ANNUAL
REPORT
2021
Milan, Porta Nuova
ANNUAL REPORT 2021
Index
ANNUAL REPORT 2021
01
COMPANY
06
Letter from the CEO
10
Company profile
11
The REIT framework
12
Investment case
14
Strategy and business model
16
Overview of activities
19
The real estate portfolio
36
Active portfolio management
38
Italy: real estate sector
39
Milan: office market
04
SUSTAINABILITY
78
Market context
80
Stakeholders and materiality
84
Integrating sustainability into the business model
86
Sustainability of buildings
104
Human resources development
106
Inclusive and sustainable communities
108
EPRA Tables
112
GRI disclosure
116
Methodological note
119
Audit firm report
05
FINANCIAL REVIEW
124
CFO Report
131
Other company information
134
Director’s report
144
Consolidated financial statements
202
Separate financial statements
288
EPRA Performance Measures
304
Annexes
MANAGEMENT
44
Senior Management
46
Corporate structure
48
Management of activities
50
Investor Relations
02
GOVERNANCE
56
Introduction by the Chairman
58
Members of the Board of Directors
60
Governance
62
Investment Committee Report
64
Remuneration Committee Report
65
Remuneration Policy
67
Control & Risk and Related Parties Committee Report
70
How we manage risks
03
04
01
06
Letter from the CEO
10
Company profile
11
The REIT framework
12
Investment case
14
Strategy and business model
16
Overview of activities
19
The real estate portfolio
36
Active portfolio management
38
Italy: real estate sector
39
Milan: office market
Company
COIMA RES is a real estate investment trust
(REIT) which owns a portfolio mainly
consisting of office properties in Milan
SQUARE
METERS
146,000
642
VALUE OF THE REAL
ESTATE PORTFOLIO
million Euro
IN MILAN
92
OFFICES
88
%
%
Data on a pro-quota basis
ANNUAL REPORT 2021
05
01
COMPANY
06
LETTER
FROM THE CEO
Dear Shareholders, Investors, Tenants and Partners,
the year 2021 represent the sixth year of activity of COIMA RES and has
seen the management concentrated in the disciplined development of own
activities to the aim to obtain also this year results in line with the forecast.
In particular, we have continued to pursue our strategy consistently,
carrying to completion the disposal of mature assets and beginning the
construction site of the first of three plans of repositioning already in portfolio that will see us
engaged in the process of valorization in the course of the next three years.
In addition, we have finalized an agreement for the acquisition of an office complex in Via Pirelli,
32 in the district of Porta Nuova adjacent to the operation of urban regeneration Porta Nuova
Gioia and the building of Via Gioia, 22 selected by the jury of the Mipim Awards among the best
tertiary buildings in the world.
Despite the continuing complex health and macroeconomic environment created by the
COVID-19 pandemic, COIMA RES reported positive operating and financial results in 2021,
maintaining a prudential debt level (Net LTV of 30.5% on a consolidated basis), maintaining a
significant level of liquidity (equal to Euro 90.6 million on a consolidated basis) and confirming a
dividend per share in line with that of previous years (equal to Euro 0.30 per share).
During the year, we continued with our asset management actions to offer our shareholders
exposure to a quality real estate portfolio mainly consisting of directional real estate located in
Milan. Today, the office component of our portfolio is 88% and the component located in Milan
is 92%. In addition, in recent years we have consolidated our position in the Milan district of
Porta Nuova where at the moment it is located over 60% of the portfolio of COIMA RES being
able to benefit from the development program of the neighborhood managed by COIMA SGR
that includes the private public partnership in the management of the park and public spaces, the
development of the digital infrastructure and the launch of decarbonization plans aligned with
the parameters of the Paris Agreement on all buildings managed. The portfolio of conductors of
COIMA RES consists mainly of multinational companies of medium-large size and reputational
standing, this feature has allowed us to collect substantially all the rents this year.
ANNUAL REPORT 2021
07
The cornerstone of our strategy is sustainability, a factor that allows us to position our offer better
than the characteristics of demand by the conductors, reduce the risk profile of COIMA RES
and minimize the long-term environmental impact of our buildings. All new projects have targets
of substantial contribution to climate change mitigation according to the European taxonomy
framework for eco-sustainable economic activities (EU 2020/852) for the construction of new
buildings.
About 66% of our portfolio of office buildings consists of newly built or recently renovated
buildings certified according to the LEED protocol. A further 26% is composed of properties that
will be updated and renovated in the coming years in order to improve their energy performance
and maximize their attractiveness for conductors.
In line with its strategy and as previously mentioned, COIMA RES has decided to acquire an
office complex in Via Pirelli, 32, Milan. The closing of the transaction is expected by the end of
Q1 2022. The acquisition will be financed mainly with the resources coming from the disposal
of Sarca, finalized in August 2021 to a premium pair to 36% regarding the purchase price. The
value created by the management with the sale of the property Sarca has allowed to invest in a
property in Porta Nuova that will benefit both the development of the neighborhood, which is
consolidating as the main urban campus post Covid with the expansion of the program of Porta
Nuova Gioia, both of the redevelopment plan that provides for the construction of a new building
for office use.
The project will promote environmental and social sustainability features such as:
•
LEED C&S certification in the design and construction phase
•
C&S WELL certification of the property
•
zero building “fossil fuel”
•
Renewable energy >65% of annual requirements
•
energy performance certificate “A” and “nzeb” classification
•
“Carbon value at Risk” of the property <0%
As part of our sustainability activities, we remind you that in 2020 COIMA started the process
to obtain the LEED for Communities and WELL Community certifications for the entire Porta
Nuova district in Milan, making it the first district redevelopment project in the world that aspires
to obtain this double certification. These two complementary certifications will analyze the
social, environmental and economic aspects of the development of Porta Nuova documenting
the commitment to the community in the creation of a district through the activation of public
spaces, the creation of an innovative and replicable urban economic model and the development
of tools for communicating with the community.
COIMA RES has also continued its path of improving transparency and dialogue with the
market, in particular by receiving for the fifth consecutive year the Gold Award from EPRA for
financial reporting and sustainability and by approving and publishing the engagement policy as
required by the new Corporate Governance Code. In addition, the website www.coimares.com
has improved, for the third consecutive year, its ranking in the Webranking research conducted
by Comprend and Lundquist that evaluates the transparency of corporate communication of
01
COMPANY
08
listed companies: today COIMA RES is positioned at n. 16 on a panorama of 122 Italian listed
companies participating in the research.
As for the offices of the future, we confirm what we already predicted last year that the forseeable
increase in the adoption of the practice of remote work in Italy and Milan will affect the tenants'
demand for office space both from a qualitative and quantitative point of view. The aggregate
demand for office spaces will decrease marginally, but at the same time tenants will be more
attentive to the quality of the spaces they lease: this will support the demand for office spaces
and properties with advanced features in respect to environmental sustainability and that put
people at the center, encouraging collaboration and creativity, acting as real productivity tools for
companies.
In particular, we confirm, also on the basis of the evidence of 2021 in terms of absorption of
office spaces, that the polarization between neighborhoods will consolidate and accelerate further,
and that qualified neighborhoods (i.e. districts highly connected to the public transport network,
equipped with availability of services, wellness options and the presence of quality public spaces,
and characterized by a good degree of diversification in terms of use) will continue to meet a
strong interest from office tenants.
In this perspective, we believe that Porta Nuova can be consolidated as an ideal model of the post
Covid city campus and the portfolio of COIMA RES as a complementary piece to a unique and
non-replicable urban mosaic.
The current economic and market context is not without challenges: COIMA RES is ready to
transform these challenges into opportunities with the aim of generating value for its tenants, for
its shareholders and in a broader sense for the communities of the areas in which we operate.
Best regards,
Manfredi Catella
Founder and Chief Executive Officer, COIMA RES
ANNUAL REPORT 2021
09
Milan, COIMA Headquarters
01
COMPANY
10
COMPANY
PROFILE
COIMA RES S.p.A. SIIQ (“
COIMA RES
”, or
the “
Company
”) is a Real Estate Investment Trust
(“
REIT
”). COIMA RES was founded in 2015
by Manfredi Catella, jointly with COIMA REM
S.r.l. (
COIMA REM
) and COIMA SGR S.p.A.
(“
COIMA SGR
”) and was subsequently listed on
the Mercato Telematico Azionario organized and
managed by Borsa Italiana in 2016.
COIMA RES currently owns a quality real estate
portfolio mainly concentrated in the office segment
in Milan.
COIMA RES is led by Manfredi Catella, as
Founder and CEO, and is managed by a team of six
professionals employed by the Company, including:
Fulvio Di Gilio (Chief Financial Officer), Yuri
D’Agostino (Investment Director), Giulia Salami
(Investor Relations Director), Emiliano Mancuso
(Planning & Control Senior Manager) and Carlotta
Ciuffardi (Finance & Control Manager).
Within the organizational structure there are also
some professionals who cover the areas of internal
audit, compliance and risk management. These
areas have been entrusted to leading consulting
companies specialized in the relevant areas of
expertise and devote a number equal to about 10
resources.
The COIMA RES Board of Directors is composed
of 9 members (6 of which
are
independent).
The Board is responsible for the ordinary and
extraordinary management of COIMA RES.
COIMA RES avails itself of the support of COIMA
SGR for investment and asset management activities,
under the responsibility of key managers Gabriele
Bonfiglioli (Head of Investments) and Matteo Ravà
(Head of Asset Management), and COIMA REM
for property, facility and development management
activities.
COIMA SGR provides the Company with other
ancillary support services such as HR, marketing
and secretarial services.
COIMA SGR and COIMA REM are companies
of COIMA Group, controlled by the Catella family.
COIMA SGR, created in 2007 as Hines Italia
SGR S.p.A. and renamed COIMA SGR in 2015
to correspond with the change of control that saw
the Catella family buying out the Hines group, is
today one of the main independent companies in
the management of real estate assets in Italy.
COIMA REM, active in the real estate market
since 1974, carries out property, facility and
development management activities, mainly on
projects promoted by COIMA SGR but also for
third party clients.
ANNUAL REPORT 2021
11
THE REIT
FRAMEWORK
The Real Estate Investment Trust (“
REIT
”)
framework was initially introduced and regulated
in Italy by the 2007 budget law. The framework
was subsequently integrated and modified in
November 2014.
The framework offers the possibility of adopting, in
the presence of certain requirements set by the law,
a taxation system in which the profit deriving from
the property leasing business and the profit from
the disposal of properties are exempt from taxation
(so-called “
exempt activity
”).
The main requirements and obligations of the
special tax regime guaranteed to REITs can be
summarized as follows:
In the course of 2021, there was a major change in the regulatory framework in question because the legislator reduced the
constraints to opt for the SIINQ (Unlisted Real Estate Investment Company) scheme, reducing the percentage of ownership,
95% to 50%, by a SIIQ in order to access the special tax regime. This new feature will make it possible to use the tool to
propose joint ventures more easily than the previous legislative formulation.
Subjective
requirements
•
Company incorporated in the form of a joint stock company
•
Residence in the territory of the Italian state
•
The shares are traded on regulated markets
Statutory
requirements
•
Investment rules
•
Limits on the concentration of risks on investments and counterparties
•
Maximum leverage limit, at individual and group level
Shareholding
structure
requirements
•
No shareholder must have more than 60% of the voting rights
•
Free float greater than 25%
Objective
requirements
•
The properties owned represent at least 80% of the total assets
•
Revenues from leasing of owned properties represent at least 80% of total revenues
Distribution
requirements
•
Requibuting at least 70% of the net profit (determined as per the separate accounts)
deriving from the leasing activity and from equity investments
•
Requirement of distributing, within 2 years following the realisation, of 50% of the
capital gains realised on disposal of properties and of investments in SIIQ, SIINQ and
qualified real estate funds
01
COMPANY
12
INVESTMENT CASE
FOCUSSED REAL
ESTATE PORTFOLIO
Euro 642 million portfolio (pro-quota),
88% offices, 92% in Milan, 59% in Porta Nuova
1
2
SOLID AND DIVERSIFIED
TENANT BASE
12 of the 15 main tenants are
multinational corporations
8
LIQUID AND TRANSPARENT
INVESTMENT INSTRUMENT
Shares traded on Borsa Italiana,
EPRA Gold Standards in reporting
7
SUSTAINABILITY AS A CORNERSTONE
OF THE INVESTMENT STRATEGY
66% of the portfolio is LEED certified,
Porta Nuova certification in progress
4
VALUE CREATION THROUGH
REFURBISHMENT PROJECTS
26% of the porfolio to be repositioned
in the short-medium term
3
STABLE CASH FLOW DERIVING
FROM LEASING AGREEMENTS
74% of the portfolio leased on the
back of long-term contracts
6
SOLID CORPORATE
GOVERNANCE
6 of 9 board members are independent,
gender parity amongst non-executives
5
SUSTAINABLE FINANCIAL
STRUCTURE
Net LTV equal to 30.5%, Euro 90.6 million of
liquidity available (on a consolidated basis)
ANNUAL REPORT 2021
13
Milan, COIMA Headquarters
01
COMPANY
14
STRATEGY AND
BUSINESS MODEL
COIMA RES’ objective is to create value for its
shareholders in the medium to long term, within
the context of the parameters established by the
Real Estate Investment Trust (REIT) framework.
This objective is pursued through the execution of a
clear strategy that envisages the active management
of a quality real estate portfolio capable of satisfying
the present and future demand from tenants.
In particular, COIMA RES has chosen to focus
its portfolio mainly on office properties located
in Milan. This choice allows COIMA RES to
make the most of the skills of COIMA SGR and
COIMA REM, which have both built a remarkable
track record in the development and management
of office properties in Milan in recent years. This
choice also exposes COIMA RES to the largest,
most liquid and most transparent segment in the
Italian real estate landscape, features that have
remained intact even in the difficult context of the
COVID-19 pandemic.
In an environment in which corporates are proving
to be increasingly demanding in their choices
of office spaces, also aligning them with their
sustainability policies, the investment strategy of
COIMA RES favors office properties that are well
integrated with the urban fabric, able to reach,
immediately or through refurbishment projects,
high environmental performances that can put
people at the center, fostering collaboration
and
creativity
and
acting
as
real
business
productivity tools.
The strategy of COIMA RES aims to create value in the
medium to long term through the active management of the
real estate portfolio. Sustainability is one of the cornerstones
of our strategy, and this allows us to best position our
offering with respect to the tenants’ demand, contributing
to reducing the risk profile and minimizing the long term
environmental impact of our buildings.
Caio Massimo Capuano
Chairman, COIMA RES
Strategy
ANNUAL REPORT 2021
15
The business model supporting COIMA RES’ strategy envisages:
•
A rigorous capital allocation process when executing investments
•
The active management of the real estate portfolio, aimed at optimizing cash flows and possibly repositioning
and upgrading some of the properties in the portfolio (in order to improve their environmental performance,
their integration with the urban fabric and, in general, their attractiveness on the market)
•
The rotation of the portfolio assets over time, aimed at crystallizing performance and free up capital for
new investments
A cornerstone of the business model of COIMA RES
is the support received by COIMA SGR and COIMA
REM for the acquisition and disposal of properties,
the management of the tenant base, the operational
management of the assets and the management of
the assets’ refurbishment processes.
Business model
MANAGE
SELL
Retain in the portfolio the
most strategic / highest
performing assets for the
medium to long term
Disposal of mature, non-core
and non-strategic assets to
crystallize performance and
to free up capital for new
acquisitions
OPTIMISE
Active management of the
real estate portfolio aimed at
optimising cash flow streams
and improving the quality of
the assets also through selected
refurbishment plans, in order
to improve their environmental
performance, their integration
with the urban fabric and in
general their attractiveness on
the market
BUY
Acquisition of commercial real
estate assets with medium
to long term value creation
potential
LEVERAGING ON THE COMPETENCIES OF COIMA SGR AND COIMA REM FOR ACQUISITION AND DISPOSAL OF
PROPERTIES, MANAGEMENT OF TENANTS AND MANAGEMENT OF REFURBISHMENT PROCESSES
01
COMPANY
16
OVERVIEW
OF ACTIVITIES
The effect of the COVID-19 pandemic continued to be
felt globally in the year 2021. The restrictive measures
in force in 2021 have been reduced compared to the
year 2020 thanks to the massive spread of the vaccine.
COIMA RES and the other companies of the COIMA
platform have remained fully operational, alternating
remote work with work in presence always in strict
compliance with the protocols introduced in 2020 and
in line with the specific innovations introduced by the
government,
for example the green pass.
One of the priorities of COIMA RES was the
management and protection of its tenants, the renewal
of the lease agreements expiring, the delivery of the
Corso Como Place project to the tenants and the
disposal of the mature properties in line with its strategy.
In the course of 2021, PwC release the space in Monte
Rosa, giving the possibility to the Society to activate the
first of the development projects in pipeline that will
allow to the management to extract value from the real
estate with an intervention of massive requalification
focused on achieving the best sustainable performance,
as will be further detailed in the chapter on sustainability.
The Company also completed a refinancing with
the aim of extending the average duration of its debt
and obtaining additional loan to partially finance the
significant investment in capex expected in the coming
years on Monte Rosa, Tocqueville and Deruta properties.
JANUARY
JANUARY
FEBRUARY
MARCH
APRIL
APRIL
APRIL
AUGUST
SEPTEMBER
NOVEMBER
DECEMBER
DECEMBER
FINALISATION OF THE SALE OF A BANK BRANCH FOR EURO 4.3 MILLION
DELIVERY TO THE TENANTS OF DEVELOPMENT PROJECTS CORSO COMO PLACE
EXTENSION OF MICROSOFT FINANCING FOR THREE YEARS WITH MARGIN REDUCTION AND POSSIBILITY OF
ADDITIONAL LOAN FOR EURO 27.5 MILLION
RELEASE OF PWC SPACES IN MONTE ROSA AND SIMULTANEOUS ACTIVATION OF CONSTRUCTION SITE
SHAREHOLDER’S MEETING
ESTABLISHMENT OF THE NEW BOARD OF DIRECTORS
FINAL DIVIDEND PAYMENT 2020 EQUAL TO EURO 0.20 PER SHARE
SALE OF SARCA PROPERTY FOR EURO 82.5 MILLION WITH A PREMIUM OF 36% ON THE PURCHASE PRICE
INAUGURATION OF CORSO COMO PLACE BY ACCENTURE
INTERIM DIVIDEND PAYMENT 2021 EQUAL TO EURO 0.10 PER SHARE
RENEWAL OF SHAREHOLDERS’ AGREEMENTS FOR A FURTHER THREE YEARS
GREEN REFINANCING FOR EURO 120 MILLION OVER FIVE YEARS WITH ADDITIONAL LOAN FOR EURO 45 MILLION
TO FINANCE THE CAPEX PLAN
1 S
UBJECT
TO
SHAREHOLDERS
'
APPROVAL
41.2
GROSS RENTS
Euro million
460.5
EPRA NET TANGIBLE ASSETS
Euro million
(12,75 Euro per share)
36.7
NET OPERATING INCOME
Euro million
10.8
DIVIDEND
1
Euro million
(0,30 Euro per share)
23.1
NET PROFIT
Euro million
5.4%
RETURN ON EQUITY
15.0
EPRA EARNINGS
Euro million
(0,42 Euro per share)
4.5%
EPRA NET INITIAL YIELD
35.9
FFO
Euro million
(0,99 Euro per share)
13.2%
EPRA VACANCY RATE
20.1
RECURRING FFO
Euro million
(0,56 Euro per share)
4.0
WALT
years
641.8
PORTFOLIO VALUE
(pro-quota basis)
Euro million
66%
PORTFOLIO
LEED CERTIFIED
212.8
NET FINANCIAL POSITION
Euro million
40
CARBON INTENSITY
kgCO
2
e/mq
per year
30.5%
NET LOAN TO VALUE
186
ENERGY INTENSITY
kWh/mq per year
Key data
17
ANNUAL REPORT 2021
01
COMPANY
18
MAIN DATA
2021
2020
2019
2018
Income statement
Gross Rents
Euro million
41.2
44.4
37.3
36.3
Net Operating Income (NOI)
Euro million
36.7
40.3
33.4
32.3
EBITDA
Euro million
44.3
31.5
23.5
25.0
Net Profit
Euro million
23.1
15.6
32.0
46.3
EPRA Earnings
Euro million
15.0
17.5
14.0
15.1
Recurring FFO
Euro million
20.1
24.2
17.6
17.7
EPRA Earnings per share
Euro
0.42
0.49
0.39
0.42
Recurring FFO per share
Euro
0.56
0.67
0,49
0.49
Balance sheet
IFRS Net Asset Value
Euro million
458.7
445.5
440.1
418.7
EPRA Net Tangible Assets
Euro million
460.5
448.3
443.7
421.6*
IFRS Net Asset Value per share
Euro
12.70
12.34
12.19
11.63
EPRA Net Tangible Assets per share
Euro
12.75
12.42
12.29
11.71*
Cash flow
Capex (pro-quota)
Euro million
6.5
9.5
9.8
5.1
Acquisitions (pro-quota)
Euro million
-
-
138.2
103.7
Disposals (pro-quota)
Euro million
52.7
7.8
131.2
79.7
Dividend (fiscal year)
Euro million
10.8
10.8
10.8
10.8
Dividend per share (fiscal year)
Euro million
0.30
0.30
0.30
0.30
Performance indicator
Return on Equity
%
5.4%
3.5%
7.6%
11.8%
Indebtness
Gross debt
Euro million
301.8
339.0
358.1
291.3
Cash
Euro million
90.6
48.7
42.7
82.2
Net debt
Euro million
212.8
291.4
315.4
209.1
Net Loan to Value (LTV)
%
30.5%
38.3%
38.8%
33.5%
Interest Cover Ratio (ICR)
x
3.5x
4.1x
3.4x
4.0x
Average "all in" cost of debt
%
2.03%
1.98%
2.01%
2.03%
Average debt maturity
years
1.7
2.4
3.4
4.4
Real estate portfolio
Number of assets in the portfolio
-
66
67
72
77
Value of the portfolio (consolidated)
Euro million
687.1
758.1
767.7
623.5
Value of the portfolio (pro-quota)
Euro million
641.8
688.3
688.4
654.4
Commercial surface (pro-quota)
square meters
146,000
151,000
165,000
172,000
WALT
years
4.0
4.3
5.3
6.2
EPRA Net Initial Yield
%
4.5%
5.1%
4.6%
5.2%
EPRA Topped-up Net Initial Yield
%
5.2%
5.3%
5.3%
5.3%
EPRA Vacancy Rate
%
13.2%
2.5%
2.0%
4.6%
* EPRA NAV
ANNUAL REPORT 2021
19
THE REAL ESTATE
PORFOLIO
COIMA RES owns a portfolio of properties worth
Euro 641.8 million (value of real estate on a pro-rata
basis), characterized by a net initial property return
of 4.5% (EPRA Net Initial Yield) and “topped-up”
initial net return of 5.2% (EPRA Topped-up Net
Initial Yield).
Geographically, 92% of COIMA RES’ portfolio is
concentrated in Milan (59% in the district of Milan
Porta Nuova and 33% in other districts in Milan),
3% in Lombardy (ex-Milan) and 5% in other
regions of Northern and Central Italy.
From an end use point of view, the COIMA RES
portfolio is focused for 88% on the office segment
(also including the Pavilion asset), for 4% on the hotel
segment and for 8% on the bank branches segment.
The properties are held both directly and through
subsidiaries and funds. In particular, COIMA RES
deploys joint venture structures in order to access
also medium to large size projects managed by the
COIMA platform with minority interests.
COIMA RES’ portfolio is characterized by a low
vacancy rate (EPRA Vacancy Rate) equal to 13.2%
which focuses mainly on three bank branches and a
marginal portion of the Monte Rosa property.
The COIMA RES
office
buildings
in
Milan are
situated in various districts of the city. The main sub-
group is represented by the buildings located in the
Porta Nuova district, where 5 properties are situated
(Gioiaotto, Corso Como Place, Pavilion, Tocqueville
and Microsoft) which make up approximately 59%
The year 2021 saw the delivery to Accenture and Bending
Spoons owners of the Corso Como Place building, the sale of
a mature building such as Sarca and the completion of the sale
of a Banking subsidiary, in line with the strategy of COIMA
RES aimed at focusing on quality office buildings in qualified
districts of Milan.
Matteo Ravà
Head of Asset Management, COIMA SGR
01
COMPANY
20
of COIMA RES’ portfolio. The other 3 office
buildings are situated in secondary districts, in
particular the Lorenteggio district as regards the
Vodafone complex, the Lambrate district as regards
the Deruta property and the City Life district with
regard to Monte Rosa.
All COIMA RES office buildings in Milan are well
connected to the public transport system and to the
Milan subway network.
In a market environment in which tenants are
proving to be increasingly demanding as far as their
real estate choices are concerned, the investment
strategy of COIMA RES favors properties capable of
achieving, immediately or through renovation, high
energy and environmental performances, also proven
by obtaining the highest certification standards (for
example, the LEED protocol).
The COIMA RES portfolio is characterized by assets with different profiles, in particular:
properties leased with medium-long term contracts already in the stabilized phase, where the rental
growth is mainly linked to inflation or contractual step-ups and / or achieved on the back of re-letting of
space (where new lease agreements can be stipulated at premium level compared to previous leases)
properties characterized by lease agreements with short residual duration, where, upon expiry of the
existing lease contracts, renovation works are expected to be carried out and where at the back of
these processes it is possible to reasonably assume the stipulation of lease agreements at higher levels
compared to the previous ones
vacant properties, where a refurbishment plan is being implemented (or being delivered to the tenants on
the back of refurbishment plans already finalized)
ANNUAL REPORT 2021
21
Overview of the real estate portfolio
(breakdown of the real estate portfolio by Gross Asset Value on a pro-quota basis as of December 31
st
, 2021)
END USE
GEOGRAPHY
Office
88%
Milan
Porta Nuova
59%
Milan
(other districts)
33%
Lombardy
(excluding Milan)
3%
Other
5%
Hotel
4%
Bank branches
8%
Income producing with
medium-to long term leases
74%
Income producing
with short term leases
26%
LEED Certified
66%
LEED certification
potentially achievable
on the back of
refurbishment
26%
Not certifiable
(bank branches)
8%
PROFILE
CERTIFICATIONS
01
COMPANY
22
Location of Milan office assets
M4
M4
M2
M2
M2
M1
M1
M1
M3
M3
M5
M5
F
H
A
B
D
C
G
Periphery
Innter City
City Center
Historical Centre
Porta Nuova CBD
San Donato
Milanese
Ripamonti
Navigli
Certosa
Fiera -
City Life
Bicocca
Segrate
Lorenteggio
Milanofiori
Airport
Linate
Airport
Malpensa
E
Sesto
San Giovanni
Lambrate -
Forlanini
Maciachini
ANNUAL REPORT 2021
23
Porta Nuova
B
CORSO COMO
PLACE
A
GIOIAOTTO
C
PAVILION
E
MICROSOFT
D
TOCQUEVILLE
Other districts
G
DERUTA
F
VODAFONE
H
MONTE ROSA
Milan, Microsoft, façade
01
COMPANY
24
Office assets in Milan Porta Nuova
Microsoft
Corso Como Place
Gioiaotto
Pavilion
Tocqueville
Location
Milan Porta Nuova
Milan Porta Nuova
Milan Porta Nuova
Milan Porta Nuova
Milan Porta Nuova
Address
Viale Pasubio 21
Via Privata Nino
Bonnet 6/a & 10
Viale Melchiorre
Gioia 6/8
Piazza Gae
Aulenti 10
Via Alessio di
Tocqueville 13
End use
Office
Office
Office, Hotel
Office, Events
Centre
Office
Commercial surface
(sqm)
10,773
23,574
14,545
3,576
9,604
Strategy
Core
Core
Core
Core
Core + / Value-
add
Construction year
2016
Years
’50-‘60
Years ‘60
2014
1969
Year of last
refurbishment
-
2020
2014
-
2003
Ownership (pro-quota)
84%
36%
88%
100%
100%
Gross Asset Value
(100%)
€102.1m
€237.0m
€84.3m
€74.0m
€61.5m
Gross Asset Value
(pro-quota)
€85.3m
€84.6m
€74.3m
€74.0m
€61.5m
Main tenants
Microsoft
Accenture,
Bending Spoons,
Mooney
QBE, Angelini
Beauty,
NH Hotel
IBM
Sisal
WALT (years)
2.5
8.1
4.0
6.1
0.5
Occupancy rate
zero
5%
zero
zero
zero
EPRA Net Initial Yield
3.9%
n.m
4.3%
4.5%
7.5%
EPRA Topped-up Net
Initial Yield
4.1%
4.0%
4.9%
4.5%
7.5%
LEED certification
-
Architect
Herzog & de
Meuron
PLP
Park Associati
Michele De Lucchi
n.s.
Main metrics of the real estate portfolio
ANNUAL REPORT 2021
25
Office assets in Milan (other districts)
Total
Vodafone
Monte Rosa
Deruta
Deutsche Bank branches
Milan Lorenteggio
Milan CityLife
Milan Lambrate
Various
Via Lorenteggio 240
Viale Monte Rosa 93
Via Deruta 19
n.a.
Office
Office
Office
Bank branches
42,039
19,539
26,012
26,776
Core
Core + / Value-add
Core + / Value-add
Core
2012
Years 1940’s
1950’s
1960’s
2007
-
-
1997
-
-
50%
100%
100%
100%
€206.3m
€62.6m
€41.8m
€54.5m
€103.2m
€62.6m
€41.8m
€54.5m
€641.8m
Vodafone
Techint
BNP Paribas
Deutsche Bank
5.1
4.8
0.4
5.2
4.0
zero
71%
zero
6%
13.2%
6.3%
1.9%
7.9%
5.8%
4.5%
6.3%
1.9%
7.9%
6.6%
5.2%
-
-
-
Gantes & Marini
n.m
n.m
n.m
01
COMPANY
26
Offices
83.7%
Hotel 3,6%
Others
0.1%
Ground floor retail
& leisure 2.1%
Bank branches
10.5%
BREAKDOWN OF IN PLACE ANNUALISED RENTS
(ON A PRO-QUOTA BASIS) BY END USE
COIMA RES’ portfolio of tenants is mostly made of
mid to large-sized multinational corporations: the ten
most significant tenants, representing 89% of the rent
roll as of December 31
st
, 2021 (on a pro-quota basis),
include Vodafone, Deutsche Bank, Microsoft, BNP
Paribas, IBM, Sisal, Accenture, Techint, NH Hotels
and Bernoni Grant Thorton.
The attractive level of diversification within the
COIMA RES tenant portfolio follows the sale of a
50% stake in the property let to Vodafone, completed
in June 2019, as well as the progressive disposal of
several bank branches over the last five years, which
have reduced the exposure to the two main COIMA
RES tenants. The COIMA RES tenant base has been
further enriched in recent years through the acquisition
of the Microsoft headquarters and the location of the
spaces at Accenture.
Overview of the portfolio of tenants
Data as of December 31
st
, 2021
BREAKDOWN OF IN PLACE ANNUALISED
RENT (ON A PRO-QUOTA BASIS) BY SECTOR
Data as of December 31
st
, 2021
Consumer
0.7%
Healthcare
1.1%
Insurance
2.0%
Retail & leisure
3.1%
Hotel
3.6%
Industrial
5.0%
Prof. Services
11.0%
Gaming
12.8%
Telecom
19.2%
Bank
20.4%
Tech
21.1%
ANNUAL REPORT 2021
27
MAIN TENANTS (ON THE BASIS OF PRO-QUOTA IN PLACE ANNUALISED RENTS)
Data as of December 31
st
, 2021
19.1%
Vodafone
12.8%
Sisal
10.5%
Deutsche
Bank
9.8%
BNP
Paribas
9.7%
Microsoft
9.5%
IBM
6.8%
Accenture
5.0%
Techint
3.6%
NH
Hotel
2.0%
B. Grant
Thornton
1.8%
Bending
Spoons
1.3%
QBE
Insurance
1.2%
Mooney
(Ex Sisal
Pay)
1.1%
Heaver
Group
5.8%
Others
Milan, Vodafone Village
01
COMPANY
28
Description of assets
The Microsoft headquarters is a recently built
property that is LEED Gold certified and designed
by the international architecture firm Herzog & de
Meuron. Its construction was completed in 2016 and
it is the Italian headquarters of global technology
company, Microsoft. The property is situated in the
district of Porta Nuova, near the Monumentale and
Garibaldi metro stations.
MICROSOFT
Built in the 1970s and renovated in 2014, Gioiaotto
was the first LEED Platinum certified building in
Milan. Approx. 50% of the building is let to a
variety of office tenants, while the remaining 50%
is let to NH Hotel. The hotel space was subject
to light refurbishment works in 2018, aimed at
upgrading the interiors of the hotel to reach the
NH Collection level.
GIOIAOTTO
The LEED Gold certified
mixed-use
building
was designed by Michele De Lucchi and built in
2014. Strategically located in the heart of Porta
Nuova between Piazza Gae Aulenti and the park
“Biblioteca degli Alberi” (the third largest park in
the centre of Milan), the property is currently let to
IBM as a space for innovation and meeting with its
stakeholders. The unique technical characteristics
of the Pavilion and its 360° visibility offers a high
degree of flexibility in terms of end uses.
PAVILION
ANNUAL REPORT 2021
29
3
2
1.
Milan, Microsoft
2.
Milan, Gioiaotto
3.
Milan, Pavilion
1
01
COMPANY
30
2
1.
Milan, Tocqueville
2.
Milan, Corso Como Place
1
ANNUAL REPORT 2021
31
A 10-storey building in the Milan Porta Nuova
area located between the Microsoft and UniCredit
headquarters and opposite the Corso Como Place
project. The building was initially built in 1969
and the last renovation dates 2003. The main
tenant of the property is Sisal, the second largest
gaming company and the largest payment service
provider in Italy, which occupies 89% of the space.
At lease expiry, there is the potential for extensive
refurbishment to redevelop the building to improve
passing rent.
This will also improve the area in line with the
renovation of the Corso Como Place complex.
TOCQUEVILLE
A complex located in Milan Porta Nuova between the
UniCredit
and
Microsoft
headquarters that is well
connected to the public transport network through
a high-speed railway station (Garibaldi station) and
two metro lines (MM2 and MM5). The complex
originally comprised of two independent buildings
that were constructed in the 1950’s and 1960’s: a
high-rise building (Building A) and a low- rise building
(Building B).
Between 2017 and 2020, Building A was completely
redeveloped, and a new complex (Building C) was
constructed. The Corso Como Place project is
characterized by the use of various “next generation”
technologies in terms of sustainability and innovation,
with
the
implementation
of
Smart
Building
infrastructure,
the
application
of
international
sustainability certifications such as LEED and WELL
and with extensive use of renewable energy sources.
The project also creates a new public space in front of
Tocqueville and will lead to the upgrade of the road
and pavement that connects with Corso Como.
The project was completed in 2020 and delivered to
tenants in early 2021. The official inauguration by
Accenture took place in September 2021.
CORSO COMO PLACE
Building A
100% LET TO
ACCENTURE
Building C
80% LET TO
BENDING SPOONS
Core portion
Building B
70% LET TO
MOONEY
B
A
C
01
COMPANY
32
A complex consisting of
three
buildings
and
fully let to Vodafone on the basis of a long-term
contract (expiring in January 2027). Located in
the Lorenteggio district, the area will benefit from
the completion of the MM4 metro line (expected
by 2023) that will connect the district directly to
Linate airport.
The complex represents an important example
of
excellence
in
construction
quality
and
sustainability, as demonstrated by the LEED
certification. The complex was purchased by
COIMA RES during the first phase of the
post IPO investment program, with the aim of
obtaining long-term cash flow and a medium-high
return on invested capital (EPRA Net Initial Yield
greater than 6%).
In 2019 with the desired view to diversify the base
of tenants and properties in the portfolio, COIMA
RES sold a 50% stake in the Vodafone complex
to a primary South Korean investor, monetising
part of the initial investment. COIMA RES
continues to consolidate the Vodafone complex in
its accounts thanks to the governance agreed with
the Korean investor who acts as financial partner,
leaving COIMA RES with primary control over
decision making.
VODAFONE COMPLEX
A complex consisting of four properties that
were built between 1942 and 1961 and which
underwent intense renovation in 1997.
The Monte Rosa complex is situated in a semi-
central business district in Milan: the proximity
to the recent development of CityLife and the
excellent connection to public transport with two
subway lines (MM1 and MM5) make the property
particularly interesting. The main tenant of the
complex is Techint (contract expiring in 2026)
which occupies almost half of the entire complex
while the remaining part of the complex was
released by PwC in the first quarter of 2021. On
the part released by PwC, a redevelopment and
repositioning project is underway, in line with
the strategy envisaged during the acquisition of
the property.
MONTE ROSA
ANNUAL REPORT 2021
33
1
2
1.
Milan, Vodafone Village
2.
Milan, Monte Rosa
01
COMPANY
34
The Deruta complex was built in 2007 and is
situated in the north-east part of Milan, an area
that is well connected to the public transport
network and the highway system, offering excellent
accessibility through the MM2 metro (Udine station
at 5 minutes walking distance), railway stations
(Lambrate Station 0.6 km, Central Station 2.7 km),
the motorway network (East ring road 1.2 km), and
Linate airport (just a 10-minute drive away).
The property was purchased by COIMA RES
during the first phase of the post IPO investment
program with the aim of obtaining cash flow
and a medium-high return on invested capital
(EPRA Net Initial Yield close to 8%). There is the
potential to refurbish the building in a scenario
whereby the current tenant would decide not to
renew the lease, allowing to reposition the asset
and creating a more energy-efficient building.
DERUTA
A portfolio consisting of 58 bank branches
located in the north and centre of Italy. As of
December 31
st
, 2021, 54 branches are leased to
Deutsche Bank on a long-term basis, three minor
branches are vacant and one branch in Turin
that was previously vacant was let to an operator
in the wellness sector in 2019.
Portfolio contributed (in exchange for shares of
COIMA RES) by Qatar Holding LLC during the
IPO with the intention of creating a stable and
long- term cash flow for COIMA RES. The initial
portfolio consisted of 96 branches distributed
throughout Italy.
In the last four years, a meaningful disposal plan
has been implemented which saw the sale of a
total of 38 branches for an aggregate value of
Euro 66.3 million, equal to approximately 48%
of the initial portfolio which saw the weight of
the banking branch portfolio decrease below
10% of the total portfolio of COIMA RES.
The strategy for the residual portfolio envisages
further disposals in the medium term.
BANK BRANCHES
ANNUAL REPORT 2021
35
2
1
1.
Milan, Deruta
2.
Rome, Deutsche Bank Portfolio
01
COMPANY
36
ACTIVE PORTFOLIO
MANAGEMENT
In 2021, COIMA RES continued to reduce its exposure to non-strategic and mature assets and to reduce
the concentration of its portfolio of assets and tenants.
Disposals
BANK BRANCHES
COIMA RES has completed the sale of 1 bank subsidiary for a value of Euro 4.3 million. This sale concerns the
portfolio of 11 bank branches whose sale was announced in November 2019 for a total value of Euro 23.5 million.
SARCA
On August 5
th
, 2021, the sale of the Sarca property for a value of Euro 82.5 million to a leading international
investor was completed. The sale price corresponds to EPRA Topped-up Net Initial Yield at June 30
th
, 2021 equal to
4.6%, and a premium of 36% compared to the purchase price. COIMA RES acquired the Sarca property in 2019
at a value of Euro 60.7 million (EPRA Topped-up Net Initial Yield of 5.9%) and the sale price implies an Unlevered
IRR equal to 24% (Levered IRR of 39%).
»
Development projectst
CORSO COMO PLACE
The project was completed in the fourth quarter of 2020, substantially in line with the overall budget, and was
delivered to Accenture and Bending Spoons in January 2021.
MONTE ROSA
The release by PwC of the Monte Rosa property will allow to undertake a restructuring and value creation project in
the medium term that will lead to a substantial improvement in the quality of the property and a potential significant
increase in the rent compared to the previous rent. Further details on the restructuring plan of the Monte Rosa
property will be published in the coming months. In addition to the Monte Rosa property, further renovation plans are
planned for the period 2022-2024. Through these restructuring projects, the aim is to achieve significant growth in
rents once the works have been completed and the spaces relocated and a marked improvement in the sustainability
profile of the Company’s portfolio.
»
ANNUAL REPORT 2021
37
Main leasing agreements
MICROSOFT
On April 6
th
, 2021, a new lease agreement
was signed for retail space in the Microsoft
building (about 400 square meters), previously
occupied by Microsoft. The contract provides
for a duration of nine years (with eight months
of loan) with an annual rent for the first two
years equal to Euro 200 thousand and equal
to Euro 280 thousand for the following years.
SARCA
In June 2021, COIMA RES, before the sale
of the property, signed a binding offer with
an energy supply company for about 700
square meters of office space. The space
was occupied by Signify who exercised the
break-option with the release of the spaces in
October 2021. The binding offer provides for
the signing of a contract that has a duration of
six years at a fee about 23% higher than the
current one.
CORSO COMO PLACE
In April 2021, COIMA RES signed a new
lease agreement with Mooney (formerly Sisal
Pay) for approximately 3,250 sqm of office
space. The new contract has a duration of
six years and the rent is higher than the rent
provided for under the previous lease.
TOCQUEVILLE
In May 2021, COIMA RES signed an
amending agreement to the lease agreement
with Sisal to extend the term by a further
three months, postponing the new contractual
deadline to March 31
st
, 2022. The fee to be
applied in the extension period is expected to
increase by 50% compared to the current one.
»
Milan, Gioiaotto, façade
01
COMPANY
38
INVESTMENT VOLUMES BY ASSET TYPE
INVESTMENT VOLUMES BY CITY
INVESTMENT VOLUMES BY INVESTOR ORIGIN
Source: CBRE, JLL
26%
21%
Offices
19%
Hotel
Industrial
and logistics
11%
Others
Milan
33%
Rome
8%
Others
59%
Italy
24%
International
76%
ITALY:
REAL ESTATE SECTOR
The real estate market in Italy experienced a 14%
contraction in the overall investment volumes in
2021, reaching a total value of Euro 10.4 billion.
The industrial and logistics real estate segment saw
greater activity unlike the previous years in which
the office segments were the most transacted. The
City of Milan continues to attract the highest
share of investments, accounting for 33% of total
investment volumes.
Euro
10.4
billion
ITALIAN REAL ESTATE INVESTMENT
VOLUMES IN 2021
+14%
vs 2020
+18%
vs 2018
-16%
vs 2019
7%
Residential
Retail
14%
ANNUAL REPORT 2021
39
MILAN:
OFFICE MARKET
The investment market for Milan offices has
recorded volumes for Euro 1.8 billion in 2021,
a level down by 32% decline compared to the
volumes registered in 2020. Valuations of “prime”
office properties in Milan saw a further increase,
with a 20 bps compression of prime yield in 2021.
The investment market for office property in Milan was relatively
penalized in 2021 by the scarcity of product that left unexpressed both
the demand of core investors for prime and stabilized assets, both that
of opportunistic investors for properties in secondary areas and/or value
add. ESG issues will be increasingly relevant in investor acquisition
strategies. The rental market has been more active in 2021 than in
2020 and in line with the average of the last 5 years, with companies
that continue to prefer areas with a consolidated management vocation
and excellent accessibility.
Gabriele Bonfiglioli
Head of Investments, COIMA SGR
Milan offices: investment market
MILAN OFFICES: INVESTMENT VOLUMES (EURO BILLION)
Source: CBRE
2.4
2015
2.3
2016
2.1
2018
3.8
2019
2.3
2020
1.8
2021
2.4
2017
01
COMPANY
40
MILAN OFFICES: PRIME NET YIELD EVOLUTION (%)
The Milan office leasing market
recorded a take up of 358,000
square meters in 2021, a level
up 29% compared to 2020.
In line with previous years,
demand from tenants remains
predominantly oriented towards
the rental of grade real estate A.
The level of fees for the various
districts of Milan has grown in
the most resilient districts such
as Porta Nuova and the historic
center of Milan.
Milan offices: leasing market
MILAN OFFICES: CORPORATES TAKE UP (THOUSANDS OF SQM)
Source: CBRE
Grade A
Grade B+C
2015
370
2016
304
2017
367
2018
382
2019
481
2021
358
2020
277
4.0
2015
3.5
2017
3.4
2018
3.8
2016
3.3
2019
3.1
2020
2.9
2021
Source: CBRE
ANNUAL REPORT 2021
41
The vacancy rate in the office segment in Milan is
equal to 10.3% at December 31
st
, 2021, an increase
of 50 basis points compared to December 31
st
,
2020. A similar trend is also observed in relation
to the vacancy rate for Grade A properties, where
the vacancy represents about 2.7% of the total
office stock in Milan (an increase of 60 basis
points compared to December 31
st
, 2020).
Milan offices: vacancy rate
MILAN OFFICES: HEADLINE RENTS BY DISTRICTS (€/SQM)
DISTRICT
RENTAL LEVEL (DEC-21)
TREND IN 2021
Historical Centre
€620/sqm
Growing
Porta Nuova / CBD
€620/sqm
Growing
Centre
€500/sqm
Stable
CityLife
€420/sqm
Stable
Scalo Porta Romana
€350/sqm
Stable
Periphery
€280/sqm
Stable
Bicocca
€270/sqm
Growing
Milanofiori
€240/sqm
Stable
San Donato Milanese
€210/sqm
Stable
Hinterland
€210/sqm
Stable
Sesto San Giovanni
€200/sqm
Stable
Source: CBRE
VACANCY RATE BY GRADE (%)
Grade A + B + C stock
Grade A stock
2015
15.0%
12.5%
10.0%
7.5%
5.0%
2.5%
0.0%
2016
2017
2018
2019
2.6%
2.2%
3.1%
3.3%
2.4%
2.7%
2.1%
9.8%
10.2%
10.3%
11.6%
11.8%
12.1%
11.9%
2020
2021
Source: CBRE
42
44
Senior Management
46
Corporate structure
48
Management of activities
50
Investor Relations
02
Management
ANNUAL REPORT 2021
43
02
MANAGEMENT
44
Graduated in Economics and Business from
the Università Cattolica del Sacro Cuore,
with a Masters in Regional Planning and Real
Estate from the Politecnico di Torino, Manfredi
Catella is currently the Founder and CEO
of COIMA RES, the majority shareholder
and CEO of COIMA SGR and Chairman of
COIMA REM., a real estate company founded
in 1974, controlled by the Catella family. He
was responsible for the Hines activities in Italy
and gained experience at JP Morgan in Milan,
Caisse Centrale des Banques Populaires in
Paris, Heitman in Chicago and HSBC in Paris.
Chairman of the Riccardo Catella Foundation,
member of the Advisory Board of the Bocconi
University
and
Assolombarda,
Manfredi
Catella is a financial analyst and member of
the Association of Journalists, as well as the
author of numerous articles and documents on
real estate and land redevelopment.
Graduated in Business Administration from
the University of Rome, he studied real estate
finance at the University of
Amsterdam,
UVA. Gabriele Bonfiglioli is currently Key
Manager of COIMA RES, responsible for
the investment management activities, and
Managing Director of COIMA SGR in charge
of the Investment Management division. He
previously worked in the SGR of Beni Stabili
where he collaborated on the launch of the
first Italian contribution and collection mixed
fund for international investors. Until 2014,
he was a member of the Hines Group global
Investment and Performance committee.
Manfredi Catella
Gabriele Bonfiglioli
SENIOR
MANAGEMENT
ANNUAL REPORT 2021
45
Graduated in Economics from the University of
Naples “Federico II”, Fulvio Di Gilio is the CFO
of COIMA RES. He performed a similar role at
Hines Italia SGR (which later became COIMA
SGR) for five years, gaining considerable
experience in the real estate sector. He began
his career at PriceWaterhouseCoopers (PwC),
going on to become Senior Manager at the
GFSI Group of Deloitte & Touche. During his
career, he has carried out consulting activities
in due diligence, extraordinary transactions
such as mergers, acquisitions, securitisations
and IPO processes, as well as special projects
for the financial statements of listed companies
looking to transition international accounting
principles. He currently chairs the Intermediaries
and Supervised Companies Committee of
Assoimmobiliare.
Graduated in Economics and Social Sciences
from the Bocconi University, Matteo Ravà
achieved a Master in Corporate Finance from
the Bocconi University School of Management.
Matteo Ravà is Key Manager of COIMA
RES, responsible for the asset management
activities, and Managing Director of COIMA
SGR in charge of the Asset Management
division. Ravà has gained over five years of
experience in corporate finance at leading
consultancy firms, including Ernst & Young and
Deloitte & Touche, carrying out valuation and
advisory activities in extraordinary merger and
acquisition transactions and IPOs.
Fulvio Di Gilio
Matteo Ravà
02
MANAGEMENT
46
CORPORATE
STRUCTURE
COIMA RES is a Real Estate Investment Trust.
COIMA RES was founded in 2015 by Manfredi
Catella, jointly with COIMA REM S.r.l. and
COIMA SGR S.p.A., and was subsequently listed
on the Mercato Telematico Azionario organized
and
managed
by
Borsa
Italiana
in
2016.
COIMA RES currently owns a quality real
estate portfolio mainly concentrated on the office
segment in Milan.
Milan, COIMA Headquarters, Board of Directors
ANNUAL REPORT 2021
47
FUNDS
PROPERTIES
COIMA RES
SPA SIINQ I
COIMA CORE
FUND IV
COIMA CORE
FUND VIII
COIMA CORE
FUND VI
FELTRINELLI
PORTA VOLTA
COIMA
OPPORTUNITY
FUND I
PORTA NUOVA
BONNET FUND
GIOIAOTTO
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
47%
100%
36%
50%
88%
PAVILION
TOCQUEVILLE
MONTE ROSA
DERUTA
BANK BRANCHES
CORSO COMO PLACE
VODAFONE
89%
MICROSOFT
53%
02
MANAGEMENT
48
MANAGEMENT
OF ACTIVITIES
COIMA RES is led by Manfredi Catella, as
Founder and CEO, and is managed by a team of six
professionals employed by the Company, amongst
which are: Fulvio Di Gilio (Chief Financial Officer),
Yuri D’Agostino (Investment Director), Giulia Salami
(Investor Relations Director), Emiliano Mancuso
(Planning & Control Senior Manager) and Carlotta
Ciuffardi (Finance & Control Manager).
COIMA RES’ Board of Directors is comprised of
9 members (6 of which are independent and 2 non-
executive). The Board is responsible for the ordinary
and extraordinary management of COIMA RES.
COIMA RES avails itself of the support of COIMA
SGR for investment and asset management activities,
under the responsibility of key managers Gabriele
Bonfiglioli (Head of Investments) and Matteo Ravà
(Head of Asset Management), and COIMA REM
for property, facility and development management
activities.
COIMA SGR and COIMA REM are companies of
COIMA Group, controlled by the Catella family.
COIMA SGR was created in 2007 as Hines Italia
SGR and renamed COIMA SGR in 2015. At the
same time as the change of control that saw the Catella
family buying out the Hines group, is today one of the
main independent companies in the management of
real estate assets in Italy.
COIMA REM, active in the real estate market since
1974, carries out property, facility and development
management activities, mainly on projects promoted
by COIMA SGR, but also for third party clients.
Real estate investment operational phases
SCOUTING
INVESTMENT DECISION
INVESTMENT
ASSET
MANAGEMENT
DISPOSAL
EXCLUSIVE AGREEMENT
BETWEEN COIMA SGR
AND COIMA RES
(NON-RECIPROCAL)
FOR CORE AND CORE+
STRATEGIES
EXCLUSIVE AGREEMENT
BETWEEN COIMA SGR
AND COIMA RES
(NON-RECIPROCAL)
FOR CORE AND CORE+
STRATEGIES
INTERNAL PROCESS:
INVESTMENT
DIRECTOR,
INVESTMENT
COMMITTEE AND BOD
NON-EXCLUSIVE
PROPERTY
AGREEMENT/
PROJECT
MANAGEMENT
CONSULTANCY
AND OPERATIONAL
SUPPORT OF
COIMA SGR
VALUATION
EXECUTION
CLOSING
DEVELOPMENT
FINANCIAL
ORDINARY MANAGEMENT
PROPERTY MGMT
ACTIVITIES
COIMA SGR
COIMA REM
OTHER
OPERATORS
COIMA RES
ANNUAL REPORT 2021
49
The relationship between the Company and
COIMA SGR is governed by an asset management
contract signed in 2015 and renewed in the year
2020. The economic conditions are summarized in
the table below.
MANAGEMENT FEE
PERFORMANCE FEE
NAV
FEE
(EURO BILLION)
(BASIS POINTS)
NAV < 1
80
1 < NAV < 1.5
60
NAV > 1.5
50
• Calculated annually
• Equal to 40% of the lower amount out of:
20% of the excess of the NAV per share
at the end of the Accounting Period in
relation to a minimum High Watermark
defined level.
the sum of 10% of the Total Return
Outperformance in the case of a Total
Return in excess of 8% and 20% of the
Total Return Outperformance in the event
of a Total Return in excess of 10%;
COIMA REM remuneration
ANNUAL CONSIDERATION FORPROPERTY & FACILITY
MANAGEMENT SERVICES
CONSIDERATION FOR PROPERTY DEVELOPMENT
& PROJECT MANAGEMENT SERVICES
1
leased properties: 1.0-1.5% of the annual rental
of the properties,
3
shared areas and facilities managed: equal to the sum
of the cost of the staff of the property manager
managing the shared facilities and areas and the
general overheads of the property manager, plus
15% of this sum.
2
properties or areas not leased: €2.25 for each m
2
managed, €0.50 for each m
2
managed relating to
areas used as storage or parking, and
4.5%
OF THE TOTAL COST
OF THE REDEVELOPMENT/
DEVELOPMENT PROJECT
FOR THE PROPERTY.
The fixed annual remuneration of the CEO, paid by COIMA RES, will be deducted from
the management fee paid to COIMA SGR.
In addition, from the fourth year of the agreement, subject to the circumstances
in which:
Manfredi Catella is
confirmed as the CEO
of the Company;
1
2
the CEO is the
controlling shareholder
of the SGR;
02
MANAGEMENT
50
INVESTOR
RELATIONS
The year 2021 was still characterized by the spread
of the pandemic by COVID-19 but the restrictive
measures introduced by the various governments
were less invasive also and especially thanks to the
spread of vaccines and the introduction of the green
pass. One of the main drivers that accompanied the
stock markets during 2021, along with the uncertainty
dictated by the variants of the COVID-19, was
certainly inflation, back on the scene, with a sudden
rise that surprised everyone. However, 2021 was a
positive year for the Stock Exchange, even if the
same cannot be said for the bond asset, which closed
one of its worst years.
The real estate stocks have had a good performance
even if uncertainties still remain on the future of the
offices from some operators and this has penalized
the recovery, still leaving many stocks to trade at
significantly lower levels than pre-crisis averages.
The 2021 was also marked by the return of inflation,
which, in a scenario of interest rates still under
control, is a positive element for the sector but also
for the shortage of raw materials and the consequent
increase in construction costs.
However, a climate of confidence seems to continue
to prevail in the financial market despite rampant
inflation, a shortage of raw materials and high
commodity prices.
Market context
During 2021 we maintained a constant level of engagement with the financial community,
although the interactions with analysts and investors were mostly carried out in a virtual format.
We continued to focus on the quality of the financial information and on transparency, further
increasing the positioning of COIMA RES in the Webranking research conducted by Comprend
and Lundquist which evaluates the transparency of corporate communication of listed companies
and publishing the engagement policy.
ANNUAL REPORT 2021
51
Milan, Gioiaotto, interior
02
MANAGEMENT
52
In 2021, the investor relations activity took place
mainly remotely. Both brokers and investors have
quickly adapted to the circumstances, transforming
conferences and roadshows into virtual formats
and, despite these new ways of engaging, the
dialogue with investors has remained very strong,
both domestically and internationally.
These circumstances and the resignation of the
Investor Relator have led to a marginal decrease in
investor relations activity in terms of the number
of events in which the Company has participated
compared to the years precedent. During the
month of January 2022, a new Investor Relations
Director was identified that will allow the Company
to return to the standard levels of previous years.
Overview of the Investor Relations activity
2017
7
15
8
2018
12
22
10
2019
14
26
12
2020
11
20
9
2021
10
13
3
Banca IMI
Citi
Equita SIM
Kempen
Mediobanca
Buy
Sell
Buy
Buy
Buy
Euro 9.60
Euro 4.60
Euro 8.10
Euro 8.80
Euro 8.50
BROKER
RECOMMENDATION
(as of December 31
st
, 2021)
PRICE TARGET
(as of December 31
st
, 2021)
AVERAGE
Euro 7.92
Coverage by financial analysts
Roadshow and other events
Conferences
ANNUAL REPORT 2021
53
COIMA RES’ share price in 2021 vs main reference indices
Estimate of COIMA RES’ shareholder base
Qatar Holding
40.0%
Foreign investors
(General nvestors)
15.6%
Foreign investors
(real estate specialists)
10.3%
Family Office & HNWI Italiani
4.8%
Italian Assurances
8.6%
Italian Fundations
6.9%
Italian Funds
8.7%
Retail
3.3%
Managers and Directors
1.7%
Source: COIMA RES elaboration based on November 2021 interim dividend payment data
Source: Bloomberg
COIMA RES
FTSE MIB (Index)
EPRA Developed Europe (Index)
+20.5%
+22.5%
+16.1%
FTSE MIB (Index)
COIMA RES
EPRA Developed
Europe (Index)
PERFORMANCE IN 2021
Jan-21
Feb-21
Mar-21
Apr-21
May-21
Jun-21
Jul-21
Aug-21
Sep-21
Oct-21
Nov-21
Dec-21
95
100
105
110
115
120
125
130
135
€ per share
54
56
Introduction by the Chairman
58
Members of the Board of Directors
60
Governance
62
Investment Committee Report
64
Remuneration Committee Report
65
Remuneration Policy
67
Control & Risk and Related Parties Committee Report
70
How we manage risks
03
Governance
ANNUAL REPORT 2021
55
03
GOVERNANCE
56
As Chairman, I am responsible for ensuring that the Board of
Directors operates in the best way possible and always in favour of
all shareholders of COIMA RES.
The COVID-19 pandemic continued to impact on the operational
activities of the Company which, however, remained always
operational, working from home and from office. The Company has
adapted promptly by activating all of the necessary protocols and
safeguard procedures in order to ensure continuity in all operational activities, preserving
the health of all people working for COIMA RES.
The Company is always seeking constant input of its processes in order to continuously
adapt them to international best practices and to the recommendations of the Corporate
Governance Committee. For year 2021, we will conduct the process of evaluating the
work of the Board of Directors in line with the best practices at the international level
that require a three-year assessment.
On April 22
nd
, 2021, the Shareholders’ Meeting appointed the new Board of Directors,
confirming the approach already adopted by the Company over the last few years, i.e.
nine members of which seven independent and one non-executive with adequate and
diversified skills, also by increasing the level of competence in the area of sustainability.
The non-executive members of the Board of Directors are now perfectly balanced in
terms of gender diversity. As known, the Board of Directors will remain in office for one
year, giving the shareholders the opportunity to constantly express their appreciation on
the work of the Directors.
The activities of the Board of Directors are assisted by the relentless work of the
INTRODUCTION BY
THE CHAIRMAN
ANNUAL REPORT 2021
57
committees aimed at monitoring risks, the reliability of the internal control system and
the correct management of all transactions potentially in conflict of interest or concluded
with related parties.
Essential to the proper functioning of the Board of Directors are also the Internal Audit
and Compliance and Risk Management functions as well as the Supervisory Body.
Risks are managed in a structured way, both thanks to the committees, but also thanks
to the corporate culture which is focsed on the monitoring and daily management of
investments and assets in order to generate adequate returns for our investors that are
sustainable in the long term.
The principles that guide the Company’s governance are: independence, entrepreneurship,
integrity, excellence and sustainability. For us, it is of paramount importance to operate
with a suitable Corporate Governance to provide external evidence of transparency in
order to consolidate the trust of our present and future shareholders.
All internal processes are staffed with care, diligence and continuously monitored in
order to manage COIMA RES’ activities in an appropriate and transparent manner,
especially towards the rest of the COIMA platform.
COIMA RES is, since 2016, a member of EPRA, the European Public Real Estate
Association, an association created to promote, develop and represent the European
real estate sector and establish best practices of the sector regarding reporting and
financial reporting. We are pleased that EPRA has awarded COIMA RES, for the fifth
consecutive time, with two “Gold Award” both the 2020 Financial Statements and the
Sustainability Report 2020. We continue working to guarantee this level of transparency
to our shareholders by promptly adapting to the new EPRA recommendations in terms
of disclosure. The new EPRA Reccomendations in terms of disclosures have alredy been
implemented and part of the information set that we deliver to shareholders and investors
to allow an adequate and informed process of assessing the management’s work.
Caio Massimo Capuano
Chairman
of the Board of Directors,
COIMA RES
03
GOVERNANCE
58
MEMBERS OF THE
BOARD OF DIRECTORS
Degree in Economics and Commerce at the
Università Cattolica del Sacro Cuore. Master
in regional planning and real estate at the
Politecnico di Torino. Founding member and
CEO of COIMA RES, majority shareholder and
CEO of COIMA SGR and President of COIMA
REM, real estate company founded in 1974,
controlled by the Catella family.
He was Country Head and head of Italian
assets for
the
Hines
Group
and
worked
at JP
Morgan in Milan, Caisse Centrale des Banques
Populaires in Paris, France, Heitman in Chicago,
USA and HSBC in Paris.
Chairman of the Riccardo Catella Foundation,
member of the Advisory Board of the Bocconi
University and Assolombarda, Manfredi Catella
is a financial analyst and member of the
Association of Journalists, as well as the author
of numerous articles and documents on real
estate and land redevelopment.
Degree in electrical engineering at the La Sapienza
University of Rome. He started his career at Xerox
followed by IBM.
1986-1997:
Senior
Partner
of
McKinsey &
Company in the Banking and Financial Institutions,
ICT sectors.
1998-2010: Chief Executive Officer and Director
of the Italian Stock Exchange. Since October 2007,
Deputy CEO of the London Stock Exchange Group.
When at Borsa Italiana he has held numerous
positions (Cassa di Compensazione e Garanzia,
Monte Titoli, MTS) and has been a member of
various committees of national interest set up by
the relevant departments. He has promoted two
versions of the Corporate Governance Code for the
corporate governance of listed companies and has
worked in various international bodies including
President of the World Federation of Exchanges
and President of the Federation of European Stock
Exchanges (FESE).
2011-2013: CEO of Centrobanca, Corporate &
Investment Bank of the UBI Group.
2013-2020: Chairman of IW Bank.
2020-2021: Chairman of Pramerica SGR.
Degree in
Economics
B.S.
at
the
University
of Oregon (Eugene - USA). He attended
postgraduate courses at HEC Paris in Qatar and
Carnegie Mellon University in Qatar.
From January 2014 to September 2016, he
worked at Qatar Holding LLC as an analyst
(corporate analyst) and a member of the capital
markets team.
Since September 2016 he has worked for
Qatar Investment Authority as
a
member
of
the capital markets team, focusing on equity,
equity derivatives, real estate financing, FX,
Fixed Income, Commodities and interest rate
transactions.
Caio Massimo
Capuano
September 9
th
, 1954
Manfredi
Catella
August 18
th
, 1968
Feras
Abdulaziz
Al-Naama
August 6
th
, 1991
ANNUAL REPORT 2021
59
Graduated in law, summa cum laude, at the Sapienza
University of Rome, Antonella Centra attended
her master’s degree
in
EU
law
at the College of
Europe of Bruges. She always collaborated, both as
general counsel (or deputy general counsel as far as
regards Wind) who as a member of the board of
administration, with important national companies
e international, such as Gucci and Bottega Veneta
– Kering Group, Wind Telecomunicazioni and
Coca-Cola. In by virtue of her specific skills, since
2015, in addition to the role of general counsel and
manager of compliance of the Gucci Group Group,
she has been invested with the responsibility of EVP
Sustainability Director and Head of Institutional
Affairs. In these roles, helped define the sustainability
strategy at 10 years of the Kering Group to make it
in the various Gucci Business Units for sustainability
was a pillar of Gucci’s corporate culture. Antonella
Centra, therefore, has a solid experience in in relation
to any management issue social responsibility issues
business and sustainability, combined with a thorough
knowledge and familiarity in relation to any profile of
relations and institutional affairs. Antonella Centra, in
addition to her roles within the Kering Group, is now
invested with official roles in main institutional bodies
and associations.
Degree cum laude in Political Science and
International Economics at Sapienza University
of Rome and Master in Real Estate and Finance
at SDA Bocconi School of Management in Milan.
Executive with over
25
years
of
experience
in London and Milan: investment banker, top
manager in the banking sector, CFO, Managing
Partner in a private equity fund, founder and CEO
of the consulting firm Augmented Finance Ltd, non-
executive director and commission chair / member
of listed companies (FTSE Italia and AIM UK).
Ariela Caglio graduated with honours in Business
Administration from the Bocconi University, where
she obtained a PhD in Business Administration and
Management in 2001. She is Associate Professor
of Management Accounting and Performance
Measurement and Director of the Bocconi ESSEC
Double Degree at the Bocconi University, as well
as Senior Professor and Liaison Officer of the SDA
Bocconi School of Management.
She gained over fifteen years’ experience in
areas such as business planning and budgeting,
cost accounting, measurement and performance
management and integrated
reporting.
She
has also been a visiting professor at prestigious
international institutions, such as the London School
of Economics and Political Science (LSE) and the
University of Manchester.
Ariela Caglio has published her contributions in
important national and international magazines.
She is a member of several Editorial Board and of
the Standing Scientific Committee of the European
Accounting Association (EAA) as well as Deputy
Chair of the European Accounting Association
(EAA) 2018 Congress. She participated in the
Ready4-Board Women project and sits on the Board
of Esprinet S.p.A. as an Independent Director.
Founder and CEO of alstria office REIT AG, a real
estate company operating in Germany, focused
on the office sector and listed on the Frankfurt
Stock Exchange, with assets under management
of over Euro 4 billion.
In the past, Olivier Elamine was one of the
founders of NATIXIS Capital Partners, director
of the Investment Banking team at CDC IXIS
(focusing mainly on the real estate sector), and a
consultant at Ernst & Young (focusing on the real
estate segment).
Degree in Law at the University of Milan. Master
of Laws (LL.M) at the Law School of the University
of Chicago, Chicago (USA). Ph.D. in Business
Law at Bocconi University. Enrolled in the Register
of Lawyers of Milan since 2001. Researcher of
commercial law at the Faculty of Law of the University
of Milan since 2004, with confirmation ofin the role
in 2007. From 2011 to 2017, Adjunct Professor
and holder of the course of International Corporate
Governance (up to the 2015-2016 academic year),
then the Corporate Interest course, Corporate Social
Responsibility, and Financial Reporting (from the
2016/2017 academic year). Equity partner of
Nctm Studio Legale Associato since 2015 (from
2011 to 2015 Of Counsel, former Collaborator).
Areas of activity: company law, with particular
reference to listed companies, financial market law,
banking governance and regulation and banking
crises. Vice-President of NED Community. She holds
positions as independent director and statutory
auditor in various companies, listed and unlisted.
She holds and has held positions in crisis procedures
of financial intermediaries for the appointment of the
Bank of Italy.
He
is
currently
Chairman
of
the
Board of
Directors of PSP Swiss Property AG, a commercial
real estate
company
operating in Switzerland
and listed on the Zurich Stock Exchange (SIX Swiss
Exchange), with assets under management of
over CHF 7 billion. He held the position of Chief
Executive Officer of PSP Swiss Property from 2007
to March 2017, and as Chief Financial Officer
of PSP Swiss Property from 2002 to 2007. From
1998 to 2002 he was Head of the Corporate
Finance and Treasury Department of Zurich
Financial Services. From 1984 to 1998 he held
various positions in the areas of corporate finance,
risk management, international banking services
to companies and commercial development at the
Union Bank of Switzerland. He was President of
EPRA (European Public Real Estate Association),
the European association of major listed companies
operating in the real estate sector for the period
2016-2017.
Luciano
Gabriel
August 15
th
, 1953
Ariela
Caglio
January 20
th
, 1973
Antonella
Centra
September 20
th
, 1969
Paola
Bruno
February 23
rd
, 1967
Olivier
Elamine
October 9
th
, 1972
Alessandra
Stabilini
November 5
th
, 1970
03
GOVERNANCE
60
GOVERNANCE
It has a support function for investment and
disinvestment decisions by the Board of
Directors. All transactions must be submitted to
the Investment Committee. Both employees of
the Company and third parties belonging to
COIMA SGR can participate in the meetings
to discuss specific issues, and all participants
must be in possession of high specialization
in financial and real estate matters. The final
decision in terms of investments and disposals
is the responsibility of the Board of Directors.
Investment
Committee
This committee assists and supports the Board
of Directors by ensuring adequate preliminary
activities in evaluations and decisions relating
to the Company’s Internal Control and Risk
Management System and those relating to
the approval of periodic financial reports.
It carries out all the tasks assigned by the
Corporate Governance Code. It also acts
as a committee for related parties in relation
to transactions with related parties of greater
importance and expresses a binding opinion
towards the Board of Directors.
Control and Risk
Committee
It makes proposals on the remuneration of
directors and senior management and any
stock option plans and share allocation
plans for executive directors and senior
management. The Board of Directors has the
final decision on the remuneration plan. It also
assists the Board of Directors in preparing the
succession policy for the CEO.
Remuneration
Committee
1 I
N
CHARGE
UNTIL
A
PRIL
22
ND
, 2021
2 I
N
CHARGE
FROM
A
PRIL
22
ND
, 2021
12/12
-
-
2/2
Massimo Capuano
Chairman
NON-EXECUTIVE
MEMBERS AND ATTENDANCE
Feras Abdulaziz
Al Naama
Vice Chairman
NON-EXECUTIVE, INDEPENDENT
CODE SELF-DISCIPLINE TUF
12/12
5/9
1
-
-
12/12
9/28
-
-
Manfredi Catella
Chief Executive Officer
EXECUTIVE
11/12
-
2/2
10/10
NON-EXECUTIVE, INDEPENDENT
CODE SELF-DISCIPLINE TUF
Director
Alessandra Stabilini
12/12
18/19
2
-
-
NON-EXECUTIVE, INDEPENDENT
CODE SELF-DISCIPLINE TUF
Director
Ariela Caglio
12/12
-
-
-
NON-EXECUTIVE, INDEPENDENT
CODE SELF-DISCIPLINE TUF
Director
Antonella Centra
11/12
-
-
10/10
NON-EXECUTIVE, INDEPENDENT
CODE SELF-DISCIPLINE TUF
Director
Paola Bruno
12/12
-
2/2
-
Olivier Elamine
NON-EXECUTIVE, INDEPENDENT
CODE SELF-DISCIPLINE TUF
Director
11/12
28/28
-
10/10
Luciano Gabriel
NON-EXECUTIVE, INDEPENDENT
CODE SELF-DISCIPLINE TUF
Director
BOARD OF STATUTORY AUDITORS (IN CHARGE UNTIL 31/12/2023)
ROLE MEMBERS
COMPONENTI
Chairman
Massimo Laconca
Standing Auditor
Milena Livio
Standing Auditor
Marco Lori
Alternate Auditor
Emilio Aguzzi De Villeneuve
Alternate Auditor
Maria Stella Brena
Alternate Auditor
Maria Catalano
INDEPENDENT AUDITORS
(in charge until 31/12/2024)
BOARD
OF DIRECTORS
INVESTMENTS
COMMITTEE
REMUNERATION
COMMITTEE
CONTROL AND RISK
COMMITTEE
ANNUAL REPORT 2021
61
The Board of Directors activity focuses on the business and its strategy, giving the required attention to
all corporate governance matters and in particular for this year, to the adjustment of the processes and
procedures on the new Corporate Governance Code.
2021
JAN
FEB
MAR
APR
MAY
JUN
JUL
AUG
SEP
OCT
NOV
DEC
STRATEGY AND EXECUTION
Business plan/budget
Investment/divestment
Letting transaction
Financing
Market analysis
RISKS
Analysis of internal
control system and risk
management
Risk monitoring
GOVERNANCE
Analysis of periodic
reporting
Committees reporting
Others
EVALUATION
Board of Directors
evaluation
Conflict of interest/
related parties
03
GOVERNANCE
62
INVESTMENT
COMMITTEE REPORT
The Investment Committee
consists of three Directors:
two
of
whom
are
independent, the head of
the
Asset
Management
function, the head of the
Investment
Management
function and a Real Estate expert, external to the
Company. In addition, the risk manager supports
the Investment Committee with technical support
functions.
The
members
of
the
Investment
Committee are: Luciano Gabriel as Chairman,
Manfredi Catella, Ariela Caglio, Michel Vauclair,
Gabriele Bonfiglioli and Matteo Ravà.
The Company deemed it appropriate and necessary
to appoint Gabriele
Bonfiglioli
and
Matteo
Ravà to the Investment Committee, who were
partially seconded to the Company under the asset
management agreement with COIMA SGR. Their
roles are coordinators of the market, investment
management and the asset management areas
respectively, and to maintain in the Investment
Committee the collaboration of Michel Vauclair, a
former independent director of the Company and
member of the Investment Committee.
The Investment Committee is a consultative body
with the function of supporting investment and
divestment decisions by the Company’s Board of
Directors, which has the ultimate decision-making
power.
The Investment Committee carries out planning and
execution of real estate management and investment
decisions by defining the proposals relating to the
following matters as a result of an analysis process.
In particular:
examines any investment or disinvestment that the Company intends to execute
examines opportunities in the pipeline and approves spending budgets for the due diligence phase
monitor the progress of the analyses undertaken on the opportunities under consideration (pipeline) and
assess whether to proceed with the submission of non-binding offers
assesses in advance, by subsequent resolution of the Board of Directors, the following transactions:
•
new financing agreements or amendments to existing financing agreements
•
derivatives to hedge the interest rate risk on loans or assets and other liabilities held by the
Company
assesses lease contracts covering areas of more than 4,000 square meters of commercial areas or more
than 25% of the NRA (net rentable area) of a single building
ANNUAL REPORT 2021
63
In the event of a positive outcome, the investment or divestment
proposal, supported by the technical and financial documentation
collected and/or prepared during the preliminary phase, is
submitted to the Board of Directors for evaluation and resolution.
In the event of a favorable resolution by the Board of Directors,
the transaction is carried out.
In addition, the Investment Committee examines the risk reports
prepared by the Risk Manager, reporting the identified criticalities
to the Board of Directors and, if necessary, formulating proposals
regarding investment and risk management policies.
The meetings of the Investment Committee are also attended by
the Chief Financial Officer and the Investor Relations Director.
It is also possible to have employees of the Company and third
parties belonging to COIMA SGR, all of whom are highly
specialized in financial and real estate matters attend meetings
on specific issues.
During 2021, the Investment Committee played a very active
and intense role not only in terms of examining investment and
divestment proposals but also in balancing the quality of the
portfolio and the simultaneous reduction of risk, and creation
of real estate value through repositioning of real estate with
particular reference to Monterosa 93, Tocqueville and Deruta.
During 2021, and in line with the Company’s strategies, the
Committee expressed its support for the sale of the Sarca property,
a mature income property, which allowed an important return
to the Company and to create additional available resources
compared to the initial investment. With regard to investment
opportunities, the Committee has focused, as mentioned above,
its attention on the investment of the Company’s resources on
real estate already in the portfolio but always with an eye to any
opportunities on the market. In particular, in the last quarter
of the year, the Committee expressed a positive opinion on the
acquisition of the property located in Milan in via Pirelli 32. This
acquisition will be finalized during the first quarter of 2022.
Finally, the Investment Committee carefully monitored the
processes of relocation of some spaces and in general the
situation of the conductors and risks on the existing portfolio.
Luciano Gabriel
Chairman of the Investment
Committee, COIMA RES
Milan, Corso Como Place, interior
03
GOVERNANCE
64
REMUNERATION
COMMITTEE REPORT
The Remuneration Committee is composed of the Chairman of the Company
Massimo Capuano, Olivier Elamine and myself as Chairwoman.
The main activities of the Committee concern:
The Committee reports to the Company’s Shareholders
on its conduct when exercising its functions.
During 2021, the Committee focused its activities on
updating the remuneration policy, always taking into
account the alignment of management’s interests
with those of shareholders. Also, during the year, the
Committee focused its attention on the innovations
introduced by the new Corporate Governance Code,
adapting its procedures and processes. As part of these
activities, some internal benchmarking studies were
carried out on the remuneration of the Chairman of
the Board of Directors as well as on the remuneration
of the Independent Directors and the members of the
Board of Statutory Auditors in order to assess activities
carried out by these entities are in line with the
remuneration paid by other companies comparable to
COIMA RES in terms of size and complexity.
Finally, the Committee assessed the performance and
achievement of the objectives of the Chief Financial
Officer. Finally, the Committee analysed the impact
of the application of the new Corporate Governance
Code on its activities. The Committee did not use the
budget entrusted by the Board of Directors, equal to
Euro 20,000.
Alessandra Stabilini
Chairwoman of the Remuneration
Committee, COIMA RES
assist the Board of Directors in the elaboration of the remuneration policy;
submit proposals or deliver opinions on the remuneration of executive directors and other directors holding
particular positions and on the setting of performance targets related to the variable component of that
remuneration;
monitor the concrete application of the remuneration policy and verify, in particular, the effective achievement
of performance targets;
periodically assess the overall adequacy and consistency of the remuneration policy of directors and top
management; and
assists the Board of Directors in the investigation for the preparation of a succession plan of the executive
directors.
ANNUAL REPORT 2021
65
REMUNERATION
POLICY
The
Remuneration
Policy
aims
to
establish
guidelines
for
the
determination
of
the
remuneration of the members of the Board of
Directors of the Company and Executives with
strategic
responsibilities
(the
“
Recipients
”).
As of today, the policy does not apply to the Chief
Executive Officer as holder of specific agreements
made before the IPO and better detailed in the
“Report of remuneration Policy and remuneration
paid”.
The remuneration of the Recipients, in general
and except as indicated below, is divided between a
fixed and a variable component, suitably balanced
in relation to the Company’s strategic objectives
and risk management policy, also taking into
account the business sector in which it operates,
and the features of the business model adopted.
The policy adopted has the primary purpose of
ensuring that the Company has a compensation
system that is adequate and consistent with the
Company’s expected performance in the medium
to long term. In particular, the Company’s
Remuneration Policy is aimed at attracting,
retaining,
and
motivating
personnel,
and
is
consistent with the objectives outlined in the
corporate strategy through:
A correct balance between variable and fixed component
An adequate link between remuneration and individual performance
A performance evaluation system consistent with the defined risk profile
To this end, the Policy:
Is aimed at increasing transparency in terms of remuneration and the responsibility of the
Recipients in the management of the Company
Has the purpose of encouraging the Recipients to achieve the Company’s objectives without
encouraging the undertaking of inadequate risks
Provides that the remuneration attributed to the Recipients is proportionate to the role covered,
the delegated responsibilities and the skills and abilities demonstrated
Guarantees the alignment of the interests of the Recipients with those of the Company, with the
primary objective of creating value for the Company’s shareholders in the medium-long term
Is aimed at attracting, motivating and retaining people with the professional qualities required in
order to successfully manage the Company
03
GOVERNANCE
66
Provides that for directors who have been granted management powers or who perform, even if
only de facto functions relating to the management of the Company, as well as for managers with
strategic responsibilities, a significant part of their remuneration is linked to their performance
Defines a system of economic and non-economic criteria on which to base the achievement of the
objectives to which the attribution of part of the remuneration is linked
Establishes that the remuneration of non-executive directors shall be commensurate with the commitment
required of each, also in consideration of their possible participation in one or more committees
The Company reserves the right to evaluate the
adoption of further forms of medium-long term
incentives which, together with those already
adopted, could ensure the convergence of interests
between all the Recipients and the Company’s
performance in the medium-long term.
It should be noted that Manfredi Catella, founder and CEO of COIMA RES, has expressed his willingness to waive until
1 January 2025, the same fees due for the position of CEO, in line with the conduct held by the IPO to date. This waiver
is based on certain conditions which, as of today, are satisfied. For further information on the remuneration of the Chief
Executive Officer, please refer to the “Report on the remuneration policy and the remuneration paid” and to paragraph 6
of the notes to the financial statements.
Compensation for the year 2021
(EURO)
ROLE
FIXED
COMPENSATION
COMPENSATION
RELATED TO
COMMITTEES
VARIABLE
COMPENSATION
NON
MONETARY
BENEFITS
OTHER
EMOLUMENTS
TOTAL
COMPENSATION
FAIR VALUE OF
EQUITY
COMPENSATION
TERMINATION
INDEMNITY
MEMBERS OF THE BOARD OF DIRECTORS
Massimo
Capuano
Chairman
150,000
150,000
Feras Abdulaziz
Al Naama
Vice-Chairman
30,000
2,500
32,500
Manfredi
Catella
Chief Executive
Officer
100,000
10,000
110,000
591,274
Olivier
Elamine
Director
30,000
10,000
40,000
Luciano
Gabriel
Director
30,000
10,000
40,000
Alessandra
Stabilini
Director
31,171
10,390
41,562
Ariela
Caglio
Director
30,000
7,500
37,500
Antonella
Centra
Director
30,000
30,000
Paola
Bruno
Director
30,000
10,000
40,000
BOARD OF STATUTORY AUDITORS
Massimo
Laconca
Chairman
46,800
46,800
Milena
Livio
Auditor
31,200
31,200
Marco
Lori
Auditor
31,200
9,360
40,560
EXECUTIVES
N. 1 executive
154,055
95,238
8,018
257,311
OTHER COMPENSATION
Matteo Ravà
Key Managers
50,000
50,000
147,863
Gabriele
Bonfiglioli
Key Managers
50,000
50,000
147,863
ANNUAL REPORT 2021
67
CONTROL & RISK AND RELATED
PARTIES COMMITTEE REPORT
As Chairwoman, I believe
that the Control and Risks
Committee
has
carried
out its duties in terms of
evaluation of the adequacy
of the control systems and
in terms of management
of risks in their evolution and implementation. The
Board of Directors has identified in the Control and
Risks Committee, made up of non-executive and
independent directors, the competent committee
pursuant to the Related Party Procedure and has
attributed to the Control and Risks Committee the
role and responsibilities that, pursuant to the Related
Parties Policy, belong to the committees constituted, in
whole or in majority, by independent directors.
The Control and Risks Committee is composed of
three non-executive and independent directors, namely
the undersigned as Chairwoman, Luciano Gabriel and
Paola Bruno.
