EMBARGO UNTIL 31.01.2012 - 5:40 PM
Establishment of an institutional sicafi as a co-investment with Senior Assist
Brussels, 31.01.2012, 5:40 PM CET
Cofinimmo, the foremost Belgian listed public real estate
investment company with fixed capital, specialising in rental
property in particular in the healthcare sector in Belgium
and France, and Senior Assist, the reference operator in the
healthcare sector in Belgium, have just concluded a
co-investment agreement relating to a portfolio of nursing
homes run by Senior Assist with a total value of nearly € 150
million, of which € 80 million correspond to properties
already owned today by Cofinimmo, € 24 million are new
properties in operation and € 46 million relate to
development projects.
* * *
The company Maison Saint-Ignace, owner of the nursing home of
the same name, of which Cofinimmo already held all the
shares, has been registered as an institutional SICAFI since
13.12.20111 and was renamed Silverstone SA on
31.01.2012.
On 31.01.2012, through the contributions in kind made by
Cofinimmo, Silverstone has become the owner of buildings Nos
2 to 9 below. It has also acquired from Cofinimmo all the
shares of Hemera SA, owner of building No 10. The fair value
of all these 10 properties comes to € 79.5 million, based on
a valuation dated 30.09.2011. The initial rental yield is
6.66% in double net equivalent.2
1 Subject to compliance with the conditions set out in the SILVERSTONE registration decision which will be satisfied on 31.01.2012.
2 To allow comparison with the yields from office buildings for which the maintenance costs are payable by the owner ('double n et'
lease), the yields relating to nursing homes for which maintenance is payable by the tenant are recalculated as 'double net equivalent'.
EMBARGO UNTIL 31.01.2012 - 5:40 PM
Name of institution | Location | Beds | Owner | |
1. | MAISON SAINT-IGNACE | Laeken | 146 | Silverstone |
2. | BELLEVUE | Forest | 153 | " |
3. | HOF TER DENNEN | Vosselaar | 65 | " |
4. | LES JOURS HEUREUX | Lodelinsart | 92 | " |
5. | PARC | Nivelles | 113 | " |
6. | BORSBEEKHOF | Borgerhout | 118 | " |
7. | COLVERT | Ottignies | 73 | " |
8. | SITELLES | Chastre | 58 | " |
9. | CHARMILLES | Sambreville | 62 | " |
10. | DE NIEUWE SEIGNEURIE | Rumbeke | 75 | Hemera |
TOTAL | 955 |
On 31.01.2012, Silverstone also acquired 90% from Cofinimmo (share transfer) and 10% from Senior Assist (contributions in kind) of the capital of the three companies owning buildings Nos 11, 12 and 13 below. Through partial divisions of companies belonging to the Senior Assist group, it also received buildings Nos 14, 15 and 16 as a contribution in kind. Buildings Nos 11 to 16 were valued at € 23.7 million in fair value at 30.09.2011 and their initial rental yield is 7.04% in double net equivalent.
Name of institution | Location | Beds | Owner | |
11. | GRAND CERF | Spa | 68 | Vert Buisson |
12. | CHATEAU DES MOINES | Bouillon | 55 | Saint-Charles Château des Moines |
13. | CHENOY | Ottignies | 115 | Gerigroep |
14. | DE FAKKEL, KAREN, VILLA VITAE, DE LAEK | Paal/Koersel | 136 | Silverstone |
15. | FARNIENTANE | Fexhe-Slins | 66 | " |
16. | CLAIRE DE VIE | Liège | 74 | " |
TOTAL | 514 |
All the above-mentioned buildings are already in use and have
been rented to Senior Assist on long leases with an initial
fixed term of 27 years.
In addition, by partial division of companies of the Senior
Assist group, Silverstone acquired two buildings (Nos 17 and
18) on 31.01.2012, which it has undertaken to renovate and
extend. It has also purchased for cash all the shares in the
companies owning the Solva and De Mouterij sites on which it
has undertaken to construct two buildings, Nos 19 and 20. The
fair value of these 4 properties is € 10.8 million at
30.09.2011.1
Name of institution | Location | Beds | Owner | |
17. | BRISE D'AUTOMNE - renovation and extension | Ransart | 132 | Silverstone |
18. | 7 VOYES - renovation and extension | Vedrin | 85 | Silverstone |
19. | SOLVA - new institution | Aalst | 114 | Gerigroep |
20. | DE MOUTERIJ - new institution | Aalst | 127 | DWC De Mouterij |
TOTAL | 458 |
1 However, property No 18 has been valued at 31.12.2011 to take account of the works carried out in the 4th quarter of 2011.
