A big move to Central Europe - thankfully not 
149 properties from the Benelux region, a proper portfolio. Paid with own new shares, the deal should be completed during Q1/25
Key highlights of the Transaction:
Creating leading Northwest-European listed platform for grocery and daily goods real estate
The Benelux forms an attractive market for further investments. With Forum Estatesâ proven track record in sourcing investment opportunities, the platform will serve as springboard for further expansion in continental Europe.
The total property portfolio consists of 149 properties, with lettable floor area of approximately 276 thousand sqm and is valued at approximately EUR 508 million, generating EUR 33.1 million gross rental income annually.
74% of the portfolioâs gross rental income is generated in Belgium, 24% in the Netherlands and 2% in Luxembourg.
82% of gross rental income is generated by grocery and daily goods anchored real estate.
Cash earnings per share accretive transaction and LTV neutral
The Transaction is expected to be accretive to earnings capacity per share by 3-5% from day one.
Synergies are expected to be in the range of EUR 0.5 - 1.0 million.
The net acquisition yield of the portfolio is 6.5%.
Leverage ratios are expected to remain within Cibusâ financial policy. Post transaction, the Q3 2024 pro forma LTV will be 58.9%, net debt / EBITDA 10.2x and the interest coverage ratio 2.2x.[1]
Using Cibusâ shares as financing for the Transaction is estimated to increase Cibusâ EPRA NTA per share by 7%.
Forum Estatesâ investors have irrevocably committed to contribute their shares
The envisaged Transaction structure involves the acquisition of 100% of the shares in Forum Estates and a minimum of 90% subordinated loan receivables by Forum Estates investors in return for newly issued shares in Cibus.
As of 17 December 2024, 68% of the investors in Forum Estates had irrevocably committed to contribute their shares and subordinated loan receivables to Cibus in the envisaged Transaction.
The holders of the remaining 32% of the shares in Forum Estates will be required to participate in the Transaction as a result of the exercise of a drag along provision in Forum Estatesâ articles of association.
Cibus targets to receive additional commitments from lenders of subordinated loan receivables by mid-January 2025.
Cibusâ board of directors has not yet approved the Transaction and intends to resolve on the Transaction in January 2025.
Transaction structure
Forum Estatesâ equity and 100% of the subordinated loans are valued at EUR 219.9 million, of which EUR 115.6 million in relation to the shares and EUR 104.3 million corresponding to the notional of the subordinated loan. The subordinated loan receivables are to be contributed at notional value plus accrued interest[2] from 1 January 2025 until closing of the Transaction.
The number of new Cibus shares, subject to necessary resolutions by the extraordinary general meeting, to be issued as consideration in the Transaction will be based on an agreed share price of EUR 15.60[3] per share. The agreed share price of EUR 15.60 per new Cibus share represents a 31% premium compared to Cibusâ EPRA NTA of EUR 11.90 as of 30 September 2024.
The newly issued Cibus shares will be subject to a 180-day lock-up agreement under which shares can only be sold during four windows starting 7, 90, 120 and 150 days after closing. During each window, a maximum of 20% new Cibus shares may be sold. The CEO of Forum Estates has agreed to a 12-month lock-up period (as further described below).
Change of control waivers have been obtained from financing banks of Forum Estates for all EUR 266 million outstanding debt, with an average cost of debt of 3.8% and 93% hedge ratio.
The envisaged Transaction is subject to certain customary closing conditions to be fulfilled or waived by Cibus, including, but not limited to, obtaining necessary resolutions by an extraordinary general meeting of Cibus