Share Capital Increase presentation | June 2021 - PREMIA ...
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Share Capital Increase presentation | June 2021
The offer - Share Capital Increase up to €75m value @ 1.44 €/share
A Share Capital Increase* in order to execute on current pipeline and grow PREMIA
1. Contribution in kind
€ 27.5mn Total contribution value # 6 companies # 7 properties € 23.6mn Contribution value
# 2 bond loans issued by PREMIA € 3.9mn Contribution value
2. Cash
up to €47.5mn Total cash up to € 44.5mn for new € 3mn for working capital
investments, following deduction
of SCI expenses
* For more information on the Share Capiltal Increase, please refer to Appendix June 2021 2
A PREMIA investment story
Experienced management
Strong shareholder base team & solid corporate
governance
High quality portfolio:
• Logistics
Clear investment strategy
• Big-boxes
• Social real estate
June 2021 3
Strong shareholder base
Shareholding structure Successful sponsor with proven ability to create shareholder value
Sterner Stenhus GR
5.8%
19.5% Elias Georgiadis Tomas Georgiadis
Nequiter
• 70% of Sterner Stenhus Holding • 30% of Sterner Stenhus Holding
56.9% • President and CEO • Vice President and CFO
NOE 17.7% • Run his own operations for 23 • Involved in Finance and Portfolio
years in the real estate industry Management
Free Float (
Highly skilled team with strong track record
Konstantinos Markazos Kalliopi Kalogera Nikolaos Baziotis Konstantinos Pechlivanidis * Georgios Bakos **
CEO Chief Legal Counsel CFO / CIO Chief Property Investment Asset Management Director
Officer
Professional Experience: Professional Experience: Professional Experience: Professional Experience: Professional Experience:
• Greek and multinational • Member of the Athens Bar • More than 19 years of • More than 31 years as an advisor • More than 30 years of work
companies Association experience in banking and and principal in the real estate experience in positions of high
• Published several articles with • Specialized in the whole range of investments, having served in markets of Greece and Southeast administrative responsibility.
financial and tax content / Commercial and Civil Law, with positions of responsibility in Europe, having held positions of
Member of the working group further specialization in Tax Law large banking and corporate responsibility in various leading Selected Other Professional
that created the law on Greek groups during his career Greek and international Experience:
Accounting Standards Selected Other Professional organizations. • Director, Management Consultant
Experience: Selected Other Professional of KPMG, General Commercial
Selected Other Professional • Tax Advisor, Ernst & Young, Experience: Selected Other Professional Director of Plural Telecom A.E,
Experience: Greece. Lawyer at the law firm, • CIO Intracom Holdings, BoD Experience: Business Unit and Development
• Cost specialist at Pharmaserve – Chara Kanellopoulou – Zerva & Member Intrasoft International, • Member of the Athens Manager of Sfakianakis Group,
Lilly SA. Assistant Financial Associates Head of Corporate Banking International Airport Real Estate General Manager of Toyota,
Manager at CHIPITA. CFO at Division / Head of Corporate team, Investment Director of the Commercial Director, Eurodollar,
Wyeth SA, Financial Director of Executive member of the BoD Finance Division, Alpha Bank Secure Management private General Manager of Zeritis Group.
SATO Group of Companies SA. equity fund, Head of the real
Financial Director of PASAL estate & hospitality practices of
Arthur Andersen, PwC, and EY in
Executive member of the BoD Greece.
* will be joining PREMIA on 1 August 2021 ** will be joining PREMIA on 1 July 2021 June 2021 5
Active & very experienced Board
Elias Georgiadis Frank Rossen Vasileios Andrikopoulos Panagiotis Vroustouris Rebecca Pitsika Dimitrios Tsiklos
President Vice President - Non-Exec. Independent Non-Exec. Member Independent Non-Exec. Member Independent Non-Exec. Member Non-Exec. Member
Member
Professional Experience: Professional Experience: Professional Experience: Professional Experience: Professional Experience: Professional Experience:
• Running his own business in the • More than 30 years of experience • Group Deputy CEO at • President & CEO of MPI HELLAS • Running her own business in the • Extensive experience in the field
construction and real estate in the European real estate Karamolegos Bakery S.A. S.A. in Greece. Also is the author human resources sector as Chief of constructions. For fifteen years,
sector as CEO for 23 years market, having served in positions • More than 25 years of experience of several books in the field of Executive Officer, since 2007, with he had overseen the
• President and CEO of the Sterner of high and individual in top executive positions in accounting. several distinctions and awards. implementation and building
Stenhus AB Group, in Sweden responsibility with leading firms. Multinational and Greek • Served as a regular Auditor and • 25 years of experience in the process of various projects,
• Member of the BoD of the listed • Was formerly the CIO / CFO of businesses in Greece and abroad. advisor on IFRS matters in several sector of human resources in including heavy industry, in
company Amasten Fastigheter AB, WCM AG Germany, CEO of GE • Special Advisor to the Prime public, privately owned and listed Greek and International Greece and abroad as the
Sweden, Member of the BoD of Capital Real Estate Germany and Minister of the Hellenic Republic companies. Companies. Founding Member of Technical Manager of NOE Metal
the Swedish bank, Central & Eastern Europe, CFO of for Growth and Entrepreneurial • Member of the Accounting the Greek Chapter of Constructions S.A.
