PATRIZIA & GBW AG. Additional information to the Ad hoc announcement dated April 8, April 8, 2013

Transcription

1 PATRIZIA & GBW AG Additional information to the Ad hoc announcement dated April 8, 2013 April 8, 2013 PATRIZIA Immobilien AG PATRIZIA Headquarters Fuggerstraße Augsburg T +49/8 21/ F +49/8 21/ [email protected]

2 Executive Summary (1) BayernLB has decided to accept the offer by a PATRIZIA-led investor consortium to acquire GBW AG This marks the end of a competitive, international bidding process as a consequence of an EU-ruling requiring BayernLB to sell its shares in its residential real estate company Share deal comprises entire legal entity GBW AG with all its subsidiaries, assets and employees Around 32,000 residential units as of December 31, employees as of December 31, 2012 GBW AG will remain a stand-alone entity Gross purchase price: EUR 2,453mn (on enterprise value basis and for 100% of the GBW AG shares) Equity purchase price will be financed with 100% equity Existing debt to remain in place, will be partially repaid with additional equity 2

3 Executive Summary (2) Acquisition of 96.52% of all shares on day one Thereof 91.93% from BayernLB, 1.62% from DKB and 2.97% from a private investor Closing of the transaction remains subject to approval by the German Cartel Office ( Bundeskartellamt ) Closing expected shortly after GBW AG s Annual General Meeting on May 15,

4 PATRIZIA s declared strategy is to become one of the leading Real Estate Investment Managers in Europe GBW AG A PERFECT FIT FOR PATRIZIA S STRATEGY Major increase in Assets under Management (AuM) to EUR 10bn Substantial increase in recurring management fee income for the lifetime of the investment Limited use of own equity Following the successful acquisition of LBBW Immobilien (now SÜDEWO GmbH) last year, this transaction gives PATRIZIA further access to very solvent financial institutions that had traditionally not been active in this market Composition of investor consortium is a blue print for other sizeable investment opportunities to come 4

5 The Role of PATRIZIA (1) ROLE OF PATRIZIA TO DATE PATRIZIA raised more than EUR 1.1bn of equity from German and international institutional investors over the last 9 months Investor group consists of 27 blue-chip European and German pension funds, insurance companies and savings banks 9 out of 13 investors of the LBBW Immobilien consortium have also committed equity to the acquisition of GBW AG, underlining PATRIZIA s successful track record Structured and negotiated the acquisition of GBW AG Led and coordinated due diligence Conducted market research, property and technical due diligence 5

6 The Role of PATRIZIA (2) GOING FORWARD Representing investors on the Supervisory Board Defining and implementing business plan Monitoring business plan and establishing state-of-the-art reporting system The business plan consists of: bringing rents to market level state-of-the-art asset and portfolio management implementing an efficient financing structure establishing profitable real estate trading business Acting as sales agent 6

7 Financial Aspects PATRIZIA WILL GENERATE SUBSTANTIAL FEE INCOME FROM THIS TRANSACTION PATRIZIA s Assets under Management (AuM) will increase from EUR 7.5bn to EUR 10bn Hence, PATRIZIA has achieved its 2015E strategic target AuM of EUR 10.0bn way ahead of schedule PATRIZIA will contribute capital of approx. EUR 58mn PATRIZIA will receive: Acquisition fee customary for transactions of this size and complexity (financial year 2013) Recurring asset management fee Annual as well as an exit performance fee subject to the achievement of certain hurdle rates Return on its equity investment The transaction will become legally effective in May 2013 at the earliest Hence, management fee will be on a pro-rata basis in financial year

8 The Attractiveness of GBW AG GBW S HOUSING STOCK IS AMONG THE BEST RESIDENTIAL PORTFOLIOS IN GERMANY Approx. 32,000 residential units Good tenant structure Low vacancy rate of 1.5% (residential) as of December 31, 2012 Low fluctuation rate (9.4% for 2012) All residential units are located in Bavaria, one of the most attractive German federal states for residential real estate due to high population growth, rising number of households, stable rental and valuation levels as well as strong economic backdrop Unique opportunity to acquire sizeable high quality portfolio: residential properties in Bavaria are attractive, but very difficult to get hold of due to limited supply and fierce bidder competition 8

9 All of GBW s residential units are located in Bavaria FOCUS ON BAVARIA 100% of GBW s residential units are located in the federal state of Bavaria, one of Germany s most attractive residential markets C. 25% of residential units located in Munich, c. 33% in Greater Munich Area C. 49% of the portfolio value located in Greater Munich Area Top 5 Locations GBW Portfolio GEOGRAPHIC PORTFOLIO SPLIT Greater Munich Area 33,4% Nuremberg 9,3% Erlangen 7,0% Regensburg 4,5% Landshut 3,9% Other Bavaria 41,8% Note: Greater Munich Area includes districts of Munich, Dachau, Ebersberg, Freising, Fürstenfeldbruck and Starnberg 9

