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Care Property Invest NV/SA

Regulatory Filings Oct 10, 2017

3926_rns_2017-10-10_e1cdcbb8-fdb2-4574-a79d-616008a4e25f.pdf

Regulatory Filings

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Taking care of the future

2017 Capital increase Roadshow presentation

Disclaimer

"This presentation has been prepared by the management of Care Property Invest (or the "Company" ) solely for use by you at the investor presentations and solely for your information and background and is subject to updating, completion, revision and amendment and such information may change materially. No person is under any obligation to update or keep current the information contained in this document and any opinions expressed in relation thereto are subject to change without notice. "Presentation" means this document, any oral presentation, the question and answer session and any written or oral material discussed or distributed during the "road show presentation". The Presentation comprises written material/slides which provide information on the Company and its subsidiaries. The information contained in this presentation has not been independently verified by Bank Degroof Petercam, KBC Securities and Belfius, which are acting as Managers (the "Managers") of the Company, or by any independent third party. Save where otherwise indicated, the Company is the source of the content of this Presentation. Care has been taken to ensure that the facts stated in this Presentation are accurate, and that the opinions expressed are fair and reasonable. The prospectus dated 10 October 2017 as approved by the FSMA, with detailed information on the Offering is available among others on the Company's website. The investors are encouraged to read the prospectus and in particular the risk factors set out therein. This Presentation does not contain all the information that may be important for investors. This Presentation is not an offer of securities for sale, nor a solicitation of any offer to purchase securities, in the United States or any other jurisdiction. Neither the Presentation nor any part or copy of it may be taken or transmitted into the United States or distributed, directly or indirectly, in the United States. Neither the presentation nor any part or copy of it may be taken or transmitted into Australia, Canada or Japan, or distributed directly or indirectly in Canada or distributed or redistributed in Japan or to any resident thereof. Any failure to comply with these restrictions may constitute a violation of U.S., Australian, Canadian or Japanese securities laws. The distribution of the Presentation in other jurisdictions may be restricted by law and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. The Company's securities have not been and will not be registered under the Securities Act and may not be offered or sold in the United States. Prospective investors must be able to bear the economic risk of an investment in the shares and should be able to sustain a partial or total loss of their investment."

This Presentation includes forward-looking statements that reflect the Company's intentions, beliefs or current expectations concerning, among other things, the Company's results, condition, performance, prospects, growth, strategies and the industry in which the Company operates. These forward-looking statements are subject to risks, uncertainties and assumptions and other factors that could cause the Company's actual results, condition, performance, prospects, growth or opportunities, as well as those of the markets it serves or intends to serve, to differ materially from those expressed in, or suggested by, these forward-looking statements. The Company cautions you that forward-looking statements are not guarantees of future performance and that its actual results and condition and the development of the industry in which the Company operates may differ materially from those made in or suggested by the forward-looking statements contained in this document. In addition, even if the Company's results, condition, and growth and the development of the industry in which the Company operates are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in future periods. The Company and each of its directors, officers and employees expressly disclaim any obligation or undertaking to review, update or release any update of or revisions to any forward-looking statements in this Presentation or any change in the Company's expectations or any change in events, conditions or circumstances on which these forward-looking statements are based, except as required by applicable law or regulation.

Investing in shares involves considerable risks. Before investing in the new shares, irrevocable allocation rights or scrips, investors are requested to read the prospectus, particularly the risk factors described in chapter 1 'Risk Factors' of the securities note, including, inter alia, the risks associated with a shortage of working capital, as set out in paragraph 1.3.3 and 4.1 of the securities note and chapter 1 'Risk Factors' of the registration document. Any decision to invest in the new shares, the irrevocable allocation rights or the scrips in the framework of the offer, must be based on all the information provided in the prospectus. Potential investors must be capable of carrying the economic risk of investment in shares and of taking a full or partial loss on their investment.

A share is an instrument which represents a portion of the capital. A share is of unlimited duration and does not guarantee the reimbursement of the capital. The shares will be traded on the regulated market of Euronext Brussels, which can result in both capital gains or capital losses. The shares may be entitled to dividends (even if that is not the short term objective) and include the right to vote at the general shareholder's meeting. In the event of liquidation the shareholders may not recover anything of their capital, As shareholder of the Company, your rights will be governed by Belgian law.

  • Key risks that are specific to Care Property Invest and its activities
  • Market risks
    • Risks associated with the health care real estate market A reduction in demand for or an oversupply of health care real estate or a weakening of the financial situation of the various market parties in the health care real estate sector could lead to an increase in vacancy rates, a reduction in the tenant's solvency or an increase in doubtful debtors, which may affect the (level of collection of) rental income and the cash flow of the Company.
    • Risks associated with inflation A possible increase in interest and capitalization rates as a result of inflation will lead to an increase in the Company's financing cost and may lead to a decline in the fair value of the real estate portfolio and lower equity of the Company.
    • Risks associated with deflation A general decrease in prices due to a reduction in economic activity can lead to a decrease in the rental income of the Company.

• Operational risks

  • Risks associated with concentration risk In the case of a tenant's departure, a concentration of tenants or investments in one or more buildings relative to the entire real estate portfolio of the Company could lead to a sharp fall in earnings or cash flow of the Company.
  • Risks associated with the solvency of tenants As a result of a (partial) default or bankruptcy of tenants, leaseholders and pledgees, the Company could be exposed to an unexpected sudden decline in rental income due to a worsening of the rental income collection rate or a decrease in occupancy rate or the Company could incur commercial costs for re-letting.
  • Risks associated with the sector As the Company's tenant base is active in one particular sector, an economic downturn or a change in regulations or subsidies in this sector could lead to a loss of revenue for the Company.

