PERIODIC REPORT 2023
ALONY HETZ PROPERTIES & INVESTMENTS LTD.
AMOT TOHA1, TEL-AVIV
PERIODIC REPORT 2023
Description of the Corporation's Business
Board of Directors' Report on the State of Corporate Affairs Consolidated Financial Statements
Report on the Effectiveness of Internal Control of Financial Reporting and Disclosure
Additional Information on the Corporation Corporate Governance Questionnaire
Reference to the Report on the Corporation's Liabilities by Repayment Dates
Attachment of the Financial Statements of an Associate - Carr Auditor's Consent Letters
DESCRIPTION OF THE CORPORATION'S BUSINESS
ALONY HETZ PROPERTIES & INVESTMENTS LTD.
ONE CONGRESS, BOSTON
a. | Description of the Corporation's General Development and Other Information | 5 |
1. | The Corporation's activity and a description of its business development | 5 |
2. | Area of activity | 5 |
3. | Investments in the Corporation's equity and transactions in its shares | 8 |
4. | Distribution of dividends | 8 |
5. | Financial information regarding the Company's operating segments | 8 |
6. | General environment and impact of external factors - General | 11 |
b. | Investments in Israel - Amot Investments Ltd | 15 |
1. | General information regarding Amot | 15 |
2. | General environment and impact of external factors - Israel | 16 |
3. | Financial information regarding Amot's activity | 19 |
4. | Information regarding Amot's assets | 20 |
5. | Property management and operation | 32 |
6. | Properties with development potential | 33 |
7. | Marketing | 33 |
8. | Competition | 33 |
9. | Human capital | 34 |
10. | Improvements in rental properties and suppliers | 34 |
11. | External appraiser | 34 |
12. | Amot's forecast for 2023 | 35 |
13. | Amot's business strategy | 36 |
14. | Expected development in the coming year | 36 |
15. | Financing | 36 |
c. | Investment in the United States | 37 |
1. | General environment and impact of external factors - USA | 37 |
2. | General environment and impact of external factors - Washington D.C | 38 |
3. | General environment and impact of external factors - Boston | 39 |
4. | General environment and impact of external factors - Austin | 40 |
c1. | Investment in Carr | 41 |
1. | General information regarding Carr | 41 |
2. | Investment in Carr | 41 |
3. | Dividend receipts and capital reductions from Carr | 41 |
4. | Financial information regarding Carr Holdings' activity | 41 |
5. | Area of activity | 43 |
6. | Management of initiation and development activity | 54 |
7. | Property management and operation | 54 |
8. | Business strategy and expected development in the coming year | 54 |
9. | Taxation | 54 |
10. | Tenants (trade receivables) | 54 |
11. | Marketing | 55 |
12. | Expected revenue from signed lease contracts (order backlog) | 55 |
13. | Competition | 55 |
14. | Human capital | 56 |
15. | Renovations and tenant improvements | 56 |
16. | Carr's forecast for 2023 | 56 |
17. | The Company's significant agreements regarding its holdings in Carr | 57 |
18. | Financing | 57 |
c2. | Investment in the United States - Boston through the Partnership with Oxford | 58 |
1. | General information | 58 |
2. | Investment property in development | 59 |
3. | Main tenants................................................................................................................................................................................................................................................ 60 | |
4. | Expected revenue from signed lease contracts (order backlog) | 60 |
4. | Financing | 60 |
d. | Investment in London - Brockton | 61 |
1. | General information regarding BE ("Brockton Everlast Inc.") | 61 |
2. | General environment and impact of external factors - London, UK | 61 |
3. General information regarding the office sector (including research laboratories)
- London, Oxford and Cambridge | 62 | |
4. | Financial information regarding BE's activity | 64 |
5. | Information regarding BE's | 64 |
6. | Properties acquired in the period | 67 |
7. | Land for development | 68 |
Description of the Corporation's Business | 2 |
8. | Order backlog | 68 |
9. | Main tenants | 68 |
10. | Management and operation of BE's properties | 68 |
11. | Properties with development potential | 69 |
12. | Marketing | 69 |
13. | Competition | 69 |
14. | Human capital | 70 |
15. | Improvements in rental properties and suppliers | 70 |
16. | BE's forecast for 2023 | 70 |
17. | BE's business strategy | 70 |
18. | Corporate governance in BE and in the BE Group | 71 |
19. | Financing | 71 |
20. | Information regarding Brockton Funds | 71 |
e. | Energix | 72 |
1. | General information regarding Energix | 72 |
2. | Area of activity | 73 |
3. | Suppliers and raw materials for the area of activity | 98 |
4. | Segmentation of revenues and product profitability | 99 |
5. | Trade receivables | 99 |
6. | Marketing and Distribution | 100 |
7. | Competition | 101 |
8. | Seasonality | 101 |
9. | Human capital | 102 |
10. | Financing | 102 |
f. | Information regarding the Corporation as a Whole | 103 |
1. | Competition | 103 |
2. | Fixed assets | 103 |
3. | Human capital | 104 |
4. | Working capital | 104 |
5. | Financing | 105 |
6. | Taxation | 111 |
7. | Environmental risks and their management | 114 |
8. | Restrictions and supervision of the Company's activity | 118 |
9. | Significant agreements | 119 |
10. | Legal proceedings | 120 |
11. | Goals and business strategy | 120 |
12. | Expected development in the coming year | 120 |
13. | Financial data regarding geographic regions | 121 |
14. | Discussion of risk factors | 121 |
Description of the Corporation's Business | 3
- Description of the General Development of the Corporation and Other Information
1. The Corporation's activity and a description of its business development
Alony-Hetz Properties and Investments Ltd. (hereinafter - the "Company") was incorporated on December 20, 1989, and on November 14, 1990 it changed its name to its current name. In November 1990, the Company commenced operations and in January 1993, the Company's shares were first listed for trading on the Tel Aviv Stock Exchange Ltd. (the "TASE").