10 Residential Market Bavaria (1) VACANCY RATES % (MULTI FAMILY HOUSING) SHARE OF MULTI FAMILY HOUSING SALES IN GERMANY % Federal state HH BY BW HE SH BE HB RP NW NI SL MV TH BB SN ST BAYERN 0% 2% 4% 6% 8% 10% Anteil Portfolioverkäufe (Erstverkäufe) 25% 20% 15% 10% 5% HH TH SH HB BB ST SL MV German residential market with low vacancy risk, especially in Bavaria Over the last decade, portfolio transactions were underrepresented in Bavaria Share of portfolio sales (primary) BE SN RP HE NI 0% 0% 5% 10% 15% 20% 25% BW BY Share of multi family housing stock Source: Techem/Empirica, BBSR, PATRIZIA, Destatis 10

11 Residential Market Bavaria (2) NUMBER OF HOUSING COMPLETIONS IN BAVARIA DEMOGRAPHIC DEVELOPMENT IN BAVARIA Units Units Single/Double Family Homes Population Households ('000) Source: Federal Statistics Bureau, PATRIZIA 11

12 Social Charter BINDING SOCIAL CHARTER FOR NEXT 5 YEARS COMPLIANCE TO BE CERTIFIED BY ACCOUNTANTS TENANTS Rent increase of max. 15% for non-subsidized portfolio over next 3 years Rent increase of max. 3.0% p.a. plus inflation rate on average over non-subsidized portfolio thereafter Minimum spend on Repairs and Maintenance of EUR15.00/sqm residential space p.a. No termination of rental contracts for personal use ( Eigenbedarf ) over the next 10 years No termination of rental contracts if tenants are older than 60 years No luxury renovations without consent of tenant within first 5 years Right-of-first-refusal for municipalities in case of property sales in first 3 years (except for sales to tenants/owner-occupiers) Social charter will be assured to tenants by individual contracts signed in manuscript EMPLOYEES/PORTFOLIO No termination of bargaining agreements in next 5 years Continuance of traineeship programs Maximum of 1,500 residential unit sales p.a. (non-utilized annual disposal volume can be used in following years) and single unit re-sales of max. 3% p.a. based on total property stock 12

13 Contact Details ARWED FISCHER CFO PATRIZIA Immobilien AG PATRIZIA Bürohaus Fuggerstraße Augsburg MARGIT MILLER HEAD OF IR PATRIZIA Immobilien AG PATRIZIA Bürohaus Fuggerstraße Augsburg VERENA SCHOPP DE ALVARENGA MANAGER IR PATRIZIA Immobilien AG PATRIZIA Bürohaus Fuggerstraße Augsburg T F M [email protected] T F M [email protected] 13

14 Disclaimer This publication is purely for general information and not a prospectus. The information contained in this report is based on publicly available sources that we believe to be reliable. We cannot guarantee the correctness or completeness of information. All statements of opinion reflect the current estimations of the author and do not necessarily reflect the opinion of PATRIZIA Immobilien AG or its associated companies. The opinions expressed in this publication may change without prior notice. The research reports and presentations ( analyses ) produced by PATRIZIA Immobilien AG contain selected information and cannot be regarded as complete and correct. The analyses are based on publicly accessible information and data ( information ), which are regarded as reliable. However, PATRIZIA Immobilien AG has not verified the correctness or completeness of the information and does not accept any liability for this. PATRIZIA Immobilien AG will not bear liability for any damage arising from incomplete or incorrect information, and PATRIZIA Immobilien AG will bear no liability for direct and/or indirect damage and/or secondary damage. In particular, PATRIZIA Immobilien AG will bear no liability for statements, projections or other details contained in these analyses relating to the companies examined, their associated companies, strategies, economic, market and/or competitive position, legal conditions etc. Although the analyses are produced with the greatest care, the possibility of errors or incompleteness cannot be eliminated. PATRIZIA Immobilien AG, its shareholders and employees bear no liability for the correctness or completeness of the statements, estimations, recommendations or conclusions derived from information contained in the analyses. If an analysis is provided as part of an existing contractual relationship, e.g. financial consultancy or a similar service, liability of PATRIZIA Immobilien AG is limited to gross negligence and intent. If fundamental information is omitted, PATRIZIA Immobilien AG shall be liable for simple negligence. The liability of PATRIZIA Immobilien AG to compensate for typical and foreseeable damage is limited according to the extent of the damage. The analyses do not represent an offer, or an invitation to submit an offer for the purchase or sale of a property, a property portfolio, a security or any other investment commitment. The opinions contained in the analyses may change without prior notice. All rights reserved. PATRIZIA Immobilien AG has taken internal organization and regulative precautions to avoid possible conflicts of interest and to disclose these when they arise. 14