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Company Presentation
Consus Real Estate AG
June 2019
Titel
Consus Real Estate AG
I. Overview
Consus Real Estate AG
Consus - the leading real estate developer in Germany
3
Breakdown of the development portfolio by city(5)
Frankfurt
13%Berlin
12%
Dusseldorf
4%
Leipzig
13%
Stuttgart
18%
Cologne
11%
Hamburg
20%
Munich
5%Dresden
4%
(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
Development portfolio breakdown
64 projects
in total(1)
Focus on Forward Sales
▶ The leading German residential developer, with focus on top 9 German cities
▶ Strong market share in undersupplied German residential real estate market
with focus on affordability
▶ Forward sale-oriented business model de-risks development, financing and exit
▶ Fully integrated real estate platform covering the entire value chain
▶ Headquartered in Berlin with ~780 employees currently focused on
construction and sales
▶ PF FY2018 Revenues of €656m and Adjusted EBITDA of €253m
Unique business model Key financials + KPIs
~20%Targeted Medium-term
Adjusted EBITDA
margin
€2.95bnMarket GAV(4)
€9.6bn GDV(1)
development portfolio across
64 projects
€2.5bnGDV in forward sales
volume contracted +
LOI(2)
3.0xTargeted Medium-term
Net Debt / Adjusted
EBITDA
Diversified across the top 9 cities in Germany
GDV:€9.6bn(1)
Target Forward Sales
35%
Forward Sold(2)
26%Condominiums
20%
Development portfolio breakdown
Upfront sale/LOI signed
18%
80% with forward
sales approach;
33% of which is
already forward
sold or under
LOI(2)
€450mTargeted Adjusted
EBITDA(3) 2020
Consus Real Estate AG
Key investment highlights
Strong operational capabilities and track recordIV.
Unique and flexible business modelII.
Robust development portfolioIII.
Solid cash flow generation model and performance visibilityV.
Exposure to Germany’s favorable macro conditions in highly attractive locationsI.
Experienced management teamVI.
4
Consus Real Estate AG
Consus is the leading real estate developer in Germany’s top 9 cities
5
Footprint in Germany further enhanced by the acquisition of SSN
(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
Area 369 km²
€1,930m GDV
20% of total GDV
#1
Hamburg
Area 364 km²
€1,720m GDV
18% of total GDV
#2
Stuttgart
Area 536 km²
€1,277m GDV
13% of total GDV
# 4
Leipzig
Area 198 km²
€1,176m GDV
12% of total GDV
#3
Berlin
Significant increase in development activities through SSN acquisition
Berlin
Leipzig
Dresden
Frankfurt
Dusseldorf
Cologne
Hamburg
Stuttgart
Munich
CG SSN
SSN acquisition rationale
A leading development platform in Germany
Excellent portfolio fit, enhancing Consus’ German
footprint
Attractive land plots in Germany’s top metropolitan areas
Strategic fit of SSN forward sales business model
Significant synergy potential
The leading property developer in Germany’s top 9 cities(1)
Note: Bulwiengesa Projektentwicklerstudie Top 9 Cities in Germany as of 21 Mar 2019
0 500 1.000 1.500 2.000
Büschl
PROJECT PI
Pandion
Groß & Partner
BPD
Bonava
Instone
Zech Group
Consus
in m2 ’000s
Development area (‘000 sqm)
(1)
Consus Real Estate AG
Consus’ management teamA strong and proven management team across the group
6
» Over 25 years operational and leadership experience in German real estate companies
» Former CEO of publicly listed DEMIRE, expansion of buy-to-hold assets >€ 1bn
» Previously Deka Immobilien and partner at Ernst & Young Real Estate
Andreas Steyer
CEO
Consus
» Over 25 years experience in the financial industry with 14 years at UBS (IB)
» Previously at Aggregate Holdings, the majority shareholder of Consus
» 5 years of experience as board member and CFO of a publicly listed company
Benjamin Lee
CFO
Consus
» Several years of experience in the financial sector in Amsterdam and Frankfurt
» Formerly at ABN Amro and Bethmann Bank
» Responsibilities at SSN Group include Finance, Business Development, Debt Advisory, Risk Management
Theo Gorens
Deputy CFO and CRO
Consus
» Founder and CEO of CG Gruppe and one of the leading entrepreneurs in the German real estate
development sectors
» Leading innovation in the industrialization and digitalisation of the real estate development
Christoph Gröner
CEO
CG Gruppe
» 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
» Previously Senior Real Estate Asset Manager with Lone Star Funds, and before CEO of Alpine Finanz
Group
Jürgen Kutz
COO
CG Gruppe
» CEO and founder of SSN Group
» He founded SSN Group in 2004 and has a development track record of €7.5bn GDV since its foundation
Michael Tockweiler
CEO
SSN
Titel
Consus Real Estate AG
II. Company highlights
Consus Real Estate AG
Exposure to Germany’s favourable macro conditions in highly attractive locations
Attractive housing sector fundamentals in the strongest European economyI.
