Regulatory Filings • May 30, 2022
Regulatory Filings
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Antwerp, Belgium – 30 May 2022 – Embargo until 7:00 (CET)
Regulated information Insider information
Xior's reaction to recent press coverage Xior Student Housing announces major next step in its international expansion: the acquisition¹ of a unique 939 MEUR² portfolio comprised of 11 prime PBSA3 assets with 5,341 units developed and operated by Basecamp
With this landmark transaction Xior enters Germany, Denmark and Sweden, accelerates its growth in Poland and consolidates its position as the number one continental European student housing platform
Post transaction, EPRA earnings per share are expected to increase from 2.00 to 2.07 EUR/share in 2022 and from 2.20 to 2.38 EUR/share in 2023
Xior Student Housing ("Xior") makes a huge leap forward in its international expansion plan by signing an agreement with Basecamp Group ("Basecamp"), European Student Housing Fund I ("ESHF I") and European Student Housing Fund II ("ESHF II") to acquire a 939 MEUR² portfolio of attractive, high-quality, PBSA3 assets operated by Basecamp. This unique portfolio consists of 5,341 units spread over 11 newlybuilt, state of the art assets (8 operational and 3 projects under development). All residences are situated in top-tier student cities in Germany, Poland, Denmark and Sweden. Basecamp is a specialised developer and operator of student housing with objective to create smart student living spaces perfectly located to universities.
The acquisition will lead to:
Lyngby - Denmark Malmö - Sweden
¹ Subject to EGM approval
² Includes the contribution of Basecamp
3 Purpose Built Student Accommodation
4 If the entire committed pipeline is completed
Antwerp, Belgium – 30 May 2022 – Embargo until 07:00 (CET)
Regulated information Insider information
Christian Teunissen, CEO Xior: "From Xior's start in 2007, we have continued to grow and professionalise. The company rapidly evolved from a small family business into a true professional student housing player. With this milestone acquisition of Basecamp, we will continue our growth story by adding not only 3 new countries, but also 11 state of the art, sustainable assets which are a perfect fit to our existing portfolio and future vision and will further strengthen our position as the market leader in continental Europe. I am confident that the combined expertise of our teams will help bring Xior to the next level."
Armon Bar-Tur, Executive Chairman Basecamp: "From its inception, Basecamp has been a pioneer in the regions in which it operates, with high quality student accommodation and a community led experience at its core. We outpace our competitors through our in depth understanding of the GenZ audience that we attract. Xior and Basecamp will revolutionise the PBSA market by bringing together our complementary portfolios of properties. We will offer students across Europe the opportunity to live in inspiring rooms and life-enriching shared spaces. Our teams are delighted to come together and continue the exciting evolution of PBSA."
Through this acquisition, two European market leaders join forces, creating continental Europe's largest student accommodation platform. The transaction consolidates Xior's position as the continental European listed leader in student housing. By adding 3 new countries to its portfolio, Xior accelerates its international expansion and enters some of Europe's wealthiest markets and largest student housing regions. This creates a truly unique continental European platform. The fair value of Xior's portfolio will increase by more than 32% and the number of lettable units rises by no less than 25%, an immediate winwin. In one fell swoop, Xior's targeted student accommodation market expands from 4.5 million to 8.5 million students, all located in largely undersupplied countries and cities.
The acquisition of the 8 operational assets will generate rental income from day one and will result in economies of scale and savings. As such, the transaction will have an immediate positive impact on Xior's earnings. The expected EPRA earnings per share post acquisition is forecasted to increase from 2.00 EUR/share to 2.07 EUR/share for the financial year 2022 and from 2.20 EUR/share to 2.38 EUR/share for the financial year 2023.
Basecamp's extensive up and running high quality portfolio is comprised of 8 state of the art operational assets totalling 3,635 units, located in cities with exceptionally strong student demand in Germany, Denmark and Poland, and offering a unique student accommodation experience. In addition the acquisition includes 3 projects under development totalling 1,706 units in Germany, Denmark and Sweden. The residences are newly built and are designed to meet the highest ESG standards. The total investment value of this portfolio is 939 MEUR² and includes all operating assets, all operational teams and development pipeline at full cost, with an expected initial yield of 5.21% and assumed occupancy ratio of 97%.
The acquisition of the assets will be financed through a combination of c.252 MEUR equity through a contribution in kind, c.85 MEUR existing debt and c.301 MEUR new financing. A private placement undertaken by ESHF I and ESHF II will take place (as most of their shareholders do not have mandate to hold listed exposure), subject to market conditions, post-closing of the transaction to enable ESHF I and ESHF II to monetize part of their holding.
Antwerp, Belgium – 30 May 2022 – Embargo until 07:00 (CET)
Regulated information Insider information
At a later point in time, contributions in kind of c.30 MEUR for Basecamp and c.150 MEUR for Aachen BlueGate will take place.
