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2017
Investor presentation
Clément Lecuivre Deputy General Manager CFO
Tel: +33 (0)155-033-335 [email protected]
Claude Rouchon Head of Group Treasury Tel: +33 (0)467-759-531 [email protected]
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1 – Profile, Governance, Mission and Strategy
2 – Secure business model
3 - Financial overview of consolidated entities
4 - Funding policy and risk management
5 - Appendices
a – Non-consolidation of the Social Housing Entities
b – Focus on the Intermediate Housing project
c – Corporate Social Responsibility
Contents
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Section 1:
Profile, Governance, Mission and
Strategy
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Since 2004, SNI has been a Caisse des Dépôts (CDC) strategic shareholding. Before 2004, SNI was directly owned by the French State.
SNI is fully consolidated in CDC’s Group accounts and prudential model.
SNI is a semi-public limited Company, owned by a public entity (SA d’économie mixte)*. As such, it is considered by Fitch as a Public Sector Entity.
Group SNI entities implement their strategy on the basis of CDC’s key strategic transitions, i.e.:
- demographic transition
- digital transition
- territorial transition
- energy transition
Strong support from CDC: A capital increase of €400 million should be effective in 2017 - € 100 million to be paid up before June 2017
SNI is fully integrated within CDC
* The capital of a Société d’économie mixte (SEM) is held by one or more public-sector entities
French State
(AA/Aa2/AA)
(AA/Aa2/AA)
SNI
(AA-/F1+ Fitch Ratings)
100%
S&P/Moody’s/Fitch Ratings
S&P/Moody’s/Fitch Ratings
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SNI is governed by a Board of Directors and Supervisory Board (“Directoire” and “Conseil de Surveillance”, respectively).
The Supervisory Board is chaired by CDC’s CEO (“Directeur Général de la CDC”).
SNI fully applies CDC’s governance rules. Board of directors and committees:
Audit Committee
Compensation and Benefits Committee
Strategic Committee
In addition, SNI has set up a Tenant Defense Partnership Committee (40% of which is made up of SNI tenants)
CDC’s Risk and Internal Control Unit
CDC’s Commitments Committee
Annual objectives with half-yearly reports
The chairman of SNI’s Board is also a member of CDC’s Executive Committee
SNI is supervised by the French Court of Auditors.
SNI is fully integrated within CDC
* The capital of a Société d’économie mixte (SEM) is held by one or more public-sector entities
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Housing is one of the main priorities of CDC’s strategic plan, which includes a public program to
support the social and residential housing market.
Managing and developing housing for public-sector entities or public servants:
More than 70% of rental income is generated by public-sector entities or public servants
SNI provides 10,000 units of housing in police barracks
Management of public-sector real estate assets (e.g. 9,200 units belonging to the Ministry
of Defense)
Acquisition and leasing of 3,500 dwellings as part of a general partnership with EDF (total
investment €808 million). Rents paid directly and exclusively by EDF under a firm 12-year
lease.
Contribution to public policy by providing emergency shelter to people experiencing
severe social hardship (homeless persons, refugees,…) through SNI’s subsidiary
ADOMA. ADOMA is a joint venture between SNI (56%) and the French State (42%).
Supporting social housing public policies through a group of 13 regulated social housing entities (ESHs) owned by ADESTIA
Mission: a public real estate company
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SNI Corporate Social Responsibility
• SNI implements a proactive sustainable development plan based around 3 major challenges
(see appendix c) :
- Promoting social equity
- Economic efficiency
- Environmental protection
• In 2015, the CSR rating agency VIGEO conducted an audit of SNI’s practices and business
model and social responsibility KPIs have been defined to provide a clear understanding of
the Group’s efforts.
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SNI Group Organization chart
Consolidated entities :
- SNI, Sainte-Barbe, SGP AMPERE Gestion and ADESTIA
- FLI and ADOMA are accounted for by the equity method.
Social Housing: financially controlled but not consolidated
by SNI due to strict financial and regulatory controls (see
appendix a)
SNI Group owns and manages around 350.000
dwellings.
