Annual General Meeting of Shareholders Amsterdam, 13 May 2015

Transcription

1 Annual General Meeting of Shareholders Amsterdam, 13 May 2015

2 Agenda 1. Opening 2. Looking back on Declaration no dividend for Discharge of members of the Management Board 5. Discharge of members of the Supervisory Board 6. Changes to the Management Board 7. Remuneration of the Supervisory Board 8. Shares 9. Appointment of the external auditor 10. Q&A 11. Closing 13 MAY

3 GENEBA PORTFOLIO Germany: 7 assets (275,100 sqm) The Netherlands: 3 assets (28,592 sqm) 13 MAY

4 Geneba s Tenant Base 13 MAY

5 Opening Dr. Jochen Scharpe Chairman of the Supervisory Board 13 MAY

6 Looking back on 2014 Supervisory Board report for the financial year MAY

7 Supervisory Board report for the Financial Year 2014 Taken over 514 million real estate portfolio in Germany, the Netherlands, and the Baltics 27 March 2014: AIFMD licence Share certificates traded at NPEX 13 MAY

8 Supervisory Board report for the Financial Year 2014 Supervisory Board extended to five members New CEO appointed 27 March 2014 Significant devaluation of assets per 30 June MAY

9 Supervisory Board report for the Financial Year 2014 Rights Issue on 3 December 2014 resulted in 207 million new equity New equity capital used to execute long-term growth strategy through two new property acquisitions 13 MAY

10 Supervisory Board report for the Financial Year 2014 Wibo van Ommeren stepped down from the Management Board Gerrit Littel delegated from Supervisory Board 13 MAY

11 Neubiberg, Infineon 13 MAY 2015

12 Management Board report - Financial year 2014 Dr. Wulf Meinel Chief Executive Officer 13 MAY

13 HIGHLIGHTS 2014 Bondholders become shareholders: Former bondholders opted not to sell positions to Catalyst in 2013 Non Catalyst shareholders did not exercise put option in March 27 March 29 August 19 December 31 December Geneba obtained AIFMD licence Geneba business commences Presentation of first interim financial results: Property value of million Geneba acquires over 60,000 sqm of German industrial assets in two separate transactions for 50 million Geneba completes 207 million rights issue 13 MAY

14 HIGHLIGHTS 2014 Due to shareholder loans and the Rights Issue we: Reduced our leverage to 71% Loan-to-Value in January 2015 Increased our Funds from Operations and closed with a positive result of 15.6 million in 2014 Successfully completed new acquisitions of two new Industrial Properties (light industrial and logistics) in Germany Expanded our tenant base and increased the total WALT to over 8 years Manage a portfolio valued externally and internally with a yield of nearly 10% with an occupancy rate of 100% in Germany and the Netherlands Reached a cost ratio of 14.5% of operations Carry a cost of debt at 4.55% in 2014, which is likely to drop further in MAY

15 Financial Key Figures MAY 2015

16 Financial Key Figures over 27 March 31 December 2014 Balance sheet (x 1.000) 2014 Investment properties 556,622 Net asset value 87,943 Long term liabilities 453,819 Loan to value ratio 82% Equity ratio 16% Number of share in issue (at year-end) 29,759,096 NAV per share 2.96 *As Geneba started operations at 27 March 2014, no key figures for 2013 are presented 13 MAY

17 Financial Key Figures over 27 March 31 December 2014 (continued) Results (x 1.000) Gross rental income 41,165 Net rental income (excluding property expenses) 37,668 Operational result (excluding finance costs and tax) 13,445 Cost Ratio (G&A / Net rental income) 14.50% *As Geneba started operations at 27 March 2014, no key figures for 2013 are presented 13 MAY

18 Financial Key Figures (continued) Funds from operations (FFO) (x 1.000) Net income after tax -6,466 Net profit/loss from fair value adjustments on properties 11,948 Net profit/loss from fair value adjustments on derivatives 6,891 Result on sale of property -78 Deferred tax charges 3,310 Total adjustments 22,071 Funds from operations (FFO) 15,605 Net result per share FFO per share *As Geneba started operations at 27 March 2014, no key figures for 2013 are presented 13 MAY