The role envisaged by version of the Corporate
Governance code applicable at the date of this
report, for the committee it is sensitive and provides in
particular for:
Assistance and support to the Board of Directors, ensuring the latter an adequate preliminary activity
in evaluations and decisions relating to the Company’s Internal Control and Risk Management System
(hereinafter “
SCIGR
”), and in those relating to the approval of periodic financial reports;
Expresses its opinion to the Board of Directors with regard to:
Define the guidelines of the internal control and risk management system in line with the Company’s
strategies and in the evaluation, at least annually, the adequacy of the same system in relation to the
characteristics of the undertaking and the risk profile taken, as well as its effectiveness
The appointment, dismissal and, consistent with company policies, the definition of the remuneration
of the person responsible for the Internal Audit function and the assessment of the adequacy of the
resources allocated to the latter for the performance of its tasks. If the Board of Directors decides
to entrust the function of Internal Audit, as a whole or for operational segments, to an entity outside
the Company, the Committee supports the Board in assessing that it has adequate professional
requirements, independence and organization as well as assessing the appropriateness of the
rationale for such a choice in the corporate governance report
Upon approval, at least annually, of the work plan prepared by the Head of the Internal Audit
Function, after consulting the Board of Statutory Auditors and the Director in charge of the Internal
Control and Risk Management System
03
GOVERNANCE
68
The Control and Risks Committee in assisting the Board of Directors:
Evaluates, together with the manager in charge of preparing the corporate accounting documents and after
consulting the statutory auditor and the Board of Statutory Auditors, the correct use of the accounting principles
and, in the case of groups, their homogeneity for the purposes of preparing the consolidated financial statements
Assess the suitability of periodic, financial and non-financial information to properly represent the Company’s
business model, strategies, the impact of its activity and performance, in coordination with the committee
provided for in Recommendation 1, lett. A) of the Corporate Governance Code, where established
Examine the content of the non-financial periodic information relevant to the internal control and risk
management system
Expresses opinions on specific aspects relating to the identification of the main business risks and support
the assessment and decision of the Board of Directors relating the management of risks arising from
prejudicial actions of which the latter has become aware
Examines the periodic reports concerning the assessment of the internal control and risk management
system and those of particular importance prepared by the Internal Audit function
Monitors the autonomy, adequacy, effectiveness and efficiency of the Internal Audit function
May ask the Internal Audit function to carry out checks on specific operational areas, giving simultaneous
communication to the Chairman of the Board of Statutory Auditors
Reports to the Board, at least every six months, in conjunction with the approval of the annual and half-
yearly financial report on the activity carried out, as well as on the adequacy of the internal control and
risk management system
To the assessment of the appropriateness of taking measures to ensure the effectiveness and
impartiality of judgment of the other business functions involved in the controls (such as risk
management and the control of legal risk and non-compliance) and the verification of the
adequacy of the skills and resources allocated to them
To the attribution to the Board of Statutory Auditors or to a specially constituted body of the
supervisory functions pursuant to art. 6, paragraph 1, lett. b) of Legislative Decree No. 231/2001
To the evaluation, after consulting the Board of Statutory Auditors, of the results presented by the
statutory auditor in any letter of suggestions and in the additional report addressed to the Board
of Statutory Auditors
The description, within the Corporate Governance Report, of the main characteristics of the
SCIGR and the methods of coordination between the subjects involved, expressing its assessment
on the adequacy of the same
ANNUAL REPORT 2021
69
The Control and Risk Committee reported on the
work of the Control and Risk Committee at the first
useful meeting of the Board of Directors.
The Control and Risks Committee, in its capacity as
Related Parties Committee, examined the transactions
with related parties carried out by the Company, noting
the Company’s interest in carrying out the transaction,
as well as the convenience and substantial correctness
of
the conditions of
the transaction, including the
help of opinions from external consultants.
The Committee, which met ten times during 2021,
always set itself with the aim of favoring a broad
and in-depth investigation in favor of the Board of
Directors in the interest of the Company and its
shareholders.
During 2021, the Committee has deployed Euro
6 thousand in its role as Related Party Committee
whilst it has not used its budget as attributed by the
Board of Directors.
During 2021, the Committee has:
Evaluated the adaptation of processes and procedures to the new Corporate Governance Code
Regulated the Committee’s Rules adapted to the new Corporate Governance Code
Evaluated transactions and contracts with related parties
Evaluated the periodic review of the contractual conditions with COIMA REM S.r.l. and expressed its
favorable opinion pursuant to the Related Party Procedure
Periodically examined the risk monitoring report
Periodically evaluated the adequacy of the internal control and risk management system
Evaluated the periodic financial reports and the separate and consolidated financial statements
Evaluation of the evolution of the organizational structure
Periodically evaluated the activities carried out by the control functions
Assessment of the activities of the supervisory body
Reviewed the update of the Company’s manual of procedures
Evaluated, together with the manager responsible for preparing the corporate accounting documents and
after consulting the statutory auditor and the board of statutory auditors, the correct use of the accounting
principles and, in the case of groups, their homogeneity for the purposes of preparing the consolidated
financial statements
Furthermore, upon requested by the Board of Directors,
it expresses a prior opinion on the transactions between
the Company and related parties, as defined by
International Accounting Standards (IAS) no. 24.
Alessandra Stabilini
Chairwoman of the Control and Risk
Committee, COIMA RES
03
GOVERNANCE
70
HOW WE MANAGE RISKS
Arranged bodies
The Control and Risks Committee is a body with advisory and propositional functions towards the Board
of Directors on issues relating to the assessment, orientation and adjustment of the internal control and
risk management system. In this context, the Committee:
CONTROL AND RISKS COMMITTEE
Supports the Board of Directors in defining guidelines for the internal control and risk management system
Expresses opinions on specific aspects related to the identification of the main business risks
Examines the work plans of the Control Functions as well as the related periodic reports, formulating any observations
and proposals to the Board of Directors on the same and expresses its opinion on the adequacy of the Company
Carries out coordination and liaison activities between the various control functions
Examines the periodic reporting of the control functions that are of particular importance in terms of the risks of
the Company’s typical business and its normal operations
It may require the Heads of the Control Functions to carry out checks and analyses on specific areas and/ or themes
Risk Management Function Internal Audit
Function
Director in charge of the internal control
and risk management system Managers
responsible for operational functions
IDENTIFICATION
EVALUATION AND
QUANTIFICATION
Risk function Management
Managers responsible for
operational functions
Control and Risks Committee
PHASES OF
THE RISK
MANAGEMENT
PROCESS
ANNUAL REPORT 2021
71
The Risk Management Function prepares a map
of the risks to which the Company is or could be
exposed to and continuously assesses the possible
emergence of new risks considering all relevant
elements of the reference context and the business,
such as:
The Risk Management Function exercises its activities to:
RISK MANAGEMENT FUNCTION
Develops and proposes to the Board the methodologies for measuring the risks to which the Company is exposed
Monitor the application of measures taken to address weaknesses in the risk management system
Periodically monitors the Company’s business and operational risks
Review investment/disinvestment transactions.
The lines of development and corporate objectives, the market context, possible changes in the Company’s
business and/or new opportunities
Expected evolution of the balance sheet and income statement aggregates
Information on the development of investments and other “company specific” information (e.g.
organizational structure, internal regulations, etc.)
Risk Management function
Director in charge of the internal
control system and risk management
Control and Risks Committee
MONITORING
REPORTING
Control and Risks Committee
Director in charge of the internal
control and risk management system
Board of Directors
Managers responsible for
operational functions
MITIGATION
ACTIONS
The Company’s risk map is periodically updated
and submitted for approval by the Control and
Risks Committee and, subsequently, by the Board of
Directors.
The structure of the Company’s risk map is inspired
by the best practices within the financial sector,
although not directly applicable to COIMA RES.
The risks exposed in the map also take into account
the investment strategy adopted by the Company
and its REIT status, from which constraints on the
nature of revenues and assets arise.
The Risk Manager is independent, both functionally and hierarchically, from the operating units and reports directly to the
Board of Directors.
03
GOVERNANCE
72
The Company continuously monitors the level of its liquidity based on detailed cash-
flow analyses and projections as well as through cash flow and ALM risk management
activities, utilizing among other tools scenario analyses and stress tests.
From the perspective of optimizing the financial and capital structure, the Company’s
objective is to maintain a stabilized leverage of less than 40% (LTV) in the medium
term. As part of the impact analysis of the Covid-19 emergency, the Company
conducts stress tests to assess full compliance with financial covenants, and the ability to
meet current financial commitments and those deriving from the planned capex plans.
On the basis of the results of the sensitivity analysis, the Company prepares, where
appropriate, optimization and strengthening interventions of the financial structure.
The risk of not being able to meet one’s payment
obligations due to:
- the inability to obtain funds in the market and
generate adequate operating cash flows (funding
liquidity risk);
- the inability to monetise one’s assets (market
liquidity risk).
Liquidity risk
RISKS
COIMA RES MITIGATION
The risk of losses is related to the fluctuation in the prices
of properties in the portfolio or in rental values resulting
from adverse changes of macroeconomic variables, the
local and international political context, the property
market, and/or the specific characteristics of the
properties owned by the Company and/or structural
changes in tenant habits.
This risk also includes the effects resulting from properties
in the portfolio that are vacant (vacancy risk) and
potential losses associated with investment in “value-
add” projects, in particular relating to restructuring or
refurbishment works of certain real estate assets.
Risk of losses
The Company’s investment strategy is focused on quality assets (real estate or fund
units) in large urban areas, specifically in Milan, which have demonstrated high income
features and good resilience during negative market cycles, partly due to a less volatile
level of demand compared with smaller assets located in secondary cities.
Regarding vacancy risk, the Company deals with long-term rental agreements with
adequate protection clauses. Tenant-specific asset management initiatives are designed
in order to understand the situation and needs of each tenant, and to identify and
address potential problems proactively.
In consideration of the health emergency resulting from the spread of the Covid-19
virus, the Company carefully assesses and monitors the impacts on property values by
conducting targeted stress tests, with particular reference to the most exposed hotel
and retail assets, which however constitute a very limited portion of the Company’s
portfolio. Based on the results of the analyses, also taking into account assessments
of the possible evolutions of the use of spaces as a result of the use of the so-called
“Smart-working”, the Company adapts, where appropriate, the management and
enhancement strategies of the properties to contain the impacts and mitigate the risk.
During the on-boarding phase, the Company analyses and continuously monitors the
risks of non-compliance of tenants and other significant counterparties (e.g. solvency
and creditworthiness analyses, analysis of the financial situation, references, prejudicial
and negative information, etc.), also resorting to external databases.
In this regard, the Company’s investment strategy favours reputable and well-
capitalized counterparties and those belonging to large international groups.
Taking into account the aforementioned high profile of tenants and the limited volume
of rents from tourist-accommodation and retail assets most exposed to the impacts
of the Covid-19 emergency (6% of the total), the credit risk is contained and, in any
case subject to careful analysis and monitoring. This is in order to prepare, where
necessary, timely actions to protect and mitigate the risk of default, taking into account
the existing contractual safeguards.
The risk of losses deriving from the default of
counterparties due to the deterioration of their
creditworthiness up to the extreme case of default,
with reference to:
- tenants;
- counterparties in real estate development
operations (builder, manager);
- counterparties in real estate transactions.
Credit and counterparty risk
The Company analyses and monitors this risk regularly and has also defined the limits
in its Articles of Association with regard to concentration of individual properties/
tenants. The Company’s strategy involves increasing the number of tenants and the
number of industrial sectors in which our tenants are active, in order to mitigate the
risks associated with excessive concentration.
The risk resulting from properties leased to individual
counterparties or groups of legally connected
counterparties, counterparties from the same
economic sector or which carry out the same activity
or are located in the same geographical area.
Concentration risk
The Company purchases hedging instruments or otherwise contractually fixes an
adequate amount of its floating rate exposure in order to reduce the impact of adverse
changes in interest rates.
The risk related to adverse changes in the rate curve
that change the current value of assets, liabilities and
their net value (ALM), and cash flows (assets and
liabilities) based on changes in interest expense (assets
and liabilities).
Interest rate risk
ANNUAL REPORT 2021
73
RISKS
COIMA RES MITIGATION
The risk of suffering losses resulting from the
inadequacy or malfunction of procedures, and
internal systems or external events. This risk includes
the risk of outsourcing, i.e. the operating losses arising
from the performance of the outsourced activities.
Operating risk
Operating risks are addressed by adopting adequate internal procedures and the
structuring of the internal control system on three levels:
- Level One: Scheduled checks carried out by the business units and staff functions;
- Level Two: Checks carried out by the Legal, Compliance and Risk Management functions;
- Level Three: Checks carried out by the internal audit function based on the Audit Plan.
In order to contain the operational impacts of the Covid-19 emergency, the Company
has prepared timely interventions to ensure the safety of personnel and workplaces,
prepare the carrying out of activities in smart-working mode and raise awareness among
staff on the adoption of safety measures and social distancing even outside the workplace.
These interventions are aimed at limiting the risk of contagion without compromising
the efficiency and effectiveness of the activities since the entry into force of the first
restrictive containment measures (March 2020). Accurate protocols to prevent the risk of
contagion were introduced in the buildings managed by the Company and in the work
sites, in full compliance and in compliance with current legislation, and interventions to
implement the requests of the tenants and adapt, where appropriate and permitted, the
policies property insurance.
Reputational risk, like operating risk, is mitigated by adopting an adequate organizational and
control structure, consistent with international best-practices. We also mitigate reputational
risk by putting in place stringent and specific procedures such as supervising external
communication, overseeing interaction with stakeholders (e.g. governmental authorities) and
monitoring contact with investors (e.g. complaint management).
The Company pays particular attention to full and continuous compliance with the ESG
Standards and considers sustainability as an integral part of its business by aiming to create
a quality real estate asset, with sustainable long-term growth, preferring properties with
potential for appreciation in the time. In this context, during 2017, the Company contributed
to the creation of a “Think Tank” in collaboration with 5 of the most important listed real
estate companies operating in Europe, whose activities are concentrated on the discussion of
issues related to sustainability and innovation. The environmental performance of the asset
portfolio, and the social and governance performance of the Company are subject to stable
monitoring and adequate disclosure to stakeholders.
The current or future risk of a fall in profits or
capital, resulting from a negative perception of the
Company’s image by customers, counterparties,
shareholders, investors, internal resources or the
Regulatory Authorities.
These risks also refer to potential value losses for
shareholders deriving from inadequate management
and control of environmental, social and governance
standards (so-called “ESG factors”) connected to the
activities carried out by the Company.
Reputational risk
In addition to a comprehensive strategic planning and evaluation process for
analysis of investments, strategic risk is mitigated by the high level of experience and
professionalism of Company management, with regard to the real estate market,
operational/financial management, and internal controls. To support the strategic
planning process, the Company uses, among other things, market analysis to monitor
the evolution of the demand for office space and identify the factors affecting its
performance. This also in consideration of the effects of the use of smart-working as a
consequence of the pandemic in progress.
Pure risk and business risk; this consists of the current
or prospective risk of a fall in profits or capital,
resulting from changes in the operating environment
or from incorrect corporate decisions, inadequate
implementation of decisions, poor reaction to changes
in the competitive environment, customer behaviour or
technological developments.
Strategic risk
Sustainability risks are assessed both by the Risk Management function and by the
“Sustainable Innovation Committee” or SIC. The SIC is a committee operating
within the COIMA platform with the aim of promoting, managing and guiding the
integration of best practices of sustainability and innovation in all business areas.
Alla luce delle novità introdotte dal Regolamento
delegato (UE) 2021/1255, che modifica il Regolamento
delegato (UE) 231/2013 e della crescente attenzione
da parte degli investitori ai temi legati agli aspetti ESG
(Environment, Social and Governance), è diventato
necessario tenere conto anche dei rischi legati alla
sostenibilità degli investimenti in termini ambientali,
sociali e di governance.
Rischio di sostenibilità
The Company continuously monitors the risk of non-compliance with current
legislation and compliance requirements. Our compliance checks include asset and
profit tests to ensure that legal requirements, necessary to maintain the REIT status are
met now and, in the future, as indicated in the Articles of Association.
The risk of changes in performance due to changes in
the legislative framework or violations of the regulations
to which the Company is subject.
Legal and compliance risk
Other financial risks not associated with real estate
assets such as, for example, counterparty risks and/
or other market risks on any financial instruments in
the portfolio.
Other financial risks
The strategy currently adopted by the Company involves a limited investment in assets
other than real estate assets except for treasury bills and instruments needed to hedge
interest rate risk; this also takes into account statutory restrictions related to the REIT status
to which we are subject. Exposure to any financial risks, not connected with real estate
assets, is subject to periodic monitoring and is also mitigated through our use of reputable
and well-capitalized banking counterparties.
03
GOVERNANCE
74
Milan, COIMA Headquarters, interior
ANNUAL REPORT 2021
75
The
RM
Function
adopts
a
risk
analysis
methodology that allows the risk profile of
each asset directly and indirectly owned (“ARA
Model”) and of the Company as a whole (“SIIQ
Model”) to be analyzed, monitored and measured
on a half-yearly basis. The risk analysis models
adopted allow to identify, through the quantitative
elaboration of a Risk Rating, a risk class and to
monitor its evolution over time. The methodology
adopted is mainly quantitative and is based on
the analysis of six risk factors
1
(Market Risk,
Credit Risk, Liquidity Risk, Counterparty Risk,
Sustainability Risk and Operational Risk) and a
specific risk of a residual and qualitative nature.
The Risk Assessment activity conducted at June
30
th
2021 through the SIIQ Model (then at the
Company level) revealed a risk equal to “Medium-
Low”
2
with a
score
of 4.2.
The Risk Management Model
1 S
TARTING
FROM
THE
RI
SK
A
SSESSMENT
ACTIVITY
AT
D
ECEMBER
31
ST
, 2021,
WHICH
WILL
BE
CONDUCTED
IN
M
AY
2022,
THE
S
USTAINABILITY
R
ISK
WILL
ALSO
BE
CONSIDERED
,
IN
THE
LIGHT
OF
THE
INNOVATIONS
INTRODUCED
BY
TH
D
ELEGATED
R
EGULATION
(EU)
2021/1255,
AMENDING
THE
D
ELEGATED
R
EGULATION
(EU) 231/2013. T
HE
ARA
M
ODEL
WILL
CONSIDER
THE
E
NVIRONMENTAL
AND
S
OCIAL
FACTORS
(
RELATED
TO
THE
ENVIRONMENTAL
AND
SOCIAL
),
WHILE
THE
SIIQ M
ODEL
WILL
ALSO
TAKE
INTO
ACCOUNT
THE
G
OVERNANCE
FACTOR
.
2 T
HE
RISK
CLASSES
OF
THE
ADOPTED
MODELS
ARE
7, “
VERY
LOW
”, “
LOW
”, “
MEDIUM
-
LOW
”, “
MEDIUM
”, “
MEDIUM
-
HIGH
”, “
HIGH
”
AND
“
VERY
-
HIGH
”.
04
SUSTAINABILITY
76
78
Market context
80
Stakeholders and materiality
84
Integrating sustainability into the business model
86
Sustainability of buildings
104
Human resources development
106
Inclusive and sustainable communities
108
EPRA Tables
112
GRI disclosure
116
Methodological note
119
Audit firm report
04
Sustainability
ANNUAL REPORT 2021
77
04
SUSTAINABILITY
78
MARKET
CONTEXT
Real estate has been identified by the EU Taxonomy
as one of the sectors capable of enabling the transition
to a sustainable development model and an economic
system no longer dependent on fossil fuels.
As also highlighted by the National Strategy for
the Circular Economy drafted by the Ministry of
Ecological Transition in September 2021, real
estate construction and management is responsible
for 50% of material extraction and 35% of waste in
the EU, as well as 36% of greenhouse gas emissions.
Aware of its impacts and driven by the regulatory
changes introduced by the Green Deal, which
aims
to
create
a
virtuous
circle
between
investment demand and sustainability, the sector
has embarked on a phase of profound evolution
centred on the implementation of environmental
and social sustainability policies and practices.
At EU level, historic steps are being taken to
steer the path towards the decarbonisation of the
economic system, starting with the 2050 climate
neutrality target and, among others, reducing social
inequalities and promoting equal opportunities.
From a regulatory point of view, there are two
main pillars: the EU Taxonomy (EU Regulation
2020/852) and the Sustainable Finance Disclosure
Regulation (EU Regulation 2019/2088).
On the one hand, the EU Taxonomy offers a
classification system aimed at providing investors
with a clear framework for economic activities that,
by meeting CO
2
criteria, can be considered truly
sustainable - including the entire real estate value
chain. Approved in 2020, the EU Taxonomy and
climate change adaptation and mitigation will fully
enter into force on
January 1
st
, 2022.
During 2022, the European Commission will complete
the taxonomy architecture with the publication of the
remaining delegated acts relating to the objectives
of sustainable use and protection of water and
marine resources, transition to a circular economy,
prevention and control of pollution, and protection
and restoration of biodiversity and ecosystems.
On the other hand, the Implementing Regulation
2019/2088 of the European Parliament and of the
Council ("SFDR") became operational in March
2021 which introduces the requirement for greater
information transparency within the financial
markets on the environmental and social impact
of the investment products involved. The focus
of the legislation is to broaden and standardize
the information provided to investors on financial
products, providing rules for the classification of
financial products according to types and metrics
that allow to evaluate their ESG impacts.
At the same time, the multiple trends of change,
some
of
them
amplified
by
the
Covid-19
pandemic, make the demand of the end users of
the real estate product increasingly complex and
advanced. This consolidates the flexible way of
working and increases the number of virtual and
physical connections between cities, which are
becoming closer and closer to each other.
The point of attention is no longer the individual
building, but the city itself as an ecosystem
integrating public sphere, infrastructure, physical
and digital connectivity.
Along these lines, the PNRR (National Recovery
and Resilience Plan) prepared by Italy to relaunch
its economy after the Covid-19 pandemic, aimed
at enabling and guiding the country’s green and
digital development, allocates resources totalling
more than 54 billion euros to urban regeneration,
ANNUAL REPORT 2021
79
considering the six missions defined by the Plan:
it is therefore a systemic intervention that acts as
a driving force for a profound change in the cities
we live in.
Overall, the effort to respond and adapt to
regulatory, economic and social changes has
ushered in a moment of transformation that has
begun everywhere, but in cities like Milan it is even
more evident, promoting a virtuous circle that
encourages all market players - from investors to
developers, from managers to users - to research
and implement sustainable solutions that adapt and
respond to the interests of the community.
Milan, Porta Nuova
04
SUSTAINABILITY
80
STAKEHOLDERS
AND MATERIALITY
COIMA’s ambition is not only to be part of, but to
lead the transition, interpreting at best the trends of
change and the issues that represent them.
COIMA RES’s business model continues to evolve
in order to proactively respond to the main market
dynamics, always taking sustainability as the key
to understanding how to do business, through the
all-round integration of environmental, social and
governance (ESG) aspects.
From this perspective, the materiality matrix
represents
a
snapshot
of
the
most
relevant
sustainability issues relevant issues for stakeholders
and for the impacts as regards the impacts generated
by COIMA’s activities.
Updating the matrix is therefore a fundamental step
in maintaining a clear vision of the priority areas
within which to develop sustainability strategies and
actions, with a view to both opportunities and risk
management. developing sustainability strategies
and actions, with a view to both opportunities and
risk management.
Also this year, the evolution of the reference
scenario has guided COIMA in the updating of
material issues: the update stems from a sectoral,
regulatory and market analysis, in line with the
priorities identified by COIMA and its stakeholders.
As anticipated, there has been an acceleration
of action to combat climate change, together
with the consolidation phenomena related to the
Covid-19 pandemic, including the spread of remote
working mode the acceleration in the use of digital
technologies, the change in ways of living the city
and the spaces.
In the course of 2021 the material themes were
standardised at COIMA platform level. These
are themes to which the company has dedicated
reflection
and
in-depth
analysis,
discussing
and comparing notes with its with its reference
stakeholders. From this reflection with respect to
the material issues reported in the Sustainability
Section 2020, two new environmental issues were
introduced environmental issues, such as "Protection
and preservation of ecosystems" and "Resource
efficiency and circularity and circularity", as well as a
new social theme, "Development and enhancement
of human capital".
Finally, there was a desire to focus not only on asset
quality but also on the quality of assets, but also on
the involvement of tenants and the local community:
for this reason the theme "Quality of urban life" has
been renamed and given the and connotation of
"Inclusive and sustainable communities".
ANNUAL REPORT 2021
81
A DAY OF DISCUSSION AND DEBATE: THE TENTH EDITION OF THE COIMA REAL ESTATE FORUM
CONSTRUCTION
COMPANIES
SHAREHOLDERS
LOCAL
INSTITUTIONS
DESIGNERS
MAINTENANCE
SERVICES PROVIDERS
DIPENDENTI
SERVICE
PROVIDERS
TENANTS
PARTNER
INVESTORS
LOCAL
COMMUNITIES
FINANCING
BANKS
COIMA stakeholders’ map
With the 2021 edition, the annual appointment of COIMA Real Estate Forum has
turned ten: it is a moment of confrontation organized by COIMA platform, to reflect
together with financial, institutional and industry stakeholders on the status and prospects
of the Italian real estate market.
This year the debate was even more focused on the most topical issues affecting the sector:
sustainable urban regeneration, the National Recovery and Resilience Plan, real estate as
a driver of the Italian economic recovery, opportunities, challenges and best practices in
sustainable real estate investments.
The Forum was attended by over 500 streaming operators, representing approximately 60
leading Italian and international institutional investors from Asia, America, Canada, the
Middle East, Europe and Italy.
04
SUSTAINABILITY
82
The material topics of the COIMA platform
PERCEPTION OF THE TOPIC
MATERIAL TOPICS 2021
COIMA’S ANSWERS
COIMA considers these aspects
at all stages of its value chain.
COIMA has continued to provide
support to its tenants to manage
the various phases of the health
emergency, in order to ensure safe
access to the buildings, with particular
attention to the case where they are
rented to several tenants.
HEALTH, SAFETY
AND WELL-BEING
OF PEOPLE
The pandemic brought health and
mental and physical wellbeing to
the fore as fundamental conditions
for the full expression of all
economic and social activities.
COIMA adopts an investment
strategy that privileges quality
properties, which meet the highest
environmental standards, or which
have a potential for enhancement
through redevelopment, with
particular reference to the reduction
of energy consumption and
consequent CO
2
emissions.
ENERGY
EFFICIENCY AND
DECARBONISATION
Institutions are placing the
decarbonisation of the system at the
heart of sustainable development
policies. Substantial financial
resources are being mobilised
around this pillar, as well as the
interest of investors who are more
sensitive to a proper appreciation of
climate risk.
The global commitment to
reducing pressure on the
environmental system also
embraces, first and foremost,
the protection of eco-systems
and the specific biodiversity that
characterises each of them.
COIMA pays particular attention, along
the entire value chain, from the design
to the management of the buildings,
to preserving the urban eco-systems
in which the buildings are embedded,
protecting their biodiversity and specific
features. Moreover, wherever possible, it
integrates biophilic design principles and
the promotion of green spaces into the
buildings themselves.
PROTECTION AND
PRESERVATION OF
ECOSYSTEMS
COIMA integrates in its development
process an economic circularity
approach from the design phase
(design for disassembly) to the
construction of the buildings (reuse
and recycling of materials).
The real estate sector is one of the
main users of raw materials and the
main contributor to waste generation.
The relevance of this issue underlines
the obvious inefficiency of the
production chain when based on a
linear economy model.
RESOURCE
EFFICIENCY AND
CIRCULARITY
ANNUAL REPORT 2021
83
PERCEPTION OF THE TOPIC
MATERIAL TOPICS 2021
COIMA’S ANSWERS
COIMA applies best practices in
corporate governance and reports
annually on its ESG performance,
according to the most widespread
industry standards and being
a forerunner in implementing
the latest ESG guidelines and
regulations.
TRANSPARENCY
AND GOVERNANCE
The market and investors demand
guarantees of transparency
in corporate management
and reporting and increasing
participation in decision-making
processes.
COIMA has integrated skills and
processes
processes aimed at developing
innovative and quality products. It
periodically verifies the satisfaction and
needs of its tenants and is committed
to actively participating in national
and international discussion forums
and international comparison forums to
anticipate future trends in the sector.
INNOVATION
Innovation is the condition underlying
the ability to attract and retain tenants
and to develop real estate products that
can maintain their value over time.
COIMA has always been committed
to enhancing the value of its
employees and their integration into
the corporate organisational culture,
promoting and supporting their
diversity, skills and interests.
Human capital is the main
resource that guarantees the
level of quality, innovation
and competitiveness in the
market. A stimulating working
environment, where people’s merit
is recognised and valued, is the
starting point for the company’s
development and success.
DEVELOPMENT AND
ENHANCEMENT OF
HUMAN CAPITAL
COIMA works to promote and
implement development projects
characterised by an integrated vision,
with the aim of impacting on the
regeneration of the urban fabric,
creating and enabling inclusive
communities that can improve the
quality of life of those who live in and
use them.
The way in which buildings are
designed and integrated into the
urban fabric, resulting in new
centres of aggregation and even
development, has a direct impact
on how inhabitants live, work and
use the services offered by the city.
INCLUSIVE AND
SUSTAINABLE
COMMUNITIES
04
SUSTAINABILITY
84
INTEGRATING SUSTAINABILITY
INTO THE BUSINESS MODEL
Innovation
and
sustainability
have
always
distinguished the way the entire COIMA platform
operates, representing the essential identity factors
with which it intends to maintain leadership and
competitiveness on the market.
The first cornerstone and inalienable condition
of COIMA’s approach to sustainability is conduct
in accordance with ethics and standards, and the
balancing of legitimate interests with stakeholder
expectations.
For
this
reason,
COIMA
has
adopted a Code of Ethics, which applies to all
the companies in the platform, and which sets
out the highest principles, commitments and
responsibilities that employees and collaborators
are required to observe in the conduct of their
activities. Furthermore, COIMA RES maintains
a corporate governance system that is in line with
the requirements of Italian listed companies and
with international best practices, as well as an
organisation, control and risk management model
that is appropriate to the profile of the company’s
activities. In the context of good governance
practices
and
adherence
to
the
Corporate
Governance Code, COIMA RES carried out the
triennial self-assessment process during 2021.
COIMA RES sustainability strategy is integrated
into the business model through an agenda
established
by
senior
management
and
the
Company’s Board of Directors, which outlines
specific objectives and actions to achieve them.
The objectives are updated annually on the basis
of the results achieved and the evolution of the
external and internal context.
The COIMA RES agenda contributes to the
broader development strategy of the COIMA
platform. Coordination of sustainability action at
platform level is promoted and monitored by the
Sustainable Innovation Committee (SIC), which
became in April 2021 a committee of a technical
advisory nature established by the Board of
Directors of COIMA SGR. The SIC is currently
composed of three members, from the various
entities of the COIMA platform, and meets
monthly in two meetings, the first internal and the
second one involving the whole management.
Sustainability agenda 2020-2023
During 2021, COIMA RES revisited its sustainability
objectives in detail with the aim of making them
more specific and concrete. The table below shows
the objectives that COIMA RES intends to pursue
in the three years to come, as well as the state of
completion of the objectives reported for 2020.
During the year an important milestone was reached
with the implementation of the decarbonisation
plan. At the same time, COIMA RES continued
its efforts in relation to tenant involvement and the
development of buildings in compliance with LEED
and WELL certifications.
With regard to building certifications, no new
construction sites were launched during the
year; however, the construction phase started on
Monterosa at the beginning of 2022 following the
release of space. This phase is also expected to start
on Deruta and Tocqueville as soon as the spaces
are released.
ANNUAL REPORT 2021
85
ESG
AREA
OBJECTIVE
TIMEFRAME
COMMENTS
PROGRESS
E
Portfolio
decarbonisation
Reducing emissions
and portfolio
consumption
2021
Analysis of the environmental
performance of buildings, technical
and economic assessment of possible
areas of improvement in relation to EU
decarbonisation targets.
Completed
2021-22
Defining the decarbonisation plan for
the portfolio.
Completed
From 2022
Monitoring and reporting on the
results obtained.
To be started
Buildings’
certification
Application of
sustainability
certifications in
portfolio properties.
Timing linked
to the actual
renovation
process of the
buildings
Application of LEED and WELL
sustainability certifications in
buildings undergoing redevelopment
or new construction.
Ongoing
S
Stakeholder
involvement
Reducing
consumption and
emissions
2021-2022
Meetings with key tenants of the
properties to analyse the ESG
performance of the properties and
identify potential interventions to
reduce environmental impacts
Ongoing
Investor Relations
2023
Increase engagement with investors
on ESG issues through seminars and
events
To be started
Local community
engagement
2023
Development of partnerships and
initiatives to involve local communities
where the company operates through
its investments
To be started
G
Transparency in
governance
Annual Report,
sustainability and
Corporate
Governance Report
September 2022
Maintain EPRA’s Gold Award for
financial and sustainability reporting
for the year 2021
Ongoing
2023
Application of TCFD
recommendations in annual reporting
To be started
2024
Development of the COIMA RES
Integrated Report
To be started
ESG Financing
Timeframe
linked to funding
needs
Development of sustainable financing
aligned to the European Taxonomy
Ongoing
ESG Risk
integration
2022
Integration of ESG risks into COIMA
RES' traditional risk universe
Ongoing
04
SUSTAINABILITY
86
SUSTAINABILITY
OF BUILDINGS
COIMA RES’s investment choices favour properties
capable of achieving immediately high energy and
environmental performance, thanks to their design
and construction characteristics, or subsequently,
through targeted renovation work, also proven by
obtaining certifications based on internationally
recognised standards, first among which is LEED
certification. From a ‘social’ point of view “on
the other hand, COIMA RES’ commitment is
expressed in the RES commitment is to create
spaces that prioritise health and safety health and
safety, the healthiness of the environment, the well-
being healthiness, well-being and services offered to
the employees’ tenants occupying the buildings. As
with environmental performance, these standards
are recognised by certifications at international level,
including the WELL certification.
Already in the due diligence phase, the sustainability
characteristics, including any opportunities for
enhancement, are verified and assessed through
the application of the “Sustainability Acquisition
Checklist” and the COIMA Charter (an ESG
investment
assessment
system
that
evaluates
possible areas of improvement by defining a
numerical rating of the “as-is” starting condition
and the “target” scenario).
To date, about 66%
1
of the property portfolio is
made up of newly constructed or recently refurbished
buildings certified according to the various LEED
protocol levels. This percentage includes the Corso
Como Place project which, together with the Pavilion
building, is a candidate for LEED & WELL For
Community certification. Most of the steps to achieve
LEED certification were taken in 2021, although
formally it will be achieved in 2022. A further 26%
of the value of the portfolio will be certified after
redevelopment works that will be carried out in the
coming years. In particular, in addition to LEED
certification, two buildings are WELL pre-certified
and a further two are WiredScore pre-certified,
underlining
not
only
the
high
environmental
performance of COIMA RES properties, but also
their social and innovation performance.
The remaining 8% are buildings that do not qualify
for this type of certification (bank branches).
Creating environmental and social value with investments
In the environmental sphere, COIMA’s strategic
objective is to reduce the carbon footprint of its
portfolio, in line with the decarbonisation objectives
set by scenarios developed at European level.
Starting from an in-depth study of the emissions of
its properties and the projections to 2050 of their
performance in relation to the Paris objectives,
COIMA RES has structured an organic plan, built
by comparing the effectiveness and efficiency of
different decarbonisation strategies.
Decarbonisation strategies and pathways
1 T
HE
PERCENTAGE
OF
CERTIFIED
PROPERTIES
IN
THE
PORTFOLIO
IS
CALCULATED
ON
THE
GAV
AS
OF
31.12.2021.
ANNUAL REPORT 2021
87
The analysis was developed considering two scenarios:
The study made it possible to estimate and analyse the emissions profile that the portfolio will undergo thanks to
the contribution of the investments currently planned.
the “do nothing” scenario
, which projects constant 2019 consumption into the future
1
, without
considering any type of efficiency improvement, redevelopment or change in the consistency of the buildings.
the “stabilized” scenario
, which incorporates the investments and disinvestments currently
planned. In this case, the acquisition of the Gioia 22 building, the sale of Sarca 235 and the investments
in the redevelopment of the buildings in Corso Como Place, Monte Rosa, Tocqueville and Deruta planned
for the next few years were taken into account.
1 T
HE
CONSTANT
CONSUMPTION
PROJECTION
WAS
BASED
ON
CONSUMPTION
IN
2019,
THE
LAST
YEAR
OF
“
NORMAL
”
OPERATION
BEFORE
THE
IMPACT
OF
COVID-19
ON
THE
OPERATING
PROFILE
OF
THE
BUILDINGS
.
Monte Rosa
REDUCTION
-22%
REDUCTION
-76%
REDUCTION
-60%
49
kgCO
2
e/m
2
/yr
CURRENT BUILDING
OPERATIONAL EMISSIONS
103
kgCO
2
e/m
2
/yr
CURRENT BUILDING
OPERATIONAL EMISSIONS
101
kgCO
2
e/m
2
/yr
CURRENT BUILDING
OPERATIONAL EMISSIONS
40
kgCO
2
e/m
2
/yr
TARGET OPERATIONAL EMISSIONS
AFTER UPGRADING
TARGET OPERATIONAL EMISSIONS
AFTER UPGRADING
25
kgCO
2
e/m
2
/yr
TARGET OPERATIONAL EMISSIONS
AFTER UPGRADING
40
kgCO
2
e/m
2
/yr
Tocqueville
Deruta
04
SUSTAINABILITY
88
PROPERTIES
CURRENTLY IN
THE PORTFOLIO
AND CERTIFIED
VODAFONE COMPLEX
GIOIAOTTO
Certification:
LEED Silver
Certification:
LEED Platinum
Considering the current investments that foresee
an expansion in terms of area of COIMA RES’
portfolio of about 26%, the portfolio will see a
reduction in emission intensity of about 29%, with
a total net reduction of about 7%.
PORTFOLIO @ 2019
STABILIZED @ 2025-26
CHANGE
TOTAL PORTFOLIO AREA
[m
2
GBA]
2
PORTFOLIO CARBON
INTENSITY
TOTAL PORTFOLIO
CARBON EMISSION
170,000
m
2
70.5
kgCO
2
/m
2
/yr
11,700
tCO
2
/yr
215,000
m
2
49.8
kgCO
2
/m
2
/yr
10,900
tCO
2
/yr
+26%
-29%
-7%
2 R
OUNDED
AREA
VALUES
CALCULATED
ACCORDING
TO
IPMS2 (I
NTERNATIONAL
P
ROPERTY
M
ANAGEMENT
S
TANDARD
).
ANNUAL REPORT 2021
89
MICROSOFT
Certification:
LEED Gold
PAVILION
Certification:
LEED Gold
CORSO COMO PLACE
Certification:
LEED Gold, WELL Gold, Cradle to Cradle,
Nearly Zero Energy Building, WiredScore
A NEW FINANCING ALIGNED TO THE EU TAXONOMY
This year COIMA RES entered into a new financing agreement with Crédit Agricole
Corporate and Investment Bank (Agent), BNP Paribas, ING Bank and UniCredit:
the transaction, concluded in December, amounts to a total of €165 million, aimed
at refinancing the real estate portfolio (for an amount of €120 million), and granting
a new line to support the capex plans for the Monterosa, Tocqueville and Deruta
properties (for an amount of €45 million). This is the first financing finalised
by COIMA RES that integrates as a characterising factor the alignment with the
European Taxonomy of sustainable economic activities and one of the first in Italy,
and this has been possible thanks to the high quality of design and sustainability of
the Company’s portfolio.
The sustainability objectives established, in terms of
energy efficiency and containment of
emissions, have made it possible to obtain favourable financing conditions, significantly
below current market levels, with a further reduction in the cost of financing expected
upon completion of the requalification and marketing activities.
04
SUSTAINABILITY
90
For the properties in its portfolio, COIMA operates
through
redevelopment
interventions
that
are
developed around three fundamental pillars energy
efficiency and decarbonisation, resilient and flexible
spaces, and occupant health and well-being.
A clear example of this holistic approach is Corso
Como Place.
Real Estate property value creation
Milan, Corso Como Place
THE VALORISATION
OF A PROPERTY:
THE CASE OF CORSO COMO PLACE
CASE STUDY
Corso Como Place is a real estate complex located
in the epicenter of the urban evolution of Porta
Nuova, between Piazza Gae Aulenti, Fondazione
Feltrinelli and Corso Como. The complex saw the
complete regeneration of the former Unilever tower
building, and the ongoing construction of a new
building of over 4,000 square meters that will host
commercial and tertiary functions - the Podium. The
surrounding public space, which serves as a link
with the pedestrian area, has also been completely
redeveloped for a better use of the entire area.
Corso Como Place is the first office complex in Milan
to obtain, in February 2022, the WELL Building
Certificate, a standard that assesses how buildings
positively affect the health of the people who live
in them, based on the criteria of psychophysical
wellbeing, comfort, movement and quality of light,
food, water and air. The buildings are equipped
with smart building systems through the widespread
use of Internet of Things (IoT) technologies: thanks
to the integration of sensors and data management
and analysis systems, Corso Como Place is in fact
an intelligent architecture that actively supports
the processes of work and use of spaces, ready to
respond to the evolving needs of the occupants.
The buildings are in line with the Nearly Zero
Energy Building standard, thanks to high energy
performance and minimisation of emissions: 65% of
the buildings are powered by renewable sources,
with over 1,000 integrated photovoltaic modules.
The design, organisational, technological and
material choices also guarantee LEED Gold
certification in the development phase. Finally,
the entire complex was designed according to the
Cradle to Cradle protocol, which introduces circular
economy criteria in the choice of materials and
implementation of processes.
Through dynamic simulation tools of the building’s
energy performance, it was possible to evaluate
the positioning of the buildings in relation to the
decarbonisation objectives of the European Union.
Thanks to the sustainability measures that have been
integrated into the buildings from the earliest design
stage, the results of the simulations show emissions
that are around 50% lower than the current limit
defined by the European Union.
91
65.2
CARBON INTENSITY LIMIT 2021
kgCO
2
e/m
2
/year
ESTIMATED CARBON INTENSITY
OF BUILDING A AND BUILDING C
RESPECTIVELY (2019)
kgCO
2
e/m
2
/year
46.1
36.1
and
04
SUSTAINABILITY
92
Milan, Corso Como Place
CASE STUDY
STRANDING DIAGRAM 2°C – BUILDING A
0
10
20
30
40
50
60
70
80
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
2047
2048
2049
2050
GHG intensity (kgCO
2
e/m
2
/year)
Year
Year
STRANDING DIAGRAM 2°C – BUILDING C
0
10
20
30
40
50
60
70
80
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
2047
2048
2049
2050
GHG intensity (kgCO
2
e/m
2
/year)
93
EXCESS EMISSIONS
STRANDING EVENT
Decarbonization target
Climate and grid corrected asset performance
Baseline asset performance
Decarbonization target
Climate and grid corrected asset performance
Baseline asset performance
04
SUSTAINABILITY
94
CASE STUDY – SARCA DISPOSAL
COIMA RES completed the sale of the office building at 235 Viale Sarca in Milan,
in the Bicocca district, earning €82.5 million. The building was purchased from a
leading local investor and secured a 36% premium over the 2019 acquisition price.
Numbers that clearly show the financial return associated with managing a building
with high performance in terms of sustainability. Sarca 235, in particular, had
been entirely renovated in 2017 along the design lines of the Alessandro Scandurra
architecture studio, and is LEED Platinum certified.
The property, with a size of 17,661 sqm, is currently fully leased to several
international tenants, including Philips and Signify, and is characterised by an average
remaining lease term of approximately 5 years.
The sale of the Sarca property is in line with COIMA RES’ strategy of portfolio
rotation (particularly with regard to mature, non-core and non-strategic properties)
aimed at crystallising performance and freeing up capital for new investments, both in
terms of property acquisitions on the market and in terms of restructuring properties
already in the portfolio.
Milan, Sarca
ANNUAL REPORT 2021
95
The environmental performance of buildings
With regard to greenhouse gas emissions, 24%
of these are attributable to the property (Scope
1 and 2), while the remaining 76% are directly
attributable to the tenants (Scope 3). COIMA
RES has limited control over the latter portion
of emissions: it is therefore clear that the
reduction of the carbon footprint also involves
the tenants themselves, in order to rationalise
energy consumption and encourage the purchase
of energy from renewable sources. This is an
awareness that COIMA RES has already taken
on board and on which it is concentrating its
efforts, starting with the involvement of tenants in
the collection and sharing of energy consumption
data, necessary to obtain a complete overview of
property emissions: also for this year, the estimate
of data not received is limited to 8% of total
emissions.
Overview of the energy and GHG intensity of the
COIMA RES portfolio
ENERGY INTENSITY
2021
2020
Total portfolio (pro-quota)
0
100
50
150
250
350
450
200
300
400
500
Total portfolio (pro-quota,
like for like basis)
Deruta
C1 - Vodafone Village
Tocqueville
Bonnet - Building B
IBM Studios
Microsoft HQ
C - Vodafone Village
Gioiaotto
Monte Rosa
Bonnet C
Bonnet A
Deutsche Bank branches
B - Vodafone Village
kWh / mq per year
The portfolio’s energy mix is mainly associated with
electricity consumption (72% in 2021), more than
half of which, 65% of the total, comes from certified
renewable sources.
The Like for Like figure, which compares the same
portfolio to the previous year, shows a 9% decrease
in electricity consumption. In interpreting the figure,
it should be borne in mind that 2021 was also a year
marked by abnormal office and retail operations,
still due to extensive use of
smart-working
and travel
restrictions, albeit without prolonged restrictive
measures as in 2020. In fact, much of the decrease
in consumption is attributable to tenants’ habits, a
04
SUSTAINABILITY
96
CARBON INTENSITY PORTFOLIO
2021
2020
Kg CO
2
eq / mq per year
0
20
40
60
80
100
120
Total portfolio (pro-quota)
Total portfolio (pro-quota,
like for like basis)
Deruta
C1 - Vodafone Village
Tocqueville
Bonnet - Building B
IBM Studios
Microsoft HQ
C - Vodafone Village
Gioiaotto
Monte Rosa
Bonnet C
Bonnet A
Deutsche Bank branches
B - Vodafone Village
sign of their increased sensitivity to environmental
issues and greater efficiency and planning in the
management of their spaces.
Reinforcing this interpretation, we note that thermal
consumption linked to district heating and cooling
has increased by 7% compared to 2020, although it
is limited to 5% of the portfolio’s energy mix.
The remaining 23% of the portfolio’s energy mix is
associated with the use of fossil fuels, mainly natural
gas, for which there is a 2% like for like reduction.
This trend is influenced by specific cases relating to
buildings that use fossil fuels for heating: the release
of some spaces in view of forthcoming renovation
works has led to an increase in the occupancy of
other buildings.
ANNUAL REPORT 2021
97
Milan, Pavilion
04
SUSTAINABILITY
98
GHG Intensity (kgCO
2
e/m
2
/yr)
2019
-
10
20
30
40
50
60
70
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
COIMA RES - kgCO
2
/m
2
EU decarbonisation targets (Ref. 2°CRREM)
PORTFOLIO CARBON INTENSITY VS. EU DECARBONISATION TARGETS
kgCO
2
/m
2
year
OFFICE
ENERGY INTENSITY PORTFOLIO VS. EU DECARBONISATION TARGETS
kWh/m
2
year
COIMA RES - kWh/m
2
EU decarbonisation targets (Ref. 2°CRREM)
Energy Intensity (kWh/m
2
/yr)
2019
-
50
100
150
200
250
300
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
ANNUAL REPORT 2021
99
Energy and carbon intensity are lower than
in the pre-pandemic period, especially for the
office sector, while retail has rebounded slightly.
Therefore, 2019 still remains the reference year as
buildings are fully operational. Looking ahead, the
environmental performances will be determined by
the implementation of technical and management
improvements and solutions, which together define
the portfolio’s decarbonisation plan.
The best-performing buildings also benefit from
strategies that exclude the use of fossil fuels in favour
of other fossil fuels in favour of other solutions
such as the use of heat pumps. The planned
decommissioning of thermal systems will lead to
the optimisation of consumption and therefore of
emissions, also taking into account decarbonisation
plans. the decarbonisation plans of the national
electricity grid.
RETAIL (INCL. DEUTSCHE BANK BRANCHES)
ENERGY INTENSITY PORTFOLIO VS. EU DECARBONISATION TARGETS
kWh/m
2
year
COIMA RES - kWh/m
2
EU decarbonisation targets (Ref. 2°CRREM)
Energy Intensity (kWh/m
2
/yr)
2019
-
50
100
150
200
250
300
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
CARBON INTENSITY PORTFOLIO VS. EU DECARBONISATION TARGETS
kgCO
2
/m
2
year
GHG Intensity (kgCO
2
e/m
2
/yr)
COIMA RES - kgCO
2
/m
2
EU decarbonisation targets (Ref. 2°CRREM)
2019
-
10
20
30
40
50
80
70
60
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
04
SUSTAINABILITY
100
100%
PERCENTAGE OF DATA COVERAGE
(percentage of CO
2
emissions for
Scope 1 and 2)
92%
PERCENTAGE OF DATA COVERAGE
(percentage of CO
2
emissions for
Scope 3
1
)
8%
PERCENTAGE OF DATA ESTIMATED
(percentage of total CO
2
emissions)
Retail
(including bank
branches)
22%
Other
12%
Office
66%
PORTFOLIO COMPOSITION
% of m
2
Fossil
combustion
(in loco)
23%
Italian electricity
network
72%
District heating
and cooling
5%
PORTFOLIO ENERGY MIX
% on total CO
2
emissions
Purchased
renewable
65%
Standard
35%
Auto-
consumption
0%
Landlord
24%
Tenant
76%
PRODUCTION / PURCHASE OF ELECTRICITY
% by total amount of energy
CARBON EMISSIONS BY COMPETENCES
LANDLORD VS. TENANTS
% of CO
2
emission
1 CO
2
EMISSIONS
DO
NOT
CONSIDER
EMISSIONS
RELATED
TO
THE
DEVELOPMENT
PHASE
,
BUT
ONLY
OPERATIONAL
BUILDINGS
.
ANNUAL REPORT 2021
101
PORTFOLIO CARBON EMISSIONS BY BUILDING
2
LANDLORD VS. TENANTS
% of CO
2
emission
2 T
HE
BASIS
FOR
CALCULATING
THE
INDIVIDUAL
PROPERTY
GRAPHS
MAKES
ADDITIONAL
ASSUMPTIONS
TO
THOSE
IN
THE
EPRA
TABLES
.
Landlord
Tenants
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
Monte
Rosa
Bonnet
(Building B)
Bonnet C
Microsoft
HQ
Gioiaotto
Tocqueville
IBM
Studios
B -
Vodafone
Village
C -
Vodafone
Village
C1 -
Vodafone
Village
Bonnet A
Deruta
Deutsche
Bank
branches
04
SUSTAINABILITY
102
OFFICE
With regard to the consumption of environmental
resources, the consumption of drinking water
has been further reduced compared to 2020,
an indication of the actual occupation of the
buildings in terms of the number of people.
In general, COIMA RES prefers properties that
have already obtained energy or environmental
certifications (e.g. LEED), or buildings that have
all the characteristics to reach that level through
targeted redevelopment.
TOTAL POTABLE WATER CONSUMPTION (m
3
/year) VS. WATER CONSUMPTION INTENSITY (lt/m
2
per year)
COIMA RES - Water consumption per year
Consumption intensity per m
2
of surface area
Water consumption per year (m
3
/ per year)
Consumption intensity per sqm (liters / sqm / per year)
2019
0
100
200
300
400
500
800
700
600
2020
2021
2022
2023
2024
2025
-
10,000
20,000
30,000
40,000
60,000
50,000
80,000
70,000
PORTFOLIO LEED CERTIFICATION
% of portfolio value
Portfolio LEED Certified
Portion of the portfolio with potential
future certification
Potion ot the portfolio where certification is not
possible in the future
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
2021
2020
ANNUAL REPORT 2021
103
One of the strategic directions on which COIMA
focuses to create value is the offer of quality spaces,
which meet the satisfaction of all those who live in
them, and in which high performance, sustainability
and well-being are combined. To do this, COIMA
always keeps a close eye on the evolution of tenant
demand, with the aim of anticipating new needs and
requirements and responding to them effectively.
On this basis, and in view of the changes in working
methods brought about by the Covid-19 pandemic,
COIMA has decided to listen to the opinions of the
tenants themselves, in order to identify and anticipate
the prospects for the future of office space, the asset
class undergoing the most profound transformation.
In February 2021 the main results of the survey
administered
to
a
group
of
medium-large
companies, of Italian and foreign origin and with a
significant presence of offices based in Italy and in
particular in Milan, were published. These results
follow the release of the first report “The Future
of Offices”, published in October 2020, which
anticipated the first preliminary considerations on
the evolution of workspaces.
The results of the survey indicate significant changes
in the future function of offices: offices will retain
their centrality, but within them the dimension of
interaction will play a primary role. Spaces will have
to be rethought to encourage and maximise the
creative exchange of ideas that was previously present
to a lesser extent. The architectural connotations of
offices will need to evolve to maximise employee
engagement and productivity, stimulating their
creative potential, and to enhance the relationship
between space and experience, strengthening their
characteristics in terms of accessibility, sustainability
and user well-being.
Consequently, it will be essential that companies,
investors, developers and architects increasingly
work in synergy to achieve these goals and keep pace
with evolving demand.
Quality of space for new ways of
working
Milan, Gioiaotto
04
SUSTAINABILITY
104
HUMAN RESOURCES
DEVELOPMENT
COIMA RES directly oversees the key functions
of financial management, investment, investor
relations, planning and management control,
thanks to five professionals directly employed
by the company at December 31
st
, 2021. Most
of COIMA RES’s employees have a high level
of seniority in relation to the necessary skills
that the company’s environment requires, and a
new analyst was introduced in 2021 to support
the team.
In addition to the hiring of this new
employee in November, the workforce underwent
further changes in 2021, with the resignation of
two employees, still in the second half of the year:
these flows directly reflect the underlying dynamics
of the labour market, which is characterised by
high volatility, also due to the pandemic situation.
In the areas of Asset & Investment Management
and Property & Development Management,
COIMA RES makes use of the skills of resources
belonging to the platform, through long-term
contracts entered into with COIMA SGR and
COIMA REM respectively, thus managing to
create internal synergies.
In the first half of the year, in compliance with
current regulations related to health emergencies,
COIMA people continued to work remotely. From
June onwards, COIMA RES employees were able
to return permanently to their headquarters, with
the guarantee of maintaining proper interpersonal
distances. COIMA has however consolidated the
practice of working remotely, going so far as to
approve a dedicated set of regulations, which is an
important innovation for a working method that is
particularly appreciated by employees due to the
greater flexibility it allows.
Throughout the pandemic period, COIMA RES
has always tried to maintain team cohesion, and
whenever possible there has been no shortage of
opportunities to socialise and meet, which has
been particularly appreciated by new employees
who have joined the company during the period of
social distancing. For all the platform’s employees,
the “Insieme” event was organised in September
2021, when the opportunity arose to gather in
BAM’s park for a picnic outdoors and in safety.
It was not only a meeting point for newcomers
but also an opportunity for training thanks to the
testimony of a world-renowned architect.
A questionnaire was then administered to all
employees with the aim of listening to their
opinion on COIMA’s management of health,
safety and welfare issues: the survey showed clear
positive feedback, testifying to COIMA’s ability to
take care of its people, even in the most difficult
moments of the pandemic. The questionnaire also
served to define and launch the new programme
of internal social events.
COIMA has taken care of the involvement and
strengthening of relations also by intervening on
some aspects of the process: this year, in particular,
the structure of the Annual Review, a moment
dedicated to the evaluation of the professional
results
achieved,
has
been
modified
and
integrated with a new component, the Extended
Feedback. The new method now allows people to
ANNUAL REPORT 2021
105
be evaluated also by colleagues with whom they
have collaborated in a more significant way, and
not only by their direct managers. The initiative
represents a cultural evolution and an enrichment
of the process, aimed at enhancing different points
of view and a greater awareness of how one’s work
is perceived in the company in a broader sense.
The Review process was not only extended, but
also made more detailed: more targeted questions
from direct superiors were integrated for the
mid-year feedback. In addition, the training also
included several courses of various kinds, ranging
from more operational topics, related to the use
of the data management platform and updates
on reporting principles, to topics related to the
development of soft skills.
In 2021, the Knowledge Sharing Program, which
provides training sessions on the most topical
issues in the sector, continued to be used.
Topic
Speakers
Date
Workshop Update on Trends in Architecture
Arch. Nicola Leonardi
July 2021
Workshop Update on Trends in Architecture
Arch. Nicola Leonardi
November 2021
Knowledge Sharing Program 2021
Milan, BAM Milano, “Insieme” event
04
SUSTAINABILITY
106
INCLUSIVE AND SUSTAINABLE
COMMUNITIES
The Riccardo Catella Foundation, established in
2005 and currently chaired by Manfredi Catella,
is a non-profit organisation which, by adopting the
principles and values of the COIMA platform,
is committed to spreading sustainable practices
in the design and development of the territory.
Its activities contribute to strengthening relations
with stakeholders and building deep ties with the
The work of the Riccardo Catella Foundation
ENGAGING THE COMMUNITY AROUND THE CLIMATE CHANGE DEBATE
The COIMA platform has contributed to the reflections related to the preparation of
COP-26 in Glasgow, through the activation and awareness of the community itself.
COIMA has firstly supported through sponsorship the initiative Italy Goes Green, an
event launched by Officine Italia, Vodafone Italia S.p.A. and Politecnico di Milano,
with the collaboration of ASviS and ANCI. The event was part of “All4Climate - Italy
2021”, a programme of events promoted by the Ministry for Ecological Transition on
the occasion of Pre-COP26, which this year was held in September in Milan.
Italy Goes Green involved young people in a collaborative reflection on the right questions
to ask to face the challenge of ecological transition. Fifty young people participated in
the event, which was divided into ten thematic tables, of which COIMA coordinated the
one dedicated to urban regeneration. Ten “transformative” questions, able to contribute
to find new solutions for the fight against climate change, came out from the tables and
were delivered to the Italian delegation for the COP26 in Glasgow.
And that’s not all: BAM, as part of the “All4Climate - Italy 2021” programme,
organised “BAM 4 Climate” on the first Saturday of October, a day of talks, debates
and participatory moments aimed at stimulating the younger generations to define concrete
actions to fight climate change.
ANNUAL REPORT 2021
107
community, with the aim of actively supporting
economic
and
social
development
and
the
enjoyment of culture.
The Foundation is responsible for designing,
managing and disseminating projects to enhance
public spaces and green areas, aimed at activating
the community and contributing to improving the
quality of urban life.
In the more than fifteen years since its creation, the
Foundation has developed a wide range of civic-
cultural programmes dedicated to environmental
sustainability, social inclusion and the regeneration of
pedestrian spaces, investing over two million euros.
Moreover, since July 2019, thanks to an innovative
public-private partnership with the Municipality of
Milan, the BAM (Biblioteca degli Alberi Milano) project
has been launched, thanks to which the Foundation
has become responsible for the management, security,
maintenance and cultural programme of the Porta
Nuova public park. In 2021, the Foundation launched
a design competition to provide BAM with temporary
and sustainable buildings, which will be dedicated to
services for citizens.
The Riccardo Catella Foundation is led by a Board
of Directors, assisted by a Scientific Committee
with specialist expertise.
The
projects
carried
out
can
be
viewed
on
the
Foundation’s
website
at
BAM - Biblioteca degli Alberi Milano
04
SUSTAINABILITY
108
INDICATORI
EPRA
UNITS OF
MEASUREMENT
OFFICES
2020
4
COVER
2021
COVER
CHANGE
Total electricity consumption
Elec-Abs
Annual MWh - tenant
10,120
100%
8,626
100%
-15%
Annual MWh - landlord
3,629
100%
2,743
100%
-24%
Annual MWh - totals
13,749
100%
11,369
100%
-17%
% from renewable sources
72%
71%
70%
68%
n.a.
Total electricity consumption: Like-for-like
Elec-LFL
Annual MWh - tenant
9,555
100%
8,176
100%
-14%
Annual MWh - landlord
2,946
100%
2,743
100%
-7%
Annual MWh
12,501
100%
10,918
100%
-13%
Energy consumption from district heating and
cooling
DH&C-Abs
Annual MWh
3,692
100%
3,881
100%
5%
% from renewable sources
0
0
0%
Energy consumption from district heating
and cooling: Like for like
DH&C-LFL
MWh
3,692
100%
3,881
100%
5%
Total fuel energy consumption
Fuels-Abs
Annual MWh
5,046
100%
4,716
100%
-7%
% from renewable sources
0%
100%
0%
100%
0%
Total fuel energy consumption: Like-for-like
Fuels-LFL
Annual MWh
4,834
100%
4,716
100%
-2%
Energy intensity of buildings
1
Energy-Int
KWh/m
2
225
98%
222
97%
n.a.
Direct greenhouse gas emissions (total) Scope 1
2
GHG-Dir-Abs
tCO
2
e
438
100%
470
100%
7%
Indirect greenhouse gas emissions (total) Scope 2
2
GHG-Indir-Abs
tCO
2
e (location based)
913
100%
722
100%
-21%
Other indirect greenhouse gas emissions - Scope 3
GHG-Indir-Abs
tCO
2
e
3,501
100%
3,021
100%
-14%
Intensity of greenhouse gas emissions from
buildings
1
GHG-Int
tCO
2
e/m
2
0.049
98%
0.047
97%
n.a.
Total water consumption
Water-Abs
m
3
47,962
100%
33,156
100%
-31%
Idric consumption: Like-for-like
Water-LFL
m
3
45,147
100%
32,673
100%
-28%
Intensity of water consumption in buildings
1
Water-Int
m
3
/m
2
0.48
100%
0.37
100%
-23%
Total waste produced
3
Waste-Abs
ton
1,349
100%
1,217
100%
-10%
% recycled
61%
63%
0%
Total product waste: Like-for-Like
Waste-LFL
ton
1,022
100%
1,137
97%
0%
% recycled
63%
63%
0%
Type and number of properties certified
Cert-Tot
% of sqm of portfolio
59%
100%
55%
100%
-8%
EPRA TABLES
ENVIRONMENTAL PERFORMANCE OF THE COIMA RES PORTFOLIO
Notes:
The reporting area at 31 December 2021 and Like-for-Like 2020-2021 is specified in the methodological note. In both cases, the perimeter of each building and the related data have
been re-weighted according to the relevant ownership percentages. It is also specified that the Like-for-Like boundary does not consider the occupancy rate of the buildings, although it does
take into account any changes in the ownership percentage of the buildings.
Consumption data (except for waste) have been provided by the respective Property Managers and include those for which they directly purchase electricity and natural gas or manage water.
Electricity consumption for which the tenants are directly responsible is also reported. The reference area of consumption is considered gross, i.e. including common areas and car parks, as
COIMA RES is responsible for consumption in these areas.
Coverage:
The level of coverage - expressed as a percentage - is given by the ratio between the square metres covered by the indicator and the total square metres owned by the portfolio.
In particular, the coverage represented by Offices, Retail and Other is calculated in relation to the corresponding square metres of the different types of assets considered. The information
relating to the certification of properties has been calculated with respect to the total square metres of properties in the portfolio as at 31 December 2021.
Estimates made:
Estimates had to be made for information related to waste generated. In addition, electricity consumption relative to certain tenants was estimated for Gioiaotto, Corso
Como Place, Tocqueville and one month of Vodafone Village. Production from photovoltaics at the Pavilion was also estimated. Drinking water has been estimated for a few months for
the Gioiaotto and Deruta properties. Landlord electricity consumption at the Pavilion refers to electricity consumption for the extraction of groundwater for the building's air conditioning.
Estimation criteria:
As regards data estimation, the calculation was based on a series of assumptions. If 1-2 months data are missing (Nov-Dec), they are estimated equal to the last available
ANNUAL REPORT 2021
109
RETAIL
OTHER
PORTFOLIO
ESTIMATE
2020
4
COVER
2021
COVER
CHANGE 2020
4
COVER
2021
COVER
CHANGE
2020
4
COVER
2021
COVER
CHANGE
1,737
59%
1,669
69%
n.a.
1,423
87%
1,591
93%
n.a.
13,281
88%
11,886
92%
n.a.
10%
85
100%
96
100%
12%
0
100%
293
100%
n.a.
3,714
100%
3,132
100%
-16%
1,823
59%
1,765
69%
n.a.
1,423
88%
1,884
94%
n.a.
16,995
89%
15,018
92%
n.a.
16%
4%
15%
5%
n.a.
27%
88%
84%
94%
n.a.
62%
56%
65%
57%
n.a.
1,697
69%
1,669
69%
-2%
1,423
93%
1,591
93%
12%
12,675
91%
11,436
91%
-10%
11%
85
100%
96
100%
12%
-
-
0
-
n.a.
3,032
100%
2,838
100%
-6%
1,783
69%
1,765
69%
-1%
1,423
93%
1,591
93%
12%
15,707
92%
14,274
92%
-9%
305
100%
387
100%
27%
0
100%
0
100%
0%
3,997
100%
4,268
100%
7%
0%
0
0
0%
0
0
0%
0%
0
0%
305
100%
387
100%
27%
n.a.
100%
n.a.
100%
0%
3,997
100%
4,268
100%
7%
0%
795
100%
799
100%
1%
240
100%
454
100%
89%
6,081
100%
5,970
100%
n.a.
10%
0%
100%
0%
100%
0%
0%
100%
0%
100%
0%
0%
100%
0%
100%
0%
774
63%
799
100%
3%
473
100%
454
100%
-4%
3,216
51%
5,970
100%
-2%
10%
83
69%
97
79%
n.a.
123
88%
148
94%
n.a.
182
85%
186
87%
n.a.
8%
18
100%
24
100%
37%
0
100%
0
100%
0%
455
100%
494
100%
8%
8%
17
100%
25
100%
52%
49
100%
77
100%
57%
978
100%
825
100%
-16%
614
79%
603
69%
n.a.
417
97%
510
93%
n.a.
4,532
93%
4,134
92%
n.a.
0.018
69%
0.022
79%
n.a.
0.03
88%
0.037
94%
n.a.
0.040
85%
0.040
87%
n.a.
35,590
73%
32,814
74%
n.a.
13,213
100%
13,215
100%
0%
96,765
96%
79,185
96%
n.a.
38%
34,076
74%
32,814
74%
-4%
13213
100%
13,211
100%
0%
92437
96%
78,699
96%
-15%
39%
1.98
73%
1.93
74%
n.a.
1.11
100%
0.89
100%
-20%
0.75
96%
0.65
96%
n.a.
38%
77
18%
70
18%
-9%
n.a.
n.a.
n.a.
n.a.
n.a.
1,425
71%
1,287
70%
-10%
100%
59%
60%
0%
n.a.
n.a.
n.a.
61%
63%
0%
70
18%
70
18%
0%
n.a.
n.a.
n.a.
n.a.
n.a.
1,206
52%
1,207
70%
0%
100%
60%
60%
0%
n.a.
n.a.
n.a.
63%
63%
0%
6%
100%
7%
100%
17%
88%
100%
75%
100%
-14%
47%
100%
47%
100%
-5%
0%
month; if 3 or more months are missing, the average monthly consumption is extended to the missing months; if the whole year of the tenant is missing, but historical data are available, the
data of the known year (previous year) is taken, and if possible it is re-proportioned according to the multi-year trend of consumption of known tenants. Finally, in the case of multi-tenant
buildings, if the tenant data is completely missing, the weighted average kWh/sqm of the known tenant data is calculated (sum tenant consumption/sum tenant sq m): this coefficient is
then multiplied by the sq m of the tenant being estimated.
n.a.
= not applicable
1.
Energy intensity, carbon intensity and water intensity were calculated using impact data (energy consumption, total emissions and water consumption) as the numerator and the area of
relative square metres of property as the denominator. Efficiency indicators were calculated separately by building type (office, retail and other) and also for the entire portfolio.
2.
The CO
2
conversion factors are respectively taken from the “Ministerial Table of National Standard Parameters for Monitoring and Reporting of Greenhouse Gases” (updated 2019) as
regards Scope I emissions, and from the table “Emission factors electricity production and consumption_2020” published by ISPRA as regards Scope II emissions.
3.
COIMA RES does not monitor the delivery of waste, the disposal of which is managed directly by the reference municipalities. The average coefficients (kc and kd) provided by the
Municipalities of Rome and Milan were used for the calculation, as well as the respective average percentages of differentiated waste collection obtained from ISPRA’s Waste Register.
4.
The data relating to energy consumption and Scope 1 and Scope 3 CO
2
emissions attributable to the use of natural gas have been restated with respect to the 2020 Sustainability
Section of Coima Res as more up-to-date data has been collected and is representative of the company’s operations as a whole.
04
SUSTAINABILITY
110
INDICATORS
EPRA CODE
AREA
UNIT OF MEASURE
2020
2021
COVERAGE
NOTES
Gender diversity
Diversity-Emp
COIMA RES
% of employees
Men - 67%
Men - 60%
100%
Women - 33%
Women - 40%
% of women in
government bodies
44%
44%
Wage differential
1
Diversity-Pay
COIMA RES
%
n.a.
n.a.
100%
Training and development
Emp-Training
COIMA RES
average hours
13
9.6
100%
Average
hours per
employee
Performance appraisals
Emp-Dev
COIMA RES
% of employees
100%
100%
100%
New recruits
Emp-Turnover
COIMA RES
Number
1
1
100%
%
17%
20%
Turnover
Number
0
2
100%
%
0%
40%
Frequency rate of
accidents
H&S-Emp
Corporate operations
No for hours worked
0
0
100%
Average lost days
Corporate operations
No for hours worked
0
0
Absenteeism
Corporate operations
dd per employee
6
6.2
Fatalities
Corporate operations
Number
0
0
H&S Impact Assessments
2
H&S-Asset
Office portfolio
% of assets in portfolio
100%
100%
100%
Retail portfolio
n.a.
n.a.
Other portfolio
n.a.
n.a.
Number of irregularities
3
H&S-Comp
Office portfolio
Total number
0
0
100%
Retail portfolio
n.a.
n.a.
Other portfolio
n.a.
n.a.
Community involvement
Comty-Eng
Office portfolio
% of assets
0%
0%
100%
Retail portfolio
0%
0%
Other portfolio
0%
0%
Composition of the Board
Gov-Board
Corporate operations
Number of executive
members
1
1
100%
Number of independent
members
7
6
Average term of office in
years
4
1
1
Independent / non-
executive board members
with environmental
responsibilities
5
5
Appointment and selection
of the highest governing
body
Gov-Select
Corporate operations
See note
(5)
(5)
100%
Conflict of interest
Gov-CoI
Corporate operations
See note
(6)
(6)
100%
Notes: 1.
COIMA RES now has five employees with different roles and tasks. The wage differential is therefore not significant.
2.
COIMA RES has a direct responsibility for health and safety for office
buildings (Microsoft, Sarca, Gioiaotto, Monte Rosa, Tocqueville and Corso Como Place Building B). Compared to these, an H&S evaluation was carried out by the H&S referent of COIMA RES.
With regard to the other buildings in the portfolio, these are not considered within this reporting metric as the responsibility for health and safety lies entirely with the conductor.
3.
Non-conformities
found during the H&D evaluation of buildings were considered unregulated.
4.
In relation to the mandate, note that the Board of Directors was elected in April 2021.
5.
The prerequisites that
guided COIMA RES in the definition and consolidation of governance were: integrity and independence, transparency, compliance with the rules, corporate sustainability and control structure.
For COIMA RES, it is essential to work with adequate governance to convey to the outside world a message of maximum transparency useful to obtain the total confidence of present and future
shareholders. The members of the Management Board were selected on the basis of the following criteria: - majority of independents (6 out of 9), two non-executives and one executive; completeness
and complementarity of professional skills (at least 30%) of the positions reserved for the least represented gender. In addition, the Company has determined that the maximum number of director
or mayoral positions in other listed companies may not exceed the threshold of 6. Therefore, it is understood that, also due to the commitment required, regarding the position of CHIEF EXECUTIVE
OFFICER, the same cannot be assumed by a person with the same position in another company listed on a regulated market.
6.
The Company has adopted a procedure (which is available to the
public) to describe how to deal with any transactions with related parties. In particular, each Director communicates to the Company any role or interest he has in other activities. This information is
public and reported in the corporate governance report, published annually on the COIMA RES website. As required by law, COIMA RES has established a Related Parties Committee (hereafter the
“Committee”) composed exclusively of independent directors. The Committee issues a binding opinion to the Board of Directors in the event of transactions with related parties of major relevance.
The Committee assesses coima res’ interest in completing the transaction, as well as the convenience and substantive correctness of the conditions applied.
EPRA TABLE
COIMA RES’ SOCIAL AND GOVERNANCE PERFORMANCE
ANNUAL REPORT 2021
111
INDICATORS
EPRA
UNITS OF MEASUREMENT
2020
COVER
2021
COVER
CHANGE
Total electricity consumption
1
Elec-Abs
kWh
5,675
100%
5,437
100%
-4%
% from renewable sources
100%
0%
-100%
Energy consumption from
district heating and cooling
DH&C-Abs
kWh
n.a.
100%
n.a.
100%
n.a.
% from renewable sources
n.a.
n.a.
n.a.
Total fuel consumption
Fuels-Abs
kWh
0
100%
0
100%
0%
% from renewable sources
0%
0%
0%
Energy intensity of buildings
Energy-Int
KWh/m
2
31
100%
30
100%
-4%
Direct greenhouse gas
emissions (total) Scope 1
GHG-Dir-Abs
tCO2e
0
100%
0
100%
n.a.
Indirect greenhouse gas
emissions (total) Scope 2
GHG-Indir-
Abs
tCO
2
e (market based)
1.49
100%
1.43
100%
-4%
Intensity of greenhouse gas
emissions from buildings
GHG-Int
tCO
2
e/m
2
0.01
100%
0.01
100%
-20%
Total water consumption
2
Water-Abs
m
3
24
100%
66
100%
178%
Water consumption intensity
of buildings
Water-Int
m
3
/person
4.0
100%
13.2
100%
233%
Total waste produced
3
Waste-Abs
ton
2.47
100%
2.47
100%
0%
% recycled
62.7%
62.7%
0%
Type and number of properties
certified
Cert-Tot
% of sqm of portfolio
100%
100%
100%
100%
0%
Notes: 1.
The energy consumption data do not include the consumption of the common parts of the building.
2.
Water consumption has been estimated assuming an average consumption of 60 litres/day per person for 220 working days. In 2020, 6 employees were considered and an average annual
occupancy of 30% was also considered due to Covid-19. In 2021, 5 employees with full occupancy were considered.
3.
COIMA RES does not monitor the delivery of waste, whose disposal is directly managed by the Municipality of Milan. The average coefficients (kc and kd) provided by the Municipality and the
average percentage of differentiated waste collection were used for the calculation.
EPRA TABLE
COIMA RES HEADQUARTER
04
SUSTAINABILITY
112
GRI DISCLOSURE
The contents in the Sustainability Section and also
discussed in other sections of the Financial Report
refer to the following GRI Disclosures. Unless
otherwise specified, these disclosures have been
used in their entirety.
Universal Standards
GRI 102 – General disclosure (2016)
Organisational profile
102-1 Name of the organization
Cover
102-2 Activities, brands, products and services
Company profile - p.10
102-3 Location of headquarters
Third cover
102-4 Location of operations
Company profile - p.10
102-5 Ownership and legal form
Company profile - p.10
Investor relations - p.53
102-6 Markets served
Real estate porfolio - pp.21-15
102-7 Scale of the organisation
Company profile - p.10
102-8 Information on employees and other workers
By 12.31.2021 COIMA RES has 5 employees
framed in the CCNL Commerce for employees of
companies in the tertiary, distribution and services
sectors. The gender breakdown among employees is
60% men and 40% women. 100% of the employees
have a full time and permanent contract.
The indicator shows the total number
102-9 Supply chain
Management of activities - pp.48-49
102-10 Significant changes to the organization and
its supply chain
No significant chenges during 2021 compared to 2020
102-13 Membership of associations
COIMA RES is a member of European
Public Real Estate Association (EPRA)
Strategy
102-14 Statement from senior decision-maker
Letter from the CEO - pp.6-8
102-15 Key impacts, risks and opportunities
How we manage risks - pp.70-75
Stakeholders and materiality - pp.82-83
Ethics and integrity
102-16 Values, principles, standards and norms of
behaviour
Integrating sustainability into the business model - p.84
102-17 Mechanisms for advice and concerns
about ethic
COIMA RES has adopted a whistleblowing procedure
in 2019, for more information please refer to the
corporate governance report
Governance
102-18 Governance structure
Governance - pagg.60-61
Integrating sustainability into the business
model - pag.84
DESCRIPTION
REFERENCE
NOTES
ANNUAL REPORT 2021
113
Stakeholder engagement
102-40 List of stakeholder groups
Stakeholders and materiality - p.81
102-41 Collective bargaining agreements
By 12.31.2021 COIMA RES has 5 employees framed
in the CCNL Commerce for employees of companies
in the tertiary, distribution and services sectors
102-43 Approach to stakeholder engagement
Stakeholders and materiality - p.80
Reporting practice
102-45 Entities included in the consolidated
financial statements
Methodological note - pp.116-117
102-46 Defining report content and topic Boundaries
Methodological note - pp.116-117
102-47 List of material topics
Stakeholders and materiality - pp.80-83
102-48 Restatements of information
Methodological note - pp.116-117
102-49 Changes in reporting
Stakeholders and materiality - pp.80-83
102-50 Reporting period
Methodological note - pp.116-117
102-51 Date of most recent report
Annual Report 2020
102-52 Reporting cycle
Annual
102-53 Contact points for questions regarding the report
Third cover
102-54 Claims of reporting in accordance with
the GRI Standards
Methodological note - pp.116
102-55 GRI content index
GRI disclosure - pp.112-115
102-56 External assurance
Audit Firm Report - pp.119-121
Topic - specific standards
Material topic: Transparency and governance
103-1 Explanation of the material topic and its Boundary
Pp.82-83; p.117
103-2 The management approach and its components
P.73; pag.84; pp.113-115
103-3 Evaluation of the management approach
Pp.82-83; p.73
GRI 205 – Anti corruption (2016)
205-3 Confirmed incidents of corruption and actions taken
During 2021 there were no confirmed cases of
corruption
GRI 206 – Anti competitive behaviour (2016)
206-1 Legal actions for anti-competitive behaviour,
anti-trust, and monopoly practices
During 2021, there were no confirmed cases of
infringement of competition rules and no actions were
taken in this respect
GRI 418 – Customer privacy (2016)
418-1 Substantiated complaints concerning breaches of
customer privacy and losses of customer data
During 2021, there were no complaints about breaches
of privacy laws or losses of sensitive data.
GRI 419 – Socioeconomic compliance (2016)
419-1 Non-compliance with laws and regulations in the
social and economic area
No cases of non-compliance with socio-economic
regulations were detected during 2021
DESCRIPTION
REFERENCE
NOTES
04
SUSTAINABILITY
114
Material topic: Energy efficiency and decarbonisation
103-1 Explanation of the material topic and its Boundary
Pp.82-83; p.117
103-2 The management approach and its components
Pp. 86-89; pp. 95-102
103-3 Evaluation of the management approach
Pp.82-83; pp. 86-89; pp. 95-101
GRI 302 – Energy (2016)
302-1 Energy consumption within the organisation
EPRA Table - pp.108-109
Consumption under letter "c" of the
indicator is reported. Natural gas
consumption is reported in m
3
302-2 Energy consumption outside of the organization
EPRA Table - pp.108-109
302-3 Energy intensity
EPRA Table - pp.108-109
The indicator considers all sources of
consumed energy
GRI 305 – Emissions (2016)
305-1 Direct (Scope 1) GHG emissions
EPRA Table - pp.108-109
305-2 Energy indirect (Scope 2) GHG emissions
EPRA Table - pp.108-109
305-3 Other indirect emissions (Scope 3)
EPRA Table - pp.108-109
Material topic: Resource efficiency and circularity
103-1 Explanation of the material topic and its Boundary
Pp.82-83; p.117
103-2 The management approach and its components
P.102
GRI 303 – Water and effluents (2018)
303-1 Interactions with water as a shared resource
EPRA Table - pp.108-109
The indicator is covered for point "a".
Water consumption in EPRA table
303-3 Water withdrawal
EPRA Table - pp.108-109
Consumption in m
3
refers exclusively
to third party water (aqueduct).
No withdrawals were made from
water-stressed areas.
GRI 306 – Waste (2020)
306-1 Waste generation and significant waste-related
impacts
EPRA Table - pp.108-109
306-2 Management of significant waste-related impacts
EPRA Table - pp.108-109
The indicator is covered for point "b"
and "c".
306-3 Waste generated
EPRA Table - pp.108-109
The waste generated is reported in tons.
No hazardous waste was produced
in the reporting year. Waste sent for
recycling is expressed as a percentage.
The indicator is covered for point "b".
Material topic: Protection and preservation of ecosystems
103-1 Explanation of the material topic and its Boundary
Pp.82-83; p.117
103-2 The management approach and its components
P.86
GRI 307 – Environmental compliance (2016)
307-1 Non-compliance with environmental laws and
regulations
No cases of environmental non-compliance occurred
during 2021
DESCRIPTION
REFERENCE
NOTES
ANNUAL REPORT 2021
115
DESCRIPTION
REFERENCE
NOTES
Material topic: Development and enhancement of human capital
103-1 Explanation of the material topic and its Boundary
Pp.82-83; p.117
103-2 The management approach and its components
Pp.104-105
103-3 Evaluation of the management approach
Pp.82-83; pp.104-105
GRI 401 – Employment (2016)
401-1 New employee hires and employee turnover
During 2021, a male white collar under 30 was hired.
There were two exits, a male 41 years old senior
manager and a male white collar under 30.
The indicator shows the total number
and the rate of recruitment and turnover
GRI 404 – Training and education (2016)
404-1 Average hours of training per year per employee
EPRA Table - p.110
The indicator shows the total values
GRI 405 – Diversity and equal opportunity (2016)
405-1 Diversity of governance bodies and employees
EPRA Table - p.110
The indicator is covered in absolute
terms for letter "a" and "b" point 1.
GRI 406 – Non-discrimination (2016)
406-1 Incidents of discrimination and corrective
actions taken
No incidents of discriminatory behaviour were
reported in 2021.
Material topic: Health, safety and welfare of people
103-1 Explanation of the material topic and its Boundary
Pp.82-83; p.117
103-2 The management approach and its components
Pp.104-105
103-3 Evaluation of the management approach
Pp.82-83; pp.104-105
GRI 403 - Occupational health and safety (2018)
403-9 Work-related injuries
EPRA Table - p.110
The indicator is covered for "a" (points
1 to 4) and "e". Injury frequency rate.
403-10 Work-related ill health
No cases of occupational illnesses were reported
during 2021
The indicator is covered for the
letter "a".
