Contract
Madrid, 25 xx xxxxx de 2019
En virtud de lo previsto en el artículo 17 del Reglamento (UE) nº 596/2014, sobre abuso de mercados y en el artículo 228, del texto refundido de la Xxx xxx Xxxxxxx de Valores, aprobado por el Real Decreto Legislativo 4/2015 de 23 de octubre y disposiciones concordantes, así como, en la Circular 6/2018 xxx Xxxxxxx Alternativo Bursátil (MAB), VBARE Iberian Properties SOCIMI,
S.A. (la "Sociedad” o “VBARE”), pone en conocimiento el siguiente:
Por la presenta, se adjunta presentación dirigida a inversores en el marco de la ampliación de capital publicada en el BORME el pasado 21 xx xxxxx de 2019 por la que se emitirán 2.238.339 acciones por un valor nominal de cinco euros (5€) más una prima de emisión de ocho euros con cuarenta céntimos (8,4€).
Quedamos a su disposición para cualquier aclaración que pueda ser necesaria.
X. Xxxxx Xxxxxxx del Campo Xxxxxxxxx
Secretario No Consejero del Consejo de Administración VBARE Iberian Properties SOCIMI, S.A.
1
THIS RELEVANT FACT IS A TRANSLATION OF THE SPANISH VERSION. IN CASE OF ANY DISCREPANCIES, THE SPANISH VERSION SHALL PREVAIL.
Madrid, 25 June 2019
Pursuant to the terms set forth in Article 17 of EU Regulation No. 596/2014 with regard to abuse of markets and Article 228 of the Consolidated Text of the Stock Exchange Law, approved by Royal Legislative Decree 4/2015 dated October 23 and other related provisions, as well as Notice 6/2018 of the Mercado Alternativo Bursátil ("MAB"), VBARE Iberian Properties SOCIMI, S.A. (the "Company" or “VBARE”) hereby publishes the following:
RELEVANT FACT
Please find attached a presentation addressed to investors within the framework of the share capital increase published in the BORME on 21 June 2019, by which 2,238,339 shares will be issued with a nominal value of five euros (5€) plus a share premium of eight euros and forty cents (8.4€).
We remain at your disposal for any clarification that may be necessary.
Mr. Xxxxx Xxxxxxx del Campo Xxxxxxxxx
Non-Board Secretary of the Board of Directors VBARE Iberian Properties SOCIMI, S.A.
2
CORPORATE PRESENTATION AND SHARE CAPITAL INCREASE INFORMATION
June 2019
DISCLAIMER
This document has been prepared by VBARE Iberian Properties SOCIMI, S.A. (the “Company”) and its subsidiaries (the “Group”).
This Presentation does not constitute or form part of, and should not be construed as, any offer to sell or issue or invitation to purchase or subscribe for, or any solicitation of any offer to purchase or subscribe for, any securities of the Company in any jurisdiction, nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision. Any purchase of or subscription for securities of the Company should be based solely on each investor’s own analysis of all public information, the assessment of risk involved and its own determination of the suitability of any such investment. No reliance should be placed and no decision should be based on this Presentation.
This Presentation may not be copied, distributed, reproduced or passed on, directly or indirectly, in whole or in part, or disclosed by any recipient to any other person, for any purpose other than the above. In addition, this Presentation may not be distributed, disseminated, published, or in any other way taken or transferred to any jurisdiction where it would be contrary to applicable law. Distributing this Presentation in other jurisdictions may be subject to restrictions according to applicable law and the recipients of this Presentation must find out for themselves the restrictions and their fulfilment. Not complying with the restrictions may be a breach of applicable law.
The information contained in this Presentation does not purport to be comprehensive or to include all information that may be required to fully analyze the issues referred to therein. Accordingly, no representation or warranty, express or implied, is made as to the truth, accuracy or completeness of the information in this Presentation. None of the Company, any of its subsidiaries, or any of their respective directors, officers or employees accepts any responsibility or liability whatsoever for any loss howsoever arising from any use of this Presentation or otherwise arising in connection therewith.
The information and opinions contained in this Presentation are provided as at the date of the Presentation and are subject to verification, correction, completion and change without notice. In giving this Presentation, no obligation to amend, correct or update this Presentation or to provide the recipient with access to any additional information that may arise in connection with it is undertaken.
This Presentation may include forward-looking statements relating to, among others, the Company’s financial position, operating results, strategy, plans, targets or goals. Forward-looking statements are subject to risks, uncertainties and factors beyond the Company’s control that may result in actual results materially differing from prospective results or the results implied in the forward-looking statements. Therefore, the results and actual performance may materially differ from those expressed or implied in the forward-looking statements. In the same way, the forward-looking statements must not be deemed to entail any statement, promise or warranty of the accuracy or completeness of the assumptions or hypotheses on which the forward-looking statements, expectations, estimations or provisions are based or, in the case of assumptions, of their full inclusion in the Presentation. No undue reliance should be placed on the forward-looking statements.