  • Key risks that are specific to Care Property Invest and its activities

  • Financial risks
    • Liquidity risk The termination, late extension or lack of renewal of financing agreements or non-compliance with covenants in such agreements could lead to a cash shortage for the Company, which would no longer enable the Company to finance acquisitions or projects, or repay interest, capital or operating expenses. In addition, such a cash shortage could lead to an increased cost of debt and the need for the Company to sell real estate investments at a reduced price.
    • Risks associated with the cost of capital Unfavorable fluctuations in interest rates, increased risk premium on equity markets and/or an increase in debt costs lead to a material increase in the weighted average cost of the Company's capital (equity and debt) and may have an impact on the profitability of the Company as a whole and on new investments.
    • Risks associated with a shortage of working capital On the date of this Presentation and taking into account the investment decisions taken, the Company does not have sufficient resources to meet its current commitments and to cover its working capital needs over a 12-month period. The Company will need to take measures to absorb this shortage of working capital.
  • Regulatory and other risks

    • Risks associated with the status of a Public Regulated Real Estate Company In its capacity as a Public Regulated Real Estate Company, the Company is subject to legislation on Regulated Real Estate Companies which imposes various restrictions and requirements. If the Company would no longer be able to meet these requirements, it could lose its licence as a Regulated Real Estate Company, which would mean that it could no longer benefit from the atypical tax system for Regulated Real Estate Companies and the Company's loans could be called in early.
    • Risks associated with the legal framework within which the Company operates The Company is subject to a set of complex rules, such as the Law on Regulated Real Estate Companies, the Royal Decree on Regulated Real Estate Companies and the Belgian Companies Code. Future changes to regulations could significantly adversely affect the Company's operation and value.
    • Risks associated with politics Changes in political vision and policies of regional, national or European political authorities (where possible different non-uniform positions could be taken) may have a negative impact on the
  • Key risks associated with the Offer and the offered shares

  • Risks associated with the investment in the New Shares Investing in the Shares offered involves risks that might lead to the loss of the entire investment in the Shares offered.
  • Liquidity of the share The Shares provide relatively limited liquidity.
  • Low liquidity of the market for the Irrevocable Allocation Rights There is no certainty that a market for the Irrevocable Allocation Rights will develop. Liquidity in this market may therefore be particularly limited, which may have a negative impact on the stock market price of the Irrevocable Allocation Rights.
  • Risks associated with the stock market price of Shares that may fluctuate considerably due to a variety of factors The stock market price of the Shares may fluctuate considerably due to a variety of factors.
  • Dilution with regard to Existing Shareholders not exercising (all) their Irrevocable Allocation Rights The Existing Shareholders not (fully) exercising their Irrevocable Allocation Rights will be subject to dilution.
  • If Irrevocable Allocation Rights are not exercised during the Subscription Period and/or if the total subscription price for Irrevocable Allocation Rights attached to registered shares is not paid on time, these Irrevocable Allocation Rights become invalid – Even if the Irrevocable Allocation rights, linked to registered shares, have been exercised during the Subscription period by timely submission of the registration form, they will become invalid and as a result they will, just like Unexercised Irrevocable Allocation Rights, be converted into an equal amount of scrips should the issue price on 24 October at 09h00 (Belgian Time) have not arrived on the bank account that has been specified in the letter sent to the registered shareholders.
  • Possible future dilution for Shareholders Future share issues may have an impact on the stock market price of the Shares and dilute the interests of Existing Shareholders.
  • Falling stock market prices for the Shares Withdrawal of the Offer No minimum amount for the Offer A considerable fall in the stock market price of the Shares may have a significant negative impact on the value of the Irrevocable Allocation Rights. Any volatility in the stock market price of the Shares also affects the stock market price of the Irrevocable Allocation Rights, which may cause the Irrevocable Allocation Rights to lose their value. The Offer may be withdrawn or suspended if the Underwriting Agreement is not signed or is terminated.

  • Key risks associated with the Offer and the offered shares

  • Withdrawal of the subscription If subscription orders are withdrawn after the Subscription Period closes when this is permitted by law following the announcement of a supplement to the Prospectus, the holders of Irrevocable Allocation Rights will not be able to share in the Excess Amount and will not be compensated in any other way, including the purchase price (and all related costs) paid to acquire Irrevocable Allocation Rights or Scrips.
  • Risks associated with securities and industry analysts If securities or industry analysts cease publishing research reports on the Company or no longer do so regularly, or if they alter their recommendations regarding the shares unfavorably, there may be a drop in the stock market price and trading volume of the shares.
  • Sale of the Shares by the Shareholders and fluctuations of the stock market price of the Shares and the Irrevocable Allocation Rights – The stock market sale of a certain number of Shares or Irrevocable Allocation Rights or even the perception that such sale could take place, could have a negative impact on the stock market price of the Shares or the value of the Irrevocable Allocation Rights. The market value of the Shares may even fall below the Issue Price. A decrease in the stock market price of the Shares during the Subscription Period could also adversely affect the value of the Irrevocable Allocation Rights.
  • Risks associated with clearing and settlement The incorrect execution of orders might mean that prospective investors do not acquire the shares offered, or do so only in part.
  • Investors who are residents of countries other than Belgium Shareholders in jurisdictions outside Belgium who are unable or unauthorised to exercise their pre-emptive rights or Irrevocable Allocation Rights in the case of a future offering of Shares applying pre-emptive rights or Irrevocable allocation rights, may be subject to dilution of their equity participation.
  • Risks associated with exchange rates Investors whose main currency is not the Euro are subject to the exchange rate risk when they invest in the Shares.
  • Risks associated with the financial transaction tax The selling, buying or exchanging of Shares may be subject to financial transaction tax.
  • Risks associated with the fact that shareholders' rights under Belgian legislation may be different from rights under other jurisdictions – The rights of holders of Shares of the Company are subject to Belgian legislation and may differ significantly from the rights of shareholders in companies incorporated outside Belgium. 8

