2016 EXTRAORDINARY GENERAL SHAREHOLDERS MEETING › ... › EGM-September-2016-Presen… · 2016...

LARGER BROADER

STRONGER

2016 EXTRAORDINARY GENERAL

SHAREHOLDERS MEETINGMadrid, 15 September 2016

This presentation has been prepared by MERLÍN Properties, SOCIMI, S.A. (the Company) for informational use only.

The information contained in this presentation does not purport to be comprehensive or to contain all the information that a prospective purchaser of securities of the Company may desire or require in deciding whether or not to purchase such securities, and has not been verified by the Company or any other person. The information contained in this document is subject to change without notice. Neither the Company nor any of affiliates, advisors or agents makes any representation or warranty, express or implied, as to the accuracy or completeness of any information contained or referred to in this document. Each of the Company and its employees, officers, directors, advisors, agents or affiliates expressly disclaims any and all liabilities whatsoever (in negligence or otherwise, whether direct or indirect, in contract, tort or otherwise) for any loss howsoever arising from any use of this presentation, the information contained or referred to therein, any errors therein or omissions therefrom or otherwise arising in connection with this presentation. Neither the Company, nor any of its affiliates, advisors or agents undertakes any obligation to provide the recipients with access to additional information or to update this document or to correct any inaccuracies in the information contained or referred to therein.

Certain statements in this document regarding the market and competitive position data may be based on the internal analyses of the Company, which involve certain assumptions and estimates. These internal analyses may have not been verified by any independent sources and there can be no assurance that the assumptions or estimates are accurate. Additionally, certain information in this presentation may be based on management accounts and estimates of the Company and may have not been audited or reviewed by the Company’s auditors, whereas the information on Metrovacesa S.A. and on certain competitors contained herein is based on publicly available information which has not been verified by the Company. Accordingly, recipients should not place undue reliance on this information.

This information is provided to the recipients for informational purposes only and recipients must undertake their own investigation of the Company. The information providing herein is not to be relied upon in substitution for the recipient’s own exercise of independent judgment with regard to the operations, financial condition and prospects of the Company.

Neither this presentation nor any copy of it shall be taken, transmitted into, disclosed, diffused, send, published or distributed in the United States, Canada, Australia or Japan. The distribution of this presentation in other

jurisdictions may also be restricted by law and persons into whose possession this presentation comes should inform themselves about and observe any such restrictions. In particular, any offer that might result from the transaction herein escribed will not be made, directly or indirectly, in the United States of America, or by use of mails, or by any means or instrumentality (including, without limitation, facsimile transmission, telephone and internet) of interstate or foreign commerce of, or any facilities of any national securities exchange of, the United States, Canada, Australia or Japan. The securities of the Company have not been and, should there be an offering, will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act) and, subject to certain exceptions, may not be offered or sold in the United States. The securities of the Company have not been and, should there be an offering, will not be registered under the applicable securities laws of any state or jurisdiction of Canada or Japan and, subject to certain exceptions, may not be offered or sold within Canada or Japan or to or for the benefit of any national, resident or citizen of Canada or Japan.

THIS PRESENTATION DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER FOR SALE OR SOLICITATION OF ANY OFFER TO BUY ANY SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION, NOR SHALL IT OR ANY PART

OF IT FORM THE BASIS OF OR BE RELIED ON IN CONNECTION WITH ANY CONTRACT OR COMMITMENT TO SELL OR PURCHASE SHARES. ANY DECISION TO SELL OR PURCHASE SHARES IN ANY OFFERING SHOULD BE MADE SOLELY ON THE BASIS OF PUBLICLY AVAILABLE INFORMATION.

This presentation may include forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause such actual results, performance or achievements, or industry results, to be materially different from those expressed or implied by these forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of the Company and the environment in which they expect to operate in the future. Forward-looking statements speak only as of the date of this presentation and the Company expressly disclaim any obligation or undertaking to release any update of, or revisions to, any forward-looking statements in this presentation, any change in their expectations or any change in events, conditions or circumstances on which these forward-looking statements are based.

