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Creating the leading pan-European pure retail property company July - - PowerPoint PPT Presentation

Creating the leading pan-European pure retail property company July 29, 2014 DISCLAIMER This document has been prepared by Klpierre (the Company) solely for use at the presentation of July 29, 2014. This document is not to be reproduced


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Creating the leading pan-European pure retail property company

July 29, 2014

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DISCLAIMER

This document has been prepared by Klépierre (the “Company”) solely for use at the presentation of July 29, 2014. This document is not to be reproduced nor distributed, in whole or in part, by any person other than the Company. The Company takes no responsibility for the use of these materials by any person. The information contained in this document has not been subject to independent verification and no representation, warranty or undertaking, express or implied, is made as to, and no reliance may be placed on, the fairness, accuracy, completeness or correctness of the information or opinions contained herein. None of the Company, its shareholders, its advisors or representatives nor any other person shall have any liability whatsoever for any loss arising from any use of this document or its contents or otherwise arising in connection with this document. This document does not constitute an offer to sell or an invitation or solicitation of an offer to subscribe for or purchase any securities, and this shall not form the basis for or be used for any such offer or invitation or other contract or engagement in any jurisdiction. Certain statements included in the registration document contain forward-looking statements with respect to future events, trends, plans or

  • bjectives. The information, assumptions and estimates that were used to determine these objectives are subject to change or

modification due to economic, financial and competitive uncertainties. Furthermore, it is possible that some of the risks described in this document could have an impact on the Company’s ability to achieve these objectives. Accordingly, the Company cannot give any assurance as to whether it will achieve the objectives described, and makes no commitment or undertaking to update or otherwise revise this information. No assurance is given as to the fairness, accuracy, completeness or correctness of the information or opinions contained in this document. In case of any discrepancies between the information contained in this document and the registration document, the latter will prevail. The “Proposed” or “Projected” Transaction discussed in this document refers to the proposed business combination with Corio. A merger agreement has been signed on July 29, 2014 on this transaction. The Projected Transaction remains subject to a number of conditions; there is no assurance that such transaction will be completed in accordance with the terms outlined in this document, within any particular timeframe, or at all. July 29, 2014

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TABLE OF CONTENTS

  • 1. KEY TRANSACTION HIGHLIGHTS
  • 2. LEADING PAN-EUROPEAN PURE RETAIL PROPERTY

COMPANY

  • 3. CONCLUSION
  • 1. KEY TRANSACTION HIGHLIGHTS
  • 2. LEADING PAN-EUROPEAN PURE RETAIL PROPERTY

COMPANY

  • 3. CONCLUSION
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KEY TRANSACTION HIGHLIGHTS

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Creating the leading pan-European pure retail property company

  • Significant scale-up of footprint in Continental Europe

Enlarged platform of 182 shopping destinations Combined property portfolio with a Gross Asset Value of more than €21bn and 2013 combined Net Rental Income of over €1.2bn (1)

  • Opportunity to capture significant embedded growth

Recent upgrading of Klépierre portfolio, supported by Simon Property Group, will enable acceleration of Corio’s transformation plan Active re-tenanting and retail management strategy Acceleration of portfolio refocus and development pipeline of over €3bn

  • Value creating transaction with potential run-rate synergies of c. €60 million

Immediately accretive transaction

  • Best-in-class financial profile

Combined market capitalization of more than €10bn, highly liquid investment vehicle (2) Strong credit profile with a combined LTV of c. 40%

  • Unanimously approved by Klépierre and Corio Executive and Supervisory Boards and fully

supported by key shareholders of both companies

APG, which owns 30.6% of Corio, has agreed to irrevocably tender its shares Full support of Klépierre’s main shareholders: Simon Property Group (29.4%) and BNP Paribas (21.7%) (3)

July 29, 2014

(1) Based on companies’ 2013 reported figures (2) Based on market closing prices as of as of July 28, 2014 (3) Excluding treasury shares as of June 30, 2014

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Key terms of the contemplated transaction

Attractive financial terms Governance Transaction features Timeline

  • Public exchange offer initiated by Klépierre for 100% of Corio, potentially followed by

cross-border merger

  • 1.14 Klépierre shares offered for each tendered Corio share
  • 15.6% premium on Corio spot share price as of July 28, 2014 and 15.5% premium on

Corio 1 month VWAP (based on respectively Klépierre’s spot and VWAP)

