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Inclusio Case Study Capital Solutions Case study: Clairfield Belgium & the first IPO of an ESG REIT in Belgium December 2020 Strictly private & confidential Clairfield Belgium was mandated for a fairness opinion for the IPO of Inclusio, the first Belgian ESG-focused REIT Summary of the company Key facts & figures of the IPO . Inclusio is positioned as a leading Belgian company investing in real estate aiming to offer high- Metric In € quality homes at affordable rent to long-term vulnerable groups. The real estate portfolio consists of assets with a positive social impact combined with a IPO date 11th December 2020 reasonable return on investment. It currently has 25 properties mainly situated in Brussels. Target issue price €21.40 . The majority of buildings are rented to social housing agencies (Agences Immobilières Sociales) which are subsidized by the Belgian regions. These agencies ensure affordable housing to people Number of shares offered 2.8m in need. Inclusio real estate portfolio is characterized by: Gross proceeds of IPO c. €60.0m . Focus on special needs such as adapted areas, affordability and attention to optimal Net proceeds of IPO c. €55.2m integration in local communities; . Sustainable aspect paired with optimal energy performance; Estimated gross dividend yield 2021 2.06% . Long-term lease contracts with social partners with the aim of subletting to individuals. Average gross return on assets 4.20% . Inclusio was B Corp certified as it meets strict standards regarding social and environmental performance, accountability and transparency. Assets before IPO (Aug. 2020) €141.0m Current and estimated real estate portfolio 100 90 80 70 60 Forecasted (in €m) (in 50 40 Actuals 30 20 10 0 Strictly private & confidential 2 Clairfield Belgium’s positioning in the IPO process of Inclusio Preparation Pre-marketing Roadshow / Bookbuilding Pricing / Allocation Aftermarket . Filing of the prospectus . Media campaign . Management presenting to investors . Ongoing communication effort . Management presenting to research (roadshow presentation): 1-on-1, analysts (analyst presentation) group meetings & conference calls . Valuation, equity story & positioning . Early investor meetings . Independent views on price range . Pricing . Capital structure / dividend policy . Investor targeting & engagement . Investor allocation . Syndicate selection (institutionals and/or retail) . Due diligence . Analysis of pre-marketing feedback . Harmonised salesforce briefings . Provide pricing recommendation . Strategy dialogue . Drafting of marketing . Refining of IPO marketing strategy . Monitoring intensity of salesforce based on demand quality . Greenshoe management Investment banking documentation (analyst (key messages & roadshow feedback . Syndicate performance assessment presentation, roadshow presentation presentation) . Syndicate messaging during bookbuilding & salesforce briefing) . Provide price range . Roadshow coordination . Valuation recommendation . Communication with other syndicate . Offer structure recommendation members . Ensure maximal attendance at roadshow meetings . Advise on fine tuning marketing exercise . Investor targeting strategy . Coordinate sales effort / investor . Communication with other banks . Investor tiering & review of orders . Coordinate stabilization strategy with . Offer structure recommendation engagement from the Syndicate . Provide pricing & allocation other banks of the Syndicate Equity syndicate . Investor profiles / targeting . Bookbuilding logistics recommendation . Attend analyst presentation . Investor meetings . Investor meetings (separate from . Ongoing dialogue with investors . Draft research reports . Provide feedback & initial management) Research analysts . Salesforce briefings expressions of interest . Follow up information responding to . In assistance with investors questions . Briefing from research analysts . Schedule investors meetings with . Sell the equity story . Provide feedback on investors . Regular dialogue with investors research analysts . Invite investors to meetings expectations & after market Equity sales . Collect pre-marketing feedback from . Gather feedback anticipated strategy investors . Secure firm orders . Feedback on investors trading . Stabilisation Trading strategies . Trading of company shares Strictly private & confidential 3 Clairfield Belgium drafted five different fairness opinions for each step of the IPO process 5 phases of the mandate . Review of market approach, financial and legal terms 1. Engagement letter of the global coordinator . Benchmarking of the fees for an IPO of this size and complexity . Marketing analysis, use of analysts, valuation considerations, pricing th 11 November 2019 . Review of the different offers received from investment banks based on an assessment 2. Appointment of the joint bookrunner(s) grid in appendix including experience, placement capacity, quality of research pre and post IPO, understanding of the business, ECM activity and commitment th . Decision on bookrunner taking into account integration with global coordinator 13 December 2019 . Analysis and benchmarking of the remuneration of Inclusio’s Statutory Management 2. Remuneration of Inclusio’s statutory mgmt. company Company, Board of Directors and Supervisory Bodies. Due to the recent legislative changes on REITs, acquisition of the statutory management th 6 November 2020 company pre IPO 3. Offering structure . Analysis and review of the offering structure in partnership together with the corporate finance boutique Walkiers & Wauthier, our conclusions can be found in appendix. rd Optimisation and analysis of retail tranche, personnel tranche, additional allotment 3 November 2020 modalities . Analysis, review and benchmarking of the price per share offered to the investors and the 5. IPO pricing implied valuation based on ratio’s including P/E, dividend yield, pay-out ratio, stock performance, EPS, DPS. th . Review of Price mechanism (fixed, vs price range, price level, price – NAV relationship, 20 November 2020 IPO cost assessment Strictly private & confidential 4 CLAIRFIELD INTERNATIONAL SA CAPITAL SOLUTIONS GROUP Our Capital Solutions team is ready to answer all your questions and connect you with the local coordinators. Hans Buysse Head of Capital Solutions [email protected] Kalle Helander Co-Head of Capital Solutions [email protected] www.clairfield.com Strictly private & confidential 5.
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