19 Challenges & Actions 13 MAY 2015

20 In 2014 the company resolved the following challenges The successful extension of the lease terms for a major tenant and the construction of a new warehouse facility for him in Germany strengthens Geneba s rental income; The sale of 8 smaller properties at market value in the Baltic portfolio is the first step of restructuring for this portfolio; The acquisition of the two new assets in Germany at market price will result in a better diversified income stream and will have a positive contribution to the operating cash flows; The successful placement and closing of the Rights Issue increased the equity and allowed to repay shareholder loans in 2015 and will further allow to finance new property acquisitions and thus help to diversify Geneba s portfolio and its income stream; The repayment of two external loans with shareholder loans in 2014, which were repaid by the proceeds of the Rights Issue in January 2015, will result in lower interest costs. 13 MAY

21 Asset management and portfolio activities in Germany Findings Munich asset Asset was financed with an expensive second ranking loan Actions Refinanced second ranking loan with a loan from Catalyst Coop at below market conditions at interest rate of 3% Bochum asset Environmental report revealed asbestos in the property Tenant termination of lease agreement by tenant received on 7 April 2014 Re-leasing potential of asset minimal Difficult mortgage with bank Hassmersheim asset Assignment from Motip Dupli to build a new storage and production facility on one of its sites Initiated short term repair measures to clean up asbestos Numerous meetings with tenant Deutsche Annington. Tenant Interested to buy asset. Negotiations are pending Extended loan with lender NIBC on a short term base at market conditions Lease agreement in place until 2018, tenant continues to pay rent Extended lease agreement on long term base & agreement to build a new warehouse and production facility for 3,100 sqm. 13 MAY

22 EXAMPLE 1: Active Asset Management Expansion of a Corporate Tenant: One of Geneba s tenants Motip Dupli, a European market leader in aerosol paints and touch up pencils was experiencing growth and required additional warehouse space. Geneba agreed to build a new warehouse facility in Hassmersheim, Germany. Lease agreements with Motip Dupli were additionally extended at market rent until 2031 which increased the Motip - Weighted Average Lease Term (WALT) by 7 years. The new facility was delivered December 2014 after only five months of construction, on schedule and with no cost overrun. 13 MAY

23 EXAMPLE 2: Grow & diversify the portfolio Two new acquisitions completed in December 2014 City Isenbüttel (Wolfsburg) Vaihingen (Stuttgart) Country Germany Germany Property type Light Industrial Logistics Tenant(s) Volkswagen GLA (sqm) 15,588 44,456 Year of completion Leases Long term (15y), double net Long term (8y), double net LTV 69.5% 63.7% Return on Equity (5yr) 11% 12% 13 MAY

24 Isenbüttel, Volkswagen 13 MAY 2015

25 Vaihingen an der Enz, DSV & Dachser 13 MAY 2015

26 Management Board report - Financial year 2014 I However, some challenges will keep requiring the attention of the Management Board: The need to restructure the Baltic portfolio and the refinancing, refurbishment and lease termination of one German property. Continuing decreases of the fair value can be expected for the company s largest property in Germany as the valuation for this property is based on discounted cash flows of lease income, which is above market rent and is leased for a definitive term with the effect that the period for which the company receives rent out of this asset becomes shorter every year. 13 MAY

27 Management Board report - Financial year 2014 II However, as stated in our Rights Issue Prospectus this large German asset continues to be cash-flow positive and as such to contributes to our positive direct result. Revaluations only affect our balance sheet valuation of this asset, not the direct returns. If the company succeeds in disposing or off-setting the asbestos infected property in Germany and the properties in the Baltic portfolio a further reduction of the LTV and an improvement of its cost ratio will occur. 13 MAY

28 Considerations % Composition of current portfolio is not in balance It requires further diversification and capital to grow Loan to value still too high 13 MAY

29 Where is Geneba now? Geneba is well positioned for long-term growth strategy, diversify its portfolio, and make relevant acquisitions Rights Issue has raised necessary capital for debt reduction, LTV improvement, and acquisitions Up to date valuations of our portfolio are now in place Management proposes to retain earnings instead of paying out dividends in order to execute growth strategy Geneba has million in reserves with a potential leverage of 50%. As such, the company is well financed to make a total of 297 in acquisitions during MAY

