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KMC Properties ASA

Investor Presentation Jun 14, 2024

3645_rns_2024-06-14_7667c161-f52d-4b69-8e50-a29ed465fbf8.pdf

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KMC Properties

Presentation to shareholder EGM Considerations around a potential combination with Logistea

14 June 2024

Disclaimer

THIS PRESENTATION AND ITS CONTENTS ARE CONFIDENTIAL AND ARE NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS PRESENTATION IS NOT AN OFFER OR INVITATION TO BUY OR SELL SECURITIES IN ANY JURISDICTION.

This presentation (the "Presentation") has been produced by KMC Properties ASA (the "Company" and together with its direct and indirect subsidiaries, the "Group"), with assistance from Carnegie AS and DNB Markets, a part of DNB Bank ASA (the "Advisers"). The Presentation is designed to provide a high-level overview of certain aspects of the Group in connection with a potential transaction with Logistea AB (publ.) ("Logistea") and has been prepared solely for information purposes for use in presentations to shareholders of the Company.

This Presentation reflects the conditions and views as of the date set out on the front page of this Presentation. The information contained herein is subject to change, completion, or amendment based upon a number of factors, including, without limitation, macroeconomic and equity market conditions, investor attitude and demand, the business prospects of the Company and Logistea and other specific issues, without notice. This Presentation contains summary information only and does not purport to be comprehensive and is not intended to be (and should not be used as) the sole basis of any analysis or other evaluation.

This Presentation and the information contained herein have not been independently verified and no representation or warranty, express or implied, is made or given by or on behalf of the Company, any of its shareholders and/or the Advisers, or any of their respective directors, officers, employees, agents, affiliates, advisers or any person acting on its behalf, as to, and no reliance should be placed on, the accuracy, completeness or fairness of the information or opinions contained in this Presentation and no responsibility or liability (whether direct or indirect, in contract, tort or otherwise) is assumed by any such persons for any such information or opinions or for any errors or omissions. All information presented or contained in this Presentation is subject to change without notice. In giving this Presentation, none of the Company, any of its shareholders and/or the Advisers or any of their respective directors, officers, employees, agents, affiliates, advisers or any person acting on their behalf, undertakes any obligation to amend, correct or update this Presentation or to provide the recipient with access to any additional information that may arise in connection with it. None of the Company, any of its shareholders and/or the Advisers or any of their respective directors, officers, employees, agents, affiliates, advisers or any person acting on their behalf, shall have any liability whatsoever, whether direct or indirect, in contract, tort or otherwise) for any loss whatsoever arising from any use of this Presentation, or otherwise arising in connection with this Presentation.

This Presentation has been prepared for information purposes only, and does not constitute or form part of, and should not be construed as, any offer, invitation or recommendation to purchase, sell or subscribe for any securities in any jurisdiction and neither the issue of the information nor anything contained herein shall form the basis of or be relied upon in connection with, or act as an inducement to enter into, any investment activity. This Presentation does not purport to contain all of the information that may be required to evaluate any investment in the Company, Logistea or any of their respective securities and should not be relied upon to form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever.

This Presentation includes forward-looking statements relating to the business, financial performance and results of the Group and/or the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words "believes", "expects", "predicts", "intends", "projects", "plans", "estimates", "anticipates", "targets", and similar expressions. The forward-looking statements contained in this Presentation, including assumptions, opinions and views of the Group or cited from third party sources are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance or achievements of the Group to be materially different from those expressed or implied by such forward looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely. Past performance should not be taken as an indication or guarantee of future results, and no representation or warranty, express or implied, is made regarding future performance. No assurance or guarantee is, or should be taken to be, given in relation to the future business performance or results of the Company or Logistea or the likelihood that the assumptions, estimates or outcomes will be achieved. The Company and the Advisers expressly disclaim any obligation or undertaking to release any updates or revisions to these forward-looking statements to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based after the date of this Presentation or to update or to keep current any other information contained in this Presentation. Accordingly, undue reliance should not be placed on the forward-looking statements, which speak only as of the date of this Presentation.

The financial information included in this Presentation has not been audited and is subject to adjustments and modifications. Such adjustments and modifications could result in material differences to the unaudited financial information included in this Presentation.