2/7
EMBARGO UNTIL 31.01.2012 - 5:40 PM
These buildings for renovation and construction are the
subject of long leases, the fixed term of which will be 27
years from the acceptance of the works. It is also planned
that Silverstone will carry out works there, estimated at €
28.9 million. The initial rent will be increased on
acceptance of the works so that it generates an average
initial yield for Silverstone of 6.50% in double net
equivalent.
Finally, Silverstone and Senior Assist have agreed that the
former will subsequently acquire from Senior
Assist, for € 7.2 million, the building Les Récollets as soon
as it has been extended and renovated:
Name of institution | Location | Beds | Future owner | |
21. | Les Récollets - renovation and extension | Buvrinnes | 90 | Silverstone |
This building will also be let to Senior Assist on a long
lease with an initial fixed term of 27 years, at a rent
allowing an initial yield in double net equivalent of 6.67%
to be generated.
* * *
Following the purchase after works of building No 21 'Les
Récollets', the fair value of Silverstone's consolidated
portfolio, estimated as at 30.09.2011 but increased by the
estimated cost of the works to be carried out, should reach €
150.1 million. Silverstone's consolidated debt is expected to
amount to approximately 35 to 40% of this fair value of the
portfolio, all other things being equal.
Cofinimmo and Senior Assist are the sole shareholders of
Silverstone, with holdings of 95.0% and 5.0% respectively.
The two Silverstone shareholders' rights in the company are
identical and strictly proportional to their participation in
the capital (subject to certain clauses relating to the
transferability of the shares, the right to designate members
of the Board of Directors and certain majority rules). After
the operations carried out on 31.01.2012, Silverstone itself
holds 100% of the capital of its own subsidiaries (Hemera,
Vert Buisson, Gerigroep, Saint-Charles Château des Moines and
DWC De Mouterij), some of which will be absorbed by
Silverstone in the coming months in the interests of
simplification.
Silverstone will benefit from a right allowing it to make a
priority offer for any additionalfuture project developed by
Senior Assist.
The company Silverstone and its subsidiaries will be fully
consolidated in the consolidated financial statements of
Cofinimmo.
* * * Concerning Senior Assist
Senior Assist is a private group operating in the sector of
the accommodation and assistance of dependent elderly people.
It currently runs 33 nursing homes, service flats and day
centres in Belgium, with total capacity for 2 500 residents.
In addition to this network, Senior Assist has also developed
a network of home care. The group was set up in 2006 and has
grown rapidly, in particular by taking over existing nursing
homes which it has renovated or extended. It currently has a
workforce of 1 500 employees. Cofinimmo has been assisting it
since 2008 by purchasing properties from it and developing
certain projects according to its specifications. The group
is owned by private shareholders. Its Chairman, Mr Bart
Vandeschrick, will be a director of Silverstone, alongside
three directors representing Cofinimmo.
3/7
EMBARGO UNTIL 31.01.2012 - 5:40 PM
* * *
Since Senior Assist has been linked via a participating
interest with three subsidiaries of Cofinimmo since
29.06.2011, the provisions of Articles 18 § 1 and 31 § 2 of
the Royal Decree of 10.12.2010, on the prevention of
conflicts of interest and on intervention of an independent
valuer to establish fair value of properties, have been
applied. The information required under Article 18 § 2,
paragraph 4, of this Decree, is appended to this press
release.
* * *
Cofinimmo and Senior Assist welcome the establishment of the
company Silverstone, which enables Senior Assist to
consolidate and to accelerate its future developments in
Belgium and Cofinimmo to continue its growth in the
healthcare property sector in Belgium.
* * *
4/7
EMBARGO UNTIL 31.01.2012 - 5:40 PM
Annex
Communication made on 27.01.2012 to the FSMA pursuant to Article 18 of the Royal Decree of 07.12.2010 on Sicafis
Pursuant to Article 18 of the Royal Decree of 07.12.2010 on
Sicafis (the 'Sicafi Decree'), COFINIMMO SA hereby wishes to
inform the Financial Services and Markets Authority ('FSMA')
of the fact that Silverstone SA (currently Maison
Saint-Ignace, the change of company name of which will take
place on
31.01.2012), subsidiary of COFINIMMO SA and registered as
institutional Sicafi subject to compliance with certain
conditions laid down in the Sicafi legislation,1
is planning to carry out the following transactions with
COFINIMMO SA, COFINIMMO SERVICES SA, SENIOR ASSIST SA and
some of the latter's subsidiaries:
1. COFINIMMO SA will make a contribution in kind to the
capital of SILVERSTONE SA of eight of its properties used as
nursing homes (and/or nursing and care homes) let on a long
lease to the operating companies concerned belonging to the
SENIOR ASSIST SA group. The conditions of this contribution
and the interest for SILVERSTONE SA are detailed in the
report drawn up by the company's Board of Directors by
application of Article 602 of the Company Code.
