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Company
- verview
March 2015
Company overview March 2015 1 Disclaimer This presentation has - - PowerPoint PPT Presentation
Company overview March 2015 1 Disclaimer This presentation has been prepared by been verifjed by any independent sources such restrictions. The securities of the This presentation may include forward- MERLIN Properties SOCIMI, S.A. (the and
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March 2015
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This presentation has been prepared by MERLIN 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
purchase such securities. The information contained in this document is subject to change, verifjcation and completion without notice. Neither the Company nor any of affjliates, advisors or agents makes any representation or warranty, express or implied, as to the accuracy or completeness
in this document. Each of the Company and its affjliates, advisors or agents expressly disclaims any and all liabilities which may be based on this document, the information contained or referred to therein, any errors therein or omissions therefrom. Neither the Company, nor any of its affjliates, advisors
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 verifjed by any independent sources and there can be no assurance that the assumptions or estimates are accurate. Accordingly, undue reliance should not be placed on any of the industry, market
in this presentation. Additionally, certain information contained herein may be based on management accounts and estimates of the Company and may have not been audited or reviewed by the Company’s auditors. Recipients should not place undue reliance on this information. The fjnancial information included herein may have not been reviewed for accuracy
be relied upon. This information is provided to the recipients for informational purposes
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, fjnancial condition and prospects of the Company. Neither this presentation nor any copy
disclosed 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. 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”), or the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”). Such securities may not be offered
a limited basis, if at all, to Qualifjed Institutional Buyers (as defjned in Rule 144A under the Securities Act) in reliance
from, or transaction not subject to, the registration requirements of the Securities
not been and, should there be an offering, will not be registered under the applicable securities laws of any state or jurisdiction
exceptions, may not be offered or sold within Canada or Japan or to or for the benefjt of any national, resident or citizen
THIS PRESENTATION DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER FOR SALE OR SOLICITATION OF ANY OFFER TO BUY ANY SECURITIES NOR SHALL IT OR ANY PART OF IT FORM THE BASIS OF OR BE RELIED ON IN CONNECTION WITH ANY CONTRACT OR COMMITMENT TO PURCHASE
SHARES IN ANY OFFERING SHOULD BE MADE SOLELY ON THE BASIS OF PUBLICLY AVAILABLE INFORMATION ON THE COMPANY. This presentation may include forward- looking statements. All statements
included in this presentation, including, without limitation, those regarding the fjnancial position, business strategy, management plans and objectives for future operations of the Company are 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
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
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.
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INDEX MERLIN at a glance
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Management
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Deployment
14
The Portfolio
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Equity research
30
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Executive Summary Strategy Internal division by asset classes
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Executive Summary Company presentation
MERLIN Properties SOCIMI, S.A. is the largest Spanish REIT listed in the Spanish Stock Exchange, with a market cap of ca. It is devoted to the acquisition and management of Core and Core Plus commercial real estate assets in the Iberian Peninsula.
1As of February 27, 2015
The company generates return to shareholders through the distribution
and the value enhancement of its portfolio of assets. MERLIN Properties management consists of top qualifjed professionals in the Spanish and Portuguese real estate industry. It is led by: Ismael Clemente, CEO. Miguel Ollero, CFO. David Brush, CIO.
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Shareholder structure1 Key Figures
Market cap
2
Gross porfolio value
Gla owned
Gross rental income2
Occupancy rate
Wault3
1
As of February 27, 2015
2
Annualized 2015 GRI, including Tree rent uplift. Remaining assets do not include CPI rent increase, still pending to be determined
3
Weighted average unexpired lease term, calculated as of December 31, 2014
Goldman Sachs 3% Credit Suisse 4% EJF 5% UBS 10% Free Float 64% Monarch 4% Marketfjeld 10%
Executive Summary Key fjgures
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Tree Portfolio
Several locations
GRI €89.1m GLA 374,131SQM
Marineda
A Coruña
GRI €18.5m GLA 106,276SQM
WTCAP 6 & 8
Barcelona
GRI €5.5m GLA 29,077SQM
Madrid-Getafe
Getafe
GRI €1.1m GLA 16,242SQM
Valencia-Almus.
