September 2012
Transcription
September 2012
PRELIOS Company Presentation September 2012 Index Prelios Snapshot Prelios H1 2012 Annexes 2 Mission Our mission is to create sustainable value through real-estate strategies and solutions based on excellence, innovation and a seamless integration of competences consolidate the positioning as a pure real estate manager, increasing the proportion of services for third parties and gradually reducing the invested capital; become a point of reference in real estate services for Italian and international investors through the offer of high standard in terms of quality, governance and transparency; create a sophisticated culture, thus contributing to the real estate sector’s structural evolution. 3 COMPANY PRESENTATION Prelios Snapshot A leading real estate manager with a fully integrated business model of specialistic services (Agency, Property, Project, Credit Servicing), management activities (Fund and Asset management) and co-investments MANAGEMENT PLATFORM CO-INVESTMENTS Funds and assets management Agency Property & Project Management Credit Servicing 4 COMPANY PRESENTATION Real estate Funds Real estate SPVs NPLs THIRD PARTIES THIRD PARTIES PORTFOLIO PORTFOLIO A lean and efficient organization 5 COMPANY PRESENTATION Index Prelios Snapshot Prelios H1 2012 Annexes 6 Results and Targets (€/mln) JUNE 2012 7 JUNE 2011 June 2011 EBIT Mgmt Platform +6.2 +12.9 EBIT Mgmt Platform (Domestic) +2.3 +9.4 Net Financial Position 497.5 474.1 Net Equity 199.9 600.9 COMPANY PRESENTATION Consolidated Profit and Loss (€/mln) Revenues of which service activities of which other revenues EBIT services JUNE 2011 64.8 86.3 61.4 3.4 80.1 6.2 12.0 Income from equity participations services 5.5 0.7 Management platform/G&A 6.2 12.9 (8.6) (7.6) (32.0) 8.9 5.9 13.9 Investments (34.7) 15.2 EBIT incl. income from equity part. & interest income from part. (28.5) 28.1 Financial charges (25.2) (14.0) EBIT consolidated investment activities Income from equity participations Interest income from participations 8 JUNE 2012 0.9 Profit before restr. costs, writedown/reval. & taxes Restructuring costs Property writedowns/revaluations Property tax Profit before taxes Income taxes Net income Minority interests (53.7) 14.1 (12.7) (52.2) 0.0 (118.6) (6.3) (124.9) (0.8) (2.0) (3.6) (8.9) (0.4) 0.2 (0.2) 0.7 Net income after minority interests (125.7) 0.5 COMPANY PRESENTATION Key metrics as June 2012 (€/mln) Co-investments Management platform Result Fund & Asset Agency 4.3 (1.5) Property & Project 5.1 Credit Servicing (0.2) Total Platform 7.6 G&A Total Net Invested Capital 2.3 1) Market value based on third party evaluator valuations COMPANY PRESENTATION Net Debt pro rata NAV pro rata Italy Germany Poland 3,192 3,984 91 1,011 855 31 554 620 (1) 457 234 32 Real Estate 7,268 1,897 1,173 723 NPL 1,133 Total coinvestments 8,402 1,897 Third parties 3,290 27 11,691 1,924 59 1,173 2) 782 (5.3) 2) As NAV for NPL has been considered the net invested capital 9 Mkt.Value 1) Mkt.Value 100% pro rata 165 Total 15 1,189 12 794 Prelios’ Portfolio June 2012 1 Asset under Management ~ € 11.7 bln (mkt value) (included NPL ~ € 1.1 bln (book value) and Real Estate ~ € 10.6 bln) 10% NPL Real Estate 90% Breakdown by Geographical area Italy: Breakdown by use 12% 51% 48% Italy 14% 37% Germany 1% Residential & Trading 37% 21% Development & Other Third parties Poland Germany & Poland: Breakdown by use 53% Commercial Yielding & core 1) Market value based on December 2011 appraisals adjusted of capex and sales of Q1 where new appraisals are not performed 10 COMPANY PRESENTATION 26% Residential & Trading Third parties Commercial & other Sales trend (€/mln) ITALY GERMANY POLAND 1,109.3 Gross margin on book value on sales is approx. +1% as of June 2012 472.0 «La Rinascente – Piazza Duomo disposal» 627.6 637.3 155.6 277.7 100.2 478.7 177.1 0.5 3.0 June 2012 June 2011 11 COMPANY PRESENTATION Italy Net Financial Position Dec 2011-Jun 2012 (€/mln) 24.7 6.0 5.0 2.9 5.9 (35.0) 497.5 488.0 December 2011 Sales and distributions 12 COMPANY PRESENTATION Equity contrib. to funds and SPV Restructuring costs Financial expenses Taxes NWC and other June 2012 Group Corporate Lines (€/mln) Before refinancing Expiry Bank CLUB DEAL UNICREDIT BANCA POP. SONDRIO DEUTSCHE BANK 320 25 5 20 Jul-12 Feb-12 Mar-12 Apr-12 CLUB DEAL (i) INTESA SANPAOLO 359 20 Sub total 370 Sub total 379 PIRELLI&C. 150 PIRELLI&C. 160 TOTAL 520 TOTAL 539 Average margin 665 bps (*) Bank Average margin Jul-12 300 bps After refinancing Expiry (ii) Jul-17 (*) Weighted average margin of Club Deal and Pirelli & C. (i) Club Deal participants: Unicredit Intesa SanPaolo Monte Paschi Siena Banca Popolare Milano 132M 57M 50M 50M Banca Popolare Sondrio Banca Popolare Emilia Romagna Banca Carige UBI - Centrobanca (ii) Amortizing with financial covenants related to maximum level of NFP and minimum level of Equity; 13 COMPANY PRESENTATION Dec-14 Jun-13 20M 20M 20M 10M Financial situation of co-investments (aggregate debt) (€/bln) Net debt as of June 2012 Net debt as of December 2011 LTV pro-rata Prelios 67%: - Real Estate 62% - NPL 96% LTV pro-rata Prelios 65%: - Real Estate 61% - NPL 86% 9.0 8.4 Refinancing: 0.2 2012 0.3 2013 0.5 2014 0.2 beyond 5.9 1.5 0.3 6.2 0.3 1.6 1.2 0.3 2) 1.3 Italy 0.60.6 Italy 0.6 Italy 0.6 Ger & PL AuM M.V. 100% Net Debt 100% Net Debt pro rata 14 COMPANY PRESENTATION NPL Real Estate 0.7 Ger & PL AuM M.V. 100% Net Debt 100% Net Debt pro rata NPL Real Estate Financial situation of co-investments Bank Loan characteristics 1) LTV Real Estate 62%: Italy 55%, Germany 73% (pro-rata Prelios) Average Duration 1.8 (1.7 pro-rata Prelios): Italy 1.3, Germany 2.0 Average Spread : 219 bps (pro-rata Prelios) 73% interest rate risk hedged (pro-rata Prelios) Recourse guarantees for approx. 