Material topic: Inclusive and sustainable communities
103-1 Explanation of the material topic and its Boundary
Pp.82-83; p.117
103-2 The management approach and its components
Pp.106-107
103-3 Evaluation of the management approach
Pp.82-83; pp.106-107
Material topic: Innovation
103-1 Explanation of the material topic and its Boundary
Pp.82-83; p.117
103-2 The management approach and its components
P.86; pp.90-91; p.103
103-3 Evaluation of the management approach
Pp.82-83; p. 86; pp.90-91; p.103
04
SUSTAINABILITY
116
METHODOLOGICAL
NOTE
This Sustainability Section attached to the Annual
Financial Report of COIMA RES is prepared
in accordance with the European Public Real
Estate Association's Sustainability Best Practice
Reporting guidelines (EPRA sBPR) - updated
September 2017. The content of the Section has
also been prepared by drawing inspiration from the
GRI - Global Reporting Initiative - Sustainability
Reporting Standards, published by the Global
Reporting Initiative in 2016 and updated in 2018.
The same have been applied according to the "GRI
- Referenced" solution.
The contents of the Sustainability Report were
drafted following the reporting principles referred
to in the Guidelines applied and using the so-called
materiality principle to identify the main issues to be
covered in the document.
The data and information contained in the
Sustainability Section refer to the financial year
ending December 31
st
, 2021.
The information was collected from the main
corporate functions and the various Property
Managers and consolidated by COIMA REM.
In comparing the data and indicators, and in
particular those of environmental performance,
it is necessary to take into account the reduced
operation of the offices as a result of the extensive
use of remote working during the year due to the
Coronavirus pandemic.
Reporting process
Milan, Corso Como Place, interior
ANNUAL REPORT 2021
117
The perimeter of sustainability performance reported
in this Sustainability Section includes all properties
included in the COIMA RES Portfolio as at December
31
st
, 2021, as better specified in the table below:
Reporting perimeter
The total area included in the reporting perimeter at
December 31
st
, 2021 and in the 2020-2021 "Like-for-
Like" perimeter is 136,077 square metres and 127,178
square metres respectively.
The "Like-for-Like" perimeter includes the properties
present in the reporting perimeter for the entire
current and previous financial year. Furthermore, as
mentioned in the EPRA Table related to COIMA RES
portfolio environmental performance, the data relating
to energy consumption and Scope 1 and Scope 3 CO
2
emissions attributable to the use of natural gas have
been restated with respect to the 2020 Sustainability
Section of COIMA RES, as more up-to-date data has
been collected and is representative of the company's
operations as a whole. In accordance with the EPRA
sBPR guidelines, environmental data have also been
reported for the Company's headquarters located in
Milan at Piazza Gae Aulenti, 12.
Portfolio
Share of ownership as of 31.12.2021
Quota "Like-for-Like" 2020-2021
Deutsche Bank branches
100%
100%
Vodafone Complex
50%
50%
Gioiaotto
88.17%
88.17%
Corso Como Place Complex
35.71%
35.71%
Deruta
100%
100%
Monte Rosa
100%
100%
Toqueville
100%
100%
Pavilion
100%
100%
Microsoft
83.51%
83.51%
04
SUSTAINABILITY
118
Milan, COIMA Headquarters
ANNUAL REPORT 2021
119
AUDIT FIRM
REPORT
EY S.p.A.
Sede Legale: Via Meravigli, 12 – 20123 Milano
Sede Secondaria: Via Lombardia, 31 – 00187 Roma
Capitale Sociale Euro 2.525.000,00 i.v.
Iscritta alla S.O. del Registro delle Imprese presso la CCIAA di Milano Monza Brianza Lodi
Codice fiscale e numero di iscrizione 00434000584 - numero R.E.A. di Milano 606158 - P.IVA 00891231003
Iscritta al Registro Revisori Legali al n. 70945 Pubblicato sulla G.U. Suppl. 13 - IV Serie Speciale del 17/ 2/ 1998
Iscritta all’Albo Speciale delle società di revisione
Consob al progressivo n. 2 delibera n.10831 del 16/7/1997
A member firm of Ernst & Young Global Limited
EY S.p.A.
Via Meravigli, 12
20123 Milano
Tel: +39 02 722121
Fax: +39 02 722122037
ey.com
Independent auditors’ report on data and information included in the
Annual Report 2021 and referenced in the paragraph “ GRI
Information”
(Translation from the original Italian text)
To the Board of Directors of
Coima Res S.p.A. SIIQ
We have been appointed to perform a limited assurance engagement on the data and information
included in the “Annual Report 2021” of Coima Res S.p.A. SIIQ (hereinafter “the Company”)
referenced in the paragraph “GRI information” for the year ended on December 31, 2021
(hereinafter “Sustainability Section”).
Responsibilities of the Directors for the Sustainability Section
The Directors of Coima Res S.p.A. SIIQ are responsible for the preparation of the Sustainability
Section in accordance with the “ Global Reporting Initiative Sustainability Reporting Standards” issued
by GRI - Global Reporting Initiative (“ GRI Standards” ), as described in the paragraph “ Methodological
Note” of the Sustainability Section.
The Directors are also responsible for that part of internal control that they consider necessary in
order to allow the preparation of a Sustainability Section that is free from material misstatements
caused by fraud or not intentional behaviors or events.
The Directors are also responsible for defining Coima Res S.p.A. SIIQ’s commitments regarding the
sustainability performance as well as for the identification of the stakeholders and of the significant
matters to report.
Auditors’ independence and quality control
We are independent in accordance with the ethics and independence principles of the International
Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA
Code) issued by the International Ethics Standards Board for Accountants, based on fundamental
principles of integrity, objectivity, professional competence and diligence, confidentiality and
professional behavior.
Our audit firm applies the International Standard on Quality Control 1 (ISQC Italia 1) and, as a result,
maintains a quality control system that includes documented policies and procedures regarding
compliance with ethical requirements, professional standards and applicable laws and regulations.
04
SUSTAINABILITY
120
2
Auditors’ responsibility
It is our responsibility to express, on the basis of the procedures performed, a conclusion about the
compliance of the Sustainability Section with the requirements of the GRI Standards. Our work has
been performed in accordance with the principle of "International Standard on Assurance
Engagements ISAE 3000 (Revised) - Assurance Engagements Other than Audits or Reviews of
Historical Financial Information" (hereinafter "ISAE 3000 Revised"), issued by the International
Auditing and Assurance Standards Board (IAASB) for limited assurance engagements. This principle
requires the planning and execution of procedures in order to obtain a limited assurance that the
Sustainability Section is free from material misstatements.
Therefore, the extent of work performed in our examination was lower than that required for a full
examination according to the ISAE 3000 Revised ("reasonable assurance engagement") and, hence, it
does not provide assurance that we have become aware of all significant matters and events that
would be identified during a reasonable assurance engagement.
The procedures performed on the Sustainability Section were based on our professional judgment
and included inquiries, primarily with the Company’s personnel responsible for the preparation of the
information included in the Sustainability Section, documents analysis, recalculations and other
procedures in order to obtain evidences considered appropriate.
In particular, we have performed the following procedures:
1.
analysis of the process relating to the definition of material aspects included in the Sustainability
Section, with reference to the criteria applied to identify priorities for the different stakeholders’
categories and to the internal validation of the process outcomes;
2.
understanding of the processes that lead to the generation, detection and management of
significant qualitative and quantitative information included in the Sustainability Section.
In particular, we have conducted interviews and discussions with the management of Coima Res
S.p.A. SIIQ and we have performed limited documentary evidence procedures, in order to collect
information about the processes and procedures that support the collection, aggregation,
processing and transmission of non-financial data and information to the department
responsible for the preparation of the Sustainability Section.
Furthermore, for significant information, considering the Company’s activities and
characteristics:
-
at Company level
a)
with reference to the qualitative information included in the Sustainability Section, we
carried out inquiries and acquired supporting documentation to verify its consistency with
the available evidence;
b)
with reference to quantitative information, we have performed both analytical procedures
and limited assurance procedures to ascertain on a sample basis the correct aggregation of
data.
-
for the office in Milan, which we selected on the basis of its activities, its contribution to the
performance indicators and its location, we have carried out meetings during which we have
had discussions with management and have obtained evidences, on a sample basis, regarding
the appropriate application of the procedures and calculation methods used to determine the
indicators.
ANNUAL REPORT 2021
121
3
Conclusion
Based on the procedures performed, nothing has come to our attention that causes us to believe that
the Sustainability Section of Coima Res S.p.A. SIIQ for the year ended on December 31, 2021 has not
been prepared, in all material aspects, in accordance with the requirements of the GRI Standards, as
described in the paragraph “ Methodological Note” of the Sustainability Section.
Milano, March 29, 2022
EY S.p.A.
Signed by: Aldo Alberto Amorese
(Auditor)
This report has been translated into the English language solely for the convenience of international
readers
122
124
CFO Report
131
Other company information
134
Director’s report
144
Consolidated financial statements
202
Separate financial statements
288
EPRA Performance Measures
304
Annexes
05
Financial Review
ANNUAL REPORT 2021
123
05
FINANCIAL REVIEW
124
CFO REPORT
The
Company
has
focused
on
investment
activities aimed at improving portfolio quality,
reducing risks and
maintaining a profitability
which is satisfactory to the shareholders. During
2021, COIMA RES finalized, during the year,
the sale of the Sarca property at a premium of
36% compared to the purchase price of 2019.
The result obtained will allow the Company to
invest in its portfolio and/or seize any market
opportunities.
Asset
management
activities
have
further
contributed to improving the quality of the
portfolio.
The activities briefly described have yielded the
following results.
(Million Euro)
2021
2020
Gross rents
41.2
44.4
Net real estate operating costs
(4.5)
(4.1)
NOI
36.7
40.3
Other revenues
16.7
(0.1)
G&A costs
(8.6)
(8.4)
Other costs
(0.1)
(0.0)
Non-recurring overheads
(0.4)
(0.3)
EBITDA
44.3
31.5
Net value adjustments
(1.2)
(1.8)
Fair value adjustment
(11.3)
(11.0)
EBIT
31.7
18.7
Financial income
0.0
1.2
Other income and expenses
6.5
8.3
Financial charges
(7.8)
(7.8)
Non-recurring financial charges
(0.5)
(0.5)
Result before taxes
29.8
19.9
Taxes
0.0
0.0
Result after taxes
29.8
19.9
Minority interests
(6.8)
(4.3)
Group result
23.1
15.6
EPRA adjustments
1
(8.1)
1.9
EPRA Earnings
15.0
17.5
EPRA Earnings per share
0.42
0.49
FFO
35.9
24.5
FFO adjustments
2
(15.8)
(0.3)
FFO recurring
20.1
24.2
FFO recurring per share
0.56
0.67
1 I
T
MAINLY
INCLUDES
PROPERTY
REVALUATIONS
AND
GAINS
FROM
THE
SALE
OF
PROPERTIES
.
2 I
T
MAINLY
INCLUDES
NON
-
RECURRING
COSTS
.
In 2021, COIMA RES operated by extracting value from
mature real estate to create the resources needed to make new
investments both in the portfolio and in the market, creating
the conditions for immediate performance and sustainable
future performance.
Fulvio Di Gilio
Chief Financial Officer, COIMA RES
ANNUAL REPORT 2021
125
The year 2021 closed with a Group net profit of
Euro 23.1 million, an increase of Euro 7.5 million
compared to December 31
st
, 2020.
Net Operating Income (hereinafter also "NOI")
amounts to Euro 36.7 million and represents 89%
of rental income.
NOI includes the rentals accrued on the Deutsche
Bank portfolio, the rentals accrued on the Vodafone
property complex, the rentals accrued on Gioiaotto,
the rentals accrued on the property located in
Milan, via Deruta 19, the rentals accrued on the
property located in Milan, via Monte Rosa 93, the
rents accrued on the property located in Milan,
via de Tocqueville 13, the rents accrued on the
Pavilion, the rents accrued on the property located
in Viale Sarca (until the date of the disposals) and
the rents accrued on the property located in Viale
Pasubio.
Net real estate operating costs mainly relate to
property ownership taxes, property management
costs and operating and maintenance expenses
attributable to COIMA RES.
G&A costs include management fees, expenses
for employees, corporate governance and control
functions as well as consultancy, audit, IT,
marketing, communication and other costs.
G&A recurring costs are increasing by 3% due to
the promotion accrued on the sale of the property
Sarca that will be paid only by third parties, while
non-recurring costs are increasing by 7.2% due to
consultancy related to the sale of the property Sarca.
The change in the fair value of the portfolio (pro-
quota) owned, negative for Euro 4.4 million, is down
by Euro 3.0 million compared to December 31
st
,
2020, mainly due to the valuation of a wholesale
sale of the Deutsche Bank branch portfolio for
Euro 12.0 million. If only the office component of
the portfolio were considered, the valuations would
be positive for Euro 7.2 million.
The change in the value of the portfolio, based
on the reports of the Independent Experts CBRE
Valuation S.p.A., Praxi, REAG and Axia.RE, is
attributable for Euro 2.6 million to Deruta, for
Euro 4.7 million to the Vodafone complex, for
Euro 2.3 million to Gioiaotto, for Euro 0.2 million
to Monte Rosa, for Euro 1.3 million to the Pavilion,
for Euro 2.3 million to the Microsoft and for Euro
1.4 million to Tocqueville.
In addition, it should be noted that the Corso Como
Place project has obtained an overall revaluation
of Euro 16.1 million, of which Euro 5.8 million
pertains to the Company.
The portfolio’s value changes are mainly driven by
the Independent Experts' revisiting of the inflation
curve and the market dynamics as well as the
implementation in the models of the development
projects envisaged by the Company.
Financial expenses relate to loans outstanding at
the date of these consolidated financial statements,
remunerated at an all-in cost of approximately 2%,
including hedging costs. Recurring financial expenses
are substantially in line with the previous year.
Non-recurring financial expenses are also in line
with the previous year and refer to the acceleration
of the amortized cost in anticipation of the
repayment, in January 2022, of some financing
lines held by the parent company.
Results achieved in the year ended December 31
st
, 2021
05
FINANCIAL REVIEW
126
Earnings per share amounts to Euro 0.64 and is
calculated based on IFRS accounting principles,
taking into account the average number of
shares outstanding during the period. The EPRA
Earnings, reduced by the effect of the posts subject
to estimate, is equal to Euro 15.0 million (Euro 0.42
per share). The applicant FFO stands at Euro 20.1
million (Euro 0.56 per share).
Property investment, amounting to Euro 687.1
million at December 31
st
, 2021, were down by Euro
71.0 million due to the sale of the Sarca property
for Euro 62.1 million, value adjustments for Euro
11.8 million and capex for Euro 2.9 million.
Investments in associates have
increased to
Euro
9.2 million and mainly include the investment in
the Porta Nuova Bonnet Fund amounting to Euro
54.8 million and the investment in Co-Investment
2SCS, 33% owned by MHREC Sàrl, for Euro 1.5
million. The increase is mainly due to the recall of
commitments and the result for the period of the
Porta Nuova Bonnet Fund.
The value of the interest rate caps is increasing
compared to December 31
st
, 2020, as a result of
the change in fair value and the signing of a new
hedging agreement relating to Microsoft financing.
The Company, in consideration of the positive
outcome of the effectiveness tests, has accounted
for these instruments in accordance with the Hedge
Accounting principle.
The non-current financial receivables amount
to Euro 1.4 million and mainly concern claims
against the purchaser of the Sarca property
following some guarantees issued.
Current trade receivables amount to Euro 13.9
million and are up by Euro 0.2 million, compared
to December 31
st
, 2020, mainly due to lower
recivables against tenants of Euro 4.9 million,
lower accruals and other receivables by Euro 0.1
million and more other assets for Euro 5.2 million.
The other assets are almost entirely attributable
to credit notes to be received by COIMA SGR in
order to sterilize the promotion accrued on the sale
of the property Sarca.
Cash holdings increased by Euro 42.0 million
mainly due to the net realization of the sale of the
Sarca property.
BALANCE SHEET AS AT DECEMBER 31
ST
, 2021 (€/MILLION)
Corso Como Place project
54.8
Other activities
19.3
Real Estate portfolio
687.1
Net debt
212.8
NAV
458.7
Third parties
73.8
Other debts
15.9
ANNUAL REPORT 2021
127
The decrease in non-current assets held for sale,
amounting to Euro 4.3 million, refers to the
execution of sales of the Deutsche Bank branches
in January 2021.
The
Company’s
consolidated
net
financial
indebtedness amounted
to
Euro
212.8
million
at December 31
st
, 2021, decreasing of Euro 82
million due to the effect of repayments made
during 2021 relating to the Deruta property and
the Sarca property following the sale.
As of today, the net LTV is 30.5% and the
Company’s target is to have a structural level of
leverage below 40%.
Payables to non-current lenders
refer
to
the debt
arising from the application of the new international
standard IFRS 16 on leases. In particular, the
amount due to the owners of properties leased by
the Group for the number of years for which the
property is expected to be used is recorded.
Derivative financial
instruments
are
decreasing
of Euro 0.9 million due to the change in their
fair value. The value as at December 31
st
, 2021,
amounts to Euro 0.8 million and was recognised in
accordance with Hedge Accounting principles.
Trade payables and other non-current payables are
decreasing of Euro 0.1 million mainly due to the
change in the fair value of the financial instrument
issued by the Company and acquired by management.
The provisions for risks and charges include the
present value amounting to Euro 0.5 million and
is of a long-term benefit provided to the Chief
Executive Officer and the provision relating to
certain guarantees granted to the purchaser in the
context of the sale of the Sarca property, amounting
to Euro 2.4 million.
Current bank borrowings include the financing
relating to the Gioiaotto property expiring on
March 31
st
, 2022, and the use of the RCF financing,
amounting to Euro 5 million, repaid during
January 2022.
Trade and other current payables decreased by
Euro 2.0 million due to lower deferred income for
an amount equal to Euro 2.9 million, as a result of
lower anticipated invoices compared to the same
period of the previous year. The other changes
concern the lower debts to promissory purchasers,
amounting to Euro 1.3 million, following the sale
of the Deutsche Bank branch net of increased
debts to suppliers of Euro 0.2 million and higher
other debts, for an amount of Euro 3.0 million,
related to the provision of the promote fee
recognized to COIMA SGR following the sale of
the property Sarca.
The Group’s shareholders’ equity amounts to Euro
458.7 million, an increase of Euro 13.3 million
compared to December 31
st
, 2020, due to profits
accrued for Euro 23.1 million and distribution
of dividends and interim dividends for a total of
Euro 10.8 million and other changes for Euro 1.0
million. The NAV per share of Euro 12.70 shows
an increase of 3.0% during 2021.
05
FINANCIAL REVIEW
128
THE COMPANY HAS THE FOLLOWING LOANS IN PLACE:
(THOUSANDS OF EURO)
December 31
st
2021
Maturity
Rate
% hedging
Deutsche Bank branches
30,805
July 16
th
, 2023
Eur 3M + 180 bps
100%
Monte Rosa, Tocqueville
40,990
July 16
th
, 2023
Eur 3M + 160 bps
100%
Pavilion
27,000
October 31
st
, 2023
Eur 6M + 150 bps
80%
Gioiaotto
48,024
March 31
st
, 2022
Eur 3M + 150 bps
80%
Vodafone
126,678
June 27
th
, 2024
Eur 3M + 180 bps
80%
Microsoft
21,810
December 21
st
, 2023
Eur 6M + 190 bps
75%
COIMA RES intends to offer its shareholders a
stable and sustainable dividend that is balanced
with the needs deriving from the restructuring
activities on some properties in the portfolio and
with any requirements for the acquisition of new
properties.
During 2021, the Company distributed a dividend
per share of Euro 20 cents, as the balance of
Euro 10 cents on interim dividend distributed in
November 2020, based on the result of 2020 and
an interim dividend per share of Euro 10 cents of
the net result for 2021.
The Company is applying a pay-out ratio in
line with the minimum required by the REIT
regulations, maintaining the resources necessary
to invest and to implement asset management
activities aimed at improving the performance of
the properties in the portfolio.
The Board of Directors of COIMA RES resolved
to distribute to the shareholders a dividend for
the year 2021 equal to Euro 0.30 per share (Euro
10,831,967.40), in line with the dividend for the
year 2020, of which Euro 0.10 per share already
paid as a down payment in November 2021.
Dividend policy
ANNUAL REPORT 2021
129
The table below summarises the EPRA indicators of COIMA RES at December 31
st
, 2021:
EPRA - performance indicators
EPRA Metrics
Definitions
31/12/2021
(Euro thousands - %)
€ per
share
31/12/2020
(Euro thousands - %)
€ per
share
EPRA Earnings
Recurring profits from typical operating
activities.
14,996
0.42
17,549
0.49
EPRA Cost Ratio
(including vacancy
investment costs)
Ratio of the Company’s recurring
operating
costs
to
recurring
fees
(including vacancy investment costs).
33.2%
30.5%
EPRA Cost Ratio
(excluding vacancy
investment costs)
Ratio of the Company's recurring
operating costs to recurring fees
(excluding vacancy investment costs).
31.7%
28.2%
EPRA Net
Reinstatement Value
(NRV)
Calculated assuming that the Company
never sells assets and aims to represent
the value required to rebuild the entity.
481,243
13.33
466,878
12.93
EPRA Net Tangible
Assets (NTA)
Calculated assuming entities buy and
sell assets, thus crystallizing certain
levels of unavoidable deferred taxes.
460,514
12.75
448,295
12.42
EPRA Net Disposal
Value (NDV)
It represents the shareholder value in
a disposal scenario, where deferred
taxes, financial instruments and some
other adjustments are calculated to
the full extent of their liability, less any
resulting taxes.
456,150
12.63
442,839
12.26
EPRA Net Initial Yield
Calculated as the ratio between the
initial net rent and the gross market
value of the property.
4.5%
5.1%
EPRA Topped-up
Net Initial Yield
Calculated as the ratio of the stabilised
net rent to the gross market value of the
property.
5.2%
5.3%
EPRA Vacancy Rate
Ratio of the market value of the vacant
spaces to the overall market value of
the portfolio.
13.2%
2.5%
For more information on EPRA performance indicators and related reconciliations with financial
statements, please refer to the dedicated sections.
05
FINANCIAL REVIEW
130
CONSOLIDATED AND SEPARATE FINANCIAL
STATEMENTS AS AT DECEMBER 31
ST
, 2021
SUB-INDEX - Chapter 5 Financial review
OTHER COMPANY INFORMATION
.............................................................................................
131
Corporate structure
..................................................................................................................................................
131
Governance
.............................................................................................................................................................
132
DIRECTORS' REPORT
.................................................................................................................
134
Overview of the consolidated financial results
.......................................................................................................
134
CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31
ST
, 2021
.........................
144
Consolidated financial statements
...........................................................................................................................
144
Notes to the consolidated financial statements
.......................................................................................................
149
Certification by the CEO and by the Managing Director responsible for the preparation of the corporate
accounting documents relating to the consolidated financial statements at December 31
st
, 2021
.........................
195
Independent Auditors’ Report
.................................................................................................................................
196
SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31
ST
, 2021
..................................
202
Financial statements
................................................................................................................................................
212
Notes to the financial statements
............................................................................................................................
216
Certification by the CEO and by the Managing Director responsible for the preparation of the corporate
accounting documents relating to the financial statements at December 31
st
, 2021
..............................................
249
Independent Auditors’ Report
.................................................................................................................................
250
Board of Statutory Auditors’ Report
.......................................................................................................................
256
EPRA PERFORMANCE MEASURES
..........................................................................................
288
ANNEXES
.....................................................................................................................................
304
FFO reconciliation
..................................................................................................................................................
304
Glossary
..................................................................................................................................................................
305
Independent appraisers’ reports
..............................................................................................................................
308
ANNUAL REPORT 2021
131
OTHER COMPANY INFORMATION
“
Company
” or “
COIMA RES
”), with legal incorporation in Milan
investment company listed on the Italian Stock Exchange.
estate portfolio of quality and high sustainability content that is able to meet the current and future demand from the
tenants. Currently, COIMA RES owns and manages a real estate portfolio mainly focused on the office segment in
sustainable dividend flow and the potential for real estate appreciation over time.
CORPORATE STRUCTURE
Established by Manfredi Catella in agreement with COIMA REM S.r.l., COIMA SGR S.p.A. and with Qatar
Holding LLC as primary sponsor of the venture, since May 2016 COIMA RES is a company with shares listed on
the Mercato Telematico Azionario organized and managed by Borsa Italiana S.p.A..
05
OTHER COMPANY INFORMATION
132
GOVERNANCE
Board of Directors
1
Caio Massimo Capuano
Chairman, not executive Director
Feras Abdulaziz Al-Naama
Vice Chairman, Independent Director
Manfredi Catella
Chief Executive Officer
Luciano Gabriel
Independent Director
Olivier Elamine
Independent Director
Alessandra Stabilini
Independent Director
Ariela Caglio
Independent Director
Antonella Centra
Independent Director
Paola Bruno
Independent Director
Board of Statutory Auditors
2
Massimo Laconca
Chairman
Milena Livio
Standing Auditor
Marco Lori
Standing Auditor
Emilio Aguzzi De Villeneuve
Alternate Auditor
Maria Stella Brena
Alternate Auditor
Maria Catalano
Alternate Auditor
Remuneration Committee
Alessandra Stabilini
Chairwoman
Caio Massimo Capuano
Member
Olivier Elamine
Member
Investment Committee
Luciano Gabriel
Chairman
Manfredi Catella
Member
Ariela Caglio
Member
Michel Vauclair
Member
Gabriele Bonfiglioli
Member
Matteo Ravà
Member
Control and Risk Committee
Alessandra Stabilini
Chairwoman
Luciano Gabriel
Member
Paola Bruno
Member
Internal Audit and Compliance
Internal Audit is
outsourced
to a specialized company called Consilia Regulatory S.r.l., which has indicated Mr.
Gianmarco Maffioli as responsible for Internal Audit function and Mr. Giacomo del Soldà as responsible for
Compliance function.
1
In charge from April 22
th
, 2021 until the approval of the financial statements as of December 31
st
, 2021.
2
In charge from April 22
th
, 2021 until the approval of the financial statements as of December 31
st
, 2023.
ANNUAL REPORT 2021
133
Risk Manager
Risk management is outsourced to a specialized company Quantyx Advisors S.r.l. which has indicated Mr. Andrea
Di Ciancia as responsible for this function.
Independent Auditors
The shareholders’ meeting held on February 1
st
, 2016, appointed EY S.p.A. as auditors for the statutory audit of the
separate and consolidated financial statements of the Company for the period 2016-2024 in accordance with articles
14 and 16 of Legislative Decree n. 39/2010 dated January 27
th
, 2010.
Executive responsible for the preparation of the company’s accounting documents
Fulvio Di Gilio
Chief Financial Officer
05
DIRECTORS’ REPORT
134
DIRECTORS’ REPORT
OVERVIEW OF THE CONSOLIDATED FINANCIAL RESULTS
3
(in million Euro)
December 31
st
, 2021
per share
December 31
st
, 2020
per share
∆
∆%
Total
property value
687.1
758.1
(71.0)
(9.4%)
EPRA Net Reinstatement Vale
481.2
13.33
446.9
12.93
14.3
3.1%
EPRA Net Tangible Assets
460.5
12.75
448.3
12.42
12.2
2.7%
EPRA Net Disposal Value
456.1
12.63
442.8
12.26
13.3
3.0%
NAV IAS/IFRS
458.7
12.70
445.5
12.34
13.2
3.0%
Debt position
301.8
339.0
(37.2)
(11.0%)
Cash position
90.6
48.7
41.9
86.2%
Net Loan to Value
30.5%
38.3%
(7.8 p.p.)
n.m.
EPRA Net Initial Yield
4.5%
5.1%
(0.6 p.p.)
n.m.
EPRA “topped-up” NIY
5.2%
5.3%
(0.1 p.p.)
n.m.
EPRA vacancy rate
13.2%
2.5%
10.7 p.p
n.m.
(in million Euro)
December 31
st
, 2021
per share
December 31
st
, 2020
per share
∆
∆%
Rents
41.2
44.4
(3.2)
(7.2%)
NOI
36.7
40.3
(3.6)
(8.9%)
EBITDA
44.3
31.5
12.8
40.6%
EBIT
31.7
18.7
13.0
69.5%
Recurring FFO
20.1
0.56
24.2
0.67
(4.1)
(16.9%)
Net profit
23.1
0.64
15.6
0.43
7.5
48.1%
EPRA Earnings
15.0
0.42
17.5
0.49
(2.5)
(14.3%)
EPRA cost ratio (including direct
vacancy costs)
33.2%
30.5%
2.7 p.p.
n.m.
EPRA cost ratio (excluding
direct vacancy costs)
31.7%
28.2%
3.5 p.p.
n.m.
Like for like rental growth
4
(3.4%)
1.8%
(5.2) p.p.
n.m.
WALT (years)
4
4.3
(0.3)
n.m.
As of December 31
st
, 2021 the Group Net Asset Value IAS/IFRS amounts to Euro
458.7 million, an increase of 3%
compared to December 31
st
, 2020.
The key factors affecting the NAV increase are:
§
the EPRA Earnings for the period of Euro 15.0 million;
§
the net profit deriving from the sale of the Sarca property for Euro 13 million;
§
the
negative
fair value
adjustment related to the real estate portfolio, net of minorities of Euro 4.4 million;
§
the reduction due to dividend payment of Euro 10.8 million.
3
For more details on the calculation of EPRA performance measures, please refer to the relative chapter.
4
The like for like rental growth is calculated on the basis of the rents recorded according to IFRS 16.
ANNUAL REPORT 2021
135
The Group’s net profit as of December 31
st
, 2021, amounted to Euro 23.1 million, details of which are shown in the
table below.
(in million Euro)
December 31
st
, 2021
December 31
st
, 2020
Rents
41.2
44.4
Net real estate operating expenses
(4.5)
(4.1)
NOI
36.7
40.3
Other revenues
16.7
(0.1)
G&A
(8.6)
(8.4)
Other expenses
(0.1)
(0.0)
Non-recurring general expenses
(0.4)
(0.3)
EBITDA
44.3
31.5
Net depreciations
(1.2)
(1.8)
Net movement in fair value
(11.3)
(11.0)
EBIT
31.7
18.7
Financial income
0.0
1.2
Other income and expenses
6.5
8.3
Financial expenses
(7.8)
(7.8)
Non-recurring financial expenses
(0.5)
(0.5)
Profit before taxation
29.8
19.9
Income tax
0,0
0.0
Profit
29.8
19.9
Minorities
(6.8)
(4.3)
Profit for the Group
23.1
15.6
EPRA adjustments
5
(8.1)
1.9
EPRA Earnings
15.0
17.5
EPRA Earnings per share
0.42
0.49
FFO
35.9
24.5
FFO adjustments
6
(15.8)
(0.3)
Recurring FFO
20.1
24.2
Recurring per share
0.56
0.67
The NOI margin includes rents generated by the real estate portfolio net of operating costs (such as property taxes,
property management
costs, utilities and maintenance costs).
The decrease of Euro 3.6 million compared to December 31
st
, 2020, is mainly due to the release of the spaces in
Monte Rosa by PWC from February 2021 and the sale of the Sarca property, finalized in August 2021.
As of December 31
st
, 2021, the NOI margin is 89.0% and the current net yield on the portfolio is 4.5%.
Other revenues, amounting to Euro 16.7 million, include income deriving from the disposal of Sarca property
completed in August 2021, net of costs relating to the sale.
5
It mainly includes changes in the
fair value
of properties and the income deriving from the disposal of Sarca.
6
It mainly includes non-recurring costs.
05
DIRECTORS’ REPORT
136
General and administration costs (G&A) include personnel costs, asset management costs, governance and control
function costs as well as consultancy, audit, IT, marketing, communication and other operating costs.
The increase of Euro 0.2 million compared to December 31
st
, 2020, is mainly attributable to the COIMA SGR’s
promote fee
matured on COIMA OPPORTUNITY FUND I following to the sale of the Sarca property.
The other costs show an increase compared a previous year because they include the change in the
fair value
of the
financial instrument, which in 2020 has decreased by Euro 0.1 million.
Non-recurring general expenses consist mainly of provisions for risks, commercial consultancy and intermediation
(Euro 0.4 million).
Net depreciations, amounting to Euro 1.2 million, mainly relate to the depreciation of tangible and intangible fixed
assets, the devaluation of trade receivables during the current year and the value adjustment of properties classified
in inventories.
Net movement in
fair value
shows a negative amount of Euro 11.3 million and it refers to the assessments carried
out by the Independent Experts as of December 31
st
, 2021.
The decrease of financial incomes is due to the dividends received by Italian Copper Fund on 2020, amounting to
Euro 1.2 million.
Other income and expenses amount to Euro 6.5 million and mainly refer to the result of the investment in Porta
Nuova Bonnet, recorded according to the equity method, including the effects deriving from the
fair value
valuation
of the property in the portfolio.
Financial expenses mainly refer to existing loan agreements and related hedging derivatives. The non-recurring
amounts shall include the economic effects resulting from the acceleration of the amortised cost as a result of the
repayment expected in January 2022 following the new loan agreement closed on December 29
th
, 2021.
The Group earnings per share amounted to Euro 0.64 and is calculated in compliance with the IAS/IFRS
international accounting standards, taking into consideration the average number of shares outstanding during the
period.
ANNUAL REPORT 2021
137
The following table summarises the Company’s balance sheet including the reclassification of the investment in the
Porta Nuova Bonnet fund based on proportional consolidation in order to obtain the total value of COIMA RES
Group real estate investments as of December 31
st
, 2021.
The column called “
look-through adjusted
” includes the investment in the Porta Nuova Bonnet Fund consolidated
using the proportional method.
Investment properties, amounting to Euro 687.1 million, include Euro 206.3 million related to the Vodafone real
estate complex, Euro 198.1 million related to Monte Rosa, Tocqueville and Pavilion properties, Euro 54.5 million
related to the Deutsche Bank portfolio, Euro 41.8 million related to Deruta, Euro 84.3 million related to Gioiaotto
and Euro 102.1 million related to Microsoft property.
The other assets mainly consist of derivatives, amounting to Euro 0.2 million, fixed assets for Euro 1.2 million and
financial receivables for Euro 1.4 million. According to IFRS 16, the Group has registered as fixed assets rights of
use (c.d.
right of use
) amounting to Euro 0.7 million, representing mainly the Company’s law, as a lessee, the use
of the spaces covered by the leases in force at the date of this balance sheet.
Investment properties
687.1
758.1
(71.0)
(9.4%)
771.8
Other assets
2.9
1.7
1.2
70,6%
2.9
Investments accounted for using the equity method
56.3
47.1
9.2
19.5%
1.5
Total LT assets
746.3
806.9
(60.6)
(7.5%)
776.1
Trade receivables
13.9
13.7
0.2
1.9%
15.6
Other assets
1.0
1.6
(0.6)
37.5%
1.0
Cash
90.6
48.7
41.9
86.0%
91.3
Total current assets
105.5
64.0
41.5
64.8%
107.9
Held for sale assets
-
4.3
(4.3)
(100.0%)
-
Total assets
851.8
875.2
(23.4)
(2.7%)
884.0
Debt
247.3
317.0
(69.7)
(22.0%)
277.8
Provisions
3.0
0.5
2.5
>100%
3.0
Other liabilities
2.4
3.7
(1.3)
(35.0%)
2.4
Trade payables
13.4
15.6
(2.2)
(14.1%)
15.1
Current Financial Debt
53.2
22.0
31.1
>100%
53.2
Total liabilities
319.3
358.8
(39.5)
(11.0%)
351.5
Minorities
73.8
71.0
2.8
4.0%
73.8
NAV
458.7
445.5
13.2
3.0%
458.7
NAV per share
12.70
12.34
0.36
3.0%
12.70
Net Loan to Value
30.5%
38.3%
31.1%
(in million Euro)
December 31
st
,
2021
December 31
st
,
2020
∆
∆%
December 31
st
, 2021
Look-Through
adjusted
05
DIRECTORS’ REPORT
138
Investments accounted for using the equity method include the investments in Porta Nuova Bonnet fund and in Co-
Investment 2 SCS. The item shows an increase of Euro 9.2 million compared to the 2020 due to the net result and
the equity injections of the year.
Trade receivables, amounting to Euro 13.9 million, relate to: i) receivables from tenants for Euro 2.7 million, of
which Euro 1.2 million relating to rents related to 2022; ii) the accounting effects of the normalization of the rents
(recorded in accordance with IFRS 16), amounting to Euro 3.2 million; iii) prepayments and accrued income for
Euro 1.4 million, iv) costs incurred by the Company in December 2021 as part of the subscription of the new loan
for Euro 1.8 million and v) credit notes to be received for 3.4 million from COIMA SGR for the adjustment of
management fees accrued on COIMA OPPORTUNITY FUND I.
Regarding trade receivables outstanding from tenants as of December 31
st
, 2021, at the date of this report, Euro 2.6
million has already been collected.
The other assets refer to the short-term portion of the amounts deposited in a escrow account and granted as collateral
to the purchaser as part of the Sarca real estate disposal transaction.
The assets held for sale in 2020 include the Deutsche Bank branch in Milan, sold on January 15
th
, 2021, at a price
of Euro 4.3 million and in line with the value recorded in the balance sheet in December 31
st
, 2020.
The Company’s consolidated net financial debt at December 31
st
, 2021 amounted to Euro 212.8 million, a decrease
of Euro 79.2 million compared to December 31
st
, 2020 mainly as a result of the sale of the Sarca property net of the
repayment of the related financing and the reimbursement of the Deruta’s financing, executed on September 30
th
2021.
(in million Euro)
December 31
st
, 2021
December 31
st
, 2020
(A) Cash
90.6
48.7
(B) Cash equivalent
(C) Other current financial asset
(D) Liquidity (A)+(B)+(C)
90.6
48.7
(E) Current Financial debt
(53.2)
(22.0)
(F) Current portion of non-current financial debt
(G) Current financial debt (E)+(F)
(53.2)
(22.0)
(H) Current financial debt (G)-(D)
37.4
26.7
(I) Non-current Financial debt
(248.6)
(319.6)
(J) Debt instruments
(K) Debiti commerciali e altri debiti non correnti
(1.6)
(1.7)
(L) Non-current financial indebtedness (I)+(J)+(K)
(250.2)
(321.3)
(M) Total financial debt (H + L)
(212.8)
(294.7)
On March 4
th
, 2021, ESMA published the Guidelines on disclosure requirements under EU Regulation 2017/1129
describing the new ways of illustrating the net financial position (now defined as "total financial debt") in the
consolidated financial statements of listed companies.
ANNUAL REPORT 2021
139
Compared to the consolidated financial statements as at December 31
st
, 2020, non-current financial debts,
amounting to Euro 248.6 million, are presented net of positive financial derivative instruments and gross of negative
financial derivatives and include debt for lease liabilities arising from the application of the IFRS 16 accounting
policy, while the item trade and other non-current liabilities, include the financial instrument granted to directors
and key managers and deposits paid to the holders.
As of December 31
st
, 2021, the Group’s Net Loan To Value (
net LTV
) was 30.5%.
The item
other liabilities
includes: (i) the financial instrument granted to key managers, amounting to approximately
Euro 0.9 million, in line with the previous year, (ii) the passive hedging derivatives (Interest Rate Swap) of Euro
0.8 million; (iii) financial debt arising from the application of IFRS 16 accounting standard for Euro 0.7 million.
Trade payables include debts and invoices to be received from suppliers for a total amount of Euro 5.0 million (Euro
4.9 million at December 31
st
, 2020), accruals and deferred income mainly linked to the advance invoicing of rents
for Euro 2.4 million (Euro 6.3 million at December 31
st
, 2020), payables for dividends to third parties of Euro 0.7
million (Euro 1 million at December 31
st
, 2020), debts to COIMA SGR for the incentive fee accrued on COIMA
OPPORTUNITY FUND I, amounting to Euro 3.9 million not present in 2020, security deposits of Euro 0.8 million
(Euro 0.8 million at December 31
st
2020), debts to tax authorities, social security institutions and others for Euro
0.6 million (Euro 1.5 million at December 31
st
, 2020).
The item current financial debts of Euro 53.2 million mainly related the outstanding financing on the Gioiatto
property, with a maturity of Euro 48 million, scheduled for March 31
st
, 2022, and Euro 5 million relating to the
Revolving Credit Facility ("
RCF
") signed in October 2020 with the Banco BPM Group for Euro 5 million.
As of December 31
st
, 2021, the average duration of the loans is 1.7 years (3.2 years considering the new loan
disbursed on January 18
th
, 2022) and the average cost of "all in" debt is about 2.03% (about 83% of the debt is
covered by derivative contracts).
The Group’s shareholders’ equity, amounting to Euro 458.7 million (Euro 12.70 per share) increased by Euro 13.2
million compared to December 31
st
, 2020, mainly due to the profit for the period, amounting to Euro 23.1 million,
net of dividends paid in 2021, amounting to Euro 10.8 million.
05
DIRECTORS’ REPORT
140
REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURES
Pursuant to Article 123-bis, par. 3, of Legislative Decree no. 58 of February 24
th
, 1998, the “Corporate Governance
and Ownership Structures Report” is available on the “Governance” section of the COIMA RES S.p.A. SIIQ website
(
).
REMUNERATION REPORT
Pursuant to Article 84-quarter, par.1, of the Issuers’ Regulations, implementing Legislative Decree no, 58 of
February 24
th
, 1998, the “Remuneration Report” is available on the COIMA RES S.p.A. SIIQ website
(
).
ORGANISATIONAL MODEL AND CODE OF ETHICS
On July 27
th
, 2016, the Board of Directors approved the code of ethics and the organizational model (as subsequently
modified), as provided for by Legislative Decree no. 231/2001, and in June 11
th
, 2020 established the supervisory
body and appointed as members Marco Lori, as Chairman, Michele Luigi Giordano and the lawyer Mario Ippolito
from the Carnelutti law firm.
RESEARCH AND DEVELOPMENT
COIMA RES S.p.A. SIIQ did not conduct any research and development activities during 2021.
TREASURY SHARES AND SHARES OR UNITS OF PARENT COMPANIES
As of December 31
st
, 2021, COIMA RES S.p.A. SIIQ did not hold any treasury shares or shares in parent companies.
RELATIONS WITH SUBSIDIARIES, ASSOCIATES AND PARENT COMPANIES
With reference to the type of transactions between Group companies and related party transactions, reference should
be made to paragraph 35 - Related party transactions.
ANNUAL REPORT 2021
141
SUBSEQUENT EVENTS
On January 18
th
, 2022, Crédit Agricole Corporate and Investment Bank (acting as agent bank), BNP Paribas, ING
Bank and UniCredit provided the Company with a new loan of Euro 120,000 thousand, subscribed on December
29
th
, 2021, with simultaneous repayment and repayment of outstanding loans totalling Euro 98,795 thousand. The
financing has a maturity of 5 years and a cost "all in" of about 2.1%.
On February 9
th
, 2022, COIMA RES announced that it had reached an agreement to purchase an office complex in
Milan, in Via Giovanni Battista Pirelli 32 through COIMA Opportunity Fund I held at 78.29%. The property will
be acquired at a price of Euro 58.200 thousand and will be sold by the Effepi Real Estate fund, a real estate
investment fund whose shares are held entirely by the Pension Fund UniCredit, managed by Generali Real Estate
S.p.A. SGR. The closing of the transaction is expected by the end of the first quarter of 2022.
Regarding the possible impacts deriving from the Russian-Ukrainian crisis, it should be noted that, considering the
domestic activity of the Company, the tenant portfolio and the type of agreements in place, there are no impacts on
the results as of December 31
st
, 2021. The effects that could instead occur in the year 2022, in consideration of the
development activities planned over the years, are mainly the procurement of raw materials and the related cost.
The dynamics can result in an increase in the expected construction costs and in a lengthening in the completion
times of projects that are currently not quantifiable. The Company is constantly monitoring the evolution of the
crisis in order to put in place the necessary safeguards to mitigate the aforementioned risks.
BUSINESS OUTLOOK
The Company has continued to pursue its strategy of consolidating the quality of the portfolio, selling mature real
estate and investing in its portfolio in order to reposition properties that need work. Such strategy will involve a
reduction of the revenues from lease in the next few years for effect of the phase of shipbuilding in particular of the
real estate Monte Rosa, Deruta and Tocqueville. At the end of the redevelopment of the aforementioned buildings,
the level of rents will return to a higher level than that shown at December 31
st
, 2021 and equal to Euro 41.2 million.
The result of the consolidated financial statements as of December 31
st
, 2021 attributable to COIMA RES amounted
to Euro 23.1 million. The Board of Directors of the Company will propose to the Shareholders’ Meeting a dividend
of Euro 10.8 million (Euro 0.30 per share), in line with what was distributed in previous years.
The dividend was calculated on the basis of the results of the Parent Company and the current legislation on listed
real estate investment companies (SIIQ).
The Company expects that the portfolio composed and described in the previous pages may generate positive
economic and financial results, giving the Company the possibility to generate profits in subsequent years and to
distribute dividends to its shareholders.
On the basis of the above, The Directors have prepared these consolidated financial statements with a view to the
continuation of business as they consider all the elements that confirm the Company’s ability to continue operating
as an entity.
With regard to the continuation of the COVID-19 epidemic in Italy, the Company has not had any significant impact
on financial results, as the COIMA RES portfolio is characterised by diversified conductors consisting mainly of
multinational companies. During the year, COIMA RES demonstrated its solidity and resilience, maintaining rental
income levels in line with previous years.
05
DIRECTORS’ REPORT
142
Implications of the Covid-19 epidemic on the consolidated balance sheet
The restrictive measures, relating to the COVID-19 pandemic, continued for much of 2021 although to a lesser
extent than in the lock-down period of 2020.
The current situation did not reveal any particular difficulties for the
holders compared to what was already highlighted in previous periods, as the restrictive measures resulted in the
closure of limited commercial activities with very limited impact for the Company.
In fact, the Company’s portfolio consists mainly of offices, a more resilient segment, and with a limited percentage
of the portfolio focused on hospitality and retail (about 5%).
At the date of this report, COIMA RES received 100% of the rents due in 2021.
In terms of evaluation, the Independent Experts express less uncertainties in formulating their opinions than the
assessments of the previous year.
The real estate portfolio for office use has remained substantially unchanged in value although some properties have
had corrections. These corrections did not lead to any problems with exceeding covenant levels. In addition, in
almost all funding there are care mechanisms that would allow the Company, in view of the significant cash position,
to avoid the loss of the benefit of the term.
In terms of liquidity, the Group has a solid financial position with a total liquidity of over Euro 90.5 million. With
regard to financing, Euro 53 million were classified as short-term loans that will be renegotiated in the first half of
2022 and, in view of the quality of the buildings, there are no possible problems in the extension of these loans.
ANNUAL REPORT 2021
143
SIIQ REGIME
The application of the SIIQ regime is subject to the condition that the companies concerned mainly carry out real
estate leasing activities.
The prevalence should be verified based on two indices:
§
one of an asset nature: real estate owned by way of property or other right in rem used for rental activities
represents at least 80% of the assets - "
asset test
".
§
the other income statement: in each financial year, revenues from leasing activities account for at least 80% of
the positive components of the income statement - "
profit test
" (ratio of exempt operating income to total
income).
At the date of these financial statements, the Company is compliant with both indices.
OTHER INFORMATION
Option to derogate (OPT OUT) the obligation to publish a document in the event of
significant transactions
Company’s Board of Directors on September 14
th
, 2015, resolved to make use of the derogation provided for in
Articles 70, paragraph 8 and 71, paragraph 1-bis of Consob Regulation no. 11971/99.
Definition of SMEs
With reference to the definition of SMEs, in Article 1, paragraph 1, letter w-quater.1) of the TUF and Art.2-ter of
Consob Issuers’ Regulations, it should be noted that, at the date of these financial statements, the Company falls
within this definition as it has a market capitalisation of less than Euro 500 million, as shown in the following table:
Average market capitalization 2021
Average market capitalization 2020
Average market capitalization 2019
242,506,312
233,090,558
291,593,852
05
CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31
ST
, 2021
144
CONSOLIDATED FINANCIAL STATEMENTS AS AT
DECEMBER 31
ST
, 2021
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF PROFIT/(LOSS) FOR THE YEAR
(in thousands Euro)
Notes
December 31
st
,
2021
of which related
parties
December 31
st
,
2020
of which related
parties
Income statements
Rents
3
Net real estate operating expenses
4
(4,556 )
(743 )
(4,074 )
(896 )
Net rents
(743 )
(896 )
Income / (losses) from real estate disposals
5
(413 )
(100 )
Costs of sales
Net revenues from disposal
(413 )
(100 )
G&A expenses
6
(8,801 )
(5,656 )
(8,549 )
(5,254 )
Other operating expenses
7
(310 )
(11 )
(165 )
Gross operating income
(6,823 )
(6,028 )
Net depreciation
8
(1,204 )
(84 )
(1,785 )
(81 )
Net movement in fair value
9
(11,304 )
(11,001 )
Net operating income
(6,907 )
(6,109 )
Net income attributable to non-controlling interests
10
Income / (loss)
of which non-recurring
Financial income
11
Financial expenses
11
(8,393 )
(8 )
(8,304 )
(8 )
Profit before tax
(6,915 )
(6,117 )
Income tax
12
Profit
(6,915 )
(6,117 )
Minorities
(6,773 )
(4,334 )
Profit for the Group
(6,915 )
(6,117 )
ANNUAL REPORT 2021
145
EARNINGS PER SHARE
(in Euro)
Notes
December 31
st
, 2021
December 31
st
, 2020
Earnings per share
Basic, net income attributable to ordinary shareholders
13
Diluted, net income attributable to ordinary shareholders
13
CONSOLIDATED STATEMENT OF OTHER ITEMS IN THE COMPREHENSIVE INCOME
STATEMENT
(in thousands Euro)
Notes
December 31
st
, 2021
December 31
st
, 2020
Profit for the year
Other comprehensive income to be reclassified to profit of the period in
subsequent periods
23
Other comprehensive income not to be reclassified to profit of the period in
subsequent periods
Other comprehensive income
Referable to:
Group shareholders
Minorities
05
CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31
ST
, 2021
146
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(in thousands Euro)
Notes
December 31
st
,
2021
of which related
parties
December 31
st
,
2020
of which
related parties
Assets
Real estate investments
14
Other tangible assets
15
Intangible assets
15
Investments accounted for using the equity
method
16
Deferred tax assets
17
Derivatives
18
Non-current financial receivables
19
Total non-current assets
Inventories
20
Current financial receivables
19
Trade and other current receivables
21
Cash and cash equivalents
22
Total current assets
Non-current assets held for sale
14
Total assets
Liabilities
Capital stock
Share premium reserve
Valuation reserve
(736 )
(1,428 )
Interim dividend
(3,611 )
(3,611 )
Other reserves
Profit for the year
Total Group shareholders' equity
23
Minorities
23
Shareholders' equity
23
Non-current bank borrowings
24
Non-current financial liabilities
25
Payables for post-employment benefits
26
Provisions for risks and charges
27
Derivatives
28
Trade and other non-current liabilities
29
Total non-current liabilities
Current bank borrowings
24
Trade and other current liabilities
30
Current tax payables
31
Total current liabilities
Total liabilities
Total liabilities and shareholders’ equity
ANNUAL REPORT 2021
147
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(in thousands Euro)
Capital stock
Share premium
reserve
Valuation reserve
Other reserves /
(interim dividend)
Profit / (loss)
carried forward
Profit / (loss) for
the period
Total Group
Shareholders’
equity
Minorities
Total
Shareholders’
equity
Balance as of
January 1
st
, 2020
(1,677 )
Allocation of profit for the year
(24,752 )
Distribution of dividends 2019
7
(7,221 )
(7,221 )
(2,817 )
(10,038 )
2020 interim dividend
(3,611 )
(3,611 )
(3,611 )
Valuation of derivatives
Partial redemption of units
(1,750 )
(1,750 )
Reserve for actuarial gain/(loss)
IAS 19
Profit for the period
Balance as of
December 31
st
, 2020
(1,428 )
Allocation of profit for the year
(8,406 )
Distribution of dividends 2020
8
(7,221 )
(7,221 )
(3,626 )
(10,847 )
2021 interim dividend
(3,611 )
(3,611 )
(3,611 )
Valuation of derivatives
Partial redemption of units
(500 )
(500 )
Reserve for actuarial gain/(loss)
IAS 19
Profit for the period
Balance as of
December 31
st
, 2021
(736 )
7
Not including the interim dividend on 2019 results amounting to Euro 3,611 thousand, paid in November 2019.
8
Non including the interim dividend on 2020 results amounting to Euro 3,611 thousand, paid in November 2020.
05
CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31
ST
, 2021
148
CASH FLOW STATEMENT
(in thousands Euro)
Notes
2021
2020
Profit for the period before tax
Adjustments to reconcile the profit to net cash flow:
Net depreciation
8
Severance pay
6
Net movement in fair value property
9
Net income attributable to non-controlling interests
10
(6,470 )
(8,284 )
Income / (losses) from real estate disposals
5
(16,677 )
Badwill
Financial income
11
Financial expenses
11
Net movement in fair value of financial instrument
7
(122 )
Changes in working capital:
(Increase) / decrease in trade and other current receivables
21
(390 )
(3,828 )
Increase / (decrease) in trade payables and other current liabilities
30
(2,216 )
(Increase) / decrease in current tax payables
31
Increase / (decrease) in trade payables and other non-current liabilities
29
(162 )
(4 )
Other changes in working capital
Net cash flows generated (absorbed) from operating activities
Investment activities
(Acquisition) / disposal of real estate properties
14
(Acquisition) / disposal of other tangible and intangible assets
15
(119 )
(121 )
(Increase) / decrease in financial assets
21
Purchase in subsidiaries (net of cash acquired)
Purchase of associated companies
16
(2,696 )
(5,214 )
Net cash flow generated (absorbed) from investment activities
Financing activities
Shareholders' contribution / (dividends paid)
23
(10,670 )
(10,812 )
Dividends paid to minorities
23
(4,127 )
(4,567 )
(Acquisition) / closing of derivatives
28
(193 )
(252 )
Change in interests in subsidiaries
Increase / (decrease) in bank borrowings and other non-current lenders
24
Repayment of borrowings
24
(45,549 )
(18,124 )
Net cash flows generated (absorbed) from financing activities
(55,539 )
(33,755 )
Net increase / (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the period
ANNUAL REPORT 2021
149
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1.
Principles of preparation and changes in accounting standards
1.1 Principles of preparation
The consolidated financial statements of the Company have been prepared in accordance with the International
Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and endorsed
by the European Union.
Starting from the financial year 2021, in accordance with article 4 of the “Transparency Directive”, the annual
financial report has been prepared in accordance with the European Single Electronic Format (“ESEF”) as the
Company is listed on a regulated market of the European Union. In addition, the Company has marked the IFRS
consolidated financial statements using the XBRL marking language. In order to be compliant with the
aforementioned legislation, the Company has equipped itself with a specific dedicated IT software.
The consolidated financial statements have been prepared in accordance with the historical cost principle, except
for investment property, financial instruments, derivative financial instruments, financial assets measured at
fair
value
and contingent consideration which are recognized at
fair value
. The book value of assets and liabilities that
are subject to
fair value
hedging transactions and which would otherwise be recorded at amortised cost is adjusted
to take account of changes in
fair value
attributable to the hedged risks.
The consolidated financial statements are presented in euros and all amounts are rounded to thousands of euros,
unless otherwise stated.
The consolidated financial statements comprise the statement of financial position, the statement of profit/(loss) for
the year, the statement of other comprehensive income, the statement of changes in shareholders’ equity, the
statement of cash flows and the notes to the financial statements.
The consolidated financial statements provide comparative information referring to the previous year and have been
prepared on a going concern basis, in accordance with the principle of accrual-based accounting, in compliance with
the principle of relevance and significance of information and the prevalence of substance over form.
Offsets between assets and liabilities and between costs and revenues are made only if required or permitted by a
standard or an interpretation thereof.
The financial statements adopted are consistent with those required by IAS 1 – “Presentation of Financial
Statements” in particular:
§
the statement of financial position has been prepared by classifying assets and liabilities according to the
"current / non-current" criterion;
§
the statement of profit/(loss) for the year and the statement of other comprehensive income have been
prepared by classifying operating costs by nature;
§
the cash flow statement was prepared according to the "indirect method";
§
the statement of changes in shareholders’ equity.
The formats used, as specified above, are those that best represent the economic standing and financial position of
the Company.
05
CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31
ST
, 2021
150
1.2 Consolidation
Scope of consolidation
The consolidated financial statements have been prepared on the basis of the financial statements at December 31
st
,
2021 prepared by the entities included in the scope of consolidation and adjusted, where necessary, in order to align
them with the accounting standards and classification criteria in accordance with IFRS. The scope of consolidation
includes COIMA RES S.p.A. SIIQ, as Parent Company, and the entities summarised in the table below.
Entity
Direct participation
% owned
Consolidation method
COIMA CORE FUND IV
COIMA RES S.p.A. SIIQ
100.0%
Full consolidation
COIMA CORE FUND VI
COIMA RES S.p.A. SIIQ
88.2%
Full consolidation
MHREC REAL ESTATE SARL
COIMA CORE FUND VI
100.0%
Full consolidation
COIMA RES SIINQ I
COIMA RES S.p.A. SIIQ
100.0%
Full consolidation
COIMA CORE FUND VIII
COIMA RES S.p.A. SIIQ
50.0%
Full consolidation
LORENTEGGIO CONSORTIUM
COIMA CORE FUND VIII
69.2%
Full consolidation
COIMA OPPORTUNITY FUND I
COIMA CORE FUND VI
88.8%
Full consolidation
FELTRINELLI PORTA VOLTA
COIMA CORE FUND VI
COIMA OPPORTUNITY FUND I
52.9%
47.1%
Full consolidation
CO-INVESTMENT 2 SCS
MHREC REAL ESTATE SARL
33.3%
Equity method
BONNET
COIMA RES S.p.A. SIIQ
35.7%
Equity method
P. N. GARIBALDI CONSORTIUM
COIMA RES S.p.A. SIIQ
4.0%
Equity method
IN. G. RE. SCRL
COIMA RES S.p.A. SIIQ
1.9%
Equity method
The Company consolidates the mentioned funds and companies in the consolidation financial statements because
all the criteria provided by paragraphs 6 and 7 of IFRS 10 in relation to the consolidation of the investment entities
are met.
Consolidation methods
The consolidated financial statements include the financial statements of the Company and its subsidiaries as of
December 31
st
, 2021. The financial statements have been prepared using the same accounting principles as those
used by the Company for each accounting period.
The main consolidation methods used to prepare the consolidated financial statements are the following:
subsidiaries are consolidated from the date control is effectively transferred to the Company and cease to be
consolidated from the date control is transferred outside the Company; control exists when the Company has the
power, directly or indirectly, to influence a company’s financial and managerial policies in such a way as to obtain
benefits from its operations;
the consolidation of the subsidiaries was prepared with the integral method; the technique consists in consolidating
all the balance items in their global amount, that is, regardless of the percentage of ownership.
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Only when determining the Net Equity and the result for the year, any share attributable to third parties is highlighted
in the appropriate line of the Balance Sheet and Income Statement;
the consolidation of related companies is determined with pro-quota adjustments of the participation of changes in
equity of associated companies;
the carrying value of equity investments is eliminated against the assumption of their assets and liabilities;
all intercompany assets, liabilities, income and losses, including unrealized profits deriving from transactions
between Group companies, are eliminated.
As for COIMA CORE FUND VIII, of which the Company holds 50% of units, the management has analysed in
detail the fund management regulations, with reference to the operating methods, as well as the decision-making
structure of the advisory committee and of the Shareholders’ Meeting, considering the requisites envisaged by IFRS
10 in relation to the exercise of control to be satisfied and therefore to the line-by-line consolidation.
1.3 Main balance sheet items
Real estate investments
Investment property is represented by property held to earn rental income and/or for capital appreciation and not
for use in the production or supply of goods or services or for administrative purposes.
Investment property is initially recognized at cost including incidental expenses and acquisition, consistent with
IAS 40, and subsequently measured at
fair value,
recognizing in the income statement the effects of changes in
fair
value
of investment property in the year such occur.
The costs incurred relating to subsequent interventions are capitalized on the carrying value of the investment
property when it is probable that they will generate future economic benefits and their cost can be measured reliably.
Other maintenance and repair costs are expensed as incurred.
The
fair value
of the investment property does not reflect future capital investments that will improve or enhance
the properties and does not reflect future benefits from this expenditure.
Investment property is derecognized when sold (at the date on which the buyer obtains the control) or when it is
permanently withdrawn from use and no future economic benefits are expected from its disposal. The amount of
consideration to be considered for determining the profit or loss deriving from the cancellation of an investment
property is determined in accordance with the requirements for determining the price of the transaction in IFRS 15.
IFRS 13 defines the
fair value
as the price (
exit price)
that would be received for the sale of an asset, or that would
be paid for transfer of a liability in a regular transaction between market participants at the valuation date.
In particular, in measuring the
fair value
of investment property, as required by IFRS 13, the company must ensure
that the fair value
reflects, among others, rental income from current leases, and other reasonable and supportable
assumptions that market participants would use to price real estate properties under current conditions.
In accordance with IFRS 13, the
fair value
valuation of a non-financial asset considers the ability of a market
operator to generate economic benefits from using the asset at its
highest and best use or
selling it to another market
participant that would employ such at its highest and best use.
According to IFRS 13, an entity must employ valuation techniques appropriate to the circumstances and for which
enough data are available to measure the
fair value
, maximizing the use of relevant observable inputs and
minimizing the use of unobservable inputs. The
fair value
is measured based on observable transactions in an active
market, adjusted if necessary, depending on the specific characteristics of each investment property. If such
information is not available, to determine the
fair value
for measurement of the investment property, the company
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uses the discounted cash flow method (for a period that varies according to the duration of existing contracts) related
to future net income from leasing of property, and it is assumed that the property is sold at the end of this period.
Investment property is valued with the support of an external independent valuation company, duly recognized in
terms of professional qualification and recent experience in the leasing and characteristics of the property evaluated.
The Company has adopted an internal procedure for the selection and appointment of independent experts as well
as for the valuation of investment properties. On the selection and appointment of the independent experts, the
procedure requires specific operational binding instructions to verify, through appropriate written statements or
acquiring specific certifications, that independent experts respond to business needs and with local regulations.
Valuations are prepared at least six months, in compliance with the standard "RICS Valuation - Professional
Standards" and in compliance with applicable regulations and the recommendations provided by ESMA European
Securities and Markets Authority.
The remuneration provided for assessments as of December 31
st
, 2021 has been preliminarily defined as a fixed
amount based on the size of the individual investment property. The process by which the Company determines the
fair value
of its real estate investments, however, falls within the estimation processes, which implies the forecast
of costs and revenues related to each investment and the formulation of assumptions on variables of calculation
models that depend on expectations the performance of real estate and financial markets as well as the general
economic conditions that affect rent levels and the reliability of tenants, and that, in consideration of the uncertainty
connected to the realization of any future event, are able to determine variations, even significant and in the short
term, the conclusions of the experts and therefore of the results of the financial statements, albeit in constant
evaluation models. As for the use of estimates regarding real estate investments, refer to paragraph 15 – Real estate
investments.
Real estate initiatives in progress
The real estate initiatives in progress are measured at
fair value
according to the international accounting standard
IAS 40 -
Fair value option
, if:
§
the destination to the lease or the appreciation of the invested capital is envisaged, and
§
the
fair value
of investments can be reliably determined.
In accordance with the provisions of Consob recommendation DIE/0061944, the estimate of
fair value
is considered
reliable if the following main conditions are met:
§
the project is in advanced state, or
§
the main building permits and authorizations have been obtained, the main tasks for the realization of the
project have been assigned and there are no financing difficulties in the subsequent development phases.
If these conditions are not met, the property is accounted for in accordance with IAS 16.
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Inventories
Inventories consist of lands - also to be built -, properties under construction and renovation, completed properties,
for which the purpose is the sale to third parties and is not maintaining the property portfolio to perceive the rental
income.
Lands for developments are valued at the lower of acquisition cost and estimated realizable value. Cost includes
incremental expenses and borrowing costs eligible for capitalization, where the following conditions:
management has taken decision on the allocation of significant areas in its use, development, or direct sale;
being incurred costs to obtain the asset;
being incurred borrowing costs.
Properties under construction and / or being restructured, are valued at the lower of cost, including incremental
expenses of their value and capitalizable financial charges, and estimated realizable value.
The properties for sale are valued at the lower of cost or market value based on transactions of similar properties by
location and type. The acquisition cost is increased by any incremental expenses incurred up to the time of sale.
In view of the fact that the Company’s investment strategy is focused on the creation of stable cash flows deriving
from the lease of the real estate portfolio, management has deemed it appropriate to classify under this item those
properties that do not meet the characteristics of the Company’s core business, i.e. vacant properties that do not
generate lease payments.
Property, plant and equipment
Plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any.
This cost includes the cost of replacing part of the plant and equipment and borrowing costs for long-term
construction projects if the recognition criteria are met. When significant parts of plant and equipment are required
to be replaced at intervals, the Group depreciates them separately based on their specific useful lives. Likewise,
when a major inspection is performed, its cost is recognized in the carrying amount of the plant and equipment as
are placement if the recognition criteria are satisfied. All other repair and maintenance costs are recognized in profit
or loss as incurred.
Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, as follows:
Machinery and equipment
5 years
Plant and office properties
12 years
An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal
or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition
of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is
included in the statement of profit or loss when the asset is derecognized.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each
financial year end and adjusted prospectively, if appropriate.
Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets
acquired in a business combination is their
fair value
at the date of acquisition. Following initial recognition,
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intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses.
Internally generated intangibles, excluding capitalised development costs, are not capitalised and the related
expenditure is reflected in profit or loss in the period in which the expenditure is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite lives are amortised over the useful economic life (5 years) and assessed for impairment
whenever there is an indication that the intangible asset may be impaired. The amortisation period and the
amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting
period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits
embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated
as changes in accounting estimates.
An intangible asset is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future
economic benefits are expected from its use or disposal. Any gain or loss arising upon derecognition of the asset
(calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in
the statement of profit or loss.
Investment in associates and joint ventures
An associate is an entity over which the Group has significant influence. Significant influence is the power to
participate in the financial and operating policy decisions of the investee but is not control or joint control over those
policies.
A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have
rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an
arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the
parties sharing control.
The considerations made in determining significant influence or joint control are similar to those necessary to
determine control over subsidiaries. The Group’s investment in its associate and joint venture are accounted for
using the equity method.
Under the equity method, the investment in an associate or a joint venture is initially recognised at cost. The carrying
amount of the investment is adjusted to recognise changes in the Group’s share of net assets of the associate or joint
venture since the acquisition date. Goodwill relating to the associate or joint venture is included in the carrying
amount of the investment and is not tested for impairment separately.
The statement of profit or loss reflects the Group’s share of the results of operations of the associate or joint venture.
Any change in OCI of those investees is presented as part of the Group’s OCI. In addition, when there has been a
change recognised directly in the equity of the associate or joint venture, the Group recognises its share of any
changes, when applicable, in the statement of changes in equity. Unrealised gains and losses resulting from
transactions between the Group and the associate or joint venture are eliminated to the extent of the interest in the
associate or joint venture.
The aggregate of the Group’s share of profit or loss of an associate and a joint venture is shown on the face of the
statement of profit or loss outside operating profit and represents profit or loss after tax and noncontrolling interests
in the subsidiaries of the associate or joint venture.
The financial statements of the associate or joint venture are prepared for the same reporting period as the Group.
When necessary, adjustments are made to bring the accounting policies in line with those of the Group.
After application of the equity method, the Group determines whether it is necessary to recognise an impairment
loss on its investment in its associate or joint venture. At each reporting date, the Group determines whether there
is objective evidence that the investment in the associate or joint venture is impaired. If there is such evidence, the
Group calculates the amount of impairment as the difference between the recoverable amount of the associate or
joint venture and its carrying value, and then recognises the loss within ‘Share of profit of an associate and a joint
venture’ in the statement of profit or loss.
Upon loss of significant influence over the associate or joint control over the joint venture, the Group measures and
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recognises any retained investment at its fair value. Any difference between the carrying amount of the associate or
joint venture upon loss of significant influence or joint control and the fair value of the retained investment and
proceeds from disposal is recognised in profit or loss.
Cash and cash equivalents
Cash and cash equivalents include cash on hand and short-term deposits, in the latter case with a maturity of no
more than three months, which are not subject to significant risks associated with the change in value.
Cash and cash equivalents are stated at their nominal value and the spot rate at year-end, if in foreign currency.
Non-current assets held for sale and discontinued operations
The Group classifies non-current assets and disposal groups as held for sale if their carrying amounts will be
recovered principally through a sale transaction rather than through continuing use. Non-current assets and disposal
groups classified as held for sale are measured at the lower of their carrying amount and
fair value
less costs to sell.
Costs to sell are the incremental costs directly attributable to the disposal of an asset (disposal group), excluding
finance costs and income tax expense.
The criteria for held for sale classification is regarded as met only when the sale is highly probable, and the asset or
disposal group is available for immediate sale in its present condition. Actions required to complete the sale should
indicate that it is unlikely that significant changes to the sale will be made or that the decision to sale will be
withdrawn. The Company must be committed to the plan to sell, which has to be completed within one year from
the date of the classification. Property, plant and equipment and intangible assets are not depreciated or amortised
once classified as held for sale.
Assets and liabilities classified as held for sale are presented separately as current items in the statement of financial
position.
A disposal group qualifies as discontinued operation if it is a component of an entity that either has been
disposed of, or is classified as held for sale, and:
§
represents a separate major line of business or geographical area of operations
§
is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of
operations, or
§
is a subsidiary acquired exclusively with a view to dispose it.
Net Equity
Capital stock
The capital stock represents the nominal value of payments and contributions made in this regard by shareholders.
Valuation reserve
When derivatives hedge the risk of cash flow variations of covered instruments (cash flow hedge; e.g. hedging the
cash flow variation of assets/liabilities due to exchange rates movements), the changes in the
fair value
of the
derivatives considered effective are initially recognized in the valuation reserve, relating to the other components
of the overall profit and subsequently charged to the income statement in line with the economic effects produced
by the hedged transaction.
Cash dividend and Interim dividend
The Company recognises a liability to pay a dividend when the distribution is authorised, and the distribution is no
longer at the discretion of the Company. As for the corporate laws in Europe, a distribution is authorized when it is
approved by the shareholders. A corresponding amount is recognised directly in equity.
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Severance pay
Severance pay fund (TFR) is considered as a defined benefit plan. The benefits promised to employees are
recognized monthly with the maturation and are paid upon termination of employment. The severance pay is accrued
based on the seniority reached at the end of each individual employee in accordance with the laws and labour
contracts in force at the reporting date. The provision reflects the liability towards employees, based on experience
and seniority wages paid, recalculated based on its actuarial value. The adopted actuarial assessments are the best
estimates of the variables that determine the final cost of the subsequent performance at the end of the employment
relationship.
Provision for risks and charges
The provisions for risks and charges relate to costs and charges of a determined nature and of certain or probable
existence which at the closing date of the period are undetermined in the amount or date of occurrence. Provisions
are recognized when: (i) the existence of a current obligation, legal or implicit, deriving from a past event is
probable; (ii) it is probable that the fulfilment of the obligation will be expensive; (iii) the amount of the obligation
can be estimated reliably. The provisions are entered at the value representative of the best estimate of the amount
that the Company would rationally pay to extinguish the obligation or to transfer it to third parties on the closing
date of the period. When the financial effect of time is significant and the payment dates of the obligations can be
estimated reliably, the provision is subject to discounting; the increase in the provision connected with the passage
of time is charged to the income statement under "
financial charges
". When the liability relates to tangible assets
(e.g. area reclamation), the provision is recognized as a contra-entry to the asset to which it refers; the income
statement is entered through the amortization process. The provisions are periodically updated to reflect changes in
cost estimates, implementation times and discount rates; the estimate revisions of the funds are recognized in the
same income statement item that previously accepted the provision or, when the liability relates to tangible assets
(e.g. area reclamation), as a contra-entry to the asset to which it refers.
The notes to the financial statements illustrate the potential liabilities represented by possible (but not probable)
obligations, deriving from events the existence of which will be confirmed only if one or more assumptions are
found that are not totally under the control of the Company. For more details, see the description in paragraph 6 –
G&A expenses.
Financial instruments
Financial instruments are an incentive recognized to management in relation to their significant contribution during
the start-up and development of the Company. These financial instruments will entitle the payment of a return linked
to changes in the Net Asset Value (NAV) to be carried out also through the assignment of shares in the Company.
Financial instruments are initially recognized at
fair value
, recording the effects deriving from the change in fair
value in the period in which they occur in the income statement. The
fair value
at the end of the period is determined
through estimates made by management, also through the support of independent experts. The process by which the
Company determines the
fair value
of the instrument is part of the estimation process, which implies the forecast of
cash flows based on variables that depend on expectations of the performance of the real estate and financial markets
and the general market conditions, able to determine changes, even significant and in the short term, on the
conclusions of the experts and therefore of the financial results.
Financial liabilities - Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss,
loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as
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appropriate.
All financial liabilities are recognised initially at
fair value
and, in the case of loans and borrowings and payables,
net of directly attributable transaction costs.
The Group’s financial liabilities include trade and other payables, loans and borrowings including financial
instruments and derivative financial instruments.
Loans and borrowings
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using
the EIR method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as
through the EIR amortization process.
Amortized cost is calculated by considering any discount or premium on acquisition and fees or costs that are an
integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit or loss.
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or
the terms of an existing liability are substantially modified, such an exchange or modification is treated as the
derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying
amounts is recognized in the statement of profit or loss.
IFRS 9 - Derivatives financial instruments
The Group uses derivative financial instruments including
interest rate caps
and
interest rate swaps
to hedge interest
rate risks on loans. These derivative financial instruments are recognised at
fair value
in accordance with IFRS 9
and are recognised as financial assets when the fair value is positive and as financial liabilities when the
fair value
is negative.
When initiating a hedging transaction, the Group formally designates and documents the hedging relationship, to
which it intends to apply hedge accounting, its risk management objectives and the strategy pursued.
This documentation includes the identification of the hedging instrument, the hedged item, the nature of the risk
and the manner in which the Group will assess whether the hedging relationship meets the requirements for hedge
effectiveness (including analysis of the sources of hedge ineffectiveness and how the hedging relationship is
determined). The hedging relationship meets the eligibility criteria for hedge accounting if it meets all the following
requirements for hedge effectiveness:
§
there is an economic relationship between the hedged item and the hedging instrument;
§
the effect of credit risk does not ‘dominate the value changes’ that result from that economic relationship.
§
the hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item
that the Group hedges and the quantity of the hedging instrument that the Group uses to hedge that quantity of
hedged item.
As for the cash flow hedge, the effective portion of the gain or loss on the hedging instrument is recognised in OCI
in the “cash flow hedge reserve”, while any ineffective portion is recognised immediately in the statement of profit
or loss. The cash flow hedge reserve is adjusted to the lower of the cumulative gain or loss on the hedging instrument
and the cumulative change in
fair value
of the hedged item.
Impairment
IFRS 9 requires the Company to record the expected credit losses on all items such as loans and trade receivables,
having as reference either a period of 12 months or the entire contractual duration of the instrument (e.g.
lifetime
expected loss
). The Company applies the simplified approach and therefore records any expected losses on all trade
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receivables based on their remaining contractual duration. The Company has assessed the impact of its receivables
in its portfolio, both of a commercial and financial nature, taking into account the characteristics of the receivables,
the counterparties and the collection times, even though not all receivables are guaranteed, and the effects deriving
from the application of the new criterion are not significant taking into account the risk profile of its customers.
Hedge Accounting
As of the date of this report, the Company uses hedge accounting with reference to
interest cap rate
instruments
underwritten. Considering the provisions of the standard, the Company has established that all existing hedging
relationships that are currently designated as effective hedges continue to qualify for hedge accounting in
accordance with IFRS 9. However, the standard provides for the recognition of the effects deriving from the
valuation of these instruments, including the portion of the extrinsic value, in the item "other reserves" of
shareholders' equity.
Recording of revenues, income and expenses in the income statement
Revenues
Revenue is recognized to the extent in which it is likely that economic benefits will be obtained by the company
and the revenue can be measured reliably. Revenues are measured at the
fair value
of the consideration to which
the entity believes it is entitled in exchange for the transfer of goods or services to the customer, taking into account
the agreed contractual terms and the commitments made.
The following specific recognition criteria of revenues must always be considered before recognition in the income
statement:
§
fair income
: rental income from the investment property owned by the Company is recognised on a linear
method (
on a straight-line basis
), in accordance with IFRS 16 (paragraph 81), conforming the maturity
lease agreements;
§
income from real estate disposals
: income from the real estate disposals are recognized in the income
statement when the contractual
obligation performance
is effectively executed and then transferred to the
buyer of all the significant risks and rewards associated with ownership, which is normally transferred on
the date of signing the deed notarial, when the transaction price is generally also settled.
IFRS 15 Revenues from contracts with customers
IFRS 15 applies to all revenues from contracts with customers, unless these contracts fall within the scope of other
standards such as lease contracts, for which the reference standard is IAS 16. The standard introduces a five-step
model that applies to revenues from contracts with customers. IFRS 15 requires the recognition of revenue at an
amount that reflects the consideration to which the entity believes it is entitled in exchange for the transfer of goods
or services to the customer.
The standard involves the exercise of an opinion by the Company, which considers all relevant facts and
circumstances in the application of each phase of the model to contracts with its customers. The standard also
specifies the accounting for incremental costs linked to obtaining a contract and costs directly linked to the
completion of a contract.
The Company revenues are mainly from leases, so this standard had no effect on the consolidated financial
statements.
Leases
The Company is characterised by investments in high-quality real estate portfolios, mainly concentrated in leading
Italian cities, with high-profile tenants and long-term lease contracts, including adequate safeguard clauses as well
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as clauses providing for ordinary and extraordinary maintenance expenses and works to be borne by the tenant. At
present, lease revenues from owned investment property are accounted for based on IFRS 16 (paragraph 81), which
represents the accrual method, based on existing lease contracts.
Considering the current contractual framework and the sector practices adopted also by the main competitors, it can
be concluded that the adoption of IFRS 15 has not had an impact on the Group's results with reference to rental
property leases.
Real estate disposals
With reference to real estate sales, it should be noted that these take place through the signing of a notarial deed,
during which the actual contractual obligations and the real availability of the asset by the notary are verified. In
particular, these transactions provide for (i) the transfer of the asset by the seller, (ii) the settlement of the
consideration by the buyer at the deed without further delay and/or commitments for the seller, and (iii), if necessary,
the payment of deposits or advances at the same time as the signing of the preliminary sale contracts, the latter case
taking into account the short time lapse between the preliminary and deed (generally less than one year) does not
provide for the inclusion in the price of significant implicit financial components.
IFRS 16 – Leases
This standard defines the criteria for the recognition, measurement, presentation and disclosure of leases and
requires tenants to account for all leasing contracts in the financial statements on the basis of a single model similar
to that used to account for financial leases in accordance with the previous IAS 17. The standard provides for two
exemptions for the recognition by tenants - leasing contracts relating to "low value" assets and short-term leasing
contracts (for example expiring within 12 months or less). At the start date of the leasing contract, the lessee
recognizes a liability for the lease payments (i.e., the lease liability) and an asset representing the right to use the
underlying asset for the duration of the contract (i.e., right to use the activity). The lessees must separately account
for the interest costs on the lease liability and the amortization of the right to use the asset. Lessees must also
remeasure the lease liability upon the occurrence of certain events (for example: a change in the terms of the lease
agreement, a change in future lease payments resulting from a change in an index or rate used to determine those
payments). The lessee generally recognizes the amount of the lease liability as an adjustment to the right of use of
the asset.
Lessors classify all leases by distinguishing two types: operating leases and financial leases, providing adequate
information in the financial statements.
It should be noted that as of today the Company has leasing agreements for IT equipment, which do not fall within
the scope of the standard due for their "low value", and two rental agreements, one of which relating to the registered
office:
•
on July 21
st
, 2017, COIMA RES signed a rental contract for the new registered office in Milan, in Piazza
Gae Aulenti 12. The agreement provides for a duration of six years, renewable twice with an annual fee of
approximately Euro 94 thousand. In consideration of the fact that COIMA RES has invested a significant
amount for the preparation of the new headquarters, it is appropriate to consider the duration of the lease
as twelve years;
•
on January 26
th
, 2018, the Lorenteggio Village Consortium signed a rental contract for the control room of
the Vodafone real estate complex located in Milan, Via Lorenteggio 240, with maturity on January 31
st
,
2027 and an annual rent amounting to Euro 15 thousand.
Costs
Costs and other operating expenses are recognized as components of the operating result when they are incurred on
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the basis of the accruals principle and when they do not have requirements for accounting as assets in the balance
sheet.
Financial income and expenses
Financial income and expenses are recognized on an accrual basis according to the interest accrued on the net value
of the related financial assets and liabilities using the effective interest method.
Borrowing costs directly attributable to the acquisition and construction of investment property are capitalized in
the carrying amount of the pertinent property. Capitalization of interest is carried out on condition that the increase
in the carrying value of the asset does not ascribe to the same value higher than its
fair value.
Taxes
Current taxes
Current income taxes are calculated based on estimated taxable income. Liabilities for current taxes are recognized
in the balance sheet net of any advance taxation.
Tax payables and receivables for current taxes are measured at the amount expected to be paid /received to/from
the tax authorities based on the nominal tax rates in effect at the balance sheet date, except for those directly recorded
in shareholders' equity, in that such relate to adjustment of assets and liabilities recognized directly to equity. Other
non-income taxes, such as taxes on property and capital, are included in the operating costs.
The Company is under the SIIQ tax regime. SIIQs are subject to neither corporate income tax (“IRES”) nor regional
tax on productive activities (“IRAP”) on the business income deriving from letting real property and on other real
estate related items of income. On the other hand, the earnings and profits corresponding to the exempt income are
subject to taxation in the hands of the shareholders upon distribution.
Taxes are therefore calculated on the income produced by the non-exempt income.
Deferred tax
With regard to non-exempt management, prepaid and deferred taxes are recognized according to the global
allocation of liabilities method.
It is calculated on the temporary differences between the carrying amounts of assets and liabilities recorded in the
balance sheet and their tax value. The deferred tax assets on tax losses carried forward and on deductible temporary
differences are recognized to the extent in which it is likely that future taxable profit will be available against which
such can be recovered, considering the SIIQ status.
The tax assets and liabilities are measured using the tax rates expected to be applicable during the years when
temporary differences will be reversed. Deferred tax assets and deferred tax liabilities are classified as non-current
assets and liabilities.
The assets and current and deferred tax liabilities are offset when the income taxes are levied by the same taxation
authority, when there is a legally enforceable right to offset, and when the expected repayment time is the same.
Earnings Per Share
Earnings Per Share - basic
Basic earnings per ordinary share is calculated by dividing the profit for the period attributable to ordinary shares
and the weighted average number of ordinary shares outstanding during the year.
ANNUAL REPORT 2021
161
Earnings Per Share - diluted
Earnings per ordinary share diluted is calculated by dividing the profit for the period attributable to ordinary shares
and the weighted average number of ordinary shares outstanding during the period plus the weighted average
number of ordinary shares that would be issued upon conversion into ordinary shares of all potential ordinary shares
with dilution effects.
