ICADE SANTE (EPA:ICSAA) Icade Santé announces the approval of its Registration Document

Transparency directive : regulatory news

10/09/2021 07:30

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Australia or Japan

Paris, September 10, 2021 - 7:30 am

Icade Santé announces the approval of its Registration Document by the French
Autorité des marchés financiers ("AMF") and takes a further step towards an IPO
on Euronext Paris

* Icade Santé is a leading investor in healthcare real estate in Europe(1),
with a portfolio representing a Gross Asset Value of EUR6bn as of June 30, 2021
and 183 healthcare facilities in France (92% of portfolio), Germany, Italy and
Spain, the four most populated countries in the Eurozone.

* Icade Santé holds a unique and non-replicable portfolio, with a primary
focus on infra-like private hospital assets (MSO: Medicine, Surgery,
Obstetrics). Since 2017, Icade Santé has also started to diversify into the
nursing home segment.

* Icade Santé benefits from an in-depth expertise to design, develop, acquire,
and manage complex healthcare property assets, combined with long-standing
relationships with premier European healthcare operators.

* Icade Santé's portfolio offers immediate cash flow generation, long initial
lease term and a financial occupancy rate of 100%. In 2020, Icade Santé
generated a Gross Rental Income of EUR301m compared with EUR265m in 2019 and
EUR241m in 2018, representing an increase of +25.2% between 2018 and 2020.

* Backed by a robust balance sheet, Icade Santé is rated BBB+ for its long
term debt by S&P (French perimeter) and benefits from the SIIC regime (French
REIT regime).

* Icade Santé is contemplating an Initial Public Offering ("IPO") on Euronext
Paris that will include a EUR800m capital increase notably to finance its
EUR3bn investment plan over the 2021-2025 period.

* Icade, which currently holds 58.3% of Icade Santé, intends to remain the
controlling shareholder of the company post IPO.

(1) Company's estimates, based on last available reported gross asset values of
main listed healthcare REITs in Europe (sources: annual reports and press
releases), and on Company's GAV as of June 30, 2021

Paris, 10 September 2021 - Icade Santé, the largest player among listed
healthcare REITs in Europe, today announces the approval of its registration
document, dated September 9, 2021, by the French financial markets authority
(Autorité des marchés financiers, "AMF") under the number I.21-047.

The approval of Icade Santé's registration document constitutes the first step
of its contemplated (IPO) on the regulated market of Euronext Paris. The
completion of the IPO is subject to the approval of the prospectus relating to
the offering by the AMF, as well as favourable market conditions.

Xavier Cheval, CEO of Icade Santé, said(1):

" Icade Santé is a leader in healthcare real estate in Europe. It benefits
from a very solid business model, remarkable features and a strong strategic
position in Europe. Since its creation fourteen years ago, the company has
experienced a fast-growth trajectory and is today ideally set to continue to
grow and create value together with the best operating tenants in the sector
while delivering attractive total shareholder returns to real estate investors.
Our initial public offering is designed to finance our 2025 higher-growth
ambitions, which will be supported by the acceleration of our international
expansion and the further diversification of our portfolio. Icade Santé's
teams and I are very proud to initiate this planned offering, which will enable
us to consolidate our leadership in Europe while welcoming new shareholders."

Icade Santé, the leading European platform dedicated to healthcare realestate

Icade Santé provides long-term support to its partner healthcare operating
companies and the necessary expertise to expand and modernise their facilities
to the highest technical standards. This know-how helps offering high quality
care in buildings which meet new needs. The Group has established long-term
relationships with leading private hospital healthcare providers in France such
as Elsan and Ramsay Santé, with leading European operators in senior services
such as Korian et Orpea as well as with other groups which are firmly
established in their markets.

Icade Santé has developed a growth business model based on:

i. An essential and resilient asset class fuelled by favourable long-term
demographic trends. Icade Santé benefits from structural trends in the market
in which it operates, in particular the ageing of populations and the increase
in healthcare needs and expenses.

ii. Its leadership position in healthcare real estate in Europe. Icade Santé
considers it iis the largest player among listed healthcare REITs in Europe,
with 183 facilities representing a gross asset value of EUR5.98bn (EUR6.36bn
including duties) and a total leasable surface of approximately 2.04m sqm as of
30 June 2021. There is significant growth potential in the European listed
healthcare real estate market, which is already a EUR100bn sector in the United
States (with 11.1% of healthcare space being owned by listed real estate
companies), compared to EUR9bn in Europe and only 3.4% of healthcare space
being owned by listed real estate companies in European markets(2).

iii. A unique and non-replicable real estate portfolio with an infra-like
component. The main characteristics of this portfolio are: immediate cash flow
generation; a long initial lease term, with an average lease term(1) of 7.2
years as of 30 June 2021; a net initial yield of 5.1% (5.2% in France, 4.4% in
Germany and 5.3% in Italy); and a financial occupancy rate of 100%(2).

