Publication of the financial statements as
of 30 June 2017
Regulatory News:
ANF Immobilier (Paris:ANF):
ANF Immobilier (« ANF ») announces that it has entered into two
agreements for exclusive negotiations :
- one with Icade, relating to the projected acquisition of ANF
by Icade through the acquisition of the majority stake held by
Eurazeo in ANF, followed by a mandatory tender offer, both at a
price per share of 22,15 euros (the « Icade’s Offer Project »).
Simultaneously, Icade and Eurazeo have entered into an agreement
for exclusive negotiations relating to the sale of Eurazeo’s
majority stake to Icade on those terms ; and
- one with Primonial REIM, as part of its fund management
activities, relating to the projected acquisition of a portfolio
composed of almost all the legacy mixed use Marseille assets of ANF
Immobilier (the « Legacy Portfolio ») and of one retail property in
Lyon, for a price of 400,422,696 euros (the « Legacy Portfolio Sale
Project »).
Both projects are inter-related : the acquisition by Icade of
Eurazeo’s majority stake (50.48% of ANF’s share capital and 53.73%
of ANF’s total number of voting rights) would be subject to the
execution of a binding promise to buy and sell the Legacy
Portfolio, which would itself be subject to the execution of a
binding agreement for the acquisition of Eurazeo’s majority stake
in ANF.
The backing of ANF Immobilier by Icade, one of the leading
French real estate companies, would enable ANF Immobilier to
accelerate its growth strategy. The latter, based on investment in
commercial real estate in dynamic regional cities, would be
supported by Icade's financial capacity in a context of industry
concentration.
The tender offer which is part of Icade’s Offer Project would
offer liquidity to all ANF shareholders at a price of 22.15 euros
per share.
Icade’s Offer Project would offer a premium over ANF’s trading
price of +5.0% based on the closing price on 21 July 2017, and of
respectively +6.3% and +10.2% on the basis of the 1-month and
3-month volume weighted trading average as of 21 July 2017
(adjusted for the dividend paid on 6 June 2017). It would reflect a
+5.7% premium over the published triple net Net Asset Value as of
30 June 2017, and a discount of -15.2% over the published triple
net Net Asset Value as of 31 December 2016 (adjusted for the
dividend paid on 6 June 2017).
The Legacy Portfolio Sale Project with Primonial REIM, one of
the principal French real estate investment fund managers, would be
the culmination of ANF Immobilier's strategy to dispose of its
Heritage Portfolio and concentrate on the commercial real estate
sector in regional cities with strong growth prospects. It also
comes in the context of a challenging Marseille market with a
significant increase in the retail offer around the rue de la
République and at a difficult time for retail activity in
France.
This block disposal would take place at a discount of -17.0% and
-20.5% respectively compared with the individual appraisal values
of the properties at June 30, 2017 and December 31, 2016 for the
assets in question1.
ANF’s management and supervisory boards have approved the
execution of both agreements to enter in exclusive negotiations,
and decided to initiate the consultation of the employees’
representative bodies and to pursue negotiations to agree on the
definitive agreements.
ANF’s supervisory board has retained Finexsi, represented by
Olivier Perronet, as an independent expert, to give a fairness
opinion on the financial terms both of the Icade’s Offer Project
(at a price per share of 22.15 euros) and of the Legacy Portfolio
Sale Project (the « Fairness Opinion »). ANF’s supervisory board
will only take its decision on the definitive agreements after the
consultation of the employees’ representative bodies, and after
having received the Fairness Opinion.
Depending on the timetable for the consultation of the
employees’ representative bodies and for completing the technical
steps for the binding promise to buy and sell relating to the
Legacy Portfolio, and subject to the decision of the governing
bodies of each party, the sale of Eurazeo’s majority stake and the
execution of the definitive agreements relating to the Legacy
portfolio could take place in the last quarter of 2017. The tender
offer for ANF would be filed after the acquisition of Euazeo’s
majority stake.
Bruno Keller, Chairman of ANF’s supervisory board has said «
This dual operation, alongside Icade, a leader in its sector, will
enable ANF Immobilier to embark on a new chapter in its history.
The two disposal projects will give it the resources to accelerate
its growth strategy, resolutely oriented towards commercial real
estate based in dynamic regional cities, and to approach this new
stage in its development with confidence, within the context of
industry concentration. »
1 The discounts compared with appraisal values at June 30, 2017
and December 31, 2016 represent €66.4 million and €85.5 million
respectively, to which a yield indemnity of €15.4 million is
added.
