Company Presentation Consus Real Estate AG
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Company Presentation
Consus Real Estate AG
June 2019
Titel
I. Overview
Consus Real Estate AG
Consus - the leading real estate developer in Germany
Unique business model Key financials + KPIs
▶ The leading German residential developer, with focus on top 9 German cities
€9.6bn GDV(1) €2.5bn €450m
▶ Strong market share in undersupplied German residential real estate market development GDV in forward sales
portfolio across Targeted Adjusted
with focus on affordability volume contracted +
64 projects EBITDA(3) 2020
LOI(2)
▶ Forward sale-oriented business model de-risks development, financing and exit
▶ Fully integrated real estate platform covering the entire value chain
~20% 3.0x
▶ Headquartered in Berlin with ~780 employees currently focused on Targeted Medium-term €2.95bn Targeted Medium-term
construction and sales Adjusted EBITDA Market GAV(4) Net Debt / Adjusted
margin EBITDA
▶ PF FY2018 Revenues of €656m and Adjusted EBITDA of €253m
Development portfolio breakdown
Diversified across the top 9 cities in Germany Focus on Forward Sales
Breakdown of the development portfolio by city (5) Development portfolio breakdown
Munich Dresden
5% Forward Sold(2) Condominiums
Dusseldorf 4%
Hamburg 26% 20%
4% 80% with forward
20% sales approach;
Cologne
11%
33% of which is GDV:
64 projects already forward €9.6bn(1)
sold or under
in total(1) Stuttgart LOI(2) Upfront sale/LOI signed
Leipzig
18% 18%
13%
Target Forward Sales
35%
Frankfurt Berlin
13% 12%
(1) On a consolidated basis as of 31 Dec 2018; Includes three development projects of which the acquisition is signed but not yet closed; (2) As of 31 Mar 2019, incl. LOIs of €68m, LOIs under negotiation of €498m and pre-sold condominiums of €151m; (3) EBITDA pre
Purchase Price Allocation (PPA) and pre one-off costs; (4) As appraised by third party appraiser as of 31 Dec 2018; (5) Dortmund is included in Düsseldorf, Erfurt is included in Leipzig; Böblingen, Karlsruhe and Mannheim are included in Stuttgart, Bayreuth and Passau
are included in Munich, Offenbach is included in Frankfurt am Main
Consus Real Estate AG 3
Key investment highlights
I. Exposure to Germany’s favorable macro conditions in highly attractive locations
II. Unique and flexible business model
III. Robust development portfolio
IV. Strong operational capabilities and track record
V. Solid cash flow generation model and performance visibility
VI. Experienced management team
Consus Real Estate AG 4Consus is the leading real estate developer in Germany’s top 9
cities
The leading property developer in Germany’s top 9 cities(1) Footprint in Germany further enhanced by the acquisition of SSN
(1)
Consus Hamburg
Area 369 km² Area 364 km²
#1 #2
Berlin
Hamburg €1,930m GDV Stuttgart €1,720m GDV
Zech Group
20% of total GDV 18% of total GDV
Dusseldorf Dresden
Instone Cologne Leipzig
Frankfurt
Bonava Area 198 km² Area 536 km²
#4
#3 €1,176m GDV €1,277m GDV
Stuttgart Leipzig
Berlin 13% of total GDV
12% of total GDV
BPD Development area (‘000 sqm) Munich
CG SSN
Groß & Partner
Significant increase in development activities through SSN acquisition
Pandion
A leading development platform in Germany
PROJECT PI
Excellent portfolio fit, enhancing Consus’ German
SSN footprint
Büschl acquisition
rationale Attractive land plots in Germany’s top metropolitan areas
0 500 1.000 1.500 2.000 Strategic fit of SSN forward sales business model
in m2 ’000s Significant synergy potential
Note: Bulwiengesa Projektentwicklerstudie Top 9 Cities in Germany as of 21 Mar 2019
(1) Bulwiengesa study based on projects until 2023; Consus’ long-term projects that will be completed after 2023 such as Hamburg Holsten and Stuttgart Vaihingen are not included; Current Consus total development area of 2.1m m2
Consus Real Estate AG 5Consus’ management team
A strong and proven management team across the group
Andreas Steyer » Over 25 years operational and leadership experience in German real estate companies
CEO » Former CEO of publicly listed DEMIRE, expansion of buy-to-hold assets >€ 1bn
Consus » Previously Deka Immobilien and partner at Ernst & Young Real Estate
Benjamin Lee » Over 25 years experience in the financial industry with 14 years at UBS (IB)
CFO » Previously at Aggregate Holdings, the majority shareholder of Consus
Consus » 5 years of experience as board member and CFO of a publicly listed company
Theo Gorens » Several years of experience in the financial sector in Amsterdam and Frankfurt
Deputy CFO and CRO » Formerly at ABN Amro and Bethmann Bank
Consus » Responsibilities at SSN Group include Finance, Business Development, Debt Advisory, Risk Management
Christoph Gröner » Founder and CEO of CG Gruppe and one of the leading entrepreneurs in the German real estate
CEO development sectors
CG Gruppe » Leading innovation in the industrialization and digitalisation of the real estate development
Jürgen Kutz » Mr. Kutz has been Deputy-CEO and COO since 2011 and is in charge of the project development,
forward sales and the financing of projects of CG Gruppe
COO » Previously Senior Real Estate Asset Manager with Lone Star Funds, and before CEO of Alpine Finanz
CG Gruppe Group
Michael Tockweiler
» CEO and founder of SSN Group
CEO » He founded SSN Group in 2004 and has a development track record of €7.5bn GDV since its foundation
SSN
Consus Real Estate AG 6Titel
II. Company highlights
Consus Real Estate AGExposure to Germany’s favourable macro conditions in highly attractive locations
I. Attractive housing sector fundamentals in the strongest European economy
Germany as “safe haven” economy Largest housing market in Europe Strong and consistent rental price growth
GDP CAGR 2008-2018 Forecast of total population per country in 2020 (m) Rental-price index GDP growth
