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Adler Group Investor Presentation 2023
9962_ip_2023-04-24_c5224f08-9b0b-4185-9e63-596b20faeb3c.pdf
Investor Presentation
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FY 2022 figures unaudited
NADLER
GROUP
Results presentation
25 April 2023
Unaudited figures for FY 2022
In May 2022, KPMG informed Adler Group unexpectedly that it would no longer carry out the audit of the consolidated financial statements and annual accounts of Adler Group and its group companies.
Since then, Adler Group has done everything in its power to engage an auditor for its consolidated financial statements and annual accounts for the financial year 2022. This included also the appointment of KPMG as the auditor of the consolidated financial statements and annual accounts of Adler Group's subsidiary Adler Real Estate AG obtained through the local court of Berlin, which KPMG again declined. Unfortunately, Adler Group's efforts have remained unsuccessful to date. The Group continues its intensive efforts to engage an auditor.
For the above reason, the consolidated financial statements and annual accounts of Adler Group S.A. are issued today in an unaudited version. All FY 2022 figures in this presentation are therefore unaudited.
In the meantime, Adler Group has implemented a restructuring plan, supported by and in close consultation with its bondholders, which, among other objectives, envisages the issuance of audited consolidated financial statements and annual accounts for the financial year 2022 by 30 September 2024.
As soon as an auditor has been engaged and fulfils their obligation to audit, Adler Group will resubmit an audited version of the consolidated financial statements and annual accounts for the financial year 2022.
Kaiserstraße, Berlin
Content
- Corporate Governance Update
- Restructuring Plan
- FY 2022 Overview
- Financial Performance
- 2023 Guidance and Concluding Remarks
- Appendix
80
NADLER
GROUP
Corporate Governance Update
NADLER GROUP
Corporate Governance Update
Stabilising the Group in a Perfect Storm
Financial restructuring providing stability and enhanced liquidity
| Process | Special investigation on the allegations concluded | ☑ |
|---|---|---|
| Transparency | Result: No fraud, just weak governance | ☑ |
| Implications | Results of special investigation reflected in disclaimer of opinion for Financial Statements 2021 | ☑ |
| Governance | Reviewed and confirmed at Annual General Meeting in June 2022 | ☑ |
| Strategy Update | Presentation of the Company's future perspective around Q3 2022 | ☑ |
| Conclusion | Meeting our legitimate stakeholder obligations in a sensible manner as we focus on a Berlin-anchored yielding portfolio going forward | ☐ |
5
FIADLER GROUP
Restructuring Plan
Adler Group's Strategy Centred Around Five Pillars
| PORTFOLIO STRATEGY | · Active disposal of selected portfolios & development projects · Limited development exposure to remain | Berlin-anchored portfolio with limited development exposure |
|---|---|---|
| ASSET MANAGEMENT | · Finalise committed CAPEX on development projects¹; no new CAPEX commitments · Obtain permits for land plots allowing for sale with limited investments | CAPEX policy |
| FINANCING STRATEGY | · Restructuring plan and New Money Funding providing sufficient headroom to stabilise the platform · Actively deliver via disposal of selected portfolios & development projects in an orderly fashion · As part of the restructuring plan, Adler Group is obliged to not declare or pay any dividend or make any other payment or distribution to any of its shareholders | Stable platform to actively delever |
| CORPORATE STRUCTURE | · Simplify corporate structure without listed subsidiaries: reviewing all options with regards to BCP · Streamline internal operations in line with the higher concentration and adjusted scale of the portfolio · Decrease overhead costs through reduction of external and interim advisers | Group simplification and platform streamlining |
| CORPORATE GOVERNANCE | · Rödl & Partner to audit ADLER Real Estate AG's 2022 annual and consolidated financial statements. Search for an auditor for the Group parent company and for the entire Group in progress · Propose another independent Board member with strong capital market expertise to next EGM/AGM as well as planned appointment of Chief Restructuring Officer to senior management | Commitment to corporate governance best practices |
- Includes forward sales, condominium and projects currently under construction.
RADLER GROUP
8
Summary of Notes Amendments and New Funding
The amendments and new funding provide stability and create a platform to maximise value
| Key New Money Funding terms | • Quantum €937.5m
• Contractual maturity on 30 June 2025
• Mandatory prepayments of the New Money Funding from net disposal proceeds from asset sales subject to a €70m holdback
• 12.5% p.a. PIK interest, capitalised semi-annually
• Issuance of shares in Adler Group S.A. in an amount to 22.5% on a fully diluted basis to New Money Funding lenders
• Other terms include limitations on dividends, new investments and intercompany loans, and an LTV covenant mirroring that in the amended notes (see below)
• Change of control set at 33.3%
• Governed by German law |
| --- | --- |
| Key Amendments to AGPS BondCo PLC Notes | • Coupons PIK'd and uplifted by 275 bps to 31 July 2025 (after which time, the coupons revert to their respective prior levels)
• Replacement of existing incurrence covenants with a maintenance LTV covenant tested quarterly from 31 December 2024 (at 87.5% and then stepping-down to 85% from 2026 onward)
• Other than the New Money Funding, permissions to incur certain refinancing indebtedness and up to €150m incremental indebtedness
• 2024 notes extended by one year to 31 July 2025
• Cross-default through the New Money Funding
• Limitation on dividends
• Change of control lowered from 50.0% to 33.3%
• Appointed of notes representative for each note series
• Reporting covenant amendments with the audited year end financials for FY 2022 and FY 2023 each to be delivered by 30 September 2024 |
| Other terms | • Entry into a customary intercreditor agreements to govern rights between notes and the New Money Funding
• Audited FY 2022 and FY 2023 accounts to be provided by 30 September 2024
• Security and guarantee package (in which the New Money Funding will rank first, the 2024 Notes, convertible notes and Schuldscheine of Adler Group SA will rank second and the remaining AGPS BondCo PLC notes will rank third)
• Additional independent director added to the Board, and a Chief Restructuring Officer appointed to the senior management team |
| • On 26 January 2023, the Group commenced the restructuring plan, which aimed to facilitate the implementation of amendments to the AGPS Notes and complete the wider financial restructuring of the Group
• On 12 April 2023, the High Court of Justice of England and Wales sanctioned the restructuring plan under Part 26A of the Companies Act 2006 of AGPS BondCo PLC
• The sanctioning allowed for the implementation of the amendments of the terms and conditions of the notes of AGPS BondCo PLC (which became effective on 17 April 2023), permitting, among other, the incurrence of the New Money Funding
• The New Money Funding provides comprehensive funding support and sets the Group on a stable platform without any short-term pressure to dispose assets to meet its funding needs in the near- or medium-term