In addition, the costs to complete the three development projects are expected to amount to c.121 MEUR.
As a listed company, the transaction is signed but still subject to a number of conditions precedents including but not limited to Xior's shareholders' approval and the approval of the listing prospectus by the regulator (FSMA).
Founded in 2014 by Armon and Amnon Bar-Tur, Justin Hamer and Dr. Andreas Junius, Basecamp focuses on student housing in Germany, Denmark and Poland and is currently extending its presence to Sweden (expected completion by 2023).
Basecamp's objective is to create smart, life enriching and state of the art student residences. The group is focused on a social experience, with residences located close to the city centres and universities.
Over the years, Basecamp has developed, operated and managed properties for the benefit of two alternative investment funds, ESHF I and ESHF II, who financed the development, operations and management of these properties.
The 8 operational assets stand for a total of 3,635 lettable units with an assumed occupancy rate of 97%. Next to these operational assets, three projects under development in Denmark, Sweden and Germany are also acquired, with a total of 1,706 units.
Beside the acquired portfolio, ESHF II has 7 projects under development.
A 100% rental guarantee will be provided by the sellers. This rental guarantee will run over a period of 18 months for the operational assets from the Closing of the transaction (excluding South Campus which will run for 12 months) and for a period of 24 months as from the opening date for the newly developed projects.
Antwerp, Belgium – 30 May 2022 – Embargo until 07:00 (CET)
| Portfolio Basecamp | ||||
|---|---|---|---|---|
| Property | Country | # units | ||
| 1. | Potsdam | Germany | 263 | |
| Operational | 2. | Leipzig | Germany | 385 |
| 3. | Łódź I | Poland | 487 | |
| 4. | Łódź II | Poland | 631 | |
| 5. | Katowice | Poland | 733 | |
| 6. | South Campus (Copenhagen) | Denmark | 350 | |
| 7. | Lyngby Student | Denmark | 639 | |
| 8. | Lyngby Residential | Denmark | 1475 | |
| Pipeline | 9. | Aarhus | Denmark | 663 |
| 10. Malmö | Sweden | 583 | ||
| 11. Aachen BlueGate | Germany | 460 | ||
| Total | 5,341 |
With a student population of 2.9 million, one of the largest student populations in Europe, Germany has seen its international student numbers growing by over 60% over the past decade. Germany's high-quality degree courses, increasing number of courses taught in English, and free tuition universities make it a popular choice for international students.
The Nordic student market is a highly attractive market with a diverse university offer, free tuition for EU students and a chronically undersupplied residential market. The majority of the current student accommodation supply is owned by social housing corporations, commercial investors and private investors, with the quality of the supply and levels of amenities and services varying greatly.
The Polish student market is characterised by strong growth potential and an attractive student market that is still in the early stage of development and can be compared to the student housing market in Western Europe in 2013-2014. With a growing international population and strong undersupply as accommodation is available for only 1 out of 10 students and the current student accommodation being mostly outdated and no longer meeting the requirements of modern students, there is a clear, unanswered need for quality student accommodation.
| Germany | Denmark | Sweden | Poland | |
|---|---|---|---|---|
| Number of students | 2.9m | 0.4m | 0.7m | 1.2m |
| o.w. international students | 11% | 11% | 6% | 7% |
| PBSA supply rate | 11% | 22% | 20% | 10% |
| Number of higher education institutions |
> 350 | > 50 | > 40 | > 390 |
5 Apartments of between one and three bedrooms
Antwerp, Belgium – 30 May 2022 – Embargo until 07:00 (CET)
By adding these new markets to its portfolio, Xior's targeted student accommodation market will be expanded to 8.5 million students, all located in largely undersupplied countries and cities. Xior sees great potential in these markets and has the ambition, as owner and operator, to offer an answer to this structural shortage.
The acquisition of Basecamp is a major step forward in Xior's international expansion plans and will catapult Xior to the undisputable market leader in continental Europe. The combination of these two complementary portfolios will result in the first continental European PBSA platform consisting of high quality, sustainable and geographically diversified assets, which will all be owned and operated by Xior.
It will also increase Xior's geographic diversification and international footprint by adding 9 top-tier university city locations in 4 countries, accelerating Xior's international expansion ambitions. All the properties are built to BREEAM Very Good or an equivalent standard and are designed to prioritise demand-side energy management and automated monitoring, use energy efficient appliances and meet high levels of certified building efficiency. Additionally, the acquisition will leverage the existing platform and capabilities to create incremental value and cross sell.