The Company and its employees, managers, directors, advisors, representatives, agents or affiliates accept no liability (for fault or negligence, whether direct or indirect, contractual or non-contractual) for damages caused by using this Presentation or its content or that, in any manner, relate to this Presentation.
When receiving or attending the Presentation, the recipient declares that he or she agrees with and thus is subject to the above restrictions.
INDEX
1. EXECUTIVE SUMMARY
2. COMPANY OVERVIEW
3. STRATEGY
4. PORTFOLIO OVERVIEW
5. SHARE CAPITAL INCREASE
6. PIPELINE
7. ANNEX
-MARKET INFORMATION
-BOD AND MANAGEMENT TEAM CVS
-Q12019 FINANCIAL INFORMATION
-SHARE CAPITAL INCREASE OPERATIVE DETAILS
-TERMS AND CONDITIONS
3
1. EXECUTIVE SUMMARY
4
EXECUTIVE SUMMARY
RESIDENTIAL MARKET
• Attractive opportunity to invest in the Spanish Residential Market
• Continued rent growth driven by strong demand-supply imbalances, especially in Madrid
• Increased interest from institutional investors to invest in this asset class
SPONSORS AND TEAM
• Well-renowned sponsors with proven expertise in Real Estate and Capital Markets
• In-house experienced team with proven track-record to identify below the radar investment opportunities
• Strong alignment of interest through an investor-friendly success fee and significant sponsors’ equity commitment in
the Socimi
• Diversified investor base with more than 40 investors and no controlling shareholder
VALUE-ADD STRATEGY
• Acquisition and refurbishment of residential buildings in the main Spanish cities (with a special focus on Madrid) with
strong demographic trends and limited supply
• Focused on mid-sized (<€10mn acquisition price) and not stabilized assets (capex requirement, broken structure, tenant repositioning, etc.) to limit competition and improve profitability
• Active management to “fix” the asset creating a sound portfolio with stable cash-flow and significant capital gains
5
EXECUTIVE SUMMARY
SOLID PORTFOLIO AND STRONG PIPELINE
• Well-located €57.4mn portfolio generating a strong net yield (6.32%) with high rent growth potential (+€1.2mn) and
significant reversionary yield (7.51%)
• Major portfolio revaluation (+49% vs. Total Capital Invested)
• +€24mn stabilized assets ready to be sold, to boost distributions to shareholders increasing dividend yield going forward
(in excess of 3% initial company’s commitment)
• Important pipeline of identified investment opportunities (~€80mn) with compelling target returns
• Attractive expected performance with conservative financing structure (current LTV ~35%)
SHARE CAPITAL OPPORTUNITY AND NEXT STEPS
• €30mn Share Capital Increase currently open at €13.4 per share (19,4% discount on EPRA NAV)
• €14-16mn “hard circled” by existing and new investors
• Commitment to be listed on the Stock Exchange by Q12020
• Focus on providing liquidity to shareholders and increase Company’s size to a minimum NAV of €100mn
VEHICLE
• Structured as a Socimi “REIT”, a very tax efficient vehicle
• Listed on the MAB since December 2016
6
Net and reversionary Yield calculated over stabilized assets
Stabilized Assets are those assets that do not require significant capex investments and are mostly leased at market rents
2. COMPANY OVERVIEW
7
RENOWED SPONSORS WITH STRONG EXPERIENCE IN THE REAL ESTATE SECTOR
VALUE BASE
•
Leading Investment Bank In Israel
•
Established in 2013 by Xxxxxx Xxxxxxxx and Xxx Xxxxxxxxx, previously Co-CEOs Of Meitav Dash, second largest Investment House In Israel
