Cpi Fim S.a. · GPW:OPG
Cpi Fim — Orco Property Group — Shareholder Meeting (June 2012)
52 slides from Cpi Fim's shareholder meeting presentation, Jun 28, 2012
Slide 1: Annual General Meeting
June 2012 Annual General Meeting 28 June 2012
Slide 2: Agenda points of the Annual General Meeting
Agenda points of the Annual General Meeting 1. Presentation of the reports of the board of directors and of the approved auditors (réviseurs d’entreprises agréé) of the Company for the financial year ended 31 December 2011 2. Presentation and approval of the statutory annual accounts for the financi
Slide 3: Management report of the Board
Management report of the Board by Jean François Ott, CEO of the Group Key transactions 2011 & 2012 Operations Restructuration Presentation of new members of the Board Auditors report, Deloitte Financial review by Nicolas Tommasini, CFO of the Group Strategy by Jean François Ott, CEO of the Group Cor
Slide 4: Key transactions 2011 & 2012
Key transactions 2011 & 2012 Leipziger Platz Date of transfer: Q1 2011 Sales price: EUR 96 Million + EUR 30 Million after finalization of the project Sale price 35% above DTZ valuation as of December 2009 Historic of DTZ value - EUR Million Assets DEC 2009 DEC 2010 DEC 2011 Leipziger 84.3 113.5 NA I
Slide 5: Operations - Project progresses
Operations - Project progresses Prague, Bubny Prague, Bubny • Sale of a plot of 3.7 ha to a joint venture between • May 2012 , Initiation of Master Plan Change voted ORCO and Unibail-Rodamco unanimously by Prague City Council • Skanska – North East Corner Warsaw, Zlota 44 Prague, Praga • 100% financ
Slide 6: Operations - occupancy rate of Property Investments
Operations - occupancy rate of Property Investments Occupancy rate evolution (%) Occupancy rate by country (%) Strong lease up potential Orco achieved an increase of occupancy rate from 74.6% in December 2010 up to 78% as of March 2012 Prague: significant improvement of occupancy rate • Na Porici :
Slide 7: Operations - average rent of Property investments
Operations - average rent of Property investments Under-rented Property Investments portfolio Average rent evolution (EUR/SQM) Average rent by county (EUR/SQM) Potential increase in avergae rent ORCO recorded a slight increase of average rent from 5.20 EUR/SQM in December 2010 up to 5.33 EUR/SQM as
Slide 8: Operations - hospitality
Operations - hospitality Number of Number of ADR 2011 Revenues GOP CEE Hotels Assets rooms Occupancy % In EUR EUR Million EUR Million Czech Republic 5 482 61% 79.2 12.6 4.6 Poland 3 220 54% 91.3 6.6 2.3 Hungary 3 160 72,5% 70,9 2.9 1.5 Russia 1 84 74% 222.7 7.1 3.6 Slovakia 1 32 71% 66.0 0.6 0.2 Tot
Slide 9: Restructuration - Debt to equity swap - Description
Restructuration - Debt to equity swap - Description OPG OG EUR 548,5 million of bond liability + EUR 19 Million* EUR 129.1 Million of bond liability 89.9% Equitized 10.1% kept in debt 84.5% Equitized 15.5% kept in debt Totality of Conversion into new Near totality of Other maximum Conversion into ne
Slide 10: Restructuration - Balance Sheet impact
Restructuration - Balance Sheet impact After Equitization : New Notes + Existing Plan EUR Millions 40 NAV of OPG grows by 64% 24 23 23 NAV Per Share falls from 22.4 EUR to 5.8 EUR 5 5 7 1 2 LTV of OPG falls from 70% 2012 2013 2014 2015 2016 2017 2018 2019 2020 down to 57% New notes - all debt holder
Slide 11: Restructuration – Step up plan
Restructuration – Step up plan Mid to late July • CSSF approval of Registration Document • CSSF approval of Securities Notes for 18m shares • 18m shares become tradable Early August • 65m shares are issued and tradable • Exchange offer for New Notes begins Early September • New Notes are issued Late
Slide 12: Restructuration - Shareholding structure of OPG
Restructuration - Shareholding structure of OPG After Equitization : Shareholder structure after Equitization 108 Million of shares Circa 60% shares will be held by Ex-OPG Bondholders OG bondholders 24% Circa 25% shares will be held by Ex-OG Treasury shares 1% bondholders Bondholders OPG Institution
Slide 13: Presentation of new members of the Board
Presentation of new members of the Board The board of directors is pleased to welcome two new board members : David Ummels of Astin Capital Management Ltd. Mr. Ummels is co-founder and managing director of Astin Capital Management Ltd since 2002. Previously Mr. Ummels worked at Dresdner Kleinwort Be
Slide 14: Auditors report, Deloitte
Management report of the Board by Jean François Ott, CEO of the Group Auditors report, Deloitte Financial review by Nicolas Tommasini, CFO of the Group Strategy by Jean François Ott, CEO of the Group Corporate Governance by Brad Taylor, Director of Corporate Affairs Questions & Answers Vote
Slide 15: Auditors report, Deloitte
Auditors report, Deloitte Audit reports on the consolidated and on the standalone financial statements of Orco Property Group S. A for the year ended December 31,2011 Audit reports on the standalone financial statements of Audit reports on the consolidated financial statements Orco Property Group S.