46.6€ mln (pro-rata Prelios) 1) Excluded NPL and subsidized loans 15 COMPANY PRESENTATION 2) Index Prelios Snapshot Prelios H1 2012 Annexes 16 16 A guide to better understand our numbers INDICATORS Revenues Ebit from management platform Ebit from consolidated investment activities Income from equity participations 17 COMPANY PRESENTATION DRIVERS Sales of consolidated assets Offer of specialised services (listed below) Asset Mgmt. Fund Mgmt. Agency Property & Project Credit Servicing Disposal of consolidated assets/activities Pro rata net income from sales of minority investments (funds/ vehicles) Capital gain on participation disposals Management Platform (€/mln) ITALY Fund & Asset management Property Agency NPL - Credit Servicing G&A (Holding) Total JUNE 2012 JUNE 2011 Revenues Ebit 11.7 4.3 15.5 9.7 Revenues Ebit 8.1 5.1 12.9 5.2 Revenues Ebit 5.3 (1.5) 14.4 2.1 Revenues Ebit 6.8 (0.2) 5.6 (2.6) Revenues Ebit 1.0 (5.3) 2.3 (5.0) Revenues 32.9 50.7 2.3 9.4 Revenues 27.8 28.7 Ebit 3.9 5.3 Revenues Ebit 0.7 0.0 0.8 (1.8) Revenues 61.4 80.1 6.2 12.9 Ebit GERMANY POLAND TOTAL 18 COMPANY PRESENTATION Management Platform Germany (€/mln) JUNE 2012 JUNE 2011 JUNE 2011 Asset management Revenues 5.4 6.7 Ebit 1.5 3.2 Revenues 3.1 1.8 Ebit 1.2 0.3 Revenues Ebit 19.3 1.1 20.1 1.8 Revenues 27.8 28.7 Ebit 3.9 5.3 Agency Property/Facility TOTAL 19 COMPANY PRESENTATION Prelios Assets Breakdown as of June 2012 (€/mln) Mkt. Value 100% 30.06.12 Book value 100% 30.06.12 Net debt 100% 30.06.12 Mkt. Value pro rata Prelios 30.06.12 Book Value pro rata Prelios Net Debt pro rata Prelios LTV pro rata NAV pro rata Prelios NIC pro rata Prelios EBIT+IEP+IIP ITALY 3,192 2,874 1,736 1,011 929 554 55% 457 327 -10.1 GERMANY 3,984 3,966 3,133 855 856 620 73% 234 191 1.7 POLAND 91 46 -1 31 16 -1 -2% 32 8 -0.1 TOTAL REAL ESTATE CO-INVESTED 7,268 6,886 4,869 1,897 1,801 1,174 62% 723 525 -8.6 THIRD PARTIES ITALY 1,876 1,720 425 27 24 15 55% 12 8 0.1 THIRD PARTIES GERMANY 1) 1,414 1,414 TOTAL REAL ESTATE 10,558 10,021 5,294 1,923 1,824 1,189 62% 734 534 -8.5 NPL (investment) 59 -26.1 MANAGEMENT PLATFORM 165 6.2 TOTAL PRELIOS 758 -28.4 1) The company considers Baubecon investment out of the calculation of net asset value starting from 30.09.2011 20 COMPANY PRESENTATION Italy: Real Estate Assets Breakdown as of June 2012 (€/mln) Mkt. Value 100% 30.06.12 Book value 100% 30.06.12 Net debt 100% 30.06.12 Mkt. Value pro Rata Prelios 30.06.12 Book Value pro rata Prelios COMMERCIAL YIELDING & CORE 1,891 1,710 986 524 496 TRADING & SOHO 618 538 436 220 DEVELOPMENT 272 247 102 LANDS 412 379 TOTAL ITALY COINVESTED 3,192 THIRD PARTIES TOTAL ITALY Net Debt pro rata Prelios LTV NAV pro rata Prelios NIC pro rata Prelios EBIT+IEP+IIP 288 55% 236 186 1,2 190 146 67% 74 41 -4,9 104 96 44 43% 60 44 -2,1 212 163 147 75 46% 87 56 -4,4 2,874 1,736 1,011 929 554 55% 457 327 -10,1 1,876 1,720 425 27 24 15 55% 12 8 0,1 5,068 4,595 2,162 1,037 953 569 55% 468 335 -10,0 Third parties 37% 37% Lands Development Trading & Soho 12% 21 COMPANY PRESENTATION 6% 8% Commercial Yielding & Core Prelios SGR at a Glance DESCRIPTION • Prelios SGR, 90% owned by Prelios Group (the remaining 10% is owned by Intesa Sanpaolo banking group), is a property fund and asset management company • 68 4.0 managing real estate investments funds, in real estate • 7 ―ordinary‖ institutional real estate funds • 11 ―opportunistic‖ real estate funds targeting institutional investors Total AuM(2) 66 63 60 40 20 - 0 2009A AuM (€ bn) Prelios SGR currently manages 20 funds(1), divided into 3 2 ―ordinary‖ listed retail funds 80 3.0 1.0 • 5.9 4.7 5.0 The company is active in promoting, setting up and main categories: • 6.0 6.0 2.0 advisory and in third parties separate account management • AuM(2) & AVERAGE FEES(3) 2010A 2011A Average Fee (bps) AuM BREAKDOWN BY TYPE OF FUND 10% Ordinary Institutional 20% 44% as of December 2011 of ~€4.7 bn and NAV of Opportunistic Ordinary Listed ~€2.1 bn Separate Account 26% (1) Prelios SGR also manages a third parties separate account (2) Total AuM at open market values 2011A, including third parties separate account managed by Prelios SGR (funds AuM of nearly €4.25 bn, third parties separate account estimated AuM of nearly €0.5 bn. 2009A includes the management of third parties separate account estimated €0.6 bn (3) Fees on AuM at book value 22 COMPANY PRESENTATION The Italian SGR Model The real estate fund is a segregated pool of assets set up and managed by a regulated entity, the “Società di Gestione del Risparmio” (“SGR”) The SGR independently manages the fund assets in the interest of fund unit-holders REGULATORY AUTHORITIES BANK OF ITALY CONSOB FUND MANAGEMENT COMPANY (SGR) Fund & Asset Management Management Fees Property & Project Manager, Agency, Depositary bank, Auditors etc. 23 