•
Offering full spectrum of Investment Banking And Advisory Services For Both Privately Held And Listed Companies
•
Strong Shareholders’ Base comprised of Institutional Investors and Large Family Offices
AURA REE
•
Spanish leading advisor on NPL & REO portfolio valuations
•
+€75 billion assets worth valued in 2018 from all asset categories in more than 130 projects
•
Unique real estate tech platform with over 80 million comparable and more than 2.5 million transaction prices
•
>70 professionals and offices in Spain, Portugal, Italy and Greece
8
VERTICALLY INTEGRATED TEAM
• Management team with more than 11 professionals exclusively dedicated to the Socimi
• Multidisciplinary team with more than 100 years of experience
• In-house capability to cover the whole investment process (acquisition, refurbishment, repositioning, letting, selling) enhancing assets’
value
INVESTMENT
FINANCIAL
GENERAL
MANAGER
COMMERCIAL
TECHNICAL & WORKS
PROPERTY MANAGEMENT
PORTFOLIO MANAGEMENT
9
BOARD OF DIRECTORS
XXXXXXXX XXXXX
FOUNDER & CEO OF AURA REE
Former Deutsche Bank & McKinsey
BA, Anglia Polytechnic University of Cambridge
XXXX XXXXXX XXXXXXX
CEO AT AURA ASSET MANAGEMENT
Former Nuphar Gestión Inmobiliaria
BA, Economics, Sciences & Marketing, CEADE
XXXX XXXX XXXXX
CEO AT NK5 & PALMERA CAPITAL
Former Arcano, Xxxxxxx Xxxxx & Telefónica
BA, ICADE, London Business School & Stanford
XXXX XXXXXXX
HEAD OF INVESTMENT, VALUE BASE
Former Meitav Dash & McKinsey MBA, University of Michigan
XXX XXXXXXXXX
CEO & CO-FOUNDER, VALUE BASE
Founder of Apex & Co-CEO of Meitav-DS
M.A. & B.A. in Economics, Tel Aviv University
XXXXXXXXX XXXXX
DIRECTOR OF ZAFIRO TECHNOLOGIES
Founder of numerous companies
BD, Electrical Engineering, Xxx Xxxxxx University
MANAGEMENT TEAM
XXXXXXXX XXXXXX
GENERAL MANAGER
Former Altan Capital & Xxxxxxx Xxxxxx MBA, ESADE Business School
XXXXXXX XXXXXX XX XXXXXXX
FINANCE DIRECTOR
Former Autonomy Spain Real Estate SOCIMI & PwC Executive MBA, IE Business School
XXXX XXXX XXXX
PORTFOLIO MANAGER
Former CBRE & Vastned & Xxxxxx
Degree in Economics, University of Valladolid
10
STRONG ALIGNEMENT OF INTEREST
• Management Company shareholder´s own approximately 17% of the share capital of the Company
• Success fee to be paid to the Management Company entirely linked to the share price evolution:
• Annual hurdle rate of 6% with catch-up over a minimum of €15.7 per share
• High water mark mechanism
• To be paid fully in shares
11
FIRST LEVEL PARTNERS TO CREATE VALUE AND TRANSPARENCY TO OUR INVESTORS
AUDITORS
QUARTERLY AUDITED FINANCIAL
STATEMENTS
INDEPENDENT PORTFOLIO APPRAISER
QUARTERLY RICS APPRAISALS
SECRETARY OF THE BOARD OF DIRECTORS
REGISTERED ADVISOR AND LIQUIDITY
PROVIDER
CORPORATE SOCIALRESPONSABILITY PARTNERS
LEGAL & TAX ADVISORS
12
3. STRATEGY
13
VBARE’S INVESTMENT STRATEGY
CLEAR STRATEGY TO CREATE LONG TERM VALUE
VALUE ADD
NO DEVELOPMENT RISK
METROPOLITAN AREAS IN TOP CITIES IN SPAIN
MINIMUM 4% NET YIELD
TARGET ACQUISITION PRICE: 10% BELOW MARKET VALUE
14
INVESTMENT STRATEGY FOCUSED ON A VERY SELECTIVE APPROACH
INVESTMENT ACTIVITY SINCE INCEPTION
2018-2019
OPPORTUNITIES OFFERED
324 / €2.1bn
ADVANCED ANALYSIS
25 / €165mn
DUE DILIGENCE
5 / €19.4mn
CLOSED DEALS
5 / €19.4mn
OPPORTUNITIES OFFERED
771 / €3.7bn
ADVANCED ANALYSIS
256 / €794mn
DUE DILIGENCE
29 / €82mn
CLOSED DEALS
20 / €35mn
Information as of June, 2019 15
Construction Year: Location:
District:
0000
Xxxxxx
Xxxxxx
