The Grounds Company presentation - The Grounds Real Estate Development AG

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The Grounds Company presentation - The Grounds Real Estate Development AG
The Grounds
       Company presentation

       January 2021

The Grounds Real Estate Development AG
Charlottenstrasse 79/80, 10117 Berlin Tel.: +49 30 2021 6866 Fax: +49 30 2021 6849   info@the-grounds-ag.com   www.thegroundsag.com
The Grounds Company presentation - The Grounds Real Estate Development AG
HIGHLIGHTS IN 2020

                      Value generation from the existing portfolio together with         Key Group figures
      Core            privatisation and development of residential real estate
                      properties                                                          Revenues (in EUR thousands)
    business
                                                                                                                31,104                  >30,000

                                                                                                18,945
                                                                                                                              13,940
                       Essential steps for strategic realignment as a residential real
      Trans-           estate property company completed through the sale of a
    formation          logistics property in Grünheide
                                                                                                 2017               2018       2019    FC 2020

                                                                                          EBIT (in EUR thousands)

                       Implementation of residential property projects in German
                       metropolitan regions and in towns and cities with a
      Focus            positive population trend and good economic prospects                                   11,367
                                                                                                                                       >6,800

                                                                                                1,355                         1,971

                       •   Acquisition of eight real estate property projects with a
                                                                                                2017            2018          2019     FC 2020
       Track               total purchase volume of approx. EUR 40 million
      record           •   Sale of a logistics real estate property at a selling price
                           significantly above the current book value of EUR 11.5          Annual result (in EUR thousands)
                           million
                                                                                                                                       >4,000
                                                                                                               4,188
                      Multiple increase in the profits forecast for 2020. The
    Financial         company plans a consolidated profit of approx. EUR 4
  performance         million and revenues in the double-digit millions region.                 1,197
                                                                                                                               54

                                                                                                2017            2018          2019     FC 2020

The Grounds Real Estate Development AG                                                                                                            2
The Grounds Company presentation - The Grounds Real Estate Development AG
A specialist for German residential properties

Development and existing portfolio                           Value generation from the
Focus on project development in the residential
                                                        existing portfolio and development
real estate property area together with building
up and managing an existing residential property
portfolio

                                                          Yields from rental     Yields from sales

Focus on Berlin’s affluent suburbs and on aspiring metropolitan regions
 Purchase of:
    Plots of building land for residential property
     construction                                      Financing through banks and the capital market
    Residential parks and residential portfolios
    Residential companies
                                                        Purchasing side: attractive project pipeline of
    Freehold apartment packages
                                                                     ca. EUR 600 million

The Grounds Real Estate Development AG                                                                    3
The Grounds Company presentation - The Grounds Real Estate Development AG
An experienced management team
in the real estate property sector
Management Board
                                                            Arndt Krienen (Capital market, finances and law)
                                                            Attorney
                                                                Formerly the CEO of Westgrund AG and Adler Real Estate AG
                                                                Supervisory Board Chairman of DIOK Real Estate AG and Grillador AG

                                                            Jacopo Mingazzini (Project developments, acquisitions and marketing)
                                                            Business graduate and real estate economist ebs
                                                                Formerly Management Director and founder of Accentro GmbH,
                                                                 formerly the CEO of Accentro Real Estate AG
                                                                University lecturer at the IREBS, inter alia member of the Management Board
            Arndt                    Jacopo
                                                                 of the “Liberal Real Estate Property Circle“ and of the “Association for the
           Krienen                  Mingazzini
                                                                 Promotion of Residential Real Estate Property in Berlin“

Supervisory Board
                                Eric Mozanowski (Chairman of the Supervisory Board)
                                Businessman; formerly CSO of Estavis AG, founder and former member of the Management Board of The Grounds
                                Real Estate Development AG. Focus on project development, renovating and marketing residential real estate
                                properties.
                                Armin Hofmann (Deputy Chairman of the Supervisory Board)
                                Lawyer and managing partner of the Millennium Group. In his company group, Mr. Hofmann has decades of
                                experience in real estate property investment and in various other sectors, such as medical technology, software and
                                the Internet. Moreover, in recent years he has been a member of various oversight committees in the USA and
                                Germany.
                                Hansjörg Plaggemars
             Eric               Business graduate and management consultant; inter alia on the Management Boards of Altech Advanced Materials
         Mozanowski
  Chairman of the Supervisory   AG, Alpha Cleantec AG and 4basebio AG, and undertakes executive management functions in the context of
            Board               consultancy mandates, including on the Supervisory Board of Azure Minerals Limited.
The Grounds Real Estate Development AG                                                                                                             4
The Grounds Company presentation - The Grounds Real Estate Development AG
Strong growth in the second half of 2020