Use of estimates
The preparation of the financial statements and related notes requires that the management make estimates and
assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the statements.
Actual results could differ from these estimates due to the uncertainty surrounding the assumptions and conditions
on which the estimates are based. Therefore, changes in the conditions underlying the opinions, assumptions and
estimates adopted may have a significant impact on future results.
Estimates are used to determine the
fair value
of investment properties, of financial instruments and derivatives.
Estimates and assumptions are reviewed periodically by management and, when deemed necessary, are seconded
by opinions and studies of independent external consultants of leading standing (for example, real estate appraisals),
and the effects of any changes are reflected in the income statement.
The following are the most significant estimates related to the preparation of financial statements and annual
accounting reports in that they entail many subjective opinions, assumptions and estimates:
§
investment property
: is initially recognised at cost including incidental expenses and acquisition, in according
to IAS 40, and subsequently measured at
fair value,
recognising in the income statement the effects of changes
in fair value of investment property in the year such occur. The
fair value
at the closing date of the period is
determined by valuation of the real estate assets performed by independent experts; this valuation is subject to
hypothesis, assumptions and estimates, for this reason the valuation made by different experts might not result
in an identical opinion, furthermore as reported in the directors' report, it is subject to uncertainties related to
the current emergency situation;
§
financial instrument
: financial instruments are initially valued at
fair value
, recording the effects deriving from
the change in fair value in the period in which they occur in the income statement. The
fair value
is determined
through estimates made by management, also through the support of independent experts; this valuation is
subject to estimation processes, which implies the forecast of cash flows based on variables that depend on
expectations of the performance of the real estate and financial markets as well as the general market conditions;
§
derivative financial instruments
:
derivative financial instruments are measured at fair value, recognizing the
effects deriving from the change in fair value in the period in which they occur. The
fair value
is determined
through estimates made by management based on market prices at the reference date;
§
taxes
: income taxes, related to the non-exempt income, are estimated based on the prediction of the actual
amount that will be paid to the Inland Revenue Office based on the income tax declaration; recognition of
deferred tax assets is based on expectations of taxable income in future years, and pre-paid and deferred taxes
are determined at the tax rates expected to be applied during the years in which temporary differences will be
reversed.
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162
1.4 New accounting standards, interpretations and amendments adopted by the Company
The accounting principles adopted for the preparation of the consolidated financial statements are consistent with
those used for the preparation of the consolidated financial statements at December 31
st
, 2020, except for the
adoption of the new principles and amendments in force since January 1
st
, 2021. The Company has not adopted in
advance any new standards, interpretations or amendments issued but not yet in force.
Several other amendments and interpretations apply for the first time in 2021 but have no impact on the Group's
consolidated financial statements.
Interest Rate Benchmark Reform – Phase 2: Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and
IFRS 16
The amendments provide temporary reliefs which address the financial reporting effects when an interbank
offered rate (IBOR) is replaced with an alternative nearly risk-free interest rate (RFR). The amendments include the
following practical expedients:
§
a practical expedient to require contractual changes, or changes to cash flows that are directly required by
the reform, to be treated as changes to a floating interest rate, equivalent to a movement in a market rate of
interest;
§
permit changes required by IBOR reform to be made to hedge designations and hedge documentation
without the hedging relationship being discontinued;
§
provide temporary relief to entities from having to meet the separately identifiable requirement when an
RFR instrument is designated as a hedge of a risk component.
These amendments had no impact on the consolidated financial statements of the Group. The Group intends
to use the practical expedients in future periods if they become applicable.
Amendment to IFRS 16 Covid-19 Related rental concessions beyond June 30, 2021
On May 28
th
, 2020, the IASB has published an amendment to IFRS 16, which allows a lessee not to apply the
requirements in IFRS 16 on the accounting effects of the contractual amendments for the reductions in lease
payments granted by lessors that are a direct consequence of the Covid epidemic-19.
The amendment introduces a practical expedient whereby a tenant may choose not to assess if the reduction in rent
represents contractual changes. A lessee who chooses to use this expedient accounts for these reductions as if they
were not contractual amendments in the scope of IFRS 16.
From the point of view of the lessor, the accounting relating to the concessions on leases is based on existing
guidelines, in fact the amendments to IFRS 16 are only applicable to the tenants. However, the IASB has provided
some clarification on how to manage these cases from the point of view of the lessors.
The IASB has decided not to provide lessors with practical solutions for lease concessions that occur as a direct
consequence of the Covid-19 pandemic for the following reasons:
§
IFRS 16 does not specify how the lessor must account for a change in lease payments that is not a
contractual amendment; and
§
any practical expedient would negatively affect the comparability and interaction between the accounting
requirements in IFRS 16 and the related requirements in the other standards (in particular, IFRS 9 Financial
ANNUAL REPORT 2021
163
instruments and IFRS 15 Revenue from contracts with customers).
These amendments, originally applicable until June 30
th
, 2021, were extended by the IASB until June 30
th
, 2022,
due to the protracted impacts associated with the Covid-19 pandemic.
During the year, the Group did not receive requests for deferred payment or concessions on lease payments relating
to Covid-19 but plans to apply the practical expedients described should the case occur within the permitted
application period
.
Standards issued but not yet effective
The new and amended standards and interpretations that are issued, but not yet effective, up to the date of
issuance of the Group’s financial statements are disclosed below. The Group intends to adopt these new and
amended standards and interpretations, if applicable, when they become effective.
Amendments to IAS 1: Classification of Liabilities as Current or Non-current
In January 2020, the IASB issued amendments to paragraphs 69 to 76 of IAS 1 to specify the requirements for
classifying liabilities as current or non-current. The amendments clarify: a) what is meant by a right to defer
settlement; b) that a right to defer must exist at the end of the reporting period; c) that classification is unaffected
by the likelihood that an entity will exercise its deferral right; d) that only if an embedded derivative in a convertible
liability is itself an equity instrument would the terms of a liability not impact its classification. The amendments
are effective for annual reporting periods beginning on or after January 1
st
, 2023 and must be applied retrospectively.
The Group is currently assessing the impact the amendments will have on current practice and whether existing loan
agreements may require renegotiation.
Reference to the Conceptual Framework – Amendments to IFRS 3
In May 2020, the IASB issued Amendments to IFRS 3 Business Combinations - Reference to the Conceptual
Framework. The amendments are intended to replace a reference to the Framework for the Preparation and
Presentation of Financial Statements, issued in 1989, with a reference to the Conceptual Framework for Financial
Reporting issued in March 2018 without significantly changing its requirements. The Board also added an exception
to the recognition principle of IFRS 3 to avoid the issue of potential ‘day 2’ gains or losses arising for liabilities and
contingent liabilities that would be within the scope of IAS 37 or IFRIC 21 Levies, if incurred separately.
At the same time, the Board decided to clarify existing guidance in IFRS 3 for contingent assets that would not be
affected by replacing the reference to the Framework for the Preparation and Presentation of Financial Statements.
The amendments are effective for annual reporting periods beginning on or after January 1
st
, 2022 and apply
prospectively.
Onerous Contracts – Costs of Fulfilling a Contract – Amendments to IAS 37
In May 2020, the IASB issued amendments to IAS 37 to specify which costs an entity needs to include when
assessing whether a contract is onerous or loss-making. The amendments apply a “
directly related cost approach
”.
The costs that relate directly to a contract to provide goods or services include both incremental costs and an
allocation of costs directly related to contract activities. General and administrative costs do not relate directly to a
contract and are excluded unless they are explicitly chargeable to the counterparty under the contract. The
amendments are effective for annual reporting periods beginning on or after January 1
st
, 2022. The Group will apply
these amendments to contracts for which it has not yet fulfilled all its obligations at the beginning of the annual
reporting period in which it first applies the amendments.
05
CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31
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164
IFRS 9 Financial Instruments – Fees in the ’10 per cent’ test for derecognition of financial liabilities
As part of its 2018-2020 annual improvements to IFRS standards process the IASB issued amendment to IFRS 9.
The amendment clarifies the fees that an entity includes when assessing whether the terms of a new or modified
financial liability are substantially different from the terms of the original financial liability. These fees include only
those paid or received between the borrower and the lender, including fees paid or received by either the borrower
or lender on the other’s behalf. An entity applies the amendment to financial liabilities that are modified or
exchanged on or after the beginning of the annual reporting period in which the entity first applies the amendment.
The amendment is effective for annual reporting periods beginning on or after January 1
st
, 2022 with earlier adoption
permitted. The Group will apply the amendments to financial liabilities that are modified or exchanged on or after
the beginning of the annual reporting period in which the entity first applies the amendment. The amendments are
not expected to have a material impact on the Group.
Definition of Accounting Estimates - Amendments to IAS 8
In February 2021, the IASB issued amendments to IAS 8, in which it introduces a definition of ‘accounting
estimates’. The amendments clarify the distinction between changes in accounting estimates and changes in
accounting policies and the correction of errors. Also, they clarify how entities use measurement techniques and
inputs to develop accounting estimates. The amendments are effective for annual reporting periods beginning on or
after January 1
st
, 2023 and apply to changes in accounting policies and changes in accounting estimates that occur
on or after the start of that period. Earlier application is permitted as long as this fact is disclosed. The amendments
are not expected to have a material impact on the Group.
Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS Practice Statement 2
In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statement 2 Making Materiality
Judgements, in which it provides guidance and examples to help entities apply materiality judgements to accounting
policy disclosures. The amendments aim to help entities provide accounting policy disclosures that are more useful
by replacing the requirement for entities to disclose their ‘significant’ accounting policies with a requirement to
disclose their ‘material’ accounting policies and adding guidance on how entities apply the concept of materiality
in making decisions about accounting policy disclosures. The amendments to IAS 1 are applicable for annual
periods beginning on or after January 1
st
, 2023, with earlier application permitted. Since the amendments to the
Practice Statement 2 provide non-mandatory guidance on the application of the definition of material to accounting
policy information, an effective date for these amendments is not necessary. The Group is currently assessing the
impact of the amendments to determine the impact they will have on the Group’s accounting policy disclosures.
ANNUAL REPORT 2021
165
2.
Operating Segments
In order to represent the Group business by sector, it was decided to represent it primarily based on the destination
of the buildings and secondarily based on geographical location.
In consideration of the investment strategy also reported in the prospectus, the buildings are divided between
management buildings, bank branches and other properties. Management buildings include all office rental
buildings, while other buildings include all other tertiary uses such as trade and logistics. The bank branch category
is presented separately as it represents about 8% of the total real estate portfolio.
An income statement showing information about the Company's revenue and results as of December 31
st
, 2021, is
given below:
(in thousands Euro)
Offices
Bank branches
Others
Unallocated
amounts
Sector results
Rents
36,789
3.723
736
-
41,248
Income from real estate disposals
16,677
-
-
-
16,677
Net income of non-controlling interests
6,417
-
-
53
6,470
Financial income
-
-
-
3
3
Total income
59.883
3.723
736
56
64,398
Net real estate operating expenses
(3,491)
(728)
(337)
-
(4,556)
G&A expenses
(8,655)
(714)
578
(10)
(8,801)
Other operating expenses
(289)
(6)
(5)
(10)
(310)
Net depreciation
-
(1,036)
-
(168)
(1,204)
Net movement in fair value
(558)
(11,516)
770
-
(11,304)
Financial expenses
(6,904)
(1,008)
(444)
(37)
(8,393)
Sector results
39,986
(11,285)
1,298
(169)
29,830
The revenues of the sector are divided by the most significant items in the real estate sector or rent and income from
investments.
It is also represented the result of the sector which also includes the property costs net of debt paid to the tenants,
the costs of structure, financial charges and other corporate expenses.
Below is a reclassified schedule that provides the distribution of assets and liabilities based on the destination of the
properties.
(in thousands Euro)
Offices
Bank branches
Others
Unallocated
amounts
Sector results
Non-current assets
656,892
52,371
33,377
1,520
744,160
Current assets
94,713
7,162
3,931
1,856
107,662
Total assets
751,605
59,533
37,308
3.376
851.822
Non-current liabilities
220,011
30,969
2,454
-
253,434
Current liabilities
43,346
474
17,015
5,046
65,881
Total liabilities
263,357
31,443
19,469
5,046
319,315
The assets and liabilities of the sector are broken down based on the relationship with real estate divided between
the various categories.
The column called
unallocated amounts
mainly includes:
for assets, financial receivables, the investment in Co Investments 2 and the cash and cash equivalents of MHREC
Sarl;
05
CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31
ST
, 2021
166
as for liabilities, the revolving credit facilities and deferred and current tax liabilities.
The Group's year results are also represented based on the geographic location of the real estate:
(in thousands Euro)
Milan
Rome
Others
Unallocated
amounts
Sector results
Rents
37,882
401
2,965
-
41,248
Income from real estate disposals
16,677
-
-
-
16,677
Net income of non-controlling interests
6,417
-
-
53
6,470
Financial income
-
-
-
3
3
Total income
60,976
401
2,965
56
64,398
Net real estate operating expenses
(3,863)
(21)
(672)
-
(4,556)
G&A expenses
(8,181)
(99)
(511)
(10)
(8,801)
Other operating expenses
(296)
(4)
-
(10)
(310)
Net depreciation
(59)
-
(1,036)
(109)
(1,204)
Net movement in fair value
(148)
(200)
(10,956)
-
(11,304)
Financial expenses
(7,464)
(168)
(724)
(37)
(8,393)
Result by geographical area
40,965
(91)
(10,934)
(110)
29,830
The geographic breakdown has also been chosen regarding the Company's investment strategy which is focused in
Milan.
A balance sheet showing the distribution of the assets and liabilities based on the geographic location of the real
estate is listed below.
(in thousands Euro)
Milan
Rome
Others
Unallocated
amounts
Sector results
Non-current assets
696,480
9,088
37,072
1,520
744,160
Current assets
98,626
796
6,385
1,855
107,662
Total assets
795,106
9,884
43,457
3,375
851,822
Non-current liabilities
226,037
5,150
22,247
-
253,434
Current liabilities
60,416
79
341
5,045
65,881
Total liabilities
286,453
5,229
22,588
5,045
319,315
As for the geographical breakdown of assets and liabilities, the Company chose the same methodology used for the
breakdown of assets and liabilities for sectors.
ANNUAL REPORT 2021
167
3.
Rents
As of December 31
st
, 2021, rents amount to Euro 41,248 thousand and are detailed as follows:
(in thousands Euro)
Investments
December 31
st
, 2021
December 31
st
, 2020
Monte Rosa
2,070
3,711
Tocqueville
3,398
2,857
Pavilion
3,272
3,266
COIMA CORE FUND IV
Deutsche Bank branches
3,724
4,220
COIMA CORE FUND VI
Gioiaotto
4,194
4,009
COIMA RES SIINQ I
Deruta
3,639
3,632
COIMA CORE FUND VIII
Vodafone
14,161
14,099
COIMA OPPORTUNITY FUND I
Sarca
2,438
4,042
FELTRINELLI PORTA VOLTA
Microsoft
4,352
4,582
Rents
41,248
44,418
Monte Rosa shows a decrease of Euro 1,641 thousand, attributable to the release of spaces by
PriceWaterhouseCoopers in the first quarter of 2021.
The increase of Tocqueville rents, amounting to Euro 541 thousand, refers to the amendment of the lease agreement
with Sisal, the main tenant of the property, finalized in June 2021. This amendment extended the expiry of the
contract to March 31
st
,
2022 (originally scheduled for December 31
st
,
2021) against an increase in the gross rent
planned for the last quarter.
The rents from the Deutsche Bank subsidiaries show a reduction of Euro 496 thousand mainly due to the sale of the
Verona and Milan branches finalized in 2021.
Regarding the Gioiaotto property, the increase in rent for Euro 185 thousand relates to the accounting effect resulting
from the amending agreement with the tenant QBR, that signed the extension of the existing contract for a further
six years against an increase in the gross rent of about 44%.
The rents for Sarca, equal to Euro 2,438 thousand, refers to a period of about seven months following the sale of
the property completed on August 5
th
,
2022.
The Microsoft property shows a decrease in rents of Euro 230 thousand following the release by the tenant of the
retail space of the building in the first quarter of 2021. These spaces were granted on loan free of charge until
December 2021 and are now occupied by a new tenant.
05
CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31
ST
, 2021
168
4.
Net real estate operating expenses
Net real estate operating expenses amounted to Euro 4,556 thousand as of December 31
st
, 2021. Details of the
amount are shown below:
(in thousands Euro)
Vodafone
*
Complex
Tocqueville
Monte Rosa
Pavilion
Deutsche
Bank
branches
Gioiaotto
Sarca
Microsoft
Deruta
December
31
st
, 2021
December
31
st
, 2020
Recovery of costs from tenants
2,474
889
47
1,505
18
4.933
5,620
Property management fee
(277)
(107)
(43)
(170)
(36)
(633)
(755)
Maintenance charges
(921)
(640)
(86)
(898)
(7)
(2,552)
(2,798)
Utilities
(1,284)
(378)
(4)
(500)
-
(2,166)
(1,895)
Insurances
(98)
(79)
(40)
(154)
(25)
(396)
(336)
Property taxes
(746)
(851)
(560)
(812)
(248)
(3,217)
(3,377)
Stamp duties
(142)
(98)
(42)
(120)
(36)
(439)
(444)
Other real estate costs
(2)
(75)
-
(9)
-
(86)
(89)
Net real estate expenses
(996)
(1,339)
(728)
(1,158)
(335)
(4,556)
(4,074)
*
Including Consorzio Lorenteggio Village
The item for
recovery of costs from tenants
refers to the overturning to the tenants of the ordinary management costs
of the properties.
Property management fee
mainly relate to ordinary administrative and maintenance management of properties.
Maintenance and service charges
concern the expenses incurred for the maintenance of the properties (lifts,
systems, office cleaning) and for the upkeep of the green spaces outside the properties.
The item
utilities
refers to the cost of providing electricity, water and gas for the properties.
The item
insurances
refers to the all-risk policies signed by the Company and Funds to protect the asset value and
ownership of the properties.
Other real estate costs
mainly include the fees for the occupation of public areas and other expenses related to the
operation of the properties.
5. Income / (losses) from real estate disposals
Income from real estate disposals, amounting to Euro 16,677 thousand (a negative amount of Euro 100 thousand at
December 31
st
, 2020), include income from the sale of the Sarca property, net of costs relating to the sale and the
provision of risks relating to the guarantees granted to the buyer, which amounted to Euro 2,473 thousand.
The sale of the property was completed in August 2021 at the price of Euro 82,500 thousand, with a premium of
36% compared to the purchase price.
ANNUAL REPORT 2021
169
6.
General and administration expenses
General and administration expenses amount to Euro 8,801 thousand. The detailed summary table is attached below:
(in thousands Euro)
COIMA RES
CORE IV
SIINQ I
CORE VI
COF I
FPV
CORE VIII
Others
December
31
st
, 2021
December
31
st
, 2020
Asset management fee
(781)
(233)
(2,403)
(1,050)
-
(4,467)
(4,144)
Personnel costs
(1,694)
-
-
-
-
(1,694)
(1,737)
Consulting costs
(419)
(98)
(361)
(54)
(30)
(962)
(948)
Control functions
(332)
(38)
(16)
-
-
(386)
(385)
Audit
(207)
(32)
(117)
(26)
(6)
(388)
(398)
Marketing
(280)
-
-
-
-
(280)
(275)
IT services
(192)
-
-
-
-
(192)
(183)
Independent appraisers
(32)
(32)
(39)
(15)
-
(118)
(157)
Other operating expenses
(301)
-
(3)
(1)
(9)
(314)
(322)
G&A expenses
(4,238)
(433)
(2,939)
(1,146)
(45)
(8,801)
(8,549)
Asset management fee
mainly relates to the agreement signed between the Company and COIMA SGR for the
scouting
of investment transactions and the management of the real estate portfolio as well as other ancillary
activities provided for in the
asset management
agreement.
These fees are calculated quarterly on the consolidated Net Asset Value (NAV) recorded by the company in the
previous three months, net of the commissions already paid by the funds included in the consolidation perimeter.
The increase compared to December 31
st
, 2020 is almost entirely attributable to an incentive commission accrued
in favor of COIMA SGR on COIMA OPPORTUNITY FUND I and attributable to minorities, not involving an
increase in costs at the Group level.
Personnel costs
amount to Euro 1,694 thousand and its breakdown is given in the table below:
(in thousands Euro)
December 31
st
, 2021
December 31
st
, 2020
Wages and salaries
(667)
(789)
Social security contribution
(196)
(208)
Severance pay
(57)
(59)
Other personnel costs
(774)
(681)
Personnel costs
(1,694)
(1,737)
The item
wages and salaries,
amounting to Euro 667 thousand, includes:
§
wages of Euro 393 thousand;
§
bonus to employees of Euro 182 thousand;
§
vacation and additional monthly payments of Euro 92 thousand.
The item
other personnel costs
, amounting to Euro 774
thousand, includes:
§
board of directors and key managers’ fees of Euro 561
thousand;
§
social security contributions of directors of Euro 77
thousand;
§
training costs, health insurance policies, restaurant tickets and travel expenses of Euro 36 thousand;
§
the provisions for risks of Euro 99 thousand.
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CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31
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170
As of March 16
th
, 2020, the Chief Executive Officer, in order to help to limit the Company's internal costs in light
of the current market capitalization, in line with the interests of the other shareholders of COIMA RES, confirmed
to accept the suspension of the restatement of the annual fixed remuneration and the payment of the variable
remuneration starting from 2020 and up to January 1
st
, 2025.
The suspension of the recalculation of the annual fixed and variable remuneration can be interrupted by Manfredi
Catella only and if within that date:
§
the existing Asset Management Agreement is modified and / or terminated for any reason; and / or
§
Manfredi Catella does stop hold the office of Chief Executive Officer (even in the event of death); and / or
§
the majority of the directors of the Company are not designated by Manfredi Catella as envisaged by the
Shareholders Agreement currently in force.
As of today, none of the conditions has failed and it is considered remote that even one of them may occur within
the approval of the financial statements as of December 31
st
, 2021.
The Chief Executive Officer has reserved the right to terminate the suspension of the recalculation of the annual
fixed and variable remuneration if the market capitalization of COIMA RES reaches a level higher than that recorded
at the IPO (i.e. Euro 360 million); only from the occurrence of this event will the relative emolument be determined,
without impacting the previous periods.
In consideration of what is reported in the previous lines, the waiver of emoluments referred to previous years (from
2017 to 2019), as by the terms and conditions of Manfredi Catella’s communication on February 19
th
, 2019, is
confirmed.
The best current estimate of this contingent liability as of December 31
st
, 2021, considering what is mentioned
above, amounts to Euro 5.4 million (Euro 4.2 million as of December 31
st
, 2020).
Regarding the death option, considering the existing agreement with the Chief Executive Officer and the reports
described above, the Company made a provision of approximately Euro 465 thousand (Euro 391 thousand as of
December 31
st
, 2020) based on the mortality tables prepared by ISTAT, according to IAS 19 provisions.
The existing agreement with the Chief Executive Officer also provides that, in the event of Manfredi Catella's
termination from the position held in the Company for one of the reasons provided for by the agreement in force
and described in the Remuneration Report ("
Good Leaver
"), the Company is obliged to pay Manfredi Catella by
way of compensation for the damage or, in any case, by way of compensation for the termination of the
administration relationship, the greater amount between: (a) Euro 5 million and, (b) three times the total annual
remuneration (fixed and variable amount). As of today, the Company considers the possibility of one of the
Good
Leaver
hypotheses envisaged in the existing agreement as remote. The best current estimate as of December 31
st
,
2021 amounts to Euro 5.1 million (Euro 5.1 million as of December 31
st
, 2020).
The item
consulting costs
mainly includes expenses for support activities carried out by professionals for the
ordinary management of the Company; in particular:
§
legal, tax and notarial advice for corporate activities;
§
brokerage fees;
§
technical advice on real estate properties.
ANNUAL REPORT 2021
171
Control
functions
costs amount to Euro 386 thousand and its breakdown is detailed in table below.
(in thousands Euro)
December 31
st
, 2021
December 31
st
, 2020
Internal audit and compliance
(56)
(56)
Advisory Committee
(39)
(32)
Risk Management
(58)
(82)
Supervisory board
(27)
(27)
Board of statutory auditors
(124)
(124)
Professional directors
(82)
(64)
Governance and other control functions
(386)
(385)
Audit
costs include the fees paid to the companies that have been appointed as independent auditors and the fees for
the revision of the data on the Group's sustainability report.
Marketing expenses
relate mainly to costs for digital and media relations (Euro 93 thousand), maintenance of the
digital website (Euro 128 thousand), and other costs for corporate events, seminars and conferences (Euro 59
thousand).
IT services costs
refer to technical assistance and IT management expenses.
The charges for the
independent appraisers
relate to the assignments given to CBRE Valuation, AXIA RE, Duff &
Phelps REAG and Praxi for the preparation of the property reports.
The item
other operating expenses
mainly relates to:
§
corporate insurance, equal to Euro 150 thousand;
§
costs relating to the management of the Company's registered office, amounting to
Euro
46 thousand;
§
costs relating to membership fees, subscriptions, Borsa Italiana and Monte Titoli for Euro 95 thousand;
§
other administrative costs, for Euro 23 thousand.
7.
Other operating expenses
This item, amounting to Euro 310 thousand (Euro 165 thousand as of December 31
st
, 2020), mainly includes
contingent liabilities (Euro 249 thousand), corporate taxes (Euro 29 thousand) and other operating expenses (Euro
32 thousand). The amount also includes the change in the fair value of the financial instrument granted to the
Company’s directors and key managers, which shows an increase of Euro 11 thousand compared to December 31
st
,
2020.
For more details on the parameters used by the independent expert for calculating the value of the financial
instrument, please refer to paragraph 29 - Trade and other non-current liabilities.
8.
Net depreciation
Net depreciation, amounting to Euro 1,204 thousand (Euro 1,785 thousand as of December 31
st
, 2020) mainly
include depreciation and amortisation of tangible and intangible fixed assets of Euro 253 thousand, losses on
receivables of Euro 428 thousand deriving from the application of IFRS 16 and impairment of real estate shown
under
inventories
of Euro 522 thousand.
This last adjustment was made based on the expert report prepared by the independent expert appointed by COIMA
CORE FUND IV. For more details on the write-down, see paragraph 20 - Inventories.
05
CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31
ST
, 2021
172
9.
Net movement in
fair value
The net movement in
fair value
of the real estate properties shows a negative amount of Euro 11,304 thousand
(compared to a negative amount of Euro 11,001 thousand as previous year) and refers to adjustments made to the
value of investment properties based on the appraisals prepared by independent experts.
For further details, please refer to paragraph 14 – Real estate investments.
10. Net income attributable to non-controlling interests
This item, amounting to Euro 6,470 thousand, mainly represents the adjustment of the value of investments
accounted for using the equity method.
The detail of the most significant investments is shown below.
(in thousands Euro)
Equity as of
December
31
st
2021
(*)
% owned
Equity
owned as of
December
31
st
2021
Equity value
before
adjustment
Other
transactions
Adjustment
to equity
value as of
December
31
st
2021
Adjustment
to equity
value as of
December
31
st
2020
Porta Nuova Bonnet Fund
153,534
35.7%
54,827
48,371
39
6,417
8,282
Co – Investment 2SCS
4,517
33.3%
1,507
1,455
(1)
53
2
Net income attributable to non-controlling interests
6,470
8,284
*
The shareholders' equity of entities is calculated in accordance with IAS IFRS.
The value of the investment in Co - Investment 2 SCS was adjusted to the amount indicated in the appraisal prepared
by the independent expert. This value of the investment was calculated by adjusting the entire chain of shareholdings
belonging to MHREC Sàrl to shareholders' equity and by taking into account the income distributed to subsidiaries
during the year.
For further details on the equity investments in place as of December 31
st
, 2021, please refer to paragraph 16 -
Investments accounted for using the equity method.
11. Financial income and expenses
The item
financial income
, amounting to Euro 3 thousand (Euro 1,237 thousand as of December 31
st
, 2020), mainly
includes bank interest and foreign exchange earnings. As of December 31
st
, 2020 the item included the dividends
distributed by ITALIAN COPPER FUND.
Relating to the financial expenses, amounting to Euro 8,393 thousand, the detail is shown below.
(in thousands Euro)
COIMA RES
CORE IV
SIINQ I
CORE VI
COF I
FPV
CORE VIII
Others
December
31
st
, 2021
December
31
st
, 2020
Interests of loans
(2,177)
(249)
(1,547)
(2,761)
-
(6,734)
(6,719)
Costs on bank accounts
(7)
(47)
(177)
-
(6)
(237)
(115)
Other financial costs
(749)
(108)
(397)
(166)
(2)
(1,422)
(1,470)
Financial expenses
(2,933)
(404)
(2,121)
(2,927)
(8)
(8,393)
(8,304)
Other financial costs
, amounting to Euro 1,422 thousand, mainly include the amount of the payment flows of
ANNUAL REPORT 2021
173
Interest Rate Swap
derivatives and the effect on the income statement of
Interest Rate Cap
derivatives.
12. Income taxes
In accordance with the provisions of the SIIQ regulations, the Company calculates taxes on income from activities
other than exempt operations, using the tax rate of 24%.
As of December 31
st
, 2021, non-exempt operations produced low taxable income.
13. Earnings per share
Basic earnings per share are calculated by dividing the net profit for the year attributable to ordinary shareholders
of the Company by the weighted average number of ordinary shares outstanding during the period.
Diluted earnings per share do not differ from basic earnings per share.
Profit and share information used to calculate the basic loss per share is shown below:
There were no transactions on ordinary shares between the balance sheet date and the date of preparation of the
financial statements.
14. Real estate investments
Changes in investment property as of December 31
st
, 2021, are shown below:
(in thousands Euro)
Investments
December 31
st
,
2020
Capex
Revaluations
(write-downs)
Disposals
December 31
st
,
2021
COIMA RES SIIQ
Monte Rosa
60,600
1,771
229
-
62,600
Tocqueville
59,500
605
1,395
-
61,500
Pavilion
72,700
15
1,285
-
74,000
COIMA CORE FUND IV
DB branches
63,872
-
(11,517)
-
52,355
COIMA CORE FUND VI
Gioiaotto
82,000
-
2,300
-
84,300
COIMA RES SIINQ I
Deruta
44,400
-
(2,600)
-
41,800
COIMA CORE FUND VIII
Vodafone
211,000
-
(4,700)
-
206,300
COIMA OPPORTUNITY FUND I
Sarca
62,070
-
-
(62,070)
-
FELTRINELLI PORTA VOLTA
Microsoft
99,240
536
2,304
-
102,080
Real estate investments
755,382
2,927
(11,304)
(62,070)
684,935
The amount as of December 31
st
, 2021, corresponds to the value taken from the appraisals prepared by the
independent experts. These reports are drawn up in compliance with the "RICS Valuation - Professional Standards",
in accordance with the applicable legislation and the recommendations provided by ESMA - European Securities
(in thousand Euro)
December 31
st
, 2021
December 31
st
, 2020
Profit attributable to ordinary shareholders of COIMA RES
23,057
15,627
Weighted average number of ordinary shares outstanding
36,107
36,107
Basic earnings per share (in Euro)
0.64
0.43
Diluted earnings per share (in Euro)
0.64
0.43
05
CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31
ST
, 2021
174
and Markets Authority.
The column
capex
shows the interventions carried out on the properties in the portfolio during the period, among
which the realization of the public spaces near to the Microsoft property and redevelopment of the Monte Rosa and
Tocqueville properties.
The item "
revaluations/(write-downs)
" refers to the changes in the value of properties to bring them into line with
their market value, taken from the transactions carried out during the period and the appraisals prepared by the
independent experts appointed by the Company or the Funds as of December 31
st
, 2021.
The following table sets out the parameters used by the independent experts to carry out their assessments:
Independent
expert
Property
Discount rate
Conversion rate
Cap out rate
Inflation rate
Years of plan
CBRE Valuation
Monte Rosa
5.40%
7.30%
4.20%
1Y 1.26%
2Y 1.26%
+3Y 1.26%
7.8
Tocqueville
5.40%
7.40%
3.40%
1Y 1.26%
2Y 1.26%
+3Y 1.26%
8.3
Pavilion
4.50%
7.00%
3.40%
1Y 1.26%
2Y 1.26%
+3Y 1.26%
14.1
Deruta
5.50%
7.55%
5.25%
1Y 1.26%
2Y 1.26%
+3Y 1.26%
4.4
AXIA RE
DB branches (leased)
m. 5.96%
m. 5.96%
m. 4.28%
1Y 1.20%
2Y 1.60%
+3Y 2.00%
15
DB branches (vacant)
m. 6.37%
m. 6.37%
m. 4.04%
1Y 1.20%
2Y 1.60%
+3Y 2.00%
15
Duff & Phelps
REAG
Gioiaotto (offices)
5.75%
5.75%
4.19%
1Y 2.10%
2Y 1.40%
+3Y 1.50%
14
Gioiaotto (tur/ric.)
6.30%
6.80%
4.73%
1Y 2.10%
2Y 1.40%
+3Y 1.50%
17
Vodafone
6.10%
6.10%
4.63%
1Y 2.10%
2Y 1.40%
+3Y 1.50%
9
Praxi
Microsoft
5.37%
5.37%
3.95%
1Y 1.70%
2Y 1.30%
+3Y 1.80%
15
The increase in value of the Monte Rosa property is mainly due to the capex carried out in the 2021 financial year.
It should be noted that the independent expert in his evaluation and in the definition of the parameters relating to
his hires has considered the new restructuring project of the asset.
The revaluation of Tocqueville, equal to Euro 1,395 thousand, was determined by the independent expert
considering the period of income guaranteed by the lease contracts in force on the valuation date, as well as the
timing to return the property to generate income and the subsequent remittance of the property at market rent in line
with those in place in area of Porta Nuova. The change is mainly due to the improvement in the existing contractual
conditions, the improvement in the inflation curve during the 2021, and the change in the rates used by the
independent expert, in line with the findings in the reference market in 2021.
The increase of the Pavilion property of Euro 1,285 thousand is mainly linked to the improvement of the inflation
curve in the course of 2021 and the change in the rates used by the independent expert, in line with the findings in
the reference market in 2021.
With regard to the valuation of the Deutsche Bank portfolio prepared by the independent expert, it should be noted
that the market value calculated by the same is equal to Euro 61,938 thousand. The management of the Company
has decided to deviate from the value identified by the independent expert following some considerations deriving
ANNUAL REPORT 2021
175
from the liquidity of the smaller bank branches located in secondary locations, from the frequency of market
transactions on this asset class and also from the approach of the contractual expiry with the tenant. Following these
analyzes, the value of the portfolio stood at Euro 54,540 thousand with a decrease of Euro 11,517 thousand.
The valuation relating to Gioiaotto has undergone an increase of Euro 2,300 thousand compared to the valuations
of the previous year. The change, mainly connected to the improvement of the conditions related to the reference
market and the rental situation of the property.
The property located in via Deruta shows a decrease of Euro 2,600 thousand compared to the previous year, mainly
due to the approach of the release of the property by BNL, scheduled for May 2022, and the modification of the
assumptions relating to the subsequent relocation by the independent expert.
The valuation of Vodafone real estate complex decreases for Euro 4,700 thousand compared to the previous year,
mainly due to the approaching expiry of the lease agreement and to the change of subsequent relocation by the
independent expert.
The Feltrinelli property shows an increase of Euro 2,304 thousand mainly due to improvement on the inflation curve
and to the relocation of retail spaces previously occupied by Microsoft.
The following table shows the market values of investment property as of December 31
st
, 2021, gross and net of
transaction costs respectively:
Independent expert
Investments
Gross market value at
December 31
st
,
2021
Net market value at
December 31
st
,
2021
CBRE Valuation
Monte Rosa
64,791
62,600
Tocqueville
63,653
61,500
Pavilion
76,590
74,000
Deruta
43,263
41,800
AXIA RE
9
Deutsche Bank branches
56,176
54,540
Duff & Phelps REAG
Gioiaotto (offices)
57,146
55,500
Gioiaotto (tur./ric.)
29,654
28,800
Vodafone
212,500
206,300
Praxi
Microsoft
105,140
102,080
For more information on the valuation models used by independent experts, the related parameters and the
sensitivity on the value of the real estate portfolio, please refer to the description in note 33 - Information on fair
value.
On December 31
st
, 2020, the item “
non-current assets held for sale
” includes Euro 4,300 thousand referred to the
Deutsche Bank branch in Milan, Via dei Martinitt, the sale of which was finalised on January 15
th
, 2021.
9
The gross market value and the net market value of the Deutsche Bank branches were determined based on the same parameters used by the
independent expert in the appraisal.
The amounts reported in the table also consider the branches classified as inventories.
05
CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31
ST
, 2021
176
15. Other tangible and intangible fixed assets
Other tangible fixed assets, amounting to Euro 921 thousand (Euro 1,381 thousand as of December 31
st
, 2020),
mainly include the right of use of the space located to the Group for the complete contract duration (
i.e., rights of
use
), the furniture and fixtures relating to the Company's headquarters.
(in thousands Euro)
December 31
st
, 2020
Increases /
(decreases)
December 31
st
, 2021
Furniture and fixtures
72
-
72
Installations
284
-
284
Other tangible assets
7
-
7
Rights of use
1,406
(430)
976
Original costs
1,769
(430)
1,339
Furniture and fixtures
(21)
(6)
(27)
Installations
(78)
(23)
(101)
Other tangible assets
(6)
(1)
(7)
Rights of use
(283)
-
(283)
Depreciation fund
(388)
(30)
(418)
Net book value
1,381
(460)
921
As of today, the Group has two lease agreements in place:
§
the registered office in Milan, Piazza Gae Aulenti n.12;
§
the control room of the Vodafone property complex located in Milan, Via Lorenteggio 240;
whose right of use, net of depreciation for the period, has a total amount of Euro 693 thousand.
With regard to the historical cost, the decrease of Euro 430 thousand refers mainly to the sale of the lease of a garage
in Milan, in Viale Fulvio Testi n.282, which took place in the context of the sale of the Sarca property. The sale of
the contract involved the release of the related depreciation fund recognized on December 31
st
, 2020, for Euro 97
thousand, compensating the depreciation of the period of the other contracts outstanding at December 31
st
, 2021.
Intangible assets, amounting to Euro 297 thousand (Euro 257 thousand as of December 31
st
, 2020), refer to
(administrative and accounting) software in implementation. This increased by Euro 40 thousand compared to last
year due to the development of implementation activities carried out during the year, net of depreciation for the
period.
16. Investments accounted for using the equity method
Investments accounted for using the equity method amounts to Euro 56,335 thousand (Euro 47,131 thousand as of
December 31
st
, 2020) and includes the investment in the Porta Nuova Bonnet fund and Co - Investment 2 SCS, held
indirectly through MHREC Sàrl.
Porta Nuova Bonnet Fund owns a complex undergoing complete redevelopment located in Milan, in the Porta
Nuova district known as Corso Como Place. The project, started in 2017, has been completed in 2020 and handed
over to tenants Accenture and Bending Spoons at the beginning 2021.
The company Co - Investment 2SCS, is part of the corporate chain headed by MHREC Sàrl, which was set up to
manage, together with other investors, a real estate development in the Porta Nuova area in Milan. With the sale of
the 58.6% stake in the Porta Nuova Varesine Real Estate Fund by Le Varesine Sàrl, the company chain does not
ANNUAL REPORT 2021
177
hold any real estate property and is not currently engaged in other activities.
Changes in the most significant equity investments as of December 31
st
, 2021, are shown below:
(in thousand Euro)
% owned
December 31
st
,
2020
Increases
(decrease)
Net income
December 31
st
,
2021
Porta Nuova Bonnet
35.7%
45,675
2,735
6,417
54,827
Co – Investment 2 SCS
33.3%
1,455
(1)
53
1,507
Other investments
<4.0%
1
-
-
1
Investments in associated companies
47,131
2,734
6,470
56,335
The column
increases
mainly refers to the amounts paid by the Company during the year in anticipation of the costs
to be incurred for the development of the Corso Como Place project.
It should be noted that regarding Co - Investments 2, the valuation of Euro 1,507 thousand is supported by the
opinion of an independent expert.
17. Deferred tax assets
Deferred tax assets, equal to Euro 13 thousand as of December 31
st
, 2021 (Euro 20 thousand as of December 31
st
,
2020), mainly refer to receivables held by MHREC Sarl.
18. Derivatives
Derivatives, amounting to Euro 222 thousand, refer to interest rate cap derivative agreements entered into to hedge
the cash flows linked to existing loans.
The changes during the period are shown below.
(in thousand Euro)
December 31
st
, 2020
Opening (closing)
Adjustment to fair
value
December 31
st
, 2021
COIMA RES SIIQ
6
-
9
15
COIMA CORE FUND VI
2
-
(2)
-
COIMA RES SIINQ I
0
(0)
-
-
COIMA OPPORTUNITY FUND I
0
(0)
-
-
COIMA CORE FUND VIII
32
-
143
175
FELTRINELLI PORTA VOLTA
-
193
(161)
32
Derivatives
40
193
(11)
222
During the year COIMA RES SIINQ I and COIMA OPPORTUNITY FUND I have closed the related
interest rate
cap
contracts in order to the repayment of loans outstanding, respectively equal to Euro 20,000 thousand and Euro
25,000 thousand.
In April 29
th
, 2021, the Feltrinelli Porta Volta fund signed a 6-month Euribor hedging derivative contract with a
05
CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31
ST
, 2021
178
strike of 0 bps for the price of Euro 193 thousand. The hedging transaction refers to the Microsoft real estate
financing agreement, which was renegotiated in February 2021.
In accordance with IFRS 9, the
fair value
of derivatives has been separated into two components: the intrinsic value
(
intrinsic value
), amounting to the actual value of the derivative in the case of immediate exercise, and the time
value (
time value
), i.e. how much a buyer would be willing to pay over the intrinsic value. The Company recognised
the change in
fair value
relating to the time effect of the derivatives, amounting to Euro 557 thousand (net of the
effect on the income statement, amounting to Euro 327 thousand) and their intrinsic component in the cash flow
hedge reserve, which at the balance sheet date had a zero balance.
19. Financial receivables
Current financial receivables, amounting to Euro 1,437 thousand for the non-current part and Euro 980 thousand
for the current part, relate to the amounts deposited in an escrow account and granted as a guarantee to the buyer as
part of the sale of the Sarca property.
In the first quarter of 2021, the company MHREC Sàrl received financial credit from Co-investment 2 SCS at
December 31
st
, 2020, equal to Euro 1,620 thousand.
20. Inventories
Inventories, amounting to Euro 2,185 thousand (Euro 2,707 thousand as of December 31
st
, 2020), include the vacant
Deutsche Bank portfolio branches, respectively located in Livorno, Padova and Novedrate.
The decrease of Euro 522 thousand compared to the previous year is attributable to the value adjustment made on
the basis of the specific valuation report drawn up by the independent expert to adjust inventories to their realizable
value, at the request of the Company, already described in paragraph 14 - Real estate investment.
21. Trade and other current receivables
Trade and other current receivables as of December 31
st
, 2021 and December 31
st
, 2020 are detailed below.
(in thousands Euro)
December 31
st
, 2021
December 31
st
, 2020
Receivables from tenants
6,159
11,026
Receivables from buyers
-
-
Trade receivables
6,159
11,026
Tax receivables
240
133
Other receivables
6,142
942
Accrued income and prepaid expenses
1,352
1,609
Other current receivables
7,734
2,684
Trade receivables and other current receivables
13,893
13,710
Receivables from tenants
decreased by Euro 4,867 thousand mainly due to lower advance invoicing in December
2021 compared to December 2020.
ANNUAL REPORT 2021
179
Receivables from tenants
mainly include the effects of the normalisation of rents (recorded in accordance with IFRS
16 accounting standard) for Euro 3,216 thousand, invoices to be issued for Euro 238 thousand and receivables due
for Euro 2,705 thousand, of which Euro 2,560 thousand collected in 2022.
As of December 31
st
, 2021, trade receivables are shown net of write-downs relating to uncollectible amounts or
collections that are deemed unrealizable.
Tax receivables
consist mainly of consolidated VAT receivables.
Other receivables
include mainly the costs incurred by the Company in December 2021 relating to the signing of
the new financing agreement, equal to Euro 1,781 thousand, and credit notes to be received by COIMA SGR for
the adjustment of management fees, partly paid in 2021, offset by the promote fee accrued on COIMA
OPPORTUNITY FUND I, for Euro 3,455 thousand.
Accrued income and prepaid expenses
mainly include prepaid expenses by the Group related to the future, among
which are contributions to tenants for improvements and enhancement works that will be amortized over the
contractual period
(landlord contribution
).
22. Cash and cash equivalents
The Company's cash and cash equivalents, amounting to Euro 90,604 thousand, are held at the following
institutions:
(in thousands Euro)
December 31
st
, 2021
December 31
st
, 2020
BNP Paribas
65,112
21,668
BFF Bank
13,210
12,228
ING Bank N.V.
2,618
3,893
Banca Passadore
3,723
3,621
UBI Banca
-
2,619
Intesa San Paolo
1,260
1,593
Unicredit
1,790
1,586
Banco BPM
1,060
1,285
Société Générale Group
1,830
160
Cash
1
0
Cash and cash equivalents
90,604
48,653
The institutions Banca Passadore and Banco BPM mainly include the parent company's available liquidity.
Cash and cash equivalents of UniCredit and Intesa San Paolo include five pledged current accounts and two
unpledged accounts (called
distribution accounts
) which were opened following the signing of the loan agreements
relating to the Deutsche Bank branches, Monte Rosa, Tocqueville and Pavilion properties. The distribution accounts
contain the amounts that the Company can freely use after the quarterly verification of the covenants of the loan
agreements.
The cash on the current account of BNP Paribas constitutes the cash of COIMA CORE FUND IV, COIMA
OPPORTUNITY FUND I and Feltrinelli Porta Volta at the custodian bank.
The amount exposed to BFF Bank refers to the cash in the current accounts of COIMA CORE FUND VIII and
05
CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31
ST
, 2021
180
COIMA CORE FUND VI. Among the various accounts opened with a positive balance, two accounts are pledged
against the financing banks.
ING Bank N.V. includes the liquidity of COIMA RES SIINQ I and the Lorenteggio Village Consortium, deriving
from the collection of BNL lease payments and the charges of the consortium members of the Vodafone property
complex.
Société Générale Group includes the liquidity available in the company MHREC Sàrl.
For more details on cash flow handling, please refer to the cash flow statement.
23. Shareholders' equity
The Group's shareholders' equity as of December 31
st
, 2021, amounted to Euro 458,730 thousand (Euro 445,454
thousand as of December 31
st
, 2020) and is composed as shown in the consolidated financial statements.
The share capital, equal to Euro 14,482 thousand is represented by no. 36,106,558 shares with no nominal value.
The item includes Euro 1,221 thousand relating to the change in fair value of hedging derivatives, of which Euro
764 thousand included in the cash flow hedge reserve, accounted for in accordance with IFRS 9.
The following table shows the reconciliation between individual and consolidated shareholders' equity and profit
for the year as of December 31
st
, 2021:
(in thousands Euro)
Profit for the year
Shareholders' equity
COIMA RES SIIQ as of December 31
st
2021
1,088
393,860
Subsidiaries
23,943
(393,888)
Companies and entities consolidated
20,435
503,668
Dividends
(22,106)
-
Badwill arising from acquisitions in equity investments
-
1,970
Net income attributable to non-controlling interest
6,470
26,897
Consolidated value as of December 31
st
,
2021
29,830
532.507
Minorities
(6,773)
(73,777)
Consolidated Group Value as of December 31
st
,
2021
23,057
458,730
The item “
subsidiaries
” includes the write-down of the equity investments in COIMA CORE FUND IV and COIMA
CORE FUND VIII for Euro 23,943 thousand, and the reversal of the total value of the equity investments, amounting
to Euro 393,888 thousand.
In the column “
profit for the year
”, the item "
companies and entities consolidated
” includes the profit of
subsidiaries, while the column “shareholders' equity” includes the reversal of the values of share capital, reserves,
retained earnings and results of subsidiaries, gross of dividends distributed.
The item dividends represent the reversal of income distributed to the Company by subsidiaries.
24. Bank borrowings
Non-current bank borrowings, amounting to Euro 300,443 thousand, of which Euro 247,283 thousand for the non-
current part and Euro 53,160 thousand for the current part, include the financial indebtedness contracted by the
ANNUAL REPORT 2021
181
Company and its subsidiaries, whose movements are shown below.
(in thousands Euro)
December 31
st
,
2020
Reclassifications
Amortised cost
/
other transactions
Increase
(Reimbursement)
December 31
st
,
2021
COIMA RES SIIQ
97,958
-
837
-
98,795
COIMA CORE FUND VI
47,831
(47,831)
-
-
-
COIMA RES SIINQ I
19,927
-
73
(20,000)
-
COIMA CORE FUND VIII
126,249
-
429
-
126,678
COIMA OPPORTUNITY FUND I
25,008
-
(8)
(25,000)
-
FELTRINELLI PORTA VOLTA
-
22,003
(193)
-
21,810
Non-current bank borrowings
316,973
(25,828)
1,138
(45,000)
247,283
COIMA RES SIIQ
-
-
123
5,000
5,123
COIMA CORE FUND VI
47,831
193
-
48,024
COIMA CORE FUND VIII
14
-
(1)
-
13
FELTRINELLI PORTA VOLTA
22,003
(22,003)
-
-
-
Current bank borrowings
22,017
25,828
315
5,000
53,160
Bank borrowings
338,990
-
1,453
(40,000)
300,443
On February 17
th
, 2021, the Feltrinelli Porta Volta fund entered into an agreement with Intesa Sanpaolo for the
extension and modification of the existing financing, deferring the scheduled deadline of December 21
st
, 2021, to
December 21
st
, 2023, and obtaining a discount on the margin of c. 15 basis points.
On August 5
th
, 2021, COIMA OPPORTUNITY FUND I, following the proceeds from the sale of the Sarca property,
repaid the loan originally amounting to Euro 25,000 thousand.
On September 30
th
, 2021, COIMA RES SIINQ I repaid the financing of the Deruta property for an amount of Euro
20,000 thousand, using the net realisation of the shareholder loan granted by the parent company, equal to Euro
16,000 thousand, and its available liquidity.
Current banks borrowings mainly include the amount of financing of COIMA CORE FUND VI relating to the
Gioiaotto property, due in the first half of 2022.
In view of quality of the buildings and the soundness of the tenants, it is considered that the renegotiation of this
financing does not give rise to any particular concern.
With concern the Revolving Credit Facility (“
RCF
”) concluded by the Company in October 2020 with Banco BPM
Group, the Company had a financial exposure of Euro 5,000 thousand as of December 31
st
, 2021, which was repaid
in January 2022.
On December 29
th
, 2021, the Company entered into a new financing agreement with Crédit Agricole Corporate and
Investment Bank, BNP Paribas, ING Bank and UniCredit for an amount of Euro 165,000 thousand for Monte Rosa,
Pavilion, Tocqueville and Deruta properties.
The financing consists of a senior line of Euro 120,000 thousand, aimed at refinancing the properties, and a new
capex line of Euro 45,000 thousand, in support of the restructuring plans planned for the properties Monte Rosa,
Tocqueville and Deruta.
In January 2022, the Company implemented the transaction described above by repaying the loans outstanding at
December 31
st
, 2021 against the disbursement of the senior line by the financing banks.
05
CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31
ST
, 2021
182
For more information on existing financing, a summary table with economic details is provided:
(in thousands Euro)
December 31
st
,
2021
Maturity
Rate
% hedged
Deutsche Bank branches
30,805
July 16
th
,
2023
Eur 3M + 180 bps
100%
Monte Rosa, Tocqueville
40,990
July 16
th
, 2023
Eur 3M + 160 bps
100%
Pavilion
27,000
October 31
st
, 2023
Eur 6M + 150 bps
80%
Gioiaotto
48,024
March 31
st
, 2022
Eur 3M + 150 bps
80%
Vodafone
126,678
June 27
th
, 2024
Eur 3M + 180 bps
80%
Microsoft
21,810
December 21
st
, 2023
Eur 6M + 190 bps
75%
To hedge existing loans, the entities have entered into derivative contracts in the form of
Interest Rate Cap
and
Interest Rate Swaps
. These transactions take the form of cash flow hedges of outstanding loans, falling within the
scope of
hedge accounting
.
For further details on derivative financial instruments, see paragraphs 18 and 28 - Derivatives.
The financial covenants are checked every quarter or half year by the entities of the Group, as required by the
existing contracts. Below are the indicators for each entity as of December 31
st
, 2021:
Covenant
Limits
Test result as of
December 31
st
, 2021
Deutsche Bank branches
LTV Portfolio
<60%
40.1%
Monte Rosa
LTV Consolidated
<60%
40.2%
Tocqueville
ICR Portfolio
>1.8x
5.0x
ICR/DSCR Consolidated
>1.4x
4.5x
Pavilion
LTV Portfolio
<65%
36.5%
Vodafone
LTV
<65%
61.9%
ICR-BL
>2,25x
5.1x
ICR-FL
>2,25x
4.4x
Gioiaotto
LTV
<65%
57.0%
ICR
>1.75x
4.5x
Microsoft
LTV
ICR
<60%
>1.50x
21.5%
6.3x
The above indicators confirm that the covenants set out in the loan agreement have been maintained.
As for the guarantees granted by the entities to the banks, please refer to paragraph 34 - Risks, guarantees and
commitments.
ANNUAL REPORT 2021
183
25. Non-current financial liabilities
This item, amounting to Euro 714 thousand (Euro 1,140 thousand as of December 31
st
, 2020), includes financial
liabilities for the payment of lease payments relating to existing lease agreements, in accordance with IFRS 16. This
liability is equal to the present value of the future cash flows expected for the duration of the contracts.
The decrease of Euro 426 thousand compared to the previous year relates to the sale of a rental contract for a garage
in Milan, in Viale Fulvio Testi n.282, which took place in the wider context of the sale of the Sarca property.
26. Payables for post-employment benefits
The balance of the Severance Payment (TFR) as of December 31
st
, 2021, equal to Euro 64 thousand (Euro 100
thousand at December 31
st
, 2020) concerns the debt relating to some employees of the Company. The reduction of
Euro 36 thousand is attributable to the turnover of the Company’s employees.
The movement of the fund was also characterized by the provision and subsequent reversal to external funds of the
TFR relating to two managers of the Company.
27. Provisions for risks and charges
This amount, amounting to Euro 2,938 thousand (Euro 391 thousand as of December 31
st
, 2020), includes the
provision relating to the guarantees granted to the acquirer as part of the sale of the Sarca property (Euro 2,473
thousand) and the provision covering the risks relating to the existing contracts with the Chief Executive Officer
(Euro 465 thousand). For more details, please refer to the personnel costs described in paragraph 6 – General and
administration expenses.
28. Derivatives
Derivative financial instruments classified as liabilities, amounting to Euro 818 thousand (Euro 1,663 thousand as
of December 31
st
, 2020), refer to
Interest Rate Swaps
entered into to hedge the cash flows relating to loans for the
Vodafone, Monte Rosa, Tocqueville and Pavilion properties.
The
Interest Rate Swap
contract is entered into in order to hedge the Euribor reference rate and its variations by
paying a fixed rate which represents the total cost of funding for the entire duration of the swap contract.
The Company has accounted for hedging transactions based on hedge accounting, verifying the effectiveness of the
hedging relationship. In order to test the effectiveness of existing derivatives, the
hedged item
was identified, at the
start date of the hedge, with a hypothetical derivative ("
hypothetical derivative
"). This derivative must perfectly
cover the risks caused by the exposure both in terms of the underlying and in contractual terms (notional, indexing,
etc.). Finally, the hypothetical stipulation must take place at market conditions on the date the hedging relationship
was established.
The changes in
fair value
have been recognized in the valuation reserve, net of what is recorded in the income
statement in the event of ineffectiveness.
The
fair value
measurements of the derivatives also took account of any adjustments to be made as a result of the
deterioration of one of the banking counterparties or of the Company itself, also taking account of any guarantees
given by the Company to the Banks.
05
CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31
ST
, 2021
184
29. Trade and other non-current liabilities
Trade payables and other non-current liabilities are detailed below:
(in thousands Euro)
December 31
st
, 2021
December 31
st
, 2020
Financial instruments
887
876
Advances and deposits
730
831
Trade and other non-current liabilities
1,617
1,707
The financial instrument recorded at
fair value
was issued by the Company and acquired by management for a
nominal value of Euro 1 thousand. As of December 31
st
, 2021, the instrument was valued at Euro 887 thousand
following an appraisal prepared by an external consultant and considering the estimates made by the company, with
no changes in value compared to the previous year.
The appraiser expressed his opinion on the
fair market value
of the equity instrument issued by the Company in
favour of certain managers on the basis of the instrument's settlement, based on the fact that the Company is listed
and on the expected cash flows in three different scenarios (
base, downside and upside
).
The valuation was carried out in application of the financial criterion. It estimates the value of an
asset
as the sum
of expected cash flows, discounted at a rate that expresses the systematic risk of the investment. The valuation
model has been set up as follows:
§
the reference date was December 31
st
, 2021;
§
the estimate was made by assuming the expected annual cash flows from the
Promote Fee
over the period
2022-2030. Average-weighted cash flows were considered in three separate scenarios (
base, downside and
upside
). For estimating the expected cash flows, the flows of the three scenarios were weighted
(respectively by 33.33% each one);
§
for estimating the annual cash flows of the holders of the instrument, the average-weighted annual flows
deriving from the
Promote Fee
were 60%. This is in line with what is provided for in the Instrument
Regulations;
§
the average-weighted cash flows of the holders of the instrument have been discounted, at December 31
st
,
2021, at a discount rate expressing the average return expected on investments having a risk profile
comparable to that of the investment in the instrument. This discount rate, equal to 4.7%, was quantified
by the consultant according to the CAPM ("
Capital Asset Pricing Model
") approach and is equal to the cost
of the Company's own capital, expressing the systematic (non-diversifiable) risk associated with the
business activities from which cash flows depend, in the last instance, those of the instrument.
The discount rate was estimated by the consultant assuming the following parameters:
§
risk-free
rate of 0.55%. This figure is equal to the average of the returns (without considering taxes) as of
December 31
st
, 2021, of the Italian public debt securities with a residual maturity of 7 years;
§
Beta coefficient of 0.63. In details, the Beta coefficient was determined: (i) assuming the average
unlevered
Beta (0.48) of a
panel
company carrying out activities comparable to those of COIMA RES; (ii) “re-
levering” such Beta (using i.e. “Hamada” formula) in order to consider the target financial structure of
COIMA RES (i.e. ratio net funding position / equity amounted to 40%);
§
ERP of 6.62%. This figure corresponds to most recent measure of
forward looking
ERP compared to the
estimate date, deducted from empirical observations of the market (source: NYU Stern
School of Business
).
The item
advances and deposits
refer to deposits and advances paid by tenants.
ANNUAL REPORT 2021
185
30. Trade and other current liabilities
Trade payables and other current payables are made up as shown in the table below.
(in thousands Euro)
December 31
st
,
2021
December 31
st
, 2020
Accounts payables
2,292
2,464
Deposits paid by buyers
-
1,104
Invoices to be received
2,714
2,381
Trade liabilities
5,006
5,949
Personnel payables
248
308
Tax payables
105
287
Security providers payables
83
85
Other payables
4,889
1,877
Accrued expenses and deferred income
2,365
6,251
Other liabilities
7,690
8,808
Trade and other current liabilities
12,696
14,757
Accounts payables
mainly include liabilities to COIMA SGR relating to asset management services.
The item
deposits paid by buyers
in 2020, referred to advances paid to COIMA CORE FUND IV for the sale of the
branch ended in January 2021, described in paragraph 14 – Real estate investments.
Invoices to be received
mainly consist of facilities maintenance services, withholdings to guarantee related to the
work carried out on the properties, pro-forma invoices received from consultants for legal, tax and administrative
services made during the fourth quarter 2021 and other marketing and IT services.
Other payables
mainly include debt to COIMA SGR for the promote fee accrued on COIMA OPPORTUNITY
FUND I, amounting to Euro 3,892 thousand and payables for dividends approved in 2021 in favour of third parties,
amounting to Euro 694 thousand.
Deferred income
s mainly relate to the anticipated invoicing of rents related to the first quarter 2022.
The residual amount of the balance sheet item mainly includes liabilities to personnel for bonus, tax payables and
credit notes to be issued.
31. Current tax payables
This item, amounting to Euro 25 thousand (Euro 31 thousand as of December 31
st
, 2020), mainly refers to taxes
payable by MHREC Sàrl.
05
CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31
ST
, 2021
186
32. Information on transfers of financial assets portfolios
The Company has not made any transfers between financial assets portfolio in the year.
33. Information on fair value
IFRS 13 provides that:
§
non-financial assets must be measured using the “
highest and best use”
method i.e. considering the
best use of the assets from the perspective of market participants;
§
liabilities (financial and non-financial) and equity instruments (i.e. shares issued as consideration in a
business combination
) must be transferred to a market participant as at the measurement date. In the
process of measuring the fair value of a liability it is necessary to identify the risk of default of the
counterparty, which also includes credit risk.
The general rules for preparing fair value measurement techniques should be adjusted based on the circumstances,
configured in order to maximize observable inputs and established pursuant to the measurement method used
(multiples method, income method and cost method):
1)
adjusted based on the circumstances: measurement techniques must be applied consistently over time unless
there are more representative alternative techniques for the measurement of fair value,
2)
maximise the observable inputs: inputs are divided into observable and unobservable, providing various
examples of markets from which fair values can be calculated,
3)
measurement techniques of fair value are classified in three hierarchical levels according to the type of input
used:
§
level 1: inputs are quoted prices in active markets for identical assets or liabilities. In this case the prices
are used without any adjustments.
§
level 2: inputs are quoted prices or other information (interest rates, observable yield curves, credit spreads)
for similar assets and liabilities in active and inactive markets. For this case price adjustments can be made
based on specific factors of the assets and liabilities.
§
level 3: in this case inputs are not observable. The standard provides that it is possible to use the latter
technique only in this case. Inputs for this level include, for example, long-term currency
swaps
,
interest rate
swaps
, decommissioning liabilities undertaken in a
business combination
, etc.
The arrangement of these levels follows a priority hierarchy: attributing the maximum importance to level 1 and
minimum for level 3.
IFRS 13 provides that three different measurement methods can be used for the measurement of fair value:
§
the market approach method is based on prices and other important information for market transactions
involving identical or comparable assets and liabilities. The models used are the multiples method and
the matrix price method;
§
the income approach is achieved from the discounted sum of future amounts that will be generated by
the asset. This method allows to obtain a fair value that reflects the current market expectation of such
future amounts;
§
the cost method reflects the amount that would be required as at the measurement date to substitute the
capability of the service of the asset subject to measurement, Fair value will be equal to the cost that a
market participant would incur to acquire or build an asset of rectified comparable use (taking into
consideration the level of obsolescence of the asset in question), This method can be used only when
the other methods cannot be used.
Measurement techniques are applied consistently over time unless there are alternative techniques that allow a more
representative measurement of fair value. In the selection of measurement techniques, the assumptions used for the
determination of the assets or liabilities are particularly important.
ANNUAL REPORT 2021
187
The Independent Experts used the Cash Flow Discount Method (DCF) which consists of the sum of the current
values of the net cash flows generated by it over a period of years varying according to the duration of the existing
contracts. During the period, when the contracts expire, the fee used for the determination of revenue is replaced by
the market rent (ERV) estimated by the valuer, also taking into account the contractual fee received, so that in the
last year of the DCF the revenues are entirely made up of market rents. At the end of this period, it is assumed that
the property is resold at a value obtained by capitalising last year’s income at a market rate (gross cap out) for
investments similar to the estimate.
The assumptions used by the Independent Experts, such as inflation rates,
discount rates, capitalisation rates and ERV, are defined by them, on the basis of their professional judgement,
considered a careful observation of the reference market.
In order to measure the impact of a possible shock due to a change in the macroeconomic variables considered by
the Independent Experts on December 31
st
, 2021, a sensitivity analysis was carried out in order to monitor the
changes in fair value of the properties in portfolio as the discount rates and the exit rates change, as these are
considered to be the most significant unobservable inputs. The range of variation considered in sensitivity analysis
is between -100 and +100 basis points with intervals of 50 basis points.
The following table shows the effect on the fair value of the real estate portfolio owned by the company as the
discount rates of the exit rates vary individually and jointly:
Consolidated Portfolio
31.12.2021
(€/000)
Discount Rate
Net Exit Cap Rate
-1.0%
-0.5%
0.0%
+0.5%
+1.0%
-1.0%
946,362
903,756
862,922
824,222
788,342
-0.5%
835,797
797,703
762,523
728,683
696,675
0.0%
752,783
719,247
687,120
656,592
628,434
+0.5%
688,025
656,977
628,438
601,302
575,151
+1.0%
636,373
608,552
582,113
556,713
532,592
Additional variables that could produce a fair value reduction are:
§
Tax increase
§
Decrease in rent or market rent for vacancies (ERV)
§
Increased estimated costs for pipeline project development
§
Reduction of expected inflation rate
Mirroring this, an opposite variation of the above variables would lead to an increase in fair value.
In the current situation one of the most sensitive parameters is considered the rate of inflation. All Independent
Experts use third-party sources to determine the inflation to be applied to the fees and in the calculation of the cap
rate. In particular, the sources used are the consumer price index, the forecast inflation from the economic bulletin
of the European Central Bank, data published by the "directorate - General for Economic and Financial Affairs of
the European Commission or forecasts published in the October 2021 issue of Consensus Forecast, published by
Consensus Economics.
05
CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31
ST
, 2021
188
The comparison between the carrying amount and
fair value
of the Company's assets and liabilities as of December
31
st
, 2021, is shown below.
(in thousands Euro)
December 31
st
, 2021
December 31
st
, 2020
Net book value
Fair Value
Net book value
Fair Value
Real estate investments
684,935
684,935
755,382
755,382
Other tangible assets
921
921
1,381
1,381
Intangible assets
297
297
257
257
Investments in associates
56,335
56,335
47,131
47,131
Deferred tax assets
13
13
20
20
Derivatives
222
222
40
40
Non-current financial receivables
1,437
1,437
-
-
Inventories
2,185
2,185
2,707
2,707
Current trade and financial receivables
14,873
14,873
15,330
15,330
Cash and cash equivalents
90,604
90,604
48,653
48,653
Non-current assets held for sale
-
-
4,300
4,300
Assets
851,822
851,822
875,201
875,201
Non-current bank borrowings
247,283
250,456
316,973
320,557
Other liabilities
17,167
17,167
17,250
17,250
Derivatives
818
818
1,663
1,663
Financial instruments
887
887
876
876
Current bank borrowings
53,160
53,268
22,017
22,017
Liabilities
319,315
322,596
358,779
362,363
The Company does not own capital instruments valued at cost.
ANNUAL REPORT 2021
189
The summary table below shows the hierarchy in the measurement of the fair value as of December 31
st
, 2021 and
December 31
st
, 2020.
(in thousands Euro)
December 31
st
, 2021
Total amount
Quoted prices in
active markets
(Level 1)
Observable inputs
(Level 2)
Unobservable inputs
(Level 3)
Real estate investments
684,935
-
-
684,935
Other tangible assets
921
-
-
921
Intangible assets
297
-
-
297
Investments accounted for using the equity
method
56,335
-
-
56,335
Deferred tax assets
13
-
-
13
Derivatives
222
-
222
-
Inventories
1,437
-
-
1,437
Trade and financial current receivables
2,185
-
-
2,185
Cash and cash equivalents
14,873
-
-
14,873
Non-current assets held for sale
90,604
-
-
90,604
Assets
851,822
-
222
851,600
Non-current Bank borrowings
250,456
-
250,456
-
Other liabilities
17,167
-
-
17,167
Derivatives
818
-
818
-
Financial instruments
887
-
-
887
Current bank borrowings
53,268
-
48,132
5,136
Liabilities
322,596
-
299,406
23,190
(in thousands Euro)
December 31
st
, 2020
Total amount
Quoted prices in
active markets
(Level 1)
Observable inputs
(Level 2)
Unobservable inputs
(Level 3)
Real estate investments
755,382
-
-
755,382
Other tangible assets
1,381
-
-
1,381
Intangible assets
257
-
-
257
Investments accounted for using the equity
method
47,131
-
-
47,131
Deferred tax assets
20
-
-
20
Derivatives
40
-
40
-
Inventories
2,707
-
-
2,707
Trade and financial current receivables
15,330
-
-
15,330
Cash and cash equivalents
48,653
-
-
48,653
Non-current assets held for sale
4,300
-
-
4,300
Assets
875,201
-
40
875,161
Non-current Bank borrowings
320,557
-
320,557
-
Other liabilities
17,250
-
-
17,250
Derivatives
1,663
-
1,663
-
Financial instruments
876
-
-
876
Current bank borrowings
22,017
-
-
22,017
Liabilities
362,363
-
322,220
40,143
05
CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31
ST
, 2021
190
34. Risks, guarantees and commitments
Risks to which the company is subjected and the related mitigations are explained in Paragraph 3 “Governance” –
How we manage risks.
Guarantees and commitments
Regarding bank loans outstanding at December 31
st
, 2021 on by COIMA RES, the Company has agreed with the
lending banks on the following
security package
.
As for the loan related to Deutsche Bank portfolio:
§
first mortgage of Euro 298,550 thousand;
§
pledge on the COIMA CORE FUND IV units;
§
pledge on operating bank accounts linked to the loan agreement.
As for the loan related to Monte Rosa and Tocqueville:
§
first mortgage of Euro 140,000 thousand;
§
pledge on the COIMA CORE FUND IV units;
§
pledge on operating bank accounts linked to the loan agreement;
§
disposal of receivables related to rents, insurance claims and any other receivables arising from disputes
against consultants engaged for the
due diligence
on the property.
As for the loan related to Pavilion:
§
first mortgage of Euro 63,000 thousand;
§
pledge on operating bank accounts linked to the loan agreement;
§
disposal of receivables related to rents, insurance claims and any other receivables arising from disputes
against consultants engaged for the
due diligence
on the property.
Following the financing sign of the existing properties, COIMA CORE FUND VI has allowed these following
guarantees to the financing banks:
§
first mortgage amounting to Euro 156,000 thousand;
§
pledged on the BFF Bank accounts;
§
sales of loans, in favour of the Financing Bank, deriving from rental agreements, insurance contracts and
financial guarantees issued in favour of the Fund as guarantee of the correct fulfilment of the obligations
deriving from the rental agreements by the tenants.
Furthermore, COIMA CORE FUND VI, has committed to contribute to the modernization and redevelopment of
the Gioiaotto property made by NH Hotel tenant amounting to Euro 1,400 thousand, of which Euro 1,260 thousand
already paid.
Regarding the participation of COIMA OPPORTUNITY FUND I, COIMA CORE FUND VI has residual capital
payment commitments amounting to Euro 17.4 million.
For the loan relating to the Vodafone building held through COIMA CORE FUND VIII:
§
first degree mortgage for Euro 255,600 thousand;
§
pledge on operating current accounts linked to the loan agreement;
§
assignment of receivables deriving from the Vodafone lease agreement, insurance claims and any
receivables deriving from disputes with consultants employed for
due diligence
on Vodafone.
Finally, regarding the financing of Feltrinelli Porta Volta, the guarantees granted are as follows:
§
first mortgage for Euro 80,800 thousand;
§
pledge on operating current accounts linked to the loan agreement;
§
assignment of receivables arising from insurance and guarantees issued in favour of the fund.
ANNUAL REPORT 2021
191
As for the lease agreement signed on July 21
st
, 2017 with COIMA RES and Porta Nuova Garibaldi, managed by
COIMA SGR S.p.A., the Company has granted a guarantee to the landlord amounting to ca. Euro 25 thousand.
With regard to the Porta Nuova Bonnet Fund, the Company had a total commitment of Euro 27,429 thousand of
capital payments, of which Euro 2,429 thousand subscribed in March 2021, already full paid up.
On June 11
th
, 2020, COIMA RES has signed a binding agreement for the acquisition of a stake between the 10%
and the 25% in the Porta Nuova Gioia real estate fund, manged by COIMA SGR, owner of the building under
renovation called Gioia 22, located in Milan, in Via Melchiorre Gioia 22.
The closing of the transaction is expected at the end of 2022 and it is subject to the occurrence of some precedent
conditions, among which the achievement of the 75% of the real estate
occupancy.
The stake that will be acquired
by COIMA RES in the Porta Nuova Gioia real estate fund will be determined by the Company, at its discretion,
within the aforementioned interval, near the closing. At the date, the estimated purchase price is between Euro 22
million and Euro 56 million.
05
CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31
ST
, 2021
192
35. Related party transactions
Details of transactions with related parties are provided below:
(in thousands Euro)
Receivables
Liabilities
Income
Costs
COIMA SGR S.p.A.
3,640
4,208
-
4,842
COIMA REM S.r.l.
3
1,059
-
604
COIMA IMAGE S.r.l.
71
53
-
-
Infrastrutture Garibaldi - Repubblica
-
1
-
5
Porta Nuova Garibaldi consortium
-
(21)
-
137
Porta Nuova Garibaldi Fund
622
693
-
119
Riccardo Catella Foundation
-
-
-
10
Senior managers
-
38
-
238
Directors and collaborators
-
1,387
-
835
Board of Statutory Auditors
-
124
-
124
Total
4,335
7,542
-
6,914
Also note that the Company has signed the following service agreements with related parties in line with market
standards:
§
Asset Management Agreement with COIMA SGR S.p.A.;
§
Agreement with COIMA REM S.r.l. for the supply, by the latter, of development and project management
services, as well as property and facility management services;
§
Lease agreement related to the new headquarter of the Company signed on July 21
st
, 2017, with Porta
Nuova Garibaldi Fund, managed by COIMA SGR S.p.A..
Property and development management contracts
During the year, the Company revisited the conditions in place with COIMA REM S.r.l. relative to the contractual
standards for property and development management services. No changes were made in the review as the
management of the Company considered that the current contractual structure was adequate. A benchmark analysis
has been commissioned to a specialist consultant, concerning the positioning of the pricing provided for by the
Framework Agreement with COIMA REM for property management and development management services, with
respect to the average market price for such services. The consultant considered that “the pricing of the property
and development services provided by COIMA REM was consistent with market values and below average values”.
ANNUAL REPORT 2021
193
Publication of audit fees pursuant to art. 149-duodecues of Consob Regulation No.
11971 of 14 May 1999
We report in this table a detail of the fees paid to the auditing company which has been assigned the audit assignment
pursuant to Legislative Decree 39 as of January 27
th
, 2010, and to the entities in the network to which the auditing
company belongs:
(in thousands Euro)
Object
Audit firm
Remunerations
Legal review
(*)
Parent Company
EY S.p.A.
190
Legal review
(**)
Subsidiary
EY S.p.A.
14
Review of sustainability report
Parent Company
EY S.p.A.
17
Total
221
(*)
These fees refer to the statutory audit of the consolidated financial statements, the separate financial statements and the half-year consolidated financial
statements of COIMA RES SIIQ and to the limited audit of the accounting prospectus as of September 30
th
, 2021, aimed at issuing the opinion for the
distribution of the interim dividends. of COIMA RES SIIQ pursuant to article 2433 bis of the Civil Code. The amount includes the remunerations
(expenses included) of Euro 178 thousand and the CONSOB contribution, estimated by the Company of Euro 12 thousand
.
(**)
These fees refer to the statutory audit of the COIMA RES SIINQ I financial statements (expenses included).
05
CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31
ST
, 2021
194
RECOMMENDATIONS N. DEM/9017965. FEBRUARY 26
th
, 2009
1. Representation of the property portfolio
Category
Net book value as
the date of the
report
Accounting
criteria
Fair value as the
date of the report
Last evaluation
report date
Real estate investments:
Monte Rosa
62,600
IAS 40 Fair Value
62,600
December 31
st
, 2021
Tocqueville
61,500
IAS 40 Fair Value
61,500
December 31
st
, 2021
Pavilion
74,000
IAS 40 Fair Value
74,000
December 31
st
, 2021
Deutsche Bank branches
52,355
IAS 40 Fair Value
52,355
December 31
st
, 2021
Gioiaotto
84,300
IAS 40 Fair Value
84,300
December 31
st
, 2021
Deruta
41,800
IAS 40 Fair Value
41,800
December 31
st
, 2021
Vodafone
206,300
IAS 40 Fair Value
206,300
December 31
st
, 2021
Feltrinelli
102,080
IAS 40 Fair Value
102,080
December 31
st
, 2021
Total amount
684,935
684,935
Inventories:
Deutsche Bank branches
2,185
IAS 2
2,185
December 31
st
, 2021
Total amount
2,185
2,185
2. Overall debt financial situation of the Group
Real estate investment properties
Net book value
Loan
Type of loan
Maturity date
Significant
agreements
terms
Monte Rosa
62,600
20,910
Bullet
July 16
th
2023
Financial
covenants – Note
24
Tocqueville
61,500
20,080
Bullet
July 16
th
2023
Financial
covenants – Note
24
Pavilion
74,000
27,000
Bullet
October 31
st
2023
Financial
covenants – Note
24
Deutsche Bank branches
52,355
30,805
Bullet
July 16
th
2023
Financial
covenants – Note
24
Gioiaotto
84,300
48,024
Bullet
March 31
st
2022
Financial
covenants – Note
24
Vodafone
206,300
126,678
Bullet
June 27
th
2024
Financial
covenants – Note
24
Microsoft
102,080
21,810
Bullet
December 21
st
2023
Financial
covenants – Note
24
ANNUAL REPORT 2021
195
CERTIFICATION BY THE CEO AND BY THE MANAGING DIRECTOR RESPONSIBLE
FOR THE PREPARATION OF THE CORPORATE ACCOUNTING DOCUMENTS
RELATING TO THE CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER
31
ST
, 2021
pursuant to article 154-bis. para. 5. of Legislative decree no. 58 of February 24
th
, 1998 and
article 81-ter of Consob regulation no. 11971 of May 14
th
, 1999
1.
We, the undersigned. Manfredi Catella, as Chief Executive Officer, and Fulvio Di Gilio, as Manager
responsible for preparing the financial reports of COIMA RES S.p.A. SIIQ, having also taken into account the
provisions of art. 154-
bis
. paragraphs 3 and 4, of the Legislative Decree No. 58 of February 24
th
, 1998, hereby
certify:
the adequacy, regarding the nature of the Company; and
the effective application of the administrative and accounting procedures adopted in preparing the consolidated
financial statements.
2.
In this regard, we also note that:
the adequacy of the administrative and accounting procedures adopted in preparing the consolidated financial
statements has been verified by means of the evaluation of the internal control system on the financial information.
no material aspects have been detected from the evaluation of the internal control system on the financial
information.
3.
We also certify that:
The consolidated financial statements:
have been prepared in accordance with the international financial reporting standards recognized in the European
Union under the EC Regulation 1606/2002 of the European Parliament and of the Council of July 19
th
, 2002;
are consistent with the entries in the accounting books and records;
can provide a true and fair representation of the assets and liabilities. profits and losses and financial position of the
issuer and the group of companies included in the consolidation.
The report on operations provides a reliable analysis of performance and results of operations. and the
company's situation, as well as a description of the main risks and uncertainties which the company is exposed.
The report on operations also includes a reliable analysis on the information regarding the relevant transactions with
related parties.
Milan, February 24
th
, 2022
Chief Executive Officer
Manager responsible for preparing the Company’s
financial reports
_____________________
Manfredi Catella
________________________
Fulvio Di Gilio
05
CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31
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196
Coima Res S.p.A. SIIQ
Consolidated financial statements as at 31 December 2021
Independent auditor’s report pursuant to article 14 of
Legislative Decree n. 39, dated 27 January 2010, and article
10 of EU Regulation n. 537/ 2014
INDEPENDENT AUDITORS’ REPORT
197
ANNUAL REPORT 2021
EY S.p.A.
Sede Legale: Via Meravigli, 12 – 20123 Milano
Sede Secondaria: Via Lombardia, 31 – 00187 Roma
Capitale Sociale Euro 2.525.000,00 i.v.
Iscritta alla S.O. del Registro delle Imprese presso la CCIAA di Milano Monza Brianza Lodi
Codice fiscale e numero di iscrizione 00434000584 - numero R.E.A. di Milano 606158 - P.IVA 00891231003
Iscritta al Registro Revisori Legali al n. 70945 Pubblicato sulla G.U. Suppl. 13 - IV Serie Speciale del 17/ 2/ 1998
Iscritta all’Albo Speciale delle società di revisione
Consob al progressivo n. 2 delibera n.10831 del 16/7/1997
A member firm of Ernst & Young Global Limited
EY S.p.A.
Via Meravigli, 12
20123 Milano
Tel: +39 02 722121
Fax: +39 02 722122037
ey.com
Independent auditor’s report pursuant to article 14 of Legislative
Decree n. 39, dated 27 January 2010 and article 10 of EU Regulation
n. 537/2014
(Translation from the original Italian text)
To the Shareholders of
Coima Res S.p.A. SIIQ
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the consolidated financial statements of Coima Res Group (the Group), which
comprise the consolidated statement of financial position as at 31 December 2021, and the
consolidated statement of profit/ (loss) for the year, the consolidated statement of other items in the
comprehensive income statement, the consolidated statement of changes in shareholders’ equity and
the consolidated cash flow statement for the year then ended, and notes to the consolidated financial
statements, including a summary of significant accounting policies.
In our opinion, the consolidated financial statements give a true and fair view of the financial position
of the Group as at 31 December 2021, and of its financial performance and its cash flows for the year
then ended in accordance with International Financial Reporting Standards as adopted by the
European Union and with the regulations issued for implementing art. 9 of Legislative Decree n.
38/2005.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISA Italia). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Consolidated Financial Statements section of our report. We are independent of the
Coima Res S.p.A. SIIQ in accordance with the regulations and standards on ethics and independence
applicable to audits of financial statements under Italian Laws. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the consolidated financial statements of the current period. These matters were
addressed in the context of our audit of the consolidated financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
05
CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31
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2
We identified the following key audit matters:
Key Audit Matter
Audit Response
Valuation of real estate
investments
Investment properties are stated at fair
value in accordance with International
Financial Reporting Standards IAS 40
Investment properties, recognizing the
effects of changes of fair values in the
income statement.
Management has estimated fair value based
on the reports prepared by independent
experts.
The fair value estimate involves the use of
fair value models which require forecasting
future costs and revenues of each property
and the use of assumptions about the
occupancy rate of properties, the markets
trends of real estate and financial markets,
also considering the effects of the current
Covid-19 pandemic, as well as the general
economic conditions that affect the rent and
the reliability of the tenants.
We considered that this item represents a
key audit matter, due to the relevance of the
investment properties stated at fair value
and changes in fair value over the
accounting periods, the judgment required
by Management in assessing the above
mentioned assumptions used in the fair
value models, as well as the effects on the
Company’s and Group’s key performance
indicators, especially the Net Asset Value.
