Aggregate Holdings S.A. Company Presentation - 24 November 2020
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Aggregate Holdings S.A.
Company Presentation
24 November 2020
Disclaimer
THIS PRESENTATION AND ITS CONTENTS ARE CONFIDENTIAL AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED
STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL.
This presentation (“Presentation”) was prepared exclusively by Aggregate Holdings S.A. (“Aggregate Holdings”) solely for informational purposes and has not been independently verified and no representation or
warranty, express or implied, is made or given by or on behalf of Aggregate Holdings. This presentation contains selected information about the activities of Aggregate Holdings and its subsidiaries and affiliates (together
the “Group”). It does not purpose to be a comprehensive overview of the Group or contain all information necessary to evaluate an investment in the Group. As this presentation only contains general, summary and
selected information about the Group, it may omit material information about the Group and is not a complete description of the Group’s business and the risks relating to it. Nothing in this Presentation is, or should be
relied upon as, a promise or representation as to the future. This Presentation is being communicated to selected persons who have professional experience in matters relating to investments for discussion purposes only
and is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Aggregate Holdings. Neither this Presentation nor any of its contents may be used for any other
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This Presentation does not constitute or form part of, and should not be construed as, an offer or invitation or inducement to subscribe for, underwrite or otherwise acquire, any securities of Aggregate Holdings, nor
should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities of Aggregate Holdings, nor shall it or any part of it form the basis of, or be relied on
in connection with, any contract or commitment whatsoever. This Presentation is not an advertisement and not a prospectus.
Certain statements in this Presentation are forward-looking statements. These statements may be identified by words such as "expectation", "belief', "estimate", "plan", "target“ or "forecast" and similar expressions, or by
their context. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the
forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. Actual results may differ from those set
forth in the forward-looking statements as a result of various factors (including, but not limited to, future global economic conditions, changed market conditions affecting the industry, intense competition in the markets
in which Aggregate Holdings operates, costs of compliance with applicable laws, regulations and standards, diverse political, legal, economic and other conditions affecting Aggregate Holdings’ markets, and other factors
beyond the control of Aggregate Holdings). Neither Aggregate Holdings nor any of its respective directors, officers, employees, advisors, or any other person is under any obligation to update or revise any forward-
looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak of the date of this Presentation. Statements
contained in this Presentation regarding past trends or events should not be taken as a representation that such trends or events will continue in the future. No obligation is assumed to update any forward-looking
statements. The information contained in this presentation is provided as at the date of this document and is subject to change without notice.
This presentation contains data sourced from and the views of independent third parties. In placing such data in this document, Aggregate Holdings makes no representation, whether expressed or implied, as to the
accuracy of such data. The replication of third-party views in this presentation should not necessarily be treated as an indication that Aggregate Holdings agree or concurs with such views.
Neither Aggregate Holdings nor any of its directors, officers, employees or advisors, nor any other person makes any representation or warranty, express or implied, as to, and accordingly no reliance should be placed on,
the fairness, accuracy or completeness of the information contained in the Presentation or of the views given or implied. Neither Aggregate Holdings nor any of its respective directors, officers, employees or advisors nor
any other person shall have any liability whatsoever for any errors or omissions or any loss howsoever arising, directly or indirectly, from any use of or reliance on any information contained in or omitted from or otherwise
arising in connection with this presentation. It should be noted that certain financial information relating to Aggregate Holdings contained in this document has not been audited and in some cases is based on
management information and estimates.
This Presentation is intended to provide a general overview of Aggregate Holdings’ business and does not purport to include all aspects and details regarding Aggregate Holdings. This Presentation is furnished solely for
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Any securities offered by Aggregate Holdings have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction of the
United States and such securities may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and
applicable state or local securities laws.
This Presentation does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
By receiving this Presentation, you agree to be bound by the foregoing limitations. This Presentation does not constitute investment, legal, accounting, regulatory, taxation or other advice and does not take into account
your individual investment objectives. No recommendation is made as to how investors should exercise any investment decision. Any investor that intends to deal in any existing or prospective securities of the Group is
required to make its own independent investigation and appraisal of the business and financial condition of the Group and the nature of the securities at the time of such dealing.
2
Overview
I Corporate Overview 4
II Financial Performance 19
III Appendix 28
3
I. Corporate Overview
Aggregate Holdings
I. Aggregate Holdings
Established real estate investment company focusing on Germany and also Portugal
1
- Europe’s strongest economy, and one of Europe’s fastest growing economies
Diversified large-scale investments in excellent locations with residential focus
2
- significant structural supply/demand imbalances
Track record of identifying and sourcing undervalued high-quality assets via
3 deep relationships and a focus on off-market transactions
- Significant opportunities exist in the current environment
Superior returns from realising value through creating and then monetising new
4
real estate platforms
5 Portfolio expected to generate significant cashflow and value in next 3 years
5
I. Company overview
Diversified Business Model Key Highlights (Dec-19, pro-forma)1
German-focussed property investment company, with
focus also on Portugal and German-speaking countries ADLER Group2
€3.6bn LTV 35.9%
largest shareholder
Superior network allowing access to investment Total Assets (pro-forma)
22.5% stake
opportunities via off-market transactions
Key development projects in progress
Company transitioning from development to yield €6.3bn
> 865k sqm Gross >€944m Financial
Gross Development
Local management teams for operating subsidiaries Construction Area Real Estate Assets
Value 3
Investment holding company employees of c.15
