Immobel Société anonyme Rue de la Régence 58 1000 Brussels

158 Pages·2016·2.69 MB·English

by  Any Authorised User

Immobel
Société anonyme
Rue de la Régence 58
1000 Brussels
(Register of Legal Entities Brussels (French speaking Commercial Court))
VAT: BE 0405.966.675
Admission to trading and listing of shares on the regulated market of Euronext Brussels
in the context of the merger of IMMOBEL with Allfin Group Comm. VA
This is an information document (the “Information Document”) for the listing on the regulated market of Euronext Brussel
of 5,875,369 new ordinaryshares withoutnominal value (such 5,875,369 shares, the “Merger Shares”) of ImmobelNV/SA
(“Immobel” or the “Company”), a limited liability company organised under the laws of Belgium, which were issued in
registered form in the context of the merger by absorption of Allfin Group Comm. VA. (“Allfin”) by the Company, which
became effective on 29 June 2016 (the “Merger”).
An application has been made to list the Merger Shares on the regulated market of Euronext Brussels under the symbol
“IMMO”. The Merger Shares have the same rightsas all existing shares of the Company (such existing shares, together as
the case may be with the Merger Shares, being referred to hereinafter as the “Shares”). The Merger Shares were issued
with coupon n° 27 attached. The listing of the Merger Shares of the Company is expected to be effective on or about 28
September 2016under the symbol “IMMO”.
The risk factors relating to the Company, its business and the securities to be admitted to listing (see Part I Risk
Factors) should be carefully reviewed.
This Information Document needs to be read together with any documents included herein by reference.
This document constitutes an information document for the purpose of article 18, §2, d) of the law of 16 June 2006on the
public offering of securities and the admission of securities on a regulated market, as amended (“Wet op de openbare
aanbieding van beleggingsinstrumenten en de toelating van beleggingsinstrumenten tot de verhandeling op een
gereglementeerde markt”/“Loi relative aux offres publiques d’instruments de placement et aux admissions d’instruments de
placement à la negociation sur des marches réglementés”) (the “Prospectus Law”), containing information which is
considered by the Financial Services and Markets Authority (the “FSMA”) to be equivalent to the information that should be
included in a prospectus prepared pursuant to article 20 of the Prospectus Law.
This Information Document does not constitute an offer to buy, subscribe or sell the Merger Sharesdescribed herein in any
jurisdiction or to any person. No Shares are being offered or sold pursuant to this Information Document.
Information Document dated 28 September 2016
TABLE OF CONTENTS
Page
SUMMARY..................................................................................................................................................5
PART I: RISK FACTORS.........................................................................................................................18
1 Market risk.......................................................................................................................................18
2 Operational risk...............................................................................................................................18
3 Securities.........................................................................................................................................22
PART II: GENERAL INFORMATION ON THE INFORMATION DOCUMENT........................................24
1 Persons responsible.......................................................................................................................24
2 No public offering...........................................................................................................................24
3 Distribution......................................................................................................................................25
4 Forward looking statements..........................................................................................................25
5 Market and industry information and information derived from third parties..........................25
6 Rounding of financial and statistical information........................................................................25
PART III: STATUTORY AUDITOR...........................................................................................................26
PART IV: SELECTED FINANCIAL INFORMATION................................................................................27
1 Unaudited half yearly financial statement as at 30 June 2016....................................................27
2 Pro forma consolidated financial information..............................................................................29
3 Historical financial information.....................................................................................................30
4 Working capital statement.............................................................................................................30
5 Capitalisation and indebtedness as of 30 June 2016..................................................................30
6 Significant change in the issuer’s financial or trading position.................................................31
PART V: INFORMATION ABOUT THE COMPANY................................................................................32
1 History and development of Immobel...........................................................................................32
2 The issue of the Merger Shares.....................................................................................................33
3 Investments made by Immobel......................................................................................................33
PART VI: BUSINESS OVERVIEW...........................................................................................................34
1 Principal activities...........................................................................................................................34
2 Principal markets............................................................................................................................34
PART VII: ORGANISATIONAL STRUCTURE.........................................................................................45
PART VIII: PROPERTY, PLANTS AND EQUIPMENT............................................................................46
1 Overview..........................................................................................................................................46
2 Environmental issues.....................................................................................................................46
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PART IX: CAPITAL RESOURCES..........................................................................................................47