Handelsbanken. GE Capital Real Estate Asia Pasific, matters. Regulatory Committee (ARC) in Entrepreneurs Organization. • Owner and CEO of ENGINEERIA
CFO of GE Capital Real Estate • Managing Director at Green Cola the European Union, of the • Included in the FORTUNE list for S.A., a company which specialises
Nordic and BoD member of Hellas. Managing Director at Accounting Standardization Board the 30 Most Powerful Women in in the construction and
Ronson Development, Poland. NOVAL Property, part of the (SLOT), of the Supervisory Board Business for Greece, 2017, 2019 maintenance of logistics buildings
• Chief Executive Officer of Capital VIOHALCO Group. Deputy CEO at of SOEL, of the Economic and 2021. mainly.
Markets and BoD member of Olympic Brewery S.A., part of the Chamber of Greece, of the • Head of Training and • President of ENGINEERIA S.A.,
Aroundtown SA, Luxembourg. Carlsberg Group. Chief Financial Insolvency Management Development, Laiki Bank, Payroll, Member of the Board of Directors
Chairman of TLG Immobilien, Officer for Western Europe Committee (Ministry of Justice), Training and Recruitment Officer, of NOE Metal Constructions S.A.,
Germany and BoD member of the Markets at DIAGEO Plc. several legislative committees in Ericsson Hellas, Training Member of the Board of Directors
listed company Bonava AB, relation to accounting, audit and Administrator, Metro S.M. of Vouliagmeni Nautical Club.
Sweden. tax matters.
June 2021 6
Strategy & Vision - € 1.0bn GAV in 5 years
Property portfolio Growth strategy Environmental & Social responsibility
• Balanced, high-quality and well-diversified portfolio • Pursue off-market superior yield investment • Active property management & systematic facilities
opportunities management creating trust and establishing long-
• Investment focus on logistics, big-boxes & social term relationships with the tenants
real estate sectors • Explore further strategic alliances through
contributions-in-kind • Engagement with and support to local communities
• Focus on income producing assets (Core / Core in the areas of presence
plus) targeting >7% gross yield • Expand the investor base, tapping regularly the
capital markets • Close cooperation with the tenants to streamline
• Creditworthy tenants and long contract periods that continuously the energy use in the properties
generate stable cash flows • Actively manage the capital structure exploring all improving efficiency and cost-savings, as well as
available funding options the environmental footprint
• Explore opportunities from the EU.NG Recovery &
Resilience Fund, aiming to augment the resilience
of our properties
June 2021 7
Financial targets
Overall goal is to generate long-term attractive & sustainable returns
> 12% < 60% > 3 years > 5 years
Return on Equity* Loan-to-Value* Debt maturity* WALT*
After 2 years, PREMIA is targeting a dividend distribution of 50% of FFO
* Average long-term financial targets June 2021 8
PREMIA today – at a glance
A fast-growing and dynamic real estate company
€ 114.4mn Total asset base* # 5 Income producing assets* €63.0mn GAV *
€ 38.2mn NAV (31.12.20) # 4 Assets for future development €11.0mn GAV *
€ 61.0mn Market Capitalization (as of 1.6.21) # 10 Schools (Public Private Partnership) €40.4mn Partnership Right (31.12.20)
* as of 31.12.20 and including assets acquired post 31.12.2020 June 2021 9
PREMIA today – Resilient income-producing assets & assets for future development …