Slide 16: Auditors report, Deloitte - Emphasis of Matter
Auditors report, Deloitte - Emphasis of Matter Going concern of the Company As at December 31, 2011, the Company still has substantial outstanding debt service obligations and capital requirements. A number of risks remain : Bonds restructuring of OPG and OG Remains subject to the completion of the
Slide 17: Financial review
Management report of the Board by Jean François Ott, CEO of the Group Auditors report, Deloitte Financial review by Nicolas Tommasini, CFO of the Group A. Consolidated accounts • Portfolio value • Financial liabilities • Net Asset Value • Income statement • Adjusted EBITDA • Interest expenses • Q1 f
Slide 18: Consolidated accounts – Portfolio value
Consolidated accounts – Portfolio value Total Portfolio - Data in EUR Million 2 000 1 800 1 744 39 32 46 1 600 248 65 1 600 1 400 1 200 Asset Development 1 000 Management 34% 66% 800 600 400 200 - GAV Sales Capex New financial assets Forex Impact Change of Value GAV Dec 2010 Dec 2011 Gross Asset Val
Slide 19: Consolidated accounts – Financial liabilities
Consolidated accounts – Financial liabilities in EUR Million Less than one year 1 to 2 years 2 to 5 years More than 5 years Total As at 31 December 2011 756.6 71.3 217.1 114.2 1,159.3 As at 31 December 2010 474.0 483.8 173.7 105.2 1,236.7 The EUR 1.2 Billion borrowings as of December 2011 comprise:
Slide 20: Financial liabilities - Loan to value
Consolidated accounts – Financial liabilities - Loan to value December December In EUR Thousand 2011 2010 As at December 2011, the LTV ratio before Non current liabilities bonds decreases from 53.8% to 52.1% as a Financial debts 239 225 526 991 result of : Current liabilities • Value creation on exi
Slide 21: Consolidated accounts – EPRA Net Asset Value
Consolidated accounts – EPRA Net Asset Value NAV per share in EUR EPRA NAV per share as of December 2011 is EUR 22.40 compared to EUR 28.60 as at December 2010 28.6 Triple NAV amounts to EUR 16.02 per share 22.4 compared to EUR 19.42 last year Consolidated equity decreased by EUR 39.9 Million due to
Slide 22: Consolidated accounts – Income Statement December 2011
Consolidated accounts – Income Statement December 2011 12 months 12 months 12 months 2011 2010 2010 Pro forma* • The Group recorded a net loss Revenue 157,602 294,539 314,657 amounting to EUR 53.3 Million Sale of goods 40,150 175,100 175,100 compared to a net profit of EUR 233.4 Rent 68,488 69,189 8
Slide 23: Consolidated accounts – Adjusted EBITDA
Consolidated accounts – Adjusted EBITDA In EUR Thousand Development Property TOTAL Investments The adjusted EBITDA amounts to EUR 30.3 Million at the end of 2011 compared to EUR 31.6 Million as of 2010 Operating Result 2011 (2,833) 42,778 39,945 • Development: The improvement from the Residential an
Slide 24: Consolidated accounts – Interest expenses
Consolidated accounts – Interest expenses 2011 2010 Adjusted Adjusted EBITDA Total Interests CE Germ any EBITDA Total Interests CE* Germ any Russia 2011 12 m onths 2011 2010 12 m onths 2010 Interest on Bonds (33.9) (30.3) (3.6) (38.1) (30.3) (7.8) 0.0 Developm ent (5.2) (12.4) (7.7) (4.7) (5.7) (21.
