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Microsoft word - 12.11.13_cs prelios 3q 2012 - eng
PRELIOS: BOARD OF DIRECTORS APPROVES MEMORANDUM OF UNDERSTANDING WITH
FEIDOS S.P.A. FOR EXTRAORDINARY TRANSACTION TO STRENGTHEN GROUP’S CAPITAL
STRUCTURE, REBALANCE FINANCIAL STRUCTURE AND REVITALISE INDUSTRIAL
TRANSACTION SUBJECT TO CONDITIONS INCLUDING APPROVAL OF
VOTING MEMBERS OF THE SYNDICATE AGREEMENT AND LENDERS
CAPITAL INCREASE PLANNED FOR € 185 MILLION
RE-ORGANISATION OF CURRENT DEBT TO ENSURE SUSTAINABILITY
BOARD APPROVES RESULTS AT 30 SEPTEMBER 2012.
PROFIT ON SERVICES, NET PROFIT AFFECTED BY WRITEDOWNS AND ONE-OFF EXPENSES
MANAGEMENT PLATFORM REVENUES € 91.6 MILLION
OPERATING RESULNEGATIVE AT € 41.9 MILLION, OF WHICH APPROXIMATELY € 36
MILLION FROM IMPAIRMENT TEST ON NPL RELATING TO INVESTMENT ACTIVITIES
(€ 6.1 MILLION AT SEPTEMBER 2011, POSITIVELY INFLUENCED BY A NUMBER OF SIGNIFICANT
NET LOSS OF € 171 MILLION (LOSS OF € 152.9 MILLION AT SEPTEMBER 2011), PARTLY THE
RESULT OF PROPERTY AND NPL PORTFOLIO WRITEDOWNS FOR MORE THAN € 100 MILLION
NEGATIVE NET FINANCIAL POSITION OF € 523.6 MILLION
RESIGNATION OF CEO PAOLO MASSIMILIANO BOTTELLI
BOARD COOPTS SERGIO IASI AS NEW DIRECTOR
Milan, 13 November 2012 –
At a meeting today, the Board of Directors of Prelios S.p.A. examinedand approved the Quarterly Report at 30 September 2012.
1 Management platform EBIT indicates income generated by the company through fund & asset management operations, specialised realestate services (property & project management and agency), services connected with NPL management (credit servicing), as well as general
and administrative expenses (G&A). It includes the contribution of the sale of the property mentioned above.
2 Considering the negative effect of 2.5 million euro arising from the impairment test on the management platform, EBIT was positive at 7.6million euro.
3 Amount made up of EBIT plus net income from equity investments and income from shareholder loans, adjusted for one-off property tax,restructuring costs and property writedowns/writebacks.
4 Including the sale of the building rented to La Rinascente in Piazza Duomo, Milan.
Group performance in the first nine months of 2012:
In the third quarter the slowdown seen on the European property market in the first half of
the year continued, with significant differences from one country to another: while the
German market once again was the most liquid and dynamic market, the Italian market fell
to new lows, and year-end projections indicate a further slowdown. 2012 looks likely to
show a decline for the fifth year running, with volumes back to the lowest levels since
2000. By virtue of this data, there is a growing feeling that a possible trend reversal is now
closer, and it should be noted, however, that this scenario has a more significant impact on
Prelios investment activities, while services (management platform), with the sole
exception of brokerage operations – connected with this trend – are not exposed and
continue to show a positive performance.
The Group reported consolidated revenues
of 95.8 million euro compared with 121.6 million euro
in the first nine months of 2011. Specifically, management platform revenues,
in Italy and
abroad, amounted to 91.6 million euro (113.6 million euro at 30 September 2011).
The operating result
was negative at 41.9 million euro, mostly determined by the result of
investment activities, and specifically by the writedowns in the Non-Performing Loan segment for
35.8 million euro, in their turn associated with the deteriorating economic and financial situation. In
the year-earlier period, the operating result was positive at 6.1 million euro, reflecting the impact of
significant transactions including the sale of the historic building rented to La Rinascente in Piazza
Duomo, Milan, by the Retail & Entertainment fund, managed by the subsidiary Prelios SGR and in
which the company indirectly holds a qualified minority interest, and by the contribution of other
transactions on the German market.
