annual report
Annual report 2015-2016 I Retail Estates
1
key figures
Annual report 2015-2016 I Retail Estates
2
5º/
Geographical spread clusters
Risk management
Antwerpen-Noord BRUGGE-NOORD
Eeklo
Sint-Niklaas
GENT-ZUID
Lommel Westerlo
Mechelen-Noord Mechelen-Zuid
Dendermonde
Beringen
LIMBURG
OOST-VLAANDEREN
Roeselare
ANTWERPEN
Lier
Wetteren
WEST-VLAANDEREN
634
Antwerpen-Zuid
HASSELT
Kampenhout
VLAAMS - BRABANT Oudenaarde
BRUSSEL BRUXELLES
Kortrijk-Noord
Genk
LEUVEN-Oost
Zaventem
Tongeren
Halle Wavre Braine-l’Alleud
Barchon Herstal
Rocourt
BRABANT WALLON
Ath
Tournai
Gembloux
HAINAUT MONS
retail properties
Eupen
LIÈGE
Nivelles
LIEGE
Verviers
NAMUR-Nord Aiseau-Presles
Sambreville
Namur-Sud
NAMUR Dinant Marche-en-Famenne
The real estate portfolio of Retail Estates nv consists of retail properties located outside the largest cities of Belgium
LUXEMBOURG
Geographical spread 6.03º/
6.03º/
º 25.82º/
ARLON
Type of building º 25.82º/
º 37.93º/
º 37.93º/
º
62.07º/
º 68.15º/
º
º
º
Individual peripheral retail properties
flemish region
Individual peripheral retail properties
flemish region
Retail clusters and retail parks
walloon region
Retail clusters and retail parks
walloon regio
3
other
other
fair value
1,001
million EUR
Retail Estates invests in acquisitions, investments in project足developments and investments in the optimisation of its real estate portfolio
Annual report 2015-2016 I Retail Estates
Commercial activities of tenants
1.78 0.98 1.22 2.08 2.50 2.78
8.28
27.77
4.22
5.73
7.30
clothing/footwear
garden/animal
Interio/decoration
office/paper
Food
Restaurant/bar
DIY
drugstore
electrical goods
Fitness
toy retailers
vacancy miscellaneous
Household goods 16.69 7.86 10.81
708,879 m2 retail area
growth portfolio Retail Estates nv between 1998 and 2016 1100000 1000000 900000 800000 700000
98.22% stable occupancy rate
600000 500000 400000 300000 200000 100000 0
'98
'99
'00
'01
'02
'03
'04
Area m2
'05
'06
'07
'08
'09
'10
'11
'12
'13
'14
Fair value (in thousands EUR)
'15
'16
4
Annual report 2015-2016 I Retail Estates Annual report 2015-2016 I Retail Estates
O1 Risk management
08
Letter to the shareholders
16
Management report
22
O2
O3
O4
retail estates on the stock exchange
66
Real estate report
76
Financial report
108
permanent document
164
Miscellaneous
186
O5
O6 O7
O8
1 01
Remarkable facts
remarkable facts 2
Annual report 2015-2016 I Retail Estates
O2 Retail clusters Expansion retail cluster at Schoten - Bredabaan. Restructuring and expansion retail property customized to Orchestra.
O1
O3
Retail parks
Solitaire players
Acquisition of 5 retail parks at Antwerpen,
Project development at Genk (Winterslag).
Rocourt, Braine l’Alleud, Eupen and Westerlo. Project customized to Aldi after demolition and Completion new retail park at Beringen.
reconstruction.
3
Risk management Remarkable facts
O1 Key events 1998-2016
Independant Retail Estates becomes an independently managed investment company with fixed capital
Retail Estates on the stock exchange IPO and first listing on Euronext Brussels
1998
1999
Strengthening of the capital 1e public capital increase
4
2002
Value property portfolio Property portfolio reached the cape of EUR 250 million
2003
Strengthening of the capital 2e public capital increase
2008
Annual report 2015-2016 I Retail Estates
Retail Estates on the stock exchange Market capitalisation more than EUR 250 million Optional stock dividend offered to the shareholders for the first time
2011
Value property portfolio Property portfolio exceeds EUR 500 million
2012
Value property portfolio Property portfolio reaches the cape of EUR 1 billion
Diversification by bond bond issue - private placement Amendment of the articles of association Sicaf becomes Belgian Reit
Diversification by bond bond issue private placement
(regulated real estate company)
2013
Strengthening of the capital 3e public capital increase
2014
2015
2016
Strengthening of the capital 4e public capital increase Retail Estates on the stock exchange Market capitalisation exceeds almost EUR 700 million
5
Risk figures Key management
O2 Key figures 2014-2016
The financial year of Retail Estates nv starts on 1 April and ends on 31 March. The key figures below are consolidated figures. REAL ESTATE PORTFOLIO Total retail properties
31/03/16
31/03/15
31/03/14
634
554
548
708,879
611,076
570,870
Estimated fair value in EUR
1,000,799,000
837,121,000
745,916,000
Estimated investment value in EUR
1,025,536,000
857,862,000
764,193,000
95.86
92.48
90.78
98.22%
98.78%
98.17%
474,170,000
381,212,000
356,524,000
49.95%
51.54%
49.10%
Net rental income
61,680,000
52,706,000
47,024,000
Property result
61,386,000
52,334,000
46,761,000
Property charges
-4,504,000
-3,362,000
-3,044,000
Total lettable area in m²
Average rent prices per m² Occupancy rate BALANCE SHEET INFORMATION Shareholders' equity Debt ratio (RREC legislation*, max. 65%) RESULTS
General costs and other operating costs and income
6
-2,841,000
-2,888,000
-2,400,000
Operating result before result on the portfolio
54,041,000
46,084,000
41,316,000
Result on the portfolio
10,557,000
6,610,000
3,496,000
Operating result
64,598,000
52,694,000
44,812,000
Financial result
-21,774,000
-17,128,000
-15,787,000
Net result
42,035,000
35,238,000
28,568,000
Net current result (excl. result on the portfolio)
36,473,000
28,628,000
25,072,000
Annual report 2015-2016 I Retail Estates
INFORMATION PER SHARE
31/03/16
31/03/15
31/03/14
Number of shares
8,866,320
7,559,473
7,290,411
Number of shares entitled to dividend
8,866,320
7,559,473
7,290,411
Net asset value IFRS
53.48
50.43
48.90
Net asset value EPRA
56.66
53.68
52.18
Net asset value (investment value) excl. dividend excl. IAS 39
56.27
53.34
51.70
Gross dividend per share
3.20
3.10
3.00
2.336
2.325
2.25
Gross dividend yield on closing price
4.28%
4.22%
5.36%
Net dividend yield on closing price
3.09%
3.16%
4.02%
78.00
76.64
58.92
Net dividend per share
Closing price on closing date Average share price Evolution of share price during the financial year Over-/undervaluation compared to net asset value IFRS
73.53
64.91
56.35
5.65%
30.01%
1.58%
45.85%
51.97%
20.49%
* The Royal Decree of 13 July 2014 (the “RREC R.D.”) in execution of the Law of 12 May 2014 (the “RREC Law”) on regulated real estate companies (Belgian REITs).
7
Risk management
RISk management 8
1
Annual report 2015-2016 I Retail Estates
O1 Market value of the real estate O2 Developments in the rental market O3 Structural state of the buildings O4 Financial risks O5 Technical risks relating to permits 06 Modification of the traffic infrastructure O7 Risks linked to the acquisition of real estate by share transactions
11 11 12 12 13 14 14
O8 Soil pollution
14
O9 Regulatory risks
15
9
Risk management
Retail cluster Namur-north (Champion) -›
10
Annual report2015-2016 Jaarverslag 2015-2016I Retail I RetailEstates Estates
O1 Market value of the real estate The value of the portfolio is assessed by independent real estate experts on a quarterly basis. A fall in value leads to a decrease in the company’s equity and a rise
macro-economic factors influencing
malls, local shops, hypermarkets
the availability and cost of credit.
and supermarkets and large-
Experience shows that the private
scale peripheral stores, as well as
investor market, which continues to
distance selling through internet
represent over 35 % of investments,
sales. The relative importance of
is less sensitive in this respect.
each of these individual channels
O2
constantly changes. On balance, the peripheral retail business and particularly the store premises of the type Retail Estates nv invests in
“ The peripheral retail business and particularly the store premises of the type Retail Estates nv invests in are part of the successful concepts of the past 25 years “
in value leads to an increase in the
Developments
are part of the successful concepts
company’s equity.
in the rental market
of the past 25 years. Several
The value of the out-of-town retail
It goes without saying that there are
integrated the trumps of distance
properties is mainly determined
various risks in this area. Risks may
selling in their shopping concept,
by the commercial value of the
take the form of vacant properties,
sometimes even in their stores,
property locations. Owing to a
but can also pertain to rentability,
which is good for their market
shortage of sites in good locations,
tenant quality, building ageing, and
position. If the sales channels where
the creditworthiness of tenants
the supply and demand is exerting
the trend in supply and demand
Retail Estates nv invests in would
can change drastically during the
upward pressure, both in the
in the rental market. In the first
become less important, this will
course of the lease agreement, and
market for private investors and
instance, these risks are reflected
inevitably have an adverse impact
the lessor cannot terminate the
among institutional investors.
in the evolutions of letting values.
on the profitability of its tenants and
relationship unilaterally. A decline
Values are generally inflation-proof
In this context, special attention
put the rental value under pressure.
in the turnover of retail trade in one
due to rent indexation, but are
should be given to the evolution
Of course there is also a bad debt
or several sectors may significantly
also interest-sensitive because of
of the relative importance of the
risk, despite precautions taken by
harm the profitability of the tenants.
the high level of debt with which
various sales channels available
the management, which tries to
In such cases, even the customary
many investors work. Institutional
in retail business. They consist of
do everything possible to review
three to six month bank guarantee
investors’ willingness to invest can
traditional channels such as stores
the creditworthiness and reliability
is insufficient to cushion all risks.
suffer sharp temporary falls, due to
in central locations and shopping
of tenants in advance. However,
The legislation on commercial lease
of Retail Estates’ tenants have
11
Risk management
agreements and the law on the continuity of companies provide tenants with extensive, long-term protection. In case of disputes, this legislation is often interpreted
04 Financial risks
on a variable rate basis, Retail Estates nv uses Interest Rate Swaps. If the Euribor interest rate (the interest rate for short-term loans) falls sharply, the market
flexibly by judges, in favour of the
Duration of the loans
tenant. In addition, tenants, contrary
Financing is concluded on a
down. These fluctuations in the
to the lessor, are legally entitled
long-term basis in the form of
fair value of hedging instruments,
to terminate the lease agreement
“bullet loans”, i.e. loans whose
however, concern an unrealised
unilaterally, every three years.
capital must be repaid in a single
and non-cash item insofar as the
instalment after a period of five
products are held to maturity.
to eight years. During the duration
All derivatives are held purely for
of the loan, the public regulated
hedging purposes. No speculative
real estate company (Belgian
instruments are held.
O3 Structural state of the buildings
REIT, hereafter “public RREC”) only
value of these instruments goes
pays the interest. As of 31 March
Developments of interest rates
The management does everything
2016 the average term of its credit
Higher interest rates result in
within its power to anticipate these
agreements is 4.17 years.
increased financial expenses and
risks. To this end, it implements
a decrease in net current result.
a consistent policy on major
Use of financial instruments
repairs that fall under the lessor’s
Changing interest rates may
interest rates, the method used
responsibility. In practice, these
expose the company to the risk
by some banks of demanding a
repairs are mainly limited to the
of increased interest charges.
floor for the Euribor rate (which
renovation of car parks and roofs.
The company implements a
is used as a reference in the
conservative policy, which keeps
financing contracts) of 0%, has
the interest risk to a minimum.
a negative effect on the financial
In the current context of negative
costs. For hedging the interest
12
For covering the interest rate risk
rate risk against rising rates, Retail
on long-term loans negotiated
Estates nv makes use of Interest
Annual report 2015-2016 I Retail Estates
05
Rate Swaps as noted above. Under
conventional covenants that
the interest rate policy conducted
mainly pertain to the retention
by the company, 75.63% of the
of the status of a regulated real
current loans, have been hedged
estate company and a maximum
with a fixed interest rate. In
permissible indebtedness. The
addition, a large part of the loans
company satisfies all the covenants
to be renewed are forward hedged.
laid down by the banks. In addition
The value of out-of-town retail
The average interest rate of the
to this, under Article 24 of the
properties largely depends on
public RREC is 3.64%
RREC R.D., Retail Estates nv will
holding all the urban planning
draw up a budget forecast that
permits and licences required under
Counterparty risk in banking
Technical risks relating to permits
“ The value of the out-of-town retail properties is mainly determined by the commercial value of the property locations. �
will be executed if, at any time,
the trade-premises legislation,
Entering into bank loans and
the consolidated debt ratio, within
depending on the intended purpose
concluding hedging instruments
the meaning of the R.D., exceeds
of the premises.
with financial institutions will create
50 %. The forecast will describe
a counterparty risk for the company
the measures to be taken in order
The management pays the
In such situations, the management
if the financial institutions default.
to prevent the consolidated debt
necessary attention to this issue
tries to limit the risks by maintaining
This risk can be limited by spreading
ratio rising above 65 % of the
when acquiring and developing
and budgeting realistic expectations
these bank loans and hedging
consolidated assets. The evolution
retail premises.
of lease renewals.
instruments across various banking
of the debt ratio will be evaluated
institutions.
on a regular basis, and there will be
Where external circumstances
a preliminary analysis of how every
require a change in retail activity, it is
proposed investment operation
necessary to apply for modifications
Due to its strong track record and
would affect the company’s debt
to previously granted permits.
based on a number of covenants,
ratio.
Covenant risk in banking financial institutions grant loans
Obtaining such modifications is
to Retail Estates nv. Failure to
frequently time-consuming and
fulfil the covenants may result in
hardly transparent, with properties
the premature cancellation of the
lying temporarily vacant even
loans. The loans carry particularly
though tenants have been found.
13
Risk management
06 Modification of the traffic infrastructure
07
08
traffic flow is often slowed down
Risks linked to the acquisition of
Soil pollution
and the surroundings of the retail
real estate by share transactions
etc. Such reconstruction work usually benefits the commercial value of retail premises, as the
Previously, activities of a potentially
premises made safer. However, in By definition, out-of-town retail
exceptional cases, the possibility
A substantial portion of the real
polluting nature had taken place at
properties are mainly accessible
that the accessibility of some retail
estate portfolio has been acquired
a number of locations where the
by means of regional roads.
premises may consequently be
by gaining control of real estate
company owns retail premises. In
For traffic safety reasons, these
limited cannot be excluded.
companies. These companies are
principle, Retail Estates nv is not
roads are regularly resurfaced or
absorbed by Retail Estates nv in
responsible for this sort of pollution
renewed in order to feature new
order to enable the full transfer
which is of a ‘historical nature’.
roundabouts, bicycle lanes, tunnels,
of their assets and liabilities. The
In general tenant activities only
management takes the necessary
entail a limited risk of pollution.
precautions to identify possible
Moreover, this risk falls under
risks prior to the acquisition and
the responsibility of the tenant.
to obtain the required contractual
However, the procedures under
guarantees from the seller/
the current legislation in the three
contributor.
regions are complex and timeconsuming, potentially leading to investigation and research costs. Earth-moving regulations also represent an additional cost, if the soil on the polluted sites needs to be handled during construction works.
14
Annual report 2015-2016 I Retail Estates
09 Regulatory risks
Risk in connection with regulatory developments Changes in the regulation, inter
Letter is calculated less registration
Warehousing Invest nv. Retail
of the RREC-status would have a
taxes or VAT (which would be
Warehousing Invest nv, just like
negative impact on the activities,
applicable in case of a sale of the
Retail Estates nv, is subject, in its
the results, the profitability,
assets) any may differ from the fair
capacity of institutional RREC,
the financial situation and the
value of the real estate as stated
to the provisions of the Law of
prospects of Retail Warehousing
in the balance sheet of the public
3 August 2012 and to the RREC
Invest nv and the group as a whole.
RREC in accordance with IAS 40.
R.D., that define limitations with regard to (among others) the
alia with respect to tax law,
Risks in connection with the public
environment, town planning,
regulated real estate company status
conflicts of interest, and corporate
mobility policy and sustainable
As a public RREC, Retail Estates
governance. Meeting these specific
development and new provisions
nv is exposed to the risk of future
requirements on a permanent basis
regarding letting real estate and the
changes in the legislation on
shall also depend on the ability
prolongation of required permits to
RRECs. In addition, there is also
of Retail Warehousing Invest nv
be held by the company may have
a risk that the public RREC will
to manage its assets successfully,
an impact on its profitability and on
lose its permits as a RREC. In that
and to respect strict internal audit
the fair value of its assets.
case, Retail Estates nv will lose
procedures.
activities, the processing of results,
the privilege of the advantageous
Fiscal legislation
RREC tax regime. Moreover, the
The risks related to this status
The exit tax, due by companies
loss of the RREC-status will lead
are similar to those related to the
whose assets have been acquired
to a break of financial covenants
status of public RREC of Retail
by an RREC in case of (inter alia) a
resulting in an early termination of
Estates nv, with the main risk of
merger is calculated on the basis of
the credit facilty.
losing the benefit of the special
Circular Letter Ci.RH.423/567.729
tax regime of an RREC. In addition,
of the Belgian tax authorities dd. 23
Risks in connection with the institutional
December 2004, the interpretation
regulated real estate company status
mentioned in the relevant credit
or practical application of which
On the date of this annual report,
facilities as an event of default that
may change anytime. The “actual
Retail Estates nv controls one
would result in the early termination
tax value� stated in this Circular
institutional RREC, i.e. Retail
of the credit facility and the loss
the loss of status is generally
15
Letter to the shareholders
letter to the shareholders 16
2
Annual report 2015-2016 I Retail Estates
17
Letter to the shareholders
mine shaft Retailpark BE-MINE BOULEVARD, BERINGEN -›
18
Annual report 2015-2016 I Retail Estates
Dear shareholders, This past financial year, the company enjoyed its strongest growth in the last 18 years. Not only was the capital base again strengthened by the issue of new shares for an amount of EUR 76.21 million, a record amount of EUR 166 million was also invested in expanding the portfolio. With this, the value of the real estate portfolio exceeds the milestone of EUR 1 billion, and the market value of Retail Estates on the stock market regularly lists at a peak of EUR 700 million. These transactions significantly increase the company’s visibility and the prospects of the shareholders.
“ the value of the real estate portfolio exceeds the milestone of EUR 1 billion, and the market value of Retail Estates on the stock market regularly lists at a peak of EUR 700 million. “
During the course of the financial year in which they were achieved, these investments have already translated into an increase of the current result. This growth supports the annual dividend increase that we are able to offer you for the 11th year in a row. Operational good results were again achieved. The occupancy rate The investments of the past year have also contributed qualitatively to the
continues to be above 98% for the 18th year in a row, with no unpleasant
company’s growth. The portfolio was expanded with a record number of
surprises noted in the revenue or expenditure sides. The real estate experts
6 retail parks. This concerns not only 5 existing retail parks with a strong
have recorded an increase in the value of the portfolio. As in the financial
track record, but also a new retail park in Beringen that truly is a “state of
year 2014-2015, these gains were driven mainly by a falling yield and only
the art” complex. Retail parks are sparse, especially in Flanders, and are a
to a limited degree by indexation of rents. Despite the sluggish growth in
perfect complement to the already acquired retail properties.
rental prices, the interest on the part of diverse investors in the real estate segment in which we are specialised, is on the rise. Shortage of supply in
As in the previous years, the financing of the company remains based
prime locations as well as the good occupancy rate boosts the confidence
on steady growth in equity through systematic capital increases and
even for those who are unfamiliar with it.
reservation of profits, but also through the use of bank financing. The cost of bank financing is steadily decreasing, without Retail Estates changing
These results have been achieved through the daily commitment and
its hedging policy. Since no one can give a definitive answer concerning
loyalty of the eighteen employees who each in their domain convert
whether the current low interest rate environment will continue, interest
“win-win” relationships with our tenants into a “win-win” relationship with
rates are now also being hedged significantly.
all stakeholders, including in the first place you as a shareholder.
19
Letter to the shareholders
The commercial management
ever, we need to be listening
of 634 retail properties and the
to our tenants for the signals
follow-up of about 10 companies
they give as consumer, however
ensures that they have their
contradictory they may be. Thus
work cut out. The integration of
we are increasingly leasing retail
the investment wave of the past
properties to shop formats that for
financial year is an achievement for
many years were the darlings of city
which we would like to thank them.
centre locations. During the past year, we leased among others to
The challenges remain unchanged.
H&M, Standaard Boekhandel and
We seek to attract the right
Club, Kruidvat and Hunkemöller.
tenant mix in our buildings and
These retailers are discovering the
to adapt these buildings where
advantages of the easy accessibility
necessary to the changing needs
of our retail properties in the
of today’s consumers. More than
periphery, and they appreciate the
“ The portfolio was expanded with a record number of 6 retail parks. This concerns not only 5 existing retail parks with a strong track record, but also a new retail park in Beringen that truly is a “state of the art” complex. “ 20
Annual report 2015-2016 I Retail Estates
lower accommodation costs. The
important step toward limiting the
entire “out-of-town” phenomenon
proliferation that has characterised
continues to gain momentum since
our sector for decades. However,
the service sector too is beginning
it is too early to predict what the
to find its way to our locations.
regional authorities intend with
Bank branches increasingly are
respect to the activities permitted
concentrated in retail locations
in existing retail properties.”
outside the city centre where they open a large branch to
The proposed dividend for the
replace several smaller branches.
financial year of 2015-2016 which
Temporary employment agencies
we will present at the next general
also appreciate our locations. This
meeting for your approval amounts
should come as no surprise: in
to EUR 3.20 gross (EUR 2.336
the end, all of these players are in
net) and represents an increase
search of the same consumer.
of more than 3% compared to the
“ These results have been achieved through the daily commitment and loyalty of the eighteen employees who each in their domain convert “win-win” relationships with our tenants into a “win-win” relationship with all stakeholders. “
dividend of the previous financial The regionalisation of business
year, which is significantly more
location policy is now a fact. The
than the meager inflation that we
of directors devotes itself to
Walloon and Brussels Capital
have seen during the same period.
achieve a “sustainable growth”
regions have set up their own
Retail Estates thus pays out EUR
that optimally should benefit your
legislative framework. The Flemish
28.37 million of its current profit
investment. We do not invest in a
Region is about to bid farewell
and invests the balance of the
risk free environment, but we do
to the familiar “Ikea Act”. Local
unpaid out profit in the growth of
use our knowledge and experience
authorities and shop owners will
the company.
to reduce the risks. Our customers
need to make considerable efforts
Ternat, 25 May 2016
and consumers who allow retailers
to comply with the new framework.
We hope that you will renew
to achieve their sales, are our
At first sight, the discretionary
your faith in our company after
primarily focus. Not coincidentally,
Paul Borghgraef
Jan De Nys
decision-making power of local
reading our annual report. Along
we choose anew for the slogan “In
Chairman of the
Managing
authorities is restricted, which is an
with our 18 employees our board
retail, we trust.”
board of directors
director
21
Management report
management report 22
3
Annual report 2015-2016 I Retail Estates
Reporting period 2015-2016
O1 S trategy- investment in peripheral retail properties 26 O2 A n investment through the public regulated real estate company
Retail Estates nv
28
O3 S ignificant events in the past financial year (01/04/2015-31/03/2016)
31
O4 C omments on the consolidated financial statements for the financial year
2015-2016
37
Corporate Governance
O5 Corporate Governance declaration 06 Management of the company O7 Other parties involved O8 A cquisition and sale of Retail Estates nv shares
– insider trading
40 51 59
60
O9 I nformation based on Article 34 of the Belgian Royal Decree of 14 November 2007 concerning the obligations of issuers of financial instruments authorised to trade on an official market
60
Data in accordance with EPRA reference system 62
23
Management report
Project development in Genk (Winterslag) -› 24
Annual report 2015-2016 I Retail Estates
Retailparks 2009-2015 2009
2013
> Krüger center - Eeklo
> Crescend’Eau - Verviers
12,344m² store area
21,711m² store area
> Polis Center - Luik (Barchon) 11,871m² winkeloppervlakte
2010
2014 > Frunpark - Wetteren 10,423m² store area
> Ath Shopping Center
> Frunpark - Oudenaarde
5,270m² store area
7,953m² store area
2012
2015
> T-Forum - Tongeren
> Antwerpen (Merksem)
30,930m² store area
16,078m² store area
> V-Mart - Brugge
> Rocourt
14,110m² store area
10,955m² store area
> Charleroi (Aiseau-Presles)
> Braine l’Alleud
8,182m² store area
7,331m² store area
> Gembloux
> Eupen
8,237m² store area
7,533m² store area
> Lommel
> De watertoren - Westerlo
6,938m² store area
11,102m² store area
> Be-MINE Boulevard - Beringen 17,637m² store area 25
Management report
Reporting period 2015-2016 O1
The most important long-term goal for Retail Estates nv is to assemble, manage and extend a portfolio of
Strategy- investment in
peripheral retail properties, which
peripheral retail properties
ensures steady, long-term growth,
G oal – investment in representative
due to its location and the quality and diversification of its tenants.
portfolio peripheral retail properties
The predetermined growth results
Retail Estates nv is a public
both from the value of the asset
regulated real estate company
and the income generated from
(“RREC” – ‘Belgian REIT’) and more
leasing.
specifically a niche company that specialises in investing in out-
In the short term, the above-
of-town retail properties which
mentioned goal is pursued by
are located on the periphery of
continuously monitoring the
residential areas or along main
occupancy level of the portfolio, the
access roads into urban centres.
rental income, and the maintenance
Retail Estates nv buys these
and management costs.
properties from third parties or builds and markets retail buildings
The selective purchase and
for its own account. The buildings
construction of shops at particular
have useful areas ranging between
locations (so-called ‘ retail clusters
500m and 3,000m . A typical retail
and retail parks’) are aimed at
property has an average area of
simplifying the management and
1,000m .
boosting the value of the portfolio.
2
2
2
26
Annual report 2015-2016 I Retail Estates
Retail Estates nv has currently
amounts to 708,879m², while the
identified 40 clusters, in which
occupancy rate measured in rented
it is systematically increasing its
square metres is 98.22%.
investments. These represent 68.15% of its portfolio. The clusters
A total of 6,552m² of retail area has
are spread all over Belgium.
received planning permission and is under development. This will be
Over the past years, Retail
reflected in the calculation of the
Estates nv has concentrated on
occupancy level upon provisional
continuously improving the quality
delivery of the buildings.
“ Over the past years, Retail Estates nv has concentrated on continuously improving the quality of its properties and the expansion of its property portfolio.”
of its properties and the expansion of its property portfolio.
On 31 March 2016, the fair value
value of EUR 18.66 million. Due
number of criteria which serve
of the property portfolio of Retail
to the systematic sale of several
as guidelines when acquiring real
In principle, Retail Estates nv rents
Estates nv and its subsidiaries is
retail properties the value of the
estate:
its properties in a structural (i.e.
estimated by the independent
property portfolio of Immobilière
shell) state, with the furnishings,
property experts at EUR 1,000.80
Distri-Land nv (the issuer of the
Choice of location
fittings and maintenance left to
million (excluding transaction costs
certificates) has been falling for the
Based on the insight that the
the discretion of the tenants. Retail
of 2.50%) and the investment value
last three years in a row. However, on
management has acquired into
Estates nv’s own maintenance
at EUR 1,025.54 million (including
31 March 2016, this value increased
the profitability of its tenants, the
costs are essentially limited to the
transaction costs).
exceptionally by the renewal of the
locations that are selected aim to
leases with Carpetright which were
offer Retail Estates nv’s tenants
and can be planned in advance.
Retail Estates nv has invested a
concluded in 1989 for a term of 27
the best chances of success. In
total of EUR 14.72 million in
years.
this respect, the company seeks to
Most of its tenants are well-known
“Distri-Land” real estate certificates.
retail chains.
It currently holds 85.57% of the
A cquisition criteria
issued “Distri-Land” real estate
Retail Estates nv seeks to optimise
and the demand from retailers.
As of the end of March 2016, Retail
certificates. The issuer of these
its real estate portfolio, in terms of
Moreover, the aim is to develop
Estates nv has 634 premises in its
real estate certificates owns
profitability and potential capital
about forty cluster locations and
portfolio. The retail lettable area
11 retail properties with a fair
gains, by paying attention to a
retail parks.
maintenance of car parks and roofs,
achieve a healthy balance between the supply of retail properties
27
Management report
Rental level and initial profitability
Development and redevelopment of property
sectors known to have valuable
In order to reconcile the profitability
for our own account
retail outlets. In times of economic
expectation of Retail Estates nv
Retail Estates nv has significant
hardship, not all retail sectors are
and its tenants over the long term,
experience in developing new shops
equally affected by a possible fall
special attention is paid to rental
for its tenants for its own account.
in turnover. A good distribution
levels. Experience shows that the
Experience shows that such
over various sectors limits the risks
excessive rents charged by certain
developments offer architecturally
attached to negative economic
project developers produce a
attractive retail properties which
developments.
high level of rotation when sales
generate a higher initial income than
do not rapidly meet the retailers’
shops offered on the investment
expectations.
market. The importance of redeveloping peripheral shopping
G eographical distribution
clusters into large groups of
Retail Estates nv spreads its
modern, connected retail properties
investments over all major centres
is increasing by the year. Such
across Belgium. In practice,
redevelopments generally allow
however, it hardly ever invests in
one to increase the amount of
the Brussels Region, due to the
lettable area and to better align the
extremely low supply of out-of-
premises with the tenant’s needs.
town locations there. As a result, the
Another distinct advantage of
public RREC prefers to concentrate
redevelopments is that parking and
its investments in Flanders and
road infrastructure is improved, and
Wallonia and especially in sub-
retail properties are modernised.
regions with strong purchasing power (mainly the Brussels –
Diversity of tenants
Ghent – Antwerp triangle, and the
Retail Estates nv seeks to have
“green axis” of Brussels – Namur –
as many different retail sectors
Luxembourg).
as possible represented in its list of tenants, with a preference for
28
“ Retail Estates nv has 634 premises in its portfolio. The retail lettable area amounts to 708,879m2 “
Annual report 2015-2016 I Retail Estates
O2 An investment through the public
its strongly diversified real estate portfolio, and the fact that it has been incorporated for an indefinite period of time.
regulated real estate company
Retail Estates nv
Investments in peripheral retail properties have, over the years,
Since 24 October 2014, Retail
become more attractive, owning
Estates nv is a public regulated real
to a stricter permit policy adopted
estate company. In its capacity
by the government, a very limited
of public RREC – and with a
supply of high-quality shop
view to maintaining this status
locations, and the continuously
– the company is subject to the
high level of demand. The
regulations of the RREC legislation,
internationalisation of the retail
which contains restrictions relative
property market, in conjunction
to (among others) the activities, the
with the shift from city centre
debt ratio and the result affectation.
to out-of-town shopping, has
As long as it respects the above-
had a positive influence on the
mentioned rules, the company
peripheral retail property market.
benefits from an exceptional
This influence, as well as the
tax regime. This regime allows
tendency to further institutionalise
Retail Estates nv to pay virtually
the investment market for
no corporate tax on its earnings,
peripheral retail properties, not
thereby ensuring that the result
only explains the rise in rents,
available for distribution is higher
but also the increase in the fair
than for real estate companies
value of this property in the longer
that do not enjoy this status. Retail
term. Moreover, several tenants
Estates nv, as a public RREC, also
of the company incorporated the
has additional assets, such as
benefits of distance selling – by
29
Management report
means of online selling – in their
a website (www.retailestates.
retail concept. This tendency even
com) with relevant shareholder
extends to the points of sale, which
information.
is beneficial for these companies’ market position.
The net asset value (NAV) of the share forms an important
With the share of Retail Estates nv,
indication of its value. The net asset
each shareholder has an investment
value is calculated by dividing the
instrument which can be traded
consolidated shareholders’ equity
freely and cashed in at any time
by the number of shares. The NAV
via Euronext. The shares of Retail
(IFRS) amounts to EUR 53.48 on 31
Estates nv are entirely held by the
March 2016. This is an increase of
public and a number of institutional
6.05% (EUR 50.43 in the previous
investors. On 31 March 2016, 5
year). On 31 March 2016, the stock
shareholders have reported that, in
market price of the share is EUR
accordance with the transparency
78.00, representing a premium of
legislation and Retail Estates nv’s
45.85%.
articles of association, they have stakes exceeding the statutory
The NAV (EPRA) amounts to EUR
threshold of 3% and/or 5% (further
56.66 in the year under review
explanation on page 45 of this
compared to EUR 53.68 in the
annual report).
previous year. This increase is due to the positive variations in the value of
30
In the Euronext pricing lists, which
the real estate investments, and the
are published in the daily press
result of the financial year. Compared
and on the Euronext website,
to the previous financial year, the
shareholders can follow the
number of shares of Retail Estates nv
evolution of their investments at
increased by 1,306,847. Hence, there
all times. The company also has
is no dilution of the NAV per share.
Annual report 2015-2016 I Retail Estates
03
Acquisition retail properties through four real estate companies – R ockspring
strong regional customer base. They
a total surface area of 10,992m²
are located in Bierbeek (Korbeek-
and an expected annual rental
portfolio
Lo, municipality bordering Leuven),
income of EUR 1.64 million. The
Significant events in the past financial year (01/04/201531/03/2016)
With effect on 30 June 2015, 69
Braine l’Alleud, Eupen, Overijse,
main tenants are C&A, JBC, Quick,
retail properties were acquired
Verviers, Waregem and Westerlo
Krëfel and Chaussea.
with an acquisition value of EUR
(Oevel). The two individual retail
129 million, through the acquisition
properties are located in Sint-
of the control of four real estate
Pieters-Leeuw (Ruisbroek). With
10 retail properties with a total
Investments – retail parks
− The retail park in Eupen has
companies. The properties
the exception of three properties in
surface area of 7,532m² and an
Completion framework agreement Orchestra
represent an expected annual
Westerlo that will be rebuilt, all retail
expected annual rental income of
On 20 May 2015, Retail Estates nv
rental income of EUR 7.94 million.
properties have been leased, almost
EUR 0.72 million. Its main tenants
acquired the exclusive control
The real estate portfolio of these
all to chain stores.
are Brantano, C&A, JBC and
of Fimitobel nv, owner of a retail
companies consists of 9 retail parks
property in Aalst. This acquisition
and 2 individual retail properties.
is part of the execution of the
All locations have a proven positive
(Merksem) is located along
framework agreement concluded
track record of more than 25 years,
Bredabaan and consists of 13
(Korbeek-Lo, municipality
with Orchestra-Prémaman Belgium
with the exception of the retail park
retail properties with a total
bordering Leuven) is located
nv on 14 October 2014. The
in Westerlo, which suffered from
surface area of 15,892m², with an
along Tiensesteenweg where a
investment value on the property
the opening of a retail park in its
expected annual rental income
strongly developed peripheral
amounts to EUR 1.91 million. On
immediate vicinity, in Olen. Retail
of EUR 2.14 million. The park’s
shop location has developed
29 January 2016 the last part of
Estates has started restructuring the
tenants include C&A, Shoe
around the Carrefour hypermarkt.
the framework agreement, the
retail park to update the image of
Discount, Vanden Borre and
The retail park contains 6 retail
acquisition of a retail property
the park and eliminate the vacancy.
Carpetright.
properties with a total surface
Veritas. − The retail park in Antwerp
in Aartselaar, was completed.
− The retail park in Bierbeek
area of 5,936m² and an expected − The retail park in Liège (Rocourt)
The acquisition was done via
Two retail parks situated in Antwerp
contribution in kind for an amount
(Merksem) and Liège (Rocourt) are
is part of a larger site that
million. Tenants of the retail park
of EUR 2.85 million.
among the top 5 of best locations
was created around the Cora
include Brantano, Torfs, Blokker
in the city periphery retail market.
hypermarket. 12 retail properties
and Leen Bakker.
The other seven retail parks have a
were acquired at this location with
annual rental income of EUR 0.68
31
Management report
retail properties with a total
Beringen (Mijn Retail nv)
where Retail Estates nv has been
surface area of 4,250m² will be
On 10 April 2014, Retail Estates nv
making investments for a number
modernised before being offered
and be-MINE nv concluded a joint
of years, is among the better
for lease. Its main tenants are
venture for the development of
locations in Walloon Brabant.
C&A, Avance, Shoe Discount, ZEB
a retail park, with a total built-up
The retail park consists of 7 retail
and Primo.
area of 18,000m². On 27 May 2014,
− The retail park at Braine l’Alleud,
the partners established a special
properties representing a total surface area of 7,264m². Expected
− 4 retail properties were acquired in
purpose company “Mijn Retail nv”.
annual rental income is EUR 0.65
Waregem along Gentsesteenweg.
million. Almost all tenants have
The properties have a total
The retail park has been delivered
been present continuously since
surface area of 5,000m² and an
on 31 August 2015 and, all 12 units
the opening of the retail park in
expected annual rental income of
are let and opened to the public.
1990. The most important are
EUR 0.39 million.
The following retailers will rent a unit at the Beringen site: Brico, AVA,
Brantano, C&A, AVA and Maxi Toys. − In Overijse 3 retail properties
− Lastly, 3 retail properties were
Albert Heijn, Chaussea, ZEB, Vanden
acquired in Verviers along
Borre, Maxi Zoo, Bent, Lola&Liza,
Boulevard de Gérardchamps.
H&M and Bel&Bo.
were acquired with a total surface
Total shop area is 4,770m² and
area of 4,381m² and an expected
expected annual rental income is
On 30 September 2015, the interest
annual rental income of EUR 0.58
EUR 0.32 million. Its main tenants
of the minority shareholder in Mijn
million. Its tenants are Aldi, AVA
are Brantano, Maxi Toys and
Retail nv has been acquired for
and Krëfel.
Blokker.
an amount of EUR 11.77 million. The retail properties represent an
− The retail park in Westerlo dates from 1989 and consists of 9 retail properties with a total surface area of 7,189m² and an expected annual rental income of EUR 0.58 million. Three non-leased
32
expected annual rental income of EUR 1.85 million.
Beringen (Mijn Retail nv) > Surface area > Location > Investment >A nnual rental income
17,637m2 Limburg € 29.91 million € 1.85 million
Annual report 2015-2016 I Retail Estates
Nijvel (Texas Management nv)
expected annual rental income of
Real estate portfolio optimization
On 29 October 2015 Retail
EUR 0.67 million. The investment
Retail Estates nv pays close
Estates nv acquired the exclusive
in this transaction amounts to EUR
attention to the changing needs
control of the company Texas
10.31 million.
of its tenants with respect to
Management nv. This company is
retail area. Several tenants are
owner of a site in Nivelles, where
The above-mentioned acquisitions
systematically expanding their
a new retail park was constructed.
occurred at a valuation which
product range and regularly request
This retail park consists of 4 retail
corresponds with the fair value
an expansion of their shop. This can
properties with a total surface
of the concerned retail properties
take place through the acquisition
area of 5,779m² and generates an
or retail parks as determined by
of space from adjacent tenants by
expected annual rental income of
the property experts CBRE and
extending the existing shop or by a
EUR 0.58 million. The investment
Cushman & Wakefield.
combination of both.
Project developments
Renovations sometimes include
in this transaction amounts to EUR 9.22 million.
On 1 June 2015, the project in Erpent
more than just an expansion of
This transaction reflects the
was delivered. A retail property of
the retail area; Retail Estates nv
intention of Retail Estates nv to
951m², let to Eclipse sprl (dealer
makes regular use of renovation
increase its investments in Walloon
Auping), was opened. The expected
opportunities to also demolish a
Brabant.
annual rental income amounts to
shop façade and replace it with a
EUR 0.12 million.
contemporary version that better
Kontich (TBK bvba) Nijvel (texas Management nv) > Surface area > Location
5,779m2 Waals-Brabant
fits the tenant’s image. In the
On 10 March 2016 Retail Estates nv
On 1 January 2016, the project in
past financial year, the building in
acquired the exclusive control of the
Genk (Winterslag) was delivered. It
Waregem received a new façade.
company TBK bvba. This company
concerns the extension of an existing
is owner of a site in Kontich.