PART X: ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES AND SENIOR
MANAGEMENT................................................................................................................................48
1 Corporate governance....................................................................................................................48
2 The Board........................................................................................................................................48
3 Executive Committee (the “Executive Committee”)....................................................................51
4 Audit & Finance Committee (the “Audit & Finance Committee”)...............................................53
5 Remuneration Committee (the “Remuneration Committee”).....................................................54
6 Nomination Committee (the “Nomination Committee”)..............................................................54
7 Investment Committee (the “Investment Committee”)................................................................54
8 Statement with regard to convictions in relationto the directors and the members of the
executive team................................................................................................................................55
9 Conflicts of interest........................................................................................................................55
PART XI: REMUNERATION AND BENEFITS.........................................................................................57
PART XII: EMPLOYEES..........................................................................................................................58
PART XIII: MAJOR SHAREHOLDERS....................................................................................................59
PART XIV: RELATED PARTY TRANSACTIONS....................................................................................60
PART XV: ADDITIONAL INFORMATION................................................................................................61
1 Share capital....................................................................................................................................61
2 Memorandum and Articles of Association...................................................................................61
3 Dividend policy................................................................................................................................62
4 Legal and arbitration proceedings................................................................................................62
PART XVI: MATERIAL CONTRACTS.....................................................................................................63
PART XVII: DOCUMENTS ON DISPLAY................................................................................................64
PART XVIII: INFORMATION ON HOLDINGS..........................................................................................65
PART XIX: INFORMATION CONCERNING THE SECURITIES TO BE ADMITTED TO TRADING.......66
1 Form of the new shares..................................................................................................................66
2 Listing and first trading..................................................................................................................66
3 Rights attached to the Shares of the Company...........................................................................66
4 Belgian regulations on takeover bids, squeeze-out and sell-out rules.....................................71
5 Takeover bids instigated by third parties during the previous financial year and the current
financial year...................................................................................................................................72
6 Taxation...........................................................................................................................................72
PART XX: ADMISSION TO TRADING AND DEALING ARRANGEMENTS...........................................83
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PART XXI: DOCUMENTS INCORPORATED BY REFERENCE.............................................................84
1 Historical financial information Immobel......................................................................................84
2 Historical financial accounts Allfin...............................................................................................84
3 Documents relating to the Merger.................................................................................................85
4 Relevant company documents......................................................................................................85
ANNEX I HALF YEARLY ACCOUNTS AS AT 30 JUNE 2016................................................................86
ANNEX II PRO FORMA CONSOLIDATED INCOME STATEMENT.....................................................135
ANNEX III DEVELOPMENT PORTFOLIO.............................................................................................141
ANNEX IV GROUP STRUCTURE..........................................................................................................156
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SUMMARY
Section A —Introduction and warnings
Disclosure Disclosure
Element requirement
A.1 Introduction and This summary should be read as an introduction to the Information
warning Document. It includes certain important information contained in the
Information Document. It does not include all the information that
may be important to investors. This summary must be read together
with the more detailed information and the appendices of the
Information Document. It should also be read together with the
matters set forth under “Risk Factors”.
Any decision to invest in the securities of Immobel should be based
on consideration of the Information Document as a whole by the
investor. Wherea claim relating to the information contained in the
Information Document is brought before a court, the plaintiff investor
might, under the applicable legislation, have to bear the costs of
translating the Information Document before the legal proceedings
are initiated.
Civil liability attaches only to those persons who have tabled the
summary including any translation thereof, but only if the summary is
misleading, inaccurate or inconsistent when read together with the
other parts of the Information Document or if it does not provide,
when read together with the other parts of the Information Document,
any required key information in order to aid investors when
considering whether to invest in Immobel securities.
A.2 Consent to use the Not applicable.
Information
Document
Section B —Immobel
Disclosure Disclosure
Element requirement
B.1 Legal and Immobiliën Vennootschap van België or Compagnie Immobilière de
commercial name of Belgiqueabbreviated as Immobel.