• In addition to the amendments of the AGPS BondCo PLC notes, Adler Real Estate AG launched consent solicitations and obtained the required consent on 22 February 2023 to effect amendments to the terms and conditions of the Adler Real Estate AG notes due 2024 and 2026, allowing such notes and the payment-in-kind accruing under the New Money Funding that is passed on to Adler Real Estate AG to be secured over Adler Real Estate assets |
| --- |
NADLER GROUP
FY 2022 Overview
10
NY 2022 Figures unaudited
MADLER GROUP
FY 2022 Overview
Key Highlights
Strong operational performance and secured support via the restructuring plan
PORTFOLIO PERFORMANCE¹
- 1.5% like-for-like rental growth²
- Avg. residential rent €7.58/sqm/month
- Vacancy remained at very low levels at 1.3%
- 1.9% like-for-like fair value decrease in the yielding portfolio compared to beginning of the year on the back of the surge in interest rates
FINANCIAL PERFORMANCE
- Lower NRI and FFO 1 on the back of decreased size of the portfolio:
- NRI: -29%² to €245m
- FFO 1: -37%² to €87m (€0.74 / share)
- NTA per share stands at €20.77
- EPRA LTV stands at 74.5%³
- Average cost of debt at 2.2%
- Cash position of €387m at FY 2022
DISPOSALS & DEVELOPMENTS⁴
- Sale of Schönefeld Schule closed in Q4 2022 with gross proceeds amounting to €11m
- Sale of Parkhaus, Weg beim Jäger 206 signed during Q4 2022 and closed in Q1 2023 with total gross proceeds amounting to €18m
- Four development projects with offer received / LOI / exclusivity including, Quartier Kaiserlei, The Wilhelm, Grand Central DD and Staytion – Forum Pankow
☑ Positive outcome at sanction hearing
SUNs terms amended
☑ Strong rental fundamentals
1.5% rental growth YoY; 1.3% vacancy rate
☑ Solid liquidity position
€387m cash on balance⁵; additional €937.5m bondholder commitments secured
☑ Sustained progress on disposals in Q4 2022
2 additional project sold, and 4 with offer received / exclusivity / LOI
- Portfolio performance is based on the standing assets excluding the BCP portfolio; 2. Compared to FY 2021; 3. EPRA LTV differs from the bond covenant LTV, calculated based on the definition as explained in the bondholder prospectus; 4. Since 1 October 2022; 5. As per FY 2022 excluding BCP.
NADLER GROUP
Financial Performance
FY 2022 figures unaudited
Financial Performance
FY 2022 figures unaudited
NADLER GROUP
GAV Slightly Decreased on the Back of Revaluation and Disposals
Downward revaluations on the back of rising interest rates impacted the Group's balance sheet
GAV excluding BCP (€bn)¹
Comments
- During the fourth quarter, a revaluation loss of (€101m) was realised on the yielding portfolio (1.9% I-f-I value decrease) and a revaluation loss of (€199m)³ on the development projects on the back of the surge in interest rates
-
Sale of Parkhaus, Weg beim Jäger 206 signed during Q4 2022 and closed in Q1 2023
-
Based on appraised values and may result in minor difference with accounting values; 2. Excludes the sale of Schönefeld Schule, with gross proceeds amounting to €11m, for reasons of materiality; 3. Excludes disposals that are either signed or closed as per FY 2022.
13
Financial Performance
FY 2022 figures unaudited
NADLER GROUP
EPRA LTV Bridge
LTV impacted mostly by implementation of EPRA methodology and negative revaluation, while the calculations of the bond covenant LTV remained unchanged (FY 2022 LTV of 60.9%)
EPRA LTV evolution¹ (%)
Implementation of EPRA methodology
Comments
- EPRA LTV will be used as the Company's main LTV metric going forward as recommended per EPRA new guidelines
The main objective of EPRA's LTV metric is to provide clarity on and assess the gearing of the shareholders' equity within a real estate company
- The main differences compared to the Company's previous LTV metric arise from broadening the scope from financial assets to net working capital positions including payables, reclassifying cash and cash equivalents held at BCP level and accounting for non-controlling interests
- Disposals mainly relate to the remainder of the Velero/KKR transaction, partial sale of BCP's Leipzig portfolio, the Schönefeld Schule development project and single condominium sales
- Revaluation of the entire portfolio on the back of the rising interest rates
- Repayment of debt instruments, including the €120m convertible bond at Consus level and additional €21m Consus debt
- Remaining payment to minorities in the sale of the Waypoint portfolio
-
Other refers mainly to proceeds used for general corporate purposes including operational income, development CAPEX, interest payments, extraordinary advisory fees and write-offs of forward sale and financial receivables
-
EPRA LTV differs from the bond covenant LTV, calculated based on the definition as explained in the bondholder prospectus; 2. Detailed overview of the Company's covenants can be found on slides 37 and 38.
14
1. Figures based on nominal values as per 31 December 2022.
Debt Maturity Schedule
Upcoming maturities covered by active refinancing, cash at hand and the New Money Funding
Comments
- Extension of €138m Adler Group bank debt (Lavlav) by two years
- Upcoming 2023 maturities are covered by a combination of €387m cash on hand (excluding €210m cash at BCP level) as per Q4 2022, the recently announced bondholder agreement, active refinancing and capital measures including portfolio and project disposals
- As a result of the restructuring plan, the Adler Group €400m 2024 bonds' maturity has been extended by one year to 31 July 2025
Furthermore, interest payments have been suspended for a period of approx. 2 years with capitalised interest payable on 31 July 2025 for all Adler Group bonds. In return, there will be a coupon uplift of 2.75% during the same period, after which the coupons will revert to their original level
Overview of Debt KPIs as per FY 2022
Debt KPIs for FY 2022
| Total nominal interest-bearing debt (€m) | 6,643 |
|---|---|
| EPRA LTV | 74.5%^{1} |
| ICR (x) | 1.0x |
| Fixed / hedged debt | 96.0% |
| Unsecured debt | 66.6% |
| Weighted average cost of debt | 2.2% |
| Weighted average maturity (years) | 3.3 |
| Corporate rating S&P | SD^{4} |
| Bond rating S&P | D^{4} |
Sources of funding
Bond covenants
| Incurrence-based covenants | Required level | FY 2022 | FY 2021 |
|---|---|---|---|
| LTV | |||
| (Financial indebtedness / total assets) | <60% | 60.9%^{1,2} | 54.5%^{1,2} |
| Secured LTV | |||
| (Secured debt / total assets) | <45% | 22.0%^{2} | 21.3%^{2} |
| ICR | |||
| (LTM adj. EBITDA / LTM net cash interest) | >1.8x | 1.0x | 2.1x |
| Unencumbered assets^{3} | |||
| (Unencumbered assets / unsecured debt) | >125% | 91.0% | 114.5% |
Due to Adler Group's unsecured bonds having effectively been amended on 17 April 2023, the ratio-based incurrence tests have been removed. Adler Group now has fixed incurrence baskets and a maintenance-based LTV covenant, which will be tested for the first time on 31 December 2024
Financial Performance
- EPRA LTV differs from the bond covenant LTV, calculated based on the definition as explained in the bondholder prospectus; 2. BCP IFRS 5 adjustment to assets/liabilities held for sale and corresponding line items reversed into respective balance sheet positions for reporting purposes; 3. Applies only to the following instruments: Adler Group S.A. bond (€400m, 1.5% coupon, maturity 26 July 2024) and Adler Group S.A. promissory note tranches (total volume €24.5m, maturity 2023–2028, WACD 3.19%); 4. S&P downgraded its credit ratings after the High Court of Justice of England and Wales sanctioned the implementation of the restructuring plan and will reassess its ratings after the restructuring is implemented and expect an upgrade to the 'CCC' category afterwards.
