buildings

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DISCLAIMER

This presentation was prepared in collaboration with Fundbox, SCR SA (“Fundbox”), a company incorporated under the law of Portugal and registered with the Portuguese Commercial Registry.


This presentation was prepared exclusively for the benefit and internal use of the Recipient (or “the Company”) in order to indicate, on a preliminary basis, the feasibility of possible interest in the Project, and does not carry any right of publication or disclosure to any other party. Neither this presentation nor any of its contents may be used or disclosed to any third parties for any other purpose without the prior written consent of Fundbox.


Any opinion or information included within this presentation which may refer to financial projections, future events, representations, expectations, or any other views of the Project are based upon analysis of publicly available information or information that has been provided to Fundbox.


Fundbox has not performed an audit, due diligence or any other independent verification testing in any way regarding the accuracy, completeness, truthfulness, reliability and sufficiency of the information of this document.

Accordingly, Optime does not accept nor assume any responsibility or liability (including, but not limited to, any direct or indirect damages, losses, loss of profit or loss of business opportunity) whatsoever towards recipients or any third parties with regard to such information provided.


This presentation shall not serve as a basis of any agreement or contract whatsoever. This presentation shall be considered solely as marketing material and therefore the information herein contained does not constitute any legal, tax, regulatory, economic, accounting or any other type of advice


------------------------------------------


This is not a solicitation for investment and this document does not constitute an offer or invitation to sell or buy. It does not form part of any contract for the sale or purchase of any investment. The information hereby disclosed is for guidance only and does not constitute financial advice. The Fund price is calculated on a net asset value basis, which is the total value of all assets in the portfolio including any income and expense accruals. Please note that all funds carry some degree of risks which may have an adverse effect on the future value of your investment. Any offering is made only pursuant to the relevant offering document, and the relevant subscription/application forms, all of which must be read in their entirety.


No offer to purchase units will be made or accepted prior to receipt by the offeree of these documents, and the completion of all appropriate documentation. Use or rely on this information at your own risk. Independent professional advice should always be sought before making an investment decision as not all investments are suitable for all investors.“


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REAL ESTATE

GOLDEN VISA

THE TEAM

COVIVIR

APPENDICES

CONTACT

Corporate Buildings

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Bird's Eye View Photography Of Cove

REAL ESTATE

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THE ASSET CLASS

“Real estate is an established asset ​class delivering decorrelated returns ​and should be present in any ​investment portfolio”

Reasons for investing in real estate

  • Real estate is the largest asset class (325.6 Trillion)
  • Tangible secured investment
  • Superior performance
  • Attractive income profile
  • Diversification benefits with low correlation to equities and bonds
  • Inflation hedge
  • Lower volatility than stock markets
  • Consolidated asset class with established leverage providers
  • Safe haven investment

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architecture from portugal

REAL ESTATE

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IN

PORTUGAL

“The drivers underpinning

the Portuguese real estate market ​remain intact and Portugal ​continues to offer value in relation ​to other European countries”.

Reasons for investing in real estate in Portugal

  • Ascension to investment grade status within international investment community
  • Promotional programs - Golden Visa and Non-Habitual Tax Resident
  • Meaningful tax advantages
  • Structural housing deficit
  • International corporate relocation to Portugal seeking cheap, educated, multilingual workforce
  • Continued stable high-end immigration supporting demand
  • Portuguese macro-economic upswing outperforming EU growth
  • IMF driven market liberalisation
  • Favourable spread to other European cities
  • ESG focus is re-shaping the market and offering up a rare cycle turning point
  • Continued tourism growth

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The Algarve - Portugal

REAL ESTATE

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WHY

PORTUGAL

“The World bank ranks Portugal ​34th of 139 countries in its global ​competitiveness index”

One of the highest standards of living on the planet

  • Safety - 4th safest country according to global peace index
  • Superior healthcare system - within top 30 countries globally
  • Affordable living - cost of living 19th of 27 in EU
  • Temperate southern climate
  • Cultural richness
  • Friendly welcoming population

World class education and employment possibilities

  • Technical hub in Europe creating value add employment
  • Low unemployment rate
  • Top global accessible universities and international schools
  • Potential for productivity increase

Impeccable infrastructure and a 1st world business environment

  • Strategic hub Europe / Africa / North and South America Telecommunications network
  • Political and social stability
  • Developed legal framework
  • Increasingly dynamic economy

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Dark Blue Abstract Material Corporate Background

