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NOTE 41. CONTINGENT RIGHTS AND LIABILITIES
•
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 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 furthermore granted a mortgage and a mortgage
mandate on the site. 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.
•
As part of the assignment of receivables of rents or long lease fees
relating to current agreements with the Buildings Agency (Belgian
Federal State) or the European Commission on the Egmont I,
Egmont II, Maire 19 and Colonel Bourg 124 and Belliard I-II buildings
as well as the current lease with the City of Antwerp on the fire
station, the shares of Bolivar Properties SA/NV have been pledged
in favour of a bank under 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 leases signed with the Buildings Agency (Belgian
Federal State) relating to, among other properties, the courthouse
of Antwerp and 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 purchase option to the HEKLA Police Zone
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 agreed to several preferential rights for certain
companies, at market value, concerning its real estate portfolio in
Germany.
•
Cofinimmo granted a preferential right to a long lease, at market
value, on the residual property rights of an office building in
Brussels.
•
Cofinimmo has undertaken and benefits on behalf of its subsidiary
Pubstone of a pre-emptive right on future developments to be
executed in partnership with AB InBev.
•
Cofinimmo (and Pubstone Group) has undertaken and has
preferential rights on the Pubstone SA/NV and Pubstone Group
shares, and InBev Belgium has a right of purchase on the Pubstone
SA/NV and Pubstone Group shares.
•
Conversely, Leopold Square and InBev Belgium have preferential
rights on the Pubstone Properties shares.
•
Cofinimmo has an option to purchase shares of companies holding
real estate in Germany.
•
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 granted various guarantees in connection with
the disposal of shares of a company that it held and received
guarantees from the buyers for the solidarity commitments that it
had made with the sold company.
•
Cofinimmo has granted various guarantees in connection with
disposals of shares of companies that it held.
•
Cofinimmo has granted a sale option to the shareholders of Aspria
Roosevelt SA/NV relating to the sale of 100% of the shares of this
company which holds the Solvay Sport site in Brussels intended for
the construction of a new sports and leisure club to be operated by
the Aspria Group.
•
With regard to the purchase of 13 healthcare buildings in the
Netherlands, Superstone agreed with the seller on a right of sale
for Superstone and a right of purchase for the seller concerning
a building located in Utrecht. Under the same deal, two of the
13 buildings will only be acquired by Superstone after certain
conditions precedent have been met.
•
As part of a long lease agreement concerning a parking structure in
Breda, Superstone, the long lease holder, agreed with Amphia, the
bare owner, to a right of first offer for the assignment of the long
lease right and a right of purchase under certain conditions.
•
Superstone granted an option of purchase to the seller concerning
a building in Almere and concerning a building in Voorschoten at the
end of the lease contract with the tenant.
•
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.
•
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.
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