(1) M. Xavier Cheval, currently Deputy CEO of Icade Santé, will be appointed
CEO from the date of approval by the Autorité des marchés financiers of the
prospectus relating to the admission of the company's shares to trading on
Euronext Paris.
(2) Based on FTSE EPRA NAREIT developed European index as of 31 May 2021 where
European developed healthcare index constitutes 3.4% of the total listed
property sector in Europe; exchange rate: 6 months average GBP/EUR of 1.2.

iv. A proven track-record of growth and cashflow generation backed by a robust
balance sheet, providing firepower for developments and acquisitions. The
Group's loan-to-value(3) ratio as of 30 June 2021 stands at 34.4%. The Group's
interest coverage ratio was 8.0x as of 30 June 2021 compared to 7.9x as of 31
December 2020 and its average cost of debt was 1.47% as of 30 June 2021.
Group's net financial debt stood at 2,187.4 million euro as of 30 June 2021.

v. A leading growth potential supported by strong relationships with the top
healthcare operators. Icade Santé has adopted a flexible approach to
acquisitions, allowing it to acquire both single assets and portfolios. The
Group can engage in sale and leaseback transactions but also has the
possibility to proceed with acquisitions on the secondary market or with new
greenfield developments. Thanks to its expertise, Icade Santé has the ability
to execute significant and complex transactions and to collaborate with
healthcare operators on M&A transactions.

vi. An embedded positive social impact reinforced by a proactive strategy
putting ESG at the core of the business model. Icade Santé is committed to
integrating a policy of sustainable development into all of its activities, its
governance and its growth strategy, from a social, societal and environmental
perspective. The Group considers ESG to be a lever for improving its risk
management and a source of opportunities and value creation, and recently
obtained an A1 rating based on an overall score of 63/100, from V.E (part of
Moody's ESG Solutions).

vii. An agile and optimized investment platform featuring a highly experienced
management team. All key functions for value creation will be internalised
within Icade Santé.

Attractive market dynamics supporting strong and profitable growth

Icade Santé operates on the healthcare real estate market in Europe, where it
is currently present in France, Italy, Germany and Spain. This market benefits
from positive growth outlook, supported by trends such as population ageing,
the market consolidation of healthcare providers or the attractive
characteristics and resilience of the healthcare asset class. In particular,
the Covid-19 crisis has highlighted the resilience and the importance of the
healthcare sector, essential for the economic system.

In addition, in all the countries where the Group operates, healthcare
activities and operators are financed mainly by public healthcare systems and
policies (compulsory health insurance systems in France and Germany, and
financing by the State and local authorities in Italy and Spain). In France,
current health expenditure has risen from 10.2% in 2005 to 11.1% of gross
domestic product in 2019, representing an amount of EUR270bn. Over the same
period, healthcare spending rose from 10.3% to 11.7% of gross domestic product
in Germany (EUR403bn), from 8.3% to 8.7% in Italy (EUR155bn) and from 7.7% to
9.1% in Spain (EUR114bn) (Source: OECD).

The increase in healthcare expenditure is very dynamic due to fundamentals such
as demographic ageing, better detection technics, innovation and development of
new cares, tougher sanitary regulation, the rise in the cost of care and the
increase in chronic diseases linked to greater exposure to risk factors and to
changes in lifestyles, such as a sedentary lifestyle or nutrition.

(1) Or WALB (weighted average lease break): weighted average lease period until
the first break option
(2) Financial occupancy rate represents the value of contracted rents divided
by the amount that would be charged if the entire property portfolio was
rented
(3) Loan-to-Value ratio is computed as net financial debt to gross asset value
including rights

Strategy and FY 2021 guidance

Icade Santé is ideally positioned to benefit from identified opportunities
that will drive long-term value creation, including (i) foster its external
growth through a thorough and disciplined acquisition strategy targeting the
most attractive European markets, (ii) continue the development of its
greenfield projects thanks to its unique expertise in this segment and (iii)
lead a proactive asset management strategy regarding its existing portfolio.