The paragraph 1.3 ” Main balance sheet
items” of the notes to the financial
statements, describes the process adopted
to select the independent experts and the
fair value models.
Our audit procedures in response to this key
audit matter relate to, amongst others, the
analysis of the company’s procedure related to
the selection of the independent expert
appointed in order to prepare a fair value
estimate, the tracing of these amounts with the
balance sheet figures, the critical review and
discussion with Management and independent
experts of the main market assumptions and,
also with the support of our real estate experts,
detail testing of the reports prepared by the
independent experts.
Finally, we have examined the disclosures
provided in the notes to the financial
statements.
Responsibilities of Directors and Those Charged with Governance for the
Consolidated Financial Statements
The Directors are responsible for the preparation of the consolidated financial statements that give a
true and fair view in accordance with International Financial Reporting Standards as adopted by the
European Union and with the regulations issued for implementing art. 9 of Legislative Decree n.
38/2005,
and, within the terms provided by the law, for such internal control as they determine is
necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.
199
ANNUAL REPORT 2021
3
The Directors are responsible for assessing the Group’s ability to continue as a going concern and,
when preparing the consolidated financial statements, for the appropriateness of the going concern
assumption, and for appropriate disclosure thereof. The Directors prepare the consolidated financial
statements on a going concern basis unless they either intend to liquidate the Company the Parent
Company Coima Res S.p.A. SIIQ or to cease operations, or have no realistic alternative but to do so.
The statutory audit committee (“Collegio Sindacale”) is responsible,
within the terms provided by the
law,
for overseeing the Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with International Standards on Auditing
(ISA Italia) will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these consolidated
financial statements.
As part of an audit in accordance with International Standards on Auditing (ISA Italia), we have
exercised professional judgment and maintained professional skepticism throughout the audit. In
addition:
we have identified and assessed the risks of material misstatement of the consolidated
financial statements, whether due to fraud or error, designed and performed audit procedures
responsive to those risks, and obtained audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control;
we have obtained an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Group’s internal control;
we have evaluated the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the Directors;
we have concluded on the appropriateness of Directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Group’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor’s report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to consider this matter in forming our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Group to cease to continue as a going
concern;
we have evaluated the overall presentation, structure and content of the consolidated
financial statements, including the disclosures, and whether the consolidated financial
statements represent the underlying transactions and events in a manner that achieves fair
presentation.
we have obtained sufficient appropriate audit evidence regarding the financial information of
the entities within the Group to express an opinion on the consolidated financial statements.
We are responsible for the direction, supervision and performance of the group audit. We
remain solely responsible for our audit opinion.
05
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4
We have communicated with those charged with governance, identified at an appropriate level as
required by ISA Italia, regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We have provided those charged with governance with a statement that we have complied with the
ethical and independence requirements applicable in Italy, and we have communicated with them all
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with those charged with governance, we have determined those
matters that were of most significance in the audit of the financial statements of the current period
and are therefore the key audit matters. We have described these matters in our auditor’s report.
Additional information pursuant to article 10 of EU Regulation n. 537/14
The shareholders of Coima Res S.p.A. SIIQ, in the general meeting held on 1 February 2016, engaged
us to perform the audits of the consolidated financial statements for each of the years ending 31
December 2016 to 31 December 2024.
We declare that we have not provided prohibited non-audit services, referred to article 5, par. 1, of EU
Regulation n. 537/ 2014, and that we have remained independent of the Group in conducting the
audit.
We confirm that the opinion on the consolidated financial statements included in this report is
consistent with the content of the additional report to the audit committee (Collegio Sindacale) in
their capacity as audit committee, prepared pursuant to article 11 of the EU Regulation n. 537/ 2014.
Report on compliance with other legal and regulatory requirements
Opinion on the compliance with Delegated Regulation (EU) 2019/ 815
The Directors of Coima Res S.p.A. SIIQ are responsible for applying the provisions of the European
Commission Delegated Regulations (EU) 2019/ 815 for the regulatory technical standards on the
specification of a single electronic reporting format (ESEF – European Single Electronic Format) (the
“Delegated Regulation”) to the consolidated financial statements, to be included in the annual
financial report.
We have performed the procedures under the auditing standard SA Italia n. 700B, in order to express
an opinion on the compliance of the consolidated financial statements with the provisions of the
Delegated Regulation.
In our opinion, the consolidated financial statements have been prepared in the XHTML format and
have been marked-up, in all material aspects, in compliance with the provisions of the Delegated
Regulation.
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ANNUAL REPORT 2021
5
Opinion pursuant to article 14, paragraph 2, subparagraph e), of Legislative
Decree n. 39 dated 27 January 2010 and of article 123-bis, paragraph 4, of
Legislative Decree n. 58, dated 24 February 1998
The Directors of Coima Res S.p.A. SIIQ are responsible for the preparation of the Report on
Operations and of the Report on Corporate Governance and Ownership Structure of Coima Res Group
as at 31 December 2021, including their consistency with the related consolidated financial
statements and their compliance with the applicable laws and regulations.
We have performed the procedures required under audit standard SA Italia n. 720B, in order to
express an opinion on the consistency of the Report on Operations and of specific information
included in the Report on Corporate Governance and Ownership Structure as provided for by article
123-bis, paragraph 4, of Legislative Decree n. 58, dated 24 February 1998, with the consolidated
financial statements of Coima Res Group as at 31 December 2021 and on their compliance with the
applicable laws and regulations, and in order to assess whether they contain material misstatements.
In our opinion, the Report on Operations and the above mentioned specific information included in
the Report on Corporate Governance and Ownership Structure are consistent with the consolidated
financial statements of Coima Res Group as at 31 December 2021 and comply with the applicable
laws and regulations.
With reference to the statement required by art. 14, paragraph 2, subparagraph e), of Legislative
Decree n. 39, dated 27 January 2010, based on our knowledge and understanding of the entity and
its environment obtained through our audit, we have no matters to report.
Milan, 29 March 2022
EY S.p.A.
Signed by: Aldo Alberto Amorese, Auditor
This independent auditor’s report has been translated into the English language solely for the
convenience of international readers. Accordingly, only the original text in Italian language is
authoritative.
05
SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31
ST
, 2021
202
SEPARATE FINANCIAL STATEMENTS AS AT
DECEMBER 31
ST
, 2021
DIRECTORS’ REPORT
SIGNIFICANT EVENTS DURING THE YEAR
During 2021, the Company continued to carry out asset management activities aimed at extracting value from all
the properties, directly and indirectly owned, in its portfolio.
Below is a summary of the most significant events that took place during 2021.
Leases
In May 2021, COIMA RES signed an amending agreement to the lease agreement with Sisal (main tenant of
Tocqueville) to extend the duration of the contract by a further three months, postponing the new contractual
deadline to March 31
st
, 2022. The fee to be applied in the extension period is expected to increase by 50% compared
to the current one.
Development
The release by PwC of the Monte Rosa property will allow to undertake a restructuring and value creation project
in the medium term that will lead to a substantial improvement in the quality of the property and a potential
significant increase in the rent of rent compared to the previous rent. Further details on the restructuring plan of the
Monte Rosa property will be published in the coming months. In addition to the Monte Rosa property, further
renovation plans are planned for the period 2022-2024. Through these renovation projects, it is intended to achieve
a significant growth of the canons once the works have been completed and the spaces relocated.
Financing
On December 29
th
, 2021, COIMA RES signed a new financing agreement with Crédit Agricole Corporate and
Investment Bank, BNP Paribas, ING Bank and UniCredit for Euro 165.0 million for the refinancing of the real
estate portfolio (for an amount of Euro 120.0 million) and the granting of a new line, for an amount of Euro 45.0
million, in support of capex plans related to the properties Monterosa, Tocqueville and Deruta. The new financing
is guaranteed by 100% real estate held directly and indirectly and has a maturity of 5 years and a cost "all in" of c.
2.1%.
The financing was structured, with the support of ING Bank as green advisor, considering the alignment with the
European taxonomy of environmentally sustainable economic activities on the basis of what was approved by the
European Commission on April 21
st
, 2021, formally adopted on June 4
th
, 2021.
Shareholder’s agreement
On December 1
st
, 2021, the shareholders' agreement between Manfredi Catella, COIMA REM S.r.l., COIMA SGR
S.p.A. and Qatar Holding LLC concerning the governance of COIMA RES was renewed. The Shareholders'
Agreement - which expired on December 1
st
, 2021 - was renewed for a period of three years from November 26
th
,
2021 and is tacitly renewable for a further period of three years.
ANNUAL REPORT 2021
203
Investment in COIMA CORE FUND IV
Disposals
: on January 2021, the COIMA CORE FUND IV fund completed the sale of the Milan branch for Euro
4.3 million. The transaction is included in a larger sale of 11 bank branches, completed between January 2020 and
January 2021 for a total value of Euro 23.5 million.
Since the IPO in 2016, the fund has sold approximately 48% of the initial portfolio of bank branches to a valuation
substantially in line with the contribution value under the IPO, earning gross proceeds of Euro 66.3 million.
Investment in COIMA CORE FUND VI
Disposal:
On August 5
th
, 2021, COIMA OPPORTUNITY FUND I, a fund 88.8% owned by COIMA CORE FUND
VI, completed the sale of the Sarca property to a leading local investor at a price of Euro 82.5 million, which
corresponds to a net exit yield of 4,6%, and a premium of 36% compared to the purchase price. As part of the
transaction, the seller has issued, in favour of the buyer, a guarantee in relation to the payment of the fees by the
tenants who currently lease the property (about Euro 2.5 million). COIMA RES acquired the Sarca property in 2019
at a value of Euro 60.7 million (EPRA Topped-up Net Initial Yield of 5.9%) and the sale price implies an Unlevered
IRR equal to 24% (Levered IRR of 39%). The sale of the Sarca property is in line with the strategy of COIMA RES
which provides for a rotation of the portfolio (in particular with regard to mature, non-core and non-strategic real
estate) aimed at crystallising performance and freeing up capital to make new investments (both in terms of
acquisitions of real estate on the market and in terms of restructuring of properties already in the portfolio).
Leasing
: In June 2021, COIMA OPPORTUNITY FUND I, before the sale of the property, signed a binding offer
with an energy supply company for about 700 square meters of office space. The space was occupied by Signify
who had exercised the break-option with the release of the spaces in October 2021. The binding offer provides for
the signing of a contract that has a duration of 6 years at a fee about 23% higher than the current one.
On April 6
th
, 2021, the Feltrinelli Porta Volta fund, participated by COIMA CORE FUND VI, signed a new lease
agreement for retail spaces in the Microsoft building (about 400 square meters), previously occupied by Microsoft.
The contract provides for a duration of nine years (with eight months of loan) with an annual rent for the first two
years equal to Euro 200 thousand and equal to Euro 280 thousand for the following years.
Financing
: In February 2021, the Feltrinelli Porta Volta Fund entered into an agreement with Intesa Sanpaolo for
the extension and modification of the loan, for an amount of Euro 22.0 million, on the Microsoft property. The
funding deadline was extended for a period of 3 years, i.e. from December 21
st
, 2020 to December 21
st
, 2023, and
the funding margin was reduced by c. 15 basis points. In addition, the agreement provides for the possibility to
increase, under the same economic conditions, up to a maximum of Euro 49.5 million, the amount of financing
provided by Intesa Sanpaolo.
Investment in CORSO COMO PLACE (PORTA NUOVA BONNET)
Leasing:
In April 2021, the fund signed a lease agreement with Mooney (formerly Sisal Pay) for approximately
3,250 sq m of office space, with a duration of 6 years at a fee higher than that provided for under the previous lease
agreement.
In November 2021, the PORTA NUOVA BONNET fund finalized an additional lease with a property & asset
management company for about 600 square meters of office space, with a duration of 6 years from January 2022.
Investment in COIMA RES SIINQ I
Financing
: On September 30
th
, 2021, COIMA RES SIINQ I repaid the Euro 20 million loan due in January 2022.
This operation was financed 80% by COIMA RES in the form of a 5-year interest-bearing shareholder loan,
renewable annually, with a variable margin of 160 bps.
05
SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31
ST
, 2021
204
OVERVIEW OF THE FINANCIAL RESULTS
The table below summarizes the income statement for the financial year 2021, which shows a net result of Euro 1.1
million.
(in million Euro)
December 31
st
, 2021
December 31
st
, 2020
Rents
8.7
9.8
Net real estate operating expenses
(1.3)
(1.1)
Net rents
7.4
8.8
Other revenues
0.0
0.0
G&A expenses
(4.1)
(4.3)
Other expenses
(0.2)
0.1
Non-recurring general expenses
(0.1)
(0.3)
EBITDA
3.0
4.3
Net depreciation
(24.1)
(18.0)
Net movement in fair value
2.9
(1.2)
EBIT
(18.2)
(14.9)
Financial income
0.1
0.0
Other income and charges
22.1
28.9
Financial expenses
(2.9)
(3.2)
Profit before taxation
1.1
10.9
Income tax
0.0
(0.0)
Profit
1.1
10.9
Net Operating Income (hereinafter also "
NOI
") amounted to Euro 7.4 million (Euro 8.8 million at December 31
st
,
2020) and represents 85% of total rentals. The NOI includes the rents accrued on the Monte Rosa, Tocqueville and
Pavilion properties for the whole year 2021.
Net real estate operating expenses, amounting to Euro 1.3 million, mainly relate to property taxes,
property
management
costs, net of property operating and maintenance costs. These costs decreased by Euro 0.2 million
compared to December 31
st
, 2020, mainly for the release by PWC of the spaces located in Monte Rosa, which took
place in February 2021.
G&A expenses, amounting to Euro 4.1 million, include management fees, personnel costs, corporate governance
and control functions costs as well as consultancy, audit, IT, marketing and management costs for the Company's
headquarters.
Non-recurring general expenses are mainly made up of contingent liabilities. The amount present in 2020 was
mainly represented by donations made by the Company to active entities to address the COVID-19 health
emergency.
Net depreciation amounting to Euro 24.1 million (Euro 18 million as of December 31
st
, 2020) mainly includes the
impairment test
carried out on subsidiaries following the distributions approved in 2021.
Net movement in
fair value
, for a positive amount of Euro 2.9 million (a negative amount of Euro 1.2 million as of
ANNUAL REPORT 2021
205
December 31
st
, 2020), refers to the value adjustment of the Company's real estate portfolio.
Other income and charges, amounting to Euro 22.1 million (Euro 28.9 million at December 31
st
, 2020) consist of
the income and repayment of shares distributed during the year by COIMA RES S.p.A. SIINQ I, COIMA CORE
FUND IV, COIMA CORE FUND VI and COIMA CORE FUND VIII.
Financial expenses, amounting to Euro 2.9 million (Euro 3.2 million at December 31
st
, 2020), relate to loans
outstanding at the date of this annual report. The decrease of Euro 0.3 million compared to the previous period is
mainly due to the lower financial exposure of the Company.
The table below shows the Balance Sheet as of December 31
st
, 2021, and the comparison with the last year:
(in million Euro)
December 31
st
, 2021
December 31
st
, 2020
Assets
Real estate investments
198.1
192.8
Investments in subsidiaries
271.3
292.5
Other non-current assets
17.9
2.4
Total non-current assets
487.3
487.7
Receivables
10.1
10.0
Cash and cash equivalents
7.8
10.7
Total current assets
17.9
20.7
Total assets
505.2
508.4
Liabilities
Shareholders' equity
393.9
402.8
Bank borrowings
98.8
98.0
Other non-current liabilities
3.0
3.7
Total non-current liabilities
101.8
101.7
Current bank borrowings
5.1
0.0
Trade payables and other current liabilities
4,4
3.9
Total current liabilities
9.5
3.9
Total liabilities
111.3
105.6
Total liabilities and Shareholders' equity
505.2
508.4
Real estate investments, amounting to Euro 198.1 million at December 31
st
, 2021 (Euro 192.8 million at December
31
st
, 2020), show an increase of Euro 5.3 million mainly due to the capex made during the period (Euro 2.4 million)
and the positive change in fair value resulting from valuations by independent experts (Euro 2.9 million).
Investments in subsidiaries, amounting to Euro 271.3 million (Euro 292.5 million at December 31
st
, 2020) were
reduced by Euro 21.2 million as a result of the value adjustment following the repayments of capital by COIMA
CORE FUND IV and the change in fair value of the branches (Euro 23.1 million) distributions and equity
reimbursements made by COIMA CORE FUND VIII (Euro 0.8 million), partially offset by payments made to the
Porta Nuova Bonnet Fund, for an amount of Euro 2.7 million.
Other non-current assets, amounting to Euro 17.9 million (Euro 2.4 million at December 31
st
, 2020), increased by Euro
15.5 million mainly for the financing granted to COIMA RES SIINQ I on September 30
th
, 2021 for Euro 16 million,
05
SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31
ST
, 2021
206
offset by the partial collection of the financial claim to COIMA CORE FUND VIII relating to the transfer of almost
all the financial expenses incurred in the refinancing operation of the Vodafone real estate complex carried out in
2019.
Current receivables, amounting to Euro 10.1 million (Euro 10 million at December 31
st
, 2020) increased by approximately
Euro 0.1 million mainly for the costs incurred by the Company in December 2021 as part of the signing of the new loan
agreement, offset by lower receivables due to lower prepayments made in December 2021 compared to December 2020.
The Company’s net financial debt amounted to Euro 98.6 million at December 31
st
, 2021.
The table below shows the Company's net financial indebtedness as of December 31
st
, 2021, in accordance with
Recommendation ESMA/UE 2017/1129.
(in thousands Euro)
December 31
st
, 2021
December 31
st
, 2020
(A) Cash
7,776
10,648
(B) Cash equivalents
-
-
(C) Trading securities
-
-
(D) Liquidity (A)+(B)+(C)
7,776
10,648
(E) Current bank borrowings
(5,123)
-
(F) Current portion of non-current bank borrowings
-
-
(G) Current financial debt (E) + (F)
(5,123)
-
(H) Net current liquidity (G) + (D)
2,653
10,648
(I) Non-current bank borrowings
(100,209)
(100,187)
(J) Bonds issued
-
-
(K) Other non-current financial debt
(1,043)
(1,032)
(L) Non-current financial indebtedness (I)+(J)+(K)
(101,252)
(101,219)
(M) Net liquidity (H)+(L)
(98,599)
(90,571)
On March 4
th
, 2021, ESMA published the Guidelines on disclosure requirements under EU Regulation 2017/1129
describing the new ways of illustrating the net financial position (now defined as "total financial debt") in the
consolidated financial statements of listed companies.
Compared to the consolidated financial statements as at December 31
st
, 2020, financial debts are presented net of
financial derivative instruments active (and gross of financial derivatives passive) and include debt for lease
liabilities arising from the application of the IFRS 16 accounting policy, trade and other non-current liabilities
include the financial instrument granted to directors and key managers and deposits paid to the holders.
Current bank borrowings equal to Euro 5,1 million mainly includes the Revolving Credit Facility ("
RCF
") signed
in October 2020 with the Banco BPM group of Euro 5 million.
ANNUAL REPORT 2021
207
As of December 31
st
, 2021, the Company had the following loans in place:
(In thousands Euro)
December 31
st
, 2021
Maturity
Rate
% hedged
Deutsche Bank branches
30,805
July 16
th
, 2023
Eur 3M + 180 bps
100%
Monte Rosa, Tocqueville
40,990
July 16
th
, 2023
Eur 3M + 160 bps
100%
Pavilion
27,000
October 31
st
,
2023
Eur 6M + 150 bps
80%
Other non-current liabilities, amounting to Euro 3.0 million (Euro 3.7 million at December 31
st
, 2020), refer mainly
to the
Interest Rate Swap
derivative contracts for Euro 0.8 million, to the financial instrument of Euro 0.9 million,
to the debt resulting from the application of the IFRS 16 accounting standard for Euro 0.6 million, to the risk fund
for Euro 0.5 million and to the TFR fund for Euro 0.1 million.
Trade payables and other current liabilities, amounting to Euro 4.4 million (Euro 3.9 million at December 31
st
,
2020), mainly include debts and invoices to be received from suppliers amounting to Euro 2.8 million (Euro 2.2
million at December 31
st
, 2020) and accrued income of Euro 1.0 million (Euro 1.1 million at December 31
st
, 2020).
The Company’s equity amounted to Euro 393.9 million (Euro 402.8 million at December 31
st
, 2020) and was
reduced by Euro 8.9 million mainly as a result of profit for the year for Euro 1.1 million, of dividends distributed
by Euro 10,8 million and the change in the value of derivatives for Euro 0.8 million.
05
SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31
ST
, 2021
208
REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURES
Pursuant to Article 123-bis, para. 3, of Legislative Decree no. 58 of February 24
th
, 1998, the “Report on Corporate
Governance and Ownership Structures” is available on the “
Governance
” section of the COIMA RES S.p.A. SIIQ
website (www.coimares.com).
REMUNERATION REPORT
Pursuant to Article 84-quarter, para. 1, of the Issuers' Regulations, implementing Legislative Decree no. 58 of
February 24
th
, 1998, the “Remuneration Report” is available on COIMA RES S.p.A. SIIQ website
ORGANISATIONAL MODEL AND CODE OF ETHICS
On July 27
th
, 2016, the Board of Directors approved the code of ethics and the organisational model (as subsequently
modified), as provided for by Legislative Decree no. 231/2001, and on June 11
th
, 2020, established the supervisory
body and appointed as members Marco Lori, as Chairman, Michele Luigi Giordano and Mario Ippolito, from the
Carnelutti law firm.
RESEARCH AND DEVELOPMENT
COIMA RES S.p.A. SIIQ did not conduct any research and development activities during 2021.
TREASURY SHARES AND SHARES OR UNITS OF PARENT COMPANIES
As of December 31
st
, 2021, the Company did not hold any treasury shares or shares in parent companies.
RELATIONS WITH SUBSIDIARIES, ASSOCIATES AND PARENT COMPANIES
With reference to the nature of the relationships between Group companies and related parties please refer to the
paragraph 65.
SUBSEQUENT EVENTS
On January 18
th
, 2022, Crédit Agricole Corporate and Investment Bank (acting as agent bank), BNP Paribas, ING
Bank and UniCredit provided the Company with a new loan of Euro 120,000 thousand, subscribed on December
29
th
, 2021, with simultaneous repayment and repayment of outstanding loans totalling Euro 98,795 thousand. The
financing has a maturity of 5 years and a cost "all in" of about 2.1%.
On January 19
th
, 2022, the Company made available to COIMA RES SIINQ I, a 100% owned company, a new
shareholder loan for a maximum total amount of Euro 12 million in order to restore the financial resources
previously used by the subsidiary for the repayment of the loan and provide it with the necessary resources to finance
the project of renovation and repositioning of the building in Via Deruta.
On January 26
th
, 2022, COIMA RES and COIMA RES SIINQ I signed an amending agreement to finance existing
shareholders (amounting to Euro 16 million and disbursed in September 2021), with extension of the duration and
change of the interest rate, in order to align the contract with the terms of the parent company with the lending
banks.
ANNUAL REPORT 2021
209
On February 9
th
, 2022, COIMA RES announced that it had reached an agreement to purchase an office complex in
Milan, in Via Giovanni Battista Pirelli 32 through the COIMA Opportunity Fund I held at 78.29%. The property
will be acquired at a price of Euro 58.2 million and will be sold by the Effepi Real Estate fund, a real estate
investment fund whose shares are held entirely by the Pension Fund UniCredit, managed by Generali Real Estate
S.p.A. SGR. The closing of the transaction is expected by the end of the first quarter of 2022.
BUSINESS OUTLOOK
COIMA RES aims to provide its shareholders with a stable and sustainable dividend payment stream, preserve
capital to perform targeted refurbishments on its real estate portfolio and to seize potential acquisitions
opportunities.
Considering the positive results achieved, the COIMA RES Board of Directors has the opportunity to suggest to
shareholder’s meeting a dividend of Euro 10.8 million (Euro 0.30 per share), an amount in line with the dividend
paid for the previous fiscal year.
The dividend was calculated on the basis of the results of the Company and the current legislation on listed real
estate investment companies, as well as the distributable reserves.
The Company expects that the portfolio described in the previous pages may generate additional revenues giving
the Company the possibility to increase its profits in subsequent years and to distribute further dividends to its
shareholders.
Based on the above, the Directors have prepared these financial statements on a going concern basis as they believe
that all the elements confirming the Company's ability to continue to operate as a going concern exist.
Regarding the spread of the COVID-19 epidemic in Italy, the Company has not had a significant impact on financial
results, as the COIMA RES portfolio is characterized by diversified tenants and mainly made up of multinational
companies. During the year, COIMA RES has demonstrated its solidity and resilience, maintaining levels of income
from rents in line with the previous year.
05
SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31
ST
, 2021
210
SIIQ REGIME
Application of SIIQ regime is subordinated to the condition which companies engage primarily the property leasing
activities.
The prevalence shall be tested according to two parameters:
a)
Financial: land and buildings held as property or other real right for rental activities represent at least 80%
of the assets - "
asset test
".
b)
Economic: in each financial year, revenues from rental activities representing at least 80% of the positive
components of the income statement - "
profit test
" (ratio of exempt income and total proceeds).
At the date of these financial statements, the Company respects both the two indices as the investments made are
entirely of a real estate nature and the revenues are entirely generated by these investments.
OTHER INFORMATION
Option to derogate (OPT OUT) the obligation to publish a document in the event of
significant transactions
Company's Board of Directors on September 14
th
, 2015, resolved to make use of the derogation provided for in
Articles. 70, paragraph 8 and 71, paragraph 1-bis of Consob Regulation no. 11971/99.
Definition of SMEs
With reference to the definition of SMEs, in Article 1, paragraph 1, letter w-quater.1) of the TUF and Art.2-ter of
Consob Issuers' Regulations, it should be noted that, at the date of these financial statements, the Company falls
within this definition as it has a market capitalisation of less than Euro 500 million, as shown in the following table:
Average market capitalization 2021
Average market capitalization 2020
Average market capitalization 2019
242,506,312
233,090,558
291,593,852
ANNUAL REPORT 2021
211
PROPOSAL OF APPROVAL OF THE SEPARATE FINANCIAL STATEMENTS FOR
THE YEAR AS AT DECEMBER 31
st
, 2021 AND DISTRIBUTION OF DIVIDEND
The financial statements as of December 31
st
, 2021, closed with a net profit of Euro 1,087,753.82, of which Euro
2,908,715.70, relating to the fair value adjustment of real estate investments.
The Board of Directors, considering the statutory provisions related to the Company's nature as a SIIQ, of the
existence of adequately available reserves and the interim dividend of Euro 3,610,655.80, proposes:
§
to allocate the profit for the year, in the amount of Euro 1,087,753.82, to increase the valuation reserve in
the amount of Euro 2,908,715.70;
§
reduce the retained earnings reserve by Euro 1,820,961.88, an amount equal to the difference between the
net profit and the amount of the fair value adjustment of investment property;
§
reduce the retained earnings reserve by Euro 3,610,655.80, an amount equal to the amount of the interim
dividend;
§
to distribute to the Shareholders a total dividend of Euro 10,831,967.40 (Euro 0.30 for each ordinary share
outstanding at the time of payment date) from the reserve of retained earnings, of which Euro 3,610,655.80
(Euro 0.10 per share) distributed on November 17
th
, 2021.
Milan, February 24
th
, 2022
05
SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31
ST
, 2021
212
FINANCIAL STATEMENTS
STATEMENT OF PROFIT/(LOSS) FOR THE YEAR
(in Euro)
Notes
December 31
st
,
2021
of which related
parties
December 31
st
,
2020
of which related
parties
Income statements
Rents
37
8,740,022
-
9,833,808
-
Net real estate operating expenses
38
(1,339,139)
(259,308)
(1,082,170)
(342,461)
Net rents
7,400,883
(259,308)
8,751,638
(342,461)
Income / (losses) from real estate disposals
-
-
-
-
Net sales revenues
-
-
-
-
G&A expenses
39
(4,238,281)
(1,955,316)
(4,402,418)
(1,935,356)
Other operating expenses
40
(198,785)
(11,000)
(41,684)
122,000
Gross operating income
2,963,817
(2,225,624)
4,307,536
(2,155,817)
Net depreciations
41
(24,050,485)
(24,027,517)
(17,955,369)
(17,745,693)
Net movement in fair value
42
2,908,716
-
(1,202,658)
-
Net operating income
(18,177,952)
(26,253,141)
(14,850,491)
(19,901,510)
Income from investments
43
22,105,858
22,105,858
28,936,973
28,936,973
Financial income
44
67,261
66,133
1,160
-
Financial expenses
44
(2,907,413)
(7,878)
(3,154,030)
(7,903)
Profit before taxes
1,087,754
(4,089,028)
10,933,612
9,027,560
Income taxes
45
-
-
-
-
Profit
1,087,754
(4,089,028)
10,933,612
9,027,560
OTHER COMPREHENSIVE INCOME STATEMENT
(in Euro)
Notes
December 31
st
, 2021
December 31
st
, 2020
Profit for the year
1,087,754
10,933,612
Other comprehensive income to be reclassified to profit of
the period in subsequent periods
54
835,484
374,580
Other comprehensive income not to be reclassified to
profit of the period in subsequent periods
-
-
Other comprehensive income
1,923,238
11,308,192
ANNUAL REPORT 2021
213
STATEMENT OF FINANCIAL POSITION
(in Euro)
Notes
December 31
st
,
2021
of which related
parties
December 31
st
,
2020
of which related
parties
Assets
Real estate investments
46
198,100,000
-
192,800,00
-
Other tangible assets
47
852,254
621,700
950,846
690,440
Other intangible assets
47
295,927
-
255,558
-
Investments in subsidiaries
48
243,842,591
-
267,785,848
-
Investments in associated companies
49
27,429,160
-
24,732,731
-
Non-current financial receivables
50
16,720,149
16,720,149
1,189,658
1,189,658
Derivatives
51
15,473
-
5,594
-
Total non-current assets
487,255,554
17,341,849
487,720,235
1,880,098
Trade and other current receivables
52
9,596,133
4,018,770
9,515,734
4,566,630
Current financial receivables
50
557,056
557,056
490,923
490,923
Cash and cash equivalents
53
7,775,731
-
10,648,167
-
Total current assets
17,928,920
4,575,826
20,654,824
5,057,553
Total assets
505,184,474
21,917,675
508,375,059
6,937,651
Liabilities
Capital stock
14,482,292
-
14,482,292
-
Share premium reserve
336,272,528
-
336,272,528
-
Valuation reserve
(735,768)
-
(1,428,453)
-
Interim dividend
(3,610,656)
-
(3,610,656)
-
Other reserve
32,866,185
-
38,944,184
-
Profit/ (loss) carried forward
13,497,890
-
7,175,447
-
Profit/ (loss) for the year
1,087,754
-
10,933,612
-
Shareholders’ equity
54
393,860,225
-
402,768,954
-
Non-current bank borrowings
55
98,795,000
-
97,958,386
-
Non-current financial liabilities
56
643,018
643,018
704,079
704,079
Payables for post-employment benefits
57
63,551
-
99,743
-
Provision for risk and charges
58
465,126
465,126
391,021
391,021
Derivatives
59
786,466
-
1,530,587
-
Trade and other non-current liabilities
60
1,043,325
887,000
1,032,325
876,000
Total non-current liabilities
101,796,486
1,995,144
101,716,141
1,971,100
Current bank borrowings
55
5,122,910
-
-
-
Trade and other current liabilities
61
4,393,934
1,424,174
3,879,045
801,217
Current tax payables
10,919
-
10,919
-
Total current liabilities
9,527,763
1,424,174
3,889,964
801,217
Total liabilities
111,324,249
3,419,318
105,606,105
2,772,317
Total liabilities and shareholders’ equity
505,184,474
3,419,318
508,375,059
2,772,317
05
SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31
ST
, 2021
214
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(in Euro)
Capital stock
Share
premium
reserve
Valuation
reserve
Other reserves
(
Interim
dividend)
Profit / (loss)
carried
forward
Profit / (loss)
for the year
Total
Shareholders’
equity
Balance as of
January 1
st
, 2020
14,482,292
336,272,528
(1,676,529)
30,727,828
2,309,789
20,176,821
402,292,729
Allocation of profit for the year
-
-
-
4,479,196
4,865,658
(9,344,854)
-
Distribution of dividends 2019
10
-
-
-
3,610,656
-
(10,831,967)
(7,221,311)
2020 interim dividend
-
-
-
(3,610,656)
-
-
(3,610,656)
Valuation of derivatives
-
-
248,076
109,810
-
-
357,886
Reserve for actuarial gain/(loss)
IAS 19
-
-
-
16,694
-
-
16,694
Profit /(loss) for the period
-
-
-
-
-
10,933,612
10,933,612
Balance as of
December 31
st
, 2020
14,482,292
336,272,528
(1,428,453)
35,333,528
7,175,447
10,933,612
402,768,954
Allocation of profit for the year
-
-
-
(1,202,658)
1,304,303
(101,645)
-
Reclassification of payable
reserves
-
-
-
(5,018,140)
5,018,140
-
-
Distribution of dividends 2020
11
-
-
-
3,610,656
-
(10,831,967)
(7,221,311)
2021 interim dividend
-
-
-
(3,610,656)
-
-
(3,610,656)
Valuation of derivatives
-
-
692,685
118,147
-
-
810,832
Reserve for actuarial gain/(loss)
IAS 19
-
-
-
24,652
-
-
24,652
Profit /(loss) for the period
-
-
-
-
-
1,087,754
1,087,754
Balance as of
December 31
st
, 2021
14,482,292
336,272,528
(735,768)
29,255,529
13,497,890
1,087,754
393,860,225
10
Not including the interim dividend on 2019 results amounting to Euro 3,611 thousand, paid in November 2019.
11
Not including the interim dividend on 2020 results amounting to Euro 3,611 thousand, paid in November 2020.
ANNUAL REPORT 2021
215
CASH FLOW STATEMENT
(in Euro)
Notes
2021
2020
Profit for the period before tax
1,087,754
10,933,612
Adjustments to reconcile the profit to net cash flow:
Net depreciation
41
24,051,224
17,874,146
Severance pay
39
123,399
63,562
Net movement in fair value
42
(2,908,716)
1,202,658
Financial income
-
-
Financial expenses
44
990,575
895,086
Net movement in fair value of financial instruments
40
11,000
(122,000)
Changes in working capital:
(Increase) / decrease in trade and other current receivables
52
348,761
1,392,681
(Increase) / decrease in trade payables and other current liabilities
61
360,356
131,163
(Increase) / decrease in trade payables and other non-current liabilities
60
(60,833)
13,115
Net cash flows generated (absorbed) from operating activities
24,003,520
32,384,023
Investment activities
(Acquisition) / disposal of real estate investments
46
(2,391,284)
(102,658)
(Acquisition) / disposal of other tangible and intangible assets
47
(118,486)
(121,405)
(Increase) / decrease of other non-current receivables
50
(16,000,000)
-
Purchase of subsidiaries
-
-
Purchase of associated companies
49
(2,696,429)
(5,214,285)
Net cash flow generated (absorbed) from investment activities
(21,206,199)
(5,438,348)
Financing activities
Shareholders’ equity contribution / (dividends paid)
54
(10,669,757)
(10,812,466)
(Acquisition) / closing of derivatives
-
(251,800)
Increase in bank borrowing and other non-current lenders
55
5,000,000
-
Repayment borrowing
-
(17,700,000)
Net cash flows generated (absorbed) from financing activities
(5,669,757)
(28,764,266)
Net increase / (increase) in cash and cash equivalents
(2,872,436)
(1,818,591)
Cash and cash equivalents at the beginning of the period
10,648,167
12,466,758
Cash and cash equivalents at the end of the period
7,775,731
10,648,167
05
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ST
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216
NOTES TO THE FINANCIAL STATEMENTS
Principles of preparation and changes in accounting standards
Principles of preparation
The financial statements as of December 31
st
, 2021 have been prepared in accordance with IAS/IFRS issued by the
International Accounting Standards Board (IASB) and endorsed by the European Union.
The financial statements have been prepared in accordance with the historical cost principle, except for investment
property, financial instruments, derivative financial instruments, financial assets and contingent consideration which
are recorded at fair value. The book value of assets and liabilities that are subject to fair value hedging transactions
and which would otherwise be recorded at amortised cost is adjusted to take account of changes in fair value
attributable to the hedged risks.
The financial statements comprise the Balance Sheet, Income Statement, Statement of Comprehensive Income,
Statement of Changes in Shareholders' Equity, Cash Flow Statement and Notes to the Financial Statements.
In accordance with the provisions of Article 5, paragraph 2, of Legislative Decree no. 38 of February 28
th
, 2005, the
financial statements are prepared using the euro as the functional currency. Unless otherwise specified, the amounts
in the financial statements are stated in euros. The data contained in the notes to the financial statements are rounded
off to ensure consistency with the amounts shown in the balance sheet and income statement.
The financial statements provide comparative information referring to the previous year and have been prepared on
a going concern basis, in accordance with the principle of accrual accounting, and in compliance with the principle
of relevance, significance of information and the prevalence of substance over form.
Offsets between assets and liabilities and between costs and revenues are made only if required or permitted by a
standard or an interpretation thereof.
The financial statements adopted are consistent with those required by IAS 1 - "Presentation of Financial
Statements". In particular:
§
the statement of financial position has been prepared by classifying assets and liabilities according to the
"current/non-current" criterion;
§
the income statement and the statement of comprehensive income have been prepared by classifying
operating costs by nature;
§
the cash flow statement was prepared according to the "indirect method";
§
the statement of changes in shareholders' equity.
The formats used, as specified above, are those that best represent the Company's economic, equity and financial
position.
ANNUAL REPORT 2021
217
Main balance sheet items
Real estate investments
Investment property is represented by property held to earn rental income and/or for capital appreciation and not
for use in the production or supply of goods or services or for administrative purposes.
Investment property is initially recognised at cost including incidental expenses and acquisition, consistent with
IAS 40, and subsequently measured at
fair value,
recognizing in the income statement the effects of changes in
fair
value
of investment property in the year such occur.
The costs incurred relating to subsequent interventions are capitalised on the carrying value of the investment
property when it is probable that they will generate future economic benefits, do not exceed the market value and
their cost can be measured reliably. Other maintenance and repair costs are expensed as incurred.
The
fair value
of the investment property does not reflect future capital investments that will improve or enhance
the properties and does not reflect future benefits from this expenditure.
Investment property is derecognised when sold (at the date on which the buyer obtains the control) or when it is
permanently withdrawn from use and no future economic benefits are expected from its disposal. The amount of
consideration to be considered for determining the profit or loss deriving from the cancellation of an investment
property is determined in accordance with the requirements for determining the price of the transaction in IFRS 15.
IFRS 13 defines the
fair value
as the price (
exit price)
that would be received for the sale of an asset, or that would
be paid for transfer of a liability in a regular transaction between market participants at the valuation date. In
particular, in measuring the
fair value
of investment property, the Company must ensure that the fair value
reflects,
among others, rental income from current leases, and other reasonable and supportable assumptions that market
participants would use to price real estate properties under current conditions.
In accordance with IFRS 13, the
fair value
valuation of a non-financial asset considers the ability of a market
operator to generate economic benefits from using the asset at its
highest and best use
or selling it to another market
participant that would employ such at its highest and best use. According to IFRS 13, an entity must employ
valuation techniques appropriate to the circumstances and for which enough data are available to measure the
fair
value
, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. The
fair
value
is measured based on observable transactions in an active market and adjusted if necessary, depending on the
specific characteristics of each investment property. If such information is not available, such as to determine the
fair value
for measurement of the investment property, the Company uses the discounted cash flow method (for a
period that varies according to the duration of existing contracts) related to future net income from leasing of
property, and it is assumed that the property is sold at the end of this period.
Investment property is valued with the support of an external independent valuation company, duly recognized in
terms of professional qualification and recent experience in the leasing and characteristics of the property evaluated.
The Board of Directors of COIMA RES S.p.A. SIIQ, decided to appoint as independent expert CBRE Valuation
S.p.A. The independent expert has the task of defining, every six months, the market value of Monte Rosa,
Tocqueville and Pavilion and any further real estate properties that the Company should acquire. Valuations are
prepared in compliance with the standard "RICS Valuation - Professional Standards" and in compliance with
applicable regulations and the recommendations provided by ESMA European Securities and Markets Authority.
The Company has adopted an internal procedure for the selection and appointment of independent experts as well
as for the valuation of investment properties. On the selection and appointment of the independent experts, the
procedure requires specific operational binding instructions to verify, through appropriate written statements or
05
SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31
ST
, 2021
218
acquiring specific certifications, the duration of the appointment (four-year and not renewable), the independence
and incompatibility requirements of experts.
The procedure also gives guidelines for the determination of the remuneration to the independent expert so as not
to undermine their independence. The remuneration provided for assessments as of December 31
st
, 2021 has been
preliminarily defined as a fixed amount based on the size of the individual investment property.
The process by which the Company determines the
fair value
of its real estate investments, however, falls within
the estimation processes, which implies the forecast of costs and revenues related to each investment and the
formulation of assumptions on variables of calculation models that depend on expectations the performance of real
estate and financial markets as well as the general economic conditions that affect rent levels and the reliability of
tenants, and that, in consideration of the uncertainty connected to the realization of any future event, are able to
determine variations, even significant and in the short term, the conclusions of the experts and therefore of the
results of the financial statements, albeit in constant evaluation models.
The evaluations are also analysed by the Company in order to verify the accuracy and consistency of the assumptions
used by the independent expert. As for the use of estimates regarding real estate investments, refer to paragraph 49
– Real estate investments.
Property, plant and equipment
Plant and equipment are stated as costs, net of accumulated depreciation and accumulated impairment losses, if any.
Such costs include replacing part of the plant and equipment and borrowing costs for long-term construction projects
if the recognition criteria are met. When significant parts of plant and equipment are required to be replaced at
intervals, the Company depreciates them separately based on their specific useful lives. Likewise, when a major
inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as are placement
if the recognition criteria is satisfied. All other repair and maintenance costs are recognised in profit or loss as
incurred.
Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, as follows:
Machinery and equipment
5 years
Plant and office properties
12 years
An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal
or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition
of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is
included in the statement of profit or loss when the asset is derecognised.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each
financial year end and adjusted prospectively, if appropriate.
ANNUAL REPORT 2021
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Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets
acquired in a business combination is their
fair value
at the date of acquisition. Following initial recognition,
intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses.
Internally generated intangibles, excluding capitalised development costs, are not capitalised and the related
expenditure is reflected in profit or loss in the period in which the expenditure is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite lives are amortised over the useful economic life (5 years) and assessed for impairment
whenever there is an indication that the intangible asset may be impaired. The amortisation period and the
amortisation method for an intangible asset with a finite useful life are reviewed at the end of each reporting period.
Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied
in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes
in accounting estimates.
An intangible asset is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future
economic benefits are expected from its use or disposal. Any gain or loss arising upon derecognition of the asset
(calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in
the statement of profit or loss.
Investments in associated and joint venture
In accordance with IFRS 10 will have control over a
subsidiary
if and only if, simultaneously:
§
it has the power over the subsidiary, qualified in possession of valid rights on its relevant activities, that is, those
activities that have a significant impact on its profitability;
§
it has the actual ability to exercise such power over the subsidiary to affect the profitability of the same;
§
the profitability (positive or negative) of its investment changes in relation to the entity's subsidiary profitability.
In accordance with IFRS 11, a
joint venture
is a company over which the Company exercises control in a share with
third parties.
Joint control
of a company is qualified as sharing, contractually agreed, the control thereof, and may
exist when the relevant decisions are made with the unanimous control of
joint ventures
.
In accordance with IAS 28, a related entity is a company in which the Company has significant influence, described
as the power to participate in financial and operating strategic decisions despite not having control.
Investments in subsidiaries, joint ventures and associates are initially recognised at the cost incurred for the
acquisition or establishment, represented by the fair value at the exchange date and all other charges.
Investments in subsidiaries to joint ventures and associates are reviewed annually, or more frequently if necessary,
to check for any impairment. Where there is evidence that these investments have suffered a loss in value, the
impairment is recognised in the income statement as depreciation. If the company's share of the losses of the
subsidiary exceeds the carrying value of the investment, and the company is obliged to or wishes to respond, we are
reduced to zero the value of the investment and the share of further losses is recognised as a provision. If,
subsequently the impairment is reversed or reduced, it is recognised in the income statement as a value restoration
of the cost limits.
Dividends paid by subsidiaries, joint ventures and associates are recognised in the income statement, while
respecting the principle of competence, at the time when the right to credit (generally coincides with the distribution
resolution adopted by the Shareholders’ Meeting of the subsidiaries).
05
SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31
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220
Cash and cash equivalents
Cash and cash equivalents include cash on hand and short-term deposits, in the latter case with a term of less than
three months. Cash and cash equivalents are stated at their nominal value and the spot rate at year-end, if in foreign
currency.
Net Equity
Capital stock
The capital stock represents the nominal value of payments and contributions made in this regard by shareholders.
Valuation reserve
When derivatives cover the risk of cash flow variations of covered instruments (cash flow hedge; es. hedging the
cash flow variation of assets/liabilities due to exchange rates movements), the changes in the fair value of the
derivatives considered effective are initially recognised in the valuation reserve, relating to the other components of
the overall profit and subsequently charged to the income statement in line with the economic effects produced by
the hedged transaction.
Cash dividend and Interim dividend
The Company recognises a liability to pay a dividend when the distribution is authorised, and the distribution is no
longer at the discretion of the Company. As for the corporate laws in Europe, a distribution is authorised when it is
approved by the shareholders. A corresponding amount is recognised directly in equity.
Severance pay
Severance pay fund (TFR) is considered as a defined benefit plan. The benefits promised to employees are
recognised monthly with the maturation and are paid upon termination of employment. The severance pay is accrued
based on the seniority reached at the end of each individual employee in accordance with the laws and labour
contracts in force at the reporting date. The provision reflects the liability towards employees, based on experience
and seniority wages paid, recalculated on the basis of its actuarial value. The adopted actuarial assessments are the
best estimates of the variables that determine the final cost of the subsequent performance at the end of the
employment relationship.
Provision for risks and charges
The provisions for risks and charges relate to costs and charges of a determined nature and of certain or probable
existence that at the end of the period are indeterminate in the amount or date of occurrence. Provisions are
recognized when: (i) it is probable the existence of a current obligation, legal or implicit, deriving from a past event;
(ii) it is probable that the fulfilment of the obligation will be onerous; (iii) the amount of the obligation can be
reliably estimated. The provisions are recognised at the representative value of the best estimate of the amount that
the Company would rationally pay to extinguish the obligation or to transfer it to third parties at the closing date of
the period. When the financial effect of time is significant and the payment dates of the obligations can be reliably
estimated, the provision is subject to discounting; the increase in the provision related to the passage of time is
charged to the income statement under "
financial charges
".
When the liability relates to tangible assets (for example, reclamation of areas), the provision is recognised as a
contra entry to the asset to which it refers; the allocation to the income statement takes place through the amortization
process. The provisions are periodically updated to reflect changes in cost estimates, implementation times and the
discount rate; the revisions of estimates of the funds are charged to the same income statement item that previously
accepted the provision or, when the liability relates to tangible assets (for example, reclamation of areas), as a contra
entry to the activity to which it refers.
ANNUAL REPORT 2021
221
The notes to the financial statements illustrate the potential liabilities represented by possible (but not probable)
obligations, deriving from events whose existence will be confirmed only in the absence of one or more conditions
not totally under the control of the Company. For more details, please refer to what is described in paragraph 39 –
General and administration expenses.
Financial instruments
Financial instruments are an incentive recognised by management in relation to their significant contribution in the
start-up and development of the Company. These financial instruments will give the right to the payment of a yield
linked to changes in the Issuer's Net Asset Value (NAV), to be executed also through the assignment of shares of
the Company itself. Financial instruments are initially recognized at
fair value
, recognizing the effects deriving
from the change in
fair value
in the period in which they occur in the income statement. The
fair value
at the closing
date of the period is determined through estimates made by management, also with the support of independent
experts. The process by which the Company determines the
fair value
of the instrument is part of the estimation
processes, which implies the forecast of cash flows based on variables that depend on expectations of the
performance of the real estate and financial markets as well as on general market conditions that are able to
determine variations, even significant and in the short term, on the conclusions of the experts and therefore of the
results of the financial statements.
Financial liabilities - Initial recognition and measurement
Financial liabilities are classified at initial recognition as financial liabilities at
fair value
through profit or loss,
loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge.
All financial liabilities are recognised initially at
fair value
and, in the case of loans and borrowings and payables,
net of directly attributable transaction costs.
The financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, and
derivative financial instruments.
Loans and borrowings
After initial recognition, loans and borrowings are subsequently measured at amortized cost using the EIR method.
Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the EIR
amortization process.
Amortized cost is calculated by considering any discount or premium on acquisition and fees or costs that are an
integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit or loss.
A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires. When
an existing financial liability is replaced by another from the same lender on substantially different terms, or the
terms of an existing liability are substantially modified, such an exchange or modification is treated as the
derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying
amounts is recognised in the statement of profit or loss.
IFRS 9 - Derivative financial instruments
The Company uses derivative financial instruments including
interest rate caps
and
interest rate swaps
to hedge
interest rate risks on loans. These derivative financial instruments are recognised at
fair value
in accordance with
IFRS 9 and are recognised as financial assets when the
fair value
is positive and as financial liabilities when the
fair
value
is negative.
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222
When initiating a hedging transaction, the Company formally designates and documents the hedging relationship,
to which it intends to apply hedge accounting, its risk management objectives and the strategy pursued.
This documentation includes the identification of the hedging instrument, the hedged item, the nature of the risk
and the manner in which the Company will assess whether the hedging relationship meets the requirements for
hedge effectiveness (including analysis of the sources of hedge ineffectiveness and how the hedging relationship is
determined). The hedging relationship meets the eligibility criteria for hedge accounting if it meets all the following
requirements for hedge effectiveness:
§
there is an economic relationship between the hedged item and the hedging instrument;
§
the effect of credit risk does not outweigh the changes in value resulting from the above economic relationship;
§
the hedging relationship is the same as that resulting from the quantity of the hedged item that the Company
hedges and the quantity of the hedging instrument that the Company uses to hedge that quantity.
With regard to the cash flow hedge transaction, the Company recognises the portion of profit or loss on the hedged
instrument relating to the effective portion of the hedge in the statement of other comprehensive income in the "cash
flow hedge" reserve, while the ineffective portion is recognised directly in the statement of profit/(loss) for the year.
The cash flow hedge reserve is adjusted to the lower of the cumulative gain or loss on the hedging instrument and
the cumulative change in the
fair value
of the hedged item.
Impairment
IFRS 9 requires the Company to record the expected credit losses on all items such as loans and trade receivables,
having as reference period of either 12 months or the entire contractual duration of the instrument (i.e., lifetime
expected loss). The Company applies the simplified approach and therefore records any expected losses on all trade
receivables based on their remaining contractual duration. The Company has assessed the impact of its receivables
in its portfolio, both of a commercial and financial nature, taking into account the characteristics of the receivables,
the counterparties and the collection times, even though not all receivables are guaranteed, and the effects deriving
from the application of the new criterion are not significant taking into account the risk profile of its customers.
Hedge Accounting
At present, the Company uses hedge accounting with reference to
interest cap rate
instruments underwritten.
Considering the provisions of the standard, the Company has established that all existing hedging relationships that
are currently designated as effective hedges continue to qualify for hedge accounting in accordance with IFRS 9.
However, the standard provides for the recognition of the effects deriving from the valuation of these instruments,
including the portion of the extrinsic value, in the item "other reserves" of shareholders' equity.
Recording of revenues, income and expenses in the income statement
Revenues
Revenue is recognised to the extent in which it is likely that economic benefits will be obtained by the Company
and the revenue can be measured reliably, regardless of the date of collection. Revenues are measured at the
fair
value
of the consideration to which the entity believes it is entitled in exchange for the transfer of goods or services
to the customer, taking into account the agreed contractual terms and the commitments made.
The following specific recognition criteria of revenues must always be considered before recognition in the income
statement:
§
rental income
: rental income from the investment property owned by the Company is recognised
on a
straight-line basis
, in accordance with the international accounting standard IFRS 16 (paragraph 81),
representative criterion of temporal competence, conforming the maturity lease agreements;
§
income from real estate disposals
: income from the real estate disposals are recognized in the income
statement when the contractual
obligation performance
is effectively executed and then transferred to the
ANNUAL REPORT 2021
223
buyer of all the significant risks and rewards associated with ownership, which is normally transferred on
the date of signing the deed notarial, when the transaction price is generally also settled.
IFRS 15 Revenues from contracts with customers
IFRS 15 applies to all revenues from contracts with customers, unless these contracts fall within the scope of other
standards such as lease contracts, for which the reference standard is IFRS 16. The standard introduces a five-step
model that applies to revenues from contracts with customers. IFRS 15 requires the recognition of revenue at an
amount that reflects the consideration to which the entity believes it is entitled in exchange for the transfer of goods
or services to the customer.
The standard involves the exercise of an opinion by the Company, which considers all relevant facts and
circumstances in the application of each phase of the model to contracts with its customers. The standard also
specifies the accounting for incremental costs linked to obtaining a contract and costs directly linked to the
completion of a contract.
The Company has applied the standard using the full retrospective application method. However, since the group's
revenues are mainly from leases, the adoption has no effect on the consolidated financial statements.
Leases
The Company is characterised by investments in high-quality real estate portfolios, mainly concentrated in leading
Italian cities, with high-profile tenants and long-term lease contracts, including adequate safeguard clauses as well
as clauses providing for ordinary and extraordinary maintenance expenses and works to be borne by the tenant. At
present, lease revenues from owned investment property are accounted for based on IFRS 16 (paragraph 81), which
represents the accrual method, based on existing lease contracts.
Considering the current contractual framework and the sector practices adopted also by the main competitors, it can
be concluded that the adoption of IFRS 15 has not had an impact on the Company's results with reference to property
leases.
Real estate disposals
With reference to real estate sales, it should be noted that these take place through the signing of a notarial deed,
during which the actual contractual obligations and the real availability of the asset by the notary are verified. In
particular, these transactions provide for (i) the transfer of the asset by the seller, (ii) the settlement of the
consideration by the buyer at the deed without further delay and/or commitments for the seller, and (iii), if necessary,
the payment of deposits or advances at the same time as the signing of the preliminary sale contracts, the latter case
taking into account the short time lapse between the preliminary and deed (generally less than one year) does not
provide for the inclusion in the price of significant implicit financial components.
IFRS 16 – Leases
This standard defines the criteria for the recognition, measurement, presentation and disclosure of leases and
requires lessees to account for all leasing contracts in the financial statements on the basis of a single model similar
to that used to account for financial leases in accordance with the previous IAS 17. The standard provides for two
exemptions for the recognition by lessees - leasing contracts relating to "low value" assets (for example personal
computers) and short-term leasing contracts (for example expiring within 12 months or less). At the start date of the
leasing contract, the lessee recognizes a liability for the lease payments (i.e., the lease liability) and an asset
representing the right to use the underlying asset for the duration of the contract (i.e., right to use the activity). The
lessees must separately account for the interest expenses on the lease liability and the amortization of the right to
use the asset. Lessees must also remeasure the lease liability upon the occurrence of certain events (for example: a
change in the terms of the lease agreement, a change in future lease payments resulting from a change in an index
05
SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31
ST
, 2021
224
or rate used to determine those payments). The lessee generally recognizes the amount of the lease liability as an
adjustment to the right of use of the asset.
Lessors classify all leases by distinguishing two types: operating leases and financial leases, providing adequate
information in the financial statements.
It should be noted that as of today the Company has leasing agreements for IT equipment, which do not fall within
the scope of the standard, and a rental agreement for the registered office.
On July 21
st
, 2017, COIMA RES signed a rental contract for the new registered office in Milan, in Piazza Gae
Aulenti 12. The agreement provides for a duration of six years renewable twice with an annual fee of approximately
Euro 94 thousand. In consideration of the fact that COIMA RES has invested a significant amount for the preparation
of the new headquarters, it is appropriate to consider the duration of the lease as twelve years.
Costs
The costs and other operating expenses are recognised as components of the fiscal year result when incurred on a
temporal competence basis, and when such cannot be recognised as assets in the balance sheet.
Financial income and expenses
Financial income and expenses are recognised on an accrual basis according to the interest accrued on the net value
of the related financial assets and liabilities using the effective interest method.
Borrowing costs directly attributable to the acquisition and construction of investment property are capitalised in
the carrying amount of the pertinent property. Capitalisation of interest is carried out on condition that the increase
in the carrying value of the asset does not ascribe to the same value higher than its
fair value.
Taxes
Current taxes
Current income taxes are calculated based on estimated taxable income. Liabilities for current taxes are recognised
in the balance sheet net of any advance taxation.
Tax payables and receivables for current taxes are measured at the amount expected to be paid /received to/from
the tax authorities based on the nominal tax rates in effect at the balance sheet date. except for those directly recorded
in shareholders' equity, in that such relate to adjustment of assets and liabilities recognised directly to equity. Other
non-income taxes, such as taxes on property and capital, are included in the operating costs.
The Company is under the SIIQ tax regime. SIIQs are subject to neither corporate income tax (“IRES”) nor regional
tax on productive activities (“IRAP”) on the business income deriving from letting real property and on other real
estate related items of income. On the other hand, the earnings and profits corresponding to the exempt income are
subject to taxation in the hands of the shareholders upon distribution.
Taxes are therefore calculated on the income produced by the non-exempt income.
Deferred taxes
Pre-paid tax is recognised using the liability method on temporary differences.
It is calculated on the temporary differences between the carrying amounts of assets and liabilities recorded in the
ANNUAL REPORT 2021
225
balance sheet and their tax value. The deferred tax assets on tax losses carried forward and on deductible temporary
differences are recognised to the extent in which it is likely that future taxable profit will be available against which
such can be recovered, considering the SIIQ status.
The tax assets and liabilities are measured using the tax rates expected to be applicable during the years when
temporary differences will be reversed. Deferred tax assets and deferred tax liabilities are classified as non-current
assets and liabilities.
The assets and current and deferred tax liabilities are offset when the income taxes are levied by the same taxation
authority, when there is a legally enforceable right to offset, and when the expected repayment time is the same.
Earnings Per Share
Earnings Per Share - basic
Basic earnings per ordinary share is calculated by dividing the profit for the period attributable to ordinary shares
and the weighted average number of ordinary shares outstanding during the year.
Earnings Per Share - diluted
Basic earnings per ordinary share diluted is calculated by dividing the profit for the period attributable to ordinary
shares and the weighted average number of ordinary shares outstanding during the period, plus the weighted average
number of ordinary shares that would be issued upon conversion into ordinary shares of all potential ordinary shares
with dilution effects.
Use of estimates
The preparation of the financial statements and related notes in application of the IFRS requires that the management
make estimates and assumptions that have an effect on the values of revenues, costs, assets, and liabilities in the
financial statements and on the related disclosure to potential assets and liabilities at the date of the financial
statements.
Actual results could differ from these estimates due to the uncertainty surrounding the assumptions and conditions
on which the estimates are based. Therefore, changes in the conditions underlying the opinions, assumptions and
estimates adopted may have a significant impact on future results.
Estimates are used to determine the
fair value
of investment properties, of financial instruments, derivatives and
taxes.
Estimates and assumptions are reviewed periodically by management and, when deemed necessary, are seconded
by opinions and studies of independent external consultants of leading standing (for example, real estate appraisals),
and the effects of any changes are reflected in the income statement.
The following are the most significant estimates related to the preparation of financial statements and annual
accounting reports in that they entail many subjective opinions, assumptions and estimates:
investment property
: is initially recognised at cost including incidental expenses and acquisition, consistent with
IAS 40, and subsequently measured at
fair value,
recognising in the income statement the effects of changes in
fair value
of investment property in the year such occur. The
fair value
at the closing date of the period is
determined by valuation of the real estate assets performed by independent experts; this valuation is subject to
hypotheses, assumptions and estimates, for this reason the valuation made by different experts might not result
in an identical opinion, furthermore, as reported in the directors' report, it is subject to uncertainties related to
the current emergency situation;
§
financial instrument
: financial instruments are initially valued at
fair value
, recording the effects deriving from
the change in
fair value
in the period in which they occur in the income statement. The
fair value
is determined
through estimates made by management, also through the support of independent experts; this valuation is
05
SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31
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226
subject to estimation processes, which implies the forecast of cash flows based on variables that depend on
expectations of the performance of the real estate and financial markets as well as the general market conditions;
§
derivative financial instruments
:
derivative financial instruments are measured at
fair value
, recognizing the
effects deriving from the change in
fair value
in the period in which they occur. The
fair value
is determined
through estimates made by management based on market prices at the reference date;
taxes
: income taxes, related to the non-exempt income, are estimated based on the prediction of the actual
amount that will be paid to the Inland Revenue Office based on the income tax declaration; recognition of
deferred tax assets is based on expectations of taxable income in future years, and pre-paid and deferred taxes
are determined at the tax rates expected to be applied during the years in which temporary differences will be
produced or reversed.
ANNUAL REPORT 2021
227
New accounting standards, interpretations and amendments adopted by the Company
The accounting principles adopted for the preparation of the condensed interim consolidated financial statements
are consistent with those used for the preparation of the consolidated financial statements as of December 31
st
, 2020,
except for the adoption of the new principles and amendments in force since January 1
st
, 2021. The Company has
not adopted in advance any new standards, interpretations or amendments issued but not yet in force.
Several other amendments and interpretations apply for the first time in 2021 but have no impact on the Company's
financial statements.
Interest Rate Benchmark Reform – Phase 2: Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and
IFRS 16
The amendments provide temporary reliefs which address the financial reporting effects when an interbank
offered rate (IBOR) is replaced with an alternative nearly risk-free interest rate (RFR). The amendments include the
following practical expedients:
§
a practical expedient to require contractual changes, or changes to cash flows that are directly required by
the reform, to be treated as changes to a floating interest rate, equivalent to a movement in a market rate of
interest;
§
permit changes required by IBOR reform to be made to hedge designations and hedge documentation
without the hedging relationship being discontinued;
§
provide temporary relief to entities from having to meet the separately identifiable requirement when an
RFR instrument is designated as a hedge of a risk component.
These amendments had no impact on the consolidated financial statements of the Group. The Group intends
to use the practical expedients in future periods if they become applicable.
Covid-19-Related Rent Concessions beyond 30 June 2021 Amendments to IFRS 16
On May 28
th
, 2020, the IASB published an amendment to IFRS 16, which allows a lessee not to apply the
requirements in IFRS 16 on the accounting effects of contractual amendments for reductions in lease payments
granted by lessors that are a direct consequence of Covid-19 epidemic.
The change introduces a practical expedient whereby a tenant may choose not to assess whether the reduction in
rent represent contractual changes. A lessee who chooses to use this expedient accounts for these reductions as if
they were not contractual amendments in the scope of IFRS 16.
From the point of view of the lessor, the accounting relating to the concessions on leases is based on existing
guidelines, in fact the amendments to IFRS 16 are applicable only to the tenants. However, the IASB has provided
some clarifications on how to manage these cases from the point of view of the lessors.
The IASB has decided not to provide lessors with practical solutions for lease concessions that occur as a direct
consequence of the Covid-19 pandemic for the following reasons:
§
IFRS 16 does not specify how the lessor must account for a change in lease payments that is not a
contractual amendment; and
§
any practical expedient would negatively affect the comparability and interaction between the accounting
requirements in IFRS 16 and the related requirements in the other standards (in particular, IFRS 9 Financial
instruments and IFRS 15 Revenue from contracts with customers).
These amendments, originally applicable until June 30
th
, 2021, were extended by the IASB until June 30
st
, 2022 due
to the protracted impacts associated with the Covid-19 pandemic.
05
SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31
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228
During the year, the Company did not receive requests for deferred payment or concessions on lease payments
relating to Covid-19 but plans to apply the practical expedients described should the case occur within the permitted
application period.
Standards issued but not yet effective
The new and amended standards and interpretations that are issued, but not yet effective, up to the date of
issuance of the Group’s financial statements are disclosed below. The Company intends to adopt these new and
amended standards and interpretations, if applicable, when they become effective.
Amendments to IAS 1: Classification of Liabilities as Current or Non-current
In January 2020, the IASB issued amendments to paragraphs 69 to 76 of IAS 1 to specify the requirements for
classifying liabilities as current or non-current. The amendments clarify: a) what is meant by a right to defer
settlement; b) that a right to defer must exist at the end of the reporting period; c) that classification is unaffected
by the likelihood that an entity will exercise its deferral right; d) that only if an embedded derivative in a convertible
liability is itself an equity instrument would the terms of a liability not impact its classification. The amendments
are effective for annual reporting periods beginning on or after January 1
st
, 2023 and must be applied retrospectively.
Onerous Contracts – Costs of Fulfilling a Contract – Amendments to IAS 37
In May 2020, the IASB issued amendments to IAS 37 to specify which costs an entity needs to include when
assessing whether a contract is onerous or loss-making. The amendments apply a “
directly related cost approach
”.
The costs that relate directly to a contract to provide goods or services include both incremental costs and an
allocation of costs directly related to contract activities. General and administrative costs do not relate directly to a
contract and are excluded unless they are explicitly chargeable to the counterparty under the contract. The
amendments are effective for annual reporting periods beginning on or after January 1
st
, 2022. The Company will
apply these amendments to contracts for which it has not yet fulfilled all its obligations at the beginning of the
annual reporting period in which it first applies the amendments.
Definition of Accounting Estimates - Amendments to IAS 8
In February 2021, the IASB issued amendments to IAS 8, in which it introduces a definition of ‘accounting
estimates’. The amendments clarify the distinction between changes in accounting estimates and changes in
accounting policies and the correction of errors. Also, they clarify how entities use measurement techniques and
inputs to develop accounting estimates. The amendments are effective for annual reporting periods beginning on or
after January 1
st
, 2023 and apply to changes in accounting policies and changes in accounting estimates that occur
on or after the start of that period. Earlier application is permitted as long as this fact is disclosed. The amendments
are not expected to have a material impact on the Company.
Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS Practice Statement 2
In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statement 2 Making Materiality
Judgements, in which it provides guidance and examples to help entities apply materiality judgements to accounting
policy disclosures. The amendments aim to help entities provide accounting policy disclosures that are more useful
by replacing the requirement for entities to disclose their ‘significant’ accounting policies with a requirement to
disclose their ‘material’ accounting policies and adding guidance on how entities apply the concept of materiality
in making decisions about accounting policy disclosures; in addition, guidance is added on how entities apply the
concept of materiality in making decisions about disclosure of accounting policies. The amendments to IAS 1 are
applicable for annual periods beginning on or after January 1
st
, 2023, with earlier application permitted. Since the
amendments to the Practice Statement 2 provide non-mandatory guidance on the application of the definition of
material to accounting policy information, an effective date for these amendments is not necessary.
ANNUAL REPORT 2021
229
36. Operating segment
The breakdown by operating segment and geographical area is not shown because as of December 31
st
, 2021, the
Company owns investment properties located in Milan and lease for office use.
37. Rents
(in thousands Euro)
December 31
st
, 2021
December 31
st
, 2020
Monte Rosa
2,070
3,711
Tocqueville
3,398
2,857
Pavilion
3,272
3,266
Rents
8,740
9,834
Monte Rosa shows a decrease of Euro 1,641 thousand, attributable to the release of the spaces of the tenant
PricewaterhouseCoopers in the first quarter of 2021.
The increase of Tocqueville rents, amounting to Euro 541 thousand, refers to the amendment of the lease agreement
with Sisal, the main tenant of the property, which postpones the expiration date of the contract to March 31
st
, 2022,
with an increase of the gross rent from 2022
.
38. Net real estate operating expenses
The net real estate operating expenses amount to Euro 1,339 thousand and are detailed as follows:
(in thousands Euro)
Monte Rosa
Tocqueville
Pavilion
December 31
st
,
2021
December 31
st
,
2020
Recovery of costs from tenants
381
295
213
889
1,476
Property management fee
(27)
(45)
(35)
(107)
(148)
Maintenance and service charges
(361)
(101)
(178)
(640)
(882)
Utilities
(195)
(183)
-
(378)
(434)
Insurance
(37)
(22)
(20)
(79)
(64)
Property taxes
(483)
(270)
(98)
(851)
(851)
Stamp duties
(28)
(35)
(35)
(98)
(95)
Other real estate costs
(74)
(1)
-
(75)
(84)
Net real estate expenses
(824)
(362)
(153)
(1,339)
(1,082)
These costs, net of the recovery of expenses from tenants, show an increase of Euro 257 thousand attributable mainly
to the spaces not rented in the Monte Rosa building following the release of the spaces by PriceWaterhouseCoopers,
the costs of which shall be borne by the Company.
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230
39. General and administration expenses
The table below shows the general and administration expenses as of December 31
st
, 2021, compared to the previous
year.
(in thousand Euro)
December 31
st
, 2021
December 31
st
, 2020
Asset management fees
(781)
(850)
Personnel costs
(1.694)
(1,737)
Consulting
(419)
(481)
Control functions
(332)
(338)
Audit
(207)
(204)
Marketing
(280)
(269)
IT service
(192)
(183)
Independent appraisers
(32)
(28)
Other operating expenses
(301)
(312)
G&A expenses
(4,238)
(4,402)
These items include the costs relating to the Company's normal operations, including personnel costs, governance
costs, fees of the independent auditors and external consultants, marketing and IT assistance expenses.
On 2020, the Chief Executive Officer, in order to help limit the Company's internal costs in light of the current
market capitalisation, in line with the interests of COIMA RES shareholders, has confirmed his waiver of the
redetermination of the fixed emolument and the payment of variable compensation from January 1
st
, 2020 until
January 1
st
, 2025. This waiver can be revoked only if one of the following conditions is met:
§
the existing Asset Management Agreement is modified and / or terminated for any reason; and / or
§
Manfredi Catella does stop holding the office of Chief Executive Officer (even in the event of death); and
/ or
§
the majority of the directors of the Company are not designated by Manfredi Catella as envisaged by the
Shareholders Agreement currently in force.
As of today, none of the conditions have failed and it is considered unlikely that even one of them may occur within
the approval of the financial statements as of December 31
st
, 2021.
The CEO has reserved the right to terminate the suspension of the recalculation of the annual fixed remuneration
and variable remuneration if the market capitalization of COIMA RES reaches a level higher than that recorded at
the IPO (i.e., Euro 360 million); only from the occurrence of this event will the relative emolument be determined,
without impacting the previous periods.
In consideration of what is reported in the previous lines, the waiver of emoluments referred to previous years (from
2017 to 2019), as by the terms and conditions of Manfredi Catella’s communication on February 19
th
, 2019, is
confirmed.
The current best estimate of this contingent liability as of December 31
st
, 2021, considering what expressed above,
is approximately Euro 5.4 million (Euro 4.2 million as of December 31
st
, 2020).
It should be noted that regarding the death option, considering the existing agreement with the Chief Executive
Officer and the reports described above, the Company made a provision of approximately Euro 465 thousand (Euro
391 thousand as of December 31
st
, 2020) based on the mortality tables prepared by ISTAT, according to IAS 19
provisions.
ANNUAL REPORT 2021
231
The existing agreement with the Chief Executive Officer also provides that, in the event of Manfredi Catella's
termination from the position held in the Company for one of the reasons provided for by the agreement in force
and described in the Remuneration Report ("
Good Leaver
"), the Company is obliged to pay Manfredi Catella by
way of compensation for the damage or, in any case, by way of compensation for the termination of the
administration relationship, the greater amount between: (a) Euro 5 million and, (b) three times the total annual
remuneration (fixed and variable amount). As of today, the Company considers the possibility of one of the
Good
Leaver
hypotheses envisaged in the existing agreement as remote. The best current estimate as of December 31
st
,
2021, amounts to Euro 5.1 million (Euro 5.1 million as of December 31
st
, 2020).
40.
Other operating expenses
Other operating expenses amounts to Euro 199 thousand (Euro 42 thousand as of December 31
st
, 2020) mainly
include it mainly includes contingent liabilities (Euro 175 thousand), corporate taxes and duties (Euro 5 thousand)
and other operating charges (Euro 19 thousand). The amount also includes the change in
fair value
of the financial
instrument granted to the directors and key managers of the Company, showing an increase of Euro 11 thousand
compared to December 31
st
, 2020.
For more details on the parameters used by the independent expert for calculating the value of the financial
instrument, see paragraph 60 - Trade and other non-current liabilities.
41. Net depreciations
(in thousands Euro)
December 31
st
, 2021
December 31
st
, 2020
Amortisations and write-downs of other tangible and intangible assets
(192)
(162)
Allowance for doubtful accounts
85
(129)
Depreciations of COIMA CORE FUND IV
(23,165)
(17,587)
Depreciations of COIMA CORE FUND VIII
(778)
(77)
Net depreciations
(24,050)
(17,955)
The amount of Euro 24,050 thousand, mainly refers to the value adjustment of the subsidiaries COIMA CORE
FUND IV. This change was made on the
impairment test
carried out on December 31
st
, 2021, taking into
consideration future cash flows and earnings recorded in previous financial years.
The analysis was carried out by comparing the fund's net assets as of December 31
st
, 2021, calculated in accordance
with international accounting standards (including unrealized capital gains), with the book value of the investment.
The principal assets of COIMA CORE FUND IV are the Deutsche Bank branches portfolio, which were valued at
fair value
on the evaluation report issued by the independent expert Duff & Phelps REAG, and by cash. The fund's
liabilities consist of short-term trade payables. The
fair value
of the Fund's net assets as of December 31
st
, 2021
calculated in accordance with international accounting standards, was therefore amounting to Euro 58,860 thousand,
while the book value of the investment was Euro 82,025 thousand. The comparison of these two values caused an
adjustment of Euro 23,165 thousand.
This reduction is essentially due to the fair value adjustment of the properties in the portfolio.
The depreciation of COIMA CORE FUND VIII, amounting to Euro 778 thousand, was calculated with the same
methodology as described above. The decrease is mainly due to the adjustment at
fair value
of Vodafone property
and to the distribution of profits to the parent company, offset with the profit recorded during the year.
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SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31
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232
42. Net movement in fair value
Net movement at
fair value
of real estate shows a positive value of Euro 2,909 thousand (compared to a negative
amount of Euro 1,203 thousand during the previous year) and it refers to the change in value of real estate
investments, recorded on the basis of the appraisals prepared by the independent expert CBRE. As regards the
parameters used in the valuations, please refer to paragraph 46 – Real estate investments.
43. Income from investments
(in thousands Euro)
December 31
st
, 2021
December 31
st
, 2020
Income from COIMA CORE FUND IV
-
366
Income from COIMA CORE FUND VI
5,758
4,654
Income from COIMA CORE FUND VIII
2,600
1,838
Dividends from COIMA RES SIINQ I
48
2,642
Redemption of COIMA CORE FUND IV units
13,200
17,687
Redemption of COIMA CORE FUND VIII units
500
1,750
Income from investments
22,106
28,937
Income from investments amount to Euro 22,106 thousand and refers to income distributed by the Company's
subsidiaries and to the reimbursements of units made during 2021.
44. Financial income and expenses
Financial income, amounting to Euro 67 thousand (Euro 1 thousand as of December 31
st
, 2020) mainly refers to
interest income on equity financing concluded on September 29
th
, 2021, with subsidiary COIMA RES S.p.A. SIINQ
I.
Financial expenses, amounting to Euro 2,907 thousand (Euro 3,154 thousand as of December 31
st
, 2020), mainly
include interest expense accrued on existing loans, cash flow of derivatives
Interest Rate Swap
and the effect of the
fair value
adjustment of derivative
Interest Rate Cap
. The item also includes non-monetary costs, amounting to
Euro 554 thousand, related to the recognition of loans at their nominal value following the reimbursement made in
January 2022.
45. Income tax
In accordance with the provisions of the SIIQ regulations, the Company calculates income taxes deriving from
activities other than exempt operations, using the 24% tax rate.
As of December 31
st
, 2021, non-exempt management produced low taxable income.
ANNUAL REPORT 2021
233
46. Real estate investments
The changes in real estate investments during 2021 are listed below.
(in thousands Euro)
December 31
st
, 2020
Capex
Revaluations
(write-downs)
December 31
st
, 2021
Monte Rosa
60,600
1,771
229
62,600
Tocqueville
59,500
605
1,395
61,500
Pavilion
72,700
15
1,285
74,000
Real estate investments
192,800
2,391
2,909
198,100
The value adjustment of properties refers to appraisals prepared by the independent real estate expert in accordance
with the RICS Valuation - Professional Standards and in accordance with applicable law and the recommendations
of the ESMA European Securities and Markets Authority.
The main parameters used for the evaluation of the investment are shown below.
Independent
expert
Property
Discount rate
Conversion rate
Cap out rate
Inflation rate
Years of plan
CBRE Valuation
Monte Rosa
5.40%
7.30%
4.20%
1Y 1.26%
2Y 1.26%
+3Y 1.26%
7.8
Tocqueville
5.50%
7.40%
3.40%
1Y 1.26%
2Y 1.26%
+3Y 1.26%
8.3
Pavilion
4.50%
7.00%
3.40%
1Y 1.26%
2Y 1.26%
+3Y 1.26%
14.1
The increase in value of the Monte Rosa property is mainly due to the capex carried out in the 2021 financial year.
It should be noted that the independent expert in his evaluation and in the definition of the parameters relating to
his hires has considered the new restructuring project of the asset.
The positive movement in fair value of the Tocqueville property, equal to Euro 1,395 thousand, was determined by
the independent expert considering the period of income guaranteed by the lease contracts in force on the valuation
date, as well as the timing to return the property to generate income and the subsequent remittance of the property
at market rent in line with those in place in area of Porta Nuova. The change is mainly due to the improvement in
the existing contractual conditions, the improvement in the inflation curve during the 2021, and the change in the
rates used by the independent expert, in line with the findings in the reference market in 2021.
The increase of the Pavilion property of Euro 1,285 thousand is mainly linked to the improvement of the inflation
curve in the course of 2021 and the change in the rates used by the independent expert, in line with the findings in
the reference market in 2021.
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SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31
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234
The following table shows the market values of investment property as of December 31
st
, 2021, gross and net of
transaction costs respectively:
Independent expert
Investments
Gross market value at
December 31
st
,
2021
Net market value at
December 31
st
,
2021
CBRE Valuation
Monte Rosa
64,791
62,600
Tocqueville
63,653
61,500
Pavilion
76,590
74,000
For more information on the valuation models used by independent experts, the related parameters and the
sensitivity on the value of the real estate portfolio, please refer to the description of the consolidated financial
statement, note 33 - Information on fair value.
47. Other tangible and intangible assets
Other tangible assets, amounting to Euro 852 thousand (Euro 951 thousand as of December 31
st
, 2020), mainly
include the
right of use
the spaces used by the Company for office use (so-called
right of use
), the furniture and
furnishings relating to the Company's registered office.
The movements in other tangible assets as of December 31
st
, 2021, are shown below:
(in thousands Euro)
December 31
st
, 2020
Increases/(decreases)
December 31
st
, 2021
Furniture and fixtures
71
-
71
Installations
284
-
284
Other tangible assets
7
-
7
Rights of use
853
15
868
Original costs
1,215
15
1.230
Furniture and fixtures
(20)
(6)
(26)
Installations
(77)
(23)
(100)
Other tangible assets
(5)
(1)
(6)
Rights of use
(162)
(84)
(246)
Depreciation fund
(264)
(114)
(378)
Net book value
951
(99)
852
As of today, the Company has a lease agreement in place for the registered office in Piazza Gae Aulenti n.12, whose
right of use as of December 31
st
, 2021, amounts to Euro 622 thousand, net of amortizations.
Intangible assets, amounting to Euro 296 thousand (Euro 256 thousand as of December 31
st
, 2020), refer to
(administrative and accounting) software in implementation. The increased by Euro 40 thousand compared to last
year due to the development of implementation activities carried out during the period.
ANNUAL REPORT 2021
235
48. Investments in subsidiaries
The table below shows the movements in subsidiaries as of December 31
st
, 2021.
(in thousands Euro)
December 31
st
, 2020
Revaluations / (write-
downs)
December 31
st
, 2021
COIMA CORE FUND IV
82,025
(23,165)
58,860
COIMA CORE FUND VI
114,622
-
114,622
COIMA RES SIINQ I
27,750
-
27,750
COIMA CORE FUND VIII
43,389
(778)
42,611
Investments in subsidiaries
267,786
(23,943)
243,843
The write downs, amounting to Euro 23,943 thousand, are due to the
impairment
test
carried out in order to align
the book value of the equity investments with the share of shareholders' equity of the entities at the same date. For
further details related to COIMA CORE FUND IV write-down, please refer to paragraph 41 - Net depreciations.
The following are the main data relating to subsidiaries, calculated in accordance with the IAS / IFRS international
accounting standards:
(in thousands Euro)
% Owned
Capital stock as of
December 31
st
,
2021
Total asset as of
December 31
st
, 2021
Shareholders ‘equity
as of December 31
st
,
2021
(*)
COIMA CORE FUND IV
100.0%
67,258
58,987
58,860
COIMA CORE FUND VI
88.2%
115,777
206,810
153,302
COIMA RES SIINQ I
100.0%
250
44,358
28,069
COIMA CORE FUND VIII
50.0%
81,000
214,819
85,221
*
The amounts include 2021 results and unrealised capital gains.
49. Investments in associated companies
Investments in related companies include investments in the Porta Nuova Bonnet Fund for Euro 27,429 thousand
and investments in Infrastrutture Garibaldi Repubblica and Porta Nuova Garibaldi Consortia for Euro 1 thousand.
50. Financial receivables
Non-current financial receivables, equal to Euro 16,720 thousand (Euro 1,190 thousand as of December 2020) refer
to shareholder financing granted to COIMA RES SIINQ I in order to repay the bank borrowing originally due from
the subsidiary (Euro 16,000 thousand) and receivables to COIMA CORE FUND VIII (Euro 720 thousand) relating
to the transfer of financial costs incurred in 2019 under the Vodafone refinancing operation.
On September 30
th
, 2021, COIMA RES granted to the subsidiary COIMA RES SIINQ I a shareholder loan of Euro
16,000 thousand, aimed at the repayment of the financing of the Deruta property, due on September 29
th
2026
(renewable annually) and a minimum variable margin of Euro 160 bps on an annual basis.
Current financial receivables, amounting to Euro 557 thousand (Euro 491 thousand at December 31
st
, 2020), include
short-term receivables from COIMA CORE FUND VIII relating to the transaction described in the previous
paragraph (Euro 491 thousand) and interest income towards COIMA RES SIINQ accrued in the fourth quarter (Euro
66 thousand).
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236
The remaining claim to COIMA CORE FUND VIII outstanding at December 31
st
, 2021 will be collected in half-
yearly instalments by December 31
st
, 2023.
