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Adg dgar ar In Inve vest stmen ents ts an and Dev d Devel elopmen opment In Inves vestor tor Pr Presentati esentation on June Ju e 2015 1 Forwar Fo rward-Looking Looking Info nformation rmation The information


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SLIDE 1

In Inves vestor tor Pr Presentati esentation

  • n

Ju June e 2015

1

Adg dgar ar In Inve vest stmen ents ts an and Dev d Devel elopmen

  • pment
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SLIDE 2

Fo Forwar rward-Looking Looking Info nformation rmation

2

 The information included in this presentation is information based on information included in the Company’s December 31 2014 yearly report and in the quarterly report of the Company as of March 31, 2015 as published in the MAGNA as well as on prior presentations and reports published by the Company and cannot replace study of the Company reports in question. In addition, the presentation includes data and information presented in a manner and/or edited and/or presented at a different cross-section than the data included in the reports in question, or such that can be calculated from the data included in the Company’s reports.  The report does not constitute an offer to purchase Company securities or an invitation to accept such offers and was intended solely to provide information to investors and its contents do not constitute advice, recommendation, opinion or proposals regarding the feasibility of investment, and cannot replace judgment, independent examination and personal advice in accordance with each investor’s personal information. The Company is not responsible for the completeness and/or precision of the information, and shall bear no responsibility for any damages and/or losses that may be caused as a result of use of the information.  This presentation features forward-looking information, as defined in the Securities Law, 1968. Such information includes, among

  • ther things, forecasts, goals, assessments and estimates made by Adgar Investments and Development Ltd. (“the Company”)

referring to future events or matters, the realization of which is not certain and is not under the Company's control and which are known to the Company as of the publication of this presentation. By its nature, forward-looking information is subject to the risk of it not being realized and such information is uncertain.  Realization of the forward-looking information shall be influenced by risk factors that characterize the Company's activity as well as developments in the economic environment in which the Company is active and in outside elements that may influence the Company’s activity.  Therefore, readers of this presentation are hereby warned that the Company's actual future results and achievements may be materially different from those presented in the forward-looking information presented in this presentation.  Furthermore, forward-looking forecasts and estimates are based on data and knowledge in the Company’s possession upon publication of the presentation and the Company is not required to make any update or change any such forecast and/or estimate so that they reflect events or circumstances applying after the presentation date.  To be clear, the Company is under no responsibility to update the information included in the presentation.

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SLIDE 3

 The real

l estate ate arm of the e Zur r Shamir mir Holdi dings ngs Group up.

 32

32 assets ets in majo jor r city y centers ters – Toronto,

  • nto, Tel Aviv,

v, Warsaw, aw, Antwer werp. p.

 286

286,000 000 m², , mainl nly y offices. ces.

 abou

  • ut 330

330 tenan nants. ts.

 Deben

benture ture rating ing – A3

3
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SLIDE 4

The Company’s Strategy

Th The Re Real al Estate tate Level vel Th The Financi ancial al Level el

  • Location
  • Betterment potential;
  • Building quality
  • Cost per m²
  • Significant yield gap over

cost of finance

  • Financial flexibility

The Ad Admi ministr nistrative ative Level vel

  • Professional management staff
  • Local management
  • Critical mass in each country
4
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SLIDE 5 5 1) All partnerships are held at a rate of 100% and hold most Canadian assets at 50%

Zur Shamir Holdings Ltd.

Direct Insurance Financial Investments Ltd. Adgar Investments and Developments Ltd.

Adgar International Holdings Ltd.

Additional Canadian Partnerships (1) Migdal Additional Belgian Companies Polish Companies
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SLIDE 6

 Real

l estate tate with th a value ue of 3.2 bill llio ion n NIS.

 Equi

uity to balan ance ce sheet eet ratio tio (less ss cash) sh) of 25.9 .9%. %.

 Loan

an to value ue ratio io (LTV) ) of 45 45%. %.

 Total

al net financial ancial debt bt to investm vestment ent prop

  • perty

erty and d real l estat ate e under der construction nstruction ratio io of 65 65%. %.

 NOI for 1-3/2015

2015 - 45.5 5 milli lion

  • n NIS (afte

fter r selling ing an additional ditional 25 25% % in Cana nada da and d inve vestme stment t in pro rope pertie ties s that at have ve yet to create reate thei eir r full l yield). ld).

6
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SLIDE 7

Geograp graphic hic Br Breakdown kdown by Rent nt for 1-3/15 15

7

Belgium 8% Israel 26% Poland 34% Canada 32%

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SLIDE 8 8

Sa Sale le of Pr Properties perties in in at at Bo Book

  • k Val

alue an and Hig igher her

May 2012 – sale of 25% of the rights to most properties in Canadian in return for a gross sum

  • f $99 million Canadian. Real

alization ation of ca capita tal gai ains to the e sum of 92 92 million

  • n NIS.

Migdal has a 19.39% investment in the Company’s activity in Poland.

January 2014 – completion of the agreement to sell an additional 25% of most of the properties in Canada in return for a gross total of $110 million Canadian. Realization of ca capita tal gai ains to the sum of 109 109 million

  • n NIS.

