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NOTE 41. CONTINGENT RIGHTS AND LIABILITIES
•
Cofinimmo has undertaken to acquire the extensions or
constructions of new nursing homes realised by Armonea SA/
NV (as long leaseholder or as contracting partner) on the plots
of land that Cofinimmo acquired through 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 call option. The exercise of this
option is subject to the fulfilment 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 granted
a mortgage and a mortgage mandate on the plot of land.
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.
•
With regard to the assignment of the receivables of the leases
or usufruct agreements with the Buildings Agency (Belgian
Federal State) or the European Commission for the buildings
Belliard I & II, Colonel/Kolonel Bourg 124, Egmont I, Egmont II, and
Maire 19, as well as the assignment of the receivables of the
lease with the City of Antwerp for the fire station, the shares
of Belliard 1 & 2 Properties SA/NV and Egmont Properties SA/
NV have been pledged in favour of a bank, subject to certain
conditions. These companies merged with the company Bolivar
Properties during the year and the shares of Bolivar Properties
were pledged in favour of the said bank.
•
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 within the
context 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 a 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 call
options at market value to the long leaseholder 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 undertaken and benefits in the name of its
subsidiary Pubstone from a preferential right on the future
developments to be executed in partnership with InBev
Belgium. Cofinimmo (and Pubstone Group) has undertaken and
benefits from preferential rights on the shares of Pubstone SA/
NV and Pubstone Group and InBev Belgium benefits from a call
option on the shares of Pubstone SA/NV and Pubstone Group.
•
Cofinimmo has a pre-emptive right on a project to be executed
in partnership with a nursing home operator in Belgium.
•
There is a pending litigation on a property asset in France. As it
is immaterial, no provision was made at the end of 2014.
•
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 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.
•
Cofinimmo has undergone various commitments in the context
of the sale of the shares of a company it held and received
guarantees from the buyers for the solidarity commitments
which it had with the sold company.
•
Cofinimmo benefits from a commitment to acquire the plot of
land on which a third party has built apartments.
•
Cofinimmo conceded a call option to the shareholders of Aspria
Roosevelt SA/NV relating to the sale of 100% of the shares of
the company. Aspria Roosevelt SA/NV owns the Solvay Sports
site in Brussels. A new sports and leisure club, operated by the
Aspria Group, will be built on this site.
•
In the context of the purchase of 13 healthcare assets in
the Netherlands, Superstone and the seller agreed on a put
option for Superstone and a call option for the seller relating
to a building located in Utrecht. In the context of this same
transaction, five of the 13 buildings will be acquired by
Superstone once certain conditions precedent are fulfilled.
•
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.
•
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 MCB-holders in
the latter case.
•
Cofinimmo has undergone various commitments to not
undertake certain actions (negative pledge) at the expiry of
various financing contracts.