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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
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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
The Asset Class ..........................................................................................4
In Portugal ..........................................................................................5
Why Portugal .........................................................................................6
GOLDEN VISA
THE TEAM
COVIVIR
Track Record ...............................................................12
Suggested Governance Structure ..............................................13 Tax Efficient Structure .................................................................14 Investment & Development Targets ......................................15
COVIVIR’s Pipeline of potential transactions ......................16
APPENDICES
1. Golden Visa Process Explained .............................................17 2. Investment Selection .............................................18 3. Investment Management ..............................................19
4.The Partnership Agreement .............................................20
CONTACT
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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
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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
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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
World class education and employment possibilities
Impeccable infrastructure and a 1st world business environment
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GOLDEN VISA
“Portugal crowned No. 1 Golden visa program for 2021 among 90 countries“
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IN PORTUGAL
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PRIVATE EQUITY FUND SOLUTION
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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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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
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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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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.
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
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THE SPONSOR
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TRACK RECORD
In Portugal Tabah´s Partners has been active in hospitality investment, since 2013, and structured several transactions. However, they shifted the focus to the student accommodations /co-living arena, since these models are proven to be more resilient to real estate economic cycles and also due to the fact that the hospitality transaction terms are currently less attractive.
The Tabah´s project arose, in large part, based on the shortage of new purpose-built student accommodations proprieties (PSBA).
Considering the above, Tabah Capital is looking to raise up to €70min order to acquire, develop new student accommodations units in Portugal, and further afield, in other European gateways cities.
The first Tabah project is to acquire and develop the PSBA in Porto, with a total of circa 450 rooms and a size of 14,500m2. and for this proposed transaction, the capital needs will be around €30M.
The COVIVIR Fund has been designed to provide a value-oriented governance structure for investors, and for this reason could address the needs of Tabah Capital, by creating a Private Equity Fund, to invest in several SPVs.
The Private Equity Fund is tranched with Fund units, in order to allow for different classes of investors may subscribe according to their investment profile. By taking this format, we can define different criteria on the distribution of the Fund Profits above the hurdle rate.
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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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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
At investor level:
At fund level
At portfolio company level
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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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COVIVIR’s Pipeline of potential transactions
DREAM COLIVING
DREAM
EAVE COLIVING
EAVE
DORM C PBSA
DORM C
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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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Contact:
Advisors:
TABAH CAPITAL ADVISORS LTD
Tel: +44 208 077 46 09
Tel: +44 782 100 1042
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
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
8-10 Rue Mathias Hardt I L1707 Luxembourg