Acquisition Date: Typology: Horizontal Division:
22/12/2016
Entire Building
No
Acquisition Price:
€/sqm:
€/unit:
€1,079,108
€1,755
€67,444
RICS Valuation Q1-19:
€/sqm:
€/unit:
€2,373,500
€3,859
€148,344
Total Units:
Residential Units:
16
16
Total SQM:
Residential sqm:
615 sqm
615 sqm
Initial Annualized Rent: Monthly Rent/sqm: Monthly Rent/unit:
€52,111
€11.30
€434
Current Annualized Rent: Monthly Rent/sqm: Monthly Rent/unit:
€124,486
€17.79
€692
MARGARITAS 15 – CASE STUDY (I)
NET YIELD
7.18%
6.08%
5.70%
3.78%
INITIAL
dic-17
dic-18
CURRENT
ACCUMULATED CAPEX & ANNUALIZED RENTS (€)
124,486
105,456
93,734
52,111
497,156
468,474
364,760
INITIAL
DEC. 2017
DEC. 2018
CURRENT
ACCUMULATED CAPEX
ANNUALIZED RENT
Information as of June 2019 16
MARGARITAS 15 – CASE STUDY (II)
17
AT ACQUISITION AFTER REFURBISHMENT
VALLEHERMOSO 94 – CASE STUDY
Construction Year: Location: District: | 1940 Madrid Chamberí | Acquisition Date: 08/01/2019 Typology: Entire Building Horizontal Division: No |
Total Units: | 29 | Total SQM: 1,517 sqm |
Residential Units: | 27 | Residential sqm: 1,308 sqm |
Commercial Units: | 2 | Commercial sqm: 209 sqm |
Total Acquisition Price: | €5,504,709 | Valuation RICS Q119: €6,821,000 |
€/sqm: | €3,629 | €/sqm: €4,496 |
€/unit | €189,818 | €/unit €235,207 |
Current Annualized Rent*: | €124,132 | Potential Annualized Rent: €296,761 |
Average Monthly Rent/sqm: €9.50 Average €/sqm: €20.72 Average Monthly Rent/unit: €461 Average €/unit €988 | ||
NET YIELD (Estimated)
4.70%
4.82%
4.03%
3.28%
2.38%
jun-19
dic-19
dic-20
dic-21
dic-22
202,931
18
ESTIMATED CAPEX & ANNUALIZED RENTS (€)
288,148
296,761
236,922
187,373
131,560
626,305
647,685
369,864
15,158
CURRENT
ACCUMULATED CAPEX
ANNUALIZED RENTS
Information as of June 2019
*Without old leases
4. PORTFOLIO OVERVIEW
19
PORTFOLIO OVERVIEW
301 units
17,717 sqm (GLA)
56 sqm per unit
92% average yearly occupancy rate
€1.76mn current passing rent
€595 average lease rent
per rented unit
€10.6 average lease rent per sqm per unit
9.39%
EPRA like for like rental growth in 2018
€2.95mn
potential rent
€38.4mn total invested capital
€2,051 invested
capital per sqm
€57.4mn GAV
€3,239
GAV per sqm
272 UNITS
Information as of March 31st, 2019
Total invested capital includes acquisition price, transaction costs and capex 20
PORTFOLIO OVERVIEW
MAJORITY OF THE PORTFOLIO LOCATED IN ASSETS WITH >50% OWNERSHIP, IN MADRID CITY CENTER AND WITH THE APPROPRIATE SIZE TO LEASE
TYPE OF OWNERSHIP
17%
Entire Building
8%
Scattered asset
6%
Units in the same building
(>50%)
69%
Units in the same building
(<50%)
PORTFOLIO LOCATION
68.77%
22.35%
5.65%
3.23%
Inside M30
Outside M30
Metropolitan Area of
Madrid
Other Cities
UNITS BY SURFACE
10%
19%
0-35 sqm
35-50 sqm
29%
50-75 sqm
>75 sqm
42%
NUMBER OF BEDROOMS
1%
13%
12%
Studio
1 Bedroom
2 Bedrooms
29%
3 Bedrooms
45%
4 Bedrooms
Information as of March 31st, 2019 21
PORTFOLIO LOCATION
91% OF THE PORTFOLIO LOCATED IN THE CITY OF MADRID AND
69% INSIDE MADRID M30
Entire buildings or units in the same building
Scattered assets
22
XXXX XXXXXXX
SOME OF OUR ASSETS
BARILOCHE
SANTA XXXXX
XXXXXXX XXXXXXXXX XXXXXXXX XXXXXXX XXXX XXXX
23
PORTFOLIO RENTAL GROWTH
IMPRESSIVE RELETTING SPREAD AND STRONG RENTAL GROWTH WITH SIGNIFICANT UPSIDE POTENTIAL
QUARTERLY RELETTING SPREAD AND LEASES SIGNED
25%
35
21.37%
20%
29
30
16.73%
16.10%
25
15%
22
22
20
20
10%
11
15
7.03%
10
5%
3.17%
5
0%
0
Q1 18 Q2 18 Q3 18 Q4 18 Q1 19
RELETTING SPREAD
# LEASES SIGNED
MARCH 2019
BELOW MARKET