Properties by GAV Properties by Revenue # of Properties per sector
Logistics 7% 13%
8% 2
4%
Big box
4
€74mn €4.8mn 9 assets
Industrial
Land plots 2
82%
87% 1
# 5 Income producing Assets* €63mn GAV* €4.8mn Rental Income* (100% OCC) 100% Occupancy*
5.3 yrs WALT*** 7.7% Gross yield** 104.7k sqm GLA**
#4 Assets for future development €11mn GAV*
* as of 31.12.20 including assets acquired post 31.12.2020. ** for income producing assets alone
Appraisal for 1 income producing property as of 1.3.2021 *** as of 30.6.2021 June 2021 10PREMIA today – … coupled with a Public Private Partnership in social real estate
10 state-of-the-art schools a Public Private Partnership Agreement (PPP) with KTYP
Key information
• Partnership Agreement Validity: Until 2041
10 Assets 20 yrs Partnership Right 35,9k sqm GBA
• Scope: Development of 10 School Units –
completed in 2017
€40.4mn Partnership Right (31.12.20) €8.1mn Total Equity (31.12.20)
• Remuneration: Availability Payments -
Following the completion of the project, the
State makes availability payments (funded
with priority through the Public Investment €33.4mn Debt * (31.12.20) €134.8 Availability payments (2021 until end of PPP)
Programme), the amount of which is linked
to the level of services provided, based on
predetermined KPIs
€29.5 Total distributions to shareholder (2021 until end of PPP)
* Including debt with associated parties June 2021 11Share Capital Increase - 7 fully-let, high-yielding properties to be contributed
Properties by GAV Properties by Revenue # of Properties per sector
13% 16%
2
Logistics
Big box €54.6mn €4.5mn 7 assets
5
87% 84%
# 7 Assets* €54.6mn GAV* €4.5mn Rental Income 8.2% Gross yield
100% Occupancy 5.8 yrs WALT** 76.8k sqm GLA
* Appraisal for 6 properties as of 31.12.20 & for1 property as of 15.4.21 ** as of 30.6.2021 June 2021 12PREMIA tomorrow - Following the Share Capital Increase, PREMIA shall have a c.
€169m asset base and up to €44.5m cash to fund its growth
Total Assets post Share Capital Increase Property Portfolio post contributions
Properties by GAV Properties by Revenue
Up to € 44.5mn 4% 4% 9%
8%
€74.0mn Logistics
Big box
Up to €128.6mn €9.3mn
€213.5mn Industrial
Land plots
€54.6mn
84%
91%
€40.4mn
Existing assets PPP (schools) Properties to be contributed Cash
# 16 Assets €128.6mn GAV €9.3mn Rental Income*
7.9% Gross yield* 100% Occupancy* 5.6 yrs WALT**
181.5k sqm GLA
* based on income producing assets alone ** as of 30.6.21 June 2021 13Appendix
June 2021 14Appendix - The new combined Share Capital Increase announced
Share Capital Increase - Basic Info* Share Capital Increase - Components
SCI total value (assets & proceeds) up to € 75 mn Contribution in kind
New shares 19.1 mn
New Shares up to 52.1 mn
1 Assets to be contributed
Issue price 1.44 €
Contributor Asset Contribution Value (€ mn)
100% of Adam-Ten SA € 6.8 mn
100% of Messiniaka Akinita SA € 2.0 mn
100% of Stenhus Aspropirgos Dio Peuka SA € 7.5 mn
Sterner Stenhus Greece AB 100% of Thesmia SA € 2.9 mn
100% of Stenhus Aspropirgos Rikia SA € 1.9 mn
Bond loan 1 € 1.3 mn
Bond loan 2 € 2.6 mn
Elias Tsiklos Holdings LTD 71,04% of Ependitiki Aspropirgou 1 SA € 2.5 mn
Total Contribution Value € 27.5 mn
2 Cash
New shares Up to 33.0 mn
Offer type Public Offer and/or Private Placement
Proceeds up to € 47.5 mn
* corporate approvals: EGM as at 19.05.2021 & BoD as at 03.06.2021
June 2021 15Appendix – Income producing properties in the existing portfolio
Municipality of Aspropyrgos, Municipality of Elefsina, Municipality of Aspropyrgos, Municipality of Aspropyrgos,