The Company does not have a controlling shareholder.
The Company and its subsidiaries will be referred to as the "Group".
2. Area of activity
The Company and its consolidated companies (hereinafter - the "Group") have two areas of activity:
Main area of activity - long-term investments in income-generating property companies in Israel and in western countries. As of the publication date of this report, the Group operates mainly in the following markets: Israel, the United States, and the United Kingdom. Additional area of activity - investment in renewable energies. The Group has income-generating investments in the fields of photovoltaic energy and wind energy, as well as in the development and initiation of electricity generating and storage facilities in Israel, Poland and in the United States.
2.1 The following is a description of the Group's main holdings as of December 31, 2023
Main investments in the income-generatingproperty segment:
Activity in Israel
Holdings of 51.1% in Amot Investments Ltd. (hereinafter - "Amot"). Amot is a public company listed for trading on the Tel Aviv Stock Exchange Ltd. (the "TASE") that operates directly and indirectly through corporations under its control, renting, managing and maintaining income-generating properties in Israel, as well as initiating, developing and establishing real estate for rental purposes. Amot owns, directly and indirectly, property that includes office buildings, logistics and industry, malls and commercial centers, supermarkets and others. Immediately prior to the publication of this report, the Company's stake in Amot is 51.1%. For additional information regarding Amot, see Chapter B below.
Activity in the United States
Carr - 47.7% holdings in the capital of Carr Properties (hereinafter - "Carr") and 50% in the control, a private income-generating property company (REIT) whose assets are located in the Washington D.C. area, in Boston, Massachusetts and in Austin, Texas. Carr engages directly and indirectly, through wholly or partly owned companies, in investments in income-generating properties for rental purposes, including the management and maintenance of office buildings under its ownership in the Washington D.C. and Boston metropolitan
areas, and in Austin, Texas, as well as in the initiation, development and establishment of real estate for rental purposes in those areas.1 For additional information on Carr see Chapter c1 below.
AH Boston - Holdings of 55% in the capital and 50% in the control of three property companies in the Boston metropolitan area, two of in the Boston Central Business District (CBD) and one in East Cambridge. 2 For additional information on the investment in the Boston properties through the three property companies, see Chapter c2 below.
1 The holding in Carr is through joint control with an investment fund managed by the Special Situation Property Fund of JP Morgan Chase Bank (hereinafter - "JPM").
2 The holding is through joint control with Oxford, which holds the remaining rights in the assets. Oxford is the real estate branch of OMERS (the Ontario Municipal Employees Retirement System).
Description of the Corporation's Business | 4
Activity in the UK
Holdings of 83.4% in Brockton Everlast Inc. ("BE"), a private company that engages directly and indirectly through corporations under its control, in the leasing, management and maintenance of income-generating properties, as well as in the initiation and development of income-generating property for rental purposes in the London metropolitan area, Cambridge and Oxford in the UK. Close to the date of publication of this report, the Company's holding is 83.7%. For information regarding the investment in properties in London, Cambridge and Oxford, see Chapter D below and Notes 4b, 4c and 6d to the financial statements.
In addition, the Group holds British real estate funds from the Brockton Group that are engaged in the initiation, development, improvement and management of real estate investments in the UK. The funds are in the process of realizing the balance of their portfolio, which is expected to be completed in the coming years. For additional information, see Chapter D below and Note 5(1) to the financial statements.