COMPANY PRESENTATION UNIT-HOLDERS CLOSED-END REAL ESTATE FUND INCOME STATEMENT–EXAMPLE Rents (+) Gain/(losses) on assets disposal (+/-) Fund Units Dividends/ Unit Reimbursements BALANCE SHEET–EXAMPLE Assets Management Fees (-) RE Assets (AuM RE) Other Fees and other costs (-) Other Assets Financial Interests (-) Net Income Total AuM Liabilities Financial Debt Net Asset Value (NAV) Sources of Funds The Italian Real Estate Funds Market DESCRIPTION • The Italian Real Estate fund market is one of the few industries constantly growing in the last 10 years 20 • Favorable tax treatment (tax-free instruments at fund level except for real estate property taxes(1)) • Nearly 300 funds for a total NAV of ~ €30 bn(2) • ~10% NAV growth year on year(3) 20 20.0 18.7 4.2 • Transparent regulatory environment • ~21% NAV growth in the last 3 ITALIAN REAL ESTATE FUNDS– NAV EVOLUTION (€/BN)(3) 30.0 2.0 1.6 2.2 1.4 22 3.8 3.8 1.9 1.6 1.9 1.6 14.7 14.9 23 3.8 1.9 1.9 12.4 13.0 FY2008 1H 2009 15.8 3.7 1.8 1.9 Retail (Cash) 16.9 Reserved (Cash) Reserved (Contribution) 0.0 FY 2009 1H 2010 FY2010 1H 2011 ITALIAN REAL ESTATE FUNDS– ASSET ALLOCATION 1% 2% 5% 5% Offices Retail 6% Other • Asset contribution vs. cash • Retail vs. institutional investors 24 Retail (Contribution) 10.0 years(3) • Italian market characterized by different types of closed-end real estate funds 22 10% Residential 53% Tourism/Hospital Industrial • Asset mix mainly composed by offices (53% of AuM) 18% Sources: Bank of Italy, Assogestioni, Nomisma (1) Taxation applies to fund distributions to unit-holders, with different incidence according to the investor type (2) As of June 2011 (based on Bank of Italy and Nomisma figures) (3) Based on the number of funds analyzed by Assogestioni only 24 COMPANY PRESENTATION Logistic Retirement Homes Second Largest Fund Management Company in the Italian Market ASSETS UNDER MANAGEMENT (€/BN) • Italian SGRs manage nearly €45 bn 8.9 (1) of assets(3) 4.7 (2) 4.3 3.8 3.4 2.5 • Prelios SGR is the 2nd Italian largest player with a 11% market share and is active in the development and management of both retail and 1.9 institutional investors real estate 1.7 funds 1.6 1.5 • Concentrated market with 5 1.4 1.1 companies representing nearly 60% 0.9 of total assets under management 0.8 0.8 • Significant opportunities for 0.8 0.6 further consolidation with many 0.6 SGRs managing less that €2 bn of Other SGRs 3.1 assets Source: yearly report “Fondi Immobiliari Italiani–Assogestioni” (June 2011) and Prelios SGR analysis on latest company data for IDeA FIMIT SGR, Hines SGR, Beni Stabili Gestioni SGR, Est Capital SGR, Valore Reale SGR Note: figures as of June 2011 if not stated differently (1) As of the date of the merger of First Atlantic RE SGR in Fimit SGR (October 2011) (2) Total AuM as of December 2011 (including a third parties separate account managed by Prelios SGR) (3) Based on the number of funds analysed by Assogestioni only and on Prelios SGR analysis on company data 25 COMPANY PRESENTATION Prelios SGR Assets Under Management Overview DESTINATION OF USE 5% GEOGRAPHICAL LOCATION 7% 7% 9% 23% 7% 39% 9% 15% 9% 23% 4% 6% 27% Offices Industrial/Logistics Telecom Switches Residential Retail Other • Assets Under Management are mainly composed by offices, telecom switches and retail assets 10% Rome & Province Milan & Province Turin Palermo Naples Other South & Island Provinces Other North-West Provinces Other North-East Provinces Other Central Provinces • Prelios SGR manages over 1,190 properties mainly located in the largest Italian cities (~46% of AuM in Milan and Rome) PROPERTY EXPERTISE ACROSS ALL SECTORS AND MARKETS Figures as of December 2011 26 COMPANY PRESENTATION Sound Investors Base DESCRIPTION FUNDS CURRENT UNIT-HOLDERS • In Italy, the demand of funds units and asset 6% management services is mainly driven by 4% 1% 10% financial institutional and corporate investors 39% aiming at rationalizing assets under management and diversifying risk 12% • Insurance companies • Pension funds 28% • Foundations • Financial Institutions Financial Institutions/Sov. Funds Corporate Investors/Inv. Funds Free Float Pension Funds/Foundations Insurance Companies Public Entities Family Offices/HNWI MANAGEMENT TEAM WITH A DEEP KNOWLEDGE OF THE ITALIAN INSTITUTIONAL INVESTORS MARKET AND ABLE TO DEVELOP A SOUND INVESTORS BASE ON THE PORTFOLIO UNDER MANAGEMENT Figures as of December 2011 27 COMPANY PRESENTATION Funds Under Management ORDINARY FUND NAME Spazio Industriale Anastasia FIPRS (Regione Sicilia) Armilla Fedora MAIN DESTINATION OF USE Office Retail Office Industrial Office Office Office Industrial Office INVESTOR TYPE Institutional Retail Retail Institutional Institutional Institutional Institutional Institutional Institutional AuM (€/M) 541 499 452 427 315 288 234 215 61 DURATION (YEARS) 12 10 10 10 10 16 15 17 6 EXPIRING DATE 2016 2014 2014 2015 2020 2022 2021 2021 2013 Figures as of December 2011 28 COMPANY PRESENTATION Funds Under Management (cont’d) OPPORTUNISTIC FUND NAME Social & Public Initiatives Retail & Entertainment Patrimonio Uffici Città di Torino Monteverdi Hospitality & Leisure Enasarco Uno Vivaldi Portafogli Misti MAIN DESTINATION OF USE Office Office Retail Office Resident. Industria l Other Resident. Resident. Other Resident. INVESTOR TYPE