8
0,0%
1,1%
0,4%
1,1%
0,9%
Germany UK France Spain EU
-8,0%
-6,0%
-4,0%
-2,0%
0,0%
2,0%
4,0%
6,0%
70
80
90
100
110
19
95
19
97
19
99
20
01
20
03
20
05
20
07
20
09
20
11
20
13
20
15
20
17
Rental-price index GDP growth
1,3% 1,3%
0,9%
0,4%
1.0%
Germany UK France Spain EU
Germany as “safe haven” economy
Source: EIU
GDP CAGR 2008-2018
Source: EIU, Bloomberg as of 21 Mar 2019
64% 87% 98% 98% 82%
10-year government yield Mar-2019
Government debt (2017, % of GDP)
Largest housing market in Europe
82,5
67,3 65,7
46,5
18,2
41,5
28,1 30,4
18,9
8,0
Germany UK France Spain EU
Forecast of total population per country in 2020 (m)
Forecast of total households per country in 2020 (m)
Source: BMI
51,4%
65,0% 64,4%
77,1%
69,3%
Germany UK France Spain EU
Source: Eurostat
Source: Destatis, EIU
Source: Eurostat
20,6%
29,6%
22,6%
32,1%
24,7%
Germany UK France Spain EU
Share of rent in disposable household income as
% of total (2017)
Strong and consistent rental price growth
No decline in rental prices
in over 20 years across the
economic cycle
(1) Average based on 28 EU member countries; (2) Average based on 25 EU member countries excluding Estonia, Luxembourg and Malta
(2)
(1) (1)
(1) (1)
Lowest “risk free” rate in Europe Strong rental culture; low home ownership Rent affordability remains healthy
Home ownership rate (%) (2017)
2018
Consus Real Estate AG
Exposure to Germany’s favourable macro conditions in highly attractive locations
Excellent business opportunity for residential developers
9
I.
» Since 2015 apartment prices exceed construction costs for the first time since reunification in Germany making it more attractive for developers
» Due to reluctance against homeownership in Germany, property prices have stagnated/partly decreased for almost two decades (1995-2015)
» Development sector is highly fragmented in Germany, with limited large scale companies
» Residential market is highly undersupplied due to population growth and low development activities
» With c. 285,000 completed apartments in 2017, supply is still below the annual requirement of c. 400,000 apartments(2)
…and provides market opportunities for developers(3)
Supply mismatch led to rising rents and declining
vacancies…(1)
2,966
2,813
€/m2
(1) Empirica, CBRE;(2) Welt.de – Real Estate; (3) Statistisches Bundesamt, Savills, UBS Research, Destatis/Empirica
2€/m2
1.500
2.000
2.500
3.000
3.500
Construction Cost (Land & Construction Cost) Condominium Prices
1,0%
2,5%
4,0%
5,5%
4,0
5,0
6,0
7,0
8,0
Rent Price (€/m p.m., LHS)
Vacancy Rate (%, RHS)
2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
Consus Real Estate AG
Unique and flexible business modelForward sales business model reduces development risks
Key advantages of the forward sale business model
Flexibility to optimise development pipeline based on local demand
Faster project development through high volume sales to institutional
purchasers
Well balanced projects’ cash flows through development milestones
Future upside from rental increases built in the forward sale agreements
Well positioned for “Quartier” development, in line with the institutional
purchasers’ investment policy (mix of residential and commercial tenants)
Stable and broad relationships with authorities as institutional purchasers
are “good landlords” focused on middle-income tenants
Attractive rental spreads over bund yields for institutional purchasers
(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
II.
10
~80% of the portfolio based on forward sales…
Germany: attractive rental yield spreads vs. 10y Bunds
…to large institutional purchasers (3)
GDV:€9.6bn(2)
Target Forward Sales
35%
Forward Sold(1)
26%Condominiums
20%
€2.5bn already
forward sold(1)
(24%)
€1.8bn upfront
sale (incl. LOI
signed)
(18%)
€7.6bn of entire
GDV with
forward sales
approach (80%)
Development portfolio breakdown
0,0%
2,0%
4,0%
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
Bundesbank 10Y year-end yield Rental yield in Germany
Source: Bulwiengesa , Bloomberg
Global financial crisis
Expected economical recovery
and loosening monetary policy
Upfront sale / LOI signed
18%
80% with forward
sales approach;
33% of which is
already forward
sold or under
LOI(1)
€3.4bn to be
forward sold
(37%)
Consus Real Estate AG
Unique and flexible business modelCore business model consists of forward sales to institutional purchasers
11
Consus acquires land plots and
lays out overall project structure
Finalize the project and obtain
building permits for residential
developments with commercial
potential
Prior to starting construction,
projects are forward-sold to
institutional purchasers
Construction begins after completion of the forward-sale and is paid on the basis of pre-
agreed milestones over the construction period
Forward sales model targeting a cash flow positive profile as soon as the first payment is received
Flexibility to optimise development pipeline based on local demand
Reduced requirement for capital due to early capital recycling
Minimize “lock-in” period of equity investment given forward sale business model
GDV:€9.6bn(1)
80% with forward
sales approach
Business model focused on Forward Sales – existing project portfolio enables dynamic portfolio management
I II. III. IV.
BuyPlots
I.
PlanProject
II.
SellForward
III.
Build& Deliver
IV.
(1) On a consolidated basis as of 31 Dec 2018; Includes three development projects of which the acquisition is signed but not yet closed
Development portfolio
Post building
permit,
construction
phase takes
~24-36months
II.
Consus Real Estate AG
Unique and flexible business modelCondominium units sold to retail purchasers complement the core business model
12
Consus acquires land plots and
lays out overall project structure
Finalize the project and obtain
building permits
Condominium units sold to retail
purchasers with higher margins
compared to forward sales
Significant amount of construction
cost covered by regular payments
with final instalment received at
completion
Complements the core business model as condominiums are often a part of larger quartier developments
Pre-defined payment schedule with typical 30% payment upfront and pre-agreed payment milestones
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
GDV:€9.6bn(1)
20% with
condominium
sales
approach
Business model for Condominium projects
I II. III. IV.
Development portfolio
BuyPlots
I.
PlanProject
II.
Sell
III.
Build& Deliver
IV. Post building
permit,
construction
phase takes
~24-36months
II.
(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
Unique and flexible business modelBottom-up approach to forward sale price negotiation aims to lock-in profitability
13
II.