The Advisers is acting exclusively for the Company and no one else in connection with matters related to this presentation. The Advisers does not provide legal, tax or accounting advice and you are strongly advised to consult your own independent advisors on any legal, tax or accounting issues relating to this material. The Advisers will not regard any other person (whether or not a recipient of this presentation) as a client in relation to such matters and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for the giving of advice in relation to any transaction, matter or arrangement referred to in this presentation.

This Presentation is directed at persons in member states of the European Economic Area ("EEA") who are "qualified investors" as defined in Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2019, repealing Directive 2014/71/EC ("Qualified Investors"). In addition, in the United Kingdom, this presentation is addressed to and directed only at, "qualified investors" as defined in section 86(7) of the Financial Services and Markets Act 2000 who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). This Presentation must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the EEA other than Norway, by persons who are not Qualified Investors. Any investment or investment activity to which this presentation relates is available in the United Kingdom only to persons that are both Relevant Persons and Qualified Investors, and in member states of the EEA other than Norway and the United Kingdom only to persons that are Qualified Investors, and will be engaged in only with such persons.

This Presentation and the information contained herein is not intended for publication or distribution, directly or indirectly, in whole or in part, in, and does not constitute an offer of securities in, the United States (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"), Canada, Australia, Japan or any other jurisdiction where such distribution or offer is unlawful. The securities referred to in this Presentation have not been and will not be registered under the Securities Act or with the securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. By accepting the delivery of this presentation, the recipient warrants and acknowledges that it is outside the United States. Neither this Presentation nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in whole or in part, into the United States. Any failure to comply with the foregoing restrictions may constitute a violation of U.S. securities laws.

This Presentation is subject to Norwegian law and any dispute arising in respect of this presentation is subject to the exclusive jurisdiction of Norwegian courts with Oslo District Court as legal venue.

AGENDA

I n t r o d u c t i o n

  • C o m b i n e d c o m p a n y e q u i t y s t o r y
  • S y n e r g y p o t e n t i a l
  • F i n a n c i a l s c o m b i n e d c o m p a n y
  • A p p e n d i x I : I n t r o d u c t i o n t o L o g i s t e a
    • A p p e n d i x I I : To p 1 0 t e n a n t s i n L o g i s t e a
    • A p p e n d i x I I I : L o g i s t e a p r o p e r t y l i s t
    • A p p e n d i x I V : S h a r e h o l d e r s

Introduction

Executive summary

  • On 14 June 2024, KMC Properties ASA ("KMCP" or the "Company) entered into a share purchase agreement with Logistea pursuant to which Logistea will acquire all shares in the property-owning subsidiaries of the Company, against consideration in the form of newly issued shares in Logistea that will subsequently be distributed to the Company's shareholders (the "Transaction")
  • Valuation of both companies are based on balance sheets as of 31 March 2024 and corresponds to Net Asset Value (NAV) defined as book value of equity adjusted for deferred taxes, subsequent events and pro forma adjustments (the "Transaction NAV"). This represents a value per share in KMC Properties of NOK 7.88.
  • Based on the Transaction NAV, KMCP will receive a combination of newly issued A shares and B shares in Logistea corresponding to c. 49% of the total capital and c. 49% of the total capital votes in the combined entity
  • Logistea has two share classes, A and B, which are both listed on Nasdaq Stockholm. KMCP will receive both class A shares and class B shares in Logistea, pro rata to the current split.
  • The Logistea shares received by KMCP at completion of the acquisition are expected to be distributed to the KMCP shareholders as soon as possible thereafter. The distribution is expected to be in two separate tranches. The first tranche will be distributed as soon as possible following completion of the Transaction and consists of approx. 80% of the Logistea shares received. The second tranche will be distributed following the preparation of an audited interim balance sheet for KMCP and an extraordinary general meeting of the Company resolving such second distribution.
  • Completion of the Transaction is subject to approval by extraordinary general meetings in Logistea and KMC Properties respectively (with a 2/3 majority vote in both companies), approval by bondholders in respect of changes to KMCP's outstanding bond, and approval from lending banks in respect to loan agreements of the KMCP group.
  • The Company has received voting undertakings from Bewi Invest AS, Flugfiskaren AB, Corvus Estate AS and M2 Asset Management AB (together representing 68.2% of the total issued shares) to vote in favor of the Transaction at the extraordinary general meeting to be held in KMCP. Flugfiskaren AB's voting undertaking is subject to certain conditions. Flugfiskaren AB and M2 Asset Management hold shares in both KMCP and Logistea.