   July 2020: non-cash capital increase – majority                        December 2020: economic transfer of a real estate
   takeover (89.9%) of Capstone Opportunities AG                          property portfolio with 250 residential and
                                                                          commercial units for the existing portfolio.
      Equity capital increase of EUR 2.7 million to EUR 17.8 million
      Introduction of five projects with a total investment volume         Medium- and long-term development potential through
       of > EUR 100 million, the majority with building rights               opportunities for densification and further energy
                                                                             remediation measures
      This increases the total investment volume of The Grounds
       to over EUR 400 million (on turnkey finalisation)                    Almost fully-let. Annual net rent incomes of around
                                                                             EUR 0.9 million.

                                                                         Real estate property portfolio
                                                                         Stendal/Prignitz
    Frankfurt                      Commercial           Development
                                                                         Plot size                                 m²              29,195
    Remscheid                      Commercial           Development
                                                                         Rentable area                             m²              16,209
    Meppen                          Residential            Single sale
                                                                         Investment volume                    EUR ‘000             12,800
    Magdeburg                       Residential         Development
                                                                         Annual net rent incomes              EUR ‘000               948
    Magdeburg                      Commercial           Development

The Grounds Real Estate Development AG                                                                                                      5
The Grounds Company presentation - The Grounds Real Estate Development AG
Strong growth in the second half of 2020

     December 2020: first already phased privatisation        December 2020: acquisition of a plot of land in
     project in Berlin acquired. The project consists of      Erkner. We plan to construct 34 buildings (17 semi-
     two modern residential apartment blocks and com-         detached houses) together with 68 parking spaces
     prises 24 residential units together with 16 parking     not far from the newly-emerging Tesla Gigafactory.
     spaces
                                                                Building permit to be obtained in 2021 and project
       Exclusive marketing to capital investors through a       implementation up to the end of 2023
        cooperation partner

    Apartment blocks
    Pankow - Berlin                                               Plot of land in Erkner

    Plot size                                 m²      2,025       Plot size                            m²             9,020
    Rentable area                             m²      1,858       Planned living area                  m²             3,842
    Residential units                                    24       Number of buildings                                   34
    Year of construction                               1997       Planned selling price           EUR ‘000       16,048
    Investment volume                    EUR ‘000     6,300
    Annual net rent incomes              EUR ‘000       189

The Grounds Real Estate Development AG                                                                                        6
The Grounds Company presentation - The Grounds Real Estate Development AG
Portfolio
Project developments
                                                                             Usable area                      Planned selling price*
 capital increase
 From non-cash

                          Location                  Project                     in m²                           in EUR thousands                                    Type

                         Frankfurt               Commercial                      9,593                                  56,600                           Development / Forward sale

                        Magdeburg                Residential                     5,100                                 24,450**                           Development / Single sale

                        Magdeburg                Commercial                     12,210                                  52,000                           Development / Forward sale
                            Total                                               27,643                                 136,000

                                                                          Usable area                        Planned selling price*
                      Location                  Project                      in m²                             in EUR thousands                                     Type
  The Grounds

                    Magdeburg                 Residential                    31,343                                   113,313                            Development / Forward sale
                        Bad                     Mainly
                                                                              36,635                                  146,000                             Development / Single sale
                    Zwischenahn               residential
                       Leipzig                Residential                      3,136                                   13,500**                          Development / Forward sale

                    Magdeburg                 Residential                      3,460                                   13,000                             Development / Single sale
                       Erkner                 Residential                     3,842                                    16,048                             Development / Single sale
                        Total                                                 78,416                                  301,861
                *Planned selling price on completion, according to the current business plan, prior intermediate sale with building rights is possible
                **Sale situation: project in Leipzig already fully sold; 98% of the apartments in the Magdeburg project are already sold

The Grounds Real Estate Development AG                                                                                                                                                7
The Grounds Company presentation - The Grounds Real Estate Development AG
Portfolio
   Portfolio and privatisation
Portfolio
                                                            Annual rental      Vacancy       Rate of
                                           Usable area     incomes in EUR        rate        return
   Location             Project               in m²           thousands         in m²         in %             Special feature                 Type

                                                                                                          Closing in December 2020
    Stendal           Residential                16,914         948             640             7            Investment volume               Portfolio
                                                                                                               EUR 12.8 million