Valencia
GRI €1.1m GLA 26.613SQM
Madrid A-1 Portfolio
Madrid
GRI €9.8m GLA 34.175SQM
Vitoria-Júndiz
Vitoria
GRI €2.8m GLA 72,717SQM
Zaragoza-Plaza
Zaragoza
GRI €1.0m GLA 20,764SQM
Executive Summary The portfolio
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1 This is a target only and not a profjt forecast 2 Dividend yield calculated over original issue price (€ 10 per share)
Strategy Pillars
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properties producing rental stream in less than 3 years
consolidated GAV, with the aim to access the collateral asset in compliance with the Company’s strategy
Prime offjce properties located in Madrid,
Barcelona, Lisbon and, to a lesser extent,
Dominant shopping centres with good
catchment area
Logistic properties located in close
proximity to transport hubs
Good quality secondary assets with strong
leases
High street retail in city centres and
certain suburban areas Primary focus on undermanaged properties with upside potential Properties in locations that benefjt from
inwards FDI
T arget acquisitions Strategy Portfolio
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Internal division by asset classes
TREE INVERSIONES INMOBILIARIAS SOCIMI SAU
MERLIN RETAIL SOCIMI SLU
MERLIN OFICINAS SOCIMI SLU
MERLIN LOGISTICA SOCIMI SLU
Tree Portfolio Marineda Madrid Offjce Portfolio Vitoria-Júndiz WTCAP 6 M a d r i d
e t a f e WTCAP 8 Zaragoza-Plaza Valencia-Almussafes
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Management capabilities Management compensation and running costs
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€2.8bn of Assets under Management prior to IPO (as of March 2014) “Hands-on”, local approach to participated companies and investment management Proven experience all along the value creation chain: due diligence, structuring, acquisition, fjnancing, lease-up, refurbishment and disposal
Financing capabilities Strong management capabilities
Reputation and expedite execution effectively provides a preferred bidder status Flexible deal structuring resulting in the acquisition of assets (50%), corporates (23%), sale & leasebacks (18%) and, most recently, asset- backed loans (9%) 50/50 record in majority and protected minority deals, always securing management role Long-standing, highly rated relationship with domestic and international property lenders €2.3bn of debt raised in the market prior to IPO, with no default up to date Wide experience in fjnancial restructurings and recapitalizations
Structuring expertise and speed of execution
Management capabilities
20 years of presence in Spain and 16 years in Portugal provide an extensive knowledge of property market players 50% of transactions closed off-market Past or current analysis of virtually all property names
Unique deal fmow
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Shareholder return is defjned as the sum of the change in the EPRA NAV plus the total dividends distributed per ordinary share (adjusted to exclude the effects of any issuance
during the period)
Management compensation and running costs
Annual overheads set
at the higher of 6%
Company EPRA NAV – on par with
the most effjcient international peers Under this scheme, the personnel’s variable remuneration is the
“buffer” to the annual overheads
(the more effjcient, the higher the variable remuneration)
Overheads as % of GRI and NAV
remuneration
Annual fjxed remuneration 40% of total personnel expenses Cash bonus and restricted cash bonus scheme to represent
personnel expenses Buffer for overhead expenses Bonus incentive plan Awarded annually depending on the performance
8% annual return hurdle, and 15% of the excess shareholder return over a 12% annual return hurdle, which resets annually
dividends (of such year and preceding years since most recent year in respect of which a portion of the stock plan has been paid) over the previous high watermark EPRA NAV for which a portion of the stock plan has been paid Catch-up mechanism / Payment in Company’s shares with a 5-year vesting period / 1-year lock-up
stock plan
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Strategic deployment of the equity raised in the IPO into a high quality yielding portfolio...