Intermediate housing82 248 dwellings
SNI5 regional branches
68 842 dwellings
Sainte Barbe 99,99%(Moselle)
13 406 dwellings
Social Housing
Caisse Des Dépôts
Groupe SNI
100%
Integration through housing
(ADOMA : 72 648 dwellings)Asset Management
SGP AMPERE Gestion(approved by AMF)
100%
Intermediate Housing Fund (FLI) 19,14%
(349 dwellings)
Intermediate Housing State Fund (20 dwellings)
ADESTIA189 856 dwellings
(through 13 entities)
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SNI’s key figures as of 2016
Property portfolio: 86.221 units of housing
Turn-over: €549 million in rental income
Asset overview:
2.147 dwellings delivered
3.738 dwellings under construction
1.782 dwellings sold
Intermediate housing program (see appendix b) :
15.188 dwellings ordered at the end of 2016 on 3 different investment
vehicles (i.e., 441 residential projects)
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Recent achievements:
Between 2010 and 2016, almost 20,000 dwellings were delivered (including 2,147 units in 2016).
Consolidation of the 13 ESH investments owned by SNI into ADESTIA (holding).
Hemisphère Fund (€200 million): In order to create a new range of emergency accommodation through
the transformation of former hotels; Ampere Gestion (Asset manager) and Adoma (Property manager)
launched a new long-term real estate fund.
Social housing in the Overseas departments: SNI has been mandated by the French government to create
or renovate 10 000 dwellings over the next 5 years. During this period, SNI will hold a call option to acquire
a majority stake in the 6 overseas social housing entities (more than 60.000 dwellings)
Group strategic focuses:
Since 2014 SNI has been focusing on the development and construction of 12,000 units of intermediate
housing
Extensive program of sales designed around the plan and based on criteria such as geographical
attractiveness or management, demographic or financial ratios… generating strong capital gains
Strategic focuses
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Section 2:
A secure business model
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SNI mainly operates in areas where
demand for housing is strong
owned by SNI
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SNI boasts very low vacancy rates and
rental arrears
Vacancy rates under 2% in 2016, as a result of an ambitious action plan to rent vacant units.
The proportion of outstanding rents has steadily decreased, reaching a very low level at the end
of 2016 (0.74%).
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Energy efficiency
• Strong building maintenance policy: annual
expenditure is over 9% of rents, plus capex
• Sustainable & green development: through an
ambitious, multi-annual works programme, the
average energy consumption of SNI Group has
already been cut by 25% in 8 years (2008-2016).
Proportion of deliveries certified « Habitat &
Environnement » ensuring :
- A or B environmental performance
- Low energy consumption
- Better acoustic insulation
- Use of high quality materials.
As well as cutting energy consumption, the
multi-annual works programme has helped
reduce average emissions.
To preserve bio-diversity, 68% of the new
projects are in « non-urban sprawl » zones .
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Section 3:
Financial overview
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Strong profitability
Key figures for 2016 :
Net Rental Income : € 516M. Growth of c.3% p.a.
Capex (net of subsidies) : € 411M
Net income : € 118,3 M (average of 126 M€ over the last 4 years)
ROE: 7.7%
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Strong financial ratios
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Conservative LTV calculations
Despite strong development, LTV remained stable at 44% in 2016.
The high real asset value of SNI’s portfolio is based on conservative inputs in
terms of profitability and value per square meter. The valuation method has
been audited and approved by CDC’s Risk Committee.
Fair value of assets in € M :
Valuation method
1- Asset value < 2.5M€ => Internal valuation using discounted cash flows, local market benchmarks
2- Asset value > 2.5M€ => External valuation performed by a firm of independent appraisers, Cushman & Wakefield
2014 2015 2016
6 737 7 080 7 207
ASSET LIABILITIES
31/12/2016
6 988 M€ 6 988 M€
Investment Property
4 782 M€
Other Assets
2 206 M€
Equity
1 648 M€
Debt
3 900 M€
Other liabilities
1 440 M€
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SNI’s liquidity is structurally strong and safely invested
Cash (incl. liquid securities) amounted to EUR 588M at year-end 2016 (balance-sheet
position)
Cash is mainly invested in money market funds Gross return 2016: 2.72%.