  • Key risks associated with the Offer and the offered shares

  • Risks associated with takeover provisions in Belgian legislation Various provisions of the Belgian Companies Code and certain other provisions of Belgian law may apply to the Company and may make an unsolicited takeover bid, a merger, a change of management or other changes in control more difficult.
  • Risks associated with certain transfer and sale restrictions Certain restrictions on transfer and sale that apply due to the fact that the Company has not registered its Shares under the US Securities Act or the securities legislation of other jurisdictions, may restrict the ability of Shareholders to sell or otherwise transfer their Shares.

Today's presenters

Peter Van Heukelom

  • CEO of Care Property Invest since September 2009
  • Director of Serviceflats Invest since June 2003
  • General Manager Public Finance at KBC Bank from 1996 to 2009
  • Manager Marketing and Sales at Dexia from 1988 to 1996
  • Sales Manager at Mercator Verzekeringen from 1977 to 1988

Filip Van Zeebroeck

  • CFO of Care Property Invest
  • Company lawyer of Care Property Invest
  • Legal counsel at SBB and Moore Stephens Verschelden from 2007 to 2014
  • Lawyer at Antwerp Bar from 2004 to 2007
1 Key investment highlights p. 12
2 Business model: A unique combination
of both public and private market models
p. 14
3 Activity update since 2015 p. 25
4 Use
of proceeds
p. 32
5 Financial review 30/06/2017 p. 34
6 Care Property Invest share p. 41
7 Overview
of the key offering terms
p. 44
Q&A p. 47
Appendix p. 48

Key investment highlights

5

1

2

Key investment highlights

Experienced management

  • The majority of management committee members is involved since inception of CPI in 1995
  • Valuable experience in niche market of service flats through realization of 1,988 service flats

High visibility / certainty on existing cash flows

  • Long duration of leasehold contracts with matching debt maturities at a fixed rate(1)
  • Triple net contracts with yearly indexation, no occupancy risk and strong solvency profile of tenants

Strong track record CPI share First listed Belgian REIT in

1995

4

The share traded at a 52.3% premium vs. real NAV per share at 30/06/17

Attractive dividend yield

Gross dividend yield of 4.05%(2)

Ideally placed to seize new growth opportunities

Strong relationship with PCSWs

Market with favourable demographics evolution

Notes: (1) On 30/06/2017, the leasing portfolio equalled 58% of the total portfolio's book value or 65% of the total portfolio's real value. The average remaining duration of the total portfolio amounted to 17.28 years. Remaining average term on the leasehold portfolio of 16.76 year per 30/06/17, with an equal debt maturity

(2) Based on the price of the offer and 2017 dividend guidance of EUR 0.68 per share, which corresponds to a pay-out percentage of 92% to EPRA EPS of EUR 0.7388. The dividend is subject to the decision of the annual General Meeting, and must comply with article 13 of the Belgian Royal Decree on Regulated Real Estate companies and article 617 of the Belgian Companies Code

Business model: A unique combination of both public and private market models 2

50

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

100

Accelerating growth of real portfolio value over recent years

65%

Notes: (1) Based on the sum of the real portfolio value per 30/06/2017 and the commited investments on date of prospectus of EUR 61.9m

Notes: Situation as per 30/06/2017 Notes: (1) Compound Annual Growth Rate

All values on the slide are real portfolio values, which differ from the nominal portfolio values included in the company's accounts

  • Serviceflats Invest: first BEVAK (now: REIT) founded in October 1995 as initiative of the Flemish government
  • Building and financing of 2,000 qualitative and affordable service flats targeted at 75+ year-olds (assisted living units) in Flanders and Brussels
  • Cooperation with:
  • Public Centres for Social Welfare ('OCMWs'/CPAS or 'PCSWs') i.e. municipalities
  • Non Profit Organisations ('Caritatieve VZWs'/ASBL caritative or 'NPOs')(1)
  • Subsidised structure by the Flemish government
  • Advantageous for:
  • Investors(2) Exemption of succession rights and priority living right until 2020
  • Partners Subsidy during 18 years and recognized quality of service flats for affordable pricing

WHT exemption (15% from 2013, while normally 25%(3) at the time)

1,988 assisted living units build on 76 sites in Flanders Investments of EUR 168.8m(5) generating a rental income of EUR 13.1m Realised(4):

Notes: (1) Part of Zorgnet Vlaanderen, structure with a Catholic background (4) As of 31/12/2016 (31/12/2016)

(3) Currently 30%

(2) All benefits subject to certain conditions (5) Sum of receivables financial lease (EUR 157m) and trade payables related to fixed assets (real estate a.o.) (EUR 11.8m)

  • Local PCSW grants building right on their grounds to Care Property Invest (CPI)
  • CPI develops and finances the service flats
  • CPI grants a leasehold of at least 27 years to the local PCSW at provisional delivery: low risk, high visibility
  • Local PCSW pays a monthly canon to CPI
  • Local PCSW receives a yearly subsidy from the Flemish government per service flat
  • Upon termination of the building right period, ownership right of the building automatically gets transferred back to the local PCSW
  • CPI is not responsible for maintenance or renting: economical occupancy rate of 100%