Source: Company
1 WTCAP 6 is 65% occupied. On full occupancy, average WTC “topped-up” initial yield would be 7.4%
Equity raised at ipo (€m) As (%) T
Use of proceeds (€m)
Date Type Size (€) Net Rental Income (€m) “Topped- up” Net Initial Yield (%) Tree 3 Jul. Offjces/ Retail 739.5m 89.1 5.7% Marineda 31 Jul. Retail 260.0m 17.2 6.6% Madrid Offjce Portfolio 2 Oct. Offjces 130.0m 9.2 7.1% WTCAP 6 & 8 13 Aug. / 10 Dec. Offjces 83.3m 5.2 6.2%1 Vitoria-Júndiz 30 Dec. Logistics 28.6m 2.8 9.6% Madrid-Getafe 12 Dec. Logistics 12.8m 1.1 8.4% Valencia-Almussafes 29 Sept. Logistics 12.2m 1.1 9.0% Zaragoza-Plaza 5 Aug. Logistics 10.8m 1.0 9.8% IPO & Transaction Costs
43.6m – –
Total 1,320.8 m 126.7 6.0% 1,292
Tree 56.0% Marineda 19.7% Madrid Offjce Portfolio 9.8% WTCAP 6 & 8 6.3% Vitoria-Júndiz 2.2% Madrid-Getafe 1.0% Valencia-Almussafes 0.9% Zaragoza-Plaza 0.8% IPO & Transaction Costs 3.3%
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Strategic deployment of the equity raised in the IPO into a high quality yielding portfolio...
Source: Company
Current capital structure (€m)
Gross Financial Debt
€ 1,144
million Average Debt Maturity
9.1
Years Average Cost of Debt (until end 2017)
3.8
% Average Cost of Debt (from end 2017)
2.7
% LTV
38.5
% % Hedged
99.3
% Total Assets
2,231
Gross Financial Debt
1,144
Cash
(286)
Net Financial Debt
858
Current debt structure (€m)
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Current capital and debt structure
Marineda …thereby increasing our cashflow generation and ability to pay dividends ahead of schedule. Madrid Offjce Portfolio + World Trade Center Almeda Park (“WTCAP”) x2 Vitoria + Getafe + Almussafes + Plaza
now invested
Deployment of funds
T arget Within 24 months 1 year 21 months Actual
3 months
Yields
Prime Shopping Centers Offjces (excluding Tree) Logistics 5.75% 5.0% 7.5% 7.25% 7.0% 9.5% 6.6% 7.2% 9.3%
6.25% 6.75%
T arget T arget T arget Actual Actual Actual Platinum Gold Silver Prime CBD Prime secondary Secondary Prime Madrid/Barcelona Prime Valencia/Zaragoza Secondary
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Portfolio metrics
1
Annualized 2015 GRI, including Tree rent uplift. Remaining assets do not include CPI rent increase, still pending to be determined.
