SHAPING THE FACE OF RETAIL IN POLAND - Echo Polska Properties
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Introduction 1 EPP Management EPP Executive Team Hadley Dean Jacek Baginski Michał Świerczyński Wojciech Knawa Rafal Kwiatkowski CEO CFO Head of AM Head of PM COO • More than 20 years of real • Senior financial executive • Over 20 years of real • 17 years of experience in • Over 15 years of real estate experience with over 20 years of estate experience across commercial real estate estate experience gained experience across CEE Poland, Russia and at, among others, Echo • Most recently served as Germany • Most recently served as Investment the CEO of Compass • Member of a number of the Managing Director at Offices’ EMEA operations Management Boards and • Most recently served as a Echo Investment Property • Most recently served as CFO in companies listed Venture Partner and the Management, where he the Chief Legal Officer at • Prior to Compass, served on the Warsaw Stock Head of Retail at Griffin managed all retail and Echo Investment, being as a Managing Partner of Exchange and those Real Estate office assets directly involved in Eastern Europe at Colliers controlled by large private financing, leasing, sales International, where he equity funds in CEE • In 2004-2007 Associate • Prior to joining EPP, and acquisitions managed business across Director at JLL Russia worked in the hotel and 12 countries, 16 offices • Recently, Member of the office sectors, selling hotel • In 2005-2007 Member of and more than 1,000 Management Board and • In 1997-2004 Head of projects and the Supervisory Board at employees CFO of Empik Media & Leasing and Development commercialising office Barlinek and Opoczno Fashion, one of the at ECE assets • In 2017 received the largest retail groups in Projektmanagement EuroBuild Real Estate Poland Personality of the Year (2017) award
Introduction 2 Agenda 1 Company at a glance 2 Key investment highlights 3 Poland – attractive investment destination 4 M1 portfolio update , Marcelin and Developments 5 Update on the office disposal process 6 Historical Financials 7 Conclusion
Section 1 4 EPP at a glance Overview Key performance indicators EPP’s geographical footprint • EPP is the leading retail property group in Poland with c.€2bn of investment properties Occupancy 98.6 96.0 (%) • One of the most experienced retail property and asset Szczecin management team in Central & Eastern Europe (CEE) Lomza WALT • Presence in the majority of key cities throughout Poland with 5.3 3.8 Inowroclaw (years) Wloclawek coverage of 40% of the national catchment area Poznan Warsaw • Experienced Executive Board LTV 47.4 • Strong institutional shareholders: Redefine (36.2% stake), (%) (target of 45) Kalisz Lodz Oaktree & PIMCO (shareholders in Echo Prime which holds a 6.4% stake in EPP) Bełchatow Debt WAM Jelenia Gora Wrocław • Raised c.€360m of new equity post IPO (years) 3.9 Kielce Zamosc Czeladz Business model Klodzko Zabrze EBITDA interest Krakow 4.2 coverage 1• Pure Polish play, with retail focus (2017A) Przemysl (x) 2• Each asset must be dominant, defensible and sustainable Occupancy cost 13.5 3• ratio Organic and inorganic growth to obtain scale (2017A) (%) Retail development 4• Highly proactive asset and property management 18 Retail assets 2 projects Rent to sales 5• Long-standing tenant relationships 10.3 (%) 6 Office assets 18 Cities 6• Continued deleveraging Source: Company information
Section 1 5 EPP at a glance Key corporate events Jan-16: Aug-16: Apr-17: Jan-18: Incorporation of EPP in the EPP converted to Equity raise of Equity raise of €113m through Netherlands as a private a public company €149m through a private placement to finance limited liability company a private acquisition of M1 tranche I placement Jun-16: Aug/Sep-16: Acquisition of 75% stake by Redefine Listing on the Luxembourg Stock Exchange and subsequent decrease of stake to (Aug-16) and conducted a private placement 50% by on-sale of shares to a listing (€96m) on Johannesburg Stock consortium of investors Exchange (Sep-16) Developments since listing1,2 €805m increase in portfolio value 339k sqm increase in Signing of the agreement to Galaxy extension opened in 11 since incorporation retail GLA acquire M1 portfolio consisting of Nov-17 acquisitions (Jun-16)4 (since Q2 2016) 12 assets (€3.1m NOI uplift) 153 Outlet Park extension opened in Sep-17 192k GLA sqm of retail developments in 1,428 retail leases3 employees (€1.0m NOI uplift) Warsaw currently Source: EPP, 2017 Financial Results Presentation 1 As of March 2018 3 Excluding leases of tranche I of M1 portfolio which are secured by a master lease until 2024 2 Incl. M1 tranche I acquisition 4 Excluding JVs
Section 1 6 EPP at a glance Investment journey since listing to position EPP as the leading retail landlord in Poland Recent portfolio transactions Retail Retail Retail Office Office Office Acquisition of Acquisition of Acquisition of Sale of A4 Business Sale of Sale of Tryton Zakopianka Galeria Mlociny1 Galeria Solna Park (I, II, III) West Gate Business House Date: May-17 Date: Jun-17 Date: Jul-17 Date: Dec-17 Date: Dec-17 Date: Dec-17 Location: Krakow Location: Warsaw Location: Inowroclaw Location: Katowice Location: Wroclaw Location: Gdansk GLA: 26,142 GLA: 81,900 GLA: 23,627 GLA: 29,959 GLA: 16,533 GLA: 23,8752 +252k sqm Oct Nov Dec 2017 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 2018 Jan of M1 retail space3 Office Retail Office Retail Office Retail Acquisition of ROFO office portfolio Development of A4 Business Park Acquisition of Blackstone portfolio O3 Business Campus Acquisition of M1 portfolio (tranche I) Date: Dec-16 Towarowa 221 (III) Date: Jun-17 (II) Date: Jan-18 Date: Dec-16 Date: Apr-17 Date: Dec-17 O3 Business Campus (I) Wzorcownia Location: Czeladz Completion: 2022/2023 Location: Katowice Location: Krakow Location: Krakow Location: Wloclawek GLA: 53,600 Location: Warsaw GLA: 11,900 GLA: 18,950 GLA: 18,755 GLA: 25,455 GLA: 110,000 Location: Zabrze GLA: 52,800 Tryton Business House Twierdza Zamosc Location: Gdansk Location: Zamosc GLA: 23,5372 GLA: 23,806 Location: Krakow GLA: 49,600 Symetris (I) Twierdza Klodzko Location: Lodz Location: Lodz Location: Klodzko GLA: 38,400 GLA: 9,595 GLA: 23,039 Source: EPP 1 30% owned by Echo Investment S.A. until development phase completion 3 Tranche II and III of M1 portfolio 2 Tryton Business House GLA increased from 23,537 sqm in Q4 2016 to 23,875 sqm in Q3 2017 Acquisitions Disposals