Transaction details Combined company structure

Transaction structure explained

  • Logistea acquires all assets of KMCP through the acquisition of KMC Properties Holdco AS ("KMCPH"). The acquiring Logistea entity is a wholly owned subsidiary of Logistea AB (publ.)
    • The rights and obligations under the bond loan are transferred from KMCP to KMPCH's subsidiary KMC Properties AS.
    • Logistea guarantees for KMCPH's obligations under the bond loan. Logistea will also guarantee for loan facilities of the KMCPH group
    • The employment of all employees of KMCP are directly or via subsidiaries transferred to Logistea
  • Approval by the general meetings of KMCP and Logistea with the support from at least 2/3 of the votes cast and shares represented
  • The consideration from Logistea is in the form of A shares and B shares in Logistea. The only non-cash assets of KMCP immediately following closing will be consideration shares in Logistea
  • The Logistea shares shall be distributed to KMCP's shareholders
  • The KMCP general meeting referred to above shall also resolve the distribution of the majority portion of the consideration shares (approx. 80%). The distribution of the remaining shares will be resolved by a subsequent general meeting based on a post-closing interim balance sheet
  • KMCP will as a result of the transaction initially become an empty shell which is intended expected to remain listed on the OSE (see Post Transaction on the right for further information)

Transaction structure overview Transaction structure considerations

Topic Considerations
Governance
2/3 majority vote among shareholders required to be able to carry out the transaction
Tax
Property transfer tax estimated to MEUR 5.6 and will be paid by the combined company.

Potential Norwegian dividend taxation to the extent value of shares distributed exceed paid in
capital (although unlikely)
Closing
Estimated completion of the Transaction is 11 July 2024
Other
Post Transaction: Following completion of the Transaction, KMCP intends to pursue real estate
and other investment opportunities, and is as part of this strategy, the Company has initiated a
process with a party for the acquisition of a number of
properties out of an existing property
portfolio. KMCP expects to remain an Oslo Stock Exchange listed company following the
Transaction

Fairness opinion:
Fairness opinion as to the fairness of the Transaction to KMCP and its
shareholders from a financial point of view has been provided to the board by Sparebank1
Markets AS in connection with the signing of the SPA

Distribution of shares to KMCP shareholders

Dividend distribution considerations Highly indicative timing

  • KMCP can, in principle, only distribute dividends within the company's dividend basis based on the balance sheet as of December 31, 2023. It follows from that balance sheet that the dividend basis amounts to just over NOK 2.65 billion
  • The value of the distribution of the Logistea shares is determined based on the market value of the shares at the time of distribution. Assuming that the value of the Logistea shares will be approximately NOK 3.3 billion, KMCP can distribute appr. 80% of the Logistea shares as a dividend in kind
  • To distribute the remaining appr. 20% of the Logistea shares, a revised interim balance sheet will be prepared to reflect the effects of the Transaction and thereby increase the dividend capacity. The interim balance sheet must be approved by the general meeting and can then be used as a basis for the distribution of the remaining Logistea shares
  • The interim balance sheet cannot be prepared until after the Transaction has been completed and the Logistea shares have been received. Assuming the Transaction is completed around July 11, 2024, it implies that the auditor can begin their review after this date. 1
  • The interim balance sheet must be prepared by the board and audited at the time of notice of EGM. The notice of EGM shall be sent no later than 3 weeks prior to the EGM 2
  • The same EGM may approve the interim balance sheet and the dividend distribution, but the dividend cannot be distributed until the interim balance sheet has been registered and announced by the Norwegian Accounting Register. The processing time at the Accounting Register is 2-3 working days 3

Based on initial assessment, an interim balance sheet will be sufficient to distribute the remaining appr. 20% of the Logistea shares in one portion. If not, the distribution will have to be made in two tranches

Outcome: A Nordic leader in logistics and industrial real estate

Notes: NIBD = Interest-bearing debt minus cash and cash equivalents; (a) As of 31 Mar 2024. Including ongoing acquisitions and projects; (b) As of 31 Mar 2024; (c) Adj. for share issue to Slattö due to Åmål acquisition; (d) Property values of 31 Mar 2024 (including ongoing acquisitions and projects for Logistea and KMCP); (e) Excluding projects | Source: Company information