Aldi branch. The expected annual
Such investments allow us to build
The property consists of 3 retail
rental income amounts to EUR 0.15
“win-win” relationships with tenants.
million.
Available land is put to work, and
> Investment
€ 9.22 million
properties, a gym and a catering
> Annual rental income
€ 0.58 million
business, with a total surface
revenue growth allows the tenant to
area of 6,191m², and generates an
pay the rent increase.
33
Management report
Divestments
On several notarial deeds past
Investments: conclusion
In the past financial year, retail
during the month of March 2016
The purchases and own
properties were sold for a net
2 apartments and one office area
developments in the financial
selling price of EUR 11.80 million.
in casco state were sold for a net
year 2015-2016, decreased by
On these buildings, a net added
selling price of EUR 0.70 million.
divestments, resulted in a real
value of EUR 0.34 million was
These areas were sold at cost price.
estate portfolio increase of EUR
realised.
As in many other communes, the
155.06 million. As a result of these
local government of the city of
investments, the total rental
The buildings sold are located in
Namur insisted on the creation of a
income in the financial year 2015-
Bilzen (1 property, 990m²), Tienen
property with mixed use to grant a
2016 rose by EUR 6.90 million and
(1 property, 1,080m²), Beyne-
license to Retail Estates nv for the
decreased with EUR 0.23 million
Heusay (1 property, 914m²), Bruges
establishment of retail property.
as a result of the divestments
(1 property, 1,620m²) and Hannut
“ Retail Estates nv pays close attention to the changing needs of its tenants with respect to retail area. ”
during the past financial year. If the
(6 properties, 2,963m²). At the time
Furthermore, 9 plots of land of the
acquisitions and sales had occurred
of the sale, the fair value of these
Westende site have been sold, for a
on 1 April 2015, the rental income
properties was EUR 8.63 million.
net selling price of EUR 0.072 million
would have increased by EUR 10.86
per plot of land. On these 9 plots of
million.
Management of the real estate portfolio
The investments are financed by
Occupancy rate
a mix of equity capital (issue of
The occupancy rate of the real
By notarial deed of 15 September
land an added value of EUR 0.026
2015 the real estate certificate
million per plot of land was realised.
Distri-Land sold the property in Kuurne, let to Carpetland, for a net
These divestments are part
new shares by contribution in kind
estate portfolio of Retail Estates nv
selling price of EUR 2.35 million. On
of an annual reoccurring sales
or in the capital market) and debt
is 98.22%.
30 October 2015, the sale proceeds
programme concerning individual
(financing of working capital by
were paid to the certificate holders.
retail properties that, due to their
the banks, a bond issue,…). The
It goes without saying that the
On this sale, Retail Estates nv
location or retail size and/or the
ratio of debt/equity used in new
occupancy rate has to be viewed as
realised an added value of EUR
business activity practiced therein,
investments is between 50% and
a ‘snapshot’ taken at a particular
0.34 million.
do not fit within the core portfolio of
55%, thus within the debt level
point in time, and, thus, concealing
Retail Estates nv.
limits set by the board of directors.
a series of changes which occurred over the previous financial year. It
34
Annual report 2015-2016 I Retail Estates
does not offer any guarantee for
Damage claims
irrevocably undertook themselves
47,107 new shares (issue price of
the future, given that the imperative
In the past year, no buildings were
to subscribe 146,423 new shares,
EUR 60.50 per share) within the
legislation governing commercial
damaged by fire or other major
at the same subscription price
powers granted to it with regard
leases provides for a triennial
disaster. Unfortunately, vandalism
and in accordance with the same
to the authorised capital. The
termination option for all tenants.
is a recurring problem for stores
subscription rate, i.e. one new
contribution value of this property
located at the outskirts of large
share at EUR 60.50 for six scrips.
amounts to EUR 2.85 million and
urban agglomerations.
The realisation of the capital
represents an capital increase
increase was established on 28
of EUR 1.06 million. The capital
May 2015. The gross proceeds
amounts to EUR 199.50 million and
of the operation amounted to
is assigned to the balance sheet
Rental income During the past financial year, 4 smaller tenants and the retailer Primo (sports shops whose 5
Capital increases (within the framework of the authorised capital ):
branches are leased from Retail
EUR 76,214,270 and were entirely
item “issue premium”) with EUR 1.79
Estates NV) filed for bankruptcy.
Capital increase in cash
reinvested (see “Investments” page
million to EUR 151.50 million. After
For the non-recoverable receivables
On 5 May 2015 the board of
31). The new shares participate in
this capital increase the capital is
the necessary provisions were
directors of Retail Estates NV has
the profits as of 1 April 2015, being
represented by 8,866,320 shares.
calculated.
decided to proceed with a capital
the beginning of the year 2015-
increase. During the subscription
2016.
Merger by absorption of subsidiaries On 30 November 2015, 28
At the end of this financial year,
period with preferential
outstanding trade receivables
subscription rights, closed on 21
C apital increase through contribution
December 2015 and 19 February
amount to EUR 0.95 million. A
May 2015, 1,113,317 new shares have
in kind
2016 the merger by absorption
total of EUR 0.25 million concerns
been subscribed, being 88.38% of
On 29 January 2016, the last part
of the companies Mijn Retail nv,
the revolving fund and the reserve
the new shares.
of the framework agreement with
Aalst Logitics nv and Frun Park
Orchestra-Prémaman Belgium nv,
Wetteren nv were established by
fund. Given the guarantees received – both rental guarantees and the
The 878,538 non-exercised
the acquisition of a retail property
the board of directors, respectively
requested bank guarantees – the
preferential subscription rights
in Aartselaar, was executed. The
with effect on 30 November 2015,
credit risk on the trade receivables
have been sold on 26 May
property was transferred by means
31 December 2015 and 29 February
is limited to around 50% (EUR 0.35
2015 in an accelerated private
of a contribution in kind into the
2016.
million) of the outstanding amount
placement to investors, as
capital of the company. For this
on 31 March 2016.
described in the prospectus.
contribution in kind, the board of
On 2 March 2016, the merger
Investors acquiring the scrips
directors of Retail Estates nv issued
proposal regarding the merger
35
Management report
by absorption of the company
resources are further diversified and
Paneuropean Retail Properties was
the average maturity of the debt is
submitted, and this with a view to a
prolonged.
merger with effect on 30 June 2016. Mergers of subsidiaries facilitate the administrative management and lead to a decrease of the taxable income of Retail Estates nv’s subsidiaries.
Events after the balance sheet date Private placement of bonds On 29 April 2016, Retail Estates nv successfully proceeded to a private placement of a ten-year bond, for a total amount of EUR 30 million, with maturity on 29 April 2026. For an amount of EUR 26 million of the total placement, the bonds have been placed with a floating interest rate and for an amount of EUR 4 million with a fixed interest rate. The net proceeds of the bond will be used for the financing of the working capital of Retail Estates nv. By means of this bond, funding
36
Annual report 2015-2016 I Retail Estates
04
Current assets amount to EUR
and consist of unrealised gains
recognized immediately in the
13.10 million, consisting of EUR 8.22
due to valuation of the real estate
income statement. The changes in
million of assets held for sale, EUR
portfolio at fair value (EUR 91.73
fair value of the swaps that qualify
Comments on the consolidated
1.37 million of trade receivables,
million), the result carried forward
as cash flow hedges are recognized
financial statements for the
EUR 1.46 million of tax receivables
from previous financial years (EUR
directly in the equity and not in the
and other current assets, EUR
29.42 million), available reserves
income statement.
1.31 million of cash and cash
(EUR 11.97 million), legal reserves
equivalents, and EUR 0.73 million
(EUR 1.07 million), minus the fair
The negative value of these
Investment properties (including
of deferred charges and accrued
value impact of estimated transfer
instruments is due to the sharp
project developments) have
income.
rights and costs resulting from the
fall in interest rates which has
financial year
2015-2016
Balance sheet increased from EUR 837.12 million
hypothetical disposal of investment
continued since the end of 2008
to EUR 1,000.80 million. This is
The shareholders’ equity of the
properties (EUR -24.94 million)
under the impetus of the US and
primarily explained by the extension
public RREC amounts to EUR 474.17
and variances in the fair value of
European central banks.
of the portfolio by EUR 163.15
million. The registered capital
financial assets and liabilities (EUR
million and the sales of properties
amounts to EUR 199.50 million
-23.16 million). The group uses
The net result of the financial year
worth EUR 3.97 million. Assets held
on 31 March 2016, an increase of
financial derivatives (interest rate
is EUR 42.03 million, comprising
for sale have increased from EUR
EUR 29.40 million compared to
swaps) to hedge against interest
EUR 36.47 million in net current
4.82 million to EUR 8.22 million.
last year, as a result of the capital
rate risks deriving from operational,
profits, EUR 10.22 million in profit
Recorded under assets held for
increases mentioned above. After
financial and investment activities.
on the portfolio and EUR -4,99
sale at the end of each quarter
deducting the costs of the capital
Financial derivatives are initially
million in IAS 39 results (changes
are those assets for which a sales
increases, the accounting capital
recognised as costs and are
in fair value of financial assets and
agreement has been signed but the
amounts to EUR 194.54 million.
revalued at fair value at subsequent
liabilities).
final deed of sale has not yet been
In the financial year 2015-2016,
reporting dates. The derivatives
enacted. In the financial year 2015-
1,306,847 new shares were created.
currently used by Retail Estates nv
Non-current liabilities amount
2016, assets were added to the
For the same reasons, the share
qualify (for accounting purposes)
to EUR 456.18 million, including
assets held for sale in the amount
premiums have increased from
to a limited degree as cash flow
EUR 428.02 million in non-current
of EUR 10.87 million, while assets
EUR 101.84 million to EUR 151.50
hedges. The changes in the fair
financial debts with an average
in the amount of EUR 7.49 million
million. The company’s reserves
value of derivatives that do not
term of 4.17 years. The remaining
were sold.
amount to EUR 86.09 million
qualify as cash flow hedges are
non-current liabilities pertain to
37
Management report
accruals, authorised financial
Income statement
to EUR 2.84 million, a small
the portfolio. The increase of the
instruments (interest swaps) and
Net rental income has risen by
increase of EUR 0.04 million
total financial charges results from
deferred taxes.
EUR 8.97 million. This can primarily
compared to the previous year.
the change in the fair value of the
be explained by the acquisition of Current liabilities amount to EUR
additional properties during the
The result of the disposal of
accounting. These changes are
85.27 million, of which EUR 21.07
2015-2016 financial year (EUR 7.25
investment properties amounts
however a non-realised and non-
million in trade payables and
million) and the acquisition of
to EUR 0.34 million. This profit is
cash item.
other current debts. These mainly
properties in the previous financial
the result of the sale of properties
relate to trade accounts payable
year, which, for the first time,
for EUR 11.46 million (fair value).
The net current result (i.e., the
for an amount of EUR 0.81 million,
generated a full year’s rental
For further details, we refer to
net result, without the property
estimated taxes for an amount
income (EUR 2.13 million). The sale
the section “Divestments” in this
portfolio result) is EUR 36.47
of EUR 0.59 million, accounts
of properties resulted in EUR 0.20
chapter.
million, compared to EUR 28.63
receivable for an amount of EUR
million fall in rental income. This
6.17 million and exit taxes for an
financial year, the sale of properties
The positive variation in the fair
amount of EUR 13.22 million. The
resulted in a decrease of the net
value of real estate investments
current financial liabilities amount
rental income of EUR 0.30 million.
amounts to EUR 10.22 million,
to EUR 42.60 million.
The impact of contract renewals
mainly due to the tightening of
amounts to EUR 0.12 million.
the yield on top locations and the
Other current liabilities have
Discounts, vacancy and indexation
impact of rent renewals.
increased, from EUR 15.37 million
(EUR -0.02 million) also had an
to EUR 15.63 million. This increase
impact.
is explained by the debts for the
38
swaps not qualifying for hedge
million last year.
The financial result is EUR 21.77 million compared to EUR 17.13
further acquisition of the shares
Property charges amount to EUR
million the year before. The
in Mijn Retail nv, which are not yet
4.50 million, and have increased
decrease of the average interest
owned by Retail Estates nv.
by EUR 1.14 million, mainly due
rate from 4.35% to 3.64%
to an increase of technical
compensates the increase of
On 31 March 2016, the average
and commercial costs due to
the interest expense, relating
interest rate is 3.64%.
the extension of the portfolio.
to additional loans taken up to
Corporate operating costs amount
finance the further expansion of
Annual report 2015-2016 I Retail Estates
Prospects for the financial year 2016-2017
Appropriation of the profit
For the financial year 2016-2017, the
allocate the profit of the financial
company expects a rental income
year, as shown in the statutory
of EUR 63.50 million, on the basis
annual accounts, as follows:
The board of directors proposes to
“ The positive variation in the fair value of real estate investments due to the tightening of the yield on top locations and the impact of rent renewals.”
of the expected composition of the real estate portfolio, and subject to
EUR
unforeseeable circumstances. This number only takes into account the
Result of the year
acquisitions and disposals for which an agreement has been signed, and
Transfer of result on portfolio and revaluation of participations to available reserves (portfolio result)
-11,787
the investments which are licensed
IAS 39 result
5,006
and contracted.
Profit for the financial year
29,123
Just like in the previous financial
Result carried forward from the previous financial year (IFRS)
years, Retail Estates nv expects that
Increase in result carried forward due to merger and other
the dividend for the financial year
Other
2016-2017 will grow, in line with
Payment of dividend 31 March 2016
-28,372
previous years, as a result of which
Result to be carried forward
26,898
35,904
23,623 2,524
Miscellaneous items
it is minimally inflation resistant. For
Research and development
the financial year 2016-2017, Retail Estates nv’s target is a dividend of
The board of directors of the limited
EUR 3.20 (or EUR 2.336 net, i.e.,
The company has not undertaken
EUR 3.30 gross (EUR 2.409 net).
liability company Retail Estates
the net dividend per share after the
any activities or incurred any
This would imply an increase of
will propose to the company’s
deduction of 27% in withholding
expenditure in the area of research
3.12% compared to the dividend of
shareholders’ meeting, to be held
tax) per share, which participates in
and development.
the financial year 2015-2016 (EUR
on 1 July 2016, a gross dividend for
the result of the financial year 2015-
3.20 gross).
the financial year 2015-2016 (which
2016.
Branches
began on 1 April 2015 to end on 31
The company does not have any
March 2016) in the amount of
branches
39
Management report
Corporate Governance 05
R emuneration report
shareholders’ meeting of 1 July 2016
basis and assesses whether
Introduction and context
which is to approve or disapprove
an adjustment needs to be
Corporate Governance declaration
Retail Estates nv has prepared a
the report by a separate vote.
made and makes the necessary
remuneration policy on a yearly
remuneration report with regard
recommendations to the board
to the remuneration policy for its
Remuneration policy
of directors, which in turn must
This declaration adheres to the
directors. Retail Estates nv does not
Principle
propose their recommendations to
provisions of the Belgian Corporate
have a management committee
The remuneration policy of Retail
the shareholders’ meeting.
Governance Code 2009 and the
(‘directiecomité’/’comité
Estates nv is prepared in such a
law of 6 April 2010 amending the
de direction’). The board of
way that it takes into account a
Internal procedure – financial year
Belgian Companies Code.
directors has 11 non-executive
market-compliant remuneration
2015-2016
and 2 executive directors, i.e. the
which enables the company
The remuneration committee met
Retail Estates nv applies the Code
executive chief financial officer
to attract and retain talented
twice over the past financial year to
of 12 March 2009 as its reference
(Mrs. Kara De Smet) and the
directors, while also considering
verify and adjust where necessary
code (hereinafter referred to as “the
managing director (Mr. Jan De Nys)
the size of the company and its
the remuneration budgets of the
Code”).
who together assume the effective
financial prospects. Moreover,
directors individually and the
management of Retail Estates nv
this remuneration must also be
personnel budget in its entirety, in
and its subsidiaries.
proportionate to the responsibilities
accordance with the responsibilities
associated with the capacity of a
of the persons in question and the
On 5 May 2015, an adjusted version of the Corporate Governance
40
It will be submitted to the annual
Charter – taking into account the
The report was prepared by
director in a listed company. On the
medium and long-term objectives
relevant recent developments – was
the remuneration committee in
other hand, the expectations of the
that the board of directors has
approved by the board of directors.
accordance with Article 96 §3 of
shareholders must also be met.
established for the company. In
The Charter can be found at the
the Belgian Companies Code and
website: www.retailestates.com.
was approved by the board of
The remuneration and nomination
are analysed both in terms of the
directors of 25 May 2016.
committee analyses the applied
overall remuneration level and
this respect, the executive directors
Annual report 2015-2016 I Retail Estates
the distribution of the different
Remuneration of the directors
components. In addition, the
1. In the course of the financial
> Financial criteria (weighting 25%): Net current profits per share
remuneration committee has
year 2015-2016, the following
excluding all variations in fair
defined, analysed and established
remuneration (in EUR) was
value of the assets and interest
the objectives for the level of
awarded to the Mr. Jan De Nys -
rate hedging instruments and the
the managing director’s variable
managing director:
results achieved on the realisation
remuneration and the procedure
of assets;
for the realisation of the underlying
Jan De Nys - managing director
objectives for the financial years
Fixed remuneration
2015-2016 and 2016-2017.
Premiums group insurance
39,000
Variable remuneration
68,000
In view of the foregoing, a limited
2015-2016 234,000
TOTAL
341,000
benchmarking was carried out
> Portfolio management (weighting 25%): Collection management and occupancy level; > Real estate portfolio optimisation (weighting 25%):
with executive director positions
The remuneration of the position of
mandate personally as an
Develop “clusters”, improvement
of comparable listed real estate
managing director, assumed by Mr.
independent manager.
works and expansion of retail
companies.
Jan De Nys since the initial public
premises with a long-term focus,
offering of Retail Estates nv in March
The fixed remuneration is indexed
growth of rental value, updating
A similar analysis and
1998, takes into account his
annually on 1 April. The variable
of buildings and environmental
benchmarking is carried out every
experience and track record in terms
remuneration of the managing
three years for the non-executive
of establishing and developing the
director is determined annually
directors.
company. It further relies on the
by the board of directors, and is
objectives (weighting 10%):
foundation of his experience gained
based on a proposal made by the
Buy and sell assets, growth of the
in the retail environment in Belgium
remuneration committee. This
and abroad, as well as his
allowance shall not exceed 25% of
commercial, legal and financial
the fixed remuneration. It is linked
15%):
knowledge which is necessary for
to the achievement of a number of
Expansion of management team
the development of a portfolio of
qualitative and quantitative criteria
and staff, investor relations and
peripheral retail properties and the
for which for the financial year 2015-
“corporate identity”.
daily management of a listed
2016 concerned the following:
elements; > Implementation strategic
company; > Management skills (weighting
company. He carries out his
41
Management report
The variable remuneration is paid
contributions by the managing
remuneration for the exercise of his
January 2016. He does not receive
annually in July after approval
director to the growth of the
directors’ mandate.
a separate remuneration for the
of the annual accounts and the
company since its initial public
remuneration report by the annual
offering in March 1998.
shareholders’ meeting. There are no special provisions for the
In the event of termination by
recovery of variable remuneration
the managing director, the notice
awarded on the basis of inaccurate
period shall be six months.
exercise of his director’s mandate. 2. Remuneration of the chairman of the board of directors, Mr. Paul
Non-executive directors
Borghgraef.
The non-executive directors receive on the one hand a fixed annual
The fixed remuneration of the
remuneration of EUR 6,000.
chairman was set at EUR 60,000,
On the other hand, they receive
Belgian Civil Code governing undue
If the managing director is unable
given the regular presence and
attendance fees amounting to EUR
payments apply in full force.
to perform his duties because of
involvement of Mr. Paul Borghgraef
1,500 per meeting for attending
disability (illness or accident),
and given the fact that he is the
meetings of the board of directors
The agreement relating to the
Retail Estates nv shall continue
daily interlocutor and sounding
and its committee(s).
managing director provides a
to pay him the fixed portion of
board of the managing director in
notice period of eighteen months
his remuneration for a period of
between the board meetings. In
The non-executive directors do
in the event of termination by
two months from the first day of
addition, Mr Borghgraef is actively
not receive performance-related
Retail Estates nv. Any termination
disability. He shall subsequently
involved in the deal-making of the
remuneration such as bonuses or
compensation which is paid if the
receive a disability pension,
company, which he represents
stock-related long-term incentive
public RREC waives performance
guaranteed by an insurance
together with the Managing
schemes or fringe benefits.
during notice period, shall be
company which is equal to 75% of
Director on all transactions that
calculated in accordance with the
the fixed remuneration.
exceed an underlying property
Based on the table on the following
value of EUR 2.50. A variable
page, the following fees were paid
financial data. The provisions of the
fixed remuneration and the annual premiums for group insurance
No stock options are provided,
remuneration and other benefits
to the non-executive directors
policies. The notice period was
nor any other benefits, except a
or severance payment are not
in 2015-2016, pursuant to the
approved, in accordance with legal
computer and a mobile phone.
provided.
meetings that took place at the registered office of the company:
provisions, by the board of directors
42
upon the recommendation of
Besides the above mentioned
Mr. Paul Borghgraef is non-
the remuneration committee,
remuneration, Mr Jan De Nys
executive director and chairman
and taking into account the
does not receive a separate
of the board of directors since 12
Annual report 2015-2016 I Retail Estates
Indemnification and insurance of
Future developments
directors
The board of directors, upon
non-executive directors and for the
The company has an insurance
the recommendation of the
financial years 2016-2017 and 2017-
policy to cover the liability of its
remuneration committee, does not
2018.
directors.
intend to make significant changes to the remuneration policy. This applies to both the executive and
Annual fixed
Performance-related
remuneration (EUR)
(EUR)
TOTAL (EUR)
Board of directors / committee RenĂŠ Annaert
6,000
7,500
13,500
Jean-Louis Appelmans
6,000
7,500
13,500
Christophe Demain
6,000
6,000
12,000
Hubert De Peuter
6,000
6,000
12,000
Rudy De Smedt
6,000
4,500
10,500
Vic Ragoen
6,000
10,500
16,500
Jean Sterbelle
6,000
3,000
9,000
Marc Tinant
6,000
10,500
16,500
Leen Van den Neste (since 12/01/2016)
6,000
1,500
7,500
Herlinda Wouters (since 12/01/2016)
6,000
1,500
7,500
60,000
58,500
118,500
TOTAL non-executive directors
43
Management report
Corporate governance code (2009 version)
with retail companies to which a
Retail Estates nv seeks to comply
– between the company and one
as much as possible with the
of its non-executive directors could
provisions of the Corporate
possibly fall under the conflict of
Governance Code. There are,
interests regulation (‘significant
however, deviations in several areas.
commercial relationships’).
non-executive director is connected
Following the Code’s “comply or explain” principle, it is authorised
There could be a matter
to consider the relatively small size
of significant commercial
and the own characteristics of the
relationships with the company
company.
New Vanden Borre nv (16 retail properties) in which Mr. Vic Ragoen
Deviations from principle 2:
held the function of managing
Item 2.9. The board of directors
director until 31 January 2015.
has not yet appointed a company
Since 1 February 2015, Mr. Vic
secretary.
Ragoen has no longer operational responsibilities in this company, but
44
Deviations from principle 3:
he still acts as advisor. The retail
Item 3.5. In view of the company’s
properties leased by this company,
activities, and particularly
however, are usually the subject
considering the fact that
of long-term rental agreements,
negotiating and entering into
often concluded with external
specific contracts is part of the
promoters prior to their acquisition
day-to-day management and
by Retail Estates nv. The board of
falls within the CEO’s powers
directors particularly values the
(without the intervention of the
presence of this former director
board of directors being required
of a rapidly expanding company.
in principle), rental agreements –
His experience of changing market
Annual report 2015-2016 I Retail Estates
conditions and the development
Shareholding structure
potential of various locations
Based on the transparency
offers considerable added value
declarations received and the
to Retail Estates nv when making
information which Retail Estates nv
investments decisions. The
possesses, the main shareholders
commercial lease legislation, which
are:
% at date of registration1
Pro forma % at 31.03.20162
10.03%
10.05%
FPIM nv (Belfius Insurance)
9.76%
9.49%
is mainly compulsory legislation,
KBC Group nv
7.59%
7.55%
provides an adequate frame of
AXA nv
7.01%
7.18%
reference for solving day-to-day
7.99%
5.25%
problems that arise in relation
Federale Verzekering/Fédérale Assurance
to this company being tenant. In
General public
57.62%
60.48%
addition, Retail Estates nv also lets a considerable number of properties to competitors of New Vanden Borre nv. Transactions between the company and
Stichting Administratiekantoor 'Het Torentje' group and Leasinvest, acting in mutual consultation
1 On the basis of the denominator at the time of registration. 2O n the basis of the number of voting rights, which appears from the information received from the company’s shareholders, and taking into account the denominator applicable at 31.03.2016 (8,866,320 shares), this table shows, for information only, the (supposed) shareholding structure. It should be noted that this does not necessarily correspond with reality (not for all shareholders in any case), since the company is not necessarily aware of share transactions that did not result in the triggering of a notification threshold, and thus did not result in a transparency notification.
Retail Estates nv take place at conventional market conditions. With the exception of the above-
consultation on the company’s
Deviations from principle 4:
mentioned shareholders, no
website www.retailestates.com
Item 4.6. The recommended 4-year
other shareholder has declared
(under Investor Relations / The
mandate for directors is viewed as
ownership of more than 3% of the
Share / Shareholding structure and
too short, given the complexity of
issued shares of Retail Estates nv.
notifications).
the type of property in which Retail
According to the criteria applied by
Estates nv specialises. As a result,
Euronext, Retail Estates nv has a
all mandates last for 6 years.
free float of 100%. The transparency declarations received are available for
45
Management report
Internal control and risk management
Organizations of the Treadway
systems
Commission) as its reference. The
with rules for recruiting staff,
systems relating to financial reporting
In accordance with the Corporate
components of this framework,
periodic performance evaluation
Control environment
Governance rules and the relevant
and their application at Retail
and the setting of annual goals;
The control environment, as
legislation, Retail Estates nv has
Estates nv are discussed below.
developed an internal control and
Internal control and risk management
regards financial reporting, consists - monitoring of procedures and
of the following components:
risk management system, taking
Internal control and risk management
into account the nature, size and
systems in general
complexity of the company’s
Sound internal control and
The board of directors regularly
responsible for preparing and
activities and its environment.
balanced risk management
reviews the company’s exposure
reporting financial information.
formalisation of processes. -T he accounting team is
are an inherent part of Retail
to risks, the financial impact of
Internal control is a process
Estates nv’s corporate culture and
these risks, and the actions to
which aims to provide reasonable
are disseminated throughout the
be undertaken to monitor these
for reviewing the financial
guarantees to ensure that the
organisation by means of:
potential risks, to avoid the risks to
information and preparing
happen and/or, as the case may be,
the consolidated figures (in
to limit the impact of these risks.
consultation with the CFO), and
following objectives are met: - corporate governance rules and - effectiveness and improving the functioning of the enterprise; - reliability and integrity of information; - compliance with policies, procedures, laws and regulations.
the existence of a remuneration committee and audit committe; - the existence of a code of
for the feedback of information In particular, the company
to Retail Estates nv’s operational
elaborated internal control and
activities.
risk management systems for the most important processes in
dealing in particular with such
the company, namely managing
final review of the consolidated
matters as conflicts of interest,
costs and expenses, repairs and
financial statements and for
confidentiality, buying and
maintenance, developments, and
the correct application of the
selling of shares, prevention of
collecting rents.
valuation rules, and reports back
abuse of company property, and
control system, Retail Estates nv
communication;
(Committee of Sponsoring
-T he controller is responsible
conduct (trading regulations),
For implementing its internal has taken the COSO framework
46
- a detailed human resource policy
-T he CFO is responsible for the
on these to the CEO. -A s part of his responsibility for the day-to-day management of
Annual report 2015-2016 I Retail Estates
the company the CEO regularly
As a result of these meetings,
Information and communication
discusses the financial reporting
an important role: the entire
the appropriate actions can be
Every quarter, a financial report
with the CFO.
real estate portfolio (which
undertaken and measures can be
is drawn up which contains
makes 98.50% of the balance
adopted in order to implement the
the analyses of the figures, key
- The board of directors has
- The real estate expert also plays
sheet total) is valued by two
company’s policy. These actions
performance indicators, the impact
detailed quarterly question and
internationally recognised
aim to achieve a balanced risk
of purchases and sales on budgets,
discussion sessions with the CEO
independent real estate experts
policy in line with the strategic
cash flow positions, etc.
and CFO, and oversees the proper
(Cushman & Wakefield and
objectives and ‘risk appetite’ of the
application of the valuation rules.
CBRE), each one evaluating one
company as preconceived by the
Every quarter, an operational report
The chairman of the board of
part of the real estate portfolio.
board of directors.
is also drawn up in which the key performance indicators relating
directors, the CEO and the CFO discuss in detail the principal
Risk analysis
Control activities
to the real estate department are
strategic, operational and
Regular management and
Control procedures are in effect
included.
financial issues on a fortnightly
operational meetings serve to
with respect to the company’s key
basis.
address issues in need of followed
activities, such as collecting rents,
In the first and third quarter of
up, in order to ensure balanced risk
repairs and maintenance, project
the financial year, an intermediary
awareness and management:
development, site supervision, etc.
press release is published. Every
These procedures are evaluated on
six months, a more comprehensive
a regular basis by the management
half-yearly financial report is
team.
published in accordance with
Other factors also play a role in the company’s control environment:
- the main events of the past - As a listed company (and as a public RREC), Retail Estates nv
period and their impact on the accounting figures;
falls under the supervision of the Financial Services and Markets
- recent and planned transactions;
Authority (FSMA), which also undertakes a specific review of the financial information. All
- the development of major key performance indicators; and
facto) by the FSMA.
the financial year, all relevant
aspects of the real estate business
financial information is published
(overview of lease agreements, rent
in the annual financial report,
calls, settlement of costs, payment
also disclosed on the company’s
monitoring, etc.). This software
website.
system is linked to the accounting
published financial information is controlled (in advance or post
IFRS standards. At the end of An ERP system serves to track all
- any operational, legal and fiscal risks.
software.
The limited size of the Retail Estates’ team contributes
47
Management report
significantly to the smooth flow
with a comprehensive report on
of information. The considerable
the financial statements, with
involvement of the board of
a comparison of annual figures,
directors and its chairman
budget and explanations for any
promotes open communication
deviations.
and ensures that the management body is provided properly with all
The auditor also reports to the
necessary information.
board of directors on the main findings of its audit activities.
Monitoring
Every quarter, the financial team
Appropriate risk management policy
draws up the quarterly figures and
The main risks the company faces
balance sheets. These quarterly
relate to (i) the market value of the
figures are always extensively
property, (ii) changes in the rental
analysed and checked. To limit the
market, (iii) the structural condition
risk of errors in financial reporting,
of the buildings, (iv) financial risks,
the figures are discussed with the
including liquidity risk, the use of
management, and their accuracy
financial instruments and banking
and completeness are verified by
counterparty and covenant risk, (v)
analysing rental income, vacancies,
permit-technical related risks, (vi)
technical costs, rental activity,
changes to the traffic infrastructure,
developments regarding the value
(vii) soil contamination, (viii) risks
of the buildings, outstanding
associated with merger, demerger
debtors, etc., in compliance
or acquisition transactions, and (ix)
with the “four-eyes� principle.
regulatory risks.
Comparisons with forecasts
48
and budgets are discussed.
Measures and procedures are in
Every quarter, the management
place to identify and monitor each
provides the board of directors
of the listed risks, to avoid these
Annual report 2015-2016 I Retail Estates
risks, and/or to minimize their
rules relating to the integrity of the
transactions and stipulates among
impact, if any, and assess, control
company’s activities. We discuss
others:
and monitor their consequences.
the most important of these below:
This is the role of the risk manager.
− restrictions on the execution
“ The limited size of the Retail Estates’ team contributes significantly to the smooth flow of information. “
Prevention of insider trading
of transactions in financial
Integrity policy
In accordance with the principles
instruments of the company
The integrity policy (overseen by
and values of the company and
during specific periods before
the person entrusted with the
within the framework of the
publication of the financial results
“compliance function”) covers
implementation of the Belgian
(“closed periods”) or during any
various aspects, including the
Corporate Governance Code, Retail
other period considered sensitive
prevention of insider trading,
Estates nv has included rules in
(“prohibited periods”);
conflicts of interest and
its code of conduct (“Dealing
incompatibility of mandates, non-
Code”) that must be observed
corruption, professional secrecy,
by the directors, employees and
officer to oversee compliance
etc.
appointed persons who trade in
with the Dealing Code by
financial instruments issued by
directors and other designated
The effective management
Retail Estates nv. The rules of the
persons;
examines on a regular basis
Dealing Code were harmonised
which other areas and activities
with the Belgian Royal Decree of
should fall under the scope of
5 March 2006 on market abuse.
transactions in financial
listed under ‘Handling conflicts of
the compliance function. The
The company’s Dealing Code
instruments of the company to
interest’ on page 55 of this report.
“independent compliance function”
constitutes an integral part of the
the compliance officer; and
is treated as an independent
Corporate Governance Charter and
function within an organisation,
can be consulted (separately) on
and focuses on investigating and
the company website.
− the appointment of a compliance
− prior notification of all
Non-corruption
− the disclosure of each transaction.
Retail Estates nv strongly emphasises the principles of honesty and integrity, and expects a
promoting compliance by the company with the laws, regulations
The Dealing Code among
Conflicts of interest and incompatibility
similar attitude on the part of third
and rules of conduct applicable to
others concerns the disclosure
of mandates
parties with which the company
the company, and in particular, the
of information relevant to such
Reference is made to the passage
does business.
49
Management report
Professional secrecy
Independent compliance function
The internal audit function
It is expressly forbidden for
The board of directors has
is performed by an external
members of the bodies of the
appointed Mr. Paul Borghgraef
consultant, in this case VMB,
company and for personnel to use
as compliance officer. He is also
represented by Mr. Luc Martens.
or reveal confidential information
chairman of the board of directors.
This function is performed under
for improper purposes during the
He is responsible in particular for
the supervision and responsibility
course of their duties.
compliance with the integrity policy
of the finance and reporting analyst
as described above.
of the company, who has the necessary professional integrity and
Political activities
In pursing legitimate commercial
The term of Paul Borghgraef’s
objectives, Retail Estates nv acts
mandate as compliance officer is
in a socially responsible manner
the same as for his board mandate
Internal control functions within Retail
according to the laws of the
(which expires at the 2016 annual
Warehousing Invest nv
country in which the company is
meeting).
Taking into account the principle of proportionality, the internal audit
active. Independent internal audit function
functions as described above are
Independent supervisory functions
The person in charge of the
exercised by the same people at
Risk management function
internal audit is responsible for
the level of Retail Warehousing
Measures and procedures are
the independent and ongoing
Invest nv (the subsidiary of Retail
in place to identify and monitor
assessment of the activities of
Estates nv with the status of
the risks that the company faces,
the company, and analyses the
institutional regulated real estate
to avoid these risks, and/or to
quality and efficiency of existing
company).
minimise their impact, if any, and
procedures and methods of
assess, control and monitor their
internal control.
consequences. This is the role of the risk manager.
50
appropriate expertise.
Mutatis mutandis (and insofar as relevant), these functions may be
The internal auditor will present his
implemented at the level of Retail
findings yearly.
Warehousing Invest nv according
The risk manager is appointed for a
to the same policy as Retail
3-year term.
Estates nv.
Annual report 2015-2016 I Retail Estates
06 Management of the company
directors strictly comply with the
personnel of such a shareholder,
company auditor of Retail
following criteria of independence:
or represent it. Directors with
Estates nv or a related company;
a shareholding stake of less - not to be a salaried employee,
than 10% may not subject the
- not to be an executive member of
manager, executive committee
acts of disposal relating to their
the management body of another
member, managing director,
shares, or exercise the rights
company in which an executive
On 31 March 2016, the board of
executive director or member
pertaining to them, to contractual
director of the company holds
directors of Retail Estates nv
of the executive personnel of
stipulations or to unilateral
the function of a non-executive
consists of 13 directors: 11 non-
Retail Estates nv, or an affiliated
commitments to which they have
member of the management or
executive directors and 2 executive
company, and not having
subscribed. Directors may under
supervisory body;
directors, being the managing
occupied a similar position during
no circumstances represent such
director and the chief financial
the five years preceding their
a shareholder;
officer. Notwithstanding the
appointment;
Composition
provisions of the Code, the terms of office of all directors were
- not to receive, or have received
- not to have other significant links with the executive directors of
-n ot to have, or to have had during
Retail Estates nv by virtue of an
the preceding year, or to expect
involvement in other enterprises
renewed at the 3 July 2015 annual
in the past, from Retail Estates
to have in the future, a significant
or bodies;
shareholders’ meeting for a new,
nv or a related enterprise, any
commercial relationship with
1-year term, until the shareholders’
remuneration or significant
Retail Estates nv or with a related
meeting of 2016.
financial benefits other than
enterprise, either directly or as
terms of office as a non-executive
those associated with their
a partner, shareholder, director,
director within Retail Estates nv,
mandates;
or as member of the senior or
with an overall limit of 12 years;
Out of the 13 directors, 4 directors (Messrs. Tinant, Ragoen and Annaert and Mrs. Van den Neste)
- not to have held more than three
executive management of an - not to be a dominant shareholder
qualify as being independent,
or having a shareholding stake
pursuant to Article 526ter of the
of more than 10% in Retail
Belgian Companies Code. These
Estates nv – either alone or jointly
directors also meet the criteria of independence set out in annexe A to the Code. The independent
organisation related to it in such a way;
- not to be a close relative of a managerial employee, a member of the executive committee, or a
-n ot to be, and not to have been
person who is covered by one of
with a company controlled by
during the past three years, a
the above-mentioned situations.
the director – or be a director
partner or salaried employee of
or member of the managerial
the present or a former external
51
Management report
The composition of the board
Messrs. Borghgraef and De Peuter
of directors intends to ensure
and Mrs. Wouters (on behalf of
that the decisions taken are in
the KBC Group), Mr. Appelmans
the interests of the company.
(on behalf of Het Torentje
The composition of the board of
(Leasinvest)), Mr. Sterbelle (on
directors is determined on the basis
behalf of AXA), Mr. Demain (on
of diversity in general, as well as
behalf of the Belfius-group)
on the basis of complementarity
and Mr. De Smedt (on behalf of
of skills, experience, and know-
Federale Verzekering).
how. It is of particular importance to have a strong representation of
Messrs. De Nys, Borghgraef,
directors who are well versed in the
Annaert and Tinant have declared
management of retail businesses
that they hold shares in the
in the type of property in which
company for their personal
Retail Estates nv invests and/or
account.
have experience in the financial aspects of the management of a
Functioning of the board of directors
listed company, and of an RREC in particular. Therefore, it is pivotal
The Retail Estates nv’s board of
that members of the board of
directors determines the company’s
directors are complementary in
strategy, investments, budgets,
terms of knowledge and experience.
disposals and acquisitions and
To enable the board of directors to
funding.
operate efficiently, it is intended that the number of board members will
The board of directors prepares
be restricted to a maximum of 12.
the annual and interim financial statements and the annual report of
52
A number of directors represent a
the company for the shareholders’
reference shareholder:
meeting. The board of directors
Annual report 2015-2016 I Retail Estates
also approves merger and split
The board of directors may validly
up of the annual accounts, or the
of the property portfolio and the
reports. It decides on the use of the
deliberate and resolve only if at least
use of the authorised capital.
functioning of the company. The
authorised capital and convenes
half of its members are present
the annual and extraordinary
or represented. If this condition
In addition to its legal mandate,
that sufficient powers are given to
shareholders’ meeting. It supervises
is not met, a new meeting can
the board of directors, bearing in
ensure that these responsibilities
the accuracy and transparency of
be convened, which will validly
mind the company’s interests, also
and duties are met.
communications to shareholders,
deliberate and resolve on the
determines the strategy and outlines
financial analysts, and the
agenda items of the previous
the policy lines. More specifically, it
Ten directors’ mandates expire this
general public, as communicated
meeting, providing that at least
takes all the fundamental decisions
year, without prejudice to the right
through prospectuses, annual
two directors are present or
concerning the investments in and
of reappointment.
and interim reports and press
represented. Every resolution of the
disposals of properties, as well
releases. It delegates the day-to-
board of directors is adopted by
as those regarding their funding.