Institut. Institut. Institut. Institut. Institut. Institut. Institut. Institut. Institut. Institut. Institut. AuM (€/M) 250 242 150 135 128 83 67 53 45 40 27 DURATION (YEARS) 8 7 7 7 8 7 7 10 30 7 7 EXPIRING DATE 2013 2014 2014 2013 2015 2017 2013 2015 2040 2015 2013 Figures as of December 2011 29 COMPANY PRESENTATION A Successful Track Record Historical leadership in the Italian market, with strong international recognition • Ranked # 1 in terms of AuM in the Italian market for 6 years in a row (until merger between Fimit SGR and First Atlantic RE SGR) Deep knowledge of the market being one of the first asset management companies established in Italy • Origins dating back to 2003 Integrated team of real estate professionals with experience in negotiation, structuring and completion of real estate transactions • Prelios SGR team has pursued the setting up of funds for more than €9 bn of assets contribution value and realized more than €4 bn of disposals in the past 8 years Establishment of a series of highly successful and innovative products that have positively transformed the market • Launch in 2004 of Tecla, the Italy’s first seeded real estate fund for retail investors, and Cloe, the first seeded real estate fund for institutional investors • Addressing the needs of institutional investors, launching a number of ―ordinary‖ and ―opportunistic‖ (hedge-type) funds • Launch in 2007 of the first funds aiming at the valorization of the public portfolio in partnership with Italian local authorities (FIPRS and Città di Torino) • Recent launch of funds placed to a broad arena of institutional investors, such as Anastasia in 2010 30 COMPANY PRESENTATION Property & Project Management - Profile Prelios Property & Project Management is a full service provider for medium and large customers with more than twenty years experience in its field with a knowledge based model Prelios Property & Project Management is a leader in the Italian market for integrated technical and administration services for real estate management and value enhancement. In more than 20 years, Prelios Property & Project Management has promoted and coordinated large urban projects that rank among Europe’s most significant for size and quality. As of today, the 50% of turnover is carry out with Third Parties. 31 COMPANY PRESENTATION Property & Project Management – Description of Services Administrative Management This activity directly takes charge of all aspects of administration & service provision: from the management of lease agreements, ―active‖ and ―passive‖, on behalf of the owner and the tenant; from invoicing and collection activities to management of late payments and litigations; from operating costs management to reporting; as well as to any task related to property taxes. Building Management This activity manages all third party property service providers, including the relevant tender processes, develops and coordinates the mandated maintenance, and ensures full compliance with all safety laws. Documentation Management, Due Diligence and Sales Support These activities make it possible to carefully evaluate the potential of an investment; they paint a clear picture of the opportunities and the possible problems. It takes charge of any task related to documentation management, due diligence – from analysis and maps to the fulfilments involving regulations and certifications —and sales support. Management & Development of Shopping Center These activities carry out all the different tasks relevant to the management of a shopping center, maximizing the profitability of such an investment. The Company manages all operational aspects of services provision; all administrative issues and relations with retailers; marketing and promotional events; and tenant mix enhancement and reinforcement plans (in cooperation with Prelios Agency). Project Management Providers of services such as feasibility analysis, planning and construction, design manager, project manager, general building contractor, and guarantee of excellent results devoting special attention to its efficiency and safety PhotoVoltaic Systems From 2011. These activities include the optimization of properties’ environmental impact, the area of ―green building‖ (when designing new buildings), the possible solutions for ―green retrofitting‖ (in existing buildings), all the stages of developing, designing and installing medium and large sized photovoltaic plants, particularly those installed on buildings (BAPV/BIPV). 32 COMPANY PRESENTATION Property & Project Management - Track Record Prelios Property Management Transaction Period Comune di Milano From Jan, 2003 to Sept, 2009 Description Number of lease Agreement s Manager: Properties: Annual rent: Activities: litigation, Prelios Property – Sovigest – Manutencoop Social Housing, Lotti 2/4 _ Approx 10.000 lease agreements Approx € 12 mln Call center, administration and service provision, management of late payment and evicted, property service and maintenance INPDAP (1) From Jan,2002 to Jul, 2004 Manager: Properties: Annual rent: Activities: and litigation, Prelios Property – AGIED – Immobiliare Confaro ―Ente Lotti‖ Rented portfolio, Lotti 3/10 _ Approx 7.500 lease agreements Approx € 25 mln Call center, administration and service provision, management of late payment evicted, property service and maintenance, sales support 7,500 INPDAP (2) From May,2002 to Jul, 2004 Manger: Properties: Annual rent: Activities: and litigation, Sovigest - Prelios Property ―Ente Lotti‖ Rented portfolio, Lotti 1/9 _ Approx 7.000 lease agreements Approx € 25 mln Call center, administration and service provision, management of late payment evicted, property service and maintenance, sales support. 