Triple net leasehold contracts with 100% investment repayment at end of leasehold → Unique earnings visibility with 17.28 years remaining on the building right on average as of 30/06/2017

  • Annual adjustment of the canon to consumer price index increases
  • 100% leasehold remuneration / canon
  • De facto occupancy of 100%
  • Full investment repayment at end of building right (30y-period) at initial development cost (not indexed)
  • Full WHT(1) increase pass-on to tenants
  • 2013 WHT increase of +15% fully and automatically (via contract) charged through to the tenants(2)
  • Rental income of +/- EUR 13.1m (31/12/2016)

  • Solvency profile of tenants(1):

  • Subsidy stream on blocked account used to partially reimburse Care Property Invest at end of building right(2). 84% of 2016 rental revenues (EUR 15.6m) comes from the public market

5%

  • PCSW/OCMW/CPAS
  • Guaranteed by the municipalities
  • In case of default by the local government, Care Property Invest is entitled to a claim on the government fund (dotation from the Flemish government – rated AA2/AA)
  • NPO/VZW/ASBL
  • Contracts backed by a mortgage mandate on the properties
  • Duration of leasehold contracts fully matched with debt maturities(3)

Notes: (1) Split based on rental income per 31/12/2016 for Serviceflats Invest portfolio (2) EUR 1,140 since 2008 per flat per year from the Flemish government (3) Remaining average term on the leasehold portfolio of 16.76 year per 30/06/17, with an equal debt maturity

Number of projects per region(1) Number of residential units per region(1)(2)

Notes: (1) Calculated as the number of projects/residential units per region divided by the total amount of projects/residential units (2) The total amount of residential units is not publicly available

Notes: (1) Calculated as the fair value of the projects rented to each operator divided by the balance sheet total per 30/06/2017

(2) Calculated as rental income per operator in H1 2017 divided by the total rental income in H1 2017

(3) After the provisional delivery, the residential care centre will be operated by a subsidiary of Anima Care nv (a subsidiary of Ackermans & Van Haaren)

Demographic evolution in Belgium 2016-2060 (in millions)

  • 2016 2022 2040 2060 11.30 11.63 12.41 13.04 +16% +4% +36% +108% 0 – 17 years 18 – 66 years 67 – 79 years 80+ years +15%
  • The total Belgian population is projected to grow from 11.30 million in 2016 to 12.41 million in 2060 which represents an increase of 15%.
  • As can be seen from the graph on the right this increase is skewed to the highest age brackets:
  • 36% for the 67 79 years bracket
  • 108% for the 80+ years bracket
  • In absolute terms this means that for the two highest age brackets the total population will increase from 1.83 million in 2016 to 2.94 million in 2060 or an increase of more than 1 million.

Activity update since 2015

Turnhout Aan de Kaai

  • 84 licensed nursing home beds + possibility for 10 additional beds
  • Contractual value of approx. EUR 16.50 million
  • Deal closed on 18/09/2015
  • Operated by Vulpia Vlaanderen vzw
  • Leasehold agreement triple net with indexed canon

Turnhout De Nieuwe Kaai Herenthout Gullegem

  • 94 licensed nursing home beds + 13 assisted living units
  • Contractual value of approx. EUR 17.26 million
  • Deal closed on 18/09/2015
  • Operated by Vulpia Vlaanderen vzw
  • Leasehold agreement triple net with indexed canon

  • 105 licensed nursing home beds + 17 assisted living units

  • Contractual value of approx. EUR 14.70 million
  • Rental income from 1/01/2016
  • Deal closed on 23/12/2015
  • Operated by Vulpia Vlaanderen vzw
  • Leasehold agreement triple net with indexed canon

  • 15 assisted living units

  • Contractual value of approx. EUR 2.25 million
  • Purchase 12/05/2015
  • Rental income from 1/06/2015
  • Operated by Wevelgem PCSW
  • Occupancy risk with Care Property Invest (only one investment in portfolio)

Lanaken

  • 122 licensed nursing home beds
  • Contractual value of approx. EUR 19 million
  • Deal closed on 30/12/2016
  • Operated by Foyer De Lork (100% owned by Senior Living Group)
  • Leasehold agreement triple net with indexed canon

Bonheiden-Rijmenam

  • 52 assisted living units
  • Contractual value of approx. EUR 13.4 million
  • Deal closed on 22/12/2016
  • Operated by Zonneweelde (100% owned by Senior Living Group)
  • LT lease agreement triple net with indexed canon

Watermaal – Bosvoorde

  • 34 service flats + residential care centre with 130 rooms
  • Contractual value of approx. EUR 34 million
  • Contribution in kind
  • Leasehold agreement double net with indexed canon
  • Operated by a subsidiary of Armonea (Home Sebrechts)

Libramont

  • Residential care centre with 108 licensed beds + group of 18 assisted living units
  • Contractual value of approx. EUR 11.9 million
  • Leasehold agreement triple net with indexed canon
  • Operated by Vulpia Wallonië vzw

Moerbeke

  • 22 assisted living units
  • Investment value of approx. EUR 3.6 million
  • Provisional delivery: 23/2/2017 and rental income from 1/04/2017
  • DBF-structure
  • Leasehold agreement triple net with indexed canon
  • Operated by the PCSW of Moerbeke