Headquartered in Luxembourg
Country exposure (Yielding assets + GDV) Market value distribution of tangible assets
QH / Germany VIC / Portugal
Germany Portugal
36% 22%
77% 23%
Yielding
Market
assets +
value (5)
GDV (4)
Other assets ADLER Group2
18% Germany 24%
1Pro-forma figures calculated by company on basis of audited consolidated FS 2019 (IFRS) and then (a) deconsolidating Consus Real Estate AG and (b) recognizing the value of the in total received ADLER Group shares (previously ADO Properties), both per 31 Dec
2019. Total recognition value of ADO shares reflects sum of (a) all shares received after option exercise valued at year end closing price of ADO shares (€ 32.1 per share) and (b) the shares subscribed to in subsequent ADO rights issue valued at those terms (€ 14.60 per
share). 2 formerly ADO Properties SA. 3 GDV includes pro-forma Consus GDV of €8bn (June 30, 2020) multiplied by ADLER Group stake 22.5% and Herdade do Pinheirinho / Comporta project by VIC Properties S.A. (acquisition completed 30 April 2020) 4 not including
other assets, which are largely located in Germany 5 Market value break-down does not include Herdade do Pinheirinho / Comporta project by VIC Properties S.A. (acquisition completed 30 April 2020)
6
I. New Proven Senior Management Team
» Previously CEO of Consus Real Estate, successfully raising € 450m of public debt
and selling the company to achieve strong returns for stakeholders
Andreas Steyer
» Over 30 years operational and leadership experience in German real estate
companies
CEO (1)
» Former CEO of publicly listed DEMIRE, expansion of buy-to-hold assets >€ 1bn
» Previously at Deka Immobilien and Partner at Ernst & Young Real Estate and Arthur
Andersen Real Estate
» Previously CFO of Consus Real Estate, successfully raising € 450m of public debt
Benjamin Lee
and selling the company to achieve strong returns for stakeholders
CFO » Over 25 years experience in the financial industry with 14 years at UBS (IB)
» 7 years of experience as board member and CFO of publicly listed companies
Boris Lemke » Previously a Director at Deutsche Bank in London, heading the London based team
of the Private Debt Syndicate
Investment » Over 19 years experience in the financial industry with 16 years at Deutsche Bank
Director (IB) and 3 years at Morgan Stanley (IB)
» Broad experience in deal structuring, trading and syndication, gained across various
roles and positions
1 Expected to join after completion of existing obligations at Consus Real Estate AG
7
I. Sustainable Value Creation Strategy
Off market relationships, scale and entrepreneurial vision, deliver superior returns
• Focus on undervalued assets and special situations with potential for significant value creation
Sourcing of • Invest both into real estate companies and directly in to development projects
Investment
• Unique access to off-market investment opportunities through deep network built over decades
Opportunities
Value and Cashflow Creation Process
• Efficient acquisition structuring to minimise upfront cost
Acquisition and • Addition of further assets to create critical mass / new platform
Restructuring • Dispose of non-core assets
• Install new management where required
• Value increases and cost-of-capital reduction along delivery timeline
• Optimise development plans to reflect local conditions (residential/commercial/mixed-use/phasing)
Delivery • Development / construction of assets to de-risk and provide proof of concept
• Optimise operations for cashflow (ie focus on forward sales structures, refinancings)
• Focus on efficient capital structures to reduce interest costs and cash needs
• Creation of yielding asset in excellent locations or scaleable platform drives superior value creation
Yielding Assets in
• Attractive cash yields based on in-price
Excellent Locations
/or Platform Exit • Large scale assets in excellent city-centre locations are liquid
• Recycle capital in to new opportunities / repay debt
8
I. Three strategic pillars / business segments
Build & Hold: Build & Sell: Financial Real Estate Assets:
Segment
Cash-flow Yielding Assets Real Estate Development Business Liquid & Strategic Assets
Development of real estate assets to Development of real estate assets and Private and public real estate
be held long-term and managed in entire, fully integrated platforms with investments with either opportunistic
Strategy portfolio. focus to sell after completion. short-term or a strategic long-term
Platforms are forward sale specialists and value-add investment proposition
and mainly condominium/residential
developers.
Revenue & value generation via Value creating strategic stake plus
Cash-flow & rental income
Aim forward sales primarily short-term liquid investments
generation, value creation and loans
Quartier Heidestrasse (Berlin) VIC Properties (Portugal) 22.5% stake in ADLER Group1
Core asset (largest shareholder)
• Planning optimisation • Planning optimisation • Strategic long-term vs. opportunistic
short-term investments
• Building permit obtained • Building permit obtained
• Number of strategies can be applied
• Construction of asset • Projects forward sold to retail and
institutional investors either in • Various investment timeframes
Operational • Letting phase
parallel with or prior to construction
focus • Focus to maximise shareholder value
• Long-term active asset management
• Transfer of ownership at completion
• Liquid investment profile
• Recurring cash-flow & rental
• Revenue generation
income • Revenue and cash-flow generation
1 formerly ADO Properties SA
9
I. Core project overview and track record
Significant near-term valuation delivery through continued execution
Quartier Heidestrasse VIC Properties ADLER Group1 stake
Build-and-Hold Build-and-Sell Financial Real Estate Assets
Location Central Berlin Central Lisbon + Comporta region Focus on Germany’s Top 7 Cities
Scale Largest single owner project in Berlin Largest developer in Portugal One of Germany’s largest residential
property companies
Status De-risked; nearly 50% of commercial Sales currently above target price, Consus stake de-risked and sold to
let provided proof of plan ADLER Group1 ; part of larger group
Timeline First completion 2020 First completion 2020 ADLER Group1 stake recently acquired
via Consus sale and ADO rights issue
Full completion 2023 Full completion 2023 / 2027
Cashflow NRI growing to €75m p.a. Forward sales of €300m in next 3 years Liquid stake of c. €600m of 22.5% in
ADLER Group1
Refinancing opportunities Refinancing opportunities
Dividends of €12-14m pa
Track record of value Acquisition of land in 2016 through Acquisition of platform through in- First acquisition in Q1 2016, listing in
creation off-market relationship country relationships Q3 2018, sold in Q2 2020
Value FY19: €981m, based on FY19 Value FY19: €804m, based on current Value currently of c. €600m
rent and cost estimates rent and cost estimates
Future value creation Target uplift of >50% once all projects Target uplift of c.20% once all projects Shares currently trading at significant
let and completed sold and completed discount to NAV. Re-rating expected
1 formerly ADO Properties SA
10I. Multiple sources of liquidity
Cash flow generation based on well diversified & liquid financial real estate asset portfolio
~ €75m – annual Net Rental Income (NRI) expected from • Strong and increasing annual cash flow
Cash-flow from
Quartier Heidestrasse at completion (in 2021 €c.8 million and generation from existing financial real estate
NRI then increasing each year until 2023)
investments
• €115m of liquid, tradeable securities
Income from ~ €20m – targeted annual income from third party real estate