Section 1 7 EPP at a glance Value of portfolio Key operating metrics (€m) GLA (sqm) Footfall and sales No. of units 1,822 LFL (%) 638 7.0 1,4284 116 Retail 359 4.6 968 972 194 299 3.0 3.0 1,347 444 2016 2017 2016 2017 2016 2017 2016 2017 Standing value M1 tranche I Developments Footfall Sales (€m) GLA (sqm) Occupancy (%) No. of tenants 95.8 96.0 Office 387 176 110 309 137 94 2016 2017 2016 2017 2016 2017 2016 2017 Portfolio breakdown1,2 Tenant mix1,3 WAULT: 3.8 years WAULT: 5.3 years 15% 6% 48% 5% 18% Fair value Total income 41% 54% GLA GLA 82% 46% 85% International Polish chain Local Retail Office tenants tenants tenants Source: EPP, 2017 Financial Results Presentation 1 As of January 2018 3 M1 tranche I not included due to existing masterlease agreement 2 Incl. M1 tranche I acquisition concluded in January 2018 4 Excluding leases of tranche I of M1 portfolio which are secured by a master lease until 2024
Section 1 8 Why focus on retail in Poland? Lack of high-street retail proposition prior to transformation enabled rapid growth in the number of shopping centres in Poland, which remain the dominant format with 71% of market share, and makes the EPP portfolio particularly attractive Prior to transformation: 1989-1995: 1995-2000: 2000-2005: 2005 onwards: • 95% of retailing controlled by • Strong reliance on outdoor • First hypermarkets opened by Auchan, Real, Carrefour • Large foreign real estate players • Multi-level urban schemes government owned entities market places and Geant invest in large malls in Poland • Introduction of new formats: (e.g. Klepierre, Unibail-Rodamco) • Only other formats were temporary • Emergence of small isolated • First three shopping malls built in Warsaw (Panorama, discounters, convenience and improvised selling points stores in sporadic Promenada, Bogusz Centre) to cater to the needs of • Hypermarkets complemented with stores, outlet parks unconnected locations wealthier clients large fashion offering • Development of shopping • Other formats included a few department stores centres in smaller cities (Domy Towarowe: Wars, Sawa & Junior, Smyk) • Starting from 2015, development • Opening of the first M1 in 1997 of mixed-use schemes Prior 1989 1995 2000 2005 Limited new supply Decreasing prime yields New supply of shopping centres stock (000s sqm) Prime retail yields in major regional Polish cities (%) 743 8.0 615 607 612 7.5 7.0 6.8 475 459 452 443 6.3 425 6.0 6.0 6.0 6.0 6.0 399 5.5 5.3 5.0 253 250 2009A 2010A 2011A 2012A 2013A 2014A 2015A 2016A 2017A 2018F 2019F 2020F 2005A 2006 2007A 2008 2009A 2010 2011A 2012 2013A 2014 2015A 2016 2017A Source: CBRE, JLL, Savills
Section 1 9 EPP strategy 1 Create an income-generating retail champion 2 Utilise strategic relationships • Leading Polish retail landlord focused on income generation • Leverages relationships with tenants by exploiting economies of scale • Dominant, defensible and sustainable portfolio • Strong relationships in the international capital markets, • Consolidation of key retail assets in strategic locations particularly in South Africa 3 Maintain efficient operations through expertise 4 Develop scale with prudent leverage • Experienced in-house asset and property management teams • Growth has been primarily driven by acquisitions of hand-picked retail assets and extensions • Excellent staff retention facilitating intellectual capital and long- term value generation • Going forward we expect to grow organically and inorganically through extensions and acquisitions. • Steady deleveraging towards the long-term LTV target of 45% • Cautious liquidity management Source: EPP
Section 1 10 … Resulting in the largest retail portfolio in Poland … One of the largest portfolio of retail assets in Poland… … widely recognized with prominent awards GLA of retail assets in Poland (000s sqm)2 No. of properties2 18 21 9 12 6 8 11 6 2 3 2017 2017 2016 2016 Additional GLA following the +489 acquistion of M1 tranche II, III, CIJ Awards Poland CEE Retail Awards Eurobuild Awards Eurobuild Awards Marcelin and completion of Galeria Best Asset Management Property Management Shopping Centre of the Year – Shopping Centre Manager Mlociny and Towarowa 22 Company of the Year Company Galeria Echo of the Year – Grzegorz Czekaj 639 596 428 412 412 2017 2017 2017 250 162 128 114 87 Eurobuild Awards 7th CEE Investment Awards 2006–2016 Deal of the EPP¹ Atrium ECE NEPI Unibail Cromwell Immo- Klepierre GTC Global- The Real Estate Personality of Core+/Value Add Decade Awards Rockcastle finanz worth³ the Year – Hadley Dean Investor Winner: Newcomer … consisting of modern and well-invested buildings Year of completion split by GLA (000s sqm) Galaxy refurbishment and extension Undergone refurbishment / extension since M1 tranche I assets • Opened in 2003 and fully refurbished in 2013 • Extension in 2017 resulted in additional 15,150 sqm GLA and €3.1m NOI uplift 91 Refurbishment usually carried Galeria Echo Kielce out within 9-10 years from • Opened in 2002 and extended in 2011 to create one of the biggest shopping-entertainment 69 72 completion centers in Poland with almost 300 stores 54 57 50 48 Outlet Park 39 • Opened in 2012 and extended in 2015 and 2017 34 26 25 28 23 24 – 2017 extension resulted in additional 3,800 sqm GLA and €1.0m NOI uplift Galeria Sudecka • Opened in 2000 and redeveloped in 2015 1997 1998 1999 2000 2001 2002 2003 2007 2009 2010 2011 2012 2013 2014 Source: EPP, company information 1 Includes tranche I of M1 portfolio acquisition which closed in January 2018 3 Griffin portfolio acquired by Globalworth 2 Latest available data as of March 2018
