BENI STABILI GROUP 2014

Transcription

BENI STABILI GROUP
ANNUAL FINANCIAL REPORT
2014
TABLE OF CONTENTS
Corporate Officers and Control Bodies
2
Chairman’s Letter to Shareholders
4
Property valuations of independent experts
6
Call of the Shareholders’ Meeting
43
CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2014
Management Report
46
Consolidated Financial Statements of the Beni Stabili Group:
80
1
Statement of Financial Position
2
Income Statement
3
Statement of Comprehensive Income
4
Statement of Changes in Equity
5
Statement of Cash Flows
Notes to the financial statements
86
Annexes
165
Independent Auditors’ Report
169
SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31
DECEMBER 2014
Management Report
172
Financial statements of Beni Stabili S.p.A. SIIQ:
189
1
2
Income Statement
3
4
Statement of Changes in Equity
5
195
Annexes
277
291
Statutory Auditors’ Report
294
Beni Stabili Group
Corporate Officers and
Control Bodies
CORPORATE OFFICERS AND CONTROL BODIES
Board of Directors
Executive and Investment Committee
Enrico Laghi
Chairman - Independent
Enrico Laghi
Aldo Mazzocco
Chief Executive Officer
Aldo Mazzocco
Member
Isabella Bruno Tolomei Frigerio
Director - Independent
Leonardo Del Vecchio
Member
Françoise Pascale Jacqueline Debrus
Christophe Joseph Kullmann
Member
Leonardo Del Vecchio
Director
Giacomo Marazzi
Member - Independent
Christophe Joseph Kullmann
Director
Jean Gaston Laurent
Director
Giacomo Marazzi
Clara Pierfranca Vitalini
Board of Directors' Remuneration
Committee
Appointment Commettee
Enrico Laghi
Enrico Laghi
Giacomo Marazzi
Françoise Pascale Jacqueline Debrus
Giacomo Marazzi
Audit and Risk commettee
Transactions with related parties
Giacomo Marazzi
Carlo Longari
Enrico Laghi
Sabrina Petrucci
Supervisory Body pursant to Italian Legislative Decree 231/01
Board of Statutory Auditors
Marcellino Bortolomiol
Chairman
Luciano Acciari
Auditor
Fabio Venegoni
Auditor
Gianluca Pivato
Substitute Auditor
Francesco Freschi
Substitute Auditor
Independent Auditors
Mazars S.p.A.
3
Chairman
Member/Internal
Audit
Beni Stabili Group
Chairman’s
Letter to Shareholders
Dear Shareholders,
2014 has been a year packed with events and important changes. Above all, the positive
completion of the project to enhance the Group’s financial structure through the early
repayment of the notes related to the Imser 60 securitization; this transaction allowed Beni
Stabili to further optimize its costs, making its financial structure more flexible and reducing
the average cost of the debt by almost 100bps. In more detail, cash financial expenses will
decrease by more than € 30 million on an annualized basis, significantly improving the cash
generation of the Group.
Furthermore the new Investire Immobiliare SGR is now fully operative; it is the result of the
process of the merger of Beni Stabili Gestioni SGR and Polaris Real Estate SGR into Investire
Immobiliare SGR occurred in 2014. This process generated the second SGR in Italy, and it
allowed Your Company to powerfully place itself in the real estate fund business area, thorough
an important 17.9% stake, and, in the meanwhile, to further focus in the Siiq sector
guaranteeing both transparency and an effective management of the core business.
As far as the real estate activity is concerned, the completion of the refurbishment of the
property in via San Nicolao in Milan was noticeable, and now the asset is the new headquarter
of the Luxottica Group and it is a new reference point for the sustainable redevelopment
activities, indeed it has been immediately awarded the Re-Built prize for the 2014 sustainable
building. Moreover the divesting activity aimed at the portfolio rotation proceeded with more
than € 108 million disposals. The disposal with capital gain of an asset in Milan worth € 62
million was remarkable.
These deals were completed in a still very challenging environment, proving both the high
quality of the real estate asset portfolio of Your Company and the ability of its team to wellperform in any market condition.
With the assiduous effort of all the employees, and after the reinforcement of its capital
structure and a new focus on its core business, Your Company is ready for a fresh start in an
environment of growth and stable value creation; it is also supported by an important reform
of the Italian Siiq regime and by some positive signals of stabilization of the market for the
coming years.
The Chairman
Enrico Laghi
5
Property valuations of independent experts
Jones Lang LaSalle S.p.A.
REAG Real Estate Advisory Group S.p.A.
Yard Valtech S.r.l.
via Agnello 8 - 20121 Milano
Tel +39 02 85 86 86 1
fax +39 02 85 86 86 50
Milan, 9 February 2015
IMSER 60 SIINQ S.p.A.
Via C.O. Cornaggia 10
20123, Milano
Ns. rif /Our ref
CON000224708
Tel / Direct line
02 85 86 86 51
Fax
02 85 86 86 50
[email protected]
[email protected]
For the attention of: Mr. Guido Giannetta
Subject: Executive Summary related to the Valuation Report of the IMSER Portfolio dated 31st December
2014
Dear Mr. Giannetta,
Further to your instruction dated 6th November 2014, we have carried out the analyses necessary for the
valuation of the Real Estate Portfolio named IMSER, owned by IMSER 60 Siinq S.p.A. and including 156
assets leased to the Telecom Group and a land plot located in the province of Bergamo.
Please refer to Appendix 1 of this Executive Summary for the details of the assets composing the Real
Estate Portfolio subject of the present analysis.
Scope of the subject valuation analysis is to provide you with our professional opinion of the following value
as at 31st December 2014:

Fair Value of each asset, in its current state of repairs and use, subject to the existing lease
agreements and with the benefit of vacant possession for the portions that are not income
producing.
The subject analysis has been carried out for accounting purposes (balance sheet), as required by
international accounting standards, and to provide you with the necessary information for a correct and
complete financial statement disclosure.
The subject Executive Summary is a brief communication of the analytic results of the valuation instruction
carried out as at 31/12/2014 and represents an extract of the Valuation Report issued by JLL, and it is
therefore subject to the same General Terms and Conditions.
For further information relevant to the subject portfolio, to each asset analyzed and to the valuation
assumptions adopted for the scope of the analysis, please refer to the Valuation Report dated 31st
December 2014.
Tel +39 02 85 86 86 1
fax +39 02 85 86 86 50
Basis of the Valuation
We bring to the Client’s attention that our analyses are carried out in accordance with the principles and
guidelines contained in the Red Book issued by The Royal Institution of Chartered Surveyors (hereinafter
referred to as the RICS). The subject valuation has been carried out in accordance with the following
definitions:
Fair Value
“The price that would be received to sell an asset,or paid to transfer a liability, in an orderly transaction
between market participants at the measurement date. (IFRS 13)”
We report below the definition of Market Value in consideration of the linear relation between the two value
bases (Red Book VPGA5 1.5).
Market Value
“The estimated amount for which an asset or liability should exchange on the valuation date between a
willing buyer and a willing seller in an arm’s-length transaction after proper marketing and where the parties
had each acted knowledgeably, prudently and without compulsion.”
The General Principles upon which our valuation has been performed are reported in the following Section
of the present document. We wish to bring to the Client’s attention that our valuation analyses are carried
out in accordance with the principles and guidelines contained in the Red Book issued by the RICS and the
international accounting standards. With reference to the present document and its appendixes, the
definition “Market Value” should be interpreted and assimilated to that of “Fair Value”. We confirm that the
valuation criteria adopted for the purposes of the present analysis are compliant with the IFRS 13
provisions in terms of calculation of the Fair Value.
General Principles
The following are the general principles upon which our Valuations and Reports are prepared; they apply
unless we have agreed otherwise and specifically mentioned any variations in the body of the subject
report.
We would like to bring to your attention that, in the subject report, we refer to IMSER 60 Siinq S.p.A. as the
Client.
Sources of Information
As per our agreement, we have carried out our analysis on the basis of the documentation and data
provided by the Client and/or its appointed representatives. For the purposes of this valuation, we have
assumed that the information provided to us – with reference to areas, cadastral information, tenancy,
contract terms, etc.– are accurate and correct.
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fax +39 02 85 86 86 50
Measurements and Areas
For the purposes of this valuation, we have relied on the information provided by the Client and/or its
appointed representatives with reference to the measurements and areas subject of the present analysis
and, as agreed, no further verification (e.g. on site check measurements) has been carried out.
Titles
For the purposes of the subject valuation, we have not studied the details of the title deed, general or
specific ground lease conditions, or other restrictions or rights of third parties, if not otherwise specified in
the relevant sections of the subject report.
Town planning and Other Statutory Regulations
We have based our opinion on the cadastral documentation information provided in writing by the Client
and/or its appointed representatives. We have in all cases assumed that the uses to which the land and
buildings are put are established for planning purposes, and that all necessary town-planning consents and
byelaw approvals have been obtained, and all other relevant statutory regulations complied with, if not
otherwise specified in the relevant sections of the subject report.
Site Visit
As agreed with the Client, we have carried out a site inspection of a sixth of the assets part of the subject
Real Estate Portfolio. Please refer to the Valuation Report dated December 2014 for the details of the
assets inspected in occasion of the previous valuation exercise.
Structural Survey
It is our opinion that the data and information collected/provided by us during the inspection of the subject
property is appropriate for carrying out the subject valuation instruction. We bring to your attention that, in
any case, our inspections aim at gaining a general understanding of the state of repair of the property and
of their formal and functional qualities (with reference to the areas we have inspected) with a purely visual
analysis.
The documentation provided by the Client included an indication on a purely general basis of the state of
repairs and the condition of the technical plants of the subject assets, As agreed with the Client, for the
purpose of the valuation of the assets analyzed on a desktop basis, we have assumed that such indications
are correct and no further enquiry has been carried out. Should the results of a technical due diligence
highlight different conditions that the ones reported to us, the results of our analysis could have to be
reviewed accordingly.
With reference to the areas subject to integral redevelopment, our inspections aim exclusively to verify the
quality of the surrounding urban context and the intrinsic qualities of the subject areas.
Deleterious materials and Pollution
We do not normally carry out investigations on site to ascertain whether any building was constructed or
altered using deleterious materials or techniques (including, by way of example, high cement concrete,
wood-wool as permanent shuttering, calcium chloride or asbestos). Unless we are otherwise informed, our
valuations are on the basis that no such materials or techniques have been used.
Tel +39 02 85 86 86 1
fax +39 02 85 86 86 50
Environmental Contamination
We do not carry out site surveys or environmental assessments, or investigate historical records to
establish whether any land or premises are or have been contaminated. Unless we are specifically advised
to the contrary, our valuations assume that the properties are not affected by environmental contamination.
Disposal Costs and Liabilities
No allowances are made for any expenses related to any taxes and impositions. For the purposes of this
valuation, we have not taken into account the effect of the changes to VAT legislation, nor of the changes to
the provisions on property transfer and registration charges, or of the introduction of legal measures
intended to close loopholes in property-tax legislation. If you require certainty as to the possible
considerable effects of changes in legislation on the value of the property, we advise you to contact your tax
advisor.
Confidentiality to Third Parties and Liability
The results of our analysis and our reports are confidential and intended exclusively for the use of the
Client, specified in the subject report or in the instruction letter (please see Section 1). No responsibility is
accepted by any third party.
Neither our valuation reports, nor the relevant results, may be disclosed to Third parties without our prior
written approval, it being understood that IMSER 60 Siinq S.p.A. cannot allow third parties to consider the
results of the analysis carried out by JLL as substitutive of those deriving from their own verifications,
without prejudice to the disclosure by the Client of the data necessary for the financial statements required
by the regulations in force for listed companies.
Similarly, we bring to the Client’s attention that neither the whole nor any part of this report, nor reference
thereto, may be published in any document, statement or circular, nor in any communication with third
parties, without our prior written approval.
Valuation Approach and Methodology
The present Section describes the valuation approach and methodology adopted for the valuation of the
assets subject of the present analysis. The valuation approach has been selected based on the asset
typology, considering the potential buyer typology and its decisional drivers.
It is our opinion that the subject assets, with the exception of the land plot located in Via Marzanica 98 –
Bergamo ( Ref. no. 500-040) represent an investment opportunity for sophisticated real estate investors,
characterized by a structured and advanced approach, for whom the decisional process will be based on
the capability of the asset to generate income and as a medium-long term investment.
It is our opinion that, in consideration of the asset typology, the land plot located in Via Marzanica 98,
Bergamo represents an investment opportunity suitable for a local developer.
Factors such as the potential buyer category, the asset typology and destination of use, have guided the
choice of the appropriate valuation approach and methodology, better described below for each asset
typology.
Tel +39 02 85 86 86 1
fax +39 02 85 86 86 50
Assets leased to Telecom Group
The valuation analysis of the assets leased to the Telecom Group, part of the subject Real Estate Portfolio,
has been performed by adopting an Income approach with a Discounted Cash Flow Analysis (DCF). This
methodology is based on the discount of the cash-flows generated by the property over the period of
analysis. The cash flows comprise the revenues generated by the property and the costs sustained by the
Landlord during the holding period. At the end of this period, it has been assumed that the property will be
sold at market conditions. The exit value has been obtained by capitalising the revenue of the year following
the end of the holding period at an appropriate market capitalisation rate.
The cash flow analysis has been performed taking into consideration inflation and a 10 year holding period
in which the cash flows, composed of the revenues generated by the asset, the sustained costs and the
sale value of the asset at the end of the period, have been projected.
The valuation analysis of the subject property has been performed with Argus Valuation Capitalisation
software, a widely acknowledged software within the real estate sector.
Land Plot located in Via Marzanica 98, Bergamo
The valuation of the subject land plot has been performed by adopting an income valuation approach, more
specifically a residual valuation methodology, usually adopted for the determination of the probable market
value of buildable and/or assets requiring regeneration and/or redevelopment actions.
This valuation method allows to determine the property value as the difference between the estimated
revenue, produced by the sale of the developed product, and the development costs related to its
construction (e.g. construction costs, planning fees, professional fees, marketing costs, etc.) and the
developer’s profit.
We deem appropriate to highlight that, considering the characteristics of the subject property, the analysis
has been performed by using a static model.
Valuation
Based on the information reported in the present document and in the Valuation Report dated December
2014, it is our opinion that the probable total value of the subject Real Estate Portfolio, intended as the sum
of the single Fair Values of the analysed assets valued singularly, in their current state of repairs and use,
subject to the existing lease agreements and with the benefit of vacant possession for the portions that are
not income producing, as at market conditions available at the valuation date is in the order of:
€ 1,698,060,000
(One Billion Six Hundred Ninety Eight Millions Sixty Thousand Euros)
The above reported value is not inclusive of acquisition costs.
Tel +39 02 85 86 86 1
fax +39 02 85 86 86 50
We deem appropriate to specify that the sum of the single Fair Values, equal to the Market Values reported
in the single valuation schedules, is not representative of the Portfolio value in its entirety. Please refer to
Appendix 2 of the present document for the details of the single estimated Fair Values.
__________________
The subject communication has been drawn up on 9th February 2015.
Pierre Marin MRICS
CEO
Appendixes:
-
Appendix 1:
Appendix 2:
Details of the analysed Portfolio
Summary schedule of the analysis results
Stima di un portafoglio immobiliare a prevalente destinazione direzionale di proprietà di società
del gruppo BENI STABILI
Spettabile
BENI STABILI SIIQ
Via Cornaggia, 10
20123 MILANO
Alla cortese attenzione della Dott. Guido Giannetta
Milano, 12 dicembre 2014
Oggetto:
Stima alla data del dicembre 2014 di un portafoglio immobiliare a
prevalente destinazione direzionale di proprietà di Beni stabili Spa SIIQ,
Beni stabili immobiliare 5 S.r.L., Beni Stabili Sviluppo Immobiliare 5 S.r.L.,
Beni Stabili Sviluppo Immobiliare 8 S.p.A., Beni Stabili Sviluppo
Immobiliare 9 S.p.A. e di Beni Stabili Sviluppo Rigamonti S.r.L.
PREMESSA
Alla luce di quanto concordato e dell’incarico conferitoci, abbiamo esaminato il materiale di base
trasmessoci ed abbiamo svolto sopralluoghi ed indagini per verificare posizionamenti specifici,
mercati di riferimento, intorni geografici ed urbani, etc… dei complessi sottopostoci.
Nel prosieguo si illustrano le risultanze delle nostre conclusioni economiche redatte sulla base della
documentazione trasmessaci e dei sopralluoghi direttamente effettuati.
DEFINIZIONE DEL VALORE DI MERCATO
Per valore di mercato s’intende il più probabile prezzo al quale la vendita di un bene immobile
potrà ragionevolmente ritenersi come incondizionatamente conclusa, contro corrispettivo in
denaro, alla data della valutazione, presupponendo:
i.
che la parte venditrice abbia la reale intenzione di alienare i beni;
ii.
che, anteriormente alla data della stima, ci sia stato un ragionevole periodo di tempo
(considerando la tipologia del bene e la situazione del mercato immobiliare di zona e di
settore) per effettuare un’adeguata commercializzazione, concordare il prezzo e le
condizioni di vendita per portare a termine la stessa;
iii.
che il trend di mercato, il livello di valore e le altre condizioni economiche alla data di
stipula del preliminare del contratto di compravendita siano identici a quelli esistenti alla
data della valutazione;
YARD VALTECH S.r.l.
iv.
che eventuali offerte da parte di acquirenti per i quali la proprietà abbia caratteristiche
tali da farla considerare come “fuori mercato” non vengano prese in considerazione.
LIMITI DELLA PRESENTE RELAZIONE
La presente relazione di stima è stata effettuata secondo le istruzioni ricevute, ciononostante vi
sono alcuni limiti inerenti alla relazione stessa che è nostro preciso dovere segnalarVi, come qui di
seguito riportato.
Tali aspetti andranno eventualmente ulteriormente analizzati in quanto non considerati dal
presente rapporto.
1. Nessuna ricerca è stata direttamente effettuata riguardo al titolo di proprietà, alla situazione
catastale, edilizio/urbanistica, ipotecaria od altro. Non sono state effettuate verifiche delle
strutture né analisi sui terreni per la rilevazione della presenza di eventuali sostanze
tossiche e/o comunque inquinanti. Nessun aspetto legale, fiscale o finanziario è stato preso
in considerazione fatto salvo quanto specificatamente illustrato nelle seguenti pagine.
2. Le indicazioni delle indagini di mercato da noi effettuate sui locali mercati immobiliari di zona
e di settore sono a nostro parere rappresentative della situazione di mercato alla data della
presente valutazione. Ciò nonostante non possiamo escludere che esistano ulteriori
segmenti di domanda e/o offerta propri di alcune delle specifiche destinazioni esaminate e
tali da modificare, ma non sensibilmente, l'adozione dei singoli parametri unitari da noi
scelti ed adottati come riferimento.
3. Le consistenze immobiliari relative al cespite esaminato sono state desunte dai tabulati
fornitici dalla Proprietà presupponendole come complete, veritiere e di perdurante validità
stante che in sede di sopralluogo non si sono svolti rilievi ex novo limitandosi a delle
significative misure campionatorie al fine di determinare eventuali scostamenti o di meglio
articolare (per usi specifici, livelli di piano, etc…) le consistenze stesse.
4. Non abbiamo preso visione delle autorizzazioni relative a concessioni edilizie, pratiche di
sanatoria, agibilità e di tutto quanto concerne la regolarità edilizia dei fabbricati, né
effettuato verifiche, con tale finalità, presso gli Enti competenti e/o l’Amministrazione
Comunale e pertanto, in fase di valorizzazione, abbiamo considerato gli assets come
perfettamente regolari ove non diversamente segnalatoci.
BENI OGGETTO DI STIMA
Sono stati resi oggetto di stima i beni corrispondenti alle sotto riportate localizzazioni:
- Bologna, galleria II Agosto 1980, 5/5A;
- Bologna, via delle Lame, 109;
- Bologna, via Galliera, 4;
- Bologna, via Nanni Costa, 28;
- Camburzano, strada comunale Presio Marcellino;
- Cinisello Balsamo, viale Lombardia, 6;
- Firenze, via San Gallo, 126/128;
- Forlì, viale della Libertà, 48;
YARD VALTECH S.r.l.
-
Gorizia, via XX Settembre, 137;
Legnano, via Secchi/Fornace;
Milano, via Bernina, 7;
Milano, via Cornaggia, 6;
Milano, via Dante, 7;
Milano, corso Matteotti, 4/6;
Milano, corso Sempione, 67;
Milano, piazza Sigmund Freud, 1;
Milano, via Amedei, 8;
Milano, via Eritrea, 48/8;
Milano, via Messina, 38;
Milano, via San Nicolao, 16;
Milano, piazza San Fedele, 2;
Milano, viale Certosa, 218;
Milano, via Monte Titano, 10;
Milano, via dell’Unione, 1;
Milano, via Bisceglie, 120;
Milano, via Montebello, 18;
Milano, via Rombon, 11;
Milano via Vittorio Colonna, 4;
Milano, via Schievano, 7;
Milano, via Adamello, via Orobia, via Vezza d’Oglio;
Milano, via Boscovich, 18;
Milano, via Marcora, 12;
Milano, via Scarsellini, 14;
Milano, viale Jenner, 73;
Modena, via Galileo Galilei, 224/230;
Occhieppo Inferiore, strada statale 338;
Padova, piazzale della Stazione, 6A;
Padova, via degli Zabarella, 54;
Padova, via Foscolo, 2;
Popoli, via Gramsci, 100;
Reggio Emilia, via della Previdenza Sociale, 6/6A;
Roma, via dei Boccabelli, 21;
Roma, via dell’Arte, 68;
Roma, Ponte di Nona;
Roma, Cassia Nuova, via Pantaleoni;
Roma, largo Bacigalupo;
Roma, via Ambrosini;
Roma, via Denza;
Roma, via Chelini;
Roma, via Fancelli, 167;
Roma, via Monti Tiburtini;
Roma, via Querini Vertemà;
Roma, via Roccaporena, 44;
Rozzano, Milanofiori, Strada 7;
Rozzano, Milanofiori, Strada 8;
San Bernardino Verbano;
San Donato Milanese, strada statale Nuova Paullese, 415;
Terni, via Bramante, 41/43;
YARD VALTECH S.r.l.
-
Torino, corso Ferrucci, 112;
Torino, corso Marconi, 10;
Torino, corso Galileo Ferraris, 32;
Torino, via Giordano Bruno, 84;
Torino, via Lugaro, 15;
Treviso, via Piave, 19;
Udine, via Gorghi, 18;
Varese, via Volta, 1/3/5;
Varese, Sacro Monte;
Venezia, Lido Riviera San Nicolò, 55;
Vicenza, via Zampieri, 22;
Vico Equense, Monte Faito.
CRITERI DI VALUTAZIONE
In sede di stima ci siamo attenuti a metodologie e principi valutativi di generale accettazione ed in
particolare, nelle valutazioni in esame, abbiamo utilizzato il metodo di volta in volta ritenuto più
idoneo in virtù della tipologia, dell’uso e della natura dell’asset nonché del suo stato occupazionale.
I metodi più ricorrentemente usati, a volte anche in modo affiancato, sono stati quello comparativo
o del mercato (basato sul confronto fra il bene in oggetto ed altri simili recentemente oggetto di
compravendita o correntemente offerti sullo stesso mercato o su piazze concorrenziali), quello
della capitalizzazione del reddito e quello dell’attualizzazione dei flussi di cassa.
La valutazione è conforme ai principi contabili IAS/IFRS
Al fine di accertare il valore e come da mandato ricevuto, Yard Valtech S.r.l. ha effettuato dei
sopralluoghi interni ed esterni su circa un sesto dell’intero patrimonio immobiliare stante che
l’incarico ricevuto ha previsto la visita interna e la copertura integrale dei sopralluoghi avvenisse in
modo frazionato per successivi semestri.
Durante i sopralluoghi, oltre alle informazioni ricevute (consistenza, destinazioni d’uso, etc…), si è
rilevata anche la situazione immobiliare per qualità, condizioni, caratteristiche, livelli impiantistici,
stati conservativi, etc…
Per contro su tutti gli assets residui si è avuta direttamente dalla Committenza un’esaustiva
documentazione afferente tutti gli elementi indispensabili alla stima.
Contestualmente si è provveduto a rilevare informazioni su tutti i mercati locali per poter
determinare i dati rilevanti (prezzi correnti, livelli di domanda e offerta, attese degli operatori,
etc…) necessari per lo sviluppo delle considerazioni di stima.
Tali dati sono stati riferiti alle destinazioni funzionali dei cespiti (sia attuali che, eventualmente,
future) per desumere la massima valorizzazione dell’asset.
Ciò nonostante gli immobili sono stati stimati sulla base del loro attuale stato e delle loro odierne
caratteristiche intrinseche.
I dati riscontrati sui mercati immobiliari locali sono stati prima opportunamente calibrati onde
adattarli alle specifiche caratteristiche della singola proprietà in oggetto e poi utilizzati in funzione
della desiderabilità e dell’appetibilità della stessa sul mercato immobiliare.
Va notato come, nella stima degli assets sottopostici, i valori di riferimento unitari tenuti a base
delle stime risultino generalmente corrispondere alle fasce alte ed in taluni casi al top dei relativi
segmenti di mercato.
YARD VALTECH S.r.l.
Ciò è dovuto al fatto d’aver dovuto considerare tutti gli aspetti peculiari del patrimonio immobiliare
esaminato ed in particolare l’ottimo stato conservativo generale, il manutenzionamento ordinario e
straordinario costante, le garanzie derivanti da tenants di prestigio e lunga data, la loro puntualità
nei pagamenti delle rate locative, il pronto intervento garantito dalla proprietà in caso di insorte
criticità immobiliari e/o di servizi connessi, la fornitura di ambiti completamente finiti e pronti
all’uso e, spesso, anche parzialmente arredati, la mai avvenuta in passato vendita di assets
immobiliari a prezzi inferiori a quelli corrispondenti alle valutazioni semestrali, etc…
Altra osservazione di una certa importanza va a riguardare il quadro di riferimento generale della
società proprietaria che, risultando una Siiq, non è soggetta al rispetto di tempi di alienazione
comunque contenuti (come avviene, ad esempio e per contro, per i fondi immobiliari) e quindi può
legittimamente supporre (avvallata in ciò anche dalle alte redditività garantite dalle
contrattualistiche in essere sul proprio patrimonio) di poter attendere trends di mercato
immobiliare migliori di quelli attuali.
E’ prassi in Italia effettuare valutazioni di cespiti immobiliari a monte dei costi di cessione ed in
conseguenza a ciò non abbiamo considerato alcun costo che potrebbe emergere in fase di
cessione quali imposte, costi legali e di agenzia, etc…
In Italia non è neppure infrequente, in quanto spesso fiscalmente vantaggioso, che trasferimenti di
immobili avvengano tramite cessione del capitale di società immobiliari mentre le nostre valutazioni
non tengono conto di tale possibilità.
Similmente sono sovente riscontrabili pagamenti del prezzo pattuito per transazioni immobiliari
differiti nel tempo con evidenti effetti sull’effettivo prezzo di cessione mentre la nostra valutazione
ipotizza il pagamento completo per contanti o equivalente alla data della valutazione.
IL MERCATO IMMOBILIARE
Andamento generale nazionale
La flessione dei volumi di transazioni che hanno interessato il segmento degli immobili d’impresa in
Italia è cominciata nel 2006 per ciò che concerne il direzionale e si è estesa al commercio ed alle
attività produttive nel 2007 per aggravarsi a partire dal 2008 ed assumere le dimensioni del crollo
fra il 2011 ed il 2012.
Del 2013 sono invece i primi segnali di attenuazione delle perdite.
Attualmente l’economia mondiale vive un periodo mediamente di lieve incremento peraltro
determinato da talune realtà nazionali e con l’Italia che partecipa a tale incremento in modo
ancora assai limitato come testimoniato dalle perduranti difficoltà di avere crediti, dal tasso di
disoccupazione e dalla crisi in cui versano molte aziende.
Il mercato immobiliare italiano segue in maniera allineata l’andamento economico e, pur
perdurando in regresso per prezzi unitari e numero di transazioni, continua la fase di sempre minor
decremento percentuale rispetto al passato recente e taluni settori (il commerciale, ad esempio) di
alcune realtà locali manifestano inversioni di tendenze.
L’interesse degli investitori stranieri si è riaffacciato sul mercato immobiliare italiano anche se
limitatamente ad assets di prestigio facentesi garanti di alti tassi di redditività e legati a valori
unitari ancora in lieve discesa.
YARD VALTECH S.r.l.
Sempre poco appetibili risultano invece le iniziative immobiliari di sviluppo.
Milano e Roma restano le location più ricercate ma gli investitori istituzionali cominciano ad
estendere il loro interesse anche su altri capoluoghi.
Gli uffici presenti sul mercato e/o in via di finitura annoverano mediamente un elevato grado
qualitativo che dovrebbe incentivare la ripresa della domanda che già tende ad assorbire assets di
medesima qualità nel segmento commerciale mentre, per contro, nei settori produttivi e logistici il
prodotto prime scarseggia.
In maggior dettaglio l’andamento del settore direzionale è caratterizzato da una diminuzione di
richiesta sia d’acquisto che di locazione sui grandi tagli dimensionali cui peraltro corrisponde un
investimento in crescita.
Continuano le rinegoziazioni dei contratti locativi, la razionalizzazione degli spazi già occupati ed il
decentramento con attenzione alla presenza di pubblici servizi di collegamento ed all’occupazione
di spazi di elevata classe energetica.
Lievita la domanda degli assets top non sempre soddisfatta dall’offerta presente nonostante il già
rammentato buon livello medio del prodotto presente sul mercato determinato più dai nuovi
interventi che non dalle integrali ristrutturazioni delle location centrali.
Le attese per l’anno a venire vedono prezzi unitari e canoni ancora in lieve decremento fatta salva
la casistica delle aree centrali e tempistiche di vendita attestate mediamente su poco meno di un
anno e quelle sulle locazioni non inferiori agli otto mesi.
Sulla prima domanda di locazione è mediamente applicata una decurtazione del 15% per chiudere
la contrattualistica ed il rendimento medio è pari al 5,5%.
Nel prosieguo sono fornite le situazioni dei singoli mercati immobiliari afferenti le principali città in
cui è concentrato il perimetro degli assets esaminati ed oggetto di valutazione.
Il mercato immobiliare bolognese
Il capoluogo emiliano gode di un mercato immobiliare caratterizzato dalla stabilità.
Tale fenomeno si estende vuoi a quanto concerne i livelli di valori unitari, vuoi all’entità dei canoni
locativi nonché ai tassi di rendimento, ai tempi di chiusura delle transazioni ed anche alla
percentuale di sconto da applicare alla prima domanda per chiudere le transazioni.
Nel settore terziario/direzionale perdura la preferenza dalla domanda alla locazione sull’acquisto e
l’orientamento generale verso tagli non superiori ai 500 mq.
A ciò si accompagna anche il fenomeno di migrazione dal centro verso le aree periferiche alla
ricerca di spazi leggermente maggiori, di costruzioni più nuove e di maggior classe energetica oltre
che ottenibili a canoni unitariamente inferiori mentre le locations centrali restano ambite per i
piccoli tagli come sedi di rappresentanza e/o per studi professionali soprattutto.
I prezzi risultano ancora in leggera flessione in questo specifico segmento del mercato immobiliare
cittadino risultando condizionati dall’immissione sul mercato di nuovo prodotto pari a circa 200.000
mq che ha aumentato le rimanenze invendute facendo raggiungere il 15% circa al margine di
sconto ottenuto sulla prima richiesta nelle transazioni chiuse.
YARD VALTECH S.r.l.
Di seguito si riporta una tabulazione da dati del Monitor Immobiliare di IPI, afferente i valori medi
per compravendite e locazioni del settore direzionale bolognese, articolata vuoi per grandi zone
geografiche che per taglio dimensionale.
PREZZI MEDI €/MQ DI VENDITA DI UFFICI A BOLOGNA
Ubicazione
Centrale
Semicentrale
Periferica
Hinterland
meno di 100 mq
nuovo
usato
6.000,00
5.500,00
3.500,00
3.000,00
4.500,00
4.000,00
2.800,00
2.500,00
da 100 a 300 mq
nuovo
usato
5.000,00
4.500,00
3.000,00
2.800,00
4.000,00
3.500,00
2.500,00
2.500,00
da 300 a 500 mq
nuovo
usato
4.500,00
4.000,00
2.500,00
2.500,00
3.800,00
3.000,00
2.000,00
2.000,00
oltre 500 mq
nuovo
usato
4.000,00
3.500,00
2.300,00
2.000,00
3.000,00
2.000,00
1.800,00
1.500,00
CANONI LOCATIVI MEDI €/MQ/ANNO DI UFFICI A BOLOGNA
Ubicazione
Centrale
Semicentrale
Periferica
Hinterland
meno di 100 mq
nuovo
usato
350,00
200,00
110,00
90,00
280,00
150,00
90,00
80,00
da 100 a 300 mq
nuovo
usato
280,00
150,00
90,00
80,00
150,00
120,00
80,00
70,00
da 300 a 500 mq
nuovo
usato
180,00
120,00
80,00
70,00
130,00
100,00
75,00
65,00
oltre 500 mq
nuovo
usato
150,00
100,00
75,00
65,00
120,00
90,00
65,00
60,00
In particolare, per quanto afferente gli specifici assets di nostro interesse si registrano canoni
locativi afferenti il settore terziario/direzionale attestati sui sotto riportati parametri unitari legati ad
unità di primo livello:
-
Via delle Lame: a nuovo da 175 €/mq/anno per il livello medio fino a 225 €/mq/anno per il
top;
Via Galliera: a nuovo da 150 €/mq/anno per l’usato di media dimensione fino a 350
€/mq/anno per il ristrutturato a nuovo di piccolo taglio;
Via Paolo Nanni Costa: da 150 €/mq/anno a 200 €/mq/anno;
Galleria II Agosto: da 100 €/mq/anno a 150 €/mq/anno.
Il mercato immobiliare milanese
Migliora, sia per la compravendita che per le locazioni, il livello della domanda dopo una fase di
stagnazione a sua volta successiva al progressivo decremento percentuale dei cali registratisi in
precedenza.
E’ auspicio generale che le derivate prime dell’ormai imminente Expo fungano da traino con
particolare riferimento alle opere infrastrutturali e le previsioni in termini di spese turistiche e di
YARD VALTECH S.r.l.
presenze incentivano investimenti in settori particolari quali il ricettivo, la ristorazione, il
commercio, etc… coinvolgendo anche il segmento direzionale ed in particolare quello dei servizi.
In effetti ancora al momento il terziario per uffici milanese costituisce il settore immobiliare in cui si
è registrato uno dei più bassi livelli d’assorbimento anche se occorre notare come ad uno stock di
invenduto/sfitto stimato in circa 1.500.000 di mq faccia da contraltare quello (stimato in circa
2.000.000 di mq) imputabile alle nuove costruzioni/ristrutturazioni.
Il numero delle transazioni è finalmente in lievitazione e fa riferimento per il 35% a zone centrali.
Le migliori locations raggiungono, nonostante questo, valori locativi compresi fra i 400 €/mq/anno
ed i 500 €/mq/anno cui corrispondono valutazioni unitarie di 7.000/10.000 €/mq per il nuovo e di
5.000/.7.000 per l’usato.
Molto richiesta ed apprezzata è la qualità della costruzione e la sua classificazione energetica ed in
tali contestuali presenze si condensano le primarie richieste della domanda.
Il rendimento medio si attesta sul 5,5% ed i canoni unitari variano mediamente da 300 a 500
€/mq/anno nelle aree centrali, da 150 a 300 €/mq/anno nel semicentro e da 100 a 250 €/mq/anno
nelle zone periferiche.
per compravendite e locazioni del settore direzionale milanese, articolata vuoi per grandi zone
geografiche che per taglio dimensionale.
Ubicazione
Centrale
Semicentrale
Periferica
Hinterland
Ubicazione
Centrale
Semicentrale
Periferica
Hinterland
PREZZI €/MQ MEDI DI VENDITA DI UFFICI A MILANO
meno di 100 mq
da 100 a 300 mq
da 300 a 500 mq
nuovo
usato
nuovo
usato
nuovo
usato
11.000,00
6.500,00
4.500,00
2.750,00
7.000,00
4.800,00
3.500,00
1.750,00
9.200,00
5.500,00
3.700,00
2.000,00
7.000,00
4.000,00
2.200,00
1.500,00
8.300,00
4.500,00
2.300,00
1.800,00
6.100,00
3.500,00
1.600,00
1.400,00
CANONI LOCATIVI €/MQ/ANNO MEDI DI UFFICI A MILANO
meno di 100 mq
da 100 a 300 mq
da 300 a 500 mq
nuovo
usato
nuovo
usato
nuovo
usato
500,00
350,00
275,00
165,00
300,00
250,00
220,00
120,00
400,00
250,00
230,00
130,00
350,00
200,00
130,00
95,00
400,00
230,00
140,00
120,00
300,00
175,00
90,00
90,00
oltre 500 mq
nuovo
usato
7.500,00
3.500,00
2.000,00
1.650,00
5.300,00
2.500,00
1.300,00
1.150,00
oltre 500 mq
nuovo
usato
350,00
180,00
140,00
100,00
250,00
130,00
90,00
70,00
YARD VALTECH S.r.l.
-
Piazza San Fedele: da 450 €/mq/anno ad oltre 500 €/mq/anno;
Piazza Freud: da 350 a 475 €/mq/anno;
Via Montebello: da 350 a 425 €/mq/anno;
Via Eritrea: da 150 €/mq/anno a 225 €/mq/anno;
Via Messina: da 225 €/mq/anno a 300 €/mq/anno;
Viale Ortles: da 225 €/mq/anno a 300 €/mq/anno;
Via Bisceglie: da 200 €/mq/anno a 250 €/mq/anno;
Piazza Monte Titano e via Rombon: da 200 €/mq/anno a 250 €/mq/anno;
Corso Sempione: da 225 €/mq/anno a 300 €/mq/anno;
Via dell’Unione: da 350 €/mq/anno a 450 €/mq/anno;
Via Colonna: da 225 €/mq/anno a 325 €/mq/anno;
Via Scarsellini: da 150 €/mq/anno a 225 €/mq/anno;
Via Amedei: da 450 €/mq/anno a 550 €/mq/anno;
Via Boscovich: da 175 €/mq/anno a 300 €/mq/anno;
Viale Jenner: da 175 €/mq/anno a 250 €/mq/anno;
Via Cornaggia: da 350 €/mq/anno a 500 €/mq/anno;
Via Dante: da 500 €/mq/anno a 550 €/mq/anno;
Via Bernina: da 200 €/mq/anno a 300 €/mq/anno;
Viale Certosa: da 150 €/mq/anno a 275 €/mq/anno;
Via Schievano: da 225 €/mq/anno a 275 €/mq/anno.
Il mercato immobiliare padovano
Migliora sensibilmente l’andamento anche dei segmenti di mercato extra abitativi nonostante che
qualche criticità continui a caratterizzare quello terziario/direzionale che, pure, rappresenta circa il
25% del mercato immobiliare regionale.
Gli uffici padovani mostrano un decremento delle transazioni che si fa più sensibile nelle
compravendite che non nelle contrattualistiche locative con conseguente incremento dello stock sul
mercato dell’invenduto e calo di valori/prezzi unitari e dei canoni d’affitto che lasciano stabili solo
quelli afferenti le aree centrali e gli assets di maggior pregio.
Stabile si mantengono invece i tassi del rendimento lordo che si fa garante di redditivita variabili
fra il 5,5% ed il 6,0%.
per compravendite e locazioni del settore direzionale padovano.
Le tabelle a seguire sono articolate vuoi per grandi zone geografiche che per taglio dimensionale.
YARD VALTECH S.r.l.
PREZZI MEDI €/MQ DI VENDITA DI UFFICI A PADOVA
Ubicazione
Centrale
Semicentrale
Periferica
Hinterland
meno di 100 mq
nuovo
usato
4.000,00
3.500,00
1.800,00
1.300,00
3.500,00
2.500,00
1.600,00
1.100,00
da 100 a 300 mq
nuovo
usato
3.500,00
3.500,00
1.700,00
1.200,00
3.000,00
2.500,00
1.500,00
1.000,00
da 300 a 500 mq
nuovo
usato
3.000,00
3.000,00
1.500,00
1.100,00
2.500,00
2.000,00
1.300,00
900,00
oltre 500 mq
nuovo
usato
3.000,00
3.000,00
1.400,00
1.000,00
2.500,00
1.500,00
1.100,00
800,00
CANONI LOCATIVI MEDI €/MQ/ANNO DI UFFICI A PADOVA
Ubicazione
Centrale
Semicentrale
Periferica
Hinterland
meno di 100 mq
nuovo
usato
150,00
130,00
120,00
100,00
120,00
100,00
100,00
80,00
da 100 a 300 mq
nuovo
usato
140,00
120,00
110,00
90,00
115,00
95,00
90,00
75,00
da 300 a 500 mq
nuovo
usato
130,00
100,00
100,00
80,00
110,00
85,00
80,00
70,00
oltre 500 mq
nuovo
usato
120,00
100,00
90,00
75,00
100,00
80,00
75,00
65,00
-
Piazzale della Stazione: da 75 €/mq/anno a 125 €/mq/anno;
Via Foscolo: da 100 €/mq/anno a 150 €/mq/anno.
Il mercato immobiliare romano
Roma mostra tendenze vuoi sulle operazioni di compravendita che su quelle afferenti i contratti di
locazione piuttosto negative ed estendibili a tutti i segmenti del mercato.
Il tutto appare ascrivibile allo stock disponibile di difficile assorbimento anche a causa della vetustà
media di molti edifici e della loro offerta nell’attuale stato da riqualificare.
In allungamento anche le tempistiche necessarie per chiudere le transazioni.
I settori di maggior criticità riguardano quelli commerciali e direzionali che hanno recentemente
mostrato valori e canoni unitari in decremento anche sulle locations più prestigiose.
In particolare per gli uffici cittadini al non favorevole momento economico si sono aggiunti segnali
di peggioramento nell’assorbimento ed il volume trattato in termini di superficie si è ridotto
moltissimo rispetto all’anno precedente nonostante l’avvenuta chiusura di operazioni importanti.
Anche su Roma si segnala una tendenza al decentramento con conseguente incremento
dell’invenduto/sfitto nelle zone più centrali anche se, per contro, Roma è una delle città italiane
dove il maggior interesse della domanda va a riguardare tagli dimensionali superiori ai 500 mq
risultando determinata da istituti di credito e/o assicurativi oltre che da enti pubblici o prestanti
servizi d’uso pubblico.
YARD VALTECH S.r.l.
Il livello medio degli uffici non è alto e solo una minima parte appartiene ad edifici di classe
energica A mentre la domanda si orienta su costruzioni moderne garanti di costi gestionali
contenuti.
Nell’ultimissimo periodo si riscontra, in conseguenza allo stallo di nuove iniziative, una diminuzione
dello sfitto la cui superficie complessiva risulta di poco superiore al mezzo milione di mq.
In lievitazione sono invece ancora i tempi di chiusura delle transazioni locative che restano sotto
l’anno solo nelle aree centrali raggiungendo invece i 15 mesi in periferia.
In calo i rendimenti lordi annui.
Di seguito si riporta una tabulazione da dati del Monitor Immobiliare di IPI afferenti i valori medi
per compravendite e locazioni del settore direzionale romano.
La stessa è articolata vuoi per grandi zone geografiche che per taglio dimensionale.
PREZZI MEDI €/MQ DI VENDITA DI UFFICI A ROMA
Ubicazione
Centrale
Semicentrale
Periferica
Hinterland
meno di 100 mq
nuovo
usato
7.500,00
5.500,00
2.000,00
1.500,00
7.000,00
5.000,00
2.000,00
1.500,00
da 100 a 300 mq
nuovo
usato
6.500,00
4.900,00
2.000,00
1.500,00
6.000,00
4.000,00
1.700,00
1.300,00
da 300 a 500 mq
nuovo
usato
6.000,00
4.500,00
1.900,00
1.400,00
5.000,00
3.500,00
1.600,00
1.200,00
oltre 500 mq
nuovo
usato
5.500,00
4.000,00
1.800,00
1.300,00
4.000,00
2.500,00
1.500,00
1.000,00
CANONI LOCATIVI MEDI €/MQ/ANNO DI UFFICI A ROMA
Ubicazione
Centrale
Semicentrale
Periferica
Hinterland
meno di 100 mq
nuovo
usato
380,00
330,00
130,00
120,00
350,00
300,00
130,00
120,00
da 100 a 300 mq
nuovo
usato
330,00
290,00
130,00
120,00
300,00
240,00
110,00
105,00
da 300 a 500 mq
nuovo
usato
300,00
280,00
125,00
110,00
260,00
210,00
100,00
100,00
oltre 500 mq
nuovo
usato
270,00
240,00
120,00
105,00
200,00
170,00
90,00
80,00
locativi attestati sui sotto riportati parametri unitari:
-
Zona Eur (asset di via dell’Arte): da 240 €/mq/anno a 350 €/mq/anno;
Via dei Boccabelli: da 240 €/mq/anno a 275 €/mq/anno come top price.
YARD VALTECH S.r.l.
Il mercato immobiliare torinese
Torino si segnala per valori unitari ancora in decremento, per l’incremento della disponibilità di
spazi sul mercato, per l’allungarsi dei tempi di chiusura delle transazioni e per l’innalzamento della
percentuale di riduzione sulla prima richiesta da concedere alla domanda per giungere all’atto di
compravendita e/o alla sottoscrizione dei contratti locativi ma, nonostante ciò, stabili risultano i
rendimenti.
In particolare per gli uffici si registra una domanda contenuta, un tempo medio di chiusura della
transazione non inferiore ai dieci mesi ed una richiesta di sconto sulla prima domanda variabile dal
10% al 15%.
I valori unitari si attestano sul parametro medio di €/mq 3.500 su piccoli tagli dimensionali mentre
scendono all’incrementarsi delle superfici fino ai 2.500 €/mq con locazioni fra i 120 ed i 150
€/mq/anno e, per le locations periferiche, fino anche ai 1.500 €/mq con canoni da 100 a 120
€/mq/anno.
Molto apprezzati sono gli intorni urbani del Lingotto e del tribunale mentre la difficoltà sulle aree
centrali risultano legate alla vetustà media delle costruzioni, ai conseguenti alti costi gestionali ed
alla scarsità delle possibilità di parcheggio.
Di seguito si riporta una tabulazione da dati del Monitor Immobiliare di IPI afferenti i valori medi
per compravendite e locazioni del settore direzionale torinese.
La stessa è articolata vuoi per grandi zone geografiche che per taglio dimensionale.
Ubicazione
Centrale
Semicenmtrale
Periferica
Hinterland
Ubicazione
Centrale
Semicentrale
Periferica
Hinterland
YARD VALTECH S.r.l.
PREZZI €/MQ MEDI DI VENDITA DI UFFICI A TORINO
meno di 100 mq
da 100 a 300 mq
da 300 a 500 mq
nuovo
usato
nuovo
usato
nuovo
usato
oltre 500 mq
nuovo
usato
3.500,00
3.500,00
2.500,00
2.000,00
3.000,00
2.500,00
2.000,00
1.700,00
3.000,00
3.000,00
2.000,00
1.500,00
3.500,00
3.000,00
2.000,00
2.000,00
3.000,00
2.500,00
1.700,00
1.500,00
3.000,00
2.500,00
2.000,00
1.800,00
2.500,00
2.000,00
1.700,00
1.300,00
CANONI LOCATIVI €/MQ/ANNO MEDI DI UFFICI A TORINO
meno di 100 mq
da 100 a 300 mq
da 300 a 500 mq
nuovo
usato
nuovo
usato
nuovo
usato
180,00
150,00
120,00
110,00
150,00
130,00
100,00
100,00
180,00
130,00
120,00
110,00
150,00
110,00
90,00
100,00
150,00
120,00
110,00
100,00
130,00
100,00
90,00
80,00
2.500,00
2.000,00
1.500,00
1.200,00
oltre 500 mq
nuovo
usato
150,00
120,00
110,00
100,00
130,00
100,00
85,00
70,00
locativi afferenti il settore terziario/direzionale attestati sui sotto riportati parametri unitari:
-
Corso Marconi: da 125 €/mq/anno a 150 €/mq/anno per assets di condizioni normalizzate
con top price fino a 175 €/mq/anno;
Via Galileo Ferraris: da 100 €/mq/anno a 150 €/mq/anno per assets di condizioni
normalizzate con top price fino a 200 €/mq/anno;
Corso Ferrucci: da 100 €/mq/anno a 125 €/mq/anno ed oltre anche in dipendenza dal
taglio dimensionale;
Via Giordano Bruno: da 75 €/mq/anno a 100 €/mq/anno per assets di condizioni
normalizzate;
Via Lugaro: da 75 €/mq/anno a 100 €/mq/anno per assets di condizioni normalizzate fino a
150 €/mq/anno per i top price in centri direzionali.
Altri mercati
L’oggetto delle nostre indagini si è esteso anche ad altre città interessate dal pacchetto
immobiliare esaminato e le risultanze sono evidenziate sinteticamente nel prosieguo.
Cinisello Balsamo (MI)
Il mercato immobiliare di Cinisello si impernia sull’asse viario del viale Fulvio Testi su cui
prospettano le principali sedi terziarie sia direzionali che, soprattutto, commerciali.
L’offerta è in lievitazione ed i canoni non superano i 150 €/mq/anno.
Forlì
Anche Forlì è fra le città il cui mercato immobiliare è più che sostanzialmente legato al segmento
residenziale divenendo di semplice interesse locale per gli immobili d’impresa ed in particolare per
quelli direzionali.
Per questi ultimi le nuove realizzazioni hanno portato l’offerta a dominare la domanda anche per lo
stock già precedentemente sul mercato.
L’area in esame è caratterizzata da profonde riqualificazioni che hanno immesso sul mercato
oggetti nuovi di buona qualità con richieste di canoni locativi da 125 a 175 €/mq/anno.
Pertanto gli asset di buona qualità ma frutto di ristrutturazioni mostrano canoni compresi solo fra
100 e 125 €/mq/anno.
Gorizia
Il numero delle transazioni chiuse è in diminuzione mentre prezzi e canoni di prima richiesta si
mantengono stabili ma contenuti.
Il segmento immobiliare del terziario/direzionale è uno di quelli che mostra le peggiori
performances anche perché storicamente poco interessante per la città dove gli ambiti direzionali
sono ricavati quasi sempre (e soprattutto nelle zone centrali) da spazi residenzial/abitativi.
Per uffici di medie condizioni non si superano valori compresi fra i 1.000 €/mq ed i 1.400 €/mq per
la vendita ed i 75/105 €/mq/anno per la locazione.
YARD VALTECH S.r.l.
Popoli (PE)
Mercato immobiliare locale limitato all’uso abitativo e del tutto estraneo, fatto salvo il segmento
pubblico, al settore direzionale presente solo con uffici per studi professionali ricavati in spazi
vocazionalmente residenziali.
I canoni variano dai 50 ai 75 €/mq/anno condizionati ancora dalle derivate degli eventi sismici che
hanno interessato anche l’abitato centrale di Popoli.
Reggio Emilia
Al di fuori del segmento residenzial/abitativo il mercato immobiliare di Reggio è caratterizzato da
un interesse pressoché esclusivamente locale con conseguente localizzazione degli spazi direzionali
(tutti di piccolo taglio) in edifici tipologicamente residenziali.
La riqualificazione di parti della città (fra cui quella oggetto della nostra indagine) ha portato ad un
livello qualitativo e ad una recentezza di ambiti con conseguenti adeguamenti
funzional/impiantistici.
L’assorbimento, tuttavia, è lento proprio per la scarsità della domanda peraltro più orientata alla
locazione che non all’acquisto.
Fra i 100 €/mq/anno ed i 175 €/mq/anno variano le quotazioni dei canoni locativi.
Rozzano (MI)
Il mercato immobiliare di Rozzano, per quanto afferente il segmento terziario/direzionale, è
considerato una delle tipiche locations corrispondenti alle periferie terziarie milanesi di cui riveste,
anche in termini di transazioni, un peso importante per le motivazioni già espresse trattando le
grandi città in generale e Milano in particolare.
La location gode, cioè, di perifericità (decentramento delle grandi superfici), di buona accessibilità
viabilistica, di recentezza edilizia e di richieste di canoni più contenuti rispetto a quelli del centro
urbanizzato metropolitano.
Nonostante ciò a tutt’oggi resta una netta predominanza dell’offerta sulla domanda ed un
crescente livello concorrenziale solo in parte compensata dal netto e recente miglioramento in
termini di fruibilità con mezzi pubblici.
I canoni variano dai 150 ai 200 €/mq raggiungendo il livello massimo solo per ambiti di recente ed
integrale ristrutturazione.
Terni
Vivace è il segmento residenziale del mercato locale mentre per quello direzionale si ha un certo
predominio dell’offerta sulla domanda determinato da recenti sviluppi, tutti d’uso misto, sia in
locations centrali che in zone periferiche da un lato e, dall’altro, dalla piccola dimensione delle
imprese e società interessate, tutte di livello locale, che ricercano tagli adeguati.
Fa riscontro una preferenza orientata agli ambiti centrali.
L’area oggetto del nostro interesse vede anch’essa una buona offerta in termini di spazi cui non
sempre si accompagna però un’adeguata qualità/funzionalità a causa della vetustà degli immobili.
I canoni variano in centro fra i 100 ed i 150 €/mq/anno mentre nelle zone di minor prestigio non
superano i 125 €/mq/anno.
Treviso
Valori e canoni in decremento caratterizzano il segmento terziario/direzionale del mercato
immobiliare della città di Treviso soprattutto per la grande quantità di prodotto immesso di recente
sul mercato a seguito della chiusura di nuove cantierizzazioni che fa dominare (e piuttosto
YARD VALTECH S.r.l.
sensibilmente) l’offerta sulla domanda, incrementare i tempi di contrattazione e la percentuale di
sconto ottenuta sulla prima richiesta.
Nonostante la contenutezza dell’urbanizzato, anche a Treviso il centro città non è più al centro
dell’attenzione della già scarsa domanda.
I canoni locativo si attestano fra i 75 ed i 125 €/mq/anno.
Udine
Udine gode di un mercato immobiliare caratterizzato da una sostanziale stabilità che si estende al
numero delle transazioni, ai livelli di valore ed a quelli di redditività.
Nonostante ciò permane alta l’offerta di spazi direzionali mentre la richiesta si orienta soprattutto
sulla conduzione in locazione.
I canoni, mediamente attestati da €/mq/anno 100 ad €/mq/anno 125, raggiungono punte di 150
€/mq/anno se riferite a locations e ad immobili di prestigio.
Varese
Leggero calo dei valori/canoni unitari cui peraltro se ne accompagna un secondo più sensibile
afferente il numero delle transazioni con particolare riferimento a quelle del segmento direzionale.
Ad una domanda che si fa insensibile corrisponde un’offerta ampia e variegata, anche per le
locazioni, vuoi per singole zone d’ubicazione che per la qualità e la dimensione dell’oggetto offerto
con conseguenti “sovrapposizioni” di valori e canoni.
Questi ultimi vanno da minimi attestati sui 75 €/mq/anno a non oltre 225 €/mq/anno limitatamente
ad unità centrali, di piccolo taglio ed in ottime condizioni.
Vicenza
Mercato immobiliare caratterizzato da un numero di transazioni in calo con derivate conseguenti in
termini di tempi di chiusura delle trattative e di lievitazione (fino al 15%) dello sconto ottenuto
sulla prima richiesta.
Tempi maggiori e scostamenti più alti caratterizzano le unità di ampia dimensione.
L’area di nostro interesse è stata oggetto di recenti nuove creazioni di assets specificatamente
destinati al settore direzionale i cui canoni variano dai 100 ai 125 €/mq/anno.
YARD VALTECH S.r.l.
VALUTAZIONE
Rimandando al contenuto dei singoli report prodotti assets per assets per tutto quanto concerne
limiti, assunzioni, parametri, tassi, valori unitari, descrizioni, localizzazioni, consistenze, situazione
urbanistica, estremi catastali, valutazioni di dettaglio, etc…, nel prosieguo si riporta sotto forma
tabulare un prospetto degli immobili stimati.
Comune
Indirizzo
Bologna
Via delle Lame, 109
Bologna
Via Galliera, 4
Bologna
Via Paolo Nanni Costa, 28
Bologna
Galleria 2 Agosto 1980, 5/5A
Camburzano
Camburzano
Cinisello Balsamo
Viale Lombardia, 6/Via Fulvio Testi, 117
Firenze
Via San Gallo, 126/128
Forlì
Viale della Libertà, 48
Gorizia
Via XX Settembre, 137
Legnano
Via Fornace
Milano
Corso Giacomo Matteotti, 4/6
Milano
Via Scarsellini, 14
Milano
Viale Edoardo Jenner, 73
Milano
Via Amedei, 8
Milano
Via Ruggero Boscovich, 18
Milano
Via Vittoria Colonna, 4
Milano
Via Messina, 38 (Torre B)
Comune
Indirizzo
YARD VALTECH S.r.l.
Milano
Via Messina, 38 (Torre D)
Milano
Piazza Monte Titano, 10
Milano
Via Rombon, 11
Milano
Corso Sempione, 67
Milano
Via Montebello, 18/Corso di Porta Nuova, 7
Milano
Via dell’Unione, 1/Via Torino, 21
Milano
Via Bisceglie, 120
Milano
Piazza Sigmund Freud, 1 (Torre A)
Milano
Piazza Sigmund Freud, 1 (Torre B)
Milano
Piazza Sigmund Freud, 1 (Corpo C)
Milano
Piazza Sigmund Freud, 1 (Accessori)
Milano
Via Eritrea, 48/8
Milano
Via Marcora, 12
Milano
Via Schievano, 7
Milano
Via Adamello/Via Orobia/Via Vezza d’Oglio
Milano
Viale Certosa, 218
Milano
Via Cornaggia, 6 (porzione non strumentale)
Milano
Via Cornaggia, 6 (porzione strumentale)
Milano
Via Dante, 7
Milano
Via Bernina, 7
Milano
Piazza San Fedele, 2
Milano
Via San Nicolao, 16/Piazza Cadorna, 3
Comune
Indirizzo
YARD VALTECH S.r.l.
Modena
Viale Galileo Galilei, 224/230
Occhieppo Inferiore
Occhieppo Inferiore
Padova
Piazzale della Stazione, 6/A
Padova
Via degli Zabarella, 54
Padova
Via Ugo Foscolo, 2
Popoli
Via Gramsci, 100
Reggio Emilia
Via della Previdenza Sociale, 6/6A
Roma
Via Ludovico di Vartemà
Roma
Via Domenico Chelini
Roma
Via Denza
Roma
Via Ambrosini
Roma
Via Monti Tiburtini
Roma
Via Matteo Pantaleoni (Cassia Nuova)
Roma
Via Fancelli/Rugantino/Pelizzi
Roma
Via dei Boccabelli, 21
Roma
Località Ponte di Nona, Via Prenestina, km 16
Roma
Via Roccaporena, 44
Roma
Largo Valerio Bacigalupo
Roma
Via dell’Arte, 68
Rozzano
Strada 7 Milanofiori
Rozzano
Strada 8 Milanofiori
San Bernardino a Verbano
San Bernardino a Verbano
Comune
Indirizzo
YARD VALTECH S.r.l.
San Donato Milanese
Strada statale Nuova Paullese, 415
Terni
Via Bramante, 41/43
Torino
Corso Galileo Ferraris, 32
Torino
Via Lugaro, 15
Torino
Via Giordano Bruno, 84
Torino
Corso Ferrucci, 112 (porzioni direzionali)
Torino
Corso Ferrucci, 112 (porzioni ricettive)
Torino
Corso Guglielmo Marconi, 10
Treviso
Via Piave, 19
Udine
Via Gorghi, 18
Varese
Via Alessandro Volta, 1/3/5
Varese
Via Sacro Monte
Venezia
Località Lido, Riviera San Nicolò, 55
Vicenza
Via Giuseppe Zampieri, 22
Vico Equense
Località Monte Faito
Il valore complessivo dell’intero patrimonio risulta pari, post minimo arrotondamento apportato ad
€ 2.043.821.000,00 (Euro duemiliardiquarantatremilioniottocentoventunomila/00).
NOTA FINALE
Le nostre valutazioni ed i nostri studi sono assolutamente confidenziali e riservati all’interno della
Yard Valtech S.r.L. e delle società proprietarie degli assets esaminati identificate in Beni Stabili
S.p.A. SIIQ, Beni Stabili Immobiliare 5 S.r.L., Beni Stabili Immobiliare 8 S.p.A., Beni Stabili
Immobiliare 9 S.p.A. e Sviluppo Ripamonti S.r.L.
Il contenuto delle stesse può essere mostrato, in forma integrale, ad altri eventuali consulenti delle
società sopra menzionate ed alle banche finanziatrici mentre per il resto le informazioni contenute
nella presente relazione di stima sono trasmettibili a Terzi solo previo consenso scritto di Yard
Valtech S.r.L., fatti salvi gli usi di legge e regolamentari.
Il presente documento è stato elaborato da:
YARD VALTECH S.r.l.
Dott. Arch. Antonio Dallera
Dott. Alberto Quaretti
Amministratore Delegato
Valuation Division Director
Yard Valtech S.r.l.
Yard Valtech S.r.l.
Con la collaborazione di:
Yard – Research Division
Yard Valtech S.r.l.
Corso Vittorio Emanuele II, 22
20122 – Milano
Tel. +39.02.778070.1
Fax. +39.02.76319216
www.yard.it
YARD VALTECH S.r.l.
Beni Stabili S.p.A. SIIQ
Registered office in Rome, via Piemonte 38
Authorized share capital Euro 331,687,651.60
Subscribed and paid in share capital Euro 226,942,588.60
Tax Code and Rome Companies Register number 00380210302
VAT no. 04962831006
CALL OF THE GENERAL MEETING
The Shareholders are called to the General Meeting at the Auditorium of Beni Stabili S.p.A. SIIQ
in Milan, Via Carlo Ottavio Cornaggia 8, on single call on 9 April 2015 at 11:00 a.m. to discuss
and decide on the following
AGENDA
1. Financial statements as at 31 December 2014 and related Management Report. Board of
Statutory Auditors Report on the period ended 31 December 2014. Dividend distribution to
shareholders.
Pertinent and consequent resolutions.
2. Appointment of the Board of Statutory Auditors for 2015, 2016 and 2017 by the list voting
procedure envisaged in Article 20 of the Articles of Association.
Appointment of the Chairman.
Determination of remuneration.
3. Examination of the first part of the Remuneration Report.
***
General Meeting attendance
The legal right to participate in the General Meeting and to exercise voting rights is confirmed by
notice issued to the Company, pursuant to relevant law and the Articles of Association, by
authorised intermediaries acting on behalf of the interested parties, which must reach the
Company by the end of the third trading day prior to the date of the General Meeting or, at the
latest, before discussion of items on the agenda indicated in the individual notice of call. Note that
confirmation from the authorised intermediaries is provided on the basis of records held on close
of business on the seventh trading day prior to the date of the General Meeting, i.e. by close of
business on 27 March 2015 (the record date). It should also be emphasised that persons proving
to be holders of shares only after that date shall not have the right to attend or vote at the
General Meeting.
Every Shareholder has the right to be represented by a third party, who need not be a
Shareholder, by written proxy notified by the means and terms specified by law. A form for use in
delegating proxy representation at the Meeting can be obtained from the authorised
intermediaries or from the Company web site. Those wishing to attend the General Meeting as
Shareholder representatives must submit the relevant document at the time of registering
attendance at the Meeting, or via the certified e-mail address [email protected]. In
accordance with the Articles of Association, the Company does not make use of the option to
appoint a representative to which Shareholders may delegate voting proxy.
Note that attendance of the General Meeting via electronic means is not envisaged, nor the
option to exercise voting rights by correspondence or by email notification.
Additions to the Agenda and presentation of new proposed resolutions
Any Shareholder who, individually or collectively, represents at least one fortieth of the share
capital, may within ten days of publication of this notice of call request addition to the agenda of
other matters to be discussed, indicating those matters in their application, or presenting
proposed resolution on items already on the agenda. Applications, together with the certificate
attesting ownership of the share, must be submitted in writing, via recorded delivery letter, to the
registered office of the Company, addressed for the attention of the Corporate Office, or sent to
the certified email address [email protected]. Otherwise, those with voting rights
may individually present proposed resolutions in the shareholders' meeting. Disclosure of
additions to the agenda, or the presentation of further proposed resolutions on items already on
the agenda, are made in the same ways prescribed for publication of the notice of call, at least
fifteen days prior to the date of the General Meeting. Additional proposed resolutions on items
already on the agenda are made available to the public in the same ways of the reports on each
of the items of the agenda and at the same time as publishing news of the presentation. Addition
to the agenda is not permitted for topics on which, in accordance with law, the General Meeting
resolves on proposals from the administrative body or on the basis of a project or report prepared
by it. Shareholders requesting addition to the agenda shall prepare a report giving the reason for
the proposed resolutions on the new items for which it proposes discussion or the reason relating
to additional proposed resolutions presented on items already on the agenda. Those
Shareholders must deliver the report to the Board of Directors - by the methods indicated above
for applications for additions - by the final deadline for submission of the application. The Board
of Directors will then disclose to the public the report accompanied by any assessments, when
publishing disclosure of the addition or presentation to the agenda, in the same ways envisaged
for documentation relating to the General Meeting.
Right to ask questions
Every Shareholder has the right to ask questions on matters indicated in the agenda even prior to
the Shareholders' Meeting, by submitting a written query, which must be received by the 6 April
2015, to the registered office of the Company, c/o the Corporate Office, or via the certified email
address [email protected], on which the Company reserves the right to provide a
single reply to questions on the same issue.
Information for Shareholders
Note that the share capital is divided into 2,269,425,886 ordinary shares with a nominal value of
€ 0.10 each, and each share gives the right to one vote at the General Meeting. At the time of
issue of this notice of call, the Company directly holds 961,000 treasury shares, equal to 0.04%
of the share capital, on which the right to vote and right to receive profits are suspended in
accordance with law.
With reference to the second item on the agenda of the meeting, pursuant to Art. 148 of Italian
Legislative Decree 58/1998 (the Finance Consolidation Act) and Art. 20 of the Articles of
Association, the Board of Statutory Auditors is appointed on the basis of lists submitted by
Shareholders, prepared in accordance to the applicable law, in which the candidates must
ordered by sequential numbering.
Only Shareholders who, individually or collectively with other Shareholders, represent at least 1%
of the share capital have the right to submit lists. The lists must be filed with the Corporate Office
at the registered office of the company at least twenty-five days prior to the date of the General
Meeting, or submitted via the certified email address [email protected] (15 March
2015, extended to 16 March 2015, the first subsequent business day), together with the
documents and/or disclosures envisaged in current regulations on such matters, especially
including certification issued by an authorised intermediary confirming the aforementioned
possession of shares, candidate CVs and declarations by which the candidates accept their
candidacy and - under their own responsibility - confirm that there are no grounds for their
ineligibility or incompatibility and that the current legal requisites for the office in question are
satisfied. Note that the certification can also be submitted after filing of the lists, provided it is
received at least twenty-one days prior to the date of the General Meeting. The company will
disclose such documents to the public at least twenty-one days prior to the date of the General
Meeting, by the methods indicated below.
Documents relating to items on the Agenda will be disclosed by the deadlines envisaged under
related applicable regulations, at the registered office at Via Piemonte 38, Rome, on the Borsa
Italiana S.p.A.’s website, on the authorized central storage mechanism “1Info” (www.1info.it) and
also on the Company’s web site www.benistabili.it, where are even available the current Articles
of Association and any documents required by law.
Rome, 27 February 2015
for the Board of Directors
The Chairman
(Enrico Laghi)
***
An extract of this notice has been published on “Il Sole 24 Ore” of 27 February 2015.
Beni Stabili Group
Management Report
KEY PROPERTY AND FINANCIAL INDICATORS
Key property indicators1
Accounting rents
-1.7% on a like-for-like basis compared to 31 December
2013 +0.8% (Euro millions)
250
231.1
Average maturity of lease contracts
(years)
227.1
7.0
6.8
6.6
6.4
6.2
6.0
5.8
200
150
100
50
0
31.12.2013
31.12.2014
6.9
6.3
31.12.2013
31.12.2014
(*) The figures do not include the sublease of via Piemonte. Including
such amount, the rentals would amount to 231.7 million of Euro for 2013
and 227.4 million of Euro for 2014.
Occupancy rate
(Core Portfolio)
100.0%
98.5%
Market value of the real estate portfolio
(Euro millions)
95.2%
4,200
50.0%
4,157.0
4,093.0
4,100
4,000
0.0%
31.12.2013
31.12.2013
31.12.2014
31.12.2014
For further details on the real estate portfolio, see “Business Segments”.
1
The like-for-like growth rate for rent revenues is calculated on rents relating to the stabilised portfolio, i.e. the growth rate deriving from 1) the effect of
indexing to inflation; 2) the effect of vacancy increases or decreases on the portfolio; 3) the effect of rent renegotiated on lease termination or new rents.
The stabilised portfolio is the portfolio adjusted for sales and reclustering.
The like-for-like growth rate of the portfolio value is calculated on the stabilised portfolio, i.e. on the portfolio after adjustments for sales and any
reclassification of operating class.
47
Key economic, financial and equity indicators
Net Group income
(231.6)
0.0
(50.0)
Group recurring cash net income
(4.2)
73.9
70.0
(100.0)
(150.0)
50.0
(200.0)
30.0
(250.0)
31.12.2013
87.2
90.0
10.0
31.12.2014
31.12.2013
31.12.2014
NNNAV
(Euro millions)
NNNAV per share
Euro 0.797 as at 31.12.2014
Euro 0.961 as at 31.12.2013
1,900
1,850.0
1,840.0
1,840.0
1,808.9
1,840.0
1,800
1,830.0
1,820.0
1,700
1,808.9
1,810.0
1,600
1,800.0
1,790.0
1,500
31.12.2013
31.12.2014
INTEREST COVER RATIO
LTV
EBITDA (excluding sales margins) / net cash
financial charges
Net debt/real estate portfolio value
1.79
1.80
1.60
54.0%
52.9%
53.0%
1.55
52.1%
52.0%
50.8%
51.0%
1.40
50.0%
1.20
49.9%
49.0%
1.00
31.12.2013
31.12.2014
48.0%
31.12.2013
31.12.2014
Accounting value of net debt/carrying amount of real estate portfolio (including preliminary
sales contracts and transfer tax)
Accounting value of net debt/carrying amount of real estate portfolio
For further details on the above figures (in Euro millions), see “Financial review”.
48
DATA RELATING TO SHAREHOLDERS AND MARKET PERFORMANCE
Source: Consob http://www.consob.it/main/documenti/assetti_proprietari/semestre12015/116985_Az.html?hkeywords=&docid=45&page=0&hits=242&nav=false&filedate=27/01/2015&sem=/documenti/assetti_proprietari/
semestre1-2015/116985_Az.html&link=Pie-chart+Capitale+ordinario=/documenti/assetti/semestre12015/116985_TOrdDich.html%3b+Pie-chart+Capitale+votante=/documenti/assetti/semestre1-2015/116985_TVotDich.html
The company shareholders consist of Foncière des Régions by 48.3% and Crédit Agricole (Amundi Asset
Management) by about 5.0%, whereas the free float amounts to 46.7%.
Source: Reuters; 31 December 2014
During 2014, the Beni Stabili security recorded a positive performance of +20.6% compared both to the
FTSE MIB index (+0.4%) and the EPRA index (+21.4%). At the end of 2014, the price of the security was
0.58 Euro, corresponding to a market capitalisation of approximately 1,317 million of Euro.
49
MAIN EVENTS DURING THE YEAR
Refinancing of the Imser borrowing
On 18 September 2014, taking advantage of the positive financial market conditions, the debt securities of
Imser 60 securitisation were repaid in advance (and the related borrowings from banks were repaid). The
securitisation was conducted in 2002 for financing the real estate portfolio leased to Telecom Italia,
belonging to Imser 60 and maturing in 2021.
The financial resources required for the early repayment and the refinancing of the securitisation of
approximately 655,800 thousand of Euro (including the costs of capital increase completed in October 2014),
were found as follows:

300,000 thousand of Euro, by taking out a six-year mortgage loan, disbursed by a group of no. 7
Italian and international banks;

200,000 thousand of Euro, by taking out a two-year corporate loan, disbursed by a group of no. 3

approximately 150,000 thousand of Euro, through a bridge loan, maturing as at 31 December 2014,
disbursed by a group of no. 3 Italian and international banks. This loan was repaid with the amounts
deriving from the capital increase of Beni Stabili S.p.A. SIIQ, completed in October 2014;

the residual amount, through cash at the disposal of the Group.
The transaction allowed the Beni Stabili Group to further optimise its financial structure. In particular, cash
financial charges will decrease on an annual basis by more than 30,000 thousand of Euro, significantly
increasing the cash generation profile of the Group, without generating a significant impact on the loan to
value, thanks to the capital strengthening carried out with the capital increase.
The early repayment of the Imser 60 securitisation resulted in the recognition in the 2014 Income Statement
of settlement expenses of 148,393 thousand of Euro, mostly deriving from the early closing of contracts to
hedge the interest-rate and inflation risks related to the securitisation and the payment of the fees due to the
holders of fixed rate securities due by contract in case of early repayment. Part of the above-mentioned
expenses amounting to 74,671 thousand of Euro was already recognised in equity pursuant to the “hedge
accounting” principles and was transferred to the Income Statement, as envisaged by the reference
accounting standards, without any effect on the final value of equity itself.
Share capital increase of Beni Stabili S.p.A. SIIQ
On 25 September, the Board of Directors of Beni Stabili fixed the final conditions of the capital increase,
resolved by the Shareholders’ Meeting of 31 July 2014, deciding to issue up to 353,122,982 ordinary shares
(of a nominal value of 0.10 Euro each and having the same characteristics of the shares of the Company in
issue), to be offered under option to the shareholders and to the holders of the convertible bonds issued by
the Company (at the ratio of 1 share to 8 option rights owned), at a price totalling 0.4240 Euro, of which
0.3240 Euro as share premium, for a total equivalent value of 149,724,144.36 Euro.
50
The subscription price of the shares corresponds to a discount of approximately 27.5% on the theoretical Ex
Right Price (TERP = 0.5850) of the shares of the Company, calculated on the basis of the price at the close
of the session of 25 September, of 0.6050 Euro.
One option right was credited for each share of the Company in issue, whereas the option rights were
credited to convertible bonds in the following ratio:

