Belgian listed company investing in healthcare real estate

REIT

 

Definition


Aedifica is a limited liability company ("SA/NV") having opted for a public Regulated Real Estate Company (RREC) status.

A Regulated Real Estate Company (RREC) is:

  • set up in the form of a limited liability company (“SA/NV”) or limited partnership by shares (“SCA/CommVA”);
  • set up on the basis of the RREC legislation (Act of 12 May 2014 and Royal Decree of 13 July 2014);
  • quoted on the stock exchange, where at least 30 % of shares are traded on the market;
  • a company of which the sole purpose is:
    (a) to make immovable property available to users, directly or through a company in which it holds a participation in accordance with the provisions of the RREC legislation; and
    (b) within the limits set out in the RREC legislation, to possess real estate as specified in article 2,5°, vi to x of the Act;
    - The notion real estate is to be understood as "real estate" within the meaning of the RREC legislation;
    - In the context of making available immovable property, the company can carry out all activities relating to the construction, conversion, renovation, development, acquisition, disposal, administration and exploitation of immovable property.

RRECs are regulated by the Financial Services and Markets Authority (FSMA) and have to follow extremely strict rules governing conflicts of interest.

Until 17 October 2014, "REIT" or "Belgian REIT" referred to the status legally known in Belgium as "sicafi" (French) or "vastgoedbevak" (Dutch). As from 17 October 2014, "REIT", "Belgian REIT" or "RREC" refers to "société immobilière réglementée" (SIR, in French) or "gereglementeerde vastgoedvennootschap" (GVV, in Dutch), also translated as "regulated real estate company" (RREC).

 

Particular regulations


Real estate property

A public RREC may invest a maximum of 20 % of its consolidated assets in real estate properties which form a single real estate complex. The FSMA can give an exemption under certain circumstances.


Accounting

European legislation specifies that RRECs, along with all listed companies, must prepare their consolidated annual accounts in accordance with the IAS/IFRS international standards. Given that investment properties constitute their main assets, RRECs must pay particular attention to appraising the fair value of their properties, i.e., in technical terms, to applying IAS 40. This is also applied to the statutory accounts, also prepared under IFRS. In addition, IAS 39 (valuation of financial instruments) is likely to generate significant movements from one year to another in the income statement or balance sheet (statutory and consolidated) of RRECs.

 
Valuation

The real estate properties are assessed at their fair value on a quarterly basis by independent experts and recorded in the balance sheet at this value. Depreciation is not recognised on investment properties.

 
Profit or loss

As return on capital, the Company is required to distribute a sum corresponding to at least the positive difference between the following amounts:

  • 80 % of an amount ("corrected profit") determined in the form shown in Chapter III of Annex C of the Royal Decree of 13 July 2014;
  • and the net decrease, in the debt of the public RREC during the financial year.


Debt

The debt-to-assets ratio of the public RREC and its subsidiaries, and the statutory debt-to-assets ratio of public RRECs, may not exceed 65 % (other than by the change in the fair value of assets) of total consolidated or statutory assets, after deduction of authorised hedging instruments. When exceeding the threshold of 50 %, a financial plan with an implementation schedule must be elaborated, describing the measures taken to prevent the consolidated debt-to-assets ratio exceeding the threshold of 65 %.

 
Financing

A RREC may not provide financing, except to its subsidiaries.


Fiscal status

A RREC is not subject to corporate tax (except on non-recoverable expenses and abnormal or benevolent benefits), provided that at least 80% of corrected profit is distributed in the form of dividends.

Companies applying for approved RREC status, or which have been absorbed by a RREC, are subject to a reduced rate of taxation on unrealised gains and on tax-exempt reserves which currently stands at 16.995% (i.e. 16.5% plus the crisis tax uplift of 3%), referred to as the exit tax (i.e. the rate of corporate tax which has to be paid in order to leave the common law system).

As from 1 January 2017, the withholding tax on dividends distributed by Aedifica will amount to 15%.

Pursuant to Articles 89, 90 and 91 of the Act of 18 December 2016 which came into effect as from 1 January 2017, RRECs benefit from a reduced withholding tax rate of 15% (instead of 30%), provided that at least 60% of the Company’s real estate portfolio is (directly or indirectly) invested in real estate properties which are situated in a member state of the European Economic Area and which are exclusively or primarily destined for care and housing units suited for healthcare. Aedifica's shareholders will benefit from this reduced rate as from 1 January 2017, as more than 60% of the Company's portfolio is invested in senior housing; this segment comprises "real estate destined for care and housing units suited or healthcare", as described in the Belgian Minister of Finance's press release on this subject which was published on 10 June 2016.


Belgian RRECs (SIR/GVV) are investment instruments which can be compared to the Dutch FBI (Fiscale BeleggingsInstellingen), the French SIIC (Société d’Investissement Cotée en Immobilier) and the REIT (Real Estate Investment Trust) which exist in a number of countries, including the United States.