16
Financial Performance
NY 2022 Figures unaudited
FY 2022 figures unaudited
NADLER GROUP
Development of Cash Position
Solid liquidity position including €387m cash at hand to be expanded with additional liquidity from the agreement with bondholders
Cash position, excluding BCP (€m)
- Remaining payment to minorities in the sale of the Waypoint portfolio; 2. Repayment of debt instruments, including the €120m convertible bond at Consus level and additional €21m Consus debt.
NADLER GROUP
2023 Guidance and Concluding Remarks
Guidance: Net Rental Income for FY 2023E of €207-219m
NRI in the range of €207-219m for existing portfolio for FY 2023E
Comments
- Sale of approximately 14,400 units in Eastern regions to Velero/KKR for €1.0bn with majority of the assets transferred in April 2022
- Sale of approximately 1,200 units in Berlin (Waypoint portfolio)
- Strategic disposal of part of BCP's Leipzig portfolio to Tristan Capital Partners, consisting of approximately 3,000 units
- Other includes the intended single sales and strategic asset disposals as well as the rent from the commercial part of the Consus projects sold
- Conservative like-for-like rental growth of the remaining portfolio anticipated to amount to 3-4% throughout FY 2023
19
1. Compared to FY 2021.
Concluding Remarks
Objectives
Full-year 2023 guidance
Net rental income (€m) €207-219m
Following the implementation of the proposed amendments pursuant to the restructuring plan of AGPS BondCo PLC, a 100% subsidiary of Adler Group, which was sanctioned on 12 April 2023 by the High Court of Justice of England and Wales, Adler Group is not permitted to declare or pay any dividends to shareholders for the year 2022 and thereafter
Concluding remarks
- Approval of the restructuring plan safeguards Adler's liquidity position and ensures its stabilisation
- Continued disposals efforts to rationalise the Group's balance sheet. Two additional projects sold in Q4 2022
- 1.5% like-for-like rental growth compared to previous year¹
- Operational vacancy of the total portfolio at a structurally low level of 1.3%
- 1.9% like-for-like fair value decrease in the yielding portfolio compared to beginning of the year on the back of the surge in interest rates
- Liquidity position including €387m cash at hand to be expanded with additional liquidity from the agreement with bondholders
1 Schnackenburgstraße, Berlin
2 Bizetstraße, Berlin
2023 Guidance and Concluding Remarks
FY 2022 figures unaudited
NADLER GROUP
Q&A
21
Kaiserstraße, Berlin
Appendix
22 Corporate Structure
23-27 Portfolio & Operational Performance
28-34 Financials
35-38 Debt Overview
39-40 Development Projects
41 Corporate Governance
42 Corporate Agenda
Simplified Corporate Structure Post Amendments
As part of the New Money Funding and the amendments to the notes, the Group will reorganise its corporate structure by transferring assets below several Holding LuxCos
1. Issuer of Adler Group S.A. SUNs after issuer substitution, Adler Group S.A. remains a guarantor of the SUNs; 2. Pre-squeeze-out of Adler Real Estate AG.
PADLER GROUP
FY 2022 figures unaudited
Appendix
Continuous Increase in Portfolio Quality
Post disposals of non-strategic assets, a high-quality portfolio remains anchored in Berlin
Standing assets as per FY 2022¹
Fair value (€/sqm)
| GAV |
|---|
| €5.2bn |
| standing assets! |
| LIKE-FOR-LIKE |
| --- |
| FAIR VALUE |
| DECREASE |
| (1.9%) |
| to F (vs FY 2021) |
| Total number of |
| --- |
| units |
| 26,202 |
| of which |
| 18,563 |
| in Berlin |
General note: Excluding BCP
- Includes current locations with at least 100 rental units; 2. Following Velero/KKR completion and excluding BCP; 3. The fair value of the assets located in Berlin total €4.5bn.
PADLER GROUP
FY 2022 figures unaudited
Appendix
24
Strong Operational Performance Evidenced in Low Vacancy...
Portfolio valuation impacted in 2022 on the back of the rising interest rates
Like-for-like fair value growth (%)
Yielding portfolio operational vacancy rate² (%)
General note: Excluding BCP
1. Following Velero/KKR completion and excluding BCP; 2. Total vacancy rate amounting to 2.2%, operational vacancy excludes unavailable units i.e. units under refurbishment and decommissioned units.
PADLER GROUP
25
...Combined with Increasing Average Monthly In-Place Rent
Residential and commercial average rent (€/sqm/m)
Like-for-like residential rental growth (%)
Like-for-like rental growth breakdown as per FY 2022 (%)
Leases linked to consumer price index (CPI) as per FY 2022 (%)
General notes: KPIs presented on this page include ground level commercial units and exclude units under renovation and development projects. Excluding BCP
1. Following Velero/RKR completion and excluding BCP.
CAPEX and Maintenance in FY 2022
Total CAPEX and maintenance (€m)
Maintenance CAPEX
Maintenance expense (€/sqm)
CAPEX invested (€/sqm)
Please note that the numbers for the years 2016-2019 are provided for your convenience and serve for illustrative purposes of combining ADO Properties and ADLER Real Estate only. Metrics have been computed by using weighted averages on the back of publicly available information; 1. Excluding BCP; 2. Including BCP for comparability to previous year.