2
Weighted average unexpired lease term, calculated as from December 31, 2014
3
Quoted yields exclude transaction costs associated with the acquisition of the assets
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Offjce area monthly rent. €127 monthly rent per parking space for Madrid Offjce Portfolio and €98 monthly rent per parking space for WTCAP
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WTCAP 8 is 65% occupied. On full occupancy, additional rent of € 0.9 million shall be obtained, therefore raising WTC commingled gross yield to 7.7% and topped-up yield to 7.4%. Portfolio gross yield would raise to 6.14%. Final yield will also depend upon a price adjustment based on additional space leased in a certain timeframe by former owners of WTCAP 8
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Plaza rent split is €3.9/sqm/m for logistics space and € 5.8/sqm/m for offjce space
Tree Marineda Madrid Office Portfolio WTCAP 6 & 8 Vitoria Júndiz Madrid Getafe Valencia Almussafes Zaragoza Plaza COMBINED AT PRESENT Acquisition Price (€m) 1,577.5 260.0 130.0 83.2 28.6 12.7 12.2 10.7
2,114.9
Total GRI1 (€m) 89.1 18.5 9.8 5.5 2.8 1.1 1.1 1.0
128.9
Total NRI (€m) 89.1 17.2 9.2 5.2 2.8 1.1 1.1 1.0
126.7
Total NOI (€m) 89.1 16.0 9.2 5.1 2.8 1.1 1.1 1.0
125.4
Cap Value (€/sqm) 4,215.7 2,446.5 3,804.0 2,863.0 393.1 785.0 458.8 517.7
3,110.0
Monthly Rent1 (€/sqm) 19.8 14.5 21.05 17.85,6 3.2 5.5 3.5 4.2
16.1
GLA under management (000’s) 374.2 106.3 34.2 29.1 72.7 16.2 26.6 20.8
680.0
Occupancy Rate (%) 100.0% 90.6% 76.4% 82.5% 100.0% 100.0% 100.0% 100.0%
96.6%
WAULT3 by Rents (yrs.) 24.5 3.3 2.5 5.3 9.8 9.9 2.4 11.7
18.7
Gross Yield4 (%) 5.65% 7.10% 7.54% 6.65%6 9.63% 8.41% 9.21% 9.77%
6.09%6
EPRA "Topped-up" Net Yield3 (%) 5.65% 6.63% 7.09% 6.25% 9.63% 8.41% 9.00% 9.77%
6.00%
EPRA Net Initial Yield3 (%) 5.65% 6.15% 7.09% 6.13% 9.63% 8.41% 9.00% 9.77%
5.93%
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Portfolio metrics Gross Yield per asset type
GAV breakdown per asset type Rents breakdown per asset type Occupancy and average lease length per asset type
High Street Retail Shopping Centers Offjce Logistics
High Street Retail Shopping Centers Offjce Logistics
WAULT per asset type (years) Occupancy per asset type
Average WAULT of 18.7 years High Street Retail Shopping Centers Offjce Logistics
Average occupancy of 96.6% Average yield of 6,1%
100% 91% 79% 100,0%
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High Street Retail - Spain Tree
DESCRIPTION 880 branches and 5 buildings fully leased to BBVA with a long term agreement, 30 years for the branches (25 years left) and 20 for the buildings (15 years left). The portfolio has a total area of approximately 375,000 sqm, located in Spain across 442 municipalities and 49 provinces. Above 60% of the portfolio is located in the Top-5 regions in terms of GDP per capita.
1
Annualized 2015 GRI, including contractual rent uplift. In addition, the infmation swap income for 2015 is € 1.5 million
2
Weighted average unexpired lease term calculated as from December 31, 2014
KEY FACTS
Percent Ownership
Title
GLA
Annual GRI1
Occupancy
No of tenants 1 Wault2
LOCATION
72 31 7 100 10 10 67 23 123 158 10 40 77 22 33 90 12
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Shopping Center - A Coruña Marineda
DESCRIPTION Marineda is the leading shopping complex in Galicia and the second largest in Spain. Opened in 2011 as part of the “Marineda City” shopping and leisure complex, the entire complex has a built area of more than 500,000 sqm and a gross leasable area (“GLA”) of approximately 196,000 sqm. The complex, which received 15.1 million visitors in 2014, has 6,000 parking spaces. The Marineda shopping centre located just 6.6 km from the centre of A Coruña and boasts excellent connections. The centre’s catchment area covers a population of almost 2.8 million people. The centre has 100,378 sqm of GLA and an attractive and balanced retail mix, including El Corte Inglés and IKEA. KEY FACTS