Section 1 11 … Outperforming the competition … Retail assets sales performance EPP outperforming the competition Footfall increase Polish Council of SC – turnover index (yoy change) Footfall (million) PLN/sqm Footfall 2016 Footfall 2017 2.1% 2.2% 7.1% 1.8% 12 8.8% 2.3% 6.4% 8 8.1% (1.1%) 4.8% 6.2% 3.1% 4.5% (0.1%) 2.0% (2.5%) 4 0 CH Veneda Zakopianka Galeria Solna Olimpia Grunwaldzki Galeria Galeria Amber Galaxy Outlet Park Twierdza Twierdza Wzorcownia Sudecka Galeria Zamość Galeria kłodzko Włocławek Echo (2.6%) Pasaż 2014 2015 2016 2017 Sales increase EPP turnover growth (yoy change) Average monthly sales (PLN/sqm) Average 2016 Average 2017 7.0% 6.7% 4.1% 0.5% 1,000 9.7% 3.3% 6.3% 7.1% 12.5% 6.0% 800 8.9% 5.9% 7.9% 10.2% 2.8% 3.0% 600 2.5% 400 200 0 Zakopianka Veneda Galeria Galeria Amber Olimpia Galaxy Galaeria Outlet Park Grunwaldzki Wzorcownia Twierdza Twierdza Sudecka Galeria Galeria 2014 2015 2016 2017 Zamość kłodzko Galeria Echo Solna Galeria Pasaż Source: EPP, Savills
Section 1 12 … And well-positioned to take advantage of e-commerce Shopping centres in Poland are a social destination, making e-commerce channels far less of a substitute 1 Stores are expected to drive most of the retail sales growth … 2 … while online retail penetration should remain at moderate levels Retail sales 2016A vs. 2022E (indexed to 100) • In Poland retail is expected to remain resilient to online shopping – Poles associate visiting Online retail as percentage of total retail In-store sales Online sales shopping centre with leisure 4.3 15.1 17.8 10.0 9.5 • There is a strong drive to focus on the development of the social aspects of social centres, 150 75% of growth which should further limit on-line shopping threat 125 coming from in-store sales “ 100 Once gastronomy and leisure units occupied approx. 5-7% of shopping space, now this ratio 75 has increased to approximately to 10-15% with a few examples exceeding 20%. This ratio is 50 expected to grow even further in the future 25 0 Poland Germany UK France Netherlands 3 EPP's properties respond to customer needs … 4 … leveraging e-commerce to enhance shopping experience GLA split by categories Speciality Electronics • Customers engage anywhere and at anytime via integrated, seamless experiences 3% Services Goods Household 1% • Showroom effect enhances the customer experience 4% appliances & • Flagship stores increases the desirability of the brand Accessories 5% • Omni-channelling increases brands’ recognition and appeal to widest range of customers Health & • Click-n-collect provides an opportunity for the consumer to further interact with the brand Beauty 6% and may lead to further in store sales Food Court, Fashion & • Convenience of location and desirability of the shopping centre drives willingness of the Restaurants & Accessories consumer to engage with retailer Cafe 49% 3% 16% Traditional retail e-commerce Entertainment 13% Click-n-collect Food / Supermarkets 14% Source: EPP, JLL
Section 2 13 Key investment highlights
Section 2 14 Key investment highlights 1 Creating scale through organic and inorganic growth 2 Successful acquisition strategy supported by prudent financial management 3 Dominant and defensible portfolio of well-located shopping centres 4 Strong relationships with high quality tenants 5 Efficient, reliable and integrated operations platform
Section 2 15 1 Creating scale through organic and inorganic growth Organic growth Inorganic growth NOI growth GLA extensions Developments External acquisitions • Turnover increase • Extensions of 2 best-performing retail assets • 2 Warsaw projects under development with • Excellent access to additional opportunities • CPI-indexing (Galaxy and Outlet Park) – full NOI impact yet to (GLA of 192k sqm) • Strong sourcing capabilities • Tenant mix improvement initiatives be reflected • Galeria Mlociny to open in April 2019 • Plan to acquire King Cross Marcelin located in • 3 other assets identified for future extension • Further upside from Towarowa 22, zoning Poznan and M1 tranche 2 and 3 • Upside for M1 assets expected to take place in 2018/2019 • Recycling of assets Substantial NOI growth in 2016A-17A (54%), with further expansion expected between 2018E and 2020E Value of EPP's portfolio (€m)1 No. of investments 9 9 93 93 6 – – – – 4 92 92 132 142 142 2,0144 1,623 1,693 309 1,359 1,367 359 420 422 387 392 1,203 1,271 1,347 972 975 Q4 2016 Q1 2017 Q2 2017 Q3 2017 Q4 2017 Retail M1 tranche I (retail) Office Source: EPP 1 Defined as investment property value 3 Acquisition of A4 Business Park III; treated as one project together with A4 Business Park I/II 2 Galeria Olimpia and Centrum Echo Belchatow treated as one project 4 Pro forma for M1 tranche I acquisition completed in January 2018
Section 2 16 2 Successful acquisition strategy supported by prudent financial management Reducing LTV Long debt maturity dates LTV (%) (€m) Average maturity: 3.9 83% hedged1 years 434 55.4% 47.4% 45% 179 151 102 81 11 FY FY Long-term 2018 2019 2020 2021 2022 >2022 2016 2017 target Financial management guidelines • 1 Leverage: sustain a sound balance sheet that is well within covenants and credit metrics 4• Operational costs: robust approval system and periodic monitoring of costs versus the with a long-term target of 45% budget on a monthly (at properties and HQ level) and quarterly (overall for EPP) basis • 2 Hedging: target to hedge 100% of interest rate exposure; currency of rental income 5• Dividend policy: intention to distribute 100% of distributable earnings to the shareholders; matching the currency of EPP funding shareholders have the option to reinvest through DRIP programme • 3 Credit risk: require tenants to pay rentals in advance and present security of the liabilities resulting from lease agreements Source: EPP 1 100% of the debt is assumed to be hedged in line with EPP policy; the remaining portion is unhedged due to one loan maturing in 2018