The operating result was made up as follows:
Management platform operations
achieved a positive result of 10.1 million euro,
compared with 15.4 million euro at September 2011 (7.6 million euro considering thenegative impact of 2.5 million euro from impairment testing).
came out at a negative 49.6 million euro – of which 35.8 million
euro for writedowns the Non-Performing Loan portfolio – compared with a negativeresult of 9.3 million euro at 30 September 2011; the latter figure included the positivecontribution from the significant real estate transactions mentioned above.
The Group posted a net loss
of 171 million euro, compared with a net loss at 30 September 2011
of 152.9 million euro. The result reflected writedowns on equity investments and real estate
investments of 68 million euro (at September 2011 writedowns were 136.1 million euro), financial
expenses of 36.8 million euro (23.7 million euro in the year-earlier period) and restructuring costs
of 12.5 million euro (21.1 million euro at 30 September 2011).
to the third quarter of 2012 amounted to 478.4 million euro (992.1 million euro
at September 2011, net of the aforementioned sale of the La Rinascente building) and were in line
with the slowdown recorded on the real estate market in general with regard both to cross-border
investments and to Italian transactions. The company carried out its own real estate transactions
at values substantially in line with the book value. Specifically, it had sales in Italy
for 235.9 million
5 The term investment activities indicates amounts generated by Prelios through its investments in real estate funds and companies and Non-Performing Loans.
euro, in line with the figure of 238.4 million eurfor the nine months to 30 September 2011, inGermany
for 242 million euro (749.4 million euro at the third quarter of 2011, an amount including
the sale of “Blankenese”, an important urban development initiative in Hamburg); in Poland
totalled 0.5 million euro compared with 4.3 million euro at September 2011, a slowdown
proportionate to the depletion of stock available in inventory.
Assets Under Management
amounted to 11.4 billion euro (of which 10.3 billion of real estate
and 1.1 billion of NPLcomred with 12.4 billion euro at 31 December 2011, mainly as a result
of sale transactions and writedowns. In terms of asset allocation by geographical area, of the 10.3
billion euro of property assets, 51% are managed in Germany, 48% in Italy, and 1% in Poland.
amounted to 153.7 million euro (326.2 million euro at 31 December 2011),
while Group equity
was 144.9 million euro (318.8 million euro at the end of 2011). The change
was largely attributable to the loss for the period.
The net financial position
was negative at 523.6 million euro (497.5 million euro at June 2012
and 488 million euro at 31 ecember 2011). The figure includes the recurring monthly provision
for financial expenses of approximately 4 million euro, payment of which was however deferred,
with the agreement of the lenders, as reported in the press release of 28 August 2012 on the
approval of the half-year results.
The Prelios Board of Directors also approved the operating component of the Group 2013-2016Strategic Plan (on an unlevered basis); the entire Strategic Plan, i.e., also including the financialcomponent (on a levered basis) will be approved at a forthcoming board meeting, also in light ofdevelopments in the extraordinary transaction described below.
Performance of the Business Divisions at 30 September 2012
ITALY REAL ESTATE
The operating result
was negative at 4.8 million euro, compared with a positive result of 26.4
million euro in the third quarter of 2011. It consisted of 10.9 million euro of income from the
management platform (21.4 million euro last year)and a loss of 15.7 million euro on investment
activities (a positive result of 5.1 million euro at September 2011).
Looking specifically at the performance of the individual business units of the domestic
management platform, Fund & Asset Management
reported revenues of 17.6 million euro, down
from 22.7 million euro in the year-earlier period due to the reduction in Assets Under Management.
The company’s operating result in the first nine months of 2012 was 6.7 million euro (13.5 million
euro at 30 September 2011); the Property & Project
unit reported revenues of 11.5 million euro
at the third quarter of 2012 (16.6 million euro in the year-earlier period), while the operating result
was 5.5 million euro (5.9 million euro at September 2011), a result that benefited from a
favourable arbitration ruling on a previous development contract in the public sector; the Agency
6 Net of the amount of 472 million euro from the sale of the La Rinascente building in Piazza Duomo, Milan.
7 Compared with the figure at 30 June 2012, the figure for 30 September 2012 was re-stated on a like-for-like basis to take account of assetdisposals, capitalisations and expert revaluations for 5 funds that report on a quarterly basis.