 Privatisation
                                                               Annual rental
                                             Usable area      incomes in EUR     Planned selling margin        Special feature                Type
   Location               Project               in m²            thousands                in %
                                                                                                           Project introduction via
                                                                                                          non-cash capital increase
    Meppen             Residential                 3,211           199                    58*                   Capstone AG.          Portfolio / Single sale
                                                                                                          New building potential on
                                                                                                                   the plot
     Berlin                                                                                                Expansion potential on
                       Residential                 1,858           189                    32*                                         Portfolio / Single sale
    Pankow                                                                                                        the plot
      Total                                        5,069           388
*before selling costs and contribution effects

   The Grounds Real Estate Development AG                                                                                                                  8
The Grounds Company presentation - The Grounds Real Estate Development AG
Strategic realignment through
sale of logistics real estate property

     Sale of the commercial plot completed in December           Future potential yield:
     2020 at a basic selling price significantly above the
     current book value of EUR 11.5 million.                     Income & adjustment bond through additional
                                                                 purchase price payment of up to EUR 9.75 million is
     Earnings forecast in 2020 of EUR 2 million increased        possible after successful conclusion of a
     to EUR 4 million.                                           development plan procedure

  Hangelsberg logistics property

  Plot size                                   m²      350,673
  Usable area (including open space)          m²    ca. 58,400   MDSG Hangelsberg property Site plan
  Total annual incomes                   EUR ‘000    ca. 1,000

The Grounds Real Estate Development AG                                                                                 9
The Grounds Company presentation - The Grounds Real Estate Development AG
Share information and performance
                                                                            Basic data
                                                               ISIN/Securities Identification Number
     Revitalisation of The Grounds share through                                                       DE000A2GSVV5 /A2GSVV
      management change and positive business                  Segment                                 Primary market Düsseldorf
      development in 2020                                                                               XETRA, Quotation Board
                                                                                                        Frankfurt Stock Exchange
     Management also invests in the company
                                                               Number of shares                                17,805,517

                                                               Market capitalisation (31 Dec. 2020)          EUR 50.9 million

                                                                                         THE GROUNDS SHARE
                Shareholder structure             %      EUR                                   (XETRA)
                                                         3,5
    Millennium Verwaltungs GmbH                  17.1
                                                          3
    Deutsche Balaton Gruppe                      16.9
                                                         2,5
    ZuHause Immobilien Handelsgesellschaft mbH
                                                 12.9     2
    (E. Mozanowski)
    Tarentum GmbH (Single Family Office)         12.4    1,5

    RESI Beteiligungs GmbH                       10.4     1

    Management                                    5.5    0,5

    Free float (approx.)                         24.8     0

                                                 100.0

The Grounds Real Estate Development AG                                                                                          10
Outlook
An attractive growth story
          Strategic objectives

     Implementation of the attractive project pipeline of more than EUR 400 million in
      the next three years
     Stronger focus on the capital market and continuation of the growth pathway
     Streamlining the portfolio and concentration on residential real estate properties

           Milestones in 2020

     Over-fulfilment of the original earnings forecast
     Strategic realignment onto residential real estate properties sharpened through
      sale of the logistics property
     Strong expansion of the residential properties portfolio through investment in
      diversified real estate property projects with attractive yields and planned sale
      margins completed

                    Outlook

     Closing the Bad Zwischenahn purchased acquisition in 2021, and further
      expansion of the real estate properties portfolio is planned

The Grounds Real Estate Development AG                                                     11
Appendix

       Many thanks
       for your attention!

The Grounds Real Estate Development AG   12
Consolidated Group income statement (IFRS)

                                                                                         2020 half-year           2019             2018
                                                                                                   EUR             EUR              EUR

               Sales revenues                                                               555,263.63    13,939,957.67   31,104,058.50

               Change in value of real estate properties held as financial investments       1,500,000      35,589,670     2,045,444.00

               Other operating income                                                       471,326.99     1,303,391.64    2,304,329.81

               Inventory changes                                                             15,687.26    -1,147,113.32     -154,436.28

               Overall performance                                                        2,542,277.88    14,131,825.66   35,299,396.03

               Cost of materials                                                           -115,452.23    -9,515,087.56   -20,806,396.25

               Personnel costs                                                             -267,410.76      -443,875.31     -543,146.62

               Depreciation and amortisation costs on intangible assets and on plant
                                                                                            -12,819.11       -32,414.54       -35,946.74
               & equipment

               Other operating expenses                                                    -725,736.98    -2,169,518.03    -2,546,809.64

               Operating result (EBIT)                                                    1,420,858.80     1,970,930.22   11,367,096.78