In reviewing this presentation, the recipient is agreeing to, and accepting, the foregoing restrictions and limitations.

DISCLAIMER

2016 EXTRAORDINARY GENERAL SHAREHOLDERS MEETING

Madrid, 15 September 2016

Integration of Metrovacesa 2 ı 4

Board of directors 3

Distribution to shareholders 1

Timetable and conclusions

Transaction highlights

Metrovacesa overview

MERLIN post-transaction

Agenda items

ı 4 ı

INTEGRATION OF METROVACESA

2 ı 4Agenda items

ı 5 ı

TRANSACTION HIGHLIGHTS

ı 6 ı


INTEGRATION OF METROVACESA: COMPELLING STRATEGIC RATIONALE

Unparalleled footprint

• Consolidation of the #1 office portfolio

• Dramatic scale-up in shopping centers, becoming the #2 player in Spain

Leadership and European scale

• Undisputed Spanish leader

• One of the largest diversified commercial REIT in Continental Europe

Enhanced options for non-core assets

• Leading Spanish rented residential platform, while deconsolidating from MERLIN

• Attractiveness and liquidity of the hotel division (#1 net lease hotel operator in Spain)

• NOL carry forwards

Tangible embedded upside

• Company poised for compelling short-to-medium term value and FFO growth

• Management to tighten overheads cap

• Management to adjust stock plan by reducing participation levels(1)

(1 ) Subject to AGM approval

ı 7 ı


STRUCTURE & TERMS1 2 3 4

Transaction structure

1. Pre-transaction “status quo” 2. Full spin-off of MVC in 3 business lines

MVCcommercial

land

MVCcommercialreal estate

MVCrented

residential

Contributed to:

Excluded from transaction scope

MVC Shareholders

MERLINcommercialreal estate

MERLINrented

residential

JV Residential Company

ı 8 ı



3. Acquisition of MVC’s commercial property in exchange for 146.7 m MERLIN shares

MERLIN Shareholders

MVC Shareholders

Shareholders structure


MERLINcommercialreal estate

MVCcommercialreal estate

BBVA

Santander

MVC’s minorities

Current MERLIN shareholders

Popular

21.95%68.76%

6.41%

2.86%

0.02%

31.24%

ı 9 ı



4. Simultaneous merger of MVC’s rented residential platform into MERLIN’s platform


MVC Shareholders

Shareholders structure

BBVA

Santander

MVC’s minorities

MERLIN

Popular

Service Level

Agreement


46.21%

34.24%

13.49%

6.01%0.05%


MERLINrented

residential

MVCrented

residential

65.76%

ı 10 ı

Shares disposal terms

• 180-day initial lock-up for MVC shareholders• Orderly sale mechanism

• 90 days lock-up for future sell-downs for blocks over 1% of TSO• MVC shareholders are restricted from “dribbing-out” over 20% the average daily volume



Governance and Management

• Enlargement of MERLIN BoD to reflect new shareholding structure: 15 members (60% independent) • MERLIN management team to remain unchanged

• JV Residential Company: internally managed by the Testa Residencial management team under the supervision of MERLIN, through a Service Level Agreement (€7.7m annual fee)

Approvals and timing

• Transaction subject to antitrust approval• Transaction subject to approval of MERLIN and MVC shareholders (15 September 2016)• Expected closing: Q4 2016

Other• Reciprocal €75m break-up fee if transaction not approved by either EGM• MERLIN and MVC will distribute to shareholders €66m and €50m, respectively, before transaction closing

ı 11 ı

APPEALING TRANSACTION FROM A FINANCIAL PERSPECTIVE

(1) Based on 31 December 2015 reported NAV of €9.85 per share(2) Based on 20 June 2016 close price €9.30 per share(3) L3M Volume Weighted Average Price of €9.75 per share(4) Selected market transactions comparable to MVC’s assets in each asset class, mostly completed within the last 18 months(5) Not adjusted for MERLIN NAV increase from implied new shares issuance premium