Projects under development in 2017

Herenthout

  • 22 assisted living units
  • Expected investment of approx. EUR 3.6 million upon provisional delivery (expected Q1 2018)
  • DBF-structure
  • Leasehold agreement triple net with indexed canon
  • Operated by the PCSW of Herenthout

Vorst

  • Residential care centre with 118 licensed beds
  • Expected investment of approx. EUR 15.2 million upon provisional delivery (expected H1 2019)
  • Building ground + development: approx. EUR 4.3 million
  • LT lease agreement triple net with indexed canon
  • Operated by a subsidiary of the Anima Care Group

Use of proceeds

85.8% of the maximum gross proceeds are already committed

Financial review 30/06/2017

Highlights Business model Activity update Use of proceeds Financial review CPI share Offering
EPRA Key Performance Indicators
Full year H1
Care Property
Invest has
EUR ('000) FY 2015 FY 2016 H1 2016 H1
2017
included ratios EPRA result
after becoming
member of EPRA
in 2016
EUR EUR per share
EPRA NAV
7,477
0.57
8,124
0.62
4,243
0.32
7,366
0.49
Improved KPIs EUR EUR per share
EPRA NNNAV
176,770
13.42
207,762
15.76
n.a.
n.a.
222,654
14.82
compared to 2015 EUR EUR per share
Vacancy rate
143,037
10.86
173,168
13.13
n.a.
n.a.
192,497
12.81
% 0 0 n.a. 0

% 16.95 14.81 14.89 4.23

% 4.40 4.54 n.a. 5.41

EPRA cost ratio(1)

EPRA adjusted NIY(2)

Highlights Business model Activity update Use of proceeds Financial review CPI share Offering
Key figures: P&L statement(1)

Increased operational result (47.39%) vs H1 2016, net rental income increased through acquisitions

Increased financial result due to inclusion of the fair value of closed financial instruments

CPI anticipates an increase in the gross dividend to EUR 0.68 per share for 2017

Full year H1
EUR
('000)
FY 2015 FY 2016 H1 2016 H1
2017
Net rental income 13,732 15,629 7,800 9,462
Corporate management costs -2,403 -2,376 -1,229 -1,521
Other operational result 81 62 68 1,120
Operational result before result on portfolio 11,409 13,315 6,639 9,061
Variation in fair value investment property 1,690 1,925 -47 -170
Other results on portfolio 0 0 0 824
Operational
result
13,099 15,241 6,592 9,715
Financial income 59 12 0 9
Financial expenses -3,811 -4.878 -2,078 -2,199
Changes in fair value of financial instruments 2,847 -2,154 -5,786 2,695
Financial result -904 -7,019 -7,863 504
Pre-tax result 12,195 8,222 -1,271 10,219
Corporate taxes -181 -326 -319 -329
Net result 12,014 7,895 -1,590 9,891
EPRA result 7,841 8,410 4,492 5,552
EPRA result per share(2) 0.6615 0.6379 0.3407 0.3694
(Gross) dividend per share (EUR) 0.63 0.63
(as
share)
ratio
of
cash
result
Pay
%
out
net
per
95% 99%

Notes: (1) Current expression: Global result statement. (2) Based on the weighted average number of outstanding shares

Highlights Business model
Activity update
Use of proceeds Financial review CPI share Offering
Key figures: Balance sheet
Full year H1
Further increase EUR
('000)
FY 2015 FY 2016 H1 2016 H1
2017
in investment
properties thanks
to inclusion of
projects in
Watermaal
Bosvoorde
and
Vorst in H1 2017
Receivables financial lease
Trade payables related to fixed assets
Investment properties
Other assets included in debt ratio
Cash & cash equivalents
157,005
12,254
49,961
2,510
8,548
156,938
11,846
85,041
5,534
3,657
156,938
12,049
50,730
3,251
12,233
160,603
11,089
124,108
3,863
1,729
Total assets 230,278 263,015 235,202 301,392
Increased
financial leases
thanks to
inclusion project
Moerbeke
Equity
Financial debt & liabilities included in debt ratio
Other liabilities not included in debt ratio
100,300
105,466
24,512
108,699
131,301
23,015
98,710
110,279
26,213
143,846
136,871
20,674
Total equity and liabilities 230,278 263,015 235,202 301,392
Increase in equity
because of capital
increase
Debt
ratio
Weighted
interest
average
rate 45
80%
4
17%
49
92%
4
01%
46
89%
4
17%
45
41%
3
23%
(contribution in

kind)

Highlights Business model Activity update Use of proceeds Financial review CPI share Offering
Key figures: NAV
Full year H1
NAVPS according EUR ('000) FY 2015 FY 2016 H1 2016 H1
2017
to IFRS
Net assets of the Company 100,300 108,699 98,710 143,846
Excl. IAS 39:
the
variations of the
hedging
IFRS
NAVPS
7
62
8
24
7
50
9
57
instruments are
hypothetical and
depend on the
hedging instruments' Net assets of the Company, excluding 'authorised 119,609 130,162 123,961 162,772
market interest
rate: no realised
losses/gains
excl
IFRS
NAVPS
IAS
39
9
08
9
87
9
41
10
83
IAS 17 obliges to
book leasings at
nominal value of
receivables (≈ EPRA NAV) Net assets of the Company, excluding 'authorised
hedging instruments', including fair value of lease
172,239 206,677 198,370 221,483
initial investment
(EUR 160m) which
is lower than the
fair value (EUR
excl
IFRS
NAVPS
and
IAS
39
IAS
17 13
08
68
15
06
15
14
74

245m at 31/12/2016 and EUR 230m at 30/06/2017)