Contribution analysis to the combined company

LOGI KMCP Combined Contribution
(a)
Market cap.
NOK/SEKm 3,449 2,917 6,366 54% 46%
EPRA NRV NOK/SEKm 3,364 3,193 6,558 51% 49%
GAV NOK/SEKm 6,186 6,947 13,133 47% 53%
Properties # 73 72 145 50% 50%
GLA sqm ('000) 672 715 1,387 48% 52%
NOI NOK/SEKm 382 516 899 43% 57%
EBITDA NOK/SEKm 344 470 815 42% 58%
NIFPM NOK/SEKm 184 212 410 47% 53%
WAULT yrs. 8.3 11.5 10.1 n.m.
(b)
Net initial yield
% 6.3% 7.5% 6.9% n.m.
Net LTV % 44.1% 49.0% 46.6% n.m.
LOGI
KMCP

Notes (a) Market cap as of 7 June 2024; (b) Excluding projects Note: As of 31 Mar 2024. Including ongoing acquisitions and projects

Combined company equity story

Combined company equity story

1 Cemented
position as a leading real estate
partner for logistics and industrial
companies with aligned strategy for
accretive growth

Long-term industrial real estate strategy remains at the core of the combined entity, focusing on collaboration and building long-term, strong tenant partnerships

Potential for accretive growth boosted through better access to greenfield developments, as well as improved acquisition capabilities
2 Diversified income concentration by
geography, tenant, and tenant industry

Exposure to large and solid companies with long track records
in attractive industries, combined with additional diversification into further industries

Improved geographical diversification across the Nordics and Northern Europe, and reduced single-tenant exposure
3 Continued focused on tenants with
business-critical assets with sticky features

Assets with strategic locations
near critical logistics infrastructure, end-users, key customers, industrial clusters, and/or natural resources remain in focus

Maintain emphasis on sticky tenant relationships due driven by tenant paid capex, in-place infrastructure and equipment and few relocation alternatives
4 Maintained preferred lease agreement types
and long WAULTs to preserve de-risked
return profile

Majority of properties are on 10-year or longer lease agreements (Combined WAULT of 10.1 years)

Triple net make up 91% of the lease contracts and 99% of the contracts have 100% CPI adjustments in the combined company
5 Improved position to access more
diversified and attractive equity and debt
capital

Strengthened and diversified shareholder base with added relevant know-how within industrial and logistics management and operations

Enhanced relative attractiveness of the publicly traded share with improved liquidity and overall investor attention

Broadened bank syndicate and improved overall credit metrics with potential to improve financing terms on the back of increased size and diversification
6 Enhanced in-house
expertise and capabilities from a new and
combined management and organization

New management leveraging the complimentary strengths across capital markets, real estate and industrial understanding

The combination will unlock synergies and further upside from country-specific knowledge, and leveraging each others' tenant relationships
7 Retained full commitment to ESG
Retained focus on ESG with clear, specific and measurable ESG objectives and targets

The combined company has complementary focus areas, which will enable accelerated adoption and implementation of environmental goals

Cemented position as a leading real estate partner for logistics and industrial companies… 1

  • Strategy to acquire properties and land in attractive locations in Sweden and over time also in other Nordic countries within the logistics and light industrial property segments
  • Build a base of long-term, financially stable tenants on long leases and become a reliable partner
  • Conduct operations resource efficiently where environmental impact and social sustainability are affirmed in business decisions

strategy and growth levers strategy and growth levers

  • Long-term industrial approach to real estate ownership, with emphasis on tenant collaboration and environmentally and socially sustainable properties to maximise value creation and reduce downside risk
  • Positioning itself as one of the preferred real estate partners for industrial and logistics companies in Northern Europe
  • Become a go-to greenfield project developer leveraging its one-stop shop capabilities, and a deep industrial understanding

Aligned strategy and vision

A preferred real estate partner with deep industrial understanding and one-stop shop capabilities

… with aligned strategy for accretive growth 1

Logistea strategy for growth KMCP strategy for growth

Capex development Greenfield development Acquisitions
a
eri

Ongoing development of
the existing real estate
portfolio

Extensions and new
construction on own or
acquired land, with a

Acquisition of
investment properties in
attractive locations in
d crit
n
y a
g
e
Strat