RENTED UNITS
VACANT UNITS
UNITS UNDER
REFURBISHMENT
REVERSIONARY
GRI
Information as of March 31st, 2019 24
PORTFOLIO YIELD GROWTH
SOLID YIELD GENERATED BY STABILIZED ASSETS WITH EXCELLENT GROWTH PERSPECTIVES
25
Information as of March 31, 2019. Yield calculation based on annualized rents at the end of each period Reversionary Yield is based on estimated ERV as of March 31st, 2019
Stabilized Assets are those assets that do not require significant capex investments and are mostly leased at market rents
PORTFOLIO FINANCING
MODERATE FINANCIAL LEVERAGE WITH LOW RISK INTEREST RATE FLUCTUATIONS
LOAN TO COST
51.4%
52.5%
35.9%
2017
2018
Q1 2019
LOAN TO VALUE
35.1%
33.5%
22.5%
2017
2018
Q1 2019
• Average interest rate 1.75%
• Average maturity 16.8 years
• Financing partners:
- Banco Sabadell
MORTGAGE LOANS INTEREST RATE
9%
48%
43%
Variable
MIX
FIX
LOAN PRINCIPAL OUTSTANDING (€mn)
20.1
16.8
6.4
2017
2018
Q1 2019
- Bankinter
- Banca Xxxxx
26
5. SHARE CAPITAL INCREASE
27
SHARE CAPITAL INCREASE
• €30mn share capital increase subject to a minimum €12.5mn subscription
• Between €14mn-€16mn “hard circled” by current and new investors
• 19.4% share price discount vs EPRA NAV
• Commitment to investors to adapt the management agreement to xxxxxx alignment of interest through a
success fee 100% linked to share’s price evolution*
• To enhance shares’ liquidity, commitment to investors to achieve (a) a significant size of the Company (minimum net equity of the company of at least €100mn according to IFRS consolidated annual accounts as at 31 December 2021) and (b) a meaningful trading volume (minimum average daily volume during 2021 of €75k). If those two targets are not achieved by the respective deadlines, start of a liquidation process of the company’s asset portfolio
• Commitment to do the best effort to be listed in the Main Market by Q12020
28
6. PIPELINE
29
PIPELINE
STRONG PIPELINE WITH MORE THAN €80M UNDER NEGOTIATION & UNDER ANALISYS
Gross Yield Levered | ||||||||||
Deal | City | Location | Status | Sqm built | Asking price | Estimated capex | Current | Potential | XXX | Xxxxxxxx |
0 | Xxxxxx | Inside M-30 | Exclusivity agreement | 1.300-1.600 | €6.3mn-€6.9mn | €1.0mn | 0.66% | 5.00% | 12.00% | 1,70x |
2 | Madrid and Málaga | - | Bilateral Negotiation | 10.000-11.000 | €13mn-€15mn | €1.0mn | 4.25% | 6.25% | - | - |
3 | Madrid | Inside M-30 | Under Negotiation | 2.000-2.500 | €10mn-€11mn | €300k | 2.60% | 5.10% | 10.00% | 1,60x |
4 | Madrid | Inside M-30 | Bilateral Negotiation | 3.500-4.000 | €5.5mn-€6mn | €1.5mn | 0.00% | 8.50% | 14.60% | 1,60x |
5 | Madrid | Inside M-30 | Under Negotiation | 2.400-2.900 | €6.5mn-6.9mn | €350k | 2.70% | 5.50% | 10.00% | 1,60x |
6 | Alcobendas | - | Under Analysis | 800-900 | €2mn-€2.2mn | - | 0.00% | 6.00% | 11.00% | 1,75x |
7 | Madrid | Inside M-30 | Under Analysis | 900-1.000 | €3mn-€4mn | €700k | 0.00% | 7.00% | 10.00% | 1,60x |
8 | Madrid | Inside M-30 | Under Analysis | 1.000-1.200 | €3.7mn-€5mn | €250k | 4.40% | 5.80% | 12.00% | 1,73x |
9 | Madrid | Inside M-30 | Under Analysis | 1200-1300 | €100k/year | €000x | - | - | - | - |
00 | Xxxxxx | Inside M-30 | Under Analysis | 800-1000 | €1.5mn-€2mn | €700k | - | 6.50% | - | - |
11 | Madrid | Inside M-30 | Under Analysis | 1.300-1.500 | €8.6mn-€9.2mn | €500k | 2.30% | 5.00% | 13.20% | 1,85x |
12 | Madrid | Inside M-30 | Under Analysis | 3.000-3.500 | €11mn-€13mn | €3mn | - | - | - | - |
30
7. ANNEX
31
MARKET INFORMATION
32