110 6,0%
Forecast of total households per country in 2020 (m)
1,3% 1,3% 82,5 4,0%
100
67,3 2,0%
1.0% 65,7
0,9% 0,0%
46,5 90
41,5 -2,0%
28,1 30,4
0,4% No decline in rental prices -4,0%
80
18,9 18,2 in over 20 years across the
-6,0%
8,0 economic cycle
70 -8,0%
2015
1995
1997
1999
2001
2003
2005
2007
2009
2011
2013
2017
2018
(1) Germany UK France Spain EU (1)
Germany UK France Spain EU
Source: EIU Source: BMI Source: Destatis, EIU
Lowest “risk free” rate in Europe Strong rental culture; low home ownership Rent affordability remains healthy
10-year government yield Mar-2019 Home ownership rate (%) (2017) Share of rent in disposable household income as
Government debt (2017, % of GDP) % of total (2017)
77,1%
32,1%
69,3%
64% 87% 98% 98% 82%
65,0% 64,4% 29,6%
1,1% 1,1%
0,9% 51,4% 24,7%
22,6%
20,6%
0,4%
0,0%
Germany UK France Spain EU (2) Germany UK France Spain EU (1) Germany UK France Spain EU (1)
Source: EIU, Bloomberg as of 21 Mar 2019 Source: Eurostat Source: Eurostat
(1) Average based on 28 EU member countries; (2) Average based on 25 EU member countries excluding Estonia, Luxembourg and Malta
Consus Real Estate AG 8Exposure to Germany’s favourable macro conditions in highly attractive locations
I. Excellent business opportunity for residential developers
Supply mismatch led to rising rents and declining
vacancies…(1) …and provides market opportunities for developers(3)
€/m2 Rent Price (€/m2p.m., LHS) €/m2
Construction Cost (Land & Construction Cost) Condominium Prices
Vacancy Rate (%, RHS)
8,0 5,5% 3.500
2,966
7,0 3.000
4,0%
2,813
6,0 2.500
2,5%
5,0 2.000
1.500
4,0 1,0%
2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
» Since 2015 apartment prices exceed construction costs for the first time
» Residential market is highly undersupplied due to population growth and since reunification in Germany making it more attractive for developers
low development activities
» Due to reluctance against homeownership in Germany, property prices
have stagnated/partly decreased for almost two decades (1995-2015)
» With c. 285,000 completed apartments in 2017, supply is still below the
annual requirement of c. 400,000 apartments(2) » Development sector is highly fragmented in Germany, with limited large
scale companies
(1) Empirica, CBRE;(2) Welt.de – Real Estate; (3) Statistisches Bundesamt, Savills, UBS Research, Destatis/Empirica
Consus Real Estate AG 9II. Unique and flexible business model
Forward sales business model reduces development risks
~80% of the portfolio based on forward sales… Key advantages of the forward sale business model
Development portfolio breakdown Flexibility to optimise development pipeline based on local demand
Forward Sold(1) Condominiums
26% 20% Faster project development through high volume sales to institutional
80% with forward
sales approach; purchasers
33% of which is GDV:
already forward €9.6bn(2) Well balanced projects’ cash flows through development milestones
sold or under
LOI(1) Upfront sale / LOI signed Future upside from rental increases built in the forward sale agreements
18%
Target Forward Sales
35%
Well positioned for “Quartier” development, in line with the institutional
purchasers’ investment policy (mix of residential and commercial tenants)
€1.8bn upfront €7.6bn of entire
€2.5bn already €3.4bn to be Stable and broad relationships with authorities as institutional purchasers
sale (incl. LOI GDV with
forward sold(1) forward sold are “good landlords” focused on middle-income tenants
signed) forward sales
(24%) (37%)
(18%) approach (80%)
Attractive rental spreads over bund yields for institutional purchasers
…to large institutional purchasers (3)
Germany: attractive rental yield spreads vs. 10y Bunds
Bundesbank 10Y year-end yield Rental yield in Germany
4,0%
Expected economical recovery
2,0% and loosening monetary policy
Global financial crisis
0,0%
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
Source: Bulwiengesa , Bloomberg
(1) As of 31 Mar 2019, incl. LOIs of €68m, LOIs under negotiation of €498m and pre-sold condominiums of €151m; (2) On a consolidated basis as of 31 Dec 2018; Includes three development projects of which the acquisition is signed
but not yet closed; (3) Selection of Consus’ forward sale investors
Consus Real Estate AG 10Unique and flexible business model
II. Core business model consists of forward sales to institutional purchasers
I. II. III. IV. Post building
permit,
Buy Plan Sell Build construction
Plots & Deliver phase takes
Project Forward
~24-36months
I II. III. IV.
Finalize the project and obtain Construction begins after
Prior to starting construction, completion of the forward-sale
Consus acquires land plots and building permits for residential
projects are forward-sold to and is paid on the basis of pre-
lays out overall project structure developments with commercial agreed milestones over the
institutional purchasers
potential construction period
Business model focused on Forward Sales – existing project portfolio enables dynamic portfolio management
Development portfolio
Forward sales model targeting a cash flow positive profile as soon as the first
80% with forward payment is received
sales approach
Flexibility to optimise development pipeline based on local demand
GDV:
€9.6bn(1) Reduced requirement for capital due to early capital recycling
Minimize “lock-in” period of equity investment given forward sale business model
(1) On a consolidated basis as of 31 Dec 2018; Includes three development projects of which the acquisition is signed but not yet closed
Consus Real Estate AG 11Unique and flexible business model
II. Condominium units sold to retail purchasers complement the core business model
I. II. III. IV. Post building
permit,
Buy Plan Build construction
Plots
Sell & Deliver
phase takes
Project ~24-36months
I II. III. IV.