Report on the activities
day management to the managing
an absolute majority of the votes
Retail Estates nv has no executive
Among others, the board of
director, who in turn regularly reports
cast of directors that are present
committee.
directors took the following
back on the management and the
or represented, and, in the event
annual budget, and who presents a
of abstention of one or more of
A clear distinction is made
quarterly financial and operational
them, by the majority of the other
between the responsibilities of
report.
directors. In the event of a tie, the
the managing director and those
board of directors will make sure
decisions during the past financial year: - sale of EUR 11.60 million in real estate properties;
director chairing the meeting has
of the chairman of the board of
During the financial year of 2015-
the casting vote. In exceptional
directors. The chairman leads the
2016 the board of directors met
cases, pursuant to Article 521 of
board of directors and ensures that
ten times. A number of meetings
the Belgian Companies Code,
the agenda for the meetings of the
EUR 166.52 million in real estate
were held by conference call or in
resolutions of the board of directors
board of directors is prepared, and
properties through purchases or
the office of notary Tim Carnewal.
may be adopted by unanimous
that the directors promptly receive
contributions in kind;
The remuneration committee met
written agreement by the directors,
the relevant information.
twice and the audit committee met
whenever the urgency of the matter
for the first time during the financial
and the interest of Retail Estates nv
The managing director is
Retail nv, Aalst Logistics nv en Frun
year 2015-2016.
so require. This procedure, however,
responsible for the operational
Park Wetteren nv;
may not be applied for the drawing
tasks, relating to the management
- enlargement of the portfolio by
- merger by absorption of Mijn
53
Management report
- acquisition of control over
of directors and committees,
The role of the remuneration and
The tasks of this audit committee
Fimitobel nv, Paneuropean Retail
and their contribution to the
nomination committee consists of
consist mainly of monitoring
Properties nv, Paneuropean
discussions and the decision-
supporting the board of directors by:
the financial reporting process,
Property Investments nv,
making.
Localiège nv, Vlaamse Leasing
assessing the appropriateness - making recommendations on
Various committees can be
the composition of the board of
management systems, monitoring
Management nv en TBK bvba;
established within the board of
directors and its committees;
the internal audit and the statutory audit of unconsolidated and
directors for specific matters. - financing of the above-mentioned acquisitions.
- assisting in the selection,
consolidated annual accounts,
Currently, the board of directors of
evaluation and appointment of
and assessing and monitoring the
Retail Estates nv has set up two
members of the board of directors;
independence of the auditor.
In order to constantly improve its
committees, a remuneration and
effectiveness within the company,
nomination committee and an audit
the board of directors systematically
committee.
and regularly (at least every
- assisting in determining the
Evaluation of the performance of
remuneration of the members of
directors
the board of directors;
Under the supervision of its
three years) evaluates its size,
Remuneration and nomination committee
composition and performance
The remuneration an nomination
and that of its committees, and
committee exist of three
its interaction with the executive
independent directors and Mr.
management.
Vic Ragoen is the chairman of
Audit committee
the committee. The committee
The audit committee exist of four
met twice in 2015-2016, i.e., on 27
non-executive directors, including
November 2015 and on 22 January
three independent directors and
2016, in order to discuss the setting
is chaired by Mr Tinant until the
of the budget for 2016-2017.
general meeting of 1 July 2016 and
the board of directors and its
During these meetings the staff
subsequently by Ms Van den Neste.
committees on one hand;
This assessment focuses on: - the functioning of the board of directors and its committees;
chairman, the board of directors - drawing up the remuneration report.
regularly evaluates its size, composition, performance and relationships with management,
remuneration policy was discussed
The committee met once in 2015-
director through their attendance
and the recurrent fees paid to
2016.
of the meetings of the board
external providers were inventoried.
- the effective contribution of each
54
of the internal control and risk
Maatschappij nv, Texas
shareholders and other stakeholders. The purpose of this evaluation is to: - appraise the functioning of
- audit the composition of the board of directors on the other hand.
Annual report 2015-2016 I Retail Estates
Another matter that is discussed is
consolidated assets of the
the timely provision of information
company, or EUR 2.50 million, taking
prior to meetings of the board of
the lower of the two (including the
directors.
conclusion of a leasing agreement with or without option to purchase,
The evaluation itself takes the form of a written procedure,
or the creation of easements).
using a questionnaire that must
Settlement of conflicts of interest
be answered individually and
Pursuant to Article 523 of the Belgian
anonymously.
Companies Code, any member of
Representation power
the board of directors who, whether directly or indirectly, has a financial
In all legal and statutory
interest which conflicts with a
transactions concerning the
decision or operation involving the
disposal of real estate, the company
board of directors, may not attend the
will be represented by at least two
deliberations of the board of directors.
directors acting jointly, being in principle the chairman of the board
Articles 36 until 38 of the RREC Law
of directors Paul Borghgraef and
is also referred to, when one of the
one of the executive directors /
persons mentioned in this Article
effective manager, Mr. Jan De Nys of
(director, manager or promoter of
Mrs. Kara De Smet.
the RREC,...) acts as counterparty in an operation undertaken with the
The company may also be validly
public RREC or a company under its
represented by the managing
control.
director, by means of a special authorisation, for transactions
During the previous financial year,
related to an item whose value
no conflict of interest within the
is lower than either 1% of the
meaning of these articles occurred.
55
Management report
Day-to-day management – executive
managing director of Infradis
Kara De Smet (1976): Chief
meeting of 1 July 2016 for the
management
Real Estate Management nv and
Financial Officer (CFO) – executive
reappointment for a period of
The company is managed by a
managing director of Snowdonia nv
director from 12 January 2016
5 years, except these of Mr. De
team of 18 co-workers, under the
Committees: -
Peuter and Mr. Tinant. If the
leadership of the managing director
Attendance board of directors in
general meeting approves these
(CEO), Mr. Jan De Nys.
2015-2016 1: 10
appointments, the board of
Attendance remuneration and
directors will exist of 11 members
Executive directors:
nomination committee in 2015-
as from the general assembly on
Jan De Nys (1959):Chief Executive
2016 : -
instead of 13. The mandates of Mrs.
Officer (CEO – managing director)
Attendance audit committee in
De Smet, Mrs. Van den Neste and
2015-2016 : -
Mrs. Wouters will not be renewed.
2
3
They will expire together with those Office address: Retail Estates nv -
of the reappointed directors at the
Industrielaan 6 - 1740 Ternat
general meeting of 2021.
End of mandate: 2021 Chairman:
Attendance board of directors in
Paul Borghgraef (1954): Chairman
2015-2016: 2
of the board of directors
Attendance remuneration and
Office address: Van De Wervelaan
Office address: Retail Estates nv -
nomination committee in 2015-
49/2 – 2970 Schilde
Industrielaan 6 - 1740 Ternat
2016: -
End of mandate: 2016
End of mandate: 2016
Attendance audit committee in
Most important other positions:
Most important other positions:
2015-2016: -
director at KBC Securities nv, director
director at Orelio nv (Maes/Alides
at Pertinea Property Partners nv,
Construction and Property Group),
(Non-)executive directors
director at First Retail International I
Preliminary note: the board of
Immpact nv
directors of 25 May 2016 has
Committees: -
nominated all directors whose
Attendance board of directors in
mandate expires at the general
2015-2016: 9
and II nv, chairman of Private Privak BEM II (set up under the aegis of the Flemish Building Federation),
56
Committees: -
1 Total number of board of directors in 2015-2016: 10 2T otal number of remuneration and nomination committees in 2015-2016: 2 3T otal number of audit committees in 2015-2016: 1
director at PG58 nv and director at
Annual report 2015-2016 I Retail Estates
Attendance remuneration and
Hubert De Peuter (1959): director
managing director at New Vanden
2016: -
nomination committee in 2015-
Office address: KBC Bank – division
Borre nv
Attendance audit committee in
2016: -
KBC Real Estate – Havenlaan 6 –
Committees: chairman of the
2015-2016: -
Attendance audit committee in
1080 Brussels
remuneration and nomination
2015-2016: -
End of mandate: 2016
committee, member of the audit
Marc Tinant (1954): independent
Most important other positions:
committee
director
Non-executive directors:
KBC Bank nv – Senior Account
Attendance board of directors in
Office address: Auxipar nv – Avenue
Jean-Louis Appelmans (1953):
Manager, director at KBC Real
2015-2016: 7
Urbain Britsiers 5 - 1030 Brussels
director
Estate Investments nv, director at
Attendance remuneration and
End of mandate: 2016
Office address: Leasinvest Real
KBC Property Portfolio Belgium nv,
nomination committee in 2015-
Most important other positions:
Estate Comm.V.A. – Schermersstraat
director at Mechelen City Center nv,…
2016: 2
vice-president of the management
42 – 2000 Antwerp
Committees: -
Attendance audit committee in
board of Auxipar nv, managing
End of mandate: 2016
Attendance board of directors in
2015-2016: 1
director of Familia / EPC Scrl,
Most important other positions:
2015-2016: 7
managing director of Leasinvest Real
Attendance remuneration and
Jean Sterbelle (1962): director
de l’Avenir (Corelio),…
Estate Management nv (statutory
nomination committee in 2015-
Office address: AXA Belgium nv –
Committees: chairman of the
manager of the RREC Leasinvest
2016: -
Vorstlaan 25 – 1170 Brussels
audit committee, member of the
Real Estate Comm.V.A.), Leasinvest
Attendance audit committee in
End of mandate: 2016
remuneration and nomination
Immo Lux sa, Leasinvest Services
2015-2016: -
Most important other positions:
committee
Head of Transactions & Letting
Attendance board of directors in
nv,…
directorships at SRIW nv, Les Editions
Committees: member of the audit
Victor Ragoen (1955): independent
Belux – AXA Real Estate Investment
2015-2016: 7
committee
director
Managers Belgium nv, director at
Attendance remuneration and
Attendance board of directors in
Office address: New Vanden
Blauwe Toren nv, director at Brustar
nomination committee in 2015-
2015-2016: 6
Borre nv – Slesbroekstraat 101 –
One nv, director at Cabesa nv,…
2016: 2
Attendance remuneration and
1600 Sint-Pieters-Leeuw
Committees: -
Attendance audit committee in
nomination committee in 2015-
End of mandate: 2016
Attendance board of directors in
2015-2016: 1
2016: -
Most important other positions:
2015-2016: 4
Attendance audit committee in
advisor
Attendance remuneration and
Christophe Demain (1966): director
2015-2016: 1
Most important finished positions:
nomination committee in 2015-
Office address: Belfius Insurance nv
57
Management report
– Galiléelaan 5 – 1210 Brussels
Attendance remuneration and
Leen Van den Neste (1966):
End of mandate: 2021
End of mandate: 2016
nomination committee in 2015-
independent director from 12 January
Most important other positions:
Most important other positions:
2016: -
2016
General Manager of KBC Bank the
Chief Investment Officer at Belfius
Attendance audit committee in
Office address: VDK Spaarbank –
Netherlands
Insurance nv, director of the RREC
2015-2016: -
Sint-Michielsplein 16 – 9000 Ghent
Committees: -
End of mandate: 2021
Attendance board of directors in
Cofinimmo nv, director First Retail International nv, president of
René Annaert (1952): independent
Most important other positions:
2015-2016: 1
the board of directors of LFB nv,
director from 7 July 2015
managing director at VDK
Attendance remuneration and
Coquelets nv,…
Office address: Ultimum bvba – G.
Spaarbank, chairman of the
nomination committee in 2015-
Committees: -
Mercatorlaan 4 – 1780 Wemmel
board of directors of Xior student
2016: -
Attendance board of directors in
End of mandate: 2016
housing nv, memeber of the
Attendance audit committee in
2015-2016: 5
Most important other positions:
board of directors of Centrale voor
2015-2016: -
Attendance remuneration and
advisor
huisvesting cvba, Familiehulp vzw en
nomination committee in 2015-
Most important finished positions:
Arteveldehogeschool vzw
2016: -
managing director at Wereldhave
Committees: -
Attendance audit committee in
Belgium, Devimo Consult, Brussels
Attendance board of directors in
2015-2016: -
International Trade Mart
2015-2016: 1
Committees: member of the
Attendance remuneration and
Rudy De Smedt (1962): director
audit committee, member of the
nomination committee in 2015-
from 7 July 2015
remuneration and nomination
2016: -
Office address: Federale Verzekering
committee
Attendance audit committee in
- Stoofstraat 12 - 1000 Brussels
Attendance board of directors in
2015-2016: -
End of mandate: 2016
2015-2016: 3
Most important other positions:
Attendance remuneration and
Herlinda Wouters (1958): director
Deputy director at Federale
nomination committee in 2015-
from 12 January 2016
Verzekering
2016: 2
Office address: KBC Bank the
Committees: -
Attendance audit committee in
Netherlands – Watermanweg
Attendance board of directors in
2015-2016: 1
92 – 3067 GG Rotterdam – the
2015-2016: 3
58
Netherlands
Annual report 2015-2016 I Retail Estates
07 Other parties involved
Certification of the accounts An auditor appointed by the
purchases or sells real properties.
Distri-Land nv, with the results
These valuations are necessary to
published by the latter. The costs
The auditor’s fixed remuneration
determine the inventory value and
are shared 50/50 between Retail
for reviewing and certifying Retail
prepare the annual accounts. The
Estates nv and Immobilière Distri-
Estates nv and its subsidiaries’
valuation assignments are entrusted
Land nv.
statutory and consolidated annual
to Cushman & Wakefield (Kunstlaan
accounts is EUR 0.09 million
56, box 7 at 1000 Brussels),
(excluding VAT).
represented by Mr. Ardalan Azari
appointed for a 3-year term.
shareholders’ meeting must: - certify the annual accounts
and to CBRE nv (Avenue Lloyd The remuneration of PwC
George 7 at 1000 Brussels),
Bedrijfsrevisoren for the tasks
represented by Mr. Pieter Paepen.
and review the interim
assigned to the statutory auditor
accounts, as in any limited
by law (e.g. reports when mergers
During the past financial year, a
liability company (‘naamloze
occur), amounts to EUR 0.005
fee of EUR 0.25 million (including
vennootschap’/’société
million (excluding VAT). The fees
VAT) was payable to Cushman &
anonyme’);
relating to studies and assistance
Wakefield for the regular valuations
and more in particular on taxation
of a part of the properties in the
matters and due diligence
real estate portfolio and the initial
request of the FSMA, given that
assignments amount to EUR 0.01
valuations of real estate purchases.
Retail Estates nv, as a public RREC
million excluding VAT.
Fees of EUR 0.29 million (including
- prepare special reports at the
is a listed company.
Real estate expert
VAT), were paid to CBRE for the regular valuation of the remainder
The auditor is PwC, represented by
In accordance with the RREC
of the real estate portfolio and initial
Mr. Damien Walgrave, a company
legislation, Retail Estates nv
valuations of real estate purchases.
auditor certified by the FSMA, having
calls upon experts for the regular
its registered office at 1932 Brussel,
valuations of its assets, each time
The property of Immobilière Distri-
Woluwegarden-Woluwedal 18. At
it issues shares, lists securities on
Land nv is valued on the basis
the annual shareholders’ meeting
the stock market or purchases
of a joint instruction from Retail
of 3 July 2015, the auditor was
unlisted shares, and when it
Estates nv and Immobilière
59
Management report
08
09
Acquisition and sale of Retail Estates nv shares – insider trading
Information based on Article 34 of the Belgian Royal Decree of 14 November 2007 concerning the obligations of issuers of
In accordance with the principles
financial instruments authorised
and values of the company, Retail
to trade on an official market
Estates nv has inserted, in its Dealing Code, a number of rules
Capital structure (on 31 March 2016)
(Dealing Code) to be followed by
The registered capital amounts to
directors and employees wishing
EUR 199,495,654.21 and is divided
to trade in financial instruments
into 8,866,320 fully paid-up shares,
issued by Retail Estates nv.
each representing an equal part of the capital. There is only one
In the framework of the application
category of shares. There is no
of the Belgian Corporate
legal or statutory limitation on the
Governance Code within Retail
voting rights or transferability of the
Estates nv, the rules of the Dealing
shares.
Code have been reviewed in order to bring them in line with the
Stock option plan
Belgian Royal Decree of 5 March
Retail Estates nv has no stock
2006 relating to insider trading,
option plan.
the fair presentation of investment recommendations, and the
A uthorised capital
indication of conflicts of interest.
The extraordinary shareholders’ meeting of 9 December 2013 expressly authorised the board of
60
Annual report 2015-2016 I Retail Estates
directors to increase the registered
procedure relating to the articles of
capital, in one or more instalments,
association of Retail Estates nv are
A rticles of association of Retail E states nv
up to a maximum amount of EUR
set out in the applicable legislation
Retail Estates nv’s articles of
164,037,087.74 on the dates and
(especially the Belgian Companies
association are on page 170 of
according to the procedures to be
Code and the RREC legislation)
this annual report. They were last
defined by the board of directors
and the articles of association of
revised at the board of directors’
in accordance with Article 603
Retail Estates nv. The articles of
meeting of 29 January 2016.
of the Belgian Companies Code.
association of Retail Estates nv
This authorisation was granted
do not deviate from the above-
for a period of 5 years from the
mentioned legal provisions.
publication of this decision (17 December 2013).
Purchase of own shares
Contractual provisions The conditions under which the financial situations have provided
The company does not own any of
Retail Estates nv with financing
its own shares. The extraordinary
require the retention of the public
shareholders’ meeting of 24
regulated real estate company
October 2014 amended the articles
status. The general conditions
of association as to authorise the
under which this financing was
board of directors to acquire shares
granted give banks the option
in Retail Estates nv under a number
to demand early repayment in
of special conditions listed in the
the event of change of control.
articles of association.
In addition, a covenant has been
Decision-making bodies
written into the credit agreements with a number of financial
The rules which govern the
institutions, whereby Retail Estates
appointment or replacement
nv commits itself to maintain a
of the members of the board of
maximum debt level of 60% (lower
directors and the amendment
than the legal threshold of 65%).
61
Management report
Data in accordance with EPRA reference system EPRA Key performance indicatoren These data are not required by the
Definitions EPRA Earnings EPRA NAV
legislation on Belgian REITs and are not subject to verification by public authorities. The statutory auditor considered whether the ratios
EPRA NNNAV
“EPRA Earnings”, “EPRA NAV” and “EPRA NNNAV” were calculated according to the definition resumed in the “EPRA Best
EPRA Net Initial Yield (NIY)
Practices Recommendations” and whether the financial data used in the calculation of these ratios correspond with the accounting data included in the activated consolidated financial statements.
EPRA topped-up Net Initial Yield (topped-up NIY) EPRA Vacancy EPRA Cost Ratio (incl. vacancy costs) EPRA Cost Ratio (excl. vacancy costs)
62
Current result from adjusted core operational activities. Net Asset Value (NAV) adjusted to take the fair value of the property investments into account and excluding certain elements not expected to crystallise in a long-term investment property business model. EPRA NAV adjusted to take the fair value of (i) the financial instruments, (ii) the debts and (iii) the deferred taxes into account. Definitions Annualised gross rental income based on current rents ('passing rents') at balance sheet closing dates, excluding property costs, divided by the market value of the portfolio, plus estimated transfer rights and costs resulting from the hypothetical disposal of investment properties. This measure incorporates an adjustment to the EPRA NIY in respect of the expiration of the rent-free periods or other unexpired lease incentives as step up rents. Estimated market Rental Value (ERV) of vacant surfaces divided by the ERV of the portfolio as a whole. EPRA costs (including vacancy costs) divided by the gross rental income less ground rent costs EPRA Costs (excluding vacancy costs) divided by the gross rental income less ground rent costs
EUR/1000
EUR per aandeel
36,473
4.11
502,325
56.66
474,170
53.48
% 6.61%
6.61%
1.99% 12.05% 11.77%
Annual report 2015-2016 I Retail Estates
EPRA Earnings IFRS Net Result (attributable to the shareholders of the parent company)
EUR/1000 42,035
Adjustments to calculate EPRA Earnings Excluding: Variations in the fair value of investment properties (IAS 40) Result on disposal of investment properties
10,216
Variations in the fair value of financial instruments (IAS 39) Adaptations to minority interests
-4,995
EPRA Earnings (attributable to the shareholders of the parent company) EPRA Earnings (EUR/share) (attributable to the shareholders of the parent company)
EPRA Net Asset Value Net Asset Value (attributable to the shareholders of the parent company) according to the annual accounts Net Assets (EUR/share) (attributable to the shareholders of the parent company)
341
“ Retail Estates was for the first time included in the EPRA annual report Survey and was awarded a silver award. “
36,473 4.11
EUR/1000 474,170 53.48
Effect of exercise of options, convertibles and other equity interests Diluted net asset value after effect of exercise of options, convertibles and other equity interests
474,170
Excluding: Fair value of the financial instruments EPRA NAV (attributable to the shareholders of the parent company) EPRA NAV (EUR/share) (attributable to the shareholders of the parent company)
-28,155 502,325 56.66
63
Management report
EPRA Triple Net Asset Value (attributable to the shareholders of the parent company)
EUR/1000
Estimated rental value of vacant surfaces
EPRA NAV (attributable to the shareholders of the parent company)
502,325
Including: Fair value of the financial instruments
53.48
EPRA Net Initial Yield
EUR/1000
Investment properties (excluding assets held for sale) fair value
24,737
Investment value
1,025,536
Project developments
67,956
EPRA Vacancy Rate
1.99%
EPRA Cost Ratio Operating corporate costs
EUR/1000 2,841
Impairments on trade receivables
102
Ground rent costs
292
Property costs
4,504
Less: Ground rent costs
-292
EPRA costs (incl. vacancy costs)
7,447
11,328
B
Annualised gross rental income
1,014,208 67,956
Property costs
Vacancy costs EPRA costs (excl. vacancy costs)
-173 7,274
-882
A
Notional rent expiration of rent free period or other lease incentives
64
Estimated rental value of total portfolio
1,000,799
Transfer taxes
Topped-up net annualised rent
1,355
474,170
EPRA NNNAV (EUR/share) (attributable to the shareholders of the parent company)
Annualised net rental income
EUR/1000
-28,155
EPRA Triple Net Asset Value (attributable to the shareholders of the parent company)
Investment value of the properties, available for rent
EPRA Vacancy Rate
67,074
Rental income less ground rent costs
0
61,782
%
C
67,074
EPRA Cost Ratio (incl. vacancy costs)
12.05%
EPRA Net Initial Yield (NIY)
A/B
6.61%
EPRA Cost Ratio (excl. vacancy costs)
11.77%
EPRA topped-up Net Initial Yield (topped-up NIY)
C/B
6.61%
Annual report 2015-2016 I Retail Estates
EPRA Evolution of the gross rental income (EUR/1000) 2015-2016
Rental income
Gross rental incomes at constant scope
Acquisitions
55,041
7,245
Disposals Prior period adjustments -212
Gross rental income 2015-2016 62,074
2014-2015
Rental income
Gross rental incomes at constant scope
Acquisitions
51,767
2,172
Disposals Prior period adjustments -748
Gross rental income 2014-2015 53,191
65
Retail Estates nv on the stock exchange
Retail estates nv on the stock exchange 66
4
Annual report 2015-2016 I Retail Estates
O1
Performance
70
O2 Dematerialisation of bearer shares
74
O3 Liquidity provider
75
O4 Shareholders’ agenda
75 67
-›
Retail Estates nv on the stock exchange
Retailpark v-mart, Brugge
68
Annual report 2015-2016 I Retail Estates
01.04.2015
01.04.2014
01.04.2013
31.03.2016
31.03.2015
31.03.2014
Highest share price
80.71
76.99
61.00
Opening price at 1 April
73.83
58.95
58.00
Closing price at 31 March
78.00
76.64
58.92
Average share price
73.53
64.91
56.35
Net asset value (NAV) (IFRS)
53.48
50.43
48.90
Net asset value (after dividend) (IFRS)
50.28
47.33
45.90
Premiums NAV relative to closing price
45.85%
51.97%
20.49%
3.20
3.10
3.00
2.336
2.325
2.25
Dividend yield
4.28%
4.22%
5.36%
Return net result on shareholders' equity
8.86%
9.24%
8.01%
77.11%
81.15%
86.55%
8,866,320
7,559,473
7,290,411
Market capitalisation (EUR million)
691.57
579.36
429.55
Free float percentage
100%
100%
100%
Average daily volume
4,664
2,939
1,929
1.189.395
749.458
493.940
Gross dividend Net dividend
Pay-out ratio (consolidated) Number of shares
Annual volume
69
Retail Estates nv on the stock exchange
01 Performance
Market capitalisation Retail Estates nv is listed on the Euronext continuous market. Relevant benchmarks for mid-caps and small-caps were launched on
Market capitalisation (in million EUR) 800 700 600 500 400 300
1 March 2005 as part of Euronext’s plans to reform and harmonise its price list and promote the
200 100
recognisability and liquidity of small and medium-sized enterprises.
0 31/03/98 31/03/99 31/03/00 31/03/01 31/03/02 31/03/03 31/03/04 31/03/05 31/03/06 31/03/07 31/03/08 31/03/09 31/03/10 31/03/11 31/03/12 31/03/13 31/03/14 31/03/15 31/03/16
Retail Estates nv is included in the BelMid-index and the Vlam 21-index. The BelMid-index currently comprises 34 companies, and the Vlam 21-index 21 companies. 300
As of 31 March 2016, the market capitalisation of Retail Estates nv
250
amounts to EUR 691.57 million. 200
Based on Euronext’s criteria, Retail Estates nv has a free float
150
percentage of 100 %. 100
70
50
0
200 100
Annual report 2015-2016 I Retail Estates
0
Retail Estates nv - Bel 20
300
Retail Estates
250
200
150
Bel 20 100
50
0 31/03/98 31/03/99 31/03/00 31/03/01 31/03/02 31/03/03 31/03/04 31/03/05 31/03/06 31/03/07 31/03/08 31/03/09 31/03/10 31/03/11 31/03/12 31/03/13 31/03/14 31/03/15 31/03/16
Stock exchange price The share price reached its highest
Estates-share relative to the BEL 20
has increased by 5.65%. The EPRA
level of the year on 18 December
since the its listing. The share value
Belgium REIT index increased by
2015 (EUR 80.71) and ultimately
of Retail Estates nv increased over
1.79%.
closed at EUR 78.00 at the end of
this period by 147.38%, compared
250 financial year. the
to an increase of the BEL 20 by 13.30%.
The annual average price is EUR 200
73.53. The graph above shows the
Over the past financial year, the
stock performance of the Retail
price of the Retail Estates nv share
150
“ The share value of Retail Estates nv increased over this period by 147.38º/ , º compared to an increase of the BEL 20 by 13.30º/ .” º
100
71 50
0
Retail Estates nv on the stock exchange
Retail Estates nv - EPRA Belgium REIT Index 250
Retail Estates
200
150
EPRA Belgium REIT Index
100
50
0
31/03/08
31/03/09
31/03/10
31/03/11
31/03/12
31/03/13
31/03/14
Premiums and discounts
31/03/15
31/03/16
Dividend
The net asset value at fair value
previous year. This increase is due to
The proposal which the board
This is equal to a gross dividend of
increased from EUR 50.43 on
the positive variances in the value of
of directors put forth at the
EUR 3.20, for shares which have
31 March 2015, to EUR 53.48 on
the investment properties and the
shareholders’ meeting, regarding
been eligible for a dividend from
31 March 2016 (dividend included).
result achieved in the financial year.
the allocation of the results of
1 April 2015 (8,866,320 shares).
the financial year that ended on The EPRA net asset value (i.e.
31 March 2016, consists of paying
It represents a 3.23% increase
real value including the dividend,
out a gross dividend (before
compared to the dividend received
but excluding the value of the
withholding tax) of EUR 28.37
for the financial year that ended on
financial instruments) is EUR 56.66,
million.
31 March 2015.
compared to EUR 53.68 in the
72
Annual report 2015-2016 I Retail Estates
Retail Estates nv - NAV EPRA 90 80
Retail Estates nv
70 60
NAV EPRA
50 40 30 20 10 0 31/03/10
31/03/11
31/03/12
31/03/13
31/03/14
31/03/15
31/03/16
Linear bonds Some investors regard real estate as
Regulated real estate company
a bridge between an investment in
Risk profiles and returns within a
Some important factors, which play
exchange, the performance of Retail
shares on the one hand, and a bond
certain category of investments can
an instrumental role in determining
Estates nv has consistently been on
investment or a treasury note on the
differ significantly, depending on the
the performance of RRECs, are both
a par with market norms, in line with
other. The dividend return of Retail
focus, the nature of activities, and
the type and location of properties,
the management’s expectations
Estates nv over the past financial
the specific features of the company
the kind of tenants, the non-
at the start of the financial year,
year (with a gross dividend of
that issued the shares.
occupancy rate, the level of interest
and commensurate with the
EUR 3.20) is 4.28%, relative to the
rates, and the general stock market
performance of other Belgian
closing price of the share (dividend
climate.
RRECs with comparable occupancy
excluded). The ten-year interest
rates and value growth in their real
rate for linear bonds is 0.67% on 31
estate.
March 2016.
The higher the risk, the higher the return required by an investor.
Since its listing on the stock
73
Retail Estates nv on the stock exchange
02 Dematerialisation of bearer shares
Legal context The law of 14 December 2005
conversion to dematerialised
(Belgian State Gazette 23
securities or registered securities.
December 2005) abolishing bearer securities, prohibits the issue of new
After this period, any unconverted
bearer shares with effect from 1
shares were automatically
January 2008.
converted to dematerialised securities and deposited by two
Since then, any bearer shares
directors in a securities account.
in a securities account have automatically been converted to
The Bearer shares which still existed
dematerialised securities.
on 30 September 2015 (933) were sold under the aforementioned
Following the implementation of the
legislation, and the proceeds were
above-mentioned law, newly issued
deposited to the deposit and
shares of Retail Estates nv cannot
consignment office.
be delivered physically. The auditor has issued a report on Until 31 December 2013, at the
the Compliance with the related
latest, holders of bearer securities
legal requirements.
that have not been converted automatically under the above paragraphs could request their
74
Annual report 2015-2016 I Retail Estates
03
04
Liquidity provider
Shareholders’ agenda
KBC Securities has been acting as
The annual shareholders’ meeting
Dividend made available for payment
market maker since 1 April 2003,
and the publication of the 2015-
Announcement half-yearly results
promoting the marketability of
2016 annual results will be held
shares.
in the offices of Retail Estates nv,
Announcement annual results of the financial year 2016-2017
8 July 2016 25 November 2016 26 May 2017
Industrielaan 6, Ternat, Belgium, on The 12-month fee for the past
Friday 1 July 2016 at 10:00am.
financial year amounts to EUR 0.02 million (VAT excluded).
75
Real estate report
real estate report 76
5
Annual report 2015-2016 I Retail Estates
O1
The market of out-of-town retail properties
O2 The real estate portfolio O3 Reports of real estate experts
79 81 106
77
Real estate report Vastgoedverslag
Retailpark T-Forum, tongeren -›
78
Annual report 2015-2016 I Retail Estates
01 The market of out-of-town retail properties Virtually unbridled growth appeared
and EUR 100/m2 in smaller ones,
several years been below 2% in
with returns on high-end prime
the portfolio of Retail Estates
market locations between 5% and
nv. Tenants of out-of-town retail
5.50%. About fifteen years ago,
properties are fiercely loyal to
the highest rents amounted to EUR
their sales outlets. This is due
75/m2 per year, and returns were
to the quality of the location on
between 9% and 10%.
the one hand, and the granting
to be possible in the 1980s and
of socio-economic permits on
the early 1990s. Tighter legislation
The trend of rising rents came to
the other. The permits are issued
put an end to this proliferation
a halt in 2009, with the exception
for buildings, not to tenants.
midway through the 1990s, though.
of properties at high-end prime
Moreover, this kind of properties
Numerous ‘opportunity seakers’
locations. At these locations tenants
are rented out while they are
have since disappeared on account
try to keep the rent payable by
still in the carcass stage (i.e., the
of the growing complexity of
limiting the rented area rented.
shell of the building) and tenants
the market. The supply of new
“Today, the Belgian market of out-of-town retail properties is characterised by considerable stability among long-term investors and tenants.”
invest significant amounts in
properties, especially in Flanders,
These two factors – i.e., the increase
furnishing the shops, which makes
in increased presence of institutional
has decreased markedly, but
in the average rent and the decrease
them even less inclined to relocate.
investors. Also affluent individuals
demand has remained stable.
in the average return – have
This has resulted in rising rents
reinforced the growth in value of
Most tenants of Retail Estates nv’s
and falling returns. The market
properties at prime locations over
properties are chain stores that
of out-of-town retail properties
the past twenty years. Today, the
have, in recent years, acquired the
Ten institutional investors are
has established its own position
Belgian market of out-of-town
best sites, often at the expense of
now highly active in this segment.
alongside city centre retail premises,
retail properties is characterised by
local SMEs, which, historically, have
Generally speaking, Belgium has
offices and semi-industrial real
considerable stability among long-
always dominated these locations.
more and more integrated retail
estate.
term investors and tenants.
In this sense, the development that
parks, comparable with those
has occurred is similar to what has
found close to every conurbation in
show an increasing interest in this type of real estate.
For prime locations, tenants are
The best barometer to measure the
happened in high streets. On the
countries like the United Kingdom
currently paying annual rents of EUR
demand is the rate of unoccupied
investment side, the attractive ratio
and France. Retail parks in Belgium
125 to 150/m in major conurbations,
properties, which has now for
of supply and demand has resulted
tend rather to be small (15,000 to
2
79
Real estate report
20,000m²), and are mostly situated
districts on the outskirts of larger
with restricted activities. These
been subjected to a facelift or will
in the French-speaking part of the
conurbations and they often form
areas have space for further
be within a medium term. Even the
country (Wallonia). In Flanders, new
clusters which seek proximity to
establishments. We cannot exclude
expansion of such sites offers Retail
parks likely occur in small urban
each other.
the possibility that many new
Estates nv attractive prospects.
areas, such as retail parks T Forum
80
developments will be realised as a
and Be-MINE Boulevard respectively
The contemporary vision of urban
result of the regionalisation of the
It is labour-intensive to select
in Tongeren and Beringen.
and spatial planning embraces
place of business policy, which has
suitable opportunities and plan and
greater cohesion and clarity.
become effective on 1 July 2014.
manage these alterations. They
An important part of the Retail
Increasingly, certain zones are
Estates nv’s properties are located
explicitly being earmarked as
During the past years, Retail
are rewarded with a higher return on
adjacent to major peripheral
areas for large retail outlets and
Estates nv has acquired various
rents.
motorways or near residential
other zones as areas for shops
retail parks. Several of them have
require the necessary expertise, but
Annual report 2015-2016 I Retail Estates
02 The real estate portfolio
Investment strategy and profile
a period of 18 years, the company
The value of the real estate
Type of building1
has established a significant
portfolio of the public RREC has
Definitions
portfolio which, on 31 March 2016,
increased by 19.55% compared to
Individual peripheral retail
consists of 634 retail properties,
the value on 31 March 2015 (EUR
properties are solitary retail
covering a total built-up retail area
837.12 million). This is the result of
properties adjacent to the public
of 708,879m². Their fair value of
acquisitions, as well as the delivery
highway. Every outlet has its own car
the real estate portfolio totals EUR
of several properties under its own
park and entrance and exit roads,
Since 1998, Retail Estates nv has
1,000.80 million. The investment
development.
connecting it to the public highway,
been investing in out-of-town retail
value amounts to EUR 1,025.54
properties, alongside roads. Over
million.
and making it easily recognisable. In The occupancy rate is 98.22%.
the immediate vicinity, there are, in principle, no retail properties of the same kind.
growth Retail Estates portfolio between 1998 and 2016 Area m2
Retail clusters are a collection of suburban retail properties, located
Fair value (in thousands EUR)
1100000
along the same traffic axis and,
1000000
from the consumer’s point of view, they form a self-contained whole,
900000
although they do not possess a
800000
joint infrastructure other than the
700000
traffic axis. This is the most typical
600000
concentration of suburban retail
500000
properties in Belgium.
400000
Retail parks are made up of retail
300000
properties that, in conjunction
200000
with other shops, form part of an
100000 0 1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
1 The diagrams in this chapter show percentages based on the total surface on 31 March 2016.
Until 31 March 2003: investment value From 1 April 2004: fair value (valuation according to IFRS)
81
25.09º/ º
25.09º/ º Real estate report
16.24º/ 16.24º/
º
º
less than EUR75
between EUR 75 and EUR 90
less than EUR75
between EUR 75 and EUR 90 between EUR 90 and EUR 100 between EUR 90 and EUR 100between EUR 100 and EUR 125
integrated commercial complex.
between EUR 100 and EUR 125 more than EUR 125
G eographical spread more than EUR 125
TypE building 6.03º/
All properties use a central car park 6.03º/
with a shared entrance and exit
Geographical spread
At the time of the incorporation of
º
Retail Estates nv, more than 70% of
º
its retail properties were located in 25.82º/
road. This enables consumers to go to several shops without having to
25.82º/
move their cars. A location of this
º
º
the Walloon Region. This reflected
37.93º/
the far greater supply of out-of37.93º/
kind will typically have at least five
º town real estate available in this
properties.
part of the country. 68.15º/
Other real estate consists mainly
68.15º/
of offices, residential dwellings,
62.07º/ 62.07º/
Since then, the ratio has changed,
º
with 62.07% of the portfolio located
º
in the Flemish Region, compared
hospitality establishments and a
Individual peripheral retailto properties 37.93%
logistics complex at Erembodegem.
Retail clusters and retail parks Individual peripheral retail properties
The Erembodegem site was leased
Retail clusters and retail parks other
in its totality to Brantano nv under a
other
in the Walloon Region.
These figures are more in line with
flemish region flemish region walloon region
the way in which the population is distributed across the two regions.
10-year lease agreement that ends on 31 May 2024. Retail Estates nv only invests in real estate properties
Now, Retail Estates nv has only
used for the aforementioned
two retail properties in the Brussels
purposes if they are already
Region. This region hardly knows
embedded in a retail property or are
peripheral real estate and is
part of a real estate portfolio that
therefore not actively observed by
can only be acquired as a whole.
Retail Estates nv.
Retail premises under development are premises that form part of a new-build project or a renovation project.