51. Derivatives
Derivatives, amounting to Euro 15 thousand (Euro 6 thousand as of December 31
st
, 2020), relates to the four
Interest
Rate Cap
derivative agreements entered into to hedge the cash flows relating to the mortgage financing of the
Deutsche Bank branch portfolio.
The increase of Euro 9 thousand compared to December 31
st
, 2020, is mainly due to the change in fair value of
residual derivative contracts.
In accordance with IFRS 9, the
fair value
of derivatives has been separated into two components: the intrinsic value
(
intrinsic value
), equal to the actual value of the derivative in the case of immediate exercise, and the time value
(
time value
), i.e., how much a buyer would be willing to pay over the intrinsic value. The Company booked the
change in
fair value
relating to the time effect of the derivatives to equity, amounting to Euro 117 thousand (net of
the deferral with effect on the income statement, amounting to Euro 108 thousand) and to cash flow hedge reserve
their intrinsic component, which at the closure date of the fiscal year has a null amount.
The hedging strategy adopted by the Company is to set an upper limit to the cost of financing, for the part covered.
The Company has accounted for hedging transactions based on
hedging accounting
, verifying their effectiveness.
In order to test the effectiveness of existing derivatives, the
hedged item
was identified, at the start date of the hedge,
with a hypothetical derivative ("
hypothetical derivative
"). This derivative must perfectly cover the risks caused by
the exposure both in terms of the underlying and in contractual terms (notional, indexing, etc.). Finally, the
hypothetical stipulation must take place at market conditions on the date the hedging relationship was established.
The changes in
fair value
have been recognized in the valuation reserve, net of what is recorded in the income
statement in the event of ineffectiveness
The
fair value
measurements of the derivatives also took account of any adjustments to be made as a result of the
deterioration of one of the banking counterparties or of the Company itself, also taking account of any guarantees
given by the Company to the Banks.
52. Trade and other current receivables
The breakdown of trade and other current receivables as of December 31
st
, 2021 are given below:
(in thousands Euro)
December 31
st
, 2021
December 31
st
, 2020
Receivables from tenants
3,126
4,046
Receivables from subsidiaries
3,968
4,467
Trade receivables
7,094
8,513
Tax receivables
136
19
Prepayments and accrued income
206
256
Other current activities
2,160
728
Other current receivables
2,502
1,003
Trade and other current receivables
9,596
9,516
Receivables from tenants decreased by Euro 920 thousand mainly due to lower advance invoicing in December
2021 compared to December 2020.
ANNUAL REPORT 2021
237
The remaining part of the receivables from tenants is mainly referred to the effects of the normalisation of rents
(recorded in accordance with IFRS 16) for Euro 2,056 thousand, credit notes to be issued for Euro 139 thousand
and receivables for Euro 1,209 thousand, of which Euro 1,075 thousand collected in January 2022. Outstanding
receivables shall be disclosed net of any write-downs relating to bad debts or receipts that are considered
unrealizable.
Receivables from subsidiaries include receivables for proceeds resolved by COIMA CORE FUND VI for Euro
3,967 thousand, collected in January 2022.
Tax receivables shows an increase of Euro 117 thousand compared to the previous year due to the advance payment
of VAT paid in December for the year 2022.
Accrued income and prepaid expenses mainly include registration taxes, insurance and other costs already incurred
for the following year.
The other different activities mainly include the costs incurred by the Company in December 2021, as part of the
signing of the new financing agreement, amounting to Euro 1,781 thousand.
53. Cash and cash equivalents
Cash and cash equivalents, amounting to Euro 7,776 thousand, are held at the following institutions:
(in thousands Euro)
December 31
st
, 2021
December 31
st
, 2020
Banco BPM
1,058
1,285
Unicredit
1,790
1,586
Intesa San Paolo
1,260
1,593
Banca Passadore
3,667
3,565
UBI
-
2,619
Cash
1
0
Cash and cash equivalents
7,776
10,648
At Banco BPM and Banca Passadore the Company holds its liquidity available for ordinary management.
The amounts deposited with UniCredit and Intesa Sanpaolo include five current accounts and two unpledged
accounts called
distribution accounts
, opened as a result of the stipulation of the loan agreements which will be
discussed below. The unpaid accounts include the amounts that are available to the Company following the quarterly
review of the financial
covenants
.
54. Shareholders’ equity
Shareholders' equity as of December 31
st
, 2021, amounted to Euro 393,860 thousand (Euro 402,769 thousand as of
December 31
st
, 2020) and is composed as shown in the table in the financial statements.
The share capital consists of 36,106,558 ordinary shares with no par value.
The legal reserve represents the portion of profits which, in accordance with Article 2430 of the Italian Civil Code,
cannot be distributed as a dividend.
05
SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31
ST
, 2021
238
The valuation reserve, negative for an amount of Euro 736 thousand (a negative amount of Euro 1,428 thousand as
of December 31
st
, 2020), relates to the change in the
fair value
of derivative agreements entered into to hedge the
cash flows of the existing loan.
The interim dividend of Euro 3,611 thousand refers to the 2021 interim dividend of Euro 0.10 for each share in
circulation on the ex-coupon date, approved on November 5
th
, 2021 by the Board of Directors pursuant to Article
2433-bis, paragraph 5, of the Italian Civil Code and paid on November 17
th
, 2021 with the ex-coupon date set for
November 15
th
, 2021.
The table below shows the availability and distribution of the equity reserves as of December 31
st
, 2021:
(in thousands Euro)
Amount
Possibility to
use
(*)
Available
amount
Dividends
Amount used in the three
previous years
To cover
losses
For other
reason
Capital stock
14,482
Share premium reserve
336,273
A, B, C
336,273
Legal reserve
2,896
B
2,896
Interim dividend 2021
(3,611)
(3,611)
Valuation reserve
(736)
Other reserves
29,971
(7,221)
Profit carried forward
13,498
A, B, C
13,498
Profit for the year
1,087
Total shareholders' equity
393,860
352,667
(10,832)
Amount unavailable for distribution
2,896
Amount available for distribution
349,771
(*)
A: for capital increase; B: to cover losses; C: for distribution
ANNUAL REPORT 2021
239
55. Bank borrowings and other lenders
The table below shows the detail of bank borrowings as of December 31
st
, 2021 and its transactions during the year.
(in thousands Euro)
December 31
st
, 2020
Increase
Amortized costs /
others
December 31
st
, 2021
Deutsche Bank borrowing
30,541
-
264
30,805
Monte Rosa – Tocqueville borrowing
40,657
-
333
40,990
Pavilion borrowing
26,760
-
240
27,000
Non-current bank borrowings
97,958
-
837
98,795
Deutsche Bank borrowing
-
-
-
Monte Rosa – Tocqueville borrowing
-
-
25
25
Pavilion borrowing
-
-
96
96
Revolving credit line
-
5,000
2
5,002
Current bank borrowings
-
5,000
123
5,123
Bank borrowings
97,958
5,000
960
103,918
With concern the Revolving Credit Facility (“
RCF
”) concluded by the Company in October 2020 with Banco BPM
Group, the Company had a financial exposure of Euro 5,000 thousand as of December 31
st
, 2021, which was repaid
in January 2022.
On December 29
th
, 2021, the Company entered into a new financing agreement with Crédit Agricole Corporate and
Investment Bank (as facility agent), BNP Paribas, ING Bank and UniCredit for a total of Euro 165,000 thousand
for Monte Rosa, Pavilion, Tocqueville and Deruta properties.
The financing consists of a senior line of Euro 120,000 thousand, aimed at refinancing the properties, and a new
capex line of Euro 45,000 thousand, in support of the restructuring plans planned for the properties Monte Rosa,
Tocqueville and Deruta.
In January 2022 the Company pulled the financing described above by repaying the outstanding loans at December
31
st
, 2021, against the disbursement of the senior line by the lenders.
The financial covenants are checked by the Company every quarter and/or half year, as required by the existing
contracts.
The covenant as of December 31
st
, 2021, are shown below:
Investments
Covenant
Limits
Test results as of
December 31
st
, 2021
Deutsche Bank branches
LTV Consolidated
<60%
40.1%
Monte Rosa
ICR Portfolio
>1,8x
5.0x
Tocqueville
ICR/DSCR Consolidated
>1,4x
4.5x
Pavilion
LTV Portfolio
<65%
36.5%
The above indicators confirm that the covenants set out in the loan agreement have been maintained.
05
SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31
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, 2021
240
56. Non-current financial liabilities
This item, amounting to Euro 643 thousand (Euro 704 thousand as of December 31
st
, 2020), in accordance with the
international accounting standard IFRS 16, includes the liability in respect of the payment of lease rents relating to
existing lease agreements. The liability is equal to the present value of the future cash flows expected for the
contractual duration. For more details in this regard, see paragraph 47 - Other tangible and intangible fixed assets.
57. Payables for post-employment benefits
The balance of the Severance Payment (TFR) at December 31
st
, 2021, equal to Euro 64 thousand (Euro 100 thousand
at December 31
st
, 2020) concerns the debt relating to some employees of the Company. The reduction of Euro 36
thousand is attributable to the turnover of the Company’s employees.
The movement of the fund was also characterized by the provision and subsequent reversal to external funds of the
TFR relating to two managers of the Company.
58. Provisions for risks and charges
This amount, equal to Euro 465 thousand (Euro 391 thousand as of December 31
st
, 2020), refers to the payment to
cover the risks relating to the contracts in place with the CEO. For further information, please read the personnel
costs details described in paragraph 39 – General And Administration expenses.
59. Derivatives
The derivative financial instruments classified in liabilities, equal to Euro 786 thousand (Euro 1,531 thousand
balances as of December 31
st
, 2020), refer to
Interest Rate Swaps
subscribed to cover the financial flows relating to
Monte Rosa, Tocqueville and Pavilion.
The decrease amounting to Euro 745 thousand compared to December 31
st
, 2020, is mainly attributable to the
change in fair value of derivative instruments.
The
Interest Rate Swap
agreement is stipulated in order to cover the Euribor and its changes by paying a fixed
amount that represents the total cost of the collection for the entire duration of the swap agreements.
The Company recorded hedging transactions based on
hedging accounting
verifying the effectiveness of the same.
In order to test the effectiveness of derivatives, the
hedged item
is identified at the time of hedging, with a
hypothetical derivative
. This derivative must perfectly cover the risks caused by exposure in contractual and
underlying terms (notional. indexing. etc.). Finally, the hypothetical signing must take place under market
conditions at the start of the hedging relationship. The valuation of derivatives at
fair value
considered some
potential adjustments to be made as a result of the deterioration of the bank counterparties or of the Company itself,
also taking into consideration any guarantees given by the Company to the Banks.
ANNUAL REPORT 2021
241
60. Trade and other non-current liabilities
Trade and other non-current payables mainly include the
fair value
of the financial instrument classified in the non-
current liabilities, granted to the CEO and
key managers
. As of December 31
st
, 2021, the instrument was revalued
at Euro 887 thousand (Euro 876 thousand as of December 31
st
, 2020) based on the evaluation report specifically
prepared by an external consultant.
The appraiser expressed his opinion on the
fair market
value of the equity instrument issued by the Company in
favour of certain managers on the basis of the instrument's settlement, based on the fact that the Company is listed
and on the expected cash flows in three different scenarios (
base, downside and upside
).
The valuation was carried out in application of the financial criterion. It estimates the value of an
asset
as the sum
of expected cash flows, discounted at a rate that expresses the systematic risk of the investment. The valuation
model has been set up as follows:
§
the reference date was December 31
st
, 2021;
§
the estimate was made by assuming the expected annual cash flows from the
Promote Fee
over the period
2022-2030. Average-weighted cash flows were considered in three separate scenarios (
base, downside and
upside
). For estimating the expected cash flows, the flows of the three scenarios were weighted
(respectively by 33.33% each one);
§
for estimating the annual cash flows of the holders of the instrument, the average-weighted annual flows
deriving from the
Promote Fee
were 60%. This is in line with what is provided for in the Instrument
Regulations;
§
the average-weighted cash flows of the holders of the instrument have been discounted, at December 31
st
,
2021, at a discount rate expressing the average return expected on investments having a risk profile
comparable to that of the investment in the instrument. This discount rate, equal to 4.7%, was quantified
by the consultant according to the CAPM ("
Capital Asset Pricing Model
") approach and is equal to the cost
of the Company's own capital, expressing the systematic (non-diversifiable) risk associated with the
business activities from which cash flows depend, in the last instance, those of the instrument.
The discount rate was estimated by the consultant assuming the following parameters:
§
risk-free
rate of 0.55%. This figure is equal to the average of the returns (without considering taxes) as of
December 31
st
, 2021, of the Italian public debt securities with a residual maturity of 7 years;
§
Beta coefficient of 0.63. In details, the Beta coefficient was determined: (i) assuming the average
unlevered
Beta (0.48) of a
panel
company carrying out activities comparable to those of COIMA RES; (ii) “re-
levering” such Beta (using i.e. “Hamada” formula) in order to consider the target financial structure of
COIMA RES (i.e. ratio net funding position / equity amounted to 40%);
§
ERP of 6.62%. This figure corresponds to most recent measure of
forward-looking
ERP compared to the
estimate date, deducted from empirical observations of the market (source: NYU Stern
School of Business
).
05
SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31
ST
, 2021
242
61. Trade and other current liabilities
The breakdown of trade payables and other current payables is given in the table below.
(in thousands Euro)
December 31
st
, 2021
December 31
st
, 2020
Account payables
1,166
823
Invoices to be received
1,642
1,349
Trade payables
2,808
2,172
Personnel payables
248
308
Security provider payables
83
85
Tax payables
66
183
Other payables
162
33
Accruals and deferred income
1,027
1,098
Other liabilities
1,586
1,707
Trade and other current liabilities
4,394
3,879
Account payables
mainly consist of payables for asset management services provided during the year amounting to
Euro 840 thousand. The remaining part of the payables is referred to consulting and development activities carried
out during the fourth quarter 2021.
Invoices to be received
mainly consist of the fee for the fourth quarter of the asset management agreement with
COIMA SGR, for the project management activities carried out by COIMA REM for property renovation projects,
for the pro-forma invoices received from the Company's consultants for legal, tax and administrative advice and
marketing and communication expenses.
Deferred income
refers to the advance collection of lease payments relating to the year 2022.
The other amounts in this item mainly refer to payables for bonus, vacation and additional monthly payments (Euro
248 thousand), payables related to social security contributions and pension funds (Euro 83 thousand), VAT
payables and withholding to be paid (Euro 66 thousand), payables for approved dividends (Euro 162 thousand), net
of credit to be received (Euro 25 thousand).
62. Information on transfers of financial asset portfolios
The Company has not made any transfers between financial asset portfolios in 2021.
63. Information on fair value
IFRS 13 provides that:
§
non-financial assets must be measured using the “
highest and best use”
method i.e. considering the
best use of the assets from the perspective of market participants;
§
liabilities (financial and non-financial) and equity instruments (i.e. shares issued as consideration in a
business combination
) must be transferred to a market participant as at the measurement date. In the
process of measuring the fair value of a liability it is necessary to identify the risk of default of the
counterparty, which also includes credit risk.
ANNUAL REPORT 2021
243
The general rules for preparing fair value measurement techniques should be adjusted based on the circumstances,
configured in order to maximise observable inputs and established pursuant to the measurement method used
(multiples method, income method and cost method):
1) adjusted based on the circumstances: measurement techniques must be applied consistently over time unless there
are more representative alternative techniques for the measurement of fair value,
2) maximise the observable inputs: inputs are divided into observable and unobservable, providing various examples
of markets from which fair values can be calculated,
3) measurement techniques of fair value are classified in three hierarchical levels according to the type of input
used:
§
level 1: inputs are quoted prices in active markets for identical assets or liabilities. In this case the prices
are used without any adjustments.
§
level 2: inputs are quoted prices or other information (interest rates, observable yield curves, credit spreads)
for similar assets and liabilities in active and inactive markets. For this case price adjustments can be made
based on specific factors of the assets and liabilities.
§
level 3: in this case inputs are not observable. The standard provides that it is possible to use the latter
technique only in this case. Inputs for this level include, for example, long-term currency swaps,
interest rate
swap
, decommissioning liabilities undertaken in a
business combination
, etc.
The arrangement of these levels follows a priority hierarchy: attributing the maximum importance to level 1 and
minimum for level 3.
IFRS 13 provides that three different measurement methods can be used for the measurement of fair value:
§
the market approach method is based on prices and other important information for market transactions
involving identical or comparable assets and liabilities. The models used are the multiples method and
the matrix price method;
§
the income approach is achieved from the discounted sum of future amounts that will be generated by
the asset. This method allows to obtain a fair value that reflects the current market expectation of such
future amounts;
§
the cost method reflects the amount that would be required as at the measurement date to substitute the
capability of the service of the asset subject to measurement, Fair value will be equal to the cost that a
market participant would incur to acquire or build an asset of rectified comparable use (taking into
consideration the level of obsolescence of the asset in question), This method can be used only when
the other methods cannot be used.
Measurement techniques are applied consistently over time unless there are alternative techniques that allow a more
representative measurement of fair value, In the selection of measurement techniques, the assumptions used for the
determination of the assets or liabilities are particularly important.
With regard to the independent expert valuations and the parameters used, please refer to paragraph 33 of the
consolidated financial statements - Information on fair value.
05
SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31
ST
, 2021
244
The comparison between the book value and the fair value of the Company's assets and liabilities as of December
31
st
, 2021, compared to December 31
st
, 2020, is given below.
(in thousands Euro)
December 31
st
, 2021
December 31
st
, 2020
Net book value
Fair Value
Net book value
Fair Value
Real estate investments
198,100
198,100
192,800
192,800
Other tangible assets
852
852
951
951
Other intangible assets
296
296
256
256
Investments in subsidiaries
243,843
243,843
267,786
267,786
Investments in associated companies
27,429
27,429
24,732
24,732
Derivatives
15
15
6
6
Long term financial assets
16,720
16,720
1,190
1,190
Trade and other current receivables
10,153
10,153
10,006
10,006
Cash and cash equivalents
7,776
7,776
10,648
10,648
Assets
505,184
505,184
508,375
508,375
Non-current bank borrowings
98,795
98,928
97,958
98,059
Current bank borrowings
5,123
5,123
-
-
Non-current financial liabilities
643
643
704
704
Other liabilities
5,090
5,090
4,537
4,537
Derivatives
786
786
1,531
1,531
Financial instruments
887
887
876
876
Liabilities
111,324
111,457
105,606
105,707
The Company does not own capital instruments valued at cost.
ANNUAL REPORT 2021
245
The summary table below shows the hierarchy in the measurement of the fair value as of December 31
st
, 2021 and
2020.
(in thousands Euro)
December 31
st
, 2021
Total amount
Quoted prices in
active markets
(Level 1)
Observable inputs
(Level 2)
Unobservable inputs
(Level 3)
Real estate investments
198,100
-
-
198,100
Other tangible assets
852
-
-
852
Other intangible assets
296
-
-
296
Investments in subsidiaries
243,843
-
-
243,843
Investments in associated companies
27,429
-
-
27,429
Derivatives
15
-
15
-
Non-current financial assets
16,720
-
-
16,720
Trade and other current receivables
10,153
-
-
10,153
Cash and cash equivalents
7,776
-
-
7,776
Assets
505,184
-
15
505,169
Non-current financial liabilities
98,928
-
98,928
-
Current financial liabilities
5,123
-
-
5,123
Other financing
643
-
-
643
Other liabilities
5,090
-
--
5,090
Derivatives
786
-
786
-
Financial instruments
887
-
-
887
Liabilities
111,457
-
99,714
11,743
(in thousands Euro)
December 31
st
, 2020
Total amount
Quoted prices in
active markets
(Level 1)
Observable inputs
(Level 2)
Unobservable inputs
(Level 3)
Real estate investments
192,800
-
-
192,800
Other tangible assets
951
-
-
951
Other intangible assets
256
-
-
256
Investments in subsidiaries
267,786
-
-
267,786
Investments in associated companies
24,732
-
-
24,732
Derivatives
6
-
6
-
Non-current financial assets
1,190
-
-
1,190
Trade and other current receivables
10,006
-
-
10,006
Cash and cash equivalents
10,648
-
-
10,648
Assets
508,375
-
6
508,369
Non-current bank borrowings
98,059
-
98,059
-
Non-current financial liabilities
704
-
-
704
Other liabilities
4,537
-
-
4,537
Derivatives
1,531
-
1,531
-
Financial instruments
876
-
-
876
Liabilities
105,707
-
99,590
6,117
05
SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31
ST
, 2021
246
64. Risks, guarantees and commitments
The risks which the Company is subject to and the relative mitigation are reported in the Chapter
3
“Governance”
-
How we manage the risks.
Guarantees and commitments
With regard to the loans contracted by the parent company COIMA RES, the following
security packages
have
been agreed with the lending banks.
As for the loan related to Deutsche Bank portfolio:
§
first mortgage of Euro 298,550 thousand;
§
pledge on the COIMA CORE FUND IV units;
§
pledge on operating bank accounts linked to the loan agreement
As for the loan related to Monte Rosa and Tocqueville:
§
first mortgage of Euro 140,000 thousand;
§
pledge on the COIMA CORE FUND IV units;
§
pledge on operating bank accounts linked to the loan agreement;
§
disposal of receivables related to rents, insurance claims and any other receivables arising from disputes
against consultants engaged for the
due diligence
on the property.
As for the loan related to Pavilion:
§
first mortgage of Euro 63,000 thousand;
§
pledge on operating bank accounts linked to the loan agreement;
§
disposal of receivables related to rents, insurance claims and any other receivables arising from disputes
against consultants engaged for the
due diligence
on the property.
As for the lease agreement signed on July 21
st
, 2017, with COIMA RES and Porta Nuova Garibaldi, managed by
COIMA SGR S.p.A., the Company has granted a guarantee to the landlord amounting to approx. Euro 25 thousand.
With regard to the Porta Nuova Bonnet Fund, the Company had a total commitment of Euro 27,429 thousand of
capital payments, of which Euro 2,429 thousand subscribed in March 2021, already full paid up.
On June 11
th
, 2020 COIMA RES signed a binding agreement for the acquisition of a stake between the 10% and
the 25% in the Porta Nuova Gioia real estate fund, manged by COIMA SGR, owner of the building under renovation
called Gioia 22, located in Milan, in Via Melchiorre Gioia 22.
The closing of the transaction is expected within the end of 2022 and it is subordinated to the occurrence of some
precedent conditions, among which the achievement of the 75% of the real estate
occupancy.
The stake that will be
acquired by COIMA RES in the Porta Nuova Gioia real estate fund will be determined by the Company, at its
discretion, within the interval, near the closing. At the date, the estimated purchase price is between Euro 22 million
and Euro 56 million.
ANNUAL REPORT 2021
247
65. Related party transactions
Related party transactions are listed below:
(in thousands Euro)
Receivables
Liabilities
Income
Costs
COIMA SGR S.p.A.
48
255
-
745
COIMA REM S.r.l.
3
957
-
121
COIMA CORE FUND IV
-
-
13,200
23,165
COIMA CORE FUND VI
3,968
-
5,758
-
COIMA CORE FUND VIII
1,211
-
3,100
778
COIMA RES S.p.A. SIINQ I
16,066
-
115
-
Infrastrutture Garibaldi - Repubblica
-
1
-
5
Porta Nuova Garibaldi consortium
-
(21)
-
137
Porta Nuova Garibaldi fund
622
693
-
119
Riccardo Catella foundation
-
-
-
10
Senior managers
-
38
-
238
Directors and collaborators
-
1,387
-
835
Board of Statutory Auditors
-
109
109
Total
21,918
3,419
22,173
26,262
Also note that the Company has signed the following service agreements with related parties in line with market
standards:
Asset Management Agreement with COIMA SGR S.p.A.;
Agreement with COIMA REM S.r.l. for the supply, by the latter, of development and project management services,
as well as property and facility management services;
Lease agreement related to the new headquarter of the Company signed on July 21
st
, 2017, with Porta Nuova
Garibaldi Fund, managed by COIMA SGR S.p.A..
Property and development management contracts
During the year, the Company revisited the conditions in place with COIMA REM S.r.l. relative to the contractual
standards for property and development management services. No changes were made in the review as the
management of the Company considered that the current contractual structure was adequate. A benchmark analysis
has been commissioned to a specialist consultant, concerning the positioning of the pricing provided for by the
Framework Agreement with COIMA REM for property management and development management services, with
respect to the average market price for such services. The consultant considered that "the pricing of the property
and development services provided by COIMA REM was consistent with market values and below average values".
05
SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31
ST
, 2021
248
Publication of audit fees pursuant to art. 149-duodecues of Consob Regulation No.
11971 of 14 May 1999
We report in this table a detail of the fees paid to the auditing company which has been assigned the audit assignment
pursuant to Legislative Decree 39 of January 27
th
, 2010, and to the entities in the network to which the auditing
company belongs:
(in thousands Euro)
Object
Audit firm
Remunerations
Legal review
(*)
COIMA RES S.p.A. SIIQ
EY S.p.A.
190
Review of sustainability report
COIMA RES S.p.A. SIIQ
EY S.p.A.
17
Total amount
207
(*)
These fees refer to the statutory audit of the consolidated financial statements, the separate financial statements and the half-year consolidated financial
statements of COIMA RES SIIQ and to the limited audit of the accounting prospectus as of September 30
th
, 2021, aimed at issuing the opinion for the
distribution of the interim dividends. of COIMA RES SIIQ pursuant to article 2433 bis of the Civil Code. The amount includes the remunerations
(expenses included) of Euro 178 thousand and the CONSOB contribution, estimated by the Company of Euro 12 thousand
.
ANNUAL REPORT 2021
249
CERTIFICATION BY THE CEO AND BY THE MANAGING DIRECTOR RESPONSIBLE
FOR THE PREPARATION OF THE CORPORATE ACCOUNTING DOCUMENTS
RELATING TO THE FINANCIAL STATEMENTS AT DECEMBER 31
ST
, 2021
pursuant to Article 154-bis, para. 5, of Legislative Decree no. 58 of February 24
th
, 1998 and
Article 81-ter of Consob Regulation no. 11971 of May 14
th
, 1999
1)
We, the undersigned, Manfredi Catella, as Chief Executive Officer, and Fulvio Di Gilio, as Manager
responsible for preparing the financial reports of COIMA RES S.p.A. SIIQ, having also considered the
provisions of art, 154-
bis
, paragraphs 3 and 4, of the Legislative Decree No. 58 of February 24th, 1998,
hereby certify:
the adequacy, regarding the nature of the Company; and
the effective application of the administrative and accounting procedures adopted in preparing the
financial statements,
2)
In this regard, we also note that:
the adequacy of the administrative and accounting procedures adopted in preparing the financial
statements has been verified by means of the evaluation of the internal control system on the financial
information,
no material aspects have been detected from the evaluation of the internal control system on the
financial information,
3)
We also certify that:
The financial statements:
have been prepared in accordance with the international financial reporting standards recognized in
the European Union under the EC Regulation 1606/2002 of the European Parliament and of the
Council of July 19
th
, 2002;
are consistent with the entries in the accounting books and records;
can provide a true and fair representation of the assets and liabilities, profits and losses and financial
position of the issuer,
The report on operations provides a reliable analysis of performance and results of operations, and the
company's situation, as well as a description of the main risks and uncertainties which the company is
exposed,
The report on operations also includes a reliable analysis on the information regarding the relevant transactions with
related parties,
Milan, February 24
th
, 2022
Chief Executive Officer
Manager responsible for preparing the Company’s
financial reports
_____________________
Manfredi Catella
________________________
Fulvio Di Gilio
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INDEPENDENT AUDITORS’ REPORT
Coima Res S.p.A. SIIQ
Financial statements as at 31 December 2021
Independent auditor’s report pursuant to article 14 of
Legislative Decree n. 39, dated 27 January 2010, and article
10 of EU Regulation n. 537/ 2014
251
ANNUAL REPORT 2021
EY S.p.A.
Sede Legale: Via Meravigli, 12 – 20123 Milano
Sede Secondaria: Via Lombardia, 31 – 00187 Roma
Capitale Sociale Euro 2.525.000,00 i.v.
Iscritta alla S.O. del Registro delle Imprese presso la CCIAA di Milano Monza Brianza Lodi
Codice fiscale e numero di iscrizione 00434000584 - numero R.E.A. di Milano 606158 - P.IVA 00891231003
Iscritta al Registro Revisori Legali al n. 70945 Pubblicato sulla G.U. Suppl. 13 - IV Serie Speciale del 17/ 2/ 1998
Iscritta all’Albo Speciale delle società di revisione
Consob al progressivo n. 2 delibera n.10831 del 16/7/1997
A member firm of Ernst & Young Global Limited
EY S.p.A.
Via Meravigli, 12
20123 Milano
Tel: +39 02 722121
Fax: +39 02 722122037
ey.com
Independent auditor’s report pursuant to article 14 of Legislative
Decree n. 39, dated 27 January 2010 and article 10 of EU Regulation
n. 537/2014
(Translation from the original Italian text)
To the Shareholders of
Coima Res S.p.A. SIIQ
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Coima Res S.p.A. SIIQ (the Company), which comprise the
statement of financial position as at 31 December, 2021, and the statement of profit/(loss) for the
year, the other comprehensive income statement, the statement of changes in shareholders’ equity
and the cash flow statement for the year then ended, and notes to the financial statements, including
a summary of significant accounting policies.
In our opinion, the financial statements give a true and fair view of the financial position of the
Company as at 31 December 2021, and of its financial performance and its cash flows for the year
then ended in accordance with International Financial Reporting Standards as adopted by the
European Union and with the regulations issued for implementing art. 9 of Legislative Decree n.
38/2005.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISA Italia). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Financial Statements section of our report. We are independent of the Company in
accordance with the regulations and standards on ethics and independence applicable to audits of
financial statements under Italian Laws. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements of the current period. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.
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2
We identified the following key audit matters:
Key Audit Matter
Audit Response
Valuation of real estate
investments
Investment properties are stated at fair
value in accordance with International
Financial Reporting Standards IAS 40
Investment properties, recognizing the
effects of changes of fair values in the
income statement.
Management has estimated fair value based
on the reports prepared by independent
experts.
The fair value estimate involves the use of
fair value models which require forecasting
future costs and revenues of each property
and the use of assumptions about the
occupancy rate of properties, the markets
trends of real estate and financial markets,
also considering the effects of the current
Covid-19 pandemic, as well as the general
economic conditions that affect the rent and
the reliability of the tenants.
We considered that this item represents a
key audit matter, due to the relevance of the
investment properties stated at fair value
and changes in fair value over the
accounting periods, the judgment required
by Management in assessing the above
mentioned assumptions used in the fair
value models, as well as the effects on the
Company’s and Group’s key performance
indicators, especially the Net Asset Value.
The paragraph ” Main balance sheet items”
of the notes to the financial statements,
describes the process adopted to select the
independent experts and the fair value
models.
Our audit procedures in response to this key
audit matter relate to, amongst others, the
analysis of the company’s procedure related to
the selection of the independent expert
appointed in order to prepare a fair value
estimate, the tracing of these amounts with the
balance sheet figures, the critical review and
discussion with Management and independent
experts of the main market assumptions and,
also with the support of our real estate experts,
detail testing of the reports prepared by the
independent experts.
Finally, we have examined the disclosures
provided in the notes to the financial
statements.
Responsibilities of Directors and Those Charged with Governance for the Financial
Statements
The Directors are responsible for the preparation of the financial statements that give a true and fair
view in accordance with International Financial Reporting Standards as adopted by the European
Union and with the regulations issued for implementing art. 9 of Legislative Decree n. 38/ 2005,
and,
within the terms provided by the law, for such internal control as they determine is necessary to
enable the preparation of financial statements that are free from material misstatement, whether due
to fraud or error.
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ANNUAL REPORT 2021
3
The Directors are responsible for assessing the Company’s ability to continue as a going concern and,
when preparing the financial statements, for the appropriateness of the going concern assumption,
and for appropriate disclosure thereof. The Directors prepare the financial statements on a going
concern basis unless they either intend to liquidate the Company or to cease operations, or have no
realistic alternative but to do so.
The statutory audit committee (“Collegio Sindacale”) is responsible,
within the terms provided by the
law,
for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with International Standards on Auditing (ISA Italia) will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with International Standards on Auditing (ISA Italia), we have
exercised professional judgment and maintained professional skepticism throughout the audit. In
addition:
we have identified and assessed the risks of material misstatement of the financial
statements, whether due to fraud or error, designed and performed audit procedures
responsive to those risks, and obtained audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control;
we have obtained an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control;
we have evaluated the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the Directors;
we have concluded on the appropriateness of Directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor’s report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to consider this matter in forming our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Company to cease to continue as a going
concern;
we have evaluated the overall presentation, structure and content of the financial statements,
including the disclosures, and whether the financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
We have communicated with those charged with governance, identified at an appropriate level as
required by ISA Italia, regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
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4
We have provided those charged with governance with a statement that we have complied with the
ethical and independence requirements applicable in Italy, and we have communicated with them all
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with those charged with governance, we have determined those
matters that were of most significance in the audit of the financial statements of the current period
and are therefore the key audit matters. We have described these matters in our auditor’s report.
Additional information pursuant to article 10 of EU Regulation n. 537/14
The shareholders of Coima Res S.p.A. SIIQ, in the general meeting held on 1 February 2016, engaged
us to perform the audits of the financial statements for each of the years ending 31 December 2016
to 31 December 2024.
We declare that we have not provided prohibited non-audit services, referred to article 5, par. 1, of EU
Regulation n. 537/ 2014, and that we have remained independent of the Company in conducting the
audit.
We confirm that the opinion on the financial statements included in this report is consistent with the
content of the additional report to the audit committee (Collegio Sindacale) in their capacity as audit
committee, prepared pursuant to article 11 of the EU Regulation n. 537/2014.
Report on compliance with other legal and regulatory requirements
Opinion on the compliance with Delegated Regulation (EU) 2019/ 815
The Directors of Coima Res S.p.A. SIIQ are responsible for applying the provisions of the European
Commission Delegated Regulations (EU) 2019/ 815 for the regulatory technical standards on the
specification of a single electronic reporting format (ESEF – European Single Electronic Format) (the
“Delegated Regulation”) to the financial statements, to be included in the annual financial report.
We have performed the procedures under the auditing standard SA Italia n. 700B, in order to express
an opinion on the compliance of the financial statements with the provisions of the Delegated
Regulation.
In our opinion, the financial statements have been prepared in the XHTML format in compliance with
the provisions of the Delegated Regulation.
Opinion pursuant to article 14, paragraph 2, subparagraph e), of Legislative
Decree n. 39 dated 27 January 2010 and of article 123-bis, paragraph 4, of
Legislative Decree n. 58, dated 24 February 1998
The Directors of Coima Res S.p.A. SIIQ are responsible for the preparation of the Report on
Operations and of the Report on Corporate Governance and Ownership Structure of Coima Res S.p.A.
SIIQ as at 31 December 2021, including their consistency with the related financial statements and
their compliance with the applicable laws and regulations.
We have performed the procedures required under audit standard SA Italia n. 720B, in order to
express an opinion on the consistency of the Report on Operations and of specific information
included in the Report on Corporate Governance and Ownership Structure as provided for by article
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ANNUAL REPORT 2021
5
123-bis, paragraph 4, of Legislative Decree n. 58, dated 24 February 1998, with the financial
statements of Coima Res S.p.A. SIIQ as at 31 December 2021 and on their compliance with the
applicable laws and regulations, and in order to assess whether they contain material misstatements.
In our opinion, the Report on Operations and the above mentioned specific information included in
the Report on Corporate Governance and Ownership Structure are consistent with the financial
statements of Coima Res SpA SIIQ as at 31 December 2021 and comply with the applicable laws and
regulations.
With reference to the statement required by art. 14, paragraph 2, subparagraph e), of Legislative
Decree n. 39, dated 27 January 2010, based on our knowledge and understanding of the entity and
its environment obtained through our audit, we have no matters to report.
Milan, 29 March 2022
EY S.p.A.
Signed by: Aldo Alberto Amorese, Auditor
This independent auditor’s report has been translated into the English language solely for the
convenience of international readers. Accordingly, only the original text in Italian language is
authoritative.
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1
COIMA RES S.p.A. SIIQ
S
TATUTORY
A
UDITORS
’
R
EPORT
TO SHAREHOLDERS
’
MEETING OF
C
OIMA
R
ES
S.
P
.A.
SIIQ
pursuant to art. 153 of Legislative Decree 58/1998 and art. 2429 of Italian Civil
Code
Dear Shareholders,
the Board of Statutory Auditors of
COIMA RES S.p.A. SIIQ [“
COIMA RES
”
or “the
Company
”] is required to report to the Shareholders Meeting, called
to approve the financial statements for the year ended December 31
st
, 2021,
regarding the audit conducted during the year and on the other activities
pursuant to art. 153 of Legislative Decree 58/98 and art. 2429 et seq. of Italian
Civil Code, as well as pursuant to art. 17, 19 of Legislative Decree no. 39/2010
and art. 4, 5, 6, 11, 16, 17 of the EU Regulation no. 537/2014.
The task of the Audit of the Financial Statements and Consolidated, as well
as the regular keeping of the accounts, is delegated, in accordance with D.
Lgs. 58 of 1998, to the auditing firm EY S.p.A. [also "EY"], whose
appointment for the statutory audit for the years 2016-2024, was conferred,
on a proposal of the Board of Statutory Auditors, by the Shareholders'
Meeting of February 1
st
,
2016.
Please note that also for the financial year 2021, EY has been entrusted with
a limited examination of the data and information contained in the
Sustainability Section referred to in the paragraph "GRI Information" of the
Annual Financial Report of COIMA RES, prepared in line with the
guidelines "
European Public Real Estate Association’s Sustainability Best
Practice Reporting guidelines
" (EPRA sBPR) and the GRI - Global Reporting
Initiative - Sustainability Reporting Standards, published by the Global
BOARD OF STATUTORY AUDITORS’ REPORT
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ANNUAL REPORT 2021
2
Reporting Initiative in 2016 and updated in 2018.
The results of the auditing of both the Financial Statements and the
Sustainability Section are set out in the relevant auditor's reports - which do
not contain any observations or requests for information - to which we refer.
During the year ended December 31
st
, 2021 the Board of Statutory Auditors
of COIMA RES S.p.A. SIIQ carried out the supervisory activities required
by
existing
law,
in
accordance
with
Supervisory
Authorities
recommendations and in particular according to the key required to
CONSOB with Communications n.
1025564 of April 6
th
, 2001 and
subsequent updates, and also in accordance with the code of good practice
for listed entities for the Board of Statutory Auditors suggested by the
Italian National Association of Professional Accountants.
Pursuant to Legislative Decree n.39 of January 27
th
, 2010 for the public
interest entities, which is your Company, the Internal Control and Auditing
Committee [also “CCIRC”] identifies with the Board of Statutory Auditors
and therefore, during the period, were carried out the supervisory activities
mandated to the same, pursuant to art. 19 of the aforementioned Decree.
We remind you that the regulatory provisions referred to in Decree n.
135/2016 as well as with EU Regulation 537/2014, with a view to
strengthening the interaction between the auditors and the Board of
Statutory Auditors, as CCIRC, provide
inter alia,
for the prior approval of
assignments to the statutory auditor, not specifically relating to the audit
activity, as well as transmission to the Committee for control and audit of
the additional report issued pursuant to Article 11 of EU Regulation
537/2014.
Appointment, self-assessment and activities of the Board of Statutory
Auditors
The Board of Statutory Auditors in charge on the date of this Report, was
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3
appointed by resolution of the Shareholders' Meeting of April 22
th
, 2021, and
his office will expire with the Shareholders' Meeting approving the financial
statements as of December 31
st
, 2023.
The Board of Statutory Auditors in charge, as appointed, is composed of the
following n. 3 (three) members:
-
Mr. Massimo Laconca, standing member to whom the
chairmanship of the Board of Statutory Auditors has been
attributed;
-
Mrs. Milena Livio, standing auditor;
-
Mr. Marco Lori, standing auditor.
The Board of Statutory Auditors, also for the financial year 2021, assessed
the suitability of its members and the appropriate composition of the body
- with reference to the requirements of professionalism, competence,
integrity and independence required by law -and the availability of time
and resources appropriate to the complexity of the task and the proper
functioning, taking into account its size, the complexity and the activities
carried out by the issuer The members of the Board of Statutory Auditors
have complied with the limit of the cumulation of assignments provided for
by art.144-terdecies of the Issuers Regulation.
The self-assessment, which was carried out also considering the provisions
of the Articles of Association, as well as the best practices disseminated from
time to time, provided a positive view on the composition and functioning
of the Board of Statutory Auditors.
The Board of Statutory Auditors also verified the correct application of the
criteria and procedures for ascertaining the independence requirements of
the members of the Board of Directors with this qualification, as well as, in
its capacity as Committee for Internal Control and Auditing [also “CCIRC”],
the independence requirements of the auditing firm.
The Board of Statutory Auditors, in order to regulate the composition,
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ANNUAL REPORT 2021
4
operating methods and powers of the supervisory body, in accordance with
the principles established by the applicable laws and regulations, as well as
by the Corporate Governance Code to which the Company has adhered, has
adopted a its own Regulations, which will be updated from time to time in
relation to the evolution of the legislation.
The Board of Statutory Auditors, therefore, also in accordance with its own
Regulations, and for the aspects within its competence, supervised
compliance with the law and the Articles of Association, compliance with
the principles of correct administration, the adequacy of the organizational
structure, the control system of the administrative-accounting system and
on the reliability of the latter in correctly representing management events.
The Board of Statutory Auditors, as part of the supervisory activity carried
out, with the frequency of which specific indication will be given in point 10
of this Report, takes note, in particular, of the following:
•
with limited absences of some of its components, to have participated
in all n. 12 meetings of the Board of Directors held during the year
and obtained periodically from the Directors information on the
activities carried out and the most important transactions carried out
by the Company. The Board of Statutory Auditors also participated
in the regular meetings of the Endoconsiliar Committees established
pursuant to the Code of Corporate Governance, and in particular at
n. 10 meetings of the Control and Risk Committee, also in its capacity
as Committee for transactions with related parties, and at n. 2
meetings of the Remuneration Committee;
•
to supervise the activities of the Company entrusted to us by Art. 149
of Single Act of Finance, through specific audits, regular meetings
with business leaders, with the Internal Control Committee, with the
Supervisory Board, with the heads of corporate functions, including
control,
as
well
as
through
the
information
sharing
with
05
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5
representatives of the auditing firm ;
•
to assessed and supervised, as for our competence, the adequacy of
the internal control and the account administration system, as well as
the performance of detection and control system ;
•
to verified, through information collected by the auditing firm and
the executive responsible for the preparation of the accounting
documents, the compliance with legal regulation related to the
preparation and setting of consolidated and separate financial
statements, as well as the Management Report, exercising the
functions entrusted to us pursuant to art. 19 of the Legislative Decree
39/10 .
Our participation in Board of Directors’ meetings, the meetings with Control
Functions and with the manager of various business Functions, as well as the
examination of information flows provided by the same Functions, have
enable to us to obtain, in different segments, necessary and useful
information on the general business performance and on the outlook for
operations, organization and internal control system, risk management, and
accounting system in order to evaluate its suitability compared to business
needs and operational reliability.
The meetings we have had with the internal control functions have, in
particular, enabled us to receive adequate information on the system of
internal controls and risk management.
The contacts with the Manager responsible for preparing Company’s
financial reports allowed feedback on the activities carried out to verify the
adequacy and effectiveness of the control procedures relating to the
administrative and accounting system, on which it is confirmed that no such
critical issues have emerged to be brought to the attention of the Board of
Directors.
As for the ways in which institutional tasks assigned were carried out to the
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ANNUAL REPORT 2021
6
Board of Auditors, we inform you and give you act:
–
to have acquired necessary knowledge to carry out audit activities for
aspects of its competence, on the adequacy of the Company’s
organizational structure, including links with subsidiaries, through
direct surveys, information gathering by managers of the Functions
concerned, exchanges of data and information with auditing firm;
–
to have supervised the operation of internal control and accounts
administration system, to evaluate the adequacy to business needs, as
well as its reliability in providing an accurate picture of Company
operations, through direct surveys on business records, obtaining
information by managers of the Functions concerned, analysis of the
results of the work carried out by the auditing firm.
§ § §
The Board of Statutory Auditors also points out that the year 2021 was
marked by the continuation of the serious emergency pandemic situation
from Covid-19, although to a lesser extent accentuated thanks to the
important vaccination campaign in place. The activity of the Company,
while respecting the special regulations, has not stopped and has normally
continued in ways that have mainly privileged the performance of the
various activities "remotely".
The activities of the Board of Statutory Auditors have also continued in these
ways, through the acquisition of data and information in electronic format
and the conduct of their meetings in video/audio conference.
Taking into account the degree of reliability that the Company has confirmed
to have also in the course of 2021, with regard to ensuring a proper conduct
of meetings and an adequate system of information flow transmission, the
Board of Statutory Auditors considers that, also in this financial year,
the
adoption of such modalities has not diminished or affected the degree of
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7
reliability of the information received and the effectiveness of both its
activities and, overall, of the activities of the Board of Directors and of the
entire structure.
The Board of Statutory Auditors also noted that the Company, in this
context, has maintained a high level of attention, with particular regard to
any impact on its activities, implementing a constant monitoring of the
situation of its tenants and the trend of rental income, and has provided
adequate information in its Financial Statements on the different profiles
related to this situation.
Regarding the above, the Board of Statutory Auditors confirms that no
particular critical situations have arisen.
§ § §
Furthermore, with reference to the recent conflict between Russia and
Ukraine, the Board of Statutory Auditors noted that the Company, also in
deference to Consob’s call for attention to the impact of the war on inside
information and financial reporting of March 18
th
, 2022, he pointed out that
no impact on the results at December 31
st
, 2021 is detected, in consideration
of the activity carried out by the Company - entirely domestic -
of the
portfolio conductors and the type of contracts in place.
With regard, instead, to the impacts that could occur in the year 2022, in
consideration of the real estate development activities planned over the next
few years, these could mainly concern the supply of raw materials and their
cost that could affect both the expected construction costs, both an extension
in the time of completion of the projects at the moment not quantifiable
The situation is constantly monitored by the Company in order to put in
place the necessary safeguards to mitigate the resulting risks.
In compliance with the recommendations provided by Consob regarding the
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ANNUAL REPORT 2021
8
contents of the Board of Statutory Auditors' Report, we report the following:
1. Considerations on the events and transactions carried out by the
Company that had significant impact on assets, financing and operating
result, and their compliance with By-laws and regulations
The Separate Financial Statement of COIMA RES S.p.A. SIIQ for the year 2021
recorded a profit of Euro 1,087,754 whose formation is described in detail by
the Board of Directors in its report, to which we refer you.
In particular, among the significant events of the year and in relation to their
relevance, as set out in the directors' report, the Board of Statutory Auditors
reports the following.
a)
Investment and disinvestment transactions
-
During the month of March, PwC released the property in Via Monte
Rosa with the consequent possibility for the Company to start the
restructuring project of the property. In this regard, the Board of
Directors stresses that this will allow to pursue the objectives of value
creation in the medium term that will lead to a substantial
improvement in the quality of the property and a potential significant
increase in rent compared to the previous canon.
-
In January, the shareholding held in the COIMA CORE FUND IV
Fund was sold to a bank subsidiary of Deutsche Bank Milano for
approximately EUR 4.3 million. The transaction is included in a larger
sale transaction of 11 bank branches completed between January 2020
and January 2021 for a total value of € 23.5 million. The directors
underline that from the IPO in 2016, the fund carried out disposal
operations for about 48% of the initial portfolio of bank branches at a
valuation substantially in line with the contribution value at the IPO,
gross income of Euro 66.3 million.
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9
-
The 88.2% stake held in the COIMA OPPORTUNITY FUND I Fund, a
fund 88.8% owned by COIMA CORE FUND VI, was completed, on
August 5, the sale to a leading local investor of the property Sarca at a
price of € 82,5 million that, compared to a purchase value of
approximately 60.7 million euros, allowed the realisation of a net
profit deriving from the sale of the property for approximately 13
million euros, as a relevant share of the Company.
It should be noted that, as part of this operation, a guarantee has been
issued in favour of the buyer in relation to the payment of fees by the
tenants who currently lease the property, for about € 2.5 million.
-
On October 14
th
, 2021, the Company’s Board of Directors approved
the purchase of the property located in Milan, Via Pirelli 32. The
purchase transaction was completed on February 9
th
, 2022, through
the COIMA OPPORTUNITY FUND I Fund, at a price of EUR 58.2
million. Of this property will be carried out a complete reconstruction
with a duration of work scheduled in 24 months.
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ANNUAL REPORT 2021
10
b)
Financing operations
The Board of Statutory Auditors represents how the directors give
adequate information in the Financial Statements on the Company’s
financial position and indebtedness.
Among the most significant events is the following.
-
On December 9
th
, 2021, the Board of Directors resolved on an
overall refinancing operation that provides, on the one hand, for
the granting of credit lines totalling €165 million by a pool of banks
consisting of: Crédit Agricole Corporate and Investment Bank,
BNP Paribas SA, ING Bank N.V. and UniCredit S.p.A. and, on the
other hand, the simultaneous repayment and repayment of
outstanding loans totalling approximately EUR 98.8 million.
In particular, the credit lines that will be made available to the
company are:
(i) a term line of a maximum amount of € 120 million aimed at
supporting the general cash needs of the Company, including the
repayment of the financial debt of the Company in existence in
relation to certain properties owned, as well as the refinancing in
favour of Coima SIINQ S.p.A. of the amount of Euro 16 million for
financing shareholders.
This first operation was completed on January 18
th
, 2022, with the
disbursement of the entire line.
(ii) a credit line for a maximum of Euro 45,000,000 aimed at
financing part of the capex that the Company and Coima SIINQ
will have to support in relation to the properties owned by the
same sites, respectively, in (i) Via Monte Rosa n. 93, Milan (ii) via
Tocqueville n. 13, Milan, (iii) Piazza Gae Aulenti n. 10, Milan (the
"Immobile Pavillion") and (iv) Via Deruta n. 19, Milan.
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11
-
As anticipated, in January 2022 the Company made available to
COIMA RES SIINQ I, a shareholder loan of a maximum total of
Euro 16 million in order to restore the financial resources
previously used by the subsidiary for the repayment of the loan
and provide it with the necessary resources to finance the project
of renovation and repositioning of the building in Via Deruta.
The Company’s net financial debt at December 31
st
, 2021 decreased by
approximately 79.2 million euros compared to December 31
st
, 2020,
mainly as a result of the sale of the Sarca property net of the repayment
of the related financing and the repayment of the financing linked to
Deruta executed on September 30
th
, 2021.
c)
Transactions with related parties
In addition to what will be reported in point 2) of this Report and as
set out in the Financial Statements,
the relationships that the Company
currently has with related parties are:
-
asset management contract with COIMA SGR S.p.A.;
-
contract with COIMA REM S.r.l. for development & project
management services, as well as property & facility
management;
- lease agreement relating to the registered office of the Company
stipulated on July 21st, 2017 with the Porta Nuova Garibaldi
Fund, managed by COIMA SGR S.p.A.;
The Board notes that, during the year, the Company has examined the
conditions in place with COIMA REM S.r.l. regarding the contractual
standards for property and development management services.
The
agreements
underlying
these
relationships,
constituting
relationships with related parties, are periodically examined, also
pursuant to Consob Regulation 17221/2010 and the Procedure for
transactions with related parties of the Company, by the Control and
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Risk Committee, as a Related Parties Committee, also using the advice
of independent third-party experts, with the expression of its own
opinion to the Board of Directors on the interest of the Company, as
well as the convenience and substantial correctness of the terms of the
transaction.
d)
Governance
Regarding Governance, the shareholders' meeting held on April 22
th
, 2021
approved the appointment of the Board of Directors, whose term of office had
expired, determining in 9 the number of members of the Board of Directors
and in a social exercise the duration of the term of office.
For the Board of Directors, Feras Abdulaziz Al Naama, Manfredi Catella,
Caio Massimo Capuano, Olivier Elamine, Luciano Gabriel, Alessandra
Stabilini, have been appointed until the approval of the financial statements
for the year ended December 31
st
, 2021, Ariela Caglio, Antonella Centra and
Paola Bruno, in compliance with current legislation on gender balance.
The Shareholders' Meeting in his ordinary session he confirmed Caio
Massimo Capuano as Chairman of the Board of Directors and the Board of
Directors of April 22
th
, 2021, has confirmed Manfredi Catella as CEO.
The Board of Directors is composed, at the date of preparation of this report,
of seven independent directors, in addition to the Chairman Massimo Caio
Capuano, and a single executive director, in the person of the CEO Manfredi
Catella.
The Board of Directors is composed, at the date of writing of this report, of
six independent directors in person of the gentlemen: Alessandra Stabilini,
Paola Bruno, Ariela Caglio, Antonella Centra, Olivier Elamine and Luciano
Gabriel; two non-executive Directors in person of President Massimo Caio
Capuano and Feras Abdulaziz Al Naama, and only one Executive Director,
in person of Managing Director Manfredi Catella.
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13
At the meeting of April 22
th
, 2021, the Board of Directors established the
Remuneration Committee, the Control and Risks Committee, which also
functions as a Related Parties Committee and the Investment Committee and
appointed:
•
as members of the Remuneration Committee: Alessandra Stabilini,
Independent Director, as Chairman, Olivier Elamine, Independent
Director, and Caio Massimo Capuano, Non-Executive Director ;
•
as members of the Control and Risk Committee, with functions also as
committee for transactions with related parties, Alessandra Stabilini,
Independent Director, as Chairman, and the Independent Directors
Paola Bruno and Luciano Gabriel;
•
as members of the Investment Committee, Luciano Gabriel as
Chairman, Manfredi Catella, Ariela Caglio, Gabriele Bonfiglioli as
Head of Investment Management, Matteo Ravà as Head of Asset
Management and Michel Vauclair as Real Estate expert outside the
Company.
The Board recalls that, as reported in the Corporate Governance Report,
pursuant to the Asset Management Agreement, COIMA SGR and the
Company have agreed to the partial secondment of some SGR employees,
including Ravà and Bonfiglioli, at the Company to carry out respectively
the assignment of Coordinator of the Area Markets and Investments, and
the assignment of Coordinator of the Area Portfolio, both with reporting
directly to the CEO, Dott. Manfredi Catella. The Investment Committee is
a partially endoconsiliar body of an advisory nature, with the functions of
supporting investment decisions and divestment by the Company’s Board
of Directors.
The Board notes that on December 1
st
, 2021, the shareholders' agreement
between Manfredi Catella, COIMA REM S.r.l., COIMA SGR S.p.A. and
Qatar Holding LLC concerning the governance of COIMA RES was
renewed. The Shareholders' Agreement - which expired on December 1
st
,
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2021 - was renewed for a period of three years from November 26
th
, 2021
and is tacitly renewable for a further period of three years.
e)
SIIQ Regime
The Company takes advantage of the benefit for the application of the
SIIQ tax regime, subject to the condition that the company carried out
via prevalent real estate lease activity, starting from the year ended
December 31
st
, 2016. The special taxation regime provides that the
income derived from the business of real estate lease is exempt from
corporate income tax (IRES) and the regional tax on productive activities
(IRAP) and the part of statutory profit corresponding to it is subject to
taxation for shareholders in the distribution in the form of dividends,
which may not be less than 70% of net profit .
§ § §
The Board of Statutory Auditors, on the
based on the information
acquired and in the light of verifications carried out, has no comments or
comments to report on the specific point, in relation to compliance with
the Law and Article of Association of the operations carried out by the
Company.
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15
2. Atypical and unusual intercompany, third and related party transactions
During our supervisory activities, we do not encounter atypical or
unusual transactions carried out between your Company and third
parties .
2.1
Atypical and unusual related party transactions
During our supervisory activities we did not notice atypical or
unusual transactions carried out with related parties.
2.2
Atypical and unusual third- and related-party transactions
During our supervisory activities we did not notice atypical or
unusual transactions carried out with third and related parties.
2.3
Ordinary intercompany and related party transactions
The Company, in transposition of the amendment to CONSOB
Regulation No. 17221 of 12 March 2010, which entered into force
on July 1
st
, 2021, adopted on June 10
th
, 2021, the new "Procedure
for transactions with related parties".
The Directors, in their report and in the notes to the financial
statements, have provided adequate information about the
transactions carried out with related parties, to which reference
is made.
We report that these transactions are
mainly related to ordinary
business operations relating to the purchase of services included
in the A
sset Management
agreement with COIMA SGR S.p.A.
and in the agreement with COIMA REM S.r.l. for the supply by
the latter of
development & project management
services, as well as
property and facility management
.
We also report that have been entered into transactions with
related parties that have generated interest income relating to
dividends paid by funds invested by the Company during the
year 2021.
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The Board of Statutory Auditors considers the procedures in compliance
with the principles set out in the Consob Regulation and has attended,
during the year 2021, all control and risk Committees’ meeting in which
the operations were reviewed, ensuring compliance with the procedure
adopted by the Company.
Still on the subject of Related Party Transactions, the Board of Statutory
Auditors points out that for the profiles of its own competence and in
agreement with the Control and Risk Committee, in its capacity as
Committee for transactions with related parties, the College will monitor
the implementation of the procedural corpus by the Company.
3. Comments about any emphasis matter of Independent Auditors
On March 29
th
, 2022, the auditing firm EY S.p.A. has issued its Opinion
Reports on the separate and consolidated financial statements, pursuant to
Art. 14 and 16 of Legislative Decree n.39/2010, without remarks or
information references.
At the same date, EY has also released its own report on the limited
examination of the data and information contained in the Sustainability
Section of the 2021 Annual Report, without remarks or requests for
information.
4. Complaints ex art. 2408 of the Civil Code.
During the year 2021, and up to the date of the Report, no complaints
according to art. 2408 of the Civil Code are occurred.
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17
5. Presentation of claims
During the year 2021, and up to the date of the Report, no exposed to be
reported to Shareholders’ meeting are occurred.
6. Supervisory and control activities performed by the Board of Statutory
Auditors in relation to the tasks assigned to it as "Internal Control and
Auditing Committee”
Pursuant to art. 19, 1
st
paragraph, of Legislative Decree 39/2010 as
amended by Legislative Decree 135/2016, as well as Regulation (EU) No.
537, the Board of Statutory Auditors, in its role of “Internal Control
Committee and for the audit” [also “CCIRC”] conducted independent
assessments of the organizational arrangements aimed at fully
implementing the regulatory provisions aimed, in particular, at
strengthening the quality of the audit and the independence of the
statutory auditors and auditing firms, to improve market and investor
confidence in financial information.
During the year, the CCIRC maintained a continuous interaction with the
auditors, giving particular emphasis to maintaining the independence
requirement, also through constant monitoring of the activities carried
out by the auditor, with reference to both audit services (
Audit Service
)
that other services (
Non Audit Service
), previously subjected to the
assessments and the expression of an opinion by the CCIRC, in order to
exclude, among these, the presence of the services considered prohibited
by art. 5 of the aforementioned Regulation.
During the 2021 financial year, in relation to the adequacy of the
provision of services other than auditing to the audited entity, in
accordance with Article 5 of the EU Regulation, the Board of Statutory
Auditors has constantly verified and monitored independence of the
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Auditor, reserving the right to issue specific and specific opinions for any
task entrusted and falling under the
Non-Audit Service
.
In this regard, it should be noted that, also during 2021, the only
assignment comparable to different office from audit was the preparation
of a limited
review
on the accounting statements and on the Directors'
report as of September 30
th
, 2021 in order to be able to submit the
distribution of an interim dividend to the Board of Directors for approval
and the limited examination of the "sustainability" section of the annual
report, according to the criteria established by the international auditing
standard ISAE 3000 (Revised).
Please note that for the limited review of the financial statements and the
Directors' report at September 30
th
, 2021, it is not included among those
services other than auditing expressly prohibited by art. 5, paragraph 1,
of EU Regulation 537/2014, the Board of Statutory Auditors, in its
capacity as CCIRC, had already expressed on June 13
th
, 2018, its
favourable opinion, for the periods from September 30
th
, 2018 to
September 30
th
, 2024, according to the procedures provided by CONSOB
with Resolution No. 10867 of 31 July 1997 for the half-yearly report.
With regard, however, to the auditing activity, the Board, during the
numerous meetings held with the Auditor EY:
a)
has acquired information on the audits carried out by the
auditing firm, on the regular keeping of the company accounts
and on the correct reporting of operating events in the accounting
record;
b)
received from the Independent Auditor, pursuant to art. 11 of EU
Regulation no. 537/2014, the additional report for the Internal
Control and Auditing Committee, from which: i) there are no
significant deficiencies in the internal control system in relation
to the financial reporting process and / or accounting system,
such as to be considered sufficiently relevant to deserve to be
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19
brought to the attention of the CCIRC; ii) no significant issues
have been identified regarding situations of actual or presumed
non-compliance with laws and regulations or with statutory
provisions; iii) there has been no limitation to the process of
obtaining audit evidence; iv) no significant aspects related to
transactions with the related parties of the company have
emerged, such as to be communicated to the heads of
governance
activities.
c)
received from the same company, pursuant to art. 6, paragraph
2, letter a) of EU Regulation 537/2014 and pursuant to paragraph
17 of ISA Italia 260, its independence confirmation .
Furthermore, the Board of Statutory Auditors examined the reports
prepared by the Independent auditor EY S.p.A. and issued on March 29
th
,
2022 whose activity integrates the general framework of the control
functions established by the law regarding the financial reporting
process.
With regard to the opinions and certifications, the Independent Auditors,
in the Report on the financial statements, have:
–
issued an opinion stating that the financial statements of COIMA
RES give a true and fair view of the financial position of the
Company as at December 31
st
, 2021, of its financial performance
and its cash flows for the year then ended in accordance with the
International Financial Reporting Standards as adopted by the
European Union, as well as with the provisions issued pursuant
to art. 9 of Legislative Decree no. 38/05;
–
issued an opinion on the consistency, which shows that the
Business Reports attached to the financial statements for the year
ended December 31
st
, 2021 and some specific information given
in the "Corporate Governance and the Company’s Ownership
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ANNUAL REPORT 2021
20
Structures Report" provided for by art. 123-bis, paragraph 4 of
the TUF, which is the responsibility of the directors of the
Company, are prepared in compliance with the law;
–
declared, as for any significant mistakes in the Directors’ Report,
based on the knowledge and understanding of the company and
the relative context acquired during the audit, to have nothing to
report.
The Board of Statutory Auditors has stated that the Independent Auditor,
in accordance with art. 10 paragraph 2 letter c) of EU Regulation
537/2014, described the paragraph "Significant matters emerging from
the audit" of its Additional Report, the most significant assessed risks of
relevant errors, including the assessed risks of relevant errors due to
fraud. As for the identification of the Key Matters, it is noted that the same
only concern the valuation at
fair value
of the real estate portfolio. In this
regard, the Board of Statutory Auditors has been able to examine the
audit procedures in response to the Key Matters, agreeing with the audit
aimed at mitigating any risks deriving from the aspects considered
significant.
The Independent Auditors also issued the "
Report of the independent
auditors on the data and information contained in the 2021 Annual
Financial Report referred to in the paragraph "GRI Information
"" in
relation to the Sustainability Section attached to the 2021 Annual
Financial Report.
In its Report, the Independent Auditor stated that, based on its work, no
evidence has been brought to the attention of the auditors suggesting that
the Sustainability Section of Coima Res S.p.A. SIIQ for the year ended
December 31
st
, 2021 has not been drawn up, in all significant respects, in
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21
accordance with the requirements of the GRI Standards as described in
the paragraph "Methodological Note" of the Section of Sustainability.
7. Supervisory activities on the independence of external auditors
As said before, the Board of Statutory Auditors examined the report on
the independence of the external auditor, issued on March 29
th
, 2022,
pursuant to art. 6, paragraph 2, letter a) of the EU Regulation 537/2014,
and pursuant to paragraph 17 of ISA Italia 260, that does not highlight
situations which might have compromised the independence or causes
of incompatibility, pursuant to art. 10 and 17 of Legislative Decree no.
39/2010 and art. 4 and 5 of EU Regulation 537/2014.
The table below, drawn up pursuant to art. 149-duodecies of the
CONSOB Issuers Regulation (resolution No. 11971 of May 14
th
, 1999 and
subsequent amendments and additions), shows the fees relating to 2021
for auditing and other services provided by the auditing firm and by
companies belonging to its network.
(thousand Euro)
Addressee
Firm
Fee
Legal review
(*)
Parent company
EY S.p.A.
190
Legal review
(**)
Subsidiaries
EY S.p.A.
14
Review of sustainability report data
Parent company
EY S.p.A.
17
Total
221
(*)
These fees refer to the statutory audit of the consolidated financial statements, the separate financial
statements and the half-yearly consolidated financial statements
of COIMA RES SIIQ and the limited review
of the accounting prospectus as of September 30
th
, 2021, aimed at issuing the opinion for the distribution of
the interim dividend of COIMA RES SIIQ pursuant to Article 2433 bis of the Civil Code. The amount includes
the fees (expenses included) of Euro 178 thousand and the CONSOB contribution, estimated by the Company
for Euro 12 thousand
.
(**)
These fees refer to the statutory audit of the financial statements
of COIMA RES SIINQ I (expenses
included).
The fees for the Parent Company's statutory audit relate to the limited
review of the Consolidated Half-Year Financial Statements as of June 30
th
,
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ANNUAL REPORT 2021
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2021, the statutory audit of the Separate and Consolidated Annual
Financial Statements as of December 31
st
, 2021 and the limited review of
the Financial Statements as of September 30
th
, 2021, to issue the opinion
on the distribution of interim dividends pursuant to art. 2433 bis
paragraph 5 of the Civil Code.
The Board of Statutory Auditors, regarding the amounts paid to the
auditing firm and considering what has already been reported, regarding
the tasks entrusted to EY and its network by Coima Res and the Group
companies, does not consider that there are any critical aspects of the
Auditor’s independence.
8. Supervisory activities on the administrative accounting and financial
reporting process
The art. 19 of Legislative Decree No. 39/2010, in its new formulation,
establishes that the CCIRC is responsible for monitoring the financial
reporting process and presenting recommendations or proposals aimed
to guarantee its integrity .
Therefore, during the year the Board of Statutory Auditors monitored the
activities carried out by the Function of the Manager responsible for
preparing the Company's financial reports, with which he held periodic
meetings.
The Board also examined the reference model and its basic assumption is
the definition of a specific control
framework
which, in order to ensure
correct mitigation of the risks of incorrect financial reporting, is based on
principles and guidelines defined by the
Internal Control - Integrated
Framework
issued by
the Committee of Sponsoring Organizations of the
Treadway Commission
(known as CoSO) and the
Control Objectives for
Information and related Technology
(known as CobiT), considered
internationally accepted reference models.
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23
The Board of Statutory Auditors, in this regard, was able to verify the
outcome of the checks carried out, from which, in the various areas, a
situation in which it is supervised emerges, not recognizing any critical
issues or deficiencies such as to invalidate the judgment of adequacy and
effective application of the administrative accounting procedures.
Then, the Board examined the structure and content of the periodic
reports, prepared by the Manager Responsible for the Half-Year Report
and the Financial Statements, noting that the activities conducted to
assess the adequacy and effective application of the processes and
functional procedures to the financial information of COIMA RES, have
enabled to support adequately the certification required to the Chief
Executive Officer and the Company's Manager Responsible pursuant to
art. 154 bis of Legislative Decree 58/98 (Consolidated Law on Finance,
hereinafter "TUF”).
In this regard, the Board of Statutory Auditors did not find evidence of
criticality or weaknesses that could undermine the adequacy and
effective application of the administrative accounting procedures, and,
for their part, the heads of the Independent Auditors, in the periodic
meetings with the Board of Statutory Auditors, they did not report
elements that could undermine the internal control system related to the
same procedures.
9. Opinion issued pursuant to Law
No circumstances emerged during the financial year 2021 that led to the
issuance by the Board of Statutory Auditors of specific opinions.
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10. Frequency of Board of Directors’ and Board of Statutory Auditors’
meeting
During the year 2021, the Board of Statutory Auditors held no. 15
meetings of which no. 9 with the independent auditor and/or with the
control functions; it also attended no. 12 Board of Directors’ meeting, to
no. 10 Control and Risk Committee’s meeting, to no. 2 Compensation
Committee’s meetings and the only Shareholders’ meeting held during
the year. During 2022, the Board also met the Statutory Auditor in No. 2
meetings prior to the finalization of the reports accompanying the
financial statements.
11. Comments on compliance with principles of proper administration
The Board of Statutory Auditors monitored, for all aspects falling within
its competence, compliance with the principles of proper administration.
The activity of the Board of Statutory Auditors has been addressed to
review the legitimacy of Directors’ decisions and their compliance, in the
process of their formation, with criteria of equity and financial economic
rationality, according to the technique and practice suggested by the best
doctrine and best company practices.
The Company is, in the opinion of the Board of Statutory Auditors,
managed in compliance with the Law and the Articles of Association
rules.
The structure of powers and delegated powers - as designated - appear
adequate for the size and operation of the Company.
In particular, also about the Board of Directors resolution process, the
Board of Statutory Auditors assessed, even attending at the meetings, the
compliance with the Law and the Articles of Association of decisions
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25
taken by Directors and verified that the resolutions were assisted by
specific analyses and opinions prepared - if necessary - also by
consultants, regarding economic and financial fairness of transactions
and their compliance with corporate interests.
This activity of the Board of Statutory Auditors took place without merit
control on the opportunity and convenience of management decisions.
There were no comments on compliance with the principles of proper
administration.
12. Comments on the adequacy of the organizational structure
The Board of Statutory Auditors supervised, to the extent of its
competence, the adequacy of the Company's organizational structure,
through direct observations, hearings, gathering information from the
competent corporate functions and meetings with the heads of control
functions.
Considering the specific model adopted, which provides Coima SGR as
outsourcer which numerous management activities are delegated,
regulated by an “
Asset Management Agreement
”, the Board of Statutory
Auditors has monitored the suitability of the information flow structure
to ensure adequate representation of business matters.
As a whole, our reliability evaluation of the organizational structure is
that this is substantially adequate, needing a constant monitoring of the
effectiveness of the interaction between the two companies during the
year.
13. Comments on the adequacy of the internal control system
Coima Res has set up its own internal control system to maintain, in line
with the current legal and regulatory provisions: i) strategic control over
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the different areas of business in which the Company operates and the
different risks related to activities; ii) a management control to ensure the
balance between economic, financial and capital conditions; iii) technical-
operational control aimed at evaluating the various risks .
The Board of Statutory Auditors examined the adequacy of the internal
control system directly through meetings with the heads of the various
business areas, through an ongoing dialogue with the Control Functions
and attending the meetings of Control and Risk Committee, regular
meetings with the Director responsible for the internal control system
and management of risks, the Manager responsible for preparing the
Company’s financial reports and the Independent Auditors, verifying
that the system did not highlight significant problems or facts or
elements that should be reported here.
The Board of Statutory Auditors, as part of the tasks assigned, followed,
also, the various activities performed and was informed on the
implementation of business plans and results achieved, including
coordination effectiveness of the activities and information flows between
the various parties involved.
With regard to the safeguards put in place by the Company to face the
risks to which it is exposed, the Board of Statutory Auditors has
acknowledged as Coima Res, also through the establishment of specific
control functions, such as: the Risk Management Function, the Function
Compliance and the Internal Audit Function - the latter merged with each
other
-
have
adopted
adequate
risk
management
and
control
organizational requirements aimed at ensuring management based on the
efficiency and effectiveness of company processes, and guaranteeing
reliability, accuracy, reliability and timeliness of financial information as
well as the safeguarding of corporate assets, compliance with laws and
regulations, the articles of association and internal procedures.
The Company has also adopted a regulation on internal control and risk
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27
management, based on a traditional model with three levels of control :
•
“line" controls (or "first level"), carried out by the operational units,
aimed at ensuring the proper performance of operations ;
•
"second level" controls, carried out
by Risk Management
Function and
the legal department, as well as the
Compliance
function, with the
objective of ensuring, inter alia: i) the proper implementation of the
risk management process; ii) compliance with the operational limits
in place for the various functions; iii) compliance with rules,
including self-regulation, of company's operations;
•
“third level" controls, responsibility of Internal Audit function, to
identify violations of procedures and regulations as well as to
periodically assess completeness, adequacy, functionality (in terms of
efficiency and effectiveness) and reliability of the internal control
system and information system (ICT audit).
As for the organizational controls, the Board of Statutory Auditors also
took note of how the Company intends to regulate in a rigorous way the
procedures for carrying out its activities, by establishing, within the
definition of the strategic, industrial and financial plans, a specific
statutory provision in terms of risk-taking. In details:
a)
investment in a single property with urban and functional
characteristics should be limited to a maximum amount equal to 40%
of the total value of the Company's most recently approved financial
statement;
b)
rents from a single tenant - or tenants belonging to the same group -
may not exceed 40% of the total amount of the Company's rents;
c)
debt, net of cash and cash equivalents and financial receivables from
the parent company may not exceed 70% of the total assets in the last
approved financial statements.
The Board of Statutory Auditors has finally taken note of the activities
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carried out by the Supervisory Body, appointed to guarantee the
adequacy, compliance with and updating of the organization and
management model pursuant to Legislative Decree no. 231/01.
Based on the analyses and tests carried out in relation to the areas and
functions involved in internal audit activities, the Board of Statutory
Auditors assesses as substantially adequate the internal control system
adopted.
14. Comments on the adequacy of the accounting system
The Board of Statutory Auditors has regularly monitored the functioning
of the system also through meetings with the Manager responsible for
preparing the Company’s financial reports, gathering information from
the heads of the relevant corporate departments, examining company
documentation and regular analysis of the outcome of the work
performed by the Independent Auditors, including the Half-Year Report
of the Company.
With regard to the accounting information contained in the Financial
Statements and in the Consolidated Financial Statements as of December
31
st
, 2021, it is reported that the Chief Executive Officer and the Manager
responsible for preparing the Company's financial reports have
certificated, without qualification for the preparation of corporate
financial statements, as well as in relation to the Directors’ report on the
reliability of performance and management results, as well a description
of the risks and uncertainties faced by the Company and have also issued
the prescribed certification under art. 81-ter of CONSOB Regulation no.
11971/1999 and ss.mm .
From the evaluation of the accounting and administrative system there
are no facts and circumstances likely to be mentioned in this report and it
is believed that the administrative and accounting function is sufficiently
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29
structured and appropriate to address the business needs shown during
the year, both in terms of resources used and in terms of professionalism
and so it is able, therefore, to properly reflect the Company's events.
15. Comments on the adequacy of the instructions given to subsidiaries
The Board acknowledges that it has examined the instructions given by
the company to its sole investee company and to the Funds in which it
participates, and that it considers them adequate with respect to the
financial information needs of the parent company.
16. Adherence to the Corporate Governance Code
The Company has joined the standards included in the Corporate
Governance Code promoted by the Italian Stock Exchange and, on March
24
th
, 2022, approved the annual report on corporate governance and
ownership structure.
We note that:
(i)
within the Board of Directors, with an advisory and prepositive
role, operates the Control and Risk Committee; about the role,
tasks and operation, see the specific chapter dedicated in the
Corporate Governance Report;
(ii)
the Board of Directors appointed Manfredi Catella, as Director in
charge of supervising the internal control and risk management
system;
(iii)
the Company set up the Remuneration Committee; the Company
decided not to set up a Nomination Committee ;
(iv)
The Company also set up, in consideration of the business
performed, an Investment Committee.
285
ANNUAL REPORT 2021
30
With reference to the provisions contained in the Corporate Governance
Code, we believe it useful to reiterate how the Board of Statutory
Auditors, during the 2021 financial year:
-
had verified the correct application of the criteria adopted by the
Board of Directors to evaluate the independence of its non-
executive members as well as the correct application of the
relevant verification procedures. At the end of this process the
Board of Statutory Auditors did not have comments to be
reported.
-
has also assessed positively the independence of its members.
-
carried out the self-assessment on to verify its adequacy in terms of
powers, functioning and composition, considering the size,
complexity and activities carried out by the Company, also as
envisaged by the "Rules of conduct of the board of statutory
auditors of listed companies" issued by the National Board of
Accountants
and
Accounting
Experts.
The
self-assessment
provided a positive picture on the composition and functioning of
the Board of Statutory Auditors and, regarding to its size and
composition, the Board of Statutory Auditors believes that these are
adequate in relation to the covered role.
In this regard, the Board of Statutory Auditors was also able to note that
the Company has, during the financial year 2021, incorporated the
indications contained in the new Code of Corporate Governance that came
into force in the financial year.
05
SEPARATE FINANCIAL STATEMENTS AS AT DECEMBER 31
ST
, 2021
286
31
17. Closing comments regarding supervisory activity
We finally certify that there are no omissions, reprehensible facts or
irregularities to be reported to Shareholders and to Supervisory
Authorities emerged from our supervisory activities.
18. Proposals to Shareholders’ meeting
The Board of Statutory Auditors acknowledge that it has monitored the
compliance with procedural rules and law regarding the preparation of
the 2021 separate and consolidated financial statements, as well as the
respect of Directors’ duties in this matter.
The Separate and Consolidated Financial Statements of the Company
concluded by the certification issued by the Chief Executive Officer and
the Manager responsible for preparing Company’s financial reports
pursuant to art. 154 bis of the Consolidated Law of Finance and art. 81-ter
of Consob Regulation n. 11971 of May 14
th
, 1999 as amended.
The Separate and Consolidated Financial Statements of COIMA RES
S.p.A. SIIQ have been prepared in accordance with International
Financial Reporting Standards. Since the Board of Statutory Auditors is
not responsible to analyse the content of the financial statements, the
activities were limited to supervise the general definition of the financial
statements, their general compliance with the law in relation to their
preparation and structure and compliance with the mandatory template.
Based on the foregoing, no recognizing objections, we agree, for all aspects
falling within its competence, with the approval of the Separate Financial
Statements for the year 2021, together with the Directors’ Report as
presented by the Board of Directors.
Furthermore, we do not have objections on the proposal of the Board of
287
ANNUAL REPORT 2021
32
Directors regarding the allocation of the net profit of Euro 1,087,753.82.
Milan, March 29
th
, 2022
The Board of Statutory Auditors
The Chairman
Mr. Massimo Laconca
Members
Mrs Milena Livio
Mr. Marco Lori
This report has been translated into the English language only for the convenience of
International readers.
05
EPRA PERFORMANCE MEASURES
288
EPRA PERFORMANCE MEASURES – EPM
Below is a summary table showing the main EPRA (Performance Measurement - EPM) performance indicators for
2021.
EPRA Performance Measures -
EPM
Reference
December
31
st
, 2021
December
31
st
, 2021
December
31
st
, 2021
(in €/000)
(in €/share)
(in %)
IAS/IFRS Income statements
Chap.1 The Company
23,057
0.64
Consolidated statements of profit / (loss) for the
year
EPRA Earnings
Chap.5 Financial review
14,996
0.42
Chap.5 Financial review (EPRA Performance
Measures)
EPRA Net Reinstatement Value
Chap.5 Financial review
481,243
13.33
Chap.5 Financial review (EPRA Performance
Measures)
EPRA Net Tangible Assets
Chap.5 Financial review
Chap.5 Financial review (EPRA Performance
Measures)
460,514
12.75
EPRA Net Disposal Value
Chap.5 Financial review
456,150
12.63
Chap.5 Financial review (EPRA Performance
Measures)
EPRA Net Initial Yield
Chap.5 Financial review
4.5%
Chap.5 Financial review (EPRA Performance
Measures)
EPRA “topped-up” NIY
Chap.5 Financial review
5.2%
Chap.5 Financial review (EPRA Performance
Measures)
EPRA vacancy rate
Chap.5 Financial review
13.2%
Chap.5 Financial review (EPRA Performance
Measures)
EPRA cost ratio
(including direct vacancy costs)
Chap.5 Financial review
33.2%
Chap.5 Financial review (EPRA Performance
Measures)
EPRA cost ratio
(excluding direct vacancy costs)
Chap.5 Financial review
31.7%
Chap.5 Financial review (EPRA Performance
Measures)
Like for like rents
Chap.5 Financial review (EPRA Performance
Measures)
(3.4%)
Top 10 real estate investments
Chap.5 Financial review (EPRA Performance
Measures)
Top 10 tenants
Chap.5 Financial review (EPRA Performance
Measures)
Term lease contracts
Chap.5 Financial review (EPRA Performance
Measures)
Real estate portfolio: other information
Chap.1 The Company
Other information
Chap.5 Financial review (EPRA Performance
Measures)
The EPRA Performance Measures related to FY 2020 are shown in the section “Overview of the Consolidated
Financial Results” and in chapter 5 “Financial Review”.
ANNUAL REPORT 2021
289
EPRA performance indicators have been developed following discussions with a wide range of international
investors and industry players in order to standardise some reporting metrics across Europe and thus facilitate the
comparison made by investors in companies from different European jurisdictions. EPRA performance measures
are well known in the industry and those most used by investors and analysts in order to benchmark one company
over the others prior to the investment decision.
EPRA performance indicators have been developed in accordance with ESMA Guidelines/2015/1415. In particular,
it should be noted that:
§
the indicators have been developed taking into account only historical data, without considering prospective
data;
§
indicators shall not be considered as substitutes for data prepared based on IFRS standards;
§
EPRA performance indicators are not provided for in IFRS accounting policies and although they derive from
the Company’s consolidated financial statements, they are not audited;
§
the indicators shall be analyzed with the other financial information included in the consolidated financial
statements and their explanatory notes;
§
indicators, although prepared based on recommendations issued by EPRA, may not necessarily be comparable
with measures published by other issuers;
§
the indicators were adopted in a homogeneous and comparable way compared to last year.
In accordance with the recommendations of the European Securities and Markets Authority (ESMA) published in
October 2015 (ESMA Guidelines on Alternative Performance Measures), the Company has prepared a glossary for
a better understanding of the indicators and suitable reconciliations to make the construction of the indicators more
comprehensible than the numbers in the balance sheet diagrams and/or tables of notes. In the event that the value is
not directly attributable to the financial statements and/or disclosures in the notes to the financial statements,
reconciliations shall be prepared showing how this value is calculated.