1 2

NAV accretive

• Stock for stock transaction: MERLIN new shares issued at €11.40 per share

• 15.8% premium to NAV(1); 22.6% to unaffected share price(2) and 16.9% to L3M VWAP(3)

• 5.7% accretive in NAV p.s.(1): combined company pro-forma NAV of €10.41 p.s (vs. €9.85 p.s)

• MERLIN’s residential portfolio contributed at a 30.1% premium to NAV

Highly attractive acquisition capital values

• Very attractive acquisition capital values vs. comparable market transactions(4).

• Office: €3,192/sqm(5)

• Shopping centers: €2,735/sqm(5)

• Hotels: €115k/room(5)


ı 12 ı

(1) MERLIN’s FFO based on 2016 market consensus DPS of €0.44 and implied FFO of €0.55 p.s.(2) Based on March 2016 GAV for MERLIN and December 2015 GAV for MVC

1 2

APPEALING TRANSACTION FROM A FINANCIAL PERSPECTIVE


FFO accretive since year 1

• Transaction FFO accretive from day 1

• 3.4% accretive in FFO p.s. (from €0.55 p.s. to €0.57 p.s.) (1)

• Assumes MVC’s post-transaction overhead expenses fulfill MERLIN’s current overhead policy

• Reconfirmed commitment to distribution policy of 80% of FFO

Sound capital structure preserved

• Enhancement of MERLIN’s credit profile

• Decrease in LTV from 50.6% to 49.0% post transaction (2)

• Maintenance of healthy financing ratios within MERLIN’s policy and S&P guidelines

• Transaction does not trigger an early termination event in MERLIN or MVC’s bank debt / bonds

METROVACESA OVERVIEW

ı 14 ı

Key figures(1)


SUPERB PORTFOLIO FIT WITH MERLIN…1 2

GLA1,277,373 sqm

GRI(2)

€152 m NRI(2)

€124 m

GAV€3,190 m

OCCUPANCY81.4%

NET DEBT(3)

€1,539 m

WAULT2.4 years

GROSS YIELD4.8%

NAV€1,673 m

Other

Rented residential

Hotels

High Street Retail

Logistics

Shopping centers

O�ce

50% 2%

10%

38% BREAKDOWN

BY GRI

Other

Rented residential

Hotels

High Street Retail

Logistics

Shopping centers

O�ce

BREAKDOWN

BY GAV

58%3%

8%

31%

Office Shopping Centers Hotels Other(5)

(1) As of 31 December 2015. Excludes rented residential assets to be contributed to JV Residential Company(2) Annualized gross rents / net rents calculated as passing gross rent / net rent as of 31 December 2015, multiplied by 12(3) Based on GAV(4) Other composed of miscellaneous including logistic assets, retail premises, senior residences, parkings and others.

Land excluded from the transaction

Office and shopping centers: ~90% of MVC(4)

ı 15 ı


1 2

SUPERB PORTFOLIO FIT WITH MERLIN…

Irreplicable high quality portfolio

ı 16 ı


(1) Refers to €/room(2) Other composed of miscellaneous including logistic assets, retail premises, senior residences, parkings and others. Land excluded from the transaction(3) As of 31 December 2015

1,835

Office

GAV(3) (€ m) GAV(3) (€/sqm)

€3,192

1,004

Shopping centers

€2,735

256

Hotels

€115k(1)

95

Other(2)

n.m.

