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1 13/07/2017 GROUPE SNI I 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]

Investor presentation 2017 - finance.cdc-habitat.comfinance.cdc-habitat.com/fileadmin/medias/Espace... · Cash (incl. liquid securities) amounted to EUR 588M at year-end 2016 (balance-sheet

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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

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