05
EPRA PERFORMANCE MEASURES
290
EPRA Earnings & Earnings per Share (EPS)
(in thousands Euro)
December 31
st
, 2021
December 31
st
, 2020
Earnings per IFRS income statement
23,057
15,627
Adjustments to calculate EPRA Earnings, exclude:
(i) Changes in value of investment properties, development properties held for
investment and other interests
11,304
11,001
(ii) Profits or losses on disposal of investment properties, development properties
held for investment and other interests
(16,607)
104
(iii) Profit or losses on sales of trading properties including impairment charges in
respect of trading properties
522
73
(iv) Tax on profits or losses on disposals
-
-
(v) Negative goodwill/goodwill impairment
-
-
(vi) Changes in fair value of financial instruments and associated close-out costs
571
394
(vii) Acquisition costs on share deals and non-controlling joint venture interests
-
-
(viii) Deferred tax in respect of EPRA adjustments
-
-
(ix) Adjustments (i) to (viii) above in respect of joint ventures (unless already
included under proportional consolidation)
(5,761)
(8,225)
(x) Non-controlling interests in respect of the above
1,911
(1,423)
EPRA Earnings
14,996
17,549
Basic number of shares
36,107
36,107
EPRA Earnings per Share (EPS) - (in Euro)
0.42
0.49
Details and references:
Earnings per IFRS income statement:
consolidated statement of profit / (loss) for the year
(Profit for the Group);
(i)
Changes in value of investment properties:
consolidated statement of profit / (loss) for the year (note 9 –
Net movement in fair value
);
(ii)
Income and costs arising from the sale of the Sarca building and the subsidiaries of Deutsche Bank:
-
Euro (16,677) thousand:
consolidated statement of profit / (loss) for the year (note 5 - Income from real
estate disposals)
;
-
Euro 67 thousand: see detail below
(in thousands Euro)
December 31
st
, 2021
Ref.
Consultancies for real estate disposals
67
Other consultancies
895
Total consulting costs
962
note 6: G&A expenses
(iii)
Net depreciations of trading properties (reduction in the value of real estate shown under inventories):
note
8 – Net depreciations
;
(vi)
Changes in fair value of financial instruments and related closing costs:
-
Euro 560 thousand: Costs of early closure of financial derivatives and debts
(Sec. Directors' report -
Reclassified profit and loss statements - item non-recurring financial expenses)
;
-
Euro 11 thousand: Change in fair value of financial instruments (
note 7 – Other operating expenses
);
ANNUAL REPORT 2021
291
(ix)
Changes in the fair value of real estate investments in joint ventures, pro-quota COIMA RES:see details
below
(in thousands Euro)
December 31
st
, 2021
Ref.
Net movement in fair value of Corso Como Place
5,761
Other components of the Income Statement
709
Net income attributable to non-controlling interests
6,470
Consolidated statement of
profit/(loss) for the year
(x)
Adjustments in favour of third parties: see details below
(in thousands Euro)
December 31
st
, 2021
Minorities
Ref.
Item (i) of EPS
11,304
(1,699)
Gioiaotto, Vodafone, Microsoft
Item (ii) of EPS
(16,607)
3,613
Sarca
Item (iii) of EPS
522
-
Item (vi) of EPS
571
(3)
Sarca
Item (ix) of EPS
(5,761)
-
Total amount
(9,971)
1,911
05
EPRA PERFORMANCE MEASURES
292
EPRA NAV (Net Asset Value)
(EPRA NRV – EPRA NTA – EPRA NDV)
EPRA NET ASSET VALUE METRICS
(in €/000)
December 31
st
, 2021
December 31
st
, 2020
EPRA Net
Reinstatement
Value
EPRA Net
Tangible
Assets
EPRA Net
Disposal
Value
EPRA Net
Reinstatement
Value
EPRA Net
Tangible
Assets
EPRA Net
Disposal
Value
NAV of the Consolidated Statement of
Financial Position
458,730
458,730
458,730
445,453
445,453
445,453
i) Hybrid instruments
-
-
-
-
-
-
Diluited NAV
458,730
458,730
458,730
445,453
445,453
445,453
Include:
ii.a) Revaluations in investment properties
(if IAS 40 cost option is used)
-
-
-
-
-
-
ii.b) Real estate revaluations under
construction (IPUC) (if IAS 40 cost option
is used)
-
-
-
-
-
-
ii.c) Revaluations of other non-recurring
investments
-
-
-
-
-
-
iii) Revaluations of lease contracts held as
finance leases
-
-
-
-
-
-
iv) Revaluations trading properties
-
-
-
-
-
-
Diluited NAV
458,730
458,730
458,730
445,453
445,453
445,453
Esclude:
v) Deferred taxes in relation to Profits from
FV on property investments
0
0
-
-
vi) Fair value of financial instruments
2,081
2,081
3,099
3,099
vii) Goodwill resulting from deferred taxes
0
0
0
-
-
-
viii.a) Goodwill as per IFRS financial
statements
0
0
-
-
viii.b) Intangible assets as per IFRS
financial statements
(297)
(257)
Include:
ix) Fair value of the fixed rate debt
(2,580)
(2,614)
x) Revaluations of intangible fixed assets at
FV
0
-
xi) Tax on real estate transfers
20,432
0
18,326
-
NAV
481,243
460,514
456,150
466,878
448,295
442,839
Number of shares fully diluted
36,107
36,107
36,107
36,107
36,107
36,107
NAV per share
13.33
12.75
12.63
12.93
12.42
12.26
Composition and references:
NAV of the Consolidated Statement of Financial Position:
(Consolidated Statement of Financial Position - Total
Group shareholders' equity);
(vi)
Sum of:
-
Euro 887 thousand: value of the financial instrument issued by the Company in favor of the CEO and
key managers
(note 29 - Trade and other non-current liabilities)
;
ANNUAL REPORT 2021
293
-
Euro 1,194 thousand: change in equity in the pro-quota fair value of financial instruments;
(in thousands Euro)
December 31
st
, 2021
Ref.
Pro quota COIMA RES
Change in FV Equity Financial Instruments -
Consolidated RES
1,221
*
1,147
Change in FV Equity Financial Instruments -
Porta Nuova Bonnet
133
47
Total amount
1.194
*
Table note 23 – Shareholders' equity
(viii) Value of intangible fixed assets
(Note 15 - Intangible assets);
(ix)
Change in the fair value of financial payables recognized at amortized cost;
Bank borrowings
(in thousands Euro)
Book value
Ref.
FV debts
% owned
Pro-quota
book value
Pro-quota
FV
Var.
COIMA RES – Non-current debts
98,795
*
98,927
100%
98,795
98,927
(132)
COIMA RES – Current debts
5,000
*
5,000
100%
5,000
5,000
-
COIMA CORE VIII
126,678
*
128,850
50.00%
63,339
64,425
(1,086)
COIMA CORE VI
48,024
*
48,133
88.17%
42,345
42,441
(96)
Feltrinelli Porta Volta
21,810
*
22,678
83.51%
18,215
18,939
(725)
Fondo Porta Nuova Bonnet
85,524
87,040
35.71%
30,544
31,085
(541)
Total amount
385,831
390,628
258,238
260,817
(2,580)
*
Table note 24 - Bank borrowings
(xi)
Gross value adjustment of assets as provided by the independent expert - value before any deduction of
purchasers' costs (pro- share difference between gross and net market value - see table below).
Real estate investments
(in thousands Euro)
Gross
Market
Value
Net Market
Value
Ref.
% owned
Pro-quota
Gross
Market
Value
Pro-quota
Net Market
Value
Var.
Toqueville
63,653
61,500
*
100%
63,653
61,500
2,153
Pavilion
76,590
74,000
*
100%
76,590
74,000
2,590
Monte Rosa
64,791
62,600
*
100%
64,791
62,600
2,191
Deutsche Bank
56,176
54,540
*
100%
56,176
54,540
1,636
Gioiaotto (Offices)
57,146
55,500
*
88.17%
50,388
48,937
1,451
Gioiaotto (Tourism and leisure)
29,654
28,800
*
88.17%
26,147
25,394
753
Vodafone
212,500
206,300
*
50.00%
106,250
103,150
3,100
Feltrinelli
105,140
102,080
*
83.51%
87,807
85,251
2,556
Deruta
43,263
41,800
*
100%
43,263
41,800
1,463
Corso Como Place
244,110
237,000
**
35.71%
87,181
84,642
2,539
Total amount
20,432
*
Table note 14 - Real estate investments; 20 - inventories
**
Report of Independent Expert
05
EPRA PERFORMANCE MEASURES
294
EPRA NIY and EPRA topped-up NIY
EPRA Net Initial Yield (NYI) and "Topped-up"
December 31
st
, 2021
December 31
st
, 2020
Investment property – wholly owned
294,440
303,779
Investment property (share of JVs/Funds)
347,375
384,526
Trading property (including those partially owned)
-
-
Developments
-
(75,250)
Total market value of the properties in portfolio
641,815
613,055
Allowance for estimated purchasers’ costs
-
-
Gross up completed property portfolio valuation (B)
641,815
613,055
Annualised cash passing rental income
32,905
34,927
Property outgoings
(3,769)
(3,767)
Annualised net rents (A)
29,137
31,161
Notional rent expiration of free rent periods or other lease incentives
4,008
1,613
Topped-up net annualized rent (C)
33,145
32,774
EPRA Net Initial Yield (NYI) (A/B)
4.5%
5.1%
EPRA "Topped-up" Net Initial Yield (NYI) (C/B)
5.2%
5.3%
The investment property and the gross and net annualized rents are calculated on the percentage of ownership for
each property.
The market value of the fully owned portfolio and the market value of the partially owned portfolio (share of
JVs/Funds) is thus calculated:
Real estate investments
(in thousands Euro)
Gross Market
Value
Net Market
Value
Ref.
% owned
Gross Market
Value
pro-quota
Net Market
Value
pro-quota
Toqueville
63,653
61,500
*
100%
63,653
61,500
Pavilion
76,590
74,000
*
100%
76,590
74,000
Monte Rosa
64,791
62,600
*
100%
64,791
62,600
Deutsche Bank
56,176
54,540
*
100%
56,176
54,540
Deruta
43,263
41,800
*
100%
43,263
41,800
Value of the fully owned portfolio
304,473
294,440
304,473
294,440
Gioiaotto (Offices)
57,146
55,500
*
88.17%
50,388
48,937
Gioiaotto (Tourism and leisure)
29,654
28,800
*
88.17%
26,147
25,394
Vodafone
212,500
206,300
*
50.00%
106,250
103,150
Microsoft
105,140
102,080
*
83.51%
87,807
85,251
Corso Como Place
244,110
237,000
**
35.71%
87,181
84,642
Market value of the partially owned
portfolio (share of jvs/Funds)
648,550
629,680
357,774
347,375
Market value of the total portfolio
953,023
924,120
662,247
641,815
*
Table note 14 - Real estate investments; 20 - inventories
**
Report of Independent Expert
ANNUAL REPORT 2021
295
Real estate investments
(in thousands Euro)
Initial gross
rent
pro-quota
Stabilized
gross rent
pro-quota
Increases
for changes
in
stabilized
rents and
other
temporary
incentives
to tenants
pro-quota
Initial non-
recoverable
real estate
expenses
pro-quota
Stabilized
non-
recoverable
real estate
expenses
pro-quota
Annualized
net rental
income
pro-quota
Annualized
"Topped-up"
net rental
income
pro-quota
Deutsche Bank branches
3,876
4,296
420
(713)
(722)
3,163
3,574
Vodafone
7,062
7,062
-
(527)
(527)
6,535
6,535
Gioiaotto
3,544
4,016
472
(374)
(384)
3,170
3,632
Corso Como Place
807
3,767
2,960
(312)
(371)
495
3,395
Deruta
3,639
3,639
-
(328)
(328)
3,311
3,311
Monte Rosa
1,859
1,859
-
(658)
(658)
1,201
1,201
Tocqueville
5,002
5,002
-
(392)
(392)
4,610
4,610
Pavilion
3,525
3,525
-
(171)
(171)
3,354
3,354
Microsoft
3,592
3,826
234
(293)
(293)
3,298
3,532
Total amount
32,905
36,991
4,085
(3,769)
(3,846)
29,137
33,145
EPRA vacancy rate
EPRA Vacancy rate
December 31
st
, 2021
December 31
st
, 2020
Estimated Rental Value of vacant space
(A)
5,336
907
Estimated rental value of the whole portfolio
(B)
40,541
37,011
EPRA Vacancy Rate (A/B)
13.2%
2.5%
EPRA Vacancy Rate is mainly attributable to Monte Rosa, the Deutsche Bank portfolio (due to the vacant spaces
of 3 branches), and Corso Como Place. The estimated fees are calculated on a pro-quota basis.
Below is the detail of the EPRA Vacancy Rate in terms of i) rents estimated on the vacant spaces and ii) rents
estimated on the total portfolio. Please note that these rental incomes are indicated by the Independent Expert:
Real estate investments
(in thousands Euro)
Estimated
rents
Estimated
rents on
vacant spaces
% owned
Estimated rents
pro-quota
Estimated rents
on vacant
spaces
pro-quota
EPRA Vacancy
Rate
Deutsche Bank branches
3,396
215
100.0%
3,396
215
6.3%
Vodafone
11,768
-
50.0%
5,884
-
0.0%
Gioiaotto
4,596
8
88.2%
4,053
7
0.2%
Corso Como Place
10,794
524
35.7%
3,855
187
4.9%
Deruta
3,997
-
100.0%
3,997
-
0.0%
Monte Rosa
6,928
4,928
100.0%
6,928
4,928
71.1%
Tocqueville
4,958
-
100.0%
4,958
-
0.0%
Pavilion
3,584
-
100.0%
3,584
-
0.0%
Microsoft
4,651
-
83.5%
3,884
-
0.0%
Total amount
54,674
5,674
40,541
5,336
13.2%
05
EPRA PERFORMANCE MEASURES
296
Like-for-like rents
(in thousands Euro)
Offices
Bank Branches
Others
Assets sold in
2021
Total amount
Rents 2020
34,588
4,220
1,568
4,042
44,418
Rents related to assets sold in 2020
-
(218)
-
-
(218)
Rents related to assets sold in 2021
-
-
-
(4,042)
(4,042)
Like-for-like rents 2020 (B)
34,588
4,002
1,568
-
40,158
New leasing in 2021
16
-
22
-
38
Withdraw in 2021
(1,661)
-
(275)
-
(1,936)
Renegotiations
578
-
-
-
578
Inflation
124
-
1
-
125
Others
22
(278)
103
-
(153)
Like-for-like rents 2021 (A)
33,667
3,724
1,419
-
38,810
Rents related to assets sold in 2020
-
-
-
-
-
Rents related to assets sold in 2021
-
-
-
2,438
2,438
Rents 2021
33,667
3,724
1,419
2,438
41,248
Like-for-like (A) - (B)
(921)
(278)
(149)
-
(1,348)
Like-for-like (%)
(2.7%)
(6.9%)
(9.5%)
-
(3.4%)
(in thousands Euro)
Milan
Rome
Others
Assets sold in
2021
Total amount
Rents 2019
36,679
401
3,296
4,042
44,418
Rents related to assets sold in 2020
(154)
-
(64)
-
(218)
Rents related to assets sold in 2021
-
-
-
(4,042)
(4,042)
Like-for-like rents 2020 (B)
36,525
401
3,133
-
40,158
New leasing in 2021
38
-
-
-
38
Withdraw in 2021
(1,936)
-
-
-
(1,936)
Renegotiations
578
-
-
-
578
Inflation
125
-
-
-
125
Others
125
-
(278)
-
(153)
Like-for-like rents 2021 (A)
35,455
401
2,955
-
38,810
Rents related to assets sold in 2020
-
-
-
-
-
Rents related to assets sold in 2021
-
-
-
2,438
2,438
Rents 2021
35,455
401
2,955
2,438
41,248
Like-for-like (A) - (B)
(1,070)
-
(278)
-
(1,348)
Like-for-like (%)
(0.3%)
0.0%
(8.6%)
-
(3.4%)
The table shows the reconciliation of the rents recorded in 2021 and 2020 with the rents calculated on a like-for-
like basis on the portfolio
12
, excluding Sarca and the bank branches sold in the period in question.
The reduction in rents is mainly characterised by the release of office space in Monte Rosa by the owner
PricewaterhouseCoopers and the closure of the lease with Microsoft for the use of the retail spaces of the Feltrinelli
building, both in the first quarter of 2021. This decrease is partly offset by the increase in rents on a like-for-like
basis resulting from the amendment to Sisal’s lease agreement which postpones the contract’s expiry to March 31
st
,
2022, against an increase in the gross rent for the last quarter.
12
The real estate investment portfolio includes Vodafone (Euro 206.3 million), Monte Rosa, Tocqueville and Pavilion (Euro 198.1 million), Deruta
(Euro 41.8 million), Gioiaotto (Euro 84.3 million), Microsoft (Euro 102.1 million) and the Deutsche Bank branches (Euro 52.4 million).
ANNUAL REPORT 2021
297
EPRA Cost ratios
(in thousands Euro)
December 31
st
, 2021
December 31
st
, 2020
Include:
(i) Administrative/operating expense line per IFRS income statement
General and administration expenses
12,821
12,461
Personnel costs
1,694
1,737
Other costs
4,086
4,106
(ii) Net service charge costs/fees
-
-
(iii) Management fees less actual/estimated profit element
-
-
(iv) Other operating income/recharges intended to cover overhead expenses
less any related profits
(4,934)
(5,620)
(v) Share of Joint Ventures expenses
764
1,059
Exclude:
(vi) Investment property depreciation
-
(vii) Ground rent costs
-
(viii) Service charge costs recovered through rents but not separately invoiced
-
EPRA Costs (including direct vacancy costs) (A)
14,431
13,744
(ix) Direct vacancy costs
(641)
(1,040)
EPRA Costs (excluding direct vacancy costs) (B)
13,790
12,703
(x) Gross rental income less ground rent costs
41,248
44,418
(xi) Service fee and service charge costs components of gross rental income (if
relevant)
-
-
(xii) Share of Joint Ventures (Gross Rental Income less ground rent costs)
2,188
588
Gross Rental Income (C)
43,436
45,006
EPRA Cost Ratio (including direct vacancy costs) (A/C)
33.2%
30.5%
EPRA Cost Ratio (excluding direct vacancy costs) (B/C)
31.7%
28.2%
Composition and references:
(i)
Administrative and operating expenses and (iv) recharges;
Amount of:
-
Euro 4,556 thousand: Net real estate operating expenses
(Consolidated Statement of Profit/(Loss) for
the year)
-
Euro 8,801 thousand: G&A expenses
(Consolidated Statement of Profit/(Loss) for the year)
-
Euro 310 thousand: Other operating expenses
(Consolidated Statement of Profit/(Loss) for the year)
(v)
Portion of the real estate costs of the Porta Nuova Bonnet Fund, recognized under investments accounted
for using the equity method (see details below);
(in thousands Euro)
December 31
st
, 2021
Real estate expenses Fondo Porta Nuova Bonnet
2,148
Recharges of Fondo Porta Nuova Bonnet
(8)
% owned
35.71%
Total amount
764
05
EPRA PERFORMANCE MEASURES
298
(ix)
Direct costs on the part of the real estate portfolio not leased;
(in thousands Euro)
Costs of spaces not leased
% owned
Costs of spaces not leased
pro-quota
COIMA CORE FUND IV
86
100%
86
COIMA RES SIIQ
501
100%
501
PORTA NUOVA BONNET
152
35.71%
54
Total amount
641
(x)
Rental income
(Consolidated Statement of Profit/(Loss) for the year)
;
(xii)
Portion of the real estate income of Porta Nuova Bonnet Fund, recognized under investments accounted for
using the equity method.
(in thousands Euro)
December 31
st
, 2021
Rents of Porta Nuova Bonnet fund
6,126
% owned
35.71%
Total amount
2,188
The costs incurred are capitalised on the carrying value of the investment property when it is probable that they will
generate future economic benefits and their cost can be measured reliably. Other maintenance and repair costs are
expensed as incurred. As of December 31
st
, 2021, there are no capitalised operating expenses and overheads on the
value of property.
ANNUAL REPORT 2021
299
Top 10 real estate investments
#
City
Address
Type of asset
Legal title to
availability
Surfaces
Portfolio
% owned
Acquisition date
Year of
redevelop
. /
refurbish
.
completion
activities
EPRA
Vacancy rate
1
Milan
Via Lorenteggio
240
Office
Fully owned
42,039
Vodafone
complex
50%
Jun-16
n.a.
0%
2
Milan
Viale Pasubio 21
Office
Fully owned
10,817
Microsoft
84%
Sep-19
n.a.
0%
3
Milan
Via Bonnet 6A-
8A-10A
Office/
Retail
Fully owned
23,565
Corso Como
Place
36%
Dec-16
2021
5%
4
Milan
Via Melchiorre
Gioia 6-8
Office
Fully owned
14,545
Gioia 6-8
88%
Jul -16
n.a.
0%
5
Milan
Piazza Gae
Aulenti 10
Office
Fully owned
3,578
Pavilion
100%
Nov-18
n.a.
0%
6
Milan
Via Monte Rosa
93
Office
Fully owned
27,565
Monte Rosa
100%
Oct-17
n.a.
71%
7
Milan
Via Tocqueville
13
Office
Fully owned
9,950
Tocqueville
100%
Jul-18
n.a.
0%
8
Milan
Via Deruta 19
Office
Fully owned
27,565
Deruta
100%
Jan-17
n.a.
0%
9
Rome
Piazza Ss.
Apostoli 70
Bank
branch
Fully owned
826
DB Portfolio
100%
May-16
n.a.
0%
10
Turin
Via
Arcivescovado 7
Bank
branch
Fully owned
2,834
DB Portfolio
100%
May-16
n.a.
0%
The surfaces are indicated by the independent expert in the assessment document.
The EPRA vacancy rate is as follows:
Real estate investments
(in thousands Euro)
Estimated
rents
Estimated
rents on
vacant spaces
% owned
Estimated rents
pro-quota
Estimated rents
on vacant
spaces
pro-quota
EPRA Vacancy
Rate
Vodafone
11,768
-
50.0%
5,884
-
0.0%
Microsoft
4,651
-
83.5%
3,884
-
0.0%
Corso Como Place
10,794
524
35.7%
3,855
187
4.9%
Gioiaotto
4,596
8
88.2%
4,053
7
0.2%
Pavilion
3,584
-
100.0%
3,584
-
0.0%
Monte Rosa
6,928
4,928
100.0%
6,928
4,928
71.1%
Tocqueville
4,958
-
100.0%
4,958
-
0.0%
Deruta
3,997
-
100.0%
3,997
-
0.0%
Piazza Ss. Apostoli 70
382
-
100.0%
382
-
0.0%
Via Arcivescovado 7
298
-
100.0%
298
-
0.0%
05
EPRA PERFORMANCE MEASURES
300
Top 10 tenants
(
13
)
#
Rank top 10 tenant
%
1
Vodafone
19%
2
Sisal
13%
3
Deutsche Bank
10%
4
Microsoft
10%
5
BNL
10%
6
IBM
10%
7
Accenture
7%
8
Techint
5%
9
NH Hotels
4%
10
Bernoni Grant Thornton
2%
Real estate portfolio: term lease contracts
(
14
)
Properties
WALT
Maturity bands in the first contractual deadline (%
on the amount of annualized rent stabilized)
Total %
Total €/000
1 year
1-2 year
3-5 year
> 5 year
Portafoglio DB
5.2
0%
0%
90%
10%
100%
4,296
Vodafone
5.1
0%
0%
0%
100%
100%
7,062
Gioia 6-8
4.0
0%
14%
58%
28%
100%
4,016
Corso Como Place
8.1
0%
1%
1%
98%
100%
3,767
Deruta
0.4
100%
0%
0%
0%
100%
3,639
Monte Rosa
4.8
0%
0%
100%
0%
100%
1,859
Tocqueville
0.5
95%
0%
5%
0%
100%
5,002
Pavilion
6.1
0%
0%
0%
100%
100%
3,525
Microsoft
2.5
0%
94%
0%
6%
100%
3,826
Totale
4.0
23%
11%
23%
43%
100%
36,991
13
Calculated on stabilized rents on pro-quota basis.
14
Calculated on pro-quota basis.
ANNUAL REPORT 2021
301
Real estate portfolio: other information
(
15
)
Properties
Acquisition
date
NRA
Market Value
(€/000)
Initial gross
rent
(€/000)
Initial
gross
rent
(€/mq)
(16)
Gross
stabilized
rent
(€/000)
ERV
Reversion
(%)
Portfolio of
bank branches
May 16
26,776
54,540
3,876
145
4,296
3,396
(21%)
Vodafone
Jun-16
42,039
103,150
7,062
336
7,062
5,884
(17%)
Gioia
Jul-16
14,545
74,331
3,544
276
4,016
4,053
1%
Corso Como
Place
Dec-16
23,571
84,643
807
n.m.
3,767
3,855
2%
Deruta
Jan-17
27,565
41,800
3,639
132
3,639
3,997
10%
Monte Rosa
Oct-17
26,832
62,600
1,859
n.m.
1,859
6,928
273%
17
Tocqueville
Jul-18
9,950
61,500
5,002
503
5,002
4,958
(1%)
Pavilion
Nov-18
3,578
74,000
3,525
985
3,525
3,584
2%
Microsoft
Sept-19
10,817
85,251
3,592
398
3,826
3,884
2%
Total
185,673
641,815
32,905
235
36,991
40.541
9.6%
15
Values of appraisal, rents and ERV calculated on pro-quota basis.
16
Calculated on rents and areas accounted for at 100%.
17
The property currently has an EPRA vacancy rate of 71%.
05
EPRA PERFORMANCE MEASURES
302
Development portfolio
Development /
refurbishment
assets
City
NRA
% owned
Cost to date
Estimated capex
Estimated rental
value at
completion of the
development
Breakdown of
lettable area
accordingly to
regions
Breakdown of
lettable area
accordingly to
usage
Expected date of
completion
Status
n.a.
n.a.
n.a.
n.a.
n.a.
n.a.
n.a.
n.a.
n.a.
n.a.
n.a.
Development /
refurbishment assets
Net book value as of the
report date
Methods of accounting
Fair value as of the
report date
Last evaluation report '
date
n.a.
n.a.
n.a.
n.a.
n.a.
As of December 31
st
, 2021, portfolio does not include development/refurbishment assets.
ANNUAL REPORT 2021
303
Capital expenditure
2021
2020
Group
(excluding
Joint
ventures)
Joint
Ventures
(pro-quota)
Total Group
Group
(excluding
Joint
ventures)
Joint
Ventures
(pro-quota)
Total Group
Acquisitions
-
-
-
-
-
-
Development
-
3,631
3,631
-
7,366
7,366
Real estate investment
2,928
-
2,928
1,459
-
1,459
Rental area increase
-
-
-
-
-
-
Rental area non-increase
2,928
-
2,928
1,459
-
1,459
Tenant incentives
-
-
-
-
-
-
Other types of unallocated expenses
-
-
-
-
-
-
Capitalized interest (if applicable)
-
-
-
-
526
526
Total Capex
2,928
3,631
6,559
1,459
7,892
9,351
Conversion from competence to cash
-
-
-
-
-
-
Total Capex cash
2,928
3,631
6,559
1,459
7,892
9,351
There are no acquisitions in 2021, as was in 2020.
The value shown in the Joint Ventures column is referred to the Corso Como Place property’s capex, which in 2021
amounts to Euro 3,631 thousand.
The value of the capex that are among the Real Estate Investments mainly includes the Monte Rosa costs for Euro
1,771 thousand, Tocqueville costs for Euro 605 thousand and Microsoft costs for Euro 536 thousand.
The values inserted in “Real Estate Investment” and “Development” are located in Milan.
05
ANNEXES
304
ANNEXES
FFO RECONCILIATION
(Thousand Euro)
December 31
st
, 2021
December 31
st
, 2020
+
Rent income
41,248
44,418
-
Property expenses not recharged to tenants
(4,556)
(4,074)
Net rents after incentives
36,692
40,344
+
Other income
16,677
(100)
-
Other costs for raw materials and services (G&A)
(7,107)
(6,934)
-
Personnel costs
(1,694)
(1,737)
-
Other operating expenses
(310)
(165)
+/-
Adjustments
11
122
EBITDA
44,268
31,530
+
Interest income
3
1,236
-
Interest expenses
(8,393)
(8,304)
FFO
35,878
24,462
+
Non-recurring general expenses
913
957
-
Non-recurring income
(16,677)
(1,234)
Recurring FFO
20,114
24,185
General expenses and non-recurring revenues mainly relate to the costs incurred for the early closure of deductions
and loans and revenues deriving from sales made during the period.
ANNUAL REPORT 2021
305
GLOSSARY
Definition
Accounting Period
Accounting period means each successive period of 12 calendar months each of which starts
on 1 January and ends at midnight on December 31
st
in each year.
ALM
Asset Liabilities Management is the practice of managing risks stemming from mismatches
between assets and liabilities. The process is a mix between risk management and strategic
planning.
Asset Management Agreement
The agreement entered into on October 15
th
, 2015, by and between COIMA RES and COIMA
SGR and modified on November 15
th
, 2015.
Bad Leaver
The revocation of the director in the presence of a serious, wilful or negligent non-fulfilment
by the director himself of legal or statutory obligations which is also capable of irreparably
compromising the relationship of trust between the director and the Company and which does
not therefore allow the continuation, even provisionally, of the administrative relationship.
Bonnet or Corso Como Place
The property located in Milan, in via Bonnet, held through the Porta Nuova Bonnet
investment (35.7%).
Break Option
The right of the tenant to withdraw from the lease agreement.
CBD
Central Business District, which is the area where the prime office market is mainly located.
CBRE
CBRE Valuation S.p.A., with registered office in Milan, Via del Lauro, 5/6.
CO - Investment 2SCS
A subsidiary owned indirectly via MHREC Real Estate S.à.r.l., which owns 33.33% of the
units.
COIMA CORE FUND IV
Fund in which the Company owns 100% of the shares.
COIMA CORE FUND VI (ex “MHREC”)
Fund of which the Company owns about 88.2% of the shares.
COIMA CORE FUND VIII
COIMA CORE FUND VIII, set up on May 29
th
, 2019, of which the company owns 50% of
the capital stock.
COIMA OPPORTUNITY FUND I or COF I
Fund of which COIMA CORE FUND VI acquired 88.8% of the shares on September 30
th
,
2019.
COIMA RES SIINQ I
COIMA RES S.p.A. SIINQ I, of which COIMA RES owns 100% of the capital stock.
COIMA RES SPA SIIQ
COIMA RES S.p.A. SIIQ with registered office in Milan, Piazza Gae Aulenti n. 12, Milan
Company Register and VAT no. 09126500967.
COIMA REM S.r.l. (previously COIMA
S.r.l.)
COIMA REM S.r.l., with registered office in Milan, Piazza Gae Aulenti no.12.
COIMA SGR
COIMA SGR S.p.A., with registered office in Milan, Piazza Gae Aulenti no.12.
Consortium Lorenteggio Village
Consortium Lorenteggio Village, established on January 25
th
, 2018, of which the Company
owns 34.6% of the shares.
Consortium Porta Nuova Garibaldi
Consortium Porta Nuova Garibaldi, of which COIMA RES owns about 4%.
Core
The
core
assets are characterized mainly by high liquidity and low risk. This type of property
is located in strategic areas and is intended to be held in the portfolio on a long-term basis so
as to fortify the company’s risk-return profile.
Core plus
The
core plus
assets are similar to the
core
category, except that some investments may
exhibit enhancement potential (such as partially vacant areas or tenancies with short term
expiries). For this type of risk, the profile is considered medium-low.
Coupon
The value accrued on the Financial Instrument.
Deruta 19 or Deruta
Deruta is the property complex located in Milan, Via Deruta 19, acquired on January 16
th
,
2017, by COIMA RES SIINQ I.
Deutsche Bank Portfolio
The bank branches of COIMA CORE FUND IV, leased to Deutsche Bank.
Earnings per share
Earnings per share is calculated as the ratio of earnings to the number of shares.
EBITDA
Earnings before Interest, Taxes, Depreciation & Amortisation, is the most widely used
measure of a company's operating performance as it isolates operating earnings, excluding
the effects of capital structure, taxes or depreciation regime. EBITDA is a proxy for the
operating cash flow that the company is able to generate.
05
ANNEXES
306
EPRA Cost Ratio
Calculated as administrative & operating costs (including & excluding costs of direct
vacancy) divided by gross rental income.
EPRA Earnings
Recurring earnings from core operational activities. EPRA Earnings is a key measure of a
company’s operational performance and represents the net income generated from the
operational activities.
EPRA Net Initial Yield
Calculated as Net Initial Rent divided by the gross market value of the property.
EPRA Net Disposal Value
Represents the shareholders’ value under a disposal scenario, where deferred tax, financial
instruments and certain other adjustments are calculated to the full extent of their liability,
including tax exposure not reflected in the balance sheet, net of any resulting tax.
EPRA Net Reinstatement Value
The objective of this measure is to highlight the value of net assets on a long-term basis.
Assets and liabilities that are not expected to crystallise in normal circumstances such as the
fair value movements on financial derivatives and deferred taxes on property valuation
surpluses are therefore excluded. Since the aim of the metric is to also reflect what would be
needed to recreate the company through the investment markets based on its current capital
and financing structure, related costs such as real estate transfer taxes should be included.
EPRA Net Tangible Asset
Assumes that entities buy and sell assets, thereby crystallising certain levels of unavoidable
deferred tax.
EPRA topped up Net Initial Yield
Calculated as Net Stabilised Rent divided by the gross market value of the property.
EPRA Vacancy Rate
Estimated Market Rental Value (ERV) of vacant space divided by ERV of the whole
portfolio.
Feltrinelli Porta Volta
Fund in which the Company indirectly owns about 83.5% of the shares.
FFO
Funds From Operations calculated as Core Business EBITDA less net interest expense. The
FFO is the most used indicator to evaluate the performance of a REIT
Gioiaotto
Gioiaotto is the property located in Milan, in Melchiorre Gioia 6-8, held by the Fund CCFVI
(ex MHREC Fund).
Good Leaver
This refers to the hypotheses of: (i) failure to appoint the Director within the terms and
conditions all provided for in the agreement stipulated and / or failure to confirm / ratify the
same after the start of the negotiation of the Shares on the MTA; or (ii) termination of the
office of Director on the occurrence of one of the hypotheses of termination of the Asset
Management Agreement indicated in art. 5.3, points (i), (iii) and (iv) of this Asset
Management Agreement; or (iii) failure to renew the office of Director for a further three
years at the natural expiry of the first three-year term and, subsequently, at the natural expiry
of the second three-year term; or (iv) non-acceptance by the Director of the proposal for the
renewal of the appointment under conditions that are worse than those applied in the previous
three years; or (v) revocation of the Director in the absence of a bad leaver hypothesis; (vi)
resignation from office by the Director in the presence of a just cause for resignation; or (vii)
death of the Director (in which case the compensation will be paid to the entitled persons).
Good Secondary location
High quality properties located in central or peripheral areas of primary cities.
Gross Expected Stabilised Yield
Calculated as Expected Gross Stabilised Rent divided by the gross market value of the
property.
Gross Expected Stabilised Rent
The index is equal to the stabilized gross rent adjusted for incentives related to active
management actions.
Gross Initial Rent
Annualised rents being received as at a certain date considering lease incentives such as rent-
free periods, discounted rent periods and step rents.
Gross Initial Yield
Calculated as Gross Initial Rent divided by the gross market value of the property.
Gross Stabilised Rent
Annualised rents being received as at a certain date adjusted for unexpired lease incentives.
The adjustment includes the annualised cash rent that will apply at the expiry of the lease
incentive.
Gross Stabilised Yield
Calculated as Gross Stabilised Rent divided by the gross market value of the property.
Infrastrutture Garibaldi - Repubblica
Infrastrutture Garibaldi – Repubblica, of which the Company owns about 2%.
Interest Coverage Ratios
Ratio between the NOI and interest expense.
Key managers
Manfredi Catella, Matteo Ravà and Gabriele Bonfiglioli
ANNUAL REPORT 2021
307
LEED Certification
Building efficiency certification issued by the U.S. Green Building Council.
MHREC S.à.r.l.
MHREC Real Estate S.à.r.l., subsidiary of COIMA CORE FUND VI (ex “MHREC”).
Microsoft
Microsoft is the building located in Milan, Viale Pasubio 21 owned by Feltrinelli Porta Volta.
Monte Rosa
Monte Rosa is the property complex located in Milan, Via Monte Rosa 93, acquired on
October 24
th
, 2017 by COIMA RES.
Net Expected Stabilised Rent
Corresponds to Expected Gross Stabilised Rent for the period less, service charge expenses
and other non-recoverable property operating expenses such as insurance, real estate taxes,
marketing and other vacant property costs.
Net Expected Stabilised Yield
Calculated as Expected Net Stabilised Rent divided by the gross market value of the property.
Net Initial Rent
Corresponds to gross initial rent for the period less service charge expenses and other non-
recoverable property operating expenses such as insurance, real estate taxes, marketing and
other vacant property costs.
Net Liquidity
Net Liquidity or Net Financial Position is the effective Net Debt of the Company.
Net Stabilised Rent
Corresponds to Gross Stabilised Rent for the period less service charge expenses and other
non-recoverable property operating expenses such as insurance, real estate taxes, marketing
and other vacant property costs.
Pavilion
Pavilion is the property complex located in Milan, Piazza Gae Aulenti 10, acquired on
November 23
rd
, 2018 by COIMA RES.
Porta Nuova Bonnet
Fund established on October 20
th
, 2016, of which COIMA RES owns 35.7%.
Pro-quota
The information presented on a “pro-quota” basis is calculated considering the effective
ownership by COIMA RES of the different real estate assets, an approach similar to the
proportional consolidation.
Promote Fee
Performance fee payable by COIMA RES to SGR, related to the Asset Management
Agreement.
Qatar Holding
Qatar Holding LLC, with headquarters in Doha, Qatar, Q-Tel Tower, PO Box 23224,
authorized by the QFC Authority with license no. 00004, wholly owned by Qatar Investment
Authority, a sovereign fund of the State of Qatar. Qatar Holding LLC carries out, in particular,
support activities to the Qatar Investment Authority with regard to the development,
investment and management of the funds of the State of Qatar, though, in particular, the
evaluation, sale and management of forms of investment of any kind nature, carrying out any
functional activity for this purpose.
Recurring FFO
Calculated as FFO adjusted to exclude non-recurring income and include non-recurring
expenses.
Sarca (o Philips)
Sarca is the building located in Milan, Viale Sarca 235, sold on August 5
th
, 2021, by COF I.
Shareholder Return
Shareholder Return means, in respect of each Accounting Period, the sum of (a) the change
in the EPRA NAV of the Company during such year less the net proceeds of any issues of
ordinary shares during such year; and (b) the total dividends (or any other form of
remuneration or distribution to the shareholders) that are paid in such year.
Shareholder Return Outperformance
The amount in euros for which the Shareholders Return is higher than a level that would have
produced a specific Shareholder Return.
SIINQ
Unlisted real estate investment company regulated by article 1, paragraph 125 of the Finance
Act 2007.
SIIQ
Listed real estate investment company regulated by article 1, paragraphs 119-141-bis of the
Finance Act 2007.
Tocqueville
Tocqueville is the property located in Milan, Via A. Tocqueville, acquired on July 27
th
, 2018,
by COIMA RES.
Weighted Average Debt Maturity
It is the length of time the principal of a debt issue is expected to be outstanding. The average
life is an average period before a debt is repaid through amortisation or sinking fund
payments.
Value-add
This type of assets includes properties undergoing redevelopment and refurbishment, usually
vacant or with high rate of vacancy. Compared to the core category, value added real estate
has a medium-high risk profile and is expected to generate returns through real estate value
appreciation over time.
05
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308
CERTIFICATE FOR FINANCIAL
STATEMENT
In respect of:
Fair Value of the buildings belonging to Portfolio owned by COIMA RES SPA. SIIQ
(
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On behalf of:
COIMA RES S.p.A. SIIQ
Piazza Gae Aulenti, 12
20124 - Milano
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1
INDEPENDENT APPRAISERS’ REPORTS
ANNUAL REPORT 2021
309
C
Legal Notice and Disclaimer
This valuation report (the “Report”) has been prepared by CBRE Valuation S.p.A. (“CBRE”) exclusively for COIMA
RES SPA SIIQ (the “Client”) in accordance with the terms of engagement entered into between CBRE and the
client dated 11 June 2020 (“the Instruction”). The Report is confidential to the Client and any other Addressees
named herein and the Client and the Addressees may not disclose the Report unless expressly permitted to do
so under the Instruction.
Where CBRE has expressly agreed (by way of a reliance letter) that persons other than the Client or the
Addressees can rely upon the Report (a “Relying Party” or “Relying Parties”) then CBRE shall have no greater
liability to any Relying Party than it would have if such party had been named as a joint client under the
Instruction.
CBRE’s maximum aggregate liability to the Client, Addressees and to any Relying Parties howsoever arising
under, in connection with or pursuant to this Report and/or the Instruction together, whether in contract, tort,
negligence or otherwise shall not exceed the lower of:
(i) 25% of the value of the property to which the Instruction relates (as at the valuation date); or
(ii) €10 million (10,000,000.00 Euro).
Subject to the terms of the Instruction, CBRE shall not be liable for any indirect, special or consequential loss or
damage howsoever caused, whether in contract, tort, negligence or otherwise, arising from or in connection with
this Report. Nothing in this Report shall exclude liability which cannot be excluded by law.
If you are neither the Client, an Addressee nor a Relying Party then you are viewing this Report on a non-reliance
basis and for informational purposes only. You may not rely on the Report for any purpose whatsoever and CBRE
shall not be liable for any loss or damage you may suffer (whether direct, indirect or consequential) as a result
of unauthorised use of or reliance on this Report. CBRE gives no undertaking to provide any additional
information or correct any inaccuracies in the Report.
If another CBRE Group entity contributes to the preparation of the Report, that entity may co-sign the Report
purely to confirm its role as contributor. The Client, Relying Party or any other Addressees named herein
acknowledge that no duty of care, whether existing under the Instruction or under the Report, shall extend to
such CBRE Group entity and the Client, Relying Party or any other Addressees named herein hereby waive any
right or recourse against such CBRE Group entity whether arising in contract, tort, negligence or otherwise.
CBRE
shall remain solely liable to the client in accordance with the terms of the Instruction.
None of the information in this Report constitutes advice as to the merits of entering into any form of transaction.
If you do not understand this legal notice then it is recommended that you seek independent legal advice.
05
ANNEXES
310
COIMA RES S.p.A. SIIQ - CBRE PROJECT REFERENCE 21-64VAL-0202
PIAZZA G
AE AULENTI, 12 – 20124 MILANO (ITA)
DATE OF VALUATION: 31 DECEMBER 2021
CERTIFICATE FOR FINANCIAL STATEMENT
2
C
CONTENTS
PART I
CERTIFICATE FOR FINANCIAL STATEMENT
The property details and specific assumptions and findings, that are not expressly covered
within the
subject Valuation Report, on which each valuation is based are as set out in each property report.
Property Reports have to be read in conjunction with the subject Valuation Report, certificate and the
Terms of Reference and Basis of Value that is detailed within.
ANNUAL REPORT 2021
311
C
P
P
A
A
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05
ANNEXES
312
COIMA RES S.p.A. SIIQ - CBRE PROJECT REFERENCE 21-64VAL-0202
PIAZZA GAE AULENTI, 12
– 20124 MILANO (ITA)
DATE OF VALUATION: 31 DECEMBER 2021
CERTIFICATE FOR FINANCIAL STATEMENT
4
C
CERTIFICATE FOR FINANCIAL STATEMENT
Report Date
31
January 2022
Addressee (or Client)
COIMA RES S.p.A. SIIQ
Piazza Gae Aulenti, 12
20124 Milano (MI)
– Italy
For the attention of:
Mr
Emiliano Mancuso
The Propert
ies
No.
3 real estate properties owned by COIMA RES S.p.A. SIIQ, as reported in the
attached schedule.
Property Description
The portfolio includes 2 office properties and a building used as auditorium/event
space; the assets are located in the central and semi
-central area of Milano. For
the details see the attached table.
Ownership Purpose
Investment
Instruction
To value the unencumbered Freehold interest in the Propertie
s on the basis of Fair
Value (corresponding to the Market Value in accordance with IFRS 13)
as at the
valuation date in accordance with the terms of engagement entered into between
CBR
E and the addressee dated 28 April 2020 (ref. Of. n.100/20) and accepted
on
11 June 2020.
Valuation Date
3
1 December 2021
Capacity of Valuer
External Valuer, as defined in the
current RICS Valuation.
Purpose
Financial document [to be included in the balance sheet of the company]
.
Fair Value
Fair Value as at 3
1 December 2021:
€
1
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Service Agreement
Our opinion of value is based upon the Scope of Work and Valuation Assumptions
attached.
Market Conditions
The outbreak of the Novel Coronavirus (COVID
-19), declared by the World Health
Organisation as a “Global Pandemic” on the 11th March 2020, continues to affect
economies and real estate markets globally. Nevertheless, as at the valuation
date, property markets are mostly functioning again, with transaction volumes and
other relevant evidence at levels where enough market evidence exists upon which
to base opinions of value. Accordingly
– and for the avoidance of doubt – our
valuation is no
t reported as being subject to ‘material valuation uncertainty’, as
defined by VPS 3 and VPGA 10 of the RICS Valuation
– Global Standards.
ANNUAL REPORT 2021
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COIMA RES S.p.A. SIIQ - CBRE PROJECT REFERENCE 21-64VAL-0202
PIAZZA GAE AULENTI, 12
– 20124 MILANO (ITA)
DATE OF VALUATION: 31 DECEMBER 2020
CERTIFICATE FOR FINANCIAL STATEMENT
5
C
This explanatory note has been included to ensure transparency and to provide
further insight as to the market conte
xt under which the valuation opinion was
prepared. In recognition of the potential for market conditions to move rapidly in
response to changes in the control or future spread of COVID
-19, we highlight
the importance of the valuation date.
In the case of d
evelopment valuations, we would draw your attention to the fact
that, even in normal market conditions, th
e residual method of valuation is very
sensitive to changes in key inputs, with small changes in variables (such as the
timing of the development, fin
ance/construction costs and sales rates) having a
disproportionate effect on land value. Consequently, in the current market
conditions
–
with the potential for cost volatility, supply and timing issues,
fluctuating finance rates, liquidity issues and redu
ced transactional volumes – it is
inevitable that there is even greater uncertainty, with site values being susceptible
to much more variance than normal.
In Italy since the 23
rd
February 2020, the Government took immediate actions (ref.
DPCM 23
rd
February 2020 and subsequent) to tackle the spread of Coronavirus,
including home quarantine and other restrictions.
The activities against the Italian
Government's Coronavirus are resum
ed with new ordinances starting from the
Prime Ministerial Decree (DPCM) dated October 18, 2020 (and subsequent).
Rental Income
The valuation we have provided reflects the rental income as at the date of
valuation, as set out within this report, which you have confirmed to be correct and
comprehensive. It also reflects any issues concerning the anticipated cash
-flow that
you have a
dvised us of, as set out within this report. Given the uncertainties
relating to the Covid
-19 virus and the current restrictions on business activities, it
is
possible that there will be significant rental defaults and/or insolvencies leading
to voids and
a resulting shortfall in rental income. Should this occur, there will be
a negative impact on the value of the subject property.
Special Assumptions
None
Compliance with
Valuation Standards
The Valuation has been prepared in accordance with the
RICS Valuation – Global
Standards 2017 which incorporate the International Valuation Standards [“the Red
Book”].
We confirm that we have sufficient current local and national knowledge of the
particular property market
involved and have the skills and understanding to
undertake the Valuation competently.
Where the knowledge and skill requirements of the Red Book have been met in
aggregate by more than one valuer within CBRE, we confirm that a list of those
valuers has been retaine
d within the working papers, together with confirmation
that each named valuer complies with the requirements of the Red Book.
This Valuation is a professional opinion and is expressly not intended to serve as
a warranty, assurance or guarantee of any particular value of the subject property.
Other valuers may reach different conclusions as to the value of the subject
property. This Valuation is for the sole purpose of providing the intended user with
the Valuer’s independent professional opinion of the
value of the subject property
as at the Valuation date.
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PIAZZA GAE AULENTI, 12
– 20124 MILANO (ITA)
DATE OF VALUATION: 31 DECEMBER 2021
CERTIFICATE FOR FINANCIAL STATEMENT
6
C
Assumptions
The Property details on which each Valuation are based are as set out in this
report. We have made various assumptions as to tenure, letting, taxation, town
planning, and the
condition and repair of buildings and sites – including ground
and groundwater contamination
– as set out below.
If any of the information or assumptions on which the Valuation is based are
subsequently found to be incorrect, the Valuation figures may also
be incorrect
and should be reconsidered.
Variation from Standard
Assumptions
None.
Valuer
The Properties have been valued by a valuer who is qualified for the purpose of
the Valuation in accordance with the Red Book.
Independence
The total fees, incl
uding the fee for this assignment, earned by CBRE Valuation
S.p.A. [or other companies forming part of the same group of companies in Italy]
from the Addressee [or other companies forming part of the same group of
companies] is less than 5.0% of the total
Italy revenues.
Previous Involvement &
Conflict of Interests
We confirm that we have previously valued on your behalf, until 31/12/2019, all
properties on a half
-yearly basis and that the present Instruction is a renewal of
the previous engagement with you.
We confirm that other CBRE business lines have not had an
y previous, nor current,
material involvement with the Properties or the parties involved (the Client or the
current Owner)
and have no personal interest in the outcome of the valuation –
nor are we aware of any conflicts of interest that would prevent us
from exercising
the required levels of independency and objectivity.
Disclosure
CBRE Valuation S.p.A. has carried out Valuation services only on behalf of the
addressee for between 5 and 9 years.
Reliance
This report is for the use only of the
following parties:
(i) the addressee of the Report; and
(ii) the Parties which have received the written consent by CBRE through a reliance
letter;
for the specific purpose set out herein and no responsibility is ac
cepted to any third
party for the whole or any part of its contents.
ANNUAL REPORT 2021
315
COIMA RES S.p.A. SIIQ - CBRE PROJECT REFERENCE 21-64VAL-0202
PIAZZA GAE AULENTI, 12
– 20124 MILANO (ITA)
DATE OF VALUATION: 31 DECEMBER 2020
CERTIFICATE FOR FINANCIAL STATEMENT
7
C
Publication
Neither the whole nor any part of our report nor any references thereto may be
included in any published document, circular or statement nor published in any
way
without our prior written approval.
Such publication of, or reference to this report will not be permitted unless it
contains a sufficient contemporaneous reference to any departure from the Red
Book or the incorporation of the special assumptions referred
to herein.
Yours faithfully
Yours faithfully
Davide Cattarin
Managing Director
For and on behalf of
CBRE Valuation S.p.A.
Doris Mininni
Senior Surveyor
In nome e per conto di
CBRE Valuation S.p.A.
+39 02 9974 69
33
davide.cattarin@cbre.com
+39 02 99746972
doris.mininni
@cbre.com
CBRE Valuation S.p.A.
Valuation Advisory Services
Piazza degli Affari 2
20123 Milan
Project reference:
21-64VAL-0202
05
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COIMA RES S.p.A. SIIQ - CBRE PROJECT REFERENCE 21-64VAL-0202
PIAZZA GAE AULENTI, 12
– 20124 MILANO (ITA)
DATE OF VALUATION: 31 DECEMBER 2021
SCHEDULE OF VALUES
9
C
SCHEDULE OF VALUES
Starting from the Fair Value, corresponding to the ‘Market Value’ in accordance with IFRS 13, the Client has
requested to determine the relative transaction price.
According to the International Valuation Standards (IVS) and the Red Book, the Market Value represents the
figure that would appear in a hypothetical contract of sale, or equivalent legal document, at the valuation date
(Red Book VPS4.4.1).
Investors could require at the outset an indication of the purchase costs in order to figure out the total cost and
appreciate the yield profile of the operation. Should details relative to the purchase modalities and an
appropriate fiscal opinion not be present, the price stated in this report shall be considered just indicative.
However, it should be noted that the determination of these costs, as % on the fair value, is not uniquely defined
during the valuation, as it depends from a series of variables which cannot be standardized at the outset; the
transaction costs change according to the purchaser (Italian Fund, Foreign Fund, private, etc..), building typology
and acquisition typology (‘asset deal’ or ‘share deal’).
Based on the information and benchmark received, we summarize below the acquisition costs and their % on
the Market Value, according to the assumed real estate operation:
S
S
t
t
a
a
m
m
p
p
D
D
u
u
t
t
y
y
(% of the Fair Value)
•
2% (in case of “asset deal” with Italian Fund)
•
4% (in case of “asset deal” with Foreign Fund)
•
0.14% (in case of “share deal”)
•
other (based on the scope)
L
L
e
e
g
g
a
a
l
l
F
F
e
e
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e
s
s
(
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E
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D
D
D
,
,
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,
,
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L
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D
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,
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.
.
)
)
•
0.5% of the Fair Value (indicative but it could be higher)
A
A
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g
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n
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F
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s
s
(
(
B
B
r
r
o
o
k
k
e
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r
r
)
)
•
between 0.5% and 1.0% of the Market Value (but it could be higher)
R
R
e
e
g
g
i
i
s
s
t
t
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r
a
a
t
t
i
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n
n
t
t
a
a
x
x
(sometimes considered, but negligible)
•
€200 (one-off).
So, without precise indication of operation typology and without a fiscal opinion, it is impossible to define
uniquely the transaction price.
In summary, if we consider a transaction per ‘asset deal’, the purchase costs vary normally between 3.5% and
5.5% on the Fair Value (corresponding to the ‘Market Value’ in accordance with IFRS 13), without excluding
cases which differ from this practice.
It is clear that, without further details, it is necessary to refer to an hypothetic transaction where the involved
subjects use all possible processes to minimize the fiscal impact on the final price: in this specific case of
transactions where it is not possible to apply a ‘share deal’ model, this reflects a percentage of
3.5% (‘asset
deal’).
TOWN
ADDRESS
USE
FAIR VALUE AL
31.12.2021
Milano
Via Monte Rosa, 93
Office
62.600.000 €
Milano
Via Tocqueville, 13
Office
61.500.000 €
Milano
Piazza Gae Aulenti, 10
Auditorium
74.000.000 €
TOTAL
198.100.000 €
ANNUAL REPORT 2021
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COIMA RES S.p.A. SIIQ - CBRE PROJECT REFERENCE 21-64VAL-0202
PIAZZA GAE AULENTI, 12
– 20124 MILANO (ITA)
DATE OF VALUATION: 31 DECEMBER 2021
SCHEDULE OF VALUES
10
C
In conclusion, assuming an ‘asset deal’ for the subject property, a transaction price would be equal to:
TOWN
ADDRESS
USE
ASSUMED TRANSACTION PRICE
("asset
deal" )
Milano
Via Monte Rosa, 93
Office
64.791.000 €
Milano
Via Tocqueville, 13
Office
63.653.000 €
Milano
Piazza Gae Aulenti, 10
Auditorium
76.590.000 €
TOTAL
205.034.000 €
05
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PIAZZA GAE AULENTI, 12
– 20124 MILANO (ITA)
DATE OF VALUATION: 31 DECEMBER 2020
SOURCES OF INFORMATION AND SCOPE OF WORKS
11
C
SOURCES OF INFORMATION AND SCOPE OF WORKS
Sources of Information
We have carried out our work based upon information supplied
to us by the Client
as set out within this report, which we have assumed to be correct and
comprehensive.
•
Updated Rent roll;
•
Costs to be paid by the Property owner (Property Tax IMU/TASI and
Insurance);
•
New floor area and assumed total capex;
•
Agreements modifying the lease contracts Sisal S.p.A. e SGB S.r.l.
The Property
Our report contains a brief summary of the Property details o
n which our Valuation
has been based.
Inspection
As instructed,
the properties have been internally inspected on an annual basis and
the last inspection was carried out
by Bortignon Michela on 31/05/2021 for the asset
in Milan, via Monte Rosa and on 08/06/2021 for the
assets in Milan, via Tocqueville
and piazza Gae Aulenti.
Areas
We have not measured the Property but have relied upon the floor areas provided to
us by th
e Client, as set out in this report], which we have assumed to be correct and
comprehensive, and which you have advised us have been calculated using Italian
market practice measurement methodology as set out below.
In Italy the market practice uses the Gross Leasable Area [GLA].
The Gross Leasable Area [GLA] is defined as the total, typically un
-weighted, amount
of floor space, with the exception of parking areas, capable of producing income
within a commercial property. It does not include portions that do not produce
income for
the Property owner. Therefore, areas such as the following are typically,
but not always, excluded: vertical connections [stairwells, lifts and landings], technical
spaces, shafts, common spaces [lobby, meeting rooms], etc.
Should a building be let to a si
ngle tenant having exclusive use of the common areas
or should the common areas of a multi
-tenant property be particularly prestigious,
for example, these areas may be included within the calculation of GLA. It is to note
that parking areas, excluded from
GLA, are included within the potential rent build-
up of a property on a unitary basis [total number of covered and uncovered units].
Environmental Matters
We have not undertaken, nor are we aware of the content of, any environmental
audit or
other environmental investigation or soil survey which may have been carried
out on the Properties and which may draw attention to any contamination or the
possibility of any such contamination.
We have not carried out any investigations into the past or present uses of the
Properties, nor of any neighbouring land, in order to establish whether there is any
potential for contamination and have therefore assumed that none exists.
Services and Amenities
We
understand that all main services including water, drainage, elec
tricity and
telephone are available to the Properties.
None of the services have been tested by
us.
ANNUAL REPORT 2021
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PIAZZA GAE AULENTI, 12
– 20124 MILANO (ITA)
DATE OF VALUATION: 31 DECEMBER 2021
SOURCES OF INFORMATION AND SCOPE OF WORKS
12
C
Repair and Condition
We have not carried out building surveys, tested services, made independent site
investigations, inspected woodwork, exposed parts of the structure which were
covered, unexposed or inaccessible, nor arranged for any investigations to be carried
out to determine whether or not any deleterious or hazardous materials or techniques
have been used, or are present, in any part of the Properties. We are unable,
therefore, to give any assurance that the Properties are free from defect.
Town Planning
We have made Planning enquiries only consulting the
institutional websites. We
cannot, therefore, accept responsibility for incorrect information or for material
omissions in the information supplied to us.
Titles, Tenures and
Lettings
Details of title/tenure under which the Properties are held and of lettings to which it
is subject are as supplied to us. We have not generally examined nor had access to
all the deeds, leases or other documents relating thereto. Where information from
deeds, leases or other documents is recorded in this report, it represents our
understanding of the relevant documents. We should emphasise, however, that the
interpretation of the documents of title [including relevant deeds, leases and planning
consents] is
the responsibility of your legal adviser.
We have not conducted credit enquiries on the financial status of any tenants. We
have, however, reflected our general understanding of purchasers’ likely perceptions
of the financial status of tenants.
05
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320
COIMA RES S.p.A. SIIQ - CBRE PROJECT REFERENCE 21-64VAL-0202
PIAZZA GAE AULENTI, 12
– 20124 MILANO (ITA)
DATE OF VALUATION: 31 DECEMBER 2020
VALUATION ASSUMPTIONS
13
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VALUATION ASSUMPTIONS
Capital Values
The Valuation has been prepared on the basis of
"Fair Value" [in accordance with the
International Financial Reporting Standard [IFRS] 13], which defined as:
"The price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the m
easurement date."
"Fair Value", for the purpose of financial reporting under IFRS 13, is effectively the
same as "Market Value", which is defined as:
"The estimated amount for which an asset or liability should exchange on the
Valuation date between a will
ing buyer and a willing seller in an arm's-length
transaction, after proper marketing and where the parties had each acted
knowledgeably, prudently and without compulsion."
The Valuation represents the figure that would appear in a hypothetical contract
of
sale at the Valuation date. No adjustment has been made to this figure for any
expenses of acquisition or realisation
- nor for taxation which might arise in the event
of a disposal.
No account has been taken of any inter
-company leases or arrangements, nor of
any mortgages, debentures or other charge.
No account has been taken of the availability or otherwise of capital based
Government or European Community grants.
Rental Values
Unless stated otherwise rental values indicated in our report are those
which have
been adopted by us as appropriate in assessing the capital value and are not
necessarily appropriate for other purposes, nor do they necessarily accord with the
definition of Market Rent in the Red Book, which is as follows:
"
The estimated amount for which an interest in real property should be leased on the
Valuation date between a willing lessor and a willing lessee on appropriate lease
terms in an arm's
-length transaction, after proper marketing and where the parties
had each acted knowledgea
bly, prudently and without compulsion.
".
The Property
Where appropriate we have regarded the shop fronts of retail and showroom
accommodation as forming an integral part of the building.
Landlord’s fixtures such as lifts, escalators, central heating and other normal service
installations have been treated as an integral part of the building and are included
within our Valuations.
Process plant and machinery, tenants’ fixtures and specialis
t trade fittings have been
excluded from our Valuations.
All measurements, areas and ages quoted in our report are approximate.
ANNUAL REPORT 2021
321
COIMA RES S.p.A. SIIQ - CBRE PROJECT REFERENCE 21-64VAL-0202
PIAZZA GAE AULENTI, 12
– 20124 MILANO (ITA)
DATE OF VALUATION: 31 DECEMBER 2021
VALUATION ASSUMPTIONS
14
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Environmental Matters
In the absence of any information to the contrary, we have assumed that:
[a] the Properties are not contaminated and are not adversely affected by any existing
or proposed environmental law;
[b] any processes which are carried out on the Properties which are regulated by
environmental legislation are properly licensed by the ap
propriate authorities;
[c] the Properties possess current the energy performance certificates [APE
- Attestato
di Prestazione Energetica or equivalent] as required under government directives;
[d] the Properties are either not subject to flooding risk or,
if they are, that sufficient
flood defences are in place and that appropriate building insurance could be
obtained at a cost that would not materially affect the capital value.
[e] the Properties are not subject to any seismic risk or if it is, possesses b
uilding
characteristics in line with the relevant legislation. In addition, an appropriate
insurance policy could be obtained without such affecting the Value Assumptions
considered within this report.
Repair and Condition
In the absence of any informatio
n to the contrary, we have assumed that:
[a] there are no abnormal ground conditions, nor archaeological remains, present
which might adversely affect the current or future occupation, development or value
of the Properties;
[b] the Properties are free from rot, infestation, structural or latent
defect;
[c] no currently known deleterious or hazardous materials or suspect techniques have
been used in the construction of, or subsequent alterations or additions to, the
Properties; and
[d] the services, and any associated controls or software, are in
working order and
free from defect.
We have otherwise had regard to the age and apparent general condition of the
Properties. Comments made in the Property details do not purport to express an
opinion about, or advice upon, the condition of uninspected par
ts and should not be
taken as making an implied representation or statement about such parts.
05
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COIMA RES S.p.A. SIIQ - CBRE PROJECT REFERENCE 21-64VAL-0202
PIAZZA GAE AULENTI, 12
– 20124 MILANO (ITA)
DATE OF VALUATION: 31 DECEMBER 2020
VALUATION ASSUMPTIONS
15
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Title, Tenure, Lettings,
Planning, Taxation and
Statutory & Local
Authority requirements
Unless stated otherwise within this report, and in the absence of any in
formation to
the contrary, we have assumed that:
[a] the Properties possesses a good and marketable title free from any onerous or
hampering restrictions or conditions;
[b] the buildings have been erected either prior to planning control, or in accordance
with planning permissions, and have the benefit of permanent planning consents or
existing use rights for their current use;
[c] the Properties are not adversely affected by town planning or road proposals;
[d] the buildings comply with all statutory and l
ocal authority requirements including
building, fire and health and safety regulations;
[e] only minor or inconsequential costs will be incurred if any modifications or
alterations are necessary in order for occupiers of the Properties to comply with the
p
rovisions of the relevant disability discrimination legislation;
[f] there are no tenant’s improvements that will materially affect our opinion of the
rent that would be obtained on review or renewal;
[g] tenants will meet their obligations under their lea
ses;
[h] there are no user restrictions or other restrictive covenants in leases which would
adversely affect value;
[i] where appropriate, permission to assign the interest being valued herein would
not be withheld by the landlord where required;
[j]
vacant possession can be given of all accommodation which is unlet or is let on a
service occupancy; and
[k] in Italy, it is common and often advantageous from a fiscal standpoint for transfers
of real estate to take place via transfers of the capital of r
eal estate companies [so-
called share deal as opposed to asset deal]: the taxation level applied cannot be
standardized, but must be evaluated on a case
-by-case basis. In order to define the
Total Purchase Price, the purchaser’s costs or acquisition fees [
i.e. technical and legal
fees, stamp duty, agent fees, etc.], as at the Valuation Date should be added. All
rents and capital values, costs and other figures stated in this report are exclusive of
V.A.T.
ANNUAL REPORT 2021
323
VALUATION REPORT
In respect of:
Fair Value in accordance with IFRS of the Office building located in Milan, Via Privata
Deruta, 19, including two units called “Building A” and “Building B”
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On behalf of:
COIMA RES S.p.A. SIINQ I
| CBRE Project Reference
21
-
64VAL-0201
Piazza Gae Aulenti, 12
20123 Milano
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Legal Notice and Disclaimer
This valuation report (the “Report”) has been prepared by CBRE Valuation S.p.A. (“CBRE”) exclusively for COIMA
RES S.p.A. SIINQ I (the “Client”) in accordance with the terms of engagement entered into between CBRE and
the client dated
5 June 2020 (“the Instruction”). The Report is confidential to the Client and any other Addressees
named herein and the Client and the Addressees may not disclose the Report unless expressly permitted to do
so under the Instruction.
Where CBRE has expressly agreed (by way of a reliance letter) that persons other than the Client or the
Addressees can rely upon the Report (a “Relying Party” or “Relying Parties”) then CBRE shall have no greater
liability to any Relying Party than it would have if such party had been named as a joint client under the
Instruction.
CBRE’s maximum aggregate liability to the Client, Addressees and to any Relying Parties howsoever arising
under, in connection with or pursuant to this Report and/or the Instruction together, whether in contract, tort,
negligence or otherwise shall not exceed the lower of:
(i) 25% of the value of the property to which the Instruction relates (as at the valuation date); or
(ii) €10 million (10,000,000.00 Euro).
Subject to the terms of the Instruction, CBRE shall not be liable for any indirect, special or consequential loss or
damage howsoever caused, whether in contract, tort, negligence or otherwise, arising from or in connection with
this Report. Nothing in this Report shall exclude liability which cannot be excluded by law.
If you are neither the Client, an Addressee nor a Relying Party then you are viewing this Report on a non-reliance
basis and for informational purposes only. You may not rely on the Report for any purpose whatsoever and CBRE
shall not be liable for any loss or damage you may suffer (whether direct, indirect or consequential) as a result
of unauthorised use of or reliance on this Report. CBRE gives no undertaking to provide any additional
information or correct any inaccuracies in the Report.
If another CBRE Group entity contributes to the preparation of the Report, that entity may co-sign the Report
purely to confirm its role as contributor. The Client, Relying Party or any other Addressees named herein
acknowledge that no duty of care, whether existing under the Instruction or under the Report, shall extend to
such CBRE Group entity and the Client, Relying Party or any other Addressees named herein hereby waive any
right or recourse against such CBRE Group entity whether arising in contract, tort, negligence or otherwise.
CBRE
shall remain solely liable to the client in accordance with the terms of the Instruction.
None of the information in this Report constitutes advice as to the merits of entering into any form of transaction.
If you do not understand this legal notice then it is recommended that you seek independent legal advice.
ANNUAL REPORT 2021
325
COIMA RES S.P.A. SIINQ I – CBRE PROJECT REFERENCE 21-64VAL-0201
PIAZZA GAE AULENTI 12,
20123 MILANO
DATE OF VALUATION: 31 DECEMBER 2021
C
CONTENTS
PART I
EXECUTIVE SUMMARY
PART II
VALUATION REPORT
05
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ANNUAL REPORT 2021
327
COIMA RES S.P.A. SIINQ I – CBRE PROJECT REFERENCE 21-64VAL-0201
PIAZZA GAE AULENTI 12,
20123 MILANO
DATE OF VALUATION: 31 DECEMBER 2021
EXECUTIVE SUMMARY
6
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EXECUTIVE SUMMARY
THE PROPERTY
Address:
Via Privata Deruta, 19 – 20132 Milano (MI) - Italy
Property including two separate Class A buildings called “Building A” and “Building B”.
Building A is arranged over ground floor, 6 floors above ground and 2 basement levels. Building B is arranged
over ground floor, 7 floors above ground and 2 basement levels. The basement levels house 200 parking
spaces, the external area at ground floor counts some 30 uncovered parking spaces.
The complex, following the lease termination notice from the two lease agreements currently in place sent by
the tenant on 29 April 2021, will be vacant from 16 May 2022 and it will be subject to a requalification process,
aimed to optimize the spaces and to relet the at market level.
TENURE
CBRE VALUATION S.p.A. has not generally examined nor had access to all the deeds, leases or other documents
relating thereto. As communicated by the Client, we understand that the Property is held on freehold basis by
“COIMA RES S.p.A. SIINQ I”.
TENANCIES
Buildings A and B are fully let to Banca Nazionale del Lavoro S.p.A.. The two lease contracts in place have a
fixed duration of 6 years starting from 01/01/2016 and can be renewed for further 6 years upon first lease
expiry date. The tenant has the right to recede from the contracts from 31/12/2021 with advance notice at least
12 months before.
On 29 April 2021 the tenant sent lease termination notice from the two lease agreements currently in place,
starting from 16 may 2022.
FAIR VALUE AS AT 31.12.2021
€41,800,000.00 (EURO FOURTY ONE MILLION EIGHT HUNDRED THOUSAND/00 EUROS)
exclusive of
VAT.
Split ups as follows:
Building A: € 20,100,000.00 (Euro Twenty Million One Hundred Thousand/00) exclusive of VAT
Building B: € 21,700,000.00 (Euro Twenty-One Million Seven Hundred Thousand/00) exclusive of VAT.
05
ANNEXES
328
COIMA RES S.P.A. SIINQ I – CBRE PROJECT REFERENCE 20-64VAL-0436
PIAZZA GAE AULENTI 12,
20123 MILANO
DATE OF VALUATION: 31 DECEMBER 2021
EXECUTIVE SUMMARY
7
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We have valued each property individually and no account has been taken of any discount or premium that
may be negotiated in the market if all or part of the portfolio was to be marketed simultaneously, either in lots
or as a whole. The Aggregate Market Value above is provided for information purposes only and you should
refer to the main report for the individual property valuations.
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Our opinion of Fair Value is based upon the Scope of Work and Valuation Assumptions attached and has been
primarily derived using comparable recent market transactions on arm’s length terms, where available.
Starting from the Fair Value, corresponding to the ‘Market Value’ in accordance with IFRS 13, the Client has
requested to determine the relative transaction price.
According to the International Valuation Standards (IVS) and the Red Book, the Market Value represents the
figure that would appear in a hypothetical contract of sale, or equivalent legal document, at the valuation date
(Red Book VPS4.4.1).
Investors could require at the outset an indication of the purchase costs in order to figure out the total cost and
appreciate the yield profile of the operation. Should details relative to the purchase modalities and an
appropriate fiscal opinion not be present, the price stated in this report shall be considered just indicative.
However, it should be noted that the determination of these costs, as % on the fair value, is not uniquely defined
during the valuation, as it depends from a series of variables which cannot be standardized at the outset; the
transaction costs change according to the purchaser (Italian Fund, Foreign Fund, private, etc..), building typology
and acquisition typology (‘asset deal’ or ‘share deal’).
Based on the information and benchmark received, we summarize below the acquisition costs and their % on
the Market Value, according to the assumed real estate operation:
S
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(% of the Fair Value)
•
2% (in case of “asset deal” with Italian Fund)
•
4% (in case of “asset deal” with Foreign Fund)
•
0.14% (in case of “share deal”)
•
other (based on the scope)
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•
0.5% of the Fair Value (indicative but it could be higher)
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•
between 0.5% and 1.0% of the Market Value (but it could be higher)
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(sometimes considered, but negligible)
•
€200 (one-off).
So, without precise indication of operation typology and without a fiscal opinion, it is impossible to define
uniquely the transaction price.
In summary, if we consider a transaction per ‘asset deal’, the purchase costs vary normally between 3.5% and
5.5% on the Fair Value, without excluding cases which differ from this practice.
It is clear that, without further details, it is necessary to refer to an hypothetic transaction where the involved
subjects use all possible processes to minimize the fiscal impact on the final price: in this specific case of
transactions where it is not possible to apply a ‘share deal’ model, this reflects a percentage of 3.5% (‘asset
deal’).
In conclusion, assuming an ‘asset deal’ for the subject property, a transaction price would be equal to some
€43,263,000.00.
ANNUAL REPORT 2021
329
COIMA RES S.P.A. SIINQ I – CBRE PROJECT REFERENCE 21-64VAL-0201
PIAZZA GAE AULENTI 12,
20123 MILANO
DATE OF VALUATION: 31 DECEMBER 2021
EXECUTIVE SUMMARY
8
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Y
Y
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Discounted rate 1 (Building A and B)
(in the period of the in force lease contracts)
5.50%
Discounted rate 2 (Building A and B)
(in the period of re-lease and disposal)
7.55%
Net Cap rate (Building A and B)
5.25%
Gross Initial Yield (Building A)
8.40%
Net Initial Yield (Building A)
7.35%
Gross Exit Yield (Building A)
6.16%
Gross Initial Yield (Building B)
8.09%
Net Initial Yield (Building B)
7.06%
Gross Exit yield (Building B)
6.15%
K
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We would comment as follows on the key strengths and weaknesses of the Property.
S
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s
s
Grade A office building that, once refurbished, will offer flexible layout, modern and efficient open spaces,
floating floor, suspended ceilings, lifts and good heating comfort;
Good availability of covered and uncovered parking spaces;
Excellent accessibility by private and public transport;
Good visibility;
Office spaces with high level of natural lighting;
Regular and flexible floor layout also for a multi-tenant scenario;
W
W
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e
a
a
k
k
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F
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s
s
The micro location is a secondary business district;
Wide size for the local market request;
Limited remaining lease period;
Potential long leasing time to release the spaces once vacated the spaces by BNL.
This executive summary should be read in conjunction with the valuation report and should not be relied upon
in isolation. It is provided subject to the assumptions, disclaimers and limitations detailed both throughout this
report. This valuation is for the use only of the party to whom it is addressed (the Client or Addressee) and for
no other purpose than that stated herein. Reliance on this report is conditional upon the reader’s
acknowledgement and understanding of these statements. No responsibility is accepted to any third party who
may use or rely on the whole or any part of the content of this valuation.
05
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N
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P
O
O
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T
ANNUAL REPORT 2021
331
COIMA RES S.P.A. SIINQ I – CBRE PROJECT REFERENCE 21-64VAL-0201
PIAZZA GAE AULENTI 12,
20123 MILANO
DATE OF VALUATION: 31 DECEMBER 2021
VALUATION REPORT
10
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VALUATION REPORT
Report Date
31
January 2021
Addressee (or Client)
20123 Milano
SIINQ I
Piazza Gae Aulenti, 12
20154
Milano (MI) – Italy
For the
attention of:
Mr Emiliano Mancuso
The Property
Office property including two buildings, A and B.
Property Description
Property including two separate
Class A buildings called “B
uilding A” and
“Building B” recently constructed (2007), located in the north
/eastern area of
Milan, near Piazza Udine. Building A is arranged over
ground floor, 6 floors above
ground and 2 basement levels. Building B is arranged over
ground floor, 7 floors
above ground and 2 basement levels. The basement levels house 200 parking
s
paces, the external area at ground floor counts some 30 uncovered parking
spaces.
Ownership Purpose
Investment
Instruction
To value the unencumbered
Freehold interest in the Property on the basis of Fair
Value
(corresponding to the Market Value in accordance with IFRS 13) as at the
valuation date in accordance with the terms of engagement
entered into between
CBRE and the addressee
dated 28 April 2020 (ref. no. 103/20) and accepted on
5
June 2020.
Valuation Da
te
3
1 December 2021
Capacity of Valuer
External Valuer, as defined in the current version of the RICS Valuation
– Global
Standards.
Purpose
F
inancial information (to be included in the financial report of the company).
Fair
Value in accordance
with IFRS 13
Fair
Value in accordance with IFRS 13 as at 30 June 2021:
€
4
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,
,
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)
exclusive of V.A.T, split up as follows:
Building
A: € 20,100,000.00 (Euro Twenty Million One Hundred Thousand/00)
exclusive of V.A.T
.
Building
B: 21,700,000.00 (Euro Twenty One Million Seven Hundred
Thousand
/00) exclusive of V.A.T
Service Agreement
Our opinion of value is based
upon the Scope of Work and Valuation Assumptions
attached.
Market Conditions
The outbreak of the Novel Coronavirus (COVID
-19), declared by the World Health
Organisation as a “Global Pandemic” on the 11
th
March 2020, continues to affect
economies and real estate markets globally.
Nevertheless, as at the valuation
date,
property markets are mostly functioning again, with transaction volumes and
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VALUATION REPORT
11
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other relevant evidence at levels where enough market evidence exists upon which
to base opinions of value. Accordingly
– and for the avoidance of doubt – our
valuation is not reported as being subject to ‘material valuation uncertainty’, as
defined by VPS 3 and VPGA 10 of the RICS Valuation
– Global Standards.
This
explanatory note has been included to ensure transparency and to provide
further insight as to the market context under which the valuation opinion was
prepared. In recognition of the potential for market conditions to move rapidly in
response to chan
ges in the control or future spread of COVID-19, we highlight
the importance of the valuation date.
In the case of
development valuations, we would draw your attention to the fact
that, even in normal market conditions, the residual method of valuation is
very
sensitive to changes in key inputs, with small changes in variables (such as the
timing of the development, finance/construction costs and sales rates) having a
disproportionate effect on land value.
Consequently, in the current market
conditions
– w
ith the potential for cost volatility, supply and timing issues,
fluctuating finance rates, liquidity issues and reduced transactional volumes
– it is
inevitable that there is even greater uncertainty, with site values being susceptible
to much more varian
ce than normal. This is illustrated by the Sensitivity Analysis
in the attached property report.
In Italy since the 23
rd
February 2020, the Government took immediate actions (ref.
DPCM 23rd February 2020 and subsequent) to tackle the spread of Coronavirus,
including home quarantine and other restrictions. The activities against
Coronavirus carried out by the Italian Government are resumed with new
ordinances starting from the Prime Ministerial Decree (DPCM) dated October 18
th
,
2020 (and subsequent).
Rental Income
The valuation we have provided reflects the rental income as at the date of
valuation, as set out within this report, which you have confirmed to be correct and
comprehensive. It also reflects any issues concerning the anticipated cash
-flow that
you have advised us of, as set out within this report. Given the uncertainties
relating to the Covid
-19 virus and the current restrictions on business activities, it
is
possible that there will be significant rental defaults and/or insolvencies leading
to voids and a resulting shortfall in rental income. Should this occur, there will be
a negative impact on the value of the subject property.
Special Assumptions
N
one
Compliance with
Valuation Standards
The Valuation has been prepared in
accordance with the version of the RICS
Valuation
–
Global Standards (incorporating the International Valuation
Standards) (the Red Book) current as at the valuation date
.
We confirm that we have sufficient current local and national knowledge of the
par
ticular property market involved and have the skills and understanding to
undertake the Valuation competently.
Where the knowledge and skill requirements of the Red Book have been met in
aggregate by more than one valuer within CBRE, we confirm that a li
st of those
valuers has been retained within the working papers, together with confirmation
that each named valuer complies with the requirements of the Red Book.
This Valuation is a professional opinion and is expressly not intended to serve as
a warranty, assurance or guarantee of any particular value of the subject property.
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PIAZZA GAE AULENTI 12,
20123 MILANO
DATE OF VALUATION: 31 DECEMBER 2021
VALUATION REPORT
12
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Other valuers may reach different conclusions as to the value of the subject
property. This Valuation is for the sole purpose of providing the intended user with
the Valuer’s inde
pendent professional opinion of the value of the subject property
as at the Valuation date.
Assumptions
The Property details on which the Valuation is based
are as set out in this report.
We have made various assumptions as to tenure, letting,
taxation, town planning,
and the condition and repair of buildings and sites
– including ground and
groundwater contamination
– as set out below.
If any of the information or assumptions on which the Valuation is based are
subsequently found to be incorrec
t, the Valuation figure may also be incorrect and
should be reconsidered.
Variation from Standard
Assumptions
None
Valuer
The
Properties have been valued by a valuer who is qualified for the purpose of
the Valuation in accordance with the Red Book.
Independence
The total fees, including the fee for this assignment,
earned by CBRE Valuation
S.p.A.
from the Addressee is less than 5.0% of the total Italy revenues.
Previous Involvement &
Conflict of Interests
We confirm that
on your behalf we have valued all properties until 31.12.2019,
on a half
-
yearly basis and that this instruction is a renewal of the previous
agreement with you.
We confirm, as you are aware, that
CBRE Capital Markets, part of CBRE S.p.A.,
has previously assisted you for the potential disposal of the complex owned by
Coima Res SIINQ.
We have disclosed the relevant facts concerning a conflict of interest to you and
the other clients involved, and have received everyone’s written, informed consent
that it i
s in order for us to carry out your valuation instruction and that the conflict
can be resolved and managed as the companies CBRE S.p.A. and CBRE Valuation
S.p.A. adopt a system of
Information Barriers based on the user’s profile by reason
of the belonging
business line (and so of the company)
in order to guarantee data
protection and confidentiality
(“Chinese Wall”).
Copies of our conflict of interest checks have been retained within the working
papers.
Disclosure
CBRE Valuation S.p.A. has
carried out Valuation services only on behalf of the
addressee for between 5 and 9 years.
Reliance
This report is for the use only of the
following parties:
(i) the addressee of the Report; and
(ii) the Parties which have received the written
consent by CBRE through a reliance
letter;
for the specific purpose set out herein and no responsibility is accepted to any third
party for the whole or any part of its contents.
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Publication
Neither the whole nor any part of our report nor any references
thereto may be
included in any published document, circular or statement nor published in any
way without our prior written approval.
Yours faithfully
Yours faithfully
Davide Cattarin
Managing Director
For and on behalf of
CBRE
Valuation S.p.A.
Doris Mininni
S
e
e
n
n
i
i
o
o
r
r
S
S
u
u
r
r
v
v
e
e
y
y
o
o
r
r
In nome e per conto di
CBRE Valuation S.p.A.
+39 02 9974 69
33
davide.cattarin
@cbre.com
+39 02 99746972
doris.mininni@cbre.com
CBRE Valuation S.p.A.
Valuation
& Advisory Services
Piazza degli
Affari 2
20123 Milan
Project reference:
21-64VAL-0201
ANNUAL REPORT 2021
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PIAZZA GAE AULENTI 12,
20123 MILANO
DATE OF VALUATION: 31 DECEMBER 2021
SCHEDULE OF VALUES
14
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SCHEDULE OF VALUES
Address
TOTAL Market Value
Building A, Milano, Via Privata Deruta, 19
20,100,000.00
Building A, Milano, Via Privata Deruta, 19
21,700,000.00
TOTAL
41,800,000.00
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PIAZZA GAE AULENTI 12,
20123 MILANO
DATE OF VALUATION: 31 DECEMBER 2021
SOURCES OF INFORMATION AND SCOPE OF WORKS
15
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SOURCES OF INFORMATION AND SCOPE OF WORKS
Sources of Information
The present report is an update of the valuation carried out by CBRE VALUATION
S.p.A. as at
31/12/2020 based upon information received and the documentation
supplied
to us by the Client as set out within this report, which we have assumed to
be correct and comprehensive
.
