MRM - 2018 Registration document

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General information on the issuer and its capital Management report for the year ended 31 December 2018

1.3.6 Debt As of 31 December 2018, Group financing consisted of mortgage bank debt of €74.1 million, compared with €95.3 million at the end of 2017. This €21.2 million reduction stems from: • the repayment, following the sale of the Nova building, on 15 May 2018 of the €22.0 million loan granted by M.R.M.’s majority shareholder, SCOR SE; and • contractual amortisation throughout the year, totalling €2.9 million, which was partially offset by; • drawdowns in the amount of €3.4 million on the available credit line facility intended for the partial financing of investments on existing retail property assets. Factoring in drawdowns on the available credit line facility for the partial financing of investments on existing retail property assets, the amount of available credit as of 31 December 2018 totalled €6.3 million. The average cost of debt stood at 1.68% in 2018, compared with 1.83% in 2017:

3 BANK DEBT SCHEDULE

AS OF 31 DECEMBER 2018

€6.3m

€21.1m

€48.7m

€2.2m

€2.0m

1 year

2 years

3 years

4 years

The Group’s consolidated LTV ratio stood at 45.0% as of 31 December 2018 compared with 47.7% as of 31 December 2017. In view of the cash position, the total net debt ratio eased from 41.0% as of 31 December 2017 to 36.8% as of 31 December 2018. As of 31 December 2018, the Group complied with all commitments in respect of the LTV, ICR and DSCR covenants agreed with its financial partners. 1.4 Major subsequent events On 30 January 2019, M.R.M. announced the sale of Urban, an unoccupied 7,970m 2 office building located in Montreuil, for the sum of €6.35 million excluding transfer taxes. This transaction marks the completion of the office-asset disposal plan initiated in June 2013 enabling M.R.M. to refocus its portfolio exclusively on retail properties. It brings the cumulative amount of office properties sold by M.R.M. within the framework of its asset disposal programme to €132.3 million, 9.8% higher than the appraisal values at 30 June 2013 after taking CAPEX into account. It is specified that, following the disposal by certain shareholders of M.R.M. shares carrying double voting rights, which in turn resulted in a reduction in the total number of voting rights of the Company, SCOR SE, which held 26,155,662 M.R.M. shares carrying one voting right per share as at 31 December 2018, representing 59.9% of the share capital, saw its percentage of the voting rights increase on 25 January 2019 from 48.84% to 50.49%. SCOR SE therefore declared this passive crossing of the 50% voting-rights threshold. It also obtained a derogation from the AMF exempting it from its obligation to file a public offer (due to the increase in its 30% to 50% share of M.R.M.’s voting rights by more than 1% in less than twelve months) pursuant to Article 234–9-5 of the AMF General Regulations, on the basis that this increase stemmed from a reduction in the total number of voting rights (AMF opinion No. 219C0307 dated 20 February 2019).

Average cost of debt (in millions of €)

2018

2017

Gross borrowing cost

1.5

1.9

-0.1

-0.1

Restatement for non-recurring items

Gross restated borrowing costs

1.4

1.8

Average debt outstanding

82.4 97.3

AVERAGE COST OF DEBT 1.68% 1.83% As of 31 December 2018, 85% of the Company’s bank loans were contracted at fixed rates. The variable-rate bank loans were partially hedged by means of an interest rate cap. M.R.M.’s borrowings had the following maturity as of 31 December 2018: • maturing in less than one year: €2.0 million; • maturing in more than one year: €72.1 million. The debt maturing within a year comprises contractual repayments to be made over the next twelve months.

M.R.M. 2018 REGISTRATION DOCUMENT

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