  • Immediately accretive to earnings and dividends for Klépierre shareholders
  • Strong balance sheet and access to capital maintained
  • After completion of the transaction, Klépierre Supervisory Board will have 10 members, 3
  • f whom proposed by Simon Property Group, 1 by APG, 1 by BNP Paribas, and 5

independent directors (1 designated by Corio)

  • 4-member Executive Board (1 designated by Corio)
  • Combined entity Chairman of the Supervisory Board: Mr. David Simon
  • Minimum acceptance level of 95% of the issued share capital of Corio, which will be

reduced to 80% if the Corio EGM approves cross-border merger

  • Positive vote of 66.67% required at Corio EGM for cross-border merger to follow the offer
  • SIIC and FBI regimes for Klépierre and Corio expected to be maintained
  • Listing on Euronext Paris and Euronext Amsterdam
  • Corio H1 2014 results, August 6, 2014
  • Klépierre and Corio shareholders meetings expected in Q4 2014
  • Offer expected to be launched in Q4 2014
  • Closing expected in 1st quarter of 2015

July 29, 2014

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LEADING PAN- EUROPEAN PURE RETAIL PROPERTY COMPANY

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Klépierre franchise enhanced across Europe

Klépierre (1) (June 2014) Corio (June 2014) Combined

  • No. of countries covered

13 + 7 (2) 16

  • No. of shopping centers

125 + 57 182 Total footfall (million) 750 + 400 1,150 Total GLA (million sqm) 2.8 + 1.7 4.5 Gross Asset Value (100% share) (3) €14.0bn + €7.3bn €21.3bn

Significant scale-up of footprint in Continental Europe

Leading pan-European retail pure player

Gross asset value (€bn)

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26,8 21,3 9,2 8,3 7,9 5,1 3,3 2,7 2,5 6,8 6,2 9,2 0,1

Unibail Rodamco Klépierre + Corio Intu British Land Hammerson Land Securities Deutsche Euroshop Eurocommercial Properties Mercialys Retail properties Other properties

Source: Companies Note: Unibail Rodamco, Klépierre + Corio, Hammerson, Mercialys as of June 30, 2014; British Land, Land Securities, Eurocommercial as of March 31, 2014; Intu as of December 31, 2013; Deutsche Euroshop as of December 31, 2013, property investments and equity participation; GBP/EUR FX rate of 0.8, 0.826 and 0.83 for June 30, 2014, March 31, 2014 and Dec 31, 2013 respectively

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(1) Pro forma of Swedish disposals (5 assets) (2) Corio’s reporting is based on 6 countries as its single asset in Portugal is reported under Spanish division (3) Total share including transfer duties

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# 2 # 2 # 1 # 1 # 1

13 assets 415k sqm GAV: €1.8bn

13 assets (€1.8bn)

Klépierre Corio (2)

The Netherlands: # 1

France 39% Nordics 17% Italy 16% The Netherlands 9% Iberia 6% Germany 5% CEE / Greece / Turkey 8%

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A pan-European footprint with leading positions in main countries

Legend:

Klépierre presence Corio presence Klépierre and Corio presence

182 shopping centers in 16 countries 182 shopping centers in 16 countries

Combined GAV by geography

12 assets 264k sqm GAV: €1.5bn 35 assets 969k sqm GAV: €6.6bn

47 assets (€8.1bn)

Klépierre (1) Corio (2)

France / Belgium: # 2

10 assets 318k sqm GAV: €1.8bn 28 assets 324k sqm GAV: €1.5bn

38 assets (€3.3bn)

Klépierre Corio (2)

Italy: # 1

10 assets 169k sqm GAV: €0.6bn 13 assets 278k sqm GAV: €0.7bn

23 assets (€1.3bn)

Klépierre Corio (2)

Iberia: # 2

5 assets 255k sqm GAV: €1.0bn

5 assets (€1.0bn)

Klépierre Corio

Germany

20 assets 699k sqm GAV: €3.4bn

20 assets (€3.4bn)

Klépierre Corio

Nordics: # 1

7 assets 250k sqm GAV: €0.5bn 29 assets 506k sqm GAV: €1.1bn

36 assets (€1.6bn)

Klépierre Corio

CEE / Greece / Turkey

Source: Data refers to shopping malls only. JV assets are accounted for in GLA at Klépierre and Corio’s share. Total share is retained for GAV calculation, including transfer duties Note: Corio figures relate to the 57 shopping centres (1) Excludes Klémurs; (2) Adjusted to consider property disposals completed by Corio in 2014

July 29, 2014

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Top 24 assets (1/2) - 41% of combined total share asset value