30 Dividend Proposal Though Geneba realised a positive direct result between start of business and 31 December 2014 ( 15.6 million) the Management Board is of the opinion that a dividend shall not be paid. This is explained as follows: The Loan-to-Value ratio of Geneba`s property portfolio is still high compared to market standard. Further debt pay-downs from positive direct results are considered. Geneba`s property portfolio is concentrated on one single tenant/property (59% of the revenues in 2014). Consequently, Geneba needs to diversify its portfolio and more important - its revenues by acquiring new assets. The property additions shall also be financed with proceeds from direct operations. One subsidiary, holding a property portfolio, has to refinance a loan during Alternative financing has not yet been obtained. Finally, in order to fulfil the requirements of its risk management policy, Geneba has to hold a constant liquidity buffer. 13 MAY

31 Dividend Proposal - continued We fully understand the concern of our shareholders about the lack of dividend Nevertheless, Geneba is essentially a startup company in the process of growing and diversifying its portfolio, for which additional funds are required Consequently, we ask you for patience while we build a profitable company for the future 13 MAY

32 Where does Geneba want to be? Attain property portfolio with clear investment focus with the potential to pay solid dividends and for capital appreciation 1. Acquisitions 2. Focus 3. Portfolio Grow current portfolio ( 473 m ex. Baltics) to 800 m / 1 bn in the next 12 months through new acquisitions - Target light industrials and logistics assets - Investment focus on light industrial and logistics assets which function as operational basis to German and Dutch key industries as well as German and Dutch Mittelstand companies - Enhance portfolio quality including redevelopment, tenant diversification - Carve out Baltics into off-balance sheet structure 13 MAY

33 How will Geneba get there? 1 Operational assets for Mittelstand companies and large corporates are generally available. Over 60% of corporate real estate space qualifies as logistics, light industrial & office. 2 Identify key industries of corporates/midsize companies/hidden champions with solid business outlooks. Automotive, quality engineering (off-shore, energy, infrastructure), pharmaceuticals, domestic appliances, logistics & transportation. 3 Investigate strategy, management and sustainability of business models. 4 Identify the real estate that is essential for the operational needs of our tenants. 5 Invest in real estate that can be actively managed. 13 MAY

34 Why do we choose this strategy? German macro-economic outlook most favorable Especially true for Mittelstand companies 1. German Macroeconomics 2. Mittelstand sector GDP 1,9% productivity outlook > 1,2% - Gap between 10y Bond yields (1,2%) and Core Property yields (5%) - Weaker Euro improves export possibilities - Consumption to increase after lower oil prices - Historically low cost of capital 13 MAY

35 CORE EUROPEAN COUNTRIES HAVE STABLE ECONOMIES: Germany & the Netherlands vs. rest of Europe German and Dutch growth has flattened, but it has not contracted. Clear distinction between core European countries such as Germany/The Netherlands and Europe as a whole. GDP growth outlook for Germany and The Netherlands clearly outnumbers the European average. Current Account (% of GDP) in Germany is 3 times the European average. The German and Dutch economy are both well diversified within Europe. Focus on the German and Dutch economy within core Europe with solid economical fundamentals and positive growth outlook 13 MAY

36 Outlook 13 MAY 2015

37 Outlook Further disposal of non-strategic assets will lead to further, significant reduction of the Loan-to-Value ratio and will help to improve our cost ratio. Further property acquisitions will follow in They will diversify our income stream and will help secure solid turnover and a balanced portfolio. Our investment focus on light industrial and logistics assets which function as operational basis to German and Dutch key industries and Mittelstand companies offer: i. enhanced cash-on-cash returns as a result of cheap leverage; ii. iii. low cost of capital and stable macro-economic conditions in Core Europe solid returns with a pro-active and hands on management by local teams. 13 MAY

38 Outlook Our target markets and the asset class we target within these markets offer attractive opportunities. We have already started to implement our growth strategy with new property acquisitions in line with our investment strategy, further additions will follow. We are confident that with our dedicated and focused investment- and asset management approach Geneba will become a "safe and attractive place" for our investors and for our stakeholders. 13 MAY

39 Outlook You, former bondholders, are now shareholders and have decided to participate in Geneba with equity. We thank you for your decision. Our commitment is to serve you, support you and - with your trust and endurance - build a sustainable company. Your patience and support are our motivation. 13 MAY