7,000 INPS (1) From Jul, 2002 as of today Manager: Properties: Annual Rent: Activities: and litigation, Sovigest - Prelios Property Portfolio ex INPDAI, Ente Lotto 3 _ Approx 8.000 lease agreements Approx € 22 mln Call center, administration and service provision, management of late payment evicted, property service and maintenance, sales support. 8,000 INPS (2) From Jul, 2002 as of today Manager: Properties Annual rents: Activities: and litigation, Prelios Property – Immobiliare Confaro portfolio ex INPDAI, Ente Lotto 1 _ Approx 2.500 lease agreements Approx € 7 mln Call center, administration and service provision, management of late payment evicted, property service and maintenance, sales support. 2,500 TELECOM From Nov, 2002 to Manager: Properties Annual rents: Activities: and litigation, Prelios Property Portfolio Telecom _ Approx 9.000 lease agreements Approx € 7 mln Call center, administration and service provision, management of late payment evicted, property service and maintenance, sales support. 9,000 33 COMPANY PRESENTATION 10,000 Property & Project Management - Track Record Management & Development of Shopping Center As part of a company completely focused on the customers’ needs PP&PM can provide a full range of services, supported by our Group’s track record. PP&PM is the first in Italy to design, develop, and manage Entertainment Centres. All activities are managed on the basis of the specific needs of the project: management, marketing, building and project. The centres currently managed by PP&PM are the following: Bicocca Village & Bicocca Village Gate (Milan) 45°Parallelo, Moncalieri Centre (Turin) Grotte Centre, Camerano (Ancona) Borgonovo Entertaintment Centre (Perugia) Selection of major Prelios Property & Project Management’s Clients 34 COMPANY PRESENTATION Property & Project Management - Track Record Prelios Project Management Project Grande Bicocca (Milano) Client Gross surface (s.l.p.): Tenant Use Constructio n Cost Time PP&PM Main Activities Bicocca University Deutsche Bank Pirelli & C. Siemens, etc. 825,000 sq.m. N/A Mix Use Development N/A 1985 - 2010 Project Management Lambda S.r.l. 14,100 sq.m. Pirelli & C. S.p.A. Offices Euro 32 mln end in 2003 Coordination of Building Permits, Project Management, Development Management, Tender and Purchasing Cloe Fund 12,070 sq.m. Prelios S.p.A. Offices Euro 23 mln end in 2009 General Building Contract (GBC) Entertainment Euro 41 mln & + Retail Center Euro 18.7 mln Headquarters Pirelli (Milano) Headquarters Prelios (Milano) Bicocca Village + Gate 29,165 sq.m + Olinda Fondo Shops 8,994 sq.m. (Milano) 35 COMPANY PRESENTATION UCI Cinemas, Virgin Active, Play City, Darty, etc. end in 2004 estimate end in 2011 Coordination of Building Permits, Project Management, Development Management, Tender and Purchasing Property & Project Management - Track Record Prelios Project Management Project Headquarters 3M Italia (Pioltello, Milano) Headquarters RCS (Milano) Portello Area ex Alfa Romeo Square Client Gross surface (s.l.p.) Tenant Use Construction Cost Time PP&PM Main Activities 3M Italia S.p.A. 10,600 sq.m. 3M Italia S.p.A. Offices Euro 22 mln end in 2010 General Building Contract (GBC) 91,000 sq.m. Iniziative Immobiliari 2 S.r.l. (46,500 sq.m. built) RCS Media Group Offices Euro 74.0 mln end in 2010 Project Management Auredia S.r.l. 26,200 sq.m. Finiper Retail Center Euro 39 mln end in 2004 Coordination of Urban and Building Permits, Design Management, Development Management, Retail & Entarteintment Fund 17,350 sq.m. La Rinascente Retail Euro 45.0 mln estimated end in 2014 Project Management Manifatture Milano 84,282 sq.m. Manifatture Milano Mix Use Development N/A estimated end in 2014 Project Management (Milano) Tritone (Roma) Manifatture Tabacchi (Milano) 36 COMPANY PRESENTATION Agency - Profile Prelios Agency is a key player in the real estate integrated-service industry. Over time, Prelios Agency has accrued an in-depth knowledge of the market and of the various real estate asset classes. Thanks to its in-depth knowledge of these markets, Prelios Agency is the benchmark that Italian and International private and institutional clients look to. The Company is Knight Frank’s exclusive Italian associate for commercial real estate. Knight Frank, in a partnership with Newmark, is a world leader in consultancy, with offices in five continents. 