NADLER GROUP
FV 2022 figures unaudited
Appendix
57
Portfolio Breakdown of Standing Assets and Developments
Yielding portfolio per city, incl. BCP¹
| # | City | Value (€m) | Value (%) |
|---|---|---|---|
| 1 | Berlin | 4,487 | 69.0 |
| 2 | Duisburg | 401 | 6.2 |
| 3 | Leipzig | 367 | 5.6 |
| 4 | Düsseldorf | 194 | 3.0 |
| 5 | Kiel | 124 | 1.9 |
| 6 | Dortmund | 121 | 1.9 |
| 7 | Hanover | 111 | 1.7 |
| 8 | Essen | 108 | 1.7 |
| 9 | Bremen | 74 | 1.1 |
| 10 | Velbert | 67 | 1.0 |
| Top-10 cities | 6,054 | 93.1% | |
| Other cities | 449 | 6.9% | |
| Total | 6,503 | 100.0% | |
| Thereof Adler Group, excl. BCP | 5,182 | 79.7% | |
| Thereof BCP | 1,321 | 20.3% |
Development projects per city, incl. BCP²,³
| # | City | Value (€m) | Value (%) |
|---|---|---|---|
| 1 | Berlin | 644 | 26.4 |
| 2 | Düsseldorf | 545 | 22.3 |
| 3 | Stuttgart | 285 | 11.7 |
| 4 | Hamburg | 266 | 10.9 |
| 5 | Frankfurt/Offenbach | 256 | 10.5 |
| 6 | Dresden | 155 | 6.3 |
| 7 | Cologne | 93 | 3.8 |
| 8 | Mannheim | 88 | 3.6 |
| 9 | Munich | 58 | 2.4 |
| 10 | Leipzig | 53 | 2.2 |
| Total | 2,442 | 100.0% | |
| Thereof Adler Group, excl. BCP | 2,195 | 89.9% | |
| Thereof BCP | 246 | 10.1% |
- As appraised by CBRE as per FY 2022 and excludes condo units and units that have been sold but not transferred yet; 2. As appraised by NAI Apollo as per FY 2022; 3. Schönefeld Nord project is not appraised by NAI Apollo and has been accounted at cost.
28
APPENDIX
FY 2022 figures unaudited
NADLER
GROUP
Profit and Loss Statement
P&L statement
| In € million | FY 2022 | FY 2021 |
|---|---|---|
| Net rental income | 245 | 346 |
| Income from facility services and recharged utilities costs | 125 | 149 |
| Income from property development | 115 | 123 |
| Other revenue | 250 | 526 |
| Revenue | 734 | 1,144 |
| Costs of operations | (972) | (1,132) |
| Gross profit | (238) | 12 |
| General and administrative expenses | (149) | (123) |
| Other expenses | (220) | (1,129) |
| Other income | 97 | 184 |
| Changes in fair value of investment properties | (762) | 415 |
| Results from operating activities | (1,272) | (641) |
| Net finance income / (costs) | (535) | (382) |
| Net income from investments in associated companies | 0 | 1 |
| Income tax expense | 132 | (142) |
| Profit (loss) for the period | (1,675) | (1,165) |
Comments
- Compared to FY 2021, net rental income in FY 2022 has decreased to €245m mainly due to the reshaping of the yielding assets following the disposal of the Northern portfolio to LEG, the Eastern portfolio to Velero/KKR and the Waypoint portfolio
- Apart from the net rental income, the Group's overall revenue has decreased compared to FY 2021 on the back of a decrease in other revenues mainly attributable to a hold-up in the completion and disposal of projects
- Other expenses principally relate to the impairment of goodwill in an amount of €91m. Further other expenses in an amount of €45m relate to one-off legal and consulting fees. The remainder mainly relates to penalties from contractual obligations for an amount of €27m and expenses for selling investment properties held for sale for an amount of €8m
- Changes in the fair value of investment properties for FY 2022 amount to (€762m). This includes a revaluation result of (€390m) for the yielding portfolio, a (€350m) revaluation result for the project developments as well as a revaluation loss from assets held for sale in the amount of (€22m)
- Other net financial costs include one-off impairments on receivables (€375m) which have been reassessed in a constant monitoring process
EBITDA from Rental Activities and EBITDA Total
EBITDA from rental activities
| In € million | FY 2022 | FY 2021 |
|---|---|---|
| Net rental income | 245 | 346 |
| Income from facility services and recharged utilities costs | 125 | 149 |
| Income from rental activities | 369 | 495 |
| Costs from rental activities | (159) | (217) |
| Net operating income (NOI) from rental activities | 210 | 278 |
| Overhead costs from rental activities | (62) | (51) |
| EBITDA from rental activities | 148 | 228 |
1 EBITDA from rental activities decreased mainly on the back of the disposal of the Northern portfolio to LEG, the Eastern portfolio to Velero/KKR and the Waypoint portfolio and was also due to the effect of rising energy prices and increases in price levels of non-rechargeable expenses
EBITDA Total
| In € million | FY 2022 | FY 2021 |
|---|---|---|
| Income from rental activities | 369 | 495 |
| Income from property development | 115 | 123 |
| Income from other services | 18 | 18 |
| Income from real estate inventory disposed of | 229 | 502 |
| Income from sale of trading properties | 2 | 5 |
| Revenue | 734 | 1,144 |
| Cost from rental activities | (159) | (217) |
| Other operational costs from development and privatisation sales | (390) | (611) |
| Net operating income (NOI) | 186 | 316 |
| Overhead costs from rental activities | (62) | (51) |
| Overhead costs from development and privatisation sales | (29) | (20) |
| Profit from portfolio sales^{1} | – | 46 |
| Fair value gain from build-to-hold development^{2} | – | (83) |
| EBITDA Total | 95 | 208 |
- Contains the profit stemming from the KKR/Velero transaction; 2. Contains the build-to-hold developments at the time of the corresponding reporting date.
50
APPENDIX
30
FFO 1 and FFO 2
FFO 1 calculation
| In € million, except per share data | FY 2022 | FY 2021 |
|---|---|---|
| Net rental income | 245 | 346 |
| Income from facility services and recharged utilities costs | 125 | 149 |
| Income from rental activities | 369 | 495 |
| Costs from rental activities | (159) | (217) |
| Net operating income (NOI) from rental activities | 210 | 278 |
| Overhead costs from rental activities | (62) | (51) |
| EBITDA from rental activities | 148 | 228 |
| Net cash interest | (47) | (76) |
| Current income taxes | (5) | (6) |
| Interest of minority shareholders | (10) | (9) |
| FFO 1 (from rental activities) | 87 | 137 |
| No. of shares¹ | 118 | 118 |
| FFO 1 per share | 0.74 | 1.17 |
FFO 2 calculation
| In € million, except per share data | FY 2022 | FY 2021 |
|---|---|---|
| EBITDA Total | 95 | 208 |
| Net cash interest | (83) | (98) |
| Current income taxes | (18) | (40) |
| Interest of minority shareholders | (10) | (9) |
| FFO 2 | (16) | 61 |
| No. of shares¹ | 118 | 118 |
| FFO 2 per share | (0.13) | 0.52 |
- EBITDA from rental activities declined mainly on the back of a reduction in net rental income due to the decreased size of the portfolio
-
As per 31 December 2022, FFO 1 amounts to €87m and translates into a per share basis of €0.74, whereas FFO 2 accounts for (€16m) and (€0.13) per share
-
The number of shares is calculated as weighted average for the reported period.