1,78 0,98 1,22 2,08 2,50 2,78
8.28
1,78 0,98 1,22 2,08 2,50 2,78
8.28
27,77 27,77
4,22
4,22 5,73 5,73
82
º
7,30 7,30 7,86
16,69
clothing/footwear
garden/animal
clothing/footwear
garden/animal Interio/decoration
office/paper
Interio/decoration
Food office/paper
Restaurant/bar
Food
DIY Restaurant/bar
drugstore
DIY
drugstore electrical goods
Fitness
electrical goods
Fitness toy retailers
toy retailers 16,69 Household goods
Household vacancygoods miscellaneous
vacancy miscellaneous
walloon region
º
º
between EUR 100 and EUR 125 more than EUR 125
6.03º/
Annual report 2015-2016 I Retail Estates
º 25.82º/
º 37.93º/
º
Commercial activities of tenants
Tenants : chain stores versus SMEs
90.16%. These tenants are less
Rent per m²
Retailers selling footwear and
Since its incorporation, Retail
62.07º/ sensitive than local independent º
The differences in rent are not
clothing (27.77%) and retailers
Estates nv has focused on mainly
SMEs to changing conditions in the
only due to the characteristics of
letting out its properties to chain
local market. A temporary local
the location, but are often also
stores and/or franchise issuers.
fall in turnover caused by road
attributable to the term of the lease
works, for example, will not cause flemish region
agreements, which, in the best-
68.15º/
º selling home furnishing (interior/
decoration, DIY and electro, together 31.85%), account for more than Individual peripheral retail properties 59% of the leased surface area. Retail clusters and retail parks Both
For the purposes of this analysis,
any problems capable of walloonliquidity region
case scenario, can be reviewed only
other a stable basis. categories provide
‘chain store’ shall mean a large
jeopardising the payment of rent for
every 9 years, or otherwise not until
Retailers selling food represent only
retail company with at least
chain stores. As most chain stores
18 or 27 years later. The demand
10.81%. Socio-economic permits
five sales outlets and central
are organised nationally, and often
for long-term lease agreements
for all these activities are the most
accounting. Already in 1998, the
internationally, they can rely on a
can be explained by the significant
difficult to obtain. This is conducive
company was letting out 82% of
strong professional organisation and
amounts that tenants invest in
to an increase in the value of the
its properties to chain stores of
a marketing unit that can promote
furnishing the premises, and also
properties on the one hand and a
this kind. On 31 March 2016 the
the attractiveness of every individual
by the advantages that long-term
stronger loyalty to the location on the
percentage chain stores and/
outlet.
contracts offer investors, because
other.
or franchise issuers represents
the tenant is bound by the rent and They also make significant
Commercial activities of tenants 1,78 0,98 1,22 2,08 2,50 2,78
will not be keen to renegotiate the
marketing efforts which can be advantageous to the real estate
8.28
location. 27,77
4,22 5,73 7,30
clothing/footwear
garden/animal
Interio/decoration
office/paper
Food
Restaurant/bar
DIY
drugstore
electrical goods
Fitness
toy retailers
vacancy miscellaneous
Household goods 16,69 7,86
“ The contemporary vision of urban and spatial planning embraces greater cohesion and clarity. ”
10,81
83
º/
Real estate report
rent for fear of putting the outlet at
retail properties, which, due to the
risk.
higher market prices, are typically rented out at higher prices than the
The average contractual rent per
average of the existing real estate
m² amounts to EUR 95.86 per year.
portfolio.
Compared to 1998 (EUR 61.15/ m²) this represents an increase
Tenants and contracts
of 56.76%. This increase is partly
The top 20 tenants of Retail
due to inflation and rent increases
Estates nv represent 55.79%
and partly due to the increase in
of the gross rental income, and
the number of recently established
53.66% of the total surface area of the properties in the real estate portfolio. They represent 291 shops.
Huurprijs per m
2
18.22º/
The weighted average term of the
18.35º/ º
º
leases is 10.5 years. This does not derogate the exsisting theoretical risk that all tenants use their legally granted termination option at 22.10º/
25.09º/ º º
less than EUR75 between EUR 75 and EUR 90 between EUR 90 and EUR 100 between EUR 100 and EUR 125 more than EUR 125
º 25.82º/
the end of the current three-year period. In this case all shop will be empty within 3 years and 6 months.
16.24º/
84
º
º 37.93º/
º
Annual report 2015-2016 I Retail Estates
Summary of key figures RETAIL ESTATES 31.03.16 Estimated fair value2 (in €) Yield (investment value) Contractual rents (in €) Contractual rents incl. rental value of vacant buildings (in €) Total m² in portfolio Number of properties Occupancy rate Total m² under development
31.03.15
31.03.14
1,000,799,000
837,121,000
745,916,000
6.64%
6.80%
6.93%
66,600,791
55,880,428
51,144,211
67,956,128
56,511,608
51,823,578
708,879
611,076
570,870
634
554
548
98.22%
98.78%
98.17%
6,552
32,496
1,800
2 This fair value also contains the project developments, which are not included in the fair value as mentioned in the real estate experts’ conclusions on 31 March 2016 (see further in this chapter).
Important note
All of these retail properties were
On 31 March 2016, the real estate
built before 1989 and are similar to
portfolio of Retail Estates nv
those owned by Retail Estates nv in
consists of real estate properties
terms of location and rent.
owned by Retail Estates nv and its subsidiaries.
Real estate portfolio of Immobilière Distri-Land nv On 31 March 2016, the real estate portfolio of Immobilière Distri-Land
“ Tenants of out-of-town retail properties are fiercely loyal to their sales outlets. This is due to the quality of the location on the one hand, and the granting of socio-economic permits on the other. ”
nv consists of 11 retail properties that have been rented out completely.
85
Real estate report
Overview real estate portfolio Below is an overview of the real estate portfolio of Retail Estates nv and its subsidiaries on 31 March 2016. Province
Cluster/IBW Address
Antwerp
Cluster AntwerpNorth
Gross Tenants surface (m²)
ERV (EUR)
Acquisition value (EUR)
4,455,159.27
4,53,188.88
69,658,107.98
L&L RETAIL BELGIUM SA FUN BELGIUM nv LEGIO IMMO BELGIUM nv ALDI RIJKEVORSEL nv AVEVE NV BEDDEN EN MATRASSEN BV FABRIMODE NV C&A BELGIE CV CARPETLAND NV CHARLES VOGELE BELGIUM NV MENATAM SA EURO SHOE GROUP NV MAXI ZOO BELGIUM BVBA NEW VANDEN BORRE NV PEETERS KIP AAN’T SPIT BVBA PRO-DUO NV SCHOT’S VISHANDEL BVBA ZEEMAN TEXTIELSUPERS NV VACANT KREFEL NV ORCHESTRA-PREMAMAN NV MEDINA NV L,TORFS NV HET BROEKENPALEIS NV JBC NV
Bredabaan 964-968, 2170 Merksem Bredabaan 891-893, 2170 Merksem Bredabaan 1203-1215, 2900 Schoten
32,275
86
Rental income (EUR)
Annual report 2015-2016 I Retail Estates
Province
Cluster/IBW Address Cluster AntwerpSouth
Boomsesteenweg 649-651, 2610 Wilrijk Boomsesteenweg 652, 2610 Wilrijk Boomsesteenweg 941-945, 2610 Wilrijk Boomsesteenweg 800, 2610 Wilrijk Antwerpsesteenweg 65, 2630 Aartselaar Boomsesteenweg 62-68/86, 2630 Aartselaar Koningin Astridlaan 83-85-87, 2550 Kontich
Cluster Lier
Donk 54/1-54/4, 2500 Lier Antwerpsesteenweg 308/366, 2500 Lier
Gross Tenants surface (m²)
Rental income (EUR)
ERV (EUR)
Acquisition value (EUR)
3,128,910.33
3,511,890.00
39,602,728.79
802,074.12
897,220.00
7,590,290.42
HANDELSMAATSCHAPPIJ PAUL LAMBRECHTS NV KREFEL NV OBEY NV RESIDENTIAL CARPETLAND NV KEUKENONTWERPERS NV PRO-DUO NV SCHRAUWEN SANITAIR EN VERWARMING NV DARKOM BVBA HILTI BELGIUM NV EDENWOOD NV ODYSSEUS BOUWMARKTEN NV BEDDEN EN MATRASSEN BV HET KEUKENHUIS NV MAXI ZOO BELGIUM BVBA BMS NV FUN BELGIUM NV ORCHESTRA-PREMAMAN NV PIOCHEUR NV ZEBULAH NV BASIC FIT BELGIE LIN’S C&A BELGIE CV EURO SHOE GROUP NV
32,595 ANISERCO NV HEYTENS NEW VANDEN BORRE NV MANYLION BVBA BRANTANO NV KREFEL NV SLAAPADVIES BVBA BELGACOM MOBILE NV FUN BELGIUM NV
8,293
87
Real estate report
Province
Cluster/IBW Address Cluster MechelenNorth
Oscar Van Kesbeecklaan 7, 2800 Mechelen Elektriciteitsstraat 39, 2800 Mechelen Guido Gezellelaan 6-20, 2800 Mechelen Rode Kruisplein 20, 2800 Mechelen Liersesteenweg 432, 2800 Mechelen
Cluster MechelenSouth
Brusselsesteenweg 437-441, 2800 Mechelen Geerdegemstraat 148, 2800 Mechelen
Cluster Westerlo
Hotelstraat 10, 2260 Oevel
Individual peripheral retail properties and others
Slachthuisstraat 27, 2000 Antwerpen Frans Beirenslaan 51, 2150 Borsbeek Geelsebaan 64, 2460 Kasterlee Antwerpsesteenweg 482-484, 2660 Hoboken Nekkerspoelstraat 447, 2800 Mechelen
Gross Tenants surface (m²)
ERV (EUR)
Acquisition value (EUR)
1,258,227.37
1,420,185.00
17,720,374.42
916,389.13
874,645.00
8,954,399.22
642,368.71
840,265.00
10,377,844.37
690,593.89
667,570.00
9,644,126.33
PRIMO STADION NV MAXI ZOO BELGIUM BVBA BRANTANO NV VEDEA 1885 - DE KROON NV LEEN BAKKER BELGIE NV NEW VANDEN BORRE NV VACANT RESIDENTIAL (VACANT) DANS- EN EXPRESSIE VZW PRO-DUO NV ORCHESTRA-PREMAMAN NV BABYDUMP BV PIOCHEUR NV FUN BELGIUM NV
13,919 INTRES BELGIUM XP BVBA FABRIMODE NV MENATAM SA BRANTANO NV NEW VANDEN BORRE NV REDISCO BVBA L&L RETAIL BELGIUM SA RESIDENTIAL LEGIO IMMO BELGIUM NV
7,535 C&A BELGIE CV EURO SHOE GROUP NV FABRIMODE NV KWANTUM BELGIE BV GEELEN MARIA PIOCHEUR NV PRIMO STADION NV ZEBULAH NV ZEEMAN TEXTIELSUPERS NV KP DECOR BVBA VACANT
11,102 ALDI RIJKEVORSEL NV CARPETLAND NV SINT-NIKLAAS DOE HET ZELF NV HUBO BELGIE NV
6,826
88
Rental income (EUR)
Annual report 2015-2016 I Retail Estates
Province
Cluster/IBW Address
Brussels
Jerusalemstraat 48-50, 1030 Schaarbeek Individual peripheral retail Ninoofsesteenweg 510, 1070 Anderlecht properties and Charleswoestlaan 219-312, 1090 Jette others
Hainaut
Cluster Ath
Gross Tenants surface (m²)
Rental income (EUR)
ERV (EUR)
Acquisition value (EUR)
229,347.67
229,800.00
2,764,160.90
539,956.35
664,935.00
6,475,296.22
713,777.89
701,792.50
10,898,022.47
699,111.34
705,452.87
5,061,693.93
ALDI CARGOVIL-ZEMST NV ORCHESTRA-PREMAMAN NV KOSTOPOULOS SAMBITO GIOVANNI BUSTERNA
2,223 Chaussée de Bruxelles 60, 7800 Ath
EURO SHOE GROUP NV AGIK SPRL KRUIDVAT BVBA MATCH SA ZEEMAN TEXTIELSUPERS NV BASE COMPANY NV PIOCHEUR NV ELECTRO AV NV ACTION BELGIUM ALKEN MAES NV MONI SPRL
5,270 Rue du Campinaire 72-82, 6250 Aiseau-Presles Cluster Aiseau-Presles
OMEGA NV RSDECO AVEVE NV ELECTRO AV NV ALDI GEMBLOUX SA EURO SHOE GROUP NV
8,182 Cluster Tournai Rue des Roselières 10, 7503 Froyennes
CHAUSSURES MANIET SA DELCAMBE CHAUSSURES SPRL HEYTENS ANISERCO NV PIOCHEUR NV CARGLASS NV BRSL SPRL
Rue des Roselières 3, 7503 Froyennes Rue de Maire 13A-D/18E, 7503 Froyennes
6,084
89
Real estate report
Province
Cluster/IBW Address Individual peripheral retail properties and others
Gross Tenants surface (m²)
ERV (EUR)
Acquisition value (EUR)
3,540,564.67
40,947,386.53
ELEKTRO DEPOT BELGIQUE SA WIBRA BELGIE NV MEGA STORE SPRL SAY SPRL JBC NV E5 MODE NV NEW VANDEN BORRE NV DO INVEST NV MATCH SA POINT CARRE SPRL DFA1-CENTRE FUNÉRAIRE MARCHANT BVBA MOBISTAR NV PROFI SA ALDI GEMBLOUX SA DISTRILED CENTRE BVBA LIDL EURO SHOE GROUP NV CHARLES VOGELE BELGIUM NV CODDS SPRL NIKE RETAIL BV GAMMS SPRL BASIC FIT BELGIE PIOCHEUR NV CASHALLO SPRL AVEVE NV BRANTANO NV VACANT LEONARDO SPRL ANISERCO NV CARPETLAND NV MAXI TOYS BELGIUM SA BASSANI SPRL MC DONALD’S BELGIUM INC, JCDECAUX BILLBOARD SA ORCHESTRA-PREMAMAN DI SA FABRIMODE NV ACTION BELGIUM BVBA
Route Nationale 5, 6041 Gosselies Route de la Basse Sambre 713, 6060 Gilly Avenue du Centenaire 50, 6061 Montignies-sur-Sambre Rue de la Persévérance 7-13, 6061 Montignies-sur-Sambre Rue de Leernes 2, 6140 Fontaine-l’Evêque Chaussée de Mons 322-324, 6150 Anderlues Rue Dewiest 86, 6180 Courcelles Rue des Français 152, 6200 Châtelet Chaussée de Gilly 38, 6220 Fleurus Rue de Bertransart, 6280 Gerpinnes Rue d’Anderlues 110, 6530 Thuin Chaussée de Binche 50/129, 7000 Mons Chaussée de Ghlin 26, 7000 Mons Avenue Wilson 421, 7012 Jemappes Rue de la Station 125, 7060 Soignies Chaussée de Roeulx 351-353, 7060 Soignies Avenue de la Wallonie 6, 7100 La Louvière Rue Zéphirin Fontaine 76A/140, 7130 Binche Rue des bureaux 3B, 7160 Chapelle-lez-Herlaimont Rue du Grand Hornu 63/77, 7301 Hornu Route de Mons 107, 7390 Quaregnon Route de Mons 124, 7390 Wasmuel Rue de la Taverne du Maire 3, 7503 Froyennes Rue Neuve Chaussée, 7600 Péruwelz
40,929
90
Rental income (EUR)
3,434,243.61
Annual report 2015-2016 I Retail Estates
Province
Cluster/IBW Address
Limburg
Cluster Beringen
Koolmijnlaan, 3580 Beringen
Cluster GenkHasseltweg
Hasseltweg, 3600 Genk Wilde Kanstanjelaan 3, 3600 Genk
Cluster Lommel
Binnensingel 46-54, 3920 Lommel
Gross Tenants surface (m²)
Rental income (EUR)
ERV (EUR)
Acquisition value (EUR)
1,743,166.61
1,897,048.33
31,004,053.35
711.142,07
723,575.00
9,346,626.78
700,621.52
650,785.00
10,724,969.43
BRICO BELGIUM NV ALBERT HEIJN BELGIE NV MAXI ZOO BELGIUM BVBA MAGS BVBA MEDINA NV L&L RETAIL BELGIUM SA MONASHEE BVBA H&M HENNES & MAURITZ SA FABRIMODE NV C&A BELGIE NV AVA PAPIERWAREN NV NEW VANDEN BORRE NV
17,637 VAN BEUREN INTERIORS BVBA KVIK A/S GOBREL SA TOYCHAMP BELGIUM NV SEATS AND SOFAS NV BUDGETSLAGER NV ALDI HEUSDEN-ZOLDER VACANT
9,971 SPORTSDIRECT,COM BELGIUM LIDL LEEN BAKKER BELGIE NV KREFEL NV
6,938
91
Real estate report
Province
Cluster/IBW Address Cluster Tongeren
Luikersteenweg 151, 3700 Tongeren
Individual peripheral retail properties and others
Genkersteenweg 160, 3500 Hasselt Genkersteenweg 247, 3500 Hasselt Vredelaan 34, 3530 Houthalen Grote Baan 212, 3530 Houthalen Meylandtlaan 171, 3550 Heusden-Zolder Maaseikersteenweg 197, 3620 Lanaken
Gross Tenants surface (m²)
ERV (EUR)
Acquisition value (EUR)
2,315,813.26
2,799,780.00
37,887,508.27
779,508.90
919,541.07
11,760,548.05
JBC NV L, TORFS NV ADL CONSULT BVBA PRO-DUO NV EURO SHOE GROUP NV KLEDING VOSSEN NV NEW VANDEN BORRE NV MONASHEE BVBA DREAMLAND NV FABRIMODE NV KRUIDVAT BVBA E5 MODE NV BRANTANO NV C,C,I,T, BVBA GOBREL SA PIOCHEUR NV AVA PAPIERWAREN NV DELIEVEC BVBA DELHAIZE GROEP LIDL ACTION BELGIUM BVBA MAXI ZOO BELGIUM BVBA DESCARTO BVBA LEEN BAKKER BELGIE NV GROEP L,B,M, BVBA
30,930 PRIMO STADION NV PIOCHEUR NV CARPETLAND NV GROUP GL INTERNATIONAL NV JBC NV LIDL AVA PAPIERWAREN NV E5-MODE NV DELIEVEC TOYCHAMP BELGIUM NV
9,730
92
Rental income (EUR)
Annual report 2015-2016 I Retail Estates
Province
Cluster/IBW Address
Liège
Cluster Blegny- Rue Champs de Tignée 4/14/20-34, 4671 Barchon Barchon
Gross Tenants surface (m²)
ERV (EUR)
Acquisition value (EUR)
1,098,022.27
1,129,690.00
14,723,348.85
1,254,971.20
1,317,970.00
15,612,101.66
WILMAR DECO SPRL LES PERES NOIRS SA OPTIC BARCHON SPRL CHAUD DIFFUSION SPRL SAKER-GRECO BRICOBA SA FORSUN SA INGI COIFFURE SPRL LES BOUCHERS DOUBLES LA CHINE WOK SPRL CIRCUS BELGIUM SA LA GLISSE 3D MANAGEMENT SPRL SEPTEMBRE 1965 SPRL DELHAIZE GROEP LIDL ATHOME DESIGN SA T,C, BONCELLES SPRL PHILIPPE STEVENS SPRL - DIGITHOME
11,871 Cluster Liège Edge of Town
Rental income (EUR)
ANISERCO NV PIOCHEUR NV STAR MODE SPRL KREFEL NV MAXI TOYS BELGIUM SA QUICK RESTAURANTS SA LEEN BAKKER BELGIE NV LA GRANDE RECRE BELGIQUE SPRL BURO MARKET NV ALDI VAUX-SUR-SURE SA DISTRILED LIEGE SPRL LEGIO IMMO BELGIUM NV DEV-CREATIONS SA ENGELS LIEGE BVBA
Boulevard Cuivre et Zinc 1-5, 4000 Liège Boulevard Frankignoul, 4000 Liège Boulevard Froidmont 13-23, 4000 Liège Boulevard Pointcaré 20-26, 4000 Liège
14,650
93
Real estate report
Province
Cluster/IBW Address Cluster Eupen
Rue Mitoyenne 1, 4700 Eupen Herbesthalerstraat 154, 4700 Eupen
Cluster Liège-Herstal
Rue des Naiveux 16/24B/40/44, 4040 Herstal Rue des Naiveux 7, 4040 Herstal Rue Arnold Delsupexhe 66B, 4040 Herstal
Gross Tenants surface (m²)
ERV (EUR)
Acquisition value (EUR)
865,434.12
826,760
12,949,150.31
642,352.68
616,611.02
4,989,445.68
1,691,288.39
1,687,875.00
27,862,526.74
PIOCHEUR NV ANISERCO NV BRANTANO NV C&A BELGIE CV CASSIS SA EURO SHOE GROUP SA JBC NV PRO-DUO NV VERITAS NV ORCHESTRA-PREMAMAN NV
9,142 GOBREL SA L&L RETAIL BELGIUM SA CHARLES VOGELE BELGIUM NV NEW VANDEN BORRE NV REDISCO BVBA AVA PAPIERWAREN NV
5,204 Cluster Rocourt Chaussée de Tongres 269, 4000 Rocourt
AUTO 5 NV ORCHESTRA-PREMAMAN NV KREFEL NV MEDI-MARKET PARAPHAMACIE LIEGE NV BDO DISTRIBUTION SA CHAUSSEA,BEL SPRL C&A BELGIE CV MENATAM SA HEMA BELGIE BVBA DISTRI JEMAPPES-ROCOURT SPRL JBC NV QUICK RESTAURANTS SA
10,955
94
Rental income (EUR)
Annual report 2015-2016 I Retail Estates
Province
Cluster/IBW Address Cluster Verviers
Gross Tenants surface (m²)
Rental income (EUR)
ERV (EUR)
Acquisition value (EUR)
3,293,805.00
48,389,251.74
DELHAIZE GROEP GEMEENSCHAP DELHAIZE/TOM&CO/LEENBAKKER ANISERCO NV LEEN BAKKER BELGIE NV BDO DISTRIBUTION SA BRANTANO NV PIOCHEUR NV REGIE DES BATIMENTS DECATHLON BELGIUM NV MC DONALD’S RESTAURANTS BELGIUM NV SECUREX CORPORATE MIAMI SUN SPRL ING BELGIQUE SA PHARMACIES POPULAIRES DE VERVIERS ET ARR, SCRL DREAMLAND NV PRO-DUO NV GROEP BOSSUYT BELGIE NV ELECTRO AV NV SND SA MENATAM SA MAISONS DU MONDE PARFUMERIE ICI PARIS XL SA CHAUSSEA,BEL SPRL L&L RETAIL BELGIUM SA 3D MANAGEMENT SPRL JBC NV DELIMMO SA MAXI ZOO BELGIUM BVBA PAPETERIE,BE SPRL KRUIDVAT BVBA EDCOM SCRL
Boulevard des Gérardchamps 118, 4800 Verviers Rue Fernand Houget 6A, 4800 Verviers Rue de la Station 8, 4800 Verviers
37,058
3,393,018.21
95
Real estate report
Province
Cluster/IBW Address Individual peripheral retail properties and others
Gross Tenants surface (m²)
Cluster Marche- Avenue de France 32/34/36/38/40/42/44/48, 6900 Marche-en-Famenne en-Famenne
Acquisition value (EUR)
1,734,217.80
1,351,470.00
17,046,928.32
1,511,523.25
1,660,705.00
17,976,308.52
MAXI TOYS BELGIUM SA KVIK A/S ZEEMAN TEXTIELSUPERS NV C&A BELGIE CV VACANT LEEN BAKKER BELGIE NV JMBA SPRL PIOCHEUR NV BASILE FAMILY SPRL H&M HENNES & MAURITZ SA HEMA BELGIE BVBA EUROVENTES ELECTRO AV NV FOLLOW UP SPRL CIVADIS SA HUBO BELGIE NV
Chaussée de Liège 13, 6900 Marche-en-Famenne Rue du parc Industriel 5/13, 6900 Marche-en-Famenne
15,183
96
ERV (EUR)
ACTION BELGIUM BVBA PROFI SA EURO SHOE UNIE NV VACANT SERAING DISCOUNT POINT CARRE SPRL AGORA LIBRIS SPRL LIDL ZANIMO SPRL BRANTANO NV BLEU CITRON SPRL ORCHESTRA-PREMAMAN NV ANISERCO NV RESIDENTIAL EURO SHOE GROUP NV
Rue Joseph Demoulin 15, 4000 Liège Rue de Chafnay 5-7, 4020 Jupille-sur-Meuse Rue Servais Malaise 29-31, 4030 Grivegnée Rue de Sewage 3, 4100 Seraing Route du Condroz, 4120 Neupré Avenue Laboulle 17, 4130 Tilff Chaussée Romaine S/N, 4300 Waremme Rue Joseph Wauters 25A, 4500 Huy Avenue du Bosquet 3, 4500 Huy Rue du Bay-Bonnet, 4620 Fléron Rue Bureau 56, 4620 Fléron Avenue Reine Astrid 236/242, 4900 Spa Boulevard des Anglais, 4900 Spa Rue du Chalet 95, 4920 Aywaille
16,603
Luxemburg
Rental income (EUR)
Annual report 2015-2016 I Retail Estates
Province
Cluster/IBW Address Individual peripheral retail properties and others
Rue de Marche 104, 6600 Bastogne Avenue de la Gare, 6720 Habay-la-Neuve Rue de la Vallée 100-108, 6780 Messancy Avenue de Bouillon 54, Libramont Rue de Neufchâteau 5, 6800 Libramont-Chevigny Rue de Libin 2/2A, 6800 Libramont L’Aliénau 18, 6800 Libramont Rue de la Girafe 21/25, 6830 Bouillon
Cluster Dinant
Tienne de l’Europe, 5500 Dinant
Cluster Gembloux
Campagne d’Enée 1-11, 5030 Gembloux
Gross Tenants surface (m²)
ERV (EUR)
Acquisition value (EUR)
1,474,068.69
1,438,764.30
23,022,101.26
499,211.20
512,595.00
6,454,671.73
807,786.58
793,540.00
12,485,203.34
JBC NV GB RETAIL ASSOCIATES SA ZEEMAN TEXTIELSUPERS NV MAXI MARKET SPRL GOBREL SA MAKE SPRL ZHAN LI FEN BLUE VISION MESSANCY (A CONSTITUER) ALDI VAUX-SUR-SURE SA PARTY 2000 SPRL MEUBLES DOURET ET FILS BRICO ARDENNE SPRL KREFEL NV AVA PAPIERWAREN NV OMEGA NV BPOST SA
18,778
Namur
Rental income (EUR)
BRANTANO NV ELECTRO AV NV LEEN BAKKER BELGIE NV CASSIS SA CHARTEX SA PAREE PIERRE NMD SPRL C&A BELGIE CV
5,330 MENATAM SA VANDEN BERGH SA AVA PAPIERWAREN NV AUGEM SPRL ELECTRO AV NV KRUIDVAT BVBA IDEAL DECOR ETS SA DISTRILED CENTRE BVBA LIDL
8,237
97
Real estate report
Province
Cluster/IBW Address Cluster Namen-North
Gross Tenants surface (m²)
14,867 Cluster Namen- Avenue Prince de Liège 114/115/117/120, 5100 Jambes South Chaussée de Liege 519, 5100 Jambes
8,523
Individual peripheral retail properties and others
Ancien Rivage 73, 5020 Malonne Chaussée de Wavre 42B, 5030 Gembloux Avenue Reine Elisabeth, 5300 Andenne Avenue de la Belle Mine 24, 5300 Andenne Rue de Neuville, 5600 Philippeville
1,530,680.35
1,526,350.00
19,064,443.14
835,538.47
840,699.85
12,967,505.84
390,752.75
449,840.00
4,144,556.55
615,029.14
714,910.00
4,153,657.49
BRICO BELGIUM NV BRANTANO NV MAXI TOYS BELGIUM SA PING AN 168 SPRL GOBREL SA BAVAROIS CONCEPT SPRL
5,045 ANISERCO NV BRANTANO NV MAXI TOYS BELGIUM SA NEW VANDEN BORRE NV EURO SHOE GROUP NV C&A BELGIE CV ALDI GEMBLOUX SA
6,163
98
Acquisition value (EUR)
NEW VANDEN BORRE NV BRANTANO NV ORCHESTRA-PREMAMAN NV QUICK RESTAURANTS SA KREFEL NV ECLIPSE SPRL
Chaussée de Marche 570/586, 5101 Erpent
Rue Baty des Puissances 1/11/12/27, 5190 Jemeppesur-Sambre
ERV (EUR)
FAST FOOD SPRL CCB CORPORATE SPRL 2 HB ANS SPRL C&A BELGIE CV CARREFOUR BELGIUM SA PIOCHEUR NV E5 MODE NV BRANTANO NV SND SA NCD SA ALDI GEMBLOUX SA MAISONS DU MONDE TIAN BAO SPRL
Rue de Sardanson 20, 5004 Bouge Chaussée de Louvain 261, 5004 Bouge Rue Louis Albert 5/6/7, 5020 Champion Chaussée de Louvain 562-564, 5020 Champion
Cluster Sambreville
Rental income (EUR)
Annual report 2015-2016 I Retail Estates
Province
Cluster/IBW Address
East Flanders
Leopold II-laan, 9200 Dendermonde Cluster Dendermonde- Mechelsesteenweg 35/51/136-138D-140, 9200 Mechelsestwg Dendermonde
Gross Tenants surface (m²)
ERV (EUR)
Acquisition value (EUR)
1,346,496.16
1,423,635.00
7,627,022.04
1,494,255.48
1,258,635.00
18,332,206.90
DELHAIZE GROEP BELLOLI BVBA PIOCHEUR NV LEEN BAKKER BELGIE NV FUN BELGIUM NV BASIC FIT BELGIE KREFEL NV RESIDENTIAL (VACANT) GAM NV KRUIDVAT BVBA
Oude Vest 70, 9200 Dendermonde
14,969 Cluster Eeklo
Rental income (EUR)
Stationsstraat 76/ 78/82-86 – Krügercenter, 9900 Eeklo Gentsesteenweg 1A, 9900 Eeklo
DI SA VACANT DAMART TSD NV HUNKEMÖLLER BELGIUM NV HANS ANDERS BELGIE BVBA L&L RETAIL BELGIUM SA L,TORFS NV C&A BELGIE CV PRIMO STADION NV LIDL PIOCHEUR NV HEMA BELGIE BVBA NEW VANDEN BORRE NV JBC NV GB RETAIL ASSOCIATES SA FITFORM CHARLES VOGELE BELGIUM NV BRICO BELGIUM NV ELECTRO AV NV BELSAY NV TEAROOM DE KRUGER BVBA BRANTANO NV
13,142
99
Real estate report
Province
Cluster/IBW Address Cluster Ghent-South
Kortrijksesteenweg 1036/1149/1178/1182A/119 2B/1200, 9051 Sint-Denijs-Westrem Wallekensstraat 24/26/28, 9051 Sint-Denijs-Westrem Kortrijksesteenweg 1206, 9051 Sint-Denijs-Westrem
Cluster Oudenaarde
Gentstraat 47-67, 9700 Oudenaarde
Cluster Sint-Niklaas
Parklaan 50/87, 9100 Sint-Niklaas Plezantstraat 268, 9100 Sint-Niklaas
Gross Tenants surface (m²)
ERV (EUR)
Acquisition value (EUR)
1,699,033
1,864,465
21,250,800.84
691,081.24
645,713.54
6,911,516.83
504,452.34
474,830.00
4,533,707.84
FUN BELGIUM NV RETAIL CONCEPTS NV HEYTENS GDW-GENT BV FINSBURY PROPERTIES NV NEW VANDEN BORRE NV KREFEL NV DEUTSCHE BANK EUROPE GMBH ORCHESTRA-PREMAMAN NV PIOCHEUR NV PRIMO STADION NV WAMO BVBA CARPETLAND NV
14,600 EXTRA VERTES BVBA C&A BELGIE CV LEEN BAKKER BELGIE NV CHARLES VOGELE BELGIUM NV PIOCHEUR NV WIBRA ALBERT HEIJN BELGIE NV BAPE BVBA KRUIDVAT BVBA VACANT BPOST SA
7,953 GUNGO BVBA ELECTRO AV NV RESIDENTIAL FUN BELGIUM NV ALDI ERPE-MERE NV
4,796
100
Rental income (EUR)
Annual report 2015-2016 I Retail Estates
Province
Cluster/IBW Address
Gross Tenants surface (m²)
Cluster Wetteren
Brusselsesteenweg/Oosterzelesteenweg, 9230 Wetteren
Individual peripheral retail properties and others
Fratersplein 11, 9000 Gent Brusselsesteenweg 662, 9050 Gentbrugge Maïsstraat 3, 9060 Zelzate Antwerpsesteenweg 84, 9080 Lochristi Brusselsesteenweg 75, 9090 Melle Puitvoetstraat 6B, 9100 Sint-Niklaas Zelebaan 67/79, 9160 Lokeren Oosterzelesteenweg 127, 9230 Wetteren Grote Baan 154, 9250 Waasmunster Brusselsesteenweg 120, 9300 Aalst Gentsesteenweg 442, 9300 Aalst Pieter Corneliskaai 16A, 9300 Aalst Kwadelapstraat 2, 9320 Erembodegem Nachtegaalstraat 8A, 9320 Erembodegem Brakelsesteenweg 160, 9400 Ninove Astridlaan 38, 9500 Geraardsbergen Provincieweg 266, 9550 Herzele Noordlaan 5, 9630 Munkzwalm Ronseweg 56, 9700 Oudenaarde Astenemolenstraat, 9800 Deinze Kortrijksesteenweg 18, 9830 Sint-Martens-Latem Stationsstraat 162, 9890 Gavere
Rental income (EUR)
ERV (EUR)
Acquisition value (EUR)
1,318,515.50
1,330,505.00
20,734,512.00
4,093,457.19
4,209,368.37
59,151,548.05
AMELIM NV ATITA NV JBC NV L,TORFS NV NEW VANDEN BORRE NV SLAAPADVIES BVBA SPORTSDIRECT,COM BELGIUM VERITAS NV RETAIL BELGIE BVBA L&L RETAIL BELGIUM SA REDISCO BVBA ORCHESTRA-PREMAMAN NV C&A BELGIE CV WAMO BVBA
10,423 LIDL POER-VOE BVBA MUYS NV JBC NV DAMART TSD NV BRUYNZEEL KEUKENS NV CARPETLAND NV BRANTANO NV BRICO BELGIUM NV KREFEL NV LEGIO IMMO BELGIUM NV RESIDENTIAL TDM PRODUCTS BELGIUM BVBA ALDI ERPE-MERE NV MODEMAKERS FASHION NV OMEGA PLAZA GENT BVBA MATCH SA
56,750
101
Real estate report
Province
Cluster/IBW Address
Flemish Brabant
Cluster Halle
Edingensesteenweg 75, 1500 Halle Bergensesteenweg 162, 1500 Halle Demaeghtlaan 216-218, 1500 Halle Bergensesteenweg 420A/460, 1600 Sint-Pieters-Leeuw
Cluster Kampenhout
Mechelsesteenweg 44/46/89/89B/91/93, 1910 Kampenhout
Cluster Leuven-East
Tiensesteenweg 370/393/410, 3360 Korbeek-Lo Tiensesteenweg 1B, 3360 Korbeek-Lo Ridderstraat 2-12/10/12, 3360 Bierbeek
Cluster Zaventem
Leuvensesteenweg 350/375, 1930 Zaventem Leuvensesteenweg 8, 1932 Sint-Stevens-Woluwe Jozef Van Damstraat 3C, 1932 Sint-Stevens-Woluwe
Gross Tenants surface (m²)
ERV (EUR)
Acquisition value (EUR)
474,131.16
655,800.00
6,160,459.74
465,504.04
557,850.00
2,157,788.68
1,313,201.15
1,300,380.00
19,125,925.80
1,053,700.24
1,238,320.00
17,574,812.95
KP DECOR BVBA ORCHESTRA-PREMAMAN NV AVEVE NV GEE CONCEPT BVBA BRANTANO NV
7,456 EURO SHOE GROUP NV FABRIMODE NV NORDEX NV STANDAARD BOEKHANDEL NV ZEEMAN TEXTIELSUPERS NV PIOCHEUR NV SWISS SENSE BVBA
4,536 LOVANIX BVBA SANTANA INTERNATIONAL NV FUN BELGIUM NV ORCHESTRA-PREMAMAN NV BRANTANO NV CHARLES VOGELE BELGIUM NV LEEN BAKKER BELGIE NV LEGIO IMMO BELGIUM NV PIOCHEUR NV L,TORFS NV
11,002 CARPETLAND NV VONIKA BVBA E-LOGISTICS NV BELGA FILMS SA PROMO SAPIENS NV CARPETLAND NV HUBO BELGIE NV VACANT ANISERCO NV RETAIL PARTNERS COLRUYT GROUP NV ZEEMAN TEXTIELSUPERS NV KRUIDVAT BVBA
15,461
102
Rental income (EUR)
Annual report 2015-2016 I Retail Estates
Province
Cluster/IBW Address Individual peripheral retail properties and others
Humniteitslaan 10, 1601 Ruisbroek Verlengde Stallestraat 200/Nieuwe Stallestraat 219/219B, 1620 Drogenbos Waterloosesteenweg 39, 1640 Sint-Genesius-Rode Ninoofsesteenweg 386, 1700 Dilbeek Assesteenweg 66, 1740 Ternat Schaarbeeklei 115, 1800 Vilvoorde Goudbloemstraat 2/4, 1800 Vilvoorde Waardbeekdreef 6, 1850 Grimbergen Hoogstraat 7/7A, 1930 Zaventem Brusselsesteenweg 4, 3020 Herent Brusselsesteenweg 490, 3090 Overijse Leuvensesteenweg 166/168, 3290 Diest Aarschotsesteenweg 9, 3390 Sint-Joris-Winge
Cluster Braine l’Alleud
Avenue de la belle Province 21/25/27/29/31/33/35/37-39, 1420 Braine l’Alleud Rue Pierre Flamand 205, 1420 Braine l’Alleud
Gross Tenants surface (m²)
Rental income (EUR)
ERV (EUR)
Acquisition value (EUR)
3,533,366.99
3,351,569.85
45,342,317.47,
761,759.21
798,491.40
12,266,016.95
519,740.00
693,480.00
9,181,788.58
809,756.58
993,420.00
12,715,475.75
GOBREL SA ATLANTIS SPRL RETAIL CONCEPTS NV NEW VANDEN BORRE NV CEMEPRO SPRL BRANTANO NV JBC NV DEVOTEC BVBA RESIDENTIAL ALDI CARGOVIL-ZEMST NV AVA PAPIERWAREN NV KREFEL NV LEEN BAKKER BELGIE NV PIOCHEUR NV FUN BELGIUM NV
30,151
WalloonBrabant
AVA PAPIERWAREN NV PROXIMUS NV BRANTANO NV C&A BELGIE CV DELHAIZE GROUP LEGIO IMMO BELGIUM NV MAXI TOYS BELGIUM SA MOBISTAR NV PIOCHEUR NV ORCHESTRA-PREMAMAN NV
8,526 Cluster Nivelles Chaussée de Namur 55C/ 55D/ 55A/ 55B, 1400 Nivelles
BASIC FIT BELGIE SND SA VOLTIS SA MENATAM SA
5,779 Individual peripheral retail properties and others
BRANTANO NV PIOCHEUR NV REGIE D’ELECTRICITE DE LA VILLE DE WAVRE VACANT BRICO BELGIUM NV CARPETLAND NV CHAUSSURES MANIET SA
Avenue Reine Astrid 4-6, 1300 Wavre Rue Pont du Christ 32, 1300 Wavre Rue des Carabiniers, 1300 Wavre Rue du Bosquet 10/10A, 1370 Jodoigne Avenue du Centenaire 42, 1400 Nivelles Rue du Tienne à deux vallées 3, 1400 Nivelles Brusselsesteenweg 551, 1410 Waterloo Grand Route 49, 1435 Corbais
8,816
103
Real estate report
Province
Cluster/IBW Address
Gross Tenants surface (m²)
West Flanders
Cluster Bruges-North
Sint-Pieterskaai 20/21, 8000 Brugge Sint-Pieterszuidstraat en Veemarktstraat, 8000 Brugge
Cluster Kortrijk-North
Ringlaan 11/32, 8500 Kortrijk Ter Ferrants 1-4, 8520 Kuurne
Cluster Roeselare
Brugsestraat 377, 8800 Roeselare Brugsesteenweg 356A-C/363/508-510/524, 8800 Roeselare
ERV (EUR)
Acquisition value (EUR)
1,257,656.89
1,305,440.00
20,101,941.56
966,750.85
1,122,620.00
10,336,956.63
1,323,580.48
1,241,720.00
16,001,880.63
GOBREL SA HEMA BELGIE BVBA DELIX 88 BVBA LIDL EURO SHOE GROUP NV ADL CONSULT BVBA IDEWE VZW DREAMBABY NV LEEN BAKKER BELGIE NV ACTION BELGIUM BVBA OMEGA MAXI ZOO BELGIUM BVBA KRUIDVAT BVBA ZEEMAN TEXTIELSUPERS NV
14,110 I & S FASHION NV IMETAM BVBA L,TORFS NV DE MAMBO BVBA VACANT NEW VANDEN BORRE NV LEEN BAKKER BELGIE NV AVA PAPIERWAREN NV ACTION BELGIUM BVBA PRIMO STADION NV
12,529 BRICO BELGIUM NV PIOCHEUR NV ANISERCO NV IMETAM BVBA BELGIAN POSTERS SEATS AND SOFAS NV OMEGA NV NEW VANDEN BORRE NV
12,903
104
Rental income (EUR)
Annual report 2015-2016 I Retail Estates
Province
Cluster/IBW Address Individual peripheral retail properties and others
Gross Tenants surface (m²)
Rental income (EUR)
ERV (EUR)
Acquisition value (EUR)
1,410,689.06
1,406,335.00
20,691,245.69
MATCH SA IMETAM BVBA ELECTRO AV NV VACANT BRANTANO NV ALDI ROESELARE NV ACTION BELGIUM BVBA AVA PAPIERWAREN NV MEKOWA BVBA INOFEC BVBA PPG COATING BVBA OMEGA CARPETLAND NV C&A BELGIE CV PICARD-BELGIQUE-BELGIE NV
Torhoutsestraat 45, 8020 Ruddervoorde Torhoutsesteenweg 610, 8400 Oostende Biezenstraat 16, 8430 Middelkerke Koninklijke Baan 228, 8670 Koksijde Gentstraat 13, 8760 Meulebeke Vijfseweg, 8790 Waregem Gentseweg 520, 8793 Sint-Eloois-Vijve Frankrijklaan 2, 8970 Poperinge Maalsesteenweg 42/166/255, 8310 Sint-Kruis
16,076
On 31 March 2016, there are 12
Neupré, Couillet, Marche-en-
apartments in Merksem, Mechelen
in Kuurne. Together, they represent
unoccupied retail properties in
Famenne, Binche, Chapelle-
and Dendermonde. In addition
1.78% of the total portfolio.