Landacquisition
costs
Planningcosts
Othercosts
Contractedcash inflow
Rentupside
potential
Land acquisition
costs:
19-25%Construction
costs
(excl. planning)
Planning costs
15% of
Total Construction
costs
Indicative overview of cost structure
Indicative cost and profit structure
20% Targeted Adjusted
EBITDA margin
I
II
III
IV
Illustrative example
Total Construction
costs:
75-81%
Further upside
Construction costs
Land acquisition
access and
sourcing
» Broad network with strong access to municipalities and key decision makers
» Well established market player with robust reputation
» Ability to develop complex large-scale projects with quartier / phasing approach
Re-development
potential with
minimized cost
overrun risk
» Focus on turnkey contracts with 3rd party contractors minimising cost over-runs
where possible
» Integrated development platform with in-house development capabilities,
facilitates re-development owing to lack of such competences in the market
» Up to 30% construction costs future reduction potential through digitalization
Contractually
agreed
cash inflows
with
significant
rent upside
potential
» “Minimum price” forward sale contract with institutional purchasers targeted to
fully cover the construction costs
» Contracts structured to provide upside from rent increases upon construction
completion/renting of finished projects
» Capitalize on potential operational synergies through accretive acquisitions
I
II
III
IV
Ability to budget project costs enables upside potential
Illustrative example
Consus Real Estate AG
Robust development portfolio Balanced distribution of properties to be developed in the short and medium term
14
III.
# Entity Project Name CityGDV in
€m% of Total GDV % Residential
Net floor
area in m²Status
Development
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
Main focus on residential and “quartier” developments
Approach to develop large projects in phases
All “quartier” developments include commercial properties
* Signed sale contract
€9.6bn(1)
64 projects Residential
60.3%
Other
7.4%
Retail, Office
& Hotel
32.3%
(1) On a consolidated basis as of 31 Dec 2018; Includes three development projects of which the acquisition is signed but not yet closed
Commercial units
linked to residential
projects sold as a
combined
development
project
Consus Real Estate AG
Robust development portfolioA sizeable €9.6bn GDV portfolio still in ramp-up phase
15
III.
Asset
class
Standardised rental apartment blocks and integrated
residential and commercial developments (“Quartier”)
Location Focus on top 9 German cities
Size Standardised 100+ apartments
Forward
sale
focus
Forward sale to institutional purchasers, with target of
forward selling price agreed before start of construction
Lot SizeSized for demand (1-2 bedroom with 50-70m2) +
VauVau concept at around approx. 50m2
Investment criteria
(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 has achieved a sizeable portfolio of projects....
4,6
9.6
0,7
0,9
3,5
0
1
2
3
4
5
6
7
8
9
10
GDV as of Dec2017
Organicacquisitions
H1 2018
Organicacquisitions
H2 2018
SSN acquisition GDV as of Dec2018(1) (2)
....still in ramp-up phase
€bn
GDV:€9.6bn(1)
30% under construction
(~40-50% target)
Development portfolio
Consus Real Estate AG
Strong operational capabilities and track recordCompetitive advantage through digitalisation
IV.
16
Full digitalization expected to be implemented by the end of 2020 with 20 development projects already using BIM
(1) Based on management estimates
Reduce labour
costs per m2/ concrete
Ability to pre-fabricate wall and
ceiling units for ~1,950 residential
units per year(1)
Wall units up to 30% cheaper
than market price level(1)
Digital-oriented construction process with potential to drive substantial cost and time savings
Digital
construction
and
development
platform
» Digitalized offering to include component catalogue, procurement platform, floor plan generator and configurator
» Further supported by the recent acquisition of the PropTech company DIPLAN
Introduction
of new
building
standards
» Building Information Modelling (BIM): 6 dimensional approach to construction
processes
» 2D = Architectural planning; 3D = Digital 3D plan; 4D = Time; 5D = Cost;
6D = Lifecycle
» Reduced procurement costs via direct supply chain management
Pre-fabrication
operations
with partner
» Setting up a highly automated pre-fabrication plant in Erfurt in partnership with
European Modular Constructions GmbH
» Plant will be one of Europe’s largest for construction elements
» Targeted to start production in 2020 with focus on massive concrete parts
Save up to 6 months in the
development timeline(1)
II
III
I
Consus Real Estate AG
Solid cash flow generation model and performance visibilityConsus developments become cash flow positive prior to construction start
(1) Delivery includes finalization of construction and tenancy
17
V.