Renewable Energy Investments:
Holdings of 50.3% in Energix Renewable Energies Ltd. (hereinafter - "Energix"), a public company whose shares are listed for trading on the stock exchange. Energix engages in the planning, development, financing, construction, management and operation of facilities for the generation and storage of electricity from renewable energy sources (photovoltaic systems and wind farms) and the sale of electricity produced in these facilities, with the intention of holding them for the long term. As of the date of the report, Energix operates in Israel, Poland and the United States. The Company's holding rate in Energix close to the date of publication of the report is 50.3%. For additional information regarding Energix, see Chapter E below.
The following is the Company's holding structure in the main operating companies as of the date of publication of the report:3
Real Estate
Renewable
Energies
50.3% | (*)47.7% | (**)55% | 51.1% | 83.7% |
Energix Renewable | Carr Properties | AH Boston | Amot | Brockton |
Energies Ltd. | Investments | Everlast | ||
Ltd. |
* The Company and JP Morgan (through SSPF Investment Fund, managed by JP Morgan) have joint control in Carr.
- Joint holdings with Oxford Properties in income-generating properties companies that own office buildings in Boston. The Company and Oxford Properties have a joint control agreement.
3 The above holding structure does not include corporations wholly or partly owned by the Company through which the Company holds the corporations listed in the chart.
Description of the Corporation's Business | 5
The following are the Company's main investments4 (expanded solo)5 as of December 31, 2023:
Other investments
2.2 Changes in the volume of activity in the income-generating property segment and its profitability in the last three years
Over the past three years, the Group has operated mainly in its main area of activity (long-term investments in the income- generating property segments), while changing the scope of its activities both in terms of the size of its investment portfolio and in terms of geographic targets.
The following is the amount of investments (realizations) carried out by the Company (expanded solo) in the main investees in the field of income-generating property in the years 2021-2023 (in NIS millions):
Total | |||||
Year | 2023 | 2022 | 2021 | 2021-2023 | |
Investment in Amot | (1) | (220) | 159 | 288 | 227 |
Investment in BE | (2) | 274 | 487 | 671 | 1432 |
Investment in Carr | (3) | 202 | - | 202 | |
Investment in AH | |||||
Boston | 51 | 57 | 39 | 147 | |
Investment in PSP | (4) | - | - | (216) | (216) |
- In the years 2021-2023, the amount of the Group's investments in income-generating property and in land for development in Israel through Amot (not including real estate revaluations) increased by approx. NIS 3.7 billion. For additional information see Section 4 of Chapter B below.
- In the years 2021-2023, the amount of the Group's net investments in income-generating property in the UK (through BE) (not including property revaluations) increased by approx. GBP 0.5 billion. For additional information, see Sections 4 and 5 of Chapter D below. In 2023, including the conversion of a bridging loan into capital in the amount of GBP 85 million.
- In the years 2021-2023, the change in the amount of the Group's investments in income-generating property and in land for development in Washington D.C., in Boston and in Austin, Texas (through Carr) (not including property revaluations and net of realizations) was in an insignificant amount. For additional information, see Sections 4 and 5 in Chapter c1 below.
- The Company realized the balance of its holdings in PSP during 2021.
- In 2023, the Group recorded net losses from property revaluations, in which the Company's share (after tax) amounts to NIS 2.6 billion (in 2022 - the Company recorded losses from property revaluations, in which the Company's share (after tax) was NIS 0.8 billion). For additional information, see Section 2.3.3 of the Board of Directors' Report.
For a summary of the Group's main data for the years 2021-2023, see Section 1.6 of the Board of Directors' Report.
4 Not including cash.
5 For the definition of expanded solo, see Appendix A to the Board of Directors' Report.
Description of the Corporation's Business | 6
2.3 Changes in the volume of activity in the renewable energies segment and its profitability
The following are the Company's investments in Energix Renewable Energies Ltd. in the past three years:
Energix Renewable Energies Ltd. | |
Date (year): | Investment amount (in NIS millions): |
2021 | - |
2022 | 204 |
2023 | - |
In the years 2021-2023, Energix strengthened and expanded its activities and increased its portfolio of projects in all three of its activity locations - Israel, Poland and the United States. For information regarding Energix's business development in 2023, see Chapter E below.
3. Investments in the Corporation's Capital and Transactions in its Shares
Regarding investments in the corporation's capital made over the past two years, see Note 16b to the financial statements.
4. Distribution of Dividends
The Company's policy is for its shareholders to share in the Company's profits through the distribution of dividends each year on an ongoing basis, as long as the dividend distribution does not adversely affect the Company's debt service ability, taking into account the Group's future investment plans as they will be from time to time and subject to any law.
For additional information regarding the Company's dividend policy, for details regarding the amounts of dividends distributed by the Company in the reporting periods and for the balance of the distributable profits as of December 31, 2023 - see Note 16d to the financial statements.
