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Self Storage Group

Investor Presentation Jun 25, 2019

3740_rns_2019-06-25_172ee4f7-cf11-4393-bd28-9ac1edfc1cbd.pdf

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Taking the next step

Acquisition of Eurobox and two properties in Oslo

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25 June 2019

Disclaimer

This Presentation has been produced by Self Storage Group ASA (the "Company" or "SSG") in connection with a potential private placement and is solely for use at the presentation to investors and other stake holders and may not be reproduced or redistributed, in whole or in part, to any other person. This presentation is strictly confidential, has not been reviewed or registered with any public authority or stock exchange, and may not be reproduced or redistributed, in whole or in part, to any other person. To the best of the knowledge of the Company, the information contained in this Presentation is in all material respect in accordance with the facts as of the date hereof, and contains no material omissions likely to affect its importance. However, no representation or warranty (express or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and, accordingly, neither the Company nor any of its subsidiary companies or any such person's officers or employees accepts any liability whatsoever arising directly or indirectly from the use of this Presentation.

This Presentation contains information obtained from third parties. Such information has been accurately reproduced and, as far as the Company is aware and able to ascertain from the information published by that third party, no facts have been omitted that would render the reproduced information to be inaccurate or misleading. This Presentation contains certain forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words "believes", expects", "predicts", "intends", "projects", "plans", "estimates", "aims", "foresees", "anticipates", "targets", and similar expressions. The forward-looking statements contained in this Presentation, including assumptions, opinions and views of the Company or cited from third party sources are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. None of the Company or any of its parent or subsidiary undertakings or any such person's officers or employees provides any assurance that the assumptions underlying such forward-looking statements are free from errors nor does any of them accept any responsibility for the future accuracy of the opinions expressed in this Presentation or the actual occurrence of the forecasted developments. The Company assumes no obligation, except as required by law, to update any forward-looking statements or to conform these forward-looking statements to our actual results.

The Presentation is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia) or any other jurisdiction in which the release, publication or distribution would be unlawful. The distribution of this Presentation may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Managers are acting for the Company and no one else in connection with the matters discussed in this Presentation and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to any matter referred to in this Presentation.

AN INVESTMENT IN THE COMPANY INVOLVES RISK, AND SEVERAL FACTORS COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS THAT MAY BE EXPRESSED OR IMPLIED BY STATEMENTS AND INFORMATION IN THIS PRESENTATION, INCLUDING, AMONG OTHERS, RISKS OR UNCERTAINTIES ASSOCIATED WITH THE COMPANY'S BUSINESS, SEGMENTS, DEVELOPMENT, GROWTH MANAGEMENT, FINANCING, MARKET ACCEPTANCE AND RELATIONS WITH CUSTOMERS, AND, MORE GENERALLY, GENERAL ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN DOMESTIC AND FOREIGN LAWS AND REGULATIONS, TAXES, CHANGES IN COMPETITION AND PRICING ENVIRONMENTS, FLUCTUATIONS IN CURRENCY EXCHANGE RATES AND INTEREST RATES AND OTHER FACTORS. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES MATERIALISE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE DESCRIBED IN THIS PRESENTATION. THE COMPANY DOES NOT INTEND, AND DOES NOT ASSUME ANY OBLIGATION, TO UPDATE OR CORRECT THE INFORMATION INCLUDED IN THIS PRESENTATION.

By attending or receiving this Presentation you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Company's business. This Presentation does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction.

This Presentation speaks as of 25 June 2019. There may have been changes in matters which affect the Company subsequent to the date of this Presentation. Neither the delivery of this Presentation nor any further discussions of the Company with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since such date. The Company does not intend, and does not assume any obligation, to update or correct any information included in this Presentation. This Presentation is subject to Norwegian law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of Norwegian courts with Oslo District Court (Nw: Oslo tingrett) as exclusive venue.