…VERY WELL POSITIONED TO BENEFIT FROM THE RECOVERY CYCLE 1 2 3

Diversified across MERLIN’s core divisions

ı 17 ı


(1) Other composed of miscellaneous including logistic assets, retail premises, senior residences, parkings and others. Land excluded from the transaction(2) Annualized gross rents calculated as pro-forma passing gross rent as of 31 December 2015, multiplied by 12. Passing rent as of 31 December 2015(3) Excluding a shopping center currently under repositioning

Significant upside in rental levels

GRI(2) • Passing rent(2) (€/sqm/m)

ERV yield

Gross yield

€15m

Hotels

5.9%

4.1%

€76m

Office

€58m

Shopping centers

17.4/20.1(3)

5.5€3m

Other(1)

n.m.

n.m.

5.8%

6.1%

5.8%

6.8%

14.1

1 2 3

…VERY WELL POSITIONED TO BENEFIT FROM THE RECOVERY CYCLE

ı 18 ı


(1) Other composed of miscellaneous including logistic assets, retail premises, senior residences, parkings and others. Land excluded from the transaction(2) As of 31 December 2015(3) Excluding a shopping center currently under repositioning(4) Not adjusted for assets under repositioning. If adjusted, average occupancy would be 82.1%

Suboptimal occupancy levels and short WAULT

81.4%AVERAGE OCCUPANCY(2)(4)

2.4AVERAGE WAULT(2)

1.8

Office

78%

3.8

Hotels

100%

3.3

Other(1)

62%

2.9

Shopping centers

76%/84%(3)

1 2 3

…VERY WELL POSITIONED TO BENEFIT FROM THE RECOVERY CYCLE

ı 19 ı

PRIME PORTFOLIO OF HIGH QUALITY PROPERTIES IN MADRID AND BARCELONA1 2

Metrovacesa overview Office portfolio

Located in MERLIN’s core markets

Madrid Barcelona

11% 89%

BREAKDOWN BY MARKET

(BY GAV)

MVC office KPIs(1)

CBD NBA Periphery

48%

18% 34%

BREAKDOWN BY LOCATION

(BY GAV)

(1) As of 31 December 2015

Broad offer spectrum

# ASSETS37

GAV€1,835 m

GRI €76 m

ERV YIELD5.9%

WAULT1.8 years

GLA574,781 sqm

CAPITAL VALUE PSM €3,192 / sqm

GROSS YIELD4.1%

PHYSICAL OCCUPANCY78%

ı 20 ı

Metrovacesa overview Office portfolio

Large portfolio of prime assets

Remarkable footprint in prime CBD, including trophy assets…

…complemented by presence in high growth areas in the North of Madrid

High quality tenants

1 2

PRIME PORTFOLIO OF HIGH QUALITY PROPERTIES IN MADRID AND BARCELONA

ı 21 ı

UNIQUE PORTFOLIO IN STRATEGIC LOCATIONS WITH UPSIDE POTENTIAL1 2

Metrovacesa overview Shopping centers

Footprint in high GDP / capita regions

GRI €58 m

GROSS YIELD5.8%

GAV€1,004 m

CAPITAL VALUE PSM €2,735 / sqm

# ASSETS14

GLA367,090 sqm

ERV YIELD6.8%

PHYSICAL OCCUPANCY76% / 84%(2)

WAULT2.9 years

2015 FOOTFALL49 m

MVC Shopping centers KPIs(1)

(1) As of 31 December 2015(2) Excluding a shopping center currently under repositioning

ı 22 ı

Metrovacesa overview Shopping centers

Dominant malls in prime urban locations

Top-tier tenants

1 2

UNIQUE PORTFOLIO IN STRATEGIC LOCATIONS WITH UPSIDE POTENTIAL

MERLIN POST-TRANSACTION

ı 24 ı

CONTINENTAL EUROPE’S LARGEST DIVERSIFIED COMMERCIAL REIT AND UNDISPUTED SPANISH LEADER1 2


(1) Only including commercial real estate players(2) MERLIN figures as of 31 March 2016 and MVC as of 31 December 2015

37.8

22.1 18.7 18.512.3 11.6 11.0 9.3 9.2 9.1

UK players Continental European players

Europe’s largest diversified pure commercial REIT(1)

