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BOND ISSUE PRESENTATION October, 2016 DISCLAIMER NOT FOR - PowerPoint PPT Presentation

BOND ISSUE PRESENTATION October, 2016 DISCLAIMER NOT FOR DISSEMINATION, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN FULL OR IN PART, TO OR INTO THE TERRITORY OF THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN. This is a


  1. BOND ISSUE PRESENTATION October, 2016

  2. DISCLAIMER NOT FOR DISSEMINATION, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN FULL OR IN PART, TO OR INTO THE TERRITORY OF THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN. This is a promotional document within the meaning of Article 53, section 2 and the following of the Act on public offering, the conditions governing the introduction of financial instruments to organised trading, and public companies dated 29 July 2005 (the “ Act on Public Offering ”) . In connection with the public offering of bonds by Globe Trade Centre S.A. (the “ Company ”) (the “ Offering ”), it is not required to make or to publish a prospectus or an information memorandum because the Offering will be addressed exclusively to professional clients within the meaning of the Act on trading in financial instruments or to investors who will acquire securities with a nominal value of at least EUR 100,000 each. This document has been prepared by the Company and the Company remains, within the limits prescribed by the applicable provisions of law, the sole entity responsible for the contents thereof. This document was subject to notification to the Polish Financial Supervision Authority pursuant to Article 53, section 7 and the subsequent provisions of the Act on Public Offering. The information contained in this presentation has not been independently verified. In the presentation no representations or warranties have been made independently or formulated expressly or implicitly and no reliance should be made on any information or opinions in terms of their reliability, accuracy, completeness or correctness. This presentation cannot substitute an independent judgment. Neither the Company nor any of its associates, advisors or representatives bears any liability (for negligence or otherwise) for any losses which have resulted from using this presentation or the contents thereof or which have arisen in connection with the presentation. This is not an offer to sell or an invitation to submit an offer to purchase any securities in the United States of America. The securities may not be offered or sold within the territory of the United States of America without prior registration or exemption from the registration requirement. The Company does not intend to register any part of the offering in the United States of America. Neither this document nor any copy hereof may be delivered or otherwise sent or made available in the territory of the United States of America. Dissemination of this document in certain countries may be prohibited. Specifically, the distribution of this document is prohibited within the territories of Canada, Japan and Australia. The information provided in the attached documents is not an offer of sale or an invitation to submit an offer to purchase any securities in the Company in Canada, Japan or Australia. 2

  3. GTC AT A GLANCE 1 Balanced portfolio providing stable rental income and significant Key financial metrics growth potential from secured developments As of 30 June 2016 As of 30 June 2016 Landbank for Projects in Non-core (1) € 1,455m Property book value development planning 5% 1% stage of which income 5% € 1,146m generating Properties under of which dev. under construction € 150m construction 10% of which projects in € 69m planning stage of which landbank for € 11m (2) GAV development € 1,455m Office 58% Retail € 84m Annualised in-place rent (4) 21% € 630m Net debt LTV 43% In-place rental yield 7.3% Income generating (3) 79% € 22m FFO GTC is a leading commercial real estate operator and developer in Poland and capital cities of CEE and SEE countries. GTC has one of the best quality property platforms with more than a 20 year track record in the region Note: Note (1) Includes Residential Landbank & Inventory (2%) and Assets held for sale (1%); (2) Excludes € 18m of investment in associates and 50% Joint Ventures; (3) Excludes attributable value for assets held for sale and completed assets in associates Source: GTC (Czech Rep.) and non-core assets; (4) Net of rent-free periods 3

  4. KEY FINANCIAL METRICS 2 Key metrics ( € m) H1 2016 H1 2015 FFO 22,5 22 € m 41 39 NOI 22 21,5 76% 75% Rental margin 21 20,5 35 35 EBITDA 20 19,5 22 19 FFO I 19 19 18,5 FFO I /share ( € ) 0.05 0.05 18 17,5 H1 2015 H1 2016 Total property EPRA NAV 30 June 2016 31 December 2015 € m 828 1,455 1,324 1600 Total property 1,455 779 1,324 1400 630 522 Net Debt 1200 43% 39% LTV 1000 800 828 779 EPRA NAV 600 EPRA NAV/share ( € ) 1.80 1.69 400 200 0 31 30 June 31 30 June December 2016 December 2016 2015 2015 4