8 Stated at book value.
9 Excluding receivables for shareholder loans.
10 It should be noted that the results set out in this paragraph refer both to the result of service operations and to investing activities andinclude income from shareholder loans; they do not include general and administrative expenses (G&A/holding).
11 This result included the 3.6 million euro from the aforementioned sale of the building rented to La Rinascente in Piazza Duomo, Milan.
business recorded revenues of 8.3 million euro (18.8 million euro at the third quarter of last year)with a negative operating result of 1.3 million euro (positive result of 2 million euro at September2011). This result was substantially due to the ongoing serious difficulty in the real estate industryin Italy, which caused a considerable fall in the number and sizes of transactions. Nevertheless,Prelios Agency successfully maintained a leadership position.
GERMANY REAL ESTATE
In October the “Lago Shopping Centre” in Konstanz managed by Prelios was named “Germany’sBest Shopping Centre” in the 2012 Shopping Centre Performance Report (drawn up by theGerman real estate company Ecostra).
The operating result
was positive at 8.1 million euro compared with 17.2 million euro at 30
September 2011. It consisted of 7 million euro of income from the management platform (6.9
million euro in the year-earlier period) and 1.1 million euro in net income from investment activities
(10.3 million euro at September 2011, which included a positive effect of 9.9 million euro relating
to retail initiatives).
POLAND REAL ESTATE
The operating result
was a substantial break-even (-0.5 million euro), compared with a negative
result of 4.2 million euro in the year-earlier period, thanks to a significant reduction in management
platform costs. The result was made up of the break-even figure (-0.1 million euro) on the
management platform (-1.2 million euro at September 2011) and a loss of 0.4 million euro on
investment activities (a clear improvement from -3 million euro at 30 September 2011).
Among significant events in the period, on 15 October 2012 Standard & Poor’s assigned an“above average” rating to Prelios Credit Servicing, the Prelios Group company specialising inmanagement of NPLs, and raised its outlook to stable.
of non-performing loans amounted to 117 million euro compared with 137 million euro
in the year-earlier period.
The operating result
was negative at 37.5 million euro compared with a negative result of 25.5
million euro in the year-earlier period. The management platform result for the first nine months of
2012, net of the above-mentioned impairment loss of 2.5 million euro, was a substantial break-
even (-0.5 million euro, an improvement from -3.9 million euro at September 2011). The result is
gradually improving as it begins to benefit from the positive effects of the current restructuring
program. Investment activities showed a negative operating result of 34.6 million euro (-21.7
million euro in the year-earlier third quarter). The downturn in the result on investment activities
arose, in particular, from the writedown of the loan portfolio of a securitisation vehicle, a joint
venture in which Prelios has an interest, following a review of collection projections.
The parent company Prelios S.p.A. in the first nine months of 2012
The Board of Directors of Prelios S.p.A. also examined and approved the Company's incomestatement and balance sheet at 30 September 2012, which were presented on a voluntary basisfor a limited review by the Reconta Ernst & Young independent auditors.
Operating revenues amounted to 13.3 million euro, while the operating result was a loss of 21.7million euro. The net result for the period was a loss of 159.4 million euro, arising in part from theimpairment losses on equity investments of 142.5 million euro only partially offset by dividends of21.1 million euro.
Equity amounted to 57.6 million euro, compared with 218.7 million euro at 31 December 2011.
This change was largely attributable to the loss for the period.
In the separate balance sheet and income statement, the capital of Prelios S.p.A. had alreadydecreased by more than one third at 30 June 2012, creating the situation as per art. 2446, par 1,of the Italian Civil Code, which continues to be reflected in the separate balance sheet and incomestatement at 30 September 2012. In this connection, a shareholders' meeting has already beencalled for 18 December 2012 to take appropriate measures, pursuant to art. 2446 of the ItalianCivil Code.
Approval of Memorandum of Understanding between Prelios S.p.A. and Feidos S.p.A.
The company Board of Directors approved the signature of a Memorandum of Understanding withFeidos S.p.A., for an extraordinary transaction to strengthen Prelios’ capital structure, balance itsfinancial structure and relaunch its industrial operations.
