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NOT FOR DISTRIBUTION IN OR TO THE U.S. (OR TO U.S. PERSONS), CANADA, AUSTRALIA, ITALY OR JAPAN, OR IN ANY OTHER JURISDICTION IF SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW Investor Presentation Contemplating MNOK 100-200 Bond Issue Disclaimer This Document has been produced by Otium AS (“Otium” or the “Company”) solely for use at the presentations to be held in connection with the proposed private placement of bonds (the “Bonds”) by Otium and may not be reproduced or redistributed, in whole or in part, to any other person. This material has been prepared exclusively for the benefit of and the internal use of the receiver in order to evaluate the feasibility of one or more potential transactions. The Company holds all rights related to the contents of this material, and the receiver is not entitled to publish or otherwise disclose its contents to a third party without the prior written consent of the Company. This material may only be used for the purpose of evaluating the potential of one or more transactions. In preparing this material the Company may have obtained and relied upon, without independent verification, information available from publicly available sources and registers. Even if these sources are deemed reliable, the Company cannot vouch for the accuracy and completeness of their contents. In any case, this material is incomplete if not regarded and read in conjunction with the oral briefings and/or other documentation provided by the Company. It is emphasized that opinions expressed in this material reflect the Company’s judgement at this date, all of which are accordingly subject to change. The Company holds no obligation to update this material. Any transaction involves risk and forward-looking statements concerning future earnings, margins and returns are forecasts subject to risk, uncertainties and other factors, and the Company assume no guarantee of any forward-looking statement concerning future earnings, margin, return or others referred to in this material. In general the Company accepts no liability whatsoever arising directly or indirectly from the use of this material. This Document 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 Document, 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 subsidiary undertakings or any such legal person’s officers or employees provide any assurance that the assumptions underlying such forward-looking statements are free from errors nor do any of them accept any responsibility for the future accuracy of the opinions expressed in this Document 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. 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, none of the Company or any of its parent or subsidiary undertakings or any such legal person’s officers or employees accepts any liability whatsoever arising directly or indirectly from the use of this Document. This Document is confidential and is being communicated in the United Kingdom to persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (such persons being referred to as “investment professionals"). This Document is only directed at qualified investors and investment professionals and other persons should not rely on or act upon this Document or any of its contents. In relation to the United States and U.S. persons, this Document is strictly confidential and is being furnished solely in reliance upon applicable exemptions from the registration reqiurements under the U.S. Securities Act of 1933, as amended. The shares of the Company have not and will not be registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold within the United States, unless an exemption from the registration requirements of the U.S. Securities Act is available. Accordingly, any offer or sale of shares in the Company will only be offered or sold (i) within the United States, only to Qualified Institutional Buyers (“QIBs”) in private placement transactions not involving a public offering and (ii) outside the United States in offshore transactions in accordance with regulation S. Any purchaser of shares in the United States, will be required to make certain representations and acknowledgements, including, without limitation that the purchaser is a QIB. Prospective purchasers are hereby notified that sellers of the new shares may be relying on the exemption from the provisions of sections of the U.S. Securities Act provided by rule 144a. None of the Company’s shares have been or will be qualified for sale under the securities laws of any province or territory of Canada. The Company’s shares are not being offered and may not be offered or sold, directly or indirectly, in Canada or to or for the account of any resident of Canada in contravention of the securities laws of any province or territory thereof. 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. 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. Investment in the Bonds may be subject to further risk factors. No investment in the Bonds should be made without a thorough analysis of such risk factors. Subject to the disclaimer above, the information given in this Document reflects the situation as of 15 November 2012. 2 Agenda I. Executive Summary and Transaction Details II. Company Overview III. Business Areas IV. Market Outlook V. Financial Results and Risk Factors VI. Appendix 3 Executive Summary • Otium AS is one of the leading real estate developers in Norway, engaged in both residential, commercial and leisure properties in Norway and Sweden. • Established in 1987, the company currently employs 50 persons. Total revenues of MNOK 701 in 2011. Company overview • Otium has a quality real estate portfolio with an estimated market value of NOK 3.0 bn. • The company is strategically positioned in the Oslo, Akershus and the Stavanger region and expects to take further advantage of the high residential demand in these areas. • The company is contemplating an unsecured bond issue of minimum MNOK 100. • Final maturity 31 March 2015 and margin NIBOR + 500 bps. Good downside • A tight set of covenants guarantees a balance of at least NOK 1.0 bn in value adjusted equity, a loan to value of maximum 70% and free liquidity of NOK 50 million at all times to be in compliance. protection and risk • An amount equal to 9 months interest will be blocked and pledged on a debt service retention account. adjusted return • Dividends will be restricted to maximum 50% of net profit. • Change of control put option @ 102% if Tore Lie reduces his ownership to less than 50% of the company. • The Norwegian labor market is still unaffected by the challenges facing Europe, with low unemployment rates. • Interest rates are expected to remain low in the coming years, due to continued low inflation, a strong Norwegian Krone and low interest rates internationally. Favourable market • Estimated annual growth in housing prices of 7 % in 2013, 2014 and 2015, driven by low interest rates, population outlook growth, real disposable income growth and limited supply of new houses. • The Oslo region was the fastest growing metropolitan area (above 750 000 inhabitants) in Europe from 2005- 2010, and is expected to continue the strong growth in the coming years, along with the Akershus and Rogaland regions. • Strong historical revenues and EBITDA margins Credit ratios and • LTV ratio of 55% and value adjusted equity of MNOK 1,350 per November 2012 • Post transaction LTV up to 58% (given MNOK 200 bond issue) operational • NIBD/EBITDA of 6.3 and ICR of 2.2 per 31.12.2011 performance • Solid pipeline of new projects 4 Transaction details Issuer • Otium AS Borrowing Limit • NOK 200 million First Tranche • Minimum NOK 100 million Maturity • 31 March 2015 Coupon • 3m NIBOR + 500 bps Use of proceeds • General corporate purposes Amortization • Bullet repayment • The Bonds shall be senior debt of the Issuer and rank at least pari passu