37.8

22.1 18.7 18.512.3 11.6 11.0 9.3 9.2 9.1

UK players Continental European players

By GAV(2) (€ billion)

Commercial diversified

Shopping centers

Office pure play

Office pure play

Commercial and residential

Shopping centers

Player type:

Shopping centers

Shopping centers

UK diversified

UK diversified

ı 25 ı

1 2

(1) MERLIN figures as of 31 March 2016 and MVC as of 31 December 2015 (2) Includes JV Residential Company contribution at proportional NAV. Includes non-material Paris

assets from MVC

(3) Annualized gross rents calculated as passing gross rent as of March 31 2016, multiplied by 12(4) Includes income from minority stake in JV Residential Company

Undisputed leader in the Spanish real estate market across all asset classes

By GAV(1) (€ billion) By GRI(1) (3) (€ million)

Spanish Non-Spanish

9.3(2)

2.11.5 1.0 0.9

6.9

483(4)

62105

46 40

2319.3(3)

2.1 1.5 1.0 0.9

6.9483(5)

62 10546 40

231

Spanish Non-Spanish

CONTINENTAL EUROPE’S LARGEST DIVERSIFIED COMMERCIAL REIT AND UNDISPUTED SPANISH LEADER


ı 26 ı

LARGER, BROADER, STRONGER

Breakdown by asset class(1)

MERLIN pre-transaction MERLIN post-transaction MERLIN pro forma (Excluding non-core)

(1) MERLIN figures as of 31 March 2016 and MVC as of 31 December 2015 (2) Other includes land and projects under development (3.6%), minority stakes (2.2%) and other

miscellaneous assets

(3) Corresponds to MERLIN’s 34% minority stake in JV Residential Company NAV(4) Total portfolio GAV (Including land and development GAV)(5) Including current WIP at total expected investment value and SLP

1 2 3 4


Office High street retail Shopping centers LogisticsHotels Rented residential Other

37%

31%

€6.2 Bn(4)

11%

6%5%

4% 6%(2)

€9.3 Bn(4)

44%

21%

18%

7%3%

2%(3)5%(2)

22%

€8.7 Bn

19%

9%(5)

48%

2%

ı 27 ı

Pro-forma EPRA gross yield per asset type(1)(2)

5.3%AVERAGE GROSS YIELD

3.3

84.0%

Office

20.5

100.0%

High street retail

2.9

81.0%

Shopping centers

4.1

93.5%

Logistics

3.8

100.0%

Hotels

Office High street retail

Shopping centers

Logistics Hotels

4.7% 5.1%5.8%

6.9%5.8%

Occupancy (%)WAULT (years)

(1) MERLIN figures as of 31 March 2016 and MVC as of 31 December 2015 (2) Gross yield is calculated dividing annualized gross monthly rents by GAV

1 2 3

LARGER, BROADER, STRONGER4


ı 28 ı

1 2 3

Pro-forma Occupancy and WAULT(1) per asset type• #1 irreplicable office

portfolio with shorter WAULTS

• Dramatic scale-up in shopping centers to benefit from the Spanish consumer recovery

• Resilient high street retail to navigate the cycle

• Leading logistic platform

3.3

84.0%

Office

20.5

100.0%

High street retail

2.9

81.0%

Shopping centers

4.1

93.5%

Logistics

3.8

100.0%

Hotels

Office High street retail

Shopping centers

Logistics Hotels

4.7% 5.1%5.8%

6.9%5.8%

Occupancy (%)WAULT (years)

89.7%AVERAGE OCCUPANCY

7.1AVERAGE WAULT

(1) MERLIN figures as of 31 March 2016 and MVC as of 31 December 2015

LARGER, BROADER, STRONGER4

Pro-forma Occupancy and WAULT(1) per asset type

(years)


