Slides
Page 1
Contemplated acquisition of Forum Estates, Benelux 18 December 2024
Page 2
Christian Fredrixon Chief Executive Officer Pia-Lena Olofsson Chief Financial Officer 2 T oday’s presentation 2 Agenda 1. Forum Estates, Benelux, a platform in continental Europe 2. Cibus and Forum Estates combined 3. Transaction highlights Lauri Tiensuu Chief Operating Officer
Page 3
3
Page 4
€508m GAV 276 thousand sqm GLA 82%(2) Grocery anchored 149 # properties Forum Estates at a glance — Grocery-anchored real estate company created in 2010 with 149 assets in Belgium, the Netherlands and Luxembourg — Headquartered in Ghent, Belgium — The company has grown substantially over the past 6 years, having more than tripled its portfolio size, rental income, and lettable area — Strong local base with approx. 12 FTE and in-house asset management — Diverse shareholder base with approx. 200 shareholders, with no individual shareholder above 8.5% and top-5 shareholders holding c.25% — The combined platform will have continued growth potential in the Benelux region 4 Forum Estates’ portfolio KPIs(1) (1) Pro forma Q3 2024 adjusted for Forum Estates acquisitions in Q4; (2) Based on recurring in-place gross rental income
Page 5
Forum Estates – Belgium Belgium, Stekene Belgium, Diest Belgium, RonseBelgium, Beveren Belgium, Houffalize Belgium, Lille Belgium, Leopoldsburg Belgium, Zelzate
Page 6
Forum Estates – Belgium Belgium, Vorselaar Belgium, Mechelen Belgium, GhentBelgium, Sijsele Belgium, Merksem Belgium, Leuven Belgium, DeurneBelgium, Hoboken
Page 7
Netherlands, BredaNetherlands, Spijkenisse Netherlands, SpijkenisseNetherlands, Sliedrecht Netherlands, Rotterdam Netherlands, Arnhem Netherlands, Sliedrecht Forum Estates – Netherlands Netherlands, Rotterdam
Page 8
T ransaction rationale EU 8 Creating a leading pan-European listed platform for grocery and daily-goods real estate Complementary, high-quality and diversified EUR 508 million portfolio in Belgium, the Netherlands and Luxembourg “Converting food into yield” portfolio with large grocery share and strong grocery anchors creating further tenant and geographic diversification for Cibus Local experienced management team to accelerate further continental European expansion Day one cash earnings per share accretive and EPRA NTA per share accretive LTV neutral transaction, maintaining financial policy
Page 9
Key metrics 9 All-share transaction Day 1 accretive transaction Attractive portfolio Maintaining financial policy — Acquisition of Forum Estates shares fully paid in new Cibus shares — Cash needs foreseen to be funded with current liquidity and new debt max. 14.2 million New shares(1) EUR 15.60 (SEK 179.18) Issue price per share 180 days Partial lock-up(3) — Accretive transaction from day 1, in terms of both earnings capacity per share and EPRA NTA EUR 0.5 - 1.0 million Synergies 3 - 5% Earnings capacity per share accretion 7% EPRA NTA per share accretion — Sizeable portfolio offering immediate scale in BE, NL and LU with continued growth potential EUR 508 million Portfolio in BE, NL and LU EUR 219.9 million Valuation of shares and subordinated loans 6.5% Net acquisition yield — LTV neutral transaction — Financial covenants remain strong 58.9% LTV neutral transaction(4) 10.2x Net debt / EBITDA(4) 2.2x Interest coverage ratio(4) Note: Figures assuming 90% contribution of subordinated loans unless stated otherwise; (1) Assuming contribution of 100% of subordinated loans; (2) With EUR/SEK FX rate of 11.49 as of 17 Dec 2024; (3) Newly issued Cibus shares will be subject to a 180-day lock-up under which shares can be sold during windows starting 7, 90, 120 & 150 days after closing, with a max. of 20% in each window, with a different 12-month lock-up for Forum Estates’ CEO; (4) Pro forma Q3 2024 adj. for Forum Estates acquisitions in Q4 Excluding effect of Cibus September 2024 capital raise
Page 10