DeliveryConstructionDevelopment /
Forward saleAcquisition
30%
60%
10%
20%
5%
54%
1%
-20%
5%
11%
20%
Land Acquisition Development /Forward Sale
Construction Delivery
Project Cash Collection Project Cash Costs Cumulated Project Cash Flow Margin
Cash flow
positive as
construction
starts
First cash inflow as forward sale is
entered into
Projects become cash flow positive prior
to construction start
Balanced
payments
profile
90% of the cash inflows are received
during the construction phase
Small remaining payment at delivery
Limited
working
capital
consumption
Regular payments from buyers to cover
construction costs
Minimal working capital needs
throughout the life of the project
High
profitability
Targeted Adjusted EBITDA margin of
20% at delivery, with upside potential
based on outperforming occupancy and
rent levels achieved
Illustrative forward sales business model cash flow profile
Project cash flow breakeven
(1)
Titel
Consus Real Estate AG
III. Financials
Consus Real Estate AG
Financing overviewFY2018 Key group metrics
Key Income Statement Figures Key Balance Sheet & Cash Flow Figures
Consus Reported Consus PF SSN
Total
Income
Adjusted
EBITDA(1)
Financial Result
Consolidated
Net Income
€615m
€204m
€(117)m
€1m
€656m
€253m
€(198)m
€(24)m(2)
Net Debt
Operating
Cash Flow
Prepayments
Received
Market
Gross Asset Value
Consus Reported
€2,104m
€132m
€356m
€2,95bn
Net Debt /
PF Adjusted
EBITDA(1)
(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
8.3x
1.2x
PF Adjusted
EBITDA(1) /
Interest
19
Consus Real Estate AG
Solid cash flow generation model and performance visibilityStrong visibility on future performance
20
Forward Sales
Signed
» Letter of intent in negotiation with institutional purchasers
» Expected to be converted in signed letter of intent within 3-6 months and in signed forward sale agreements within 6-12 months
» Signed letter of intent with institutional purchasers, expected to be converted into forward sale agreements within 3-6 months
» Signed binding agreements between Consus and institutional purchasers
» Up to c.30% upfront cash payment received upon signing
» Future cash inflows under forward sale agreements upon achieving defined milestone
» Signed projects sold to retail purchasers rather than institutional purchasers
» 30% upfront payment received on signing up forward purchasers for the condominium
» Focused on higher value properties where materially higher prices can be achieved from retail sales
Letter of intent
signed
Letter of intent
in
negotiation
Condo Sales
Started
Pro
jec
ts s
old
to
ins
titu
tio
na
l p
urc
ha
se
rs
Un
its
so
ld t
o
reta
il
The forward sales and condominium business models allow for strong cash flow visibility, while minimising development risk
~€500m
GDV
~€70m
GDV
~€1,800m
GDV
~€150m
GDV
II
III
I
IV
€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
8
projects
1
project
18
projects
6 projects
Consus Real Estate AG
Financing strategyEvolving towards a cheaper and more flexible capital structure
21
Consus financial targets: reduce the avg. interest rate by 200bps and delever
to Net debt/Adj. EBITDA 3.0X in the medium term
Corporate level debt
SPV SPV
Consus
CG Gruppe
SPV SPV
SSN
» Proceeds to refinance acquisition facility for SSN, make final payments on
the agreement to increase stake in CG to 75% on a fully diluted basis,
refinance short term shareholder loans and expensive junior debt
» Bond ratings from S&P and Fitch of B-/B and company ratings of B/B (stable
outlook)
» Strong commitment to reduce junior debt at the project level and increasing
the group level debt
» Consus with stronger access to capital markets, evolution of financing
structure will provide further strategic flexibility towards reaching our mid-
term target to deleverage our balance sheet and decrease avg. cost of debt
…initial step towards long-term financing strategySuccessful placement of rated EUR 400m inaugural Bond…
Project level debtsenior, junior, or mezzanine
Currently represents c.25% of total indebtedness
Currently represents c.75% of total indebtedness
SPVSPV
Corporate
level
Project level Evolve towards a mature financing strategy by refinancing
project level debt with corporate level debt
Issuer CONSUS Real Estate AG
Issue Senior Secured Notes
Currency EUR
Amount 400m
Maturity May 15, 2024 (5 years)
Coupon 9.625%
Call protection NC2 (50%, 25%, par)
Corporate rating B / B
Issue rating B- / B
Distribution RegS / 144a
Governing law New York law
Consus Real Estate AG
Capital structure pro forma for the transaction
22
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
As of 31-Dec-18 Adjustments Pro Forma as of 31-Dec-18
€mx LTM Pro Forma Adj.
EBITDA% LTV(4)
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
Capital structure pro forma for the transaction
Consus Real Estate AG
Guidance overview
Overview of Key Financials Comments
Target Medium-term Net
Debt / Adjusted EBITDA~ 3x
Target 2020
Adjusted EBITDA€450m
Gross Development Volume
(GDV)(1)€9.6bn in total
Target Medium-term
Adjusted
EBITDA margin
20%
(1) On a consolidated basis as of 31 Dec 2018; Includes three development projects of which the acquisition is signed but not yet closed
23
Deleveraging planned following acquisitions
Targeting up to 200bps average interest rate
reduction in the medium term
2020 Adjusted EBITDA target increased from €300m
to €450m post SSN acquisition
Total amount of projects is 64 with a development
timeline until 2026
GDV going forward influenced by timings of
acquisitions and disposals
SSN projects are in-line with Consus target margins
Expected tax rate ~30%
Titel
Consus Real Estate AG
IV. Appendix
Consus Real Estate AG
Strong operational capabilities and track recordOver €450m forward sales and substantial development milestones achieved in 2018
25
