prepared in accordance with the
or ever appeared before a court of
The Board of Directors of Retail
applicable accounting standards
law in the capacity of a director, in
Estates NV is responsible for the
and were thoroughly audited
connection with insolvency.
contents of this annual report,
by the supervisory director,
subject to information provided by
accurately present the property,
third parties, including reports of
the financial condition, and the
the supervisory director and the real
results of Retail Estates NV and
This annual report contains forward-
estate expert.
its subsidiaries included in the
looking statements, including, but
The Board of Directors, whose
consolidation. The management
not confined to, statements using
members are named on page 27,
report further contains the
such words as 'believe', 'anticipate',
hereby declares that, to the best of
expectations concerning next
'expect', 'intend', 'plan', 'pursue',
its knowledge:
year’s results, plus explanatory
'estimate', 'can', 'will', 'continue',
• this annual report accurately
notes on the risks and the
and similar expressions. These
uncertainties facing the company.
forward-looking statements are
Responsibilities
presents important events and,
Forward-looking
statements
made in the context of known
where applicable, the most
Statements concerning
directors
and unknown risks, uncertainties
course of the financial year, and
The Board of Directors of Retail
the actual results, the financial
the impact of those transactions
Estates NV hereby confirms that, to
condition, the performance, or
on the abbreviated financial
its knowledge, none of its directors
the accomplishments of Retail
statements;
have ever been convicted of a crime
Estates NV, Finsbury Properties
important transactions conducted
with associated parties in the
and other factors that might cause
of fraud, been the subject of any
NV, Distri-Land NV, Belgium Retail
that significantly alter the scope of
official and/or public accusation,
1 Luxembourg sàrl, Poperinge
any statement made in the annual
had a sanction imposed by a judicial
Invest NV, Champion Invest NV,
report;
or regulatory body, been banned
Belgian Wood Center NV and Aalst
• this report makes no omissions
138
Book value of a company
Logistics NV, or the results of the
From 20 June 2012, an English
sector, to differ considerably from
version of the annual report will also
The book value of a company means
the expected results, performance
be available on the website. None
the totality of its equity. The book
or accomplishments expressed or
of the other information published
value can be found in the company’s
implied in the aforementioned
on the website of Retail Estates NV
balance sheet.
forward-looking statements. Given
forms part of this annual report.
Book value of a share
these uncertainties, investors are
advised not to rely automatically on
such forward-looking statements.
• Glossary
NAV (Net Asset Value) means equity
divided by the number of shares.
Availability of the annual
report
Acquisition value
Bullet loan
This is the term used for the
A loan repaid in its entirty at the end
This annual report is available in
purchase of a building.
of the loan term.
Dutch and French versions.
Any conveyance fees payable are
The annual report was prepared
included in the acquisition price.
Chain stores
These are companies that have a
in Dutch. Retail Estates NV
checked the translation of, and
BEL mid-index
central purchasing department and
the correspondence between, the
Since 1 March 2005, this has
operate at least five different retail
official Dutch version and the French
been a weighted price index of
outlets.
version. The Dutch version shall
shares quoted on Euronext that
prevail in the event of contradictions
makes allowance for the stock-
Contractual rents
between the Dutch and French
market capitalisation, with the
The index-linked basic rents as
versions. For information purposes
weightings determined by the free
set commercially in the lease
only, the company has published
float percentage and the velocity
agreements as of 31 March 2012,
an electronic version of the annual
of circulation of the shares in the
before deduction of gratuities or
report on the website of Retail
basket.
other benefits granted to tenants.
Estates NV (www.retailestates.com).
Retail Estates SA
annual report 2012
MISCELLANEOUS
139
Corporate governance
Exit tax
Good governance means adherence
The exit tax is a special corporation
required to apply the rules in their
to principles such as transparency,
tax rate applied to the difference
consolidated accounts for financial
integrity and balance between
between the real value of the
years starting from 1 January 2005.
responsibilities, based on the
authorised capital of companies and
recommendations of the FSMA and
the book value of its assets at the
IFRS
Euronext. In a more general sense,
time that a company is recognised
The International Financial Reporting
they are part of strict business ethics
as a real estate investment company,
Standards are a set of accounting
and require compliance with the Act
or merges with a real estate
principles and valuation rules
of 2 August 2002.
investment company.
prepared by the International
Debt ratio
Fair value
aim is to simplify international
The debt ratio is calculated as
This value is equal to the amount for
comparison between European
follows: liabilities (excluding
which a building could be swapped
listed companies.
provisions, deferred accounts and
between properly informed parties,
Listed companies are under
hedging instruments) divided by
consenting and acting under normal
obligation to prepare their
total assets.
competitive conditions. From the
consolidated accounts according to
European listed companies are
Accounting Standards Board. The
point of view of the seller, it must
these standards starting from the
Dividend yield
be construed minus the registration
first financial year beginning after 1
The ratio of the most recently paid
charges.
