6.22 Interest-bearing financial obligations

Heijmans has various financing arrangements in place, both at group and project level.

At the most recent refinancing (in 2023) following the acquisition of Whoon, a distinction was made between acquisition financing in the form of a linear loan and a revolving credit facility, as the revolving credit facility offers greater flexibility to absorb fluctuations in working capital during the year.

This linear loan was repaid early in 2024 (see 6.22a), meaning that the current financing consists only of the revolving credit facility amounting to € 177.5 million, of which € 30 million in the form of a current account facility (see 6.22b).

Established securities

At the refinancing in 2023, no changes were agreed in the security package provided to financiers, nor has this been the case since. These securities are set out in deeds of pledge, with a so-called intercreditor agreement governing in which situations and in what manner security can be enforced. As long as the Group continues to comply with the banking covenants, including the financial covenants (see 6.22c), these situations do not arise.

The securities established consist of pledged receivables, bank accounts and any insurance proceeds. This criterion applies only insofar as Heijmans is the 100% owner of the companies concerned and, measured by revenue, at least 95% of revenue must be represented by subsidiaries that co-sign the financing (the so-called 'guarantor cover'). Finally, the financiers have established mortgage security on several land positions with a carrying amount at year-end 2025 of € 35 million (2024: € 40 million). These securities will be released as the land holdings are developed.

The total composition of the interest-bearing financial obligations is as follows:

6.22a Linear loan

At the time of the acquisition, the linear loan amounted to € 80 million and was to be repaid on a straight-line basis over four years, quarterly. Heijmans repaid this financing early in 2024, as a result of which the outstanding amount at year-end 2024 and 2025 is nil. The linear loan was provided in equal parts by ABN AMRO Bank, Rabobank and ING Bank.

6.22b Revolving credit facility

The revolving credit facility amounts to € 177.5 million at year-end 2025 (2024: € 177.5 million). This amount is fully committed until 1 September 2028 on the understanding that from 30 September 2027 the total commitment will be reduced in four quarters on a straight-line basis to € 150 million. Of this facility, € 30 million has been provided in the form of a committed overdraft facility with ING Bank.

The remaining portion of the revolving credit facility is provided for € 52.5 million by ABN AMRO Bank and Rabobank (each) and for € 42.5 million by ING Bank. A feature of the revolving credit facility (and thus the overdraft facility) is that the facility can be used according to need. The revolving character ensures that repaid amounts are available again in the future within the limits of the total commitment, enabling Heijmans to absorb working capital fluctuations during the year.

The interest terms comprise a one-month Euribor base rate plus a margin that depends on the leverage ratio and ranges between 1.9% and 2.9%. In 2025, and expected also in 2026, the margin will be 1.90%. The unused portion of the revolving credit facility is subject to a commitment fee linked to the margin payable. Heijmans is allowed to voluntarily reduce the revolving credit facility prematurely at any time.

The margin grid is linked to a bonus/malus system of plus or minus five basis points on the basis of four sustainability criteria. In doing so, Heijmans gives additional impetus to its sustainability ambitions by committing to annual improvements in terms of emissions (CO₂e emissions), number of accidents (IF rate), average CO₂e emissions of homes delivered, and the share of electric passenger cars in the total fleet. At year-end 2025, 4 out of 4 criteria were achieved (2024: 4 out of 4 criteria), resulting in a bonus of 5 basis points and the applicable margin for the revolving credit facility being adjusted once the compliance certificate has been approved by ABN AMRO Bank, Rabobank and ING Bank.

In 2025, the revolving credit facility was updated and supplemented with sustainability criteria incorporating Whoon’s performance, also using the most recent sustainability-related LMA clauses. The facility therefore qualifies as a so-called 'Sustainability Linked Loan'.

6.22c Bank covenants related to the syndicated facility

A number of covenants apply to the syndicated facility, including information undertakings, general undertakings and minimum financial requirements (the so-called financial covenants). If Heijmans fails to meet these financial covenants, the facility is repayable on demand. Throughout the year, Heijmans operated well within the agreed covenants:

• The solvency ratio is based on the guarantee capital reported in the annual report, equated with the Group’s equity, and is tested annually at year-end against a minimum level of 21%.

• The interest cover ratio is calculated as covenant-adjusted EBITDA divided by net interest expense over the preceding 12 months, and is tested quarterly against a minimum level of 5.

• The leverage ratio is calculated as (adjusted) net debt divided by covenant-adjusted EBITDA over the preceding 12 months, and is tested quarterly against a maximum level of 3.

For the financial covenants, the reported figures prepared under IFRS form the starting point and, as agreed with the banking group in the credit agreement, certain adjustments are made. For specific situations, adjustments are applied, for example when project financing is provided on a non-recourse basis. The effect of IFRS 11 is also adjusted, meaning that the financial results of joint ventures are recognised proportionately rather than using the equity method. Significant adjustments include, among others, increasing net debt for accounting purposes by net debt of joint ventures and certain project financings in respect of which there is no recourse to the Group (non-recourse). Significant adjustments compared with the EBITDA for accounting purposes are related to the capitalised interest, results related to business units that have been sold off, fair value adjustments, restructuring costs and EBITDA results from joint ventures. The main adjustment to net interest expense for accounting purposes is the exclusion of interest expense on non-recourse project financing.

Compliance with the covenants is actively monitored within the Group. Based on the 2026 business plan and the solid financial starting position at year-end 2025, the Group expects to continue operating well within the covenants in the coming year. In assessing this, the development of underlying EBITDA and net debt are particularly important. Movements in net debt are subject to fluctuations in working capital arising from seasonal influences and project-related fluctuations. During the year, working capital utilisation is generally higher than at 31 December, which may lead to a temporary increase in net debt in the order of € 10–50 million. Where necessary, these variations in working capital are absorbed by the available headroom under the revolving credit facility.

6.22d Project financing

Project financing arrangements have been entered into in connection with specific (property development) projects. These are real estate development projects within Living with a total volume of € 7 million (2024: € 8 million) (Heijmans share). The project financing repayment schedules are usually related to the progress on projects. Project financing generally expires no later than the date of completion and/or sale of the projects. Security is provided by the value of the relevant project, including the future positive cash flows from the projects, as well as, in most cases, the contracts and mortgage security relating to the project or project company. In principle, Heijmans N.V. (or group companies belonging to it) does not issue parent company guarantees for the payment of instalments and/or interest for any of project financing facilities.

6.22e Other liabilities

The other liabilities pertain to financing arrangements provided by related parties in a number of specific land holdings. As security for these financings of € 0.5 million (2024: € 0.9 million), a guarantee has been provided by Royal Heijmans N.V. for repayment and/or payment of interest.

6.22f Average interest rate

The stated percentage relating to the revolving credit facility is exclusive of amortised refinancing costs and bank fees.

6.22g Movements in interest-bearing liabilities

The movements in the interest-bearing liabilities were as follows:

The cash flows related to the revolving credit facility are presented on a net basis in both the above movement table and the cash flow statement. This is because it pertains to (very) short-term financing involving large amounts and short terms. The highest amount drawn under the revolving credit facility during 2025 amounted to € 70 million (2024: € 40 million), which was subsequently repaid in full during the financial year.