contemplated merger with beni stabili: a major step ... · contemplated merger with beni stabili: a...

Contemplated merger with Beni Stabili:

A major step forward inEuropean strategy & Group simplification

-

April 20th, 2018

CONTENTS

FONCIÈRE DES RÉGIONS

> Beni Stabili: the leading Office player in Milan

> Strategic merger supported by strong Milan office market dynamic

> Simplification as a growth driver

> Contemplated transaction & estimated impacts

> An attractive value proposition for Beni Stabili shareholders

> Key takeaways

2

Beni Stabili: the leading Office player in Milan

3


BENI STABILI: THE LEADING ITALIAN OFFICE PLAYER

€3.5 bn portfolio1 Group Share

(€4.2 bn on a 100% basis)

Offices -excl.

Telecom Italia69%

Offices -Telecom Italia

23%

Non strategic8%

>Strategic focus on offices

With an unparalleled portfolio in MilanFuelled by a c. €800 M pipeline

mostly in Milan (89%)

CBD

Centre

Semi-centre

Periphery

Porta Nuova

M4

M4

M2

M2

M1

M1

M1

M5

M3

M3

Linate Airport

M5

Milanofiori

Navigli

Lorenteggio

City Life

Certosa Maciachini

Bicocca

Sesto San Giovanni

Cernusco / Vimodrone

SegrateLambrate /

Forlanini

San Donato Milanese

Ripamonti

Existing Portfolio Development Pipeline Business Districts

64% of total GAV in Milan€2.2 bn (Group Share)

Committed projects

-

€317 M

Managed projects

-

c. €460 M

Offices: 92%1 As of year end 2017, pro-forma the 9% disposal in SICAF Telecom Italia2 100% basis

253 assets(1,903,000 m²)2

51 assets(620,000 m²)2

8 projects(198,100 m²)

61% CBD &

Porta Nuova

22% Center &

Semi-Center

17% Periphery

4


Focus on Milan1

% Telecom Italia1

642%

49%

41%

232%

Investment Grade Rating

2017

Loan-to-ValueOccupancy rate(Offices, excl. TI)

1 Based on Gross Asset Value2 Proforma of the additional disposal of 9% of SICAF Telecom Italia

+15pp

(18pp)

MAJOR STRATEGIC SUCCESSES SINCE 2015, BRINGING TO THE MERGERDELIVERING ON TARGETS ANNOUNCED IN 2015PAVING THE WAY TO A STRATEGIC GROUP INTEGRATION

2015 2017

95.1%

87.5%

+760 bps

2015 2017

44.1%

50.9%

2015 2017

Healthier credit profileImproved OccupancyDiversified Tenant Base

&Focus on Milan

Increased Debt Maturity

~6 yrs

(vs. 4.3 yrs in 2015)

ReducedCost of Debt

2.15%

(-76 bps vs. 2015)

Milan Office(excl. TI)

83%

5

Strategic merger supported by strong Milan office market

dynamic

6


MILAN OFFICE MARKET DYNAMIC SUPPORTING THE PROPOSED TRANSACTIONREGAINED MOMENTUM OF MILAN OFFICE MARKET, FAVOURING GRADE A ASSETS

Source: Cushman & Wakefield

CBD / Porta Nuova Centre Semi Centre Periphery

2.3%

Hinterland

Vacancy Milan: 10.3%6.8%

-Grade A as % of

total take-up2017

70%-

2017 take-upvs. 2015

~+20%

€400

€420

€440

€460

€480

2013 2014 2015 2016 2017-2018

+10%

1.7% 1.8% 2.9% 2.4%

4.5% 4.3%2.4%

12.5% 11.0%6.0%

15.4%

4.2%

13.5%

2.%Of which Grade A

Beni Stabili Milan vacancy: 2.4%

Increased Take-up:

Preference for Grade A

Limited Vacancy for

Grade A Properties:

MilanVacancy Rate (Q1 2018)

Increasing Rents for

Quality Assets:

Average Economic Rent for Prime Offices

7

Simplification as a growth driver


Foncière des Régions

SIMPLIFICATION AS A GROWTH DRIVER

A key milestone towards the ongoing objective of simplification

Improve flexibility and reactivity

Intensify client centric approach

Capitalize on a €21 bn Group: financing sources / cost, synergies and sharing of best practices between products & countries

1 As of mid-2018, including secured transactions in H1 2018

€2.0 bnGroup Share


GermanResidential

Immeo

HotelsEurope

FDM

Ownership: 42.0%(limited partner)