Significant amount of construction
Condominium units sold to retail
Consus acquires land plots and Finalize the project and obtain cost covered by regular payments
purchasers with higher margins
lays out overall project structure building permits with final instalment received at
compared to forward sales
completion
Business model for Condominium projects
Development portfolio Complements the core business model as condominiums are often a part of larger quartier
developments
20% with
condominium Pre-defined payment schedule with typical 30% payment upfront and pre-agreed payment
sales milestones
approach
GDV:
€9.6bn(1)
Favourable legal framework with the customer liable in full for the scheduled payments unless
incurred during personal bankruptcy
Majority of construction costs can be covered by financing secured on the customer’s payments
Focused on higher value properties where materially higher pricing obtained through to retail sales
(1) On a consolidated basis as of 31 Dec 2018; Includes three development projects of which the acquisition is signed but not yet closed
Consus Real Estate AG 12II. Unique and flexible business model
Bottom-up approach to forward sale price negotiation aims to lock-in profitability
Ability to budget project costs enables upside potential Indicative cost and profit structure
Illustrative example
I
Further upside IV
» Broad network with strong access to municipalities and key decision makers
Land acquisition 20% Targeted Adjusted
access and » Well established market player with robust reputation EBITDA margin
sourcing I
» Ability to develop complex large-scale projects with quartier / phasing approach III
II
» Focus on turnkey contracts with 3rd party contractors minimising cost over-runs
where possible
Re-development
potential with Land Planning Other Contracted Rent
» Integrated development platform with in-house development capabilities, acquisition costs costs cash inflow upside
minimized cost
facilitates re-development owing to lack of such competences in the market costs potential
overrun risk
Construction costs II
» Up to 30% construction costs future reduction potential through digitalization
Indicative overview of cost structure
III
Illustrative example
IV » “Minimum price” forward sale contract with institutional purchasers targeted to Land acquisition
Contractually
fully cover the construction costs costs:
agreed Construction 19-25%
cash inflows costs
» Contracts structured to provide upside from rent increases upon construction (excl. planning)
with
Planning costs
significant completion/renting of finished projects 15% of
rent upside Total Construction
potential Total Construction
» Capitalize on potential operational synergies through accretive acquisitions costs
costs:
75-81%
Consus Real Estate AG 13Robust development portfolio
III. Balanced distribution of properties to be developed in the short and medium term
GDV in Net floor Development
# Entity Project Name City % of Total GDV % Residential Status
€m area in m² Time-frame
1 Garden Campus Stuttgart 976 10% 79% 186,581 Planning 2020 – 2025
2 416 (Freiladebahnhof)* Leipzig 884 9% 53% 267,941 Planning 2020 – 2025
3 Holsten Quartiere Hamburg 876 9% 71% 145,749 Planning 2021 – 2026
4 Cologneo I Cologne 389 4% 37% 90,607 Construction 2018 – 2021
5 Quartier C Karlsruhe 371 4% 64% 111,249 Planning 2021 – 2025
6 The Wilhelm Berlin 366 4% 85% 17,720 Construction 2018 – 2021
7 Neuländer Quarree Hamburg 357 4% 37% 81,315 Planning 2020 – 2023
8 Cologneo II Cologne 351 4% 64% 71,583 Planning 2022 – 2025
9 Covent Garden Munich 296 3% 93% 26,952 Planning 2020 – 2022
10 Frankfurt Ostend Frankfurt 283 3% 54% 39,000 Planning 2021 – 2023
Top 10 5,147 53% 61% 1,038,967
Other * Signed sale contract
7.4%
Commercial units
linked to residential Main focus on residential and “quartier” developments
projects sold as a Retail, Office €9.6bn(1)
combined & Hotel Approach to develop large projects in phases
development 32.3% 64 projects Residential
project 60.3% All “quartier” developments include commercial properties
(1) On a consolidated basis as of 31 Dec 2018; Includes three development projects of which the acquisition is signed but not yet closed
Consus Real Estate AG 14Robust development portfolio
III. A sizeable €9.6bn GDV portfolio still in ramp-up phase
Consus has achieved a sizeable portfolio of projects.... Investment criteria
€bn
9.6
10 Asset Standardised rental apartment blocks and integrated
9 class residential and commercial developments (“Quartier”)
8 3,5
7
0,9
6 0,7
5 Location Focus on top 9 German cities
4
3
2 4,6
1
0 Size Standardised 100+ apartments
GDV as of Dec Organic Organic SSN acquisition GDV as of Dec
2017 acquisitions acquisitions 2018 (1) (2)
H1 2018 H2 2018
....still in ramp-up phase
Forward
Forward sale to institutional purchasers, with target of
Development portfolio sale
forward selling price agreed before start of construction
focus
30% under construction
(~40-50% target)
GDV:
€9.6bn(1) Sized for demand (1-2 bedroom with 50-70m2) +
Lot Size
VauVau concept at around approx. 50m2
(1) On a consolidated basis as of 31 Dec 2018; Includes three development projects of which the acquisition is signed but not yet closed; (2) Reflects GDV reduction by € 122m through sales of Xberg and HAU BT 4-6 in
December 2018
Consus Real Estate AG 15Strong operational capabilities and track record
IV.
Competitive advantage through digitalisation
Digital-oriented construction process with potential to drive substantial cost and time savings
I
» Building Information Modelling (BIM): 6 dimensional approach to construction
processes Save up to 6 months in the
Introduction
development timeline(1)
of new
» 2D = Architectural planning; 3D = Digital 3D plan; 4D = Time; 5D = Cost;
building 6D = Lifecycle
standards
» Reduced procurement costs via direct supply chain management
II Reduce labour
costs per m2/ concrete
Digital
» Digitalized offering to include component catalogue, procurement platform, floor plan
construction generator and configurator
and
development » Further supported by the recent acquisition of the PropTech company DIPLAN
platform
Wall units up to 30% cheaper
than market price level(1)
III
» Setting up a highly automated pre-fabrication plant in Erfurt in partnership with
Pre-fabrication European Modular Constructions GmbH
operations
» Plant will be one of Europe’s largest for construction elements Ability to pre-fabricate wall and
with partner ceiling units for ~1,950 residential
» Targeted to start production in 2020 with focus on massive concrete parts units per year(1)
Full digitalization expected to be implemented by the end of 2020 with 20 development projects already using BIM
(1) Based on management estimates
Consus Real Estate AG 16Solid cash flow generation model and performance visibility
V.
Consus developments become cash flow positive prior to construction start
Illustrative forward sales business model cash flow profile
Development /
Acquisition Construction Delivery Cash flow First cash inflow as forward sale is
Forward sale
positive as entered into
construction Projects become cash flow positive prior
starts to construction start
20%
Balanced 90% of the cash inflows are received
11% payments during the construction phase
profile Small remaining payment at delivery
5%
Project cash flow breakeven
60% Limited Regular payments from buyers to cover
54% working construction costs
-20% capital Minimal working capital needs
consumption throughout the life of the project
30%
20%
10%
5% Targeted Adjusted EBITDA margin of
1%
High 20% at delivery, with upside potential
Land Acquisition Development / Construction Delivery (1) profitability based on outperforming occupancy and
Forward Sale rent levels achieved
Project Cash Collection Project Cash Costs Cumulated Project Cash Flow Margin
(1) Delivery includes finalization of construction and tenancy
Consus Real Estate AG 17Titel
III. Financials
Consus Real Estate AGFinancing overview
FY2018 Key group metrics
Key Income Statement Figures Key Balance Sheet & Cash Flow Figures
Consus Reported Consus PF SSN Consus Reported
Net Debt €2,104m
Total
€615m €656m
Income
Market
€2,95bn
Gross Asset Value
Adjusted
€204m €253m
EBITDA(1) Operating
€132m
Cash Flow
Prepayments
€356m
Received
Financial Result €(117)m €(198)m
Net Debt /
PF Adjusted 8.3x
EBITDA(1)
Consolidated
€1m €(24)m(2) PF Adjusted
Net Income
EBITDA(1) / 1.2x
Interest
(1) EBITDA adjusted for Purchase Price Allocation (“pre-PPA”) and one-off expenses
(2) Net Income adjusted for Purchase Price Allocation and one-off expenses of €73m
Consus Real Estate AG 19Solid cash flow generation model and performance visibility
Strong visibility on future performance
The forward sales and condominium business models allow for strong cash flow visibility, while minimising development risk