Financing loan portfolio with short-term maturities • Diversified positions across number of
investments
• Value accretive investment entry levels
~ €12-14m – expected annual dividends from 22.5% stake in
Dividends ADLER Group1 (based on 50% FFO I dividend policy provide for optimised trading gains when
announced for years 2021 and onwards) realised
• Most project financings of subsidiaries are
Liquid, cash flow neutral due to established interest
opportunistic €115m – position held in liquid, tradeable securities
reserve accounts
Financial RE €160m – position held in short-term real estate loans
Assets2
Liquid, strategic
Financial RE c. €600m – liquid stake of 22.5% in ADLER Group1
Assets
1 formerly ADO Properties SA 2 as per FY 2019
11I. Build & Hold: Quartier Heidestrasse / Berlin
Project overview Key highlights (Dec-19)
• Largest land plot under construction in Berlin city centre
(Europa-city area in “Berlin Mitte”) Nearly 50% office 65,600 sqm
€2.13bn
space already pre- Residential
• Mixed use development project with c.295,000 sqm GCA (Gross GDV1
let lettable area
Construction Area) and c.230,000 sqm GLA (Gross Lettable Area)
• Project has full building permits and currently under construction Over 80% under 147,000 sqm
€ 981m
construction Office
• Nearly 50% of total office space has already been pre-let value (FY 19)
lettable area
– SAP, the world's leading producer of enterprise software
applications, alone took on 30,000 sqm in September 2019 16,600 sqm
€75.2m Phase 1
• Project completion in stages until 2023; first phase November 2020 Retail
NRI/year1 completing 2020
lettable area
• Expected > €75 million NRI and > €2.1 bn valuation at completion
HBF
Berlin Central
Station
1 As at completion of the project; as per 31 Dec-19 valuation received
12I. Build & Hold: Quartier Heidestrasse / Berlin
Project overview De-risked project
• Unique development asset in Berlin centre (Mitte) • Project approx. 1/3 residential, 2/3 commercial
– Largest city-centre project under construction • Significant residential undersupply in central Berlin
– 94.9% Aggregate owned – No risk to achieving letting
• Project de-risked; moving from development phase to yielding asset – Strong interest
• Aggregate identified QH as an outstanding investment opportunity • Commercial already nearly 50% let, with strong interest continuing
and acquired it in 2016 post COVID outbreak
• Significant development period pre-construction while optimizing – Significant commercial let at €34/sqm
configurations / Building permits
– Strong interest in remaining commercial areas
• Total debt post-construction expected to be c. €1.1bn
Value potential for exceptional asset Timeline
Current value: € 981m (FY 19) Segment 2018 2019 2020 2021 2022 2023
Gross floor Gross floor
area (sqm) area (%)
Plan + Target value/sqm: € 9,250 - € 15,000 Phase 1: Core 36.607 12%
Phase 2: Track
Total sqm: 230,000 sqm 133.597 45%
Plan + Target €2.1bn - € 3.4bn
completion value: Phase 3: Spring 27.778 9%
Average rents per month: € 27/sqm - € 33/sqm Phase 4: Colonades/Straight 43.083 15%
Phase 5: Crown 1
Target multiple: 28.75x - 36.75x 51.900 18%
Phase 5: Crown 2
Value: € 9,250 - € 15,000
Development
Construction
1 As at completion of the project; as per 31 Dec-19 valuation received
13I. Build & Sell: VIC Properties
Company overview Unique set of Portuguese development projects
• The leading Portuguese residential developer; founded in 2018
Current €2.4bn €804m c.571k sqm
• Lisbon headquartered with locally embedded management team Projects GDV GAV (1) GCA
• Prata Riverside Village (under construction) is Lisbon flagship city
centre project GDV GAV (2) GCA
o 129k sqm GCA and 781 residential units
Prata €559m €235m 129k sqm
o Designed by Pritzker award winning architect Renzo Piano
Matinha €1,163m €346m 245k sqm
o Best Portuguese residential housing project 2019, “SIL”
Comporta €656m €223m 197k sqm
• Matinha Project (infrastructure started) is largest residential
development project in the city of Lisbon
• Access to significant pipeline across Portugal
o c. 245k sqm GCA and c.2,000 residential units
• Recent acquisition of residential development project in Comporta Comporta – HNW destination assets; excellent location
region (all year exclusive holiday destination 1.5 hours from Lisbon)
• Total project comprises
Lisbon c.197,000 sqm GCA at
Lisbon assets – excellent location Pinheirinho
Distance: • No urban planning risk as a
70 km
fully valid development permit
is already granted
• Located in the exclusive
Comporta region, just south
of Lisbon (1.5 hours)
• Retreat of celebrities and
European elite (e.g. Madonna,
Starck,) with c.40km unspoilt
connected sandy beaches
1Including project Herdade do Pinheirinho / Comporta (VIC Properties) which was acquired on 30 April 2020 2 Prata and Matinha JLL valuations as of 31 December 2019 and Herdade do Pinheirinho/Comporta JLL valuation as of
18 September 2019
14I. Build & Sell: VIC Properties
Portugal economy Development in progress and performing well
• One of fastest growing European economies, with very strong labour • Flagship project PRATA project under construction
market
• On-line process enables sales to continue through the current
• Significant investment in Lisbon area ongoing, including corporate environment to middle-class buyers
relocations (IBM, Google, Microsoft, Sony)
• Sales focus is on the undersupplied Portuguese residential real
– Golden Visa program attract HNW investment estate market with focus on affordability to middle-class segment
• Lack of supply & under-investment • Sales prices exceeding targets, with potential upside to values/profits
– Long-term undersupply post 2008 • Matinha execution based on successful PRATA delivery
– Economic recovery driving middle-class demand • Projects are large quarters / plots in city centre locations with
• VIC/Aggregate are largest developer – very limited availability of potential for institutional sales as well as residential sales
local financing for large scale plots limits competition • Large modern projects in fragmented under-capitalised environment
Significant value creation to come Effective capital recycling
Prata Matinha Comporta(2) Total
Current valuation(1) € 235m € 346m € 223m € 804m
JLL Plan price 5,270 5,447 3,601 4,739
(€/sqm) €/sqm €/sqm €/sqm €/sqm
Gross Construction 129k 245k 197k 571k
Area (k sqm) sqm sqm sqm sqm
Gross Develop-
€ 559m € 1,163m € 656m €2.4bn
ment Value
• Initial residential sales at Prata with average price >€6,000/sqm
1 Prata and Matinha JLL valuations as of 31 December 2019 and Herdade do Pinheirinho/Comporta JLL valuation as of 18 September 2019 2 Comporta asset acquisition closed in April 2020 and is not included in FS 2019 and pro
forma
15I. Portugal – Attractive fundamentals and large
supply/demand mismatch
Portugal is among the EU countries with Substantial room for new build construction to develop
highest proportion of property ownership given normalised demand levels for residential units
% of owned primary housing Number new homes built, Portugal (#)
100.000
100% 92.508 Lack of new supply driven by:
» local developers lack capital
80% 77% 75% 72% 74.261
76.123
69% 75.000 » international developers lack local
65% 64% 62% 68.764
67.463 platform / connectivity to unlock deals
60% 59.256
51%
47.915
40% 50.000
35.442
20% 26.150
15 year Avg.: 38k
25.000 19.458 units
0% 12.515 11.633
8.025 6.794 7.122 8.931
SP PT IT NL UK FR DE GE
0
2003 2005 2007 2009 2011 2013 2015 2017
Strengthened labour market
Unemployment rate (%) 1
20%
Improved from 2013 peak by c.10%
15,6% 16,2% “The stock of housing has come under considerable pressure.