Slide 25: Consolidated accounts - Interest Coverage by EBITDA
Consolidated accounts - Interest Coverage by EBITDA A key decrease of the interest charge still not covered by EBITDA The next steps … Rental portfolio to be brought Interest coverage to maturity (occupancy rate + of only 76.5% as of December 64% 2011) 38% Before modification After modification Non
Slide 26: Unaudited Consolidated Income Statement Q1 2012
Unaudited Consolidated Income Statement Q1 2012 3 months 3 months 3 months 2012 2011 2011 • Improvement Y-o-Y of the net result Pro forma* increased by EUR 7.1 Million over Q1 Revenue 32,626 33,212 39,146 2011 Sale of goods 5,710 7,174 7,174 Rent 17,684 16,988 22,909 • Group Operating expenses are s
Slide 27: Balance sheet Q1 2012 and debt to equity proforma
Balance sheet Q1 2012 and debt to equity proforma in EUR Thousand ASSETS 31 March 31 March 31 December • Restructuring of OPG bonds and OG 2012 2012 Proforma 2011 bonds was approved by bondholders NON-CURRENT ASSETS 1 136 969 1 136 969 1 190 417 GeneralOnly put the Assemblies in April and May Intang
Slide 28: Statutory accounts – balance sheet
Statutory accounts – balance sheet As at 31 December As at 31 December Not Not EQUITY AND LIABILITIES e 2011 2010 2009 ASSETS e 2011 2010 2009 EQUITY Ordinary shares 21 69 920 851 57 620 851 44 869 851 NON-CURRENT ASSETS Share premium 21 418 688 245 403 988 245 400 524 345 Intangible assets 5 404 15
Slide 29: Statutory accounts – allocation of annual results
Statutory accounts – allocation of annual results Allocation of annual results 2011 Result brought forward as of December 31, 2011 EUR (211.162.747) Result of the fiscal year ending December 31, 2011 EUR (51.849.328) Fees linked to current year Share capital increase directly input to EUR (9.240.000
Slide 30: Strategy
Management report of the Board by Jean François Ott, CEO of the Group Auditors report, Deloitte Financial review by Nicolas Tommasini, CFO of the Group Strategy by Jean François Ott, CEO of the Group A. Strategy: Pillars for growth B. Focus on core markets with strong fundamentals C. Attractive port
Slide 31: Strategy: Pillars for growth
Strategy: Pillars for growth Lease take up of current vacancy Rent increase per occupied space Value creation Redevelopment of assets & Development of the land bank with value creative partnership Increase Crystalise value and cash through disposal above NAV of rental portfolio Reduce overheads thro
Slide 32: Focus on core markets with strong fundamentals
Focus on core markets with strong fundamentals Berlin Budapest 3.5m inhabitants (+3% in 6 years) 2m inhabitants GDP Growth of Germany (2012): 0.6% Historically low office supply Second best performing German office Take up : 400,000 sqm in 2011 (total market office stock is 3.2 Million sqm) Net take
Slide 33: Attractive portfolio of Investment Properties
Attractive portfolio of Investment Properties A clear focus on Berlin GAV Value - 1 BnEUR Use Name City SQM Commercial GSG Assets Berlin 840 200 Office Bubenska Prague 30 549 Office Szervita office Budapest 6 082 CE portfolio 33% Berlin Office Hradcanska Prague 12 099 portfolio 49% Office Na Porici
Slide 34: Portfolio of Investment Properties - Example: Orco-GSG, Berlin
Attractive portfolio of Investment Properties - Example: Orco-GSG, Berlin A portfolio of 840,000 sqm of Office & Residential space in Berlin – one of the most attractive Real Estate market in Europe Orco-GSG assets in Berlin Asset overview • Berlin is one of the most preferred cities in Europe for R
Slide 35: Orco-GSG, Berlin Potential Value Creation
Attractive portfolio of Investment Properties - Example: Orco-GSG, Berlin Orco-GSG, Berlin Potential Value Creation over the next 2 years - illustrator 750 700 30 650 82 • Approx. 35,000 600 sqm GLA of development space 550 • conversion of • Building Rights 100 18 assets in already exist or resident
Slide 36: Development pipeline - To fuel additional growth
Development pipeline - To fuel additional growth Focus on organic growth in ,000 sqm 1800 Without zoning 1600 Value creation consists of : With zoning 1400 Master Plan change 1200 Building permits 1000 800 600 400 200 0 Land plot area GEFA estimated Land plot area GEFA estimated* Czech Republic Germ
Slide 37: Development Pipeline – Example : Bubny