Working closely with
tenants, to adapt and
develop these
target of completing 25k
sqm of new lettable
area annually
the Nordics, suitable for
warehousing, logistics
and light industry
properties to promote
the tenants' growth, and
transition to a climate
neutral society

base with financially
lease terms
A diversified customer
stable tenants and long
s
et
g
ar
T
Accretive yield on cost
with support from long-term tenants
+6.0% Attractive
25k
sqm. new lettable area p.a.
yield(a) WAULT and
tenant(s)
g
n
oi
g
Property Value: n.a.
Capex: 160m
Yield on cost: 11%
Property Value: SEK 214m
Land
area:
380k
sqm.
Building
rights:
150k
sqm.
Property Value: SEK 185m
GRI: SEK 15.3m
NOI yield: 8.0%
n
o
e /
n
eli
p
Pi
Dev. of Vaggeryd Logistic Park
Construction of facility for NKT Acquisition of property in Åmål

Criteria; long-term value
accretive potential, solid
tenants with long track
records in strategic
location for industry,
logistics and/or tenant

Value creation through
portfolio premiums and
bundling of property
management
7.0 –
8.0%
YoC
# Properties: 7
GRI: NOK 54m
WAULT: 17 yrs.

Diversified income concentration by geography, tenant… 2

…and tenant industry 2

Continued focused on tenants with business-critical assets with sticky features 3

Maintained preferred lease agreement types and long WAULTs to preserve de-risked return profile 4

Strengthened and more diversified shareholder base 5

Ownership in combined entity post-merger(a) Solid real estate and industrial competence

Shareholder Pre-merger Type(b) A-shares B-shares Capital, % Votes, %
BEWI Invest
AS
KMCP FO 5.9 77.8 17.7% 17.7%
Nordika KMCP/LOGI IN 5.0 63.7 14.5% 14.7%
Rutger Arnhult KMCP/LOGI HNWI 3.8 50.0 11.4% 11.3%
Slättö LOGI IN 4.3 43.6 10.1% 11.3%
Dragfast
AB
LOGI FO 5.0 3.1 1.7% 6.9%
HAAS AS KMCP HNWI 1.8 24.1 5.5% 5.5%
Fjärde AP-fonden LOGI IN - 20.7 4.4% 2.7%
Stefan Hansson LOGI HNWI 0.9 8.7 2.0% 2.3%
Corvus Estate AS KMCP RE 0.7 9.3 2.1% 2.1%
Frøy Kapital AS KMCP PE 0.5 6.7 1.5% 1.5%
Länsförsäkringar
Fonder
LOGI IN - 9.1 1.9% 1.2%
Morten Astrup KMCP HNWI 0.4 5.1 1.2% 1.2%
The Phoenix Holdings Ltd. LOGI IN - 8.7 1.8% 1.1%
Patrik Tillman LOGI HNWI 0.1 6.0 1.3% 0.9%
Alcur Fonder LOGI IN 0.3 3.5 0.8% 0.8%
Carnegie Fonder KMCP IN - 5.2 1.1% 0.7%
Constructio
AS
KMCP HNWI 0.2 2.8 0.6% 0.6%
Klädesholmen
Seafood AB
KMCP N/A 0.1 1.4 0.3% 0.3%
Other 4.3 90.4 20.0% 17.2%
Sum 33.4 440.0 100% 100%

Strengthened and diversified shareholder base with added relevant ✓ know-how within industrial and logistics management and operations

18

Supportive principal owners with long-term ownership horizons

Note: (a) Based on "transaction NAV"; (b) FO = Family office, RE = Real estate investor, HNWI = High net worth individual, IN = Institutional investor, PE = Private equity Source: Company information and Holdings

Enhanced relative attractiveness of the publicly traded share 5

19

Increased
market cap from c. NOK 2.9bn to NOK 6.4bn
Broadened equity research analyst coverage
Improved liquidity and reduced
concentration in ownership
implying potential free float increase
Enhanced overall investor attention and interest

Benefits to the combined entity's traded share Relevant sized real estate companies' inst. & specialist ownership