Offices

Group structure - Post contemplated merger

GAV

~ €15 bn1

Group Share

Beni Stabili

52.4%

FDM

50.0%

FDL

61.3%

ResidentialFrance

FDM Management

40.7%

Hotels

Immeo

61.0%

ResidentialGermany

Offices Italy

SICAF Telecom

Italia

51%

Group structure - 2017

DelistingCompleted

in 2017

MergerCompletedEarly 2018

Merger: Proposed

TransactionOwnership: 61.7%

9

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A TRANSACTION STRENGTHENING THE GROUP’S STRATEGIC PILLARS

+€1.7 bn of assets1 mainly in Milan

Foncière des Régions portfolio to reach

c. €15 bn2 Group Share (€21 bn at 100%)

Know-how sharing &

leveraging synergies between

markets and countries:

Full integration of ~ €800 M

Beni Stabili’s pipeline in Milan

Full integration to best serve our clients

Strengthenedproperty developer

Focus on European capital cities

1 32

> Coworking: Milan #1 Wellio site by 2019

> Hotels: Italy as a targeted market +€275 M of new committed projects in Milan

2018 and 2019

1 Group Share2 As of mid-2018, including secured transactions in H1 2018 10


2018-2019:Selected future committed projects

Milan, Symbiosisc. 15,000 m²

Milan, The Sign B / Cc.17,000 m², ~ €70 M

#2 projects61,294 m²

€143 M


Milan, Via Dantec. 4,700 m²

Milan, Corso Italiac.11,000 m²

End- 2014 End-2015 End-2016 End-2017 2018-2019


€325 M€317 M

>5 projects>110,300 m²

€400 M

+26%, in value

-

FOCUS ON DEVELOPMENT PIPELINE IN MILANCOMMITTED PIPELINE EVOLUTION: +26% INCREASE BY 2018-2019

Deliveries€190 M

New Commitments

€275 M

Headquarters 19,000 m², Symbiosis, Milan

Headquarters 8,300 m², Via Cernaia, Milan

Headquarters 9,500 m² (Q1 2018), The Sign, Milan

Main lettings

100

% M

ila

n

A major partner of the development and regeneration of new tertiary areas in Milan

Launched in Q1 2018

11

Contemplated transaction & estimated impacts


Unanimous support from Foncière des Régions Board of Directors

Transaction conditional on Foncière des Régions and Beni Stabili 2/3 approval at respective

Extraordinary General Meeting1

Foncière des Régions proposed exchange ratio: 8.5 FDR shares for 1,000 Beni Stabili shares (post

2017 dividend distribution)

FDR intends to acquire additional BS shares in the market, to reach up to 60% in Beni Stabili capital

Foncière des Régions planning a dual listing in Paris and Milan

FDR52.4%

Crédit Agricole Assurances

5.7%

Delfin3.4%

Free float38.5%

> Beni Stabili Shareholding Structure

Accretive Financial Impacts and Further Enhanced Capital Markets Profile

Slightly Accretive

> Preliminary identified synergies: ~ €5 M

> EPRA Earnings per share: ~+1%

> NAV per share: ~+1%

Maintained

Healthy Financial Profile

Dual Listing Paris / Milan

Shareholders Support

Merger Terms

Strengthened

Capital Markets Profile

+ ~€700 M Market Cap2

CONTEMPLATED TRANSACTION & ESTIMATED IMPACTS

1 In case the Merger is accepted by the EGMs of both companies, Beni Stabili shareholders who did not contribute to the resolution are entitled to a cash withdrawal right in accordance with applicable law2 Assuming (i) the acquisition of additional Beni Stabili shares in the market by FDR, to reach 60% in Beni Stabili prior to completion of the merger and (ii) 100% straight merger

Note: Share prices as of 19 April 2018 (FDR: €88.30, BS: €0.730)

13


Proforma shareholding structure1

Delfin 26.6%

Covéa 7.1%

Crédit Agricole Assurances 8.1%

ACM 7.6%

Free Float 50.6%

Note: Share prices as of 19 April 2018 (FDR: €88.30, BS: €0.730)1 Assuming (i) the acquisition of additional Beni Stabili shares in the market by FDR, to reach 60% in Beni Stabili prior to completion of the merger and (ii) 100% straight merger

AN ENHANCED CAPITAL MARKET VISIBILITY: INCREASED SCALE AND ENLARGED FREE FLOAT

€7.3 bn

€6.6 bn

Increased market capitalization

Post merger1

April 2018

An enlarged free float, increasing liquidity

+ € 0.7 bn

€5.7 bnEnd 2016

€3.7 bn(50.6%)