Immobel
B.2 Domicile, legal form, Immobel is a company limited by shares (“naamloze vennootschap”/“
legislation and société anonyme”) incorporated in Belgium under Belgian law and
country of having its registered office at Rue de la Régence 58, 1000 Brussels,
incorporation Belgium. Immobel is registered with the Register of Legal Entities
Brussels (French speaking Commercial Court) under enterprise
number 0405.966.675.
B.3 Key factors relating The Company’s principal activity is the development of large real
to current operations estate projects in the office, residential and landbanking real estate
and principal segments in Belgium (mainly Brussels), Luxembourg and Poland:
activities  Offices: the Company focuses on projects between 10,000 and
50,000 m². The location is the key determining factor regarding
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potential investments. The Brussels and Luxembourg office
markets have to date been the main markets for project
development. The Company has decided, as part of its growth
strategy, to expand its operations in Poland where it invested to
date in three project development opportunities.
 Residential: the Company focuses on projects of between 50
and 200 residential units in Belgium, Luxembourg and Poland.
Attractive location, environmental features and state of the art
design arethe key parameters.
 Landbanking: the Company focuses on projects located in the
immediate suburbs of large cities, well connected by train or
motorway. The sites are mostly located in residential zones
which could be developed and for which the potential sales
price should be at sufficient levels in order to invest in roads and
infrastructure.
B.4a Most significant The below information is based on external sources as refered to in
recent trends Part VI (Business Overview) of the Information Document.
Brussels Office Market
Throughout 2015, the Brussels office market saw its vacancy rate
declining below the 10% mark. This decreasing vacancy rate trend
remained sustainable, in spite of the low office take-up, principally
because of the low speculative completions and the conversions. In
parallel, the supply was still characterised by a shortage of prime
office space representing only 5.2% of total availabilities.
Over the year 2015, the level of speculative development projects
remained limited and was one of the reasons for the erosion of
vacancy rates. Indeed, only 27,600 m² were delivered on a
speculative basis. 2016 will follow similar footsteps with a weak level
of speculative pipeline.
Bogged down to a non-sustained office demand, headline rents
remained blocked at EUR 265/m². In the same time, the average rent
continued its downward trend and now stands at EUR 151/m² on the
overall 2015 versus EUR 157/m² in 2014 and EUR 159/m² in 2013.
In the office submarkets, only the City-Centre recorded a slight
increase of its prime rent at EUR 210/m².
On the investment side, the Brussels office market in 2015 was
characterised by a more sustained activity and the arrival of
newcomers in the marketplace. The increase was not translated by
an increase of investment volume (-10% y-o-y) but was largely
visible in the number of transactions recorded (+35% y-o-y). The total
investment volume in 2015 reached MEUR 1,406 with 50
transactions. The other main characteristic of 2015 was the
continuation of yield compression falling to 5.75% for standard 3/6/9
year leases and 4.6% for buildings with long-term leases. A further
compression is forecasted for 2016 with a premium for standard and
long lease at respectively 5.25% and 3.8%.
Belgian Residential Market
Overall, the Belgian residential market has been nicely stable for
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quite a few years. Prices have been slightly but steadily rising since
2010 and activity has been particularly dynamic for the last 18
months. In 2015 the residential market was able to benefit from the
historically low interest rates and a slight economic upturn.
Several elements, both positive and negative, should be taken into
consideration regarding the evolution of the residential market in
2016:
 demographic growth is set to continue in Belgium at a steady
pace;
 the refugee crisis raises a number of questions concerning their
reception and their prospects for housing in the future;
 interest rates are going to rise in the coming months, which
could mean a decrease in residential activity;and
 recent shockwaves observed on the Asian stock markets, the
evolution of economic growth in China and the evolution of the
price of oil are also likely to impact on European markets.
However, one should bear in mind that Belgium has always shown
great stability in the face of economic shocks. The clear framework,
the absence of elections till 2019 and strong demographic growth are
key elements in ensuring a certain stability in the residential market.