Market cap
(NOK mrd)
Days to turn
company
(90d avg)
Analyst
coverage
Inst. & specialist ownership among top 20
~28.6 ~920d(a) 9x +15
~13.9 ~1,370d 5x +14
~7.9 ~740d(b) 5x +15
~6.4 n.a. Likely to draw broader
analyst attention
+15
~5.3 ~2,070d 3x +13
~4.1 ~2,190d 2x +12
~4.0 ~2,075d(c) 2x +14
~3.4 1,160d(d) 2x +10
~2.9 ~6,470d 3x +5

A more attractive share will improve access to funding and make the public equities market a more reliable source of financing

5 Broadened bank syndicate and improved overall credit metrics

Enhanced in-house expertise and capabilities from a new and combined management and organization 6

Management experienced in real estate and capital markets

  • Management team with extensive experience and expertise in the Swedish real estate market and real estate transactions from leading roles past 20 years
  • Both CEO Niklas and deputy CEO Anders are coming from leading roles in capital markets and transaction from both Savills and Cushman & Wakefield
  • Sweden specific skillset
    • Strong Swedish network for off market M&A sourcing and greenfield development
    • Proven team with track record in acquisitions and developments with good returns

Management with M&A, accounting and industry experience

  • Interim-CEO with strong industry knowledge from being chair of board from BEWI invest, as well as extensive accounting experience as reg. manager at BDO
  • Acting CFO with strong M&A and real estate experience from the Investment Banking team at Pareto and the real estate investment team in Fredensborg

Norway specific skillset

  • Strong pan nordic and northern european network for off-market M&A sourcing and greenfield developments
  • Extensive track-record of developing assets in collaboration with large and solid industrial companies with attractive returns

Retained full commitment to ESG 7

Selected relevant ESG targets

100% of tenants communicate their climate accounting (minimum scope 1 and 2)

25% of portfolio produce renewable energy

0 spills from tenants' operations

70% minimum sorting rate on construction sites

KMC Energy Logistea

KMC Energy, a KMC Properties subsidiary, offers solutions that secure tenants' reliable access to renewable energy and contribute to a more stable capacity on the grid, which will benefit local communities

KMCP Logistea

New noteworthy sustainability targets

Energy saving measures - Annually move at least 10 percent of the properties in the comparable portfolio to a significantly better energy class through energy projects by the end of 2025

Solar energy - Increase the installed capacity from solar energy by 1 MWp annually

Batteries - Installed capacity from battery storage of at least 30 MW by the end of 2025

Net zero greenhouse gas - Logistea will reach net zero greenhouse gas emissions in scope 1 and 2 by the end of 2028

Offer customers energy efficient and environmentally friendly properties

  • Energy efficiency improvements and fossil-free electricity
  • Renewable electricity through solar panels
  • Battery storage stabilize the electricity grid

Synergy potential

Preliminary synergy potential in the combined entity

High level synergy potential based on early discussions between management in the two companies

A better credit standing will likely result in lower funding cost and boost NIFPM further

Avg. interest rate vs. LTV Avg. interest rate vs. ICR

Avg. interest rate vs. Market cap Avg. interest rate vs. asset values

Financials combined company

Key financial metrics

Note: (a) Logistea figures adjusted for acquisition of one property in Åmål completed in Q2 2024 and extension for tenant NKT expected to be completed in Q4 2024. KMC Properties figures adjusted for acquisitions of one property in Denmark and three properties in Poland completed in Q2 2024. In addition, adjusted for one ongoing acquisition of one property in Belgium. Including expected cost synergies of SEK 14m; (b) Excluding projects

Key credit metrics

28

Notes: (a) Based on reported figures as of 31 Mar 2024; (b) Logistea figures adjusted for acquisition of one property in Åmål completed in Q2 2024 and extension for tenant NKT expected to be completed in Q4 2024. KMC Properties figures adjusted for acquisitions of one property in Denmark and three properties in Poland completed in Q2 2024. In addition, adjusted for one ongoing acquisition of one property in Belgium. Including expected cost synergies of SEK 14m

Summary combined company data

Combined company operational and financial data Pro-forma adjusted combined run-rate