GOLDEN VISA

“Portugal crowned No. 1 Golden visa program for 2021 among 90 countries“

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IN ​PORTUGAL

  • Flexibility
  • Travel free in Europe Schengen zone + 186 countries
  • Entitlement to live, work and study in Portugal
  • Only 7 days of presence required per year
  • Extendable to immediate family: spouse, dependent children and parents
  • Can apply for full citizenship after 5 years incurring all EU privileges

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PRIVATE EQUITY ​FUND SOLUTION

  • Tax efficient - distribution taxed at 10% to Portuguese residents and 0% to non-residents
  • Simple low maintenance investment
  • Improved diversification through multiple investment strategies
  • Lower operating costs
  • Regulated
  • Transparent
  • Investment managed by professionals
  • Privileged access to opportunities

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Dark Blue Abstract Material Corporate Background

GOLDEN VISA

The Alternatives Residential Market

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2022 / 2023 Outlook:

There are challenges to unlocking the PRS opportunity due to the scarcity and value of the land.


However, appetite from investors is there and the increasing awareness of public entities to the housing problem and the need to evolve to public/private partnerships is gaining momentum with advantages to both sides:


❑ reducing risk, improving trust.

❑ increasing transparency and building the necessary stock.


JLL envisages that 2022 will be a turning year in this segment.

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Olives on the tree, Faro, Portugal

THE SPONSOR

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TABAH CAPITAL


Tabah, is a privately owned, non-listed, special purpose hotel investment & management vehicle, based in Luxembourg, with a special focus on indirect acquisition & JV partnerships in the hospitality I real estate assets (hotels / PBSA / Co-Living) arena, in the EU and the GCC regions key capital cities & niche markets.

About Tabah


  • Tabah partners with GCC & European Institutional funds (Private Equity / Venture Capital / Insurance & Pension Funds) as well as Private Equity funds (Family Offices / HNWI investors) looking for solid income/cashflows and above market yield returns on their capital.


  • Tabah also partners with international and national hospitality operators with strong expertise and a successful track record to lease or manage the selected investment properties.


  • Tabah offers direct investments in its projects, through dedicated SPV (Luxembourg based SCS / SCSp’s – a type of limited partnership); vehicles recognized by the international private & institutional investment arena, which will be managed by Tabah, as GP (General Partner) on behalf of syndication of ad-hoc LP investors (Limited Partners).


  • Tabah also offers indirect investments through COVIVIR, its Portuguese Venture Capital Fund, regulated by the CMVM (the Portuguese Stock Exchange Securities Commission). The Fund is managed by Fundbox SCR, a Lisbon-based Fund Manager (also regulated by the CMVM). As a regulated fund and an experienced fund manager, COVIVIR will ensure the necessary investor protection.


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Sun Shining in the Skyscrapers

THE FUND MANAGER

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FUNDBOX

Experienced Manager of Private Equity Since 2005

Founded in 2005

▪Fundbox Holdings is an independent investment management firm, holding controlling stakes in two Portuguese regulated fund managers, FundBox SGOIC (securities and alternative funds), and FundBox SCR (private equity funds), and in one non-regulated company, FundBox SAVI (fund administration)

▪Leading property fund manager in Portugal

▪Active in private equity focusing on secondary investments


Value proposition

▪Reputation and credibility

▪Track record of successfully closed deals

▪ First-grade transaction structuring and execution

▪Transaction risk identification and mitigation

▪Portugal-specific financial and commercial advice

▪Independent advice free of potential conflicts

▪Deal origination for clients

▪In-depth knowledge of Portuguese property

▪Senior officer involvement throughout transaction execution



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Corporate buildings

THE FUND

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COVIVIR

Tabah Capital and FundBox Holdings stand ready to design bespoke investment structures for institutional investors interested in investing in COVIVIR.


  • COVIVIR FCR is a Portuguese regulated Fund (currently named F3 FCR) registered with the Portuguese Capital Market Authority (“CMVM”) under #1756, with an ongoing placement of €25m and managed by FundBox SCR SA, a regulated Portuguese Fund Manager registered with CMVM since July 3rd 2003.


  • COVIVIR’s investment policy favours investments, through shareholdings in, and loans to, Special Purpose Vehicles dedicated to Purpose-Built Student Accommodations (“PBSA”), Co-Living and Future Living projects in the Iberian Peninsula


  • COVIVIR offers two classes of units “B” and “C”.