» A well-known institutional investor acquired part of the ‘Cologneo I’ mixed
quartier development for €241m with an additional upside of up to €36m
(+15%), if rents above current market rent will be achieved
City/Project KPIs Pictures
GDV € 846m
Completion 2021 to 2025
Asset type Mixed
Area (sqm) 184,790
» Historical residential project in sought after quarter Frankfurt Westend with
sales progressing well with c. 77% of condominiums already sold
DeliveryConstructionDevelopment /
Forward saleAcquisition
GDV € 92m
Completion 2020
Asset type Residential
Area (sqm) 9,108
GDV € 57m
Completion 2020
Asset type Residential
Area (sqm) 11,054
GDV € 145m
Completion Sold
Asset type Mixed
Area (sqm) 59,591
» Successful ground breaking for 141 apartments with a size ranging from 35 to
161 sqm in Charlottenburg
» The project has been forward sold to an institutional investor
2020
Cologne,
Cologneo I-III
Frankfurt,
Grand Ouest
Berlin,
Ernst-Reuter-
Platz
Berlin,
HAU & X-Berg» Consus sold the plot to a commercial real estate developer with a significant
gain to focus on its core competencies in residential property development
Sales
Status
Forward Sold
for
€241m
Condo Sales
at c. 77%
Forward Sold
for
c. €60m
Significant gain
realized
» Currently the building plan is expected to be amended by with the local
authorities to increase the constructible area
» The entire Kaiserlei Quartier represents a GDV of around €409m with the
largest part of the project being placed with a pension fund at the end of 2017
GDV € 95m
Completion 2020
Asset type Commercial
Area (sqm) 18,686
Forward
Sold for
up to €95m
GDV € 70m
Completion 2021
Asset type Residential
Area (sqm) 13,985
Forward
Sold for
c. €70m
» In the city center of Mannheim a new hotel and office building in the up-and-
coming Mannheim business district is currently being developed
» The project was forward sold at the end of 2018 to a well-known institutional
purchaser
Mannheim,
No.1
Frankfurt,
Campus Kaiserlei
(BT G,H)
GDV € 38m
Completion 2019
Asset type Residential
Area (sqm) 10,400
Forward
Sold for
c. €38m
» A well-known institutional investor purchased the Carree Löbtau development
for €38m with an additional upside of up to 12%, if rents above current market
rent will be achieved
Dresden,
Carree Löbtau
Consus Real Estate AG
Strong operational capabilities and track recordForward sales: continued progress year-to-date 2019
26
» A well-known institutional purchaser acquired the ‘Ostplatz’ project in Leipzig
for €64m with an additional upside of up to €16m (+25%), if rents above current
market rent will be achieved
City / Project KPIs Pictures DeliveryConstructionDevelopment /
Forward saleAcquisition
Sales
Status
GDV € 57m
Completion 2020
Asset type Mixed
Area (sqm) 16,869
Leipzig,
OstplatzQ1’19
Forward
Sale Date
» Consus sold the project to a real estate developer with significant EBITDA pre-
PPA realised to balance its portfolio across Germany. The purchase price
reflects the current status of the development.
GDV € 884m
Completion Sold
Asset type Mixed
Area (sqm) 267,941
Upfront
sale
Leipzig,
Project 416Q1’19
» Centrally located in Berlin-Charlottenburg, this modern office building with
around 11,000 m2 of rental office will be certified with the highest sustainability
criteria, “LEED Gold”. This project was forward sold to BNP Paribas REIM in
February 2019.
GDV € 68m
Completion 2020
Asset type Commercial
Area (sqm) 11,268
Forward
Sold with
upside of
up to 26%
Berlin,
Franklinstr.Q1’19
» Consus forward sold this development project in fast growing Leipzig to a well-
known institutional purchaser.
GDV € 41m
Completion 2021
Asset type Mixed
Area (sqm) 12,311
Forward
Sold for
c. € 40m
Leipzig,
Dessauer-/
Hamburger Str.
Q1’19
Forward
Sold for
c. €64m
» LOI in negotiation for a residential development with 107 city apartments in the
Stuttgart region for approx. € 50m. Böblingen is home to the largest Mercedes
factory globally.
GDV € 50m
Completion 2020
Asset type Mixed
Area (sqm) 8,955
LOI in neg.
Stuttgart
region,
City-Carré
Böblingen
Q2’19
» LOI of a forward sale signed in February 2019 for a €68m residential
development in a prime location of Dresden
GDV € 68m
Completion 2021
Asset type Mixed
Area (sqm) 14,782
LOI signed
Dresden,
Palaisplatz
Neubau
Q2’19
Consus Real Estate AG
Strong operational capabilities and track recordPotential new project acquisitions
27
» Residential quartier development in an old brewery location with close proximity to one of Germany s most important high-speed train terminal
» Development of a new city quartier in Bergisch Gladbach. Planning comprises
7 residential complexes, a nursing home and boarding house, assisted living, a
Kindergarten, a district center and a parking garage with about 110 parking
spaces.
City / Project KPIs Pictures DeliveryConstructionDevelopment /
Forward saleAcquisition
GDV € 147m
Completion 2023
Asset type Mixed
Area (sqm) 30,915
Cologne area,
Bergisch Gladbach
Wachendorff Quartier
GDV € 82m
Completion 2023
Asset type Residential
Area (sqm) 17,148
Leipzig area,
Erfurt,
Braugold Quartier
» Large quartier development in suburb of Stuttgart in the form of a "Zero Energy
District“, combining flexible forms of living and work.
GDV € 275m
Completion 2024
Asset type Mixed
Area (sqm) 73,360
Stuttgart area,
Otto-Quartier
Wendlingen
Pipeline of new projects continuously being evaluated to replace projects sold and developed
Consus Real Estate AG
Unique and flexible business model€680m forward sale of “VauVau” shows ability to execute large projects with minimum development risks
28
» 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
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
Five individual projects under the brand VauVau forward sold to an institutional purchaser
DRESDEN – Annenstr.
LEIPZIG – Pragerstr.OFFENBACH/FRANKFURT
DUSSELDORF – Mercedesstr.