2. SENIOR ASSIST SA will make a contribution in kind to the
capital of SILVERSTONE SA of its participating interest (i.e.
10%) in the companies Saint-Charles Château des Moines SA,
Vert Buisson SA and Gerigroep NV, 90% of which is already
owned by COFINIMMO SA. The conditions of this contribution
and the interest for SILVERSTONE SA are detailed in the
report drawn up by the company's Board of Directors by
application of Article 602 of the Company Code.
3. The companies MANOIR DE LA QUIETUDE SPRL, GERISART SA,
CLAIRE DE VIE SPRL, RESIDENTIE DE LAEK NV and RESIDENTIE
KAREN BVBA (which will be fully owned by SENIOR ASSIST SA
on
31.01.2012) will be divided and their real estate assets
transferred to SILVERSTONE SA. The
conditions of these contributions and the interest for
SILVERSTONE SA are detailed in the reports drawn up by the
company's Board of Directors by application of Articles 602
and 730 of the Company Code. The goods contributed to
SILVERSTONE SA in the context of the partial divisions of the
above-mentioned companies are also detailed in the division
plans dated 2 November 2011 and filed with the registries of
the competent commercial courts. A division plan of
02.11.2011 had also been prepared and filed with the
registries of the competent commercial courts by RESIDENCE
LES RECOLLETS SA and by SILVERSTONE SA, but for reasons
specific to SENIOR ASSIST, it was decided that the partial
division by RESIDENCE LES RECOLLETS SA would be undertaken at
a later stage.
4. SENIOR ASSIST SA will sell to COFINIMMO SA the SILVERSTONE
SA shares issued in its favour, subject to SENIOR ASSIST SA
retaining a participating interest in SILVERSTONE SA of
5%.
5. SILVERSTONE SA will let on a long lease to the operating
subsidiaries concerned of the SENIOR
ASSIST group, the properties it acquires as a result of the
partial division of the five companies of that group.
6. SILVERSTONE SA will conclude with COFINIMMO SERVICES SA a
contract for the provision of services relating to the
financial, administrative, accounting, legal and IT services
and for the property management of the company, so that its
operational management is carried out by COFINIMMO SERVICES
SA in accordance with Article 11 of the Royal Decree of
07.12.2010 and the applicable provisions of the Law on
Undertakings for Collective Investment of 20.07.2004.
7. COFINIMMO SA will sell on 31.01.2012, after transactions 1
t 3, to SILVERSTONE SA the participating interests (90% and
100% respectively) consisting of the shares it holds in five
property companies, the assets of which are let on a long
lease to the operational subsidiaries concerned of the SENIOR
ASSIST SA group.
1 These conditions will be met on 31.01.2012.
5/7
EMBARGO UNTIL 31.01.2012 - 5:40 PM
Transactions 1 to 7 referred to above will be carried out on
31.01.2012, following the approval by the FSMA of the change
in the Articles of Association of SILVERSTONE SA, which has
become necessary on account of the capital increases
associated with transactions 1 to 3. Prior to these
transactions, Silverstone will proceed to adopt its new
Articles of Association to reflect its status of
institutional sicafi.
It should be stressed that that acquisition of the properties
by SILVERSTONE SA (referred to in transactions 1 and 3) will
be undertaken on the basis of a valuation of the properties
concerned at 'fair value' at 30.09.2011, as determined by DTZ
Winssinger & Associates, a property valuer designated by
COFINIMMO SA (with the exception of one of the properties
acquired under the partial division of MANOIR DE LA QUIETUDE,
which will be undertaken on the basis of a valuation by the
surveyor in fair value at 31 December 2011 rather than at
30.09.2011 in order to reflect the increase in value of the
property following the works carried out at this property
between 30.09.2011 and 31.12.2011).