The operational units will increase from 13,992 units in 4 countries to 17,627 units in 7 countries, based on March 2022 figures. Including the full committed pipeline of the combined group, the portfolio will grow to 26,526 units, spread over 43 cities in 8 countries by adding Sweden. Xior's gross asset value including fully committed pipeline is expected to increase to 3.7 billion EUR.
| As of March 2022 | ||
|---|---|---|
| Total units | 21,185 | 26,526 |
| Of which in development units | 7,193 | 8,899 |
| #cities | 34 | 43 |
| #countries | 5 | 8 |
| Occupancy | 98% | 98% |
| Total workforce | 2094 | c.3105 |
As a result of this transaction, Xior's governance structure will be adapted to better match its expanded geographical and operational reach. In that light, and in recognition of the successful development of
4 Of which 17 contractors
5 Of which 32 contractors
Antwerp, Belgium – 30 May 2022 - Embargo until 7:00 (CET)
Regulated information Insider information
Xior's Iberian operations into one of the undisputed market leaders in Spain and Portugal since first announcing its entry into the market just a little over three years ago, Bastiaan Grijpink will become Managing Director Southern Europe. In this role, he will spearhead the further rollout of the Xior growth plan across the different countries in Southern Europe.
The LTV post-transaction is expected to be c. 52%. EPRA earnings forecast for 2022 increases from 2.00 to 2.07 EUR/share resulting in a 2021-2022 EPS growth of 15%. EPRA earnings forecast for 2023 increases from 2.20 to 2.38 EUR/share resulting in a 2022-2023 EPS growth of 15%.
The transaction has been structured into three phases:
| Tentative key dates | |
|---|---|
| Prospectus approval | 26 July 2022 |
| Prospectus publication | 26 July 2022 |
| Convening of EGM I | 29 July 2022 |
| Publication of HY 2022 results | 5 August 2022 |
| Extraordinary General Meeting I | 30 August 2022 |
| Contribution in kind of the asset portfolio6 and acquisition of Danish operational | 30 August or 19 |
| companies7 | September 20228 |
| Extraordinary General Meeting II9 | 19 September 2022 |
| Contribution in kind of Basecamp | 31 March 2023 |
| Contribution in kind of Aachen BlueGate | 1 September 2023 |
The companies have appointed the following financial and legal advisors: ING and Freshfields Bruckhaus Deringer for Xior and JP Morgan and Paul Hastings for Basecamp.
6 Except for Lyngby Residential and Aachen BlueGate
7 Including indirectly Lyngby Residential
8 Depending on outcome EGM 1
9 If required
Antwerp, Belgium – 30 May 2022 - Embargo until 7:00 (CET)
Regulated information Insider information
Xior Student Housing NV Mechelsesteenweg 34, box 108 2018 Antwerp, Belgium www.xior.be
Christian Teunissen, CEO Frederik Snauwaert, CFO [email protected] T +32 3 257 04 89
Xior Investor Relations Sandra Aznar Head of Investor Relations [email protected] T +32 3 257 04 89
Xior Student Housing NV is the first Belgian public regulated real estate company (RREC) specialising in the student housing segment in Belgium, the Netherlands, Spain and Portugal. Within this property segment, Xior Student Housing offers a variety of accommodation, ranging from rooms with shared facilities to en-suite rooms and fully equipped studios. Since 2007, as owneroperator, Xior Student Housing has built high-quality, reliable student accommodation for students looking for the ideal place to study, live and relax. A place with that little bit extra, where every student immediately feels at home.
Xior Student Housing has been accredited as a public RREC under Belgian law since 24 November 2015. Xior Student Housing's shares have been listed on Euronext Brussels (XIOR) since 11 December 2015. On 31 March 2022, Xior Student Housing held a property portfolio worth approximately EUR 2.01 billion. More information is available at www.xior.be.
Xior Student Housing NV, a Public RREC under Belgian law (BE-REIT) Mechelsesteenweg 34, box 108, 2018 Antwerp, Belgium BE 0547.972.794 (Antwerp Register of Legal Entities, Antwerp Division)
This press release contains forward-looking information, projections, convictions, opinions and estimates produced by Xior in relation to the expected future performance of Xior and of the market in which it operates ('forward-looking statements'). By nature, forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, that appear justified at the time at which they are made but which may or may not turn out to be accurate, and there is a risk that the forward-looking statements will not be realised. Some events are difficult to predict and may depend on factors outside of Xior's control. In addition, the forward-looking statements are only valid on the date of this press release. Statements in this press release relating to past trends or activities may not be interpreted as an indication that such trends or activities will persist in future. Neither Xior nor its representatives, officers or advisers can guarantee that the parameters upon which the forward-looking statements are based are free of errors, nor can they indicate, guarantee or predict whether the expected results set out in such a forward-looking statement will ultimately be achieved. Actual profits, the financial situation and Xior's performance or results may therefore differ substantially from the information projected or implied in forward-looking statements. Xior expressly does not accept any obligations or guarantees as to public updates or reviews of forward-looking statements unless required to do so by law. This press release has been prepared in English and has been translated into Dutch and French. In case of discrepancies between the different versions of this press release, the English version will prevail.
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