40 Remuneration report 2014 Management Board CEO Wulf Meinel CFRO Wibo van Ommeren* Supervisory Board Jochen Sharpe (Chairman) Gerrit Littel Gabriel de Alba Marian Hogeslag Joern Stobbe 13 MAY

41 Voting MATTERS TO BE VOTED ON OR APPROVED 13 MAY

42 Practice voting What does the name Geneba stand for? Insert chip at the side with the chip facing up 1 Countries in portfolio 2 Nothing, invented name 3 Real estate 13 MAY

43 Practice voting What does the name Geneba stand for? You can vote now You can vote when the green light is on 1 Countries in portfolio 2 Nothing, invented name 3 Real estate 13 MAY

44 Practice voting What does the name Geneba stand for? Voting is closed 1 Countries in portfolio 2 Nothing, invented name 3 Real estate 13 MAY

45 2(d). Adoption the Company's annual accounts for the financial year 2014 "To adopt the annual accounts for the financial year ending on 31 December 2014." 1 For 2 Against 3 Refrain from voting 13 MAY

46 2(d). Adoption the Company's annual accounts for the financial year 2014 You can vote now You can vote when the green light is on 1 For 2 Against 3 Refrain from voting 13 MAY

47 2(d). Adoption the Company's annual accounts for the financial year 2014 Voting is closed 1 For 2 Against 3 Refrain from voting 13 MAY

48 3. Declaration no dividend for 2014 "To declare no dividend for For 2 Against 3 Refrain from voting 13 MAY

49 3. Declaration no dividend for 2014 You can vote now You can vote when the green light is on 1 For 2 Against 3 Refrain from voting 13 MAY

50 3. Declaration no dividend for 2014 Voting is closed 1 For 2 Against 3 Refrain from voting 13 MAY

51 4. Discharge of members of the Management Board "To discharge the members of the Management Board for their management of the Company, in so far such management is apparent from the financial statements or from other information that has been submitted to the AGM prior to the adoption of said financial statements." 1 For 2 Against 3 Refrain from voting 13 MAY

52 4. Discharge of members of the Management Board You can vote now You can vote when the green light is on 1 For 2 Against 3 Refrain from voting 13 MAY

53 4. Discharge of members of the Management Board Voting is closed 1 For 2 Against 3 Refrain from voting 13 MAY

54 5. Discharge of members of the Supervisory Board "To discharge the members of the Supervisory Board for their supervision of the Management Board of the Company, in so far such supervision is apparent from the financial statements or from other information that has been submitted to the AGM prior to the adoption of said financial statements." 1 For 2 Against 3 Refrain from voting 13 MAY

55 5. Discharge of members of the Supervisory Board You can vote now You can vote when the green light is on 1 For 2 Against 3 Refrain from voting 13 MAY

56 5. Discharge of members of the Supervisory Board Voting is closed 1 For 2 Against 3 Refrain from voting 13 MAY

57 6(a). Acceptance resignation of a member of the Management Board "To accept and approve the resignation of Wibo van Ommeren as member of the Management Board as per 1 May 2015." 1 For 2 Against 3 Refrain from voting 13 MAY

58 6(a). Acceptance resignation of a member of the Management Board You can vote now You can vote when the green light is on 1 For 2 Against 3 Refrain from voting 13 MAY

59 6(a). Acceptance resignation of a member of the Management Board Voting is closed 1 For 2 Against 3 Refrain from voting 13 MAY

60 6(b). Discharge member of the Management Board over 2015 "To grant Mr. W.H.E. van Ommeren, who was appointed as managing director at 18 December 2014 and resigned as per 1 May 2015 a full and final discharge for the management performed by him as from the date of his appointment through the date of resignation as managing director, as a result whereof the general meeting of shareholders will explicitly relinquish its right to hold Mr. Van Ommeren liable for any damages resulting from any such acts of management, with the exception of any acts constituting gross negligence ( grove schuld ) or wilful intent ( opzet ) on Mr. Van Ommeren s part." 1 For 2 Against 3 Refrain from voting 13 MAY

61 6(b). Discharge member of the Management Board over 2015 You can vote now You can vote when the green light is on 1 For 2 Against 3 Refrain from voting 13 MAY