I
» Letter of intent in negotiation with institutional purchasers
Letter of intent 8 ~€500m
in » Expected to be converted in signed letter of intent within 3-6 months and in signed projects GDV
negotiation forward sale agreements within 6-12 months
institutional purchasers
II
Projects sold to
» Signed letter of intent with institutional purchasers, expected to be converted into 1 ~€70m
forward sale agreements within 3-6 months
Letter of intent project GDV
signed
III
» Signed binding agreements between Consus and institutional purchasers
» Up to c.30% upfront cash payment received upon signing 18 ~€1,800m
Forward Sales
projects GDV
Signed » Future cash inflows under forward sale agreements upon achieving defined milestone
IV
Units sold to
» Signed projects sold to retail purchasers rather than institutional purchasers
retail
Condo Sales » 30% upfront payment received on signing up forward purchasers for the condominium ~€150m
6 projects
Started GDV
» Focused on higher value properties where materially higher prices can be achieved
from retail sales
€2.5bn GDV forward sold or under LOI allows for strong visibility on future performance(1)
(1) As of 31 Mar 2019, incl. LOIs of €68m; LOIs under negotiation of €498m and pre-sold condominiums of €151m
Consus Real Estate AG 20Financing strategy
Evolving towards a cheaper and more flexible capital structure
Corporate
Consus level Corporate level debt Currently represents c.25% of total indebtedness
Project level Evolve towards a mature financing strategy by refinancing
project level debt with corporate level debt
CG Gruppe SSN
Project level debt
senior, junior, or mezzanine Currently represents c.75% of total indebtedness
SPV SPV SPV SPV SPV SPV
Successful placement of rated EUR 400m inaugural Bond… …initial step towards long-term financing strategy
Issuer CONSUS Real Estate AG
» Proceeds to refinance acquisition facility for SSN, make final payments on
Issue Senior Secured Notes the agreement to increase stake in CG to 75% on a fully diluted basis,
Currency EUR refinance short term shareholder loans and expensive junior debt
Amount 400m » Bond ratings from S&P and Fitch of B-/B and company ratings of B/B (stable
Maturity May 15, 2024 (5 years) outlook)
Coupon 9.625% » Strong commitment to reduce junior debt at the project level and increasing
Call protection NC2 (50%, 25%, par) the group level debt
Corporate rating B/B » Consus with stronger access to capital markets, evolution of financing
Issue rating B- / B structure will provide further strategic flexibility towards reaching our mid-
term target to deleverage our balance sheet and decrease avg. cost of debt
Distribution RegS / 144a
Governing law New York law
Consus financial targets: reduce the avg. interest rate by 200bps and delever
to Net debt/Adj. EBITDA 3.0X in the medium term
Consus Real Estate AG 21Capital structure pro forma for the transaction
Capital structure pro forma for the transaction
As of 31-Dec-18 Adjustments Pro Forma as of 31-Dec-18
x LTM Pro Forma Adj.
€m % LTV(4)
EBITDA
Project level cash & cash equivalent (89) (89)
Gross Project finance debt 1,703 (28) 1,675 6.6x 56.8%
Net Project finance debt 1,614 1,586 6.3x 53.7%
Consus Real Estate AG cash & cash equivalent (3) (18) (20)
Pebble Investment debt 33 33
New Senior Secured Notes 400 400
SSN Acquisition Facility 250 (250) -
Gross debt through New Senior Secured Notes 1,986 2,109 8.3x 71.4%
Net debt through New Senior Secured Notes 1,895 1,999 7.9x 67.7%
2022 Convertible Bond(1) 194 194
Other debt(3) 43 (39)(2) 22
Gross adjusted total debt 2,224 2,325 9.2x 78.8%
Net adjusted total debt 2,132 2,215 8.7x 75.1%
Pro Forma FY 2018 Adjusted EBITDA 253
Market GAV 2,952
Note: All items reflect the book value outstanding as of 31 Dec 2018 with the exclusion of the SSN Acquisition Facility that is shown in nominal amount
(1) The New Senior Secured Notes share the same collateral package with the 2022 Convertible Bond, and additionally benefit from the upstream guarantees from Pebble Investment GmbH, SSN Group AG, Wilhelmstraße I GmbH and SG Development GmbH; (2) As of 31
Mar 2019, €40m of 2020 Related Party Loans were outstanding at Consus Real Estate AG, of which €39m will be exchanged into the New Senior Secured Notes and residual amount of €0.6m will be funded from cash; (3) Includes €22m of 2020 Related Party Loans and
€22m of other debt at Consus Real Estate AG level as of 31 Dec 2018; (4) Based on Market GAV of the development portfolio as appraised by third party appraiser as of 31 Dec 2018
Consus Real Estate AG 22Guidance overview
Overview of Key Financials Comments
Total amount of projects is 64 with a development
Gross Development Volume timeline until 2026
€9.6bn in total
(GDV)(1) GDV going forward influenced by timings of
acquisitions and disposals
Target 2020 2020 Adjusted EBITDA target increased from €300m
€450m
Adjusted EBITDA to €450m post SSN acquisition
Deleveraging planned following acquisitions
Target Medium-term Net
~ 3x Targeting up to 200bps average interest rate
Debt / Adjusted EBITDA
reduction in the medium term
Target Medium-term SSN projects are in-line with Consus target margins
Adjusted 20%
EBITDA margin Expected tax rate ~30%
(1) On a consolidated basis as of 31 Dec 2018; Includes three development projects of which the acquisition is signed but not yet closed
Consus Real Estate AG 23Titel
IV. Appendix
Consus Real Estate AGStrong operational capabilities and track record
Over €450m forward sales and substantial development milestones achieved in 2018
Sales Development /
City/Project KPIs Pictures Acquisition
Forward sale
Construction Delivery
Status
GDV € 846m
» A well-known institutional investor acquired part of the ‘Cologneo I’ mixed
Cologne, Completion 2021 to 2025 Forward Sold
quartier development for €241m with an additional upside of up to €36m
Cologneo I-III Asset type Mixed for
(+15%), if rents above current market rent will be achieved
Area (sqm) 184,790 €241m
GDV € 92m
Frankfurt, Completion 2020 Condo Sales » Historical residential project in sought after quarter Frankfurt Westend with
Grand Ouest Asset type Residential at c. 77% sales progressing well with c. 77% of condominiums already sold
Area (sqm) 9,108
GDV € 57m
Berlin, Forward Sold » Successful ground breaking for 141 apartments with a size ranging from 35 to
Completion 2020
Ernst-Reuter- for 161 sqm in Charlottenburg
Asset type Residential
Platz c. €60m
Area (sqm) 11,054 » The project has been forward sold to an institutional investor
GDV € 145m
Berlin, Completion Sold Significant gain » Consus sold the plot to a commercial real estate developer with a significant
2020
HAU & X-Berg Asset type Mixed realized gain to focus on its core competencies in residential property development
Area (sqm) 59,591
GDV € 95m » In the city center of Mannheim a new hotel and office building in the up-and-
Forward coming Mannheim business district is currently being developed
Mannheim, Completion 2020 Sold for
No.1 Asset type Commercial up to €95m » The project was forward sold at the end of 2018 to a well-known institutional
Area (sqm) 18,686 purchaser
GDV € 70m » Currently the building plan is expected to be amended by with the local
Frankfurt, Forward
Completion 2021 authorities to increase the constructible area
Campus Kaiserlei Sold for
(BT G,H)
Asset type Residential c. €70m » The entire Kaiserlei Quartier represents a GDV of around €409m with the
Area (sqm) 13,985 largest part of the project being placed with a pension fund at the end of 2017
GDV € 38m
Forward » A well-known institutional investor purchased the Carree Löbtau development
Dresden, Completion 2019 Sold for for €38m with an additional upside of up to 12%, if rents above current market
Carree Löbtau Asset type Residential c. €38m rent will be achieved
Area (sqm) 10,400
Consus Real Estate AG 25Strong operational capabilities and track record
Forward sales: continued progress year-to-date 2019
Forward Sales Development /
City / Project KPIs Pictures Acquisition Construction Delivery
Sale Date Status Forward sale
GDV € 57m
Forward » A well-known institutional purchaser acquired the ‘Ostplatz’ project in Leipzig
Leipzig, Completion 2020
Q1’19 Sold for for €64m with an additional upside of up to €16m (+25%), if rents above current
Ostplatz Asset type Mixed
c. €64m market rent will be achieved
Area (sqm) 16,869
GDV € 68m Forward » Centrally located in Berlin-Charlottenburg, this modern office building with
Berlin, Completion 2020 Sold with around 11,000 m2 of rental office will be certified with the highest sustainability
Q1’19
Franklinstr. Asset type Commercial upside of criteria, “LEED Gold”. This project was forward sold to BNP Paribas REIM in
Area (sqm) 11,268 up to 26% February 2019.