Section 2 17 3 Dominant and defensible portfolio of well-located shopping centres EPP's geographically diversified portfolio encompasses three asset types targeting diverse customer groups EPP retail assets Large urban shopping centres • EPP's largest assets with a GLA of 48,000-72,000 sqm • Located in Poland's largest and most affluent cities, very close to the city centres, in densely populated areas Szczecin • Strong fashion offering complemented by food, entertainment and F&B Lomza • Usually competing with a handful of other malls in their vicinity Inowroclaw Wloclawek Dominant regional shopping centres Warsaw1 Kalisz • EPP's smaller format with a GLA of 15,000-55,000 sqm Lodz • Located in strong regional cities Belchatow • Critical mass enhanced by entertainment Jelenia Gora Wroclaw Zamosc • Very limited competition, usually limited to much smaller formats Kielce (e.g. hypermarkets or smaller retail parks) Czeladz Zabrze Klodzko Krakow Przemysl Outlet parks / stand-alone retail schemes • Category includes Outlet Park Szczecin (GLA of c.28,300 sqm) and Centrum Handlowe Przemysl (GLA of c.6,000 sqm) • Located in either smaller cities or outskirts of larger cities in less densely populated Urban shopping centres areas Regional shopping centres • Competition mainly from other nearby hypermarkets or larger malls in city centres Outlet parks / stand-alone retail schemes but usually catering mainly to the population living in its close vicinity Source: EPP 1 Including development projects (Towarowa 22 and Galeria Mlociny)
Section 2 18 4 Strong relationships with high quality tenants A diversified portfolio with blue chip and international tenant base Top 10 retail tenants • Portfolio diversified in terms of footfall and NOI which creates a strong negotiating position No. Tenant name Rental income (€/month) % share in total • In 2017, retail accounted for 82% of GLA and 85% of fair value, while office for 18% and 15% respectively 1 542,712 8.1% • Retail assets are let out to leading retailers with international brands and mature, strong Polish retail chains (e.g. LPP 2 352,648 5.3% with a market cap. of €4.0bn, CCC with a market cap. of €2.7bn), diversifying EPP's macro exposure 3 154,096 2.3% • Cumulative top 10 retail and office tenants represent only 32% of total rental income 4 147,368 2.2% • Office space leased to blue chip tenants 5 131,509 2.0% Split by types – retail tenants1 Split by types – office tenants1 6 128,400 1.9% 7 125,599 1.9% 8 125,371 1.9% 7% 2% 9 108,395 1.6% 43% 10 103,344 1.5% 5% 2% GLA 30% Leading CEE retailers 66% 44% 51% Total income 32% 68% Top 10 office tenants 50% No. Tenant name Rental income (€/month) % share in total 1 154,013 9.1% 2 138,781 8.3% 3 103,103 6.1% 4 61,156 3.6% International tenants Polish chain tenants Local tenants 5 61,148 3.6% 6 57,037 3.4% Other tenants 7 51,590 3.1% 8 49,419 2.9% 9 48,152 2.9% 10 47,355 2.8% Source: EPP, Factset as of 24 May 2018 1 As of FY 2017
Section 2 19 6 Efficient, reliable and integrated operations platform—proprietary management system Main functions 1 2 Asset portfolio monitoring Immediate identification of potential tenants' issues • Performance overview at asset-level incl. sales density, footfall, RTS and • Drill down option – macro to micro perspective, using the tenant panel and OCR and debt collection ratios for each EPP property all in one dashboard heat maps • Allows effective decision-making process based on real-time data • Overview of key KPIs at tenant-level: RTS, OCR, debt collection ratios, SC rates, rent reductions, sales density and sales, footfall and opex reports Dashboard with a Visualisations and key facts Macro and micro level holistic and handy heat maps and Key lease term and overview of key efficiency levels of performance KPIs metrics shopping galleries EPP has developed internally a proprietary tool which enables it to control key property and tenants' KPIs Source: EPP
Section 2 20 6 Efficient, reliable and integrated operations platform—EPP University EPP University attracts both smaller and large tenants; offered sessions are also popular among sales assistants of established international retail chains 1 2 3 Overview Ability to identify potential Improvement of performance of Attracting smaller tenants with problems early and prevent • EPP University platform was developed to clients leading to rental growth rents higher than larger tenants long-term voids support tenants in daily operations and is run by a team of 4 professionals • Tenants’ staff provided with professional Key EPP University personnel training on most important performance factors includes: • More than 18 years of experience, including creating and developing customer awareness – effective sales techniques of recognized foreign and Polish brands such as Zara, Orsay, Motivi, Vero Moda, Camaieu, Tatuum and Gino Rossi – customers’ typology • For the last 9 years Roksana held various managerial positions and joined EPP as a Retail – building a receipt Roksana Bialecka Manager in June 2014 Head of University Retail • Roksana is an expert in training in areas such as sales, visual merchandising and business – selling on the shop front Tenants Management – business KPIs analysis Tenants’ KPIs before and after EPP University training • Units workshop with tenants’ staff includes: – planning the optimum store layout, Sales density Sales density positioning of the best sellers Tenants Project (€/sqm/p.a.) RTS OCR (€/sqm/p.a.) RTS OCR Before After – effective visual merchandising implementation Specialist Store Pasaz Grunwaldzki 805 27.2% 42.2% 2,014 10.9% 18.9% – interior shop design and shop fronts Fashion retailer Galeria Echo 1,631 20.5% 29.8% 2,100 16.4% 23.8% improvement Jeweller Pasaz Grunwaldzki 3,887 20.1% 24.8% 5,925 12.9% 16.9% Source: EPP
Section 3 21 Poland – attractive investment destination