Val d’Europe (Paris region, France) 16 M visitors 98,000 sqm

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Blagnac (Toulouse, France) 7 M visitors 48,000 sqm Hoog Catharijne (Utrecht, Netherlands) 26 M visitors 89,500 sqm

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Grand Littoral (Marseille, France) 12 M visitors 110,500 sqm Akmerkez (Istanbul, Turkey) 9 M visitors 33,200 sqm Emporia (Malmö, Sweden) 6 M visitors 68,000 sqm

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Porta di Roma (Roma, Italy) 19 M visitors 130,000 sqm

3

Boulevard Berlin (Berlin, Germany) 11 M visitors 87,100 sqm Le Gru (Torino, Italy) 13 M visitors 78,500 sqm

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Créteil Soleil (Paris region, France) 18 M visitors 126,000 sqm

1

Field’s (Copenhagen, Denmark) 7 M visitors 91,000 sqm

4

Campania (Napoli, Italy) 11 M visitors 108,000 sqm

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Klépierre asset Corio asset

July 29, 2014

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Jaude (Clermont-Ferrand, France) 10 M visitors 40,900 sqm Brunn’s Galleri (Aarhus, Denmark) 11 M visitors 25,600 sqm

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Claye-Souilly (Paris region, France) 6 M visitors 61,200 sqm Arcades (Paris region, France) 17 M visitors 63,000 sqm

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L’esplanade (Brussels region, Belgium) 8 M visitors 55,700 sqm

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Grand Place (Grenoble, France) 13 M visitors 94,100 sqm Nový Smíchov (Prague, Czech Republic) 19 M visitors 58,200 sqm St.Lazare Paris (Paris, France) 0.5 M daily visitors 11,900 sqm

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Rives d’Arcins (Bordeaux, France) 6 M visitors 53,000 sqm

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La Gavia (Madrid, Spain) 13 M visitors 82,800 sqm

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Odysseum (Montpellier, France) 6 M visitors 71,800 sqm Alexandrium (Rotterdam, Netherlands) 9 M visitors 108,000 sqm

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Top 24 assets (2/2) - 41% of combined total share asset value

Corio asset

July 29, 2014

Klépierre asset

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1. Greater Paris Area 2. The Netherlands 3. Southern Scandinavia 4. Northern Italy 5. South of France

1 2 3 4 5

July 29, 2014

1 3 2 5 4

Legend:

Klépierre presence Corio presence Klépierre and Corio presence

Reinforced footprint in key strategic regions

Canary Islands

  • Wider coverage of regions and cities offering favorable demographic growth dynamic, high

purchasing power and strong barriers to entry

  • Additional spots in capital cities and popular tourist destinations: Algarve, Barcelona, Berlin,

Budapest, Istanbul, Madrid, Prague, Rome, Tenerife, Warsaw MUST-HAVE DESTINATIONS FOR LEADING INTERNATIONAL RETAILERS

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Capturing additional rental growth by leveraging best practices and know-how

Consistently deploy active leasing strategy on a broader platform Share best practices in marketing Accelerate portfolio refocus

  • n best assets

Upgrade portfolio through development of leading assets

  • Accelerate cash flow growth
  • Proven benefit from Simon Property Group best practices
  • Property-by-property approach focused on increasing

franchise value

  • Anticipate trends to accelerate re-tenanting
  • Roll out advanced marketing initiatives
  • Innovative digital solutions
  • Enhance customer pathway
  • Non-core asset disposals to fund pipeline
  • Apply best discipline in capital management
  • Selective approach by project
  • Enhanced by Klépierre’s and Corio’s ability to create

additional rents

July 29, 2014

1 2 3 4

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Consistently deploy active leasing strategy on a broader platform

Refresh and update merchandising mix on an asset-by-asset basis, based on asset’s catchment area

Offer best-performing retailers the most suitable format Accelerate cross-country fertilization of international retailers Favor expansion of new retail concepts A KEY PARTNER IN RETAILER OUTPERFORMANCE

July 29, 2014

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Consistently deploy active leasing strategy on a broader platform

Recent achievements

  • Use mall as a medium for brand communication
  • Expand exclusive brand events to additional

shopping destinations

  • Take advantage of temporarily vacant spaces

Leverage on specialty leasing and brand venture

L’esplanade, Louvain-la-Neuve (Belgium) (Klépierre) Grand Littoral, Marseille (France) (Corio)

  • Zara and H&M extended their space
  • New flagships signed with Mango,

Bershka and Starbucks

  • CDAC granted for Multiplex cinema

July 29, 2014

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Share best practices in marketing

  • Develop unique and unforgettable animations

Enrich customer experience

  • Pursue the rollout of innovative digital marketing solutions across

shopping centers

  • Connect all shopping centers and devices to a unique digital platform
  • Customer-centric approach to increase footfall and prolong customer visits

Upgraded customer path and enhanced loyalty programs Improved sense of well being (Club lounge and break areas) Recreational atmosphere (Exclusive Curiosity Room concept, interactive floor for kids, etc.)