GDV € 884m
» Consus sold the project to a real estate developer with significant EBITDA pre-
Leipzig, Completion Sold Upfront
Q1’19 PPA realised to balance its portfolio across Germany. The purchase price
Project 416 Asset type Mixed sale
reflects the current status of the development.
Area (sqm) 267,941
GDV € 41m
Leipzig, Forward
Completion 2021 » Consus forward sold this development project in fast growing Leipzig to a well-
Q1’19 Dessauer-/ Sold for
Asset type Mixed known institutional purchaser.
Hamburger Str. c. € 40m
Area (sqm) 12,311
GDV € 68m
Dresden,
Completion 2021 » LOI of a forward sale signed in February 2019 for a €68m residential
Q2’19 Palaisplatz LOI signed
Asset type Mixed development in a prime location of Dresden
Neubau
Area (sqm) 14,782
Stuttgart GDV € 50m
» LOI in negotiation for a residential development with 107 city apartments in the
region, Completion 2020
Q2’19 LOI in neg. Stuttgart region for approx. € 50m. Böblingen is home to the largest Mercedes
City-Carré Asset type Mixed
factory globally.
Böblingen Area (sqm) 8,955
Consus Real Estate AG 26Strong operational capabilities and track record
Potential new project acquisitions
Pipeline of new projects continuously being evaluated to replace projects sold and developed
Development /
City / Project KPIs Pictures Acquisition Construction Delivery
Forward sale
GDV € 147m
» Development of a new city quartier in Bergisch Gladbach. Planning comprises
Cologne area, Completion 2023 7 residential complexes, a nursing home and boarding house, assisted living, a
Bergisch Gladbach
Asset type Mixed Kindergarten, a district center and a parking garage with about 110 parking
Wachendorff Quartier
spaces.
Area (sqm) 30,915
GDV € 275m
Stuttgart area, Completion 2024 » Large quartier development in suburb of Stuttgart in the form of a "Zero Energy
Otto-Quartier
Asset type Mixed District“, combining flexible forms of living and work.
Wendlingen
Area (sqm) 73,360
GDV € 82m
Leipzig area, Completion 2023 » Residential quartier development in an old brewery location with close
Erfurt, proximity to one of Germany s most important high-speed train terminal
Braugold Quartier Asset type Residential
Area (sqm) 17,148
Consus Real Estate AG 27Unique and flexible business model
€680m forward sale of “VauVau” shows ability to execute large projects with
minimum development risks
Five individual projects under the brand VauVau forward sold to an institutional purchaser
» Renovation and conversion of office buildings and high-rises into modern residential and commercial complexes
» Located in major cities under the brand VauVau
» The VauVau concept offers smart and efficient usage of space and combines new ways of living and technology (shared office space, integrated services etc.)
» Phasing of the projects: Construction of 4 of the 5 projects initiated and VauVau Dusseldorf construction to start in April 2019
OFFENBACH/FRANKFURT COLOGNE – Stolkgasse LEIPZIG – Pragerstr.
# units 632 # units 202 # units 296
Residential space 31,538 m2 Residential space 10,207 m2 Residential space 16,042 m2
Commercial space 6,207 m2 Commercial space 11,604 m2 Commercial space 4,250 m2
Completion date 2020/2021 Completion date 2020 Completion date 2020
DRESDEN – Annenstr. DUSSELDORF – Mercedesstr.