Municipality of Paiania
“Kyrillos” “NNR Athens – Korinth” “Imeros Topos” “Psari”
Logistics Centre Logistics Centre Logistics Centre Logistics Centre Big-box
Plot area: 129,600 sqm Plot area: 56,202 sqm Plot area: 23,000 sqm Plot area: 11,096 sqm Plot area: 4.558 sqm
GAV*
▪ GLA: 53,781sqm (5 buildings) ▪ GLA: 35,237sqm ▪ GLA: 9,443 sqm ▪ GLA: 4,795sqm ▪ GLA: 1,487sqm
▪ Appraisal: €29.5 mn ▪ Appraisal: €20.9 mn ▪ Appraisal: € 5.4 mn ▪ Appraisal: €4.6 mn ▪ Appraisal: €2.7 mn
Tenants
* Appraisals as of 31.12.20 except for property in Paiania (big-box) which is as of 1.3.2021 June 2021 16Appendix – Development properties in the existing portfolio
Industrial Properties Land Plots
Municipality of Athens, Eleonas Municipality of Oreokastro,
Municipality of Chalkida Municipality of Lavrio
area Thessaloniki
Industrial use Industrial use Total surface: 81,362 sqm Total surface: 33,124 sqm
Plot area: 10,798 sqm / GBA: Plot area: 39,608 sqm / GBA: On the ring road that connects
10,857 sqm 29,661 sqm Public road Chalkida – Nea
Keratea – Lavrio Avenue with
Lampsakou
Lavrio port
166 Orfeos Street, in Votanikos
Egnatia Odos
(Eleonas area)
GAV*
Appraisal: €4.0 mn Appraisal: €1.6 mn Appraisal: €1.6 mn Appraisal: €3.7 mn
* Appraisals as of 31.12.20 June 2021 17Appendix – New properties to be added through the Share Capital Increase
ADAM-TEN SA MESSINIAKA AKINITA SA STENHUS ASPROPIRGOS DYO THESMIA SA STENHUS ASPROPYRGOS EPENDYTIKI ASPROPIRGOU 1
PEUKA SA RIKIA SA SA
Municipality of Municipality of Municipality of Municipality of
Thessaloniki 1stkm Municipality of Municipality of Aspropyrgos, Mandra, Aspropyrgos, Municipality of
Syndou-Halastras Kalamata Katerini “Dyo Peuka” “Xiropygado/Kapsala” “Rykia” Elefsina,“Stryfi”
Logistics Centre Big-box Big-box Logistics Centre Logistics Centre Logistics Centre Logistics Centre
Plot area: Plot area: Plot area: Plot area: Plot area: Plot area: Plot area:
51,396 sqm 21,006 sqm 3,700 sqm 49,134 sqm 36,684 sqm 15,624 sqm 25,760 sqm
GAV*
▪ GLA: 25,725 sqm ▪ GLA: 4,462 sqm ▪ GLA: 1,485 sqm ▪ GLA: 11,982 sqm ▪ GLA: 15,664 sqm ▪ GLA: 7,298 sqm ▪ GLA: 10,199 sqm
▪ Appraisal: €14.8 mn ▪ Appraisal: €4.9mn ▪ Appraisal: €2.3mn ▪ Appraisal: €15.2mn ▪ Appraisal: €6.4mn ▪ Appraisal: €4.3mn ▪ Appraisal: €6.7mn
Tenants
* Appraisals as of 31.12.20 except for property of Ependytiki Aspropyrgou which is as of 15.4.2021 June 2021 18Disclaimer
Important Notice and Disclaimer of Liability
THIS DOCUMENT MAY ONLY BE USED IN CONJUNCTION WITH AND SUBJECT TO THE TERMS OF THIS NOTICE
THIS PRESENTATION DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER FOR SALE OR SOLICITATION OF ANY OFFER TO BUY ANY SECURITIES NOR SHALL IT OR ANY PART OF IT FORM THE BASIS OF OR BE RELIED ON IN CONNECTION WITH ANY CONTRACT OR COMMITMENT
TO PURCHASE SECURITIES.
The information included in this presentation is provided for information purposes following the decision of the Board of Directors of the Company, dated 3.06.2021, with regard to the combined share capital increase with a value of up to €75m with contribution of assets &
cash (the “Combined Share Capital Increase”). Any investment decision in shares placed through a public offering in the context of the Combined Share Capital Increase should be made following review of the prospectus under Regulation (EU) 2017/1129, that will be drawn up
and published by the Company (including the Company’s website www.premia.gr ) once approved by the HCMC.