  • Class “C” is designed for investors seeking a residency in Portugal through the ARI residency by investment program, and provides a fixed 4% return / annum.


  • Class “B” targets COVIVIR’s anchor investors, Tabah Capital and FundBox Holdings, and institutional investors, and gives access to an asymmetrical allocation of 20% of COVIVIR’s capital gains.


  • Target investment: € 70 m
  • Target return: 10% p.a.


Investment:


✔ 1% (€ 0.7m) through the acquisition of Class “B” units

✔ 50% (€ 35m) through an unsecured loan to COVIVIR

✔ 49% (€ 34.3m) through a loan to the relevant SPV with a pledge of shares


  • Term: 2 years
  • Redemption: Year 3


  • Loans repayment with capitalized interest
  • Buyback of class “B” by anchor investors with a circa 20% capital gain.
  • Delivered return: 10%

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THE SPONSOR

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TRACK RECORD

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Corporate office building in Milan - detail in blue tones, business concept.


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Suggested Governance Structure

Limited Partner A (Power to replace FM)

Limited Partner B (Institutional Investors)

Limited Partner C (Golden Visa Investors)

Sponsor:

Investing directly in SPVs

Private Equity Fund (“FCR”)

Investment Committee

SPV A*

SPV B*

SPV C*

Relationship regulated by Partnership Agreement

Fund Manager:

General Partner

Fund Regulation Document (“Regulamento de Gestão”)

Other Stakeholders:

CMVM

Auditors

DepositoryBank

Partners

- Brokerage (Union Hospitality Real)

- Valuers

(Senior Debt)

Banks

*Maximum exposure of 33% of Fund Size (per investment)

The Fund Regulation (designed by the Fund manager and accepted by all investors in the Fund) defines, among other:


Duration of the Fund

Investment policy and dividend policy

Subscription period and amounts

Leverage policy

Fund costs and Fees

Rules for capital increases or reductions

Conditions for mergers or splits

Liquidation terms

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Corporate office building in Milan - detail in blue tones, business concept.


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Tax Efficient Structure

Portfolio companies’ profits

Fund profits

Investor

IRS/IRC = 0%

fornon-residents

Private Equity Fund (“FCR”)

CIT (“IRC”) = 0%

FIRM A

FIRM B

...

CIT (“IRC”) = 21% (typically)

Applicable tax rates from portfolio company level to investor level


  • Investment in private equity benefits from a favorable tax regime, as set specifically in article 23 of the Portuguese Tax Incentives Statute.
  • The above tax regime is justified by the need to attract the necessary capital for the corporate environment through a legal framework favorable to private equity.


At investor level:


  • When distributing FCR profits to investors:
  • 0% for non-residents, except tax havens and entities ultimately owned by residents in Portugal)
  • 10%1 withholding tax (for residents)


At fund level


  • Exempt from corporate income tax (IRC ) due to neutrality principle
  • Dividends from portfolio companies are not taxed


At portfolio company level

  • Normal corporate tax regime (IRC) generally at 21% (17% in some cases)

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Corporate office building in Milan - detail in blue tones, business concept.


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Investment & Development Targets

DORM -350 keys Purpose Built Student Accommodation unit.

DORM

- New 3 building, campus-style PBSA unit offering 347 keys, comprising of 5 doubles (20m2), 266 singles (17m2 & 15m2) & 80 Cluster rooms (15m2).


- 1 km walk from the Metro Station Polo Universitario.


- The project includes the rehabilitation and construction of three main buildings, with a total gross construction area of circa 13 000m2.


- The property offers quick access to the heart of the city of Porto. The airport Francisco Sa Carneiro is located 10mn by car from the property.


GDV E 34 000 000

SAM -115 Unit Property Residential Scheme.

SAM

- Shovel-ready, as building permits have just been granted.


- Strong demand from the local market from young professionals.


- Great location in the heart of the Asprela University Campus.


- The population of circa 70 000 students and your professionals.


- All units will benefit from kitchenettes and balconies (building A).


- The property will be ESG compliant (BREEAM Certification).


GDV E 24 000 000

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Corporate office building in Milan - detail in blue tones, business concept.