Pr Projec jects s under der developme velopment nt

APW - 74

74% signed leases (an additional 4% in negotiations), the property was purchased in June 2013

24% leased.

Adga gar r 360 360 - 54 54% % signed leases (an additional 5% in negotiations), a project expected to be completed

at Q2 2015.

2 2 Fras aser er - 50 50% % (an additional 25% in negotiations), a project expected to be completed by the end of

2015.

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SLIDE 9 9

Countr untry Nu Numb mber er of Building ldings Building lding areas eas (Thous

  • usands

ds of Meters ters)

Occup cupancy ancy Rate te As of March rch 31 2015 15 Book

  • k Value

lue of Prope

  • pertie

ties

(Million

  • ns of NIS)

Isra rael el 6 62 95% 712 Cana nada da 16 88 94% 878 Poland and 6 107 87% (1) 1,029 Belgiu ium 4 29 79% 204 Total tal 32 286 90% 2,823 (2)

Cas ash-Gene Generating ating Prop

  • pertie

erties s – Ma March ch 31 2015 015

1) Without APW, the occupancy rate in Poland is 97%. 2) Not including investment property under construction and construction rights.

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SLIDE 10

0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50% Over 5% State of Israel 5% - 3% 3% - 2% 2% - 1% Under 1%

10

Israeli Govern- ment

  • Belgian Govern-

ment Offices

  • Polish

Government Offices

  • Bank of Montreal
  • Link 4
  • Thomas Cook-

Canada

  • IDI Insurance
  • Pfizer
  • CIBC
  • Symantec
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SLIDE 11

NO NOI De I Deve velopme

  • pment

nt (in Millions

ns of NIS) S)

11

105 124 146 167 173 171 174 (* 190 190 192 (* 173 190 220

50 100 150 200

2005 2006 2007 2008 2009 2010 2011 2012 *) 2013 2014 2015 Forecast **)

Expected NOI

*) After selling ng 25 25% of

  • f most

st of

  • f the prope

pert rties in in Cana nada da in in May 2012 and an an additio tiona nal 25 25% in in Janu nuary ry 2014. **) After occupyi cupying ng the APW Project ct and d the Adgar r 360 project ct (on the basi sis of exist sting ng prope perties, ties, ass ssum umpti ption

  • ns regardi

ding ng contr ntrac act t renewal al and d exchang ange rates s as of March rch 31 2015). ). On the matte ter r of forwar ard-look

  • oking

ng infor

  • rmati

mation

  • n see Slide

de 2

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SLIDE 12

FF

FFO O (in

n Millions ions of NIS)

12

Yearly FFO rate on the Basis of Q4/2016 Yearly FFO rate on the Basis of Q4/2015 2014 2013 FFO as defined by the authority 30.2 28.4 Real FFO (*) 64 45 33.7 50.7

*) *) On On th the bas basis of

  • f exist

sting rental ntal contr contrac act (i (in th the event nt of

  • f th

the di disc scon

  • nti

tinu nuati ation

  • n of
  • f a re

rental ntal ag agre reement, nt, renewal al was as assume sumed with th no no ch chang ange in in terms) rms) and and occ ccup upati ation

  • n assumpti

sumption

  • ns re

regardi arding ng pr proj

  • jects

cts un under der developm

  • pment
  • nt. Withou

Without th the inf nflue uenc nce of

  • f addi

additio tional nal pos possi sible ble cha changes, s, suc such as as cha chang nges in in exchan change rat ates and and chan changes in in finan inanci cing expenses ses foll

  • llow
  • wing

ing chan changes in in int interest st rates ates. Furth Furthermo rmore re, do does no not incl clud ude addi additio tional nal FFO FFO fr from

  • m th

the pu purch rchase se of

  • f ne

new pr prop

  • pert

rties (a (as well as as a decre creas ase in in th the event nt of

  • f th

the sale sale of

  • f pr

prop

  • pert

rties) s); on

  • n th

the matt matter of

  • f fo

forward ard-look

  • oking

ng inf nfor

  • rmati

mation

  • n se

see Slide de 2

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SLIDE 13

Sharehol reholder der Capi pital tal Develo elopm pment ent (in

n Millio ions ns of NIS) S)

13

686 745 836 849 828 876 821

8 30 30 35 35 20 20 30 30

500 650 800 950 2009 2010 2011 2012 2013 2014 31.3.15

Equity Attributed to Shareholders Dividend Distribution

*) In May 2015, the Company declared a dividend of $ 15 million, the dividend paid in June 2015.

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SLIDE 14

Equity ity to Ba Balan ance ce Sh Shee eet Rat atio (Less Cas

ash)

14

21.8% 24.0% 24.8% 27.4% 26.3% 27.0% 25.9% 28.1% 29.0% 27.8% 20% 22% 24% 26% 28% 30% 2009 2010 2011 2012 2013 2014 31.3.15

Ratio of Capital to Balance Sheet (Less Cash)

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SLIDE 15

Financ ancial ial Flexi exibili bility ty

15

58% 55% 51% 48% 45% 46% 45% 40% 45% 50% 55% 60% 65% 2009 2010 2011 2012 2013 2014 31.3.15

Fi Finan ancial cial Debt bt to Inv nvest estme ment nt Rat atio io – LTV *) *)

*) Bank debt against pledged assets.