# units 191 # units 423
Residential space 11,155 m2 Residential space 23,972 m2
Commercial space 3,323 m2 Commercial space 1,094 m2
Completion date 2020/2021 Completion date 2022
The €220m prepayments received from VauVau projects in 2018, on total forward sale contracts of €680m, demonstrate the
strong FCF conversion capacity of the forward sales model
Consus Real Estate AG 28Robust development portfolio
Strong existing development portfolio in top 9 German cities
Strong footprint in Germany’s top economic regions – 64 projects with GDV of € 9.6bn(1)
Hamburg Berlin
GDV in €m: 1,930 GDV in €m: 1,177
Area in k m²: 369 Area in k m²: 198
Avg. Sales Price: 5.231 Hamburg Avg. Sales Price: 5.183
% of total GDV: 20% % of total GDV: 12%
Projects: 6 Projects: 9
Berlin
Dusseldorf/Dortmund Leipzig/Erfurt
GDV in €m: 369 GDV in €m: 1,277
Area in k m²: 65 Dresden Area in k m²: 536
Dusseldorf
Avg. Sales Price: 5.685 Avg. Sales Price: 2.390
Cologne Leipzig
% of total GDV: 4% % of total GDV: 13%
Frankfurt
Projects: 4 Projects: 17
Cologne/Aachen Dresden
GDV in €m: 999 GDV in €m: 416
Area in k m²: 209 Area in k m²: 93
Stuttgart
Avg. Sales Price: 4.772 Avg. Sales Price: 4.496
% of total GDV: 10% % of total GDV: 4%
Munich
Projects: 5 Projects: 6
Frankfurt/Offenbach Munich Stuttgart/Karlsruhe
GDV in €m: 1,238 GDV in €m: 478 GDV in €m: 1,720
Area in k m²: 173 Area in k m²: 67 Area in k m²: 364
Avg. Sales Price: 7.154 Avg. Sales Price: 7.078 Avg. Sales Price: 4.718
% of total GDV: 13% % of total GDV: 5% % of total GDV: 18%
Projects: 7 Projects: 3 Projects: 7
Consus has a flexible portfolio extending until 2026 under the current business plan
(1) ) On a consolidated basis as of 31 Dec 2018; Includes three development projects of which the acquisition is signed but not yet closed; Dortmund is included in Düsseldorf, Erfurt is included in Leipzig; Böblingen, Karlsruhe and
Mannheim are included in Stuttgart, Bayreuth and Passau are included in Munich, Offenbach is included in Frankfurt am Main
Consus Real Estate AG 29Strong operational capabilities and track record
Long term development track record
CARRÉ PARKAUE CARRÉ CHARLOTTE CARRÉ RAIMAR LKG CARRÉ WEISSERITZ GÄRTEN FEUERLANDHÖFE
Berlin, 2011 / 2012 Berlin, 2014 / 2016 Berlin, 2015 Leipzig, 2015 / 2016 Dresden, 2016 / 2017 Berlin, 2018
GDV & Residential Units delivered by CG Gruppe
Cumulative GDV development (€m) (1)
(1)
€1,804m
(1) €1,406m
(1)
€1,100m 967 units
(1) €911m
(1) €701m 840 units
2019YTD
€177m 681 units
762 units 2018
1,738 units 2017
1,920 units 2016
2013–2015
2000–2012
Consus was able to deliver profitable projects throughout the cycle, and is uniquely positioned to further grow at this
positive point in German residential cycle
(1) Cumulative projects sold and under construction / delivered
Consus Real Estate AG 30Solid cash flow generation model and performance visibility
Illustrative cash flow profile towards run-rate
Revenue Profitability visibility Limited maintenance investment Decreasing interest Strong FCF
visibility required expense generation
Inventory release in
ramp-up phase
Revenue Operating Adjusted Capex ∆ in working Interest Taxes Free Cash Flow
costs EBITDA capital expense
I II III IV V VI VII VIII
I II
Run-rate revenue level as total portfolio GDV spread over the Operating ~80% of the forward sale price
Revenue
average life of the projects costs Turnkey agreements with contractors minimize cost overrun risk
III IV
Adjusted No Capex required as land acquisition, development, and
Target 20% margin in the medium-term Capex
EBITDA construction costs run through operating costs and working capital
V VI
Limited working capital consumption at run-rate as development Decreasing over time (targeting up to 200bps average interest rate
portfolio replenishment is funded through existing projects sale reduction in the medium term)
Working Interest
capital Release of working capital in ramp-up phase as increasing expense
Progressive rebalancing of senior/junior split at SPVs through
percentage of projects is forward sold with related pre-payments
corporate level refinancing and deleveraging via cash flows
VII VIII
Free Cash Strong cash generation
Taxes Indicative 30% corporate tax rate
Flow Used also to deleverage SPVs level debt
Strong cash flow generation as the run-rate is achieved
Consus Real Estate AG 31Consolidated FY 2018 financials PF for SSN – Income statement
Income Statement Comments
FY 2018 FY 2018
in k €
Consus Reported Consus PF SSN 1.• Total PF income of EUR 656m reflects strong
Income from letting activities forward sales and construction ramp up in
32,796 29,659
2018
Income from real estate inventory disposed of 163,515 163,515
Income from property development 408,461 443,830
2.• Includes Consus sale of its commercial buy-
Income from service, maintenance and management activities 10,199 18,565
Total income 614,971 1. 655,569 and-hold properties
Change in project related inventory (147,352) (31,464)
Overall performance 467,619 624,104
Expenses from letting activities (16,083) (14,741) 3.• Other operating expenses include significant
Cost of materials (285,600) (367,182) consulting fees which are mainly due to
Valuation result 25,631 25,631 portfolio transactions incl. SSN acquisition,
Net result from the disposal of investment properties transition to IFRS and first time consolidations
- 529
Other operating income 13,241 14,113
2.
Personnel expenses (36,911) (50,995) 4.• Includes derivative income from Consus
Other operating expenses (59,997) (75,989) convertible bond driven by share price
EBITDA 107,901
3. 155,470 development
Depreciation and amortization (2,175) (3,026)
EBIT 105,726 152,444
Financial income 4,620 11,467 5.• Financial expenses relating to both group and
4. project level financing
Financial expenses (121,834) (209,783)
EBT (11,488) 5. (45,872)
Income tax expenses 11,192 21,617 6.• PPA Adjustments reverse all effects resulting
Net income (Earnings after taxes) from continued operations (296) (24,255) from revaluation of inventories and
Net income (Earnings after taxes) from discontinued operations 1,464 - contractual assets & liabilities from any
Consolidated Net income 1,168 (24,255) business combinations
Adjusted EBITDA Bridge
7.• One-offs which are not capitalized and which
FY 2018 FY 2018 have an extraordinary character either in their
in k €
Consus Reported Consus PF SSN nature or in their amount, and covers all
EBITDA 107,901 155,470 Group entities.
PPA Adjustments 82,262 6. 82,262
One-off expenses 13,493 7. 15,458
Adjusted EBITDA(1) 203,656 253,190
(1) EBITDA adjusted for Purchase Price Allocation (“pre-PPA”) and one-off expenses
Consus Real Estate AG 32Consolidated FY 2018 financials PF for SSN – Balance sheet: Assets
Current & Non-current Assets Comments
FY 2018 •1.
in k € Investment properties include yielding
Consus Reported properties within large developments
Investment property 1. 328,027 4.
Property, plant and equipment 8,771
•
2. Contract assets are for projects forward sold,
Goodwill 2. 1,032,480 and reflects revenue recognised minus
Other intangible assets 6,158 prepayments – i.e. net contract assets
Investments accounted for using the equity method 21,590
Receivables from related parties - •3. Work-in-progress is projects not yet forward
sold
Financial assets 10,037
Other assets -
Contract assets 2. 235,011 4. •4. Market GAV of EUR2.95bn is the appraised
market value of the assets on 100% basis
Deferred tax assets - included in investment property, contract
Total non-current assets 1,642,073 assets and work-in-progress
Work-in-progress incl. acquired land and buildings 3. 1,830,487 4.
Trade and other receivables 53,933
Receivables from related parties 62,853
Tax receivables 8,644
Financial assets 38,439
Other assets 15,499
Contract assets 2. 190 4.