Jodoigne, Nivelles, Sint-Stevens-
lez-Herlaimont, Middelkerke
there are 2 small unlet city shops in
Woluwe, Mechelen, Grivegnée,
and Kuurne. There are 3 unlet
Waver and Eeklo, like there is 1 office
105
Real estate report
03 Reports of real estate experts
Report by Cushman & Wakefield
The fair value is defined as the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction
This report covers 321 premises which
after proper marketing wherein
are part of the real estate portfolio of
the parties had each acted
Retail Estates nv and its subsidiaries.
knowledgeably, prudently and without compulsion. This definition
“We have the pleasure of providing
corresponds to our definition of the
you with our valuation as of 31
market value.
March 2016, which covers the portfolio of Retail Estates + Distri-
The sale of a building is in theory
Land + Texas Management.
subject to transfer rights collected by the government. This amount
We confirm that we carried out this
depends amongst other on the
task as an independent expert. We
transfer manner, the profile of the
also confirm that our valuation was
purchaser and the geographical
carried out in accordance with the
situation of the building. On the
national and international standards
basis of a representative sample
and their application procedures,
of the market (between 2003 and
amongst other in the valuation
2008) the weighted average of
of “GVV” (Regulated Real Estate
the rights (average transfer costs)
Companies - Belgian REITs) –
equals 2.50% (for goods with a
(According to the present decisions.
higher value than 2,500,000 EUR)
We preserve ourselves the right
106
to review our valuation in case of
For goods with a value higher than
modified decisions).
2,500,000 EURO we obtain a sales
Annual report 2015-2016 I Retail Estates
value excluding costs corresponding
gap between the market rent and
the highest rent a landlord should
incl.) of EUR 19.13 million and a
with the real value (“fair value”) as
the actual passing rent. If this is not
hope to achieve is the market rent.
fair value of EUR 18.66 million. The
set by the international accounting
the case, then the adjusted market
Since, being prudent, one should
investment value, in absolute terms,
standard IAS 40, by subtracting
rent is equal to actual paid rent. The
assume that the sitting tenant will
increased with 0.41%. This gives
2.50% of the investment value. The
difference will be added to the actual
use the break to negotiate his rent
a yield of 7.38 % for Immobilière
properties are here considered as a
paid rent. The market rent will be
downward and bring it in line with
Distri-Land NV.”
portfolio.
capitalised in case the actual paid
the market.
rent is higher than the market rent. In
Report by CBRE
“Our investment value” is based
addition, adjustments are made for
The portfolio of Retail Estates NV
The CBRE report, dated 31 March
on the capitalisation with a Gross
the difference in actual paid rent and
(incl. Tongeren) has at 31.03.2016
2016, is a report on 313 real estate
Yield of the passing rent, taking
(adjusted) market rent.
an investment value (corrections
properties belonging to Retail
incl.) of EUR 443.34 million and a
Estates nv and its subsidiaries.
into account possible corrections like vacancy, step-rents, rent-free
In order to calculate the investment
fair value of EUR 432.52 million. The
The investment value of these
periods, etc. The Gross yield is
value of the retail park in Tongeren
investment value, in absolute terms,
real estate properties is estimated
depending on current output on
and the Distri-Land portfolio, we
increased with 0.95%. This gives a
at EUR 551.18 million and the fair
the investment market, taking into
have capitalised its adjusted market
yield of 6.78% for Retail Estates.
value at EUR 537.73 million. These
account the location, the suitability
rent. It is standard market practice
of the site, the quality of the tenant
to take into account that no more
The portfolio of Texas Management
rent of EUR 35.66 million, which
and the building on the moment of
than 60% of the gap between the
NV has at 31.03.2016 an investment
represents a gross yield of 6.47%.
the valuation.
actual passing rent and the estimated
value (corrections incl.) of EUR
properties represent a collectable
rental value (ERV) can be bridged in
5.41 million and a fair value of EUR
In order to calculate the investment
renegotiations. This is the case when
5.28 million. The investment value,
value of the retail park in Tongeren
the market rent is higher than the
in absolute terms, decreased with
and the Distri-Land portfolio, we
actual rent paid. This is mainly due
1.46%. This gives a yield of 6.19% for
have capitalised its adjusted market
to the high legal protection for sitting
Texas Management NV.
rent. In case when the market
tenants under Belgian commerce law.
rent is higher than the actual paid
The portfolio of Immobilière
rent, this adjusted market rent is
When now the market rent (ERV)
Distri-Land NV has at 31.03.2016
determided by taking 60% of the
is under the passing rent however,
an investment value (corrections
107
Financial report
financial report 108
6
Annual report 2015-2016 I Retail Estates
O1 Consolidated income statement
111
O2 Consolidated balance sheet
114
O3 Consolidated statement of changes in shareholders’ equity
O4 Consolidated cash-flow statement
116 118
O5 Notes to the consolidated annual accounts 120 06 Other notes
129
O7 Statutory Auditor’s report
154
O8 Statutory income statement
156
O9 Statutory balance sheet
158
10 Statutory statement of changes in 11
shareholders’ equity
160
Statutory result affectation
162
109
Financial report
RetaIL ParK, lommel -› 110
Annual report 2015-2016 I Retail Estates
1. A. Consolidated income statement INCOME STATEMENT (in â‚Ź 000) Rental income Rental related expenses
31.03.16
31.03.15
1
62,074
53,191
2
-394
-485
61,680
52,706
Notes
Net rental income Recovery of property expenses Recovery of rental charges and taxes normally payable by tenants on let properties Rental charges and taxes normally payable by tenants on let properties Other rental related income and expenses
3
5,882
5,312
4
-6,134
-5,632
-41
-51
61,386
52,334
-2,054
-1,466
6
-427
-239
7
-338
-135
8
-1,683
-1,518
9
-2
-4
Property costs
-4,504
-3,362
Operating property result
56,882
48,972
-2,841
-2,888
Property result Technical costs Commercial costs Charges and taxes on unlet properties Property management costs Other property costs
Operating corporate costs Other current operating income and expenses
5
10
111
Financial report
INCOME STATEMENT (in â‚Ź 000)
31.03.16
31.03.15
54,041
46,084
11
341
479
12
10,216
6,131
64,598
52,694
Notes
Operating result before result on portfolio Result on disposals of investment properties Result on sales of other non-financial assets Changes in fair value of investment properties Other result on portfolio Operating result Financial income Net interest charges Authorised hedging instruments' costs Other financial charges
13
144
181
14
-16,852
-17,269
35
-4,995
15
-70
-39
Financial result
-21,774
-17,128
Result before taxes
42,824
35,566
-789
-328
Net result
42,035
35,238
Attributable to: Shareholders of the Group Minority interests
42,035
35,238
36,473
28,628
10,557
6,610
Taxes
Note: Net current result (share Group)1 Result on portfolio IAS 39 result
112
16
-4,995
Annual report 2015-2016 I Retail Estates
RESULT PER SHARE Number of ordinary shares in circulation Weighted average number of shares Net profit per ordinary share (in €)2 Diluted net profit per share (in €) Profit available for distribution per share (in €)3 Net current result per share (in €)4
Notes
31.03.16
31.03.15
17
8,866,320
7,559,473
17
8,627,562
7,381,081
4.87
4.77
4.87
4.77
4.15
3.82
4.23
3.88
1 1 The net current result is calculated as follows: net result excluding changes in fair value of investment properties, exclusive the result on disposal of investment properties and exclusive authorised hedging instruments costs. 2 The net profit per ordinary share is calculated as follows: the net result divided by the weighted average number of shares. 3 T he profit available for distribution per share is calculated as follows: adjusted net operating result divided by the total number of shares. The adjusted net operating result is the consolidated net profit adjusted for a number of elements of a non-current nature, the result on the disposal of investment properties and the changes in fair value of investment properties and project developments. 4 The net current result per share is calculated from the weighted average number of shares, counted from the time of issue (which does not necessarily coincide with first dividend entitlement date). Calculated on the number of dividendentitled shares, the net current result per share amounts to EUR 4.11 at 31.03.2016 versus EUR 3.79 at 31.03.2015.
1. B. Consolidated statement of other comprehensive income Statement of other comprehensive income (in € 000) Net result Other components of other comprehensive income, recyclable in income statements: Impact on the fair value of estimated transaction rights and costs resulting from the hypothetical disposal of investment properties Changes in the the fair value of authorised hedging instruments qualifying for hedge accounting as defined by IFRS COMPREHENSIVE INCOME
31.03.16
31.03.15
42,035
35,238
-4,080
-2,474
1,427
-705
39,382
32,059
113
Financial report
2. Consolidated balance sheet ASSETS (in € 000) Non-current assets Goodwill Intangible non-current assets Investment properties5 Other tangible non-current assets Financial non-current assets Trade receivables and other non-current assets Current assets Non-current assets or groups of assets held for sale Trade receivables Tax receivables and other current assets Cash and cash equivalents Deferred charges and accrued income
Notes
Minority interests 5 Including project developments (IAS 40).
114
1,002,510
837,602
147
120
21
1,000,799
837,121
20
1,554
357
10
5
13,105
9,837
22
8,222
4,819
23
1,373
1,168
24
1,466
1,399
25
1,315
1,469
26
729
982
1,015,615
847,439
31.03.16
31.03.15
474,170
381,212
Notes
Shareholders’ equity Shareholders’ equity attributable to the shareholders of the parent company Capital Issue premiums Reserves Net result of the financial year
31.03.15
20
TOTAL ASSETS
SHAREHOLDERS’ EQUITY AND LIABILITIES (in € 000)
31.03.16
474,170
381,212
27
194,545
166,902
28
151,499
101,839
86,091
77,233
42,035
35,238
Annual report 2015-2016 I Retail Estates
31.03.16
31.03.15
Liabilities
541,445
466,227
Non-current liabilities Provisions Non-current financial debts Credit institutions Long term financial lease Other Other non-current financial liabilities Deferred taxes Other
456,178
379,217
428,023
340,379
398,225
310,631
SHAREHOLDERS’ EQUITY AND LIABILITIES (in € 000)
Current liabilities Current financial debts Credit institutions Short term financial lease Trade debts and other current debts Deferred taxes Exit tax Other Other current liabilities Accrued charges and deferred income
Notes
82 34/35
10 30/35
29,788
29,748
28,155
38,401 355 355
34/35
85,267
87,010
42,601
57,209
42,597
57,209
4 31
7,315
5,435
13,755
4,589
13,219
4,077
536
512
32
15,633
15,367
33
5,963
4,410
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES
1,015,615
847,439
DEBT RATIO
31.03.16
31.03.15
49.95%
51.54%
31.03.16
31.03.15
Debt ratio6 NET ASSET VALUE PER SHARE (in €) - SHARE GROUP Net asset value per share IFRS7 Net asset value per share EPRA8 Net asset value per share (investment value) excl. dividend excl. IAS 399
36
53.48
50.43
56.66
53.68
56.27
53.34
6 The debt ratio is calculated as follows: liabilities (excluding provisions, accrued charges and deferred income, financial instruments and deferred taxes), divided by the total assets (excluding financial instruments). 7 The net asset value per share IFRS (fair value) is calculated as follows: shareholders’ equity (attributable to the shareholders of the parent company) divided by the number of shares. 8 The net asset value per share EPRA (fair value) is calculated as follows: shareholders‘ equity (excluding changes in the fair value of financial instruments) divided by the number of shares. 9 The net asset value per share excl. dividend excl. IAS 39 (investment value) is calculated as follows: shareholders‘ equity (excluding the impact on the fair value of estimated transfer rights and costs resulting from the hypothetical disposal of investment properties, exclusive changes in the effective part of the fair value of the permitted hedging instruments in a cash flow hedge as defined in IFRS and exclusive dividend) divided by the number of shares. .
115
Financial report
3. Consolidated statement of changes in shareholders’ equity STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
Capital ordinary shares
Issue premiums
Reserves*
Net result of the financial year
TOTAL Shareholders’ Equity
160,961
93,094
73,900
28,568
356,523
- Transfer of portfolio result to reserves
3,260
-3,260
- Transfer of net current result to reserves
3,437
-3,437
(in € 000)
Balance according to IFRS on 31 March 2014 - Net appropriation of profits 2014-2015
- Reclassification between reserves -21,871
- Dividends of the financial year 2013-2014
-21,871
- Capital increase - Capital increase through contribution in kind
6,054
8,744
14,798
- Minority interests - Costs of capital increase
-113
-113 -185
- Other - Global result 31/03/2015 Balance according to IFRS on 31 March 2015
166,902
101,838
-185
-3,179
35,238
32,059
77,233
35,238
381,212
- Net appropriation of profits 2015-2016 - Transfer of portfolio result to reserves - Transfer of net current result to reserves
6,131
-6,131
5,673
-5,673
- Reclassification between reserves -23,434
- Dividends of the financial year 2014-2015 - Capital increase - Capital increase through contribution in kind
-23,434
28,345
47,870
76,215
1,060
1,791
2,850
- Minority interests - Costs of capital increase
-1,762
-1,762 -291
- Other - Global result 31/03/2016 Balance according to IFRS on 31 March 2016
116
194,545
151,499
-291
-2,653
42,035
39,382
86,091
42,035
474,170
Annual report 2015-2016 I Retail Estates
* Detail of the reserves (in â‚Ź 000)
Balance according to IFRS on 31 March 2014
Legal reserve
Reserve for the positive/ negative balance of changes in the fair value of real estate properties
437
86,926
Available reserves
Impact on the fair value of estimated transfer rights and costs resulting from the hypothetical disposal of investment properties
Changes in the effective part of the fair value of authorised hedging instruments qualifying for hedge accounting as defined by IFRS
7,859
-18,386
-23,882
Changes in the fair value of authorised hedging instruments not subjected to qualify for hedge accounting as defined by IFRS
Results carried forward from previous financial years
TOTAL
20,946
73,900
- Net appropriation of profits 2014-2015 3,260
- Transfer of portfolio result to reserves
3,260 3,437
- Transfer of net current result to reserves - Reclassification between reserves
3
-1,429
1,244
185
3,437
-3
- Capital increase through contribution in kind - Minority interests - Costs of capital increase - Other
-29
-185
- Global result 31/03/2015 Balance according to IFRS on 31 March 2015
411
88,757
9,103
29
-2,474
-705
-20,860
-24,587
-185 -3,179
24,409
77,233
5,673
5,673
- Net appropriation of profits 2015-2016 6,131
- Transfer of portfolio result to reserves
6,131
- Transfer of net current result to reserves - Reclassification between reserves
663
-3,160
2,869
291
21,323
-21,323
-4,080
-2,292
3,719
-24,940
-5,556
-17,604
-663
- Capital increase through contribution in kind - Minority interests - Costs of capital increase -291
- Other - Global result 31/03/2016 Balance according to IFRS on 31 March 2016
1,074
91,728
11,972
-291 -2,653 29,419
86,091
117
Financial report
4. Consolidated cash-flow statement 31.03.16
31.03.15
1,469
2,188
1. Cash-flow from operating activities
29,420
33,332
Operating result Interest paid Interest received Corporate taxes paid Corporate taxes received Other
64,958
52,693
-16,837
-16,449
425
-587
Non-cash elements to be added to / deducted from the result: * Depreciations and impairments - Depreciations / Impairments (or write-backs) on tangible and intangible assets - Depreciations / Impairments (or write-backs) on trade receivables
-10,319
-6,487
CASH-FLOW STATEMENT (in â‚Ź 000) CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE FINANCIAL YEAR
* Other non-cash elements - Changes in the fair value of investment properties - Profit on disposal of investment properties - Other result on portfolio * Other Change in working capital requirements: * Movement of assets - Trade receivables and other receivables - Tax receivables and other current assets - Deferred charges and accrued income - Long-term assets
118
7
34
-7,150
-3,748
632
218
146
102
-3
-10,216
-6,130
-341
-479
-82
-21
-2,296
7,876
1,199
-424
381
502
254
-544
-5
Annual report 2015-2016 I Retail Estates
CASH-FLOW STATEMENT (in â‚Ź 000) * Movement of liabilities - Trade debts and other current debts - Other current liabilities - Accrued charges and deferred income 2. Cash-flow from investment activities Purchase of intangible assets Purchase of investment properties Disposal of investment properties and assets held for sale Acquisition of shares of real estate companies Disposal of shares of real estate companies Purchase of other tangible assets Disposal of other tangible assets Disposal of non-current financial assets Income from trade receivables and other non-current assets 3. Cash-flow from financing activities * Change in financial liabilities and financial debts - Increase in financial debts - Decrease in financial debts * Change in shareholders' equity - Capital increase and issue premiums - Costs of capital increase * Dividend - Dividend for the previous financial year CASH AND CASH EQUIVALENTS AT THE END OF THE FINANCIAL YEAR
31.03.16
31.03.15
-5,764
-8,065
997
15,294
642
1,113
-92,900
-59,562
-100
-114
-26,390
-58,667
11,970
7,793
-77,040
-15,081 6,691
-1,353
-204
13
20
63,329
25,511
222,500
126,945
-210,190
-79,455
76,215
-113
-1,762
-23,434
-21,871
1,315
1,469
119
Financial report
5. Notes to the consolidated annual accounts
G eneral company information
Determining the fair value of the
required under IFRS 3 definition, based
investment properties in accordance
on the conclusion that this definition
with IAS 40, the independent real
is not applicable, given the nature and
periods beginning on or after 17 June 2014)
- IFRIC 21 Levies (applicable for annual
estate expert deducts an estimated
the size of the acquired companies.
Retail Estates nv is a public RREC
amount of transfer rights and
The companies in question own
(Regulated Real Estate Company –
costs from investment properties.
a limited number of properties
New or amended standards and
“Belgian REIT”) governed by Belgian
The impact on the fair value of
which are not intended to be kept
interpretations not yet in force
law. Its registered office is located in
investment properties as a result
on as independent businesses. The
For the following amendments,
Ternat.
of these estimated transfer rights
companies are fully consolidated. We
which will be applicable as of next
and costs in case of a hypothetical
refer for this matter also to note 41.
year or afterwards, the impact on the
The consolidated annual accounts
disposal of investment properties is
of the company for the financial
processed directly in the shareholders’
New or amended standards and
results of the Group is still being
year which ended on 31 March
equity on the account “Impact on
interpretations, applicable in 2015
examined:
2016 comprise the company and
fair value of estimated transfer
The following standards, amended
its subsidiaries (the “Group”). The
rights and costs resulting from the
by the IASB, and the following
annual accounts were approved
hypothetical disposal of investment
interpretations issued by the IFRIC are
and subsequent amendments
for publication by the board of
properties”, as explicitly provided
applicable to the current period but
(applicable for annual periods
directors on 25 May 2016 and will be
by the aforementioned legislation.
have no effect on the presentation,
beginning on or after 1 January 2018
submitted for approval to the annual
During the financial years ending on
the notes or the financial results of the
but not yet endorsed in the EU)
shareholders’ meeting on 1 July 2016.
31 March 2016 and 31 March 2015,
Group:
Important principles for financial
presentation, the notes or the financial
the respective amounts of EUR 4.08 million and EUR 2.47 million were
reporting
recognised directly in the shareholders’
Statement of conformity
equity in this account.
- IFRS 9 Financial instruments
- IFRS 14 Regulatory deferral accounts (applicable for annual periods
- Amendments to IFRS (2011-2013) (applicable for annual periods beginning on or after 1 January 2015) - Amendments to IFRS (2010-2012)
The consolidated annual accounts
120
beginning on or after 1 February 2015)
beginning on or after 1 January 2016, but not yet endorsed in the EU) - I FRS 15 Revenue from contracts with
customers (applicable for annual
are drawn up in accordance with
Application of IFRS 3 Business
(applicable for annual periods
periods beginning on or after 1
accounting standards which are
Combinations
beginning on or after 1 February 2015)
January 2018, but not yet endorsed
consistent with the International
Corporate transactions of the past
Financial Reporting Standards as
financial year were not processed
benefits - Employee contributions
implemented by the RREC legislation.
as business combinations such as
(applicable for annual periods
- Amendments to IAS 19 Employee
in EU) - IFRS 16 Lease agreements (applicable for annual periods
Annual report 2015-2016 I Retail Estates
beginning on or after 1 January 2019, but still not approved by the European Union)
(applicable for annual periods
Presentation principles
entitle the variable cash flows and the
beginning on or after 1 January 2016)
The financial information is drawn up
results of this subsidiary, and to have
in euro (EUR), and is rounded off to
the possibility to influence her variable cash flows by controlling the subsidiary.
-A mendments to IAS 7 The cash
flow statement – Initiative around
the nearest thousand. The companies
(applicable for annual periods
providing information (applicable for
of the Group also do their accounting
beginning on or after 1 January 2016)
annual periods beginning on or after
in euro (EUR).
- Improvements to IFRS (2012-2014)
- Amendments to IFRS 10, IFRS 12 and IAS 28 Investment entities:
Application of exemption from
by the European Union) -A mendments to IAS 12 Income Taxes
In order to apply the full consolidation method to certificates one is, in
1 January 2017, but still not approved Below is a summary of the most
addition to controlling the issuing
important principles for financial
company, also required to own 75%
consolidation (applicable for
- Recognition of deferred tax assets
reporting. The accounting principles
of the number of certificates issued. In
annual periods beginning on or after
for unrealized losses (applicable for
were applied consistently throughout
this case, a debt is acknowledged, for
1 January 2016, but still not approved
annual periods beginning on or after
the relevant period.
the real estate certificates not owned
by the European Union)
1 January 2017, but still not approved
- Amendments to IFRS 10 and IAS 28 Sale or contribution of assets
by the European Union) - Amendments to IAS 16 and IAS 38
by the company to the holders of
Consolidation principles
certificates.
The companies controlled by the
between an investor and its
Property, plant and equipment and
Group are consolidated through the
F oreign currency conversion
associate or joint venture (effective
intangible assets – Clarification of
application of the full consolidation
Foreign currency transactions are
date postponed for indefinite period,
acceptable methods of depreciation
method.
booked by applying the exchange rate
causing the postponement of the
and amortisation (applicable for
approvement by the European
annual periods beginning on or after
Full consolidation consists in
assets and liabilities in foreign
Union)
1 January 2016)
incorporating all the assets and
currencies are valued by applying the
- Amendments to IFRS 11 Joint
valid on the transaction date. Monetary
liabilities of the consolidated
closing rate on the balance sheet date.
arrangements - Accounting for
Agriculture: Bearer plants (applicable
companies, as well as the costs and
Exchange rate differences ensuing
acquisitions of Interests in joint
for annual periods beginning on or
revenues, whereby the necessary
from foreign currency transactions,
operations (applicable for annual
after 1 January 2016,)
eliminations are carried out.
and conversion of monetary assets
periods beginning on or after
-A mendments to IAS 16 and IAS 41
-A mendments to IAS 27 Separate
and liabilities into foreign currencies,
financial statements - Equity
‘Control’ is defined as the ability
are booked in the income statement
- Amendments to IAS 1 Presentation
method (applicable for annual
of Retail Estates nv to determine,
in the period in which they occur.
of financial statements - Initiative
periods beginning on or after 1
directly or indirectly, the financial and
Non-monetary assets and liabilities in
around providing information
January 2016)
operational policy of the subsidiary, to
foreign currencies are converted at the
1 January 2016)
121
Financial report
exchange rate valid on the transaction
date, whereby the prevailing interest
real estate properties that are ready
held by Retail Estates nv or, where
date.
rate and the credit risk of the counter
to be let. Investment properties are
appropriate, by a subsidiary it
parties involved are also taken into
initially valued at acquisition cost,
controls;
account.
including additional expenses and
Financial derivatives Fair value hedge accounting
non-deductible VAT. Also the exit tax,
- the option rights over real properties
The Group uses financial derivatives
Cash flow hedge accounting
owned by companies over which the
held by Retail Estates nv or, where
(interest rate swaps) to hedge
If a financial derivative can be
public RREC acquires direct or indirect
appropriate, by a subsidiary
against interest rate risks arising from
documented as an effective hedge
control, is in principle deducted from
it controls, as well as the real
operational, financial and investment
against any cash flow fluctuations,
the value of the underlying property,
properties to which these rights
activities. Derivative financial products
attributable to a risk linked to an asset
given that it is a tax on the latent
apply;
are initially valued at their cost price
or liability, or a highly probable future
capital gain existing in the acquired
and revalued to their fair value on the
transaction, the part of the result
company prior to the acquisition,
subsequent reporting date.
ensuing from the value change of the
unless these companies do not
or more real property assets are
financial interest rate derivative that
qualify for a merger with the public
leased to Retail Estates nv or,
After the initial recognition, the
has been recognised as an effective
RREC (as decided by the board of
where appropriate, to a subsidiary
financial derivatives are valued in the
hedge, is posted directly to equity
directors). The commissions related
it controls, as well as the underlying
annual accounts at their fair value.
under “Changes in the fair value of
to the acquisition of the buildings
real property assets.
financial assets and liabilities�. The
are regarded as additional costs of
Gains or losses resulting from changes
ineffective part of the financial interest
the acquisition and are added to the
The experts perform their assessments
in the fair value of the financial
rate derivative is recognised in the
acquisition cost.
in accordance with national and
derivatives are immediately recognised
income statement.
international standards and their Valuation after initial recognition
application procedures, including
derivative meets the conditions for
Goodwill
At the end of each quarter, an
those in the field of the valuation
cash flow hedge accounting.
In accordance with IFRS 3, goodwill
independent real estate expert
of regulated real estate companies
is not amortised, but subjected to an
provides an exact assessment of the
(according to the provisional decrees,
annual impairment loss test.
following items:
the experts reserve the right to adapt
in the income statement unless a
The fair value of the financial interest
the valuation in the event of any
rate derivatives is the amount that the
122
- the contract rights by which one
company expects to receive or pay if
Investment properties
the financial interest rate derivative
Valuation at initial recognition
properties by function, and the
fair value is defined as the most likely
is terminated as of the balance sheet
Investment properties comprise all
rights in rem over real properties
value that can be reasonably obtained
- t he real properties, the real
amendments to the decrees). The
Annual report 2015-2016 I Retail Estates
between knowledgeable and willing
the operating property result if the
is deducted from the valuation; once
value, including incidental costs and
parties in normal selling conditions.
expenditure has no positive effect
it has been done, these costs are
non-deductible VAT.
Subsequently, a transfer-tax estimate
on the expected future economic
capitalised and thus added to the fair
is deducted from this value. Therefore,
benefits, and is capitalised if it
value of the investment properties.
the fair value of the asset is obtained
substantially increases the expected
in this way, in accordance with the
economic benefits that it brings to the
Disposal of an investment property
they are contracted, licensed and
provisions of IAS 40. The estimated
entity. In principle, there are two major
The gains or losses realised from
rented. This fair value is based on the
amount of transfer taxes is valued
types of expenditure:
the sale of an investment property
valuation by the real estate expert
are classified as “Result from sales
after deducting the work that is still to
of investment properties” and are
be performed.
at a flat rate set at 2.50% (see note 21 – Investment properties) and is
a) the costs of maintenance and
After the initial recognition, the projects are valued at fair value if
immediately transferred from the
repairs to roofs and parking areas:
allocated to the retained earnings
acquisition value on the reserve
these are charged to the operating
upon the appropriation of results. The
A project can relate to a plot of land,
“impact on the fair value of estimated
property result;
commissions paid for sales and the
a building to be demolished, or an
transfer rights and costs resulting
b) costs of major transformation and
liabilities resulting from transactions
existing building whose purpose is to
from the hypothetical disposal of
renovation works: transformations
are deducted from the selling price
be changed, requiring considerable
investment properties”.
are one-off projects that add an
in order to determine the gain or loss
renovation work to realise the desired
additional function to the building
realised. The transfer taxes of up to
purpose.
Any gains or losses resulting from
or considerably improve the existing
2.50% (see note 21 – Investment
the fluctuation in the fair value of an
comfort so as to increase the rental
properties) are immediately
Other tangible non-current assets
investment property are recognised
price and/or rental value. These costs
transferred from the acquisition value
The tangible non-current assets
in the income statement in the
relate to materials, fees, contacting
on the reserve “impact on the fair
other than land and buildings, whose
period in which they occur and, at the
works and the like. Internal
value of estimated transfer rights and
use is limited in time, are valued at
appropriation of profit, assigned to the
management and supervisory costs
costs resulting from the hypothetical
acquisition cost, and then depreciated
reserves for the balance of variations in
are not capitalised. As soon as they
disposal of investment properties”.
over their expected useful life using
the fair value of real estate properties.
are commenced, such works are
the straight-line method.
included in the assessed value of
Project developments
Expenditure for works on investment
the building in question (initially on a
Under the revised IAS 40 standard,
In the financial year of the investment,
properties
provisional basis and then definitively
project developments are included in
depreciation is recorded pro rata to the
The expenditure for works on
following a visit by the real estate
the investment properties. If purchased,
number of months that the asset was
investment properties is charged to
expert). Work which is still to be done
they are valued against the acquisition
in use.
123
Financial report
The following annual depreciation and
Trade receivables and other non-current
2. Ownership of material interest
that was published at the issuance
amortisation percentages apply:
assets
(more than 75%) in certificates issued
of the real estate certificate.
Non-current receivables are valued
(as of 31 March 2016, only applicable
on the basis of the interest rates that
to the “Distri-Land” real estate
Retail Estates nv only invests in
20%
apply on the date of acquisition. A
certificates)
certificates issued for the financing
10%
write-down is entered if uncertainty
The quoted price of these real estate
of peripheral retail properties. The
exists concerning the collectability of
certificates, as listed on the Euronext –
real estate owned by the issuer is the
the receivable at maturity.
Second Market, cannot be considered
type of peripheral retail properties
as a reliable reference, given the
in which Retail Estates nv aims to
Real estate certificates
limited liquidity of this real estate
invest. Although Retail Estates nv is
Valuation
certificate. Retail Estates nv’s policy is
not the legal owner of this real estate,
- Facilities, machinery and equipment - Furniture - Vehicles
20-33%
- IT equipment
33%
- Standard software
33%
- Tailor-made software
20-25%
- Properties own use
3%
1. General principle
to revalue its real estate certificates on
it considers itself to be the economic
Leased equipment is depreciated over
If the holder of the certificates does
every closing date in function of:
beneficiary, pro rata its contractual
the contractual period of the lease.
not have a material interest (more than 75%) in a real estate certificate,
investment in real estate certificates
If there are indications that an asset
the certificates are entered, on the
owned by the issuer, similar to the
is considered as an investment in real
may have suffered an impairment loss,
closing date, at the weighted average
valuation of the company’s own
estate pursuant to Article 2, sub. 5°, x,
the carrying amount is compared with
quoted price during the preceding 30
real properties. This occurs on the
of the RREC Law of 12 May 2014.
the realisable value.
days, and classified as “Non-current
basis of a periodic valuation by a
financial assets”.
real estate expert hired jointly by
Taking these considerations into
Retail Estates nv and Immobilière
account, the certificates are classified
If the carrying amount is higher than
124
rights in ownership. In addition, an a) t he fair value of the real properties
the realisable value, an impairment
If, on the basis of publicly available
Distri-Land nv. Where one or more
as investment properties at their
loss is recognised.
information and the issue conditions
buildings are sold by the real estate
acquisition value, including additional
for the real estate certificate, a
certificate issuer, the sale price shall
expenses. Gains or losses that result
When other tangible non-current
net asset value is noted that is
be used as the valuation until the
from the fluctuation in the fair value
assets are sold or retired, their carrying
substantially below the stock market
distribution of the sale’s proceeds;
of investment property are recognised
amount ceases to be recognised in the
price, the aforementioned rule does
balance sheet and the gain or loss is
not apply. The value is then limited to
recognised in the income statement.
the net asset value.
in the income statement and b) t he contractual rights of the holder
incorporated in the period in which
of the real estate certificate in
they arise and, at the appropriation
compliance with the prospectus
of profits, assigned to the reserves
Annual report 2015-2016 I Retail Estates
available for distribution. On 31 March
2. Processing of the liquidation balance
Non-current assets or groups of assets
the shareholders’ equity. When
held for sale
share capital recognised as equity
properties related to the Distri-Land
Whenever a particular property in the
This concerns real estate for which
is repurchased by Retail Estates nv,
certificates amounts to EUR 14.80
issuer’s portfolio is sold, it is treated as
the carrying amount will primarily
the paid amount, including directly
million (EUR 15.08 million on 31 March
follows:
be realised by the sale of the assets
attributable costs, is recognised
2016, the value of the investment
on the sale of real estate
and not by further letting. Just like the
as change in shareholders’
The net proceeds, after retention
investment properties (see above),
equity. Purchased own shares are
2015) compared to a total portfolio of EUR 1,000.80 million.
of any tax withholding liability, are
these assets are recognised at fair
presented as a decrease in the total
Processing of coupons
recognised as realised capital gain in
value, which is the investment value
shareholders’ equity.
1. Processing of operating result
Retail Estates nv’s accounts only for
less the transfer taxes.
As a holder of real estate certificates,
the difference between the fair value
Retail Estates nv has a contractual
of the real estate certificate on the
Current assets
debt when they have been approved
right, pro rata to the number of real
closing date plus the net liquidation
The receivables expected within one
by the shareholders’ meeting.
estate certificates in its possession, to
coupon, and the fair value on the
year are recognised at their nominal
a share of the operating result. This
previous closing date. The fair value of
value, less write-downs for doubtful
Liabilities
result is realised by the issuer and is
the real estate certificate is calculated
or bad debts. Bank deposits, sight or
A provision is taken if:
calculated by deducting the operating
at each closing date by performing a
term deposits, are valued at amortised
and maintenance expenses from the
valuation of the certificate holder’s
cost. Any supplementary costs
total rental income collected. The
contractual rights as these appear in
are charged directly to the income
– legally enforceable or actual –
entire decrease or increase in value
the issue prospectus. Gains or losses
statement. Listed securities are valued
commitment resulting from an event
is recognised by re-estimating the
that result from the fluctuation in
at their quoted price.
in the past;
value of the real estate certificate. As
the fair value of investment property
a result, the coupon should not be
are recognised in the income
Shareholders’ equity
considered as a compensation for
statement and incorporated in the
The capital includes the funds
any reduction in value of the issuer’s
period in which they arise, and at
obtained when the company was
buildings. For this reason, the entire
the appropriation of profits are
incorporated and those received
coupon is treated as net rental income
assigned to the reserves available for
following mergers or capital increases.
and is classified as turnover.
distribution.
The third-party charges that are
Trade debts are presented at their
directly attributable to the issuance
nominal value on balance sheet
of new shares are deducted from
date. Interest-bearing borrowings are
Dividends are only recognised as a
- Retail Estates nv has an existing
- it is probable that an outflow of funds will be required to settle the commitment; and - the amount of the commitment can be reliably estimated.
125
Financial report
initially recognised at cost price less
subsequent changes of the fair value
The recovery of property expenses
other things, structural and occasional
the transaction costs. Subsequently
of the liability are recognised through
includes the revenue obtained from
maintenance costs and losses
the interest-bearing borrowings are
profit or loss, in accordance with
charging costs for major repairs and
resulting from damage covered by the
valued on the basis of the effective
IAS 39 (variations in the fair value of
maintenance.
insurance companies. The commercial
interest rate method, whereby each
investment properties). The Group’s
difference between the initial book
share in the operational profit and
The charges and taxes normally
fees. The property management
value and the redemption value is
loss is determined on the basis of the
payable by tenants on let properties
costs mainly consist of the relevant
recognised as interest cost in the
Group’s participation in the subsidiary
and the recovery of these expenses
personnel costs, the operating costs
income statement over the term of
and is adapted on the basis of the
refer to costs that, under law or
of the company’s registered office, and
the loan.
changes of the value of the liability.
custom, are at the tenant’s expense.
fees paid to third parties.
costs include brokers’ commission
The owner will either charge or not
Put options on minority participations in
Personnel benefits
charge these costs to the tenant
Management fees received from
subsidiaries
Retail Estates nv provides a defined
according to the contractual
tenants or third parties, which partially
The Group has written put
contribution pension scheme for its
arrangements made with the tenant.
cover the management costs of the
options relating to certain minority
employees and managing director.
participations in fully consolidated
This scheme is entrusted to a
Income is valued at fair value of the
subsidiaries. The exercise price of
fund that is independent from the
compensation received and entered
Corporate operating costs and other
the option may be fixed or can be
company.
into the income statement using the
current operating income and expenses
straight-line method in the periods to
The corporate operating costs cover
which it refers.
the fixed operating costs of the
determined on the basis of a preset formula and the options can be
Contributions paid during the financial
exercised at any time or at a fixed
year are recognised as expenses.
company, which operates as a legal
Property charges
entity that is listed on the stock
Property result
The property charges are valued at
market end benefits from the RREC
In accordance with IAS 32, the
The net rental result includes the rent,
the fair value of the compensation
status. These costs are incurred in
Group has recognised a financial
operating lease income and other
that has been paid or is due, and are
order to obtain transparent financial
liability regarding these put options.
incomes related to the aforementioned
entered into the income statement
information, to be economically
Initially, the liabilities have been
sources of income, minus the rent-
using the straight-line method of the
comparable with other types of
recognised for the cash value of the
related expenses, i.e., the negative
period to which they refer.
investments and to offer investors the
purchase amount as a reduction
variation in the fair value of buildings
of the minority participation. The
and the rent payable on leased assets.
date.
126
properties, are deducted.
opportunity of participating indirectly, The technical costs include, among
in a liquid manner, in a diversified
Annual report 2015-2016 I Retail Estates
real estate investment. A part of the
merger of an RREC with a company
against rising rates, Retail Estates nv
Furthermore, rental arrears are carefully
costs incurred in the context of Retail
that is not an RREC. When this
makes use of Interest Rate Swaps as
monitored by Retail Estates nv. In
Estates nv’s growth strategy are also
company first enters the consolidation
noted above. In an interest rate swap
case of non-payment, the company
included in this category.
scope of the Group, a provision for exit
the variable interest rate is exchanged
generally holds a bank guarantee.
tax liabilities is recorded.
for a fixed interest rate. Due to this
Financial result
interest rate policy, 75.63% of current
For more details, we refer to notes 34
The financial result consists of the
In principle, intermediate revisions of
loans are hedged. The company also
and 35.
borrowing costs and additional
this provision for exit tax only take
concluded forward swap contracts.
funding costs, such as the negative
place when the rise in value of this
The average interest rate of Retail
Segmented information
variations in hedging instruments
company’s property calls for this
Estates nv is 3.64%.
Since peripheral retail properties
where these are not effective within
increase. Any over valuation owing to
the meaning of IAS 39, less the
reductions in value is only established
Financing risk
portfolio of Retail Estates nv, a
income from investments.
at the time of the actual merger.