37 COMPANY PRESENTATION real estate Agency - Description of Services Brokerage & Advisory ... for investors Prelios Agency provides accurate evaluations, from an analysis of the market situation to the formulation of a Broker’s Opinion of Value; careful fine-tuning of an investment strategy, a business plan or a marketing plan; dedicated scouting work aimed at the acquisition of out-ofmarket property. ... for owners The Company offers an evaluation of entire portfolios through geo-marketing instruments; defines strategies, business plans and marketing plans together with the client; finds buyers, users and leaseholders. Finally, it takes charge of commercial contacts, guides the negotiating process and structures the transaction, giving assistance to the landlord up to and including the closing of the deal. Prelios Agency can represent the owners of land, properties and property portfolios, providing effective coordination and specialized skills to obtain the highest value from the asset sold or leased. ... for tenants Prelios Agency identifies properties with the required characteristics, through carefully tailored scouting work. It provides the same service and expertise in high street retail, via the FIM brand. Also, Prelios Agency can conduct a negotiation in the most effective way, structuring the transaction up to and including the closing of the deal. Appraisal The services provided by Prelios Valuations & e-Services include Full Appraisals to evaluate the worth of individual buildings or property portfolios through proprietary models for economic and financial analysis; Mass Appraisals, for the statistical re-evaluation of large property portfolios through the Magister system, accessed via a Web channel; Loan Services, for evaluating property collateral used as a credit guarantee, both for performing and for distressed portfolios; e-Services for the distribution of all services through a nationwide property portal. 38 COMPANY PRESENTATION Agency - Track Record - Brokerage Prelios Agency Address Milano, Piazza del Duomo Napoli, Via Toledo Milano, Corso Buenos Aires Montevarchi Loc. Becorpi Milano, Corso Garibaldi Roma, Via Colombo Napoli, Via Depretis Year Building Use Tenancy Purchase price Buyer 2011 Entire building Department Store Rinascente Monotenant Euro 472 mln Institutional Investor 2011 Entire building Retail Vacant Euro 30 mln Private Investor 2011 Entire building Retail Pluritenant Euro 39 mln Private Investor 2011 Entire building Industrial Monotenant Euro 30 mln Private Investor 2010 Entire building Office Pluritenant Euro 43 mln Institutional Investor 2010 Entire building Office Monotenant Euro 73 mln Institutional Investor 2010 Entire building Office Vacant Euro 23 mln Private Investor 39 COMPANY PRESENTATION Agency - Track Record - Brokerage Prelios Agency Adress Palermo, Loc. Terrasini Firenze, Via Cavour / Ricasoli Milano, Corso Europa Milano, Via del Lauro Milano, Via Santa Sofia Transaction SCIP 1 Year Building Use Tenancy Purchase price Buyer 2010 Entire building Hospitality Monotenant Euro 23 mln Private Investor 2010 Entire building Office Vacant Euro 28 mln Institutional Investor 2009 Entire building Office / Retail Pluritenant Euro 65 mln Private Investor 2009 Entire building Office Pluritenant Euro 60 mln Institutional Investor 2009 Entire building Office Vacant Euro 37 mln Private Investor Year 2000 40 COMPANY PRESENTATION Sales Support Activity: Experience in Management of Public Properties Management activities of the assessment, technical due diligence and documentation of a portfolio of over 300 properties (of which 151 directly managed by Prelios Agency) referring to a public institutions for an equivalent market value of over € 1.5 bln. This activities were carried out by the ―Consorzio G6 Advisor‖ (Prelios Agency, Romeo, Intesa San Paolo and Deloitte) on behalf of the Ministry of Labour and Social Affairs, the Ministry of Economy and Finance and SCIP Securitization of Real Estate Public Company Ltd.) (€/mln) 1.500 Agency - Track Records - Appraisal Prelios Valuations Customer 2008 2009 2010 2011 Poste Italiane 11,100 13,000 10,570 10,400 Ing Direct 3,350 3,700 5,550 10,500 Intesa San Paolo - - 8,400 13,200 Iside 233,000 251,000 249,000 263,000 Deutsche Bank 53,000 - 116,000 92,000 Banca Popolare dell’Emilia Romagna 103,000 22,000 52,000 67,000 Credem Leasing - 6,000 5,000 3,000 Credem - 7,000 3,000 4,000 DB Mutui 5,000 14,000 3,000 3,000 Typology Main Customer & number of appraisal Main Customer & number of appraisal Main Customer Per year 41 COMPANY PRESENTATION Track Record Loan Service Mass Appraisal 2008 SNAM PIRELLI BANCO DI SARDEGNA TOURING CLUB ITALIANO THETIS CARISPAQ AGOS ITAFINCO 2009 COGEMAR BANCA INTERMOBILIARE DI INVESTIMENTI E GESTIONI BANCA POPOLARE DI APRILIA GEFIN IMMOBILIARE SRL CEAM BANCA POPOLARE DI RAVENNA TECNOCOSTRUZIONI 2010 EUROPA RISORSE AHLSTROM OFFICINE FONDERIE CERVATI BAYER CROP SCIENCE PRELIOS CREDIT SERVICING UNITED SAFETY 2011 CREDIT SUISSE DHL PIAGGIO AERO STOLL PORSCHE ENPAIA KNIGHT FRANK Full Appraisal Credit Servicing - Profile Prelios Credit Servicing Spa (―PRECS‖) is a NPL Servicing company registered as art.107 of Banking Law company. Thanks to its unique track record in the NPL market, PRECS is one of the main Italian player of the sector with € 8 bln of assets under management. The positive opinion of the rating agencies confirms the authoritativeness and the reliability of the company. 