T ransaction structure 10 (1) As of 17 December 2024; (2) With EUR/SEK FX rate of 11.49 as of 17 December 2024; (3) Including accrued interest assuming end of Q1 2025 closing; (4) Newly issued Cibus shares will be subject to a 180-day lock-up agreement under which shares can be sold during windows starting 7, 90, 120 and 150 days after closing during each window with a maximum of 20%, with a different 12-month lock-up applying to Forum Estates’ CEO Contribution in exchange for newly issued Cibus shares — Forum Estates shares to be contributed in exchange for newly issued Cibus shares — Exchange ratio of 1.327 newly issued Cibus shares per Forum Estates share implies that 7,413,542 new Cibus shares will be issued in exchange for 100% of the Forum Estates shares — c.68%(1) of Forum Estates’ shareholders have irrevocably committed to offer their shares to Cibus, remaining shareholders can be required to contribute their shares in the transaction via exercising a drag along right — Subordinated loan receivable to be contributed in exchange for newly issued Cibus shares at an issue price of EUR 15.60 (SEK 179.18(2)) per share — c.68%(1) of subordinated loan receivables have been irrevocably offered to Cibus with minimum threshold of 90% Further selected investors will be approached and invited to contribute their subordinated loan receivables as well, with the aim of reaching a minimum acceptance threshold of 90%. Cibus could however decide at its discretion to accept a lower acceptance rate, in which case the remaining subordinated loan receivables would remain outstanding until maturity unless voluntarily prepaid earlier — Contribution of 90% of subordinated loan receivables would result in 6,104,901 new Cibus shares being issued(3) — 13,518,443 new Cibus shares to be issued with 90% subordinated loan contribution, which would result in Forum Estates shareholders representing c.18% in Cibus share capital post transaction — New shares are subject to a partial 180-day lock-up(4) — Change of control waivers on external debt received, further cash part of transaction to be funded with current liquidity at hand and new debt Timeline — Issuance of new Cibus shares requires approval by an extraordinary general meeting in Cibus, which will be scheduled for 14 January 2025 — Signing and closing of the contemplated transaction is expected in Q1 2025, subject to a.o. EGM approval & final Cibus board decision
Page 12
Flanders Wallonia Brussels 12 Geographic diversification – 74% in Belgium 12Note: Pro forma Q3 2024 adjusted for Forum Estates acquisitions in Q4 (1) Recurring in-place gross rental income 74% 24% 2% GRI by country & region(1) Flanders Wallonia Brussels GLA by country & region 84% 15% 1% Belgium Netherlands Luxembourg — The portfolio is centered in the Belgian market, with 84% of total GLA and 131 of the 149 assets — Within Belgium, over 50% of the GLA is focused within Flanders and the Brussels-Capital region — The Dutch portfolio has been built up since 2021, and encompasses 17 assets — Rental income per sqm is higher in the Netherlands than in Belgium
Page 13
13Note: Pro forma Q3 2024 adjusted for Forum Estates acquisitions in Q4 (1) Recurring in-place gross rental income Asset diversification – 82% grocery anchored GLA by asset type 82% 9% 9% 80% 10% 10% — Forum Estates is strongly focused on the supermarket real estate segment, which includes both stand-alone supermarkets and multi-tenant locations where supermarkets are the main component, with 113 of the 149 properties being grocery-anchored assets — The remaining part of the property portfolio consists of real estate rented out mainly to retail chains, as well as to a number of other independent stores, in segments other than the supermarket segment (where DIY represents about half of the other retail) GRI by asset type(1) Grocery anchored Other DIY
Page 14
T op-10 grocery tenants 14Note: Pro forma Q3 2024 adjusted for Forum Estates acquisitions in Q4 (1) Based on recurring in-place gross rental income 12.5% 10.6% 10.4% 6.7% 6.0% 5.9% 4.5% 2.0% 1.0% 0.9% Forum Estates’ grocery tenant base(1) Top grocery tenants representing 61% of gross rental income, forming a well- balanced mix of large grocery tenants
Page 16
Complementary grocery and daily-goods portfolios 457 Assets EUR 1,778 million Gross asset value EUR 123 million Gross rental income(1) 149 Assets EUR 508 million Gross asset value EUR 33 million Gross rental income(2) 16 606 Assets EUR 2,286 million Gross asset value EUR 156 million Gross rental income Note: Pro forma Q3 2024 adjusted for Forum Estates acquisitions in Q4 (1) Q3 earnings capacity rental income; (2) Recurring in-place gross rental income
Page 17
Apr 2022 Entry to Denmark 2018 2019 2020 2021 2022 Mar 2018 Establishment & IPO Oct 2021 Entry to Norway Pan-European expansion timeline Mar 2020 Entry to Sweden Q1 2018 Property value EUR 735 million 2023 Q3 2024 Property value EUR 1,764 million Today Contemplated Benelux expansion Pro forma Property value EUR 2,286 million 2024 17