AGENDA

1 Introduction to the acquisitions

2 Appendix

Acquiring Eurobox AS – Norway's #2 self storage player

  • Enterprise Value of NOK 320m
    • NOK 75m settled in SSG consideration shares
    • NOK 141m debt potential*
  • Eurobox represents a significant addition to SSG's freehold portfolio
  • 61% of portfolio is freehold with substantial expansion potential
  • Option to acquire neighboring building at Billingstad for NOK 31.5m, with a CLA potential of 3,150m2
  • In line with SSG's M&A strategy of strengthening market position and gaining attractive assets with further development potential

Eurobox acquisition Strengthening the #1 position in Norway

Eurobox in numbers

Four locations in the Oslo-area

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Note: *Assuming 60% leverage on acquired investment property, **Revenues for Norway , *** 2017 revenues if no 2018 numbers available, **** Including CLA potential from option to acquire neighboring building at Billingstad

Significant revenue potential in Eurobox…

Note: *Average occupancy and rent pr m2 for sites with more than 12 months of operation in NOK

** Comprising revenue from renting out storage units (solid grey) and other income (shaded grey)

…combined with the acquisition of two other attractive properties centrally located in Oslo…

Kalbakken (Østre Aker vei 101) Skøyen (Hovfaret 11)

Property value NOK 55m
Expected rent
levels
Average
CSS
levels
Current income NOK 3.4m
Gross
property
4,700m2
CLA 3,000m2
  • Located alongside Østre Aker vei, with ~23,000 vehicles passing every day
  • Feasibility study conducted for expanding the property with an extra floor
  • Great visibility and easy access from main roads
  • Transaction status: Bid acceptance, closure subject to due diligence and board approval
Property value NOK 145m
Expected rent
levels
Above average
CSS levels
Current income NOK 0m
Gross
property
5,600 m2
CLA 3,500 m2
  • Located at Skøyen, an attractive commercial hub with a significant catchment area
  • An attractive market opportunity in Oslo West with a higher income demographic
  • Low penetration of self storage and high entry barriers in Oslo West
  • Transaction status: Bid acceptance, closure subject to due diligence and board approval

…provides SSG with a significant CLA potential

Rapidly expanding current lettable area

Comments

  • Significant potential for expansion of Eurobox facilities as well as within the current SSG portfolio
  • Capital structure allows for further expansion and to exercise option at Billingstad
  • 13,500m2 under development within current SSG portfolio
  • 8,119m2 of expansion potential at acquired Eurobox facilities
  • 8,500m2 of additional lettable area unlocked by developing existing greenfield projects at Alnabru and in Trondheim
  • 6,500m2from ongoing acquisitions of properties at Kalbakken and Skøyen
  • Current expected annual organic growth of 10 000+m2

Note: *CLA potential at Nedre Eikervei and Austadgata currently partly rented to external companies

Increasing financial leverage but maintaining substantial financial flexibility for further expansion

NOK ~400m available combined net debt capacity** Commentary

  • At Q1 2019, SSG had negative net interest bearing debt of NOK ~2.7 million (excluding leasing liabilities)
  • Following the acquisition of Eurobox, Kalbakken, Skøyen and the contemplated private placement, the estimated combined net debt amounts to NOK 192 million
  • Excess net debt capacity** of NOK ~400 million under the Company's existing loan facilities, which allows for a gross LTV of 60%, corresponding to NOK ~584 million
    • Remaining financial flexibility to act on pipeline of potential acquisitions of companies and properties

Rationale for acquiring Eurobox AS

Strengthening the leading Norwegian #1 position and increasing scale in line with SSG's M&A strategy

Significant revenue potential by rebranding to CSS and taking advantage of expansion potential in freehold facilities

Attractive locations with good visibility and further value creation opportunities through CLA expansion and synergies

Key Risks to the SSG investment case

Operational risks

The storage industry is highly competitive. The market is fragmented with a wide range of competitors. The industry includes numerous regional and local companies, of varying sizes and financial resources. Additionally, the Company may face increased competition from foreign companies, with greater financial and other resources

The Company's storage facilities and the assets stored by customers may be subject to fire, break‐ins, water leakage and other damaging events outside SSGs control. Although the Company maintains general liability insurance coverage and professional indemnity insurance coverage, amounts may not be covered

The Company may make strategic acquisitions to support growth and profitability. Such acquisitions may be unsuccessful. In any such acquisition there are risks that the Company's assessment of and assumptions regarding acquisition targets may prove to be incorrect, and actual developments may differ significantly from expectations. Further, the Company may not be able to integrate acquisitions successfully and such integration may require greater investment than anticipated, and the Company could incur or assume unknown or unanticipated liabilities or contingencies with respect to customers, employees, authorities and other parties

Changes in laws and regulations regulating the Company's business or operations may impose more onerous obligations on the Company and limit its profitability, including increasing the costs associated with the Company's compliance with such laws and regulations