15% 13,9% While tourism boom and government policies [tying non-
12,7% 12,4%
11,1% resident visas to dwelling investments] have boosted demand
8,9% (especially in Lisbon, Porto and the Algarve), growth in the
10%
7,0% stock of housing supply has not kept pace”
6,3%
OECD Economic Survey: Portugal 2019
5%
0%
2011 2012 2013 2014 2015 2016 2017 2018 2019
Source: Company information, SIR, EIU, National Statistics Institute (INE), Economist Intelligence Unit, OECD, Hypostat, Bank of Portugal
16
1 August 2020 unemployment rate 8.1%, National Statistics Institute (INE)I. Financial real estate assets: ADLER Group1
strategic stake
Largest shareholder in ADLER Group1 (c.22.5% stake)
Listed European Residential Real Estate Companies by GAV €bn
• Merger of ADO, Adler and Consus created ADLER Group1, Europe’s
4th largest residential real estate group 52,7
– Potential to become a likely MDAX candidate in the
near-term
• As largest shareholder with 22.5% stake2 of ADLER Group1, 25,7
Aggregate Holdings is set to benefit most from superior shareholder
Current ~€2.5bn
value creation 3 market cap
12,3 11,7
• The strategic merger combines a €8.9bn rental portfolio 8,1
6,3 5,3
(ADO/ADLER) with a growth path of €8bn GDV of developments 3,3
1,3 1,0
in Germany’s core cities (Consus)
• German residential assets have demonstrated excellent resilience to
the COVID situation, with shares prices generally above pre-COVID 415 161 136 76 72 35 85 9 3 13
levels
(Number of residential units in 000’s)
• ADLER trades at a material discount to NAV, providing
Group1
potential for significant upside to the share price based on the NAV Other financial real estate investments, all real estate related:
value
Liquid and diversified securities portfolio
Short-term real estate loan investments expiring within next 2 years
(re-investments as objective)
Value accretive investments entered at attractive entry points
Target investments in Europe, mainly in Germany
1 formerly ADO Properties SA
Source: ADO corporate presentation; 2 Aggregate Holdings subscribed to ADO’s rights issue and maintains its stake of c.22.5% in the newly merged group, 3 ADO and ADLER GAV of €8.9bn (includes €0.3bn of inventory and
PP&E) and €2.8bn of pro-forma GAV of Consus based on management estimates
17I. Creating platforms: Consus success story
& Creation of Germany’s leading residential development platform
• Platform creation and realization over 4 year timeframe Growth profile with Aggregate as strategic shareholder
• Consus became Germany’s largest residential developer in Top 7 cities € bn
2.0 12.3
12
• Almost tripled project GDV from €4.6bn in Dec 2017 to €12.3bn in
3.5 1.2
Dec 2019 10
8 - 0.8
• Aggregate subscribed to the rights issue and maintained its position as 1.6
6
largest shareholder in ADLER Group1 with 22.5% stake 4.6
4
• Significant upside remains in the combined ADLER Group1
2
• Multiple corporate actions to build platform and realise value 0
Organic acquisitions
Development gain
GDV as of Dec 2017
GDV as of Dec 2019
Closing upfront sale
New acquisitions 2019
SSN acquisition
• Q1 ‘16 : Aggregate acquired 50% stake in CG Gruppe
• Q3 ‘17 : Sale of CG to Consus for 69% strategic stake + €150m bond
2019
2018
• Q2 ‘18 : Andreas Steyer and Benjamin Lee join as CEO and CFO
• Q3 ‘18 : Consus Real Estate raises c. € 131m in equity raise
• Q4 ‘18 : Significant SSN acquisition, funded by JPM €250m bridge loan
• Q2 ‘19 : Consus refinances bridge loan with €400m bond
• Q4 ‘19: ADO/Adler acquires 20% stake + option on Aggregate 51% stake
• Q3 ‘20: ADO/Adler exercises option and acquires control of Consus
Source: Consus Real Estate AG company website
1formerly ADO Properties SA 18II. Financial Performance
Aggregate HoldingsII. Simplified Group Structure & NAV (pro-forma1)
Aggregate Holdings S.A. Total Assets (a)
Cash (c)
€ 3,607m
€ 106m
(Issuer) Assets minus cash € 3,501m
Total financial debt (b) € 1,362m
Cash (c) € 106m
Net financial debt € 1,256m
LTV ((b-c)/(a-c)) 35.9%
Financial Real Estate &
Build & Hold2 Build & Sell
68%2 other Assets2
94.9% 68% YE’19 (100% H1’20) 100%
e.g. Quartier Heidestrasse, e.g. VIC Properties, 22.5% ADLER Group3
Berlin Portugal stake, Germany
(strategic long-term investment)
Securities, short-term loans,
shares and other investments
Total Assets € 1,070m Total Assets € 1,408m Total Assets € 1,129m Total Assets € 3,607m
Total Liabilities € - 484m Total Liabilities € - 408m Total Liabilities € - 314m Total Liabilities € - 1,206m
Minority interest € - 30m Minority interest € - 71m Minority interest € +1m Minority interest4 € - 100m
5% AGGH bond € - 350m
Segment NAV € 556m Segment NAV € 929m Segment NAV € 816m NAV € 1,951m
» Target medium-term LTV of around or below 50%
» Material upside potential in particular in NAV of Build & Hold and Financial Real Estate assets
1 Pro-forma figures calculated by company on basis of audited consolidated FS 2019 (IFRS) and then (1) deconsolidating Consus Real Estate AG and (2) recognizing the value of the in total received ADO shares, both per 31 Dec
2019. 2 Includes minorities and equity attributable to hybrid holders. 3 Formerly ADO Properties SA. ADO shares received in option exercise were valued at ADO closing price per year end 2019 and shares subscribed to under ADO
rights issue were valued at rights issue terms. 4 Equity attributable to hybrid holders incorporated in NAV. 20II. FY 2019: Pro-forma1 Balance Sheet