Percent Ownership
Title
GLA
Parking spaces
Annual GRI1
Occupancy
No of tenants 150 Wault2
LOCATION
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1
Annualized 2014 GRI, pending 2015 contractual rent uplift
2
Weighted average unexpired lease term calculated as from December 31, 2014
A Coruña
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Offjce - Madrid Madrid A-1 +info
1
Annualized 2014 GRI, pending 2015 contractual rent uplift
2
Weighted average unexpired lease term calculated as from December 31, 2014
DESCRIPTION The portfolio has a total GLA of 34,175 sqm and includes 5 office buildings, one with total GLA of 10,856 sqm and 331 parking spaces fully let to Vestas, an offjce complex with 3 buildings with total GLA of 17,139 sqm and 392 parking spaces let to Philips and Neoris and an empty building with a total GLA of 6,180 sqm and 132 parking spaces. All the properties are built to the highest standards and are highly visible from the A1 highway, very close to Plaza de Castilla. LOCATION
Madrid
KEY FACTS
Percent Ownership
Title
GLA
Parking spaces
Annual GRI1
Occupancy
No of tenants 3 Wault2
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Offjce - Barcelona
1
Annualized 2014 GRI, pending 2015 contractual rent uplift
2
Weighted average unexpired lease term calculated as from December 31, 2014
World Trade Center Alameda Park 6
DESCRIPTION The property consists of one office building (building no.6) built in 2008 and located in WTC Almeda Park (Cornellá). The fjve-storey building has a GLA of 14,748 sqm and 213 parking spaces, and is currently occupied on a multitenant basis. The business park comprises 7 offjce buildings and a plot of land for mixed- use development (hotel and retail). Its strategic location, just 15 minutes from the centre of Barcelona and 10 minutes from the city’s airport, coupled with its excellent connections has attracted prestigious multinational companies such as Colt T elecom, Revlon, Alstom, and Panasonic.
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LOCATION Barcelona LOCATION KEY FACTS
Percent Ownership
Title
GLA
Parking spaces
Annual GRI1
Occupancy
No of tenants 3 Wault2
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Offjce - Barcelona
DESCRIPTION This class-A offjce building has a GLA of 14,543 sqm, distributed over a ground fmoor and four upper levels. The building is also equipped with over 700 sqm of storage space and 247 parking spaces. The property is partially let out to blue chip multinationals such as Panasonic, T echnip and Colt T elecom. The business park comprises 7 offjce buildings and a plot of land for mixed-use development (hotel and retail). Its strategic location, just 15 minutes from the centre of Barcelona and 10 minutes from the city’s airport, coupled with its excellent connections has attracted prestigious multinational companies such as Axa, Revlon, Alstom, and Schweppes.
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1
Annualized 2014 GRI, pending 2015 contractual rent uplift
2
Weighted average unexpired lease term calculated as from December 31, 2014
World Trade Center Alameda Park 8
LOCATION Barcelona KEY FACTS
Percent Ownership
Title
GLA
No of tenants 3 Wault2
Annual GRI1
Occupancy
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Logistics - Vitoria Vitoria - Júndiz
DESCRIPTION On a plot of 107,183 sqm, the constructed area of the property is 72,717 sqm, and is fully leased on a long-term basis to Norbert Dentrenssangle, one of the leading international logistics operator. The property benefjts from 33 sheltered loading docks. The property is located between the Ali Gorbeo and Júndiz industrial parks. Ali Gobeo is notable for the presence of the 650,000 sqm Mercedes Benz factory, and Júndiz is in an excellent location, at the crossroads of national highways A68/A-1/N-1 and N-240, which make it a perfect location for
Postal Service, DHL, Schencker, Azkar, ADIF, and Eroski.