COLOGNE – Stolkgasse
# units 191
Residential space 11,155 m2
Commercial space 3,323 m2
Completion date 2020/2021
# units 296
Residential space 16,042 m2
Commercial space 4,250 m2
Completion date 2020
# units 632
Residential space 31,538 m2
Commercial space 6,207 m2
Completion date 2020/2021
# units 423
Residential space 23,972 m2
Commercial space 1,094 m2
Completion date 2022
# units 202
Residential space 10,207 m2
Commercial space 11,604 m2
Completion date 2020
Consus Real Estate AG
Robust development portfolio Strong existing development portfolio in top 9 German cities
29
Strong footprint in Germany’s top economic regions – 64 projects with GDV of € 9.6bn(1)
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
Leipzig/Erfurt
GDV in €m: 1,277
Area in k m²: 536
Avg. Sales Price: 2.390
% of total GDV: 13%
Projects: 17
Cologne/Aachen
GDV in €m: 999
Area in k m²: 209
Avg. Sales Price: 4.772
% of total GDV: 10%
Projects: 5
Frankfurt/Offenbach
GDV in €m: 1,238
Area in k m²: 173
Avg. Sales Price: 7.154
% of total GDV: 13%
Projects: 7
Hamburg
GDV in €m: 1,930
Area in k m²: 369
Avg. Sales Price: 5.231
% of total GDV: 20%
Projects: 6
Berlin
GDV in €m: 1,177
Area in k m²: 198
Avg. Sales Price: 5.183
% of total GDV: 12%
Projects: 9
Dresden
GDV in €m: 416
Area in k m²: 93
Avg. Sales Price: 4.496
% of total GDV: 4%
Projects: 6
Dusseldorf/Dortmund
GDV in €m: 369
Area in k m²: 65
Avg. Sales Price: 5.685
% of total GDV: 4%
Projects: 4
Stuttgart/Karlsruhe
GDV in €m: 1,720
Area in k m²: 364
Avg. Sales Price: 4.718
% of total GDV: 18%
Projects: 7
Berlin
Leipzig
Dresden
Frankfurt
Dusseldorf
Cologne
Hamburg
Stuttgart
Munich
Munich
GDV in €m: 478
Area in k m²: 67
Avg. Sales Price: 7.078
% of total GDV: 5%
Projects: 3
Consus Real Estate AG
Strong operational capabilities and track recordLong term development track record
30
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
CARRÉ PARKAUE
Berlin, 2011 / 2012
CARRÉ CHARLOTTE
Berlin, 2014 / 2016
CARRÉ RAIMAR
Berlin, 2015
LKG CARRÉ
Leipzig, 2015 / 2016
WEISSERITZ GÄRTEN
Dresden, 2016 / 2017
€1,804m
GDV & Residential Units delivered by CG Gruppe
€1,406m
2000–20122013–2015
2016
2018€177m
€701m€911m
1,920 units1,738 units
762 units
967 units
2017
€1,100m
681 units 2019YTD840 units
FEUERLANDHÖFE
Berlin, 2018
Cumulative GDV development (€m)
(1) Cumulative projects sold and under construction / delivered
(1)
(1)(1)
(1)
(1)
(1)
Consus Real Estate AG
Solid cash flow generation model and performance visibility Illustrative cash flow profile towards run-rate
31
Revenue Operatingcosts
AdjustedEBITDA
Capex ∆ in workingcapital
Interestexpense
Taxes Free Cash Flow
Revenue
visibility
Profitability visibility Limited maintenance investment
required
Revenue Run-rate revenue level as total portfolio GDV spread over the
average life of the projects
I II III IV V VI VII
Operating
costs
~80% of the forward sale price
Turnkey agreements with contractors minimize cost overrun risk
Adjusted
EBITDA Target 20% margin in the medium-term Capex
No Capex required as land acquisition, development, and
construction costs run through operating costs and working capital
Working
capital
Limited working capital consumption at run-rate as development
portfolio replenishment is funded through existing projects sale
Release of working capital in ramp-up phase as increasing
percentage of projects is forward sold with related pre-payments
Interest
expense
Decreasing over time (targeting up to 200bps average interest rate
reduction in the medium term)
Progressive rebalancing of senior/junior split at SPVs through
corporate level refinancing and deleveraging via cash flows
Taxes Indicative 30% corporate tax rate
Inventory release in
ramp-up phase
Decreasing interest
expense
Strong FCF
generation
Free Cash
Flow
Strong cash generation
Used also to deleverage SPVs level debt
VIII
VI
VII
V
IVIII
III
VIII
Strong cash flow generation as the run-rate is achieved
Consus Real Estate AG
Consolidated FY 2018 financials PF for SSN – Income statement
• Total PF income of EUR 656m reflects strong
forward sales and construction ramp up in
2018
• Includes Consus sale of its commercial buy-
and-hold properties
• Other operating expenses include significant
consulting fees which are mainly due to
portfolio transactions incl. SSN acquisition,
transition to IFRS and first time consolidations
• Includes derivative income from Consus
convertible bond driven by share price
development
• Financial expenses relating to both group and
project level financing
• PPA Adjustments reverse all effects resulting
from revaluation of inventories and
contractual assets & liabilities from any
business combinations
• One-offs which are not capitalized and which
have an extraordinary character either in their
nature or in their amount, and covers all
Group entities.
2.
3.
4.
Income Statement Comments
in k €FY 2018
Consus ReportedFY 2018
Consus PF SSNIncome from letting activities 32,796 29,659Income from real estate inventory disposed of 163,515 163,515Income from property development 408,461 443,830Income from service, maintenance and management activities 10,199 18,565Total income 614,971 655,569Change in project related inventory (147,352) (31,464)Overall performance 467,619 624,104Expenses from letting activities (16,083) (14,741)Cost of materials (285,600) (367,182)Valuation result 25,631 25,631Net result from the disposal of investment properties - 529Other operating income 13,241 14,113Personnel expenses (36,911) (50,995)Other operating expenses (59,997) (75,989)EBITDA 107,901 155,470Depreciation and amortization (2,175) (3,026)EBIT 105,726 152,444Financial income 4,620 11,467Financial expenses (121,834) (209,783)EBT (11,488) (45,872)Income tax expenses 11,192 21,617Net income (Earnings after taxes) from continued operations (296) (24,255)Net income (Earnings after taxes) from discontinued operations 1,464 -Consolidated Net income 1,168 (24,255)
2.
4.
1.
5.
5.