Assets (current & non-current)
FY 2019 FY 2019
in kEUR, 31 Dec
Pro-forma 1• Contains €801m Goodwill for VIC
Property, plant and equipment 4,336 15,412 Properties, based on 68% ownership
Intangible assets and Goodwill 1 804,401 1,520,271
Investment property 66,643 205,803 2• €981m are attributed by Quartier
Investment property under construction 2 992,293 1,237,177 Heidestrasse/Berlin (under construction)
Advances 43,237 43,237
Non-derivative financial assets 92,819 159,228
3• Predominantly the value of the 22.5%
ADLER Group2 stake (Pro-forma valuation
Derivatives financial assets - 21,468
of €635m at YE 20191)
Investment equity accounted investees 3 656,255 42,362
Total non-current assets 2,659,973 3,244,958
4• Combined value as per YE 2019 for the
Inventories 4 582,061 3,054,682 two flagship projects of VIC Properties
Trade and other receivables 13,334 95,276 under construction (Prata Riverside Village
Non-derivative financial assets 245,039 633,666 + Matinha)
Assets held for sale - 26,100
Cash and cash equivalents 5 106,419 257,070 5• Pro-forma LTV = 35.9%
Total current assets 946,853 4,066,794 (total loans and borrowings of €1.36bn
TOTAL ASSETS 5 3,606,826 7,311,752 less €106m of cash over total assets)
1 Pro-forma figures calculated by company on basis of audited consolidated FS 2019 (IFRS) and then (a) deconsolidating Consus Real Estate AG and (b) recognizing the value of the in total received ADLER Group shares
(previously ADO Properties), both per 31 Dec 2019. Total recognition value of ADO shares reflects sum of (a) all shares received after option exercise valued at year end closing price of ADO shares (€32.1 per share) and (b) the
shares subscribed to in subsequent ADO rights issue valued at those terms (€14.60 per share). 2 formerly ADO Properties SA 21II. FY 2019: Pro-forma1 Balance Sheet
Equity & Liabilities
FY 2019 FY 2019
in kEUR, 31 Dec
Pro-forma 1 €71m related to VIC Properties
Share capital 951,429 951,429 As of H1 2020 Aggregate Holdings owns
Share premium 476,349 476,349 100%
Capital reserves 371,476 271,418
2 Loans and borrowings focussed at project
Equity attributable to hybrid note holders 151,637 151,637
Non-controlling interest 1 100,178 353,754
level, with cost of debt reduced through
Total equity 2,051,069 2,204,586
securing project loans against assets
Loans and borrowings 2 1,035,899 2,574,962
3 Equity attributable to hybrid note holders
Derivative liability 3,467 17,669
Other non-current liabilities 15 60,087
relates to assets in the Build and Hold and
Provisions 131 3,744
Financial Real Estate Assets division
Deferred tax liabilities 76,672 187,904
Total non-current liabilities 1,116,184 2,844,366
Loans and borrowings 2 325,813 1,510,135
Derivative liability 12,108 12,108
Income tax payable 520 53,558
Trade and other payables 100,037 679,248
Provisions 1,095 7,751
Total current liabilities 439,573 2,262,800
TOTAL EQUITY & LIABILITIES 3,606,826 7,311,752
1Pro-forma figures calculated by company on basis of audited consolidated FS 2019 (IFRS) and then (a) deconsolidating Consus Real Estate AG and (b) recognizing the value of the in total received ADLER Group shares (previously
ADO Properties), both per 31 Dec 2019. Total recognition value of ADO shares reflects sum of (a) all shares received after option exercise valued at year end closing price of ADO shares (€32.1 per share) and (b) the shares
subscribed to in subsequent ADO rights issue valued at those terms (€14.60 per share). 22II. Pro-forma Capitalisation Bridge
Pro-forma Capitalisation per YE 2019
1
AGGH FS'19 Derecognition of Carve-out FS '19 Recognition of
2
Pro-forma YE'19
Consus stake (excl. Consus) ADLER Group
investment
(audited) (audited) (unaudited)
EURm Adj. EURm Adj. EURm
Intangibles & Goodwill 1,520 (716) 804 804
Inv. Property (incl. under construction) 1,443 (384) 1,059 1,059
Inv. in equity accounted investees 42 (21) 21 635 656
Inventories 3,055 (2,473) 582 582
Cash and cash equivalents 257 (151) 106 106
Other assets 994 (596) 399 399
Total assets 7,312 (4,340) 2,971 635 3,607
Total equity 2,205 (688) 1,517 534 2,051 3
Other loans and borrowings 4,085 (2,825) 1,260 101 1,362
Other non-financial debt 1,022 (828) 194 194
Total liabilities 5,107 (3,653) 1,455 101 1,556
Net financial debt 3,828 (2,674) 1,154 101 1,256
LTV 54.3% 40.3% 35.9%
• In the pro forma, the 22.5 % ADLER Group2 stake has been incorporated based on a combination of the share price of ADO
shares as at balance sheet date and the cost of the rights issue shares. This is materially below the book NAV of the stake
1 Pro-forma figures calculated by company on basis of audited consolidated FS 2019 (IFRS) and then (a) deconsolidating Consus Real Estate AG and (b) recognizing the value of the in total received ADLER Group shares
(previously ADO Properties), both per 31 Dec 2019. Total recognition value of ADO shares reflects sum of (a) all shares received after option exercise valued at year end closing price of ADO shares (€32.1 per share) and (b)
the shares subscribed to in subsequent ADO rights issue valued at those terms (€14.60 per share). 2 formerly ADO Properties SA 3 includes minorities and equity attributable to hybrid holders 23II. Consolidated FS 2019: Balance Sheet/Assets
Current & Non-current Assets
in kEUR, 31 Dec FY 2017 FY 2018 FY 2019
1 Increase due to acquisition of VIC