Belgian Landbanking Market
The year 2015 will no doubt show the same trends as 2014, i.e. a
slight drop in the number of transactions of building land with a very
slight increase or even stagnation in prices. The statistics on building
permits authorised in 2015 are available for the first three quarters of
the year. The number of permits was significantly down compared to
2014. They fell by 18% to a total of 16,907 (as against 20,634 for the
first three quarters of 2014 and 25,481 for the year 2014),
representing 35,171 residential units, or a drop of 21% compared to
the 44,720 units authorised for the same period in 2014. The drop is
more marked in Flanders which experienced a fall of 22% in the
number of permits issued and of 23% in residential units, whereas in
Wallonia the permits issued fell only 6% and the number of
residential units 11%.
Luxembourg Office Market
2015 as a whole recorded a total office take-up of 308,750 m²; this
represents a 50% year-on-year increase with 206,000 m² leased in
2014. The prime rent slightly increased from EUR 42/m² to EUR
45/m² per month. Yields for prime offices with standard leases are
under pressure and declined to 4.25%.
Few second hand office spaces have been freed, and this was
largely offset by the strength of the rental market and the vacancy
rate fell from 5.53% at the end 2014 to 5.05% at the end of 2015.
Investment activity was very strong in 2015. The total volume, also
including land purchases and acquisitions for own use, increased by
16% year on year and stood at EUR 1.261 million (EUR 1.085m in
2014). This corresponds to an increase of 55% compared to the 5
year average. In total, 130,000 m² of office space was added to the
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office market.
Luxembourg Residential Market
Between now and 2030, population growth is expected to be close to
40%, which is the equivalent of over 220,000 extra inhabitants in the
country.
Since 2012, housing prices have increased by an average of 4 to 6%
per year. In 2015, they rose nearly 6%, mainly as a result of a
marked increase in the price of residential units under construction.
The average price of new housing has risen by more than 10%
compared to 2014, while the increase in the price of existing housing
is in the order of 4%.
The end of 2014 saw an explosion in the volume of transactions
following the announcement of an increase in the VAT rate. Although
this effect ran over to some extent into the first quarter of 2015, the
rest of the year was comparable to previous years. Over a longer
period both the financial volume and the number of transactions
show relatively steady growth.
Polish Office Market
In 2015, approximately 277,600 m² of modern office space entered
the market in Warsaw. In 2016, the level of completions may exceed
400,000 m², while the pipeline for 2017 is approximately 300,000 m².
The vacancy rate decreased marginally in 2015 and stood at 12.3%
(15.8% in the CBD, 11.9% in the City Centre Fringe and 11.8% in
Non-Central locations). We expect the rate to grow with the new
office completions planned for delivery in 2016 and onwards.
However, if the long-term vacant space of more than two years is
excluded, the rate stands at 8.5%.
Prime headline rents in Warsaw edged down over the course of
2015. Downward pressures are applicable to effective rents, which
are on average 15–20% below headline rents and we may expect
even higher levels of incentives in terms of strategic occupiers. The
major regional office markets outside of Warsaw continue to grow at
a robust pace, with 2015 full year take-up surging to 682,900 m², the
best outcome on record, up by 54% on the strong 2014 total of
444,600 m².
The end-year volume of investment transactions exceeded EUR 4.0
billion, which is the second highest result in history of Polish
investment market (the record level of EUR 4.7 billion was recorded
in 2006) and reflects a 30% growth compared to 2014. The last
quarter of 2015 recorded the highest quarterly level in history,
significantly exceeding EUR 2.0 billion.
Investor interest in the office sector is shifting from Warsaw towards
regional cities, which is a result of a massive supply coming to the
Warsaw office market, putting rental levels under pressure. More
than half of the sector’s volume last year accounted for office
properties located outside Warsaw.
Polish Residential Market
Year 2015 was again record year in sales as compared to 2014 with
28% increase. This resulted from new rules of operation of the
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scheme “Housing for the Young” which entered into force in
September 2015, primarily including the support of transactions on
the secondary market but also more generous support for larger
families.
For real estate developers, 2015 was a very hot year, with almost
52,000 new apartments delivered to the market, an increase by
20.4% as compared to 2014.