SNI has implemented regulated cash pooling agreements with its subsidiaries:
1. investment management mandates are documented in accordance with the French
Monetary and Financial Code (code monétaire et financier)
2. SNI’s liquidity position is ring-fenced in line with social housing funding needs
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Section 4:
Funding policy and risk management
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A very long debt maturity profile
• The long debt maturity profile matches SNI’s
long-term asset portfolio
• Amount of debt as of 31/12/2016 : € 3.7 billion
Average maturity : 18 years
• Forecast capital redemption limited to EUR 172
M on average over next 15 years
• Thanks to the strong credit risk profile, the
refinancing risk has been eliminated by issuing
very long term debt
• Undrawn and committed credit lines (up to EUR
264 M),
• Resilient excess cash position (over €600 M on
average in 2016) . Since 2012, SNI has provided
a liquidity pool to ensure the redemption of
private placements.
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Strategic start in capital markets
• Strategy: secure loans and access to
capital markets
2016, stable Fitch rating (AA-/F1+)
CDC DFE is the 2nd largest debt provider
Since 2012: full compliance with
International Financial Reporting Standards
(IFRS)
• 2016 new transactions in capital
markets:
EUR € 160M unsecured – NSV
Average maturity: 18 years (from 14 to 50Y)
Well-diversified bank pool
CDC-DFE
15%
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Strict hedging policy for liabilities
SNI’s interest rate hedging policy aims to
keep long-term interest payments constant,
thereby protecting SNI against changes in
variable rates
Micro hedging - (IFRS 9): SNI aims to
maintain hedging positions until the
underlying debt matures, i.e., these
transactions are not speculative investments
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SNI: decreasing reliance on secured debt
Since 2004, mortgage collateral has declined in importance
Mortgages (10.4%) are strictly limited to specific regulated social housing funding
More than 70% of total indebtedness is covered by a CDC ownership clause : 51%
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The European Investment Bank (EIB)
2 recent loans
- SNI : € 500M committed in 2015 to finance the 12 000 intermediate dwellings
directly developed by the SNI
- ADESTIA (100%-owned by SNI) : € 200M being negotiated to strengthen the
equity of the ESHs, to contribute to the development of social housing and to improve
the quality of the existing social housing stock.
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1- Strong credit rating: rated AA- by Fitch Ratings, SNI is firmly integrated within the French public sector and CDC’s long-term strategy thanks to its status, ownership, governance and mission
2 – Sustainable business model: a public-sector real estate company operating in the social, intermediate and private housing sectors and generating secure, stable and predictable cash flows
3 - Financial strength, steady income: strong profitability, prudent liquidity management
4 - Funding strategy: loan secure debt and capital markets
Conclusion & highlights
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Appendices
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a – Non-consolidation of the Social Housing Entities
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CNC (French national accounting body) ruling No. 2011-E of 4 July 2001 states that social housing entities (ESH) may not be consolidated:
Social housing entities’ assets may be transferred or sold only to another social housing entity subject to government authorization,
Dividend payments are tightly regulated,
Share prices are strictly controlled.
However, SNI closely supervises ESH’s activities and strategic priorities through its presence on their boards and committees.
In terms of financial support, SNI’s strategy is to rely on the ESH’s financial autonomy and existing guarantee mechanisms:
SNI’s internal stress tests show that a pause in property development translates into a strong and rapid improvement in the ESH’s financial position,
Housing sales programs and cash pooling arrangements between ESHs are organized under SNI’s control,
Approximately 75% of the ESH’s debt is guaranteed by local authorities.
Social housing entities (ESH) are not included in the consolidated scope
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b – Focus on the Intermediate Housing project
Targeting the demand in urban areas
Intermediate housing projects integrated into mixed programmes
Acquisition of new housing units only through “VEFA”
contracts (“Vente en l’Etat Futur d’Achèvement”), i.e.