Section 3 22 Stable fiscal environment with low interest rates and falling unemployment … 1 Low level of public debt 2 Falling unemployment rate Public debt as percentage of GDP (%, 2017A); sovereign ratings (Moody's/S&P) Unemployment rate in Poland (%) 12.8 179 12.1 12.3 132 126 A2/BBB+ 103 98 97 9.8 88 78 74 68 64 8.9 51 51 35 Unemployment is historically low, below 6.8 6.6 6.5 natural level Belgium Portugal France Austria Ireland Italy UK Poland Hungary Germany Slovakia Spain Czech Rep. Greece 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018F 2019F 2020F 2021F 2022F 3 Rising real wages 4 Significant boost from consumer spending Percentage change in hourly wages in local currency (%) Consumer spending in Poland (US$bn) 102.0 4.9 5.1 Consumer confidence index in Poland 4.7 4.7 4.7 (100=long-term average) 4.3 342 4.1 3.5 3.8 3.5 325 309 2.5 2.6 2.5 292 2.1 2.3 2.4 275 1.8 252 261 266 1.6 1.4 1.5 254 1.1 0.6 2012 2013 2014 2015 2016 2017 2018F 2019F 2020F 2021F 2022F 2012A 2013A 2014A 2015A 2016A 2017B 2018F 2019F 2020F Western Europe¹ Poland Source: Economist Intelligence Unit, Eurostat, Datastream, Moody's, S&P ratings, Analyst research, Factset as of 24 May 2018 1 Western Europe (EU15)—Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, Netherlands, Portugal, Spain, Sweden, UK
Section 3 23 … Making Poland a highly attractive retail investment destination 1 Impressive growth in retail sales 2 High future growth projections Retail sales change between years 2004-2016 10-year growth forecast of retail spending per capita (2017-2027E)¹ 95% 70% Tricity Szczecin Olsztyn 45% Above 28.0% Bydgoszcz Bialystok 20% Between 26.5% and 27.9% Warsaw (5%) Zielona Gora Poznan Lodz Between 25.0% and 26.4% (30%) Wroclaw Lublin Opole Kielce Poland Hungary Republic Germany France Spain Below 25.0% Czech Katowice Krakow Rzeszow 3 Decreasing supply of new shopping centres stock 4 Saturation of shopping centres well below Western Europe and the US Shopping centre pipeline in Poland (sqm) Existing shopping centre stock (GLA in sqm per 1,000 inhabitants) 600,000 N/A 31% 23% 29% 26% 42% 18% 24% 29% 32% 19% 49% 50% 66% 78% 37% 1,200 400,000 800 200,000 400 0 0 Poland Finland Portugal Greece Luxembourg US Ireland Sweden UK Czech Rep. Slovakia Italy Netherlands Turkey Spain France 2009A 2010A 2011A 2012A 2013A 2014A 2015A 2016A 2017A 2018F 2019F Supply yearly Under construction Planned x% Proportion of the last 10 year completions of total existing stock (January 2017) Source: Oxford Economics, JLL 1 Above analysis is based on the modern retail stock defined as retail schemes exceeding 5,000 sqm of gross leasable area (GLA), delivered or refurbished after 1990
Section 4 24 M1 portfolio update, Marcelin and Developments
Section 4 25 M1 transaction rationale Transaction rationale Assets highlights Scale Location 40% of Polish • Through the • Sites in large catchment areas, generally situated along the motorway at population combined scale of major junctions (land base >200 ha) is within a EPP and M1 30-min portfolio, the drive time Tenants company is able to attract retail market • Master lease provided by Metro AG (rated BBB-/Ba1), supported by a leaders and assist strong tenant mix including top brands: Auchan, OBI, MediaMarkt, TK with their growth Maxx, H&M, C&A 120 million aspirations Bespoke shopping centres annual footfall • Food and DIY anchored with top international brands providing combined the greatest retail offer and best prices Additional value potential Active asset management Extensions • Increase the F&B and entertainment offerings • Right-size retail units • Potential to increase the GLA by 8-10% and NOI by 10-15% • Boost the short-term leases income • Increase of the existing rents • Optimise costs Source: EPP
Section 4 26 M1 portfolio overview EPP agreed to acquire portfolio of twelve M1 assets in 3 tranches. Tranche I was closed in January 2018, tranche II and III to follow in June 2019 and June 2020, respectively Key portfolio statistics Tenants Tenant mix (NRI) Tenant mix (GLA) GLA (sqm): Sustainable NOI: 446,500 €49.0m Auchan Other tenants Auchan Other 36% 30% 38% tenants 43% Entry yield¹: Vacancy: 7.1% 1.8% Media Media Markt OBI Markt OBI 8% 13% 10% 22% RTS: WALT by GLA²: 8.9% 6.4 years Further upside Development Auchan – no. 1 hypermarket OBI – the leading DIY operator with MediaMarkt – German-based from GLA yield: operator in Poland and 5th largest over 50 stores in Poland and a leading consumer electronic retailer extension 8–10% worldwide; a 20 year track record in 19 year track record in the Polish with over 60 stores in Poland and a the Polish market; 7 year market; 15 existing lease 19-year track record on the Polish agreements with Auchan agreements in place market; opportunity to decrease space and re-rent at better rates Selected other brands Source: EPP 1 Acquisition yield excluding transaction costs; 6.8% for the total portfolio including transaction costs 2 End of Master Lease
Section 4 27 Potential for further development of M1 assets Improvement of entertainment and Space available for extensions Tenants restructuring Refurbishments food courts • Following the preliminary internal audit • Adjustments to tenant mix to maximise • A way of increasing the assets' • Potential to include tenants providing and modelling exercise to assess the NOI by replacing poorly performing attractiveness to customers by leisure services at 5 of the analysed 7 profitability of the potential projects, 7 tenants with new sought-after retailers adapting to the 'cross-channel' era assets assets have been identified to have or service providers caused by growing online retail extension potential penetration and hence recalibrating • Facilities to include modern food • Ability to improve shopping experience the assets' positioning courts, fitness centres and cinemas • Upside for total GLA increase of c.10% by widening the base of various tenant and NOI of c.12-15% types and introducing new services • Energy-efficiency improvements • Increases the overall attractiveness of the mall and time spent shopping, • Detailed audit to be carried out in 2018 • Aligning the tenant mix to respond to • Resulting in better tenant retention and reducing substitutability of the the shoppers' increasing spending higher footfall experience with e-commerce power and changing preferences Assessment of alternative use of land next to the existing M1 assets: residential, industrial purposes and big boxes Source: EPP