Long-term financing is concluded in
breakdown by business segment is not
constitute more than 90% of the
These adjustments to the exit tax
the form of “bullet loans”, i.e., loans
relevant. The board of directors does
Income tax
liability are recognised in the income
for which the principal must be paid
not use any other segment to make its
Income tax on the profit or loss for the
statement.
back in full after a term of five to eight
decisions.
year comprises current tax. Income tax is recognised in the income statement,
Financial risk management
years. The diversification of financing over various banks limits the Group’s liquidity risk. The Group concludes
except when related to items recognised directly to shareholders’
Evolution of the interest rates
75.63% of its loans at a fixed interest
equity, in which case it is recognised
Higher interest rates result in increased
rate, or at a variable interest rate
in shareholders’ equity. Current tax
financial expenses and a decrease
which is immediately converted to a
is the expected tax payable on the
in net current result. In the current
fixed interest rate. The net result is,
taxable income for the year, and any
context of negative interest rates,
therefore, only sensitive to interest rate
adjustment to the tax payable for
the method used by some banks of
fluctuations to a limited extent.
previous years.
demanding a floor for the Euribor rate (which is used as a reference in
Credit risk
E xit tax
the financing contracts) of 0%, has
Before a new tenant is accepted, a
Exit tax is a corporate tax on the
a negative effect on the financial
credit risk analysis is carried out on
capital gain that arises following the
costs. For hedging the interest rate risk
the basis of the available information.
127
Financial report
6. Other notes
Rental agreement type
The Group concludes commercial rental contracts for its buildings, for a Rounding off upwards or downwards to the nearest thousand can bring about
minimum period of 9 years, which, in most cases, can be terminated by the
discrepancies between the balance sheet and the income statement, and the
tenant after the expiry of the third and the sixth year, subject to a 6 months’
details presented below.
notice prior to expiry date. The rents are usually due in advance on a monthly basis (sometimes quarterly). They are indexed annually, on the anniversary of
Note 1
the rental agreement. Taxes and levies, including property tax, the insurance
The rise in rental income is mainly due to the growth of the real estate portfolio.
premium, and the common charges, are, in principle, borne by the tenant. To guarantee compliance with the obligations imposed on the tenant by virtue of
The following table shows by way of theoretical exercise how much rental income
the agreement, some tenants must provide a rental guarantee, usually in the
Retail Estates nv is certain to receive based on the current leases.
form of a bank guarantee, worth three months rent.
Rental income (in â‚Ź 000) Within one year Between one and five year(s) Within more than five years
At the start of the agreement, an inventory of fixtures is drawn up between the
31.03.16
31.03.15
68,062
55,068
must return the leased premises in the state described in the inventory of fixtures
226,994
186,463
on taking up the occupancy, subject to normal wear and tear. The tenant cannot
369,098
326,908
transfer the rental agreement or sublet the premises fully or partially, unless
parties, by an independent expert. At the expiry of the agreement, the tenant
prior written permission is obtained from the lessor. The tenant must register the This does not alter the theoretical risk of all lessees making use of their legal right of cancellation at the end of the current three-year period. In this circumstance, all the premises would by definition be empty within 3 years and 6 months. For the past three years, leases were renewed or new leases were concluded for 20.36 % of the buildings. For this part of the portfolio, the average rental prices increased from EUR 65.59 to EUR 86.65 per m². The granting of rent-free periods is rather rare in the market of peripheral retail properties. In the past three years, and out of a portfolio of 634 properties, a total of 108 months of rent-free periods was granted, which is negligible. Besides rent-free periods, no other material incentives are given when closing lease agreements.
128
agreement at his/her/its own expense.
Annual report 2015-2016 I Retail Estates
Note 2 Rental-related expenses (in € 000) Rent payable for hired assets and lease costs Impairments on trade receivables Total rental-related expenses
Note 4 31.03.16
31.03.15
-292
-488
-102
3
-394
31.03.16
31.03.15
(in € 000)
Recharging of rental charges borne by the owner Recharging of real estate taxes and taxes on let properties
31.03.16
31.03.15
Rental charges borne by the owner Real estate taxes and taxes on let properties
-1,690
-1,450
-4,444
-4,182
Total charges normally payable by tenants on let properties
-6,134
-5,632
-485
Note 3 Recovery of charges and taxes normally payable by tenants on let properties
Charges normally payable by tenants on let properties (in € 000)
The standard rental agreements usually provide for these expenses and taxes to be borne by the tenants, by means of charges forwarded by the owner. A number of the Group’s rental agreements state, however, that taxes remain payable by
1,443
1,204
4,439
4,107
the owner. This classification principally includes the costs of property tax, insurance and utilities.
Total recovery of charges and taxes normally payable by tenants on let properties
5,882
5,312
129
Financial report
Note 5 Technical costs (in € 000)
Note 7 31.03.16
31.03.15
Charges and taxes on unlet properties (in € 000)
Recurrent technical costs Structural maintenance Non-recurrent technical costs Occasional maintenance Claim events covered by insurance companies Compensations received from insurance companies
-1,634
-1,151
-1,634
-1,151
-420
-315
-402
-308
-124
-797
106
791
-2,054
-1,466
31.03.16
31.03.15
Vacancy charges of the financial year Property tax on vacant buildings
-173
-68
-165
-67
Total charges and taxes on unlet properties
-338
-135
The costs and taxes relating to unlet buildings include buildings that are vacant for a limited period of time in the context of a changeover between tenants, and properties under development (mainly property tax). On 31 March 2016, the cost for vacant property was 0.54% of the rental income received, compared to
Total technical costs
0.25% on 31 March 2015.
Structural maintenance principally covers the regular renovation of car parks
Note 8
and roofs. Occasional maintenance, on the other hand, mainly includes
Management costs are subdivided into the costs for the portfolio management
unforeseeable costs for the structure of the let premises, as a result of wear and
and other costs.
tear, uninsured accidents and vandalism. These costs mainly include the costs for the personnel responsible for this
Note 6 Commercial costs (in € 000) Brokers' commissions Publicity related to the properties Lawyers' fees and legal costs Other Total commercial costs
130
activity, the operating costs of Retail Estates nv’s principal place of business and
31.03.16
31.03.15
-72
-79
-76
-74
-178
-48
-101
-37
-427
-239
fees paid to third parties. Management fees received from the tenants, which cover partially the management costs of the real estate, are deducted.
Annual report 2015-2016 I Retail Estates
Management costs (in € 000) - Internal property management costs Office charges IT Other Housing costs Fees to third parties Public relations, communication and advertising Personnel expenses Salaries Social security Pensions and collective insurances Other Management fees received from tenants Taxes and legal costs Depreciation charges on office furniture, IT equipment and software Total property management costs
31.03.16
31.03.15
Note 9 31.03.16
31.03.15
Other property charges
-2
-4
Total other property charges
-2
-4
Other propery charges (in € 000) -104
-93
-63
-51
-41
-41
-49
-61
-269
-241
Note 10
-18
-11
-1,140
-1,071
The corporate operating costs cover the fixed operating costs of the company,
-730
-722
which operates as a legal entity that is listed on the stock market and benefits
-162
-168
-30
-34
-218
-147
8
23
from the RREC status. These costs are incurred in order to obtain transparent financial information, to be economically comparable with other types of investments and to offer investors the opportunity of participating indirectly, in a liquid manner, in a diversified real estate investment. A part of the costs incurred in the context of the company’s growth strategy are also included in this category.
-113
-65
-1,683
-1,518
Personnel costs make up most of the management costs. The table below provides an overview of the employee count in FTE. (in FTE) Property department Total Average
31.03.16
31.03.15
7.33
7.33
17.10
17.10
15.70
16.40
131
Financial report
Corporate operating costs (in â‚Ź 000) Office charges IT Other Housing costs Fees to third parties Recurrent - Lawyers - Auditors - Other Non-recurrent - Lawyers - Notary costs - Consultants Mergers and acquisitions (other than business combinations) Public relations, communication and advertising Personnel expenses Salaries Social security Pensions and collective insurances Other Renumeration of board of directors Taxes and legal costs Total operating costs
31.03.16
31.03.15
-134
-115
-87
-71
-47
-45
-56
-74
-398
-379
-149
-129
-141
-121
-8
-8
-166
-87
-13
-13
-4
-3
-149
-71
-83
-163
-47
-49
Note 11 Result on disposals of investment properties (in â‚Ź 000)
31.03.16
31.03.15
Book value of sold real estate properties
11,459
14,662
Net sales price of investment properties (sales price - transaction costs)
11,800
15,141
341
479
Total benefit or loss on disposals of investment properties
In the past financial year, 10 retail properties were sold for a net selling price of EUR 11.80 million and 1 retail property of the Distri-Land portfolio was sold for which a net coupon of EUR 1.77 million was received. Overall, the sales proceeds are in line with the investment values assessed by the real estate expert and are, therefore, higher than the fair value established by the real estate expert.
-872
-836
-470
-449
-146
-159
-46
-44
-210
-184
-247
-201
-1,087
-1,234
-2,841
-2,888
Note 12 Changes in fair value of investment properties (in â‚Ź 000) Positive change in investment properties Negative change in investment properties Total changes in fair value of investment properties
31.03.16
31.03.15
22,216
9,698
-12,000
-3,567
10,216
6,131
The limited variation in the fair value of the investment properties is mainly due to rent renewals on the one hand, and the tightening of yields on the other hand.
132
Annual report 2015-2016 I Retail Estates
Note 13
Note 15
Financial result (in € 000)
31.03.16
Collected interests and dividends Other Total financial result
31.03.15
32
74
112
107
144
181
31.03.16
31.03.15
Bank costs and other commissions
-70
-39
Total other financial charges
-70
-39
31.03.16
31.03.15
33
-15
Other financial charges (in € 000)
Note 16 Note 14
Corporate income tax (in € 000)
Net interest charges (in € 000) Nominal interest on loans Other interest costs2
1
Total net interest charges
31.03.16
31.03.15
-17,152
-17,519
300
250
-16,852
-17,269
1 Also includes the interests on Interest Rate Swaps (financial instruments). 2 Capitalised interest costs on project developments. The interest rate used is 4.50%.
The weighted average interest rate amounts to 3.64% on 31 March 2016 and 4.35% on 31 March 2015 (after application of the IRS). The company concluded almost all of its investment loans with fixed interest rates, or as long-term loans with variable interest rates that are effectively hedged against fixed interest rates through IRS (interest rate swap) contracts. The evolution of the ratio of interest charges on loans versus rental income received, amounts to 27.81% on 31 March
Company 1. Corporate income tax Tax rate of 33.99% Previous year tax adjustment
33
-15
-3
-29
36
14
2. Result taxable at 16.50% (so-called exit tax) Subsidiaries 1. Corporate income tax Current year taxes Previous year tax adjustment
-822
-314
-240
-208
-547
-208
306
0
2. Exit tax
-582
-106
Total corporate income tax
-789
-328
2016 compared to 32.46% the year before. We refer to note 35 for the complete
A regulated real estate company is subject to corporate tax solely in respect
swaps overview.
of non-tax deductible expenditure and abnormal benefits. Deferred taxes are booked for the subsidiaries on the difference between the carrying value after depreciation in the statutory annual accounts of these subsidiaries and the fair value. These deferred taxes are booked at a rate of 16.99% if the respective
133
Financial report
board of directors of Retail Estates nv and the subsidiary intend to merge the
After these capital increases, the capital amounts to EUR 199,495,654.21 on
subsidiary with the public RREC.
31 March 2016, represented by 8,866,320 shares (see also page 35 of this report). After deduction of the cumulated costs for capital increase, the capital
Note 17 Number of shares and earnings per share Movements of the number of shares Number of shares at the beginning of the financial year Number of shares at the end of the financial year Number of dividend bearing shares (weighted average) Weighted average number of shares for diluted earnings per share
at the balance sheet amounts to EUR 194,544,510.47 .
31.03.16
31.03.15
Calculation of distributable earnings (in € 000) - statutory 7,559,473
7,290,411
8,866,320
7,559,473
8,866,320
7,559,473
8,627,562
7,381,081
Capital increase by board of directors (in the framework of the authorised capital): Capital increase in cash On 5 May 2015 the board of directors of Retail Estates NV has decided to proceed with a capital increase. The gross contribution of the transaction amounted to EUR 76,214,270 million and was fully reinvested. The new shares participate in the profits as of 1 April 2015, being the beginning of the financial year of 2015-2016.
Net result + Depreciations + Impairments - Reversal of impairments +/- Other non-monetary components +/- Result on the disposal of investment properties +/- Changes in fair value of investment properties and project developments +/- IAS 39 Result ADJUSTED RESULT
31.03.16
31.03.15
35,904
33,807
218
146
264
157
-126
-154
-282
-427
-9,189
-6,436
5,006 31,795
27,093
31,795
27,093
Net reduction debt Distributable result
Capital increase through contribution in kind
The adjusted result is not subject to any further change in respect of potential
On 29 January 2016, the last part of the framework agreement with Orchestra-
non-exempt capital gains regarding the sale of investment properties. 80% of
Prémaman Belgium nv, the acquisition of a retail property in Aartselaar, was
the net adjusted result, less the net reduction during the financial year of the
executed. The contribution value of this property amounts to EUR 2.85 million
indebtedness, must be paid out, as calculated in accordance with Article 13 of the
and represents a capital increase of EUR 1.06 million. The capital amounts to
RREC R.D.
EUR 199.50 million and is assigned to the balance sheet item “issue premium”) with EUR 1.79 million to EUR 151.50 million.
134
Note 18
Annual report 2015-2016 I Retail Estates
Note 19 Calculation of pay-out ratio (in € 000) statutory
Note 20 31.03.16
31.03.15
Ordinary net earnings Diluted net earnings Distributable earnings Minimum profit distribution
35,904
33,807
35,904
33,807
31,795
27,093
25,436
21,674
Proposed gross dividend
28,372
23,434
89.23%
86.49%
31.03.16
31.03.15
Ordinary net earnings Diluted net earnings Distributable earnings Minimum profit distribution
42,035
35,238
42,035
35,238
36,793
28,877
29,434
23,102
Proposed gross dividend
28,372
23,434
Pay-out ratio
77.11%
81.15%
Pay-out ratio Calculation of pay-out ratio (in € 000) consolidated
Investment and amortisation table (in € 000)
Other tangible non-current assets
Intangible non-current assets 31.03.16
31.03.15
31.03.16
31.03.15
655
541
971
867
113
114
1.348
204
-87
-100
Acquisition value Balance at the end of the previous financial year Acquisitions Transfers and disposals of assets Transfers to/from other accounts At the end of the financial year
768
655
2.232
971
535
514
614
570
0
0
21
143
125
-79
-80
Amortisation and impairment losses Balance at the end of the previous financial year Balance of acquired companies Amortisation3 Transfers and disposals of assets At the end of the financial year Net book value
11 75 0 621
535
678
614
147
120
1.554
357
3A mortisation of non-current intangible assets and other non-current tangible assets are recognised in the income statement under ‘property management costs’. The depreciation costs on cars are included in the personnel costs.
135
Financial report
Note 21 Investment properties
Investment and revaluation table (in â‚Ź 000)
Balance at the end of the previous financial year Acquisition through purchase or contribution real estate companies Capitalised interest cost Acquisiton and contribution of investment properties Disposal through sale of real estate companies Disposal of investment properties Transfers to assets held for sale Change in fair value (+/-) At the end of the financial year
Assets held for sale
Total
31.03.16
31.03.15
31.03.16
31.03.15
31.03.16
31.03.15
837,121
745,916
4,819
4,385
841,940
750,301
142,929
28,383
697
143,626
28,383
300
250
0
300
250
19,918
70,777
2,677
22,595
70,777
-6,874
-6,874
-3,970
-2,314
-7,489
-5,474
-11,459
-7,499
-5,908
7,499
5,908
-7,788
11,999
6,889
19
12,018
6,889
1,000,799
837,121
8,222
4,819
1,009,022
841,940
1,025,536
857,862
8,427
4,939
1,033,963
862,801
OTHER INFORMATIONS Investment value of the property
Project developments (in â‚Ź 000) Balance at the end of the previous financial year Increase during the financial year Reception during the financial year At the end of the financial year
136
31.03.16
31.03.15
34,171
8,077
1,264
28,119
-24,107
-2,026
11,328
34,171
Annual report 2015-2016 I Retail Estates
Investment properties are recorded at
generating a return on his investment.
system: 5% to 8% depending on the
to 12.50%, whereby it is impossible to
fair value, using the fair value model
In a second phase, the experts deduct
Regions;
predict which percentage is applicable
in accordance with IAS 40. This fair
an estimated amount for transfer
value is equal to the amount at which
taxes (registration taxes and/or capital
a building could be traded between
gain taxes) which the purchaser or the
estate (up to 50 years for the right of
takes place. In January 2006, all the
well-informed and willing parties
seller must pay to execute a transfer
building and up to 99 years for the
experts involved in determining the
acting under normal competitive
of ownership. The investment value
long-term lease right): 0.20%;
value of Belgian regulated real estate
conditions. It was determined by
minus the estimated transfer taxes
independent experts in two phases. In
is then the fair value according to the
the first phase, the experts determine
provisions of IAS 40. The transfer of
whereby the purchaser is a
of the effective taxes for the real
the investment value of each property,
ownership of real estate in Belgium is
public law institution (e.g., an
estate portfolios of the RRECs. For
based on the discounted value of
subject to transfer taxes. The amount
entity of the European Union, of
transactions of properties with a
the future net rental income. The
of this tax depends on the transfer
the Federal Government, of a
value of over EUR 2.50 million and
discount rate used mainly depends
method, the capacity of the purchaser
regional government or of a foreign
in view of the range of methods of
on the discount rates applied in
and the geographical location of the
government): exemption from duties;
transferring ownership (see above),
the real estate market. These take
asset. The first two elements, and
account of the asset’s location, and
consequently the total amount of the
the quality of the buildings and the
taxes to be paid are, therefore, only
return for the issuance of new shares
representative sample of 220 market
tenant on the date of valuation. The
known once the transfer of ownership
to the benefit of the contributor:
transactions that took place between
future rents amount to the contractual
has been completed. The range of
exemption from duties;
2003 and 2005, worth a total of EUR
rental income over the period of the
property transfer options and the
rental agreement in force and the
corresponding taxes is as follows:
• long-term lease agreements for real
property before the actual transfer
companies were asked to determine • sale agreements for real estate
a weighted average percentage
the experts calculated the weighted • contribution in kind of real estate in
average taxes at 2.50%, based on a
6 billion. As regards transactions • sale agreement for shares of a real estate company: absence of duties;
acceptable and reasonable hypothesis concerning rental income from future
to the transfer of a given Belgian
involving buildings whose total value is lower than EUR 2.50 million, transfer rights of 10% to 12.50% are applied,
• sale agreements for real estate: • merger, split and other company
depending on the Region in which the
rental agreements in the light of the
12.50% for assets located in the
current conditions. This value matches
Brussels Capital Region and in the
reorganisations: absence of duties;
premises are located. Retail Estates nv
the price which a third party investor
Walloon Region, 10% for assets
etc.
considers its real estate portfolio as
(or hypothetical purchaser) would
located in the Flemish Region;
pay to acquire the asset with the aim of enjoying the rental income and of
• sale of real estate under the broker
a whole, which can be disposed of As a result, the effective percentage of
as a whole or as a limited number of
the registration taxes varies from 0%
larger parts. In compliance with the
137
Financial report
valuation at “fair value” by its real
During the financial year 2014-2015
Notes on IFRS 13
agreements, (as the case may
estate valuation surveyors Cushman
real estate companies were acquired
Investment properties - valuation
be) rent reductions, investments,
& Wakefield and CBRE, the value
for an amount EUR 17.73 million.
Investment properties are recorded at
etc. This information results from
of this real estate was reduced by
These real estate companies had a
fair value. Fair value is determined on
the public RREC’s financial and
2.50%, which reflects the expected
total of EUR 2.65 million in cash. The
the basis of one of the following levels
management system and is
transaction costs for the disposal
net cash flow from the purchase of
of the IFRS 13 hierarchy:
governed by the company’s general
of this real estate according to the
real estate companies amounted
valuation surveyors. For a detailed
in this way to EUR 15.08 million.
description of the valuation rules used
This resulted in a EUR 28.38 million
by the real estate valuation surveyors
increase in investment properties,
CBRE and Cushman & Wakefield, we
and a EUR -13.81 million variation in
refer to the real estate experts’ reports
working capital. In the financial year of
directly or indirectly (external)
discount rates. They are based on
on pages 106 and 107.
2014-2015, one real estate company
observable information
their professional assessment and
applicable control system. • Level 1: valuation on the basis of quoted prices in active markets
and valuation models used. The assumptions mainly relate to the
• Level 2: valuation on the basis of
was sold, resulting in a positive net
market situation, such as yields and
perception of the market.
During the financial year 2015-
cash flow of EUR 6.69 million. Due
2016, 7 real estate companies were
to this there was a decrease of the
based on non (external) observable
acquired for an amount of EUR
investment properties with an amount
information
77.04 million. The acquisition of the
of EUR 6.87 million and a variation in
property companies was paid in cash.
working capital of EUR 0.18 million.
According to the IFRS classification,
calculated on the basis of a GIY
This resulted in a EUR 142,93 million
In financial year of 2014-2015 9 retail
investment properties are level 3.
(Gross Initial Yield) capitalisation of
increase in investment properties
properties were also sold, which
variation in working capital of EUR 5.17
resulted in a decrease of investment
Investment properties are accounted
the case may be taking into account
million and increase of the financial
properties and assets held for sale of
for on the basis of valuation reports,
corrections such as the estimated
debts with EUR 60.72 million. In the
EUR 7.79 million.
• Level 3: valuation fully or partly The following methods were used: The investment value is mostly
the current annual base rent due, as
drawn up by independent and expert
market rental value, vacancy rates,
past financial year 10 retail properties
real estate valuers. These reports are
step-rents, rent-free periods, etc. The
and 1 retail property of the Distri-Land
based on:
GIY depends on the common yields on the investment markets, taking into
portfolio were sold, which resulted in a decrease of the investment properties
138
• The real estate experts’ assumptions
• Information provided by the
account the location, the suitability of
and the non-current assets held for
company, such as current rents,
the site, the quality of the tenants and
sale of EUR 11.46 million.
terms and conditions of lease
the building as at valuation.
Annual report 2015-2016 I Retail Estates
Note 22
In case of buildings where the property
view to accurately and fully reflecting
rights are divided in on the one hand,
all the information regarding the
bare ownership and, on the other
various sites in the valuations.
Non-current assets or groups of assets held for sale (in € 000)
rights, the value of the superficies
The gross market rental yield of the
or long lease rights is determined by
portfolio of Retail Estates nv currently
updating (Discounted Cash Flow) the
ranges between 6% and 10%,
net rental income, i.e. after deduction
depending on the location. We also
Recorded under assets held for sale are those assets for which a sales
of the superficies or ground rent, until
refer to the overview per cluster on
agreement has been signed but the final deed of sale had not yet been enacted.
the end of the long lease or superficies
pages 86 to 105.
These assets are usually sold within a year. It is not expected that there will be
31.03.16
31.03.15
Assets held for sale
8,222
4,819
Total assets held for sale
8,222
4,819
hand, rights of superficies or long lease
agreement.
any decreases in value regarding these assets as a result of the sale. Sensitivity of valuations
The value of the bare ownership is
The sensitivity of the fair value in
On 31 March 2016 these assets comprise 3 retail properties (fair value EUR 4.66
determined by updating (Discounted
relation to changes in the significant
million), 3 parking spaces (EUR 0.0019 million) and a house (EUR 0,69 million),
Cash Flow) the periodical superficies
non observable information used
and plots of land in Westende with a fair value of EUR 2.84 million. No
or ground rent until the expiry date of
for determining the fair value of the
agreement was yet signed for these plots of land in Westende, they are actively
this agreement.
properties classified in level 3 (in
put for sale since they do not correspond to the Group’s strategy. If these plots
accordance with the IFRS fair value
of land are not sold to individuals before 31 December 2017, they are taken back
The information provided to the real
hierarchy) is the following: the effect
by the party of which the Group at the time acquired commercial real estate,
estate experts and the assumptions
of the increase of 1% of the rental
including these plots of land. This land has been accounted for at conventional
and valuation models used are
income leads to an increase of the
value.
checked by the company’s controller
fair value of the portfolio of EUR 9.21
and the public RREC’s management.
million. The effect of an increase
All material differences (positive as
of the yield of 100 bps leads to a
well as negative) in absolute and
decrease of the portfolio’s fair value
relevant terms (versus previous
of EUR 128 million. The effect of a
quarter and versus previous year) are
decrease of the yield of 100 bps leads
compared and analysed every quarter.
to an increase of the portfolio’s fair
On this basis, the management meets
value of EUR 172 million.
with the real estate experts with a
139
Financial report
Note 23
Impairment on doubtful debtors - roll forward (in € 000)
Trade receivables and doubtful debtors
Trade receivables (in € 000) Trade receivables Invoices to be issued Doubtful debtors Income to be collected Coupon real estate certificats Distri-Land Other
31.03.16
31.03.15
2,140
1,488
195
194
-1,192
-731
220
216
At the end of the previous financial year From acquired companies Provisions Recoveries Write-offs At the end of the financial year
31.03.16
31.03.15
-731
-699
-368
-72
-281
-154
136
157
52
36
-1,192
-731
10
The accrual for doubtful debtors is established as follows: the rental arrears Total trade receivables
1,373
1,168
list is closely monitored internally. Based on a management assessment, or if obvious and demonstrable reasons exist to suggest that the claim cannot be
The outstanding trade receivables amount to EUR 0.95 million. EUR 0.25
recovered, a provision is set up. Trade receivables are payable in cash. The table
million concerns the revolving and reserve fund. Given the guarantees received
below shows an overview of the age structure of the trade receivables for which
– both rental guarantees and the bank guarantees requested – the credit risk
no value reduction was registered.
concerning trade receivables is limited to about 50% of the outstanding amount on 31 March 2016, equal to a risk of EUR 0.35 million (after deducting doubtful debtors). For more details about the Distri-Land coupon, we refer to the section ‘Real estate certificats’ in the valuation rules (pages 124 and 125 of this annual report).
140
Due < 30 days Due 30-90 days Due > 90 days Not due
31.03.16
31.03.15
88
608
6
11
129
3
471
135
Annual report 2015-2016 I Retail Estates
Note 24 Tax receivables and other current assets (in â&#x201A;Ź 000)
Taxes VAT receivable Property tax receivable Salary and social security Other Total tax receivables and other current assets
Note 26 31.03.16
31.03.15
90
351
1,367
1,041
9
7
1,466
Deferred charges and accrued income (in â&#x201A;Ź 000)
Completed, property returns not due Rental discounts and rental benefits to be appropriated Property costs paid in advance Interest and other financial costs paid in advance Other
31.03.16
31.03.15
95
111
219
392
336
202
79
277
729
982
1,399
Total deferred charges and accrued income
Note 25 31.03.16
31.03.15
Cash
1,315
1,469
Total cash and cash equivalents
1,315
1,469
Cash and cash equivalents (in â&#x201A;Ź 000)
The deferred charges mainly concern assurances and maintenance costs of the ERP software.
141
Financial report
Note 27 Shareholders’ equity Capital
Capital evolution
142
Date
Transaction
12/07/1988 27/03/1998 30/04/1999 30/04/1999 30/04/1999 30/04/1999 30/04/1999 30/04/1999 1/07/2003 31/12/2003 5/11/2004 5/11/2004 10/08/2005 21/11/2006 30/11/2007 30/06/2008 5/09/2008 30/04/2009 24/11/2009 5/02/2010 31/03/2010 05/05/2010 21/06/2010 30/11/2010 30/11/2010 30/11/2010
Incorporation IPO and 1st listing on Euronext Brussels Capital decrease (incorporation of losses) Merger by acquisition Capital decrease (incorporation of losses) Incorporation of losses Incorporation of issue premium and revaluation gain Cash contribution Cash contribution Public bid on real estate certificates Distri-Land Partial incorporation of issue premium Annulment of 20 bearer shares Merger by absorption Merger by absorption Contribution in kind in the context of a partial split Contribution in kind in the context of a partial split Contribution in kind Contribution in kind Contribution in kind in the context of a partial split Contribution in kind Contribution in kind in the context of a partial split Contribution in kind Contribution in kind Contribution in kind Contribution in kind Contribution in kind
Capital movement
Total remaining capital after the transaction
(in € 000)
(in € 000)
Number of shares created
Total number of shares
-
74
3,000
3,000
20,563
20,637
1,173,212
1,176,212
-5,131
15,505
-
1,176,212
1,385
16,891
283,582
1,459,794
-2,267
14,624
-
1,459,794
-174
14,451
-
1,459,794
4,793
19,244
-
1,459,794
10,854
30,098
823,348
2,283,142
12,039
42,137
913,256
3,196,398
4,907
47,043
372,216
3,568,614
33,250
80,294
-
3,568,614
-1
80,293
-20
3,568,594
1
80,294
130
3,568,724
10
80,303
228
3,568,952
3,804
84,107
169,047
3,737,999
1,882
85,989
83,632
3,821,631
534
86,523
23,750
3,845,381
5,625
92,148
250,000
4,095,381
6,944
99,092
308,623
4,404,004
4,380
103,472
194,664
4,598,668
910
104,382
40,459
4,639,127
3,288
107,671
146,135
4,785,262
2,662
110,332
118,293
4,903,555
2,212
112,544
98,301
5,001,856
1,280
113,824
56,872
5,058,728
66
113,890
2,935
5,061,663
Annual report 2015-2016 I Retail Estates
Capital evolution
Date
Transaction
27/06/2011 30/03/2012 4/07/12 27/07/12 28/06/13 28/06/13 28/11/14 28/05/15 29/01/16
Contribution in kind Contribution in kind in the context of a partial split Contribution in kind Contribution in kind - stock optional dividend Contribution in kind Capital increase in cash Contribution in kind Capital increase in cash Contribution in kind
Capital movement
Total remaining capital after the transaction
(in € 000)
(in € 000)
5,520
121,399
Number of shares created
Total number of shares
245,348
5,395,408
937
122,336
41,666
5,437,074
4,694
127,030
208,607
5,645,681
3,768
130,798
167,441
5,813,122
540
131,338
24,009
5,837,131
32,699
164,037
1,453,280
7,290,411 7,559,473
6,054
170,091
269,062
28,345
198,436
1,259,740
8,819,213
1,060
199,496
47,107
8,866,320
The company’s share capital is fixed at one hundred and ninety-nine million four hundred ninety-five thousand six hundred fifty-four euros and twenty-one cents (EUR 199,495,654.21). Moreover, it is represented by eight million eight hundred and sixty-six thousand three hundred and twenty (8,866,320) shares, without par value, of which each represents an equal share of the capital. The capital is paid up in full. We refer to chapter 6 of the articles of association of Retail Estates nv (on pages 172 till 175 of this report).
143
Financial report
Note 28
IFRS standards), the transfer charges that were deducted from the investment value amounted to EUR 4.90 million. This amount was recognised under this
Issue premium evolution (in € 000) Date
Transaction
Issue premiums
Previous financial year 28/05/15 Capital increase in cash 29/01/16 Contribution in kind
101,839
Total issue premiums 31/03/2016
151,499
47,870 1,790
Note 29 Impact on fair value of estimated transfer rights and costs resulting from the hypothetical disposal of investment properties (in € 000) Balance at the end of the previous financial year Change during the financial year
31.03.16
31.03.15
item in the shareholders’ equity.
Note 30 Other non-current financial liabilities
31.03.16
31.03.15
Authorised hedging instruments (also refer to note 35) Other
28,155
24,587
Total other non-current financial liabilities
28,155
(in € 000)
13,814 38,401
The debts concerning the minority shareholders for an amount of EUR 13.81 million pertain to the recognition of the debt for the further acquisition of the shares in Retail Warehousing Invest nv, which are not yet fully owned by Retail
-20,861
-18,387
-4,081
-2,474
Estates nv. The deferred taxes concern the spread taxations of realised capital gain of
Total impact on fair value of estimated transfer rights and costs resulting from the hypothetical disposal of investment properties
subsidiaries. There are neither not-recognised financial losses, nor other sources of deferred taxes. -24,942
-20,861
As stated in note 21, Retail Estates nv considers its real estate portfolio as an entity than can be disposed of as a whole, or as a limited number of larger parts. In accordance with valuation at ‘fair value’ from its valuation surveyors Cushman & Wakefield and CBRE, the value of the properties was reduced by 2.50% subject to the valuation surveyors’ expected transaction charges at the disposal of the properties. On 1 April 2004 (the date of the first application of the IAS/
144
Annual report 2015-2016 I Retail Estates
Note 31 Trade debts and other current debts (in € 000)
Trade debts Invoices to be received Taxes payable Other current debts Total trade debts and other current debts
Note 33 31.03.16
31.03.15
807
796
6,172
4,126
57
191
279
322
7,315
5,435
Accrued charges and deferred income
31.03.16
31.03.15
Property returns received in advance Completed, not due interests and other financial costs Other
2,642
1,818
3,015
2,380
307
212
Total accrued charges and deferred income
5,963
4,410
(in € 000)
The deferred revenues mainly concern rents paid in advance.
Note 32 Other current liabilities (in € 000)
31.03.16
31.03.15
Note 34 Breakdown by due date of credit lines
Dividends payable Other Total other current liabilities
34
33
15,599
15,333
15,633
15,366
Despite the transfer of the debts for the acquisition of the shares of Retail Warehousing Invest nv from long to short term, the “Other current liabilities” continue to remain on the same level as last year. This is attributable to the fact that in the meanwhile the shares of Mijn Retail nv are 100% owned by Retail Estates NV.
(in € 000)
Non-current Bilateral loans - variable or fixed rate Financiële leasing Bond loan Subtotal Current Bilateral loans - variable or fixed rate Financiële leasing Subtotal Total
31.03.16
31.03.15
398,225
310,631
9 29,788
29,748
428,023
340,379
42,593
57,209
4 42,597
57,209
470,620
397,588
145
Financial report
Breakdown by maturity of non-current financial debts (in € 000) Between one and two year(s) Between two and five years More than five years Breakdown by the variable or fixed-rate nature of the loans (in € 000)
31.03.16
31.03.15
Non-current and current financial debts
75.63% of the loans have a fixed rate or are hedged by an interest rate swap 100,378
93,705
257,080
214,013
70,555
32,661
31.03.16
31.03.15
contract. The estimate of future interest takes into account the debt position on 31 March 2016 and interest hedges under current contracts. For the EUR 114.70 million unhedged portion of the registered debts, the Euribor rate on 31 March 2016 and the banking margin is applied. The bond loan was emitted on 23 April 2014 with a 7-year term and an interest rate of 3.556%.
Variable rate loans Fixed rate loans
368,599
293,506
102,007
104,082
Interest charges analysis – interest sensitivity
The degree to which Retail Estates nv can finance itself significantly impacts its Retail Estates nv has the following unused credit facilities (in € 000)
31.03.16
31.03.15
profitability. Property investment generally entails a relatively high level of debt financing. To optimally limit this risk, Retail Estates nv applies a relative cautious and conservative strategy (see mentioned above). In this manner, a rise in the interest
Expiring within one year Expiring after one year
25,000 99,512
rate has no substantial impact on the total result. However, interest rate increases 95,212
or decreases have an impact on the market value of the concluded IRS-contracts and therefore on the shareholders’ equity and the unrealised IAS 39 result. If the
Estimate of the future interest expenses
Total future interest expenses 31.03.16
31.03.15
Within one year Between one and five year(s) More than five years
16,969
15,827
48,217
37,604
16,284
3,986
Total
81,470
57,417
interest rate rose by 1%, this would have a positive impact of EUR 16.97 million on the shareholders’ equity and the unrealised IAS 39 result. If the interest rate declined by 1%, this would have a negative impact of EUR -18.09 million on the shareholders’ equity and the unrealised IAS 39 result.
146
In principle, Retail Estates nv has an agreement with its banks for a debt ratio covenant of 60%.
Annual report 2015-2016 I Retail Estates
Note 35 Financial instruments on 31 March 2016
Summary of financial instruments as at closing date 31.03.16 (in â&#x201A;Ź 000) I. Non-current assets Financial non-current assets Loans and receivables II. Current assets Trade receivables and other receivables Cash and cash equivalents
Categories
II. Current liabilities Interest-bearing liabilities Current trade debts and other debts Total financial instruments on the liabilities side of the balance sheet
Fair value
Level
C
0
0
2
A
10
10
2
A
2,839
2,839
2
B
1,315
1,315
2
4,164
4,164
Total financial instruments on the assets side of the balance sheet I. Non-current liabilities Interest-bearing liabilities Credit institutions Other Other non-current liabilities Other financial liabilities
Book value
A
2
A
428,013
A
9
2 9
2
A
0
0
2
C
28,155
28,155
2
A
42,601
42,601
2
A/C
36,704
36,704
2/3
535,482
107,469
147
Financial report
The categories correspond with the following financial instruments:
• either because they have a short-term maturity (like trade receivables and
A. F inancial assets or liabilities (including receivables and loans) held until
• or because they have a variable interest rate.
debts), maturity, at the amortised cost. B. Investments held until maturity, at the amortised cost.
The fair value of debts having a fixed interest rate is valuated by means of an
C. A ssets or liabilities, held at the fair value through the profit and loss account,
actualisation of their future cash flows, taken into account the Group’s credit risk.
except for financial instruments determined as hedging instruments. Financial instruments at amortised cost
The aggregate financial instruments of the Group correspond with level 2 in the
Given the short-term nature of the trade receivables and payables, the fair
fair values hierarchy. Fair value valuation is carried out regularly.
value is approximately close to the nominal value of these financial assets and liabilities. On 31 March 2016, Retail Estates nv has EUR 368.60 million of financial
Level 2 in the fair values hierarchy includes the other financial assets and
debts at variable interest rates and EUR 102.01 million of financial debts at
liabilities, in respect of which the fair value is based on other information, which
fixed interest rates. Of the debts at variable interest rates, EUR 253.90 million
can, directly or indirectly, be determined for the relevant assets or liabilities.
are hedged by interest swap contracts. The fixed interest rates at which these long-term debts were originally concluded in most cases no longer correspond to
The valuation techniques regarding the fair value of the level 2 financial
prevailing money market rates, leading to a difference between their book values
instruments are the following:
and their fair values. The following table compares the total amount of the fixedrate debts at book value and at fair value at the end of the 2015-2016 financial
- The categories ‘other financial liabilities’ and ‘financial fixed assets’ concern
year. Here, the fair value of the fixed-rate debts is estimated by discounting their
Interest Rate Swaps (IRS), in respect of which the fair value is determined by
future cash flows at an interest rate that reflects the Group’s credit risk. The fair
means of interest rates applicable in active markets, and generally provided by
value of the fixed-rate debts is mentioned in the underlying table, the book value
financial institutions.
is equal to the amortised cost. The financial debts with a variable rate have a
- The fair value of the other level 2 financial assets and liabilities is almost equal
book value close to their fair value.
to their book value:
Financial debts at fixed interest rate
31.03.16 Book value
Financial debts at fixed interest rate
148
102,007
31.03.15 Fair value 120,021
Book value 104,082
Fair value 113,933
Annual report 2015-2016 I Retail Estates
Financial instruments at fair value
Fair value of financial assets and liabilities
Overzicht swaps:
31.03.16
31.03.15
Fair value of financial derivatives
-28,155
-24,587
Total fair value of financial assets and liabilities
-28,155
-24,587
(in â&#x201A;Ź 000)
The Group uses financial derivatives (interest rate swaps) to hedge interest rate risks arising from operational, financing and investment activities. Financial derivates are initially booked at cost price and revalued to fair value on the subsequent reporting date. The derivatives currently used by Retail Estates nv qualify as cash flow hedges only to a limited degree. Changes in the fair value of derivatives that do not qualify as cash flow hedges are booked immediately to the profit and loss account. EUR 4.99 million was recorded in the income statement regarding financial instruments. EUR 1.88 million relates to the linear depreciation of the value on 31 December 2015 of the derivatives that do not longer qualify as cash flow hedges. EUR 3.11 million relates to the changes in fair value of the derivatives for the period 31 December 2015 to 31 March 2016. Swaps qualifying as cash flow hedges are directly recognized in the equity and are not included in the income statement. The interest rate swaps are level 2 instruments.