42 COMPANY PRESENTATION Credit Servicing - Description of Services PRECS manages the whole servicing process, from planning to execution and administrative aspects, offering customized and high level solutions to meet increasingly complex and sophisticated needs Main Services Loan Management structure to proactively manage secured and unsecured claims throughout the domestic market Proprietary IT platform specific for NPL management Master Servicing Function carrying out all the servicing activities related to the Law 130 Vehicles Portfolios. Legal Network Coordination to improve efficiency and selection of the external lawyers National NPL Consultant Network aimed at speeding up collection recovery, negotiating out-of-court proposals and finding third –party buyers at auctions and technical department to evaluate the guarantees for the Npls Portfolio Asset department to support the NPL collection under the guidelines of the applicable special services documentation and interface with external sources including securitized bond investors and rating agencies. 43 COMPANY PRESENTATION Credit Servicing – AuM as of June 2012 Portfolio Portfolio SAGRANTINO Originator Originator GBV (€ mln) GBV (€MM) BPVN, Intra, Akros, Barclays, Bank PLC 1,543.14 Valore Nominale ELIPSO BAPV 2,235.64 CALLIOPE BNL 821.22 ISLAND REFINANCING BdS 1,847.93 MASTINO BNL 579.65 SCRIO BNL 294.10 BDS II BdS 267.58 CFT Banca Pop. Intra, Antonveneta, Ist. Credito Fondiario Toscana 81.76 LSF UCB Banca Italfondiario 30.63 * Villa Luana e Villa Costanza 50.76 TOTAL PARTECIPATED 7,701.65 BNL 26.60 Cassa di Risparmio di Cento 37.50 Zeus Finance srl 939.70 TOTAL THIRD PARTIES 1,054.56 GRAND TOTAL 44 COMPANY PRESENTATION 8,756.21 Germany & Poland: Real Estate Assets Breakdown as of June 2012 (€/mln) Mkt. Value 100% 30.06.12 Book value 100% 30.06.12 Net debt 100% 30.06.12 Mkt. Value pro rata Prelios 30.06.12 Book Value pro rata Prelios Net Debt pro rata Prelios LTV NAV pro rata Prelios NIC pro rata Prelios EBIT+IEP+IIP 924 921 658 370 377 268 72% 102 81 0.7 HIGHSTREET (Commercial) 2,730 2,730 2,305 330 330 279 84% 52 43 0.0 Residential Small deals 191 178 129 88 83 60 68% 28 21 -2.4 Commercial & other 139 138 42 66 66 14 21% 52 46 3.4 TOTAL GERMANY COINVESTED 3,984 3,966 3,133 855 856 620 73% 234 191 1.7 THIRD PARTIES GERMANY (BAUBECON) 1) 1,414 1,414 TOTAL GERMANY 5,398 5,381 3,133 855 856 620 73% 234 191 1.7 TOTAL POLAND LANDS 91 46 -1 31 16 -1 -2% 32 8 -0.1 DGAG (Residential) 1) 1) The company considers Baubecon investment out of the calculation of net asset value starting from 30.09.2011 45 COMPANY PRESENTATION 2) Germany - Residential Co-Invested Portfolio: a snapshot (June 2012) Total Asset Under Management at Market Value of 1.1 €/bln. The portfolio in JV focused in North (87%) followed by Berlin (7%) and Middle (6%) Units owned ~ 21k. Units managed ~ 70k Vacancy ~ 2,9% Berlin Southwest Magdeburg 7% 3% 3% Braunschweig 6% Annual estimated NCR 80 €/mln Yield on BV ~ 7,3% Hamburg 16% Lübeck 40% Kiel 26% Germany - Bad Oldesloe, Berliner Ring (DGAG) 46 COMPANY PRESENTATION DGAG: Key data – June 2012 Units: 18,150 Cities: Kiel, Lübeck Yield: 7.5% Vacancy: 2.4% Rents Growth Vacancy NRC EURO/qm Vacancy RU % 004% 005 004% 003% 003% 005 04% 03% 03% 03% 005 005 02% 02% 005 005 02% 02% 002% 02% 02% 005 005 005 005 005 005 005 005 005 002% Vacancy Rate 47 COMPANY PRESENTATION Rent per square meter development (net rent contracted residential and commercial) Commercial Co-Invested Portfolio: a snapshot (June 2012) Total Asset Under Management at Market Value € 2.8 bln Highstreet n.90 assets almost fully let to Karstadt and passing rent € 165 mln Mistral: 6 trading assets HIGHSTREET Breakdown of total area by use Office 2,2% Sale and lease back 15.50 year lease Acquisition date: 2008 Assets: 90 throughout Germany Lettable area SQM 1.6 mln Main assets: KaDeWe Berlin, Bahnohfplatz Munich Retail 2,4% Other /Sporting good stores 3,0% Logistics 0,5% Parking 0,9% Portfolio almost fully let to Karstadt Germany, KaDeWe, Berlin (Highstreet) 48 COMPANY PRESENTATION Germany, Bahnhofplatz, Munich (Highstreet) Department Stores 91,2% Participated Real Estate Asset under Management – 100% June 2012 (€/mln) Quota PRE Passing Rent Passing Yield Vacancy 15.7% Book Value Market Value Net Debt Fondo Tecla 44.8% 26,378 6.2% 424,979 432,363 263,829 Fondo FIPRS 22.0% 20,960 7.5% 280,141 283,590 172,141 Fondo Raissa 35.0% 17,823 7.9% 225,853 232,213 54,540 Fondo Olinda 11.3% 28,199 8.4% 335,609 486,040 219,462 Dolcetto Tre S.r.l. 33.0% 1,000 7.7% 12,966 16,320 10,667 Fondo Monteverdi 49.3% 5,239 7.2% 68.0% 73,049 77,842 21,857 Fondo Spazio Industriale 22.1% 20,683 7.0% 15.6% 296,473 300,574 162,813 Fondo Hospitality & Leisure 35.0% 3,650 6.0% 22.1% 61,018 61,900 80,754 7.2% 17.1% 5.3% 11.1% 6.3% 11.1% TOTAL Italy 123,932 Commercial & Other Germany 4,826 Mistral Properties 41.0% 4,826 DGAG - Special Properties 100.0% - Highstreet (Commercial) Highstreet 165,107 12.1% Residential Small Deals SIG (West, Baltic, Sachsen) Small Assets (Tizian 1&2) 50.0% 40.0% DGAG Residential DGAG - Residential (DGAG & Solaia) 33,550 13,771 13,771 (7,259) 2,729,724 2,305,097 2,729,724 2,729,724 2,305,097 12,936 7.3% 5.6% 177,580 190,879 128,508 6.6% 8.7% 8.0% 2.0% 118,343 59,237 120,125 70,753 86,462 42,046 7.3% 2.4% 921,262 924,268 657,967 7.3% 2.4% 921,262 924,268 657,967 7,788 5,148 67,088 373,889 6.6% 8.6% 7,941 n.m. Development ITA - Lands ITA 49 COMPANY PRESENTATION 26,291 77,041 2,729,724 TOTAL YIELDING PORTFOLIO GRAND TOTAL REAL ESTATE 90,812 76,729 1.5% 2.3% OTHER PORTFOLIO 90,500 1.5% 6.4% Lands Poland 986,063 6.0% 249,956 