Section 4 28 Contractual growth pipeline in retail from M1 Pro-forma impact of the committed M1 portfolio acquisition1 Tranche I Tranche II Tranche III 2017YE January 2018 June 2019 June 2020 Retail properties 14 +4 18 +6 24 +2 26 Retail GLA (000) 444 +194 639 +184 823 +68 891 Retail portfolio value (€m) 1,352 +359 1,710 +222 1,933 +111 2,044 Office Office Office Office 24% 18% 14% 13% GLA split Retail Retail 76% Retail Retail 82% 86% 87% 113 121 Retail NOI (€m) 97 72 Selected tenants Source: EPP 1 Pro-forma as of FY 2017 assuming no retail / office acquisitions or disposals other than M1 portfolio
Section 4 29 Marcelin transaction rationale Assets highlights Strong catchment area • Located in the affluent western part of Poznan • Isolated catchment area of approx. 350,000 within a 30 min drive Tenants – Complimentary to current portfolio Auchan, H&M, Reserved, Pepco, CCC, New Yorker, Jysk, Media Markt, Empik, Super-Pharm Dominant shopping centre in its catchment • Food anchored with top international brands providing the greatest retail offer and best prices Additional value potential and growth Active asset management Extensions and potential footfall increase • Currently no F&B offering • Potential to extension on the first floor • Right-size retail units • Project neighbouring a large office complex Business Garden Poznan 135,000 m2 is currently under construction which will • Significant demand from new tenants to improve mix attract an additional 12,000 people daily to the catchment area. • Optimisation costs Source: EPP
Section 4 30 Strategic developments: large, well-integrated developments in attractive locations in the capital city Galeria Mlociny1 Towarowa 222 • Retail development located in the North-West part of Warsaw, conveniently • Last large retail development in Warsaw and the last to be built near the city-centre located next to a rapidly growing residential area – Mlociny • The property is the biggest commercial area located in the centre of Warsaw (next • Mlociny is the main public transport (incl. a metro line) hub used daily by to the metro line) with total area of c. 6.2ha c. 40,000 people • Zoning process scheduled for 2018/2019 • 1.5 million people within 30 minutes drive • Potential for additional 45,000 sqm of mixed-use: residential, office, hotel • Opening planned for April 2019 with construction ahead of the schedule • Strong interest from all main anchor tenants • The largest retail construction site in Poland; 75% of GLA already leased Planned total GLA 81,900 sqm Planned total GLA 110,000 sqm Est. cost of Est. cost of €300m €420m development3 development3 Est. fully-let NOI €21m Est. fully-let NOI €34m Est. yield on cost c. 7.0% Est. yield on cost c. 8% Est. valuation yield Est. valuation c. 5.75% c. 5% on completion yield on completion Est. value on Est. value on €365m €680m completion completion Construction of one asset at a time Q3 2016 March 2019 2020/2021 Start of construction of Completion of Start of construction Galeria Mlociny Galeria Mlociny of Towarowa 22 2018/2019 April 2019 Source: EPP 1 70% owned by EPP, 30% by Echo Investment Zoning process for Opening of 2 Fair value reflects 54% of the value of the land plot Towarowa 22 Galeria Mlociny 2 Land included
Section 5 31 Update on the office disposal process
Section 5 32 Flexible terms of ROFO agreements allow EPP to realise profits on disposals of office and retail assets EPP has options to buy, sell or waive all its ROFO assets GLA NOI Project name Location (000' sqm) (€m) Status Symetris II Lodz 9.7 1.6 Authorized to acquire Symetris II until 30.09.2019 O3 Business Park III Krakow 18.9 3.3 Authorized to acquire O3 Business Park III until 30.09.2019 Sagittarius Wroclaw 24.9 4.5 Waived ROFO, we will participate in profit share Libero Katowice 45.1 9.0 Waived ROFO, we will participate in profit share Symetris II O3 Business Park III Sagittarius1 Libero1 Source: EPP 1 ROFO assets intended for sale (EPP owns 25% of the assets, with remaining 75% being ROFO) Retail Office
Section 5 33 Disposals of office assets • EPP invests in offices only on an Tranche sold in October 2017 opportunistic basis Tryton Business West Gate • Acquired office assets are intended to be A4 Business Park House Wroclaw disposed of at a profit Katowice Gdansk GLA: 16,532 sqm GLA: 29,900 sqm GLA: 23,537 sqm • EPP’s aim is to focus solely on retail assets in the long-term and continue with the stated disposal strategy of office real estate Tranche being currently for sale • In December 2017, EPP disposed of A4 Business Park, Tryton Business House and Malta Office Park Symetris (I & II) West Gate for a total consideration of Poznan Lodz €160m GLA: 28,270 sqm GLA: 19,000 sqm • Sale process of O3 Business Park, Malta and Symetris Business Park was initiated at the beginning of the year and we currently offers for all three assets put for sale O3 Business • Disposals on track for year end Park (I, II, III) Krakow GLA: 56,926 sqm Source: EPP
Section 6 34 Historical financials