APPENDIX
FR 2022 figures unaudited
NADLER
GROUP
Balance Sheet
Balance sheet
| In € million | FY 2022 | FY 2021 |
|---|---|---|
| Investment properties including advances | 6,344 | 7,116 |
| Goodwill | – | 91 |
| Other non-current assets | 325 | 246 |
| Non-current assets | 6,669 | 7,453 |
| Cash and cash equivalents | 387 | 556 |
| Inventories | 679 | 1,093 |
| Other current assets | 326 | 917 |
| Current assets | 1,391 | 2,566 |
| Non-current assets held for sale | 1,649 | 3,018 |
| Total assets | 9,710 | 13,036 |
| Interest-bearing debts | 5,980 | 7,003 |
| Other liabilities | 612 | 731 |
| Deferred tax liabilities | 526 | 760 |
| Liabilities classified as available for sale | 679 | 849 |
| Total liabilities | 7,796 | 9,343 |
| Total equity attributable to owners of the Company | 1,417 | 2,990 |
| Non-controlling interests | 496 | 703 |
| Total equity | 1,913 | 3,693 |
| Total equity and liabilities | 9,710 | 13,036 |
Comments
- Fair value of investment properties has decreased in FY 2022 due to revaluation of the portfolio and is impacted by portfolio disposals compared to FY 2021
- The reduction in inventories mainly relates to revaluation of development projects on the back of rising interest rates as well as project disposals
- Other current assets have decreased in FY 2022 mainly on the back of one-off impairments on receivables (€375m) which have been reassessed in a constant monitoring process
- Apart from the cash item, current assets contains inventories relating to the Group's privatisation assets and build-to-sell project developments. The remaining refers to restricted bank deposits, receivables and contract assets, among others
- Non-current assets held for sale have decreased following the completion of the Velero/KKR transaction and the partial sale of BCP's Leipzig portfolio, and currently comprises the remaining BCP assets as well as a number of non-strategic assets
- Interest-bearing debts decreased by €1,023m compared to FY 2021 figures on the back of the repayment of the €400m ADLER Real Estate 2019/2022 bond, the €120m convertible bond at Consus level and repayments of bank debt including early repayments associated to disposals
- The Group's total equity has decreased by €1,780m compared to FY 2021 figures driven by the negative net income, mostly impacted by one-off impairments and yielding assets and a reduction in the value of developments throughout the year
EPRA NAV Metrics
EPRA NAV metrics calculation
| In € million, except per share data
EPRA NAV metrics | FY 2022^{1} | | | | FY 2021^{1} | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | NAV | NRV | NTA | NDV | NAV | NRV | NTA | NDV |
| Total equity attributable to owners of the Company | 5 | 1,417 | 1,417 | 1,417 | 2,990 | 2,990 | 2,990 | 2,990 |
| Revaluation of inventories | (2) | (2) | (2) | (2) | 8 | 8 | 8 | 8 |
| Deferred tax | 598 | 598 | 598 | – | 948 | 948 | 857 | – |
| Goodwill | – | – | – | – | – | – | (91) | (91) |
| Fair value of financial instruments | 1 | 1 | 1 | – | 2 | 2 | 2 | – |
| Fair value of fixed interest rate debt | – | – | – | 1,698 | – | – | – | 435 |
| Real estate transfer tax | – | 528 | 427 | – | – | 701 | 502 | – |
| Total | 2,013 | 2,541 | 2,440 | 3,113 | 3,949 | 4,649 | 4,269 | 3,343 |
| No. of shares | 118 | 118 | 118 | 118 | 118 | 118 | 118 | 118 |
| Total per share | 17.13 | 1 | 21.62 | 1 | 20.77 | 2 | 26.49 | 2 |
| Convertibles | 101 | 101 | 101 | 101 | 99 | 99 | 99 | 99 |
| Total fully diluted | 2,114 | 2,641 | 2,541 | 3,214 | 4,048 | 4,748 | 4,368 | 3,442 |
| No. of shares (diluted) | 119 | 119 | 119 | 119 | 119 | 119 | 119 | 119 |
| Total per share fully diluted | 17.81 | 22.25 | 21.40 | 27.08 | 34.10 | 40.01 | 36.80 | 29.00 |
- As per 31 December 2022, EPRA NAV amounts to €2,013m or €17.13 per share and EPRA NRV amounts to €2,541m or €21.62 per share
-
The two NAV and NRV KPIs are complemented by EPRA Net Tangible Assets (NTA) and EPRA Net Disposal Value (NDV). The EPRA NTA assumes entities buy and sell assets, thereby crystallising certain levels of deferred tax liability, whereas EPRA NDV represents the value under a disposal scenario, net of any resulting tax
-
Adjusted for BCP IFRS 5 illustration which has been disregarded; the corresponding line items have been reversed into respective balance sheet positions.
EPRA LTV - Methodology
EPRA LTV calculation for FY 2022
| In € million | Group as reported | Proportionate Consolidation | Combined | ||
|---|---|---|---|---|---|
| Share of joint ventures | Share of material associates | Non-controlling interests^{1} | |||
| Borrowings from financial institutions | 1,646 | – | – | – | 1,646 |
| Commercial paper | – | – | – | – | – |
| Hybrid instruments^{1} | 101 | – | – | – | 101 |
| Bond loans | 4,234 | – | – | – | 4,234 |
| Foreign currency derivatives | – | – | – | – | – |
| Net payables | 868 | – | – | (304) | 563 |
| Owner-occupied property | – | – | – | – | – |
| Current accounts | – | – | – | – | – |
| Cash and cash equivalents | (387) | – | – | – | (387) |
| Net Debt | 6,461 | – | – | (304) | 6,157 |
| Owner-occupied property | 6 | – | – | – | 6 |
| Investment properties at fair value | 6,344 | – | – | – | 6,344 |
| Properties held for sale | 2,325 | – | – | (580) | 1,745 |
| Properties under development | – | – | – | – | – |
| Intangibles | – | – | – | – | – |
| Net receivables | – | – | – | – | – |
| Financial assets | 169 | – | – | – | 169 |
| Total property value | 8,845 | – | – | (580) | 8,265 |
| LTV | 73.1% | 74.5% |
Comments
- The main objective of EPRA’s LTV metric is to provide clarity on and assess the gearing of the shareholder equity within a real estate company
- The main differences compared to the Company’s previous LTV metric arise from broadening the scope from financial assets to net working capital positions including payables, reclassifying cash and cash equivalents held at BCP level and accounting for non-controlling interests
- Non-controlling interests has been adjusted for the interest of minority shareholders in the Company’s subsidiary BCP2
- Net payables to be used when payables are greater than receivables, and net receivables to be used when receivables are greater than payables
-
As of 31 December 2022, the Company’s combined EPRA LTV amounts to 74.5%
-
Including convertible bonds; 2. Non-controlling interests are only adjusted for minority shareholders in the Company’s subsidiary BCP for reasons of materiality, thus any other minority shareholders are not considered due to their insignificancy.