The number of completed unsold apartments dropped by 18.4%
compared to 2014. Flats completed in 2015 or earlier constitute
currently only 19% of total stock.
Average prices of units sold in Warsaw went slightly up by 5,2%
when compared to the same period last year and are currently at the
level of PLN 7,804/m2 incl. VAT.
In Tri-City the average price of units sold is currently at the level of
PLN 6,170/m2 incl. VAT, which represents grow of 4.7% when
compared to end of 2014 with average price for prime residential
development higher by more than 50% as compared to average
market price.
B.5 Group Immobel currently has:
 53 subsidiaries in Belgium. 32 of them are wholly-owned by the
Immobel group. The others are joint ventures with JCX Immo,
Veldhuyzen, Van Zanten & Drewes, Galère (BAM Wallonie),
iON, Eiffage, CODIC, Entreprises Koeckelberg, CityDev
(SDRB), Breevast, Belfius, Thomas & Piron, Cavens and
Stallaert families and BPI;
 10 subsidiaries in Luxembourg. 6 of them are wholly-owned by
the Immobel group. The others are joint ventures with BPI, G-
Finance and Besix RED;
 14 subsidiaries in Poland. 9 of them are wholly-owned by the
Immobel group. There are joint ventures with Grifiin, Winbron,
Universale and Multibud; and
 one wholly-owned subsidiary intheCzech Republic.
B.6 Major shareholders Following the Merger, the total number of Immobel Shares is
9,997,356. To the best of the Company’s knowledge, based on the
transparency declarations most recently received by the Company,
the shareholders’ structure is as follows on the date of this
Information Document:
(i) 5,605,530 Shares, representing 56.07 % of the total amount of
Immobel Shares, are held by A³ Capital NV;
(ii) 269,540 Shares, representing 2.70% of the total amount of
Immobel Shares,are held by Vemaco NV;
(iii) 299 Shares, representing 0% of the total amount of Immobel
Shares,are held by A³ Management BVBA;
(iv) 1,230,398 Shares, representing 12,30% of the total amount of
Immobel Shares, are held by Immobel; and
(v) 412,196 Shares, representing 4.12% of the total amount of
Immobel Shares, are held by Capfi Delen Asset Management
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SA.
The shareholders referred to in numbers (i)-(iv) are related entities
and form part of the same control chain, controlled by Marnix Galle.
Immobel is therefore controlled by Marnix Galle.
B.7 Selected historical Consolidated balance sheet
key financial
Actuals Actuals Actuals
information 30 June 31 Dec. 31 Dec.
2016 2015 2015
Immobel Allfin Immobel
(in MEUR)°
Non-current assets.............................. 105.6 108.2 67.6
Inventories........................................... 502.4 175.4 334.5
Trade receivables & other assets........ 47.5 21.1 28.1
Cash.................................................... 84.8 86.7 16.9
Total assets........................................ 740.3 391.4 447.1
Equity................................................... 290.7 165.6 194.4
Provisions & deferred taxes................ 11.6 6.8 3.7
Financial debts.................................... 349.2 178.8 206.0
Trade payables & other debts............. 88.8 40.2 43.0
Total liabilities................................... 740.3 391.4 447.1
On the basis of the Half Yearly Accounts, the profit and loss
accounts are as follows:
Consolidated statement of comprehensive income
Actuals Actuals Actuals
30 June 30 June 30 June
2016 2015 2015
Immobel Allfin Immobel
(in KEUR)°
Operating income................................ 112,158 50,693 40,561
Turnover.............................................. 83,794 47,702 36,828
Other operating income....................... 28,364 2,990 3,733
Operating charges............................... (73,069) (30,976) (29,309)
Cost of sales........................................ (66,226) (24,842) (19,898)
Personnel expenses............................ (1,031) (815) (3,219)
Amortisation, depreciation and
impairment of assets........................... (127) (383) (268)
Other operating expenses................... (5,685) (4,936) (5,924)
Joint ventures and associates 1,317 1,121 603
Gain (loss) on sales of joint ventures
and associates.................................... 1,317 1,121 603
Operating result................................. 40,406 20,837 11,855
Interest income.................................... 1,515 3,662 1,093
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