Section 6 35 Key historical financial highlights Historical development of financials LTV and ICR NOI (€m) Net LTV1 (%) Total debt / Total assets (%) +16% • Significant increase on the 103 back of recent retail asset 55.0 54.1 89 67 acquisitions with an 47.4 45.0 additional retail GLA of 145k sqm FY2016 FY2017 Target at IPO (FY2017) 49.6 EBITDA excl. fair value gains (€m) +7% 87 81 • EBITDA grew by 61% due 2016A 2017A Target 2016A 2017A 54 to acquisitions and effective asset and Net debt / (Net debt + Equity)1 (%) EBITDA interest coverage (x) property management FY2016 FY2017 Target at IPO 56.5 4.2 (FY2017) 3.4 Distributable earnings (€m) +20% • NOI increases and cost stabilisation has resulted 50.6 in substantial distributable 77 64 earning growth of 126% 34 • Higher than forecasted despite changes to CIT FY2016 FY2017 Target at IPO (FY2017) 2016A 2017A 2016A 2017A Source: EPP 1 Net debt defined as Debt less cash available, excluding deposits
Section 7 36 Conclusion
Section 7 37 Key takeaways 1 We are the leading Polish retail landlord 2 Profitable and well positioned portfolio • Retail landlord focused on income generation • Limited new supply and lack of high street alternative • Dominant, defensible and sustainable portfolio • Footfall and tenants’ turnover has increase across the portfolio • Cash generative assets in key strategic locations • Scale makes us the ‘go-to’ landlord for retail clients • Coverage of 40% of the national catchment area post tranche III of • Positive Polish macro and real estate market backdrop M1 transaction • NOI and asset value growth Leading operational platform delivers competitive 3 4 Prudent Financial & Corporate Management advantage • Experienced asset and property management delivering NOI • Debt materially reduced since IPO to LTV 47.4% at y/e 2017 and growth long-run target 45% • Excellent staff retention deepens relationships with tenants • Deep banking relationships enhanced by prospective bond issue • Proprietary management information system & EPP University • Recycling of assets into higher value properties enable proactive tenant management • Strong culture of Corporate Governance • Support of key institutional shareholders Source: EPP
Appendix A 38 Additional materials
Appendix A 39 Dominant and defensible portfolio of well-located shopping centres EPP portfolio assets are located in the largest Polish cities and offer exposure to attractive local markets where competition is still limited while consumer demand is growing rapidly Properties located in prosperous regions List of EPP properties Completion / latest Fair value GLA Inowroclaw Wloclawek Purchasing power per capita Property Location refurbishment (€m) (sqm) Poznan index Belchatow Retail Szczecin 1 Galaxy (incl. extension) Szczecin 2003/2013/2017 275 56,627 Lowest 2 Pasaz Grunwaldzki Wroclaw 2007/20166 252 48,366 6 1 5 Lomza 3 Galeria Echo Kielce 2002/2011 223 71,650 12 4 Zakopianka Retail Park Krakow 1998 56 26,142 14 After the acquisition of all 5 Galeria Amber Kalisz 2014 88 33,599 8 Warsaw three M1 tranches, EPP’s 6 Outlet Park (incl. extension) Szczecin 2012/2015/2017 92 28,283 1 19 portfolio will cover 40% of 7 Galeria Sudecka Jelenia Gora 2000/2015 57 30,268 20 3 Average 5 18 Poland where the 8 Wzorcownia Wloclawek 2009 51 25,455 6 Lodz spending power is 25% 9 Twierdza Zamosc 2011 52 23,806 11 higher than Poland's Kalisz 2 Zamosc 10 Twierdza Klodzko 2010 49 23,039 7 3 4 average5 9 11 Galeria Olimpia1 Belchatow 2000/2012 55 32,703 Jelenia Gora 12 Galeria Veneda Lomza 2013 39 15,026 10 16 15 Klodzko Highest 13 Centrum Handlowe Przemysl 2000/2012 5 5,759 17 4 2 13 Przemysl Retail properties 14 Galeria Solna Inowroclaw 2013 59 23,627 Wroclaw 15 M1 - Czeladz Czeladz 1997/2008 123 53,650 Zabrze Czeladz Office properties Kielce 16 M1 - Zabrze Zabrze 1999 75 52,775 Krakow 17 M1 - Krakow Krakow 2001/2011 126 49,617 18 M1 - Lodz Lodz 1999 34 38,396 Yielding assets split (GLA split by city)3 Total Retail 1,710 638,788 Retail4 Office Retail – Developments Szczecin Lodz 19 Towarowa 222 Warsaw 2022/2023 c. 420 110,000 Other 13% Szczecin 7% Galeria Mlociny2 Warsaw 2019 c. 295 81,900 20 23% 10% Krakow Total Retail (incl. Developments) 2,425 830,688 Krakow 28% Office 12% Kielce Belchatow 10% 1 Malta Office Park Poznan 2011 62 28,270 5% 2 O3 Business Campus (I, II) Krakow 2016/2018 93 37,846 Kalisz Kielce 3 Park Rozwoju (I, II) Warsaw 2014/2015 72 33,475 5% 11% 4 Astra Park Kielce 2007 31 14,269 Lodz Poznan Warsaw Czeladz 5 Oxygen Szczecin 2010 28 13,902 6% 21% 24% Wroclaw Zabrze 8% 6 Symetris I Lodz 2016 23 9,595 8% 8% Total Office 309 137,357 Source: EPP, GfK Polonia 2017 1 Includes Galeria Olimpia and Centrum Handlowe Belchatow 3 As of January 2018 5 Based on catchment area within 30 minutes drive time 2 70% owned by EPP, 30% by Echo Investment 4 Incl. M1 tranche I acquisition concluded in January 2018 6 Partial refurbishment in Q1 2016
Appendix A 40 Efficient, reliable and integrated operations platform EPP has assembled a team of highly experienced professionals which offers comprehensive asset and property management services of the highest quality Experienced and recognised asset and property manager EPP AM/PM capabilities • A highly experienced employee base recruited both externally and inherited from Echo Investments prior to portfolio transfer to EPP, which ensured PM AM continuity of management and experience with each asset and the tenants Facility Marketing • Manages multiple shopping centres and offices across Poland Management Retail Leasing Management Team Team Budgeting Echo Investment EPP Reporting & Management Property 1,428 retail University Analysis Team Total GLA units3 Office Leasing 124 c. 776k Team 94 office employees2 Integration Office sqm tenants Team 6 projects1 Office team Construction and • EPP's property management can offer access to the entire real estate value Development Team chain Echo Investment Property Property Management • Unrivalled leasing capabilities resulting from well-established relationships Managers with large, international tenants who trust EPP's expertise and expand Architecture together in Poland Team Retail team • EPP’s in-house development and asset management team has been recognized over the years with many awards Lease Shopping Mall Retail Administration Directors 18 projects1 Legal Managers Department Echo Investment Marketing Technical Property Management 2017 2017 2017 Managers Managers Financial and Financial & Accounting Managers Accounting Europa Property Awards CIJ Awards Eurobuild Awards Department Core+/Value Add Investor Best Asset Management Company Property Management Company Source: EPP, press 1 As of January 2018 3 Excluding leases of tranche I of M1 portfolio which are secured by a master 2 Includes 9 employees of the Asset Management team and 115 employees of the Property Management team lease until 2024