Commercial & Other Germany 1,890,842 6.0% TOTAL Germany Trading & Soho ITA 1,710,088 165,107 67,088 40.0% 14.7% 3,919,066 3,935,683 3,117,863 5,629,154 5,826,525 4,103,926 n.m. 537,850 617,550 435,502 n.m. n.m. 247,431 271,640 102,410 342 n.m. n.m. 378,719 412,397 212,358 1,233 n.m. n.m. 47,220 48,425 15,411 116 n.m. n.m. 45,653 91,296 (1,021) 1,256,874 1,441,308 764,659 6,886,027 7,267,833 4,868,585 9,632 383,521 5.6% 2) Pro rata Real Estate Asset under Management June 2012 Quota PRE (€/mln) Passing Rent Passing Yield Vacancy 15.7% Book Value pro-quota Market Value pro-quota Net Debt pro-quota Fondo Tecla 44.8% 11,817 6.2% 190,391 193,699 121,558 Fondo FIPRS 22.0% 4,603 7.5% 61,519 62,276 44,233 Fondo Raissa 35.0% 6,238 7.9% 79,048 81,275 19,089 Fondo Olinda 11.3% 3,186 8.4% 37,924 54,923 24,799 Dolcetto Tre S.r.l. 33.0% 330 7.7% 4,279 5,386 3,520 Fondo Monteverdi 49.3% 2,581 7.2% 68.0% 35,981 38,342 10,766 Fondo Spazio Industriale 22.1% 4,575 7.0% 15.6% 65,580 66,487 36,009 Fondo Hospitality & Leisure 35.0% 1,278 6.0% 22.1% 21,356 21,665 28,264 7.0% 21.9% 496,078 524,051 288,239 45,252 45,763 7,658 31,481 31,992 14,917 13,771 13,771 (7,259) TOTAL Italy 34,608 Commercial & Other Germany 14.7% 3,734 8.3% 10.3% Mistral Properties 41.0% 3,734 11.9% 10.3% DGAG - Special Properties 100.0% - Highstreet (Commercial) Highstreet 19,978 12.1% Residential Small Deals 6.0% 1.5% 330,297 330,297 278,504 19,978 6.0% 1.5% 330,297 330,297 278,504 5,949 7.2% 5.9% 82,802 88,304 60,349 SIG (West, Baltic, Sachsen) 50.0% 3,890 6.6% 8.0% 59,108 60,003 43,531 Small Assets (Tizian 1&2) 40.0% 2,059 8.7% 2.0% 23,695 28,301 16,818 7.1% 2.4% 376,768 369,707 267,542 7.1% 2.4% 376,768 369,707 267,542 835,119 834,071 614,054 1,331,197 1,358,122 902,292 DGAG Residential DGAG - Residential (DGAG & Solaia) 26,835 40.0% 26,835 TOTAL Germany 56,496 6.8% 3.0% TOTAL YIELDING PORTFOLIO 91,104 6.8% 11.7% 2,742 n.m n.m 190,092 219,672 146,142.380 Development ITA - n.m n.m 96,141 104,297 44,387 Lands ITA - n.m n.m 147,154 162,727 75,365 Commercial & Other Germany 658 n.m. n.m. 20,681 20,711 6,376 44 n.m n.m Trading & Soho ITA Lands Poland OTHER PORTFOLIO GRAND TOTAL REAL ESTATE 50 COMPANY PRESENTATION 3,444 94,548 5.3% 2) 15,545 31,041 469,613 538,447 271,747 (524) 1,800,810 1,896,569 1,174,039 Consolidated Balance Sheet as of June 2012 JUNE 2012 DECEMBER 2011 715.4 820.4 of which participations and shareholders' loan 550.6 651.6 of which goodwill 148.1 148.1 Net working capital 42.2 70.4 Inventories Trade receivables Trade payables Other payables/receivable 52.8 63.2 (62.3) (11.6) 55.3 78.1 (74.9) 11.9 Net invested capital 757.6 890.8 Net equity of which group net equity Funds Net financial position 199.9 191.5 60.2 497.5 326.2 318.8 76.6 488.0 Total sources 757.6 890.8 Fixed assets 51 COMPANY PRESENTATION Prelios shareholders’ structure Market capitalization as August 2012 approx. 77 €/mln Assicurazioni Generali SpA; 3,1% Camfin Spa; 14,8% Mediobanca Spa (Private Equity); 03% Edizione Srl; 2,7% Invesco LTD; 2,8% Market; 74% 52 COMPANY PRESENTATION Disclaimer This presentation contains statements that constitute forward-looking statements based on Prelios SpA’s current expectations and projections about future events and does not constitute an offer or solicitation for the sale, purchase or acquisition of securities of any of the companies mentioned and is directed to professionals of the financial community. These statements appear in a number of places in this presentation and include statements regarding the intent, belief or current expectations of the customer base, estimates regarding future growth in the different business lines and the global business, market share, financial results and other aspects of the activities and situation relating to the Company. Such forward looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those expressed in or implied by these forward looking statements as a result of various factors, many of which are beyond the ability of Prelios SpA to control or estimate precisely. Consequently it is recommended that they be viewed as indicative only. Analysts are cautioned not to place undue reliance on those forward looking statements, which speak only as of the date of this presentation. Prelios. SpA undertakes no obligation to release publicly the results of any revisions to these forward looking statements which may be made to reflect events and circumstances after the date of this presentation, including, without limitation, changes in Prelios. SpA business or acquisition strategy or to reflect the occurrence of unanticipated events. The Manager mandated to draft corporate accounting documents of Prelios. SpA., attests – as per art.154-bis. comma 2 of the Testo Unico della Finanza (D.Lgs. 58/1998) – that all the accounting information contained in this presentation correspond to the documented results, books and accounting of the Company. 53 COMPANY PRESENTATION Riccardo Taranto, Prelios’ Financial Reporting Officer, declares, pursuant to article 154-bis of the Uniform Financial Act 871998 (Decree 58/1998) that the accounting information contained in this presentation, corresponds to the underlying documentary records, books of accounts and accounting entries.
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