forward purchase programmes (“off-plan”):
‒ No risk on building costs
‒ Construction started after 1st January 2014
Wholly-owned buildings
Integration within mixed programmes
‒ 25% of social housing within the total programme (not
acquired by the fund)
‒ Developers will retain a certain amount of risk to ensure
alignment of interests
1
Housing adapted to tenants’ needs
Housing adapted to tenants and to social and demographic
trends: majority of 2-room and 3-room units
Compact floor areas: 54 sqm on average
Maximum of one parking space per unit in order to minimize vacancy
2
Housing that complies with high construction and energy performance standards
Property developers required to comply with tender specifications specifically defined by SNI
‒ Selection of projects based on certification criteria to guarantee construction quality (acoustics, energy
performance, accessibility, etc.) and sustainability
Energy performance equal or higher than the “RT 2012” standard
3
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The intermediate housing plan: focus on high-
demand areas in France
Areas selected in the Investment proposal Description of targeted investments
Selection of cities where the residential market is the largest in
terms of Abis, A and B1 areas covering:
‒ 1 % of the French territory
‒ 25% of the French population
‒ 42% of French demographic growth potential over the next 20
years
Areas selected based on economic and demographic criteria: Gap
between market rents and social rents
‒ Average income of inhabitants
‒ Gap between market rents and social rents
‒ Demographic prospects
‒ Housing supply (current and projected)
Areas Location Rent ceilings
Abis Paris and inner suburbs €16.82/sqm/month
A
Paris outer suburbs /
French Riviera from
Montpellier to Menton /
Geneva suburbs / Lille /
Lyon
€12.49/sqm/month
B1 Other cities with over
250,000 inhabitants €10.06/sqm/month
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Development pipeline: 35,000-unit intermediate housing development plan
Key points of the investment
Investments focused in supply-constrained areas
Secured and indexed rents
Discount of 20% at acquisition
Formats adapted to needs
Geographical distribution : Paris, Paris suburbs and selected locations in major regional metropolitan
areas outside of the capital.
Selection of locations based on micro-local external studies and on SNI’s track record in managing its
intermediary housing portfolio.
Retention by the property developers of a part of the risk
Average gross rental profitability : 4.5%
Investment in locations where there is a minimum 12%-15% gap between applicable rent and market
rents, with an intermediary rent ceiling to take account of :
minimal vacancy risk
secured indexation over the entire business plan period
Acquisition at negotiated price : discount of approximately 20% over market rents in selected areas
Investment mostly in 2-3 room housing units in line with the identified long-term needs of the
French population
Energy efficiency : compliant with European Directive 2010/31/UE (< 50 Kwh/m² PE)
Regulatory benefits and obligations
Reduced VAT : 10% (versus 20% normally)
Exemption from property tax : 20 years
50% of assets have to be kept for at least 10 years , 15 years for the remainder
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The Intermediate Housing funding framework
Private investors fund
(18 institutional investors –
mainly insurance companies)
FLI
€ 690M
A single investor :
the French State through a real
estate investment scheme
(OPCI)
€ 1,315M
SNI
€ 1,350M
• Deutsche Hypo : € 120M
• CDC DFE : € 190M
• Crédit Agricole : € 70M
• BNP Paribas : € 100M
EIB : € 500M
(Junker Investment Plan)
EIB: € 500M
Funding
requirement
Already
Identified
Still needed Complementary financing :
€ 210M
€ 850M over a
5-year period through NSV or
Long Term Debt
4 – 5 years NSV
(private equity)
€ 787M
Key features
• Equity raised: €1,045m
• Financing (40% LTV): €690m
• Investment capacity: €1,735m
• Targeted portfolio: 10,000
units of housing
• Equity: €1bn
• Financing (57% LTV): €1,315m
• Investment capacity : €2.315m
• Targeted portfolio: 13,000 units
of housing
• Additional equity: €900 M
• Financing (60% LTV) €1,350m
• Investment capacity : €2,250m
• Targeted portfolio: 12,000 units of
housing
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Global overview of intermediate housing
operations under contract
Intermediate housing investment overview
31/12/2016
Localisation FLI SOLINTER SNI TOTAL
Zone A 60% - 2612 dwellings 69% - 1216 dwellings 73% - 1764 dwellings 66% - 5592 dwellings
Zone Abis 8% - 355 dwellings 8% - 140 dwellings 7% - 158 dwellings 8% - 653 dwellings
Zone B1 32% - 1376 dwellings 23% - 415 dwellings 20% - 496 dwellings 26% - 2287 dwellings
4 343 1 771 2 418 8 532
Typology
Average nb of dwellings for one operation 33 dwellings 30 dwellings 37 dwellings 33 dwellings
Average size 57 m² Ha 56 m² Ha 56 m² Ha 57 m² Ha
Average rent 12,27 €/m²/month 12,33 €/m²/month 11,91 €/m²/month 12,18 €/m²/month
Off-plan average price 3072 €/m² 3154 €/m² 2992 €/m² 3066 €/m²
Market positionning
Discount from average off-plan price -26,6% -20,5% -18,6% -23,2%
Discount from average market rent -13,0% -13,5% -13,0% -13,1%
Average gross return 4,79% 4,69% 4,78% 4,77%
Invest target : 4,8% EIB : 4,5% EIB : 4,5%
Operations under contract and already delivered
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c - Corporate Social Responsibility
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Corporate Social Responsibility
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Corporate Social Responsibility
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Useful links
www.groupesni.fr/
www.finance-groupesni.fr/
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Disclaimer
This document is provided confidentially, for informational purposes only and may not be reproduced, transmitted or disclosed in whole or in part to any other
person. This document should in no way be considered as a solicitation, an invitation or an offer to purchase or subscribe for any securities issued by SNI. It cannot be
considered (wholly or partly) as a basis for any contract or any commitment. Accordingly, it does not treat the specific investment objectives, financial situation or particular
needs of any recipient. You should seek your own advice on legal, regulatory, tax, financial, investment or accounting issues to the extent that you think it necessary to make
your own choice of investment, hedging and trading (including decisions relating to the suitability of an investment in SNI securities) based on your own analysis and not on
any opinion expressed in this document.
