Company Presentation Aggregate Holdings S.A - 16 February 2021
←
→
Page content transcription
If your browser does not render page correctly, please read the page content below
Aggregate Holdings S.A.
Company Presentation
16 February 2021
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
purpose without the prior written consent of Aggregate Holdings.
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
your information, should not be treated as giving investment advice and may not be printed or otherwise copied or distributed. Subject to limited exceptions described below, the information contained in this
Presentation is not to be viewed from nor for publication or distribution in nor taken or transmitted into the United States of America (“United States”), Australia, Canada or Japan and does not constitute an offer of
securities for sale in any of these jurisdictions.
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 20
III Appendix 29
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 assets via deep
3
relationships and a focus on off-market transactions
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)
26.6% 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 reflecting recent shares acquisition
6
I. New Proven Senior Management Team
Benjamin Lee
» Previously CFO of Consus Real Estate, successfully raising € 450m of public debt
and selling the company to achieve strong returns for stakeholders
Managing
Director » Over 25 years experience in the financial industry with 14 years at UBS (IB)
/ CFO » 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
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) 26.6% 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 phase completed 1/2021 First completion Q1 2021 ADLER stake acquired via Consus sale
and ADO rights issue and subsequent
Full completion 2023 Full completion 2023 / 2027
purchases
Cashflow NRI growing to €75m p.a. Forward sales of €300m in next 3 years Liquid stake of c. €900m of 26.6% in
ADLER Group , based off 31/12/2020
Refinancing opportunities Refinancing opportunities
share price
Dividends of €14-16m 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. Material positive Value FY19: €804m, based on current Value currently of c. €900m based off
12/20 revaluation expected rent and cost estimates 31/12/20 share price
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
• Approximately €160m of liquid, tradeable
Income from ~ €20m – targeted annual income from third party real estate securities (expected FY20)
Financing loan portfolio with short-term maturities
• Diversified positions across number of
investments
~ €14-16m – expected annual dividends from 26.6% stake in
Dividends ADLER Group1 (based on 50% FFO I dividend policy • Value accretive investment entry levels
announced for years 2021 and onwards) provide for optimised trading gains when
realised
Liquid, €115m– position held in liquid, tradeable securities (FY19) • Most project financings of subsidiaries are
opportunistic - ( c.€160m expected FY20)
cash flow neutral due to established interest
Financial RE €160m – position held in short-term real estate loans (FY19) reserve accounts
Assets2 - ( c.€175m expected FY20)
Liquid, strategic
Financial RE c. €900m – liquid stake of 26.6% in ADLER Group1 (31/12/20)
Assets
1 formerly ADO Properties SA 2 as per FY 2019
11I. Recent Events
Increased stake in Adler to 26.6%
• Reflects strong commitment to Adler and confidence in prospects of German residential real estate
Continue to see opportunities in current environment to buy high quality assets and strategic stakes related to
German real estate
• Aggregate recently confirmed following market speculation that may be considering the acquisition of a
minority stake in CA Immobilien Anlagen AG, a commercially-focused real estate company with low leverage
and a high-quality portfolio
− Currently no certainty that any such acquisition will proceed, nor as to the terms and conditions
thereof
• Aggregate has acquired 10.79% stake in S IMMO AG and acquired joint control over a 10.54% stake in
IMMOFINANZ AG, both commercial real estate companies which Aggregate believes are significantly
undervalued
In Q4 2020, issued EUR 500m of senior bonds with a 6.875% p.a. coupon and a maturity of five years through
a EUR 400m initial offering and then a subsequent EUR 100m tap
• EUR 283m of the existing EUR 350m notes due 2021 were tendered for exchange in to the new bond as part
of the issuance
For FY 2020, Aggregate expects its LTV to be around 45%
12I. 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 FY 19
let lettable area
Construction Area) and c.230,000 sqm GLA (Gross Lettable Area)
• Project has full building permits and currently under construction € 981m 147,000 sqm
Over 80% under
residual value Office
• Nearly 50% of total office space has already been pre-let construction
(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 completed Retail
NRI/year1 completed
lettable area
• Expected > €75 million NRI and €2.1 bn – €3.4 bn valuation at
completion
HBF
Berlin Central
Station
1 As at completion of the project; as per 31 Dec-19 valuation received
13I. 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
• Phase I completed per schedule
– FY 2020 debt of c. €500m
– Apartments letting process on budget
Value potential for exceptional asset Timeline
Current value: € 981m1 (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 Completed 36.607 12%
Phase 2: Track Q1 2022
Total sqm: 230,000 sqm Q4 2022 133.597 46%