January 2005.
price of the financial year over which
Free Float
Institutional investor
the dividend is payable.
This is the percentage of shares held
An enterprise that professionally
by the public. Euronext calculates
invests funds entrusted to it by
Estimated investment
value
the free float as the total number
third parties for various reasons.
of shares in the capital, minus the
Examples include pension funds and
This is the value of our real
shares held by companies that
investment funds.
estate portfolio, including costs,
form part of the same group, state
registration charges, fees and VAT,
enterprises, founders, shareholders
Intrinsic value
as estimated each quarter by an
with a shareholder agreement, and
The intrinsic value of a share is the
independent expert.
shareholders with a controlling
actual estimated value of the share,
majority.
assuming that the company were to
gross dividend to the final share
Estimated liquidation value
cash in all of its assets.
This is the value excluding costs,
IAS
registration charges, fees and
The International Accounting
Investment value
recoverable VAT, based on a scenario
Standards (IAS)/International
This is the value of a building, as
whereby the buildings are sold on a
Financial Reporting Standards (IFRS)
estimated by the independent
building-by-building basis.
were drawn up by the International
real estate expert, including the
Accounting Standards Board (IASB),
conveyance charges after deduction
defining international standards for
of the registration charges. This
the preparation of annual accounts.
value corresponds with what was
formerly called 'value after costs
140
paid by vendor' or 'value in hand'.
investment, and used as such to
shareholders. This ratio is obtained
mitigate the risk premium compared
by dividing the paid-out net profit by
IRS
with listed securities. The risk
the total net profit.
An Interest Rate Swap (IRS) is an
premium is the additional return
agreement between parties to
expected by the investor for the
Price/earnings ratio
exchange interest rate cash flows
company’s risk profile.
The P/E ratio is calculated by dividing
the price of the share by the profit
during a predetermined period
Operational cash flow
(EBITDA)
per share. The ratio indicates the
the interest rate cash flows. The
Operating income (EBIT) plus
would be required to pay back the
amount itself is not swapped. IRS
depreciations and impairments.
purchase price.
rate increases. In this case, a fixed
Operating result (EBIT)
Real estate certificate
interest rate will be swapped for a
EBIT (Earnings Before Interest and
A real estate certificate is a security
variable one.
Taxes) is the net current profit before
that entitles the holder to a
interest charges and taxes. Pursuant
proportionate part of the income
Net cash flow
to the status of a real estate
obtained from a building. The holder
Operating cash flow, net current
investment company, Retail Estates
also shares in the proceeds if the
result (share of the group) plus
NV is not allowed to write down
building is sold.
the additions to depreciation,
on its buildings. Consequently, the
impairments on trade receivables,
EBIT closely resembles the EBITDA
Result on portfolio
and additions to, and withdrawals
(Earnings Before Interest, Taxes,
Achieved and unachieved higher
from, provisions, plus the achieved
Depreciation and Amortisation),
or lower values relative to the most
higher or lower value relative to the
because Retail Estates NV applies
recent valuation by the expert,
investment value at the end of the
depreciation only to intangible
including the exit tax owed on
previous financial year, minus the
assets (such as the costs of capital
account of inclusion of the property
exit tax.
increases) and plant, property
of the acquired companies in the
and equipment (such as company
system of real estate investment
vehicles and office furniture).
companies.
result (share of the group) plus
Out-of-town retail property
Retail park
the additions to depreciation,
Retail premises grouped along
Retail properties that form part of
impairments on trade receivables
roads leading into and out of cities
an integrated commercial complex
and additions to, and withdrawals
and towns. Each out-of-town retail
and are grouped together with
from, provisions.
property has its own car park and an
other retail properties. All properties
entrance and exit road connecting
use a central car park with a shared
to the public highway.
entrance and exit road.