ECONOMIC OUTLOOK
DESPITE ECONOMIC, TRADE TENSION AND POLITICAL INSTABILITY SPANISH GDP CONTINUES GROWING ALTHOUGH AT MODERATE BUT SIGNIFICANT LEVELS
UNEMPLOYMENT IN SPAIN CONTINUES
DECREASING RESULTING IN SALARY INCREASE
GDP GROWTH
4.00%
3.00%
2.00%
1.00%
Spain
Madrid
Xxxxxx Xxxxxx
0000
Xxxxxxx
Xxxxxx
Xxxxxx Xxxxxxx
Italy
Expected 2019
UNEMPLOYMENT RATE AND SALARY INCREASE
20.00% 2.50%
16.00%
2.00%
12.00%
1.50%
8.00%
1.00%
4.00%
0.50%
0.00%
0.00%
2017 Q1 2018 Q1 2019 Q1 Expected 2020
Unemp. Rate in Spain (left) Unemp. Rate in Madrid region (left) Salary increase in Spain (right)
European Commission and BBVA Research
INE
DESPITE THE UNCERTAINTY, FAVORABLE ECONOMIC TRENDS
33
SOCIODEMOGRAPHIC TRENDS
ROBUST DEMOGRAPHIC GROWTH, ESPECIALLY IN THE MADRID REGION
POPULATION GROWTH
6.7
6.7
6.6
6.6
6.5
6.5
6.4
6.4
6.3
6.3
6.2
47.2
47.0
46.8
46.6
46.4
46.2
46.0
2014 0000 0000 0000 0000 Expected Expected
2019 2020
Madrid region (left) Spain (Right)
INE
‘’Madrid has become a very attractive place to live in, specially for young people, who decide to rent because the majority do not meet the minimum requirements to purchase’’.
34
RESIDENTIAL FOR SALE
ROOM FOR GROWTH FOR THE PRICES COMPARED TO PEAK LEVELS
TRANSACTION PRICE EVOLUTION (€/sqm)
€ 4,000
€ 3,500
€ 3,000
15% POTENTIAL
GROWTH
€ 2,500
€ 2,000
€ 1,500
€ 1,000
€ 500
€ -
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 0000
Xxxxx Xxxxxx city
AURA RE
NUMBER OF TRANSACTIONS IN SPAIN GROWING EACH YEAR SINCE 2012, ALTHOUGHT STILL REPRESENTS ONLY 61% OF PEAK
TRANSACTIONS EVOLUTION (in thousands) | |||||||||
39% | 240 | ||||||||
POTENTIAL | |||||||||
INCREASE | 180 | ||||||||
120 | |||||||||
60 | |||||||||
2006 | 2007 | 2008 | 2009 | 2010 | 2011 | 2012 | 2013 2014 2015 2016 2017 2018 | ||
300.000
AURA RE
PRICES IN SPAIN ARE STILL BELOW PRE-CRISIS LEVELS
35
RESIDENTIAL FOR SALE
STARTING FROM THE CRISIS
VERY LIMITED NEW SUPPLY
AND STILL VERY REDUCED GOING FORWARD
BUILT STOCK BY YEAR (in thousands)
700
600
500
400
3% STOCK BUILT
300 COMPARED TO
PEAK LEVEL
200
100
-
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
NEW CONSTRUCTION PERMITS FOR RESIDENTIAL USE
(in thousands)
1,000
900
800
700
600
500
400
300
200
GROWTH 3x TIMES MORE SINCE THE
BOTTOM
BUT STILL 88% LESS THAN IN THE PEAK
100
-
2006
2014
2018
88% FOR PEAK LEVELS
CATASTRO MINISTERIO DE FOMENTO
STRONG UNBALANCE BETWEEN DEMAND AND SUPPLY OF NEW HOUSES
36
RESIDENTIAL FOR RENT
RENT PRICE EVOLUTION (€/sqm/month)
13.6 €
14.8 €
15.4 €
11.6 €
12.2 €
9.6 €
8.5 €
7.1 €
7.6 €
9.5 €
2015
2016
Spain
2017
City of Madrid
2018
2019
STRONG RENTAL MARKET GROWTH IN SPAIN AND MADRID
AURA RE
SPANISH RENTAL MARKET IS BELOW EU LEVELS
POPULATION BY TENANCY
80.1%
76.7%
80.7%
73.0%
27.0%
19.9%
23.3%
19.4%
2007
2012
2017
AND THE TREND IS TO BE EACH YEAR CLOSER
Rent | Spain | Owners | Rent | Madrid region | Owners |
INE AND WORLD POPULATION REVIEW (2017)
RENTAL MARKET VERY ATTRACTIVE FOR YOUNG PEOPLE, WHO DO NOT MEET THE MINIMUM REQUIREMENTS TO
PURCHASE THEIR PROPERTY AND AT THE SAME TIME DO NOT WANT ANY PHYSICAL ATTACHMENT 37
BOD AND MANAGEMENT TEAM CV
38
BOARD OF DIRECTORS
Xxxxxxxx Xxxxx – Board of Directors and Management team
✓Founder & CEO of Aura Ree
✓CEO of Mortgage & Consumer Finance Bank - Deutsche Bank Credit (former)
✓McKinsey & Company, engagement manager, Madrid and New York (former)
✓Over 10 years of experience in the Spanish real estate market
✓BA, Universidad Complutense
✓BA, Anglia Polytechnic University of Cambridge