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1
Annualized 2014 GRI, pending 2015 contractual rent uplift
2
Weighted average unexpired lease term calculated as from December 31, 2014
LOCATION Vitoria KEY FACTS
Percent Ownership
Title
GLA
No of tenants 1 Wault2
Annual GRI1
Occupancy
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Logistics - Getafe Madrid - Getafe
DESCRIPTION This asset, built in 2000 following the highest standards for logistics facilities, has a gross lettable area of 16,242 sqm and is fully leased on a long-term basis to Transportes Souto, one of the leading logistics operator in the Spanish market. The property is located in the industrial area known as CLA Getafe, primest logistics area in South Madrid (15 kilometers from Madrid center), which boasts excellent access to the A-4, M-50, R-4 and A-42 roads.
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1
Annualized 2015 GRI,
2
Weighted average unexpired lease term calculated as from December 31, 2014
LOCATION
Getafe
KEY FACTS
Percent Ownership
Title
GLA
No of tenants 1 Wault2
Annual GRI1
Occupancy
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Industrial - Valencia Valencia - Almussafes
DESCRIPTION The property consists of seven modules with a total gross lettable area
Almussafes (22km from Valencia) and boasts excellent access to the AP-7, A-7 and V-31 roads. This industrial hub has grown around Ford’s main manufacturing facility in Spain, housing major operators and suppliers serving the automobile industry.
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1
Annualized 2014 GRI, pending 2015 contractual rent uplift
2
Weighted average unexpired lease term calculated as from December 31, 2014
Valencia
KEY FACTS
Percent Ownership
Title
GLA
No of tenants 3 Wault2
Annual GRI1
Occupancy
LOCATION
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Logistics - Zaragoza Zaragoza - Plaza
DESCRIPTION Industrial facilities comprising 3 buildings (2 for logistics use and one for
Imaginarium, a leading brand in the educational toys sector. The asset benefits from approximately 15,000 sqm of unused buildability rights. With a GLA of 20,764 sqm, the property is located in Zaragoza, in the consolidated Logistics Platform of Zaragoza (PLAZA), one of the largest logistics hubs in Spain, with an area of over 13 million sqm. The strategic location and excellent communications has converted PLAZA into an appealing location for renowned international companies such as Inditex, DHL, Azkar and Balay.
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1
Annualized 2015 GRI
2
Weighted average unexpired lease term calculated as from December 31, 2014
Zaragoza
LOCATION KEY FACTS
Percent Ownership
Title
GLA
No of tenants 1 Wault2
Annual GRI1
Occupancy
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Equity research coverage
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Equity research coverage Coverage
Date Reccom Target Price Net Rental Income NAV Per Share EPS Dividend Per Share 2014 2015 2016 2014 2015 2016 2014 2015 2016 2014 2015 2016 14-01-15 Buy 12,00 52,00 119,70 122,90 n.a. 11,70 n.a.
0,46 0,49 0,00 0,37 0,39 21-01-15 Buy 13,30 54,40 127,50 130,00 10,62 12,07 13,34 0,25 0,64 0,64 0,00 0,48 0,48 02-03-15 Overweight 13,00 57,00 138,00 165,00 10,50 12,00 13,30 0,16 0,57 0,66 0,00 0,52 0,60 28-11-14 Buy 12,54 60,38 126,00 129,00 10,20 12,10 13,61 0,22 0,71 0,76 0,00 0,57 0,60 02-02-15 Buy 13,08 58,09 123,87 126,84 10,50 11,50 12,30 0,00 0,49 0,51 0,00 0,39 0,41 24-02-15 Buy 13,70 54,00 138,00 154,00 10,51 11,86 13,05 0,16 0,34 0,43 0,00 0,34 0,36 24-02-15 Outperform 13,20 53,00 129,00 129,00 n.a. 13,20 n.a. 0,27 0,54 0,54 0,00 0,46 0,46
Consensus 12,97 55,55 128,87 136,68 10,47 12,06 13,12 0,07 0,54 0,58 0,00 0,45 0,47 Share Price (Feb 27th) 12,00 Potential Upside / (Downside) 8,1%
32 PASEO DE LA CASTELLANA, 42 28046 MADRID +34 91 787 55 30 info@merlinprop.com www.merlinproperties.com