               Earnings from associated companies                                                 0.00        -7,393.09        1,843.33

               Interest income                                                               30,908.46       75,299.56        56,240.95

               Interest expenditure                                                        -120,134.25    -2,056,567.24    -2,779,105.05

               Earnings before taxes (EBT)                                                1,331,633.01       -17,730.55    8,646,076.01

               Taxes on income                                                             -310,210.61       71,968.39     -4,458,334.84

               Consolidated profit                                                        1,021,422.40       54,237.84     4,187,741.17

               Earnings per share (EUR)                                                           0.06             0.00            0.23

The Grounds Real Estate Development AG                                                                                                     13
Consolidated balance sheet (IFRS)

                                    30.06.2020      31.12.2019     31.12.2018                                 30.06.2020      31.12.2019       31.12.2018
ASSETS                                                                             LIABILITIES
                                       EUR             EUR            EUR                                        EUR             EUR              EUR

Long-term assets                   13,728,194.74   11,167,453.97   11,298,996.88   Equity capital             13,015,384.02   11,993,961.62   12,558,109.01
Intangible assets                     11,807.85       12,479.65       16,654.65    Attributable to parent
                                                                                                              11,920,675.87   10,964,564.20   10,869,976.12
                                                                                   company shareholders
Goodwill                             777,753.85      777,753.85      777,753.85
                                                                                   Allocable to the non-
Property, plant & equipment          176,975.14      144,400.00      228,413.87                                1,094,708.15    1,029,397.42    1,688,132.89
                                                                                   controlling shareholders
Real estate properties held as     11,926,830.05    9,600,000.00    9,500,000.00   Long-term liabilities       6,649,486.52    4,300,839.09   16,719,521.24
financial investment
                                                                                   Financial liabilities       4,345,537.59    2,467,447.92   15,070,783.89
Shareholdings                         16,602.79       25,129.79         9,537.00
                                                                                   Other liabilities              79,904.01       97,794.54             0.00
Company shares accounted for                0.00            0.00      24,202.92
using the equity method                                                            Deferred income tax
                                                                                                               2,224,044.92    1,735,596.63    1,648,737.35
                                                                                   liabilities.
Other financial assets                   10,000       10,000.00         5,000.00
                                                                                   Short-term liabilities     17,749,051.84   16,116,224.96   27,090,653.71
Deferred income tax assets           808,225.06      597,690.68      737,434.59
                                                                                   Provisions & accrued
Short-term assets                  23,685,727.64   21,243,571.70   45,069,287.08                                 697,032.35      655,611.57    2,346,222.26
                                                                                   liabilities
Inventories                        17,650,660.11   14,174,059.71   15,609,504.53   Financial liabilities      11,117,538.62   18,839,159.97   18,839,159.97
Accounts receivable from trading        4,928.30     153,797.24    19,392,723.98   Advance payments
                                                                                                                       0.00            0.00      21,196.80
                                                                                   received
Other receivables                   4,404,699.51    5,585,343.06    7,658,463.08   Current income tax
                                                                                                               4,110,658.86    4,120,177.16    4,549,651.93
                                                                                   liabilities
Liquid funds                        1,625,439.72    1,330,371.69    2,408,595.49
                                                                                   Trade accounts payable        489,012.11      770,879.86     886,616.42
Balance sheet total                37,413,922.38   32,411,025.67   56,368,283.96
                                                                                   Other liabilities           1,334,809.90      283,533.41     447,806.33

                                                                                   Balance sheet total        37,413,922.38   32,411,025.67   56,368,283.96

      The Grounds Real Estate Development AG                                                                                                       14
Financing structure

The Grounds – Financing strategies                                        Financing structure as on 30 June 2020

 Short-term financing along the project development phases
 Addition of subordinated loans to utilise further growth
  opportunities
 Increase in financial liabilities through the integration of 89.9% of      EUR 1.2 million

  Capstone AG and other purchased acquisitions in the second
  half-year of 2020
                                                                                                             EUR 14.3
                                                                                                             million

                                       Nominal value Average interest
Financial liabilities
                                          (EUR           rate (%)
Bank loan                                  14,272            2.5

Shareholder loan                           1,203             12                      Bank loan    Shareholder loan