By viewing or receiving this presentation, you are agreeing to be bound by the following limitations:
The information contained in this presentation has been prepared by Premia Properties Societe Anonyme (the “Company”) and has not been independently verified and will not be updated. No representation, warranty or undertaking, express or implied, is made as to, and no
reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or opinions contained herein and nothing in this Presentation is, or shall be relied upon as, a promise or representation. None of the Company nor any of its affiliates, nor their
respective employees, officers, directors, advisers, representatives or agents shall have any liability whatsoever (in negligence or otherwise, whether direct or indirect, in contract, tort or otherwise) for any loss howsoever arising from any use of this presentation or its
contents or otherwise arising in connection with this presentation. The information and opinions in this presentation are provided as at the date hereof and are subject to change without notice. It is not the intention to provide, and you may not rely on this presentation as
providing, a complete or comprehensive analysis of the Company’s financial or trading position or prospects. This presentation does not constitute investment, legal, accounting, regulatory, taxation or other advice and does not take into account your investment objectives or
legal, accounting, regulatory, taxation or financial situation or particular needs. You are solely responsible for forming your own opinions and conclusions on such matters and for making your own independent assessment of the Company. You are solely responsible for seeking
independent professional advice in relation to your investments the Company. No responsibility or liability is accepted by any person for any of the information or for any action taken by you or any of your officers, employees, agents or associates on the basis of such
information. This presentation contains financial information regarding the businesses and assets of the Company. Such financial information may not have been audited, reviewed or verified by any independent accounting firm. The inclusion of such financial information in
this presentation or any related presentation should not be regarded as a representation or, warranty, or undertaking by the Company, its affiliates, advisors or representatives or any other person as to the accuracy, or completeness or correctness of such information’s
portrayal of the financial condition or results of operations of the Company and should not be relied upon when making an investment decision. This presentation includes certain non-IFRS financial measures and other metrics which have not been subject to financial audit.
Certain information in this presentation is based solely on management accounts and estimates of the Company. The Company’s consolidated financial results may differ from its management accounts and estimates. The foregoing information has not been audited or
reviewed by the Company’s independent auditors and should not be regarded as an indication, forecast or representation by the Company or any other person regarding the Company’s performance. Certain financial and statistical information in this presentation has been
subject to rounding off adjustments. Accordingly, the sum of certain data may not conform to the expressed total. The Company uses several key operating measures, including NAV, EBITDA, GAV, NAV per Share, to track the performance of the Company’s portfolio and
business. None of these items are a measure of financial performance under generally accepted accounting principles, including IFRS, nor have these measures been reviewed by an external auditor, consultant or expert. These measures are derived from management
information systems. As these terms are defined by our management and are not determined in accordance with generally accepted accounting principles, thus being susceptible to varying calculation, the measures presented herein may not be comparable to other similarly
titled measures used by others. Such information is given only as of this date and the Company is under no obligation to provide any update. Certain statements in this presentation are forward-looking. Such information is given only as of this date and the Company is under
no obligation to provide any update. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions which could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These
include, among other factors, changing economic, business or other market conditions, changing political conditions and the prospects for growth anticipated by the Company’s management, the inherent investment risks in the commercial real estate in which the Company
invests, fluctuations in economic and real estate market conditions affecting our income and the exposure to risks associated with borrowings as a result of our leverage. These and other factors could adversely affect the outcome and financial effects of the plans and events
described herein. Forward-looking statements contained in this presentation regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. These forward-looking statements are subject to uncertainties and
contingencies, some of which are beyond our control, and no assurance can be given that we will be able to reach our targets or that our financial condition or results of operations will not be materially different from such information. In addition, even if our results of
operations, including our financial condition and liquidity and the development of the industry in which we operate, are consistent with the forward-looking statements contained in this presentation, those results or developments may not be indicative of results or
developments in subsequent periods. The Company does not undertake 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 only as of the date of this presentation. The market and industry data and forecasts included in this presentation were obtained from internal surveys, estimates, experts and studies, where appropriate as well as external market research, publicly
available information and industry publications. The Company, its affiliates, directors, officers, advisors and employees have not independently verified the accuracy of any such market and industry data and forecasts and make no representations or, warranties or
undertakings in relation thereto. Such data and forecasts are included herein for information purposes only. Accordingly, undue reliance should not be placed on any of the industry or market data contained in this presentation.
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