Plan + Target €2.1bn2 - € 3.4bn Q4 2023
completion value: Phase 3: Spring Q1 2022 27.778 9%
Average rents per month: € 27/sqm - € 31/sqm Phase 4: Colonades/Straight Q4 2022 43.083 15%
Phase 5: Crown 1 Q2 2023
Target multiple: 28.75x - 31.25x 51.900 18%
Phase 5: Crown 2 Q4 2022
Value: € 9,250 - € 15,000
Development
Construction
1 Significant positive revaluation expected for FY 2020 2 As at completion of the project; as per 31 Dec-19 valuation received
14I. 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
15I. 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 and making strong
market progress
− First plot (c.5%) completed in Q1 for handover
• Significant investment in Lisbon area ongoing, including corporate
− Two of the twelve plots almost completely sold
relocations (IBM, Google, Microsoft, Sony)
− Averages sales price of > € 6,000 sqm for new apartments
– Golden Visa program attract HNW investment − Project virtually all completed in 2023 (c.20% by end ‘21; >40% by
• Lack of supply & under-investment H1 2022)
• On-line process enables sales to continue through the current environment
– Long-term undersupply post 2008 − Sales prices exceeding targets, with potential upside to
– Economic recovery driving middle-class demand values/profits
• Matinha execution based on successful PRATA delivery
• VIC/Aggregate are largest developer – very limited availability of local − construction completion expected ‘28, first completions in H2 ‘23
financing for large scale plots limits competition • Comporta construction starting in 2021,with first completions expected H2 ‘23
– Potential for institutional sales • Large modern projects in fragmented under-capitalised environment
Significant value creation to come Effective capital recycling
Prata Matinha Comporta Total
(2)
Current valuation € 235m € 346m € 223m € 804m
(1)
Plan price (€/sqm) 5,520 5,000 3,680 4,665
€/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
16I. 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% 64% 75,000 68,764
» international developers lack local
65% 62% 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
17
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.26.6% 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
• As largest shareholder with 26.6% stake2 of ADLER Group1,
Aggregate Holdings is set to benefit most from superior shareholder 25.7
value creation
€3.4bn
3 market cap
• The strategic merger combines a €9.4bn rental portfolio 12.3 11.7 31/12/20
(ADO/ADLER) with a growth path of €5.2bn GDV of developments 8.1
6.3 5.3
in Germany’s core cities (Consus - pro forma for expected 3.3
1.3 1.0
disposals)
• 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 Group1
trades at a material discount to NAV, providing
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 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
18I. Creating platforms: Consus success story
& Creation of Germany’s leading residential development platform
• Consus: 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
• Almost tripled project GDV from €4.6bn in Dec 2017 to €12.3bn in 12
Dec 2019 10 3.5 1.2
• Aggregate subscribed to the rights issue and acquired further shares as the 8 - 0.8
1.6
largest shareholder in ADLER Group1 with 26.6% stake 6
4.6
• Significant upside remains in the combined ADLER Group1 4
2
• Multiple corporate actions to build platform and realise value
0
• Q1 ‘16 : Aggregate acquired 50% stake in CG Gruppe
GDV as of Dec 2017
Organic acquisitions
Development gain
GDV as of Dec 2019
New acquisitions 2019
Closing upfront sale
SSN acquisition
• Q3 ‘17 : Sale of CG to Consus for 69% strategic stake + €150m bond
Q2 ‘18 : Andreas Steyer and Benjamin Lee join as CEO and CFO
2019
2018
•
• 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 19II. 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 & Hold Build & Sell
68%2 other Assets
94.9% 68% YE’19 (100% H1’20) 100%
e.g. Quartier Heidestrasse, e.g. VIC Properties, 22.5% YE’19 ADLER
Berlin Portugal Group3 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 interest2 € - 100m
5% AGGH bond € - 350m
Segment NAV € 556m Segment NAV € 929m Segment NAV € 816m NAV2 € 1,951m
» Target medium-term LTV of around or below 50%
» FY 2020 LTV expected of around 45%
» 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. Total recognition value of ADO shares reflects sum of (1) all shares received after option exercise valued at year end closing price of ADO shares (€32.1 per share) and (2) the shares subscribed to in subsequent ADO rights
issue valued at those terms (€14.60 per share). 2 includes minorities and does not include equity attributable to hybrid holders 3 formerly ADO Properties SA 21II. 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 Properties,
based on 68% ownership. Remaining 32%
Property, plant and equipment 4,336 15,412
acquired in 2020, with payment expected via
Intangible assets and Goodwill 1 804,401 1,520,271 equity-linked instrument
Investment property 66,643 205,803
Investment property under construction 2 992,293 1,237,177 2✓ €981m are attributed by Quartier
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
Derivatives financial assets - 21,468 Group2 stake (Pro-forma valuation of €635m at YE
Investment equity accounted investees 3 656,243 42,362 20191)
Total non-current assets 2,659,972 3,244,958 4✓ Combined value as per YE 2019 for the two
Inventories 4 582,061 3,054,682 flagship projects of VIC Properties under
Trade and other receivables 13,334 95,276 construction (Prata Riverside Village + Matinha).