Evolution of consolidated rental income versus general expenses (in EURm)

Total rental guidance 2017: at least EUR 20 million(1)

  • 2016 total rental income: EUR 15.6 million
  • 2017 guidance represents an increase of 28% compared to 2016

EPRA result guidance 2017: at least EUR 0.7388 per share

Dividend per share guidance 2017: EUR 0.68 per share (gross)

  • Equivalent to a gross dividend yield of 4.05% on issue price of EUR 16.80
  • Witholding tax:
  • General rule: raised to 30% (2017) instead of 27% (2016)
  • Reduced to 15% for healthcare REITS as from 2017

Notes: (1) The most important internal hypotheses used to compute the 2017 rental guidance include a slight increase in working costs, stable financial costs and the financing of new projects with operational cash flow, additional credit lines or the issuance of debt. The most important external hypotheses used to compute the 2017 rental guidance include an increase in rental income due to yearly indexation and the impact of new investments. There is no negative impact of bad debtors and no maintenance costs for investment properties (due to their triple net agreements)

Care Property Invest share

IPO on 7 February 1996 at EUR 5.95(1) Enhanced liquidity and increasing share price since capital increase

As from 19 December 2016: Inclusion share in the Euronext Brussels' BEL Mid Index As from December 2016: member of the EPRA organisation

Gross dividend (EUR per share) since IPO

Based on the expected dividend of EUR 0.68 per share for FY 2017, the gross dividend yield amounts to 4.05%. Dividend paid out in 2017 is subject to 15% WHT

Notes: (1) Creation of additional shares through an optional dividend (2) Creation of additional shares through a capital increase (3) On 24 March 2014, share split took place (1/1,000)

Overview of key offering terms

Highlights Business model Activity update Use of proceeds Financial review CPI share Offering
Offering structure & modalities
Transaction
structure

Priority
allocation
market
of
Euronext
Public
Offering


Private
placement
priority
allocation
period
in
Belgium,
on
the
regulated
rights
and
exercised
after
the
subscription
Transaction calendar
12 –
23 October 2017
Subscription period
Transaction size Up
to
EUR
72.1
million
Issue price EUR
16.80
per
share
Subscription ratio
2
new
share(s)
25 October 2017
Accelerated
Listing
Euronext
Brussels bookbuilding
of the
scrips
Syndicate Joint
Global


Co-Lead
Coordinators:
KBC
Manager:
Belfius
Bank
Securities
and
Bank
Degroof
Petercam
Coupon and
dividend
New
shares
entitled


15%
withholding
27 October 2017
Closing & settlement
Listing of new shares
Charges The
subscription

Petercam
NV,
financial
intermediary

Investors
are
We refer to the Securities Note (section 6) for further details and information with regard to the subscription modalities and terms and conditions of
the offering. The Securities Note can be downloaded free of charge at the Company's website and at the websites of the Syndicate Members.

The Prospectus, which is composed of the securities note (and the documents incorporated by reference therein), the registration document (and the documents incorporated by reference therein) and the summary, are made available to investors as from Wednesday 12 October 2017, before opening of the markets and of the subscription period.

The securities note is available to prospective investors in Belgium in Dutch. The summary and the registration document of the Prospectus are available in Dutch, French and English.

The Prospectus will be made available free of charge, at the registered office of the Company (Horstebaan 3, 2900 Schoten, Belgium) and can be obtained by prospective investors in Belgium on request from Bank Degroof Petercam, by calling +32 2 287 95 34 (NL, FR and ENG), from KBC Securities NV, by calling +32 2 429 37 05 (NL, FR and ENG), from KBC Bank NV, by calling +32 3 283 29 70 (NL, FR en ENG), from CBC Banque SA, by calling +32 800 90 020 (FR en ENG), via Bolero, by calling +32 800 628 16 (NL, FR and ENG) and from Belfius Bank, by calling +32 2 222 10 23 (NL), +32 2 222 12 01 (FR).

Subject to certain selling and transfer restrictions, the Prospectus is available to prospective investors on the following websites: http://carepropertyinvest.be/investeren/kapitaalverrichtingen/kapitaalverhoging/, www.degroofpetercam.be/nl/nieuws/CPI\_2017 (NL), www.degroofpetercam.be/fr/actualite/CPI\_2017 (FR), www.degroofpetercam.be/en/news/CPI\_2017 (ENG), www.kbcsecurities.com/services/corporate\_finance/Prospectus.aspx (NL, FR and ENG), www.kbc.be/cpi (NL, FR and ENG), www.cbc.be/corporateactions (FR), www.bolero.be/nl/cpi (NL), www.bolero.be/fr/cpi (FR) www.belfius.be/cpi.

Appendix

Portfolio – investment properties

Project Construction

renovation
Occupancy Lettable res.
2
floor area (m
)
Number of
res. units
Contractual
rents
(1)
ERV
Fair value
(in EURm)
Tilia 2014 –
2015
100% 1,454 15 128,446 130,960 2.72
Aan de Kaai 2012 100% 7,950 84 825,000 892,502 16.80
De Nieuwe Kaai 2005 100% 7,806 99 862,840 940,073 17.20
Boeyendaalhof 1991 –
2011
100% 7,139 118 750,000 845,807 15.67
Ter Bleuk 2013 –
2016
100% 5,593 52 750,000 704,140 13.50
3 Eiken 2015 –
2016
100% 7,990 122 920,000 967,427 19.21
Les Terrasses du
Bois
2014 100% 16,568 164 1,738,612 1,784,739 34.40
Te ontwikkelen
WZC
2018 –
2019
- 7,239 118 - - 4.60
Total 100% 61,740 772 5,974,898 6,265,648 124.10