The accuracy, timeliness, completeness or suitability of the information or opinions contained in this document are not guaranteed and may not serve as the basis for any
purpose whatsoever. Neither SNI, nor its affiliates, advisors or agents shall be liable for any reason (negligence or other) for any loss arising from the use of this document or
its contents or any other consequences associated with its use.
Some information in this document is forward-looking in nature, including information on projects, plans, goals, strategies, future events, profits or future earnings, capital
expenditure, funding needs, plans or intentions relating to acquisitions, competitive advantages and weaknesses and business strategies of SNI, as well as developments
that SNI anticipates taking into account in the industrial, political and legal environment in which it operates and any other information that is not historical in nature.
By their nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and there is a risk that predictions, forecasts, projections and
other forward-looking statements will not be realized. SNI does not guarantee that these forecasts will materialize. These statements constitute, in each case, only one of
many feasible scenarios and should in no way be considered as the most likely outcome.
These statements are valid as of the date on which they are prepared. Any opinion expressed in this document is subject to change without notice and SNI does not take
responsibility for updating or revising any forward-looking information, resulting from new information, future events or any other facts.
This document does not constitute a prospectus under implementing Directive 2003/71/EC (the “Prospectus Directive ") applicable in each member state of the European
Economic Area (each, a "Member State"). This document is not intended to be distributed in any member state concerned except to (i) corporations authorized or regulated
to operate in the financial markets or legal entities whose corporate purpose is solely the investment in transferable securities, or ( ii ) any legal entity which meets two of the
following three criteria: (1) an average greater than or equal to 250 employees during a given period, or in Sweden during the past two years , (2 ) total assets exceeding 43
million euros, and (3 ) an annual net turnover exceeding 50 million euros as reported in the most recent annual company-only or consolidated accounts.
In the United Kingdom, this document shall be distributed and addressed only to ( a) persons who have professional experience in matters relating to investments in
accordance with Article 19 (1 ) of the Financial Services and Markets Act 2000 (the " FSMA ") (Financial Promotion) Order 2005 or ( b) to high net worth entities in
accordance with Article 49 (1) of the Order, and other persons to whom it may lawfully be communicated or ( c) qualified investors within the meaning of Rule s86 (7) of the
FSMA (all such persons forming the "Eligible Persons"). The securities to which this document relates shall be available only to eligible persons, and any invitation, offer or
commitment to subscribe, purchase or acquire such securities is only available to or may only bind eligible people. Any person who is not an eligible person should not act or
rely on this document or its content.
Neither this document nor a copy of it may be distributed or transmitted, directly or indirectly, in the United States of America or to a U.S. citizen (as defined in Rule 902 of
Regulation S of the Securities Act of 1933, as amended [the " Securities Act " ] ) .
The distribution of this document may in certain jurisdictions, be restricted by law and persons receiving it must seek information on and observe such restrictions. Failure to
comply with these restrictions may constitute a violation of local regulations from these other jurisdictions.
Neither this document nor any copy of it may be kept in your possession, reproduced, redistributed or published, in whole or in part to any other person.
By attending this presentation you agree to be bound by the foregoing limitations.