Cash and cash equivalents 91,603
Assets held for sale 1,329
Total current assets 2,102,977
Total assets 3,745,050
Consus Real Estate AG 33Consolidated FY 2018 Financials PF for SSN – Balance sheet: Equity and
Liabilities
Equity and liabilities Comments
FY 2018
in k €
Consus Reported 1.• Gross Debt and Net Debt are EUR 2,196m
and EUR 2,104m respectively, with gross
Subscribed capital 134,040
debt of EUR 948m at CG and EUR 755m at
Capital reserves 904,233 SSN
Other reserves (27,363)
Non-controlling interest 151,629 2.• Total equity of EUR 1,163m
Total equity 2. 1,162,539
Financing liabilities 1. 1,049,150 3.• Liabilities to related parties include
EUR 22m of 2020 Related Party loans from
Provisions 1,712 Aggregate
Other liabilities 15,017
Contract liabilities - 4.• Contract liabilities of EUR 45.9m reflect
prepayments received before revenue is
Deferred tax liabilities 114,380 recognised
Total non-current liabilities 1,180,259
Financing liabilities 1. 1,146,374
Provisions 4,735
Trade payables 41,913
Liabilities to related parties 3. 43,196
Tax payables 44,389
Other liabilities 75,771
Contract liabilities 4. 45,872
Total current liabilities 1,402,251
Total liabilities 2,582,510
Total equity & liabilities 3,745,050
Consus Real Estate AG 34Consolidated FY 2018 Cash Flow statement – strong operating cash flow
Cash flow Comments
FY 2018
in k € 1.• Limited depreciation and amortisation
Consus Reported
Profit (loss) before tax (11,488)
Depreciation and amortisation 1. 2,175 2.• Gains on investment property include realized
on existing and disposal of properties
Depreciation and impairment of property, plant and equipment 1,698
Amortisation and impairment of intangible assets 477
3.• Portion of interest is accrued
Valuation gains 2. (28,524)
Valuation gains on financial assets (2,893)
Valuation gains on investment property (25,631) 4.• Significant positive working capital movement
Financial expenses (income) 3. 117,214
Financial income (4,620) 5.• Key driver of positive working capital is
Financial expenses 121,834 increase in funds received from prepayments
in forward sales
IFRS 15 transition adjustments (8,424)
Other non cash adjustments 2,230
6.• Strong operating cashflow
Other working capital adjustments 4. 66,354
Decrease / (increase) in rent and other receivables 21,909
Decrease / (increase) prepayments, accrued income and other assets (18,581) • Positive impact from investing activities
7. reflects nets proceeds from acquisitions and
Decrease/ (increase) in inventories and contractual assets (333,149)
sales
(Decrease) / increase in prepayments 5. 356,326
(Decrease) / increase in trade, other payables and accruals, contractual
39,849
liabilities and other liabilities
Income tax paid (7,525)
Net cash flow from operating activities 6. 132,012
Net cash flow from investing activities 7. 25,195
Net cash flow pre-financing activities 157,207
Consus Real Estate AG 35Company to provide Dec-
Pro Forma Adjusted EBITDA bridge 18 Adjusted EBITDA bridge
components
Overview of Pro Forma Adjusted EBITDA bridge for 31 Dec 2018 (€m)
€m
300
15 253
250 82
200
52 155
150
103
100
50
0
(1) (2) (3)
Consus Pro Forma SSN EBITDA Pro Forma PPA adjustments One-off expenses Pro Forma
EBITDA EBITDA Adjusted EBITDA
(1) Pro Forma for Consus Commercial Properties disposal and transaction adjustments related to the acquisition of SSN. It also includes 1 month of SSN EBITDA due to the date of consolidation being 3 Dec 2018; (2) Refers to 11 months of SSN EBITDA;
(3) PPA is defined as the purchase price allocation, which occurred on the acquisition of CG Gruppe and SSN by Consus. The PPA figure adjusts for the effects resulting from the measurement of inventories and contract assets and liabilities in connection
with past business combinations
Consus Real Estate AG 36Illustrative example of the PPA adjustment mechanism
» According to IFRS 3, an acquirer must record the net assets of the target on its balance sheet at fair value as at the date of the acquisition
» The process is known as purchase price allocation (PPA)
» All future additions to inventory post-acquisition are recorded at cost, with no further value adjustment
» Therefore, Consus accounts for its inventories (both for CG and SSN) at fair value as at the time of their acquisition
» The PPA impact is a one time activity and for all construction post acquisition of CG Gruppe and SSN, there would be no PPA adjustments
» At revenue recognition, the increased value of inventory due to the fair value process (PPA) reduces the reported EBITDA
» In order to provide the underlying profitability, Consus reverses the PPA adjustment to reflect underlying cost excluding the fair value impact, to provide
EBITDA pre-PPA
» This would be the EBITDA recorded if the assets had not been included at fair value and the purchase price allocated
» This adjustment is done only once a forward sale is entered into, ensuring clear allocation of the PPA adjustment and matching the cash flow profile
Illustration: Consus accounting for inventories acquired at CG Gruppe / SSN acquisition
» Margin for CG Gruppe / SSN: 10 + 10 = 20
Key elements of PPA adjustment
» Cash inflow for CG Gruppe / SSN / Consus: 20
» Effective margin for Consus: 20 – 10 = 10
10
120
EBITDA
50 reportable: 10
EBITDA pre-PPA
(adjusted): 20
10
60
50
Development and Developer margin until Fair value / Price paid by Development and Margin on construction cost Sale value
construction cost until Consus acq. Consus construction cost post acq. post acq.
Consus acq.
