Slide 1: Acquisition of 25 assets for Euro 334m
Acquisition of 25 assets for Euro 334m March 5, 2009 1
Slide 2: Speakers
Speakers Jacques Ehrmann, Chairman and Chief Executive Officer Marie-Flore Bachelier, Chief Financial Officer 2
Slide 3: Contents
Contents Page Transaction overview 4 Asset contribution within the Alcudia program 9 Contribution terms 21 Financial impacts 24 A new step for Mercialys stock 30 Conclusion 34 Appendices 36 3
Slide 4: Transaction overview
Transaction overview
Slide 5: Proposed transaction
Proposed transaction A major step in the Alcudia program Real estate portfolio contribution from Casino to Mercialys, that includes Alcudia’s controlled projects due to be developed from 2009-2010: Asset contribution of Euro 334m Expected full year rents of Euro 23.9m Remuneration* of the contributi
Slide 6: Coherence and continuity of the strategy since the IPO
Coherence and continuity of the strategy since the IPO 2005 2006 2007 2008 2009 / 10 Alcudia program First achievements of continues the Alcudia program Alcudia program announcement Expansion of the Initial Public Compliance Partnership Offering Second asset with the SIIC 4 Agreement block trade con
Slide 7: A structuring transaction …
A structuring transaction … Acceleration in the implementation of the Alcudia program, in line with the business model 9 Acquisition of 25 Alcudia projects (100% retail, 100% France, 100% controlled) Growth 9 An 18% increase in Mercialys portfolio value 9 Positive impact on the reversion potential o
Slide 8: … which does not increase the risk profile
… which does not increase the risk profile Integration of assets controlled by Mercialys 9 Knowledge and control of the contributed assets, the potential of which has been analyzed for a long time within the Alcudia program Projects developed on existing sites with potential Projects at an advan
Slide 9: Asset contribution within the Alcudia program
Asset contribution within the Alcudia program
Slide 10: Asset contribution within the Alcudia program
Asset contribution within the Alcudia program Lot 1 (Euro 47m) 9 Alcudia extensions completed in H1 2009 New operating 3 assets (shopping centers): Besançon 9 Pre-letting finalized (a restaurant is still to be let) assets (2), Arles Lot 2 (Euro 113m) 9 Alcudia extensions due to completion within 2 y
Slide 11: Lot 1: new operating assets
Lot 1: new operating assets 9 Commercial extension of 2 sites: Arles (already opened) and Besançon (opening on March 10, 2009) 9 Letting finalized (a restaurant is still to be let in Arles) Description 9 Post extension, Besançon site will become a Large Regional shopping center (> 40 000 m² GLA) 9 M
Slide 12: Lot 1: new operating assets
Lot 1: new operating assets Example: Besancon Current plan Plan of the project Outdoor view Indoor view 12
Slide 13: Lot 2: assets in advanced development stage
Lot 2: assets in advanced development stage 9 Extension of shopping centers of 7 sites: Annecy, Castres, Le Puy (Retail Park), Les Sables d’Olonne, Lons le saunier (Retail Park), Sainte Marie du Parc (Réunion island) and Valence Sud (phase 2) 9 Contribution in the form of shares in the entities hold
Slide 14: Lot 2: assets in advanced development stage
Lot 2: assets in advanced development stage Example: Sainte Marie du Parc (Réunion Island) Current plan Plan of the project Hypermarket Concerned area Current outdoor view Outdoor view 14
Slide 15: Lot 3: hypermarkets’ surfaces reduction (storage & sales area)
Lot 3: hypermarkets’ surfaces reduction (storage & sales area) 9 Extension and reorganization of shopping centers of current hypermarket areas, on 10 sites: Agen Boé, Angoulême, Besançon, Béziers, Fontaine-Les-Dijon, La Ricamarie, Marseille La Valentine, Montargis, Montauban, Narbonne 9 Contribution
Slide 16: Lot 3: hypermarkets’ surfaces reduction (storage & sales area)
Lot 3: hypermarkets’ surfaces reduction (storage & sales area) Example: Narbonne Current plan Plan of the project 8,000 m²GLA of hypermarkets areas, 3,082 m² GLA of stores and 585 m² GLA of indoor areas turned into 6,730 m² GLA of hypermarkets Outdoor view (1/2) Outdoor view (2/2) areas, 4,021 m² GL
Slide 17: Lot 4: assets to be reorganized before a complex Alcudia restructuring
Lot 4: assets to be reorganized before a complex Alcudia restructuring 9 Walls of food stores on 5 urban sites: • Marseille Delprat • Marseille La Valentine • Marseille Michelet Description • Paris Massena (13e) • Paris St Didier (16e) 9 Ownership reorganization to facilitate the future implementati
Slide 18: Risks well controlled for each lot
Risks well controlled for each lot A risk sharing pattern in accordance with the Partnership Agreement Lot 1 New operating 9 Assets already in operation and let assets Lot 2 9 Casino remains the developer – turnkey delivery of the assets Assets in advanced 9 Mercialys bears the letting risk developm
Slide 19: Seizing the opportunity of a major contribution deal
Seizing the opportunity of a major contribution deal An appropriate timetable for each lot Lot 1 New operating 9 Options already exercised assets 9 Delivery to Mercialys already planned Lot 2 Assets in advanced development stage 9 Size of the portfolio adapted to a 9 Options to be exercised in H1 20
Slide 20: Casino Group share in Mercialys’ invoiced rents will remain stable