Page 18
KPIs Belgium Netherlands Luxembourg Total GLA (thousand sqm) 232 40 3 276 GRI(3) (EUR million) 25 8 1 33 Fair value (EUR million) 402 97 9 508 Number of assets (#) 131 17 1 149 Combination of Cibus& Forum Estates (1/2) 18 Pro forma portfolio in the Benelux and Nordics KPIs Total GLA (thousand sqm) 1,262 GRI (EUR million) 156 Fair value (EUR million) 2,286 Number of assets (#) 606 KPIs Finland Sweden Denmark Norway Total GLA(1) (thousand sqm) 708 161 88 29 986 GRI(2) (EUR million) 123 Fair value(1) (EUR million) 1,170 260 281 67 1,778 Number of assets(1) (#) 262 131 42 22 457 Note: Pro forma Q3 2024 adjusted for Forum Estates acquisitions in Q4 (1) Including sale-and-leaseback transaction with Dagrofa; (2) Q3 earnings capacity rental income, including sale-and-leaseback transaction with Dagrofa; (3) Recurring in-place gross rental income
Page 19
53% 16% 11% FI BE SE 11% DK 5% NL3% NO LU Combination of Cibus& Forum Estates (2/2) — Asset NOI by anchor tenant — Continued focus on grocery & daily goods real estate (94% of combined NOI) 82% 18% Grocery & daily goods Other retail NOI by tenant(1) 97% Grocery & daily goods 3% Other retail 94% Grocery & daily goods 6% Other retail — Combination creates a geographically-diversified portfolio, with a strong anchor in Finland (53% of combined NOI) — Belgium to represent the second-largest country (16% of combined NOI) Forum EstatesQ3 2024 Q3 2024 + Forum Estates 14% 68% FI SE DK 4% NO 14% NOI by country(1) 74% 24% BE NL 2% LU 19Note: Pro forma Q3 2024 adjusted for Forum Estates acquisitions in Q4 (1) High-level NOI estimates for Forum Estates, based on portfolio NOI margin and gross rental income per category
Page 20
More diversified tenant base 20Note: Pro forma Q3 2024 adjusted for Forum Estates acquisitions in Q4, based on recurring in-place gross rental income Lidl is a tenant of both Cibus and Forum Estates 23% 15% 8% 5%3%3% 15% 20% Kesko Tokmanni Coop Sweden S Group DagrofaCarrefour 2% Lidl 2% Jumbo 2% Spar Colruyt 2% Ahold Delhaize Other grocery Other
Page 21
Rolled over financing structure of Forum Estates — Existing financing of Forum Estates will be rolled over, for which change of control waivers have been obtained — Forum Estates financing structure consists of a mix of floating and fixed rate debt, totaling EUR 265.7 million as of Q3 2024 (1): — c.EUR 35.1 million of this amount is fixed debt — c.EUR 230.6 of this amount is floating debt, of which c.EUR 215.0 million hedged and c.EUR 15.6 million unhedged — The average cost of Forum Estates debt is c.3.8% Summary financing structure 0-1 year 1-2 years 2-3 years 3-4 years >4 years 19 45 44 116 42 Maturity profile Forum Estates(1) Financing structure (1) Pro forma Q3 2024 adjusted for Forum Estates acquisitions in Q4; (2) Excluding margin 13.2% 86.8% Fixed Floating 93% of floating debt is hedged at average 2.5%(2) Fully financed with bank loans 21
Page 22
Combined debt maturity profile 22 Hedging profile (EUR million)(1) Maturity profile (EUR million) 19 378 0-1 year 45 292 1-2 years 44 266 2-3 years 116 192 3-4 years 42 30 >4 years 396 337 310 308 72 (1) Including forward hedges; (2) As of 30 September 2024, correcting for EUR 19.7 million bond repayment, and assuming EUR 50 million debt related to the transaction with 3- year maturity; (3) Pro forma Q3 2024 adjusted for Forum Estates acquisitions in Q4 Cibus(2) Forum Estates(3) 0 425 0-1 year 0 183 1-2 years 75 427 2-3 years 65 93 3-4 years 135 0 >4 years 425 183 502 158 135 Cibus(2) Forum Estates(3) As stated in Cibus’ Q3 report, advanced discussions with banks for refinancing of bank loans maturing within 1 year are ongoing. The assessment stated in the Q3 report that the short-term bank debt of EUR 378 million will be completed before the end of the year is unchanged
Page 23