  5. NET LOAN-TO-VALUE POLICY: 40-50% 3 ( € m) 30 June 2016 Comments 1 Long-term bank debt and financial liabilities 699 See Debt Maturity Profile 1 Short-term bank debt and financial liabilities 1 115 Loans from minorities (included in the above) (20) 2 Quasi Equity on Project Deferred issuance debt expense 5 2 level 799 Total bank debt and financial liabilities 99 Cash & cash equivalents & deposits Cash paid for asset acquisition 3 post-balance sheet date 70 Escrow accounts for purchase of assets 3 Net debt and financial liabilities 630 Moderate leverage in 1,455 Total property 4 accordance with the company’s policy 4 Loan-to-Value ratio 43% Average interest rate 3.2% Interest cover 3.4x 5

  6. CONSERVATIVE FINANCING STRUCTURE 4 Balanced debt split Interest rate split As of 30 June 2016 As of 30 June 2016 Hedges Unsecured Other under debt currencies negotiations 14% 17% 3% Floating 31% Fixed/hedged Secured 66% debt 86% EUR 83% * Other currencies include PLN and HUF Current debt maturity (EUR mn) Comments As of 30 June 2016  Average interest rate of 3.2% 250  Interest cover at 3.4x 200  Bonds due in 2017 and corporate debt totaling € 65mn, 150 to be refinanced by the new 53 Bond Program 153 € m 100 23 137 62 52 50 80 3 15 17 38 34 26 24 21 11 - 2017 2018 2019 2020 2021 2022+ Standard debt amortization 2017 bonds and corporate loans Conservative financing structure with 43% LTV 6

  7. OUTLINE TERMS AND CONDITIONS 5  Funding to refinance bonds principal due in 2017 and corporate debt ( € 65m) PURPOSE OF  General corporate purposes TRANCHE  € 150m, including offered tranche and other debt instruments potentially issued by the PROGRAM SIZE Company POLISH PUBLIC  Up to € 20m - for Public Offer aimed at institutional investors, and private investors ISSUE subscribing not less than € 100,000 - SIZE POLISH PUBLIC  3-years ISSUE  Issue in October, 2016 - MATURITY  3.75% POLISH PUBLIC  Fixed ISSUE  Payable 6-monthly - COUPON  € 1,000 nominal value per bond INSTRUMENT  € 100,000 minimum subscription per institutional investor SIZE  CATALYST LISTING  Net Financial indebtedness /Total Assets Value <=60% KEY FINANCIAL  Total Assets less Secured Financial Indebtness / Unsecured Financial Indebtedness > = 130% COVENANTS  Net Secured Financial Indebtedness /Total Assets Value<=50%  Profit from continuing operations*/Interest paid >=150%  18 October - opening of subscriptions KEY DATES  25 October - closing of subscriptions * Profit from continuing operations before tax and financial items, and after profit or loss from revaluation and impairment of assets 7

  8. POST-PROGRAM BOND MATURITY/COVENANTS (PRO-FORMA) 6 Bond maturity ( € m)** As of 30 June 2016 120 80 120 40 10 22 22 22 20 15 15 15 - April'17 October'17 March'18 April'18 September'18 March'19 October'19 October'21-23 Polish public issue International and other tranches*** Current bonds Pro-forma Covenants Bond (based on June 2016 Covenants financial statements) Net Financial indebtness /Total Assets Value <=60% 36% Total Assets less Secured Financial Indebtness / > = 130% 380% Unsecured Financial Indebtness Net Secured Financial Indebtness / <=50% 19% Total Assets Value Profit from continuing operations****/Interest paid >=150% >=150% 285%* * Pre completion of Galeria Polnocna it is estimated at 250% ** Assuming completed program issuance of € 150mn, structured up to € 30mn (3-yr) and up to € 120mn (5-7-yr) *** Other debt instruments potentially issued by the Company as part of the Program **** Profit from continuing operations before tax and financial items, and after profit or loss from revaluation and impairment of assets 8

  9. OUTLINE SUMMARY OF KEY SOURCES AND USES OF CASH* 7  Running at € 84mn annualised ( € 42m H1 2016)  Properties acquired/completed post-balance sheet date to RENTAL c. € 84-90+m contribute additional c € 6mn INCOME  Projects under construction to boost income from 2017  Net interest payments running at € 31m annualised, plus impact of DEBT SERVICE (c. € 71m) acquisitions post balance sheet date (interest&principal)  Principal repayment of project loans at c. € 40m annually € 74m  CURRENT CASH Current unencumbered cash and cash equivalent (as of H1 2016) € 24m  Disposal of non- core landbank and residentials SALE OF ASSETS  Cash/Equity requirement for construction 2016-2018E (c. € 88m) DEVELOPMENT (Ada Mall, White House, Galeria Wilanów and Green Heart Size/ timing PROPERTY  Intention to acquire more income-generating assets dependent on ACQUISTIONS opportunities * Sources and uses of cash are indicative, prior to repayment and issuance of new debt 9

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