•
Updated Rent roll;
•
Lease termination notice – Building A;
•
Lease termination notice – Building B;
•
Surfaces;
•
Capex plan;
• Property
Taxes;
• Buildings’
insurance.
The Property
Our report contains a brief summary of the Property details on which our Valuation
has been based.
Inspection
As instructed, we have annually internally inspected the property and last inspection
was carried out on
08/06/2021 by Bortignon Michela.
For th
e present half-yearly update, the Client has confirmed that he is not aware of
any material changes to the physi
cal attributes of the Property, or the nature of its
location, since the last inspection.
We have assumed this advice to be correct.
Areas
We have not measured the Property but have relied upon the
floor areas provided to
us by the
Client, which we have assumed to be correct and comprehensive, and
which you have advised us have been calculated using the
most common Italian
market praxis.
Environmental Matters
We have not undertaken, nor are we awa
re of the content of, any environmental
audit or other environmental investigation or soil survey which may have been carried
out on
the Properties and which may draw attention to any contamination or the
possibility of any such contamination.
We have not carried out any investigations into the past or present uses of the
Properties, nor of any neighbouring land, in order to establish whether there is any
potential for contamination and have therefore assumed that none exists.
Services and Amenities
We und
erstand that all main
services including water, drainage, electricity and
telephone are available to the Properties.
None of the services have been tested by
us.
Repair and Condition
We have not carried out building surveys, tested services, made
independent site
investigations, inspected woodwork, exposed parts of the structure which were
covered, unexposed or inaccessible, nor arranged for any investigations to be carried
out to determine whether or not any deleterious or hazardous materials or t
echniques
have been used, or are present, in any part of the Properties. We are unable,
therefore, to give any assurance that the Properties are free from defect.
Town Planning
We have made verbal Planning enquiries only
of the
Milan Council Planning
Depa
rtment and consulted the website.
We therefore cannot take responsibility for eventual consequences deriving from
incorrect and/or missing information.
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PIAZZA GAE AULENTI 12,
20123 MILANO
DATE OF VALUATION: 31 DECEMBER 2021
SOURCES OF INFORMATION AND SCOPE OF WORKS
16
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Titles, Tenures and
Lettings
Details of title/tenure under which the Properties are held and of lettin
gs to which it
is subject are as supplied to us. We have not generally examined nor had access to
all the deeds, leases or other documents relating thereto. Where information from
deeds, leases or other documents is recorded in this report, it represents o
ur
understanding of the relevant documents. We should emphasise, however, that the
interpretation of the documents of title [including relevant deeds, leases and planning
consents] is the responsibility of your legal adviser.
We have not conducted credit e
nquiries on the financial status of any tenants. We
have, however, reflected our general understanding of purchasers’ likely perceptions
of the financial status of tenants.
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DATE OF VALUATION: 31 DECEMBER 2021
VALUATION ASSUMPTIONS
17
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VALUATION ASSUMPTIONS
Capital Values
The Valuation has been prepared on the
basis of "Fair Value" [in accordance with the
International Financial Reporting Standard [IFRS] 13],
which defined as:
"
The price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants
at the measurement date."
"Fair Value", for the purpose of financial reporting under IFRS 13, is effectively the
same as "Market Value", which is defined as:
"The estimated amount for which an asset or liability should exchange on the
Valuation date betwee
n a willing buyer and a willing seller in an arm's-length
transaction, after proper marketing and where the parties had each acted
knowledgeably, prudently and without compulsion."
The Valuation represents the figure that would appear in a hypothetical c
ontract of
sale at the Valuation date. No adjustment has been made to this figure for any
expenses of acquisition or realisation
- nor for taxation which might arise in the event
of a disposal.
No account has been taken of any inter
-company leases or arrangements, nor of
any mortgages, debentures or other charge.
No account has been taken of the availability or otherwise of capital based
Government or European Community grants.
Rental Values
Unless stated otherwise rental values indicated in our
report are those which have
been adopted by us as appropriate in assessing the capital value and are not
necessarily appropriate for other purposes, nor do they necessarily accord with the
definition of Market Rent in the Red Book, which is as follows:
"
The estimated amount for which an interest in real property should be leased on the
Valuation date between a willing lessor and a willing lessee on appropriate lease
terms in an arm's
-length transaction, after proper marketing and where the parties
had each
acted knowledgeably, prudently and without compulsion.
".
The Property
Where appropriate we have regarded the shop fronts of retail and showroom
accommodation as forming an integral part of the building.
Landlord’s fixtures such as lifts, escalators, centr
al heating and other normal service
installations have been treated as an integral part of the building and are included
within our Valuations.
Process plant and machinery, tenants’ fixtures and specialist trade fittings have been
excluded from our Valuati
ons.
All measurements, areas and ages quoted in our report are approximate.
ANNUAL REPORT 2021
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20123 MILANO
DATE OF VALUATION: 31 DECEMBER 2021
VALUATION ASSUMPTIONS
18
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Environmental Matters
In the absence of any information to the contrary, we have assumed that:
[a] the Properties are not contaminated and are not adversely affected by any exis
ting
or proposed environmental law;
[b] any processes which are carried out on the Properties which are regulated by
environmental legislation are properly licensed by the appropriate authorities;
[c] the Properties possess current the energy performance c
ertificates [APE - Attestato
di Prestazione Energetica or equivalent] as required under government directives;
[d]
the Properties are either not subject to flooding risk or, if they are, that sufficient
flood defences are in place and that appropriate building insurance could be
obtained at a cost that would not materially affect the capital value.
[
e] the Properties are not subject to any seismic risk or if it is, possesses building
characteristics in line with the relevant legislation. In addition, an appropriate
insurance policy could be obtained without such affecting the Value Assumptions
considered within this report.
Repair and Condition
In the absence of any information to the contrary, we have assumed that:
[a] there are no abnormal
ground conditions, nor archaeological remains, present
which might adversely affect the current or future occupation, development or value
of the Properties;
[b] the Properties are free from rot, infestation, structural or latent defect;
[c] no currently
known deleterious or hazardous materials or suspect techniques have
been used in the construction of, or subsequent alterations or additions to, the
Properties; and
[d] the services, and any associated controls or software, are in working order and
free fr
om defect.
We have otherwise had regard to the age and apparent general condition of t
he
Properties.
Comments made in the Property details do not purport to express an
opinion about, or advice upon, the condition of uninspected parts and should not be
take
n as making an implied representation or statement about such parts.
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DATE OF VALUATION: 31 DECEMBER 2021
VALUATION ASSUMPTIONS
19
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Title, Tenure, Lettings,
Planning, Taxation and
Statutory & Local
Authority requirements
Unless stated otherwise within this
report, and in the absence of any information to
the contrary, we have assumed that:
[a] the Properties possesses a good and marketable title free from any onerous or
hampering restrictions or conditions;
[b] the buildings have been erected either prior to
planning control, or in accordance
with planning permissions, and have the benefit of permanent planning consents or
existing use rights for their current use;
[c] the Properties are not adversely affected by town planning or road proposals;
[d] the build
ings comply with all statutory and local authority requirements including
building, fire and health and safety regulations;
[e] only minor or inconsequential costs will be incurred if any modifications or
alterations are necessary in order for occupiers of
the Properties to comply with the
provisions of the relevant disability discrimination legislation;
[f] there are no tenant’s improvements that will materially affect our opinion of the
rent that would be obtained on review or renewal;
[g] tenants will me
et their obligations under their leases;
[h] there are no user restrictions or other restrictive covenants in leases which would
adversely affect value;
[i] where appropriate, permission to assign the interest being valued herein would
not be withheld by t
he landlord where required;
[j] vacant possession can be given of all accommodation which is unlet or is let on a
service occupancy; and
[k] in Italy, it is common and often advantageous from a fiscal standpoint for transfers
of real estate to take place v
ia transfers of the capital of real estate companies [so-
called share deal as opposed to asset deal]: the taxation level applied cannot be
standardized, but must be evaluated on a case
-by-case basis. In order to define the
Total Purchase Price, the purchas
er’s costs or acquisition fees [i.e. technical and legal
fees, stamp duty, agent fees, etc.], as at the Valuation Date should be added. All
rents and capital values, costs and other figures stated in this report are exclusive of
V.A.T.
ANNUAL REPORT 2021
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Esteemed
COIMA SGR
Piazza Gae Aulenti, 12,
20154 MILANO
Milan, 31 December 2021
Our Ref. SV/val 21.6703
Following the assignment entrusted to us, on 15 November 2018, by COIMA SGR
,
which
manages the Real Estate Fund
“Fondo Feltrinelli Porta Volta”,
and in accordance with the
provisions of the Bank of Italy Regulation of 19/1/2015, as amended, Title V - Chapter IV -
Section II - Paragraph 2.5 (Real estate) and 4 (Independent Valuer), the Ministerial Decree 30
of 5/3/2015 (Art. 16, as provided by the 2019 Budget Law)), Praxi S.p.A. performed, as the
Independent Valuer, the assessment of the Market Value of real estate assets of
“Fondo
Feltrinelli Porta Volta”
for budgetary purposes, with the reference date of
December 31
th
,
2021
.
Our assessment activities and this appraisal report comply with the IVS – International
Valuation Standards –2020 edition and RICS Valuation – Global Standards 2020 (“Red Book”).
PRAXI Real Estate is a Valuation Firm “regulated by RICS” [Firm n° 710985].
PRAXI has carried out this assessment being an External Independent Valuer, as defined by the
Red Book. PRAXI is not in conflict of interest with respect to the Client, to the other Subjects
involved or the property under valuation.
REAL ESTATE PORTFOLIO
The fund's portfolio consists of the following property:
•
Milan (Italy), Viale Pasubio, 13, with office and commercial use
Subject to the valuation are the buildings, including pertaining building systems (power,
heating, sewing, etc.) and land. While movable assets, documents, archives and, in general,
what is contained within the building in question are excluded from the valuation.
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Coima Sgr
–
Feltrinelli Volta Fund
Valuation as at 31/12/2021
page 2 on 13
BASIS OF VALUE AND APPRAISAL CRITERIA
Scope of the valuation is to determine the Market Value (MV) of the subject properties.
According to the definition provided in IVS – International Valuation Standards and in RICS
Valuation – Global Standards (“Red Book”) "Market Value" is “the estimated amount for which
an asset or liability should exchange on the valuation date, between a willing buyer and a willing
seller, in an arm’s length transaction, after proper marketing and where the parties had each
acted knowledgeably, prudently and without compulsion.” (IVS 2020 – IVS 104 Section 30.1;
RICS Red Book 2020 – VPS4 4).
In relation to the characteristics, current destination and potential uses of each property, the
following approaches have been used to calculate the Market Value:
−
discounted cash flow (DCF) method
The Value of the property stems from discounting the cash flow that will be generated by
the rent contracts and /or by the earnings from sales, net of the relevant costs of the property;
the process makes use of an appropriate discounting rate, which analytically takes into
account the risks that are characteristic of the property in question.
The appraisal considered the properties “as is”, that is to say in the conditions they were in
at the appraisal reference date, and taking account of the leases in place, from the point of
view of the adequacy of the fees compared to market rents, the period of residual validity of
contracts, of the relevant clauses (right of withdrawal from responsibility for maintenance,
etc..), the degree of reliability of the tenants and the risk of vacancy.
Our activity was done in compliance with current regulations and according to best
international appraisal practices, both in terms of valuation criteria and working
methodology.
SOURCE OF THE DATA USED IN THE APPRAISAL
In general, the appraisal was based on the technical data provided by client, which was taken
as being correct, reliable and fully updated. Specifically, from the documentation provided
by the Client we have taken the data relating to:
•
Gross surfaces of the property (provided on the previous half-yearly report);
•
Cadastral data;
•
Plans;
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•
Town Planning Regulation data;
•
Lease contracts;
•
Rent roll (surfaces, contracts and special clauses or limitations);
•
IMU property tax;
In particular, we derived from the documents provided us and from the direct comparison with
the Fund Managers, the data regarding:
•
Building surface;
•
Current lease contracts (real estate units concerned, rents, deadlines, renewal options
and/or early termination, etc.);
•
Planned extraordinary maintenance interventions or renovation works
Instead, the data, derived from our self-analysis and survey, are related to:
•
Market values and rents, according to the different uses and relevant locations;
•
Final sales price, construction time and absorption on the market, relating to the different
uses expected in the renovation/transformation projects;
•
Landlord costs regarding property management, extraordinary maintenance allowance,
registration tax on leases, commissions on rents and sales;
•
Cap rates and discount rates.
VALUATION APPROACHES
D
ISCOUNTED CASH FLOW
(DCF)
METHOD
Income-generating properties are those properties able to generate for the owner a rental
income, without the need for substantial structural works on the buildings and without any
change of destination of usage.
The property income is estimated by discounting the net cash flow generated by the current and
prospective lease contracts. For the majority of the assets, the final sale price (terminal value)
was determined by projecting the market rent at the end of the period; using a going-out cap
rate which incorporates an adequate spread in order to take account of the intrinsic risk of long-
term projections.
The
rental
income
were deducted from the lease contracts (passing rents) if existing, and from
our specific market analysis in the area and per specific typologies.
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For vacant units, and all units whose leases will expire during the term of the cash-flow
investment, the time needed to set up the same income was taken into account; at market
conditions (commercialization, periods of "vacancy" and "step-up" at the start of contracts,
related to time restyling, etc.).
The
landlord costs:
(IMU – municipal tax on real estate properties, insurance, property
management, allowance for extraordinary maintenance work, stamp duty, commissions on sales
and lease contracts) were given directly by the Client or determined by an analytical method
based on the information provided by the owner, or independently deduced by ourselves; with
reference to market standards and our experience with similar properties.
The
duration of the investment cash flow
was determined by reference to the number of years
of a lease for a different use, usually 6 + 6 and to the time needed, at the expiry of the contract,
to lead the new fully operational contract rent, after renegotiation / negotiation of a contract
with the same market conditions. Then the selling of the property to an "ordinary" investor, at
the time of the rental income maximization and, consequently, the final selling price.
It should be noted that the duration of the cash-flow assumed on the basis of the property
appraisal is not influenced, nor it is conditional to the SGR’s investment choices and decisions.
Which may or may not correspond with those of the “ordinary” investor; for this reason, it is
possible that some of the parameters and assumptions in this appraisal could, in principle, vary
from what is contained in the Fund’s business plan.
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page 5 on 13
MACROECONOMIC
AND
REAL
ESTATE
VARIABLES
The cash flow is expressed in current currency, and therefore incorporates a forecast of inflation
(for the indexation of costs) and real estate market trends (for the indexation of revenues).
The inflation trend is derived from the forecasts published in the April 2021 issue of Consensus
Forecast, published by Consensus Economics (one of the world's leading economic and
financial research centres - www.consensuseconomics.com).
The table below summarizes the forecasts for the performance of the main macroeconomic
variables in Italy over the next ten years.
As far as the inflation trend is concerned, in the first two years (four semesters) of the DCF, the
precise data indicated by Consensus Forecast was used, while for the remaining period the
average of the expected values was considered, thus reaching the following result:
The trend in the real estate market was determined separately for the first two years of cash
flow and for the following period. For the first two years, the estimate of the trend is of the
punctual type, while for the following period, it has been assumed to be in line with that of
inflation, and therefore reference has been made to the Consensus Forecast forecasts mentioned
above. These measures were adopted based on the projections on the Italian market, even in the
short term; do not represent a sufficiently stable and verifiable source of information.
Trend inflazione 1^ semestre
0,85%
Trend inflazione 2^ semestre
0,85%
Trend inflazione 3^ semestre
0,65%
Trend inflazione 4^ semestre
0,65%
Trend inflazione dal 5^ semestre in poi
0,90%
1,80%
annuo
Trend mercato immobiliare 1^ semestre
0,25%
Trend mercato immobiliare 2^ semestre
0,25%
Trend mercato immobiliare 3^ semestre
0,60%
Trend mercato immobiliare 4^ semestre
0,60%
Trend mercato immobiliare dal 5^ semestre in poi
0,90%
1,80%
annuo
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In addition, forecasts have also been made for the determination of the potential return on
invested capital (equity) regarding the performance of long-term government securities (risk
free return) and the EurIRS (the basis for determining the cost of long-term debt).
The return on 10-year government bonds was also derived from Consensus Forecast, and is
0.90% for 2021 (October 2021 forecast).
The trend of the EurIRS has been assumed equivalent to the average of the values of the last
twelve months, recorded by the specialized press, and is equal to 0.18% per year:
ott-20
-0,05
nov-20
-0,03
dic-20
-0,07
gen-21
-0,02
feb-21
0,18
mar-21
0,30
apr-21
0,36
mag-21
0,42
giu-21
0,37
lug-21
0,26
ago-21
0,16
set-21
0,31
Trend EurIRS ultimi 12 mesi
media EurIRS
0,18
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Valuation as at 31/12/2021
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C
APITALISATION AND DISCOUNT RATES
As indicated above, in the valuations done using the DCF method (both in the case of income-
generating properties, trade related properties and properties suitable for transformation)
appropriate capitalization and discount rates were used, which were determined according to
the criteria set out below.
General considerations regarding rates
The
capitalization rate
corresponds to the relationship that exists on the market between the
rent and the value of a specific property.
In the Italian context, reference is usually made to the gross return (the so-called
cash on cash
return
); in other words, the landlord costs (property taxes, insurance, property management,
etc.) are not deducted from the rental income.
In any case, as this is a measurement that represents the return on an investment, the
capitalization rate implicitly takes into account the risk on the investment of the property in
question, or at least the average risk grade of the market cluster that the property itself belongs
to.
The
discount rate
is the mathematical variable used to determine the “equivalent value”, at a
specific date, of a financial amount that is generated at a different moment in time.
In the case of property investments/developments, this rate is used to determine the actual value
of the costs and income expected during the course of the investment/development itself.
The discount rate is used to report at the present time the future cash flows expected to be
generated from investment property or transaction in real estate development, and it entails two
basic components: the return on an alternative investment with no risk (typically assumed to be
equal to the average yield on government bonds with a maturity homogeneous with respect to
the time horizon of reference) and the risk reward its operation (the premium linked to the
possibility that the investor does not receive the expected flow on the date applicable). The risk
is the potential that an event occurs unpredictably, meaning any event a significant change in
the results than expected.
The discount rate takes into account the specific risk of the investment (in addition to the macro-
economic and financial variables), and therefore differs case by case, in relation to the nature,
location, size, etc. of the property in question.
For all practical purposes, there is a direct relationship between the two rates; so much so that
(with other variables being equal and on condition that both processes are correctly developed),
the Market Value of a property calculated by using the direct capitalization method or the DCF
method should be the same.
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The differentiation factors are essentially two:
•
As already mentioned, in the Italian practice the capitalization rate is referred to gross
rental income, while the discount rate is applied to a cash flow from which the "real
cost" borne by the property is deducted from the gross rental income (which, on the
basis of data collected in our database, currently correspond on average to the 12% of
the gross rent);
•
the capitalization procedure takes into consideration a constant perpetuity (and thus is
"net" of the future trend of the real estate market), while in DCF costs and revenues that
contribute to determining the cash flows are indexed on the basis of expected inflation
trend and the market.
Market Returns
In theory, in the case of income-generating property, the performance of an investment property
implicitly incorporates two factors:
•
the risk-free component
•
Portion of written premiums in property investment specific risk in question.
It should be duly noted that in the valuation approach adopted by Praxi, real performance is
obtained directly from a market survey, covering the whole national territory and referring to
the main real estate typologies: traditional offices and shops; hospitality; retail; leisure and
entertainment; logistics and production.
For each type, the oscillation range of the gross yield is determined, with reference to a best
case and a worst case; specifically on this valuation, the range of performance is as follows:
Cap rate
Office
4,40%
(office, urban retail store)
8,00%
TROPHY ASSET
3,60%
(office, primary standing store)
5,90%
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Within that range, the rate of capitalization of the property in question is determined on the
basis of its situation and specific condition, with reference to:
•
the rental situation (quality and number of tenants, rental contracts conditions and
clauses, vacancy risk)
•
extrinsic factors (effectiveness of the localization, at national and local level, and market
trends)
•
Intrinsic factors (quality and state of maintenance, interchangeability, flexibility,
dimensional cut).
From gross yields (cap rates), we derive the range of the discount rate to be used in the income-
generating property DCF, taking into account the incidence of the costs of the property and the
real estate market trend forecasting. The precise positioning within that sector range depends
on the specific risk factors of the individual property.
From the foregoing, it is evident that our approach does not adopt a WACC methodology for
the determination of the DCF discount rate.
It is still possible to trace back the invested equity remuneration, on the basis of leverage and
the cost of financing a standard real estate investment that we found from the market.
The result of this calculation is shown backwards in the development of the valuation of
individual properties, just below the "speedometer", which visually shows the degree of risk
attached to the property being valued, than the range of the real estate segment which the
property itself it belongs.
Investor profit
It should be noted that, in compliance with international valuation standards and according to
the best practices that have now also become common in the Italian market, our valuation
approach considers the return on the capital invested in the development within the discount
rate. The expected remuneration for the equity corresponds to the internal rate of return (IRR)
for the investor, while the overall rate (that derives from the weighted average between the
remuneration for the equity and the cost of the debt) corresponds to the investment IRR.
DCF’s Length
Our DCF model for the estimation of the income-generating properties Market Value provides
a standard term of 15 years, six scanned. This period allows to include the entire cycle of an
ordinary lease (6 + 6 years), plus any vacancy rates and development income, and thus, in
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general terms, allows the standardization of the rental income stream to determinate the terminal
value for direct capitalization, using the fees of the last period and the going out cap rate above.
Indicators
For rental properties, there are reported in the "DCF" sheet of the evaluation attached some
significant development indicators, in addition to the Market Value and the vacancy rate, useful
to the synthetic interpretation of evaluation results:
•
Current rent, which corresponds to the annual rent generated by the amount of leases
in place;
•
Current yield, which represents the profitability of the lease contracts, compared to
the Market Value;
•
Market Rent, which is the total market rent, according to the parameters determined
from the estimation, just for the contracts which have their deadline during the DCF
time span;
•
Market return, which correspond to the cap rate of the property
•
Capex, which covers the total amount of the initial interventions of restoration /
renovation foreseen, charged to the property, including investments programmed
over the years by the property itself.
•
Reversionary yield (the ratio between Market Rent and Market Value, plus any initial
capex defined by estimation), which corresponds to the yield theoretically obtainable
by an investor which acquires the property at a price equal to the estimated value,
who get to put it entirely to income, with estimated Market Rent terms.
SPECIFICATIONS AND ASSUMPTIONS
For developing the estimation we had determine the property’s commercial
surface, attributing
to the different types of surface a representative weighting of their real estate value. In
particular, the accessory spaces have been virtualized in proportion both to their
location/consistency/quantity within the property and to the surfaces and destinations of the
main spaces as well as to the parameters assigned to them.
It is highlighted that in the DCF model we adopted some assumptions to take into account the
inflation trend and the market trend in an analytical way and referring to the entire period (15
years). Therefore, the slight gap that can be observed with a more punctual analysis on the half-
year period has to be considered as an intrinsic approximation of the model, with no significant
effect on the valuation of the asset.
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WORKING METHODOLOGY
The real estate portfolio was covered by specific site inspections (10/12/2020), with the aim to
observe the general characteristics and understand the urban context in which the assets are
located. At the same time we carried out specific market research in the areas concerned and
for the concerned building typologies, involving brokers and real estate operators with any
confidentiality and verifying, when possible, even cases of recent transactions (such
information integrated and updated the database on real estate market already held by our
Company).
In support to the assessment, we have assumed the technical documentation given to us by the
property, from which, in particular, we deduced the surfaces, the cadastral identifications and
the destinations of use, to be true and reliable, without making any further verification.
Lastly, we assumed that the real estate consistency, provided by the SGR, substantially
correspond to IPMS 1 (Gross External Area / Gross External Surface) as, internationally
defined.
LIMITATION OF SURVEY AND LIABILITY
It should be noted that no verification about the ownership title was carried out, nor was the
existence of possible rights or encumbrances on the valued assets inquired. The assessment
assumes that the assets are fully compliant with the ongoing legislation and regulations, in
particular as regards to the building codes standard, safety and fire prevention.
We did not consider any environmental liabilities imposed on the properties, which means those
costs to be incurred both to avoid environmental damage and to recover non-compliant
situations with the provisions of current regulations.
CHANGES COMPARED TO THE PREVIOUS VALUATION
The main changes compared to the previous valuation are shown below.
Changes in the subject of the appraisal
At 31/12/2021 compared to 30/09/2021, there were no changes in the subject of the estimate.
Minor extraordinary maintenance work or internal changes of little relevance to the valuation
were carried out.
Changes in legal, regulatory and contractual nature
During the half year 30/09/2021– 31/12/2021 no contractual changes have occurred that have
changed the rental status of the assets.
Changes of estimation matters
The costs related to the planning fees for the completion of urbanization works outside the
complex have been updated and are equal to € 700.000, according to the provided
documentation.
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IMPACT OF COVID-19 PANDEMIC ON REAL ESTATE MARKET
It is well known that the outbreak of COVID-19 virus is still having a strong impact on global
markets.
Despite the start of vaccine campaigns on global scale and the economic stimulus promoted by
governments, the outlook is still uncertain and a good number of economical sectors are still
suffering severe consequences; in the real estate market it is observed an intensification of
previous trends (such as the crisis of traditional retail activities, as the effect of the e-commerce
boom), and the rise of new trends, some of them not clearly defined yet (as the
smart working
rise), which are leading to more uncertainty and doubt in the corporate market. On the other
hand, some sectors have taken advantage from the situation: among them, logistics and the
housing market, which is evolving thanks to the interest of institutional investors and the
developments of innovative formats, dedicated to specific targets of users (senior housing,
student housing, etc.)
In Italy, the gap between prime and secondary segments of the real estate market has widened.
Prime assets are still the main focus of international investors and they are maintaining their
real estate prices, rents and yields roughly at the same level, while the rest of the market is
suffering scarcety of potential buyers, with a smaller number of transactions and the difficulty
of keeping real estate values at the same level.
Since it is not possible yet to forecast when the global context and local one as well will be
more stable, it is suggested to frequently monitor the trend of real estate values.
WORKING TEAM
This appraisal was coordinated and supervised by:
•
Antonio GAMBA (Legal Representative of Praxi S.p.A., a Registered Professional
Engineer in Milan n° 8913 dal 1966)
Project Coordinator
;
•
Massimo MAESTRI MRICS (n° 1279512 dal 2008) -
Technical Manager of the project
;
•
Salvatore Versaci MRICS (n° 5632881 dal 2013) -
Senior Valuer;
•
PRAXI Real Estate Study Centre.
Documents have been edited by the back-office team of the PRAXI’s Milan headquarter.
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CONCLUSIONS
Based on what has been set out above, it is our opinion that the Market Value of the properties
held by the FELTRINELLI FUND,
in the current conditions of use and availability, at the
reference date of 31 December 2021, is equal to:
€ 102.080.000,00
(euro onehundredandtwomillioneightythousand /00)
In accordance with valuation international standards, the final Value are expressed net of cost
(including tax) related to the eventual sale and purchase of the estimated property. As an
indication, we evaluate the incidence of these costs at around 3% on net market values.
Therefore, the gross Market Value considering these costs is equal to € 105.140.000,00.
In the individual appraisal reports, we describe the properties and the adopted valuation
procedures.
This report is signed by Antonio Gamba as the legal representative of PRAXI S.p.A. and
Massimo Maestri as the Technical Manager of the valuation; it states that both signatories are
meeting the requirements prescribed by paragraph 2 of art. 16 of the Ministerial Decree
30/2015.
Please do not hesitate to contact us should you require any further explanations. Best regards
Praxi S.p.A.
Praxi S.p.A.
Technical Manager
Legal Representative
Massimo Maestri MRICS
Antonio Gamba
Registered Valuer
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COIMA S.G.R. S.p.A
DECEMBER 31
st
, 2021
Institutional Closed-end Alternative Investment Fund
“COIMA CORE FUND VI”
EXECUTIVE SUMMARY
Market Value
ANNUAL REPORT 2021
355
KROLL Advisory S.p.A.
Direzione Generale
Sede Legale
Centro Direzionale Colleoni
Via Boccaccio, 4 - 20123 Milano - Italy
Palazzo Cassiopea 3 – Via Paracelso, 26
Società a socio unico - Capitale Sociale
€
1.100.000,00 i.v
20864 Agrate Brianza MB – Italy
Società soggetta alla attività di direzione e coordinamento di KROLL LLC con sede a New York
Tel. +39 039 6423.1
R.E.A. Milano 1047058
Fax +39 039 6058427
C.F. / Reg. Imprese / P.IVA 05881660152
info.krolladvisory@kroll.com
Agrate B.za, December 31
st
,2021
Rif. n. 21926R07
Messrs
COIMA SGR S.p.A.
Piazza Gae Aulenti, 12
20154 MILANO
To the kind attention of Mr Antonio Del Buono
Object:
Determination of the Fair Market Value of Real Estate Properties included in
Institutional Closed-end Alternative Investment Fund, called “COIMA CORE FUND VI”,
as of December 31
st
,2021 – EXECUTIVE SUMMARY
Dear Sirs,
in compliance with Your request,
KROLL Advisory S.p.A.
(hereinafter
REAG
) carried out the valuation
of the real estate assets in which the patrimony of the Institutional Closed-end Alternative Investment
Fund called “COIMA CORE FUND VI” is invested, in order to determine the Market Value as of
December 31
st
,2021.
The valuation will be used for a patrimonial verification, in compliance with the Italian law governing
the Asset Management companies (Decree of Ministry of Economic Affairs and Finance no. 30 dated
5 March 2015 and the Provision of Banca d’Italia dated 19 January 2015 “Regolamento sulla gestione
collettiva del Risparmio”, Item V, Article IV, Section II, as well as the Assogestioni guidelines of May
2010 and joint communication of Consob and Banca d’Italia dated 29 July 2010 and subseq. amend.
and suppl.
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Rif. 21926R07 “COIMA CORE FUND VI” ES 31
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December 2021
ASSET UNDER ANALYSIS
The real estate portfolio belonging to the "COIMA CORE FUND VI" consists of:
A single building, located in the CBD of Milano, intended for office use (Gioia 8) and hotel use
(Gioia 6).
Please refer to the individual evaluation reports attached for the characteristics of each asset.
In the second half of 2018 the Fund proceeded with the disposal of the building located in Rome,
Piazzale Sturzo.
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December 2021
Definitions
In this Executive Summary, the corresponding definition is to be
applied to the terms listed below, unless otherwise indicated in the ES
itself.
“Real Estate Property”:
represents the following assets subject to
being
appraised:
land,
buildings,
building
systems
and
land
improvements. Personal property and intangible assets shall be
excluded from the appraisal.
Valuation”
shall mean
“An opinion of the value of an asset or liability
on a stated basis, at a specified date.
If supplied in written form, all
valuation advice given by members is subject to at least some of the
requirements of the Red Book Global Standards – there are no
exemptions (
PS 1 paragraph 1.1
). Unless limitations are agreed in the
terms of engagement, this will be provided after an inspection, and
any further investigations and enquiries that are appropriate, having
regard to the nature of the asset and the purpose of the valuation”
(RICS Red Book, English edition, January 2022).
“Market value”
shall mean “
The estimated amount for which an asset
or liability should exchange on the valuation date between a willing
buyer and a willing seller in an arm’s length transaction, after proper
marketing and where the parties had each acted knowledgeably,
prudently and without compulsion”
(RICS Red Book, English edition,
January 2022).
“Market rent”
shall mean “
The estimated amount for which an
interest in real property should be leased on the valuation date
between a willing lessor and willing lessee on appropriate lease terms
in an arm’s length transaction, after proper marketing and where the
parties had each acted knowledgeably, prudently and without
compulsion
” (RICS Red Book, English edition, January 2022).
“Gross area”
measured along the external edge of the perimeter
walls of the building, to the centre line of the confining walls towards
Third Parties, it is expressed in square meters.
“Commercial area
” the gross area with the exclusion of technical
rooms, facilities, cellars, stairwells and/or lift shafts.
Valuation criteria
During the appraisal, REAG followed generally accepted valuation
concepts and methods, applying in particular the following valuation
methods.
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Market/Sales Comparison Approach
: is predicated on actual sales
transaction data. Sales are adjusted for comparability including time,
location, size, condition, utility and intangible benefits.
Income Capitalization Approach:
takes two different methodological
approaches into consideration:
Direct Capitalisation: based on capitalisation of future net incomes
generated by the property at a rate deduced from the real estate
market;
Discounted Cash Flow Method (DCF) based:
a)
on the calculation of future net incomes derived from Property
renting for a period of “n.” years;
b)
on the determination of the Market Value of the property by means
of the capitalisation in perpetuity of the net income at the end of
this period;
c)
on the discounted back net incomes (cash flow) as of the
evaluation date.
REAG determined Market Value in order to its highest and best use.
The highest and best use is defined as the reasonably probable and
legal use of vacant land or an improved property, which is physically
possible, appropriately supported, financially feasible, and that results
in the highest value.
In determining the Value of the Property, the criteria and methods of
evaluation conformed to the general directives issued by the Banca
d’Italia.
In addition, REAG:
according with the Client, carried out a site inspection during
December 2021;
conducted the valuations basing on the data provided by the
Client;
analysed the conditions of the local real estate market, taking
the economic data related thereto into consideration and
adapting it to the specific features of the properties by means
of appropriate statistical work-ups;
considered the building areas relating to the properties (gross
area divided by intended use) provided by the Client and not
verified by REAG;
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verified the city-planning situation of the properties, based on
the documentation supplied by the Client and by conducting
specific checks on the Milano and Rome Municipality websites
(city-planning section);
did not investigate the title to or any liabilities against the real
estate property but shall rely on the infor-mation provided by
the Client. REAG neither investigated nor assumed any
responsibility with regards to any right or encumbrance of the
property under appraisal.
did not verify permits, building licenses or assessments, but
considered the property as conforming to existing regulations;
did not be consider Environmental liabilities are the costs which
may be incurred to avoid environmental damages or to modify
situations which do not comply with ongoing regulations.
Contents of the Report
The report includes:
“Volume 0”
including the final report on the conclusions reached by
REAG, comprises the conclusion reached, Valuation considerations
and criteria, assumptions and limiting conditions and General Service
conditions.
The
“Volume 1”
, related to the analysis and the valuation of each real
estate property and consists of the following paragraphs:
ID data; surrounding area; property description; town planning
situation; real estate market; area chart;
Attachments: Valuation chart.
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Conclusions
The value conclusions concerning the valuation Report were treated
by REAG on the basis of the results obtained upon completion of all
of the following operations:
collection, selection, analysis and valuation of the data and
documents pertaining to the Property;
carrying out appropriate market surveys;
technical-financial work-ups;
collection, selection, analysis of the "Market / Rent Comparables"
as well as on the basis of the evaluative methods and principles
indicated previously.
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Based on the investigation and the premises outlined
Based on the investigation, and the premises outlined, it is our opinion that as of December 31
st
,
2021, the Market Value of the Real Estate Property constituting the Institutional Closed-end
Alternative Investment Fund called “COIMA CORE FUND VI” can be reasonably expressed as follows:
Counter
ASSET
MARKET VALUE (Euro)
31/12/2021
1
MILANO VIA M. GIOIA 6/8 OFFICE
55.500.000,00
2
MILANO VIA M. GIOIA 6/8 NH HOTEL VERDI
28.800.000,00
TOTAL
84.300.000,00
In line with practice in the Italian real estate market - which assumes the non-neutrality of taxation and transaction costs
according to the different types of third-party purchaser (companies, bodies, organizations, etc.) - the market value was
determined net of taxation and transaction costs. Assuming that the market value determined for the assets concerned by the
valuation corresponds to the price agreed upon by the parties to the sale and that the incidence of transaction costs is assumed
to be 3% of said price, the third party purchaser would pay a total purchase price of 86.800.000 euro.
The COVID-19 pandemic continues to have a global impact on world economies, although the year 2021 has seen a significant recovery, which, nationally, has resulted in
a forecast a 6% recovery of the GDP for 2021 (against a drop of 8.9% in 2020). Over the course of 2021, a slowdown of the epidemic was witnessed, as the vaccination
campaign progressed; the situation described was accompanied by a gradual relaxation of restrictions in the Spring of 2021, in addition to the introduction of the
obligation of a “green pass”, starting from August, as a condition to be able to carry out various types of activities.
The situation has improved considerably compared to past months, although there is still uncertainty linked to the duration of the vaccine effectiveness over time and the
ever-present risk of the development of new, more transmissible and resistant variants of the Coronavirus. All the above being understood, the actual absence of
restrictions and the contribution of the Recovery Fund “Next Generation EU”, in addition to putting into effect measures for motivating the economy, sketch out a very
positive picture for the Italian economy, with effects also expected on the real estate market and in the construction sector.
At the valuation date, real estate markets are again active in most of the asset classes, with a volume of transactions sufficient to support carrying out the valuation by
means of market evidence. Market dynamics vary based on the specific sector and particular location.
To avoid misunderstandings, this explanatory note was introduced to guarantee the necessary transparency and supply further information about the market context, in
which our value opinion was drawn up. By observing the volatile trend of markets and the still-clear effects of the pandemic on the real estate market, too, it is deemed
timely to cautiously consider the conditions of uncertainty, even in a scenario of regained, post-pandemic normality of economic and production activities.
In view of the continuation of the pandemic and the readjustment of different markets, including the real estate market, the value judgment expressed does not reflect a
«substantial uncertainty» (Material Valuation Uncertainty), as defined by the VPS 3 and VPGA 10 of the RICS Valuation - Global Standards. However, we would like to
point out that the conditions of the market change quickly and that the valuation data and specific market conditions at that date are of clear importance.
KROLL Advisory S.p.A.
Drafted by:
Supervision and control:
Christian Cavenaghi
Simone Spreafico
Director Valuation & Investment
Managing Director, Advisory & Valuation Dept.
Paola Ricciardi
Mauro Corrada
Country Managing Director
Chief Executive Officer
The results of our findings can be understood only by reading the whole report, consisting of:
-
Statement of Value including valuation criteria, assumptions and limiting conditions, general
service conditions;
-
Description reports and attachments, including in Volume 1.
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Work Team:
The performance of the valuation and drafting of the Report was managed by:
Simone Spreafico –
Managing Director, Advisory & Valuation Dept.
with the supervision of and control by:
Christian Cavenaghi –
Director, Valuation & Investment
Federica Minnella –
Director, Hospitality&Leisure Division
and collaboration of:
Davide Vergani –
Associate Director, Hospitality&Leisure Division
Claudia Losa
–
Site inspection and technical analysis
R&D Office –
Market Analysis
Micaela Beretta –
Editing
ANNUAL REPORT 2021
363
ASSUMPTIONS AND LIMITING CONDITIONS
ASSUMPTIONS AND LIMITING CONDITIONS – KROLL Advisory S.p.A. Pag. 11 di 15
ASSUMPTIONS AND LIMITING CONDITIONS
REAG has expressly indicated the date to which the opinions
and conclusions of value refer. The value opinion presented
therein is based on the status of the economy and on the
purchasing power of the currency stated in the report as of the
date of the valuation.
REAG did not carry out the verifications of the area or
boundaries of the property subject to analysis on the basis of
the supplied documents.
All indications regarding the area and boundaries of the
property are supplied by REAG only with the purpose of
identifying the property subject to analysis.
These identifications cannot be included in property transfer
deeds or any other legal document, without the accurate
verification on the part of a notary or legal advisor.
Any plans, should they be present, are intended to be used
solely as aids to represent the property and the area in which it
is located. Although these materials were prepared using the
most accurate data available, they should not be considered as
a survey or as a plan to scale.
No environmental impact study has been ordered or made.
Full compliance with all applicable laws and governmental
regulations was assumed unless otherwise stated in this report.
We have also assumed responsible ownership and that all
required licenses, permits, or other legislative or administrative
authority from any applicable government or private entity
organization either have been or can be obtained or renewed
for any use that is relevant to this analysis.
The value estimate contained within the final report specifically
excludes the impact of substances such as asbestos, urea-
formaldehyde foam insulation, other chemicals, toxic wastes, or
other potentially hazardous materials or of structural damage or
environmental contamination resulting from earthquakes or
other causes, unless stated to the contrary in this report. It is
recommended that the reader of the report consult a qualified
structural engineer and/or industrial hygienist for the evaluation
of possible structural or environmental defects, the existence of
which could have a material impact on value.
REAG did not make specific compliance survey and analysis of
the property to determine whether or not it is compliant with
the various detailed requirements of the law, concerning the
possibility for disabled people to enter work places, unless
stated to the contrary in this report.
No soil analysis or geological studies were provided by REAG,
nor were any water, oil, gas, or other subsurface minerals nor
were the rights of use and conditions were investigated.
Regarding the assets subject to appraisal, REAG did not
investigate the title to or any liabilities against the real estate
property but relied on the information provided by the Client.
REAG neither investigated nor assumed any responsibility with
regards to any right or encumbrance of the property under
appraisal. REAG did not verify permits, building licenses or
assessments, but considered the property as conforming to
existing regulations.
REAG assumed that all applicable zoning and use regulations
and restrictions have been complied with unless stated to the
contrary in this report. Furthermore, REAG assumed that the
utilization of the land and improvements is within the
boundaries of the property described and that no encroachment
or trespassing exists.
Charges (including taxes) that might emerge from the sale or
purchase of the property were not taken into consideration.
VAT (Value Added Tax) is not included in the values expressed.
The site inspection on the property has been carried out by staff
who are experts in the real estate division.
Nevertheless REAG, unless otherwise provided for by this
report, did not express any opinion and will not be responsible
for the structural integrity of the property, including its
conformity to specific governmental code requirements such as
fire prevention, earthquake resistance, workers’ safety or for
physical defects not evident to the appraiser.
The value conclusions reached by REAG shall not replace any
conclusion, determination and decision made by the Client and /
or a third party.
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GENERAL SERVICE CONDITIONS
GENERAL SERVICE CONDITIONS – KROLL Advisory S.p.A.
Pag. 12 di 15
GENERAL SERVICE CONDITIONS
Agreement
The Contract governing this engagement, including these
General Service Conditions, represents the entire agreement
between REAG and the Client. It supersedes any prior oral or
written agreement and may not be altered except by the mutual
agreements of all parties thereto.
Non-Assignment
None of the Parties can transfer the contract to Third Parties,
neither in whole nor in part, without prior written agreement of
the other Party, as provided for by art. 1406 c.c, except for the
case of conveyance of the firm.
The Client may not delegate Third Parties to make the whole
payment of the compensation in favour of REAG, without the
written agreement of REAG.
The Client acknowledges to have been informed by Reag about
the possibility of the Assignment of Credit (hereinafter the
“Assignment”) to any legal person appointed by Reag
(hereinafter the “Cessionary”). The Client agrees from now on
and without reserve to such Assignment and commits himself
to signing any document which may be necessary for legal and
administrative regularization on Reag request. The Client may
possibly be notified of the Assignment by means of either
registered
letter
with
acknowledgement
of
delivery
or
extrajudicial act. With effect from the invoice factoring, the
Client shall be bound to pay any amount due according to this
agreement and to keep to any contractual obligation.
Client of Record
Only the signed Client(s) of Record may rely on the results of
REAG’s work. No Third Party shall have reliance or contractual
rights of REAG’s Client(s) of Record without REAG’s prior
written consent. No Party should rely on the results of REAG’s
work as a substitute for its own due diligence.
Communication
Electronic media including e-mail and faxes are acceptable
vehicles
to
communicate
all
materials
unless
such
communication forms are expressly prohibited in the Contract.
The Client is expected to communicate and to give information
to the Client Service Team assigned by REAG to this
engagement. The Client shall not assume nor enlist the Client
Service Team assigned by REAG to any work contemplated by
the Contract to have knowledge of information provided to
others not part of the team.
Contingent Fees
REAG’s compensation is not contingent in any way upon its
opinion or conclusions or upon any subsequent event directly
related to those opinions or conclusions. The Client shall pay
REAG’s invoices in accordance with their stated terms.
Confidentiality of data and information.
REAG maintained strictly confidential all information and data
relating to the object of the engagement and its performance,
and undertook not to disclose them or make them known to
third parties, except in compliance with the provisions and
provisions of the Authority.
REAG has the right to show the files and work notes in the
context of any quality or compliance audits carried out by
certification organizations to which REAG or its employees are
associated. Any such access continues to be subject to the
same confidence and protection by both REAG and the
certification organizations. The information has not been
handled and will not be handled as confidential if:
i) it is at the moment of the disclosure or later released to the
public;
ii) at the time of disclosure to REAG, the information was
already in its possession;
iii) the information was obtained from a third party not subject
to confidentiality obligations towards the Customer.
Unless
mandated
by
applicable
laws
or
governmental
regulations, Client shall not disclose any part REAG’s work
product, its confidential materials, or its role in the engagement
to anyone not stipulated in the Contract, without the prior
written consent of REAG.
Possession of this report or any copy thereof does not carry
with it the right of publication.
No portion of this report
(especially any conclusion, the identity of any individuals signing
or associated with this report or the firms with which they are
connected, or any reference to the professional associations or
organizations with which they are affiliated or the designations
awarded by those organizations) shall be disseminated to third
parties through prospectus, advertising, public relations, news,
or any other means of communication without the written
consent and approval of REAG.
ANNUAL REPORT 2021
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GENERAL SERVICE CONDITIONS
GENERAL SERVICE CONDITIONS – KROLL Advisory S.p.A.
Pag. 13 di 15
REAG has the right to include the name of the Customer in his
list of references.
Data Protection
The Parties recognised that they each processed or shall each
be
processing
personal
data
in
connection
with
the
performance of their obligations and/or exercise of their rights
under this Agreement and/or as otherwise required by law or
regulation and that the factual arrangement between them
dictated the role of each Party (as to data controller or data
processor)
in
respect
of
the
Data
Protection
Laws.
Notwithstanding
the
foregoing,
the
Parties
agreed
and
acknowledged that where either Party processed personal data
pursuant to or in relation to this Agreement, that Party carried
out the processing for its own purposes, and as such is a data
controller under the Data Protection Laws.
Each Party at all times complies with its respective obligations
under all applicable Data Protection Laws to the extent such
Data Protection Laws applies to it in connection with the
performance of its obligations or exercise of its rights under this
Agreement.
Force Majeure
Neither the Client nor REAG shall be liable for delays or for
failures to perform according to the terms of the Contract due to
circumstances that are beyond their individual control.
Governing Law, Jurisdiction and Venue
This Contract shall be governed exclusively by the Italian Law.
Any disputes regarding these agreements will be handled
exclusively by the Italian Judge and will fall within the territorial
jurisdiction of the Court of Milan.
Indemnity and limitation of compensation
Client shall hold harmless and indemnify REAG against and
from any harmful consequence which REAG may become
subject to in connection with this engagement, except to the
extent finally judicially determined to have resulted from the
negligence or intentional misconduct of REAG.
REAG shall hold harmless and indemnify the Client against and
from any harmful consequence deriving from the nonfulfillment
or
breach
of
the
engagement.
Without
prejudice
to
indemnification for bodily injury or material property damage as
stated below, REAG’s liability to Client and to any recipient of
any Reliance letter and Re-Addressing shall in no event exceed
the fees it receives as a result of the engagement, except to the
extent determined to have resulted from major negligence or
intentional misconduct of REAG Moreover REAG’s liability
extent is to be understood as limit in the aggregate for all claims
for indemnification/compensation that may be issued by all
recipients of the Report and of Reliance letters and/or Re-
addressing.
REAG shall hold harmless and indemnify Client against and
from any harmful consequence for bodily injury or material
property damage caused by REAG personnel or representatives
during the performance of the engagement, except to the
extent of Client’s negligence.
The extent of indemnification and compensation is however
strictly consequent and proportional to REAG employees or
representatives’ behavior and actions.
While on Client’s premises, REAG staff in charge with any work
related to the engagement shall comply with all posted safety
instructions or safety procedures requested by Client.
Independent Contractor
REAG and the Client shall be independent contractors with
respect to each other. REAG has reserved the right to use
subcontractors in executing the engagement. REAG is an equal
opportunity employer.
Subcontract
Reag has reserved the right to appoint subcontractors to
perform all or part of the services offered herein, provided that,
by having signed the proposal, the Client consented to
subcontracting as provided for by Art. 1656 of the Italian Civil
Code.
Should a subcontractor be appointed by Reag, the liability
undertaken by Reag towards the Client shall remain unaltered,
within the limits outlined herein, and include the services
provided to the Client through the subcontractor.
A subcontractor appointed by Reag shall observe the same
confidentiality obligations undertaken by Reag and set forth
herein.
Limits on the Use of the Work
REAG’s report may be used only for the specific use or uses
stated in the Contract, and any other use is invalid.
Matters legal in nature
No responsibility is assumed for matters legal in nature. No
investigation has been made regarding the title of or any
05
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GENERAL SERVICE CONDITIONS
GENERAL SERVICE CONDITIONS – KROLL Advisory S.p.A.
Pag. 14 di 15
liabilities against the property appraised. We have assumed
that the owner’s claim is valid, the property rights are good and
marketable, and there are no encumbrances that cannot be
cleared through normal processes, unless otherwise stated in
this report.
Reliance on Information Provided by the Client
REAG is entitled to rely without independent verification on the
accuracy and completeness of all of the information, data,
documents or technical analyses provided by the Client or its
advisors. Although gathered from sources that we believe are
reliable, no guarantee is made, nor liability assumed for the
truth or accuracy of any data, opinions, or estimates furnished
by others, unless stated to the contrary in this report.
Retention
Unless stipulated to the contrary in this report or in a related
written agreement, REAG retains as its property all files,
documents, work papers, and other results, developed during
the course of the engagement. Such materials will be retained
for a period of at least 5 years. During this retention period, the
Client shall have access to these documents to assist it in
completing the specific use or uses stated in the Contract,
subject only to reasonable notification.
Standards of Performance
REAG
performed
the
engagement
in
accordance
with
applicable
professional
standards.
However,
professional
services
usually
involve
judgements
made
in
uncertain
environments and based on an analysis of data that may be
unverified or subject to change over time. The Client and other
parties to whom the Client provides access to the results of
REAG’s work, shall evaluate the performance of REAG based
on the specifications of the Contract as well as on the applicable
professional standards.
Scope of the work
REAG should be obligated only for services specified in the
contract, and only for changes to the scope of those services
that are set forth in any subsequent written agreement. As a
result, the scope of the work does not include unrelated services
or the responsibility to update any of the work after its
completion. Further, REAG reserves the right to decline to
perform any additional services, if REAG believes such services
would create an actual or perceived conflict of interests or
would be illegal or in violation of applicable regulations of
professional standards.
Testimony
REAG’s services do not include giving testimony or participating
in or attending court or any other legal or regulatory hearings or
inquiries unless provided for in the Contract or in a subsequent
written agreement.
Ethical code – Model 231
The Client takes note that REAG has adopted its own ethical
code
(hereinafter
“Ethical
code”)
and
its
organization,
management and control model according to principles and
guidelines of Decreto Legislativo n. 231/2001 (hereinafter
“Model 231”). The adoption of Model 231 is intended to prevent
any crimes which Decreto Legislativo n. 231/2001 refers to and
to avoid any related sanction. Copy of the Ethical code in force
is available upon specific request.
The Client declares that they and any of their direct and/or
indirect parent companies and subsidiaries: - do not deal (do
not have offices, business, investments, transactions) with
sensitive countries and/or countries subject to sanctions and
embargos imposed by the UN, USA, EU and local governments;
- do not do business with individuals or entities based/operating
in said countries; - are not subject to said sanctions.
Clash of interests
Six –months after delivery of the final report REAG shall be able
to submit to Third Parties proposals concerning the real estate
assets which are the subject of this report.
Time limit for refutations, Complaints, Limitation period of the
action
Without prejudice to any applicable binding laws, and on pain
of forfeiture, the Client may demonstrate dissatisfaction to
REAG
by
sending
a
complaint
via
e-mail
to
customercare@reag-dp.com
within 30 days of receipt of the
Report. Said complaint shall state the reasons for the
dissatisfaction and any faults, errors and/or dissimilarities being
contested. In order to accept and respect the requests of the
Client, REAG shall carefully review any claim, verifying and
analysing the work.
REAG and the Client herewith expressly acknowledge and
declare that this agreement constitutes a services supply
agreement and, hence, any action against KROLL Advisory
S.p.A. is subject to a two-year limitation period, as per Art 1667
of the Italian Civil Code.
ANNUAL REPORT 2021
367
KROLL Advisory S.p.A. | KRYALOS SGR
pag. 15 di 15
Rif. N. [
●
] – 31 Dicembre 2021
Contact
KROLL Advisory S.p.A.
Centro Direzionale Colleoni
Palazzo Cassiopea 3- Via Paracelso, 26
20864 Agrate Brianza (MB) Italy
T + 39 039 6423 1
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05
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COIMA S.G.R. S.p.A
DECEMBER 31
st
, 2021
Institutional Closed-end Alternative Investment Fund
“COIMA CORE FUND VIII”
EXECUTIVE SUMMARY
Market Value
ANNUAL REPORT 2021
369
KROLL Advisory S.p.A.
Direzione Generale
Sede Legale
Centro Direzionale Colleoni
Via Boccaccio, 4 - 20123 Milano - Italy
Palazzo Cassiopea 3 – Via Paracelso, 26
Società a socio unico - Capitale Sociale
€
1.100.000,00 i.v
20864 Agrate Brianza MB – Italy
Società soggetta alla attività di direzione e coordinamento di KROLL LLC con sede a New York
Tel. +39 039 6423.1
R.E.A. Milano 1047058
Fax +39 039 6058427
C.F. / Reg. Imprese / P.IVA 05881660152
info.krolladvisory@kroll.com
Agrate B.za, December 31
st
,2021
Rif. n. 23119R04
Messrs
COIMA SGR S.p.A.
Piazza Gae Aulenti, 12
20154 MILANO
To the kind attention of Mr Antonio Del Buono
Object:
Determination of the Fair Market Value of Real Estate Properties included in
Institutional Closed-end Alternative Investment Fund, called “COIMA CORE FUND
VIII”, as of December 31
st
, 2021 – EXECUTIVE SUMMARY
Dear Sirs,
in compliance with Your request, KROLL Advisory S.p.A. (hereinafter REAG) carried out the valuation
of the real estate assets in which the patrimony of the Institutional Closed-end Alternative Investment
Fund called “COIMA CORE FUND VIII” is invested, in order to determine the Market Value as of
December 31
st
, 2021.
The valuation will be used for a patrimonial verification, in compliance with the Italian law governing
the Asset Management companies (Decree of Ministry of Economic Affairs and Finance no. 30 dated
5 March 2015 and the Provision of Banca d’Italia dated 19 January 2015 “Regolamento sulla gestione
collettiva del Risparmio”, Item V, Article IV, Section II, as well as the Assogestioni guidelines of May
2010 and joint communication of Consob and Banca d’Italia dated 29 July 2010 and subseq. amend.
and suppl.
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KROLL Advisory S.p.A. for COIMA S.G.R. SpA
Pag. 4 of 15
Rif. 23119R04 “COIMA CORE FUND VIII” ES 31
st
December 2021
ASSET UNDER ANALYSIS
The real estate portfolio belonging to the "COIMA CORE FUND VIII" consists of:
A single building, located in the south-west periphery of Milan – Via Lorenteggio 240, intended for
office use (Vodafone Village).
Please refer to the individual evaluation report attached for the characteristics of the asset.
ANNUAL REPORT 2021
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KROLL Advisory S.p.A. for COIMA S.G.R. SpA
Pag. 5 of 15
Rif. 23119R04 “COIMA CORE FUND VIII” ES 31
st
December 2021
Definitions
In this Executive Summary, the corresponding definition is to be
applied to the terms listed below, unless otherwise indicated in the ES
itself.
“Real Estate Property”:
represents the following assets subject to
being
appraised:
land,
buildings,
building
systems
and
land
improvements. Personal property and intangible assets shall be
excluded from the appraisal.
“Valuation
” is defined by the Royal Institution of Chartered Surveyors
(“RICS”) as: an opinion of the value of an asset or liability on a stated
basis, at a specified date. Unless limitations are agreed in the Terms
of Engagement this will be provided after an inspection, and any
further investigations and enquiries that are appropriate, having
regard to the nature of the property and the purpose of the valuation.
“Market Value”
The estimated amount for which an asset or liability
should exchange on the valuation date between a willing buyer and a
willing seller in an arm’s length transaction, after proper marketing
and where the parties had each acted knowledgeably, prudently and
without compulsion
. (RICS Red Book, July 2017)
“Market Rent”
The estimated amount for which an interest in real
property should be leased on the valuation date between a willing
lessor and willing lessee on appropriate lease terms in an arm’s length
transaction, after proper marketing and where the parties had each
acted knowledgeably, prudently and without compulsion
. (RICS Red
Book, July 2017).
“Gross area”
measured along the external edge of the perimeter
walls of the building, to the centre line of the confining walls towards
Third Parties, it is expressed in square meters.
“Commercial area
” the gross area with the exclusion of technical
rooms, facilities, cellars, stairwells and/or lift shafts.
Valuation criteria
During the appraisal, REAG followed generally accepted valuation
concepts and methods, applying in particular the following valuation
methods.
Market/Sales Comparison Approach
: is predicated on actual sales
transaction data. Sales are adjusted for comparability including time,
location, size, condition, utility and intangible benefits.
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Pag. 6 of 15
Rif. 23119R04 “COIMA CORE FUND VIII” ES 31
st
December 2021
Income Capitalization Approach:
takes two different methodological
approaches into consideration:
Direct Capitalisation: based on capitalisation of future net
incomes generated by the property at a rate deduced from the
real estate market;
Discounted Cash Flow Method (DCF) based:
a)
on the calculation of future net incomes derived from Property
renting for a period of “n.” years;
b)
on the determination of the Market Value of the property by
means of the capitalisation in perpetuity of the net income at
the end of this period;
c)
on the discounted back net incomes (cash flow) as of the
evaluation date.
REAG determined Market Value in order to its highest and best use.
The highest and best use is defined as the reasonably probable and
legal use of vacant land or an improved property, which is physically
possible, appropriately supported, financially feasible, and that results
in the highest value.
In determining the Value of the Property, the criteria and methods of
evaluation conformed to the general directives issued by the Banca
d’Italia.
In addition, REAG:
As agreed with the Owner, carried out a site inspection on the
property in November 2021;
conducted the valuation basing on the data provided by the
Client;
analysed the conditions of the local real estate market, taking
the economic data related thereto into consideration and
adapting it to the specific features of the properties by means
of appropriate statistical workups;
considered the building areas relating to the property (gross
area divided by intended use) provided by the Client and not
verified by REAG;
verified the city-planning situation of the property, based on
the documentation supplied by the Client and by conducting
specific checks on the Milano Municipality websites (city-
planning section);
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Pag. 7 of 15
Rif. 23119R04 “COIMA CORE FUND VIII” ES 31
st
December 2021
did not investigate the title to or any liabilities against the real
estate property but shall rely on the infor-mation provided by
the Client. REAG neither investigated nor assumed any
responsibility with regards to any right or encumbrance of the
property under appraisal.
did not verify permits, building licenses or assessments, but
considered the property as conforming to existing regulations;
did not be consider Environmental liabilities are the costs which
may be incurred to avoid environmental damages or to modify
situations which do not comply with ongoing regulations.
Contents of the Report
The report includes:
“Volume 0”
including the final report on the conclusions reached by
REAG, comprises the conclusion reached, Valuation considerations
and criteria, assumptions and limiting conditions and General Service
conditions.
The
“Volume 1”
, related to the analysis and the valuation of the real
estate property and consists of the following paragraphs:
ID data; surrounding area; property description; town planning
situation; real estate market; area chart;
Attachments: Valuation chart.
Conclusions
The value conclusions concerning the valuation Report were treated
by REAG on the basis of the results obtained upon completion of all
of the following operations:
collection, selection, analysis and valuation of the data and
documents pertaining to the Property;
site inspection;
carrying out appropriate market surveys;
technical-financial workups;
collection, selection, analysis of the "Market / Rent Comparables"
as well as on the basis of the evaluative methods and principles
indicated previously.
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KROLL Advisory S.p.A. for COIMA S.G.R. SpA
Pag. 8 of 15
Rif. 23119R04 “COIMA CORE FUND VIII” ES 31
st
December 2021
Based on the investigation and the premises outlined
Based on the investigation, and the premises outlined, it is our opinion that as of December 31
st
,
2021, the Market Value of, of the property representing the assets of the closed-end and reserved
type real estate investment fund, called "COIMA CORE FUND VIII", in the state of occupation in which
they are located on that date, is equal to:
Market Value:
Euro 206.300.000,00
(Euro Two Hundred Six Million Three Hundred Thousand/00)
In line with practice in the Italian real estate market - which assumes the non-neutrality of taxation and transaction costs
according to the different types of third-party purchaser (companies, bodies, organizations, etc.) - the market value was
determined net of taxation and transaction costs. Assuming that the market value determined for the assets concerned by the
valuation corresponds to the price agreed upon by the parties to the sale and that the incidence of transaction costs is assumed
to be 3% of said price, the third party purchaser would pay a total purchase price of 212,500,000 euros.
The COVID-19 pandemic continues to have a global impact on world economies, although the year 2021 has seen a significant recovery, which, nationally, has resulted in
a forecast a 6% recovery of the GDP for 2021 (against a drop of 8.9% in 2020). Over the course of 2021, a slowdown of the epidemic was witnessed, as the vaccination
campaign progressed; the situation described was accompanied by a gradual relaxation of restrictions in the Spring of 2021, in addition to the introduction of the
obligation of a “green pass”, starting from August, as a condition to be able to carry out various types of activities. The situation has improved considerably compared to
past months, although there is still uncertainty linked to the duration of the vaccine effectiveness over time and the ever-present risk of the development of new, more
transmissible and resistant variants of the Coronavirus. All the above being understood, the actual absence of restrictions and the contribution of the Recovery Fund
“Next Generation EU”, in addition to putting into effect measures for motivating the economy, sketch out a very positive picture for the Italian economy, with effects also
expected on the real estate market and in the construction sector. At the valuation date, real estate markets are again active in most of the asset classes, with a volume of
transactions sufficient to support carrying out the valuation by means of market evidence. Market dynamics vary based on the specific sector and particular location. To
avoid misunderstandings, this explanatory note was introduced to guarantee the necessary transparency and supply further information about the market context, in
which our value opinion was drawn up. By observing the volatile trend of markets and the still-clear effects of the pandemic on the real estate market, too, it is deemed
timely to cautiously consider the conditions of uncertainty, even in a scenario of regained, post-pandemic normality of economic and production activities.
In view of the continuation of the pandemic and the readjustment of different markets, including the real estate market, the value judgment expressed does not reflect a
«substantial uncertainty» (Material Valuation Uncertainty), as defined by the VPS 3 and VPGA 10 of the RICS Valuation - Global Standards. However, we would like to
point out that the conditions of the market change quickly and that the valuation data and specific market conditions at that date are of clear importance.
KROLL Advisory S.p.A.
Drafted by:
Supervision and control:
Christian Cavenaghi
Simone Spreafico
Director Valuation & Investment
Managing Director, Advisory & Valuation Dept.
Paola Ricciardi
Mauro Corrada
Country Managing Director
Chief Executive Officer
The results of our findings can be understood only by reading the whole report, consisting of:
-
Statement of Value including valuation criteria, assumptions and limiting conditions, general service
conditions;
-
Description reports and attachments, including in Volume 1.
ANNUAL REPORT 2021
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KROLL Advisory S.p.A. for COIMA S.G.R. SpA
Pag. 9 of 15
Rif. 23119R04 “COIMA CORE FUND VIII” ES 31
st
December 2021
Work Team:
The performance of the valuation and drafting of the Report was managed by:
Simone Spreafico –
Managing Director, Advisory & Valuation Dept.
with the supervision of and control by:
Christian Cavenaghi –
Director, Valuation & Investment
and collaboration of:
Claudia Losa – Technician, site inspection and analysis
R&D Office –
Market Analysis
Micaela Beretta –
Editing
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ASSUMPTIONS AND LIMITING CONDITIONS
ASSUMPTIONS AND LIMITING CONDITIONS – KROLL Advisory S.p.A.
Pag. 10 of 15
ASSUMPTIONS AND LIMITING CONDITIONS
REAG has expressly indicated the date to which the opinions
and conclusions of value refer. The value opinion presented
therein is based on the status of the economy and on the
purchasing power of the currency stated in the report as of the
date of the valuation.
REAG did not carry out the verifications of the area or
boundaries of the property subject to analysis on the basis of
the supplied documents.
All indications regarding the area and boundaries of the
property are supplied by REAG only with the purpose of
identifying the property subject to analysis.
These identifications cannot be included in property transfer
deeds or any other legal document, without the accurate
verification on the part of a notary or legal advisor.
Any plans, should they be present, are intended to be used
solely as aids to represent the property and the area in which it
is located. Although these materials were prepared using the
most accurate data available, they should not be considered as
a survey or as a plan to scale.
No environmental impact study has been ordered or made.
Full compliance with all applicable laws and governmental
regulations was assumed unless otherwise stated in this report.
We have also assumed responsible ownership and that all
required licenses, permits, or other legislative or administrative
authority from any applicable government or private entity
organization either have been or can be obtained or renewed
for any use that is relevant to this analysis.
The value estimate contained within the final report specifically
excludes the impact of substances such as asbestos, urea-
formaldehyde foam insulation, other chemicals, toxic wastes, or
other potentially hazardous materials or of structural damage or
environmental contamination resulting from earthquakes or
other causes, unless stated to the contrary in this report. It is
recommended that the reader of the report consult a qualified
structural engineer and/or industrial hygienist for the evaluation
of possible structural or environmental defects, the existence of
which could have a material impact on value.
REAG did not make specific compliance survey and analysis of
the property to determine whether or not it is compliant with
the various detailed requirements of the law, concerning the
possibility for disabled people to enter work places, unless
stated to the contrary in this report.
No soil analysis or geological studies were provided by REAG,
nor were any water, oil, gas, or other subsurface minerals nor
were the rights of use and conditions were investigated.
Regarding the assets subject to appraisal, REAG did not
investigate the title to or any liabilities against the real estate
property but relied on the information provided by the Client.
REAG neither investigated nor assumed any responsibility with
regards to any right or encumbrance of the property under
appraisal. REAG did not verify permits, building licenses or
assessments, but considered the property as conforming to
existing regulations.
REAG assumed that all applicable zoning and use regulations
and restrictions have been complied with unless stated to the
contrary in this report. Furthermore, REAG assumed that the
utilization of the land and improvements is within the
boundaries of the property described and that no encroachment
or trespassing exists.
Charges (including taxes) that might emerge from the sale or
purchase of the property were not taken into consideration.
VAT (Value Added Tax) is not included in the values expressed.
The site inspection on the property has been carried out by staff
who are experts in the real estate division.
Nevertheless REAG, unless otherwise provided for by this
report, did not express any opinion and will not be responsible
for the structural integrity of the property, including its
conformity to specific governmental code requirements such as
fire prevention, earthquake resistance, workers’ safety or for
physical defects not evident to the appraiser.
The value conclusions reached by REAG shall not replace any
conclusion, determination and decision made by the Client and /
or a third party.
ANNUAL REPORT 2021
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GENERAL SERVICE CONDITIONS
Pag. 11 of 15
GENERAL SERVICE CONDITIONS
Agreement
The Contract governing this engagement, including these
General Service Conditions, represents the entire agreement
between REAG and the Client. It supersedes any prior oral or
written agreement and may not be altered except by the mutual
agreements of all parties thereto.
Non-Assignment
None of the Parties can transfer the contract to Third Parties,
neither in whole nor in part, without prior written agreement of
the other Party, as provided for by art. 1406 c.c, except for the
case of conveyance of the firm.
The Client may not delegate Third Parties to make the whole
payment of the compensation in favour of REAG, without the
written agreement of REAG.
The Client acknowledges to have been informed by Reag about
the possibility of the Assignment of Credit (hereinafter the
“Assignment”) to any legal person appointed by Reag
(hereinafter the “Cessionary”). The Client agrees from now on
and without reserve to such Assignment and commits himself
to signing any document which may be necessary for legal and
administrative regularization on Reag request. The Client may
possibly be notified of the Assignment by means of either
registered
letter
with
acknowledgement
of
delivery
or
extrajudicial act. With effect from the invoice factoring, the
Client shall be bound to pay any amount due according to this
agreement and to keep to any contractual obligation.
Client of Record
Only the signed Client(s) of Record may rely on the results of
REAG’s work. No Third Party shall have reliance or contractual
rights of REAG’s Client(s) of Record without REAG’s prior
written consent. No Party should rely on the results of REAG’s
work as a substitute for its own due diligence.
Communication
Electronic media including e-mail and faxes are acceptable
vehicles
to
communicate
all
materials
unless
such
communication forms are expressly prohibited in the Contract.
The Client is expected to communicate and to give information
to the Client Service Team assigned by REAG to this
engagement. The Client shall not assume nor enlist the Client
Service Team assigned by REAG to any work contemplated by
the Contract to have knowledge of information provided to
others not part of the team.
Contingent Fees
REAG’s compensation is not contingent in any way upon its
opinion or conclusions or upon any subsequent event directly
related to those opinions or conclusions. The Client shall pay
REAG’s invoices in accordance with their stated terms.
Confidentiality of data and information.
REAG maintained strictly confidential all information and data
relating to the object of the engagement and its performance,
and undertook not to disclose them or make them known to
third parties, except in compliance with the provisions and
provisions of the Authority.
REAG has the right to show the files and work notes in the
context of any quality or compliance audits carried out by
certification organizations to which REAG or its employees are
associated. Any such access continues to be subject to the
same confidence and protection by both REAG and the
certification organizations. The information has not been
handled and will not be handled as confidential if:
i) it is at the moment of the disclosure or later released to the
public;
ii) at the time of disclosure to REAG, the information was
already in its possession;
iii) the information was obtained from a third party not subject
to confidentiality obligations towards the Customer.
Unless
mandated
by
applicable
laws
or
governmental
regulations, Client shall not disclose any part REAG’s work
product, its confidential materials, or its role in the engagement
to anyone not stipulated in the Contract, without the prior
written consent of REAG.
Possession of this report or any copy thereof does not carry
with it the right of publication.
No portion of this report
(especially any conclusion, the identity of any individuals signing
or associated with this report or the firms with which they are
connected, or any reference to the professional associations or
organizations with which they are affiliated or the designations
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GENERAL SERVICE CONDITIONS
Pag. 12 of 15
awarded by those organizations) shall be disseminated to third
parties through prospectus, advertising, public relations, news,
or any other means of communication without the written
consent and approval of REAG.
REAG has the right to include the name of the Customer in his
list of references.
Data Protection
The Parties recognised that they each processed or shall each
be
processing
personal
data
in
connection
with
the
performance of their obligations and/or exercise of their rights
under this Agreement and/or as otherwise required by law or
regulation and that the factual arrangement between them
dictated the role of each Party (as to data controller or data
processor)
in
respect
of
the
Data
Protection
Laws.
Notwithstanding
the
foregoing,
the
Parties
agreed
and
acknowledged that where either Party processed personal data
pursuant to or in relation to this Agreement, that Party carried
out the processing for its own purposes, and as such is a data
controller under the Data Protection Laws.
Each Party at all times complies with its respective obligations
under all applicable Data Protection Laws to the extent such
Data Protection Laws applies to it in connection with the
performance of its obligations or exercise of its rights under this
Agreement.
Force Majeure
Neither the Client nor REAG shall be liable for delays or for
failures to perform according to the terms of the Contract due to
circumstances that are beyond their individual control.
Governing Law, Jurisdiction and Venue
This Contract shall be governed exclusively by the Italian Law.
Any disputes regarding these agreements will be handled
exclusively by the Italian Judge and will fall within the territorial
jurisdiction of the Court of Milan.
Indemnity and limitation of compensation
Client shall hold harmless and indemnify REAG against and
from any harmful consequence which REAG may become
subject to in connection with this engagement, except to the
extent finally judicially determined to have resulted from the
negligence or intentional misconduct of REAG.
REAG shall hold harmless and indemnify the Client against and
from any harmful consequence deriving from the nonfulfillment
or
breach
of
the
engagement.
Without
prejudice
to
indemnification for bodily injury or material property damage as
stated below, REAG’s liability to Client and to any recipient of
any Reliance letter and Re-Addressing shall in no event exceed
the fees it receives as a result of the engagement, except to the
extent determined to have resulted from major negligence or
intentional misconduct of REAG Moreover REAG’s liability
extent is to be understood as limit in the aggregate for all claims
for indemnification/compensation that may be issued by all
recipients of the Report and of Reliance letters and/or Re-
addressing.
REAG shall hold harmless and indemnify Client against and
from any harmful consequence for bodily injury or material
property damage caused by REAG personnel or representatives
during the performance of the engagement, except to the
extent of Client’s negligence.
The extent of indemnification and compensation is however
strictly consequent and proportional to REAG employees or
representatives’ behavior and actions.
While on Client’s premises, REAG staff in charge with any work
related to the engagement shall comply with all posted safety
instructions or safety procedures requested by Client.
Independent Contractor
REAG and the Client shall be independent contractors with
respect to each other. REAG has reserved the right to use
subcontractors in executing the engagement. REAG is an equal
opportunity employer.
Subcontract
Reag has reserved the right to appoint subcontractors to
perform all or part of the services offered herein, provided that,
by having signed the proposal, the Client consented to
subcontracting as provided for by Art. 1656 of the Italian Civil
Code.
Should a subcontractor be appointed by Reag, the liability
undertaken by Reag towards the Client shall remain unaltered,
within the limits outlined herein, and include the services
provided to the Client through the subcontractor.
ANNUAL REPORT 2021
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GENERAL SERVICE CONDITIONS
Pag. 13 of 15
A subcontractor appointed by Reag shall observe the same
confidentiality obligations undertaken by Reag and set forth
herein.
Limits on the Use of the Work
REAG’s report may be used only for the specific use or uses
stated in the Contract, and any other use is invalid.
Matters legal in nature
No responsibility is assumed for matters legal in nature. No
investigation has been made regarding the title of or any
liabilities against the property appraised. We have assumed
that the owner’s claim is valid, the property rights are good and
marketable, and there are no encumbrances that cannot be
cleared through normal processes, unless otherwise stated in
this report.
Reliance on Information Provided by the Client
REAG is entitled to rely without independent verification on the
accuracy and completeness of all of the information, data,
documents or technical analyses provided by the Client or its
advisors. Although gathered from sources that we believe are
reliable, no guarantee is made, nor liability assumed for the
truth or accuracy of any data, opinions, or estimates furnished
by others, unless stated to the contrary in this report.
Retention
Unless stipulated to the contrary in this report or in a related
written agreement, REAG retains as its property all files,
documents, work papers, and other results, developed during
the course of the engagement. Such materials will be retained
for a period of at least 5 years. During this retention period, the
Client shall have access to these documents to assist it in
completing the specific use or uses stated in the Contract,
subject only to reasonable notification.
Standards of Performance
REAG
performed
the
engagement
in
accordance
with
applicable
professional
standards.
However,
professional
services
usually
involve
judgements
made
in
uncertain
environments and based on an analysis of data that may be
unverified or subject to change over time. The Client and other
parties to whom the Client provides access to the results of
REAG’s work, shall evaluate the performance of REAG based
on the specifications of the Contract as well as on the applicable
professional standards.
Scope of the work
REAG should be obligated only for services specified in the
contract, and only for changes to the scope of those services
that are set forth in any subsequent written agreement. As a
result, the scope of the work does not include unrelated services
or the responsibility to update any of the work after its
completion. Further, REAG reserves the right to decline to
perform any additional services, if REAG believes such services
would create an actual or perceived conflict of interests or
would be illegal or in violation of applicable regulations of
professional standards.
Testimony
REAG’s services do not include giving testimony or participating
in or attending court or any other legal or regulatory hearings or
inquiries unless provided for in the Contract or in a subsequent
written agreement.
Ethical code – Model 231
The Client takes note that REAG has adopted its own ethical
code
(hereinafter
“Ethical
code”)
and
its
organization,
management and control model according to principles and
guidelines of Decreto Legislativo n. 231/2001 (hereinafter
“Model 231”). The adoption of Model 231 is intended to prevent
any crimes which Decreto Legislativo n. 231/2001 refers to and
to avoid any related sanction. Copy of the Ethical code in force
is available upon specific request.
The Client declares that they and any of their direct and/or
indirect parent companies and subsidiaries: - do not deal (do
not have offices, business, investments, transactions) with
sensitive countries and/or countries subject to sanctions and
embargos imposed by the UN, USA, EU and local governments;
- do not do business with individuals or entities based/operating
in said countries; - are not subject to said sanctions.
Clash of interests
Six –months after delivery of the final report REAG shall be able
to submit to Third Parties proposals concerning the real estate
assets which are the subject of this report.
Time limit for refutations, Complaints, Limitation period of the
action
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GENERAL SERVICE CONDITIONS
Pag. 14 of 15
Without prejudice to any applicable binding laws, and on pain
of forfeiture, the Client may demonstrate dissatisfaction to
REAG
by
sending
a
complaint
via
e-mail
to
customercare@reag-dp.com
within 30 days of receipt of the
Report. Said complaint shall state the reasons for the
dissatisfaction and any faults, errors and/or dissimilarities being
contested. In order to accept and respect the requests of the
Client, REAG shall carefully review any claim, verifying and
analysing the work.
REAG and the Client herewith expressly acknowledge and
declare that this agreement constitutes a services supply
agreement and, hence, any action against KROLL Advisory
S.p.A. is subject to a two-year limitation period, as per Art 1667
of the Italian Civil Code.
ANNUAL REPORT 2021
381
Pag. 15 of 15
KROLL Advisory S.p.A.
Centro Direzionale Colleoni
Palazzo Cassiopea 3- Via Paracelso, 26
20864 Agrate Brianza (MB) Italy
T
+ 39 039 6423 1
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APPRAISAL REPORT
Market Value Determination as of 31 December 2021
regarding the Real Estate Assets belonging to the "CORE FUND IV”
ANNUAL REPORT 2021
383
APPRAISAL REPORT as of 31 December 2021
CORE FUND IV
EXECUTIVE SUMMARY
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Page 3 of 10
APPRAISAL REPORT as of 31 December 2021
CORE FUND IV
RINA Prime Value Services S.p.A. – Business Unit AxiA.RE
Perimeter of Valuation
The Real Estate Portfolio object of the present Valuation is formed by 58 properties located
all over italian territory, mainly in the North of Italy.
Main Intended Use
The main intended use of the Portfolio in object is retail
.
Valuation Method Employed
Discounted Cash Flow (DCF)
Date of Drafting of the Present Document
The present report was drafted on
05 January 2022
.
Date of Valuation
The present Valuation is referred to the date of
31 December 2021
.
ANNUAL REPORT 2021
385
Page 4 of 10
APPRAISAL REPORT as of 31 December 2021
CORE FUND IV
RINA Prime Value Services S.p.A. – Business Unit AxiA.RE
Market Value (MV)
Based on the analyses carried out for the present Appraisal, and on the assumptions
indicated in the present Appraisal Report, the overall Market Value of the Assets forming
the Real Estate Portfolio in object is estimated as follows:
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Page 5 of 10
APPRAISAL REPORT as of 31 December 2021
CORE FUND IV
RINA Prime Value Services S.p.A. – Business Unit AxiA.RE
€ 61.938.000,00
(€ Sixtyonemillionninehundredthirtyeightthousand,00)
In line with practice in the Italian real estate market - which assumes the non-neutrality of
taxation and transaction costs according to the different types of third-party purchaser
(companies, bodies, organizations, etc.) - the market value was determined net of taxation
and transaction costs. Assuming that the market value determined for the assets concerned
by the valuation corresponds to the price agreed upon by the parties to the sale and that
the incidence of transaction costs is assumed to be 3% of said price, the third party
purchaser would pay a total purchase price of
63.796.140,00.
euro
.
The asset-by-asset detail
as follows:
ANNUAL REPORT 2021
387
Page 6 of 10
APPRAISAL REPORT as of 31 December 2021
CORE FUND IV
RINA Prime Value Services S.p.A. – Business Unit AxiA.RE
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Page 7 of 10
APPRAISAL REPORT as of 31 December 2021
CORE FUND IV
RINA Prime Value Services S.p.A. – Business Unit AxiA.RE
ANNUAL REPORT 2021
389
Page 8 of 10
APPRAISAL REPORT as of 31 December 2021
CORE FUND IV
RINA Prime Value Services S.p.A. – Business Unit AxiA.RE
Project Team
The present Appraisal Report was processed and drafted by:
Arch. Piercarlo Rolando, MRICS Registered Valuer
Chief Executive Officer and natural person appointed with the practical execution
of the assignment RINA Prime Value Services S.p.A.
Arch. Daniela di Perna
Director B.U. AxiA.RE - RINA Prime Value Services S.p.A.
Dott. Raffaele Sannino
Manager B.U. AxiA.RE - RINA Prime Value Services S.p.A.
Dott. Daniele Storri
Analyst B.U. AxiA.RE - RINA Prime Value Services S.p.A.
Gabetti S.p.A. Studies Centre
Market Research and Analysis
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Page 9 of 10
APPRAISAL REPORT as of 31 December 2021
CORE FUND IV
RINA Prime Value Services S.p.A. – Business Unit AxiA.RE
Data confidentiality
The present Report was drafted and is to be intended as strictly confidential, reserved and
drafted for the exclusive benefit of the Client, within the scope of the Assignment
conducted in compliance with Ministerial Decree n. 30 dated 5 March 2015. As such, the
author declines any responsibility deriving therefrom in regard to any third-parties.
The sharing of the information contained in the present report with third parties is permitted
only if provided with a written authorization on behalf of RINA Prime Value Services S.p.A.,
with the exception of any legal and statutory uses.
ANNUAL REPORT 2021
391
RINA Prime Value Services S.p.A. - Business Unit AxiA.RE
Sede legale: Via Lentasio, 7 - 20122 Milano
REA MI-2100185 Registro delle imprese di Milano Monza Brianza Lodi
P.I./CF – 09587170961- Cap. Soc. € 250.000,00 i.v.
info@axiare.it - www.axiare.it - +39 02 36 68 28 96
COIMA RES S.P.A. SIIQ
Piazza Gae Aulenti, 12
20154 - Milan
PUBLICATION BY:
Corporate and Social Affairs Function
Finance Function
Marketing & Investor Relations Function
PHOTO CREDITS
Andrea Martiradonna
The photographs show the architecture and interiors of the COIMA RES real estate portfolio properties.
Carlo Perazzolo
The reportage images have been created in the interiors and exteriors of the properties that are part
of the COIMA RES portfolio.
Donato Di Bello
Andrea Cherchi
CONCEPT, CREATIVE COORDINATION AND GRAPHICS
Network Comunicazione
Milan, Porta Nuova
Explanation of change in name of reporting entity or other means of identification from end of preceding reporting period