Financing risks

The Company may in the future require additional funds in order to execute its business strategy, or for other purposes. Adequate sources of funds may not be available, or available at acceptable terms and conditions, when the Company needs it. If the Company raises additional funds by issuing additional shares or other equity or equity‐linked securities, it may result in a dilution of the holdings of existing shareholders. If adequate funds are not available on a timely basis, the Company may need to scale back, sell or eliminate certain of its assets and/or activities

Risks relating to the Shares

The Shares may not be a suitable investment for all investors. An investment in the Company's shares involves risk of loss of capital. The market value of the shares may fluctuate significantly in response to a number of factors beyond the Company's control

The Company may in the future decide to offer additional Shares or other securities in order to finance its operation or service its debt, in connection with unanticipated liabilities or expenses, or for any other purposes. Depending on the structure of any future offering, certain existing shareholders may not have the ability to subscribe for or purchase additional equity securities. If the Company raises additional funds by issuing additional equity securities, holdings and voting interests of existing shareholders could be diluted

Beneficial owners of the Shares registered in a nominee account (through brokers, dealers or other third parties) could be unable to exercise their voting rights for such Shares, unless their ownership is re-registered in their names with the VPS prior to any general meeting of shareholders. There is no assurance that beneficial owners of the Shares will receive the notice of any such general meeting in time to instruct their nominees to either effect a re-registration of their Shares or otherwise vote their Shares in the manner desired by such beneficial owners

Pre‐emptive rights to secure and pay for Shares in additional issuance could be unavailable to U.S. or other shareholders, and investors may be unable to exercise voting rights for shares registered in a nominee account

AGENDA

2 Appendix

Size has a value in itself and SSG will have strong platform with better visibility and potential for future growth

Note: *Revenues for Norway, **2017 revenues, ***As of 31.03.2019

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The Eurobox acquisition gives a satisfactory capital return based solely on the current run-rate

Free cash flow to
equity
Current equity
capital base
Eurobox Freehold Eurobox
Leasehold
(10 year contract*)
Potential after
rebranding to City
Self-Storage
CLA run-rate within
2019
8,303 4,273 18,955
Price/m2 ~2,150 ~3,000 ~3,400 (average CSS)
Occupancy ~76% 93% Target 90%
Other revenues NOK 5.5m NOK 0m Lower from conversion
COGS + Opex ~30%
of revenues*
~50% of revenues** Some cost synergies
Interest rate To be refinanced To be refinanced Bank financing at NIBOR + 145bps
Tax Norwegian corporate tax rate Norwegian corporate tax rate Norwegian corporate tax rate
ENTERPRISE VALUE
NOK 320m
DEBT
NOK 141m***
lth
ROE
H
ea
y
on
i
b
current
runn
ng
i
us
ness

Note: *SSG freehold margin, **Given current prices and renegotiated lease contract, ***Assuming 60% leverage on acquired investment property

2

Value development potential within the current portfolio of properties…

Expanding current lettable area at the acquired sites

Comments

  • There is significant potential for expansion at the acquired Eurobox facilities
  • SSG should be able to convert area with alternative and less profitable use to lettable area
  • Owned and leased CLA of 10,836m2 as of 31 December 2018
  • Additional capacity of almost ~5,000m2 has been identified, of which ~2,400m2 at Billingstad and Nedre Eikervei developed within 2019
  • Further upside potential from utilising more of the 19,450m2 of gross area across all properties

3

…and the option to acquire a second facility at Billingstad at attractive terms positions SSG for further growth

Option to acquire second building at Billingstad Comments

  • Current facility at Billingstad comes with option to acquire neighboring building
  • Exercising the option should contribute significantly to the earnings potential of the Eurobox properties
  • Facility ideally located alongside E18, one of the most densely trafficked highways in all of Norway, with 80-90,000 vehicles passing every day

Four properties attractively situated in the Greater Oslo area

Rapid growth in share of freehold CLA following Eurobox and the two properties in Oslo

% freehold CLA after transactions and current SSG expansion plan

Comments

  • Increasing share of freehold from 30% to 48% following the current SSG expansion plan, in addition to the Eurobox acquisition and the two property transactions at Kalbakken and Skøyen
  • Current expected annual organic growth of 10 000+m2 , which could increase SSG's share of freehold even further
  • SSG's gross owned property value of 76,600m2 as of Q1'19 to increase with 29,750m2 from acquisitions:
    • Eurobox: 19,450m2
    • Kalbakken: 4,700m2
    • Skøyen: 5,600m2

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