Icade Santé supports its strategy by operating one of the very few and among
leading integrated real estate platforms in Europe with genuine healthcare real
estate expertise, backed by a full set of in- house capabilities to source,
develop, acquire and manage healthcare properties. Icade Santé also has
in-depth market knowledge and long-lasting relationships with major market
participants, notably healthcare operators. This has enabled Icade Santé to
deliver on average more than EUR450m yearly investment over the past 6 years,
with more than EUR1bn invested in acquisitions and EUR200m invested in
greenfield projects and extensions/renovations over the last 3 years, and to
present a EUR489m development pipeline(1) as of 30 June 2021, of which EUR28m
of acquisitions, EUR312m of greenfield projects and EUR149m of investments in
its existing portfolio.

For the financial year ending December 31, 2021, Icade Santé targets a gross
rental income up c. +5.5% to EUR318m compared to FY 2020 and EPRA earnings up
c. +6% to EUR251m compared to FY 2020.

Post-IPO outlook 2021-2025

Icade Santé has high growth ambitions, with a EUR3bn investment plan up to
2025, including, to date:

- Pipeline of projects launched or yet to be committed for EUR489m
- Acquisitions subject to exclusivity agreements for c.EUR350m
- Rolling volume of investments under review between EUR600m and EUR1bn

The other main elements of the 2025 outlook are as follows:

- Average annual investments of c.EUR600m, of which EUR450-500m in 2021
- EPRA earnings growing at a c.+6% CAGR
- EPRA cost ratio(2) for the period of c.9% - 10%
- Target LTV(3) ratio of c.40% - 42%, in line with a BBB+ rating
- Dividend policy with a payout ratio of 85% minimum (based on EPRA earnings)

(1) Including EUR74 million preliminary agreement signed in the first semester
of 2021, EUR45 million for the preliminary agreement signed in July 2020 for
the acquisition of the Berlin Weissensee facility from ORPEA, completed in
early July 2021, c. EUR13m for the acquisition of a nursing home in
Campodarsego, Italy, in July 2021 and c. EUR26m for the acquisition of a PAC
facility in Olivet (French Loiret department) whose closing was in early
September 2021.
(2) The purpose of the EPRA cost ratio is to present the general and operating
expenses of real estate activity. The EPRA cost ratio including vacancy effects
is the ratio between i) the total of operational costs (net of rental costs
rebilled and management fees collected) and administrative costs and (ii) gross
rental income. The EPRA cost ratio excluding vacancy effects is obtained by
excluding rental expenses related to vacant surfaces from the previous ratio.
(3) Loan-to-Value ratio (LTV) is computed as net financial debt to gross asset
value including rights.

IPO on Euronext Paris

As part of the contemplated IPO, Icade Santé intends to raise a primary
component of c.EUR800m notably to finance its EUR3bn investment plan. Icade
intends to remain the controlling shareholder post-IPO.

BNP Paribas, Crédit Agricole Corporate and Investment Bank, J.P. Morgan, and
Société Générale are acting as Joint Global Coordinators and Joint
Bookrunners and BofA Securities, Natixis and UBS are acting as Joint
Bookrunners in the contemplated IPO. Rothschild & Co. is acting as independent
financial adviser to Icade Santé.

Availability of the registration document - Icade Santé's registration
document is available on the Group's website (www.icade-sante.eu) as well as
the AMF's website (www.amf-france.org). It is also available free of charge
upon request from the company at Icade Santé, 27 rue Camille Desmoulins, 92130
Issy-les-Moulineaux, France. The Group would like to draw the attention of
potential investors to Chapter 3: 'Risk Factors' in the registration document
approved by the AMF.

About Icade Santé
PLACES THAT CARE FOR PEOPLE

Icade Santé is a European leader in healthcare real estate, which assists
healthcare and senior services operators with the ownership and development of
healthcare properties. The Group's teams have a wide range of expertise in
property investment, the management of complex projects and in-depth knowledge
of the challenges facing healthcare players. As of 30 June 2021, Icade Santé
operates 183 facilities, representing assets of EUR6.0bn (EUR6.4bn including
duties) and a total leasable surface of approximately 2.04m sqm.

Press contact
Icade Santé
Charlotte Pajaud-Blanchard, Press Relations Manager
+33(0)1 41 57 71 19, charlotte.pajaud-blanchard@icade.fr

Havas Paris - France
Alienor Miens (+33 6 64 32 81 75, alienor.miens@havas.com)
Sarah Duparc (+33 6 46 72 39 99, sarah.duparc@havas.com)

Maitland - International
James Benjamin (+44 7747 113 930, jbenjamin@maitland.co.uk)
David Sturken (+44 7990 595 913, dsturken@maitland.co.uk)

Investors contact
Yoann Nguyen, Investor Relations Manager
+33(0)6 31 58 97 31, yoann.nguyen@icade.fr

Disclaimer

This press release includes only summary information and does not purport to be
comprehensive. No reliance should be placed on the accuracy or completeness of
the information or opinions contained in this press release.