Portfolio – finance leases – new developments

Moerbeke (Herfstvrede)

  • Address: Herfstvrede 1A, 9180 Moerbeke
  • Capacity: 22 assisted-living apartments
  • Location: centrally located, within walking distance of shops, banks,
  • Award date: 30 April 2015

  • In operation since: delivery on 23 February 2017
  • Year of construction/renovation: 2016 2017
  • Operator: PCSW Moerbeke

Herenthout (Huis Driane)

  • Address: Molenstraat 56, 2270 Herenthout
  • Capacity: 22 assisted-living apartments
  • Location: within walking distance of the centre of Herenthout
  • Award date: 3 November 2015
  • In operation since: expected in spring of 2018
  • Year of construction/renovation: 2017
  • Operator: PCSW Herenthout

Portfolio – finance leases – initial investment programme (1/5)

Region/city Number of flats Commencement
of leasehold
(1)
Ground rent
(in EUR)
(2)
Insured value
(in EUR)
(3)
Acquisition cost
ZWIJNDRECHT -
Dorp
26 October 1997 199,605 1,429,613 1,651,930
NINOVE -
Denderwindeke
20 November 1997 146,525 1,044,506 1,212,659
TORHOUT -
K. de Goedelaan
21 February 1998 157,901 1,185,172 1,306,796
OPWIJK -
Kloosterstraat
13 March 1998 98,581 696,569 815,873
ZOERSEL -
Sint-Antonius
24 June 1998 158,818 1,283,195 1,491,392
ASSENEDE -
Bassevelde
15 June 1998 107,361 811,548 888,510
AALST -
Moorsel
47 September/November 1998 353,322 2,284,371 2,924,146
ARENDONK -
Horeman
20 December 1998 152,102 1,050,614 1,258,807
HOOGSTRATEN -
Loenhoutseweg
23 January 1999 177,794 1,323,036 1,591,193
HOOGLEDE -
Hogestraat
22 February
1999
173,672 1,492,470 1,437,339
LICHTERVELDE -
Statiestraat
19 February 1999 148,651 1,132,408 1,230,241
LO-RENINGE -
Reninge
10 March
1999
79,769 551,543 698,604
NINOVE -
Burchtstraat
17 January 2000 138,887 912,922 1,149,452
DEURNE -
Boterlaar
24 February 2000 198,418 1,318,387 1,642,137
KAPELLEN -
Hoogboom
22 February 2000 167,521 1,288,259 1,386,416
ASSENEDE -
Oosteeklo
16 June 2000 126,440 1,169,195 1,046,421
DE PINTE -
Bommelstraat
20 August 2000 163,819 1,097,898 1,355,767
ROESELARE -
Centrum
30 October 2000 229,745 1,551,196 1,901,389

Portfolio – finance leases – initial investment programme (2/5)

Region/city Number of flats Commencement
of leasehold
(1)
Ground rent
(in EUR)
(2)
Insured value
(in EUR)
(3)
Acquisition cost
HAMONT –
De Kempkens
16 November 2000 130,341 972,543 1,078,707
HAMONT-ACHEL -
Achel
25 November 2000 135,225 1,104,606 3,144,985
HAMME -
Roodkruisstraat
20 January
2001
164,556 1,238,491 1,361,853
ESSEN -
Maststraat
20 January 2001 173,918 1,165,628 1,439,363
ZONHOVEN -
Rozenkransweg
31 October 2001 260,359 754,825 2,154,752
RETIE -
Kloosterhof
24 November 2001 202,306 621,127 1,674,320
MERKSEM -
DeBrem
42 January 2002 327,096 871,697 2,707,139
WERVIK -
Gasstraat
17 March 2002 140,221 671,264 1,215,889
DEINZE -
Ten Bosse
19 March 2002 145,544 906,005 1,204,572
WAREGEM -
Zuiderlaan
63 April
2002
586,535 3,795,305 4,854,265
VOSSELAAR -
Woestenborghslaan
17 June 2002 146,821 430,285 1,215,137
BRUGGE -
Sint-Andries
36 December
2002
296,508 944,635 2,718,418
ANTWERPEN -
Grisarstraat
28 January 2003 296,466 718,281 2,453,563
MENEN -
Lauwe
19 March 2003 167,443 555,425 1,385,783
LEOPOLDSBURG -
Heppen
19 November 2003 169,785 470,860 1,435,709
KONTICH -
Altena
25 December 2003 251,661 895,225 2,128,077
HEMIKSEM -
Sint-Bernardusabdij
24 May 2004 199,310 2,191,183 1,685,377
HAMME -
Moerzeke
11 May 2004 116,213 300,820 996,160

Portfolio – finance leases – initial investment programme (3/5)

