Annual report 2008 - Altarea Cogedim

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General information ALTAREA is involved in legal procedures as part of its regular business, and is subject to tax or regulatory audits. The company recognises a provision whenever a risk is identified and its cost can be reasonably estimated. Tax risks related to SIIC status ALTAREA is subject to SIIC tax rules, which means that it is exempt from French corporate income tax if it meets certain criteria regarding dividend distributions and share ownership. If ALTAREA fails to meet these criteria it will be required to pay corporate income tax under French common law for the fiscal years in which it does not meet these criteria, which would have a negative impact on its earnings. The criteria also stipulate that no single shareholder or group of shareholders acting in concert can own more than 60% of ALTAREA’s share capital or voting rights, which is why ALTAREA’s Articles of Association cap voting right ownership at 60%. ALTAREA could be liable for an additional income tax charge if it pays an exempt dividend to a shareholder not subject to French corporate income tax (or an equivalent tax) and which owns at least 10% of ALTAREA’s shares, and if ALTAREA cannot pass the charge on to this shareholder. ALTAREA’s Articles of Association state explicitly that shareholders must pay this charge, but ALTAREA may have difficulty collecting the payment if it cannot be deducted from the dividend, or if the shareholder becomes insolvent before the payment is made. Finally, ALTAREA is subject to changes in existing tax laws. Risk related to the cost and availability of insurance coverage ALTAREA feels that the type and amount of insurance coverage it has is consistent with the practices in its industry. Nevertheless, the company could experience losses that are not fully covered by its insurance policies, or the cost of its insurance policies could go up. The company could be faced with insufficient insurance or an inability to cover some or all of its risks, which could result from capacity limitations in the insurance market. The cost or unavailability of appropriate coverage in the case of damages could have a negative impact on the company’s asset values, earnings, operations, and financial position. Health and environmental risks (asbestos, Legionella, lead, classified facilities, etc.), and the risk of flood or building collapse ALTAREA’s assets could be exposed to health and safety risks such as those related to asbestos, Legionella, termites, or lead. As the owner of buildings, facilities, and land, ALTAREA could be formally accused of failure to adequately monitor and maintain its property against these risks. Any proceedings invoking the company’s liability could have a negative impact on its operations, outlook, and reputation. Therefore ALTAREA closely follows all applicable regulations in this area, and has a preventive approach to carrying out property inspections and carrying out any building work needed to come into compliance. ALTAREA’s property is exposed to natural and technological risks. One or more of its properties may receive an unfavourable inspection report from a safety commission, which could require the full or partial closure of the premises. This could make the company’s assets less attractive and have a negative impact on its operations and earnings. Risk of conflicts of interest ALTAREA has entered into partnerships or protocol agreements with other organisations, mostly for the purposes of carrying out joint property development projects. In the future, a conflict of interests could arise in one or more of these partnerships or agreements. Financing risks Borrowing capacity and liquidity risks ALTAREA finances some of its investments through fixedor floating-rate loans and through the capital markets. The company may not always have the desired access to the capital markets or be able to obtain financing under favourable conditions. This situation could result from a crisis in the bond or equity markets, a serious deterioration in the property market, or any change in ALTAREA’s businesses, financial position, or shareholder structure which affects investors’ perception of ALTAREA’s credit quality or attractiveness as an investment. ALTAREA manages its liquidity risk by keeping track of its debt maturity and available lines of credit, and diversifying its sources of financing. ALTAREA does not feel it has a significant exposure to liquidity risk as of the date of this registration document. Equity risk ALTAREA does not feel it has a significant exposure to equity risk as of 31 December 2008. Currency risk ALTAREA generates almost all of its revenue in the Eurozone and pays almost all of its expenses (investments and capital expenditures) in euros. ALTAREA’s operations in non-Eurozone countries, such as Russia, are still minor. Therefore ALTAREA does not feel it has a significant exposure to currency risk as of 31 December 2008. 188
10. Simplified organisation chart At 31 December 2008, ALTAREA’s five main subsidiaries were as follows (the percentage ownership represents ALTAREA’s direct interest in each subsidiary) Subsidiary Business Place of business % ownership Foncière ALTAREA Retail real estate France 99.33 Altareit Development – diversification France 99.59 Alta Développement Russie Russia Russia 100.00 Alta Développement Italie Italy Italy 99.79 Alta Développement Espagne Spain Spain 100.00 The legal structure now corresponds to the Group’s main business activities and is the result of a major reorganisation in 2008. 189
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Annual report 2008
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ALtarea GROUP 1 Profile 3 2 Busines
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Altarea’s business model Property
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Key figures Shopping centres Net re
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Message from Alain Taravella Last y
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Positioning 11
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Positioning Property development So
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Positioning retail 2008 Retail: 6 s
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Positioning Cœur d’Orly Urban di
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Positioning 2008 Residential In res
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Positioning 2008 Offices Through it
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Hôtel Saint-Priest - Lyon. Dolce V
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- In shopping centre investment, th
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Business review I. Business review
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Business review 2.2 Proprietary sho
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Business review Rental income inclu
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Business review Centre Type Country
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Business review 2.4.2 2008 investme
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Business review manager, the Group
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Business review (Net floor area, 00
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Business review The level of outsta
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Consolidated results II . Consolida
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Consolidated results 2. Net asset v
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Financial resources III Financial r
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Financial resources Balance sheet t
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Financial resources Costing-based p
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ALtarea GROUP / Individual company
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CONSOLIDATED FINANCIAL STATEMENTS 1
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Page 174 and 175: General information 1. Persons resp
Page 176 and 177: General information For as long as
Page 178 and 179: General information Shares may be c
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Page 184 and 185: General information (k) Trading in
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Page 194 and 195: Corporate governance The report of
Page 196 and 197: Corporate governance 1.3 Supervisor
Page 198 and 199: Corporate governance Françoise Deb
Page 200 and 201: Corporate governance Fonds ABP - Me
Page 202 and 203: Corporate governance remuneration w
Page 204 and 205: Corporate governance Table 3 - Summ
Page 206 and 207: Corporate governance Philippe Mauro
Page 208 and 209: SUPERVISORY BOARD CHAIRMAN’S REPO
Page 223 and 224: ALtarea gROUP / DRAFT RESOLUTIONS 7
Page 225 and 226: Fourth resolution (Approval of agre
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Page 229 and 230: • Resolves that the total nominal
Page 231 and 232: - that in the event of an increase
Page 233 and 234: ALtarea gROUP / Cross-reference tab
Page 236: www.altarea.com 8, avenue Delcassé
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Annual report 2008 - Altarea Cogedim

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