Pay-out ratio
Return
OLO/linear bond
The pay-out ratio indicates the
The total return achieved by the
Government bond usually deemed
percentage of the net profit that
share in the past 12 months or
equivalent to a virtually risk-free
will be paid out as a dividend to
(most recent price + gross dividend)/
of time on an amount agreed
beforehand. This concerns only
number of years of earnings which
is often used to hedge interest
Net current cash flow
Operating cash flow, net current
Net inventory value
Revalued net assets.
Retail Estates SA
annual report 2012
MISCELLANEOUS
141
Velocity of circulation
price in the previous year.
Sum of the shares traded monthly,
Securitised real estate
relative to the total number of
This is an alternative way of
shares over the past 12 months.
investing in real estate, whereby the
shareholder or certificate holder,
instead of investing personally in the
ownership of a property, acquires
(listed) shares or share certificates
of a company that has purchased a
property.
Stock market capitalisation
This is the total number of shares at
the end of the fiscal year multiplied
by the closing price at the end of
the fiscal year.
General information
Name: Status: Address: Telephone: Fax: Email: Website: RPR: VAT: Venture number: Incorporated on: Status as real estate investment
company with fixed capital
granted on: Statutory period of establishment: Management: Auditor: Financial year closing: Capital: Number of shares: General meeting: Share listing: Depository bank: Value of real estate portfolio: Real estate experts: Number of properties: Type of properties: Liquidity provider : 142
Retail Estates NV
Real estate investment company with fixed capital established according to Belgian law
Industrielaan 6 – B-1740 Ternat
+32 2 568 10 20
+32 2 581 09 42
[email protected]
www.retailestates.com
Brussels
BE 434 797 847
0434 797 847
12 July 1988
27 March 1998
unlimited
internal
Deloitte auditors BV o.v.v.e. CVBA – Berkenlaan 8B 1831 Diegem, represented by Mr Rik Neckebroeck
31 March
EUR 122,336,290.20
5,437,074
last Monday of June
Euronext - continuous market
KBC Bank
investment value EUR 551.29 million - fair value EUR 537.47 million
Cushman & Wakefield and CB Richard Ellis
451
suburban retail
KBC Securities
Notes
Retail Estates SA
annual report 2012
MISCELLANEOUS
143
Notes
144
TOTAL PORTFOLIO
Total shop premises
31/03/12
31/03/11
31/03/10
451
448
399
428 548
419 346
398 754
550 631 000
516 365 000
449 600 000
564 777 000
528 815 000
460 780 000
37 154 000
34 260 000
32 517 807
86.85
84.76
81.55
98.19%
98.15%
98.25%
241 336 000
229 607 000
191 040 000
51.08%
53.38%
53.77%
Net rental income
35 473 000
33 845 000
30 500 000
Property result
35 204 000
33 469 000
30 202 000
Property charges
-2 165 000
-2 204 000
-2 110 000
-2 194 000
-2 067 000
-1 930 000
30 844 000
29 199 000
26 162 000
9 346 000
10 400 000
1 454 000
Occupancy rate
RESULTS
Operating result
40 191 000
39 599 000
27 616 000
-12 977 000
-12 623 000
-12 093 000
Net result
27 360 000
26 692 000
15 328 000
18 014 000
16 292 000
13 874 000
Number of shares
5 437 074
5 061 663
4 639 127
Financial result
DATA PER SHARE
5 395 408
4 981 959
4 432 804
44.39
45.36
41.07
41.59
42.66
38.45
46.99
47.82
43.47
2.8
2.7
2.62
2.212
2.295
2.23
5.69%
5.47%
6.22%
4.50%
4.65%
5.29%
49.21
49.36
42.15
Average price
49.29
44.79
38.84
0.33%
16.28%
40.03%
18.32%
15.71%
9.62%
dividend (in %)
Libramont
Sint-Denijs-Westrem
Nivelles
Neupré
Party 2000 sprl : 1.949 m²
6800 Libramont
1400 Nivelles
Route du Condroz 7
4120 Neupréw
Retail Estates sa
ANNUAL REPORT 2012
www.comfi.be
Shopping at your
doorstep
Industrielaan 6
B - 1740 Ternat
Risk management
4
10
Management report
14
42
Real Estate report
50
Financial report
70
Permanent document
120
Miscellaneous138
2012
annual report

Annual report 2011/2012

Transcription

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