1,179 option rights for each bond of the loan called “€ 225,000,000 3.875 per cent. Convertible Bonds
due 2015”;

166,917 option rights for each bond of the loan called “€ 225,000,000 3.375 per cent. Convertible
Bonds due 2018”;

Bonds due 2019”.
During the exercise period of the option rights, started on 29 September and ended on 17 October, option
rights were exercised for subscribing 350,876,733 new shares (99.36% of the new shares offered), for an
equivalent value of 148,771,734.79 Euro.
All the option rights not exercised, corresponding to 2,246,246 new shares for an equivalent value of
952,409.57 Euro, were sold at the stock exchange on 22 October 2014 (first trading session of the offer) and
then exercised, without requiring the intervention of the underwriting syndicate formed by the banks, which
assisted the Company in the transaction.
The majority shareholder Foncière des Régions S.A. fully exercised the option rights pertaining to it, in full
support of the capital strengthening operation.
As indicated previously, the financial resources deriving from the capital increase were fully used for paying
off the bridge loan of 150,000 thousand of Euro, raised temporarily in September to find the resources
required for the early repayment of the Imser securitisation.
Other financing and refinancing activities during the year
On 22 January 2014, Beni Stabili S.p.A. SIIQ issued, through a public placement procedure, unsecured
senior bonds for a nominal amount totalling 350,000 thousand of Euro and a unit value of 100 thousand of
Euro.
The bond, maturing in 4 years, has a deferred annual coupon of 4.125% and was issued at par.
The bonds were listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the
regulated market of the Luxembourg Stock Exchange.
On 31 March 2014, Beni Stabili S.p.A. SIIQ issued, through a private placement procedure, unsecured senior
bonds for a nominal amount totalling 250,000 thousand of Euro and a unit value of 100 thousand of Euro.
The bond, maturing in 5 years, has a deferred annual coupon of 3.5% and was issued at the price of 99.540
compared to the nominal price, with an initial yield of 3.602%.
The bonds were listed on the official list of the Irish Stock Exchange and admitted to trading on the regulated
market (Main Securities Market) of the Irish Stock Exchange.
51
In addition to the issue of the two bonds, in April, a new loan was raised of a nominal 60,000 thousand of
Euro, maturing in April 2019, secured by mortgage on no. 3 properties, whereas in December, a new loan
was raised of a nominal 4,500 thousand of Euro, maturing in December 2020, secured by mortgage on no. 1
property.
Proceeds from the issue of bonds and the raising of new loans was used for the early repayment of loans
(other than the early repayment, described above, of the Imser 60 securitisation) maturing in the current
financial year and in the following financial years, as well as for the closing of the related hedging
instruments, also with a view to optimising the financial structure of the Group.
In particular, during the 2014 financial year, no. 9 loans for a total nominal value (on the repayment date) of
602,134 thousand of Euro were repaid in advance and in full, whereas a loan of 1,000 thousand of Euro was
repaid in advance but partially. As part of these repayments, the related hedging instruments the risk of
interest rate fluctuations were closed in advance, for a cash outlay of 11,302 thousand of Euro, with an
impact on the Income Statement for the year of 15,572 thousand of Euro.
Property renting
During 2014, no. 37 new contracts for approximately 25,400 square metres of surface area were signed,
corresponding to 11,443 thousand of Euro new topped-up annual rents.
These include no. 2 contracts of approximately 1,600 square metres of surface area and 230 thousand of
Euro topped-up annual rents that will be activated after the end of the financial year.
Added to these contracts are approximately 23,800 square meters of surface area renovated for 4,172
thousand of Euro.
Moreover, no. 6 new rental contracts were activated, signed in previous financial years for approximately
6,600 square meters, corresponding to 2,395 thousand of Euro topped-up annual rents. Added to these are
no. 3 renegotiations of 4,838 square metres with rents in line with previous rents.
Property purchases and sales
During the 2014 financial year, no properties were acquired.
However, property sales concerned no. 9 properties belonging to the Imser 60 SIINQ S.p.A. portfolio (leased
to Telecom Italia S.p.A.) and no. 3 properties belonging to the Beni Stabili S.p.A. SIIQ portfolio, in addition to
some parking spaces of a property in Rome and the portion for residential use of a property in Milan.
The sales were at a price totalling 107,984 thousand of Euro, against a carrying amount of the properties on
the date of sale totalling 104,860 thousand of Euro and marketing costs totalling 216 thousand of Euro.
As at 31 December 2014, there are no. 4 preliminary sales contracts, corresponding to properties for a
carrying amount of 4,714 thousand of Euro. These properties will be sold at a price, less brokerage
expenses, in line with the aforesaid carrying amount.
Integration between Investire Immobiliare SGR, Beni Stabili Gestioni SGR and Polaris Real Estate
SGR
52
During the 2014 financial year, the merger by incorporation into Investire Immobiliare SGR (Banca Finnat) of
Beni Stabili Gestioni S.p.A. SGR and Polaris Real Estate SGR was completed.
The merger deed was signed in December, after the completion of the authorisation process by the
Supervisory Authorities and the effects of the mergers are expected by January 2015.
The integration is designed to generate a primary operator on national level in the fund management
segment, benefiting from the enhancement of industrial and strategic synergies of the companies concerned
by the transaction, with approximately 7 billion of Euro of managed assets, through approximately 30 real
estate funds.
The company resulting from the integration is 50.2% controlled by Banca Finnat and represents a unique
shareholding structure in Italy, with Beni Stabili Group at 17.9% of the share capital, Regia S.r.l. (G. Benetton
Group) at 11.6%, Fondazione Cariplo at 8.6%, Cassa Italiana di Previdenza e Assistenza dei Geometri at
7.7%, ICCREA Holding at 2.4% and Fondazione Cassa di Risparmio di Forlì at 1.5%.
At the same time the shares were issued for the merger (2,643 shares assigned to the Beni Stabili Group),
the incorporating Company issued some warrants aimed at regulating the relations between the
shareholders with regard to the realisation of some items that were not (totally or partially) taken into
consideration when determining the share exchange ratio. In particular, the Beni Stabili Group was assigned
5,286 warrants that enjoy the privilege of the assignment to the holder of the proceeds for extra-performance
associated with the management of a fund, for the repayment and/or consideration by quotas of some
managed funds and for the collection of some loans.
In view of the effects of the merger as from 2015, Beni Stabili Gestioni S.p.A. SGR was consolidated on a
100% basis in the financial statements of the Beni Stabili Group related to the 2014 financial year and, as
provided by the applicable standards, the related assets and liabilities were classified in “assets held for
sale” and “liabilities linked to assets held for sale”.
With reference to the Real Estate Fund Management activity, carried out by the Group in 2014 by means of
Beni Stabili Gestioni S.p.A. SGR, note that the pressure exerted on the values of the real estate portfolios of
the managed funds by the persisting general slowdown in the economy, in addition to the specific conditions
of the funds, caused a significant reduction of the related NAV in some cases.
For the Beni Stabili Group, in particular, this resulted in the need to recognise significant value adjustments
of quotas held in some funds. Note the following adjustments due to extraordinary circumstances: i) the
write-down of 6,294 thousand of Euro of the quotas held in the fund called “HB”, whose value depreciated in
relation to operational and financing problems of the property development that the fund is carrying out; ii)
the write-down of 10,763 thousand of Euro of the quotas in the fund called “IREF”, related to problems
involving the disposal of the relevant real asset portfolio especially due to the imminent expiry of the fund
(July 2015), and therefore of the subsequent evaluation of its assets at an immediate sale value in bulk.
Amendments made to the law on SIIQs
On 12 September 2014, Italian Law Decree no. 133/2014 was published on the Official Gazette (the socalled “Decreto Sblocca Italia”, definitively approved on 5 November 2014), whose Article 20 amends the
2007 Finance Act in the part that governs the system applicable to Listed Real Estate Investment
Companies (SIIQ), adapting its most important aspects to the legislation in place in other European
53
countries, such as France, where over the last ten years, this type of instrument was largely successful, both
among investors and among operators.
This Law Decree also requires:
(i)
with reference to the ownership requirements in the SIIQs, that no shareholder must have a
direct or indirect holding of more than 60% of voting rights at the ordinary shareholders meeting
and more than 60% of profit-sharing rights, compared to a previous percentage limit of 51%; it
was also specified that, should the 60% ownership requirement be exceeded, as a result of
extraordinary company transactions or on the capital market, the special SIIQ regime will only be
suspended until this ownership requirement is restored;
(ii)
the inclusion among relevant activities in order to make sure that the capital requirement has
been maintained for preserving the special regime (the so-called Asset test), of the quotas in
real estate funds that invest mainly in activities related to property renting;
(iii)
the inclusion in the Tax-Exempt operations (and therefore also for the purposes of the so-called
Profit test) of capital gains or losses deriving from the sales of property held for leasing or from
the sale of investments in SIIQ/SIINQ, as well as income from the above mentioned real estate
funds and the related capital gains and losses on disposal;
(iv)
the decrease from 85% to 70% of the percentage of profit of Tax-exempt operations whose
distribution is mandatory. Moreover, the income coming from net capital gains realised on
properties held for leasing as well as deriving from the disposal of investments in SIIQ or SIINQ
or of investments held in real estate funds, included in the Tax-exempt operations, are expected
to be distributed on a mandatory basis by 50% in the two financial years following the year of
disposal;
(v)
the confirmation of the applicability to dividends distributed by the SIIQs of the bilateral treaties
against double taxation, with subsequent reduction of the rates applied in the calculation of the
withholding tax;
(vi)
the exemption from two to three consecutive financial years of the period of non-compliance
with one of the two prevailing conditions (Asset Test or Profit Test) that determined the final
termination of the special regime.
The lower requirements to distribute and the possibility of investing in instruments such as real estate funds
under a facility system are important incentive factors for the development of activities of the SIIQs. In
particular, the possibility of investing in quotas in real estate funds under a facility system makes it now
possible to co-invest on specific projects with third-party subjects, a solution that was previously precluded to
the SIIQs that should have possessed at least 95% of the vehicles in order to enjoy the facility.
Moreover, the increase from 51% to 60% of the maximum equity investment for a single shareholder and the
extension from 2 to 3 years of the so-called grace period for failure to comply with the parameters make the
instrument more stable, especially in case of extraordinary transactions or in the presence of significant nonrecurring events.
54
The extension of the tax exemption also to the margins deriving from the sale of properties held for leasing,
which was, in the opinion of the investors, the main weak point of the Italian regulation compared to the
similar European regulations, finally represents an important element of attractiveness of the instrument,
especially in view of a recovery of the Italian property market in the coming years.
Therefore, it is reasonable to expect that the above changes, making it easier and more attractive to use this
instrument, help increase the number of SIIQs present on the market, giving more liquidity to the sector, both
in terms of individual investments and in terms of stock market.
BUSINESS SEGMENTS
As for the activities carried out concerning both owned real estate portfolio and management of Real Estate
Funds, the following is explained.
Real Estate Portfolio
As at 31 December 2014, the overall value of the real estate portfolio amounts to 4,093,027 thousand of
Euro, against 4,156,990 thousand of Euro as at 31 December 2013. Based on the strategy defined on
properties, the portfolio is divided into the following three categories:

Core Portfolio: of 3,768,916 thousand of Euro;

Development Portfolio, of 180,680 thousand of Euro;

Dynamic Portfolio, of 143,431 thousand of Euro.
The most important information regarding the three management categories is summarised in the following
table:
No. of
properties
Gross leasable
area (sq.m)
(excl. Land)
Carrying
amount
(Thousand of
Euro)
% carrying
amount on
total portfolio
Market value
(Thousand of
Euro)
Annual rent
(Thousand of
Euro)
Gross yield as
% of market
value
Topped-up
Yield (%)
Occupancy
rate (%)
CORE1
190
1,516,343
3,202,859
185,679
5.8%
6.1%
95.6%
24
209,558
564,778
78.3%
13.8%
3,204,139
CORE3
564,778
30,769
5.4%
5.6%
92.3%
214
1,725,901
3,767,636
92.1%
3,768,916
216,448
5.7%
6.1%
95.2%
2
0
180,680
4.4%
180,680
0
0.0%
37
94,627
143,175
3.5%
143,431
2,223
1.5%
253
1,820,528
4,091,491
100%
4,093,027
218,671
5.3%
Core Portfolio
Development Portfolio
Dynamic Portfolio
TOTAL
(*)
0.0%
2.0%
30.1%
91.8%
The gross leasable of Development Portfolio refers to the actual status of the existing buildings before the start of the works.
Core Portfolio: includes high quality properties, most of which leased, with medium/long-term lease contracts
and with high standing tenants. The strategy established in connection with the Core Portfolio consists in
medium/long-term management with the aim of reinforcing relations with the current tenants and developing
future opportunities. The core business activity of these properties is optimisation of the rental position with
the aim of achieving full occupancy with rents in line with the market.
As at 31 December 2014, the Core portfolio includes no. 214 properties, mainly for office use, with a total
carrying amount of 3,767,636 thousand of Euro, representing approximately 92.1% of the Group's entire real
estate portfolio.
55
The breakdown of the Core portfolio by type of use is set below.
(1)
The offices also include the Hotel in Corso Matteotti, Milan.
Changes in the carrying amount of the Core Portfolio during the 2014 financial year are summarised in the
following table:
Inve s tm e nt
prope rtie s Ope rating prope rtie s
(Thous and of Euro)
Balance as at 31 De cem be r 2013
3,548,865
19,195
Capex
19,310
175
Sales
(71,603)
Depreciations
-
Reclassifications (*)
163,766
3,660,338
(620)
Total
As s e ts he ld for s ale
145,795
Core
Portfolio
3,713,855
-
19,485
(23,238)
(94,841)
-
-
(31,311)
18,750
91,246
(620)
132,455
3,770,334
Balance as at 31 De cem be r 2014 prior to re al e s tate portfolio valuation
Net w rite-ups/(w rite-dow ns)
(2,448)
3,657,890
18,750
(250)
90,996
(2,698)
3,767,636
(*
(*) The item “reclassifications” (beyond the changes within the core portfolio) is related to the carrying amount of the property in Rome, Via dell’Arte and in
Milan, Piazzale Cadorna, reclassified in the Core portfolio from the Development Portfolio, following the substantial completion of the related renovations
and delivery to the tenants.
The occupancy rate of this real estate portfolio as at 31 December 2014, with a total leasable surface area of
1,725,901 square metres, is 95.2%. The annual rents equal 216,448 thousand of Euro and correspond to a
gross yield on market value of 5.7% (6.1% topped-up or operative). The average duration of these contracts
is 6.3 years.
The most important tenants as at 31 December 2014 are:
56
With reference to geographic location, on the other hand, note that approximately 53.3% of the value of these
properties is concentrated in Milan (44.3%) and Rome (9%).
76% North
9% Rome
6% Turin
45% Milan
5% Naples
3% Rozzano
2% Bologna
2% Venice
2% Padua
13% Centre
11% South and
Islands
26% Other cities
With reference to the renovation of properties belonging to the Core Portfolio, the following are worthy of
note:

Milan, Piazza San Fedele. During the 2014 financial year, the modernisation project of a portion of
property (3,955 square meters of office space and residential use, in addition to warehouses, out of a
total of 5,619 square meters) which involves the construction of new plants, finishing and doors and
windows, is being completed. The improvement in terms of energy efficiency will lead to a class-B
building. For what concerns the rental aspect, the portion subject matter of the intervention to date is
entirely covered by lease contracts or preliminary lease agreements for rents amounting to approximately
2,180 thousand of Euro per year, whereas the portion for residential use was transferred in December
2014.
Development Portfolio: includes properties and/or areas to be renovated, converted and developed. The
strategy for this portfolio provides for developing properties and/or portfolios of properties predominantly for
57
commercial use, mainly to be rented. The Development Portfolio is one of the pipelines of the Core Portfolio.
The predominant activity regarding these properties is building/conversion in the context of a well-studied
development strategy.
As at 31 December 2014, this category includes two development projects with a carrying amount of 180,680
thousand of Euro, representing approximately 4.4% of the Group's entire real estate portfolio.
Changes in the carrying amount of the Development Portfolio during the financial year are summarised in the
following table:
Prope rtie s
unde r
de ve lopm e nt
(Thous and of Euro)
Balance as at 31 De ce m be r 2013
Capex
Reclassif ications (*)
Balance as at 31 De ce m be r 2014 prior to re al e s tate portfolio valuation
Prope rtie s for
s ale
258,300
29,933
28,854
762
288,233
29,616
(132,456)
-
(132,456)
154,698
30,695
185,393
(4,958)
De ve lopm e nt
Portfolio
245
149,740
30,940
(4,713)
180,680
(*)
The reclassifications refer to the carrying amount of the properties in: i) Rome, Via dell’Arte (for a value of 32,201 thousand of Euro); ii) Milan,
Piazzale Cadorna/Via San Nicolao (for a value of 100,255 thousand of Euro), reclassified under the Core portfolio, following the substantial completion of the
related development activities and delivery to the tenants.
The development projects currently in progress are set below:

Symbiosis project (Area in Milan, via Ortles-via Adamello-via Orobia). The project consists in the
development of an abandoned industrial area, with a land area of about 74,100 square meters, owned
by Sviluppo Ripamonti S.r.l. The development project provides for the construction of about 105,000
square metres of above-ground buildings for commercial and production use, and 15,000 square metres
of parking. The area represents literally a “district of the City of Milan”, in a strategic area that has a
significant importance in the urban context that the Municipality of Milan is promoting and that is
developing,
sped
up
in
view
of
Expo
2015.
In confirmation of this, the new Museum of Contemporary Art promoted by the Prada foundation will be
opened in May 2015.
As regards the area more in detail, during 2014 the activities for updating the master plan were
completed, so that, while keeping unchanged the overall building volume, this was more compliant with
the planning needs of each building, by changing its shape. Moreover, the agreement related to the
monetisation of urban standards was completed.
The reclamation activities were completed and the executive plan of the buildings of the first lot is
underway in accordance with the Greenbuilding approach that requires LEED pre-certifications. The
urban development project was completed, the relevant permission to build issued by the Municipality of
Milan was collected and the assignment of the works to the contractors is in progress.
The changed conditions and prospects of our Country both in terms of financial stability and
development of the political outline, combined with the carrying out in 2015 of the World Fair of Milan,
induced the Group to fix the launch of the first phase of the project in 2015. This, also to benefit
commercially from the unrepeatable showcase of the World Fair, as well as from the towing effect
provided by the opening of the Prada Museum. All these elements, together with the ability of the Group
58
in the last year to complete successfully and rent projects also of considerable size, is an important
element of risk mitigation related to the decision to perform in parallel, limited to the first phase,
construction and marketing activities. The first phase of the project concerns the construction of the first
building, the square outside and underground parking for a total of 11,650 square meters.

Area in Milan, via Schievano. This project involves an area of 17,000 square metres of land 80% held
through the joint venture Beni Stabili Development Milano Greenway S.p.A. (80% owned by the Beni
Stabili Group). The urban development project was completed and is being approved by the Municipality
of Milan for the issue of the Building Permit. Moreover, the reclamation works started in 2013 were
completed. The development project is planned for sale and therefore reclassified among “properties for
sale”.
Note that during the 2014 financial year, the following projects were substantially completed and reclassified
in the Core portfolio:

the modernisation project of the property in Rome, Via dell’Arte (5,099 square meters of office space and
1,301 square meters of parking and underground warehouses), which concerned the replacement of the
basic construction, the reconstruction of the finishes and plants, with an improvement of the energy class
(class B). Rental contracts or preliminary contracts signed to date total approximately 1,800 thousand of
Euro per year in terms of rents, covering an area equivalent to 90% of the entire building.

The enhancement project of the property in Milan, via San Nicolao (10,100 square meters of offices and
shops and 1,600 square meters of warehouses and garage) based on a sustainable approach, following
the Green Rating Protocol and through pre-certifications. In particular, the replacement of the basic
construction and the reconstruction of the finishes and plants allowed to optimise the energy
performance of the building, which currently falls under the “A energy class”. With reference to the rental
status of the property, during 2014, a lease contract was signed for the entire property that envisages a
topped-up annual rent of 5,400 thousand of Euro, effective as from January 2015.
Dynamic Portfolio: This category includes a real estate portfolio for which the strategy contemplates dynamic
management in order to optimise its value, also through re-letting, renovation and subsequent disposal.
As at 31 December 2014, the Dynamic Portfolio includes 37 properties with a total carrying amount of
143,175 thousand of Euro, representing approximately 3.5% of the Group's entire real estate portfolio.
Changes in the carrying amount of the Dynamic Portfolio during the 2014 financial year are summarised in
the following table:
Total
(Thousand of Euro)
As sets he ld for s ale
Balance as at 31 Decem ber 2013
19,990
Sales
(800)
Capex
-
Reclassif ications
(18,560)
Balance as at 31 Decem ber 2014 prior to real e state portfolio valuation
630
370
1,000
59
Trading prope rties
Inves tm ent properties
72,647
(9,220)
992
62,450
503
-
18,560
64,419
81,513
(1,114)
(2,643)
63,305
78,870
Dynam ic
Portfolio
155,087
(10,020)
1,495
-
146,562
(3,387)
143,175
Results for the year
(Thousand of Euro)
31.12.2014
Net rental revenues
31.12.2013
194,164
194,693
Profit/(Loss) on disposal of properties
2,333
3,854
Net service revenues
9,342
9,732
Staff costs
(9,046)
(9,403)
Overheads
(14,782)
(14,741)
Total operating costs
(23,828)
(24,144)
Other revenues and income/(other costs and charges)
(15,112)
EBIT before property write-ups/(write-downs)
166,899
178,669
Portfolio property write-ups/(write-downs)
(10,799)
(82,087)
EBIT
156,100
96,582
(111,201)
(120,002)
Net financial income/(charges)
Change in valuation of the conversion option of the 2018 and 2019 Bonds
(25,564)
Costs for early repayment of loans and related hedging instruments ended during the year
(172,448)
(5,466)
7,668
(7,709)
Financial charges on property sales
(1,773)
(5,601)
Total net financial income/(charges)
(310,986)
(125,644)
Income/charges from investments in associates and other companies
EBT
Income tax
Net income
(17,568)
(401)
(172,454)
(29,463)
(60,272)
25,278
(232,726)
Minorities (profit)/loss
1,121
(4,185)
(27)
NET GROUP INCOME
(231,605)
(4,212)
Basic earnings per share (*)
(0.11667)
(0.00220)
Diluted earnings per share (*)
(0.11667)
(0.00684)
(*)
For further details on the earnings per share calculation method, see paragraph 6.6.9 in the Notes to the financial statements.
The loss for the 2014 financial year of 231,605 thousand of Euro is due to specific extraordinary events,
already previously illustrated, such as i) the early repayment of loans and related hedging instruments, the
most significant of which was related to the refinancing of the Imser 60 securitisation, which implied the
recording of costs of 172,445 thousand of Euro (net of the related tax effect), ii) the introduction of the tax
exemption system to the profit/(loss) on disposal of properties held for leasing, introduced by the so-called
“Decreto Sblocca Italia”, which resulted in the cancellation of deferred tax assets of 62,191 thousand of Euro,
iii) the extraordinary adjustments to value (write-downs of some receivables and investments) and other nonmonetary recordings (fair value recognition of the convertible bonds option), which involved the recognition
of additional costs of 47,020 thousand of Euro.
More in detail, the adjustments to value and the non-monetary recordings that impacted on the 2014 result
derive:

from write-downs and extraordinary losses of receivables related to previous financial years,
(recognised allowing for prospects of collection as a result of the related legal collection procedures),
of 8,995 thousand of Euro (net of the related tax effect) and from write-downs of quotas held in some
Real Estate Funds (related to specific circumstances of the funds) of 15,961 thousand of Euro (net of
the related tax effect);

from the negative amount of the change in fair value of the conversion option of the convertible
bonds of 22,104 thousand of Euro in 2014 net of tax effect (against a positive value of 7,480
thousand of Euro as at 31 December 2013).
In fact, the result of 2014, after removal of the extraordinary items, of the extraordinary adjustments to value
and of other non-monetary recordings, amounts to +50,091 thousand of Euro for 2014, compared to a 2013
60
loss, after removal of the extraordinary items and of the non-monetary recordings of -6,611 thousand of
Euro, of -10,823 thousand of Euro.
All this being stated, the improvement of the 2014 financial year is mainly due to the different weight of
property write-downs (9,845 thousand of Euro for 2014 against 60,227 thousand of Euro for 2013, net of the
related tax effect) and to the improvement of net financial charges, against essentially steady net rental
revenues and operating costs.
Net rental revenues
Net rental revenues of 194,164 thousand of Euro (194,693 thousand of Euro for the 2013 financial year)
consist of:
Thousand of Euro
Description
31.12.2014
Rental revenues
Revenues f rom early termination of lease contracts
Write-dow n/loss on receivables f rom tenants
31.12.2013
227,372
231,691
1,284
8
(2,369)
(4,536)
Net real estate costs
(32,123)
(32,470)
Net rental revenues
194,164
194,693
Gross rental revenues of the 2014 financial year amount to 227,372 thousand of Euro, compared to 231,691
thousand of Euro in the same period of 2013. The decrease of 4,319 thousand of Euro is mainly attributable
to:
 expiry/closing of lease contracts of -15,759 thousand of Euro;

disposal of properties of -6,606 thousand of Euro;

renegotiations and new contracts of +16,769 thousand of Euro;

ISTAT adjustments and other minor impacts of +1,277 thousand of Euro.
On a like-for-like basis, gross rents increased by 0.8% (+0.7% if related to the Core Portfolio only)2.
The incidence of the net rental margin on gross rental revenues (excluding the income from penalties to the
tenants) increases from 84.0% of 2013 to 85.4% of 2014. This increase is mainly due: i) to lower writedowns/losses on receivables from tenants (a higher impact of +0.9%); ii) to lower costs for property
maintenance and management and higher charge-back of expenses from tenants (a higher impact of +0.6%).
These effects were partially offset by higher IMU tax of 2014, compared to 2013 (a lower impact of -0.6%).
The sales for the year concerned no. 12 properties, in addition to the residential portion of a property in Milan
and some parking spaces in Rome, with a total carrying amount of 104,860 thousand of Euro when sold. The
net margin achieved from these sales (less brokerage expenses and other costs borne for their completion,
totalling 216 thousand of Euro) is positive and amounts to 2,908 thousand of Euro (3,854 thousand of Euro
2
The like-for-like growth rate for rent revenues is calculated on rents relating to the stabilised portfolio, i.e. the growth rate deriving from; 1) the effect of
indexing to inflation; 2) the effect of vacancy increases or decreases on the portfolio; 3) the effect of rent renegotiated on lease termination or new rents.
The stabilised portfolio is the portfolio adjusted for sales and reclustering.
If the impact of these property releases (and subsequent re-leasing) - subject-matter of major renovation works by the Group’s internal development
division - is excluded, the gross carrying amount of rents would be -1.5% (-1.5% if related to the Core portfolio only).
This growth rate excludes the positive effect of specific contract adjustments related to the properties leased to Telecom Italia and the sublease of Rome,
via Piemonte.
61
in 2013). Note that the following items were also recognised in the sales margin: i) costs on properties sold in
previous financial years of 629 thousand of Euro; ii) compensation received for the expropriation of a land in
Rome (valued at zero in the financial statements), of 54 thousand of Euro.
Net service revenues amount to 9,342 thousand of Euro, compared to 9,732 thousand of Euro of 2013. The
reduction is mainly due to write-downs of receivables for services recognised in 2014, partially offset by the
reduction of commissions payable of real estate fund management.
Operating costs
Staff costs decreased by 357 thousand of Euro, from 9,403 thousand of Euro in 2013 to 9,046 thousand of
Euro in 2014. This decrease is mainly due to a reduction of the Group´s average staff levels.
Overheads essentially remained steady, amounting to 14,782 thousand of Euro in 2014, compared to 14,741
thousand of Euro of 2013.
Other revenues and income and other costs and charges
The item other revenues and income and other costs and charges passed from a negative balance of 5,466
thousand of Euro of 2013 to a negative balance of 15,112 thousand of Euro of 2014. The change of 9,646
thousand of Euro is basically attributable to reversals and extraordinary write-downs of old credit items, due
to the result of the related legal collection procedures, as well as to a careful assessment of the recovery
prospects.
The net change in the value of the real estate portfolio, based on the evaluations as at 31 December 2014
carried out by Jones Lang LaSalle, by REAG and by Yard on a total property in IAS values of 4,091,491
thousand of Euro, amounts to -10,799 thousand of Euro (-82,087 thousand of Euro as at 31 December
2013). The reduction in property market values was mainly concentrated on some positions with specific
characteristics. In terms of the like-for-like trend and with reference to the carrying amounts, the percentage
change of 2014 was – 0.23%3. Note that, pursuant to the procedures of the Group, the evaluators of the
real estate portfolio of the Group were changed, in compliance with their regular turnover: Jones Lang
Lasalle and Yard started their collaboration with the Group on 31 December 2014, whereas the REAG
evaluator, which evaluated the ImSer 60 portfolio until June, evaluates the retail portfolio as from 31
December 2014.
3
If, in accordance with the Group standards, we exclude the impact of capitalised costs on portfolios not the subject matter of property development, the
like-for-like change for the 12 months of 2014 amounts to – 0.15%.
62
Description
31.12.2014
Financial income on bank current accounts and term deposits
31.12.2013
1,973
Other financial income
Total financial income
Medium to long term financial charges - cash portion
Financial charges on short-term borrow ings - cash portion
Medium to long term financial charges - non-cash portion
Non-utilisation commissions (on medium/long-term and short-term borrow ings)
Fair value change in hedging instruments (ineffectiveness)
Inflation sw ap differentials
Sundry financial charges
Total financial charges
Financial charges related to early settlement of borrow ings and hedging instruments
Change in fair value of the conversion option of the 2018 and 2019 bonds
Overall total financial income and charges
902
224
426
2,197
1,328
(88,934)
(99,673)
(421)
(1,416)
(14,598)
(21,772)
(1,796)
(2,352)
(1,773)
(5,601)
(4,931)
9,719
(1,930)
(4,583)
(788)
(1,253)
(115,171)
(126,931)
(172,448)
(7,709)
(25,564)
7,668
(310,986)
(125,644)
The net financial charges of the 2014 financial year, excluding the measurement effect of the conversion
options of the convertible bonds issued in 2013 and the costs related to the early repayment of loans and
hedging instruments completed in the period, totalled 112,974 thousand of Euro compared to a balance of
125,603 thousand of Euro in 2013.
In particular:

the increase in financial income is attributable to higher interests from banks (1,071 thousand of Euro)
due to higher average cash deposits, net of the decrease in interests on other receivables (202 thousand
of Euro), mostly due to the collection of tax receivables;

cash financial charges decreased by 11,734 thousand of Euro, mainly due to the reduction in the
average cost of debt in the short, medium and long-term, (which decreased from 4.56% of 2013 to
3.86% in 2014 for the medium and long-term debt, and from 3.21% of 2013 to 2.32% in 2014 for the
short-term debt), net of the effect related to a slight increase in the average spread (of 6 bps) and to the
increase in the medium and long-term debt;

the non-utilisation commissions of credit lines decreased by 556 thousand of Euro;

swap differentials on inflation (mainly following the closure of the Imser securitisation) recorded an
increase of 2,653 thousand of Euro and sundry financial charges decreased by 465 thousand of Euro;

charges related to property sales decreased by 3,828 thousand of Euro compared to 2013; thanks also
to the release of properties from the guarantees, concluded between 2013 and 2014;

for what concerns the non-cash portion of financial charges, it shows a decrease of 7,174 thousand of
Euro in charges for the amortisation of upfront costs of borrowings in application of the amortised cost
method more than offset by the increase of 14,650 thousand of Euro in charges represented by the
ineffective portions for the period of fair value changes in hedging instruments, due to the decrease in
interest rates recorded in 2014.
Charges related to early settlement derive from the early repayment of loans and hedging instruments
completed in the financial year (and described above) against the refinancing operations carried out, and
increase by 164,739 thousand of Euro (148,393 thousand of Euro referring to the repayment of the Imser
securitisation), compared to the 2013 financial year. In particular, these charges refer to penalties for early
63
repayment paid, to up-front costs of the repaid loans not yet amortised and to the allocation to the income
statement of the residual cash flow hedge reserves related to the closed hedging instruments.
For what concerns the conversion options included in the convertible bonds maturing in 2018 and 2019, the
charge recorded in the financial year of 25,564 thousand of Euro (compared to an income of 2013 of 7,668
thousand of Euro) is mainly due to the change in stock-market price of the Beni Stabili security recorded in
the financial year (from 0.49 Euro of 31 December 2013 to 0.58 Euro of 31 December 2014), which
significantly increased their value.
Income/charges from investments in associates and other companies
The negative balance of the item as at 31 December 2014, negative and amounting to 17,568 thousand of
Euro (compared with a loss of 401 thousand of Euro in 2013), refers to write-downs of investments, in
companies and real-estate funds, held by the Group, amounting to 18,276 thousand of Euro (1,734 thousand
of Euro in 2013), net of dividends from real estate funds of 32 thousand of Euro (56 thousand of Euro in
2013) and from write-ups of investment of 676 thousand of Euro (731 thousand of Euro in 2013). These
write-downs refer to the write-downs of quotas held in two real estate funds of 18,247 thousand of Euro,
which fell in value as a result of the specific and exceptional circumstances that concerned the funds.
The balance resulting from the financial statements as at 31 December 2013 also included the income
obtained from the transfer of 12% of the investment in the subsidiary Beni Stabili Property Service S.p.A.
(546 thousand of Euro).
Income tax
In accordance with the regulations for companies that have opted for the special SIIQ/SIINQ regime, taxes
for the financial year mainly refer exclusively to the results of activities other than the exempt leasing activity
and they are broken down as described below:
31.12.2014
Current taxes
31.12.2013
(2,373)
Deferred tax liabilities
7,511
Deferred tax assets
(721)
Total taxes for the year (current and deferred)
4,417
Recalculation of current taxes relating to previous years
(3,528)
271
23,846
20,589
(1,776)
205
Recalculation of deferred tax liabilities and deferred tax assets relating to previous years
(62,913)
4,484
Total net incom e and charges for recalculating tax for previous financial years
(64,689)
4,689
Total taxes
(60,272)
25,278
In particular, current and deferred taxes include taxation on services, property sales in the 2014 financial
year and in previous financial years (due to the application of deferred taxation for IRES purposes over five
years) and property rents associated with trading properties.
Current taxes of 2014 amount to 2,373 thousand of Euro, compared to 3,528 thousand of Euro of 2013 and
correspond to 428 thousand of Euro of IRES (2,383 thousand of Euro in 2013) and 1,945 thousand of Euro
of IRAP (1,145 thousand of Euro in 2013).
64
The deferred tax (assets and liabilities) of the financial year and the charge for recalculating the deferred tax
(assets and liabilities) of previous financial years were significantly affected by the effect of the law provisions
introduced with Italian Law Decree 133/2014 (the so-called "Decreto Sblocca Italia") that contemplated the
exemption for the purposes of direct taxes (IRES and IRAP) of the margins achieved with the sale of
properties included in the SIIQ/SIINQ regime. Consequently, in addition to not setting aside the deferred tax
on net write-downs of the financial year of the SIIQ/SIINQ real estate portfolio, net deferred tax assets
recorded in previous financial years were released with an impact of 62,191 thousand of Euro: 61,948
thousand of Euro referred to real estate write-downs/revaluations and the residual amount to other minor
items not considered recoverable for lack of sufficient future taxable income.
Minorities profit/(loss)
The financial year minorities profit/(loss) decreased from a positive balance of 27 thousand of Euro in 2013
to a negative balance of 1,121 thousand of Euro in 2014. The decrease is mainly due to the decrease in the
result achieved in the financial year by Beni Stabili Gestioni S.p.A: - SGR (mostly write-downs of quotas held
by it in real estate funds and for write-downs of receivables) and to the purchase in the financial year of the
minority interests in Imser 60 SIINQ S.p.A.
EPRA Recurring Net Income
The Beni Stabili Group, in accordance with the policies of the Foncière des Régions Group and to
international best practices, used the EPRA recurring net income as alternative indicator of performance.
This indicator is calculated by adjusting the consolidated net result, from which are excluded: i) contribution
margin of sales (capital gain and related costs) and financial costs deriving from the early repayment of loans
and financial instruments; ii) non-cash items (items of a valuation nature on properties and financial
instruments, amortisation and depreciations, etc.); iii) most significant extraordinary and non-recurring items;
The EPRA recurring net income of the Group amounts to 87,205 thousand of Euro as at 31 December 2014,
compared to 73,938 thousand of Euro of 2013. The improvement of 13,267 thousand of Euro is mostly
attributable to the decrease in financial charges.
The following table indicates, for each income statement item, the adjustments made for calculating the
EPRA recurring net income of the Group.
65
Thousand of Euro
31.12.2014
NET GROUP INCOME
Extraordinary and non-recurring costs/(revenues)
31.12.2013
(231,605)
(4,212)
185,395
12,262
Overheads
(a)
326
980
Other cash revenues and income/other cash costs and charges
(b)
1,721
4,137
(c)
161,637
665
10,810
7,026
Other non-cash revenues and income /other non-cash costs and charges
10,901
Cash net financial charges
Non-cash net financial charges
Income/(charges) from investments
-
Non-cash costs/revenues
(546)
77,008
Fair value of stock options and free shares
-
93,504
29
156
3,634
4,716
Unrealised net w rite-ups of real estate portfolio
10,651
83,225
Financial charges and income
45,094
4,404
17,600
1,003
(395)
(2,353)
(2,333)
(4,554)
Other non-cash revenues and income /other non-cash costs and charges
Costs/revenues associated with property sales
Net sales margin (including margin on investment sales)
(d)
Income/(charges) associated w ith non-cash sales
-
Net w rite-ups of real estate portfolio realised w ith sales
(e)
Net financial charges and other costs associated w ith sales
(f)
Net financial charges associated w ith non-cash sales
Effect of income tax and minority interests
Current taxes and contingencies for current taxes
(g)
Non-cash deferred/prepaid taxes (including contingencies)
Minorities profit/(loss)
148
700
(1,138)
743
(595)
1,047
3,234
56,802
(25,263)
1,872
810
56,123
(25,273)
(1,193)
(800)
87,205
73,938
Group recurring net cash income per share (**)
0.044
0.039
Diluted Group recurring net cash income per share (**)
0.035
0.039
EPRA RECURRING NET CASH INCOME OF THE GROUP
(*)
(*)
Cash adjustments (a)+(b)+(c)+(d)+(e)+(f)+(g) totalled -164,114 thousand of Euro as at 31 December 2014 and - 305 thousand of Euro as at 31
December 2013.
(**)
As regards the calculation of the figures per share, the following considerations were made: i) basic figures: the recurring cash result of the Group
was divided by the weighted average of ordinary shares in issue in the period; ii) diluted figures: the recurring cash result of the Group was
adjusted for expenses, net of the related tax effect, relating to instruments to which the potential additional ordinary shares with dilutive effects
correspond, which are added to the weighted average of ordinary shares in issue in the period. Note that these adjustments were made only when
the potential ordinary shares linked to dilutive instruments had the effect of reducing the result per share. Note that, in compliance with IAS/IFRS,
all the convertible bonds issued by the Group were considered to have a diluting effect.
Extraordinary and non-recurring costs/revenues: The adjustments of 2014 mainly refer to non-recurring costs
related to the early repayment of loans and hedging instruments.
Non-cash costs/revenues: The adjustment of non-cash costs/revenues mainly concerns:

net properties write-downs and extraordinary write-downs of receivables (other than those for leases
and services);

the non-monetary portions of net financial charges, mainly related to the application of the amortised
cost and to the fair value change in hedging instruments, including the change in fair value of the
conversion option of the convertible bonds maturing in 2018 and 2019.
The adjustment to minorities profit relates to the allocation to minorities of the economic effects of adjusted
income statement items.
Financial position
The following table shows the financial position as at 31 December 2014 in comparison with 31 December
2013.
Furthermore, reference should be made to the notes to the financial statements (paragraph 3) for an in-depth
analysis of the risk factors to which the Group is exposed and the related hedging policies.
66
Thousand of Euro
31 Decem ber 2014
Investment properties, properties under development and operating properties
31 Decem ber 2013
3,905,250
3,888,810
186,241
268,364
Trading properties and properties held f or sale
Intangible assets
173
1,127
37,572
153,490
Securities and investments
16,633
44,283
Beni Stabili SGR net assets/(liabilities) (classified separately pursuant to IFRS5)
20,869
-
Net w orking capital
12,025
(57,609)
Other tangible assets and non-current receivables
Net invested capital
Financed by:
4,178,763
4,298,465
97,937
153,446
- provisions and derivatives
- net deferred tax liabilities/(assets)
- non-current payables
- net debt
2,284
(56,560)
-
126,767
2,209,647
- minority interests
- Group equity
Total
2,163,865
10,889
13,281
1,858,006
1,897,666
4,178,763
4,298,465
Net invested capital
The 119,702 thousand of Euro decrease in net invested capital is mainly due:

to the net decrease of other tangible assets and non-current receivables of 115,918 thousand of Euro,
due: i) to the repayment of a deposit of 102,500 thousand of Euro set up in 2013 by a bank that provided
a guarantee (liquidity facility) in relation to the securitisation of the Imser 60 portfolio, and that was
returned to the guarantor following the closure of the securitisation. ii) to extraordinary losses and writedowns of receivables of 12,098 thousand of Euro recognised in previous financial years; iii) to the net
decrease of other non-current receivables (mainly tax receivables) of 1,091 thousand of Euro; iv) to the
decrease in other tangible assets of 229 thousand of Euro, mainly due to the depreciations for the period
net of new purchases;

to a net decrease of 65,683 thousand of Euro in real estate portfolio. The following table summarises the
changed items by category:
(figure s in thous and of Euro)
Inve s tm e nt
prope rtie s
Prope rtie s unde r
de ve lopm e nt
Prope rtie s include d
am ong as s e ts he ld for
s ale
Ope rating
prope rtie s
Trading prope rties
3,611,315
258,300
19,195
195,717
72,647
Capex
19,812
28,854
175
762
992
Sales
(71,603)
-
Reclassifications (*)
182,327
Depreciations
-
prior to re al e s tate portfolio
valuation
Net w rite-ups/(w rite-dow ns) to the
Income Statement
3,741,851
(5,091)
3,736,760
-
(132,456)
-
(620)
154,698
18,750
(4,958)
18,750
(9,220)
(49,871)
-
-
122,571
-
149,740
(24,037)
365
122,936
-
64,419
(1,114)
63,305
Ge ne ral total
4,157,174
50,595
(104,860)
(620)
4,102,289
(10,798)
4,091,491
(*)
“Reclassifications” refer: i) to the transfer of 132,456 thousand of Euro of the property in Milan, Piazza San Nicolao (100,255 thousand of Euro)
and to the property in Rome, via dell’Arte (32,201 thousand of Euro) from the category “properties under development” to the category “investment
properties”, following the completion of the related modernisation initiatives; ii) to the net transfer of 49,871 thousand of Euro of properties from the category
“properties included among assets held for sale” to the category “investment properties”, made on the basis of the prospects for the sale of some properties.
In particular:
o capex totalling 50,595 thousand of Euro includes: i) 39,016 thousand of Euro of works completed
and technical consultancy for the progress in renovation/development projects; ii) 11,236
thousand of Euro of capitalisation of financial charges; iii) 343 thousand of Euro for salaries to
Group employees who worked directly on the construction sites;
o the decrease for sales, corresponding to the carrying amount of the properties sold during the
year, amounted to 104,860 thousand of Euro;
67
o net write-ups/(write-downs) of the real estate portfolio total a write-down of 10,798 thousand of
Euro, and mainly affected investment properties (5,091 thousand of Euro) and "properties under
development" (4,958 thousand of Euro);

to the decrease in item “Securities and investments” of 27,650 thousand of Euro, relating to: i) net writedowns of investments held by the Group and of quotas in real estate funds managed by Beni Stabili
Gestioni S.p.A. - SGR (17,600 thousand of Euro), ii) to the reclassification of the quotas in real estate
funds managed held by Beni Stabili Gestioni S.p.A. - SGR in item "Properties included among assets
held for sale" (8,440 thousand of Euro); iii) to the sale of the investment in Società Consortile Perimetro
Gestione Proprietà Immobiliari S.c.p.A. (1,112 thousand of Euro); iv) to the collection of dividends from
companies measured with the equity method (399 thousand of Euro); v) to the partial repayment of
quotas held in real estate funds (99 thousand of Euro);

to the net decrease in intangible assets of 954 thousand of Euro, almost entirely related to the value of
the goodwill paid for the purchase, in 2009, of 10% of the share capital of Beni Stabili Gestioni S.p.A. –
SGR, reclassified in item “assets held for sale”;

to the positive change of 20,869 thousand of Euro of “assets held for sale” (other than the change related
to properties included in this item and mentioned above), corresponding to the value of the assets
referable to Beni Stabili Gestioni S.p.A. – SGR, classified in this item pursuant to IFRS 5 because of the
merger described above;

to the positive change in net working capital of 69,634 thousand of Euro mainly attributable:
o to the extended receivable for the balance of the price for the sale of the property in Milan, via
Fogazzaro/via Bergamo, amounting to 55,000 thousand of Euro, which is expected to be
collected by May 2015;
o to the increase in net receivables from property leases and receivables from services of 7,277
thousand of Euro;
o to the decrease in trade payables of 5,179 thousand of Euro, also by reason of the completion of
some property improvement;
o to the decrease in payables for purchases of properties (1,769 thousand of Euro), for the partial
payment of the loan extended for the acquisition of the shopping mall in Vigevano (PV);
o to the improvement of net sundry receivables and payables of 409 thousand of Euro.
Provisions and derivatives
Provisions (for risks and charges and for staff termination benefits) show an overall balance of 7,435
thousand of Euro as at 31 December 2014, compared to an overall balance of 6,493 thousand of Euro as at
31 December 2013. The increase of 942 thousand of Euro mainly refers to provisions for the financial year
due to potential liabilities deemed probable.
The payable for hedging instruments as at 31 December 2014 amounts to 90,502 thousand of Euro, against
a payable of 146,953 thousand of Euro as at 31 December 2013. Note that the balance as at 31 December
2014 includes: i) 53,463 thousand of Euro (27,898 thousand of Euro as at 31 December 2013) referring to
the fair value of the conversion options of the bonds issued during the year 2013, which were recorded
among liabilities in compliance with the international accounting standards; ii) 37,039 thousand of Euro
(119,055 thousand of Euro as at 31 December 2013) related to fair value of swaps and of other risk hedging
interest rate swap contracts.
68
The table below illustrates the changes for the year of the payable for hedging instruments.
Thousand of Euro
Conversion
option of the
2018 and 2019
convertible bond
(Thousand of Euro)
Balance as at 31.12.2013
Hedging
instrum ents
(sw aps on
interest rates and
on inflation)
Other hedging
instrum ents
(sw aps on
interest rates)
Total
27,898
105,334
13,721
146,953
(27,215)
Spreads (paid)/collected
-
(24,120)
(3,095)
Decrease due to early settlement follow ing property sales
-
(851)
(26)
(877)
Decreases due to other early settlements
-
(79,118)
(10,940)
(90,058)
Issue of the convertible bond maturing in 2018
9,210
-
-
9,210
Issue of the convertible bond maturing in 2019
16,355
-
-
16,355
-
29,760
-
29,760
1,458
4,216
5,674
Change in fair value recognised in equity
Change in fair value recognised to Income Statement
New /rescheduling of derivative contracts
-
700
Reclassification
-
2,020
(2,020)
-
53,463
35,183
1,856
90,502
-
700
The reduction for early repayment (other than those related to sales) of 79,004 thousand of Euro is
attributable to the closing of derivatives related to the loan (paid off early in the financial year) of the Imser 60
real estate portfolio.
Net deferred tax liabilities/(assets)
Net deferred taxes show a negative balance of 2,284 thousand of Euro, compared to 56,560 thousand of
Euro as at 31 December 2013. The net change of 58,844 thousand of Euro is broken down in the table
below:
(Thousand of Euro)
Tax losses
Undeducted
costs/untaxed
revenues
Pass-through
Fair value
of hedging taxation and w riteinstrument
dow n of real
s
estate funds
Total
(112)
(52,040)
(3,485)
(416)
(507)
(56,560)
11
(1,137)
(3,383)
(20)
(1,539)
(6,068)
9
(39)
436
-
406
61,948
238
-
-
62,191
-
266
-
2,049
(6,403)
-
Net changes booked to the income statement
Net changes not booked to the income statement
Diff. betw een
carrying
amount/tax
value of
properties
-
Reversal of taxes due to Italian LD 133/2014
5
Reclassification among "assets held for sale" of deferred tax of Beni Stabili Gestioni SpA - SGR
-
(96)
8,780
3
2,315
2,284
As can be seen from the above table, the change of 62,191 thousand of Euro in the financial year is
attributable to the release of net (prepaid) deferred taxes as a result of the provisions of Italian Law Decree
133/2014 (the so-called "Decreto Sblocca Italia") that introduced the tax exemption system of the margins
achieved with the sale of properties included in the SIIQ/SIINQ regime.
The remaining change is mainly attributable: i) to changes in deferred tax assets related to properties not
included in the SIIQ/SIINQ regime for the write-downs of the year; ii) to the sale of properties of the financial
year and of previous financial years (in relation to the deferred IRES taxes, in five financial years, of capital
gains on property disposals); iii) to deferred tax assets related to pass-through taxation of the result of the
real estate funds held by the Group (pursuant to Italian Law Decree 78/2010); iv) to the net release of taxes
recorded on the temporary deferral of the taxation of income and on the temporary non-deductibility of costs.
Non-current payables
Non-current payables decreased by 126,767 thousand of Euro mainly due to: i) the pay-off of the payable
recognised in connection with the drawing of a liquidity facility related to the Imser 60 portfolio (102,500
thousand of Euro); ii) to the reclassification to current assets of the exit tax payable by Group companies
69
(Beni Stabili S.p.A. SIIQ and Imser 60 SIINQ S.p.A.) that must be paid by June 2015 (19,813 thousand of
Euro) and the payable corresponding to the final instalment of the extended price for the purchase of 31.8%
of Sviluppo Ripamonti S.r.l. that will be due by December 2015 (4,321 thousand of Euro).
Net debt
An analysis of net debt as at 31 December 2014 is provided below:
Thousand of Euro
31 Decem ber 2014
Borrow ings f rom banks and f inancial institutions
of w hich:
- short-term portion
- medium/long-term portion
348,052
781,440
Bonds in issue
of w hich:
- long-term portion
24,168
594,944
Convertible bonds
of w hich:
- long-term portion
110,536
463,951
31 Decem ber 2013
1,129,492
1,277,367
192,770
1,084,597
619,112
471,947
21,141
450,806
574,487
Gross debt
565,184
5,690
559,494
2,323,091
Cash and cash equivalents
2,314,498
(113,444)
Net debt
(150,633)
2,209,647
2,163,865
Net debt as at 31 December 2014 amounts to 2,209,647 thousand of Euro compared to 2,163,865 thousand
of Euro of 31 December 2013.
Borrowings increase by 8,593 thousand of Euro reaching 2,323,091 thousand of Euro (compared to
2,314,498 thousand of Euro of 31 December 2013). The main changes are shown in the following table:
Carrying amount
Total carrying amount of borrowings as at 31 December 2013
2.314.498
2.368.646
Change in overdraft facilities
(80.102)
(80.102)
New borrowings
Repayment of maturing borrowings and ordinary repayments (including change in nominal
accruing interests)
707.738
714.500
(12.529)
(12.529)
(765.999)
(770.870)
Early settlement of loans
Amortisation of up-front costs
3.018
Change in borrowings from banks and financial institutions
-
(147.874)
(149.001)
Bond issues
Repayment of maturing borrowings and ordinary repayments (including change in nominal
accruing interests)
593.881
600.000
14.625
11.960
Advance repayment of bonds for property sale
(16.751)
(16.896)
(444.590)
(447.306)
Change in bonds in issue
147.165
147.758
9.302
6
9.302
6
2.323.091
2.367.409
Interests accrued during the period (at the effective interest rate)
Change in convertible bonds

Nominal value
Borrowings from banks and financial institutions decreased from 1,277,367 thousand of Euro of 31
December 2013 to 1,129,492 thousand of Euro as at 31 December 2014, down by 147,874 thousand of
Euro. This decrease is attributable:
70
o
to the early repayment of medium/long term loans (765,999 thousand of Euro) and to the
repayments of short-term credit facilities (80,102 thousand of Euro), made with the liquidity arising
from the issue in the year of convertible bonds and by raising new mortgage loans;
o
to the payment of the instalments falling due on medium/long-term loans as envisaged by the
repayment plans (12,529 thousand of Euro including the change in nominal accruing interests), net
of the effect related to the amortisation of up-front costs (3,018 thousand of Euro) following
application of the amortised cost method;
These decreases were partially offset by the raising in the year:
o
of three loans, totalling a nominal amount of 650,000 thousand of Euro, raised as part of the
repayment of the Imser 60 securitisation described above (for a carrying amount of the new loans of
644,319 thousand of Euro);
o
of two mortgage loans, for the nominal value of 60,000 thousand of Euro and maturing in April 2019
and for the nominal value of 4,500 thousand of Euro and maturing in December 2019, respectively
(for a total carrying amount of the new loans of 63,419 thousand of Euro).
The actual cost of floating rate borrowings for 2014, calculated using the amortised cost method and
without taking into account interest rate swaps, was:

2.42% (3.22% for 2013) for medium/long-term floating rate mortgage loans;

2.99% (5.33% for 2013) for other floating-rate medium/long-term loans.
The effective interest rate for 2014 applied to fixed rate borrowings from banks and other financial
institutions was 6.02% (6.02% in 2013).

Bonds in issue increase from 471,947 thousand of Euro as at 31 December 2013 to 619,112 thousand of
Euro as at 31 December 2014. The 147,165 thousand of Euro increase is due:
(i) to the issue in the year of two unsecured bonds of an initial carrying amount of 593,868 thousand of
Euro (the first one of a nominal value of 350,000 thousand of Euro maturing in January 2018 and the
second one of a nominal value of 250,000 thousand of Euro maturing in April 2019), to which is
added the accruing nominal interest coupons and the amortisation of the upfront costs for the period
totalling 21,266 thousand of Euro (calculated at the effective interest rate);
(ii) to the repayment of the payable corresponding to the bonds issued for the loan of the Imser 60
portfolio (leased to Telecom Italia) for the ordinary amortisation and for early repayments due to
property sales (21,935 thousand of Euro) and for the early repayment described previously as part of
the main events during the financial year (446,034 thousand of Euro). As at 31 December 2014, with
reference to such bonds, there remains a payable of 3,978 thousand of Euro to be paid next and
related to the only unlisted bond class.
In 2014, the effective interest rate for these bonds issued for the borrowing of the Imser 60 portfolio,
calculated at amortised cost and without making allowance for hedges, was equal to 8.24% for fixed rate
securities (8.33% in 2013) and to 2.86% for floating rate securities (2.41% in 2013).
Whereas, with reference to the two bonds issued in the year, the annual nominal effective interest rate is
4.35% (4.125% annual nominal rate) for the loan maturing in 2018 and 3.79% (3.50% annual nominal
rate) for the loan maturing in 2019.
 Convertible bonds increased from 565,184 thousand of Euro as at 31 December 2013 to 574,487
thousand of Euro as at 31 December 2014, due to interests for the period, net of the coupons paid during
the year. The annual effective interest rate of the existing three convertible bonds is equal to 6.17%
71
(3.875% annual nominal rate) for the loan maturing in 2015; to 4.70% (3.375% annual nominal rate) for
the loan maturing in 2018 and to 4.91% (2.625% annual nominal rate) for the loan maturing in 2019.
Cash and cash equivalents as at 31 December 2014 totalled 113,444 thousand of Euro (compared to
150,633 thousand of Euro as at 31 December 2013). The change in cash and cash equivalents recorded
during the year is broken down as follows.
Thousand of
Euro
EPRA recurring net incom e
87,205
Cash items excluded from the Group recurring cash net income (*)
(164,114)
Minorities profit/(loss) excluded f rom the Group recurring cash net income
73
Cash flow from operating activities after taxes
(76,836)
Changes in payables and receivables
(98,718)
Dividends distributed
(42,138)
Investing activity
49,797
Financing activity
130,706
Changes in cash and cash equivalents
(37,189)
(*) For details of these items, see the comments relating to the results for 2014 under the analysis of the Group recurring cash net income
For further information on changes in receivables and payables, investing and financing activities, please
refer to the Statement of Cash Flows.
Group Equity and Minority Interests
Group Equity as at 31 December 2014 amounted to 1,858,006 thousand of Euro (1,897,666 thousand of
Euro as at 31 December 2013). The net decrease of 39,660 thousand of Euro compared to 31 December
2013 is mainly due:

to the loss for the financial year (231,605 thousand of Euro);

to dividend distribution (42,138 thousand of Euro);

to the capital increase completed during the financial year (149,725 thousand of Euro), net of costs
borne (3,219 thousand of Euro) that, pursuant to the accounting standards of reference were directly
recognised as a decrease in equity;

to the positive change in the cash flow hedge reserve (87,488 thousand of Euro), due both to the
releases of the year (ordinary and for early repayment), partially offset by the effect of changes in fair
value of hedging instruments;

to positive minor changes (89 thousand of Euro).
For further details, refer to the Statement of changes in equity.
Minority interests increased from 13,281 thousand of Euro as at 31 December 2013 to 10,889 thousand of
Euro as at 31 December 2014. The net decrease of 2,392 thousand of Euro is due: i) to the loss for the
financial year attributable to minorities (1,121 thousand of Euro); ii) to dividend distribution (996 thousand of
Euro); iii) to the purchase of minority interests in Imser 60 SIINQ S.p.A (205 thousand of Euro); iv) to the
liquidation of Imser S.r.l. (89 thousand of Euro); v) to minor changes (11 thousand of Euro).
The Net Asset Value (NAV) of the Group as at 31 December 2014, calculated on the basis of the EPRA
guidelines amounts to 1,983.0 million of Euro (0.874 Euro per share), compared to the NAV of 31 December
2013 amounting to 2,036.9 million of Euro (1.063 Euro per share).
72
The NNNAV - triple NAV - (NAV net of both deferred taxes on the property portfolio and of mark-to-market of
derivatives on interest rates and fixed-rate borrowings net of the related tax effect) calculated on the basis of
the EPRA guidelines amounts to 1,808.9 million of Euro (0.797 Euro per share) compared to NNNAV as at
31 December 2013 of 1,840.0 million of Euro (Euro 0.961 per share). The repayment of the Imser 60
securitisation did not generate significant effects on the NNNAV of the Group, in that the expenses for the
early repayment were already considered in the calculation of the NNNAV, for an amount substantially equal
to that actually paid. The decrease in NNNAV per share is affected by the capital increase.
31.12.2014
(Euro million)
NAV per share
Shares
2,268,464,886
Market value of investment properties (including premises)
Market value of properties under development
Market value of trading properties
Market value of assets held for sale
Other assets and liabilities
Payables net of cash
3,756.8
149.7
63.6
122.9
99.6
(2,209.6)
Gross NAV
1,983.0
Deferred taxes on portfolio and exit tax payable
0.874
(28.9)
NNAV
1,954.1
MtM of derivatives
MtM spread on borrowings
MtM spread on convertible bonds
Income tax
0.861
(90.5)
(24.8)
(32.4)
2.6
NNNAV
1,808.9
0.797
Note well: For calculation purposes, Group equity is adjusted to express the fair value of the entire real estate portfolio (including operating and trading
properties), together with fixed rate borrowings. In this respect, note that such calculations were carried out taking into account the change in fair value
of fixed rate borrowings and hedging instruments. With reference to the fair value measurement of the real estate portfolio, it was assumed to be equal
to the one calculated in June 2014 by the independent experts, plus capitalisations for the period for works and financial charges net of any price
adjustment.
The Gross NAV represents the difference between the value of Group assets and liabilities before the taxation of properties and "mark to market"
accounting of financial items.
Also taking into consideration the deferred taxation on properties (properties excluded from the SIIQ/SIINQ regime) and the exit tax payable, we move
from the Gross NAV to the NNAV. Lastly, the NNNAV also considers the mark to market of financial instruments.
As in previous years, the NNNAV was calculated by only taking the fluctuation of interest rates into account in the fair value measurement of
borrowings, and not the spreads on outstanding liabilities.
Note that the diluted NAV is not presented in that as at 31 December 2014, in accordance with the
provisions of IAS 33 and the EPRA guidelines, there are no instruments with a diluting effect on the NAV.
The only instruments with potential dilutive effect issued by the Group are represented by the three
outstanding convertible bonds whose conversion options at the end of the financial year were "out of the
money”.
COMPANY INFORMATION
Staff
As at 31 December 2014, the Beni Stabili Group had a workforce of 90 employees (89 excluding porters),
with respect to a workforce of 93 (92 excluding porters) as at 31 December 2013, divided by professional
category as follows:
73
M a na ge rs
3 1/ 12 / 2 0 14
N o . e m plo ye e s
% o f to tal
E xe c ut iv e s
3 1/ 12 / 2 0 13
3 1/ 12 / 2 0 14
O f f ic e s t a f f
3 1/ 12 / 2 0 13
3 1/ 12 / 2 0 14
P o rt e rs
3 1/ 12 / 2 0 13
3 1/ 12 / 2 0 14
T o tal
3 1/ 12 / 2 0 13
3 1/ 12 / 2 0 14
3 1/ 12 / 2 0 13
20
23
24
24
45
45
1
1
90
93
22.2%
24.7%
26.7%
25.8%
50.0%
48.4%
1.1%
1.1%
100.0%
100.0%
As can be seen from the above table, during 2014, the following was recorded:

3 resignations in the category of managers;
62 (excluding the porter) out of 89 employees (excluding the porter) are engaged in the management of the
property portfolio and in the carrying-out of the corporate activities whereas 27 (26 as at 31 December 2013)
are engaged in the fund management activity by Beni Stabili Gestioni S.p.A. – SGR.
As can be seen in the table below, as at 31 December 2014, 90.0% of the staff are employed under openterm employment contracts, compared to 93.5% as at 31 December 2013:
No. em ployees
% of total
OPEN-TERM EMPLOYMENT
CONTRACTS
TEMPORARY CONTRACTS
31/12/2014
31/12/2014
31/12/2013
TOTAL
TRAINING CONTRACTS
31/12/2013
31/12/2014
31/12/2013
31/12/2014
31/12/2013
81
87
2
1
7
5
90
93
90.0%
93.5%
2.2%
1.1%
7.8%
5.4%
100.0%
100.0%
The breakdown by gender shows that female employees account for approximately 54.4% of the total as at
31 December 2014, compared with 54.8% as at 31 December 2013.
Males
45,6%
Females
54,4%
The number of women as at 31 December 2014 is 49 (compared to 51 as at 31 December 2013),
representing more than half the staff. The breakdown by professional category of the female staff is as
follows:
74
Managers
31/12/2014
No. w om en per
category
Executives
31/12/2013
31/12/2014
Office staff
31/12/2013
31/12/2014
Porters
31/12/2013
31/12/2014
Total
31/12/2013
31/12/2014
31/12/2013
7
8
13
13
29
30
0
0
49
51
14.3%
15.7%
26.5%
25.5%
59.2%
58.8%
0.0%
0.0%
100.0%
100.0%
35.0%
34.8%
54.2%
54.2%
64.4%
66.7%
0.0%
0.0%
54.4%
54.8%
% distribution by
category
Presence of w om en
out of total per
category
50
45
40
35
29
30
25
20
13
7
15
10
16
13
5
11
1
0
Managers
Executives
Office staff
Men
Porters
Women
As regards the employee age distribution, the highest percentage is in the 40 to 44 year-old age group as
can be seen in table below.
20
18
16
14
12
10
19
8
18
15
13
6
10
4
7
5
2
3
0
0
< 25 years 25-29 years 30-34 years 35-39 years 40-44 years 45-49 years 50-54 years 55-59 years > 60 years
75
As regards education levels, 65.6% (the same percentage as at 31 December 2013) of staff have a
university degree, 30.0% (30.1% as at 31 December 2013) have a high school leaving diploma and 4.4%
(4.30% as at 31 December 2013) have a middle school leaving diploma.
4%
Middle School
30%
High School
University
degree
66%
In relation to staff service seniority, note that approximately 37.8% (33.3% as at 31 December 2013) of staff
have a seniority of less than 5 years, approximately 30.0% (34.4% as at 31 December 2013) of staff have a
seniority of more than 5 years but less than 10, approximately 26.7% (26.9% as at 31 December 2013) of
staff have a seniority of more than 10 years but less than 20 and approximately 5.5% (5.4% as at 31
December 2013) of staff have a seniority of more than 20 years of service.
40
35
30
25
20
34
15
27
24
10
5
0
0-5 years
6-10 years
11-20 years
76
2
3
21-30 years
>30 years
ENVIRONMENTAL SUSTAINABILITY
Since 2013, the Beni Stabili Group, with the setting up of the Environmental sustainability committee and the
publishing of the first Sustainability Report, which lead to obtaining the EPRA Gold award, has been
pursuing policies of environmental sustainability, in order to increase transparency, professional experience
and innovation.
The goal is to provide stakeholders with a detailed report of the main activities undertaken to improve the
social and environmental performance of our business and of our assets, through the declaration of Targets
and the timing to achieve them, focusing at the same time on the creation of “value”.
The Sustainability Report, prepared taking into account the multitenant buildings on which Beni Stabili
exercises the operational control of consumption and that showed the results obtained in 2013, as the
reduction of 5% of energy consumption from fuel, 6% of direct emissions of greenhouse gases and 4.2% of
water consumption, will become a “compass” for the orientation of company activities, setting objectives of
gradual improvement year in, year out.
ORGANISATIONAL MODEL AND CODE OF ETHICS
Beni Stabili S.p.A. SIIQ has adopted an "Organisation, management and control model" since 2003, in
compliance with Italian Legislative Decree No. 231/2001 (the "Model"), updated and supplemented in 2014
also in the light of the recent regulatory developments, which provides a set of rules, measures and
preventive procedures aimed at reducing the risk of committing crimes within the corporate organisation.
The Company has also adopted its own Code of Ethics and Conduct (the "Code of Ethics"), also updated
and supplemented in 2014, aimed at identifying the principles and values that the Company and the
companies of the Beni Stabili Group aspire to in the running of the business. This code is an essential
component of the Model in terms of its actual implementation in that it aims at recommending, promoting or
prohibiting certain behaviours, also beyond and regardless of what is provided by the regulations.
Adoption of the Code of Ethics is also one of the assumptions behind the efficient operation of the internal
control system. The Code of Ethics is published in the "Corporate Governance - Codes and Procedures" of
the company web site www.benistabili.it.
The compliance with the Model is guaranteed by a collective body with independent powers of initiative and
control, specially set up by the Company, called Supervisory Body.
The functions of the Supervisory Body also include the task of guaranteeing the adequacy of the Model,
monitoring the effectiveness of the Model and ensuring, also, (as guarantor) compliance with the Code of Ethics.
STOCK OPTIONS
Currently, there are no Stock Option plans launched by the Parent Company Beni Stabili S.p.A. SIIQ, or by
other companies of the Group, concerning the shares of the Company.
77
RESEARCH AND DEVELOPMENT
Beni Stabili S.p.A. SIIQ and the other Group companies do not carry out research activities.
THE COMPANY'S TREASURY SHARES AND SHARES OR UNITS OF PARENT COMPANIES
As at 31 December 2014, Beni Stabili S.p.A. SIIQ held 961,000 treasury shares, for a value equal to the
purchase cost of 655 thousand of Euro.
RELATIONS WITH SUBSIDIARIES, ASSOCIATES AND PARENT COMPANY
With reference to the type of relationships between the Group companies and the parent companies, please
refer to the Notes to the financial statements (Note 9).
SUBSEQUENT MAIN EVENTS
On 20 January 2015, Beni Stabili S.p.A. SIIQ signed with BNP Paribas and Sociètè Generale a mortgage
loan agreement amounting to 110,000 thousand of Euro, maturing in 20 January 2021.
This loan is secured by mortgage on 6 properties, of which three owned by Beni Stabili S.p.A. SIIQ and 3
owned by BS Immobiliare 8 S.p.A. SIINQ.
On the signing date, “Line A” referring to Beni Stabili properties of 47,556 thousand of Euro was used
whereas “Line B”, referring to the properties of BS Immobiliare 8 of 62,444 thousand of Euro will be used
within the period of availability of 30 June 2015.
78
OPERATING OUTLOOK
After a year characterised by strong volatility, growing concerns on the growth prospects of the Eurozone
and more and more concrete signs of deflation, the start, in January 2015, of the expected “Quantity Easing”
programme, by the ECB, stimulated positively the financial markets, improving the general climate.
The prospect of low interest rates for long periods and of high liquidity available for economic initiatives,
together with an extraordinarily low cost of energy, are strong incentives to ensure the efficient transfer of the
above positive climate from the financial markets to more directly productive markets, starting in this way the
growth path sought-after.
In our Country, this improvement of the general outline combined with a positive development of the political
outline, which seems to be directed more and more towards State reforms, as required by the markets and
other European partners.
All in all, therefore, it finally seems that these first months of 2015 are characterised by all the elements required
for considering the start of a new expansive cycle also in the Italian real estate sector in which the Beni Stabili
Group works, a sector that, historically, is highly favoured by a scenario of low interest rates and high liquidity.
Currently, the Beni Stabili Group has a completely renewed financial structure and a significantly more agile
and flexible organisational structure; therefore, with all the necessary requirements to seize the opportunities
of a new cycle, which will surely be established more slowly than the previous one but that now seems to be
finally round the corner and quite solid.
In this context, the availability of a project such as Symbiosis, which aims to build modern and sustainable
offices not far from the centre of Milan, in an area of future development of the city, is certainly an important
factor of competitive advantage in the next market development.
79
Financial statements
Beni Stabili Group
Income Statement
Statement of changes in Equity
CONSOLIDATED FINANCIAL STATEMENTS OF THE BENI STABILI GROUP
1
STATEMENT OF FINANCIAL POSITION
(Euro/000)
Notes
31.12.2014
31.12.2013
ASSETS
Investment properties
6.1.1
3.736.760
3.611.315
Properties under development
6.1.2
149.740
258.300
Operating properties and other assets
6.1.3
19.902
20.576
Intangible assets
6.1.4
173
1.127
Investments in:
- associetes
- other companies
6.1.5
6.1.5
1.891
1.538
1.615
2.674
Securities
6.1.6
13.204
39.994
Trade and trade receivables
6.1.7
36.420
152.109
Derivatives
6.1.8
846
73
Deferred tax assets
6.1.9
15.627
87.567
3.976.101
4.175.350
Total non - current assets
Trading properties
6.2.1
63.305
72.647
6.2.2
101.018
41.229
6.2.3
113.444
150.633
277.767
264.509
146.252
195.717
4.400.120
4.635.576
Share capital
226.943
191.630
Share premium reserve
341.403
230.210
Other reserves
562.562
524.494
Retained earnings
727.098
951.332
1.858.006
1.897.666
10.889
13.281
6.3
1.868.895
1.910.947
Borrowings
6.4.1
1.840.335
2.094.897
Trade and other payables
6.4.2
-
126.767
Derivatives
6.4.3
91.348
147.026
Staff termination benefits
6.4.4
491
873
6.4.5
17.911
31.007
1.950.085
2.400.570
Total current assets
Asset held for sale
6.2.4
Total assets
EQUITY
Total Group Equity
Minority interests
Total consolidated Equity
LIABILITIES
Total non - current liabilities
Borrowings
6.5.1
482.756
219.601
6.5.2
88.993
98.838
Provisions for risks and charges
6.5.3
6.944
5.620
578.693
324.059
2.447
-
Total liabilities
2.531.225
2.724.629
Total consolidated Equity and liabilities
4.400.120
4.635.576
Total current liabilities
Liabilities related to assets held for sale
6.5.4
81
2
INCOME STATEMENT
(Euro/000)
Notes
Rental revenues
Property costs
31.12.2014
31.12.2013
228.656
(34.492)
231.699
(37.006)
Net rental revenues
6.6.1
194.164
194.693
6.6.2
9.342
9.732
(9.046)
(14.782)
(9.403)
(14.741)
Staff costs
Overheads
6.6.3
(23.828)
(24.144)
Other revenues and income
Other costs and charges
Total other revenues and income/(other costs and charges)
6.6.4
6.6.4
2.887
(17.999)
(15.112)
705
(6.171)
(5.466)
9.297
(9.230)
8.755
(8.469)
Trading properties sales
Cost of sales
Profit/(loss) on disposal of trading properties
6.6.5
Investment and development properties sales
Cost of sales
67
74.500
(72.226)
Profit/(loss) on disposal of investment and development properties
6.6.5
Held for sale properties sales
Cost of sales
2.274
24.240
(24.248)
Profit/(loss) on disposal of held for sale properties
6.6.5
Property write- ups
Property write- downs
6.1.1/6.1.2/6.2.1
/6.2.4
Property write- ups / property write-downs
EBIT
Income/(charges) from associates
Income/(charges) from other companies
6.6.6
6.6.7
6.6.7
EBT
Tax
6.6.8
Net Income
Monorities (profit)/loss
6.3
Net income for the Group
(8)
286
28.000
(27.076)
924
97.314
(94.670)
2.644
53.552
(64.351)
25.044
(107.131)
(10.799)
(82.087)
156.100
96.582
(310.986)
672
(18.240)
(125.644)
1.218
(1.619)
(172.454)
(29.463)
(60.272)
25.278
(232.726)
(4.185)
1.121
(27)
(231.605)
(4.212)
Earnings per share (€)
- Basic
6.6.9
(0,11667)
(0,00220)
- Diluted
6.6.9
(0,11667)
(0,00684)
82
3
STATEMENT OF COMPREHENSIVE INCOME
(Euro/000)
31.12.2014
Net income
31.12.2013
(232.726)
(4.185)
87.924
80.163
(436)
(456)
87.488
79.707
Other components of the Statement of Comprehensive Income (that will be subsequently reclassified to the Income Statement)
Gross changes in the Cash Flow Hedge reserve
Income tax relating to the movements described above
Total other components of the Statement of Comprehensive Income (that will be subsequently reclassified to the Income
Statement)
Purchase of minority interests in consolidated companies
(50)
Staff termination benefits measurement: actuarial differences
(136)
Income tax relating to the movements described above
7
31
Other components of the Statement of Comprehensive Income (that will not be subsequently reclassified to the Income
Statement)
Comprehensive income
Comprehensive minority (profit)/loss
Comprehensive income for the Group
83
(155)
7
(145.393)
75.529
1.339
(33)
(144.054)
75.496
4
STATEMENT OF CHANGES IN EQUITY
(€/000)
Group Equity
Share
capital
Balance as at 1 January 2012
191.630
Share premium
reserve
230.210
Other
reserves
Retained
earnings
505.400
993.857
Valuation of free share plans
239
Total
consolidated
Group equity
1.921.097
239
Distribution of dividends and reserves
(4.328)
(37.809)
(42.137)
Internal changes in Equity due to reserves reallocation
11.489
(11.489)
-
Increases by minority shareholders
Balance as at 31 December 2012
729
191.630
230.210
513.290
(155)
(15.777)
929.021
312
12.230
7
(658)
Total
consolidated
equity
1.933.327
246
(42.795)
-
-
Comprehensive income 2012
Minority
interests
550
(15.048)
1.864.151
157
1.594
13.723
(7)
(13.454)
1.877.874
150
(13.630)
(28.508)
(42.138)
(54.719)
54.719
-
79.708
(4.212)
75.496
33
75.529
1.897.666
13.281
1.910.947
Capital increase with share premium (including costs)
191.630
230.210
35.313
111.193
524.494
951.332
146.506
26
26
(26.847)
(15.291)
(42.138)
(22.599)
22.599
-
Liquidation of consolidated companies
-
226.943
341.403
84
87.488
(231.542)
562.562
727.098
(42.606)
-
(468)
550
(144.054)
1.858.006
146.506
2
28
(966)
(43.104)
(89)
(89)
(1.339)
(145.393)
-
10.889
1.868.895
CONSOLIDATED FINANCIAL STATEMENS OF THE BENI STABILI GROUP
5
STATEMENT OF CASH FLOWS
(€/000)
31.12.2014
EBT
31.12.2013
(172.454)
Amortisation and write-downs of intangible assets
(29.463)
64
899
877
914
Unrealised property (write-ups)/write-downs
10.651
83.225
Write-ups/write-downs of investments
17.600
1.003
Non-cash financial charges/(income) on derivatives and amortised cost
56.951
14.664
Depreciation of operating and other assets
Non-cash charges for free share plans
29
Capital gain from partial sale of Beni Stabili Property Service S.p.A.
-
Provisions for risks and charges and receivables
13.628
Releases of provisions for risks and charges and receivables
(33)
Cash flow from operating activities
(72.687)
Taxes (net of the portion related to the deferred tax)
156
(546)
3.891
(288)
74.455
(4.149)
5
(76.836)
74.460
Other assets/other liabilities
(18.041)
(12.462)
Receivables/ payables for property sale/repurchase
(61.089)
6.862
(19.588)
(18.927)
(175.554)
49.933
Movements in assets and liabilities
Exit tax payables
Cash flow before investing and financing activities
Investing activity
Increase in intangible assets
Increase in operating and other assets
Increase in properties
(64)
(14)
(235)
(304)
(50.420)
(52.043)
Acquisition of 31,8% interests Sviluppo Ripamonti S.r.l.
-
(14.500)
Purchase/other increases in investments and securities
-
(6.801)
Disposal of properties
105.009
Reimbursments of contributions/ disposal and other reductions in investments and securities
Sale price of Beni Stabili Property Service S.p.A.
Dividends received from investments measured whit the equity method
Reclassification of Cash reffered to B.S. Gestioni SGR S.p.A. under IFRS5
127.580
1.211
348
-
949
400
403
(6.104)
-
Financing activity
Dividends distribution
(42.138)
Capital increase with share premium (net of costs)
146.506
Contributions/redemptions and attribution of reserves from/to minority interests
(1.271)
Purchase of minority interests in consolidated companies
155
Increase / (decrease) of borrowings
(14.684)
(42.138)
(469)
35.235
Net increase/(decrease) in cash and cash equivalents
(37.189)
98.179
Cash and cash equivalents at the beginning of period
150.633
52.454
113.444
150.633
Cash and cash equivalents at the end of period
85
Beni Stabili Group
1
GENERAL INFORMATION
Beni Stabili S.p.A. SIIQ (the "Company" or "Parent Company") and its subsidiaries ("Beni Stabili" or the
"Group") is one of Italy's leading property investment and management groups. The Group:
i)
invests primarily in office properties leased to major industrial and financial companies under
medium- to long-term lease contracts;
ii)
is active in the property development sector, mainly in the office segment and with the aim of
developing properties for subsequent lease;
iii)
carries out property trading activities.
The Group also operates in the field of property services mainly through investments in associates in the
capital of Investire Immobiliare S.p.A. SGR (incorporating company from 1 January 2015 of Beni Stabili
S.p.A. - SGR) and of Beni Stabili Property Service S.p.A.
The Parent Company is a joint-stock company established and domiciled in Italy, with its registered office in
via Piemonte 38, Rome, and branch office in via Carlo Ottavio Cornaggia 10, Milan, and is listed on the
Italian Stock Exchange and the Euronext market in Paris.
As from 2011, the Parent Company and the subsidiary Imser 60 SIINQ S.p.A. adopted the special regime for
listed real estate investment companies – SIIQ and the special regime for unlisted real estate investment
companies – SIINQ. As from 2013, B.S. Immobiliare 8 S.p.A. SIINQ and B.S. Immobiliare 9 S.p.A. SIINQ
adopted this special regime as well.
The Board of Directors of Beni Stabili S.p.A. SIIQ approved these Consolidated Financial Statements as at
31 December 2014 for publication on 10 February 2015.
2
BASIS OF PRESENTATION AND ACCOUNTING POLICIES
2.1
Basis of presentation
These Consolidated Financial Statements as at 31 December 2014 have been prepared under
International Accounting Standards – IAS and International Financial Reporting Standards - IFRS issued by
the International Accounting Standards Board (IASB), and integrated by the related interpretations issued by
the Standing Interpretations Committee (SIC) and the International Financial Reporting Interpretations
Committee (IFRIC), and adopted by the European Commission in compliance with the procedure referred to
in Article 6 of (EC) Regulations no. 1606/2002.
Cost represents the general criterion adopted for all assets and liabilities, except for investment properties,
properties held for sale, properties under development and certain financial assets and liabilities for which
the fair value was recognised to the Income Statement and/or in Equity.
87
The basis of presentation adopted in the preparation of these Consolidated Financial Statements was in line
with that adopted in drawing up the consolidated financial statements for the Group as at 31 December
2013.
Preparation of the Consolidated Financial Statements requires the use of estimates and judgements
reflected in the value of assets and liabilities. Critical estimates, judgements and accounting policies used by
the Group are described in Note 4.
Based on the classification adopted for the Statement of Financial Position, assets and liabilities are broken
down between "current" and "non-current", while the classification adopted for the Income Statement
classifies costs and revenue by kind. In fact, it is believed that such classifications, compared with the
classifications by liquidity level for the Statement of Financial Position, and by allocation for the Income
Statement, allow a better description of the equity, economic and financial position of the Group.
The adopted Statement of Cash Flows gives separate indication of cash flows generated by operations,
investing activity and financing activity. Note that, as permitted under paragraph 18(b) of IAS 7 "Statement of
Cash Flows", the Statement of Cash Flows is prepared according to the "indirect method”.
The financial statements are presented with comparative data in accordance with requirements of the abovementioned standards. In order to facilitate comparison of the data, certain immaterial figures from 2013 were
reclassified wherever deemed necessary. Where necessary, the Consolidated Financial Statements and
Notes to the Consolidated Financial Statements include additional information on the financial statements
and disclosures as required by Consob Resolution no. 15519 of 27 July 2006 and Consob Communication
no. 6064293 of 28 July 2006.
All the figures presented in these Consolidated Financial Statements are stated in thousands of Euros,
unless otherwise indicated.
2.2
Investments and Consolidation
(a)
Investments in subsidiaries and basis of consolidation
In accordance with IFRS 10, we have control over an entity (subsidiary) if and only if, at the same time:

we have power over the investee entity, qualifying as having valid rights for addressing its relevant
activities, i.e. those activities impacting significantly on its profitability;

we have the ability to exercise this power over the investee entity so as to affect its profitability;

the profitability (positive and negative) of one's investment varies depending on the profitability of the
investee entity.
The Beni Stabili Group’s Consolidated Financial Statements as at 31 December 2014 includes the annual
financial statements of the Parent Company and of all its direct and indirect subsidiaries.
88
The financial statements of the subsidiaries, where necessary, were adjusted to make them consistent with
IAS/IFRS.
In view of the requirements of Consob Communication DEM/6064293 of 28 July 2006, Annexe 1 to these
Consolidated Financial Statements provides a list of consolidated companies and indicates the method of
consolidation used.
Note that, in 2014, there were no changes in the basis of consolidation compared to 31 December 2013.
However, the company Imser S.r.l. in liquidation was closed with reference to 30 September 2014. Moreover,
Beni Stabili Gestioni S.p.A.- SGR that, as indicated in the Management Report, was merged with effect as
from 1 January 2015 into Investire Immobiliare S.p.A. SGR, was consolidated on a 100% basis, albeit
pursuant to the provisions of IFRS 5, the related assets and liabilities as at 31 December 2014 were
classified in items “assets held for sale” and “liabilities linked to assets held for sale”.
Starting from 2014, the companies over which the Group exercises joint control are measured with the
Equity method.
(b) Investments in jointly controlled entities and associates
In accordance with IFRS 11, a jointly controlled entity (joint venture) is a company over which the Group has
sharing of control with third parties. The joint control of a company is the contractually agreed sharing of
control over it, which exists only when decisions about relevant activities require the unanimous consent of
parties sharing control (joint venturers).
In compliance with IAS 28, an associate is a company over which the Group has significant influence, which
is power to participate in the financial and operating policy decisions of the associate but is not control or
joint control of those policies.
Investments in jointly controlled entities and associates are recorded in the financial statements of the Group
with the equity method. A method of accounting whereby the investment is initially recognised at cost and
adjusted thereafter up or down for the post-acquisition change investee's net assets. For the purposes of
this measurement, the financial statements of the investee companies used as a reference are prepared with
time intervals that correspond to that of the Group and prepared in accordance with IAS/IFRS. The
adjustments made to the value of the investment are recognised in the Income Statement in proportion to the
share of the Income Statement result of the investee attributable to the Group, whereas they are recorded in
the Statement of Comprehensive Income if they express the share attributable to the Group of “other
comprehensive income components” of the investee.
89
2.3
Segment reporting
An operating segment is a group of assets and operations generating costs and revenues, for which
separate accounting information is available, and for which the related results are periodically reviewed by
the executive management in order to adopt measures as to resources to be allocated to the segment and
assessment of the related results.
Segment reporting by the Group is defined according to the breakdown by operating segment, making a
distinction between property-related activities and services, mainly represented by real estate fund
management. Property-related activities are then further broken down on the basis of the accounting
categories into which the property assets are divided. Secondarily, information is also provided by
geographical segment, defined according to property location.
2.4
Functional currency and foreign currency transactions
(a)
Functional currency
Amounts included in the financial statements of each Group company are measured using the currency of
the economic environment in which the Company operates (the "functional currency”). The Consolidated
Financial Statements are presented in thousands of Euros. The euro is the Parent Company's functional and
presentation currency.
(b)
Foreign currency transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing
at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation at closing exchange rates of cash assets and liabilities denominated in
foreign currencies are recognised in the Income Statement.
Differences resulting from the translation of non-cash assets or liabilities are recognised in Equity in the
period in which they occur, if profits and losses resulting from the measurement of such items are recognised
directly in Equity. If, instead, profits or losses related to the valuation of non-cash assets are accounted for in
the Income Statement, any exchange difference will be recognised on the same basis, except for any profit
or loss generated by application of the fair value principle. In this case, any exchange differences are
accounted for in Equity.
2.5
Investment properties are those held to earn rental revenues and for capital appreciation.
Investment properties are initially stated at cost, inclusive of transaction costs, and are subsequently
measured at their fair value, and any change of such fair value is recorded in the Income Statement.
The real estate portfolio is valued semi-annually, on 30 June and 31 December, by an external independent
valuation company, duly recognised and qualified and in possession of up-to-date knowledge of the locations
90
and features of the properties being valued. The valuation is entrusted to two or more independent experts,
who will be rotated every three years within the range of the property assets, though reserving the option to
defer the three-yearly rotation (for a further three years) if deemed necessary.
The fair value of the properties is based on the market value, represented (in compliance with the provision
of IFRS 13 "Fair value measurement") by the estimate of the price at which the property would be traded on
the measurement date and under current market conditions, as part of an ordinary transaction between
market operators acting in the best manner to meet their economic interest (reference is made to Note 4.1
for the description of the fair value measurement methods).
When a property classed as an operating property is transferred to investment property following a change in
use, any difference between the carrying amount and the fair value of the property at the date of transfer is
recognised, in case of profits, directly in Equity. Where instead the difference represents a loss, this is
recognised immediately in the Income Statement.
2.6
Properties under renovation, conversion, construction and development (hereinafter generically referred to
as "development activities") for which a future use as investment properties is expected, are classified in this
category.
These properties are individually recognised using the cost principle (initially at the purchase cost or the last
carrying amount if reclassified to this category from another property category), remaining as such until the
related fair value proves to be reliably calculable on an ongoing basis. From that moment the fair value
measurement principle is adopted (reference is made to Note 4.1 for the description of the fair value
measurement methods).
The carrying amount of the property is incremented by all costs incurred for development activities, financial
charges and any cost for staff employed in such activities.
The capitalisation of financial charges is performed for the period between the start of such activities up to
the moment the properties are essentially ready for their intended use, considering, in addition to costs on
borrowings specifically for property purchase and development, also costs related to loans not directly
guaranteed by them.
2.7
Leases
Leases are classified as finance leases or operating leases. Under the terms of a finance lease, the risks
and rewards of ownership of an asset are substantially transferred to the tenant, whilst under the terms of an
operating lease the risks and rewards of ownership substantially pertain to the lessor.
(a)
Finance leases
91
(i)
Group companies as lessees in finance leases
On initial recognition, the lessee company records the asset as a fixed asset and a borrowing as a reverse
entry for an amount equal to the lower of the fair value of the asset being leased and the current value of the
minimum payments due when the contract starts, using the contract interest rate. At each reporting date, the
financial charges for the period are recognised in the Income Statement, after breaking down the rentals in
accordance with the interest rate implicit in the lease. The capital element of the rental paid is instead
recognised as a decrease in the borrowing.
(ii)
Group companies as lessors in finance leases
On initial recognition, regardless of legal title, the value of the asset is derecognised from assets and a
receivable is recognised corresponding to the present value of the sum of minimum lease payments due at
inception of the lease and the remaining unsecured value. The discount rate used is the interest rate implicit
in the lease. At each reporting date, the financial income for the period is recognised in the Income
Statement, calculated on the basis of the rate of return implicit in the lease applied on a straight-line basis
throughout the lease term. The estimated remaining unsecured value is periodically subject to impairment
testing.
(b)
Operating leases
Lease payments under operating leases are recognised as revenues or costs in the Income Statement on a
straight-line basis over the lease term.
Lease contracts for properties are classified and accounted for on the same basis as operating leases.
Please refer also to Note 2.20(i) below.
2.8
Operating properties and other assets are accounted for at purchase or construction cost, based on the fair
value of the consideration paid in order to acquire the asset and any other directly attributable costs of
making the asset ready for its intended use.
Subsequent costs are included in the assets' carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that the future economic benefits associated with the item will flow to
the Group and the cost of such benefits can be reliably measured. All other repair and maintenance costs
are recognised as costs in the Income Statement in the period in which they are incurred.
After initial recognition, operating properties and other assets are carried at cost, net of any depreciation or
impairment.
Depreciation of the assets is calculated using the straight-line method over the estimated useful life of the
asset. Assets with unlimited useful lives are not depreciated.
The useful lives of the various asset classes are shown below:

Operating properties
33.33 years

Land
unlimited
92

Other assets
4-12 years
Major renovations are depreciated over the remaining useful life of the related asset.
An asset's remaining useful life is reviewed and adjusted, if appropriate, at each reporting date.
An asset's carrying amount is written down if lower than the asset's estimated recoverable amount.
Profit and loss on disposals are determined by comparing the proceeds with the carrying amount and are
recognised in the Income Statement.
2.9
Intangible assets
An intangible asset is an identifiable non-cash asset without physical substance and from which future
economic benefits are expected to flow to the Group.
Intangible assets are recognised at their purchase cost. After initial recognition, intangible assets are carried
at cost, net of any accumulated amortisation or impairment.
Intangible assets of the Group include the cost of software licences and goodwill. Costs attributable to new
medium to long-term borrowings are recognised as direct adjustments to the nominal value of the
borrowings, in application of the amortised cost method.
The nature of each class of intangible asset and the related amortisation policies are described below:
(a)
Software
This refers to the cost of licences purchased from third parties and of proprietary software (limited to
costs incurred in the actual development stage). These costs are amortised over their estimated
useful lives, which is no more than 5 years.
(b)
Goodwill
Goodwill is initially recorded as the cost incurred to that effect as part of a business combination.
This value is then tested for "impairment" every year in order to check that no impairment has
occurred.
93
2.10
Financial assets
Financial assets are recognised in current and non-current assets based on their maturity and the projected
date of conversion into cash assets.
Financial assets include investments in other companies (other than subsidiaries and associates), securities
(other than equity investments), and receivables and loans.
For measurement purposes, the financial assets are allocated to the following categories: financial assets
measured at fair value through the Income Statement; loans and receivables; held-to-maturity financial
assets; and available-for-sale financial assets.
(a)
Financial assets measured at fair value in the Income Statement
This category includes financial assets held for trading. Investments in this category are classified as
current assets if their disposal is expected in the twelve months after the end of the reporting period.
(b)
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable maturities that
are not traded on an active market. They are included in current assets, except for maturities of more
than twelve months after the reporting date, which are instead classified as non-current assets.
(c)
Held-to-maturity financial assets
Held-to-maturity financial assets are non-derivative financial assets for which the Group has
declared its intention and ability to hold to maturity. Their classification as current or non-current
assets depends on whether their projected realisation is within or after twelve months of the
reporting date.
(d)
Available-for-sale financial assets
Available-for-sale financial assets are a residual category consisting of non-derivative financial
instruments that are either designated to this category by Management or cannot be attributed to any
of the other financial investment categories described above. They are included in non-current
assets, unless Management intends to dispose of the investment within twelve months of the
reporting date.
Regardless of their classification, financial assets are initially recognised at fair value plus transaction costs.
Financial assets are derecognised when the rights to receive cash flows from the investments have expired
or have been transferred and the Group has substantially transferred all risks and rewards of ownership of
these assets.
After initial recognition, financial assets measured at fair value through the Income Statement and availablefor-sale financial assets are accounted for at fair value. In the first case, changes in fair value are recognised
in the Income Statement in the period in which they arise, whilst in the second case changes are recognised
94
in Equity (the reserve for available-for-sale financial assets). This reserve is returned to the Income
Statement only when the financial asset is effectively disposed of or, in the event of a loss, when there is
evidence that the impairment recognised in Equity cannot be recovered.
The fair value of financial assets traded on active markets is based on current bid prices. If there is no active
market for a financial asset (and in the case of unlisted securities), the Group establishes fair value by using
valuation techniques. These include the use of recent arm's length transactions, reference to other
instruments that are substantially the same and discounted cash flow analysis adapted to reflect the issuer's
specific circumstances. Financial assets whose fair value cannot be reliably measured are stated at cost less
any impairment.
The treatment of derivatives is described below in Note 2.19.
After initial recognition, loans and receivables and held-to-maturity financial assets are carried at amortised
cost using the effective interest method. Any impairment is recognised in the Income Statement as a
balancing entry to the value of the asset. Impairment recognised for an asset in prior years is reversed if the
circumstances that resulted in the impairment no longer apply.
2.11
Trading properties
Trading properties, even when subject to preliminary renovation and development activities, are classified
under current assets and accounted for at the lower between purchase or construction cost and the net
realisable value (IAS 2). The purchase cost is the fair value of the price paid, including any directly
attributable transaction costs. The production cost is the fair value of all the costs directly attributable to the
property, borrowing costs directly attributable to construction and any cost for the staff used in such activities
(if any; financial charges are only recognised from the start of the loan period and until the property is
substantially ready for use.)
The net realisable value is determined on the basis of the fair value, less any estimated sales costs.
2.12
Trade and other receivables
Trade and other receivables are initially recognised at fair value and then on the basis of amortised cost
using the effective interest rate method, less provisions for impairment.
Provisions for impairment of trade or other receivables are established when there is objective evidence that
the Group will not be able to collect all amounts due according to the original terms of the receivable. The
amount of the provisions is the difference between the carrying amount of the receivable and the present
value of estimated future cash flows, using the effective interest rate. Provisions are recognised in the
Income Statement.
2.13
Cash and cash equivalents include cash in hand and cash assets, current account balances and bank
deposits, and other highly liquid short-term financial investments.
95
2.14
Assets and liabilities held for sale
This item is comprised, respectively, of assets (other than trading properties) or groups of discontinued
assets, together with the related liabilities, the carrying amount of which will be recovered mainly through a
sale transaction rather than through its continuous use. Such reclassification occurs only when the assets
are available for immediate sale, in their current condition and the likelihood of their sale is high. In order for
the sale to be highly likely, the assets should be included in a divestment program, the activities for the
identification of a purchaser and for the completion of the divestment program must be initiated, the sale
must be performed at a reasonable price compared with the fair value of the transferred assets and it should
be expected to take place within one year, or longer, provided that any delay is due to events or
circumstances beyond the Group's control and that sufficient evidence exists that the Group continues to be
committed to the planned divestment.
Assets or groups of discontinued assets that are different from the properties previously classified as
"investment properties" and “Properties under development” measured at fair value, are recognised at the
lower of their carrying amount and their fair value net of any sales cost at the time of their initial recognition
as held for sale. When a newly acquired asset or group of discontinued assets satisfies the criteria for their
classification under this category, and its acquisition is part of a business combination, their initial recognition
is at fair value net of sales costs.
After their initial recognition, any loss due to decreases in fair value, net of sales costs, are recorded in the
Income Statement. On the other hand, revaluations for any increase in fair value net of sales costs are
recognised in the Income Statement only to the extent of their previous write-down.
Otherwise, the properties previously classified as "Investment Properties" and "Properties under
development" measured at fair value, as provided by the applicable standards (IFRS 5, Note 5d), continue to
be measured at their fair value (reference is made to Note 4.1 for the description of the fair value
Assets coming under this category are not depreciated.
Properties for which a preliminary sale contract was signed, the sale price less selling charges, represents
the benchmark value of the fair value.
2.15
Borrowings
Borrowings are initially recognised at fair value, less transaction costs incurred. Subsequently, they are
recognised at their amortised cost. Any difference between the proceeds (net of transaction costs) and the
aggregate redemption value is recognised in the Income Statement based on the duration of the borrowing,
using the effective interest rate method. Transaction costs are included in the determination of related
Borrowings are classified as current liabilities, unless the Group has an unconditional right to defer
settlement of the liability for more than twelve months after the end of the reporting period. In this case, only
the portion falling due within twelve months after the end of the reporting period is classified as a current
liability.
96
2.16
Deferred tax
Deferred tax is calculated on all the temporary differences existing between the tax value of assets and
liabilities and their carrying amounts, using the rates and tax regulations that are reasonably expected to
apply when the related deferred tax assets are realised or the deferred tax liabilities are settled.
Deferred tax assets are recognised to the extent that it is probable that future taxable income will be
available against which the temporary differences can be utilised at the time of their reversal.
2.17
(a)
Post-employment benefits
The only form of post-employment benefit provided to staff by Group companies is represented by staff
termination benefits.
In the light of the amendments made to the relevant regulations by the "2007 Finance Act" (Italian Law no.
296 of 27 December 2006), as regards enterprises with not less than 50 employees, staff termination
benefits are accounted for in accordance with the following rules:
i)
for "defined benefit plans", as regards the portion of staff termination benefits accrued as at 31
December 2006, through actuarial calculations which do not include the item related to future salary
increases;
ii)
for "defined contribution plans", as regards the portion of staff termination benefits accrued from 1
January 2007, both in case of election of a supplementary pension scheme and in the event of allocation
to the INPS treasury fund.
Staff termination benefits for Group companies with fewer than 50 employees are recognised in accordance
with the regulations for "defined benefit plans”.
(b)
Termination benefits and incentive schemes
Termination benefits are recognised in the Income Statement and in liabilities when a Group company is
demonstrably committed to terminating the employment of an employee or group of employees before the
normal retirement date, and to providing termination benefits to the employee or group of employees as a
result of an offer through a voluntary redundancy incentive. The Group company recognises its commitment
on signing an agreement with the employee governing termination of employment and the recognition of
incentives.
The above benefits are recognised immediately in the Income Statement, as they are not capable of
generating future economic benefits for the Group.
(c)
Share-based plans
97
The Group also compensates its employees through stock option plans and free shares. The estimated
benefit attributed to the beneficiaries of these plans is charged to the Income Statement over the vesting
period, with a corresponding increase in Equity reserves or in a debit item in favour of the beneficiaries,
depending on whether they are plans that are settled in shares or cash. The benefit is calculated by
determining the fair value of the options assigned, using pricing models and taking account of arm's length
conditions. The number of options assigned is updated at each reporting date if necessary.
2.18
Provisions for risks and charges are recognised when:
-
the Group has a present (legal or constructive) obligation as a result of a past event;
-
it is highly probable that an outflow of resources will be required to settle the obligation;
-
the amount of the obligation can be reliably estimated.
Provisions are measured on the basis of management's best estimate of the expenditure required to settle
the present obligation at the reporting date. The discount rate used to determine the present value reflects
current market assessments of the time value of money and the risks specific to the type of liability
concerned.
With reference to risks related to assessments, the Group recognises as receivables the amounts paid while
awaiting judgement, for the part of their amount that exceeds the amount of liabilities considered probable.
2.19
Derivative and hedge accounting
Derivatives are initially recognised and subsequently measured at their fair value. The derivatives entered
into by the Group are classified as cash flow hedges that are considered highly probable.
As at the contract signing date, the Group documents the hedge relationship and its related risk
management objectives and strategy. The Group also documents its ongoing assessment of whether the
derivatives used in hedging transactions are highly effective in offsetting fluctuations in cash flows of the
hedged items.
The effective portion of the changes in fair value of derivatives designated or qualifying as cash flow hedges
is recognised in Equity. However, the gain or loss relating to the ineffective portion is recognised in the
Income Statement.
Amounts accumulated in Equity are reversed to the Income Statement in periods when the hedged item will
affect profit or loss.
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge
accounting, any cumulative gains or losses existing in Equity at that time will be recorded in the Income
Statement only when the hedged transaction occurs. When a hedged transaction is no longer expected to
occur, the cumulative gain or loss that was reported in Equity is immediately transferred to the Income
Statement.
98
2.20
Revenues
Revenues are recognised as follows:
(i)
Rental revenues
Rental revenues generated by lease contracts similar to operating leases are recognised over the
lease term on a straight-line basis, unless another systematic criterion is available to better represent
time frames over which the rewards deriving from the use of the leased asset are reduced.
Rental revenues also include amounts paid by the sellers of properties by way of guaranteed
annuity.
Rental revenues generated by lease contracts similar to finance leases are recognised according to
methods that reflect the constant rate of return on the net investment, by dividing their amount into
the refund of income from tenants recorded originally, and the related financial income.
(ii)
Revenues from property sales
Revenues from property sales are recognised in the Income Statement when the risks and rewards
of ownership have been transferred to the buyer. This normally coincides with contract closing.
(iii)
Revenues for services
Service revenues are recognised in the accounting period in which the services are provided with
reference to conclusion of the specific transaction, assessed on the basis of the actual service
provided as a proportion of the total services to be provided under contract.
(iv)
Dividends
Dividend revenues are recognised when the right to receive payment arises.
2.21
Net financial income and charges
Financial income and charges are recognised on an accrual basis, using the effective interest method.
Financial income and charges include the effects of discounting receivables and payables and from the
measurement of derivatives in accordance with IAS 39.
2.22
Seasonality of business
The Group's business is not generally seasonal in nature.
3
FINANCIAL RISK MANAGEMENT
3.1
Financial risk factors
99
The Group's activities expose it to a variety of financial risks: market risks, credit risks and liquidity risks. The
Group's operating and financial policies seek, among other things, to minimise the potential adverse effects
of such risks on the Group's financial performance. The Group uses derivatives to hedge certain risk
exposures.
(a)
Market risk
(i)
Property value risk
Investment properties, properties held for sale and, where applicable, properties under development are
measured at fair value and related changes are recognised in the Income Statement. Fluctuations in
property prices can therefore have a significant effect on the Group's results. Furthermore, part of the
Group's results derives from property trading, albeit marginal, which is also significantly influenced by
property value trends and the volume of potential transactions over time.
The property market is affected by the cyclical nature of rents and property prices; the duration of cycles is
variable, but is generally long-term. Different national markets have different cycles that are often not in step
with each other due to the specific economic and business environments. Within each national market,
moreover, price trends track the cycle in differing ways and with different degrees of intensity, depending on
the location and features of the properties.
The macroeconomic factors that have most influence on property values and therefore determine the various
cyclical trends are the following:
-
interest rates;
-
market liquidity and availability of profitable alternative investments;
-
economic growth.
Low interest rates, high market liquidity and a lack of profitable alternative investments generally accompany
an increase in property values.
Economic growth generally drives demand for rented space and pushes up rents, above all, in the office
segment that is the Group's primarily area of operation. This in turn has a positive effect on property prices. It
should be noted, however, that in the mid-term, economic growth normally generates a rise in inflation and
thus in interest rates, thereby increasing availability of profitable alternative investments. All such factors
exert downward pressure on property prices.
The Group's investment policy aims to minimise the impact of different stages of the cycle, by selecting
investments:
-
with long-term leases entered into with quality tenants, enabling it to mitigate the impact of falling
market rents and the resulting decline in property prices;
-
located primarily in the centres of major Italian cities (above all Rome and Milan) that have a
structural shortage of good quality office space;
100
-
with low "vacancy rates", so as to avoid the risk of having to re-let space in times of limited demand.
(ii)
Interest rate risk
The Group's borrowings are normally taken out at floating rates plus a spread. Interest rate movements
therefore have a significant effect on the Group's results.
The Group's policy is to hedge exposure to interest rate risk as far as possible, so as to limit substantial
exposure to property-related risks. In any event, the Group does not carry out purely speculative
transactions, or transactions that are not directly connected to its debt exposure.
The Group manages interest rate risk by making use of derivative contracts, mainly interest rate swaps that
have the economic effect of converting borrowings from floating rate to fixed rate over part or all of the
borrowing term, and regard a portion or the entire amount.
The Group constantly monitors rate risk through the quarterly preparation of valuation tests on the
effectiveness of hedging derivatives, together with the drafting of a summary document.
Taking into account fixed rate borrowings and hedging activities in place on floating rate loans, 84.69%
(96.89% as at 31 December 2013) of the nominal medium/long-term financial exposure of the Group is paid
at a fixed rate.
The following table presents the effects on nominal interest flows, net of the relevant effects on hedging
spreads, (and therefore without considering the effects related to the hedging of the Imser Securitisation
securities repurchased), connected to the existing financial liabilities as at 31 December 2014 and referring
to 12 months after 31 December 2014, as resulting from a sensitivity analysis conducted assuming a
possible change in interest rates of more or less 100 basis points compared to the rates determined as at
each reference date.
+ 100 bp
- 100 bp
31 Decem ber 2014
Change in the nominal interest on borrow ings
Change in derivative spreads (w ithout inflation)
Tax effect of the above changes
(7,852)
626
4,053
(327)
16
Total effect on net incom e
(1)
(3,783)
+ 100 bp
298
- 100 bp
31 Decem ber 2013
Change in derivative spreads (w ithout inflation)
Total effect on net incom e
(11,138)
3,299
10,746
(3,163)
117
(34)
(275)
102
The following table instead summarises the aggregate effects that would have impacted the fair values of
derivatives open at the relevant reference dates, had the interest rates at the end of each period been higher
or lower, compared to actual interest rates, by 100 basis points. The same table also shows the portion of
the effects that would be recognised directly to Equity.
101
Change in fair value
31 Dece m ber 2014
+ 100 bp
- 100 bp
Net effect on Equity of
change s in fair value
(*)
+ 100 bp
- 100 bp
Derivatives - Assets and liabilities
37,590
(19,342)
37,590
(19,342)
Total
37,590
(19,342)
37,590
(19,342)
31 Dece m ber 2013
+ 100 bp
Tax ef f ect
Total
- 100 bp
38,583
(31,320)
-
-
38,583
(31,320)
change s in fair value
+ 100 bp
38,583
- 100 bp
(31,320)
(123)
90
38,460
(31,230)
(*)
With reference to the figures as at 31 December 2014, note that in the event that interest rates increased or decreased by 100 basis points, 726
thousand of Euro and (142) thousand of Euro, respectively, would have been recognised in the Income Statement as changes relating to over-hedging
shares.
102
(iii)
Foreign exchange risk
As at 31 December 2014, the Group was operating in the Euro Area only, and therefore it was not exposed
to foreign exchange risk.
(iv)
Inflation risk
Under most lease contracts, rentals are inflation-linked. The mechanism allows for rentals to rise by a certain
percentage of price inflation without, however, providing for a reduction in rentals in the event of price
deflation.
The performance of rental revenues is thus linked to the inflation rate. Inflation risk, however, only refers to
the rate of increase of rentals from existing leases, in that rentals cannot fall as a result of deflation.
In general, the Group does not enter into transactions designed to hedge this type of risk. Predetermination
of the future performance of inflation, through the execution of specific swap contracts, was carried out only
in cases where the payment schedule of borrowings assumed for the purchase of properties requires the
determination, with absolute certainty, of the future growth of the cash flows generated by rentals.
As at 31 December 2014, there are no existing contracts to hedge inflation risks.
(b)
Credit risk
The following table summarises the Group's maximum exposure to credit risk.
Balance
31.12.2014
Description
Net trade and other receivables (current and non-current)
Balance
31.12.2013
137,438
Derivatives - Assets
193,338
846
73
Cash and cash equivalents (net of cash in hand)
113,440
150,627
Total
251,724
344,038
The carrying amount of the aforementioned financial assets corresponds to the relevant fair values.
The assets listed are broken down by geographical area as follows:
Balance
31.12.2014
Des cription
Italy
251,728
Other EU countries
-
Total
251,728
Balance
31.12.2013
241,538
102,500
344,038
As regards net trade and other receivables, both current and non-current, details are provided below of the
relevant gross amount, instalments past due, related write-downs and the amount not yet due, together with
the indication of whether maturity is within or beyond twelve months.
103
Description
Property purchases and investment disposals
Tenants
Customers for services provided
Receivables from the Municipality of Rome
Guarantee deposits
Tax receivables
Other receivables (including accruals and deferrals)
Total
Gross
receivables
31.12.2014
Gross
receivables
past due
Write-dow n
of past due
receivables
Receivable
s not yet
due
Receivables m aturing
w ithin 12
m onths
over 12
m onths
60,848
66,738
222
10,749
315
17,211
9,374
5,848
36,101
10,749
17
18
2,355
(5,648)
(17,945)
(2,222)
(17)
(18)
(2,169)
55,000
30,637
222
298
17,193
7,019
55,000
10,951
222
80
6,251
7,019
19,686
218
10,942
-
165,457
55,088
(28,019)
110,369
79,523
30,846
The following table instead presents the percentage breakdown of the expired gross credit by maturity:
Past due by
Gross
receivables past
due 31.12.2014
Description
Tenants
Receivables for guarantee deposits
Tax receivables
5,848
36,101
10,749
17
18
2,355
Total
55,088
less than 6
m onths
6 m onths-1
year
11,946
54
12,000
6,454
2,284
8,738
m ore than 1
year
5,848
17,701
8,411
17
18
2,355
34,350
Credit recovery expectations are assessed on a position-by-position basis, taking into account the existing
guarantees validly enforceable and the opinion of external legal advisors who follow the related recovery
actions (if any). As at 31 December 2014, all receivables for which a loss is probable were written down
accordingly. With reference to changes in provisions for impairment during the period, please see Notes
6.1.7 and 6.2.2 below.
As shown in the tables above, receivables as at 31 December 2014 (gross) mainly include:
-
“Tenants", "customers for services provided" and "other receivables: these credit categories are
constantly monitored. With regard to receivables from tenants, note that the existing lease contracts
have a high degree of tenants of excellent standing and the lead tenant is Telecom Italia S.p.A.,
which guarantees over 50% of the Group's total rentals. The Group believes it is not exposed to
significant credit risks, given that tenants are selected on the basis of their credit rating and on the
economic prospects for their business. Moreover, the operating and financial performances of the
most important tenants are monitored on an ongoing basis.
Investments in properties leased to tenants whose credit rating may be at risk or is highly subject to
change are made only if the quality of the property offers an adequate guarantee that the property
can be rapidly re-let should the tenant become insolvent. Furthermore, as at 31 December 2014 the
Group holds guarantees, bank sureties and guarantee deposits, which cover more than one quarter
of the aggregate amount of annual rentals at that date.
Amounts due from tenants past due as at 31 December 2014 include an amount of approximately
11,167 thousand of Euro relating to the position subject to dispute with the tenant "Darsena City"
shopping mall in Ferrara, whose recoverability was assessed in determining the specific provision for
write-downs. Please refer to Note 7 below for more details;
-
“receivables from property sales and investment disposals” related to: i) the receivable from Prada
S.p.A. of 55,000 thousand of Euro relating to the balance of the price for the sale of the property in
Milan via Fogazzaro, which will be collected by the end of May 2015 and is backed by a bank
guarantee at first demand; ii) a receivable from the Municipality of Rome of 4,241 thousand of Euro
with respect to the sale of a residence called Fabianella, subject of a dispute, more details of which
104
can be found under Note 7 below; iii) other receivables of 1,607 thousand of Euro (see next Note
6.2.2);
-
“receivables from the Municipality of Rome”: these are positions that are subject to civil law disputes,
details of which can be found in Notes 6.1.7, 6.2.2 and 7 below;
-
“tax receivables” mainly regarding: “i) payments made while awaiting judgement (plus accrued
interests), regarding outstanding tax litigations. In this respect, reference should be made to Note 7
below; ii) VAT receivables on which rebates have been claimed; iii) VAT receivables and current tax
receivables to be used to offset; iv) receivables for substitute tax, paid pursuant to Italian Law
296/2006 for the adoption of the special regime for Listed Real Estate Investment Companies –
SIIQ/SIINQ, on properties sold to be used to offset.
With reference to bank deposits and derivatives, it should be noted that the Group operates on a continuing
and permanent basis with primary counterparties with an acceptable credit rating, thus limiting the related
credit risk.
The following table summarises the Group's exposure as regards bank deposits and derivatives, with a
breakdown by counterparty rating (according to Fitch and if not available Standard & Poor’s).
Balance
31.12.2014
Bank and post office deposits
A+
295
a
18,097
A-
Balance
31.12.2013
37,516
1,913
59
BBB+
13,907
17,993
BBB
66,361
69,582
BBB-
351
-
BB+
57
17,199
BB
NR (*)
Total
12,265
-
194
8,278
113,440
150,627
Balance
31.12.2014
Balance
31.12.2013
A+
423
-
BBBTotal
423
73
846
73
(*)
Banks that do not have a public rating.
The main part of the deposits is carried out on banks with at least an "Investment Grade" rating and equal at
least to the rating of the Italian Republic.
The unrated deposit banks are local banks with a sound balance sheet structure that has been verified and
is monitored on an ongoing basis.
105
(c)
Liquidity risk
Borrowings used to finance the purchase of investment properties are structured on the basis of cash flows
generated by the lease contracts, taking account of the operating costs to be borne by the owner under the
terms of the contract.
The Group aims at not expanding financial leverage beyond 60% of the aggregate value of property assets.
Liquidity risk is thus considered to be low.
The tables below show the breakdown by maturity of the nominal value of financial liabilities other than
hedging instruments, net of any accruing interest.
Carrying
am ount
Nom inal value
w ithin 1
year
1 to 2 years
beyond 5
years
2 to 5 years
Borrow ings other than hedging instrum ents (current and non-current portions)
Mortgage loans
Other loans
Bonds
Convertible bonds
Total
930,121
199,371
619,112
574,487
936,998
200,011
624,168
606,232
349,777
11
24,168
111,232
247,045
200,000
-
79,926
600,000
495,000
260,250
-
2,323,091
2,367,409
485,188
447,045
1,174,926
260,250
Carrying
am ount
Nom inal value
w ithin 1
year
1 to 2 years
beyond 5
years
2 to 5 years
Borrow ings other than hedging instrum ents (current and non-current
portions)
Loans and other short-term borrow ings
Mortgage loans
Other loans
Other borrow ings
Bonds
Convertible bonds
80,102
1,142,299
45,796
9,170
471,947
565,184
80,102
1,150,365
46,369
9,173
476,409
606,228
80,102
106,198
4,589
3,065
22,699
5,690
676,073
11,010
1,412
35,143
105,538
368,094
30,770
3,400
177,698
225,000
1,296
240,869
270,000
Total
2,314,498
2,368,646
222,343
829,176
804,962
512,165
The tables below report the breakdown of the fair value of financial assets and liabilities for derivatives by the
periods when the hedged cash flows are expected to affect the Income Statement.
Fair value (*)
31.12.2014
w ithin 1 year
31.12.2013
31.12.2014
1 to 2 years
31.12.2013
31.12.2014
2 to 5 years
31.12.2013
31.12.2014
beyond 5 years
31.12.2013
31.12.2014
31.12.2013
Derivatives - liabilities
IRS
39,318
96,717
12,128
35,364
-
29,077
-
2,872
12,128
38,236
Inflation SWAP
Total
(*)
39,318
125,794
5,765
5,765
28,635
16,923
30,758
3,769
-
10,281
32,404
16,923
41,039
4,502
-
1,960
12,155
4,502
14,115
Since this is the breakdown by periods of expected cash flows, the fair value shown here does not include the positive effect (+1,433 thousand of
Euro as at 31 December 2014 and +6,666 thousand of Euro as at 31 December 2013) deriving from the inclusion in the measurement of the
"creditworthiness" variable as provided by IFRS 13.
Fair value (*)
31.12.2014
w ithin 1 year
31.12.2013
31.12.2014
1 to 2 years
31.12.2013
31.12.2014
2 to 5 years
31.12.2013
31.12.2014
beyond 5 years
31.12.2013
31.12.2014
31.12.2013
Floor
-
Cap
846
Total
(*)
846
74
-
-
35
1
74
1
-
-
35
24
35
24
-
821
35
821
4
4
-
-
-
-
-
-
Since this is the breakdown by periods of expected cash flows, the fair value shown here does not include the negative effect (-1 thousand of Euro
for 31 December 2013) deriving from the inclusion in the measurement of the "creditworthiness" variable as provided by IFRS 13.
106
Conversely, the following table describes the breakdown by maturity of non-discounted cash flows of
derivatives as at 31 December 2014.
Balance as at 31.12.2014 (*)
Total nondiscounted
cash flow
within 1
year
1-2 years
3-5 years
beyond 5
years
IRS (including the existing C AP)
Total
(*)
52,314
11,185
5,562
18,934
16,632
52,314
11,185
5,562
18,934
16,632
It does not include the positive effect of "creditworthiness”.
As at 31 December 2014, the average financial maturity of borrowings, other than hedging instruments, is
equal to 2.89 years (3.14 years as at 31 December 2013), while as at 31 December 2014 the average
financial maturity of interest rate hedges is equal to 4.29 years (3.57 years as at 31 December 2013).
3.2
Capital management
The policy of the Group, focused on protecting an optimal capital structure, is achieved by maintaining:
-
a Group net borrowings/equity ratio no higher than 1.5;
-
a net borrowings/property assets ratio lower than 60%.
For details on the values assumed by the above indicators as at the reference date of these Consolidated
Financial Statements, please refer to the Management Report.
4
CRITICAL ESTIMATES, JUDGEMENTS AND ACCOUNTING POLICIES
4.1
Valuation of the real estate portfolio
Properties are valued on a semi-annual basis, on 30 June and 31 December, through specific estimates
carried out by independent experts. For December 2014, in particular, the valuation of the properties
belonging to the so-called "Imser 60 real estate portfolio" was entrusted to Jones Lang LaSalle S.p.A.,
whereas the valuation of all the other properties of the Group was entrusted to REAG – Real Estate Advisory
Group S.p.A. and to Yard Valtech S.r.l.
The Group has a specific company procedure that defines the rules of selection and appointment of
independent experts, providing that only subjects who meet previously set requirements of professionalism,
independence and good repute can be nominated. The tasks assigned to such valuation companies last
three years.
Valuations are carried out for each property, using different criteria for each valuation (compatible with the
provisions of IFRS 13):
-
comparative or market method , based on a comparison between the asset in question and other
assets recently exchanged or currently on offer on the same market or on competing markets;
-
income method: takes two different methodological approaches into consideration:
-
direct capitalisation approach, based on the current value of potential future income from a
property, obtained by capitalising income at an appropriate market rate;
107
-
discounted cash flow approach, based on discounting future net rental revenues (over a
period that varies according to the existing lease terms. At the end of this period, it is
assumed that the property will be sold at a value obtained by capitalising income for the last
year at a market rate for investments similar to those being valued;
-
conversion method, developed through a forecast of economic feasibility of both revenues and
development costs required to complete the real estate enterprise. The market value obtained is the
difference between the market value of the optimised property, including the value of the area on
which it stands, and its cost of development (renovation and conversion).
Each property is valued using one of the above methods or combined, depending on the specific nature of
each property. The valuations were carried out on the assumption of the highest and best use of the
properties being valued, that is to say, considering among all legally permitted and financially feasible
possible technical uses, only the uses that can potentially confer the maximum value to each Property. The
highest and best use is determined on the basis of the specific considerations depending on specific
characteristics (type/location/town-planning) of the property and of the local real estate market.
In determining the capitalisation and discount rates used in the valuation of individual properties, the
following is taken into account:
-
the type of tenant currently occupying the property or responsible for meeting the lease obligations and
the potential future occupants of vacant properties, in addition to the general market perception of their
credit standing;
-
the allocation of responsibility for insurance and maintenance between the lessor and the tenant;
-
the remaining useful economic life of the property.
The operating methods for a periodic valuation of properties are regulated by a Group internal procedure that
regulates all the activities of the process: from the selection and appointment of the experts to the
documents sent to them, to the valuation methods, to the inspection of the properties being valued, to the
operating and coordination rules with the experts, to the monitoring of the entire process.
The information and data used for the valuations include:

information provided to the experts by the Group, such as current rents, terms and conditions of the
existing lease contracts, property taxes, property management costs, including any capital
expenditure contemplated. This information is drawn from the management systems used by the
Group, under the monitoring of the internal control system;

assumptions and valuation models defined directly by the experts (usually related to the market of
reference, such as the discount rate, the capitalisation rate, the inflation curve, etc.). The definition
of these valuation elements is based on their professional opinion, considered a careful observation
of the market of reference.
The information sent to the experts, the assumptions and the models used by them are revised by the asset
managers and by the COO (Chief Operating Officer), who is entrusted with the responsibility for the
organisation, coordination, monitoring and verification of the valuations.
108
The following table classifies (separately by property category) the values resulting from the estimates drawn
up by the independent experts as at 31 December 2014 depending on the used valuation techniques.
VALUATION METHOD
COMPARATIVE OR
MARKET METHOD
INCOME METHOD (DIRECT
CAPITALISATION - DCF:
DISCOUNTED CASH
FLOW)
CONVERSION METHOD
Trading properties
Properties included among assets held for sale
-
3,736,760
20,030
43,731
87,660
149,740
19,690
30,940
Total fair value resulting from independent expert estim ates (*)
-
3,888,181
200,370
Total
Accounting category
(*)
3,736,760
149,740
20,030
63,421
118,600
4,088,551
For the reconciliation between the market value resulting from independent expert estimates and the market value of the consolidated real estate
portfolio, refer to Note 5.3. It should be noted that in the above table the market value of the Shopping Mall in Ferrara is including for its 50% as
owned by the Group.
Conversely, the following table shows the classification of property valuations as at 31 December 2014
(separately by property category), according to the three hierarchy levels of the fair value provided by IFRS
13 "Fair value measurement”:
HIERARCHICAL LEVELS OF FAIR VALUE (*)
LEVEL 1
LEVEL 2
LEVEL 3
Total
Accounting category
Trading properties
-
Total fair value resulting from independent expert estim ates (**)
-
532,210
532,210
3,204,550
149,740
20,030
63,421
118,600
3,556,341
3,736,760
149,740
20,030
63,421
118,600
4,088,551
(*) The hierarchical values to which the fair value measurements of the properties are assigned, are defined on the basis of input data used in the
measurement, in compliance with what is defined in paragraphs 72-90 of IFRS 13 "Fair value measurement”.
(**) For the reconciliation between the market value resulting from independent expert estimates and the market value of the consolidated real estate
portfolio, refer to Note 5.3. It should be noted that in the above table the market value of the Shopping Mall in Ferrara is including for its 50% as owned
by the Group.
For property valuations falling under Level 3 of the hierarchical levels of fair value, quantitative information
on unobservable inputs deemed most significant are shown below:
109
Accounting category
Fair value
(level 3)
as at 31 December 2014
Investm ent properties
Trading properties
3,204,550
Unobservable inputs
Range
(w eighted average) (*)
Incom e Method
Annual rent by sq.m
Discount rate
Capitalisation rate by terminal value
Conversion m ethod
Costs for the completion of the initiative
Annual rents upon completion of the initiative
Discount rate
43,731
Incom e Method
Annual rent by sq.m
Discount rate
19,690
Conversion m ethod
Discount rate
(**)
5.2%
20,030
Incom e Method
Annual rent by sq.m
Discount rate
€ 420
5.0%
5.1%
87,660 Incom e Method
Annual rent by sq.m
Discount rate
149,740
30,940
Total level 3 "fair value"
Valuation technique
Conversion m ethod
€33-€2,000 (€137)
5.62%-8.68% (6.62%)
3.2%-8.80% (6.40%)
(**)
ca. €/000 30,840
6.9%
€75-€200 (€155)
3.8% -7.9% (5.8%)
4%-8% (5.65%)
€38-€506 (€88)
2.05%-8.34% (6.96%)
2.4%-9.2% (6.76%)
Annual rents upon completion of the initiative
Discount rate
(**)
€/000 6,310
6.7%
3,556,341
(*)
The average of the annual rent per square meters was obtained by weighting the figure of each property by its GLA. The weighted average of
the Discount rate and of the Capitalisation rate was obtained by weighting the figure of each property by the rent by sq.m.
(**)
The Cost for the completion of the initiatives measured with the conversion method was defined on the basis of the estimates of the expenses
contained in the business plan of each initiative.
With reference to the sensitivity of fair value measurements to the changes in the main unobservable inputs,
note that there would be fair value reductions in the following cases:

decreases in current rents and/or in the estimate of annual rents by sq.m.;

an increase in discount rates and /or in capitalisation rates;

the occurrence of capex on properties not contemplated;

for properties on which future capital expenses (capex) are contemplated, an increase in the
estimate of these expenses, and/or an extension of their timing;

problems related to the collection of rents from the current tenants.
Opposite changes in the aforesaid phenomena would imply an increase in fair value.
4.2
Measurement of derivatives
Derivatives are measured (with the details provided in the following paragraphs) using the Discounted Cash
Flow method. According to this method, the fair value of a derivative is calculated by determining the
expected cash flows and then discounting them. This measurement is carried out on a quarterly basis.
The valuation methods are in compliance with the provisions of IFRS 13 "Fair value measurement”.
4.2.1
Interest rate derivatives
Expected floating interest flows related to interest rate derivatives, net of any optional item, are determined
according to the Euribor forward curve. For the purpose of calculating the fair value, these expected flows
are discounted using the implicit spot rates in the Euribor curve, determined using Euribor rates fixing and
listed prices for swaps as at the measurement date.
110
As regards interest rate derivatives with optionals, the fair value is instead determined using the Black
standard market model, or by adapting the Black-Scholes model to the interest rates. The Euribor curve
used in determining the forward rates to be included in the model is similar to that used for derivatives
without optional items. The volatilities used are, instead, the implicit volatilities quoted at the time of
measurement.
4.2.2
Conversion option related to the convertible bonds
The measurement model used is the one developed by Tsiveriotis and Fernandes (Tsiveriotis - Fernandes "Valuing convertible bonds with credit risk" - The Journal of fixed income -1998) which is mainly based on the
Black-Scholes model for what concerns the "share component" and introduces the credit risk in the
measurement of the "bond component”. The input parameters of the model are calibrated so as to align the
valuation of the convertible bond at market prices at the measurement date.
4.2.3
Hierarchical level of fair value measurements of derivative instruments
The following table classifies the fair value measurement of derivative instruments, separately by type of
derivative instrument, in the three levels of hierarchy of the fair value contemplated by IFRS 13 "Fair value
measurement”:
Derivative s - Ass e ts
LEVEL 1
LEVEL 2
LEVEL 3
Total
846
Total De rivative s - ass ets
-
846
846
-
846
Derivative s - liabilitie s
(37,885)
(37,885)
Conversion option related to the convertible bond maturing in 2018 and 2019
(53,463)
(53,463)
Total De rivative s - liabilitie s
(*)
-
(91,348)
-
(91,348)
The hierarchical values to which the fair value measurements of the derivative instruments are assigned, are defined on the basis of input data used
in the measurement, in compliance with what is defined in paragraphs 72-90 of IFRS 13 "Fair value measurement”.
As can be seen from the table above, fair value measurements of the derivative instruments, carried out in
accordance with the measurement models mentioned in the paragraphs above, are included in “level 2” of
the fair value measurement hierarchy identified by IFRS 7 “Financial instruments: Disclosures” and by IFRS
13 “Fair value measurement”. In fact, input data directly or indirectly observable on the market is used to
measure the fair value (other than listed prices – unadjusted -), adjusted, where necessary, depending on
specific factors related to the measured instrument.
111
4.3
Consolidation of Imser Securitisation S.r.l. and Imser Securitisation 2 S.r.l.
The Group acquired 100% of the companies Imser Securitisation S.r.l. (Imser Sec.) and Imser Securitisation
2 S.r.l. (Imser Sec. 2) in December 2014. These companies were consolidated in the financial statements of
the Group already before the purchase and in the absence of investments in these companies. This is
because they were established as companies acting in the interests of the Group. They were special
purpose entities, established to manage the securitisation launched in 2002 (restructured in 2006) and paid
off early in the financial year (as described in the paragraph “Main events during the year” of the
Management Report), and regarding receivables deriving from a mortgage loan issued to the company of the
Group Imser 60 SIINQ S.p.A. Repayment of the loan and related interests was guaranteed by rents paid by
Telecom Italia S.p.A. to Imser 60 SIINQ S.p.A.
Therefore, Imser Sec. and Imser Sec. 2 were consolidated (already before the purchase above) on a line-byline basis in that:
-
their sole purpose was to manage the above securitisation program within the context of the financial
and operating policies established at the time of transfer of the receivables;
-
the Group was essentially the "originator" of the securitisation transaction, in view of the fact that,
from the outset, this transaction was intended to refinance pre-existing borrowings acquired at the
time of purchase of the properties of the Imser 60 portfolio, taking advantage of opportunities offered
by the securitisation regulations (Italian Law 130/99);
-
in view of the complex contractual arrangements linked to the securitisation transaction, the Group
had the substantive right to receive most of the benefits from the two companies' operations and, at
the same time, was exposed to certain related risks.
The Group also consolidated on a line-by-line basis the separately identifiable assets and liabilities
underlying the securitisation transaction, as well as profits and losses resulting from management of the
transaction, in that management believed that this form of presentation was the clearest expression of the
substance of the transaction and its impact on Group results and Equity. Upon consolidation, all mutual
financial relations between Imser 60 SIINQ S.p.A., Imser Sec. and Imser Sec. 2 were cancelled, so as to
register only the debt to bondholders among Group liabilities. This form of presentation was consistent with
the set of contractual provisions governing the securitisation.
112
5
SEGMENT REPORTING
5.1
Breakdown by operating segments
STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2014
Real Estate portfolio
Description
Comm./Hotel
s
Offices
Total
Offices
Other
Total
Offices
-
3,736,760
-
-
-
-
-
-
-
-
-
149,740
-
-
-
-
-
-
-
-
-
-
19,902
19,902
Intangible assets
-
-
-
-
-
-
-
-
-
-
-
-
-
173
173
Investments and securities
-
-
-
-
-
-
-
-
-
-
-
-
-
16,633
16,633
3,516
19,525
-
-
4,402
-
12,493
36,420
-
-
3,413,590
3,759,170
-
661
-
-
-
25,435
3,025
28,460
-
-
-
-
-
25,435
3,025
28,460
-
-
-
Assets held for sale
Total assets
345,580
661
-
2,504
-
Trading properties
-
381
2,504
-
-
-
-
661
0.0
7,300
149,740
-
4
4,398
3,067
1,978
-
-
-
465
846
5,898
-
6,565
15,628
3,976,102
3,071
6,376
853
10,300
-
56,231
-
27,480
23,860
11,965
63,305
-
-
63,305
-
-
648
-
-
71,909
101,018
113,444
113,444
122,936
149,740
853
-
-
-
-
-
-
661
-
115,636
-
Total
-
-
-
Other
-
-
-
Total
-
381
-
Assets/Liabilities
not specifically
attributable
-
16,009
-
Comm./Hote
ls
-
Derivatives
3,736,760
Properties
under dev.
Other
Deferred tax assets
339,560
Comm./Hote
ls
Services
Real estate
fund
management
and other
sevices
3,397,200
Trading properties
648
1
-
-
-
-
-
-
28,128
23,860
11,965
63,953
1
185,353
-
-
-
-
-
22,364
952
146,252
31,199
30,236
12,818
74,253
22,365
242,536
4,400,121
-
824,761
1,840,335
3,439,025
348,605
3,787,630
115,636
7,961
-
123,597
Borrowings
946,809
22,385
969,194
29,599
4,444
-
34,043
-
12,337
-
-
12,337
Derivatives
29,449
2,555
32,004
-
-
-
-
-
401
507
-
908
-
-
-
-
-
-
-
-
-
-
-
-
-
-
149,740
-
58,436
277,767
91,348
491
491
-
-
-
-
-
-
-
-
-
-
-
-
-
878
3,825
4,703
2,423
1,812
-
4,235
8,904
-
-
-
-
-
69
17,911
977,136
28,765
1,005,901
32,022
6,256
-
38,278
8,904
12,738
507
-
13,245
-
883,757
1,950,085
Borrowings
260,998
74,689
335,687
201
1
14,867
-
14,868
-
132,000
482,756
62,195
8,241
70,436
3,518
151
884
225
1,260
-
8,346
88,993
-
-
-
-
-
-
-
-
6,944
6,944
147,290
578,693
Provision for risk and charges
-
201
834
4,352
4,599
-
-
-
-
-
323,193
82,930
406,123
3,719
834
-
4,553
4,599
152
15,751
225
16,128
-
1,300,329
111,695
1,412,024
35,741
7,090
-
42,831
13,503
12,890
16,258
225
29,373
2,447
2,447
Total liabilities
-
2,447
1,031,047
2,531,225
Real Estate portfolio
Description
Comm./Hotel
s
Offices
3,183,190
-
428,125
-
Trading properties
Total
Offices
3,611,315
-
Comm./Hote
ls
Properties
under dev.
Other
Total
-
-
-
-
-
-
Offices
258,300
Comm./Hote
ls
Other
Total
-
-
-
-
3,611,315
-
-
-
-
-
258,300
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
13,718
3,635
17,353
209
-
232
-
-
4,258
-
-
-
-
-
-
-
-
-
Trading properties
Total
-
-
Deferred tax assets
Assets/Liabilities
not specifically
attributable
-
23
Other
-
Intangible assets
Derivatives
Services
Real estate
fund
management
and other
sevices
10
4,268
47
20,529
20,576
1,127
1,127
14,696
29,587
44,283
327
129,929
152,109
-
73
73
53,697
11,121
64,818
1,791
201
368
2,360
4,854
2,781
1,968
2,657
7,406
728
7,401
87,567
3,250,605
442,881
3,693,486
1,814
410
368
2,592
263,154
2,781
6,226
2,667
11,674
15,798
188,646
4,175,350
28,370
23,190
21,087
72,647
26
378
-
-
-
14,148
3,678
17,826
-
-
-
14,148
3,678
17,826
-
-
404
167
404
-
167.0
-
-
571
404
-
-
72,647
6,116
16,312
41,229
150,633
-
-
-
-
-
-
-
6,718
143,915
-
571
-
28,396
23,568
21,087
73,051
12,834
160,227
-
-
-
-
150,754
15,030
29,933
195,717
264,509
195,717
Total assets
3,264,753
446,559
3,711,312
152,972
15,607
30,301
198,880
263,154
31,177
29,794
23,754
84,725
28,632
348,873
4,635,576
Borrowings
1,191,860
184,758
1,376,618
40,076
3,945
-
44,021
46,036
12,386
14,872
-
27,258
-
600,964
2,094,897
Derivatives
105,129
5,316
110,445
6,406
95
-
6,501
958
641
584
-
1,225
-
27,897
147,026
-
-
-
-
-
-
456
417
873
-
2,683
-
-
-
-
236
102,397
126,767
Borrowings
Provision for risk and charges
Total liabilities
13,243
3,158
16,401
1,910
773
5,050
-
7
6,280
31,007
699
737,955
2,400,570
90,119
219,601
1,631
10,933
98,838
-
5,620
5,620
8,910
2,606
11,516
2,692
1,401
-
4,093
9,111
1,319,142
195,838
1,514,980
51,084
6,214
-
57,298
61,155
13,027
15,456
-
28,483
103,517
22,526
126,043
2,047
1,015
-
3,062
5
371
1
-
372
-
53,338
14,859
68,197
5,431
830
1,072
7,333
10,078
159
193
314
666
-
-
-
-
-
-
-
-
-
-
-
-
156,855
37,385
194,240
7,478
1,845
1,072
10,395
10,083
530
194
314
1,038
1,631
106,672
324,059
1,475,997
233,223
1,709,220
58,562
8,059
1,072
67,693
71,238
13,557
15,650
314
29,521
2,330
844,627
2,724,629
113
INCOME STATEMENT AS AT 31 DECEMBER 2014
I n v e st m e n t p r o pe r t i e s
H e l d f o r sa l e p r o p e r t i e s
Tr a di ng pr ope r t i e s
A m o un t s
P r ope r t i e s
D e sc r i p t i o n
unde r
Of f i c e s
C omm. / H o
Tot a l
Of f i c e s
C om m .
Ot h e r
Services
de v e l opme nt
Tot a l
Of f i c e s
Comm.
Ot h e r
Tot a l
t els
Rent al revenues
Sales r evenues
Ser vice revenues
Tot a l r e v e nue s
201,496
220,983
6,396
502
-
6,898
-
74,500
-
74,500
23,440
800
-
24,240
-
-
-
-
-
-
-
-
-
-
275,996
19,487
19 , 4 8 7
295,483
-
29,836
1, 3 0 2
-
-
228,656
9,297
-
-
108,037
-
-
-
-
( 34,492)
(963)
-
-
( 39,919)
96
-
-
7,796
( 247)
(930)
( 65)
-
(820)
(453)
( 295)
(464)
( 204)
7
-
95
-
-
( 24)
-
(24)
-
( 808)
-
(24,248)
6 , 14 1
of which cost s
(33,090)
( 4,593)
(37,683)
( 755)
5,927
1,678
7,605
88
( 896)
( 1,386)
(2,282)
22
9,342
-
-
803
(410)
( 82)
-
9,342
23
( 667)
9,246
9,342
( 273)
(32,360)
of which recoveries
775
9,172
(453)
( 4,301)
-
74
125
(749)
(28,059)
Tot a l
678
-
Operat ing cost s
3 1, 13 8
23
not
sp e c i f i c a l l y
a t t r i but a bl e
10 , 0 7 2
346,035
56
18
-
( 2)
( 61)
(63)
-
-
(2,369)
-
-
(107)
( 9,123)
( 9,230)
-
-
(105,704)
-
-
-
-
-
-
( 453)
( 250)
( 12 4 )
( 88)
9,342
-
of which wr it edown/ impairment of
t enant receivables
Cost of sales
(72,226)
-
(72,226)
(23,440)
Ser vice cost s
-
-
-
-
EB I T D A
17 5 , 7 11
15 , 18 6
19 0 , 8 9 7
-
5,729
-
4 12
286
0
205,839
St af f cost s
-
-
-
-
-
-
-
-
-
-
-
-
(2,023)
(7,023)
(9,046)
Overheads
-
-
-
-
-
-
-
-
-
-
-
-
(4,164)
( 10,618)
( 14,782)
4 12
-
6 , 14 1
( 453)
( 250)
( 12 4 )
( 88)
3 , 15 5
( 89)
(1,115)
-
5
13
242
2,442
2,887
(7)
( 9)
(970)
(15,983)
( 17,999)
P r o f i t / ( L o ss)
be f or e ne t
p r op e r t y wr i t e u p s/ wr i t e - d o wn s
17 5 , 7 11
15 , 18 6
19 0 , 8 9 7
5,729
286
( 17 , 6 4 1)
18 2 , 0 11
a nd ot he r r e v e nue s
a n d i n c o m e / c o st s
a nd c ha r ge s
Pr oper t y writ e- ups/ writ edowns
(5,256)
165
(5,091)
235
53
7
60
9
( 762)
( 220)
(982)
(3)
Ot her r evenues and
income
Ot her cost s and char ges
EB I T
Net f inancial
income/ char ges
16 9 , 7 4 6
15 , 13 8
18 4 , 8 8 4
(44,862)
( 6,510)
(51,372)
-
-
-
5,970
( 697)
-
365
(4,958)
(971)
-
130
-
9
121
8
( 51)
-
(54)
(1)
( 1)
491
-
6,461
( 51)
-
(748)
-
-
( 5 , 2 9 1)
7,988
( 1, 2 14 )
( 707)
( 55)
( 1)
230
( 2 15 )
(521)
-
( 1, 19 9 )
(1,228)
-
-
-
2,427
190
( 3 1, 18 2 )
( 10,799)
15 6 , 10 0
( 265,816)
(310,986)
672
672
Income/ (charges) f r om
subsidiar ies and
-
-
-
-
-
-
associat es
Income/ (charges) f r om
ot her companies
EB T
Income t ax
N e t i nc ome
12 4 , 8 8 4
432
12 5 , 3 16
8,628
460
9,088
13 3 , 5 12
892
13 4 , 4 0 4
5,273
1,890
7 , 16 3
440
649
1, 0 8 9
-
-
-
5 , 7 13
2,697
2,539
8,252
207
2,904
( 1, 9 2 1)
272
( 1, 6 4 9 )
-
-
( 2 9 1)
( 2 15 )
3
( 288)
( 1,806)
( 2 , 0 2 1)
( 2,427)
(1,531)
( 3,958)
(5,048)
( 2 , 4 3 1)
( 2 , 4 3 1)
Minorit ies ( prof it )/ loss
N e t Gr o u p i n c o m e
( 13,192)
( 3 0 9 , 5 18 )
(62,379)
( 3 7 1, 8 9 7 )
1,121
12 5 , 3 16
9,088
13 4 , 4 0 4
7 , 16 3
1, 0 8 9
-
8,252
114
2,904
( 1, 6 4 9 )
( 288)
( 2 , 0 2 1)
( 3,958)
( 2 , 4 3 1)
( 370,776)
( 18,240)
( 17 2 , 4 5 4 )
( 60,272)
( 232,726)
1,121
( 2 3 1, 6 0 5 )
I n v e st m e n t p r o p e r t i e s
H e l d f o r sa l e p r o p e r t i e s
Tr a di ng pr ope r t i e s
P r ope r t i e s
D e sc r i p t i o n
A mount s not
unde r
Of f i c e s
C omm. / H o
Tot a l
Of f i c e s
C omm.
Ot h e r
de v e l opme nt
Tot a l
Of f i c e s
C omm.
Ot h e r
S er vice
sp e c i f i c a l l y
s
a t t r i but a bl e
Tot a l
Tot a l
t els
Rent al revenues
Sales revenues
192,577
25,532
218,109
11,722
1,170
-
12,892
-
23
-
28,000
96,034
1,280
-
97,314
-
1,108
28,000
Service r evenues
-
-
-
-
1, 13 1
5,221
3 , 10 1
9,453
(235)
(89)
(2,580)
(930)
( 294)
(568)
( 387)
(1,249)
-
of which cost s
( 29,839)
(4,854)
(34,693)
(2,362)
(216)
(89)
(2,667)
(980)
( 294)
(598)
( 390)
5,632
1,295
6,927
113
28
-
141
(2,449)
(2,032)
( 4,481)
(7)
( 47)
-
(54)
(27,076)
( 93,390)
(1,280)
-
(94,670)
-
12 , 110
935
( 89)
12 , 9 5 6
( 930)
10 7 , 7 5 6
-
-
2,450
-
231,699
134,069
(2,256)
2 4 6 , 10 9
-
-
(32,247)
25,532
-
-
(5,591)
220,577
-
698
8,755
( 26,656)
of which recoveries
-
100
3,001
Operat ing cost s
Tot a l r e v e nue s
-
575
4,646.00
110 , 2 0 6
-
50
-
30
9,732
-
9,732
9,732
-
375,500
0
(37,006)
(1,282)
-
-
6
36
-
-
(39,622)
7,154
(3)
( 3)
-
-
( 4,538)
of which writ edown/ impair ment of
-
-
-
t enant r eceivables
Cost of sales
( 27,076)
EB I T D A
0
16 6 , 8 4 5
19 , 9 4 1
18 6 , 7 8 6
(991)
( 15 4 )
(4,610)
43
(2,868)
(8,469)
( 15 4 )
( 265)
9,732
-
( 130,215)
0
208,279
St af f cost s
-
-
-
-
-
-
-
-
-
-
-
-
( 2,627)
(6,776)
( 9,403)
Overheads
-
-
-
-
-
-
-
-
-
-
-
-
(2,831)
(11,910)
(14,741)
( 930)
( 15 4 )
( 15 4 )
( 265)
P r o f i t / ( L o ss)
be f or e ne t
p r o p e r t y wr i t e u p s/ wr i t e - d o wn s
16 6 , 8 4 5
19 , 9 4 1
18 6 , 7 8 6
12 , 110
935
( 89)
(373)
( 1,063)
12 , 9 5 6
43
4,274
( 18 , 6 8 6 )
18 4 , 13 5
a nd ot he r r e v e nue s
a n d i n c o m e / c o st s
a nd c ha r ge s
Pr opert y wr it e- ups/ writ edowns
Ot her revenues and
Ot her cost s and char ges
EB I T
( 47,222)
(14,739)
(61,961)
(2,956)
68
11
79
7
( 1,772)
(1,002)
( 2,774)
691
117 , 9 19
Net f inancial
income/ char ges
4 , 2 11
12 2 , 13 0
-
9,852
562
( 83,929)
(9,681)
(93,610)
(7,470)
(382)
-
-
-
-
(4,392)
( 9,969)
( 4,362)
( 1,134)
-
7
5
2
2
-
691
( 1, 15 2 )
0
9,262
-
-
( 10 , 8 9 4 )
(7,852)
( 4 , 5 14 )
( 37)
( 1,079)
( 269)
( 2)
( 1, 0 9 1)
(5,765)
(1)
( 3)
( 424)
(660)
-
( 6,029)
0
-
(82,087)
341
273
705
(721)
(3,364)
(6,171)
3,894
(1,739)
163
( 2 1, 7 7 7 )
96,582
( 22,569)
(125,644)
1,218
1,218
Income/ ( char ges) f r om
subsidiaries and
-
-
-
-
-
-
-
-
associat es
Income/ ( char ges) f r om
ot her companies
EB T
-
-
33,990
Income t ax
( 13,338)
N e t i nc ome
20,652
-
( 5,470)
28,520
(4,435)
( 9,905)
(17,772)
10 , 7 4 7
-
-
2,382
( 816)
1, 5 6 6
-
18 0
-
( 1, 15 2 )
(425)
134
( 245)
1, 4 10
-
(1,107)
( 1, 0 18 )
303
-
( 10 , 9 3 1)
( 5,593)
(2,154)
( 13 , 0 8 5 )
(1,217)
( 6 , 8 10 )
-
-
( 1, 7 5 1)
-
( 424)
( 416)
( 2 , 16 7 )
( 7,768)
(68)
(841)
(778)
3 , 2 16
( 43,906)
3 , 2 16
4 , 10 7
(1,702)
( 492)
( 9,469)
48,013
Minor it ies (prof it )/ loss
N e t Gr o u p i n c o m e
5.2
(1,619)
( 29,463)
25,278
( 4 , 18 5 )
(27)
20,652
( 9,905)
10 , 7 4 7
1, 5 6 6
( 245)
( 1, 0 18 )
303
( 13 , 0 8 5 )
( 6 , 8 10 )
( 2 , 16 7 )
( 492)
( 9,469)
3 , 2 16
4,080
( 27)
( 4 , 2 12 )
Breakdown by geographical area
RENTAL AND SALES REVENUES
Description
Rental revenues
North
dec-14
165,954
dec-13
168,644
Centre
dec-14
dec-13
31,968
32,316
Sales revenues
97,998
56,195
8,689
72,074
Total revenues
263,952
224,839
40,657
104,390
South
dec-14
dec-13
22,560
22,595
22,560
Islands
dec-14
dec-13
8,174
8,144
Rest of world
dec-14
dec-13
-
TOTAL
dec-14
dec-13
228,656
231,699
5,350
1,350
450
-
-
108,037
134,069
27,945
9,524
8,594
-
-
336,693
365,768
Total
dec-14
3,736,760
dec-13
3,611,315
REAL ESTATE PORTFOLIO
Description
North
dec-14
dec-13
2,905,270
2,808,895
149,740
229,590
Assets held for sales
61,179
105,291
Trading properties
51,765
Total
Centre
dec-14
dec-13
445,340
389,050
South
dec-14
dec-13
288,170
310,310
Islands
dec-14
dec-13
97,980
103,060
28,710
-
-
-
41,450
68,559
14,297
15,567
6,010
61,173
11,540
11,474
-
-
-
-
-
18,750
19,195
-
-
-
-
-
-
-
3,186,704
3,224,144
498,330
497,793
302,467
325,877
103,990
109,360
-
115
-
Rest of world
dec-14
dec-13
-
6,300
-
-
149,740
258,300
122,936
195,717
-
63,305
72,647
-
18,750
19,195
4,091,491
4,157,174
-
0
5.3
Information on real estate portfolio as at 31 December 2014
The table below shows details of the real estate portfolio as at 31 December 2014, along with the related
accounting criteria and compared to market values as at that date.
Description
Carrying am ount as at
31.12.2014
3,736,760
Offices
3,397,200
Commercial
Other
Last appraisal
date
3,736,760
3,397,200
IAS 40 - Fair value
339,560
31.12.2014
339,560
-
-
Held for sale properties
122,936
Offices
115,636
Commercial
Market value as at
31.12.2014
Accounting m ethod
122,936
IFRS5 - Fair value
31.12.2014
115,636
7,300
7,300
Properties under developm ent
149,740
149,740
Area in Milan-Ripamonti district
149,740
IAS 40 - Cost or fair value
Trading properties
63,305
Offices
27,480
Commercial
23,860
Other
11,965
Total Real Estate Portfolio
18,750
31.12.2014
149,740
63,561
IAS 2 - Low er betw een purchase cost and net realisable
value
27,480
31.12.2014
23,860
12,221
IAS 16 - Purchase cost less accumulated depreciation and
impairment
31.12.2014
20,030
4,091,491
4,093,027
The carrying amount of the consolidated real estate portfolio as at 31 December 2014 totals 4,091,491
thousand of Euro, compared to a market value of 4,093,027 thousand of Euro as at 31 December 2014.
The table below shows the reconciliation between the market value resulting from independent expert
appraisals and the market value of the consolidated real estate portfolio.
Mark e t value
31.12.2014
M ark e t value
30.06.2014
M ark e t value
31.12.2013
CB Richard Ellis Prof essional Services S.p.A.
REAG Real Estate Advisory Group S.p.A.
Yard Valtech S.r.l.
364,470
1,698,060
2,043,821
2,389,620
1,699,090
-
2,433,680
1,703,520
-
Total inde pe nde nt e xpe rt apprais als
4,106,351
4,088,710
4,137,200
Adjustment to appraisal value of the Ferrara shopping mall 50% jointly ow ned w ith third parties
Total Group inde pe nde nt e xpe rt apprais als
Properties not subject to appraisal as subject to preliminary sale agreement
Other minor changes
Total cons olidate d re al e s tate at m ark e t value s
(17,800)
(17,830)
(18,425)
4,088,551
4,070,880
4,118,775
4,476
17,236
37,612
-
-
4,093,027
4,088,116
603
4,156,990
The consolidated real estate portfolio changes at market value as at 31 December 2013 and as at 31
December 2014 are shown in the table below:
116
Real Estate Portfolio 31.12.2013
4,156,990
Purchases and capex
22,592
Sales
(79,789)
(11,677)
4,088,116
Purchases and capex
27,036
Sales
(23,004)
879
4,093,027
A table summarising the changes in the real estate portfolio in 2014 (at expertise values) broken down by
"fair value hierarchy" level is shown below.
CHANGES IN THE REAL ESTATE PORTFOLIO BY HIERARCHICAL
LEVELS OF FAIR VALUE
LEVEL 2
LEVEL 3
1.114.420
Total
3.042.570
4.156.990
Capex
10.524
39.104
Sales
(28.395)
(74.398)
(102.793)
(17.404)
(10.798)
566.469
-
Write-ups / w rite-dow ns and depreciations/amortisation
6.606
Reclassifications from level 2 and level 3 (*)
(566.469)
536.686
3.556.341
49.628
4.093.027
(*) Reclassifications include those referred to preliminaries sale agreements
Reclassifications from level 2 to level 3 of the fair value hierarchy are mostly attributable to adjustments to
market inputs, which the experts decided to introduce in the evaluation of some properties compared to
December 2013, for a better evaluation of their architectural and functional qualities, or motivated by
changes in the figures found on the market of reference, which called for the introduction of their adjustments
for the purpose of the proper enhancement of the properties because of their amounts and specific uses.
Please see the section on "Business Segments" in the Management Report, which forms part of these
Consolidated Financial Statements, for details of the consolidated real estate portfolio, with breakdown by
"Core, Development, Dynamic Portfolio" operating segments.
117
5.4
Information on the Group medium/long-term debt position
Thousand of Euro
Carrying amount
No. of properties
Market value
Transaction
Loan type
Mortgage loan
Final due date
31.12.2014
Comit Pension Fund Portfolio
used as security
Reimbursement
Financial covenants
31/12/14 of properties
used as security
162,302
10
278,720
19 December 2015
Bullet
LTV <= 80%
Mortgage current account
Shopping Mall in Piedmont
6,176
1
9,323
21 December 2015
Bullet
N/A
21,757
1
37,877
21 December 2015
Bullet
N/A
12
108,710
24 April 2016
2014 repayment of 1.8 million
of Euro with final balloon of
51.0 million of Euro
LTV <= 50% cons LTV<= 60%
ICR>=1.70% (as from 31/12/2013) cons
ICR>=1.40% (as from 31/12/2013)- Fixed
Debt Ratio payee and consolidated >75%
02 August 2015
annual repayment of 2.0
million of Euro with final
balloon of 58.0 million of Euro
LTV <= 60% ISCR>=150%
50,441
Mortgage loan
ex FIP portfolio
Non-managerial asset in Milan
56,806
1
98,450
Mortgage loan
Mortgage loan
Shopping Mall in Lombardy
24,242
1
56,900
31 December 2016
balloon of 21 million of Euro
N/A
Mortgage loan
Business asset in Milan
44,898
1
84,200
04 August 2015
Bullet
Property LTV <= 65% LTV BS <=75%
PROPERTY ICR from >=1.20 ICR BS
>=1.30
Mortgage loan
Business asset in the province of Milan
38,731
1
66,190
29 December 2015
Bullet
ICR >=180% - LTV <= 60%- Consolidated
LTV<=65%
Mortgage loan
Management asset in Turin
13,196
1
33,500
Mortgage loan
Management asset in Lombardy
12,478
1
20,900
Mortgage loan
Management real estate portfolio in Milan,
Rome and Bologna
46,888
3
Mortgage loan
Babel transaction management real estate
complex
296,058
Mortgage loan
Business complex in Milan
Mortgage loan
Non-managerial asset in Pisa
Total borrowings using properties as security
Convertible bonds in issue
Total convertible bonds
Bond
N/A
120,950
Amortisation: 0.25% of the
loan granted (from 30.09.14
16 April 2019 to 30.06.2016 incl.), 0.50% of
the loan granted (from
30.09.16 to 31.12.2018 incl.)
ICR>=1.30 (until 31.12.15 incl.), 1.50 for
Y2016,1.70 as from 31.3.17 incl.
cons ICR>=140% (as from 30/06/2014)
12
624,290
to 30.06.2016 incl.), 0.75% of
29 July 2020
30.09.16 to 31.06.2018 incl.)
0.875% of the loan granted
(from 30.09.18 to 30.06.20
incl.)
LTV<= 60%; Cons LTV <= 60%
151,700
4
279,260
27 July 2016
4,447
1
6,300
22 Dec 2013
361,319
Temple
253,816
Bullet
LTV <= 65% Consolidated LTV <=60%
ICR>= 110% Consolidated ICR >= 140%
23 April 2015
17 January 2018
17 April 2019
Bullet
Bullet
Bullet
N/A
N/A
N/A
22 January 2018
Bullet
01 April 2019
Bullet
21 July 2016
Bullet
1,825,570
105,615
220,467
248,405
574,487
Pillar
31 December 2016
-
Bond
Total bonds
Unsecured Loan
FIXED rate
Total other borrowings
Total borrowings as at 31.12.2014
615,135
LOAN TO BOND
Note C
N/A
Bullet
930,120
BOND 3.875% 2015
BOND 3.375% 2018
BOND 2.625% 2019
24 February 2015
million of Euro and final
1) Secured Debt <= 40% Tot Assets
2) ICR >= 1.25
3)Tot Debt <= 60% Tot Assets
4)Unencumbered Tot Assets >=
Unsecured Debt
2)ICR >= 1.25
Unsecured Debt
-
199,371
3,978
203,349
2,323,091
30,140
30,140
1,855,710
Unless otherwise noted, the financial covenants refer to the single financial portfolio and/or the related vehicle
Key with definitions and notes:
- DSCR Debt Service Coverage Ratio (net EBITDA-total debt service);
- LTV Value ratio or "loan to value": ratio between (nominal) loan outstanding and the market value of the property used as guarantee;
- DSA Debt Service Ability: ratio between rents and the residual mortgage capital;
- ICR Interest Coverage Ratio: ratio between the cash flow of the loan portfolio and the total interest for the reporting period.
- Fixed Debt Ratio: ratio between ML and Hedged Debt and Total ML Debt.
118
Sec. cons. LTV <= 40%; Cons LTV <=
60%
5.5
Information on property sales in 2014 and on preliminary sales contracts in effect as at 31
December 2014
We provide the following financial information regarding the sales proceeds and repayment of the related
borrowings with reference to sales completed in 2014.
Sale price
Am ount collected
(nom inal values) as at 31.12.2014
Nom inal am ount of
repaid borrow ings
24,240
24,240
15,909
Properties held for leasing
74,500
19,500
12,444
9,244
9,244
-
107,984
52,984
28,353
Trading properties
Total properties sold as at 31.12.2014
With reference to the preliminary sales contracts signed within 31 December 2014, the table below shows
information on the price, the down payment received and the nominal amount as at 31 December 2014 of
the borrowings on properties relating to these preliminary contracts, due for repayment on the date of sale.
Prelim inary sale
price
4,380
Trading properties
Total properties subject to prelim inary contracts as
at 31.12.2014
6
Dow n paym ent
collected as at
31.12.2014
-
Nom inal am ount of
borrow ing as at
31.12.2014
-
378
50
-
4,758
50
-
NOTES TO THE FINANCIAL STATEMENTS
Reclassifications to the item “assets held for sale” or “liabilities linked to assets held for sale”, unless
otherwise indicated, refer to the assets and liabilities of Beni Stabili Gestioni S.p.A. -SGR, carried out in
accordance with IFRS 5, in that companies merged into Investire Immobiliare S.p.A. SGR effective as from 1
January 2015.
119
6.1
NON-CURRENT ASSETS
6.1.1 Investment properties
Land and
buildings (*)
3,611,315
Capex
19,812
Sales
(71,603)
Net w rite-dow ns
(5,091)
Reclassifications
182,327
(*)
3,736,760
As a guarantee for financing obtained, mortgages for a total of 2,139,259 thousand of Euro are secured by properties with a carrying amount of
1,803,690 thousand of Euro as at 31 December 2014.
“Capex” refer to the property complex in Piazza Freud, Milan (9,343 thousand of Euro), mostly for the
capitalisation of charges related to the change of its use and to expenses related to renovation, and to other
properties including via San Nicolao, Milan (2,625 thousand of Euro), Corso Matteotti, Milan (1,500 thousand
of Euro), via Cornaggia, Milan (1,181 thousand of Euro), Piazza San Fedele, Milan (949 thousand of Euro),
via Bernina, Milan (344 thousand of Euro).
“Sales” refer to the disposal of the property in via Fogazzaro, Milan (at a price totalling 61,500 thousand of
Euro with a positive margin of 1,080 thousand of Euro), and to the disposal of residential portion of a property
in Piazza San Fedele, Milan (at a price totalling 13,000 thousand of Euro with a positive margin of 1,817
thousand of Euro).
"Net write-downs" refers to adjustments made to the value of properties during the year to align them with
their respective fair values (in accordance with the international accounting standards).
“Reclassifications” refer: i) for 132,456 thousand of Euro to the properties in Piazza San Nicolao, Milan
(100,255 thousand of Euro) and in via dell’Arte, Rome (32,201 thousand of Euro), which were previously
classified in the item “properties under development”, following the completion of the related modernisation
initiatives; ii) for 49,871 thousand of Euro, to the net reclassification of properties from the “assets held for
sale” category, following the revision of the sales prospects of some properties.
As regards the movements in real estate portfolio, reference should be made to the section "Financial
Position" in the Management Report, which constitutes a part of these Consolidated Financial Statements.
120
6.1.2 Properties under development
The item as at 31 December 2014 only includes the value of the area under development in via Ortles/via
Adamello, Milan (Ripamonti district). The changes for the year are shown below:
Land and
buildings
258,300
Capex
28,854
Net w rite-dow ns
(4,958)
Reclassif ications
(132,456)
149,740
"Capex" refers to the development activities carried out:

on the property in via San Nicolao, Milan of 13,021 thousand of Euro (before being reclassified as
"investment properties”);

on the area in via Ortles/via Adamello, Milan (Ripamonti district) of 12,342 thousand of Euro;

on the property in via dell’Arte, Rome of 3,491 thousand of Euro (before being reclassified as
"investment properties”).
These costs include costs incurred for works and different technical activities totalling 17,385 thousand of
Euro and financial charges of 11,220 thousand of Euro.
With regard to financial charges, note that the following elements were capitalised during the financial year: i)
costs on borrowings specifically for property purchase and development of 174 thousand of Euro; ii) costs
relating to general borrowings (short-term and convertible bonds) used for financing the development
properties of 11,046 thousand of Euro. The capitalisation rate of financial charges on general borrowings
used took into account the risk profile of each initiative.
"Net write-downs" refer to adjustments made to the property values during the year to align them with their
respective fair values (in accordance with the international accounting standards).
For information on "Reclassifications", see Note 6.1.1 above.
As regards the movements in real estate portfolio, reference should be made to the section "Financial
Position" in the Management Report, which constitutes a part of these Consolidated Financial Statements.
121
6.1.3
Reclassification to assets
held for sale
Balance 31.12.2013
Description
Historical cost
Depr. fund
Historical
cost
Total
Historical
cost
eliminated
Depr. fund
20,564
(1,369)
19,195
Subtotal operating properties
20,564
(1,369)
19,195
2,036
(880)
1,156
(162)
Electronic machinery
448
(320)
128
(117)
Motor vehicles
197
(102)
95
Misc. equipment and other assets
147
(145)
2
(32)
32
(42)
42
2,828
(1,447)
1,381
(311)
279
(187)
187
23,392
(2,816)
20,576
(311)
279
(187)
187
Subtotal other assets
General total
-
Depr. Fund
eliminated
Furniture and fittings / office machines
-
Closing of assets
completely depreciated
-
-
-
-
-
-
-
142
(66)
66
105
(79)
79
-
-
Balance 31.12.2014
2014
increases
2014 depr.
Historical
cost
Depr. fund
Total
175
(620)
20,739
(1,989)
18,750
175.00
(620)
20,739
(1,989)
18,750
-
(155)
1,808
(827)
981
7
(54)
259
(190)
69
53
(47)
250
(149)
101
(1)
73
(72)
1
60
(257)
2,390
(1,238)
1,152
235
(877)
23,129
(3,227)
19,902
-
The balance of "Operating properties" includes the carrying amount of the property in via Cornaggia 10,
Milan, for the part used as Group offices.
6.1.4 Intangible assets
Reclassification to
Elim ination of
assets held for sale discontinued assets
Balance 31.12.2013
Balance 31.12.2014
Description
Historical
cost
Softw are
592
Goodw ill
952
General total
1,544
Am ort.
Fund
(417)
(417)
Balance as at
31.12.2013
Am ort.
175
(64)
952
-
1,127
(64)
cost
Fund
cost
Fund
elim inate elim inate elim inate elim inate
d
d
d
d
Increas.
62
62
(952)
-
(952)
-
Historical
cost
-
-
654
-
-
-
-
654
0
Am ort. Fund
Balance as at
31.12.2014
(481)
(481)
Amortisation of software is classified in the Income Statement under the item "Other costs and charges”.
The item “Goodwill” of 952 thousand of Euro and related to the Group's purchase (in 2009) of a further 10%
of the share capital of Beni Stabili Gestioni S.p.A. - SGR, will be fully recovered as part of the merger of Beni
Stabili Gestioni S.p.A. – SGR and as at 31 December 2014 it was reclassified in the item “assets held for
sale”.
6.1.5
Investments
Write-ups
Subsidiaries and
associates
Other
companies
Total
1,615
2,674
4,289
675
-
675
Write-dow ns
-
(23)
(23)
Sales
-
(1,112)
(1,112)
(1)
(1)
Reclassification to assets held for sale
Dividends
(399)
-
(399)
1,891
1,538
3,429
122
173
173
Associates
The balance as at 31 December 2014 refers to: i) the value of the 37% investment in Beni Stabili Property
Service S.p.A. of 1,820 thousand of Euro (1,544 thousand of Euro as at 31 December 2013). During the
year, 399 thousand of Euro of dividends were collected by the investee company and an income due to the
adjustment of the value of the investment to its shareholders’ equity (by applying the equity method) of 675
thousand of Euro was recognised; ii) the value of the 30% investment in Real Estate Solution & Technology
S.r.l (11 thousand of Euro), established to provide Information Technology services to companies operating
in the real estate sector; iii) the value of the 50% investment in the capital of RGD Ferrara S.r.l. (50 thousand
of Euro), joint venture with the IGD Group, established in 2013 for managing the Shopping Mall (held in joint
ownership by the two Groups) located in Ferrara and called “Darsena City Shopping Mall”; iv) the value of
the 50% investment in the capital of NPLs Re_Solutions S.r.l. (10 thousand of Euro), joint venture with the
"Gabetti" Group, established in 2013 for carrying out the services related to the recovery of “non performing
loans”.
The last two companies above, since subject to joint control with entities outside the Group, in pursuance of
IFRS 11 "Joint Arrangement" were measured with the Equity method.
Moreover, the Group holds 20% of the share capital of Beni Stabili Hotel S.A. Already in previous years; due
to the losses incurred by the investee, the value of the investment was zeroed and a provision for risks on
investments was set up, adjusted during the year by 4 thousand of Euro. In the Income Statement, this
adjustment was recognised as write-downs of investments.
Other companies
The balance of investments in other companies as at 31 December 2014 (investments classified as
available-for-sale financial assets) includes the value of: i) investment of 0.41% in the share capital of Mittel
S.p.A. (1,339 thousand of Euro); ii) investment of 4.37% in the share capital of Nomisma S.p.A. (196
thousand of Euro). During the year, a write-down of the value of the investment of 23 thousand of Euro was
required; iii) investment of 9.67% in the consortium Le Fornaci a r.l. for the management of property units at
the Beinasco shopping mall (3 thousand of Euro).
The item “Reclassification to assets held for sale” refers to the minority interest in Banca Credito Cooperativo
di Roma held by Beni Stabili Gestioni S.p.A. – SGR (1 thousand of Euro);
Note that during the year, the 16.95% investment in the capital of Società Consortile Perimetro Gestione
Proprietà Immobiliari S.c.p.A. was transferred for a price that corresponds to the carrying amount of the
investment (1,112 thousand of Euro).
In addition, the Company holds a 10% investment in the share capital of RSE Projekt Management AG and a
2.981% investment in Consorzio Census, the carrying amounts of which equal zero.
123
6.1.6
Securities
No. quotas as
at 31.12.2014
31.12.2014
Beni Stabili Italian Real Estate Fund
Securfondo
31.12.2013
No. quotas as
at 31.12.2013
2,507
350
14,745
556
148
80
2,424
1,280
Invest Real Security
-
-
2,393
1,130
Immobilium 2001
-
-
2,354
520
Vesta
-
-
1,101
5
HB
3,882
20
10,176
20
Securis Real Estate
6,667
99
6,801
99
Total
13,204
39,994
As shown in the above table, the securities refer solely to quotas in real estate funds and are classified as
available-for-sale financial assets. They are accounted for at acquisition cost, as it is assumed that fair value
cannot be reliably measured.
The change in the year recorded in the item is mainly due: i) to net write-downs of quotas in the Beni Stabili
Italian Real Estate Fund (10,763 thousand of Euro), HB (6,294 thousand of Euro), Vesta (472 thousand of
Euro), Invest Real Security (300 thousand of Euro), Immobilium 2001 (285 thousand of Euro), Securis Real
Estate (132 thousand of Euro) and Securfondo (3 thousand of Euro) funds due to their impaired values; ii) to
the part repayment of the nominal value of quotas in Securfondo (60 thousand of Euro) and in Immobilium
(39 thousand of Euro); iii) to the reclassification in the item “assets held for sale” of the quotas in real estate
funds held by Beni Stabili Gestioni S.p.A. – SGR (8,440 thousand of Euro).
The above real estate funds, during 2014, distributed to the Group a total of dividends equal to 32 thousand
of Euro (56 thousand of Euro in 2013).
6.1.7
31.12.2014
31.12.2013
Trade receivables
Property sales
4,241
4,241
Receivables from tenants
19,686
17,612
Provisions for w rite-dow n of trade receivables
(4,241)
Total trade receivable s
19,686
21,784
7,432
13,432
10,960
13,757
(69)
Other receivables
Receivables from Municipality of Rome for "reverse accession"
Tax receivables
Guarantee deposits
235
380
Other receivables
858
103,776
Provisions for w rite-dow n of other receivables
(2,751)
(1,020)
Total other rece ivables
16,734
130,325
Total non-current trade and other receivables
36,420
152,109
The item "Property sales", unchanged from the previous year, includes an amount receivable from the
Municipality of Rome of 4,241 thousand of Euro and fully impaired in the financial year, as the balance
124
outstanding on the sale of a residence known as Fabianella. This sale, carried out in 2002, is the subject of a
legal dispute as described in Note 7 below.
"Receivables from tenants" fully include receivables on invoices to be issued, recognised in accordance with
IAS 17 "Leases", recording the total amount due under the contract on a straight-line basis over the lease
term, and which, on the basis of contractual provisions, will be collected only after 31 December 2015
(17,543 thousand of Euro as at 31 December 2013); this item, as at 31 December 2013, included also a
receivable (entirely written down) of 69 thousand of Euro corresponding to promissory notes issued by
tenants, which was reclassified among receivables within 12 months.
“Receivables from Municipality of Rome for reverse accession": refers to the compensation due to the
Municipality of Rome against a land that was subject to "reverse accession" without the issue of a legitimate
order. In previous years, legal actions against the Municipality of Rome were started (as described in Note
8), aimed at the recognition of compensation proportionate to the damage suffered by the Company. The
receivable originally recorded in the financial statements (for a value corresponding to the carrying amount of
the land subject matter of the measure of reverse accession) amounted to 17,150 thousand of Euro and was
partially collected by the Municipality of Rome against payments made in partial settlement of the first
instance judgements. In connection with the final settlement of the litigation with the Municipality concerning
this item, during 2014 a loss was recognised on this receivable of 6,000 thousand of Euro, corresponding to
the excess receivable not recognised judicially and another write-down of 1,858 thousand of Euro was also
recognised to account for actual recovery prospects.
"Tax receivables” mainly include: i) VAT receivables for a total of 3,393 thousand of Euro, of which 3,143
thousand of Euro on which reimbursement had been claimed in previous years (3,086 thousand of Euro as at
31 December 2013), and 250 thousand of Euro, to be used to offset (263 thousand of Euro as at 31
December 2013); ii) the IRES tax receivable of 950 thousand of Euro deriving from partial deductibility - for
IRES purposes - of IRAP tax paid in previous years, as envisaged by Italian Law 2/2009 and by Italian Law
214/2011 (1,156 thousand of Euro as at 31 December 2013); iii) the receivables, totalling 6,536 thousand of
Euro, arising from the payment of taxes due pending judgement in tax litigations (7,527 thousand of Euro as
at 31 December 2013) entirely referred to the parent company (of which 6,178 thousand of Euro for the
litigation regarding the disposal of the investment in Telemaco Immobiliare S.p.A., 139 thousand of Euro for
the tax inspection of 2005, 219 thousand of Euro for the VAT tax-assessment notice of the Beni Stabili Group
for the 2008 tax year). For the description of the tax disputes, reference should be made to the description in
this note to the chapter 7.
The decrease in the item, compared to the balance as at 31 December 2013, is mainly due to the
reclassification in current tax credits: i) of the IRES tax receivable for the substitute tax, paid pursuant to
Italian Law 296/2006 for adopting the special regime for Listed Real Estate Investment Companies SIIQ/SIINQ, on the properties in previous financial years, to be used to offset, of 1,649 thousand of Euro; ii)
of the receivable related to the tax inspection for the 2004 tax period of 721 thousand of Euro.
The item "other receivables" refers entirely to the amounts due from sellers of the companies owning the land
125
in the Ripamonti District, Milan (unchanged compared to the previous year), for the contractually agreed
reimbursement of costs incurred for early settlement of mortgage loans encumbering on the aforesaid area at
the moment of purchase (this receivable is completely written down).
The item as at 31 December 2013 included the receivable of 102,500 thousand of Euro related to a deposit
originated from the activation of the liquidity facility taken out as a guarantee for the securitisation of the Imser
60 portfolio, as a result of the down-grading of the guarantor bank. This deposit was closed together with the
early repayment of the securitisation.
“Provisions for write-down of receivables": changes during the year in provisions for write-down of noncurrent receivables are shown below:
Provisions for
w rite-dow n of
trade receivables
Balance as at 31 Dece m ber 2013
Provisions
Provisions for w rite dow n of other
receivables
69
1,020
4,241
1,857
Use
-
(127)
Reclassif ication to "assets held f or sale"
-
(109)
Reclassif ication f rom/to provisions f or w rite-dow n of current receivables
(69)
6.1.8
110
4,241
2,751
These refer entirely to interest rate derivative contracts.
The balance of the item as at 31 December 2014 refers entirely to a CAP on interests rates raised in the
year.
Changes in the item during the year are shown in the following table:
Derivatives "held
for trading"
"Hedge
accounting"
derivatives
73
-
(1)
-
173
Change in fair value recognised to the Cash Flow Hedge reserve
-
New derivatives
-
Reduction for early repayment
(245)
-
(498)
1,344
846
Total
73
(1)
173
(498)
1,344
(245)
846
“Cap”: is an optional derivative financial instrument. Against payment of a premium, the Company is granted
the right to receive, when the Euribor rate is higher than a maximum level (called strike rate), of 0.50%, the
spread between the Euribor rate and the above-mentioned strike rate. However, nothing however is due to
the Company in the period in which the Euribor is below that strike rate.
126
6.1.9
Deferred tax assets
Diff. betw een carrying
am ount/tax value of
properties
Costs
not deducted
112
78,406
7,122
Increases booked to Income Statement
1
828
Deferred tax assets
1
796
Tax losses
Pass-through
taxation of real
estate fund results
Total
444
1,483
87,567
358
-
1,387
2,574
358
-
1,387
2,542
-
-
-
-
-
41
-
-
-
Contingent assets for previous years’ taxes
-
Increases not booked to Income Statement
-
-
Tax payables
-
-
Equity
-
-
Decreases booked to Income Statement
(12)
(2,800)
(546)
-
(821)
(4,179)
Deferred tax assets
(12)
(2,790)
(461)
-
-
(3,263)
-
(10)
(85)
-
Decreases not booked to Income Statement
-
-
(2)
(444)
Tax payables
-
-
(2)
-
Equity
-
Reversal due to Italian LD 133/2014
Reclassifications
32
Fair value of
derivatives
41
41
(5)
(67,372)
-
96
9,062
-
-
-
-
41
(916)
(446)
(2)
-
(444)
-
-
(67,615)
(266)
-
(2,049)
(2,315)
6,469
-
-
15,627
(238)
(444)
(821)
32
As can be seen from the above table, the decrease for the year of deferred tax assets is attributable for
67,372 thousand of Euro to the effect of the regulations introduced by Italian Law Decree 133/2014, which
have considerably reduced the provisions of future taxable income, envisaging the tax exemption for margins
Increases and decreases recorded refer to the tax effect related to the adjustment to the fair value of owned
properties, to the pass-through taxation of the results of real estate funds and to the temporary nondeductibility of provisions for write-downs and of interest expense.
With reference to the balance as at 31 December 2014 of 15,627 thousand of Euro, note that this includes
deferred tax assets on: i) real estate portfolio of 9,062 thousand of Euro, of which 6,559 thousand of Euro
Group properties excluded from the SIIQ/SIINQ regime and 2,503 thousand of Euro shopping malls in
relation to the value of their business units; ii) "costs not deducted" for 6,469 thousand of Euro, mainly
relating to temporary non-deductibility on interest expenses pursuant to Article 96 of the T.U.I.R. (5,502
thousand of Euro) and write-downs and provisions (967 thousand of Euro); iii) prior tax losses (96 thousand
of Euro).
These net deferred tax assets were recognised within the limit of reasonable expectations of future taxable
income, sufficient to ensure the recovery.
127
6.2
CURRENT ASSETS
6.2.1
Trading properties
Land and
buildings (*)
72,647
Capex
992
Sales
(9,220)
Net w rite-dow ns
(1,114)
63,305
(*)
As a guarantee for financing obtained, mortgages with a value of 106,246 thousand of Euro are secured by properties with a carrying amount of
45,720 thousand of Euro as at 31 December 2014.
"Sales" refers to: i) the disposal to the Municipality of Milan, for 9,118 thousand of Euro, of the area in via E.
Vittorini, Monlué, provided in the agreements concerning the definition of urban development costs of the
property complex in Piazza Freud, Milan; ii) the sale of some parking spaces of the property of Rome, via
Fancelli, whose price was 126 thousand of Euro.
"Net write-downs" refer to the adjustments made to the value of certain properties to align their carrying
amounts with their expected sale values.
As regards the changes in real estate portfolio, please refer to the Management Report, which constitutes a
part of these Consolidated Financial Statements.
6.2.2
Description
31.12.2014
31.12.2013
Trade receivables
Property sales and investment disposals
56,607
1,607
Tenants
47,052
35,416
222
Provisions for w rite-dow n of trade receivables
Total trade receivables
4,968
(19,352)
(17,653)
84,529
24,338
Other receivables
Tax receivables
6,251
6,857
Other receivables
8,516
10,302
Receivables from the Municipality of Rome for expropriations
3,317
979
Guarantee deposits
80
106
Provisions for w rite-dow n of other receivables
(1,675)
(1,353)
Total other receivables
16,489
16,891
101,018
41,229
Total trade and other receivables
“Property sales and investment disposals”: the balance of the item as at 31 December 2014 refers: i) to the
balance of the price for the sale (completed in June 2014) of the property in Via Fogazzaro, Milan, of 55,000
thousand of Euro, which will be collected no later than May 2015; ii) balance of the price for the sale
(completed in 2008) of 40% of the share capital of Risorse e Sviluppo Napoli S.p.A. (1,400 thousand of Euro,
including accrued interests); ii) the balance of a price adjustment on the sale (completed in 2005) of the
investment in S. Clemente Resort S.r.l. (207 thousand of Euro);
These receivables are written down by a total of 1,407 thousand of Euro.
128
“Tenants”: includes the receivables: i) from property tenants of 45,620 thousand of Euro (33,984 thousand of
Euro as at 31 December 2013); ii) relating to the guaranteed annuity due from sellers of the property in via
Nanni Costa, Bologna, of 1,432 thousand of Euro (unchanged compared to 31 December 2013). These
receivables are written down by 17,945 thousand of Euro (16,546 thousand of Euro as at 31 December
2013).
Note that receivables from tenants includes: i) receivables on invoices to be issued, recognised pursuant to
term (2,810 thousand of Euro as at 31 December 2014 and 2,752 thousand of Euro as at 31 December
2013); ii) a position relating to a pending dispute of 11,167 thousand of Euro (unchanged compared to 31
December 2013) with the former tenant of the Ferrara shopping mall, details of which are provided in Note 7
below.
“Customers for services provided”: the balance of the item as at 31 December 2014 refers to property
services provided to third parties by companies of the Group. The balance as at 31 December 2013 mainly
included receivables for services provided to real estate funds managed by Beni Stabili Gestioni S.p.A. –
SGR (which were written down by a total of 574 thousand of Euro); these receivables as at 31 December
2014 were classified in the item “assets held for sale”, because of the merger concerning SGR.
“Tax receivables” - mainly include: i) the IRES tax receivable of 1,649 thousand of Euro, for the substitute
tax, paid pursuant to Italian Law 296/2006 for adopting the special regime for Listed Real Estate Investment
Companies – SIIQ/SIINQ, on the properties sold by December 2013. This receivable that as at 31 December
2013 was recognised among non-current receivables was reclassified in this item in that it will be used as
from June 2015. The corresponding receivable (1,680 thousand of Euro as at 31 December 2013) was used
in the year; ii) the IRES tax receivables, totalling 2,408 thousand of Euro (1,420 thousand of Euro as at 31
December 2013), entirely related to the tax consolidation of the Group, equal to the receivables of 4,079
thousand of Euro, arising in the tax period for the payment of advance tax payments and for the withholding
taxes incurred, recorded net of the IRES payable of the 2013 tax period of 1,671 thousand of Euro; iii) IRAP
tax receivables of 163 thousand of Euro (739 thousand of Euro as at 31 December 2013), equal to the
receivable arising in the year as a result of the payment of advance tax payment, of 954 thousand of Euro,
recorded net of the tax for the period of 791 thousand of Euro; iv) the current VAT credit for a total of 817
thousand of Euro (2,561 thousand of Euro as at 31 December 2013); v) the receivable for the payment of the
amounts due pending litigation, of 721 thousand of Euro, established by Beni Stabili S.p.A. SIIQ for the
assessment undergone for the 2004 tax period; vi) the IRES tax receivable of the subsidiary Beni Stabili
Development S.p.A. of 272 thousand of Euro, arising from the payment made pending judgement in tax
litigations concluded successfully in 2013, and for which the reimbursement is shortly expected.
“Other receivables”: this item primarily includes: i) accrued income and prepaid expense of 5,630 thousand
of Euro (6,856 thousand of Euro as at 31 December 2013) mainly for lease contract brokerage of 2,910
thousand of Euro (2,966 thousand of Euro as at 31 December 2013), lease contract registration tax of 1,568
thousand of Euro (1,629 thousand of Euro as at 31 December 2013), surety commissions and prepaid
129
commissions on "committed" credit facilities of 533 thousand of Euro (178 thousand of Euro as at 31
December 2013), As at 31 December 2013, accrued income and prepaid expense also included i prepaid
expenses for insurance premiums of 291 thousand of Euro and future costs on inflation risk hedging of 807
thousand of Euro; ii) costs incurred during the year for operations in progress that will be capitalised on the
activities that will result from their completion (1,010 thousand of Euro); iii) interests on other credit positions
of 1,037 thousand of Euro entirely written-off (unchanged compared to 31 December 2013); iv) sundry
advances of 350 thousand of Euro, written down by 144 thousand of Euro (718 thousand of Euro and 77
thousand of Euro as at 31 December 2013, respectively); v) receivables for loans granted to the investee
company RGD Ferrara 2013 S.r.l. of 150 thousand of Euro (158 thousand of Euro as at 31 December 2013);
vi) receivables for insurance reimbursements of 45 thousand of Euros (132 thousand of Euro as at 31
December 2013).
“Receivables from the Municipality of Rome for expropriations”: refers to: i) the receivable of 3,263 thousand
of Euro (979 thousand of Euro as at 31 December 2013) corresponding to the compensation for an
expropriated land in Pietralata, Rome. This receivable was increased in the financial year of 2,284 thousand
of Euro by reason of the higher compensation paid to the Group as a result of the Judgment of the Court of
Cassation, of accrued interests and of VAT on the partial invoicing already made to the Municipality of
Rome. Given the actual recovery prospects, this receivable was written down in the year by 364 thousand of
Euro. Reference is made to the next Note 7 for the description of the litigation with the Municipality of Rome
for the payment of the compensation and recovery of the corresponding receivable; ii) the receivable of 54
thousand of Euro, related to the expropriation compensation in 2014 of a land in Ponte di Nona, Rome by the
Municipality.
“Provisions for write-downs": changes during the year in provisions for write-down of current receivables are
shown below:
Provisions for
w rite-dow n of
trade receivables
Provisions
Use
17,653
1,353
3,683
678
(657)
Releases
(21)
Reclassif ications to the item "assets held f or sale"
(1,375)
Reclassif ication f rom provisions f or w rite-dow n of non-current receivables
69
6.2.3
receivables
19,352
(246)
(110)
1,675
These total 113,444 thousand of Euro (150,633 thousand of Euro as at 31 December 2013) and regard bank
deposits of 113,440 thousand of Euro and cash in hand and cash assets of 4 thousand of Euro.
For further information on changes in cash and cash equivalents, please refer to the “Statement of Cash
Flows”.
130
6.2.4 Assets held for sale
The balance of this item refers to the value of assets, the value of which will be reasonably recovered
through their sale. In particular, the balance of the item as at 31 December 2014, includes: i) the assets of
Beni Stabili Gestioni S.p.A. - SGR, classified in this item in accordance with IFRS 5, as a result of the merger
in progress of this company in Investire Immobiliare S.p.A. SGR (as described in the Management Report) of
23,316 thousand of Euro; ii) the value of the properties of the Group of 122,936 thousand of Euro (other than
trading properties), whose disposal is expected to occur within the next year.
The table below summarises the changes recorded during the year in property value (real estate portfolio
held for sale) classified in this item:
Land and buildings
(*)
195,717
Sales
(24,037)
Capex
762
Net w rite-ups
365
Reclassifications
(49,871)
122,936
(*)
As a guarantee for financing obtained, mortgages for a total of 9,000 thousand of Euro are secured by properties with a carrying amount of 6,300
thousand of Euro as at 31 December 2014.
"Capex" refers, in particular, to works made on the property in via Schievano, Milan.
"Sales" during the year, for an overall carrying amount of 24,037 thousand of Euro, refer to the disposal of no.
10 properties, mainly owned by the real estate portfolio of Imser 60 SIINQ S.p.A.
"Net write-downs" refer to adjustments made in the year to the property values to align them with their fair
value (in accordance with the international accounting standards).
For information on "reclassifications", see Note 6.1.1 above.
As regards the changes in real estate portfolio, please refer to the Management Report, which constitutes a
131
6.3
EQUITY
Consolidated Equity is shown below:
31.12.2014
31.12.2013
Share capital (*)
226,943
341,403
Legal reserve
191,630
230,210
38,315
38,315
Reserve Italian L. 266/05
185,713
190,093
60,493
60,493
8,740
8,740
102
102
Revaluation reserve Italian L.72/83
191
191
53
53
24,130
17,222
Reserve art. 89 Italian PD 917/86
12
12
Non-distributable reserve Italian Lg.D. no. 38/2005 (**)
132,629
143,372
Spin-off surplus
127,026
147,221
15,086
35,918
Bond reserve
Reserve for unoptioned bond
1,602
Cash-flow hedge reserve
Reserve for purchases of treasury shares
Reserve for stock options and free shares
1,602
(30,932)
(118,420)
(655)
(655)
57
Total other reserves
235
562,562
Retained earnings (**)
958,703
Profit/(Loss) for the year
(231,605)
Total retained earnings (as it results from the Income Statement)
524,494
955,544
(4,212)
727,098
951,332
1,858,006
1,897,666
Minority interest in capital and reserves
12,010
13,254
Minorities (profit)/loss
(1,121)
Minority interests
10,889
13,281
1,868,895
1,910,947
Group Equity
Consolidated equity
(*)
(**)
27
As at 31 December 2014, the approved share capital amounts to 331,687,651.50 Euro of which 226,942,588.60 Euro is subscribed and paid-up. The
subscribed and paid-up share capital is made up of 2,269,425,886 ordinary shares with a par value of 0.10 Euro each. Note also that Beni Stabili
S.p.A. SIIQ holds 961,000 treasury shares.
Specifically, "retained earnings" include 89,818 thousand of Euro of profits (94,693 thousand of Euro as at 31 December 2013) achieved by Imser 60
SIINQ S.p.A. subject to the distribution limitation constraint pursuant to Italian Legislative Decree 38/2005.
With regard to movements in Consolidated Equity from 1 January 2012 to 31 December 2014, reference
should be made to the "Statement of Changes in Equity”. Annexe 2 also provides the reconciliation of the
Group Consolidated Equity with the Equity of the Parent Company, Beni Stabili S.p.A. SIIQ.
Note that, as previously described in the Management Report, during the year, a paid share capital increase
of 149,725 thousand of Euro was completed, attributed by 35,313 thousand of Euro to the “Share Capital”
and by 114,412 thousand of Euro to “Share premium reserve”. The costs of the operation of 3,219 thousand
of Euro, recognised under Equity in compliance with the relevant accounting standards, reduced the “Share
premium reserve”.
Moreover, it should be noted that the Shareholders’ Meeting of 15 April 2014, which approved the separate
financial statements of Beni Stabili S.p.A. SIIQ as at 31 December 2013, resolved among other things:
-
to fully cover the loss for the year 2013 of the Company, amounting to 11,651 thousand of
Euro (loss of the separate financial statements of Beni Stabili S.p.A. SIIQ, against a
consolidated loss of 4,212 thousand of Euro), using the profit reserve included in the "spinoff surplus”;
132
-
to add 6,908 thousand of Euro to the revaluation reserve Italian Law 2/2009, withdrawing the
corresponding amount from the capital reserve in the "spin-off surplus”;
-
to reclassify the non-distributable reserve, established pursuant to Article 6, Italian
Legislative Decree no. 38/2005, for a value of 10,743 thousand of Euro, in the "retained
earnings” reserve;
-
to distribute a dividend of 0.022 Euro per share to shareholders (net of treasury shares held),
totalling 42,138 thousand of Euro, withdrawing this amount as follows; i) 15,291 thousand of
Euro from the "retained earnings" reserve; ii) 1,635 thousand of Euro from the profit reserve
included in the "spin-off surplus”; iv) 20,832 thousand of Euro from "Profit reserve for bonds”;
iv) 4,380 thousand of Euro from “Profit reserve ex Italian Law 266/2005 revaluations”.
The change in "reserve for stock options and free shares" refers: i) to the notional charge of the year for the
Group (26 thousand of Euro) relating to free share plans guaranteed to Group employees by the parent
company Foncière des Régions on shares of the latter; ii) to the reclassification under the “retained earnings”
reserve for the portion attributable to the free share plans launched in 2010 and closed in the financial year
Finally, note that minor changes in Equity were classified under “retained earnings” for net revenues
amounting to 63 thousand of Euro corresponding to the profit on the purchase of minority interests of Imser
60 SIINQ S.p.A. net of charges for actuarial differences on Staff termination benefits.
As at 31 December 2014, the Cash Flow Hedge reserve showed a negative balance of 30,932 thousand of
Euro (118,420 thousand of Euro as at 31 December 2013). The following table shows the changes in this
reserve for 2014 and for 2013:
Description
2014 financial year
Cash flow hedge reserve - opening balance
Released in correspondence w ith payment of hedged cash f low s
Released on early settlement of hedging instruments due to property sales
Released on other early settlement of hedging instruments
2013 financial year
(118,420)
(198,127)
21,106
42,385
1,201
4,003
92,385
665
(29,756)
26,181
Other changes
2,988
6,929
Income tax relating to the above changes
(436)
(456)
(30,932)
(118,420)
(Increases)/decreases f or changes in fair value of hedging instruments (ef fective changes)
Cash flow hedge reserve - closing balance
133
The next table instead shows the timetable for recognition of the Cash Flow Hedge reserve to the Income
Statement, assuming that the underlying cash flows remain the same.
Carrying
am ount
Reserve
Cash flow hedge
Total
up to 6
m onths
6-12
m onths
1-2 years
2-5 years
beyond 5
years
Carrying
am ount
up to 6
m onths
6-12
m onths
1-2 years
beyond 5
years
2-5 years
(30,932)
(5,886)
(5,288)
(4,857)
(12,109)
(2,792)
(118,420)
(18,956)
(18,726)
(30,441)
(33,633)
(16,664)
(30,932)
(5,886)
(5,288)
(4,857)
(12,109)
(2,792)
(118,420)
(18,956)
(18,726)
(30,441)
(33,633)
(16,664)
6.4
NON-CURRENT LIABILITIES
6.4.1
Borrowings
De s cription
31.12.2014
31.12.2013
Mortgage loans
582,080
1,037,022
Other loans
199,360
41,470
Other borrow ings
-
6,105
Bonds
594,944
450,806
Convertible bonds
463,951
559,494
1,840,335
2,094,897
Total non-curre nt borrow ings
With reference to changes during the year with an impact on the various borrowings, see the paragraph
Financial Review – Financial Position of the Management Report that forms part of these Consolidated
Financial Statements as at 31 December 2014.
“Mortgage loans”
These regard medium/long-term mortgage loans falling due "over 12 months". The payments of such loans
falling due within 12 months are included in current borrowings (see Note 6.5.1).
The payment due date of the non-current portion of these borrowings is shown below:
Non-current borrow ings
31.12.2014
31.12.2013
More than 12 months, less than 2 years
More than 2 years, less than 5 years
Beyond 5 years
244,667
75,149
262,264
672,301
364,721
-
Total
582,080
1,037,022
Mortgage loans as at 31 December 2014 are all floating rate. The following table shows the average effective
interest rates applied to these borrowings, calculated without taking account of interest rate hedges:
31.12.2014
Euribor
31.12.2013
2.42%
3.22%
Given that, in relation to the mortgage loans, a number of interest rate swaps are in place as risk hedging,
134
the following table indicates the nominal portion of borrowings hedged as at 31 December 2014, with
comparison data as at 31 December 2013:
Description
Nominal amount outstanding on floating rate borrow ings
IRS outstanding
(a)
(b)
31.12.2014
936,949
778,439
% borrow ings hedged at floating rate (IRS) - (b) / (a)
31.12.2013
1,150,276
1,041,268
83.08%
90.52%
“Other loans”
This item includes the non-current portion of the payable of a nominal 200,000 thousand of Euro raised in the
year and not secured, as part of the closure of the securitisation. This loan accrues interests at Euribor 3
months, plus a spread, paid when due on a quarterly basis and is not hedged against interest rate risk.
As at 31 December 2013, this item included the non-current portion of the floating rate loans obtained to
finance the purchases by the Group of the bonds issued by Imser Securitisation 2 S.r.l. These loans were
closed in 2014 with the early repayment of the Imser securitisation.
As at 31 December 2014, the effective interest rate of this loan is 2.59%.
The breakdown by payment due date of the non-current portion of these borrowings is shown below:
Non-current borrow ings
31.12.2014
31.12.2013
199,360
-
Beyond 5 years
Total
199,360
10,781
30,689
41,470
“Other borrowings”
The balance as at 31 December 2013 included: i) the debt of Imser Securitisation S.r.l. of 3,276 thousand of
Euro deriving from the early repayment in 2002 of interest rate swaps related to a borrowing rescheduled
through the securitisation transaction; ii) the debt for costs of 2,829 thousand of Euro related to the portion of
borrowings considered repaid with the Group repurchase in 2009, of bonds issued by Imser Securitisation 2
S.r.l. Both loans were closed in 2014 with the early repayment of the Imser securitisation.
135
“Bonds”
The item, as at 31 December 2014, includes entirely the non-current portion of the two bonds issued by Beni
Stabili S.p.A. SIIQ during the year, in particular:
1)
an unsecured bond totalling a nominal amount of 350,000 thousand of Euro, with a duration of 4
years and with a fixed coupon of 4.125% on annual basis;
2)
years and with a fixed coupon of 3.5% on annual basis.
The balance as at 31 December 2013 referred for 450,806 thousand of Euro to the non-current portion of the
amount payable on the bond of the Imser securitisation that was repaid in advance in the year.
The changes in the non-current portions of the two bonds issued during 2014 by Beni Stabili S.p.A. SIIQ are
shown in the tables below.
“Bond loan with a nominal value of 350 million of Euro”
Nom inal value
Balance on the issue date
350,000
Interests accrued during the year
Issue costs
Carrying am ount
(2,912)
-
632
350,000
(2,280)
347,088
632
347,720
Note that, against a nominal rate of 4.125%, the effective interest rate, calculated only for accounting
purposes, was 4.35%. The nominal interest coupon accrued as at 31 December 2014 (13,599 thousand of
Euro) is classified under current borrowings.
Nom inal value
Issue costs
250,000
-
250,000
Carrying am ount
(3,220)
444
(2,776)
246,780
444
247,224
Note that, against a nominal rate of 3.50%, the effective interest rate, calculated only for accounting purposes,
was 3.79%. The nominal interest coupon accrued as at 31 December 2014 (6,591 thousand of Euro) is
classified under current borrowings.
“Convertible bonds”
This item refers to the non-current portion of the borrowing relating to the convertible bonds issued by Beni
Stabili S.p.A. SIIQ. In particular, the two following convertible bonds were classified under non-current
payables:
o
convertible bond of a nominal 225,000 thousand of Euro, issued in the first half of 2013 and maturing
in 2018;
o
convertible bond of nominal 270,000 thousand of Euro, issued in the second half of 2013 and
maturing in 2019.
As at 31 December 2013, the bond issued in 2010 for a residual nominal value of 105,538 thousand of Euro
136
was also classified under non-current borrowings, and it was reclassified in the year under borrowings due to
its maturity in April 2015.
The following table shows the changes in carrying amounts of the non-current portion of the convertible bond
maturing in 2018:
Nom inal value
Option value
225,000
Interests accrued during the period - portion related to the option
value and issue costs
225,000
Carrying am ount
(1,918)
2,012
442
2,454
(6,520)
(1,476)
217,004
-
Issue costs
(8,532)
214,550
The portion relating to the nominal interest accrued from the last coupon detachment (July 2014) up to 31
December 2014 for the aforementioned bond stood at 3,463 thousand of Euro. This amount was recognised
under current borrowings. Note that against a nominal interest rate of 3.375%, the effective interest rate,
calculated only for accounting purposes by separating also the optional component of the borrowing at the
initial date was equal to 4.7%.
The following table shows the changes during the period in carrying amounts of this convertible bond as
maturing in 2019:
Nom inal value
Option value
270,000
-
270,000
Issue costs
Carrying am ount
(24,456)
(3,262)
4,179
486
242,282
4,665
(20,277)
(2,776)
246,947
The portion relating to the nominal interest accrued from the last coupon detachment (October 2014) up to
31 December 2014 for the aforementioned bond stood at 1,459 thousand of Euro. This amount was
recognised under current borrowings. Note that against a nominal interest rate of 2.625%, the effective
interest rate, calculated only for accounting purposes by separating the optional component of the borrowing
at the initial date was equal to 4.9%.
“Fair value of borrowings”
The fair value as at 31 December 2014 and 31 December 2013 of the different categories of current and
non-current borrowings, compared with their respective carrying amounts, is shown in the table below.
Borrowings
Borrowings
Current and non-current portions as at 31.12.2014
Carrying
am ount
Nom inal value
Fair
value (*)
Carrying
am ount
Nom inal value
Fair
value (*)
Floating rate borrow ings
-
-
-
Mortgage loans
930,121
936,998
936,998
Other loans
199,371
200,011
200,011
Floating rate bonds
-
-
-
80,102
80,102
80,102
1,142,299
1,150,365
1,150,365
45,796
46,369
46,369
331,928
334,341
334,341
Fixed rate borrow ings
Other borrow ings
-
Fixed rate bonds
619,112
Total
(*)
574,487
2,323,091
624,168
606,232
2,367,409
649,013
9,170
9,173
10,157
140,019
142,068
182,697
611,339
565,184
2,397,361
2,314,498
606,228
2,368,646
580,859
2,384,890
The fair value of floating rate borrowings was calculated considering the market value to be equal to the nominal value. The fair value of fixed rate
borrowings is measured using the Discounted Cash Flow Method. According to this method, the fair value of such borrowings is calculated by
137
determining the expected cash flows. These flows are then discounted using the implicit spot rates in the Euribor curve, plus the credit spread.
6.4.2
Des cription
31.12.2014
31.12.2013
Payables f or property and investment purchases
4,321
Total trade payable s
-
4,321
Exit tax payable
-
19,813
-
19,946
Other tax payables
Total tax payable s
133
Other payables
102,500
Total other payable s
-
102,500
Total trade and othe r payables
-
126,767
“Payables for property and investment purchases”: the balance as at 31 December 2013 referred entirely to
the non-current portion of the payable for the purchase of 31.8% of the investment in Sviluppo Ripamonti
S.r.l. that will be due no later than 31 December 2015. This balance was reclassified under borrowings due
to its maturity.
“Exit tax payable”: this item as at 31 December 2013 referred entirely to the non-current portion of the exit tax
payable by Group companies (Beni Stabili S.p.A. SIIQ, Imser 60 SIINQ S.p.A.) that adopted the SIIQ/SIINQ
regime as from 2011. The exit tax, originally for a total amount of 94,586 thousand of Euro, as provided by the
specific law, was calculated as 20% of the capital gains (net of capital losses) for the properties to be rented,
determined equal to the difference between the fair value of the properties as at 31 December 2010 and their
tax value. This tax, in accordance with law, will be paid over 5 financial years, starting from June 2011, plus
interest calculated at the official discount rate plus 1%. The fourth expected instalment paid in June 2014 was
18,917 thousand of Euro; therefore, the residual amount due as at 31 December 2014 corresponding to the
fifth and last instalment due within June 2015, amounts to 18,917 thousand of Euro (plus accrued interests of
1,119 thousand of Euro) and entirely classified under current liabilities.
“Other tax payables”: this item as at 31 December 2013 referred entirely to the non-current portion of the tax
payable in instalments (including accrued interests) arising following assessments received by Beni Stabili
Gestioni S.p.A. - SGR for the 2007 tax period. The residual amount as at 31 December 2014 was reclassified
in the item “liabilities linked to assets held for sale” because of the merger (effective as from 1 January 2015)
of Beni Stabili Gestioni S.p.A. - SGR in Investire Immobiliare S.p.A.
“Other payables”: the balance of the item referred entirely to the payable for the activation of the liquidity
facility taken out as a guarantee for the securitisation of the Imser 60 portfolio, as a result of the down-grading
of the guarantor bank. An asset for the same amount corresponds to the nominal value of this payable as
indicated in the previous Note 6.1.7. This payable was settled in the year as part of the early repayment of the
Imser securitisation
6.4.3
Derivatives - liabilities
The balance as at 31 December 2014 refers to: i) interest rate derivative contracts whose fair value loss
138
totalled 37,885 thousand of Euro (92,842 thousand of Euro as at 31 December 2013); ii) the fair value of the
conversion options relating to the two convertible bonds issued in 2013, with maturity 2018 and 2019, equal
to 23,677 thousand of Euro and 29,786 thousand of Euro, respectively (14,467 thousand of Euro and 13,431
thousand of Euro as at 31 December 2013). The value of these options was recognised among liabilities
since the conditions (other than the option related to the convertible bond maturing in 2015) to be able to
consider it as a component of equity do not exist (in compliance with the provisions of IAS 32 "Financial
Instruments: Presentation and disclosures”).
The balance of this item as at 31 December 2013 also included the amount of 26,286 thousand of Euro
corresponding to the fair value of hedging instruments against the inflation risk, closed in the year as part of
the early repayment of the Imser securitisation.
The table below provides details of changes recorded during 2014 in interest rate and inflation derivative
contracts:
"Hedge
accounting"
derivatives
Derivatives
"held for
trading"
Total
105,333
13,795
119,128
(24,120)
(3,096)
(27,216)
(851)
(26)
(877)
(79,118)
(11,185)
(90,303)
Decrease due to early settlement follow ing property sales
29,262
-
29,262
1,458
4,389
5,847
New /rescheduling of hedging instruments
2,044
-
2,044
Reclassifications
2,020
(2,020)
-
36,028
1,857
37,885
139
“Interest rate derivatives”: the fair value of such transactions is shown in the table below:
31.12.2014
31.12.2013
Fair value
Fair value
Interest rate Sw aps
37,885
92,842
Total
37,885
92,842
“Interest rate Swaps”: are contracts that convert the floating rate to a fixed rate; the fixed rate associated with
these contracts is as follows;
Description
31.12.2014
Min
Euribor
0.85%
31.12.2013
Max
Min
2.60%
Max
0.75%
4.98%
As regards derivatives that as at 31 December 2014 showed a positive fair value, please refer to Note 6.1.8
above.
6.4.4
873
Cost of service provided
- recognised to the income statement
491
- recognised as an increase in the value of "properties under development" as referring to actuarial losses
17
Actuarial dif f erences accounted f or in Equity
136
Reclassif ication to "liabilities linked to assets held f or sale"
(581)
Settlements and payments to pension f unds
(445)
491
The number of staff of the Group as at 31 December 2014 was 90 (no. 93 as at 31 December 2013),
comprising:
31.12.2014
31.12.2013
Managers
Executives
Office staff
Porters
20
24
45
1
23
24
45
1
Total
90
93
No. 27 out of no. 90 employees as at 31 December 2014 left the Group in January 2015, as part of the
merger of Beni Stabili Gestioni S.p.A. - SGR in Investire Immobiliare S.p.A. SGR.
The average number of staff during the year was no. 91.5 (no. 93.5 in 2013).
140
6.4.5
Diffe re nce s be tw e e n
carrying am ount/tax
value of prope rty
Increa ses book ed to Income Sta tement
Def erred tax liabilities
Contingent assets f or previous years’ taxes
26,366
3,637
902
19
93
19
809
Increa ses not book ed to Income Sta tement
9
Tax payables
Untaxe d re ve nue s
and cos ts
de ducte d in
advance
-
Equity
Pas s -through taxation
of re al e s tate fund
Fair value of
re s ults and
he dging
re valuation of
ins trum e nts participating inte re s ts
28
-
-
-
-
-
-
9
976
-
31,007
921
-
112
-
809
-
-
-
Total
-
-
9
-
-
9
Decrea ses book ed to Income Sta tement
(4,011)
(3,587)
(20)
(976)
(8,594)
(4,011)
(3,587)
(20)
(5)
(7,623)
-
(971)
(971)
(8)
-
-
Decrea ses not book ed to Income Sta tement
-
Tax payables
-
-
-
-
-
Equity
-
-
(8)
-
(8)
Reversa l due to Ita l i a n LD 133/2014
(5,424)
Cha nge i n ba si s of consol i da ti on
-
17,842
-
-
-
-
-
-
-
69
-
-
(8)
(5,424)
17,911
As can be seen from the above table, the decrease for the year of deferred tax liabilities is attributable for
envisaged the tax exemption of the margins achieved with the sale of properties included in the SIIQ/SIINQ
regime. Consequently, the previously recorded taxes on hidden property margins were released to the
Income Statement.
Other increases and decreases recognised to the Income Statement mainly refer to: i) to the release of
deferred taxes recorded on sales margins of previous financial years, which are subject to taxation in five
financial years and to the tax effect relating to write-ups/write-downs of owned properties; ii) to the reversal of
deferred taxes recorded against the margin realised in 2009 through the repurchase of bonds issued by Imser
Securitisation 2 S.r.l.; iii) to the advance deduction of costs on the basis of tax regulations, but recognised as
assets for IAS/IFRS purposes.
With reference to the balance as at 31 December 2014 totalling 17,911 thousand of Euro, note that for the
most part this includes deferred taxes on : i) real estate portfolio of 17,842 thousand of Euro, related to
properties excluded from the SIIQ/SIINQ regime (9,067 thousand of Euro), shopping malls in relation to the
value of their business units (2,939 thousand of Euro) and deferred IRES taxes of capital gains on property
sales carried out in previous financial years (5,836 thousand of Euro); ii) untaxed revenues of 69 thousand of
Euro, which mainly include the taxes on the recognition over a straight-line basis of rents.
141
6.5
CURRENT LIABILITIES
6.5.1
Borrowings
31.12.2014
31.12.2013
-
Mortgage loans
80,102
348,041
105,277
11
4,326
24,168
21,141
Convertible bonds
110,536
5,690
Total current borrow ings
482,756
219,601
Other loans
Other borrow ings
-
Bonds
3,065
“Loans and other short-term borrowings": the balance as at 31 December 2013 is entirely attributable to the
use of committed and GTC short-term credit facilities, repaid during 2014.
“Mortgage loans": include the portion of medium/long-term mortgage loans maturing "within 12 months"
(347,992 thousand of Euro) and related interest accrued and not yet paid (49 thousand of Euro).
“Other loans": include interest accrued (11 thousand of Euro) of medium/long-term borrowings not secured
by mortgages, which will be paid in the short term.
As at 31 December 2013, the item includes the portion maturing "within 12 months" of the loans taken out to
finance the repurchase (in 2009) of part of the bonds issued by Imser Securitisation 2 S.r.l. These payables
were repaid as part of the early repayment of the Imser securitisation.
“Other borrowings”: the balance as at 31 December 2013 included the portion repayable "within 12 months”:
i) of the borrowings of Imser Securitisation S.r.l. for the early settlement of Interest Rate Swaps related to the
debt rescheduled with the securitisation transaction in 2002 (917 thousand of Euro); ii) of the debt for costs
related to the portion of borrowings considered repaid with the Group repurchase of bonds issued by Imser
Securitisation 2 S.r.l. (521 thousand of Euro).
Both payables were closed as part of the early repayment of the Imser securitisation
“Bonds”: the balance as at 31 December 2014 refers: i) for 20,190 thousand of Euro to the amount of payable
for nominal interest coupons accrued and not yet paid of Beni Stabili bonds; ii) for 3,978 thousand of Euro to
the balance of bonds issued as part of the Imser securitisation and not yet repaid at the reporting date. The
repayment of these bonds is expected in the short term.
“Convertible bonds”: the balance of the item of 110,536 thousand of Euro as at 31 December 2014 (5,690
thousand of Euro as at 31 December 2013) comprises: i) the carrying amount of the bond of nominal 225,000
thousand of Euro, issued in 2010 and maturing in 2015 (104,842 thousand of Euro) and the amount of the
relevant nominal interests accrued from the last coupon detachment (October 2014) up to 31 December 2014
(772 thousand of Euro); ii) the nominal interest coupons on the convertible bond maturing in 2018 (3,463
thousand of Euro) and on the convertible bond maturing in 2019 (1,459 thousand of Euro).
142
The following table shows the changes during the year in carrying amounts of the convertible bond maturing
in 2015 (excluding the maturing nominal interest coupons), by noting that as at 31 December 2013 this
borrowing was classified under non-current borrowings:
Nom inal value
Option value
105,538
Issue costs
Carrying am ount
(2,208)
(668)
102,662
-
1,676
504
2,180
105,538
(532)
(164)
104,842
Note that against a nominal interest rate of 3.875%, the effective interest rate, calculated only for accounting
purposes by separating the optional component of the borrowing at the initial date was equal to 6.17%.
For details on the fair value of borrowings, please see table in Note 6.4.1 above.
6.5.2
31.12.2014
31.12.2013
Trade payables
Suppliers
Payables for property purchases
Prepayments
16,758
21,937
7,993
9,761
50
Payables to the parent company FdR
Total trade payables
-
761
1,100
25,562
32,798
Tax payables
Current taxes for the period
VAT payable
Exit tax payable
Other tax payables
Total tax payables
883
11
2,993
2,238
20,036
19,811
712
1,089
24,624
23,149
Othe r payables
Social security payables
Staff
Lease payables
Sundry payables
370
562
1,039
1,369
33,330
35,116
4,068
5,844
Total other payables
38,807
42,891
Total trade and other payable s
88,993
98,838
“Suppliers”: the balance of this item as at 31 December 2014 is attributable for about half to payables
connected with modernisation projects of property and sundry improvements. Note that the balance as at 31
December 2014 includes amounts payable on invoices to be received for 10,626 thousand of Euro (12,020
thousand of Euro as at 31 December 2013) and amounts payable as holding guarantees for 2,839 thousand
of Euro (2,407 thousand of Euro as at 31 December 2013).
“Payables for property purchases": the balance of this item as at 31 December 2014 refers: i) for 3,672
thousand of Euro (5,440 thousand of Euro as at 31 December 2013) to the residual payable related to the
purchase, completed in December 2011, of property units in the arcade of "Il Ducale" shopping mall in
Vigevano (Pavia), due in the short term; ii) for 4,321 thousand of Euro (unchanged compared to 31
December 2013), to the last instalment of the payable for purchasing 31.8% of Sviluppo Ripamonti S.r.l.
143
“Prepayments”: the balance of the item refers entirely to a down payment made during the year by the
promisee purchasers of properties subject to preliminary sale agreement.
“Payables to the parent company FdR”: the balance represents the amount due to the parent company for
services provided to Beni Stabili S.p.A. SIIQ, for which details can be found in Note 9 below.
“Current taxes for the period”: in both years considered, the balance of the item refers entirely to the IRAP
payable for the period, equal to the pertaining tax of 1,157 thousand of Euro, shown net of the down
payments made of 274 thousand of Euro.
“VAT payables": the balance of 2,993 thousand of Euro (2,238 thousand of Euro as at 31 December 2013)
includes 1,208 thousand of Euro deferred VAT (908 thousand of Euro as at 31 December 2013).
“Exit tax payable”: as at 31 December 2014, this item includes the exit tax to be paid for the fifth and last
instalment of the exit tax, which will be paid in June 2015, plus accrued interests payable. As at 31 December
2013, the item included the exit tax (plus accrued interests) for the fourth instalment of the tax that was paid in
June 2014.
“Other tax payables": this item mainly refers to withholding tax payables.
“Staff": includes amounts due to staff for outstanding leave and extra months' pay.
“Lease payables": the balance regards rents and incidental expenses billed in advance but accruing in future
periods (24,424 thousand of Euro as at 31 December 2014 and 24,601 thousand of Euro as at 31 December
2013) and guarantee deposits and advances received from tenants (8,906 thousand of Euro as at 31
December 2014 and 10,515 thousand of Euro as at 31 December 2013).
“Other payables": this item primarily includes: i) 2,286 thousand of Euro (2,829 thousand of Euro as at 31
December 2013) as the share of the contribution, received from Ferrovie dello Stato S.p.A., still to be used,
regarding urban development costs on the Garibaldi Complex. Please refer also to Note 8 below; ii) 737
thousand of Euro (791 thousand of Euro as at 31 December 2013), payable to Group directors and statutory
auditors; iii) 232 thousand of Euro, payables for condominium expenses (223 thousand of Euro as at 31
December 2013); iv) 122 thousand of Euro (207 thousand of Euro as at 31 December 2013), other accruals
and deferrals; v) 107 thousand of Euro, payables for litigations to be settled (unchanged compared to 31
December 2013).
During 2014, the payable corresponding to the cash received from the seller of the area in Milan, Via
Schievano for the relevant reclamation works (equal to 602 thousand of Euro as at 31 December 2013).
6.5.3
144
31.12.2013
Release
s
Provisions
Tax provisions
2,377
1,422
Other provisions for risks and charges
3,243
550
Total
5,620
1,972
-
Reclassification to
"liabilities linked to
assets held for sale"
Uses
(6)
-
(29)
(232)
(381)
(29)
(238)
(381)
31.12.2014
3,793
3,151
6,944
“Tax provisions": refers to provisions for liabilities that may arise as a result of tax audits and other probable
tax liabilities. The provision for the period refers: i) for 333 thousand of Euro, to the portion of taxes that Beni
Stabili S.p.A. SIIQ may be required to pay on maturity of the existing convertible bonds (pursuant to Ministry
of the Economy and Finance Decree of 8 June 2011), if the bonds are not converted, on the total reserve
corresponding to the optional component of the unconverted bonds; ii) for 541 thousand of Euro, to
provisions for potential liabilities for requests of IMU additions of previous years; iii) for 548 thousand of Euro
to provisions for other potential liabilities as a result of tax inspections for income taxes.
“Other provisions for risks and charges": include provisions for risks relating to litigation pending and to
provisions for probable future charges related to properties in the real estate portfolio.
The provisions for the period mainly refer: i) to potential commissions to be paid by Beni Stabili Gestioni
S.p.A. - SGR of 381 thousand of Euro (this amount was reclassified as at 31 December 2014 in the item
“liabilities linked to assets held for sale”); ii) to a provision for probable future charges related to expenses on
litigations of 159 thousand of Euro); iii) to liabilities on minor litigations of 6 thousand of Euro; iv) to the
integration of the provision for risks for the measurement of Equity of the investment in Beni Stabili Hotel
S.A. of 4 thousand of Euro.
The decreases for the year refer to uses of 232 thousand of Euro and to releases of 29 thousand of Euro. It
should be noted in particular the settling of a legal dispute with a service provider related to electricity
consumption, which involved the use of provisions set aside of 121 thousand of Euro and a corresponding
release for the excess not used of 29 thousand of Euro.
6.5.3
Liabilities related to Assets held for sale
The balance as at 31 December 2014 of 2,447 thousand of Euro, refers entirely to the liability of Beni Stabili
Gestioni S.p.A. - SGR, which was classified in this item pursuant to the accounting standards of reference,
considering the merger of this Company in Investire Immobiliare S.p.A. SGR effective as from 1 January
2015.
6.6
INCOME STATEMENT
Below are the details of the main Income Statement items for the year. For the comments on the changes
with respect to the values compared to the same period of the previous year, see the information provided in
the section of the Management Report under "Financial Review – Results for the year" which is an integral
6.6.1
Net rental revenues
145
31.12.2014
Rents
31.12.2013
227,372
Revenues from termination of lease contracts
Total rental revenues
231,691
1,284
8
228,656
231,699
Write-dow n/losses and release of funds - tenants
(2,369)
(4,536)
Total w rite-dow n/losses and release of funds - tenants
(2,369)
(4,536)
Lease contract registration tax
(2,390)
(2,488)
Local property tax
(21,594)
(20,524)
Maintenance and property management costs
(14,051)
(15,597)
(554)
(548)
Costs for lease of buildings subleased by the Group
Recovery of costs from tenants
7,024
Recovery of costs for insurance indemnities
7,078
19
Brokerage costs for lease contracts
77
(577)
(468)
Total costs
(32,123)
(32,470)
Total property costs
(34,492)
(37,006)
Total net rental revenues
194,164
194,693
6.6.2
31.12.2014
31.12.2013
Property administration service revenues
795
562
Other service revenues
282
496
Fees f rom management of close-end real estate f unds
11,917
12,041
Total service re ve nue s
12,994
13,099
Expenses f rom management of closed-end real estate f unds
(1,328)
(2,634)
(943)
(733)
Other service costs
Write-dow ns of and losses on receivables f or services
(1,381)
-
Total costs for se rvice s
(3,652)
(3,367)
9,342
9,732
Total net se rvice re ve nue s
146
6.6.3
Operating costs
31.12.2014
31.12.2013
Salaries and w ages
(6,023)
(6,364)
Social-security contributions
(1,956)
(2,007)
(491)
(433)
Costs for f ree share plans (*)
(250)
(217)
Retirement incentives
(326)
(376)
Other staf f costs
-
(6)
Total staff costs
(9,046)
(9,403)
Legal, administrative and technical advisory services and other expenses f or services received
(8,963)
(9,125)
Services provided by the parent company FdR
(540)
(364)
Share management and listing expenses
(356)
(305)
Remuneration to directors and auditors
(2,791)
(2,737)
Leases payable
(2,132)
(2,210)
Total overheads
(14,782)
(14,741)
(23,828)
(24,144)
(*)
This cost was recognised in 28 thousand of Euro (157 thousand of Euro in 2013) against Equity and 222 thousand of Euro (60 thousand of Euro in
2013) against a payable to the parent company FdR, given the methods of regulation of the underlying plans. In particular, for the plans assigned in
2012, 2013 and in 2014, the Group pays (in equal instalments over their life) FdR a fair value price (on the assignment date) of the options assigned
to its employees. For this reason, the cost was recognised against a corresponding debit entry, rather than as an increase in equity.
6.6.4
31.12.2014
Contingent assets for previous years' taxes
31.12.2013
-
Use of provisions for risks and w rite-dow n of receivables
Other revenues and income including other contingent assets
288
2,854
416
Total other revenues and incom e
Amort./depreciation/w rite-dow n of tangible and intangible assets, w rite-dow ns of receivables and provisions for risks
Other taxes
1
33
2,887
705
(16,096)
(4,174)
(1,084)
(942)
Contingent liabilities for previous years’ taxes
-
Other costs and charges including other contingent liabilities
(200)
(819)
(855)
(17,999)
(6,171)
Total
(15,112)
(5,466)
6.6.5
Property sales
31.12.2014
31.12.2013
Trading properties Investment properties
Sales revenues (*)
Carrying amount of the properties transf erred
Brokerage and transaction costs (**)
Total cost of sales
(*)
(**)
Held for sale
properties
Trading properties
Investment
properties
Held f or sale
properties
9,297
74,500
24,240
8,755
28,000
97,314
(9,219)
(71,603)
(24,037)
(8,334)
(26,853)
(93,531)
(11)
(623)
(211)
(135)
(223)
(1,139)
(9,230)
(72,226)
(24,248)
(8,469)
(27,076)
(94,670)
67
2,274
(8)
286
924
2,644
A trading land expropriation compensation (valued at zero in the financial statements) of 54 thousand of Euro was classified in this item.
This item includes 629 thousand of Euro (700 thousand of Euro as 31 December 2013) of costs related to sales of previous financial years.
147
6.6.6
Description
31.12.2014
Total financial incom e
Financial charges on mortgage loans
31.12.2013
1,973
902
224
426
2,197
1,328
(19,898)
(30,387)
Financial charges on other borrow ings
(336)
(779)
Financial charges on bonds
(29,550)
(18,852)
Financial charges of convertible bonds
(14,450)
(10,056)
Interest rate spreads paid on hedging instruments
(21,878)
(35,476)
Interest rate spreads paid referred to Imser securities repurchased by the Group
(2,822)
(4,123)
(88,934)
(99,673)
(3,601)
(5,316)
(2,942)
(3,528)
(7,586)
(4,877)
(469)
(8,051)
M edium to long term financial charges - non-cash portion
(14,598)
(21,772)
Financial charges on short-term borrowings - cash portion
(421)
(1,416)
(1,796)
(2,352)
M edium to long term financial charges - cash portion
Charges for transfer to the Income Statement of the Cash Flow Hedge Reserve exceeding the differentials paid
Non-utilisation commissions (on medium/long-term and short-term borrowings)
Ineffective changes of derivatives
Change in fair value of the conversion options relating to the convertible bonds w ith maturity 2018 and 2019
(2,852)
10,995
(25,564)
7,668
(579)
(772)
Costs for rescheduling of hedging instruments
Costs for new hedging instruments
(1,500)
Fair value change in hedging instruments immediately passed to the Income Statement
17,387
(1,930)
(4,583)
(101,202)
(680)
Inflation swap differentials
Financial charges corresponding to the reversal of reserves from "Cash Flow Hedge" for early settled hedging instruments and related costs
Financial charges for early settlement of borrow ings and hedging instruments
(71,246)
(7,029)
(1,773)
(5,601)
(174,221)
(13,310)
Financial charges on property sales and early redemptions
(504)
(30,495)
(788)
(1,253)
(313,183)
(126,972)
Total
(310,986)
(125,644)
6.6.7
Income/charges from associates and other companies
31.12.2014
31.12.2013
Write-up of investments in associates
676
Capital gains from disposal of investments in associates
-
Write-dow n of investments in associates
546
(4)
Total incom e/(charges) from ass ociates
672
Write-dow n of investments in other companies
(18,272)
Write-up of investments in other companies
-
Dividends
(18,240)
148
(33)
1,218
(1,701)
26
32
Total incom e/(charges) from other com panies
705
56
(1,619)
6.6.8
Income tax
31.12.2014
Current taxes
31.12.2013
(2,373)
(3,528)
7,511
Deferred tax assets
271
(721)
23,846
4,417
20,589
(1,776)
205
Recalculation of deferred tax liabilities and deferred tax assets relating to previous years (*)
(62,913)
4,484
(64,689)
4,689
Total taxes
(60,272)
25,278
(*)
The item, for 2014, includes the amount of 62,191 thousand of Euro for the release of deferred tax assets as a result of the regulations introduced
in the financial year by Italian Law Decree 133/2014.
Current and deferred taxes for the year are detailed in the following table.
IRES
Current taxes
IRAP
(428)
Total
(1,945)
IRES
(2,373)
IRAP
(2,383)
Total
(1,145)
(3,528)
Deferred tax assets for:
- tax losses
- difference betw een carrying amount and tax value of properties
(11)
(1,973)
- differences betw een carrying amount and tax value of investments
and quotas of funds
1,387
- costs not deducted
(103)
Total deferred tax assets
(700)
(21)
-
(11)
24
(1,994)
22,847
-
24
58
22,905
1,387
927
53
980
-
(103)
(52)
(11)
(63)
(21)
(721)
23,746
100
23,846
Deferred tax liabilities for:
- difference betw een carrying amount and tax value of properties
- differences betw een carrying amount and tax value of investments
and quotas of funds
- income from the application of effective interest rate method
- untaxed income for recognition of fair value of hedging instruments
- Capital gain for repurchase of Imser securities
3,923
2
-
(5)
20
3,576
(5)
(528)
344
(184)
2
(277)
(56)
(333)
-
-
- other minor differences
Total deferred tax liabilities
7,516
(5)
General total
6,388
(1,971)
149
3,918
-
-
5
20
-
44
5
-
3,576
763
-
(5)
7,511
(24)
288
4,417
(17)
21,346
(757)
44
763
(24)
271
20,589
6.6.9
Earnings per share
For both years under comparison, as required by IAS 33 "Earnings per share", the Income Statement
indicates the basic and diluted earnings/(losses) per share in relation to the net Group income, attributable to
holders of ordinary equities of the Parent Company.
To this end, basic earnings per share have been calculated as the ratio of the net Group income to the
weighted average of ordinary shares in issue during the year.
The share average, for the purposes of calculation of diluted earnings per share, was determined by adding
the weighted average of ordinary shares in issue in the year, used to calculate basic earnings per share, and
the weighted average of potential additional ordinary shares, with dilution effects, considered as converted to
ordinary shares from the start of the period or their issue date, if later. The net income for the year used to
calculate the diluted earnings per share was subsequently adjusted for costs for the year (net of the related
tax effect) in relation to the financial instruments corresponding to the potential additional ordinary shares with
diluting effects, assuming that such costs would not arise if the potential shares were converted.
It should be noted that said potential ordinary shares in issue are only considered to have a dilutive effect
when their conversion to ordinary shares has the effect of reducing earnings per share or increasing the loss
per share.
There are no potential shares with a dilutive effect for 2014, whereas for 2013 there was a dilution due to
potential shares from convertible bonds.
2014 financial year
2013 financial year
Net Group income (thousand of Euro)
(231,605)
(4,212)
Net Group income adjusted to calculate diluted earnings per share (thousand of Euro)
(231,605)
(13,683)
Weighted average of ordinary shares in issue during the year
1,985,136,020
1,915,341,904
Weighted average of ordinary shares for the year for the diluted earnings per share
1,985,136,020
2,000,638,791
Basic earnings per share
(0.11667)
(0.00220)
Diluted earnings per share
(0.11667)
(0.00684)
150
7
LITIGATION AND CONTINGENCIES
Civil litigations
A litigation against the Municipality of Rome and other litigations relating to an appeal against the
expropriation order regarding land in Rome (Granai di Nerva district)
This is a litigation against the Municipality of Rome, arising in the eighties between Iniziativa Granai di Nerva
S.r.l. (subsequently merged with Sviluppi Immobiliari S.p.A. in 2005, in turn merged with Beni Stabili S.p.A.
SIIQ in 2007), regarding the expropriation of the land in Granai di Nerva, Rome.
The judgements passed in 2003 following the outcome of judgements at first instance (43 in number), aimed
at determining the extent of compensation, established the Group's right to damages for reverse accession of
the area in favour of the Municipality of Rome. These judgements were challenged before the Court of
Appeal, as the damages awarded by the judges of the court of first instance was insufficient in relation to the
effective damages incurred and this also in the light of some errors contained, as identified by the claimant
Company and its counsels, in the expert appraisals presented in court. Therefore, during the appeal, the
Constitutional Court, with judgements no. 348/07 and no. 349/07, established the unconstitutionality (on the
basis of Article 117 of the Constitution and Article 1 of the additional Protocol of the European Court of
Human Rights) of Article 5 bis, section 7 bis, of Law no. 359 of 1992, in the part that provides for a reduction
of expropriation compensation in case of illegal occupation of land for reasons of public utility, in place of
compensation based on the selling value of the occupied area.
Subsequently, in the judgements passed in 2008 by the Court of Appeal, the criteria for calculating the
interest due to Beni Stabili were made more favourable. However, considering that the mentioned decisions,
albeit increasing the amount of the compensation in favour of the claimant Company, did not take the
aforementioned rulings of the Constitutional Court into due consideration, Beni Stabili presented subsequently
no. 42 appeals before the Court of Cassation against all the mentioned court orders (except for a dispute for
which the Court of Appeal had established the extinction of the legal right to compensation for damages) on
the basis of the following legal considerations: i) breach and unfounded application of the principles
established by the Constitutional Court in judgement 349/07; ii) invalidity of the judgement and proceedings
for failure to rule on the grounds for appeal regarding the objections made by the claimant Company with
regard to the expert appraisal made by the Court.
In 2011 and 2012, the Court of Cassation rejected the appeals lodged by Beni Stabili. However, considering
that the Court of Cassation does not seem to have considered any assessment on the actual market value of
assets but seems to have ruled on the basis of an uncritical adherence to expert opinions, Beni Stabili
decided to enforce its own reasons by proposing a repeal judgement of the sentences issued.
Consequently, during the first half of 2013, appeals for cancellation against the judgements of the Court of
Cassation were filed; the hearings were held in the last months of 2013 and in the first months of 2014.
However, the judgements of the Court of Cassation that rejected the lodged appeals for cancellation were
filed. Therefore, Beni Stabili considered to align the carrying amount of the expropriated assets with what is
due to it pursuant to the judgements passed by the Court of Appeal and that are no longer subject to further
appeal.
151
Litigation against the Municipality of Rome relating to an appeal against the expropriation order
regarding the land in Rome (Pietralata district)
The action brought in 2001 by Immobiliare Pietralata 87 S.r.l. (company merged in Sport Garden 90 S.r.l. in
2003, which was subsequently merged in Sviluppi Immobiliari S.p.A. in 2007, merged in turn in Beni Stabili)
against the Municipality of Rome regards an appeal against the expropriation order regarding land located in
Via del Tufo, in the district of Pietralata in Rome (18,497 sq.m.) and, in particular, the calculation of the
compensation for expropriation acknowledged by the Municipality of Rome.
The sentence issued by the Court of Appeal of Rome on 16 May 2005, partially upholding our claims,
established the expropriation compensation at 1,434 thousand of Euro. In addition to this compensation, the
Court of Appeal also recognised the legal interest from the date of the expropriation order up to the payment
date, legal costs and the expert appraiser's expenses. However, the Company appealed to the Court of
Cassation against the mentioned judgements of Italy's Court of Appeal in order to obtain higher
compensation, even though the amount recognised fully covered the carrying amount of the expropriated
assets (979 thousand of Euro). In the meantime, in keeping with the principle set out by the Constitutional
Court in 2007, the 2008 Finance Act changed the criteria for calculating compensation for expropriation,
comparing it to the sale price of the expropriated property.
Therefore, the judgement of the Court of Cassation, filed on 22 May 2013, quashed the judgment under
appeal and calculated the expropriation compensation of 2,865 thousand of Euro, plus legal interests to be
calculated as from the date of the expropriation order on the amount due net of the amount already deposited
with Cassa Depositi e Prestiti.
The procedure for collecting the amount of 1,808 thousand of Euro is currently underway deposited with the
Ministry of Economy and Finance as a result of the approval issued by the Municipality of Rome, with
director's decision no. 1090 of 23 September 2014 and delivered to Beni Stabili on 22 January 2015.
Litigation against the Municipality of Rome relating to the sale of a property in via Valle dei Fontanili,
Rome
A litigation originally started by Edil Laurenthia 72 S.p.A. (merged in Sviluppi Immobiliari S.p.A. in 2005, in
turn merged in Beni Stabili in 2007) against the Municipality of Rome, relating to the request for payment by
the Company of the balance of the price for the sale in favour of the mentioned Municipality of a serviced
accommodation in Rome, known as “Residence Fabianella”, is pending to date. In 2004, the Court of
Cassation quashed the ruling on appeal that had confirmed the judgement requiring the Municipality of Rome
to pay a total amount of 4,241 thousand of Euro (carrying amount of the expropriated assets) equal to the
difference between the price agreed in the sales document and the price subsequently decreased by the
Municipality of Rome. Therefore, the interpretation of the contractual will of the parties in relation to whether
reference should be made or not to the regulations governing contracts with public authorities was referred to
another section of the Court of Appeal.
In the proceedings following referral of the case before the Court of Appeal, Beni Stabili reiterated its claim
that, in view of the fact that the price stated in the contract of sale (entered into with the Municipality of Rome
in 1990) was agreed conventionally by the municipality under private law, it should have been acknowledged
and paid in full, as provided for in the contract.
Judgement no. 3575/09 of the Court of Appeal deposited in September 2009 established that the price that
152
had to apply to the sale was not the one agreed by the parties but the one determined by considering the
lease value of the property in accordance with Article 12-24 of Italian Law 392/78. Hence, the Court of Appeal
believed that the intention of the Parties was to make a “fixed” reference to the law provisions mentioned
above in order to calculate the price of the sale and that, as a consequence, this reference would work
despite the subsequent repeal of the law provisions that enacted this method for calculating the purchase
price. Therefore, the judgement refused to recognise the right of Beni Stabili to the amount of 4,241 thousand
of Euro as the price difference of the sale. In 2010, Beni Stabili lodged an appeal against this ruling before the
Court of Cassation.
By judgement deposited on 2 December 2013, the Court of Cassation rejected the appeal. Beni Stabili, also
according to the opinions expressed by its legal counsels, believes that there are valid reasons of law to
uphold that this judgement of the Court of Cassation is affected by an error of fact, and therefore, resolved
upon proposing an appeal for the cancellation of the decision of the Court of Cassation in order to protect at
best its own claims; appeal that was notified at the beginning of June 2014.
However, subsequently, considering that the Court of Cassation is recently becoming fixed on a rather
restrictive position on the identification of the errors known as “revocatory” (going back to conservative
positions), Beni Stabili deemed it appropriate to fully write down its carrying amount of the expropriated
assets.
Litigations against Fallimento Magazzini Darsena S.p.A., Fallimento Darsena F.M. S.r.l. and Partxco
S.p.A.
As from 2010, Beni Stabili started several litigations before the competent trial courts in order to acknowledge
its right to obtain the payment of the rents not paid by Magazzini Darsena S.p.A. and by its sub-tenant
Darsena FM S.r.l., in relation to the shopping mall Darsena City in Ferrara.
Moreover, a claim for arbitration was filed by Beni Stabili with the Milan Arbitration Chamber, for
ascertainment of the legitimacy to obtain an adjustment reducing the sale price paid to the seller Magazzini
Darsena S.p.A. for the purchase of the aforementioned Shopping Mall, together with ascertainment of the
obligation of Magazzini Darsena S.p.A., Darsena F.M. S.r.l. and the parent company Partxco S.p.A. (the latter
two as jointly liable) to pay future rents and the penalty already accrued due to failure to deliver a further part
of the Shopping Mall. On 8 July 2013, this arbitration ended with the lodging of the award by the Arbitration
Court, which primarily ordered (i) Partxco to pay 12.5 million of Euro by way of compensation due to nonpayment of rents, (ii) Magazzini Darsena and Partxco to pay 16 million of Euro by way of penalty due to delay
in delivery of the property unit "B" and (iii) Magazzini Darsena, Darsena FM and Partxco to pay 2.5 million of
Euro by way of price adjustment of the property unit "A" (an amount that Beni Stabili has already collected
through the enforcement of the bank guarantee issued by the counterparties for this purpose and mentioned
below). Finally, the counterparties were ordered to refund some legal costs as well as three fourths of the
expenses of the arbitration proceedings.
Moreover, in the meantime, during the course of the mentioned litigations, the bank guarantee of 2.5 million of
Euro handed over by Magazzini Darsena, as a guarantee for the payment for adjusting the sale price, was
enforced. This bank guarantee was collected subsequently as a result of the judgement in favour of Beni
Stabili, delivered in the injunction judgement of the enforcement started by Magazzini Darsena and ended
positively during the claim.
153
As a result of persistent disclosures of the increasingly difficult situation of the counterparties and in the
absence of proposals from the parties themselves that would allow conclusion of the proceedings, Beni Stabili
and the co-owner of the shopping mall, IGD S.p.A. SIIQ, have also presented, pending the course of the
above mentioned judgements, the claims for declaration of bankruptcy of the companies concerned in order
to obtain, as soon as possible, the availability of the business conducted in the shopping mall, with a view to
its relaunch. These proceedings were then concluded, following the release of the arbitration award, with the
declaration of bankruptcy, on 29 July 2013, of Magazzini Darsena and Darsena FM.
Following the aforementioned declaration of bankruptcy, Beni Stabili was then able to reach an agreement on
29 October 2013, as a partial settlement, with the receiver. By virtue of the mentioned settlement agreement,
the property was returned to Beni Stabili by Magazzini Darsena, the Company acquired the firm (with the
relating marketing authorisations) from Darsena FM for 0.3 million of Euro plus taxes, cancelled the
preliminary agreement for the purchase of the adjacent property called property B and its related contracts,
obtained the final acceptance by Magazzini Darsena of the price reduction of 2.5 million of Euro for the
trading of property A (an amount that Beni Stabili has already collected through the enforcement of the surety
mentioned above). As part of the mentioned transaction, Beni Stabili did not waive all the receivables accrued
until the declaration of bankruptcy and recognised by the judgements passed as a result of the judgements
undertaken with regard to the bankrupt companies that therefore were almost entirely admitted to bankruptcy
proceedings.
On 12 June 2014, the company Partxco S.p.A. filed an appeal to the Court of Appeal of Milan against the
arbitration award issued by the Arbitration Court in July 2013. As a result of this notification, Beni Stabili
lodged a bankruptcy petition with regard to the company Partxco, (in arrangement before bankruptcy).
Recently, the Company became aware of the declaration of bankruptcy also of the mentioned company after
which the arbitration was interrupted. Therefore, the decision of the receiver on whether these proceedings
will be resumed is still pending.
154
Tax litigations and inspections
Below are the main tax litigations that involved Group companies during the year.
I.
Litigations related to the parent company Beni Stabili S.p.A. SIIQ
In relation to tax inspections, note that, during the previous year, the Tax Authority informed Beni Stabili
S.p.A. SIIQ that it would have started a general tax inspection for the 2011 tax period, which to date has not
yet started.
Notice of settlement concerning acquisition of the investment in Immobiliare Fortezza S.r.l.
In 2009, Beni Stabili S.p.A. SIIQ received a notice of settlement for registration tax, stamp duty and land
registry tax regarding the purchase from Fondo Pensioni per il Personale della Banca Commerciale Italiana
(the Comit Fund), finalised in 2006, of the investment in Immobiliare Fortezza S.r.l., transferee company of
the real estate portfolio of the Comit Fund. In the notice, the Tax Authority requested the payment of a total
amount, for taxes and interest on the date of notice, of 114,961 thousand of Euro; the same notice of
settlement, laying claims of the same amount and for the same reason, was notified to the counterparty Comit
Fund, jointly and severally liable of the Company with regard to the Tax Authority.
The notices of settlement are based on the requalification of transaction for the direct transfer of the real
estate portfolio from the Comit Fund to Beni Stabili S.p.A. and, therefore, on the substantial refusal to
acknowledge the applied facility (through taxation in a fixed proportion, as envisaged by Article 18 of Italian
Legislative Decree no. 124/1993 for pension funds) at the time of transfer of the properties to the transferee
company, resulting in the application of proportional taxes usually due for the sale of the properties.
Both the Company and the Comit Fund appealed to the Provincial Tax Commission of Milan that, by
judgement deposited on February 2010, fully rejected the appeals, confirming the tax authority claims.
Consequently, both the Company and the Comit Fund (following a transitional arrangement intended to
regulate relationships in the course of proceedings and without prejudice to mutual rights of recourse at the
end of the proceedings) paid 58,211 thousand of Euro each, 50% of the amounts requested for payment, plus
accrued interest in the course of the proceedings.
In August 2010, the Company and the Comit Fund filed an appeal against the first instance judgement, with
which the claims of the notice of settlement were confirmed, before the Regional Tax Commission of
Lombardy that fully accepted the company’s appeal. Therefore, in April 2012, the Tax Authority refunded the
amounts claimed by the notice of settlement and 50% paid, pending judgement, by the Company and by the
Comit Fund as a result of the unfavourable judgement issued by the judges of the court of first instance.
The judgement issued by the second instance judges in favour of the company (and of the Comit Fund) was
appealed before the Court of Cassation by the government lawyers on behalf of the Tax Authority. In April
2012, the Company (like the Comit Fund) filed a counter-appeal and cross-appeal before the Court of
Cassation to resist the tax claims and obtain the confirmation of the favourable ruling of the court of appeal;
the date for the hearing has still not been set.
The economic importance of the dispute together with the fact of being highly debatable, because of the
strong changes in case law, of the legal issues brought to the attention of the tax courts in the dispute in
155
question (that caused initially the Company to lose the lawsuit in the first instance, resulting in a provision for
risks of 42,000 thousand of Euro and subsequently win the lawsuit in the second instance, by releasing the
fund for the same amount) lead to continue to consider that it would be unlikely for a final liability to arise as a
result of the judgement, albeit possible.
Notice of assessment concerning disposal of the investment in Telemaco Immobiliare S.p.A.
In 2007, Sviluppi Immobiliari S.p.A. (merged into Beni Stabili S.p.A. SIIQ) received a notice of assessment
with a demand for higher IRAP taxes of 2,710 thousand of Euro plus penalties and interest, for the alleged
failure to pay taxes in 2002 on the capital gains achieved from the disposal of its investment in Telemaco
Immobiliare S.p.A. A claim was made against this notice of assessment with the Provincial Tax Commission
and the Regional Tax Commission of Lazio; both of them confirmed the claims of the Tax Authority. Against
the judgement issued by the second instance judges, supported by reasons with invalid and groundless
allegations, the Company filed an appeal with the Supreme Court of Cassation and the date for the hearing
has still not been set.
In accordance with the specific validity of the legal arguments that made to support the Company's rationale
before the Court of Cassation and the fact that the court may therefore overturn the previous rulings against
the Company, we believe that, including on the basis of the tax opinions received, it would be unlikely for a
liability to arise, with the resulting right to reimbursement of the amounts paid pending judgement (6,178
thousand of Euro, recognised as tax receivables).
Notice of IRES tax assessment - tax period 2008
Following a general tax audit relating to the 2008 tax period, on 17 December 2013, the Tax Authority served
the notices of assessment with which it made an upward adjustment to the IRES, IRAP and VAT taxes of
3,655 thousand of Euro, plus penalties and interests. The complaints contained in the tax deeds mainly
concern the contested deductibility of interest expense related to mortgage loans for alleged violation of
Article 96 of the TUIR and for the services rendered by the controlling company Foncière des Régions S.A.
As described below, the company, in January 2015, signed a settlement before the court procedure with the
Tax Authority, with which it settled the disputes for the services rendered by the parent company Foncière des
Régions S.A. and other minor disputes. Therefore, the dispute continues only for the controversial
deductibility of interest expense related to mortgage loans for alleged violation of Article 96 of the TUIR, with a
tax claim of 2,786 thousand of Euro plus penalties and interests.
The claim of the Tax Authority, also on the basis of tax opinions obtained, is held to be generally illegitimate
and was validly contested by the company in the appeal filed in February 2014; the date for the hearing has
still not been set.
Based on the debatability of the objections raised and on the consistency of defensive reasons of the
Company carried out in the defensive deeds, it would be unlikely – also as a result of the lack of case law
precedents on the specific issue, – for a final liability to arise as a result of the judgement, albeit possible.
Consequently, no provisions have been recorded in this regard.
Notice of IRES and IRAP tax assessment - tax period 2007 and 2008
156
In January 2015, the company defined, by means of the settlement before the court, the litigation established
as a result of the notice of assessment received for the contested deductibility, for IRES and IRAP purposes,
of the costs for the services rendered by the parent company Foncière des Régions S.A. for the 2007 tax
period.
As part of the agreement for the settlement before the court related to the 2007 tax period, the company was
able to partially settle also the litigation established for the 2008 tax period, with reference to the findings for
the deductibility of the services rendered by the parent company Foncière des Régions S.A. and of other
minor litigations on IRES, IRAP and VAT. The agreement reached is met with the provisions set aside in time
for potential tax liabilities.
The litigations at issue will be settled as a result of the specific decree of partial or total settlement of the
judgements in progress, which will be adopted by the competent Provincial Tax Commission of Rome, it being
understood that, as said previously, for the 2008 tax period the litigation will continue in relation to the only
litigation related to the non-deductibility of interest expenses on mortgage loans for alleged violation of Article
96 of the TUIR, for which reference is made to what is described below.
On 21 May 2014, the Tax Authority, acknowledging the findings proposed in the Report on Findings of the
verification concerning exclusively the correct deductibility of interest expense for IRES purposes pursuant to
Article 96 TUIR for the 2009 tax period, served the notice of assessment with which it requested the payment
of an upward adjustment to the IRES tax of 1,821 thousand of Euro, plus penalties and interests.
On 18 July 2014, a claim was filed before the relevant Provincial Tax Commission of Rome; the date for the
hearing has still not been set.
As for the 2008 tax period, this claim is considered, also on the basis of tax opinions obtained, baseless as
well, and was validly contested in the filed appeal, consequently it was unlikely for a potential liability to arise,
albeit possible, and therefore, has not given rise to any provision in these financial statements.
Notice of IRES tax assessment - tax periods 2002/2003
In 2005, two notices of assessment were notified, following the tax inspection undergone for the 2002 and
2003 tax periods, with a claim for upward adjustment to taxes of 284 thousand of Euro and 1,561 thousand
of Euro, respectively. For the 2002 tax period, in May 2014, the hearing took place at the Regional Tax
Commission of Rome, which accepted the reasons of the Company; the terms for a possible appeal before
the Court of Cassation by the Office are still pending.
Whereas, with regard to the 2003 tax period, after two judgements favourable to the Company, the
judgement is still pending before the Supreme Court of Cassation; the date for the hearing has still not been
set.
On the basis of the grounds for resistance presented in the previous judgements, we believe that, also based
on tax opinions obtained, it is reasonable to consider that the reasons of the Company would continue to be
accepted.
Notice of IRES and IRAP tax assessment - tax period 2004
157
Following a general tax audit relating to the 2004 tax period, the Tax Authority served a notice of findings
during 2009 with which it made an upward adjustment to the IRES and IRAP due from the Company, with a
demand for total higher taxes of 1,162 thousand of Euro, plus penalties and interest. The claims made in the
demand mainly concern recalculation of the capital gains realised following the transfer of a property to a real
estate fund.
On 5 May 2014, Beni Stabili S.p.A. SIIQ, as a result of the appeal of the Office against the judgement issued
by the first instance judges that had fully accepted the reasons of the Company, appeared before the
Provincial Tax Commission of Lazio, which confirmed the decision of the judges of the court of first instance
during the hearing of 11 November 2014. The terms for a possible appeal before the Supreme Court of
Cassation by the Tax Authority are still pending.
Therefore, the company is preparing the demand for compensation of the amounts paid pending judgement
(722 thousand of Euro, recognised as tax receivables).
Notice of settlement concerning acquisition of the investment in Montenero S.r.l.
In 2009, the Milan Tax Authority served Beni Stabili S.p.A. SIIQ (as the incorporating company of Sport
Garden '90 S.r.l.) with a notice of settlement of registration tax on the acquisition of the global investment in
Montenero S.r.l., a company established by the seller following the transfer of the Montenero di Bisaccia
shopping mall business unit. The Tax Authority saw fit to requalify the transaction described into a single
contract for the direct transfer of the business unit, with the subsequent demand for payment of
"supplementary" registration tax of roughly 400 thousand of Euro, plus interest and penalties. In June 2012,
Beni Stabili S.p.A. SIIQ, as a result of the appeal of the office against the judgement issued by the second
instance judges, which had fully accepted the reasons of the Company, appeared before the Supreme Court
of Cassation; the date for the hearing has still not been set.
Following a general tax inspection relating to the 2005 tax period, the Tax Authority, during 2010, served a
notice of assessment with which it contested the use of prior tax losses, making an upward adjustment to
taxes 341 thousand of Euro, plus penalties and interest.
In April 2014, Beni Stabili S.p.A. SIIQ, as a result of the appeal of the Office against the judgement issued by
the first instance judges that had fully accepted the reasons of the Company, appeared before the Provincial
Tax Commission of Lazio; the hearing will be discussed next February 2015.
The Tax Authority claim, also based on tax opinions obtained, is considered unlawful and unlikely for a
liability to arise, with the resulting right to reimbursement of the amounts paid pending judgement (139
thousand of Euro recognised as tax receivables).
Tax-assessment notice concerning the disputed offsetting of a VAT tax receivable
In 2012, Beni Stabili S.p.A. SIIQ, received a tax-assessment notice by which the Tax Authority rejected the
validity of offsetting the VAT receivable amounting to 149 thousand of Euro, deriving from merged
Companies and used within the VAT procedure of the Beni Stabili group, applying penalties and interest. In
July 2012, a claim was filed before the relevant Provincial Tax Commission of Rome and the date for the
158
II. Litigations concerning other Companies in the Group
Beni Stabili Development S.p.A. - Tax collection notice concerning the disputed offsetting of an IRES
tax receivable
In 2012, the Company received a tax-assessment notice by which the Tax Authority rejected the validity of
transferring the IRES receivable amounting to 175 thousand of Euro, from Beni Stabili S.p.A. to Beni Stabili
Development S.p.A. and used by the latter for offsetting the payment of its taxes.
As a result of the appeal filed by the Company in June 2012 with the Provincial Tax Commission of Rome,
the Tax Authority issued, before the hearing, a full tax relief order of the challenged tax-assessment notice.
Therefore, the litigation has been settled; the amounts paid pending judgement is still to be refund (272
thousand of Euro and recognised as tax receivables).
8
COMMITMENTS
Except for the matters described below, as at 31 December 2014, there were no significant contractual risks
and commitments other than those covered by standard guarantees given by the Group in relation to
property sales and investment disposals.
With reference to the urban development costs relating to the Garibaldi complex development project, note
that, in order to issue the building permit, towards the end of 2011 the Municipality of Milan quantified the
primary and second urban development costs and standard monetisation as a total of 24,343 thousand of
Euro. Agreements between the Municipality and the owners envisage that this commitment will be paid by
Beni Stabili S.p.A. SIIQ, in addition to cash payments, also by disposal (completed in 2014) of the area in Via
Elio Vittorini, Milan, after the demolition of the building standing on that area and the construction of a public
park on the same area. In this context note also the settlement agreement reached with Ferrovie dello Stato
Italiane S.p.A. (vendor of the Garibaldi property complex), according to which that company paid part of the
aforementioned costs, i.e. 6,000 thousand of Euro. After the sale of the areas above, the obligations with
regard to the Municipality were substantially fulfilled. Any final adjustment will be carried out in the coming
months.
In relation to the "Symbiosis" project (MI – Ripamonti development area), in February 2014, an act amending
the relevant Town Planning Agreement was signed with the Municipality of Milan that envisaged the payment
in favour of the Municipality of 7,239 thousand of Euro, for the monetisation of urban standards, to be paid in
4 instalments of the same amount, the first two of which paid in 2014 and the other two to be paid no later
than 12 months and 18 months, respectively, from the signing date. As a guarantee for this obligation, a
surety was issued in favour of the Municipality of Milan.
159
9
INTERCOMPANY
TRANSACTIONS
BETWEEN
BENI
STABILI
GROUP
COMPANIES,
TRANSACTIONS WITH THE PARENT COMPANY AND WITH RELATED PARTIES
Relations between Beni Stabili S.p.A. SIIQ and its direct or indirect subsidiaries are primarily of a financial
nature and take the form of running accounts. These current account relations were interest bearing and
subject to the 3-month Euribor plus a spread of 4 percentage points.
In addition to current account relations, Beni Stabili S.p.A. SIIQ granted a number of loans to direct and
indirect subsidiaries, as described below:

a loan granted to B.S. Immobiliare 5 S.r.l. (for the original amount of 21,000 thousand of Euro),
interest-bearing at the 3-month Euribor, plus a spread, with the annual capitalisation of interest and
the related aggregate payment on maturity of the loan, amounting to 22,783 thousand of Euro
(including accrued interests) as at 31 December 2014;

Sviluppo Ripamonti S.r.l.: i) a loan (for a maximum original amount of 21,500 thousand of Euro),
(including accrued interests) as at 31 December 2014; ii) a second loan (for a maximum amount of
76,300 thousand of Euro), interest-bearing at the 3-month Euribor, plus a spread, with the annual
capitalisation of interest and the related aggregate payment on maturity of the loan, amounting to
22,513 thousand of Euro (including accrued interests) as at 31 December 2014; iii) a third loan (for a
maximum amount of 65,000 thousand of Euro), interest-bearing at the 3-month Euribor, plus a
spread, with the annual capitalisation of interest and the related aggregate payment on maturity of the
loan, amounting to 68,342 thousand of Euro (including accrued interests) as at 31 December 2014;

a loan granted to Beni Stabili Retail S.r.l. for a maximum amount of 56,000 thousand of Euro, to be
disbursed in one or more tranches and interest-bearing (capitalised as at 31 December every year) at
a fixed rate, with repayment of each tranche disbursed in aggregate no later than 7 years from the
date of each disbursement, amounting to 949 thousand of Euro (including accrued interests) as at 31
December 2014. Note that in December 2014 Beni Stabili Retail S.r.l. made the partial repayment of
4,453 thousand of Euro.
In addition to the above, during 2014, the subsidiary B.S. 7 S.p.A. repaid in full the loan granted to it by Beni
Stabili S.p.A. SIIQ (that as at 31 December 2013 amounted to 6,618 thousand of Euro).
Beni Stabili S.p.A. SIIQ and some of its subsidiaries are also engaged in trade relations referred to staff
secondment, property leases and property, legal, administrative and financial services. The above
transactions are conducted on an arm's length basis.
Specifically, with reference to property leases, note that as at 31 December 2014 the following contracts
were in place between Beni Stabili S.p.A. SIIQ and a number of its subsidiaries and associates:
160
-
with R.G.D. Gestioni S.r.l.: i) a lease contract on property units in the "Il Ducale" shopping
mall in Beinasco (Turin) expiring 31 December 2017; ii) a lease contract on property units in
the "Le Fornaci" shopping mall in Vigevano (Pavia) expiring 31 December 2018. Both
contracts provided for a rent that varies according to the turnover achieved from subleasing
the property units and related businesses to third parties;
-
with B.S. Attività Commerciali 1 S.r.l., a lease contract on a number of property units in the
Galleria del Corso, Milan with a 6-year term from April 2011 (automatically renewed for a
further six years unless cancelled) and a rent that varies according to the turnover achieved
from subleasing the property units and related business units (with a minimum guaranteed of
250 thousand of Euro per year);
-
-
with Beni Stabili Gestioni S.p.A. – SGR (merged in Investire Immobiliare S.p.A. SGR
effective as from 1 January 2015) a sublease contract on a number of property units in via
Piemonte 38, Rome. This contract expires on 31 March 2016 and envisages a rent accrued
for 2014 of 569 thousand of Euro (to be revalued each year);
-
with Real Estate Solution & Technology S.r.l. (company 20% owned by Beni Stabili S.p.A.
SIIQ) a sublease contract on a number of property units in via Piemonte 38, Rome. This
contract expires on 30 October 2017 and envisages an rent accrued for 2014 of 25 thousand
of Euro (to be revalued each year);
-
with Beni Stabili Property Service S.p.A. (company 37% owned by Beni Stabili S.p.A. SIIQ) a
sublease contract on a number of property units in via Piemonte 38, Rome. This contract
expires on 31 January 2016 and envisages an annual rent accrued for 2014 of 257 thousand
of Euro (to be revalued each year).
Furthermore, note that the following contracts between B.S. Immobiliare 8 S.p.A. SIINQ and some
companies of the Group exist as at 31 December 2014:
-
with Beni Stabili S.p.A. SIIQ, a lease contract on a number of property units in via Carlo
Ottavio Cornaggia 10, Milan. This contract expires on 4 May 2018 and envisages a rent
accrued for 2014 of 773 thousand of Euro (to be revalued each year);
-
with Beni Stabili Gestioni S.p.A. - SGR (merged in Investire Immobiliare S.p.A. SGR
effective as from 1 January 2015) a gratuitous bailment on a number of property units in via
Carlo Ottavio Cornaggia 10, Milan. This contract expires on 10 May 2019;
-
with B.S. Engineering s.r.l. a lease contract on a number of property units in via Carlo
Ottavio Cornaggia n.10, Milan. This contract expires on 30 September 2019 and envisages a
rent accrued for 2014 of 155 thousand of Euro.
161
-
with Beni Stabili Property Service S.p.A. (company 37% owned by Beni Stabili S.p.A. SIIQ),
a gratuitous bailment on a number of property units in via Carlo Ottavio Cornaggia 10, Milan.
This contract expires on 31 January 2015.
In addition to the above, the company Beni Stabili Property Service S.p.A. provides in favour of some
companies of the Group property management services whose consideration for 2014 was 3,183 thousand
of Euro (3,337 thousand of Euro for the year 2013).
Note that, along with most of the direct or indirect subsidiaries, Beni Stabili S.p.A. SIIQ has adopted the
Group tax consolidation.
Note the following regarding relations with the Parent Company Foncière des Régions S.A.:

Foncière des Régions S.A. provided Beni Stabili S.p.A. SIINQ with sundry consultancy services whose
cost for the 2014 financial year was 540 thousand of Euro (364 thousand of Euro for the 2013 financial
year);

the Controlling Company is in charge of an existing cash pooling contract. Note that as at 31
December 2014 this contract has never been activated;

Foncière des Régions S.A. decided on a free-share grant to certain employees of the Beni Stabili
Group. Specifically, on 31 December 2014, Group employees (in service as at that date) were
assigned a total of 22,550 free Foncière des Régions S.A. shares (excluding those assigned to the
staff of the associate Beni Stabili Property Service S.p.A.) that will be made available in various
tranches in the 2015-2018 period provided employee service continues. It should be specified that for
the plans started in 2012, 2013 and 2014 (totalling 19,300 free shares), the Group will pay (in annual
tranches of equal amount for each plan) Foncière des Régions S.A. a consideration equal to their fair
value on the date of assignment to the beneficiaries. For this reason, the total cost recognised to the
income statement for these free share plans, of 250 thousand of Euro was recognised against equity
of 28 thousand of Euro and against a payable to the parent company of 222 thousand of Euro.
Beni Stabili S.p.A. SIIQ is subject to the management and control of Foncière des Régions S.A., with
registered office in Metz (France). Please refer to the separate and consolidated financial statements of
Foncière des Régions S.A. and the various management reports for a more complete overview of the equity
and financial position and the results of Foncière des Régions S.A. and the Foncière des Régions Group as
at 31 December 2013.
With reference to relations with other related parties, note that:
i.
in May 2014, Beni Stabili S.p.A. SIIQ signed with Luxottica Group S.p.A. a lease contract of the
property of Milan – Piazza S. Nicolao, with a 7-year and 5 month term (renewable for another 6
years) and annual rent in force of 5,400 thousand of Euro. The transaction is considered as a
"related party transaction" of greater importance, in accordance with the "Guidelines for the
Regulation of Related Party Transactions" adopted by the Company. The counterparty of the
transaction (Luxottica Group S.p.A.) is actually a company indirectly controlled by Leonardo Del
162
Vecchio, Board Director of Beni Stabili S.p.A. SIIQ and Deputy Chairman of Foncière des Régions
S.A. The draft contract was submitted to the Board of Directors of the Company, during the meeting
held on 15 April 2014, which considered it in line with the market and, in that an "ordinary"
transaction, the Company made use of the relevant case of exclusion from the full application of the
company Procedure;
ii.
In January 2014, Beni Stabili S.p.A. SIIQ signed with Partimmo S.r.l. (company indirectly controlled
by Leonardo Del Vecchio) two lease contracts covering some portions of the property in Milan –
Piazza San Fedele, with a 4- and 6-year term and an annual rent of 630 and 55 thousand of Euro,
respectively. The signing of these contracts, because of their value, can be classified as an ordinary
transaction "of lesser significance" as part of the hierarchy of importance defined in the company
procedure on related party transactions;
iii.
in December 2014, Beni Stabili S.p.A. SIIQ sold to Partimmo S.r.l. the portion for residential use of
the building Piazza San Fedele, Milan, for a consideration of 13,000 thousand of Euro. This sale
occurred for a valued in line with the market. In that an “ordinary” transaction as well as “of lesser
significance”, the Company made use of the exclusion clause from the full application of the
company procedure for the regulation of related party transactions.
163
10.
REMUNERATION OF INDEPENDENT AUDITORS
The Consolidated Financial Statements of the Beni Stabili Group were audited by Mazars S.p.A.
In compliance with the provisions of Article 149-duodecies of Consob’s Issuers’ Regulation, a statement is
provided below to summarise remuneration due for 2014 for audit services and for any non-audit services
provided to Group companies by Mazars S.p.A. and by its network partners.
To complete the information, remuneration due for the year for services provided to Group companies by
other independent auditors is also indicated.
Type of services
Entity providing the service
Beneficiary
Audit
Mazars S.p.A.
Parent company
Audit
Mazars S.p.A.
Subsidiaries
31.12.2014
247
115
5
Comfort letter on the requirements for continuing operations under the SIIQ Mazars S.p.A.
Parent company
Comfort letter on the requirements for continuing operations under the SIINQMazars S.p.A.
Imser 60 SIINQ S.p.A.
Review of Imser 60 quarterly report
Pricew aterhouseCoopers S.p.A.
29
Review of US GAAP reporting for the IREF real estate fund
Pricew aterhouseCoopers S.p.A.
Beni Stabili Gestioni S.p.A. SGR
30
Review of US GAAP reporting for other real estate funds managed
Mazars S.p.A.
Total
Beni Stabili Gestioni S.p.A. SGR
5
4
435
In addition to what is stated in the table above, during 2014, Beni Stabili S.p.A. SIIQ entrusted Mazars
S.p.A.: i) with the tasks of issuing the fairness opinion on the share exchange ratio with regard to the two
bonds issued during the year, for total remunerations (including refund of expenses) of 107 thousand of
Euro. In accordance with the accounting standards, the above costs were recognised as a decrease in the
fair value (on the issue date) of the two bonds (in accordance with the amortised cost method); ii) with the
task of performing agreed audit activities with a view to issuing a required comfort opinion as part of the
procedure of paid share capital increase, for total remunerations (including refund of expenses) of 66
thousand of Euro, which in accordance with the IAS/IFRS principles were directly recognised as a decrease
in Equity; iii) with the task of advice with a view to merger of Beni Stabili Gestioni S.p.A. – SGR into Investire
Immobiliare S.p.A. – SGR, for total remunerations of 28 thousand of Euro.
164
Annexes
List of consolidated
companies
Reconciliation of equity and
profit for the year of
Beni Stabili S.p.A. SIIQ and consolidated Equity
and profit for the year attributable to the Group
Financial statements of Beni Stabili S.p.A. SIIQ
Beni Stabili Group
Annexe 1 to the Notes to the Consolidated Financial Statements as at 31 December 2014
Declaration pursuant to the provisions of Article 154-bis of Legislative Decree no. 58 of 24 February
1998 and Article 81-ter of Consob Regulation no. 11971 of 14 May 1999 and subsequent amendments
and additions
The undersigned, Aldo Mazzocco and Luca Lucaroni, in their capacities as Chief Executive Officer and
Manager responsible for preparing the company’s accounting documents of Beni Stabili S.p.A. SIIQ, in
accordance with provisions of Article 154-bis, paragraphs 3 and 4, Italian Legislative Decree No. 58 of 24
February 1998, confirm:
•
the adequacy with regard to the characteristics of the Beni Stabili Group and
•
the effective application
of administrative and accounting procedures for preparing the 2014 Consolidated Financial Statements.
Furthermore, they certify that:
(1) the Consolidated Financial Statements:
a)
have been prepared in compliance with international accounting standards endorsed by the
European Union pursuant to European Parliament and Council Regulation no. 1606/2002/EC of 19 July
2002;
b)
are consistent with the books and accounting entries;
c)
provide a true and fair view of the equity, economic and financial position of the Beni Stabili Group;
(2) the Management Report includes a reliable analysis of the trend in and results of operations, as well as
the position of the Beni Stabili Group, together with a description of the main risks and uncertainties the
Group is exposed to.
10 February 2015
The Manager responsible for preparing
[signed]
the Company’s accounting documents
[signed]
______________________
___________________________
(Aldo Mazzocco)
(Luca Lucaroni)
166
Beni Stabili Group
Annexe 2 to the Notes to the Consolidated Financial Statement as at 31 December 2014
LIST OF COMPANIES INCLUDED IN THE SCOPE OF CONSOLIDATION
Company name
investment %
Registered office
Share capital (in €)
Consolidation
Business
Intercompany financial investments
Notes
SUBSIDIARIES:
OF BENI STABILI S.p.A. SIIQ
B.S.7 S.p.A.
100%
Rome - Via Piemonte n. 38
520.000
Line-by-line
100%
Milan - Via Carlo Ottavio Cornaggia n. 10
2.000.000
Line-by-line
Property
Beni Stabili Development S.p.A.
100%
120.000
Line-by-line
Property service
B.S. Attività Commerciali 1 S.r.l.
100%
10.000
Line-by-line
Property
100%
10.000
Line-by-line
Property
100%
10.000
Line-by-line
Property
B.S. Immobiliare 8 S.p.A. SIINQ
100%
1.000.000
Line-by-line
Property
100%
120.000
Line-by-line
Property
R.G.D. Gestioni S.r.l.
100%
10.000
Line-by-line
Property
RDG Ferrara 2013 S.r.l.
50%
100.000
Equity method
Property
Imser S.r.l. in liquidation
60%
21.165
Line-by-line
Property
Beni Stabili Gestioni S.p.A. S.G.R.
75%
16.820.000
Line-by-line
Asset management company
Beni Stabili Retail S.r.l.
55%
10.000
Line-by-line
Property
Beni Stabili Real Estate Advisory S.r.l.
100%
10.000
Line-by-line
Property service
B.S. Engineering S.r.l.
100%
110.000
Line-by-line
Property service
NPLs RE_Solution S.r.l.
50%
20.000
Equity method
Debt collection company
(1)
OF B.S. 7 S.p.A.
Imser Securitisation S.r.l.
100%
Milan - Viale Majno n. 45
10.000
Line-by-line
Law 130/99
(2)
Imser Securitisation 2 S.r.l.
100%
Milan - Viale Majno n. 45
10.000
Line-by-line
Law 130/99
(2)
80%
120.000
Line-by-line
Property
31,80%
100.000
Line-by-line
Property
100.000
Line-by-line
Property
10.000
Line-by-line
Property
OF BENI STABILI DEVELOPMENT S.p.A.
Beni Stabili Development Milano Greenway S.p.A.
Sviluppo Ripamonti S.r.l.
OF BENI STABILI DEVELOPMENT MILANO GREENWAY S.p.A.
68,20%
B.S. Immobiliare 5 S.r.l.
100,00%
Note:
(1) Closed for liquidation on date 30 September 2014.
(2) The companies have been acquired in December 2014. However, they were consolidated under IAS rules also before their acquisition. The reasons for the consolidation of these company are described in section 4.3 of the notes to the
Consolidated Financial Statements.
167
Beni Stabili Group
Annexe 3 to the Notes to the Consolidated Financial Statements as at 31.12.2014
(€/000)
RECONCILIATION OF EQUITY AND PROFIT/LOSS FOR THE YEAR OF BENI STABILI S.P.A. SIIQ AND CONSOLIDATED EQUITY AND
PROFIT/LOSS FOR THE YEAR ATTRIBUTABLE TO THE GROUP
Capital and reserves
Separate Financial Statements of Beni Stabili S.p.A. SIIQ as at 31 December 2014
Net income (including the effect of the accounting of derivatives according to hedge
accounting rules) of subsidiaries for previous and current years
Measurement of investments in associates with the equity method (and related tax effect)
Change in the period in Equity of subsidiaries due to the accounting of derivatives according
to cash flow hedge rules and related effects of intercompany transactions
Intercompany transactions (property, investment and intercompany service trading)
Consolidated effect of repurchase of Imser Sec. bonds
Consolidated adjustment of the property in via Cornaggia, Milan (Headquarter of the
companies of the Group)
Consolidated Financial Statements of Beni Stabili Group as at 31 December 2014
168
Equity
1.131.087
(73.900)
1.057.187
863.457
(158.539)
704.918
170
272
442
87.855
8.318
96.173
947
7.384
Consolidated adjustment of free share plans measurement (FdR shares)
Profit (loss)
(7.384)
947
-
(19)
(18)
(37)
(1.270)
(354)
(1.624)
2.089.611
(231.605)
1.858.006
Management Report
MAIN EVENTS DURING THE YEAR
Refinancing of the Imser borrowing
On 18 September 2014, taking advantage of the positive financial market conditions, the debt securities of
Imser 60 securitisation were repaid in advance (with the participation of the Company). The securitisation
was conducted in 2002 for financing the real estate portfolio leased to Telecom Italia, belonging to Imser 60
and maturing in 2021.
The financial resources required for the early repayment and the refinancing of the securitisation of
approximately 655,800 thousand of Euro (including the costs of capital increase completed in October 2014
and described below), were found by the Company as follows:

300,000 thousand of Euro, by taking out a six-year mortgage loan, disbursed by a group of no. 7

200,000 thousand of Euro, by taking out a two-year corporate loan, disbursed by a group of no. 3

approximately 150,000 thousand of Euro, through a bridge loan, maturing as at 31 December 2014,
disbursed by a group of no. 3 Italian and international banks. This loan was repaid with the amounts
deriving from the capital increase of Beni Stabili S.p.A. SIIQ, completed in October 2014;

the residual amount, through available cash.
The financial resources thus found (except for those used to cover the costs of the capital increase) have
been transferred to the subsidiary Imser 60 SIINQ S.p.A. through equity contributions.
The transaction allowed the Beni Stabili Group to further optimise its financial structure. In particular, cash
financial charges will decrease on an annual basis by more than 30,000 thousand of Euro, significantly
increasing the cash generation profile of the Group, without generating a significant impact on the loan to
value, thanks to the capital strengthening carried out with the capital increase.
The early repayment of the Imser 60 securitisation resulted in the recognition in the 2014 Beni Stabili Group
Consolidated Income Statement of settlement expenses of 148,393 thousand of Euro, mostly deriving from
the early closing of contracts to hedge the interest-rate and inflation risks related to the securitisation and the
payment of the fees due to the holders of fixed rate securities due by contract in case of early repayment.
Part of the above-mentioned expenses amounting to 74,671 thousand of Euro was already recognised in
equity pursuant to the “hedge accounting” principles and was transferred to the Income Statement, as
envisaged by the reference accounting standards, without any effect on the final value of equity itself. No
economic effect was instead recorded in the Income Statement of the Company.
Share capital increase of Beni Stabili S.p.A. SIIQ
On 25 September, the Board of Directors of Beni Stabili fixed the final conditions of the capital increase,
resolved by the Shareholders’ Meeting of 31 July 2014, deciding to issue up to 353,122,982 ordinary shares
(of a nominal value of 0.10 Euro each and having the same characteristics of the shares of the Company in
173
issue), to be offered under option to the shareholders and to the holders of the convertible bonds issued by
the Company (at the ratio of 1 share to 8 option rights owned), at a price totalling 0.4240 Euro, of which
0.3240 Euro as share premium, for a total equivalent value of 149,724,144.36 Euro.
The subscription price of the shares corresponds to a discount of approximately 27.5% on the theoretical Ex
Right Price (TERP = 0.5850) of the shares of the Company, calculated on the basis of the price at the close
of the session of 25 September, of 0.6050 Euro.
One option right was credited for each share of the Company in issue, whereas the option rights were
credited to convertible bonds in the following ratio:

1,179 option rights for each bond of the loan called “€ 225,000,000 3.875 per cent. Convertible Bonds
due 2015”;

Bonds due 2018”;

Bonds due 2019”.
During the exercise period of the option rights, started on 29 September and ended on 17 October, option
rights were exercised for subscribing 350,876,733 new shares (99.36% of the new shares offered), for an
equivalent value of 148,771,734.79 Euro.
All the option rights not exercised, corresponding to 2,246,246 new shares for an equivalent value of
952,409.57 Euro, were sold at the stock exchange on 22 October 2014 (first trading session of the offer) and
then exercised, without requiring the intervention of the underwriting syndicate formed by the banks, which
assisted the Company in the transaction.
The majority shareholder Foncière des Régions S.A. fully exercised the option rights pertaining to it, in full
support of the capital strengthening operation.
As indicated previously, the financial resources deriving from the capital increase were fully used for paying
off the bridge loan of 150,000 thousand of Euro, raised temporarily in September to find the resources
required for the early repayment of the Imser securitisation.
Other financing and refinancing activities during the year
On 22 January 2014, Beni Stabili S.p.A. SIIQ issued, through a public placement procedure, unsecured
senior bonds for a nominal amount totalling 350,000 thousand of Euro and a unit value of 100 thousand of
Euro.
The bond, maturing in 4 years, has a deferred annual coupon of 4.125% and was issued at par.
The bonds were listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the
regulated market of the Luxembourg Stock Exchange.
On 31 March 2014, Beni Stabili S.p.A. SIIQ issued, through a private placement procedure, unsecured senior
bonds for a nominal amount totalling 250,000 thousand of Euro and a unit value of 100 thousand of Euro.
174
The bond, maturing in 5 years, has a deferred annual coupon of 3.5% and was issued at the price of 99.540
compared to the nominal price, with an initial yield of 3.602%.
The bonds were listed on the official list of the Irish Stock Exchange and admitted to trading on the regulated
market (Main Securities Market) of the Irish Stock Exchange.
In addition to the issue of the two bonds, in April, a new loan was raised of a nominal 60,000 thousand of
Euro, maturing in April 2019, secured by mortgage on no. 3 properties.
Proceeds from the issue of bonds and the raising of new loans was used for the early repayment of loans
(other than the early repayment, described above, of the Imser 60 securitisation) maturing in the current
financial year and in the following financial years, as well as for the closing of the related hedging
instruments, also with a view to optimising the financial structure of the Group.
Property purchases and sales
During 2014, no properties were acquired.
However, property sales concerned no. 2 properties (located in Milan – via Fogazzaro and in Rome – via
Baldovinetti), in addition to the residential portion of a property located in Milan and some parking spaces of
a property in Rome.
The sales were at a price totalling 84,544 thousand of Euro, against a carrying amount totalling 81,623
thousand of Euro and marketing costs totalling 12 thousand of Euro.
Moreover, during the year, a compensation amounting to 54 thousand of Euro was paid to the Company, for
the expropriation of a land in Rome (valued at zero in the financial statements).
As at 31 December 2014, there are no. 2 preliminary sales contracts, for a total consideration of 378
thousand of Euro, in line with the carrying amount of the underlying properties.
Property development
The property development of the period concerned: i) the completion of the improvements of the property in
via San Nicolao, Milan (10,100 square meters of offices and shops and 1,600 square meters of warehouses
and garage), with the subsequent delivery to the tenant Luxottica S.p.A. This initiative concerned the
replacement of the basic construction and the reconstruction of the finishes and plants, all this with a “green
building” approach, to optimise the energy efficiency of the property, which falls now under the A energy
class; ii) the completion of the renovation of the property of office space located in Rome, via dell’Arte
(approximately 5,100 square meters of offices and approximately 1,300 of parking and underground
warehouses), already leased for approximately 90% of the total surface area for total rents of 1,800 thousand
of Euro. The intervention contemplated the reconstruction of the plants and finishes and the improvement of
the energy performance of the building (B energy class).
Amendments made to the law on SIIQs
175
On 12 September 2014, Italian Law Decree no. 133/2014 was published on the Official Gazette (the socalled “Decreto Sblocca Italia”, definitively approved on 5 November 2014), whose Article 20 amends the
2007 Finance Act in the part that governs the system applicable to Listed Real Estate Investment Companies
(SIIQ), adapting its most important aspects to the legislation in place in other European countries, such as
France, where over the last ten years, this type of instrument was largely successful, both among investors
and among operators.
This Law Decree also requires:
(i)
with reference to the ownership requirements in the SIIQs, that no shareholder must have a
direct or indirect holding of more than 60% of voting rights at the ordinary shareholders meeting
and more than 60% of profit-sharing rights, compared to a previous percentage limit of 51%; it
was also specified that, should the 60% ownership requirement be exceeded, as a result of
extraordinary company transactions or on the capital market, the special SIIQ regime will only be
suspended until this ownership requirement is restored;
(ii)
the inclusion among relevant activities in order to make sure that the capital requirement has
been maintained for preserving the special regime (the so-called Asset test), of the quotas in
real estate funds that invest mainly in activities related to property renting;
(iii)
the inclusion in the Tax-Exempt operations (and therefore also for the purposes of the so-called
Profit test) of capital gains or losses deriving from the sales of property held for leasing or from
the sale of investments in SIIQ/SIINQ, as well as income from the above mentioned real estate
funds and the related capital gains and losses on disposal;
(iv)
the decrease from 85% to 70% of the percentage of profit of Tax-exempt operations whose
distribution is mandatory. Moreover, the income coming from net capital gains realised on
properties held for leasing as well as deriving from the disposal of investments in SIIQ or SIINQ
or of investments held in real estate funds, included in the Tax-exempt operations, are expected
to be distributed on a mandatory basis by 50% in the two financial years following the year of
disposal;
(v)
the confirmation of the applicability to dividends distributed by the SIIQs of the bilateral treaties
against double taxation, with subsequent reduction of the rates applied in the calculation of the
withholding tax;
(vi)
the exemption from two to three consecutive financial years of the period of non-compliance with
one of the two prevailing conditions (Asset Test or Profit Test) that determined the final
termination of the special regime.
The lower requirements to distribute and the possibility of investing in instruments such as real estate funds
under a facility system are important incentive factors for the development of activities of the SIIQs. In
particular, the possibility of investing in quotas in real estate funds under a facility system makes it now
possible to co-invest on specific projects with third-party subjects, a solution that was previously precluded to
the SIIQs that should have possessed at least 95% of the vehicles in order to enjoy the facility.
176
Moreover, the increase from 51% to 60% of the maximum equity investment for a single shareholder and the
extension from 2 to 3 years of the so-called grace period for failure to comply with the parameters make the
instrument more stable, especially in case of extraordinary transactions or in the presence of significant nonrecurring events.
The extension of the tax exemption also to the margins deriving from the sale of properties held for leasing,
which was, in the opinion of the investors, the main weak point of the Italian regulation compared to the
similar European regulations, finally represents an important element of attractiveness of the instrument,
especially in view of a recovery of the Italian property market in the coming years.
Therefore, it is reasonable to expect that the above changes, making it easier and more attractive to use this
instrument, help increase the number of SIIQs present on the market, giving more liquidity to the sector, both
in terms of individual investments and in terms of stock market.
FINANCIAL REVIEW
(Euro/000)
31.12.2014
Net rental revenues
31.12.2013
80,383
79,422
2,333
1,367
1,533
1,437
Staff costs
(6,209)
(6,288)
Overheads
(10,762)
(10,614)
(16,971)
(16,902)
Other revenues and income/(other costs and charges)
(13,212)
EBIT before property write-ups/(write-downs)
54,066
(3,134)
62,190
(3,061)
EBIT
51,005
18,033
(83,980)
(77,672)
(44,157)
Change in valuation of the conversion option of the 2018 and 2019 Bonds
(25,564)
7,669
Costs for early repayment of loans and related hedging instruments ended during the year
(16,590)
(7,706)
(410)
(2,094)
Total net financial income/(charges)
(126,544)
(79,803)
45,467
38,506
EBT
(30,072)
(23,264)
Income tax
(43,828)
11,613
Net income
(73,900)
(11,651)
Basic earnings per share (*)
(0.03723)
(0.00608)
Diluted earnings per share (*)
(0.03723)
(0.01048)
(*)
For further details on the earnings per share calculation method, see paragraph 7.6.9 in the Notes to the financial statements.
The Financial Statements as at 31 December 2014 recorded a loss of 73,900 thousand of Euro, compared to
a loss as at 31 December 2013 of 11,651 thousand of Euro.
Excluding from the results of the two compared periods:

the effect, for 2014, of the reversal of net deferred tax assets of 45,547 thousand of Euro, no longer
recoverable due to the introduction of the tax exemption system to the profit/(loss) on disposal of
properties held for leasing, introduced by the so-called “Decreto Sblocca Italia”;
177

the amount of the change in fair value of the conversion option of the convertible bonds, a negative
22,104 thousand of Euro for 2014 and a positive 7,480 thousand of Euro as at 31 December 2013

the extraordinary costs for early repayment of loans and related hedging instruments (16,588
thousand of Euro for 2014 and 7,534 thousand of Euro for 2013, net of the related tax effect);

the impact, for 2014, of write-downs and extraordinary losses of receivables related to previous
financial years, (recognised allowing for prospects of collection as a result of the related legal
collection procedures), of 8,995 thousand of Euro (net of the related tax effect);

the income, recognised in 2013, in relation to the change in the fair value measurement of hedging
instruments (as provided by IFRS 13), of 821 thousand of Euro (net of the tax effect);
the results of 2014 and of 2013 amount to a profit of 19,334 thousand of Euro and a loss of 12,418 thousand
of Euro, respectively.
Therefore, net of extraordinary and non-recurring items, the improvement of the 2014 net income compared
to 2013 is mainly due to the different weight of property write-downs (2,745 thousand of Euro for 2014
compared to 31,403 thousand of Euro for 2013, net of the related tax effects).
In compliance with the obligations concerning the adoption of the special regime for Listed Real Estate
Investment Companies (SIIQ), note that for 2014 - as better described in paragraph 6 of the notes to the
financial statements - the result for tax-exempt operations corresponds to a profit of 8,495 thousand of Euro
against a loss of 82,395 thousand of Euro. Therefore, in relation to the 2014 net income, there is no
obligation to distribute dividends within the minimum annual limit provided by the SIIQ provisions of profit
from tax-exempt operations, or the lower amount of distributable profit as recorded in the financial
statements.
Each item of the financial statements is broken down below.
Net rental revenues
Thousand of Euro
Description
31.12.2014
Rental revenues
Revenues from early termination of lease contracts
Write-dow n/loss on receivables from tenants
Net real estate costs
Net rental revenues
31.12.2013
100,568
104,006
1,284
8
(2,160)
(4,295)
(19,309)
(20,297)
80,383
79,422
Net rental revenues increased by 961 thousand of Euro compared to the previous year.
Gross rental revenues (excluding income from closing of lease contracts)decreased from 104,006 thousand
of Euro in 2013 to 100,568 thousand of Euro in 2014, with a decrease of 3,438 thousand of Euro attributable
to: i) property sales completed in the financial year and in the previous financial year (-4,487 thousand of
Euro); ii) closing of lease contracts (-15,252 thousand of Euro); partially offset: i) by renegotiations and new
contracts (15,843 thousand of Euro); ii) by the ISTAT adjustment of the rents (458 thousand of Euro).
178
The incidence of the net rental margin on gross rental revenues decreased from 76.4% of the 2013 financial
year to 78.9% of the 2014 financial year. This change is attributable to lower losses and write-downs (a
higher impact of +2.0%), lower property management costs (ordinary maintenance and operating expenses a higher impact of +1.2%), lower registration tax on lease contracts (a higher impact of +0.1%), net of the
increase in IMU/TASI taxes (a lower cost of -0.8%).
Profit/(Loss) on disposal of properties are positive and total 2,333 thousand of Euro (1,367 thousand of Euro
in 2013). With regard to the sales of the year, reference is made to the comments in the previous paragraph
“Main events during the year – Property purchases and sales”, specifying that the sales margin of the year
also included 629 thousand of Euro of costs related to sales completed in 2013 and an income of 54
thousand of Euro for the land expropriation compensation (valued at zero in the financial statements).
They amount to 1,533 thousand of Euro (1,437 thousand of Euro in 2013) and refer to revenues for property,
legal, administrative and financial services carried out mainly in favour of Group or investee Companies.
Operating costs
Staff costs decreased from 6,288 thousand of Euro in 2013 to 6,209 thousand of Euro in 2014 mainly due to
a staff decrease.
Overheads increased from Euro 10,614 thousand in 2013 to Euro 10,762 thousand in 2014. The change of
Euro 148 thousand of Euro is mainly due to non-recurring costs and to higher rentals payable, partially offset
by the reduction in costs of sundry consultancy services.
The item other revenues and income and other costs and charges passed from a negative balance of 3,134
thousand of Euro of 2013 to a negative balance of 13,212 thousand of Euro of 2014. The change recorded in
two compared financial years is mainly due to extraordinary losses of old credit items, which became
necessary on the basis of the prospects of collection as a result of the related legal collection procedures.
Property write-ups/(write-downs)
The effect of the adjustment of the property value at their market value weighed negatively on both
comparison periods, amounting to 3,061 thousand of Euro for 2014 and 44,157 thousand of Euro for 2013.
Net financial charges
179
Description
31.12.2014
31.12.2013
1,741
Medium to long term financial charges - cash portion
Medium to long term financial charges - non-cash portion
Financial charges on short-term borrow ings
Non-utilisation commissions (on medium/long-term and short-term borrow ings)
Fair value change in ineffective hedging instruments
Surety commissions
647
159
995
1,900
1,642
(63,907)
(54,719)
(13,139)
(15,856)
(512)
(1,984)
(1,796)
(2,352)
(410)
(2,094)
(3,827)
(558)
(2,491)
(3,438)
(208)
(406)
(86,290)
(81,407)
(16,590)
(7,706)
Financial charges for early settlement of borrow ings and hedging instruments
Change in fair value of the conversion option of the 2018 and 2019 bonds
Overall total financial income and charges
(25,564)
7,668
(126,544)
(79,803)
The net financial charges, excluding the measurement effect of the conversion options of the convertible
bonds issued in 2013 and the costs related to the early repayment of loans and hedging instruments
completed in the period, totalled 84,390 thousand of Euro compared to a balance of 79,766 thousand of
Euro in the same period of 2013.
In particular:

the increase in financial income is attributable to higher interests from banks (1,094 thousand of Euro)
due to higher average cash deposits, net of the decrease in other income (836 thousand of Euro);

cash financial charges increased by 7,716 thousand of Euro, mainly due to the increase in the mediumterm debt, (due to new borrowings in the financial year and described above, mostly used with a view to
optimising the financial structure of the Group), which more than offset the effect of the average cost of
funding. This change must also be interpreted in concomitance with the change in financial income from
subsidiaries commented below;

the surety commissions and non-utilisation commissions of credit lines decreased by 1,503 thousand of
Euro;

sundry financial charges decreased by 198 thousand of Euro;

for what concerns the non-cash portion of financial charges, it shows a decrease of 2,717 thousand of
Euro in charges for the amortisation of upfront costs of borrowings in application of the amortised cost
method more than offset by the increase of 3,269 thousand of Euro in charges represented by the
ineffective portions during the period of fair value changes in hedging instruments;

charges related to property sales decreased by 1,684 thousand of Euro compared to 2013.
Charges related to early settlement of loans and hedging instruments totalled 16,590 thousand of Euro,
against 7,706 thousand of Euro of 2013. In particular, these charges refer to penalties for early repayment
paid, to up-front costs of the repaid loans not yet amortised and to the allocation to the income statement of
the residual cash flow hedge reserves related to the closed hedging instruments.
For what concerns the conversion options included in the convertible bonds maturing in 2018 and 2019, the
charge in the financial year of 25,564 thousand of Euro (compared to an income of 2013 of 7,668 thousand
180
of Euro) is mainly due to the change in stock-market price of the Beni Stabili security recorded in the financial
year (from 0.49 Euro of 31 December 2013 to 0.58 Euro of 31 December 2014), which significantly increased
their value.
Income/(charges) from investments increased from a positive balance of 38,506 thousand of Euro in 2013 to
a positive balance of 45,467 thousand of Euro in 2014. The change of 6,961 thousand of Euro is attributable
to increased dividends of 1,748 thousand of Euro, increased net interest income from Group companies of
4,667 thousand of Euro and lower write-downs of 546 thousand of Euro.
Income tax
In accordance with the regulations for companies that have opted for the special SIIQ regime, taxes for the
year refer exclusively to the results of activities other than leasing and they are broken down as described in
the following table:
31.12.2014
31.12.2013
Current taxes
4,109
2,387
(2,640)
Deferred tax assets
(2,477)
14,708
4,019
10,908
(1,160)
(2,329)
(371)
Recalculation of deferred tax liabilities and deferred tax assets relating to previous years
(45,518)
1,076
(47,847)
705
Total taxes
(43,828)
11,613
In particular, current and deferred taxes include taxation on services, property sales in the 2014 financial
year and in previous financial years (due to the application of deferred taxation for IRES purposes over five
years) and property rents associated with trading properties.
The current tax of 2014 is positive and amounts to 4,109 thousand of Euro, compared to a cost of 1,160
thousand of Euro of 2013 and corresponds to an IRES income of 4,578 thousand of Euro of IRES for the
transfer of the tax consolidation of the Group of part of the tax loss for the year (cost of 685 thousand of Euro
for 2013), net of the IRAP for the year of 469 thousand of Euro (475 thousand of Euro for 2013).
The deferred tax (assets and liabilities) of the financial year and the charge for recalculating the deferred tax
(assets and liabilities) of previous financial years were significantly affected by the effect of the law provisions
introduced with Italian Law Decree 133/2014 (the so-called "Decreto Sblocca Italia") that contemplated the
exemption for the purposes of direct taxes (IRES and IRAP) of the margins achieved with the sale of
properties included in the SIIQ/SIINQ regime. Consequently, in addition to not setting aside the deferred tax
on net write-downs of the financial year of the SIIQ/SIINQ real estate portfolio, net deferred tax assets
recorded in previous financial years were released with an impact of 45,547 thousand of Euro: 45,316
181
thousand of Euro referred to real estate write-downs/revaluations and the residual amount to other minor
items not considered recoverable for lack of sufficient future taxable income.
NET DEBT
An analysis of net debt is provided below:
Thousand of Euro
31 December 2014
Borrowings from banks and financial institutions
of which:
31 December 2013
1,125,045
1,098,303
348,049
776,996
185,364
912,939
Convertible bonds
615,134
-
20,190
594,944
-
Convertible bonds
574,487
565,184
110,536
463,951
5,690
559,494
Borrowings
2,314,666
1,663,487
Cash and cash equivalents (*)
(105,146)
(104,575)
Net debt
2,209,520
1,558,912
(*)
For the breakdown of cash and cash equivalents, please refer to paragraph 7.2.4 of the Notes to the financial statements.
Note that net debt does not include receivables and payables from/to subsidiaries.
Net debt as at 31 December 2014 amounts to 2,210 thousand of Euro compared to 1,559 thousand of Euro
of 31 December 2013.
The change in cash and cash equivalents during the year can be broken down as follows:
Thousand of Euro
31.12.2014
31.12.2013
39,408
40,844
Changes in payables and receivables
(140,633)
(70,204)
Investing activity
(637,565)
662
739,361
117,205
Financing activity
Increase/(decrease) in cash flow due to merger/transfer
-
Changes in cash and cash equivalents
571
81
88,588
For further information on changes in cash and cash equivalents, please refer to the Statement of Cash
Flows.
182
Borrowings increased by 651,179 thousand of Euro reaching 2,314,666 thousand of Euro. The main
changes are shown in the following table:
Thousand of Euro
Carrying amount
Total borrowings as at 31 December 2013
Nominal value
1,663,487
1,710,707
Change in overdraft facilities
(80,102)
(80,102)
New borrow ings
702,881
710,000
Repayment of maturing borrow ings and ordinary repayments (including change in nominal accruing interests)
(6,464)
(6,464)
(592,241)
(595,403)
Amortisation of up-front costs
Change in borrowings from banks and financial institutions
Bond issues
Change in bonds in issue
Change in convertible bonds
2,669
-
26,743
28,031
593,868
600,000
21,266
20,190
615,134
620,190
9,302
3
9,302
3
2,314,666
2,358,931
Borrowings from banks and financial institutions increased by 26,743 thousand of Euro due to:

new borrowings of 702,881 thousand of Euro (corresponding to a nominal value of 710,000 thousand
of Euro), of which 644,303 thousand of Euro relating to three new borrowings related to the raising of
the financial resources required for the early repayment of the Imser securitisation (for a nominal
value of 650,000 thousand of Euro);