Xxxx Xxxxxx Xxxxxxx – Board of Directors and Management team
✓Former CEO of Nuphar Gestión Inmobiliaria (RE developer firm)
✓Former partner at Proyconsol, RE land management company
✓Over 12 years of experience in the Spanish real estate market
✓BA, Economic, Sciences & Marketing, CEADE
Xxxx Xxxx Xxxxx – Board of Directors (Independent)
✓ Independent Director
✓ Founder and CEO at NK5
✓ Founder and CEO at Palmera Capital y Servicios
✓ Currently Director at ‘La información’, Norfin, Uralita, Banco Sabadell Este and Havas Media
✓ Worked for Xxxxxxx Xxxxx in London and Bankers Trust managing M&A department
✓ Former General Manager at Telefónica, and CEO at Antena 3, and Telefónica Media. Former Director
at Onda Cero Radio, Endemol y Xxxxxxx Recoletos
✓ Former President of Service Point. Founder partner and CEO of Arcano, CEO at Arcano Capital
✓ BA, ICADE, London Business School and Xxxxxxxxx University
39
BOARD OF DIRECTORS
Xxxx Xxxxxxx – Board of Directors and Management team
✓Head of investment Banking of Value Base M&A and director in various private and public companies, with over 20 years of investment banking and corporate finance experience
✓CEO of Meitav-DS Mergers & Acquisitions, a leading firm in the Israeli investment banking industry (former)
✓McKinsey & Co. In London and New York leading teams advising Fortune 100 companies on new market development, acquisitions, and strategy
✓MBA (High Distinction) from the University of Michigan and a BA in Economics and Business from Tel Aviv University
Xxx Xxxxxxxxx – Board of Directors and Management team
✓CEO & Co-Founder, Value Base Ltd. With more than 20 years of experience in the financial sector.
✓Prior to founding Value Base, Mr. Neuberger served as Co-CEO of Meitav-DS and oversaw the investment management activities and the operational functions of the firm
✓founded Apex (which later on became Meitav-DS) in 1993, and through organic, as well as M&A activity,
grew it to become the second largest investment house in Israel with more than $40B assets under management
✓M.A and a B.A. in Economics from Tel Aviv University
Xxxxxxxxx Xxxxx – Board of Directors (Independent)
✓Independent Director
✓Director of Zafiro Technologies a Spanish company focused on technologic and engineering solutions
✓More than 25 years’ experience in business development and strategic implementation
✓Founded numerous companies in Israel, Spain, Cuba and the Dominican Republic in the fields of IT, telecommunications, energy, infrastructure and real estate
✓BD in electrical engineering , Xxx Xxxxxx University
40
MANAGEMENT TEAM
Xxxxxxxx Xxxxxx – General Manager
✓Managing Director and Partner in Altan Capital (real estate arm of the Altamar Group, leading alternative asset manager in Spain)
✓Investment Team at Xxxxxxx Xxxxxx (2004-2006)
✓Worked in Milan and London in the law firm Xxxx Xxxxxx, Xxxxxxx e Associati (now part of Orrick) as part of the M&A, Private Equity and Financial Services team
✓Wide knowledge of real estate industry and extensive experience in investment operations, mergers and acquisitions, not only in Spain but also in the United Kingdom and Italy
✓MBA AT ESADE BUSINESS SCHOOL BARCELONA (SPAIN)
✓Degree in Law(University of Trento – Italy)
Xxxxxxx Xxxxxx xx Xxxxxxx – Finance Director
✓Financial department at Autonomy Spain Real Estate SOCIMI, S.A
✓Auditor at PwC for more than 6 years within the Construction and Real Estate sector in Madrid and Luxembourg.