The Memorandum of Understanding reflects the heads of agreement reached between thecompany and Feidos regarding the configuration of the eventual transaction and the continuationof the negotiations, to be reflected in the binding agreements to be signed on the conclusion of thenegotiations and with the consent of the parties involved, including the lenders of Prelios (thebanks in the club deal and Pirelli & C.), and the current members of the Prelios members of thesyndicate agreement.
The transaction outlined in the Memorandum of Understanding envisages a review of thecompany’s overall capital and financial structure, based on two components:
a capital increase for a total of 185 million euro
, of which at least 100 million euro in
cash, and the remainder to be subscribed through a possible conversion of a portion of
a re-organisation of debt, estimated at approximately 561 million euro
financial expense at 31 December 2012), at sustainable levels, up to a possible overall
amount of 250 million euro, and for the residual amount through conversion into equity or
The Memorandum of Understanding also provides for the current members of the Preliosmembers of the syndicate agreement to subscribe the increase for an overall share of 25 millioneuro, while Feidos will subscribe an overall share of 20 million euro. The increase, details of whichwill be more fully defined as the negotiations proceed, will in any case take place at marketconditions. The shareholders Camfin, Generali, Intesa Sanpaolo and Massimo Moratti haveconfirmed their support for the recapitalisation in the terms indicated.
It is expected that the Prelios’ current ownership structure represented in the voting trust is notsubstantially changed as a result of the capital increase, with the exception of the attribution toFeidos of a number of governance prerogatives typical of the role Feidos would take on as
industrial partner, subject to the consent of the current members of the Prelios syndicateagreement.
The parties have also agreed that the conditions for the transaction to proceed would excludeobligations for a tender bid for all shares.
In order to reach a final agreement, Prelios and Feidos have arranged an extension of theexclusive until 21 December 2012. Having obtained all the necessary approvals, and the consentof all the parties involved regarding the configuration of the planned transaction, execution of thecapital increase is likely to begin in the first quarter of 2013.
Once finalised, the transaction will provide Prelios with a balanced financial and capital structure,giving it a suitable timeframe to optimise valorisation of its assets, in line with its repositioning as a“pure manager” and its strategic goals: on one hand, continued development of the managementand specialist service platform, including credit servicing for NPLs, on the other the gradualvalorisation of remaining co-investments.
Forecast business outlook
After performing the necessary checks, the directors have reached the reasonable expectationthat, compatibly with the current situation of the company, it will be possible to arrange atransaction to rebalance the financial structure; this is also in consideration of the expressedwillingness of the main lenders and members of the Prelios members of the syndicate agreementto support, through the issue of new financial resources and the re-negotiation of the terms ofrepayment of existing borrowings, a transaction designed to revitalise Prelios’ industrial growthprospects and strengthen the Group.
At the meeting, the Board of Directors was informed of the resignation of director PaoloMassimiliano Bottelli, who held the post of Chief Executive Officer.
The Board also coopted Sergio Iasi as a new director.
The Board of Directors, the Board of Auditors, the Chairman Marco Tronchetti Provera and all themanagement thank Paolo Massimiliano Bottelli for his work.
Pursuant to Art. 70, par 8, and Art. 71, par 1-bis, of the Consob Issuers Regulation, the Board ofDirectors carried a resolution to elect exemption from the obligation to publish the prospectusesrequired on the occasion of major mergers, splits, capital increases through transfer of goods inkind, acquisitions and sales.
The results at 30 September 2012 will be illustrated today, 13 November, at 5:30 p.m. during aconference call with Prelios top management. Journalists may follow the presentation by phone,without being able to ask questions, by calling +39 02 805 88 27. Slides of the presentation will beavailable for viewing in the Investor Relations section of the website .
The Quarterly Report at 30 September 2012 will be available to the public by 14 November 2012at the company’s registered office in Viale Piero e Alberto Pirelli 25, Milan, and at Borsa ItalianaS.p.A. The report will also be available on the company website .
The Financial Reporting Officer of Prelios S.p.A., Mr Riccardo Taranto, attests – pursuant to Art.
154-bis, Paragraph 2, of the Financial Markets Consolidation Act (Italian Legislative Decree58/1998
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