29

Logistea KMCP Combined
Property related(a)
No. of properties 73 72 145
Property value, SEKm 6,186 6,947 13,133
Rental value, SEKm 419 530 949
Lettable area, ksqm 672 715 1,387
Economic occupancy rate, % 95.9% 98.4% 97.3%
WAULT, years 8.3 11.5 10.1
Net initial yield(e), % 6.3% 7.5% 6.9%
Financial(d)
EPRA NRV, SEKm 3,364 3,193 6,558
Equity ratio, % 47.8% 43.2% 45.4%
Net interest-bearing debt, SEKm 2,646 3,147 5,793
Net LTV, % 44.1% 49.0% 46.6%
Average interest rate, % 5.0% 6.8% 6.0%
Logistea
KMC Properties
Combined
SEKm 31 Mar
2024
Logistea
adjusted(a)
31 Mar
2024
KMCP
adjusted(b)
Synergies Combined(c)
Investment properties
Rental value 404 419 489 530 949
Operation supplements 68 68 - - 68
Vacancy -17 -17 -8 -8 -25
Property costs -105 -105 -5 -5 -110
Project properties
Rental value 17 17 - - 17
Property costs - - - - -
Net operating income 367 382 476 516 899
Central administration -38 -38 -46 -46 14 -70
Net finance costs -148 -160 -254 -259 -419
Profit from property management 181 184 175 212 410

Notes: SEK/NOK 1.00; (a) Adjusted for acquisition of one property in Åmål completed in Q2 2024 and extension for tenant NKT expected to be completed in Q4 2024; (b) Adjusted for acquisitions of one property in Denmark and three properties in Poland completed in Q2 2024. In addition, adjusted for one ongoing acquisition of one property in Belgium; (c) Including expected cost synergies of SEK 14m; (d) Based on 31 March 2024; (e) Excluding projects

Appendix I: Introduction to Logistea

C h a p t e r Tr a c k e r

Logistea at a glance

  • Logistea is a real estate company in warehousing, logistics and light industry, with the vision of being the natural partner for companies demanding modern sustainable premises
  • Logistea's customers include well-known expansive e-commerce companies, which place demands on modern warehousing and logistics solutions in strong logistics locations
  • The real estate company Logistea sprung from the fashion company Odd Molly, which was divested entirely in 2021 and has seen strong growth since the first property was acquired at the end of 2019
  • Logistea's organization consists of a combined expertise in property management, transaction and financing

Introduction to Logistea Key figures (Q1-2024 PF)

SEK 6.2bn
Portfolio
value
SEK 0.4bn
Projects and land
value
SEK 419m
Rental value
6.3%
Run-rate
NOI yield(a)
8.3 yrs.
WAULT
95.9%
Occupancy
rate
672k sqm.
Lettable
area
73
properties

Geographic footprint and property type overview Illustration and geographic exposure

Tenants, property types and locations

Top 10 tenants represent ~41% of total rental income(a)

Rental income is well diversified across sectors(a)

73 properties in 43 locations, mainly in the "Nordic Trade Triangle"

What makes Logisteas properties well located?

  • Most properties are located within the "Nordic Trade Triangle", defined by the intermodal transport system that connects the three Scandinavian capital cities of Copenhagen, Oslo and Stockholm (marked in red above)
  • These cities are connected by a network of sea transport, rail and major motorways, with local logistic hubs formed at key junctures making it a focal point of the national logistics and warehousing market
  • This significance of the locations is emphasized by the fact that over 80% of Sweden's population and businesses are situated within the "Nordic Trade Triangle"

1. Portfolio 2. Development 3. Valuation 4. Earnings capacity

Lease agreement types and structures

  • Around 80% of the leases are also triple net type agreements, where the tenant bears the major share of operating and maintenance costs.
  • 99% of Logisteas leases are indexed, where of 97% are linked to CPI and 2% have a fixed indexation of 1-4%