This fair value is shown in the special reports prepared by
the board of directors of SILVERSTONE SA. The partial
division plans prepared by the administrative bodies of
SILVERSTONE SA and of the companies concerned and filed with
the registries of the competent commercial courts had been
drawn up with due regard for the values fixed by agreement
between the parties in a framework agreement signed on
29.06.2011, i.e. at a time when SENIOR ASSIST SA, controlling
shareholder of the companies to be divided, held no
participation in either COFINIMMO SA or SILVERSTONE SA, or in
any company linked to COFINIMMO SA or SILVERSTONE SA. The
administrative bodies of the companies concerned consequently
had not considered having to take account of the requirements
of the sicafi legislation under which the transfer value may
not exceed the fair value of the properties. Since then, and
until
31.01.2012, SENIOR ASSIST SA has held 10% and COFINIMMO SA
90% of the capital of the companies Saint-Charles Château des
Moines SA, Vert Buisson SA and Gerigroep NV. The
administrative bodies of SILVERSTONE SA and the companies
concerned agreed, in accordance with the conditions set out
in the decision to register SILVERSTONE SA as an
institutional Sicafi, to establish all the reference values
of the planned transactions, including the partial divisions
which are the subject of this report, at fair value as
determined by the valuer.
The purchase price of the shares of the companies acquired by
SILVERSTONE SA under transactions 2 and 7 will be calculated
on the basis of the net asset value of the companies
concerned (always determined on the basis of a fair value
valuation of the property assets), minus the exit tax and
determined on 30.09.2011.
In return for the contributions made under transactions 1 to
3, the SILVERSTONE shares will be issued at a price equal to
the net asset value of SILVERSTONE SA, as calculated on
30.09.2011 (i.e. less than 4 months prior to the capital
increase). Part of these SILVERSTONE SA shares will then be
sold by SENIOR ASSIST SA to COFINIMMO SA under transaction 4,
at the same price as the issue price, which corresponds to
their fair value.
The terms and conditions of the long leases referred to in
point 5 have been agreed at normal market conditions.
All the transactions planned and their financing will be
carried out at normal market conditions and are of obvious
interest to COFINIMMO SA and SILVERSTONE SA. They consist
inthe implementation of a contract relating to the transfer
of ownership of properties and the investment in SILVERSTONE
SA concluded between COFINIMMO SA and companies of the SENIOR
ASSIST SA group on 29.06.2011.
6/7
EMBARGO UNTIL 31.01.2012 - 5:40 PM
In addition, these transactions obviously form part of the
investment policy of SILVERSTONE SA. In fact, the object and
investment policy of SILVERSTONE SA consist of collective
investment in properties as defined in the sicafi
legislation, in particular in Article 2 of the Royal Decree
of 07.12.2010 adopted under the Law of 20.07.2004, anywhere
within the limits of the European Union: i.e. mainly in
properties in the healthcare sector in Belgium and Europe
which constitute 'immovable properties' within the meaning of
the sicafi legislation (as defined in Articles 34, §1 of the
Sicafi Decree).
Finally, these immovable properties form part of COFINIMMO
SA's investment policy, since they are
immovable properties intended for the accommodation of
persons.
This operation as a whole enables COFINIMMO SA, through its
participating interest of 95% in the capital of SILVERSTONE
SA, to add nursing homes in operation and several pre-let
projects to its portfolio. In view of the initial yield
conditions and the length of the leases, these operations as
a whole are definitely of indirect interest for COFINIMMO
SA's shareholders.
For more information:
Valérie Kibieta Chloé DungelhoeffInvestor Relations Manager Corporate Communications Manager Tel.: +32 2 373 60 36 Tel.: +32 2 777 08 77 vkibieta@cofinimmo.be cdungelhoeff@cofinimmo.be
About Cofinimmo
Cofinimmo is the foremost listed Belgian real estate company specialising in rental property. The company
owns a property portfolio worth over €3 billion, representing a total area of 1,800,000m². Its main investment segments are office property and care homes. Cofinimmo is an independent company, which manages its properties in-house. It is listed on Euronext Brussels (BEL20) and benefits from the Belgian fiscal Sicafi regime and the French SIIC regime. At 30.09.2011, its total market capitalisation stood at €1.35 billion.
www.cofinimmo.com
7/7
distribué par | Ce noodl a été diffusé par Cofinimmo SA et initialement mise en ligne sur le site http://www.cofinimmo.be. La version originale est disponible ici. Ce noodl a été distribué par noodls dans son format d'origine et sans modification sur 2012-01-31 19:30:09 PM et restera accessible depuis ce lien permanent. Cette annonce est protégée par les règles du droit d'auteur et toute autre loi applicable, et son propriétaire est seul responsable de sa véracité et de son originalité. |
Documents associés | |
31.01.2012 Silverstone |