34
APPENDIX
FY 2022 figures unaudited
NADLER
GROUP
EPRA LTV - Overview
EPRA LTV
| In € million | FY 2022 | FY 2021 |
|---|---|---|
| Borrowings from Financial Institutions | 1,646 | 2,176 |
| Commercial paper | – | – |
| Hybrid instruments¹ | 101 | 217 |
| Bond loans | 4,234 | 4,610 |
| Foreign currency derivatives | – | – |
| Net payables² | 563 | 217 |
| Owner-occupied property | – | – |
| Current accounts | – | – |
| Cash and cash equivalents | (387) | (556) |
| Net Debt | 6,157 | 6,665 |
| Owner-occupied property | 6 | 6 |
| Investment properties at fair value | 6,344 | 7,114 |
| Properties held for sale | 1,745 | 3,439 |
| Properties under development | – | – |
| Intangibles | – | – |
| Net receivables² | – | – |
| Financial assets | 169 | 73 |
| Total Property Value | 8,265 | 10,632 |
| LTV | 74.5% | 62.7% |
Comments
- Interest-bearing debts decreased compared to FY 2021 figures on the back of the repayment of the €400m ADLER Real Estate 2019/2022 bond, the €120m convertible bond at Consus level and repayments of bank debt including early repayments associated to disposals
- Net payables increased compared to FY 2021 figures mainly due to a reduction in the receivables on the back of one-off impairments in H1 2022 (€375m)
- Fair value of investment properties has decreased in FY 2022 due to revaluation of the portfolio and is impacted by portfolio disposals compared to FY 2021
- Properties held for sale considers inventories and non-current assets held for sale and the latter decreased following the completion of the Velero/KKR transaction and the partial sale of BCP's Leipzig portfolio, and currently comprises the remaining BCP assets as well as a number of nonstrategic assets
- Financial assets principally relates to loans to non-controlling shareholders as well as investments in debt securities
-
As of 31 December 2022, the Company's combined EPRA LTV amounts to 74.5%
-
Including convertibles; 2. Net payables to be used when payables are greater than receivables, and net receivables to be used when receivables are greater than payables.
Breakdown of Debt Maturities
| Volume (€m) | IFRS (€m) | Maturity | Nominal interest rate | Other comments | Premature redemption | Rate, at which premature redemption is possible | |
|---|---|---|---|---|---|---|---|
| ADLER Real Estate Bonds (unsecured) | |||||||
| 2017/24 | 300 | 296 | 6 Feb 24 | 2.10% | Anytime | Under condition of make whole | |
| 2018/23 | 500 | 499 | 28 Apr 23 | 1.90% | Anytime | Under condition of make whole | |
| 2018/26 | 300 | 290 | 27 Apr 26 | 3.00% | Anytime | Under condition of make whole | |
| Total | 1,100 | 1,084 | 1.4 years | 2.22%2 | |||
| BCP Bonds (secured) | |||||||
| Debenture B | 123 | 128 | 1 Dec 24 | 4.04% | Permitted | Under condition of make whole | |
| Debenture C | 39 | 39 | 1 Jul 26 | 4.05% | Permitted | Under condition of make whole | |
| Total | 163 | 166 | 2.3 years | 3.99%2 | |||
| Adler Group Bonds (unsecured) | |||||||
| year maturity | 2017/24 | 400 | 399 | 26 Jul 24 | 1.50% | Permitted | |
| 2020/25 | 400 | 395 | 5 Aug 25 | 3.25% | Permitted | Under condition of make whole | |
| 2020/26 | 400 | 393 | 13 Nov 26 | 2.75% | Permitted | Under condition of make whole | |
| 2021/26 | 700 | 690 | 14 Jan 26 | 1.88% | Interest being lost | Permitted | Under condition of make whole |
| 2021/27 | 500 | 492 | 27 Apr 27 | 2.25% | Interest & price lost | Permitted | Under condition of make whole |
| 2021/29 | 800 | 782 | 14 Jan 29 | 2.25% | at cost & price lost | Permitted | Under condition of make whole |
| Total | 3,200 | 3,150 | 3.9 years | 2.23%2 | |||
| Convertibles1 | |||||||
| Adler Group 2018/23 | 102 | 101 | 23 Nov 23 | 2.00% | Strike price of €53.16 | Conversion from 14 Dec 2021 | At face value, if trading at more than 130% of strike price for at least 20 out of 30 trading days |
| Total | 102 | 101 | 0.9 years | 1.97%2 | |||
| Bank debt | 2,079 | 2,002 | 3.8 years | 1.96% | |||
| Total interest-bearing debt | 6,643 | 6,503 | 3.3 years | 2.18%2 |
- Conversions are reflected; 2. Nominal interest rate for totals and subtotals is calculated by using day count convention, based on act/360, and might therefore differ from the nominal interest of the individual debt instruments.
RADLER GROUP
Debt Maturity per Entity
Upcoming maturities covered by cash at hand and the New Money Facilities
Overview of debt maturity per entity¹ incl. BCP (€m)
Breakdown per entity
- Figures based on nominal values as per 31 December 2022.
57
APPENDIX
FY 2022 figures unaudited
NADLER GROUP
Covenants Overview: Adler Group
All Adler Group covenants are incurrence-based covenants
Due to Adler Group's unsecured bonds having effectively been amended on 17 April 2023, the ratio-based incurrence tests have been removed. Adler Group now has fixed incurrence baskets and a maintenance-based LTV covenant, which will be tested for the first time on 31 December 2024
1 LTV: Defined as net debt / total assets (<60%)
| In € million | FY 2022 | Pro forma² |
|---|---|---|
| Consolidated net financial indebtedness | 5,912 | 5,696 |
| Total assets | 9,710 | 9,493 |
| LTV | 60.9% | 60.0% |
| Covenant threshold | 60.0% | 60.0% |
| Implied shortfall | (216) |
1 Implied shortfall: Amount of debt that Adler Group exceeded the covenant threshold.
3 Unencumbered asset ratio: Defined as unencumbered assets / unsecured financial debt (>125%)¹
| In € million | FY 2022 | Pro forma² |
|---|---|---|
| Unencumbered assets | 3,881 | 5,329 |
| Unsecured financial debt | 4,263 | 4,263 |
| Unencumbered asset ratio | 91.0% | 125.0% |
| Covenant threshold | 125.0% | 125.0% |
| Implied shortfall | (1,448) |
3 Implied shortfall: Unencumbered assets needs to increase by €1,448m in order to increase the unencumbered asset ratio covenant to 125%.
3 Secured LTV: Defined as secured debt / total assets (<45%)
| In € million | FY 2022 | Pro forma² |
|---|---|---|
| Secured loans and borrowings | 2,137 | 4,369 |
| Total assets | 9,710 | 9,710 |
| Secured LTV | 22.0% | 45.0% |
| Covenant threshold | 45.0% | 45.0% |
| Implied headroom | 2,233 |
2 Implied headroom: Additional debt that Adler Group could incur on the balance sheet, assuming that total assets remain constant.