Development Pipeline – Example : Bubny 37
Slide 38: Development Pipeline – Example : Bubny
Development Pipeline – Example : Bubny With 25 hectares, Bubny is the largest undeveloped land in Prague city center – up to EUR 13 NAV/share potential Strategy : Permitting & Development Bubny • Maximum Development Potential : 800,000 sqm • Residential : 300,000 sqm (avg. sales price = 3,000 EUR/sq
Slide 39: Conclusion
Conclusion A clear growth path Orco’s Core markets have strong fundamentals : Berlin, Warsaw, Prague, Budapest Portfolio with clear lease take up potential and strong capacity of value creation (more than EUR 500 mln over 5 years) Landbank with 1.3 bnEUR turnover in mixed development with a potentia
Slide 40: Corporate Governance
Management report of the Board by Jean François Ott, CEO of the Group Auditors report, Deloitte Financial review by Nicolas Tommasini, CFO of the Group Strategy by Jean François Ott, CEO of the Group Corporate Governance by Brad Taylor, Director of Corporate Affairs Questions & Answers Vote
Slide 41: Principles (1/2)
Principles (1/2) Introduction • Corporate Governance is a subject that Orco has always taken seriously. • Since the financial crisis, demands have increased worldwide on companies to continuously improve their corporate governance. Orco has kept up. • Now with numerous new shareholders coming in, we
Slide 42: Principles (2/2)
Principles (2/2) • Appointment of directors and executive managers: The Directors are appointed by the general meeting of shareholders for a period of office not exceeding six years. They are eligible for re-election and may be removed at any time by decision of the general meeting of shareholders.
Slide 43: Corporate Governance
Corporate Governance 12 Seats Board 2 Management Aligned with EPRA Guidelines 5 Independent 5 Shareholders’ Representatives Independence + Audit Committee Transparence Remuneration Committee Professionalism Strategic Committee 43
Slide 44: 2011 & 2012 improvements
2011 & 2012 improvements Company is committed to continually and progressively implementing industry best practices and has been adjusting and improving its internal practices in order to meet evolving standards • Regular communication to its shareholders and stakeholders regarding corporate governa
Slide 45: Audit Committee
Audit Committee The Audit Committee is composed of three independent members of the Board of Directors and one member representing the executive directors. Members are Bernard Kleiner (Chairman), Silvano Pedretti, Alexis Juan and Nicolas Tommasini (executive director). The role of the Audit Committe
Slide 46: Remuneration committee
Remuneration committee The Remuneration committee is composed of five members of the Board of Directors. Members are Guy Wallier (Chairman), Robert Coucke, Alexis Juan, Richard Lonsdale-hands and Jean-François Ott. The role of the Remuneration Committee is among other things to: • submit proposals t
Slide 47: Strategic and Organizational Committee
Strategic and Organizational Committee The members of the Strategic and Organizational Committee are Mr. Alexis Juan (Chairman), Mr. Jean-Francois Ott, Mr. Nicolas Tommasini, Mr. Silvano Pedretti, Mr. Gabriel Lahyani, Mr. Bertrand Des Pallieres and Mr. Richard Lonsdale-Hands. The Strategic and Organ
Slide 48: Executive Committee
Executive Committee The Executive Committee is entrusted with the day-to-day running of the company and is composed of 8 members of the top management of the Company. The role of the Executive Committee is to : • be responsible for preparing complete, timely, reliable and accurate financial reports
Slide 49: Questions & Answers
Management report of the Board by Jean François Ott, CEO of the Group Auditors report, Deloitte Financial review by Nicolas Tommasini Corporate Governance by Brad Taylor, Director of Corporate Affairs Questions & Answers Vote
Slide 50: Questions & Answers
Questions & Answers PROPERTY GROUP
Slide 51: Vote
Management report of the Board by Jean François Ott, CEO of the Group Auditors report, Deloitte Financial review by Nicolas Tommasini Corporate Governance by Brad Taylor, Director of Corporate Affairs Questions & Answers Vote
Slide 52: Vote
Vote PROPERTY GROUP
Orco Property Group — Shareholder Meeting (June 2012) on 6ix