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Notes to the Consolidated Accounts
\ Annual Accounts
NOTE 40.
CONTINGENT RIGHTS AND LIABILITIES
1. Acquisitions/Disposals
•
Cofinimmo has undertaken to acquire the extensions or
constructions of new nursing homes realised by Armonea SA/NV
(as long lease holder or as contracting partner) on the plots of land
Cofinimmo acquired by the transaction with the Group Van Den
Brande (now Armonea).
•
Cofinimmo has signed call and put options relating to the
freehold of a plot of land located in Gentbrugge intended for the
construction of a nursing home which will be operated by Foyer de
la Femme ASBL/VZW.
•
The shares of the company Belliard III-IV Properties SA/NV held by
Cofinimmo are subject to a purchase option. The exercise of this
option is subject to the fulfillment of certain specific conditions.
•
With regard to the assignment of the receivables of the lease
with the Buildings Agency (Belgian Federal State) for the Antwerp
Courthouse, the balance of the receivables not assigned has been
pledged in favour of a bank, subject to certain conditions. Cofinimmo
has furthermore undertaken to grant a mortgage and a mortgage
mandate on the site.
•
With regard to the assignment of the receivables of the leases with
the Buildings Agency (Belgian Federal State) for the North Galaxy,
Egmont I, Egmont II, Maire 19 and Colonel Bourg 124 buildings, as
well as the assignment of the receivables of the lease with the
City of Antwerp on the fire station, the shares of Galaxy Properties
SA/NV, Egmont Properties SA/NV, Belliard 1 & 2 Properties SA/
NV and a SPV to be set up have been pledged in favour of a bank,
subject to certain conditions, as well as a deposit of €1.0 million
for maintenance and insurance costs payable by the owner in
the case of the North Galaxy building. Cofinimmo has furthermore
obtained the issue of guarantees in favour of the bank which can be
exercised, subject to certain conditions.
•
In the context of other assignments of lease receivables, Cofinimmo
has taken various commitments and granted certain guarantees,
namely with regard to the assignment of the receivables of the
prison in Leuze after the execution of the works.
•
With regard to the lease signed with the Buildings Agency (Belgian
Federal State) for the police station of Dendermonde, a purchase
option has been granted in favour of the Agency, which, at the end
of the lease, can leave the premises, extend the contract or buy the
building.
•
Cofinimmo has granted a rental income guarantee on the occasion
of the disposal of part of its portfolio located in the Brussels
periphery and in Wavre.
•
Cofinimmo has granted a purchase option to the HEKLA Police in
Antwerp on the property granted under long lease to this entity, to be
taken up on the expiry of the long lease.
•
Cofinimmo has agreed to several preferential rights and/or purchase
options to the long-lease holder, at market value, on a part of its
nursing homes and clinics portfolio.
•
Cofinimmo has undertaken and benefits on behalf of its subsidiary
Silverstone of a pre-emptive right on future developments to be
executed in partnership with a nursing home operator.
•
Cofinimmo has a pre-emptive right on a project to be executed in
partnership with a nursing home operator in Belgium.
•
Within the context of the signing of a partnership with ORPEA,
Cofinimmo will set up joint ventures with ORPEA, which purpose will
be the acquisition, holding and letting of property assets operated
by ORPEA in France.
•
Within the context of the award of a public contract relating to the
construction and maintenance of a new prison in Leuze-en-Hainaut,
Cofinimmo will take over the remaining shares of the company FPR
Leuze, institutional Sicafi/Bevak constituted on this occasion, of
which it currently holds 50%, on the issue of the Property Availability
Certificate by the Buildings Agency (Belgian Federal State).
•
Within the context of calls for tenders, Cofinimmo regularly issues
commitments to obtain bank guarantees.
•
As a general rule, Cofinimmo benefits from liability guarantees issued
by the sellers of shares in real estate companies it has acquired.
2. Miscellaneous
•
With regard to its lease agreements, Cofinimmo receives a rental
guarantee (in cash or as a bank guarantee) of an amount generally
representing six months of rent.
•
With regard to the transfer of the finance lease debt vis-à-vis
Justinvest Antwerpen SA/NV to an external trustee (JPA Properties
SPRL/BVBA administered by Intertrust Belgium) concerning the
construction cost of the Antwerp Courthouse, the liquidities
transferred to JPA have been pledged in favour of Cofinimmo SA/NV.
The benefit of the pledge has been transferred in favour of a bank,
subject to certain conditions.
•
Cofinimmo has a call option on the preference shares it issued
(Article 8 of the Articles of Association).
•
Cofinimmo has undertaken to find a buyer for the Notes maturing
in 2027 issued by Cofinimmo Lease Finance (see page 42 of the
2001 Annual Financial Report) in case a withholding tax would be
applicable to the interests on these Notes following a change in
the taxation laws affecting holders residing in Belgium or in the
Netherlands.
•
When requested to convert convertible bonds that it issued,
Cofinimmo will have the choice, subject to certain conditions,
between releasing new and/or existing shares or paying an amount
in cash, or a combination of both.
•
Cofinimmo will have the option to acquire in 2023, at their intrinsic
value, all the Mandatory Convertible Bonds issued by Cofinimur I,
either in cash or in exchange of ordinary Cofinimmo shares, subject
to approval by two thirds of the holders in the latter case.
•
Cofinimmo has undergone various commitments to not undertake
certain actions (negative pledge) at the expiry of various financing
contracts.