4 Interest coverage ratio (ICR): Defined as consolidated EBITDA / net cash interest (>1.8x)
| In € million | FY 2022 | Pro forma² |
|---|---|---|
| Consolidated EBITDA | 95 | 173 |
| Net cash interest | 96 | 96 |
| ICR | 1.0x | 1.8x |
| Covenant threshold | 1.8x | 1.8x |
| Implied shortfall | (78) |
4 Implied shortfall: Additional EBITDA required to bring ICR to covenant threshold assuming constant net cash interest.
- Applies only to the following instruments: Adler Group S.A. bond (€400m, 1.5% coupon, maturity 26 July 2024) and Adler Group S.A. promissory note tranches (total volume €24.5m, maturity 2023–2028, WACD 3.19%); 2. Pro forma figures illustrate the financial position necessary to reach the covenant threshold and, thus, the corresponding implied headroom/shortfall.
58
APPENDIX
FY 2022 figures unaudited
RADLER GROUP
Covenants Overview: ADLER Real Estate
All ADLER RE covenants are incurrence-based covenants except the ICR which is a maintenance-based covenant
- LTV: Defined as net debt / total assets (<60%)
| In € million | FY 2022 | Pro forma² |
|---|---|---|
| Consolidated net financial indebtedness | 1,665 | 3,690 |
| Total assets | 4,125 | 6,149 |
| LTV | 40.4% | 60.0% |
| Covenant threshold | 60.0% | 60.0% |
| Implied headroom | 2,025 |
-
Implied headroom: Additional debt that Adler Group could incur on the balance sheet with proceeds fully deployed for investments¹.
-
Interest coverage ratio (ICR): Defined as consolidated EBITDA / net cash interest (>1.8x)
| In € million | FY 2022 | Pro forma² |
|---|---|---|
| Consolidated EBITDA | 77 | 51 |
| Net cash interest | 29 | 29 |
| ICR | 2.7x | 1.8x |
| Covenant threshold | 1.8x | 1.8x |
| Implied headroom | 25 |
-
Implied headroom: Assumed loss of EBITDA due to disposals, with no repayment of debt. €1.1bn of disposals required to reduce EBITDA by €25m (assumed at 4.0% yield and 58% EBITDA margin).
-
Secured LTV: Defined as secured debt / total assets (<40%)
| In € million | FY 2022 | Pro forma² |
|---|---|---|
| Secured loans and borrowings | 946 | 1,650 |
| Total assets | 4,125 | 4,125 |
| Secured LTV | 22.9% | 40.0% |
| Covenant threshold | 40.0% | 40.0% |
| Implied headroom | 704 |
-
Implied headroom: Additional debt that Adler Group could incur on the balance sheet, assuming that total assets remain constant.
-
Excludes a scenario where new debt raised is used e.g. to pay dividends, and thereby increase net debt whilst keeping the same asset base; 2. Pro forma figures illustrate the financial position necessary to reach the covenant threshold and, thus, the corresponding implied headroom.
Upfront Sale Projects
Progress in disposals despite difficult market conditions
| # | Project name^{1} | Entity | City | Zoning | Building permit | Construc. started | Land plot (k sqm) | Area (k sqm) |
|---|---|---|---|---|---|---|---|---|
| 1 | Parkhaus, Weg beim Jäger 206^{2,3} | Consus | Hamburg | ✓ | ✓ | Complete | 7 | n.a. |
| 2 | Arthur-Hoffmann-Straße^{4} | Consus | Leipzig | ✓ | × | × | 1 | 2 |
| 3 | Quartier Kaiserlei^{5} | Consus | Offenbach | ✓ | ✓ | ✓ | 33 | 88 |
| 4 | The Wilhelm | Consus | Berlin | ✓ | ✓ | ✓ | 4 | 17 |
| 5 | Grand Central DD^{2} | Consus | Düsseldorf | ✓ | ✓ | × | 34 | 76 |
| 6 | Staytion - Forum Pankow | Consus | Berlin | ✓ | ✓ | × | 23 | 39 |
| 7 | Holsten Quartier^{2} | Consus | Hamburg | × | × | × | 87 | 149 |
| 8 | VAI Campus Stuttgart-Vaihingen (incl. Eiermann)^{2} | Consus | Stuttgart | × | × | × | 195 | 181 |
| 9 | Schönefeld Nord Residential & Commercial^{7} | ADLER RE | Berlin | × | × | × | 305 | 181 |
| 10 | Steglitzer Kreisel Parkdeck + Sockel^{2} | Consus | Berlin | ✓ | × | × | 13 | 49 |
| 11 | No.1 Mannheim | Consus | Mannheim | ✓ | ✓ | Complete | 4 | 19 |
| 12 | UpperNord^{8} | Consus | Düsseldorf | ✓ | ✓ | ✓ | 17 | 54 |
| 13 | Benrather Gärten^{2} | Consus | Düsseldorf | × | × | × | 148 | 131 |
| 14 | CologneApart VauVau^{2} | Consus | Cologne | ✓ | ✓ | ✓ | 11 | 23 |
| 15 | Covent Garden | Consus | München | × | × | × | 8 | 26 |
| 16 | SLT 107 Schwabenlandtower^{2} | Consus | Stuttgart | ✓ | ✓ | ✓ | 8 | 16 |
| 17 | Eurohaus^{9} | ADLER RE | Frankfurt | ✓ | ✓ | × | 11 | 27 |
| 18 | Mensa FLI and FourLiving VauVau | Consus | Leipzig | ✓ | ✓^{10} | ✓^{10} | 15 | 23 |
| 19 | Wasserstadt Building 7 (Tankstelle)^{2} | ADLER RE | Berlin | ✓ | × | × | 3 | 9 |
| 20 | Wasserstadt Kornversuchsspeicher | ADLER RE | Berlin | ✓ | ✓ | ✓ | 2 | 2 |
| 21 | COL III (Windmühlenquartier)^{2} | Consus | Cologne | × | × | × | 7 | 24 |
| 22 | Hutzwiesen (Trachau) | ADLER RE | Dresden | × | × | × | 108 | n.a. |
| Total | 1,044 | 1,136 |
PRIVACY'S SOLE
€20m
GROSS PROCEEDS
OFFER RECEIVED: LOI EXCLUSIVITY
€506m
GAV
OTHER
€1,324m
GAV
General: status of projects as per the publication date of FY 2022 results; 1. RCP has been excluded from the data (projects: Gerresheim, Grafental III WA 13 social); 2. For accounting purposes, this project is classified as part of investment properties; 3. Closed in January 2023; 4. Expected closing of the sale of Arthur-Hoffmann-Straße in Q2 2023; 5. Consists of NewFrankfurt Towers VauVau and Vitopia-Kampus Kaiserlei Commercial and Residential projects; 6. Based on Q4 2022 appraisal valuations; 7. Schönefeld Schule has been closed in Q4 2022 with gross proceeds amounting to €11m; 8. Consists of UpperNord Tower VauVau, Office and Quarter projects; UpperNord Tower VauVau is classified as part of investment properties for accounting purposes; 9. Closing conditions not fulfilled by end of Q1 2023, remarketing will be started; 10. Only applicable to FourLiving VauVau project.