Appendix A 41 Case study: effectively leveraging existing tenant relationships Sought-after locations with loyal tenants growing with EPP • Founded in 1991, LPP, given its range of brands, is referred to as 'Polish Inditex' with • Founded in 1996, CCC is the biggest Polish shoe retailer more than 1,700 stores worldwide, 1,000 of which are located in Poland • It operates 438 stores in Poland and more than 500 stores in other European • Portfolio consists of 5 fashion brands: Reserved, Mohito, Cropp, House and Sinsay countries • Market capitalisation of c.€4.0bn • Market capitalisation of c.€2.7bn • Sells c. 140 million products every year • Over 263 million customers visited CCC stores in 2017 • Currently LPP has over 70 stores in EPP shopping centres • Currently CCC has 17 stores in EPP shopping centres – further extensions of stores have already been planned – further extensions of stores have already been planned LPP and CCC in EPP's shopping centres Galaxy Szczecin Galeria Echo First store 1,223 385 861 169 GLA (sqm): 2003: First CCC store opened (385 sqm) 2002: First LPP store opened (861 sqm) 2003: First LPP store opened (1,223 sqm) 2002: First CCC store opened (169 sqm) 2011: Reserved store extension in a new, two-level format (1,430 sqm) 2011: Extension of the store in a new 2014: Stores with new brands introduced: format to 419 sqm 2013: Extension of the store to 552 sqm Sinsay (580 sqm) and Cropp (590 sqm) 2013: Stores with new brands introduced: Mohito and Sinsay (787 sqm) 2014: Further extension of the store to 668 sqm 2017: Opening of one of the biggest Reserved 2017: Opening of the latest concept 2018: House store extension in the latest stores in Poland on two levels (2,613 sqm) store on two levels (2,267 sqm) – the biggest format opened (550 sqm); further extension 2018: Planned opening of the latest CCC store in Poland at that time of Reserved store (up to 2,500 sqm) concept store with 1,500 sqm (in talks) Stores with new brands introduced: already planned House (480 sqm) and Mohito (442 sqm) Current total 4,700 2,267 3,000 1,500 GLA (sqm): Source: EPP, Factset as of 24 May 2018 LPP CCC
Appendix A 42 Case study: extensions Identifying new extensions Galaxy extension (completed 15 November 2017) +15,150 sqm GLA 41,477 56,627 • EPP identifies assets where it has the right to construct an extension +€3.1m NOI 11.4 14.5 • Internal audit is carried out by architects to assess the feasibility of increasing GLA New tenants • €3.1 million NOI uplift – €50 million uplift in value • 1.1 million visitors in November – best month ever • Once GLA extension size is estimated, the • 950k increase in number of visitors within 5 months (+20% LFL) development department prepares the • 45 new stores in 15,150 sqm GLA profitability model based on leasing and construction data Outlet Park extension (completed September 2017) +3,800 sqm • Leasing team starts approaching potential GLA 24,483 28,283 tenants. Financing and FC secured +€1.0m NOI 4.5 5.5 • Construction starts when 75% of GLA leased (based on conditional contracts with tenants) • 21 new stores totaling 3,800 sqm GLA New tenants • €1.0 million NOI uplift – €17 million uplift in value • Board decision based on positive outcome of • 42% sales increase since opening in 2012 the model, financing and FC availability and • 53% footfall increase since opening in 2012 minimum 75% of GLA being already leased • 140k increase in number of visitors during the first 4 months Both extensions completed on time Source: EPP
Appendix A 43 New proposed changes to the Polish legislation affecting commercial real estate sector Tax on commercial real estate Sunday trading ban • The tax is levied on owners of commercial and office real estate and came into • In November 2017, Poland's Lower House of Parliament passed a law force on 1 January 2018 restricting Sunday sales to two Sundays per month Proposed change • It is a tax of 0.42% a year on real estate assets with value >PLN 10 million • Shopping restriction came into force in March 2018 (first PLN10m are tax exempt) • The bill foresees limiting trading to one Sunday per month in 2019 and 7 • Assets value is based on their initial value, not depreciated but adjusted for capex Sundays a year from 2020 onwards • Such assets include: shopping malls, departments stores, stand-alone shops or • Currently Austria, Belgium, Cyprus, France, Germany, Greece, Hungary, boutiques, service/trade buildings, office buildings (office buildings for own use are Netherlands, Norway and Spain have restrictions on Sunday trading excluded) • Exemptions for F&B, entertainment, fitness, bakeries, flower shops and others • The tax sets a minimum amount of tax that has to be paid even in the case of company generating losses, however, it is not to be paid in addition to CIT • Estimated increase of the effective tax rate in 2018 by c.2-3pp • According to UBS research, the loss in revenues should be to a large extent offset by cost reductions and increased footfall and turnovers during other days Impact on EPP of the week • The Hungarian example suggests that the distortions are likely to be temporary – following the introduction of the restrictions, retail sales momentum slowed down but returned to normal within two months • Shopping centres are defining new operation principles e.g. prolonged opening hours to help customers’ to change their shopping habits Source: EPP, press releases, UBS research
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