As part of the VIC acquisition, inventory fair value
Non-derivative financial assets 245,039 633,666
increase of EUR 252m recognised
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 less €106m
of cash over total assets)
TOTAL ASSETS 5 3,606,825 7,311,752
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 22II. 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 100%
Share premium 476,349 476,349
2 Loans and borrowings focused at project level, with
Capital reserves 371,476 271,418 cost of debt reduced through securing project loans
Equity attributable to hybrid note holders 151,637 151,637 against assets. Average cost of debt is c. 5.5% at
Non-controlling interest 1 100,178 353,754 YE 2020
Total equity 2,051,069 2,204,586
3 Deferred tax liabilities mainly relate to the
Loans and borrowings 2 1,035,898 2,574,962 revaluation gains in Build&Hold. Both Build&Hold
Derivative liability 3,467 17,669 and Build&Sell divisions have material tax losses
Other non-current liabilities 15 60,087 carried-forward
Provisions 131 3,744
Deferred tax liabilities 3 76,672 187,904
Total non-current liabilities 1,116,183 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 3,606,825 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). 23II. Pro-forma Capitalisation Bridge
Pro-forma Capitalisation per YE 2019
1
AGGH FS'19 Derecognition of Carve-out FS '19 Recognition of Pro-forma YE'19
2
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 YE’19 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
• The ADLER Group stake will be accounted for in the audited financial year 2020 accounts at tangible fair value of the underlying ADLER
Group
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 24II. 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 Properties
Property, plant and equipment 9,107 12,614 15,412 for shares, added to existing Consus goodwill
Intangible assets and Goodwill 490,392 697,453 1 1,520,271
2✓ Increase in investment property under
Investment property 498,806 238,845 205,803 construction reflects capex as well as value
growth
Investment property under construction 708,250 880,102 2 1,237,177
Advances 10,532 3,226 43,237
Non-derivative financial assets 140,449 84,403 3 159,228 3✓ Contract assets (Consus) plus financial real
estate assets
Derivatives financial assets - - 21,468
Investment in equity accounted investees 79 33,124 42,362
4✓ Inventories reflect WIP growth as net impact
Total non-current assets 1,857,615 1,949,767 3,244,958 of acquisitions and project development
expenditure versus sales (reclassification
Inventories 1,323,765 2,140,507 4 3,054,682
impact of forward sales)
Trade and other receivables 74,006 96,265 95,276
Non-derivative financial assets 301,570 682,222 3 633,666
Assets held for sale - 1,329 26,100
Cash and cash equivalents 96,374 143,916 257,070
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)
25II. 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, mainly
in the context of the acquisition of VIC
Share premium - - 476,349
Properties for equity
Capital reserves 251,370 259,969 271,418
Equity attributable to hybrid holders 158,461 151,637 151,637
Non-controlling interest 203,177 287,006 353,754 ✓ Gross debt evolution reflects increased
2
Total equity 1,088,087 1,173,692 1 2,204,586 development activity, closing of acquisitions
Loans and borrowings 1,486,603 1,635,425 2 2,574,962 and consolidation of VIC Properties
Derivative liability 16,590 14,062 17,669
Other non-current liabilities 8,387 15,017 60,087
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)
26II. 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 Consus,
which includes upfront sales received on a
Income from real estate inventory disposed of - 144,511 204,541
project sale in Leipzig, growth in 2019 and full
Income from property development - 278,992 401,621 year inclusion of SSN Group
Service charges 532 10,199 43,613
Other operating income 125,657 126,553 195,231 2
✓ Increase in costs mainly driven by growth in
Total income before inventory change 133,333 593,437 866,813 construction activity and inclusion of SSN
Change in project related inventory - - 192,700 Group for the full year
Total income 133,333 593,437 1 1,059,513 3
✓ Financial expenses reflect debt increase due to
Expenses for materials (17) (286,278) 2 (525,519) acquisition of SSN Group and represent fully
Expenses for hired services (17,034) (64,699) (47,798) consolidated project level financings on group
Expenses for salaries and social security (1,086) (41,103) (71,712) and subsidiary level
Other operating expenses (18,865) (46,737) (68,498)
EBITDA 96,331 154,620 345,987 4
✓ Group tax rate includes 15% effective rate for
Depreciation and amortization (52) (2,759) (9,099)
Build&Hold and c.23% rate for Build&Sell.
Luxembourg tax rate is 24.94% pre-
EBIT 96,279 151,861 336,887 exemptions
Finance income 78,685 23,016 76,476
Finance cost (66,974) (180,064) 3 (385,690)
Share of profit of equity accounted investees (net of income tax) - 87 9,702
EBT 107,990 (5,100) 37,375
Income tax expense (52,954) 14,525 4 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)
27II. 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). 28III. Appendix
Aggregate HoldingsIII. Build & Hold: Quartier Heidestrasse
(Different phases)
QH Spring (completion 2021) QH Core (completed January 2021)
• Gross floor area: 27,778 sqm • Gross floor area: 36,607 sqm
• Residential tower with 12 floors and around 255 apartments of • Residential: 166 apartments
which 212 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
30III. 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
31III. 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
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 2023)
• 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) 781
695
# floors above ground 6-7
# floors below ground 1-2
# plots 12
Planning status Under construction
Construction timeline Until FY
FY 2023
2022
35III. Build & Sell: VIC Properties
Matinha Project (expected completion 2028)
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
37Creating value &
modern living spaces
Aggregate Holdings
38You can also read