✓EXECUTIVE MBA AT IE BUSINESS SCHOOL MADRID (SPAIN)
✓Degree in Business Administration (Xxxxx xx Xxxxxxx University, Seville Spain)
Xxxx Xxxx Xxxx – Portfolio Manager
✓Financial Controlling, Legal & Quality Director (Asset Services) of CBRE during 3 years
✓Financial Director for Spain and Portugal of Vastned during 13 years (Dutch REIT)
✓Investments Deputy Director in Xxxxxx (Real Estate Consultancy firm)
✓Head of Asset Management in Mutualidad de la Abogacía
✓Degree in Economics (University of Valladolid)
41
Q1 FINANCIAL INFORMATION
42
Q1 2019 FINANCIAL PERFORMANCE
OUTSTANDING GAV AND NAV EVOLUTION
GAV
DECEMBER 2018
ASSETS
ACQUIRED IN 2019
CAPEX 2019 REVALUATION OF
2018 ASSETS
REVALUATION
ASSETS ACQUIRED IN 2019
GAV MARCH
2019
• +15% GAV increase vs. December 2018
• +1% revaluation of 2018 portfolio
• €5.5mn invested in Q1 2019 acquisitions
• +24% revaluation of assets acquired in Q1 2019
• 2% nav increase vs. December 2018
NAV DECEMBER SHARE PREMIUM
2018 PAID
OWN SHARES
TRADING
Q1 2019 PROFIT NAV MARCH 2019
• 19% share price discount vs EPRA nav per share
• €0.45mn share premium distribution in Q1 2019
• €1.1mn net profit in Q1 2019
• 7% GRI increase vs. December 2018
• Increase net rental income margin from 61.6% up to 70.1%
Key Financial Figures according to International Financial Reporting Standards as adopted by the European Union (IFRS –EU) as of March 31st, 2019 43
SHARE CAPITAL INCREASE INFORMATION
44
SHARE CAPITAL INCREASE DETAILS AND STOCK INFORMATION
• SHARE CAPITAL INCREASE AMOUNT: €29,993,742.60
• SHARE PRICE: €13.4 (19.5% Discount vs. EPRA NAV)
• SUSCRIPTION RIGHT PERIOD: June 24 – July 24
• SUSCRIPTION RIGHT LISTING PERIOD: July 11 – July 24
• DISCRETIONARY PERIOD: July 31 – August 1
• DISBOURSEMENT: August 2
• CONVERSION RATE: 1 share / 1 subscription right
18 subscription rights / 17 new shares
• RIGHTS ISIN: ES0605196932 New shares ISIN: ES0105196044
• STOCK EXCHANGE: MAB Ticker: YVBA
• PROSPECTUS: xxxxx://xxx.xxxxxxxxxxxxxxx.xx/xxx/xxxxxxxxxx/Xxxxx/0000/00/00000_Xxxxxxx_00000000.xxx
45
TERMS AND CONDITIONS
46
TERMS AND CONDITIONS*
• MANAGEMENT COMPANY: VBA Asset Management 3000, S.L.
• MANAGEMENT COMPANY SHAREHOLDERS: Value Base Ltd & Aura Asset Management
• TERMINATION DATE: 31 December 2024 unless the Company starts before such date its liquidation. In this case this agreement will be extended two additional years
• MANAGEMENT FEE: Quarterly Management Fee based on the total assets as per the consolidated financial statements multiplied by:
RELEVANT QUARTER TOTAL ASSETS ( MILLION EUROS) | PROGRESSIVE MANAGEMENT FEE % |
0 TO 60 | 1% |
60.01 TO 120 | 0.9% |
120.01 TO 250 | 0.8% |
250.01 TO 500 | 0.7% |
ABOVE 500 | 0.6% |
• SUCCESS FEE: 16% of the annual share price increase subject to an annual 6% hurdle rate and based on a catch-up and high water mark mechanism and subject to reach a minimum share price of €15.7
• PAYMENT METHOD:
Management fee paid in cash in a quarterly basis
Success fee paid in ordinary shares of the company, except for the applicable value added tax that will be paid in cash
* SUBJECT TO A MINIMUM SUSCRIPTION OF €12.5M 47
COMPANY INFORMATION AND CONTACT
VBARE Iberian Properties SOCIMI, S.A.
X/ Xxxxxxx, 0 – 0x Xxx. 00000 Xxxxxx (Xxxxx)
Website: xxx.xxxxxxxxxxxxx.xxx
XXXXXXXX XXXXXX
GENERAL MANAGER
x00 00 000 00 00
x00 000 000 000
xxxxxxxx.xxxxxx@xxxxxxxxxxxxx.xxx
XXXXXXX XXXXXX
XX XXXXXXX
FINANCE DIRECTOR
x00 00 000 00 00
x00 000 000 000
xxxxxxx.xxxxxxx@xxxxxxxxxxxxx.xxx
48