amortisation of up-front costs in application of the amortised cost method (2,669 thousand of Euro);
net:
 of the early redemption of medium/long term loans (592,241 thousand of Euro) and of the
repayments of short-term credit facilities (80,102 thousand of Euro), made with the liquidity arising
from the issue in the period of convertible bonds and by raising a new mortgage loan (of a nominal
value of 60,000 thousand of Euro);
 of the payment of the instalments falling due on medium/long-term loans as envisaged by the
repayment plans, net of the change in nominal interest accruing (6,464 thousand of Euro).
The effective interest rate of borrowings for 2014, calculated using the amortised cost method and without
taking into account interest rate swaps, was 2.42% (3.22% for 2013).
Bonds in issue of 615,134 thousand of Euro refer to the issue in the year of two unsecured bonds of an initial
carrying amount of 593,868 thousand of Euro (the first one of a nominal value of 350,000 thousand of Euro
maturing in January 2018 and the second one of a nominal value of 250,000 thousand of Euro maturing in
April 2019), to which the accruing nominal interest coupons and the amortisation of the upfront costs for the
year totalling 21,266 thousand of Euro (calculated at the effective interest rate) are added:
The annual nominal rate is 4.125% (4.35% effective interest rate) for the loan maturing in 2018 and 3.50%
(3.79% effective interest rate) for the loan maturing in 2019.
183
Convertible bonds increased from 565,184 thousand of Euro as at 31 December 2013 to 574,487 thousand
of Euro as at 31 December 2014, due to interests for the period, net of the coupons paid during the year. The
annual nominal rate of the three existing convertible bonds is 3.875% (6.17% effective interest rate) for the
loan maturing in 2015; 3.375% (4.70% effective interest rate) for the loan maturing in 2018 and 2.625%
(4.91% effective interest rate) for the loan maturing in 2019).
Reference should be made to the Notes to the financial statements (paragraph 3) for an in-depth analysis of
the risk factors to which the Company is exposed and the related hedging policies.
STOCK OPTIONS
Currently, there are no Stock Option plans launched by the Parent Company Beni Stabili S.p.A. SIIQ, or by
other companies of the Group.
REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE PURSUANT TO
REGULATIONS ON RELATED PARTY TRANSACTIONS
The report on corporate governance and the ownership structures of Beni Stabili S.p.A. SIIQ for 2014, drawn
up in compliance with Articles 123-bis, paragraph 3, of the TUF (Consolidated law on Financial
Intermediation) (Italian Legislative Decree No. 58/98 and subsequent amendments and additions), is
published on the company website www.benistabili.it, in the "Corporate Governance – Report on Corporate
Governance" section.
Also note that, in compliance with the provisions of Article 2391-bis of the Italian Civil Code and in enactment
of the Consob Regulation on related party transactions (adopted by Resolution no. 17221 of 12 March 2010,
and subsequent amendments and additions), the Company has adopted its own "Procedure governing
Related Party Transactions”. This Procedure was published in accordance with law on the company website
(www.benistabili.it), in the "Corporate Governance - Codes and Procedures" section on 1 December 2010
and entering into force on 1 January 2011.
184
ENVIRONMENTAL SUSTAINABILITY
Since 2013, the Beni Stabili, with the setting up of the Environmental sustainability committee and the
publishing of the first Sustainability Report, which lead to obtaining the EPRA Gold award, has been
pursuing policies of environmental sustainability, in order to increase transparency, professional experience
and innovation.
The goal is to provide stakeholders with a detailed report of the main activities undertaken to improve the
social and environmental performance of our business and of our assets, through the declaration of Targets
and the timing to achieve them, focusing at the same time on the creation of “value”.
The Sustainability Report, prepared taking into account the multitenant buildings on which Beni Stabili
exercises the operational control of consumption and that showed the results obtained in 2013, as the
reduction of 5% of energy consumption from fuel, 6% of direct emissions of greenhouse gases and 4.2% of
water consumption, will become a “compass” for the orientation of company activities, setting objectives of
gradual improvement year in, year out.
ORGANISATIONAL MODEL AND CODE OF ETHICS
Beni Stabili S.p.A. SIIQ has adopted an "Organisation, management and control model" since 2003, in
compliance with Italian Legislative Decree No. 231/2001 (the "Model"), updated and supplemented in 2014
also in the light of the recent regulatory developments, which provides a set of rules, measures and
preventive procedures aimed at reducing the risk of committing crimes within the corporate organisation.
The Company has also adopted its own Code of Ethics and Conduct (the "Code of Ethics"), also updated
and supplemented in 2014, aimed at identifying the principles and values that the Company and the
companies of the Beni Stabili Group aspire to in the running of the business. This code is an essential
component of the Model in terms of its actual implementation in that it aims at recommending, promoting or
prohibiting certain behaviours, also beyond and regardless of what is provided by the regulations.
Adoption of the Code of Ethics is also one of the assumptions behind the efficient operation of the internal
control system. The Code of Ethics is published in the "Corporate Governance - Codes and Procedures" of
the company web site www.benistabili.it.
The compliance with the Model is guaranteed by a collective body with independent powers of initiative and
control, specially set up by the Company, called Supervisory Body.
The functions of the Supervisory Body also include the task of guaranteeing the adequacy of the Model,
monitoring the effectiveness of the Model and ensuring, also, (as guarantor) compliance with the Code of
Ethics.
RESEARCH
Beni Stabili S.p.A. SIIQ does not carry out research activities.
RELATIONS WITH SUBSIDIARIES, ASSOCIATES AND PARENT COMPANY
185
With reference to the type of relationships between the Group companies and the parent companies, please
refer to the Notes to the financial statements (Note 10).
SUBSEQUENT MAIN EVENTS
On 20 January 2015, Beni Stabili S.p.A. SIIQ signed with BNP Paribas and Sociètè Generale a mortgage
loan agreement amounting to 110,000 thousand of Euro, maturing in 20 January 2021.
This loan is secured by mortgage on 6 properties, of which three owned by Beni Stabili S.p.A. SIIQ and 3
owned by BS Immobiliare 8 S.p.A. SIINQ.
On the signing date, “Line A” referring to Beni Stabili properties of 47,556 thousand of Euro was used
whereas “Line B”, referring to the properties of BS Immobiliare 8 of 62,444 thousand of Euro will be used
within the period of availability of 30 June 2015.
OPERATING OUTLOOK
Reference is made to what is indicated in the Management Report of the Board of Directors to the
consolidated financial statements of the Beni Stabili Group as at 31 December 2014.
186
PROPOSAL TO APPROVE THE FINANCIAL STATEMENTS AS AT 31 DECEMBER 2014, COVERAGE
OF LOSS FOR THE YEAR AND THE DISTRIBUTION OF DIVIDENDS
Dear Shareholders,
As disclosed in the financial statements as at 31 December 2014 and in the Management Report, the year
closed with a net loss of 73,899,932.35 Euro.
As described in paragraph 6 in the notes to the Financial Statements as at 31 December 2014, this result
includes, pursuant to SIIQ regulations, a profit from tax-exempt operations of 8,495,201.93 Euro and a loss
on taxable operations of 82,395,134.28 Euro. Consequently, in accordance with the reference regulations,
the SIIQ is under no obligation to distribute the result of tax-exempt operations.
Considering that the net income for the year was significantly affected by extraordinary and non-recurring
items, in the absence of which it would have been positive, subject to approval of the financial statements as
at 31 December 2014, the Board of Directors proposes:
-
to fully cover the loss for the year 2014, amounting to 73,899,932.35 Euro using: i) 14,577,177.59
Euro from the Profit reserve for bonds, which consequently is zeroed; ii) 5,666,073.41 Euro from the
Profit reserve for Italian law 266/2005 revaluations, which would consequently drop from
155,978,979.80 Euro to 150,312,906.39 Euro; iii) 53,656,681.35 Euro from Capital reserve included in
the spin-off surplus, which would drop from 127,026,073.96 Euro to 73,369,392.61 Euro;
-
to reclassify the Non-distributable reserve pursuant to Article 6, Italian Legislative Decree no. 38 dated
28 February 2005 by 12,479,575.77 Euro, increasing the Retained earnings reserve by the same
amount. Consequently, the Non-distributable reserve pursuant to Italian Legislative Decree no. 38,
relating to the fair value measurement of property assets, would drop from 132,628,562.79 Euro to
120,148,987.02 Euro whereas the Retained earnings reserve would increase from 178,152.01 Euro to
12,657,727.78 Euro.
The amount of 12,479,575.77 Euro corresponds: i) to total write-downs recorded in 2014 on properties
previously written-up; ii) to total write-ups recorded in previous years on properties sold in 2014. These
amounts were reduced by the write-ups on properties recorded in 2014 in application of the fair value
option. The related deferred tax effect on the residual revaluations as at 31 December 2014 was
considered as well;
-
to distribute to the Shareholders a dividend of 0.022 Euro for each ordinary share in issue as at the exdividend date, net of treasury shares held on that date, to be withdrawn only from capital reserves and
profit reserves generated in tax periods prior to the adoption of the SIIQ regime.
Based on the shares in issue (2,269,425,886), net of treasury shares held (961,000), the total dividend
would amount to 49,906,227.49 Euro for withdrawal as follows: i) 12,657,727.78 Euro from the
Retained earnings reserve, which would consequently reduce to zero; ii) 37,248,499.71 Euro from the
Capital reserve included in the spin-off surplus, which would drop from 73,369,392.61 Euro to
36,120,892.90 Euro.
187
The dividend will be paid on the ex-dividend date of 4 May 2015 (coupon 19), from 6 May 2015.
Specifically, pursuant to the regulations in force, the entitlement to the payment of profits is determined
on the basis of accounting evidences relevant to the end of the accounting day of the first settlement
day following the payment date (record date: 5 May 2015).
Should you agree with the above proposals, we invite you to adopt the following resolutions:
“the General Meeting
-
having examined the Financial Statements as at 31 December 2014, which include the Management
Report;
-
having read the Report of the Board of Statutory Auditors prepared pursuant to Article 153, Italian
Legislative Decree no. 58 dated 24 February 1998;
-
having read the Report of the Independent Auditors, Mazars S.p.A., prepared pursuant to Articles 14
and 16, Italian Legislative Decree no. 39 of 27 January 2010,
resolves
-
to approve the Financial Statements as at 31 December 2014 and the related Management Report;
-
to fully cover the loss for the year 2014, amounting to 73,899,932.35 Euro using: i) 14,577,177.59
Euro from the Profit reserve for bonds; ii) 5,666,073.41 Euro from Profit reserve pursuant to Italian
Law 266/2005 revaluations; iii) 53,656,681.35 Euro from the Capital reserve included in the spin-off
surplus;
-
to reclassify the Non-distributable reserve pursuant to Article 6, Italian Legislative Decree no. 38 dated
28 February 2005 by 12,479,575.77 Euro, increasing the Retained earnings reserve by the same
amount;
-
to distribute to the shareholders a dividend of 0.022 Euro for each ordinary share in issue at the exdividend date, net of treasury shares held on that date. Based on the shares in issue (2,269,425,886),
net of treasury shares held (961,000), the total dividend would amount to 49,906,227.49 Euro for
withdrawal as follows; i) 12,657,727.78 Euro from the Retained earnings reserve; ii) 37,248,499.71
Euro from the Capital reserve included in the merger surplus.
The dividend will be paid on the ex-dividend date of 4 May 2015 (coupon 19), from 6 May 2015.
Specifically, pursuant to the regulations in force, the entitlement to the payment of profits is determined
on the basis of accounting evidences relevant to the end of the accounting day of the first settlement
day following the payment date (record date: 5 May 2015).to grant all powers, without exclusion or
exception, to the Board of Directors, hence to the Chairman and the Chief Executive Officer, permitting
them, separately, if necessary via the appointment of special attorneys, to take all action and complete
all formalities required to implement this resolution.
188
Financial Statements of Beni Stabili S.p.A. SIIQ
Statement of financial position
Income Statement
Statement of comprehensive income
Statement of changes in Equity
FINANCIAL STATEMENT OF BENI STABILI S.P.A. SIIQ
1
(Euro)
Notes
31.12.2014
31.12.2013
ASSETS
7.1.1
1.888.960.462
7.1.2
7.1.3
1.149.702
1.331.217
Intangible assets
7.1.4
171.597
172.192
Investments in:
- subsidiaries
- associetes
- other companies
7.1.5
7.1.5
7.1.5
1.111.533.699
3.000
1.538.197
429.247.640
3.000
1.561.766
Securities
7.1.6
6.667.590
6.801.300
7.1.7
28.985.357
41.392.253
Receivables due from subsidiaries and associates
7.1.8
948.839
26.583.984
Derivatives
7.1.8
Deferred tax assets
7.1.9
-
846.304
Trading properties
7.2.1
1.771.924.900
117.720.002
-
13.626.420
66.283.906
3.054.431.167
2.463.022.160
63.304.661
72.646.730
7.2.2
93.172.495
25.902.271
7.2.3
290.069.850
126.001.285
7.2.4
105.146.108
104.575.003
551.693.114
329.125.289
Asset held for sale
7.2.5
1.000.000
39.820.000
3.607.124.281
2.831.967.449
226.942.589
341.403.653
562.562.043
(73.721.781)
191.630.290
230.210.446
613.770.993
(8.523.354)
7.3
1.057.186.504
1.027.088.375
Borrowings
7.4.1
1.835.890.972
1.472.433.250
7.4.2
Derivatives
7.4.3
91.347.716
57.778.966
7.4.4
319.660
288.950
7.4.5
Total assets
EQUITY
Share capital
Other reserves
Retained earnings
Total Equity
LIABILITIES
-
10.050.289
4.834.952
11.531.321
1.932.393.300
1.552.082.776
Borrowings
7.5.1
478.775.512
191.054.277
Payables due to subsidiaries and associates
7.5.2
84.181.189
1.800.184
7.5.3
48.186.411
54.863.350
7.5.4
6.401.365
5.078.487
617.544.477
252.796.298
Total liabilities
2.549.937.777
1.804.879.074
Total Equity and liabilities
3.607.124.281
2.831.967.449
190
2
INCOME STATEMENT
(Euro)
Notes
Rental revenues
Property costs
31.12.2014
31.12.2013
101.852.592
(21.469.555)
104.014.018
(24.592.093)
Net rental revenues
7.6.1
80.383.037
79.421.925
7.6.2
1.532.761
1.437.302
(6.208.921)
(10.761.502)
(6.287.794)
(10.614.199)
Staff costs
Overheads
7.6.3
(16.970.423)
(16.901.993)
7.6.4
7.6.4
3.025.745
(16.238.028)
1.215.808
(4.349.340)
(13.212.283)
(3.133.532)
9.297.590
(9.230.233)
7.055.000
(6.740.058)
Total other revenues and income/(other costs and charges)
Trading properties sales
Costs of sales
Profit/(loss) on disposale of trading properties
7.6.5
Investment and development properties sales
Cost of sales
67.357
74.500.000
(72.226.137)
Profit/(loss) on disposal of investment and developments properties
7.6.5
Held for sale properties sales
Cost of sales
2.273.863
800.000
(808.000)
Profit/(loss) on disposal of held for sale properties
7.6.5
(8.000)
314.942
28.000.000
(27.076.171)
923.829
19.594.182
(19.465.684)
128.498
14.881.730
18.196.563
(17.942.778)
(62.354.269)
Property write- ups / property write-downs
(3.061.048)
(44.157.706)
EBIT
51.005.264
18.033.265
(126.543.993)
45.620.932
(154.371)
(79.802.783)
38.700.076
(194.928)
(30.072.168)
(23.264.370)
(43.827.765)
11.613.080
(73.899.933)
(11.651.290)
Property write- ups
7.1.1/7.1.2 7.2.1/7.
Property write- downs
Income/(charges) from associates
Income/(charges) from other companies
7.6.6
7.6.7
7.6.7
EBT
Tax
7.6.8
Net Income
Earnings per share (€)
- Basic
7.6.9
(0,03723)
(0,00608)
- Diluted
7.6.9
(0,03723)
(0,01048)
191
3
STATEMENT OF COMPREHENSIVE INCOME
(Euro)
31.12.2014
Net income
(73.899.933)
Other components of the Statement of Comprehensive Income (that will be subsequently reclassified to the
income statement)
Gross changes in the Cash Flow Hedge reserve
-
31.12.2013
(11.651.290)
-
(18.807)
25.878.406
Income tax relating to the changes described above
(351.832)
(365.181)
Total other components of the Statement of Comprehensive Income (that will be subsequently reclassified
to the Income Statement)
(370.639)
25.513.225
Staff termination benefit measurement: actuarial differences
(28.823)
-
Other components of the Statement of Comprehensive Income (that will not be subsequently reclassified to
the income statement)
(28.823)
-
Comprehensive income
(74.299.395)
192
13.861.935
FINANCIAL STATEMENTS OF BENI STABILI S.P.A. SIIQ
4
STATEMENT OF CHANGES IN EQUITY
(Euro)
Share premium
reserve
Share capital
Balance as at 01 January 2012
191.630.290
230.210.446
Other reserves
Retained
earnings
699.340.442
(7.201.848)
178.718
178.718
(4.327.676)
(37.809.846)
(42.137.522)
Valuation of free shares plans
Total
Equity
1.113.979.330
(47.762.701)
47.762.701
7.437.393
(25.661.114)
(18.223.721)
654.687.458
(22.731.389)
1.053.796.805
(123.922)
270.592
146.670
(13.629.286)
(28.508.235)
(42.137.521)
(54.096.968)
54.096.968
191.630.290
230.210.446
Merger Surplus
1.420.486
Capital increase with share premium (including costs)
191.630.290
230.210.446
35.312.299
111.193.207
-
1.420.486
25.513.225
(11.651.290)
13.861.935
613.770.993
(8.523.354)
1.027.088.375
146.505.506
29.540
29.540
(28.266.104)
(22.601.747)
22.601.747
(370.639)
(73.928.756)
(74.299.395)
562.562.043
(73.721.781)
1.057.186.504
226.942.589
341.403.653
193
(13.871.418)
(42.137.522)
-
FINANCIAL STATEMENTS OF BENI STABILI S.P.A. SIIQ
5
STATEMENT OF CASH FLOWS
(Euro)
31.12.2014
(30.072.168)
EBT
Amortisation of intangible fixed assets
31.12.2013
(23.264.370)
63.474
68.263
238.857
251.284
Unrealised property (write-ups)/write-downs
3.001.047
45.174.706
(Write-ups)/write-downs of investments
1.161.681
1.714.366
50.277.875
13.504.633
Depreciation of operating and other assets
Non-cash financial charges/(income) on derivatives and amortised cost
Non-cash charges for free share plans
Provisions for risks and charges and receivables
Releases of provisions for risks and charges and receivables
29.540
146.671
12.960.259
3.281.852
(33.123)
Cash flow from operating activities
37.627.442
Taxes (net of the portion related to the deferred tax)
(197.000)
40.680.405
1.781.517
163.987
39.408.959
40.844.392
(56.718.561)
(1.710.000)
Movements in assets and liabilities
Receivables/payables for property sale/purchase
Exit tax
(9.935.556)
(9.602.059)
(73.979.314)
(58.891.553)
(101.224.472)
(29.359.220)
Increase in intangible assets
(62.879)
(15.194)
Increase in operating and other assets
(58.343)
(74.870)
(35.837.771)
(39.844.397)
(683.290.461)
(29.887.040)
81.683.233
51.910.810
Other assets/other liabilities
Cash flow before investing and financing activities
Investing activity
Increase in properties
Purchase/other increases in investments and securities
Disposal of properties
Disposal/other reductions in investments and securities
-
18.573.043
Financing activity
Dividends distribution
(42.137.522)
Capital increase with shares premium (including costs)
146.505.506
Increase/(decrease) in borrowings
634.992.813
Increase/(decrease) in cash flow due to merger/transfer
-
Net increase/(decrease) in cash and cash equivalents
570.104
(42.137.522)
159.341.192
80.976
88.587.778
Cash and cash equivalents at beginning of period
104.575.003
15.987.225
Cash and cash equivalents at end of period
105.145.107
104.575.003
194
1
GENERAL INFORMATION
Beni Stabili S.p.A. SIIQ (the "Company"), which also operates through a number of subsidiaries, is one of
Italy’s leading property investment and management companies. It invests primarily, directly and via its
subsidiaries or joint ventures, in office properties, mainly located in Italy and leased to major industrial and
financial companies under medium/long-term lease contracts. While not its main business, the company also
provides services primarily to Group companies, and property improvement and development activities
directly or through its subsidiaries.
The company is a joint-stock company established and domiciled in Italy, with its registered office in Rome,
at Via Piemonte 38, and branch office in Milan, at Via Carlo Ottavio Cornaggia 10, and is listed on the Italian
Stock Exchange and the Euronext market in Paris.
With effect from 2011, the Company adopted the special regime for Listed Real Estate Investment
Companies (SIIQ) and has: i) a 97.8% investment in the share capital of Imser 60 SIINQ S.p.A., which
adopted the special regime for Unlisted Real Estate Investment Companies (SIINQ) as from the 2011
financial year; ii) a 100% investment in the share capital of B.S. Immobiliare 8 S.p.A. SIINQ and B.S.
Immobiliare 9 S.p.A: SIINQ, which adopted the special regime for Unlisted Real Estate Investment
Companies (SIINQ) as from the 2013 financial year.
2
BASIS OF PRESENTATION AND ACCOUNTING POLICIES
2.1
Basis of presentation
This interim Financial Report prepared under the article 2501-quater of the Italian Civil Code (here after also
simply “Financial report”) has been prepared under International Accounting Standards (IAS) and
International Financial Reporting Standards (IFRS), integrated by the Standing Interpretations Committee
(SIC) and the International Financial Reporting Interpretations Committee (IFRIC) issued by the International
Accounting Standards Board (IASB) and adopted by the European Commission in compliance with the
procedure referred to in art. 6 of the Regulations (EC) no. 1606/2002.
Cost represents the general criterion adopted for all assets and liabilities, except for investment properties,
properties held for sale, properties under development and certain financial assets and liabilities for which
the fair value was recognised to the Income Statement and/or in Equity.
The basis of presentation adopted in the preparation of these financial statements was in line with that
adopted in drawing up the 2013 financial statements.
Preparation of the financial statements requires the use of estimates and judgements reflected in the value
of assets and liabilities. Critical estimates, judgements and accounting policies used by the Company are
described in Note 4.
196
Based on the classification adopted for the Statement of Financial Position, assets and liabilities are broken
down between "current" and "non-current", while the classification adopted for the Income Statement
classifies costs and revenue by kind. In fact, it is believed that such classifications, compared with the
classifications by liquidity level, as regards the Statement of Financial Position, and by allocation, as regards
the Income statement, allow a better description of the operations and financial position of the Company.
The adopted Statement of Cash Flows gives separate indication of cash flows generated by operations,
investing activity and financing activity. Note that, as permitted under paragraph 18(b) of IAS 7 "Statement of
Cash Flows", the Statement of Cash Flows is prepared according to the "indirect method”.
The financial statements are presented with comparative data in accordance with requirements of the abovementioned standards. In order to facilitate comparison of the data, certain immaterial figures from 2013 were
reclassified, wherever deemed suited. Where applicable, the financial statements and related notes also
include additional information on financial statements formats and disclosures required under Consob
Resolution no. 15519 of 27 July 2006 and Consob Communication no. 6064293 of 28 July 2006.
All the figures presented in these financial statements are, unless otherwise indicated, stated in thousands of
Euros. The statement of financial position, income statement, statement of comprehensive income,
statement of changes in Equity and the statement of cash flows are instead expressed in Euros.
2.2
Segment reporting
An operating segment is a group of assets and operations generating costs and revenues, for which
separate accounting information is available, and for which the related results are periodically reviewed by
the executive management in order to adopt measures as to resources to be allocated to the segment and
assessment of the related results.
Segment reporting by the company is defined according to the breakdown by operating segment, making a
distinction between property-related activities and services. Property-related activities are then further broken
down on the basis of the accounting categories into which the property assets are divided. Secondarily,
information is also provided by geographical segment, defined according to property location.
2.3
Foreign currency transactions
(a)
Functional and presentation currency
The financial statements are presented in Euros, whilst the Notes are presented in thousands of Euros. The
Euro is the Company’s functional and presentation currency.
(b)
Foreign currency transactions and balances
197
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing
at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation at closing exchange rates of cash assets and liabilities denominated in
foreign currencies are recognised in the Income Statement.
Differences resulting from the translation of non-cash assets or liabilities are recognised in Equity in the
period in which they occur, if profits and losses resulting from the measurement of such items are recognised
directly in Equity. If, instead, profits or losses related to the valuation of non-cash assets are accounted for in
the Income Statement, any exchange difference will be recognised on the same basis, except for any profit
or loss generated by application of the fair value principle. In this case, any exchange differences are
accounted for in Equity.
2.4
Investment properties are those held to earn rental revenues and for capital appreciation.
Investment properties are initially stated at cost, inclusive of transaction costs, and are subsequently
measured at their fair value, and any change of such fair value is recorded in the Income Statement.
The real estate portfolio is valued semi-annually, on 30 June and 31 December, by an external independent
valuation company, duly recognised and qualified and in possession of up-to-date knowledge of the locations
and features of the properties being valued. The valuation is entrusted to two or more independent experts,
who will be rotated every three years within the range of the property assets, though reserving the option to
defer the three-yearly rotation (for a further three years) if deemed necessary.
The fair value of the properties is based on the market value, represented (in compliance with the provision
of IFRS 13 “Fair value measurement”) by the estimate of the price at which the property would be traded on
the measurement date and under current market conditions, as part of an ordinary transaction between
market operators acting in the best manner to meet their economic interest (reference is made to Note 4.1
for the description of the fair value measurement methods).
When a property classed as an operating property is transferred to investment property following a change in
use, any difference between the carrying amount and the fair value of the property at the date of transfer is
recognised, in case of profits, directly in Equity. Where instead the difference represents a loss, this is
recognised immediately in the Income Statement.
2.5
Properties under renovation, conversion, construction and development (hereinafter generically referred to
as "development activities") for which a future use as investment properties is expected, are classified in this
category.
These properties are individually recognised using the cost principle (initially at the purchase cost or the last
carrying amount if reclassified to this category from another property category), remaining as such until the
related fair value proves to be reliably calculable on an ongoing basis. From that moment the fair value
198
measurement principle is adopted (reference is made to Note 4.1 for the description of the fair value
The carrying amount of the property is incremented by all costs incurred for development activities, financial
charges and any cost for staff employed in such activities.
The capitalization of financial charges is performed for the period between the start of such activities up to
the moment the properties are essentially ready for their intended use, considering, in addition to costs on
borrowings specifically for property purchase and development, also costs related to loans not directly
guaranteed by them.
2.6
Leases
Leases are classified as finance leases or operating leases. Under the terms of a finance lease, the risks
and rewards of ownership of an asset are substantially transferred to the tenant, whilst under the terms of an
operating lease the risks and rewards of ownership substantially pertain to the lessor.
(a)
Finance leases
(i)
Beni Stabili S.p.A. SIIQ as lessee in finance leases
On initial recognition, the lessee company records the asset as a fixed asset and a borrowing as a reverse
entry for an amount equal to the lower of the fair value of the asset being leased and the current value of the
minimum payments due when the contract starts, using the contract interest rate. At each reporting date, the
financial charges for the period are recognised in the Income Statement, after breaking down the rentals in
accordance with the interest rate implicit in the lease. The capital element of the rental paid is instead
recognised as a decrease in the borrowing.
(ii)
Beni Stabili S.p.A. SIIQ as lessor in finance leases
On initial recognition, regardless of legal title, the value of the asset is derecognised from assets and a
receivable is recognised corresponding to the present value of the sum of minimum lease payments due at
inception of the lease and the remaining unsecured value. The discount rate used is the interest rate implicit
in the lease. At each reporting date, the financial income for the period is recognised in the Income
Statement, calculated on the basis of the rate of return implicit in the lease applied on a straight-line basis
throughout the lease term. The estimated remaining unsecured value is periodically subject to impairment
testing.
(b)
Operating leases
Lease payments under operating leases are recognised as revenues or costs in the Income Statement on a
straight-line basis over the lease term.
Lease contracts for properties are classified and accounted for on the same basis as operating leases.
Please refer also to Note 2.19(i) below.
199
2.7
Operating properties and other assets are accounted for at purchase or construction cost, based on the fair
value of the consideration paid in order to acquire the asset and any other directly attributable costs of
making the asset ready for its intended use.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that the future economic benefits associated with the item will flow to
the Company and the cost of the item can be reliably measured. All other repair and maintenance costs are
recognised as costs in the Income Statement in the period in which they are incurred.
After initial recognition, operating properties and other assets are carried at cost, reduced by any
accumulated depreciation or impairment.
Depreciation of the assets is calculated using the straight-line method over the estimated useful life of the
asset. Assets with unlimited useful lives are not depreciated. In the case of operating properties, the value of
land included in the purchase or construction cost is treated separately and not depreciated.
The useful lives of the various asset classes are shown below:

33.33 years

Land
unlimited

Other assets
4-12 years
Major renovations are depreciated over the remaining useful life of the related asset.
An asset's remaining useful life is reviewed and adjusted, if appropriate, at each reporting date.
An asset's carrying amount is written down if lower than the asset's estimated recoverable amount.
Profit and loss on disposals are determined by comparing the proceeds with the carrying amount and are
recognised in the Income Statement.
2.8
Intangible assets
An intangible asset is an identifiable non-cash asset without physical substance and from which future
economic benefits are expected to flow to the company.
Intangible assets are recognised at their purchase cost. After initial recognition, intangible assets are carried
at cost, net of any accumulated amortisation or impairment.
The intangible assets refer only to software represented by the cost of licences purchased from third parties
and of proprietary software (limited to costs incurred in the actual development stage). These costs are
amortised over their estimated useful lives, which is no more than 5 years. Costs associated with maintaining
existing software programs are recognised in the Income Statement in the period in which they are incurred.
Costs attributable to new medium to long-term borrowings are recognised as direct adjustments to the
nominal value of the borrowings, in application of the amortised cost method.
200
2.9
Financial assets
In accordance with IFRS 10, we have control over an entity (subsidiary) if and only if, at the same time:

we have power over the investee entity, qualifying as having valid rights for addressing its relevant
activities, i.e. those activities impacting significantly on its profitability;

we have the ability to exercise this power over the investee entity so as to affect its profitability;

the profitability (positive and negative) of our investment varies depending on the profitability of the
investee entity.
Unser IFRS 11 an entity under a joint control (joint venture) is an entity over which the Group has the control
in joint with third parties. In particular, the joint control is the contractually agreed sharing of control of an
entity, and exist only when decisions about the relevant activities require the unanimous consent of the
parties that control the arrangement collectively.
Unser IAS 28 an associates is an entity over which the investor has a significant influence, that means the
power to participate in the financial and operating policy decision of this entity even there is not a control
over it.
Investments in subsidiaries, joint ventures and associates are initially recognised at purchase or
incorporation cost, represented by the fair value at the exchange date and any other directly attributable
acquisition costs.
The initial cost of investments continues to be recognised in the financial statements in future years, with the
exception of the following cases:

following capital transactions;

if there is impairment, in order to bring the carrying amount into line with the recoverable amount of the
investment.
Dividends paid by subsidiaries, joint ventures and associates are recognised on an accrual basis in the
Income Statement, when the right to receive payment is established (which generally coincides with the
resolution to distribute dividends adopted by the companies’ Shareholders Meetings). Dividends paid from
earnings accumulated prior to acquisition of the investment represent an adjustment to the value of the
investment, and are therefore deducted from the carrying amount.
For measurement purposes, financial assets are allocated to the following categories: financial assets
measured at fair value through the Income Statement; loans and receivables; held-to-maturity financial
assets; and available-for-sale financial assets. Directors classify each financial asset at the time of initial
recognition and review the initial classification at the end of each reporting period.
(a)
Financial assets measured at fair value in the Income Statement
201
This category includes financial assets held for trading. Investments in this category are classified as
current assets if their disposal is expected in the twelve months after the end of the reporting period.
(b)
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable maturities that
are not traded on an active market. They are included in current assets, except for maturities of more
than twelve months after the end of the reporting period, which are classified as non-current assets.
(c)
Held-to-maturity financial assets
Held-to-maturity financial assets are non-derivative financial assets that the Company intends to hold
to maturity and has the ability to do so. Their classification as current or non-current assets depends
on whether their projected realisation is within or after 12 months from the reporting date.
(d)
Available-for-sale financial assets
Available-for-sale financial assets are a residual category consisting of non-derivative financial
instruments that are either designated to this category by Management or cannot be attributed to any
of the other financial investment categories described above. They are included in non-current
assets unless Management intends to dispose of the investment within twelve months of the
reporting date.
Regardless of their classification, financial assets are initially recognised at fair value plus transaction costs.
Financial assets are derecognised when the rights to receive cash flows from the investments have expired
or have been transferred and the company has substantially transferred all risks and rewards of ownership of
these assets.
After initial recognition, financial assets measured at fair value through the Income Statement and availablefor-sale financial assets are accounted for at fair value. In the first case, changes in fair value are recognised
in the Income Statement in the period in which they arise, whilst in the second case changes are recognised
in Equity (the reserve for available-for-sale financial assets). This reserve is only recorded in the Income
Statement when the financial asset is effectively disposed of or, in the event of a loss, when there is
evidence that the impairment recognised in Equity cannot be recovered.
The fair value of financial assets traded on active markets is based on current bid prices. If there is no active
market for a financial asset (and securities not traded on a regulated market), the company establishes fair
value by using valuation techniques. These include the use of recent arm’s length transactions, reference to
other instruments that are substantially the same and discounted cash flow analysis adapted to reflect the
issuer’s specific circumstances. Financial assets whose fair value cannot be reliably measured are stated at
cost less any impairment charges.
The treatment of derivatives is described below in Note 2.18.
After initial recognition, loans and receivables and held-to-maturity financial assets are carried at amortised
cost using the effective interest method. Any impairment is recognised in the Income Statement as a
balancing entry to the value of the asset. Impairment recognised for an asset in prior years is reversed if the
circumstances that resulted in the impairment no longer apply.
202
2.10
Trading properties
Trading properties, even when subject to preliminary renovation and development activities, are classified
under current assets and accounted for at the lower between purchase or construction cost and the net
realisable value (IAS 2). The purchase cost is the fair value of the price paid, including any directly
attributable transaction costs. The production cost is the fair value of all the costs directly attributable to the
property, borrowing costs directly attributable to construction and any costs for the staff used in such
activities (if any; financial charges are only recognised from the start of the loan period and until the property
is substantially ready for use.
The net realisable value is determined on the basis of the fair value, less any estimated sales costs.
2.11
Trade and other receivables are initially recognised at fair value and then on the basis of amortised cost
using the effective interest rate method, less provisions for impairment.
Provisions for impairment of trade or other receivables are established when there is objective evidence that
the company will not be able to collect all amounts due according to the original terms of the receivable. The
amount of the provisions is the difference between the carrying amount of the receivable and the present
value of estimated future cash flows, using the effective interest rate. Provisions are recognised in the
Income Statement.
2.12
Cash and cash equivalents include cash in hand and cash assets, current account balances and bank
deposits and other highly liquid short-term financial investments.
2.13
Assets and liabilities held for sale
This item is comprised, respectively, of assets (other than trading properties) or groups of discontinued
assets, together with the related liabilities, the carrying amount of which will be recovered mainly through a
sale transaction rather than through its continuous use. Such reclassification occurs only when the assets
are available for immediate sale, in their current condition and the likelihood of their sale is high. In order for
the sale to be highly likely, the assets should be included in a divestment program, the activities for the
identification of a purchaser and for the completion of the divestment program must be initiated, the sale
must be performed at a reasonable price compared with the fair value of the transferred assets and it should
be expected to take place within one year, or longer, provided that any delay is due to events or
circumstances beyond the Group's control and that sufficient evidence exists that the Group continues to be
committed to the planned divestment.
Assets or groups of discontinued assets that are different from the properties previously classified as
"investment properties" and measured at fair value, are recognised at the lower of their carrying amount and
203
their fair value net of any sales cost at the time of their initial recognition as held for sale. When a newly
acquired asset or group of discontinued assets satisfies the criteria for their classification under this
category, and its acquisition is part of a business combination, their initial recognition is at fair value net of
sales costs.
After their initial recognition, any loss due to decreases in fair value, net of sales costs, are recorded in the
Income Statement. On the other hand, revaluations for any increase in fair value net of sales costs are
recognised in the Income Statement only to the extent of their previous write-down.
Otherwise, the properties previously classified as "Investment Properties" and measured at fair value, as
provided by the applicable standards (IFRS 5, Note 5d), continue to be measured at their fair value
(reference is made to Note 4.1 for the description of the fair value measurement methods).
Assets coming under this category are not depreciated.
Properties for which a preliminary sale contract was signed, the sale price less selling charges, represents
the benchmark value of the fair value.
2.14
Borrowings
Borrowings are initially recognised at fair value, less transaction costs incurred. Subsequently, they are
recognised at their amortised cost; any difference between the proceeds (net of transaction costs) and the
aggregate redemption value is recognised in the Income Statement based on the duration of the borrowing,
using the effective interest rate method. Transaction costs are included in the determination of related
Borrowings are classified as current liabilities, unless the company has an unconditional right to defer
settlement of the liability for twelve months after the end of the reporting period. In this case, only the portion
falling due within twelve months after the end of the reporting period is classified as a current liability.
2.15
Deferred tax
Deferred tax is calculated on all the temporary differences existing between the tax value of assets and
liabilities and their carrying amounts.
Deferred tax is determined using the rates and tax regulations that are reasonably expected to apply when
the related deferred tax assets are realised or the deferred tax liabilities are settled.
Deferred tax assets are recognized to the extent that it is probable that future taxable income will be
available against which the temporary differences can be utilised.
Deferred tax is recognised on temporary differences arising on investments in subsidiaries, joint ventures
and associates, except where the timing of reversal of the temporary difference is controlled by the company
and it is probable that the temporary difference will not reverse in the foreseeable future.
2.16
204
(a)
Post-employment benefits
The only form of post-employment benefit provided to staff by the company is represented by staff
termination benefits.
In the light of amendments made to regulations by the "2007 Finance Act" (Law no. 296 of 27 December
2006), staff termination benefits are accounted for by the company in accordance with the following rules:
i)
for "defined benefit plans", as regards the portion of staff termination benefits accrued as at 31
December 2006, through actuarial calculations which do not include the item related to future salary
increases;
ii)
for "defined contribution plans", as regards the portion of staff termination benefits accrued from 1
January 2007, both in case of election of a supplementary pension scheme and in the event of
allocation to the INPS treasury fund.
(b)
Termination benefits and incentive schemes
Termination benefits are recognized in the Income Statement and in liabilities when the company is
demonstrably committed to terminating the employment of an employee or group of employees before the
normal retirement date, and to providing termination benefits to the employee or group of employees as a
result of an offer through a voluntary redundancy incentive. The company recognizes its commitment on
signing an agreement with the employee governing termination of employment and the recognition of
incentives.
The above benefits are recognized immediately in the Income Statement, as they are not capable of
generating future economic benefits.
(c)
Share-based plans
The Company awards bonuses to certain employees in the form of Stock Option plans and free shares. The
estimated benefit attributed to the beneficiaries of such plans is charged to the Income Statement over the
vesting period, with a corresponding increase in Equity reserves or in a debit item in favour of the
beneficiaries, depending on whether the stock option plan is settled in shares or cash. The benefit is
calculated by determining the fair value of the options assigned, using pricing models and taking account of
arm's length conditions. The number of options assigned is updated at each reporting date if necessary.
The proceeds received, less any directly attributable transaction costs, are credited to share capital (nominal
value) and the share premium reserve when the options are exercised.
2.17
Provisions for risks and charges are recognized when:
-
the company has a present (legal or constructive) obligation as a result of a past event;
-
it is highly probable that an outflow of resources will be required to settle the obligation;
205
-
the amount of the obligation can be reliably estimated.
Provisions are measured on the basis of management’s best estimate of the expenditure required to settle
the present obligation at the reporting date. The discount rate used to determine the present value reflects
current market assessments of the costs of money, taking into account the time existing between the date of
the Financial Statement and the date on which the obligation will be settled, and the risks specific to the type
of liability concerned.
2.18
Derivative and hedge accounting
Derivatives are initially recognized and subsequently measured at their fair value. The derivatives entered
into by the company are classified as highly probable cash flow hedges.
When signing the contract, Beni Stabili S.p.A. SIIQ documents the relationship between the hedging
instruments and the hedged items, and its objectives and strategies for managing the risk. It also documents
its assessment of whether the derivatives that are used in hedging transactions are highly effective in
offsetting changes in cash flows of hedged items on an ongoing basis.
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow
hedges is recognized in Equity. However, the gain or loss relating to the ineffective portion is recognized in
the Income Statement.
Amounts accumulated in Equity are reversed to the Income Statement in periods when the hedged item will
affect profit or loss.
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge
accounting, any cumulative gains or losses existing in Equity at that time will be recorded in the Income
Statement when the expected transaction is definitively recognized in the Income Statement. When a
forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in Equity is
transferred to the Income Statement.
2.19
Revenues
Revenues are recognized as follows:
(i)
Rental revenues
Rental revenues generated by lease contracts similar to operating leases are recognized over the
lease term on a straight-line basis, unless another systematic criterion is available to better represent
time frames over which the rewards deriving from the use of the leased asset are reduced.
Rental revenues also include amounts paid by the sellers of properties by way of guaranteed
annuity.
Rental revenues generated by lease contracts similar to finance leases are recognised according to
methods that reflect the constant rate of return on the net investment, by dividing their amount into
the refund of income from tenants recorded originally, and the related financial income.
206
(ii)
Revenues from property sales
Revenues from property sales are recognised in the Income Statement when the risks and benefits
of ownership have been transferred to the buyer. This normally coincides with contract closing.
(iii)
Revenues for services
Service revenues are recognised in the accounting period in which the services are provided with
reference to conclusion of the specific transaction, assessed on the basis of the actual service
provided as a proportion of the total services to be provided under contract.
(iv)
Dividends are recorded when arise the right to their payment.
2.20
Financial income and charges and profit/(loss) on investments in subsidiaries, associates
and other companies
Financial income and charges are recognized on an accruals basis, using the effective interest method
(where applicable).
Financial income and charges include the effects of discounting receivables and payables and from the
measurement of derivatives in accordance with IAS 39.
Dividends are recognized when the right to receive payment arises.
2.21
Seasonality of business
The company’s business operations are not generally affected by seasonal phenomena.
3.
3.1
FINANCIAL RISK MANAGEMENT
Financial risk factors
The company’s activities expose it to a variety of financial risks: market risks, credit risks and liquidity risks.
The company’s operating and financial policies seek, among other things, to minimise the potential adverse
effects of such risks on the company’s financial performance. The company uses hedging instruments to
hedge certain risk exposures.
(a)
Market risk
(i)
Property value risk
Investment properties, properties held for sale and, where applicable, properties under development are
measured at fair value and changes are recognized in the Income Statement. Fluctuations in property prices
207
can therefore have a significant effect on the company’s results. Furthermore, part of the results derives from
property trading, albeit marginal, which is also significantly influenced by property value trends and the
volume of potential transactions over time.
The property market is affected by the cyclical nature of rents and property prices; the duration of cycles is
variable, but is generally long-term. Different national markets have different cycles that are often not in step
with each other due to the specific economic and business environments. Within each national market,
moreover, price trends track the cycle in differing ways and with different degrees of intensity, depending on
the location and features of the properties.
The macroeconomic factors that have most influence on property values and therefore determine the various
cyclical trends are the following:
-
interest rates;
-
market liquidity and availability of profitable alternative investments;
-
economic growth.
Low interest rates, high market liquidity and a lack of profitable alternative investments generally accompany
an increase in property values.
Economic growth generally drives demand for rented space and pushes up rents, above all in the office
segment, which is the company’s primary area of operation. This in turn has a positive effect on property
prices. It should be noted, however, that in the mid-term, economic growth normally generates a rise in
inflation and thus in interest rates, thereby increasing availability of profitable alternative investments. All
such factors exert downward pressure on property prices.
The company’s investment policy aims to minimize the impact of different stages of the cycle, by selecting
investments, either directly or via its subsidiaries or joint ventures:

with long-term leases entered into with quality tenants, enabling it to mitigate the impact of falling market
rents and the resulting decline in property prices;

located primarily in the centres of major Italian cities (above all Rome and Milan) that have a structural
shortage of good quality office space;

(ii)
with low "vacancy rates", so as to avoid the risk of having to re-let space in times of limited demand.
Interest rate risk
The company’s borrowings are normally subject to floating rates plus a spread. Interest rate movements
therefore have a significant effect on results. Beni Stabili S.p.A. SIIQ’s policy is to hedge exposure to interest
rate risk as far as possible, so as to limit substantial exposure to property-related risks. In any event, the
company does not perform purely speculative transactions, or any transactions not directly connected to its
debt exposure.
Beni Stabili S.p.A. SIIQ manages interest rate risk by using derivative contracts: swaps, caps and collars.
208
Interest rate swaps have the effect of converting borrowings from floating rate to fixed rate over part or all of
the borrowing term, and regard a portion or the entire amount.
Caps and collars have the effect of establishing an upper limit, and in the case of a collar a lower limit, on
fluctuations in the interest rates of the various borrowings over part of or all the borrowing term.
The company constantly monitors the rate risk, through quarterly testing of the effectiveness of hedging
instruments, accompanied by a summary report.
As at 31 December 2014, taking into account the outstanding hedging transactions on floating and fixed rate
borrowings, 84.83% (93.29% as at 31 December 2013) of the financial exposure of Beni Stabili S.p.A. SIIQ
is paid at fixed rate.
The following tables present the effects on nominal interest flows, net of the relevant effects on hedging
spreads, connected to the existing financial liabilities at year end and referring to the following financial year,
as resulting from a sensitivity analysis conducted assuming a possible change in interest rates of plus or
minus 100 basis points compared to the rates determined on 31 December 2014.
+ 100 bp
- 100 bp
31 December 2014
Change in derivative spreads
(7,818)
623
4,053
(327)
16
(1)
(3,749)
295
Total effect on net income
+ 100 bp
- 100 bp
31 December 2013
Change in derivative spreads
Total effect on net income
(7,238)
2,157
6,527
(1,927)
20
(6)
(691)
224
The table summarises the aggregate effects on the fair values of existing derivatives if the interest rates at
each year end were 100 basis points higher or lower than the actual interest rates. The same table also
shows the portion of effects, net of related tax, which would be recognised directly to Equity.
31 Decem ber 2014
+ 100 bp
- 100 bp
changes in fair value
(*)
+ 100 bp
- 100 bp
37,590
(19,342)
37,590
(19,342)
Total
37,590
(19,342)
37,590
(19,342)
31 Decem ber 2013
+ 100 bp
Tax effect
Total
(*)
(iii)
- 100 bp
18,977
(14,084)
-
-
18,977
(14,084)
changes in fair value
+ 100 bp
- 100 bp
18,977
(14,084)
(123)
90
18,854
(13,994)
With reference to the figures as at 31 December 2014, note that in the event that interest rates increased or decreased by 100 basis points, 726
thousand of Euro and (142) thousand of Euro, respectively, would have been recognised in the Income Statement as changes relating to overhedging shares.
Foreign exchange risk
209
As at 31 December 2014, the Company was operating in the Euro Area only, and was therefore not exposed
to foreign exchange risk.
(b)
Credit risk
The following table summarises the company's maximum exposure to credit risk.
Balance
31.12.2014
Balance
31.12.2013
De s cription
Net trade and other receivables (current and non-current)
122,158
67,294
Receivables f rom subsidiaries and associates (current and non-current)
291,019
152,585
846
-
Cash and cash equivalents (net of cash in hand)
105,142
104,572
Total
519,165
324,451
All the financial assets listed above refer to relations in Italy. The carrying amounts of the aforementioned
financial assets correspond to the relevant fair values.
As regards trade and other receivables, both current and non-current, the table below details their relevant
gross amount, amounts past due, related amortisation and the amount not yet due, together with an
indication of maturity within or beyond twelve months.
Description
Tenants
Guarantee deposits
Tax receivables
Total
Gross
receivables
31.12.2014
60,848
59,389
77
10,749
312
11,515
5,813
148,703
Gross
receivables
past due
Write-dow n of
past due
receivables
5,648
35,389
10,749
17
18
1,497
53,318
(5,648)
(17,329)
(2,222)
(17)
(18)
(1,311)
(26,545)
Receivable
s not yet
due
Receivables m aturing
w ithin 12
m onths
55,000
24,000
77
295
11,497
4,316
95,185
55,000
8,286
77
4,014
4,316
71,693
over 12
m onths
15,714
295
7,483
23,492
The table below, on the other hand, presents gross receivables past due with percentage breakdown by
maturity.
Past due by
Gross
receivables
past due
31.12.2014
Description
less than
6 months
Tenants
Guarantee deposits
Tax receivables
Other receivables
5,848
35,389
10,749
17
18
1,497
11,643
54
Total
53,518
11,697
-
6 months1 year
6,376
2,284
8,660
more than
1 year
5,848
17,370
8,411
17
18
1,497
33,161
Credit recovery expectations are assessed on a position-by-position basis, taking into account the existing
guarantees validly enforceable and the opinion of external legal advisors who follow the related recovery
actions (if any). All receivables for which a loss is probable were written down accordingly at year end. With
reference to changes in provisions for write-downs, please see Notes 7.1.7 and 7.2.2 below.
As shown in the tables above, receivables as at 31 December 2014 mainly include:
210
-
“Receivables from property sales and investment disposals” related to: i) the credit spread for the
sale (in 2014) of the property in Milan via Fogazzaro, of 55,000 thousand of Euro, the collection of
which, backed by a bank guarantee at first demand, is expected by the end of May 2015; ii) a
receivable from the Municipality of Rome of 4,241 thousand of Euro with respect to the sale of a
residence called Fabianella, subject of a dispute, more details of which can be found under Note 8
below; iii) other receivables of 1,607 thousand of Euro (see next Note 7.2.2).
-
“Tenants", "customers for services provided" and "other receivables": these credit categories are
constantly monitored to assess their recovery prospects. Specifically, with regard to amounts due
from tenants, the company believes it is not exposed to significant credit risks, given that tenants are
selected on the basis of their credit rating and on the economic prospects for their business. The
operating and financial performances of the most important tenants are, moreover, monitored on an
ongoing basis.
Investments in properties leased to tenants whose credit rating may be at risk or is highly subject to
change are made only if the quality of the property offers an adequate guarantee that the property
can be rapidly re-let should the tenant become insolvent. Furthermore, as at 31 December 2014 the
company holds guarantees, mostly bank sureties and guarantee deposits, which cover more than
one quarter of the aggregate amount of annual rentals at that date.
Amounts due from tenants past due as at 31 December 2014 include an amount of 11,167 thousand
of Euro relating to the position subject to dispute with the tenant "Darsena City" shopping mall in
Ferrara, whose recoverability was assessed in determining the specific provision for write-downs.
Please refer to Note 8 below for more details.
-
“Receivables from the Municipality of Rome”: these are positions that are subject to civil law
disputes, details of which can be found in Notes 7.1.7, 7.2.2 and 8 below.
-
“Tax receivables”: these are mainly taxes paid in settlement of tax litigations, details of which can be
found in Note 8 below and direct tax receivables to be used to offset.
With reference to bank deposits and derivatives, it should be noted that the company operates on a
continuing and permanent basis with primary counterparties that have an acceptable credit rating, thus
limiting the related credit risk.
The following table summarises the exposure of Beni Stabili S.p.A. SIIQ as regards bank deposits and
derivatives, with breakdown by counterparty rating (according to Fitch and if not available Standard &
Poor’s).
211
Balance
31.12.2014
Bank and post office deposits
A+
32
A
13,105
A-
Balance
31.12.2013
2,492
1,913
59
BBB+
12,173
16,365
66,837
BBB
65,386
BBB-
28
-
BB+
45
17,196
BB
12,265
n.c. (*)
Total
1,623
105,142
104,572
Balance
31.12.2014
-
195
Balance
31.12.2013
A+
423
-
BBBBBB+
423
-
846
-
Total
(*)
Banks that do not have a public rating.
In view of the rating brackets of the counterparties, the management believes that, as regards these
investments, Beni Stabili S.p.A. SIIQ is not exposed to significant credit risk.
(c)
Liquidity risk
Borrowings used to finance the purchase of investment properties are structured on the basis of cash flows
generated by the lease contracts, taking account of the operating costs to be borne by the owner under the
terms of the contract.
The Company aims at not expanding financial leverage beyond 60% of the value of the consolidated real
estate portfolio. Liquidity risk is thus considered to be low.
The tables below show the breakdown by maturity of the nominal value of financial liabilities other than
hedging instruments, net of any accruing interest.
Carrying
am ount
2 to 5 years
beyond 5
years
Nom inal value
w ithin 1 year
1 to 2 years
925,674
199,371
615,134
574,487
932,498
200,011
620,190
606,232
349,777
11
20,190
111,232
246,865
200,000
-
75,606
600,000
495,000
260,250
-
2,314,666
2,358,931
481,210
446,865
1,170,606
260,250
Borrow ings other than hedging instrum ents (current and noncurrent portions)
Mortgage loans
Other loans
Other borrow ings
Bonds
Convertible bonds
Total
Carrying
am ount
Nom inal value
w ithin 1 year
1 to 2 years
2 to 5 years
beyond 5
years
Borrow ings other than hedging instrum ents (current and noncurrent portions)
Mortgage loans
Convertible bonds
80,102
1,018,201
565,184
80,102
1,024,377
606,228
80,102
106,180
5,690
676,073
105,538
242,124
225,000
270,000
Total
1,663,487
1,710,707
191,972
781,611
467,124
270,000
212
-
The tables below instead report the breakdown of the fair value of financial assets and liabilities for
derivatives by the periods when the underlying cash flows are expected to affect the Income Statement.
Fair value (*)
31.12.2014
w ithin 1 year
31.12.2013
31.12.2014
1 to 2 years
31.12.2013
31.12.2014
2 to 5 years
31.12.2013
31.12.2014
beyond 5 years
31.12.2013
31.12.2014
31.12.2013
CAP
846
-
1
-
24
-
821
-
-
-
Total
846
-
1
-
24
-
821
-
-
-
Derivatives - Liabilities
IRS
(39,318)
(30,702)
(12,128)
(14,397)
(5,765)
(10,809)
(16,923)
(5,450)
(4,502)
(46)
Total
(39,318)
(30,702)
(12,128)
(14,397)
(5,765)
(10,809)
(16,923)
(5,450)
(4,502)
(46)
(*)
Since this is the breakdown by periods of expected cash flows, the fair value shown here does not include the positive effect (+1,433 thousand
of Euro as at 31 December 2014 and +821 thousand of Euro as at 31 December 2013) deriving from the inclusion in the measurement of the
"creditworthiness" variable as provided by IFRS 13.
Conversely, the following table describes the breakdown by maturity of non-discounted cash flows of
derivatives as at 31 December 2014.
Total nondiscounted
cash flow (*)
w ithin 1 year
1-2 years
2-5 years
beyond 5 years
IRS
52,314
Total
52,314
(*)
11,185
11,185
5,562
5,562
18,934
18,934
16,632
16,632
It does not include the positive effect of "creditworthiness”.
As at 31 December 2014, the average financial maturity of borrowings, other than hedging instruments, is
equal to 2.89 years (2.63 years as at 31 December 2013), while as at 31 December 2014 the average
financial maturity of interest rate hedges is equal to 4.29 years (2.95 years as at 31 December 2013).
3.2
Capital management
The policy of the company, focused on protecting an optimal capital structure, is achieved by maintaining:

a net debt/equity ratio no higher than 1.5;
-
a net debt/property assets ratio lower than 60%.
4.
CRITICAL ESTIMATES, JUDGEMENTS AND ACCOUNTING POLICIES
4.1
Valuation of the real estate portfolio
Properties are valued on a semi-annual basis, on 30 June and 31 December, through specific estimates
carried out by independent experts. For June 2014, in particular, the valuation is entrusted to CBRE
Valuation S.p.A..
The Company has a specific company procedure that defines the rules of selection and appointment of the
independent expert, providing that only subjects who meet previously set requirements of professionalism,
independence and good repute can be nominated. The tasks assigned to the expert last three years.
213
Valuations are carried out for each property, using different criteria for each valuation (compatible with the
provisions of IFRS 13):
-
comparative or market method, based on a comparison between the asset in question and other
assets recently exchanged or currently on offer on the same market or on competing markets;
-
income method: takes two different methodological approaches into consideration:
-
direct capitalisation approach, based on the current value of potential future income from a
property, obtained by capitalising income at an appropriate market rate;
-
discounted cash flow approach, based on discounting future net rental revenues (over a
period that varies according to the existing lease terms). At the end of this period, it is
assumed that the property will be sold at a value obtained by capitalising income for the last
year at a market rate for investments similar to those being valued;
-
conversion method, developed through a forecast of economic feasibility of both revenues and
development costs required to complete the real estate enterprise. The market value obtained is the
difference between the market value of the optimised property, including the value of the area on
which it stands, and its cost of development (renovation and conversion).
Each property is valued using one of the above methods or combined, depending on the specific nature of
each property. The valuations were carried out on the assumption of the higher and best use of the
properties being valued, that is to say, considering among all legally permitted and financially feasible
possible technical uses, only the uses that can potentially confer the maximum value to each Property. The
higher and best use is determined on the basis of the specific considerations depending on specific
characteristics (type/location) of the property and of the local real estate market.
In determining the capitalisation and discount rates used in the valuation of individual properties, the
following is taken into account:
-
the type of tenant currently occupying the property or responsible for meeting the lease obligations and
the potential future occupants of vacant properties, in addition to the general market perception of their
credit standing;
-
the allocation of responsibility for insurance and maintenance between the lessor and the tenant;
-
the remaining useful economic life of the property.
The operating methods for a periodic valuation of properties are regulated by a Group internal procedure that
regulates all the activities of the process: from the selection and appointment of the experts to the
documents sent to them, to the valuation methods, to the inspection of the properties being valued, to the
operating and coordination rules with the experts, to the monitoring of the entire process.
The information and data used for the valuations include:

information provided to the expert by the Company, such as current rents, terms and conditions of
the existing lease contracts, property taxes, property management costs, including any capital
expenditure contemplated. This information is drawn from the management systems used, under the
monitoring of the internal control system;
214

assumptions and valuation models defined directly by the experts (usually related to the market of
reference, such as the discount rate, the capitalisation rate, the inflation curve, etc.). The definition of
these valuation elements is based on their professional opinion, considered a careful observation of
the market of reference.
The information sent to the experts, the assumptions and the models used by them are revised by the asset
managers and by the COO (Chief Operating Officer), who is entrusted with the responsibility for the
organisation, coordination, monitoring and verification of the valuations.
The following table classifies (separately by property category) the values resulting from the estimates drawn
up by the independent expert as at 31 December 2014 depending on the used valuation techniques.
VALUATION METHOD
COMPARATIVE OR
MARKET METHOD
INCOME METHOD (DIRECT
CAPITALISATION - DCF:
DISCOUNTED CASH
FLOW)
CONVERSION METHOD
Trading properties
-
1,888,960
43,731
1,000
19,690
-
Total fair value resulting from independent expert estim ates (*)
-
1,933,691
19,690
Total
Accounting category
(*)
1,888,960
63,421
1,000
1,953,381
portfolio, refer to Note 5.3. It should be noted that in the above table the market value of the Shopping Mall in Ferrara is already 50% owned by the
Group.
Conversely, the following table shows the classification of property valuations as at 31 December 2014
(separately by property category), according to the three hierarchy levels of the fair value provided by IFRS
13 "Fair value measurement”:
LEVEL 1
LEVEL 2
LEVEL 3
Total
Accounting category
Trading properties
-
Total fair value resulting from independent expert estim ates (**)
-
(*)
443,900
443,900
1,445,060
63,421
1,000
1,509,481
1,888,960
63,421
1,000
1,953,381
The hierarchical values to which the fair value measurements of the properties are assigned, are defined on the basis of input data used in the
measurement, in compliance with what is defined in paragraphs 72-90 of IFRS 13 "Fair value measurement”.
(**)
portfolio, refer to Note 5.3. It should be noted that in the above table the market value of the Shopping Mall in Ferrara is already 50% owned by the
Group.
For property valuations falling under Level 3 of the hierarchical levels of fair value, quantitative information
on unobservable inputs deemed most significant are shown below:
215
Accounting category
Fair value
(level 3)
as at 31 Decem ber 2014
Trading properties
Properties included am ong assets held for sale
Total level 3 "fair value"
Valuation technique
Unobservable inputs
Range
(w eighted average) (*)
1.445.060
Incom e Method
Annual rent by sq.m
Discount rate
€41-€2,000 (€226)
5.80%-8.05% (6.5%)
4.5%-8.67% (6.11%)
43.731
Incom e Method
Annual rent by sq.m
Discount rate
€75-€200 (€155)
3.8% -7.9% (5.8%)
4%-8% (5.8%)
19.690
Conversion m ethod
Discount rate
(**)
5,2%
Annual rent by sq.m
Discount rate
233,0
7,5%
7,3%
1.000 Incom e Method
1.509.481
(*)
The average of the annual rent per square meters was obtained by weighting the figure of each property by its GLA. The weighted average of the
(**)
The Cost for the completion of the initiatives measured with the conversion method was defined on the basis of the estimates of the expenses
Discount rate and of the Capitalisation rate was obtained by weighting the figure of each property by the rent by sq.m.
contained in the business plan of each initiative
With reference to the sensitivity of fair value measurements to the changes in the main unobservable inputs,
note that there would be fair value reductions in the following cases:

decreases in current rents and/or in the estimate of annual rents by sq.m.;

an increase in discount rates and /or in capitalisation rates;

the occurrence of capex on properties not contemplated;

for properties on which future capital expenses are contemplated, an increase in the estimate of
these expenses, and/or an extension of their timing;