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Roll out advanced marketing initiatives & innovative digital solutions

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Accelerate portfolio refocus on the best assets

  • Companies to continue targeted disposal plans
  • Combine knowledge to accelerate portfolio refocus on core assets
  • Strong balance sheet maintained to fuel development opportunities
  • Strategic investment for Simon Property Group, which will continue to assist in portfolio refocus

Has demonstrated capital management acumen in the past few years

€3.6bn disposed since 2012 Sale prices close to appraised values

Has experience in refocusing portfolio on increasing asset quality

€2.2bn disposed since 2008 31 assets sold in 2013 and 2014

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July 29, 2014

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Hoog Catharijne (Corio) 18

Upgrade portfolio through development of leading assets

Rives d’Arcins (Klépierre) Saint Lazare (Klépierre)

  • Successful transformation of busiest

train station in Paris (realized)

  • Creation of the leading retail hub in

Bordeaux

Recent openings

  • Ambitious project to take advantage of

Utrecht’s train station footfall

On-going developments

Nave de Vero (Corio)

  • Newly developed shopping centre near

Venice covering 38,800 sqm opened with 98% occupancy

Val d’Europe (Klépierre) L’esplanade (Klépierre)

  • Capitalizing on the most successful

development in the Greater Paris Area

  • 30,000 sqm extension focused on

luxury shopping

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  • Proven track record in project selection, management, and leasing
  • More than 350,000 sqm of additional shopping areas targeted by 2018

July 29, 2014

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50% REVENUE SYNERGIES

  • Active re-tenanting
  • Development of specialty leasing
  • Cross-selling opportunities with experienced leasing and asset management teams

50% OPERATIONAL AND FUNDING IMPROVEMENT

  • Releasing new economies of scale through centralized procurement function (cleaning,

safety, and energy)

  • Sharing of best practices
  • Financial savings through gradual refinancing of Corio’s debt, with the benefit of Klépierre’s

better credit profile

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A value creating transaction with c. €60m run rate synergies in 3-5 years

July 29, 2014

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Klépierre Corio (1)

H1 2014 Profit & Loss Net Rental Income (€m) 399 177 Recurring Net Profit (€m) – group share 206 123 Recurring Net Profit (€ per share) (2) 1.05 1.24 FY 2014 guidance Recurring Net Profit (€ per share) (2) 2.03 – 2.05 2.28 – 2.34 Portfolio as of June 30, 2014 Gross Asset Value (€bn) 14.0 7.3 EPRA NAV (€ per share) 30.9 38.2 EPRA NNNAV (€ per share) 28.7 34.9 Credit metrics as of June 30, 2014 Loan-to-value (%) 38% (3) 42% Interest Coverage Ratio (x) 3.5 3.5

Note: Recurring net profit excluding synergies and impact of mark-to-market of Corio debt ; Gross Asset Value in total share including duties, pro forma of Swedish disposals (Klépierre) (1) Figures reported on a preliminary and unaudited basis for Corio (2) Net current cash flow per share for Klépierre; Direct result per share for Corio (3) Adjusted for Swedish disposals

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Key current metrics

July 29, 2014

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CONCLUSION

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Tentative timetable

  • Aug. 6, 2014

Corio H1 2014 earnings

  • Q4 2014

Corio EGM

  • Q4 2014

Klépierre EGM

  • Q4 2014

Beginning of the Offer period

  • Q1 2015

Closing of the Transaction

July 29, 2014

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1. Creation of the leading pan-European pure retail property company 2. Wider footprint of prime shopping destinations in key strategic regions 3. Significant organic growth upside 4. Best-in-class financial profile to seize new opportunities 5. Expected run-rate synergies of c. €60m 6. Immediately accretive transaction 7. Transaction unanimously approved by Klépierre and Corio Executive & Supervisory Boards and fully supported by key shareholders of both companies

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A unique value proposition for both Klépierre and Corio shareholders

July 29, 2014