ı 29 ı


Pro-forma combined financial metrics

(1) MERLIN pre-transaction includes rented residential. MVC excluding rented residential(2) Including minority stakes(3) Annualized gross rents / net rents calculated as passing gross rent / net rent as of 31 March 2016,

multiplied by 12 for MERLIN and pro-forma passing gross rent /net rent as of 31 December 2015 for MVC

(4) For MERLIN based on 2016E broker consensus(5) Assumes (i) MVC’s post-transaction overhead expenses fulfill MERLIN’s current overhead policy

and (ii) current MVC cost of financing(6) Includes revenues from residential Service Level Agreement and attributable FFO from JV

Residential Company

€ mMERLIN(1)

(Dec-15)MERLIN ex. residential

Metrovacesa(1)

Impact from JV Residential Company

MERLIN Post-transaction

GAV(2) 6,053 5,764 3,190 211 9,166

NAV(2) 3,181 3,005 1,673 211 4,890

GRI(3) 310 298 152 - 450

NRI(3) 292 283 124 - 407

GRI/NRI ratio 94% 95% 81% n.a. 90%

FFO(4)(5) 178 172 85 10(6) 267

1 2 3 4


ı 30 ı

REINFORCED INVESTMENT GRADE CREDIT (BBB / STABLE BY S&P) WITH ENHANCED BUSINESS PROFILE, LOWER LEVERAGE AND IMPROVED FINANCIAL RATIOS

1 2

Key metrics (as of Mar-16)

Policy MERLIN pre-transaction(1) MERLIN post-transaction

Gross debt €3,271 m €4,730 m

Net debt €3,138 m €4,565 m

Undrawn revolving facilities 320 420

Avg interest rate 2.3% 2.2%

LTV <50% 50.6% 49.0%

ICR >2.5x 3.5x 3.5x

Average maturity 7.0 years 6.2 years

Unsecured debt >50% 59% 69%

Fixed rate debt >60% 87% 82%


(1) Pro-forma to bond issuance in April-16

ı 31 ı

1 2

Combined debt maturity profile(1)

(1) Pro-forma to bond issuance in April-16

Unsecured bank debt Unsecured bonds Secured loans & other

15 22

2016 2017

637 137

17 86 500

2018 2019 2020

1,303 83

721

21

1,220 700

2021 2022

1,01391464

850

2023 2024

Combined debt breakdown

36%

33%

24%

3% 4%

REINFORCED INVESTMENT GRADE CREDIT (BBB / SATBLE BY S&P) WITH ENHANCED BUSINESS PROFILE, LOWER LEVERAGE AND IMPROVED FINANCIAL RATIOS

Mortgage loans - bank Mortgage loans - non bank Leasings

Authorization to issue up to €2,700m of debt obligations to manage balance sheet efficiently

(€1,500m approved in AGM 2016 +€1,200m to account for MVC)4


ı 32 ı

Significant upside in MVC’s recurrent FFO

(1) MERLIN’s FFO based on 2016 Bloomberg consensus of €0.55 p.s. (€178 m) adjusted for the deconsolidation of residential activity (-€6 m) and for the impact of the JV Residential Company(+€10 m)

Commitment to tighter

overheads cap

2

MVC reaches MERLIN's

95% occupancy

20


NRI/GRI ratio

21

MVC at ERV rents

19 328

Pro-forma FFO including MVC upsides

MERLIN FFO MVC FFO(€ million)

Pro-forma transaction FFO(1)

267

85

182 182

146


overheads cap

2


95% occupancy

20


NRI/GRI ratio

21

MVC at ERV rents

19 328




267

85

182 182

146


overheads cap

2


95% occupancy

20


NRI/GRI ratio

21

MVC at ERV rents

19 328




267

85

182 182

146

• Succesful integration of Testa in record time

• MERLIN Management has proved to have the experience and skills to execute a smooth integration

• Solid track record implementing asset management plans and crystallizing synergies