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COVIVIR’s Pipeline of potential transactions

DREAM COLIVING

DREAM

  • Location: University Campus, Braga, Portugal
  • Nature: 200 Keys Purpose Built Student Accommodations (PBSA)
  • Type: Ground-up development
  • Size: Circa 7 500m2
  • Status: Pre Licensed
  • Total GDV: E 12 000 000
  • Exit Value: E 17 600 000

EAVE COLIVING

EAVE

  • Location: Lisboa Downtown
  • Nature: 100 unit newbuild coliving property
  • Type: Ground-up development
  • Size: Circa 5 000m2
  • Status: Pre Licensing phase
  • Total GDV: E 17 000 000
  • Exit Value: E 25 000 000

DORM C PBSA

DORM C

  • Location: University Campus, Braga, Portugal
  • Nature: 200 Keys Purpose Built Student Accommodations (PBSA)
  • Type: Ground-up development
  • Size: Circa 7 500m2
  • Status: Pre Licensed
  • Total GDV: E 10 000 000
  • Exit Value: E 17 000 000

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APPENDIX 1: ALL ABOUT THE GOLDEN VISA

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GOLDEN VISA TIMELINE

INVESTMENT IN THE FUND

ONBOARDING PROCESS 2 - 3 WEEKS

LEGAL

TAX – BANK

FUNDING

Assign a Portuguese law

representative

Assign a Portuguese tax ​representative

Provide subscription forms

Onboard by providing legal ​documentation

KYC approval

POA signed to

- File the tax declarations

- Open a personal bank account

- Transfer funds to the personal

account

KYC fund approval

Transfer funds to depositary account

POA signing

Receive bank declaration form

Receive investment certificate

GOLDEN VISA OBTENTION

RESIDENCY +3 - 6 MONTHS

GOLDEN VISA

Provide documents for immigration

Upload on SEF platform

Pay the fees

SEF process and analysis

Set a presential biometric ​appointment

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INVESTMENT SELECTION

APPENDIX 2

SOURCING

Continuous evaluation of market opportunities

Dense local network ​for project sourcing

Monthly projects analysed ​20 – 30

Cursory due diligence

on retained opportunities

MODELLING

Financial modelling

of retained opportunities

Detailed project financial ​analysis

Scenario and sensitivity ​analysis

Base financial requirements ​must be met

RISK ANALYSIS

Analysis of individual risks ​to generate risk profile

Industry risks: planning, ​construction…

Market risks: price point, ​demand, speed of sales...

Other risks: legal, ​administrative…

DD & NEGOTIATION

Extensive due diligence ​and price negotiation

Legal due diligence: ​ownership, contracts, tenants

Structural due diligence

Optimal price point and HoT

DECISION

Actionable project

to investment committee

Complete review and ​assessment of the risk/reward

Decision to invest

Number of opportunities

Number of opportunities

Number of opportunities

Number of opportunities

Number of investments

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INVESTMENT MANAGEMENT

APPENDIX 3

PROJECT

Compose a project team ​and set up processes

Best in class internal and external partners

Define monitoring and reporting

Establish reporting

and communication lines

CONTROLLING

Rigorous budget

and timeline monitoring

Early detection of business plan drift

Real time solution driven reactivity

Meaningful and transparent reporting

EXIT

Constant management ​towards exit scenario

Mark to market after each value add

Constant market monitoring

OPTIMIZATION

Company structuring ​to optimize PE benefits

Streamline reporting

Economies of scale

SPV tax optimization

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TERM SHEET CONDITIONS (“Regulamento de Gestão")

APPENDIX 4

The governance of a private equity vehicle is highly dependent on the investor's will and preferences, who trust the Fund Manager with the investment activities, as well as the subsidiaries' operational improvement, according to the partnership agreement (“Regulamento deGestão”). Future Fund Term Sheet, brief summary, presented below:

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People Walking Under White Concrete Architecture

Contact:

Advisors:


TABAH CAPITAL ADVISORS LTD


Tel: +44 208 077 46 09

Tel: +44 782 100 1042

E: admin@tabahadvisors.com

W: www.tabahadvisors.com


Kemp House, 152-160 City Road, London,

EC1V 2NX, United Kingdom

Regulated Fund Manager:


FUNDBOX SCR


Tel: +351 213 103 620

Fax: +351 213 103 629

E: fundbox@fundbox.pt

W: www.fundbox.pt


Avenida Eng. Duarte Pacheco I Torre 1-15*, Sala 2 1070-101 Lisboa I Portugal

Sponsors:


TABAH CAPITAL HOLDINGS SCS


Tel: +352 202 04 231

Tel: +32 475 511 623

E: pa@tabah-capital.com

W: www.tabah-capital.com


8-10 Rue Mathias Hardt I L1707 Luxembourg