Property, plant and equipment 9,107 12,614 15,412 Properties for shares, added to
Intangible assets and Goodwill 490,392 697,453 1 1,520,271 existing Consus goodwill
Investment property 498,806 238,845 205,803
Investment property under construction 708,250 880,102 2 1,237,177 2 Increase in investment property under
construction reflects capex as well as
Advances 10,532 3,226 43,237
value growth
Non-derivative financial assets 140,449 84,403 3 159,228
Derivatives financial assets - - 21,468
Investment in equity accounted investees 79 33,124 42,362 3 Contract assets (Consus) plus financial
real estate assets
Total non-current assets 1,857,615 1,949,767 3,244,958
Inventories 1,323,765 2,140,507 4 3,054,682
Trade and other receivables 74,006 96,265 95,276 4 Inventories reflect WIP growth as net
impact of acquisitions and project
Non-derivative financial assets 301,570 682,222 3 633,666
development expenditure versus sales
Assets held for sale - 1,329 26,100 (reclassification impact of forward
Cash and cash equivalents 96,374 143,916 257,070 sales)
Total current assets 1,795,715 3,064,239 4,066,794
TOTAL ASSETS 3,653,330 5,014,006 7,311,752
• includes Consus in FY 2017, FY 2018, FY 2019
1 Financial figures as per consolidated FS 2019 (under IFRS)
24II. Consolidated FS 2019: Balance Sheet/
Equity & Liabilities
Equity & Liabilities
in kEUR, 31 Dec FY 2017 FY 2018 FY 2019
Share capital 475,080 475,080 951,429
1• Total equity for the period increased,
Share premium - - 476,349 mainly in the context of the
Capital reserves 251,369 259,969 271,418 acquisition of VIC Properties for equity
Equity attributable to hybrid holders 158,461 151,637 151,637
Non-controlling interest 203,177 287,006 353,754
Total equity 1,088,087 1,173,692 1 2,204,586 2• Gross debt evolution reflects increased
Loans and borrowings 1,486,603 1,635,425 2 2,574,962 development activity, closing of
Derivative liability 16,590 14,062 17,669 acquisitions and consolidation of VIC
Other non-current liabilities 8,387 15,017 60,087 Properties
Provisions 20,088 - 3,744
Deferred tax liabilities 199,442 224,863 187,904
Total non-current liabilities 1,731,110 1,889,367 2,844,366
Loans and borrowings 593,457 1,326,151 2 1,510,135
Derivative liability - - 12,108
Income tax payable 17,527 44,496 53,558
Trade and other payables 219,878 576,230 679,248
Provisions 3,270 4,070 7,751
Total current liabilities 834,133 1,950,947 2,262,800
TOTAL EQUITY & LIABILITIES 3,653,330 5,014,006 7,311,752
• includes Consus in FY 2017, FY 2018, FY 2019
1 Financial figures as per consolidated FS 2019 (under IFRS)
25II. Consolidated FS 2019: Income Statement
Income Statement
in kEUR, 31 Dec FY 2017 FY 2018 FY 2019
Rental income 7,144 33,182 21,807
1 Revenue increase mainly comes from
Income from real estate inventory disposed of - 144,511 204,541 Consus, which includes upfront sales
Income from property development - 278,992 401,621 received on a project sale in Leipzig,
Service charges 532 10,199 43,613 growth in 2019 and full year inclusion
Other operating income 125,657 126,553 195,231 of SSN Group
Total income before inventory change 133,333 593,437 866,813
Change in project related inventory - - 192,700 2 Increase in costs mainly driven by
Total income 133,333 593,437 1 1,059,513 growth in construction activity and
Expenses for materials (17) (286,278) 2 (525,519) inclusion of SSN Group for the full
Expenses for hired services (17,034) (64,699) (47,798) year
Expenses for salaries and social security (1,086) (41,103) (71,712)
Other operating expenses (18,865) (46,737) (68,498) 3 Financial expenses reflect debt
EBITDA 96,331 154,620 345,987 increase due to acquisition of SSN
Depreciation and amortization (52) (2,759) (9,099) Group and represent fully
EBIT 96,279 151,861 336,887 consolidated project level financings
Finance income 10,758 23,016 76,476
on group and subsidiary level
Finance cost (66,974) (180,064) 3 (385,690)
Share of profit of equity accounted investees (net of income tax) 67,927 87 9,702
EBT 107,990 (5,100) 37,375
Income tax expense (52,954) 14,525 20,151
Profit for year from discontinued operations - 1,464 -
Consolidated net income 55,036 10,889 57,526
1 Financial figures as per consolidated FS 2019 (under IFRS)
26II. Robust credit profile - Summary
Exposed to favorable macro conditions: Undersupplied residential market with high
1 demand for apartments in Europe’s strongest economy (Germany) and in one of Europe’s
fastest growing economies (Portugal)
Unique, flexible + well diversified business model: €6.3bn Gross Development Value
2
of multiple investments in mainly German city-centre locations with residential focus
Track record of identifying and sourcing undervalued assets via deep relationships
3
and a focus on off-market transactions
Proven track-record in accessing capital markets: demonstratable evidence of
4
accessing both equity and debt capital markets
Strong operational capabilities and track record and experienced management
5
team: Superior real estate know-how across platforms and asset classes
6 Low pro-forma LTV (35.9%)1 and large portfolio of Financial Real Estate Assets (> €944m)
1Pro-forma figures calculated by company on basis of audited consolidated FS 2019 (IFRS) and then (a) deconsolidating Consus Real Estate AG and (b) recognizing the value of the in total received ADLER Group shares (previously