problems related to the collection of rents from the current tenants.
Opposite changes in the aforesaid phenomena would imply an increase in fair value.
4.2
Measurement of derivatives
Derivatives are measured (with the details provided in the following paragraphs) using the Discounted Cash
Flow method. According to this method, the fair value of a derivative is calculated by determining the
expected cash flows and then discounting them. This measurement is carried out on a quarterly basis.
The valuation methods are in compliance with the provisions of IFRS 13 "Fair value measurement”.
4.2.1
Expected floating interest flows related to interest rate derivatives, net of any optional item, are determined
according to the Euribor forward curve. For the purpose of calculating the fair value, these expected flows
are discounted using the implicit spot rates in the Euribor curve, determined using Euribor rates fixing and
listed prices for swaps as at the measurement date.
As regards interest rate derivatives with optionals, the fair value is instead determined using the Black
standard market model, or by adapting the Black-Scholes model to the interest rates. The Euribor curve
used in determining the forward rates to be included in the model is similar to that used for derivatives
without optional items. The volatilities used are, instead, the implicit volatilities quoted at the time of
measurement.
216
4.2.2
Conversion option related to the convertible bonds
The measurement model used is the one developed by Tsiveriotis and Fernandes (Tsiveriotis - Fernandes “Valuing convertible bonds with credit risk” - The Journal of fixed income -1998) which is mainly based on the
Black-Scholes model for what concerns the “share component” and introduces the credit risk in the
measurement of the “bond component”. The input parameters of the model are calibrated so as to align the
valuation of the convertible bond at market prices at the measurement date.
4.2.3
Hierarchical level of fair value measurements of derivative instruments
The following table classifies the fair value measurement of derivative instruments, separately by type of
derivative instrument, in the three levels of hierarchy of the fair value contemplated by IFRS 13 "Fair value
measurement”:
LEVEL 1
LEVEL 2
LEVEL 3
Total
Derivatives - Net liabilities
37,039
37,039
Conversion option related to the convertible bond maturing in 2018 and 2019
53,463
53,463
Total Derivatives - liabilities
(*)
-
90,502
-
90,502
The hierarchical values to which the fair value measurements of the derivative instruments are assigned, are defined on the basis of input data used
in the measurement, in compliance with what is defined in paragraphs 72-90 of IFRS 13 "Fair value measurement”.
As can be seen from the table above, fair value measurements of the derivative instruments, carried out in
accordance with the measurement models mentioned in the paragraphs above, are included in “level 2” of
the fair value measurement hierarchy identified by IFRS 7 “Financial instruments: Disclosures” and by IFRS
13 “Fair value measurement”. In fact, input data directly or indirectly observable on the market is used to
measure the fair value (other than listed prices – unadjusted -), adjusted, where necessary, depending on
specific factors related to the measured instrument.
5
SEGMENT REPORTING
5.1
Breakdown by operating segments
217
Description
Comm./
Hotels
Offices
Operating properties and other
assets
Intangible assets
1,600,540
288,420
Properties held for sale
Total
Comm./
Hotels
Offices
1,888,960
Total
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
OTHER
Properties
under
developme
nt
-
Trading properties
Offices
Comm./
Hotels
Other
SERVICES
Total
Assets/Liab
ilities not
specifically
attributable
Total
-
-
-
-
-
-
-
-
-
-
-
-
1,888,960
-
-
-
-
-
-
1,150
1,150
-
-
-
-
-
-
-
-
-
-
-
-
172
172
-
-
-
-
-
-
-
-
-
-
-
-
1,119,742
1,119,742
12,753
2,800
15,553
-
-
-
-
4,398
-
4,402
-
9,030
28,985
-
-
-
-
-
-
-
-
-
-
-
-
949
949
381
-
381
-
-
-
-
-
-
-
-
-
465
846
3,067
1,978
853
5,898
5,225
13,627
-
-
-
-
3,071
6,376
853
10,300
-
1,136,733
3,054,431
Receivables due from subsidiaries
and associates
Derivatives
Deferred tax assets
Total non-current assets
Trading properties
and associates
1,613,674
-
2,504
2,504
293,724
1,907,398
-
25,263
504
4
-
-
-
-
-
-
27,480
23,860
11,965
63,305
-
-
63,305
25,767
-
(70)
(70)
-
648
-
-
648
-
66,827
93,172
290,070
-
-
-
-
-
-
-
-
-
-
-
-
290,070
-
-
-
-
-
-
-
-
-
-
-
-
105,146
105,146
-
462,043
551,693
25,263
25,767
-
-
-
(70)
(70)
-
28,128
-
1,000
1,000
-
1,638,937
294,228
1,933,165
-
930
930
-
31,199
Borrowings
381,464
22,385
403,849
-
-
12,337
Derivatives
29,449
2,556
32,005
-
-
402
Total assets
-
504
-
-
-
-
23,860
-
30,236
506
11,965
-
63,953
-
12,818
-
-
1,000
74,253
-
1,598,776
3,607,124
-
12,337
-
1,419,705
1,835,891
-
908
-
58,435
91,348
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
320
870
1,617
2,487
699
1,648
2,347
-
-
-
-
-
-
-
411,783
26,558
438,341
699
257,218
74,689
331,907
Total non-current liabilities
Borrowings
Payables due to subsidiaries and
associates
Total liabilities
-
-
-
33,040
7,451
40,491
-
-
290,258
702,041
-
82,140
372,398
108,698
810,739
320
4,834
1,648
2,347
-
12,739
506
-
13,245
-
1,478,460
1,932,393
-
-
-
-
1
14,867
-
14,868
-
132,001
478,776
-
-
-
-
-
-
-
-
-
84,181
84,181
204
809
1,013
-
150
885
223
1,258
-
5,425
-
-
204
903
809
-
-
1,013
-
2,457
3,360
-
-
151
-
15,752
12,890
16,258
-
-
223
223
16,126
29,371
48,187
-
6,401
6,401
-
228,008
617,545
-
1,706,468
2,549,938
Offices
Description
Offices
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
12,540
1,543
14,083
-
-
-
-
-
-
-
36,462
10,808
1,441,612
391,666
Derivatives
Deferred tax assets
Total non-current assets
Trading properties
and associates
1,771,925
Total
-
and associates
379,315
Total
Comm./
Hotels
-
Operating properties and other
assets
Intangible assets
1,392,610
Comm./
Hotels
OTHER
Properties
under
developme
nt
Offices
-
-
-
-
1,771,925
-
-
-
-
-
117,720
-
-
-
-
-
-
1,331
-
-
-
-
-
-
-
172
172
-
-
-
-
-
-
-
-
437,614
437,614
209
216
-
4,268
-
22,825
41,392
-
-
-
-
-
-
-
-
26,584
26,584
-
-
-
-
-
-
-
-
-
-
-
47,270
425
201
626
4,854
2,782
1,968
2,657
7,407
6,127
66,284
1,833,278
432
410
842
122,574
2,782
6,226
2,667
11,675
-
494,653
2,463,022
-
-
-
-
28,370
23,190
21,087
72,647
-
-
72,647
253
167
420
-
26
378
404
-
9,387
25,902
-
-
-
13,708
1,983
15,691
4,258
-
-
-
-
-
-
-
-
-
-
-
126,001
126,001
-
-
-
-
-
-
-
-
-
-
-
104,575
104,575
-
239,963
13,708
167
420
-
28,396
122,574
31,178
29,794
Borrowings
663,605
163,627
827,232
8,469
3,945
12,414
46,036
12,386
14,871
Derivatives
22,251
4,987
27,238
366
95
461
958
640
584
5,344
3,158
8,502
46
773
819
729
Total liabilities
-
-
23,568
39,820
41,082
-
253
8,880
-
15,691
9,457
Total non-current liabilities
-
1,983
30,940
Borrowings
Payables due to subsidiaries and
associates
-
-
31,625
10
1,331
-
1,848,969
Total
-
393,649
Total
Assets/Liab
ilities not
specifically
attributable
-
117,720
1,455,320
Total assets
Other
SERVICES
-
7
-
Trading properties
Comm./
Hotels
-
21,087
23,754
73,051
-
-
-
329,125
39,820
84,726
-
734,616
2,831,967
-
27,257
-
559,494
1,472,433
-
1,224
-
27,898
57,779
-
-
-
10,050
-
-
-
-
-
-
-
-
-
-
-
-
289
289
6,368
2,595
8,963
1,166
1,402
2,568
-
-
-
-
-
-
1
11,532
697,568
174,367
871,935
10,047
6,215
16,262
47,723
13,026
-
28,481
-
587,682
1,552,083
80,974
22,524
103,498
373
1,015
1,388
5
371
-
-
371
-
85,792
191,054
-
-
-
-
-
-
-
-
-
-
-
-
1,800
1,800
26,576
17,902
44,478
1,948
2,773
4,091
133
192
136
461
-
3,061
54,864
107,550
805,118
-
-
825
-
-
-
-
40,426
147,976
2,321
1,840
4,161
4,096
214,793
1,019,911
12,368
20,423
51,819
8,055
218
504
13,530
15,455
-
-
-
-
5,078
5,078
192
136
832
-
95,731
252,796
-
683,413
1,804,879
15,647
136
29,313
Description
Comm./
Hotels
Offices
Rental revenues
83,642
Sales revenues
74,500
Total revenues
158,142
17,357
Other
Total
Offices
Comm./
Hotels
OTHER
Properties
under
developmen
t
Total
Trading properties
Offices
Other
SERVICES
Total
Total
-
100,999
-
78
78
-
678
75
775
-
-
101,852
-
-
74,500
-
800
800
-
-
126
9,172
9,298
-
-
84,598
-
-
-
-
-
-
-
-
-
1,533
-
1,533
1,533
-
187,983
17,357
-
175,499
-
878
878
-
22
Comm./
Hotels
Revenue/C
osts not
specifically
attributabl
e
22
804
9,247
10,073
Operating costs
(16,461)
(4,041)
-
(20,502)
(6)
(30)
(36)
-
(276)
(410)
(246)
(932)
-
-
(21,470)
of which costs
(20,299)
(4,079)
-
(24,378)
(7)
(27)
(34)
-
(297)
(464)
(203)
(964)
-
-
(25,376)
of which costs recovered
from tenants and insurance
indemnities
of which write-down/losses
on receivables from tenants
4,572
(734)
Cost of sales
(72,226)
EBITDA
69,455
1,394
-
5,966
4
5
-
(1,356)
-
(2,090)
-
(7)
(7)
-
(72,226)
-
(808)
(808)
40
34
13,316
-
82,771
1
(6)
-
18
95
-
-
6,066
-
21
(2)
(61)
(63)
-
-
(2,160)
-
(106)
(9,124)
(9,230)
288
(123)
(89)
(254)
56
1,533
-
(82,264)
-
84,249
Staff costs
-
-
-
-
-
-
-
-
-
-
-
-
-
(6,209)
(6,209)
Overheads
-
-
-
-
-
-
-
-
-
-
-
-
-
(10,761)
(10,761)
40
34
Profit/(Loss) before net
property write-ups/writedowns and other
revenues and
income/costs and
charges
Property write-ups/writedowns
EBIT
69,455
1,842
(74)
71,223
Net financial
income/charges
Income/(charges) from
subsidiaries and associates
other companies
EBT
Income tax
Net income
(35,611)
13,316
-
82,771
(6)
(2,135)
-
(293)
230
(20)
210
(215)
-
(289)
7
(48)
(41)
231
(28)
10,966
-
82,189
(4,612)
-
(40,223)
-
-
-
-
-
-
-
-
-
(1,861)
(254)
(973)
-
203
(1,861)
288
(55)
7
(1,220)
232
(52)
(52)
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,927)
35,612
6,354
-
41,966
231
(80)
151
(1,861)
119
421
-
540
515
696
1,211
-
35,731
6,775
-
42,506
746
616
1,362
(1,861)
(707)
(1)
(89)
(89)
(1,117)
-
-
8,021
-
(20,904)
8,015
7,803
(289)
2
(287)
1,533
(16,970)
67,279
(3,061)
6,815
1,533
(1,228)
-
(85,041)
-
-
-
45,621
-
-
-
7,803
5,587
1,533
(1,807)
(1,531)
-
5,996
4,056
1,533
(521)
274
(1,653)
(123)
(37,874)
(13,213)
51,005
(126,544)
45,621
(154)
(154)
(77,448)
(30,072)
(44,048)
(43,828)
(121,496)
(73,900)
Description
Offices
Rental revenues
75,394
Sales revenues
28,000
Total revenues
103,394
Comm./
Hotels
24,487
Other
Total
Offices
Comm./
Hotels
Total
OTHER
Properties
under
developmen
t
Trading properties
Offices
Comm./
Hotels
Other
SERVICES
Total
Revenue/Co
sts not
specifically
attributable
Total
-
99,881
2,622
813
3,435
-
23
575
100
698
-
-
104,014
-
-
28,000
18,314
1,280
19,594
-
1,108
2,946
3,001
7,055
-
-
54,649
-
-
-
-
-
-
-
-
-
1,437
-
1,437
1,131
3,521
3,101
7,753
1,437
-
160,100
24,487
-
127,881
20,936
2,093
23,029
-
Operating costs
(16,823)
(5,383)
-
(22,206)
(366)
(221)
(587)
(557)
(287)
(568)
(386)
(1,241)
-
-
(24,591)
of which costs
(18,907)
(4,482)
-
(23,389)
(373)
(200)
(573)
(557)
(287)
(598)
(390)
(1,275)
-
-
(25,794)
of which costs recovered
from tenants and insurance
indemnities
of which write-down/losses
on receivables from tenants
4,346
1,082
-
5,428
(2,262)
(1,983)
-
(4,245)
Cost of sales
(27,076)
EBITDA
59,495
Staff costs
Overheads
Profit/(Loss) before net
property write-ups/writedowns and other
revenues and
income/costs and
charges
Property write-ups/writedowns
19,104
-
(27,076)
78,599
7
27
34
-
-
(47)
(47)
-
-
(18,186)
(1,280)
(19,466)
2,384
592
2,976
-
(557)
(990)
(146)
30
(2,882)
71
36
-
-
5,498
(3)
6
(3)
-
-
(4,295)
(2,868)
(6,740)
-
(153)
(228)
1,437
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(6,288)
(6,288)
-
-
-
-
-
-
-
-
-
-
-
-
-
(10,614)
(10,614)
59,495
19,104
(18,972)
(13,535)
-
(146)
71
(153)
(228)
1,437
(270)
(16,902)
(4,970)
(4,356)
(1,134)
(5,760)
-
-
-
-
-
-
-
-
-
-
-
(3,134)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(5,527)
(4,502)
(1,063)
(5,988)
1,437
(21)
(1,073)
(657)
EBT
Income tax
Net income
5.1
(39,980)
(921)
(557)
-
-
(283)
2,976
-
5,569
(638)
592
-
40,523
(32,507)
2,384
-
Net financial
income/charges
subsidiaries and associates
other companies
-
78,599
EBIT
(53,282)
82,227
46,092
1,746
309
2,055
(47,887)
(1,761)
(381)
(2,142)
(423)
(20,036)
65,325
(44,158)
(3,134)
18,033
(7,907)
-
(1,730)
-
(28,023)
(79,803)
-
-
-
-
-
-
-
-
-
-
-
-
-
38,701
38,701
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,720)
(7,718)
1,437
1,701
-
(6,017)
1,437
543
(2,338)
5,100
4,133
5,643
1,795
-
(1,795)
(15)
(72)
(87)
(5,548)
(5,575)
-
9,233
(693)
425
(268)
1,515
1,217
-
7,438
(708)
353
(355)
(4,033)
(4,358)
Breakdown by geographical area
219
416
(1,304)
(423)
68
(355)
(195)
(195)
(9,553)
(23,264)
(568)
(10,121)
11,613
(11,651)
RENTAL AND SALES REVENUES
NORTH
CENTRE
SOUTH
ISLANDS
TOTAL
Description
Dec-14
Dec-13
Dec-14
Dec-13
Dec-14
Dec-13
Rental revenues
95,089
97,966
4,834
4,220
1,841
1,729
Sales revenues
83,619
34,455
979
19,744
-
-
Total revenues
178,708
132,421
5,813
23,964
1,841
Dec-14
Dec-13
89
1,729
89
Dec-14
Dec-13
99
101,853
104,014
450
84,598
54,649
549
186,451
158,663
PATRIMONIO IMMOBILIARE
NORTH
CENTRE
SOUTH
ISLANDS
TOTAL
Description
Dec-14
Dec-13
1,787,200
Dec-14
1,707,265
Dec-13
70,480
Dec-14
Dec-13
Dec-14
Dec-13
32,730
29,300
29,930
1,980
2,000
28,710
-
-
-
-
Dec-14
Dec-13
1,888,960
1,771,925
0
117,720
1,000
39,820
72,647
89,010
32,070
1,000
7,750
-
-
51,765
61,173
11,540
11,474
-
-
-
-
63,305
-
-
-
-
-
-
-
-
-
83,020
80,664
29,300
29,930
Trading properties
Total Equity
1,838,965
1,889,518
220
1,980
2,000
1,953,265
0
2,002,112
5.2
Information on real estate portfolio as at 31 December 2014
The table below shows details of the real estate portfolio as at 31 December 2014, along with the related
accounting criteria and compared to market values as at that date.
Description
Offices
Commercial
Carrying am ount as at
31.12.2014
Market value as at
31.12.2014
Accounting m ethod
1,888,960
Last appraisal
date
1,888,960
IAS 40 - Fair value
1,600,540
1,600,540
288,420
288,420
1,000
1,000
IFRS5 - Fair value
Commercial
63,305
Offices
27,480
Commercial
23,860
Other
Total Real Estate Portfolio
31.12.2014
1,000
Trading properties
31.12.2014
1,000
63,561
IAS 2 - Low er betw een purchase cost and net realisable
value
27,480
31.12.2014
23,860
11,965
12,221
1,953,265
1,953,521
The carrying amount of the consolidated real estate portfolio as at 31 December 2014 totals 4,091,491
thousand of Euro, compared to a market value of 4,093,027 thousand of Euro as at 31 December 2014.
The table below shows the reconciliation between the market value resulting from independent expert
appraisals and the market value of the consolidated real estate portfolio.
Marke t value
31.12.2014
Mark e t value
31.12.2013
CB Richard Ellis Prof essional Services S.p.A.
REAG real Estate Advisory Group S.p.A.
Yard Valtech S.r.l.
307,220
1,663,961
2,011,680
-
Total inde pende nt expe rt apprais als
1,971,181
2,011,680
Adjustment to appraisal value of the Ferrara shopping mall 50% jointly ow ned w ith third parties
Total Group inde pe ndent e xpe rt apprais als
(17,800)
(18,425)
1,953,381
1,993,255
Properties not subject to appraisal as subject to preliminary sale agreement
140
9,118
Other minor changes
-
Total cons olidate d re al es tate portfolio at m ark e t value s
1,953,521
2,002,373
The consolidated real estate portfolio movements at market value of 2014 are shown in the table below:
2,002,373
Capex
35,808
Sales
(81,629)
Vigevano price adjustment
30
(3,061)
1,953,521
A table summarising the changes in the real estate portfolio (at expertise values) broken down by “fair value
hierarchy” level is shown below.
221
CHANGES IN THE REAL ESTATE PORTFOLIO BY HIERARCHICAL
LEVELS OF FAIR VALUE
LEVEL 2
LEVEL 3
Total
869.610
1.132.763
Capex
10.197
25.641
35.838
Sales
(9.118)
(72.511)
(81.629)
5.638
(8.699)
(3.061)
Write-ups / w rite-dow ns and depreciations/amortisation
Reclassifications from level 2 and level 3 (*)
(432.287)
432.287
444.040
1.509.481
2.002.373
1.953.521
(*) Reclassifications include those referred to preliminary sales agreements
Reclassifications from level 2 to level 3 of the fair value hierarchy are mostly attributable to adjustments to
market inputs, which the experts decided to introduce in the evaluation of some properties compared to
December 2013, for a better evaluation of their architectural and functional qualities, or motivated by
changes in the figures found on the market of reference, which called for the introduction of their adjustments
for the purpose of the proper enhancement of the properties because of their amounts and specific uses.
Please see the section on "Business Segments" in the Management Report, which forms part of these
Consolidated Financial Statements, for details of the consolidated real estate portfolio, with breakdown by
"Core, Development, Dynamic Portfolio" operating segments.
5.3.1
Information on the main development projects as at 31 December 2014
As at 31 December 2014, there are no development projects in progress. With reference to the completion of
the development projects of Milan – San Nicolao and Rome – via dell’Arte, reference is made to what is
indicated in the Management Report.
5.3.2
Information on investment properties
M A R KET
V A LU E
3 1.12 .2 0 14
INVESTMENT
PROPERTIES
1,888,960
C A R R Y IN G
A M OU N T
3 1.12 .2 0 14
1,888,960
C U R R EN T
A N N U A L R EN T
92,195
% GR OSS A V ER A GE
Y IELD ( calculat ed o n
t he mar ket value)
4.88%
GR OSS
LEA SED
SQ.M
468,171
GR OSS
LEA SA B LE
SQ.M .
578,876
OC C U PA N C Y
RATE
80.88%
As can be seen from the above table, the properties to be leased provide an annual average gross yield of
4.88% against annual rents (calculated on the basis of the current lease contracts) of 92,195 thousand of
Euro.
The table below gives details of the concentration level of rents by tenants:
222
CURRENT ANNUAL
RENTS
TENANTS
INTESA SAN PAOLO GROUP
TECNIMONT
STATE PROPERTY OFFICE
AUCHAN S.P.A.
BH5 S.P.A.
COIN GROUP (*)
EDITRICE LA STAMPA
OTHER TENANTS LESS 2%
TOTAL RENTS
19,096
15,178
8,113
7,950
6,090
3,588
2,595
29,584
92,195
%
20.71%
16.46%
8.80%
8.62%
6.61%
3.89%
2.82%
32.09%
100.00%
(*) This group acquired in sublease the areas of Galleria del Corso - Milan by the subsidiaries B.S. Attività Commerciali 1 and 2
INTESA SAN
PAOLO GROUP
OTHER TENANTS
LESS 2%
TEC NIMONT
EDITRIC E LA
STAMPA
STATE PROPERTY
OFFIC E
C OIN GROUP (*)
BH5 S.P.A.
AUC HAN S.P.A.
223
5.4
Information on the company’s medium/long-term debt position
Thousand of Euro
Transaction
Loan type
Mortgage loan
Carrying amount
No. of properties
Market value
Comit Pension Fund Portfolio
6,176
1
21,757
ex FIP portfolio
50,441
Mortgage loan
Final due date
used as security 4 of properties used as se
10
278,720
31.12.2014
162,302
Reimbursement
Financial covenants
19 December 2015
Bullet
8,523
21 December 2015
Bullet
N/A
1
37,877
21 December 2015
Bullet
N/A
12
108,710
2014 repayment of 1.8 million
of Euro with final balloon of
51.0 million of Euro
ICR>=1.70% (as from 31/12/2013) cons
24 April 2016
LTV<= 80%
ICR>=1.40% (as from 31/12/2013)- Fixed
Debt Ratio payee and consolidated >75%
Mortgage loan
Non-managerial asset in Milan
Mortgage loan
Shopping Mall in Lombardy
Mortgage loan
Business asset in Milan
56,806
1
24,242
1
44,898
1
98,450
56,900
79,950
02 August 2015
Business asset in the province of Milan
38,731
1
66,190
29 December 2015
Management asset in Turin
13,196
1
33,500
24 February 2015
Mortgage loan
Management asset in Lombardy
12,478
1
20,900
31 December 2016
Mortgage loan
Management real estate portfolio in Milan,
46,888
3
120,950
16 April 2019
complex
Business complex in Milan
Mortgage loan
Total borrowings using properties as security
Total convertible bonds
Bond
296,058
12
151,700
4
925,673
BOND 3.875% 2015
BOND 3.375% 2018
BOND 2.625% 2019
Pillar
284,770
279,260
balloon of 21 million of Euro
N/A
Bullet
Property LTV <= 65% LTV BS <=75%
PROPERTY ICR from >=1.20 ICR BS
>=1.30
Bullet
ICR >=180% - LTV <= 60%- Consolidated
LTV<=65%
million of Euro and final
N/A
04 August 2015
Mortgage loan
Rome and Bologna
Babel transaction management real estate
LTV <= 60% ISCR>=150%
31 December 2016
Mortgage loan
Mortgage loan
29 July 2020
27 July 2016
Bullet
N/A
to 30.06.2016 incl.), 0.50% of
30.09.16 to 31.12.2018 incl.)
ICR>=1.30 (until 31.12.15 incl.), 1.50 for
Y2016,1.70 as from 31.3.17 incl.
cons ICR>=140% (as from 30/06/2014)
to 30.06.2016 incl.), 0.75% of
30.09.16 to 31.06.2018 incl.)
0.875% of the loan granted
(from 30.09.18 to 30.06.20
incl.)
LTV<= 60%; Cons LTV <= 60%
Bullet
LTV <= 65% Consolidated LTV <=60%
ICR>= 110% Consolidated ICR >= 140%
Bullet
Bullet
Bullet
N/A
N/A
N/A
1,474,700
105,615
220,467
248,405
574,487
361,319
23 April 2015
17 January 2018
17 April 2019
22 January 2018
Bullet
Bond
Temple
253,816
01 April 2019
Bullet
Total bonds
Unsecured Loan
LOAN TO BOND
Total other borrowings
Total borrowings as at 31.12.2014
615,135
199,371
2)ICR >= 1.25
Unsecured Debt
2)ICR >= 1.25
Unsecured Debt
21 July 2016
199,371
2,314,666
Bullet
Sec. cons. LTV <= 40%; Cons LTV <=
60%
1,474,700
Unless otherwise noted, the financial covenants refer to the single financial portfolio and/or the related vehicle
Key with definitions and notes:
- DSCR Debt Service Coverage Ratio (net EBITDA-total debt service);
- LTV Value ratio or "loan to value": ratio between (nominal) loan outstanding and the market value of the property used as guarantee;
- DSA Debt Service Ability: ratio between rents and the residual mortgage capital;
- ICR Interest Coverage Ratio: ratio between the cash flow of the loan portfolio and the total interest for the reporting period.
- Fixed Debt Ratio: ratio between ML and Hedged Debt and Total ML Debt.
5.5
Information on property sales in 2014 and on preliminary sales contracts in effect as at 31
December 2014
We provide the following financial information regarding the sales proceeds and repayment of the related
borrowings with reference to sales completed in 2014.
S a le pric e
( no m ina l v a lue s )
Trading properties
Total properties sold as at 31.12.2014
224
A m o unt c o lle c t e d
a s a t 3 1.12 .2 0 14
800
800
74,500
19,500
9,244
9,244
84,544
29,544
N o m ina l a m o unt o f
re pa id bo rro wings
12,444
12,444
With reference to the preliminary sales contracts signed within 31 December 2014, the table below shows
information on the price, the down payment received and the nominal amount as at 31 December 2014 of
the borrowings on properties relating to these preliminary contracts, due for repayment on the date of sale.
Prelim inary sale
price
Trading properties
Total properties subject to prelim inary contracts as
at 31.12.2014
6.
Dow n paym ent
collected as at
31.12.2014
Nom inal am ount of
borrow ing as at
31.12.2014
378
50
-
378
50
-
INFORMATION ON THE SPECIAL REGIME FOR LISTED REAL ESTATE COMPANIES (SIIQ
REGIME)
The special regime for Listed Real Estate Companies ("SIIQ"), introduced and governed by Italian Law no.
296/2006, as amended, and by Italian Ministerial Decree no. 174/2007 (the “Special Regime”), allows
exemption from IRES and IRAP taxes on income deriving from property renting (known as "tax-exempt
operations”).
The regulations of the Special Regime were recently amended due to Italian Law Decree no. 133/2014
(“Italian Law Decree no. 133/2014”), effective as from 13 September 2014 and converted by Italian Law no.
164 of 11 November 2014.
The interventions of Italian Law Decree no. 133/2014 concerned different significant aspects of the
regulations in question, including by way of example:
-
The change in the ownership requirements, by raising, among other things, (from 51%) to 60% the
maximum voting rights at the ordinary shareholders' meeting and of the profit-sharing rights that can
be directly or indirectly held by a single shareholder;
-
the expansion of the exemption area that follows the assignment to the “tax-exempt operations”
(initially limited only to revenues generated by lease contracts and to dividends distributed by other
SIIQs and SIINQs1) of capital gains related to properties held for leasing and to investments in SIIQs
and SIINQs as well as of income and capital gains related to any quotas of “qualified” real estate
funds (that invest at least 80% of assets in properties held for leasing and in real estate companies)
held, if any;
-
the reduction in the amount of annual mandatory distribution of accounting profit of the “tax-exempt
operations” (from 85% to 70%) by introducing at the same time a further obligation to distribute profit
coming from capital gains related to properties held for leasing, investments in SIIQs and SIINQs
and quotas of “qualified” real estate funds, which must be distributed on a mandatory basis by 50%
in the two financial years following the year of disposal;
-
some amendments related to the determination of mainly (economic and financial) parameters of
property renting as well as to consequences, in terms of withdrawal from the Special Regime, arising
from non-compliance with the parameters in question.
1
These are Unlisted Real Estate Investment Companies to which the SIIQ Regime applies albeit with certain peculiarities.
225
In the absence of specific regulatory provisions (as well as of explanations from the secondary legislation or
from administrative interpretation) concerning the tax period from which the regulatory amendments
introduced by Italian Law Decree no. 133/2014 must apply, we believe that, in the light of Article 3, par. 1, of
Italian Law no. 212 of 27 July 2000 (known as Statute of taxpayers' rights), they apply as from the tax period
following the one in progress at the effective date of Italian Law Decree no. 133/2014 (and, therefore, in case
of Beni Stabili, as from the 2015 tax period).
As a result, the information of this paragraph on the compliance with the requirements for the application of
the Special Regime, in accordance with the aforesaid interpretation assumption, will refer from now on only
to the regulations applicable before the amendments introduced by Italian Law Decree no. 133/2014, in that
these are not considered to be effective with reference to the 2014 financial year but only as from 2015.
However, note that the lack of an explicit regulation with regard to the effective tax period of the amendments
introduced by Italian Law Decree no. 133/2014 makes the issue objectively uncertain and, therefore,
investigations are being carried out with the competent administrative and tax authorities.
Firstly as such, for the purposes of applying the Special Regime, the income coming from tax-exempt
operations is not subject to taxation as the Company's income and is taxed as shareholders’ income
following the distribution of related profit as resulting from the Financial Statements (known as “profits from
tax-exempt operations”).
In particular, pursuant to Article 1 par. 123 of Italian Law no. 296/2006, the distribution has to be resolved
upon by law (on penalty of lapse of the special regime) at the time of approval of the Financial Statements in
the year in which the profits were achieved and must be at least 85% of net income from tax-exempt
operations (as it results from the Income Statement included in the Financial Statements). If the total profit
for the year available for distribution is lower than the profit from tax-exempt operations, the aforesaid
percentage will apply with regard to this lower amount.
Having met the requirements for adoption of the special regime, on 22 December 2010, Beni Stabili S.p.A.
SIIQ opted to adopt the regime with effect from 2011.
6.1
INFORMATION ON COMPLIANCE WITH STATUTORY REQUIREMENTS (Article 3, par. 2, Italian
Ministerial Decree no. 174 of 7 July 2007)
As regards the Statutory Requirements of Beni Stabili S.p.A. SIIQ, art. 3 of the Articles of Association sets
forth the following:
226
(1)
Rules relating to investments
The company does not invest in a single property with the unitary town-planning and functional
characteristics: i) directly, for more than 25% of the total real estate portfolio; and (ii) directly and through its
subsidiaries, for more than 15% of the total value of the Group real estate portfolio. For this purpose, it
should be noted that, in the event of development activities with an overall urban design, those portions of
the property under development covered by single building permits that became functionally independent or
with a level of urbanisation sufficient to guarantee connection to public services, become functionally and in
town-planning terms independent respect to the remaining property under development.
(2)
Investment and counterparty risk concentration limits
The Company cannot generate: (i) directly, rental revenues from the same tenant or tenants belonging to the
same Group, for more than 30% of the company's total rents; and (ii) directly and through subsidiaries, rental
revenues from the same tenant or tenants belonging to the same Group, for more than 60% of total rental
revenues of the Group; The aforementioned 30% is not applicable if the company's properties are rented to a
tenant or tenants that are members of a national or international group.
(3)
Financial leverage maximum limit
The Company may undertake: (i) directly, borrowings (including borrowings from subsidiaries and the parent
company), net of cash and cash equivalents and financial receivables from the parent company, for a total
nominal value not higher than 70% of the sum of the total value of its real estate portfolio, the carrying
amount of investments in subsidiaries and the nominal value of financial receivables from subsidiaries; and
(ii) directly and through subsidiaries, consolidated borrowings (including payables to the parent company),
net of cash and cash equivalents and financial receivables from the parent company, for a total nominal
value not higher than 70% of the total value of the Group’s real estate portfolio.
The above limits may be exceeded in exceptional circumstances or in circumstances that are beyond the
company’s control. Unless otherwise in the interests of the shareholders and/or the company, the limits may
not be exceeded for more than 24 months in respect of the thresholds established in the above paragraphs
(1) and (2), and 18 months in the case of the threshold established in paragraph (3).
It is however confirmed that limits set out in paragraphs (1), (2) and (3) above have not been exceeded.
6.2
INFORMATION ON COMPLIANCE WITH REQUIREMENTS TO REMAIN UNDER THE SPECIAL
REGIME
(1) Objective requirements
As envisaged in Article 1, par. 121 of Italian Law 296/2006, the prevalent business activity of SIIQs must be
property renting. This activity is considered to be prevalent if the properties owned or held under other real
rights and held for leasing and the investments in SIIQ/SIINQs represent at least 80% of the total assets
(asset requirement), and if each year the revenues from these represent at least 80% of positive items in the
income statement (income requirement).
227
If these two requirements are not satisfied in two consecutive financial years, or if both requirements are not
satisfied in reference to just one financial year, qualification for the SIIQ regime lapses with effect from the
year in which the condition for lapse occurs.
Details are provided below of the calculation results for the aforementioned requirements, both of which were
satisfied for 2014 on the basis of the asset data and economic results of Beni Stabili S.p.A. SIIQ as at 31
December 2014.
Asset requirement
31 December
2014
Value of properties held for leasing
Investments in SIINQs
Total numerator
(A)
(B)
(C)=(A)+(B)
Total assets
(D)
Elements excluded from ratio denominator:
C arrying amount of SIIQ operating property held as offices
C ash and cash equivalents
Loans to Group companies
Trade receivables
Deferred tax assets
Tax receivables (included VAT)
Prepaid expenses
Total adjustments
(E)
Total denominator: adjusted assets
(F) =(D)+(E)
Asset requirement
(C)/(F)
1,884,710
1,003,292
2,888,002
3,607,124
(105,146)
(284,830)
(103,448)
(846)
(13,626)
(11,497)
(3,126)
(522,519)
3,084,605
93.63%
As illustrated in the above table, the asset requirement is the ratio between:
-
the numerator, totalling 2,888,002 thousand of Euro, which includes the carrying amount: (i) of
properties held for leasing, amounting to 1,884,710 thousand of Euro. This amount corresponds to
the carrying amount of (a) "investment properties" (1,883,710 thousand of Euro) (which for shopping
malls was calculated, where applicable, net of the component attributable to the businesses
managed in the malls as indicated in specific appraisals), and (b) properties included under "assets
held for sale" (1,000 thousand of Euro); (ii) of investments in SIINQs (100% investment in IMSER 60
SIINQ S.p.A. of 889,914 thousand of Euro, 100% investment in B.S. Immobiliare 8 S.p.A. SIINQ of
113,100 thousand of Euro and 100% investment in B.S. Immobiliare 9 S.p.A. SIINQ of 278 thousand
of Euro).
-
the denominator of 3,084,605 thousand of Euro, which includes the total assets (3,607,124 thousand
of Euro) adjusted to exclude the following in application of the criteria specified in Article 6, Italian
Ministerial Decree 174/2007); i) the carrying amount of operating properties held as SIIQ offices (0
as at 31 December 2014); ii) the value of cash and cash equivalents (105,146 thousand of Euro); (iii)
the value of loans to Group companies (284,830 thousand of Euro); iv) the value of trade receivables
deriving from both tax-exempt operations and, as clarified in Tax Authority Circular no. 8/E of 2008,
by taxable operations (103,448 thousand of Euro). Furthermore, in order that other elements not
directly related to either tax-exempt or taxable operations do not affect the ratio and whose inclusion
228
in the ratio denominator could alter the result of testing of the asset requirement, the following were
excluded: v) the value of assets for hedging derivative contracts (846 thousand of Euro); vi) the value
of deferred tax assets (13,626 thousand of Euro); vii) the value of tax receivables (11,497 thousand
of Euro); viii) prepaid expenses related to the tax-exempt properties (3,126 thousand of Euro).
Income requirement
(Euro/000)
31 Decem ber 2014
Rents and similar revenues
(A)
Dividends from SIINQs
(B)
99,938
Total num erator
(C)=(A)+(B)
133,395
Total positive income items
(D)
191,922
33,457
Elements excluded from ratio denominator:
Property w rite-ups
(14,699)
Capital gains on disposal of properties net of transaction costs
(2,897)
Revenues for charge back of costs
(8,646)
Income for adjustments to costs or related to hedging instruments
(1,116)
Contingent assets, release of provisions and other restores
(2,887)
Deferred tax assets and interest on tax receivables
(2,387)
Total adjustments
(E)
(32,632)
Total denom inator
(F) =(D)+(E)
159,290
Incom e requirem ent
(C)/(F)
83.74%
As illustrated in the above table, the income requirement is the ratio between:
-
the numerator, totalling 133,395 thousand of Euro, which includes revenues from: i) rents on
properties held for leasing (investment properties, properties under development and properties
included among assets held for sale) for a total of 99,938 thousand of Euro. Note that the above
amount includes revenues similar to rents, such as guaranteed annuities and other compensations
from tenants (but not income from the charge-back of costs to tenants); (ii) dividends received from
Imser 60 SIINQ S.p.A. and deriving from tax-exempt operations activities performed by the investee
company, totalling 33,457 thousand of Euro;
-
the denominator, totalling 159,290 thousand of Euro. This amount corresponds to the total of positive
income statement items (191,922 thousand of Euro) adjusted to exclude property write-ups, in
accordance with Tax Authority Circular no. 8/E of 2008 (14,699 thousand of Euro) and capital gains
on disposal of properties held for leasing, pursuant to Article 6, Italian Ministerial Decree 174/2007
(2,897 thousand of Euro). Furthermore, in order that other elements not directly related to either taxexempt or taxable operations do not affect the ratio and whose inclusion in the ratio denominator
could alter the result of testing of the income requirement, the following were excluded: i) income
representing chargeback of costs, such as those mainly related to staff secondments, chargeback of
costs to tenants of properties held for leasing (also excluded from the income requirement
numerator), and the chargeback of costs and financial charges to subsidiaries of costs incurred in
the interests of the investee. The adjustments for these income items totalled 8,646 thousand of
Euro; ii) income (also excluded from the income requirement numerator) representing mere
adjustments to (future or other) costs or related to hedging instruments totalling 1,116 thousand of
Euro (referring entirely to ineffective portions of hedging derivatives of the risk of interest-rate
229
change); iii) contingent assets, release in contingencies and other restores for a total of 2,887
thousand of Euro; iv) income for deferred taxes and interests on tax receivables (2,387 thousand of
Euro).
With reference to the provisions of Article 1, paragraph 123 of Italian Law 296/2006 and regarding the
mandatory distribution to shareholders each year of part of the accounting profit from tax-exempt operations
equal to (i) at least 85% of the total, if the total profit for the year available for distribution is equal to or higher
than the profit from tax-exempt operations as it results from the income statement in the related Financial
Statements for the year or (ii) at least 85% of total profit for the year available for distribution, if this is lower
than the profit from tax-exempt operations, note that the 2014 financial statements include a tax-exempt
operation result which recorded a profit of 8,495 thousand of Euro and a loss on taxable operations of
82,395 thousand of Euro. Consequently, in accordance with the applicable regulations and in relation to the
2014 net income, there is no obligation to distribute the profit of tax-exempt operations.
However, in this regard, it must be mentioned that Article 7, par. 4, of Italian Ministerial Decree no. 174/2007
envisages that, if during the effectiveness of this special regime, the accounting profit from tax-exempt
operations is decreased by an accounting loss from taxable operations, the accounting profit of the taxable
operations made in the following financial years is considered to be formed, to the extent of the amount of
the said reduction, by profit from tax-exempt operations, with the consequent mandatory distribution.
Due to this provision (the so-called “Carry Forward” of the minimum mandatory distribution of dividends
deriving from the profit from tax-exempt operations), given the results of the 2011, 2012, 2013 and 2014
financial years, any future income of taxable operations will be considered profits of tax-exempt operations of
66,114 thousand of Euro and will give rise to the mandatory distribution of an amount ranging from 46,280 to
56,197 thousand of Euro, as a function of the fact that this obligation must be quantified to the extent of 85%
(expected prior to the amendments of Italian Law Decree no. 133/2014) or to the extent of 70% (introduced
by Italian Law Decree no. 133/2014). Also under this profile, given the delicacy of the matter and the
uncertainties arising from the absence of a transitional provision, appropriate investigations are being carried
out.
(2) Subjective requirements
Beni Stabili S.p.A. SIIQ, which prepares its financial statements in accordance with international accounting
standards, complies with the subjective requirements of the reference regulations for remaining under the
special regime as it is a company: i) incorporated as a public limited company (S.p.A.); ii) is domiciled for tax
purposes in Italy; iii) with shares traded on the Italian Stock Exchange and on the Euronext market in Paris.
It is also confirmed that no extraordinary transactions were performed in 2014 with an effect on the
requirements for continuing operations under the special regime.
(3) Requirements relating to ownership structure
230
Based on information held by the company and pursuant to Article 1, par. 119, Italian Law 296/2006, there
are no shareholders with a direct or indirect holding of more than 51% of voting rights at the ordinary
shareholders meeting and more than 51% of profit-sharing rights.
6.3
BREAKDOWN OF INCOME STATEMENT ITEMS BETWEEN TAX-EXEMPT OPERATIONS AND
TAXABLE OPERATIONS AND THE RELATED BREAKDOWN CRITERIA
The income statement as at 31 December 2014 is provided below, with a breakdown between tax-exempt
and taxable operations.
31 December 2014
Total
(A)
Tax-exem pt
operations
(B)
Taxable operations
(A)-(B)
Rental revenues
101,853
99,938
1,915
Property costs
(21,470)
(19,126)
(2,344)
80,383
80,812
(429)
1,533
-
Net rental revenues
1,533
Staff costs
(6,209)
(5,199)
(1,010)
Overheads
(10,762)
(9,019)
(1,743)
(16,971)
(14,218)
(2,753)
3,026
187
(16,238)
(1,784)
2,839
(14,454)
84,597
-
84,597
(82,264)
-
(82,264)
2,333
-
2,333
14,882
-
14,882
(17,943)
-
(17,943)
Property w rite-ups/property w rite-dow ns
(3,061)
-
(3,061)
EBIT
51,005
64,997
(13,992)
(126,544)
(88,340)
(38,204)
45,467
31,838
13,629
EBT
(30,072)
8,495
(38,567)
Income tax
(43,828)
-
(43,828)
PROFIT / (LOSS) FOR THE YEAR
(73,900)
8,495
(82,395)
Revenues from property sales and transfers
Cost of sales/transferred
Property w rite-ups
Property w rite-dow ns
Income/(charges) from subsidiaries, associates and other companies
The results illustrated in the above table for the two types of operations derive from the segregation of income
items for 2014 as stated in the separate accounting records adopted by the Company for such items. The aim
of this separate accounting, in fact, is to distinguish the operating results of tax-exempt operations from
taxable operations by: i) assigning to each type of operations the income items specifically attributable to
them; ii) according to a reasonable pro-rata percentage, assigning "common" income items (i.e. that do not
refer specifically to one type or the other) to each type of operation.
In particular, note that for the purpose of assignment of "common" income items to either tax-exempt or
taxable operations, Beni Stabili S.p.A. SIIQ adopted the income requirement described in paragraph 6.2 (1)
above, considering this indicator to be the most appropriate in percentage terms for applying the
aforementioned breakdown since - after removal of income items that do not refer to any activity performed -
231
effectively express the ratio of percentage impact of renting activity to the total business conducted by the
Company.
It should also be pointed out that the rules envisaged in Article 1, par. 119 et seq., Italian Law 296/2006 and
in the related enactment decree were applied to income deriving from tax-exempt operations, whilst the
standard tax regulations for IRES and IRAP purposes were applied to income from taxable operations.
For each income item recorded in the above table, the main components of the two types of operations are
illustrated below:
Net rental revenues: in this margin, revenues and costs are broken down between tax-exempt operations and
taxable operations according to the specific association of these items to the property of origin. In particular: i)
rents, chargeback of costs to tenants, revenues from insurance indemnities and revenues "similar" to rents
and in any event associated with renting activities; ii) property management and maintenance costs, indirect
taxes on lease contracts, local property tax and all costs in any event associated with renting activities, are
recognised (a) as tax-exempt operations if they refer to properties held for leasing, i.e. properties in the
accounting categories of "investment properties" (for shopping malls excluding the portion of revenues and
costs which, according to special appraisals, refer to the businesses conducted and not the property
component), "properties under development" and properties included among "assets held for sale", (b) as
taxable operations if they refer to leases of "businesses" (for the part not attributable to the property
component, according to special appraisals) and "trading properties”.
The losses and write-downs of receivables deriving from renting activity were all recognised under taxable
operations if referring to receivable for leasing activities arising in financial years prior to adoption by the
Company of the special SIIQ regime.
Net service revenues: include revenues and costs specifically referring to property services and
administrative, accounting and tax-related services provided by Beni Stabili S.p.A. SIIQ to subsidiaries. As
these are activities other than tax-exempt leasing, the income items recorded as part of this margin were fully
recognised to taxable operations.
Operating costs: all costs under this category are considered "common" to the two types of operations and as
such are separated on the basis of the income requirement calculated as mentioned previously.
Other revenues and income and other costs and charges: revenues and income under this category refer
specifically to taxable operations. In fact, revenues from tax-exempt operations are limited only to rental
revenues (recorded in the special item of the income statement) and to SIINQ dividends, recorded as income
from subsidiaries.
Other costs and charges are mainly costs that are "common" to both types of operations, and as such are
separated on the basis of the income requirement calculated as mentioned previously (the same occurs to the
adjustments to such costs carried out in financial years following their recording in the financial statements,
with exceptions mainly represented by contingent liabilities and losses on receivables other than items
recognised prior to adoption of the SIIQ regime, which were therefore fully recognised as taxable operations).
Profit/(Loss) on disposal of properties: margins achieved from property disposals, equal to the difference
between the sale price and the related carrying amount, net of brokerage costs and other transaction costs,
albeit relating to properties held for leasing, qualify as taxable operations.
232
Property write-ups/(write-downs): include revenues and costs mainly recognised for fair value measurement
of the real estate portfolio, which are fully recognised under taxable operations even if they refer to properties
held for leasing.
Net financial income/(charges): financial income is assigned in full to taxable operations, except those
indicated below as financial income from hedges against interest rate fluctuations in borrowings (which are
adjustment entries to financial charges).
With reference to the main categories of financial charges, note that:
-
financial charges relating to mortgage loans structured in such a way as to restrict, by various means,
the proceeds from property management to guarantee repayment of the borrowing are considered to
"specifically" refer to tax-exempt and/or taxable operations according to the assignment of the
mortgaged property to the tax-exempt activity or not. Consequently, for borrowings which (i) are
backed by properties held for leasing and which (ii) are at the same time accompanied by formats
that restrict the related proceeds from operations to guarantee repayment of the borrowing, the
related financial charges are attributed to tax-exempt operations, whilst for borrowings backed by
trading properties the related financial charges are attributed to taxable operations.
In cases where the borrowings giving rise to the aforementioned financial charges are hedged against
interest rate fluctuations, the related income and charges (including any ineffective portion) were
assigned to tax-exempt or taxable operations in accordance with how the hedged cash flows were
recognised;
-
financial charges relating to short-term and medium/long-term borrowings that are not mortgage
loans, nor backed by the aforementioned restrictions on proceeds to serve the related borrowing,
such as the convertible bond and short-term credit facilities, are considered costs that are "common"
to the two types of operations and consequently separated according to the income requirement
calculated as mentioned previously. With reference to convertible bonds, the income recognised
against fair value changes in conversion options released in favour of holders of convertible bonds
issued by the Company, in that referring to mere valuation components of a financial instrument
related to a liability that, following application of the amortised cost approach (over the term of the
bond loan), will give rise to corresponding financial charges, were considered (in line with the logic
adopted for the corresponding interests) as "common" to both types of operations and as a result
divided among them according to the income requirement. Equal treatment was adopted for charges
related to the fair value assessment of the aforesaid options;
-
financial charges incurred for the issue of guarantees to banks in the interests of subsidiaries are
recognised as taxable operations in that the related revenues from chargeback of such costs to the
subsidiaries are allocated to income from taxable operations. It should be noted that the early
settlement of a derivative, related to hedges against interest rate fluctuations in borrowings, due to
property disposals with the resulting early settlement of the underlying borrowing, the effects
recognised under the income statement are recognised as taxable operations in that related to the
sale of the property;
-
Income and charges recognised for changes in fair value of conversion options related to convertible
bonds (recorded among liabilities in compliance with the accounting standards IAS/IFRS) are
recognised as taxable operations.
233
Note that the financial charges on loans taken out to finance the early repayment of the IMSER securitisation
were considered in the tax-exempt operations, taking into consideration that the resources coming from these
loans were fully intended (by means of capital payments) to enhance the investment in IMSER 60 SIIQ S.p.A.
and, therefore, specifically used in an investment in a SIIQ activity.
Income and charges from subsidiaries, associates and other companies: all the financial income was totally
recognised as taxable operations.
Amounts payable to subsidiaries, associates and other companies are recognised as taxable operations
except for charges deriving from loans from investee companies that are considered costs "common" to both
types of operations, in the same way as financial charges on short-term and long-term borrowings that are not
mortgage loans and are consequently separated according to the income requirement calculated as
mentioned previously.
Income tax: income tax, whether current or deferred, are recognised as taxable operations as it has no
connection with tax-exempt operations.
Revenues and charges that are adjustments of items recorded in Financial Statements referred to years
previous the adoption of the special regime, or contingent assets on costs pertaining to years previous the
adoption of the special regime, despite their classification in the Income Statement, are fully attributed to the
taxable activity considering that they are strictly related (by adjusting them) to revenues and charges referred
to years in which all the income was taxable.
7. NOTES TO THE FINANCIAL STATEMENTS
The Management Report represents a part of these Notes.
NON-CURRENT ASSETS
7.1.1
Land and
buildings (*)
1,771,925
Capex
18,297
Sales
(71,603)
Net w rite-dow ns
(293)
Reclassif ications
170,634
(*)
1,888,960
As a guarantee for loans obtained, mortgages for a total of 1,779,498 thousand of Euro are secured by trading properties with a carrying amount of
1,428,980 thousand of Euro.
“Capex” refer to the property complex in Piazza Freud, Milan (9,343 thousand of Euro), mostly for the
capitalisation of charges related to the change of its use and to expenses related to renovation, and to other
properties including via San Nicolao, Milan (2,625 thousand of Euro), Corso Matteotti, Milan (1,500 thousand
of Euro), Piazza San Fedele, Milan (949 thousand of Euro).
“Sales” refer to the disposal of the property in via Fogazzaro, Milan (at a price totalling 61,500 thousand of
Euro with a positive margin of 1,080 thousand of Euro), and to the disposal of residential portion of a property
234
located in Piazza San Fedele, Milan (at a price totalling 13,000 thousand of Euro with a positive margin of
1,817 thousand of Euro).
"Net write-downs" refer to adjustments made to the value of properties during the period to align them with
their respective fair values (in accordance with the international accounting standards.
“Reclassifications” refer: i) for 132,404 thousand of Euro to the properties in Piazza San Nicolao, Milan
(100,203 thousand of Euro) and in via dell’Arte, Rome (32,201 thousand of Euro), which were previously
classified in the item “properties under development”, following the completion of the related modernisation
initiatives; ii) for 38,230 thousand of Euro, to the net reclassification of properties from the “assets held for
sale” category, following the revision of the sales prospects of some properties.
7.1.2
Land and
buildings
117,720
Capex
16,545
Net w rite-dow ns
(1,861)
Reclassifications
(132,404)
-
"Capex" refer to the development/renovation activities carried out:

on the property located in Piazza San Nicolao, Milan, of 13,054 thousand of Euro (currently classified
among investment properties);