Region/city Number of flats Commencement
of leasehold
(1)
Ground rent
(in EUR)
(2)
Insured value
(in EUR)
(3)
Acquisition cost
RAVELS -
Mgr. Paapsstraat
25 August 2004 217,158 561,882 1,836,289
LEOPOLDSBURG -
Centrum
31 September 2004 268,852 833,142 2,304,536
BRECHT -
Gasthuisstraat
25 April 2005 189,567 1,216,911 1,903,193
ZULTE -
Pontstraat
26 June 2005 125,505 595,814 1,920,144
AS -
Dorpstraat
18 October 2005 167,130 400,884 1,457,524
WAASMUNSTER -
Molenstraat
24 December 2005 157,798 697,047 2,064,529
MOORSLEDE -
Marktstraat
17 January
2006
108,606 477,857 1,411,632
EKEREN -
Geestenspoor
19 July 2006 144,593 527,990 1,735,239
DESTELBERGEN -
Steenvoordestraat
20 November 2006 157,094 600,629 1,998,805
KORTENBERG -
Leuvensestnwg
24 June 2007 175,110 742,522 2,398,856
TIENEN -
Houtemstraat
31 April 2008 275,436 1,011,000 3,382,907
DILSEN-STOKKEM -
Langs
de Graaf
28 May 2008 285,099 1,100,842 3,330,437
ZAVENTEM -
Sterrebeek
15 September 2008 139,990 549,924 1,827,655
SINT-NIKLAAS -
Zwijgershoek
36 February
2009
148,656 1,631,813 3,382,787
ZONHOVEN -
Dijkbeemdenweg
40 August 2009 161,515 2,360,845 5,633,461
ZEDELGEM -
Loppem
14 September 2009 115,754 375,605 995,172
BERINGEN -
Klitsbergwijk
24 October 2009 157,588 1,071,539 2,979,193
ESSEN -
Maststraat uitbreiding (phase
1)
10 April 2010 84,984 428,752 1,114,375

Portfolio – finance leases – initial investment programme (4/5)

Region/city Number of flats Commencement
of leasehold
(1)
Ground rent
(in EUR)
(2)
Insured value
(in EUR)
(3)
Acquisition cost
TIENEN –
Houtemstraat (phase 2)
31 April 2010 230,536 1,249,238 3,455,560
ZAVENTEM -
Sint-Stevens-Woluwe
18 December
2010
228,884 1,154,169 2,965,085
NIJLEN -
Ten Velden
21 January 2011 99,588 892,764 2,419,421
BRUGGE -
De Vliedberg
35 January
2011
165,115 n.a. 4,536,255
LENNIK -
Stationsstraat
16 September
2011
131,046 944,698 1,843,167
HOOGLEDE, Gits
-
Singellaan
20 October 2011 149,110 1,066,588 2,631,141
BREDENE -
Duinenzichterf
48 December 2011 298,869 1,517,188 5,152,687
KORTEMARK -
Hospitaalstraat
33 December 2011 231,791 1,166,697 3,850,618
BRECHT -
Sint-Job
36 December 2011 130,257 1,400,090 4,215,611
LIEDEKERKE -
Fabriekstraat
36 March 2012 125,155 1,718,342 4,522,250
HEUSDEN-ZOLDER -
Hesdinstraat
28 March 2012 162,308 981,278 3,004,334
BEERSE -
Boudewijnstraat
37 April 2012 231,848 2,458,168 4,151,001
BRUGGE -
TenBoomgaarde
38 July 2012 177,083 2,232,707 6,427,227
MEISE -
Godshuisstraat
43 September 2012 172,886 2,258,463 6,170,316
VORSELAAR -
Nieuwstraat
22 October 2012 141,185 1,146,274 2,613,330
BRUGGE -
7-torentjes
33 November 2012 106,659 1,144,971 4,267,464
SCHILDE -
Molenstraat
22 December
2012
119,497 690,360 2,471,297
SINT-NIKLAAS -
Priesteragie
60 January 2013 188,496 2,967,983 9,663,258

Portfolio – finance leases – initial investment programme (5/5)

Region/city Number of flats Commencement
of leasehold
(1)
Ground rent
(in EUR)
(2)
Insured value
(in EUR)
(3)
Acquisition cost
MOL -
JakobSmitslaan
50 January 2013 143,376 4,165,829 5,622,719
HAM -
Speelstraat
37 May 2013 124,684 1,297,973 3,969,443
OPWIJK -
Kloosterstraat (phase 2)
32 February 2014 307,215 1,544,718 4,592,315
DESTELBERGEN -
Heusden
20 January 2015 168,254 1,473,552 3,074,690
TOTAL (76 PROJECTS) 1,988 13,803,513 88,888,149 193,139,063

Notes: (1) Ground rent owed from 1 January 2017 to 31 December 2017 - this ground rent is independent of the occupancy rate of the building

(2) In principle, liability cover is provided by the principal contractor of the relevant project for 10 years, but in order to hedge against default by that contractor, the Company has itself contracted additional 10-year liability insurance for the entire project - the insured values relate only to the buildings subject to 10-year liability, for the following projects: Lichtervelde, including the administrative centre; Hooglede, including the municipal centre; Hamme, including the foundations; Kapellen, including the relaxation area and the connecting building; Hamont-Achel, including the connecting building and link to flat No. 12; Oosteeklo, including the parsonage; Hemiksem, including the subsidisable part comprising 70.25% of the general contract; Kontich: including renovation of the castle; Zulte, including walkway; Lennik, including community facilities; Hooglede (Gits), including the day care centre; Sint-Niklaas (Priesteragie), including foundations; Meise, including walkway, and Mol, including the 39 flats. As contractually agreed, all other insurance must be contracted by the lessees.

(3) Capitalised costs relating to the creation of the service flats, inclusive of VAT (contractual pre-payments of € 36.200.810,35 have not yet been deducted from this and will be deducted from the fees still due on termination of the right of superficies)

Peter Van Heukelom CEO

[email protected] +32 3 222 94 94

Care Property Invest NV Horstebaan 3 2900 Schoten Belgium

Filip Van Zeebroeck CFO

[email protected] +32 3 222 94 94

Care Property Invest NV Horstebaan 3 2900 Schoten Belgium

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