This press release does not contain or constitute an offer of securities for
sale or an invitation or inducement to invest in securities in France, the
United States or any other jurisdiction.

This announcement is not being made in and copies of it may not be distributed
or sent, directly or indirectly, into the United States of America, Canada,
Australia or Japan.

The distribution of this document may be restricted by law in certain
jurisdictions. Persons into whose possession this document comes are required
to inform themselves about and to observe any such restrictions.

This press release is provided for information purposes only. It does not
constitute and should not be deemed to constitute an offer to the public of
securities, nor a solicitation of the public relating to an offer of any kind
whatsoever in any country, including France.

This announcement is an advertisement and not a prospectus within the meaning
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of
14 June 2017 on the prospectus to be published when securities are offered to
the public or admitted to trading on a regulated market, as amended (the
"Prospectus Regulation").

With respect to the member States of the European Economic Area, no action has
been undertaken or will be undertaken to make an offer to the public of the
securities referred to herein requiring a publication of a prospectus in any
relevant member State other than France.

As a result, the securities may not and will not be offered in any relevant
member State other than France except in accordance with the exemptions set
forth in Article 3(2) of the Prospectus Regulation, if they have been
implemented in that relevant member State, or under any other circumstances
which do not require the publication by Icade Santé of a prospectus pursuant
to Article 3 of the Prospectus Regulation and/or to applicable regulations of
that relevant member State. In France, an offer to the public of securities may
not be made except pursuant to a prospectus that has been approved by the
French Financial Markets Authority (the "AMF").

It does not constitute an offer to purchase or to subscribe for securities in
the United States or in any other jurisdiction.

The securities referred to herein may not be offered or sold in the United
States of America absent registration or an applicable exemption from
registration under the U.S. Securities Act of 1933, as amended. Icade Santé
does not intend to register all or any portion of the offering of the
securities in the United States of America or to conduct a public offering of
the securities in the United States of America.

This communication does not constitute an offer of securities to the public in
the United Kingdom. This communication is being distributed to and is directed
only at (i) persons who are outside the United Kingdom or (ii) persons who are
investment professionals within the meaning of Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")
and (iii) high net worth entities, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as "Relevant Persons"). Any investment
activity to which this communication relates will only be available to and will
only be engaged with, Relevant Persons. Any person who is not a Relevant Person
should not act or rely on this document or any of its contents.

This document contains information on the Group's markets and its positioning
on those markets, including information on their size, competitive environment
and dynamics and their growth outlook. The Group uses estimates that it has
made as well as reports and statistics published by independent third parties
and professional bodies, such as DREES Santé, HBI, Cushman & Wakefield, CBRE
or RCA, and data published by the Group's competitors and customers. To the
Company's knowledge, the information obtained from third-party sources has been
faithfully reproduced in this document and no fact that would make the
reproduced information inaccurate or deceptive has been omitted. The Company
cannot guarantee that a third party using different methods to collect, analyse
or calculate data on these business sectors would obtain the same results.

Forward-looking statements

Certain information included in this press release are not historical facts but
are forward-looking statements. These forward-looking statements are based on
current beliefs, expectations and assumptions, including, without limitation,
assumptions regarding present and future business strategies and the
environment in which the Group operates, and involve known and unknown risks,
uncertainties and other factors, which may cause actual results, performance or
achievements, or industry results or other events, to be materially different
from those expressed or implied by these forward-looking statements. These
risks and uncertainties include those set out and detailed in Chapter 3 "Risk
Factors" of the Registration Document.
Forward-looking statements speak only as of the date of this press release and
the Group expressly disclaims any obligation or undertaking to release any
update or revisions to any forward-looking statements included in this press
release to reflect any change in expectations or any change in events,
conditions or circumstances on which these forward-looking statements are
based. Such forward-looking statements are for illustrative purposes only.
Forward-looking information and statements are not guarantees of future
performances and are subject to various risks and uncertainties, many of which
are difficult to predict and generally beyond the control of the Group. Actual
results could differ materially from those expressed in, or implied or
projected by, forward-looking information and statements.

None of the Joint Bookrunners or any of their affiliates or any of their or
their affiliates' directors, officers, employees, advisers or agents accepts
any responsibility or liability whatsoever for or makes any representation or
warranty, express or implied, as to the truth, accuracy or completeness of the
information in this announcement (or whether any information has been omitted
from the announcement) or any other information relating to Icade Santé, its
subsidiaries or associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for any loss
howsoever arising from any use of this announcement or its contents or
otherwise arising in connection therewith.

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ICADE SANTE (EPA:ICSAA) Icade Santé announces the approval of its Registration Document

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