on the property located in via dell’Arte, Rome of 3,491 thousand of Euro (currently classified as
investment properties);
These costs include costs incurred for works and different technical activities totalling 13,314 thousand of
Euro and financial charges of 3,231 thousand of Euro.
With regard to financial charges, note that as at 31 December 2014 the following were capitalised: i) costs on
borrowings specifically for property purchase and development of 174 thousand of Euro; ii) costs relating to
general borrowings (short-term and convertible bonds) used for financing the development properties of 3,057
thousand of Euro. The capitalisation rate of financial charges on general borrowings used took into account
the risk profile of each initiative.
"Net write-downs" refer to adjustments made to the property values during the period to align them with their
respective fair values (in accordance with the international accounting standards).
For information on "reclassifications”, see Note 7.1.1 above.
Information on the development projects completed during the period can be found in note 5.3.1 above.
7.1.3
235
Historical
cost
Description
Furniture and fittings / office machines
1,875
Depr.
fund
2014
increas
es
Total
(748)
1,127
-
2014
depr.
Elim ination of discontinued
assets
Historical
cost
elim inated
Historical
cost
(146)
(66)
Electronic machinery
329
(221)
108
6
(47)
(80)
Motor vehicles
196
(101)
95
52
(46)
-
Misc. equipment and other assets
40
(39)
1
-
-
(43)
Plant and equipment
60
(60)
-
-
-
Total
7.1.4
2,500
(1,169)
1,331
58
Fund
discharge
(239)
66
80
43
-
(189)
Depr.
fund
1,809
(828)
981
255
(188)
67
248
(147)
101
(3)
4
1
60
189
Total
(60)
2,369
-
(1,219)
1,150
Intangible assets
De scription
Balance 31.12.2013
Historical
cost
Am ort. Fund
Balance 31.12.2014
Balance as at
31.12.2013
Am ort.
His torical
cost
Increases
Am ort. Fund
Balance as at
31.12.2014
Sof tw are
451
(279)
172
(63)
63
514
(342)
172
General total
451
(279)
172
(63)
63
514
(342)
172
This item relates entirely to the cost of purchasing software. These costs are amortised on the basis of the
expected useful life of the asset, which corresponds to a period of 5 years.
7.1.5
Investments
Subsidiaries
Other
com panies
Associates
429,248
Capital increases, capital payments and other increases
683,426
-
-
(133)
-
-
(1,007)
-
(24)
Decreases due to liquidations
Write-dow ns
1,111,534
3
3
1,562
1,538
Total
430,813
683,426
(133)
(1,031)
1,113,075
Details of investments in subsidiaries, associates and other companies as at 31 December 2014 are provided
in Annexe 2.
Subsidiaries
Increases for the period relate: i) to capital contributions in favour of Imser 60 SIINQ S.p.A. of 682,963
thousand of Euro, of which 670,462 thousand of Euro to provide the subsidiary with the requirement
necessary for the early repayment of its borrowing (as widely described in the Management Report); ii) to
contributions for covering losses of investee companies B.S. Immobiliare 9 S.p.A. SIINQ (407 thousand of
Euro) and B.S. Attività Commerciali 3 S.r.l. (6 thousand of Euro) of 413 thousand of Euro; iii) to the purchase
of 2% of the portion of share capital of Imser 60 SIINQ S.p.A. by Telecom Italia S.p.A. of 50 thousand of Euro.
Decreases due to liquidation refer exclusively to the closing of the related liquidation of the investee Imser
236
S.r.l. in liquidation.
The write-downs of the period refer to the investments in B.S. Immobiliare 8 S.p.A. SIINQ (825 thousand of
Euro) and B.S. 9 Immobiliare S.p.A. SIINQ (182 thousand of Euro) due mainly to the reduction in fair value of
the properties owned by these companies.
Associates
The balance as at 31 December 2014 is entirely attributable to the value of the 30% investment in Real
Estate Solution & Technology S.r.l, established to provide Information Technology services to companies
operating in the real estate sector. The Company also holds 20% of the share capital of Beni Stabili Hotel
S.A., whose value was zeroed against the write-down recognised in previous financial years, which also
required the setting up of a specific risk fund. The adjustment of this risk fund for 2014 totalled 4 thousand of
Euro and it was recognised in the Income Statement as write-downs of investments
Other companies
The balance of investments in other companies as at 31 December 2014 (investments classified as
available-for-sale financial assets) includes the value of: i) investment of 0.41% in the share capital of Mittel
S.p.A. (1,339 thousand of Euro); ii) investment of 4.09% in the share capital of Nomisma S.p.A. (196
thousand of Euro). This investment was written down in the period by 24 thousand of Euro; iii) investment of
17.18% in the consortium Le Fornaci a r.l. for the management of property units at the Beinasco shopping
mall (3 thousand of Euro).
In addition, the Company holds a 10% investment in the share capital of RSE Projekt Management AG and a
2.981% investment in Consorzio Census, the carrying amounts of which equal zero.
7.1.6
Securities
The item refers entirely to the shares (99) held in the Securis Real Estate fund, managed by Beni Stabili
Gestioni S.p.A. – SGR. Note that these shares were acquired in 2013 through property transfers in favour of
the participated fund. The decrease in the financial year mainly refers to the write-down of the quotas of the
fund (132 thousand of Euro) due to permanent losses incurred by fund.
7.1.7
237
31.12.2014
31.12.2013
Trade receivables
4,241
4,241
Receivables f rom tenants
Property sales
15,714
14,326
Provisions f or w rite-dow n of trade receivables
(4,241)
(69)
Total trade receivables
15,714
18,498
Receivables f rom Municipality of Rome f or "reverse accession"
7,432
13,432
Tax receivables
7,500
9,204
Provision for w rite-dow n of tax receivables
(18)
(18)
Guarantee deposits and other receivables
232
419
Provisions f or w rite-dow n of other receivables
(1,875)
(143)
Total other receivables
13,271
22,894
Total non-current trade and other receivables
28,985
41,392
Other receivables
The item "Property sales", unchanged from the previous year, includes an amount receivable from the
Municipality of Rome of 4,241 thousand of Euro and fully impaired in the financial year, as the balance
outstanding on the sale of a residence known as Fabianella. This sale, carried out in 2002, is the subject of a
legal dispute as described in Note 8 below.
"Receivables from tenants" fully include receivables on invoices to be issued, recognised in accordance with
term, and which, on the basis of contractual provisions, will be collected only after 31 December 2015
(14,257 thousand of Euro as at 31 December 2013). This item, as at 31 December 2013, included also a
receivable (entirely written down) of 69 thousand of Euro corresponding to promissory notes issued by
tenants, which was reclassified among receivables within 12 months.
“Receivables from Municipality of Rome for reverse accession": refer to the compensation due to the
Municipality of Rome against a land that was subject to "reverse accession" without the issue of a legitimate
order. In previous years, legal actions against the Municipality of Rome were started (as described in Note
8), aimed at the recognition of compensation proportionate to the damage suffered by the Company. The
receivable originally recorded in the financial statements (for a value corresponding to the carrying amount of
the land subject matter of the measure of reverse accession) amounted to 17,150 thousand of Euro and was
partially collected by the Municipality of Rome against payments made in partial settlement of the first
instance judgements. In connection with the final settlement of the litigation with the Municipality concerning
this item, during 2014 a loss was recognised on this receivable of 6,000 thousand of Euro, corresponding to
the excess receivable not recognised judicially and another write-down of 1,858 thousand of Euro was also
recognised to account for actual recovery prospects.
“Tax receivables”: the balance as at 31 December 2014 mainly includes: i) the receivable, totalling 6,536
thousand of Euro (7,405 thousand of Euro as at 31 December 2013), arising due to the payment of amounts
due pending judgement in tax litigations to which Beni Stabili S.p.A. SIIQ belongs, details of which can be
found in Note 8 below Tax litigations and inspections; i) the IRES tax receivable of 950 thousand of Euro
deriving from partial deductibility - for IRES purposes - of IRAP tax paid in previous years, as envisaged by
Italian Law 2/2009 and by Italian Law 214/2011.
238
The decrease in the item, compared to the balance as at 31 December 2013, is mainly due to the
reclassification in current tax receivables: i) of the IRES tax receivable for the substitute tax, paid pursuant to
Italian Law 296/2006 for adopting the special regime for Listed Real Estate Investment Companies SIIQ/SIINQ, on the properties in previous financial years, to be used to offset, of 835 thousand of Euro; ii) of
the receivable related to the tax inspection for the 2004 tax period of 721 thousand of Euro.
“Guarantee deposits and other receivables”: the balance of the item as at 31 December 2014 refers entirely to
guarantee deposits of 232 thousand of Euro (350 thousand of Euro as at 31 December 2013). These
receivables are written down by a total of 17 thousand of Euro.
The change in provisions for write-down of non-current receivables is set below:
Provisions for
w rite-dow n of
trade receivables
Provisions
receivables
69
143
4,241
1,858
Use
-
Reclassif ication f rom/to provisions f or w rite-dow n of current receivables
(69)
7.1.8
(126)
-
4,241
1,875
Beni Stabili Retail
S.r.l.
5,051
B.S. Im m obiliare 5
S.r.l.
21,533
Total
26,584
Interest accrued and capitalised
351
-
351
Reimbursements during the year
(4,453)
-
(4,453)
Reclassif ications f rom/(to) current receivables
-
(21,533)
949
-
(21,533)
949
The item refers to receivables for loans granted to subsidiaries Beni Stabili Retail S.r.l. and B.S. Immobiliare 5
S.r.l. Changes in the period regarded: i) the capitalisation of interests on the loan to Beni Stabili Retail S.r.l.; ii)
the partial redemption in December 2014 made by Beni Stabili Retail S.r.l.; iii) the reclassification of the loan
to B.S. Immobiliare 5 S.r.l. among current receivables, by reason of its maturity. Please refer also to Note 10
below.
7.1.9
The balance of the item as at 31 December 2014 refers entirely to a CAP on interests rates raised in the
year.
The changes recorded by this instrument from when it was raised as at 31 December 2014, are shown in the
table below:
239
"Hedge
accounting"
derivatives
-
New hedging instruments (premium and costs)
1,344
(498)
846
“Cap”: is an optional derivative financial instrument. Against payment of an initial premium, the Company has
the right to receive, when the Euribor rate is higher than a maximum level (called strike rate), of 0.50%, the
spread between the Euribor rate and the above-mentioned strike rate. However, nothing is due to the
Company in the period in which the Euribor is below that strike rate.
7.1.10 Deferred tax assets
Diff. betw een carrying
am ount/tax value of
properties
60,158
Costs not
deducted
Interest expense
249
5,516
Fair value of
hedging
instrum ents
361
Total
66,284
Increases recognised to Income Statement
347
-
-
-
347
Deferred tax assets
315
-
-
-
315
32
-
-
-
32
Increases not recognised to Income
Statement
-
-
-
-
-
Tax payables
-
-
-
-
-
Equity
-
-
-
-
Decreases recognised to Income Statement
(2,484)
(18)
(290)
-
(2,792)
Deferred tax assets
(2,484)
(18)
(290)
-
(2,792)
-
-
-
-
-
Decreases not recognised to Income
Statement
-
-
-
(361)
(361)
Tax payables
-
-
-
-
-
Equity
-
-
-
(231)
-
-
-
-
-
-
-
8,400
-
5,226
-
13,626
Reversal due to Italian LD 133/2014
Reclassifications
(49,621)
(361)
(361)
(49,852)
As can be seen from the above table, the decrease for the year of deferred tax assets is attributable for
have considerably reduced the provisions of future taxable income, envisaging the tax exemption for margins
Increases and decreases to the Income Statement refer to the tax effect of disposals for the year, related to
the adjustment to the fair value of properties not included in the SIIQ regime, to the use of interests not
previously deducted and to other minor changes.
Whereas, decreases not recognised in the Income Statement refer to the tax effect related to changes in the
240
fair value of derivatives recognised in equity.
With reference to the balance as at 31 December 2014 of 13,626 thousand of Euro, note that this includes
deferred tax assets on: i) real estate portfolio of 8,400 thousand of Euro, of which 5,897 thousand of Euro
Group properties excluded from the SIIQ/SIINQ regime and 2,503 thousand of Euro shopping malls in
relation to the value of their business units; ii) the temporary non-deductibility of interests, pursuant to Article
96 of the T.U.I.R. of 5,226 thousand of Euro.
These net deferred tax assets were recognised within the limit of reasonable expectations of future taxable
income, sufficient to ensure the recovery.
7.2
CURRENT ASSETS
7.2.1
Trading properties
Land and
buildings (*)
72,647
Capex
995
Sales
(9,220)
Net w rite-dow ns
(1,117)
63,305
(*)
As a guarantee for loans obtained, mortgages for a total of 106,246 thousand of Euro are secured by trading properties with a carrying amount of
“Capex” refer to renovations made to some properties and in particular: i) to the property located in via
Boscovich Ruggiero, Milan, of 827 thousand of Euro; ii) to the property located in via San Gallo, Florence of
85 thousand of Euro; iii) to the property located in via degli Zabarella, Padua of 83 thousand of Euro.
"Sales" refer to: i) the disposal to the Municipality of Milan, for 9,118 thousand of Euro, of the area in via E.
Vittorini, Monlué, in Milan, provided in the agreements concerning the definition of urban development costs
of the property complex in Piazza Freud, Milan; ii) the sale of some parking spaces of the property of Rome,
via Fancelli, whose price was 126 thousand of Euro.
"Net write-downs" refer to the adjustments made to the value of certain properties to align their carrying
amounts with their expected sale values.
241
7.2.2
31.12.2014
31.12.2013
Trade re ce ivables
56,607
1,607
Tenants
43,675
32,223
Customers f or services provided
77
Provisions f or w rite-dow ns of trade receivables
Total trade re ceivable s
-
(18,736)
(16,748)
81,623
17,082
Othe r re ceivables
Receivables f rom the Municipality of Rome f or expropriations
3,317
979
Tax receivables
4,014
2,879
Guarantee deposits
80
106
5,813
6,099
Provisions f or w rite-dow n of other receivables
(1,675)
(1,243)
Total othe r re ce ivables
11,549
8,820
Total trade and other rece ivable s
93,172
25,902
Other receivables
“Property sales and investment disposals”: the balance of the item as at 31 December 2014 refers: i) to the
balance of the price for the sale (completed in June 2014) of the property in Via Fogazzaro, Milan, of 55,000
thousand of Euro, which will be collected no later than May 2015; ii) balance of the price for the sale
(completed in 2008) of 40% of the share capital of Risorse e Sviluppo Napoli S.p.A. (1,400 thousand of Euro,
including accrued interests); iii) the balance of a price adjustment on the sale (completed in 2005) of the
investment in S. Clemente Resort S.r.l. (207 thousand of Euro);
“Tenants”: includes the receivables: i) from property tenants of 42,243 thousand of Euro (30,791 thousand of
Euro for 31 December 2013); ii) relating to the guaranteed annuity recognised in previous financial years and
due from sellers of the property in via Nanni Costa, Bologna, of 1,432 thousand of Euro (unchanged
compared to 31 December 2013).
Note that receivables from tenants include: i) receivables on invoices to be issued, recognised pursuant to
term (2,629 thousand of Euro and 2,593 thousand of Euro for 2014 and 2013, respectively); ii) a position
relating to a dispute for 11,167 thousand of Euro (the same amount as at 31 December 2013) with the tenant
of the Ferrara shopping mall, details of which are provided in Note 8 below.
“Customers for services provided”: the balance of the item as at 31 December 2014 refers to services
provided to third parties by the Company.
Movements in provisions for write-down of trade receivables during the period are shown below.
Provisions for
w rite-dow n of
trade rece ivables
16,748
Provisions
2,082
Use
(141)
Releases
(22)
Reclassif ication from provisions for w rite-dow n of non-current receivables
69
18,736
242
“Receivables from the Municipality of Rome for expropriations”: refer to: i) the receivable of 3,263 thousand
of Euro (979 thousand of Euro as at 31 December 2013) corresponding to the compensation for an
expropriated land in Pietralata, Rome. This receivable was increased in the financial year of 2,284 thousand
of Euro by reason of the higher compensation paid to the Company as a result of the Judgment of the Court
of Cassation, of accrued interests and of VAT on the partial invoicing already made to the Municipality of
Rome. Given the actual recovery prospects, this receivable was written down in the year by 364 thousand of
Euro. Reference is made to the next Note 8 for the description of the litigation with the Municipality of Rome
for the payment of the compensation and recovery of the corresponding receivable; ii) the receivable of 54
thousand of Euro, related to the expropriation compensation in 2014 of a land in Ponte di Nona, Rome by the
Municipality.
“Tax receivables”: mainly include: i) the IRES tax receivable of the tax consolidation of the Group of 2,228
thousand of Euro (1,420 thousand of Euro as at 31 December 2013), equal to the receivables arising in the
tax period for the payment of advance tax payments and for the withholding taxes incurred of 3,899 thousand
of Euro, recorded net of the IRES payables of 1,671 thousand of Euro; ii) the IRAP tax receivable of 10
thousand of Euro (26 thousand of Euro as at 31 December 2013), equal to the receivable arising in the year
for the payment of advance tax payments, of 490 thousand of Euro, recorded net of the tax for the period of
469 thousand of Euro and of the one due for the previous financial year of 11 thousand of Euro; iii) the IRES
tax receivable of 835 thousand of Euro of the substitute tax, paid pursuant to Italian Law 296/2006 for
adopting the special regime for Listed Real Estate Investment Companies – SIIQ/SIINQ, on the properties
sold by December 2013, reclassified in the current financial year among current receivables, in that it will be
used to offset in the following financial year. The corresponding receivable (861 thousand of Euro as at 31
December 2013) was used in the year; iv) the receivable for the payment of the amounts due pending
litigation of 721 thousand of Euro, established by Beni Stabili S.p.A. SIIQ for the assessment undergone for
the 2004 tax period.
“Other receivables”: this item primarily includes: i) accrued income and prepaid expense of 3,965 thousand
of Euro (3,902 thousand of Euro as at 31 December 2013) mainly for lease contract brokerage of 2,741
thousand of Euro (2,966 thousand of Euro as at 31 December 2013), lease contract registration tax of 462
thousand of Euro (494 thousand of Euro as at 31 December 2013), surety commissions and prepaid
commissions on "committed" credit facilities of 533 thousand of Euro (178 thousand of Euro as at 31
December 2013); ii) interests on other credit positions of 1,037 thousand of Euro entirely written-off
(unchanged compared to 31 December 2013); iii) sundry advances of 285 thousand of Euro, written down by
144 thousand of Euro (537 thousand of Euro and 77 thousand of Euro as at 31 December 2013,
respectively); iv) receivables for loans granted to the investee company RGD Ferrara S.r.l. of 150 thousand
of Euro (158 thousand of Euro as at 31 December 2013); v) receivables for insurance reimbursements of 40
thousand of Euro (127 thousand of Euro as at 31 December 2013).
Movements in provisions for write-down of other receivables during the year are shown below:
243
Provisions for w ritedow n of other
receivables
1,243
Provisions
432
Use
-
Releases
-
Reclassification f rom provisions f or w rite-dow n of non-current receivables
-
7.2.3
1,675
31.12.2014
31.12.2013
Receivables from subsidiaries
Loans
132,256
Running accounts (including interests paid in December)
147,328
73,290
Total recei vabl es for l oans and runninc accounts
279,584
118,783
Trade receivables from services provided and leases
6,189
6,441
Receivables deriving from the consolidation of IRES taxable income
4,297
Total receivables from subsidiaries
290,070
45,493
777
126,001
Receivables for loans granted to subsidiaries and those relating to running accounts are interest-bearing.
The increase in the period of their overall balance is mainly attributable: i) to the liquidity put at the disposal of
the subsidiary B.S. Immobiliare 8 S.p.A. SIINQ in June, by means of the running accounts (126,600 thousand
of Euro) and used by the latter to pay off a bank loan; ii) to the reclassification as current receivables of the
loan granted to B.S. Immobiliare 5 S.r.l. (22,783 thousand of Euro as at 31 December 2014); iii) to additional
resources made available to the indirectly controlled companies Sviluppo Ripamonti S.r.l. (+9,378 thousand of
Euro compared to 31 December 2013) and B.S. Immobiliare 5 S.r.l. (2,655 thousand of Euro) to finance the
preliminary development activities started by them; iv) to resources made available in the financial year of
Beni Stabili Development S.p.A. (4,690 thousand of Euro) mainly to finance the payment of the instalment
falling due in 2014 related to the payable taken out by the latter for the purchase in 2013 of 31.8% of Sviluppo
Ripamonti S.r.l.; v) to the receivable recognised with regard to B.S. 7 S.p.A. (4,250 thousand of Euro) as part
of the regulation of the tax consolidation for 2014. The increase was partially offset by the repayment by B.S.
7 S.p.A. of the loan granted to it (6,618 as at 31 December 2013) and by the partial repayment of Beni Stabili
Retail S.r.l. of the loan (of 4,453 thousand of Euro).
Trade receivables refer to intercompany rentals and to services provided by Beni Stabili S.p.A. SIIQ to the
subsidiaries (mainly administrative, accounting, tax, staff management and IT services). These receivables
will be settled via the running accounts.
The consolidation agreements of taxable income (domestic tax consolidation) require Beni Stabili S.p.A SIIQ
to recognise a receivable or a payable resulting from the transfer of taxable income for the purposes of IRES,
tax gains or tax losses from the companies taking part in the regime. This receivable or payable corresponds
to 27.5% of the positive or negative tax base transferred and to the nominal value of any tax receivable
transferred. These positions will be settled via the running accounts at the time of settlement of taxes payable
244
for 2014.
Details of receivables due from subsidiaries and associates, broken down by investees, are provided in
Annexe 3.
7.2.4
These total 105,146 thousand of Euro (104,575 thousand of Euro as at 31 December 2013) and are
represented by cash on hand of 4 thousand of Euro and by bank deposits of 105,142 thousand of Euro.
For information on changes in cash and cash equivalents as at 31 December 2014 for the year, please refer
to the "Statement of Cash Flows”.
7.2.5
The balance of this item as at 31 December 2014 is equal to 1,000 thousand of Euro and refers to properties
for which disposal is deemed as highly likely by the end of 2015.
The table below summarises the movements recorded during the year in the real estate portfolio held for
sale:
Land and
buildings
39,820
Sales
(800)
Reclassifications
(38,230)
Net w rite-ups
210
1,000
"Sales" during the period, for an overall carrying amount of 800 thousand of Euro, refer to the disposal of a
portion of the property complex located in via Baldovinetti, Rome.
For information on "reclassifications", see Note 7.1.1 above.
"Net write-ups" refer to adjustments made to the property values during the period to align them with their fair
value (in accordance with the international accounting standards).
7.3
EQUITY
Equity is shown below:
245
31.12.2014
Share capital (*)
31.12.2013
226,943
191,630
341,404
Legal reserve
230,210
38,315
38,315
185,713
190,093
60,493
60,493
8,740
8,740
102
102
191
191
53
53
24,130
17,222
Reserve Article 89 Italian DPR 917/86
12
12
Non-distributable reserve Italian Lg.D. no. 38/2005
132,629
143,372
Spin-off surplus
127,026
147,221
15,086
35,932
1,602
1,602
Bond reserve
Reserve for unoptioned bond
Bond reserve: cash premium
0
Cash-flow hedge reserve
(30,562)
(655)
(655)
Reserve for treasury shares
Reserve for stock options and free shares
57
Merger surplus
234
-
Total other reserves
1,420
562,562
Retained earnings
178
Profit/(Loss) for the year
(11,651)
(73,722)
Total Equity
613,771
3,128
(73,900)
Total retained earnings (as it results from the Income Statement)
(*)
(14)
(30,932)
1,057,187
(8,523)
1,027,088
As at 31 December 2014, the approved share capital amounts to 331,687,651.50 Euro of which 226,942,588.60 Euro is subscribed and paid-up. The
subscribed and paid-up share capital is made up of 2,269,425,886 ordinary shares with a par value of 0.10 Euro each. Note also that Beni Stabili
S.p.A. SIIQ holds 961,000 treasury shares.
Changes in equity from 1 January 2012 to 31 December 2014 are shown in the "Statement of Changes in
Equity”.
Note that, as previously described in the Management Report, during the year, a paid share capital increase
of 149,725 thousand of Euro was completed, attributed by 35,313 thousand of Euro to the “Share Capital”
and by 114,412 thousand of Euro to “Share premium reserve”. The costs of the operation of 3,219 thousand
of Euro, in compliance with the relevant accounting standards, were recognised under Equity and reduced
the “Share premium reserve”.
Moreover, it should be noted that the Shareholders’ Meeting of 15 April 2014, which approved the financial
statements as at 31 December 2013, resolved among other things:
-
to fully cover the loss for the year 2013 of the Company, amounting to 11,651 thousand of Euro
using the profit reserve included in the "spin-off surplus”;
-
to add 6,908 thousand of Euro to the revaluation reserve Italian Law 2/2009, withdrawing the
corresponding amount from the capital reserve in the "spin-off surplus”;
-
to reclassify the non-distributable reserve, established pursuant to Article 6, Italian Legislative
Decree no. 38/2005, for a value of 10,743 thousand of Euro, in the "retained earnings” reserve;
246
-
to distribute a dividend of 0.022 Euro per share to shareholders (net of treasury shares held),
totalling 42,138 thousand of Euro, withdrawing this amount as follows; i) 13,871 thousand of Euro
from the "retained earnings" reserve; ii) 1,635 thousand of Euro from the profit reserve included in
the "spin-off surplus”; iv) 20,832 thousand of Euro from "Profit reserve for bonds”; iv) 4,380 thousand
of Euro from “Profit reserve ex Italian Law 266/2005 revaluations”; 1,420 thousand of Euro to the
“merger surplus”.
The change in "reserve for stock options and free shares" refers: i) to the notional charge of the year for the
Group (29 thousand of Euro) relating to free share plans guaranteed to Group employees by the parent
company Foncière des Régions on shares of the latter; ii) to the reclassification under the “retained earnings”
reserve for the portion attributable to the free share plans launched in 2010 and closed in the financial year
Finally, note that charges for actuarial differences on Staff termination benefits of 28 thousand of Euro were
classified under “retained earnings”.
With reference to the Cash Flow Hedge reserve, which recorded a negative balance as at 31 December
2014, net of the related deferred tax effect, equal to 30,932 thousand of Euro (30,562 thousand of Euro as at
31 December 2013), the table below shows the movements during the year:
Description
31.12.2014
Cash flow hedge reserve - opening balance
31.12.2013
(30,562)
(56,075)
Released in correspondence w ith payment of hedged cash flow s
10,877
16,200
Released on early settlement of hedging instruments(including HFS)
12,176
9,431
Decreases for the period for changes in fair value of hedging instruments (effective changes)
(23,072)
247
(351)
(365)
(30,932)
(30,562)
Income tax relating to the above changes
Cash flow hedge reserve - closing balance
The next table instead shows the timetable for recognition of the cash flow hedge reserve to the Income
Statement, assuming that the underlying cash flows remain the same:
Carrying
am ount
Reserve
Cash flow hedge
Total
(30,932)
(30,932)
up to 6
m onths
6-12
m onths
1-2 years
2-5 years
beyond 5
years
(5,886)
(5,288)
(4,857)
(12,109)
(2,792)
(5,886)
(5,288)
(4,857)
(12,109)
247
(2,792)
Carrying
am ount
(30,562)
(30,562)
up to 6
m onths
6-12
m onths
1-2 years
2-5 years
(8,872)
(7,906)
(11,259)
(2,573)
(8,872)
(7,906)
(11,259)
(2,573)
beyond 5
years
48
48
The following statement provides a summary of reserves included in the financial statements as at 31
December 2014, indicating their nature and possible use, also taking into account any specific statutory use.
Reserve
Type
Amount
Possible use
- Share following
premium reservereserves are subject to the tax deferral regime for a total of 204,433
Share capitalthousand
341,404
A, B, Ci)
The
of Euro;
- Reserve for treasury shares Article 2357 Italian c.c.
Share capital
(655)
-
12
B
revaluation reserve Italian Law 266/05, of 180,047 thousand of Euro: ii) revaluation reserve Italian Law
- Legal reserve
Profit
78/83,
of 191 thousand of Euro; iii) revaluation reserve Italian Law 413/91, of
53
thousand38,303
of Euro;B iv)
- Legal reserve
Share
capital
- Reserve Italian L. 169/83
Share917/86
capital
A, B, C
contribution
reserve as per Article 55 (now Article 89), Italian Presidential Decree
of 1260,493
thousand
of
- Reserve Italian L. 218/90
Share capital
Euro;
revaluation
reserve Italian Law 2/2009, of 24,130 thousand of Euro.
- Reservev)
Italian
L. 124/93
Share capital
8,740
A, B, C
102
A, B, C
- Revaluation reserve Italian L. 266/2005
Profit
155,979
A, B, C
Share capital
29,734
A, B, C
Share capital
6,908
A, B, C
- Revaluation reserve
Italian L. 2/2009
7.4
NON-CURRENT
LIABILITIES
Profit
17,222
A, B, C
Profit
191
A, B, C
Profit
53
A, B, C
7.4.1
- Reserve ArticleBorrowings
89 Italian PD 917/1986
Profit
12
A, B, C
509
31.12.2013
14,577
A, B, C
- Bond reserve
Share capital
31.12.2014
- Bond reserve
Mortgage loans
- Reserve for unoptioned bonds
loans
-Other
Spin-off
surplus
Profit
577,636
Share capital
199,360
Share capital
-Bonds
Reserve Italian Lgs. D. 38/2005
-Convertible
Cash flow hedge
bondsreserve
- Reserve for free shares
594,944 Profit
Share capital
463,951
Share capital
- Retained earnings
Total non-current borrow ings
Total capital reserves
Total profit reserves
A : Share capital increase; B : Loss coverage; C : Distribution.
Profit
1,835,891
1,602
127,026
132,629
(30,932)
57
178
583,291
320,853
A, B, C
912,939
A,B,C
A,- B, C
-559,494
A, B, C
A, B, C
1,472,433
The following reserves are subject to the tax deferral regime for a total of 204,433 thousand of Euro; i)
revaluation reserve Italian Law 266/05, of 180,047 thousand of Euro: ii) revaluation reserve Italian Law
78/83, of 191 thousand of Euro; iii) revaluation reserve Italian Law 413/91, of 53 thousand of Euro; iv)
contribution reserve as per Article 55 (now Article 89), Italian Presidential Decree 917/86 of 12 thousand of
Euro; v) revaluation reserve Italian Law 2/2009, of 24,130 thousand of Euro.
7.4
NON-CURRENT LIABILITIES
7.4.1
Borrowings
31.12.2014
31.12.2013
Mortgage loans
577,636
912,939
Other loans
199,360
-
Bonds
594,944
-
Convertible bonds
463,951
559,494
1,835,891
1,472,433
Total non-current borrowings
248
“Mortgage loans”
These regard medium/long-term mortgage loans falling due "over 12 months". The principal on such loans
falling due within 12 months and accruing nominal interest coupons are included in current borrowings (see
Note 7.5.1).
31.12.2014
31.12.2013
244,667
672,301
70,705
240,638
Beyond 5 years
262,264
-
Total non-current portion
577,636
912,939
Mortgage loans as at 31 December 2014 are all floating rate. The following table shows the average effective
interest rates applied to these borrowings, calculated without taking account of interest rate hedges:
Average annual effective interest rate
Floating rate mortgage loans
31.12.2014
31.12.2013
2.42%
2.80%
Given that, in relation to these mortgage loans, a number of interest rate swaps are in place as risk hedging.
The following table shows the nominal portions of borrowings hedged as at 31 December 2014, with
comparison data as at 31 December 2013:
Description
31.12.2014
31.12.2013
Nominal amount outstanding on floating rate borrow ings (excluding accruing interest coupon)
(a)
932,449
1,024,377
IRS outstanding (IRS-CAP)
(b)
778,439
915,299
83.48%
89.35%
% borrow ings hedged at floating rate (IRS) - (b) / (a)
The item “Other loans” includes the non-current portion of the payable of a nominal 200,000 thousand of Euro
raised in the year and not secured, as part of the closure of the securitisation. This loan accrues interests at
Euribor 3 months, plus a spread, paid when due on a quarterly basis and is not hedged against interest rate
risk.
249
31.12.2014
199,360
-
Beyond 5 years
-
Total non-current portion
199,360
The accruing nominal interest coupons are included in current borrowings (see Note 7.5.1).
The effective interest rate of this loan is 2.59%.
“Bonds”
The item includes the non-current portion of the two bonds issued by Beni Stabili S.p.A. SIIQ during 2014, in
particular:
1)
years and with a fixed coupon of 4.125% on annual basis;
2)
years and with a fixed coupon of 3.5% on annual basis.
The following table shows changes in the non-current portion of the two bonds from their date of issue as at
31 December 2014.
Nominal value
Issue costs
350,000
(2,912)
-
Carrying amount
632
350,000
(2,280)
347,088
632
347,720
Note that, against a nominal rate of 4.125%, the effective interest rate, calculated only for accounting
purposes, was 4.35%. The nominal interest coupon accrued as at 31 December 2014 (13,599 thousand of
Euro) is classified under current borrowings.
Nom inal value
Issue costs
250,000
-
250,000
250
Carrying am ount
(3,220)
444
(2,776)
246,780
444
247,224
Note that, against a nominal rate of 3.50%, the effective interest rate, calculated only for accounting purposes,
was 3.79%. The nominal interest coupon accrued as at 31 December 2014 (6,591 thousand of Euro) is
classified under current borrowings.
“Convertible bonds”
This item refers to the non-current portion of the borrowing relating to the convertible bonds issued in the
previous financial year. In particular, the two following convertible bonds were classified under non-current
payables:
o
convertible bond of nominal 225,000 thousand of Euro, issued in the first half of 2013 and maturing in
2018;
o
ii) convertible bond of nominal 270,000 thousand of Euro, issued in the second half of 2013 and
maturing in 2019.
As at 31 December 2013, the bond issued in 2010 for a residual nominal value of 105,538 thousand of Euro
was also classified under non-current borrowings, and it was reclassified in the year under borrowings due to
its maturity in April 2015.
The following table shows the changes in carrying amounts of the non-current portion of the convertible bond
maturing in 2018:
Nominal value
Option value
225,000
Carrying amount
(1,918)
214,550
-
2,012
442
2,454
225,000
(6,520)
(1,476)
217,004
Issue costs
(8,532)
The portion relating to the nominal interest accrued from the last coupon detachment (July 2014) up to 31
December 2014 for the aforementioned bond stood at 3,463 thousand of Euro. This amount was recognised
under current borrowings. Note that against a nominal interest rate of 3.375%, the effective interest rate,
calculated only for accounting purposes by separating also the optional component of the borrowing at the
initial date was equal to 4.7%.
The following table shows the changes during the period in carrying amounts of this convertible bond as
maturing in 2019:
Nominal value
Option value
270,000
270,000
Issue costs
Carrying amount
(24,456)
(3,262)
242,282
4,179
486
4,665
(20,277)
(2,776)
246,947
The portion relating to the nominal interest accrued from the last coupon detachment (October 2014) up to
31 December 2014 for the aforementioned bond stood at 1,459 thousand of Euro. This amount was
recognised under current borrowings. Note that against a nominal interest rate of 2.625%, the effective
interest rate, calculated only for accounting purposes by separating the optional component of the borrowing
at the initial date was equal to 4.9%.
251
The fair value as at 31 December 2014 and 31 December 2013 of the different categories of current and noncurrent borrowings, compared with their respective carrying amounts, is shown in the table below:
Borrow ings
Borrow ings
Carrying am ount
Mortgage loans
Nom inal value
-
-
925,674
932,498
Fair
value (*)
932,498
Fair
Carrying am ount
Nom inal value
value
(*)
80,102
80,102
80,102
1,018,201
1,024,377
1,024,377
Other loans
199,371
200,011
200,011
-
-
Bonds
615,134
620,190
645,035
-
-
-
Convertible bonds
574,487
606,232
611,339
565,184
606,228
580,859
2,314,666
2,358,931
1,663,487
1,710,707
1,685,338
Total
(*)
7.4.2
2,388,883
-
The fair value of floating rate borrowings was calculated considering the market value to be equal to the nominal value. The nominal value includes
the portion of interests accrued and not paid. The fair value of fixed rate borrowings is measured using the Discounted Cash Flow Method.
According to this method, the fair value of such borrowings is calculated by determining the expected cash flows and discounting these at the
implicit spot rates in the Euribor curve, plus the credit spread.
The balance of this item of 10,050 thousand of Euro as at 31 December 2013, is entirely attributable to the
“Exit tax payables”. The exit tax, originally for a total amount of 47,975 thousand of Euro, as provided by the
specific law, was calculated as 20% of the capital gains (net of capital losses) for the properties to be rented,
determined equal to the difference between the fair value of the properties as at 31 December 2010 and their
tax value. This tax, in accordance with law, will be paid over 5 financial years, starting from June 2011, plus
interest calculated at the official discount rate plus 1%. The fourth expected instalment paid in June 2014 was
9,595 thousand of Euro. The residual amount due for this tax of 10,135 thousand of Euro (9,595 thousand of
Euro of capital amount and 540 thousand of Euro of accrued interests) will be due no later than June 2015; as
a result, it is entirely classified under current liabilities.
7.4.3
Derivatives - Liabilities
The balance as at 31 December 2014 refers: i) to interest rate swap whose negative fair value loss totalled
37,885 thousand of Euro (29,881 thousand of Euro as at 31 December 2013); ii) to the fair value of the
conversion options of the convertible bonds issued in 2013, maturing in 2018 and 2019, amounting to 23,677
thousand of Euro and 29,786 thousand of Euro, respectively (14,467 thousand of Euro and 13,431 thousand
of Euro as at 31 December 2013, respectively). The value of these options was recognised among liabilities
since the conditions (other than the option related to the convertible bond maturing in 2015) to be able to
consider it as a component of equity do not exist (in compliance with the provisions of IAS 32 "Financial
Instruments: Presentation and disclosures”).
The table below provides details of changes recorded during the period in derivatives:
252
Hedging instrum ents
(sw aps on interest rates)
Other hedging
instrum ents (sw aps
on interest rates)
Conversion option of the
2018 and 2019 convertible
bonds
28,313
1,568
27,898
57,779
(10,733)
(124)
-
(10,857)
Total
(7,506)
-
-
(7,506)
22,570
-
-
22,570
2,432
25,565
27,313
New /rescheduling of derivative contracts
2,049
(684)
-
-
2,049
Reclassifications
2,020
(2,020)
-
-
36,029
1,856
53,463
91,348
“Interest Rate Swaps” are contracts that convert the floating rate to a fixed rate; the lower and upper limit of
fixed rates associated with these contracts is as follows:
Description
31.12.2014
Min
Interest rate swaps
7.4.4
0.85%
31.12.2013
Max
Min
2.60%
Max
0.75%
2.60%
The table below summarises the movements in the liabilities for staff termination benefits in the financial
year.
289
Cost of service provided
314
Changes due to actuarial dif f erences accounted f or in Equity
28
Settlements and payments to pension f unds
(311)
320
The number of staff as at the end of the reporting period was 55 (58 as at 31 December 2013), comprising:
31.12.2014
31.12.2013
Managers
13
15
Executives
12
12
Office staff
29
30
Porters
Total
The average number of staff during the year was 56.5 (59 in 2013).
253
1
1
55
58
7.4.5
Diffe re nce s be tw e e n
carrying am ount/tax
value of prope rty
Fair value of
de rivative s
11,524
Increa ses recogni sed to Income Sta tement
8
3
-
-
3
Increa ses not recogni sed to Income Sta tement
-
Tax payables
-
Equity
(2,387)
(2,387)
3
-
-
3
-
-
Decrea ses recogni sed to Income Sta tement
Total
11,532
-
-
(2,387)
(2,387)
-
-
-
Decrea ses not recogni sed to Income Sta tement
-
(8)
(8)
Tax payables
-
-
-
Equity
-
(8)
(8)
Reversa l due to Ita l i a n LD 133/2014
(4,305)
Cha nge i n ba si s of consol i da ti on
-
-
-
4,835
-
(4,305)
4,835
Increases and decreases recorded to the Income Statement refer to: i) to the release of deferred taxation,
recorded in December 2013 on hidden capital gains on properties included in the SIIQ portfolio, made tax
exempt for the purposes of direct taxes by Italian Law Decree 133/2014 (4,305 thousand of Euro); ii) to the
release of deferred taxes recorded on capital gains, achieved in previous financial years for the property
sales, for which taxation in five years was opted for (2,387 thousand of Euro).
The balance as at 31 December 2014 totalling 4,835 thousand of Euro mainly includes deferred taxes
relating to: i) deferred IRES tax for capital gains on property sales (4,109 thousand of Euro); ii) shopping
malls in relation to the value of their businesses (732 thousand of Euro).
7.5
Current liabilities
7.5.1
Borrowings
31.12.2014
31.12.2013
-
Mortgage loans
80,102
348,038
Other loans
Bonds
105,262
11
-
20,190
-
Convertible bonds
110,536
5,690
Total cur r e nt bor r ow ings
478,775
191,054
“Loans and other short-term borrowings”: the balance as at 31 December 2013 (and zeroed during the period)
is entirely attributable to the use of committed and GTC short-term credit facilities.
“Mortgage loans": include the portion of medium/long-term mortgage loans maturing "within 12 months"
(347,989 thousand of Euro) and related interest accrued and not yet paid (49 thousand of Euro).
254
“Other loans”: the item includes exclusively the accruing interest coupon on the unsecured medium term loan
(of a nominal 200,000 thousand of Euro).
“Bonds”: the balance of the item as at 31 December 2014 of 20,190 thousand of Euro refers to the nominal
interest coupon accrued on the convertible bond maturing in 2018 (13,599 thousand of Euro) and on the
(non-convertible) bond maturing in 2019 (6,591 thousand of Euro).
“Convertible bonds”: the balance of the item of 110,536 thousand of Euro as at 31 December 2014 (5,690
thousand of Euro as at 31 December 2013) comprises: i) the carrying amount of the bond of nominal 225,000
thousand of Euro, issued in 2010 and maturing in 2015 (104,842 thousand of Euro) and the amount of the
relevant nominal interests accrued from the last coupon detachment (October 2014) up to 31 December 2014
(772 thousand of Euro); ii) the nominal interest coupons on the convertible bond maturing in 2018 (3,463
thousand of Euro) and on the convertible bond maturing in 2019 (1,459 thousand of Euro).
The following table shows the changes during the year in carrying amounts of the convertible bond maturing
in 2015 (excluding the maturing nominal interest coupons), by noting that as at 31 December 2013 this
borrowing was classified under non-current borrowings:
Nominal value
Option value
105,538
Issue costs
Carrying amount
(2,208)
(668)
102,662
-
1,676
504
2,180
105,538
(532)
(164)
104,842
Note that against a nominal interest rate of 3.875%, the effective interest rate, calculated only for accounting
purposes by separating the optional component of the borrowing at the initial date was equal to 6.17%.
The fair value of current borrowings is provided in Note 7.4.1. above.
255
7.5.2
31.12.2014
31.12.2013
Payable s due to s ubs idiaries
Running account payables
82,426
699
Trade relations
902
784
Payables deriving f rom the consolidation of IRES taxable income
853
317
84,181
1,800
Total payable s due to s ubs idiarie s
Information regarding the running accounts, trade relations and payable deriving from the tax consolidation is
also provided in the section on receivables from subsidiaries (Note 7.2.3).
The increase in payable due to subsidiaries recorded in 2014 mainly refers to the liquidity reversed to the
Company by means of the running accounts by the subsidiaries: i) B.S. 7 S.p.A. (liquidity arising from the
early repayment of the Imser securitisation), ii) Imser 60 SIINQ S.p.A. (liquidity arising from December 2014 –
February 2015 quarterly rentals of its real estate portfolio and from a property disposal completed in
December).
A breakdown by investee of said payables is provided in Annexe 4.
7.5.3
31.12.2014
31.12.2013
Trade payables
Suppliers
Payables for property purchases
13,053
17,211
3,451
5,220
Prepayments
50
-
Payables to the parent company
639
997
17,193
23,428
Total trade payables
Tax payables
VAT
Exit tax payables
Other payables
2,350
908
10,163
10,048
596
740
13,109
11,696
Social security payables
319
347
Staff
956
942
12,967
13,854
Total tax payables
Othe r payables
Lease payables
Sundry payables
3,642
4,597
Total other payables
17,884
19,740
Total trade and other payables
48,186
54,864
“Suppliers”: in both years considered, the item mainly refers to amounts payable on invoices to be received
of 8,461 thousand of Euro (9,939 thousand of Euro as at 31 December 2013) and amounts payable as
holding guarantees of 2,355 thousand of Euro (2,262 thousand of Euro as at 31 December 2013). These
amounts payable refer to real estate costs, to modernisation/renovation costs of properties and to structure
costs related to sundry services and purchases.
“Payables for property purchases”: the balance of this item for both comparison periods refers entirely to the
residual payable related to the purchase, completed in December 2011, of property units in the arcade of "Il
Ducale" shopping mall in Vigevano (Pavia), due in the short period. The change in the year is attributable to
partial payments made.
256
“Prepayments”: the balance as at 31 December 2014 refers entirely to a down payment made by the
promisee purchaser of the property unit in via Fancelli, Rome. The sale is expected to be completed in 2015.
“Payables to the parent company FdR": the balance represents the amount due to the controlling Parent
Company for services provided to the Company, details of which can be found in Note 10 below.
“VAT”: the balance of 2,350 thousand of Euro includes 1,208 thousand of Euro VAT subject to the tax
deferral regime (908 thousand of Euro as at 31 December 2013).
“Exit tax payable”: the item includes the exit tax to be paid for the fifth and last instalment of the exit tax, which
will be paid in June 2015, plus accrued interests payable. As at 31 December 2013, the item included the exit
tax (plus accrued interests) for the fourth instalment of the tax that was paid in June 2014.
Please refer also to Note 7.4 above.
“Other tax payables”: in both years considered, the balance mainly refers to withholding tax payables.
“Staff": includes amounts due to staff mainly for outstanding leave and extra month’s pay.
“Lease payables": the balance regards: i) rents and incidental expenses billed in advance but accruing in
future periods (4,441 thousand of Euro as at 31 December 2014 and 4,357 thousand of Euro as at 31
December 2013); ii) guarantee deposits (8,525 thousand of Euro as at 31 December 2014 and 8,328
thousand of Euro as at 31 December 2013); iii) advances received from tenants (0 thousand of Euro as at 31
December 2014 and 1,169 thousand of Euro as at 31 December 2013).
“Sundry payables": this item primarily includes: i) 2,286 thousand of Euro (2,829 thousand of Euro as at 31
December 2013) as the share of the contribution, received from Ferrovie dello Stato S.p.A., still to be used,
regarding urban development costs on the Garibaldi Complex; ii) 428 thousand of Euro (467 thousand of
Euro as at 31 December 2013) as payables to directors and statutory auditors; iii) 215 thousand of Euro as
payables for condominium expenses (unchanged compared to 31 December 2013); iv) 107 thousand of
Euro as payables for litigations to be settled (unchanged compared to 31 December 2013).
The decrease in the item, compared to the balance as at 31 December 2013 (in addition to the decrease in
the payable set forth in sub-paragraph i) above), is largely attributable to the absence of payable as
commissions on guarantees given in favour of subsidiaries (1,080 thousand of Euro as at 31 December
2013).
257
7.5.4
31.12.2013
Provisions
Releases
Tax provisions
1,529
1,422
-
Other provisions for risks and charges
Total
3,549
5,078
169
1,591
(29)
(29)
Uses
Reclassifications
-
(232)
(232)
31.12.2014
(7)
2,944
(7)
3,457
6,401
“Tax provisions": refers to provisions for liabilities that may arise as a result of tax audits and other probable
tax liabilities. The provision for the period refers: i) for 333 thousand of Euro, to the portion of taxes that Beni
Stabili S.p.A. SIIQ may be required to pay on maturity of the existing convertible bonds (pursuant to Ministry
of the Economy and Finance Decree of 8 June 2011), if the bonds are not converted, on the total reserve
corresponding to the optional component of the unconverted bonds; ii) for 541 thousand of Euro, to
provisions for potential liabilities for requests of IMU additions of previous years; iii) for 548 thousand of Euro
to provisions for other potential liabilities as a result of tax inspections for income taxes.
“Other provisions for risks and charges": include provisions for risks relating to litigation pending and to
provisions for probable future charges related to properties in the real estate portfolio.
The provisions for the period mainly refer: i) to a provision for probable future charges related to expenses
on litigations of 159 thousand of Euro; ii) to liabilities on minor litigations of 6 thousand of Euro; iii) to the
integration of the provision for risks for the measurement of Equity of the investment in Beni Stabili Hotel
S.A. of 4 thousand of Euro.
The decreases for the year refer to uses of 232 thousand of Euro and to releases of 29 thousand of Euro. It
should be noted in particular the settling of a legal dispute with a service provider related to electricity
consumption, which involved the use of provisions set aside of 121 thousand of Euro and a corresponding
release for the excess not used of 29 thousand of Euro.
7.6
INCOME STATEMENT
Below are the details of the main Income Statement items for the year.
For the comments on the changes with respect to the values of the previous year, see the information
provided in the specific section of the Management Report under "Management Information" which is a part of
these Financial Statements.
258
7.6.1
Net rental revenues
31.12.2014
Rents
31.12.2013
93,728
96,423
Intercompany rents (1)
6,840
7,583
Revenues from termination of lease contracts
1,284
8
Total rental revenues
101,853
104,014
Write-dow n/losses and release of funds - tenants
Total w rite-dow n/losses and release of funds - tenants
(2,160)
(2,160)
(4,295)
(4,295)
Lease contract registration tax
(1,038)
(1,129)
Local property tax
(10,950)
(10,337)
Maintenance and property management costs
(9,024)
(10,804)
Costs for property management activities by third parties
(1,977)
(2,045)
Costs for lease of subleased buildings
(554)
(548)
Costs for intercompany lease of subleased buildings
(666)
(558)
Recovery of costs from tenants
5,433
5,499
19
77
(553)
(452)
(19,309)
(21,470)
80,383
(20,297)
(24,592)
79,422
Recovery of costs for insurance indemnities
Brokerage costs for lease contracts
Total costs
Total property costs
Total net rental revenues
(1)
For details of intercompany costs and revenues, please refer to Annexe 5. These revenues refer specifically to the lease to subsidiaries of the
property in Galleria del Corso, Milan, portions of the shopping mall in Beinasco (TO) and of the shopping mall in Vigevano (PV).
7.6.2
31.12.2014
Revenues for services to third parties
31.12.2013
239
252
Revenues for "Corporate", "Legal" and "Asset management" services (1)
2,281
2,312
Total service revenues
2,520
2,564
Costs for the provision of services
(987)
(1,127)
Total service costs
(987)
(1,127)
Total net revenues
1,533
1,437
(1)
Details of intercompany revenues are provided in Annexe 6.
7.6.3
Operating costs
259
31.12.2014
31.12.2013
Salaries and w ages
(4,195)
(4,396)
Social-security contributions
(1,270)
(1,298)
(314)
(324)
Costs for free share plans (1)
(213)
(201)
Other staff costs
(216)
(69)
Total staff costs
(6,209)
(6,288)
Legal, administrative and technical advisory services and other expenses for services received
(6,155)
(6,243)
(357)
(305)
Remuneration to directors and auditors
(1,741)
(1,726)
Leases payable
Share management and listing expenses
(1,462)
(1,322)
Intercompany leases payable (2)
(840)
(890)
Intercompany service costs (3)
(207)
(128)
Total overheads
(10,762)
(10,614)
(16,970)
(16,902)
(1)
The cost of Free Share plans assigned by FdR to the employees of the Company was recognised in 29 thousand of Euro (141 thousand of Euro in
2013) against Equity and 184 thousand of Euro (60 thousand of Euro in 2013) against a payable to the parent company FdR, given the methods of
regulation of the underlying plans. In particular, for the plans assigned in 2012, 2013 and 2014, Beni Stabili S.p.A. pays (in equal instalments over
their life) FdR a fair value price (on the assignment date) of the options assigned to its employees. For this reason, the cost was recognised against
(2)
(3)
a corresponding debit entry, rather than as an increase in equity.
This cost refers to the lease by the subsidiary B.S. 8 Immobiliare S.p.A. SIINQ of the premises of the Company in via Cornaggia, Milan.
Details of these costs are provided in Annexe 7.
7.6.4
Details of other revenues and income and other costs and charges are as follows:
31.12.2014
Intercompany revenues for chargeback of costs (1)
31.12.2013
668
705
33
197
Other revenues and income including other contingent assets
2,325
314
Total other revenues and income
3,026
1,216
(14,791)
(3,166)
(812)
(721)
Use of provisions for risks and w rite-dow n of receivables
Amor./depr. and w rite-dow ns of tangible and intangible assets, w rite-dow n of receivables and provisions for risks
Other taxes
Contingent liabilities for previous years’ taxes
-
Other costs and charges including other contingent liabilities
(74)
(636)
(389)
Total other revenues and income and other costs and charges
(16,239)
(4,350)
Total
(13,213)
(3,134)
(1)
Details of intercompany chargeback of costs are provided in Annexe 8.
7.6.5
Property sales
260
31.12.2014
Investm ent
properties
Trading properties
Sales revenues (1)
Carrying amount of the properties transferred
Held for sale
properties
Investm ent
properties
Trading properties
Held for sale
properties
9,297
74,500
800
7,055
28,000
19,594
(9,220)
(71,603)
(800)
(6,734)
(26,853)
(19,341)
(10)
(623)
(8)
(6)
(223)
(125)
(9,230)
(72,226)
(808)
(6,740)
(27,076)
(19,466)
Brokerage and transaction costs (2)
Total cost of sales
31.12.2013
67
2,274
(8)
315
924
128
(1)
(2)
A trading land expropriation compensation (valued at zero in the financial statements) of 54 thousand of Euro was classified in this item.
For 2014, this item includes 629 thousand of Euro of costs related to sales of previous financial years.
7.6.6
Description
31.12.2014
31.12.2013
1,742
647
159
995
1,901
1,642
(16,569)
(23,598)
(18,908)
-
(17,583)
(14,085)
Interest rate spreads paid on hedging instruments
(10,847)
(17,036)
M edium to long term financial charges - cash portion
(63,907)
(54,719)
(3,252)
(4,570)
(1,018)
-
(8,838)
(6,177)
Charges for transfer to the Income Statement of the Cash Flow Hedge Reserve exceeding the differentials paid
M edium to long term financial charges - non-cash portion
Financial charges on short-term borrowings
1,967
1,251
(11,141)
(9,496)
(513)
(1,984)
Non-utilisation commissions (on medium/long-term and short-term borrowings) and on sureties
(4,287)
(5,790)
Ineffective changes of derivatives
(1,748)
718
(25,564)
7,669
(584)
(505)
(1,495)
(772)
Change in fair value of the conversion options relating to the convertible bonds w ith maturity 2018 and 2019
Costs for new hedging instruments
Costs for rescheduling derivative contracts
Fair value change in hedging instruments immediately passed to the Income Statement
Financial charges corresponding to the reversal of reserves from "Cash Flow Hedge" for early settled hedging
instruments and related costs
Financial charges for early settlement of borrow ings and closing of hedging instruments
(29,391)
7,110
(14,148)
(7,040)
(4,440)
(7,026)
(410)
(2,094)
(18,998)
(16,160)
(208)
(406)
(128,445)
(81,445)
Total
(126,544)
(79,803)
Financial charges on property sales and early redemptions
261
7.6.7
Income and charges from subsidiaries, associates and other companies
31.12.2014
31.12.2013
Financial income from subsidiaries (1)
13,911
8,555
Financial charges from subsidiaries (1)
(730)
(41)
(6)
(4)
Dividends from SIIQ/SIINQ (2)
33,457
31,709
Write-dow n of investments in subsidiaries and associates
(1,011)
(1,519)
Total income/(charges) from subsidiaries, associates
45,621
38,700
Write-dow n of investments in other companies
(154)
(195)
Total income/(charges) from other companies
(154)
(195)
45,467
38,505
Capital loss for sale of investments
Total income/(charges) from subsidiaries, associates and other companies
(1)
(2)
Details of income from subsidiaries are provided in Annexe 9, whilst details of charges from subsidiaries can be found in Annexe 10.
The balance of this item, for both periods under comparison, refers to dividends from the subsidiary Imser 60 SIINQ S.p.A.
7.6.8
Income tax
31.12.2014
31.12.2013
Current taxes
4,109
2,387
(2,640)
Deferred tax assets
(2,477)
14,708
4,019
10,908
(2,329)
(1,160)
(371)
Recalculation of deferred tax liabilities and deferred tax assets relating to previous years (1)
(45,518)
1,076
(47,847)
705
Total taxes
(43,828)
11,613
(1)
The item, for 2014, includes the amount of 45,547 thousand of Euro for the release of deferred tax assets as a result of the regulations introduced
in the financial year by Italian Law Decree 133/2014.
Current taxes include IRES and IRAP payable for the year of 4,579 thousand of Euro (income) and 469
thousand of Euro (cost), respectively.
The following table shows tax liabilities and assets recognised in the Income Statement, with a breakdown of
the amounts attributable to IRES and IRAP.
262
IRES
Current taxes
IRAP
Total
IRES
IRAP
Total
4,579
(469)
4,110
(685)
(475)
(1,160)
(2,126)
(43)
(2,169)
14,575
(307)
(1)
(308)
(113)
246
14,821
(2,433)
(44)
(2,477)
14,462
246
14,708
Deferred tax assets
- differences in carrying amount of properties
- costs not deducted
Total deferred tax assets
-
(113)
- differences in carrying amount of properties
2,387
-
2,387
(2,795)
155
(2,640)
Total deferred tax liabilities
2,387
-
2,387
(2,795)
155
(2,640)
General total
4,533
4,020
10,982
(74)
10,908
(513)
Reconciliation between the theoretical and effective IRES tax rates, calculated (on EBT) by also taking into
account deferred taxes, is as follows.
Theoretical tax rate
27.50%
Tax-exempt results of operations
7.77%
Net w rite-dow ns/w rite-ups of investments and properties
(1.92%)
Non-deductible local property tax on property management and other minor changes
(6.47%)
Retained tax losses
(11.81%)
Actual rate
15.07%
263
7.6.9
Earnings per share
For both years under comparison, as required by IAS 33 "Earnings per share", the Income Statement
indicates the basic and diluted earnings/(losses) per share in relation to the net Group income, attributable to
holders of ordinary equities of the Parent Company.
To this end, basic earnings per share have been calculated as the ratio of the net Group income to the
weighted average of ordinary shares in issue during the year.
The share average, for the purposes of calculation of diluted earnings per share, was determined by adding
the weighted average of ordinary shares in issue in the year, used to calculate basic earnings per share, and
the weighted average of potential additional ordinary shares, with dilution effects, considered as converted to
ordinary shares from the start of the period or their issue date, if later. The net income for the year used to
calculate the diluted earnings per share was subsequently adjusted for costs for the year (net of the related
tax effect) in relation to the financial instruments corresponding to the potential additional ordinary shares with
diluting effects, assuming that such costs would not arise if the potential shares were converted.
It should be noted that said potential ordinary shares in issue are only considered to have a dilutive effect
when their conversion to ordinary shares has the effect of reducing earnings per share or increasing the loss
per share.
There are no potential shares with a dilutive effect for 2014, whereas for 2013 there was a dilution due to
potential shares from convertible bonds.
2014 financial year
2013 financial year
Net Group income (thousand of Euro)
(73,900)
(11,651)
Net Group income adjusted to calculate diluted earnings per share (thousand of Euro)
(73,900)
(20,967)
Weighted average of ordinary shares in issue during the year
1,985,136,020
1,915,341,904
Weighted average of ordinary shares for the year for the diluted earnings per share
1,985,136,020
2,000,638,791
Basic earnings per share
(0.03723)
(0.00608)
Diluted earnings per share
(0.03723)
(0.01048)
8
LITIGATION AND CONTINGENCIES
This section provides information on the main disputes involving the company:
Civil litigations
A litigation against the Municipality of Rome and other litigations relating to an appeal against the
expropriation order regarding land in Rome (Granai di Nerva district)
This is a litigation against the Municipality of Rome, arising in the eighties between Iniziativa Granai di Nerva
S.r.l. (subsequently merged with Sviluppi Immobiliari S.p.A. in 2005, in turn merged with Beni Stabili S.p.A.
SIIQ in 2007), regarding the expropriation of the land in Granai di Nerva, Rome.
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The judgements passed in 2003 following the outcome of judgements at first instance (43 in number), aimed
at determining the extent of compensation, established the Group's right to damages for reverse accession of
the area in favour of the Municipality of Rome. These judgements were challenged before the Court of
Appeal, as the damages awarded by the judges of the court of first instance was insufficient in relation to the
effective damages incurred and this also in the light of some errors contained, as identified by the claimant
Company and its counsels, in the expert appraisals presented in court. Therefore, during the appeal, the
Constitutional Court, with judgements no. 348/07 and no. 349/07, established the unconstitutionality (on the
basis of Article 117 of the Constitution and Article 1 of the additional Protocol of the European Court of
Human Rights) of Article 5 bis, section 7 bis, of Law no. 359 of 1992, in the part that provides for a reduction
of expropriation compensation in case of illegal occupation of land for reasons of public utility, in place of
compensation based on the selling value of the occupied area.
Subsequently, in the judgements passed in 2008 by the Court of Appeal, the criteria for calculating the
interest due to Beni Stabili were made more favourable. However, considering that the mentioned decisions,
albeit increasing the amount of the compensation in favour of the claimant Company, did not take the
aforementioned rulings of the Constitutional Court into due consideration, Beni Stabili presented subsequently
no. 42 appeals before the Court of Cassation against all the mentioned court orders (except for a dispute for
which the Court of Appeal had established the extinction of the legal right to compensation for damages) on
the basis of the following legal considerations: i) breach and unfounded application of the principles
established by the Constitutional Court in judgement 349/07; ii) invalidity of the judgement and proceedings
for failure to rule on the grounds for appeal regarding the objections made by the claimant Company with
regard to the expert appraisal made by the Court.
In 2011 and 2012, the Court of Cassation rejected the appeals lodged by the Company. However, considering
that the Court of Cassation does not seem to have considered any assessment on the actual market value of
assets but seems to have ruled on the basis of an uncritical adherence to expert opinions, the Company
decided to enforce its own reasons by proposing a repeal judgement of the sentences issued.
Consequently, during the first half of 2013, appeals for cancellation against the judgements of the Court of
Cassation were filed; the hearings were held in the last months of 2013 and in the first months of 2014.
However, the judgements of the Court of Cassation that rejected the lodged appeals for cancellation were
filed. Therefore, The Company considered to align the carrying amount of the expropriated assets with what is
due to it pursuant to the judgements passed by the Court of Appeal and that are no longer subject to further
appeal.
Litigation against the Municipality of Rome relating to an appeal against the expropriation order
regarding the land in Rome (Pietralata district)
The action brought in 2001 by Immobiliare Pietralata 87 S.r.l. (company merged in Sport Garden 90 S.r.l. in
2003, which was subsequently merged in Sviluppi Immobiliari S.p.A. in 2007, merged in turn in Beni Stabili)
against the Municipality of Rome regards an appeal against the expropriation order regarding land located in
Via del Tufo, in the district of Pietralata in Rome (18,497 sq.m.) and, in particular, the calculation of the
compensation for expropriation acknowledged by the Municipality of Rome.
The sentence issued by the Court of Appeal of Rome on 16 May 2005, partially upholding our claims,
established the expropriation compensation at 1,434 thousand of Euro. In addition to this compensation, the
265
Court of Appeal also recognised the legal interest from the date of the expropriation order up to the payment
date, legal costs and the expert appraiser's expenses. However, the Company appealed to the Court of
Cassation against the mentioned judgements of Italy's Court of Appeal in order to obtain higher
compensation, even though the amount recognised fully covered the carrying amount of the expropriated
assets (979 thousand of Euro). In the meantime, in keeping with the principle set out by the Constitutional
Court in 2007, the 2008 Finance Act changed the criteria for calculating compensation for expropriation,
comparing it to the sale price of the expropriated property.
Therefore, the judgement of the Court of Cassation, filed on 22 May 2013, quashed the judgment under
appeal and calculated the expropriation compensation of 2,865 thousand of Euro, plus legal interests to be
calculated as from the date of the expropriation order on the amount due net of the amount already deposited
with Cassa Depositi e Prestiti.
The procedure for collecting the amount of 1,808 thousand of Euro is currently underway deposited with the
Ministry of Economy and Finance as a result of the approval issued by the Municipality of Rome, with
director's decision no. 1090 of 23 September 2014 and delivered to Beni Stabili on 22 January 2015.
Litigation against the Municipality of Rome relating to the sale of a property in via Valle dei Fontanili,
Rome
A litigation originally started by Edil Laurenthia 72 S.p.A. (merged in Sviluppi Immobiliari S.p.A. in 2005, in
turn merged in Beni Stabili in 2007) against the Municipality of Rome, relating to the request for payment by
the Company of the balance of the price for the sale in favour of the mentioned Municipality of a serviced
accommodation in Rome, known as “Residence Fabianella”, is pending to date. In 2004, the Court of
Cassation quashed the ruling on appeal that had confirmed the judgement requiring the Municipality of Rome
to pay a total amount of 4,241 thousand of Euro (carrying amount of the expropriated assets) equal to the
difference between the price agreed in the sales document and the price subsequently decreased by the
Municipality of Rome. Therefore, the interpretation of the contractual will of the parties in relation to whether
reference should be made or not to the regulations governing contracts with public authorities was referred to
another section of the Court of Appeal.
In the proceedings following referral of the case before the Court of Appeal, Beni Stabili reiterated its claim
that, in view of the fact that the price stated in the contract of sale (entered into with the Municipality of Rome
in 1990) was agreed conventionally by the municipality under private law, it should have been acknowledged
and paid in full, as provided for in the contract.
Judgement no. 3575/09 of the Court of Appeal deposited in September 2009 established that the price that
had to apply to the sale was not the one agreed by the parties but the one determined by considering the
lease value of the property in accordance with Article 12-24 of Italian Law 392/78. Hence, the Court of Appeal
believed that the intention of the Parties was to make a “fixed” reference to the law provisions mentioned
above in order to calculate the price of the sale and that, as a consequence, this reference would work
despite the subsequent repeal of the law provisions that enacted this method for calculating the purchase
price. Therefore, the judgement refused to recognise the right of the Company to the amount of 4,241
thousand of Euro as the price difference of the sale. In 2010, the Company lodged an appeal against this
ruling before the Court of Cassation.
By judgement deposited on 2 December 2013, the Court of Cassation rejected the appeal. The Company,
266
also according to the opinions expressed by its legal counsels, believes that there are valid reasons of law to
uphold that this judgement of the Court of Cassation is affected by an error of fact, and therefore, resolved
upon proposing an appeal for the cancellation of the decision of the Court of Cassation in order to protect at
best its own claims; appeal that was notified at the beginning of June 2014.
However, subsequently, considering that the Court of Cassation is recently becoming fixed on a rather
restrictive position on the identification of the errors known as “revocatory” (going back to conservative
positions), Beni Stabili deemed it appropriate to fully write down its carrying amount of the expropriated
assets.
Litigations against Fallimento Magazzini Darsena S.p.A., Fallimento Darsena F.M. S.r.l. and Partxco
S.p.A.
As from 2010, the Company started several litigations before the competent trial courts in order to
acknowledge its right to obtain the payment of the rents not paid by Magazzini Darsena S.p.A. and by its subtenant Darsena FM S.r.l., in relation to the shopping mall Darsena City in Ferrara.
Moreover, a claim for arbitration was filed by the Company with the Milan Arbitration Chamber, for
ascertainment of the legitimacy to obtain an adjustment reducing the sale price paid to the seller Magazzini
Darsena S.p.A. for the purchase of the aforementioned Shopping Mall, together with ascertainment of the
obligation of Magazzini Darsena S.p.A., Darsena F.M. S.r.l. and the parent company Partxco S.p.A. (the latter
two as jointly liable) to pay future rents and the penalty already accrued due to failure to deliver a further part
of the Shopping Mall. On 8 July 2013, this arbitration ended with the lodging of the award by the Arbitration
Court, which primarily ordered (i) Partxco to pay 12.5 million of Euro by way of compensation due to nonpayment of rents, (ii) Magazzini Darsena and Partxco to pay 16 million of Euro by way of penalty due to delay
in delivery of the property unit "B" and (iii) Magazzini Darsena, Darsena FM and Partxco to pay 2.5 million of
Euro by way of price adjustment of the property unit "A" (an amount that Beni Stabili has already collected
through the enforcement of the bank guarantee issued by the counterparties for this purpose and mentioned
below). Finally, the counterparties were ordered to refund some legal costs as well as three fourths of the
expenses of the arbitration proceedings.
Moreover, in the meantime, during the course of the mentioned litigations, the bank guarantee of 2.5 million of
Euro handed over by Magazzini Darsena, as a guarantee for the payment for adjusting the sale price, was
enforced. This bank guarantee was collected subsequently as a result of the judgement in favour of Beni
Stabili, delivered in the injunction judgement of the enforcement started by Magazzini Darsena and ended
positively during the claim.
As a result of persistent disclosures of the increasingly difficult situation of the counterparties and in the
absence of proposals from the parties themselves that would allow conclusion of the proceedings, Beni Stabili
and the co-owner of the shopping mall, IGD S.p.A. SIIQ, have also presented, pending the course of the
above mentioned judgements, the claims for declaration of bankruptcy of the companies concerned in order
to obtain, as soon as possible, the availability of the business conducted in the shopping mall, with a view to
its relaunch. These proceedings were then concluded, following the release of the arbitration award, with the
declaration of bankruptcy, on 29 July 2013, of Magazzini Darsena and Darsena FM.
Following the aforementioned declaration of bankruptcy, The Company was then able to reach an agreement
on 29 October 2013, as a partial settlement, with the receiver. By virtue of the mentioned settlement
267
agreement, the property was returned to the Comapny by Magazzini Darsena, the Company acquired the firm
(with the relating marketing authorisations) from Darsena FM for 0.3 million of Euro plus taxes, cancelled the
preliminary agreement for the purchase of the adjacent property called property B and its related contracts,
obtained the final acceptance by Magazzini Darsena of the price reduction of 2.5 million of Euro for the
trading of property A (an amount that Beni Stabili has already collected through the enforcement of the surety
mentioned above). As part of the mentioned transaction, Beni Stabili did not waive all the receivables accrued
until the declaration of bankruptcy and recognised by the judgements passed as a result of the judgements
undertaken with regard to the bankrupt companies that therefore were almost entirely admitted to bankruptcy
proceedings.
On 12 June 2014, the company Partxco S.p.A. filed an appeal to the Court of Appeal of Milan against the
arbitration award issued by the Arbitration Court in July 2013. As a result of this notification, Beni Stabili
lodged a bankruptcy petition with regard to the company Partxco, (in arrangement before bankruptcy).
Recently, the Company became aware of the declaration of bankruptcy also of the mentioned company after
which the arbitration was interrupted. Therefore, the decision of the receiver on whether these proceedings
will be resumed is still pending.
Tax litigations and inspections
The main tax litigations that Beni Stabili S.p.A. SIIQ is involved in are noted below.
In relation to tax inspections, note that, during the previous year, the Tax Authority informed Beni Stabili
S.p.A. SIIQ that it would have started a general tax inspection for the 2011 tax period, which to date has not
yet started.
Notice of settlement concerning acquisition of the investment in Immobiliare Fortezza S.r.l.
In 2009, Beni Stabili S.p.A. SIIQ received a notice of settlement for registration tax, stamp duty and land
registry tax regarding the purchase from Fondo Pensioni per il Personale della Banca Commerciale Italiana
(the Comit Fund), finalised in 2006, of the investment in Immobiliare Fortezza S.r.l., transferee company of
the real estate portfolio of the Comit Fund. In the notice, the Tax Authority requested the payment of a total
amount, for taxes and interest on the date of notice, of 114,961 thousand of Euro; the same notice of
settlement, laying claims of the same amount and for the same reason, was notified to the counterparty Comit
Fund, jointly and severally liable of the Company with regard to the Tax Authority.
The notices of settlement are based on the requalification of transaction for the direct transfer of the real
estate portfolio from the Comit Fund to Beni Stabili S.p.A. and, therefore, on the substantial refusal to
acknowledge the applied facility (through taxation in a fixed proportion, as envisaged by Article 18 of Italian
Legislative Decree no. 124/1993 for pension funds) at the time of transfer of the properties to the transferee
company, resulting in the application of proportional taxes usually due for the sale of the properties.
Both the Company and the Comit Fund appealed to the Provincial Tax Commission of Milan that, by
judgement deposited on February 2010, fully rejected the appeals, confirming the tax authority claims.
Consequently, both the Company and the Comit Fund (following a transitional arrangement intended to
regulate relationships in the course of proceedings and without prejudice to mutual rights of recourse at the
268
end of the proceedings) paid 58,211 thousand of Euro each, 50% of the amounts requested for payment, plus
accrued interest in the course of the proceedings.
In August 2010, the Company and the Comit Fund filed an appeal against the first instance judgement, with
which the claims of the notice of settlement were confirmed, before the Regional Tax Commission of
Lombardy that fully accepted the company’s appeal. Therefore, in April 2012, the Tax Authority refunded the
amounts claimed by the notice of settlement and 50% paid, pending judgement, by the Company and by the
Comit Fund as a result of the unfavourable judgement issued by the judges of the court of first instance.
The judgement issued by the second instance judges in favour of the company (and of the Comit Fund) was
appealed before the Court of Cassation by the government lawyers on behalf of the Tax Authority. In April
2012, the Company (like the Comit Fund) filed a counter-appeal and cross-appeal before the Court of
Cassation to resist the tax claims and obtain the confirmation of the favourable ruling of the court of appeal;
the date for the hearing has still not been set.
The economic importance of the dispute together with the fact of being highly debatable, because of the
strong changes in case law, of the legal issues brought to the attention of the tax courts in the dispute in
question (that caused initially the Company to lose the lawsuit in the first instance, resulting in a provision for
risks of 42,000 thousand of Euro and subsequently win the lawsuit in the second instance, by releasing the
fund for the same amount) lead to continue to consider that it would be unlikely for a final liability to arise as a
result of the judgement, albeit possible.
Notice of assessment concerning disposal of the investment in Telemaco Immobiliare S.p.A.
In 2007, Sviluppi Immobiliari S.p.A. (merged into Beni Stabili S.p.A. SIIQ) received a notice of assessment
with a demand for higher IRAP taxes of 2,710 thousand of Euro plus penalties and interest, for the alleged
failure to pay taxes in 2002 on the capital gains achieved from the disposal of its investment in Telemaco
Immobiliare S.p.A. A claim was made against this notice of assessment with the Provincial Tax Commission
and the Regional Tax Commission of Lazio; both of them confirmed the claims of the Tax Authority. Against
the judgement issued by the second instance judges, supported by reasons with invalid and groundless
allegations, the Company filed an appeal with the Supreme Court of Cassation and the date for the hearing
has still not been set.
In accordance with the specific validity of the legal arguments that made to support the Company's rationale
before the Court of Cassation and the fact that the court may therefore overturn the previous rulings against
the Company, we believe that, including on the basis of the tax opinions received, it would be unlikely for a
liability to arise, with the resulting right to reimbursement of the amounts paid pending judgement (6,178
thousand of Euro, recognised as tax receivables).
Following a general tax audit relating to the 2008 tax period, on 17 December 2013, the Tax Authority served
the notices of assessment with which it made an upward adjustment to the IRES, IRAP and VAT taxes of
3,655 thousand of Euro, plus penalties and interests. The complaints contained in the tax deeds mainly
concern the contested deductibility of interest expense related to mortgage loans for alleged violation of
Article 96 of the TUIR and for the services rendered by the controlling company Foncière des Régions S.A.
269
As described below, the company, in January 2015, signed a settlement before the court procedure with the
Tax Authority, with which it settled the disputes for the services rendered by the parent company Foncière des
Régions S.A. and other minor disputes. Therefore, the dispute continues only for the controversial
deductibility of interest expense related to mortgage loans for alleged violation of Article 96 of the TUIR, with a
tax claim of 2,786 thousand of Euro plus penalties and interests.
The claim of the Tax Authority, also on the basis of tax opinions obtained, is held to be generally illegitimate
and was validly contested by the company in the appeal filed in February 2014; the date for the hearing has
still not been set.
Based on the debatability of the objections raised and on the consistency of defensive reasons of the
Company carried out in the defensive deeds, it would be unlikely – also as a result of the lack of case law
precedents on the specific issue, – for a final liability to arise as a result of the judgement, albeit possible.
Consequently, no provisions have been recorded in this regard.
Notice of IRES and IRAP tax assessment - tax period 2007 and 2008
In January 2015, the company defined, by means of the settlement before the court, the litigation established
as a result of the notice of assessment received for the contested deductibility, for IRES and IRAP purposes,
of the costs for the services rendered by the parent company Foncière des Régions S.A. for the 2007 tax
period.
As part of the agreement for the settlement before the court related to the 2007 tax period, the company was
able to partially settle also the litigation established for the 2008 tax period, with reference to the findings for
the deductibility of the services rendered by the parent company Foncière des Régions S.A. and of other
minor litigations on IRES, IRAP and VAT. The agreement reached is met with the provisions set aside in time
for potential tax liabilities.
The litigations at issue will be settled as a result of the specific decree of partial or total settlement of the
judgements in progress, which will be adopted by the competent Provincial Tax Commission of Rome, it being
understood that, as said previously, for the 2008 tax period the litigation will continue in relation to the only
litigation related to the non-deductibility of interest expenses on mortgage loans for alleged violation of Article
96 of the TUIR, for which reference is made to what is described below.
On 21 May 2014, the Tax Authority, acknowledging the findings proposed in the Report on Findings of the
verification concerning exclusively the correct deductibility of interest expense for IRES purposes pursuant to
Article 96 TUIR for the 2009 tax period, served the notice of assessment with which it requested the payment
of an upward adjustment to the IRES tax of 1,821 thousand of Euro, plus penalties and interests.
On 18 July 2014, a claim was filed before the relevant Provincial Tax Commission of Rome; the date for the
As for the 2008 tax period, this claim is considered, also on the basis of tax opinions obtained, baseless as
well, and was validly contested in the filed appeal, consequently it was unlikely for a potential liability to arise,
albeit possible, and therefore, has not given rise to any provision in these financial statements.
Notice of IRES tax assessment - tax periods 2002/2003
270
In 2005, two notices of assessment were notified, following the tax inspection undergone for the 2002 and
2003 tax periods, with a claim for upward adjustment to taxes of 284 thousand of Euro and 1,561 thousand
of Euro, respectively. For the 2002 tax period, in May 2014, the hearing took place at the Regional Tax
Commission of Rome, which accepted the reasons of the Company; the terms for a possible appeal before
the Court of Cassation by the Office are still pending.
Whereas, with regard to the 2003 tax period, after two judgements favourable to the Company, the
judgement is still pending before the Supreme Court of Cassation; the date for the hearing has still not been
set.
On the basis of the grounds for resistance presented in the previous judgements, we believe that, also based
on tax opinions obtained, it is reasonable to consider that the reasons of the Company would continue to be
accepted.
Notice of IRES and IRAP tax assessment - tax period 2004
Following a general tax audit relating to the 2004 tax period, the Tax Authority served a notice of findings
during 2009 with which it made an upward adjustment to the IRES and IRAP due from the Company, with a
demand for total higher taxes of 1,162 thousand of Euro, plus penalties and interest. The claims made in the
demand mainly concern recalculation of the capital gains realised following the transfer of a property to a real
estate fund.
On 5 May 2014, Beni Stabili S.p.A. SIIQ, as a result of the appeal of the Office against the judgement issued
by the first instance judges that had fully accepted the reasons of the Company, appeared before the
Provincial Tax Commission of Lazio, which confirmed the decision of the judges of the court of first instance
during the hearing of 11 November 2014. The terms for a possible appeal before the Supreme Court of
Cassation by the Tax Authority are still pending.
Therefore, the company is preparing the demand for compensation of the amounts paid pending judgement
(722 thousand of Euro, recognised as tax receivables).
Notice of settlement concerning acquisition of the investment in Montenero S.r.l.
In 2009, the Milan Tax Authority served Beni Stabili S.p.A. SIIQ (as the incorporating company of Sport
Garden '90 S.r.l.) with a notice of settlement of registration tax on the acquisition of the global investment in
Montenero S.r.l., a company established by the seller following the transfer of the Montenero di Bisaccia
shopping mall business unit. The Tax Authority saw fit to requalify the transaction described into a single
contract for the direct transfer of the business unit, with the subsequent demand for payment of
"supplementary" registration tax of roughly 400 thousand of Euro, plus interest and penalties. In June 2012,
Beni Stabili S.p.A. SIIQ, as a result of the appeal of the office against the judgement issued by the second
instance judges, which had fully accepted the reasons of the Company, appeared before the Supreme Court
of Cassation; the date for the hearing has still not been set.
Following a general tax inspection relating to the 2005 tax period, the Tax Authority, during 2010, served a
notice of assessment with which it contested the use of prior tax losses, making an upward adjustment to
taxes 341 thousand of Euro, plus penalties and interest.
271
In April 2014, Beni Stabili S.p.A. SIIQ, as a result of the appeal of the Office against the judgement issued by
the first instance judges that had fully accepted the reasons of the Company, appeared before the Provincial
Tax Commission of Lazio; the hearing will be discussed next February 2015.
Tax-assessment notice concerning the disputed offsetting of a VAT tax receivable
In 2012, Beni Stabili S.p.A. SIIQ, received a tax-assessment notice by which the Tax Authority rejected the
validity of offsetting the VAT receivable amounting to 149 thousand of Euro, deriving from merged
Companies and used within the VAT procedure of the Beni Stabili group, applying penalties and interest. In
July 2012, a claim was filed before the relevant Provincial Tax Commission of Rome and the date for the
9
COMMITMENTS
With reference to the urban development costs relating to the Garibaldi complex development project, note
that, in order to issue the building permit, towards the end of 2011 the Municipality of Milan quantified the
primary and second urban development costs and standard monetisation as a total of 24,343 thousand of
Euro. Agreements between the Municipality and the owners envisage that this commitment will be paid by
Beni Stabili S.p.A. SIIQ, in addition to cash payments, also by disposal (completed in 2014) of the area in Via
Elio Vittorini, Milan, after the demolition of the building standing on that area and the construction of a public
park on the same area. In this context note also the settlement agreement reached with Ferrovie dello Stato
Italiane S.p.A. (vendor of the Garibaldi property complex), according to which that company paid part of the
aforementioned costs, i.e. 6,000 thousand of Euro. After the sale of the areas above, the obligations with
regard to the Municipality were substantially fulfilled. Any final adjustment will be carried out in the coming
months.
All the guarantees issued by the Company in favour of subsidiaries, mentioned in the notes to the 2013
financial statements, were settled with the early repayment of the secured liabilities. As at 31 December
2014, there are no guarantees given to third parties in favour of subsidiaries.
10
TRANSACTIONS WITH SUBSIDIARIES, THE PARENT COMPANY AND RELATED PARTIES
Relations between Beni Stabili S.p.A. SIIQ and its direct or indirect subsidiaries are primarily of a financial
nature and take the form of running accounts. These current account relations were interest bearing and
subject to the 3-month Euribor plus a spread of 4 percentage points.
272
In addition to current account relations, Beni Stabili S.p.A. SIIQ granted a number of loans to direct and
indirect subsidiaries, as described below:

a loan granted to B.S. Immobiliare 5 S.r.l. (for the original amount of 21,000 thousand of Euro),
(including accrued interests) as at 31 December 2014;

Sviluppo Ripamonti S.r.l.: i) a loan (for a maximum original amount of 21,500 thousand of Euro),
(including accrued interests) as at 31 December 2014; ii) a second loan (for a maximum amount of
76,300 thousand of Euro), interest-bearing at the 3-month Euribor, plus a spread, with the annual
capitalisation of interest and the related aggregate payment on maturity of the loan, amounting to
22,513 thousand of Euro (including accrued interests) as at 31 December 2014; iii) a third loan (for a
maximum amount of 65,000 thousand of Euro), interest-bearing at the 3-month Euribor, plus a
spread, with the annual capitalisation of interest and the related aggregate payment on maturity of the
loan, amounting to 68,342 thousand of Euro (including accrued interests) as at 31 December 2014;

a loan granted to Beni Stabili Retail S.r.l. for a maximum amount of 56,000 thousand of Euro, to be
disbursed in one or more tranches and interest-bearing (capitalised as at 31 December every year) at
a fixed rate, with repayment of each tranche disbursed in aggregate no later than 7 years from the
date of each disbursement, amounting to 949 thousand of Euro (including accrued interests) as at 31
December 2014. Note that in December 2014 Beni Stabili Retail S.r.l. made the partial repayment of
In addition to the above, during 2014, the subsidiary B.S. 7 S.p.A. repaid in full the loan granted to it by Beni
Stabili S.p.A. SIIQ (that as at 31 December 2013 amounted to 6,618 thousand of Euro).
Beni Stabili S.p.A. SIIQ and some of its subsidiaries are also engaged in trade relations referred to staff
secondment, property leases and property, legal, administrative and financial services. The above
transactions are conducted on an arm's length basis.
Specifically, with reference to property leases, note that as at 31 December 2014 the following contracts
were in place between Beni Stabili S.p.A. SIIQ and a number of its subsidiaries and associates:
-
with R.G.D. Gestioni S.r.l.: i) a lease contract on property units in the "Il Ducale" shopping
mall in Beinasco (Turin) expiring 31 December 2017; ii) a lease contract on property units in
the "Le Fornaci" shopping mall in Vigevano (Pavia) expiring 31 December 2018. Both
contracts provided for a rent that varies according to the turnover achieved from subleasing
the property units and related businesses to third parties;
-
273
-
-
with Beni Stabili Gestioni S.p.A. – SGR (merged in Investire Immobiliare S.p.A. SGR
effective as from 1 January 2015) a sublease contract on a number of property units in via
Piemonte 38, Rome. This contract expires on 31 March 2016 and envisages a rent accrued
for 2014 of 569 thousand of Euro (to be revalued each year);
-
with Real Estate Solution & Technology S.r.l. (company 20% owned by Beni Stabili S.p.A.
SIIQ) a sublease contract on a number of property units in via Piemonte 38, Rome. This
contract expires on 30 October 2017 and envisages an rent accrued for 2014 of 25 thousand
of Euro (to be revalued each year);
-
with Beni Stabili Property Service S.p.A. (company 37% owned by Beni Stabili S.p.A. SIIQ) a
sublease contract on a number of property units in via Piemonte 38, Rome. This contract
expires on 31 January 2016 and envisages an annual rent accrued for 2014 of 257 thousand
of Euro (to be revalued each year).
In addition to the above, the company Beni Stabili Property Service S.p.A. provides in favour of the Company
property management services (including the subcontract for property management services to Imser 60
SIINQ S.p.A.) whose consideration for 2014 was 2,919 thousand of Euro (2,938 thousand of Euro for the
year 2013).
Relations with subsidiaries during the year are described above in Notes 7.1.8, 7.2.3, 7.5.2, 7.6.1, 7.6.2,
7.6.3, 7.6.4 and 7.6.7, and in the related Annexes 3, 4, 5, 6, 7, 8, 9 and 10 where details of intercompany
receivables, payables, costs and revenues are provided.
Note the following regarding relations with the Parent Company Foncière des Régions:

Foncière des Régions S.A. provided Beni Stabili S.p.A. SIINQ with sundry consultancy services whose
cost for the 2014 financial year was 540 thousand of Euro (364 thousand of Euro for the 2013 financial
year);

the Controlling Company is in charge of an existing cash pooling contract. Note that as at 31
December 2014 this contract has never been activated;

Foncière des Régions S.A. decided on a free-share grant to certain employees of the Company.
Specifically, on 31 December 2014, a total of 20,700 free shares of Foncière des Régions S.A. are
assigned to Company staff (in service as at that date), which will be made available - subject to
continued service - in various tranches in the 2015-2018 period. It should be specified that for the
plans started in 2012, 2013 and 2014 (totalling 17,450 free shares), the Company will pay (in annual
274
tranches of equal amount for each plan) Foncière des Régions S.A. a consideration equal to their fair
value on the date of assignment to the beneficiaries. For this reason, the total cost recognised to the
income statement for these free share plans, of 213 thousand of Euro was recognised against equity
of 29 thousand of Euro and against a payable to the parent company of 184 thousand of Euro.
In addition Beni Stabili S.p.A. SIIQ is subject to management and control of the parent company Foncière
des Régions (FdR), with registered office in Metz (France) and share capital as at 31 December 2013 of
188,049 thousand of Euro. Annexe 11 contains the pertinent data from the most recent financial statements
approved by FdR. For a more complete overview of the financial position of Foncière des Régions and the
Foncière des Régions Group as at 31 December 2013, and to the results achieved by the company and the
Group as at that date, please refer to the separate and consolidated financial statements of Foncière des
Régions and the related reports by control bodies.
With reference to relations with other related parties, note that:
i.
in May 2014, Beni Stabili S.p.A. SIIQ signed with Luxottica Group S.p.A. a lease contract of the
property of Milan – Piazza S. Nicolao, with a 7-year and 5 month term (renewable for another 6
years) and annual rent in force of 5,400 thousand of Euro. The transaction is considered as a
"related party transaction" of greater importance, in accordance with the "Guidelines for the
Regulation of Related Party Transactions" adopted by the Company. The counterparty of the
transaction (Luxottica Group S.p.A.) is actually a company indirectly controlled by Leonardo Del
Vecchio, Board Director of Beni Stabili S.p.A. SIIQ and Deputy Chairman of Foncière des Régions
S.A. The draft contract was submitted to the Board of Directors of the Company, during the meeting
held on 15 April 2014, which considered it in line with the market and, in that an "ordinary"
transaction, the Company made use of the relevant case of exclusion from the full application of the
company Procedure;
ii.
In January 2014, Beni Stabili S.p.A. SIIQ signed with Partimmo S.r.l. (company indirectly controlled
by Leonardo Del Vecchio) two lease contracts covering some portions of the property in Milan –
Piazza San Fedele, with a 4- and 6-year term and an annual rent of 630 and 55 thousand of Euro,
respectively. The signing of these contracts, because of their value, can be classified as an ordinary
transaction "of lesser significance" as part of the hierarchy of importance defined in the company
procedure on related party transactions;
iii.
in December 2014, Beni Stabili S.p.A. SIIQ sold to Partimmo S.r.l. the portion for residential use of
the building Piazza San Fedele, Milan, for a consideration of 13,000 thousand of Euro. This sale
occurred for a valued in line with the market. In that an “ordinary” transaction as well as “of lesser
significance”, the Company made use of the exclusion clause from the full application of the
Please see Annexe 12 for details of remuneration paid to directors, auditors and strategic executives.
11.
REMUNERATION OF INDEPENDENT AUDITORS
The separate financial statements of Beni Stabili S.p.A. SIIQ were audited by Mazars S.p.A.
275
In compliance with the provisions of Article 149-duodecies of Consob’s Issuers’ Regulation, a statement is
provided below to summarise remuneration due for the year for audit services provided to the company by
Mazars S.p.A. and by its network partners.
T ype o f s e rv ic e s
E nt it y pro v iding t he s e rv ic e
A udit
M azars S.p.A .
Co mfo rt letter o n the requirements fo r co ntinuing o peratio ns under the SIIQ regime
M azars S.p.A .
T o tal
3 1.12 .2 0 14
247
5
252
In addition to what is stated in the table above, during 2014, Beni Stabili S.p.A. SIIQ entrusted Mazars S.p.A.
with the tasks of issuing the fairness opinion on the share exchange ratio with regard to the two bonds
issued during the year, for total remunerations (including refund of expenses) of 107 thousand of Euro. In
accordance with the accounting standards, the above costs were recognised as a decrease in the fair value
(on the issue date) of the two bonds (in accordance with the amortised cost method).
Furthermore, Beni Stabili S.p.A. SIIQ entrusted Mazars S.p.A. with the task of performing agreed audit
activities with a view to issuing a required comfort opinion as part of the procedure of paid share capital
increase, for total remunerations (including refund of expenses) of 66 thousand of Euro, which in accordance
with the IAS/IFRS principles were directly recognised as a decrease in Equity..
276
Annexes
Annexe 1 to the Notes to the Financial Statements as at 31.12.2014
Declaration pursuant to the provisions of Article 154-bis of Italian Legislative Decree no. 58
of 24 February 1998 and Article 81-ter of Consob Regulation no. 11971 of 14 May 1999 and
subsequent amendments and additions
The undersigned, Aldo Mazzocco and Luca Lucaroni, as Chief Executive Officer and Manager
responsible for drafting the company’s accounting documents of Beni Stabili S.p.A. SIIQ, in
accordance with provisions of Article 154-bis, paragraphs 3 and 4, Italian Legislative Decree No.
58 of 24 February 1998, do confirm:
 the adequacy with regard to the characteristics of Beni Stabili S.p.A. SIIQ and
 the effective application
of administrative and accounting procedures for preparing the 2014 Financial Statements.
Furthermore, they certify that:
(1) the Financial Statements:
a) have been prepared in compliance with international accounting standards endorsed by the
European Union pursuant to European Parliament and Council Regulation no.
1606/2002/EC of 19 July 2002;
b) are consistent with the books and accounting entries;
c) provide a true and fair view of the equity, economic and financial position of the Beni Stabili
S.p.A. SIIQ;
(2) the Management Report includes a reliable analysis of the trend in and results of operations,
as well as the position of the Company, together with a description of the main risks and
uncertainties the Company is exposed to.
February 10, 2015
The Chief Executive Officer
The Manager responsible for preparing
[signature]
the Company’s accounting documents
(Aldo Mazzocco)
[signature]
(Luca Lucaroni)
278
(€/000)
Details of investments
Company name
Registered office
% investment
Carrying amount as at
31.12.2014
Share Capital
Subsidiaries
RGD Ferrara 2013 S.r.l.
Roma - Via Piemonte n. 38
50%
100
50
Milano - Via Carlo Ottavio Cornaggia n. 10
100%
2.000
889.914
100%
10
45
100%
10
25
100%
10
38
100%
10
2.334
B.S. 7 S.p.A.
Roma - Via Piemonte n. 38
100%
520
74.104
100%
120
31.646
100%
1.000
113.100
100%
120
278
Total Subsidiaries
1.111.534
Associetes
Real Estate Solution & Technology S.r.l.
Roma - Via Proba Pretonia n. 40
30%
10
Beni Stabili Hotel S.à r.l.
Rue Aldringen n. 19 - L-1118 Lussemburgo
20%
3.000
3
-
Total Associates
3
Other companies
Nomisma - Società di Studi Economici S.p.A.
Bologna - Strada Maggiore n. 44
4,09%
6.606
196
Mittel S.p.A.
Milano - Piazza Armando Diaz n. 7
0,41%
87.907
1.339
Le Fornaci società consortile a r.l.
Beinasco (TO) - Strada Torino 36
17,18%
29
Consorzio Census
Roma - Via Tiburtina n. 1236
2,98%
255
RSE Projekt Management AG
Berlino - AM Borsigturm, 11 - Germania
10,00%
25.565
Total Other companies
3
1.538
Total investments
1.113.075
279
(€/000)
Company name
Financial receivables:
current accounts balance
4.228
Financial receivables:
loans
Trade receivables from
leases and services
provided
Receivables from tax
consolidation
22.783
11.653
5
129.217
43
Balance as at
31.12.2014
Other receivables
-
-
-
-
27.011
11.658
-
129.260
B.S. Attività Commeciali 1 S.r.l.
29
2.542
1
-
2.572
126
1.798
12
-
1.936
3
5
-
Beni Stabili Gestioni S.p.A. - SGR
4
-
4
-
B.S. 7 S.p.A.
60
4.250
35
5
-
219
38
-
242
45
-
-
45
8
-
-
109.481
1.453
Total
8
109.473
4.310
40
499
1.453
-
-
-
366
-
35
-
401
-
1.392
-
-
1.392
5.941
4.298
242
290.070
147.333
132.256
280
(€/000)
Company name
Current account balance
25.734
Payables deriving from tax
consolidation
Trade relations
277
282
26.293
4
20
16
-
-
-
39
39
-
623
46
669
428
-
34
462
-
-
2
2
-
-
70
70
294
B.S. 7 S.p.A.
144
-
56.103
-
-
-
Total
1
82.425
281
-
1
438
56.103
78
78
1
5
6
902
854
84.181
Annexe5 to the Notes to the Financial Statements as at 31.12.2014
(€/000)
Property revenues and costs
Company name
Costs for sevices
Total as at 31.12.2014
2.072
-
2.072
568
-
568
1.071
-
1.071
3.129
-
3.129
Total
6.840
Rental revenues
282
0
6.840
Annexe 6 to the Notes to the Financial Statement as at 31/12/2014
(€/000)
Intercompany service revenues
Company name
20
20
5
70
100
B.S. 7 S.p.A.
60
90
5
75
40
5
20
Beni Stabili Real Advisory S.r.l.
45
1.632
IM.SER S.r.l. in liquidazione
4
70
20
Total revenues
2.281
283
(€/000)
Intercompany service costs
Secondment of
staff
Company name
(207)
TOTAL
(207)
284
Annexe 8 to the Notes to the Financial Statament as at 31.12.2014
(€/000)
Intercompany revenues from chargebacks
Company name
Secondment of staff
Remuneration of
directors
557
53
-
2
2
-
25
25
-
30
30
Total due from subsidiaries
557
110
667
285
610
Annexe 9 to the Notes to the Finacial Statement as at 31.12.2014
(€/000)
Financial income from subsidiaries
Financial income from current accounts
and from loans
Company name
B.S. 7 S.p.A.
624
2.506
1.382
12
303
4
3.033
361
58
6
1
1
5.620
13.911
Total
286
Annexe 10 to the Notes to the Financial Statement as at 31.12.2014
(€/000)
Financial charges from subsidiaries
Financial charges from running current
transactions
Company name
(59)
B.S. 7 S.p.A.
(616)
(2)
(36)
(17)
TOTAL
(730)
287
(€/000)
Summary of Financial Statements data of Foncière des Régions as at 31.12.2013, drawn up in compliance with French
accounting standards
31.12.2013
ASSETS
TOTAL FIXED ASSETS
4.901.615
TOTAL CURRENT ASSETS
344.234
TOTAL ASSETS
5.245.849
EQUITY AND LIABILITIES
2.901.124
EQUITY
61.384
TOTAL PROVISION FOR RISKS AND CHARGES
2.283.341
TOTAL DEBTS
5.245.849
TOTAL EQUITY AND TOTAL LIABILITIES
INCOME STATEMENT
OPERATING REVENUES
96.261
OPERATING COSTS
(95.382)
FINANCIAL INCOME (CHARGES)
182.554
EXTRAORDINARY INCOME (CHARGES)
(2.071)
TAXATION OF THE PERIOD
(790)
PROFIT / (LOSS) FOR THE YEAR
180.572
288
(€/000)
Remuneration of Directors, Statutory Auditors and Executives with strategic responsibilities
Surname and first name
Position
Term of office
Remuneration as Director (*)
Remuneration as member of
other committees
Non-cash benefits
Bonus and other incentives
Remuneration from
subsidiaries
Directors
LAGHI ENRICO
MAZZOCCO ALDO
DEL VECCHIO LEONARDO
KULLMANN CHRISTOPHE
LAURENT JEAN
MARAZZI GIACOMO
DEBRUS FRANCOIS PASCALE JACQUELINE
VITALINI CLARA PIERFRANCA
BRUNO TOLOMEI FRIGERIO ISABELLA
Chairman
Director
Director
Director
Director
Director
Director
Director
01/01/14 - 31/12/14
01/01/14 - 31/12/14
01/01/14 - 31/12/14
01/01/14 - 31/12/14
01/01/14 - 31/12/14
01/01/14 - 31/12/14
01/01/14 - 31/12/14
01/01/14 - 31/12/14
01/01/14 - 31/12/14
Total Directors' remuneration
100
604
50
50
50
50
50
50
50
24
6
6
6
28
200
24
6
12
1.054
84
28
-
200
Statutory Auditors ( ** )
BORTOLOMIOL MARCELLINO
ACCIARI LUCIANO
VENEGONI FABIO
Chairman
Auditor
Auditor
01/01/14 - 31/12/14
01/01/14 - 31/12/14
01/01/14 - 31/12/14
Total Statutory Auditors' remuneration
60
45
45
67
150
-
-
-
( * ) The remuneration does not include any welfare contributio
( ** ) Their mandate expires in correspondance whit the approval of the Financial Statements as at 31.12.20
With reference to the "remuneration" of the Chief Executive Officer for the year 2014, note that this includes: i) as a member of the Board of Diretors (50 thousand of Euro); ii) as Chief Executive Officer (284 thousand of
Euro), plus a "loyalty and performance bonus" of the minimum guaranteed of 270 thousand of Euro (payable in 2015).
Note that for the year 2014 no. 2 executives with strategic responsibilities - identified at the Beni Stabili S.p.A. SIIQ Board of Directors' Meeting of 08 November 2010 - were paid a total gross remuneration of 572 thousand of
Euro plus accrued non-cash benefits totalling 11 thousand of Euro.
For further details please refer to the Report on remunerations for the Company published pursuant to Art. 123-ter of the T.U.F. on the company's web site.
289
67
Annexe 13 to the Notes to Financial Statements as at 31.12.2014
Declaration pursuant to Article 37 of Consob resolution no. 16191/2007
Pursuant to Article 2.6.2 of the Regulation of Markets organized and managed by Borsa Italiana S.p.A., it is
hereby confirmed that Beni Stabili S.p.A. SIIQ, subject to management and coordination of the parent
company Foncière des Régions S.A., complies with the terms and conditions for listing in accordance with
Article 37 of Consob Resolution no. 16191/2007, as amended.
10 February 2015
For the Board of Directors
Chief Executive Officier
(Aldo Mazzocco)
290
Statutory Auditors’ Report
REPORT OF THE BOARD OF STATUTORY AUDITORS TO THE
SHAREHOLDERS’ MEETING OF BENI STABILI S.P.A. SIIQ PURSUANT TO
ARTICLE 153 OF ITALIAN LEGISLATIVE DECREE NO. 58/1998, ITALIAN
LEGISLATIVE DECREE 39/2010 AND ARTICLE 2429(3) OF THE ITALIAN
CIVIL CODE.
Dear Shareholders,
During the year ending 31 December 2014, we carried out the supervisory activities
required by law, in accordance with the code of good practice for the Board of Statutory
Auditors suggested and recommended by the Italian National Association of
Professional Accountants.
We report the following on activities completed during the year, also in accordance with
Consob recommendations with Communication no. 1025564 of 6 April 2001 as
amended and supplemented:
1) We supervised compliance with the law and Articles of Association and at regular
intervals, as prescribed by Article 20(11) of the Articles of Association, and
obtained information from the Directors on the work carried out and transactions
carried out by the Company and its subsidiaries that had a significant impact on
assets, finances, and operating result. We can reasonably state, in this regard, that
such transactions complied with the law and the Articles of Association were not
imprudent, risky or in conflict with resolutions approved by the corporate bodies, or
of a kind that could have put the Company's capital at risk. Moreover, according to
the information provided by the Directors to the Board of Statutory Auditors in
accordance with the law, the Directors did not carry out any transaction that could
have created a conflict of interest with the Company.
2) We consider the information provided by the Board of Directors in their
management report in relation to atypical and/or unusual intercompany transactions
and with related parties to be adequate. In addition, we assessed the information
provided by the Board of Directors in the notes to the financial statements on
ordinary intercompany and related party transactions and we consider that these
transactions are consistent with and in the interests of the Company.
3) The independent auditors produced reports pursuant to Articles 14 and 16 of Italian
Legislative Decree No. 39 of 27 January 2010 for the financial statements and
Group’s consolidated financial statements for the year ending 31 December 2014,
respectively, prepared in compliance with International Financial Reporting
Standards - IFRS adopted by the European Union. According to their reports, the
documents “have been prepared clearly and provide a truthful and fair view of the
Company’s assets, finances and operating result, changes in equity and cash-flows
for the year ending on that date" and that "the management report is consistent with
the financial statements”.
4) During the year, no complaints were received pursuant to Article 2408 of the Italian
Civil Code.
5) During the year, no petitions were filed against the Company pursuant to Article
2409 of the Italian Civil Code.
6) The auditors Mazars S.p.A. (Mazars) were appointed by the shareholders’ Meeting
of 22 April 2008 to audit the accounts, financial statements and consolidated
financial statements. For 2014, they received € 247,000 from Beni Stabili S.p.A.
SIIQ for auditing the accounts, financial statements, consolidated financial
statements and for the limited quarterly reviews. Mazars also carried out other
mandatory services for a total fee of € 178,000, mainly due to obligations related to
the issuance of two bonds, as well as with the operation of capital increase. Again
for 2014, Mazars also audited the financial statements, performed limited periodical
reviews for the subsidiaries of Beni Stabili S.p.A. SIIQ and carried out further
services, including mandatory services, for a total fee of € 152,000.
The total fees for services provided by Mazars in relation to 2014 were therefore
approximately € 577,000.
We also verified that no services were provided or fees paid to Mazars network
partners other than Mazars themselves.
Mazars was not asked to perform work not permitted by applicable law.
7) Taking into account the statement of independence provided by Mazars pursuant to
art. 17(9), letter a) of Italian Legislative Decree 39/2010 and the tasks assigned by
Beni Stabili S.p.A. SIIQ and other Group companies as detailed above, the Board of
Statutory Auditors does not believe there are reasons to doubt the independence of
the auditors.
8) In the performance of its supervisory duties, the Board of Statutory Auditors met 7
times, attended 11 meetings of the Board of Directors and 4 meetings of the Control
and Risk Committee.
9) To the extent of our responsibilities, we assessed and supervised compliance with
correct corporate governance principles by obtaining information from the
department managers concerned and through meetings with the independent
auditors, in order to ensure a reciprocal exchange of relevant data and information.
10) Again, to the extent of our responsibilities, we assessed and supervised the
adequacy of the Company’s organisational structure by obtaining information from
the department managers concerned, in order to ensure a reciprocal exchange of
relevant data and information.
11) We assessed and supervised the adequacy of the internal control system and met
with the Company’s internal control manager at every meeting we held, exploring
proposals for corrective actions, receiving related status reports at least every three
months and in particular examining comments on compliance-related aspects. No
anomalies emerged from the work completed that could imply inadequacy or critical
issues in the accounts administration system.
12) We assessed and supervised the accounts administration system and its reliability in
providing an accurate picture of Company operations, by:
(i)
examining reports of the Manager Responsible for drafting the Company’s
accounting documents concerning the administration and accounts system,
the internal control system and the Company information produced;
(ii)
obtaining regular, prompt information from department managers;
(iii)
liaising with the boards of statutory auditors of subsidiaries in accordance
with Article 151(1) and (2) of Italian Legislative Decree 58/1998;
(iv)
participating in the work of the Control and Risk Committee;
(v)
receiving suitable updates on work carried out by the Supervisory Body set
up by the Company in compliance with the provisions of Italian Legislative
Decree 231/2001.
No anomalies emerged from the work completed that could be considered indicators
of inadequacy of the accounts administration system.
13) To the extent of our responsibilities, we assessed and supervised the adequacy of
Company instructions provided to subsidiaries pursuant to Article 114(2) of Italian
Legislative Decree 58/1998, by obtaining information from the department
managers concerned and through meetings with the independent auditors and with
the Board of Statutory Auditors of the subsidiary companies, in order to ensure a
reciprocal exchange of relevant data and information.
14) We held meetings with the independent auditors, also pursuant to Article 150(2) of
Italian Legislative Decree 58/98, during which no facts or situations emerged that
require comment in this report.
15) We supervised the manner in which the Company effectively implements the
Corporate Governance Code and the Code of Ethics and Conduct of Beni Stabili
S.p.A. SIIQ; the Board of Directors approved their updated versions respectively on
12 November 2014 and 14 February 2014 in accordance with, respectively, the
Code promoted by Borsa Italiana S.p.A., pursuant to Art. 149, paragraph 1, letter c-
bis of Legislative Decree No. 58/98, and the amendments on crimes against public
administration included in the Italian Legislative Decree 231/2001. We also
expressed our opinion in favour of the checks carried out by the Board of Directors
on the independence of Directors, confirming that individual members of the Board
meet the independence requirements envisaged in the Corporate Governance Code.
16) We reviewed and obtained information on organisational and procedural activities
implemented in accordance with Italian Legislative Decrees 231/2001 and 61/2002
on corporate liability for offences envisaged in these regulations, in the new version
approved by the Board of Directors on 14 February 2014. The Supervisory Body set
up by the Board of Directors reported to the Board of Statutory Auditors on the
work carried out during 2014, with no significant findings indicated.
17) In compliance with "International Accounting Standards - IAS 24" on the
identification of related parties, note that the Directors and Executives with strategic
responsibilities have stated that they have been carried out with Beni Stabili S.p.A.
SIIQ, its subsidiaries, either directly or through third parties or entities associated
with these, pursuant to Article 93 of Italian Legislative Decree 58/1998 the
following transactions mentioned in the notes to the financial statements:
 Lease of the property of Milan – Piazza San Fedele:
in January 2014, Beni Stabili S.p.A. SIIQ signed with Partimmo S.r.l. (company
indirectly controlled by Leonardo Del Vecchio) two lease contracts covering
some portions of the property in Milan – Piazza San Fedele, with a 4- and 6-year
term and an annual rent of 630 and 55 thousand of Euro, respectively. The
signing of these contracts, because of their value, can be classified as an ordinary
transaction "of lesser significance" as part of the hierarchy of importance defined
in the company procedure on related party transactions;
 Lease of the property of Milan – Piazza San Nicolao:
in May 2014, Beni Stabili S.p.A. SIIQ signed with Luxottica Group S.p.A. a
lease contract of the property of Milan – Piazza S. Nicolao, with a 7-year and 5
month term (renewable for another 6 years) and annual rent in force of 5,400
thousand of Euro. The draft contract was submitted to the Board of Directors of
the Company, during the meeting held on 15 April 2014, which considered it in
line with the market and, in that an "ordinary" transaction, the Company made
use of the relevant case of exclusion from the full application of the company
Procedure;
 Sale of the portion of the property of Milan - Piazza San Fedele:
in December 2014, Beni Stabili S.p.A. SIIQ sold to Partimmo S.r.l. the portion
for residential use of the building Piazza San Fedele, Milan, for a consideration
of 13,000 thousand of Euro. This sale occurred for a valued in line with the
market. In that an “ordinary” transaction as well as “of lesser significance”, the
Company made use of the exclusion clause from the full application of the
The “Guidelines for the Regulation of Related Party Transactions”, approved by the
Board of Directors on 8 November 2010, were applied with effect from 1 January
2011 and no significant transactions subject to these procedures have been
recognised, except for the transactions described above and for those other indicated
in the notes to the financial statements
18) As also indicated by the Directors in the Management Report on the financial
statements as at 31 December 2010, as approved by the extraordinary shareholders’
Meeting of 20 December 2010, the Company adopted the new name “Beni Stabili
S.p.A. SIIQ” and, with effect from 1 January 2011, exercised the option of entry to
the special SIIQ regime envisaged by Italian Law no. 296 of 27 December 2006.
19) The Manager Responsible for drafting the Company’s accounting documents has
issued the statement required by Art. 154-bis of Italian Legislative Decree 58/1998
in reference to the financial statements and consolidated financial statements of Beni
Stabili S.p.A. SIIQ.
20) Lastly, the Board of Statutory Auditors notes that the merger in Beni Stabili S.p.A.
SIIQ of the wholly owned subsidiaries IMSER 60 SIINQ S.p.A. and B.S.
Immobiliare 8 S.p.A. SIINQ, was started at the end of 2014. This merger should be
completed by the end of the first half of 2015, according to the operational program
followed by the Company.
21) We are not aware of other facts or elements of relevance or that should be brought to
the attention of the Shareholders’ Meeting.
Therefore, having established the above, based on the auditing activities we carried out
during the year, we can find no reason why the financial statements for the year ending
on 31 December 2014 and the proposals, formulated by the Board of Directors, for,
among other things, the full cover of the loss for the year and for the distribution of
dividends to the Shareholders, should not be approved.
Signed by Marcellino Bortolomiol, Chairman of the Board of Statutory Auditors
Signed by Luciano Acciari, Standing auditor
Signed by Fabio Venegoni, Standing auditor
Rome, 10 March 2015

BENI STABILI GROUP 2014

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