Total                                      15,475            3.3

  The Grounds Real Estate Development AG                                                                                15
DISCLAIMER
This document is not a securities prospectus, and the information contained therein does not constitute an offer to sell, or a solicitation of an offer to buy, securities of The Grounds in the
Federal Republic of Germany or in any other country, specifically not if such an offer or solicitation is prohibited or not approved.
This document was prepared exclusively by The Grounds Real Estate Development AG“THE GROUNDS”) solely for informational purposes and has not been independently verified and no
representation or warranty, express or implied, is made or given by or on behalf of The Grounds . Nothing in this document is, or should be relied upon as, a promise or representation as to
the future.
This document contains forward-looking statements based on current estimates and assumptions made by the senior management of The Grounds . Forward-looking statements are
characterised by the use of words such as “expect,” “intend,” “plan,” “predict,” “assume,” “believe,” “estimate,” “anticipate” and similar forward-looking phrases. Such statements are not to
be understood as guarantee that predictions of this sort will prove to be correct. In particular, any statements on acquisitions presuppose the actual signing of the necessary contracts or the
successful procurement of the necessary equity and debt capital. The future development and actual results achieved by The Grounds and its affiliates are subject to a number of risks and
uncertainties, and may therefore differ materially from these forward-looking statements. Many of these factors are beyond The Grounds ’s control and cannot be accurately appraised in
advance, including the future economic environment or the actions of competitors and other market players. The Grounds does not intend to update its forward-looking statements. Neither
The Grounds nor any of its respective directors, officers, employees, advisors, or any other person is under any obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak of the date of this document. Statements contained
in this document regarding past trends or events should not be taken as a representation that such trends or events will continue in the future. No obligation is assumed to update any
forward-looking statements.
This document contains certain financial measures (including forward-looking measures) that are not calculated in accordance with IFRS and are therefore considered "non-IFRS financial
measures". Such non-IFRS financial measures used by The Grounds are presented to enhance an understanding of The Grounds ’s results of operations, financial position or cash flows
calculated in accordance with IFRS, but not to replace such financial information. A number of these non-IFRS financial measures are also commonly used by securities analysts, credit
rating agencies and investors to evaluate and compare the periodic and future operating performance and value of other companies with which The Grounds competes. These non-IFRS
financial measures should not be considered in isolation as a measure of The Grounds ’s profitability or liquidity, and should be considered in addition to, rather than as a substitute for, net
income and the other income or cash flow data prepared in accordance with IFRS. In particular, there are material limitations associated with the use of non-IFRS financial measures,
including the limitations inherent in determination of each of the relevant adjustments. The non-IFRS financial measures used by The Grounds may differ from, and not be comparable to,
similarly-titled measures used by other companies. Certain numerical data, financial information and market data (including percentages) in this document have been rounded according to
established commercial standards. Furthermore, in tables and charts, these rounded figures may not add up exactly to the totals contained in the respective tables and charts.
Accordingly, neither The Grounds nor any of its directors, officers, employees or advisors, nor any other person makes any representation or warranty, express or implied, as to, and
accordingly no reliance should be placed on, the fairness, accuracy or completeness of the information contained in the document or of the views given or implied. Neither The Grounds nor
any of its respective directors, officers, employees or advisors nor any other person shall have any liability whatsoever for any errors or omissions or any loss howsoever arising, directly or
indirectly, from any use of this information or its contents or otherwise arising in connection there-with. It should be noted that certain financial information relating to The Grounds contained
in this document has not been audited and in some cases is based on management information and estimates.
This document is intended to provide a general overview of The Grounds ’ business and does not purport to include all aspects and details regarding The Grounds. This document is
furnished solely for your information, should not be treated as giving investment advice and may not be printed or otherwise copied or distributed. Subject to limited exceptions described
below, the information contained in this document is not to be viewed from nor for publication or distribution in nor taken or transmitted into the United States of America (“United States”),
Australia, Canada or Japan and does not constitute an offer of securities for sale in any of these jurisdictions. Any securities offered by The Grounds have not been, and will not be,
registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction of the United States and such securities may not
be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state
or local securities laws. This document does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person or in any jurisdiction to whom
or in which such offer or solicitation is unlawful.
The information contained in this document may not be distributed outside the Federal Republic of Germany, specifically not in the United States of America, to US persons (as defined in
Regulation S under the United States Securities Act of 1933) or to publications with a general circulation in the United States, unless such distribution outside the Federal Republic of
Germany is prescribed by mandatory provisions of applicable law. Any violation of these restrictions may constitute a breach of the securities laws of certain countries, in particular those of
the United States of America. Securities of The Grounds are not publicly offered for sale outside the Federal Republic of Germany.
By receiving this document, you agree to be bound by the foregoing limitations. Any failure to comply with these restrictions may constitute a violation of applicable securities laws. This
document does not constitute investment, legal, accounting, regulatory, taxation or other advice.

    The Grounds Real Estate Development AG
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