Consus Real Estate AG 37Illustrative example of forward sale and contract assets
accounting during the life of a project
Percentage of
Event Description Cumulative key accounting items (€m) Accounting entries (€m)
Completion(1)
0 » Consus has €25m of cash and is 25
looking to start a new project with a
Starting 0% GDV of €100m - - - -
point » @ 20% target Adj. EBITDA margin Cash Inventory Contract Cumulative
the total project costs will be €80m assets(3) Adj. EBITDA
1
25 Cash (25)
» Consus uses €25m to buy new land - -
0% -
and sustain planning costs Inventory +25
New land Cash Inventory Contract Cumulative
is bought 2 assets(3) Adj. EBITDA
Cash +30
» Consus signs a forward sale 30 Inventory (25)
agreement 6 Gross Contract assets +31
- 1 Net change
31% Advance payments +30 €1m
Forward sale » Consus receives 30% of advance
Cash Inventory Contract Cumulative Revenues(2) +31
agreement is payment (€30m) Adj. EBITDA
assets(3) Adj. EBITDA Costs (25)
signed €6m
3
Cash +3
» Consus incurs additional €27m of
33 Gross Contract assets +34
construction costs 13 Net change
65% - 5 €4m
Advance payments +30
» Consus receives an additional 30% of
Construction Cash Inventory Contract Cumulative Revenues(2) +34
pre-payments (€30m) Adj. EBITDA
continues assets(3) Adj. EBITDA (27)
Costs €7m
4
45 All cash Adj. EBITDA
Cash +12
» Until delivery, Consus incurs all the
remaining €28m of construction costs 20 Gross Contract assets +35 Net change
- - Advance payments +40 €(5)m
Project is 100% » Consus receives all the outstanding Revenues(2) +35
delivered payments (€40m) post delivery and Cash Inventory Contract Cumulative Adj. EBITDA
letting assets(3) Adj. EBITDA Costs (28) €7m
Note: Assumes cash purchase and no tax impact for illustrative purposes
(1) The percentage of completion is computed based on the amount of cost incurred up to a certain step (e.g. in step 2 the PoC is computed as 25/80m); (2) Revenues are recorded on a Percentage of Completion basis (e.g. in step 2, the projects’ PoC is 31% so the
revenues are 31% * €100m; (3) Contract assets are always shown net of advance payments on Consus’ balance sheet according to IFRS15
Consus Real Estate AG 38Financing strategy
Proven deleveraging capacity
Gross debt evolution in 2018 (€m)
Consus SSN Acquisition Facility SSN
2.500
2.000
755
1.588
1.520
1.500
1.283
1.269
250
1.000
1,213(1)
500
0
Dec-17 Mar-18 Jun-18 Sep-18 Dec-18
Forward sale model allows for strong deleveraging targeting 3.0x Net Debt / Adjusted EBITDA in the medium term
Note: Gross debt shown on a book value basis; (1) Includes €22m of 2020 Related Party loans from Aggregate as of 31 Dec 2018
Consus Real Estate AG 39Pro forma structure chart
Legend
Shareholder
Other
Operating SPVs Aggregate
shareholders
Debt facility ~57% ~43%
Consus
ownership
Market GAV(3) Senior Secured Notes: €400m
€2,95bn Consus Real Estate AG 2022 Convertible: €194m(1)
Other debt: €55m(2)
Restricted Group
75.0%(4) 93.4%(6)
Gröner(5) CG Gruppe SSN Group
SPVs
` SPVs
52 projects 12 projects
CG Development and SSN Development and
Construction Debt: €948m Construction Debt: €725m
Note: Note: On a consolidated basis as of 31 Dec 2018
(1) The 2022 Convertible Bond shares the same collateral package as the New Senior Secured Notes, while it does not benefit from the upstream guarantees from Pebble Investment GmbH, SSN Group AG, Wilhelmstraße I GmbH and SG Development GmbH; (2)
Includes €33m of debt at Pebble Investment GmbH level (100% owned by Consus) and €22m of other debt; (3) Market GAV of the development portfolio as appraised by third party appraiser as of 31 Dec 2018; (4) On a fully diluted basis and following completion of the
acquisition of shares in CG Gruppe; (5) Gröner refers to Gröner GbR, Gröner Unternehmensgruppe GmbH and Gröner Unternehmensbeteiligungen GmbH (6) Consus owns 93.4% of SSN Group. SSN holds 51.0% of the shares in SG Development GmbH, which holds
nine out of twelve development projects. As part of the acquisition of SSN, Consus also acquired additional 38.9% of the shares in SG Development GmbH, resulting in Consus direct and indirect ownership of 86.5%
Consus Real Estate AG 40Stock Info & Performance
Consus Share Stock Chart(1)
ISIN DE000A2DA414 Volume Price (€)
WKN A2DA41 € Vol. k
10,00 400
Number of
134,526,580 350
Shares
9,00
300
Market Deutsche Börse Scale 250
Segment m:access 8,00
200
Stock 7,00 150
Xetra, München, Frankfurt
Exchanges
100
6,00
Indices E&G-DIMAX 50
5,00 0
Okt 2018 Nov 2018 Dez 2018 Jan 2019 Feb 2019 Mrz 2019 Apr 2019
Market cap.(2) € 982m
Baader Bank: €12.5 BUY
SRC: €13.0 BUY
Deutsche Bank: €12.0
Analysts
HOLD
UBS: €9.0 HOLD
Hauck & A.: €8.8 HOLD
(1) Source: Bloomberg, Factset (2) As of 26 April 2019
Consus Real Estate AG 41Glossary
Glossary
Acronym Definition
Adjusted EBITDA EBITDA adjusted for Purchase Price Allocation (PPA) and one-off costs
Building Information Modelling software for integrated, model-based operations in construction that extends the classic range of
BIM
tasks to visual, model-based procedures
CG CG Gruppe
Gross Asset Value, representing the market value of gross assets of the development portfolio as of 31 December, 2018
GAV
estimated by an independent third party
GDV Gross Development Value, representing the expected future revenue to be generated by a specific project
LOI Letter of Intent
PPA adjustments Purchase Price Allocation adjustments
SPV Special Purpose Vehicle, referring to the entities owning the development projects and controlled by Consus
SSN SSN Group
Consus Real Estate AG 42Titel
Disclaimer
THIS PRESENTATION AND ITS CONTENTS 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 Consus Real Estate AG (“Consus”) 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 Consus. Nothing in this Presentation is, or should be relied upon as, a promise or representation as to the future.
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 Consus, 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 Consus, 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 for the purposes of the Prospectus Directive (as defined below). Any offer of securities of Consus will be made by means of a
prospectus or offering memorandum that will contain detailed information about Consus and its management as well as risk factors and financial statements. Any person considering the purchase of any securities of Consus
must inform itself independently based solely on such prospectus or offering memorandum (including any supplement thereto). This Presentation is being made available to you solely for your information and background and is
not to be used as a basis for an investment decision in securities of Consus.
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 Consus operates,
costs of compliance with applicable laws, regulations and standards, diverse political, legal, economic and other conditions affecting Consus’ markets, and other factors beyond the control of Consus). Neither Consus 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.
This document contains certain financial measures (including forward-looking measures) that are not calculated in accordance with IFRS and are therefore considered "non-IFRS financial measures". Such non-IFRS financial
measures used by the Consus are presented to enhance an understanding of the Consus's results of operations, financial position or cash flows calculated in accordance with IFRS, but not to replace such financial information.
A number of these non-IFRS financial measures are also commonly used by securities analysts, credit rating agencies and investors to evaluate and compare the periodic and future operating performance and value of other
companies with which the Consus competes. These non-IFRS financial measures should not be considered in isolation as a measure of the Consus’s profitability or liquidity, and should be considered in addition to, rather than
as a substitute for, net income and the other income or cash flow data prepared in accordance with IFRS. In particular, there are material limitations associated with the use of non-IFRS financial measures, including the
limitations inherent in determination of each of the relevant adjustments. The non-IFRS financial measures used by the Consus may differ from, and not be comparable to, similarly-titled measures used by other companies.
Certain numerical data, financial information and market data (including percentages) in this Presentation have been rounded according to established commercial standards. Furthermore, in tables and charts, these rounded
figures may not add up exactly to the totals contained in the respective tables and charts.
Accordingly, neither Consus 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 Consus 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 this information or its contents or otherwise arising in connection there-with. It should be noted that
certain financial information relating to Consus 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 Consus’ business and does not purport to include all aspects and details regarding Consus. 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 Consus 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. Any failure to comply with these restrictions may constitute a violation of applicable securities laws. This Presentation does not constitute
investment, legal, accounting, regulatory, taxation or other advice.
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