Other non-current liabilities Starting date
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24
Ending date
Interest rate
Notional amount (in â&#x201A;Ź 000)
Hedge accounting
3.04%
7,591
NO
05/2012
04/2016
12/2011
06/2016
1.70%
25,000
NO
11/2011
11/2016
3.03%
10,000
NO
12/2006
12/2016
4.05%
37,000
NO
10/2007
12/2016
4.21%
6,000
NO
03/2010
03/2017
4.94%
8,500
YES
06/2012
06/2017
3.22%
20,000
NO
07/2007
07/2017
4.77%
10,000
NO
06/2012
09/2017
3.03%
10,000
NO
09/2012
09/2017
3.35%
6,000
NO
03/2008
03/2018
4.08%
5,000
NO
04/2014
03/2018
1.91%
20,500
NO
11/2013
11/2018
3.69%
30,000
NO
09/2014
09/2019
2.69%
21,000
NO
02/2015
01/2020
1.48%
20,000
NO
01/2016
01/2021
1.82%
10,000
NO
01/2017
01/2022
1.44%
45,000
YES
06/2016
06/2022
1.03%
30,000
YES
10/2017
10/2022
1.70%
15,000
NO
06/2016
06/2023
1.04%
25,000
NO
06/2016
06/2023
1.03%
10,000
NO
06/2017
06/2023
1.36%
40,000
NO
03/2009
12/2023
3.89%
7,310
NO
06/2017
06/2024
1.29%
35,000
NO
149
Financial report
Note 36 Calculation debt ratio (in € 000) Liabilities To be excluded: I. Non-current liabilities Provisions Authorised hedging instruments Deferred taxes II. Current liabilities Provisions Authorised hedging instruments Accrued charges and deferred income Total debt
Directors and members of the board of directors/executive officers
31.03.16
31.03.15
541,445
466,227
34,118
29,434
28,155
25,024
0
82
28,155
24,587
0
355
5,963
4,410
The board of directors’ and executive officers’ remuneration is entered in the “corporate operating costs” (see note 10):
31.03.16
31.03.15
Directors
501
438
Total
501
438
(in € 000)
Directors and executive officers do not receive any other benefits from the company. Retail Estates nv has no executive committee. These amounts are all short-term benefits. We refer to the remuneration report on page 40.
Note 38 5,963
4,410
507,327
436,793
Net reduction debt Total assets
1,015,615
847,439
DEBT RATIO
49.95%
51.54%
Note 37
Auditor’s fee (VAT excl.) Remuneration of the auditor for the audit assignment Remuneration for exceptional duties or special assignments - Other audit assignments - Tax consultancy assignments - Other assignments outsite the audit assignment
31.03.16
31.03.15
92
104
5
17
9
3 170
Related parties
The company’s related parties are its subsidiaries and its directors and
In compliance with Article 133, §6, of the Companies Code, the one-to-one rule
members of the board of directors/executive officers. The transactions with the
must be judged at the level of Retail Estates nv. It was not exceeded. The other
subsidiaries are eliminated in the consolidation.
assignments, besides the audit assignments, mainly concern due diligence assignments.
150
Annual report 2015-2016 I Retail Estates
Note 39
Per 31.03.2016
Acquired real estate companies and investment properties
During the financial year of 2015-2016 10 retail properties and 1 retail property of
Per 31.03.2015
the Distri-Land portfolio were sold for a net sales price of EUR 11.80 million, which
The purchases and own developments in the 2014-2015 financial year resulted
resulted in a decrease of the investment properties by EUR 11.46 million. Rental
in a EUR 71.29 million real estate increase (without project developments). The
income fell by EUR 0.22 million as a result of this divestment. If these sales had
total rental income increased by EUR 2.17 million in the financial year 2014-2015
taken place on 1 April 2015, rental income would have been EUR 0.79 million lower.
as a result of these investments. If these acquisitions had taken place on 1 April 2014, the rental income would have increased by EUR 4.53 million. The operating
Note 40
result increased by EUR 3.94 million as a result of these investments.
Events after the balance sheet date Private placement of a ten-year bond
Per 31.03.2016
On 29 April 2016, Retail Estates nv successfully proceeded to a private placement
The purchases and own developments in the 2015-2016 financial year resulted
of a ten-year bond, for a total amount of EUR 30 million, with maturity on 29 April
in a EUR 166.52 million real estate increase. The total rental income increased by
2026. For an amount of EUR 26 million of the total placement, the bonds have
EUR 6.90 million in the financial year 2015-2016 as a result of these investments.
been placed with a floating interest rate and for an amount of EUR 4 million with
If these acquisitions had taken place on 1 April 2015, the rental income would
a fixed interest rate. The net proceeds of the bond will be used for the financing of
have increased by EUR 11.65 million. The operating result increased by EUR 10.13
the working capital of Retail Estates nv. By means of this bond, funding resources
million as a result of these investments.
are further diversified and the average maturity of the debt is prolonged.
Sold real estate companies and investment properties Per 31.03.2015
In the financial year 2014-2015, 1 company was sold for a net selling price of EUR 8.22 million, reducing the investment properties by EUR 6.87 million. Moreover, 9 retail properties were sold for a net selling price of EUR 8.08 million, reducing the investment properties by EUR 7.79 million. Rental income fell by EUR 0.75 million as a result of this divestment. If these sales had taken place on 1 April 2014, rental income would have been EUR 0.94 million lower.
151
Financial report
Bijlage 41 List of consolidated companies and changes in the circle of consolidation
As at 31 March 2016, the following subsidiaries are part of the consolidation perimeter of Retail Estates nv:
Subsidiary
External financial debts4 (in € 000)
Retail Warehousing Invest nv Finsbury Properties nv Fimitobel nv Paneuropean Retail Properties nv Paneuropean Property Investments nv Vlaamse Leasing Maatschappij nv Localiège nv Texas Management nv TBK bvba
Investment properties4 (in € 000)
Rental income5 (in € 000)
Participation percentage
12,394
52,948
3,426
62.50%
0
5,645
0
100%
0
2,092
1
100%
0
81,401
5,333
100%
0
30,358
0
100%
0
11,635
533
100%
0
3,283
120
100%
0
5,278
14
100%
0
10,325
33
100%
4 Value at closing date of the consolidated figures (31.03.2016). 5 For the period the companies are part of the Group in the current financial year.
During the past financial year, Retail Estates nv acquired the control of
Minority interests - Retail Warehousing Invest nv
Fimitobel nv, Paneuropean Retail Properties nv, Paneuropean Investments nv,
On 4 July 2012, the control was acquired over Retail Warehousing Invest nv by
Localiège nv, Vlaame Leasing Maatschappij nv, Texas Management nv en
the acquisition of an interest of 62.50% of its shares. The agreement concluded
TBK bvba. The board of directors of Retail Estates nv established the mergers
with a view to acquiring the control provides that Retail Estates nv, at the latest
by absorption of the subsidiaries Mijn Retail nv, Aalst Logistics nv en Frun Park
on 1 July 2016, acquires all shares of this company that are not yet fully owned
Wetteren nv, in the past financial year.
by Retail Estates nv, on the basis of the same valuation formula laid down in order to acquire control on 4 July 2012. Upon acquisition of the minority interest,
For more information, see chapter 3 of the management report (pages 31 till 36).
the underlying real estate value used in this formula will be checked against the
None of these acquisitions was considered as a business combination under IFRS 3.
valuation of the real estate expert applicable at that time and, as the case may be, be limited to that valuation in accordance with Article 37 of the RREC Law of 12 May 2014.
152
Annual report 2015-2016 I Retail Estates
Minority interests – accounting
Note 42
As of 31 December 2012, the balance sheet has been drawn up on the
Determination of the amount in accordance with Article 617 of the Belgian
assumption that all minority interests are acquired (in accordance with IFRS),
Companies Code
irrespective of the timing of such acquisition and on the assumption that such
The amount referred to in Article 617 of the Belgian Companies Code, of the paid-
acquisition is paid in cash. This reflects the maximum debt ratio on the basis of
up capital or if that amount is higher, of the called-up capital, increased with all the
the available information and the development stage of the projects. The impact
reserves that cannot be distributed (in accordance with the law or with the provisions
on the current liabilities amounts to EUR 15.63 million.
of the articles of association), is determined in Article 13, §1, of the RREC R.D.
This calculation takes place on the basis of the statutory annual accounts of Retail Estates nv. (in € 000)
31.03.16
31.03.15
Non-distributable elements of the shareholders' equity before distribution of results Paid-up capital Non-available issue premiums pursuant to the articles of association Reserve for the positive balance of the variations of the fair value of real estate Reserve for the impact on the fair value of estimated transfer rights and costs resulting from the hypothetical disposal of investment properties Reserve for the balance of the changes in fair value of authorised hedging instruments qualifying for hedge accounting Reserve for the balance of the changes in fair value of authorised hedging instruments not qualifying for hedge accounting Other reserves
400,426 194,545 151,499 96,955
315,934 166,902 101,839 89,185
-19,887 -5,556 -17,573 443
-18,025 -24,322
1,621 9,189 -2,562 -5,006
4,339 6,436 -2,097
Total shareholders' equity, statutory, non-distributable
402,047
320,273
Shareholders' equity, statutory Planned dividend distribution Shareholders' equity, statutory, after distribution of dividends
474,409 28,372 446,037
382,990 23,434 359,556
43,990
39,283
Profit and loss of the financial year that must be allocated to the non-distributable reserves in accordance with Article 13, §1, of the RREC R.D. Result on portfolio Revaluation of participations6 Changes in fair value of financial assets and liabilities (non-effective hedges - IAS 39) and of financial non-current assets
Remaining reserve after distribution
355
6 Contains the changes in the fair value of the participations of the 100% subsidiaries, and the total changes concerning the subsidiaries of which Retail Estates does not own 100% of the shares.
153
Financial report
7. Free translation of the Statutory Auditor’s report to the General Shareholders’ Meeting on the consolidated Financial statements for the year ended 31 March 2016
Report on the consolidated financial statements – U nqualified opinion
adopted by the European Union,
An audit involves performing
and implemented by the royal
procedures to obtain audit evidence
We have audited the consolidated
decree of 13 July 2014 and with the
about the amounts and disclosures
financial statements of Retail
legal and regulatory requirements
in the consolidated financial
Estates NV (“the Company”) and
applicable in Belgium. The Board
statements. The procedures
its subsidiaries (jointly “the Group”),
of Directors is also responsible for
selected depend on the Statutory
prepared in accordance with the
the set-up of the internal control it
Auditor’s judgment, including his
In accordance with the legal
International Financial Reporting
determines is necessary to enable
assessment of the risks of material
requirements, we report to you on
Standards as adopted by the
the preparation of consolidated
misstatement of the consolidated
the performance of our mandate
European Union and implemented
financial statements that are
financial statements, whether due
of Statutory Auditor. This report
by the royal decree of 13 July 2014,
free from material misstatement,
to fraud or error. In making those risk
includes our opinion on the
and with the legal and regulatory
whether due to fraud or error.
assessments, the Statutory Auditor
consolidated financial statements,
requirements applicable in Belgium.
as well as the required additional
The total of the consolidated
Statutory Auditor’s responsibility
to the Group’s preparation and fair
statements. The consolidated
statement of financial position
Our responsibility is to express
presentation of the consolidated
financial statements comprise the
amounts to ‘000’ EUR 1,015,615
an opinion on these consolidated
financial statements in order to
consolidated statement of the
and the consolidated statement
financial statements based on
design audit procedures that are
balance sheet as at 31 March 2016
of comprehensive income shows a
our audit. We conducted our audit
appropriate in the circumstances,
and the consolidated statements
profit of ‘000’ EUR 42,035.
in accordance with International
but not for the purpose of
Standards on Auditing (ISAs).
expressing an opinion on the
comprehensive income, changes in
Board of Directors’ responsibility for the
Those standards require that we
effectiveness of the group’s internal
equity and cash flows for the year
preparation of the consolidated financial
comply with ethical requirements
control. An audit also includes
then ended, and notes, comprising a
statements
and plan and perform the audit to
evaluating the appropriateness
summary of significant accounting
The Board of Directors is
obtain reasonable assurance about
of accounting policies used and
policies and other explanatory
responsible for the preparation
whether the consolidated financial
the reasonableness of accounting
information.
and fair presentation of these
statements are free from material
estimates made by the Board of
consolidated financial statements
misstatement.
Directors, as well as evaluating
of profit or loss and other
154
considers internal control relevant
in accordance with the International
the overall presentation of the
Financial Reporting Standards as
consolidated financial statements.
Annual report 2015-2016 I Retail Estates
We have obtained from the Board
Other Matter
of Directors and the Company’s
The consolidated financial
officials the explanations and
statements of Retail Estates NV for
information necessary for
the year ended 31 March 2015 have
consolidated financial statements
performing our audit.
been audited by another auditor,
includes the information required
consolidated financial statements: •T he directors’ report on the
who issued an unqualified audit
by law, is consistent with the
We believe that the audit evidence
opinion on these consolidated
consolidated financial statements
we have obtained is sufficient and
financial statements on 27 May
and does not present any
appropriate to provide a basis for
2015.
material inconsistencies with the
our opinion.
Unqualified Opinion
Report on other legal and regulatory requirements
In our opinion, the consolidated
The Board of Directors is responsible
financial statements give a true and
for the preparation and the content
fair view of the Group’s net equity
of the directors’ report on the
and consolidated financial position
consolidated financial statements.
information that we became aware of during the performance of our mandate.
Sint-Stevens-Woluwe, 25 May 2016
as at 31 March 2016 and of its consolidated financial performance
In the context of our mandate and
and its consolidated cash flows for
in accordance with the Belgian
The Statutory Auditor
the year 31 March 2016 then ended
standard which is complementary
PwC Bedrijfsrevisoren BCVBA
in accordance with the International
to the International Standards
Represented by
Financial Reporting Standards as
on Auditing (ISAs) as applicable
adopted by the European Union and
in Belgium, our responsibility is
Damien Walgrave
implemented by the royal decree of
to verify, in all material respects,
Bedrijfsrevisor
13 July 2014 and with the legal and
compliance with certain legal and
regulatory requirements applicable in
regulatory requirements. On this
Belgium.
basis, we provide the following additional statement which does not impact our opinion on the
155
Financial report
8. A. Statutory income statement 31.03.16
31.03.15
Rental income Rental related expenses
50,322
46,679
-500
-492
Net rental income
49,822
46,187
INCOME STATEMENT (in â&#x201A;Ź 000)
Recovery of property expenses Recovery of rental charges and taxes normally payable by tenants on let properties Rental charges and taxes normally payable by tenants on let properties Other rental related income and expenses Property result Technical costs Commercial costs Charges and taxes on unlet properties Property management costs Other property costs
4,747 -5,015
-41
-51
49,534
45,869
-1,799
-1,315
-339
-255
-294
-119
-525
-858
-2
-3
Property costs
-2,959
-2,550
Operating property result
46,575
43,319
Operating corporate costs Other current operating income and expenses
-2,489
-2,537
44,086
40,783
282
427
9,189
6,436
Operating result before result on portfolio Result on disposals of investment properties Result on sales of other non-financial assets Changes in fair value of investment properties Other result on portfolio
156
4,758 -5,005
Annual report 2015-2016 I Retail Estates
INCOME STATEMENT (in â&#x201A;Ź 000) Operating result Financial income Net interest charges Authorised hedging instruments' costs Other financial charges Financial result Result before taxes Taxes Net result Note: Net current result Result on portfolio Revaluation participations6 IAS 39 result
31.03.16
31.03.15
53,556
47,646
3,595
2,800
-16,244
-16,574
-5,006 -30
-32
-17,685
-13,806
35,871
33,840
33
-33
35,904
33,807
28,841
25,109
9,471
6,863
2,598
1,836
-5,006
8. B. Statutory statement of other comprehensive income 31.03.16
31.03.15
Net result Other components of other comprehensive income, recyclable in income statements: Impact on the fair value of estimated transaction rights and costs resulting from the hypothetical disposal of investment properties Changes in the the fair value of authorised hedging instruments qualifying for hedge accounting as defined by IFRS
35,904
33,807
-1,862
-2,040
1,193
-915
COMPREHENSIVE INCOME
35,235
30,853
Statement of other comprehensive income (in â&#x201A;Ź 000)
157
Financial report
9. Statutory balance sheet ASSETS (in â&#x201A;Ź 000) Non-current assets Goodwill Intangible non-current assets Investment properties Other tangible non-current assets Financial non-current assets Trade receivables and other non-current assets Current assets Non-current assets or groups of assets held for sale Trade receivables Tax receivables and other current assets Cash and cash equivalents Deferred charges and accrued income TOTAL ASSETS
158
31.03.16
31.03.15
957,102
782,409
145
120
798,654
729,976
1,554
357
156,748
51,955
2
2
30,206
23,116
7,525
4,819
1,235
1,132
19,807
15,070
1,009
1,231
631
865
987,308
805,525
Annual report 2015-2016 I Retail Estates
31.03.16
31.03.15
Shareholders’ equity Capital Issue premiums Reserves Net result of the financial year
474,409
382,990
194,545
166,902
151,499
101,839
Liabilities Non-current liabilities Provisions Non-current financial debts Credit institutions Long term financial lease Other non-current liabilities Deferred taxes
SHAREHOLDERS’ EQUITY AND LIABILITIES (in € 000)
Current liabilities Current financial debts Credit institutions Short term financial lease Trade debts and other current debts Other current liabilities Accrued charges and deferred income TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES
92,461
80,441
35,904
33,807
512,898
422,536
451,908
352,328
423,773
328,005
423,763
328,005
10 28,135
24,322
60,990
70,208
34,477
54,769
34,473
54,769
4 5,775
11,439
15,632
73
5,106
3,928
987,308
805,525
159
Financial report
10. Statutory statement of changes in shareholders’ equity STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (in € 000)
Balance according to IFRS on 31 March 2014
Capital ordinary shares
Issue premiums
Reserves*
Net result of the financial year
TOTAL Shareholders’ Equity
160,961
93,094
77,177
26,677
357,909
4,876
-4,876
-70
70
- Net appropriation of profits 2014-2015 - Transfer of portfolio result to reserves - Transfer of net current result to reserves - Reclassification between reserves - Dividends of the financial year 2013-2014
-21,871
-21,871
- Capital increase - Capital increase through contribution in kind
6,054
8,744
- Increase in shareholders' equity as a result of mergers - Costs of capital increase
1,609
-195
-195
-113
-113
- Other - Global result 31/03/2015 Balance according to IFRS on 31 March 2015
14,798 1,609
166,902
101,838
-2,955
33,807
30,853
80,441
33,807
382,990
8,272
-8,272
2,101
-2,101
- Net appropriation of profits 2015-2016 - Transfer of portfolio result to reserves - Transfer of net current result to reserves - Reclassification between reserves - Dividends of the financial year 2014-2015 - Capital increase - Capital increase through contribution in kind
-23,434 28,344 1,060
47,870
- Costs of capital increase
2,608
-1,762
-1,762 -291
- Global result 31/03/2016
160
2,850 2,608
- Other Balance according to IFRS on 31 March 2016
76,214
1,790
- Increase in shareholders' equity as a result of mergers
194,545
-23,434
151,499
-291
-669
35,903
35,235
92,461
35,903
474,409
Annual report 2015-2016 I Retail Estates
* Detail of the reserves (in â&#x201A;Ź 000)
Balance according to IFRS on 31 March 2014
Legal reserve
Reserve for the positive/ negative balance of changes in the fair value of real estate properties
333
87,241
Available reserves
Impact on the fair value of estimated transfer rights and costs resulting from the hypothetical disposal of investment properties
Changes in the effective part of the fair value of authorised hedging instruments qualifying for hedge accounting as defined by IFRS
8,761
-15,985
-23,407
Changes in the effective part of the fair value of authorised hedging instruments are not subjected to qualify for hedge accounting as defined by IFRS
Results carried forward from previous financial years
TOTAL
20,234
77,177
- Net appropriation of profits 2014-2015 4,876
- Transfer of portfolio result to reserves
4,876
- Transfer of net current result to reserves -3,160
- Reclassification between reserves
2,965
-70
-70
1,358
1,609
195
- Capital increase through contribution in kind - Increase in shareholders' equity as a result of mergers
23
228
- Costs of capital increase -195
- Other - Global result 31/03/2015 Balance according to IFRS on 31 March 2015
356
89,185
11,726
-195
-2,040
-915
-18,025
-24,322
-2,955 21,522
80,442
- Net appropriation of profits 2015-2016 8,272
- Transfer of portfolio result to reserves
8,272
- Transfer of net current result to reserves -499
- Reclassification between reserves
208
291
21,058
2,101
2,101
2,524
2,608
-21,058
- Capital increase through contribution in kind - Increase in shareholders' equity as a result of mergers
87
-3
- Costs of capital increase -291
- Other - Global result 31/03/2016 Balance according to IFRS on 31 March 2016
443
96,955
11,934
-291
-1,862
-2,292
3,485
-19,887
-5,556
-17,573
-669 26,147
92,461
161
Financial report
11. Statutory result affectation Statutory result allocation (in â&#x201A;Ź 000) Net result
31.03.16
31.03.15
35,904
33,807
-9,189
-6,436
Allocation to / transfer from reserves - Allocation to / transfer from the reserves for the balance of changes in fair value of investment properties Financial year - Allocation to / transfer from the reserves of estimated transfer rights and costs resulting from the hypothetical disposal of investment properties - Allocation to / transfer from the reserves for the balance of changes in fair value of authorised hedging instruments not subject to hedge accounting - Allocation to / transfer from other reserves7 - Increase in shareholders' equity as a result of mergers Remuneration of capital
5,006 -2,598
-1,836
2,524
1,358
28,372
23,434
3,275
3,459
Remuneration of capital - other Result to be carried forward 7 This includes the revaluation of the subsidiariesâ&#x20AC;&#x2122; participation, at fair value.
162
Annual report 2015-2016 I Retail Estates
163
Permanent document
permanent document 164
7
Annual report 2015-2016 I Retail Estates
O1 General information
167
O2 Articles of association
170
165
Permanent document
166
BE-MINE BOULEVARD, BERINGEN -›
Annual report 2015-2016 I Retail Estates
01
Legal form, establishment, publication Estates – Vastgoedbevak naar
Social purpose
General information
Belgisch recht” (currently “Openbare
Article 3 of the articles of association:
GVV naar Belgisch recht” – “Public
“The purpose of the company is
RREC according to Belgian law”) was
limited to the following:
Identicifation
open-ended period of time.
companies over which the company exercises joint or exclusive control;
The public limited company “Retail
iii. option rights to real estate; iv. shares of public or institutional regulated real estate companies,
established by a legal instrument
Name
executed by the civil notary Urbain
The official name of the company is
Drieskens at Houthalen on 12 July
to users, directly or through
Retail Estates nv “Public regulated real
1988 and subsequently published in
a company in which it holds
estate company according to Belgian
the appendix to the Belgian Official
shares, in accordance with the
law” or “Public RREC according to
Gazette on 29 July 1988 under number
provisions of the RREC Law and
which the company was given one
Belgian law” (‘Belgian REIT’).
880729-313.
its implementing decrees and
or more goods in lease, or in which
regulations; and
other analogous user rights were
(a) t o make real estate available
provided joint or exclusive control is exercised over institutional RRECs; v. t he rights resulting from contracts in
Registered office
The articles of association were
The registered office of the company is
most recently amended by means
located at Industrielaan 6, 1740 Ternat,
of a notarised record drawn up on
limits of the RREC legislation as
vi. shares in public fixed-capital real
Belgium. Under article 2 of the articles
29 January 2016, by Tim Carnewal,
specified in Article 2, 5°, i to x of
estate investment funds (Bevak/
of association, the registered office of
associated notary in Brussels, and
the RREC Law.
Sicafi);
the company may be relocated to any
published in the Appendices to the
place in Belgium following a decision
Belgian Official Gazette of 25 February
by the board of directors, without
after, under number 16029057.
Company number
By real estate is understood:
vii. rights to own participating interest in foreign institutions for collective
i. r eal estate as defined in Articles 517
the need to amend the articles of association.
granted; (b) t o own real estate, within the
investment in real estate that are
The company makes a public call
et seq. of the Civil Code and rights in
registered in the list referred to in
on savings under article 439 of the
rem to real estate, to the exclusion
Article 260 of the Belgian Act of 19
Companies Code.
of real estate related to forestry,
April 2014;
agriculture and mining;
The company has been entered in the register of legal persons under the
Duration
company number 0434.797.847.
The company was established for an
viii. rights to own participating interest ii. v oting shares issued by real estate
in institutions for collective
167
Permanent document
investment in real estate that are
from the activities referred to in
development, placing under the system
connected directly or indirectly to its
established in another Member
the stipulation under (iv), subject
of co-ownership or joint ownership
corporate purpose.
State of the European Economic
to compliance with specific legal
of property as above described, the
Area and that are not registered
requirements, and that at least are
granting or acquisition of building
The company can act as a real estate
in the list referred to in Article
obliged to distribute a part of their
rights, usufruct, ground lease or other
developer, provided it only does so
260 of the Belgian Act of 19 April
income among their shareholders
real or personal rights on properties as
on an occasional basis. The company
2014, insofar as they are subject
(called “Real Estate Investment
described above, the management and
can grant mortgages or other forms
to oversight equivalent to that
Trusts” (abbreviated “REITs”));
exploitation of real estate.
of security as well as extend loans to, and serve as a guarantor for, a
exercised over the public fixedcapital real estate investment funds;
The company may, by means
subsidiary, within the limits of the
meaning of Article 5, § 4 of the Act
of contribution in cash or in
RREC legislation.
of 16 June 2006;
kind, merger, demerger or other
x. real estate certificates, within the
corporate restructuring, registration,
On a temporary or subsidiary basis,
participation, membership, financial
the company can also invest in
defined as real estate by the
support or in any other way, acquire a
securities which are not real estate.
regulations applicable to the
share (or be a member) of any existing
Such investments shall be diversified
regulated real estate companies.
or to be established companies,
in order to ensure an adequate
businesses or associations in Belgium
allocation of risk. The company can
ix. shares issued by companies (i) with a legal personality; (ii) governed by
xi. a ll other goods, shares or rights
the laws of another Member State of the European Economic Area; (iii) whose shares are authorised to be traded on a regulated market
168
and/or are subject to a regime of
In the framework of the provision
or abroad, having a purpose that is
hold non-committed liquid assets.
prudential supervision; (iv) whose
of real estate, the company may in
similar or complementary to that of
The liquid assets can be held in all
principal activity is the acquisition
particular carry out all activities related
the company (including participating
currencies, in the form of demand
or construction of immovable
to the establishment, construction
interest in a subsidiary in respect of
and term deposits, as well as all
property in anticipation of making
(without prejudice to the prohibition
which there is a power of control that
easily convertible money market
it available to users, or the direct
to act as a property developer,
provides services to the tenants of
instruments.
or indirect ownership of shares in
except in the case of occasional
the buildings of the company and/
certain types of entities with similar
transactions), the remodelling,
or its subsidiaries) or that are of
In addition, the company can engage
corporate purposes; and (v) that
renovation, development, acquisition,
such a nature to realise or facilitate
in transactions involving hedging
are exempted from the tax on
disposal, furnishing, letting, sub-letting,
the realisation of its purpose and,
instruments, provided the latter
income from the profits coming
exchange, transfer, contribution,
in general, execute all transactions
are carried out for the sole purpose
Annual report 2015-2016 I Retail Estates
of hedging the interest rate and
Inspection of documents
Estates nv may be viewed on the
enjoy numerous benefits. The RRECs
exchange risk, expressly excluding any
The non-consolidated and
same website.
are regulated by the FSMA, and are
speculative transactions.
consolidated annual accounts, articles
subject to some specific regulations,
of association, annual reports and
The annual reports of the company
The company and its subsidiaries
other information disclosed publicly
shall be sent to holders of registered
can let one or more properties under
to shareholders may be obtained free
shares, other holders of securities
- t he legal status must be that of
finance leases. Such finance leases,
of charge at the registered office of
who have fulfilled the formalities
a private limited company or a
with a purchase option, can only be
the company. The non-consolidated
prescribed by the Companies Code
partnership limited by shares, with a
granted on a subsidiary basis, unless
and consolidated annual accounts
and to any person who request them.
minimum capital of EUR 1,200,000;
the properties in question are intended
and the supplementary reports shall
They shall also be obtainable at the
to be used in the public interest (in
be lodged with the National Bank of
registered office of the company.
- i ndebtedness must be limited to 65%;
which case, this activity can form part
Belgium. The articles of association
of the company’s main business).
may be obtained from the Clerk of the
Legal regime
- t he portfolio must be stated at fair value (real value) without a
Brussels Commercial Court or on the In general, the company is obliged
website www.retailestates.com.
to carry out all of its activities and
of which the most important are:
Regulated real estate company
possibility of write-downs;
The RREC system was established by - i ndependent experts must make an
transactions in accordance with the
Notices convening general meetings
the Royal Decree of 13 July 2014 and
rules and within the limits provided for
shall be published in the appendices
the Law of 12 May 2014.
by the RREC legislation and any other
to the Belgian Official Gazette and in
applicable legislation.”
the newspaper De Standaard. The
The concept of a regulated real estate
the end of the first three quarters of each financial year;
annual estimate of the real estate assets, which must be updated at
convening notices and all relevant
company is based on the Real Estate
Financial year
documents shall simultaneously be
Investment Trusts (USA – “REITs”).
The financial year of the company
made available on the website at
shall start on 1 April and end on 31
www.retailestates.com > Investor
The intention of lawmakers
March of each year. The first financial
Relations > Shareholders’ agenda >
was for an RREC to guarantee
year as a real estate investment
(Extraordinary) general meeting.
optimum transparency of real
- a t least 80 % of the current result must be paid out as a dividend; - t he risk must be spread, i.e. not more
estate investments and to assure
than 20% of the assets may be
estate company”) ran from 1 April
All press releases and other financial
a maximum disbursement of cash
invested in one and the same real
1998 to 31 March 1999.
information published by Retail
flow, while allowing investors to
estate complex;
company (currently “regulated real
169
Permanent document
- virtually complete exemption from corporation tax; - an advance levy (currently 27%) must be deducted from the
02 Articles of association
resources in Belgium or abroad by
Article 2: Registered office
means of a public offering of shares,
The registered office is located at 6
and therefore publicly appeals to
Industrielaan, 1740 Ternat.
The company solicits its financial
savings within the meaning of Article
of discharge of obligations, insofar
Corporate form - name - registered office - corporate purpose - term of
company’s shares are authorised to be
transferred to any other location in
as natural persons are concerned,
existence
traded on a regulated market.
Belgium, pursuant to a decision of the
A rticle 1: Corporate form and name
The company is subject to the
with the applicable legislation on
statutory framework governing public
the use of languages, without an
The company takes the form of
regulated real estate companies under
amendment to these articles being
a limited liability company under
Belgian law, hereafter called “public
required.
Belgian law with the name “Retail
RREC”.
payable dividend. This is by way
438(1) of the Companies Code. The
The registered office can be
who acquired the shares as part of the management of their private property; - there must be a stock exchange listing;
board of directors, which complies
The board of directors can also
Estates”. This name shall be immediately followed by the words
The company is subject to the
establish administrative offices, places
estate investments; additionally, the
“Public regulated real estate company
regulated real estate companies’
of business, branches and subsidiaries,
RREC may place assets in securities;
under Belgian law” or “Public
legislation, applicable at any time,
both in Belgium and abroad.
- the activity must be confined to real
170
RREC under Belgian law” (“Société
and particularly to the provisions of
- possibility to request that branches
immobilière réglementée publique de
the Law of 12 May 2014 regarding
of the RREC be given the status of
droit belge” or “SIR publique de droit
regulated real estate companies (the
Article 3: Corporate purpose
an institutional RREC.
belge” / “Openbare gereglementeerde
“RREC Law”) and the Royal Decree of
The purpose of the company is limited to the following:
vastgoedvennootschap naar Belgisch
13 July 2014 regarding regulated real
The objective of all these rules is to
recht” or “Openbare GVV naar
estate companies (the “RREC R.D.”)
limit risks. Companies that merge with
Belgisch recht”) and all documents
(this law and its implementing decree
an RREC are subject to a 16.995% tax
issued by the company shall contain
are hereinafter referred to as the
to users, directly or through
over the unrealised gains and tax-
this mention.
“RREC legislation”).
a company in which it holds
(a) to make real estate available
free reserves, i.e. the ‘exit tax’, plus a
shares, in accordance with the
supertax at the prevailing rate.
provisions of the RREC Law and
Annual report 2015-2016 I Retail Estates
ix. s hares issued by companies (i) with
xi. all other goods, shares or rights
its implementing decrees and
or more goods in lease, or in which
regulations; and
other analogous user rights were
a legal personality; (ii) governed by
defined as real estate by the
granted;
the laws of another Member State
regulations applicable to the
of the European Economic Area;
regulated real estate companies.
(b) to own real estate, within the
(iii) whose shares are authorised
limits of the RREC legislation as
vi. s hares in public fixed-capital real
specified in Article 2, 5°, i to x of
estate investment funds (Bevak/
to be traded on a regulated market
In the framework of the provision
the RREC Law.
Sicafi);
and/or are subject to a regime of
of real estate, the company may
prudential supervision; (iv) whose
in particular carry out all activities
By real estate is understood:
principal activity is the acquisition
related to the establishment,
in foreign institutions for collective
or construction of immovable
construction (without prejudice to
vii. rights to own participating interest investment in real estate that are
property in anticipation of making
the prohibition to act as a property
et seq. of the Civil Code and rights in
registered in the list referred to in
it available to users, or the direct
developer, except in the case of
rem to real estate, to the exclusion
Article 260 of the Belgian Act of 19
or indirect ownership of shares in
occasional transactions), the
of real estate related to forestry,
April 2014;
certain types of entities with similar
remodelling, renovation, development,
corporate purposes; and (v) that
acquisition, disposal, furnishing,
are exempted from the tax on
letting, sub-letting, exchange, transfer,
i. real estate as defined in Articles 517
agriculture and mining; viii. r ights to own participating interest in institutions for collective
income from the profits coming
contribution, development, placing
companies over which the company
investment in real estate that are
from the activities referred to in
under the system of co-ownership or
exercises joint or exclusive control;
established in another Member
the stipulation under (iv), subject
joint ownership of property as above
State of the European Economic
to compliance with specific legal
described, the granting or acquisition
Area and that are not registered
requirements, and that at least are
of building rights, usufruct, ground
in the list referred to in Article
obliged to distribute a part of their
lease or other real or personal rights
ii. voting shares issued by real estate
iii. option rights to real estate;
260 of the Belgian Act of 19 April
income among their shareholders
on properties as described above, the
regulated real estate companies,
2014, insofar as they are subject
(called “Real Estate Investment
management and exploitation of real
provided joint or exclusive control is
to oversight equivalent to that
Trusts” (abbreviated “REITs”));
estate.
exercised over institutional RRECs;
exercised over the public fixed-
iv. s hares of public or institutional
capital real estate investment v. t he rights resulting from contracts in which the company was given one
funds;
x. r eal estate certificates, within the
The company may, by means
meaning of Article 5, § 4 of the Act
of contribution in cash or in
of 16 June 2006;
kind, merger, demerger or other
171
Permanent document
corporate restructuring, registration,
On a temporary or subsidiary basis,
In general, the company is obliged
bankrupt, has concluded an
participation, membership, financial
the company can also invest in
to carry out all of its activities and
amicable settlement with its
support or in any other way, acquire a
securities which are not real estate.
transactions in accordance with the
creditors, is the object of judicial
share (or be a member) of any existing
Such investments shall be diversified in
rules and within the limits provided for
reorganisation proceedings,
or to be established companies,
order to ensure an adequate allocation
by the RREC legislation and any other
has been granted deferment of
businesses or associations in Belgium
of risk. The company can hold non-
applicable legislation.
payments or in respect of which
or abroad, having a purpose that is
committed liquid assets. The liquid
similar or complementary to that of
assets can be held in all currencies, in
the company (including participating
the form of demand and term deposits,
A rticle 4: Prohibitions
interest in a subsidiary in respect of
as well as all easily convertible money
The company may not act as a
which there is a power of control that
market instruments.
property developer in the sense of the
Article 5: Term
RREC legislation, except concerning
The company is incorporated for an
occasional transactions.
indefinite term.
The company is prohibited from:
Capital - shares
provides services to the tenants of the buildings of the company and/
In addition, the company can engage
or its subsidiaries) or that are of
in transactions involving hedging
such a nature to realise or facilitate
instruments, provided the latter
the realisation of its purpose and,
are carried out for the sole purpose
in general, execute all transactions
of hedging the interest rate and
connected directly or indirectly to its
exchange risk, expressly excluding any
corporate purpose.
speculative transactions.
a similar measure has been taken
1. p articipating in a fixed price syndicate or guarantee association;
Article 6: Capital 6.1. Share capital
2. l ending financial instruments,
172
abroad.
The companyâ&#x20AC;&#x2122;s share capital is fixed at
The company can act as a real estate
The company and its subsidiaries
except for loans that are granted
one hundred and ninety-nine million
developer, provided it only does so
can let one or more properties under
under the conditions and in
four hundred ninety-five thousand six
on an occasional basis. The company
finance leases. Such finance leases,
accordance with the provisions of
hundred fifty-four euros and twenty-
can grant mortgages or other forms
with a purchase option, can only be
the Belgian Royal Decree of 7 March
one cents (EUR 199,495,654.21).
of security as well as extend loans
granted on a subsidiary basis, unless
2006; and
to, and serve as a guarantor for, a
the properties in question are intended
subsidiary, within the limits of the
to be used in the public interest (in
RREC legislation.
which case, this activity can form part
issued by a company or a private
hundred and twenty (8,866,320)
of the companyâ&#x20AC;&#x2122;s main business).
association that was declared
shares, without par value, each of
It is divided into eight million eight 3. a cquiring financial instruments
hundred and sixty-six thousand three
Annual report 2015-2016 I Retail Estates
which represents an equal share of
Within the above limits, and without
irreducible allocation right shall meet
shares, under the conditions set forth
the capital
prejudice to mandatory provisions of
the requirements determined by the
in Article 607 of the Companies Code,
the Companies Code, the board of
RREC legislation and Article 6.4 of
provided the company has received
directors can decide to increase the
these articles of association.
an acknowledgement of the takeover
The capital is paid up in full.
bid from the Financial Services and
capital, by means of contributions in 6.2. Authorised capital
cash or in kind, the incorporation of
This right need not be granted in the
Markets Authority (FSMA) within
The board of directors is authorised
reserves or issue premiums, with or
event of a contribution of cash made
a period of three years from the
to increase the share capital on one
without the issuance of new shares,
in the context of an optional dividend
extraordinary general meeting of 9
or more occasions, up to a maximum
on a case-by-case basis. The board
distribution, under the circumstances
December 2013. If applicable, the
amount of one hundred and sixty-four
of directors is also authorised, by
provided by Article 6.4 of these articles
board of directors must respect the
million, thirty-seven thousand, eighty-
the general meeting, to issue other
of association.
irreducible allocation right provided
seven euros, and seventy-four cents
securities, including, without limitation,
(EUR 164,037,087.74).
(subordinated or non-subordinated)
Capital increases by means of
increases carried out by the board of
convertible bonds, warrants, non-
a contribution in kind shall be
directors pursuant to this authorisation
This authorisation is conferred on
voting shares, and preferred shares
carried out in accordance with the
will be deducted from the remaining
the board of directors for a period
with regard to dividends and/or
requirements determined by the
authorised capital, mentioned in the
of five years, as from the publication
liquidation proceeds.