ADO Properties), both per 31 Dec 2019. Total recognition value of ADO shares reflects sum of (a) all shares received after option exercise valued at year end closing price of ADO shares (€32.1 per share) and (b) the shares
subscribed to in subsequent ADO rights issue valued at those terms (€14.60 per share). 27III. Appendix
Aggregate HoldingsIII. Build & Hold: Quartier Heidestrasse
(Different phases)
QH Spring (completion 2021) QH Core (completion Q4 2020)
• Gross floor area: 27,778 sqm • Gross floor area: 36,607 sqm
• Residential tower with 12 floors and around 256 apartments of • Residential: 166 apartments
which 215 are publicly funded
• Office: approx. 12,677 sqm / 100% already pre-let
• Hotel with 180 rooms: Althoff Hotel "Urban Loft"
• Retail and food services: 7,704 sqm
• Retail: 5 units from approx. 80 to 200 sqm
• Retail: 5 units available from approx. 40 to 750 sqm
• Restaurants: 1 with 70 sqm
• Food services: 3 units available from approx. 160 to 220 sqm plus
• Child care centre with 120 places terraces
• Parking: underground car park • Parking: public underground car park
29III. Build & Hold: Quartier Heidestrasse
(Different phases)
QH Track (completion 2021 – 2023 in 3 stages) QH Colonnades (completion Q2 2022)
• Gross floor area: 133,597 sqm office space for c. 8,500 workplaces • Gross floor area: 20,953 sqm
• 9 building structures with 5 to 14 storeys each, offer a distinct • Residential: 12,459 sqm with 130 apartments
address and identity
• Office: approx. 5,400 sqm
• Prestigious two-storey areas for representative offices
• Retail and food services: 3,151 sqm (including 2 retail units with
• Layout: suitable for single- and multi-tenants, for single tenants c.180 sqm & 300 sqm and 3 food services units with c.170 sqm)
starting with 6,000 sqm
• Art Studios and Art Gallery: 6 studios from approx. 50 to 80 sqm
• Parking: underground car park and 1 unit for exhibitions/Art Gallery with approx. 350 sqm
• Parking: underground car park
30III. Build & Hold: Quartier Heidestrasse
(Different phases)
QH Straight (completion 2022) QH Crown South & North (Completion S. 2022 & N. 2023)
• Gross floor area: 22,130 sqm • Gross floor area: 51,900 sqm in QH Crown South and QH Crown
North
• Residential: 130 apartments
• Residential 12-storey residential tower with 260 apartments
• Office: 5,500 sqm
• Office: approx. 13,840 sqm
• Retail and food services: approx. 2,800 sqm
• Retail and food service: approx. 5,718 sqm
• Retail: 17 units available from approx. 80 to 900 sqm
• Retail: 14 units available from approx. 75 to 500 sqm
• Art Studios: 5 studios with 80 sqm each
• Food services: 9 units available from 80 sqm to 350 sqm
• Parking: underground car park
• Parking: underground car park
31III. Build & Hold: Quartier Heidestrasse
Project construction timeline with completion in phases between Q4 2020 and 2023
2018 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 2021 2022 2023
Completion of underground
Infrastructure works utility and construction Section by section completions of roadworks
road works
Building application and Building
Completion by Q4 2020
QH CORE permission. Laying of Permit
(construction works in progress)
foundation stone obtained
Building
Building application Completion in 3 phases between Q4 2021 and Q4 2023
QH TRACK Permit
submitted (construction works in progress)
obtained
Building
Building application Completion Q2 2021
QH SPRING Permit
submitted (construction works in progress)
obtained
Building
QH COLONNADES / QH Preperation of building Completion in 2022
permit
STRAIGHT permission
obtained
(Construction works in progress)
QH CROWN 1 QH CROWN 1 (South) Completion in 2022
QH CROWN 2
QH CROWN 1 & 2 Building permit
Building permit received in 2020
obtained QH CROWN 2 (North) Completion in 2023
32III. Build & Sell: VIC Properties
Portuguese real estate market – demand drivers
Strong domestic demand / rising Portuguese middle class
» Successful economic reforms made Portugal a
Portugal Euro Area highly competitive country with low corporate taxes
2019 2018 2019 2018 » Global companies increasingly move business to
Annual Real GDP (growth rate) 1.94% 2.44% 1.22% 1.88% Lisbon and Porto, fuelling residential and office
space demand (e.g. IBM, Google, BNP, Microsoft,
Household Disposable Income (growth rate) 2.51% 2.93% - 1.65%
Sony)
Unemployment rate 6.57% 6.56% 7.37% 7.89%
» Attractive tax regime combined with high quality of
Consumer confidence index (CCI) 100.79 100.8 100.61 100.64
life attracts international entrepreneurs, pensioners,
professionals and wealthy individuals (NHR tax
regime)
Highly attractive for international investors
» Outstanding Golden Visa program attracts investors
Best country for expats from Hong Kong, China, Brazil, South Africa and
Corporate tax rate (EU
#3 to live in globally (#1 in 21% average is 23.3%) other global destinations
Europe)
» Having benefitted from Portugal’s strong economic
One of the world’s most recovery, a rising Portuguese middle class fuels
Most peaceful country
#3 in the world TOP attractive Golden Visa domestic demand for modern residential offerings
programs
Attractive low income » The structural imbalance of supply & demand in
Most competitive tax regime for Portugal’s property market is the basis for a
#34 country in the world TOP pensioners & wealthy long-lasting boom phase
individuals (NHR)
Sources: OECD, World Economic Forum, Bank of Portugal, INE, PORDATA, JLL
33III. Build & Sell: VIC Properties