TANGIBLE EMBEDDED UPSIDE IN METROVACESA’S PORTFOLIO…

ı 33 ı

Management commitment to tighten overheads cap and adjust stock plan

(1) Total shareholders return

STOCKMANAGEMENT PLAN

OVERHEADSCAP

POST-TRANSACTION

OF GRI6%

OF GRI5.75%

OF GRI5.5%

OF TSR(1)

10%OF TSR6%

OF TSR15%

OF TSR9%

OF NAV0.6%

OF NAV0.575%

OF NAV0.55%

HURDLE 8%ABOVE

HURDLE12%ABOVE

GREATER OF

PRE-TRANSACTION2018-2019 2020 ONWARDS


OVERHEAD TIGHTENED AND REDUCED STOCK PLAN

ı 34 ı

Enlarged presence in Madrid and Barcelona CBD(2)

MERLINpre-transaction

MERLINpost-transaction

2021.7x

340

161

277

Madrid CBD Barcelona CBD

63

41

(1) MERLIN figures as of 31 March 2016 and MVC as of 31 December 2015(2) Madrid CBD includes inside M-30. Barcelona CBD includes inside Ronda de Dalt and on the east, the beginning of 22@

MERLIN post-transaction office KPIs(1)

OFFICE LEADERSHIP REINFORCED BY INCREASED CBD PRESENCE AND DIVERSIFICATION1 2

GRI €193 m

GROSS YIELD4.7%

GAV€4,104 m

CAPITAL VALUE PSM €3,539/sqm

# ASSETS84

GLA1,159,750 sqm

PHYSICAL OCCUPANCY

84%WAULT3.3 years

GLA Evolution (‘000 sqm)


ı 35 ı

Portfolio breakdown

(1) Only includes assets located in Madrid and Barcelona

83%13%4%

Madrid Barcelona Other

42%47%11%

CBD New business areas Periphery

71%29%

Multi-tenant Single-tenant

83%13%4%


42%47%11%


71%29%


83%13%4%


42%47%11%


71%29%


83%13%4%


42%47%11%


71%29%


BY CITY (GAV)

83%13%4%


42%47%11%


71%29%


83%13%4%


42%47%11%


71%29%


83%13%4%


42%47%11%


71%29%


83%13%4%


42%47%11%


71%29%


BY LOCATION(1)

(GAV)

83%13%4%


42%47%11%


71%29%


83%13%4%


42%47%11%


71%29%


83%13%4%


42%47%11%


71%29%


BY PRODUCT

(GLA)

1 2

OFFICE LEADERSHIP REINFORCED BY INCREASED CBD PRESENCE AND DIVERSIFICATION


ı 36 ı(1) MERLIN figures as of 31 March 2016 and MVC as of 31 December 2015

GLA Evolution (‘000 sqm)

164

3.2x531



#assets

6

20

Significant upgrade in scale…MERLIN post-transaction shopping centers KPIs(1)

DRAMATIC SCALE-UP IN SHOPPING CENTERS, BECOMING #2 PLAYER IN SPAIN1 2

GRI €96 m

# ASSETS20

GLA531,165 sqm

GAV€1,677 m

CAPITAL VALUE PSM

€3,138/sqm

GROSS YIELD5.8%

PHYSICAL OCCUPANCY81%/87%(3)

WAULT2.9 years

FOOTFALL (2015)98 m


ı 37 ı

1 2

…on par with the #1 player

(2) Estimated

DRAMATIC SCALE-UP IN SHOPPING CENTERS, BECOMING #2 PLAYER IN SPAIN

Player Owned GLA (sqm)

1 Unibail-Rodamco 570k sqm

2 MERLIN 531k sqm

3 Klepierre 359k sqm

4 CBRE GI ~ 325k sqm(2)

5 LAR 312k sqm

Ranking of Spanish shopping center players


ı 38 ı

4

Transaction rationale

Pro-forma Rented residential KPIs(1)