6.
in k €FY 2018
Consus Reported
FY 2018
Consus PF SSN
EBITDA 107,901 155,470
PPA Adjustments 82,262 82,262
One-off expenses 13,493 15,458
Adjusted EBITDA(1) 203,656 253,190
Adjusted EBITDA Bridge7.
6.
7.
(1) EBITDA adjusted for Purchase Price Allocation (“pre-PPA”) and one-off expenses
1.
3.
32
Consus Real Estate AG
Consolidated FY 2018 financials PF for SSN – Balance sheet: Assets
• Investment properties include yielding
properties within large developments
• Contract assets are for projects forward sold,
and reflects revenue recognised minus
prepayments – i.e. net contract assets
• Work-in-progress is projects not yet forward
sold
• Market GAV of EUR2.95bn is the appraised
market value of the assets on 100% basis
included in investment property, contract
assets and work-in-progress
CommentsCurrent & Non-current Assets
in k €FY 2018
Consus Reported
Investment property 328,027
Property, plant and equipment 8,771
Goodwill 1,032,480
Other intangible assets 6,158
Investments accounted for using the equity method 21,590
Receivables from related parties -
Financial assets 10,037
Other assets -
Contract assets 235,011
Deferred tax assets -
Total non-current assets 1,642,073
Work-in-progress incl. acquired land and buildings 1,830,487
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 190
Cash and cash equivalents 91,603
Assets held for sale 1,329
Total current assets 2,102,977
Total assets 3,745,050
1.
2.
3.
2.
3.
2.
2.
1.
33
4.
4.
4.
4.
4.
Consus Real Estate AG
Consolidated FY 2018 Financials PF for SSN – Balance sheet: Equity and Liabilities
• Gross Debt and Net Debt are EUR 2,196m
and EUR 2,104m respectively, with gross
debt of EUR 948m at CG and EUR 755m at
SSN
• Total equity of EUR 1,163m
• Liabilities to related parties include
EUR 22m of 2020 Related Party loans from
Aggregate
• Contract liabilities of EUR 45.9m reflect
prepayments received before revenue is
recognised
CommentsEquity and liabilities
in k €FY 2018
Consus Reported
Subscribed capital 134,040
Capital reserves 904,233
Other reserves (27,363)
Non-controlling interest 151,629
Total equity 1,162,539
Financing liabilities 1,049,150
Provisions 1,712
Other liabilities 15,017
Contract liabilities -
Deferred tax liabilities 114,380
Total non-current liabilities 1,180,259
Financing liabilities 1,146,374
Provisions 4,735
Trade payables 41,913
Liabilities to related parties 43,196
Tax payables 44,389
Other liabilities 75,771
Contract liabilities 45,872
Total current liabilities 1,402,251
Total liabilities 2,582,510
Total equity & liabilities 3,745,050
1.
1.
2.
1.
2.
3.
4.
3.
4.
34
Consus Real Estate AG
Consolidated FY 2018 Cash Flow statement – strong operating cash flow
• Limited depreciation and amortisation
• Gains on investment property include realized
on existing and disposal of properties
• Portion of interest is accrued
• Significant positive working capital movement
• Key driver of positive working capital is
increase in funds received from prepayments
in forward sales
• Strong operating cashflow
• Positive impact from investing activities
reflects nets proceeds from acquisitions and
sales
2.
3.
5.
Cash flow Comments
in k €FY 2018
Consus Reported
Profit (loss) before tax (11,488)
Depreciation and amortisation 2,175
Depreciation and impairment of property, plant and equipment 1,698
Amortisation and impairment of intangible assets 477
Valuation gains (28,524)
Valuation gains on financial assets (2,893)
Valuation gains on investment property (25,631)
Financial expenses (income) 117,214
Financial income (4,620)
Financial expenses 121,834
IFRS 15 transition adjustments (8,424)
Other non cash adjustments 2,230
Other working capital adjustments 66,354
Decrease / (increase) in rent and other receivables 21,909
Decrease / (increase) prepayments, accrued income and other assets (18,581)
Decrease/ (increase) in inventories and contractual assets (333,149)
(Decrease) / increase in prepayments 356,326
(Decrease) / increase in trade, other payables and accruals, contractual
liabilities and other liabilities39,849
Income tax paid (7,525)
Net cash flow from operating activities 132,012
Net cash flow from investing activities 25,195
Net cash flow pre-financing activities 157,207
2.
6.
1.
7.
7.
1.
4.
3.
4.
6.
5.
35
Consus Real Estate AG 36
Company to provide Dec-
18 Adjusted EBITDA bridge
components
103
155
253
52
8215
0
50
100
150
200
250
300
Consus Pro FormaEBITDA
SSN EBITDA Pro FormaEBITDA
PPA adjustments One-off expenses Pro FormaAdjusted 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
Overview of Pro Forma Adjusted EBITDA bridge for 31 Dec 2018 (€m)
€m
(3)(1)
Pro Forma Adjusted EBITDA bridge
(2)
Consus Real Estate AG
Illustrative example of the PPA adjustment mechanism
37
50 60
120
10
50
10
Development andconstruction cost until
Consus acq.
Developer margin untilConsus acq.
Fair value / Price paid byConsus
Development andconstruction cost post acq.
Margin on construction costpost acq.