Earnings capacity development (EUR million) Cibus(1) Forum Estates(2) Transaction Combined Rental income 122.9 33.7 – 156.6 Property expenses (7.8) (2.4) – (10.2) Net operating income 115.1 31.2 – 146.3 (Administrative expenses) (8.6) (3.8) 0.5 - 1.0 (11.5 - 12.0) (Net financial items) (50.4) (16.5) 4.1(3) (62.7) Profit from property management 56.1 10.9 4.6 - 5.1 71.7 - 72.2 (Expenses, hybrid bond costs) (2.5) – – (2.5) Profit from property management plus expenses for hybrid bond 53.7 10.9 4.6 - 5.1 69.2 - 69.7 Adjustment of non-cash items 2.8 – – 2.8 Total profit from property management excluding non- cash items plus expenses for hybrid bond 56.5 10.9 4.6 - 5.1 72.1 - 72.6 Number of shares (million)(4) 57.2 13.5 70.8 Profit from property management per share excluding non-cash items plus expenses for hybrid bond (EUR) 0.99 1.02 - 1.03 23 3 - 5% Earnings capacity per share accretion (1) As reported as of Q3 2024, excluding effect of September 2024 capital raise and post reporting events; (2) As of 30 September 2024, including pro forma adjustments for Q4 2024 acquisitions, including income from EV charging stations; (3) Effect of reduced interest expense on subordinated loans and funding of transaction costs; (4) Assuming contribution of 90% of subordinated loans
Page 25
Indicative timeline Date Event 18 December 2024 Announcement of contemplated transaction 18 December 2024 Convocation of Cibus Nordic extraordinary general meeting 14 January 2025 Cibus Nordic extraordinary general meeting Q1 2025 Confirmation of commitment remaining subordinated loan receivables Q1 2025 Envisaged closing 25 High-level agenda of the Cibus Nordic EGM — Approval for issuing up to 25% new Cibus shares for the payment in kind in relation to the Forum Estates acquisition — Renewal of 10% Board share issue authorisation for potential use until AGM on 10 April 2025
Page 26
T ransaction rationale (recap) EU 26 Creating a leading pan-European listed platform for grocery and daily-goods real estate Complementary, high-quality and diversified EUR 508 million portfolio in Belgium, the Netherlands and Luxembourg “Converting food into yield” portfolio with large grocery share and strong grocery anchors creating further tenant and geographic diversification for Cibus Local experienced management team to accelerate further continental European expansion Day one cash earnings per share accretive and EPRA NTA per share accretive LTV neutral transaction, maintaining financial policy
Page 28
Major grocery players 28 Sweden Finland Denmark Norway Grocery Market Shares in the Nordics(1) 50% 22% 17% 6% ICA Axfood Coop Lidl 3% City Gross 2% Other 48% 34% 10% 8% S-Group K-Group Lidl Other 37% 28% 18% 12% 5% Salling Group Coop Reian Dagrofa Lidl 1% Other 44% 29% 24% Norges gruppen Coop Rema 3% Bunnpris 20% 20% 19% 11% 8% 5% 13% 3%2% Ahold Delhaize Colruyt(2) Carrefour Aldi Lidl Intermarché Groupe Louis Delhaize Jumbo Other Belgium(1) 37% 21%11% 5% 8% 26% 2% Netherlands(3) Grocery Market Shares in Belgium & the Netherlands (1) As of 2024; (2) Including Colruyt Retail Partners; (3) As of 2023; (4) Part of Ahold Delhaize; (5) Plus and Coop are also part of Superunie, together with other supermarkets i.e. Hoogvliet, Deka and Vomar Source: Dagligvarukartan, CBRE Albert Heijn(4) Jumbo Lidl Aldi Plus Spar Superunie(5)
Page 29
Glossary 29 Abbreviation Description AGM Annual General Meeting BE Belgium DIY Do It Yourself DK Denmark EGM Extraordinary General Meeting EPRA NTA EPRA Net Tangible Assets FI Finland FTE Full-Time Equivalent GAV Gross Asset Value GLA Gross Lettable Area GRI Gross Rental Income IPO Initial Public Offering KPI Key Performance Indicator LTV Loan-To-Value LU Luxembourg NL The Netherlands NO Norway NOI Net Operating Income SE Sweden
Page 30
Disclaimer Not for release, distribution or publication in whole or in part, directly or indirectly, in Australia, Canada, Hong Kong, Ja pan, New Zealand, Singapore, South Africa, Switzerland, the United States or any other jurisdiction where such release, distribution or publication would be unlawful or would require registration or any other measures. This presentation does not constitute a prospectus, information note or exemption document for purposes of Regulation (EU) 20 17/1129, any national regulations in relation to the public offering of investment securities and the admission of investment securities to trading on a regulated market, or the Belgian Act of 1 April 2007 and Belgian Royal Decree of 27 April 2007 on public takeover offers. This presentation does not constitute a (public) offer to acquire or issue financial instruments, or any intention or publici ty in relation thereto. Cibus does not intend to launch any public offer in relation to the contemplated transaction. Relevant investors will be contacted perso nally as part of a private offer. Any other investors are not allowed to participate in the negotiations in relation to the contemplated transaction. The sole purpose of this presentation is to inform the market about the contemplated Transaction. 30