Property segmentation by locations and status

Region Properties
(#)
WAULT
(yrs.)
Rental value
(SEKm)
Sqm. Rent / sqm. Market value
(SEKm)
Net yield Value / sqm.
(SEK)
Share
logistics
1
West
39 7.4 202 316,655 637 3,140 5.9% 9,917 65.8%
Central
2
10 6.0 55 112,856 484 681 6.6% 6,033 12.8%
5
South
3
8 9.3 48 91,600 522 653 6.8% 7,123 24.2%
2
East
4
1
4
7 7.2 48 77,929 618 719 6.3% 9,230 100.0% Terminalvägen
21, Timrå
North
5
3
6 13.6 34 64,523 531 451 7.1% 6,982 7.6%
Cash flow property portfolio 70 8.1 387 663,563 583 5,643 6.2% 8,505 49.4%
1
Capex project: NKT
1 n.a. 17 n.a. n.a. 98 n.a. n.a. 0.0%
1
Land bank: Vaggeryd
1 n.a. n.a. n.a. n.a. 214 n.a. n.a. 100.0%
1
Land bank: Fåglabäck
- n.a. n.a. n.a. n.a. 43 n.a. n.a. 100.0%
1
Land bank: Lockryd
- n.a. n.a. n.a. n.a. 3 n.a. n.a. 0.0% Vaggeryd Logistikpark
Development portfolio 2 n.a. 17 n.a. n.a. 358 n.a. n.a. n.a.
Åmål (pro-forma)
1
1 14.5 15 8,540 1,792 185 8.0% 21,663 0.0%
Acquisitions 1 14.5 15 8,540 1,792 185 8.0% 21,663 0.0%
Total sum 73 8.3 419 672,103 623 6,186 6.2% 9,203 48.8% Porfyrvägen
2, Nybro

Development portfolio and land bank

Note: (a) Value per sqm. in line with SLP's acquisition of building right in Jönköping Apr 2024 at SEK ~1,500 per sqm. building right Source: SLP

expected to be operational in the second quarter of 2024

Vaggeryd Logistikpark development potential

Overview of Vaggeryd area Business case – fully developed (outside-in)

P&L (SEKm) SEK per sqm.
Rental income 124 829
Opex (10) (66)
NOI 114 763
Admin (2) (17)
EBITDA 111 746
Interest expense (53) (356)
NIFPM 58 391
KPIs
NIBD / EBITDA 8.7x
ICR 2.1x
ROE pre-tax 9.9%
Support calculations
Capex 1,337 8,974
Construction loan 869 5,833
Land loan 94 633
Equity 588 3,943
SEK 5Y SWAP 2.8%
Margin 2.7%
All-in interest rate 5.5%
Assumptions Commentary
Rent per sqm. 829 Current rent level at developed property today in Vaggeryd Logistikpark
Sqm. 149,000 Zoned area
Yield on cost 8.5% Historical achieved yield on cost for Logistea
NOI margin 94.0% Property expense equal to c.8% of rent
EBITDA margin 92.0% Corporate cost equal to c.2% of rent
Loan-to-cost 65.0% 65% of construction cost financed with construction loan
Land value 214 Appraised value as of Q1-24
LTV, land 44.1% In line with overall portfolio as of Q1 2024 PF
  • Easy reach to entire southern Sweden region, with rail access ▪ Complete infrastructure in place
  • despite ongoing development ▪ Full capacity electricity and district

heating (20 MW) from start, meeting all future developments

Gothenburg 175km 2h 0min
Malmö 261km 2h 50min
Stockholm 357km 3h 50min
Copenhagen 305km 3h 20min
Oslo 426km 5h 20min

GAV breakdowns and external appraiser methodology

Note: (a) Sum excluding land bank (development)

Total 71 8.3 402 672,103 598 5,828 6.3% 8,672

  1. Portfolio 2. Development 3. Valuation 4. Earnings capacity

earning capacity for the investment properties on 31 December 2023 ▪ See Appendix 1 for more information on Logistea's valuation of and

accounting for investment properties

38

(a)

Capex projects and acquisitions (included in pro-forma Q1 2024)

  • In August 2023, Logistea signed a 20-year lease agreement with NKT HV Cables AB for the construction of a new building adjacent to the existing property Bulten 1 in Alingsås
  • The expansion includes a new test facility, an office building for more staff, and increased production capacity, totaling c.3,500 sqm. of new space
  • The investment totals up to SEK 160m, with the building anticipated to be finalized in the Q4 2024
  • Logistea is acquiring a single-tenant logistic property for SEK 185m with an annual rental income of SEK 15.3m, expected to close end of Q2-24
  • The building, constructed in 2022, spans 8,450 sqm. and is leased to Dana TM4 Electric AB under a 15-year triple-net lease
  • The deal is financed through a share issue to the seller Slättö (the largest owner of Logistea) at a subscription price of SEK 14 per share, as well as bank loans. The shares of Logistea were trading at SEK 13.38 at the time of the announcement

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