62 6(b). Discharge member of the Management Board over 2015 Voting is closed 1 For 2 Against 3 Refrain from voting 13 MAY

63 7. Remuneration of the Supervisory Board "To offer to Gerrit Littel an additional remuneration of EUR 250 per hour that he performs his duties as a delegated Supervisory Board member." 1 For 2 Against 3 Refrain from voting 13 MAY

64 7. Remuneration of the Supervisory Board You can vote now You can vote when the green light is on 1 For 2 Against 3 Refrain from voting 13 MAY

65 7. Remuneration of the Supervisory Board Voting is closed 1 For 2 Against 3 Refrain from voting 13 MAY

66 8(a). Authorisation Management Board to repurchase treasury shares "To authorise the Management Board for period of 18 months with effect from the date of the AGM, to acquire for Geneba as many of its own shares as is permitted by the Geneba's articles of association and up to ten percent of Geneba's issued share capital, after having obtained the approval thereto from the Supervisory Board, whether through NPEX or by other means, for a price that is between an amount equal to nil and an amount which is not higher than 10% above the highest offer price of the Geneba's shares quoted on NPEX on the day of acquisition, or, should such a quotation not exist, the last previous quotation on NPEX." 1 For 2 Against 3 Refrain from voting 13 MAY

67 8(a). Authorisation Management Board to repurchase treasury shares You can vote now You can vote when the green light is on 1 For 2 Against 3 Refrain from voting 13 MAY

68 8(a). Authorisation Management Board to repurchase treasury shares Voting is closed 1 For 2 Against 3 Refrain from voting 13 MAY

69 8(b(i)). Amendment articles of association To increase the authorised capital to 290,000,000 shares with a nominal value of 0,02 per share. 1 For 2 Against 3 Refrain from voting 13 MAY

70 8(b(i)). Amendment articles of association You can vote now You can vote when the green light is on 1 For 2 Against 3 Refrain from voting 13 MAY

71 8(b(i)). Amendment articles of association Voting is closed 1 For 2 Against 3 Refrain from voting 13 MAY

72 8(b(ii)). Authorisation to execute the notarial deed of amendment To authorise each lawyer, civil law notary, candidate civil law notary and professional support lawyer working at NautaDutilh N.V. to execute the Deed of Amendment at a moment shortly after the AGM has been held." 1 For 2 Against 3 Refrain from voting 13 MAY

73 8(b(ii)). Authorisation to execute the notarial deed of amendment You can vote now You can vote when the green light is on 1 For 2 Against 3 Refrain from voting 13 MAY

74 8(b(ii)). Authorisation to execute the notarial deed of amendment Voting is closed 1 For 2 Against 3 Refrain from voting 13 MAY

75 Item 8(c). Prolongation designation of the Management Board as the body authorised to issue shares and to limit or exclude preemptive rights upon the issue of shares after receiving the approval of the Supervisory Board/Designation Management Board as from 1 September 2015 as the body authorised to issue shares and to limit or exclude pre-emptive rights upon the issue of shares after receiving the approval of the Supervisory Board To appoint the Management Board (subject to approval from the Supervisory Board) as the body authorised to issue ordinary shares, including granting rights to acquire ordinary shares and to limit or exclude pre-emptive rights upon the issue of shares up to and including 13 November For 2 Against 3 Refrain from voting 13 MAY

76 Item 8(c). Prolongation designation of the Management Board [...] You can vote now You can vote when the green light is on 1 For 2 Against 3 Refrain from voting 13 MAY

77 Item 8(c). Prolongation designation of the Management Board [...] Voting is closed 1 For 2 Against 3 Refrain from voting 13 MAY

78 9. Appointment of the external auditor "To appoint PricewaterhouseCoopers Accountants N.V. as the Company's external auditor for the financial year 2015 and to instruct PwC to examine the financial statements for the financial year 2015." 1 For 2 Against 3 Refrain from voting 13 MAY

79 9. Appointment of the external auditor You can vote now You can vote when the green light is on 1 For 2 Against 3 Refrain from voting 13 MAY

80 9. Appointment of the external auditor Voting is closed 1 For 2 Against 3 Refrain from voting 13 MAY

81 Q&A 13 MAY 2015

82 11. Closing 13 MAY 2015