5. Financial Information regarding the Company's Areas of Activity
The Company's expanded solo statements are a summary of the Company's statements presented in accordance with IFRS principles, except for the investments in Amot, Energix and BE, which are presented on an equity basis instead of consolidating their statements into the Company's statements (other investments are presented without change to the statement presented according to IFRS principles). For financial information regarding the Company's areas of activity, see Note 21 to the financial statements. Expanded solo statements do not constitute separate statements within the meaning of International Accounting Standard 27 and Regulation 9C of the Securities Regulations (Periodic and Immediate Reports), 1970 and are not part of the information required to be published under securities law..
Description of the Corporation's Business | 7
5.1 Information regarding the Company's main investments (expanded solo) in the income-generating property segment by geographic distribution (*)
31.12.2023 | 31.12.2022 | |||
NIS thousands | % | NIS thousands | % | |
Israel - investment in Amot | 4,506,094 | 48 | 4,698,814 | 40 |
UK - Brockton Everlast | 2,656,530 | 28 | 3,169,275 | 27 |
USA - Investment in Carr | 1,568,555 | 17 | 2,844,673 | 25 |
USA - Investment in AH Boston | 525,811 | 5 | 756,482 | 7 |
UK - Investment in Brockton Funds | 165,382 | 2 | 157,639 | 1 |
Other | 9,932 | - | - | - |
Total * | 9,432,304 | 100 | 11,626,883 | 100 |
5.2 Information regarding the Group's main investments in the income-generating property segment by geographic distribution (*)
31.12.2023 | 31.12.2022 | |||
NIS thousands | % | NIS thousands | % | |
Israel - Investment property (including property in | ||||
development) * | 19,363,069 | 72 | 18,666,208 | 67 |
UK - Investment property in Brockton Everlast * | 4,980,037 | 19 | 5,562,252 | 20 |
USA - Investment in Carr | 1,568,555 | 6 | 2,844,673 | 10 |
USA - Investment in AH Boston | 525,811 | 2 | 756,482 | 3 |
UK - Investment in Brockton Funds | 222,219 | 1 | 216,233 | 1 |
Other | - | - | - | - |
Total ** | 26,659,691 | 100 | 28,045,848 | 100 |
- The balances presented above do not include cash, deposits and tradable securities, which, as of December 31, 2022, amounted to NIS 2.9 billion (consolidated) and NIS 1.0 billion (expanded solo), and as of December 31, 2022, they amounted to NIS 2.3 billion (consolidated) and NIS 409 million (expanded solo).
(**) Including investment in real estate companies held by Amot and/or by BE and which are presented in the consolidated financial statements using the equity method.
5.3 Information regarding investments in the renewable energies segment
Energix engages, by itself and through subsidiaries and partnerships under its full control or under joint control, in the initiation, development, financing, construction, management and operation of facilities for the generation and storage of electricity from renewable energy sources and in the sale of electricity generated in these facilities, with the intention of holding them for the long term. As of the date of the report, Energix has operations in Israel, Poland and the United States.
As part of Energix's total activity in Israel, the United States and Poland, the total capacity of its systems amounts to approx. 1,279 MW in commercially operated projects, approx. 533 MW in projects in development or pre-construction, approx. 473 MW in projects in
advanced initiation stages, approx. 6.3 GW in projects in the initiation stage,6 approx. 318 MWh in storage projects in the development stage and pre-construction, approx. 136 MWh in storage projects in advanced initiation stages and approx. 7 GWh in storage projects in the initiation stage. As of the reporting date, Energix owns facilities connected to the electricity grid and systems under construction and development at a depreciated cost of NIS 7.6 billion - for details, see Chapter E below.
The balance of the Company's investment (expanded solo) in Energix as of December 31, 2023 is NIS 1,151 million.
The following is information regarding the Group's main investments in the renewable energies segment:
- Commercially operated projects are projects whose construction has been completed and the electricity produced in them is fed into the relevant electricity grid; projects in development or pre-construction are the Energix's projects that are in the construction process or that the actual start of construction is expected in the near future; projects in advanced initiation stages are Energix's backlog of projects that the Energix estimates can be financially closed or ready for construction within the next 12 months or initiative projects that have won a guaranteed tariff; initiation projects are the backlog of the Energix's projects at various stages of development which may mature into development projects, for which the Energix has an interest in the land and it is working to obtain the permits and approvals required for their construction; project backlog for includes projects in commercial operation, projects whose construction and/or connection to the grid has been partially completed, projects in development and just prior to construction and advanced initiative projects.
Description of the Corporation's Business | 8
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Alony-Hetz Properties & Investments Ltd. published this content on 02 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 June 2024 10:27:05 UTC.