I) First half of
2017
a) Financial statements as at June 30, 2017
In the first half of 2017, ANF Immobilier's gross rental income
under IFRS amounted to €24.4 million. This amount represents a fall
of -5%, mainly due to the challenging conditions in Marseille. This
trend is expected to be offset by current developments in Bordeaux
starting in 2018 and the impact of new acquisitions, including
those that took place in Toulouse at the end of March 2017. On a
like-for-like basis, revenue fell by -6% to €22.2 million. 56% of
portfolio revenue was generated by office leases, 16% by retail and
10% by hotels. Accordingly, commercial real estate now represents
83% of gross rental income and residential, including ancillary,
represents just 17% of rental income. Rental income, Group Share,
amounted to €20.2 million, down -3% compared with the first half of
2016.
Key figures:
• Recurring EBITDA amounted to €16.1 million. The indicator
marks a decrease of -8% chiefly stemming from the aforementioned
decline in rental income. In parallel, the recurring EBITDA margin
under IFRS fell by -200 bps, from 68% à 66%;
• Gross rental income, resulting from the assets included in the
scope of the Primonial REIM offer, annualized at June 30, 2017,
represented €17.5 million;
• The Group share adjusted EPRA Earnings amounted to €8.2
million or €0.45 per share, an increase of +4% compared with the
first half of 2016, as a result of the reduction in recurring
finance costs;
• IFRS net income after minority interests amounted to -€96.9
million, chiefly impacted by losses on fair value and consolidated
disposals of -€91.4 million, reflecting the exclusive negotiations
concerning the Marseille portfolio;
• Real estate value amounted to €1,014 million, demonstrating
the impact of the aforementioned fair value and of investments in
the amount of €39 million over the period. The core portfolio at
end-June 2017 represented 65% of the portfolio;
• The LTV ratio calculated on the basis of the appraisal report
values at June 30, 2017 was 47%;
• NNNAV as at June 30, 2017 amounted to €20.96 per share under
the EPRA method, reflecting the losses on fair value and disposals
of -€91.4 million, mainly due to the Marseille assets included in
the scope of the Primonial REIM offer;
• Icade's public tender offer at a per
share price of €22.15 results in a premium of +5.7% over the
NNNAV.
b) 2017 half-year activity
- Lyon, Bordeaux and Toulouse
In Lyon, the real estate company is continuing its development
projects and, in late April 2017, obtained a building permit for
its Park View project, a major project located close to the Parc de
la Tête d’Or. The latter includes restructuring Adecco's former
head office, with a current surface area of 9,000 sq.m., to provide
a property comprising more than 22,000 sq.m. of new offices, for a
works budget of some €53 million.
In the Part-Dieu area, ANF Immobilier has secured its rental
flows with Areva, which has confirmed that it will continue to
lease the majority of the square footage that it currently occupies
until 2021, for a lease of approximately €6.9 million (the
Lafayette and Stratège properties).
In Bordeaux, at the end of June, ANF Immobilier celebrated the
first tree being planted in the Quai 8.2 project, in the presence
of its partners and the public institutions. In the first half of
2017, €16 million was invested in this emblematic commercial
development adjacent to the LGV (high-speed line) train station.
The total amount of the investment is €97 million and delivery of
the real estate complex is expected in the second half of 2018.
In this same city, the real estate company has signed a new
sub-letting lease with Casino for the asset known as "Nautilus".
This allows the firm sub-letting period to be extended by 2.3 years
(until end-2022) and guarantees a long-term lease income of €2.2
million.
In Toulouse, in late March 2017, the Company signed the
acquisition of a first property complex, known as Centreda and
ideally situated in the Blagnac area, for €19 million. This
comprises two buildings totaling 16,150 sq.m. of offices (multiple
tenants) and represents additional rental income of +€2
million.
In Marseille, ANF Immobilier signed a firm 9-year lease with Now
Coworking, a major player in "co-working" spaces in France, for its
Rive Neuve project (restructuring of an existing property as 2,848
sq.m. of new offices with outstanding views of the Old Port). The
amount of additional investments, at approximately €9 million, will
generate lease income of €0.7 million from delivery, which is
scheduled for 2019.
In terms of its historical portfolio, ANF Immobilier has seen a
sharp increase in the retail offer in Marseille for more than three
years now, due to the delivery of a number of commercial centers in
the immediate vicinity of rue de la République. Despite ANF
Immobilier's strategic repositioning, this influx has had a
negative impact, in particular on retailers in the personal goods
market. Between December 31, 2016 and June 30, 2017, "passerby"
gross lease income from the historical portfolio's retail
properties thus fell by €0.7 million (notably with the departures
of Célio and Mango) and the EPRA vacancy rate for the Company's
retail premises rose at the same time from 13.1% to 18.9%.