€3.2 bn(47.8%)

Post merger1

April 2018

+ €0.5 bn(+ ~17%)

€2.5 bn(43.8%)End 2016

14


AN ENHANCED EUROPEAN PORTFOLIO, FOCUSING ON CAPITAL CITIES

1 End 2017, pro-forma of 9% SICAF Telecom Italia disposal2 As of mid-2018, including secured transactions in H1 2018

Milan64%

Turin7%

Rome5%

Northern Italy15%

Others9%

~€15 bn€3.5 bn1 €12.8 bnGAVGroup Share

Direct impact of the contemplated Transaction-

+€1.7 bn, mainly in Milan(Group Share)

France45%

Italy 22%

Germany26%

Rest of Europe7%

France53%

Italy14%

Germany28%

Rest of Europe5%

100% Italy

Foncière des Régions post-merger2

Foncière des Régions

Dec-2017

Beni Stabili

Dec-2017

15

An attractive value proposition for Beni Stabili

shareholders


Access to

#4 European REIT2

Strengthened Capital Market

Profile

Enhanced Return Profile

Stronger Credit Profile

AN ATTRACTIVE VALUE PROPOSITION FOR BENI STABILI SHAREHOLDERS

Improved credit rating

combined with a

lower cost of debt

Increased and enhanced stock market profile / size

Increased free float & liquidity for shareholders (~x63)

€1.7 bn

Beni Stabili3Market cap.

Free Float: €0.6 bn(38.5%)

1 As of 19 April 2018. FDR 3-month VWAP: €88.19, BS 3-month VWAP: €0.693. Calculation ex-dividend (FDR dividend: €4.50, Beni Stabili dividend: €0.033). 2 On a 100% basis3 Based on 19 April 2018 share prices (FDR: €88.30, BS: €0.730) and assuming (i) the acquisition of additional Beni Stabili shares in the market by FDR, to reach 60% in Beni Stabili prior to completion of the merger and (ii) 100% straight merger4 Based on an exchange parity of 8.5x FDR shares for 1,000 BS shares. Based on a 2017 dividend of €4.50 for FDR shareholders and €0.033 for Beni Stabili shareholders

€7.3 bn

Combined3

Free Float €3.7 bn(50.6%)+16% dividend per

share increase for Beni Stabili shareholders4

… offering a unique exposure to Europe and to its most growing markets

office, hotel and residential markets

Paris, Berlin, Milan

Sizeable development pipeline valued in excess of €5 bn

Premium to share price exchange ratio

+ ~8%

As of 19 April 2018, at the proposed

exchange ratio

Based on 3 month VWAP basis1

17

Key takeaways

18


KEY TAKEAWAYS

> Successful completion of Beni Stabili transformation initiated in 2015

> Enhanced focus on European capital cities

> Stronger development pipeline

> A further simplified and integrated Company acting as One Team

> Accretive financial impacts & further enhanced Capital Market profile

Market cap +€0.7 bn / Free-Float +17% in value

> Attractive transaction terms proposed to Beni Stabili Shareholders

+ ~8% Premium to the 3-month VWAP exchange ratio1 / +16% dividend per share increase2

> Group rebranding to be announced soon

1 As of 19 April 2018. At the proposed exchange ratio FDR 3-month VWAP: €88.19, BS 3-month VWAP: 0.693€. Calculation ex-dividend (FDR dividend: €4.50, Beni Stabili dividend: €0.033). 2 Based on an exchange parity of 8.5x FDR shares for 1,000 BS shares. Based on a 2017 dividend of €4.50 for FDR shareholders and €0.033 for Beni Stabili shareholders

19


INDICATIVE TIMETABLE

Board Meeting of Foncière des Régions formally initiating discussions on Merger Agreement

Board Meeting of Beni Stabili formally initiating discussions on Merger Agreement

Signing of the Merger Agreement

Foncière des Régions / Beni Stabili Extraordinary General Meetings

Capital Markets Day in Milan

Regulatory approvals and other customary closing conditions

Expected Closing

19 April 2018

20 April 2018

By End May 2018

September 2018

18 October 2018

H2 2018

End-2018

20


Paris30, avenue Kléber75116 ParisTel.: +33 1 58 97 50 00

ContactPaul ArkwrightTel.: +33 1 58 97 51 85Mobile: +33 6 77 33 93 [email protected]

contemplated merger with beni stabili: a major step ... · contemplated merger with beni stabili: a...

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