RREC legislation and Article 6.4 of
first paragraph of this article.
for by the RREC legislation. Capital
these articles of association. Such
in the annexes to the Belgian State Gazette of the amendment to the
Moreover, the board of directors
contributions can include a right to a
When capital increases carried out
articles of association, adopted by
is allowed to limit or remove the
dividend in the context of an optional
pursuant to these authorisations
the extraordinary general meeting of
preferential right granted by the
stock dividend distribution.
entail an issue premium, the amount
9 December 2013. This authorisation
Companies Code to the shareholders,
can be renewed. The board of
including those in favour of one
Without prejudice to the authorisation
distributable â&#x20AC;&#x153;issue premiumâ&#x20AC;? reserve
directors shall determine the price,
or more persons other than the
granted to the board of directors
which shall serve, like the capital, as a
the issue premium, and the issue
employees of the company or a
in accordance with the preceding
guarantee to third parties, and which
conditions for new shares, unless
subsidiary, provided an irreducible
paragraphs, the board of directors
can only be reduced or abolished
these decisions are taken by the
allocation right is granted to the
is authorised to proceed with one or
pursuant to a decision of the general
general meeting.
existing shareholders upon the
more capital increases, in the event of
meeting, deliberating in accordance
distribution of new shares. This
a takeover bid for all of the companyâ&#x20AC;&#x2122;s
with the conditions set forth in Article
thereof shall be allocated to a non-
173
Permanent document
612 of the Companies Code, without
24 October 2014, to acquire, pledge
requirements of Articles 581 through
prejudice to its incorporation in the
and transfer the company’s own
609 of the Companies Code and the
company’s capital.
shares on the company’s behalf, at
RREC legislation.
their entirety; 2. it is granted to the shareholders
a unit price which cannot be less 6.3. Acquisition, transfer and pledge of
than eighty-five percent (85%) of
The company’s capital can be
in proportion to the percentage of
own shares
the closing market price on the day
increased pursuant to a decision of
capital that their shares represent at
The company can acquire, pledge
preceding the date of the transaction
the general meeting, deliberating in
the time of the transaction;
or retransfer its own shares on the
(acquisition, sale or pledge) and
accordance with Article 558 and,
conditions provided for by law.
cannot exceed one hundred and
if applicable, Article 560 of the
fifteen percent (115%) of the closing
Companies Code, or pursuant to a
announced no later than the day
The board of directors is authorised,
market price on the day preceding the
decision of the board of directors
before the opening of the public
within the limits of Articles 620 et seq.
date of the transaction (acquisition,
within the limits of the authorised
subscription period; and
of the Companies Code, to decide
sale or pledge), subject to the
capital. It is, however, forbidden for
that the company can acquire, pledge
requirement that the company cannot,
the company to subscribe, directly or
and transfer its own shares when such
at any time, hold more than 20% of
indirectly, to its own capital.
acquisition or transfer is necessary to
the total outstanding shares.
3. a maximum share price is
4. the public subscription period lasts, in this case, for at least three trading days.
In the event of a capital increase
avoid serious, imminent harm to the company. This authorisation is valid
The above-mentioned authorisations
by means of a cash contribution,
This irreducible allocation right
for a period of three (3) years, as from
extend to acquisitions and transfers
pursuant to a decision of the general
applies to the issuance of shares,
the publication in the annexes to the
of the company’s shares by its
meeting, or within the limits of the
(subordinated or non-subordinated)
Belgian State Gazette of the authority
subsidiaries within the meaning of the
authorised capital, the shareholders’
convertible bonds, and warrants, but
granted by the extraordinary general
first paragraph of Article 627 of the
preferential right can only be restricted
does not have to be allocated to a
meeting of 24 October 2014, and can
Companies Code, including instances
or cancelled if an irreducible allocation
cash contribution with a limitation or
be extended by the general meeting
when such acquisitions are made by
right is granted to the shareholders
cancellation of the preferential right,
for the same period of time.
persons acting in the name and on
of record at the time that the new
in addition to a contribution in kind, in
behalf of a subsidiary.
shares are awarded. This irreducible
the context of the distribution of an
allocation right shall meet the
optional stock dividend, provided the
for a period of five (5) years following
6.4. Capital increase
following requirements, determined by
grant thereof is effectively open to all
the extraordinary general meeting of
Any capital increase shall meet the
the RREC legislation:
shareholders.
The board of directors is authorised,
174
1. it applies to all new shares issued in
Annual report 2015-2016 I Retail Estates
Capital increases by means of
this same date;
months; and
of association and respecting the procedure provided to reduce the
contributions in kind are subject to the 4. t he report mentioned in point 1
share capital. The issue premium
rules set forth in Articles 601 and 602
In this regard, it is permitted to deduct,
of the Companies Code.
from the amount indicated in point
above must also make clear the
shall serve, like the share capital, as a
(b) above, an amount corresponding
effect of the proposed contribution
common guarantee for the benefit of
Moreover, the following requirements
to the portion of undistributed gross
on the situation of the existing
third parties.
must be met in the event of the
dividends of which the new shares
shareholders, in particular their
issuance of securities, following a
could be deprived, provided that the
share of the companyâ&#x20AC;&#x2122;s profit, the
6.5. Capital reduction
contribution in kind, in accordance
board of directors specifically justifies,
net value per share, and the capital,
A capital reduction can only take place
with the RREC legislation:
in its special report, the amount of
as well as the impact on voting
if similarly situated shareholders are
accrued dividends to be deducted,
rights.
treated equally and if the applicable
1. the contributorâ&#x20AC;&#x2122;s identity must be
and sets forth the financial conditions
provisions of the Companies Code are
disclosed in the report prepared by
for the transaction in the annual
These additional conditions are
the board of directors pursuant to
financial report;
not applicable in the event of the
observed.
contribution of a right to a dividend
6.6. Mergers, divisions and equivalent
3. u nless the issue price or, under the
in the context of an optional stock
transactions
of the general meeting called to vote
circumstances provided in Article
dividend distribution, provided the
In accordance with the RREC
on the capital increase;
6.6 below, the share-exchange
grant thereof is effectively open to all
legislation, the additional
ratio, as well as the associated
shareholders.
requirements set forth in Article 6.4
Article 602 of the Companies Code, and also, if applicable, in the notice
2. t he issue price cannot be less than
formalities, is determined and
in the event of a contribution in kind
the lower value of the following: (a)
communicated to the public, at the
If the general meeting decides to
are applicable mutatis mutandis to
a net value per share dated no more
latest, on the working day following
require the payment of an issue
mergers, divisions and equivalent
than four months before the date
the conclusion of the contribution
premium, this amount must be
transactions within the meaning of
of the contribution agreement or, at
agreement, with a mention of the
booked in a non-distributable
Articles 671 to 677, 681 to 758 and
the companyâ&#x20AC;&#x2122;s choosing, before the
time period within which the capital
reserve, which can only be reduced
772/1 of the Companies Code.
date of the document enacting the
increase will effectively be carried
or abolished pursuant to a decision
capital increase and (b) the average
out, the document enacting the
of the general meeting, deliberating
closing market (share) price over
capital increase shall be drawn up
in accordance with the conditions
the thirty calendar days preceding
within a maximum period of four
provided to amend the articles
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Permanent document
Article 7: Characteristics of the shares
Dematerialised securities are
the RREC legislation and these articles
of the total number of outstanding
represented by a book entry, in the
are respected.
voting rights.
At the shareholdersâ&#x20AC;&#x2122; choosing,
name of the owner or holder, with a
the shares can be registered or in
settlement institution or authorised
With the exception of the derogations
dematerialised form.
account holder.
A rticle 10: Stock exchange listing and disclosure of substantial shareholdings
no-one is allowed more votes at a
Any shareholder can, at any time,
All shares are fully paid up, and
The companyâ&#x20AC;&#x2122;s shares must be
general meeting of the company
request the conversion of his or her
without par value.
admitted to trading on a regulated
than the number of votes attached
market in Belgium, in accordance with
to the securities which the person in
the RREC legislation.
question had declared to own at least
The shares shall remain in registered
A rticle 8: Exercising of the rights attached to the
form when the law so requires.
shares
Every shareholder is obliged to notify
shares.
twenty (20) days before the date of
The shares are indivisible, and the
the company and the Financial
Effective 01.01.2015, securities whose
company only recognises one owner
Services and Markets Authority
beneficiaries remain unknown shall be
per share. When several persons can
(FSMA) of their possession of
offered for sale, in accordance with the
claim rights to the same share, the
securities with voting effects, their
applicable legislation.
exercising of the rights attached to this
voting rights, or similar financial
share shall be suspended until a single
instruments issued by the company,
The board of directors can, within
person is designated as the owner
in accordance with the legislation
the limits fixed by law, determine the
with regard to the company.
on the disclosure of substantial
formalities for the conversion of former
shareholdings.
A rticle 9: Other securities
The thresholds above which the
The company is authorised to issue
notification obligation comes into
Registered securities shall be recorded
the securities mentioned in Article
effect, for the purposes of the
in the register of shares kept at the
460 of the Companies Code, with the
legislation on the disclosure of
companyâ&#x20AC;&#x2122;s registered office. Title
exception of profit sharing instruments
substantial shareholdings, is fixed at
to shares can only be established
and analogous securities, provided
three percent (3%), five percent (5%)
through the recording in this register.
that the specific rules stipulated by
and multiples of five percent (5%)
bearer securities into dematerialised (and/or registered) form.
176
provided for by the Companies Code,
the general meeting.
Annual report 2015-2016 I Retail Estates
Management and supervision
In the event of a vacancy on the board
In exceptional circumstances, when
to the fulfilment of the convocation
of directors, the remaining directors
the above-mentioned convocation
formalities. In any case, the proper
A rticle 11: Composition of the board of directors
shall have the right, acting as a board,
deadlines cannot be met, the time
fulfilment of the convocation
to temporarily appoint another
periods can be shortened. When this
formalities need not be proven
The company is managed by a board
director to fill the vacancy until the
proves necessary, notice can be given
when all directors are present or
of directors. The board shall be
next general meeting, at which time
by telephone, in addition to the above-
validly represented and express their
composed of a minimum of three and
the vacancy will be filled definitively.
mentioned means.
agreement with the agenda.
need not necessarily be shareholders
The director so appointed shall serve
The meeting is presided over by the
Meetings of the board of directors can
in the company, appointed by the
out the term of the director he or she
chairperson or, if the chair is absent, by
validly be held by videoconference
general meeting of shareholders for
was appointed to replace.
a director appointed by the directors
or conference call. In this case, the
present. The person presiding over the
meeting will be considered to have
meeting can appoint a secretary, who
been held at the companyâ&#x20AC;&#x2122;s registered
need not be a director.
office if at least one director was
a maximum of twelve members, who
a maximum term of six years, and meeting at all times. The directors
Article 12: Chairperson and meetings of the board of
may be re-elected.
directors
elligible to be removed by the general
physically present at this location.
The board of directors can appoint
Any director can, by letter, fax, email, or
The board of directors shall have at
a chairperson from amongst its
any other written means, give a proxy
The directors can use the information
least three independent directors,
members.
to another member of the board to
they acquire in their capacity as
represent him or her at a given meeting.
directors only in the scope of their
The board of directors shall meet when
No member of the board can represent
official duties.
called by the chair, by two directors, or
more than two other directors.
within the meaning of Article 526ter of the Companies Code. For the exercise of their mandates,
the managing director(s), whenever
the directors must have the necessary
the interests of the company so require.
professional integrity and appropriate
Each director that attends or is
Article 13: Deliberations
represented at a meeting is deemed
Except in the case of force majeure,
expertise as provided for in the RREC
Notices of meetings shall indicate the
to have been validly notified thereof.
the board of directors can validly
legislation, and may not fall within the
place, date, time, and agenda of the
A director can also, before or after a
deliberate and take decisions only if
scope of the prohibitions laid down in
meeting, and shall be sent by regular
board meeting which he or she did not
at least half its members are present
the RREC legislation.
mail, fax, or email, at least 24 hours in
attend, waive his or her right to claim
or represented. If this condition is not
advance.
a defect or irregularity with respect
met, a new meeting can be called,
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Permanent document
which can validly deliberate and take
When a director has a conflict of interest and consequently does not
A rticle 14: Prevention of conflicts of interest
The preceding provisions do not apply
decisions on the items on the agenda of the previous meeting if at least two
take part in the board’s deliberations
The directors, the person(s) in charge
scope of application of the conflicts of
directors are present or represented.
or vote on a particular decision or
of the daily management, and the
interest procedure provided for by the RREC legislation.
to transactions that fall outside the
transaction, the vote of this director
company’s representatives cannot
Barring exceptional cases, the meeting
shall not be taken into account for the
act as a counterparty in a transaction
can, in principle, only deliberate and
purpose of calculating the quorum
with the company or one of its
Articles 523 and 524 of the
vote on the items that are on the
and majority.
subsidiaries, or derive any benefit
Companies Code remain applicable
from such a transaction, except
in full.
agenda. Decisions of the board of directors
when the transaction is proposed in
Pursuant to Article 521 of the
are recorded in minutes, signed by
the interest of the company, as well
Companies Code, in exceptional
the chairperson of the board, the
as the transaction is situated within
Article 15: Powers of the board of directors
cases duly justified by their urgency
secretary, and those members who so
the normal course of the company’s
The board of directors has the power
and the corporate interest, the
request. These minutes are kept in a
strategy, and is conducted in ordinary
to perform all acts necessary or useful
board of directors can take decisions
special register. Proxies are attached
market conditions.
to realise the company’s corporate
unanimously in writing. However, it
to the minutes of the meeting for
cannot use this procedure to draw up
which they were given.
the annual accounts or determine the use of the authorised capital.
Copies of, or extracts from, these
purpose, with the exception of those In this case, the company must first
that are reserved by law, or these
inform the Financial Services and
articles, to be executed by the general
Markets Authority (FSMA).
meeting.
minutes, which are to be used in legal Board decisions shall be approved
proceedings or otherwise, shall be
The transactions mentioned in the first
The board of directors shall draw
by a simple majority of votes cast by
signed by the chairperson of the board
paragraph, as well as the information
up the semi-annual report and the
those directors who are present or
of directors, two directors, or a director
contained in the aforementioned
annual report. The board shall appoint
represented or, in the event of one or
entrusted with the daily management.
notice, shall be immediately made
one or more experts, in accordance
more of them having abstained, by a
This authority can be delegated to a
public and explained in the annual
with the RREC legislation, and if
majority of the other directors. In the
representative.
report and, if applicable, the semi-
applicable, propose any modification
annual report.
to the list of experts, contained in the
event of a tie, the director presiding
178
over the meeting shall cast the
file accompanying its application to be
deciding vote.
recognised as an RREC.
Annual report 2015-2016 I Retail Estates
The board can determine the
The persons entrusted with the
The board of directors can create
The board of directors is responsible
remuneration of any representative
effective management of the
one or more advisory committees
for overseeing the management
on whom it confers special powers, in
company must have the necessary
from amongst its members, subject
committee. The board determines
accordance with the RREC legislation.
professional integrity and appropriate
to its responsibility. The board shall
the management committeeâ&#x20AC;&#x2122;s
expertise to exercise their functions, in
determine the composition and the
working procedure and the conditions
A rticle 16: Remuneration of the directors
accordance with the RREC legislation,
duties of any such committees.
for the appointment and removal
The directors shall be reimbursed
the prohibitions laid down in the RREC
for normal, legitimate expenses and
legislation.
of its members, as well as their
and may not fall within the scope of
costs incurred in the performance of
Article 18: Management committee
remuneration and the length of their term of office.
Without prejudice to Article 17,
their duties, provided that these costs
The board of directors can delegate
concerning the daily management
When a legal entity is appointed to
were previously discussed with and
the daily management of the
and the delegation of powers, and
the management committee, it is
accepted by the chairperson of the
company to one or more persons,
within the limits provided for by Article
obliged to designate, in accordance
board of directors.
on the understanding that the daily
524bis of the Companies Code, the
with the applicable provisions of
management shall be organised in
board of directors can delegate all or
the Companies Code, a permanent
Moreover, in accordance with the
such a way that the board of directors
some of its management powers to a
representative to perform its duties in
RREC legislation, no remuneration can
has at least two directors who can
management committee, composed
its name and on its behalf.
be granted to directors based on a
jointly ensure the daily management
of several members, who need not be
specific transaction of the company or
or supervise the performance thereof.
directors, although this delegation of
its subsidiaries.
powers cannot concern the companyâ&#x20AC;&#x2122;s
Article 19: Representation of the company
The board and the persons entrusted
general policy, with regard to any
The company is validly represented in
A rticle 17: E ffective management, daily management,
with the daily management, within the
acts reserved by law or the articles of
all actions, including those involving
limits of their powers, can delegate
association to the board of directors,
a public official or a notary, either by
and delegation of powers
to a representative, who need not be
or decisions or transactions to which
two directors acting jointly or, in the
The effective management of the
a director, all or some of their powers
Article 524ter of the Companies Code
context of the daily management,
company must be conferred onto a
pertaining to extraordinary or specific
applies, in which case the notification
by a person entrusted with such
minimum of two persons.
questions within the context of a given
procedure set forth in Article 524ter §
management. With respect to third
assignment.
2 will apply.
parties, they need not produce proof of a prior board decision.
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Permanent document
Moreover, the company is validly
G eneral meetings of the shareholders
provisions of the Companies Code
The auditor(s) shall answer the
and its limits, request the inclusion of
questions asked by the shareholders
A rticle 21: Meetings
items on the agenda of any general
about his/her/their audit report.
bound by special representatives acting within the scope of their mandate.
meeting, and submit proposals for
A general meeting shall be held each
resolutions on the items included
Article 22: Notice
The company can be represented
year, on the first Friday of July, at 10:00
or to be included on the agenda.
Pursuant to Article 533 of the
abroad by any person expressly
a.m. If this day is a public holiday, the
Additional agenda items or proposed
Companies Code, a general meeting
authorised to do so by the board of
general meeting will be held on the
resolutions must be submitted to
must be called by means of a notice
directors.
next working day, at the same time.
the company no later than on the
published in the Belgian State Gazette,
twenty-second (22nd) day before
a national newspaper (except in those
Article 20: Audit
An extraordinary or special general
the date of the general meeting. The
cases expressly mentioned in the
The company shall appoint one or
meeting can be called each time the
directors shall answer the questions
Companies Code) and in the media in
more auditors to perform the duties
interests of the company so require.
put to them by shareholders during
accordance with the requirements of
the general meeting, or those which
the Companies Code, at least 30 days
incumbent on them pursuant to the Companies Code and the RREC
These general meetings can be called
have been submitted in writing, about
before the meeting. If a new meeting
legislation.
by the board of directors or by the
their report or other agenda items,
must be called, and if the date of the
auditor(s) and must be called each
provided that the provision of the
second meeting is mentioned in the
The auditor(s) must be recognised
time that the shareholders collectively
information or facts in question could
first notice, the notice for the second
by the Financial Services and Markets
representing one-fifth of the share
not harm the companyâ&#x20AC;&#x2122;s professional
meeting must be published at least 17
Authority (FSMA).
capital so request.
interests or undermine their duty of
days before the meeting.
confidentiality to the company. As General meetings are held at the
soon as the notice of the general
The notice shall be sent to the
companyâ&#x20AC;&#x2122;s registered office, or at any
meeting is published, the shareholders
holders of shares, bonds, registered
other location mentioned in the notice
can submit questions in writing, which
warrants and registered depositary
or otherwise indicated.
will be answered during the meeting,
receipts which have been issued in
provided that they were submitted to
collaboration with the company, as
One or more shareholders collectively
the company no later than the sixth
well as to the directors and auditors
possessing at least 3% of the share
day prior thereto.
within the above-mentioned period
capital can, in accordance with the
180
before the meeting; the notice can
Annual report 2015-2016 I Retail Estates
be sent by regular mail, unless the
defect or irregularity committed
on the record date, with which the
recipients have individually and
in fulfilment of the convocation
shareholder has declared his or her
Article 24: Proxy voting
expressly agreed in writing to receive
formalities.
intention to particate in the general
Any shareholders can be represented
meeting.
at a general meeting by a proxy holder,
the notice by another means of provided of the fulfilment of this
Article 23: Participation in the general meeting
The certificate must be submitted to
formality.
The right to participate in and vote
the company’s registered office or to
A shareholder can only appoint
at a general meeting is subject to
an institution identified in the notice
one proxy holder for a given general
The notice shall contain the agenda
the recording of the shares in the
of the meeting, no later than six days
meeting, without prejudice to the
for the meeting, with a mention of
shareholder’s name on the fourteenth
before the date of the meeting.
derogations provided for in the
the subjects to be discussed and the
day preceding the general meeting,
proposed resolutions, as well as the
at twenty-four hours (Belgian time)
The holders of registered shares
date, time, and place of the meeting,
(hereinafter the “record date”), in
that wish to participate in a general
In order to be valid, any request to
and the other information required by
either the register of the company’s
meeting must notify the company of
appoint a proxy holder shall include at
the Companies Code.
registered shares or in the books held
their intention to do so, by regular mail,
least the following information: (1) the
by an authorised account holder or
fax or email, reaching the company’s
agenda for the meeting, mentioning
The documents which must be
settlement institution, without regard
registered office no later than the sixth
the subjects to be discussed and the
made available by law and a copy
to the number of shares actually held
day before the date of the meeting.
proposed resolutions; (2) a request for
thereof shall be sent pursuant to
by the shareholder on the date of the
the applicable provisions of the
general meeting.
communication. No proof need be
who need not be a shareholder.
Companies Code.
instructions regarding the exercising of All shareholders or their proxy holders
voting rights for the various items on
are obliged, before participating in
the agenda; and (3) an indication of
The holders of dematerialised shares
a meeting, to sign the attendance
the manner in which the proxy holder
A shareholder that participates in,
that wish to take part in a general
list, indicating the last name, the first
should exercise the voting rights, in
or is represented at, a meeting is
meeting must produce a certificate
name(s), and the address of the
the absence of instructions from the
considered to have received valid
issued by their authorised account
shareholder and the number of shares
shareholder.
notice thereof. A shareholder can
holder or settlement institution,
represented.
also, before or after a general meeting
certifying, as the case may be, the
The proxy form must be signed by
which he or she does not attend,
number of dematerialised shares
the shareholder and be submitted at
waive his or her right to rely on any
listed in the shareholder’s name
the company’s registered office, or
Companies Code.
181
Permanent document
the location indicated in the notice,
by which the form must reach the
The minutes shall be kept in a special
Unless provided otherwise by law
no later than the sixth day before the
company; and (6) the shareholder’s
register. Proxies shall remain attached
or by provisions of the articles of
general meeting.
signature. The form shall expressly
to the minutes of the meeting for
association, any decision can be
state that it must be signed by the
which they were granted.
adopted by the general meeting by
Co-owners, beneficial owners and
shareholder and sent to the company
bare owners, creditors and debtors-
by registered letter no later than six
pledgees must be represented,
days before the date of the meeting.
respectively, by one and the same
a simple majority of the votes cast.
A rticle 27: Number of votes and the exercising of
Blank and invalidly marked ballots
voting rights
the votes cast.
shall not be counted when calculating
A rticle 26: Presiding committee
Each share carries one vote.
Article 25: Correspondence voting
Every general meeting shall be
The holders of bonds and warrants
the company’s annual accounts
presided over by the chairperson of
can attend the general meeting, but
and discharge of the directors and
If the board of directors so authorises in
the board of directors or, in the chair’s
are not entitled to vote.
auditor(s) are adopted by a majority
the notice of the meeting, shareholders
absence, by a director appointed by
can vote on the items on the agenda by
the directors present or by a member
correspondence, using a form prepared
of the meeting appointed by the latter.
A rticle 28: Deliberations and voting
When the general meeting is asked to
and made available by the company.
The chair shall appoint a secretary.
The general meeting can validly
deliberate, amongst other things, on:
person.
Decisions regarding approval of
of votes.
deliberate and vote, without regard The form for distance voting shall
When the number of persons present
to the percentage of share capital
- an amendment to the articles,
include at least the following
so allows, the meeting shall select two
present or represented, except in
- an increase in or reduction of the
information: (1) the name or
scrutineers (returning officers), further
those cases where the Companies
corporate name of the shareholder,
to a proposal of the chairman.
Code requires a quorum.
- the issuance of shares below the
or registered office; (2) the number
The minutes of general meetings
The general meeting cannot
- the issuance of convertible bonds or
of votes the shareholder wishes to
are signed by the chairperson of the
deliberate on items that do not appear
cast at the general meeting; (3) the
meeting, the secretary, the scrutineers,
on the agenda, unless all shareholders
type of shares held; (4) the agenda
the directors, and the auditor(s)
are physically present or represented
for the meeting, including proposals
present, as well as those shareholders
at the meeting and unanimously
at least half the shares representing
for resolutions; (5) the deadline
who so request.
decide to extend the agenda.
the capital must be represented at the
accounting par value,
as well as the shareholder’s address
182
share capital,
warrants, - the dissolution of the company,
Annual report 2015-2016 I Retail Estates
a new meeting must be called, which
Article 29: Minutes
will validly deliberate, regardless of the
The minutes of general meetings
number of shares represented.
are signed by the members of the
meeting. If this condition is not met,
Decisions on the above-mentioned
Financial year - annual report -
is prescribed by the RREC legislation.
dividends The board of directors can, within the limits of the applicable provisions of
presiding committee and by those
Article 30: Financial year and the annual report
shareholders who so request.
The financial years starts to run on the
interim dividend from the profits for
first of April and closes on the thirty-
the financial year and determine a
first of March the following year.
payment date.
subjects must be approved by a
the Companies Code, distribute an
majority of three quarters of the votes
Copies of, or extracts from, the
cast, without prejudice to other rules
minutes, which are to be used in court
of attendance and majority provided
or otherwise, shall be signed by the
At the end of each financial year, the
for by the Companies Code, including
chairperson, the secretary, and the
board of directors shall draw up a list
Article 32: Payment of dividends
those in relation to the modification of
scrutineers or, in their absence, by two
of assets and liabilities, as well as the
The dividends that the general
the corporate purpose, the acquisition,
directors.
financial statements. The board of
meeting decides to distribute shall be
the pledge, and the transfer of
directors shall also draft a report, in
paid at the time and place determined
own shares by the company, the
which it explains its management of
by the general meeting or the board of
dissolution of the company when, as
the company. The auditor shall draft a
directors.
the result of losses, the companyâ&#x20AC;&#x2122;s net
detailed written report, in preparation
asset value falls below a quarter of its
for the annual general meeting.
Any dividends or interim dividends
share capital, and the conversion of
These documents shall be prepared
distributed in violation of the law must
the company into a different corporate
in accordance with the applicable
be reimbursed by the shareholders
form.
statutory provisions.
who received them, if the company can prove that the shareholders in question
Article 31: Distribution of dividends
had known, or should have known,
hands or roll call, unless the general meeting decides otherwise by a
On an annual basis, the company
distribution made in their favour was
simple majority of votes cast.
must distribute a dividend to its
contrary to the statutory requirements.
Voting shall take place by a show of
under the circumstances, that the
shareholders, within the permissible limits of the Companies Code and the RREC legislation, the amount of which
183
Permanent document
Article 33: Annual report and semi-annual report
Dissolution - liquidation
The company’s annual and semiannual reports, containing the stand-
A rticle 34: A ppointment and powers of the liquidatorss
The liquidation of the company shall
Article 36: Choice of domicile
alone and consolidated annual and
In the event of the dissolution of the
be closed in accordance with the
Any director, manager, and liquidator
semi-annual accounts, and the
company, for whatever reason and at
provisions of the Companies Code.
of the company whose domicile is
auditor’s report, shall be placed at
any time whatsoever, the liquidation
the disposal of the shareholders,
shall be carried out by one or more
in accordance with the applicable statutory provisions applicable to
The general meeting shall determine
G eneral provisions
the fees of the liquidator(s).
abroad is deemed, for the purpose of his or her official functions, to have
liquidators appointed by the general
A rticle 35: A llocation of liquidation proceeds
meeting. The liquidator(s) can only
After settling all debts, expenses and
registered office, to which address
the issuers of financial instruments
take office after a confirmation of their
liquidation costs, the net asset value
all communications, notices, and
admitted to trading on a regulated
appointment by the commercial court.
shall first be used to pay back, in cash or
convocations can be validly sent.
market and within the RREC legislation.
If no liquidator(s) is/are appointed, the
in securities, the paid-up share capital
members of the board of directors shall
that has not yet been reimbursed.
The company’s annual and semi-
be considered liquidators with regard to
annual reports shall be made
third parties.
available on its website.
elected a domicile at the company’s
The holders of registered shares must notify the company of any change
Any remaining balance shall be divided
of address; in the absence thereof,
equally amongst the shares.
all communications, notices and
The liquidators shall form a board. To
convocations will be validly sent to their
Shareholders have the right to obtain
this end, they shall have the broadest
last known address.
a copy of the annual and semi-
powers in accordance with the
annual reports free of charge, at the
applicable provisions of the Companies
company’s registered office.
Code, without prejudice to any limits
Article 37: Applicable law
imposed by the general meeting.
Any provision of these articles that is contrary to the mandatory provisions of
The liquidator(s) is/are obliged to call
the Companies Code and to the RREC
a general meeting each time that the
legislation shall be deemed null and
shareholders collectively representing a
void; the invalidity of any one of these
fifth of the share capital so request.
articles or any part thereof shall have no effect on the remaining articles.
184
Annual report 2015-2016 I Retail Estates
185
Miscellaneous
Miscellaneous 186
8
Jaarverslag 2015-2016 I Retail Estates Annual report 2015-2016 I Retail Estates
O1 Statements
189
O2 Glossary
190 187
Miscellaneous
Retailpark frunpark, wetteren -â&#x20AC;ş 188
Annual report 2015-2016 I Retail Estates
01
that significantly alter the scope of
management body, or ever appeared
accomplishments expressed or implied
any statement made in the annual
before a court of law in the capacity
in the aforementioned forward-looking
report;
of a director, in connection with
statements. Given these uncertainties,
bankruptcy.
investors are advised not to rely
Statements - the abbreviated financial statements,
Responsibilities
which were prepared in accordance
Forward-looking statements
automatically on such forward-looking statements.
with the applicable accounting
This annual report contains forward-
The board of directors of Retail Estates
standards and were thoroughly
looking statements, including, but
Availability of the annual report
nv is responsible for the contents
audited by the auditor, accurately
not limited to, statements using
This annual report is available in Dutch
of this annual report, subject to
present the property, the financial
such words as “believe”, “anticipate”,
and French versions.
information provided by third parties,
condition, and the results of Retail
“expect”, “intend”, “plan”, “pursue”,
including reports of the auditor and the
Estates nv and the subsidiaries
“estimate”, “can”, “will”, “continue”, and
This annual report was prepared in
real estate experts.
included in the consolidation. The
similar expressions. These forward-
Dutch. Retail Estates nv checked the
management report further contains
looking statements are made in the
translation of, and the correspondence
The board of directors, whose
the expectations concerning next
context of known and unknown risks,
between, the official Dutch version
members are named on pages 56 till
year’s results, plus explanatory notes
uncertainties and other factors that
and the French version. The Dutch
58, hereby declares that, to the best of
on the risks and the uncertainties
might cause the actual results, the
version shall prevail in the event of
its knowledge:
facing the company.
financial condition, the performance,
contradictions between the Dutch
or the accomplishments of Retail
and French versions. For information
Estates nv, Finsbury Properties nv,
purposes only, the company has
- this annual report accurately presents
Statements concerning directors
important events and, where
The board of directors of Retail
Distri-Land nv, Retail Warehousing
published an electronic version of the
applicable, the most important
Estates nv hereby confirms that, to its
Invest nv, Fimitobel nv, Paneuropean
annual report on the website of Retail
transactions conducted with affiliated
knowledge, none of its directors have
Retail Properties nv, Paneuropean
Estates nv (www.retailestates.com).
parties in the course of the financial
ever been convicted of a crime of fraud,
Property Investments nv, Localiège
An English version of the annual report
year, and the impact of those
been the subject of any official and/
nv, Vlaamse Leasing Maatschappij
is also available on the website. None
transactions on the abbreviated
or public accusation, had a sanction
nv, Texas Management nv and TBK
of the other information published on
financial statements;
imposed by a judicial or regulatory
bvba or the results of the sector,
the website of Retail Estates nv forms
body, been banned by a court of
to differ considerably from the
part of this annual report.
law from serving as a member of a
expected results, performance or
- this report makes no omissions
189
Miscellaneous
02
Chain stores
taxes) divided by the total assets
is recognised as a regulated real estate
These are companies that have a
(excluding hedging instruments).
company, or merges with a regulated
Glossary
operate at least five different retail
Dividend yield
outlets.
The ratio of the most recently paid
Fair value
gross dividend to the final share price
This value is equal to the amount for
of the financial year over which the
which a building could be swapped
dividend is payable.
between properly informed parties,
real estate company.
Acquisition value
Contractual rents
This is the term to be used for
The index-linked basic rents as
the purchase of a building. Any
provided in the lease agreements as
conveyance fees payable are included
of 31 March 2016, before deduction of
E stimated investment value
in the acquisition price.
gratuities or other benefits granted to
This is the value of the real estate
point of view of the seller, it must
tenants.
portfolio, including costs, registration
be construed minus the registration
charges, fees and VAT, as estimated
charges.
BEL mid-index
consenting and acting under normal competitive conditions. From the
Since 1 March 2005, this has been a
Corporate governance
weighted price index of shares quoted
Good governance means adherence
on Euronext that makes allowance for
to principles such as transparency,
the stock-market capitalisation, with
integrity and balance between
E stimated liquidation value
the weightings determined by the free
responsibilities, based on the
This is the value excluding costs,
the free float as the total number
float percentage and the velocity of
recommendations of the FSMA and
registration charges, fees and
of shares in the capital, minus the
circulation of the shares in the basket.
Euronext. In a more general sense,
recoverable VAT, based on a scenario
shares held by companies that
they are part of strict business ethics
whereby the buildings are sold on a
form part of the same group, state
and require compliance with the Law
building-by-building basis.
enterprises, founders, shareholders
Book value of a share NAV (Net Asset Value) means equity divided by the number of shares.
Bullet loan
190
central purchasing department and
of 2 August 2002.
Debt ratio
each quarter by an independent expert.
E xit tax The exit tax is a special corporate tax
Free Float This is the percentage of shares held by the public. Euronext calculates
with a shareholder agreement, and shareholders with a controlling majority.
The debt ratio is calculated as follows:
rate applied to the difference between
A loan repaid in its entirety at the end
liabilities (excluding provisions,
the fair value of the registered capital
G ross dividend
of the loan term.
accrued charges and deferred income,
of companies and the book value of
The gross dividend per share is the
hedging instruments and deferred
its capital at the time that a company
operating profit distributed.
Annual report 2015-2016 I Retail Estates
IFRS
cash flows. The amount itself is not
Net dividend
Pursuant to the status of Belgian
The International Financial Reporting
swapped. IRS is often used to hedge
The net dividend is equal to the gross
REIT, Retail Estates nv does not
Standards are a set of accounting
interest rate increases. In this case, a
dividend after retention of 27 %
have to write down on its buildings.
principles and valuation rules prepared
variable interest rate will be swapped
withholding tax.
Consequently, the EBIT closely
by the International Accounting
for a fixed one.
Standards Board. The aim is to
Occupancy rate
resembles the EBITDA (Earnings Before Interest, Taxes, Depreciation
simplify international comparison
Market capitalisation
The occupancy rate is calculated as
and Amortisation), because Retail
between European listed companies.
This is the total number of shares at
the ratio of the surface area actually
Estates nv applies depreciation only to
the end of the financial year multiplied
leased out to the surface area
intangible assets (such as the costs of
Listed companies are required to
by the closing price at the end of the
available for leasing, expressed in m².
capital increases) and plant, property
prepare their consolidated accounts
financial year.
according to these standards starting
OLO/linear bond
and equipment (such as company vehicles and office furniture).
from the first financial year beginning
Net cash flow
after 1 January 2005.
Operating cash flow, net current result
equivalent to a virtually risk-free
Pay-out ratio
(share of the group) plus the additions
investment, and used as such to
The pay-out ratio indicates the
to depreciation, impairments on trade
mitigate the risk premium compared
percentage of the net profit that
An enterprise that professionally
receivables, and additions to, and
with listed securities. The risk premium
will be paid out as a dividend to
invests funds entrusted to it by third
withdrawals from, provisions, plus the
is the additional return expected by
shareholders. This ratio is obtained by
parties for various reasons. Examples
achieved higher or lower value relative
the investor for the company’s risk
dividing the paid-out net profit by the
include pension funds, investment
to the investment value at the end of
profile.
total net profit.
funds,…
the previous financial year, minus the
Operational cash flow (EBITDA)
Peripheral retail stores
Operating income (EBIT) plus
Retail premises grouped along roads
depreciations and impairments.
leading into and out of cities and
Institutional investor
“Interest Rate Swap” (IRS)
exit tax.
Government bond usually deemed
An “Interest Rate Swap” is an
Net current cash flow
agreement between parties to
Operating cash flow, net current result
exchange interest rate cash flows
(share of the group) plus the additions
Operating result (EBIT)
during a predetermined period of time
to depreciation, impairments on trade
EBIT (Earnings Before Interests
and exit road connecting to the public
on an amount agreed beforehand.
receivables and additions to, and
and Taxes) is the net current result
highway.
This concerns only the interest rate
withdrawals from, provisions.
before interest charges and taxes.
towns. Each peripheral retail store has its own car park and an entrance
191
Miscellaneous
Price/earnings ratio (P/E ratio)
Retail park
V elocity of circulation
This ratio is calculated by dividing the
Retail properties that form part of an
Sum of the shares traded monthly,
price of the share by the profit per
integrated commercial complex and
relative to the total number of shares
share. The ratio indicates the number
are grouped together with other retail
over the past 12 months.
of years of earnings which would be
properties. All properties use a central
required to pay back the purchase
car park with a shared entrance and
price.
exit road.
Real estate certificate
Return
A real estate certificate is a security
The total return achieved by the share
that entitles the holder to a
in the past 12 months or (most recent
proportionate part of the income
price + gross dividend)/price in the
obtained from a building. The holder
previous year.
also shares in the proceeds if the building is sold.
Result on portfolio
The Royal Decree of 13 July 2014 in execution of the Law of 12 May 2014
Achieved and unachieved higher or
on regulated real estate companies
lower values relative to the most
(Belgian REITs).
recent valuation by the expert.
Retail cluster
Securitised real estate This is an alternative way of investing
A collection of peripheral retail
in real estate, whereby the shareholder
properties, located along the same
or certificate holder, instead of
traffic axis and, from the consumerâ&#x20AC;&#x2122;s
investing personally in the ownership
point of view, they form a self-
of a property, acquires (listed) shares
contained whole, although they do
or share certificates of a company that
not possess a joint infrastructure other
has purchased a property.
than the traffic axis.
192
RREC Legislation
Information sheet Name: Status:
Retail Estates nv
Address: Tel: Fax: E-mail: Website: Register of legal entities: VAT: Enterprise number: Date of incorporation: Status as fixed-capital real estate investment fund granted: Status as regulated real estate company granted: Duration: Management: Auditor:
Industrielaan 6, 1740 Ternat, Belgium
Financial year closing: Capital at 31.03.2016: Number of shares at 31.03.2016: Annual shareholders’ meeting: Share listing: Financial services: Value of real estate portfolio per 31.03.2016: Real estate experts: Number of properties per 31.03.2016: Type of properties: Liquidity provider:
31 March
Public regulated real estate company (“RREC” - ‘Belgian REIT’) according to Belgian law +32 (0)2 568 10 20 +32 (0)2 581 09 42 info@retailestates.com www.retailestates.com Brussels BE 0434.797.847 0434.797.847 12 July 1988 27 March 1998 (until 23 October 2014) 24 October 2014 Unlimited Internal PwC Bedrijfsrevisoren bcvba - Woluwegarden-Woluwedal 18 at B-1932 Brussels, represented by Mr. Damien Walgrave EUR 199,495,654.21 8,866,320 First Friday of July Euronext – continuous market KBC Bank Investment value EUR 1,026 million – fair value EUR 1,001 million (incl. value of “Immobilière Distri-Land nv” real estate certificates) Cushman & Wakefield and CBRE 634 Peripheral retail real estate KBC Securities
The Design Factory +32 (0)10 60 19 18 public
RREC
Industrielaan 6 B- 1740 Ternat T. +32 (0)2 568 10 20 F. +32 (0)2 581 09 42 info@retailestates.com www.retailestates.com