Sale value
» 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
Key elements of PPA adjustment
EBITDA
reportable: 10
EBITDA pre-PPA
(adjusted): 20
» Margin for CG Gruppe / SSN: 10 + 10 = 20
» Cash inflow for CG Gruppe / SSN / Consus: 20
» Effective margin for Consus: 20 – 10 = 10
Illustration: Consus accounting for inventories acquired at CG Gruppe / SSN acquisition
Consus Real Estate AG
33
- 5 13
Cash Inventory Contractassets
CumulativeAdj. EBITDA
45
- -
20
Cash Inventory Contractassets
CumulativeAdj. EBITDA
(3)
Illustrative example of forward sale and contract assets accounting during the life of a project
38
Description Cumulative key accounting items (€m) Accounting entries (€m)
» Consus has €25m of cash and is
looking to start a new project with a
GDV of €100m
» @ 20% target Adj. EBITDA margin
the total project costs will be €80m
-
» Consus uses €25m to buy new land
and sustain planning costs
» Consus signs a forward sale
agreement
» Consus receives 30% of advance
payment (€30m)
» Until delivery, Consus incurs all the
remaining €28m of construction costs
» Consus receives all the outstanding
payments (€40m) post delivery and
letting
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
Cash (25)
Inventory +25
Cash +30
Inventory (25)
Gross Contract assets +31
Advance payments +30
Revenues(2) +31
Costs (25)
» Consus incurs additional €27m of
construction costs
» Consus receives an additional 30% of
pre-payments (€30m)
Cash +3
Gross Contract assets +34
Advance payments +30
Revenues(2) +34
Costs (27)
Cash +12
Gross Contract assets +35
Advance payments +40
Revenues(2) +35
Costs (28)
Percentage of
Completion(1)
25
- - -
Cash Inventory Contractassets
CumulativeAdj. EBITDA(3)
Adj. EBITDA
€6m
Adj. EBITDA
€7m
Adj. EBITDA
€7m
Event
Project is
delivered
Construction
continues
Forward sale
agreement is
signed
New land
is bought
Starting
point
1
2
3
0
4
0%
100%
65%
-
25
- -
Cash Inventory Contractassets
CumulativeAdj. EBITDA(3)
30
- 1 6
Cash Inventory Contractassets
CumulativeAdj. EBITDA(3)
(3)
0%
31%Net change
€1m
Net change
€4m
Net change
€(5)m
All cash Adj. EBITDA
Consus Real Estate AG
Financing strategyProven deleveraging capacity
39
Gross debt evolution in 2018 (€m)
1.588 1.520
1.283 1.269
1,213(1)
250
755
0
500
1.000
1.500
2.000
2.500
Dec-17 Mar-18 Jun-18 Sep-18 Dec-18
Consus SSN Acquisition Facility SSN
Note: Gross debt shown on a book value basis; (1) Includes €22m of 2020 Related Party loans from Aggregate as of 31 Dec 2018
Forward sale model allows for strong deleveraging targeting 3.0x Net Debt / Adjusted EBITDA in the medium term
Consus Real Estate AG
Pro forma structure chart
Legend
Shareholder
Debt facility
Operating SPVs
Consus
ownership
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%
Gröner(5)
Consus Real Estate AG
CG Gruppe
SPVs
52 projects
Market GAV(3)
€2,95bn
Senior Secured Notes: €400m
2022 Convertible: €194m(1)
Other debt: €55m(2)
CG Development and
Construction Debt: €948m
SSN Group
SPVs
12 projects
SSN Development and
Construction Debt: €725m
AggregateOther
shareholders
75.0%(4)
~57% ~43%
93.4%(6)
`
Restricted Group
40
Consus Real Estate AG
Stock Info & Performance
41
Consus Share
ISIN
WKN
DE000A2DA414
A2DA41
Number of
Shares134,526,580
Market
Segment
Deutsche Börse Scale
m:access
Stock
ExchangesXetra, München, Frankfurt
Indices E&G-DIMAX
Market cap.(2) € 982m
Analysts
Baader Bank: €12.5 BUY
SRC: €13.0 BUY
Deutsche Bank: €12.0
HOLD
UBS: €9.0 HOLD
Hauck & A.: €8.8 HOLD
€ Vol. k
Stock Chart(1)
(1) Source: Bloomberg, Factset (2) As of 26 April 2019
0
50
100
150
200
250
300
350
400
5,00
6,00
7,00
8,00
9,00
10,00
Okt 2018 Nov 2018 Dez 2018 Jan 2019 Feb 2019 Mrz 2019 Apr 2019
Volume Price (€)
Consus Real Estate AG
Glossary
42
Acronym Definition
Adjusted EBITDA EBITDA adjusted for Purchase Price Allocation (PPA) and one-off costs
BIMBuilding Information Modelling software for integrated, model-based operations in construction that extends the classic range of
tasks to visual, model-based procedures
CG CG Gruppe
GAVGross Asset Value, representing the market value of gross assets of the development portfolio as of 31 December, 2018
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
Glossary
Titel
Consus Real Estate AG
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.
Consus Real Estate AG
» Aggregate Group ~57%
» Christoph Gröner 6% (CEO CG Gruppe)
» Free Float ~37%
IR Contact Details & Financial Calendar
44
Conferences
12-Jun-2019 Quirin Champions 2019 Conference
03-Sep-2019 SRC Research Forum
03-Sep-2019 J.P. Morgan Europ. High Yield & Leveraged Finance Conference
10/11-Sep-2019 Lond Capital Conference Zurich
12-Sep-2019 J.P. Morgan Small/Mid-Cap Conference
26-Sep-2019 Baader Investment Conference
26-Sep-2019 Morgan Stanley Fixed Income Conference
Financial Calendar
19-Jun-2019 Publication of Consus Q1 Interim Statement
26-Jun-2019 Consus Annual Shareholders Meeting
19-Sep-2019 Publication of Consus Half Year Results
Peer Schlinkmann
Shareholder structure and other key information
Head of Investor Relations
Phone: + 49 (0) 172 650 9764
Fax: + 49 30 889 16 677
Email: [email protected]
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