Gecina Sa · EURONEXT:GFC
Gecina Sa — Shareholder Meeting (October 2002)
21 slides from Gecina Sa's shareholder meeting presentation, Oct 18, 2002
Slide 1: Extraordinary General Meeting October 18th, 2002
EXTRAORDINARY GENERAL MEETING October 18th, 2002 2ter boulevard Saint-Martin 75473 Paris cedex 10 - France www.GECINA.fr www.foncigef.com
Slide 2: Contents
Extraordinary General Meeting – October 18 th, 20 CONTENTS GECINA’s first-half results: performances exceed objectives GECINA + SIMCO: on a profitable growth path Proposed resolutions 2
Slide 3: Gecina's first-half results: performances exceed objectives
Extraordinary ExtraordinaryGeneral GeneralMeeting Meeting–- October October 18 18 th,, 20 th 2 GECINA ’s first-half results: performances exceed objectives 3
Slide 4: Pre-tax cash flow from operations per share up by 15.9%
Extraordinary General Meeting – October 18 th, 20 Pre-tax cash flow from operations per share up by 15.9% (€millions) H1 2002 H1 2001 ∆ 2001 Consolidated rental income 129.9 134.1 -3.2% 267.3 Net income from asset disposals 48.5 17.3 - 88.1 Operating profit 138.0 100.4 - 247.6 Pre-tax cash flow from
Slide 5: Rental income up 5.7% on a like-for-like basis
Extraordinary General Meeting – October 18 th, 20 Rental income up 5.7% on a like-for-like basis Consolidated rental income (€ m) - 3.1% 134.1 129.9 • Favorable rental indexing + 5.7% • Impact of reletting 106.1 112.1 activities H1-2001 H1-2002 • Strong rental increases on lease renewals Rental inco
Slide 6: Net proceeds from property disposals: €48.5m
Extraordinary General Meeting – October 18 th, 20 Net proceeds from property disposals: €48.5m Asset-switching plan stepped up H1-2002 plan Total sales by block 77,663 m² Total sales by unit 8,425 m² Number of apartments sold 1,160 Residential properties as % of total area sold 90.2% Commercial prop
Slide 7: Further improvement in cost structure
Extraordinary General Meeting – October 18 th, 20 Further improvement in cost structure % Cost-to-income ratio1 change H1-02 vs H1-01 Other external -18.8% charges Taxes -9.4% 30.2% 26.4% Personnel costs -5.0% Rents -3.1% H1-2001 H1- 2002 1 Based on operating expenses before depreciation, provisions
Slide 8: Net Asset Value per share: €143.71
Extraordinary General Meeting – October 18 th, 20 Net Asset Value per share: €143.71 End-June End-June % End-Dec (€ m) 2002 2001 change 2001 Net Asset Value Block value1 2,660.21 2,548.40 - 2,606.65 Unit value2 3,144.03 3,954.90 - 3,058.70 (€) Net Asset Value per share 143.71 137.49 +4.5% 141.68 Blo
Slide 9: A more robust balance sheet
Extraordinary General Meeting – October 18 th, 20 A more robust balance sheet Revalued balance sheet at end-June 2002 (€ billion) •Net debt/Revalued assets: • 29.3% Revalued shareholders’ •Debt coverage ratio: equity 3.2 • 93.0% Revalued assets 4.6 •Average cost of debt after Financial debt hedging:
Slide 10: Gecina + SIMCO: on a profitable growth path
Extraordinary Extraordinary General General Meeting Meeting –- October October 18 18 th,, 20 th 20 GECINA + SIMCO : on a profitable growth path 10
Slide 11: Gecina's public offer for all outstanding shares in SIMCO
Extraordinary General Meeting – October 18 th, 20 GECINA’s public offer for all outstanding shares in SIMCO For 1 SIMCO Main offer share: COMBINED OFFER (‘Mix and Match’ option): €57.33 + 0.3 GECINA shares (two-thirds cash, one-third shares) Two secondary Public Purchase Offer: offers Share Exchange
Slide 12: Remuneration in cash and shares
Extraordinary General Meeting – October 18 th, 20 Remuneration in cash and shares Number of shares likely to be Potential maximum tendered in response to the offer remuneration in 1/3 hares Issue of 9.4 million new GECINA • 27,105,415 SIMCO shares As GE CIN shares • 259,000 SIMCO shares from the pos
Slide 13: Debt under control
Extraordinary General Meeting – October 18 th, 20 Debt under control Change in net debt (€bn at 31 December 2001) Increase in property asset value 8.2 (€bn at 31 December 2001) 1.6 4.1 4.1 4.1 1.1 1.4 GECINA SIMCO Acquisition- GECIN GECINA SIMCO GECINA + related debt A SIMCO + Ratio of netSIMCO debt
Slide 14: A new stockmarket status
Extraordinary General Meeting – October 18 th, 20 A new stockmarket status • Size multiplied by two • Diversification of GECINA’s shareholder structure Pre-transaction Post-transaction breakdown of GECINA ’s breakdown of GECINA ’s capital capital1 (at 31 December 2001) (at 31 December 2001) AGF AGF
Slide 15: A lucrative project
Extraordinary General Meeting – October 18 th, 20 A lucrative project Immediate advantages Re-balancing of Increased Key indicators activities + stockmarket weight + enhanced Increased capabilities Participation in future Property asset optimisation on a + property market growth made easier broader
Slide 16: Gecina and SIMCO coming together in progress
Extraordinary General Meeting – October 18 th, 20 GECINA AND SIMCO COMING TOGETHER IN PROGRESS August 7th, 2002: Announcement of the agreement signed between GECINA, AXA and CFF August 29th, 2002: SIMCO Board Meeting Approval by CFF Supervisory Board Details of proposed public offer filed with the m
Slide 17: Proposed resolutions
Extraordinary General Extraordinary General Meeting Meeting -– October October 18 18th th ,, 20 20 Proposed resolutions 17
Slide 18: First resolution
Extraordinary General Meeting – October 18 th, 20 First resolution (extraordinary) Authorisation to increase the capital stock in order to remunerate SIMCO shares tendered in response to the share/cash offer and the share exchange offer (Articles L.225-129 and L.225-148 of the Commercial Code) Maxim
Slide 19: Second resolution
Extraordinary General Meeting – October 18 th, 20 Second resolution (extraordinary) Authorisation to proceed with the issue of GECINA CBs, with no preferential subscription rights, to remunerate the SIMCO CBs tendered in response to the exchange offer (Article L.225-161 of the Commercial Code) Maxim
Slide 20: Third resolution (extraordinary)
Extraordinary General Meeting – October 18 th, 20 Third resolution (extraordinary) Authorisation to proceed with a capital increase reserved for employees (Article L.225-129-VII and L.225-138 of the Commercial Code and articles L.443-1 et seq. of the Labour Code) Deadline for completion: 5 years fro
Slide 21: Fourth resolution
Extraordinary General Meeting – October 18 th, 20 Fourth resolution (extraordinary) Powers to complete all formalities Proposed resolutions 21