Forward Sale and Condominium Projects
Majority of projects to be completed and handed over by 2023
| # | Project name^{1} | Entity | City | Construc. period | Zoning | Building permit | Construc. started | Land plot (k sqm) | Area (k sqm) | GAV^{2} (€m) | Total remaining construc. CAPEX (€m) | GDV (€m) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Forward sale projects | ||||||||||||
| 1 | Quartier Hoym | Consus | Dresden | 2018 - 2023 | ✓ | ✓ | ✓ | 9 | 28 | 78 | 47 | 142 |
| 2 | Königshöfe im Barockviertel | Consus | Dresden | Complete | ✓ | ✓ | Complete | 7 | 15 | 70 | 1 | 71 |
| 3 | Quartier Bundesallee und Momente | Consus | Berlin | 2016 - 2023 | ✓ | ✓ | ✓ | 3 | 7 | 36 | 10 | 46 |
| 4 | Ostforum | Consus | Leipzig | 2019 - 2024 | ✓ | ✓ | ✓ | 9 | 18 | 18 | 45 | 72 |
| Total forward sale projects | 29 | 68 | 203 | 103 | ||||||||
| Condominium projects | ||||||||||||
| 1 | Steglitzer Kreisel Tower | Consus | Berlin | 2017 - 2025 | ✓ | ✓ | ✓ | 5 | 24 | 91 | 118 | 238 |
| 2 | Westend Ensemble - Grand Ouest - LEA A | Consus | Frankfurt | 2017 - 2023 | ✓ | ✓ | ✓ | 14 | 9 | 72 | 21 | 92 |
| Total condominium projects | 19 | 34 | 162 | 139 | ||||||||
| Total |
COMPLETED IN Q1 2023
General: status of projects as per FY 2022 results publication date; 1. BCP has been excluded from the data (projects: Grafental III WA 14, Grafenberg); 2. Based on Q4 2022 appraisal valuations.
Adler Group Corporate Governance and Shareholder Composition
Current composition of the Board and Senior Management
Prof. Dr. A. Stefan Kirsten
Chairman of the Board
Chairman of the Nomination & Compensation Committee
Thilo Schmid
Director
Member of the Board
Chairman of the Audit Committee
Thomas Zinnöcker
Director
Member of the Board
Chairman of the Investment & Financing Committee
Thierry Beaudemoulin
Chief Executive Officer
Member of the Board
Member of Senior Management
Thomas Echelmeyer
Chief Financial Officer
Member of Senior Management
Sven-Christian Frank
Chief Legal Officer
Member of Senior Management
Shareholder composition as per FY 2022¹,²
41
Senior Management
- According to the official notifications received from the shareholders; 2. Adler Group agreed, as part of the restructuring plan of AGPS BondCo PLC, a 100% subsidiary of Adler Group, which was sanctioned on 12 April 2023 by the High Court of Justice of England and Wales, to issue and deliver shares in an amount equal to 22.5% of Adler Group's share capital following such issuance (i.e. equal to approximately 29% of the current outstanding share capital of Adler Group) to the New Money Funding investors; Source: Company information
APPENDIX
FY 2022 figures unaudited
RADLER GROUP
Corporate Agenda
Adler Group S.A. financial calendar 2023
| 15 May 2023 | German Spring Conference 2023 |
|---|---|
| 25 May 2023 | Publication Q1 2023 Results |
| 29 August 2023 | Publication Q2 2023 Results |
| 28 November 2023 | Publication Q3 2023 Results |
| 30 September 2024 (extended deadline) | Publication Annual Report 2022, audited |
Investor relations contacts
Gundolf Moritz
Head of IR
[email protected]
Julian Mahlert
Senior IR Manager
[email protected]
Carl-Philip Schniewind
IR Manager
[email protected]
Imprint
Adler Group S.A.
55 Allée Scheffer
2520 Luxembourg
Grand Duchy of Luxembourg
[email protected]
www.adler-group.com
Online Financial Calendar
www.adler-group.com
Disclaimer
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This Presentation does not constitute or form part of, and should not be construed as, an offer or invitation or inducement to subscribe for, underwrite or otherwise acquire, any securities of ADLER Group, nor should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities of ADLER Group, nor shall it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. This Presentation is not an advertisement and not a prospectus for purposes of Regulation (EU) 2017/1129. Any offer of securities of ADLER Group will be made by means of a prospectus or offering memorandum that will contain detailed information about ADLER Group and its management as well as risk factors and financial statements. Any person considering the purchase of any securities of ADLER Group must inform itself independently based solely on such prospectus or offering memorandum (including any supplement thereto). This Presentation is being made available solely for informational purposes and is not to be used as a basis for an investment decision in securities of ADLER Group.
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This document contains certain financial measures (including forward-looking measures) that are not calculated in accordance with IFRS and are therefore considered “non-IFRS financial measures”. Such non-IFRS financial measures used by ADLER Group are presented to enhance an understanding of ADLER Group’s results of operations, financial position or cash flows calculated in accordance with IFRS, but not to replace such financial information. A number of these non-IFRS financial measures are also commonly used by securities analysts, credit rating agencies and investors to evaluate and compare the periodic and future operating performance and value of other companies with which ADLER Group competes. These non-IFRS financial measures should not be considered in isolation as a measure of ADLER Group’s profitability or liquidity, and should be considered in addition to, rather than as a substitute for, net income and the other income or cash flow data prepared in accordance with IFRS. In particular, there are material limitations associated with the use of non-IFRS financial measures, including the limitations inherent in determination of each of the relevant adjustments. The non-IFRS financial measures used by ADLER Group may differ from, and not be comparable to, similarly-titled measures used by other companies. Certain numerical data, financial information and market data (including percentages) in this Presentation have been rounded according to established commercial standards. Furthermore, in tables and charts, these rounded figures may not add up exactly to the totals contained in the respective tables and charts.
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This Presentation is intended to provide a general overview of ADLER Group’ business and does not purport to include all aspects and details regarding ADLER Group. This Presentation is furnished solely for informational purposes, should not be treated as giving investment advice and may not be printed or otherwise copied or distributed. Subject to limited exceptions described below, the information contained in this Presentation is not to be viewed from nor for publication or distribution in nor taken or transmitted into the United States of America (“United States”), Australia, Canada or Japan and does not constitute an offer of securities for sale in any of these jurisdictions. Any securities offered by ADLER Group have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction of the United States and such securities may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. This Presentation does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
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