Geographical split

63%

12%

5%

4%

16% Madrid

Pamplona

Mallorca

Other

San Sebastian

63%

12%

5%

4%

16% Madrid

Pamplona

Mallorca

Other

San Sebastian

• JV Residential Company to adopt SOCIMI status immediately and list within the next 2 years

# UNITS4,706

GRI€35 m

# ASSETS47

GROSS YIELD3.5%

GAV€980 m

OCCUPANCY 92%

NET DEBT€361 m

LTV37%

NAV€619 m

ENHANCED OPTIONS FOR NON-CORE BUSINESSES1 2

ı 39 ı

Pro-forma Hotels KPIs(1)


# ROOMS4,495

GRI€38 m

GAV€654 m

# ASSETS24

WAULT3.8 years

GROSS YIELD5.8%

ERV YIELD6.0%

GAV PER ROOM€154k

OCCUPANCY 100%

Hotels GAV evolution


3981.6x

12


65424

GLA Evolution (€ million)

#assets


ENHANCED OPTIONS FOR NON-CORE BUSINESSES1 2

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BOARD OF DIRECTORSCOMPOSITION

3Agenda items

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15 reputed and committed membersBoD composition

9 INDEPENDENT / 4 PROPRIETARY / 2 EXECUTIVE

Ms. Francisca Ortega Proprietary Director

Ms. Ana de Pro Independent Director

Mr. John Gómez-Hall Independent Director

Mr. Donald Johnston Independent Director

Mr. Fernando Ortiz Independent Director

Mr. Alfredo Fernández Independent Director

Ms. Ana García Fau Independent Director

Ms. María Luisa Jordá Independent Director

Mr. Javier García-Carranza Proprietary Director

Mr. Agustín Vidal-Aragón Proprietary Director

Mr. Rodrigo Echenique Non Executive Chairman

Mr. Juan María Aguirre Independent Director

Mr. Miguel Ollero Executive Director

Ms. Pilar Cavero Independent Director

Mr. Ismael Clemente Executive Vice-chairman

Remuneration and nomination committee Audit and control committee Independent directors Up for election

Ms. Mónica Martín de Vidales Secretary Mr. Ildefonso Polo del MármolVice-secretary

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1Agenda items

DISTRIBUTION TO SHAREHOLDERS

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MINIMUM OF € 140 M (€ 0.36 + PER SHARE) AGAINST FY 2016 RESULTS: ALL CASH & PAYMENT IN TWO INSTALMENTS

Distributions Shareholder Distribution guidance on 2016 results

(€ 0.205 p.s.) (€ 0.362 p.s.)

€ 0.02 p.s. € 0.185 p.s.

€ 66m € 140m

Interim

September 2016Total

Subject to EGM Sep 2016

approval

(€ 0.157 p.s.)€ 74m

Final 2017

Subject to AGM 2017 approval

Subject to BoD

approval

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TIMETABLE AND CONCLUSIONS

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TIMETABLE

21 June 2016 Late July 2016 Q3 2016 September 2016

Transaction announcement

Independent Expert report

MERLIN and Metrovacesa General Shareholders’ Meeting

Closing of the transaction

Antitrust approval

Q4 2016

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Enhanced scale and capital markets profile

Sound capital structure preserved

Appealing financial terms

Irreplicable, diversified and balanced resulting portfolio

Optionality for MERLIN’s non-core assets

Tangible embedded upside in Metrovacesa

A perfect industrial fit

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LARGER BROADER

STRONGER


SHAREHOLDERS MEETING


SHAREHOLDERS MEETINGMadrid, 15 September 2016

2016 EXTRAORDINARY GENERAL SHAREHOLDERS MEETING › ... › EGM-September-2016-Presen… · 2016...

Documents

Transcript of 2016 EXTRAORDINARY GENERAL SHAREHOLDERS MEETING › ... › EGM-September-2016-Presen… · 2016...