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SLIDE 16

Princi

ncipal pal Data a – March ch 2015 15 Statements tements (Millions

  • ns of NIS)

S)

Decem ember er 31 2014 2014 March rch 31 2014 March rch 31 2015 Data a as of

445 428 208

Cash and securities

3,270 2,817 3,170

Investment property and real estate under construction

3,862 3,388 3,544

Total tal assets ts

601 560 424

Current liabilities

2,339 1,981 2,255

Other long-term liabilities

922 847 865

Equity ty

876 807 821

Equity attributed to shareholders 1-12/2 /2014 1-3/2 /2014 1-3/2 /2015 Data a for r the Perio riod

182.1 42.3 47.6

Revenues from rental of properties

172.6 39.5 45.6

NOI

139.6 31.0 37.7

EBITDA

75.4 11.5 27.6

Net profit

68.2 11.2 26.0

Net profit attributable to shareholders

16
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SLIDE 17

Pr Prin incipal cipal Ass Asset ets

17
slide-18
SLIDE 18

Is Isra rael el

18

Adga gar r Tower, er, Peta tach Tikv kva Area ea: : 26 26,000 000 m² (Compa pany shar are - 50 50%) %) The value of the Company’s share of the property as

  • f Mar

arch ch 31 31 2015 2015 - 165 165 million

  • n NIS

Occ ccupa pancy rat ate e in property perty as as of Mar arch 31 2015 - 99 99%

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SLIDE 19 19

25 25,000 000 m² val alue e as as of Mar arch ch 31 2015 : : 401 401 million

  • n NIS

Mai ain tenant t - the e Govern vernment t of Israe ael - Ministry try of Education ation Occ ccupa pancy rat ate e in property perty as as of Mar arch 31 2015 - 97 97%

Has ashlosha hlosha St Street Tel Aviv

Pla lann nned ed proj

  • jec

ect t Proj

  • ject

ct under er cons nstru ructi tion

Under der co constructi truction

  • n :21,00

000 0 m² on the existing structure (Adga dgar 360) 360) Planned ed proj

  • jec

ect t - co constru tructi tion

  • n of 16,000 m²
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SLIDE 20 20
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SLIDE 21

Toronto, Canada

21
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SLIDE 22

War arsaw saw (M (Mokotow)

  • kotow) – Polan
  • land
22
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SLIDE 23

War arsaw saw, , Pol

  • land

and

23
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SLIDE 24

An Antwer werp, p, Bel elgium gium

24
slide-25
SLIDE 25

Pr Project ects s Current rently y Underw rway ay – Israel ael

25
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SLIDE 26 26

Adgar

42 Fraser

7-15 Fraser/ 30 Fraser 2 & 20 Atlantic Adgar 161 Liberty Adgar 159/173 Dufferin Adgar 2 Fraser

slide-27
SLIDE 27

Pr Proj

  • jects

ects Cu Current rently ly Un Unde derw rway ay – Ca Canada ada

27
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SLIDE 28

Summary of Projects Currently Underway

28

Country Project Name Under signed leases As of March 31 2015 Property Book Value March 31 2015 (Millions of NIS) Expected Completion Cost, Fully Finished (Millions of NIS) Completion Date Expected Added NOI Fully Occupied (In Millions of NIS) Israel Added floors Adgar 360, Tel Aviv 54% *) 246 44 Q2 2015 26 Canada Fraser 2 50% **) 27 20 Q3 2015 4 Total tal 273 273 64 64 30 30

*) An additional 5% in advanced negotiations **) An additional 25% in advanced negotiations

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SLIDE 29

Pl Planned anned Pr Proje

  • jects

cts

29

33 33 Ef’al, Peta tach Tikva kva

Building g C Hashlosh sha a Stre reet et Tel Aviv

The lot has 20 20,000 00 m² of constr tructio ion rights; the Company y is acting to increase the construc uctio ion n rights to 40 40,000 00 m² The Company y has construc uctio ion n rights to construc uct 17 17,000 00 m² of

  • ffi

fices

Lan and Adjac acent ent to ABC-II II Building, g, Poland and

The optio ion of

  • penin

ning a d data center on land near the ABC-II II Build ldin ing with an a area of 7,000 0 m² is b being consid idered.

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SLIDE 30 30

Adga gar r Par ark k West est Poland d Bu Buildi ding g D

The Company y is workin ing to receiv ive a buildin ing permit it for the construc uctio ion n of an addit ition ional l 8,000 m² buildin ing. g. The Company y is workin ing to receiv ive a buildin ing permit it for the construc uctio ion n of an addit ition ional l 5,000 m² buildin ing. g.

Adga gar r Par ark k West est Poland d Bu Buildi ding g A

Pl Planned anned Pr Proje

  • jects

cts

Can anada ada - Liberty erty

The Company y is workin ing to receiv ive rights to construct t 30 30,000 00 m² of offi fices. s.

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SLIDE 31 31
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SLIDE 32

Tha Thank Yo nk You

32