In order to breathe new life into the rue de la République, the
Company announced the inauguration of Chevalier Roze in August
2017, a hub dedicated to the contemporary artistic scene, on the
street of the same name between the Old Port and the historic Le
Panier quarter. More than 800 sq.m. spread over seven distinct
spaces have been renovated for this purpose and will welcome
international cultural operators to make this street a benchmark
for contemporary creativity.
EPRA figures for the first half of 2017
30/06/2017
30/06/2017
M€ EPRA Retraitement IFRS EPRA Retraitement IFRS Chg. EPRA Gross
rental income 24.4 -
24.4 25.8 - 25.8 -5.4% Net operating
expenses - 2.6 1.3
-3.8 - 2.5
0.8 - 3.3
Net rental income 21.8
1.3 20.6 23.3 0.8
22.5 -6.2% margin 89.5% 84.4% 90.2% 87.3% Administrative
expenses - 5.7 4.1
- 9.8 - 5.7
- 5.7
EBITDA 16.1
5.3 10.8 17.6 0.8
16.8 -8.3% margin 66.1% 44.3% 68.2% 65.3% Financial expenses
- 7.8 2.3
- 10.1 - 8.3 - 8.3 Amortization - 0.4
- 0.4
- 0.5 - 0.5 Change in Fair Value - 91.4
- 91.4 - 17.4 - 17.4
Other 0.2 - 0.6
0.8 0.2 3.5 - 3.3 Taxes - 0.3
- 0.3
0.1 0.1 Minorities' impact - 1.7 4.5
-
6.2 - 2.8 0.3 - 3.1
Earnings, Group Share
6.5 103.4 - 96.9
6.8 22.5 - 15.6 -4.5% margin
26.7% -397.4% 26.5% -60.7% Adjustment administrative expenses (non
recurrent) 0.7 - 0.7 - - - Adjustment financial expenses 1.0
- 1.0 - 1.1 1.1 -
Adjusted Earnings,
Group Share 8.2 101.7 -
96.9 7.9 23.6 - 15.6 3.6%
Earning 8.2 - 90.8
9.6 - 12.6 -14.2%
Adjusted
Earnings 9.9 - 90.8
10.7 - 12.6 -7.3%
The financial statements were approved by the Executive Board on
July 17, 2017. Audit procedures were undertaken on the consolidated
financial statements. Certification reports will be issued after
finalization of the specific verifications.
2017 Financial
AgendaHalf-year resultsJuly 24, 2017 at 8:30 a.m.
(Webcast)
About ANF Immobilier
ANF Immobilier (ISIN FR0000063091) is a listed real estate
investment company that owns a diversified portfolio of French
office, retail, hotel and residential properties worth €1 billion.
It is undergoing a major transformation to concentrate on
commercial real estate, create value and support the development of
large, dynamic regional cities. It currently has operations in
Bordeaux, Lyon, Marseille and Toulouse. Listed on Eurolist B of
Euronext Paris, ANF Immobilier is included in the EPRA real estate
index.
About Icade
Building for every future
As an investor and a developer, Icade is an integrated real
estate player which designs innovative real estate products and
services adapted to new urban lifestyles and habits. By placing
corporate social responsibility and innovation at the core of its
strategy, Icade is closely involved with stakeholders and users in
the cities—local authorities and communities, companies and
employees, institutions and associations… As a commercial and
healthcare property investor (portfolio value of €9.9bn as of
06/30/17) and as a property developer
(2016 economic revenues of €1,005m), Icade is able to reinvent
the real estate business and foster the emergence of tomorrow's
greener, smarter and more responsible cities. Icade is a
significant player in the Greater Paris area and major French
cities. Icade is listed on Euronext Paris as a French Listed Real
Estate Investment Company (SIIC). Its leading shareholder is the
Caisse des dépôts Group.
About Primonial REIM
Primonial REIM is a portfolio management company, approved on
December 16, 2011 by the French Financial Markets Authority
(Autorité des Marchés Financiers) under the number GP-11000043. It
received AIFM approval on June 10, 2014. Its capital stock is held
by Primonial Holding (majority) and UFF Bank. Its Executive Board
comprises Laurent Fléchet (Chairman), Grégory Frapet and Stéphanie
Lacroix (Chief Operating Officers).
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version on businesswire.com: http://www.businesswire.com/news/home/20170723005062/en/
ANF ImmobilierLaurent Milleron, +33 1 44 15 01
11investorrelations@anf-immobilier.comorPress:Renaud Large, +33 1
58 47 96 30renaud.large@havas.com
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