Milestones
Prata Riverside PRATA Matinha Project MATINHA MATINHA
Village (PRATA) (MATINHA)
Plot 8 completed Project Environmental study
SPA signed; start and sold; SPA signed; start Acquisition completed
of due diligence of due diligence completed
underground Q2 2020: start of land
and exclusivity and exclusivity
Infrastructure on all decontamination and
period period
plots completed Infrastructure works
13 Mar 31 Dec 23 Jan 14 Jun 1 Jan
2018 2018 2019 2019 2020
8 Feb 19 Sep 1 Jan 28 May 31 Oct March
2018 2018 2019 2019 2019 2020
VIC Properties, PRATA PRATA Bond Issuance PRATA PRATA
Operational start
Project Construction €250m Pre-IPO Construction Construction
by acquisition of
Acquisition start on Plot 7, Convertible start on Plot 1 start on Plot 2
Luxembourg
completed first plot
entity (parent
constructed by
company)
VIC in full
34III. Build & Sell: VIC Properties
Prata Riverside Village (under construction, expected completion 2022)
• Large-scale flagship project in Lisbon, sourced at attractive off-
market conditions out of complex bankruptcy case from local seller
• Most iconic residential project under construction in Lisbon in central
river front location, designed by world famous architect Renzo Piano
(awarded Portugal’s best residential housing development award 2019
by SIL)
• Vibrant mix of 781 modern residential offerings on c.128,500 sqm GCA
in one of Lisbon’s trendiest neighbourhoods (Marvila)
• Together with Matinha the only large land plot available directly at the
river Tagus between central Lisbon and Parque das Nações (Lisbon’s
modern business district)
PRATA: areas overview GCA sqm % GCA
Residential 102,588 79.8%
Office 7,025 5.5%
Retail 17,108 13.3%
Others 1,780 1.4%
Total 128,501 100.0%
# Resi units (before VIC acquisition) 499
# Resi units (post VIC acquisition) 695
781
# floors above ground 6-7
# floors below ground 1-2
# plots 12
Planning status Under construction
Construction timeline FY 2022
35III. Build & Sell: VIC Properties
Matinha Project (construction start 2020, expected completion 2027)
Areas Overview (sqm)
TOTAL Phase 1 Phase 2
Residential 194 079 101 345 92 439
Office 27 532 17 617 9 915
Retail / Hotel. 23 752 4 018 19 734
Gross Construction Area - GCA (sqm) 245 363 123 592 122 088
Residential 164 970 86 395 78 575
Office 24 778 15 854 8 924
Retail / Hotel 21 511 4 018 17 493
Gross Sellable Area - GSA (sqm) 211 259 106 267 104 992
Residential Units (# Approx) 2 000 1 200 800
• Largest residential neighbourhood project in Lisbon
with 245,363 sqm Gross Construction Area
• Approximately 2,000 vibrant residential living spaces
• Enriched by a number of retail and restaurant areas, a
hotel and commercial/office units
• Premium location at the river Tagus connecting Prata
Riverside Village and Parque das Nações
• Targeting domestic buyers and international demand
36III. Build & Sell: VIC Properties
Herdade do Pinheirinho (planning phase)
Lisbon
Comporta &
Alentejo
Coast
• Total project comprises c.197,000 sqm GCA for villas, town houses,
boutique hotels + 5-star hotel with already completed 18 hole golf course
• No urban planning risk as a fully valid development permit is already
granted and infrastructure almost completed on the grounds, i.e. Herdade do
construction activity can start quickly Pinheirinho
• Located in protected nature reserve directly at Alentejo Coast in the
exclusive Comporta region, just south of Lisbon (1.5 hours)
• Traditional retreat of celebrities and European elite (e.g. Madonna,
Christian Louboutin, Philippe Starck, Carla Bruni) with a vast shoreline of
c.40km unspoilt connected sandy beaches
• True potential of the region has only just been unveiled by launch of a few
low-density, high-end touristic projects with only few developments being
permitted
37III. Financial real estate assets: ADLER Group
strategic stake
22.5% ADLER Group6 stake – superior shareholder value creation
Combination to deliver increased margins & scale for ADLER with a core focus on top 7 German cities
Last reported “ Run - Rate”
(Pro forma combined 2019A) Build-to-Hold portfolio ADLER Group6
(€m, unless otherwise stated)
Net Rental Income (NRI) 358 ~160-180 ~520-540
Current €1bn
landbank to
Financial
EBITDA 245 yield €4.7- ~140-160 ~385-405
5.3bn at
EBITDA margin 2
67% development 85-90% ~75%
completion
(€1-1.6bn gain)
GAV / GDV ( €bn)5 8.93 ~4.7-5.3 ~14
Implied NRI yield 4 ~3.9% ~4.5% ~4%
Operational
Rental area ('000s m2) 4,710 780-820 ~5,500-5,600
Rent per sqm (€/m 2) 6.2 17-19 ~8.0
Value per sqm (€/m 2) 1,696 ~5,800-6,600 ~2,500
Top 7 as % of total GAV 46% 100% ~2/3
While Consus’ landbank is developed to yielding assets, remaining develop-to-sell projects will continue to generate attractive
cashflows for ADLER Group6
Source: ADO corporate presentation; 1 Figures for ADO and ADLER Pro Forma 2019A, adjusted for the €920m Gewobag sale in December 2019, Run rate based on Build-to-Hold portfolio of Consus; 2 Calculated as a percentage of
NRI; 3 ADO and ADLER GAV of €8.9bn (includes €0.3bn of inventory and PP&E); 4 Calculated as NRI over last reported GAV for ADO and ADLER; NRI over total investment cost of ~€3.7bn for Consus; 5 GAV = Gross Asset Value,
GDV = Gross Development Value Source: ADO corporate presentation 6 formerly ADO Properties SA 38Creating value &
modern living spaces
Aggregate Holdings
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