Casino Group share in Mercialys’ invoiced rents will remain stable Breakdown by brands before Breakdown by brands after completion of transaction (% of 2008 rents) all projects (% of rents*) Other Casino Other Casino brands brands 1% 1% National and Casino National and Casino local brands local bran
Slide 21: Contribution terms
Contribution terms
Slide 22: The valuation methods for the assets rely significantly on the Partnership Agreement
The valuation methods for the assets rely significantly on the Partnership Agreement 9 The valuation of contributed assets amounts to Euro 334m Contribution Methods used value LOT 1: New operating assets Euro 47m Valuation based on the 2008 Partnership Agreement Valuation based on the new Partnershi
Slide 23: Contribution payment
Contribution payment Issue price of Mercialys new shares: Euro 23.5 after payment of the 2008 final dividend 9 The issue price of Mercialys new shares is Euro 23.98, 2008 cum dividend, i.e. Euro 23.50 post Euro 0.48 dividend expected to be distributed on May 27, 2009 to which the new shares are not
Slide 24: Financial impacts
Financial impacts
Slide 25: A direct and significant impact on the assets value
A direct and significant impact on the assets value Growth in asset base Appraisal value of assets (million euros) Size of assets (’000 m²) +18.2% +18.6% c. 799 2 436 674 2 061 Before transaction After transaction Before transaction After completion of all projects 25
Slide 26: … and on the main activity indicators
… and on the main activity indicators A strong growth acceleration Rental revenues Recurring operating cash flow (million euros) (million euros) +20.9% +23.5% 140.5 119.8 132.3 112.2 126.2 106.3 116.2 97.0 Before 2008 + pro rata 2008 + 2009 2008 + after Before 2008 + pro rata 2008 + 2009 2008 + afte
Slide 27: Accretive impact on the cash flow per share from 2010 and neutral impact on the NAV per share
Accretive impact on the cash flow per share from 2010 and neutral impact on the NAV per share 9 Accretive impact on the cash flow per share from 2010 Accretive impact from 2010 of c.2% 9 Neutral impact of the transaction on the NAV post transaction NAV per share (transfer taxes included, euros) 27
Slide 28: Limited impact on the pipeline of projects
Limited impact on the pipeline of projects Since the beginning of 2009, the pipeline reduction has already been replenished by one quarter Pipeline of projects of Casino developments in million euros 800 700 168 600 45 500 400 775 706 300 584 538 200 100 0 2007 2008 Value (weighted) of Pipeline as o
Slide 29: The transaction reinforces the 2009 outlook
The transaction reinforces the 2009 outlook Growth targets set by the Management for 2009 increased by c.100% Reminder: the targets set by the management over 2 years (2009 vs 2007) for rental revenues and recurring operating cash flow were +25%, i.e. given the 2008 achievements, a respective growth
Slide 30: A new step for Mercialys stock
A new step for Mercialys stock
Slide 31: A significantly improved stock market profile
A significantly improved stock market profile Casino will distribute to its shareholders 1 Mercialys share for 8 shares held (AO or ADP). Post all transactions, Casino retains a 50.4% stake in Mercialys* 9 Increase in the market capitalization: Mercialys confirms its third place among the real estat
Slide 32: Free float increase to Euro 1,089m
Free float increase to Euro 1,089m* Shareholding structure before transaction Post transaction shareholding structure** Market capitalization: Euro 1,883m Post transaction Market capitalization* : Euro 2,195m Treasury Groupe Free float : 40.3% shares Free float : 49.6% Rallye Treasury Others shares
Slide 33: Shareholders’ intentions
Shareholders’ intentions Major shareholders’ support for the contribution project 9 Casino’s Board of Directors held a meeting on March 4, 2009, and has unanimously approved the contribution transaction and the distribution proposal. Casino intends to remain a long term majority shareholder of Merci
Slide 34: Conclusion
Conclusion
Slide 35: Conclusion
Conclusion Contribution of high quality assets in line with Mercialys’ development strategy Alcudia growth No increase in risk profile This transaction emphasizes the strong benefits generated by the relationship between Casino and Mercialys Î « 1+1=3 » Financing of Alcudia project due to completion
Slide 36: Appendices
Appendices
Slide 37: Detailed indicative timetable
Detailed indicative timetable Contribution subject to approval by the Shareholders’ General meeting on May 19, 2009 9 April 6, 2009: Mercialys’ Board of Directors’ Meeting and issue of a notice to call for Mercialys’ Extraordinary Shareholders’ Meeting – Contribution agreement signing 9 Mid-April 20
Slide 38: Reminder on the Alcudia program
Reminder on the Alcudia program Alcudia: an ambitious program for the development of our portfolio 9 Alcudia is a pluriannual program launched in July 2006 aiming at renovating, restructuring, expanding and creating value on a hundred of sites operated in collaboration with Casino (Mercialys shoppin
Slide 39: Disclaimer
Disclaimer 9 This document does not constitute a sale, an exchange, an offer of securities for sale or exchange, a solicitation for an offer for sale or exchange, or an incentive to the acquisition of securities in any jurisdiction (including the United States of America, Canada, Australia and Japan